10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-33007

SPECTRA ENERGY CORP

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-5413139
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

5400 Westheimer Court

Houston, Texas 77056

(Address of principal executive offices, including zip code)

713-627-5400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Number of shares of Common Stock, $0.001 par value, outstanding as of March 31, 2015: 671,327,206

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

March 31, 2015

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended      March 31, 2015 and 2014	5
	Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014	8
	Condensed Consolidated Statements of Equity for the three months ended March 31, 2015 and 2014	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 6.	Exhibits	38
	Signatures	39

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document 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 management’s intentions, plans, expectations, assumptions and beliefs about future events. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking 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. Factors used to develop these forward-looking statements and that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

• state, provincial, 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 and oil industries;

• outcomes of litigation and regulatory investigations, proceedings or inquiries;

• 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;

• general economic conditions, including the risk of a prolonged economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for natural gas and oil and related services;

• potential effects arising from terrorist attacks and any consequential or other hostilities;

• changes in environmental, safety and other laws and regulations;

• the development of alternative energy resources;

• results and costs 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;

• growth in opportunities, including the timing and success of efforts to develop U.S. and Canadian pipeline, storage, gathering, processing and other related infrastructure projects and the effects of competition;

• the performance of natural gas and oil transmission and storage, distribution, and gathering and processing facilities;

• the extent of success in connecting natural gas and oil supplies to gathering, processing and transmission systems and in connecting to expanding gas and oil markets;

• the effects of accounting pronouncements issued periodically by accounting standard-setting bodies;

• conditions of the capital markets during the periods covered by forward-looking statements; and

• the ability to successfully complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of the business following a merger, acquisition or divestiture.

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 Spectra Energy Corp has described. Spectra Energy Corp undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per-share amounts)

	Three Months Ended March 31,
	2015		2014
Operating Revenues
Transportation, storage and processing of natural gas	$	842	$	887
Distribution of natural gas	607		626
Sales of natural gas liquids	66		187
Transportation of crude oil	84		71
Other	24		72
Total operating revenues	1,623		1,843
Operating Expenses
Natural gas and petroleum products purchased	432		528
Operating, maintenance and other	354		363
Depreciation and amortization	193		200
Property and other taxes	103		113
Total operating expenses	1,082		1,204
Operating Income	541		639
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	24		161
Other income and expenses, net	20		9
Total other income and expenses	44		170
Interest Expense	159		178
Earnings Before Income Taxes	426		631
Income Tax Expense	101		164
Net Income	325		467
Net Income—Noncontrolling Interests	58		48
Net Income—Controlling Interests	$	267	$	419
Common Stock Data
Weighted-average shares outstanding
Basic	671		670
Diluted	673		672
Earnings per share
Basic	$	0.40	$	0.63
Diluted	$	0.40	$	0.62
Dividends per share	$	0.37	$	0.335

See Notes to Condensed Consolidated Financial Statements.

4

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended March 31,
	2015			2014
Net Income	$	325		$	467
Other comprehensive income (loss):
Foreign currency translation adjustments	(492		)	(248		)
Non-cash mark-to-market net gain on hedges	—			2
Reclassification of cash flow hedges into earnings	—			2
Pension and benefits impact (net of taxes of $3 and $3, respectively)	6			7
Other	1			—
Total other comprehensive income (loss)	(485		)	(237		)
Total Comprehensive Income (Loss), net of tax	(160		)	230
Less: Comprehensive Income—Noncontrolling Interests	50			44
Comprehensive Income (Loss)—Controlling Interests	$	(210	)	$	186

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	March 31, 2015		December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents	$	409	$	215
Receivables, net	1,152		1,336
Inventory	174		313
Fuel tracker	58		102
Other	270		366
Total current assets	2,063		2,332
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,943		2,966
Goodwill	4,595		4,714
Other	319		327
Total investments and other assets	7,857		8,007
Property, Plant and Equipment
Cost	28,434		29,211
Less accumulated depreciation and amortization	6,790		6,904
Net property, plant and equipment	21,644		22,307
Regulatory Assets and Deferred Debits	1,356		1,394
Total Assets	$	32,920	$	34,040

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	March 31, 2015		December 31, 2014
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	420	$	458
Commercial paper	615		1,583
Taxes accrued	125		91
Interest accrued	143		181
Current maturities of long-term debt	500		327
Other	914		1,169
Total current liabilities	2,717		3,809
Long-term Debt	13,178		12,769
Deferred Credits and Other Liabilities
Deferred income taxes	5,427		5,405
Regulatory and other	1,309		1,401
Total deferred credits and other liabilities	6,736		6,806
Commitments and Contingencies
Preferred Stock of Subsidiaries	258		258
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	—		—
Common stock, $0.001 par, 1 billion shares authorized, 671 million shares outstanding at March 31, 2015 and December 31, 2014	1		1
Additional paid-in capital	4,963		4,956
Retained earnings	2,558		2,541
Accumulated other comprehensive income	185		662
Total controlling interests	7,707		8,160
Noncontrolling interests	2,324		2,238
Total equity	10,031		10,398
Total Liabilities and Equity	$	32,920	$	34,040

See Notes to Condensed Consolidated Financial Statements.

7

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Three Months Ended March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	325		$	467
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	196			203
Deferred income tax expense	61			153
Equity in earnings of unconsolidated affiliates	(24		)	(161		)
Distributions received from unconsolidated affiliates	38			89
Other	170			(65		)
Net cash provided by operating activities	766			686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(388		)	(374		)
Investments in and loans to unconsolidated affiliates	(15		)	(18		)
Purchases of held-to-maturity securities	(145		)	(198		)
Proceeds from sales and maturities of held-to-maturity securities	123			167
Purchases of available-for-sale securities	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	1			5
Distributions received from unconsolidated affiliates	18			22
Other changes in restricted funds	2			7
Net cash used in investing activities	(404		)	(402		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	994			300
Payments for the redemption of long-term debt	—			(284		)
Net decrease in commercial paper	(952		)	(102		)
Distributions to noncontrolling interests	(44		)	(39		)
Contributions from noncontrolling interests	58			6
Proceeds from the issuances of Spectra Energy Partners, LP common units	39			52
Dividends paid on common stock	(250		)	(228		)
Other	(9		)	5
Net cash used in financing activities	(164		)	(290		)
Effect of exchange rate changes on cash	(4		)	(2		)
Net increase (decrease) in cash and cash equivalents	194			(8		)
Cash and cash equivalents at beginning of period	215			201
Cash and cash equivalents at end of period	$	409		$	193
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	115		$	107

See Notes to Condensed Consolidated Financial Statements.

8

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income
									Foreign Currency Translation Adjustments			Other			Noncontrolling Interests			Total
December 31, 2014	$	1	$	4,956		$	2,541		$	1,016		$	(354	)	$	2,238		$	10,398
Net income	—		—			267			—			—			58			325
Other comprehensive income (loss)	—		—			—			(484		)	7			(8		)	(485		)
Dividends on common stock	—		—			(250		)	—			—			—			(250		)
Distributions to noncontrolling interests	—		—			—			—			—			(44		)	(44		)
Contributions from noncontrolling interests	—		—			—			—			—			58			58
Spectra Energy common stock issued	—		1			—			—			—			—			1
Spectra Energy Partners, LP common units issued	—		6			—			—			—			29			35
Other, net	—		—			—			—			—			(7		)	(7		)
March 31, 2015	$	1	$	4,963		$	2,558		$	532		$	(347	)	$	2,324		$	10,031
December 31, 2013	$	1	$	4,869		$	2,383		$	1,557		$	(316	)	$	1,829		$	10,323
Net income	—		—			419			—			—			48			467
Other comprehensive income (loss)	—		—			—			(244		)	11			(4		)	(237		)
Dividends on common stock	—		—			(225		)	—			—			—			(225		)
Stock-based compensation	—		(2		)	—			—			—			—			(2		)
Distributions to noncontrolling interests	—		—			—			—			—			(39		)	(39		)
Contributions from noncontrolling interests	—		—			—			—			—			6			6
Spectra Energy common stock issued	—		3			—			—			—			—			3
Spectra Energy Partners, LP common units issued	—		10			—			—			—			36			46
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	—		—			—			—			—			5			5
Other, net	—		—			—			—			—			(2		)	(2		)
March 31, 2014	$	1	$	4,880		$	2,577		$	1,313		$	(305	)	$	1,879		$	10,345

See Notes to Condensed Consolidated Financial Statements.

9

SPECTRA ENERGY CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

The terms “we,” “our,” “us” and “Spectra Energy” as used in this report refer collectively to Spectra Energy Corp and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Spectra Energy. The term “Spectra Energy Partners” refers to our Spectra Energy Partners operating segment. The term “SEP” refers to Spectra Energy Partners, LP, our master limited partnership.

Nature of Operations. Spectra Energy Corp, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets, and owns and operates a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions. We currently operate in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. We provide transmission 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. We also provide natural gas sales and distribution services to retail customers in Ontario, and natural gas gathering and processing services to customers in western Canada. We also own a 50% interest in DCP Midstream, LLC (DCP Midstream), based in Denver, Colorado, one of the leading natural gas gatherers in the United States based on wellhead volumes, and one of the largest U.S. producers and marketers of natural gas liquids (NGLs).

Basis of Presentation. The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our majority-owned subsidiaries, after eliminating intercompany transactions and balances. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form

10-K for the year ended December 31, 2014, and reflect all normal recurring adjustments that are, in our opinion, necessary to fairly present our results of operations and financial position. Amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, primarily in our gas distribution operations, as well as changing commodity prices on certain of our processing operations and other factors.

Use of Estimates. To conform with generally accepted accounting principles (GAAP) in the United States, we make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements. Although these estimates are based on our best available knowledge at the time, actual results could differ.

2. Business Segments

We manage our business in four reportable segments: Spectra Energy Partners, Distribution, Western Canada Transmission & Processing and Field Services. The remainder of our business operations is presented as “Other,” and consists of unallocated corporate costs and employee benefit plan assets and liabilities, 100%-owned captive insurance subsidiaries and other miscellaneous activities.

Our chief operating decision maker (CODM) regularly reviews financial information about each of these segments in deciding how to allocate resources and evaluate performance. There is no aggregation within our reportable business segments.

The presentation of our Spectra Energy Partners segment is reflective of the parent-level focus by our CODM, considering the resource allocation and governance provisions associated with SEP’s master limited partnership structure. SEP maintains a capital and cash management structure that is separate from Spectra Energy’s, is self-funding and maintains its own lines of bank credit and cash management accounts. It is in this context that our CODM evaluates the Spectra Energy Partners segment as a whole, without regard to any of SEP’s individual businesses. These factors, coupled with a different cost of capital of our other businesses, serve to differentiate how our Spectra Energy Partners segment is managed as compared to how SEP is managed.

10

Spectra Energy Partners provides transmission, storage and gathering of natural gas, as well as the transportation of crude oil and NGLs through interstate pipeline systems for customers in various regions of the midwestern, northeastern and southeastern United States and Canada. The natural gas transmission and storage operations are primarily subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC). The crude oil transportation operations are primarily subject to regulation by the FERC in the United States and the National Energy Board (NEB) in Canada. Our Spectra Energy Partners segment is composed of the operations of SEP, less governance costs, which are included in “Other.”

Distribution provides retail natural gas distribution service in Ontario, Canada, as well as natural gas transmission and storage services to other utilities and energy market participants. These services are provided by Union Gas Limited (Union Gas), and are primarily subject to the rules and regulations of the Ontario Energy Board (OEB).

Western Canada Transmission & Processing provides transmission of natural gas, natural gas gathering and processing services, and NGL extraction, fractionation, transportation, storage and marketing to customers in western Canada, the northern tier of the United States and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline and BC Field Services and M&N Canada operations are primarily subject to the rules and regulations of the NEB.

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas, produces, fractionates, transports, stores and sells NGLs, recovers and sells condensate, and trades and markets natural gas and NGLs. It conducts operations through DCP Midstream, which is owned 50% by us and 50% by Phillips 66. DCP Midstream gathers raw natural gas through gathering systems connecting to several interstate and intrastate natural gas and NGL pipeline systems, one natural gas storage facility and one NGL storage facility. DCP Midstream operates in a diverse number of regions, including the Permian Basin, Eagle Ford, Niobrara/DJ Basin and the Midcontinent. DCP Midstream Partners, LP (DCP Partners) is a publicly traded master limited partnership, of which DCP Midstream acts as general partner. As of March 31, 2015, DCP Midstream had an approximate 21% ownership interest in DCP Partners, including DCP Midstream’s limited partner and general partner interests.

Our reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on earnings from continuing operations before interest, taxes, and depreciation and amortization (EBITDA). Cash, cash equivalents and short-term investments are managed at the parent-company levels, so the associated gains and losses from foreign currency transactions and interest and dividend income are excluded from the segments’ EBITDA. Our segment EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner. Transactions between reportable segments are accounted for on the same basis as transactions with unaffiliated third parties.

11

Business Segment Data

Condensed Consolidated Statements of Operations
	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Depreciation and Amortization		Segment EBITDA/ Consolidated Earnings before Income Taxes
	(in millions)
Three Months Ended March 31, 2015
Spectra Energy Partners	$	606	$	—		$	606		$	74	$	455
Distribution	662		—			662			45		192
Western Canada Transmission & Processing	353		17			370			62		161
Field Services	—		—			—			—		(17		)
Total reportable segments	1,621		17			1,638			181		791
Other	2		16			18			12		(15		)
Eliminations	—		(33		)	(33		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		159
Interest income and other	—		—			—			—		2
Total consolidated	$	1,623	$	—		$	1,623		$	193	$	426
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	73	$	429
Distribution	718		—			718			49		226
Western Canada Transmission & Processing	541		34			575			67		237
Field Services	—		—			—			—		130
Total reportable segments	1,840		34			1,874			189		1,022
Other	3		15			18			11		(17		)
Eliminations	—		(49		)	(49		)	—		—
Depreciation and amortization	—		—			—			—		200
Interest expense	—		—			—			—		178
Interest income and other	—		—			—			—		4
Total consolidated	$	1,843	$	—		$	1,843		$	200	$	631

3. Regulatory Matters

Union Gas. In December 2014, Union Gas filed an application with the OEB for the disposition of the 2013 energy conservation deferral and variance account balances. As a result of this application, Union Gas has a receivable from customers of approximately $8 million and $9 million at March 31, 2015 and December 31, 2014, respectively, which is reflected as Current Assets-Other on the Condensed Consolidated Balance Sheet. A written hearing concluded in April 2015, and an OEB decision is expected later this year.

In April 2015, the OEB issued its decision on Union Gas’ application for an order approving an interruptible liquefied natural gas (LNG) service. The OEB determined that it would not regulate this service, as it was satisfied that there is LNG competition sufficient to protect the public interest and approved the proposed cross charges between the regulated and unregulated services until an application for new rates in 2019 is filed. At this time, Union Gas does not expect any material financial impact as a result of this decision.

4. Income Taxes

Income tax expense was $101 million for the three-month period ended March 31, 2015, compared to $164 million for the same period in 2014. The lower tax expense was primarily due to lower earnings and the effect of a weaker Canadian dollar. The effective income tax rate was 24% and 26% for the three-month periods ended March 31, 2015 and 2014, respectively.

There was no material net change in unrecognized tax benefits recorded during the three-month period ended March 31, 2015. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $15 million to $20 million prior to March 31, 2016.

12

5. Earnings per Common Share

Basic earnings per common share (EPS) is computed by dividing net income from controlling interests by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income from controlling interests by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, stock-based performance unit awards and phantom stock awards, were exercised, settled or converted into common stock.

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	267	$	419
Weighted-average common shares outstanding
Basic	671		670
Diluted	673		672
Basic earnings per common share	$	0.40	$	0.63
Diluted earnings per common share	$	0.40	$	0.62

6. Accumulated Other Comprehensive Income

The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component and amounts reclassified out of AOCI to Net Income, excluding amounts attributable to noncontrolling interests:

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(484		)	6				3			(2		)	(477		)
March 31, 2015	$	532		$	(345	)		$	—		$	(2	)	$	185
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008

Reclassifications to Net Income are primarily included in Other Income and Expenses, Net on our Condensed Consolidated Statements of Operations.

13

7. Inventory

Inventory consists of natural gas and NGLs held in storage for transmission and processing, and also includes materials and supplies. Natural gas inventories primarily relate to the Distribution segment in Canada and are valued at costs approved by the OEB. The difference between the approved price and the actual cost of gas purchased is recorded as either a receivable or a current liability, as appropriate, for future disposition with customers, subject to approval by the OEB. The remaining inventory is recorded at the lower of cost or market, primarily using average cost. The components of inventory are as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Natural gas	$	81	$	211
NGLs	22		28
Materials and supplies	71		74
Total inventory	$	174	$	313

8. Investments in and Loans to Unconsolidated Affiliates

Our most significant investment in unconsolidated affiliates is our 50% investment in DCP Midstream, which is accounted for under the equity method of accounting. The following represents summary financial information for DCP Midstream, presented at 100%:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Operating revenues	$	2,043		$	3,915
Operating expenses	1,991			3,645
Operating income	52			270
Net income (loss)	(6		)	203
Net income (loss) attributable to members’ interests	(37		)	165

DCP Partners issues, from time to time, limited partner units to the public, which are recorded by DCP Midstream directly to its equity. Our proportionate share of gains from those issuances, totaling $2 million and $48 million in the first quarters of 2015 and 2014, respectively, are reflected in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

9. Marketable Securities and Restricted Funds

We routinely invest excess cash and various restricted balances in securities such as commercial paper, banker's acceptances, corporate debt securities, treasury bills and money market funds in the United States and Canada. We do not purchase marketable securities for speculative purposes; therefore we do not have any securities classified as trading securities. While we do not routinely sell marketable securities prior to their scheduled maturity dates, some of our investments may be held and restricted for insurance purposes, so these investments are classified as available-for-sale (AFS) marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. Initial investments in securities are classified as purchases of the respective type of securities (AFS marketable securities or held-to-maturity (HTM) marketable securities). Maturities of securities are classified within proceeds from sales and maturities of securities in the Condensed Consolidated Statements of Cash Flows.

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	23	$	23
Money market funds	—		1
Total available-for-sale securities	$	23	$	24

14

Our AFS securities are classified on the Condensed Consolidated Balance Sheets as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	3		3
Investments and other assets—other	20		20
Total available-for-sale securities	$	23	$	24

At March 31, 2015, the weighted-average contractual maturity of outstanding AFS securities was less than two years.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2015 or December 31, 2014.

HTM Securities. All of our HTM securities are restricted funds and are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015		December 31, 2014
		(in millions)
Banker's acceptances	Current assets—other	$	49	$	38
Canadian government securities	Current assets—other	27		30
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	93		101
Total held-to-maturity securities		$	179	$	172

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte debt agreements. The funds restricted for M&N Canada, plus future cash from operations that would otherwise be available for distribution to the partners of M&N Canada, are required to be placed in escrow until the balance in escrow is sufficient to fund all future debt service on the M&N Canada 6.90% senior secured notes. There are sufficient funds held in escrow to fund all future debt service on these M&N Canada notes as of March 31, 2015.

At March 31, 2015, the weighted-average contractual maturity of outstanding HTM securities was less than one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2015 or December 31, 2014.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted funds as described above, we had other restricted funds totaling $12 million at March 31, 2015 and $13 million at December 31, 2014 classified as Current Assets—Other. These restricted funds are related to additional amounts for insurance. We also had other restricted funds totaling $9 million at March 31, 2015 and $6 million at December 31, 2014 classified as Investments and Other Assets—Other. These restricted funds are related to funds held and collected from customers for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

Changes in restricted balances are presented within Cash Flows from Investing Activities on our Condensed Consolidated Statements of Cash Flows.

15

10. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	494	$	506
SEP (b)	2019	2,000		121		1,879
Westcoast Energy Inc. (c)	2019	315		—		315
Union Gas (d)	2019	394		—		394
Total		$	3,709	$	615	$	3,094

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 58% at March 31, 2015.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less. As of March 31, 2015, this ratio was 3.8 to 1.

(c) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 33% at March 31, 2015.

(d) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 500 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2015.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of March 31, 2015, there were no letters of credit issued or revolving borrowings outstanding under the credit facilities.

Our credit agreements contain various covenants, including the maintenance of certain financial ratios. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of March 31, 2015, we were in compliance with those covenants. In addition, our credit agreements allow for acceleration of payments or termination of the agreements due to nonpayment, or in some cases, due to the acceleration of other significant indebtedness of the borrower or some of its subsidiaries. Our debt and credit agreements do not contain provisions that trigger an acceleration of indebtedness based solely on the occurrence of a material adverse change in our financial condition or results of operations.

Debt Issuances. On March 12, 2015, SEP issued $500 million of 3.50% unsecured notes due 2025 and $500 million of 4.50% unsecured notes due 2045. Net proceeds from the offering were used to repay a portion of outstanding commercial paper, to fund capital expenditures and for general corporate purposes.

16

11. Fair Value Measurements

The following presents, for each of the fair value hierarchy levels, assets and liabilities that are measured and recorded at fair value on a recurring basis:

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	191	$	—	$	191	$	—
Corporate debt securities	Current assets—other	3				3
Commodity derivatives	Current assets—other	43		—		—		43
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	6		—		—		6
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	35		—		35		—
Total Assets		$	300	$	—	$	251	$	49

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	85	$	—	$	85	$	—
Corporate debt securities	Current assets—other	3		—		3		—
Commodity derivatives	Current assets—other	57		—		—		57
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	21		—		—		21
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	22		—		22		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	211	$	1	$	132	$	78

The following presents changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	78		$	(3	)
Total gains (losses):
Included in earnings	6			(4		)
Included in other comprehensive income	(6		)	3
Purchases	1			—
Settlements	(30		)	(1		)
Fair value, end of period	$	49		$	(5	)
Total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets and liabilities held at the end of the period	$	(16	)	$	(3	)

17

Level 1

Level 1 valuations represent quoted unadjusted prices for identical instruments in active markets.

Level 2 Valuation Techniques

Fair values of our financial instruments that are actively traded in the secondary market, including our long-term debt, are determined based on market-based prices. These valuations may include inputs such as quoted market prices of the exact or similar instruments, broker or dealer quotations, or alternative pricing sources that may include models or matrix pricing tools, with reasonable levels of price transparency.

For interest rate swaps, we utilize data obtained from a third-party source for the determination of fair value. Both the future cash flows for the fixed-leg and floating-leg of our swaps are discounted to present value. In addition, credit default swap rates are used to develop the adjustment for credit risk embedded in our positions. We believe that since some of the inputs and assumptions for the calculations of fair value are derived from observable market data, a Level 2 classification is appropriate.

Level 3 Valuation Techniques

Level 3 valuation techniques include the use of pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.

The derivative financial instruments reported in Level 3 at March 31, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of March 31, 2015, we reported certain of our NGL basis swaps at fair value using Level 3 inputs due to such derivatives not having observable market prices for substantially the full term of the derivative asset or liability. For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in

Level 3. This includes derivatives valued using indicative price quotations whose contract length extends into unobservable periods.

The fair value of these NGL basis swaps is determined using a discounted cash flow valuation technique based on a forward commodity basis curve. For these derivatives, the primary input to the valuation model is the forward commodity basis curve, which is based on observable or public data sources and extrapolated when observable prices are not available.

The significant unobservable inputs used in the fair value measurements of our Level 3 derivatives are the forward NGL basis curves, for which a significant portion of the derivative’s term is beyond available forward pricing. At March 31, 2015, a 10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $15 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

Financial Instruments

The fair values of financial instruments that are recorded and carried at book value are summarized in the following table. Judgment is required in interpreting market data to develop the estimates of fair value. These estimates are not necessarily indicative of the amounts we could have realized in current markets.

	March 31, 2015				December 31, 2014
	Book Value		Approximate Fair Value		Book Value		Approximate Fair Value
	(in millions)
Note receivable, noncurrent (a)	$	71	$	71	$	71	$	71
Long-term debt, including current maturities (b)	13,641		15,308		13,060		14,446

__________

(a) Included within Investments in and Loans to Unconsolidated Affiliates.

(b) Excludes capital leases, unamortized items and fair value hedge carrying value adjustments.

The fair value of our long-term debt is determined based on market-based prices as described in the Level 2 valuation technique described above and is classified as Level 2.

18

The fair values of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, note receivable-noncurrent, accounts payable and commercial paper are not materially different from their carrying amounts because of the short-term nature of these instruments or because the stated rates approximate market rates.

During the three month periods ended March 31,2015 and 2014, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

12. Risk Management and Hedging Activities

We are exposed to the impact of market fluctuations in the prices of NGLs and natural gas purchased as a result of our investment in DCP Midstream, the ownership of the NGL marketing operations in western Canada and processing operations associated with our U.S. pipeline assets. Exposure to interest rate risk exists as a result of the issuance of variable and fixed-rate debt and commercial paper. We are exposed to foreign currency risk from our Canadian operations. We employ established policies and procedures to manage our risks associated with these market fluctuations, which may include the use of derivatives, mostly around interest rate and commodity exposures.

DCP Midstream manages their direct exposure to market prices separate from Spectra Energy, and utilizes various risk management strategies, including the use of commodity derivatives.

Other than interest rate swaps and commodity derivatives as described below, we did not have significant derivatives outstanding during the three months ended March 31, 2015.

Interest Rate Swaps

At March 31, 2015, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $1,199 million to hedge against changes in the fair value of our fixed-rate debt that arise as a result of changes in market interest rates. These swaps also allow us to transform a portion of the underlying interest payments related to our long-term fixed-rate debt securities into variable-rate interest payments in order to achieve our desired mix of fixed and variable-rate debt.

Information about our interest rate swaps that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	37	$	—	$	37	$	24	$	—	$	24

Commodity Derivatives

At March 31, 2015, we had commodity mark-to-market derivatives outstanding with a total notional amount of 151 million gallons. The longest dated commodity derivative contract we currently have expires in 2017.

Information about our commodity derivatives that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	134	$	85	$	49	$	169	$	91	$	78
Liabilities	85		85		—		91		91		—

Substantially all of our commodity derivative agreements outstanding at March 31, 2015 and December 31, 2014 have provisions that require collateral to be posted in the amount of the net liability position if one of our credit ratings falls below investment grade.

19

Information regarding the impacts of commodity derivatives on our Condensed Consolidated Statements of Operations are as follows:

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	7	$	(3	)

13. Commitments and Contingencies

Environmental

We are subject to various U.S. federal, state and local laws and regulations, as well as Canadian federal and provincial laws, regarding air and water quality, hazardous and solid waste disposal and other environmental matters. These laws and regulations can change from time to time, imposing new obligations on us.

Like others in the energy industry, we and our affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of our ongoing operations, sites formerly owned or used by us, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations.

Litigation

Litigation and Legal Proceedings. We are involved in legal, tax and regulatory proceedings in various forums arising in the ordinary course of business, including matters regarding contract and payment claims, some of which involve substantial monetary amounts. We have insurance coverage for certain of these losses should they be incurred. We believe that the final disposition of these proceedings will not have a material effect on our consolidated results of operations, financial position or cash flows.

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of March 31, 2015 or December 31, 2014 related to litigation.

Other Commitments and Contingencies

See Note 14 for a discussion of guarantees and indemnifications.

14. Guarantees and Indemnifications

We have various financial guarantees and indemnifications which are issued in the normal course of business. As discussed below, these contracts include financial guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. We enter into these arrangements to facilitate a commercial transaction with a third party by enhancing the value of the transaction to the third party. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on our Condensed Consolidated Balance Sheets. The possibility of having to perform under these guarantees and indemnifications is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events.

We have issued performance guarantees to customers and other third parties that guarantee the payment and performance of other parties, including certain non-100%-owned entities. In connection with our spin-off from Duke Energy Corporation (Duke Energy) in 2007, certain guarantees that were previously issued by us were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as of March 31, 2015 was approximately $406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential amount of future payment of $201 million, expires in 2028. The remaining guarantees have no contractual expirations.

20

We have also issued joint and several guarantees to some of the Duke/Fluor Daniel (D/FD) project owners, guaranteeing the performance of D/FD under its engineering, procurement and construction contracts and other contractual commitments in place at the time of our spin-off from Duke Energy. D/FD is one of the entities transferred to Duke Energy in connection with our spin-off. Substantially all of these guarantees have no contractual expiration and no stated maximum amount of future payments that we could be required to make. Fluor Enterprises Inc., as 50% owner in D/FD, issued similar joint and several guarantees to the same D/FD project owners.

Westcoast Energy Inc. (Westcoast), a 100%-owned subsidiary, has issued performance guarantees to third parties guaranteeing the performance of unconsolidated entities, such as equity method investments, and of entities previously sold by Westcoast to third parties. Those guarantees require Westcoast to make payment to the guaranteed third party upon the failure of such unconsolidated or sold entity to make payment under some of its contractual obligations, such as debt agreements, purchase contracts and leases. Certain guarantees that were previously issued by Westcoast for obligations of entities that remained a part of Duke Energy are considered guarantees of third party performance; however, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements.

We have entered into various indemnification agreements related to purchase and sale agreements and other types of contractual agreements with vendors and other third parties. These agreements typically cover environmental, litigation and other matters, as well as breaches of representations, warranties and covenants. Typically, claims may be made by third parties for various periods of time depending on the nature of the claim. Our potential exposure under these indemnification agreements can range from a specified amount, such as the purchase price, to an unlimited dollar amount, depending on the nature of the claim and the particular transaction. We are unable to estimate the total potential amount of future payments under these indemnification agreements due to several factors, such as the unlimited exposure under certain guarantees.

As of March 31, 2015, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

15. Issuances of SEP Units

During the three months ended March 31, 2015, SEP issued 0.8 million common units to the public under its at-the-market program and approximately 16,000 general partner units to Spectra Energy. Total net proceeds to SEP were $40 million (net proceeds to Spectra Energy were $39 million). In connection with the issuances of the units, a $10 million gain ($6 million net of tax) to Additional Paid-in Capital and a $29 million increase in Equity-Noncontrolling Interests were recorded during the three months ended March 31, 2015. Spectra Energy’s ownership in SEP remained approximately 82% following the issuances.

The following table presents the effects of the issuances of SEP units:

	Three Months Ended March 31,
	2015		2014
	(in millions)
Net income-controlling interests	$	267	$	419
Increase in additional paid-in capital resulting from issuances of SEP units	6		10
Total net income-controlling interests and changes in equity-controlling interests	$	273	$	429

16. Employee Benefit Plans

Retirement Plans. We have a qualified non-contributory defined benefit (DB) retirement plan for U.S. employees and non-qualified, non-contributory, unfunded defined benefit plans which cover certain current and former U.S. executives. Our Westcoast subsidiary maintains qualified and non-qualified, contributory and non-contributory, DB and defined contribution (DC) retirement plans covering substantially all employees of our Canadian operations.

21

Our policy is to fund our retirement plans, where applicable, on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants or as required by legislation or plan terms. We made contributions of $5 million to our U.S. retirement plans in both of the three month periods ended March 31, 2015 and 2014. We made total contributions to the Canadian DC and DB plans of $9 million in the three months ended March 31, 2015 and $16 million in the same period in 2014. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $30 million to the Canadian plans in 2015.

Qualified and Non-Qualified Pension Plans—Components of Net Periodic Pension Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			6
Expected return on plan assets	(10		)	(10		)
Amortization of loss	2			3
Net periodic pension cost	$	3		$	4
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation	11			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	7			6
Net periodic pension cost	$	9		$	9

Other Post-Retirement Benefit Plans. We provide certain health care and life insurance benefits for retired employees on a contributory and non-contributory basis. Employees are eligible for these benefits if they have met age and service requirements at retirement, as defined in the plans.

Other Post-Retirement Benefit Plans—Components of Net Periodic Benefit Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			1
Net periodic other post-retirement benefit cost	$	2		$	2

Retirement/Savings Plan

In addition to the retirement plans described above, we also have defined contribution employee savings plans available to both U.S. and Canadian employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6% of eligible pay per pay period for U.S. employees and up to 5% of eligible pay per pay period for Canadian employees. We expensed pre-tax employer matching contributions of $3 million in both of the three month periods ended March 31, 2015 and 2014 for U.S. employees and $3 million in both of the three month periods for Canadian employees.

22

17. Condensed Consolidating Financial Information

Spectra Energy Corp has agreed to fully and unconditionally guarantee the payment of principal and interest under all series of notes outstanding under the Senior Indenture of Spectra Energy Capital, LLC (Spectra Capital), a 100%-owned, consolidated subsidiary. In accordance with Securities and Exchange Commission (SEC) rules, the following condensed consolidating financial information is presented. The information shown for Spectra Energy Corp and Spectra Capital is presented utilizing the equity method of accounting for investments in subsidiaries, as required. The non-guarantor subsidiaries column represents all consolidated subsidiaries of Spectra Capital. This information should be read in conjunction with our accompanying Condensed Consolidated Financial Statements and notes thereto.

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Three Months Ended March 31, 2015
Total operating revenues	$	—		$	—	$	1,624	$	(1	)	$	1,623
Total operating expenses	2			—		1,081		(1		)	1,082
Operating income (loss)	(2		)	—		543		—			541
Equity in earnings of unconsolidated affiliates	—			—		24		—			24
Equity in earnings of consolidated subsidiaries	263			421		—		(684		)	—
Other income and expenses, net	(2		)	—		22		—			20
Interest expense	—			61		98		—			159
Earnings before income taxes	259			360		491		(684		)	426
Income tax expense (benefit)	(8		)	97		12		—			101
Net income	267			263		479		(684		)	325
Net income—noncontrolling interests	—			—		58		—			58
Net income—controlling interests	$	267		$	263	$	421	$	(684	)	$	267
Three Months Ended March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419

23

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2015
Net income	$	267	$	263	$	479		$	(684	)	$	325
Other comprehensive income (loss)	1		—		(486		)	—			(485		)
Total comprehensive income (loss), net of tax	268		263		(7		)	(684		)	(160		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	268	$	263	$	(57	)	$	(684	)	$	(210	)
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186

24

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	408	$	—		$	409
Receivables—consolidated subsidiaries	60		—		25		(85		)	—
Receivables—other	2		2		1,148		—			1,152
Other current assets	11		1		490		—			502
Total current assets	73		4		2,071		(85		)	2,063
Investments in and loans to unconsolidated affiliates	—		—		2,943		—			2,943
Investments in consolidated subsidiaries	14,393		20,590		—		(34,983		)	—
Advances receivable—consolidated subsidiaries	—		4,772		1,160		(5,932		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,595		—			4,595
Other assets	37		26		256		—			319
Net property, plant and equipment	—		—		21,644		—			21,644
Regulatory assets and deferred debits	2		15		1,339		—			1,356
Total Assets	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920
Accounts payable	$	2	$	1	$	417	$	—		$	420
Accounts payable—consolidated subsidiaries	—		85		—		(85		)	—
Commercial paper	—		494		121		—			615
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	4		18		103		—			125
Current maturities of long-term debt	—		—		500		—			500
Other current liabilities	58		48		951		—			1,057
Total current liabilities	64		1,044		2,092		(483		)	2,717
Long-term debt	—		2,906		10,272		—			13,178
Advances payable—consolidated subsidiaries	5,932		—		—		(5,932		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	802		4,264		1,670		—			6,736
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,707		14,393		20,590		(34,983		)	7,707
Noncontrolling interests	—		—		2,324		—			2,324
Total equity	7,707		14,393		22,914		(34,983		)	10,031
Total Liabilities and Equity	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920

25

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	214	$	—		$	215
Receivables—consolidated subsidiaries	18		—		11		(29		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,267		(29		)	2,332
Investments in and loans to unconsolidated affiliates	—		—		2,966		—			2,966
Investments in consolidated subsidiaries	14,531		20,562		—		(35,093		)	—
Advances receivable—consolidated subsidiaries	—		4,683		898		(5,581		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,714		—			4,714
Other assets	38		22		267		—			327
Net property, plant and equipment	—		—		22,307		—			22,307
Regulatory assets and deferred debits	4		15		1,375		—			1,394
Total Assets	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040
Accounts payable	$	3	$	—	$	455	$	—		$	458
Accounts payable—consolidated subsidiaries	—		17		12		(29		)	—
Commercial paper	—		398		1,185		—			1,583
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	5		—		86		—			91
Current maturities of long-term debt	—		—		327		—			327
Other current liabilities	96		54		1,200		—			1,350
Total current liabilities	104		867		3,265		(427		)	3,809
Long-term debt	—		2,900		9,869		—			12,769
Advances payable—consolidated subsidiaries	5,581		—		—		(5,581		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	819		4,187		1,800		—			6,806
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,160		14,531		20,562		(35,093		)	8,160
Noncontrolling interests	—		—		2,238		—			2,238
Total equity	8,160		14,531		22,800		(35,093		)	10,398
Total Liabilities and Equity	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040

26

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	267		$	263		$	479		$	(684	)	$	325
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			196			—			196
Equity in earnings of unconsolidated affiliates	—			—			(24		)	—			(24		)
Equity in earnings of consolidated subsidiaries	(263		)	(421		)	—			684			—
Distributions received from unconsolidated affiliates	—			—			38			—			38
Other	90			16			125			—			231
Net cash provided by (used in) operating activities	94			(142		)	814			—			766
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(388		)	—			(388		)
Investments in and loans to unconsolidated affiliates	—			—			(15		)	—			(15		)
Purchases of held-to-maturity securities	—			—			(145		)	—			(145		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			123			—			123
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			18			—			18
Advances to affiliates	(135		)	(21		)	—			156			—
Other changes in restricted funds	—			—			2			—			2
Net cash used in investing activities	(135		)	(21		)	(404		)	156			(404		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Net increase (decrease) in commercial paper	—			95			(1,047		)	—			(952		)
Distributions to noncontrolling interests	—			—			(44		)	—			(44		)
Contributions from noncontrolling interests	—			—			58			—			58
Dividends paid on common stock	(250		)	—			—			—			(250		)
Proceeds from the issuance of SEP common units	—			—			39			—			39
Distributions and advances from (to) affiliates	290			68			(202		)	(156		)	—
Other	1			—			(10		)	—			(9		)
Net cash provided by (used in) financing activities	41			163			(212		)	(156		)	(164		)
Effect of exchange rate changes on cash	—			—			(4		)	—			(4		)
Net increase in cash and cash equivalents	—			—			194			—			194
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	408		$	—		$	409

27

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	419		$	415		$	683		$	(1,050	)	$	467
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			203			—			203
Equity in earnings of unconsolidated affiliates	—			—			(161		)	—			(161		)
Equity in earnings of consolidated subsidiaries	(415		)	(635		)	—			1,050			—
Distributions received from unconsolidated affiliates	—			—			89			—			89
Other	(35		)	146			(23		)	—			88
Net cash provided by (used in) operating activities	(31		)	(74		)	791			—			686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(374		)	—			(374		)
Investments in and loans to unconsolidated affiliates	—			—			(18		)	—			(18		)
Purchases of held-to-maturity securities	—			—			(198		)	—			(198		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			167			—			167
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			5			—			5
Distributions received from unconsolidated affiliates	—			—			22			—			22
Advances from (to) affiliates	108			(30		)	—			(78		)	—
Other changes in restricted funds	—			—			7			—			7
Net cash provided by (used in) investing activities	108			(30		)	(402		)	(78		)	(402		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			—			—			300
Payments for the redemption of long-term debt	—			(148		)	(136		)	—			(284		)
Net decrease in commercial paper	—			(55		)	(47		)	—			(102		)
Distributions to noncontrolling interests	—			—			(39		)	—			(39		)
Contributions from noncontrolling interests	—			—			6			—			6
Dividends paid on common stock	(228		)	—			—			—			(228		)
Proceeds from the issuance of SEP common units	—			—			52			—			52
Distributions and advances from (to) affiliates	146			(1		)	(223		)	78			—
Other	5			—			—			—			5
Net cash provided by (used in) financing activities	(77		)	96			(387		)	78			(290		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net decrease in cash and cash equivalents	—			(8		)	—			—			(8		)
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	4		$	189		$	—		$	193

28

18. New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”which supersedes the revenue recognition requirements of “Revenue Recognition (Topic 605)” and clarifies the principles of recognizing revenue. This ASU is effective for us January 1, 2017. In April 2015, the FASB tentatively decided to defer the effective date of the new revenue standard for one year and to permit entities to early adopt the standard as of the original effective date. We are currently evaluating this ASU and its potential impact on us.

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which makes changes to both the variable interest model and the voting model. These changes will require re-evaluation of certain entities for consolidation and will require us to revise our documentation regarding the consolidation or deconsolidation of such entities. ASU No. 2015-02 is effective for us January 1, 2016. We are currently evaluating this ASU and its potential impact on us.

In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as a deferred charge asset. ASU No. 2015-03 is effective for us January 1, 2016 and is to be applied retrospectively. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.

Executive Overview

For the three months ended March 31, 2015 and 2014, we reported net income from controlling interests of $267 million and $419 million, respectively.

The highlights for the three months ended March 31, 2015 compared to the same period in 2014 include the following:

• Spectra Energy Partners’ earnings increased mainly due to expansion projects, primarily at Texas Eastern Transmission, LP (Texas Eastern) and higher equity earnings from DCP Sand Hills Pipeline, LLC (Sand Hills) as a result of higher volumes.

• Distribution’s earnings decreased mainly due to the effect of a weaker Canadian dollar and the first quarter 2014 results including regulatory decisions from the OEB that, in aggregate, provided a benefit to the segment.

• Western Canada Transmission & Processing’s earnings decreased mainly due to lower NGL sales prices at the Empress operations and the effect of a weaker Canadian dollar.

• Field Services’ earnings decreased mainly due to lower commodity prices and a decrease in gains associated with the issuance of partnership units by DCP Partners. These decreases were partially offset by asset growth, improved operating efficiencies and other cost savings initiatives.

In the first quarter of 2015, we had $403 million of capital and investment expenditures. We currently project $3.5 billion of capital and investment expenditures for the full year, including expansion capital expenditures of $2.8 billion.

We are committed to an investment-grade balance sheet and continued prudent financial management of our capital structure. Therefore, financing these growth activities will continue to be based on our strong and growing fee-based earnings and cash flows as well as the issuances of debt and equity securities. As of March 31, 2015, our revolving credit facilities included Spectra Capital’s $1.0 billion facility, SEP’s $2.0 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 500 million Canadian dollar facility. These facilities are used principally as back-stops for commercial paper programs.

29

RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2015		2014
	(in millions)
Operating revenues	$	1,623	$	1,843
Operating expenses	1,082		1,204
Operating income	541		639
Other income and expenses	44		170
Interest expense	159		178
Earnings before income taxes	426		631
Income tax expense	101		164
Net income	325		467
Net income—noncontrolling interests	58		48
Net income—controlling interests	$	267	$	419

Operating Revenues. The $220 million, or 12%, decrease was driven by:

• lower NGL prices and sales volumes, lower sales volumes of residual natural gas and non-cash mark-to-market losses, net of an increase from settlement gains associated with the risk management program at the Empress operations at Western Canada Transmission & Processing, and

• the effects of a weaker Canadian dollar at Distribution and Western Canada Transmission & Processing, partially offset by

• higher natural gas prices passed through to customers, net of higher utility earnings to be shared with customers in accordance with the incentive regulation framework and the first quarter 2014 results including regulatory decisions from the OEB that, in aggregate, provided a benefit at Distribution, and

• revenues from expansion projects primarily at Texas Eastern, higher crude oil transportation revenues mainly as a result of higher contracted volumes and increased tariff rates for both Express and Platte pipelines, and an increase in recoveries of electric power and other costs passed through to customers, net of lower processing revenues primarily due to lower prices, lower natural gas transportation revenues from lower firm demand and commodity revenues on Texas Eastern and 2014 tank oil sales on the Platte pipeline at Spectra Energy Partners.

Operating Expenses. The $122 million, or 10%, decrease was driven by:

• decreased volumes of natural gas purchases for extraction and make-up and lower costs of sales at the Empress operations and lower costs passed through to customers at M&N Canada, net of higher repair, maintenance and plant turnaround costs at Western Canada Transmission & Processing, and

• the effects of a weaker Canadian dollar at Distribution and Western Canada Transmission & Processing, partially offset by

• higher natural gas prices passed through to customers at Distribution, and

• increased electric power and other costs passed through to customers and a non-cash impairment charge on Ozark Gas Gathering, L.L.C. (Ozark Gas Gathering) at Spectra Energy Partners.

Other Income and Expenses. The $126 million, or 74%, decrease was attributable to lower equity earnings from Field Services mainly due to decreased commodity prices and lower gains associated with the issuance of partnership units by DCP Partners, net of increased gathering and processing margins as a result of asset growth and improved performance in certain geographic regions. These decreases were partially offset by higher allowance for funds used during construction (AFUDC) resulting from higher capital spending and higher equity earnings from Sand Hills as a result of higher volumes at Spectra Energy Partners.

Interest Expense. The $19 million, or 11%, decrease was mainly due to a weaker Canadian dollar and lower average long-term debt balances.

Income Tax Expense. The $63 milliondecrease was primarily due to lower earnings and the effect of a weaker Canadian dollar. The effective tax rate for income from continuing operations was 24% and 26% for the three-month periods ended March 31, 2015 and 2014, respectively.

30

Net Income—Noncontrolling Interests. The $10 millionincrease was driven primarily by higher earnings from Spectra Energy Partners.

For a more detailed discussion of earnings drivers, see the segment discussions that follow.

Segment Results

Management evaluates segment performance based on EBITDA. Cash, cash equivalents and short-term investments are managed at the parent-company levels, so the gains and losses from foreign currency transactions and interest and dividend income are excluded from the segments’ EBITDA. We consider segment EBITDA to be a good indicator of each segment’s operating performance from its continuing operations, as it represents the results of our operations without regard to financing methods or capital structures. Our segment EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner.

Segment EBITDA is summarized in the following table. Detailed discussions follow.

EBITDA by Business Segment

	Three Months Ended March 31,
	2015			2014
	(in millions)
Spectra Energy Partners	$	455		$	429
Distribution	192			226
Western Canada Transmission & Processing	161			237
Field Services	(17		)	130
Total reportable segment EBITDA	791			1,022
Other	(15		)	(17		)
Total reportable segment and other EBITDA	776			1,005
Depreciation and amortization	193			200
Interest expense	159			178
Interest income and other	2			4
Earnings before income taxes	$	426		$	631

The amounts discussed below include intercompany transactions that are eliminated in the Condensed Consolidated Financial Statements.

Spectra Energy Partners

	Three Months Ended March 31,
	2015		2014		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	606	$	581	$	25
Operating expenses
Operating, maintenance and other	207		185		22
Other income and expenses	56		33		23
EBITDA	$	455	$	429	$	26
Express pipeline revenue receipts, MBbl/d (a)	246		225		21
Platte PADD II deliveries, MBbl/d	169		166		3

___________

(a) Thousand barrels per day.

31

Operating Revenues. The $25 millionincrease was driven by:

• a $33 million increase due to expansion projects, primarily on Texas Eastern,

• a $15 million increase in crude oil transportation revenues mainly as a result of higher contracted volumes and increased tariff rates for both of the Express and Platte pipelines, and

• a $14 million increase in recoveries of electric power and other costs passed through to customers, partially offset by

• an $11 million decrease in processing revenues primarily due to lower prices,

• a $10 million decrease in natural gas transportation revenues from lower firm demand and commodity revenues on Texas Eastern,

• a $6 million decrease due to tank oil sales on the Platte pipeline in 2014,

• a $4 million decrease in inventory settlement revenues due to timing of inventory changes and lower oil prices on the Express and Platte pipelines, and

• a $4 million decrease in gas storage revenues due to lower rates.

Operating, Maintenance and Other. The $22 millionincrease was driven by:

• a $14 million increase in electric power and other costs passed through to customers, and

• a $9 million increase due to an impairment charge on Ozark Gas Gathering.

Other Income and Expenses. The $23 millionincrease was primarily due to higher AFUDC resulting from higher capital spending and higher equity earnings from Sand Hills as a result of higher volumes and the dropdown of an additional 24.95% interest in Southeast Supply Header, LLC (SESH).

Distribution

	Three Months Ended March 31,
	2015			2014			Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	662		$	718		$	(56	)
Operating expenses
Natural gas purchased	383			388			(5		)
Operating, maintenance and other	86			103			(17		)
Other income and expenses	(1		)	(1		)	—
EBITDA	$	192		$	226		$	(34	)
Number of customers, thousands	1,422			1,401			21
Heating degree days, Fahrenheit	4,259			4,251			8
Pipeline throughput, TBtu (a)	328			294			34
Canadian dollar exchange rate, average	1.24			1.10			0.14

___________

(a) Trillion British thermal units.

Operating Revenues. The $56 milliondecrease was driven by:

• an $82 million decrease resulting from a weaker Canadian dollar,

• a $12 million decrease from higher utility earnings to be shared with customers in accordance with the incentive regulation framework, and

• a $10 million decrease, net of 2012 earnings sharing, primarily as a result of the first quarter 2014 results including regulatory decisions from the OEB that, in aggregate, provided a benefit, partially offset by

• a $46 million increase from higher natural gas prices passed through to customers. Prices charged to customers are adjusted quarterly based on the 12 month New York Mercantile Exchange (NYMEX) forecast.

32

Natural Gas Purchased. The $5 milliondecrease was driven by:

• a $47 million decrease resulting from a weaker Canadian dollar, mostly offset by

• a $46 million increase from higher natural gas prices passed through to customers.

Operating, Maintenance and Other. The $17 milliondecrease was driven by a weaker Canadian dollar.

Western Canada Transmission & Processing

	Three Months Ended March 31,
	2015		2014		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	370	$	575	$	(205	)
Operating expenses
Natural gas and petroleum products purchased	67		174		(107		)
Operating, maintenance and other	147		165		(18		)
Other income and expenses	5		1		4
EBITDA	$	161	$	237	$	(76	)
Pipeline throughput, TBtu	256		242		14
Volumes processed, TBtu	180		177		3
Canadian dollar exchange rate, average	1.24		1.10		0.14

Operating Revenues. The $205 milliondecrease was driven by:

• an $82 million decrease due to lower NGL prices associated with the Empress operations,

• a $46 million decrease as a result of a weaker Canadian dollar,

• a $43 million decrease due primarily to lower sales volumes of residual natural gas at the Empress operations,

• a $41 million decrease in sales volumes of NGLs at the Empress operations,

• a $22 million decrease arising from non-cash mark-to-market losses associated with the risk management program implemented in 2014 at the Empress operations, and

• a $9 million decrease in transmission revenues due to lower interruptible transmission revenues and lower tolls charged to customers at M&N Canada, partially offset by

• a $32 million increase from settlement gains associated with the risk management program at the Empress operations, and

• an $8 million increase in gathering and processing revenues due primarily to higher volumes.

Natural Gas and Petroleum Products Purchased. The $107 milliondecrease was driven by:

• a $76 million decrease due primarily to lower volumes of natural gas purchases for extraction and make-up at the Empress operations,

• a $24 million decrease primarily as a result of lower costs of sales at the Empress facility, and

• an $8 million decrease as a result of a weaker Canadian dollar.

Operating, Maintenance and Other. The $18 milliondecrease was driven by:

• an $18 million decrease as a result of a weaker Canadian dollar,

• an $8 million decrease primarily in costs passed through to customers at M&N Canada, and

• a $3 million decrease in Empress plant fuel costs due primarily to lower prices, partially offset by

• a $6 million increase in repair and maintenance costs, and

• a $4 million increase in plant turnaround costs.

Other Income and Expenses. The $4 millionincrease was driven primarily by higher earnings from equity investments.

33

Field Services

	Three Months Ended March 31,
	2015			2014		Increase (Decrease)
	(in millions, except where noted)
Equity in earnings of unconsolidated affiliates	$	(17	)	$	130	$	(147	)
EBITDA	$	(17	)	$	130	$	(147	)
Natural gas gathered and processed/transported, TBtu/d (a,b)	7.1			7.2		(0.1		)
NGL production, MBbl/d (a)	399			445		(46		)
Average natural gas price per MMBtu (c,d)	$	2.98		$	4.94	$	(1.96	)
Average NGL price per gallon (e)	$	0.49		$	1.06	$	(0.57	)
Average crude oil price per barrel (f)	$	48.63		$	98.68	$	(50.05	)

___________

(a) Reflects 100% of volumes.

(b) Trillion British thermal units per day.

(c) Average price based on NYMEX Henry Hub.

(d) Million British thermal units.

(e) Does not reflect results of commodity hedges.

(f) Average price based on NYMEX calendar month.

EBITDA.Lower equity earnings of $147 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $128 million decrease from commodity-sensitive processing arrangements due to decreased commodity prices, and

• a $46 million decrease in gains associated with the issuance of partnership units by DCP Partners in 2015 compared to 2014, partially offset by

• a $21 million increase in gathering and processing margins as a result of asset growth and improved performance in certain of our geographic regions,

• a $5 million increase primarily as a result of a gain on sale of assets in 2015 related to the sale of our interest in Dover-Hennessey, and

• a $5 million increase primarily attributable to lower operating expenses as a result of cost savings initiatives in operations.

Other

	Three Months Ended March 31,
	2015			2014			Increase (Decrease)
	(in millions)
Operating revenues	$	18		$	18		$	—
Operating expenses
Operating, maintenance and other	32			38			(6		)
Other income and expenses	(1		)	3			(4		)
EBITDA	$	(15	)	$	(17	)	$	2

EBITDA. The $2 millionincrease reflects lower corporate costs, including employee benefit costs.

34

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2015, we had negative working capital of $654 million. This balance includes commercial paper liabilities totaling $615 million and current maturities of long-term debt of $500 million. We will rely upon cash flows from operations and various financing transactions, which may include debt and/or equity issuances, to fund our liquidity and capital requirements for the next 12 months. SEP is expected to be self-funding through its cash flows from operations, use of its revolving credit facility and its access to capital markets. We receive cash distributions from SEP in accordance with the partnership agreement, which considers our level of ownership and incentive distribution rights.

As of March 31, 2015, our revolving credit facilities included Spectra Capital’s $1.0 billion facility, SEP’s $2.0 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 500 million Canadian dollar facility, with available capacity of $1,879 million under SEP’s credit facility and $1,215 million under our other subsidiaries’ credit facilities. These facilities are used principally as back-stops for commercial paper programs. At Spectra Capital, SEP and Westcoast, we primarily use commercial paper for temporary funding of capital expenditures. At Union Gas, we primarily use commercial paper to support short-term working capital fluctuations. We also utilize commercial paper, other variable-rate debt and interest rate swaps to achieve our desired mix of fixed and variable-rate debt. See Note 10 of Notes to Condensed Consolidated Financial Statements for a discussion of available credit facilities and Financing Cash Flows and Liquidity for a discussion of effective shelf registrations.

Cash Flow Analysis

The following table summarizes the changes in cash flows for each of the periods presented:

	Three Months Ended March 31,
	2015			2014
Net cash provided by (used in):	(in millions)
Operating activities	$	766		$	686
Investing activities	(404		)	(402		)
Financing activities	(164		)	(290		)
Effect of exchange rate changes on cash	(4		)	(2		)
Net increase (decrease) in cash and cash equivalents	194			(8		)
Cash and cash equivalents at beginning of the period	215			201
Cash and cash equivalents at end of the period	$	409		$	193

Operating Cash Flows

Net cash provided by operating activities increased $80 million to $766 million in the three months ended March 31, 2015 compared to the same period in 2014, driven mostly by changes in working capital, partially offset by lower earnings.

Investing Cash Flows

Net cash used in investing activities increased $2 million to $404 million in the three months ended March 31, 2015 compared to the same period in 2014. This change was driven by:

• an $11 million net increase in capital and investment expenditures, and

• a $4 million decrease in distributions received from unconsolidated affiliates, partially offset by

• a $9 million decrease of net purchases of held-to-maturity securities, and

• an $8 million decrease of net purchases of available-for-sale securities.

35

	Three Months Ended March 31,
	2015		2014
Capital and Investment Expenditures	(in millions)
Spectra Energy Partners	$	255	$	199
Distribution	89		44
Western Canada Transmission & Processing	45		140
Total reportable segments	389		383
Other	14		9
Total consolidated	$	403	$	392

Capital and investment expenditures for the three months ended March 31, 2015 consisted of $316 million for expansion projects and $87 million for maintenance.

We project 2015 capital and investment expenditures of approximately $3.5 billion, consisting of approximately $2.5 billion for Spectra Energy Partners, $0.6 billion for Distribution and $0.4 billion for Western Canada Transmission & Processing. Total projected 2015 capital and investment expenditures include approximately $2.8 billion of expansion capital expenditures and $0.7 billion for maintenance and upgrades of existing plants, pipelines and infrastructure to serve growth.

Financing Cash Flows and Liquidity

Net cash used in financing activities decreased $126 million to $164 million for the three months ended March 31, 2015 compared to the same period in 2014. This change was driven by:

• $994 million of net proceeds from the issuances of SEP long-term debt in 2015, and

• a $52 million increase in contributions from noncontrolling interest, partially offset by

• an $850 million increase in net repayments of commercial paper.

On March 12, 2015, SEP issued $500 million of 3.50% unsecured notes due 2025 and $500 million of 4.50% unsecured notes due 2045. Net proceeds from the offering were used to repay a portion of outstanding commercial paper, to fund capital expenditures and for general corporate purposes.

During the three months ended March 31, 2015, SEP issued 0.8 million common units to the public under its at-the-market program and approximately 16,000 general partner units to Spectra Energy. Total net proceeds to SEP were $40 million (net proceeds to Spectra Energy were $39 million). The net proceeds were used for SEP’s general partnership purposes, which may have included debt repayments, capital expenditures and/or additions to working capital. In 2015 through the date of this report, SEP has issued 0.9 million common units to the public and 19,000 general partner units to Spectra Energy, for total net proceeds to SEP of $48 million (net proceeds to Spectra Energy were $47 million).

Available Credit Facilities and Restrictive Debt Covenants. See Note 10 of Notes to Condensed Consolidated Financial Statements for a discussion of available credit facilities and related financial and other covenants.

The terms of our Spectra Capital credit agreement and term loan require our consolidated debt-to-total-capitalization ratio, as defined in the agreements, to be 65% or lower. Per the terms of the agreements, collateralized debt is excluded from the calculation of the ratio. As of March 31, 2015, this ratio was 58%. Our equity and, as a result, this ratio, is sensitive to significant movements of the Canadian dollar relative to the U.S. dollar due to the significance of our Canadian operations. Based on the strength of our total capitalization as of March 31, 2015, however, it is not likely that a material adverse effect would occur as a result of a weakened Canadian dollar.

Dividends. Our near-term objective is to increase our cash dividend by $0.14 per year through 2017. We expect to continue our policy of paying regular cash dividends. The declaration and payment of dividends are subject to the sole discretion of our Board of Directors and will depend upon many factors, including the financial condition, earnings and capital requirements of our operating subsidiaries, covenants associated with certain debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our Board of Directors. We declared a quarterly cash dividend of $0.37 per common share on April 28, 2015 payable on June 9, 2015 to shareholders at close of business on May 13, 2015.

Other Financing Matters. Spectra Energy Corp and Spectra Capital have an effective shelf registration statement on file with the SEC to register the issuance of unspecified amounts of various equity and debt securities. SEP has an effective shelf

36

registration statement on file with the SEC to register the issuance of unspecified amounts of limited partner common units. SEP also has $499 million available as of March 31, 2015 for the issuance of limited partner common units under another effective shelf registration statement on file with the SEC related to its continuous offering program. Westcoast and Union Gas have an aggregate 2.5 billion Canadian dollars (approximately $2.0 billion) available as of March 31, 2015 for the issuance of debt securities in the Canadian market under debt shelf prospectuses.

OTHER ISSUES

New Accounting Pronouncements. See Note 18 of Notes to Condensed Consolidated Financial Statements for discussion.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our exposure to market risk is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2014. We believe our exposure to market risk has not changed materially since then.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2015, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2015 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

37

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We have no material pending legal proceedings that are required to be disclosed hereunder. For information regarding other legal proceedings, including regulatory and environmental matters, see Notes 3 and 13 of Notes to Condensed Consolidated Financial Statements, which information is incorporated by reference into this Part II.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 which could materially affect our financial condition or future results. There have been no material changes to those risk factors.

Item 6. Exhibits.

Any agreements included as exhibits to this Form 10-Q may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement;

• may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading.

38

(a) Exhibits

Exhibit Number
*10.1	Form of Phantom Stock Award Agreement (2015) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*10.2	Form of Performance Award Agreement (2015) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema.
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*101.LAB	XBRL Taxonomy Extension Label Linkbase.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

The total amount of securities of the registrant or its subsidiaries authorized under any instrument with respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees, upon request of the Securities and Exchange Commission, to furnish copies of any or all of such instruments to it.

SIGNATURES

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 thereunto duly authorized.

	SPECTRA ENERGY CORP
Date: May 7, 2015	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: May 7, 2015	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

39

EX-10.1

EXHIBIT 10.1

SPECTRA ENERGY CORP

PHANTOM STOCK AWARD AGREEMENT

ThisPhantomStockAward Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Company”), and ________ (the “Grantee”).

RECITALS

Under the amended and restated Spectra Energy Corp 2007 Long-Term Incentive Plan as it may, from time to time, be amended (the “Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”), or its delegatee,hasdeterminedtheformofthisAgreement(whichalsoincludes Schedule A hereto or Schedule B hereto, as applicable to the Grantee) and selected the Grantee, as an Employee, to receive the award evidenced by this Agreement (the “Award”) and the Phantom Stock unitsandtandemDividendEquivalentsthataresubjecthereto. The basis for the Award is to provide an incentive for the Employee to remain with the Company and to improve Employee retention. Awards are not intended for Employees who have given notice of resignation or who have been given notice of termination by the Company or an employing Subsidiary, and will not accrue to Employees once such notices are given. For clarity, Awards do not accrue for Employees who have received notice,givennoticeorhave been determined to be entitled to a notice period by a court, and no damages suffered by an Employee due to lack of sufficient notice will include compensation for loss of vesting rights or accrual of an Award, notwithstanding any statutory, contractual, or common law period of notice of termination, or compensation in lieu of such notice, to which an employee may be entitled. The applicable provisions ofthePlanareincorporatedinthis Agreement by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

AWARD

In accordancewiththePlan,the Company has made this Award, effective as of the Date of Grant and upon the following terms and conditions:

Section 1.NumberandNatureof Phantom Stock Units and Tandem Dividend Equivalents. The number of Phantom Stock units and the number of tandem Dividend Equivalents subject to this Award are each ___________ (____). Each Phantom Stock unit, upon becoming vested before its expiration, represents a right to receive payment in the form of cash equal to the Fair Market Value of one (1) share of Common Stock. Each tandem Dividend Equivalent represents a right to receive cash payments equivalent to the amount of cash dividends declared and paid on one (1) share of Common Stock after the Date of Grant and before the Dividend Equivalent expires. Phantom Stock units and Dividend Equivalents are used solely as units of measurement,andarenotsharesofCommonStockandtheGranteeis not,and has no

2015 Phantom Award Agreement - Cash

rights as, a shareholder of the Company by virtue of this Award. The Phantom Stock units and Dividend Equivalents subject to this Award have been awarded to the Grantee inrespectofservicestobeperformedbytheGranteeexclusively in and after the year in which the Award is made.

Section 2.Vesting of Phantom Stock Units. The specified percentage of the PhantomStock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:

(a)Generally.100%uponGranteecontinuouslyremaininganEmployee of the Company, including Subsidiaries, through the third anniversary of the Date of Grant (the “Vesting Period”).

(b) Retirement. If Grantee’s employment with the Company, including Subsidiaries, terminates at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or under another retirement plan of the Company or Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of the Spectra Energy Retirement Cash Balance Plan, then the number of PhantomStockunitsand tandem Dividend Equivalents to which the Grantee shall have a right to payment hereunder shall be prorated to reflect the number of months of the Vesting Period during which the Grantee’s active employment with the Company, including Subsidiaries, (“Active Employment”) continued, and the remaining Phantom Stock units not vested shall be forfeited. Solely for purposes of calculating the prorated paymentintheprecedingsentence,iftheGrantee’sActiveEmploymentcontinuedfor at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employmentshallbeconsideredtohavecontinuedfortheentiretyofsuchmonth,but in no event for more than thirty-six (36) months. Grantee shall be considered to have “retired” but Grantee’s employment shall be considered to continue, with continued vesting under Section 2(a) with respect to the prorated payment determined in accordance with the above, (i) unless the Committee or its delegatee, in its sole discretion, determines that (A) Grantee is in violation of any obligation identified in Section4or(B)theterminationofGrantee’semploymentisforCause, in which case all Phantom Stock units not previously vested shall be forfeited, or (ii) unless the Grantee dies, in which case the Phantom Stock units subject to the provisions of this Section 2(b)shallvestinaccordancewithSection2(c). TheadditionalprovisionsofSection1 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.

(c) Death or Disability. If Grantee’s employment with the Company, includingSubsidiaries, terminates (i) as the result of Grantee’s death or (ii) as the result of Grantee’s “permanent and total disability,” as defined in Section 1 of Schedule A hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, 100% of the Phantom Stock units subject to this Award shall vest immediately.

2015 Phantom Award Agreement - Cash            2

(d) Involuntary Termination Without Cause. If Grantee’s employment is terminated by the Company, or employing Subsidiary, other than for Cause, regardless of reason for termination or the party giving notice, (i) the number of Phantom Stock units and tandem Dividend Equivalents to which the Grantee shall have a right to payment hereunder shall be prorated to reflect the number of months of Active Employment during the Vesting Period, and shall vest immediately, and (ii) the remainingPhantomStockunitsshallbeforfeited.Solely for purposes of calculating the prorated payment in clause (i) of the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the entire month, but in no event for more than thirty-six (36) months. The additional provisions of Section 3 of Schedule B hereto are incorporated herein if Schedule Bis applicable to the Grantee.

(e)Change in Control. All Phantom Stock units and tandem Dividend Equivalents to which the Grantee has the right to payment hereunder shall become 100% vested to the extent not yet vested as provided for in Section 2 above, if, following the occurrence of a Change in Control and before the second anniversary of such occurrence, (A) the Grantee’s employment is terminated involuntarily, and not for Cause, by the Company, or employing Subsidiary, or their successor; or (B) such employment is terminated by the Grantee for Good Reason.

Forthepurposes of this Agreement, “Good Reason” is defined as the occurrence (withouttheGrantee’sexpresswrittenconsent)ofany of the following, unless such act or failure to act is corrected, prior to the effective date of Grantee’s termination of employment, as specified in Grantee’s notice termination, as provided in the following paragraph: (A) a substantial adverse alteration in the nature or status of the Grantee’s responsibilities;(B) a reduction in the Grantee’s annual base salary, provided that there is not an across-the-board reduction similarly affecting all or substantially all similarly-situatedemployeesoftheCompanyandemployingSubsidiaries;(C) a reduction in the Grantee’s target annual bonus, provided that there is not an across-the-board reduction similarly affecting all similarly-situated employees of the Company and employing Subsidiaries; (D) the elimination of any material employee benefit plan in which the Granteeisaparticipantor the material reduction of Grantee’s benefits under such plan, unless the Company either (1) immediately replaces such employee benefit plan or unless the Grantee is permitted to immediately participate in other employee benefit plan(s) providing the Grantee with a substantially equivalent value of benefits in the aggregate to those eliminated or materially reduced, or (2) immediately provides the Grantee with other forms of compensation of comparable value to that being eliminated orreduced;(E)arelocationwithoutthewrittenconsentof the Grantee that requires the Grantee to report to a work location more than thirty-five (35) miles from the work location to which the Grantee was assigned prior to the Change in Control.

Granteeisrequiredtoprovidenotice to the Company of the existence of any of the conditions set forth in the “Good Reason” definition in this Section 2(e) at least fifteen (15), but not more than sixty (60), days prior to the date of Grantee’s termination

2015 Phantom Award Agreement - Cash            3

of employment. Upon receipt of such notice, the Company may, prior to the effective dateof Grantee’s termination of employment, cure or remedy such condition. If Grantee terminates from employment after providing notice and after the Company has cured theconditionwithinthetimeframesetforthinthisSection 2(e),thensuchtermination of employmentwillbeconsideredtobeavoluntary termination of employment, and not a separation for Good Reason.

The Grantee’s continued employment shall not constitute consent to, or a waiver ofrightswithrespectto, any act or failure to act constituting Good Reason pursuant to the foregoing provisions of this Section 2(e).

Section 3.Definitionof“Cause.”Forthe purposes of this Agreement, “Cause” for termination by the Company or an employing Subsidiary of the Grantee’s employment shall include: (i) a material failure by the Grantee to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Grantee’s position, (ii) the final conviction of the Grantee ofa(A)felony,(B)crimeorcriminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Grantee’s employment with the Company or an employing Subsidiary, (iii) an egregious act of dishonesty by the Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Grantee toward the customers or employees of the Company or any affiliate, (iv) a material breach by the Grantee of the Company’s Code of Business Ethics, (v) the failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates, or (vi) the usual meaningofjustcauseunderCanadiancommon law, if applicable; all as determined by the Company in its sole discretion.

Section 4.Violation of Grantee Obligation. In consideration of the continued vesting opportunity provided under Section 2 following the termination of Grantee’s continuous employment by the Company, including Subsidiaries, if Grantee is considered “retired”, Grantee agrees to the noncompetition and other restrictions set forth in Section 2 of Schedule A hereto or Section 4 of Schedule B hereto, as applicable to the Grantee. In the event that Grantee violates applicable noncompetition and other restrictions, the continued vesting opportunity provided under Section 2 shall terminate and be forfeited.

Section 5.Forfeiture/Expiration. Any Phantom Stock unit subject to this Award shall be forfeited upon notice of the termination of Grantee’s continuous employmentwiththeCompanyanditsSubsidiaries,whethersuchnotice is given by the Grantee or by the Company, including Subsidiaries, from the Date of Grant, except to the extent otherwise provided in Section 2, and, if not previously vested, deferred or forfeited,shallexpireimmediatelybeforethethirdanniversary of the Date of Grant. Any Dividend Equivalent subject to this Award shall expire at the time the unit of Phantom Stock with respect to which the Dividend Equivalent is in tandem (i) is vested and paid, or, to the extent permitted by the laws of the applicable jurisdiction, deferred, (ii) is

2015 Phantom Award Agreement - Cash            4

forfeited,or(iii)expires.TheadditionalprovisionsofSection 5 of Schedule Bhereto are incorporated herein if Schedule B is applicable to the Grantee.

Section 6.Dividend Equivalent Payments. Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Phantom Stock unit that is vested and paid shall be paid in a single lump sum cash payment as soon as practicable following the vesting and payment of the Phantom Stock unit, and in no event later than the end of the third calendar year following the year of the Date of Grant, except, if the vested Phantom Stock unit is deferred by the Grantee as provided inSection7,paymentwithrespect to the tandem Dividend Equivalent shall likewise be deferred. Payment under this Section 6 shall be made not later than thirty (30) days after payment hereunder of the related tandem Phantom Stock units. The Dividend Equivalent payment amount shall equal the aggregate cash dividends declared and paid with respect to one (1) share of Common Stock for the period beginning on the DateofGrantandendingonthedatethevested,tandem Phantom Stock unit is paid or deferred and before the Dividend Equivalent expires. However, should the Grantee receivepaymentofPhantomStockunitsunderthisAwardwithoutthe right to receive a dividendand,becauseofthetiming of the declaration of such dividend, the Grantee is nototherwiseentitledtopaymentundertheexpiringDividendEquivalentwithrespect to such dividend, the Grantee, nevertheless, shall be entitled to such payment. Dividend Equivalent payments shall be subject to withholding for taxes. Notwithstanding any other provision hereof, to the extent necessary for this Agreement not to be construed as a salary deferral arrangement under Canadian law, in no event will any Dividend Equivalent to which the Grantee may be entitled vest, or will the right to receive a payment in respect of any Dividend Equivalent arise, after December 30 of the calendar year which is three years following the end of the year in which any portion of the servicestowhichtheawardofsuch Dividend Equivalent relates were performed by the Grantee, and in the event this would, apart from this provision, occur, notwithstanding any other provision hereof, the applicable Dividend Equivalent will vest and the Grantee willbeentitledtoreceivepaymentof such Dividend Equivalent on December 30 (or the first date prior thereto that is not a Saturday, Sunday or holiday) in the first calendar year which is three years following the end of the year in which any portion of the servicestowhichtheawardofsuch Dividend Equivalent relates were performed by the Grantee.

Section 7.Payment of Phantom Stock Units. Payment of Phantom Stock units subject to this Award shall be made to the Grantee in a single lump sum cash payment as soon as practicable following the time such units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) daysfollowingsuchvestingand in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegatee, may prescribe consistentwith the requirements of Code Section 409A or any Canadian law equivalent, as applicable. Any deferral of Phantom Stock units by the Grantee hereunder shall apply to both the shares of Common Stock and the related tandem Dividend Equivalents.Paymentshallbesubjecttowithholdingfortaxes.Payment shall be in the

2015 Phantom Award Agreement - Cash            5

formofcash equal to the Fair Market Value of one (1) share of Common Stock for each fullvestedunitofPhantom Stock, and any fractional vested unit of Phantom Stock shall beroundeduptothenextwholeshareforpurposes of both vesting under Section 2 and payment under this Section 7.

Section 8.No Employment Right. Nothing in this Agreement or in the Plan shall confer upon the Grantee the right to continued employment by the Company or any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time for any reason.

Section 9.Nonalienation.ThePhantomStockunitsandDividend Equivalents subject to this Award are not assignable or transferable by the Grantee. Upon any attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred hereby, oruponthelevyofanyattachmentorsimilar process upon such Phantom Stock unit or Dividend Equivalent, or upon such right or privilege, such Phantom Stock unit or Dividend Equivalent, or right or privilege, shall immediately become null and void.

Section 10.Determinations.DeterminationsbytheCommittee,or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan and this Agreement.

Section 11.Governing Law and Severability.The validity and construction of this Agreement shall be governed by the laws of the state of Delaware applicable to transactionstakingplaceentirelywithinthatstate. The invalidity of any provision of this Agreementshallnotaffectanyotherprovision of this Agreement, which shall remain in full force and effect.

Section 12.Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, for the purposes of this Agreement, the termination of Grantee’semploymentshallnotresult in the payment of any amount hereunder that is subject to, and not exempt from, Code Section 409A, unless such termination of employment constitutes a “separation from service” as defined under Code Section 409A. Further, notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to unfavorable tax consequences under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee” (within the meaningofCodeSection409A),thenif the Grantee is a “specified employee,” any such paymentthat the Grantee would otherwise be entitled to receive during the first six (6) months following Grantee’s termination of employment from the Company, including Subsidiaries,shallbeaccumulatedand paid,withinthirty(30)daysafterthedate that is six (6) months following the Grantee’s date of termination of employment from the Company,includingSubsidiaries,orsuch earlier date upon which such amount can be paid under Code Section 409A without being subject to such unfavorable tax consequences such as, for example, upon the Grantee’s death.

2015 Phantom Award Agreement - Cash            6

Section 13.Conflicts with Plan, Correction of Errors, Grantee’s Consent, and Amendments. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such Plan provision shall be controlling and the applicable provisionofthisAgreementshallbewithout force and effect to the extent necessary to cause such Plan provision to be controlling. In the event that, due to administrative error, this Agreement does not accurately reflect a Phantom Stock Award properly granted to Grantee pursuant to the Plan, the Company, acting through its Executive CompensationDepartment,reservestherighttocancelanyerroneousdocumentand, if appropriate, to replace the cancelled document with a corrected document. It is the intentionoftheCompanyandthe Grantee that this Agreement either (i) comply with the salary deferral arrangement rules under Canadian law and Code Section 409A, as applicable,or(ii)notbeconstruedasa salary deferral arrangement under Canadian law and be exempt from Code Section 409A, to the extent applicable. Accordingly, this Agreement shall be interpreted as necessary and to the extent legally permissible to comply with the requirements of, or exemption under, Canadian law and Code Section409A, as applicable, as determined by the Committee or its delegatee. Grantee shallalsobedeemedtoconsenttoany amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee shall promptly provide, or make available to, the Grantee a copy of any such amendment.Finally,thisAgreement may be amended or modified at any time and from time to time by action of the Committee.

Section 14.Grantee Confidentiality Obligations. In accepting this Phantom Stock Award, Grantee acknowledges that Grantee is obligated under Company policy, and under federal, state, provincial and other applicable law, to protect and safeguard the confidentiality of trade secrets and other proprietary and confidential information belonging to the Company and its affiliates that are acquired by Grantee during Grantee’s employment with the Company and its affiliates, and that such obligations continue beyond the termination of such employment. Grantee agrees to notify any subsequent employer of such obligations and that the Company and its affiliates, in order to enforce such obligations, may pursue legal recourse not only against Grantee, but against a subsequent employer of Grantee. Grantee agrees that he shall not disclosetheexistence or terms of this Agreement to anyone other than his spouse, tax advisor(s) and/or attorney(s), provided that he first obtains the agreement of such persons to be bound by the confidentiality provisions of this paragraph. Grantee also agrees to immediately give the Company written notice in accordance with the provisions of this Agreement in the event he is legally required to disclose any of the confidential information covered by the provisions of this paragraph.

Section 15.Nonsolicitation. Grantee further agrees that he will not, either directly or indirectly, solicit, hire or employ, or cause any other person, company, or entitytosolicit,hireor employ, any employee or contractor retained or employed by the Company or its affiliates during the period of Grantee’s employment and for the period set forth in Section 3 of Schedule A hereto or Section 6 of Schedule Bhereto, as applicable to the Grantee. The provisions of this paragraph shall not apply to contact initiatedbyan employee or contractor of the Company or its affiliates in response to a

2015 Phantom Award Agreement - Cash            7

generalsolicitationofapplicationsforemployment.Grantee agreesthatthis Agreement is subject to the provisions of this paragraph.

Section16.Notices.AllnoticesunderthisAgreementshallbemailedordelivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either partytotheother party, or to their permitted transferees if applicable. Notices shall be effective upon receipt.

Section 17.Payments Subject to Clawback. To the extent that any payment underthisAgreementissubject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Act and the authority issued thereunder. Further, the Company will be entitled to the extent permitted or required by any other applicable law and/or Company policy as in effect from time to time (including, but not limited to, the Policy on Recovery of Executive Compensation) to recoup compensation of whatever kind paid by the Company or any of its affiliates at any time to the Grantee pursuant to this Agreement.

Section 18.Equitable Remedies. Grantee hereby acknowledges and agrees thatabreachofGrantee’sobligationsunderthisAgreementwouldresultindamages to the Company that could not be adequately compensated for by monetary award. Accordingly, in the event of any such breach by Grantee, in addition to all other remediesavailabletotheCompanyatlaworinequity,theCompanywillbeentitledas a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

Section 19.Arbitration Agreement. The Grantee and the Company both agree that any dispute arising out of or related to this Agreement, which does not involve the CompanyseekingacourtinjunctionorotherreliefasprovidedforinSection18, shall be resolved by binding arbitration under the employment dispute resolution rules of the American Arbitration Association and that any proceeding under the provisions of this Section 19 shall be held in Houston, Texas. The parties both irrevocably WAIVE ANY AND ALL RIGHTS TO A JURY as to any and all claims and issues in any such dispute. By this provision, both the Grantee and the Company understand and agree that any and all claims and issues in such dispute shall be decided by such arbitration proceeding.

Notwithstanding the foregoing, this Award is subject to cancellation by the Company in its sole discretion unless the Grantee, by not later than _________ __, ____, has signed a duplicate of this Agreement, in the space provided below, and returned the signed duplicate to the Executive Compensation Department - Phantom Stock (WO 1O23), Spectra Energy Corp, P. O. Box 1642, Houston, TX 77251-1642, which,if,andtotheextent,permittedbytheExecutiveCompensationDepartment, may be accomplished by electronic means.

[Signature Page Follows]

2015 Phantom Award Agreement - Cash

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and granted in Houston, Texas, to be effective as of the Date of Grant.

ATTEST:SPECTRA ENERGY CORP

By: ___________________By: _______________________________

Corporate Secretary President & CEO, Spectra Energy Corp

Address for Notices:

5400 Westheimer Court

Mail Drop 1O23

Houston, Texas 77056

Attention: Karen Gowder

Acceptance of Phantom Stock Award

IN WITNESS OF Grantee’s acceptance of this Award and Grantee’s agreement tobe bound by the provisions of this Agreement and the Plan, Grantee has signed this Agreement this _____ day of _____________________, ____.

_______________________________

Grantee’s Signature

_______________________________

(print name)

_______________________________

(employee ID)

Address for Notices:

_______________________________

(address)

_______________________________

(address)

2015 Phantom Award Agreement - Cash            2

SCHEDULE A

This Schedule A and the provisions hereof shall apply to the Grantee if (and only if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a United States entity.

Section 1.For purposes of Section 2(c) of the Agreement, “permanent and total disability” shall have the meaning set forth in Code Section 22(e)(3).

Section2.ThefollowingprovisionsshallapplyforpurposesofSection 4 of the Agreement:

Grantee agrees that during the period beginning with such termination of employment and ending with the third anniversary of the Date of Grant (“Restricted Period”), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by, serve as a principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the detriment, oftheCompanyor any Subsidiary or (ii) violate any of Grantee’s other noncompetition obligations, or any of Grantee’s nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary. The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas or crude oil, electricity or derivatives thereof; energy management and the provision of energy solutions; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids, or of crude oil; sales and marketing of electric power and natural gas, domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s continuous employment by the Company, including Subsidiaries; and within the following geographical areas (i) any country in the world where the Company has at least US$25 million in capital deployed as of termination of Grantee’s continuous employment by Company, including Subsidiaries; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the states of (A) Virginia, (B) Georgia, (C) Florida, (D) Texas, (E) California, (F) Massachusetts, (G) Illinois, (H) Michigan, (I) New York, (J) Colorado, (K) Oklahoma, (L) Kentucky, (M) Ohio, (N) Louisiana, (O) Kansas, (P) Montana, (Q) Missouri, (R) Nebraska, and (S) Wyoming; and (v) any state or states or province or provinces in which was conducted a business of the Company, including Subsidiaries,whichbusinessconstitutedasubstantialportionof Grantee’s

2015 Phantom Award Agreement - Cash            A-1

employment.TheCompanyandGranteeintendtheabove restrictions on competition in geographical areas to be entirely severable and independent, and any invalidity or enforceability of this provision with respect to any one or more of such restrictions, including geographical areas, shall not render this provision unenforceable as applied to any one or more of the other restrictions, including geographical areas. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of specific words and phrases, i.e., “blue penciling”, and in its modified, reducedorbluepencilform,suchpartshall become enforceable and shall be enforced. Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

Section 3.The nonsolicitation period for purposes of Section 15 of the Agreement is a period of three (3) years following Grantee’s termination of employment with the Company and its affiliates.

2015 Phantom Award Agreement - Cash            A-2

SCHEDULE B

ThisSchedule B and the provisions hereof shall apply to the Grantee if (and onlyif)the GranteeisonthepayrollofoneoftheCompany’sdirectlyorindirectly held or majority or greater-owned subsidiaries or affiliates that is a Canadian entity.

Section 1.Thefollowingprovisionsshall be incorporated at the end of Section 2(b) of the Agreement:

Thedateof the termination of Grantee’s continuous employment with the Companyforthe purposes of this Section 2(b) shall be deemed to be the dateon which any notice of termination of employment provided to or by such Grantee is stated to be effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissalisalleged to have occurred), and not during or as of the end of anyperiodfollowingsuchdateduringwhichtheGrantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such notice.

Section 2.For purposes of Section 2(c) of the Agreement, an individual shall be considered to have a “permanent and total disability” if the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

Section 3.Thefollowingprovisionsshall be incorporated at the end of Section 2(d) of the Agreement:

The date that the Grantee’s employment is terminated by the Company, including Subsidiaries, other than for Cause for the purposes of this Section 2(d) shall be deemed to be the date on which any notice of termination of employment provided to such Grantee is stated to be effective(orinthe case of an alleged constructive dismissal, the date on whichtheallegedconstructivedismissalis alleged to have occurred), and notduringor as of the end of any period following such date during which theGranteeisinreceiptof,orentitledto receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such notice.

Section 4.Thefollowingprovisionsshallapplyforpurposesof Section 4 of the Agreement:

Granteeagreesthatduring the period beginning with such termination of employmentandending with the earlier of (1) the third anniversary of the DateofGrantor(2)thefirst anniversary of the date of such termination of

2015 Phantom Award Agreement - Cash            B-1

employment ("Restricted Period"), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by, serveasaprincipal,partner, or member of the board of directors of, or in anysimilarcapacitywith,orotherwise provide service to, a competitor, to the detriment, of the Company or any Subsidiary or (ii) violate any of Grantee's other noncompetition obligations, or any of Grantee's nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary. The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to competition with the Company or any Subsidiary in the businesses of: gathering,processingortransmissionofnaturalgasor crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, electricity or derivatives thereof; energy management and the provision of energy solutions; gathering, compression, treating, processing, fractionation, transportation, trading, marketingofnatural gas components, including natural gas liquids, or of crude oil; sales and marketing of electric power and natural gas, domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s continuous employment by the Company, including Subsidiaries; and within the geographical area of the province in which Grantee was employedatterminationofemploymentfromtheCompany and employing Subsidiaries. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and Grantee agree to modify such part, or that the court making such holding shallhavethepowerto modify such part, to reduce its duration, scope or area, including deletion of specific words and phrases, i.e., "blue penciling",andin its modified, reduced or blue pencil form, such part shall become enforceable and shall be enforced. Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

Section 5.Thefollowingprovisions shall beincorporated at the end of Section 5 of the Agreement:

Thedate ofthetermination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 5 shall be deemed to be the date on which any notice of termination of employmentprovidedtoorbysuchGranteeisstatedtobe effective (or in the case of an alleged constructive dismissal, the date on which the allegedconstructivedismissalisallegedto have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or

2015 Phantom Award Agreement - Cash            B-2

common law notice of termination or any compensation in lieu of such notice.

Section 6.The nonsolicitation period for purposes of Section 15 of the Agreement is a period of one (1) year following Grantee’s termination of employment with the Company and its affiliates.

2015 Phantom Award Agreement - Cash            B-3

EX-10.2

EXHIBIT10.2

SPECTRA ENERGY CORP

PERFORMANCE SHARE AWARD AGREEMENT

This Performance Share Award Agreement (the “Agreement”) has been made as of __________ ___, (the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the “Company”), and __________(the “Grantee”).

RECITALS

Under the amended and restated Spectra Energy Corp 2007 Long-Term Incentive Plan as it may, from time to time, be amended (the “Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”), or its delegatee,hasdetermined the form of this Agreement and selected the Grantee, as an Employee, to receive the award evidenced by this Agreement (which also includes Schedule A hereto or Schedule B hereto, as applicable to the Grantee) (the “Award”) and the Performance Share units and tandem Dividend Equivalents that are subject hereto.Awardsarenotintended for employees who have given notice of resignation or who have been given notice of termination by the Company or an employing Subsidiary, and will not accrue to employees once such notices are given. For clarity, Awards do not accrue for employees who have received notice, given notice or have been determinedto be entitled to a notice period by a court, and no damages suffered by an employee due to lack of sufficient notice will include compensation for loss of vesting rights or accrual of an Award, notwithstanding any statutory, contractual, or common law period of notice of termination, or compensation in lieu of such notice, to which an employee may be entitled. The applicable provisions of the Plan are incorporated in this Agreement by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

AWARD

In accordance with the Plan, the Company has made this Award, effective as of the Date of Grant and upon the following terms and conditions:

Section 1.Number and Nature of Performance Share Units and Tandem Dividend Equivalents.  The number of Performance Share units and the number of tandem Dividend Equivalents subject to this Award are each __________ (______). EachPerformanceShareunit,uponbecomingvestedbeforeitsexpiration,represents a right to receive payment in the form of one (1) share of Common Stock. Each tandem Dividend Equivalent, after its tandem Performance Share unit vests, represents a right to receive a cash payment equivalent in amount to the aggregate cash dividends declared and paid on one (1) share of Common Stock for the period beginning on the Date of Grant and ending on the date such Dividend Equivalent expires. Each tandem Performance Share unit, consisting of both the Performance Share unit and the tandem

2015 Performance Award Agreement - Stock1    

Dividend Equivalents, is either paid or is deferred in accordance with procedures established by the Committee that comply with the requirements of Code Section 409A, if applicable. Performance Share units and Dividend Equivalents are used solely as units of measurement, and are not shares of Common Stock, and the Grantee is not, and has no rights as, a shareholder of the Company by virtue of this Award.

Section 2.Vesting of Performance Share Units. (a)Provided that Grantee’s continuousemploymentbytheCompany,including Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or 2(c), Performance Share units subject to this Award shall become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, of the achievement of the Performance Goal, which is the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the peer group of companies listed on Exhibit A to this Agreement (the “Peer Group”), for the period beginningJanuary1,2015and ending December 31, 2017 (“Performance Period”), at, or above, the 30^th percentile, in accordance with the applicable vesting percentage specified for such percentile ranking in the following schedule:

Percentile Ranking	Vesting Percentage
Lower than 30th	0%
30th	50%
*	*
50th	100%
*	*
80th or higher	200%

*When such determination is of a percentile ranking between those specified, such results will be interpolated on a straight-line basis to determine the applicable vesting percentage.

AllPerformanceShareunitsthatdonotbecomevesteduponthewrittencertificationby the Committee, or its delegatee, in its sole discretion, or as otherwise provided in Sections 2(b) or 2(c), shall be forfeited. For the purposes of this Agreement, TSR shall becalculatedusingthe formula Percent TSR = ((B*(1 + C) / A) -1), where the values of A, B and C are as follows:

A = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2014;

B = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2017; and

C = based on one (1) share purchased at the beginning of the Performance Period and the number of additional shares acquired through the reinvestment of dividends paid during the Performance Period.

2015 Performance Award Agreement - Stock2    

Inaddition,when calculating TSR for the Performance Period, (i) the performance of a company in the Peer Group will not be used in calculating the Peer Group’s TSR if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of peer group performance even if it has no ticker symbol at the end of the Performance Period; (iii) the performance of the surviving entity(s) will be used in the event there is a combinationofanyofthePeerGroupcompaniesduring the Performance Period; (iv) no new companies will be added to the Peer Group during the Performance Period (includinganon-peer company that may acquire a member of the Peer Group); and (v) the Committee retains discretion to reduce Performance Awards that were otherwise earned in the event that the Company’s TSR during the Performance Period is negative.

(b) In the event that, prior to the date that the determination of the achievement of the Performance Goal is made, the Grantee’s continuous employment by the Company, including Subsidiaries, terminates, the Performance Share units subject to this Award shall be forfeited, except that if such employment terminates (i) at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or under another retirement planof the Company or a Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of the Spectra Energy RetirementCashBalancePlan(“FunctionalEquivalentPlan”),unlessthe Committee, or its delegatee, in its sole discretion, determines that (A) Grantee is in violation of any obligation identified in Section 3 or (B) the termination of Grantee’s employment is for Cause, (ii) as the result of the termination of such employment by the Company, or employing Subsidiary, other than for Cause, as determined by the Company or employing Subsidiary, in its sole discretion, or (iii) as the direct and sole result, as determined by the Company, or employing Subsidiary, in its sole discretion, of the divestiture of assets, a business, or a company, by the Company or a Subsidiary, the Performance Share units subject to this Award shall be prorated on the basis of the portion of the Performance Period that Grantee’s active employment with the Company, including Subsidiaries, (“Active Employment”) continued (unless such termination occurs after the end of the Performance Period, in which event the number of Performance Share units earned, if any, shall not be prorated) and shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegate. Solely for purposes of calculating the prorated payment in the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Performance Period, Grantee’s Active Employment shall be considered to have continued for the entirety of such month, but in no event for more than thirty-six (36) months. The additional provisionsofSection1ofScheduleBhereto are also incorporated herein if Schedule B is applicable to the Grantee. For the purposes of this Agreement, “Cause” for termination by the Company, or employing Subsidiary, of the Grantee’s employment shall include (i) a material failure by the Grantee to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Grantee’s position, (ii) the final conviction of the Grantee of a (A) felony, (B)

2015 Performance Award Agreement - Stock3    

crime or criminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Grantee’s employment with the Company or an employing Subsidiary, (iii) an egregious act of dishonesty by the Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Grantee toward the customers or employees of the Company or any affiliate, (iv) a material breach by the Grantee of the Company’s Code of Business Ethics, (v) the failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates, or (vi) the usual meaning of just cause under Canadian common law, if applicable; all as determined by the Company in its sole discretion. Further, if Grantee voluntarily terminates employment with the Company, including Subsidiaries, after the Performance Period has ended and prior to the date that the determination of the achievement of the Performance Goal is made, all as determined by the Company, or employing Subsidiary, in its sole discretion, the Performance Share units subject to this Award shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegate.

(c) In the event that Grantee’s employment with the Company, including Subsidiaries, terminates before the Performance Period has ended (i.e., on or before thelastdayofthePerformance Period) (i) as the result of the Grantee’s death, or (ii) as the result of the Grantee’s “permanent and total disability” as defined in Section 1 of Schedule A hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, the Performance Share units subject to this Award shall vest upon such occurrence, at the 100% vesting percentage, irrespective of any subsequent determination of the achievement of the Performance Goal. In the event that a Change in Control occurs before the Performance Period has ended and (i) before the Grantee’s continuous employment by the Company, including Subsidiaries, terminates during such Performance Period, or (ii) after such employment terminates during the Performance Period, (A) at a time when the Grantee is eligible for an immediately payable, early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or Functional Equivalent Plan, unless the Company, or its successor, in its sole discretion, determinesthatGranteeisinviolationofanyobligation identified in Section 3, or (B) as the result of an event listed in item (ii) of the first sentence of Section 2(b), the Performance Share units subject to this Award shall vest upon such occurrence, with the vesting percentage determined as set forth in Section 2(a) except shall be based upon the Company’s TSR relative to the TSR of the peer group for the period beginning on January 1, 2015, and ending on the effective date of the Change in Control. Further, forpurposesofthisdetermination,TSRshallbecalculatedusing the formula set forth in Section 2(a) except that “B” shall equal the average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on the effective date of the Change in Control. In the event that (i) Grantee’s employment with the Company, including Subsidiaries, terminates after the Performance Period has ended (A) as the result of the Grantee’s death, or (B) as the result of the Grantee’s “permanent and total disability” as defined in Section 1 of Schedule A hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, all as determined by the Company, or employing Subsidiary, in its sole discretion, the Performance Share units subject to this Award

2015 Performance Award Agreement - Stock4    

shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegatee.

Section 3.Violation of Grantee Obligation. In consideration of the continued vesting opportunity provided under Section 2 following the termination of Grantee’s continuous employment by the Company, including Subsidiaries, if, at any time of such termination of employment, Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or Functional Equivalent Plan, Grantee agrees to the noncompetition and other restrictions set forth in Section 2 of Schedule A hereto or Section 3 of Schedule B hereto, as applicable to the Grantee. In the event that Grantee violates applicable noncompetition and other restrictions, the continued vesting opportunity provided under Section 2 shall terminate and be forfeited.

Section 4.Forfeiture/Expiration.  Any Performance Share unit subject to this Award shall be forfeited upon the termination of the Grantee’s continuous employment by the Company, including Subsidiaries, from the Date of Grant, except to the extent otherwise provided in Section 2, and, if not previously vested and paid, deferred or forfeited, shall expire immediately before the tenth (10^th) anniversary of the Date of Grant. The additional provisions of Section 4 of Schedule B hereto are also incorporated herein if Schedule B is applicable to the Grantee. Any Dividend Equivalent subject to this Award shall expire at the time its tandem Performance Share unit (i) is vested and paid, or deferred, (ii) is forfeited, or (iii) expires.

Section 5.Dividend Equivalent Payment.  Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Performance Share unit that is vested and paid shall be paid in cash to the Grantee as soon as practicable following the vesting and payment of the Performance Share unit and in no event later thantheendofthethirdcalendaryearfollowing the year of the Date of Grant, except, if the vested Performance Share unit is deferred by Grantee as provided in Section 6, payment with respect to the tandem Dividend Equivalent shall likewise be deferred. Payment under this Section 5 shall be made not later than thirty (30) days after payment hereunder of the related tandem Performance Share units. The Dividend Equivalent payment amount shall equal the aggregate cash dividends declared and paid with respectto one (1) share of Common Stock for the period beginning on the Date of Grant and ending on the date the vested, tandem Performance Share unit is paid or deferred and before the Dividend Equivalent expires. However, should the Grantee receive shares under this Award without the right to receive a dividend and, because of the timing of the declaration of such dividend, the Grantee is not otherwise entitled to payment under the expiring Dividend Equivalent with respect to such dividend, the Grantee, nevertheless, shall be entitled to such payment. Dividend Equivalent payments shall be subject to withholding for taxes. Payment of Dividend Equivalents under this Section 5 is intended to satisfy the short-term deferral exception to Code Section 409A.

2015 Performance Award Agreement - Stock5    

Section 6.Payment of Performance Share Units.  Payment of Performance Share units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such Performance Share units become vested in accordance with Section 2 prior to their expiration but in no event laterthanthirty(30)daysfollowing such vesting event and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by the Grantee in accordance with such procedures as the Committee, or its designee, may prescribe that comply with the requirements of Code Section 409A, or any Canadian law equivalent, if applicable. Any deferral of Performance Share units hereunder shall apply to both payment of Performance Share units and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full vested Performance Share unit, and any fractional vested Performance Share unit shall be rounded up to the next whole share for purposes of both vesting under Section 2 and paymentunder this Section 6. Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective Performance Share units became vested) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by the Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such cash. In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be for less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested. Payment of Performance Units under this Section 6 is intended to satisfy the short-term deferral exception to Code Section 409A.

Section 7.No Employment Right. Nothing in this Agreement or in the Plan shall confer upon the Grantee the right to continued employment by the Company or any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time for any reason.

Section 8.Nonalienation.  The Performance Share units and Dividend Equivalents subject to this Award are not assignable or transferable by Grantee. Upon any attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Performance Share unit or Dividend Equivalent, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Performance Share unit or Dividend Equivalent, or upon such right or privilege, such Performance Share unit or Dividend Equivalent, or right or privilege, shall immediately become null and void.

2015 Performance Award Agreement - Stock6    

Section 9. Grantee Confidentiality Obligations. In accepting this Performance Award, Grantee acknowledges that Grantee is obligated under Company policy, and under federal, state, provincial and other applicable law, to protect and safeguard the confidentiality of trade secrets and other proprietary and confidential information belonging to the Company and its affiliates that are acquired by Grantee during Grantee’s employment with the Company and its affiliates, and that such obligations continue beyond the termination of such employment. Grantee agrees to notify any subsequent employer of such obligations and that the Company and its affiliates, in order to enforce such obligations, may pursue legal recourse not only against Grantee, but against a subsequent employer of Grantee. Grantee agrees that he shall not disclose the existence or terms of this Agreement to anyone other than his spouse, tax advisor(s) and/or attorney(s), provided that he first obtains the agreement of such persons to be bound by the confidentiality provisions of this paragraph. Grantee also agrees to immediately give the Company written notice in accordance with the provisions of this Agreement in the event he is legally required to disclose any of the confidential information covered by the provisions of this paragraph.

Section 10.Nonsolicitation. Grantee further agrees that he will not, either directly or indirectly, solicit, hire or employ, or cause any other person, company, or entityto solicit, hire or employ, any employee or contractor retained or employed by the Company or its affiliates during the period of Grantee’s employment and for the period set forth in Section 3 of Schedule A hereto or Section 5 of Schedule B hereto, as applicable to the Grantee. The provisions of this paragraph shall not apply to contact initiated by an employee or contractor of the Company or its affiliates in response to a general solicitation of applications for employment. Grantee agrees that this Agreement is subject to the provisions of this paragraph.

Section 11.Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either party to the other party, or to their permitted transferees if applicable. Notices shall be effective upon receipt.

Section 12.Payments Subject to Clawback. To the extent that any payment under this Agreement is subject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Act and the authority issued thereunder. Further, the Company will be entitled to the extent permitted or required by any other applicable law and/or Company policy as in effect from time to time (including, but not limited to, the Policy on Recovery of Executive Compensation) to recoup compensation of whatever kind paid by the Company or any of its affiliates at any time to the Grantee pursuant to this Agreement.

2015 Performance Award Agreement - Stock7    

Section 13.Determinations.  Determinations by the Committee, or its delegatee,shallbefinal and conclusive with respect to the interpretation of the Plan and this Agreement.

Section 14.Governing Law and Severability.  The validity and construction of this Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware applicable to transactions that take place entirely within that state. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

Section 15.Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, for purposes of this Agreement, the termination of Grantee’s employmentshall not result in the payment of any amount hereunder that is subject to, and not exempt from, Code Section 409A, unless such termination of employment constitutes a “separation from service” as defined under Code Section 409A. Further, notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to unfavorable tax consequences under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee” (within the meaning of Code Section 409A), then if the Grantee is a “specified employee,” any such payment that the Grantee would otherwise be entitled to receive during the first six (6) months following Grantee’s termination of employment from the Company, shall be accumulated and paid, within thirty (30) days after the date that is six (6) months following the Grantee’s date of termination of employment from the Company, or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such unfavorable tax consequences such as, for example, upon the Grantee’s death.

Section 16.Conflicts with Plan, Correction of Errors, Grantee’s Consent, and Amendments. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such Plan provision shall be controlling and the applicable provisionof this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling. In the event that, due to administrative error, this Agreement does not accurately reflect an Award properly granted to the Grantee pursuant to the Plan, the Company, acting through its Executive Compensation Department,reservestherighttocancelany erroneous document and, if appropriate, to replace the cancelled document with a corrected document. It is the intention of the Company and the Grantee that this Agreement either (i) comply with the salary deferral arrangement rules under Canadian law and Code Section 409A, as applicable, or (ii) not be construed as a salary deferral arrangement under Canadian law and be exempt fromCodeSection409A, to the extent applicable. Accordingly, this Agreement shall be interpreted as necessary and to the extent legally permissible to comply with the requirements of, or exemption under, Canadian law and Code Section 409A, as applicable, as determined by the Committee or its delegate. Grantee shall also be deemed to consent to any amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee shall promptly provide, or make available to, the Grantee a copy of any such amendment.

2015 Performance Award Agreement - Stock8    

Finally, this Agreement may be amended or modified at any time and from time to time by action of the Committee.

Section 17.Equitable Remedies. Grantee hereby acknowledges and agrees thatabreachofGrantee’s obligations under this Agreement would result in damages to the Company that could not be adequately compensated for by monetary award. Accordingly, in the event of any such breach by Grantee, in addition to all other remediesavailabletotheCompanyatlawor in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

Section 18.Arbitration Agreement. The Grantee and the Company both agree that any dispute arising out of or related to this Agreement, which does not involve the Companyseekingacourtinjunctionorother relief as provided for in Section 17, shall be resolved by binding arbitration under the employment dispute resolution rules of the American Arbitration Association and that any proceeding under the provisions of this Section 18 shall be held in Houston, Texas. The parties both irrevocably WAIVE ANY AND ALL RIGHTS TO A JURY as to any and all claims and issues in any such dispute. By this provision, both the Grantee and the Company understand and agree that any and all claims and issues in such dispute shall be decided by such arbitration proceeding.

Notwithstanding the foregoing, this Award is subject to cancellation by the Company in its sole discretion unless the Grantee, by not later than _________ __, _____, has signed a duplicate of this Agreement, in the space provided below, and returned the signed duplicate to the Executive Compensation Department - Performance Stock (WO 1O23), Spectra Energy Corp, P. O. Box 1642, Houston, TX 77251-1642, which, if, and to the extent, permitted by the Executive Compensation Department, may be accomplished by electronic means.

[Signature Page Follows]

2015 Performance Award Agreement - Stock9    

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and granted in Houston, Texas, to be effective as of the Date of Grant.

ATTEST:SPECTRA ENERGY CORP

By: ______________________By: _______________________________

Corporate Secretary President & CEO, Spectra Energy Corp

Address for Notices:

5400 Westheimer Court

Mail Drop 1O23

Houston, Texas 77056

Attention: Karen Gowder

Acceptance of Performance Award

IN WITNESS OF Grantee’s acceptance of this Performance Award and Grantee’s agreement to be bound by the provisions of this Agreement and the Plan, Grantee has signed this Agreement this _____ day of _____________________, ____.

_____________________________Grantee’s Signature

_____________________________(print name)

_____________________________

(employee ID)

Address for Notices:

_____________________________(address)

_____________________________(address)

2015 Performance Award Agreement - Stock10    

EXHIBIT A

The Peer Group, with their stock symbol listed, consists of the following:

CenterPoint Energy, Inc. (CNP)

Consolidated Edison, Inc. (ED)

Dominion Resources, Inc. (D)

DTE Energy Company (DTE)

Enbridge Inc. (ENB)

EQT Corporation (EQT)

Kinder Morgan, Inc. (KMI)

National Fuel Gas Company (NFG)

ONEOK, Inc. (OKE)

PG&E Corporation (PCG)

Public Service Enterprise Group Incorporated (PEG)

Sempra Energy (SRE)

TransCanada Corporation (TRP)

The Williams Companies, Inc. (WMB)

Xcel Energy Inc. (XEL)

2015 Performance Award Agreement - Stock11    

SCHEDULE A

This Schedule A and the provisions hereof shall apply to the Grantee if (and only if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a United States entity.

Section 1.For purposes of Section 2(c) of the Agreement, “permanent and total disability” shall have the meaning set forth in Code Section 22(e)(3).

Section 2.The following provisions shall apply for purposes of Section 3 of the Agreement:

Grantee agrees that during the period beginning with such termination of employment and ending with the third anniversary of the Date of Grant (“Restricted Period”), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by, serve as a principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the detriment, of the Company or any Subsidiary, or (ii) violate any of Grantee's other noncompetition obligations, or any of Grantee’s nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary. The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas or crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, or derivatives thereof; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids, or of crude oil; and salesandmarketingofnaturalgas, domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s continuous employment by the Company, including Subsidiaries; and within the following geographical areas (i) any country in the world where the Company, including Subsidiaries, has at least US$25 million in capital deployed as of termination of Grantee’s continuous employment by Company, including Subsidiaries; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the states of (A) Virginia, (B) Georgia, (C) Florida, (D) Texas, (E) California, (F) Massachusetts, (G) Illinois, (H) Michigan, (I) New York, (J) Colorado, (K) Oklahoma, (L) Kentucky, (M) Ohio, (N) Louisiana, (O) Kansas, (P) Montana, (Q) Missouri, (R) Nebraska, and (S) Wyoming; and (v) any state or states or province or provinces in which was conducted a business of the Company, including Subsidiaries, which business constituted a substantial portion of Grantee’s employment. The Company

2015 Performance Award Agreement - StockA-1    

and Grantee intend the above restrictions on competition in geographical areas to be entirely severable and independent, and any invalidity or enforceability of this provision with respect to any one or more of such restrictions, including geographical areas, shall not render this provision unenforceable as applied to any one or more of the other restrictions, including geographical areas. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of specific words and phrases, i.e., “blue penciling”, and in its modified, reduced or blue pencil form, such part shall become enforceable and shall be enforced. Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

Section 3.The nonsolicitation period for purposes of Section 10 of the Agreement is a period of three (3) years following Grantee’s termination of employment with the Company and its affiliates.

2015 Performance Award Agreement - StockA-2    

SCHEDULE B

This Schedule B and the provisions hereof shall apply to the Grantee if (and only if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a Canadian entity.

Section 1.The following provisions shall be incorporated immediately before the definition of “Cause” in Section 2(b) of the Agreement:

The date that the Grantee’s continuous employment is terminated for the purposes of this Section 2(b) shall be deemed to be the date on which any notice of termination of employment provided to such Grantee is stated to be effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such notice.

Section 2.For purposes of Section 2(c) of the Agreement, an individual shall be considered to have a “permanent and total disability” if the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

Section 3.The following provisions shall apply for purposes of Section 3 of the Agreement:

Grantee agrees that during the period beginning with such termination of employment and ending with the earlier of (1) the third anniversary of the Date of Grant or (2) the first anniversary of the date of such termination of employment (“Restricted Period”), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by, serve as a principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the detriment, of the Company or any Subsidiary, or (ii) violate any of Grantee’s other noncompetition obligations, or any of Grantee’s nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary. The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas or crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or

2015 Performance Award Agreement - StockB-1    

trading of natural gas, or derivatives thereof; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids, or of crude oil; and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s continuous employment by the Company, including Subsidiaries; and within the geographical area of the province in which Grantee was employed at termination of employment from the Company and employing Subsidiaries. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of specific words and phrases, i.e., “blue penciling”, and in its modified, reduced or blue pencil form, such part shall become enforceable and shall be enforced. Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

Section 4.The following provisions shall be incorporated after the first sentence in Section 4 of the Agreement:

The date of the termination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 4 shall be deemed to be the date on which any notice of termination of employment provided to or by such Grantee is stated to be effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such notice.

Section 5.The nonsolicitation period for purposes of Section 10 of the Agreement is a period of one (1) year following Grantee’s termination of employment with the Company and its affiliates.

2015 Performance Award Agreement - StockB-2    

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory L. Ebel, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Spectra Energy Corp;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Patrick Reddy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Spectra Energy Corp;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spectra Energy Corp on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory L. Ebel, President and Chief Executive Officer of Spectra Energy Corp, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Spectra Energy Corp.

Date: May 7, 2015	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spectra Energy Corp on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Patrick Reddy, Chief Financial Officer of Spectra Energy Corp, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Spectra Energy Corp.

Date: May 7, 2015	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

XML

Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Statement of Operations

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Three Months Ended March 31, 2015
Total operating revenues	$	—		$	—	$	1,624	$	(1	)	$	1,623
Total operating expenses	2			—		1,081		(1		)	1,082
Operating income (loss)	(2		)	—		543		—			541
Equity in earnings of unconsolidated affiliates	—			—		24		—			24
Equity in earnings of consolidated subsidiaries	263			421		—		(684		)	—
Other income and expenses, net	(2		)	—		22		—			20
Interest expense	—			61		98		—			159
Earnings before income taxes	259			360		491		(684		)	426
Income tax expense (benefit)	(8		)	97		12		—			101
Net income	267			263		479		(684		)	325
Net income—noncontrolling interests	—			—		58		—			58
Net income—controlling interests	$	267		$	263	$	421	$	(684	)	$	267
Three Months Ended March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419

Condensed Consolidating Statements of Comprehensive Income

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2015
Net income	$	267	$	263	$	479		$	(684	)	$	325
Other comprehensive income (loss)	1		—		(486		)	—			(485		)
Total comprehensive income (loss), net of tax	268		263		(7		)	(684		)	(160		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	268	$	263	$	(57	)	$	(684	)	$	(210	)
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	408	$	—		$	409
Receivables—consolidated subsidiaries	60		—		25		(85		)	—
Receivables—other	2		2		1,148		—			1,152
Other current assets	11		1		490		—			502
Total current assets	73		4		2,071		(85		)	2,063
Investments in and loans to unconsolidated affiliates	—		—		2,943		—			2,943
Investments in consolidated subsidiaries	14,393		20,590		—		(34,983		)	—
Advances receivable—consolidated subsidiaries	—		4,772		1,160		(5,932		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,595		—			4,595
Other assets	37		26		256		—			319
Net property, plant and equipment	—		—		21,644		—			21,644
Regulatory assets and deferred debits	2		15		1,339		—			1,356
Total Assets	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920
Accounts payable	$	2	$	1	$	417	$	—		$	420
Accounts payable—consolidated subsidiaries	—		85		—		(85		)	—
Commercial paper	—		494		121		—			615
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	4		18		103		—			125
Current maturities of long-term debt	—		—		500		—			500
Other current liabilities	58		48		951		—			1,057
Total current liabilities	64		1,044		2,092		(483		)	2,717
Long-term debt	—		2,906		10,272		—			13,178
Advances payable—consolidated subsidiaries	5,932		—		—		(5,932		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	802		4,264		1,670		—			6,736
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,707		14,393		20,590		(34,983		)	7,707
Noncontrolling interests	—		—		2,324		—			2,324
Total equity	7,707		14,393		22,914		(34,983		)	10,031
Total Liabilities and Equity	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	214	$	—		$	215
Receivables—consolidated subsidiaries	18		—		11		(29		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,267		(29		)	2,332
Investments in and loans to unconsolidated affiliates	—		—		2,966		—			2,966
Investments in consolidated subsidiaries	14,531		20,562		—		(35,093		)	—
Advances receivable—consolidated subsidiaries	—		4,683		898		(5,581		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,714		—			4,714
Other assets	38		22		267		—			327
Net property, plant and equipment	—		—		22,307		—			22,307
Regulatory assets and deferred debits	4		15		1,375		—			1,394
Total Assets	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040
Accounts payable	$	3	$	—	$	455	$	—		$	458
Accounts payable—consolidated subsidiaries	—		17		12		(29		)	—
Commercial paper	—		398		1,185		—			1,583
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	5		—		86		—			91
Current maturities of long-term debt	—		—		327		—			327
Other current liabilities	96		54		1,200		—			1,350
Total current liabilities	104		867		3,265		(427		)	3,809
Long-term debt	—		2,900		9,869		—			12,769
Advances payable—consolidated subsidiaries	5,581		—		—		(5,581		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	819		4,187		1,800		—			6,806
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,160		14,531		20,562		(35,093		)	8,160
Noncontrolling interests	—		—		2,238		—			2,238
Total equity	8,160		14,531		22,800		(35,093		)	10,398
Total Liabilities and Equity	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040

Condensed Consolidating Statement of Cash Flows

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	267		$	263		$	479		$	(684	)	$	325
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			196			—			196
Equity in earnings of unconsolidated affiliates	—			—			(24		)	—			(24		)
Equity in earnings of consolidated subsidiaries	(263		)	(421		)	—			684			—
Distributions received from unconsolidated affiliates	—			—			38			—			38
Other	90			16			125			—			231
Net cash provided by (used in) operating activities	94			(142		)	814			—			766
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(388		)	—			(388		)
Investments in and loans to unconsolidated affiliates	—			—			(15		)	—			(15		)
Purchases of held-to-maturity securities	—			—			(145		)	—			(145		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			123			—			123
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			18			—			18
Advances to affiliates	(135		)	(21		)	—			156			—
Other changes in restricted funds	—			—			2			—			2
Net cash used in investing activities	(135		)	(21		)	(404		)	156			(404		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Net increase (decrease) in commercial paper	—			95			(1,047		)	—			(952		)
Distributions to noncontrolling interests	—			—			(44		)	—			(44		)
Contributions from noncontrolling interests	—			—			58			—			58
Dividends paid on common stock	(250		)	—			—			—			(250		)
Proceeds from the issuance of SEP common units	—			—			39			—			39
Distributions and advances from (to) affiliates	290			68			(202		)	(156		)	—
Other	1			—			(10		)	—			(9		)
Net cash provided by (used in) financing activities	41			163			(212		)	(156		)	(164		)
Effect of exchange rate changes on cash	—			—			(4		)	—			(4		)
Net increase in cash and cash equivalents	—			—			194			—			194
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	408		$	—		$	409

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	419		$	415		$	683		$	(1,050	)	$	467
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			203			—			203
Equity in earnings of unconsolidated affiliates	—			—			(161		)	—			(161		)
Equity in earnings of consolidated subsidiaries	(415		)	(635		)	—			1,050			—
Distributions received from unconsolidated affiliates	—			—			89			—			89
Other	(35		)	146			(23		)	—			88
Net cash provided by (used in) operating activities	(31		)	(74		)	791			—			686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(374		)	—			(374		)
Investments in and loans to unconsolidated affiliates	—			—			(18		)	—			(18		)
Purchases of held-to-maturity securities	—			—			(198		)	—			(198		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			167			—			167
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			5			—			5
Distributions received from unconsolidated affiliates	—			—			22			—			22
Advances from (to) affiliates	108			(30		)	—			(78		)	—
Other changes in restricted funds	—			—			7			—			7
Net cash provided by (used in) investing activities	108			(30		)	(402		)	(78		)	(402		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			—			—			300
Payments for the redemption of long-term debt	—			(148		)	(136		)	—			(284		)
Net decrease in commercial paper	—			(55		)	(47		)	—			(102		)
Distributions to noncontrolling interests	—			—			(39		)	—			(39		)
Contributions from noncontrolling interests	—			—			6			—			6
Dividends paid on common stock	(228		)	—			—			—			(228		)
Proceeds from the issuance of SEP common units	—			—			52			—			52
Distributions and advances from (to) affiliates	146			(1		)	(223		)	78			—
Other	5			—			—			—			5
Net cash provided by (used in) financing activities	(77		)	96			(387		)	78			(290		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net decrease in cash and cash equivalents	—			(8		)	—			—			(8		)
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	4		$	189		$	—		$	193

XML

Debt and Credit Facilities - Available Credit Facilities and Restrictive Debt Covenants (Detail) In Millions, unless otherwise specified					3 Months Ended
	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Mar. 31, 2015 Spectra Energy Capital, LLC USD ($)	Dec. 31, 2014 Spectra Energy Capital, LLC USD ($)	Mar. 31, 2015 Spectra Energy Capital, LLC Multi Year Syndicated USD ($)		Mar. 31, 2015 Westcoast Energy Inc. Multi Year Syndicated USD ($)		Mar. 31, 2015 Union Gas Limited Multi Year Syndicated USD ($)		Mar. 31, 2015 Spectra Energy Partners, LP Multi Year Syndicated USD ($)		Mar. 31, 2015 Covenant Requirement Spectra Energy Capital, LLC	Mar. 31, 2015 Covenant Requirement Westcoast Energy Inc. CAD	Mar. 31, 2015 Covenant Requirement Union Gas Limited CAD	Mar. 31, 2015 Covenant Requirement Maximum Spectra Energy Capital, LLC
Debt Instrument [Line Items]
Debt-to-total defined capitalization ratio													58.00%			65.00%
Line of Credit Facility [Line Items]
Line Of Credit Year of Maturity					2019	[1]	2019	[2]	2019	[3]	2019	[4]
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,709				$ 1,000	[1]	$ 315	[2]	$ 394	[3]	$ 2,000	[4]		400	500
Outstanding Commercial Paper	615	1,583	494	398	494	[1]	0	[2]	0	[3]	121	[4]
Available Credit Facilities Capacity	$ 3,094				$ 506	[1]	$ 315	[2]	$ 394	[3]	$ 1,879	[4]

[1] Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 58% at March 31, 2015.

[2] U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 33% at March 31, 2015.

[3] U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 500 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2015.

[4] Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less. As of March 31, 2015, this ratio was 3.8 to 1.

XML

Investments in and Loans to Unconsolidated Affiliates - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Schedule of Equity Method Investments [Line Items]
Equity in earnings of unconsolidated affiliates	$ 24	$ 161
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%
Equity in earnings of unconsolidated affiliates	$ 2	$ 48

XML

Consolidating Financial Information - Condensed Consolidating Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Net income	$ 325	$ 467
Other comprehensive income (loss)	(485)	(237)
Total comprehensive income (loss), net of tax	(160)	230
Less: comprehensive income-noncontrolling interests	50	44
Comprehensive income (loss)—controlling interests	(210)	186
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net income	267	419
Other comprehensive income (loss)	1	2
Total comprehensive income (loss), net of tax	268	421
Comprehensive income (loss)—controlling interests	268	421
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net income	263	415
Other comprehensive income (loss)	0	0
Total comprehensive income (loss), net of tax	263	415
Comprehensive income (loss)—controlling interests	263	415
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income	479	683
Other comprehensive income (loss)	(486)	(239)
Total comprehensive income (loss), net of tax	(7)	444
Less: comprehensive income-noncontrolling interests	50	44
Comprehensive income (loss)—controlling interests	(57)	400
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income	(684)	(1,050)
Total comprehensive income (loss), net of tax	(684)	(1,050)
Comprehensive income (loss)—controlling interests	$ (684)	$ (1,050)

XML

Debt and Credit Facilities - Additional Information (Detail) In Millions, unless otherwise specified					0 Months Ended
	Mar. 31, 2015 USD ($)	Mar. 31, 2015 Union Gas Limited Covenant Requirement CAD	Mar. 31, 2015 Union Gas Limited Maximum Covenant Requirement	Mar. 31, 2015 Spectra Energy Partners, LP Covenant Requirement	Mar. 12, 2015 Spectra Energy Partners, LP Unsecured Debt	Mar. 12, 2015 Spectra Energy Partners, LP three point five zero percent senior unsecured notes due 2025 USD ($)	Mar. 12, 2015 Spectra Energy Partners, LP four point five zero percent senior unsecured notes due 2045 USD ($)	Mar. 31, 2015 Spectra Energy Capital, LLC Covenant Requirement	Mar. 31, 2015 Spectra Energy Capital, LLC Maximum Covenant Requirement	Mar. 31, 2015 Westcoast Energy Inc. Covenant Requirement CAD	Mar. 31, 2015 Westcoast Energy Inc. Maximum Covenant Requirement
Debt Instrument [Line Items]
Debt-to-total capitalization ratio		64.00%	75.00%							33.00%	75.00%
Debt-to-Adjusted EBITDA ratio maximum				5.0
Debt-to-Adjusted EBITDA ratio				3.8
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,709	500								400
Debt-to-total defined capitalization ratio								58.00%	65.00%
Debt Instrument, Issuance Date					Mar. 12, 2015
Unsecured Debt						$ 500	$ 500
Debt Instrument, Interest Rate, Stated Percentage						3.50%	4.50%
Debt Instrument Year of Maturity						2025	2045

XML

Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	$ 662	$ 1,241
Reclassified to net income		2
Other AOCI activity	(477)	(235)
Ending balance	185	1,008
Foreign Currency Translation Adjustment
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	1,016	1,557
Reclassified to net income		0
Other AOCI activity	(484)	(244)
Ending balance	532	1,313
Pension and Post-retirement Benefit Plan Obligations
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	(351)	(304)
Reclassified to net income		0
Other AOCI activity	6	7
Ending balance	(345)	(297)
Gas Purchase Contract Hedges
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	(3)	(11)
Reclassified to net income		2
Other AOCI activity	3	2
Ending balance	0	(7)
Other
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	0	(1)
Reclassified to net income		0
Other AOCI activity	(2)	0
Ending balance	$ (2)	$ (1)

XML

Marketable Securities and Restricted Funds (Tables)

3 Months Ended

Mar. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Estimated Fair Values of Available for Sale Securities

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	23	$	23
Money market funds	—		1
Total available-for-sale securities	$	23	$	24

Restricted and Nonrestricted AFS Securities by Balance Sheet Classification

Our AFS securities are classified on the Condensed Consolidated Balance Sheets as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	3		3
Investments and other assets—other	20		20
Total available-for-sale securities	$	23	$	24

The fair values of financial instruments that are recorded and carried at book value are summarized in the following table. Judgment is required in interpreting market data to develop the estimates of fair value. These estimates are not necessarily indicative of the amounts we could have realized in current markets.

	March 31, 2015				December 31, 2014
	Book Value		Approximate Fair Value		Book Value		Approximate Fair Value
	(in millions)
Note receivable, noncurrent (a)	$	71	$	71	$	71	$	71
Long-term debt, including current maturities (b)	13,641		15,308		13,060		14,446

__________

(a) Included within Investments in and Loans to Unconsolidated Affiliates.

(b) Excludes capital leases, unamortized items and fair value hedge carrying value adjustments.

Estimated Fair Values of Held to Maturity Marketable Securities

HTM Securities. All of our HTM securities are restricted funds and are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015		December 31, 2014
		(in millions)
Banker's acceptances	Current assets—other	$	49	$	38
Canadian government securities	Current assets—other	27		30
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	93		101
Total held-to-maturity securities		$	179	$	172

XML

Fair Value Measurements - Changes in Level 3 Assets and Liabilities that are Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2015	Dec. 31, 2013	Dec. 31, 2014
Derivative Assets (liabilities)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Included in earnings	$ (4)
Fair value, end of period	(5)		(3)
Total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets and liabilities held at the end of the period	(3)
Total realized/unrealized gains (losses):
Included in other comprehensive income	3
Purchases	0
Settlements	(1)
Derivative Financial Instruments, Assets [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Included in earnings		6
Fair value, end of period		49		78
Total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets and liabilities held at the end of the period		(16)
Total realized/unrealized gains (losses):
Included in other comprehensive income		(6)
Purchases		1
Settlements		$ (30)

XML

Consolidating Financial Information - Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 409	$ 215	$ 193	$ 201
Receivables-other	1,152	1,336
Other current assets	502	781
Total current assets	2,063	2,332
Investments in and loans to unconsolidated affiliates	2,943	2,966
Goodwill	4,595	4,714
Other assets	319	327
Net property, plant and equipment	21,644	22,307
Regulatory assets and deferred debits	1,356	1,394
Total Assets	32,920	34,040
Accounts payable	420	458
Commercial paper	615	1,583
Taxes accrued	125	91
Current maturities of long-term debt	500	327
Other current liabilities	1,057	1,350
Total current liabilities	2,717	3,809
Long-term debt	13,178	12,769
Deferred credits and other liabilities	6,736	6,806
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	7,707	8,160
Noncontrolling interests	2,324	2,238
Total equity	10,031	10,398	10,345	10,323
Total Liabilities and Equity	32,920	34,040
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	60	18
Receivables-other	2	2
Other current assets	11	71
Total current assets	73	91
Investments in consolidated subsidiaries	14,393	14,531
Other assets	37	38
Regulatory assets and deferred debits	2	4
Total Assets	14,505	14,664
Accounts payable	2	3
Accounts payable-consolidated subsidiaries		0
Taxes accrued	4	5
Other current liabilities	58	96
Total current liabilities	64	104
Advances payable-consolidated subsidiaries	5,932	5,581
Deferred credits and other liabilities	802	819
Equity
Controlling interests	7,707	8,160
Total equity	7,707	8,160
Total Liabilities and Equity	14,505	14,664
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1	1	4	12
Receivables-consolidated subsidiaries	0	0
Receivables-other	2	0
Other current assets	1	2
Total current assets	4	3
Investments in and loans to unconsolidated affiliates	0	0
Investments in consolidated subsidiaries	20,590	20,562
Advances receivable-consolidated subsidiaries	4,772	4,683
Other assets	26	22
Regulatory assets and deferred debits	15	15
Total Assets	25,407	25,285
Accounts payable	1	0
Accounts payable-consolidated subsidiaries	85	17
Commercial paper	494	398
Short-term borrowings-consolidated subsidiaries	398	398
Taxes accrued	18
Current maturities of long-term debt	0	0
Other current liabilities	48	54
Total current liabilities	1,044	867
Long-term debt	2,906	2,900
Notes payable-consolidated subsidiaries	2,800	2,800
Deferred credits and other liabilities	4,264	4,187
Equity
Controlling interests	14,393	14,531
Total equity	14,393	14,531
Total Liabilities and Equity	25,407	25,285
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	408	214	189	189
Receivables-consolidated subsidiaries	25	11
Receivables-other	1,148	1,334
Other current assets	490	708
Total current assets	2,071	2,267
Investments in and loans to unconsolidated affiliates	2,943	2,966
Advances receivable-consolidated subsidiaries	1,160	898
Notes receivable-consolidated subsidiaries	3,198	3,198
Goodwill	4,595	4,714
Other assets	256	267
Net property, plant and equipment	21,644	22,307
Regulatory assets and deferred debits	1,339	1,375
Total Assets	37,206	37,992
Accounts payable	417	455
Accounts payable-consolidated subsidiaries	0	12
Commercial paper	121	1,185
Taxes accrued	103	86
Current maturities of long-term debt	500	327
Other current liabilities	951	1,200
Total current liabilities	2,092	3,265
Long-term debt	10,272	9,869
Advances payable-consolidated subsidiaries	0	0
Deferred credits and other liabilities	1,670	1,800
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	20,590	20,562
Noncontrolling interests	2,324	2,238
Total equity	22,914	22,800
Total Liabilities and Equity	37,206	37,992
Eliminations
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	(85)	(29)
Total current assets	(85)	(29)
Investments in consolidated subsidiaries	(34,983)	(35,093)
Advances receivable-consolidated subsidiaries	(5,932)	(5,581)
Notes receivable-consolidated subsidiaries	(3,198)	(3,198)
Total Assets	(44,198)	(43,901)
Accounts payable-consolidated subsidiaries	(85)	(29)
Short-term borrowings-consolidated subsidiaries	(398)	(398)
Total current liabilities	(483)	(427)
Advances payable-consolidated subsidiaries	(5,932)	(5,581)
Notes payable-consolidated subsidiaries	(2,800)	(2,800)
Equity
Controlling interests	(34,983)	(35,093)
Total equity	(34,983)	(35,093)
Total Liabilities and Equity	$ (44,198)	$ (43,901)

XML

Consolidating Financial Information

3 Months Ended

Mar. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Financial Information

Consolidating Financial Information

Spectra Energy Corp has agreed to fully and unconditionally guarantee the payment of principal and interest under all series of notes outstanding under the Senior Indenture of Spectra Energy Capital, LLC (Spectra Capital), a 100%-owned, consolidated subsidiary. In accordance with Securities and Exchange Commission (SEC) rules, the following condensed consolidating financial information is presented. The information shown for Spectra Energy Corp and Spectra Capital is presented utilizing the equity method of accounting for investments in subsidiaries, as required. The non-guarantor subsidiaries column represents all consolidated subsidiaries of Spectra Capital. This information should be read in conjunction with our accompanying Condensed Consolidated Financial Statements and notes thereto.

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Three Months Ended March 31, 2015
Total operating revenues	$	—		$	—	$	1,624	$	(1	)	$	1,623
Total operating expenses	2			—		1,081		(1		)	1,082
Operating income (loss)	(2		)	—		543		—			541
Equity in earnings of unconsolidated affiliates	—			—		24		—			24
Equity in earnings of consolidated subsidiaries	263			421		—		(684		)	—
Other income and expenses, net	(2		)	—		22		—			20
Interest expense	—			61		98		—			159
Earnings before income taxes	259			360		491		(684		)	426
Income tax expense (benefit)	(8		)	97		12		—			101
Net income	267			263		479		(684		)	325
Net income—noncontrolling interests	—			—		58		—			58
Net income—controlling interests	$	267		$	263	$	421	$	(684	)	$	267
Three Months Ended March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2015
Net income	$	267	$	263	$	479		$	(684	)	$	325
Other comprehensive income (loss)	1		—		(486		)	—			(485		)
Total comprehensive income (loss), net of tax	268		263		(7		)	(684		)	(160		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	268	$	263	$	(57	)	$	(684	)	$	(210	)
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	408	$	—		$	409
Receivables—consolidated subsidiaries	60		—		25		(85		)	—
Receivables—other	2		2		1,148		—			1,152
Other current assets	11		1		490		—			502
Total current assets	73		4		2,071		(85		)	2,063
Investments in and loans to unconsolidated affiliates	—		—		2,943		—			2,943
Investments in consolidated subsidiaries	14,393		20,590		—		(34,983		)	—
Advances receivable—consolidated subsidiaries	—		4,772		1,160		(5,932		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,595		—			4,595
Other assets	37		26		256		—			319
Net property, plant and equipment	—		—		21,644		—			21,644
Regulatory assets and deferred debits	2		15		1,339		—			1,356
Total Assets	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920
Accounts payable	$	2	$	1	$	417	$	—		$	420
Accounts payable—consolidated subsidiaries	—		85		—		(85		)	—
Commercial paper	—		494		121		—			615
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	4		18		103		—			125
Current maturities of long-term debt	—		—		500		—			500
Other current liabilities	58		48		951		—			1,057
Total current liabilities	64		1,044		2,092		(483		)	2,717
Long-term debt	—		2,906		10,272		—			13,178
Advances payable—consolidated subsidiaries	5,932		—		—		(5,932		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	802		4,264		1,670		—			6,736
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,707		14,393		20,590		(34,983		)	7,707
Noncontrolling interests	—		—		2,324		—			2,324
Total equity	7,707		14,393		22,914		(34,983		)	10,031
Total Liabilities and Equity	$	14,505	$	25,407	$	37,206	$	(44,198	)	$	32,920

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	214	$	—		$	215
Receivables—consolidated subsidiaries	18		—		11		(29		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,267		(29		)	2,332
Investments in and loans to unconsolidated affiliates	—		—		2,966		—			2,966
Investments in consolidated subsidiaries	14,531		20,562		—		(35,093		)	—
Advances receivable—consolidated subsidiaries	—		4,683		898		(5,581		)	—
Notes receivable—consolidated subsidiaries	—		—		3,198		(3,198		)	—
Goodwill	—		—		4,714		—			4,714
Other assets	38		22		267		—			327
Net property, plant and equipment	—		—		22,307		—			22,307
Regulatory assets and deferred debits	4		15		1,375		—			1,394
Total Assets	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040
Accounts payable	$	3	$	—	$	455	$	—		$	458
Accounts payable—consolidated subsidiaries	—		17		12		(29		)	—
Commercial paper	—		398		1,185		—			1,583
Short-term borrowings—consolidated subsidiaries	—		398		—		(398		)	—
Taxes accrued	5		—		86		—			91
Current maturities of long-term debt	—		—		327		—			327
Other current liabilities	96		54		1,200		—			1,350
Total current liabilities	104		867		3,265		(427		)	3,809
Long-term debt	—		2,900		9,869		—			12,769
Advances payable—consolidated subsidiaries	5,581		—		—		(5,581		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	819		4,187		1,800		—			6,806
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,160		14,531		20,562		(35,093		)	8,160
Noncontrolling interests	—		—		2,238		—			2,238
Total equity	8,160		14,531		22,800		(35,093		)	10,398
Total Liabilities and Equity	$	14,664	$	25,285	$	37,992	$	(43,901	)	$	34,040

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	267		$	263		$	479		$	(684	)	$	325
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			196			—			196
Equity in earnings of unconsolidated affiliates	—			—			(24		)	—			(24		)
Equity in earnings of consolidated subsidiaries	(263		)	(421		)	—			684			—
Distributions received from unconsolidated affiliates	—			—			38			—			38
Other	90			16			125			—			231
Net cash provided by (used in) operating activities	94			(142		)	814			—			766
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(388		)	—			(388		)
Investments in and loans to unconsolidated affiliates	—			—			(15		)	—			(15		)
Purchases of held-to-maturity securities	—			—			(145		)	—			(145		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			123			—			123
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			18			—			18
Advances to affiliates	(135		)	(21		)	—			156			—
Other changes in restricted funds	—			—			2			—			2
Net cash used in investing activities	(135		)	(21		)	(404		)	156			(404		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Net increase (decrease) in commercial paper	—			95			(1,047		)	—			(952		)
Distributions to noncontrolling interests	—			—			(44		)	—			(44		)
Contributions from noncontrolling interests	—			—			58			—			58
Dividends paid on common stock	(250		)	—			—			—			(250		)
Proceeds from the issuance of SEP common units	—			—			39			—			39
Distributions and advances from (to) affiliates	290			68			(202		)	(156		)	—
Other	1			—			(10		)	—			(9		)
Net cash provided by (used in) financing activities	41			163			(212		)	(156		)	(164		)
Effect of exchange rate changes on cash	—			—			(4		)	—			(4		)
Net increase in cash and cash equivalents	—			—			194			—			194
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	408		$	—		$	409

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	419		$	415		$	683		$	(1,050	)	$	467
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			203			—			203
Equity in earnings of unconsolidated affiliates	—			—			(161		)	—			(161		)
Equity in earnings of consolidated subsidiaries	(415		)	(635		)	—			1,050			—
Distributions received from unconsolidated affiliates	—			—			89			—			89
Other	(35		)	146			(23		)	—			88
Net cash provided by (used in) operating activities	(31		)	(74		)	791			—			686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(374		)	—			(374		)
Investments in and loans to unconsolidated affiliates	—			—			(18		)	—			(18		)
Purchases of held-to-maturity securities	—			—			(198		)	—			(198		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			167			—			167
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			5			—			5
Distributions received from unconsolidated affiliates	—			—			22			—			22
Advances from (to) affiliates	108			(30		)	—			(78		)	—
Other changes in restricted funds	—			—			7			—			7
Net cash provided by (used in) investing activities	108			(30		)	(402		)	(78		)	(402		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			—			—			300
Payments for the redemption of long-term debt	—			(148		)	(136		)	—			(284		)
Net decrease in commercial paper	—			(55		)	(47		)	—			(102		)
Distributions to noncontrolling interests	—			—			(39		)	—			(39		)
Contributions from noncontrolling interests	—			—			6			—			6
Dividends paid on common stock	(228		)	—			—			—			(228		)
Proceeds from the issuance of SEP common units	—			—			52			—			52
Distributions and advances from (to) affiliates	146			(1		)	(223		)	78			—
Other	5			—			—			—			5
Net cash provided by (used in) financing activities	(77		)	96			(387		)	78			(290		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net decrease in cash and cash equivalents	—			(8		)	—			—			(8		)
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	4		$	189		$	—		$	193

XML

Marketable Securities and Restricted Funds - Estimated Fair Values of Available for Sale Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 23	$ 24
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	23	23
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 0	$ 1

XML

Business Segment Data - Condensed Consolidated Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segment Reporting Information [Line Items]
Operating revenues	$ 1,623	$ 1,843
Depreciation and amortization	193	200
Interest expense	159	178
Interest income and other	2	4
Earnings From Continuing Operations Before Income Taxes	426	631
Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	1,623	1,843
Intersegment Eliminations
Segment Reporting Information [Line Items]
Operating revenues	(33)	(49)
Intersegment Eliminations | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	(33)	(49)
Corporate and Other | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	18	18
EBITDA	(15)	(17)
Depreciation and amortization	12	11
Corporate and Other | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	16	15
Corporate and Other | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	2	3
Total reportable segments | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	1,638	1,874
EBITDA	791	1,022
Depreciation and amortization	181	189
Total reportable segments | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	17	34
Total reportable segments | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	1,621	1,840
Field Services | Operating Segments
Segment Reporting Information [Line Items]
EBITDA	(17)	130
Western Canada Transmission And Processing | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	370	575
EBITDA	161	237
Depreciation and amortization	62	67
Western Canada Transmission And Processing | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	17	34
Western Canada Transmission And Processing | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	353	541
Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	662	718
EBITDA	192	226
Depreciation and amortization	45	49
Distribution | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	662	718
Spectra Energy Partners | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	606	581
EBITDA	455	429
Depreciation and amortization	74	73
Spectra Energy Partners | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		0
Spectra Energy Partners | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	$ 606	$ 581

XML

Issuances of SEP Units(Tables)

3 Months Ended

Mar. 31, 2015

Noncontrolling Interest [Abstract]

Effects of Changes in Ownership Interests in Non-Wholly Owned Consolidated Subsidiaries

The following table presents the effects of the issuances of SEP units:

	Three Months Ended March 31,
	2015		2014
	(in millions)
Net income-controlling interests	$	267	$	419
Increase in additional paid-in capital resulting from issuances of SEP units	6		10
Total net income-controlling interests and changes in equity-controlling interests	$	273	$	429

XML

Marketable Securities and Restricted Funds - Estimated Fair Values of Held to Maturity Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 179	$ 172
Other Current Assets | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	49	38
Other Current Assets | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	27	30
Other Current Assets | Money market funds
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	10	3
Investments and other assets-other | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 93	$ 101

XML

Employee Benefit Plans - Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 5	$ 5
Interest cost	6	6
Expected return on plan assets	(10)	(10)
Amortization of loss	2	3
Net periodic cost	3	4
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost	2	2
Expected return on plan assets	(1)	(1)
Net periodic cost	1	1
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	1
Interest cost	1	1
Net periodic cost	2	2
Canadian Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	8	7
Interest cost	11	13
Expected return on plan assets	(17)	(17)
Amortization of loss	7	6
Net periodic cost	$ 9	$ 9

XML

Risk Management and Hedging Activities - Information about Interest Rate Swaps (Detail) (Interest rate swaps, USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Interest rate swaps
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets, Assets	$ 37	$ 24
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Assets	0	0
Net Amount	$ 37	$ 24

XML

Inventory - Components of Inventory (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Natural gas	$ 81	$ 211
NGLs	22	28
Materials and supplies	71	74
Total inventory	$ 174	$ 313

XML

General

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

The terms “we,” “our,” “us” and “Spectra Energy” as used in this report refer collectively to Spectra Energy Corp and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Spectra Energy. The term “Spectra Energy Partners” refers to our Spectra Energy Partners operating segment. The term “SEP” refers to Spectra Energy Partners, LP, our master limited partnership.

Nature of Operations. Spectra Energy Corp, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets, and owns and operates a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions. We currently operate in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. We provide transmission 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. We also provide natural gas sales and distribution services to retail customers in Ontario, and natural gas gathering and processing services to customers in western Canada. We also own a 50% interest in DCP Midstream, LLC (DCP Midstream), based in Denver, Colorado, one of the leading natural gas gatherers in the United States based on wellhead volumes, and one of the largest U.S. producers and marketers of natural gas liquids (NGLs).

Basis of Presentation. The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our majority-owned subsidiaries, after eliminating intercompany transactions and balances. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form

10-K for the year ended December 31, 2014, and reflect all normal recurring adjustments that are, in our opinion, necessary to fairly present our results of operations and financial position. Amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, primarily in our gas distribution operations, as well as changing commodity prices on certain of our processing operations and other factors.

Use of Estimates. To conform with generally accepted accounting principles (GAAP) in the United States, we make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements. Although these estimates are based on our best available knowledge at the time, actual results could differ.

XML

Risk Management and Hedging Activities - Commodity derivative assets and liabilities offsetting (Details) (Commodity Contract, USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Commodity Contract
Derivative Assets And Liabilities Offsetting Table Text Block [Line Items]
Net Amounts Presented in the Condensed Consolidated Balance Sheets, Liabilities	$ 0	$ 0
Derivative Liability, Fair Value, Gross Liability	85	91
Derivative Liability, Fair Value, Amount Offset Against Assets	85	91
Net Amounts Presented in the Condensed Consolidated Balance Sheet, Assets	49	78
Derivative Asset, Fair Value, Amount Offset Against Liabilities	85	91
Derivative Asset, Fair Value, Gross Asset	$ 134	$ 169

XML

Regulatory Matters - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Regulatory Matters [Line Items]
Earnings Before Income Taxes	$ 426	$ 631
Transportation, storage and processing of natural gas	842	887
Sales of natural gas liquids	66	187
Other	24	72
Union Gas Limited | Accounts Receivable [Member]
Regulatory Matters [Line Items]
Regulatory Assets	$ 8		$ 9

XML

Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	267	$	419
Weighted-average common shares outstanding
Basic	671		670
Diluted	673		672
Basic earnings per common share	$	0.40	$	0.63
Diluted earnings per common share	$	0.40	$	0.62

XML

Business Segments (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Business Segment Data - Condensed Consolidated Statements of Operations

Business Segment Data

Condensed Consolidated Statements of Operations
	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Depreciation and Amortization		Segment EBITDA/ Consolidated Earnings before Income Taxes
	(in millions)
Three Months Ended March 31, 2015
Spectra Energy Partners	$	606	$	—		$	606		$	74	$	455
Distribution	662		—			662			45		192
Western Canada Transmission & Processing	353		17			370			62		161
Field Services	—		—			—			—		(17		)
Total reportable segments	1,621		17			1,638			181		791
Other	2		16			18			12		(15		)
Eliminations	—		(33		)	(33		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		159
Interest income and other	—		—			—			—		2
Total consolidated	$	1,623	$	—		$	1,623		$	193	$	426
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	73	$	429
Distribution	718		—			718			49		226
Western Canada Transmission & Processing	541		34			575			67		237
Field Services	—		—			—			—		130
Total reportable segments	1,840		34			1,874			189		1,022
Other	3		15			18			11		(17		)
Eliminations	—		(49		)	(49		)	—		—
Depreciation and amortization	—		—			—			—		200
Interest expense	—		—			—			—		178
Interest income and other	—		—			—			—		4
Total consolidated	$	1,843	$	—		$	1,843		$	200	$	631

XML

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis with Fair Value Hierarchy Levels (Detail) (Fair Value, Measurements, Recurring, USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 300	$ 211
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	0	1
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	251	132
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	49	78
Other Current Assets | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	3	3
Other Current Assets | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	2	2
Other Current Assets | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	43	57
Other Current Assets | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	3	3
Other Current Assets | Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	2	2
Other Current Assets | Level 3 | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	43	57
Other Assets Noncurrent | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	20	20
Other Assets Noncurrent | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	35	22
Other Assets Noncurrent | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets		1
Other Assets Noncurrent | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	21
Other Assets Noncurrent | Level 1 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets		1
Other Assets Noncurrent | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	20	20
Other Assets Noncurrent | Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	35	22
Other Assets Noncurrent | Level 3 | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	21
Cash and cash equivalents | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	191	85
Cash and cash equivalents | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 191	$ 85

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Contingency [Line Items]
Income tax expense (benefit) from continuing operations	$ 101	$ 164
Effective tax rate for income from continuing operations	24.00%	26.00%
Minimum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	15
Maximum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	$ 20

XML

Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income

The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component and amounts reclassified out of AOCI to Net Income, excluding amounts attributable to noncontrolling interests:

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(484		)	6				3			(2		)	(477		)
March 31, 2015	$	532		$	(345	)		$	—		$	(2	)	$	185
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008

XML

Inventory (Tables)

3 Months Ended

Mar. 31, 2015

Inventory Disclosure [Abstract]

Components of Inventory

The components of inventory are as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Natural gas	$	81	$	211
NGLs	22		28
Materials and supplies	71		74
Total inventory	$	174	$	313

XML

Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Millions, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income Other	Noncontrolling Interests
Beginning Balance at Dec. 31, 2013	$ 10,323	$ 1	$ 4,869	$ 2,383	$ 1,557	$ (316)	$ 1,829
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	467			419			48
Other comprehensive income (loss)	(237)				(244)	11	(4)
Dividends on common stock	(225)			(225)
Stock-based compensation	(2)		(2)
Distributions to noncontrolling interests	(39)						(39)
Contributions from noncontrolling interests	6						6
Spectra Energy common stock issued	3		3
Spectra Energy Partners, LP common units issued	46		10				36
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	5		0				5
Other, net	(2)		0				(2)
Ending Balance at Mar. 31, 2014	10,345	1	4,880	2,577	1,313	(305)	1,879
Beginning Balance at Dec. 31, 2014	10,398	1	4,956	2,541	1,016	(354)	2,238
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	325			267			58
Other comprehensive income (loss)	(485)				(484)	7	(8)
Dividends on common stock	(250)			(250)
Distributions to noncontrolling interests	(44)						(44)
Contributions from noncontrolling interests	58						58
Spectra Energy common stock issued	1		1
Spectra Energy Partners, LP common units issued	35		6				29
Other, net	(7)		0				(7)
Ending Balance at Mar. 31, 2015	$ 10,031	$ 1	$ 4,963	$ 2,558	$ 532	$ (347)	$ 2,324

XML

Investments in and Loans to Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Summarized Statements of Operations of Unconsolidated Affiliates Presented at 100 Percent

The following represents summary financial information for DCP Midstream, presented at 100%:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Operating revenues	$	2,043		$	3,915
Operating expenses	1,991			3,645
Operating income	52			270
Net income (loss)	(6		)	203
Net income (loss) attributable to members’ interests	(37		)	165

XML

General - Additional Information (Detail) (DCP Midstream, LLC)	Mar. 31, 2015
DCP Midstream, LLC
General [Line Items]
Percentage of ownership	50.00%

XML

Marketable Securities and Restricted Funds - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Available-for-sale Securities | Maximum
Gain (Loss) on Investments [Line Items]
Weighted-average contractual maturity of outstanding securities	2 years
Held-to-maturity Securities | Maximum
Gain (Loss) on Investments [Line Items]
Weighted-average contractual maturity of outstanding securities	1 year
Investments and other assets-other
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	9	$ 6
Other Current Assets
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Current	12	$ 13
M&N Canada six point nine zero percent senior secured notes due 2014 to 2019 | Maritimes & Northeast Pipeline Limited Partnership
Gain (Loss) on Investments [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.90%

XML

Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 325	$ 467
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	196	203
Equity in earnings of unconsolidated affiliates	(24)	(161)
Equity in earnings of consolidated subsidiaries	0	0
Distributions received from unconsolidated affiliates	38	89
Other	231	88
Net cash provided by (used in) operating activities	766	686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(388)	(374)
Investments in and loans to unconsolidated affiliates	(15)	(18)
Purchases of held-to-maturity securities	(145)	(198)
Proceeds from sales and maturities of held-to-maturity securities	123	167
Purchases of available-for-sale securities	0	(13)
Proceeds from sales and maturities of available-for-sale securities	1	5
Distributions received from unconsolidated affiliates	18	22
Other changes in restricted funds	2	7
Net cash provided by (used in) investing activities	(404)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	994	300
Payments for the redemption of long-term debt	0	(284)
Net increase in commercial paper	(952)	(102)
Distributions to noncontrolling interests	(44)	(39)
Contributions from noncontrolling interests	58	6
Dividends paid on common stock	(250)	(228)
Proceeds from the issuance of SEP common units	39	52
Other	(9)	5
Net cash provided by (used in) financing activities	(164)	(290)
Effect of exchange rate changes on cash	(4)	(2)
Net increase (decrease) in cash and cash equivalents	194	(8)
Cash and cash equivalents at beginning of period	215	201
Cash and cash equivalents at end of period	409	193
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	267	419
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	(263)	(415)
Other	90	(35)
Net cash provided by (used in) operating activities	94	(31)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	(135)	108
Net cash provided by (used in) investing activities	(135)	108
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock	(250)	(228)
Distributions and advances from (to) affiliates	290	146
Other	1	5
Net cash provided by (used in) financing activities	41	(77)
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	263	415
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	(421)	(635)
Other	16	146
Net cash provided by (used in) operating activities	(142)	(74)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	(21)	(30)
Net cash provided by (used in) investing activities	(21)	(30)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	0	300
Payments for the redemption of long-term debt		(148)
Net increase in commercial paper	95	(55)
Distributions and advances from (to) affiliates	68	(1)
Other	0
Net cash provided by (used in) financing activities	163	96
Net increase (decrease) in cash and cash equivalents	0	(8)
Cash and cash equivalents at beginning of period	1	12
Cash and cash equivalents at end of period	1	4
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	479	683
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	196	203
Equity in earnings of unconsolidated affiliates	(24)	(161)
Equity in earnings of consolidated subsidiaries	0	0
Distributions received from unconsolidated affiliates	38	89
Other	125	(23)
Net cash provided by (used in) operating activities	814	791
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(388)	(374)
Investments in and loans to unconsolidated affiliates	(15)	(18)
Purchases of held-to-maturity securities	(145)	(198)
Proceeds from sales and maturities of held-to-maturity securities	123	167
Purchases of available-for-sale securities		(13)
Proceeds from sales and maturities of available-for-sale securities	1	5
Distributions received from unconsolidated affiliates	18	22
Other changes in restricted funds	2	7
Net cash provided by (used in) investing activities	(404)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	994	0
Payments for the redemption of long-term debt		(136)
Net increase in commercial paper	(1,047)	(47)
Distributions to noncontrolling interests	(44)	(39)
Contributions from noncontrolling interests	58	6
Dividends paid on common stock	0
Proceeds from the issuance of SEP common units	39	52
Distributions and advances from (to) affiliates	(202)	(223)
Other	(10)
Net cash provided by (used in) financing activities	(212)	(387)
Effect of exchange rate changes on cash	(4)	(2)
Net increase (decrease) in cash and cash equivalents	194	0
Cash and cash equivalents at beginning of period	214	189
Cash and cash equivalents at end of period	408	189
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(684)	(1,050)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	684	1,050
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	156	(78)
Net cash provided by (used in) investing activities	156	(78)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions and advances from (to) affiliates	(156)	78
Net cash provided by (used in) financing activities	$ (156)	$ 78

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating Revenues
Transportation, storage and processing of natural gas	$ 842	$ 887
Distribution of natural gas	607	626
Sales of natural gas liquids	66	187
Transportation of crude oil	84	71
Other	24	72
Total operating revenues	1,623	1,843
Operating Expenses
Natural gas and petroleum products purchased	432	528
Operating, maintenance and other	354	363
Depreciation and amortization	193	200
Property and other taxes	103	113
Total operating expenses	1,082	1,204
Operating Income	541	639
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	24	161
Other income and expenses, net	20	9
Total other income and expenses	44	170
Interest Expense	159	178
Earnings Before Income Taxes	426	631
Income Tax Expense	101	164
Net Income	325	467
Net Income—Noncontrolling Interests	58	48
Net Income—Controlling Interests	$ 267	$ 419
Weighted-average shares outstanding
Basic (in shares)	671	670
Diluted (in shares)	673	672
Earnings Per Share, Basic	$ 0.40	$ 0.63
Earnings Per Share, Diluted	$ 0.40	$ 0.62
Dividends per share	$ 0.370	$ 0.335

XML

Earnings per Common Share - Basic and Diluted Eps Calculations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Earnings Per Share [Abstract]
Net income-controlling interests	$ 267	$ 419
Weighted-average common shares outstanding
Basic (in shares)	671	670
Diluted (in shares)	673	672
Basic earnings per common share	$ 0.40	$ 0.63
Diluted earnings per common share	$ 0.40	$ 0.62

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Preferred stock, par (usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares outstanding	0	0
Common stock, par (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	671,000,000	671,000,000

XML

Fair Value Measurements - Additional Information (Details) (Commodity Contract, Scenario, Forecast, USD $)	12 Months Ended
	Dec. 31, 2015
Commodity Contract | Scenario, Forecast
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in value of inputs used in determining fair value	$ 0.10
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Period Increase (Decrease)	$ 15,000,000

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Changes in Level 3 Assets and Liabilities that are Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs

The following presents changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	78		$	(3	)
Total gains (losses):
Included in earnings	6			(4		)
Included in other comprehensive income	(6		)	3
Purchases	1			—
Settlements	(30		)	(1		)
Fair value, end of period	$	49		$	(5	)
Total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets and liabilities held at the end of the period	$	(16	)	$	(3	)

Assets and Liabilities Measured at Fair Value on Recurring Basis with Fair Value Hierarchy Levels

The following presents, for each of the fair value hierarchy levels, assets and liabilities that are measured and recorded at fair value on a recurring basis:

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	191	$	—	$	191	$	—
Corporate debt securities	Current assets—other	3				3
Commodity derivatives	Current assets—other	43		—		—		43
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	6		—		—		6
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	35		—		35		—
Total Assets		$	300	$	—	$	251	$	49

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	85	$	—	$	85	$	—
Corporate debt securities	Current assets—other	3		—		3		—
Commodity derivatives	Current assets—other	57		—		—		57
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	21		—		—		21
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	22		—		22		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	211	$	1	$	132	$	78

Fair Value of Financial Instruments Recorded and Carried at Book Value

Our AFS securities are classified on the Condensed Consolidated Balance Sheets as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	3		3
Investments and other assets—other	20		20
Total available-for-sale securities	$	23	$	24

The fair values of financial instruments that are recorded and carried at book value are summarized in the following table. Judgment is required in interpreting market data to develop the estimates of fair value. These estimates are not necessarily indicative of the amounts we could have realized in current markets.

	March 31, 2015				December 31, 2014
	Book Value		Approximate Fair Value		Book Value		Approximate Fair Value
	(in millions)
Note receivable, noncurrent (a)	$	71	$	71	$	71	$	71
Long-term debt, including current maturities (b)	13,641		15,308		13,060		14,446

__________

(a) Included within Investments in and Loans to Unconsolidated Affiliates.

(b) Excludes capital leases, unamortized items and fair value hedge carrying value adjustments.

XML

Issuances of SEP Units - Effects of Issuances (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Noncontrolling Interest [Line Items]
Net income-controlling interests	$ 267	$ 419
Total net income-controlling interests and changes in equity-controlling interests	273	429
Additional Paid-in Capital
Noncontrolling Interest [Line Items]
Increase in additional paid-in capital resulting from issuances of SEP units	$ 6	$ 10

XML

Guarantees and Indemnifications

3 Months Ended

Mar. 31, 2015

Guarantees [Abstract]

Guarantees and Indemnifications

Guarantees and Indemnifications

We have various financial guarantees and indemnifications which are issued in the normal course of business. As discussed below, these contracts include financial guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. We enter into these arrangements to facilitate a commercial transaction with a third party by enhancing the value of the transaction to the third party. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on our Condensed Consolidated Balance Sheets. The possibility of having to perform under these guarantees and indemnifications is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events.

We have issued performance guarantees to customers and other third parties that guarantee the payment and performance of other parties, including certain non-100%-owned entities. In connection with our spin-off from Duke Energy Corporation (Duke Energy) in 2007, certain guarantees that were previously issued by us were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as of March 31, 2015 was approximately $406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential amount of future payment of $201 million, expires in 2028. The remaining guarantees have no contractual expirations.

We have also issued joint and several guarantees to some of the Duke/Fluor Daniel (D/FD) project owners, guaranteeing the performance of D/FD under its engineering, procurement and construction contracts and other contractual commitments in place at the time of our spin-off from Duke Energy. D/FD is one of the entities transferred to Duke Energy in connection with our spin-off. Substantially all of these guarantees have no contractual expiration and no stated maximum amount of future payments that we could be required to make. Fluor Enterprises Inc., as 50% owner in D/FD, issued similar joint and several guarantees to the same D/FD project owners.

Westcoast Energy Inc. (Westcoast), a 100%-owned subsidiary, has issued performance guarantees to third parties guaranteeing the performance of unconsolidated entities, such as equity method investments, and of entities previously sold by Westcoast to third parties. Those guarantees require Westcoast to make payment to the guaranteed third party upon the failure of such unconsolidated or sold entity to make payment under some of its contractual obligations, such as debt agreements, purchase contracts and leases. Certain guarantees that were previously issued by Westcoast for obligations of entities that remained a part of Duke Energy are considered guarantees of third party performance; however, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements.

We have entered into various indemnification agreements related to purchase and sale agreements and other types of contractual agreements with vendors and other third parties. These agreements typically cover environmental, litigation and other matters, as well as breaches of representations, warranties and covenants. Typically, claims may be made by third parties for various periods of time depending on the nature of the claim. Our potential exposure under these indemnification agreements can range from a specified amount, such as the purchase price, to an unlimited dollar amount, depending on the nature of the claim and the particular transaction. We are unable to estimate the total potential amount of future payments under these indemnification agreements due to several factors, such as the unlimited exposure under certain guarantees.

As of March 31, 2015, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

XML

Risk Management and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2015

Risk Management And Hedging Activities [Abstract]

Derivative Assets And Liabilities Offsetting

Information about our interest rate swaps that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	37	$	—	$	37	$	24	$	—	$	24

Commodity Derivative Assets and Liabilities Offsetting

Information about our commodity derivatives that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	134	$	85	$	49	$	169	$	91	$	78
Liabilities	85		85		—		91		91		—

Commodity derivative impact

Information regarding the impacts of commodity derivatives on our Condensed Consolidated Statements of Operations are as follows:

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	7	$	(3	)

XML

Employee Benefit Plans

3 Months Ended

Mar. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Retirement Plans. We have a qualified non-contributory defined benefit (DB) retirement plan for U.S. employees and non-qualified, non-contributory, unfunded defined benefit plans which cover certain current and former U.S. executives. Our Westcoast subsidiary maintains qualified and non-qualified, contributory and non-contributory, DB and defined contribution (DC) retirement plans covering substantially all employees of our Canadian operations.

Our policy is to fund our retirement plans, where applicable, on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants or as required by legislation or plan terms. We made contributions of $5 million to our U.S. retirement plans in both of the three month periods ended March 31, 2015 and 2014. We made total contributions to the Canadian DC and DB plans of $9 million in the three months ended March 31, 2015 and $16 million in the same period in 2014. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $30 million to the Canadian plans in 2015.

Qualified and Non-Qualified Pension Plans—Components of Net Periodic Pension Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			6
Expected return on plan assets	(10		)	(10		)
Amortization of loss	2			3
Net periodic pension cost	$	3		$	4
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation	11			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	7			6
Net periodic pension cost	$	9		$	9

Other Post-Retirement Benefit Plans. We provide certain health care and life insurance benefits for retired employees on a contributory and non-contributory basis. Employees are eligible for these benefits if they have met age and service requirements at retirement, as defined in the plans.

Other Post-Retirement Benefit Plans—Components of Net Periodic Benefit Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			1
Net periodic other post-retirement benefit cost	$	2		$	2

Retirement/Savings Plan

In addition to the retirement plans described above, we also have defined contribution employee savings plans available to both U.S. and Canadian employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6% of eligible pay per pay period for U.S. employees and up to 5% of eligible pay per pay period for Canadian employees. We expensed pre-tax employer matching contributions of $3 million in both of the three month periods ended March 31, 2015 and 2014 for U.S. employees and $3 million in both of the three month periods for Canadian employees.

XML

Employee Benefit Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Canadian Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 8	$ 7
Contribution to retirement plans	9	16
Anticipated contributions to the defined benefit plans in 2015	30
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	5	5
Contribution to retirement plans	5	5
Anticipated contributions to the defined benefit plans in 2015	22
Canadian Plans
Defined Benefit Plan Disclosure [Line Items]
Percentage of employer contribution to eligible pay per pay period	5.00%
Expensed pre-tax employer matching contributions	3	3
U.S. Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Percentage of employer contribution to eligible pay per pay period	6.00%
Expensed pre-tax employer matching contributions	$ 3	$ 3

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 325	$ 467
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		467
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	196	203
Deferred income tax expense	61	153
Equity in earnings of unconsolidated affiliates	(24)	(161)
Distributions received from unconsolidated affiliates	38	89
Other	170	(65)
Net cash provided by (used in) operating activities	766	686
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(388)	(374)
Investments in and loans to unconsolidated affiliates	(15)	(18)
Purchases of held-to-maturity securities	(145)	(198)
Proceeds from sales and maturities of held-to-maturity securities	123	167
Purchases of available-for-sale securities	0	(13)
Proceeds from sales and maturities of available-for-sale securities	1	5
Distributions received from unconsolidated affiliates	18	22
Other changes in restricted funds	2	7
Net cash provided by (used in) investing activities	(404)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	994	300
Payments for the redemption of long-term debt	0	(284)
Net decrease in commercial paper	(952)	(102)
Distributions to noncontrolling interests	(44)	(39)
Contributions from noncontrolling interests	58	6
Dividends paid on common stock	(250)	(228)
Proceeds from the issuances of Spectra Energy Partners, LP common units	39	52
Other	(9)	5
Net cash provided by (used in) financing activities	(164)	(290)
Effect of exchange rate changes on cash	(4)	(2)
Net increase (decrease) in cash and cash equivalents	194	(8)
Cash and cash equivalents at beginning of period	215	201
Cash and cash equivalents at end of period	409	193
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 115	$ 107

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net Income	$ 325	$ 467
Other comprehensive income (loss):
Foreign currency translation adjustments	(492)	(248)
Non-cash mark-to-market net gain on hedges	0	2
Reclassification of cash flow hedges into earnings	0	2
Pension and benefits impact (net of taxes of $3 and $3, respectively)	6	7
Other	1	0
Total other comprehensive income (loss)	(485)	(237)
Total Comprehensive Income (Loss), net of tax	(160)	230
Less: Comprehensive Income—Noncontrolling Interests	50	44
Comprehensive Income (Loss)—Controlling Interests	$ (210)	$ 186

XML

Marketable Securities and Restricted Funds

3 Months Ended

Mar. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Marketable Securities and Restricted Funds

Marketable Securities and Restricted Funds

We routinely invest excess cash and various restricted balances in securities such as commercial paper, banker's acceptances, corporate debt securities, treasury bills and money market funds in the United States and Canada. We do not purchase marketable securities for speculative purposes; therefore we do not have any securities classified as trading securities. While we do not routinely sell marketable securities prior to their scheduled maturity dates, some of our investments may be held and restricted for insurance purposes, so these investments are classified as available-for-sale (AFS) marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. Initial investments in securities are classified as purchases of the respective type of securities (AFS marketable securities or held-to-maturity (HTM) marketable securities). Maturities of securities are classified within proceeds from sales and maturities of securities in the Condensed Consolidated Statements of Cash Flows.

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	23	$	23
Money market funds	—		1
Total available-for-sale securities	$	23	$	24

Our AFS securities are classified on the Condensed Consolidated Balance Sheets as follows:

	Estimated Fair Value
	March 31, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	3		3
Investments and other assets—other	20		20
Total available-for-sale securities	$	23	$	24

At March 31, 2015, the weighted-average contractual maturity of outstanding AFS securities was less than two years.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2015 or December 31, 2014.

HTM Securities. All of our HTM securities are restricted funds and are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015		December 31, 2014
		(in millions)
Banker's acceptances	Current assets—other	$	49	$	38
Canadian government securities	Current assets—other	27		30
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	93		101
Total held-to-maturity securities		$	179	$	172

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte debt agreements. The funds restricted for M&N Canada, plus future cash from operations that would otherwise be available for distribution to the partners of M&N Canada, are required to be placed in escrow until the balance in escrow is sufficient to fund all future debt service on the M&N Canada 6.90% senior secured notes. There are sufficient funds held in escrow to fund all future debt service on these M&N Canada notes as of March 31, 2015.

At March 31, 2015, the weighted-average contractual maturity of outstanding HTM securities was less than one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2015 or December 31, 2014.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted funds as described above, we had other restricted funds totaling $12 million at March 31, 2015 and $13 million at December 31, 2014 classified as Current Assets—Other. These restricted funds are related to additional amounts for insurance. We also had other restricted funds totaling $9 million at March 31, 2015 and $6 million at December 31, 2014 classified as Investments and Other Assets—Other. These restricted funds are related to funds held and collected from customers for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

Changes in restricted balances are presented within Cash Flows from Investing Activities on our Condensed Consolidated Statements of Cash Flows.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2015
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	SE
Entity Registrant Name	SPECTRA ENERGY CORP.
Entity Central Index Key	0001373835
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	671,327,206

XML

Debt and Credit Facilities

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt and Credit Facilities

Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	494	$	506
SEP (b)	2019	2,000		121		1,879
Westcoast Energy Inc. (c)	2019	315		—		315
Union Gas (d)	2019	394		—		394
Total		$	3,709	$	615	$	3,094

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 58% at March 31, 2015.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less. As of March 31, 2015, this ratio was 3.8 to 1.

(c) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 33% at March 31, 2015.

(d) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 500 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2015.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of March 31, 2015, there were no letters of credit issued or revolving borrowings outstanding under the credit facilities.

Our credit agreements contain various covenants, including the maintenance of certain financial ratios. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of March 31, 2015, we were in compliance with those covenants. In addition, our credit agreements allow for acceleration of payments or termination of the agreements due to nonpayment, or in some cases, due to the acceleration of other significant indebtedness of the borrower or some of its subsidiaries. Our debt and credit agreements do not contain provisions that trigger an acceleration of indebtedness based solely on the occurrence of a material adverse change in our financial condition or results of operations.

Debt Issuances. On March 12, 2015, SEP issued $500 million of 3.50% unsecured notes due 2025 and $500 million of 4.50% unsecured notes due 2045. Net proceeds from the offering were used to repay a portion of outstanding commercial paper, to fund capital expenditures and for general corporate purposes.

XML

Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statement of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax	$ 3	$ 3

XML

Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense was $101 million for the three-month period ended March 31, 2015, compared to $164 million for the same period in 2014. The lower tax expense was primarily due to lower earnings and the effect of a weaker Canadian dollar. The effective income tax rate was 24% and 26% for the three-month periods ended March 31, 2015 and 2014, respectively.

There was no material net change in unrecognized tax benefits recorded during the three-month period ended March 31, 2015. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $15 million to $20 million prior to March 31, 2016.

XML

Regulatory Matters

3 Months Ended

Mar. 31, 2015

Regulated Operations [Abstract]

Regulatory Matters

Regulatory Matters

Union Gas. In December 2014, Union Gas filed an application with the OEB for the disposition of the 2013 energy conservation deferral and variance account balances. As a result of this application, Union Gas has a receivable from customers of approximately $8 million and $9 million at March 31, 2015 and December 31, 2014, respectively, which is reflected as Current Assets-Other on the Condensed Consolidated Balance Sheet. A written hearing concluded in April 2015, and an OEB decision is expected later this year.

In April 2015, the OEB issued its decision on Union Gas’ application for an order approving an interruptible liquefied natural gas (LNG) service. The OEB determined that it would not regulate this service, as it was satisfied that there is LNG competition sufficient to protect the public interest and approved the proposed cross charges between the regulated and unregulated services until an application for new rates in 2019 is filed. At this time, Union Gas does not expect any material financial impact as a result of this decision.

XML

Issuances of SEP Units

3 Months Ended

Mar. 31, 2015

Noncontrolling Interest [Abstract]

Effects of Change in Noncontrolling Interest Ownership

Issuances of SEP Units

During the three months ended March 31, 2015, SEP issued 0.8 million common units to the public under its at-the-market program and approximately 16,000 general partner units to Spectra Energy. Total net proceeds to SEP were $40 million (net proceeds to Spectra Energy were $39 million). In connection with the issuances of the units, a $10 million gain ($6 million net of tax) to Additional Paid-in Capital and a $29 million increase in Equity-Noncontrolling Interests were recorded during the three months ended March 31, 2015. Spectra Energy’s ownership in SEP remained approximately 82% following the issuances.

The following table presents the effects of the issuances of SEP units:

	Three Months Ended March 31,
	2015		2014
	(in millions)
Net income-controlling interests	$	267	$	419
Increase in additional paid-in capital resulting from issuances of SEP units	6		10
Total net income-controlling interests and changes in equity-controlling interests	$	273	$	429

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following presents, for each of the fair value hierarchy levels, assets and liabilities that are measured and recorded at fair value on a recurring basis:

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	191	$	—	$	191	$	—
Corporate debt securities	Current assets—other	3				3
Commodity derivatives	Current assets—other	43		—		—		43
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	6		—		—		6
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	35		—		35		—
Total Assets		$	300	$	—	$	251	$	49

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	85	$	—	$	85	$	—
Corporate debt securities	Current assets—other	3		—		3		—
Commodity derivatives	Current assets—other	57		—		—		57
Interest rate swaps	Current assets—other	2		—		2		—
Commodity derivatives	Investments and other assets—other	21		—		—		21
Corporate debt securities	Investments and other assets—other	20		—		20		—
Interest rate swaps	Investments and other assets—other	22		—		22		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	211	$	1	$	132	$	78

The following presents changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	78		$	(3	)
Total gains (losses):
Included in earnings	6			(4		)
Included in other comprehensive income	(6		)	3
Purchases	1			—
Settlements	(30		)	(1		)
Fair value, end of period	$	49		$	(5	)
Total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets and liabilities held at the end of the period	$	(16	)	$	(3	)

Level 1

Level 1 valuations represent quoted unadjusted prices for identical instruments in active markets.

Level 2 Valuation Techniques

Fair values of our financial instruments that are actively traded in the secondary market, including our long-term debt, are determined based on market-based prices. These valuations may include inputs such as quoted market prices of the exact or similar instruments, broker or dealer quotations, or alternative pricing sources that may include models or matrix pricing tools, with reasonable levels of price transparency.

For interest rate swaps, we utilize data obtained from a third-party source for the determination of fair value. Both the future cash flows for the fixed-leg and floating-leg of our swaps are discounted to present value. In addition, credit default swap rates are used to develop the adjustment for credit risk embedded in our positions. We believe that since some of the inputs and assumptions for the calculations of fair value are derived from observable market data, a Level 2 classification is appropriate.

Level 3 Valuation Techniques

Level 3 valuation techniques include the use of pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.

The derivative financial instruments reported in Level 3 at March 31, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of March 31, 2015, we reported certain of our NGL basis swaps at fair value using Level 3 inputs due to such derivatives not having observable market prices for substantially the full term of the derivative asset or liability. For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in

Level 3. This includes derivatives valued using indicative price quotations whose contract length extends into unobservable periods.

The fair value of these NGL basis swaps is determined using a discounted cash flow valuation technique based on a forward commodity basis curve. For these derivatives, the primary input to the valuation model is the forward commodity basis curve, which is based on observable or public data sources and extrapolated when observable prices are not available.

The significant unobservable inputs used in the fair value measurements of our Level 3 derivatives are the forward NGL basis curves, for which a significant portion of the derivative’s term is beyond available forward pricing. At March 31, 2015, a 10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $15 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

Financial Instruments

The fair values of financial instruments that are recorded and carried at book value are summarized in the following table. Judgment is required in interpreting market data to develop the estimates of fair value. These estimates are not necessarily indicative of the amounts we could have realized in current markets.

	March 31, 2015				December 31, 2014
	Book Value		Approximate Fair Value		Book Value		Approximate Fair Value
	(in millions)
Note receivable, noncurrent (a)	$	71	$	71	$	71	$	71
Long-term debt, including current maturities (b)	13,641		15,308		13,060		14,446

__________

(a) Included within Investments in and Loans to Unconsolidated Affiliates.

(b) Excludes capital leases, unamortized items and fair value hedge carrying value adjustments.

The fair value of our long-term debt is determined based on market-based prices as described in the Level 2 valuation technique described above and is classified as Level 2.

The fair values of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, note receivable-noncurrent, accounts payable and commercial paper are not materially different from their carrying amounts because of the short-term nature of these instruments or because the stated rates approximate market rates.

During the three month periods ended March 31,2015 and 2014, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

XML

Inventory

3 Months Ended

Mar. 31, 2015

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory consists of natural gas and NGLs held in storage for transmission and processing, and also includes materials and supplies. Natural gas inventories primarily relate to the Distribution segment in Canada and are valued at costs approved by the OEB. The difference between the approved price and the actual cost of gas purchased is recorded as either a receivable or a current liability, as appropriate, for future disposition with customers, subject to approval by the OEB. The remaining inventory is recorded at the lower of cost or market, primarily using average cost. The components of inventory are as follows:

	March 31, 2015		December 31, 2014
	(in millions)
Natural gas	$	81	$	211
NGLs	22		28
Materials and supplies	71		74
Total inventory	$	174	$	313

XML

Risk Management and Hedging Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 gal
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate hedges	1,199
Commodity Contract
Derivative [Line Items]
Underlying, Derivative Volume	151,000,000
Derivative, Term of Contract	2017

XML

Earnings per Common Share

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

Basic earnings per common share (EPS) is computed by dividing net income from controlling interests by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income from controlling interests by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, stock-based performance unit awards and phantom stock awards, were exercised, settled or converted into common stock.

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	267	$	419
Weighted-average common shares outstanding
Basic	671		670
Diluted	673		672
Basic earnings per common share	$	0.40	$	0.63
Diluted earnings per common share	$	0.40	$	0.62

XML

Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component and amounts reclassified out of AOCI to Net Income, excluding amounts attributable to noncontrolling interests:

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(484		)	6				3			(2		)	(477		)
March 31, 2015	$	532		$	(345	)		$	—		$	(2	)	$	185
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008

Reclassifications to Net Income are primarily included in Other Income and Expenses, Net on our Condensed Consolidated Statements of Operations.

XML

Investments in and Loans to Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Loans to Unconsolidated Affiliates

Investments in and Loans to Unconsolidated Affiliates

Our most significant investment in unconsolidated affiliates is our 50% investment in DCP Midstream, which is accounted for under the equity method of accounting. The following represents summary financial information for DCP Midstream, presented at 100%:

	Three Months Ended March 31,
	2015			2014
	(in millions)
Operating revenues	$	2,043		$	3,915
Operating expenses	1,991			3,645
Operating income	52			270
Net income (loss)	(6		)	203
Net income (loss) attributable to members’ interests	(37		)	165

DCP Partners issues, from time to time, limited partner units to the public, which are recorded by DCP Midstream directly to its equity. Our proportionate share of gains from those issuances, totaling $2 million and $48 million in the first quarters of 2015 and 2014, respectively, are reflected in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

XML

Guarantees and Indemnifications - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Duke Energy
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 406
Duke Energy | Guarantees Expire in 2028
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 201
Guarantee expiration year	2028
Fluor Enterprises
Guarantor Obligations [Line Items]
Percentage of ownership interests	50.00%
Westcoast Energy Inc.
Guarantor Obligations [Line Items]
Percentage of ownership interest	100.00%

XML

Issuances of SEP Units - (Additional Information) (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Related Party Transaction [Line Items]
Proceeds from the issuance of Spectra Energy Partners, LP	$ 39
Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Proceeds from the issuance of Spectra Energy Partners, LP	40
Percentage ownership by parent after equity issuance	82.00%
Limited Partner | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued	800
General Partner | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued	16
Additional Paid-in Capital
Related Party Transaction [Line Items]
Partners Capital Account Sale Of Units Net Of Tax	6
Additional Paid-in Capital | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partners' Capital Account, Sale of Units	10
Noncontrolling Interests
Related Party Transaction [Line Items]
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	$ 29

XML

Risk Management and Hedging Activities - Commodity derivative impact (Details) (Commodity Contract, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Commodity Contract
Commodity derivative impact [Line Items]
Sales of natural gas liquids	$ 7	$ (3)

XML

Debt and Credit Facilities (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Available Credit Facilities and Restrictive Debt Covenants

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	494	$	506
SEP (b)	2019	2,000		121		1,879
Westcoast Energy Inc. (c)	2019	315		—		315
Union Gas (d)	2019	394		—		394
Total		$	3,709	$	615	$	3,094

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 58% at March 31, 2015.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less. As of March 31, 2015, this ratio was 3.8 to 1.

(c) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 33% at March 31, 2015.

(d) U.S. dollar equivalent at March 31, 2015. The revolving credit facility is 500 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2015.

XML

Marketable Securities and Restricted Funds - Schedule of Restricted and Non-restricted Available for Sale Securities (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 23	$ 24
Investments and other assets-other
Schedule of Available-for-sale Securities [Line Items]
Restricted funds, Investments and other assets - other	0	1
Non-restricted funds, Investments and other assets - other	20	20
Other Current Assets
Schedule of Available-for-sale Securities [Line Items]
Non-restricted funds, Current assets - other	$ 3	$ 3

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Environmental

We are subject to various U.S. federal, state and local laws and regulations, as well as Canadian federal and provincial laws, regarding air and water quality, hazardous and solid waste disposal and other environmental matters. These laws and regulations can change from time to time, imposing new obligations on us.

Like others in the energy industry, we and our affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of our ongoing operations, sites formerly owned or used by us, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations.

Litigation

Litigation and Legal Proceedings. We are involved in legal, tax and regulatory proceedings in various forums arising in the ordinary course of business, including matters regarding contract and payment claims, some of which involve substantial monetary amounts. We have insurance coverage for certain of these losses should they be incurred. We believe that the final disposition of these proceedings will not have a material effect on our consolidated results of operations, financial position or cash flows.

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of March 31, 2015 or December 31, 2014 related to litigation.

Other Commitments and Contingencies

See Note 14 for a discussion of guarantees and indemnifications.

XML

New Accounting Pronouncements

3 Months Ended

Mar. 31, 2015

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”which supersedes the revenue recognition requirements of “Revenue Recognition (Topic 605)” and clarifies the principles of recognizing revenue. This ASU is effective for us January 1, 2017. In April 2015, the FASB tentatively decided to defer the effective date of the new revenue standard for one year and to permit entities to early adopt the standard as of the original effective date. We are currently evaluating this ASU and its potential impact on us.

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which makes changes to both the variable interest model and the voting model. These changes will require re-evaluation of certain entities for consolidation and will require us to revise our documentation regarding the consolidation or deconsolidation of such entities. ASU No. 2015-02 is effective for us January 1, 2016. We are currently evaluating this ASU and its potential impact on us.

In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as a deferred charge asset. ASU No. 2015-03 is effective for us January 1, 2016 and is to be applied retrospectively. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

XML

Investments in and Loans to Unconsolidated Affiliates - Summary Financial Information for DCP Midstream Presented at 100 Percent (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Related Party Transaction [Line Items]
Operating revenues	$ 1,623	$ 1,843
Operating expenses	1,082	1,204
Operating income	541	639
Net Income	325	467
Net income (loss) attributable to members’ interests	267	419
Unconsolidated Affiliates | DCP Midstream, LLC
Related Party Transaction [Line Items]
Operating revenues	2,043	3,915
Operating expenses	1,991	3,645
Operating income	52	270
Net Income	(6)	203
Net income (loss) attributable to members’ interests	$ (37)	$ 165

XML

Business Segments - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2015 reportable_segments
DCP Midstream, LLC | DCP Midstream Partners, LP
Segment Reporting Information [Line Items]
Percentage of ownership interests	21.00%
Total reportable segments
Segment Reporting Information [Line Items]
Number of reportable segments	4
Spectra Energy Corp | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%
Phillips 66 | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 409	$ 215
Receivables, net	1,152	1,336
Inventory	174	313
Fuel Tracker	58	102
Other	270	366
Total current assets	2,063	2,332
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,943	2,966
Goodwill	4,595	4,714
Other	319	327
Total investments and other assets	7,857	8,007
Property, Plant and Equipment
Cost	28,434	29,211
Less accumulated depreciation and amortization	6,790	6,904
Net property, plant and equipment	21,644	22,307
Regulatory Assets and Deferred Debits	1,356	1,394
Total Assets	32,920	34,040
Current Liabilities
Accounts payable	420	458
Commercial paper	615	1,583
Taxes accrued	125	91
Interest accrued	143	181
Current maturities of long-term debt	500	327
Other	914	1,169
Total current liabilities	2,717	3,809
Long-term Debt	13,178	12,769
Deferred Credits and Other Liabilities
Deferred income taxes	5,427	5,405
Regulatory and other	1,309	1,401
Total deferred credits and other liabilities	6,736	6,806
Commitments and Contingencies
Preferred Stock of Subsidiaries	258	258
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	0	0
Common stock, $0.001 par, 1 billion shares authorized, 671 million shares outstanding at March 31, 2015 and December 31, 2014	1	1
Additional paid-in capital	4,963	4,956
Retained earnings	2,558	2,541
Accumulated other comprehensive income	185	662
Total controlling interests	7,707	8,160
Noncontrolling interests	2,324	2,238
Total equity	10,031	10,398
Total Liabilities and Equity	$ 32,920	$ 34,040

XML

Business Segments

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Business Segments

Business Segments

We manage our business in four reportable segments: Spectra Energy Partners, Distribution, Western Canada Transmission & Processing and Field Services. The remainder of our business operations is presented as “Other,” and consists of unallocated corporate costs and employee benefit plan assets and liabilities, 100%-owned captive insurance subsidiaries and other miscellaneous activities.

Our chief operating decision maker (CODM) regularly reviews financial information about each of these segments in deciding how to allocate resources and evaluate performance. There is no aggregation within our reportable business segments.

The presentation of our Spectra Energy Partners segment is reflective of the parent-level focus by our CODM, considering the resource allocation and governance provisions associated with SEP’s master limited partnership structure. SEP maintains a capital and cash management structure that is separate from Spectra Energy’s, is self-funding and maintains its own lines of bank credit and cash management accounts. It is in this context that our CODM evaluates the Spectra Energy Partners segment as a whole, without regard to any of SEP’s individual businesses. These factors, coupled with a different cost of capital of our other businesses, serve to differentiate how our Spectra Energy Partners segment is managed as compared to how SEP is managed.

Spectra Energy Partners provides transmission, storage and gathering of natural gas, as well as the transportation of crude oil and NGLs through interstate pipeline systems for customers in various regions of the midwestern, northeastern and southeastern United States and Canada. The natural gas transmission and storage operations are primarily subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC). The crude oil transportation operations are primarily subject to regulation by the FERC in the United States and the National Energy Board (NEB) in Canada. Our Spectra Energy Partners segment is composed of the operations of SEP, less governance costs, which are included in “Other.”

Distribution provides retail natural gas distribution service in Ontario, Canada, as well as natural gas transmission and storage services to other utilities and energy market participants. These services are provided by Union Gas Limited (Union Gas), and are primarily subject to the rules and regulations of the Ontario Energy Board (OEB).

Western Canada Transmission & Processing provides transmission of natural gas, natural gas gathering and processing services, and NGL extraction, fractionation, transportation, storage and marketing to customers in western Canada, the northern tier of the United States and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline and BC Field Services and M&N Canada operations are primarily subject to the rules and regulations of the NEB.

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas, produces, fractionates, transports, stores and sells NGLs, recovers and sells condensate, and trades and markets natural gas and NGLs. It conducts operations through DCP Midstream, which is owned 50% by us and 50% by Phillips 66. DCP Midstream gathers raw natural gas through gathering systems connecting to several interstate and intrastate natural gas and NGL pipeline systems, one natural gas storage facility and one NGL storage facility. DCP Midstream operates in a diverse number of regions, including the Permian Basin, Eagle Ford, Niobrara/DJ Basin and the Midcontinent. DCP Midstream Partners, LP (DCP Partners) is a publicly traded master limited partnership, of which DCP Midstream acts as general partner. As of March 31, 2015, DCP Midstream had an approximate 21% ownership interest in DCP Partners, including DCP Midstream’s limited partner and general partner interests.

Our reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on earnings from continuing operations before interest, taxes, and depreciation and amortization (EBITDA). Cash, cash equivalents and short-term investments are managed at the parent-company levels, so the associated gains and losses from foreign currency transactions and interest and dividend income are excluded from the segments’ EBITDA. Our segment EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner. Transactions between reportable segments are accounted for on the same basis as transactions with unaffiliated third parties.

Business Segment Data

Condensed Consolidated Statements of Operations
	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Depreciation and Amortization		Segment EBITDA/ Consolidated Earnings before Income Taxes
	(in millions)
Three Months Ended March 31, 2015
Spectra Energy Partners	$	606	$	—		$	606		$	74	$	455
Distribution	662		—			662			45		192
Western Canada Transmission & Processing	353		17			370			62		161
Field Services	—		—			—			—		(17		)
Total reportable segments	1,621		17			1,638			181		791
Other	2		16			18			12		(15		)
Eliminations	—		(33		)	(33		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		159
Interest income and other	—		—			—			—		2
Total consolidated	$	1,623	$	—		$	1,623		$	193	$	426
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	73	$	429
Distribution	718		—			718			49		226
Western Canada Transmission & Processing	541		34			575			67		237
Field Services	—		—			—			—		130
Total reportable segments	1,840		34			1,874			189		1,022
Other	3		15			18			11		(17		)
Eliminations	—		(49		)	(49		)	—		—
Depreciation and amortization	—		—			—			—		200
Interest expense	—		—			—			—		178
Interest income and other	—		—			—			—		4
Total consolidated	$	1,843	$	—		$	1,843		$	200	$	631

XML

Fair Value Measurements - Fair Value of Financial Instruments Recorded and Carried at Book Value (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014
Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	$ 71	[1]	$ 71	[1]
Long-term Debt, Fair Value	15,308	[2]	14,446	[2]
Reported Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	71	[1]	71	[1]
Long-term Debt	$ 13,641	[2]	$ 13,060	[2]

[1] Included within Investments in and Loans to Unconsolidated Affiliates.

[2] Excludes capital leases, unamortized items and fair value hedge carrying value adjustments

XML

Consolidating Financial Information Condensed Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,623	$ 1,843
Total operating expenses	1,082	1,204
Operating income (loss)	541	639
Equity in earnings of unconsolidated affiliates	24	161
Equity in earnings of consolidated subsidiaries	0	0
Other income and expenses, net	20	9
Interest expense	159	178
Earnings Before Income Taxes	426	631
Income tax expense (benefit)	101	164
Net income	325	467
Net income-noncontrolling interests	58	48
Net income-controlling interests	267	419
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0
Total operating expenses	2	4
Operating income (loss)	(2)	(4)
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	263	415
Other income and expenses, net	(2)	(1)
Interest expense	0	0
Earnings Before Income Taxes	259	410
Income tax expense (benefit)	(8)	(9)
Net income	267	419
Net income-noncontrolling interests	0	0
Net income-controlling interests	267	419
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0
Total operating expenses	0	0
Operating income (loss)	0	0
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	421	635
Other income and expenses, net	0	1
Interest expense	61	65
Earnings Before Income Taxes	360	571
Income tax expense (benefit)	97	156
Net income	263	415
Net income-noncontrolling interests	0	0
Net income-controlling interests	263	415
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,624	1,844
Total operating expenses	1,081	1,201
Operating income (loss)	543	643
Equity in earnings of unconsolidated affiliates	24	161
Equity in earnings of consolidated subsidiaries	0	0
Other income and expenses, net	22	9
Interest expense	98	113
Earnings Before Income Taxes	491	700
Income tax expense (benefit)	12	17
Net income	479	683
Net income-noncontrolling interests	58	48
Net income-controlling interests	421	635
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	(1)	(1)
Total operating expenses	(1)	(1)
Operating income (loss)	0	0
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	(684)	(1,050)
Other income and expenses, net	0	0
Interest expense	0	0
Earnings Before Income Taxes	(684)	(1,050)
Income tax expense (benefit)	0	0
Net income	(684)	(1,050)
Net income-noncontrolling interests	0	0
Net income-controlling interests	$ (684)	$ (1,050)

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates. To conform with generally accepted accounting principles (GAAP) in the United States, we make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements. Although these estimates are based on our best available knowledge at the time, actual results could differ.

Earnings Per Share

Basic earnings per common share (EPS) is computed by dividing net income from controlling interests by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income from controlling interests by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, stock-based performance unit awards and phantom stock awards, were exercised, settled or converted into common stock.

Inventory, Policy

Inventory consists of natural gas and NGLs held in storage for transmission and processing, and also includes materials and supplies. Natural gas inventories primarily relate to the Distribution segment in Canada and are valued at costs approved by the OEB. The difference between the approved price and the actual cost of gas purchased is recorded as either a receivable or a current liability, as appropriate, for future disposition with customers, subject to approval by the OEB. The remaining inventory is recorded at the lower of cost or market, primarily using average cost.

Fair Value Measurement

Level 1

Level 1 valuations represent quoted unadjusted prices for identical instruments in active markets.

Level 2 Valuation Techniques

Fair values of our financial instruments that are actively traded in the secondary market, including our long-term debt, are determined based on market-based prices. These valuations may include inputs such as quoted market prices of the exact or similar instruments, broker or dealer quotations, or alternative pricing sources that may include models or matrix pricing tools, with reasonable levels of price transparency.

For interest rate swaps, we utilize data obtained from a third-party source for the determination of fair value. Both the future cash flows for the fixed-leg and floating-leg of our swaps are discounted to present value. In addition, credit default swap rates are used to develop the adjustment for credit risk embedded in our positions. We believe that since some of the inputs and assumptions for the calculations of fair value are derived from observable market data, a Level 2 classification is appropriate.

Level 3 Valuation Techniques

Level 3 valuation techniques include the use of pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.

The derivative financial instruments reported in Level 3 at March 31, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of March 31, 2015, we reported certain of our NGL basis swaps at fair value using Level 3 inputs due to such derivatives not having observable market prices for substantially the full term of the derivative asset or liability. For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in

Level 3. This includes derivatives valued using indicative price quotations whose contract length extends into unobservable periods.

The fair value of these NGL basis swaps is determined using a discounted cash flow valuation technique based on a forward commodity basis curve. For these derivatives, the primary input to the valuation model is the forward commodity basis curve, which is based on observable or public data sources and extrapolated when observable prices are not available.

The significant unobservable inputs used in the fair value measurements of our Level 3 derivatives are the forward NGL basis curves, for which a significant portion of the derivative’s term is beyond available forward pricing. At March 31, 2015, a 10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $15 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

XML

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2015

Pension Plans, Defined Benefit

Components of Net Periodic Benefit Cost

Qualified and Non-Qualified Pension Plans—Components of Net Periodic Pension Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			6
Expected return on plan assets	(10		)	(10		)
Amortization of loss	2			3
Net periodic pension cost	$	3		$	4
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation	11			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	7			6
Net periodic pension cost	$	9		$	9

U.S. and Canada Other Post-Retirement Benefits

Components of Net Periodic Benefit Cost

Other Post-Retirement Benefit Plans—Components of Net Periodic Benefit Cost

	Three Months Ended March 31,
	2015			2014
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			1
Net periodic other post-retirement benefit cost	$	2		$	2

XML

Risk Management and Hedging Activities

3 Months Ended

Mar. 31, 2015

Risk Management And Hedging Activities [Abstract]

Risk Management and Hedging Activities

Risk Management and Hedging Activities

We are exposed to the impact of market fluctuations in the prices of NGLs and natural gas purchased as a result of our investment in DCP Midstream, the ownership of the NGL marketing operations in western Canada and processing operations associated with our U.S. pipeline assets. Exposure to interest rate risk exists as a result of the issuance of variable and fixed-rate debt and commercial paper. We are exposed to foreign currency risk from our Canadian operations. We employ established policies and procedures to manage our risks associated with these market fluctuations, which may include the use of derivatives, mostly around interest rate and commodity exposures.

DCP Midstream manages their direct exposure to market prices separate from Spectra Energy, and utilizes various risk management strategies, including the use of commodity derivatives.

Other than interest rate swaps and commodity derivatives as described below, we did not have significant derivatives outstanding during the three months ended March 31, 2015.

Interest Rate Swaps

At March 31, 2015, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $1,199 million to hedge against changes in the fair value of our fixed-rate debt that arise as a result of changes in market interest rates. These swaps also allow us to transform a portion of the underlying interest payments related to our long-term fixed-rate debt securities into variable-rate interest payments in order to achieve our desired mix of fixed and variable-rate debt.

Information about our interest rate swaps that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	37	$	—	$	37	$	24	$	—	$	24

Commodity Derivatives

At March 31, 2015, we had commodity mark-to-market derivatives outstanding with a total notional amount of 151 million gallons. The longest dated commodity derivative contract we currently have expires in 2017.

Information about our commodity derivatives that had netting or rights of offset arrangements are as follows:

	March 31, 2015						December 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	134	$	85	$	49	$	169	$	91	$	78
Liabilities	85		85		—		91		91		—

Substantially all of our commodity derivative agreements outstanding at March 31, 2015 and December 31, 2014 have provisions that require collateral to be posted in the amount of the net liability position if one of our credit ratings falls below investment grade.

Information regarding the impacts of commodity derivatives on our Condensed Consolidated Statements of Operations are as follows:

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	7	$	(3	)