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 September 30, 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 September 30, 2015: 671,410,743

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

September 30, 2015

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	5
	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	8
	Condensed Consolidated Statements of Equity for the nine months ended September 30, 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	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	44
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 6.	Exhibits	45
	Signatures	46

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 September 30,				Nine Months Ended September 30,
	2015		2014		2015			2014
Operating Revenues
Transportation, storage and processing of natural gas	$	781	$	789	$	2,425		$	2,456
Distribution of natural gas	160		205		1,005			1,140
Sales of natural gas liquids	41		81		138			308
Transportation of crude oil	93		77		267			218
Other	28		55		83			181
Total operating revenues	1,103		1,207		3,918			4,303
Operating Expenses
Natural gas and petroleum products purchased	76		135		627			872
Operating, maintenance and other	364		404		1,107			1,172
Depreciation and amortization	188		201		574			600
Property and other taxes	86		85		274			300
Total operating expenses	714		825		2,582			2,944
Operating Income	389		382		1,336			1,359
Other Income and Expenses
Earnings (loss) from equity investments	48		91		(117		)	337
Other income and expenses, net	31		24		73			39
Total other income and expenses	79		115		(44		)	376
Interest Expense	155		167		480			521
Earnings Before Income Taxes	313		330		812			1,214
Income Tax Expense	70		76		164			305
Net Income	243		254		648			909
Net Income—Noncontrolling Interests	69		53		189			143
Net Income—Controlling Interests	$	174	$	201	$	459		$	766
Common Stock Data
Weighted-average shares outstanding
Basic	671		671		671			671
Diluted	672		673		672			672
Earnings per share
Basic and diluted	$	0.26	$	0.30	$	0.68		$	1.14
Dividends per share	$	0.37	$	0.335	$	1.11		$	1.005

See Notes to Condensed Consolidated Financial Statements.

4

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Income	$	243		$	254		$	648		$	909
Other comprehensive income (loss):
Foreign currency translation adjustments	(350		)	(304		)	(755		)	(329		)
Non-cash mark-to-market net gain on hedges	—			—			—			3
Reclassification of cash flow hedges into earnings	—			2			—			5
Pension and benefits impact (net of taxes of $3, $3, $8 and $9, respectively)	6			6			19			19
Other	1			—			1			—
Total other comprehensive income (loss)	(343		)	(296		)	(735		)	(302		)
Total Comprehensive Income (Loss), net of tax	(100		)	(42		)	(87		)	607
Less: Comprehensive Income—Noncontrolling Interests	64			50			178			139
Comprehensive Income (Loss)—Controlling Interests	$	(164	)	$	(92	)	$	(265	)	$	468

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	September 30, 2015		December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents	$	338	$	215
Receivables, net	842		1,336
Inventory	344		313
Fuel tracker	56		102
Other	259		366
Total current assets	1,839		2,332
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,741		2,966
Goodwill	4,534		4,714
Other	338		327
Total investments and other assets	7,613		8,007
Property, Plant and Equipment
Cost	29,303		29,211
Less accumulated depreciation and amortization	6,865		6,904
Net property, plant and equipment	22,438		22,307
Regulatory Assets and Deferred Debits	1,369		1,394
Total Assets	$	33,259	$	34,040

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	September 30, 2015			December 31, 2014
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	648		$	458
Commercial paper	577			1,583
Taxes accrued	82			91
Interest accrued	141			181
Current maturities of long-term debt	766			327
Other	1,193			1,169
Total current liabilities	3,407			3,809
Long-term Debt	12,898			12,769
Deferred Credits and Other Liabilities
Deferred income taxes	5,479			5,405
Regulatory and other	1,286			1,401
Total deferred credits and other liabilities	6,765			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 September 30, 2015 and December 31, 2014	1			1
Additional paid-in capital	5,024			4,956
Retained earnings	2,253			2,541
Accumulated other comprehensive income (loss)	(62		)	662
Total controlling interests	7,216			8,160
Noncontrolling interests	2,715			2,238
Total equity	9,931			10,398
Total Liabilities and Equity	$	33,259		$	34,040

See Notes to Condensed Consolidated Financial Statements.

7

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Nine Months Ended September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	648		$	909
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	584			610
Deferred income tax expense	78			283
(Earnings) loss from equity investments	117			(337		)
Distributions received from unconsolidated affiliates	145			280
Other	251			(199		)
Net cash provided by operating activities	1,823			1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1,817		)	(1,429		)
Investments in and loans to unconsolidated affiliates	(91		)	(229		)
Purchases of held-to-maturity securities	(463		)	(584		)
Proceeds from sales and maturities of held-to-maturity securities	457			576
Purchases of available-for-sale securities	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	1			7
Distributions received from unconsolidated affiliates	441			252
Other changes in restricted funds	(24		)	(1		)
Other	(7		)	—
Net cash used in investing activities	(1,503		)	(1,421		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,332			1,028
Payments for the redemption of long-term debt	(153		)	(1,145		)
Net increase (decrease) in commercial paper	(984		)	393
Distributions to noncontrolling interests	(140		)	(128		)
Contributions from noncontrolling interests	164			139
Proceeds from the issuances of Spectra Energy Partners, LP common units	351			277
Dividends paid on common stock	(747		)	(677		)
Other	(14		)	11
Net cash used in financing activities	(191		)	(102		)
Effect of exchange rate changes on cash	(6		)	(3		)
Net increase in cash and cash equivalents	123			20
Cash and cash equivalents at beginning of period	215			201
Cash and cash equivalents at end of period	$	338		$	221
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	276		$	125

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	—		—		459			—			—			189			648
Other comprehensive income (loss)	—		—		—			(744		)	20			(11		)	(735		)
Dividends on common stock	—		—		(747		)	—			—			—			(747		)
Stock-based compensation	—		14		—			—			—			—			14
Distributions to noncontrolling interests	—		—		—			—			—			(142		)	(142		)
Contributions from noncontrolling interests	—		—		—			—			—			164			164
Spectra Energy common stock issued	—		2		—			—			—			—			2
Spectra Energy Partners, LP common units issued	—		49		—			—			—			281			330
Other, net	—		3		—			—			—			(4		)	(1		)
September 30, 2015	$	1	$	5,024	$	2,253		$	272		$	(334	)	$	2,715		$	9,931
December 31, 2013	$	1	$	4,869	$	2,383		$	1,557		$	(316	)	$	1,829		$	10,323
Net income	—		—		766			—			—			143			909
Other comprehensive income (loss)	—		—		—			(325		)	27			(4		)	(302		)
Dividends on common stock	—		—		(676		)	—			—			—			(676		)
Stock-based compensation	—		10		—			—			—			—			10
Distributions to noncontrolling interests	—		—		—			—			—			(128		)	(128		)
Contributions from noncontrolling interests	—		—		—			—			—			139			139
Spectra Energy common stock issued	—		10		—			—			—			—			10
Spectra Energy Partners, LP common units issued	—		43		—			—			—			206			249
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	—		—		—			—			—			(2		)	(2		)
Other, net	—		7		—			—			—			(1		)	6
September 30, 2014	$	1	$	4,939	$	2,473		$	1,232		$	(289	)	$	2,182		$	10,538

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.

Spectra Energy’s presentation of its 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. From a Spectra Energy perspective, our CODM evaluates the Spectra Energy Partners segment as a whole, without regard to any of SEP’s individual businesses.

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 southern U.S. 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 U.S. 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.”

10

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 U.S. and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, 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 September 30, 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 September 30, 2015
Spectra Energy Partners	$	612	$	—		$	612		$	74	$	488
Distribution	209		—			209			43		70
Western Canada Transmission & Processing	279		9			288			59		117
Field Services	—		—			—			—		(3		)
Total reportable segments	1,100		9			1,109			176		672
Other	3		16			19			12		(12		)
Eliminations	—		(25		)	(25		)	—		—
Depreciation and amortization	—		—			—			—		188
Interest expense	—		—			—			—		155
Interest income and other (a)	—		—			—			—		(4		)
Total consolidated	$	1,103	$	—		$	1,103		$	188	$	313
Three Months Ended September 30, 2014
Spectra Energy Partners	$	558	$	—		$	558		$	73	$	422
Distribution	260		—			260			49		82
Western Canada Transmission & Processing	387		30			417			69		156
Field Services	—		—			—			—		51
Total reportable segments	1,205		30			1,235			191		711
Other	2		15			17			10		(19		)
Eliminations	—		(45		)	(45		)	—		—
Depreciation and amortization	—		—			—			—		201
Interest expense	—		—			—			—		167
Interest income and other (a)	—		—			—			—		6
Total consolidated	$	1,207	$	—		$	1,207		$	201	$	330
Nine Months Ended September 30, 2015
Spectra Energy Partners	$	1,821	$	—		$	1,821		$	220	$	1,421
Distribution	1,161		—			1,161			133		360
Western Canada Transmission & Processing	929		33			962			184		382
Field Services	—		—			—			—		(253		)
Total reportable segments	3,911		33			3,944			537		1,910
Other	7		47			54			37		(39		)
Eliminations	—		(80		)	(80		)	—		—
Depreciation and amortization	—		—			—			—		574
Interest expense	—		—			—			—		480
Interest income and other (a)	—		—			—			—		(5		)
Total consolidated	$	3,918	$	—		$	3,918		$	574	$	812
Nine Months Ended September 30, 2014
Spectra Energy Partners	$	1,670	$	—		$	1,670		$	218	$	1,225
Distribution	1,338		—			1,338			146		420
Western Canada Transmission & Processing	1,288		95			1,383			204		504
Field Services	—		—			—			—		235
Total reportable segments	4,296		95			4,391			568		2,384
Other	7		47			54			32		(60		)
Eliminations	—		(142		)	(142		)	—		—
Depreciation and amortization	—		—			—			—		600
Interest expense	—		—			—			—		521
Interest income and other (a)	—		—			—			—		11
Total consolidated	$	4,303	$	—		$	4,303		$	600	$	1,214

___________________________________

(a) Includes foreign currency transaction gains and losses related to segment EBITDA.

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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. In June 2015, a decision from the OEB was received approving recovery from ratepayers of approximately $8 million effective July 1, 2015.

4. Income Taxes

Income tax expense was $70 million for the three months ended September 30, 2015, compared to $76 million for the same period in 2014. Income tax expense was $164 million for the nine months ended September 30, 2015, compared to $305 million for the same period in 2014. The lower tax expense for the nine months ended September 30, 2015 was primarily attributable to the $74 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream, lower earnings and the effect of a weaker Canadian dollar.

The effective income tax rate was 22% for the three months ended September 30, 2015 compared to 23% for the same period in 2014. The effective income tax rate was 20% for the nine months ended September 30, 2015, compared to 25% for the same period in 2014. The lower effective income tax rate for the nine months ended September 30, 2015 was primarily attributable to the $74 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream.

There was a $5 million increase in unrecognized tax benefits recorded during the nine months ended September 30, 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 September 30, 2016.

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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	174	$	201	$	459	$	766
Weighted-average common shares outstanding
Basic	671		671		671		671
Diluted	672		673		672		672
Basic and diluted earnings per common share (a)	$	0.26	$	0.30	$	0.68	$	1.14

___________________

(a)    Quarterly earnings-per-share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.

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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)
June 30, 2015	$	617		$	(338	)		$	—		$	(3	)	$	276
Other AOCI activity	(345		)	6				—			1			(338		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
June 30, 2014	$	1,533		$	(291	)		$	(6	)	$	—		$	1,236
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(301		)	6				—			—			(295		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(744		)	19				3			(2		)	(724		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				4			1			5
Other AOCI activity	(325		)	19				3			—			(303		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943

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

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:

	September 30, 2015		December 31, 2014
	(in millions)
Natural gas	$	226	$	211
NGLs	49		28
Materials and supplies	69		74
Total inventory	$	344	$	313

Non-cash charges totaling $8 million in 2015 ($6 million after tax) and $19 million in 2014 ($14 million after tax) were recorded to Natural Gas and Petroleum Products Purchased on the Condensed Consolidated Statements of Operations to reduce propane inventory at our Empress operations at Western Canada Transmission & Processing to estimated net realizable value.

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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 September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
	(in millions)
Operating revenues	$	1,851		$	3,480	$	5,763		$	10,936
Operating expenses	1,794			3,281		6,117			10,313
Operating income (loss)	57			199		(354		)	623
Net income (loss)	25			154		(472		)	449
Net income (loss) attributable to members’ interests	(6		)	81		(509		)	335

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 $11 million in the third quarter of 2014, and $2 million and $68 million during the nine month periods ending September 30, 2015 and 2014, respectively, are reflected in Earnings (Loss) From Equity Investments in the Condensed Consolidated Statements of Operations.

Due to the significant downturn in commodity prices, DCP Midstream performed a goodwill impairment test which was finalized in the third quarter of 2015. The impairment test was based on an internal discounted cash flow model taking into account various observable and non-observable factors, such as prices, volumes, expenses and discount rate. The impairment test resulted in DCP Midstream’s recognition of a $460 million goodwill impairment, which reduced our equity earnings from DCP Midstream by $123 million after-tax for the nine month period ending September 30, 2015.

Due to the partial impairment of goodwill recognized by DCP Midstream, we assessed our equity investment in DCP Midstream and determined that no indicators of impairment were noted.

Related Party Transaction

During the third quarter of 2015, Gulfstream Natural Gas System, LLC (Gulfstream) issued unsecured debt of $800 million to fund the repayment of its current debt. Gulfstream distributed $396 million of proceeds to us, which we will contribute back to Gulfstream as its current debt matures, $248 million in the fourth quarter of 2015 and the remaining $148 million in the first half of 2016. At September 30, 2015, our Condensed Consolidated Balance Sheets include $396 million in Current Liabilities—Other related to this matter.

9. Goodwill

We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2015 and no impairments were identified.

We perform our annual review for goodwill impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, except for the reporting units of our Western Canada Transmission & Processing and Spectra Energy Partners reportable segments, which are one level below.

As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.

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Our Empress NGL and BC Field Services businesses, reporting units within Western Canada Transmission & Processing, are affected by commodity prices. We performed our Empress NGL and BC Field Services reporting units’ impairment tests and concluded that there was no impairment of goodwill for either business unit.

See Note 8 for discussion related to the partial impairment of goodwill recognized by DCP Midstream.

10. Marketable Securities and Restricted Funds

We routinely invest excess cash and various restricted balances in securities such as commercial paper, bankers acceptances, corporate debt securities, treasury bills and money market funds in the U.S. 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
	September 30, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	20	$	23
Money market funds	—		1
Total available-for-sale securities	$	20	$	24

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

	Estimated Fair Value
	September 30, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	14		3
Investments and other assets—other	6		20
Total available-for-sale securities	$	20	$	24

At September 30, 2015, the weighted-average contractual maturity of outstanding AFS securities was less than one year.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at September 30, 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 Sheets Caption	September 30, 2015		December 31, 2014
		(in millions)
Bankers acceptances	Current assets—other	$	45	$	38
Canadian government securities	Current assets—other	25		30
Money market funds	Current assets—other	11		3
Canadian government securities	Investments and other assets—other	76		101
Total held-to-maturity securities		$	157	$	172

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All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte (our crude oil pipeline system) 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 September 30, 2015.

At September 30, 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 September 30, 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 September 30, 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 $29 million at September 30, 2015 and $6 million at December 31, 2014 classified as Investments and Other Assets—Other. $14 million of these restricted funds are related to funds held and collected from customers for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements and $15 million are related to certain construction projects.

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

11. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at September 30, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	568	$	432
SEP (b)	2019	2,000		—		2,000
Westcoast Energy Inc. (c)	2019	300		9		291
Union Gas (d)	2019	376		—		376
Total		$	3,676	$	577	$	3,099

___________

(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 September 30, 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 September 30, 2015, this ratio was 3.4 to 1.

(c) U.S. dollar equivalent at September 30, 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 September 30, 2015.

(d) U.S. dollar equivalent at September 30, 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 66% at September 30, 2015.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of September 30, 2015, there were no letters of credit issued or revolving borrowings outstanding under the credit facilities.

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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 September 30, 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 September 17, 2015, Union Gas issued 200 million Canadian dollars (approximately $152 million as of the issuance date) of 3.19% unsecured notes due 2025 and 250 million Canadian dollars (approximately $190 million as of the issuance date) of 4.20% unsecured notes due 2044. Net proceeds from the offerings were used to repay a portion of short-term debt, to fund capital expenditures and for general corporate purposes.

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.

12. 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	September 30, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	251	$	—	$	251	$	—
Corporate debt securities	Current assets—other	14		—		14		—
Commodity derivatives	Current assets—other	45		—		—		45
Interest rate swaps	Current assets—other	1		—		1		—
Commodity derivatives	Investments and other assets—other	8		—		—		8
Corporate debt securities	Investments and other assets—other	6		—		6		—
Interest rate swaps	Investments and other assets—other	56		—		56		—
Total Assets		$	381	$	—	$	328	$	53

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

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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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	50		$	(9	)	$	78		$	(3	)
Total gains (losses):
Included in earnings	18			7			27			(2		)
Included in other comprehensive income	(4		)	1			(9		)	5
Purchases	(5		)	—			(2		)	—
Settlements	(6		)	—			(41		)	(1		)
Fair value, end of period	$	53		$	(1	)	$	53		$	(1	)
Unrealized gains (losses) relating to instruments held at the end of the period	$	5		$	5		$	(11	)	$	(2	)

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 September 30, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of September 30, 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 September 30, 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 $17 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

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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.

	September 30, 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)	13,615		14,326		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 nine months ended September 30,2015 and 2014, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

13. 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 the interest rate swaps and commodity derivatives as described below, we did not have significant derivatives outstanding during the nine months ended September 30, 2015.

Interest Rate Swaps

At September 30, 2015, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $2,094 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:

	September 30, 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	$	57	$	—	$	57	$	24	$	—	$	24

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Commodity Derivatives

At September 30, 2015, we had commodity mark-to-market derivatives outstanding with a total notional amount of 171 million gallons. The longest dated commodity derivative contract we currently have expires in 2018.

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

	September 30, 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	$	136	$	83	$	53	$	169	$	91	$	78
Liabilities	83		83		—		91		91		—

Substantially all of our commodity derivative agreements outstanding at September 30, 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 September 30,				Nine Months Ended September 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2015		2014		2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	13	$	7	$	25	$	—

14. 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. We believe there are no matters outstanding that upon resolution will have a material effect on our consolidated results of operations, financial position or cash flows.

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 September 30, 2015 or December 31, 2014 related to litigation.

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Other Commitments and Contingencies

See Note 15 for a discussion of guarantees and indemnifications.

15. 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 September 30, 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 September 30, 2015, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

16. Issuances of SEP Units

During the nine months ended September 30, 2015, SEP issued 7.3 million common units to the public under its at-the-market program and approximately 149,000 general partner units to Spectra Energy. Total net proceeds to SEP were $358 million (net proceeds to Spectra Energy were $351 million). In connection with the issuances of the units, a $78 million gain ($49 million net of tax) to Additional Paid-in Capital and a $281 million increase in Equity-Noncontrolling Interests were recorded during the nine months ended September 30, 2015. The issuances decreased Spectra Energy’s ownership in SEP from 82% to 80% at September 30, 2015.

22

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions)
Net income-controlling interests	$	174	$	201	$	459	$	766
Increase in additional paid-in capital resulting from issuances of SEP units	24		14		49		43
Total net income-controlling interests and changes in equity-controlling interests	$	198	$	215	$	508	$	809

17. 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 $16 million to our U.S. retirement plans in both of the nine month periods ended September 30, 2015 and 2014. We made total contributions to the Canadian DC and DB plans of $23 million in the nine months ended September 30, 2015 and $34 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 $29 million to the Canadian plans in 2015.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	4		$	5		$	14		$	14
Interest cost on projected benefit obligation	6			7			18			19
Expected return on plan assets	(10		)	(10		)	(31		)	(29		)
Amortization of loss	2			3			7			9
Net periodic pension cost	$	2		$	5		$	8		$	13
Canada
Service cost benefit earned	$	8		$	7		$	24		$	22
Interest cost on projected benefit obligation	11			13			33			39
Expected return on plan assets	(16		)	(17		)	(50		)	(52		)
Amortization of loss	6			6			19			17
Amortization of prior service cost	—			—			1			1
Net periodic pension cost	$	9		$	9		$	27		$	27

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.

23

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	1		$	1		$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2			5			6
Expected return on plan assets	(1		)	(1		)	(4		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	2		$	2		$	4
Canada
Service cost benefit earned	$	1		$	1		$	3		$	3
Interest cost on accumulated post-retirement benefit obligation	1			1			3			4
Net periodic other post-retirement benefit cost	$	2		$	2		$	6		$	7

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 $4 million in both of the three month periods ended September 30, 2015 and 2014 and $11 million in both of the nine month periods ended September 30, 2015 and 2014 for U.S. employees. We expensed pre-tax employer matching contributions of $2 million and $4 million in the three months ended September 30, 2015 and 2014, respectively, and $8 million and $10 million in the nine months ended September 30, 2015 and 2014, respectively, for Canadian employees.

24

18. 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 September 30, 2015
Total operating revenues	$	—		$	—		$	1,105	$	(2	)	$	1,103
Total operating expenses	2			(1		)	715		(2		)	714
Operating income (loss)	(2		)	1			390		—			389
Earnings from equity investments	—			—			48		—			48
Equity in earnings of consolidated subsidiaries	170			307			—		(477		)	—
Other income and expenses, net	—			(1		)	32		—			31
Interest expense	—			61			94		—			155
Earnings before income taxes	168			246			376		(477		)	313
Income tax expense (benefit)	(6		)	76			—		—			70
Net income	174			170			376		(477		)	243
Net income—noncontrolling interests	—			—			69		—			69
Net income—controlling interests	$	174		$	170		$	307	$	(477	)	$	174
Three Months Ended September 30, 2014
Total operating revenues	—			—			1,209		(2		)	1,207
Total operating expenses	1			—			826		(2		)	825
Operating income (loss)	(1		)	—			383		—			382
Earnings from equity investments	—			—			91		—			91
Equity in earnings of consolidated subsidiaries	194			329			—		(523		)	—
Other income and expenses, net	(2		)	5			20		1			24
Interest expense	—			64			102		1			167
Earnings before income taxes	191			270			392		(523		)	330
Income tax expense (benefit)	(10		)	76			10		—			76
Net income	201			194			382		(523		)	254
Net income—noncontrolling interests	—			—			53		—			53
Net income—controlling interests	$	201		$	194		$	329	$	(523	)	$	201

25

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Nine Months Ended September 30, 2015
Total operating revenues	$	—		$	—		$	3,921		$	(3	)	$	3,918
Total operating expenses	5			(2		)	2,582			(3		)	2,582
Operating income (loss)	(5		)	2			1,339			—			1,336
Loss from equity investments	—			—			(117		)	—			(117		)
Equity in earnings of consolidated subsidiaries	445			790			—			(1,235		)	—
Other income and expenses, net	—			(1		)	74			—			73
Interest expense	—			183			297			—			480
Earnings before income taxes	440			608			999			(1,235		)	812
Income tax expense (benefit)	(19		)	163			20			—			164
Net income	459			445			979			(1,235		)	648
Net income—noncontrolling interests	—			—			189			—			189
Net income—controlling interests	$	459		$	445		$	790		$	(1,235	)	$	459
Nine Months Ended September 30, 2014
Total operating revenues	$	—		$	—		$	4,306		$	(3	)	$	4,303
Total operating expenses	5			1			2,941			(3		)	2,944
Operating income (loss)	(5		)	(1		)	1,365			—			1,359
Earnings from equity investments	—			—			337			—			337
Equity in earnings of consolidated subsidiaries	734			1,228			—			(1,962		)	—
Other income and expenses, net	(4		)	6			36			1			39
Interest expense	—			195			325			1			521
Earnings before income taxes	725			1,038			1,413			(1,962		)	1,214
Income tax expense (benefit)	(41		)	304			42			—			305
Net income	766			734			1,371			(1,962		)	909
Net income—noncontrolling interests	—			—			143			—			143
Net income—controlling interests	$	766		$	734		$	1,228		$	(1,962	)	$	766

26

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 September 30, 2015
Net income	$	174	$	170	$	376		$	(477	)	$	243
Other comprehensive income (loss)	2		1		(346		)	—			(343		)
Total comprehensive income (loss), net of tax	176		171		30			(477		)	(100		)
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income (loss)—controlling interests	$	176	$	171	$	(34	)	$	(477	)	$	(164	)
Three Months Ended September 30, 2014
Net income	$	201	$	194	$	382		$	(523	)	$	254
Other comprehensive income (loss)	2		1		(299		)	—			(296		)
Total comprehensive income (loss), net of tax	203		195		83			(523		)	(42		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	203	$	195	$	33		$	(523	)	$	(92	)
Nine Months Ended September 30, 2015
Net income	$	459	$	445	$	979		$	(1,235	)	$	648
Other comprehensive income (loss)	5		1		(741		)	—			(735		)
Total comprehensive income (loss), net of tax	464		446		238			(1,235		)	(87		)
Less: comprehensive income—noncontrolling interests	—		—		178			—			178
Comprehensive income (loss)—controlling interests	$	464	$	446	$	60		$	(1,235	)	$	(265	)
Nine Months Ended September 30, 2014
Net income	$	766	$	734	$	1,371		$	(1,962	)	$	909
Other comprehensive income (loss)	6		1		(309		)	—			(302		)
Total comprehensive income, net of tax	772		735		1,062			(1,962		)	607
Less: comprehensive income—noncontrolling interests	—		—		139			—			139
Comprehensive income—controlling interests	$	772	$	735	$	923		$	(1,962	)	$	468

27

Spectra Energy Corp

Condensed Consolidating Balance Sheet

September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	337	$	—		$	338
Receivables—consolidated subsidiaries	22		—		9		(31		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	2		—		840		—			842
Other current assets	4		1		654		—			659
Total current assets	28		2		2,228		(419		)	1,839
Investments in and loans to unconsolidated affiliates	—		—		2,741		—			2,741
Investments in consolidated subsidiaries	14,371		20,206		—		(34,577		)	—
Advances receivable—consolidated subsidiaries	—		5,221		1,134		(6,355		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,534		—			4,534
Other assets	40		35		263		—			338
Net property, plant and equipment	—		—		22,438		—			22,438
Regulatory assets and deferred debits	2		13		1,354		—			1,369
Total Assets	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259
Accounts payable	$	4	$	2	$	642	$	—		$	648
Accounts payable—consolidated subsidiaries	—		31		—		(31		)	—
Commercial paper	—		568		9		—			577
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		15		65		—			82
Current maturities of long-term debt	—		—		766		—			766
Other current liabilities	79		49		1,206		—			1,334
Total current liabilities	85		1,053		2,688		(419		)	3,407
Long-term debt	—		2,913		9,985		—			12,898
Advances payable—consolidated subsidiaries	6,355		—		—		(6,355		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	785		4,340		1,640		—			6,765
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,216		14,371		20,206		(34,577		)	7,216
Noncontrolling interests	—		—		2,715		—			2,715
Total equity	7,216		14,371		22,921		(34,577		)	9,931
Total Liabilities and Equity	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259

28

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		)	—
Notes receivable—current—consolidated subsidiaries	—		—		398		(398		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,665		(427		)	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	—		—		2,800		(2,800		)	—
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

29

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	459		$	445		$	979		$	(1,235	)	$	648
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			584			—			584
Loss from equity investments	—			—			117			—			117
Equity in earnings of consolidated subsidiaries	(445		)	(790		)	—			1,235			—
Distributions received from unconsolidated affiliates	—			—			145			—			145
Other	44			109			176			—			329
Net cash provided by (used in) operating activities	58			(236		)	2,001			—			1,823
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,817		)	—			(1,817		)
Investments in and loans to unconsolidated affiliates	—			—			(91		)	—			(91		)
Purchases of held-to-maturity securities	—			—			(463		)	—			(463		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			457			—			457
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			441			—			441
Advances (to) from affiliates	(82		)	62			—			20			—
Other changes in restricted funds	—			—			(24		)	—			(24		)
Other	—			—			(7		)	—			(7		)
Net cash provided by (used in) investing activities	(82		)	62			(1,503		)	20			(1,503		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			1,332			—			1,332
Payments for the redemption of long-term debt	—			—			(153		)	—			(153		)
Net increase (decrease) in commercial paper	—			170			(1,154		)	—			(984		)
Distributions to noncontrolling interests	—			—			(140		)	—			(140		)
Contributions from noncontrolling interests	—			—			164			—			164
Proceeds from the issuance of SEP common units	—			—			351			—			351
Dividends paid on common stock	(747		)	—			—			—			(747		)
Distributions and advances from (to) affiliates	774			4			(758		)	(20		)	—
Other	(3		)	—			(11		)	—			(14		)
Net cash provided by (used in) financing activities	24			174			(369		)	(20		)	(191		)
Effect of exchange rate changes on cash	—			—			(6		)	—			(6		)
Net increase in cash and cash equivalents	—			—			123			—			123
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	337		$	—		$	338

30

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	766		$	734		$	1,371		$	(1,962	)	$	909
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			610			—			610
Earnings from equity investments	—			—			(337		)	—			(337		)
Equity in earnings of consolidated subsidiaries	(734		)	(1,228		)	—			1,962			—
Distributions received from unconsolidated affiliates	—			—			280			—			280
Other	(16		)	259			(159		)	—			84
Net cash provided by (used in) operating activities	16			(235		)	1,765			—			1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,429		)	—			(1,429		)
Investments in and loans to unconsolidated affiliates	—			—			(229		)	—			(229		)
Purchases of held-to-maturity securities	—			—			(584		)	—			(584		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			576			—			576
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			7			—			7
Distributions received from unconsolidated affiliates	—			—			252			—			252
Advances from affiliates	93			433			—			(526		)	—
Other changes in restricted funds	—			—			(1		)	—			(1		)
Net cash provided by (used in) investing activities	93			433			(1,421		)	(526		)	(1,421		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			728			—			1,028
Payments for the redemption of long-term debt	—			(557		)	(588		)	—			(1,145		)
Net increase in commercial paper	—			33			360			—			393
Distributions to noncontrolling interests	—			—			(128		)	—			(128		)
Contributions from noncontrolling interests	—			—			139			—			139
Proceeds from the issuance of SEP common units	—			—			277			—			277
Dividends paid on common stock	(677		)	—			—			—			(677		)
Distributions and advances from (to) affiliates	558			15			(1,099		)	526			—
Other	10			—			1			—			11
Net cash used in financing activities	(109		)	(209		)	(310		)	526			(102		)
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(11		)	31			—			20
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	1		$	220		$	—		$	221

31

19. 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. In July 2015, the FASB 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. This ASU is effective for us January 1, 2018. 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. We intend to early adopt the provisions of this ASU as of December 31, 2015. This ASU is not expected to have a material impact on our consolidated results of operations, financial position, or cash flow.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This ASU is effective for us January 1, 2016. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,”to simplify accounting for adjustments made to provisional amounts recognized in a business combination and to eliminate the retrospective accounting for those adjustments. This ASU is effective for us January 1, 2016. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

20. Subsequent Events

On October 18, 2015 we entered into a definitive agreement with SEP for the acquisition of SEP’s 33.3% ownership interests in DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills). In consideration for this transaction, SEP retired 21,560,000 of our limited partner units and 440,000 of our general partner units in SEP. This will result in the reduction of any associated distribution payable to us, beginning in 2016. There will also be a reduction in the aggregate quarterly distributions, if any, to us (as holder of incentive distribution rights), by $4 million per quarter for a period of 12 consecutive quarters commencing with the quarter ending on December 31, 2015 and ending with the quarter ending on September 30, 2018.

On October 18, 2015 we also entered into a definitive agreement with DCP Midstream under which we will contribute the 33.3% interests in Sand Hills and Southern Hills to DCP Midstream.

On October 30, 2015, we completed the closing of both of these transactions.

On November 4, 2015, we contributed our remaining 0.1% interest in Southeast Supply Header, LLC (SESH) to SEP. Total consideration to Spectra Energy was 17,114 newly issued SEP common units. This is the last of three planned transactions related to Spectra Energy contributing all of its remaining U.S. transmission, storage and liquids assets to SEP (the U.S. Assets Dropdown). Also, in connection with this transaction, SEP issued 342 general partner units to Spectra Energy in exchange for the same amount of common units in order to maintain Spectra Energy's 2% general partner interest in SEP.

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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 September 30, 2015 and 2014, we reported net income from controlling interests of $174 million and $201 million, respectively. For the nine months ended September 30, 2015 and 2014, we reported net income from controlling interests of $459 million and $766 million, respectively.

The highlights for the three months and nine months ended September 30, 2015 include the following:

• Spectra Energy Partners’ earnings for the three and nine-month periods benefited mainly from expansions, primarily on Texas Eastern Transmission, LP (Texas Eastern) and higher transportation revenues due to higher tariff rates and volumes on the Express pipeline.

• Distribution’s earnings for the three and nine-month period decreased due to a weaker Canadian dollar.

• Western Canada Transmission & Processing’s earnings for the three and nine-month periods decreased mainly due to lower NGL sales prices and a weaker Canadian dollar, partially offset by settlement gains associated with the risk management program at the Empress operations.

• Field Services’ earnings for the three-month period decreased largely due to lower commodity prices and lower gains associated with the issuance of partnership units by DCP Midstream Partners, LP (DCP Partners), partially offset by asset growth, improved operating efficiencies and other initiatives. For the nine-month period, earnings decreasedmainly due to lower commodity prices, a partial impairment of goodwill at DCP Midstream and lower gains associated with the issuance of partnership units by DCP Partners, partially offset by asset growth, improved operating efficiencies and other initiatives.

In the first nine months of 2015, we had $1.9 billion 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 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 September 30, 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.

RESULTS OF OPERATIONS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015			2014
	(in millions)
Operating revenues	$	1,103	$	1,207	$	3,918		$	4,303
Operating expenses	714		825		2,582			2,944
Operating income	389		382		1,336			1,359
Other income and expenses	79		115		(44		)	376
Interest expense	155		167		480			521
Earnings before income taxes	313		330		812			1,214
Income tax expense	70		76		164			305
Net income	243		254		648			909
Net income—noncontrolling interests	69		53		189			143
Net income—controlling interests	$	174	$	201	$	459		$	766

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Three Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $104 million, or 9%, decrease was driven by:

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

• lower sales volumes of residual natural gas and lower NGL prices and sales volumes, partially offset by an increase from settlement gains associated with the risk management program at the Empress operations at Western Canada Transmission & Processing and

• lower natural gas prices passed through to customers at Distribution, partially offset by

• revenues from expansion projects primarily on Texas Eastern, increase in recoveries of electric power and other costs passed through to customers and higher crude oil transportation revenues, as a result of higher tariff rates and higher volumes mainly on the Express pipeline, all at Spectra Energy Partners.

Operating Expenses. The $111 million, or 13%, decrease was driven by:

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

• decreased volumes of natural gas purchases for extraction and make-up and lower costs of sales at the Empress operations at Western Canada Transmission & Processing and

• lower natural gas prices passed through to customers at Distribution, partially offset by

• higher operating costs primarily due to increased electric power and other costs passed through to gas transmission customers at Spectra Energy Partners.

Other Income and Expenses. The $36 million, or 31%, decrease was primarily attributable to lower equity earnings from Field Services mainly due to lower commodity prices, net of favorable results from third-party mark-to-market derivative instruments and NGL trading and marketing, an increase in gains related to the sale of an asset and gathering system, increased gathering and processing margins as a result of asset growth and cost savings initiatives. These decreases were partially offset by higher allowance for funds used during construction (AFUDC) resulting from higher capital spending and higher equity earnings from DCP Sand Hills Pipeline, LLC (Sand Hills) as a result of higher volumes and the fourth quarter 2014 dropdown of an additional 24.95% interest in Southeast Supply Header, LLC (SESH) at Spectra Energy Partners.

Interest Expense. The $12 million, or 7%, decrease was mainly due to a weaker Canadian dollar, partially offset by higher average long-term debt balances.

Income Tax Expense. The $6 milliondecrease was primarily attributable to lower earnings.

The effective tax rate for income from continuing operations was 22% for the three months ended September 30, 2015, compared to 23% for the same period in 2014.

Net Income—Noncontrolling Interests. The $16 millionincrease was driven primarily by higher earnings from Spectra Energy Partners.

Nine Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $385 million, or 9%, decrease was driven by:

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

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

• lower customer usage due to warmer weather and the first quarter 2014 results including regulatory decisions from the OEB that, in aggregate, provided a benefit, net of growth in the number of customers at Distribution, partially offset by

• revenues from expansion projects primarily on Texas Eastern and East Tennessee Natural Gas, LLC (East Tennessee), higher crude oil transportation revenues as a result of higher volumes and higher tariff rates mainly on the Express pipeline and an increase in recoveries of electric power and other costs passed through to gas transmission customers, net of lower processing revenues due to lower prices at Spectra Energy Partners.

34

Operating Expenses. The $362 million, or 12%, decrease was driven by:

• decreased volumes of natural gas purchases for extraction and make-up and lower costs of sales, net of a non-cash charge to reduce the value of propane inventory to net realizable value at June 30 and September 30, 2015 both at the Empress operations, partially offset by overhead reduction costs at Western Canada Transmission & Processing

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

• lower volumes of natural gas sold due to warmer weather, net of growth in the number of customers at Distribution, partially offset by

• increased electric power and other costs passed through to gas transmission customers and a non-cash impairment charge on Ozark Gas Gathering, L.L.C. (Ozark Gas Gathering), net of lower ad valorem tax accruals at Spectra Energy Partners.

Other Income and Expenses. The $420 million, or 112%, decrease was attributable to lower equity earnings from Field Services mainly due to decreased commodity prices, a partial impairment of goodwill at DCP Midstream 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, favorable results from third-party mark-to-market derivative instruments, a net increase in gains related to the sale of assets and improved operating efficiencies. These decreases were partially offset by higher AFUDC resulting from higher capital spending and higher equity earnings from Sand Hills as a result of higher volumes and the fourth quarter 2014 dropdown of an additional 24.95% interest in SESH at Spectra Energy Partners.

Interest Expense. The $41 million, or 8%, decrease was mainly due to a weaker Canadian dollar, partially offset by higher average long-term debt balances.

Income Tax Expense. The $141 milliondecrease was primarily due to the $74 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream, lower earnings and the effect of a weaker Canadian dollar.

The effective tax rate for income from continuing operations was 20% for the nine months ended September 30, 2015, compared to 25% for the same period in 2014.

Net Income—Noncontrolling Interests. The $46 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.

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

EBITDA by Business Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
Spectra Energy Partners	$	488		$	422		$	1,421		$	1,225
Distribution	70			82			360			420
Western Canada Transmission & Processing	117			156			382			504
Field Services	(3		)	51			(253		)	235
Total reportable segment EBITDA	672			711			1,910			2,384
Other	(12		)	(19		)	(39		)	(60		)
Total reportable segment and other EBITDA	$	660		$	692		$	1,871		$	2,324
Depreciation and amortization	188			201			574			600
Interest expense	155			167			480			521
Interest income and other (a)	(4		)	6			(5		)	11
Earnings before income taxes	$	313		$	330		$	812		$	1,214

___________

(a) Includes foreign currency transaction gains and losses related to segment EBITDA.

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

Spectra Energy Partners

	Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		Increase (Decrease)			2015		2014		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	612	$	558	$	54		$	1,821	$	1,670	$	151
Operating expenses
Operating, maintenance and other	207		190		17			606		568		38
Other income and expenses	83		54		29			206		123		83
EBITDA	$	488	$	422	$	66		$	1,421	$	1,225	$	196
Express pipeline revenue receipts, MBbl/d (a)	234		221		13			239		217		22
Platte PADD II deliveries, MBbl/d	167		169		(2		)	169		170		(1		)

___________

(a) Thousand barrels per day.

Three Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $54 millionincrease was driven by:

• a $34 million increase due to expansion projects, primarily on Texas Eastern,

• a $16 million increase in crude oil transportation revenues, mainly as a result of higher tariff rates and higher volumes on the Express pipeline and

• a $15 million increase in recoveries of electric power and other costs passed through to gas transmission customers, partially offset by

• an $11 million decrease in processing revenues primarily due to lower prices, net of volume variance.

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Operating, Maintenance and Other. The $17 millionincrease was primarily driven by an increase in electric power and other costs passed through to gas transmission customers.

Other Income and Expenses. The $29 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 fourth quarter 2014 dropdown of an additional 24.95% interest in SESH.

Nine Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $151 millionincrease was driven by:

• a $99 million increase due to expansion projects, primarily on Texas Eastern and East Tennessee,

• a $48 million increase in crude oil transportation revenues as a result of higher volumes and increased tariff rates mainly on the Express pipeline and

• a $46 million increase in recoveries of electric power and other costs passed through to gas transmission customers, partially offset by

• an $18 million decrease in processing revenues primarily due to lower prices,

• a $9 million decrease in natural gas transportation revenues mainly from firm margin and interruptible transportation on Texas Eastern and other revenue on East Tennessee, net of higher firm transportation on Algonquin Gas Transmission, L.L.C. and

• a $7 million decrease in inventory settlement revenues due to sales of excess tank oil in 2014 and lower oil prices on the Express and Platte pipelines.

Operating, Maintenance and Other. The $38 millionincrease was driven by:

• a $46 million increase in electric power and other costs passed through to gas transmission customers,

• a $9 million increase due to the non-cash impairment charge on Ozark Gas Gathering and

• a $6 million increase primarily in power costs due to higher usage in 2015 net of lower rates on the Express pipeline, partially offset by

• a $15 million decrease due to lower ad valorem tax accruals,

• a $7 million decrease in employee benefit costs and

• a $6 million decrease from project developments expenses in 2014.

Other Income and Expenses. The $83 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 fourth quarter 2014 dropdown of an additional 24.95% interest in SESH.

Distribution

	Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		Increase (Decrease)			2015		2014			Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	209	$	260	$	(51	)	$	1,161	$	1,338		$	(177	)
Operating expenses
Natural gas purchased	53		78		(25		)	539		618			(79		)
Operating, maintenance and other	86		100		(14		)	262		299			(37		)
Other income and expenses	—		—		—			—		(1		)	1
EBITDA	$	70	$	82	$	(12	)	$	360	$	420		$	(60	)
Number of customers, thousands								1,429		1,410			19
Heating degree days, Fahrenheit	245		354		(109		)	5,370		5,584			(214		)
Pipeline throughput, TBtu (a)	134		121		13			594		536			58
Canadian dollar exchange rate, average	1.31		1.09		0.22			1.26		1.09			0.17

___________

(a) Trillion British thermal units.

37

Three Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $51 milliondecrease was driven by:

• a $42 million decrease resulting from a weaker Canadian dollar and

• a $13 million decrease from lower 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.

Natural Gas Purchased. The $25 milliondecrease was driven by:

• a $13 million decrease from lower natural gas prices passed through to customers and

• an $11 million decrease resulting from a weaker Canadian dollar.

Operating, Maintenance and Other. The $14 milliondecrease was primarily due to the weaker Canadian dollar.

Nine Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $177 milliondecrease was driven by:

• a $160 million decrease resulting from a weaker Canadian dollar,

• a $38 million decrease in residential customer usage of natural gas partially due to weather that was warmer than in 2014 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 $19 million increase from growth in the number of customers.

Natural Gas Purchased. The $79 milliondecrease was driven by:

• a $71 million decrease resulting from a weaker Canadian dollar and

• a $35 million decrease due to lower volumes of natural gas sold to residential customers partially due to warmer weather, partially offset by

• an $11 million increase from growth in the number of customers.

Operating, Maintenance and Other. The $37 milliondecrease was primarily due to the weaker Canadian dollar.

Western Canada Transmission & Processing

	Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		Increase (Decrease)			2015		2014		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	288	$	417	$	(129	)	$	962	$	1,383	$	(421	)
Operating expenses
Natural gas and petroleum products purchased	32		87		(55		)	124		352		(228		)
Operating, maintenance and other	141		174		(33		)	462		528		(66		)
Other income and expenses	2		—		2			6		1		5
EBITDA	$	117	$	156	$	(39	)	$	382	$	504	$	(122	)
Pipeline throughput, TBtu	213		219		(6		)	689		685		4
Volumes processed, TBtu	157		179		(22		)	493		531		(38		)
Canadian dollar exchange rate, average	1.31		1.09		0.22			1.26		1.09		0.17

Three Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $129 milliondecrease was driven by:

• a $58 million decrease resulting from a weaker Canadian dollar,

• a $34 million decrease due primarily to lower sales volumes of residual natural gas at the Empress operations,

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• a $23 million decrease due to lower NGL prices associated with the Empress operations and

• an $18 million decrease in sales volumes of NGLs at the Empress operations, partially offset by

• an $8 million increase from settlement gains associated with the risk management program implemented in 2014 at the Empress operations.

Natural Gas and Petroleum Products Purchased. The $55 milliondecrease was driven by:

• a $45 million decrease due primarily to lower volumes of natural gas purchases for extraction and make-up at the Empress operations,

• a $9 million decrease primarily as a result of lower costs of sales at the Empress facility and

• a $7 million decrease resulting from a weaker Canadian dollar, partially offset by

• a $4 million non-cash charge to reduce the value of propane inventory at the Empress operations to net realizable value at September 30, 2015.

Operating, Maintenance and Other. The $33 milliondecrease was primarily driven by a weaker Canadian dollar.

Nine Months Ended September 30, 2015 Compared to Same Period in 2014

Operating Revenues. The $421 milliondecrease was driven by:

• a $143 million decrease resulting from a weaker Canadian dollar,

• a $128 million decrease due to lower NGL prices associated with the Empress operations,

• a $124 million decrease due primarily to lower sales volumes of residual natural gas at the Empress operations,

• a $51 million decrease in sales volumes of NGLs at the Empress operations,

• an $18 million decrease in transmission revenues due to lower interruptible transmission revenues and lower tolls charged to customers at M&N Canada and

• a $16 million decrease arising from non-cash mark-to-market losses associated with the risk management program at the Empress operations, partially offset by

• a $47 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 $228 milliondecrease was driven by:

• a $176 million decrease due primarily to lower volumes of natural gas purchases for extraction and make-up at the Empress operations,

• a $46 million decrease primarily as a result of lower costs of sales at the Empress facility and

• an $18 million decrease resulting from a weaker Canadian dollar, partially offset by

• a $9 million non-cash charge to reduce the value of propane inventory at the Empress operations to net realizable value at September 30, 2015.

Operating, Maintenance and Other. The $66 milliondecrease was driven by:

• a $68 million decrease resulting from a weaker Canadian dollar and

• a $6 million decrease in plant turnaround costs, partially offset by

• an $11 million increase due to overhead reduction costs.

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Field Services

	Three Months Ended September 30,								Nine Months Ended September 30,
	2015			2014		Increase (Decrease)			2015			2014		Increase (Decrease)
	(in millions, except where noted)
Earnings (loss) from equity investments	$	(3	)	$	51	$	(54	)	$	(253	)	$	235	$	(488	)
EBITDA	$	(3	)	$	51	$	(54	)	$	(253	)	$	235	$	(488	)
Natural gas gathered and processed/transported, TBtu/d (a,b)	7.3			7.5		(0.2		)	7.1			7.3		(0.2		)
NGL production, MBbl/d (a)	421			471		(50		)	410			456		(46		)
Average natural gas price per MMBtu (c,d)	$	2.77		$	4.06	$	(1.29	)	$	2.80		$	4.55	$	(1.75	)
Average NGL price per gallon (e)	$	0.42		$	0.90	$	(0.48	)	$	0.46		$	0.96	$	(0.50	)
Average crude oil price per barrel (f)	$	46.43		$	97.24	$	(50.81	)	$	51.00		$	99.64	$	(48.64	)

___________

(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.

Three Months Ended September 30, 2015 Compared to Same Period in 2014

EBITDA.Lower equity earnings of $54 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $123 million decrease from commodity-sensitive processing arrangements, due to decreased NGL, crude oil and natural gas prices, partially offset by

• a $31 million increase due to DCP Partners' favorable results from third-party mark-to-market on derivative instruments used to mitigate a portion of its expected commodity cash flow risk and favorable results from natural gas and NGL trading and marketing, including growth from ownership interests in NGL pipelines, largely due to the ramp-up and expansion on Sand Hills,

• a $30 million increase in gains related to the sale of a non-core gas processing plant and gathering system and

• an $11 million increase in gathering and processing margins as a result of asset growth, partially offset by volume declines in certain geographic regions.

Nine Months Ended September 30, 2015 Compared to Same Period in 2014

EBITDA.Lower equity earnings of $488 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $371 million decrease from commodity-sensitive processing arrangements, due to decreased NGL, crude oil and natural gas prices,

• a $188 million decrease primarily as a result of a partial impairment of goodwill. This impairment was due to the significant downturn in commodity prices in recent quarters and

• a $66 million decrease in gains associated with the issuance of partnership units by DCP Partners in 2015 compared to 2014, partially offset by

• a $58 million increase in gathering and processing margins as a result of asset growth, partially offset by volume declines in certain geographic regions,

• a $43 million increase as a result of DCP Partners’ favorable results from third-party mark-to-market on derivative instruments used to mitigate a portion of its expected commodity cash flow risk and favorable results from ownership interests in NGL pipelines, largely due to the ramp-up and expansion on Sand Hills,

40

• a $25 million increase as a result of gains related to the sale of a non-core gas processing plant and gathering system and its interest in Dover-Hennessey, and the prior year loss on the interest in Main Pass Oil and Gathering Company, partially offset by a loss related to the sale of its interest in the Benedum processing plant and gathering system in 2015 and

• a $22 million increase primarily attributable to lower operating expenses as a result of cost savings initiatives in operations.

Other

	Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			Increase (Decrease)			2015			2014			Increase (Decrease)
	(in millions)
Operating revenues	$	19		$	17		$	2		$	54		$	54		$	—
Operating expenses
Operating, maintenance and other	32			39			(7		)	94			120			(26		)
Other income and expenses	1			3			(2		)	1			6			(5		)
EBITDA	$	(12	)	$	(19	)	$	7		$	(39	)	$	(60	)	$	21

Three and Nine Months Ended September 30, 2015 Compared to Same Periods in 2014

EBITDA. Both the $7 million and $21 millionincreases, respectively, reflect lower employee benefit costs.

Impairment of Goodwill

As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.

In connection with our quantitative assessments, we primarily use a discounted cash flow analysis to determine fair values of those reporting units. Key assumptions in the determination of fair value include the use of an appropriate discount rate and estimated future cash flows. In estimating cash flows, we incorporate expected long-term growth rates in key markets served by our operations, regulatory stability, the ability to renew contracts, commodity prices (where appropriate) and foreign currency exchange rates, as well as other factors that affect our reporting units’ revenue, expense and capital expenditure projections.

We performed either a quantitative assessment or a qualitative assessment for all of our reporting units to determine whether it is more likely than not that the respective fair values of these reporting units are less than their carrying amounts, including goodwill, as of April 1, 2015 (our annual testing date). Based on the results of our annual goodwill impairment testing, no indicators of impairment were noted and the fair values of the reporting units that we assessed at April 1, 2015 were substantially in excess of their respective carrying values, except for BC Field Services.

Our BC Field Services business is comprised of gathering and processing assets that, while fee based, can see volumetric impacts over the long-term due to changes in commodity prices, specifically natural gas prices. Upon completion of our testing, it was determined that BC Field Services reporting unit’s fair value exceeded its carrying value by 9%. The BC Field Services reporting unit has been assigned $292 million of our total goodwill. In our quantitative assessments, our cash flow forecasts were updated to reflect the impact of the announced overhead reductions at Western Canada Transmission & Processing.

Certain commodity prices, specifically NGL prices, have fluctuated throughout 2014 and 2015 and are lower, on average, than historical levels. Our Empress NGL reporting unit is significantly affected by fluctuations in NGL commodity prices. Results of our April 1, 2015 quantitative assessment determined that Empress NGL reporting unit’s fair value was substantially in excess of carrying value. Additionally, we have a commodity hedging program at Empress which economically hedges a significant portion of their NGL sales and related make-up gas purchases, which mitigates the effects of short-term commodity price fluctuations. However, should realized NGL prices decline significantly from recent levels for a sustained period, this could result in a triggering event that would warrant testing for the impairment of goodwill relating to the Empress NGL reporting unit, which could result in an impairment.

41

We believe the assumptions used in our analyses are appropriate and result in reasonable estimates of the fair values of our reporting units. However, the assumptions used are subject to uncertainty, and declines in the future performance or cash flows of our reporting units, changing business conditions, further sustained declines in commodity prices or increases to our weighted average cost of capital assumptions may result in the recognition of impairment charges, which could be significant.

Due to the significant downturn in commodity prices, DCP Midstream performed a goodwill impairment test which was finalized in the third quarter of 2015. The impairment test was based on an internal discounted cash flow model taking into account various observable and non-observable factors, such as prices, volumes, expenses and discount rate. The impairment test resulted in DCP Midstream’s recognition of a $460 million goodwill impairment, which reduced our equity earnings from DCP Midstream by $123 million after-tax for the nine month period ending September 30, 2015.

Due to the impairment of goodwill recognized by DCP Midstream, we assessed our equity investment in DCP Midstream and determined that no indicators of impairment were noted.

No triggering events have occurred with our reporting units since the April 1, 2015 test that would warrant re-testing for goodwill impairment.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2015, we had negative working capital of $1,568 million. This balance includes a payable to an unconsolidated affiliate of $396 million, commercial paper liabilities totaling $577 million and current maturities of long-term debt of $766 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 September 30, 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 $2.0 billion under SEP’s credit facility and $1.1 billion 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 11 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:

	Nine Months Ended September 30,
	2015			2014
Net cash provided by (used in):	(in millions)
Operating activities	$	1,823		$	1,546
Investing activities	(1,503		)	(1,421		)
Financing activities	(191		)	(102		)
Effect of exchange rate changes on cash	(6		)	(3		)
Net increase in cash and cash equivalents	123			20
Cash and cash equivalents at beginning of the period	215			201
Cash and cash equivalents at end of the period	$	338		$	221

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Operating Cash Flows

Net cash provided by operating activities increased $277 million to $1,823 million in the nine months ended September 30, 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 $82 million to $1,503 million in the nine months ended September 30, 2015 compared to the same period in 2014. This change was driven by:

• a $250 million net increase in capital and investment expenditures, partially offset by

• a $396 million distribution received from Gulfstream with proceeds from a Gulfstream debt offering in 2015 compared to a $200 million distribution from SESH with proceeds from a SESH debt offering in 2014.

	Nine Months Ended September 30,
	2015		2014
Capital and Investment Expenditures	(in millions)
Spectra Energy Partners	$	1,252	$	889
Distribution	374		261
Western Canada Transmission & Processing	241		385
Total reportable segments	1,867		1,535
Other	41		123
Total consolidated	$	1,908	$	1,658

Capital and investment expenditures for the nine months ended September 30, 2015 consisted of $1,433 million for expansion projects and $475 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 increased $89 million to $191 million for the nine months ended September 30, 2015 compared to the same period in 2014. This change was driven by:

• commercial paper redemptions of $984 million in 2015, compared to commercial paper issuances of $393 million in 2014, partially offset by

• $1,179 million of net proceeds from long-term debt in 2015, compared to net repayments of long-term debt of $117 million in 2014.

On September 17, 2015, Union Gas issued 200 million Canadian dollars (approximately $152 million as of the issuance date) of 3.19% unsecured notes due 2025 and 250 million Canadian dollars (approximately $190 million as of the issuance date) of 4.20% unsecured notes due 2044. Net proceeds from the offerings were used to repay a portion of short-term debt, to fund capital expenditures and for general corporate purposes.

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 nine months ended September 30, 2015, SEP issued 7.3 million common units to the public under its at-the-market program and approximately 149,000 general partner units to Spectra Energy. Total net proceeds to SEP were $358 million (net proceeds to Spectra Energy were $351 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, SEP has issued 9.6 million common units to the public and 197,000 general partner units to Spectra Energy, for total net proceeds to SEP of $458 million (net proceeds to Spectra Energy were $449 million).

43

Available Credit Facilities and Restrictive Debt Covenants. See Note 11 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 September 30, 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 September 30, 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 share, 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 October 8, 2015 payable on December 8, 2015 to shareholders at close of business on November 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 registration statement on file with the SEC to register the issuance of unspecified amounts of limited partner common units. SEP also has $184 million available as of September 30, 2015 for the issuance of limited partner common units under another effective shelf registration statement on file with the SEC related to its at-the-market program. Westcoast and Union Gas have an aggregate 2.1 billion Canadian dollars (approximately $1.5 billion) available as of September 30, 2015 for the issuance of debt securities in the Canadian market under debt shelf prospectuses.

OTHER ISSUES

New Accounting Pronouncements. See Note 19 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 September 30, 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 September 30, 2015 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

44

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 14 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.

(a) Exhibits

Exhibit Number
*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.

45

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: November 5, 2015	/s/ Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: November 5, 2015	/s/ J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

46

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)

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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.

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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.

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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: November 5, 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: November 5, 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 September 30, 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: November 5, 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 September 30, 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: November 5, 2015	/s/ J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

XML

Issuances of SEP Units(Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions)
Net income-controlling interests	$	174	$	201	$	459	$	766
Increase in additional paid-in capital resulting from issuances of SEP units	24		14		49		43
Total net income-controlling interests and changes in equity-controlling interests	$	198	$	215	$	508	$	809

XML

Marketable Securities and Restricted Funds - Estimated Fair Values of Available for Sale Securities (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 20	$ 24
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	20	23
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 0	$ 1

XML

Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	$ 276	$ 1,236	$ 662	$ 1,241
Other AOCI activity	(338)	(295)	(724)	(303)
Reclassified to net income		2		5
Ending balance	(62)	943	(62)	943
Foreign Currency Translation Adjustment
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	617	1,533	1,016	1,557
Other AOCI activity	(345)	(301)	(744)	(325)
Reclassified to net income		0		0
Ending balance	272	1,232	272	1,232
Pension and Post-retirement Benefit Plan Obligations
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	(338)	(291)	(351)	(304)
Other AOCI activity	6	6	19	19
Reclassified to net income		0		0
Ending balance	(332)	(285)	(332)	(285)
Gas Purchase Contract Hedges
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	0	(6)	(3)	(11)
Other AOCI activity	0	0	3	3
Reclassified to net income		2		4
Ending balance	0	(4)	0	(4)
Other
Accumulated other comprehensive income in the equity section of the balance sheet included
Beginning balance	(3)	0	0	(1)
Other AOCI activity	1	0	(2)	0
Reclassified to net income		0		1
Ending balance	$ (2)	$ 0	$ (2)	$ 0

XML

Marketable Securities and Restricted Funds - Schedule of Restricted and Non-restricted Available for Sale Securities (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 20	$ 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	6	20
Other Current Assets
Schedule of Available-for-sale Securities [Line Items]
Non-restricted funds, Current assets - other	$ 14	$ 3

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Contingency [Line Items]
Income tax expense (benefit)	$ 70	$ 76	$ 164	$ 305
Effective tax rate for income from continuing operations	22.00%	23.00%	20.00%	25.00%
Unrecognized Tax Benefits, Period Increase (Decrease)			$ 5
Minimum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	$ 15		15
Maximum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	$ 20		20
DCP Midstream, LLC | Goodwill [Member]
Income Tax Contingency [Line Items]
Income tax expense (benefit)			$ (74)

XML

Inventory (Tables)

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Components of Inventory

The components of inventory are as follows:

	September 30, 2015		December 31, 2014
	(in millions)
Natural gas	$	226	$	211
NGLs	49		28
Materials and supplies	69		74
Total inventory	$	344	$	313

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Consolidating Financial Information - Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,103	$ 1,207	$ 3,918	$ 4,303
Total operating expenses	714	825	2,582	2,944
Operating income (loss)	389	382	1,336	1,359
Earnings (loss) from equity investments	48	91	(117)	337
Income (Loss) from Subsidiaries, Net of Tax	0	0	0	0
Other income and expenses, net	31	24	73	39
Interest expense	155	167	480	521
Earnings Before Income Taxes	313	330	812	1,214
Income tax expense (benefit)	70	76	164	305
Net Income	243	254	648	909
Net Income—Noncontrolling Interests	69	53	189	143
Net Income—Controlling Interests	174	201	459	766
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0	0	0
Total operating expenses	2	1	5	5
Operating income (loss)	(2)	(1)	(5)	(5)
Earnings (loss) from equity investments	0	0	0	0
Income (Loss) from Subsidiaries, Net of Tax	170	194	445	734
Other income and expenses, net	0	(2)	0	(4)
Interest expense	0	0	0	0
Earnings Before Income Taxes	168	191	440	725
Income tax expense (benefit)	(6)	(10)	(19)	(41)
Net Income	174	201	459	766
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	174	201	459	766
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0	0	0
Total operating expenses	(1)	0	(2)	1
Operating income (loss)	1	0	2	(1)
Earnings (loss) from equity investments	0	0	0	0
Income (Loss) from Subsidiaries, Net of Tax	307	329	790	1,228
Other income and expenses, net	(1)	5	(1)	6
Interest expense	61	64	183	195
Earnings Before Income Taxes	246	270	608	1,038
Income tax expense (benefit)	76	76	163	304
Net Income	170	194	445	734
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	170	194	445	734
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,105	1,209	3,921	4,306
Total operating expenses	715	826	2,582	2,941
Operating income (loss)	390	383	1,339	1,365
Earnings (loss) from equity investments	48	91	(117)	337
Income (Loss) from Subsidiaries, Net of Tax	0	0	0	0
Other income and expenses, net	32	20	74	36
Interest expense	94	102	297	325
Earnings Before Income Taxes	376	392	999	1,413
Income tax expense (benefit)	0	10	20	42
Net Income	376	382	979	1,371
Net Income—Noncontrolling Interests	69	53	189	143
Net Income—Controlling Interests	307	329	790	1,228
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	(2)	(2)	(3)	(3)
Total operating expenses	(2)	(2)	(3)	(3)
Operating income (loss)	0	0	0	0
Earnings (loss) from equity investments	0	0	0	0
Income (Loss) from Subsidiaries, Net of Tax	(477)	(523)	(1,235)	(1,962)
Other income and expenses, net	0	1	0	1
Interest expense	0	1	0	1
Earnings Before Income Taxes	(477)	(523)	(1,235)	(1,962)
Income tax expense (benefit)	0	0	0	0
Net Income	(477)	(523)	(1,235)	(1,962)
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	$ (477)	$ (523)	$ (1,235)	$ (1,962)

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Marketable Securities and Restricted Funds - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Available-for-sale Securities | Maximum
Gain (Loss) on Investments [Line Items]
Weighted-average contractual maturity of outstanding securities	1 year
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	$ 29	$ 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%

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Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 243	$ 254	$ 648	$ 909
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			584	610
(Earnings) loss from equity investments	(48)	(91)	117	(337)
Distributions received from unconsolidated affiliates			145	280
Other			329	84
Net cash provided by (used in) operating activities			1,823	1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(1,817)	(1,429)
Investments in and loans to unconsolidated affiliates			(91)	(229)
Purchases of held-to-maturity securities			(463)	(584)
Proceeds from sales and maturities of held-to-maturity securities			457	576
Purchases of available-for-sale securities			0	(13)
Proceeds from sales and maturities of available-for-sale securities			1	7
Distributions received from unconsolidated affiliates			441	252
Other changes in restricted funds			(24)	(1)
Other			(7)	0
Net cash provided by (used in) investing activities			(1,503)	(1,421)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			1,332	1,028
Payments for the redemption of long-term debt			(153)	(1,145)
Net increase in commercial paper			(984)	393
Distributions to noncontrolling interests			(140)	(128)
Contributions from noncontrolling interests			164	139
Proceeds from the issuance of SEP common units			351	277
Dividends paid on common stock			(747)	(677)
Other			(14)	11
Net cash provided by (used in) financing activities			(191)	(102)
Effect of exchange rate changes on cash			(6)	(3)
Net increase (decrease) in cash and cash equivalents			123	20
Cash and cash equivalents at beginning of period			215	201
Cash and cash equivalents at end of period	338	221	338	221
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	174	201	459	766
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Earnings) loss from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries			(445)	(734)
Other			44	(16)
Net cash provided by (used in) operating activities			58	16
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates			(82)	93
Net cash provided by (used in) investing activities			(82)	93
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock			(747)	(677)
Distributions and advances from (to) affiliates			774	558
Other			(3)	10
Net cash provided by (used in) financing activities			24	(109)
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	170	194	445	734
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Earnings) loss from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries			(790)	(1,228)
Other			109	259
Net cash provided by (used in) operating activities			(236)	(235)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates			62	433
Net cash provided by (used in) investing activities			62	433
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			0	300
Payments for the redemption of long-term debt				(557)
Net increase in commercial paper			170	33
Distributions and advances from (to) affiliates			4	15
Other			0
Net cash provided by (used in) financing activities			174	(209)
Net increase (decrease) in cash and cash equivalents			0	(11)
Cash and cash equivalents at beginning of period			1	12
Cash and cash equivalents at end of period	1	1	1	1
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	376	382	979	1,371
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			584	610
(Earnings) loss from equity investments	(48)	(91)	117	(337)
Equity in earnings of consolidated subsidiaries			0
Distributions received from unconsolidated affiliates			145	280
Other			176	(159)
Net cash provided by (used in) operating activities			2,001	1,765
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(1,817)	(1,429)
Investments in and loans to unconsolidated affiliates			(91)	(229)
Purchases of held-to-maturity securities			(463)	(584)
Proceeds from sales and maturities of held-to-maturity securities			457	576
Purchases of available-for-sale securities				(13)
Proceeds from sales and maturities of available-for-sale securities			1	7
Distributions received from unconsolidated affiliates			441	252
Other changes in restricted funds			(24)	(1)
Other			(7)
Net cash provided by (used in) investing activities			(1,503)	(1,421)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			1,332	728
Payments for the redemption of long-term debt			(153)	(588)
Net increase in commercial paper			(1,154)	360
Distributions to noncontrolling interests			(140)	(128)
Contributions from noncontrolling interests			164	139
Proceeds from the issuance of SEP common units			351	277
Dividends paid on common stock			0
Distributions and advances from (to) affiliates			(758)	(1,099)
Other			(11)	1
Net cash provided by (used in) financing activities			(369)	(310)
Effect of exchange rate changes on cash			(6)	(3)
Net increase (decrease) in cash and cash equivalents			123	31
Cash and cash equivalents at beginning of period			214	189
Cash and cash equivalents at end of period	337	220	337	220
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(477)	(523)	(1,235)	(1,962)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Earnings) loss from equity investments	$ 0	$ 0	0	0
Equity in earnings of consolidated subsidiaries			1,235	1,962
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates			20	(526)
Net cash provided by (used in) investing activities			20	(526)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions and advances from (to) affiliates			(20)	526
Net cash provided by (used in) financing activities			$ (20)	$ 526

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Subsequent Events (Details) - USD ($) $ in Millions		3 Months Ended
	Oct. 30, 2015	Dec. 31, 2015	Nov. 04, 2015
Spectra Energy Partners | Subsequent Event [Member]
Subsequent Event [Line Items]
Percentage Of Ownership Interests			2.00%
Southeast Supply Header [Member] | Spectra Energy Partners | Subsequent Event [Member]
Subsequent Event [Line Items]
Percentage of Voting Rights Contributed			0.10%
Limited Partner | Spectra Energy Partners | Subsequent Event [Member]
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			17,114
General Partner | Spectra Energy Partners | Subsequent Event [Member]
Subsequent Event [Line Items]
General Partners' Capital Account, Units Issued			342
SandHills SouthernHills NGL Pipelines | DCP Midstream, LLC | Subsequent Event [Member]
Subsequent Event [Line Items]
Percentage of Voting Rights Contributed	33.30%
SandHills SouthernHills NGL Pipelines | Spectra Energy Partners
Subsequent Event [Line Items]
Proceeds from Contributions from Affiliates	$ 4
SandHills SouthernHills NGL Pipelines | Spectra Energy Partners | Subsequent Event [Member]
Subsequent Event [Line Items]
Partners' Capital Account, Units, Acquisitions	33.30%
SandHills SouthernHills NGL Pipelines | General Partner | Subsequent Event [Member]
Subsequent Event [Line Items]
Treasury Stock, Shares, Retired		440,000.00
SandHills SouthernHills NGL Pipelines | Spectra Energy Partners | Limited Partner | Subsequent Event [Member]
Subsequent Event [Line Items]
Partners' Capital Account, Units, Redeemed		21,560,000

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Employee Benefit Plans - Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			$ 16	$ 16
Service cost benefit earned	$ 4	$ 5	14	14
Interest cost	6	7	18	19
Expected return on plan assets	(10)	(10)	(31)	(29)
Amortization of loss	2	3	7	9
Net periodic cost	2	5	8	13
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	1	1	1
Interest cost	1	2	5	6
Expected return on plan assets	(1)	(1)	(4)	(3)
Net periodic cost	1	2	2	4
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	1	3	3
Interest cost	1	1	3	4
Net periodic cost	2	2	6	7
Canadian Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			23	34
Service cost benefit earned	8	7	24	22
Interest cost	11	13	33	39
Expected return on plan assets	(16)	(17)	(50)	(52)
Amortization of loss	6	6	19	17
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	0	0	1	1
Net periodic cost	$ 9	$ 9	$ 27	$ 27

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Employee Benefit Plans

9 Months Ended

Sep. 30, 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 $16 million to our U.S. retirement plans in both of the nine month periods ended September 30, 2015 and 2014. We made total contributions to the Canadian DC and DB plans of $23 million in the nine months ended September 30, 2015 and $34 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 $29 million to the Canadian plans in 2015.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	4		$	5		$	14		$	14
Interest cost on projected benefit obligation	6			7			18			19
Expected return on plan assets	(10		)	(10		)	(31		)	(29		)
Amortization of loss	2			3			7			9
Net periodic pension cost	$	2		$	5		$	8		$	13
Canada
Service cost benefit earned	$	8		$	7		$	24		$	22
Interest cost on projected benefit obligation	11			13			33			39
Expected return on plan assets	(16		)	(17		)	(50		)	(52		)
Amortization of loss	6			6			19			17
Amortization of prior service cost	—			—			1			1
Net periodic pension cost	$	9		$	9		$	27		$	27

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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	1		$	1		$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2			5			6
Expected return on plan assets	(1		)	(1		)	(4		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	2		$	2		$	4
Canada
Service cost benefit earned	$	1		$	1		$	3		$	3
Interest cost on accumulated post-retirement benefit obligation	1			1			3			4
Net periodic other post-retirement benefit cost	$	2		$	2		$	6		$	7

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 $4 million in both of the three month periods ended September 30, 2015 and 2014 and $11 million in both of the nine month periods ended September 30, 2015 and 2014 for U.S. employees. We expensed pre-tax employer matching contributions of $2 million and $4 million in the three months ended September 30, 2015 and 2014, respectively, and $8 million and $10 million in the nine months ended September 30, 2015 and 2014, respectively, for Canadian employees.

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Inventory - (Additional Information) (Details) - WCTP - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Inventory [Line Items]
Inventory Write-down	$ 8	$ 19
Inventory Write-down, Net of Tax	$ 6	$ 14

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General - Additional Information (Detail)	Sep. 30, 2015
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%

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Consolidating Financial Information - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Millions	Sep. 30, 2015		Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 338		$ 215	$ 221	$ 201
Receivables-other	842		1,336
Other current assets	659		781
Total current assets	1,839		2,332
Investments in and loans to unconsolidated affiliates	2,741		2,966
Goodwill	4,534		4,714
Other assets	338		327
Net property, plant and equipment	22,438		22,307
Regulatory assets and deferred debits	1,369		1,394
Total Assets	33,259		34,040
Accounts payable	648		458
Commercial paper	577		1,583
Taxes accrued	82		91
Current maturities of long-term debt	766		327
Other current liabilities	1,334		1,350
Total current liabilities	3,407		3,809
Long-term debt	12,898		12,769
Deferred credits and other liabilities	6,765		6,806
Preferred stock of subsidiaries	258		258
Equity
Controlling interests	7,216		8,160
Noncontrolling interests	2,715		2,238
Total equity	9,931		10,398	10,538	10,323
Total Liabilities and Equity	33,259		34,040
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	22		18
Receivables-other	2		2
Other current assets	4		71
Total current assets	28		91
Investments in consolidated subsidiaries	14,371		14,531
Other assets	40		38
Regulatory assets and deferred debits	2		4
Total Assets	14,441		14,664
Accounts payable	4		3
Accounts payable-consolidated subsidiaries			0
Taxes accrued	2		5
Other current liabilities	79		96
Total current liabilities	85		104
Advances payable-consolidated subsidiaries	6,355		5,581
Deferred credits and other liabilities	785		819
Equity
Controlling interests	7,216		8,160
Total equity	7,216		8,160
Total Liabilities and Equity	14,441		14,664
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	1		1	1	12
Receivables-consolidated subsidiaries	0		0
Receivables-other	0		0
Other current assets	1		2
Total current assets	2		3
Investments in and loans to unconsolidated affiliates	0		0
Investments in consolidated subsidiaries	20,206		20,562
Advances receivable-consolidated subsidiaries	5,221		4,683
Other assets	35		22
Regulatory assets and deferred debits	13		15
Total Assets	25,477		25,285
Accounts payable	2		0
Accounts payable-consolidated subsidiaries	31		17
Commercial paper	568	[1]	398
Short-term borrowings-consolidated subsidiaries	388		398
Taxes accrued	15
Current maturities of long-term debt	0		0
Other current liabilities	49		54
Total current liabilities	1,053		867
Long-term debt	2,913		2,900
Notes payable-consolidated subsidiaries	2,800		2,800
Deferred credits and other liabilities	4,340		4,187
Equity
Controlling interests	14,371		14,531
Total equity	14,371		14,531
Total Liabilities and Equity	25,477		25,285
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	337		214	$ 220	$ 189
Receivables-consolidated subsidiaries	9		11
Notes receivable From Consolidated Subsidiaries current [Abstract]	388		398
Receivables-other	840		1,334
Other current assets	654		708
Total current assets	2,228		2,665
Investments in and loans to unconsolidated affiliates	2,741		2,966
Advances receivable-consolidated subsidiaries	1,134		898
Notes receivable-consolidated subsidiaries	2,800		2,800
Goodwill	4,534		4,714
Other assets	263		267
Net property, plant and equipment	22,438		22,307
Regulatory assets and deferred debits	1,354		1,375
Total Assets	37,492		37,992
Accounts payable	642		455
Accounts payable-consolidated subsidiaries	0		12
Commercial paper	9		1,185
Taxes accrued	65		86
Current maturities of long-term debt	766		327
Other current liabilities	1,206		1,200
Total current liabilities	2,688		3,265
Long-term debt	9,985		9,869
Advances payable-consolidated subsidiaries	0		0
Deferred credits and other liabilities	1,640		1,800
Preferred stock of subsidiaries	258		258
Equity
Controlling interests	20,206		20,562
Noncontrolling interests	2,715		2,238
Total equity	22,921		22,800
Total Liabilities and Equity	37,492		37,992
Eliminations
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	(31)		(29)
Notes receivable From Consolidated Subsidiaries current [Abstract]	(388)		(398)
Total current assets	(419)		(427)
Investments in consolidated subsidiaries	(34,577)		(35,093)
Advances receivable-consolidated subsidiaries	(6,355)		(5,581)
Notes receivable-consolidated subsidiaries	(2,800)		(2,800)
Total Assets	(44,151)		(43,901)
Accounts payable-consolidated subsidiaries	(31)		(29)
Short-term borrowings-consolidated subsidiaries	(388)		(398)
Total current liabilities	(419)		(427)
Advances payable-consolidated subsidiaries	(6,355)		(5,581)
Notes payable-consolidated subsidiaries	(2,800)		(2,800)
Equity
Controlling interests	(34,577)		(35,093)
Total equity	(34,577)		(35,093)
Total Liabilities and Equity	$ (44,151)		$ (43,901)

[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 September 30, 2015.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	50		$	(9	)	$	78		$	(3	)
Total gains (losses):
Included in earnings	18			7			27			(2		)
Included in other comprehensive income	(4		)	1			(9		)	5
Purchases	(5		)	—			(2		)	—
Settlements	(6		)	—			(41		)	(1		)
Fair value, end of period	$	53		$	(1	)	$	53		$	(1	)
Unrealized gains (losses) relating to instruments held at the end of the period	$	5		$	5		$	(11	)	$	(2	)

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	September 30, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	251	$	—	$	251	$	—
Corporate debt securities	Current assets—other	14		—		14		—
Commodity derivatives	Current assets—other	45		—		—		45
Interest rate swaps	Current assets—other	1		—		1		—
Commodity derivatives	Investments and other assets—other	8		—		—		8
Corporate debt securities	Investments and other assets—other	6		—		6		—
Interest rate swaps	Investments and other assets—other	56		—		56		—
Total Assets		$	381	$	—	$	328	$	53

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
	September 30, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	14		3
Investments and other assets—other	6		20
Total available-for-sale securities	$	20	$	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.

	September 30, 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)	13,615		14,326		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.

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Investments in and Loans to Unconsolidated Affiliates Related Party Transaction (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Current Liabilities - Other	$ 1,193		$ 1,169
Distributions received from unconsolidated affiliates	441	$ 252
Gulfstream [Member] | Unconsolidated Affiliates [Member]
Related Party Transaction [Line Items]
Current Liabilities - Other	396
Distributions received from unconsolidated affiliates	396
Gulfstream unsecured debt maturing Q42015	248
Gulfstream unsecured debt maturing 1H2016	148
Unsecured Debt	$ 800

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Risk Management and Hedging Activities - Commodity derivative impact (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Commodity Contract
Commodity derivative impact [Line Items]
Sales of natural gas liquids	$ 13	$ 7	$ 25	$ 0

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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	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Derivative Assets (liabilities)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, end of period		$ (1)		$ (1)			$ (9)	$ (3)
Total realized/unrealized gains (losses):
Included in earnings		7		(2)
Included in other comprehensive income		1		5
Purchases		0		0
Settlements		0		(1)
Unrealized gains (losses) relating to instruments held at the end of the period		$ 5		$ (2)
Derivative Financial Instruments, Assets [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, end of period	$ 53		$ 53		$ 50	$ 78
Total realized/unrealized gains (losses):
Included in earnings	18		27
Included in other comprehensive income	(4)		(9)
Purchases	(5)		(2)
Settlements	(6)		(41)
Unrealized gains (losses) relating to instruments held at the end of the period	$ 5		$ (11)

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Earnings per Common Share - Basic and Diluted Eps Calculations (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Net Income—Controlling Interests		$ 174	$ 201	$ 459	$ 766
Weighted-average common shares outstanding
Basic (in shares)		671	671	671	671
Diluted (in shares)		672	673	672	672
Basic and diluted earnings per common share	[1]	$ 0.26	$ 0.30	$ 0.68	$ 1.14

[1] Quarterly earnings-per-share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.

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General

9 Months Ended

Sep. 30, 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.

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Fair Value Measurements - Fair Value of Financial Instruments Recorded and Carried at Book Value (Detail) - USD ($) $ in Millions		Sep. 30, 2015	Dec. 31, 2014
Reported Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	[1]	$ 71	$ 71
Long-term Debt	[2]	13,615	13,060
Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	[1]	71	71
Long-term Debt, Fair Value	[2]	$ 14,326	$ 14,446

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

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

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Business Segments - Additional Information (Detail)	9 Months Ended
	Sep. 30, 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%

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Use of Estimates, Policy

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.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2015 and no impairments were identified.

We perform our annual review for goodwill impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, except for the reporting units of our Western Canada Transmission & Processing and Spectra Energy Partners reportable segments, which are one level below.

As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.

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 September 30, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of September 30, 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 September 30, 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 $17 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

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Subsequent Events (Notes)

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

On October 18, 2015 we entered into a definitive agreement with SEP for the acquisition of SEP’s 33.3% ownership interests in DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills). In consideration for this transaction, SEP retired 21,560,000 of our limited partner units and 440,000 of our general partner units in SEP. This will result in the reduction of any associated distribution payable to us, beginning in 2016. There will also be a reduction in the aggregate quarterly distributions, if any, to us (as holder of incentive distribution rights), by $4 million per quarter for a period of 12 consecutive quarters commencing with the quarter ending on December 31, 2015 and ending with the quarter ending on September 30, 2018.

On October 18, 2015 we also entered into a definitive agreement with DCP Midstream under which we will contribute the 33.3% interests in Sand Hills and Southern Hills to DCP Midstream.

On October 30, 2015, we completed the closing of both of these transactions.

On November 4, 2015, we contributed our remaining 0.1% interest in Southeast Supply Header, LLC (SESH) to SEP. Total consideration to Spectra Energy was 17,114 newly issued SEP common units. This is the last of three planned transactions related to Spectra Energy contributing all of its remaining U.S. transmission, storage and liquids assets to SEP (the U.S. Assets Dropdown). Also, in connection with this transaction, SEP issued 342 general partner units to Spectra Energy in exchange for the same amount of common units in order to maintain Spectra Energy's 2% general partner interest in SEP.

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Marketable Securities and Restricted Funds - Estimated Fair Values of Held to Maturity Securities (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 157	$ 172
Other Current Assets | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	45	38
Other Current Assets | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	25	30
Other Current Assets | Money market funds
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	11	3
Investments and other assets-other | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 76	$ 101

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Business Segment Data - Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Operating revenues		$ 1,103	$ 1,207	$ 3,918	$ 4,303
Depreciation and amortization		188	201	574	600
Interest expense		155	167	480	521
Interest income and other	[1]	(4)	6	(5)	11
Earnings From Continuing Operations Before Income Taxes		313	330	812	1,214
Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		1,103	1,207	3,918	4,303
Intersegment Eliminations
Segment Reporting Information [Line Items]
Operating revenues		(25)	(45)	(80)	(142)
Intersegment Eliminations | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		(25)	(45)	(80)	(142)
Corporate and Other | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues		19	17	54	54
EBITDA		(12)	(19)	(39)	(60)
Depreciation and amortization		12	10	37	32
Corporate and Other | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		16	15	47	47
Corporate and Other | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		3	2	7	7
Total reportable segments | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues		1,109	1,235	3,944	4,391
EBITDA		672	711	1,910	2,384
Depreciation and amortization		176	191	537	568
Total reportable segments | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		9	30	33	95
Total reportable segments | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		1,100	1,205	3,911	4,296
Field Services | Operating Segments
Segment Reporting Information [Line Items]
EBITDA		(3)	51	(253)	235
Western Canada Transmission And Processing | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues		288	417	962	1,383
EBITDA		117	156	382	504
Depreciation and amortization		59	69	184	204
Western Canada Transmission And Processing | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		9	30	33	95
Western Canada Transmission And Processing | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		279	387	929	1,288
Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues		209	260	1,161	1,338
EBITDA		70	82	360	420
Depreciation and amortization		43	49	133	146
Distribution | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		209	260	1,161	1,338
Spectra Energy Partners | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues		612	558	1,821	1,670
EBITDA		488	422	1,421	1,225
Depreciation and amortization		74	73	220	218
Spectra Energy Partners | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues		$ 612	$ 558	$ 1,821	$ 1,670

[1] Includes foreign currency transaction gains and losses related to segment EBITDA

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Business Segments (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2015
Spectra Energy Partners	$	612	$	—		$	612		$	74	$	488
Distribution	209		—			209			43		70
Western Canada Transmission & Processing	279		9			288			59		117
Field Services	—		—			—			—		(3		)
Total reportable segments	1,100		9			1,109			176		672
Other	3		16			19			12		(12		)
Eliminations	—		(25		)	(25		)	—		—
Depreciation and amortization	—		—			—			—		188
Interest expense	—		—			—			—		155
Interest income and other (a)	—		—			—			—		(4		)
Total consolidated	$	1,103	$	—		$	1,103		$	188	$	313
Three Months Ended September 30, 2014
Spectra Energy Partners	$	558	$	—		$	558		$	73	$	422
Distribution	260		—			260			49		82
Western Canada Transmission & Processing	387		30			417			69		156
Field Services	—		—			—			—		51
Total reportable segments	1,205		30			1,235			191		711
Other	2		15			17			10		(19		)
Eliminations	—		(45		)	(45		)	—		—
Depreciation and amortization	—		—			—			—		201
Interest expense	—		—			—			—		167
Interest income and other (a)	—		—			—			—		6
Total consolidated	$	1,207	$	—		$	1,207		$	201	$	330
Nine Months Ended September 30, 2015
Spectra Energy Partners	$	1,821	$	—		$	1,821		$	220	$	1,421
Distribution	1,161		—			1,161			133		360
Western Canada Transmission & Processing	929		33			962			184		382
Field Services	—		—			—			—		(253		)
Total reportable segments	3,911		33			3,944			537		1,910
Other	7		47			54			37		(39		)
Eliminations	—		(80		)	(80		)	—		—
Depreciation and amortization	—		—			—			—		574
Interest expense	—		—			—			—		480
Interest income and other (a)	—		—			—			—		(5		)
Total consolidated	$	3,918	$	—		$	3,918		$	574	$	812
Nine Months Ended September 30, 2014
Spectra Energy Partners	$	1,670	$	—		$	1,670		$	218	$	1,225
Distribution	1,338		—			1,338			146		420
Western Canada Transmission & Processing	1,288		95			1,383			204		504
Field Services	—		—			—			—		235
Total reportable segments	4,296		95			4,391			568		2,384
Other	7		47			54			32		(60		)
Eliminations	—		(142		)	(142		)	—		—
Depreciation and amortization	—		—			—			—		600
Interest expense	—		—			—			—		521
Interest income and other (a)	—		—			—			—		11
Total consolidated	$	4,303	$	—		$	4,303		$	600	$	1,214

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Earnings per Common Share (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	174	$	201	$	459	$	766
Weighted-average common shares outstanding
Basic	671		671		671		671
Diluted	672		673		672		672
Basic and diluted earnings per common share (a)	$	0.26	$	0.30	$	0.68	$	1.14

___________________

(a)    Quarterly earnings-per-share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.

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Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income Other	Noncontrolling Interests
Net Income—Controlling Interests	$ 766			$ 766
Net Income—Noncontrolling Interests	143						$ 143
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	909
Other comprehensive income (loss)	(302)				(325)	27	(4)
Dividends on common stock	(676)			(676)
Stock-based compensation	10		10
Distributions to noncontrolling interests	(128)						(128)
Contributions from noncontrolling interests	139						139
Spectra Energy common stock issued	10		10
Spectra Energy Partners, LP common units issued	249		43				206
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	(2)						(2)
Other, net	6		7				(1)
Ending Balance at Sep. 30, 2014	10,538	1	4,939	2,473	1,232	(289)	2,182
Net Income—Controlling Interests	459			459
Net Income—Noncontrolling Interests	189						189
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	648
Other comprehensive income (loss)	(735)				(744)	20	(11)
Dividends on common stock	(747)			(747)
Stock-based compensation	14		14
Distributions to noncontrolling interests	(142)						(142)
Contributions from noncontrolling interests	164						164
Spectra Energy common stock issued	2		2
Spectra Energy Partners, LP common units issued	330		49				281
Other, net	(1)		3				(4)
Ending Balance at Sep. 30, 2015	$ 9,931	$ 1	$ 5,024	$ 2,253	$ 272	$ (334)	$ 2,715

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 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)
June 30, 2015	$	617		$	(338	)		$	—		$	(3	)	$	276
Other AOCI activity	(345		)	6				—			1			(338		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
June 30, 2014	$	1,533		$	(291	)		$	(6	)	$	—		$	1,236
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(301		)	6				—			—			(295		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(744		)	19				3			(2		)	(724		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				4			1			5
Other AOCI activity	(325		)	19				3			—			(303		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943

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Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	4		$	5		$	14		$	14
Interest cost on projected benefit obligation	6			7			18			19
Expected return on plan assets	(10		)	(10		)	(31		)	(29		)
Amortization of loss	2			3			7			9
Net periodic pension cost	$	2		$	5		$	8		$	13
Canada
Service cost benefit earned	$	8		$	7		$	24		$	22
Interest cost on projected benefit obligation	11			13			33			39
Expected return on plan assets	(16		)	(17		)	(50		)	(52		)
Amortization of loss	6			6			19			17
Amortization of prior service cost	—			—			1			1
Net periodic pension cost	$	9		$	9		$	27		$	27

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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
U.S.
Service cost benefit earned	$	1		$	1		$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2			5			6
Expected return on plan assets	(1		)	(1		)	(4		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	2		$	2		$	4
Canada
Service cost benefit earned	$	1		$	1		$	3		$	3
Interest cost on accumulated post-retirement benefit obligation	1			1			3			4
Net periodic other post-retirement benefit cost	$	2		$	2		$	6		$	7

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Investments in and Loans to Unconsolidated Affiliates Investments in and Loans to Unconsolidated Affiliates - Summary Financial Information for DCP Midstream Presented at 100 Percent (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule of Equity Method Investments [Line Items]
Operating revenues	$ 1,103	$ 1,207	$ 3,918	$ 4,303
Operating expenses	714	825	2,582	2,944
Operating income (loss)	389	382	1,336	1,359
Net income (loss)	243	254	648	909
Net Income—Controlling Interests	174	201	459	766
Unconsolidated Affiliates [Member] | DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Operating revenues	1,851	3,480	5,763	10,936
Operating expenses	1,794	3,281	6,117	10,313
Operating income (loss)	57	199	(354)	623
Net income (loss)	25	154	(472)	449
Net Income—Controlling Interests	$ (6)	$ 81	$ (509)	$ 335

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Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Canadian Plans
Defined Benefit Plan Disclosure [Line Items]
Anticipated contributions to the defined benefit plans in 2015			$ 29
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
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	$ 2	$ 4	$ 8	$ 10
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Percentage of employer contribution to eligible pay per pay period			6.00%
Expensed pre-tax employer matching contributions	$ 4	$ 4	$ 11	$ 11

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Operating Revenues
Transportation, storage and processing of natural gas		$ 781	$ 789	$ 2,425	$ 2,456
Distribution of natural gas		160	205	1,005	1,140
Sales of natural gas liquids		41	81	138	308
Transportation of crude oil		93	77	267	218
Other		28	55	83	181
Total operating revenues		1,103	1,207	3,918	4,303
Operating Expenses
Natural gas and petroleum products purchased		76	135	627	872
Operating, maintenance and other		364	404	1,107	1,172
Depreciation and amortization		188	201	574	600
Property and other taxes		86	85	274	300
Total operating expenses		714	825	2,582	2,944
Operating Income		389	382	1,336	1,359
Other Income and Expenses
Earnings (loss) from equity investments		48	91	(117)	337
Other income and expenses, net		31	24	73	39
Total other income and expenses		79	115	(44)	376
Interest Expense		155	167	480	521
Earnings Before Income Taxes		313	330	812	1,214
Income Tax Expense		70	76	164	305
Net Income		243	254	648	909
Net Income—Noncontrolling Interests		69	53	189	143
Net Income—Controlling Interests		$ 174	$ 201	$ 459	$ 766
Weighted-average shares outstanding
Basic (in shares)		671	671	671	671
Diluted (in shares)		672	673	672	672
Earnings per share
Basic and diluted	[1]	$ 0.26	$ 0.30	$ 0.68	$ 1.14
Dividends per share		$ 0.37	$ 0.335	$ 1.11	$ 1.005

[1] Quarterly earnings-per-share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.

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Regulatory Matters - Additional Information (Detail) $ in Millions	Jul. 01, 2015 USD ($)
Union Gas Limited
Regulatory Assets [Line Items]
Regulatory Assets	$ 8

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Sep. 30, 2015	Dec. 31, 2014
Preferred stock, par (usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	22	22
Preferred stock, shares outstanding	0	0
Common stock, par (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000	1,000
Common stock, shares outstanding	671	671

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Debt and Credit Facilities - Additional Information (Detail) CAD in Millions, $ in Millions			9 Months Ended
	Sep. 17, 2015 CAD Rate	Mar. 12, 2015 USD ($)	Sep. 30, 2015	Sep. 17, 2015 USD ($) Rate
Debt Instrument [Line Items]
Document Period End Date			Sep. 30, 2015
Union Gas Limited | union three point one nine percent unsecured notes due 2025 [Member]
Debt Instrument [Line Items]
Unsecured Debt	CAD 200			$ 152
Debt Instrument, Interest Rate, Stated Percentage	3.19%			3.19%
Debt Instrument Year of Maturity	2025
Union Gas Limited | UnionFourPointTwoPercentUnsecuredNotesDue2044 [Member]
Debt Instrument [Line Items]
Unsecured Debt	CAD 250			$ 190
Debt Instrument, Interest Rate, Stated Percentage | Rate	4.20%			4.20%
Debt Instrument Year of Maturity	2044
Spectra Energy Partners, LP | four point five zero percent senior unsecured notes due 2045
Debt Instrument [Line Items]
Unsecured Debt		$ 500
Debt Instrument, Interest Rate, Stated Percentage		4.50%
Debt Instrument Year of Maturity		2045
Spectra Energy Partners, LP | three point five zero percent senior unsecured notes due 2025
Debt Instrument [Line Items]
Unsecured Debt		$ 500
Debt Instrument, Interest Rate, Stated Percentage		3.50%
Debt Instrument Year of Maturity		2025

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Marketable Securities and Restricted Funds (Tables)

9 Months Ended

Sep. 30, 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
	September 30, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	20	$	23
Money market funds	—		1
Total available-for-sale securities	$	20	$	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
	September 30, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	14		3
Investments and other assets—other	6		20
Total available-for-sale securities	$	20	$	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.

	September 30, 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)	13,615		14,326		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 Sheets Caption	September 30, 2015		December 31, 2014
		(in millions)
Bankers acceptances	Current assets—other	$	45	$	38
Canadian government securities	Current assets—other	25		30
Money market funds	Current assets—other	11		3
Canadian government securities	Investments and other assets—other	76		101
Total held-to-maturity securities		$	157	$	172

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Risk Management and Hedging Activities - Information about Interest Rate Swaps (Detail) - Interest rate swaps - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets, Assets	$ 57	$ 24
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Assets	0	0
Net Amount	$ 57	$ 24

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Commitments and Contingencies

9 Months Ended

Sep. 30, 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. We believe there are no matters outstanding that upon resolution will have a material effect on our consolidated results of operations, financial position or cash flows.

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 September 30, 2015 or December 31, 2014 related to litigation.

Other Commitments and Contingencies

See Note 15 for a discussion of guarantees and indemnifications.

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Debt and Credit Facilities (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	568	$	432
SEP (b)	2019	2,000		—		2,000
Westcoast Energy Inc. (c)	2019	300		9		291
Union Gas (d)	2019	376		—		376
Total		$	3,676	$	577	$	3,099

___________

(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 September 30, 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 September 30, 2015, this ratio was 3.4 to 1.

(c) U.S. dollar equivalent at September 30, 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 September 30, 2015.

(d) U.S. dollar equivalent at September 30, 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 66% at September 30, 2015.

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Issuances of SEP Units

9 Months Ended

Sep. 30, 2015

Noncontrolling Interest [Abstract]

Effects of Change in Noncontrolling Interest Ownership

Issuances of SEP Units

During the nine months ended September 30, 2015, SEP issued 7.3 million common units to the public under its at-the-market program and approximately 149,000 general partner units to Spectra Energy. Total net proceeds to SEP were $358 million (net proceeds to Spectra Energy were $351 million). In connection with the issuances of the units, a $78 million gain ($49 million net of tax) to Additional Paid-in Capital and a $281 million increase in Equity-Noncontrolling Interests were recorded during the nine months ended September 30, 2015. The issuances decreased Spectra Energy’s ownership in SEP from 82% to 80% at September 30, 2015.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions)
Net income-controlling interests	$	174	$	201	$	459	$	766
Increase in additional paid-in capital resulting from issuances of SEP units	24		14		49		43
Total net income-controlling interests and changes in equity-controlling interests	$	198	$	215	$	508	$	809

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Guarantees and Indemnifications - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($)
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 Interests	100.00%

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Net Income	$ 648	$ 909
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	584	610
Deferred income tax expense	78	283
(Earnings) loss from equity investments	117	(337)
Distributions received from unconsolidated affiliates	145	280
Other	251	(199)
Net cash provided by (used in) operating activities	1,823	1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1,817)	(1,429)
Investments in and loans to unconsolidated affiliates	(91)	(229)
Purchases of held-to-maturity securities	(463)	(584)
Proceeds from sales and maturities of held-to-maturity securities	457	576
Purchases of available-for-sale securities	0	(13)
Proceeds from sales and maturities of available-for-sale securities	1	7
Distributions received from unconsolidated affiliates	441	252
Other changes in restricted funds	(24)	(1)
Other	(7)	0
Net cash provided by (used in) investing activities	(1,503)	(1,421)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,332	1,028
Payments for the redemption of long-term debt	(153)	(1,145)
Net increase (decrease) in commercial paper	(984)	393
Distributions to noncontrolling interests	(140)	(128)
Contributions from noncontrolling interests	164	139
Proceeds from the issuances of Spectra Energy Partners, LP common units	351	277
Dividends paid on common stock	(747)	(677)
Other	(14)	11
Net cash provided by (used in) financing activities	(191)	(102)
Effect of exchange rate changes on cash	(6)	(3)
Net increase in cash and cash equivalents	123	20
Cash and cash equivalents at beginning of period	215	201
Cash and cash equivalents at end of period	338	221
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 276	$ 125

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net Income	$ 243	$ 254	$ 648	$ 909
Other comprehensive income (loss):
Foreign currency translation adjustments	(350)	(304)	(755)	(329)
Non-cash mark-to-market net gain on hedges	0	0	0	3
Reclassification of cash flow hedges into earnings	0	2	0	5
Pension and benefits impact (net of taxes of $3, $3, $8 and $9, respectively)	6	6	19	19
Other	1	0	1	0
Total other comprehensive income (loss)	(343)	(296)	(735)	(302)
Total Comprehensive Income (Loss), net of tax	(100)	(42)	(87)	607
Less: Comprehensive Income—Noncontrolling Interests	64	50	178	139
Comprehensive Income (Loss)—Controlling Interests	$ (164)	$ (92)	$ (265)	$ 468

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Goodwill Goodwill

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure [Text Block]

Goodwill

We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2015 and no impairments were identified.

We perform our annual review for goodwill impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, except for the reporting units of our Western Canada Transmission & Processing and Spectra Energy Partners reportable segments, which are one level below.

As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.

Our Empress NGL and BC Field Services businesses, reporting units within Western Canada Transmission & Processing, are affected by commodity prices. We performed our Empress NGL and BC Field Services reporting units’ impairment tests and concluded that there was no impairment of goodwill for either business unit.

See Note 8 for discussion related to the partial impairment of goodwill recognized by DCP Midstream.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2015 shares
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
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	671,410,743

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Marketable Securities and Restricted Funds

9 Months Ended

Sep. 30, 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, bankers acceptances, corporate debt securities, treasury bills and money market funds in the U.S. 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
	September 30, 2015		December 31, 2014
	(in millions)
Corporate debt securities	$	20	$	23
Money market funds	—		1
Total available-for-sale securities	$	20	$	24

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

	Estimated Fair Value
	September 30, 2015		December 31, 2014
	(in millions)
Restricted funds
Investments and other assets—other	$	—	$	1
Non-restricted funds
Current assets—other	14		3
Investments and other assets—other	6		20
Total available-for-sale securities	$	20	$	24

At September 30, 2015, the weighted-average contractual maturity of outstanding AFS securities was less than one year.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at September 30, 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 Sheets Caption	September 30, 2015		December 31, 2014
		(in millions)
Bankers acceptances	Current assets—other	$	45	$	38
Canadian government securities	Current assets—other	25		30
Money market funds	Current assets—other	11		3
Canadian government securities	Investments and other assets—other	76		101
Total held-to-maturity securities		$	157	$	172

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte (our crude oil pipeline system) 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 September 30, 2015.

At September 30, 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 September 30, 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 September 30, 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 $29 million at September 30, 2015 and $6 million at December 31, 2014 classified as Investments and Other Assets—Other. $14 million of these restricted funds are related to funds held and collected from customers for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements and $15 million are related to certain construction projects.

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

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Condensed Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax	$ 3	$ 3	$ 8	$ 9

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Income Taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense was $70 million for the three months ended September 30, 2015, compared to $76 million for the same period in 2014. Income tax expense was $164 million for the nine months ended September 30, 2015, compared to $305 million for the same period in 2014. The lower tax expense for the nine months ended September 30, 2015 was primarily attributable to the $74 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream, lower earnings and the effect of a weaker Canadian dollar.

The effective income tax rate was 22% for the three months ended September 30, 2015 compared to 23% for the same period in 2014. The effective income tax rate was 20% for the nine months ended September 30, 2015, compared to 25% for the same period in 2014. The lower effective income tax rate for the nine months ended September 30, 2015 was primarily attributable to the $74 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream.

There was a $5 million increase in unrecognized tax benefits recorded during the nine months ended September 30, 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 September 30, 2016.

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Regulatory Matters

9 Months Ended

Sep. 30, 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. In June 2015, a decision from the OEB was received approving recovery from ratepayers of approximately $8 million effective July 1, 2015.

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Guarantees and Indemnifications

9 Months Ended

Sep. 30, 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 September 30, 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 September 30, 2015, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

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Debt and Credit Facilities

9 Months Ended

Sep. 30, 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 September 30, 2015		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2019	$	1,000	$	568	$	432
SEP (b)	2019	2,000		—		2,000
Westcoast Energy Inc. (c)	2019	300		9		291
Union Gas (d)	2019	376		—		376
Total		$	3,676	$	577	$	3,099

___________

(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 September 30, 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 September 30, 2015, this ratio was 3.4 to 1.

(c) U.S. dollar equivalent at September 30, 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 September 30, 2015.

(d) U.S. dollar equivalent at September 30, 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 66% at September 30, 2015.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of September 30, 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 September 30, 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 September 17, 2015, Union Gas issued 200 million Canadian dollars (approximately $152 million as of the issuance date) of 3.19% unsecured notes due 2025 and 250 million Canadian dollars (approximately $190 million as of the issuance date) of 4.20% unsecured notes due 2044. Net proceeds from the offerings were used to repay a portion of short-term debt, to fund capital expenditures and for general corporate purposes.

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.

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Inventory

9 Months Ended

Sep. 30, 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:

	September 30, 2015		December 31, 2014
	(in millions)
Natural gas	$	226	$	211
NGLs	49		28
Materials and supplies	69		74
Total inventory	$	344	$	313

Non-cash charges totaling $8 million in 2015 ($6 million after tax) and $19 million in 2014 ($14 million after tax) were recorded to Natural Gas and Petroleum Products Purchased on the Condensed Consolidated Statements of Operations to reduce propane inventory at our Empress operations at Western Canada Transmission & Processing to estimated net realizable value.

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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	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 381	$ 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	328	132
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	53	78
Cash and cash equivalents | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	251	85
Cash and cash equivalents | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	251	85
Other Current Assets | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	14	3
Other Current Assets | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	45	57
Other Current Assets | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	2
Other Current Assets | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	14	3
Other Current Assets | Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	2
Other Current Assets | Level 3 | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	45	57
Investments and other assets - other | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	20
Investments and other assets - other | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	8	21
Investments and other assets - other | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets		22
Investments and other assets - other | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets		1
Investments and other assets - other | Level 1 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets		1
Investments and other assets - other | Level 2 | Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	20
Investments and other assets - other | Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	56	22
Investments and other assets - other | Level 3 | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	8	$ 21
Other Assets Noncurrent [Member] | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 56

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Earnings per Common Share

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in millions, except per-share amounts)
Net income—controlling interests	$	174	$	201	$	459	$	766
Weighted-average common shares outstanding
Basic	671		671		671		671
Diluted	672		673		672		672
Basic and diluted earnings per common share (a)	$	0.26	$	0.30	$	0.68	$	1.14

___________________

(a)    Quarterly earnings-per-share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 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)
June 30, 2015	$	617		$	(338	)		$	—		$	(3	)	$	276
Other AOCI activity	(345		)	6				—			1			(338		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
June 30, 2014	$	1,533		$	(291	)		$	(6	)	$	—		$	1,236
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(301		)	6				—			—			(295		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943
December 31, 2014	$	1,016		$	(351	)		$	(3	)	$	—		$	662
Other AOCI activity	(744		)	19				3			(2		)	(724		)
September 30, 2015	$	272		$	(332	)		$	—		$	(2	)	$	(62	)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				4			1			5
Other AOCI activity	(325		)	19				3			—			(303		)
September 30, 2014	$	1,232		$	(285	)		$	(4	)	$	—		$	943

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

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Investments in and Loans to Unconsolidated Affiliates

9 Months Ended

Sep. 30, 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 September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
	(in millions)
Operating revenues	$	1,851		$	3,480	$	5,763		$	10,936
Operating expenses	1,794			3,281		6,117			10,313
Operating income (loss)	57			199		(354		)	623
Net income (loss)	25			154		(472		)	449
Net income (loss) attributable to members’ interests	(6		)	81		(509		)	335

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 $11 million in the third quarter of 2014, and $2 million and $68 million during the nine month periods ending September 30, 2015 and 2014, respectively, are reflected in Earnings (Loss) From Equity Investments in the Condensed Consolidated Statements of Operations.

Due to the significant downturn in commodity prices, DCP Midstream performed a goodwill impairment test which was finalized in the third quarter of 2015. The impairment test was based on an internal discounted cash flow model taking into account various observable and non-observable factors, such as prices, volumes, expenses and discount rate. The impairment test resulted in DCP Midstream’s recognition of a $460 million goodwill impairment, which reduced our equity earnings from DCP Midstream by $123 million after-tax for the nine month period ending September 30, 2015.

Due to the partial impairment of goodwill recognized by DCP Midstream, we assessed our equity investment in DCP Midstream and determined that no indicators of impairment were noted.

Related Party Transaction

During the third quarter of 2015, Gulfstream Natural Gas System, LLC (Gulfstream) issued unsecured debt of $800 million to fund the repayment of its current debt. Gulfstream distributed $396 million of proceeds to us, which we will contribute back to Gulfstream as its current debt matures, $248 million in the fourth quarter of 2015 and the remaining $148 million in the first half of 2016. At September 30, 2015, our Condensed Consolidated Balance Sheets include $396 million in Current Liabilities—Other related to this matter.

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Risk Management and Hedging Activities - Additional Information (Detail) gal in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($) gal
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate hedges	$ 2,094
Commodity Contract
Derivative [Line Items]
Underlying, Derivative Volume | gal	171
Derivative, Term of Contract	2018

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Risk Management and Hedging Activities - Commodity derivative assets and liabilities offsetting (Details) - Commodity Contract - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Derivative Assets And Liabilities Offsetting Table Text Block [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 136	$ 169
Derivative Liability, Fair Value, Gross Liability	83	91
Derivative Asset, Fair Value, Amount Offset Against Liabilities	83	91
Derivative Liability, Fair Value, Amount Offset Against Assets	83	91
Net Amounts Presented in the Condensed Consolidated Balance Sheet, Assets	53	78
Net Amounts Presented in the Condensed Consolidated Balance Sheets, Liabilities	$ 0	$ 0

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Fair Value Measurements - Additional Information (Details) - Commodity Contract - Scenario, Forecast	9 Months Ended
	Sep. 30, 2015 USD ($)
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)	$ 17,000,000

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Investments in and Loans to Unconsolidated Affiliates (Tables)

9 Months Ended

Sep. 30, 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 September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
	(in millions)
Operating revenues	$	1,851		$	3,480	$	5,763		$	10,936
Operating expenses	1,794			3,281		6,117			10,313
Operating income (loss)	57			199		(354		)	623
Net income (loss)	25			154		(472		)	449
Net income (loss) attributable to members’ interests	(6		)	81		(509		)	335

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Investments in and Loans to Unconsolidated Affiliates - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule of Equity Method Investments [Line Items]
Earnings (loss) from equity investments	$ 48	$ 91	$ (117)	$ 337
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%		50.00%
Earnings (loss) from equity investments	$ 0	$ 11	$ 2	$ 68
Goodwill, Impairment Loss			460
loss on equity investment due to impairment of goodwill			$ 123

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Risk Management and Hedging Activities

9 Months Ended

Sep. 30, 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 the interest rate swaps and commodity derivatives as described below, we did not have significant derivatives outstanding during the nine months ended September 30, 2015.

Interest Rate Swaps

At September 30, 2015, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $2,094 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:

	September 30, 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	$	57	$	—	$	57	$	24	$	—	$	24

Commodity Derivatives

At September 30, 2015, we had commodity mark-to-market derivatives outstanding with a total notional amount of 171 million gallons. The longest dated commodity derivative contract we currently have expires in 2018.

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

	September 30, 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	$	136	$	83	$	53	$	169	$	91	$	78
Liabilities	83		83		—		91		91		—

Substantially all of our commodity derivative agreements outstanding at September 30, 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 September 30,				Nine Months Ended September 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2015		2014		2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	13	$	7	$	25	$	—

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Consolidating Financial Information

9 Months Ended

Sep. 30, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Financial Information

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 September 30, 2015
Total operating revenues	$	—		$	—		$	1,105	$	(2	)	$	1,103
Total operating expenses	2			(1		)	715		(2		)	714
Operating income (loss)	(2		)	1			390		—			389
Earnings from equity investments	—			—			48		—			48
Equity in earnings of consolidated subsidiaries	170			307			—		(477		)	—
Other income and expenses, net	—			(1		)	32		—			31
Interest expense	—			61			94		—			155
Earnings before income taxes	168			246			376		(477		)	313
Income tax expense (benefit)	(6		)	76			—		—			70
Net income	174			170			376		(477		)	243
Net income—noncontrolling interests	—			—			69		—			69
Net income—controlling interests	$	174		$	170		$	307	$	(477	)	$	174
Three Months Ended September 30, 2014
Total operating revenues	—			—			1,209		(2		)	1,207
Total operating expenses	1			—			826		(2		)	825
Operating income (loss)	(1		)	—			383		—			382
Earnings from equity investments	—			—			91		—			91
Equity in earnings of consolidated subsidiaries	194			329			—		(523		)	—
Other income and expenses, net	(2		)	5			20		1			24
Interest expense	—			64			102		1			167
Earnings before income taxes	191			270			392		(523		)	330
Income tax expense (benefit)	(10		)	76			10		—			76
Net income	201			194			382		(523		)	254
Net income—noncontrolling interests	—			—			53		—			53
Net income—controlling interests	$	201		$	194		$	329	$	(523	)	$	201

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Nine Months Ended September 30, 2015
Total operating revenues	$	—		$	—		$	3,921		$	(3	)	$	3,918
Total operating expenses	5			(2		)	2,582			(3		)	2,582
Operating income (loss)	(5		)	2			1,339			—			1,336
Loss from equity investments	—			—			(117		)	—			(117		)
Equity in earnings of consolidated subsidiaries	445			790			—			(1,235		)	—
Other income and expenses, net	—			(1		)	74			—			73
Interest expense	—			183			297			—			480
Earnings before income taxes	440			608			999			(1,235		)	812
Income tax expense (benefit)	(19		)	163			20			—			164
Net income	459			445			979			(1,235		)	648
Net income—noncontrolling interests	—			—			189			—			189
Net income—controlling interests	$	459		$	445		$	790		$	(1,235	)	$	459
Nine Months Ended September 30, 2014
Total operating revenues	$	—		$	—		$	4,306		$	(3	)	$	4,303
Total operating expenses	5			1			2,941			(3		)	2,944
Operating income (loss)	(5		)	(1		)	1,365			—			1,359
Earnings from equity investments	—			—			337			—			337
Equity in earnings of consolidated subsidiaries	734			1,228			—			(1,962		)	—
Other income and expenses, net	(4		)	6			36			1			39
Interest expense	—			195			325			1			521
Earnings before income taxes	725			1,038			1,413			(1,962		)	1,214
Income tax expense (benefit)	(41		)	304			42			—			305
Net income	766			734			1,371			(1,962		)	909
Net income—noncontrolling interests	—			—			143			—			143
Net income—controlling interests	$	766		$	734		$	1,228		$	(1,962	)	$	766

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 September 30, 2015
Net income	$	174	$	170	$	376		$	(477	)	$	243
Other comprehensive income (loss)	2		1		(346		)	—			(343		)
Total comprehensive income (loss), net of tax	176		171		30			(477		)	(100		)
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income (loss)—controlling interests	$	176	$	171	$	(34	)	$	(477	)	$	(164	)
Three Months Ended September 30, 2014
Net income	$	201	$	194	$	382		$	(523	)	$	254
Other comprehensive income (loss)	2		1		(299		)	—			(296		)
Total comprehensive income (loss), net of tax	203		195		83			(523		)	(42		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	203	$	195	$	33		$	(523	)	$	(92	)
Nine Months Ended September 30, 2015
Net income	$	459	$	445	$	979		$	(1,235	)	$	648
Other comprehensive income (loss)	5		1		(741		)	—			(735		)
Total comprehensive income (loss), net of tax	464		446		238			(1,235		)	(87		)
Less: comprehensive income—noncontrolling interests	—		—		178			—			178
Comprehensive income (loss)—controlling interests	$	464	$	446	$	60		$	(1,235	)	$	(265	)
Nine Months Ended September 30, 2014
Net income	$	766	$	734	$	1,371		$	(1,962	)	$	909
Other comprehensive income (loss)	6		1		(309		)	—			(302		)
Total comprehensive income, net of tax	772		735		1,062			(1,962		)	607
Less: comprehensive income—noncontrolling interests	—		—		139			—			139
Comprehensive income—controlling interests	$	772	$	735	$	923		$	(1,962	)	$	468

Spectra Energy Corp

Condensed Consolidating Balance Sheet

September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	337	$	—		$	338
Receivables—consolidated subsidiaries	22		—		9		(31		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	2		—		840		—			842
Other current assets	4		1		654		—			659
Total current assets	28		2		2,228		(419		)	1,839
Investments in and loans to unconsolidated affiliates	—		—		2,741		—			2,741
Investments in consolidated subsidiaries	14,371		20,206		—		(34,577		)	—
Advances receivable—consolidated subsidiaries	—		5,221		1,134		(6,355		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,534		—			4,534
Other assets	40		35		263		—			338
Net property, plant and equipment	—		—		22,438		—			22,438
Regulatory assets and deferred debits	2		13		1,354		—			1,369
Total Assets	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259
Accounts payable	$	4	$	2	$	642	$	—		$	648
Accounts payable—consolidated subsidiaries	—		31		—		(31		)	—
Commercial paper	—		568		9		—			577
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		15		65		—			82
Current maturities of long-term debt	—		—		766		—			766
Other current liabilities	79		49		1,206		—			1,334
Total current liabilities	85		1,053		2,688		(419		)	3,407
Long-term debt	—		2,913		9,985		—			12,898
Advances payable—consolidated subsidiaries	6,355		—		—		(6,355		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	785		4,340		1,640		—			6,765
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,216		14,371		20,206		(34,577		)	7,216
Noncontrolling interests	—		—		2,715		—			2,715
Total equity	7,216		14,371		22,921		(34,577		)	9,931
Total Liabilities and Equity	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259

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		)	—
Notes receivable—current—consolidated subsidiaries	—		—		398		(398		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,665		(427		)	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	—		—		2,800		(2,800		)	—
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

Nine Months Ended September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	459		$	445		$	979		$	(1,235	)	$	648
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			584			—			584
Loss from equity investments	—			—			117			—			117
Equity in earnings of consolidated subsidiaries	(445		)	(790		)	—			1,235			—
Distributions received from unconsolidated affiliates	—			—			145			—			145
Other	44			109			176			—			329
Net cash provided by (used in) operating activities	58			(236		)	2,001			—			1,823
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,817		)	—			(1,817		)
Investments in and loans to unconsolidated affiliates	—			—			(91		)	—			(91		)
Purchases of held-to-maturity securities	—			—			(463		)	—			(463		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			457			—			457
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			441			—			441
Advances (to) from affiliates	(82		)	62			—			20			—
Other changes in restricted funds	—			—			(24		)	—			(24		)
Other	—			—			(7		)	—			(7		)
Net cash provided by (used in) investing activities	(82		)	62			(1,503		)	20			(1,503		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			1,332			—			1,332
Payments for the redemption of long-term debt	—			—			(153		)	—			(153		)
Net increase (decrease) in commercial paper	—			170			(1,154		)	—			(984		)
Distributions to noncontrolling interests	—			—			(140		)	—			(140		)
Contributions from noncontrolling interests	—			—			164			—			164
Proceeds from the issuance of SEP common units	—			—			351			—			351
Dividends paid on common stock	(747		)	—			—			—			(747		)
Distributions and advances from (to) affiliates	774			4			(758		)	(20		)	—
Other	(3		)	—			(11		)	—			(14		)
Net cash provided by (used in) financing activities	24			174			(369		)	(20		)	(191		)
Effect of exchange rate changes on cash	—			—			(6		)	—			(6		)
Net increase in cash and cash equivalents	—			—			123			—			123
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	337		$	—		$	338

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	766		$	734		$	1,371		$	(1,962	)	$	909
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			610			—			610
Earnings from equity investments	—			—			(337		)	—			(337		)
Equity in earnings of consolidated subsidiaries	(734		)	(1,228		)	—			1,962			—
Distributions received from unconsolidated affiliates	—			—			280			—			280
Other	(16		)	259			(159		)	—			84
Net cash provided by (used in) operating activities	16			(235		)	1,765			—			1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,429		)	—			(1,429		)
Investments in and loans to unconsolidated affiliates	—			—			(229		)	—			(229		)
Purchases of held-to-maturity securities	—			—			(584		)	—			(584		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			576			—			576
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			7			—			7
Distributions received from unconsolidated affiliates	—			—			252			—			252
Advances from affiliates	93			433			—			(526		)	—
Other changes in restricted funds	—			—			(1		)	—			(1		)
Net cash provided by (used in) investing activities	93			433			(1,421		)	(526		)	(1,421		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			728			—			1,028
Payments for the redemption of long-term debt	—			(557		)	(588		)	—			(1,145		)
Net increase in commercial paper	—			33			360			—			393
Distributions to noncontrolling interests	—			—			(128		)	—			(128		)
Contributions from noncontrolling interests	—			—			139			—			139
Proceeds from the issuance of SEP common units	—			—			277			—			277
Dividends paid on common stock	(677		)	—			—			—			(677		)
Distributions and advances from (to) affiliates	558			15			(1,099		)	526			—
Other	10			—			1			—			11
Net cash used in financing activities	(109		)	(209		)	(310		)	526			(102		)
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(11		)	31			—			20
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	1		$	220		$	—		$	221

XML

Inventory - Components of Inventory (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Natural gas	$ 226	$ 211
NGLs	49	28
Materials and supplies	69	74
Total inventory	$ 344	$ 313

XML

Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2015
Total operating revenues	$	—		$	—		$	1,105	$	(2	)	$	1,103
Total operating expenses	2			(1		)	715		(2		)	714
Operating income (loss)	(2		)	1			390		—			389
Earnings from equity investments	—			—			48		—			48
Equity in earnings of consolidated subsidiaries	170			307			—		(477		)	—
Other income and expenses, net	—			(1		)	32		—			31
Interest expense	—			61			94		—			155
Earnings before income taxes	168			246			376		(477		)	313
Income tax expense (benefit)	(6		)	76			—		—			70
Net income	174			170			376		(477		)	243
Net income—noncontrolling interests	—			—			69		—			69
Net income—controlling interests	$	174		$	170		$	307	$	(477	)	$	174
Three Months Ended September 30, 2014
Total operating revenues	—			—			1,209		(2		)	1,207
Total operating expenses	1			—			826		(2		)	825
Operating income (loss)	(1		)	—			383		—			382
Earnings from equity investments	—			—			91		—			91
Equity in earnings of consolidated subsidiaries	194			329			—		(523		)	—
Other income and expenses, net	(2		)	5			20		1			24
Interest expense	—			64			102		1			167
Earnings before income taxes	191			270			392		(523		)	330
Income tax expense (benefit)	(10		)	76			10		—			76
Net income	201			194			382		(523		)	254
Net income—noncontrolling interests	—			—			53		—			53
Net income—controlling interests	$	201		$	194		$	329	$	(523	)	$	201

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Nine Months Ended September 30, 2015
Total operating revenues	$	—		$	—		$	3,921		$	(3	)	$	3,918
Total operating expenses	5			(2		)	2,582			(3		)	2,582
Operating income (loss)	(5		)	2			1,339			—			1,336
Loss from equity investments	—			—			(117		)	—			(117		)
Equity in earnings of consolidated subsidiaries	445			790			—			(1,235		)	—
Other income and expenses, net	—			(1		)	74			—			73
Interest expense	—			183			297			—			480
Earnings before income taxes	440			608			999			(1,235		)	812
Income tax expense (benefit)	(19		)	163			20			—			164
Net income	459			445			979			(1,235		)	648
Net income—noncontrolling interests	—			—			189			—			189
Net income—controlling interests	$	459		$	445		$	790		$	(1,235	)	$	459
Nine Months Ended September 30, 2014
Total operating revenues	$	—		$	—		$	4,306		$	(3	)	$	4,303
Total operating expenses	5			1			2,941			(3		)	2,944
Operating income (loss)	(5		)	(1		)	1,365			—			1,359
Earnings from equity investments	—			—			337			—			337
Equity in earnings of consolidated subsidiaries	734			1,228			—			(1,962		)	—
Other income and expenses, net	(4		)	6			36			1			39
Interest expense	—			195			325			1			521
Earnings before income taxes	725			1,038			1,413			(1,962		)	1,214
Income tax expense (benefit)	(41		)	304			42			—			305
Net income	766			734			1,371			(1,962		)	909
Net income—noncontrolling interests	—			—			143			—			143
Net income—controlling interests	$	766		$	734		$	1,228		$	(1,962	)	$	766

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 September 30, 2015
Net income	$	174	$	170	$	376		$	(477	)	$	243
Other comprehensive income (loss)	2		1		(346		)	—			(343		)
Total comprehensive income (loss), net of tax	176		171		30			(477		)	(100		)
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income (loss)—controlling interests	$	176	$	171	$	(34	)	$	(477	)	$	(164	)
Three Months Ended September 30, 2014
Net income	$	201	$	194	$	382		$	(523	)	$	254
Other comprehensive income (loss)	2		1		(299		)	—			(296		)
Total comprehensive income (loss), net of tax	203		195		83			(523		)	(42		)
Less: comprehensive income—noncontrolling interests	—		—		50			—			50
Comprehensive income (loss)—controlling interests	$	203	$	195	$	33		$	(523	)	$	(92	)
Nine Months Ended September 30, 2015
Net income	$	459	$	445	$	979		$	(1,235	)	$	648
Other comprehensive income (loss)	5		1		(741		)	—			(735		)
Total comprehensive income (loss), net of tax	464		446		238			(1,235		)	(87		)
Less: comprehensive income—noncontrolling interests	—		—		178			—			178
Comprehensive income (loss)—controlling interests	$	464	$	446	$	60		$	(1,235	)	$	(265	)
Nine Months Ended September 30, 2014
Net income	$	766	$	734	$	1,371		$	(1,962	)	$	909
Other comprehensive income (loss)	6		1		(309		)	—			(302		)
Total comprehensive income, net of tax	772		735		1,062			(1,962		)	607
Less: comprehensive income—noncontrolling interests	—		—		139			—			139
Comprehensive income—controlling interests	$	772	$	735	$	923		$	(1,962	)	$	468

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	337	$	—		$	338
Receivables—consolidated subsidiaries	22		—		9		(31		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	2		—		840		—			842
Other current assets	4		1		654		—			659
Total current assets	28		2		2,228		(419		)	1,839
Investments in and loans to unconsolidated affiliates	—		—		2,741		—			2,741
Investments in consolidated subsidiaries	14,371		20,206		—		(34,577		)	—
Advances receivable—consolidated subsidiaries	—		5,221		1,134		(6,355		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,534		—			4,534
Other assets	40		35		263		—			338
Net property, plant and equipment	—		—		22,438		—			22,438
Regulatory assets and deferred debits	2		13		1,354		—			1,369
Total Assets	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259
Accounts payable	$	4	$	2	$	642	$	—		$	648
Accounts payable—consolidated subsidiaries	—		31		—		(31		)	—
Commercial paper	—		568		9		—			577
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		15		65		—			82
Current maturities of long-term debt	—		—		766		—			766
Other current liabilities	79		49		1,206		—			1,334
Total current liabilities	85		1,053		2,688		(419		)	3,407
Long-term debt	—		2,913		9,985		—			12,898
Advances payable—consolidated subsidiaries	6,355		—		—		(6,355		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	785		4,340		1,640		—			6,765
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	7,216		14,371		20,206		(34,577		)	7,216
Noncontrolling interests	—		—		2,715		—			2,715
Total equity	7,216		14,371		22,921		(34,577		)	9,931
Total Liabilities and Equity	$	14,441	$	25,477	$	37,492	$	(44,151	)	$	33,259

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		)	—
Notes receivable—current—consolidated subsidiaries	—		—		398		(398		)	—
Receivables—other	2		—		1,334		—			1,336
Other current assets	71		2		708		—			781
Total current assets	91		3		2,665		(427		)	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	—		—		2,800		(2,800		)	—
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

Nine Months Ended September 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	459		$	445		$	979		$	(1,235	)	$	648
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			584			—			584
Loss from equity investments	—			—			117			—			117
Equity in earnings of consolidated subsidiaries	(445		)	(790		)	—			1,235			—
Distributions received from unconsolidated affiliates	—			—			145			—			145
Other	44			109			176			—			329
Net cash provided by (used in) operating activities	58			(236		)	2,001			—			1,823
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,817		)	—			(1,817		)
Investments in and loans to unconsolidated affiliates	—			—			(91		)	—			(91		)
Purchases of held-to-maturity securities	—			—			(463		)	—			(463		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			457			—			457
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions received from unconsolidated affiliates	—			—			441			—			441
Advances (to) from affiliates	(82		)	62			—			20			—
Other changes in restricted funds	—			—			(24		)	—			(24		)
Other	—			—			(7		)	—			(7		)
Net cash provided by (used in) investing activities	(82		)	62			(1,503		)	20			(1,503		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			1,332			—			1,332
Payments for the redemption of long-term debt	—			—			(153		)	—			(153		)
Net increase (decrease) in commercial paper	—			170			(1,154		)	—			(984		)
Distributions to noncontrolling interests	—			—			(140		)	—			(140		)
Contributions from noncontrolling interests	—			—			164			—			164
Proceeds from the issuance of SEP common units	—			—			351			—			351
Dividends paid on common stock	(747		)	—			—			—			(747		)
Distributions and advances from (to) affiliates	774			4			(758		)	(20		)	—
Other	(3		)	—			(11		)	—			(14		)
Net cash provided by (used in) financing activities	24			174			(369		)	(20		)	(191		)
Effect of exchange rate changes on cash	—			—			(6		)	—			(6		)
Net increase in cash and cash equivalents	—			—			123			—			123
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	1		$	337		$	—		$	338

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	766		$	734		$	1,371		$	(1,962	)	$	909
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			610			—			610
Earnings from equity investments	—			—			(337		)	—			(337		)
Equity in earnings of consolidated subsidiaries	(734		)	(1,228		)	—			1,962			—
Distributions received from unconsolidated affiliates	—			—			280			—			280
Other	(16		)	259			(159		)	—			84
Net cash provided by (used in) operating activities	16			(235		)	1,765			—			1,546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,429		)	—			(1,429		)
Investments in and loans to unconsolidated affiliates	—			—			(229		)	—			(229		)
Purchases of held-to-maturity securities	—			—			(584		)	—			(584		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			576			—			576
Purchases of available-for-sale securities	—			—			(13		)	—			(13		)
Proceeds from sales and maturities of available-for-sale securities	—			—			7			—			7
Distributions received from unconsolidated affiliates	—			—			252			—			252
Advances from affiliates	93			433			—			(526		)	—
Other changes in restricted funds	—			—			(1		)	—			(1		)
Net cash provided by (used in) investing activities	93			433			(1,421		)	(526		)	(1,421		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			300			728			—			1,028
Payments for the redemption of long-term debt	—			(557		)	(588		)	—			(1,145		)
Net increase in commercial paper	—			33			360			—			393
Distributions to noncontrolling interests	—			—			(128		)	—			(128		)
Contributions from noncontrolling interests	—			—			139			—			139
Proceeds from the issuance of SEP common units	—			—			277			—			277
Dividends paid on common stock	(677		)	—			—			—			(677		)
Distributions and advances from (to) affiliates	558			15			(1,099		)	526			—
Other	10			—			1			—			11
Net cash used in financing activities	(109		)	(209		)	(310		)	526			(102		)
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(11		)	31			—			20
Cash and cash equivalents at beginning of period	—			12			189			—			201
Cash and cash equivalents at end of period	$	—		$	1		$	220		$	—		$	221

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 338	$ 215
Receivables, net	842	1,336
Inventory	344	313
Fuel Tracker	56	102
Other	259	366
Total current assets	1,839	2,332
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,741	2,966
Goodwill	4,534	4,714
Other	338	327
Total investments and other assets	7,613	8,007
Property, Plant and Equipment
Cost	29,303	29,211
Less accumulated depreciation and amortization	6,865	6,904
Net property, plant and equipment	22,438	22,307
Regulatory Assets and Deferred Debits	1,369	1,394
Total Assets	33,259	34,040
Current Liabilities
Accounts payable	648	458
Commercial paper	577	1,583
Taxes accrued	82	91
Interest accrued	141	181
Current maturities of long-term debt	766	327
Other	1,193	1,169
Total current liabilities	3,407	3,809
Long-term Debt	12,898	12,769
Deferred Credits and Other Liabilities
Deferred income taxes	5,479	5,405
Regulatory and other	1,286	1,401
Total deferred credits and other liabilities	$ 6,765	$ 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 September 30, 2015 and December 31, 2014	1	1
Additional paid-in capital	5,024	4,956
Retained earnings	2,253	2,541
Accumulated other comprehensive income (loss)	(62)	662
Total controlling interests	7,216	8,160
Noncontrolling interests	2,715	2,238
Total equity	9,931	10,398
Total Liabilities and Equity	$ 33,259	$ 34,040

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Business Segments

9 Months Ended

Sep. 30, 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.

Spectra Energy’s presentation of its 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. From a Spectra Energy perspective, our CODM evaluates the Spectra Energy Partners segment as a whole, without regard to any of SEP’s individual businesses.

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 southern U.S. 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 U.S. 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 U.S. and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, 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 September 30, 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 September 30, 2015
Spectra Energy Partners	$	612	$	—		$	612		$	74	$	488
Distribution	209		—			209			43		70
Western Canada Transmission & Processing	279		9			288			59		117
Field Services	—		—			—			—		(3		)
Total reportable segments	1,100		9			1,109			176		672
Other	3		16			19			12		(12		)
Eliminations	—		(25		)	(25		)	—		—
Depreciation and amortization	—		—			—			—		188
Interest expense	—		—			—			—		155
Interest income and other (a)	—		—			—			—		(4		)
Total consolidated	$	1,103	$	—		$	1,103		$	188	$	313
Three Months Ended September 30, 2014
Spectra Energy Partners	$	558	$	—		$	558		$	73	$	422
Distribution	260		—			260			49		82
Western Canada Transmission & Processing	387		30			417			69		156
Field Services	—		—			—			—		51
Total reportable segments	1,205		30			1,235			191		711
Other	2		15			17			10		(19		)
Eliminations	—		(45		)	(45		)	—		—
Depreciation and amortization	—		—			—			—		201
Interest expense	—		—			—			—		167
Interest income and other (a)	—		—			—			—		6
Total consolidated	$	1,207	$	—		$	1,207		$	201	$	330
Nine Months Ended September 30, 2015
Spectra Energy Partners	$	1,821	$	—		$	1,821		$	220	$	1,421
Distribution	1,161		—			1,161			133		360
Western Canada Transmission & Processing	929		33			962			184		382
Field Services	—		—			—			—		(253		)
Total reportable segments	3,911		33			3,944			537		1,910
Other	7		47			54			37		(39		)
Eliminations	—		(80		)	(80		)	—		—
Depreciation and amortization	—		—			—			—		574
Interest expense	—		—			—			—		480
Interest income and other (a)	—		—			—			—		(5		)
Total consolidated	$	3,918	$	—		$	3,918		$	574	$	812
Nine Months Ended September 30, 2014
Spectra Energy Partners	$	1,670	$	—		$	1,670		$	218	$	1,225
Distribution	1,338		—			1,338			146		420
Western Canada Transmission & Processing	1,288		95			1,383			204		504
Field Services	—		—			—			—		235
Total reportable segments	4,296		95			4,391			568		2,384
Other	7		47			54			32		(60		)
Eliminations	—		(142		)	(142		)	—		—
Depreciation and amortization	—		—			—			—		600
Interest expense	—		—			—			—		521
Interest income and other (a)	—		—			—			—		11
Total consolidated	$	4,303	$	—		$	4,303		$	600	$	1,214

___________________________________

(a) Includes foreign currency transaction gains and losses related to segment EBITDA.

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Debt and Credit Facilities - Available Credit Facilities and Restrictive Debt Covenants (Detail) CAD in Millions, $ in Millions		9 Months Ended
		Sep. 30, 2015 CAD	Sep. 30, 2015 USD ($)		Dec. 31, 2014 USD ($)
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity			$ 3,676
Commercial Paper Outstanding			577		$ 1,583
Available Credit Facilities Capacity			3,099
Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Line Of Credit Year of Maturity	[1]	2019
Total Credit Facilities Capacity	[1]		1,000
Commercial Paper Outstanding			568	[1]	$ 398
Available Credit Facilities Capacity	[1]		432
Spectra Energy Partners, LP
Line of Credit Facility [Line Items]
Line Of Credit Year of Maturity	[2]	2019
Total Credit Facilities Capacity	[2]		2,000
Commercial Paper Outstanding	[2]		0
Available Credit Facilities Capacity	[2]		2,000
Westcoast Energy Inc.
Line of Credit Facility [Line Items]
Line Of Credit Year of Maturity	[3]	2019
Total Credit Facilities Capacity	[3]		300
Commercial Paper Outstanding	[3]		9
Available Credit Facilities Capacity	[3]		291
Union Gas Limited
Line of Credit Facility [Line Items]
Line Of Credit Year of Maturity	[4]	2019
Total Credit Facilities Capacity	[4]		376
Commercial Paper Outstanding	[4]		0
Available Credit Facilities Capacity	[4]		$ 376
Covenant Requirement | Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Debt To Total Defined Capital Percentage		58.00%	58.00%
Covenant Requirement | Spectra Energy Partners, LP
Line of Credit Facility [Line Items]
Debt-to-Adjusted EBITDA Ratio Maximum		5.0	5.0
Debt-to-Adjusted EBITDA Ratio		3.4	3.4
Covenant Requirement | Westcoast Energy Inc.
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity | CAD		CAD 400
Debt To Capital Percentage		33.00%	33.00%
Covenant Requirement | Union Gas Limited
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity | CAD		CAD 500
Debt To Capital Percentage		66.00%	66.00%
Covenant Requirement | Maximum | Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Debt To Total Defined Capital Percentage		65.00%	65.00%
Covenant Requirement | Maximum | Westcoast Energy Inc.
Line of Credit Facility [Line Items]
Debt To Capital Percentage		75.00%	75.00%
Covenant Requirement | Maximum | Union Gas Limited
Line of Credit Facility [Line Items]
Debt To Capital Percentage		75.00%	75.00%

[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 September 30, 2015.

[2] 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 September 30, 2015, this ratio was 3.4 to 1.

[3] U.S. dollar equivalent at September 30, 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 September 30, 2015.

[4] U.S. dollar equivalent at September 30, 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 66% at September 30, 2015.

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Issuances of SEP Units - Effects of Issuances (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Noncontrolling Interest [Line Items]
Net Income—Controlling Interests	$ 174	$ 201	$ 459	$ 766
Total net income-controlling interests and changes in equity-controlling interests	198	215	508	809
Additional Paid-in Capital
Noncontrolling Interest [Line Items]
Increase in additional paid-in capital resulting from issuances of SEP units	$ 24	$ 14	$ 49	$ 43

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 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. In July 2015, the FASB 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. This ASU is effective for us January 1, 2018. 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. We intend to early adopt the provisions of this ASU as of December 31, 2015. This ASU is not expected to have a material impact on our consolidated results of operations, financial position, or cash flow.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This ASU is effective for us January 1, 2016. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,”to simplify accounting for adjustments made to provisional amounts recognized in a business combination and to eliminate the retrospective accounting for those adjustments. This ASU is effective for us January 1, 2016. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

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Consolidating Financial Information - Condensed Consolidating Statements of Comprehensive Income (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Financial Statements, Captions [Line Items]
Net Income	$ 243	$ 254	$ 648	$ 909
Other comprehensive income (loss)	(343)	(296)	(735)	(302)
Total comprehensive income (loss), net of tax	(100)	(42)	(87)	607
Less: comprehensive income-noncontrolling interests	64	50	178	139
Comprehensive income (loss)—controlling interests	(164)	(92)	(265)	468
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net Income	174	201	459	766
Other comprehensive income (loss)	2	2	5	6
Total comprehensive income (loss), net of tax	176	203	464	772
Comprehensive income (loss)—controlling interests	176	203	464	772
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net Income	170	194	445	734
Other comprehensive income (loss)	1	1	1	1
Total comprehensive income (loss), net of tax	171	195	446	735
Comprehensive income (loss)—controlling interests	171	195	446	735
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Income	376	382	979	1,371
Other comprehensive income (loss)	(346)	(299)	(741)	(309)
Total comprehensive income (loss), net of tax	30	83	238	1,062
Less: comprehensive income-noncontrolling interests	64	50	178	139
Comprehensive income (loss)—controlling interests	(34)	33	60	923
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net Income	(477)	(523)	(1,235)	(1,962)
Total comprehensive income (loss), net of tax	(477)	(523)	(1,235)	(1,962)
Comprehensive income (loss)—controlling interests	$ (477)	$ (523)	$ (1,235)	$ (1,962)

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Risk Management and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 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:

	September 30, 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	$	57	$	—	$	57	$	24	$	—	$	24

Commodity Derivative Assets and Liabilities Offsetting

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

	September 30, 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	$	136	$	83	$	53	$	169	$	91	$	78
Liabilities	83		83		—		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 September 30,				Nine Months Ended September 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2015		2014		2015		2014
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	13	$	7	$	25	$	—

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Fair Value Measurements

9 Months Ended

Sep. 30, 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	September 30, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	251	$	—	$	251	$	—
Corporate debt securities	Current assets—other	14		—		14		—
Commodity derivatives	Current assets—other	45		—		—		45
Interest rate swaps	Current assets—other	1		—		1		—
Commodity derivatives	Investments and other assets—other	8		—		—		8
Corporate debt securities	Investments and other assets—other	6		—		6		—
Interest rate swaps	Investments and other assets—other	56		—		56		—
Total Assets		$	381	$	—	$	328	$	53

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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	50		$	(9	)	$	78		$	(3	)
Total gains (losses):
Included in earnings	18			7			27			(2		)
Included in other comprehensive income	(4		)	1			(9		)	5
Purchases	(5		)	—			(2		)	—
Settlements	(6		)	—			(41		)	(1		)
Fair value, end of period	$	53		$	(1	)	$	53		$	(1	)
Unrealized gains (losses) relating to instruments held at the end of the period	$	5		$	5		$	(11	)	$	(2	)

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 September 30, 2015 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of September 30, 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 September 30, 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 $17 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.

	September 30, 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)	13,615		14,326		13,060		14,446

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(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 nine months ended September 30,2015 and 2014, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.