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 June 30, 2016

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 June 30, 2016: 701,100,679

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

June 30, 2016

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended      June 30, 2016 and 2015	4
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended      June 30, 2016 and 2015	5
	Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015	8
	Condensed Consolidated Statements of Equity for the six months ended June 30, 2016 and 2015	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 6.	Exhibits	47
	Signatures	48

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 United States 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 June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
Operating Revenues
Transportation, storage and processing of natural gas	$	810	$	802		$	1,634	$	1,644
Distribution of natural gas	228		238			639		845
Sales of natural gas liquids	12		31			53		97
Transportation of crude oil	88		90			173		174
Other	21		31			44		55
Total operating revenues	1,159		1,192			2,543		2,815
Operating Expenses
Natural gas and petroleum products purchased	101		119			351		551
Operating, maintenance and other	392		389			733		743
Depreciation and amortization	196		193			389		386
Property and other taxes	99		85			205		188
Total operating expenses	788		786			1,678		1,868
Operating Income	371		406			865		947
Other Income and Expenses
Earnings (loss) from equity investments	16		(189		)	49		(165		)
Other income and expenses, net	39		22			71		42
Total other income and expenses	55		(167		)	120		(123		)
Interest Expense	153		166			304		325
Earnings Before Income Taxes	273		73			681		499
Income Tax Expense (Benefit)	52		(7		)	150		94
Net Income	221		80			531		405
Net Income—Noncontrolling Interests	72		62			148		120
Net Income—Controlling Interests	$	149	$	18		$	383	$	285
Common Stock Data
Weighted-average shares outstanding
Basic	699		671			687		671
Diluted	701		672			688		672
Earnings per share
Basic and diluted	$	0.21	$	0.03		$	0.56	$	0.42
Dividends per share	$	0.405	$	0.37		$	0.81	$	0.74

See Notes to Condensed Consolidated Financial Statements.

4

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
Net Income	$	221	$	80		$	531	$	405
Other comprehensive income (loss):
Foreign currency translation adjustments	50		87			351		(405		)
Pension and benefits impact (net of taxes of $2, $2, $4 and $5, respectively)	4		7			9		13
Other	3		(1		)	2		—
Total other comprehensive income (loss)	57		93			362		(392		)
Total Comprehensive Income, net of tax	278		173			893		13
Less: Comprehensive Income—Noncontrolling Interests	75		64			155		114
Comprehensive Income (Loss)—Controlling Interests	$	203	$	109		$	738	$	(101	)

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	June 30, 2016		December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	240	$	213
Receivables, net	708		806
Inventory	185		307
Assets held for sale	225		—
Fuel tracker	33		41
Other	246		281
Total current assets	1,637		1,648
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,657		2,592
Goodwill	4,217		4,154
Other	373		310
Total investments and other assets	7,247		7,056
Property, Plant and Equipment
Cost	32,003		29,843
Less accumulated depreciation and amortization	7,296		6,925
Net property, plant and equipment	24,707		22,918
Regulatory Assets and Deferred Debits	1,456		1,301
Total Assets	$	35,047	$	32,923

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	June 30, 2016		December 31, 2015
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	709	$	511
Commercial paper	1,113		1,112
Taxes accrued	80		78
Interest accrued	181		179
Current maturities of long-term debt	68		652
Liabilities held for sale	56		—
Other	579		860
Total current liabilities	2,786		3,392
Long-term Debt	13,584		12,892
Deferred Credits and Other Liabilities
Deferred income taxes	5,694		5,445
Regulatory and other	1,421		1,323
Total deferred credits and other liabilities	7,115		6,768
Commitments and Contingencies
Preferred Stock of Subsidiaries	339		339
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	—		—
Common stock, $0.001 par, 1 billion shares authorized, 701 million and 671 million shares outstanding at June 30, 2016 and December 31, 2015, respectively	1		1
Additional paid-in capital	5,944		5,053
Retained earnings	1,567		1,741
Accumulated other comprehensive income (loss)	86		(269		)
Total controlling interests	7,598		6,526
Noncontrolling interests	3,625		3,006
Total equity	11,223		9,532
Total Liabilities and Equity	$	35,047	$	32,923

See Notes to Condensed Consolidated Financial Statements.

7

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	531		$	405
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	397			393
Deferred income tax expense	131			25
(Earnings) loss from equity investments	(49		)	165
Distributions from equity investments	52			93
Other	177			375
Net cash provided by operating activities	1,239			1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1,520		)	(989		)
Investments in and loans to unconsolidated affiliates	(112		)	(34		)
Purchase of intangible, net	(40		)	—
Purchases of held-to-maturity securities	(346		)	(329		)
Proceeds from sales and maturities of held-to-maturity securities	364			344
Purchases of available-for-sale securities	(329		)	—
Proceeds from sales and maturities of available-for-sale securities	330			1
Distributions from equity investments	45			35
Distribution to equity investment	(148		)	—
Other changes in restricted funds	11			(6		)
Other	1			2
Net cash used in investing activities	(1,744		)	(976		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	382			994
Payments for the redemption of long-term debt	(619		)	(39		)
Net decrease in commercial paper	(23		)	(1,030		)
Distributions to noncontrolling interests	(114		)	(93		)
Contributions from noncontrolling interests	278			90
Proceeds from the issuances of Spectra Energy common stock	868			—
Proceeds from the issuances of Spectra Energy Partners, LP common units	321			180
Dividends paid on common stock	(557		)	(499		)
Other	(8		)	(9		)
Net cash provided by (used in) financing activities	528			(406		)
Effect of exchange rate changes on cash	4			(2		)
Net increase in cash and cash equivalents	27			72
Cash and cash equivalents at beginning of period	213			215
Cash and cash equivalents at end of period	$	240		$	287
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	317		$	197

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 (Loss)
									Foreign Currency Translation Adjustments			Other			Noncontrolling Interests			Total
December 31, 2015	$	1	$	5,053		$	1,741		$	79		$	(348	)	$	3,006		$	9,532
Net income	—		—			383			—			—			148			531
Other comprehensive income	—		—			—			346			9			7			362
Dividends on common stock	—		—			(557		)	—			—			—			(557		)
Stock-based compensation	—		10			—			—			—			—			10
Distributions to noncontrolling interests	—		—			—			—			—			(116		)	(116		)
Contributions from noncontrolling interests	—		—			—			—			—			278			278
Spectra Energy common stock issued	—		868			—			—			—			—			868
Spectra Energy Partners, LP common units issued	—		15			—			—			—			297			312
Other, net	—		(2		)	—			—			—			5			3
June 30, 2016	$	1	$	5,944		$	1,567		$	425		$	(339	)	$	3,625		$	11,223
December 31, 2014	$	1	$	4,956		$	2,541		$	1,016		$	(354	)	$	2,238		$	10,398
Net income	—		—			285			—			—			120			405
Other comprehensive income (loss)	—		—			—			(399		)	13			(6		)	(392		)
Dividends on common stock	—		—			(498		)	—			—			—			(498		)
Stock-based compensation	—		6			—			—			—			—			6
Distributions to noncontrolling interests	—		—			—			—			—			(93		)	(93		)
Contributions from noncontrolling interests	—		—			—			—			—			90			90
Spectra Energy common stock issued	—		1			—			—			—			—			1
Spectra Energy Partners, LP common units issued	—		25			—			—			—			139			164
Other, net	—		2			1			—			—			(5		)	(2		)
June 30, 2015	$	1	$	4,990		$	2,329		$	617		$	(341	)	$	2,483		$	10,079

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 United States (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 U.S., the Maritime Provinces in Canada, the Pacific Northwest in the U.S. 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 U.S. 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, 2015, 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 U.S., 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 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, Empress NGL operations (Empress), Canadian Midstream, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline, BC Field Services and M&N Canada operations are primarily subject to the rules and regulations of the NEB. See Note 8 for additional discussion of Empress.

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 June 30, 2016, 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 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 June 30, 2016
Spectra Energy Partners	$	618	$	—		$	618		$	78	$	471
Distribution	284		—			284			47		104
Western Canada Transmission & Processing	254		4			258			59		97
Field Services	—		—			—			—		(14		)
Total reportable segments	1,156		4			1,160			184		658
Other	3		16			19			12		(36		)
Eliminations	—		(20		)	(20		)	—		—
Depreciation and amortization	—		—			—			—		196
Interest expense	—		—			—			—		153
Total consolidated	$	1,159	$	—		$	1,159		$	196	$	273
Three Months Ended June 30, 2015
Spectra Energy Partners	$	603	$	—		$	603		$	72	$	478
Distribution	290		—			290			45		98
Western Canada Transmission & Processing	297		7			304			63		104
Field Services	—		—			—			—		(233		)
Total reportable segments	1,190		7			1,197			180		447
Other	2		15			17			13		(12		)
Eliminations	—		(22		)	(22		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		166
Interest income and other (a)	—		—			—			—		(3		)
Total consolidated	$	1,192	$	—		$	1,192		$	193	$	73
Six Months Ended June 30, 2016
Spectra Energy Partners	$	1,242	$	—		$	1,242		$	155	$	944
Distribution	749		—			749			91		274
Western Canada Transmission & Processing	548		15			563			117		220
Field Services	—		—			—			—		(11		)
Total reportable segments	2,539		15			2,554			363		1,427
Other	4		32			36			26		(55		)
Eliminations	—		(47		)	(47		)	—		—
Depreciation and amortization	—		—			—			—		389
Interest expense	—		—			—			—		304
Interest income and other (a)	—		—			—			—		2
Total consolidated	$	2,543	$	—		$	2,543		$	389	$	681
Six Months Ended June 30, 2015
Spectra Energy Partners	$	1,209	$	—		$	1,209		$	146	$	933
Distribution	952		—			952			90		290
Western Canada Transmission & Processing	650		24			674			125		265
Field Services	—		—			—			—		(250		)
Total reportable segments	2,811		24			2,835			361		1,238
Other	4		31			35			25		(27		)
Eliminations	—		(55		)	(55		)	—		—
Depreciation and amortization	—		—			—			—		386
Interest expense	—		—			—			—		325
Interest income and other (a)	—		—			—			—		(1		)
Total consolidated	$	2,815	$	—		$	2,815		$	386	$	499

___________________________________

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

12

3. Regulatory Matters

Union Gas. In December 2015, Union Gas filed an application with the OEB for the disposition of the 2014 demand side management (DSM) deferral and variance account balances. As a result of this application, Union Gas has a receivable from customers of approximately $9 million as of June 30, 2016 and $8 million as of December 31, 2015, which is reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. In June 2016, the OEB approved Union Gas' application as filed and Union Gas will begin to recover the receivable from ratepayers effective October 1, 2016.

In March 2016, Union Gas filed a Draft Rate Order with the OEB for rates effective January 1, 2016 based on the OEB's February 24, 2016 updated Decision and Order on the 2015-2020 DSM Plan. In May 2016, a decision from the OEB was received approving recovery from ratepayers of approximately $19 million effective January 1, 2016 with an implementation date of July 1, 2016.

In April 2016, Union Gas filed an application with the OEB for the annual disposition of the 2015 deferral account balances. As a result, Union Gas has a net receivable from customers of approximately $18 million as of June 30, 2016 and December 31, 2015, which is primarily reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. Union Gas filed a Settlement Proposal with the OEB in July 2016 reflecting a full settlement on all issues in the proceeding. Union Gas is proposing to implement the disposition of the balances on October 1, 2016. A decision from the OEB is expected later this year.

4. Income Taxes

Income tax expense was $52 million for the three months ended June 30, 2016, compared to an income tax benefit of $7 million for the same period in 2015. Income tax expense was $150 million for the six months ended June 30, 2016, compared to $94 million for the same period in 2015. The higher tax expense for both periods was primarily due to the $72 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

The effective income tax rate was 19% for the three months ended June 30, 2016, compared to negative 10% for the same period in 2015. The effective income tax rate was 22% for the six months ended June 30, 2016, compared to 19% for the same period in 2015. The higher effective income tax rate for both periods was primarily due to the $72 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

There was a $7 million increase in unrecognized tax benefits recorded during the six months ended June 30, 2016. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $30 million to $40 million prior to June 30,2017 due to audit settlements and statute of limitations expirations.

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 June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions, except per-share amounts)
Net income—controlling interests	$	149	$	18	$	383	$	285
Weighted-average common shares outstanding
Basic	699		671		687		671
Diluted	701		672		688		672
Basic and diluted earnings per common share (a)	$	0.21	$	0.03	$	0.56	$	0.42

___________________

(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 (Loss)

The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component, 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 (Loss)
	(in millions)
March 31, 2016	$	376		$	(341	)	$	—		$	(3	)	$	32
Other AOCI activity	49			4			—			1			54
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
March 31, 2015	$	532		$	(345	)	$	—		$	(2	)	$	185
Other AOCI activity	85			7			—			(1		)	91
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276
December 31, 2015	$	79		$	(346	)	$	(3	)	$	1		$	(269	)
Other AOCI activity	346			9			3			(3		)	355
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
December 31, 2014	$	1,016		$	(351	)	$	(3	)	$	—		$	662
Other AOCI activity	(399		)	13			3			(3		)	(386		)
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276

7. Inventory

Inventory consists of natural gas and NGLs held in storage for transmission and processing, and also includes materials and supplies. In the second quarter of 2016, Westcoast Energy Inc. (Westcoast) entered into a definitive agreement to sell its ownership interest in Empress which resulted in NGLs being reclassified out of Inventory to Assets Held for Sale on the Condensed Consolidated Balance Sheet as of June 30, 2016. See Note 8 for further discussion. 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:

	June 30, 2016		December 31, 2015
	(in millions)
Natural gas	$	115	$	217
NGLs	—		23
Materials and supplies	70		67
Total inventory	$	185	$	307

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8. Assets Held for Sale

On April 2, 2016, Westcoast entered into a definitive agreement to sell its ownership interest in Empress for a cash purchase price of approximately 200 million Canadian dollars plus customary closing adjustments. This transaction is expected to close in the second half of 2016. The associated assets and liabilities are included in the Western Canada Transmission & Processing segment and classified as Assets Held for Sale and Liabilities Held for Sale, respectively, on the Condensed Consolidated Balance Sheet as of June 30, 2016.

As these assets are classified as held for sale, we evaluated the book value compared to the lower of the carrying amounts or fair value less costs to sell. As of June 30, 2016, we determined that the fair value less costs to sell exceeded the carrying amount of the assets held for sale, therefore, no adjustment to book value was necessary. The carrying amounts of the assets and liabilities classified as Assets Held for Sale and Liabilities Held for Sale on our Condensed Consolidated Balance Sheet are as follows:

	June 30, 2016
	(in millions)
Assets Held for Sale
Cash and cash equivalents	$	7
Receivables, net	8
Inventory	28
Current assets—other	7
Investments and other assets—other	11
Net property, plant and equipment	164
Total assets held for sale	$	225
Liabilities Held for Sale
Accounts payable	$	9
Taxes accrued	1
Current liabilities—other	6
Deferred credits and other liabilities—deferred income taxes	28
Deferred credits and other liabilities—regulatory and other	12
Total liabilities held for sale	$	56

9. 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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Operating revenues	$	1,586		$	1,869		$	3,013		$	3,912
Operating expenses	1,592			2,332			2,957			4,323
Operating income (loss)	(6		)	(463		)	56			(411		)
Net income (loss)	(16		)	(491		)	32			(497		)
Net income (loss) attributable to members’ interests	(29		)	(466		)	(18		)	(503		)

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, totaled $2 million during the six months ended June 30, 2015 and is reflected in Earnings (Loss) From Equity Investments in the Condensed Consolidated Statement of Operations.

During the second quarter of 2015 DCP Midstream recognized a $427 million partial goodwill impairment, which reduced our equity earnings from DCP Midstream by $122 million after-tax. DCP Midstream finalized the calculation of their goodwill impairment in the third quarter of 2015.

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Related Party Transactions

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, our proportionate share of proceeds, to us of which we contributed $248 million back to Gulfstream in the fourth quarter of 2015 and the remaining $148 million, classified as Cash Flows from Investing Activities—Distribution to Equity Investment, in the second quarter of 2016.

10. Variable Interest Entities

Sabal Trail. On April 1, 2016, NextEra Energy, Inc. (NextEra) purchased a 9.5% interest in Sabal Trail Transmission, LLC (Sabal Trail) from SEP. Consideration for this transaction consisted of approximately $110 million cash, $102 million of which is classified as Cash Flows from Financing Activities—Contributions from Noncontrolling Interests. See Note 11 for additional information related to this transaction. As of June 30, 2016, we have an effective 38.3% ownership interest in Sabal Trail through our ownership of SEP. Sabal Trail is a joint venture that is constructing a natural gas pipeline to transport natural gas to Florida. Sabal Trail is a variable interest entity (VIE) due to insufficient equity at risk to finance its activities. We determined that we are the primary beneficiary because we direct the activities of Sabal Trail that most significantly impact its economic performance and we consolidate Sabal Trail in our financial statements. The current estimate of the total remaining construction cost is approximately $1.8 billion.

The following summarizes assets and liabilities for Sabal Trail as of June 30, 2016 and December 31, 2015:

Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
	(in millions)
Assets
Current assets	$	114	$	118
Net property, plant and equipment	1,184		773
Regulatory assets and deferred debits	41		25
Total Assets	$	1,339	$	916
Liabilities and Equity
Current liabilities	$	90	$	84
Equity	1,249		832
Total Liabilities and Equity	$	1,339	$	916

Nexus. We have an effective 38.3% ownership interest in Nexus Gas Transmission, LLC (Nexus) through our ownership of SEP. Nexus is a joint venture that is constructing a natural gas pipeline from Ohio to Michigan and continuing on to Ontario, Canada. Nexus is a VIE due to insufficient equity at risk to finance its activities. We determined that we are not the primary beneficiary because the power to direct the activities of Nexus that most significantly impact its economic performance is shared. Nexus is accounted for under the equity method. Our maximum exposure to loss is $1.0 billion. We have an investment in Nexus of $205 million and $90 million as of June 30, 2016 and December 31, 2015, respectively, classified as Investments in and Loans to Unconsolidated Affiliates on our Condensed Consolidated Balance Sheets.

11. Intangible Asset

During the first quarter of 2016 SEP entered into a project coordination agreement (PCA) with NextEra, Duke Energy Corporation (Duke Energy) and Williams Partners L.P. In accordance with the agreement, payments will be made, based on SEP’s proportional ownership interest in Sabal Trail, as certain milestones of the project are met. During the first quarter of 2016, the first milestone was achieved and paid, consisting of $48 million. On April 1, 2016, NextEra purchased an additional 9.5% interest in Sabal Trail from SEP, reducing SEP’s ownership interest in Sabal Trail to 50%. Upon purchase of the additional ownership interest, NextEra reimbursed SEP $8 million for NextEra’s proportional share of the first milestone payment, which reduced SEP’s total milestone payments to $40 million as of June 30, 2016, both of which are classified as Cash Flows from Investing Activities—Purchase of Intangible, Net. This PCA is an intangible asset and is classified as Investments and Other Assets—Other on our Condensed Consolidated Balance Sheet. The intangible asset will be amortized over a period of 25 years beginning at the time of in-service of Sabal Trail, which is expected to occur during the first half of 2017.

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12. 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, 2016 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.

See Note 9 for discussion related to the 2015 partial impairment of goodwill recognized by DCP Midstream.

13. 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, Canadian equity 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, capital expenditures and NEB regulatory requirements, 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
	June 30, 2016		December 31, 2015
	(in millions)
Corporate debt securities (a)	$	15	$	31
Canadian equity securities (b)	15		—
Total available-for-sale securities	$	30	$	31

___________________________________

(a) Amounts related to certain construction projects.

(b) Amounts related to restricted funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

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

	Estimated Fair Value
	June 30, 2016		December 31, 2015
	(in millions)
Restricted funds
Investments and other assets—other	$	24	$	11
Non-restricted funds
Current assets—other	6		20
Total available-for-sale securities	$	30	$	31

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At June 30, 2016, 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 June 30, 2016 or December 31, 2015.

HTM Securities. HTM securities are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
		(in millions)
Bankers acceptances	Current assets—other	$	28	$	30
Canadian government securities	Current assets—other	25		24
Money market funds	Current assets—other	3		3
Canadian government securities	Investments and other assets—other	54		50
Bankers acceptances	Investments and other assets—other	—		12
Total held-to-maturity securities		$	110	$	119

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 June 30, 2016.

At June 30, 2016, 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 June 30, 2016 or December 31, 2015.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted as described above, we had other restricted funds totaling $12 million at June 30, 2016 and $11 million at December 31, 2015 classified as Current Assets—Other on the Condensed Consolidated Balance Sheets. These restricted funds are related to additional amounts for insurance. We also had other restricted funds totaling $26 million at June 30, 2016 and $38 million at December 31, 2015 classified as Investments and Other Assets—Other on the Condensed Consolidated Balance Sheets. Included in these restricted funds are $16 million and $24 million at June 30, 2016 and December 31, 2015, respectively, related to funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements and $10 million and $14 million, respectively, 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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14. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at June 30, 2016		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2021	$	1,000	$	363	$	637
SEP (b)	2021	2,500		693		1,807
Westcoast (c)	2021	310		57		253
Union Gas (d)	2021	542		—		542
Total		$	4,352	$	1,113	$	3,239

_________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

(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 agreement, of 5.0 to 1 or less. As of June 30, 2016, this ratio was 3.5 to 1.

(c) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 34% at June 30, 2016.

(d) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 700 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 June 30, 2016.

On April 29, 2016, we amended the Union Gas and SEP revolving credit agreements. The Union Gas revolving credit facility was increased to 700 million Canadian dollars and the SEP revolving facility was increased to $2.5 billion. The expiration of both facilities was extended, with both facilities expiring in 2021.

On April 29, 2016, we amended the Westcoast and Spectra Energy Capital, LLC (Spectra Capital) revolving credit agreements. The expiration of both credit facilities was extended, with both facilities expiring in 2021.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of June 30, 2016, 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 June 30, 2016, 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 May 31, 2016, Union Gas issued 250 million Canadian dollars (approximately $191 million as of the issuance date) of 2.81% unsecured notes due 2026 and 250 million Canadian dollars (approximately $191 million as of the issuance date) of 3.80% unsecured notes due 2046. Net proceeds from the offerings were used for repayment of short term debt and debt maturities, capital expenditures and general corporate purposes.

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15. 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	June 30, 2016
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	161	$	—	$	161	$	—
Corporate debt securities	Current assets—other	6		—		6		—
Corporate debt securities	Investments and other assets—other	9		—		9		—
Interest rate swaps	Investments and other assets—other	76		—		76		—
Canadian equity securities	Investments and other assets—other	15		15		—		—
Total Assets		$	267	$	15	$	252	$	—
Commodity derivatives	Liabilities held for sale	$	2	$	—	$	—	$	2
Total Liabilities		$	2	$	—	$	—	$	2

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	137	$	—	$	137	$	—
Corporate debt securities	Current assets—other	20		—		20		—
Commodity derivatives	Current assets—other	36		—		—		36
Commodity derivatives	Investments and other assets—other	5		—		—		5
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	37		—		37		—
Total Assets		$	246	$	—	$	205	$	41

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	10		$	49		$	41		$	78
Total gains (losses):
Included in earnings	(11		)	3			(15		)	9
Included in other comprehensive income	—			1			1			(5		)
Purchases	—			2			(1		)	3
Settlements	(1		)	(5		)	(28		)	(35		)
Fair value, end of period	$	(2	)	$	50		$	(2	)	$	50
Unrealized losses relating to instruments held at the end of the period	$	(8	)	$	—		$	(31	)	$	(16	)

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

20

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 June 30, 2016 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of June 30, 2016, 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 June 30, 2016, a10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $1 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.

	June 30, 2016				December 31, 2015
	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)	13,638		14,994		13,567		13,891

__________

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

(b) Excludes commercial paper, 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, notes 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 six months ended June 30,2016 and 2015, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

16. 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. As of April 2016, we are no longer entering into new contracts under our risk management program at Empress.

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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 six months ended June 30, 2016.

Interest Rate Swaps

At June 30, 2016, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $2 billion 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:

	June 30, 2016						December 31, 2015
	Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount
Description	(in millions)
Assets	$	76	$	—	$	76	$	37	$	—	$	37

Commodity Derivatives

At June 30, 2016, we had commodity mark-to-market derivatives outstanding with a total notional amount of 110 million gallons at Empress. 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:

	June 30, 2016						December 31, 2015
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet
Description	(in millions)
Assets	$	61	$	61	$	—	$	104	$	63	$	41
Liabilities	63		61		2		63		63		—

Substantially all of our commodity derivative agreements outstanding at June 30, 2016 and December 31, 2015 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 June 30,					Six Months Ended June 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2016			2015		2016			2015
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(11	)	$	5	$	(16	)	$	12

17. 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, climate change, 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

22

groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations.

Litigation

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

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of June 30, 2016 or December 31, 2015 related to litigation.

Other Commitments and Contingencies

See Note 18 for a discussion of guarantees and indemnifications.

18. 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 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 June 30, 2016 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, 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.

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.

23

As of June 30, 2016, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

19. Issuances of Common Stock

On March 1, 2016, we entered into an equity distribution agreement under which we may sell and issue common stock up to an aggregate offering price of $500 million. The equity distribution agreement allows us to offer and sell common stock at prices deemed appropriate through sales agents. Sales of common stock under the equity distribution agreement will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange (NYSE), in block transactions, or as otherwise agreed upon by one or more of the sales agents and us. We intend to use the net proceeds from sales under this at-the-market program for general corporate purposes, including investments in subsidiaries to fund capital expenditures. We issued approximately 12.9 million of common shares to the public under this program, for total net proceeds of $383 million through June 30, 2016.

In April 2016, we issued 16.1 million common shares to the public for net proceeds of approximately $479 million. Net proceeds from the offering were used to purchase approximately 10.4 million common units in SEP. SEP intends to use the proceeds from our unit purchase for general corporate purposes, including the funding of its current expansion capital plan.

20. Issuances of SEP Units

During the six months ended June 30, 2016, SEP issued 7.0 million common units to the public under its at-the-market program and approximately 143,000 general partner units to Spectra Energy. Total net proceeds to SEP were $327 million (net proceeds to Spectra Energy were $321 million).

In April 2016, SEP issued 10.4 million common units and 0.2 million general partner units to Spectra Energy in a private placement transaction. See Note 19 for further discussion.

In connection with the issuances of the units, a $23 million gain ($15 million net of tax) to Additional Paid-in Capital and a $297 million increase in Equity—Noncontrolling Interests were recorded during the six months ended June 30, 2016. The issuances decreased Spectra Energy’s ownership in SEP from 78% to 77% at June 30, 2016.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions)
Net income—controlling interests	$	149	$	18	$	383	$	285
Increase in additional paid-in capital resulting from issuances of SEP units	7		19		15		25
Total net income—controlling interests and changes in equity—controlling interests	$	156	$	37	$	398	$	310

21. 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 $11 million to our U.S. retirement plans in both of the six months ended June 30, 2016 and 2015. We made total contributions to the Canadian DC and DB plans of $13 million in the six months ended June 30, 2016 and $16 million in the same period in 2015. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $26 million to the Canadian plans in 2016.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5		$	10		$	10
Interest cost on projected benefit obligation	6			6			12			12
Expected return on plan assets	(10		)	(11		)	(20		)	(21		)
Amortization of loss	2			3			4			5
Net periodic pension cost	$	3		$	3		$	6		$	6
Canada
Service cost benefit earned	$	7		$	8		$	15		$	16
Interest cost on projected benefit obligation	12			11			22			22
Expected return on plan assets	(16		)	(17		)	(32		)	(34		)
Amortization of loss	4			6			9			13
Amortization of prior service cost	1			1			1			1
Net periodic pension cost	$	8		$	9		$	15		$	18

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2		$	4		$	4
Expected return on plan assets	(1		)	(2		)	(2		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	—		$	2		$	1
Canada
Service cost benefit earned	$	—		$	1		$	1		$	2
Interest cost on accumulated post-retirement benefit obligation	1			1			2			2
Net periodic other post-retirement benefit cost	$	1		$	2		$	3		$	4

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 months ended June 30, 2016 and 2015, and $7 million in both of the six months ended June 30, 2016 and 2015 for U.S. employees. We expensed pre-tax employer matching contributions of $3 million and $2 million in the three months ended June 30, 2016 and 2015, respectively, and $6 million and $5 million in the six months ended June 30, 2016 and 2015, respectively, for Canadian employees.

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22. 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 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 June 30, 2016
Total operating revenues	$	—		$	—		$	1,159		$	—		$	1,159
Total operating expenses	2			1			785			—			788
Operating income (loss)	(2		)	(1		)	374			—			371
Earnings from equity investments	—			—			16			—			16
Equity in earnings of consolidated subsidiaries	144			261			—			(405		)	—
Other income and expenses, net	(2		)	—			41			—			39
Interest expense	—			61			92			—			153
Earnings before income taxes	140			199			339			(405		)	273
Income tax expense (benefit)	(9		)	55			6			—			52
Net income	149			144			333			(405		)	221
Net income—noncontrolling interests	—			—			72			—			72
Net income—controlling interests	$	149		$	144		$	261		$	(405	)	$	149
Three Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	1,192		$	—		$	1,192
Total operating expenses	1			(1		)	786			—			786
Operating income (loss)	(1		)	1			406			—			406
Loss from equity investments	—			—			(189		)	—			(189		)
Equity in earnings of consolidated subsidiaries	12			62			—			(74		)	—
Other income and expenses, net	2			—			20			—			22
Interest expense	—			61			105			—			166
Earnings before income taxes	13			2			132			(74		)	73
Income tax expense (benefit)	(5		)	(10		)	8			—			(7		)
Net income	18			12			124			(74		)	80
Net income—noncontrolling interests	—			—			62			—			62
Net income—controlling interests	$	18		$	12		$	62		$	(74	)	$	18

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Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Six Months Ended June 30, 2016
Total operating revenues	$	—		$	—		$	2,544		$	(1	)	$	2,543
Total operating expenses	5			2			1,672			(1		)	1,678
Operating income (loss)	(5		)	(2		)	872			—			865
Earnings from equity investments	—			—			49			—			49
Equity in earnings of consolidated subsidiaries	371			653			—			(1,024		)	—
Other income and expenses, net	(2		)	—			73			—			71
Interest expense	—			123			181			—			304
Earnings before income taxes	364			528			813			(1,024		)	681
Income tax expense (benefit)	(19		)	157			12			—			150
Net income	383			371			801			(1,024		)	531
Net income—noncontrolling interests	—			—			148			—			148
Net income—controlling interests	$	383		$	371		$	653		$	(1,024	)	$	383
Six Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	2,816		$	(1	)	$	2,815
Total operating expenses	3			(1		)	1,867			(1		)	1,868
Operating income (loss)	(3		)	1			949			—			947
Loss from equity investments	—			—			(165		)	—			(165		)
Equity in earnings of consolidated subsidiaries	275			483			—			(758		)	—
Other income and expenses, net	—			—			42			—			42
Interest expense	—			122			203			—			325
Earnings before income taxes	272			362			623			(758		)	499
Income tax expense (benefit)	(13		)	87			20			—			94
Net income	285			275			603			(758		)	405
Net income—noncontrolling interests	—			—			120			—			120
Net income—controlling interests	$	285		$	275		$	483		$	(758	)	$	285

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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 June 30, 2016
Net income	$	149	$	144	$	333		$	(405	)	$	221
Other comprehensive income	1		—		56			—			57
Total comprehensive income, net of tax	150		144		389			(405		)	278
Less: comprehensive income—noncontrolling interests	—		—		75			—			75
Comprehensive income—controlling interests	$	150	$	144	$	314		$	(405	)	$	203
Three Months Ended June 30, 2015
Net income	$	18	$	12	$	124		$	(74	)	$	80
Other comprehensive income	2		—		91			—			93
Total comprehensive income, net of tax	20		12		215			(74		)	173
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income—controlling interests	$	20	$	12	$	151		$	(74	)	$	109
Six Months Ended June 30, 2016
Net income	$	383	$	371	$	801		$	(1,024	)	$	531
Other comprehensive income	2		—		360			—			362
Total comprehensive income, net of tax	385		371		1,161			(1,024		)	893
Less: comprehensive income—noncontrolling interests	—		—		155			—			155
Comprehensive income—controlling interests	$	385	$	371	$	1,006		$	(1,024	)	$	738
Six Months Ended June 30, 2015
Net income	$	285	$	275	$	603		$	(758	)	$	405
Other comprehensive income (loss)	3		—		(395		)	—			(392		)
Total comprehensive income, net of tax	288		275		208			(758		)	13
Less: comprehensive income—noncontrolling interests	—		—		114			—			114
Comprehensive income (loss)—controlling interests	$	288	$	275	$	94		$	(758	)	$	(101	)

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Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	238	$	—		$	240
Receivables—consolidated subsidiaries	12		—		6		(18		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	1		—		707		—			708
Other current assets	12		—		677		—			689
Total current assets	25		2		2,016		(406		)	1,637
Investments in and loans to unconsolidated affiliates	—		—		2,657		—			2,657
Investments in consolidated subsidiaries	14,716		20,229		—		(34,945		)	—
Advances receivable—consolidated subsidiaries	—		5,037		1,331		(6,368		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,217		—			4,217
Other assets	41		46		286		—			373
Net property, plant and equipment	—		—		24,707		—			24,707
Regulatory assets and deferred debits	3		4		1,449		—			1,456
Total Assets	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047
Accounts payable	$	2	$	2	$	705	$	—		$	709
Accounts payable—consolidated subsidiaries	—		15		3		(18		)	—
Commercial paper	—		363		750		—			1,113
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		2		76		—			80
Current maturities of long-term debt	—		—		68		—			68
Other current liabilities	62		47		707		—			816
Total current liabilities	66		817		2,309		(406		)	2,786
Long-term debt	—		2,911		10,673		—			13,584
Advances payable—consolidated subsidiaries	6,368		—		—		(6,368		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	753		4,074		2,288		—			7,115
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	7,598		14,716		20,229		(34,945		)	7,598
Noncontrolling interests	—		—		3,625		—			3,625
Total equity	7,598		14,716		23,854		(34,945		)	11,223
Total Liabilities and Equity	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047

29

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	212	$	—		$	213
Receivables—consolidated subsidiaries	15		6		13		(34		)	—
Notes receivable—current—consolidated subsidiaries	—		—		387		(387		)	—
Receivables—other	2		—		804		—			806
Other current assets	25		—		604		—			629
Total current assets	42		7		2,020		(421		)	1,648
Investments in and loans to unconsolidated affiliates	—		—		2,592		—			2,592
Investments in consolidated subsidiaries	13,919		19,161		—		(33,080		)	—
Advances receivable—consolidated subsidiaries	—		5,273		1,326		(6,599		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,154		—			4,154
Other assets	41		27		242		—			310
Net property, plant and equipment	—		—		22,918		—			22,918
Regulatory assets and deferred debits	3		3		1,295		—			1,301
Total Assets	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923
Accounts payable	$	2	$	3	$	506	$	—		$	511
Accounts payable—consolidated subsidiaries	4		28		2		(34		)	—
Commercial paper	—		481		631		—			1,112
Short-term borrowings—consolidated subsidiaries	—		387		—		(387		)	—
Taxes accrued	5		—		73		—			78
Current maturities of long-term debt	—		—		652		—			652
Other current liabilities	102		48		889		—			1,039
Total current liabilities	113		947		2,753		(421		)	3,392
Long-term debt	—		2,891		10,001		—			12,892
Advances payable—consolidated subsidiaries	6,599		—		—		(6,599		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	767		3,914		2,087		—			6,768
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	6,526		13,919		19,161		(33,080		)	6,526
Noncontrolling interests	—		—		3,006		—			3,006
Total equity	6,526		13,919		22,167		(33,080		)	9,532
Total Liabilities and Equity	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923

30

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	383		$	371		$	801		$	(1,024	)	$	531
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			397			—			397
Earnings from equity investments	—			—			(49		)	—			(49		)
Equity in earnings of consolidated subsidiaries	(371		)	(653		)	—			1,024			—
Distributions from equity investments	—			—			52			—			52
Other	(43		)	216			135			—			308
Net cash provided by (used in) operating activities	(31		)	(66		)	1,336			—			1,239
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,520		)	—			(1,520		)
Investments in and loans to unconsolidated affiliates	—			—			(112		)	—			(112		)
Purchase of intangible, net	—			—			(40		)	—			(40		)
Purchases of held-to-maturity securities	—			—			(346		)	—			(346		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			364			—			364
Purchases of available-for-sale securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of available-for-sale securities	—			—			330			—			330
Distributions from equity investments	—			—			45			—			45
Distribution to equity investment	—			—			(148		)	—			(148		)
Advances from (to) affiliates	(50		)	197			—			(147		)	—
Other changes in restricted funds	—			—			11			—			11
Other	—			—			1			—			1
Net cash provided by (used in) investing activities	(50		)	197			(1,744		)	(147		)	(1,744		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			382			—			382
Payments for the redemption of long-term debt	—			—			(619		)	—			(619		)
Net increase (decrease) in commercial paper	—			(118		)	95			—			(23		)
Distributions to noncontrolling interests	—			—			(114		)	—			(114		)
Contributions from noncontrolling interests	—			—			278			—			278
Proceeds from the issuances of Spectra Energy common stock	868			—			—			—			868
Proceeds from the issuances of SEP common units	—			—			321			—			321
Dividends paid on common stock	(557		)	—			—			—			(557		)
Distributions and advances from (to) affiliates	(231		)	(12		)	96			147			—
Other	1			—			(9		)	—			(8		)
Net cash provided by (used in) financing activities	81			(130		)	430			147			528
Effect of exchange rate changes on cash	—			—			4			—			4
Net increase in cash and cash equivalents	—			1			26			—			27
Cash and cash equivalents at beginning of period	—			1			212			—			213
Cash and cash equivalents at end of period	$	—		$	2		$	238		$	—		$	240

31

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	285		$	275		$	603		$	(758	)	$	405
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			393			—			393
Loss from equity investments	—			—			165			—			165
Equity in earnings of consolidated subsidiaries	(275		)	(483		)	—			758			—
Distributions from equity investments	—			—			93			—			93
Other	30			68			302			—			400
Net cash provided by (used in) operating activities	40			(140		)	1,556			—			1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(989		)	—			(989		)
Investments in and loans to unconsolidated affiliates	—			—			(34		)	—			(34		)
Purchases of held-to-maturity securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			344			—			344
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions from equity investments	—			—			35			—			35
Advances from (to) affiliates	(72		)	46			—			26			—
Other changes in restricted funds	—			—			(6		)	—			(6		)
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	(72		)	46			(976		)	26			(976		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Payments for the redemption of long-term debt	—			—			(39		)	—			(39		)
Net increase (decrease) in commercial paper	—			99			(1,129		)	—			(1,030		)
Distributions to noncontrolling interests	—			—			(93		)	—			(93		)
Contributions from noncontrolling interests	—			—			90			—			90
Proceeds from the issuances of SEP common units	—			—			180			—			180
Dividends paid on common stock	(499		)	—			—			—			(499		)
Distributions and advances from (to) affiliates	532			(4		)	(502		)	(26		)	—
Other	(1		)	—			(8		)	—			(9		)
Net cash provided by (used in) financing activities	32			95			(507		)	(26		)	(406		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net increase in cash and cash equivalents	—			1			71			—			72
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	2		$	285		$	—		$	287

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23. New Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” which amends the consolidation guidance around reporting entities that invest in development stage entities. We adopted the consolidation guidance of this amendment on January 1, 2016 and applied it retrospectively with no material effect on our consolidated results of operations, financial position or cash flows. This ASU did result in certain of our entities being classified as Variable Interest Entities. See Note 10 for discussion of our Variable Interest Entities.

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 required reevaluation of certain entities for consolidation and required us to revise our documentation regarding the consolidation or deconsolidation of such entities. We adopted this standard on January 1, 2016 with no material effect on our consolidated results of operations, financial position or cash flows.

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. We adopted this standard on January 1, 2016. The adoption of this standard has not had a material impact on our consolidated results of operations, financial position or cash flow.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” to improve the financial reporting around leasing transactions. The new guidance requires companies to begin recording assets and liabilities arising from those leases classified as operating leases under previous guidance. Furthermore, the new guidance will require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in previous guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous guidance. This ASU is effective for us January 1, 2019. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies the hedge accounting impact when there is a change in one of the counterparties to the derivative contract (i.e. novation). This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments,” which simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In March 2016, the FASB issued ASU No. 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” to clarify implementation guidance on principal versus agent considerations. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment award transactions. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to clarify implementation guidance on performance obligations and licensing. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

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In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” to clarify implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for us on January 1, 2020. We are currently evaluating this ASU and its potential impact on us.

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 June 30, 2016 and 2015, we reported net income from controlling interests of $149 million and $18 million, respectively. For the six months ended June 30, 2016 and 2015, we reported net income from controlling interests of $383 million and $285 million, respectively.

The highlights for the three months and six months ended June 30, 2016 include the following:

• Spectra Energy Partners’ earnings for the three-month period benefited mainly from expansion projects, more than offset by a one-time property tax accrual adjustment in 2015 and by the absence of equity earnings from DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills) NGL pipelines, which SEP owned until October 2015.For the six-month period, earnings benefited mainly from expansion projects, more than offset by lower interruptible and short-term firm transportation revenue, a one-time property tax accrual adjustment in 2015 and by the absence of equity earnings from Sand Hills and Southern Hills.

• Distribution’s earnings for the three-month period benefited mainly from incremental earnings from the 2015 Dawn-Parkway expansion project and colder weather, partially offset by a lower Canadian dollar. For the six-month period, earnings decreased mainly due to the effect of a lower Canadian dollar and warmer weather, partially offset by incremental earnings from the 2015 Dawn-Parkway expansion project and lower earnings to be shared with customers.

• Western Canada Transmission & Processing’s earnings for the three and six-month periods decreased mainly due to lower firm gathering and processing revenues, lower earnings at Empress and a lower Canadian dollar, partially offset by lower plant turnaround costs.

• Field Services’ earnings for the three and six-month periods increased mainly due to the 2015 partial impairment of goodwill at DCP Midstream and favorable contract realignment efforts and continued costs savings, partially offset by lower commodity prices.

We are conducting an assessment of the Texas Eastern Transmission, LP (Texas Eastern) natural gas transmission system across Pennsylvania and New Jersey. The assessment is the result of a corrective action order from the Pipeline and Hazardous Materials Safety Administration (PHMSA), as well as our own work plan, related to an incident on the system on April 29, 2016 near Delmont, Pennsylvania. This assessment program and the related system repairs are expected to cost approximately $75 million to $100 million. Approximately 90% of this program will be completed in 2016, with the remainder of the work to be performed in 2017. Additional inspections and repairs, if any, will be determined after the completion of this work. Importantly, we expect that by November 1, 2016, we will be in a position to fully meet our customer obligations for the winter season.

In the first six months of 2016, we had $1.6 billion of capital and investment expenditures. We currently project $4.2 billion of capital and investment expenditures for the full year, including expansion capital expenditures of $3.6 billion. These projections exclude contributions from noncontrolling interests.

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

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cash flows as well as the issuances of debt and equity securities. As of June 30, 2016, our revolving credit facilities included Spectra Capital’s $1 billion facility, SEP’s $2.5 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 700 million Canadian dollar facility. These facilities are used principally as back-stops for commercial paper programs.

RESULTS OF OPERATIONS

	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
	(in millions)
Operating revenues	$	1,159	$	1,192		$	2,543	$	2,815
Operating expenses	788		786			1,678		1,868
Operating income	371		406			865		947
Other income and expenses	55		(167		)	120		(123		)
Interest expense	153		166			304		325
Earnings before income taxes	273		73			681		499
Income tax expense (benefit)	52		(7		)	150		94
Net income	221		80			531		405
Net income—noncontrolling interests	72		62			148		120
Net income—controlling interests	$	149	$	18		$	383	$	285

Three Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $33 milliondecrease was driven by:

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

• lower firm gathering and processing revenues and a decrease from non-cash mark-to-market commodity-related pricing adjustments and lower 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, net of higher residential usage due to colder weather at Distribution, partially offset by

• higher revenues from expansion projects at Spectra Energy Partners.

Operating Expenses. The $2 millionincrease was driven by:

• higher costs related to expansion projects, higher property tax accruals due to the absence of a 2015 tax benefit and higher pipeline inspection and repair costs at Spectra Energy Partners and

• higher volumes of natural gas sold due to colder weather, net of lower natural gas prices passed through to customers at Distribution, partially offset by

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

• lower plant turnaround costs at Western Canada Transmission & Processing.

Other Income and Expenses. The $222 millionincrease was mainly attributable to lower equity losses from Field Services mainly due to the 2015 partial impairment of goodwill at DCP Midstream.

Interest Expense. The $13 milliondecrease was mainly due to higher capitalized interest.

Income Tax Expense. The $59 millionincrease was primarily attributable to the tax impact of the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

The effective tax rate for income from continuing operations was 19% for the three months ended June 30, 2016 compared to negative 10% for the same period in 2015.

Net Income—Noncontrolling Interests. The $10 millionincrease was driven primarily by higher noncontrolling ownership interests at Spectra Energy Partners.

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Six Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $272 milliondecrease was driven by:

• lower usage due to warmer weather and lower natural gas prices passed through to customers at Distribution,

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

• a decrease from non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program, lower NGL prices at the Empress operations and a decrease in firm gathering and processing revenues at Western Canada Transmission & Processing, partially offset by

• higher revenues from expansion projects at Spectra Energy Partners.

Operating Expenses. The $190 milliondecrease was driven by:

• lower volumes of natural gas sold due to warmer weather and lower natural gas prices passed through to customers at Distribution,

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

• lower costs of sales at the Empress operations and lower plant turnaround costs at Western Canada Transmission & Processing, partially offset by

• higher costs related to expansion projects, pipeline inspection and repair costs and property tax accruals due to the absence of a 2015 tax benefit at Spectra Energy Partners.

Other Income and Expenses. The $243 millionincrease was mainly attributable to lower equity losses from Field Services mainly due to the 2015 partial impairment of goodwill at DCP Midstream.

Interest Expense. The $21 milliondecrease was mainly due to higher capitalized interest and a lower Canadian dollar, partially offset by higher average long-term debt balances.

Income Tax Expense. The $56 millionincrease was primarily attributable to the tax impact on the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

The effective tax rate for income from continuing operations was 22% for the six months ended June 30, 2016 compared to 19% for the same period in 2015.

Net Income—Noncontrolling Interests. The $28 millionincrease was driven primarily by higher noncontrolling ownership interests at 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 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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Spectra Energy Partners	$	471		$	478		$	944		$	933
Distribution	104			98			274			290
Western Canada Transmission & Processing	97			104			220			265
Field Services	(14		)	(233		)	(11		)	(250		)
Total reportable segment EBITDA	658			447			1,427			1,238
Other	(36		)	(12		)	(55		)	(27		)
Total reportable segment and other EBITDA	$	622		$	435		$	1,372		$	1,211
Depreciation and amortization	196			193			389			386
Interest expense	153			166			304			325
Interest income and other (a)	—			(3		)	2			(1		)
Earnings before income taxes	$	273		$	73		$	681		$	499

___________

(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 June 30,							Six Months Ended June 30,
	2016		2015		Increase (Decrease)			2016		2015		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	618	$	603	$	15		$	1,242	$	1,209	$	33
Operating expenses
Operating, maintenance and other	216		192		24			421		399		22
Other income and expenses	69		67		2			123		123		—
EBITDA	$	471	$	478	$	(7	)	$	944	$	933	$	11
Express pipeline revenue receipts, MBbl/d (a)	233		235		(2		)	233		242		(9		)
Platte PADD II deliveries, MBbl/d	143		172		(29		)	132		170		(38		)

___________

(a) Thousand barrels per day.

Three Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $15 millionincrease was driven by:

• a $29 million increase due to expansion projects primarily on Texas Eastern and

• a $3 million increase in storage revenues due to new contracts at higher rates, partially offset by

• a $5 million decrease in recoveries of electric power and other costs passed through to gas transmission customers,

• a $4 million decrease in processing revenues primarily due to volumes and lower prices,

• a $4 million decrease in crude oil transportation revenues, as a result of lower Platte pipeline volumes, partially offset by increased tariff rates mainly on the Express pipeline and

• a $4 million decrease in natural gas transportation revenues mainly from short-term firm transportation on Texas Eastern.

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Operating, Maintenance and Other. The $24 millionincrease was driven by:

• a $16 million increase in expansion project costs,

• a $9 million increase in property taxes due to the benefit recognized in 2015 and

• a $6 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, PA, partially offset by

• a $5 million decrease in electric power and other costs passed through to gas transmission customers and

• a $3 million decrease in power costs due to lower usage in 2016 on the Express and Platte pipelines.

Other Income and Expenses. Relatively flat year over year and included:

• a $17 million increase primarily due to higher AFUDC from higher capital spending on expansion projects, offset by

• an $18 million decrease primarily due to the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.

Six Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $33 millionincrease was driven by:

• a $57 million increase due to expansion projects, primarily on Texas Eastern, partially offset by

• a $10 million decrease in natural gas transportation revenues mainly from interruptible transportation on Texas Eastern and Maritimes and Northeast, L.L.C. and short-term firm transportation on Algonquin Gas Transmission, LLC,

• a $9 million decrease in recoveries of electric power and other costs passed through to gas transmission customers,

• a $4 million decrease in processing revenues primarily due to lower prices and volumes and

• a $4 million decrease in crude oil transportation revenues, as a result of lower volumes on the Platte and Express pipelines, substantially offset by increased tariff rates mainly on the Express pipeline.

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

• a $31 million increase in expansion project costs,

• a $6 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, PA and

• a $5 million increase in property taxes due to the benefit recognized in 2015, partially offset by

• a $9 million decrease due to a prior year non-cash impairment charge on Ozark Gas Gathering,

• a $9 million decrease in electric power and other costs passed through to gas transmission customers and

• a $6 million decrease in power costs due to lower usage in 2016 on the Express and Platte pipelines.

Other Income and Expenses. Relatively flat year over year and included:

• a $24 million increase primarily due to higher AFUDC from higher capital spending on expansion projects, offset by

• a $31 million decrease in equity earnings primarily due to the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.

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Distribution

	Three Months Ended June 30,							Six Months Ended June 30,
	2016		2015		Increase (Decrease)			2016		2015		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	284	$	290	$	(6	)	$	749	$	952	$	(203	)
Operating expenses
Natural gas purchased	91		103		(12		)	306		486		(180		)
Operating, maintenance and other	89		90		(1		)	171		176		(5		)
Other income and expenses	—		1		(1		)	2		—		2
EBITDA	$	104	$	98	$	6		$	274	$	290	$	(16	)
Number of customers, thousands								1,446		1,425		21
Heating degree days, Fahrenheit	1,032		866		166			4,347		5,125		(778		)
Pipeline throughput, TBtu (a)	155		132		23			385		460		(75		)
Canadian dollar exchange rate, average	1.29		1.23		0.06			1.33		1.23		0.10

___________

(a) Trillion British thermal units.

Three Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $6 milliondecrease was driven by:

• a $15 million decrease resulting from a lower Canadian dollar,

• a $12 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 and

• a $7 million decrease in industrial market usage, partially offset by

• a $19 million increase in residential customer usage of natural gas primarily due to colder weather in 2016,

• a $5 million increase from the 2015 Dawn-Parkway expansion project and

• a $4 million increase from growth in the number of customers.

Natural Gas Purchased. The $12 milliondecrease was driven by:

• a $12 million decrease from lower natural gas prices passed through to customers,

• a $7 million decrease in industrial market usage and

• a $4 million decrease resulting from a lower Canadian dollar, partially offset by

• a $10 million increase due to higher volumes of natural gas sold to residential customers primarily due to colder weather and

• a $3 million increase from growth in the number of customers.

Six Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $203 milliondecrease was driven by:

• a $98 million decrease in residential customer usage of natural gas primarily due to warmer weather in 2016,

• a $78 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,

• a $67 million decrease resulting from a lower Canadian dollar and

• a $9 million decrease in industrial market usage, partially offset by

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• a $22 million increase from growth in the number of customers,

• an $11 million increase from lower utility earnings to be shared with customers in accordance with the incentive regulation framework,

• an $11 million increase from the 2015 Dawn-Parkway expansion project,

• a $5 million increase in rates primarily due to increased DSM program charges and

• a $5 million increase in storage revenue primarily due to higher storage pricing.

Natural Gas Purchased. The $180 milliondecrease was driven by:

• an $80 million decrease due to lower volumes of natural gas sold to residential customers primarily due to warmer weather,

• a $79 million decrease from lower natural gas prices passed through to customers,

• a $29 million decrease resulting from a lower Canadian dollar and

• a $9 million decrease in industrial market usage, partially offset by

• an $18 million increase from growth in the number of customers.

Operating, Maintenance and Other. The $5 milliondecrease was driven by:

• a $13 million decrease resulting from a lower Canadian dollar, partially offset by

• a $6 million increase in operating and maintenance expenses primarily due to higher employee related costs and increased DSM program charges.

Western Canada Transmission & Processing

	Three Months Ended June 30,								Six Months Ended June 30,
	2016		2015			Increase (Decrease)			2016		2015		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	258	$	304		$	(46	)	$	563	$	674	$	(111	)
Operating expenses
Natural gas and petroleum products purchased	15		25			(10		)	63		92		(29		)
Operating, maintenance and other	148		174			(26		)	285		321		(36		)
Other income and expenses	2		(1		)	3			5		4		1
EBITDA	$	97	$	104		$	(7	)	$	220	$	265	$	(45	)
Pipeline throughput, TBtu	214		220			(6		)	466		476		(10		)
Volumes processed, TBtu	163		156			7			339		336		3
Canadian dollar exchange rate, average	1.29		1.23			0.06			1.33		1.23		0.10

Three Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $46 milliondecrease was driven by:

• a $14 million decrease in firm gathering and processing revenues,

• a $12 million decrease resulting from a lower Canadian dollar,

• a $12 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at the Empress operations and

• a $5 million decrease resulting from lower settlement gains associated with the risk management program at the Empress operations.

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Natural Gas and Petroleum Products Purchased. The $10 milliondecrease was driven by:

• a $5 million non-cash charge to reduce the value of propane inventory at the Empress operations to net realizable value at June 30, 2015 and

• a $4 million decrease primarily as a result of lower costs of NGL sales at the Empress operations.

Operating, Maintenance and Other. The $26 milliondecrease was driven by:

• a $17 million decrease in plant turnaround costs and

• a $7 million decrease resulting from a lower Canadian dollar.

Six Months Ended June 30, 2016 Compared to Same Period in 2015

Operating Revenues. The $111 milliondecrease was driven by:

• a $46 million decrease resulting from a lower Canadian dollar,

• a $25 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at the Empress operations,

• a $21 million decrease due to lower NGL prices associated with the Empress operations and

• a $17 million decrease in firm gathering and processing revenues.

Natural Gas and Petroleum Products Purchased. The $29 milliondecrease was driven by:

• a $23 million decrease primarily as a result of lower costs of NGL sales at the Empress facility and

• a $6 million decrease resulting from a lower Canadian dollar.

Operating, Maintenance and Other. The $36 milliondecrease was driven by:

• a $21 million decrease in plant turnaround costs and

• a $21 million decrease resulting from a lower Canadian dollar.

Field Services

	Three Months Ended June 30,									Six Months Ended June 30,
	2016			2015			Increase (Decrease)			2016			2015			Increase (Decrease)
	(in millions, except where noted)
Earnings (loss) from equity investments	$	(14	)	$	(233	)	$	219		$	(11	)	$	(250	)	$	239
EBITDA	$	(14	)	$	(233	)	$	219		$	(11	)	$	(250	)	$	239
Natural gas gathered and processed/transported, TBtu/d (a,b)	6.7			7.0			(0.3		)	6.8			7.1			(0.3		)
NGL production, MBbl/d (a)	416			408			8			399			404			(5		)
Average natural gas price per MMBtu (c,d)	$	1.95		$	2.64		$	(0.69	)	$	2.02		$	2.81		$	(0.79	)
Average NGL price per gallon (e)	$	0.46		$	0.48		$	(0.02	)	$	0.41		$	0.48		$	(0.07	)
Average crude oil price per barrel (f)	$	45.64		$	57.94		$	(12.30	)	$	39.54		$	53.29		$	(13.75	)

___________

(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.

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Three Months Ended June 30, 2016 Compared to Same Period in 2015

EBITDA increased $219 million mainly as a result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $213 million increase primarily as a result of the 2015 partial impairment of goodwill at DCP Midstream,

• a $24 million increase in gathering and processing margins primarily as a result of asset growth and favorable contract realignment and

• an $11 million increase due to favorable results from NGL pipelines, partially offset by

• a $19 million decrease resulting from increased net income attributable to noncontrolling interests primarily as a result of asset growth and prior year asset impairments and

• a $15 million decrease from commodity-sensitive processing arrangements primarily due to decreased natural gas and crude oil prices.

Six Months Ended June 30, 2016 Compared to Same Period in 2015

EBITDA increased $239 million mainly as a result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $213 million increase primarily as a result of the 2015 partial impairment of goodwill at DCP Midstream,

• a $49 million increase in gathering and processing margins primarily as a result of asset growth and favorable contract realignment,

• a $45 million increase primarily as a result of a producer settlement and

• a $23 million increase due to favorable results from NGL pipelines, partially offset by unfavorable results from wholesale propane, partially offset by

• a $49 million decrease from commodity-sensitive processing arrangements primarily due to decreased natural gas and crude oil prices and

• a $22 million decrease resulting from increased net income attributable to noncontrolling interests primarily as a result of asset growth and prior year asset impairments.

Other

	Three Months Ended June 30,									Six Months Ended June 30,
	2016			2015			Increase (Decrease)			2016			2015			Increase (Decrease)
	(in millions)
Operating revenues	$	19		$	17		$	2		$	36		$	35		$	1
Operating expenses
Operating, maintenance and other	53			30			23			90			62			28
Other income and expenses	(2		)	1			(3		)	(1		)	—			(1		)
EBITDA	$	(36	)	$	(12	)	$	(24	)	$	(55	)	$	(27	)	$	(28	)

Three Months Ended June 30, 2016 Compared to Same Period in 2015

EBITDA. The $24 milliondecrease was driven by:

• a $10 million decrease due to captive insurance general liability reserve related to the Texas Eastern incident near Delmont, PA and

• a $10 million decrease due to higher employee benefit costs.

42

Six Months Ended June 30, 2016 Compared to Same Period in 2015

EBITDA. The $28 milliondecrease was driven by:

• a $14 million decrease due to higher employee benefit costs and

• a $10 million decrease due to captive insurance general liability reserve related to the Texas Eastern incident near Delmont, PA.

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, 2016 (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, 2016 were substantially in excess of their respective carrying values.

No triggering events have occurred with our reporting units since the April 1, 2016 test that would warrant re-testing for goodwill impairment.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2016, we had negative working capital of $1,149 million. This balance includes commercial paper liabilities totaling $1,113 million and accrued interest of $181 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 June 30, 2016, our four revolving credit facilities included Spectra Capital’s $1.0 billion facility, SEP’s $2.5 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 700 million Canadian dollar facility, with available capacity of $1.8 billion under SEP’s credit facility and $1.4 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 for temporary funding of capital expenditures and 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 14 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.

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Cash Flow Analysis

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

	Six Months Ended June 30,
	2016			2015
Net cash provided by (used in):	(in millions)
Operating activities	$	1,239		$	1,456
Investing activities	(1,744		)	(976		)
Financing activities	528			(406		)
Effect of exchange rate changes on cash	4			(2		)
Net increase in cash and cash equivalents	27			72
Cash and cash equivalents at beginning of period	213			215
Cash and cash equivalents at end of period	$	240		$	287

Operating Cash Flows

Net cash provided by operating activities decreased $217 million to $1,239 million in the six months ended June 30, 2016 compared to the same period in 2015, driven mostly by changes in working capital.

Investing Cash Flows

Net cash used in investing activities increased $768 million to $1,744 million in the six months ended June 30, 2016 compared to the same period in 2015. This change was driven mainly by an increase in capital and investment expenditures.

	Six Months Ended June 30,
	2016		2015
Capital and Investment Expenditures	(in millions)
Spectra Energy Partners	$	1,135	$	638
Distribution	341		207
Western Canada Transmission & Processing	133		149
Total reportable segments	1,609		994
Other	23		29
Total consolidated	$	1,632	$	1,023

Capital and investment expenditures for the six months ended June 30, 2016 consisted of $1,388 million for expansion projects and $244 million for maintenance.

We project 2016 capital and investment expenditures of approximately $4.2 billion, consisting of approximately $2.7 billion for SEP, $0.9 billion for Distribution and $0.6 billion for Western Canada Transmission & Processing. Total projected 2016 capital and investment expenditures include approximately $3.6 billion of expansion capital expenditures and $0.6 billion for maintenance and upgrades of existing plants, pipelines and infrastructure to serve growth. These projections exclude contributions from noncontrolling interests.

Financing Cash Flows and Liquidity

Net cash provided by financing activities increased $934 million to $528 million for the six months ended June 30, 2016 compared to the same period in 2015. This change was mainly driven by $868 million from Spectra Energy's common stock issuance proceeds in 2016.

Spectra Energy Common Stock Issuances. On March 1, 2016, we entered into an equity distribution agreement under which we may sell and issue common stock up to an aggregate offering price of $500 million. The equity distribution agreement allows us to offer and sell common stock at prices deemed appropriate through sales agents. Sales of common stock under the equity distribution agreement will be made by means of ordinary brokers’ transactions through the facilities of the NYSE, in block transactions, or as otherwise agreed upon by one or more of the sales agents and us. We intend to use the net proceeds from sales under this at-the-market program for general corporate purposes, including investments in subsidiaries to

44

fund capital expenditures. We issued approximately 12.9 million of common shares to the public under this program, for total net proceeds of $383 million through June 30, 2016.

In April 2016, we issued 16.1 million common shares to the public for net proceeds of approximately $479 million. Net proceeds from the offering were used to purchase approximately 10.4 million common units in SEP. SEP intends to use the proceeds from our unit purchase for general corporate purposes, including the funding of its current expansion capital plan.

SEP Common Unit Issuances. During the six months ended June 30, 2016, SEP issued 7.0 million common units to the public under its at-the-market program and approximately 143,000 general partner units to Spectra Energy. Total net proceeds to SEP were $327 million (net proceeds to Spectra Energy were $321 million). In April 2016, SEP issued 10.4 million common units and 0.2 million general partner units to Spectra Energy in a private placement transaction. In connection with the issuances of the units, a $23 million gain ($15 million net of tax) to Additional Paid-in Capital and a $297 million increase in Equity—Noncontrolling Interests were recorded during the six months ended June 30, 2016. The issuances decreased Spectra Energy’s ownership in SEP from 78% to 77% at June 30, 2016. In 2016, SEP has issued 7.8 million common units to the public and approximately 160,000 general partner units to Spectra Energy, for total net proceeds to SEP of $365 million (net proceeds to Spectra Energy were $358 million) through its at-the-market program.

Available Credit Facilities and Restrictive Debt Covenants. See Note 14 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. This ratio was 56% at June 30, 2016. 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 June 30, 2016, 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 2018. 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 $0.405 per common share on July 5, 2016 payable on September 7, 2016 to shareholders of record at the close of business on August 12, 2016.

Debt Issuances. On May 31, 2016, Union Gas issued 250 million Canadian dollars (approximately $191 million as of the issuance date) of 2.81% unsecured notes due 2026 and 250 million Canadian dollars (approximately $191 million as of the issuance date) of 3.80% unsecured notes due 2046. Net proceeds from the offerings were used for repayment of short term debt and debt maturities, capital expenditures and general corporate purposes.

Other Financing Matters. Spectra Energy Corp, Spectra Capital and SEP have effective shelf registration statements on file with the SEC to register the issuance of unlimited amounts of various equity and debt securities. SEP also has $620 million available as of June 30, 2016 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 1.2 billion Canadian dollars (approximately $929 million) available as of June 30, 2016 for the issuance of debt securities in the Canadian market under their medium term note shelf prospectuses.

On March 18, 2016, Westcoast filed a new 1 billion Canadian dollar short form base shelf prospectus, which provides for the issuance of first preferred shares. As of the date of this filing, Westcoast has 1 billion Canadian dollars (approximately $774 million) available for the issuance of preferred shares under this prospectus, which expires on April 18, 2018.

OTHER ISSUES

New Accounting Pronouncements. See Note 23 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, 2015. We believe our exposure to market risk has not changed materially since then.

45

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 June 30, 2016, 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 June 30, 2016 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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 17 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, 2015 which could materially affect our financial condition or future results. There have been no material changes to those risk factors.

46

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
*10.1	Change in Control Agreement (As Amended and Restated) for Chair, President and CEO.
*10.2	Form of Change in Control Agreement (As Amended and Restated) for other Named Executive Officers.
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema.
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*101.LAB	XBRL Taxonomy Extension Label Linkbase.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

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

47

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: August 3, 2016	/s/ Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: August 3, 2016	/s/ J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

48

EX-10.1

EXHIBIT 10.1

CHANGE IN CONTROL AGREEMENT

(As Amended and Restated)

THIS AGREEMENT (As Amended and Restated) (the “Agreement”), dated as of April 26, 2016 (the “Effective Date”), is made by and between SPECTRA ENERGY CORP, a Delaware corporation (the “Company”), and GREGORY L. EBEL (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel;

WHEREAS, the Board of Directors of the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders;

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; and

WHEREAS, the Company and the Executive previously entered into that certain Change in Control Agreement, dated as of December 6, 2011 (the “Prior Agreement Effective Date”), as amended, (the “Prior Agreement”) and now mutually desire to amend and restate the Prior Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive, intending to be legally bound, do hereby agree as follows:

1.Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)“Accrued Rights” shall have the meaning set forth in Section 3 hereof.

(B)“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(C)“Auditor” shall have the meaning set forth in Section 4.2 hereof.

(D)“Base Amount” shall have the meaning set forth in Code Section 280G(b)(3).

CEO CIC Agreement

(E)“Beneficial Ownership” shall have the meaning set forth in Rule 13d‑3 under the Exchange Act.

(F)“Board” shall mean the Board of Directors of the Company.

(G)“Cause” for termination by the Company of the Executive’s employment shall mean (i) a material failure by the Executive to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Executive’s position, (ii) the final conviction of the Executive of a (A) felony, (B) crime or criminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Executive’s employment with the Company or an Affiliate, (iii) an egregious act of dishonesty by the Executive (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Executive toward the customers or employees of the Company or any Affiliate, (iv) a material breach by the Executive of the Company’s Code of Business Ethics, (v) the failure of the Executive 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; provided, however, that the Company shall not have reason to terminate the Executive’s employment for Cause pursuant to this Agreement unless the Executive receives written notice from the Company identifying the acts or omissions constituting Cause and gives the Executive a thirty (30) day opportunity to cure, if such acts or omissions are capable of cure.

(H)“Change in Control” means:

(a)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (iv) any acquisition pursuant to a transaction that complies with Sections (c)(1), (c)(2) and (c)(3) of this definition;

(b)    Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs

2

CEO CIC Agreement

as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any parent or other entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)    Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding anything in the foregoing to the contrary, with respect to compensation (i) that is subject to Code Section 409A and (ii) for which a Change in Control would accelerate the timing of payment thereunder, the term “Change in Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined in Code Section 409A and authoritative guidance thereunder, but only to the extent inconsistent with the above definition and as necessary to comply with Code Section 409A as determined by the Company.

3

CEO CIC Agreement

(I)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(J)“Company” shall mean Spectra Energy Corp and, except in determining under Section 1.H hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(K)“Confidential Information” shall have the meaning set forth in Section 8 hereof.

(L)“DB Pension Plan” shall mean any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company and any other defined benefit plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement benefits.

(M)“DC Pension Plan” shall mean any tax-qualified, supplemental or excess defined contribution plan maintained by the Company and any other defined contribution plan or agreement entered into between the Executive and the Company which is designed to provide the executive with supplemental retirement benefits.

(N)“Date of Termination” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full‑time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor (without the consent of the Company) more than sixty (60) days, respectively, from the date such Notice of Termination is given).

(O)“Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, shall have qualified for benefits under the Company’s long-term disability program, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(P)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

4

CEO CIC Agreement

(Q)    “Excise Tax” shall mean any excise tax imposed under Code section 4999.

(R)“Executive” shall mean the individual named in the first paragraph of this Agreement.

(S)“Good Reason” for termination by the Executive of the Execu- tive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control (subject to Section 4.3 hereof) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a substantial adverse alteration in the nature or status of the Executive’s responsibilities, (ii) a material reduction in the Executive’s annual base salary, (iii) a material reduction in the Executive’s target annual bonus, (iv) the elimination of any material employee benefit plan in which the Executive is a participant or the material reduction of the Executive’s benefits under such plan, unless the Company either (A) immediately replaces such employee benefit plan or unless the Executive is permitted to immediately participate in other employee benefit plan(s) providing the Executive with a substantially equivalent value of benefits in the aggregate to those eliminated or materially reduced, or (B) immediately provides the Executive with other forms of compensation of comparable value to that being eliminated or reduced, (v) the failure of the Company to obtain the assumption of this Agreement from any successor as contemplated in Section 11.1 hereof, or (vi) a relocation without the written consent of the Executive that requires the Executive to report to a work location more than 35 miles from the work location to which he was assigned prior to the Change in Control.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(T)“Notice of Termination” shall have the meaning set forth in Section 5 hereof.

(U)“Person” shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(V)“Repayment Amount” shall have the meaning set forth in Section 7.3 hereof.

5

CEO CIC Agreement

(W)“Restricted Period” shall have the meaning set forth in Section 7.2 hereof.

(X)“Separation from Service” shall have the meaning provided under Code Section 409A.

(Y)“Severance Payments” shall have the meaning set forth in Section 4.1(C) hereof.

(Z)“Severance Period” shall have the meaning set forth in Section 4.1(C) hereof.

(AA)“Specified Employee” shall have the meaning provided under Code Section 409A.

(BB)“Subsidiary” means an entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated from time to time by the Company.

(CC)“Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

(DD)“Total Payments” shall mean those payments so described in Section 4.2 hereof.

2.Term of Agreement. The Term of this Agreement shall commence on the Effective Date hereof and shall continue in effect through the second anniversary of the Effective Date hereof; provided, however, that commencing on the date that is twelve (12) months following the Effective Date hereof and each subsequent anniversary of the Effective Date hereof, the Term shall automatically be extended for one additional year; furtherprovided, however, the Company or the Executive may terminate this Agreement effective at any time following the second anniversary of the Prior Agreement Effective Date only with six (6) months advance written notice; and furtherprovided, however, that, notwithstanding the above, if a Change in Control shall have occurred during the Term, the Term shall in no case expire earlier than twenty‑four (24) months beyond the month in which such Change in Control occurred.

This Agreement supersedes any prior Change in Control Agreement between the Company and the Executive in its entirety.

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3.Compensation Other Than Severance Payments. If the Executive’s employment shall be terminated for any reason following a Change in Control (subject to Section 4.3 hereof) and during the Term, the Company shall pay the Executive the salary amounts payable in the normal course for service through the Date of Termination and any rights or payments that have become vested or that are otherwise due in accordance with the terms of any employee benefit, incentive, or compensation plan or arrangement maintained by the Company that the Executive participated in at the time of his or her termination of employment (together, the “Accrued Rights”).

4.Severance Payments.

4.1Subject to Sections 4.2 and 4.3 hereof, and further subject to the Executive executing and not revoking a release of claims substantially in the form set forth as Exhibit A to this Agreement, if the Executive’s employment is terminated following a Change in Control and during the Term (but in any event not later than twenty-four (24) months following a Change in Control), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, in any such case, in addition to the payments and benefits representing the Executive’s Accrued Rights, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 4.1 (“Severance Payments”).

(A)A lump-sum payment equal to (i) the Executive’s annual bonus payment earned for any completed bonus year prior to termination of employment, if not previously paid, plus (ii) a pro-rata amount of the Executive’s target bonus under any performance-based bonus plan, program, or arrangement in which the Executive participates for the year in which the termination occurs, determined as if all program goals had been met, pro-rated based on the number of days of service during the bonus year occurring prior to termination of employment;

(B)In lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive, a lump sum severance payment, in cash, equal tothree (or, if less, the number of years (including partial years) until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)), multiplied by the sum of (i) the Executive’s annual base salary as in effect immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target short-term incentive bonus opportunity for the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance occurs constituting Good Reason. Notwithstanding the preceding sentence, in the event that a lump sum Severance Payment would constitute a change in the form or timing of any payment that is subject to, and not exempt under, Code Section 409A with respect to any severance benefit otherwise payable to the Executive under any other plan

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or arrangement, then the portion of the Severance Payment that is equal to the amount payable under such other severance plan shall be payable in the form and at the time applicable under such other severance plan, and any excess Severance Payment, as determined under this Section 4.1(B), shall be paid in a lump sum in accordance with this Section 4.1.

(C)For a period of two years immediately following the Date of Termination (or, if less, the period until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) (the “Severance Period”), the Company shall arrange to provide the Executive and his or her spouse, if any, and any other eligible dependents of Executive, with medical, dental, and basic life insurance benefits substantially similar to those provided to the Executive and his or her eligible dependents immediately prior to the Date of Termination, or, if more valuable in the aggregate, to those provided immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, in lieu of providing such benefits, the Company may choose to provide such benefits through a third-party insurer. As a condition to its obligation under the first sentence of this Section 4.1(C) with respect to medical and dental benefits, the Company may also require the Executive (and his or her spouse and other eligible dependents, if applicable) to elect to continue medical and dental coverage under COBRA unless electing to continue such coverage under COBRA would cause such individual(s) to no longer be eligible for any retiree health and welfare benefits offered by the Company or an Affiliate of the Company. Benefits otherwise receivable by the Executive pursuant to this Section 4.1(C) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Severance Period as a result of subsequent employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive).

To the extent the continuation of the benefits under this Section 4.1(C) is taxable to Executive, and for medical benefits, the benefits continue beyond the Executive’s COBRA period, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

(1)    Executive’s eligibility for benefits in one year will not affect Executive’s eligibility for benefits in any other year;

(2)    Any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and

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(3)    Executive’s right to benefits is not subject to liquidation or exchange for another benefit.

In the event the preceding sentence applies to certain benefits and Executive is a Specified Employee on the date of his Separation from Service, such benefits shall commence no sooner than the first day of the seventh month after the Executive’s Separation from Service.

(D)In addition to the benefits to which the Executive is entitled under the DC Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been contributed thereto by the Company on the Executive’s behalf during the Severance Period, determined (x) as if the Executive made the maximum permissible contributions thereto during such period, (y) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (z) without regard to any amendment to the DC Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the unvested portion, if any, of the Executive’s account balance under the tax-qualified DC Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term. In addition, the unvested portion, if any, of the Executive’s account balance under the nonqualified DC Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term shall be fully vested as of the Date of Termination and shall be paid out in accordance with the terms of the nonqualified DC Pension Plan.

(E)In addition to the benefits to which the Executive is entitled under the DB Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been allocated thereunder by the Company in respect of the Executive during the Severance Period, determined (x) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (y) without regard to any amendment to the DB Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the Executive’s unvested accrued benefit, if any, under the tax-qualified DB Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term.

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(F)Subject to the last sentence in this section 4.1(F), notwithstanding the terms of any award agreement or plan document to the contrary, the Executive shall be entitled to receive continued vesting of any long term incentive awards, including awards of stock options but excluding awards of restricted stock and phantom stock, held by the Executive at the time of his or her termination of employment that are not vested or exercisable on such date, in accordance with their terms as if the Executive’s employment had not terminated, for the duration of the Severance Period, with any options or similar rights to remain exercisable (to the extent exercisable at the end of the Severance Period) for a period of 90 days following the close of the Severance Period, but not beyond the maximum original term of such options or rights. However, if, at the time of his severance under the terms of this agreement the Executive has attained an age of 55 years and has at least 3 years of service, nothing in this section 4.1(F) shall truncate either the vesting period or the exercise period associated with an award. In the event that the terms of any award agreement or plan document, or the actions of the Board in connection with a Change in Control, would provide the Executive with greater benefits with respect to Executive’s awards than those set forth in this paragraph (for example and without limitation, full accelerated vesting of awards upon a Change in Control, a longer post-termination exercise period, lapse of restrictions on restricted stock, and/or other benefits in excess of or to a greater extent than those provided for in this paragraph with respect to any of Executive’s awards), then the terms and conditions of any such award agreement, plan document or Board action (as the case may be), to the extent of such greater benefits, shall apply to such award, and nothing in this Agreement shall be deemed to provide for or require the benefits only to the extent provided in the first two sentences of this Section 4.1(F).

(G)The Company shall pay to the Executive, a lump sum payment, in cash, equal to $30,000 for outplacement assistance purposes.

Except where otherwise expressly specified to the contrary under this Agreement, all lump sum payments under this Section 4.1 shall be paid within the sixty (60) day period immediately following the Executive’s Separation from Service, but only if the Executive has executed by such date as the Company may prescribe (which date shall in no event be later than the 50th day following the Executive’s Separation from Service) and not revoked the release of claims in accordance with the first paragraph of this Section 4.1. If the payment period described in the immediately preceding sentence begins in one taxable year and ends in another taxable year, payments described herein shall be made in the second taxable year. If the Executive is a Specified Employee on the date of his Separation from Service, any such payment (other than payments under Section 4.1(A)) that the Executive would otherwise be entitled to receive during the first six months following the Executive’s Separation from Service shall be accumulated and paid within fifteen (15) business days after the date that is six months following the Executive’s Separation from Service, or if earlier on the first day of the month following Executive’s

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death. The preceding sentence shall not apply if payments are being made to the Executive upon a Change in Control pursuant to Section 4.3.

4.2    (A)    Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of Code section 280G in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(B)    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G(b) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4).

(C)    At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax

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Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

4.3    Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control but after the Company and/or a third party have taken affirmative steps reasonably calculated to effectuate a Change in Control, (ii) such termination is a termination by the Company without Cause, or by the Executive for reasons that would have constituted Good Reason had they occurred following a Change in Control, and the event or actions taken by the Company in connection with such termination have been taken at the request or suggestion of such third party, and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does in fact occur, then for purposes of this Agreement, the date immediately prior to the date of such termination shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to the Executive under this Agreement in such event, the date of the actual Change in Control shall be treated as the date of the Executive’s Separation from Service, and for purposes of determining the amount of payments and benefits to the Executive under this Section 4, the date Executive’s employment is actually terminated shall be treated as the Executive’s Date of Termination under Section 1(N).

5.Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

6.No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 4 hereof. Further, except as specifically provided in Section 4.1(C) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

7.Restrictive Covenants.

7.1Noncompetition and Nonsolicitation. During the Restricted Period (as defined below), the Executive agrees that he or she shall not, without the Company’s prior written consent, for any reason, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise (A) become engaged or involved in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that competes with the Company or any of

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CEO CIC Agreement

its Affiliates in the business of gathering, processing, distribution, storage or transmission of natural gas, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, 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; and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including Affiliates, is engaged at the termination of the Executive’s continuous employment by the Company, including Affiliates; or (B) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of the Company or any of its Affiliates to reduce, terminate, restrict or otherwise alter its business relationship with the Company or its Affiliates. The provisions of this Section 7.1 shall be limited in scope and effective only within the following geographical areas: (i) any country in the world where the Company, including Affiliates, has at least US$25 million in capital deployed as of termination of the Executive’s continuous employment by Company, including Affiliates; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the United States of America; (v) the states of Virginia, Georgia, Florida, Texas, California, Massachusetts, Illinois, Michigan, New York, Colorado, Oklahoma, Ohio, Kentucky, Indiana, Pennsylvania, Connecticut, Louisiana, Kansas, Montana, Missouri, Nebraska, and Wyoming; and (vi) any state or states with respect to which was conducted a business of the Company, including Affiliates, which business constituted a substantial portion of the Executive’s employment. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and the Executive 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 in Section 7.1 shall be construed to prohibit the Executive being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict the Executive providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

7.2Restricted Period. For purposes of this Agreement, “Restricted Period” shall mean the period of the Executive’s employment during the Term and, in the event of a termination of the Executive’s employment following a Change in Control that entitles Executive to Severance Payments covered by Section 4 hereof, the twelve (12) month period following such termination of employment, commencing from the Date of Termination.

7.3Forfeiture and Repayments. The Executive agrees that, in the event he or she violates the provisions of Section 7 hereof during the Restricted Period, he or she will forfeit and not be entitled to any Severance Payments or any non-cash

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benefits or rights under this Agreement (including, without limitation, stock option rights), other than the payments provided under Section 3 hereof. The Executive further agrees that, in the event he or she violates the provisions of Section 7 hereof following the payment or commencement of any Severance Payments, (A) he or she will forfeit and not be entitled to any further Severance Payments, and (B) he or she will be obligated to repay to the Company an amount in respect of the Severance Payments previously made to him or her under Section 4 hereof (the “Repayment Amount”). The Repayment Amount shall be determined by aggregating the cash Severance Payments made to the Executive and multiplying the resulting amount by a fraction, the numerator of which is the number of full and partial calendar months remaining in the Severance Period at the time of the violation (rounded to the nearest quarter of a month), and the denominator of which is twenty-four (24). The Repayment Amount shall be paid to the Company in cash in a single sum within ten (10) business days after the first date of the violation, whether or not the Company has knowledge of the violation or has made a demand for payment. Any such payment made following such date shall bear interest at a rate equal to the prime lending rate of Citibank, N.A. (as periodically set) plus 1%. Furthermore, in the event the Executive violates the provisions of Section 7 hereof, and notwithstanding the terms of any award agreement or plan document to the contrary (which shall be considered to be amended to the extent necessary to reflect the terms hereof), the Executive shall immediately forfeit the right to exercise any stock option or similar rights that are outstanding at the time of the violation, and the Repayment Amount, calculated as provided above, shall be increased by the amount of any gains (measured by the difference between the aggregate fair market value on the date of exercise of shares underlying the stock option or similar right (including without limitation restricted stock, restricted stock units, performance shares and phantom stock units) and the aggregate exercise price (if any) of such stock option or similar right) realized by the Executive upon the exercise or payment of such stock options or similar rights within the one-year period prior to the first date of the violation.

7.4Permissive Release. The Executive may request that the Company release him or her from the restrictive covenants of Section 7.1 hereof upon the condition that the Executive forfeit and repay all termination benefits and rights provided for in Section 4.1 hereof. The Company may, in its sole discretion, grant such a release in whole or in part or may reject such request and continue to enforce its rights under this Section 7.

7.5Consideration; Survival. The Executive acknowledges and agrees that the compensation and benefits provided in this Agreement constitute adequate and sufficient consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement. As further consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement, the Company has provided and will provide the Executive certain proprietary and other confidential information about the Company, including, but not limited to, business plans and strategies, budgets and budgetary projections, income and earnings projections and statements, cost analyses and assessments, and/or business assessments of legal and

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regulatory issues. The Executive’s obligations under this Section 7 shall survive any termination of his or her employment as specified herein.

8.Confidentiality. The Executive acknowledges that during the Executive’s employment with the Company or any of its Affiliates, the Executive will acquire, be exposed to and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or clients that is confidential, proprietary, and/or a trade secret (“Confidential Information”). At all times, both during and after the Term, the Executive shall keep and retain in confidence and shall not disclose, except as required and authorized in the course of the Executive’s employment with the Company or any its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes of this Agreement, such Confidential Information shall include, but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and business plans, strategies (including risk strategies), projections, business opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the foregoing, “Confidential Information” shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or by the Company or its Affiliates). The Executive acknowledges that the obligations pertaining to the confidentiality and non-disclosure of Confidential Information shall remain in effect for a period of five (5) years after termination of employment, or until the Company or its Affiliates has released any such information into the public domain, in which case the Executive’s obligation hereunder shall cease with respect only to such information so released into the public domain; provided, however, with respect to those items of Confidential Information which constitute a trade secret as defined by the applicable laws governing the protection of trade secrets of the Company, the Executive’s obligation of confidentiality shall continue to survive after the 5-year period to the greatest extent permitted by applicable trade secret law. The Executive’s obligations under this Section 8 shall survive any termination of his or her employment. If the Executive receives a subpoena or other judicial process requiring that he or she produce, provide or testify about Confidential Information, the Executive shall notify the Company and cooperate fully with the Company in resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the right either in the name of the Executive or in its own name to oppose or move to quash any subpoena or other legal process directed to the Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement, the Executive remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the United States Department of Labor or any other appropriate federal or state governmental agency, and the Executive remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Executive is free to participate in any federal or state administrative, judicial, or

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legislative proceeding or investigation if subpoenaed. The Executive shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof. Notwithstanding any other provision of this Agreement, nothing in this Agreement generally prevents the Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities Exchange Commission or any other federal, state, or local agency charged with the enforcement of any employment laws or any criminal or civil statute.

9.Return of Company Property. All records, files, lists, including, computer generated lists, drawings, documents, equipment and similar items relating to the business of the Company and its Affiliates which the Executive shall prepare or receive from the Company or its Affiliates shall remain the sole and exclusive property of Company and its Affiliates. Upon termination of the Executive’s employment for any reason, the Executive shall promptly return all property of Company or any of its Affiliates in his or her possession. The Executive further represents that he or she will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company or any of its Affiliates.

10.Acknowledgement and Enforcement. The Executive acknowledges that the restrictions contained in this Agreement with regards to the Executive’s use of Confidential Information and his or her future business activities are fair, reasonable and necessary to protect the Company’s legitimate protectable interests, particularly given the competitive nature and broad scope of the Company’s business and that of its Affiliates, as well as the Executive’s position with the Company. The Executive further acknowledges that the Company may have no adequate means to protect its rights under this Agreement other than by securing an injunction (a court order prohibiting the Executive from violating this Agreement). The Executive therefore agrees that the Company, in addition to any other right or remedy it may have, shall be entitled to enforce this Agreement by obtaining a preliminary and permanent injunction and any other appropriate equitable relief in any court of competent jurisdiction. The Executive acknowledges that the recovery of damages will not be an adequate means to redress a breach of this Agreement, but nothing in this Section 10 shall prohibit the Company from pursuing any remedies in addition to injunctive relief, including recovery of damages and/or any forfeiture or repayment obligations provided for herein.

11.Successors; Binding Agreement.

11.1In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such

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assumption and agreement to perform this Agreement prior to the effectiveness of any Change in Control shall be a breach of this Agreement and shall constitute Good Reason hereunder. For purposes of implementing the foregoing, the date on which any such Change in Control becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by the Executive.

11.2This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

12.Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. Such notices shall be directed, in the case of the Company, to the Company’s chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at the most recent address on file in the payroll records of the Company. Either party hereto may, by notice to the other, change its address for receipt of notices hereunder.

13.Code Section 409A. It is the intention of the Company and the Executive that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (a) gross income inclusion under Code Section 409A or (b) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Executive a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with Code Section 409A.

14.Miscellaneous. Except as otherwise provided in Section 13 hereof, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Chairman of the Board (or such officer as may be specifically designated by the Chairman of the Board). No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of

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this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party or Duke Energy; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or within two years following a Change in Control, by the Company other than for Cause, by the Executive for Good Reason, or under the circumstances described in Section 4.3. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed and no such payments shall be treated as creditable compensation under any other employee benefit plan, program, arrangement or agreement of or with the Company or its affiliates. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section 4 hereof) shall survive such expiration.

15.Certain Legal Fees. To provide the Executive with reasonable assurance that the purposes of this Agreement will not be frustrated by the cost of enforcement, the Company shall reimburse the Executive promptly after receipt of an invoice for reasonable attorneys’ fees and expenses incurred by the Executive as a result of a claim that the Company has breached or otherwise failed to perform its obligations under this Agreement or any provision hereof, regardless of which party, if any, prevails in the contest; provided, however, that Company shall not be responsible for such fees and expenses to the extent incurred in connection with a claim made by the Executive that the trier of fact in any such contest finds to be frivolous or if the Executive is determined to have breached his or her obligations under Sections 7, 8, 9, 16, or 17 of this Agreement; and providedfurther, however, the Company shall not be responsible for such fees or expenses in excess of $100,000 in the aggregate. Notwithstanding the preceding sentence, no reimbursement shall be made for attorneys’ fees and expenses incurred after the last day of the second taxable year of the Executive following the taxable year in which the Executive incurs a Separation from Service, and reimbursement of such amounts will not be made later than the last day of the third taxable year of the Executive following the taxable year in which the Executive incurs the Separation from Service.

16.Cooperation. The Executive agrees that he or she will fully cooperate in any litigation, proceeding, investigation or inquiry in which the Company or its Affiliates may be or become involved. The Executive also agrees to cooperate fully with any internal investigation or inquiry conducted by or on behalf of the Company. Such cooperation shall include the Executive making himself or herself available, upon the

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request of the Company or its counsel, for depositions, court appearances and interviews by Company’s counsel. The Company shall reimburse the Executive for all reasonable and documented out-of-pocket expenses incurred by him or her in connection with such cooperation. To the maximum extent permitted by law, the Executive agrees that he or she will notify the Board if he or she is contacted by any government agency or any other person contemplating or maintaining any claim or legal action against the Company or its Affiliates or by any agent or attorney of such person. Nothing contained in this Section 16 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law. Payment for expenses to be reimbursed under this Section 16 may not be made after December 31st of the year following the year in which the expense was incurred.

17.Non-Disparagement. The Executive agrees that he or she will not make or publish, or cause to be made or published, any statement which is, or may reasonably be considered to be, disparaging of the Company or its Affiliates, or directors, officers or employees of the businesses of the Company or its Affiliates. Nothing contained in this Section 17 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.

18.Validity; Severability. The invalidity or unenforceability of any provision of any Section or sub-Section of this Agreement, including, but not limited to, any provision contained in Section 7 hereof, shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be unenforceable because of the scope, activity or duration of such provision, or the area covered thereby, the parties hereto agree to modify such provision, or that the court making such determination shall have the power to modify such provision, to reduce the scope, activity, duration and/or area of such provision, or to delete specific words or phrases therefrom, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced to the maximum extent permitted by applicable law.

19.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

20.Settlement of Disputes. All claims by the Executive for benefits under this Agreement (a) shall be directed to and determined by the Chairman of the Board, unless the Executive is the Chief Executive Officer of the Company, in which case such a claim shall be directed to and determined by the Compensation Committee of the Board, and (b) shall be in writing. Any denial by the Chairman of the Board or the Compensation Committee of the Board, as applicable, of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific provisions of this Agreement relied upon.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date first written above.

SPECTRA ENERGY CORP

By: /s/Dorothy M. Ables        

Name: Dorothy M. Ables

Title: Chief Administrative Officer

/s/Gregory L. Ebel                    

EXECUTIVE

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EXHIBIT A

RELEASE OF CLAIMS

        This RELEASE OF CLAIMS (the “Release”) is executed and delivered by ________________________ (the “Employee”) to SPECTRA ENERGY CORP (together with its successors, the “Company”).

In consideration of the agreement by the Company to provide the Employee with the rights, payments and benefits under the Change in Control Agreement between the Employee and the Company dated ___________ __, 20___ (the “Severance Agreement”), the Employee hereby agrees as follows:

Section 1. Release and Covenant. The Employee, of his or her own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements or other claims which the Employee, his or her dependents, relatives, heirs, executors, administrators, successors and assigns has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his or her employment by the Company and the cessation of said employment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990 and any other federal, state or local law, regulation or ordinance, or public policy, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Employee’s rights under the Severance Agreement.

Section 2. Due Care. The Employee acknowledges that he or she has received a copy of this Release prior to its execution and has been advised hereby of his or her opportunity to review and consider this Release for 21 days prior to its execution. The Employee further acknowledges that he or she has been advised hereby to consult with an attorney prior to executing this Release. The Employee enters into this Release having freely and knowingly elected, after due consideration, to execute this Release and to fulfill the promises set forth herein. This Release shall be revocable by the Employee during the 7-day period following its execution, and shall not become effective or enforceable until the expiration of such 7-day period. In the event of such a revocation, the Employee shall not be entitled to the consideration for this Release set forth above.

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Section 3. Nonassignment of Claims; Proceedings. The Employee represents and warrants that there has been no assignment or other transfer of any interest in any claim which the Employee may have against the Company or any of the Company Releasees. The Employee represents that he or she has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any of the matters set forth in this Release. The Employee further agrees that he or she will not seek or be entitled to any personal recovery in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in this Release.

Section 4. Reliance by Employee. The Employee acknowledges that, in his or her decision to enter into this Release, he or she has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in this Release and the Severance Agreement.

Section 5. Nonadmission. Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any of the Company Releasees.

Section 6. Communication of Safety Concerns. Notwithstanding any other provision of this Release, the Employee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state governmental agency, and the Employee remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to the Severance Agreement and this Release. With respect to any claims and matters resolved and terminated pursuant to the Severance Agreement and this Release, the Employee is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Employee shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

Section 7. Governing Law. This Release shall be interpreted, construed and governed according to the laws of the State of Texas, without reference to conflicts of law principles thereof.

Section 8. Severability. It is understood by you and the Company that if any part of this Release of Claims is held by a court to be invalid, the remaining portions shall not be affected.

[SIGNATURE PAGE FOLLOWS]

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This RELEASE OF CLAIMS is executed by the Employee and delivered to the Company on _____________________, 20___.

EMPLOYEE

____________________________________________________

[not to be signed upon execution of Change in Control Agreement]

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EX-10.2

EXHIBIT 10.2

CHANGE IN CONTROL AGREEMENT

(As Amended and Restated)

THIS AGREEMENT (As Amended and Restated) (the “Agreement”), dated as of ________________ (the “Effective Date”), is made by and between SPECTRA ENERGY CORP, a Delaware corporation (the “Company”), and ________________________________ (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel;

WHEREAS, the Board of Directors of the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders;

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; and

WHEREAS, the Company and the Executive previously entered into that certain Change in Control Agreement, dated as of __________ (the “Prior Agreement Effective Date”), as amended, (the “Prior Agreement”) and now mutually desire to amend and restate the Prior Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive, intending to be legally bound, do hereby agree as follows:

1.Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)“Accrued Rights” shall have the meaning set forth in Section 3 hereof.

(B)“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(C)“Auditor” shall have the meaning set forth in Section 4.2 hereof.

(D)“Base Amount” shall have the meaning set forth in Code Section 280G(b)(3).

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(E)“Beneficial Ownership” shall have the meaning set forth in Rule 13d‑3 under the Exchange Act.

(F)“Board” shall mean the Board of Directors of the Company.

(G)“Cause” for termination by the Company of the Executive’s employment shall mean (i) a material failure by the Executive to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Executive’s position, (ii) the final conviction of the Executive of a (A) felony, (B) crime or criminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Executive’s employment with the Company or an Affiliate, (iii) an egregious act of dishonesty by the Executive (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Executive toward the customers or employees of the Company or any Affiliate, (iv) a material breach by the Executive of the Company’s Code of Business Ethics, (v) the failure of the Executive 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; provided, however, that the Company shall not have reason to terminate the Executive’s employment for Cause pursuant to this Agreement unless the Executive receives written notice from the Company identifying the acts or omissions constituting Cause and gives the Executive a thirty (30) day opportunity to cure, if such acts or omissions are capable of cure.

(H)“Change in Control” means:

(a)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (iv) any acquisition pursuant to a transaction that complies with Sections (c)(1), (c)(2) and (c)(3) of this definition;

(b)    Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs

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as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any parent or other entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)    Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding anything in the foregoing to the contrary, with respect to compensation (i) that is subject to Code Section 409A and (ii) for which a Change in Control would accelerate the timing of payment thereunder, the term “Change in Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined in Code Section 409A and authoritative guidance thereunder, but only to the extent inconsistent with the above definition and as necessary to comply with Code Section 409A as determined by the Company.

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(I)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(J)“Company” shall mean Spectra Energy Corp and, except in determining under Section 1.H hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(K)“Confidential Information” shall have the meaning set forth in Section 8 hereof.

(L)“DB Pension Plan” shall mean any tax-qualified, supplemental or excess defined benefit pension plan maintained by the Company and any other defined benefit plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement benefits.

(M)“DC Pension Plan” shall mean any tax-qualified, supplemental or excess defined contribution plan maintained by the Company and any other defined contribution plan or agreement entered into between the Executive and the Company which is designed to provide the executive with supplemental retirement benefits.

(N)“Date of Termination” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full‑time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor (without the consent of the Company) more than sixty (60) days, respectively, from the date such Notice of Termination is given).

(O)“Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, shall have qualified for benefits under the Company’s long-term disability program, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(P)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

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(Q)    “Excise Tax” shall mean any excise tax imposed under Code section 4999.

(R)“Executive” shall mean the individual named in the first paragraph of this Agreement.

(S)“Good Reason” for termination by the Executive of the Execu- tive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control (subject to Section 4.3 hereof) of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a substantial adverse alteration in the nature or status of the Executive’s responsibilities, (ii) a material reduction in the Executive’s annual base salary, (iii) a material reduction in the Executive’s target annual bonus, (iv) the elimination of any material employee benefit plan in which the Executive is a participant or the material reduction of the Executive’s benefits under such plan, unless the Company either (A) immediately replaces such employee benefit plan or unless the Executive is permitted to immediately participate in other employee benefit plan(s) providing the Executive with a substantially equivalent value of benefits in the aggregate to those eliminated or materially reduced, or (B) immediately provides the Executive with other forms of compensation of comparable value to that being eliminated or reduced, (v) the failure of the Company to obtain the assumption of this Agreement from any successor as contemplated in Section 11.1 hereof, or (vi) a relocation without the written consent of the Executive that requires the Executive to report to a work location more than 35 miles from the work location to which he or she was assigned prior to the Change in Control.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(T)“Notice of Termination” shall have the meaning set forth in Section 5 hereof.

(U)“Person” shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(V)“Repayment Amount” shall have the meaning set forth in Section 7.3 hereof.

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(W)“Restricted Period” shall have the meaning set forth in Section 7.2 hereof.

(X)“Separation from Service” shall have the meaning provided under Code Section 409A.

(Y)“Severance Payments” shall have the meaning set forth in Section 4.1(C) hereof.

(Z)“Severance Period” shall have the meaning set forth in Section 4.1(C) hereof.

(AA)“Specified Employee” shall have the meaning provided under Code Section 409A.

(BB)“Subsidiary” means an entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated from time to time by the Company.

(CC)“Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

(DD)“Total Payments” shall mean those payments so described in Section 4.2 hereof.

2.Term of Agreement. The Term of this Agreement shall commence on the Effective Date hereof and shall continue in effect through the second anniversary of the Effective Date hereof; provided, however, that commencing on the date that is twelve (12) months following the Effective Date hereof and each subsequent anniversary of the Effective Date hereof, the Term shall automatically be extended for one additional year; furtherprovided, however, the Company or the Executive may terminate this Agreement effective at any time following the second anniversary of the Prior Agreement Effective Date only with six (6) months advance written notice; and furtherprovided, however, that, notwithstanding the above, if a Change in Control shall have occurred during the Term, the Term shall in no case expire earlier than twenty‑four (24) months beyond the month in which such Change in Control occurred.

This Agreement supersedes any prior Change in Control Agreement between the Company and the Executive in its entirety.

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3.Compensation Other Than Severance Payments. If the Executive’s employment shall be terminated for any reason following a Change in Control (subject to Section 4.3 hereof) and during the Term, the Company shall pay the Executive the salary amounts payable in the normal course for service through the Date of Termination and any rights or payments that have become vested or that are otherwise due in accordance with the terms of any employee benefit, incentive, or compensation plan or arrangement maintained by the Company that the Executive participated in at the time of his or her termination of employment (together, the “Accrued Rights”).

4.Severance Payments.

4.1Subject to Sections 4.2 and 4.3 hereof, and further subject to the Executive executing and not revoking a release of claims substantially in the form set forth as Exhibit A to this Agreement, if the Executive’s employment is terminated following a Change in Control and during the Term (but in any event not later than twenty-four (24) months following a Change in Control), other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then, in any such case, in addition to the payments and benefits representing the Executive’s Accrued Rights, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 4.1 (“Severance Payments”).

(A)A lump-sum payment equal to (i) the Executive’s annual bonus payment earned for any completed bonus year prior to termination of employment, if not previously paid, plus (ii) a pro-rata amount of the Executive’s target bonus under any performance-based bonus plan, program, or arrangement in which the Executive participates for the year in which the termination occurs, determined as if all program goals had been met, pro-rated based on the number of days of service during the bonus year occurring prior to termination of employment;

(B)In lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive, a lump sum severance payment, in cash, equal totwo (or, if less, the number of years (including partial years) until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)), multiplied by the sum of (i) the Executive’s annual base salary as in effect immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target short-term incentive bonus opportunity for the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance occurs constituting Good Reason. Notwithstanding the preceding sentence, in the event that a lump sum Severance Payment would constitute a change in the form or timing of any payment that is subject to, and not exempt under, Code Section 409A with respect to any severance benefit otherwise payable to the Executive under any other plan

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or arrangement, then the portion of the Severance Payment that is equal to the amount payable under such other severance plan shall be payable in the form and at the time applicable under such other severance plan, and any excess Severance Payment, as determined under this Section 4.1(B), shall be paid in a lump sum in accordance with this Section 4.1.

(C)For a period of two years immediately following the Date of Termination (or, if less, the period until the Executive reaches the Company’s mandatory retirement age, provided that the Company adopts a mandatory retirement age pursuant to 29 USC §631(c)) (the “Severance Period”), the Company shall arrange to provide the Executive and his or her spouse, if any, and any other eligible dependents of Executive, with medical, dental, and basic life insurance benefits substantially similar to those provided to the Executive and his or her eligible dependents immediately prior to the Date of Termination, or, if more valuable in the aggregate, to those provided immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, in lieu of providing such benefits, the Company may choose to provide such benefits through a third-party insurer. As a condition to its obligation under the first sentence of this Section 4.1(C) with respect to medical and dental benefits, the Company may also require the Executive (and his or her spouse and other eligible dependents, if applicable) to elect to continue medical and dental coverage under COBRA unless electing to continue such coverage under COBRA would cause such individual(s) to no longer be eligible for any retiree health and welfare benefits offered by the Company or an Affiliate of the Company. Benefits otherwise receivable by the Executive pursuant to this Section 4.1(C) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the Severance Period as a result of subsequent employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive).

To the extent the continuation of the benefits under this Section 4.1(C) is taxable to Executive, and for medical benefits, the benefits continue beyond the Executive’s COBRA period, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv):

(1)    Executive’s eligibility for benefits in one year will not affect Executive’s eligibility for benefits in any other year;

(2)    Any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and

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(3)    Executive’s right to benefits is not subject to liquidation or exchange for another benefit.

In the event the preceding sentence applies to certain benefits and Executive is a Specified Employee on the date of his Separation from Service, such benefits shall commence no sooner than the first day of the seventh month after the Executive’s Separation from Service.

(D)In addition to the benefits to which the Executive is entitled under the DC Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been contributed thereto by the Company on the Executive’s behalf during the Severance Period, determined (x) as if the Executive made the maximum permissible contributions thereto during such period, (y) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (z) without regard to any amendment to the DC Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the unvested portion, if any, of the Executive’s account balance under the tax-qualified DC Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term. In addition, the unvested portion, if any, of the Executive’s account balance under the nonqualified DC Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term shall be fully vested as of the Date of Termination and shall be paid out in accordance with the terms of the nonqualified DC Pension Plan.

(E)In addition to the benefits to which the Executive is entitled under the DB Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have been allocated thereunder by the Company in respect of the Executive during the Severance Period, determined (x) as if the Executive earned compensation during such period equal to the sum of the Executive’s base salary and target bonus as in effect immediately prior to the Date of Termination, or, if higher, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason, and (y) without regard to any amendment to the DB Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder, and (ii) the Executive’s unvested accrued benefit, if any, under the tax-qualified DB Pension Plan as of the Date of Termination that would have vested had Executive remained employed by the Company for the remainder of the Term.

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(F)Subject to the last sentence in this section 4.1(F), notwithstanding the terms of any award agreement or plan document to the contrary, the Executive shall be entitled to receive continued vesting of any long term incentive awards, including awards of stock options but excluding awards of restricted stock and phantom stock, held by the Executive at the time of his or her termination of employment that are not vested or exercisable on such date, in accordance with their terms as if the Executive’s employment had not terminated, for the duration of the Severance Period, with any options or similar rights to remain exercisable (to the extent exercisable at the end of the Severance Period) for a period of 90 days following the close of the Severance Period, but not beyond the maximum original term of such options or rights. However, if, at the time of his severance under the terms of this agreement the Executive has attained an age of 55 years and has at least 3 years of service, nothing in this section 4.1(F) shall truncate either the vesting period or the exercise period associated with an award. In the event that the terms of any award agreement or plan document, or the actions of the Board in connection with a Change in Control, would provide the Executive with greater benefits with respect to Executive’s awards than those set forth in this paragraph (for example and without limitation, full accelerated vesting of awards upon a Change in Control, a longer post-termination exercise period, lapse of restrictions on restricted stock, and/or other benefits in excess of or to a greater extent than those provided for in this paragraph with respect to any of Executive’s awards), then the terms and conditions of any such award agreement, plan document or Board action (as the case may be), to the extent of such greater benefits, shall apply to such award, and nothing in this Agreement shall be deemed to provide for or require the benefits only to the extent provided in the first two sentences of this Section 4.1(F).

(G)The Company shall pay to the Executive, a lump sum payment, in cash, equal to $30,000 for outplacement assistance purposes.

Except where otherwise expressly specified to the contrary under this Agreement, all lump sum payments under this Section 4.1 shall be paid within the sixty (60) day period immediately following the Executive’s Separation from Service, but only if the Executive has executed by such date as the Company may prescribe (which date shall in no event be later than the 50th day following the Executive’s Separation from Service) and not revoked the release of claims in accordance with the first paragraph of this Section 4.1. If the payment period described in the immediately preceding sentence begins in one taxable year and ends in another taxable year, payments described herein shall be made in the second taxable year. If the Executive is a Specified Employee on the date of his Separation from Service, any such payment (other than payments under Section 4.1(A)) that the Executive would otherwise be entitled to receive during the first six months following the Executive’s Separation from Service shall be accumulated and paid within fifteen (15) business days after the date that is six months following the Executive’s Separation from Service, or if earlier on the first day of the month following Executive’s

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death. The preceding sentence shall not apply if payments are being made to the Executive upon a Change in Control pursuant to Section 4.3.

4.2    (A)    Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of Code section 280G in such other plan, arrangement or agreement, the cash Severance Payments shall first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(B)    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G(b) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4).

(C)    At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax

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Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

4.3    Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control but after the Company and/or a third party have taken affirmative steps reasonably calculated to effectuate a Change in Control, (ii) such termination is a termination by the Company without Cause, or by the Executive for reasons that would have constituted Good Reason had they occurred following a Change in Control, and the event or actions taken by the Company in connection with such termination have been taken at the request or suggestion of such third party, and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does in fact occur, then for purposes of this Agreement, the date immediately prior to the date of such termination shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits to the Executive under this Agreement in such event, the date of the actual Change in Control shall be treated as the date of the Executive’s Separation from Service, and for purposes of determining the amount of payments and benefits to the Executive under this Section 4, the date Executive’s employment is actually terminated shall be treated as the Executive’s Date of Termination under Section 1(N).

5.Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

6.No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 4 hereof. Further, except as specifically provided in Section 4.1(C) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

7.Restrictive Covenants.

7.1Noncompetition and Nonsolicitation. During the Restricted Period (as defined below), the Executive agrees that he or she shall not, without the Company’s prior written consent, for any reason, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise (A) become engaged or involved in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that competes with the Company or any of

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its Affiliates in the business of gathering, processing, distribution, storage or transmission of natural gas, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, 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; and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including Affiliates, is engaged at the termination of the Executive’s continuous employment by the Company, including Affiliates; or (B) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of the Company or any of its Affiliates to reduce, terminate, restrict or otherwise alter its business relationship with the Company or its Affiliates. The provisions of this Section 7.1 shall be limited in scope and effective only within the following geographical areas: (i) any country in the world where the Company, including Affiliates, has at least US$25 million in capital deployed as of termination of the Executive’s continuous employment by Company, including Affiliates; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the United States of America; (v) the states of Virginia, Georgia, Florida, Texas, California, Massachusetts, Illinois, Michigan, New York, Colorado, Oklahoma, Ohio, Kentucky, Indiana, Pennsylvania, Connecticut, Louisiana, Kansas, Montana, Missouri, Nebraska, and Wyoming; and (vi) any state or states with respect to which was conducted a business of the Company, including Affiliates, which business constituted a substantial portion of the Executive’s employment. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and the Executive 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 in Section 7.1 shall be construed to prohibit the Executive being retained during the Restricted Period in a capacity as an attorney licensed to practice law, or to restrict the Executive providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary to law.

7.2Restricted Period. For purposes of this Agreement, “Restricted Period” shall mean the period of the Executive’s employment during the Term and, in the event of a termination of the Executive’s employment following a Change in Control that entitles Executive to Severance Payments covered by Section 4 hereof, the twelve (12) month period following such termination of employment, commencing from the Date of Termination.

7.3Forfeiture and Repayments. The Executive agrees that, in the event he or she violates the provisions of Section 7 hereof during the Restricted Period, he or she will forfeit and not be entitled to any Severance Payments or any non-cash

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benefits or rights under this Agreement (including, without limitation, stock option rights), other than the payments provided under Section 3 hereof. The Executive further agrees that, in the event he or she violates the provisions of Section 7 hereof following the payment or commencement of any Severance Payments, (A) he or she will forfeit and not be entitled to any further Severance Payments, and (B) he or she will be obligated to repay to the Company an amount in respect of the Severance Payments previously made to him or her under Section 4 hereof (the “Repayment Amount”). The Repayment Amount shall be determined by aggregating the cash Severance Payments made to the Executive and multiplying the resulting amount by a fraction, the numerator of which is the number of full and partial calendar months remaining in the Severance Period at the time of the violation (rounded to the nearest quarter of a month), and the denominator of which is twenty-four (24). The Repayment Amount shall be paid to the Company in cash in a single sum within ten (10) business days after the first date of the violation, whether or not the Company has knowledge of the violation or has made a demand for payment. Any such payment made following such date shall bear interest at a rate equal to the prime lending rate of Citibank, N.A. (as periodically set) plus 1%. Furthermore, in the event the Executive violates the provisions of Section 7 hereof, and notwithstanding the terms of any award agreement or plan document to the contrary (which shall be considered to be amended to the extent necessary to reflect the terms hereof), the Executive shall immediately forfeit the right to exercise any stock option or similar rights that are outstanding at the time of the violation, and the Repayment Amount, calculated as provided above, shall be increased by the amount of any gains (measured by the difference between the aggregate fair market value on the date of exercise of shares underlying the stock option or similar right (including without limitation restricted stock, restricted stock units, performance shares and phantom stock units) and the aggregate exercise price (if any) of such stock option or similar right) realized by the Executive upon the exercise or payment of such stock options or similar rights within the one-year period prior to the first date of the violation.

7.4Permissive Release. The Executive may request that the Company release him or her from the restrictive covenants of Section 7.1 hereof upon the condition that the Executive forfeit and repay all termination benefits and rights provided for in Section 4.1 hereof. The Company may, in its sole discretion, grant such a release in whole or in part or may reject such request and continue to enforce its rights under this Section 7.

7.5Consideration; Survival. The Executive acknowledges and agrees that the compensation and benefits provided in this Agreement constitute adequate and sufficient consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement. As further consideration for the covenants made by the Executive in this Section 7 and in the remainder of this Agreement, the Company has provided and will provide the Executive certain proprietary and other confidential information about the Company, including, but not limited to, business plans and strategies, budgets and budgetary projections, income and earnings projections and statements, cost analyses and assessments, and/or business assessments of legal and

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regulatory issues. The Executive’s obligations under this Section 7 shall survive any termination of his or her employment as specified herein.

8.Confidentiality. The Executive acknowledges that during the Executive’s employment with the Company or any of its Affiliates, the Executive will acquire, be exposed to and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or clients that is confidential, proprietary, and/or a trade secret (“Confidential Information”). At all times, both during and after the Term, the Executive shall keep and retain in confidence and shall not disclose, except as required and authorized in the course of the Executive’s employment with the Company or any its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes of this Agreement, such Confidential Information shall include, but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and business plans, strategies (including risk strategies), projections, business opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the foregoing, “Confidential Information” shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or by the Company or its Affiliates). The Executive acknowledges that the obligations pertaining to the confidentiality and non-disclosure of Confidential Information shall remain in effect for a period of five (5) years after termination of employment, or until the Company or its Affiliates has released any such information into the public domain, in which case the Executive’s obligation hereunder shall cease with respect only to such information so released into the public domain; provided, however, with respect to those items of Confidential Information which constitute a trade secret as defined by the applicable laws governing the protection of trade secrets of the Company, the Executive’s obligation of confidentiality shall continue to survive after the 5-year period to the greatest extent permitted by applicable trade secret law. The Executive’s obligations under this Section 8 shall survive any termination of his or her employment. If the Executive receives a subpoena or other judicial process requiring that he or she produce, provide or testify about Confidential Information, the Executive shall notify the Company and cooperate fully with the Company in resisting disclosure of the Confidential Information. The Executive acknowledges that the Company has the right either in the name of the Executive or in its own name to oppose or move to quash any subpoena or other legal process directed to the Executive regarding Confidential Information. Notwithstanding any other provision of this Agreement, the Executive remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the United States Department of Labor or any other appropriate federal or state governmental agency, and the Executive remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to this Agreement. With respect to any claims and matters resolved and terminated pursuant to this Agreement, the Executive is free to participate in any federal or state administrative, judicial, or

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legislative proceeding or investigation if subpoenaed. The Executive shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof. Notwithstanding any other provision of this Agreement, nothing in this Agreement generally prevents the Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities Exchange Commission or any other federal, state, or local agency charged with the enforcement of any employment laws or any criminal or civil statute.

9.Return of Company Property. All records, files, lists, including, computer generated lists, drawings, documents, equipment and similar items relating to the business of the Company and its Affiliates which the Executive shall prepare or receive from the Company or its Affiliates shall remain the sole and exclusive property of Company and its Affiliates. Upon termination of the Executive’s employment for any reason, the Executive shall promptly return all property of Company or any of its Affiliates in his or her possession. The Executive further represents that he or she will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company or any of its Affiliates.

10.Acknowledgement and Enforcement. The Executive acknowledges that the restrictions contained in this Agreement with regards to the Executive’s use of Confidential Information and his or her future business activities are fair, reasonable and necessary to protect the Company’s legitimate protectable interests, particularly given the competitive nature and broad scope of the Company’s business and that of its Affiliates, as well as the Executive’s position with the Company. The Executive further acknowledges that the Company may have no adequate means to protect its rights under this Agreement other than by securing an injunction (a court order prohibiting the Executive from violating this Agreement). The Executive therefore agrees that the Company, in addition to any other right or remedy it may have, shall be entitled to enforce this Agreement by obtaining a preliminary and permanent injunction and any other appropriate equitable relief in any court of competent jurisdiction. The Executive acknowledges that the recovery of damages will not be an adequate means to redress a breach of this Agreement, but nothing in this Section 10 shall prohibit the Company from pursuing any remedies in addition to injunctive relief, including recovery of damages and/or any forfeiture or repayment obligations provided for herein.

11.Successors; Binding Agreement.

11.1In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such

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assumption and agreement to perform this Agreement prior to the effectiveness of any Change in Control shall be a breach of this Agreement and shall constitute Good Reason hereunder. For purposes of implementing the foregoing, the date on which any such Change in Control becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination if requested by the Executive.

11.2This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

12.Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after timely delivery to an overnight delivery courier, or (d) when delivered or mailed by United States registered mail, return receipt requested, postage prepaid. Such notices shall be directed, in the case of the Company, to the Company’s chief legal officer at the principal executive offices of the Company and, in the case of the Executive, to the Executive at the most recent address on file in the payroll records of the Company. Either party hereto may, by notice to the other, change its address for receipt of notices hereunder.

13.Code Section 409A. It is the intention of the Company and the Executive that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (a) gross income inclusion under Code Section 409A or (b) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Executive a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with Code Section 409A.

14.Miscellaneous. Except as otherwise provided in Section 13 hereof, no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Chairman of the Board (or such officer as may be specifically designated by the Chairman of the Board). No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of

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this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party or Duke Energy; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or within two years following a Change in Control, by the Company other than for Cause, by the Executive for Good Reason, or under the circumstances described in Section 4.3. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed and no such payments shall be treated as creditable compensation under any other employee benefit plan, program, arrangement or agreement of or with the Company or its affiliates. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Section 4 hereof) shall survive such expiration.

15.Certain Legal Fees. To provide the Executive with reasonable assurance that the purposes of this Agreement will not be frustrated by the cost of enforcement, the Company shall reimburse the Executive promptly after receipt of an invoice for reasonable attorneys’ fees and expenses incurred by the Executive as a result of a claim that the Company has breached or otherwise failed to perform its obligations under this Agreement or any provision hereof, regardless of which party, if any, prevails in the contest; provided, however, that Company shall not be responsible for such fees and expenses to the extent incurred in connection with a claim made by the Executive that the trier of fact in any such contest finds to be frivolous or if the Executive is determined to have breached his or her obligations under Sections 7, 8, 9, 16, or 17 of this Agreement; and providedfurther, however, the Company shall not be responsible for such fees or expenses in excess of $100,000 in the aggregate. Notwithstanding the preceding sentence, no reimbursement shall be made for attorneys’ fees and expenses incurred after the last day of the second taxable year of the Executive following the taxable year in which the Executive incurs a Separation from Service, and reimbursement of such amounts will not be made later than the last day of the third taxable year of the Executive following the taxable year in which the Executive incurs the Separation from Service.

16.Cooperation. The Executive agrees that he or she will fully cooperate in any litigation, proceeding, investigation or inquiry in which the Company or its Affiliates may be or become involved. The Executive also agrees to cooperate fully with any internal investigation or inquiry conducted by or on behalf of the Company. Such cooperation shall include the Executive making himself or herself available, upon the

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request of the Company or its counsel, for depositions, court appearances and interviews by Company’s counsel. The Company shall reimburse the Executive for all reasonable and documented out-of-pocket expenses incurred by him or her in connection with such cooperation. To the maximum extent permitted by law, the Executive agrees that he or she will notify the Board if he or she is contacted by any government agency or any other person contemplating or maintaining any claim or legal action against the Company or its Affiliates or by any agent or attorney of such person. Nothing contained in this Section 16 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law. Payment for expenses to be reimbursed under this Section 16 may not be made after December 31st of the year following the year in which the expense was incurred.

17.Non-Disparagement. The Executive agrees that he or she will not make or publish, or cause to be made or published, any statement which is, or may reasonably be considered to be, disparaging of the Company or its Affiliates, or directors, officers or employees of the businesses of the Company or its Affiliates. Nothing contained in this Section 17 shall preclude the Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.

18.Validity; Severability. The invalidity or unenforceability of any provision of any Section or sub-Section of this Agreement, including, but not limited to, any provision contained in Section 7 hereof, shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be unenforceable because of the scope, activity or duration of such provision, or the area covered thereby, the parties hereto agree to modify such provision, or that the court making such determination shall have the power to modify such provision, to reduce the scope, activity, duration and/or area of such provision, or to delete specific words or phrases therefrom, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced to the maximum extent permitted by applicable law.

19.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

20.Settlement of Disputes. All claims by the Executive for benefits under this Agreement (a) shall be directed to and determined by the Chairman of the Board, unless the Executive is the Chief Executive Officer of the Company, in which case such a claim shall be directed to and determined by the Compensation Committee of the Board, and (b) shall be in writing. Any denial by the Chairman of the Board or the Compensation Committee of the Board, as applicable, of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific provisions of this Agreement relied upon.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date first written above.

SPECTRA ENERGY CORP

By: ____________________________________

Name: Gregory L. Ebel

Title: Chair, President & CEO

EXECUTIVE

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EXHIBIT A

RELEASE OF CLAIMS

        This RELEASE OF CLAIMS (the “Release”) is executed and delivered by ________________________ (the “Employee”) to SPECTRA ENERGY CORP (together with its successors, the “Company”).

In consideration of the agreement by the Company to provide the Employee with the rights, payments and benefits under the Change in Control Agreement between the Employee and the Company dated ___________ __, 20___ (the “Severance Agreement”), the Employee hereby agrees as follows:

Section 1. Release and Covenant. The Employee, of his or her own free will, voluntarily and unconditionally releases and forever discharges the Company, its subsidiaries, parents, affiliates, their directors, officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with the Company) (the “Company Releasees”) from, any and all past or present causes of action, suits, agreements or other claims which the Employee, his or her dependents, relatives, heirs, executors, administrators, successors and assigns has or may hereafter have from the beginning of time to the date hereof against the Company or the Company Releasees upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any matters arising out of his or her employment by the Company and the cessation of said employment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990 and any other federal, state or local law, regulation or ordinance, or public policy, contract or tort law having any bearing whatsoever on the terms and conditions of employment or termination of employment. This Release shall not, however, constitute a waiver of any of the Employee’s rights under the Severance Agreement.

Section 2. Due Care. The Employee acknowledges that he or she has received a copy of this Release prior to its execution and has been advised hereby of his or her opportunity to review and consider this Release for 21 days prior to its execution. The Employee further acknowledges that he or she has been advised hereby to consult with an attorney prior to executing this Release. The Employee enters into this Release having freely and knowingly elected, after due consideration, to execute this Release and to fulfill the promises set forth herein. This Release shall be revocable by the Employee during the 7-day period following its execution, and shall not become effective or enforceable until the expiration of such 7-day period. In the event of such a revocation, the Employee shall not be entitled to the consideration for this Release set forth above.

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Section 3. Nonassignment of Claims; Proceedings. The Employee represents and warrants that there has been no assignment or other transfer of any interest in any claim which the Employee may have against the Company or any of the Company Releasees. The Employee represents that he or she has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees arising out of or relating to any of the matters set forth in this Release. The Employee further agrees that he or she will not seek or be entitled to any personal recovery in any claim, charge, action or proceeding whatsoever against the Company or any of the Company Releasees for any of the matters set forth in this Release.

Section 4. Reliance by Employee. The Employee acknowledges that, in his or her decision to enter into this Release, he or she has not relied on any representations, promises or agreements of any kind, including oral statements by representatives of the Company or any of the Company Releasees, except as set forth in this Release and the Severance Agreement.

Section 5. Nonadmission. Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or any of the Company Releasees.

Section 6. Communication of Safety Concerns. Notwithstanding any other provision of this Release, the Employee remains free to report or otherwise communicate any nuclear safety concern, any workplace safety concern, or any public safety concern to the Nuclear Regulatory Commission, United States Department of Labor, or any other appropriate federal or state governmental agency, and the Employee remains free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation with respect to any claims and matters not resolved and terminated pursuant to the Severance Agreement and this Release. With respect to any claims and matters resolved and terminated pursuant to the Severance Agreement and this Release, the Employee is free to participate in any federal or state administrative, judicial, or legislative proceeding or investigation if subpoenaed. The Employee shall give the Company, through its legal counsel, notice, including a copy of the subpoena, within twenty-four (24) hours of receipt thereof.

Section 7. Governing Law. This Release shall be interpreted, construed and governed according to the laws of the State of Texas, without reference to conflicts of law principles thereof.

Section 8. Severability. It is understood by you and the Company that if any part of this Release of Claims is held by a court to be invalid, the remaining portions shall not be affected.

[SIGNATURE PAGE FOLLOWS]

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This RELEASE OF CLAIMS is executed by the Employee and delivered to the Company on _____________________, 20___.

EMPLOYEE

____________________________________________________

[not to be signed upon execution of Change in Control Agreement]

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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: August 3, 2016	/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: August 3, 2016	/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 June 30, 2016 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: August 3, 2016	/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 June 30, 2016 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: August 3, 2016	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

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Document and Entity Information	6 Months Ended
	Jun. 30, 2016 shares
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
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	701,100,679

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Condensed Consolidated Statement of Operations Statement - USD ($) shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating Revenues
Transportation, storage and processing of natural gas		$ 810	$ 802	$ 1,634	$ 1,644
Distribution of natural gas		228	238	639	845
Sales of natural gas liquids		12	31	53	97
Transportation of crude oil		88	90	173	174
Other		21	31	44	55
Total operating revenues		1,159	1,192	2,543	2,815
Operating Expenses
Natural gas and petroleum products purchased		101	119	351	551
Operating, maintenance and other		392	389	733	743
Depreciation and amortization		196	193	389	386
Property and other taxes		99	85	205	188
Total operating expenses		788	786	1,678	1,868
Operating Income		371	406	865	947
Other Income and Expenses
Earnings (loss) from equity investments		16	(189)	49	(165)
Other income and expenses, net		39	22	71	42
Total other income and expenses		55	(167)	120	(123)
Interest Expense		153	166	304	325
Earnings Before Income Taxes		273	73	681	499
Income Tax Expense (Benefit)		52	(7)	150	94
Net Income		221	80	531	405
Net Income—Noncontrolling Interests		72	62	148	120
Net Income—Controlling Interests		$ 149	$ 18	$ 383	$ 285
Weighted-average shares outstanding
Basic		699	671	687	671
Diluted		701	672	688	672
Earnings per share
Basic and diluted	[1]	$ 0.21	$ 0.03	$ 0.56	$ 0.42
Dividends per share		$ 0.405	$ 0.37	$ 0.81	$ 0.74

[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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Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Net Income	$ 221	$ 80	$ 531	$ 405
Other comprehensive income (loss):
Foreign currency translation adjustments	50	87	351	(405)
Pension and benefits impact (net of taxes of $2, $2, $4 and $5, respectively)	4	7	9	13
Other	3	(1)	2	0
Total other comprehensive income (loss)	57	93	362	(392)
Total Comprehensive Income, net of tax	278	173	893	13
Less: Comprehensive Income—Noncontrolling Interests	75	64	155	114
Comprehensive Income (Loss)—Controlling Interests	$ 203	$ 109	$ 738	$ (101)

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Condensed Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Tax benefit (expense) on pension and benefits impact	$ 2	$ 2	$ 4	$ 5

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 240	$ 213
Receivables, net	708	806
Inventory	185	307
Assets held for sale	225	0
Fuel tracker	33	41
Other	246	281
Total current assets	1,637	1,648
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,657	2,592
Goodwill	4,217	4,154
Other	373	310
Total investments and other assets	7,247	7,056
Property, Plant and Equipment
Cost	32,003	29,843
Less accumulated depreciation and amortization	7,296	6,925
Net property, plant and equipment	24,707	22,918
Regulatory Assets and Deferred Debits	1,456	1,301
Total Assets	35,047	32,923
Current Liabilities
Accounts payable	709	511
Commercial paper	1,113	1,112
Taxes accrued	80	78
Interest accrued	181	179
Current maturities of long-term debt	68	652
Liabilities held for sale	56	0
Other	579	860
Total current liabilities	2,786	3,392
Long-term Debt	13,584	12,892
Deferred Credits and Other Liabilities
Deferred income taxes	5,694	5,445
Regulatory and other	1,421	1,323
Total deferred credits and other liabilities	7,115	6,768
Commitments and Contingencies
Preferred Stock of Subsidiaries	339	339
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	0	0
Common stock, $0.001 par, 1 billion shares authorized, 701 million and 671 million shares outstanding at June 30, 2016 and December 31, 2015, respectively	1	1
Additional paid-in capital	5,944	5,053
Retained earnings	1,567	1,741
Accumulated other comprehensive income (loss)	86	(269)
Total controlling interests	7,598	6,526
Noncontrolling interests	3,625	3,006
Total equity	11,223	9,532
Total Liabilities and Equity	$ 35,047	$ 32,923

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	701,000,000	671,000,000

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 531	$ 405
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	397	393
Deferred income tax expense	131	25
(Earnings) loss from equity investments	(49)	165
Distributions from equity investments	52	93
Other	177	375
Net cash provided by (used in) operating activities	1,239	1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1,520)	(989)
Investments in and loans to unconsolidated affiliates	(112)	(34)
Purchase of intangible, net	(40)	0
Purchases of held-to-maturity securities	(346)	(329)
Proceeds from sales and maturities of held-to-maturity securities	364	344
Purchases of available-for-sale securities	(329)	0
Proceeds from sales and maturities of available-for-sale securities	330	1
Distributions from equity investments	45	35
Distribution to equity investment	(148)	0
Other changes in restricted funds	11	(6)
Other	1	2
Net cash provided by (used in) investing activities	(1,744)	(976)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	382	994
Payments for the redemption of long-term debt	(619)	(39)
Net decrease in commercial paper	(23)	(1,030)
Distributions to noncontrolling interests	(114)	(93)
Contributions from noncontrolling interests	278	90
Proceeds from the issuances of Spectra Energy common stock	868	0
Proceeds from the issuances of Spectra Energy Partners, LP common units	321	180
Dividends paid on common stock	(557)	(499)
Other	(8)	(9)
Net cash provided by (used in) financing activities	528	(406)
Effect of exchange rate changes on cash	4	(2)
Net increase in cash and cash equivalents	27	72
Cash and cash equivalents at beginning of period	213	215
Cash and cash equivalents at end of period	240	287
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 317	$ 197

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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 (Loss) Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income (Loss) Other	Noncontrolling Interests
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	405			285			120
Other comprehensive income (loss)	(392)				(399)	13	(6)
Dividends on common stock	(498)			(498)
Stock-based compensation	6		6
Distributions to noncontrolling interests	(93)						(93)
Contributions from noncontrolling interests	90						90
Spectra Energy common stock issued	1		1
Spectra Energy Partners, LP common units issued	164		25				139
Other, net	(2)		2	1			(5)
Ending Balance at Jun. 30, 2015	10,079	1	4,990	2,329	617	(341)	2,483
Beginning Balance at Dec. 31, 2015	9,532	1	5,053	1,741	79	(348)	3,006
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	531			383			148
Other comprehensive income (loss)	362				346	9	7
Dividends on common stock	(557)			(557)
Stock-based compensation	10		10
Distributions to noncontrolling interests	(116)						(116)
Contributions from noncontrolling interests	278						278
Spectra Energy common stock issued	868		868
Spectra Energy Partners, LP common units issued	312		15				297
Other, net	3		(2)	0			5
Ending Balance at Jun. 30, 2016	$ 11,223	$ 1	$ 5,944	$ 1,567	$ 425	$ (339)	$ 3,625

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General

6 Months Ended

Jun. 30, 2016

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 United States (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 U.S., the Maritime Provinces in Canada, the Pacific Northwest in the U.S. 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 U.S. 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, 2015, 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 U.S., 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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Business Segments

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Business Segment Data

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 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, Empress NGL operations (Empress), Canadian Midstream, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline, BC Field Services and M&N Canada operations are primarily subject to the rules and regulations of the NEB. See Note 8 for additional discussion of Empress.

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 June 30, 2016, 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 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 June 30, 2016
Spectra Energy Partners	$	618	$	—		$	618		$	78	$	471
Distribution	284		—			284			47		104
Western Canada Transmission & Processing	254		4			258			59		97
Field Services	—		—			—			—		(14		)
Total reportable segments	1,156		4			1,160			184		658
Other	3		16			19			12		(36		)
Eliminations	—		(20		)	(20		)	—		—
Depreciation and amortization	—		—			—			—		196
Interest expense	—		—			—			—		153
Total consolidated	$	1,159	$	—		$	1,159		$	196	$	273
Three Months Ended June 30, 2015
Spectra Energy Partners	$	603	$	—		$	603		$	72	$	478
Distribution	290		—			290			45		98
Western Canada Transmission & Processing	297		7			304			63		104
Field Services	—		—			—			—		(233		)
Total reportable segments	1,190		7			1,197			180		447
Other	2		15			17			13		(12		)
Eliminations	—		(22		)	(22		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		166
Interest income and other (a)	—		—			—			—		(3		)
Total consolidated	$	1,192	$	—		$	1,192		$	193	$	73
Six Months Ended June 30, 2016
Spectra Energy Partners	$	1,242	$	—		$	1,242		$	155	$	944
Distribution	749		—			749			91		274
Western Canada Transmission & Processing	548		15			563			117		220
Field Services	—		—			—			—		(11		)
Total reportable segments	2,539		15			2,554			363		1,427
Other	4		32			36			26		(55		)
Eliminations	—		(47		)	(47		)	—		—
Depreciation and amortization	—		—			—			—		389
Interest expense	—		—			—			—		304
Interest income and other (a)	—		—			—			—		2
Total consolidated	$	2,543	$	—		$	2,543		$	389	$	681
Six Months Ended June 30, 2015
Spectra Energy Partners	$	1,209	$	—		$	1,209		$	146	$	933
Distribution	952		—			952			90		290
Western Canada Transmission & Processing	650		24			674			125		265
Field Services	—		—			—			—		(250		)
Total reportable segments	2,811		24			2,835			361		1,238
Other	4		31			35			25		(27		)
Eliminations	—		(55		)	(55		)	—		—
Depreciation and amortization	—		—			—			—		386
Interest expense	—		—			—			—		325
Interest income and other (a)	—		—			—			—		(1		)
Total consolidated	$	2,815	$	—		$	2,815		$	386	$	499

___________________________________

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

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Regulatory Matters

6 Months Ended

Jun. 30, 2016

Regulatory Matters [Abstract]

Regulatory Matters

Regulatory Matters

Union Gas. In December 2015, Union Gas filed an application with the OEB for the disposition of the 2014 demand side management (DSM) deferral and variance account balances. As a result of this application, Union Gas has a receivable from customers of approximately $9 million as of June 30, 2016 and $8 million as of December 31, 2015, which is reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. In June 2016, the OEB approved Union Gas' application as filed and Union Gas will begin to recover the receivable from ratepayers effective October 1, 2016.

In March 2016, Union Gas filed a Draft Rate Order with the OEB for rates effective January 1, 2016 based on the OEB's February 24, 2016 updated Decision and Order on the 2015-2020 DSM Plan. In May 2016, a decision from the OEB was received approving recovery from ratepayers of approximately $19 million effective January 1, 2016 with an implementation date of July 1, 2016.

In April 2016, Union Gas filed an application with the OEB for the annual disposition of the 2015 deferral account balances. As a result, Union Gas has a net receivable from customers of approximately $18 million as of June 30, 2016 and December 31, 2015, which is primarily reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. Union Gas filed a Settlement Proposal with the OEB in July 2016 reflecting a full settlement on all issues in the proceeding. Union Gas is proposing to implement the disposition of the balances on October 1, 2016. A decision from the OEB is expected later this year.

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Income Taxes

6 Months Ended

Jun. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense was $52 million for the three months ended June 30, 2016, compared to an income tax benefit of $7 million for the same period in 2015. Income tax expense was $150 million for the six months ended June 30, 2016, compared to $94 million for the same period in 2015. The higher tax expense for both periods was primarily due to the $72 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

The effective income tax rate was 19% for the three months ended June 30, 2016, compared to negative 10% for the same period in 2015. The effective income tax rate was 22% for the six months ended June 30, 2016, compared to 19% for the same period in 2015. The higher effective income tax rate for both periods was primarily due to the $72 million tax impact of the loss on investment due to the partial impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.

There was a $7 million increase in unrecognized tax benefits recorded during the six months ended June 30, 2016. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $30 million to $40 million prior to June 30,2017 due to audit settlements and statute of limitations expirations.

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Earnings per Common Share

6 Months Ended

Jun. 30, 2016

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 June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions, except per-share amounts)
Net income—controlling interests	$	149	$	18	$	383	$	285
Weighted-average common shares outstanding
Basic	699		671		687		671
Diluted	701		672		688		672
Basic and diluted earnings per common share (a)	$	0.21	$	0.03	$	0.56	$	0.42

___________________

(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

6 Months Ended

Jun. 30, 2016

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

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component, 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 (Loss)
	(in millions)
March 31, 2016	$	376		$	(341	)	$	—		$	(3	)	$	32
Other AOCI activity	49			4			—			1			54
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
March 31, 2015	$	532		$	(345	)	$	—		$	(2	)	$	185
Other AOCI activity	85			7			—			(1		)	91
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276
December 31, 2015	$	79		$	(346	)	$	(3	)	$	1		$	(269	)
Other AOCI activity	346			9			3			(3		)	355
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
December 31, 2014	$	1,016		$	(351	)	$	(3	)	$	—		$	662
Other AOCI activity	(399		)	13			3			(3		)	(386		)
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276

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Inventory

6 Months Ended

Jun. 30, 2016

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. In the second quarter of 2016, Westcoast Energy Inc. (Westcoast) entered into a definitive agreement to sell its ownership interest in Empress which resulted in NGLs being reclassified out of Inventory to Assets Held for Sale on the Condensed Consolidated Balance Sheet as of June 30, 2016. See Note 8 for further discussion. 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:

	June 30, 2016		December 31, 2015
	(in millions)
Natural gas	$	115	$	217
NGLs	—		23
Materials and supplies	70		67
Total inventory	$	185	$	307

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Assets held for sale

6 Months Ended

Jun. 30, 2016

Assets Held for Sale [Abstract]

Assets held for sale

Assets Held for Sale

On April 2, 2016, Westcoast entered into a definitive agreement to sell its ownership interest in Empress for a cash purchase price of approximately 200 million Canadian dollars plus customary closing adjustments. This transaction is expected to close in the second half of 2016. The associated assets and liabilities are included in the Western Canada Transmission & Processing segment and classified as Assets Held for Sale and Liabilities Held for Sale, respectively, on the Condensed Consolidated Balance Sheet as of June 30, 2016.

As these assets are classified as held for sale, we evaluated the book value compared to the lower of the carrying amounts or fair value less costs to sell. As of June 30, 2016, we determined that the fair value less costs to sell exceeded the carrying amount of the assets held for sale, therefore, no adjustment to book value was necessary. The carrying amounts of the assets and liabilities classified as Assets Held for Sale and Liabilities Held for Sale on our Condensed Consolidated Balance Sheet are as follows:

	June 30, 2016
	(in millions)
Assets Held for Sale
Cash and cash equivalents	$	7
Receivables, net	8
Inventory	28
Current assets—other	7
Investments and other assets—other	11
Net property, plant and equipment	164
Total assets held for sale	$	225
Liabilities Held for Sale
Accounts payable	$	9
Taxes accrued	1
Current liabilities—other	6
Deferred credits and other liabilities—deferred income taxes	28
Deferred credits and other liabilities—regulatory and other	12
Total liabilities held for sale	$	56

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Investments in and Loans to Unconsolidated Affiliates

6 Months Ended

Jun. 30, 2016

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Operating revenues	$	1,586		$	1,869		$	3,013		$	3,912
Operating expenses	1,592			2,332			2,957			4,323
Operating income (loss)	(6		)	(463		)	56			(411		)
Net income (loss)	(16		)	(491		)	32			(497		)
Net income (loss) attributable to members’ interests	(29		)	(466		)	(18		)	(503		)

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, totaled $2 million during the six months ended June 30, 2015 and is reflected in Earnings (Loss) From Equity Investments in the Condensed Consolidated Statement of Operations.

During the second quarter of 2015 DCP Midstream recognized a $427 million partial goodwill impairment, which reduced our equity earnings from DCP Midstream by $122 million after-tax. DCP Midstream finalized the calculation of their goodwill impairment in the third quarter of 2015.

Related Party Transactions

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, our proportionate share of proceeds, to us of which we contributed $248 million back to Gulfstream in the fourth quarter of 2015 and the remaining $148 million, classified as Cash Flows from Investing Activities—Distribution to Equity Investment, in the second quarter of 2016.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2016

Variable Interest Entities [Abstract]

Variable Interest Entities

Variable Interest Entities

Sabal Trail. On April 1, 2016, NextEra Energy, Inc. (NextEra) purchased a 9.5% interest in Sabal Trail Transmission, LLC (Sabal Trail) from SEP. Consideration for this transaction consisted of approximately $110 million cash, $102 million of which is classified as Cash Flows from Financing Activities—Contributions from Noncontrolling Interests. See Note 11 for additional information related to this transaction. As of June 30, 2016, we have an effective 38.3% ownership interest in Sabal Trail through our ownership of SEP. Sabal Trail is a joint venture that is constructing a natural gas pipeline to transport natural gas to Florida. Sabal Trail is a variable interest entity (VIE) due to insufficient equity at risk to finance its activities. We determined that we are the primary beneficiary because we direct the activities of Sabal Trail that most significantly impact its economic performance and we consolidate Sabal Trail in our financial statements. The current estimate of the total remaining construction cost is approximately $1.8 billion.

The following summarizes assets and liabilities for Sabal Trail as of June 30, 2016 and December 31, 2015:

Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
	(in millions)
Assets
Current assets	$	114	$	118
Net property, plant and equipment	1,184		773
Regulatory assets and deferred debits	41		25
Total Assets	$	1,339	$	916
Liabilities and Equity
Current liabilities	$	90	$	84
Equity	1,249		832
Total Liabilities and Equity	$	1,339	$	916

Nexus. We have an effective 38.3% ownership interest in Nexus Gas Transmission, LLC (Nexus) through our ownership of SEP. Nexus is a joint venture that is constructing a natural gas pipeline from Ohio to Michigan and continuing on to Ontario, Canada. Nexus is a VIE due to insufficient equity at risk to finance its activities. We determined that we are not the primary beneficiary because the power to direct the activities of Nexus that most significantly impact its economic performance is shared. Nexus is accounted for under the equity method. Our maximum exposure to loss is $1.0 billion. We have an investment in Nexus of $205 million and $90 million as of June 30, 2016 and December 31, 2015, respectively, classified as Investments in and Loans to Unconsolidated Affiliates on our Condensed Consolidated Balance Sheets.

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Intangible Assets

6 Months Ended

Jun. 30, 2016

Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Asset

During the first quarter of 2016 SEP entered into a project coordination agreement (PCA) with NextEra, Duke Energy Corporation (Duke Energy) and Williams Partners L.P. In accordance with the agreement, payments will be made, based on SEP’s proportional ownership interest in Sabal Trail, as certain milestones of the project are met. During the first quarter of 2016, the first milestone was achieved and paid, consisting of $48 million. On April 1, 2016, NextEra purchased an additional 9.5% interest in Sabal Trail from SEP, reducing SEP’s ownership interest in Sabal Trail to 50%. Upon purchase of the additional ownership interest, NextEra reimbursed SEP $8 million for NextEra’s proportional share of the first milestone payment, which reduced SEP’s total milestone payments to $40 million as of June 30, 2016, both of which are classified as Cash Flows from Investing Activities—Purchase of Intangible, Net. This PCA is an intangible asset and is classified as Investments and Other Assets—Other on our Condensed Consolidated Balance Sheet. The intangible asset will be amortized over a period of 25 years beginning at the time of in-service of Sabal Trail, which is expected to occur during the first half of 2017.

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Goodwill

6 Months Ended

Jun. 30, 2016

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, 2016 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.

See Note 9 for discussion related to the 2015 partial impairment of goodwill recognized by DCP Midstream.

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Marketable Securities and Restricted Funds

6 Months Ended

Jun. 30, 2016

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, Canadian equity 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, capital expenditures and NEB regulatory requirements, 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
	June 30, 2016		December 31, 2015
	(in millions)
Corporate debt securities (a)	$	15	$	31
Canadian equity securities (b)	15		—
Total available-for-sale securities	$	30	$	31

___________________________________

(a) Amounts related to certain construction projects.

(b) Amounts related to restricted funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

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

	Estimated Fair Value
	June 30, 2016		December 31, 2015
	(in millions)
Restricted funds
Investments and other assets—other	$	24	$	11
Non-restricted funds
Current assets—other	6		20
Total available-for-sale securities	$	30	$	31

At June 30, 2016, 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 June 30, 2016 or December 31, 2015.

HTM Securities. HTM securities are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
		(in millions)
Bankers acceptances	Current assets—other	$	28	$	30
Canadian government securities	Current assets—other	25		24
Money market funds	Current assets—other	3		3
Canadian government securities	Investments and other assets—other	54		50
Bankers acceptances	Investments and other assets—other	—		12
Total held-to-maturity securities		$	110	$	119

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 June 30, 2016.

At June 30, 2016, 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 June 30, 2016 or December 31, 2015.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted as described above, we had other restricted funds totaling $12 million at June 30, 2016 and $11 million at December 31, 2015 classified as Current Assets—Other on the Condensed Consolidated Balance Sheets. These restricted funds are related to additional amounts for insurance. We also had other restricted funds totaling $26 million at June 30, 2016 and $38 million at December 31, 2015 classified as Investments and Other Assets—Other on the Condensed Consolidated Balance Sheets. Included in these restricted funds are $16 million and $24 million at June 30, 2016 and December 31, 2015, respectively, related to funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements and $10 million and $14 million, respectively, 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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Debt and Credit Facilities

6 Months Ended

Jun. 30, 2016

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 June 30, 2016		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2021	$	1,000	$	363	$	637
SEP (b)	2021	2,500		693		1,807
Westcoast (c)	2021	310		57		253
Union Gas (d)	2021	542		—		542
Total		$	4,352	$	1,113	$	3,239

_________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

(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 agreement, of 5.0 to 1 or less. As of June 30, 2016, this ratio was 3.5 to 1.

(c) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 34% at June 30, 2016.

(d) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 700 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 June 30, 2016.

On April 29, 2016, we amended the Union Gas and SEP revolving credit agreements. The Union Gas revolving credit facility was increased to 700 million Canadian dollars and the SEP revolving facility was increased to $2.5 billion. The expiration of both facilities was extended, with both facilities expiring in 2021.

On April 29, 2016, we amended the Westcoast and Spectra Energy Capital, LLC (Spectra Capital) revolving credit agreements. The expiration of both credit facilities was extended, with both facilities expiring in 2021.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of June 30, 2016, 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 June 30, 2016, 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 May 31, 2016, Union Gas issued 250 million Canadian dollars (approximately $191 million as of the issuance date) of 2.81% unsecured notes due 2026 and 250 million Canadian dollars (approximately $191 million as of the issuance date) of 3.80% unsecured notes due 2046. Net proceeds from the offerings were used for repayment of short term debt and debt maturities, capital expenditures and general corporate purposes.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2016

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	June 30, 2016
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	161	$	—	$	161	$	—
Corporate debt securities	Current assets—other	6		—		6		—
Corporate debt securities	Investments and other assets—other	9		—		9		—
Interest rate swaps	Investments and other assets—other	76		—		76		—
Canadian equity securities	Investments and other assets—other	15		15		—		—
Total Assets		$	267	$	15	$	252	$	—
Commodity derivatives	Liabilities held for sale	$	2	$	—	$	—	$	2
Total Liabilities		$	2	$	—	$	—	$	2

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	137	$	—	$	137	$	—
Corporate debt securities	Current assets—other	20		—		20		—
Commodity derivatives	Current assets—other	36		—		—		36
Commodity derivatives	Investments and other assets—other	5		—		—		5
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	37		—		37		—
Total Assets		$	246	$	—	$	205	$	41

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	10		$	49		$	41		$	78
Total gains (losses):
Included in earnings	(11		)	3			(15		)	9
Included in other comprehensive income	—			1			1			(5		)
Purchases	—			2			(1		)	3
Settlements	(1		)	(5		)	(28		)	(35		)
Fair value, end of period	$	(2	)	$	50		$	(2	)	$	50
Unrealized losses relating to instruments held at the end of the period	$	(8	)	$	—		$	(31	)	$	(16	)

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 June 30, 2016 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of June 30, 2016, 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 June 30, 2016, a10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $1 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.

	June 30, 2016				December 31, 2015
	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)	13,638		14,994		13,567		13,891

__________

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

(b) Excludes commercial paper, 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, notes 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 six months ended June 30,2016 and 2015, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

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Risk Management and Hedging Activities

6 Months Ended

Jun. 30, 2016

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. As of April 2016, we are no longer entering into new contracts under our risk management program at Empress.

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 six months ended June 30, 2016.

Interest Rate Swaps

At June 30, 2016, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $2 billion 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:

	June 30, 2016						December 31, 2015
	Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount
Description	(in millions)
Assets	$	76	$	—	$	76	$	37	$	—	$	37

Commodity Derivatives

At June 30, 2016, we had commodity mark-to-market derivatives outstanding with a total notional amount of 110 million gallons at Empress. 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:

	June 30, 2016						December 31, 2015
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet
Description	(in millions)
Assets	$	61	$	61	$	—	$	104	$	63	$	41
Liabilities	63		61		2		63		63		—

Substantially all of our commodity derivative agreements outstanding at June 30, 2016 and December 31, 2015 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 June 30,					Six Months Ended June 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2016			2015		2016			2015
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(11	)	$	5	$	(16	)	$	12

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2016

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, climate change, hazardous and solid waste disposal and other environmental matters. These laws and regulations can change from time to time, imposing new obligations on us.

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

Litigation

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

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of June 30, 2016 or December 31, 2015 related to litigation.

Other Commitments and Contingencies

See Note 18 for a discussion of guarantees and indemnifications.

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Guarantees and Indemnifications

6 Months Ended

Jun. 30, 2016

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 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 June 30, 2016 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, 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.

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 June 30, 2016, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

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Issuances of Common Stock Issuances of Common Stock

6 Months Ended

Jun. 30, 2016

Issuances of Common Stock [Abstract]

Issuances of Common Stock

Issuances of Common Stock

On March 1, 2016, we entered into an equity distribution agreement under which we may sell and issue common stock up to an aggregate offering price of $500 million. The equity distribution agreement allows us to offer and sell common stock at prices deemed appropriate through sales agents. Sales of common stock under the equity distribution agreement will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange (NYSE), in block transactions, or as otherwise agreed upon by one or more of the sales agents and us. We intend to use the net proceeds from sales under this at-the-market program for general corporate purposes, including investments in subsidiaries to fund capital expenditures. We issued approximately 12.9 million of common shares to the public under this program, for total net proceeds of $383 million through June 30, 2016.

In April 2016, we issued 16.1 million common shares to the public for net proceeds of approximately $479 million. Net proceeds from the offering were used to purchase approximately 10.4 million common units in SEP. SEP intends to use the proceeds from our unit purchase for general corporate purposes, including the funding of its current expansion capital plan.

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Issuances of SEP Units

6 Months Ended

Jun. 30, 2016

Noncontrolling Interest [Abstract]

Effects of Change in Noncontrolling Interest Ownership

Issuances of SEP Units

During the six months ended June 30, 2016, SEP issued 7.0 million common units to the public under its at-the-market program and approximately 143,000 general partner units to Spectra Energy. Total net proceeds to SEP were $327 million (net proceeds to Spectra Energy were $321 million).

In April 2016, SEP issued 10.4 million common units and 0.2 million general partner units to Spectra Energy in a private placement transaction. See Note 19 for further discussion.

In connection with the issuances of the units, a $23 million gain ($15 million net of tax) to Additional Paid-in Capital and a $297 million increase in Equity—Noncontrolling Interests were recorded during the six months ended June 30, 2016. The issuances decreased Spectra Energy’s ownership in SEP from 78% to 77% at June 30, 2016.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions)
Net income—controlling interests	$	149	$	18	$	383	$	285
Increase in additional paid-in capital resulting from issuances of SEP units	7		19		15		25
Total net income—controlling interests and changes in equity—controlling interests	$	156	$	37	$	398	$	310

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2016

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 $11 million to our U.S. retirement plans in both of the six months ended June 30, 2016 and 2015. We made total contributions to the Canadian DC and DB plans of $13 million in the six months ended June 30, 2016 and $16 million in the same period in 2015. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $26 million to the Canadian plans in 2016.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5		$	10		$	10
Interest cost on projected benefit obligation	6			6			12			12
Expected return on plan assets	(10		)	(11		)	(20		)	(21		)
Amortization of loss	2			3			4			5
Net periodic pension cost	$	3		$	3		$	6		$	6
Canada
Service cost benefit earned	$	7		$	8		$	15		$	16
Interest cost on projected benefit obligation	12			11			22			22
Expected return on plan assets	(16		)	(17		)	(32		)	(34		)
Amortization of loss	4			6			9			13
Amortization of prior service cost	1			1			1			1
Net periodic pension cost	$	8		$	9		$	15		$	18

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2		$	4		$	4
Expected return on plan assets	(1		)	(2		)	(2		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	—		$	2		$	1
Canada
Service cost benefit earned	$	—		$	1		$	1		$	2
Interest cost on accumulated post-retirement benefit obligation	1			1			2			2
Net periodic other post-retirement benefit cost	$	1		$	2		$	3		$	4

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 months ended June 30, 2016 and 2015, and $7 million in both of the six months ended June 30, 2016 and 2015 for U.S. employees. We expensed pre-tax employer matching contributions of $3 million and $2 million in the three months ended June 30, 2016 and 2015, respectively, and $6 million and $5 million in the six months ended June 30, 2016 and 2015, respectively, for Canadian employees.

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Consolidating Financial Information

6 Months Ended

Jun. 30, 2016

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 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 June 30, 2016
Total operating revenues	$	—		$	—		$	1,159		$	—		$	1,159
Total operating expenses	2			1			785			—			788
Operating income (loss)	(2		)	(1		)	374			—			371
Earnings from equity investments	—			—			16			—			16
Equity in earnings of consolidated subsidiaries	144			261			—			(405		)	—
Other income and expenses, net	(2		)	—			41			—			39
Interest expense	—			61			92			—			153
Earnings before income taxes	140			199			339			(405		)	273
Income tax expense (benefit)	(9		)	55			6			—			52
Net income	149			144			333			(405		)	221
Net income—noncontrolling interests	—			—			72			—			72
Net income—controlling interests	$	149		$	144		$	261		$	(405	)	$	149
Three Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	1,192		$	—		$	1,192
Total operating expenses	1			(1		)	786			—			786
Operating income (loss)	(1		)	1			406			—			406
Loss from equity investments	—			—			(189		)	—			(189		)
Equity in earnings of consolidated subsidiaries	12			62			—			(74		)	—
Other income and expenses, net	2			—			20			—			22
Interest expense	—			61			105			—			166
Earnings before income taxes	13			2			132			(74		)	73
Income tax expense (benefit)	(5		)	(10		)	8			—			(7		)
Net income	18			12			124			(74		)	80
Net income—noncontrolling interests	—			—			62			—			62
Net income—controlling interests	$	18		$	12		$	62		$	(74	)	$	18

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Six Months Ended June 30, 2016
Total operating revenues	$	—		$	—		$	2,544		$	(1	)	$	2,543
Total operating expenses	5			2			1,672			(1		)	1,678
Operating income (loss)	(5		)	(2		)	872			—			865
Earnings from equity investments	—			—			49			—			49
Equity in earnings of consolidated subsidiaries	371			653			—			(1,024		)	—
Other income and expenses, net	(2		)	—			73			—			71
Interest expense	—			123			181			—			304
Earnings before income taxes	364			528			813			(1,024		)	681
Income tax expense (benefit)	(19		)	157			12			—			150
Net income	383			371			801			(1,024		)	531
Net income—noncontrolling interests	—			—			148			—			148
Net income—controlling interests	$	383		$	371		$	653		$	(1,024	)	$	383
Six Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	2,816		$	(1	)	$	2,815
Total operating expenses	3			(1		)	1,867			(1		)	1,868
Operating income (loss)	(3		)	1			949			—			947
Loss from equity investments	—			—			(165		)	—			(165		)
Equity in earnings of consolidated subsidiaries	275			483			—			(758		)	—
Other income and expenses, net	—			—			42			—			42
Interest expense	—			122			203			—			325
Earnings before income taxes	272			362			623			(758		)	499
Income tax expense (benefit)	(13		)	87			20			—			94
Net income	285			275			603			(758		)	405
Net income—noncontrolling interests	—			—			120			—			120
Net income—controlling interests	$	285		$	275		$	483		$	(758	)	$	285

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 June 30, 2016
Net income	$	149	$	144	$	333		$	(405	)	$	221
Other comprehensive income	1		—		56			—			57
Total comprehensive income, net of tax	150		144		389			(405		)	278
Less: comprehensive income—noncontrolling interests	—		—		75			—			75
Comprehensive income—controlling interests	$	150	$	144	$	314		$	(405	)	$	203
Three Months Ended June 30, 2015
Net income	$	18	$	12	$	124		$	(74	)	$	80
Other comprehensive income	2		—		91			—			93
Total comprehensive income, net of tax	20		12		215			(74		)	173
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income—controlling interests	$	20	$	12	$	151		$	(74	)	$	109
Six Months Ended June 30, 2016
Net income	$	383	$	371	$	801		$	(1,024	)	$	531
Other comprehensive income	2		—		360			—			362
Total comprehensive income, net of tax	385		371		1,161			(1,024		)	893
Less: comprehensive income—noncontrolling interests	—		—		155			—			155
Comprehensive income—controlling interests	$	385	$	371	$	1,006		$	(1,024	)	$	738
Six Months Ended June 30, 2015
Net income	$	285	$	275	$	603		$	(758	)	$	405
Other comprehensive income (loss)	3		—		(395		)	—			(392		)
Total comprehensive income, net of tax	288		275		208			(758		)	13
Less: comprehensive income—noncontrolling interests	—		—		114			—			114
Comprehensive income (loss)—controlling interests	$	288	$	275	$	94		$	(758	)	$	(101	)

Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	238	$	—		$	240
Receivables—consolidated subsidiaries	12		—		6		(18		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	1		—		707		—			708
Other current assets	12		—		677		—			689
Total current assets	25		2		2,016		(406		)	1,637
Investments in and loans to unconsolidated affiliates	—		—		2,657		—			2,657
Investments in consolidated subsidiaries	14,716		20,229		—		(34,945		)	—
Advances receivable—consolidated subsidiaries	—		5,037		1,331		(6,368		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,217		—			4,217
Other assets	41		46		286		—			373
Net property, plant and equipment	—		—		24,707		—			24,707
Regulatory assets and deferred debits	3		4		1,449		—			1,456
Total Assets	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047
Accounts payable	$	2	$	2	$	705	$	—		$	709
Accounts payable—consolidated subsidiaries	—		15		3		(18		)	—
Commercial paper	—		363		750		—			1,113
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		2		76		—			80
Current maturities of long-term debt	—		—		68		—			68
Other current liabilities	62		47		707		—			816
Total current liabilities	66		817		2,309		(406		)	2,786
Long-term debt	—		2,911		10,673		—			13,584
Advances payable—consolidated subsidiaries	6,368		—		—		(6,368		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	753		4,074		2,288		—			7,115
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	7,598		14,716		20,229		(34,945		)	7,598
Noncontrolling interests	—		—		3,625		—			3,625
Total equity	7,598		14,716		23,854		(34,945		)	11,223
Total Liabilities and Equity	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	212	$	—		$	213
Receivables—consolidated subsidiaries	15		6		13		(34		)	—
Notes receivable—current—consolidated subsidiaries	—		—		387		(387		)	—
Receivables—other	2		—		804		—			806
Other current assets	25		—		604		—			629
Total current assets	42		7		2,020		(421		)	1,648
Investments in and loans to unconsolidated affiliates	—		—		2,592		—			2,592
Investments in consolidated subsidiaries	13,919		19,161		—		(33,080		)	—
Advances receivable—consolidated subsidiaries	—		5,273		1,326		(6,599		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,154		—			4,154
Other assets	41		27		242		—			310
Net property, plant and equipment	—		—		22,918		—			22,918
Regulatory assets and deferred debits	3		3		1,295		—			1,301
Total Assets	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923
Accounts payable	$	2	$	3	$	506	$	—		$	511
Accounts payable—consolidated subsidiaries	4		28		2		(34		)	—
Commercial paper	—		481		631		—			1,112
Short-term borrowings—consolidated subsidiaries	—		387		—		(387		)	—
Taxes accrued	5		—		73		—			78
Current maturities of long-term debt	—		—		652		—			652
Other current liabilities	102		48		889		—			1,039
Total current liabilities	113		947		2,753		(421		)	3,392
Long-term debt	—		2,891		10,001		—			12,892
Advances payable—consolidated subsidiaries	6,599		—		—		(6,599		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	767		3,914		2,087		—			6,768
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	6,526		13,919		19,161		(33,080		)	6,526
Noncontrolling interests	—		—		3,006		—			3,006
Total equity	6,526		13,919		22,167		(33,080		)	9,532
Total Liabilities and Equity	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	383		$	371		$	801		$	(1,024	)	$	531
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			397			—			397
Earnings from equity investments	—			—			(49		)	—			(49		)
Equity in earnings of consolidated subsidiaries	(371		)	(653		)	—			1,024			—
Distributions from equity investments	—			—			52			—			52
Other	(43		)	216			135			—			308
Net cash provided by (used in) operating activities	(31		)	(66		)	1,336			—			1,239
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,520		)	—			(1,520		)
Investments in and loans to unconsolidated affiliates	—			—			(112		)	—			(112		)
Purchase of intangible, net	—			—			(40		)	—			(40		)
Purchases of held-to-maturity securities	—			—			(346		)	—			(346		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			364			—			364
Purchases of available-for-sale securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of available-for-sale securities	—			—			330			—			330
Distributions from equity investments	—			—			45			—			45
Distribution to equity investment	—			—			(148		)	—			(148		)
Advances from (to) affiliates	(50		)	197			—			(147		)	—
Other changes in restricted funds	—			—			11			—			11
Other	—			—			1			—			1
Net cash provided by (used in) investing activities	(50		)	197			(1,744		)	(147		)	(1,744		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			382			—			382
Payments for the redemption of long-term debt	—			—			(619		)	—			(619		)
Net increase (decrease) in commercial paper	—			(118		)	95			—			(23		)
Distributions to noncontrolling interests	—			—			(114		)	—			(114		)
Contributions from noncontrolling interests	—			—			278			—			278
Proceeds from the issuances of Spectra Energy common stock	868			—			—			—			868
Proceeds from the issuances of SEP common units	—			—			321			—			321
Dividends paid on common stock	(557		)	—			—			—			(557		)
Distributions and advances from (to) affiliates	(231		)	(12		)	96			147			—
Other	1			—			(9		)	—			(8		)
Net cash provided by (used in) financing activities	81			(130		)	430			147			528
Effect of exchange rate changes on cash	—			—			4			—			4
Net increase in cash and cash equivalents	—			1			26			—			27
Cash and cash equivalents at beginning of period	—			1			212			—			213
Cash and cash equivalents at end of period	$	—		$	2		$	238		$	—		$	240

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	285		$	275		$	603		$	(758	)	$	405
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			393			—			393
Loss from equity investments	—			—			165			—			165
Equity in earnings of consolidated subsidiaries	(275		)	(483		)	—			758			—
Distributions from equity investments	—			—			93			—			93
Other	30			68			302			—			400
Net cash provided by (used in) operating activities	40			(140		)	1,556			—			1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(989		)	—			(989		)
Investments in and loans to unconsolidated affiliates	—			—			(34		)	—			(34		)
Purchases of held-to-maturity securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			344			—			344
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions from equity investments	—			—			35			—			35
Advances from (to) affiliates	(72		)	46			—			26			—
Other changes in restricted funds	—			—			(6		)	—			(6		)
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	(72		)	46			(976		)	26			(976		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Payments for the redemption of long-term debt	—			—			(39		)	—			(39		)
Net increase (decrease) in commercial paper	—			99			(1,129		)	—			(1,030		)
Distributions to noncontrolling interests	—			—			(93		)	—			(93		)
Contributions from noncontrolling interests	—			—			90			—			90
Proceeds from the issuances of SEP common units	—			—			180			—			180
Dividends paid on common stock	(499		)	—			—			—			(499		)
Distributions and advances from (to) affiliates	532			(4		)	(502		)	(26		)	—
Other	(1		)	—			(8		)	—			(9		)
Net cash provided by (used in) financing activities	32			95			(507		)	(26		)	(406		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net increase in cash and cash equivalents	—			1			71			—			72
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	2		$	285		$	—		$	287

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” which amends the consolidation guidance around reporting entities that invest in development stage entities. We adopted the consolidation guidance of this amendment on January 1, 2016 and applied it retrospectively with no material effect on our consolidated results of operations, financial position or cash flows. This ASU did result in certain of our entities being classified as Variable Interest Entities. See Note 10 for discussion of our Variable Interest Entities.

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 required reevaluation of certain entities for consolidation and required us to revise our documentation regarding the consolidation or deconsolidation of such entities. We adopted this standard on January 1, 2016 with no material effect on our consolidated results of operations, financial position or cash flows.

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. We adopted this standard on January 1, 2016. The adoption of this standard has not had a material impact on our consolidated results of operations, financial position or cash flow.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” to improve the financial reporting around leasing transactions. The new guidance requires companies to begin recording assets and liabilities arising from those leases classified as operating leases under previous guidance. Furthermore, the new guidance will require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in previous guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous guidance. This ASU is effective for us January 1, 2019. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” which clarifies the hedge accounting impact when there is a change in one of the counterparties to the derivative contract (i.e. novation). This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments,” which simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.

In March 2016, the FASB issued ASU No. 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” to clarify implementation guidance on principal versus agent considerations. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment award transactions. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.

In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to clarify implementation guidance on performance obligations and licensing. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” to clarify implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for us on January 1, 2020. We are currently evaluating this ASU and its potential impact on us.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2016

Variable Interest Entity [Line Items]

Use of Estimates, Policy

Use of Estimates. To conform with generally accepted accounting principles (GAAP) in the U.S., 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, Policy

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

Inventory, Policy

Inventory consists of natural gas and NGLs held in storage for transmission and processing, and also includes materials and supplies. In the second quarter of 2016, Westcoast Energy Inc. (Westcoast) entered into a definitive agreement to sell its ownership interest in Empress which resulted in NGLs being reclassified out of Inventory to Assets Held for Sale on the Condensed Consolidated Balance Sheet as of June 30, 2016. See Note 8 for further discussion. 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, Policy

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 June 30, 2016 consist of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing. As of June 30, 2016, 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 June 30, 2016, a10¢ per gallon movement in underlying forward NGL prices, primarily propane prices, would affect the estimated fair value of our NGL derivatives by $1 million. This calculated amount does not take into account any other changes to the fair value measurement calculation.

Sabal Trail Transmission, LLC

Variable Interest Entity [Line Items]

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Sabal Trail is a variable interest entity (VIE) due to insufficient equity at risk to finance its activities. We determined that we are the primary beneficiary because we direct the activities of Sabal Trail that most significantly impact its economic performance and we consolidate Sabal Trail in our financial statements.

Nexus Transmission, LLC

Variable Interest Entity [Line Items]

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Nexus is a VIE due to insufficient equity at risk to finance its activities. We determined that we are not the primary beneficiary because the power to direct the activities of Nexus that most significantly impact its economic performance is shared. Nexus is accounted for under the equity method.

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2016

Segment Reporting [Abstract]

Business Segment Data

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 June 30, 2016
Spectra Energy Partners	$	618	$	—		$	618		$	78	$	471
Distribution	284		—			284			47		104
Western Canada Transmission & Processing	254		4			258			59		97
Field Services	—		—			—			—		(14		)
Total reportable segments	1,156		4			1,160			184		658
Other	3		16			19			12		(36		)
Eliminations	—		(20		)	(20		)	—		—
Depreciation and amortization	—		—			—			—		196
Interest expense	—		—			—			—		153
Total consolidated	$	1,159	$	—		$	1,159		$	196	$	273
Three Months Ended June 30, 2015
Spectra Energy Partners	$	603	$	—		$	603		$	72	$	478
Distribution	290		—			290			45		98
Western Canada Transmission & Processing	297		7			304			63		104
Field Services	—		—			—			—		(233		)
Total reportable segments	1,190		7			1,197			180		447
Other	2		15			17			13		(12		)
Eliminations	—		(22		)	(22		)	—		—
Depreciation and amortization	—		—			—			—		193
Interest expense	—		—			—			—		166
Interest income and other (a)	—		—			—			—		(3		)
Total consolidated	$	1,192	$	—		$	1,192		$	193	$	73
Six Months Ended June 30, 2016
Spectra Energy Partners	$	1,242	$	—		$	1,242		$	155	$	944
Distribution	749		—			749			91		274
Western Canada Transmission & Processing	548		15			563			117		220
Field Services	—		—			—			—		(11		)
Total reportable segments	2,539		15			2,554			363		1,427
Other	4		32			36			26		(55		)
Eliminations	—		(47		)	(47		)	—		—
Depreciation and amortization	—		—			—			—		389
Interest expense	—		—			—			—		304
Interest income and other (a)	—		—			—			—		2
Total consolidated	$	2,543	$	—		$	2,543		$	389	$	681
Six Months Ended June 30, 2015
Spectra Energy Partners	$	1,209	$	—		$	1,209		$	146	$	933
Distribution	952		—			952			90		290
Western Canada Transmission & Processing	650		24			674			125		265
Field Services	—		—			—			—		(250		)
Total reportable segments	2,811		24			2,835			361		1,238
Other	4		31			35			25		(27		)
Eliminations	—		(55		)	(55		)	—		—
Depreciation and amortization	—		—			—			—		386
Interest expense	—		—			—			—		325
Interest income and other (a)	—		—			—			—		(1		)
Total consolidated	$	2,815	$	—		$	2,815		$	386	$	499

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Earnings per Common Share (Tables)

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions, except per-share amounts)
Net income—controlling interests	$	149	$	18	$	383	$	285
Weighted-average common shares outstanding
Basic	699		671		687		671
Diluted	701		672		688		672
Basic and diluted earnings per common share (a)	$	0.21	$	0.03	$	0.56	$	0.42

___________________

(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 (Tables)

6 Months Ended

Jun. 30, 2016

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, 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 (Loss)
	(in millions)
March 31, 2016	$	376		$	(341	)	$	—		$	(3	)	$	32
Other AOCI activity	49			4			—			1			54
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
March 31, 2015	$	532		$	(345	)	$	—		$	(2	)	$	185
Other AOCI activity	85			7			—			(1		)	91
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276
December 31, 2015	$	79		$	(346	)	$	(3	)	$	1		$	(269	)
Other AOCI activity	346			9			3			(3		)	355
June 30, 2016	$	425		$	(337	)	$	—		$	(2	)	$	86
December 31, 2014	$	1,016		$	(351	)	$	(3	)	$	—		$	662
Other AOCI activity	(399		)	13			3			(3		)	(386		)
June 30, 2015	$	617		$	(338	)	$	—		$	(3	)	$	276

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Inventory (Tables)

6 Months Ended

Jun. 30, 2016

Inventory Disclosure [Abstract]

Components of Inventory

The components of inventory are as follows:

	June 30, 2016		December 31, 2015
	(in millions)
Natural gas	$	115	$	217
NGLs	—		23
Materials and supplies	70		67
Total inventory	$	185	$	307

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Assets held for sale (Tables)

6 Months Ended

Jun. 30, 2016

Assets Held for Sale [Abstract]

Assets and liabilities held for sale

The carrying amounts of the assets and liabilities classified as Assets Held for Sale and Liabilities Held for Sale on our Condensed Consolidated Balance Sheet are as follows:

	June 30, 2016
	(in millions)
Assets Held for Sale
Cash and cash equivalents	$	7
Receivables, net	8
Inventory	28
Current assets—other	7
Investments and other assets—other	11
Net property, plant and equipment	164
Total assets held for sale	$	225
Liabilities Held for Sale
Accounts payable	$	9
Taxes accrued	1
Current liabilities—other	6
Deferred credits and other liabilities—deferred income taxes	28
Deferred credits and other liabilities—regulatory and other	12
Total liabilities held for sale	$	56

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Equity Method Investment, Summarized Financial Information, Income Statement (Tables)

6 Months Ended

Jun. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investment, Summarized Financial Information, Income Statement

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Operating revenues	$	1,586		$	1,869		$	3,013		$	3,912
Operating expenses	1,592			2,332			2,957			4,323
Operating income (loss)	(6		)	(463		)	56			(411		)
Net income (loss)	(16		)	(491		)	32			(497		)
Net income (loss) attributable to members’ interests	(29		)	(466		)	(18		)	(503		)

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Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2016

Variable Interest Entities [Abstract]

Schedule of Variable Interest Entities

The following summarizes assets and liabilities for Sabal Trail as of June 30, 2016 and December 31, 2015:

Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
	(in millions)
Assets
Current assets	$	114	$	118
Net property, plant and equipment	1,184		773
Regulatory assets and deferred debits	41		25
Total Assets	$	1,339	$	916
Liabilities and Equity
Current liabilities	$	90	$	84
Equity	1,249		832
Total Liabilities and Equity	$	1,339	$	916

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Marketable Securities and Restricted Funds (Tables)

6 Months Ended

Jun. 30, 2016

Investments, Debt and Equity Securities [Abstract]

Restricted and Nonrestricted AFS Securities by Balance Sheet Classification

AFS Securities. AFS Securities are as follows:

	Estimated Fair Value
	June 30, 2016		December 31, 2015
	(in millions)
Corporate debt securities (a)	$	15	$	31
Canadian equity securities (b)	15		—
Total available-for-sale securities	$	30	$	31

___________________________________

(a) Amounts related to certain construction projects.

(b) Amounts related to restricted funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

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

	Estimated Fair Value
	June 30, 2016		December 31, 2015
	(in millions)
Restricted funds
Investments and other assets—other	$	24	$	11
Non-restricted funds
Current assets—other	6		20
Total available-for-sale securities	$	30	$	31

Estimated Fair Values of Held to Maturity Marketable Securities

HTM Securities. HTM securities are as follows:

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheets Caption	June 30, 2016		December 31, 2015
		(in millions)
Bankers acceptances	Current assets—other	$	28	$	30
Canadian government securities	Current assets—other	25		24
Money market funds	Current assets—other	3		3
Canadian government securities	Investments and other assets—other	54		50
Bankers acceptances	Investments and other assets—other	—		12
Total held-to-maturity securities		$	110	$	119

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Debt and Credit Facilities (Tables)

6 Months Ended

Jun. 30, 2016

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 June 30, 2016		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC (a)	2021	$	1,000	$	363	$	637
SEP (b)	2021	2,500		693		1,807
Westcoast (c)	2021	310		57		253
Union Gas (d)	2021	542		—		542
Total		$	4,352	$	1,113	$	3,239

_________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

(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 agreement, of 5.0 to 1 or less. As of June 30, 2016, this ratio was 3.5 to 1.

(c) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 34% at June 30, 2016.

(d) U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 700 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 June 30, 2016.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

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	June 30, 2016
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	161	$	—	$	161	$	—
Corporate debt securities	Current assets—other	6		—		6		—
Corporate debt securities	Investments and other assets—other	9		—		9		—
Interest rate swaps	Investments and other assets—other	76		—		76		—
Canadian equity securities	Investments and other assets—other	15		15		—		—
Total Assets		$	267	$	15	$	252	$	—
Commodity derivatives	Liabilities held for sale	$	2	$	—	$	—	$	2
Total Liabilities		$	2	$	—	$	—	$	2

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2015
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	137	$	—	$	137	$	—
Corporate debt securities	Current assets—other	20		—		20		—
Commodity derivatives	Current assets—other	36		—		—		36
Commodity derivatives	Investments and other assets—other	5		—		—		5
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	37		—		37		—
Total Assets		$	246	$	—	$	205	$	41

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
Derivative assets (liabilities)
Fair value, beginning of period	$	10		$	49		$	41		$	78
Total gains (losses):
Included in earnings	(11		)	3			(15		)	9
Included in other comprehensive income	—			1			1			(5		)
Purchases	—			2			(1		)	3
Settlements	(1		)	(5		)	(28		)	(35		)
Fair value, end of period	$	(2	)	$	50		$	(2	)	$	50
Unrealized losses relating to instruments held at the end of the period	$	(8	)	$	—		$	(31	)	$	(16	)

Fair Value of Financial Instruments Recorded and Carried at Book Value

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.

	June 30, 2016				December 31, 2015
	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)	13,638		14,994		13,567		13,891

__________

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

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

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Risk Management and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2016

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:

	June 30, 2016						December 31, 2015
	Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheet		Amounts Not Offset in the Condensed Consolidated Balance Sheet		Net Amount
Description	(in millions)
Assets	$	76	$	—	$	76	$	37	$	—	$	37

Commodity Derivative Assets and Liabilities Offsetting

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

	June 30, 2016						December 31, 2015
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet		Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheet
Description	(in millions)
Assets	$	61	$	61	$	—	$	104	$	63	$	41
Liabilities	63		61		2		63		63		—

Commodity derivative impact

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

		Three Months Ended June 30,					Six Months Ended June 30,
Derivatives	Condensed Consolidated Statements of Operations Caption	2016			2015		2016			2015
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(11	)	$	5	$	(16	)	$	12

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Issuances of SEP Units (Tables)

6 Months Ended

Jun. 30, 2016

Noncontrolling Interest [Abstract]

Effects of Issuances of SEP Units

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(in millions)
Net income—controlling interests	$	149	$	18	$	383	$	285
Increase in additional paid-in capital resulting from issuances of SEP units	7		19		15		25
Total net income—controlling interests and changes in equity—controlling interests	$	156	$	37	$	398	$	310

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2016

U.S. and Canada 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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5		$	10		$	10
Interest cost on projected benefit obligation	6			6			12			12
Expected return on plan assets	(10		)	(11		)	(20		)	(21		)
Amortization of loss	2			3			4			5
Net periodic pension cost	$	3		$	3		$	6		$	6
Canada
Service cost benefit earned	$	7		$	8		$	15		$	16
Interest cost on projected benefit obligation	12			11			22			22
Expected return on plan assets	(16		)	(17		)	(32		)	(34		)
Amortization of loss	4			6			9			13
Amortization of prior service cost	1			1			1			1
Net periodic pension cost	$	8		$	9		$	15		$	18

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 June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2		$	4		$	4
Expected return on plan assets	(1		)	(2		)	(2		)	(3		)
Net periodic other post-retirement benefit cost	$	1		$	—		$	2		$	1
Canada
Service cost benefit earned	$	—		$	1		$	1		$	2
Interest cost on accumulated post-retirement benefit obligation	1			1			2			2
Net periodic other post-retirement benefit cost	$	1		$	2		$	3		$	4

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Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2016

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 June 30, 2016
Total operating revenues	$	—		$	—		$	1,159		$	—		$	1,159
Total operating expenses	2			1			785			—			788
Operating income (loss)	(2		)	(1		)	374			—			371
Earnings from equity investments	—			—			16			—			16
Equity in earnings of consolidated subsidiaries	144			261			—			(405		)	—
Other income and expenses, net	(2		)	—			41			—			39
Interest expense	—			61			92			—			153
Earnings before income taxes	140			199			339			(405		)	273
Income tax expense (benefit)	(9		)	55			6			—			52
Net income	149			144			333			(405		)	221
Net income—noncontrolling interests	—			—			72			—			72
Net income—controlling interests	$	149		$	144		$	261		$	(405	)	$	149
Three Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	1,192		$	—		$	1,192
Total operating expenses	1			(1		)	786			—			786
Operating income (loss)	(1		)	1			406			—			406
Loss from equity investments	—			—			(189		)	—			(189		)
Equity in earnings of consolidated subsidiaries	12			62			—			(74		)	—
Other income and expenses, net	2			—			20			—			22
Interest expense	—			61			105			—			166
Earnings before income taxes	13			2			132			(74		)	73
Income tax expense (benefit)	(5		)	(10		)	8			—			(7		)
Net income	18			12			124			(74		)	80
Net income—noncontrolling interests	—			—			62			—			62
Net income—controlling interests	$	18		$	12		$	62		$	(74	)	$	18

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Six Months Ended June 30, 2016
Total operating revenues	$	—		$	—		$	2,544		$	(1	)	$	2,543
Total operating expenses	5			2			1,672			(1		)	1,678
Operating income (loss)	(5		)	(2		)	872			—			865
Earnings from equity investments	—			—			49			—			49
Equity in earnings of consolidated subsidiaries	371			653			—			(1,024		)	—
Other income and expenses, net	(2		)	—			73			—			71
Interest expense	—			123			181			—			304
Earnings before income taxes	364			528			813			(1,024		)	681
Income tax expense (benefit)	(19		)	157			12			—			150
Net income	383			371			801			(1,024		)	531
Net income—noncontrolling interests	—			—			148			—			148
Net income—controlling interests	$	383		$	371		$	653		$	(1,024	)	$	383
Six Months Ended June 30, 2015
Total operating revenues	$	—		$	—		$	2,816		$	(1	)	$	2,815
Total operating expenses	3			(1		)	1,867			(1		)	1,868
Operating income (loss)	(3		)	1			949			—			947
Loss from equity investments	—			—			(165		)	—			(165		)
Equity in earnings of consolidated subsidiaries	275			483			—			(758		)	—
Other income and expenses, net	—			—			42			—			42
Interest expense	—			122			203			—			325
Earnings before income taxes	272			362			623			(758		)	499
Income tax expense (benefit)	(13		)	87			20			—			94
Net income	285			275			603			(758		)	405
Net income—noncontrolling interests	—			—			120			—			120
Net income—controlling interests	$	285		$	275		$	483		$	(758	)	$	285

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 June 30, 2016
Net income	$	149	$	144	$	333		$	(405	)	$	221
Other comprehensive income	1		—		56			—			57
Total comprehensive income, net of tax	150		144		389			(405		)	278
Less: comprehensive income—noncontrolling interests	—		—		75			—			75
Comprehensive income—controlling interests	$	150	$	144	$	314		$	(405	)	$	203
Three Months Ended June 30, 2015
Net income	$	18	$	12	$	124		$	(74	)	$	80
Other comprehensive income	2		—		91			—			93
Total comprehensive income, net of tax	20		12		215			(74		)	173
Less: comprehensive income—noncontrolling interests	—		—		64			—			64
Comprehensive income—controlling interests	$	20	$	12	$	151		$	(74	)	$	109
Six Months Ended June 30, 2016
Net income	$	383	$	371	$	801		$	(1,024	)	$	531
Other comprehensive income	2		—		360			—			362
Total comprehensive income, net of tax	385		371		1,161			(1,024		)	893
Less: comprehensive income—noncontrolling interests	—		—		155			—			155
Comprehensive income—controlling interests	$	385	$	371	$	1,006		$	(1,024	)	$	738
Six Months Ended June 30, 2015
Net income	$	285	$	275	$	603		$	(758	)	$	405
Other comprehensive income (loss)	3		—		(395		)	—			(392		)
Total comprehensive income, net of tax	288		275		208			(758		)	13
Less: comprehensive income—noncontrolling interests	—		—		114			—			114
Comprehensive income (loss)—controlling interests	$	288	$	275	$	94		$	(758	)	$	(101	)

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	238	$	—		$	240
Receivables—consolidated subsidiaries	12		—		6		(18		)	—
Notes receivable—current—consolidated subsidiaries	—		—		388		(388		)	—
Receivables—other	1		—		707		—			708
Other current assets	12		—		677		—			689
Total current assets	25		2		2,016		(406		)	1,637
Investments in and loans to unconsolidated affiliates	—		—		2,657		—			2,657
Investments in consolidated subsidiaries	14,716		20,229		—		(34,945		)	—
Advances receivable—consolidated subsidiaries	—		5,037		1,331		(6,368		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,217		—			4,217
Other assets	41		46		286		—			373
Net property, plant and equipment	—		—		24,707		—			24,707
Regulatory assets and deferred debits	3		4		1,449		—			1,456
Total Assets	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047
Accounts payable	$	2	$	2	$	705	$	—		$	709
Accounts payable—consolidated subsidiaries	—		15		3		(18		)	—
Commercial paper	—		363		750		—			1,113
Short-term borrowings—consolidated subsidiaries	—		388		—		(388		)	—
Taxes accrued	2		2		76		—			80
Current maturities of long-term debt	—		—		68		—			68
Other current liabilities	62		47		707		—			816
Total current liabilities	66		817		2,309		(406		)	2,786
Long-term debt	—		2,911		10,673		—			13,584
Advances payable—consolidated subsidiaries	6,368		—		—		(6,368		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	753		4,074		2,288		—			7,115
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	7,598		14,716		20,229		(34,945		)	7,598
Noncontrolling interests	—		—		3,625		—			3,625
Total equity	7,598		14,716		23,854		(34,945		)	11,223
Total Liabilities and Equity	$	14,785	$	25,318	$	39,463	$	(44,519	)	$	35,047

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	1	$	212	$	—		$	213
Receivables—consolidated subsidiaries	15		6		13		(34		)	—
Notes receivable—current—consolidated subsidiaries	—		—		387		(387		)	—
Receivables—other	2		—		804		—			806
Other current assets	25		—		604		—			629
Total current assets	42		7		2,020		(421		)	1,648
Investments in and loans to unconsolidated affiliates	—		—		2,592		—			2,592
Investments in consolidated subsidiaries	13,919		19,161		—		(33,080		)	—
Advances receivable—consolidated subsidiaries	—		5,273		1,326		(6,599		)	—
Notes receivable—consolidated subsidiaries	—		—		2,800		(2,800		)	—
Goodwill	—		—		4,154		—			4,154
Other assets	41		27		242		—			310
Net property, plant and equipment	—		—		22,918		—			22,918
Regulatory assets and deferred debits	3		3		1,295		—			1,301
Total Assets	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923
Accounts payable	$	2	$	3	$	506	$	—		$	511
Accounts payable—consolidated subsidiaries	4		28		2		(34		)	—
Commercial paper	—		481		631		—			1,112
Short-term borrowings—consolidated subsidiaries	—		387		—		(387		)	—
Taxes accrued	5		—		73		—			78
Current maturities of long-term debt	—		—		652		—			652
Other current liabilities	102		48		889		—			1,039
Total current liabilities	113		947		2,753		(421		)	3,392
Long-term debt	—		2,891		10,001		—			12,892
Advances payable—consolidated subsidiaries	6,599		—		—		(6,599		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	767		3,914		2,087		—			6,768
Preferred stock of subsidiaries	—		—		339		—			339
Equity
Controlling interests	6,526		13,919		19,161		(33,080		)	6,526
Noncontrolling interests	—		—		3,006		—			3,006
Total equity	6,526		13,919		22,167		(33,080		)	9,532
Total Liabilities and Equity	$	14,005	$	24,471	$	37,347	$	(42,900	)	$	32,923

Condensed Consolidating Statement of Cash Flows

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2016

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	383		$	371		$	801		$	(1,024	)	$	531
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			397			—			397
Earnings from equity investments	—			—			(49		)	—			(49		)
Equity in earnings of consolidated subsidiaries	(371		)	(653		)	—			1,024			—
Distributions from equity investments	—			—			52			—			52
Other	(43		)	216			135			—			308
Net cash provided by (used in) operating activities	(31		)	(66		)	1,336			—			1,239
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(1,520		)	—			(1,520		)
Investments in and loans to unconsolidated affiliates	—			—			(112		)	—			(112		)
Purchase of intangible, net	—			—			(40		)	—			(40		)
Purchases of held-to-maturity securities	—			—			(346		)	—			(346		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			364			—			364
Purchases of available-for-sale securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of available-for-sale securities	—			—			330			—			330
Distributions from equity investments	—			—			45			—			45
Distribution to equity investment	—			—			(148		)	—			(148		)
Advances from (to) affiliates	(50		)	197			—			(147		)	—
Other changes in restricted funds	—			—			11			—			11
Other	—			—			1			—			1
Net cash provided by (used in) investing activities	(50		)	197			(1,744		)	(147		)	(1,744		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			382			—			382
Payments for the redemption of long-term debt	—			—			(619		)	—			(619		)
Net increase (decrease) in commercial paper	—			(118		)	95			—			(23		)
Distributions to noncontrolling interests	—			—			(114		)	—			(114		)
Contributions from noncontrolling interests	—			—			278			—			278
Proceeds from the issuances of Spectra Energy common stock	868			—			—			—			868
Proceeds from the issuances of SEP common units	—			—			321			—			321
Dividends paid on common stock	(557		)	—			—			—			(557		)
Distributions and advances from (to) affiliates	(231		)	(12		)	96			147			—
Other	1			—			(9		)	—			(8		)
Net cash provided by (used in) financing activities	81			(130		)	430			147			528
Effect of exchange rate changes on cash	—			—			4			—			4
Net increase in cash and cash equivalents	—			1			26			—			27
Cash and cash equivalents at beginning of period	—			1			212			—			213
Cash and cash equivalents at end of period	$	—		$	2		$	238		$	—		$	240

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	285		$	275		$	603		$	(758	)	$	405
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	—			—			393			—			393
Loss from equity investments	—			—			165			—			165
Equity in earnings of consolidated subsidiaries	(275		)	(483		)	—			758			—
Distributions from equity investments	—			—			93			—			93
Other	30			68			302			—			400
Net cash provided by (used in) operating activities	40			(140		)	1,556			—			1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(989		)	—			(989		)
Investments in and loans to unconsolidated affiliates	—			—			(34		)	—			(34		)
Purchases of held-to-maturity securities	—			—			(329		)	—			(329		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			344			—			344
Proceeds from sales and maturities of available-for-sale securities	—			—			1			—			1
Distributions from equity investments	—			—			35			—			35
Advances from (to) affiliates	(72		)	46			—			26			—
Other changes in restricted funds	—			—			(6		)	—			(6		)
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	(72		)	46			(976		)	26			(976		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			—			994			—			994
Payments for the redemption of long-term debt	—			—			(39		)	—			(39		)
Net increase (decrease) in commercial paper	—			99			(1,129		)	—			(1,030		)
Distributions to noncontrolling interests	—			—			(93		)	—			(93		)
Contributions from noncontrolling interests	—			—			90			—			90
Proceeds from the issuances of SEP common units	—			—			180			—			180
Dividends paid on common stock	(499		)	—			—			—			(499		)
Distributions and advances from (to) affiliates	532			(4		)	(502		)	(26		)	—
Other	(1		)	—			(8		)	—			(9		)
Net cash provided by (used in) financing activities	32			95			(507		)	(26		)	(406		)
Effect of exchange rate changes on cash	—			—			(2		)	—			(2		)
Net increase in cash and cash equivalents	—			1			71			—			72
Cash and cash equivalents at beginning of period	—			1			214			—			215
Cash and cash equivalents at end of period	$	—		$	2		$	285		$	—		$	287

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General - Additional Information (Details)	Jun. 30, 2016
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%

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Business Segments - Additional Information (Details)	6 Months Ended
	Jun. 30, 2016 reportable_segments
Segment Reporting Information [Line Items]
Number of reportable segments	4
DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%
DCP Midstream, LLC | Phillips Sixty Six
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%
DCP Midstream Partners, LP | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	21.00%

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Business Segment Data (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Segment Reporting Information [Line Items]
Revenues		$ 1,159	$ 1,192	$ 2,543	$ 2,815
Depreciation and amortization		196	193	389	386
Interest Expense		153	166	304	325
Interest income and other	[1]			2
Interest income and other	[1]		(3)		(1)
Earnings Before Income Taxes		273	73	681	499
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		(20)	(22)	(47)	(55)
Spectra Energy Partners
Segment Reporting Information [Line Items]
Revenues		618	603	1,242	1,209
Depreciation and amortization		78	72	155	146
Earnings Before Interest Taxes Depreciation And Amortization		471	478	944	933
Spectra Energy Partners | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Spectra Energy Partners | Operating Segments
Segment Reporting Information [Line Items]
Revenues		618	603	1,242	1,209
Distribution
Segment Reporting Information [Line Items]
Revenues		284	290	749	952
Depreciation and amortization		47	45	91	90
Earnings Before Interest Taxes Depreciation And Amortization		104	98	274	290
Distribution | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Distribution | Operating Segments
Segment Reporting Information [Line Items]
Revenues		284	290	749	952
Western Canada Transmission And Processing
Segment Reporting Information [Line Items]
Revenues		254	297	548	650
Depreciation and amortization		59	63	117	125
Earnings Before Interest Taxes Depreciation And Amortization		97	104	220	265
Western Canada Transmission And Processing | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		4	7	15	24
Western Canada Transmission And Processing | Operating Segments
Segment Reporting Information [Line Items]
Revenues		258	304	563	674
Field Services
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Depreciation and amortization		0	0	0	0
Earnings Before Interest Taxes Depreciation And Amortization		(14)	(233)	(11)	(250)
Field Services | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Field Services | Operating Segments
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Total Reportable Segments
Segment Reporting Information [Line Items]
Revenues		1,156	1,190	2,539	2,811
Depreciation and amortization		184	180	363	361
Earnings Before Interest Taxes Depreciation And Amortization		658	447	1,427	1,238
Total Reportable Segments | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		4	7	15	24
Total Reportable Segments | Operating Segments
Segment Reporting Information [Line Items]
Revenues		1,160	1,197	2,554	2,835
Other
Segment Reporting Information [Line Items]
Revenues		3	2	4	4
Depreciation and amortization		12	13	26	25
Earnings Before Interest Taxes Depreciation And Amortization		(36)	(12)	(55)	(27)
Other | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues		16	15	32	31
Other | Operating Segments
Segment Reporting Information [Line Items]
Revenues		$ 19	$ 17	$ 36	$ 35

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

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Regulatory Matters (Details) - Union Gas Limited - Current assets—other - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
2014 Demand Side Management Deferrals
Regulatory Matters [Line Items]
Regulatory Assets	$ 9	$ 8
2015-2020 DSM Plan: 2016 Draft Rate Order
Regulatory Matters [Line Items]
Regulatory Assets	19
2015 Annual Deferrals
Regulatory Matters [Line Items]
Regulatory Assets	$ 18	$ 18

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Tax Contingency [Line Items]
Income Tax Expense (Benefit)	$ 52	$ (7)	$ 150	$ 94
Effective Income Tax Rate Reconciliation, Percent	19.00%	(10.00%)	22.00%	19.00%
Unrecognized Tax Benefits, Period Increase (Decrease)			$ 7
Minimum
Income Tax Contingency [Line Items]
Potential decrease of unrecognized tax benefits	$ 30		30
Maximum
Income Tax Contingency [Line Items]
Potential decrease of unrecognized tax benefits	$ 40		$ 40
DCP Midstream, LLC | Goodwill Impairment
Income Tax Contingency [Line Items]
Income Tax Expense (Benefit)		$ (72)		$ (72)

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Earnings per Common Share - Basic and Diluted EPS Calculations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Earnings Per Share [Abstract]
Net Income—Controlling Interests		$ 149	$ 18	$ 383	$ 285
Weighted-average common shares outstanding
Basic		699	671	687	671
Diluted		701	672	688	672
Basic and diluted earnings per common share	[1]	$ 0.21	$ 0.03	$ 0.56	$ 0.42

[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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Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance at beginning of period	$ 32	$ 185	$ (269)	$ 662
Other AOCI activity	54	91	355	(386)
Balance at end of period	86	276	86	276
Foreign Currency Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance at beginning of period	376	532	79	1,016
Other AOCI activity	49	85	346	(399)
Balance at end of period	425	617	425	617
Pension and Post-retirement Benefit Plan Obligations
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance at beginning of period	(341)	(345)	(346)	(351)
Other AOCI activity	4	7	9	13
Balance at end of period	(337)	(338)	(337)	(338)
Gas Purchase Contract Hedges
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance at beginning of period	0	0	(3)	(3)
Other AOCI activity	0	0	3	3
Balance at end of period	0	0	0	0
Other
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance at beginning of period	(3)	(2)	1	0
Other AOCI activity	1	(1)	(3)	(3)
Balance at end of period	$ (2)	$ (3)	$ (2)	$ (3)

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Inventory - Components of Inventory (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Natural gas	$ 115	$ 217
NGLs	0	23
Materials and supplies	70	67
Total inventory	$ 185	$ 307

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Assets held for sale - Additional Information (Details) CAD in Millions	6 Months Ended
	Jun. 30, 2016 CAD
Empress
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses	CAD 200

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Assets held for sale Assets Held for Sale (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Assets Held for Sale [Abstract]
Cash and cash equivalents	$ 7
Receivables, net	8
Inventory	28
Current assets—other	7
Investments and other assets—other	11
Net property, plant and equipment	164
Total assets held for sale	225	$ 0
Accounts payable	9
Taxes accrued	1
Current liabilities—other	6
Deferred credits and other liabilities—deferred income taxes	28
Deferred credits and other liabilities—regulatory and other	12
Total liabilities held for sale	$ 56	$ 0

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Investments in and Loans to Unconsolidated Affiliates -Summarized Financial Information, Income Statement (Details) - DCP Midstream, LLC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Schedule of Equity Method Investments [Line Items]
Operating revenues	$ 1,586	$ 1,869	$ 3,013	$ 3,912
Operating expenses	1,592	2,332	2,957	4,323
Operating income (loss)	(6)	(463)	56	(411)
Net income (loss)	(16)	(491)	32	(497)
Net income (loss) attributable to members’ interests	$ (29)	$ (466)	$ (18)	$ (503)

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Investments in and Loans to Unconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Schedule of Equity Method Investments [Line Items]
Earnings (loss) from equity investments	$ 16			$ (189)	$ 49	$ (165)
Goodwill, Impairment Loss					0
Distributions from equity investments					52	93
Distribution to equity investment					$ 148	0
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%				50.00%
Gulfstream Natural Gas System, LLC
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments			$ 396
Distribution to equity investment	$ 148	$ 248
Gain from limited partner units issuance | DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Earnings (loss) from equity investments						2
Goodwill Impairment | DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Earnings (loss) from equity investments						(122)
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Goodwill, Impairment Loss						$ 427
Gulfstream Natural Gas System, LLC
Schedule of Equity Method Investments [Line Items]
Debt Instrument, Face Amount			$ 800

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Variable Interest Entities (Details) - Sabal Trail Transmission, LLC - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Variable Interest Entity [Line Items]
Total Assets	$ 1,339	$ 916
Equity	1,249	832
Total Liabilities and Equity	1,339	916
Current assets
Variable Interest Entity [Line Items]
Total Assets	114	118
Net property, plant and equipment
Variable Interest Entity [Line Items]
Total Assets	1,184	773
Regulatory assets and deferred debits
Variable Interest Entity [Line Items]
Total Assets	41	25
Current liabilities
Variable Interest Entity [Line Items]
Current liabilities	$ 90	$ 84

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Variable Interest Entities - Additional Information (Details) - USD ($) $ in Millions			6 Months Ended
	Jul. 01, 2016	Apr. 01, 2016	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Variable Interest Entity [Line Items]
Proceeds from Noncontrolling Interests			$ 278	$ 90
Sabal Trail Transmission, LLC
Variable Interest Entity [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage			38.30%
Nexus Transmission, LLC
Variable Interest Entity [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage			38.30%
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount			$ 1,000
Nexus Transmission, LLC | Investments in and loans to unconsolidated affiliates
Variable Interest Entity [Line Items]
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets			$ 205		$ 90
Scenario, Forecast | Sabal Trail Transmission, LLC
Variable Interest Entity [Line Items]
Construction and Development Costs	$ 1,800
Spectra Energy Partners, LP | Sabal Trail Transmission, LLC
Variable Interest Entity [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage			50.00%
NextEra | Spectra Energy Partners, LP | Sabal Trail Transmission, LLC
Variable Interest Entity [Line Items]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Sale of Interest by Parent		9.50%
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Sale of Interest by Parent		$ 110
Proceeds from Noncontrolling Interests		$ 102

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Intangible Assets - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Apr. 01, 2016	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2016	Jun. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Purchase of intangible				$ 40	$ 0
Finite-Lived Intangible Asset, Useful Life				25 years
Sabal Trail Transmission, LLC
Finite-Lived Intangible Assets [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage				38.30%
Sabal Trail Transmission, LLC | Spectra Energy Partners, LP
Finite-Lived Intangible Assets [Line Items]
Purchase of intangible			$ 48	$ 40
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage				50.00%
Intangible Assets, Reimbursement		$ 8
NextEra | Sabal Trail Transmission, LLC | Spectra Energy Partners, LP
Finite-Lived Intangible Assets [Line Items]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Sale of Interest by Parent	9.50%

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Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2016 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Impairment Loss	$ 0

XML

Marketable Securities and Restricted Funds Schedule of Restricted and Non-restricted Available for Sale Securities (Details) - USD ($) $ in Millions		Jun. 30, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities		$ 30	$ 31
Investments and other assets—other
Schedule of Available-for-sale Securities [Line Items]
Restricted funds, Investments and other assets - other		24	11
Current assets—other
Schedule of Available-for-sale Securities [Line Items]
Non-restricted funds, Current assets - other		6	20
Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities	[1]	15	31
Canadian Equity Securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities	[2]	$ 15	$ 0

[1] Amounts related to certain construction projects.

[2] Amounts related to restricted funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.

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Marketable Securities and Restricted Funds Schedule of Restricted and Non-restricted Available for Sale Securities - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Gross Unrealized Gain (Loss)	$ 0	$ 0
Available-for-sale Securities | Maximum
Schedule of Available-for-sale Securities [Line Items]
Weighted Average Contractual Maturity Of Outstanding Securities	1 year

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Marketable Securities and Restricted Funds Schedule of Held to Maturity Securities (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 110	$ 119
Current assets—other | Bankers Acceptance
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	28	30
Current assets—other | Canadian Government Securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	25	24
Current assets—other | Money Market Funds
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	3	3
Investments and other assets—other | Bankers Acceptance
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	0	12
Investments and other assets—other | Canadian Government Securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 54	$ 50

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Marketable Securities and Restricted Funds Schedule of Held to Maturity Securities - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Unrecognized Holding Gain	$ 0	$ 0
Held-to-maturity Securities, Unrecognized Holding Loss	$ 0	$ 0
M&N Canada six point nine zero percent senior secured notes due 2014 to 2019 | Maritimes & Northeast Pipeline Limited Partnership
Schedule of Held-to-maturity Securities [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.90%
Held-to-maturity Securities | Maximum
Schedule of Held-to-maturity Securities [Line Items]
Weighted Average Contractual Maturity Of Outstanding Securities	1 year

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Marketable Securities and Restricted Funds Schedule of Other Restricted Funds - Additional Information (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Current assets—other
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Current	$ 12	$ 11
Investments and other assets—other
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	26	38
Project Costs | Investments and other assets—other
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	10	14
Canadian Pipeline Abandonment Requirement | Investments and other assets—other
Gain (Loss) on Investments [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent	$ 16	$ 24

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Debt and Credit Facilities Available Credit Facilities and Restrictive Debt Covenants (Details) CAD in Millions, $ in Millions		6 Months Ended
		Jun. 30, 2016 CAD	Jun. 30, 2016 USD ($)		Dec. 31, 2015 USD ($)
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity			$ 4,352
Commercial Paper Outstanding			1,113		$ 1,112
Available Credit Facilities Capacity			3,239
Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Line Of Credit Facility Maturity Year	[1]	2021
Total Credit Facilities Capacity	[1]		1,000
Commercial Paper Outstanding			363	[1]	$ 481
Available Credit Facilities Capacity	[1]		637
Spectra Energy Partners, LP
Line of Credit Facility [Line Items]
Line Of Credit Facility Maturity Year	[2]	2021
Total Credit Facilities Capacity	[2]		2,500
Commercial Paper Outstanding	[2]		693
Available Credit Facilities Capacity	[2]		1,807
Westcoast Energy Inc.
Line of Credit Facility [Line Items]
Line Of Credit Facility Maturity Year	[3]	2021
Total Credit Facilities Capacity		CAD 400	310	[3]
Commercial Paper Outstanding	[3]		57
Available Credit Facilities Capacity	[3]		253
Union Gas Limited
Line of Credit Facility [Line Items]
Line Of Credit Facility Maturity Year	[4]	2021
Total Credit Facilities Capacity		CAD 700	542	[4]
Commercial Paper Outstanding	[4]		0
Available Credit Facilities Capacity	[4]		$ 542

[1] Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

[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 agreement, of 5.0 to 1 or less. As of June 30, 2016, this ratio was 3.5 to 1.

[3] U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 34% at June 30, 2016.

[4] U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 700 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 June 30, 2016.

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Debt and Credit Facilities Available Credit Facilities and Restrictive Debt Covenants - Additional Information (Details) CAD in Millions			6 Months Ended
		May 31, 2016 CAD	Jun. 30, 2016 CAD	Jun. 30, 2016 USD ($)		May 31, 2016 USD ($)
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity				$ 4,352,000,000
Line of Credit Facility, Covenant Compliance			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 June 30, 2016, we were in compliance with those covenants.
Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity	[1]			$ 1,000,000,000
Line Of Credit Facility Maturity Year	[1]		2021
Spectra Energy Capital, LLC | Covenant Requirement
Line of Credit Facility [Line Items]
Debt to Total Capitalization			56.00%	56.00%
Spectra Energy Capital, LLC | Covenant Requirement | Maximum
Line of Credit Facility [Line Items]
Debt to Total Capitalization			65.00%	65.00%
Spectra Energy Partners, LP
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity	[2]			$ 2,500,000,000
Line Of Credit Facility Maturity Year	[2]		2021
Spectra Energy Partners, LP | Covenant Requirement
Line of Credit Facility [Line Items]
Debt To Adjusted EBITDA Ratio Maximum			5.0	5.0
Debt To Adjusted EBITDA Ratio			3.5	3.5
Westcoast Energy Inc.
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity			CAD 400	$ 310,000,000	[3]
Line Of Credit Facility Maturity Year	[3]		2021
Westcoast Energy Inc. | Covenant Requirement
Line of Credit Facility [Line Items]
Debt to Total Capitalization			34.00%	34.00%
Westcoast Energy Inc. | Covenant Requirement | Maximum
Line of Credit Facility [Line Items]
Debt to Total Capitalization			75.00%	75.00%
Union Gas Limited
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity			CAD 700	$ 542,000,000	[4]
Line Of Credit Facility Maturity Year	[4]		2021
Union Gas Limited | Covenant Requirement
Line of Credit Facility [Line Items]
Debt to Total Capitalization			66.00%	66.00%
Union Gas Limited | Covenant Requirement | Maximum
Line of Credit Facility [Line Items]
Debt to Total Capitalization			75.00%	75.00%
Union Gas Limited | Union Gas Two Point Eight One Percent Senior Unsecured Notes Due 2026 [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Face Amount		CAD 250				$ 191,000,000
Debt Instrument, Interest Rate, Stated Percentage		2.81%				2.81%
Debt Instrument, Maturity Year		2026
Union Gas Limited | Union Gas Three Point Eight Zero Percent Senior Unsecured Notes Due 2026 [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Face Amount		CAD 250				$ 191,000,000
Debt Instrument, Interest Rate, Stated Percentage		3.80%				3.80%
Debt Instrument, Maturity Year		2046
Letter of Credit
Line of Credit Facility [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding				$ 0
Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding				$ 0

[1] Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

[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 agreement, of 5.0 to 1 or less. As of June 30, 2016, this ratio was 3.5 to 1.

[3] U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 34% at June 30, 2016.

[4] U.S. dollar equivalent at June 30, 2016. The revolving credit facility is 700 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 June 30, 2016.

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis with Fair Value Hierarchy Levels (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	$ 267	$ 246
Liabilities, Fair Value Disclosure, Recurring	2
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	15	0
Liabilities, Fair Value Disclosure, Recurring	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	252	205
Liabilities, Fair Value Disclosure, Recurring	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	41
Liabilities, Fair Value Disclosure, Recurring	2
Cash and cash equivalents | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	161	137
Cash and cash equivalents | Level 1 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Cash and cash equivalents | Level 2 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	161	137
Cash and cash equivalents | Level 3 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Current assets—other | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	6	20
Current assets—other | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		36
Current assets—other | Level 1 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Current assets—other | Level 1 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Current assets—other | Level 2 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	6	20
Current assets—other | Level 2 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Current assets—other | Level 3 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Current assets—other | Level 3 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		36
Investments and other assets—other | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	9	11
Investments and other assets—other | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	76	37
Investments and other assets—other | Canadian Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	15
Investments and other assets—other | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		5
Investments and other assets—other | Level 1 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Investments and other assets—other | Level 1 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Investments and other assets—other | Level 1 | Canadian Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	15
Investments and other assets—other | Level 1 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Investments and other assets—other | Level 2 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	9	11
Investments and other assets—other | Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	76	37
Investments and other assets—other | Level 2 | Canadian Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0
Investments and other assets—other | Level 2 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		0
Investments and other assets—other | Level 3 | Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Investments and other assets—other | Level 3 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0	0
Investments and other assets—other | Level 3 | Canadian Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring	0
Investments and other assets—other | Level 3 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, Fair Value Disclosure, Recurring		$ 5
Liabilities held for sale | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, Fair Value Disclosure, Recurring	2
Liabilities held for sale | Level 1 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, Fair Value Disclosure, Recurring	0
Liabilities held for sale | Level 2 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, Fair Value Disclosure, Recurring	0
Liabilities held for sale | Level 3 | Commodity Derivatives
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, Fair Value Disclosure, Recurring	$ 2

XML

Fair Value Measurements - Changes in Level 3 Assets and Liabilities that are Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Details) - Derivative Financial Instruments, Assets - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Total realized/unrealized gains (losses):
Fair value, beginning of period	$ 10	$ 49	$ 41	$ 78
Included in earnings	(11)	3	(15)	9
Included in other comprehensive income	0	1	1	(5)
Purchases	0	2	(1)	3
Settlements	(1)	(5)	(28)	(35)
Fair value, end of period	(2)	50	(2)	50
Unrealized earnings (losses) relating to instruments held at the end of the period	$ (8)	$ 0	$ (31)	$ (16)

XML

Fair Value Measurements - Fair Value of Financial Instruments Recorded and Carried at Book Value (Details) - USD ($) $ in Millions		Jun. 30, 2016	Dec. 31, 2015
Reported Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	[1]	$ 71	$ 71
Long-term Debt	[2]	13,638	13,567
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]	$ 14,994	$ 13,891

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

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

XML

Fair Value Measurements - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure, Nonrecurring, Period Increase (Decrease)	$ 0	$ 0
Liabilities, Fair Value Disclosure, Nonrecurring, Period Increase (Decrease)	0	$ 0
Commodity Derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Sensitivity Analysis - change in value of inputs	0.10
Sensitivity Analysis - effect on estimated fair value	$ 1,000,000

XML

Risk Management and Hedging Activities - Additional Information (Details) gal in Millions, $ in Billions	6 Months Ended
	Jun. 30, 2016 USD ($) gal
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate swaps | $	$ 2
Commodity Derivatives
Derivative [Line Items]
Underlying, Derivative Volume | gal	110
Maximum | Commodity Derivatives
Derivative [Line Items]
Derivative, Term of Contract	2018

XML

Risk Management and Hedging Activities - Information about Interest Rate Swaps (Details) - Interest rate swaps - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets, Assets	$ 76	$ 37
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Assets	0	0
Net Amount	$ 76	$ 37

XML

Risk Management and Hedging Activities - Commodity derivative assets and liabilities offsetting (Details) - Commodity Derivatives - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Derivative Assets And Liabilities Offsetting Table Text Block [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 61	$ 104
Derivative Asset, Fair Value, Amount Offset Against Liabilities	61	63
Net Amounts Presented in the Condensed Consolidated Balance Sheet, Assets	0	41
Derivative Liability, Fair Value, Gross Liability	63	63
Derivative Liability, Fair Value, Amount Offset Against Assets	61	63
Net Amounts Presented in the Condensed Consolidated Balance Sheets, Liabilities	$ 2	$ 0

XML

Risk Management and Hedging Activities - Commodity derivative impact (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Commodity Derivatives | Sales of natural gas liquids
Commodity derivative impact [Line Items]
Sales of natural gas liquids	$ (11)	$ 5	$ (16)	$ 12

XML

Commitments and Contingencies Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Estimate of Possible Loss	$ 0	$ 0

XML

Guarantees and Indemnifications - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2016 USD ($)
Duke Energy Indemnified Guarantees
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 406
Duke Energy Indemnified Guarantees Expiring in 2028
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 201
Guarantor Obligations, Term	2028
Duke/Fluor Daniel | Fluor Enterprises
Guarantor Obligations [Line Items]
Percentage of Fluor Enterprises Inc. ownership in D/FD	50.00%
Westcoast Energy Inc.
Guarantor Obligations [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	100.00%

XML

Issuances of Common Stock Issuances of Common Stock - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	6 Months Ended
	Apr. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Mar. 01, 2016
Class of Stock [Line Items]
Spectra Energy common stock issued		$ 868	$ 1
SE Corp At-the-Market program
Class of Stock [Line Items]
Equity Distribution Agreement - Maximum Aggregate Offering Price				$ 500
Spectra Energy common stock issued, shares		12.9
Spectra Energy common stock issued		$ 383
Overnight equity offering
Class of Stock [Line Items]
Spectra Energy common stock issued, shares	16.1
Spectra Energy common stock issued	$ 479
Spectra Energy Partners, LP | Limited Partner
Class of Stock [Line Items]
Spectra Energy purchase of SEP's common units	10.4

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Issuances of SEP Units - Effects of Issuances (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Noncontrolling Interest [Line Items]
Net Income—Controlling Interests	$ 149	$ 18	$ 383	$ 285
Increase in additional paid-in capital resulting from issuances of SEP units			312	164
Total net income—controlling interests and changes in equity—controlling interests	156	37	398	310
Additional Paid-in Capital
Noncontrolling Interest [Line Items]
Increase in additional paid-in capital resulting from issuances of SEP units	$ 7	$ 19	$ 15	$ 25

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Issuances of SEP Units - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Spectra Energy Partners, LP common units issued				$ 312	$ 164
Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partners' Capital Account, Sale of Units				327
Additional Paid-in Capital
Related Party Transaction [Line Items]
Spectra Energy Partners, LP common units issued		$ 7	$ 19	15	25
Additional Paid-in Capital | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Gain in Additional Paid in Capital from SEP unit issuance				23
Noncontrolling Interests
Related Party Transaction [Line Items]
Spectra Energy Partners, LP common units issued				$ 297	$ 139
Limited Partner | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued				7,000,000
General Partner | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued				143,000
Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions				$ 321
Percentage ownership by parent before equity issuance						78.00%
Percentage ownership by parent after equity issuance				77.00%
Spectra Energy Partners, LP | Limited Partner
Related Party Transaction [Line Items]
SEP issued common units	10,400,000
Spectra Energy purchase of SEP's general partner units	200,000

XML

Employee Benefit Plans - Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 5	$ 5	$ 10	$ 10
Interest cost on benefit obligation	6	6	12	12
Expected return on plan assets	(10)	(11)	(20)	(21)
Amortization of loss	2	3	4	5
Net periodic cost	3	3	6	6
Canadian Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	7	8	15	16
Interest cost on benefit obligation	12	11	22	22
Expected return on plan assets	(16)	(17)	(32)	(34)
Amortization of loss	4	6	9	13
Amortization of prior service cost	1	1	1	1
Net periodic cost	8	9	15	18
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	2	2	4	4
Expected return on plan assets	(1)	(2)	(2)	(3)
Net periodic cost	1	0	2	1
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	0	1	1	2
Interest cost on benefit obligation	1	1	2	2
Net periodic cost	$ 1	$ 2	$ 3	$ 4

XML

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
U.S. Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			6.00%
Expensed pre-tax employer matching contributions	$ 4	$ 4	$ 7	$ 7
Canadian Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay			5.00%
Expensed pre-tax employer matching contributions	$ 3	$ 2	$ 6	5
U.S. Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			11	11
Anticipated contributions to the defined benefit plans in 2016			22
Canadian Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			13	$ 16
Anticipated contributions to the defined benefit plans in 2016			$ 26

XML

Consolidating Financial Information Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,159	$ 1,192	$ 2,543	$ 2,815
Total operating expenses	788	786	1,678	1,868
Operating Income	371	406	865	947
Earnings (loss) from equity investments	16	(189)	49	(165)
Equity in earnings of consolidated subsidiaries	0	0	0	0
Other income and expenses, net	39	22	71	42
Interest expense	153	166	304	325
Earnings Before Income Taxes	273	73	681	499
Income Tax Expense (Benefit)	52	(7)	150	94
Net Income	221	80	531	405
Net Income—Noncontrolling Interests	72	62	148	120
Net Income—Controlling Interests	149	18	383	285
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0	(1)	(1)
Total operating expenses	0	0	(1)	(1)
Operating Income	0	0	0	0
Earnings (loss) from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	(405)	(74)	(1,024)	(758)
Other income and expenses, net	0	0	0	0
Interest expense	0	0	0	0
Earnings Before Income Taxes	(405)	(74)	(1,024)	(758)
Income Tax Expense (Benefit)	0	0	0	0
Net Income	(405)	(74)	(1,024)	(758)
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	(405)	(74)	(1,024)	(758)
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0	0	0
Total operating expenses	2	1	5	3
Operating Income	(2)	(1)	(5)	(3)
Earnings (loss) from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	144	12	371	275
Other income and expenses, net	(2)	2	(2)	0
Interest expense	0	0	0	0
Earnings Before Income Taxes	140	13	364	272
Income Tax Expense (Benefit)	(9)	(5)	(19)	(13)
Net Income	149	18	383	285
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	149	18	383	285
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0	0	0
Total operating expenses	1	(1)	2	(1)
Operating Income	(1)	1	(2)	1
Earnings (loss) from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	261	62	653	483
Other income and expenses, net	0	0	0	0
Interest expense	61	61	123	122
Earnings Before Income Taxes	199	2	528	362
Income Tax Expense (Benefit)	55	(10)	157	87
Net Income	144	12	371	275
Net Income—Noncontrolling Interests	0	0	0	0
Net Income—Controlling Interests	144	12	371	275
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,159	1,192	2,544	2,816
Total operating expenses	785	786	1,672	1,867
Operating Income	374	406	872	949
Earnings (loss) from equity investments	16	(189)	49	(165)
Equity in earnings of consolidated subsidiaries	0	0	0	0
Other income and expenses, net	41	20	73	42
Interest expense	92	105	181	203
Earnings Before Income Taxes	339	132	813	623
Income Tax Expense (Benefit)	6	8	12	20
Net Income	333	124	801	603
Net Income—Noncontrolling Interests	72	62	148	120
Net Income—Controlling Interests	$ 261	$ 62	$ 653	$ 483

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Consolidating Financial Information Condensed Consolidating Statements of Comprehensive Income (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Condensed Financial Statements, Captions [Line Items]
Net Income	$ 221	$ 80	$ 531	$ 405
Other comprehensive income (loss)	57	93	362	(392)
Total Comprehensive Income, net of tax	278	173	893	13
Less: Comprehensive Income—Noncontrolling Interests	75	64	155	114
Comprehensive Income (Loss)—Controlling Interests	203	109	738	(101)
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net Income	(405)	(74)	(1,024)	(758)
Other comprehensive income (loss)	0	0	0	0
Total Comprehensive Income, net of tax	(405)	(74)	(1,024)	(758)
Less: Comprehensive Income—Noncontrolling Interests	0	0	0	0
Comprehensive Income (Loss)—Controlling Interests	(405)	(74)	(1,024)	(758)
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net Income	149	18	383	285
Other comprehensive income (loss)	1	2	2	3
Total Comprehensive Income, net of tax	150	20	385	288
Less: Comprehensive Income—Noncontrolling Interests	0	0	0	0
Comprehensive Income (Loss)—Controlling Interests	150	20	385	288
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net Income	144	12	371	275
Other comprehensive income (loss)	0	0	0	0
Total Comprehensive Income, net of tax	144	12	371	275
Less: Comprehensive Income—Noncontrolling Interests	0	0	0	0
Comprehensive Income (Loss)—Controlling Interests	144	12	371	275
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net Income	333	124	801	603
Other comprehensive income (loss)	56	91	360	(395)
Total Comprehensive Income, net of tax	389	215	1,161	208
Less: Comprehensive Income—Noncontrolling Interests	75	64	155	114
Comprehensive Income (Loss)—Controlling Interests	$ 314	$ 151	$ 1,006	$ 94

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Consolidating Financial Information Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Millions	Jun. 30, 2016		Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 240		$ 213	$ 287	$ 215
Receivables-consolidated subsidiaries	0		0
Notes receivable-current-consolidated subsidiaries	0		0
Receivables-other	708		806
Other current assets	689		629
Total current assets	1,637		1,648
Noncurrent Assets
Investments in and loans to unconsolidated affiliates	2,657		2,592
Investments in consolidated subsidiaries	0		0
Advances receivable-consolidated subsidiaries	0		0
Notes receivable-consolidated subsidiaries	0		0
Goodwill	4,217		4,154
Other assets	373		310
Net property, plant and equipment	24,707		22,918
Regulatory Assets and Deferred Debits	1,456		1,301
Total Assets	35,047		32,923
Current Liabilities
Accounts payable	709		511
Accounts payable-consolidated subsidiaries	0		0
Commercial paper	1,113		1,112
Short-term borrowings-consolidated subsidiaries	0		0
Taxes accrued	80		78
Current maturities of long-term debt	68		652
Other current liabilities	816		1,039
Total current liabilities	2,786		3,392
Noncurrent Liabilities
Long-term debt	13,584		12,892
Advances payable-consolidated subsidiaries	0		0
Notes payable-consolidated subsidiaries	0		0
Deferred credits and other liabilities	7,115		6,768
Preferred stock of subsidiaries	339		339
Equity
Controlling interests	7,598		6,526
Noncontrolling interests	3,625		3,006
Total equity	11,223		9,532	10,079	10,398
Total Liabilities and Equity	35,047		32,923
Eliminations
Current Assets
Cash and cash equivalents	0		0	0	0
Receivables-consolidated subsidiaries	(18)		(34)
Notes receivable-current-consolidated subsidiaries	(388)		(387)
Receivables-other	0		0
Other current assets	0		0
Total current assets	(406)		(421)
Noncurrent Assets
Investments in and loans to unconsolidated affiliates	0		0
Investments in consolidated subsidiaries	(34,945)		(33,080)
Advances receivable-consolidated subsidiaries	(6,368)		(6,599)
Notes receivable-consolidated subsidiaries	(2,800)		(2,800)
Goodwill	0		0
Other assets	0		0
Net property, plant and equipment	0		0
Regulatory Assets and Deferred Debits	0		0
Total Assets	(44,519)		(42,900)
Current Liabilities
Accounts payable	0		0
Accounts payable-consolidated subsidiaries	(18)		(34)
Commercial paper	0		0
Short-term borrowings-consolidated subsidiaries	(388)		(387)
Taxes accrued	0		0
Current maturities of long-term debt	0		0
Other current liabilities	0		0
Total current liabilities	(406)		(421)
Noncurrent Liabilities
Long-term debt	0		0
Advances payable-consolidated subsidiaries	(6,368)		(6,599)
Notes payable-consolidated subsidiaries	(2,800)		(2,800)
Deferred credits and other liabilities	0		0
Preferred stock of subsidiaries	0		0
Equity
Controlling interests	(34,945)		(33,080)
Noncontrolling interests	0		0
Total equity	(34,945)		(33,080)
Total Liabilities and Equity	(44,519)		(42,900)
Spectra Energy Corp
Current Assets
Cash and cash equivalents	0		0	0	0
Receivables-consolidated subsidiaries	12		15
Notes receivable-current-consolidated subsidiaries	0		0
Receivables-other	1		2
Other current assets	12		25
Total current assets	25		42
Noncurrent Assets
Investments in and loans to unconsolidated affiliates	0		0
Investments in consolidated subsidiaries	14,716		13,919
Advances receivable-consolidated subsidiaries	0		0
Notes receivable-consolidated subsidiaries	0		0
Goodwill	0		0
Other assets	41		41
Net property, plant and equipment	0		0
Regulatory Assets and Deferred Debits	3		3
Total Assets	14,785		14,005
Current Liabilities
Accounts payable	2		2
Accounts payable-consolidated subsidiaries	0		4
Commercial paper	0		0
Short-term borrowings-consolidated subsidiaries	0		0
Taxes accrued	2		5
Current maturities of long-term debt	0		0
Other current liabilities	62		102
Total current liabilities	66		113
Noncurrent Liabilities
Long-term debt	0		0
Advances payable-consolidated subsidiaries	6,368		6,599
Notes payable-consolidated subsidiaries	0		0
Deferred credits and other liabilities	753		767
Preferred stock of subsidiaries	0		0
Equity
Controlling interests	7,598		6,526
Noncontrolling interests	0		0
Total equity	7,598		6,526
Total Liabilities and Equity	14,785		14,005
Spectra Energy Capital, LLC
Current Assets
Cash and cash equivalents	2		1	2	1
Receivables-consolidated subsidiaries	0		6
Notes receivable-current-consolidated subsidiaries	0		0
Receivables-other	0		0
Other current assets	0		0
Total current assets	2		7
Noncurrent Assets
Investments in and loans to unconsolidated affiliates	0		0
Investments in consolidated subsidiaries	20,229		19,161
Advances receivable-consolidated subsidiaries	5,037		5,273
Notes receivable-consolidated subsidiaries	0		0
Goodwill	0		0
Other assets	46		27
Net property, plant and equipment	0		0
Regulatory Assets and Deferred Debits	4		3
Total Assets	25,318		24,471
Current Liabilities
Accounts payable	2		3
Accounts payable-consolidated subsidiaries	15		28
Commercial paper	363	[1]	481
Short-term borrowings-consolidated subsidiaries	388		387
Taxes accrued	2		0
Current maturities of long-term debt	0		0
Other current liabilities	47		48
Total current liabilities	817		947
Noncurrent Liabilities
Long-term debt	2,911		2,891
Advances payable-consolidated subsidiaries	0		0
Notes payable-consolidated subsidiaries	2,800		2,800
Deferred credits and other liabilities	4,074		3,914
Preferred stock of subsidiaries	0		0
Equity
Controlling interests	14,716		13,919
Noncontrolling interests	0		0
Total equity	14,716		13,919
Total Liabilities and Equity	25,318		24,471
Non-Guarantor Subsidiaries
Current Assets
Cash and cash equivalents	238		212	$ 285	$ 214
Receivables-consolidated subsidiaries	6		13
Notes receivable-current-consolidated subsidiaries	388		387
Receivables-other	707		804
Other current assets	677		604
Total current assets	2,016		2,020
Noncurrent Assets
Investments in and loans to unconsolidated affiliates	2,657		2,592
Investments in consolidated subsidiaries	0		0
Advances receivable-consolidated subsidiaries	1,331		1,326
Notes receivable-consolidated subsidiaries	2,800		2,800
Goodwill	4,217		4,154
Other assets	286		242
Net property, plant and equipment	24,707		22,918
Regulatory Assets and Deferred Debits	1,449		1,295
Total Assets	39,463		37,347
Current Liabilities
Accounts payable	705		506
Accounts payable-consolidated subsidiaries	3		2
Commercial paper	750		631
Short-term borrowings-consolidated subsidiaries	0		0
Taxes accrued	76		73
Current maturities of long-term debt	68		652
Other current liabilities	707		889
Total current liabilities	2,309		2,753
Noncurrent Liabilities
Long-term debt	10,673		10,001
Advances payable-consolidated subsidiaries	0		0
Notes payable-consolidated subsidiaries	0		0
Deferred credits and other liabilities	2,288		2,087
Preferred stock of subsidiaries	339		339
Equity
Controlling interests	20,229		19,161
Noncontrolling interests	3,625		3,006
Total equity	23,854		22,167
Total Liabilities and Equity	$ 39,463		$ 37,347

[1] Revolving credit facility contains a covenant requiring the Spectra Energy 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 56% at June 30, 2016.

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Consolidating Financial Information Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 221	$ 80	$ 531	$ 405
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization			397	393
(Earnings) loss from equity investments	(16)	189	(49)	165
Equity in earnings of consolidated subsidiaries	0	0	0	0
Distributions from equity investments			52	93
Other			308	400
Net cash provided by (used in) operating activities			1,239	1,456
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(1,520)	(989)
Investments in and loans to unconsolidated affiliates			(112)	(34)
Purchase of intangible, net			(40)	0
Purchases of held-to-maturity securities			(346)	(329)
Proceeds from sales and maturities of held-to-maturity securities			364	344
Purchases of available-for-sale securities			(329)	0
Proceeds from sales and maturities of available-for-sale securities			330	1
Distributions from equity investments			45	35
Distribution to equity investment			(148)	0
Advances from (to) affiliates			0	0
Other changes in restricted funds			11	(6)
Other			1	2
Net cash provided by (used in) investing activities			(1,744)	(976)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			382	994
Payments for the redemption of long-term debt			(619)	(39)
Net increase (decrease) in commercial paper			(23)	(1,030)
Distributions to noncontrolling interests			(114)	(93)
Contributions from noncontrolling interests			278	90
Proceeds from the issuances of Spectra Energy common stock			868	0
Proceeds from the issuances of Spectra Energy Partners, LP common units			321	180
Dividends paid on common stock			(557)	(499)
Distributions and advances from (to) affiliates			0	0
Other			(8)	(9)
Net cash provided by (used in) financing activities			528	(406)
Effect of exchange rate changes on cash			4	(2)
Net increase in cash and cash equivalents			27	72
Cash and cash equivalents at beginning of period			213	215
Cash and cash equivalents at end of period	240	287	240	287
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(405)	(74)	(1,024)	(758)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization			0	0
(Earnings) loss from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	405	74	1,024	758
Distributions from equity investments			0	0
Other			0	0
Net cash provided by (used in) operating activities			0	0
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			0	0
Investments in and loans to unconsolidated affiliates			0	0
Purchase of intangible, net			0
Purchases of held-to-maturity securities			0	0
Proceeds from sales and maturities of held-to-maturity securities			0	0
Purchases of available-for-sale securities			0
Proceeds from sales and maturities of available-for-sale securities			0	0
Distributions from equity investments			0	0
Distribution to equity investment			0
Advances from (to) affiliates			(147)	26
Other changes in restricted funds			0	0
Other			0	0
Net cash provided by (used in) investing activities			(147)	26
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			0	0
Payments for the redemption of long-term debt			0	0
Net increase (decrease) in commercial paper			0	0
Distributions to noncontrolling interests			0	0
Contributions from noncontrolling interests			0	0
Proceeds from the issuances of Spectra Energy common stock			0
Proceeds from the issuances of Spectra Energy Partners, LP common units			0	0
Dividends paid on common stock			0	0
Distributions and advances from (to) affiliates			147	(26)
Other			0	0
Net cash provided by (used in) financing activities			147	(26)
Effect of exchange rate changes on cash			0	0
Net increase in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	0	0	0	0
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	149	18	383	285
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization			0	0
(Earnings) loss from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	(144)	(12)	(371)	(275)
Distributions from equity investments			0	0
Other			(43)	30
Net cash provided by (used in) operating activities			(31)	40
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			0	0
Investments in and loans to unconsolidated affiliates			0	0
Purchase of intangible, net			0
Purchases of held-to-maturity securities			0	0
Proceeds from sales and maturities of held-to-maturity securities			0	0
Purchases of available-for-sale securities			0
Proceeds from sales and maturities of available-for-sale securities			0	0
Distributions from equity investments			0	0
Distribution to equity investment			0
Advances from (to) affiliates			(50)	(72)
Other changes in restricted funds			0	0
Other			0	0
Net cash provided by (used in) investing activities			(50)	(72)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			0	0
Payments for the redemption of long-term debt			0	0
Net increase (decrease) in commercial paper			0	0
Distributions to noncontrolling interests			0	0
Contributions from noncontrolling interests			0	0
Proceeds from the issuances of Spectra Energy common stock			868
Proceeds from the issuances of Spectra Energy Partners, LP common units			0	0
Dividends paid on common stock			(557)	(499)
Distributions and advances from (to) affiliates			(231)	532
Other			1	(1)
Net cash provided by (used in) financing activities			81	32
Effect of exchange rate changes on cash			0	0
Net increase in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	0	0	0	0
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	144	12	371	275
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization			0	0
(Earnings) loss from equity investments	0	0	0	0
Equity in earnings of consolidated subsidiaries	(261)	(62)	(653)	(483)
Distributions from equity investments			0	0
Other			216	68
Net cash provided by (used in) operating activities			(66)	(140)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			0	0
Investments in and loans to unconsolidated affiliates			0	0
Purchase of intangible, net			0
Purchases of held-to-maturity securities			0	0
Proceeds from sales and maturities of held-to-maturity securities			0	0
Purchases of available-for-sale securities			0
Proceeds from sales and maturities of available-for-sale securities			0	0
Distributions from equity investments			0	0
Distribution to equity investment			0
Advances from (to) affiliates			197	46
Other changes in restricted funds			0	0
Other			0	0
Net cash provided by (used in) investing activities			197	46
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			0	0
Payments for the redemption of long-term debt			0	0
Net increase (decrease) in commercial paper			(118)	99
Distributions to noncontrolling interests			0	0
Contributions from noncontrolling interests			0	0
Proceeds from the issuances of Spectra Energy common stock			0
Proceeds from the issuances of Spectra Energy Partners, LP common units			0	0
Dividends paid on common stock			0	0
Distributions and advances from (to) affiliates			(12)	(4)
Other			0	0
Net cash provided by (used in) financing activities			(130)	95
Effect of exchange rate changes on cash			0	0
Net increase in cash and cash equivalents			1	1
Cash and cash equivalents at beginning of period			1	1
Cash and cash equivalents at end of period	2	2	2	2
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	333	124	801	603
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization			397	393
(Earnings) loss from equity investments	(16)	189	(49)	165
Equity in earnings of consolidated subsidiaries	0	0	0	0
Distributions from equity investments			52	93
Other			135	302
Net cash provided by (used in) operating activities			1,336	1,556
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(1,520)	(989)
Investments in and loans to unconsolidated affiliates			(112)	(34)
Purchase of intangible, net			(40)
Purchases of held-to-maturity securities			(346)	(329)
Proceeds from sales and maturities of held-to-maturity securities			364	344
Purchases of available-for-sale securities			(329)
Proceeds from sales and maturities of available-for-sale securities			330	1
Distributions from equity investments			45	35
Distribution to equity investment			(148)
Advances from (to) affiliates			0	0
Other changes in restricted funds			11	(6)
Other			1	2
Net cash provided by (used in) investing activities			(1,744)	(976)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt			382	994
Payments for the redemption of long-term debt			(619)	(39)
Net increase (decrease) in commercial paper			95	(1,129)
Distributions to noncontrolling interests			(114)	(93)
Contributions from noncontrolling interests			278	90
Proceeds from the issuances of Spectra Energy common stock			0
Proceeds from the issuances of Spectra Energy Partners, LP common units			321	180
Dividends paid on common stock			0	0
Distributions and advances from (to) affiliates			96	(502)
Other			(9)	(8)
Net cash provided by (used in) financing activities			430	(507)
Effect of exchange rate changes on cash			4	(2)
Net increase in cash and cash equivalents			26	71
Cash and cash equivalents at beginning of period			212	214
Cash and cash equivalents at end of period	$ 238	$ 285	$ 238	$ 285