10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

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 Exchange Act.

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

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

Number of shares of Common Stock, $0.001 par value, outstanding as of March 31, 2014: 670,685,199

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

March 31, 2014

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013	5
	Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013	8
	Condensed Consolidated Statements of Equity for the three months ended March 31, 2014 and 2013	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	40
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 6.	Exhibits	41
	Signatures	42

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management’s intentions, plans, expectations, assumptions and beliefs about future events. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Factors used to develop these forward-looking statements and that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

• state, provincial, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an effect on rate structure, and affect the speed at and degree to which competition enters the natural gas and oil industries;

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

• weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms;

• the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates;

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

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

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

• the development of alternative energy resources;

• results and costs of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general market and economic conditions;

• increases in the cost of goods and services required to complete capital projects;

• declines in the market prices of equity and debt securities and resulting funding requirements for defined benefit pension plans;

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

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

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

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

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

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

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Spectra Energy Corp has described. Spectra Energy Corp undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per-share amounts)

	Three Months Ended March 31,
	2014		2013
Operating Revenues
Transportation, storage and processing of natural gas	$	887	$	800
Distribution of natural gas	626		625
Sales of natural gas liquids	187		112
Transportation of crude oil	71		13
Other	72		39
Total operating revenues	1,843		1,589
Operating Expenses
Natural gas and petroleum products purchased	528		465
Operating, maintenance and other	363		332
Depreciation and amortization	200		186
Property and other taxes	113		100
Total operating expenses	1,204		1,083
Operating Income	639		506
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	161		110
Other income and expenses, net	9		33
Total other income and expenses	170		143
Interest Expense	178		149
Earnings Before Income Taxes	631		500
Income Tax Expense	164		130
Net Income	467		370
Net Income—Noncontrolling Interests	48		30
Net Income—Controlling Interests	$	419	$	340
Common Stock Data
Weighted-average shares outstanding
Basic	670		669
Diluted	672		670
Earnings per share
Basic	$	0.63	$	0.51
Diluted	$	0.62	$	0.51
Dividends per share	$	0.335	$	0.305

See Notes to Condensed Consolidated Financial Statements.

4

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended March 31,
	2014			2013
Net Income	$	467		$	370
Other comprehensive income (loss)
Foreign currency translation adjustments	(248		)	(189		)
Unrealized mark-to-market net gain on hedges	2			3
Reclassification of cash flow hedges into earnings	2			2
Pension and benefits impact (net of taxes of $3 and $4, respectively)	7			11
Other	—			1
Total other comprehensive income (loss)	(237		)	(172		)
Total Comprehensive Income, net of tax	230			198
Less: Comprehensive Income—Noncontrolling Interests	44			27
Comprehensive Income—Controlling Interests	$	186		$	171

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	March 31, 2014		December 31, 2013
ASSETS
Current Assets
Cash and cash equivalents	$	193	$	201
Receivables, net	1,378		1,336
Inventory	148		263
Fuel tracker	199		28
Other	254		253
Total current assets	2,172		2,081
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	3,033		3,043
Goodwill	4,788		4,810
Other	393		385
Total investments and other assets	8,214		8,238
Property, Plant and Equipment
Cost	28,283		28,456
Less accumulated depreciation and amortization	6,673		6,627
Net property, plant and equipment	21,610		21,829
Regulatory Assets and Deferred Debits	1,388		1,385
Total Assets	$	33,384	$	33,533

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	March 31, 2014		December 31, 2013
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	611	$	440
Commercial paper	917		1,032
Taxes accrued	87		72
Interest accrued	160		201
Current maturities of long-term debt	905		1,197
Other	1,007		1,097
Total current liabilities	3,687		4,039
Long-term Debt	12,600		12,488
Deferred Credits and Other Liabilities
Deferred income taxes	5,094		4,968
Regulatory and other	1,400		1,457
Total deferred credits and other liabilities	6,494		6,425
Commitments and Contingencies
Preferred Stock of Subsidiaries	258		258
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	—		—
Common stock, $0.001 par, 1 billion shares authorized, 671 million and 670 million shares outstanding at March 31, 2014 and December 31, 2013, respectively	1		1
Additional paid-in capital	4,880		4,869
Retained earnings	2,577		2,383
Accumulated other comprehensive income	1,008		1,241
Total controlling interests	8,466		8,494
Noncontrolling interests	1,879		1,829
Total equity	10,345		10,323
Total Liabilities and Equity	$	33,384	$	33,533

See Notes to Condensed Consolidated Financial Statements.

7

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	467		$	370
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	203			189
Deferred income tax expense	153			121
Equity in earnings of unconsolidated affiliates	(161		)	(110		)
Distributions received from unconsolidated affiliates	89			79
Other	(65		)	(67		)
Net cash provided by operating activities	686			582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(374		)	(426		)
Investments in and loans to unconsolidated affiliates	(18		)	(87		)
Acquisitions, net of cash acquired	—			(1,254		)
Purchases of held-to-maturity securities	(198		)	(293		)
Proceeds from sales and maturities of held-to-maturity securities	167			266
Purchases of available-for-sale securities	(13		)	(612		)
Proceeds from sales and maturities of available-for-sale securities	5			619
Distributions received from unconsolidated affiliates	22			6
Other changes in restricted funds	7			7
Net cash used in investing activities	(402		)	(1,774		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	300			1,848
Payments for the redemption of long-term debt	(284		)	(495		)
Net increase (decrease) in commercial paper	(102		)	166
Distributions to noncontrolling interests	(39		)	(32		)
Contributions from noncontrolling interests	6			—
Dividends paid on common stock	(228		)	(208		)
Proceeds from the issuance of Spectra Energy Partners, LP common units	52			—
Other	5			8
Net cash provided by (used in) financing activities	(290		)	1,287
Effect of exchange rate changes on cash	(2		)	(1		)
Net increase (decrease) in cash and cash equivalents	(8		)	94
Cash and cash equivalents at beginning of period	201			94
Cash and cash equivalents at end of period	$	193		$	188
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	107		$	188

See Notes to Condensed Consolidated Financial Statements.

8

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income
									Foreign Currency Translation Adjustments			Other			Noncontrolling Interests			Total
December 31, 2013	$	1	$	4,869		$	2,383		$	1,557		$	(316	)	$	1,829		$	10,323
Net income	—		—			419			—			—			48			467
Other comprehensive income (loss)	—		—			—			(244		)	11			(4		)	(237		)
Dividends on common stock	—		—			(225		)	—			—			—			(225		)
Stock-based compensation	—		(2		)	—			—			—			—			(2		)
Distributions to noncontrolling interests	—		—			—			—			—			(39		)	(39		)
Contributions from noncontrolling interests	—		—			—			—			—			6			6
Spectra Energy common stock issued	—		3			—			—			—			—			3
Spectra Energy Partners, LP common units issued	—		10			—			—			—			36			46
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	—		—			—			—			—			5			5
Other, net	—		—			—			—			—			(2		)	(2		)
March 31, 2014	$	1	$	4,880		$	2,577		$	1,313		$	(305	)	$	1,879		$	10,345
December 31, 2012	$	1	$	5,297		$	2,165		$	2,044		$	(535	)	$	871		$	9,843
Net income	—		—			340			—			—			30			370
Other comprehensive income (loss)	—		—			—			(186		)	17			(3		)	(172		)
Dividends on common stock	—		—			(205		)	—			—			—			(205		)
Distributions to noncontrolling interests	—		—			—			—			—			(32		)	(32		)
Spectra Energy common stock issued	—		6			—			—			—			—			6
Other, net			(5		)	1									4			—
March 31, 2013	$	1	$	5,298		$	2,301		$	1,858		$	(518	)	$	870		$	9,810

See Notes to Condensed Consolidated Financial Statements.

9

SPECTRA ENERGY CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

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

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

Basis of Presentation. The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our majority-owned subsidiaries, after eliminating intercompany transactions and balances. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, and reflect all normal recurring adjustments that are, in our opinion, necessary to fairly present our results of operations and financial position. Amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, primarily in our gas distribution operations, as well as changing commodity prices on certain of our processing operations and other factors.

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

2. Acquisition of Express-Platte

In March 2013, we acquired 100% of the ownership interests in the Express-Platte crude oil pipeline system for $1.5 billion, consisting of $1.25 billion in cash and $260 million of acquired debt, before working capital adjustments. The Express-Platte pipeline system, which begins in Hardisty, Alberta, and terminates in Wood River, Illinois, is comprised of both the Express and Platte crude oil pipelines. The Express pipeline carries crude oil to U.S. refining markets in the Rockies area, including Montana, Wyoming, Colorado and Utah. The Platte pipeline, which interconnects with Express pipeline in Casper, Wyoming, transports crude oil predominantly from the Bakken shale and western Canada to refineries in the Midwest. In 2013, subsidiaries of Spectra Energy contributed a 100% interest in the U.S. portion of Express-Platte and sold a 100% ownership interest in the Canadian portion to SEP.

10

The following table summarizes the fair values of the assets and liabilities acquired as of the date of the acquisition.

	Purchase Price  Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments	71
Total	1,321
Cash	67
Receivables	25
Other current assets	9
Property, plant and equipment	1,251
Accounts payable	(18		)
Other current liabilities	(17		)
Deferred credits and other liabilities	(259		)
Long-term debt, including current portion	(260		)
Total assets acquired/liabilities assumed	798
Goodwill	$	523

The purchase price is greater than the sum of fair values of the net assets acquired, resulting in goodwill as noted above. The goodwill reflects the value of the strategic location of the pipeline and the opportunity to grow the business. Goodwill related to the acquisition of Express-Platte is not deductible for income tax purposes.

The allocation of the fair values of assets and liabilities acquired related to the acquisition of Express-Platte was finalized in the first quarter of 2014, resulting in the following adjustments to amounts reported as of December 31, 2013: a $60 million decrease in Property, Plant and Equipment, a $1 million decrease in Other Current Assets and a $24 million decrease in Deferred Credits and Other Liabilities, resulting in a $37 million increase in Goodwill.

Pro forma results of operations that reflect the acquisition of Express-Platte as if the acquisition had occurred as of the beginning of 2013 are not presented as they do not materially differ from actual results reported in our Condensed Consolidated Statements of Operations.

3. Business Segments

In November 2013, Spectra Energy contributed substantially all of its remaining U.S. transmission, storage and liquids assets to SEP (the U.S. Assets Dropdown). As a result of this transaction, we realigned our reportable segments structure. Amounts presented herein for 2013 segment information have been recast to conform to our current segment reporting presentation. There were no changes to consolidated data as a result of the recast of our segment information.

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

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

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

11

Spectra Energy Partners provides transmission, storage and gathering of natural gas for customers in various regions of the northeastern and southeastern United States and operates a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions. 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 NGLs extraction, fractionation, transportation, storage and marketing to customers in western Canada, the northern tier of the United States and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline and BC Field Services operations are primarily subject to the rules and regulations of the NEB.

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas. In addition, this segment produces, fractionates, transports, stores, sells, markets and trades NGLs, and recovers and sells condensate. 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 located in nine major conventional and non-conventional natural gas producing regions: Mid-Continent, Rocky Mountain, East Texas-North Louisiana, Barnett Shale, Gulf Coast, South Texas, Central Texas, Antrim Shale and Permian Basin. DCP Midstream Partners, LP (DCP Partners) is a publicly-traded master limited partnership, of which DCP Midstream acts as general partner. As of March 31, 2014, DCP Midstream had an approximate 23% ownership interest in DCP Partners, including DCP Midstream’s limited partner and general partner interests.

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

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Business Segment Data

Condensed Consolidated Statements of Operations	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Segment EBITDA/ Consolidated Earnings before Income Taxes
			(in millions)
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	429
Distribution	718		—			718			226
Western Canada Transmission & Processing	541		34			575			237
Field Services	—		—			—			130
Total reportable segments	1,840		34			1,874			1,022
Other	3		15			18			(17		)
Eliminations	—		(49		)	(49		)	—
Depreciation and amortization	—		—			—			200
Interest expense	—		—			—			178
Interest income and other	—		—			—			4
Total consolidated	$	1,843	$	—		$	1,843		$	631
Three Months Ended March 31, 2013
Spectra Energy Partners	$	459	$	—		$	459		$	347
Distribution	699		—			699			220
Western Canada Transmission & Processing	428		15			443			190
Field Services	—		—			—			88
Total reportable segments	1,586		15			1,601			845
Other	3		15			18			(14		)
Eliminations	—		(30		)	(30		)	—
Depreciation and amortization	—		—			—			186
Interest expense	—		—			—			149
Interest income and other	—		—			—			4
Total consolidated	$	1,589	$	—		$	1,589		$	500

4. Regulatory Matters

Union Gas. In January 2014, Union Gas filed a notice of motion seeking leave to appeal to the Ontario Court of Appeal (Court of Appeal) for the unsuccessful appeal to the Ontario Divisional Court on the OEB’s treatment of 2011 revenues derived from the optimization of our upstream transportation contracts. A decision from the Court of Appeal on the notice of motion was issued in April 2014 granting leave to appeal. A hearing is expected later this year.

Union Gas filed an application with the OEB in May 2013 for the annual disposition of the 2012 non-commodity deferral account balances. A decision on that application was issued by the OEB in March 2014. Among other things, the OEB determined that revenues derived from the optimization of Union Gas’ upstream transportation contracts in 2012 will be treated as revenues and included in utility earnings instead of a reduction to gas costs. The decision also denied a proposal to recover certain over-refunds to customers and reduced incentive amounts related to Union Gas’ 2011 energy conservation program. As a result of this OEB decision, Union Gas recognized pre-tax income of $10 million, comprised of a $32 million increase in Transportation, Storage and Processing of Natural Gas revenues, a $15 million decrease in Distribution of Natural Gas revenues and a $7 million decrease in Other revenues on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014.

On May 2, 2014, Union Gas filed an application with the OEB for the annual disposition of its 2013 non-commodity deferral account balances. The combined impact is a net payable to customers of approximately $20 million which is primarily reflected as Current Liabilities—Other on the Condensed Consolidated Balance Sheet at March 31, 2014. A hearing and decision from the OEB is expected later this year.

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5. Income Taxes

Income tax expense for the three-month period ended March 31, 2014 was $164 million, compared to $130 million for the same period in 2013. The higher tax expense was driven mainly by higher earnings. The effective tax rate for income from continuing operations was 26% in both the three-month periods ended March 31, 2014 and 2013.

There was no material net change in unrecognized tax benefits recorded during the three-month period ended March 31, 2014. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $5 million to $10 million prior to March 31, 2015.

In September 2013, the U.S. Treasury and the Internal Revenue Service (IRS) issued final regulations regarding the deduction and capitalization of expenditures related to tangible property (tangible property regulations). The final IRS regulations apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are for tax years beginning on or after January 1, 2014. Early adoption of the regulations is permitted. We are currently evaluating the tangible property regulations and awaiting the release of additional regulations and industry specific guidance. We will continue to monitor any future changes in the tangible property regulations and evaluate these impacts on our financial statements.

6. Earnings per Common Share

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

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2014		2013
	(in millions, except per-share amounts)
Net income—controlling interests	$	419	$	340
Weighted-average common shares outstanding
Basic	670		669
Diluted	672		670
Basic earnings per common share	$	0.63	$	0.51
Diluted earnings per common share	$	0.62	$	0.51

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7. Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008
December 31, 2012	$	2,044		$	(507	)		$	(23	)	$	(5	)	$	1,509
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(186		)	11				3			1			(171		)
March 31, 2013	$	1,858		$	(496	)		$	(18	)	$	(4	)	$	1,340

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

8. Inventory

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

	March 31, 2014		December 31, 2013
	(in millions)
Natural gas	$	57	$	155
NGLs	15		30
Materials and supplies	76		78
Total inventory	$	148	$	263

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 March 31,
	2014		2013
	(in millions)
Operating revenues	$	3,915	$	2,612
Operating expenses	3,645		2,450
Operating income	270		162
Net income	203		120
Net income attributable to members’ interests	165		91

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DCP Partners issues, from time to time, limited partner units to the public, which are recorded by DCP Midstream directly to its equity. Our proportionate share of gains from those issuances, totaling $48 million in the first quarter of 2014 and $43 million in the first quarter of 2013, are reflected in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

10. Goodwill

The following presents changes in goodwill during 2014:

	Goodwill
	(in millions)
December 31, 2013	$	4,810
Acquisition of Express-Platte	37
Foreign currency translation	(59		)
March 31, 2014	$	4,788

See Note 2 for discussion of the acquisition of Express-Platte and an adjustment to Goodwill recorded in the first quarter of 2014 related to the acquisition.

11. Marketable Securities and Restricted Funds

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

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Corporate debt securities	$	26	$	18
Money market funds	1		1
Total available-for-sale securities	$	27	$	19

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

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Restricted funds
Investments and other assets—other	$	1	$	1
Non-restricted funds
Current assets—other	2		7
Investments and other assets—other	24		11
Total available-for-sale securities	$	27	$	19

At March 31, 2014, the weighted-average contractual maturity of outstanding AFS securities was two years.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2014 or December 31, 2013.

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014		December 31, 2013
		(in millions)
Bankers acceptances	Current assets—other	$	57	$	35
Canadian government securities	Current assets—other	33		34
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	125		131
Bankers acceptances	Investments and other assets—other	10		10
Total held-to-maturity securities		$	235	$	213

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte debt agreements. The funds restricted for M&N Canada, plus future cash from operations that would otherwise be available for distribution to the partners of M&N Canada, are required to be placed in escrow until the balance in escrow is sufficient to fund all future debt service on the M&N Canada 6.90% senior secured notes. There are sufficient funds held in escrow to fund all future debt service on these M&N Canada notes as of March 31, 2014.

At March 31, 2014, the weighted-average contractual maturity of outstanding HTM securities was one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2014 or December 31, 2013.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted funds as described above, we had other restricted funds totaling $13 million at March 31, 2014 and $19 million at December 31, 2013 classified as Current Assets—Other. These restricted funds are related to additional amounts for the M&N Canada debt service requirements and insurance.

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

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12. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2014		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2018	$	1,000	$	289	$	711
SEP
Multi-year syndicated (b)	2018	2,000		284		1,716
Westcoast Energy Inc.
Multi-year syndicated (c)	2016	271		—		271
Union Gas
Multi-year syndicated (d)	2016	362		344		18
Total		$	3,633	$	917	$	2,716

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 57% at March 31, 2014.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less, provided that for three fiscal quarters subsequent to certain acquisitions (such as the November 1, 2013 U.S. Assets Dropdown from Spectra Energy Corp), the ratio may be 5.5 to 1 or less. As of March 31, 2014, this ratio was 4.1 to 1 after giving effect to the U.S. Assets Dropdown.

(c) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 300 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 42% at March 31, 2014.

(d) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2014.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of March 31, 2014, there were no letters of credit issued under the credit facilities or revolving borrowing outstanding.

Our credit agreements contain various covenants, including the maintenance of certain financial ratios. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of March 31, 2014, 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.

Term Loan. In 2013, Spectra Energy Capital, LLC (Spectra Capital) entered into a five-year $300 million unsecured delayed-draw term loan agreement which allowed for up to one borrowing prior to January 15, 2014. The full $300 million available under the agreement was borrowed on January 14, 2014. The borrowings are due in 2018 and are classified as Long-Term Debt on the Condensed Consolidated Balance Sheets. Proceeds from borrowing were used for general corporate purposes.

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13. Fair Value Measurements

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

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	35	$	—	$	35	$	—
Corporate debt securities	Current assets—other	2		—		2		—
Interest rate swaps	Current assets—other	4		—		4		—
Corporate debt securities	Investments and other assets—other	24		—		24		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	81	$	1	$	80	$	—
Commodity derivatives	Current liabilities—other	$	3	$	—	$	—	$	3
Interest rate swaps	Current liabilities—other	3		—		3		—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Commodity derivatives	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Total Liabilities		$	8	$	—	$	3	$	5

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	49	$	—	$	49	$	—
Corporate debt securities	Current assets—other	7		—		7		—
Interest rate swaps	Current assets—other	8		—		8		—
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	91	$	1	$	90	$	—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	3	$	—	$	—	$	3
Interest rate swaps	Deferred credits and other liabilities—regulatory and other	6		—		6		—
Total Liabilities		$	9	$	—	$	6	$	3

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
Derivative liabilities
Fair value, beginning of period	$	3		$	9
Total realized/unrealized losses (gains):
Included in earnings	4			1
Included in other comprehensive income	(3		)	(4		)
Settlements	1			—
Fair value, end of period	$	5		$	6
Total losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to liabilities held at the end of the period	$	3		$	1

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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

We do not have significant amounts of assets or liabilities measured and reported using Level 3 valuation techniques, which 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.

For the natural gas purchases contracts and commodity derivatives, we utilize data obtained from third-party sources for the determination of fair value. The expected future cash flows arising from our swaps are discounted to present value. In addition, credit default swap rates or historical average credit default rates by credit rating are used to develop the adjustment for credit risk embedded in our positions. As these transactions are limited, we believe a Level 3 classification is appropriate.

Financial Instruments

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

	March 31, 2014				December 31, 2013
	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)	13,494		14,808		13,668		14,701

__________

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

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

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

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

During the 2014 and 2013 periods, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

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

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

Effective January 2014, we instituted a commodity price risk management program at Western Canada Transmission and Processing’s Empress NGL business and elected to not apply cash flow hedge accounting.

At March 31, 2014, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,113 million to hedge against changes in the fair value of our fixed-rate debt that arise as a result of changes in market interest rates. These swaps also allow us to transform a portion of the underlying interest payments related to our long-term fixed-rate debt securities into variable-rate interest payments in order to achieve our desired mix of fixed and variable-rate debt.

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

	March 31, 2014						December 31, 2013
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	19	$	2	$	17	$	23	$	3	$	20
Liabilities	3		2		1		6		3		3

At March 31, 2014, we had interest rate swaps with another counterparty which were in a liability position of $2 million which could be terminated by the counterparty if one of our credit ratings falls below investment grade. In addition, we had one interest rate swap with a counterparty which was in a liability position of $1 million which could be terminated at any time.

At March 31, 2014, we had commodity derivatives outstanding with a total notional amount of 121 million gallons. The longest dated commodity derivative contract we currently have expires in 2016.

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

	March 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	133	$	133	$	—
Liabilities	137		133		4

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

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

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2014			2013
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(3	)	n/a

Other than interest rate swaps and commodity derivatives described above, we did not have any significant derivatives outstanding during the three months ended March 31, 2014.

15. Commitments and Contingencies

Environmental

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

Like others in the energy industry, we and our affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of our ongoing operations, sites formerly owned or used by us, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations. We believe there are no matters outstanding that upon resolution will have a material effect on our consolidated results of operations, financial position or cash flows.

Litigation

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

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of March 31, 2014 or December 31, 2013 related to litigation.

Other Commitments and Contingencies

See Note 16 for a discussion of guarantees and indemnifications.

16. Guarantees and Indemnifications

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

We have issued performance guarantees to customers and other third parties that guarantee the payment and performance of other parties, including certain non-100%-owned entities. In connection with our spin-off from Duke Energy Corporation (Duke Energy) in 2007, certain guarantees that were previously issued by us were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified us against

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any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as of March 31, 2014 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 contractualexpirations.

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

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

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

As of March 31, 2014, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

17. Issuances of SEP Units

In the first quarter of 2014, SEP issued 1.1 million common units to the public, representing limited partner interests, and 24,000 general partner units to Spectra Energy in connection with its continuous offering program. Total net proceeds to SEP were $53 million (net proceeds to Spectra Energy were $52 million). Spectra Energy's ownership of SEP remained at approximately 84% following the unit issuances. In connection with the issuances of the units, a $16 million gain ($10 million net of tax) to Additional Paid-in Capital and a $36 million increase in Equity-Noncontrolling Interests were recorded in the first quarter of 2014.

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

	Three Months Ended March 31,
	2014		2013
	(in millions)
Net income - controlling interests	$	419	$	340
Increase in additional paid-in capital resulting from issuances of SEP units	10		—
Total net income - controlling interests and changes in equity - controlling interests	$	429	$	340

18. Employee Benefit Plans

Retirement Plans. We have a qualified non-contributory defined benefit (DB) retirement plan for most 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.

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Our policy is to fund our retirement plans, where applicable, on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants or as required by legislation or plan terms. We made contributions of $5 million to our U.S. retirement plans in both of the three-month periods ended March 31, 2014 and 2013. We made total contributions to the Canadian DC and DB plans of $16 million in the three months ended March 31, 2014 and $23 million in the same period in 2013. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $39 million to the Canadian plans in 2014.

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			5
Expected return on plan assets	(10		)	(8		)
Amortization of loss	3			5
Net periodic pension cost	$	4		$	7
Canada
Service cost benefit earned	$	7		$	8
Interest cost on projected benefit obligation	13			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	6			9
Net periodic pension cost	$	9		$	13

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

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2
Net periodic other post-retirement benefit cost	$	2		$	3

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Retirement/Savings Plan

In addition to the retirement plans described above, we also have defined contribution employee savings plans available to both U.S. and Canadian employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6% of eligible pay per pay period for U.S. employees and up to 5% of eligible pay per pay period for Canadian employees. We expensed pre-tax employer matching contributions of $3 million in both of the three-month periods ended March 31, 2014 and 2013 for U.S. employees and $3 million in both of the three-month periods for Canadian employees.

19. 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 March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419
Three Months Ended March 31, 2013
Total operating revenues	$	—		$	—	$	1,590	$	(1	)	$	1,589
Total operating expenses	2			—		1,082		(1		)	1,083
Operating income (loss)	(2		)	—		508		—			506
Equity in earnings of unconsolidated affiliates	—			—		110		—			110
Equity in earnings of consolidated subsidiaries	337			509		—		(846		)	—
Other income and expenses, net	(2		)	3		32		—			33
Interest expense	—			48		101		—			149
Earnings before income taxes	333			464		549		(846		)	500
Income tax expense (benefit)	(7		)	127		10		—			130
Net income	340			337		539		(846		)	370
Net income—noncontrolling interests	—			—		30		—			30
Net income—controlling interests	$	340		$	337	$	509	$	(846	)	$	340

25

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186
Three Months Ended March 31, 2013
Net income	$	340	$	337	$	539		$	(846	)	$	370
Other comprehensive income (loss)	4		—		(176		)	—			(172		)
Total comprehensive income, net of tax	344		337		363			(846		)	198
Less: comprehensive income—noncontrolling interests	—		—		27			—			27
Comprehensive income—controlling interests	$	344	$	337	$	336		$	(846	)	$	171

26

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	4	$	189	$	—		$	193
Receivables—consolidated subsidiaries	4		6		—		(10		)	—
Receivables—other	1		2		1,375		—			1,378
Other current assets	10		11		580		—			601
Total current assets	15		23		2,144		(10		)	2,172
Investments in and loans to unconsolidated affiliates	—		—		3,033		—			3,033
Investments in consolidated subsidiaries	13,497		19,814		—		(33,311		)	—
Advances receivable—consolidated subsidiaries	—		4,489		461		(4,950		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,788		—			4,788
Other assets	37		30		326		—			393
Property, plant and equipment, net	—		—		21,610		—			21,610
Regulatory assets and deferred debits	2		16		1,370		—			1,388
Total Assets	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384
Accounts payable—other	$	3	$	—	$	608	$	—		$	611
Accounts payable—consolidated subsidiaries	—		—		10		(10		)	—
Commercial paper	—		289		628		—			917
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	1		—		86		—			87
Current maturities of long-term debt	—		408		497		—			905
Other current liabilities	43		61		1,063		—			1,167
Total current liabilities	47		1,173		2,892		(425		)	3,687
Long-term debt	—		2,899		9,701		—			12,600
Advances payable—consolidated subsidiaries	4,950		—		—		(4,950		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	88		4,003		2,403		—			6,494
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,466		13,497		19,814		(33,311		)	8,466
Noncontrolling interests	—		—		1,879		—			1,879
Total equity	8,466		13,497		21,693		(33,311		)	10,345
Total Liabilities and Equity	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384

27

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	12	$	189	$	—		$	201
Receivables—consolidated subsidiaries	176		394		—		(570		)	—
Receivables—other	1		—		1,335		—			1,336
Other current assets	40		15		489		—			544
Total current assets	217		421		2,013		(570		)	2,081
Investments in and loans to unconsolidated affiliates	—		—		3,043		—			3,043
Investments in consolidated subsidiaries	13,244		19,403		—		(32,647		)	—
Advances receivable—consolidated subsidiaries	—		4,038		677		(4,715		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,810		—			4,810
Other assets	39		30		316		—			385
Property, plant and equipment, net	—		—		21,829		—			21,829
Regulatory assets and deferred debits	3		17		1,365		—			1,385
Total Assets	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533
Accounts payable—other	$	4	$	—	$	436	$	—		$	440
Accounts payable—consolidated subsidiaries	89		—		481		(570		)	—
Commercial paper	—		344		688		—			1,032
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	4		—		68		—			72
Current maturities of long-term debt	—		557		640		—			1,197
Other current liabilities	81		75		1,142		—			1,298
Total current liabilities	178		1,391		3,455		(985		)	4,039
Long-term debt	—		2,605		9,883		—			12,488
Advances payable—consolidated subsidiaries	4,715		—		—		(4,715		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	116		3,869		2,440		—			6,425
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,494		13,244		19,403		(32,647		)	8,494
Noncontrolling interests	—		—		1,829		—			1,829
Total equity	8,494		13,244		21,232		(32,647		)	10,323
Total Liabilities and Equity	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533

28

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

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

29

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	340		$	337		$	539		$	(846	)	$	370
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			189			—			189
Equity in earnings of unconsolidated affiliates	—			—			(110		)	—			(110		)
Equity in earnings of consolidated subsidiaries	(337		)	(509		)	—			846			—
Distributions received from unconsolidated affiliates	—			—			79			—			79
Other	(79		)	138			(5		)	—			54
Net cash provided by (used in) operating activities	(76		)	(34		)	692			—			582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(426		)	—			(426		)
Investments in and loans to unconsolidated affiliates	—			—			(87		)	—			(87		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(293		)	—			(293		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			266			—			266
Purchases of available-for-securities	—			—			(612		)	—			(612		)
Proceeds from sales and maturities of available-for-sale securities	—			—			619			—			619
Distributions received from unconsolidated affiliates	—			—			6			—			6
Advances to affiliates	—			(289		)	—			289			—
Other changes in restricted funds	—			—			7			—			7
Net cash used in investing activities	—			(289		)	(1,774		)	289			(1,774		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			1,848			—			—			1,848
Payments for the redemption of long-term debt	—			(495		)	—			—			(495		)
Net increase (decrease) in commercial paper	—			279			(113		)	—			166
Net decrease in short-term borrowings—consolidated    subsidiaries	—			(7		)	—			7			—
Distributions to noncontrolling interests	—			—			(32		)	—			(32		)
Dividends paid on common stock	(205		)	—			(3		)	—			(208		)
Distributions and advances from (to) affiliates	270			(1,300		)	1,326			(296		)	—
Other	11			(3		)	—			—			8
Net cash provided by financing activities	76			322			1,178			(289		)	1,287
Effect of exchange rate changes on cash	—			—			(1		)	—			(1		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	95			—			94
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	186		$	—		$	188

30

20. New Accounting Pronouncements

In 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which was issued to eliminate diversity in practice. This standard requires entities to net unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. We adopted this standard on January 1, 2014. The adoption of this standard did not have a material impact on our consolidated results of operations, financial position or cash flows.

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.

In November 2013, Spectra Energy completed the U.S. Assets Dropdown to SEP. As a result of this transaction, we realigned our reportable segments structure. Amounts presented herein for 2013 segment information have been recast to conform to our current segment reporting presentation. There were no changes to consolidated data as a result of the recast of our segment information.

Executive Overview

For the three months ended March 31, 2014 and 2013, we reported net income from controlling interests of $419 million and $340 million, respectively.

The highlights for the three months ended March 31, 2014 include the following:

• Spectra Energy Partners’ earnings benefited mainly from the earnings of Express-Platte that was acquired in March 2013, expansion projects at Texas Eastern Transmission, LP (Texas Eastern), and higher natural gas transportation revenues as a result of colder weather.

• Distribution’s earnings increased mainly due to higher customer usage as a result of colder weather and a favorable decision by the OEB in 2014 primarily regarding certain 2012 revenues realized from the optimization of upstream transportation contracts being treated as utility earnings, partially offset by a weaker Canadian dollar, higher operating fuel costs and 2014 earnings sharing under the new incentive regulation framework.

• Western Canada Transmission & Processing’s earnings reflected mainly higher earnings from the Empress NGL business due primarily to higher propane prices, partially offset by a weaker Canadian dollar.

• Field Services’ earnings were mostly driven by higher commodity prices, favorable results from gas and NGL trading and marketing, and higher gathering and processing margins due to higher volumes as a result of asset growth, partially offset by higher interest expense, depreciation expense and operating costs due to asset growth.

In the first quarter of 2014, we had $392 million of capital and investment expenditures, excluding reimbursements from noncontrolling interests of $6 million. We currently project $2.1 billion of capital and investment expenditures for the full year, including expansion and investment capital expenditures of $1.3 billion.

We are committed to an investment-grade balance sheet and continued prudent financial management of our capital structure. Therefore, financing these growth activities will continue to be based on our strong and growing fee-based earnings and cash flows as well as the issuances of debt and/or equity securities. As of March 31, 2014, our revolving credit facilities included Spectra Capital’s $1.0 billion facility, SEP’s $2.0 billion facility, Westcoast’s 300 million Canadian dollar facility and Union Gas’ 400 million Canadian dollar facility. These facilities are used principally as back-stops for commercial paper programs.

31

RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2014		2013
	(in millions)
Operating revenues	$	1,843	$	1,589
Operating expenses	1,204		1,083
Operating income	639		506
Other income and expenses	170		143
Interest expense	178		149
Earnings before income taxes	631		500
Income tax expense	164		130
Net income	467		370
Net income—noncontrolling interests	48		30
Net income—controlling interests	$	419	$	340

Operating Revenues. The $254 million, or 16%, increase was driven by:

• higher propane prices and volumes, and higher sales volumes of residual natural gas at the Empress operations and an increase in gathering and processing revenues from new facilities in unconventional development areas at Western Canada Transmission & Processing,

• revenues from Express-Platte, which was acquired in March 2013, and expansion projects primarily from Texas Eastern at Spectra Energy Partners, and

• higher customer usage of natural gas as a result of colder weather, a favorable decision by the OEB in March 2014 related to certain 2012 transportation revenues and growth in the number of customers, net of lower natural gas prices passed through to customers at Distribution, partially offset by

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

Operating Expenses. The $121 million, or 11%, increase was driven by:

• increased volumes of natural gas purchases for extraction and make-up at the Empress operations at Western Canada Transmission & Processing,

• operating costs from Express-Platte and expansion projects primarily from Texas Eastern at Spectra Energy Partners, and

• increased volumes of natural gas sold due to colder weather, growth in the number of customers and higher operating fuel costs, net of lower natural gas prices passed through to customers at Distribution, partially offset by

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

Operating Income. The $133 million, or 26%, increase was driven by the acquisition of Express-Platte and expansion projects from Texas Eastern at Spectra Energy Partners, higher earnings at the Empress NGL business due primarily to higher propane prices at Western Canada Transmission & Processing, and colder weather and a favorable decision by the OEB related to 2012 transportation revenues at Distribution, partially offset by the effects of a weaker Canadian dollar.

Other Income and Expenses. The $27 million, or 19%, increase was attributable to higher equity earnings from Field Services mainly due to higher commodity prices, favorable NGL and gas trading and marketing and increased gathering and processing margins due mainly to higher volumes as a result of asset growth, net of higher interest expense, depreciation expense and operating costs due to asset growth. The increase was partially offset by lower allowance for funds used during construction (AFUDC) at Western Canada Transmission & Processing and Spectra Energy Partners due to decreased capital spending on expansion projects.

Interest Expense. The $29 million, or 19%, increase was mainly due to higher average debt balances primarily related to the acquisition of Express-Platte and lower capitalized interest resulting from lower capital spending on expansion projects, partially offset by a weaker Canadian dollar.

Income Tax Expense. The $34 millionincrease was primarily attributable to higher earnings. The effective tax rate for income was 26% in both of the three-month periods ended March 31, 2014 and 2013.

32

Net Income—Noncontrolling Interests. The $18 millionincrease was driven by higher earnings from Spectra Energy Partners, partially offset by the effects of a decrease in the average ownership percentage of SEP held by the public during the first quarter of 2014 compared with the first quarter of 2013. The average ownership percentage decreased primarily as a result of the issuance of SEP partnership units to Spectra Energy in November 2013 in association with the U.S. Assets Dropdown.

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

Segment Results

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

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

EBITDA by Business Segment

	Three Months Ended March 31,
	2014			2013
	(in millions)
Spectra Energy Partners	$	429		$	347
Distribution	226			220
Western Canada Transmission & Processing	237			190
Field Services	130			88
Total reportable segment EBITDA	1,022			845
Other	(17		)	(14		)
Total reportable segment and other EBITDA	1,005			831
Depreciation and amortization	200			186
Interest expense	178			149
Interest income and other	4			4
Earnings before income taxes	$	631		$	500

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

33

Spectra Energy Partners

	Three Months Ended March 31,
	2014		2013		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	581	$	459	$	122
Operating expenses
Operating, maintenance and other	185		150		35
Other income and expenses	33		38		(5		)
EBITDA	$	429	$	347	$	82
Express pipeline receipts, MBbl/d (a,b)	193		207		(14		)
Platte PADD II deliveries, MBbl/d (b)	166		167		(1		)

___________

(a) Thousand barrels per day.

(b) 2013 data includes only activity since March 14, 2013, the date of the acquisition of Express-Platte.

Operating Revenues. The $122 millionincrease was driven by:

• a $110 million increase due to the acquisition of Express-Platte in March 2013 and expansion projects, primarily at Texas Eastern, and

• a $13 million increase in natural gas transportation revenues from higher demand, primarily as a result of colder weather.

Operating, Maintenance and Other. The $35 millionincrease was driven by the acquisition of Express-Platte and expansion projects, primarily at Texas Eastern.

Other Income and Expenses. The $5 milliondecrease was mainly due to lower AFUDC resulting from decreased capital spending on expansion projects, partially offset by earnings from DCP Sand Hills Pipeline, LLC and DCP Southern Hills Pipeline, LLC, both placed in service in the second quarter of 2013.

EBITDA. The $82 millionincrease was driven by the acquisition of Express-Platte, expansions primarily at Texas Eastern and higher natural gas transportation revenues.

Distribution

	Three Months Ended March 31,
	2014			2013		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	718		$	699	$	19
Operating expenses
Natural gas purchased	388			369		19
Operating, maintenance and other	103			111		(8		)
Other income and expenses	(1		)	1		(2		)
EBITDA	$	226		$	220	$	6
Number of customers, thousands	1,401			1,382		19
Heating degree days, Fahrenheit	4,251			3,525		726
Pipeline throughput, TBtu (a)	294			314		(20		)
Canadian dollar exchange rate, average	1.10			1.01		0.09

___________

(a) Trillion British thermal units.

34

Operating Revenues. The $19 millionincrease was driven by:

• a $95 million increase in customer usage of natural gas primarily due to weather that was more than 20% colder than in 2013,

• a $15 million increase from growth in the number of customers,

• a $10 million increase, net of earnings sharing, as a result of a decision by the OEB in March 2014 primarily regarding certain 2012 revenues realized from the optimization of upstream transportation contracts being treated as utility earnings, and

• a $6 million increase in industrial market usage, partially offset by

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

• a $28 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 $7 million decrease primarily due to lower proposed 2014 distribution rates subject to approval by the OEB, and

• a $5 million decrease due to 2014 earnings to be shared with customers in accordance with the new incentive regulation framework.

Natural Gas Purchased. The $19 millionincrease was driven by:

• a $65 million increase due to higher volumes of natural gas sold primarily due to colder weather,

• a $13 million increase from growth in the number of customers,

• a $7 million increase in operating fuel costs primarily due to gas measurement variances, and

• a $4 million increase in industrial market usage, partially offset by

• a $37 million decrease resulting from a weaker Canadian dollar, and

• a $28 million decrease from lower natural gas prices passed through to customers.

Operating, Maintenance and Other. The $8 milliondecrease was primarily due to a weaker Canadian dollar.

EBITDA. The $6 millionincrease was largely the result of higher customer usage due to colder weather and the impact of a decision by the OEB in March 2014 primarily regarding certain 2012 revenues realized from the optimization of upstream transportation contracts being treated as utility earnings, mostly offset by a weaker Canadian dollar, higher operating fuel costs, lower proposed 2014 distribution rates subject to approval from the OEB and 2014 earnings to be shared with customers under the new incentive regulation framework.

Western Canada Transmission & Processing

	Three Months Ended March 31,
	2014		2013		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	575	$	443	$	132
Operating expenses
Natural gas and petroleum products purchased	174		111		63
Operating, maintenance and other	165		151		14
Other income and expenses	1		9		(8		)
EBITDA	$	237	$	190	$	47
Pipeline throughput, TBtu	242		203		39
Volumes processed, TBtu	177		175		2
Empress inlet volumes, TBtu	129		121		8
Canadian dollar exchange rate, average	1.10		1.01		0.09

Operating Revenues. The $132 millionincrease was driven by:

• a $72 million increase due to higher propane prices associated with the Empress NGL business,

• a $48 million increase due primarily to higher sales volumes of residual natural gas at the Empress operations,

• a $25 million increase in NGL sales volumes at Empress,

35

• a $15 million increase in gathering and processing revenues from new facilities at Horn River and Montney unconventional development areas,

• a $14 million increase in transmission revenues due primarily to higher tolls at BC Pipeline,

• a $10 million increase primarily in interruptible transmission revenues due to a new supply source connected to the M&N Canada system, and

• a $3 million increase in carbon and other non-income tax expense recovered from customers, partially offset by

• a $54 million decrease as a result of a weaker Canadian dollar.

Natural Gas and Petroleum Products Purchased. The $63 millionincrease was driven by:

• a $73 million increase due primarily to higher volumes of natural gas purchases for extraction and make-up at Empress, and

• a $4 million increase primarily as a result of higher costs of NGL purchases at the Empress facility, partially offset by

• a $16 million decrease as a result of a weaker Canadian dollar.

Operating, Maintenance and Other. The $14 millionincrease was driven by:

• an $11 million increase primarily in costs passed through to customers at M&N Canada,

• a $5 million increase in Empress plant fuel and electricity costs due primarily to higher prices,

• a $4 million increase in maintenance costs,

• a $3 million increase in operating costs for new facilities, and

• a $3 million increase in carbon and other non-income tax expense, partially offset by

• a $15 million decrease as a result of a weaker Canadian dollar.

Other Income and Expenses. The $8 milliondecrease was driven primarily by lower AFUDC resulting from decreased capital spending on expansion projects.

EBITDA. The $47 millionincrease was driven by higher earnings at the Empress NGL business due primarily to higher propane prices, partially offset by the effect of a weaker Canadian dollar.

Field Services

	Three Months Ended March 31,
	2014		2013		Increase (Decrease)
	(in millions, except where noted)
Equity in earnings of unconsolidated affiliates	$	130	$	88	$	42
EBITDA	$	130	$	88	$	42
Natural gas gathered and processed/transported, TBtu/d (a,b)	7.2		6.9		0.3
NGL production, MBbl/d (a)	445		396		49
Average natural gas price per MMBtu (c,d)	$	4.94	$	3.34	$	1.60
Average NGL price per gallon (e)	$	1.06	$	0.89	$	0.17
Average crude oil price per barrel (f)	$	98.68	$	94.66	$	4.02

___________

(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. The 2013 NGL price per gallon has been revised to reflect the impact of ethane rejection.

(f) Average price based on NYMEX calendar month.

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EBITDA.Higher equity earnings of $42 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $39 million increase from commodity-sensitive processing arrangements due to higher NGL, natural gas and crude oil prices,

• a $22 million increase attributable to favorable results from NGL and gas trading and marketing,

• a $12 million increase in gathering and processing margins mainly due to higher volumes as a result of asset growth, and

• a $5 million increase in gains associated with the issuance of partnership units by DCP Partners in 2014 compared to 2013, partially offset by

• a $15 million decrease mainly attributable to higher interest expense due to higher interest rates from newly issued debt and lower capitalized interest due to certain projects which were placed in service in 2013,

• an $8 million decrease primarily attributable to higher depreciation expense as a result of growth,

• a $7 million decrease primarily attributable to higher operating costs as a result of growth, and

• a $5 million decrease primarily attributable to incremental dropdowns to DCP Partners, which increased net income attributable to noncontrolling interests.

Other

	Three Months Ended March 31,
	2014			2013			Increase (Decrease)
	(in millions)
Operating revenues	$	18		$	18		$	—
Operating expenses
Operating, maintenance and other	38			36			2
Other income and expenses	3			4			(1		)
EBITDA	$	(17	)	$	(14	)	$	(3	)

EBITDA. The $3 milliondecrease reflects higher corporate costs.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2014, we had negative working capital of $1,515 million. This balance includes commercial paper liabilities totaling $917 million and current maturities of long-term debt of $905 million. We will rely upon cash flows from operations and various financing transactions, which may include debt and/or equity issuances, to fund our liquidity and capital requirements for the next 12 months. SEP is expected to be self-funding through its cash flows from operations, use of its revolving credit facility and its access to capital markets. We receive cash distributions from SEP in accordance with the partnership agreement, which considers our level of ownership and incentive distribution rights.

As of March 31, 2014, our revolving credit facilities included Spectra Capital’s $1.0 billion facility, SEP’s $2.0 billion facility, Westcoast’s 300 million Canadian dollar facility and Union Gas’ 400 million Canadian dollar facility. We had available capacity of $1,716 million under SEP’s credit facility and $1,000 million under our other subsidiaries’ credit facilities. These facilities are used principally as back-stops for commercial paper programs. At Spectra Capital, SEP and Westcoast, we primarily use commercial paper for temporary funding of capital expenditures. At Union Gas, we primarily use commercial paper to support short-term working capital fluctuations. We also utilize commercial paper, other variable-rate debt and interest rate swaps to achieve our desired mix of fixed and variable-rate debt. See Note 12 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:

	Three Months Ended March 31,
	2014			2013
	(in millions)
Net cash provided by (used in):
Operating activities	$	686		$	582
Investing activities	(402		)	(1,774		)
Financing activities	(290		)	1,287
Effect of exchange rate changes on cash	(2		)	(1		)
Net increase (decrease) in cash and cash equivalents	(8		)	94
Cash and cash equivalents at beginning of the period	201			94
Cash and cash equivalents at end of the period	$	193		$	188

Operating Cash Flows

Net cash provided by operating activities increased $104 million to $686 million for the three months ended March 31, 2014 compared to the same period in 2013, driven mostly by higher earnings.

Investing Cash Flows

Net cash used in investing activities decreased $1,372 million to $402 million in the three months ended March 31, 2014 compared to the same period in 2013. This change was driven mainly by the acquisition of Express-Platte in 2013, partially offset by lower capital and investment expenditures in 2014.

	Three Months Ended March 31,
	2014		2013
	(in millions)
Capital and Investment Expenditures
Spectra Energy Partners (a,b)	$	199	$	301
Distribution	44		37
Western Canada Transmission & Processing	140		165
Total reportable segments	383		503
Other	9		10
Total consolidated	$	392	$	513

___________

(a) Excludes a $1,254 million net cash outlay for the acquisition of Express-Platte in 2013.

(b) Excludes reimbursements from noncontrolling interests of $6 million in 2014.

Capital and investment expenditures for the three months ended March 31, 2014 consisted of $308 million for expansion projects and $84 million for maintenance and other projects.

We project 2014 capital and investment expenditures of approximately $2.1 billion, consisting of approximately $1.2 billion for Spectra Energy Partners, $0.5 billion for Distribution and $0.4 billion for Western Canada Transmission & Processing. Total projected 2014 capital and investment expenditures include approximately $1.3 billion of expansion capital expenditures and $0.8 billion for maintenance and upgrades of existing plants, pipelines and infrastructure to serve growth. We continue to assess short and long-term market requirements and adjust our capital plans as required.

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Financing Cash Flows and Liquidity

Net cash used in financing activities totaled $290 million in the three months ended March 31, 2014 compared to $1,287 million provided by financing activities in the same period of 2013. This change was driven by:

• a $1,337 million net decrease in long-term debt issuances in 2014, primarily due to issuances in 2013 used to fund the acquisition of Express-Platte, and

• a $102 million net decrease in commercial paper in 2014 compared to a $166 million net increase in 2013, partially offset by

• $52 million of proceeds from the issuance of SEP common units to the public in 2014.

In January 2014, Spectra Capital borrowed $300 million available under its unsecured delayed-draw term loan agreement. The borrowings are due in 2018. Proceeds from borrowing were used for general corporate purposes.

In the three months ended March 31, 2014, SEP issued 1.1 million common units to the public, representing limited partner interests, and 24,000 general partner units in connection with its continuous offering program. Total net proceeds to SEP were $53 million (net proceeds to Spectra Energy were $52 million). The net proceeds were used for SEP's general partnership purposes, which may have included debt repayments, future acquisitions, capital expenditures and/or additions to working capital.

Available Credit Facilities and Restrictive Debt Covenants. See Note 12 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 require our consolidated debt-to-total-capitalization ratio, as defined in the agreement, to be 65% or lower. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. As of March 31, 2014, this ratio was 57%. Our equity and, as a result, this ratio, is sensitive to significant movements of the Canadian dollar relative to the U.S. dollar due to the significance of our Canadian operations. Based on the strength of our total capitalization as of March 31, 2014, 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 $0.12 per year through 2016. 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 $0.335 per common share on April 15, 2014 payable on June 10, 2014 to shareholders of record at the close of business on May 9, 2014.

Other Financing Matters. Spectra Energy Corp and Spectra Capital have an effective shelf registration statement on file with the SEC to register the issuance of unspecified amounts of various equity and debt securities. SEP has an effective shelf registration statement on file with the SEC to register the issuance of unspecified amounts of limited partner common units and various debt securities. SEP also has $423 million available as of March 31, 2014 for the issuance of limited partner common units and various debt securities under another effective shelf registration statement on file with the SEC related to its continuous offering program. Westcoast and Union Gas have an aggregate 1.1 billion Canadian dollars (approximately $1.0 billion) available as of March 31, 2014 for the issuance of debt securities in the Canadian market under debt shelf prospectuses.

OTHER ISSUES

New Accounting Pronouncements. See Note 20 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, 2013. We believe our exposure to market risk has not changed materially since then.

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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 Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2014, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2014 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

40

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 4 and 15 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, 2013 which could materially affect our financial condition or future results. There have been no material changes to those risk factors.

Item 6. Exhibits.

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

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

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

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

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

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

41

(a) Exhibits

Exhibit Number
*+10.1	Form of Phantom Stock Award Agreement (2014) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*+10.2	Form of Performance Award Agreement (2014) pursuant to the Spectra Energy Corp 2007 Lon-Term Incentive Plan.
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema.
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*101.LAB	XBRL Taxonomy Extension Label Linkbase.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

*	Filed herewith.
+	Denotes management contract or compensatory plan or arrangement.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPECTRA ENERGY CORP
Date: May 8, 2014	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: May 8, 2014	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

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EX-10.1

SPECTRA ENERGY CORP

PHANTOM STOCK AWARD AGREEMENT

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

RECITALS

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

AWARD

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

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

2014 Phantom Award Agreement - Cash

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

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

(a)    Generally. 100% upon Grantee continuously remaining an Employee of the Company, including Subsidiaries, through the third anniversary of the Date of Grant (the “Vesting Period”).

(b)     Retirement. If Grantee’s employment with the Company, including Subsidiaries, terminates at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or under another retirement plan of the Company or Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of the Spectra Energy Retirement Cash Balance Plan, then the number of Phantom Stock units and tandem Dividend Equivalents to which the Grantee shall have a right to payment hereunder shall be prorated to reflect the number of months of the Vesting Period during which the Grantee’s active employment with the Company, including Subsidiaries, (“Active Employment”) continued, and the remaining Phantom Stock units not vested shall be forfeited. Solely for purposes of calculating the prorated payment in the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the entirety of such month, but in no event for more than thirty-six (36) months. Grantee shall be considered to have “retired” but Grantee’s employment shall be considered to continue, with continued vesting under Section 2(a) with respect to the prorated payment determined in accordance with the above, (i) unless the Committee or its delegatee, in its sole discretion, determines that (A) Grantee is in violation of any obligation identified in Section 4 or (B) the termination of Grantee’s employment is for Cause, in which case all Phantom Stock units not previously vested shall be forfeited, or (ii) unless the Grantee dies, in which case the Phantom Stock units subject to the provisions of this Section 2(b) shall vest in accordance with Section 2(c). The additional provisions of Section 1 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.

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

2014 Phantom Award Agreement - Cash2

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

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

For the purposes of this Agreement, “Change in Control” means:

(1) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (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 Subsection (1), the following acquisitions shall not constitute a Change of 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 Subsidiary or (iv) any acquisition pursuant to a transaction that complies with Subsections (3)(A), (3)(B) and (3)(C) below;

(2) 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

2014 Phantom Award Agreement - Cash3

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 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;

(3) 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, (A) 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, (B) 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 (C) 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

(4) 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

2014 Phantom Award Agreement - Cash4

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 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.

Further, by acceptance of, and in consideration of receipt of, this Award, Grantee hereby agrees and acknowledges that, effective as of the date hereof, with respect to any awards granted to Grantee under the Plan prior to the date hereof that are outstanding as of the date hereof, the definition of “Change in Control” shall be the definition of “Change in Control” as set forth in this Section 2(e).

For the purposes of this Agreement, “Good Reason” is defined as the occurrence (without the Grantee’s express written consent) of any of the following, unless such act or failure to act is corrected, prior to the effective date of Grantee’s termination of employment, as specified in Grantee’s notice termination, as provided in the following paragraph: (A) a substantial adverse alteration in the nature or status of the Grantee’s responsibilities; (B) a reduction in the Grantee’s annual base salary, provided that there is not an across-the-board reduction similarly affecting all or substantially all similarly-situated employees of the Company and employing Subsidiaries; (C) a reduction in the Grantee’s target annual bonus, provided that there is not an across-the-board reduction similarly affecting all similarly-situated employees of the Company and employing Subsidiaries; (D) the elimination of any material employee benefit plan in which the Grantee is a participant or the material reduction of Grantee’s benefits under such plan, unless the Company either (1) immediately replaces such employee benefit plan or unless the Grantee is permitted to immediately participate in other employee benefit plan(s) providing the Grantee with a substantially equivalent value of benefits in the aggregate to those eliminated or materially reduced, or (2) immediately provides the Grantee with other forms of compensation of comparable value to that being eliminated or reduced; (E) a relocation without the written consent of the Grantee that requires the Grantee to report to a work location more than thirty-five (35) miles from the work location to which the Grantee was assigned prior to the Change in Control.

Grantee is required to provide notice to the Company of the existence of any of the conditions set forth in the “Good Reason” definition in this Section 2(e) at least fifteen (15), but not more than sixty (60), days prior to the date of Grantee’s termination of employment. Upon receipt of such notice, the Company may, prior to the effective date of Grantee’s termination of employment, cure or remedy such condition. If Grantee terminates from employment after providing notice and after the Company has cured the condition within the time frame set forth in this Section 2(e), then such termination of employment will be considered to be a voluntary termination of employment, and not a separation for Good Reason.

The Grantee’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 pursuant to the foregoing provisions of this Section 2(e).

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

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

Section 5.    Forfeiture/Expiration. Any Phantom Stock unit subject to this Award shall be forfeited upon notice of the termination of Grantee’s continuous employment with the Company and its Subsidiaries, whether such notice is given by the Grantee or by the Company, including Subsidiaries, from the Date of Grant, except to the extent otherwise provided in Section 2, and, if not previously vested and paid, or deferred, or forfeited, shall expire immediately before the third anniversary of the Date of Grant. Any Dividend Equivalent subject to this Award shall expire at the time the unit of Phantom Stock with respect to which the Dividend Equivalent is in tandem (i) is vested and paid, or, to the extent permitted by the laws of the applicable jurisdiction, deferred, (ii) is forfeited, or (iii) expires. The additional provisions of Section 5 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.

Section 6.Dividend Equivalent Payments. Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Phantom Stock unit that is vested and paid shall be paid in a single lump sum cash payment as soon as practicable following the vesting and payment of the Phantom Stock unit, and in no event later than the end of the third calendar year following the year of the Date of Grant, except, if the vested Phantom Stock unit is deferred by the Grantee as provided in Section 7, payment with respect to the tandem Dividend Equivalent shall likewise be deferred. Payment under this Section 6 shall be made not later than thirty (30) days after payment hereunder of the related tandem Phantom Stock units. The Dividend Equivalent payment amount shall equal the aggregate cash dividends declared and

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paid with respect to one (1) share of Common Stock for the period beginning on the Date of Grant and ending on the date the vested, tandem Phantom Stock unit is paid or deferred and before the Dividend Equivalent expires. However, should the Grantee receive payment of Phantom Stock units under this Award without the right to receive a dividend and, because of the timing of the declaration of such dividend, the Grantee is not otherwise entitled to payment under the expiring Dividend Equivalent with respect to such dividend, the Grantee, nevertheless, shall be entitled to such payment. Dividend Equivalent payments shall be subject to withholding for taxes. Notwithstanding any other provision hereof, to the extent necessary for this Agreement not to be construed as a salary deferral arrangement under Canadian law, in no event will any Dividend Equivalent to which the Grantee may be entitled vest, or will the right to receive a payment in respect of any Dividend Equivalent arise, after December 30 of the calendar year which is three years following the end of the year in which any portion of the services to which the award of such Dividend Equivalent relates were performed by the Grantee, and in the event this would, apart from this provision, occur, notwithstanding any other provision hereof, the applicable Dividend Equivalent will vest and the Grantee will be entitled to receive payment of such Dividend Equivalent on December 30 (or the first date prior thereto that is not a Saturday, Sunday or holiday) in the first calendar year which is three years following the end of the year in which any portion of the services to which the award of such Dividend Equivalent relates were performed by the Grantee.

Section 7.    Payment of Phantom Stock Units. Payment of Phantom Stock units subject to this Award shall be made to the Grantee in a single lump sum cash payment as soon as practicable following the time such units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following such vesting and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegatee, may prescribe consistent with the requirements of Code Section 409A or any Canadian law equivalent, as applicable. Any deferral of Phantom Stock units by the Grantee hereunder shall apply to both the shares of Common Stock and the related tandem Dividend Equivalents. Payment shall be subject to withholding for taxes. Payment shall be in the form of cash equal to the Fair Market Value of one (1) share of Common Stock for each full vested unit of Phantom Stock, and any fractional vested unit of Phantom Stock shall be rounded up to the next whole share for purposes of both vesting under Section 2 and payment under this Section 7.

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

Section 9.Nonalienation. The Phantom Stock units and Dividend Equivalents subject to this Award are not assignable or transferable by the Grantee. Upon any attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such

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Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Phantom Stock unit or Dividend Equivalent, or upon such right or privilege, such Phantom Stock unit or Dividend Equivalent, or right or privilege, shall immediately become null and void.

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

Section 11.    Governing Law and Severability. The validity and construction of this Agreement shall be governed by the laws of the state of Delaware applicable to transactions taking place entirely within that state. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

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

Section 13.Conflicts with Plan, Correction of Errors, Grantee’s Consent, and Amendments. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such Plan provision shall be controlling and the applicable provision of this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling. In the event that, due to administrative error, this Agreement does not accurately reflect a Phantom Stock Award properly granted to Grantee pursuant to the Plan, the Company, acting through its Executive Compensation Department, reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. It is the intention of the Company and the Grantee that this Agreement either (i) comply with the salary deferral arrangement rules under Canadian law and Code Section 409A, as applicable, or (ii) not be construed as a salary deferral arrangement under Canadian law and be exempt from Code Section 409A, to the extent applicable. Accordingly, this

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Agreement shall be interpreted as necessary and to the extent legally permissible to comply with the requirements of, or exemption under, Canadian law and Code Section 409A, as applicable, as determined by the Committee or its delegatee. Grantee shall also be deemed to consent to any amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee shall promptly provide, or make available to, the Grantee a copy of any such amendment. Finally, this Agreement may be amended or modified at any time and from time to time by action of the Committee.

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

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

Section 16.Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either party to the other party, or to their permitted transferees if applicable. Notices shall be effective upon receipt.

Section 17.    Payments Subject to Clawback. To the extent that any payment under this Agreement is subject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time,

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such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Act and the authority issued thereunder.

Section 18.Equitable Remedies. Grantee hereby acknowledges and agrees that a breach of Grantee’s obligations under this Agreement would result in damages to the Company that could not be adequately compensated for by monetary award. Accordingly, in the event of any such breach by Grantee, in addition to all other remedies available to the Company at law or in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

Section 19.Arbitration Agreement. The Grantee and the Company both agree that any dispute arising out of or related to this Agreement, which does not involve the Company seeking a court injunction or other relief as provided for in Section 18, shall be resolved by binding arbitration under the employment dispute resolution rules of the American Arbitration Association and that any proceeding under the provisions of this Section 19 shall be held in Houston, Texas. The parties both irrevocably WAIVE ANY AND ALL RIGHTS TO A JURY as to any and all claims and issues in any such dispute. By this provision, both the Grantee and the Company understand and agree that any and all claims and issues in such dispute shall be decided by such arbitration proceeding.

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

[Signature Page Follows]

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

ATTEST:    SPECTRA ENERGY CORP                

By:     By: ________________________________

Corporate Secretary         President & CEO, Spectra Energy Corp

Address for Notices:

5400 Westheimer Court

Mail Drop 1O23

Houston, Texas 77056

Attention: Karen Gowder

Acceptance of Phantom Stock Award

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

_______________________________

Grantee’s Signature

_______________________________     (print name)

_______________________________

(employee ID)

Address for Notices:

_______________________________

(address)

_______________________________

(address)

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SCHEDULE A

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

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

Section 2.    The following provisions shall apply for purposes of Section 4 of the Agreement:

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

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

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

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SCHEDULE B

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

Section 1.    The following provisions shall be incorporated at the end of Section 2(b) of the Agreement:

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

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

Section 3.    The following provisions shall be incorporated at the end of Section 2(d) of the Agreement:

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

Section 4.    The following provisions shall apply for purposes of Section 4 of the Agreement:

Grantee agrees that during the period beginning with such termination of employment and ending with the earlier of (1) the third anniversary of the Date of Grant or (2) the first anniversary of the date of such termination of

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

Section 5.    The following provisions shall be incorporated at the end of Section 5 of the Agreement:

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

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

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

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EX-10.2

SPECTRA ENERGY CORP

PERFORMANCE SHARE AWARD AGREEMENT

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

RECITALS

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

AWARD

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

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

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

Section 2.Vesting of Performance Share Units. (a)Provided that Grantee’s continuous employment by the Company, including Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or 2(c), Performance Share units subject to this Award shall become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, of the achievement of the Performance Goal, which is the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the peer group of companies listed on Exhibit A to this Agreement (the “Peer Group”), for the period beginning January 1, 2014 and ending December 31, 2016 (“Performance Period”), at, or above, the 30^th percentile, in accordance with the applicable vesting percentage specified for such percentile ranking in the following schedule:

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

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

All Performance Share units that do not become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, or as otherwise provided in Sections 2(b) or 2(c), shall be forfeited. For the purposes of this Agreement, TSR shall be calculated using the formula Percent TSR = ((B*(1 + C) / A) -1), where the values of A, B and C are as follows:

A = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2013;

B = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2016; and

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

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

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

2014 Performance Award Agreement - Stock3    

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

(c) In the event that (i) Grantee’s employment with the Company, including Subsidiaries, terminates before the Performance Period has ended (i.e., on or before the last day of the Performance Period) (A) as the result of the Grantee’s death, or (B) as the result of the Grantee’s “permanent and total disability” as defined in Section 1 of Schedule A hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, or (ii) a Change in Control occurs before the Performance Period has ended and (A) before the Grantee’s continuous employment by the Company, including Subsidiaries, terminates, or (B) after such employment terminates during the Performance Period, (1) at a time when Grantee is eligible for an immediately payable, early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or Functional Equivalent Plan, unless the Company, or its successor, in its sole discretion, determines that Grantee is in violation of any obligation identified in Section 3, or (2) as the result of an event listed in item (ii) of the first sentence of Section 2(b), the Performance Share units subject to this Award shall vest upon such occurrence, at the 100% vesting percentage, irrespective of any subsequent determination of the achievement of the Performance Goal. In the event that (i) Grantee’s employment with the Company, including Subsidiaries, terminates after the Performance Period has ended (A) as the result of the Grantee’s death, or (B) as the result of the Grantee’s “permanent and total disability” as defined in Section 1 of Schedule A hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, all as determined by the Company, or employing Subsidiary, in its sole discretion, the Performance Share units subject to this Award shall vest upon such determination of the achievement of the Performance Goal, at such vesting percentage determined by the Committee, or its delegatee. For the purposes of this Agreement, “Change in Control” means:

(1) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (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

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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 Subsection (1), the following acquisitions shall not constitute a Change of 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 Subsidiary or (iv) any acquisition pursuant to a transaction that complies with Subsections (3)(A), (3)(B) and (3)(C) below;

(2) 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 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;

(3) 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, (A) 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, (B) 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

2014 Performance Award Agreement - Stock5    

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 (C) 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

(4) 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 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.

Further, by acceptance of, and in consideration of receipt of, this Award, Grantee hereby agrees and acknowledges that, effective as of the date hereof, with respect to any awards granted to Grantee under the Plan prior to the date hereof that are outstanding as of the date hereof, the definition of “Change in Control” shall be the definition of “Change in Control” as set forth in this Section 2(c).

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

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

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

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

2014 Performance Award Agreement - Stock7    

valued at Fair Market Value on the date the respective Performance Share units became vested.

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

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

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

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

Section 11.Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their

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signatures below or at such other address as may be designated in writing by either party to the other party, or to their permitted transferees if applicable. Notices shall be effective upon receipt.

Section 12.    Payments Subject to Clawback. To the extent that any payment under this Agreement is subject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, such amount will be clawed back in appropriate circumstances, as determined under the terms and conditions prescribed by such Act and the authority issued thereunder.

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

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

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

Section 16.Conflicts with Plan, Correction of Errors, Grantee’s Consent, and Amendments. In the event that any provision of this Agreement conflicts in any way with a provision of the Plan, such Plan provision shall be controlling and the applicable provision of this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling. In the event that, due to administrative error, this Agreement does not accurately reflect an Award properly granted to the Grantee pursuant to the Plan, the Company, acting through its Executive Compensation Department, reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document. It is the intention of the

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Company and the Grantee that this Agreement either (i) comply with the salary deferral arrangement rules under Canadian law and Code Section 409A, as applicable, or (ii) not be construed as a salary deferral arrangement under Canadian law and be exempt from Code Section 409A, to the extent applicable. Accordingly, this Agreement shall be interpreted as necessary and to the extent legally permissible to comply with the requirements of, or exemption under, Canadian law and Code Section 409A, as applicable, as determined by the Committee or its delegate. Grantee shall also be deemed to consent to any amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee shall promptly provide, or make available to, the Grantee a copy of any such amendment.

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

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

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

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

[Signature Page Follows]

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

ATTEST:    SPECTRA ENERGY CORP                

By:     By: ________________________________

Corporate Secretary         President & CEO, Spectra Energy Corp

Address for Notices:

5400 Westheimer Court

Mail Drop 1O23

Houston, Texas 77056

Attention: Karen Gowder

Acceptance of Performance Award

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

______________________________    Grantee’s Signature

______________________________    (print name)

______________________________

(employee ID)

Address for Notices:

______________________________    (address)    

______________________________    (address)    

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EXHIBIT A

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

CenterPoint Energy, Inc. (CNP)

Consolidated Edison, Inc. (ED)

Dominion Resources, Inc. (D)

DTE Energy Company (DTE)

Enbridge Inc. (ENB)

EQT Corporation (EQT)

Kinder Morgan, Inc. (KMI)

National Fuel Gas Company (NFG)

NiSource Inc. (NI)

ONEOK, Inc. (OKE)

PG&E Corporation (PCG)

Public Service Enterprise Group Incorporated (PEG)

Sempra Energy (SRE)

TransCanada Corporation (TRP)

The Williams Companies, Inc. (WMB)

Xcel Energy Inc. (XEL)

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SCHEDULE A

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

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

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

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

2014 Performance Award Agreement - StockA-1    

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

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

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SCHEDULE B

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

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

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

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

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

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

2014 Performance Award Agreement - StockB-1    

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

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

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

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

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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: May 8, 2014	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

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

I, J. Patrick Reddy, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 8, 2014	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spectra Energy Corp on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory L. Ebel, President and Chief Executive Officer of Spectra Energy Corp, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: May 8, 2014	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spectra Energy Corp on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Patrick Reddy, Chief Financial Officer of Spectra Energy Corp, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: May 8, 2014	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

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

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
Derivative liabilities
Fair value, beginning of period	$	3		$	9
Total realized/unrealized losses (gains):
Included in earnings	4			1
Included in other comprehensive income	(3		)	(4		)
Settlements	1			—
Fair value, end of period	$	5		$	6
Total losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to liabilities held at the end of the period	$	3		$	1

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

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

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	35	$	—	$	35	$	—
Corporate debt securities	Current assets—other	2		—		2		—
Interest rate swaps	Current assets—other	4		—		4		—
Corporate debt securities	Investments and other assets—other	24		—		24		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	81	$	1	$	80	$	—
Commodity derivatives	Current liabilities—other	$	3	$	—	$	—	$	3
Interest rate swaps	Current liabilities—other	3		—		3		—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Commodity derivatives	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Total Liabilities		$	8	$	—	$	3	$	5

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	49	$	—	$	49	$	—
Corporate debt securities	Current assets—other	7		—		7		—
Interest rate swaps	Current assets—other	8		—		8		—
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	91	$	1	$	90	$	—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	3	$	—	$	—	$	3
Interest rate swaps	Deferred credits and other liabilities—regulatory and other	6		—		6		—
Total Liabilities		$	9	$	—	$	6	$	3

Fair Value of Financial Instruments Recorded and Carried at Book Value

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

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Restricted funds
Investments and other assets—other	$	1	$	1
Non-restricted funds
Current assets—other	2		7
Investments and other assets—other	24		11
Total available-for-sale securities	$	27	$	19

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

	March 31, 2014				December 31, 2013
	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)	13,494		14,808		13,668		14,701

__________

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

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

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Investments in and Loans to Unconsolidated Affiliates - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Schedule of Equity Method Investments [Line Items]
Equity in earnings of unconsolidated affiliates	$ 161	$ 110
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%
Equity in earnings of unconsolidated affiliates	$ 48	$ 43

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Business Segment Data - Condensed Consolidated Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Operating revenues	$ 1,843	$ 1,589
Depreciation and amortization	200	186
Interest expense	178	149
Interest income and other	4	4
Earnings From Continuing Operations Before Income Taxes	631	500
Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	1,843	1,589
Intersegment Eliminations
Segment Reporting Information [Line Items]
Operating revenues	(49)	(30)
Corporate and Other | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	18	18
EBITDA	(17)	(14)
Corporate and Other | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	15	15
Corporate and Other | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	3	3
Total reportable segments | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	1,874	1,601
EBITDA	1,022	845
Total reportable segments | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	34	15
Total reportable segments | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	1,840	1,586
Field Services | Operating Segments
Segment Reporting Information [Line Items]
EBITDA	130	88
Western Canada Transmission And Processing | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	575	443
EBITDA	237	190
Western Canada Transmission And Processing | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	34	15
Western Canada Transmission And Processing | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	541	428
Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	718	699
EBITDA	226	220
Distribution | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues		0
Distribution | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	718	699
Spectra Energy Partners | Operating Segments
Segment Reporting Information [Line Items]
Operating revenues	581	459
EBITDA	429	347
Spectra Energy Partners | Operating Segments - Affiliates Revenues
Segment Reporting Information [Line Items]
Operating revenues	0	0
Spectra Energy Partners | Operating Segments - Unaffiliated Revenues
Segment Reporting Information [Line Items]
Operating revenues	$ 581	$ 459

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Guarantees and Indemnifications - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Duke Energy
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 406
Duke Energy | Guarantees Expire in 2028
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 201
Guarantee expiration year	2028
Fluor Enterprises
Guarantor Obligations [Line Items]
Percentage of ownership interests	50.00%
Westcoast Energy Inc.
Guarantor Obligations [Line Items]
Percentage of ownership interest	100.00%

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Investments in and Loans to Unconsolidated Affiliates - Summary Financial Information for DCP Midstream Presented at 100 Percent (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Related Party Transaction [Line Items]
Operating revenues	$ 1,843	$ 1,589
Operating expenses	1,204	1,083
Operating income (loss)	639	506
Net Income	467	370
Net income-controlling interests	419	340
DCP Midstream, LLC
Related Party Transaction [Line Items]
Percentage of ownership	50.00%
Unconsolidated Affiliates | DCP Midstream, LLC
Related Party Transaction [Line Items]
Operating revenues	3,915	2,612
Operating expenses	3,645	2,450
Operating income (loss)	270	162
Net Income	203	120
Net income-controlling interests	$ 165	$ 91

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Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 467	$ 370
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	203	189
Equity in earnings of unconsolidated affiliates	(161)	(110)
Equity in earnings of consolidated subsidiaries	0	0
Distributions received from unconsolidated affiliates	89	79
Other	88	54
Net cash provided by operating activities	686	582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(374)	(426)
Investments in and loans to unconsolidated affiliates	(18)	(87)
Acquisitions	0	(1,254)
Purchases of held-to-maturity securities	(198)	(293)
Proceeds from sales and maturities of held-to-maturity securities	167	266
Purchases of available-for-sale securities	(13)	(612)
Proceeds from sales and maturities of available-for-sale securities	5	619
Distributions received from unconsolidated affiliates	22	6
Other changes in restricted funds	7	7
Net cash used in investing activities	(402)	(1,774)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	300	1,848
Payments for the redemption of long-term debt	(284)	(495)
Net increase (decrease) in commercial paper	(102)	166
Distributions to noncontrolling interests	(39)	(32)
Proceeds from Noncontrolling Interests	6	0
Contributions from the issuance of SEP common units	52	0
Dividends paid on common stock	(228)	(208)
Other	5	8
Net cash provided by (used in) financing activities	(290)	1,287
Effect of exchange rate changes on cash	(2)	(1)
Net increase (decrease) in cash and cash equivalents	(8)	94
Cash and cash equivalents at beginning of period	201	94
Cash and cash equivalents at end of period	193	188
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	419	340
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	(415)	(337)
Other	(35)	(79)
Net cash provided by operating activities	(31)	(76)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from affiliates	108	0
Net cash used in investing activities	108	0
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock	(228)	(205)
Distributions and advances from (to) affiliates	146	270
Other	5	11
Net cash provided by (used in) financing activities	(77)	76
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	415	337
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	(635)	(509)
Other	146	138
Net cash provided by operating activities	(74)	(34)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from affiliates	(30)	(289)
Net cash used in investing activities	(30)	(289)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	300	1,848
Payments for the redemption of long-term debt	(148)	(495)
Net increase (decrease) in commercial paper	(55)	279
Net decrease in short-term borrowings-consolidated subsidiaries		(7)
Distributions and advances from (to) affiliates	(1)	(1,300)
Other	0	(3)
Net cash provided by (used in) financing activities	96	322
Net increase (decrease) in cash and cash equivalents	(8)	(1)
Cash and cash equivalents at beginning of period	12	3
Cash and cash equivalents at end of period	4	2
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	683	539
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	203	189
Equity in earnings of unconsolidated affiliates	(161)	(110)
Equity in earnings of consolidated subsidiaries	0	0
Distributions received from unconsolidated affiliates	89	79
Other	(23)	(5)
Net cash provided by operating activities	791	692
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(374)	(426)
Investments in and loans to unconsolidated affiliates	(18)	(87)
Acquisitions		(1,254)
Purchases of held-to-maturity securities	(198)	(293)
Proceeds from sales and maturities of held-to-maturity securities	167	266
Purchases of available-for-sale securities	(13)	(612)
Proceeds from sales and maturities of available-for-sale securities	5	619
Distributions received from unconsolidated affiliates	22	6
Advances from affiliates		0
Other changes in restricted funds	7	7
Net cash used in investing activities	(402)	(1,774)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	0	0
Payments for the redemption of long-term debt	(136)	0
Net increase (decrease) in commercial paper	(47)	(113)
Distributions to noncontrolling interests	(39)	(32)
Proceeds from Noncontrolling Interests	6
Contributions from the issuance of SEP common units	52
Dividends paid on common stock	0	(3)
Distributions and advances from (to) affiliates	(223)	1,326
Other	0	0
Net cash provided by (used in) financing activities	(387)	1,178
Effect of exchange rate changes on cash	(2)	(1)
Net increase (decrease) in cash and cash equivalents	0	95
Cash and cash equivalents at beginning of period	189	91
Cash and cash equivalents at end of period	189	186
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(1,050)	(846)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of consolidated subsidiaries	1,050	846
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from affiliates	(78)	289
Net cash used in investing activities	(78)	289
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings-consolidated subsidiaries		7
Distributions and advances from (to) affiliates	78	(296)
Net cash provided by (used in) financing activities	$ 78	$ (289)

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Acquisition of Express-Platte - Additional Information (Detail) (USD $)	3 Months Ended			0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 14, 2013 Express-Platte	Mar. 31, 2013 Express-Platte	Mar. 31, 2014 Adjustment to Estimated Fair Value Express-Platte	Dec. 31, 2013 Subsidiary Issuer UNITED STATES Express-Platte	Dec. 31, 2013 Subsidiary Issuer CANADA Express-Platte
Acquisition of Express-Platte
Business Acquisition, Percentage of Voting Interests Acquired				100.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment					$ 1,251,000,000	$ 60,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other					9,000,000	1,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other					259,000,000	24,000,000
Goodwill	4,788,000,000		4,810,000,000		523,000,000	37,000,000
Business Combination, Consideration Transferred				1,500,000,000
Payments to Acquire Businesses, Net of Cash Acquired	0	1,254,000,000		1,250,000,000
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Non-current Liabilities Long Term Debt Including Current Portion				$ 260,000,000	$ 260,000,000
Percentage of Voting Rights Contributed							100.00%
Percentage of Voting Rights Sold								100.00%

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2014

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

Schedule of Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008
December 31, 2012	$	2,044		$	(507	)		$	(23	)	$	(5	)	$	1,509
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(186		)	11				3			1			(171		)
March 31, 2013	$	1,858		$	(496	)		$	(18	)	$	(4	)	$	1,340

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Employee Benefit Plans - Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 5	$ 5
Interest cost on accumulated post-retirement benefit obligation	6	5
Expected return on plan assets	(10)	(8)
Amortization of loss	3	5
Net periodic cost	4	7
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost on accumulated post-retirement benefit obligation	2	2
Expected return on plan assets	(1)	(1)
Net periodic cost	1	1
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	7	8
Interest cost on accumulated post-retirement benefit obligation	13	13
Expected return on plan assets	(17)	(17)
Amortization of loss	6	9
Net periodic cost	9	13
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	1
Interest cost on accumulated post-retirement benefit obligation	1	2
Net periodic cost	$ 2	$ 3

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Marketable Securities and Restricted Funds - Estimated Fair Values of Available for Sale Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 27	$ 19
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	26	18
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 1	$ 1

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Consolidating Financial Information - Condensed Consolidating Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net income	$ 467	$ 370
Other comprehensive income (loss)	(237)	(172)
Total Comprehensive Income, net of tax	230	198
Less: comprehensive income-noncontrolling interests	44	27
Comprehensive Income—Controlling Interests	186	171
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net income	419	340
Other comprehensive income (loss)	2	4
Total Comprehensive Income, net of tax	421	344
Comprehensive Income—Controlling Interests	421	344
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net income	415	337
Other comprehensive income (loss)	0	0
Total Comprehensive Income, net of tax	415	337
Comprehensive Income—Controlling Interests	415	337
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income	683	539
Other comprehensive income (loss)	(239)	(176)
Total Comprehensive Income, net of tax	444	363
Less: comprehensive income-noncontrolling interests	44	27
Comprehensive Income—Controlling Interests	400	336
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income	(1,050)	(846)
Total Comprehensive Income, net of tax	(1,050)	(846)
Comprehensive Income—Controlling Interests	$ (1,050)	$ (846)

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Consolidating Financial Information - Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 193	$ 201	$ 188	$ 94
Receivables-other	1,378	1,336
Other current assets	601	544
Total current assets	2,172	2,081
Investments in and loans to unconsolidated affiliates	3,033	3,043
Goodwill	4,788	4,810
Other assets	393	385
Property, plant and equipment, net	21,610	21,829
Regulatory assets and deferred debits	1,388	1,385
Total Assets	33,384	33,533
Accounts payable-other	611	440
Commercial paper	917	1,032
Taxes accrued	87	72
Current maturities of long-term debt	905	1,197
Other current liabilities	1,167	1,298
Total current liabilities	3,687	4,039
Long-term debt	12,600	12,488
Deferred credits and other liabilities	6,494	6,425
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	8,466	8,494
Noncontrolling interests	1,879	1,829
Total equity	10,345	10,323	9,810	9,843
Total Liabilities and Equity	33,384	33,533
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	4	176
Receivables-other	1	1
Other current assets	10	40
Total current assets	15	217
Investments in consolidated subsidiaries	13,497	13,244
Other assets	37	39
Regulatory assets and deferred debits	2	3
Total Assets	13,551	13,503
Accounts payable-other	3	4
Accounts payable-consolidated subsidiaries		89
Taxes accrued	1	4
Other current liabilities	43	81
Total current liabilities	47	178
Advances payable-consolidated subsidiaries	4,950	4,715
Deferred credits and other liabilities	88	116
Equity
Controlling interests	8,466	8,494
Total equity	8,466	8,494
Total Liabilities and Equity	13,551	13,503
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	4	12	2	3
Receivables-consolidated subsidiaries	6	394
Receivables-other	2	0
Other current assets	11	15
Total current assets	23	421
Investments in and loans to unconsolidated affiliates	0	0
Investments in consolidated subsidiaries	19,814	19,403
Advances receivable-consolidated subsidiaries	4,489	4,038
Other assets	30	30
Regulatory assets and deferred debits	16	17
Total Assets	24,372	23,909
Accounts payable-other	0	0
Accounts payable-consolidated subsidiaries		0
Commercial paper	289	344
Short-term borrowings-consolidated subsidiaries	415	415
Current maturities of long-term debt	408	557
Other current liabilities	61	75
Total current liabilities	1,173	1,391
Long-term debt	2,899	2,605
Notes payable-consolidated subsidiaries	2,800	2,800
Deferred credits and other liabilities	4,003	3,869
Equity
Controlling interests	13,497	13,244
Total equity	13,497	13,244
Total Liabilities and Equity	24,372	23,909
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	189	189	186	91
Receivables-other	1,375	1,335
Other current assets	580	489
Total current assets	2,144	2,013
Investments in and loans to unconsolidated affiliates	3,033	3,043
Advances receivable-consolidated subsidiaries	461	677
Notes receivable-consolidated subsidiaries	3,215	3,215
Goodwill	4,788	4,810
Other assets	326	316
Property, plant and equipment, net	21,610	21,829
Regulatory assets and deferred debits	1,370	1,365
Total Assets	36,947	37,268
Accounts payable-other	608	436
Accounts payable-consolidated subsidiaries	10	481
Commercial paper	628	688
Taxes accrued	86	68
Current maturities of long-term debt	497	640
Other current liabilities	1,063	1,142
Total current liabilities	2,892	3,455
Long-term debt	9,701	9,883
Advances payable-consolidated subsidiaries	0	0
Deferred credits and other liabilities	2,403	2,440
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	19,814	19,403
Noncontrolling interests	1,879	1,829
Total equity	21,693	21,232
Total Liabilities and Equity	36,947	37,268
Eliminations
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	(10)	(570)
Total current assets	(10)	(570)
Investments in consolidated subsidiaries	(33,311)	(32,647)
Advances receivable-consolidated subsidiaries	(4,950)	(4,715)
Notes receivable-consolidated subsidiaries	(3,215)	(3,215)
Total Assets	(41,486)	(41,147)
Accounts payable-consolidated subsidiaries	(10)	(570)
Short-term borrowings-consolidated subsidiaries	(415)	(415)
Total current liabilities	(425)	(985)
Advances payable-consolidated subsidiaries	(4,950)	(4,715)
Notes payable-consolidated subsidiaries	(2,800)	(2,800)
Equity
Controlling interests	(33,311)	(32,647)
Total equity	(33,311)	(32,647)
Total Liabilities and Equity	$ (41,486)	$ (41,147)

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Effects of Changes in Our Ownership Interest (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Related Party Transaction [Line Items]
Net income - controlling interests	$ 419	$ 340
Total net income - controlling interests and changes in equity - controlling interests	429	340
Additional Paid-in Capital
Related Party Transaction [Line Items]
Increase in additional paid-in capital resulting from issuances of SEP units	$ 10	$ 0

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Issuances of SEP Units

3 Months Ended

Mar. 31, 2014

Noncontrolling Interest [Abstract]

Effects of Change in Noncontrolling Interest Ownership

Issuances of SEP Units

In the first quarter of 2014, SEP issued 1.1 million common units to the public, representing limited partner interests, and 24,000 general partner units to Spectra Energy in connection with its continuous offering program. Total net proceeds to SEP were $53 million (net proceeds to Spectra Energy were $52 million). Spectra Energy's ownership of SEP remained at approximately 84% following the unit issuances. In connection with the issuances of the units, a $16 million gain ($10 million net of tax) to Additional Paid-in Capital and a $36 million increase in Equity-Noncontrolling Interests were recorded in the first quarter of 2014.

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

	Three Months Ended March 31,
	2014		2013
	(in millions)
Net income - controlling interests	$	419	$	340
Increase in additional paid-in capital resulting from issuances of SEP units	10		—
Total net income - controlling interests and changes in equity - controlling interests	$	429	$	340

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Income Taxes - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Contingency [Line Items]
Income tax expense (benefit) from continuing operations	$ 164	$ 130
Effective tax rate for income from continuing operations	26.00%
Earnings Per Share, Diluted	$ 0.62	$ 0.51
Minimum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	5
Maximum
Income Tax Contingency [Line Items]
Potential decrease of unrecogonized tax benefits	$ 10

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2014

Pension Plans, Defined Benefit

Components of Net Periodic Benefit Cost

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			5
Expected return on plan assets	(10		)	(8		)
Amortization of loss	3			5
Net periodic pension cost	$	4		$	7
Canada
Service cost benefit earned	$	7		$	8
Interest cost on projected benefit obligation	13			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	6			9
Net periodic pension cost	$	9		$	13

U.S. and Canada Other Post-Retirement Benefits

Components of Net Periodic Benefit Cost

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2
Net periodic other post-retirement benefit cost	$	2		$	3

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Consolidating Financial Information Condensed Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,843	$ 1,589
Total operating expenses	1,204	1,083
Operating income (loss)	639	506
Equity in earnings of unconsolidated affiliates	161	110
Equity in earnings of subsidiaries	0	0
Other income and expenses, net	9	33
Interest expense	178	149
Earnings Before Income Taxes	631	500
Income tax expense (benefit)	164	130
Net income	467	370
Net income-noncontrolling interests	48	30
Net income-controlling interests	419	340
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0
Total operating expenses	4	2
Operating income (loss)	(4)	(2)
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of subsidiaries	415	337
Other income and expenses, net	(1)	(2)
Interest expense	0	0
Earnings Before Income Taxes	410	333
Income tax expense (benefit)	(9)	(7)
Net income	419	340
Net income-noncontrolling interests	0	0
Net income-controlling interests	419	340
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	0	0
Total operating expenses	0	0
Operating income (loss)	0	0
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of subsidiaries	635	509
Other income and expenses, net	1	3
Interest expense	65	48
Earnings Before Income Taxes	571	464
Income tax expense (benefit)	156	127
Net income	415	337
Net income-noncontrolling interests	0	0
Net income-controlling interests	415	337
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,844	1,590
Total operating expenses	1,201	1,082
Operating income (loss)	643	508
Equity in earnings of unconsolidated affiliates	161	110
Equity in earnings of subsidiaries	0	0
Other income and expenses, net	9	32
Interest expense	113	101
Earnings Before Income Taxes	700	549
Income tax expense (benefit)	17	10
Net income	683	539
Net income-noncontrolling interests	48	30
Net income-controlling interests	635	509
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	(1)	(1)
Total operating expenses	(1)	(1)
Operating income (loss)	0	0
Equity in earnings of unconsolidated affiliates	0	0
Equity in earnings of subsidiaries	(1,050)	(846)
Other income and expenses, net	0	0
Interest expense	0	0
Earnings Before Income Taxes	(1,050)	(846)
Income tax expense (benefit)	0	0
Net income	(1,050)	(846)
Net income-noncontrolling interests	0	0
Net income-controlling interests	$ (1,050)	$ (846)

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Marketable Securities and Restricted Funds (Tables)

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

Estimated Fair Values of Available for Sale Securities

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Corporate debt securities	$	26	$	18
Money market funds	1		1
Total available-for-sale securities	$	27	$	19

Restricted and Nonrestricted AFS Securities by Balance Sheet Classification

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

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Restricted funds
Investments and other assets—other	$	1	$	1
Non-restricted funds
Current assets—other	2		7
Investments and other assets—other	24		11
Total available-for-sale securities	$	27	$	19

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

	March 31, 2014				December 31, 2013
	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)	13,494		14,808		13,668		14,701

__________

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

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

Estimated Fair Values of Held to Maturity Marketable Securities

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014		December 31, 2013
		(in millions)
Bankers acceptances	Current assets—other	$	57	$	35
Canadian government securities	Current assets—other	33		34
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	125		131
Bankers acceptances	Investments and other assets—other	10		10
Total held-to-maturity securities		$	235	$	213

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Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	$ 1,241	$ 1,509
Reclassified to net income	2	2
Other AOCI activity	(235)	(171)
Ending balance	1,008	1,340
Foreign Currency Translation Adjustment
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	1,557	2,044
Reclassified to net income	0	0
Other AOCI activity	(244)	(186)
Ending balance	1,313	1,858
Pension and Post-retirement Benefit Plan Obligations
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(304)	(507)
Reclassified to net income	0	0
Other AOCI activity	7	11
Ending balance	(297)	(496)
Gas Purchase Contract Hedges
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(11)	(23)
Reclassified to net income	2	2
Other AOCI activity	2	3
Ending balance	(7)	(18)
Other
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(1)	(5)
Reclassified to net income	0	0
Other AOCI activity	0	1
Ending balance	$ (1)	$ (4)

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Risk Management and Hedging Activities - Information about Interest Rate Swaps (Detail) (Interest Rate Swap, USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Interest Rate Swap
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets, Assets	$ 19	$ 23
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Assets	2	3
Net Amount	17	20
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Liabilities	3	6
Gross Amounts Presented in the Consolidated Balance Sheets, Liabilities	2	3
Net Amount	$ 1	$ 3

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Debt and Credit Facilities - Available Credit Facilities and Restrictive Debt Covenants (Detail) In Millions, unless otherwise specified	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2014 Spectra Energy Capital, LLC USD ($)	Dec. 31, 2013 Spectra Energy Capital, LLC USD ($)	Mar. 31, 2014 Spectra Energy Capital, LLC Multi Year Syndicated USD ($)		Mar. 31, 2014 Westcoast Energy Inc. Multi Year Syndicated USD ($)		Mar. 31, 2014 Union Gas Limited Multi Year Syndicated USD ($)		Mar. 31, 2014 Spectra Energy Partners, LP Multi Year Syndicated USD ($)		Mar. 31, 2014 Covenant Requirement Spectra Energy Capital, LLC	Mar. 31, 2014 Covenant Requirement Westcoast Energy Inc. CAD	Mar. 31, 2014 Covenant Requirement Union Gas Limited CAD	Mar. 31, 2014 Covenant Requirement Maximum Spectra Energy Capital, LLC
Debt Instrument [Line Items]
Debt-to-total defined capitalization ratio													57.00%			65.00%
Line of Credit Facility [Line Items]
Expiration Date					2018	[1]	2016	[2]	2016	[3]	2018	[1]
Outstanding Commercial Paper	$ 917	$ 1,032	$ 289	$ 344	$ 289	[1]	$ 0	[2]	$ 344	[3]	$ 284	[1]
Available Credit Facilities Capacity	2,716				711	[1]	271	[2]	18	[3]	1,716
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,633				$ 1,000	[1]	$ 271	[2]	$ 362	[3]	$ 2,000			300	400

[1] Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 57% at March 31, 2014.

[2] U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 300 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 42% at March 31, 2014.

[3] U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2014.

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Business Segments - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2014 reportable_segments
DCP Midstream, LLC | DCP Midstream Partners, LP
Segment Reporting Information [Line Items]
Percentage of ownership interests	23.00%
Total reportable segments
Segment Reporting Information [Line Items]
Number of reportable segments	4
Spectra Energy Corp | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%
Phillips 66 | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%

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General

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

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

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

Basis of Presentation. The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our majority-owned subsidiaries, after eliminating intercompany transactions and balances. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, and reflect all normal recurring adjustments that are, in our opinion, necessary to fairly present our results of operations and financial position. Amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, primarily in our gas distribution operations, as well as changing commodity prices on certain of our processing operations and other factors.

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

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Debt and Credit Facilities - Additional Information (Detail)									0 Months Ended	12 Months Ended					0 Months Ended
	Mar. 31, 2014 USD ($)	Mar. 31, 2014 Union Gas Limited Covenant Requirement CAD	Mar. 31, 2014 Union Gas Limited Maximum Covenant Requirement	Mar. 31, 2014 Spectra Energy Partners, LP Covenant Requirement	Mar. 31, 2014 Spectra Energy Partners, LP Maximum Covenant Requirement	Mar. 31, 2014 Spectra Energy Partners, LP Temporary maximum Covenant Requirement	Nov. 01, 2013 Spectra Energy Capital, LLC	Mar. 31, 2014 Spectra Energy Capital, LLC Covenant Requirement	Jan. 14, 2014 Spectra Energy Capital, LLC Delayed Draw Term Loan USD ($)	Dec. 31, 2013 Spectra Energy Capital, LLC Delayed Draw Term Loan	Nov. 01, 2013 Spectra Energy Capital, LLC Delayed Draw Term Loan USD ($)	Mar. 31, 2014 Spectra Energy Capital, LLC Maximum Covenant Requirement	Mar. 31, 2014 Westcoast Energy Inc. Covenant Requirement CAD	Mar. 31, 2014 Westcoast Energy Inc. Maximum Covenant Requirement	Nov. 01, 2013 U.S. Asset Dropdown Spectra Energy Subsidiaries
Debt Instrument [Line Items]
Debt-to-total capitalization ratio		64.00%	75.00%										42.00%	75.00%
Debt-to-Adjusted EBITDA ratio maximum					5.0	5.5
Debt-to-Adjusted EBITDA ratio				4.1
Date of acquisition															Nov. 01, 2013
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,633,000,000	400,000,000											300,000,000
Debt-to-total defined capitalization ratio								57.00%				65.00%
Term loan maturity period										5 years
Debt instrument, face amount									$ 300,000,000		$ 300,000,000
Term loan, borrowings date									Jan. 14, 2014
Long-term debt, maturity year							2018

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Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Statement of Operations

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Three Months Ended March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419
Three Months Ended March 31, 2013
Total operating revenues	$	—		$	—	$	1,590	$	(1	)	$	1,589
Total operating expenses	2			—		1,082		(1		)	1,083
Operating income (loss)	(2		)	—		508		—			506
Equity in earnings of unconsolidated affiliates	—			—		110		—			110
Equity in earnings of consolidated subsidiaries	337			509		—		(846		)	—
Other income and expenses, net	(2		)	3		32		—			33
Interest expense	—			48		101		—			149
Earnings before income taxes	333			464		549		(846		)	500
Income tax expense (benefit)	(7		)	127		10		—			130
Net income	340			337		539		(846		)	370
Net income—noncontrolling interests	—			—		30		—			30
Net income—controlling interests	$	340		$	337	$	509	$	(846	)	$	340

Condensed Consolidating Statements of Comprehensive Income

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186
Three Months Ended March 31, 2013
Net income	$	340	$	337	$	539		$	(846	)	$	370
Other comprehensive income (loss)	4		—		(176		)	—			(172		)
Total comprehensive income, net of tax	344		337		363			(846		)	198
Less: comprehensive income—noncontrolling interests	—		—		27			—			27
Comprehensive income—controlling interests	$	344	$	337	$	336		$	(846	)	$	171

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	4	$	189	$	—		$	193
Receivables—consolidated subsidiaries	4		6		—		(10		)	—
Receivables—other	1		2		1,375		—			1,378
Other current assets	10		11		580		—			601
Total current assets	15		23		2,144		(10		)	2,172
Investments in and loans to unconsolidated affiliates	—		—		3,033		—			3,033
Investments in consolidated subsidiaries	13,497		19,814		—		(33,311		)	—
Advances receivable—consolidated subsidiaries	—		4,489		461		(4,950		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,788		—			4,788
Other assets	37		30		326		—			393
Property, plant and equipment, net	—		—		21,610		—			21,610
Regulatory assets and deferred debits	2		16		1,370		—			1,388
Total Assets	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384
Accounts payable—other	$	3	$	—	$	608	$	—		$	611
Accounts payable—consolidated subsidiaries	—		—		10		(10		)	—
Commercial paper	—		289		628		—			917
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	1		—		86		—			87
Current maturities of long-term debt	—		408		497		—			905
Other current liabilities	43		61		1,063		—			1,167
Total current liabilities	47		1,173		2,892		(425		)	3,687
Long-term debt	—		2,899		9,701		—			12,600
Advances payable—consolidated subsidiaries	4,950		—		—		(4,950		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	88		4,003		2,403		—			6,494
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,466		13,497		19,814		(33,311		)	8,466
Noncontrolling interests	—		—		1,879		—			1,879
Total equity	8,466		13,497		21,693		(33,311		)	10,345
Total Liabilities and Equity	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	12	$	189	$	—		$	201
Receivables—consolidated subsidiaries	176		394		—		(570		)	—
Receivables—other	1		—		1,335		—			1,336
Other current assets	40		15		489		—			544
Total current assets	217		421		2,013		(570		)	2,081
Investments in and loans to unconsolidated affiliates	—		—		3,043		—			3,043
Investments in consolidated subsidiaries	13,244		19,403		—		(32,647		)	—
Advances receivable—consolidated subsidiaries	—		4,038		677		(4,715		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,810		—			4,810
Other assets	39		30		316		—			385
Property, plant and equipment, net	—		—		21,829		—			21,829
Regulatory assets and deferred debits	3		17		1,365		—			1,385
Total Assets	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533
Accounts payable—other	$	4	$	—	$	436	$	—		$	440
Accounts payable—consolidated subsidiaries	89		—		481		(570		)	—
Commercial paper	—		344		688		—			1,032
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	4		—		68		—			72
Current maturities of long-term debt	—		557		640		—			1,197
Other current liabilities	81		75		1,142		—			1,298
Total current liabilities	178		1,391		3,455		(985		)	4,039
Long-term debt	—		2,605		9,883		—			12,488
Advances payable—consolidated subsidiaries	4,715		—		—		(4,715		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	116		3,869		2,440		—			6,425
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,494		13,244		19,403		(32,647		)	8,494
Noncontrolling interests	—		—		1,829		—			1,829
Total equity	8,494		13,244		21,232		(32,647		)	10,323
Total Liabilities and Equity	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533

Condensed Consolidating Statement of Cash Flows

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

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

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	340		$	337		$	539		$	(846	)	$	370
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			189			—			189
Equity in earnings of unconsolidated affiliates	—			—			(110		)	—			(110		)
Equity in earnings of consolidated subsidiaries	(337		)	(509		)	—			846			—
Distributions received from unconsolidated affiliates	—			—			79			—			79
Other	(79		)	138			(5		)	—			54
Net cash provided by (used in) operating activities	(76		)	(34		)	692			—			582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(426		)	—			(426		)
Investments in and loans to unconsolidated affiliates	—			—			(87		)	—			(87		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(293		)	—			(293		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			266			—			266
Purchases of available-for-securities	—			—			(612		)	—			(612		)
Proceeds from sales and maturities of available-for-sale securities	—			—			619			—			619
Distributions received from unconsolidated affiliates	—			—			6			—			6
Advances to affiliates	—			(289		)	—			289			—
Other changes in restricted funds	—			—			7			—			7
Net cash used in investing activities	—			(289		)	(1,774		)	289			(1,774		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			1,848			—			—			1,848
Payments for the redemption of long-term debt	—			(495		)	—			—			(495		)
Net increase (decrease) in commercial paper	—			279			(113		)	—			166
Net decrease in short-term borrowings—consolidated    subsidiaries	—			(7		)	—			7			—
Distributions to noncontrolling interests	—			—			(32		)	—			(32		)
Dividends paid on common stock	(205		)	—			(3		)	—			(208		)
Distributions and advances from (to) affiliates	270			(1,300		)	1,326			(296		)	—
Other	11			(3		)	—			—			8
Net cash provided by financing activities	76			322			1,178			(289		)	1,287
Effect of exchange rate changes on cash	—			—			(1		)	—			(1		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	95			—			94
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	186		$	—		$	188

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Use of Estimates

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

Earnings Per Share

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

Inventory, Policy

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

Fair Value Measurement

Level 1

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

Level 2 Valuation Techniques

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

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

Level 3 Valuation Techniques

We do not have significant amounts of assets or liabilities measured and reported using Level 3 valuation techniques, which 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.

For the natural gas purchases contracts and commodity derivatives, we utilize data obtained from third-party sources for the determination of fair value. The expected future cash flows arising from our swaps are discounted to present value. In addition, credit default swap rates or historical average credit default rates by credit rating are used to develop the adjustment for credit risk embedded in our positions. As these transactions are limited, we believe a Level 3 classification is appropriate.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2014

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which was issued to eliminate diversity in practice. This standard requires entities to net unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. We adopted this standard on January 1, 2014. The adoption of this standard did not have a material impact on our consolidated results of operations, financial position or cash flows.

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Goodwill - Changes in Goodwill (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Goodwill Roll Forward[Line Items]
Foreign currency translation	$ (59)
December 31, 2013	4,788
March 31, 2014	4,810
Express-Platte
Goodwill Roll Forward[Line Items]
Acquisition of Express-Platte	37
December 31, 2013		523
March 31, 2014		$ 523

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General - Additional Information (Detail) (DCP Midstream, LLC)	Mar. 31, 2014
DCP Midstream, LLC
General [Line Items]
Percentage of ownership	50.00%

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Acquisition of Express-Platte (Tables)

3 Months Ended

Mar. 31, 2014

Acquisition of Express-Platte [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table summarizes the fair values of the assets and liabilities acquired as of the date of the acquisition.

	Purchase Price  Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments	71
Total	1,321
Cash	67
Receivables	25
Other current assets	9
Property, plant and equipment	1,251
Accounts payable	(18		)
Other current liabilities	(17		)
Deferred credits and other liabilities	(259		)
Long-term debt, including current portion	(260		)
Total assets acquired/liabilities assumed	798
Goodwill	$	523

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Business Segment Data - Condensed Consolidated Statements of Operations

Business Segment Data

Condensed Consolidated Statements of Operations	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Segment EBITDA/ Consolidated Earnings before Income Taxes
			(in millions)
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	429
Distribution	718		—			718			226
Western Canada Transmission & Processing	541		34			575			237
Field Services	—		—			—			130
Total reportable segments	1,840		34			1,874			1,022
Other	3		15			18			(17		)
Eliminations	—		(49		)	(49		)	—
Depreciation and amortization	—		—			—			200
Interest expense	—		—			—			178
Interest income and other	—		—			—			4
Total consolidated	$	1,843	$	—		$	1,843		$	631
Three Months Ended March 31, 2013
Spectra Energy Partners	$	459	$	—		$	459		$	347
Distribution	699		—			699			220
Western Canada Transmission & Processing	428		15			443			190
Field Services	—		—			—			88
Total reportable segments	1,586		15			1,601			845
Other	3		15			18			(14		)
Eliminations	—		(30		)	(30		)	—
Depreciation and amortization	—		—			—			186
Interest expense	—		—			—			149
Interest income and other	—		—			—			4
Total consolidated	$	1,589	$	—		$	1,589		$	500

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Condensed Consolidated Statements of Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income Other	Noncontrolling Interests
Beginning Balance at Dec. 31, 2012	$ 9,843	$ 1	$ 5,297	$ 2,165	$ 2,044	$ (535)	$ 871
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	370			340			30
Other comprehensive income (loss)	(172)				(186)	17	(3)
Dividends on common stock	(205)			(205)
Distributions to noncontrolling interests	(32)						(32)
Contributions from noncontrolling interests	0
Spectra Energy common stock issued	6		6
Other, net	0		(5)	(1)			4
Ending Balance at Mar. 31, 2013	9,810	1	5,298	2,301	1,858	(518)	870
Beginning Balance at Dec. 31, 2013	10,323	1	4,869	2,383	1,557	(316)	1,829
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	467			419			48
Other comprehensive income (loss)	(237)				(244)	11	(4)
Dividends on common stock	(225)			(225)
Stock-based compensation	(2)		(2)
Distributions to noncontrolling interests	(39)						(39)
Contributions from noncontrolling interests	6						6
Spectra Energy common stock issued	3		3
Spectra Energy Partners, LP common units issued	46		10				36
Transfer of interests in subsidiaries to Spectra Energy Partners, LP	5						5
Other, net	(2)		0				(2)
Ending Balance at Mar. 31, 2014	$ 10,345	$ 1	$ 4,880	$ 2,577	$ 1,313	$ (305)	$ 1,879

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Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2014		2013
	(in millions, except per-share amounts)
Net income—controlling interests	$	419	$	340
Weighted-average common shares outstanding
Basic	670		669
Diluted	672		670
Basic earnings per common share	$	0.63	$	0.51
Diluted earnings per common share	$	0.62	$	0.51

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Risk Management and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Risk Management And Hedging Activities [Abstract]

Derivative Assets And Liabilities Offsetting

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

	March 31, 2014						December 31, 2013
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	19	$	2	$	17	$	23	$	3	$	20
Liabilities	3		2		1		6		3		3

Commodity Derivative Assets and Liabilities Offsetting

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

	March 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	133	$	133	$	—
Liabilities	137		133		4

Commodity derivative impact

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

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2014			2013
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(3	)	n/a

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Inventory - Components of Inventory (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Natural gas	$ 57	$ 155
NGLs	15	30
Materials and supplies	76	78
Total inventory	$ 148	$ 263

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Issuances of SEP Units Issuance of SEP Units - (Additional Information) (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Related Party Transaction [Line Items]
Proceeds from the issuance of Spectra Energy Partners, LP	$ 52
Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Percentage ownership by parent after equity issuance	84.00%
Spectra Energy Partners
Related Party Transaction [Line Items]
Proceeds from the issuance of Spectra Energy Partners, LP	53
Limited Partner | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued	1,100
General Partner [Member] | Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Partnership units issued	24
Additional Paid-in Capital
Related Party Transaction [Line Items]
Partners Capital Account Sale Of Units Net Of Tax	10
Additional Paid-in Capital | Spectra Energy Partners
Related Party Transaction [Line Items]
Partners' Capital Account, Sale of Units	16
Noncontrolling Interests
Related Party Transaction [Line Items]
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	$ 36

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Condensed Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Commitments and Contingencies
Operating Revenues
Transportation, storage and processing of natural gas	887		800
Distribution of natural gas	626		625
Sales of natural gas liquids	187		112
Transportation of Crude Oil Revenue	71		13
Other	72		39
Total operating revenues	1,843		1,589
Operating Expenses
Natural gas and petroleum products purchased	528		465
Operating, maintenance and other	363		332
Depreciation and amortization	200		186
Property and other taxes	113		100
Total operating expenses	1,204		1,083
Operating income (loss)	639		506
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	161		110
Other income and expenses, net	9		33
Total other income and expenses	170		143
Interest Expense	178		149
Earnings Before Income Taxes	631		500
Income Tax Expense	164		130
Net Income	467		370
Net Income—Noncontrolling Interests	48		30
Net Income—Controlling Interests	$ 419		$ 340
Weighted-average shares outstanding
Basic (in shares)	670		669
Diluted (in shares)	672		670
Earnings per share
Earnings Per Share, Diluted	$ 0.62		$ 0.51
Dividends per share (in usd per share)	$ 0.335		$ 0.305
Diluted earnings per common share	$ 0.62	[1]	$ 0.51	[1]
Earnings Per Share, Basic	$ 0.63		$ 0.51

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Acquisition of Express-Platte Summary of Fair Values of Assets and Liabilities Acquired (Detail) (Express-Platte, USD $) In Millions, unless otherwise specified	1 Months Ended
	Mar. 31, 2013	Mar. 14, 2013
Express-Platte
Acquisition of Express-Platte
Payments to Acquire Businesses, Gross	$ 1,250
Business Acquisitions Purchase Price Adjustments	71
Payments to Acquire Businesses, Net of Adjustments	1,321
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Non-current Liabilities Long Term Debt Including Current Portion	(260)	(260)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	798
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	67
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	25
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other	9
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	1,251
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable	(18)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other	(17)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other	$ (259)

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Preferred stock, par (usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares outstanding	0	0
Common stock, par (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	671,000,000	670,000,000

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Marketable Securities and Restricted Funds - Estimated Fair Values of Held to Maturity Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 235	$ 213
Other Current Assets | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	57	35
Other Current Assets | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	33	34
Other Current Assets | Money market funds
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	10	3
Investments and other assets-other | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	10	10
Investments and other assets-other | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 125	$ 131

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Investments in and Loans to Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Summarized Statements of Operations of Unconsolidated Affiliates Presented at 100 Percent

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

	Three Months Ended March 31,
	2014		2013
	(in millions)
Operating revenues	$	3,915	$	2,612
Operating expenses	3,645		2,450
Operating income	270		162
Net income	203		120
Net income attributable to members’ interests	165		91

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Fair Value Measurements - Fair Value of Financial Instruments Recorded and Carried at Book Value (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Book Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	$ 71	[1]	$ 71	[1]
Long-term Debt	13,494	[2]	13,668	[2]
Approximate Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	71	[1]	71	[1]
Long-term Debt, Fair Value	$ 14,808	[2]	$ 14,701	[2]

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

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

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Risk Management and Hedging Activities

3 Months Ended

Mar. 31, 2014

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

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

Effective January 2014, we instituted a commodity price risk management program at Western Canada Transmission and Processing’s Empress NGL business and elected to not apply cash flow hedge accounting.

At March 31, 2014, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,113 million to hedge against changes in the fair value of our fixed-rate debt that arise as a result of changes in market interest rates. These swaps also allow us to transform a portion of the underlying interest payments related to our long-term fixed-rate debt securities into variable-rate interest payments in order to achieve our desired mix of fixed and variable-rate debt.

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

	March 31, 2014						December 31, 2013
	Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount		Gross Amounts Presented in the Condensed Consolidated Balance Sheets		Amounts Not Offset in the Condensed Consolidated Balance Sheets		Net Amount
Description	(in millions)
Assets	$	19	$	2	$	17	$	23	$	3	$	20
Liabilities	3		2		1		6		3		3

At March 31, 2014, we had interest rate swaps with another counterparty which were in a liability position of $2 million which could be terminated by the counterparty if one of our credit ratings falls below investment grade. In addition, we had one interest rate swap with a counterparty which was in a liability position of $1 million which could be terminated at any time.

At March 31, 2014, we had commodity derivatives outstanding with a total notional amount of 121 million gallons. The longest dated commodity derivative contract we currently have expires in 2016.

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

	March 31, 2014
	Gross  Amounts		Gross Amounts Offset		Net Amount Presented in the Condensed Consolidated Balance Sheets
Description	(in millions)
Assets	$	133	$	133	$	—
Liabilities	137		133		4

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

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

		Three Months Ended March 31,
Derivatives	Condensed Consolidated Statement of Operations Caption	2014			2013
		(in millions)
Commodity derivatives	Sales of natural gas liquids	$	(3	)	n/a

Other than interest rate swaps and commodity derivatives described above, we did not have any significant derivatives outstanding during the three months ended March 31, 2014.

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Goodwill

The following presents changes in goodwill during 2014:

	Goodwill
	(in millions)
December 31, 2013	$	4,810
Acquisition of Express-Platte	37
Foreign currency translation	(59		)
March 31, 2014	$	4,788

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Guarantees and Indemnifications

3 Months Ended

Mar. 31, 2014

Guarantees [Abstract]

Guarantees and Indemnifications

Guarantees and Indemnifications

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

We have issued performance guarantees to customers and other third parties that guarantee the payment and performance of other parties, including certain non-100%-owned entities. In connection with our spin-off from Duke Energy Corporation (Duke Energy) in 2007, certain guarantees that were previously issued by us were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as of March 31, 2014 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 contractualexpirations.

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

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

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

As of March 31, 2014, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

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Risk Management and Hedging Activities - Commodity derivative assets and liabilities offsetting (Details) (Commodity Contract, USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Commodity Contract
Derivative Assets And Liabilities Offsetting Table Text Block [Line Items]
Derivative Liability	$ 4
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	133
Amounts Not Offset in the Condensed Consolidated Balance Sheets, Liabilities	137
Derivative Asset	0
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	133
Derivative Asset, Fair Value, Gross Asset	$ 133

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 467	$ 370
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	203	189
Deferred income tax expense	153	121
Equity in earnings of unconsolidated affiliates	(161)	(110)
Distributions received from unconsolidated affiliates	89	79
Other	(65)	(67)
Net cash provided by operating activities	686	582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(374)	(426)
Investments in and loans to unconsolidated affiliates	(18)	(87)
Acquisitions, net of cash acquired	0	(1,254)
Purchases of held-to-maturity securities	(198)	(293)
Proceeds from sales and maturities of held-to-maturity securities	167	266
Purchases of available-for-sale securities	(13)	(612)
Proceeds from sales and maturities of available-for-sale securities	5	619
Distributions received from unconsolidated affiliates	22	6
Other changes in restricted funds	7	7
Net cash used in investing activities	(402)	(1,774)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	300	1,848
Payments for the redemption of long-term debt	(284)	(495)
Net increase (decrease) in commercial paper	(102)	166
Distributions to noncontrolling interests	(39)	(32)
Proceeds from Noncontrolling Interests	6	0
Dividends paid on common stock	(228)	(208)
Contributions from the issuance of Spectra Energy Partners, LP common units	52	0
Other	5	8
Net cash provided by (used in) financing activities	(290)	1,287
Effect of exchange rate changes on cash	(2)	(1)
Net increase (decrease) in cash and cash equivalents	(8)	94
Cash and cash equivalents at beginning of period	201	94
Cash and cash equivalents at end of period	193	188
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 107	$ 188

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net Income	$ 467	$ 370
Other comprehensive income (loss)
Foreign currency translation adjustments	(248)	(189)
Unrealized mark-to-market net gain on hedges	2	3
Reclassification of cash flow hedges into earnings	2	2
Pension and benefits impact (net of taxes of $3 and $4, respectively)	7	11
Other	0	1
Total other comprehensive income (loss)	(237)	(172)
Total Comprehensive Income, net of tax	230	198
Less: Comprehensive Income—Noncontrolling Interests	44	27
Comprehensive Income—Controlling Interests	$ 186	$ 171

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Investments in and Loans to Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Loans to Unconsolidated Affiliates

Investments in and Loans to Unconsolidated Affiliates

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

	Three Months Ended March 31,
	2014		2013
	(in millions)
Operating revenues	$	3,915	$	2,612
Operating expenses	3,645		2,450
Operating income	270		162
Net income	203		120
Net income attributable to members’ interests	165		91

DCP Partners issues, from time to time, limited partner units to the public, which are recorded by DCP Midstream directly to its equity. Our proportionate share of gains from those issuances, totaling $48 million in the first quarter of 2014 and $43 million in the first quarter of 2013, are reflected in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	SE
Entity Registrant Name	SPECTRA ENERGY CORP.
Entity Central Index Key	0001373835
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	670,685,199

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Goodwill

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

The following presents changes in goodwill during 2014:

	Goodwill
	(in millions)
December 31, 2013	$	4,810
Acquisition of Express-Platte	37
Foreign currency translation	(59		)
March 31, 2014	$	4,788

See Note 2 for discussion of the acquisition of Express-Platte and an adjustment to Goodwill recorded in the first quarter of 2014 related to the acquisition.

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Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statement of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax	$ 3	$ 4

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Regulatory Matters

3 Months Ended

Mar. 31, 2014

Regulated Operations [Abstract]

Regulatory Matters

Regulatory Matters

Union Gas. In January 2014, Union Gas filed a notice of motion seeking leave to appeal to the Ontario Court of Appeal (Court of Appeal) for the unsuccessful appeal to the Ontario Divisional Court on the OEB’s treatment of 2011 revenues derived from the optimization of our upstream transportation contracts. A decision from the Court of Appeal on the notice of motion was issued in April 2014 granting leave to appeal. A hearing is expected later this year.

Union Gas filed an application with the OEB in May 2013 for the annual disposition of the 2012 non-commodity deferral account balances. A decision on that application was issued by the OEB in March 2014. Among other things, the OEB determined that revenues derived from the optimization of Union Gas’ upstream transportation contracts in 2012 will be treated as revenues and included in utility earnings instead of a reduction to gas costs. The decision also denied a proposal to recover certain over-refunds to customers and reduced incentive amounts related to Union Gas’ 2011 energy conservation program. As a result of this OEB decision, Union Gas recognized pre-tax income of $10 million, comprised of a $32 million increase in Transportation, Storage and Processing of Natural Gas revenues, a $15 million decrease in Distribution of Natural Gas revenues and a $7 million decrease in Other revenues on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014.

On May 2, 2014, Union Gas filed an application with the OEB for the annual disposition of its 2013 non-commodity deferral account balances. The combined impact is a net payable to customers of approximately $20 million which is primarily reflected as Current Liabilities—Other on the Condensed Consolidated Balance Sheet at March 31, 2014. A hearing and decision from the OEB is expected later this year.

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Business Segments

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Business Segments

Business Segments

In November 2013, Spectra Energy contributed substantially all of its remaining U.S. transmission, storage and liquids assets to SEP (the U.S. Assets Dropdown). As a result of this transaction, we realigned our reportable segments structure. Amounts presented herein for 2013 segment information have been recast to conform to our current segment reporting presentation. There were no changes to consolidated data as a result of the recast of our segment information.

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

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

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

Spectra Energy Partners provides transmission, storage and gathering of natural gas for customers in various regions of the northeastern and southeastern United States and operates a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions. 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 NGLs extraction, fractionation, transportation, storage and marketing to customers in western Canada, the northern tier of the United States and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses, and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline and BC Field Services operations are primarily subject to the rules and regulations of the NEB.

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas. In addition, this segment produces, fractionates, transports, stores, sells, markets and trades NGLs, and recovers and sells condensate. 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 located in nine major conventional and non-conventional natural gas producing regions: Mid-Continent, Rocky Mountain, East Texas-North Louisiana, Barnett Shale, Gulf Coast, South Texas, Central Texas, Antrim Shale and Permian Basin. DCP Midstream Partners, LP (DCP Partners) is a publicly-traded master limited partnership, of which DCP Midstream acts as general partner. As of March 31, 2014, DCP Midstream had an approximate 23% ownership interest in DCP Partners, including DCP Midstream’s limited partner and general partner interests.

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

Business Segment Data

Condensed Consolidated Statements of Operations	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues			Segment EBITDA/ Consolidated Earnings before Income Taxes
			(in millions)
Three Months Ended March 31, 2014
Spectra Energy Partners	$	581	$	—		$	581		$	429
Distribution	718		—			718			226
Western Canada Transmission & Processing	541		34			575			237
Field Services	—		—			—			130
Total reportable segments	1,840		34			1,874			1,022
Other	3		15			18			(17		)
Eliminations	—		(49		)	(49		)	—
Depreciation and amortization	—		—			—			200
Interest expense	—		—			—			178
Interest income and other	—		—			—			4
Total consolidated	$	1,843	$	—		$	1,843		$	631
Three Months Ended March 31, 2013
Spectra Energy Partners	$	459	$	—		$	459		$	347
Distribution	699		—			699			220
Western Canada Transmission & Processing	428		15			443			190
Field Services	—		—			—			88
Total reportable segments	1,586		15			1,601			845
Other	3		15			18			(14		)
Eliminations	—		(30		)	(30		)	—
Depreciation and amortization	—		—			—			186
Interest expense	—		—			—			149
Interest income and other	—		—			—			4
Total consolidated	$	1,589	$	—		$	1,589		$	500

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Environmental

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

Like others in the energy industry, we and our affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of our ongoing operations, sites formerly owned or used by us, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations. We believe there are no matters outstanding that upon resolution will have a material effect on our consolidated results of operations, financial position or cash flows.

Litigation

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

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of March 31, 2014 or December 31, 2013 related to litigation.

Other Commitments and Contingencies

See Note 16 for a discussion of guarantees and indemnifications.

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Marketable Securities and Restricted Funds

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

Marketable Securities and Restricted Funds

Marketable Securities and Restricted Funds

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

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Corporate debt securities	$	26	$	18
Money market funds	1		1
Total available-for-sale securities	$	27	$	19

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

	Estimated Fair Value
	March 31, 2014		December 31, 2013
	(in millions)
Restricted funds
Investments and other assets—other	$	1	$	1
Non-restricted funds
Current assets—other	2		7
Investments and other assets—other	24		11
Total available-for-sale securities	$	27	$	19

At March 31, 2014, the weighted-average contractual maturity of outstanding AFS securities was two years.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2014 or December 31, 2013.

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014		December 31, 2013
		(in millions)
Bankers acceptances	Current assets—other	$	57	$	35
Canadian government securities	Current assets—other	33		34
Money market funds	Current assets—other	10		3
Canadian government securities	Investments and other assets—other	125		131
Bankers acceptances	Investments and other assets—other	10		10
Total held-to-maturity securities		$	235	$	213

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte debt agreements. The funds restricted for M&N Canada, plus future cash from operations that would otherwise be available for distribution to the partners of M&N Canada, are required to be placed in escrow until the balance in escrow is sufficient to fund all future debt service on the M&N Canada 6.90% senior secured notes. There are sufficient funds held in escrow to fund all future debt service on these M&N Canada notes as of March 31, 2014.

At March 31, 2014, the weighted-average contractual maturity of outstanding HTM securities was one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2014 or December 31, 2013.

Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted funds as described above, we had other restricted funds totaling $13 million at March 31, 2014 and $19 million at December 31, 2013 classified as Current Assets—Other. These restricted funds are related to additional amounts for the M&N Canada debt service requirements and insurance.

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

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Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2014

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

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations				Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
							(in millions)
December 31, 2013	$	1,557		$	(304	)		$	(11	)	$	(1	)	$	1,241
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(244		)	7				2			—			(235		)
March 31, 2014	$	1,313		$	(297	)		$	(7	)	$	(1	)	$	1,008
December 31, 2012	$	2,044		$	(507	)		$	(23	)	$	(5	)	$	1,509
Reclassified to net income	—			—				2			—			2
Other AOCI activity	(186		)	11				3			1			(171		)
March 31, 2013	$	1,858		$	(496	)		$	(18	)	$	(4	)	$	1,340

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

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Marketable Securities and Restricted Funds - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Available-for-sale Securities Maximum	Mar. 31, 2014 Held-to-maturity Securities Maximum	Mar. 31, 2014 Other Current Assets	Dec. 31, 2013 Other Current Assets	Mar. 31, 2014 M&N Canada six point nine zero percent senior secured notes due 2014 to 2019 Maritimes & Northeast Pipeline Limited Partnership
Gain (Loss) on Investments [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					6.90%
Weighted-average contractual maturity of outstanding securities	2 years	1 year
Restricted Cash and Cash Equivalents, Current			$ 13	$ 19

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense for the three-month period ended March 31, 2014 was $164 million, compared to $130 million for the same period in 2013. The higher tax expense was driven mainly by higher earnings. The effective tax rate for income from continuing operations was 26% in both the three-month periods ended March 31, 2014 and 2013.

There was no material net change in unrecognized tax benefits recorded during the three-month period ended March 31, 2014. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $5 million to $10 million prior to March 31, 2015.

In September 2013, the U.S. Treasury and the Internal Revenue Service (IRS) issued final regulations regarding the deduction and capitalization of expenditures related to tangible property (tangible property regulations). The final IRS regulations apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are for tax years beginning on or after January 1, 2014. Early adoption of the regulations is permitted. We are currently evaluating the tangible property regulations and awaiting the release of additional regulations and industry specific guidance. We will continue to monitor any future changes in the tangible property regulations and evaluate these impacts on our financial statements.

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Earnings per Common Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

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

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2014		2013
	(in millions, except per-share amounts)
Net income—controlling interests	$	419	$	340
Weighted-average common shares outstanding
Basic	670		669
Diluted	672		670
Basic earnings per common share	$	0.63	$	0.51
Diluted earnings per common share	$	0.62	$	0.51

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Inventory

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventory

Inventory

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

	March 31, 2014		December 31, 2013
	(in millions)
Natural gas	$	57	$	155
NGLs	15		30
Materials and supplies	76		78
Total inventory	$	148	$	263

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Fair Value Measurements - Changes in Level 3 Assets and Liabilities that are Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Detail) (Long-term derivative liabilities, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Long-term derivative liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period	$ 3	$ 9
Total realized/unrealized losses (gains):
Included in earnings	4	1
Included in other comprehensive income	(3)	(4)
Settlements	1	0
Fair value, end of period	5	6
Total losses (gains) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets/liabilities held at the end of the period	$ 3	$ 1

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Risk Management and Hedging Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 gal
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate hedges	$ 1,113
Interest Rate Swaps One
Derivative [Line Items]
Derivative Liability, Fair Value, Gross Liability	1
Interest Rate Swaps Two
Derivative [Line Items]
Derivative Liability, Fair Value, Gross Liability	2
Commodity Contract
Derivative [Line Items]
Derivative Liability, Fair Value, Gross Liability	$ 137
Underlying, Derivative Volume	121,000,000
Derivative, Term of Contract	2016

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis with Fair Value Hierarchy Levels (Detail) (Fair Value, Measurements, Recurring, USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 81	$ 91
Fair Value Liabilities	8	9
Corporate debt securities | Cash and cash equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	35	49
Corporate debt securities | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	2	7
Corporate debt securities | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	24	11
Interest rate swaps | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	4	8
Interest rate swaps | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	15	15
Interest rate swaps | Other Current Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	3
Interest rate swaps | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities		6
Money market funds | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Commodity Contract | Other Current Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	3
Commodity Contract | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	1
Natural gas purchase contracts | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	1	3
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Level 1 | Money market funds | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	80	90
Fair Value Liabilities	3	6
Level 2 | Corporate debt securities | Cash and cash equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	35	49
Level 2 | Corporate debt securities | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	2	7
Level 2 | Corporate debt securities | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	24	11
Level 2 | Interest rate swaps | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	4	8
Level 2 | Interest rate swaps | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	15	15
Level 2 | Interest rate swaps | Other Current Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	3
Level 2 | Interest rate swaps | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities		6
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	5	3
Level 3 | Commodity Contract | Other Current Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	3
Level 3 | Commodity Contract | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	1
Level 3 | Natural gas purchase contracts | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	$ 1	$ 3

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Inventory (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Components of Inventory

The components of inventory are as follows:

	March 31, 2014		December 31, 2013
	(in millions)
Natural gas	$	57	$	155
NGLs	15		30
Materials and supplies	76		78
Total inventory	$	148	$	263

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Earnings per Common Share - Basic and Diluted Eps Calculations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Earnings Per Share [Abstract]
Net income-controlling interests	$ 419		$ 340
Weighted-average common shares outstanding
Basic (in shares)	670		669
Diluted (in shares)	672		670
Basic earnings per common share	$ 0.63		$ 0.51
Diluted earnings per common share	$ 0.62	[1]	$ 0.51	[1]

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjQyNGQ0YWQ0ZjNlNDRmMWVhMmQ5ZWU2NDUyZmQ5ODAwfFRleHRTZWxlY3Rpb246NzMyM0MxOEEyNDJFOEYyOUY5NTVGNDdERENEMDRCQTMM}

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Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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

Description	Condensed Consolidated Balance Sheet Caption	March 31, 2014
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	35	$	—	$	35	$	—
Corporate debt securities	Current assets—other	2		—		2		—
Interest rate swaps	Current assets—other	4		—		4		—
Corporate debt securities	Investments and other assets—other	24		—		24		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	81	$	1	$	80	$	—
Commodity derivatives	Current liabilities—other	$	3	$	—	$	—	$	3
Interest rate swaps	Current liabilities—other	3		—		3		—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Commodity derivatives	Deferred credits and other liabilities—regulatory and other	1		—		—		1
Total Liabilities		$	8	$	—	$	3	$	5

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	49	$	—	$	49	$	—
Corporate debt securities	Current assets—other	7		—		7		—
Interest rate swaps	Current assets—other	8		—		8		—
Corporate debt securities	Investments and other assets—other	11		—		11		—
Interest rate swaps	Investments and other assets—other	15		—		15		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	91	$	1	$	90	$	—
Natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	3	$	—	$	—	$	3
Interest rate swaps	Deferred credits and other liabilities—regulatory and other	6		—		6		—
Total Liabilities		$	9	$	—	$	6	$	3

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
Derivative liabilities
Fair value, beginning of period	$	3		$	9
Total realized/unrealized losses (gains):
Included in earnings	4			1
Included in other comprehensive income	(3		)	(4		)
Settlements	1			—
Fair value, end of period	$	5		$	6
Total losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to liabilities held at the end of the period	$	3		$	1

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

We do not have significant amounts of assets or liabilities measured and reported using Level 3 valuation techniques, which 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.

For the natural gas purchases contracts and commodity derivatives, we utilize data obtained from third-party sources for the determination of fair value. The expected future cash flows arising from our swaps are discounted to present value. In addition, credit default swap rates or historical average credit default rates by credit rating are used to develop the adjustment for credit risk embedded in our positions. As these transactions are limited, we believe a Level 3 classification is appropriate.

Financial Instruments

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

	March 31, 2014				December 31, 2013
	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)	13,494		14,808		13,668		14,701

__________

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

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

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

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

During the 2014 and 2013 periods, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2014

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

Our policy is to fund our retirement plans, where applicable, on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants or as required by legislation or plan terms. We made contributions of $5 million to our U.S. retirement plans in both of the three-month periods ended March 31, 2014 and 2013. We made total contributions to the Canadian DC and DB plans of $16 million in the three months ended March 31, 2014 and $23 million in the same period in 2013. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $39 million to the Canadian plans in 2014.

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Service cost benefit earned	$	5		$	5
Interest cost on projected benefit obligation	6			5
Expected return on plan assets	(10		)	(8		)
Amortization of loss	3			5
Net periodic pension cost	$	4		$	7
Canada
Service cost benefit earned	$	7		$	8
Interest cost on projected benefit obligation	13			13
Expected return on plan assets	(17		)	(17		)
Amortization of loss	6			9
Net periodic pension cost	$	9		$	13

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

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

	Three Months Ended March 31,
	2014			2013
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	2
Expected return on plan assets	(1		)	(1		)
Net periodic other post-retirement benefit cost	$	1		$	1
Canada
Service cost benefit earned	$	1		$	1
Interest cost on accumulated post-retirement benefit obligation	1			2
Net periodic other post-retirement benefit cost	$	2		$	3

Retirement/Savings Plan

In addition to the retirement plans described above, we also have defined contribution employee savings plans available to both U.S. and Canadian employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6% of eligible pay per pay period for U.S. employees and up to 5% of eligible pay per pay period for Canadian employees. We expensed pre-tax employer matching contributions of $3 million in both of the three-month periods ended March 31, 2014 and 2013 for U.S. employees and $3 million in both of the three-month periods for Canadian employees.

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Regulatory Matters - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Regulatory Matters [Line Items]
Net Income	$ 467	$ 370
Transportation, storage and processing of natural gas	887	800
Sales of natural gas liquids	187	112
Other	72	39
Operating revenues	1,843	1,589
Operating Expenses	363	332
Union Gas Limited | Other Current Liabilities
Regulatory Matters [Line Items]
Regulatory assets	20
Favorable Regulatory Action | Union Gas Limited
Regulatory Matters [Line Items]
Net Income	10
Transportation, storage and processing of natural gas	32
Positive Outcome of Litigation | Union Gas Limited
Regulatory Matters [Line Items]
Sales of natural gas liquids	15
Other	$ 7

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Issuances of SEP Units(Tables)

3 Months Ended

Mar. 31, 2014

Noncontrolling Interest [Abstract]

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

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

	Three Months Ended March 31,
	2014		2013
	(in millions)
Net income - controlling interests	$	419	$	340
Increase in additional paid-in capital resulting from issuances of SEP units	10		—
Total net income - controlling interests and changes in equity - controlling interests	$	429	$	340

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 193	$ 201
Receivables, net	1,378	1,336
Inventory	148	263
Under-recovery of Fuel Costs	199	28
Other	254	253
Total current assets	2,172	2,081
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	3,033	3,043
Goodwill	4,788	4,810
Other	393	385
Total investments and other assets	8,214	8,238
Property, Plant and Equipment
Cost	28,283	28,456
Less accumulated depreciation and amortization	6,673	6,627
Net property, plant and equipment	21,610	21,829
Regulatory Assets and Deferred Debits	1,388	1,385
Total Assets	33,384	33,533
Current Liabilities
Accounts payable	611	440
Commercial paper	917	1,032
Taxes accrued	87	72
Interest accrued	160	201
Current maturities of long-term debt	905	1,197
Other	1,007	1,097
Total current liabilities	3,687	4,039
Long-term Debt	12,600	12,488
Deferred Credits and Other Liabilities
Deferred income taxes	5,094	4,968
Regulatory and other	1,400	1,457
Total deferred credits and other liabilities	6,494	6,425
Commitments and Contingencies
Preferred Stock of Subsidiaries	258	258
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	0	0
Common stock, $0.001 par, 1 billion shares authorized, 671 million and 670 million shares outstanding at March 31, 2014 and December 31, 2013, respectively	1	1
Additional paid-in capital	4,880	4,869
Retained earnings	2,577	2,383
Accumulated other comprehensive income	1,008	1,241
Total controlling interests	8,466	8,494
Noncontrolling interests	1,879	1,829
Total equity	10,345	10,323
Total Liabilities and Equity	$ 33,384	$ 33,533

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Acquisition of Express-Platte

3 Months Ended

Mar. 31, 2014

Acquisition of Express-Platte [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisition of Express-Platte

In March 2013, we acquired 100% of the ownership interests in the Express-Platte crude oil pipeline system for $1.5 billion, consisting of $1.25 billion in cash and $260 million of acquired debt, before working capital adjustments. The Express-Platte pipeline system, which begins in Hardisty, Alberta, and terminates in Wood River, Illinois, is comprised of both the Express and Platte crude oil pipelines. The Express pipeline carries crude oil to U.S. refining markets in the Rockies area, including Montana, Wyoming, Colorado and Utah. The Platte pipeline, which interconnects with Express pipeline in Casper, Wyoming, transports crude oil predominantly from the Bakken shale and western Canada to refineries in the Midwest. In 2013, subsidiaries of Spectra Energy contributed a 100% interest in the U.S. portion of Express-Platte and sold a 100% ownership interest in the Canadian portion to SEP.

The following table summarizes the fair values of the assets and liabilities acquired as of the date of the acquisition.

	Purchase Price  Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments	71
Total	1,321
Cash	67
Receivables	25
Other current assets	9
Property, plant and equipment	1,251
Accounts payable	(18		)
Other current liabilities	(17		)
Deferred credits and other liabilities	(259		)
Long-term debt, including current portion	(260		)
Total assets acquired/liabilities assumed	798
Goodwill	$	523

The purchase price is greater than the sum of fair values of the net assets acquired, resulting in goodwill as noted above. The goodwill reflects the value of the strategic location of the pipeline and the opportunity to grow the business. Goodwill related to the acquisition of Express-Platte is not deductible for income tax purposes.

The allocation of the fair values of assets and liabilities acquired related to the acquisition of Express-Platte was finalized in the first quarter of 2014, resulting in the following adjustments to amounts reported as of December 31, 2013: a $60 million decrease in Property, Plant and Equipment, a $1 million decrease in Other Current Assets and a $24 million decrease in Deferred Credits and Other Liabilities, resulting in a $37 million increase in Goodwill.

Pro forma results of operations that reflect the acquisition of Express-Platte as if the acquisition had occurred as of the beginning of 2013 are not presented as they do not materially differ from actual results reported in our Condensed Consolidated Statements of Operations.

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Marketable Securities and Restricted Funds - Schedule of Restricted and Non-restricted Available for Sale Securities (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 27	$ 19
Investments and other assets-other
Schedule of Available-for-sale Securities [Line Items]
Restricted funds, Investments and other assets - other	1	1
Non-restricted funds, Investments and other assets - other	24	11
Other Current Assets
Schedule of Available-for-sale Securities [Line Items]
Non-restricted funds, Current assets - other	$ 2	$ 7

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Risk Management and Hedging Activities - Commodity derivative impact (Details) (Commodity Contract, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Commodity Contract
Commodity derivative impact [Line Items]
Derivative, Loss on Derivative	$ (3)

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Consolidating Financial Information

3 Months Ended

Mar. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Financial Information

Consolidating Financial Information

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

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Three Months Ended March 31, 2014
Total operating revenues	$	—		$	—	$	1,844	$	(1	)	$	1,843
Total operating expenses	4			—		1,201		(1		)	1,204
Operating income (loss)	(4		)	—		643		—			639
Equity in earnings of unconsolidated affiliates	—			—		161		—			161
Equity in earnings of consolidated subsidiaries	415			635		—		(1,050		)	—
Other income and expenses, net	(1		)	1		9		—			9
Interest expense	—			65		113		—			178
Earnings before income taxes	410			571		700		(1,050		)	631
Income tax expense (benefit)	(9		)	156		17		—			164
Net income	419			415		683		(1,050		)	467
Net income—noncontrolling interests	—			—		48		—			48
Net income—controlling interests	$	419		$	415	$	635	$	(1,050	)	$	419
Three Months Ended March 31, 2013
Total operating revenues	$	—		$	—	$	1,590	$	(1	)	$	1,589
Total operating expenses	2			—		1,082		(1		)	1,083
Operating income (loss)	(2		)	—		508		—			506
Equity in earnings of unconsolidated affiliates	—			—		110		—			110
Equity in earnings of consolidated subsidiaries	337			509		—		(846		)	—
Other income and expenses, net	(2		)	3		32		—			33
Interest expense	—			48		101		—			149
Earnings before income taxes	333			464		549		(846		)	500
Income tax expense (benefit)	(7		)	127		10		—			130
Net income	340			337		539		(846		)	370
Net income—noncontrolling interests	—			—		30		—			30
Net income—controlling interests	$	340		$	337	$	509	$	(846	)	$	340

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended March 31, 2014
Net income	$	419	$	415	$	683		$	(1,050	)	$	467
Other comprehensive income (loss)	2		—		(239		)	—			(237		)
Total comprehensive income, net of tax	421		415		444			(1,050		)	230
Less: comprehensive income—noncontrolling interests	—		—		44			—			44
Comprehensive income—controlling interests	$	421	$	415	$	400		$	(1,050	)	$	186
Three Months Ended March 31, 2013
Net income	$	340	$	337	$	539		$	(846	)	$	370
Other comprehensive income (loss)	4		—		(176		)	—			(172		)
Total comprehensive income, net of tax	344		337		363			(846		)	198
Less: comprehensive income—noncontrolling interests	—		—		27			—			27
Comprehensive income—controlling interests	$	344	$	337	$	336		$	(846	)	$	171

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2014

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	4	$	189	$	—		$	193
Receivables—consolidated subsidiaries	4		6		—		(10		)	—
Receivables—other	1		2		1,375		—			1,378
Other current assets	10		11		580		—			601
Total current assets	15		23		2,144		(10		)	2,172
Investments in and loans to unconsolidated affiliates	—		—		3,033		—			3,033
Investments in consolidated subsidiaries	13,497		19,814		—		(33,311		)	—
Advances receivable—consolidated subsidiaries	—		4,489		461		(4,950		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,788		—			4,788
Other assets	37		30		326		—			393
Property, plant and equipment, net	—		—		21,610		—			21,610
Regulatory assets and deferred debits	2		16		1,370		—			1,388
Total Assets	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384
Accounts payable—other	$	3	$	—	$	608	$	—		$	611
Accounts payable—consolidated subsidiaries	—		—		10		(10		)	—
Commercial paper	—		289		628		—			917
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	1		—		86		—			87
Current maturities of long-term debt	—		408		497		—			905
Other current liabilities	43		61		1,063		—			1,167
Total current liabilities	47		1,173		2,892		(425		)	3,687
Long-term debt	—		2,899		9,701		—			12,600
Advances payable—consolidated subsidiaries	4,950		—		—		(4,950		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	88		4,003		2,403		—			6,494
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,466		13,497		19,814		(33,311		)	8,466
Noncontrolling interests	—		—		1,879		—			1,879
Total equity	8,466		13,497		21,693		(33,311		)	10,345
Total Liabilities and Equity	$	13,551	$	24,372	$	36,947	$	(41,486	)	$	33,384

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	12	$	189	$	—		$	201
Receivables—consolidated subsidiaries	176		394		—		(570		)	—
Receivables—other	1		—		1,335		—			1,336
Other current assets	40		15		489		—			544
Total current assets	217		421		2,013		(570		)	2,081
Investments in and loans to unconsolidated affiliates	—		—		3,043		—			3,043
Investments in consolidated subsidiaries	13,244		19,403		—		(32,647		)	—
Advances receivable—consolidated subsidiaries	—		4,038		677		(4,715		)	—
Notes receivable—consolidated subsidiaries	—		—		3,215		(3,215		)	—
Goodwill	—		—		4,810		—			4,810
Other assets	39		30		316		—			385
Property, plant and equipment, net	—		—		21,829		—			21,829
Regulatory assets and deferred debits	3		17		1,365		—			1,385
Total Assets	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533
Accounts payable—other	$	4	$	—	$	436	$	—		$	440
Accounts payable—consolidated subsidiaries	89		—		481		(570		)	—
Commercial paper	—		344		688		—			1,032
Short-term borrowings—consolidated subsidiaries	—		415		—		(415		)	—
Taxes accrued	4		—		68		—			72
Current maturities of long-term debt	—		557		640		—			1,197
Other current liabilities	81		75		1,142		—			1,298
Total current liabilities	178		1,391		3,455		(985		)	4,039
Long-term debt	—		2,605		9,883		—			12,488
Advances payable—consolidated subsidiaries	4,715		—		—		(4,715		)	—
Notes payable—consolidated subsidiaries	—		2,800		—		(2,800		)	—
Deferred credits and other liabilities	116		3,869		2,440		—			6,425
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,494		13,244		19,403		(32,647		)	8,494
Noncontrolling interests	—		—		1,829		—			1,829
Total equity	8,494		13,244		21,232		(32,647		)	10,323
Total Liabilities and Equity	$	13,503	$	23,909	$	37,268	$	(41,147	)	$	33,533

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2014

(Unaudited)

(In millions)

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

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	340		$	337		$	539		$	(846	)	$	370
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			189			—			189
Equity in earnings of unconsolidated affiliates	—			—			(110		)	—			(110		)
Equity in earnings of consolidated subsidiaries	(337		)	(509		)	—			846			—
Distributions received from unconsolidated affiliates	—			—			79			—			79
Other	(79		)	138			(5		)	—			54
Net cash provided by (used in) operating activities	(76		)	(34		)	692			—			582
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(426		)	—			(426		)
Investments in and loans to unconsolidated affiliates	—			—			(87		)	—			(87		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(293		)	—			(293		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			266			—			266
Purchases of available-for-securities	—			—			(612		)	—			(612		)
Proceeds from sales and maturities of available-for-sale securities	—			—			619			—			619
Distributions received from unconsolidated affiliates	—			—			6			—			6
Advances to affiliates	—			(289		)	—			289			—
Other changes in restricted funds	—			—			7			—			7
Net cash used in investing activities	—			(289		)	(1,774		)	289			(1,774		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	—			1,848			—			—			1,848
Payments for the redemption of long-term debt	—			(495		)	—			—			(495		)
Net increase (decrease) in commercial paper	—			279			(113		)	—			166
Net decrease in short-term borrowings—consolidated    subsidiaries	—			(7		)	—			7			—
Distributions to noncontrolling interests	—			—			(32		)	—			(32		)
Dividends paid on common stock	(205		)	—			(3		)	—			(208		)
Distributions and advances from (to) affiliates	270			(1,300		)	1,326			(296		)	—
Other	11			(3		)	—			—			8
Net cash provided by financing activities	76			322			1,178			(289		)	1,287
Effect of exchange rate changes on cash	—			—			(1		)	—			(1		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	95			—			94
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	186		$	—		$	188

XML

Employee Benefit Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans	$ 16	$ 23
Anticipated contributions to the defined benefit plans in 2014	39
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans	5	5
Anticipated contributions to the defined benefit plans in 2014	22
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Percentage of employer contribution to eligible pay per pay period	6.00%
Expensed pre-tax employer matching contributions	3	3
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Percentage of employer contribution to eligible pay per pay period	5.00%
Expensed pre-tax employer matching contributions	$ 3	$ 3

XML

Debt and Credit Facilities (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Available Credit Facilities and Restrictive Debt Covenants

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2014		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2018	$	1,000	$	289	$	711
SEP
Multi-year syndicated (b)	2018	2,000		284		1,716
Westcoast Energy Inc.
Multi-year syndicated (c)	2016	271		—		271
Union Gas
Multi-year syndicated (d)	2016	362		344		18
Total		$	3,633	$	917	$	2,716

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 57% at March 31, 2014.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less, provided that for three fiscal quarters subsequent to certain acquisitions (such as the November 1, 2013 U.S. Assets Dropdown from Spectra Energy Corp), the ratio may be 5.5 to 1 or less. As of March 31, 2014, this ratio was 4.1 to 1 after giving effect to the U.S. Assets Dropdown.

(c) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 300 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 42% at March 31, 2014.

(d) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2014.

XML

Debt and Credit Facilities

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt and Credit Facilities

Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Commercial Paper Outstanding at March 31, 2014		Available Credit Facilities Capacity
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2018	$	1,000	$	289	$	711
SEP
Multi-year syndicated (b)	2018	2,000		284		1,716
Westcoast Energy Inc.
Multi-year syndicated (c)	2016	271		—		271
Union Gas
Multi-year syndicated (d)	2016	362		344		18
Total		$	3,633	$	917	$	2,716

___________

(a) Revolving credit facility contains a covenant requiring the Spectra Energy Corp consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was 57% at March 31, 2014.

(b) Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the credit agreement, of 5.0 to 1 or less, provided that for three fiscal quarters subsequent to certain acquisitions (such as the November 1, 2013 U.S. Assets Dropdown from Spectra Energy Corp), the ratio may be 5.5 to 1 or less. As of March 31, 2014, this ratio was 4.1 to 1 after giving effect to the U.S. Assets Dropdown.

(c) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 300 million Canadian dollars and contains a covenant that requires the Westcoast Energy Inc. non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 42% at March 31, 2014.

(d) U.S. dollar equivalent at March 31, 2014. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 64% at March 31, 2014.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of March 31, 2014, there were no letters of credit issued under the credit facilities or revolving borrowing outstanding.

Our credit agreements contain various covenants, including the maintenance of certain financial ratios. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of March 31, 2014, 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.

Term Loan. In 2013, Spectra Energy Capital, LLC (Spectra Capital) entered into a five-year $300 million unsecured delayed-draw term loan agreement which allowed for up to one borrowing prior to January 15, 2014. The full $300 million available under the agreement was borrowed on January 14, 2014. The borrowings are due in 2018 and are classified as Long-Term Debt on the Condensed Consolidated Balance Sheets. Proceeds from borrowing were used for general corporate purposes.