10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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  x    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  x    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  x    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  x

Number of shares of Common Stock, $0.001 par value, outstanding as of March 31, 2013: 669,196,502

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

March 31, 2013

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012		4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012		5
	Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012		6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012		8
	Condensed Consolidated Statements of Equity for the three months ended March 31, 2013 and 2012		9
	Notes to Condensed Consolidated Financial Statements		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		43
Item 4.	Controls and Procedures		43
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		44
Item 1A.	Risk Factors		44
Item 6.	Exhibits		45
	Signatures		46

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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

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

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

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

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

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

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

• the development of alternative energy resources;

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

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

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

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

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

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

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

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

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

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

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per-share amounts)

	Three Months Ended March 31,
	2013		2012
Operating Revenues
Transportation, storage and processing of natural gas	$	800	$	831
Distribution of natural gas		625		505
Sales of natural gas liquids		112		149
Transportation of crude oil		13		—
Other		39		59
Total operating revenues		1,589		1,544
Operating Expenses
Natural gas and petroleum products purchased		465		433
Operating, maintenance and other		332		321
Depreciation and amortization		186		184
Property and other taxes		100		88
Total operating expenses		1,083		1,026
Gains on Sales of Other Assets and Other, net		—		1
Operating Income		506		519
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		110		118
Other income and expenses, net		33		16
Total other income and expenses		143		134
Interest Expense		149		157
Earnings From Continuing Operations Before Income Taxes		500		496
Income Tax Expense From Continuing Operations		130		137
Income From Continuing Operations		370		359
Income From Discontinued Operations, net of tax		—		2
Net Income		370		361
Net Income—Noncontrolling Interests		30		28
Net Income—Controlling Interests	$	340	$	333
Common Stock Data
Weighted-average shares outstanding
Basic		669		652
Diluted		670		655
Earnings per share from continuing operations
Basic and Diluted	$	0.51	$	0.51
Earnings per share
Basic and Diluted	$	0.51	$	0.51
Dividends per share	$	0.305	$	0.28

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,
	2013			2012
Net Income	$	370		$	361
Other comprehensive income (loss)
Foreign currency translation adjustments		(189	)		162
Unrealized mark-to-market net gain on hedges		3			—
Reclassification of cash flow hedges into earnings		2			2
Pension and benefits impact		11			5
Other		1			—
Total other comprehensive income (loss)		(172	)		169
Total Comprehensive Income, net of tax		198			530
Less: Comprehensive Income—Noncontrolling Interests		27			30
Comprehensive Income—Controlling Interests	$	171		$	500

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	March 31, 2013		December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	188	$	94
Receivables, net		1,119		970
Inventory		128		309
Other		301		290
Total current assets		1,736		1,663
Investments and Other Assets
Investments in and loans to unconsolidated affiliates		2,801		2,692
Goodwill		4,887		4,513
Other		544		572
Total investments and other assets		8,232		7,777
Property, Plant and Equipment
Cost		27,670		26,257
Less accumulated depreciation and amortization		6,366		6,352
Net property, plant and equipment		21,304		19,905
Regulatory Assets and Deferred Debits		1,266		1,242
Total Assets	$	32,538	$	30,587

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	March 31, 2013		December 31, 2012
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	515	$	464
Commercial paper		1,415		1,259
Taxes accrued		89		67
Interest accrued		166		185
Current maturities of long-term debt		747		921
Other		831		895
Total current liabilities		3,763		3,791
Long-term Debt		12,280		10,653
Deferred Credits and Other Liabilities
Deferred income taxes		4,774		4,358
Regulatory and other		1,653		1,684
Total deferred credits and other liabilities		6,427		6,042
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, 669 million and 668 million shares outstanding at March 31, 2013 and December 31, 2012, respectively		1		1
Additional paid-in capital		5,298		5,297
Retained earnings		2,301		2,165
Accumulated other comprehensive income		1,340		1,509
Total controlling interests		8,940		8,972
Noncontrolling interests		870		871
Total equity		9,810		9,843
Total Liabilities and Equity	$	32,538	$	30,587

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,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	370		$	361
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		189			187
Deferred income tax expense		121			74
Equity in earnings of unconsolidated affiliates		(110	)		(118	)
Distributions received from unconsolidated affiliates		79			114
Other		(67	)		(72	)
Net cash provided by operating activities		582			546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(426	)		(343	)
Investments in and loans to unconsolidated affiliates		(87	)		—
Acquisitions, net of cash acquired		(1,254	)		(30	)
Purchases of held-to-maturity securities		(293	)		(861	)
Proceeds from sales and maturities of held-to-maturity securities		266			734
Purchases of available-for-sale securities		(612	)		—
Proceeds from sales and maturities of available-for-sale securities		619			14
Distributions received from unconsolidated affiliates		6			5
Other changes in restricted funds		7			79
Net cash used in investing activities		(1,774	)		(402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt		1,848			—
Payments for the redemption of long-term debt		(495	)		—
Net increase (decrease) in commercial paper		166			(26	)
Distributions to noncontrolling interests		(32	)		(27	)
Dividends paid on common stock		(208	)		(185	)
Other		8			24
Net cash provided by (used in) financing activities		1,287			(214	)
Effect of exchange rate changes on cash		(1	)		1
Net increase (decrease) in cash and cash equivalents		94			(69	)
Cash and cash equivalents at beginning of period		94			174
Cash and cash equivalents at end of period	$	188		$	105
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	188		$	157

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, 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
December 31, 2011	$	1	$	4,814		$	1,977		$	1,832		$	(559	)	$	831		$	8,896
Net income		—		—			333			—			—			28			361
Other comprehensive income		—		—			—			160			7			2			169
Dividends on common stock		—		—			(185	)		—			—			—			(185	)
Stock-based compensation		—		(1	)		—			—			—			—			(1	)
Distributions to noncontrolling interests		—		—			—			—			—			(25	)		(25	)
Spectra Energy common stock issued		—		9			—			—			—			—			9
March 31, 2012	$	1	$	4,822		$	2,125		$	1,992		$	(552	)	$	836		$	9,224

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.

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, currently operating in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. We provide transportation and storage of natural gas to customers in various regions of the northeastern and southeastern United States, the Maritime Provinces in Canada and 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). In addition, with the first quarter 2013 acquisition of the Express-Platte pipeline system, we own and operate a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions.

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, 2012, 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

On March 14, 2013, we acquired 100% of the ownership interests in the Express-Platte pipeline system from Borealis Infrastructure, the Ontario Teachers’ Pension Plan and Kinder Morgan Energy Partners for $1.49 billion, consisting of $1.25 billion in cash and $239 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, specifically Billings and Laurel, Montana, and Casper, Wyoming. The Platte pipeline, which interconnects with Express pipeline in Casper, transports crude oil predominantly from the Bakken and western Canada to refineries in the Midwest. These assets are a part of our new reportable business segment, “Liquids,” which also includes our one-third ownership interest in DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills).

10

The following table summarizes the preliminary fair values of the assets and liabilities acquired as of March 14, 2013. Subsequent adjustments may be recorded upon the completion of the valuation and the final determination of the purchase price allocation.

	Purchase Price Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments		71
Total		1,321
Cash		67
Receivables		21
Other current assets		2
Property, plant and equipment		1,352
Accounts payable		(20	)
Other current liabilities		(14	)
Deferred credits and other liabilities		(302	)
Long-term debt, including current portion		(239	)
Total assets acquired/liabilities assumed		867
Goodwill	$	454

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 crude oil pipeline and the opportunity to grow the business. Goodwill related to the acquisition of Express-Platte is not deductible for income tax purposes.

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

As of March 31, 2013, Express-Platte debt, including current maturities, totaled $237 million, consisting of $127 million of 7.39% subordinated notes due 2019 and $110 million of 6.09% senior notes due 2020. The notes are secured by the assignment of the Express-Platte transportation receivables and by the Canadian portion of the Express-Platte pipeline system assets.

3. Business Segments

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

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

U.S. Transmission provides transportation and storage of natural gas for customers in various regions of the northeastern and southeastern United States and the Maritime Provinces in Canada. The natural gas transmission and storage operations in the U.S. are primarily subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC). Spectra Energy Partners, LP (Spectra Energy Partners), a master limited partnership owned 61% by Spectra Energy as of March 31, 2013, is part of the U.S. Transmission segment.

11

Distribution provides retail natural gas distribution service in Ontario, Canada, as well as natural gas transportation 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 transportation of natural gas, natural gas gathering and processing services, and NGLs extraction, fractionation, transportation, storage and marketing to customers in western Canada and the northern tier of the United States. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses. BC Pipeline and BC Field Services operations are primarily subject to the rules and regulations of Canada’s National Energy Board (NEB).

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas. In addition, this segment also produces, fractionates, transports, stores, sells, markets and trades NGLs and 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 has a 26% ownership interest in DCP Midstream Partners, LP (DCP Partners), a master limited partnership.

Liquids, a newly formed segment effective with the March 2013 acquisition of Express-Platte, provides transportation of crude oil and NGLs. The Express pipeline carries crude oil from Alberta, Canada to refining markets in the Rockies area. The Platte pipeline, which interconnects with Express pipeline in Casper, Wyoming, transports crude oil predominantly from the Bakken and western Canada to refineries in the Midwest. These operations are primarily subject to the rules and regulations of the FERC and NEB. The Sand Hills and Southern Hills pipelines, currently under construction by DCP Midstream, will provide NGL transportation from the Permian Basin and Eagle Ford region to the premium NGL markets on the Gulf Coast, and from the Mid-Continent to Mont Belvieu, Texas, respectively. We have direct one-third ownership interests in Sand Hills and Southern Hills. DCP Midstream and Phillips 66 also each own direct one-third ownership interests in the two pipelines. Sand Hills and Southern Hills are subject to the rules and regulations of the FERC.

Our reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on earnings before interest and taxes (EBIT), which represents earnings from continuing operations (both operating and non-operating) before interest and taxes, net of noncontrolling interests related to those earnings. Cash, cash equivalents and short-term investments are managed centrally, so the associated realized and unrealized gains and losses from foreign currency transactions and interest and dividend income on those balances are excluded from the segments’ EBIT. Transactions between reportable segments are accounted for on the same basis as transactions with unaffiliated third parties.

12

Business Segment Data

Condensed Consolidated Statements of Operations

	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues (a)			Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes (a)
			(in millions)
Three Months Ended March 31, 2013
U.S. Transmission	$	481	$	3		$	484		$	266
Distribution		699		—			699			168
Western Canada Transmission & Processing		393		15			408			111
Field Services		—		—			—			88
Liquids		13		—			13			6
Total reportable segments		1,586		18			1,604			639
Other		3		12			15			(26	)
Eliminations		—		(30	)		(30	)		—
Interest expense		—		—			—			149
Interest income and other (b)		—		—			—			36
Total consolidated	$	1,589	$	—		$	1,589		$	500
Three Months Ended March 31, 2012
U.S. Transmission	$	493	$	2		$	495		$	271
Distribution		597		—			597			151
Western Canada Transmission & Processing		453		13			466			138
Field Services		—		—			—			93
Liquids		—		—			—			—
Total reportable segments		1,543		15			1,558			653
Other		1		20			21			(29	)
Eliminations		—		(35	)		(35	)		—
Interest expense		—		—			—			157
Interest income and other (b)		—		—			—			29
Total consolidated	$	1,544	$	—		$	1,544		$	496

(a) Excludes amounts associated with entities included in discontinued operations.

(b) Includes foreign currency transaction gains and losses and the add-back of noncontrolling interests related to segment EBIT.

13

Condensed Consolidated Balance Sheets

	March 31, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	12,895		$	12,630
Distribution		5,632			5,842
Western Canada Transmission & Processing		6,394			6,431
Field Services		1,272			1,235
Liquids (a)		2,503			513
Total reportable segments		28,696			26,651
Other (a)		4,408			4,475
Eliminations		(566	)		(539	)
Total consolidated	$	32,538		$	30,587

(a) The December 31, 2012 amounts presented for Liquids and Other have been re-cast to reflect the move of our investments in Sand Hills and Southern Hills, totaling $513 million, from Other to Liquids effective with the creation of the Liquids operating segment in the first quarter of 2013.

4. Regulatory Matters

Union Gas. Union Gas’ 2013 distribution rates are set under a cost of service framework since 2012 was the final year in Union Gas’s multi-year incentive regulation framework. Union Gas intends to file its application and evidence for another incentive regulation framework with the OEB during 2013.

In December 2012, Union Gas appealed the OEB’s decision on the disposition of the 2011 non-commodity deferral account balances to the Ontario Divisional Court. The basis of the appeal is impermissible retroactive ratemaking. A hearing is expected later this year.

Union Gas plans to file its application with the OEB in May 2013 for the annual disposition of the 2012 non-commodity deferral account balances. The application will include a proposal that revenues derived from the optimization of upstream transportation contracts in 2012 be treated as optimization revenues and included in utility earnings rather than a reduction to gas costs. Optimization revenues had been classified as utility earnings for 2008, 2009 and 2010, and were reclassified as a reduction to gas costs by the OEB in the 2011 non-commodity deferral account balances proceeding. The net impact on customers for the 2012 non-commodity deferral account balances, including the impact of earnings sharing, would be a receivable of approximately $1 million. If the OEB maintains that the 2012 revenues earned from the optimization of Union Gas’ upstream transportation contracts should be treated as a reduction to gas costs, 90% of which are to be credited to customers, the combined impact on customers would be a refund payable of approximately $17 million, which is reflected in the March 31, 2013 and December 31, 2012 Condensed Consolidated Balance Sheets.

5. Income Taxes

Income tax expense from continuing operations for the three months ended March 31, 2013 was $130 million, compared to $137 million for the same period in 2012. The effective tax rate for income from continuing operations for the three month periods ended March 31, 2013 was 26%, compared to 28% for the same period in 2012. The lower income tax expense and effective tax rate resulted primarily from a lower Canadian effective tax rate due to the recognition of regulatory tax benefits.

No material net change in unrecognized tax benefits was recognized during the three-month period ended March 31, 2013. Although uncertain, we believe the total amount of unrecognized tax benefits will not materially change prior to March 31, 2014.

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6. Discontinued Operations

Discontinued operations in 2012 was mostly comprised of the net effects of a settlement arrangement related to prior liquefied natural gas (LNG) contracts. Purchases and sales of propane under these agreements ended in 2012. See Note 9 for further discussion.

The following table summarizes results classified as Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Operations:

	Revenues		Pre-tax Earnings		Income Tax Expense		Income From Discontinued Operations, Net of Tax
	(in millions)
Three Months Ended March 31, 2012
Other	$	57	$	3	$	1	$	2
Total consolidated	$	57	$	3	$	1	$	2

7. 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,
	2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	340	$	331
Income from discontinued operations, net of tax—controlling interests		—		2
Net income—controlling interests	$	340	$	333
Weighted-average common shares outstanding
Basic		669		652
Diluted		670		655
Basic and diluted earnings per common share (a)
Continuing operations	$	0.51	$	0.51
Discontinued operations, net of tax		—		—
Total basic and diluted earnings per common share	$	0.51	$	0.51

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

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

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gas purchased is recorded in either accounts receivable or other current liabilities, 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, 2013		December 31, 2012
	(in millions)
Natural gas	$	36	$	200
NGLs		14		31
Materials and supplies		78		78
Total inventory	$	128	$	309

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,
	2013		2012
	(in millions)
Operating revenues	$	2,612	$	2,902
Operating expenses		2,450		2,694
Operating income		162		208
Net income		120		155
Net income attributable to members’ interests		91		144

DCP Midstream recorded gains on sales of common units of DCP Partners in the first quarters of 2013 and 2012 directly to DCP Midstream’s equity. Our proportionate 50% share, totaling $43 million and $21 million, respectively, was recorded in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

Related Party Transactions. In 2008, we entered into a settlement agreement related to certain LNG transportation contracts under which one of our subsidiaries’ claims were satisfied pursuant to commercial transactions involving the purchase of propane from certain parties. We subsequently entered into associated agreements with affiliates of DCP Midstream for the sale of these propane volumes. Net purchases and sales of propane under these arrangements are reflected as discontinued operations. Purchases of propane under the settlement agreement, and subsequent sales to affiliates of DCP Midstream, ended during the second quarter of 2012. Sales of propane to affiliates of DCP Midstream were $57 million for the three months ended March 31, 2012.

10. Goodwill

The following presents changes in goodwill during 2013:

December 31, 2012	$	4,513
Acquisition of Express-Platte		454
Foreign currency translation		(80	)
March 31, 2013	$	4,887

See Note 2 for discussion of the acquisition of Express-Platte.

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Our Empress NGL business, a reporting unit within Western Canada Transmission & Processing, is significantly affected by fluctuations in commodity prices. We updated our Empress NGL reporting unit’s impairment test using recent operational information, financial data and April 1, 2013 commodity prices, and concluded there was no impairment of goodwill related to Empress.

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, nor do we routinely sell marketable securities prior to their scheduled maturity dates. Therefore, we do not have any securities classified as trading securities. A portion of our investments of restricted funds, primarily funds held for the purpose of Spectra Energy Partners’ capital expenditures and acquisitions, and insurance-related funds, are classified as available-for-sale (AFS) marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to unexpected 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, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	157	$	164
Money market funds		1		1
Total available-for-sale investments	$	158	$	165

At March 31, 2013, the weighted-average contractual maturity of outstanding AFS securities was less than one year.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2013 or December 31, 2012.

During the fourth quarter of 2012, we invested the proceeds from Spectra Energy Partners’ issuance of common units in AFS marketable securities. These investments, which totaled $136 million as of March 31, 2013 and $141 million as of December 31, 2012, and are classified as Investments and Other Assets—Other on the Consolidated Balance Sheet, are restricted for the purpose of funding Spectra Energy Partners’ capital expenditures and acquisitions. We had an aggregate $137 million of restricted AFS securities as of March 31, 2013 and $142 million as of December 31, 2012 classified as Investments and Other Assets—Other.

HTM Securities. HTM securities are as follows:

	Estimated Fair Value
	March 31, 2013		December 31, 2012
	(in millions)
Canadian government securities	$	206	$	210
Bankers acceptances		77		52
Total held-to-maturity investments	$	283	$	262

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Restricted HTM marketable securities of $100 million as of March 31, 2013 and $76 million as of December 31, 2012 are classified as Current Assets—Other, and $183 million as of March 31, 2013 and $186 million as of December 31, 2012, are classified as Investments and Other Assets—Other. These securities are restricted funds pursuant to certain Maritimes & Northeast Pipeline Limited Partnership (M&N LP) debt agreements. These funds, plus future cash from operations that would have otherwise been available for distribution to the partners of M&N LP, were required to be placed in escrow until the balance in escrow was sufficient to fund all future debt service on the M&N LP notes. There were sufficient funds held in escrow to fund all future debt service on the M&N LP notes as of March 31, 2013.

At March 31, 2013, the weighted-average contractual maturity of outstanding HTM securities was less than one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2013 or December 31, 2012.

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 $14 million at March 31, 2013 and $21 million at December 31, 2012 classified as Current Assets—Other. These restricted funds are related to additional amounts for insurance.

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

12. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date		Total Credit Facilities Capacity		Outstanding at March 31, 2013						Available Credit Facilities Capacity
					Commercial Paper		Letters of Credit		Total
Spectra Energy Capital, LLC
Multi-year syndicated (a)		2016	$	1,500	$	792	$	7	$	799	$	701
Westcoast Energy Inc.
Multi-year syndicated (b)		2016		295		67		—		67		228
Union Gas
Multi-year syndicated (c)		2016		393		232		—		232		161
Spectra Energy Partners
Multi-year syndicated (d)		2016		700		324		—		324		376
Total			$	2,888	$	1,415	$	7	$	1,422	$	1,466

(a) 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%. This ratio was 61% at March 31, 2013.

(b) U.S. dollar equivalent at March 31, 2013. The 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 50% at March 31, 2013.

(c) U.S. dollar equivalent at March 31, 2013. The 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 65% at March 31, 2013.

(d) Credit facility contains a covenant that requires Spectra Energy Partners to maintain a ratio of total Debt-to-Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the credit agreement, of 5.0 or less. As of March 31, 2013, this ratio was 3.4. Adjusted EBITDA is a non-GAAP measure. Because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined

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differently by companies in our industry, Spectra Energy Partners’ definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered an alternative to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amounts available under the credit facilities. As of March 31, 2013, there were no revolving borrowings 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, 2013, 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.

As noted above, the terms of the Spectra Energy Capital, LLC (Spectra Capital) credit agreement requires 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 and Spectra Energy Partners’ debt and capitalization are excluded in the calculation of the ratio. This ratio was 61% at March 31, 2013.

Delayed-draw Term Loan Agreement. In December 2012, Spectra Capital entered into a three-year $1.2 billion unsecured delayed-draw term loan agreement which allowed for up to four borrowings prior to March 1, 2013. The full $1.2 billion available under the agreement was borrowed in the first quarter of 2013. These borrowings are due in 2015 and are classified as Long-Term Debt on the Condensed Consolidated Balance Sheets. Proceeds from borrowings under the term loan were used for general corporate purposes, including acquisitions and to refinance existing indebtedness.

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, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	63	$	—	$	63	$	—
Corporate debt securities	Current assets—other		19		—		19		—
Derivative assets—interest rate swaps	Current assets—other		6		—		6		—
Corporate debt securities	Investments and other assets—other		138		—		138		—
Derivative assets—interest rate swaps	Investments and other assets—other		40		—		40		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	267	$	1	$	266	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	6	$	—	$	—	$	6
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		9		—		9		—
Total Liabilities		$	15	$	—	$	9	$	6

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Description	Condensed Consolidated Balance Sheet Caption	December 31, 2012
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	52	$	—	$	52	$	—
Corporate debt securities	Current assets—other		16		—		16		—
Derivative assets—interest rate swaps	Current assets—other		13		—		13		—
Corporate debt securities	Investments and other assets—other		148		—		148		—
Derivative assets—interest rate swaps	Investments and other assets—other		48		—		48		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	278	$	1	$	277	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	9	$	—	$	—	$	9
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		12		—		12		—
Total Liabilities		$	21	$	—	$	12	$	9

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,
	2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings		1			(1	)
Included in other comprehensive income		(4	)		2
Fair value, end of period	$	6		$	15
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	$	1		$	(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.

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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.

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, 2013				December 31, 2012
	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)		12,982		14,907		11,518		13,539

(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.

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 2013 and 2012 periods, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

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 the processing plants 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, primarily around interest rate 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.

At March 31, 2013, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,596 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.

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

	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	March 31, 2013						December 31, 2012
	(in millions)
Assets	$	46	$	5	$	41	$	61	$	7	$	54
Liabilities		9		5		4		12		7		5

As of March 31, 2013, we had an interest rate swap with a counterparty which was in a net liability position of $4 million which could be terminated at any time. In addition, we had an interest rate swap with another counterparty which was in a net liability position of $5 million which could be terminated by the counterparty if one of our credit ratings falls below investment grade.

Other than interest rate swaps described above, we did not have any significant derivatives outstanding during the three months ended March 31, 2013.

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 insurance policies or 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.

Included in Deferred Credits and Other Liabilities—Regulatory and Other on the Condensed Consolidated Balance Sheets are undiscounted liabilities related to extended environmental-related activities totaling $12 million as of March 31, 2013 and $13 million as of December 31, 2012. These liabilities represent provisions for costs associated with remediation activities at some of our current and former sites, as well as other environmental contingent liabilities.

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.

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Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves recorded as of March 31, 2013 or December 31, 2012 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 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, 2013 was approximately $406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential amount of future payment of $201 million, expires in 2028. The remaining guarantees have no contractual expirations.

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

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

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

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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, 2013, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

17. 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 the three months ended March 31, 2013 and $6 million for the same period in 2012. We made total contributions to the Canadian plans of $23 million during the three months ended March 31, 2013 and $18 million for the same period in 2012. We anticipate that we will make total contributions of approximately $20 million to the U.S. plans and approximately $95 million to the Canadian plans in 2013.

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

	Three Months Ended March  31,
	2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	5		$	3
Interest cost on projected benefit obligation		5			6
Expected return on plan assets		(8	)		(8	)
Amortization of loss		5			4
Net periodic pension cost	$	7		$	5
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation		13			13
Expected return on plan assets		(17	)		(15	)
Amortization of loss		9			9
Net periodic pension cost	$	13		$	14

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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,
	2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	3
Expected return on plan assets		(1	)		(1	)
Net periodic other post-retirement benefit cost	$	1		$	2
Canada
Service cost benefit earned	$	1		$	2
Interest cost on accumulated post-retirement benefit obligation		2			2
Net periodic other post-retirement benefit cost	$	3		$	4

Retirement/Savings Plan

We have 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 during the three months ended March 31, 2013 and $4 million in the same period in 2012 for U.S. employees, and $3 million in both the three-month periods ended March 31, 2013 and 2012 for Canadian employees.

18. 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.

Certain amounts in the condensed consolidating statement of cash flows for the 2012 period, primarily cash flows related to intercompany receivables, payables and advances, have been reclassified to conform to the current period presentation.

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Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
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 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
Three Months Ended March 31, 2012
Total operating revenues	$	—		$	—	$	1,545	$	(1	)	$	1,544
Total operating expenses		2			—		1,025		(1	)		1,026
Gains on sales of other assets and other, net		—			—		1		—			1
Operating income (loss)		(2	)		—		521		—			519
Equity in earnings of unconsolidated affiliates		—			—		118		—			118
Equity in earnings of subsidiaries		329			486		—		(815	)		—
Other income and expenses, net		(1	)		—		17		—			16
Interest expense		—			48		109		—			157
Earnings from continuing operations before income taxes		326			438		547		(815	)		496
Income tax expense (benefit) from continuing operations		(7	)		109		35		—			137
Income from continuing operations		333			329		512		(815	)		359
Income from discontinued operations, net of tax		—			—		2		—			2
Net income		333			329		514		(815	)		361
Net income—noncontrolling interests		—			—		28		—			28
Net income—controlling interests	$	333		$	329	$	486	$	(815	)	$	333

26

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended 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
Three Months Ended March 31, 2012
Net income	$	333	$	329	$	514		$	(815	)	$	361
Other comprehensive income		4		1		164			—			169
Total comprehensive income, net of tax		337		330		678			(815	)		530
Less: comprehensive income—noncontrolling interests		—		—		30			—			30
Comprehensive income—controlling interests	$	337	$	330	$	648		$	(815	)	$	500

27

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	186	$	—		$	188
Receivables—consolidated subsidiaries		157		—		—		(157	)		—
Receivables—other		1		56		1,062		—			1,119
Other current assets		13		17		399		—			429
Total current assets		171		75		1,647		(157	)		1,736
Investments in and loans to unconsolidated affiliates		—		70		2,731		—			2,801
Investments in consolidated subsidiaries		13,195		17,076		—		(30,271	)		—
Advances receivable—consolidated subsidiaries		—		5,503		—		(5,503	)		—
Notes receivable—consolidated subsidiaries		—		—		905		(905	)		—
Goodwill		—		—		4,887		—			4,887
Other assets		39		56		449		—			544
Property, plant and equipment, net		—		—		21,304		—			21,304
Regulatory assets and deferred debits		3		17		1,246		—			1,266
Total Assets	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538
Accounts payable—other	$	5	$	92	$	418	$	—		$	515
Accounts payable—consolidated subsidiaries		—		72		85		(157	)		—
Commercial paper		—		792		623		—			1,415
Short-term borrowings—consolidated subsidiaries		—		905		—		(905	)		—
Accrued taxes payable		9		—		80		—			89
Current maturities of long-term debt		—		398		349		—			747
Other current liabilities		41		92		864		—			997
Total current liabilities		55		2,351		2,419		(1,062	)		3,763
Long-term debt		—		4,240		8,040		—			12,280
Advances payable—consolidated subsidiaries		4,228		—		1,275		(5,503	)		—
Deferred credits and other liabilities		185		3,011		3,231		—			6,427
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,940		13,195		17,076		(30,271	)		8,940
Noncontrolling interests		—		—		870		—			870
Total equity		8,940		13,195		17,946		(30,271	)		9,810
Total Liabilities and Equity	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538

28

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	3	$	91	$	—		$	94
Receivables—consolidated subsidiaries		164		—		—		(164	)		—
Receivables—other		1		56		913		—			970
Other current assets		17		23		559		—			599
Total current assets		182		82		1,563		(164	)		1,663
Investments in and loans to unconsolidated affiliates		—		70		2,622		—			2,692
Investments in consolidated subsidiaries		12,974		14,969		—		(27,943	)		—
Advances receivable—consolidated subsidiaries		—		5,658		—		(5,658	)		—
Notes receivable—consolidated subsidiaries		—		—		912		(912	)		—
Goodwill		—		—		4,513		—			4,513
Other assets		39		67		466		—			572
Property, plant and equipment, net		—		—		19,905		—			19,905
Regulatory assets and deferred debits		3		14		1,225		—			1,242
Total Assets	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587
Accounts payable—other	$	4	$	74	$	386	$	—		$	464
Accounts payable—consolidated subsidiaries		—		91		73		(164	)		—
Commercial paper		—		513		746		—			1,259
Short-term borrowings—consolidated subsidiaries		—		912		—		(912	)		—
Accrued taxes payable		10		—		57		—			67
Current maturities of long-term debt		—		744		177		—			921
Other current liabilities		61		106		913		—			1,080
Total current liabilities		75		2,440		2,352		(1,076	)		3,791
Long-term debt		—		2,550		8,103		—			10,653
Advances payable—consolidated subsidiaries		3,957		—		1,701		(5,658	)		—
Deferred credits and other liabilities		194		2,896		2,952		—			6,042
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,972		12,974		14,969		(27,943	)		8,972
Noncontrolling interests		—		—		871		—			871
Total equity		8,972		12,974		15,840		(27,943	)		9,843
Total Liabilities and Equity	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587

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 cash provided 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-sale 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

Spectra Energy Corp

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	333		$	329		$	514		$	(815	)	$	361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			187			—			187
Equity in earnings of unconsolidated affiliates		—			—			(118	)		—			(118	)
Equity in earnings of consolidated subsidiaries		(329	)		(486	)		—			815			—
Distributions received from unconsolidated affiliates		—			—			114			—			114
Other		(55	)		94			(37	)		—			2
Net cash provided by (used in) operating activities		(51	)		(63	)		660			—			546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		—			—			(343	)		—			(343	)
Acquisitions		—			—			(30	)		—			(30	)
Purchases of held-to-maturity securities		—			—			(861	)		—			(861	)
Proceeds from sales and maturities of held-to-maturity securities		—			—			734			—			734
Proceeds from sales and maturities of available-for-sale securities		—			—			14			—			14
Distributions received from unconsolidated affiliates		—			—			5			—			5
Advances to affiliates		—			(122	)		—			122			—
Other changes in restricted funds		—			—			79			—			79
Net cash used in investing activities		—			(122	)		(402	)		122			(402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in commercial paper		—			85			(111	)		—			(26	)
Distributions to noncontrolling interests		—			—			(27	)		—			(27	)
Dividends paid on common stock		(185	)		—			—			—			(185	)
Distributions and advances from (to) affiliates		213			100			(191	)		(122	)		—
Other		23			—			1			—			24
Net cash provided by (used in) financing activities		51			185			(328	)		(122	)		(214	)
Effect of exchange rate changes on cash		—			—			1			—			1
Net decrease in cash and cash equivalents		—			—			(69	)		—			(69	)
Cash and cash equivalents at beginning of period		—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	2		$	103		$	—		$	105

31

19. New Accounting Pronouncements

There were no significant accounting pronouncements adopted during the three months ended March 31, 2013 that had a material impact on our consolidated results of operations, financial position or cash flows.

20. Subsequent Events

In April 2013, Spectra Energy Partners issued 5.2 million common units to the public, representing limited partner interests, and 0.1 million general partner units to Spectra Energy. Total net proceeds to Spectra Energy Partners were $193 million (net proceeds to Spectra Energy were $190 million) and are restricted for the purposes of funding Spectra Energy Partners’ capital expenditures and acquisitions.

On May 2, 2013, subsidiaries of Spectra Energy entered into definitive agreements with respect to Express-Platte, under which the subsidiaries will contribute a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners and sell a 100% ownership interest in the Canadian portion to Spectra Energy Partners. Aggregate consideration for the transactions will be approximately $823 million, consisting of approximately $555 million in cash, $139 million in newly issued Spectra Energy Partners partnership units and $129 million of acquired Express-Platte debt. The transactions are expected to close in the third quarter of 2013, subject to regulatory approval and the satisfaction of customary closing conditions.

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

INTRODUCTION

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

Executive Overview

For the three months ended March 31, 2013 and 2012, we reported net income from controlling interests of $340 million and $333 million, respectively.

The highlights for the three months ended March 31, 2013 include the following:

• U.S. Transmission experienced lower transportation and storage revenues and higher operating costs, substantially offset by higher earnings from expansion projects at Texas Eastern Transmission, LP (Texas Eastern),

• Distribution’s earnings benefited from higher customer usage as a result of colder weather and an increase in 2013 rates, partially offset by lower transportation revenues,

• Western Canada Transmission & Processing’s results reflected lower earnings in the conventional gathering and processing business, driven by anticipated lower contracted volumes and lower interruptible revenues, and lower earnings at Empress due primarily to lower propane sales prices,

• Field Services earnings decreased mostly due to lower commodity prices and lower gathering and processing margins, partially offset by increased gains associated with the issuance of partnership units by DCP Partners and a reduction in depreciation expense attributable to an increase in the remaining useful lives of gathering, transmission, processing, storage and other assets during the second quarter of 2012, and

• Liquid’s results primarily reflect the earnings of Express-Platte from the date of acquisition in March 2013.

On March 14, 2013, we closed our acquisition of Express-Platte. Express-Platte forms a significant part of our new reportable business segment, “Liquids,” which also includes our one-third ownership interests in Sand Hills and Southern Hills. See Notes 2 and 3 of Notes to Condensed Consolidated Financial Statements for further discussion.

32

In the first quarter of 2013, we had $505 million of capital and investment expenditures in addition to the acquisition of Express-Platte. Excluding the acquisition of Express-Platte, we currently project approximately $2.2 billion of capital and investment expenditures for the full year, including expansion capital expenditures of approximately $1.4 billion. Expansion projects for 2013 are on track.

We are committed to an investment-grade balance sheet and continued prudent financial management of our capitalization 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 issuance of long-term debt. We have access to approximately $1.5 billion available under our credit facilities as of March 31, 2013, to be utilized as needed for effective working capital management.

RESULTS OF OPERATIONS

	Three Months Ended March 31,
	2013		2012
	(in millions)
Operating revenues	$	1,589	$	1,544
Operating expenses		1,083		1,026
Gains on sales of other assets and other, net		—		1
Operating income		506		519
Other income and expenses		143		134
Interest expense		149		157
Earnings from continuing operations before income taxes		500		496
Income tax expense from continuing operations		130		137
Income from continuing operations		370		359
Income from discontinued operations, net of tax		—		2
Net income		370		361
Net income—noncontrolling interests		30		28
Net income—controlling interests	$	340	$	333

Operating Revenues. The $45 million, or 3%, increase was driven mainly by:

• an increase in customer usage of natural gas largely due to weather that was 22% colder than in 2012, growth in the number of customers, an increase in 2013 rates as approved by the OEB and higher natural gas prices passed through to customers at Distribution, partially offset by

• lower propane sales prices and lower sales volumes of residual natural gas and NGLs at the Empress NGL business and lower gathering and processing revenues due to anticipated lower contracted volumes and lower interruptible revenues at Western Canada Transmission & Processing, and

• lower transportation revenues, primarily at Texas Eastern, and lower storage revenues, both at U.S. Transmission.

Operating Expenses. The $57 million, or 6%, increase was driven mainly by:

• an increase in volumes of natural gas sold largely due to colder weather, growth in the number of customers and higher natural gas prices passed through to customers at Distribution, partially offset by

• decreased volumes of natural gas purchases for extraction and lower input costs caused primarily by lower extraction premiums from the Empress operations at Western Canada Transmission & Processing.

33

Operating Income. The $13 million, or 3%, decrease was mostly attributable to lower earnings in the conventional gathering and processing business driven by anticipated lower contracted volumes and lower interruptible revenues, and lower NGL earnings primarily due to lower propane sales prices related to the Empress operations at Western Canada Transmission & Processing, and lower transportation and storage revenues at U.S. Transmission. These decreases in operating income were partially offset by an increase in customer usage of natural gas due to colder weather, an increase in 2013 rates at Distribution and the acquisition of Express-Platte in the first quarter of 2013.

Other Income and Expenses. The $9 million increase was attributable to higher allowance for funds used during construction (AFUDC) resulting from increased capital spending on expansion projects at U.S. Transmission, partially offset by lower equity earnings from Field Services. The lower equity earnings were mostly due to lower commodity prices and a decrease in gathering and processing margins, partially offset by an increase in gains associated with the issuance of partnership units by DCP Partners and a reduction in depreciation expense attributable to an increase of the remaining useful lives of DCP Midstream’s gathering, transmission, processing, storage and other assets during the second quarter of 2012.

Interest Expense. The $8 million decrease was primarily due to increased capitalized interest resulting from our investments in Sand Hills and Southern Hills in the fourth quarter of 2012.

Income Tax Expense from Continuing Operations. The $7 million decrease was primarily a result of a lower Canadian effective tax rate. The effective tax rate for income from continuing operations was 26% in the first quarter of 2013 compared to 28% in the first quarter of 2012.

Net Income—Noncontrolling Interests. The $2 million increase was driven by the Spectra Energy Partners public sale of partner units and the transfer of a 38.76% interest in Maritimes & Northeast Pipeline, L.L.C. (M&N LLC) from Spectra Energy to Spectra Energy Partners, both in the fourth quarter of 2012.

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

Segment Results

Management evaluates segment performance based on EBIT, which represents earnings from continuing operations (both operating and non-operating) before interest and taxes, net of noncontrolling interests related to those earnings. Cash, cash equivalents and investments are managed centrally, so the gains and losses on foreign currency remeasurement, and interest and dividend income on those balances, are excluded from the segments’ EBIT. We consider segment EBIT to be a good indicator of each segment’s operating performance from its continuing operations, as it represents the results of our ownership interest in operations without regard to financing methods or capital structures.

34

Our segment EBIT may not be comparable to similarly titled measures of other companies because other companies may not calculate EBIT in the same manner. Segment EBIT is summarized in the following table and detailed discussions follow:

EBIT by Business Segment

	Three Months Ended March 31,
	2013			2012
	(in millions)
U.S. Transmission	$	266		$	271
Distribution		168			151
Western Canada Transmission & Processing		111			138
Field Services		88			93
Liquids		6			—
Total reportable segment EBIT		639			653
Other		(26	)		(29	)
Total reportable segment and other EBIT		613			624
Interest expense		149			157
Interest income and other (a)		36			29
Earnings from continuing operations before income taxes.	$	500		$	496

(a) Includes foreign currency transaction gains and losses and the add-back of noncontrolling interests related to segment EBIT.

Noncontrolling interests as presented in the following segment-level discussions includes only noncontrolling interests related to EBIT of non-100%-owned subsidiaries. It does not include noncontrolling interests related to interest and taxes of those operations. The amounts discussed below include intercompany transactions that are eliminated in the Condensed Consolidated Financial Statements.

U.S. Transmission

	Three Months Ended March 31,
	2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	484	$	495	$	(11	)
Operating expenses
Operating, maintenance and other		154		157		(3	)
Depreciation and amortization		72		70		2
Gains on sales of other assets and other, net		—		1		(1	)
Operating income		258		269		(11	)
Other income and expenses		41		31		10
Noncontrolling interests		33		29		4
EBIT	$	266	$	271	$	(5	)
Proportional throughput, TBtu (a)		838		763		75

(a) Trillion British thermal units. Revenues are not significantly affected by pipeline throughput fluctuations, since revenues are primarily composed of demand charges.

35

Operating Revenues. The $11 million decrease was driven by:

• an $11 million decrease from lower transportation revenues primarily at Texas Eastern and lower storage revenues, and

• a $9 million decrease in recoveries of electric power and other costs passed through to customers, partially offset by

• a $7 million increase from expansion projects, and

• a $2 million increase in processing revenues associated with pipeline operations primarily due to higher volumes.

Operating, Maintenance and Other. The $3 million decrease was driven by:

• an $8 million decrease in electric power and other costs passed through to customers, partially offset by

• a $5 million increase primarily due to higher employee benefit costs.

Depreciation and Amortization. The $2 million increase was mainly driven by expansion projects and capital expenditures.

Other Income and Expenses. The $10 million increase was primarily due to higher AFUDC resulting from increased capital spending on expansion projects.

Noncontrolling Interests. The $4 million increase was driven by the Spectra Energy Partners public sale of partner units and the transfer of a 38.76% interest in M&N LLC from Spectra Energy to Spectra Energy Partners, both in the fourth quarter of 2012.

EBIT. The $5 million decrease was driven by lower transportation and storage revenues and higher operating costs, substantially offset by higher earnings from expansions at Texas Eastern.

Distribution

	Three Months Ended March 31,
	2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	699	$	597	$	102
Operating expenses
Natural gas purchased		369		286		83
Operating, maintenance and other		111		107		4
Depreciation and amortization		51		53		(2	)
EBIT	$	168	$	151	$	17
Number of customers, thousands		1,382		1,363		19
Heating degree days, Fahrenheit		3,525		2,893		632
Pipeline throughput, TBtu		314		267		47
Canadian dollar exchange rate, average		1.01		1.00		0.01

36

Operating Revenues. The $102 million increase was driven by:

• a $75 million increase in customer usage of natural gas primarily due to weather that was 22% colder than the same period in 2012,

• a $16 million increase from growth in the number of customers,

• a $16 million increase from higher distribution rates in accordance with an OEB rate order effective January 1, 2013, and

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

• a $9 million decrease as a result of the sharing of revenues realized from the optimization of upstream transportation contracts in accordance with the OEB rate order effective January 1, 2013.

Natural Gas Purchased. The $83 million increase was driven by:

• a $56 million increase due to higher volumes of natural gas sold primarily due to colder weather,

• a $14 million increase from growth in the number of customers, and

• a $12 million increase from higher natural gas prices passed through to customers.

Operating, Maintenance and Other. The $4 million increase was primarily driven by higher employee benefit costs.

EBIT. The $17 million increase was largely the result of higher customer usage due to colder weather and an increase in 2013 rates as approved by the OEB, partially offset by lower transportation revenues.

Western Canada Transmission & Processing

	Three Months Ended March 31,
	2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	408	$	466	$	(58	)
Operating expenses
Natural gas and petroleum products purchased		111		161		(50	)
Operating, maintenance and other		143		131		12
Depreciation and amortization		52		47		5
Operating income		102		127		(25	)
Other income and expenses		9		11		(2	)
EBIT	$	111	$	138	$	(27	)
Pipeline throughput, TBtu		184		177		7
Volumes processed, TBtu		175		179		(4	)
Empress inlet volumes, TBtu		121		171		(50	)
Canadian dollar exchange rate, average		1.01		1.00		0.01

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Operating Revenues. The $58 million decrease was driven by:

• a $20 million decrease due to lower propane sales prices associated with the Empress NGL business,

• a $17 million decrease due primarily to lower sales volumes of residual natural gas at the Empress operations,

• a $16 million decrease in NGL sales volumes at Empress caused primarily by reduced customer demand for butane and normal butane, and

• a $12 million decrease in gathering and processing revenues due primarily to anticipated lower contracted volumes and lower interruptible revenues, partially offset by

• a $6 million increase in transmission revenues due primarily to expansion, and

• a $3 million increase in carbon and other non-income tax expense from customers.

Natural Gas and Petroleum Products Purchased. The $50 million decrease was driven by:

• a $21 million decrease in volumes of natural gas purchases for extraction at Empress,

• a $20 million decrease as a result of lower input costs for the Empress facility caused primarily by lower extraction premiums, and

• a $7 million decrease in volumes of make-up gas purchases at Empress primarily as a result of lower plant inlet volumes.

Operating, Maintenance and Other. The $12 million increase was driven by:

• an $8 million increase due primarily to higher maintenance costs partially due to scheduling, and

• a $3 million increase in carbon and other non-income tax expense.

Depreciation and Amortization. The $5 million increase was driven mainly by expansion projects placed in service and maintenance capital incurred.

Other Income and Expenses. The $2 million decrease was driven primarily by lower AFUDC resulting from decreased capital spending on expansion projects that are in progress.

EBIT. The $27 million decrease was driven mainly by lower earnings in the conventional gathering and processing business driven by anticipated lower contracted volumes and lower interruptible revenues, and lower earnings at the Empress NGL business due primarily to lower propane sales prices.

Matters Affecting Future Western Canada Transmission & Processing Results

Certain commodity prices, specifically NGLs, have fluctuated in 2012 and 2013, and are generally lower than prior year levels. Our Empress NGL business is significantly affected by fluctuations in commodity prices. We updated our Empress NGL reporting unit’s impairment test using recent operational information, financial data and April 1, 2013 commodity prices, and concluded there was no impairment of goodwill. The updated fair value of our Empress NGL reporting unit was substantially in excess of its carrying value as of April 1, 2013. Should NGL prices decline significantly from recent levels and further reduce earnings at the Empress NGL business, this could result in a triggering event that would warrant a re-testing of impairment for goodwill relating to the Empress NGL reporting unit, which could result in an impairment.

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Field Services

	Three Months Ended March 31,
	2013		2012		Increase (Decrease)
	(in millions, except where noted)
Equity in earnings of unconsolidated affiliates	$	88	$	93	$	(5	)
EBIT	$	88	$	93	$	(5	)
Natural gas gathered and processed/transported, TBtu/d (a,b)		6.9		7.2		(0.3	)
NGL production, MBbl/d (a,c)		396		412		(16	)
Average natural gas price per MMBtu (d,e)	$	3.34	$	2.74	$	0.60
Average NGL price per gallon (f)	$	0.74	$	1.00	$	(0.26	)
Average crude oil price per barrel (g)	$	94.66	$	102.84	$	(8.18	)

(a) Reflects 100% of volumes.

(b) Trillion British thermal units per day.

(c) Thousand barrels per day.

(d) Average price based on NYMEX Henry Hub.

(e) Million British thermal units.

(f) Does not reflect results of commodity hedges.

(g) Average price based on NYMEX calendar month.

EBIT. Lower equity earnings of $5 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $35 million decrease from commodity-sensitive processing arrangements due to decreased NGL and crude oil prices, net of increased natural gas prices,

• a $12 million decrease in gathering and processing margins attributable to weather and third-party outages in 2013, lower recoveries and efficiencies, and unfavorable volumes in certain of DCP Midstream’s geographic regions due to volume decline, and

• an $11 million decrease attributable to unfavorable results from gas and NGL marketing, partially offset by

• a $22 million increase in gains associated with the issuance of partnership units by DCP Partners in 2013 compared to 2012,

• a $20 million increase due to decreased depreciation expense as a result of changes to the remaining useful lives of DCP Midstream’s gathering, transmission, processing, storage and other assets during the second quarter of 2012. The key contributing factor to the change is an increase in estimated remaining economically recoverable commodity reserves, resulting from advances in extraction processes as well as improved technology used to locate commodity reserves,

• a $6 million increase in earnings from DCP Partners as a result of mark-to-market gains on derivative instruments used to protect distributable cash flows and growth, and

• a $5 million increase attributable to a decreased interest expense due to higher capitalized interest in 2013, and decreased income tax expense.

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Liquids

	Three Months Ended March 31,
	2013			2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	13		$	—	$	13
Operating expenses
Operating, maintenance and other		5			—		5
Depreciation and amortization		1			—		1
Operating income		7			—		7
Other income and expenses		(1	)		—		(1	)
EBIT	$	6		$	—	$	6
Express pipeline receipts, MBbl/d		207			—		207
Platte total pipeline deliveries, MBbl/d		212			—		212
Platte PADD II deliveries, MBbl/d		167			—		167
Canadian dollar exchange rate, average		1.01			—		1.01

Express-Platte, acquired in March 2013, forms a significant part of the Liquids segment, along with our direct equity investments in Sand Hills and Southern Hills.

EBIT. The $6 million increase was primarily the earnings of Express-Platte from the date of acquisition.

Other

	Three Months Ended March 31,
	2013			2012			Increase (Decrease)
	(in millions)
Operating revenues	$	15		$	21		$	(6	)
Operating expenses		44			49			(5	)
Operating loss		(29	)		(28	)		(1	)
Other income and expenses		3			(1	)		4
EBIT	$	(26	)	$	(29	)	$	3

EBIT. The $3 million increase reflects lower corporate costs, including employee benefit costs.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2013, we had negative working capital of $2,027 million. This balance includes commercial paper totaling $1,415 million and current maturities of long-term debt of $747 million. We will rely upon cash flows from operations and various financing transactions, which may include issuances of short-term and long-term debt, to fund our liquidity and capital requirements for the next 12 months. We have access to four revolving credit facilities, with total combined capital commitments of $2,888 million, with $1,466 million available at March 31, 2013. These facilities are used principally as back-stops for commercial paper programs or for the issuance of letters of credit. At Union Gas, we primarily use commercial paper to support short-term working capital fluctuations. At Spectra Capital, Spectra Energy Partners and Westcoast, we primarily use commercial paper for temporary funding of capital expenditures. 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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Operating Cash Flows

Net cash provided by operating activities increased $36 million to $582 million for the three months ended March 31, 2013 compared to the same period in 2012, driven mostly by higher deferred taxes in 2013, partially offset by lower distributions received from DCP Midstream.

Investing Cash Flows

Net cash used in investing activities increased $1,372 million to $1,774 million in the first three months of 2013 compared to the same period in 2012. This change was driven primarily by the acquisition of Express-Platte in 2013.

	Three Months Ended March  31,
	2013		2012
	(in millions)
Capital and Investment Expenditures
U.S. Transmission (a)	$	218	$	117
Distribution		37		38
Western Canada Transmission & Processing		165		174
Liquids (b)		75		—
Other		10		14
Total	$	505	$	343

(a) Excludes $30 million paid in 2012 for amounts previously withheld from the purchase price consideration of the acquisition of Bobcat Gas Storage in 2010.

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

Capital and investment expenditures for the three months ended March 31, 2013 consisted of $413 million for expansion projects and $92 million for maintenance and other projects.

Excluding the acquisition of Express-Platte discussed below, we project 2013 capital and investment expenditures of approximately $2.2 billion, consisting of approximately $1.0 billion for U.S. Transmission, $0.4 billion for Distribution, $0.5 billion for Western Canada Transmission & Processing, $0.3 billion for Liquids. Total projected 2013 capital and investment expenditures include approximately $1.4 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.

On March 14, 2013, we acquired Express-Platte for $1.49 billion, consisting of $1.25 billion in cash and $239 million of acquired debt, before working capital adjustments. The acquisition was primarily funded through the issuance of stock and debt. See Note 2 of Notes to Condensed Consolidated Financial Statements for further discussion of the acquisition of Express-Platte.

Financing Cash Flows and Liquidity

Net cash provided by financing activities totaled $1,287 million in the first three months of 2013 compared to $214 million used in financing activities in the same period of 2012. This change was driven by:

• a $1,353 million increase in net long-term debt issuances in 2013, primarily used to fund the acquisition of Express-Platte, and

• a $166 million increase in the proceeds from commercial paper issued in 2013 compared to a $26 million decrease in 2012.

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On February 28, 2013, Spectra Capital issued $650 million aggregate principal amount of 3.3% notes due in 2023. Net proceeds from the offering were used to refinance the $495 million of our 6.25% notes that matured on February 15, 2013, repay commercial paper, fund capital expenditures and for other general corporate purposes.

In the first quarter of 2013, Spectra Capital borrowed the full $1.2 billion available under an unsecured delayed-draw term loan agreement which allowed for up to four borrowings prior to March 1, 2013. These borrowings are due in 2015. Proceeds from the borrowings were used for general corporate purposes, including acquisitions and to refinance existing indebtedness.

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 and Spectra Energy Partners’ debt and equity are excluded in the calculation of the ratio. As of March 31, 2013, this ratio was 61%. Our equity and, as a result, this ratio, are 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, 2013, it is unlikely 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 at least $0.08 per year through 2014. In the long-term, we anticipate paying dividends at an average payout level of approximately 65% of our net income from controlling interests per share of common stock. The actual payout level, however, may vary from year to year depending on earnings levels. 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 $0.305 per common share on April 29, 2013 payable on June 10, 2013 to shareholders of record at the close of business on May 10, 2013.

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, and Spectra Energy Partners 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. In addition, as of March 31, 2013, Westcoast and Union Gas have an aggregate 1.4 billion Canadian dollars (approximately $1.3 billion) available for the issuance of debt securities in the Canadian market under debt shelf prospectuses.

In April 2013, Spectra Energy Partners issued 5.2 million common units to the public, representing limited partner interests, and 0.1 million general partner units to Spectra Energy. Total net proceeds to Spectra Energy Partners were $193 million (net proceeds to Spectra Energy were $190 million) and are restricted for the purposes of funding Spectra Energy Partners’ capital expenditures and acquisitions.

42

OTHER ISSUES

New Accounting Pronouncements. There were no significant accounting pronouncements adopted during the three months ended March 31, 2013 that had a material impact on our consolidated results of operations, financial position or cash flows.

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, 2012. We believe our exposure to market risk has not changed materially since then.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2013, 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, 2013 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

43

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, 2012, which could materially affect our financial condition or future results. Other than the risk factors below, there have been no material changes to those risk factors.

Reductions in demand for natural gas and oil, and low market prices of commodities adversely affect our operations and cash flows.

Our regulated businesses are generally economically stable and are not significantly affected in the short-term by changing commodity prices. However, all of our businesses can be negatively affected in the long term by sustained downturns in the economy or long-term conservation efforts, which could affect long-term demand and market prices for natural gas, oil and NGLs, all of which are beyond our control and could impair the ability to meet long-term goals.

Most of our revenues are based on regulated tariff rates, which include the recovery of certain fuel costs. However, lower overall economic output would cause a decline in the volume of natural gas transported and distributed or gathered and processed at our plants, and a decline in the volumes of oil transported, resulting in lower earnings and cash flows. This decline would primarily affect distribution revenues in the short term. Transmission revenues could be affected by long-term economic declines that result in the non-renewal of long-term contracts at the time of expiration. Lower demand for natural gas and oil, and lower prices for natural gas, oil and NGLs could result from multiple factors that affect the markets where we operate, including:

• weather conditions, such as abnormally mild winter or summer weather that cause lower energy usage for heating or cooling purposes, respectively;

• supply of and demand for energy commodities, including any decreases in the production of natural gas and oil which could negatively affect our processing and transmission businesses due to lower throughput;

• capacity and transmission service into, or out of, our markets; and

• petrochemical demand for NGLs.

The lack of availability of natural gas and oil resources may cause customers to seek alternative energy resources, which could materially affect our revenues, earnings and cash flows.

Our natural gas and oil businesses are dependent on the continued availability of natural gas and oil production and reserves. Prices for natural gas and oil, regulatory limitations on the development of natural gas and oil supplies, or a shift in supply sources could adversely affect development of additional reserves and production that are accessible by our pipeline, gathering, processing and distribution assets. Lack of commercial quantities of natural gas and oil available to these assets could cause customers to seek alternative energy resources, thereby reducing their reliance on our services, which in turn would materially affect our revenues, earnings and cash flows.

44

Gathering and processing, natural gas transmission and storage, crude oil transportation and storage, and gas distribution activities involve numerous risks that may result in accidents or otherwise affect our operations.

There are a variety of hazards and operating risks inherent in natural gas gathering and processing, transmission, storage, and distribution activities, and crude oil transportation and storage, such as leaks, explosions, mechanical problems, activities of third parties and damage to pipelines, facilities and equipment caused by hurricanes, tornadoes, floods, fires and other natural disasters, that could cause substantial financial losses. In addition, these risks could result in significant injury, loss of life, significant damage to property, environmental pollution and impairment of operations, any of which could result in substantial losses. For pipeline and storage assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the level of damage resulting from these risks could be greater. We do not maintain insurance coverage against all of these risks and losses, and any insurance coverage we might maintain may not fully cover the damages caused by those risks and losses. Therefore, should any of these risks materialize, it could have a material effect on our business, earnings, financial condition and cash flows.

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.

45

(a) Exhibits

Exhibit Number
4.1	Sixteenth Supplement Indenture, dated as of February 28, 2013, between Spectra Energy Capital, LLC, Spectra Energy Corp and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit No. 4.1 to Form 8-K on February 28, 2013).
*+10.1	Form of Phantom Stock Award Agreement (2013) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*+10.2	Form of Performance Award Agreement (cash) (2013) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*+10.3	Form of Performance Award Agreement (stock) (2013) pursuant to the Spectra Energy Corp 2007 Long-Term Incentive Plan.
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema.
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*101.LAB	XBRL Taxonomy Extension Label Linkbase.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

+ 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, 2013	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: May 8, 2013	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

46

EX-10.1

EXHIBIT 10.1

SPECTRA ENERGY CORP

PHANTOM STOCK AWARD AGREEMENT

This Phantom Stock Award 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 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, 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. 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 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 rights as, a shareholder of the Company by virtue of this Award. The 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

2013 Phantom Award Agreement

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).

(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 within the meaning of Code Section 22(e)(3) as applicable, the Phantom Stock units subject to this Award shall vest immediately.

(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.

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.

(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 paragraph, “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

2013 Phantom Award Agreement 2

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 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).

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 mean (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 felony or crime involving moral turpitude, (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, or (v) the failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates; 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 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, 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; 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, 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 and (N) Louisiana; 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 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

2013 Phantom Award Agreement 3

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 in Section 4 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. 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.

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 cash lump sum 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 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 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. 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 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 one (1) share of Common Stock for each full vested unit of Phantom Stock and any fractional vested unit of Phantom Stock shall not be payable unless and until subsequent vesting results in a

2013 Phantom Award Agreement 4

full unit of Phantom Stock becoming vested. 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 unit of Phantom Stock became vested, or if later, payable) 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 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 less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Phantom Stock units became vested, or if later, payable.

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 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 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. Conflicts with Plan, Correction of Errors, and Grantee’s Consent. 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 Award comply with, or be exempt from, the requirements of Code Section 409A or any Canadian law equivalent, as applicable. Accordingly, this Agreement, and any terms contained herein, shall be interpreted as necessary to comply with, or be exempt from, the requirements of Code

2013 Phantom Award Agreement 5

Section 409A, or any Canadian law equivalent, as applicable. Grantee consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of any such amendment. Further, to the extent that any term of this Agreement is ambiguous, such term shall be interpreted as necessary to comply with, or be exempt from, the requirements of Code Section 409A, or any Canadian law equivalent, as determined by the Company.

Section 13. Grantee Confidentiality Obligations. In accepting this Phantom Stock Award, Grantee acknowledges that Grantee is obligated under Company policy, and under federal and state 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 14. 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 a period of seven (7) years following Grantee’s termination of employment with the Company and its affiliates. 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 15. 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 16. 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 17. Arbitration Agreement. The Grantee and Company both agree that any dispute arising out of or related to this Agreement 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 17 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 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]

2013 Phantom Award Agreement 6

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)

2013 Phantom Award Agreement 7

EX-10.2

EXHIBIT 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 (the “Award”) and the Performance Share units and tandem Dividend Equivalents that are subject hereto. 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 cash equal to the Fair Market Value 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 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. 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, 2013 and ending December 31, 2015 (“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, 2012;

B = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2015; 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.

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 Grantee is in violation of any obligation identified in Section 3, (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. For the purposes of this Agreement, “Cause” for termination by the Company, or employing Subsidiary, of the Grantee’s employment shall mean (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 felony or crime involving moral turpitude, (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

2013 Performance Award Agreement - Cash 2

material breach by the Grantee of the Company’s Code of Business Ethics, or (v) the failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates; 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 within the meaning of Code Section 22(e)(3), 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 within the meaning of Code Section 22(e)(3), 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.

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 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 derivatives thereof; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids; and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including 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 and (N) Louisiana; 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 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

2013 Performance Award Agreement - Cash 3

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 in Section 3 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. 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. Any Dividend Equivalent subject to this Award shall expire at the time its tandem Performance Share unit (i) is vested and paid, or deferred, (ii) is forfeited, or (iii) expires.

Section 5. Dividend Equivalent Payment. Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Performance Share unit that is vested and paid shall be paid in cash to the Grantee as soon as practicable following the vesting and payment of the Performance Share unit and in no event later 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 payment of Performance Share units under this Award and, because of the timing of the declaration of a particular cash dividend declared and paid on Common Stock, 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 payment with respect to such dividend. 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 cash 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 by the Grantee 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 cash equal to the Fair Market Value 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 Section 6.

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

2013 Performance Award Agreement - Cash 4

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 and state 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 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 a period of seven (7) years following Grantee’s termination of employment with the Company and its affiliates. The provisions of this paragraph shall not apply to contact initiated by an employee or contractor of the Company or its affiliates in response to a general solicitation of applications for employment. Grantee agrees that this Agreement is subject to the provisions of this paragraph.

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

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

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. This 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. Conflicts with Plan, Correction of Errors, and Grantee’s Consent. 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 Company and the Grantee that this Award comply with, or be exempt from, the requirements of Code Section 409A, or any Canadian law equivalent, as applicable. Accordingly, Grantee consents to such amendment

2013 Performance Award Agreement - Cash 5

of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of any such amendment. Further, to the extent that any term of this Agreement is ambiguous, such term shall be interpreted as necessary to comply with, or be exempt from, the requirements of Code Section 409A, or any Canadian law equivalent, as determined by the Company.

Section 16. Arbitration Agreement. The Grantee and Company both agree that any dispute arising out of or related to this Agreement 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 16 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 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:

Ameren Corporation (AEE)

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)

Questar Corporation (STR)

Sempra Energy (SRE)

TransCanada Corporation (TRP)

The Williams Companies, Inc. (WMB)

Xcel Energy Inc. (XEL)

2013 Performance Award Agreement - Cash 8

EX-10.3

EXHIBIT 10.3

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 (the “Award”) and the Performance Share units and tandem Dividend Equivalents that are subject hereto. 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 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. 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, 2013 and ending December 31, 2015 (“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, 2012;

B = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2015; 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.

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 Grantee is in violation of any obligation identified in Section 3, (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. For the purposes of this Agreement, “Cause” for termination by the Company, or employing Subsidiary, of the Grantee’s employment shall mean (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 felony or crime involving moral turpitude, (iii) an egregious act of dishonesty by the Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a

2013 Performance Award Agreement - Stock 2

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, or (v) the failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates; 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 within the meaning of Code Section 22(e)(3), 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 within the meaning of Code Section 22(e)(3), 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.

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 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 derivatives thereof; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids; and sales and marketing of natural gas, domestically and abroad; and any other business in which the Company, including 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 and (N) Louisiana; 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 and Grantee intend the above restrictions on competition in geographical areas to be

2013 Performance Award Agreement - Stock 3

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 in Section 3 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. 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. Any Dividend Equivalent subject to this Award shall expire at the time its tandem Performance Share unit (i) is vested and paid, or deferred, (ii) is forfeited, or (iii) expires.

Section 5. Dividend Equivalent Payment. Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Performance Share unit that is vested and paid shall be paid in cash to the Grantee as soon as practicable following the vesting and payment of the Performance Share unit and in no event later 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 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

2013 Performance Award Agreement - Stock 4

discretion, payment, instead of being made in shares of Common Stock, shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Performance Share units became vested.

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 and state 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 a period of seven (7) years following Grantee’s termination of employment with the Company and its affiliates. The provisions of this paragraph shall not apply to contact initiated by an employee or contractor of the Company or its affiliates in response to a general solicitation of applications for employment. Grantee agrees that this Agreement is subject to the provisions of this paragraph.

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

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

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. This 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.

2013 Performance Award Agreement - Stock 5

Section 15. Conflicts with Plan, Correction of Errors, and Grantee’s Consent. 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 Company and the Grantee that this Award comply with, or be exempt from, the requirements of Code Section 409A, or any Canadian law equivalent, as applicable. Accordingly, Grantee consents to such amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of any such amendment. Further, to the extent that any term of this Agreement is ambiguous, such term shall be interpreted as necessary to comply with, or be exempt from, the requirements of Code Section 409A, or any Canadian law equivalent, as determined by the Company.

Section 16. Arbitration Agreement. The Grantee and Company both agree that any dispute arising out of or related to this Agreement 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 16 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 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]

2013 Performance Award Agreement - Stock 6

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)

2013 Performance Award Agreement - Stock 7

EXHIBIT A

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

Ameren Corporation (AEE)

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)

Questar Corporation (STR)

Sempra Energy (SRE)

TransCanada Corporation (TRP)

The Williams Companies, Inc. (WMB)

Xcel Energy Inc. (XEL)

2013 Performance Award Agreement - Stock 8

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, 2013	/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, 2013	/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, 2013 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, 2013	/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, 2013 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, 2013	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

XML

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

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,
	2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	5		$	3
Interest cost on projected benefit obligation		5			6
Expected return on plan assets		(8	)		(8	)
Amortization of loss		5			4
Net periodic pension cost	$	7		$	5
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation		13			13
Expected return on plan assets		(17	)		(15	)
Amortization of loss		9			9
Net periodic pension cost	$	13		$	14

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,
	2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	3
Expected return on plan assets		(1	)		(1	)
Net periodic other post-retirement benefit cost	$	1		$	2
Canada
Service cost benefit earned	$	1		$	2
Interest cost on accumulated post-retirement benefit obligation		2			2
Net periodic other post-retirement benefit cost	$	3		$	4

XML

Summary Financial Information for DCP Midstream Presented at 100 Percent (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Related Party Transaction [Line Items]
Operating revenues	$ 1,589	[1]	$ 1,544	[1]
Operating expenses	1,083		1,026
Operating Income	506		519
Net income	370		361
Net income attributable to members' interests	340		333
Unconsolidated Affiliates | DCP Midstream, LLC
Related Party Transaction [Line Items]
Operating revenues	2,612		2,902
Operating expenses	2,450		2,694
Operating Income	162		208
Net income	120		155
Net income attributable to members' interests	$ 91		$ 144

[1] Excludes amounts associated with entities included in discontinued operations.

XML

Regulatory Matters - Additional Information (Detail) (Union Gas Limited, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Receivables	Mar. 31, 2013 Customer Receipts	Dec. 31, 2012 Customer Receipts
Regulatory Matters [Line Items]
Percentage of revenue to be credited to customers if transportation contracts should be treated as offset to gas costs	90.00%
Regulatory Liabilities			$ 17	$ 17
Regulatory assets		$ 1

XML

Qualified and Non Qualified Pension Plans Components of Net Periodic Pension Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 5	$ 3
Interest cost on projected benefit obligation	5	6
Expected return on plan assets	(8)	(8)
Amortization of loss	5	4
Net periodic cost	7	5
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	8	7
Interest cost on projected benefit obligation	13	13
Expected return on plan assets	(17)	(15)
Amortization of loss	9	9
Net periodic cost	$ 13	$ 14

XML

Changes in Goodwill (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Goodwill [Line Items]
December 31, 2012	$ 4,513
Acquisition of Express-Platte	454
Foreign currency translation	(80)
March 31, 2013	$ 4,887

XML

Business Segment Data - Condensed Consolidated Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Assets	$ 32,538		$ 30,587
US Transmission
Segment Reporting Information [Line Items]
Assets	12,895		12,630
Distribution
Segment Reporting Information [Line Items]
Assets	5,632		5,842
Western Canada Transmission & Processing
Segment Reporting Information [Line Items]
Assets	6,394		6,431
Field Services
Segment Reporting Information [Line Items]
Assets	1,272		1,235
Liquids
Segment Reporting Information [Line Items]
Assets	2,503	[1]	513	[1]
Total reportable segments
Segment Reporting Information [Line Items]
Assets	28,696		26,651
Other
Segment Reporting Information [Line Items]
Assets	4,408	[1]	4,475	[1]
Eliminations
Segment Reporting Information [Line Items]
Assets	$ (566)		$ (539)

[1] The December 31, 2012 amounts presented for Liquids and Other have been re-cast to reflect the move of our investments in Sand Hills and Southern Hills, totaling $513 million, from Other to Liquids effective with the creation of the Liquids operating segment in the first quarter of 2013.

XML

Investments in and Loans to Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2013

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,
	2013		2012
	(in millions)
Operating revenues	$	2,612	$	2,902
Operating expenses		2,450		2,694
Operating income		162		208
Net income		120		155
Net income attributable to members’ interests		91		144

XML

Condensed Consolidating Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net income	$ 370	$ 361
Other comprehensive income (loss)	(172)	169
Total comprehensive income, net of tax	198	530
Less: comprehensive income-noncontrolling interests	27	30
Comprehensive income-controlling interests	171	500
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net income	340	333
Other comprehensive income (loss)	4	4
Total comprehensive income, net of tax	344	337
Comprehensive income-controlling interests	344	337
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net income	337	329
Other comprehensive income (loss)		1
Total comprehensive income, net of tax	337	330
Comprehensive income-controlling interests	337	330
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income	539	514
Other comprehensive income (loss)	(176)	164
Total comprehensive income, net of tax	363	678
Less: comprehensive income-noncontrolling interests	27	30
Comprehensive income-controlling interests	336	648
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income	(846)	(815)
Total comprehensive income, net of tax	(846)	(815)
Comprehensive income-controlling interests	$ (846)	$ (815)

XML

Marketable Securities and Restricted Funds - Additional Information (Detail) (USD $) In Millions, unless otherwise specified					3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Spectra Energy Partners, LP	Dec. 31, 2012 Spectra Energy Partners, LP	Mar. 31, 2013 Maximum	Mar. 31, 2013 Current Assets-Other	Dec. 31, 2012 Current Assets-Other	Mar. 31, 2013 Investments and Other Assets-Other	Dec. 31, 2012 Investments and Other Assets-Other
Gain (Loss) on Investments [Line Items]
Contractual maturities of outstanding AFS securities					1 year
Other restricted available for sale securities, noncurrent			$ 136	$ 141				$ 137	$ 142
Held-to-maturity marketable securities	283	262				100	76	183	186
Maximum contractual maturities of outstanding HTM securities					1 year
Other current assets, restricted funds						$ 14	$ 21

XML

Subsequent Events - Additional Information (Detail) (USD $) In Millions, unless otherwise specified					1 Months Ended
	Mar. 14, 2013 Express-Platte	May 02, 2013 Subsequent Event Spectra Energy Partners, LP Express-Platte	May 02, 2013 Subsequent Event Spectra Energy Partners, LP Express-Platte U.S.	May 02, 2013 Subsequent Event Spectra Energy Partners, LP Express-Platte Canada	Apr. 30, 2013 Subsequent Event Issuance of Equity	Apr. 30, 2013 Subsequent Event Issuance of Equity Spectra Energy Partners, LP	Apr. 30, 2013 Subsequent Event Issuance of Equity Limited Partner	Apr. 30, 2013 Subsequent Event Issuance of Equity General Partner
Subsequent Event [Line Items]
Partners units issued							5.2	0.1
Net proceeds from the issuance of partners units						$ 193
Proceeds from the issuance of Spectra Energy Partners, LP common units					190
Percentage of ownership interests Acquired	100.00%		40.00%	100.00%
Purchase price	1,321	823
Cash purchase price	1,250	555
Acquisition of additional interest units issued		139
Acquisition of ownership interest liabilities assumed		$ 129

XML

Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost on accumulated post-retirement benefit obligation	$ 2	$ 3
Expected return on plan assets	(1)	(1)
Net periodic cost	1	2
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	2
Interest cost on accumulated post-retirement benefit obligation	2	2
Net periodic cost	$ 3	$ 4

XML

Consolidating Financial Information

3 Months Ended

Mar. 31, 2013

Consolidating Financial Information

18. 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.

Certain amounts in the condensed consolidating statement of cash flows for the 2012 period, primarily cash flows related to intercompany receivables, payables and advances, have been reclassified to conform to the current period presentation.

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, 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 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
Three Months Ended March 31, 2012
Total operating revenues	$	—		$	—	$	1,545	$	(1	)	$	1,544
Total operating expenses		2			—		1,025		(1	)		1,026
Gains on sales of other assets and other, net		—			—		1		—			1
Operating income (loss)		(2	)		—		521		—			519
Equity in earnings of unconsolidated affiliates		—			—		118		—			118
Equity in earnings of subsidiaries		329			486		—		(815	)		—
Other income and expenses, net		(1	)		—		17		—			16
Interest expense		—			48		109		—			157
Earnings from continuing operations before income taxes		326			438		547		(815	)		496
Income tax expense (benefit) from continuing operations		(7	)		109		35		—			137
Income from continuing operations		333			329		512		(815	)		359
Income from discontinued operations, net of tax		—			—		2		—			2
Net income		333			329		514		(815	)		361
Net income—noncontrolling interests		—			—		28		—			28
Net income—controlling interests	$	333		$	329	$	486	$	(815	)	$	333

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, 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
Three Months Ended March 31, 2012
Net income	$	333	$	329	$	514		$	(815	)	$	361
Other comprehensive income		4		1		164			—			169
Total comprehensive income, net of tax		337		330		678			(815	)		530
Less: comprehensive income—noncontrolling interests		—		—		30			—			30
Comprehensive income—controlling interests	$	337	$	330	$	648		$	(815	)	$	500

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	186	$	—		$	188
Receivables—consolidated subsidiaries		157		—		—		(157	)		—
Receivables—other		1		56		1,062		—			1,119
Other current assets		13		17		399		—			429
Total current assets		171		75		1,647		(157	)		1,736
Investments in and loans to unconsolidated affiliates		—		70		2,731		—			2,801
Investments in consolidated subsidiaries		13,195		17,076		—		(30,271	)		—
Advances receivable—consolidated subsidiaries		—		5,503		—		(5,503	)		—
Notes receivable—consolidated subsidiaries		—		—		905		(905	)		—
Goodwill		—		—		4,887		—			4,887
Other assets		39		56		449		—			544
Property, plant and equipment, net		—		—		21,304		—			21,304
Regulatory assets and deferred debits		3		17		1,246		—			1,266
Total Assets	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538
Accounts payable—other	$	5	$	92	$	418	$	—		$	515
Accounts payable—consolidated subsidiaries		—		72		85		(157	)		—
Commercial paper		—		792		623		—			1,415
Short-term borrowings—consolidated subsidiaries		—		905		—		(905	)		—
Accrued taxes payable		9		—		80		—			89
Current maturities of long-term debt		—		398		349		—			747
Other current liabilities		41		92		864		—			997
Total current liabilities		55		2,351		2,419		(1,062	)		3,763
Long-term debt		—		4,240		8,040		—			12,280
Advances payable—consolidated subsidiaries		4,228		—		1,275		(5,503	)		—
Deferred credits and other liabilities		185		3,011		3,231		—			6,427
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,940		13,195		17,076		(30,271	)		8,940
Noncontrolling interests		—		—		870		—			870
Total equity		8,940		13,195		17,946		(30,271	)		9,810
Total Liabilities and Equity	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	3	$	91	$	—		$	94
Receivables—consolidated subsidiaries		164		—		—		(164	)		—
Receivables—other		1		56		913		—			970
Other current assets		17		23		559		—			599
Total current assets		182		82		1,563		(164	)		1,663
Investments in and loans to unconsolidated affiliates		—		70		2,622		—			2,692
Investments in consolidated subsidiaries		12,974		14,969		—		(27,943	)		—
Advances receivable—consolidated subsidiaries		—		5,658		—		(5,658	)		—
Notes receivable—consolidated subsidiaries		—		—		912		(912	)		—
Goodwill		—		—		4,513		—			4,513
Other assets		39		67		466		—			572
Property, plant and equipment, net		—		—		19,905		—			19,905
Regulatory assets and deferred debits		3		14		1,225		—			1,242
Total Assets	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587
Accounts payable—other	$	4	$	74	$	386	$	—		$	464
Accounts payable—consolidated subsidiaries		—		91		73		(164	)		—
Commercial paper		—		513		746		—			1,259
Short-term borrowings—consolidated subsidiaries		—		912		—		(912	)		—
Accrued taxes payable		10		—		57		—			67
Current maturities of long-term debt		—		744		177		—			921
Other current liabilities		61		106		913		—			1,080
Total current liabilities		75		2,440		2,352		(1,076	)		3,791
Long-term debt		—		2,550		8,103		—			10,653
Advances payable—consolidated subsidiaries		3,957		—		1,701		(5,658	)		—
Deferred credits and other liabilities		194		2,896		2,952		—			6,042
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,972		12,974		14,969		(27,943	)		8,972
Noncontrolling interests		—		—		871		—			871
Total equity		8,972		12,974		15,840		(27,943	)		9,843
Total Liabilities and Equity	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587

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 cash provided 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-sale 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

Spectra Energy Corp

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	333		$	329		$	514		$	(815	)	$	361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			187			—			187
Equity in earnings of unconsolidated affiliates		—			—			(118	)		—			(118	)
Equity in earnings of consolidated subsidiaries		(329	)		(486	)		—			815			—
Distributions received from unconsolidated affiliates		—			—			114			—			114
Other		(55	)		94			(37	)		—			2
Net cash provided by (used in) operating activities		(51	)		(63	)		660			—			546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		—			—			(343	)		—			(343	)
Acquisitions		—			—			(30	)		—			(30	)
Purchases of held-to-maturity securities		—			—			(861	)		—			(861	)
Proceeds from sales and maturities of held-to-maturity securities		—			—			734			—			734
Proceeds from sales and maturities of available-for-sale securities		—			—			14			—			14
Distributions received from unconsolidated affiliates		—			—			5			—			5
Advances to affiliates		—			(122	)		—			122			—
Other changes in restricted funds		—			—			79			—			79
Net cash used in investing activities		—			(122	)		(402	)		122			(402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in commercial paper		—			85			(111	)		—			(26	)
Distributions to noncontrolling interests		—			—			(27	)		—			(27	)
Dividends paid on common stock		(185	)		—			—			—			(185	)
Distributions and advances from (to) affiliates		213			100			(191	)		(122	)		—
Other		23			—			1			—			24
Net cash provided by (used in) financing activities		51			185			(328	)		(122	)		(214	)
Effect of exchange rate changes on cash		—			—			1			—			1
Net decrease in cash and cash equivalents		—			—			(69	)		—			(69	)
Cash and cash equivalents at beginning of period		—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	2		$	103		$	—		$	105

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Results Classified as Income from Discontinued Operations, Net of Tax in Condensed Consolidated Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 57
Pre-tax Earnings	3
Income Tax Expense	1
Income from discontinued operations, net of tax	2
Other Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	57
Pre-tax Earnings	3
Income Tax Expense	1
Income from discontinued operations, net of tax	$ 2

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Acquisition of Express-Platte - Additional Information (Detail) (Express-Platte, USD $)	Mar. 31, 2013	Mar. 14, 2013
Business Acquisition [Line Items]
Percentage of ownership interests Acquired		100.00%
Purchase price		$ 1,490,000,000
Cash purchase price		1,250,000,000
Acquired debt		239,000,000
Long-term debt, including current maturities	237,000,000
Notes Seven Point Three Nine Percent Due Twenty Nineteen
Business Acquisition [Line Items]
Long-term debt, including current maturities	127,000,000
Long-term debt, interest rate	7.39%
Long-term debt, maturity year	2019
Notes Six Point Zero Nine Percent Due Twenty Twenty
Business Acquisition [Line Items]
Long-term debt, including current maturities	$ 110,000,000
Long-term debt, interest rate	6.09%
Long-term debt, maturity year	2020

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Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 370	$ 361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	189	187
Equity in earnings of unconsolidated affiliates	(110)	(118)
Distributions received from unconsolidated affiliates	79	114
Other	54	2
Net cash provided by operating activities	582	546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(426)	(343)
Investments in and loans to unconsolidated affiliates	(87)
Acquisitions, net of cash acquired	(1,254)	(30)
Purchases of held-to-maturity securities	(293)	(861)
Proceeds from sales and maturities of held-to-maturity securities	266	734
Purchases of available-for-sale securities	(612)
Proceeds from sales and maturities of available-for-sale securities	619	14
Distributions received from unconsolidated affiliates	6	5
Other changes in restricted funds	7	79
Net cash used in investing activities	(1,774)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848
Payments for the redemption of long-term debt	(495)
Net increase (decrease) in commercial paper	166	(26)
Distributions to noncontrolling interests	(32)	(27)
Dividends paid on common stock	(208)	(185)
Other	8	24
Net cash provided by (used in) financing activities	1,287	(214)
Effect of exchange rate changes on cash	(1)	1
Net increase (decrease) in cash and cash equivalents	94	(69)
Cash and cash equivalents at beginning of period	94	174
Cash and cash equivalents at end of period	188	105
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	340	333
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	(337)	(329)
Other	(79)	(55)
Net cash provided by operating activities	(76)	(51)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock	(205)	(185)
Distributions and advances from (to) affiliates	270	213
Other	11	23
Net cash provided by (used in) financing activities	76	51
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	337	329
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	(509)	(486)
Other	138	94
Net cash provided by operating activities	(34)	(63)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to affiliates	(289)	(122)
Net cash used in investing activities	(289)	(122)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848
Payments for the redemption of long-term debt	(495)
Net increase (decrease) in commercial paper	279	85
Net decrease in short-term borrowings-consolidated subsidiaries	(7)
Distributions and advances from (to) affiliates	(1,300)	100
Other	(3)
Net cash provided by (used in) financing activities	322	185
Net increase (decrease) in cash and cash equivalents	(1)
Cash and cash equivalents at beginning of period	3	2
Cash and cash equivalents at end of period	2	2
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	539	514
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	189	187
Equity in earnings of unconsolidated affiliates	(110)	(118)
Distributions received from unconsolidated affiliates	79	114
Other	(5)	(37)
Net cash provided by operating activities	692	660
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(426)	(343)
Investments in and loans to unconsolidated affiliates	(87)
Acquisitions, net of cash acquired	(1,254)	(30)
Purchases of held-to-maturity securities	(293)	(861)
Proceeds from sales and maturities of held-to-maturity securities	266	734
Purchases of available-for-sale securities	(612)
Proceeds from sales and maturities of available-for-sale securities	619	14
Distributions received from unconsolidated affiliates	6	5
Other changes in restricted funds	7	79
Net cash used in investing activities	(1,774)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in commercial paper	(113)	(111)
Distributions to noncontrolling interests	(32)	(27)
Dividends paid on common stock	(3)
Distributions and advances from (to) affiliates	1,326	(191)
Other		1
Net cash provided by (used in) financing activities	1,178	(328)
Effect of exchange rate changes on cash	(1)	1
Net increase (decrease) in cash and cash equivalents	95	(69)
Cash and cash equivalents at beginning of period	91	172
Cash and cash equivalents at end of period	186	103
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	(846)	(815)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	846	815
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to affiliates	289	122
Net cash used in investing activities	289	122
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings-consolidated subsidiaries	7
Distributions and advances from (to) affiliates	(296)	(122)
Net cash provided by (used in) financing activities	$ (289)	$ (122)

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

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, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	63	$	—	$	63	$	—
Corporate debt securities	Current assets—other		19		—		19		—
Derivative assets—interest rate swaps	Current assets—other		6		—		6		—
Corporate debt securities	Investments and other assets—other		138		—		138		—
Derivative assets—interest rate swaps	Investments and other assets—other		40		—		40		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	267	$	1	$	266	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	6	$	—	$	—	$	6
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		9		—		9		—
Total Liabilities		$	15	$	—	$	9	$	6

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2012
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	52	$	—	$	52	$	—
Corporate debt securities	Current assets—other		16		—		16		—
Derivative assets—interest rate swaps	Current assets—other		13		—		13		—
Corporate debt securities	Investments and other assets—other		148		—		148		—
Derivative assets—interest rate swaps	Investments and other assets—other		48		—		48		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	278	$	1	$	277	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	9	$	—	$	—	$	9
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		12		—		12		—
Total Liabilities		$	21	$	—	$	12	$	9

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,
	2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings		1			(1	)
Included in other comprehensive income		(4	)		2
Fair value, end of period	$	6		$	15
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	$	1		$	(1	)

Fair Value of Financial Instruments Recorded and Carried at Book Value

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

	March 31, 2013				December 31, 2012
	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)		12,982		14,907		11,518		13,539

(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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Components of Inventory (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule of Inventory [Line Items]
Natural gas	$ 36	$ 200
NGLs	14	31
Materials and supplies	78	78
Total inventory	$ 128	$ 309

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Line Items]
Accruals related to extended environmental-related activities included in Deferred Credits and Other Liabilities-Regulatory and Other on the Consolidated Balance Sheet	$ 12	$ 13

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Debt and Credit Facilities - Additional Information (Detail) (USD $) In Billions, unless otherwise specified	1 Months Ended
	Dec. 31, 2012	Mar. 31, 2013
Delayed Draw Term Loan
Debt Instrument [Line Items]
Term loan maturity period	3 years
Unsecured delayed-draw term loan	$ 1.2
Outstanding Term Loan		$ 1.2
Long-term debt, maturity year		2015
Delayed Draw Term Loan | Maximum
Debt Instrument [Line Items]
Number of term loan borrowings	4
Term loan, borrowings date	Mar. 01, 2013
Spectra Energy Capital, LLC | Covenant Requirement
Debt Instrument [Line Items]
Debt-to-total defined capitalization ratio		61.00%
Spectra Energy Capital, LLC | Covenant Requirement | Maximum
Debt Instrument [Line Items]
Debt-to-total defined capitalization ratio		65.00%

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Business Segment Data - Condensed Consolidated Balance Sheets (Parenthetical) (Detail) (Sand Hills and Southern Hills NGL pipeline projects, USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Sand Hills and Southern Hills NGL pipeline projects
Segment Reporting Information [Line Items]
Equity method investments	$ 513

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Acquisition of Express-Platte

3 Months Ended

Mar. 31, 2013

Acquisition of Express-Platte

2. Acquisition of Express-Platte

On March 14, 2013, we acquired 100% of the ownership interests in the Express-Platte pipeline system from Borealis Infrastructure, the Ontario Teachers’ Pension Plan and Kinder Morgan Energy Partners for $1.49 billion, consisting of $1.25 billion in cash and $239 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, specifically Billings and Laurel, Montana, and Casper, Wyoming. The Platte pipeline, which interconnects with Express pipeline in Casper, transports crude oil predominantly from the Bakken and western Canada to refineries in the Midwest. These assets are a part of our new reportable business segment, “Liquids,” which also includes our one-third ownership interest in DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills).

The following table summarizes the preliminary fair values of the assets and liabilities acquired as of March 14, 2013. Subsequent adjustments may be recorded upon the completion of the valuation and the final determination of the purchase price allocation.

	Purchase Price Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments		71
Total		1,321
Cash		67
Receivables		21
Other current assets		2
Property, plant and equipment		1,352
Accounts payable		(20	)
Other current liabilities		(14	)
Deferred credits and other liabilities		(302	)
Long-term debt, including current portion		(239	)
Total assets acquired/liabilities assumed		867
Goodwill	$	454

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 crude oil pipeline and the opportunity to grow the business. Goodwill related to the acquisition of Express-Platte is not deductible for income tax purposes.

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

As of March 31, 2013, Express-Platte debt, including current maturities, totaled $237 million, consisting of $127 million of 7.39% subordinated notes due 2019 and $110 million of 6.09% senior notes due 2020. The notes are secured by the assignment of the Express-Platte transportation receivables and by the Canadian portion of the Express-Platte pipeline system assets.

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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, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 267	$ 278
Fair Value Liabilities	15	21
Corporate Debt Securities | Cash and Cash Equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	63	52
Corporate Debt Securities | Current Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	19	16
Corporate Debt Securities | Investments and Other Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	138	148
Interest Rate Swap | Current Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	13
Interest Rate Swap | Investments and Other Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	40	48
Interest Rate Swap | Deferred Credits And Other Liabilities - Regulatory and Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	9	12
Money Market Funds | Investments and Other Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Natural Gas Purchase Contract | Deferred Credits And Other Liabilities - Regulatory and Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	6	9
Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Fair Value, Inputs, 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
Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	266	277
Fair Value Liabilities	9	12
Fair Value, Inputs, Level 2 | Corporate Debt Securities | Cash and Cash Equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	63	52
Fair Value, Inputs, Level 2 | Corporate Debt Securities | Current Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	19	16
Fair Value, Inputs, Level 2 | Corporate Debt Securities | Investments and Other Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	138	148
Fair Value, Inputs, Level 2 | Interest Rate Swap | Current Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	6	13
Fair Value, Inputs, Level 2 | Interest Rate Swap | Investments and Other Assets-Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	40	48
Fair Value, Inputs, Level 2 | Interest Rate Swap | Deferred Credits And Other Liabilities - Regulatory and Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	9	12
Fair Value, Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	6	9
Fair Value, Inputs, Level 3 | Natural Gas Purchase Contract | Deferred Credits And Other Liabilities - Regulatory and Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	$ 6	$ 9

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Summary of Fair Values of Assets and Liabilities Acquired (Detail) (Express-Platte, USD $) In Millions, unless otherwise specified	Mar. 14, 2013
Express-Platte
Purchase Price Allocation
Cash purchase price	$ 1,250
Working capital and other purchase adjustments	71
Total	1,321
Cash	67
Receivables	21
Other current assets	2
Property, plant and equipment	1,352
Accounts payable	(20)
Other current liabilities	(14)
Deferred credits and other liabilities	(302)
Long-term debt, including current portion	(239)
Total assets acquired/liabilities assumed	867
Goodwill	$ 454

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2013

Business Segment Data - Condensed Consolidated Statements of Operations

Business Segment Data

Condensed Consolidated Statements of Operations

	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues (a)			Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes (a)
			(in millions)
Three Months Ended March 31, 2013
U.S. Transmission	$	481	$	3		$	484		$	266
Distribution		699		—			699			168
Western Canada Transmission & Processing		393		15			408			111
Field Services		—		—			—			88
Liquids		13		—			13			6
Total reportable segments		1,586		18			1,604			639
Other		3		12			15			(26	)
Eliminations		—		(30	)		(30	)		—
Interest expense		—		—			—			149
Interest income and other (b)		—		—			—			36
Total consolidated	$	1,589	$	—		$	1,589		$	500
Three Months Ended March 31, 2012
U.S. Transmission	$	493	$	2		$	495		$	271
Distribution		597		—			597			151
Western Canada Transmission & Processing		453		13			466			138
Field Services		—		—			—			93
Liquids		—		—			—			—
Total reportable segments		1,543		15			1,558			653
Other		1		20			21			(29	)
Eliminations		—		(35	)		(35	)		—
Interest expense		—		—			—			157
Interest income and other (b)		—		—			—			29
Total consolidated	$	1,544	$	—		$	1,544		$	496

(a) Excludes amounts associated with entities included in discontinued operations.

(b) Includes foreign currency transaction gains and losses and the add-back of noncontrolling interests related to segment EBIT.

Business Segment Data - Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

	March 31, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	12,895		$	12,630
Distribution		5,632			5,842
Western Canada Transmission & Processing		6,394			6,431
Field Services		1,272			1,235
Liquids (a)		2,503			513
Total reportable segments		28,696			26,651
Other (a)		4,408			4,475
Eliminations		(566	)		(539	)
Total consolidated	$	32,538		$	30,587

(a) The December 31, 2012 amounts presented for Liquids and Other have been re-cast to reflect the move of our investments in Sand Hills and Southern Hills, totaling $513 million, from Other to Liquids effective with the creation of the Liquids operating segment in the first quarter of 2013.

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Acquisition of Express-Platte (Tables)

3 Months Ended

Mar. 31, 2013

Summary of Fair Values of Assets and Liabilities Acquired

The following table summarizes the preliminary fair values of the assets and liabilities acquired as of March 14, 2013. Subsequent adjustments may be recorded upon the completion of the valuation and the final determination of the purchase price allocation.

	Purchase Price Allocation
	(in millions)
Cash purchase price	$	1,250
Working capital and other purchase adjustments		71
Total		1,321
Cash		67
Receivables		21
Other current assets		2
Property, plant and equipment		1,352
Accounts payable		(20	)
Other current liabilities		(14	)
Deferred credits and other liabilities		(302	)
Long-term debt, including current portion		(239	)
Total assets acquired/liabilities assumed		867
Goodwill	$	454

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Estimated Fair Values of Available for Sale Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Estimated Fair Value	$ 158	$ 165
Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Estimated Fair Value	157	164
Money Market Funds
Schedule of Available-for-sale Securities [Line Items]
Estimated Fair Value	$ 1	$ 1

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Business Segments - Additional Information (Detail)	Mar. 31, 2013
DCP Midstream, LLC | DCP Midstream Partners, LP
Segment Reporting Information [Line Items]
Percentage of ownership interests	26.00%
Sand Hills and Southern Hills NGL pipeline projects
Segment Reporting Information [Line Items]
Percentage of ownership interests	33.3333%
Spectra Energy Partners, LP
Segment Reporting Information [Line Items]
Percentage of ownership interest	61.00%
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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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2013

Results Classified as Income from Discontinued Operations, Net of Tax in Consolidated Statements of Operations

The following table summarizes results classified as Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Operations:

	Revenues		Pre-tax Earnings		Income Tax Expense		Income From Discontinued Operations, Net of Tax
	(in millions)
Three Months Ended March 31, 2012
Other	$	57	$	3	$	1	$	2
Total consolidated	$	57	$	3	$	1	$	2

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Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2013

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended March 31,
	2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	340	$	331
Income from discontinued operations, net of tax—controlling interests		—		2
Net income—controlling interests	$	340	$	333
Weighted-average common shares outstanding
Basic		669		652
Diluted		670		655
Basic and diluted earnings per common share (a)
Continuing operations	$	0.51	$	0.51
Discontinued operations, net of tax		—		—
Total basic and diluted earnings per common share	$	0.51	$	0.51

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

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General

3 Months Ended

Mar. 31, 2013

General

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.

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, currently operating in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. We provide transportation and storage of natural gas to customers in various regions of the northeastern and southeastern United States, the Maritime Provinces in Canada and 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). In addition, with the first quarter 2013 acquisition of the Express-Platte pipeline system, we own and operate a crude oil pipeline system that connects Canadian and U.S. producers to refineries in the U.S. Rocky Mountain and Midwest regions.

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, 2012, 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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Inventory (Tables)

3 Months Ended

Mar. 31, 2013

Components of Inventory

The components of inventory are as follows:

	March 31, 2013		December 31, 2012
	(in millions)
Natural gas	$	36	$	200
NGLs		14		31
Materials and supplies		78		78
Total inventory	$	128	$	309

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Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2013

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, 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 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
Three Months Ended March 31, 2012
Total operating revenues	$	—		$	—	$	1,545	$	(1	)	$	1,544
Total operating expenses		2			—		1,025		(1	)		1,026
Gains on sales of other assets and other, net		—			—		1		—			1
Operating income (loss)		(2	)		—		521		—			519
Equity in earnings of unconsolidated affiliates		—			—		118		—			118
Equity in earnings of subsidiaries		329			486		—		(815	)		—
Other income and expenses, net		(1	)		—		17		—			16
Interest expense		—			48		109		—			157
Earnings from continuing operations before income taxes		326			438		547		(815	)		496
Income tax expense (benefit) from continuing operations		(7	)		109		35		—			137
Income from continuing operations		333			329		512		(815	)		359
Income from discontinued operations, net of tax		—			—		2		—			2
Net income		333			329		514		(815	)		361
Net income—noncontrolling interests		—			—		28		—			28
Net income—controlling interests	$	333		$	329	$	486	$	(815	)	$	333

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, 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
Three Months Ended March 31, 2012
Net income	$	333	$	329	$	514		$	(815	)	$	361
Other comprehensive income		4		1		164			—			169
Total comprehensive income, net of tax		337		330		678			(815	)		530
Less: comprehensive income—noncontrolling interests		—		—		30			—			30
Comprehensive income—controlling interests	$	337	$	330	$	648		$	(815	)	$	500

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

March 31, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	186	$	—		$	188
Receivables—consolidated subsidiaries		157		—		—		(157	)		—
Receivables—other		1		56		1,062		—			1,119
Other current assets		13		17		399		—			429
Total current assets		171		75		1,647		(157	)		1,736
Investments in and loans to unconsolidated affiliates		—		70		2,731		—			2,801
Investments in consolidated subsidiaries		13,195		17,076		—		(30,271	)		—
Advances receivable—consolidated subsidiaries		—		5,503		—		(5,503	)		—
Notes receivable—consolidated subsidiaries		—		—		905		(905	)		—
Goodwill		—		—		4,887		—			4,887
Other assets		39		56		449		—			544
Property, plant and equipment, net		—		—		21,304		—			21,304
Regulatory assets and deferred debits		3		17		1,246		—			1,266
Total Assets	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538
Accounts payable—other	$	5	$	92	$	418	$	—		$	515
Accounts payable—consolidated subsidiaries		—		72		85		(157	)		—
Commercial paper		—		792		623		—			1,415
Short-term borrowings—consolidated subsidiaries		—		905		—		(905	)		—
Accrued taxes payable		9		—		80		—			89
Current maturities of long-term debt		—		398		349		—			747
Other current liabilities		41		92		864		—			997
Total current liabilities		55		2,351		2,419		(1,062	)		3,763
Long-term debt		—		4,240		8,040		—			12,280
Advances payable—consolidated subsidiaries		4,228		—		1,275		(5,503	)		—
Deferred credits and other liabilities		185		3,011		3,231		—			6,427
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,940		13,195		17,076		(30,271	)		8,940
Noncontrolling interests		—		—		870		—			870
Total equity		8,940		13,195		17,946		(30,271	)		9,810
Total Liabilities and Equity	$	13,408	$	22,797	$	33,169	$	(36,836	)	$	32,538

Spectra Energy Corp

Condensed Consolidating Balance Sheet

December 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	3	$	91	$	—		$	94
Receivables—consolidated subsidiaries		164		—		—		(164	)		—
Receivables—other		1		56		913		—			970
Other current assets		17		23		559		—			599
Total current assets		182		82		1,563		(164	)		1,663
Investments in and loans to unconsolidated affiliates		—		70		2,622		—			2,692
Investments in consolidated subsidiaries		12,974		14,969		—		(27,943	)		—
Advances receivable—consolidated subsidiaries		—		5,658		—		(5,658	)		—
Notes receivable—consolidated subsidiaries		—		—		912		(912	)		—
Goodwill		—		—		4,513		—			4,513
Other assets		39		67		466		—			572
Property, plant and equipment, net		—		—		19,905		—			19,905
Regulatory assets and deferred debits		3		14		1,225		—			1,242
Total Assets	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587
Accounts payable—other	$	4	$	74	$	386	$	—		$	464
Accounts payable—consolidated subsidiaries		—		91		73		(164	)		—
Commercial paper		—		513		746		—			1,259
Short-term borrowings—consolidated subsidiaries		—		912		—		(912	)		—
Accrued taxes payable		10		—		57		—			67
Current maturities of long-term debt		—		744		177		—			921
Other current liabilities		61		106		913		—			1,080
Total current liabilities		75		2,440		2,352		(1,076	)		3,791
Long-term debt		—		2,550		8,103		—			10,653
Advances payable—consolidated subsidiaries		3,957		—		1,701		(5,658	)		—
Deferred credits and other liabilities		194		2,896		2,952		—			6,042
Preferred stock of subsidiaries		—		—		258		—			258
Equity
Controlling interests		8,972		12,974		14,969		(27,943	)		8,972
Noncontrolling interests		—		—		871		—			871
Total equity		8,972		12,974		15,840		(27,943	)		9,843
Total Liabilities and Equity	$	13,198	$	20,860	$	31,206	$	(34,677	)	$	30,587

Condensed Consolidating Statement of Cash Flows

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 cash provided 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-sale 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

Spectra Energy Corp

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	333		$	329		$	514		$	(815	)	$	361
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		—			—			187			—			187
Equity in earnings of unconsolidated affiliates		—			—			(118	)		—			(118	)
Equity in earnings of consolidated subsidiaries		(329	)		(486	)		—			815			—
Distributions received from unconsolidated affiliates		—			—			114			—			114
Other		(55	)		94			(37	)		—			2
Net cash provided by (used in) operating activities		(51	)		(63	)		660			—			546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		—			—			(343	)		—			(343	)
Acquisitions		—			—			(30	)		—			(30	)
Purchases of held-to-maturity securities		—			—			(861	)		—			(861	)
Proceeds from sales and maturities of held-to-maturity securities		—			—			734			—			734
Proceeds from sales and maturities of available-for-sale securities		—			—			14			—			14
Distributions received from unconsolidated affiliates		—			—			5			—			5
Advances to affiliates		—			(122	)		—			122			—
Other changes in restricted funds		—			—			79			—			79
Net cash used in investing activities		—			(122	)		(402	)		122			(402	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in commercial paper		—			85			(111	)		—			(26	)
Distributions to noncontrolling interests		—			—			(27	)		—			(27	)
Dividends paid on common stock		(185	)		—			—			—			(185	)
Distributions and advances from (to) affiliates		213			100			(191	)		(122	)		—
Other		23			—			1			—			24
Net cash provided by (used in) financing activities		51			185			(328	)		(122	)		(214	)
Effect of exchange rate changes on cash		—			—			1			—			1
Net decrease in cash and cash equivalents		—			—			(69	)		—			(69	)
Cash and cash equivalents at beginning of period		—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	2		$	103		$	—		$	105

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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, 2013	Mar. 31, 2012
Schedule of Equity Method Investments [Line Items]
Equity in earnings of unconsolidated affiliates	$ 110	$ 118
Revenues associated with a propane sales agreement with an affiliate of DCP Midstream		57
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%
Equity in earnings of unconsolidated affiliates	43	21
Revenues associated with a propane sales agreement with an affiliate of DCP Midstream		$ 57

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Condensed Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,589	[1]	$ 1,544	[1]
Total operating expenses	1,083		1,026
Gains on sales of other assets and other, net			1
Operating income (loss)	506		519
Equity in earnings of unconsolidated affiliates	110		118
Other income and expenses, net	33		16
Interest Expense	149	[1]	157	[1]
Earnings from continuing operations before income taxes	500	[1]	496	[1]
Income tax expense (benefit)	130		137
Income from continuing operations	370		359
Income from discontinued operations, net of tax			2
Net income	370		361
Net Income-Noncontrolling Interests	30		28
Net income-controlling interests	340		333
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating expenses	2		2
Operating income (loss)	(2)		(2)
Equity in earnings of subsidiaries	337		329
Other income and expenses, net	(2)		(1)
Earnings from continuing operations before income taxes	333		326
Income tax expense (benefit)	(7)		(7)
Income from continuing operations			333
Net income	340		333
Net income-controlling interests	340		333
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Equity in earnings of subsidiaries	509		486
Other income and expenses, net	3
Interest Expense	48		48
Earnings from continuing operations before income taxes	464		438
Income tax expense (benefit)	127		109
Income from continuing operations			329
Net income	337		329
Net income-controlling interests	337		329
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,590		1,545
Total operating expenses	1,082		1,025
Gains on sales of other assets and other, net			1
Operating income (loss)	508		521
Equity in earnings of unconsolidated affiliates	110		118
Other income and expenses, net	32		17
Interest Expense	101		109
Earnings from continuing operations before income taxes	549		547
Income tax expense (benefit)	10		35
Income from continuing operations			512
Income from discontinued operations, net of tax			2
Net income	539		514
Net Income-Noncontrolling Interests	30		28
Net income-controlling interests	509		486
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	(1)		(1)
Total operating expenses	(1)		(1)
Equity in earnings of subsidiaries	(846)		(815)
Earnings from continuing operations before income taxes	(846)		(815)
Income from continuing operations			(815)
Net income	(846)		(815)
Net income-controlling interests	$ (846)		$ (815)

[1] Excludes amounts associated with entities included in discontinued operations.

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Condensed Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Operating Revenues
Transportation, storage and processing of natural gas	$ 800		$ 831
Distribution of natural gas	625		505
Sales of natural gas liquids	112		149
Transportation of crude oil	13
Other	39		59
Total Operating Revenues	1,589	[1]	1,544	[1]
Operating Expenses
Natural gas and petroleum products purchased	465		433
Operating, maintenance and other	332		321
Depreciation and amortization	186		184
Property and other taxes	100		88
Total operating expenses	1,083		1,026
Gains on sales of other assets and other, net			1
Operating Income	506		519
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	110		118
Other income and expenses, net	33		16
Total other income and expenses	143		134
Interest Expense	149	[1]	157	[1]
Earnings from continuing operations before income taxes	500	[1]	496	[1]
Income Tax Expense From Continuing Operations	130		137
Income From Continuing Operations	370		359
Income from discontinued operations, net of tax			2
Net income	370		361
Net Income-Noncontrolling Interests	30		28
Net income-controlling interests	$ 340		$ 333
Weighted-average shares outstanding
Basic	669		652
Diluted	670		655
Earnings per share from continuing operations
Basic and Diluted	$ 0.51	[2]	$ 0.51	[2]
Earnings per share
Basic and Diluted	$ 0.51	[2]	$ 0.51	[2]
Dividends per share	$ 0.305		$ 0.280

[1] Excludes amounts associated with entities included in discontinued operations.

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

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Business Segment Data - Condensed Consolidated Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Segment Reporting Information [Line Items]
Unaffiliated Revenues	$ 1,589		$ 1,544
Total Operating Revenues	1,589	[1]	1,544	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	500	[1]	496	[1]
Interest Expense	149	[1]	157	[1]
Interest income and other	36	[1],[2]	29	[1],[2]
US Transmission
Segment Reporting Information [Line Items]
Unaffiliated Revenues	481		493
Intersegment Revenues	3		2
Total Operating Revenues	484	[1]	495	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	266	[1]	271	[1]
Distribution
Segment Reporting Information [Line Items]
Unaffiliated Revenues	699		597
Total Operating Revenues	699	[1]	597	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	168	[1]	151	[1]
Western Canada Transmission & Processing
Segment Reporting Information [Line Items]
Unaffiliated Revenues	393		453
Intersegment Revenues	15		13
Total Operating Revenues	408	[1]	466	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	111	[1]	138	[1]
Field Services
Segment Reporting Information [Line Items]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	88	[1]	93	[1]
Liquids
Segment Reporting Information [Line Items]
Unaffiliated Revenues	13
Total Operating Revenues	13	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	6	[1]
Total reportable segments
Segment Reporting Information [Line Items]
Unaffiliated Revenues	1,586		1,543
Intersegment Revenues	18		15
Total Operating Revenues	1,604	[1]	1,558	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	639	[1]	653	[1]
Other
Segment Reporting Information [Line Items]
Unaffiliated Revenues	3		1
Intersegment Revenues	12		20
Total Operating Revenues	15	[1]	21	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	(26)	[1]	(29)	[1]
Eliminations
Segment Reporting Information [Line Items]
Intersegment Revenues	(30)		(35)
Total Operating Revenues	$ (30)	[1]	$ (35)	[1]

[1] Excludes amounts associated with entities included in discontinued operations.

[2] Includes foreign currency transaction gains and losses and the add-back of noncontrolling interests related to segment EBIT.

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 370	$ 361
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	189	187
Deferred income tax expense	121	74
Equity in earnings of unconsolidated affiliates	(110)	(118)
Distributions received from unconsolidated affiliates	79	114
Other	(67)	(72)
Net cash provided by operating activities	582	546
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(426)	(343)
Investments in and loans to unconsolidated affiliates	(87)
Acquisitions, net of cash acquired	(1,254)	(30)
Purchases of held-to-maturity securities	(293)	(861)
Proceeds from sales and maturities of held-to-maturity securities	266	734
Purchases of available-for-sale securities	(612)
Proceeds from sales and maturities of available-for-sale securities	619	14
Distributions received from unconsolidated affiliates	6	5
Other changes in restricted funds	7	79
Net cash used in investing activities	(1,774)	(402)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848
Payments for the redemption of long-term debt	(495)
Net increase (decrease) in commercial paper	166	(26)
Distributions to noncontrolling interests	(32)	(27)
Dividends paid on common stock	(208)	(185)
Other	8	24
Net cash provided by (used in) financing activities	1,287	(214)
Effect of exchange rate changes on cash	(1)	1
Net increase (decrease) in cash and cash equivalents	94	(69)
Cash and cash equivalents at beginning of period	94	174
Cash and cash equivalents at end of period	188	105
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 188	$ 157

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Available Credit Facilities and Restrictive Debt Covenants (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity	$ 2,888
Outstanding Commercial Paper	1,415		1,259
Outstanding Letters of Credit	7
Total	1,422
Available Credit Facilities Capacity	1,466
Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Outstanding Commercial Paper	792		513
Spectra Energy Capital, LLC | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[1]
Total Credit Facilities Capacity	1,500	[1]
Outstanding Commercial Paper	792	[1]
Outstanding Letters of Credit	7	[1]
Total	799	[1]
Available Credit Facilities Capacity	701	[1]
Westcoast Energy Inc. | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[2]
Total Credit Facilities Capacity	295	[2]
Outstanding Commercial Paper	67	[2]
Total	67	[2]
Available Credit Facilities Capacity	228	[2]
Union Gas Limited | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[3]
Total Credit Facilities Capacity	393	[3]
Outstanding Commercial Paper	232	[3]
Total	232	[3]
Available Credit Facilities Capacity	161	[3]
Spectra Energy Partners, LP | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[4]
Total Credit Facilities Capacity	700	[4]
Outstanding Commercial Paper	324	[4]
Total	324	[4]
Available Credit Facilities Capacity	$ 376	[4]

[1] 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%. This ratio was 61% at March 31, 2013.

[2] U.S. dollar equivalent at March 31, 2013. The 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 50% at March 31, 2013.

[3] U.S. dollar equivalent at March 31, 2013. The 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 65% at March 31, 2013.

[4] Credit facility contains a covenant that requires Spectra Energy Partners to maintain a ratio of total Debt-to-Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the credit agreement, of 5.0 or less. As of March 31, 2013, this ratio was 3.4. Adjusted EBITDA is a non-GAAP measure. Because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by companies in our industry, Spectra Energy Partners' definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered an alternative to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP.

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Marketable Securities and Restricted Funds (Tables)

3 Months Ended

Mar. 31, 2013

Estimated Fair Values of Available for Sale Securities

AFS securities are as follows:

	Estimated Fair Value
	March 31, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	157	$	164
Money market funds		1		1
Total available-for-sale investments	$	158	$	165

Estimated Fair Values of Held to Maturity Marketable Securities

HTM securities are as follows:

	Estimated Fair Value
	March 31, 2013		December 31, 2012
	(in millions)
Canadian government securities	$	206	$	210
Bankers acceptances		77		52
Total held-to-maturity investments	$	283	$	262

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Risk Management and Hedging Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Interest Rate Swaps One
Derivative [Line Items]
Interest rate swaps outstanding	$ 4
Interest Rate Swaps Two
Derivative [Line Items]
Interest rate swaps outstanding	5
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate hedges	$ 1,596

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies

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 insurance policies or 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.

Included in Deferred Credits and Other Liabilities—Regulatory and Other on the Condensed Consolidated Balance Sheets are undiscounted liabilities related to extended environmental-related activities totaling $12 million as of March 31, 2013 and $13 million as of December 31, 2012. These liabilities represent provisions for costs associated with remediation activities at some of our current and former sites, as well as other environmental contingent liabilities.

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 recorded as of March 31, 2013 or December 31, 2012 related to litigation.

Other Commitments and Contingencies

See Note 16 for a discussion of guarantees and indemnifications.

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Debt and Credit Facilities (Tables)

3 Months Ended

Mar. 31, 2013

Available Credit Facilities and Restrictive Debt Covenants

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date		Total Credit Facilities Capacity		Outstanding at March 31, 2013						Available Credit Facilities Capacity
					Commercial Paper		Letters of Credit		Total
Spectra Energy Capital, LLC
Multi-year syndicated (a)		2016	$	1,500	$	792	$	7	$	799	$	701
Westcoast Energy Inc.
Multi-year syndicated (b)		2016		295		67		—		67		228
Union Gas
Multi-year syndicated (c)		2016		393		232		—		232		161
Spectra Energy Partners
Multi-year syndicated (d)		2016		700		324		—		324		376
Total			$	2,888	$	1,415	$	7	$	1,422	$	1,466

(a) 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%. This ratio was 61% at March 31, 2013.

(b) U.S. dollar equivalent at March 31, 2013. The 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 50% at March 31, 2013.

(c) U.S. dollar equivalent at March 31, 2013. The 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 65% at March 31, 2013.

(d) Credit facility contains a covenant that requires Spectra Energy Partners to maintain a ratio of total Debt-to-Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the credit agreement, of 5.0 or less. As of March 31, 2013, this ratio was 3.4. Adjusted EBITDA is a non-GAAP measure. Because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by companies in our industry, Spectra Energy Partners’ definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered an alternative to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2013

Employee Benefit Plans

17. 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 the three months ended March 31, 2013 and $6 million for the same period in 2012. We made total contributions to the Canadian plans of $23 million during the three months ended March 31, 2013 and $18 million for the same period in 2012. We anticipate that we will make total contributions of approximately $20 million to the U.S. plans and approximately $95 million to the Canadian plans in 2013.

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

	Three Months Ended March  31,
	2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	5		$	3
Interest cost on projected benefit obligation		5			6
Expected return on plan assets		(8	)		(8	)
Amortization of loss		5			4
Net periodic pension cost	$	7		$	5
Canada
Service cost benefit earned	$	8		$	7
Interest cost on projected benefit obligation		13			13
Expected return on plan assets		(17	)		(15	)
Amortization of loss		9			9
Net periodic pension cost	$	13		$	14

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,
	2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	3
Expected return on plan assets		(1	)		(1	)
Net periodic other post-retirement benefit cost	$	1		$	2
Canada
Service cost benefit earned	$	1		$	2
Interest cost on accumulated post-retirement benefit obligation		2			2
Net periodic other post-retirement benefit cost	$	3		$	4

Retirement/Savings Plan

We have 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 during the three months ended March 31, 2013 and $4 million in the same period in 2012 for U.S. employees, and $3 million in both the three-month periods ended March 31, 2013 and 2012 for Canadian employees.

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Guarantees and Indemnifications - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Duke Energy
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 406
Duke Energy | Guarantees Expire in 2028
Guarantor Obligations [Line Items]
Maximum potential amount of future payments required to make under performance guarantees	$ 201
Guarantee expiration year	2028
Fluor Enterprises
Guarantor Obligations [Line Items]
Percentage of ownership interests	50.00%
Westcoast Energy Inc.
Guarantor Obligations [Line Items]
Percentage of ownership interests	100.00%

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Condensed Consolidated Statements of Equity (USD $) In Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income Other	Noncontrolling Interests
Beginning Balance at Dec. 31, 2011	$ 8,896	$ 1	$ 4,814	$ 1,977	$ 1,832	$ (559)	$ 831
Net income	361			333			28
Other comprehensive income (loss)	169				160	7	2
Dividends on common stock	(185)			(185)
Stock-based compensation	(1)		(1)
Distributions to noncontrolling interests	(25)						(25)
Spectra Energy common stock issued	9		9
Ending Balance at Mar. 31, 2012	9,224	1	4,822	2,125	1,992	(552)	836
Beginning Balance at Dec. 31, 2012	9,843	1	5,297	2,165	2,044	(535)	871
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)
Spectra Energy common stock issued	6		6
Other, net			(5)	1			4
Ending Balance at Mar. 31, 2013	$ 9,810	$ 1	$ 5,298	$ 2,301	$ 1,858	$ (518)	$ 870

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net income	$ 370	$ 361
Other comprehensive income (loss)
Foreign currency translation adjustments	(189)	162
Unrealized mark-to-market net gain on hedges	3
Reclassification of cash flow hedges into earnings	2	2
Pension and benefits impact	11	5
Other	1
Total other comprehensive income (loss)	(172)	169
Total Comprehensive Income, net of tax	198	530
Less: comprehensive income-noncontrolling interests	27	30
Comprehensive Income-Controlling Interests	$ 171	$ 500

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Goodwill

3 Months Ended

Mar. 31, 2013

Goodwill

10. Goodwill

The following presents changes in goodwill during 2013:

December 31, 2012	$	4,513
Acquisition of Express-Platte		454
Foreign currency translation		(80	)
March 31, 2013	$	4,887

See Note 2 for discussion of the acquisition of Express-Platte.

Our Empress NGL business, a reporting unit within Western Canada Transmission & Processing, is significantly affected by fluctuations in commodity prices. We updated our Empress NGL reporting unit’s impairment test using recent operational information, financial data and April 1, 2013 commodity prices, and concluded there was no impairment of goodwill related to Empress.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
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	669,196,502

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Marketable Securities and Restricted Funds

3 Months Ended

Mar. 31, 2013

Marketable Securities and Restricted Funds

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, nor do we routinely sell marketable securities prior to their scheduled maturity dates. Therefore, we do not have any securities classified as trading securities. A portion of our investments of restricted funds, primarily funds held for the purpose of Spectra Energy Partners’ capital expenditures and acquisitions, and insurance-related funds, are classified as available-for-sale (AFS) marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to unexpected 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, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	157	$	164
Money market funds		1		1
Total available-for-sale investments	$	158	$	165

At March 31, 2013, the weighted-average contractual maturity of outstanding AFS securities was less than one year.

There were no material gross unrealized holding gains or losses associated with investments in AFS securities at March 31, 2013 or December 31, 2012.

During the fourth quarter of 2012, we invested the proceeds from Spectra Energy Partners’ issuance of common units in AFS marketable securities. These investments, which totaled $136 million as of March 31, 2013 and $141 million as of December 31, 2012, and are classified as Investments and Other Assets—Other on the Consolidated Balance Sheet, are restricted for the purpose of funding Spectra Energy Partners’ capital expenditures and acquisitions. We had an aggregate $137 million of restricted AFS securities as of March 31, 2013 and $142 million as of December 31, 2012 classified as Investments and Other Assets—Other.

HTM Securities. HTM securities are as follows:

	Estimated Fair Value
	March 31, 2013		December 31, 2012
	(in millions)
Canadian government securities	$	206	$	210
Bankers acceptances		77		52
Total held-to-maturity investments	$	283	$	262

Restricted HTM marketable securities of $100 million as of March 31, 2013 and $76 million as of December 31, 2012 are classified as Current Assets—Other, and $183 million as of March 31, 2013 and $186 million as of December 31, 2012, are classified as Investments and Other Assets—Other. These securities are restricted funds pursuant to certain Maritimes & Northeast Pipeline Limited Partnership (M&N LP) debt agreements. These funds, plus future cash from operations that would have otherwise been available for distribution to the partners of M&N LP, were required to be placed in escrow until the balance in escrow was sufficient to fund all future debt service on the M&N LP notes. There were sufficient funds held in escrow to fund all future debt service on the M&N LP notes as of March 31, 2013.

At March 31, 2013, the weighted-average contractual maturity of outstanding HTM securities was less than one year.

There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at March 31, 2013 or December 31, 2012.

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 $14 million at March 31, 2013 and $21 million at December 31, 2012 classified as Current Assets—Other. These restricted funds are related to additional amounts for 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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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 188	$ 94
Receivables, net	1,119	970
Inventory	128	309
Other	301	290
Total current assets	1,736	1,663
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,801	2,692
Goodwill	4,887	4,513
Other	544	572
Total investments and other assets	8,232	7,777
Property, Plant and Equipment
Cost	27,670	26,257
Less accumulated depreciation and amortization	6,366	6,352
Net property, plant and equipment	21,304	19,905
Regulatory assets and deferred debits	1,266	1,242
Total Assets	32,538	30,587
Current Liabilities
Accounts payable	515	464
Commercial paper	1,415	1,259
Taxes accrued	89	67
Interest accrued	166	185
Current maturities of long-term debt	747	921
Other	831	895
Total current liabilities	3,763	3,791
Long-term Debt	12,280	10,653
Deferred Credits and Other Liabilities
Deferred income taxes	4,774	4,358
Regulatory and other	1,653	1,684
Total deferred credits and other liabilities	6,427	6,042
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, 669 million and 668 million shares outstanding at March 31, 2013 and December 31, 2012, respectively	1	1
Additional paid-in capital	5,298	5,297
Retained earnings	2,301	2,165
Accumulated other comprehensive income	1,340	1,509
Total controlling interests	8,940	8,972
Noncontrolling interests	870	871
Total equity	9,810	9,843
Total Liabilities and Equity	$ 32,538	$ 30,587

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes

5. Income Taxes

Income tax expense from continuing operations for the three months ended March 31, 2013 was $130 million, compared to $137 million for the same period in 2012. The effective tax rate for income from continuing operations for the three month periods ended March 31, 2013 was 26%, compared to 28% for the same period in 2012. The lower income tax expense and effective tax rate resulted primarily from a lower Canadian effective tax rate due to the recognition of regulatory tax benefits.

No material net change in unrecognized tax benefits was recognized during the three-month period ended March 31, 2013. Although uncertain, we believe the total amount of unrecognized tax benefits will not materially change prior to March 31, 2014.

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Regulatory Matters

3 Months Ended

Mar. 31, 2013

Regulatory Matters

4. Regulatory Matters

Union Gas. Union Gas’ 2013 distribution rates are set under a cost of service framework since 2012 was the final year in Union Gas’s multi-year incentive regulation framework. Union Gas intends to file its application and evidence for another incentive regulation framework with the OEB during 2013.

In December 2012, Union Gas appealed the OEB’s decision on the disposition of the 2011 non-commodity deferral account balances to the Ontario Divisional Court. The basis of the appeal is impermissible retroactive ratemaking. A hearing is expected later this year.

Union Gas plans to file its application with the OEB in May 2013 for the annual disposition of the 2012 non-commodity deferral account balances. The application will include a proposal that revenues derived from the optimization of upstream transportation contracts in 2012 be treated as optimization revenues and included in utility earnings rather than a reduction to gas costs. Optimization revenues had been classified as utility earnings for 2008, 2009 and 2010, and were reclassified as a reduction to gas costs by the OEB in the 2011 non-commodity deferral account balances proceeding. The net impact on customers for the 2012 non-commodity deferral account balances, including the impact of earnings sharing, would be a receivable of approximately $1 million. If the OEB maintains that the 2012 revenues earned from the optimization of Union Gas’ upstream transportation contracts should be treated as a reduction to gas costs, 90% of which are to be credited to customers, the combined impact on customers would be a refund payable of approximately $17 million, which is reflected in the March 31, 2013 and December 31, 2012 Condensed Consolidated Balance Sheets.

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Guarantees and Indemnifications

3 Months Ended

Mar. 31, 2013

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 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, 2013 was approximately $406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential amount of future payment of $201 million, expires in 2028. The remaining guarantees have no contractual expirations.

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

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

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

As of March 31, 2013, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

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Debt and Credit Facilities

3 Months Ended

Mar. 31, 2013

Debt and Credit Facilities

12. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date		Total Credit Facilities Capacity		Outstanding at March 31, 2013						Available Credit Facilities Capacity
					Commercial Paper		Letters of Credit		Total
Spectra Energy Capital, LLC
Multi-year syndicated (a)		2016	$	1,500	$	792	$	7	$	799	$	701
Westcoast Energy Inc.
Multi-year syndicated (b)		2016		295		67		—		67		228
Union Gas
Multi-year syndicated (c)		2016		393		232		—		232		161
Spectra Energy Partners
Multi-year syndicated (d)		2016		700		324		—		324		376
Total			$	2,888	$	1,415	$	7	$	1,422	$	1,466

(a) 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%. This ratio was 61% at March 31, 2013.

(b) U.S. dollar equivalent at March 31, 2013. The 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 50% at March 31, 2013.

(c) U.S. dollar equivalent at March 31, 2013. The 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 65% at March 31, 2013.

(d) Credit facility contains a covenant that requires Spectra Energy Partners to maintain a ratio of total Debt-to-Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the credit agreement, of 5.0 or less. As of March 31, 2013, this ratio was 3.4. Adjusted EBITDA is a non-GAAP measure. Because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by companies in our industry, Spectra Energy Partners’ definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered an alternative to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP.

The issuances of commercial paper, letters of credit and revolving borrowings reduce the amounts available under the credit facilities. As of March 31, 2013, there were no revolving borrowings 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, 2013, 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.

As noted above, the terms of the Spectra Energy Capital, LLC (Spectra Capital) credit agreement requires 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 and Spectra Energy Partners’ debt and capitalization are excluded in the calculation of the ratio. This ratio was 61% at March 31, 2013.

Delayed-draw Term Loan Agreement. In December 2012, Spectra Capital entered into a three-year $1.2 billion unsecured delayed-draw term loan agreement which allowed for up to four borrowings prior to March 1, 2013. The full $1.2 billion available under the agreement was borrowed in the first quarter of 2013. These borrowings are due in 2015 and are classified as Long-Term Debt on the Condensed Consolidated Balance Sheets. Proceeds from borrowings under the term loan were used for general corporate purposes, including acquisitions and to refinance existing indebtedness.

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Inventory

3 Months Ended

Mar. 31, 2013

Inventory

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 in either accounts receivable or other current liabilities, 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, 2013		December 31, 2012
	(in millions)
Natural gas	$	36	$	200
NGLs		14		31
Materials and supplies		78		78
Total inventory	$	128	$	309

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Available Credit Facilities and Restrictive Debt Covenants (Parenthetical) (Detail) In Millions, unless otherwise specified	Mar. 31, 2013 USD ($)	Mar. 31, 2013 Spectra Energy Capital, LLC Covenant Requirement	Mar. 31, 2013 Spectra Energy Capital, LLC Maximum Covenant Requirement	Mar. 31, 2013 Westcoast Energy Inc. Covenant Requirement CAD	Mar. 31, 2013 Westcoast Energy Inc. Maximum Covenant Requirement	Mar. 31, 2013 Union Gas Limited Covenant Requirement CAD	Mar. 31, 2013 Union Gas Limited Maximum Covenant Requirement	Mar. 31, 2013 Spectra Energy Partners, LP Covenant Requirement	Mar. 31, 2013 Spectra Energy Partners, LP Maximum Covenant Requirement
Line of Credit Facility [Line Items]
Debt-to-total defined capitalization ratio		61.00%	65.00%
Total credit facilities capacity	$ 2,888			300		400
Debt-to-total capitalization ratio				50.00%	75.00%	65.00%	75.00%
Debt-to-Adjusted EBITDA ratio maximum									5.0
Debt-to-Adjusted EBITDA ratio								3.4

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Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operations

6. Discontinued Operations

Discontinued operations in 2012 was mostly comprised of the net effects of a settlement arrangement related to prior liquefied natural gas (LNG) contracts. Purchases and sales of propane under these agreements ended in 2012. See Note 9 for further discussion.

The following table summarizes results classified as Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Operations:

	Revenues		Pre-tax Earnings		Income Tax Expense		Income From Discontinued Operations, Net of Tax
	(in millions)
Three Months Ended March 31, 2012
Other	$	57	$	3	$	1	$	2
Total consolidated	$	57	$	3	$	1	$	2

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Earnings per Common Share

3 Months Ended

Mar. 31, 2013

Earnings per Common Share

7. 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,
	2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	340	$	331
Income from discontinued operations, net of tax—controlling interests		—		2
Net income—controlling interests	$	340	$	333
Weighted-average common shares outstanding
Basic		669		652
Diluted		670		655
Basic and diluted earnings per common share (a)
Continuing operations	$	0.51	$	0.51
Discontinued operations, net of tax		—		—
Total basic and diluted earnings per common share	$	0.51	$	0.51

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

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Investments in and Loans to Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2013

Investments in and Loans to Unconsolidated Affiliates

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,
	2013		2012
	(in millions)
Operating revenues	$	2,612	$	2,902
Operating expenses		2,450		2,694
Operating income		162		208
Net income		120		155
Net income attributable to members’ interests		91		144

DCP Midstream recorded gains on sales of common units of DCP Partners in the first quarters of 2013 and 2012 directly to DCP Midstream’s equity. Our proportionate 50% share, totaling $43 million and $21 million, respectively, was recorded in Equity in Earnings of Unconsolidated Affiliates in the Condensed Consolidated Statements of Operations.

Related Party Transactions. In 2008, we entered into a settlement agreement related to certain LNG transportation contracts under which one of our subsidiaries’ claims were satisfied pursuant to commercial transactions involving the purchase of propane from certain parties. We subsequently entered into associated agreements with affiliates of DCP Midstream for the sale of these propane volumes. Net purchases and sales of propane under these arrangements are reflected as discontinued operations. Purchases of propane under the settlement agreement, and subsequent sales to affiliates of DCP Midstream, ended during the second quarter of 2012. Sales of propane to affiliates of DCP Midstream were $57 million for the three months ended March 31, 2012.

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Fair Value of Financial Instruments Recorded and Carried at Book Value (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Book Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	$ 71	[1]	$ 71	[1]
Long-term debt, including current maturities	12,982	[2]	11,518	[2]
Approximate Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable, noncurrent	71	[1]	71	[1]
Long-term debt, including current maturities	$ 14,907	[2]	$ 13,539	[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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Information about Interest Rate Swaps (Detail) (Interest Rate Swap, USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Interest Rate Swap
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets	$ 46	$ 61
Amounts Not Offset in the Condensed Consolidated Balance Sheets	5	7
Net Amount	41	54
Gross Amounts Presented in the Condensed Consolidated Balance Sheets	9	12
Amounts Not Offset in the Condensed Consolidated Balance Sheets	5	7
Net Amount	$ 4	$ 5

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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, 2013	Mar. 31, 2012
Long-term derivative liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, beginning of period	$ 9	$ 14
Total realized/unrealized losses (gains):
Included in earnings	1	(1)
Included in other comprehensive income	(4)	2
Fair value, end of period	6	15
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	$ 1	$ (1)

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2013

Changes in Goodwill

The following presents changes in goodwill during 2013:

December 31, 2012	$	4,513
Acquisition of Express-Platte		454
Foreign currency translation		(80	)
March 31, 2013	$	4,887

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Basic and Diluted Eps Calculations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Earnings Per Share Disclosure [Line Items]
Income from continuing operations, net of tax-controlling interests	$ 340		$ 331
Income from discontinued operations, net of tax-controlling interests			2
Net income-controlling interests	$ 340		$ 333
Weighted-average common shares outstanding
Basic	669		652
Diluted	670		655
Basic and diluted earnings per common share
Continuing operations	$ 0.51	[1]	$ 0.51	[1]
Discontinued operations, net of tax		[1]		[1]
Total basic and diluted earnings per common share	$ 0.51	[1]	$ 0.51	[1]

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

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Risk Management and Hedging Activities

3 Months Ended

Mar. 31, 2013

Risk Management and Hedging Activities

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 the processing plants 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, primarily around interest rate 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.

At March 31, 2013, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,596 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:

	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	March 31, 2013						December 31, 2012
	(in millions)
Assets	$	46	$	5	$	41	$	61	$	7	$	54
Liabilities		9		5		4		12		7		5

As of March 31, 2013, we had an interest rate swap with a counterparty which was in a net liability position of $4 million which could be terminated at any time. In addition, we had an interest rate swap with another counterparty which was in a net liability position of $5 million which could be terminated by the counterparty if one of our credit ratings falls below investment grade.

Other than interest rate swaps described above, we did not have any significant derivatives outstanding during the three months ended March 31, 2013.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements

19. New Accounting Pronouncements

There were no significant accounting pronouncements adopted during the three months ended March 31, 2013 that had a material impact on our consolidated results of operations, financial position or cash flows.

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Tax Contingency [Line Items]
Income tax expense (benefit) from continuing operations	$ 130	$ 137
Effective tax rate for income from continuing operations	26.00%	28.00%

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General - Additional Information (Detail) (DCP Midstream, LLC)	Mar. 31, 2013
DCP Midstream, LLC
Significant Accounting Policies [Line Items]
Percentage of ownership	50.00%

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Preferred stock, par	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares outstanding	0	0
Common stock, par	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	669,000,000	668,000,000

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Business Segments

3 Months Ended

Mar. 31, 2013

Business Segments

3. Business Segments

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

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

U.S. Transmission provides transportation and storage of natural gas for customers in various regions of the northeastern and southeastern United States and the Maritime Provinces in Canada. The natural gas transmission and storage operations in the U.S. are primarily subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC). Spectra Energy Partners, LP (Spectra Energy Partners), a master limited partnership owned 61% by Spectra Energy as of March 31, 2013, is part of the U.S. Transmission segment.

Distribution provides retail natural gas distribution service in Ontario, Canada, as well as natural gas transportation 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 transportation of natural gas, natural gas gathering and processing services, and NGLs extraction, fractionation, transportation, storage and marketing to customers in western Canada and the northern tier of the United States. This segment conducts business mostly through BC Pipeline, BC Field Services, and the NGL marketing and Canadian Midstream businesses. BC Pipeline and BC Field Services operations are primarily subject to the rules and regulations of Canada’s National Energy Board (NEB).

Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas. In addition, this segment also produces, fractionates, transports, stores, sells, markets and trades NGLs and 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 has a 26% ownership interest in DCP Midstream Partners, LP (DCP Partners), a master limited partnership.

Liquids, a newly formed segment effective with the March 2013 acquisition of Express-Platte, provides transportation of crude oil and NGLs. The Express pipeline carries crude oil from Alberta, Canada to refining markets in the Rockies area. The Platte pipeline, which interconnects with Express pipeline in Casper, Wyoming, transports crude oil predominantly from the Bakken and western Canada to refineries in the Midwest. These operations are primarily subject to the rules and regulations of the FERC and NEB. The Sand Hills and Southern Hills pipelines, currently under construction by DCP Midstream, will provide NGL transportation from the Permian Basin and Eagle Ford region to the premium NGL markets on the Gulf Coast, and from the Mid-Continent to Mont Belvieu, Texas, respectively. We have direct one-third ownership interests in Sand Hills and Southern Hills. DCP Midstream and Phillips 66 also each own direct one-third ownership interests in the two pipelines. Sand Hills and Southern Hills are subject to the rules and regulations of the FERC.

Our reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on earnings before interest and taxes (EBIT), which represents earnings from continuing operations (both operating and non-operating) before interest and taxes, net of noncontrolling interests related to those earnings. Cash, cash equivalents and short-term investments are managed centrally, so the associated realized and unrealized gains and losses from foreign currency transactions and interest and dividend income on those balances are excluded from the segments’ EBIT. 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 (a)			Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes (a)
			(in millions)
Three Months Ended March 31, 2013
U.S. Transmission	$	481	$	3		$	484		$	266
Distribution		699		—			699			168
Western Canada Transmission & Processing		393		15			408			111
Field Services		—		—			—			88
Liquids		13		—			13			6
Total reportable segments		1,586		18			1,604			639
Other		3		12			15			(26	)
Eliminations		—		(30	)		(30	)		—
Interest expense		—		—			—			149
Interest income and other (b)		—		—			—			36
Total consolidated	$	1,589	$	—		$	1,589		$	500
Three Months Ended March 31, 2012
U.S. Transmission	$	493	$	2		$	495		$	271
Distribution		597		—			597			151
Western Canada Transmission & Processing		453		13			466			138
Field Services		—		—			—			93
Liquids		—		—			—			—
Total reportable segments		1,543		15			1,558			653
Other		1		20			21			(29	)
Eliminations		—		(35	)		(35	)		—
Interest expense		—		—			—			157
Interest income and other (b)		—		—			—			29
Total consolidated	$	1,544	$	—		$	1,544		$	496

(a) Excludes amounts associated with entities included in discontinued operations.

(b) Includes foreign currency transaction gains and losses and the add-back of noncontrolling interests related to segment EBIT.

Condensed Consolidated Balance Sheets

	March 31, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	12,895		$	12,630
Distribution		5,632			5,842
Western Canada Transmission & Processing		6,394			6,431
Field Services		1,272			1,235
Liquids (a)		2,503			513
Total reportable segments		28,696			26,651
Other (a)		4,408			4,475
Eliminations		(566	)		(539	)
Total consolidated	$	32,538		$	30,587

(a) The December 31, 2012 amounts presented for Liquids and Other have been re-cast to reflect the move of our investments in Sand Hills and Southern Hills, totaling $513 million, from Other to Liquids effective with the creation of the Liquids operating segment in the first quarter of 2013.

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Estimated Fair Values of Held to Maturity Securities (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Schedule of Held-to-maturity Securities [Line Items]
Estimated Fair Value	$ 283	$ 262
Canadian Government Securities
Schedule of Held-to-maturity Securities [Line Items]
Estimated Fair Value	206	210
Bankers acceptance notes
Schedule of Held-to-maturity Securities [Line Items]
Estimated Fair Value	$ 77	$ 52

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Employee Benefit Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans	$ 5	$ 6
Anticipated contributions to the defined benefit plans in 2013	20
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans	23	18
Anticipated contributions to the defined benefit plans in 2013	95
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	4
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

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events

20. Subsequent Events

In April 2013, Spectra Energy Partners issued 5.2 million common units to the public, representing limited partner interests, and 0.1 million general partner units to Spectra Energy. Total net proceeds to Spectra Energy Partners were $193 million (net proceeds to Spectra Energy were $190 million) and are restricted for the purposes of funding Spectra Energy Partners’ capital expenditures and acquisitions.

On May 2, 2013, subsidiaries of Spectra Energy entered into definitive agreements with respect to Express-Platte, under which the subsidiaries will contribute a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners and sell a 100% ownership interest in the Canadian portion to Spectra Energy Partners. Aggregate consideration for the transactions will be approximately $823 million, consisting of approximately $555 million in cash, $139 million in newly issued Spectra Energy Partners partnership units and $129 million of acquired Express-Platte debt. The transactions are expected to close in the third quarter of 2013, subject to regulatory approval and the satisfaction of customary closing conditions.

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Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 188	$ 94	$ 105	$ 174
Receivables-other	1,119	970
Other current assets	429	599
Total current assets	1,736	1,663
Investments in and loans to unconsolidated affiliates	2,801	2,692
Goodwill	4,887	4,513
Other assets	544	572
Property, plant and equipment, net	21,304	19,905
Regulatory assets and deferred debits	1,266	1,242
Total Assets	32,538	30,587
Accounts payable-other	515	464
Commercial paper	1,415	1,259
Accrued taxes payable	89	67
Current maturities of long-term debt	747	921
Other current liabilities	997	1,080
Total current liabilities	3,763	3,791
Long-term Debt	12,280	10,653
Deferred credits and other liabilities	6,427	6,042
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	8,940	8,972
Noncontrolling interests	870	871
Total equity	9,810	9,843	9,224	8,896
Total Liabilities and Equity	32,538	30,587
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	157	164
Receivables-other	1	1
Other current assets	13	17
Total current assets	171	182
Investments in consolidated subsidiaries	13,195	12,974
Other assets	39	39
Regulatory assets and deferred debits	3	3
Total Assets	13,408	13,198
Accounts payable-other	5	4
Accrued taxes payable	9	10
Other current liabilities	41	61
Total current liabilities	55	75
Advances payable-consolidated subsidiaries	4,228	3,957
Deferred credits and other liabilities	185	194
Equity
Controlling interests	8,940	8,972
Total equity	8,940	8,972
Total Liabilities and Equity	13,408	13,198
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	2	3	2	2
Receivables-other	56	56
Other current assets	17	23
Total current assets	75	82
Investments in and loans to unconsolidated affiliates	70	70
Investments in consolidated subsidiaries	17,076	14,969
Advances receivable-consolidated subsidiaries	5,503	5,658
Other assets	56	67
Regulatory assets and deferred debits	17	14
Total Assets	22,797	20,860
Accounts payable-other	92	74
Accounts payable-consolidated subsidiaries	72	91
Commercial paper	792	513
Short-term borrowings-consolidated subsidiaries	905	912
Current maturities of long-term debt	398	744
Other current liabilities	92	106
Total current liabilities	2,351	2,440
Long-term Debt	4,240	2,550
Deferred credits and other liabilities	3,011	2,896
Equity
Controlling interests	13,195	12,974
Total equity	13,195	12,974
Total Liabilities and Equity	22,797	20,860
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	186	91	103	172
Receivables-other	1,062	913
Other current assets	399	559
Total current assets	1,647	1,563
Investments in and loans to unconsolidated affiliates	2,731	2,622
Notes receivable-consolidated subsidiaries	905	912
Goodwill	4,887	4,513
Other assets	449	466
Property, plant and equipment, net	21,304	19,905
Regulatory assets and deferred debits	1,246	1,225
Total Assets	33,169	31,206
Accounts payable-other	418	386
Accounts payable-consolidated subsidiaries	85	73
Commercial paper	623	746
Accrued taxes payable	80	57
Current maturities of long-term debt	349	177
Other current liabilities	864	913
Total current liabilities	2,419	2,352
Long-term Debt	8,040	8,103
Advances payable-consolidated subsidiaries	1,275	1,701
Deferred credits and other liabilities	3,231	2,952
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	17,076	14,969
Noncontrolling interests	870	871
Total equity	17,946	15,840
Total Liabilities and Equity	33,169	31,206
Eliminations
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	(157)	(164)
Total current assets	(157)	(164)
Investments in consolidated subsidiaries	(30,271)	(27,943)
Advances receivable-consolidated subsidiaries	(5,503)	(5,658)
Notes receivable-consolidated subsidiaries	(905)	(912)
Total Assets	(36,836)	(34,677)
Accounts payable-consolidated subsidiaries	(157)	(164)
Short-term borrowings-consolidated subsidiaries	(905)	(912)
Total current liabilities	(1,062)	(1,076)
Advances payable-consolidated subsidiaries	(5,503)	(5,658)
Equity
Controlling interests	(30,271)	(27,943)
Total equity	(30,271)	(27,943)
Total Liabilities and Equity	$ (36,836)	$ (34,677)

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Risk Management and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2013

Information about Interest Rate Swaps

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

	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	March 31, 2013						December 31, 2012
	(in millions)
Assets	$	46	$	5	$	41	$	61	$	7	$	54
Liabilities		9		5		4		12		7		5

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Measurements

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, 2013
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	63	$	—	$	63	$	—
Corporate debt securities	Current assets—other		19		—		19		—
Derivative assets—interest rate swaps	Current assets—other		6		—		6		—
Corporate debt securities	Investments and other assets—other		138		—		138		—
Derivative assets—interest rate swaps	Investments and other assets—other		40		—		40		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	267	$	1	$	266	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	6	$	—	$	—	$	6
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		9		—		9		—
Total Liabilities		$	15	$	—	$	9	$	6

Description	Condensed Consolidated Balance Sheet Caption	December 31, 2012
		Total		Level 1		Level 2		Level 3
		(in millions)
Corporate debt securities	Cash and cash equivalents	$	52	$	—	$	52	$	—
Corporate debt securities	Current assets—other		16		—		16		—
Derivative assets—interest rate swaps	Current assets—other		13		—		13		—
Corporate debt securities	Investments and other assets—other		148		—		148		—
Derivative assets—interest rate swaps	Investments and other assets—other		48		—		48		—
Money market funds	Investments and other assets—other		1		1		—		—
Total Assets		$	278	$	1	$	277	$	—
Derivative liabilities—natural gas purchase contracts	Deferred credits and other liabilities—regulatory and other	$	9	$	—	$	—	$	9
Derivative liabilities—interest rate swaps	Deferred credits and other liabilities—regulatory and other		12		—		12		—
Total Liabilities		$	21	$	—	$	12	$	9

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,
	2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings		1			(1	)
Included in other comprehensive income		(4	)		2
Fair value, end of period	$	6		$	15
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	$	1		$	(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.

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, 2013				December 31, 2012
	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)		12,982		14,907		11,518		13,539

(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.

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 2013 and 2012 periods, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.