10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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  ý    No  ¨

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

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

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

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

Number of shares of Common Stock, $0.001 par value, outstanding as of June 30, 2013: 669,337,440

SPECTRA ENERGY CORP

FORM 10-Q FOR THE QUARTER ENDED

June 30, 2013

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012	5
	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012	8
	Condensed Consolidated Statements of Equity for the six months ended June 30, 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	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	48
Item 6.	Exhibits	48
	Signatures	49

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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Operating Revenues
Transportation, storage and processing of natural gas	$	766	$	784	$	1,566	$	1,615
Distribution of natural gas	283		240		908		745
Sales of natural gas liquids	65		56		177		205
Transportation of crude oil	67		—		80		—
Other	39		32		78		91
Total operating revenues	1,220		1,112		2,809		2,656
Operating Expenses
Natural gas and petroleum products purchased	167		146		632		579
Operating, maintenance and other	410		334		742		655
Depreciation and amortization	196		185		382		369
Property and other taxes	93		81		193		169
Total operating expenses	866		746		1,949		1,772
Gains on Sales of Other Assets and Other, net	—		1		—		2
Operating Income	354		367		860		886
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	72		91		182		209
Other income and expenses, net	22		18		55		34
Total other income and expenses	94		109		237		243
Interest Expense	160		155		309		312
Earnings From Continuing Operations Before Income Taxes	288		321		788		817
Income Tax Expense From Continuing Operations	62		80		192		217
Income From Continuing Operations	226		241		596		600
Income From Discontinued Operations, net of tax	—		—		—		2
Net Income	226		241		596		602
Net Income—Noncontrolling Interests	27		26		57		54
Net Income—Controlling Interests	$	199	$	215	$	539	$	548
Common Stock Data
Weighted-average shares outstanding
Basic	669		653		669		652
Diluted	671		655		671		655
Earnings per share from continuing operations
Basic	$	0.30	$	0.33	$	0.81	$	0.84
Diluted	$	0.30	$	0.33	$	0.80	$	0.83
Earnings per share
Basic	$	0.30	$	0.33	$	0.81	$	0.84
Diluted	$	0.30	$	0.33	$	0.80	$	0.84
Dividends per share	$	0.305	$	0.28	$	0.61	$	0.56

See Notes to Condensed Consolidated Financial Statements.

4

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net Income	$	226		$	241		$	596		$	602
Other comprehensive income (loss)
Foreign currency translation adjustments	(251		)	(133		)	(440		)	29
Unrealized mark-to-market net gain on hedges	—			3			3			3
Reclassification of cash flow hedges into earnings	2			2			4			4
Pension and benefits impact	10			18			21			23
Other	(1		)	—			—			—
Total other comprehensive income (loss)	(240		)	(110		)	(412		)	59
Total Comprehensive Income (Loss), net of tax	(14		)	131			184			661
Less: Comprehensive Income—Noncontrolling Interests	25			24			52			54
Comprehensive Income (Loss)—Controlling Interests	$	(39	)	$	107		$	132		$	607

See Notes to Condensed Consolidated Financial Statements.

5

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

	June 30, 2013		December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	217	$	94
Receivables, net	957		970
Inventory	224		309
Other	329		290
Total current assets	1,727		1,663
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,883		2,692
Goodwill	4,806		4,513
Other	685		572
Total investments and other assets	8,374		7,777
Property, Plant and Equipment
Cost	27,656		26,257
Less accumulated depreciation and amortization	6,359		6,352
Net property, plant and equipment	21,297		19,905
Regulatory Assets and Deferred Debits	1,262		1,242
Total Assets	$	32,660	$	30,587

See Notes to Condensed Consolidated Financial Statements.

6

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per-share amounts)

	June 30, 2013		December 31, 2012
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	577	$	464
Commercial paper	1,684		1,259
Taxes accrued	86		67
Interest accrued	189		185
Current maturities of long-term debt	1,140		921
Other	835		895
Total current liabilities	4,511		3,791
Long-term Debt	11,656		10,653
Deferred Credits and Other Liabilities
Deferred income taxes	4,883		4,358
Regulatory and other	1,623		1,684
Total deferred credits and other liabilities	6,506		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 June 30, 2013 and December 31, 2012, respectively	1		1
Additional paid-in capital	5,347		5,297
Retained earnings	2,294		2,165
Accumulated other comprehensive income	1,102		1,509
Total controlling interests	8,744		8,972
Noncontrolling interests	985		871
Total equity	9,729		9,843
Total Liabilities and Equity	$	32,660	$	30,587

See Notes to Condensed Consolidated Financial Statements.

7

SPECTRA ENERGY CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	596		$	602
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	388			375
Deferred income tax expense	182			147
Equity in earnings of unconsolidated affiliates	(182		)	(209		)
Distributions received from unconsolidated affiliates	147			197
Other	69			47
Net cash provided by operating activities	1,200			1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(959		)	(789		)
Investments in and loans to unconsolidated affiliates	(168		)	—
Acquisitions, net of cash acquired	(1,254		)	(30		)
Purchases of held-to-maturity securities	(456		)	(1,490		)
Proceeds from sales and maturities of held-to-maturity securities	463			1,387
Purchases of available-for-sale securities	(2,899		)	—
Proceeds from sales and maturities of available-for-sale securities	2,722			21
Distributions received from unconsolidated affiliates	13			11
Other changes in restricted funds	1			92
Other	2			6
Net cash used in investing activities	(2,535		)	(792		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848			—
Payments for the redemption of long-term debt	(546		)	(28		)
Net increase in commercial paper	440			15
Distributions to noncontrolling interests	(69		)	(56		)
Dividends paid on common stock	(412		)	(372		)
Proceeds from the issuance of Spectra Energy Partners, LP common units	190			—
Other	10			27
Net cash provided by (used in) financing activities	1,461			(414		)
Effect of exchange rate changes on cash	(3		)	—
Net increase (decrease) in cash and cash equivalents	123			(47		)
Cash and cash equivalents at beginning of period	94			174
Cash and cash equivalents at end of period	$	217		$	127
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$	148		$	182

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	—		—			539			—			—			57			596
Other comprehensive income (loss)	—		—			—			(435		)	28			(5		)	(412		)
Dividends on common stock	—		—			(410		)	—			—			—			(410		)
Stock-based compensation	—		4			—			—			—			—			4
Distributions to noncontrolling interests	—		—			—			—			—			(69		)	(69		)
Spectra Energy common stock issued	—		10			—			—			—			—			10
Spectra Energy Partners, LP common units issued	—		38			—			—			—			128			166
Other, net	—		(2		)	—			—			—			3			1
June 30, 2013	$	1	$	5,347		$	2,294		$	1,609		$	(507	)	$	985		$	9,729
December 31, 2011	$	1	$	4,814		$	1,977		$	1,832		$	(559	)	$	831		$	8,896
Net income	—		—			548			—			—			54			602
Other comprehensive income	—		—			—			29			30			—			59
Dividends on common stock	—		—			(369		)	—			—			—			(369		)
Stock-based compensation	—		5			—			—			—			—			5
Distributions to noncontrolling interests	—		—			—			—			—			(56		)	(56		)
Spectra Energy common stock issued	—		11			—			—			—			—			11
June 30, 2012	$	1	$	4,830		$	2,156		$	1,861		$	(529	)	$	829		$	9,148

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 $247 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	10
Property, plant and equipment	1,352
Accounts payable	(20		)
Other current liabilities	(14		)
Deferred credits and other liabilities	(326		)
Long-term debt, including current portion	(247		)
Total assets acquired/liabilities assumed	843
Goodwill	$	478

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 June 30, 2013, Express-Platte debt, including current maturities, totaled $228 million, consisting of $118 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.

On August 2, 2013, subsidiaries of Spectra Energy contributed a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners, LP (Spectra Energy Partners) and sold a 100% ownership interest in the Canadian portion to Spectra Energy Partners. See Note 22 for further discussion.

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, a master limited partnership owned 58% by Spectra Energy as of June 30, 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, which were placed in service in the second quarter of 2013, provide transportation of NGLs 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 June 30, 2013
U.S. Transmission	$	454	$	2		$	456		$	248
Distribution	352		—			352			65
Western Canada Transmission & Processing	339		18			357			74
Field Services	—		—			—			46
Liquids	73		—			73			32
Total reportable segments	1,218		20			1,238			465
Other	2		12			14			(45		)
Eliminations	—		(32		)	(32		)	—
Interest expense	—		—			—			160
Interest income and other (b)	—		—			—			28
Total consolidated	$	1,220	$	—		$	1,220		$	288
Three Months Ended June 30, 2012
U.S. Transmission	$	462	$	2		$	464		$	237
Distribution	322		—			322			75
Western Canada Transmission & Processing	325		4			329			94
Field Services	—		—			—			66
Liquids	—		—			—			—
Total reportable segments	1,109		6			1,115			472
Other	3		16			19			(25		)
Eliminations	—		(22		)	(22		)	—
Interest expense	—		—			—			155
Interest income and other (b)	—		—			—			29
Total consolidated	$	1,112	$	—		$	1,112		$	321
Six Months Ended June 30, 2013
U.S. Transmission	$	935	$	5		$	940		$	514
Distribution	1,051		—			1,051			233
Western Canada Transmission & Processing	732		33			765			185
Field Services	—		—			—			134
Liquids	86		—			86			38
Total reportable segments	2,804		38			2,842			1,104
Other	5		24			29			(71		)
Eliminations	—		(62		)	(62		)	—
Interest expense	—		—			—			309
Interest income and other (b)	—		—			—			64
Total consolidated	$	2,809	$	—		$	2,809		$	788
Six Months Ended June 30, 2012
U.S. Transmission	$	955	$	4		$	959		$	508
Distribution	919		—			919			226
Western Canada Transmission & Processing	778		17			795			232
Field Services	—		—			—			159
Liquids	—		—			—			—
Total reportable segments	2,652		21			2,673			1,125
Other	4		36			40			(54		)
Eliminations	—		(57		)	(57		)	—
Interest expense	—		—			—			312
Interest income and other (b)	—		—			—			58
Total consolidated	$	2,656	$	—		$	2,656		$	817

(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.

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Condensed Consolidated Balance Sheets

	June 30, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	13,248		$	12,630
Distribution	5,442			5,842
Western Canada Transmission & Processing	6,303			6,431
Field Services	1,278			1,235
Liquids (a)	2,595			513
Total reportable segments	28,866			26,651
Other (a)	4,288			4,475
Eliminations	(494		)	(539		)
Total consolidated	$	32,660		$	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’ distribution rates, effective January 1, 2013, were approved by the OEB following a cost of service application since 2012 was the final year of a multi-year incentive regulation framework that began January 1, 2008.

In July 2013, Union Gas applied for OEB approval of the parameters of a new multi-year incentive regulation framework. The parameters were determined through a settlement process and negotiated agreement with the key stakeholders who regularly participate in Union Gas’ rates applications and who represent the interests of its customers.

The new incentive regulation framework establishes new rates at the beginning of each year through the use of a pricing formula rather than through the examination of revenue and cost forecasts. The framework allows for annual inflationary rate increases, offset by a productivity factor of 60% of inflation, such that the annual net rate escalator in each year is 40% of inflation. The framework also allows for rate increases in the small volume customer classes where average use is declining, a five-year term commencing in 2014, certain adjustments to base rates, the continued pass-through of gas commodity, upstream transportation and demand side management costs, the additional pass-through of costs associated with major capital investments and certain fuel variances, an allowance for unexpected cost changes that are outside of management's control, earnings sharing between Union Gas and its customers beyond specified earnings levels, and equal sharing of tax changes between Union Gas and its customers. A hearing on the proposed framework and the related settlement agreement is expected later this year.

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 has been set for October 2013.

In May 2013, Union Gas filed an application with the OEB for the annual disposition of the 2012 non-commodity deferral account balances. The application included 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 as 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 less than $1 million. If the OEB finds 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 net refund payable of $17 million, comprised of $39 million in Other Current Liabilities and $22 million in Other Current Assets, which is reflected on the Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012. A hearing on this matter is expected later this year.

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Express-Platte. Express Pipeline Limited Partnership’s proposal for increases in uncommitted rates filed with the NEB became effective on April 1, 2013. Express Pipeline Limited Partnership, Express Pipeline LLC, and Platte Pipe Line Company, LLC’s proposal for increases in joint committed rates filed with the NEB and FERC also became effective on April 1, 2013. Express Pipeline LLC’s and Platte Pipe Line Company, LLC’s proposals for increases in uncommitted rates filed with the FERC became effective on July 1, 2013.

5. Income Taxes

Income tax expense from continuing operations for the three months ended June 30, 2013 was $62 million, compared to $80 million for the same period in 2012. Income tax expense from continuing operations for the six months endedJune 30, 2013 was $192 million, compared to $217 million for the same period in 2012. The lower income tax expense for the 2013 periods resulted mainly from favorable enacted Canadian federal income tax legislation and lower earnings.

The effective tax rates for income from continuing operations for the three months ended June 30, 2013 and 2012 were 22% and 25%, respectively, and 24% and 27% for the six-month periods, respectively. The lower effective tax rates in the 2013 periods resulted primarily from favorable enacted Canadian federal income tax legislation. 

We recorded a $14 million decrease in unrecognized tax benefits during the six-month period ended June 30, 2013 due to enacted Canadian federal income tax legislation. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could increase by approximately $7 million prior to June 30, 2014 as a result of the expiration of statutes of limitation and expected audit settlements.

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 10 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 June 30, 2012
Other	$	42	$	—	$	—	$	—
Total consolidated	$	42	$	—	$	—	$	—
Six Months Ended June 30, 2012
Other	$	99	$	3	$	1	$	2
Total consolidated	$	99	$	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.

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The following table presents our basic and diluted EPS calculations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	199	$	215	$	539	$	546
Income from discontinued operations, net of tax—controlling interests	—		—		—		2
Net income—controlling interests	$	199	$	215	$	539	$	548
Weighted-average common shares outstanding
Basic	669		653		669		652
Diluted	671		655		671		655
Basic earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.81	$	0.84
Total basic earnings per common share	$	0.30	$	0.33	$	0.81	$	0.84
Diluted earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.80	$	0.83
Discontinued operations, net of tax	—		—		—		0.01
Total diluted earnings per common share	$	0.30	$	0.33	$	0.80	$	0.84

 __________

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

8. Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations			Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
	(in millions)
March 31, 2013	$	1,858		$	(496	)	$	(18	)	$	(4	)	$	1,340
Reclassified to Net Income	—			—			1			1			2
Other AOCI activity	(249		)	10			—			(1		)	(240		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102
December 31, 2012	$	2,044		$	(507	)	$	(23	)	$	(5	)	$	1,509
Reclassified to Net Income	—			—			3			1			4
Other AOCI activity	(435		)	21			3			—			(411		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102

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

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9. 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:

	June 30, 2013		December 31, 2012
	(in millions)
Natural gas	$	106	$	200
NGLs	40		31
Materials and supplies	78		78
Total inventory	$	224	$	309

10. Investments in and Loans to Unconsolidated Affiliates

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Operating revenues	$	2,861	$	2,219	$	5,473	$	5,121
Operating expenses	2,671		1,998		5,121		4,692
Operating income	190		221		352		429
Net income	142		185		262		340
Net income attributable to members’ interests	78		132		169		276

DCP Midstream recorded gains on sales of common units of DCP Partners in each of the first and second quarters of 2013 and 2012 directly to DCP Midstream’s equity. Our proportionate 50% share, totaling $7 million and $1 million in the second quarters of 2013 and 2012, respectively, and $50 million and $22 million during the six-month periods ended June 30, 2013 and 2012, 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 $42 million and $99 million for the three and six months ended June 30, 2012, respectively.

11. Goodwill

We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2013 and no impairments were identified.

We perform our annual review for goodwill impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and

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regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, except for the reporting units of our Western Canada Transmission & Processing reportable segment, which are one level below.

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

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

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 June 30, 2013 commodity prices, and concluded there was no impairment of goodwill related to Empress.

The following presents changes in goodwill during 2013:

	Goodwill
	(in millions)
December 31, 2012	$	4,513
Acquisition of Express-Platte	478
Foreign currency translation	(185		)
June 30, 2013	$	4,806

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

12. Marketable Securities and Restricted Funds

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

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	341	$	164
Money market funds	1		1
Total available-for-sale securities	$	342	$	165

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Most of our AFS securities are restricted funds and are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Restricted funds
Investments and other assets—other	$	321	$	142
Non-restricted funds
Current assets—other	19		16
Investments and other assets—other	2		7
Total available-for-sale securities	$	342	$	165

During the second quarter of 2013, we invested the proceeds from Spectra Energy Partners’ issuance of common units in AFS marketable securities. These securities are restricted for the purpose of funding future Spectra Energy Partners’ capital expenditures and acquisitions.

At June 30, 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 June 30, 2013 or December 31, 2012.

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	June 30, 2013		December 31, 2012
		(in millions)
Bankers acceptances	Current assets—other	$	35	$	37
Canadian government securities	Current assets—other	35		39
Money market funds	Current assets—other	17		—
Canadian government securities	Investments and other assets—other	159		171
Bankers acceptances	Investments and other assets—other	—		15
Total held-to-maturity securities		$	246	$	262

All of our HTM securities are restricted funds pursuant to certain Maritimes & Northeast Pipeline Limited Partnership (M&N LP) and Express-Platte debt agreements. The funds restricted for M&N LP, 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 June 30, 2013.

At June 30, 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 June 30, 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 $13 million at June 30, 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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13. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Outstanding at June  30, 2013						Available Credit Facilities Capacity
				Commercial Paper		Letters of Credit		Total
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2016	$	1,500	$	1,128	$	7	$	1,135	$	365
Westcoast Energy Inc.
Multi-year syndicated (b)	2016	285		232		—		232		53
Union Gas
Multi-year syndicated (c)	2016	380		—		—		—		380
Spectra Energy Partners
Multi-year syndicated (d)	2016	700		324		—		324		376
Total		$	2,865	$	1,684	$	7	$	1,691	$	1,174

___________

(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 62% at June 30, 2013.

(b) U.S. dollar equivalent at June 30, 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 48% at June 30, 2013.

(c) U.S. dollar equivalent at June 30, 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 64% at June 30, 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 June 30, 2013, this ratio was 3.1. 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 June 30, 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 June 30, 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 62% at June 30, 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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14. Fair Value Measurements

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

Description	Condensed Consolidated Balance Sheet Caption	June 30, 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	5		—		5		—
Corporate debt securities	Investments and other assets—other	322		—		322		—
Derivative assets—interest rate swaps	Investments and other assets—other	25		—		25		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	435	$	1	$	434	$	—
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 June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	6	$	15		$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings	—		1			1			—
Included in other comprehensive income	—		(5		)	(4		)	(3		)
Settlements	—		(1		)	—			(1		)
Fair value, end of period	$	6	$	10		$	6		$	10
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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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.

	June 30, 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)	12,773		13,950		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.

15. 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.

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

At June 30, 2013, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,589 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	June 30, 2013						December 31, 2012
	(in millions)
Assets	$	30	$	4	$	26	$	61	$	7	$	54
Liabilities	9		4		5		12		7		5

As of June 30, 2013, we had an interest rate swap with a counterparty which was in a net liability position of $5 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 $4 million which could be terminated by the counterparty if any 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 six months ended June 30, 2013.

16. 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 June 30, 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.

23

Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves recorded as of June 30, 2013 or December 31, 2012 related to litigation.

Other Commitments and Contingencies

See Note 17 for a discussion of guarantees and indemnifications.

17. 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 June 30, 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 June 30, 2013, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.

18. Sale of Spectra Energy Partners Units

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. The sale of the units decreased Spectra Energy's ownership in Spectra Energy Partners from 61% to 58%. In connection with the sale of the units, a $61 million gain ($38 million net of tax) to Additional Paid-in Capital and a $128 million increase in Equity-Noncontrolling Interests were recorded in the second quarter of 2013.

24

The following table presents the effects of changes in our ownership interests in non-100%-owned consolidated subsidiaries:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Net Income - Controlling Interests	$	199	$	215	$	539	$	548
Increase in Additional Paid-in Capital resulting from sale of units of Spectra Energy Partners	38		—		38		—
Total Net Income - Controlling Interests and changes in Equity - Controlling Interests	$	237	$	215	$	577	$	548

19. 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 $11 million to our U.S. retirement plans in both the six-month periods ended June 30, 2013 and 2012. We made total contributions to the Canadian DC and qualified DB plans of $46 million during the six months ended June 30, 2013 and $35 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 $90 million to the Canadian plans in 2013.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	4		$	4		$	9		$	7
Interest cost on projected benefit obligation	6			6			11			12
Expected return on plan assets	(8		)	(7		)	(16		)	(15		)
Amortization of loss	5			3			10			7
Net periodic pension cost	$	7		$	6		$	14		$	11
Canada
Service cost benefit earned	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation	12			12			25			25
Expected return on plan assets	(16		)	(14		)	(33		)	(29		)
Amortization of loss	9			9			18			18
Amortization of prior service costs	1			1			1			1
Net periodic pension cost	$	14		$	14		$	27		$	28

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.

25

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	1		$	4		$	4
Expected return on plan assets	(1		)	(1		)	(2		)	(2		)
Amortization of loss	1			1			1			1
Net periodic other post-retirement benefit cost	$	2		$	1		$	3		$	3
Canada
Service cost benefit earned	$	1		$	2		$	2		$	4
Interest cost on accumulated post-retirement benefit obligation	1			1			3			3
Amortization of loss	—			1			—			1
Net periodic other post-retirement benefit cost	$	2		$	4		$	5		$	8

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 $4 million and $3 million in the three-month periods ended June 30, 2013 and 2012, respectively, and $7 million in both the six-month periods ended June 30, 2013 and 2012 for U.S. employees. We expensed pre-tax employer matching contributions of $3 million in both the three-month periods ended June 30, 2013 and 2012 and $6 million in both the six-month periods ended June 30, 2013 and 2012 for Canadian employees.

20. 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.

26

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended June 30, 2013
Total operating revenues	$	—		$	—	$	1,220		$	—		$	1,220
Total operating expenses	1			—		865			—			866
Operating income (loss)	(1		)	—		355			—			354
Equity in earnings of unconsolidated affiliates	—			—		72			—			72
Equity in earnings of subsidiaries	194			317		—			(511		)	—
Other income and expenses, net	(1		)	1		22			—			22
Interest expense	—			51		109			—			160
Earnings before income taxes	192			267		340			(511		)	288
Income tax expense (benefit)	(7		)	73		(4		)	—			62
Net income	199			194		344			(511		)	226
Net income—noncontrolling interests	—			—		27			—			27
Net income—controlling interests	$	199		$	194	$	317		$	(511	)	$	199
Three Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	1,112		$	—		$	1,112
Total operating expenses	6			—		740			—			746
Gains on sales of other assets and other, net	—			—		1			—			1
Operating income (loss)	(6		)	—		373			—			367
Equity in earnings of unconsolidated affiliates	—			—		91			—			91
Equity in earnings of subsidiaries	216			342		—			(558		)	—
Other income and expenses, net	—			1		17			—			18
Interest expense	—			48		107			—			155
Earnings from continuing operations before income taxes	210			295		374			(558		)	321
Income tax expense (benefit) from continuing operations	(6		)	79		7			—			80
Income from continuing operations	216			216		367			(558		)	241
Income (loss) from discontinued operations, net of tax	(1		)	—		1			—			—
Net income	215			216		368			(558		)	241
Net income—noncontrolling interests	—			—		26			—			26
Net income—controlling interests	$	215		$	216	$	342		$	(558	)	$	215

27

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Six Months Ended June 30, 2013
Total operating revenues	$	—		$	—	$	2,810	$	(1	)	$	2,809
Total operating expenses	3			—		1,947		(1		)	1,949
Operating income (loss)	(3		)	—		863		—			860
Equity in earnings of unconsolidated affiliates	—			—		182		—			182
Equity in earnings of subsidiaries	531			826		—		(1,357		)	—
Other income and expenses, net	(3		)	4		54		—			55
Interest expense	—			99		210		—			309
Earnings before income taxes	525			731		889		(1,357		)	788
Income tax expense (benefit)	(14		)	200		6		—			192
Net income	539			531		883		(1,357		)	596
Net income—noncontrolling interests	—			—		57		—			57
Net income—controlling interests	$	539		$	531	$	826	$	(1,357	)	$	539
Six Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	2,657	$	(1	)	$	2,656
Total operating expenses	8			—		1,765		(1		)	1,772
Gains on sales of other assets and other, net	—			—		2		—			2
Operating income (loss)	(8		)	—		894		—			886
Equity in earnings of unconsolidated affiliates	—			—		209		—			209
Equity in earnings of subsidiaries	545			828		—		(1,373		)	—
Other income and expenses, net	(1		)	1		34		—			34
Interest expense	—			96		216		—			312
Earnings from continuing operations before income taxes	536			733		921		(1,373		)	817
Income tax expense (benefit) from continuing operations	(13		)	188		42		—			217
Income from continuing operations	549			545		879		(1,373		)	600
Income (loss) from discontinued operations, net of tax	(1		)	—		3		—			2
Net income	548			545		882		(1,373		)	602
Net income—noncontrolling interests	—			—		54		—			54
Net income—controlling interests	$	548		$	545	$	828	$	(1,373	)	$	548

28

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended June 30, 2013
Net income	$	199	$	194	$	344		$	(511	)	$	226
Other comprehensive income (loss)	3		1		(244		)	—			(240		)
Total comprehensive income (loss), net of tax	202		195		100			(511		)	(14		)
Less: comprehensive income—noncontrolling interests	—		—		25			—			25
Comprehensive income (loss)—controlling interests	$	202	$	195	$	75		$	(511	)	$	(39	)
Three Months Ended June 30, 2012
Net income	$	215	$	216	$	368		$	(558	)	$	241
Other comprehensive income (loss)	3		—		(113		)	—			(110		)
Total comprehensive income, net of tax	218		216		255			(558		)	131
Less: comprehensive income—noncontrolling interests	—		—		24			—			24
Comprehensive income—controlling interests	$	218	$	216	$	231		$	(558	)	$	107

Six Months Ended June 30, 2013
Net income	$	539	$	531	$	883		$	(1,357	)	$	596
Other comprehensive income (loss)	7		1		(420		)	—			(412		)
Total comprehensive income, net of tax	546		532		463			(1,357		)	184
Less: comprehensive income—noncontrolling interests	—		—		52			—			52
Comprehensive income—controlling interests	$	546	$	532	$	411		$	(1,357	)	$	132
Six Months Ended June 30, 2012
Net income	$	548	$	545	$	882		$	(1,373	)	$	602
Other comprehensive income	7		1		51			—			59
Total comprehensive income, net of tax	555		546		933			(1,373		)	661
Less: comprehensive income—noncontrolling interests	—		—		54			—			54
Comprehensive income—controlling interests	$	555	$	546	$	879		$	(1,373	)	$	607

29

Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	215	$	—		$	217
Receivables—consolidated subsidiaries	7		7		—		(14		)	—
Receivables—other	1		56		900		—			957
Other current assets	14		17		522		—			553
Total current assets	22		82		1,637		(14		)	1,727
Investments in and loans to unconsolidated affiliates	—		70		2,813		—			2,883
Investments in consolidated subsidiaries	13,190		17,133		—		(30,323		)	—
Advances receivable—consolidated subsidiaries	—		5,845		—		(5,845		)	—
Notes receivable—consolidated subsidiaries	—		—		905		(905		)	—
Goodwill	—		—		4,806		—			4,806
Other assets	43		41		601		—			685
Property, plant and equipment, net	—		—		21,297		—			21,297
Regulatory assets and deferred debits	3		17		1,242		—			1,262
Total Assets	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660
Accounts payable—other	$	2	$	61	$	514	$	—		$	577
Accounts payable—consolidated subsidiaries	—		—		16		(16		)	—
Commercial paper	—		1,128		556		—			1,684
Short-term borrowings—consolidated subsidiaries	—		903		—		(903		)	—
Accrued taxes payable	10		—		76		—			86
Current maturities of long-term debt	—		399		741		—			1,140
Other current liabilities	49		105		870		—			1,024
Total current liabilities	61		2,596		2,773		(919		)	4,511
Long-term debt	—		4,221		7,435		—			11,656
Advances payable—consolidated subsidiaries	4,258		—		1,587		(5,845		)	—
Deferred credits and other liabilities	195		3,181		3,130		—			6,506
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,744		13,190		17,133		(30,323		)	8,744
Noncontrolling interests	—		—		985		—			985
Total equity	8,744		13,190		18,118		(30,323		)	9,729
Total Liabilities and Equity	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660

30

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

31

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	539		$	531		$	883		$	(1,357	)	$	596
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	—			—			388			—			388
Equity in earnings of unconsolidated affiliates	—			—			(182		)	—			(182		)
Equity in earnings of consolidated subsidiaries	(531		)	(826		)	—			1,357			—
Distributions received from unconsolidated affiliates	—			—			147			—			147
Other	(7		)	335			(77		)	—			251
Net cash provided by operating activities	1			40			1,159			—			1,200
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(959		)	—			(959		)
Investments in and loans to unconsolidated affiliates	—			—			(168		)	—			(168		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(456		)	—			(456		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			463			—			463
Purchases of available-for-sale securities	—			—			(2,899		)	—			(2,899		)
Proceeds from sales and maturities of available-for-sale securities	—			—			2,722			—			2,722
Distributions received from unconsolidated affiliates	—			—			13			—			13
Advances from (to) affiliates	156			(589		)	—			433			—
Other changes in restricted funds	—			—			1			—			1
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	156			(589		)	(2,535		)	433			(2,535		)
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		)	(51		)	—			(546		)
Net increase (decrease) in commercial paper	—			615			(175		)	—			440
Net decrease in short-term borrowings—consolidated subsidiaries	—			(9		)	—			9			—
Distributions to noncontrolling interests	—			—			(69		)	—			(69		)
Proceeds from the issuance of Spectra Energy Partners common units	—			—			190			—			190
Dividends paid on common stock	(412		)	—			—			—			(412		)
Distributions and advances from (to) affiliates	240			(1,405		)	1,607			(442		)	—
Other	15			(6		)	1			—			10
Net cash provided by (used in) financing activities	(157		)	548			1,503			(433		)	1,461
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	124			—			123
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	215		$	—		$	217

32

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	548		$	545		$	882		$	(1,373	)	$	602
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			375			—			375
Equity in earnings of unconsolidated affiliates	—			—			(209		)	—			(209		)
Equity in earnings of consolidated subsidiaries	(545		)	(828		)	—			1,373			—
Distributions received from unconsolidated affiliates	—			—			197			—			197
Other	(66		)	153			107			—			194
Net cash provided by (used in) operating activities	(63		)	(130		)	1,352			—			1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(789		)	—			(789		)
Acquisitions	—			—			(30		)	—			(30		)
Purchases of held-to-maturity securities	—			—			(1,490		)	—			(1,490		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			1,387			—			1,387
Proceeds from sales and maturities of available-for-sale securities	—			—			21			—			21
Distributions received from unconsolidated affiliates	—			—			11			—			11
Advances to affiliates	(16		)	(264		)	—			280			—
Other changes in restricted funds	—			—			92			—			92
Other	—			—			6			—			6
Net cash used in investing activities	(16		)	(264		)	(792		)	280			(792		)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for the redemption of long-term debt	—			—			(28		)	—			(28		)
Net increase (decrease) in commercial paper	—			184			(169		)	—			15
Distributions to noncontrolling interests	—			—			(56		)	—			(56		)
Dividends paid on common stock	(372		)	—			—			—			(372		)
Distributions and advances from (to) affiliates	425			209			(354		)	(280		)	—
Other	26			—			1			—			27
Net cash provided by (used in) financing activities	79			393			(606		)	(280		)	(414		)
Effect of exchange rate changes on cash	—			—			—			—			—
Net decrease in cash and cash equivalents	—			(1		)	(46		)	—			(47		)
Cash and cash equivalents at beginning of period	—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	1		$	126		$	—		$	127

33

21. New Accounting Pronouncements

There were no significant accounting pronouncements adopted during the six months ended June 30, 2013 that had a material impact on our consolidated results of operations, financial position or cash flows.

22. Subsequent Events

On July 2, 2013, Union Gas issued 250 million Canadian dollars (approximately $237 million as of the issuance date) aggregate principal amount of 3.79% notes due 2023. Net proceeds from the offering will be used for general corporate purposes.

On August 2, 2013, subsidiaries of Spectra Energy contributed a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners and sold a 100% ownership interest in the Canadian portion to Spectra Energy Partners. Aggregate consideration for the transactions consisted of approximately $410 million in cash, $319 million in newly issued Spectra Energy Partners partnership units and $129 million of acquired Express-Platte debt. 

On August 5, 2013, Spectra Energy entered into a definitive agreement with Spectra Energy Partners under which Spectra Energy will contribute to Spectra Energy Partners substantially all of Spectra Energy's remaining interests in its other subsidiaries that own U.S. transmission and storage and liquids assets. Our interest in DCP Midstream is not part of the transaction.Aggregate consideration for the transaction will be 175.5 million in newly issued Spectra Energy Partners partnership units, $2.2 billion in cash, and the indirect assumption of approximately $2.5 billion of third-party debt of the contributed entities.  Completion of the transaction is subject to regulatory approval and customary closing conditions.  The initial closing, which will include substantially all the contributed entities, is expected to occur in the fourth quarter of 2013.

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

INTRODUCTION

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

Executive Overview

For the three months ended June 30, 2013 and 2012, we reported net income from controlling interests of $199 million and $215 million, respectively. For the six months endedJune 30, 2013 and 2012, we reported net income from controlling interests of $539 million and $548 million, respectively.

The highlights for the three months and six months ended June 30, 2013 include the following:

• U.S. Transmission's earnings increased mainly due to higher earnings from expansion projects at Texas Eastern Transmission, LP (Texas Eastern), partially offset by expected lower storage and transportation revenues,

• Distribution’s earnings reflected higher customer usage as a result of colder weather and an increase in 2013 rates, partially offset by expected lower transportation and storage revenues and higher employee benefit costs,

• Western Canada Transmission & Processing’s earnings for the three-month period decreased mainly driven by scheduled major plant turnarounds and lower contracted volumes in the conventional gathering and processing business, partially offset by higher NGL earnings at Empress due to lower production costs and higher sales volumes. For the six-month period, the decrease was mostly attributable to scheduled major plant turnarounds in the second quarter of 2013 and lower contracted volumes in the conventional gathering and processing business, partially offset by higher NGL earnings at Empress due to lower production costs, net of lower sales prices,

• Field Services’ earnings for the three-month period decreased mostly due to the effects of asset dropdowns to DCP Partners, partially offset by lower operating costs, higher commodity prices and an increase in gains associated with the issuance of partnership units by DCP Partners. The decrease for the six-month period is mostly due to the effects of asset dropdowns to DCP Partners, lower commodity prices and lower gathering and processing margins, partially offset by increased gains associated with the issuance of partnership units by DCP Partners, 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 lower operating costs, and

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

We closed our acquisition of Express-Platte in March 2013. 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, which

34

were placed in service in the second quarter of 2013. See Notes 2 and 3 of Notes to Condensed Consolidated Financial Statements for further discussion.

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 August 2, 2013, subsidiaries of Spectra Energy contributed a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners and sold a 100% ownership interest in the Canadian portion to Spectra Energy Partners. Aggregate consideration for the transactions consisted of approximately $410 million in cash, $319 million in newly issued Spectra Energy Partners partnership units and $129 million of acquired Express-Platte debt. 

On August 5, 2013, Spectra Energy entered into a definitive agreement with Spectra Energy Partners under which Spectra Energy will contribute to Spectra Energy Partners substantially all of Spectra Energy's remaining interests in its other subsidiaries that own U.S. transmission and storage and liquids assets. Our interest in DCP Midstream is not part of the transaction. See Note 22 of Notes to Condensed Consolidated Financial Statements for further discussion.

In the first six months of 2013, we had $1,127 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 $1.2 billion available under our credit facilities as of June 30, 2013 to be utilized as needed for effective working capital management.

RESULTS OF OPERATIONS

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Operating revenues	$	1,220	$	1,112	$	2,809	$	2,656
Operating expenses	866		746		1,949		1,772
Gains on sales of other assets and other, net	—		1		—		2
Operating income	354		367		860		886
Other income and expenses	94		109		237		243
Interest expense	160		155		309		312
Earnings from continuing operations before income taxes	288		321		788		817
Income tax expense from continuing operations	62		80		192		217
Income from continuing operations	226		241		596		600
Income from discontinued operations, net of tax	—		—		—		2
Net income	226		241		596		602
Net income—noncontrolling interests	27		26		57		54
Net income—controlling interests	$	199	$	215	$	539	$	548

Three and Six Months Ended June 30, 2013 Compared to Same Periods in 2012

Operating Revenues. Operating revenues for the three and six months ended June 30,2013increased by $108 million, or 10%, and $153 million, or 6%, respectively, compared to the same periods in 2012. The increases were driven mainly by:

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

• revenues from Express-Platte from the date of the acquisition in March 2013 at Liquids,

• higher revenues from expansion projects at Western Canada Transmission & Processing and U.S. Transmission,

35

• at Western Canada Transmission & Processing, the decrease for the three-month period was mainly due to expected lower contracted volumes in the conventional gathering and processing business, mostly offset by higher NGL sales volumes due to increased isobutane and normal butane sales at the Empress operations. For the six-month period, the decrease was due to lower gathering and processing revenues due primarily to expected lower contracted volumes in the conventional gathering and processing business, decreased sales volumes of residual natural gas and NGLs and lower NGL sales prices at the Empress operations, and

• lower recoveries of electric power and other costs passed through to customers, and lower storage and transportation revenues at U.S. Transmission.

Operating Expenses. Operating expenses for the three and six months ended June 30,2013increased by $120 million, or 16%, and $177 million, or 10%, respectively, compared to the same periods in 2012. The increases were driven mainly by:

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

• operating expenses from Express-Platte from the date of the acquisition in March 2013 at Liquids,

• at Western Canada Transmission & Processing, an increase for the three-month period is mainly due to scheduled major plant turnarounds in 2013, increased depreciation expense due to expansion projects and increased volumes of natural gas purchases for extraction and make-up primarily as a result of higher NGL volumes, net of lower production costs caused primarily by lower extraction premiums for the Empress operations. For the six-month period, the increase is mainly due to scheduled major plant turnarounds in the second quarter of 2013 and increased depreciation expense due to expansion projects, substantially offset by decreased volumes of natural gas purchases for extraction and make-up primarily as a result of lower NGL volumes and lower production costs caused primarily by lower extraction premiums for the Empress operations, and

• higher corporate costs primarily due to the stock-based long-term incentive plan, partially offset by

• lower recoveries of electric power and other costs passed through to customers at U.S. Transmission.

Operating Income. Operating income for the three months ended June 30,2013decreased by $13 million, or 4%, compared to the same period in 2012. The decrease was mostly attributable to increased operating costs associated with scheduled major plant turnarounds, lower earnings in the conventional gathering and processing business driven by lower contracted volumes, partially offset by higher NGL earnings due mainly to lower production costs and higher sales volumes related to the Empress operations all at Western Canada Transmission & Processing, lower transportation and storage revenues, net of higher customer usage due to colder weather at Distribution, and higher corporate costs. Lower operating income was partially offset by the earnings of Express-Platte that was acquired in March 2013 at Liquids.

Operating income for the six months ended June 30, 2013 decreased by $26 million, or 3%, compared to the same period in 2012. The decrease was mostly attributable to increased operating costs primarily associated with scheduled major plant turnarounds and lower earnings in the conventional gathering and processing business driven by lower contracted volumes, partially offset by higher NGL earnings due mainly to lower production costs, net of lower sales prices related to the Empress operations, all at Western Canada Transmission & Processing, lower storage and transportation revenues, net of earnings from expansion projects at U.S. Transmission, and higher corporate costs. Lower operating income was partially offset by the earnings of Express-Platte from the date of acquisition in March 2013 at Liquids.

Other Income and Expenses. Other income and expenses for the three months ended June 30, 2013decreased by $15 million, or 14%, compared to the same period in 2012. The decrease was attributable to lower equity earnings from Field Services mainly due to increased net income attributable to noncontrolling interests as a result of incremental dropdowns to DCP Partners, the mark-to-market effects of commodity hedges at DCP Partners and higher depreciation expense as a result of growth in DCP Midstream’s business, partially offset by lower operating costs, higher commodity prices and an increase in gains associated with the issuance of partnership units by DCP Partners. The lower equity earnings from Field Services is partially offset by higher allowance for funds used during construction (AFUDC) resulting from increased capital spending on expansion projects at U.S. Transmission.

Other income and expenses for the six months ended June 30, 2013 decreased by $6 million, or 2%, compared to the same period in 2012. The decrease was attributable to lower equity earnings from Field Services mainly due to lower commodity prices, the mark-to-market effects of commodity hedges at DCP Partners, increased net income attributable to noncontrolling interests as a result of incremental dropdowns to DCP Partners and lower gathering and processing margins, partially offset by an increase in gains associated with the issuance of partnership units by DCP Partners, 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, and lower operating costs. The lower equity earnings

36

from Field Services is substantially offset by higher AFUDC resulting from increased capital spending on expansion projects at U.S. Transmission.

Interest Expense. Interest expense for the three and six months ended June 30, 2013increased by $5 million, or 3%, and decreased by $3 million, or 1%, compared to the same periods in 2012. The increase for the three month period was mainly due to higher debt balances, partially offset by increased capitalized interest primarily resulting from our investments in Sand Hills and Southern Hills.

Income Tax Expense from Continuing Operations. Income tax expense from continuing operations for the three and six months ended June 30, 2013decreased by $18 million and $25 million, respectively, compared to the same periods in 2012. The decreases were attributable to favorable enacted Canadian federal income tax legislation and lower earnings.

The effective tax rates for income from continuing operations for the three-month periods ended June 30, 2013 and 2012 were 22% and 25%, respectively, and 24% and 27% for the six-month periods, respectively. The lower effective tax rates were primarily due to favorable enacted Canadian federal income tax legislation.

Net Income—Noncontrolling Interests. Net income from noncontrolling interests for the three and six months ended June 30, 2013increased by $1 million and $3 million, respectively, compared to the same periods in 2012. The increases were driven by higher earnings from Spectra Energy Partners, the Spectra Energy Partners public sale of partner units in the fourth quarter of 2012 and second quarter of 2013 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 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.

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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S. Transmission	$	248		$	237		$	514		$	508
Distribution	65			75			233			226
Western Canada Transmission & Processing	74			94			185			232
Field Services	46			66			134			159
Liquids	32			—			38			—
Total reportable segment EBIT	465			472			1,104			1,125
Other	(45		)	(25		)	(71		)	(54		)
Total reportable segment and other EBIT	420			447			1,033			1,071
Interest expense	160			155			309			312
Interest income and other (a)	28			29			64			58
Earnings from continuing operations before income taxes	$	288		$	321		$	788		$	817

___________

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

37

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 June 30,							Six Months Ended June 30,
	2013		2012		Increase (Decrease)			2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	456	$	464	$	(8	)	$	940	$	959	$	(19	)
Operating expenses
Operating, maintenance and other	159		162		(3		)	313		319		(6		)
Depreciation and amortization	71		71		—			143		141		2
Gains on sales of other assets and other, net	—		2		(2		)	—		3		(3		)
Operating income	226		233		(7		)	484		502		(18		)
Other income and expenses	52		32		20			93		63		30
Noncontrolling interests	30		28		2			63		57		6
EBIT	$	248	$	237	$	11		$	514	$	508	$	6
Proportional throughput, TBtu (a)	656		612		44			1,494		1,375		119

___________

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

Three Months Ended June 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $8 milliondecrease was driven by:

• an $11 million decrease in recoveries of electric power and other costs passed through to customers, and

• an $8 million decrease from lower storage revenues, partially offset by

• a $6 million increase from expansion projects primarily at Texas Eastern, and

• a $5 million increase in processing revenues associated with pipeline operations primarily due to higher volumes.

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

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

• a $5 million increase due to higher employee benefit costs and ad valorem taxes, net of lower software amortization.

Other Income and Expenses. The $20 millionincrease was primarily due to higher AFUDC resulting from increased capital spending on expansion projects.

Noncontrolling Interests. The $2 million increase was driven by the transfer of a 38.76% interest in M&N LLC from Spectra Energy to Spectra Energy Partners in the fourth quarter of 2012 and the additional issuances of Spectra Energy Partners partner units.

EBIT. The $11 millionincrease was driven mostly by higher earnings from expansions at Texas Eastern and higher processing revenues, partially offset by lower storage revenues.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $19 milliondecrease was driven by:

• a $20 million decrease in recoveries of electric power and other costs passed through to customers, and

• a $19 million decrease from lower transportation revenues mainly at Texas Eastern and Ozark Gas Transmission, L.L.C. (Ozark Gas Transmission) and lower storage revenues, partially offset by

38

• a $13 million increase from expansion projects primarily at Texas Eastern, and

• a $7 million increase in processing revenues associated with pipeline operations primarily due to higher volumes.

Operating, Maintenance and Other. The $6 milliondecrease was driven by:

• a $17 million decrease in electric power and other costs passed through to customers, partially offset by

• a $10 million increase due to higher employee benefit costs and ad valorem taxes, net of lower software amortization.

Other Income and Expenses. The $30 millionincrease was primarily due to higher AFUDC resulting from increased capital spending on expansion projects.

Noncontrolling Interests. The $6 millionincrease was driven by the transfer of a 38.76% interest in M&N LLC from Spectra Energy to Spectra Energy Partners in the fourth quarter of 2012 and the additional issuances of Spectra Energy Partners partner units.

EBIT. The $6 millionincrease was driven by higher earnings from expansions at Texas Eastern, partially offset by lower storage and transportation revenues and higher operating costs.

Distribution

	Three Months Ended June 30,							Six Months Ended June 30,
	2013		2012		Increase (Decrease)			2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	352	$	322	$	30		$	1,051	$	919	$	132
Operating expenses
Natural gas purchased	128		89		39			497		375		122
Operating, maintenance and other	108		106		2			219		213		6
Depreciation and amortization	51		52		(1		)	102		105		(3		)
EBIT	$	65	$	75	$	(10	)	$	233	$	226	$	7
Number of customers, thousands								1,386		1,367		19
Heating degree days, Fahrenheit	963		807		156			4,488		3,699		789
Pipeline throughput, TBtu	195		159		36			509		426		83
Canadian dollar exchange rate, average	1.02		1.01		0.01			1.02		1.01		0.01

Three Months Ended June 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $30 millionincrease was driven by:

• an $18 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,

• a $17 million increase in customer usage of natural gas primarily due to weather that was 19% colder than the same period in 2012,

• a $7 million increase from higher distribution rates in accordance with an OEB rate order effective January 1, 2013, and

• a $5 million increase from growth in the number of customers, partially offset by

• a $6 million decrease as a result of the sharing of revenues realized from the optimization of upstream transportation contracts in accordance with an OEB rate order effective January 1, 2013,

• a $6 million decrease resulting from a weaker Canadian dollar,

• a $5 million decrease in storage revenue primarily due to lower prices, and

• a $3 million decrease in transportation revenue primarily due to lower short-term transportation revenues, net of a settlement received from the termination of a transportation contract.

Natural Gas Purchased. The $39 millionincrease was driven by:

• an $18 million increase from higher natural gas prices passed through to customers,

• a $12 million increase due to higher volumes of natural gas sold primarily due to colder weather, and

39

• a $3 million increase from growth in the number of customers, partially offset by

• a $2 million decrease resulting from a weaker Canadian dollar.

EBIT. The $10 milliondecrease was largely the result of lower transportation and storage revenues, partially offset by higher customer usage due to colder weather.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $132 millionincrease was driven by:

• a $92 million increase in customer usage of natural gas primarily due to weather that was 21% colder than the same period in 2012,

• a $30 million increase from higher natural gas prices passed through to customers,

• a $23 million increase from higher distribution rates in accordance with the OEB rate order effective January 1, 2013, and

• a $21 million increase from growth in the number of customers, partially offset by

• a $15 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,

• a $10 million decrease resulting from a weaker Canadian dollar,

• an $8 million decrease in storage revenue primarily due to lower prices, and

• a $5 million decrease in transportation revenue primarily due to lower short-term transportation revenues, net of a settlement received from the termination of a transportation contract.

Natural Gas Purchased. The $122 millionincrease was driven by:

• a $73 million increase due to higher volumes of natural gas sold due to colder weather,

• a $30 million increase from higher natural gas prices passed through to customers, and

• a $17 million increase from growth in the number of customers, partially offset by

• a $5 million decrease resulting from a weaker Canadian dollar.

Operating, Maintenance and Other. The $6 millionincrease was primarily driven by higher employee benefit costs.

EBIT. The $7 millionincrease was largely the result of higher customer usage due to colder weather and an increase in rates as approved by the OEB, partially offset by lower storage and transportation revenues, and higher employee benefit costs.

Western Canada Transmission & Processing

	Three Months Ended June 30,							Six Months Ended June 30,
	2013		2012		Increase (Decrease)			2013		2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	357	$	329	$	28		$	765	$	795	$	(30	)
Operating expenses
Natural gas and petroleum products purchased	59		62		(3		)	170		223		(53		)
Operating, maintenance and other	166		133		33			309		264		45
Depreciation and amortization	58		48		10			110		95		15
Operating income	74		86		(12		)	176		213		(37		)
Other income and expenses	—		8		(8		)	9		19		(10		)
EBIT	$	74	$	94	$	(20	)	$	185	$	232	$	(47	)
Pipeline throughput, TBtu	155		155		—			339		332		7
Volumes processed, TBtu	157		160		(3		)	332		339		(7		)
Empress inlet volumes, TBtu	104		109		(5		)	225		280		(55		)
Canadian dollar exchange rate, average	1.02		1.01		0.01			1.02		1.01		0.01

40

Three Months Ended June 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $28 millionincrease was driven by:

• an $18 million increase in gathering and processing revenues due primarily to contracted volumes from expansions associated with unconventional supply discoveries in the Horn River and Montney areas of British Columbia,

• a $12 million increase due primarily to higher sales volumes of residual natural gas at the Empress operations,

• a $10 million increase in NGL sales volumes at Empress due primarily to increased isobutane and normal butane sales, and

• a $3 million increase in transmission revenues due primarily to expansion, partially offset by

• a $12 million expected decrease in contracted volumes in the conventional gathering and processing business due to decontracting as a result of customers’ shift to unconventional development, and

• a $5 million decrease as a result of a weaker Canadian dollar.

Natural Gas and Petroleum Products Purchased. The $3 milliondecrease was driven by:

• an $8 million noncash charge in the second quarter of 2012 to reduce the book value of propane inventory to estimated net realizable value at the Empress operations, and

• a $7 million decrease as a result of lower production costs for the Empress facility caused primarily by lower extraction premiums, substantially offset by

• a $12 million increase in volumes of natural gas purchases for extraction and make-up at Empress as a result of higher NGL volumes.

Operating, Maintenance and Other. The $33 millionincrease was driven by:

• a $21 million increase due to scheduled plant turnarounds in the second quarter of 2013,

• a $6 million increase due to operating costs of the new facilities at Dawson and Fort Nelson North, and

• a $5 million increase in Empress plant fuel and electricity costs due to higher prices in 2013.

Depreciation and Amortization. The $10 millionincrease was driven mainly by expansion projects placed in service.

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

EBIT. The $20 milliondecrease was driven mainly by lower earnings in the conventional gathering and processing business driven by maintenance costs associated with scheduled plant turnarounds and expected lower contracted volumes, partially offset by higher earnings at the Empress NGL business due mainly to lower production costs and higher sales volumes in 2013 and a noncash propane inventory valuation adjustment in 2012.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

Operating Revenues. The $30 milliondecrease was driven by:

• a $30 million decrease in conventional gathering and processing revenues due primarily to expected lower contracted volumes,

• a $19 million decrease due to lower sales prices associated with the Empress NGL business,

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

• a $6 million decrease in NGL sales volumes at Empress due to lower sales of isobutane and normal butane, and

• a $5 million decrease due primarily to lower sales volumes of residual natural gas at the Empress operations, partially offset by

• a $24 million increase in gathering and processing revenues due primarily to expansion in unconventional areas for Horn River and Montney development,

• a $9 million increase in transmission revenues due primarily to expansion, and

• a $4 million increase in carbon and other non-income tax expense recovered from customers.

Natural Gas and Petroleum Products Purchased. The $53 milliondecrease was driven by:

• a $27 million decrease as a result of lower production costs for the Empress facility caused primarily by lower extraction premiums,

41

• a $16 million decrease in volumes of natural gas purchases for extraction and make-up at Empress, primarily as a result of lower NGL volumes, and

• an $8 million noncash charge in the second quarter of 2012 to write down propane inventory to estimated net realizable value at the Empress operations.

Operating, Maintenance and Other. The $45 millionincrease was driven by:

• a $21 million increase due to scheduled plant turnarounds in the second quarter of 2013,

• an $8 million increase due to operating costs of the new facilities at Dawson and Fort Nelson North,

• a $5 million increase in Empress plant fuel and electricity costs due to higher prices in 2013, and

• a $4 million increase in carbon and other non-income tax expense.

Depreciation and Amortization. The $15 millionincrease was driven mainly by expansion projects placed in service.

Other Income and Expenses. The $10 milliondecrease was driven primarily by lower AFUDC resulting from decreased capital spending on expansion projects.

EBIT. The $47 milliondecrease was driven mainly by lower earnings in the conventional gathering and processing business driven by maintenance costs associated with scheduled plant turnarounds and expected lower contracted volumes, partially offset by higher earnings at the Empress NGL business due primarily to lower production costs, partially offset by lower sales prices.

Field Services

	Three Months Ended June 30,							Six Months Ended June 30,
	2013		2012		Increase (Decrease)			2013		2012		Increase (Decrease)
	(in millions, except where noted)
Equity in earnings of unconsolidated affiliates	$	46	$	66	$	(20	)	$	134	$	159	$	(25	)
EBIT	$	46	$	66	$	(20	)	$	134	$	159	$	(25	)
Natural gas gathered and processed/transported, TBtu/d (a,b)	7.1		7.0		0.1			7.0		7.1		(0.1		)
NGL production, MBbl/d (a,c)	412		392		20			404		402		2
Average natural gas price per MMBtu (d,e)	$	4.09	$	2.22	$	1.87		$	3.71	$	2.48	$	1.23
Average NGL price per gallon (f)	$	0.71	$	0.77	$	(0.06	)	$	0.72	$	0.89	$	(0.17	)
Average crude oil price per barrel (g)	$	94.22	$	93.46	$	0.76		$	94.44	$	98.15	$	(3.71	)

___________

(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.

Three Months Ended June 30, 2013 Compared to Same Period in 2012

EBIT.Lower equity earnings of $20 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $16 million decrease primarily attributable to the unfavorable impact of incremental dropdowns to DCP Partners, which increased net income attributable to noncontrolling interests,

• a $14 million decrease attributable to the unfavorable mark-to-market impact of commodity hedges associated with dropdowns to DCP Partners and unfavorable results from NGL marketing, partially offset by favorable results from gas marketing,

• a $9 million decrease due to higher depreciation expense partially as a result of growth in DCP Midstream’s business, and

42

• a $5 million decrease attributable to higher interest expense due to higher debt balances in 2013 and increased income tax expense, partially offset by

• a $9 million increase primarily attributable to lower operating costs due to a cost reduction initiative, partially offset by asset growth,

• an $8 million increase from commodity-sensitive processing arrangements due to higher natural gas and crude oil prices, net of lower NGL prices, and

• a $7 million increase in gains associated with the issuance of partnership units by DCP Partners in 2013 compared to 2012.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

EBIT.Lower equity earnings of $25 million were mainly the result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:

• a $27 million decrease from commodity-sensitive processing arrangements due to lower NGL and crude oil prices, net of higher natural gas prices,

• a $25 million decrease attributable to the unfavorable impact of hedges associated with dropdowns to DCP Partners and unfavorable results from NGL and gas marketing,

• a $16 million decrease primarily attributable to the unfavorable impact of incremental dropdowns to DCP Partners, which increased net income attributable to noncontrolling interests, and

• a $12 million decrease attributable to lower 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, partially offset by

• a $29 million increase in gains associated with the issuance of partnership units by DCP Partners in 2013 compared to 2012,

• an $11 million increase due to lower 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 producers’ estimated remaining economically recoverable commodity reserves, resulting from advances in extraction processes, such as hydraulic fracturing and horizontal drilling, as well as improved technology used to locate commodity reserves,

• a $9 million increase primarily attributable to lower operating costs, due to lower benefit costs and a cost reduction initiative, and

• a $6 million increase in earnings from DCP Partners as a result of increased natural gas prices and growth.

Liquids

	Three Months Ended June 30,						Six Months Ended June 30,
	2013		2012		Increase (Decrease)		2013			2012		Increase (Decrease)
	(in millions, except where noted)
Operating revenues	$	73	$	—	$	73	$	86		$	—	$	86
Operating expenses
Operating, maintenance and other	34		—		34		39			—		39
Depreciation and amortization	7		—		7		8			—		8
Operating income	32		—		32		39			—		39
Other income and expenses	—		—		—		(1		)	—		(1		)
EBIT	$	32	$	—	$	32	$	38		$	—	$	38
Express pipeline receipts, MBbl/d	202		—		202		203			—		203
Platte total pipeline deliveries, MBbl/d	242		—		242		237			—		237
Platte PADD II deliveries, MBbl/d	165		—		165		165			—		165
Canadian dollar exchange rate, average	1.02		—		1.02		1.02			—		1.02

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.

43

Three Months Ended June 30, 2013 Compared to Same Period in 2012

EBIT. The $32 million reflects the earnings of Express-Platte, which was acquired in March 2013.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

EBIT. The $38 millionincrease was primarily the earnings of Express-Platte from the date of acquisition in March 2013.

Other

	Three Months Ended June 30,									Six Months Ended June 30,
	2013			2012			Increase (Decrease)			2013			2012			Increase (Decrease)
	(in millions)
Operating revenues	$	14		$	19		$	(5	)	$	29		$	40		$	(11	)
Operating expenses	56			44			12			100			93			7
Operating loss	(42		)	(25		)	(17		)	(71		)	(53		)	(18		)
Other income and expenses	(3		)	—			(3		)	—			(1		)	1
EBIT	$	(45	)	$	(25	)	$	(20	)	$	(71	)	$	(54	)	$	(17	)

Three Months Ended June 30, 2013 Compared to Same Period in 2012

EBIT. The $20 milliondecrease reflects higher corporate costs, including employee benefit costs associated with our stock-based long-term incentive plan.

Six Months EndedJune 30, 2013 Compared to Same Period in 2012

EBIT. The $17 milliondecrease reflects higher corporate costs, including employee benefit costs associated with our stock-based long-term incentive plan.

Impairment of Goodwill

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

In connection with our quantitative assessments, we primarily use a discounted cash flow analysis to determine fair values of those reporting units. The long-term growth rates used for the reporting units that we quantitatively assessed reflect continued expansion of our assets, driven by new natural gas supplies such as shale gas in North America and increasing demand for natural gas transportation capacity on our pipeline systems primarily as a result of forecasted growth in natural gas-fired power plants. We assumed a weighted average long-term growth rate of 2.3% for our 2013 quantitative goodwill impairment analysis. Had we assumed a 100 basis point lower growth rate for each of the reporting units that we quantitatively assessed, there would have been no impairment of goodwill. We continue to monitor the effects of the global economic downturn with respect to the long-term cost of capital utilized to calculate our reporting units’ fair values. For our 2013 quantitative goodwill impairment analysis, we assumed weighted-average costs of capital ranging from 5.8% to 7.9% that market participants would use. Had we assumed a 100 basis point increase in the weighted-average cost of capital for each of the reporting units that we quantitatively assessed, there would have been no impairment of goodwill. For our regulated businesses in Canada, if an increase in the cost of capital occurred, we assumed that the effect on the corresponding reporting unit’s fair value would be ultimately offset by a similar increase in the reporting unit’s regulated revenues since those rates include a component that is based on the reporting unit’s cost of capital.

Certain commodity prices, specifically NGLs, have fluctuated in 2012 and 2013 and are generally lower than prior years’ 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 commodity prices as of June 30, 2013 and concluded there was no impairment of goodwill related to Empress. 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 testing of impairment for goodwill relating to the Empress NGL reporting unit, which could result in an impairment.

44

Based on the results of our annual goodwill impairment testing, no indicators of impairment were noted and the fair values of the reporting units that we assessed at April 1, 2013 (our testing date) were substantially in excess of their respective carrying values.

Other than the previously described update to our Empress NGL reporting unit’s impairment test, no triggering events occurred with the other reporting units during the period April 1, 2013 through June 30, 2013 that would warrant re-testing for goodwill impairment.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2013, we had negative working capital of $2,784 million. This balance includes commercial paper totaling $1,684 million and current maturities of long-term debt of $1,140 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 $2,865 million, with $1,174 million available at June 30, 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 13 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.

Operating Cash Flows

Net cash provided by operating activities increased $41 million to $1,200 million for the six months ended June 30, 2013 compared to the same period in 2012, driven mostly by lower net foreign tax payments in 2013, partially offset by lower distributions received from DCP Midstream primarily due to lower commodity prices.

Investing Cash Flows

Net cash used in investing activities increased $1,743 million to $2,535 million in the first six months ended June 30, 2013 compared to the same period in 2012. This change was driven mainly by the acquisition of Express-Platte and higher capital and investment expenditures in 2013.

	Six Months Ended June 30,
	2013		2012
	(in millions)
Capital and Investment Expenditures
U.S. Transmission (a)	$	510	$	335
Distribution	113		96
Western Canada Transmission & Processing	317		327
Liquids (b)	165		—
Other	22		31
Total	$	1,127	$	789

___________

(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 six months ended June 30, 2013, excluding the acquisition of Express-Platte discussed below, consisted of $866 million for expansion projects and $261 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 and $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.

45

On March 14, 2013, we acquired Express-Platte for $1.49 billion, consisting of $1.25 billion in cash and $247 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 $1,461 million in the first six months ended June 30, 2013 compared to $414 million used in financing activities in the same period of 2012. This change was driven by:

• a $1,302 million net increase in long-term debt issuances in 2013, primarily used to fund the acquisition of Express-Platte, compared to net redemptions of $28 million in 2012,

• a $425 million increase in 2013 in proceeds from commercial paper issued, and

• proceeds of $190 million from the issuance of Spectra Energy Partners common units in 2013.

In February 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 in February 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.

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.

Available Credit Facilities and Restrictive Debt Covenants. See Note 13 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 June 30, 2013, this ratio was 62%. 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 June 30, 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 $0.12 per year through 2015.  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 July 8, 2013 payable on September 9, 2013 to shareholders of record at the close of business on August 9, 2013.

Other Financing Matters. On July 2, 2013, Union issued 250 million Canadian dollars (approximately $237 million as of the issuance date) aggregate principal amount 3.79% notes due 2023. Net proceeds from the offering will be used for general corporate purposes.

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 July 31, 2013, Westcoast and Union Gas have an aggregate 1.1 billion Canadian dollars (approximately $1.0 billion) available for the issuance of debt securities in the Canadian market under debt shelf prospectuses.

46

OTHER ISSUES

New Accounting Pronouncements. There were no significant accounting pronouncements adopted during the six months ended June 30, 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 June 30, 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 June 30, 2013 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We have no material pending legal proceedings that are required to be disclosed hereunder. For information regarding other legal proceedings, including regulatory and environmental matters, see Notes 4 and 16 of Notes to Condensed Consolidated Financial Statements, which information is incorporated by reference into this Part II.

47

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 and Part II, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, which could materially affect our financial condition or future results. There have been no material changes to those risk factors.

Item 6. Exhibits.

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

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

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

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

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

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

48

(a) Exhibits

Exhibit Number
2.1	Contribution Agreement by and between Spectra Energy Corp and Spectra Energy Partners, LP, dated as of August 5, 2013 (filed as Exhibit No. 2.1 to Form 8-K of Spectra Energy Corp on August 6, 2013).
*31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema.
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
*101.DEF	XBRL Taxonomy Extension Definition Linkbase.
*101.LAB	XBRL Taxonomy Extension Label Linkbase.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

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

SIGNATURES

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

	SPECTRA ENERGY CORP
Date: August 7, 2013	/s/    Gregory L. Ebel
	Gregory L. Ebel
	President and Chief Executive Officer
Date: August 7, 2013	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

49

EX-31.1

EXHIBIT 31.1

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

I, Gregory L. Ebel, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 7, 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: August 7, 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 June 30, 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: August 7, 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 June 30, 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: August 7, 2013	/s/    J. Patrick Reddy
	J. Patrick Reddy
	Chief Financial Officer

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Sale of Spectra Energy Partners Units - Effects of Changes in Ownership Interest in Non-100% Owned Consolidated Subsidiaries (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Related Party Transaction [Line Items]
Net Income - Controlling Interests	$ 199	$ 215	$ 539	$ 548
Increase in Additional Paid-in Capital resulting from sale of units of Spectra Energy Partners			166
Total Net Income - Controlling Interests and changes in Equity - Controlling Interests	237	215	577	548
Additional Paid-in Capital
Related Party Transaction [Line Items]
Increase in Additional Paid-in Capital resulting from sale of units of Spectra Energy Partners	$ 38	$ 0	$ 38	$ 0

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Employee Benefit Plans - Qualified and Non Qualified Pension Plans Components of Net Periodic Pension Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	$ 4	$ 4	$ 9	$ 7
Interest cost on projected benefit obligation	6	6	11	12
Expected return on plan assets	(8)	(7)	(16)	(15)
Amortization of loss	5	3	10	7
Net periodic cost	7	6	14	11
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	8	6	16	13
Interest cost on projected benefit obligation	12	12	25	25
Expected return on plan assets	(16)	(14)	(33)	(29)
Amortization of loss	9	9	18	18
Amortization of prior service costs	1	1	1	1
Net periodic cost	$ 14	$ 14	$ 27	$ 28

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Investments in and Loans to Unconsolidated Affiliates

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Loans to Unconsolidated Affiliates

10. Investments in and Loans to Unconsolidated Affiliates

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Operating revenues	$	2,861	$	2,219	$	5,473	$	5,121
Operating expenses	2,671		1,998		5,121		4,692
Operating income	190		221		352		429
Net income	142		185		262		340
Net income attributable to members’ interests	78		132		169		276

DCP Midstream recorded gains on sales of common units of DCP Partners in each of the first and second quarters of 2013 and 2012 directly to DCP Midstream’s equity. Our proportionate 50% share, totaling $7 million and $1 million in the second quarters of 2013 and 2012, respectively, and $50 million and $22 million during the six-month periods ended June 30, 2013 and 2012, 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 $42 million and $99 million for the three and six months ended June 30, 2012, respectively.

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax Disclosure [Abstract]
Income tax expense (benefit) from continuing operations	$ 62	$ 80	$ 192	$ 217
Effective tax rate for income from continuing operations	22.00%	25.00%	24.00%	27.00%
Decrease in unrecognized tax benefits	14		14
Potential increase of unrecogonized tax benefits	$ 7		$ 7

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 217	$ 94
Receivables, net	957	970
Inventory	224	309
Other	329	290
Total current assets	1,727	1,663
Investments and Other Assets
Investments in and loans to unconsolidated affiliates	2,883	2,692
Goodwill	4,806	4,513
Other	685	572
Total investments and other assets	8,374	7,777
Property, Plant and Equipment
Cost	27,656	26,257
Less accumulated depreciation and amortization	6,359	6,352
Net property, plant and equipment	21,297	19,905
Regulatory Assets and Deferred Debits	1,262	1,242
Total Assets	32,660	30,587
Current Liabilities
Accounts payable	577	464
Commercial paper	1,684	1,259
Taxes accrued	86	67
Interest accrued	189	185
Current maturities of long-term debt	1,140	921
Other	835	895
Total current liabilities	4,511	3,791
Long-term Debt	11,656	10,653
Deferred Credits and Other Liabilities
Deferred income taxes	4,883	4,358
Regulatory and other	1,623	1,684
Total deferred credits and other liabilities	6,506	6,042
Commitments and Contingencies
Preferred Stock of Subsidiaries	258	258
Equity
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding	0	0
Common stock, $0.001 par, 1 billion shares authorized, 669 million and 668 million shares outstanding at June 30, 2013 and December 31, 2012, respectively	1	1
Additional paid-in capital	5,347	5,297
Retained earnings	2,294	2,165
Accumulated other comprehensive income	1,102	1,509
Total controlling interests	8,744	8,972
Noncontrolling interests	985	871
Total equity	9,729	9,843
Total Liabilities and Equity	$ 32,660	$ 30,587

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Business Segments

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

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, a master limited partnership owned 58% by Spectra Energy as of June 30, 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, which were placed in service in the second quarter of 2013, provide transportation of NGLs 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 June 30, 2013
U.S. Transmission	$	454	$	2		$	456		$	248
Distribution	352		—			352			65
Western Canada Transmission & Processing	339		18			357			74
Field Services	—		—			—			46
Liquids	73		—			73			32
Total reportable segments	1,218		20			1,238			465
Other	2		12			14			(45		)
Eliminations	—		(32		)	(32		)	—
Interest expense	—		—			—			160
Interest income and other (b)	—		—			—			28
Total consolidated	$	1,220	$	—		$	1,220		$	288
Three Months Ended June 30, 2012
U.S. Transmission	$	462	$	2		$	464		$	237
Distribution	322		—			322			75
Western Canada Transmission & Processing	325		4			329			94
Field Services	—		—			—			66
Liquids	—		—			—			—
Total reportable segments	1,109		6			1,115			472
Other	3		16			19			(25		)
Eliminations	—		(22		)	(22		)	—
Interest expense	—		—			—			155
Interest income and other (b)	—		—			—			29
Total consolidated	$	1,112	$	—		$	1,112		$	321
Six Months Ended June 30, 2013
U.S. Transmission	$	935	$	5		$	940		$	514
Distribution	1,051		—			1,051			233
Western Canada Transmission & Processing	732		33			765			185
Field Services	—		—			—			134
Liquids	86		—			86			38
Total reportable segments	2,804		38			2,842			1,104
Other	5		24			29			(71		)
Eliminations	—		(62		)	(62		)	—
Interest expense	—		—			—			309
Interest income and other (b)	—		—			—			64
Total consolidated	$	2,809	$	—		$	2,809		$	788
Six Months Ended June 30, 2012
U.S. Transmission	$	955	$	4		$	959		$	508
Distribution	919		—			919			226
Western Canada Transmission & Processing	778		17			795			232
Field Services	—		—			—			159
Liquids	—		—			—			—
Total reportable segments	2,652		21			2,673			1,125
Other	4		36			40			(54		)
Eliminations	—		(57		)	(57		)	—
Interest expense	—		—			—			312
Interest income and other (b)	—		—			—			58
Total consolidated	$	2,656	$	—		$	2,656		$	817

(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

	June 30, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	13,248		$	12,630
Distribution	5,442			5,842
Western Canada Transmission & Processing	6,303			6,431
Field Services	1,278			1,235
Liquids (a)	2,595			513
Total reportable segments	28,866			26,651
Other (a)	4,288			4,475
Eliminations	(494		)	(539		)
Total consolidated	$	32,660		$	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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Guarantees and Indemnifications

6 Months Ended

Jun. 30, 2013

Guarantees [Abstract]

Guarantees and Indemnifications

17. 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 June 30, 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 June 30, 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 - Available Credit Facilities and Restrictive Debt Covenants (Parenthetical) (Detail) In Millions, unless otherwise specified	Jun. 30, 2013 USD ($)	Jun. 30, 2013 Spectra Energy Capital, LLC Covenant Requirement	Jun. 30, 2013 Spectra Energy Capital, LLC Maximum Covenant Requirement	Jun. 30, 2013 Westcoast Energy Inc. Covenant Requirement CAD	Jun. 30, 2013 Westcoast Energy Inc. Maximum Covenant Requirement	Jun. 30, 2013 Union Gas Limited Covenant Requirement CAD	Jun. 30, 2013 Union Gas Limited Maximum Covenant Requirement	Jun. 30, 2013 Spectra Energy Partners, LP Covenant Requirement	Jun. 30, 2013 Spectra Energy Partners, LP Maximum Covenant Requirement
Line of Credit Facility [Line Items]
Debt-to-total defined capitalization ratio		62.00%	65.00%
Total credit facilities capacity	$ 2,865			300		400
Debt-to-total capitalization ratio				48.00%	75.00%	64.00%	75.00%
Debt-to-Adjusted EBITDA ratio maximum									5.0
Debt-to-Adjusted EBITDA ratio								3.1

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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	$ 1,340	$ 1,509
Amounts reclassified from accumulated other comprehensive income (loss)	2	4
Other comprehensive income (loss) before reclassifications	(240)	(411)
Ending balance	1,102	1,102
Foreign Currency Translation Adjustment
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	1,858	2,044
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
Other comprehensive income (loss) before reclassifications	(249)	(435)
Ending balance	1,609	1,609
Pension and Post-retirement Benefit Plan Obligations
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(496)	(507)
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
Other comprehensive income (loss) before reclassifications	10	21
Ending balance	(486)	(486)
Gas Purchase Contract Hedges
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(18)	(23)
Amounts reclassified from accumulated other comprehensive income (loss)	1	3
Other comprehensive income (loss) before reclassifications	0	3
Ending balance	(17)	(17)
Other
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax [Roll Forward]
Beginning balance	(4)	(5)
Amounts reclassified from accumulated other comprehensive income (loss)	1	1
Other comprehensive income (loss) before reclassifications	(1)	0
Ending balance	$ (4)	$ (4)

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Goodwill

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

11. Goodwill

We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2013 and no impairments were identified.

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

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

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

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 June 30, 2013 commodity prices, and concluded there was no impairment of goodwill related to Empress.

The following presents changes in goodwill during 2013:

	Goodwill
	(in millions)
December 31, 2012	$	4,513
Acquisition of Express-Platte	478
Foreign currency translation	(185		)
June 30, 2013	$	4,806

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

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Business Segments - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013 reportable_segments
Segment Reporting Information [Line Items]
Number of reportable segments	5
Spectra Energy Partners, LP
Segment Reporting Information [Line Items]
Percentage of ownership interest	58.00%
DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	33.3333%
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 Corp
Segment Reporting Information [Line Items]
Percentage of ownership interests	100.00%
Spectra Energy Corp | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%
Phillips 66
Segment Reporting Information [Line Items]
Percentage of ownership interests	33.3333%
Phillips 66 | DCP Midstream, LLC
Segment Reporting Information [Line Items]
Percentage of ownership interests	50.00%

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Consolidating Financial Information Condensed Consolidating Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	$ 1,220	[1]	$ 1,112	[1]	$ 2,809	[1]	$ 2,656	[1]
Total operating expenses	866		746		1,949		1,772
Gains on sales of other assets and other, net	0		1		0		2
Operating income (loss)	354		367		860		886
Equity in earnings of unconsolidated affiliates	72		91		182		209
Other income and expenses, net	22		18		55		34
Interest expense	160	[1]	155	[1]	309	[1]	312	[1]
Earnings From Continuing Operations Before Income Taxes	288	[1]	321	[1]	788	[1]	817	[1]
Income tax expense (benefit)	62		80		192		217
Income from continuing operations	226		241		596		600
Income (loss) from discontinued operations, net of tax	0		0		0		2
Net Income	226		241		596		602
Net income-noncontrolling interests	27		26		57		54
Net income-controlling interests	199		215		539		548
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Total operating expenses	1		6		3		8
Operating income (loss)	(1)		(6)		(3)		(8)
Equity in earnings of subsidiaries	194		216		531		545
Other income and expenses, net	(1)				(3)		(1)
Earnings From Continuing Operations Before Income Taxes	192		210		525		536
Income tax expense (benefit)	(7)		(6)		(14)		(13)
Income from continuing operations			216				549
Income (loss) from discontinued operations, net of tax			(1)				(1)
Net Income	199		215		539		548
Net income-controlling interests	199		215		539		548
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Equity in earnings of subsidiaries	317		342		826		828
Other income and expenses, net	1		1		4		1
Interest expense	51		48		99		96
Earnings From Continuing Operations Before Income Taxes	267		295		731		733
Income tax expense (benefit)	73		79		200		188
Income from continuing operations			216				545
Net Income	194		216		531		545
Net income-controlling interests	194		216		531		545
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Total operating revenues	1,220		1,112		2,810		2,657
Total operating expenses	865		740		1,947		1,765
Gains on sales of other assets and other, net			1				2
Operating income (loss)	355		373		863		894
Equity in earnings of unconsolidated affiliates	72		91		182		209
Other income and expenses, net	22		17		54		34
Interest expense	109		107		210		216
Earnings From Continuing Operations Before Income Taxes	340		374		889		921
Income tax expense (benefit)	(4)		7		6		42
Income from continuing operations			367				879
Income (loss) from discontinued operations, net of tax			1				3
Net Income	344		368		883		882
Net income-noncontrolling interests	27		26		57		54
Net income-controlling interests	317		342		826		828
Eliminations
Condensed Financial Statements, Captions [Line Items]
Total operating revenues					(1)		(1)
Total operating expenses					(1)		(1)
Equity in earnings of subsidiaries	(511)		(558)		(1,357)		(1,373)
Earnings From Continuing Operations Before Income Taxes	(511)		(558)		(1,357)		(1,373)
Income from continuing operations			(558)				(1,373)
Net Income	(511)		(558)		(1,357)		(1,373)
Net income-controlling interests	$ (511)		$ (558)		$ (1,357)		$ (1,373)

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

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Inventory - Components of Inventory (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Natural gas	$ 106	$ 200
NGLs	40	31
Materials and supplies	78	78
Total inventory	$ 224	$ 309

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Marketable Securities and Restricted Funds (Tables)

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Estimated Fair Values of Available for Sale Securities

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	341	$	164
Money market funds	1		1
Total available-for-sale securities	$	342	$	165

Restricted and Nonrestricted AFS Securities by Balance Sheet Classification

Most of our AFS securities are restricted funds and are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Restricted funds
Investments and other assets—other	$	321	$	142
Non-restricted funds
Current assets—other	19		16
Investments and other assets—other	2		7
Total available-for-sale securities	$	342	$	165

Estimated Fair Values of Held to Maturity Marketable Securities

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	June 30, 2013		December 31, 2012
		(in millions)
Bankers acceptances	Current assets—other	$	35	$	37
Canadian government securities	Current assets—other	35		39
Money market funds	Current assets—other	17		—
Canadian government securities	Investments and other assets—other	159		171
Bankers acceptances	Investments and other assets—other	—		15
Total held-to-maturity securities		$	246	$	262

XML

Consolidating Financial Information

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidating Financial Information

20. 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 June 30, 2013
Total operating revenues	$	—		$	—	$	1,220		$	—		$	1,220
Total operating expenses	1			—		865			—			866
Operating income (loss)	(1		)	—		355			—			354
Equity in earnings of unconsolidated affiliates	—			—		72			—			72
Equity in earnings of subsidiaries	194			317		—			(511		)	—
Other income and expenses, net	(1		)	1		22			—			22
Interest expense	—			51		109			—			160
Earnings before income taxes	192			267		340			(511		)	288
Income tax expense (benefit)	(7		)	73		(4		)	—			62
Net income	199			194		344			(511		)	226
Net income—noncontrolling interests	—			—		27			—			27
Net income—controlling interests	$	199		$	194	$	317		$	(511	)	$	199
Three Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	1,112		$	—		$	1,112
Total operating expenses	6			—		740			—			746
Gains on sales of other assets and other, net	—			—		1			—			1
Operating income (loss)	(6		)	—		373			—			367
Equity in earnings of unconsolidated affiliates	—			—		91			—			91
Equity in earnings of subsidiaries	216			342		—			(558		)	—
Other income and expenses, net	—			1		17			—			18
Interest expense	—			48		107			—			155
Earnings from continuing operations before income taxes	210			295		374			(558		)	321
Income tax expense (benefit) from continuing operations	(6		)	79		7			—			80
Income from continuing operations	216			216		367			(558		)	241
Income (loss) from discontinued operations, net of tax	(1		)	—		1			—			—
Net income	215			216		368			(558		)	241
Net income—noncontrolling interests	—			—		26			—			26
Net income—controlling interests	$	215		$	216	$	342		$	(558	)	$	215

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Six Months Ended June 30, 2013
Total operating revenues	$	—		$	—	$	2,810	$	(1	)	$	2,809
Total operating expenses	3			—		1,947		(1		)	1,949
Operating income (loss)	(3		)	—		863		—			860
Equity in earnings of unconsolidated affiliates	—			—		182		—			182
Equity in earnings of subsidiaries	531			826		—		(1,357		)	—
Other income and expenses, net	(3		)	4		54		—			55
Interest expense	—			99		210		—			309
Earnings before income taxes	525			731		889		(1,357		)	788
Income tax expense (benefit)	(14		)	200		6		—			192
Net income	539			531		883		(1,357		)	596
Net income—noncontrolling interests	—			—		57		—			57
Net income—controlling interests	$	539		$	531	$	826	$	(1,357	)	$	539
Six Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	2,657	$	(1	)	$	2,656
Total operating expenses	8			—		1,765		(1		)	1,772
Gains on sales of other assets and other, net	—			—		2		—			2
Operating income (loss)	(8		)	—		894		—			886
Equity in earnings of unconsolidated affiliates	—			—		209		—			209
Equity in earnings of subsidiaries	545			828		—		(1,373		)	—
Other income and expenses, net	(1		)	1		34		—			34
Interest expense	—			96		216		—			312
Earnings from continuing operations before income taxes	536			733		921		(1,373		)	817
Income tax expense (benefit) from continuing operations	(13		)	188		42		—			217
Income from continuing operations	549			545		879		(1,373		)	600
Income (loss) from discontinued operations, net of tax	(1		)	—		3		—			2
Net income	548			545		882		(1,373		)	602
Net income—noncontrolling interests	—			—		54		—			54
Net income—controlling interests	$	548		$	545	$	828	$	(1,373	)	$	548

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended June 30, 2013
Net income	$	199	$	194	$	344		$	(511	)	$	226
Other comprehensive income (loss)	3		1		(244		)	—			(240		)
Total comprehensive income (loss), net of tax	202		195		100			(511		)	(14		)
Less: comprehensive income—noncontrolling interests	—		—		25			—			25
Comprehensive income (loss)—controlling interests	$	202	$	195	$	75		$	(511	)	$	(39	)
Three Months Ended June 30, 2012
Net income	$	215	$	216	$	368		$	(558	)	$	241
Other comprehensive income (loss)	3		—		(113		)	—			(110		)
Total comprehensive income, net of tax	218		216		255			(558		)	131
Less: comprehensive income—noncontrolling interests	—		—		24			—			24
Comprehensive income—controlling interests	$	218	$	216	$	231		$	(558	)	$	107

Six Months Ended June 30, 2013
Net income	$	539	$	531	$	883		$	(1,357	)	$	596
Other comprehensive income (loss)	7		1		(420		)	—			(412		)
Total comprehensive income, net of tax	546		532		463			(1,357		)	184
Less: comprehensive income—noncontrolling interests	—		—		52			—			52
Comprehensive income—controlling interests	$	546	$	532	$	411		$	(1,357	)	$	132
Six Months Ended June 30, 2012
Net income	$	548	$	545	$	882		$	(1,373	)	$	602
Other comprehensive income	7		1		51			—			59
Total comprehensive income, net of tax	555		546		933			(1,373		)	661
Less: comprehensive income—noncontrolling interests	—		—		54			—			54
Comprehensive income—controlling interests	$	555	$	546	$	879		$	(1,373	)	$	607

Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	215	$	—		$	217
Receivables—consolidated subsidiaries	7		7		—		(14		)	—
Receivables—other	1		56		900		—			957
Other current assets	14		17		522		—			553
Total current assets	22		82		1,637		(14		)	1,727
Investments in and loans to unconsolidated affiliates	—		70		2,813		—			2,883
Investments in consolidated subsidiaries	13,190		17,133		—		(30,323		)	—
Advances receivable—consolidated subsidiaries	—		5,845		—		(5,845		)	—
Notes receivable—consolidated subsidiaries	—		—		905		(905		)	—
Goodwill	—		—		4,806		—			4,806
Other assets	43		41		601		—			685
Property, plant and equipment, net	—		—		21,297		—			21,297
Regulatory assets and deferred debits	3		17		1,242		—			1,262
Total Assets	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660
Accounts payable—other	$	2	$	61	$	514	$	—		$	577
Accounts payable—consolidated subsidiaries	—		—		16		(16		)	—
Commercial paper	—		1,128		556		—			1,684
Short-term borrowings—consolidated subsidiaries	—		903		—		(903		)	—
Accrued taxes payable	10		—		76		—			86
Current maturities of long-term debt	—		399		741		—			1,140
Other current liabilities	49		105		870		—			1,024
Total current liabilities	61		2,596		2,773		(919		)	4,511
Long-term debt	—		4,221		7,435		—			11,656
Advances payable—consolidated subsidiaries	4,258		—		1,587		(5,845		)	—
Deferred credits and other liabilities	195		3,181		3,130		—			6,506
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,744		13,190		17,133		(30,323		)	8,744
Noncontrolling interests	—		—		985		—			985
Total equity	8,744		13,190		18,118		(30,323		)	9,729
Total Liabilities and Equity	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660

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

Six Months Ended June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	539		$	531		$	883		$	(1,357	)	$	596
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	—			—			388			—			388
Equity in earnings of unconsolidated affiliates	—			—			(182		)	—			(182		)
Equity in earnings of consolidated subsidiaries	(531		)	(826		)	—			1,357			—
Distributions received from unconsolidated affiliates	—			—			147			—			147
Other	(7		)	335			(77		)	—			251
Net cash provided by operating activities	1			40			1,159			—			1,200
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(959		)	—			(959		)
Investments in and loans to unconsolidated affiliates	—			—			(168		)	—			(168		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(456		)	—			(456		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			463			—			463
Purchases of available-for-sale securities	—			—			(2,899		)	—			(2,899		)
Proceeds from sales and maturities of available-for-sale securities	—			—			2,722			—			2,722
Distributions received from unconsolidated affiliates	—			—			13			—			13
Advances from (to) affiliates	156			(589		)	—			433			—
Other changes in restricted funds	—			—			1			—			1
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	156			(589		)	(2,535		)	433			(2,535		)
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		)	(51		)	—			(546		)
Net increase (decrease) in commercial paper	—			615			(175		)	—			440
Net decrease in short-term borrowings—consolidated subsidiaries	—			(9		)	—			9			—
Distributions to noncontrolling interests	—			—			(69		)	—			(69		)
Proceeds from the issuance of Spectra Energy Partners common units	—			—			190			—			190
Dividends paid on common stock	(412		)	—			—			—			(412		)
Distributions and advances from (to) affiliates	240			(1,405		)	1,607			(442		)	—
Other	15			(6		)	1			—			10
Net cash provided by (used in) financing activities	(157		)	548			1,503			(433		)	1,461
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	124			—			123
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	215		$	—		$	217

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	548		$	545		$	882		$	(1,373	)	$	602
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			375			—			375
Equity in earnings of unconsolidated affiliates	—			—			(209		)	—			(209		)
Equity in earnings of consolidated subsidiaries	(545		)	(828		)	—			1,373			—
Distributions received from unconsolidated affiliates	—			—			197			—			197
Other	(66		)	153			107			—			194
Net cash provided by (used in) operating activities	(63		)	(130		)	1,352			—			1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(789		)	—			(789		)
Acquisitions	—			—			(30		)	—			(30		)
Purchases of held-to-maturity securities	—			—			(1,490		)	—			(1,490		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			1,387			—			1,387
Proceeds from sales and maturities of available-for-sale securities	—			—			21			—			21
Distributions received from unconsolidated affiliates	—			—			11			—			11
Advances to affiliates	(16		)	(264		)	—			280			—
Other changes in restricted funds	—			—			92			—			92
Other	—			—			6			—			6
Net cash used in investing activities	(16		)	(264		)	(792		)	280			(792		)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for the redemption of long-term debt	—			—			(28		)	—			(28		)
Net increase (decrease) in commercial paper	—			184			(169		)	—			15
Distributions to noncontrolling interests	—			—			(56		)	—			(56		)
Dividends paid on common stock	(372		)	—			—			—			(372		)
Distributions and advances from (to) affiliates	425			209			(354		)	(280		)	—
Other	26			—			1			—			27
Net cash provided by (used in) financing activities	79			393			(606		)	(280		)	(414		)
Effect of exchange rate changes on cash	—			—			—			—			—
Net decrease in cash and cash equivalents	—			(1		)	(46		)	—			(47		)
Cash and cash equivalents at beginning of period	—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	1		$	126		$	—		$	127

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

19. 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 $11 million to our U.S. retirement plans in both the six-month periods ended June 30, 2013 and 2012. We made total contributions to the Canadian DC and qualified DB plans of $46 million during the six months ended June 30, 2013 and $35 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 $90 million to the Canadian plans in 2013.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	4		$	4		$	9		$	7
Interest cost on projected benefit obligation	6			6			11			12
Expected return on plan assets	(8		)	(7		)	(16		)	(15		)
Amortization of loss	5			3			10			7
Net periodic pension cost	$	7		$	6		$	14		$	11
Canada
Service cost benefit earned	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation	12			12			25			25
Expected return on plan assets	(16		)	(14		)	(33		)	(29		)
Amortization of loss	9			9			18			18
Amortization of prior service costs	1			1			1			1
Net periodic pension cost	$	14		$	14		$	27		$	28

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	1		$	4		$	4
Expected return on plan assets	(1		)	(1		)	(2		)	(2		)
Amortization of loss	1			1			1			1
Net periodic other post-retirement benefit cost	$	2		$	1		$	3		$	3
Canada
Service cost benefit earned	$	1		$	2		$	2		$	4
Interest cost on accumulated post-retirement benefit obligation	1			1			3			3
Amortization of loss	—			1			—			1
Net periodic other post-retirement benefit cost	$	2		$	4		$	5		$	8

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 $4 million and $3 million in the three-month periods ended June 30, 2013 and 2012, respectively, and $7 million in both the six-month periods ended June 30, 2013 and 2012 for U.S. employees. We expensed pre-tax employer matching contributions of $3 million in both the three-month periods ended June 30, 2013 and 2012 and $6 million in both the six-month periods ended June 30, 2013 and 2012 for Canadian employees.

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Acquisition of Express-Platte - Additional Information (Detail) (Express-Platte, USD $)	3 Months Ended
	Mar. 14, 2013	Jun. 30, 2013
Business Acquisition [Line Items]
Business acquisition, effective date of acquisition	Mar. 14, 2013
Percentage of ownership interests acquired	100.00%
Purchase price	$ 1,490,000,000
Cash purchase price	1,250,000,000
Acquired debt	247,000,000
Long-term debt, including current maturities		228,000,000
Notes Seven Point Three Nine Percent Due Twenty Nineteen
Business Acquisition [Line Items]
Long-term debt, including current maturities		118,000,000
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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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2013

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

Schedule of Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations			Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
	(in millions)
March 31, 2013	$	1,858		$	(496	)	$	(18	)	$	(4	)	$	1,340
Reclassified to Net Income	—			—			1			1			2
Other AOCI activity	(249		)	10			—			(1		)	(240		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102
December 31, 2012	$	2,044		$	(507	)	$	(23	)	$	(5	)	$	1,509
Reclassified to Net Income	—			—			3			1			4
Other AOCI activity	(435		)	21			3			—			(411		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

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

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

Description	Condensed Consolidated Balance Sheet Caption	June 30, 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	5		—		5		—
Corporate debt securities	Investments and other assets—other	322		—		322		—
Derivative assets—interest rate swaps	Investments and other assets—other	25		—		25		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	435	$	1	$	434	$	—
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 June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	6	$	15		$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings	—		1			1			—
Included in other comprehensive income	—		(5		)	(4		)	(3		)
Settlements	—		(1		)	—			(1		)
Fair value, end of period	$	6	$	10		$	6		$	10
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.

	June 30, 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)	12,773		13,950		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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Business Segment Data - Condensed Consolidated Statements of Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Segment Reporting Information [Line Items]
Unaffiliated Revenues	$ 1,220		$ 1,112		$ 2,809		$ 2,656
Total operating revenues	1,220	[1]	1,112	[1]	2,809	[1]	2,656	[1]
Interest expense	160	[1]	155	[1]	309	[1]	312	[1]
Interest income and other	28	[1],[2]	29	[1],[2]	64	[1],[3]	58	[1],[3]
Total consolidated	288	[1]	321	[1]	788	[1]	817	[1]
Total reportable segments
Segment Reporting Information [Line Items]
Unaffiliated Revenues	1,218		1,109		2,804		2,652
Intersegment Revenues	20		6		38		21
Total operating revenues	1,238	[1]	1,115	[1]	2,842	[1]	2,673	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	465	[1]	472	[1]	1,104	[1]	1,125	[1]
U.S. Transmission
Segment Reporting Information [Line Items]
Unaffiliated Revenues	454		462		935		955
Intersegment Revenues	2		2		5		4
Total operating revenues	456	[1]	464	[1]	940	[1]	959	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	248	[1]	237	[1]	514	[1]	508	[1]
Distribution
Segment Reporting Information [Line Items]
Unaffiliated Revenues	352		322		1,051		919
Intersegment Revenues			0				0
Total operating revenues	352	[1]	322	[1]	1,051	[1]	919	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	65	[1]	75	[1]	233	[1]	226	[1]
Western Canada Transmission & Processing
Segment Reporting Information [Line Items]
Unaffiliated Revenues	339		325		732		778
Intersegment Revenues	18		4		33		17
Total operating revenues	357	[1]	329	[1]	765	[1]	795	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	74	[1]	94	[1]	185	[1]	232	[1]
Field Services
Segment Reporting Information [Line Items]
Unaffiliated Revenues			0				0
Intersegment Revenues			0				0
Total operating revenues			0	[1]			0	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	46	[1]	66	[1]	134	[1]	159	[1]
Liquids
Segment Reporting Information [Line Items]
Unaffiliated Revenues	73		0		86		0
Intersegment Revenues			0				0
Total operating revenues	73	[1]	0	[1]	86	[1]	0	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	32	[1]	0	[1]	38	[1]	0	[1]
Other
Segment Reporting Information [Line Items]
Unaffiliated Revenues	2		3		5		4
Intersegment Revenues	12		16		24		36
Total operating revenues	14	[1]	19	[1]	29	[1]	40	[1]
Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes	(45)	[1]	(25)	[1]	(71)	[1]	(54)	[1]
Eliminations
Segment Reporting Information [Line Items]
Intersegment Revenues	(32)		(22)		(62)		(57)
Total operating revenues	$ (32)	[1]	$ (22)	[1]	$ (62)	[1]	$ (57)	[1]

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

[2] 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.

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

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Business Segment Data - Condensed Consolidated Statements of Operations

Business Segment Data

Condensed Consolidated Statements of Operations	Unaffiliated Revenues		Intersegment Revenues			Total Operating Revenues (a)			Segment EBIT/ Consolidated Earnings from Continuing Operations before Income Taxes (a)
			(in millions)
Three Months Ended June 30, 2013
U.S. Transmission	$	454	$	2		$	456		$	248
Distribution	352		—			352			65
Western Canada Transmission & Processing	339		18			357			74
Field Services	—		—			—			46
Liquids	73		—			73			32
Total reportable segments	1,218		20			1,238			465
Other	2		12			14			(45		)
Eliminations	—		(32		)	(32		)	—
Interest expense	—		—			—			160
Interest income and other (b)	—		—			—			28
Total consolidated	$	1,220	$	—		$	1,220		$	288
Three Months Ended June 30, 2012
U.S. Transmission	$	462	$	2		$	464		$	237
Distribution	322		—			322			75
Western Canada Transmission & Processing	325		4			329			94
Field Services	—		—			—			66
Liquids	—		—			—			—
Total reportable segments	1,109		6			1,115			472
Other	3		16			19			(25		)
Eliminations	—		(22		)	(22		)	—
Interest expense	—		—			—			155
Interest income and other (b)	—		—			—			29
Total consolidated	$	1,112	$	—		$	1,112		$	321
Six Months Ended June 30, 2013
U.S. Transmission	$	935	$	5		$	940		$	514
Distribution	1,051		—			1,051			233
Western Canada Transmission & Processing	732		33			765			185
Field Services	—		—			—			134
Liquids	86		—			86			38
Total reportable segments	2,804		38			2,842			1,104
Other	5		24			29			(71		)
Eliminations	—		(62		)	(62		)	—
Interest expense	—		—			—			309
Interest income and other (b)	—		—			—			64
Total consolidated	$	2,809	$	—		$	2,809		$	788
Six Months Ended June 30, 2012
U.S. Transmission	$	955	$	4		$	959		$	508
Distribution	919		—			919			226
Western Canada Transmission & Processing	778		17			795			232
Field Services	—		—			—			159
Liquids	—		—			—			—
Total reportable segments	2,652		21			2,673			1,125
Other	4		36			40			(54		)
Eliminations	—		(57		)	(57		)	—
Interest expense	—		—			—			312
Interest income and other (b)	—		—			—			58
Total consolidated	$	2,656	$	—		$	2,656		$	817

(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

	June 30, 2013			December 31, 2012
	(in millions)
Segment Assets
U.S. Transmission	$	13,248		$	12,630
Distribution	5,442			5,842
Western Canada Transmission & Processing	6,303			6,431
Field Services	1,278			1,235
Liquids (a)	2,595			513
Total reportable segments	28,866			26,651
Other (a)	4,288			4,475
Eliminations	(494		)	(539		)
Total consolidated	$	32,660		$	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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Marketable Securities and Restricted Funds - Estimated Fair Values of Held to Maturity Securities (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 246	$ 262
Contractual maturities of outstanding AFS securities	P1Y
Current assets-other | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	35	37
Current assets-other | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	35	39
Current assets-other | Money market funds
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	17	0
Investments and other assets-other | Bankers acceptances
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	0	15
Investments and other assets-other | Canadian government securities
Schedule of Held-to-maturity Securities [Line Items]
Total held-to-maturity securities	$ 159	$ 171

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Risk Management and Hedging Activities - Information about Interest Rate Swaps (Detail) (Interest Rate Swap, USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Interest Rate Swap
Derivative [Line Items]
Gross Amounts Presented in the Condensed Consolidated Balance Sheets	$ 30	$ 61
Amounts Not Offset in the Condensed Consolidated Balance Sheets	4	7
Net Amount	26	54
Gross Amounts Presented in the Condensed Consolidated Balance Sheets	9	12
Amounts Not Offset in the Condensed Consolidated Balance Sheets	4	7
Net Amount	$ 5	$ 5

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Marketable Securities and Restricted Funds - Schedule of Restricted and Non-restricted Available for Sale Securities (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 342	$ 165
Contractual maturities of outstanding AFS securities	P1Y
Current assets-other
Schedule of Available-for-sale Securities [Line Items]
Non-restricted funds, Current assets - other	19	16
Investments and other assets-other
Schedule of Available-for-sale Securities [Line Items]
Restricted funds, Investments and other assets - other	321	142
Non-restricted funds, Investments and other assets - other	$ 2	$ 7

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Service cost benefit earned	$	4		$	4		$	9		$	7
Interest cost on projected benefit obligation	6			6			11			12
Expected return on plan assets	(8		)	(7		)	(16		)	(15		)
Amortization of loss	5			3			10			7
Net periodic pension cost	$	7		$	6		$	14		$	11
Canada
Service cost benefit earned	$	8		$	6		$	16		$	13
Interest cost on projected benefit obligation	12			12			25			25
Expected return on plan assets	(16		)	(14		)	(33		)	(29		)
Amortization of loss	9			9			18			18
Amortization of prior service costs	1			1			1			1
Net periodic pension cost	$	14		$	14		$	27		$	28

U.S. and Canada Other Post-Retirement Benefits

Components of Net Periodic Benefit Cost

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions)
U.S.
Interest cost on accumulated post-retirement benefit obligation	$	2		$	1		$	4		$	4
Expected return on plan assets	(1		)	(1		)	(2		)	(2		)
Amortization of loss	1			1			1			1
Net periodic other post-retirement benefit cost	$	2		$	1		$	3		$	3
Canada
Service cost benefit earned	$	1		$	2		$	2		$	4
Interest cost on accumulated post-retirement benefit obligation	1			1			3			3
Amortization of loss	—			1			—			1
Net periodic other post-retirement benefit cost	$	2		$	4		$	5		$	8

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Fair Value Measurements - Changes in Level 3 Assets and Liabilities that are Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Detail) (Long-term derivative liabilities, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Long-term derivative liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period	$ 6	$ 15	$ 9	$ 14
Total realized/unrealized losses (gains):
Included in earnings	0	1	1	0
Included in other comprehensive income	0	(5)	(4)	(3)
Settlements		(1)		(1)
Fair value, end of period	6	10	6	10
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	$ 0	$ (1)	$ 1	$ 0

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Sale of Spectra Energy Partners Units

6 Months Ended

Jun. 30, 2013

Sale of Spectra Energy Partners Units [Abstract]

Sale of Spectra Energy Partners Units

18. Sale of Spectra Energy Partners Units

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. The sale of the units decreased Spectra Energy's ownership in Spectra Energy Partners from 61% to 58%. In connection with the sale of the units, a $61 million gain ($38 million net of tax) to Additional Paid-in Capital and a $128 million increase in Equity-Noncontrolling Interests were recorded in the second quarter of 2013.

The following table presents the effects of changes in our ownership interests in non-100%-owned consolidated subsidiaries:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Net Income - Controlling Interests	$	199	$	215	$	539	$	548
Increase in Additional Paid-in Capital resulting from sale of units of Spectra Energy Partners	38		—		38		—
Total Net Income - Controlling Interests and changes in Equity - Controlling Interests	$	237	$	215	$	577	$	548

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 596	$ 602
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	388	375
Deferred income tax expense	182	147
Equity in earnings of unconsolidated affiliates	(182)	(209)
Distributions received from unconsolidated affiliates	147	197
Other	69	47
Net cash provided by operating activities	1,200	1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(959)	(789)
Investments in and loans to unconsolidated affiliates	(168)	0
Acquisitions, net of cash acquired	(1,254)	(30)
Purchases of held-to-maturity securities	(456)	(1,490)
Proceeds from sales and maturities of held-to-maturity securities	463	1,387
Purchases of available-for-sale securities	(2,899)	0
Proceeds from sales and maturities of available-for-sale securities	2,722	21
Distributions received from unconsolidated affiliates	13	11
Other changes in restricted funds	1	92
Other	2	6
Net cash used in investing activities	(2,535)	(792)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848	0
Payments for the redemption of long-term debt	(546)	(28)
Net increase in commercial paper	440	15
Distributions to noncontrolling interests	(69)	(56)
Dividends paid on common stock	(412)	(372)
Proceeds from the issuance of Spectra Energy Partners, LP common units	190	0
Other	10	27
Net cash provided by (used in) financing activities	1,461	(414)
Effect of exchange rate changes on cash	(3)	0
Net increase (decrease) in cash and cash equivalents	123	(47)
Cash and cash equivalents at beginning of period	94	174
Cash and cash equivalents at end of period	217	127
Supplemental Disclosures
Property, plant and equipment non-cash accruals	$ 148	$ 182

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General

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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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Regulatory Matters

6 Months Ended

Jun. 30, 2013

Regulated Operations [Abstract]

Regulatory Matters

4. Regulatory Matters

Union Gas. Union Gas’ distribution rates, effective January 1, 2013, were approved by the OEB following a cost of service application since 2012 was the final year of a multi-year incentive regulation framework that began January 1, 2008.

In July 2013, Union Gas applied for OEB approval of the parameters of a new multi-year incentive regulation framework. The parameters were determined through a settlement process and negotiated agreement with the key stakeholders who regularly participate in Union Gas’ rates applications and who represent the interests of its customers.

The new incentive regulation framework establishes new rates at the beginning of each year through the use of a pricing formula rather than through the examination of revenue and cost forecasts. The framework allows for annual inflationary rate increases, offset by a productivity factor of 60% of inflation, such that the annual net rate escalator in each year is 40% of inflation. The framework also allows for rate increases in the small volume customer classes where average use is declining, a five-year term commencing in 2014, certain adjustments to base rates, the continued pass-through of gas commodity, upstream transportation and demand side management costs, the additional pass-through of costs associated with major capital investments and certain fuel variances, an allowance for unexpected cost changes that are outside of management's control, earnings sharing between Union Gas and its customers beyond specified earnings levels, and equal sharing of tax changes between Union Gas and its customers. A hearing on the proposed framework and the related settlement agreement is expected later this year.

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 has been set for October 2013.

In May 2013, Union Gas filed an application with the OEB for the annual disposition of the 2012 non-commodity deferral account balances. The application included 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 as 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 less than $1 million. If the OEB finds 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 net refund payable of $17 million, comprised of $39 million in Other Current Liabilities and $22 million in Other Current Assets, which is reflected on the Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012. A hearing on this matter is expected later this year.

Express-Platte. Express Pipeline Limited Partnership’s proposal for increases in uncommitted rates filed with the NEB became effective on April 1, 2013. Express Pipeline Limited Partnership, Express Pipeline LLC, and Platte Pipe Line Company, LLC’s proposal for increases in joint committed rates filed with the NEB and FERC also became effective on April 1, 2013. Express Pipeline LLC’s and Platte Pipe Line Company, LLC’s proposals for increases in uncommitted rates filed with the FERC became effective on July 1, 2013.

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
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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Acquisition of Express-Platte

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

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 $247 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	10
Property, plant and equipment	1,352
Accounts payable	(20		)
Other current liabilities	(14		)
Deferred credits and other liabilities	(326		)
Long-term debt, including current portion	(247		)
Total assets acquired/liabilities assumed	843
Goodwill	$	478

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 June 30, 2013, Express-Platte debt, including current maturities, totaled $228 million, consisting of $118 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.

On August 2, 2013, subsidiaries of Spectra Energy contributed a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners, LP (Spectra Energy Partners) and sold a 100% ownership interest in the Canadian portion to Spectra Energy Partners. See Note 22 for further discussion.

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Risk Management and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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	June 30, 2013						December 31, 2012
	(in millions)
Assets	$	30	$	4	$	26	$	61	$	7	$	54
Liabilities	9		4		5		12		7		5

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

21. New Accounting Pronouncements

There were no significant accounting pronouncements adopted during the six months ended June 30, 2013 that had a material impact on our consolidated results of operations, financial position or cash flows.

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

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 June 30, 2012
Other	$	42	$	—	$	—	$	—
Total consolidated	$	42	$	—	$	—	$	—
Six Months Ended June 30, 2012
Other	$	99	$	3	$	1	$	2
Total consolidated	$	99	$	3	$	1	$	2

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Risk Management and Hedging Activities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013
Pay Floating Receive Fixed Swaps
Derivative [Line Items]
Notional principal amount of interest rate hedges	$ 1,589
Interest Rate Swaps One
Derivative [Line Items]
Interest rate swaps outstanding	5
Interest Rate Swaps Two
Derivative [Line Items]
Interest rate swaps outstanding	$ 4

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Goodwill

The following presents changes in goodwill during 2013:

	Goodwill
	(in millions)
December 31, 2012	$	4,513
Acquisition of Express-Platte	478
Foreign currency translation	(185		)
June 30, 2013	$	4,806

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Fair Value Measurements - Fair Value of Financial Instruments Recorded and Carried at Book Value (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 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	12,773	[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	$ 13,950	[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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Earnings per Common Share - Basic and Diluted Eps Calculations (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Earnings Per Share [Abstract]
Income from continuing operations, net of tax-controlling interests	$ 199		$ 215		$ 539		$ 546
Income from discontinued operations, net of tax-controlling interests	0		0		0		2
Net Income—Controlling Interests	$ 199		$ 215		$ 539		$ 548
Weighted-average common shares outstanding
Basic (in shares)	669		653		669		652
Diluted (in shares)	671		655		671		655
Basic earnings per common share
Continuing operations (in usd per share)	$ 0.30	[1]	$ 0.33	[1]	$ 0.81	[1]	$ 0.84	[1]
Total basic earnings per common share (in usd per share)	$ 0.30	[1]	$ 0.33	[1]	$ 0.81	[1]	$ 0.84	[1]
Diluted earnings per common share
Continuing operations (in usd per share)	$ 0.30	[1]	$ 0.33	[1]	$ 0.80	[1]	$ 0.83	[1]
Discontinued operations, net of tax (in usd per share)	$ 0.00	[1]	$ 0.00	[1]	$ 0.00	[1]	$ 0.01	[1]
Total diluted earnings per common share (in usd per share)	$ 0.30	[1]	$ 0.33	[1]	$ 0.80	[1]	$ 0.84	[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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Business Segment Data - Condensed Consolidated Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Assets	$ 32,660		$ 30,587
Total reportable segments
Segment Reporting Information [Line Items]
Assets	28,866		26,651
U.S. Transmission
Segment Reporting Information [Line Items]
Assets	13,248		12,630
Distribution
Segment Reporting Information [Line Items]
Assets	5,442		5,842
Western Canada Transmission & Processing
Segment Reporting Information [Line Items]
Assets	6,303		6,431
Field Services
Segment Reporting Information [Line Items]
Assets	1,278		1,235
Liquids
Segment Reporting Information [Line Items]
Assets	2,595	[1]	513	[1]
Other
Segment Reporting Information [Line Items]
Assets	4,288	[1]	4,475	[1]
Eliminations
Segment Reporting Information [Line Items]
Assets	$ (494)		$ (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.

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General - Additional Information (Detail) (DCP Midstream, LLC)	Jun. 30, 2013
DCP Midstream, LLC
Significant Accounting Policies [Line Items]
Percentage of ownership	50.00%

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net Income	$ 226	$ 241	$ 596	$ 602
Other comprehensive income (loss)
Foreign currency translation adjustments	(251)	(133)	(440)	29
Unrealized mark-to-market net gain on hedges	0	3	3	3
Reclassification of cash flow hedges into earnings	2	2	4	4
Pension and benefits impact	10	18	21	23
Other	(1)	0	0	0
Total other comprehensive income (loss)	(240)	(110)	(412)	59
Total Comprehensive Income (Loss), net of tax	(14)	131	184	661
Less: Comprehensive Income—Noncontrolling Interests	25	24	52	54
Comprehensive Income (Loss)—Controlling Interests	$ (39)	$ 107	$ 132	$ 607

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Earnings per Common Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	199	$	215	$	539	$	546
Income from discontinued operations, net of tax—controlling interests	—		—		—		2
Net income—controlling interests	$	199	$	215	$	539	$	548
Weighted-average common shares outstanding
Basic	669		653		669		652
Diluted	671		655		671		655
Basic earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.81	$	0.84
Total basic earnings per common share	$	0.30	$	0.33	$	0.81	$	0.84
Diluted earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.80	$	0.83
Discontinued operations, net of tax	—		—		—		0.01
Total diluted earnings per common share	$	0.30	$	0.33	$	0.80	$	0.84

 __________

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

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Preferred stock, par (usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares outstanding	0	0
Common stock, par (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	669,000,000	668,000,000

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Investments in and Loans to Unconsolidated Affiliates - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Schedule of Equity Method Investments [Line Items]
Equity in earnings of unconsolidated affiliates	$ 72	$ 91	$ 182	$ 209
Revenues associated with a propane sales agreement with an affiliate of DCP Midstream		42		99
DCP Midstream, LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%		50.00%
Equity in earnings of unconsolidated affiliates	7	1	50	22
Revenues associated with a propane sales agreement with an affiliate of DCP Midstream		$ 42		$ 99

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Condensed Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Operating Revenues
Transportation, storage and processing of natural gas	$ 766		$ 784		$ 1,566		$ 1,615
Distribution of natural gas	283		240		908		745
Sales of natural gas liquids	65		56		177		205
Transportation of crude oil	67		0		80		0
Other	39		32		78		91
Total operating revenues	1,220	[1]	1,112	[1]	2,809	[1]	2,656	[1]
Operating Expenses
Natural gas and petroleum products purchased	167		146		632		579
Operating, maintenance and other	410		334		742		655
Depreciation and amortization	196		185		382		369
Property and other taxes	93		81		193		169
Total operating expenses	866		746		1,949		1,772
Gains on Sales of Other Assets and Other, net	0		1		0		2
Operating income (loss)	354		367		860		886
Other Income and Expenses
Equity in earnings of unconsolidated affiliates	72		91		182		209
Other income and expenses, net	22		18		55		34
Total other income and expenses	94		109		237		243
Interest Expense	160	[1]	155	[1]	309	[1]	312	[1]
Earnings From Continuing Operations Before Income Taxes	288	[1]	321	[1]	788	[1]	817	[1]
Income Tax Expense From Continuing Operations	62		80		192		217
Income From Continuing Operations	226		241		596		600
Income From Discontinued Operations, net of tax	0		0		0		2
Net Income	226		241		596		602
Net Income—Noncontrolling Interests	27		26		57		54
Net Income—Controlling Interests	$ 199		$ 215		$ 539		$ 548
Weighted-average shares outstanding
Basic (in shares)	669		653		669		652
Diluted (in shares)	671		655		671		655
Earnings per share from continuing operations
Basic (in usd per share)	$ 0.30	[2]	$ 0.33	[2]	$ 0.81	[2]	$ 0.84	[2]
Diluted (in usd per share)	$ 0.30	[2]	$ 0.33	[2]	$ 0.80	[2]	$ 0.83	[2]
Earnings per share
Basic (in usd per share)	$ 0.30	[2]	$ 0.33	[2]	$ 0.81	[2]	$ 0.84	[2]
Diluted (in shares)	$ 0.30	[2]	$ 0.33	[2]	$ 0.80	[2]	$ 0.84	[2]
Dividends per share (in usd per share)	$ 0.305		$ 0.28		$ 0.61		$ 0.56

[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 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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Employee Benefit Plans - Other Post Retirement Benefit Plans Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
U.S. Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Interest cost on accumulated post-retirement benefit obligation	$ 2	$ 1	$ 4	$ 4
Expected return on plan assets	(1)	(1)	(2)	(2)
Amortization of loss	1	1	1	1
Net periodic cost	2	1	3	3
Canadian Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost benefit earned	1	2	2	4
Interest cost on accumulated post-retirement benefit obligation	1	1	3	3
Amortization of loss	0	1	0	1
Net periodic cost	$ 2	$ 4	$ 5	$ 8

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Sale of Spectra Energy Partners Units - Additional Information (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Related Party Transaction [Line Items]
Proceeds from the issuance of Spectra Energy Partners, LP common units	$ 190	$ 0
Additional Paid-in Capital
Related Party Transaction [Line Items]
Gain on sale of partner units	61
Gain on sale of partner units, net of tax	38
Noncontrolling Interests
Related Party Transaction [Line Items]
Spectra Energy Partners, LP common unit issuance	128
Spectra Energy Partners, LP
Related Party Transaction [Line Items]
Net proceeds from the issuance of partners units	$ 193
Percentage of ownership, before transaction	61.00%
Spectra Energy Partners, LP | Limited Partner
Related Party Transaction [Line Items]
Partners units issued	5.2
Spectra Energy Partners, LP | General Partner
Related Party Transaction [Line Items]
Partners units issued	0.1

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Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

22. Subsequent Events

On July 2, 2013, Union Gas issued 250 million Canadian dollars (approximately $237 million as of the issuance date) aggregate principal amount of 3.79% notes due 2023. Net proceeds from the offering will be used for general corporate purposes.

On August 2, 2013, subsidiaries of Spectra Energy contributed a 40% interest in the U.S. portion of Express-Platte to Spectra Energy Partners and sold a 100% ownership interest in the Canadian portion to Spectra Energy Partners. Aggregate consideration for the transactions consisted of approximately $410 million in cash, $319 million in newly issued Spectra Energy Partners partnership units and $129 million of acquired Express-Platte debt. 

On August 5, 2013, Spectra Energy entered into a definitive agreement with Spectra Energy Partners under which Spectra Energy will contribute to Spectra Energy Partners substantially all of Spectra Energy's remaining interests in its other subsidiaries that own U.S. transmission and storage and liquids assets. Our interest in DCP Midstream is not part of the transaction.Aggregate consideration for the transaction will be 175.5 million in newly issued Spectra Energy Partners partnership units, $2.2 billion in cash, and the indirect assumption of approximately $2.5 billion of third-party debt of the contributed entities.  Completion of the transaction is subject to regulatory approval and customary closing conditions.  The initial closing, which will include substantially all the contributed entities, is expected to occur in the fourth quarter of 2013.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. 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 June 30, 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 June 30, 2013 or December 31, 2012 related to litigation.

Other Commitments and Contingencies

See Note 17 for a discussion of guarantees and indemnifications.

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Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Statement of Operations

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended June 30, 2013
Total operating revenues	$	—		$	—	$	1,220		$	—		$	1,220
Total operating expenses	1			—		865			—			866
Operating income (loss)	(1		)	—		355			—			354
Equity in earnings of unconsolidated affiliates	—			—		72			—			72
Equity in earnings of subsidiaries	194			317		—			(511		)	—
Other income and expenses, net	(1		)	1		22			—			22
Interest expense	—			51		109			—			160
Earnings before income taxes	192			267		340			(511		)	288
Income tax expense (benefit)	(7		)	73		(4		)	—			62
Net income	199			194		344			(511		)	226
Net income—noncontrolling interests	—			—		27			—			27
Net income—controlling interests	$	199		$	194	$	317		$	(511	)	$	199
Three Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	1,112		$	—		$	1,112
Total operating expenses	6			—		740			—			746
Gains on sales of other assets and other, net	—			—		1			—			1
Operating income (loss)	(6		)	—		373			—			367
Equity in earnings of unconsolidated affiliates	—			—		91			—			91
Equity in earnings of subsidiaries	216			342		—			(558		)	—
Other income and expenses, net	—			1		17			—			18
Interest expense	—			48		107			—			155
Earnings from continuing operations before income taxes	210			295		374			(558		)	321
Income tax expense (benefit) from continuing operations	(6		)	79		7			—			80
Income from continuing operations	216			216		367			(558		)	241
Income (loss) from discontinued operations, net of tax	(1		)	—		1			—			—
Net income	215			216		368			(558		)	241
Net income—noncontrolling interests	—			—		26			—			26
Net income—controlling interests	$	215		$	216	$	342		$	(558	)	$	215

Spectra Energy Corp

Condensed Consolidating Statements of Operations

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Six Months Ended June 30, 2013
Total operating revenues	$	—		$	—	$	2,810	$	(1	)	$	2,809
Total operating expenses	3			—		1,947		(1		)	1,949
Operating income (loss)	(3		)	—		863		—			860
Equity in earnings of unconsolidated affiliates	—			—		182		—			182
Equity in earnings of subsidiaries	531			826		—		(1,357		)	—
Other income and expenses, net	(3		)	4		54		—			55
Interest expense	—			99		210		—			309
Earnings before income taxes	525			731		889		(1,357		)	788
Income tax expense (benefit)	(14		)	200		6		—			192
Net income	539			531		883		(1,357		)	596
Net income—noncontrolling interests	—			—		57		—			57
Net income—controlling interests	$	539		$	531	$	826	$	(1,357	)	$	539
Six Months Ended June 30, 2012
Total operating revenues	$	—		$	—	$	2,657	$	(1	)	$	2,656
Total operating expenses	8			—		1,765		(1		)	1,772
Gains on sales of other assets and other, net	—			—		2		—			2
Operating income (loss)	(8		)	—		894		—			886
Equity in earnings of unconsolidated affiliates	—			—		209		—			209
Equity in earnings of subsidiaries	545			828		—		(1,373		)	—
Other income and expenses, net	(1		)	1		34		—			34
Interest expense	—			96		216		—			312
Earnings from continuing operations before income taxes	536			733		921		(1,373		)	817
Income tax expense (benefit) from continuing operations	(13		)	188		42		—			217
Income from continuing operations	549			545		879		(1,373		)	600
Income (loss) from discontinued operations, net of tax	(1		)	—		3		—			2
Net income	548			545		882		(1,373		)	602
Net income—noncontrolling interests	—			—		54		—			54
Net income—controlling interests	$	548		$	545	$	828	$	(1,373	)	$	548

Condensed Consolidating Statements of Comprehensive Income

Spectra Energy Corp

Condensed Consolidating Statements of Comprehensive Income

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Three Months Ended June 30, 2013
Net income	$	199	$	194	$	344		$	(511	)	$	226
Other comprehensive income (loss)	3		1		(244		)	—			(240		)
Total comprehensive income (loss), net of tax	202		195		100			(511		)	(14		)
Less: comprehensive income—noncontrolling interests	—		—		25			—			25
Comprehensive income (loss)—controlling interests	$	202	$	195	$	75		$	(511	)	$	(39	)
Three Months Ended June 30, 2012
Net income	$	215	$	216	$	368		$	(558	)	$	241
Other comprehensive income (loss)	3		—		(113		)	—			(110		)
Total comprehensive income, net of tax	218		216		255			(558		)	131
Less: comprehensive income—noncontrolling interests	—		—		24			—			24
Comprehensive income—controlling interests	$	218	$	216	$	231		$	(558	)	$	107

Six Months Ended June 30, 2013
Net income	$	539	$	531	$	883		$	(1,357	)	$	596
Other comprehensive income (loss)	7		1		(420		)	—			(412		)
Total comprehensive income, net of tax	546		532		463			(1,357		)	184
Less: comprehensive income—noncontrolling interests	—		—		52			—			52
Comprehensive income—controlling interests	$	546	$	532	$	411		$	(1,357	)	$	132
Six Months Ended June 30, 2012
Net income	$	548	$	545	$	882		$	(1,373	)	$	602
Other comprehensive income	7		1		51			—			59
Total comprehensive income, net of tax	555		546		933			(1,373		)	661
Less: comprehensive income—noncontrolling interests	—		—		54			—			54
Comprehensive income—controlling interests	$	555	$	546	$	879		$	(1,373	)	$	607

Condensed Consolidating Balance Sheet

Spectra Energy Corp

Condensed Consolidating Balance Sheet

June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp		Spectra Capital		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	2	$	215	$	—		$	217
Receivables—consolidated subsidiaries	7		7		—		(14		)	—
Receivables—other	1		56		900		—			957
Other current assets	14		17		522		—			553
Total current assets	22		82		1,637		(14		)	1,727
Investments in and loans to unconsolidated affiliates	—		70		2,813		—			2,883
Investments in consolidated subsidiaries	13,190		17,133		—		(30,323		)	—
Advances receivable—consolidated subsidiaries	—		5,845		—		(5,845		)	—
Notes receivable—consolidated subsidiaries	—		—		905		(905		)	—
Goodwill	—		—		4,806		—			4,806
Other assets	43		41		601		—			685
Property, plant and equipment, net	—		—		21,297		—			21,297
Regulatory assets and deferred debits	3		17		1,242		—			1,262
Total Assets	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660
Accounts payable—other	$	2	$	61	$	514	$	—		$	577
Accounts payable—consolidated subsidiaries	—		—		16		(16		)	—
Commercial paper	—		1,128		556		—			1,684
Short-term borrowings—consolidated subsidiaries	—		903		—		(903		)	—
Accrued taxes payable	10		—		76		—			86
Current maturities of long-term debt	—		399		741		—			1,140
Other current liabilities	49		105		870		—			1,024
Total current liabilities	61		2,596		2,773		(919		)	4,511
Long-term debt	—		4,221		7,435		—			11,656
Advances payable—consolidated subsidiaries	4,258		—		1,587		(5,845		)	—
Deferred credits and other liabilities	195		3,181		3,130		—			6,506
Preferred stock of subsidiaries	—		—		258		—			258
Equity
Controlling interests	8,744		13,190		17,133		(30,323		)	8,744
Noncontrolling interests	—		—		985		—			985
Total equity	8,744		13,190		18,118		(30,323		)	9,729
Total Liabilities and Equity	$	13,258	$	23,188	$	33,301	$	(37,087	)	$	32,660

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

Six Months Ended June 30, 2013

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	539		$	531		$	883		$	(1,357	)	$	596
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	—			—			388			—			388
Equity in earnings of unconsolidated affiliates	—			—			(182		)	—			(182		)
Equity in earnings of consolidated subsidiaries	(531		)	(826		)	—			1,357			—
Distributions received from unconsolidated affiliates	—			—			147			—			147
Other	(7		)	335			(77		)	—			251
Net cash provided by operating activities	1			40			1,159			—			1,200
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(959		)	—			(959		)
Investments in and loans to unconsolidated affiliates	—			—			(168		)	—			(168		)
Acquisitions, net of cash acquired	—			—			(1,254		)	—			(1,254		)
Purchases of held-to-maturity securities	—			—			(456		)	—			(456		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			463			—			463
Purchases of available-for-sale securities	—			—			(2,899		)	—			(2,899		)
Proceeds from sales and maturities of available-for-sale securities	—			—			2,722			—			2,722
Distributions received from unconsolidated affiliates	—			—			13			—			13
Advances from (to) affiliates	156			(589		)	—			433			—
Other changes in restricted funds	—			—			1			—			1
Other	—			—			2			—			2
Net cash provided by (used in) investing activities	156			(589		)	(2,535		)	433			(2,535		)
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		)	(51		)	—			(546		)
Net increase (decrease) in commercial paper	—			615			(175		)	—			440
Net decrease in short-term borrowings—consolidated subsidiaries	—			(9		)	—			9			—
Distributions to noncontrolling interests	—			—			(69		)	—			(69		)
Proceeds from the issuance of Spectra Energy Partners common units	—			—			190			—			190
Dividends paid on common stock	(412		)	—			—			—			(412		)
Distributions and advances from (to) affiliates	240			(1,405		)	1,607			(442		)	—
Other	15			(6		)	1			—			10
Net cash provided by (used in) financing activities	(157		)	548			1,503			(433		)	1,461
Effect of exchange rate changes on cash	—			—			(3		)	—			(3		)
Net increase (decrease) in cash and cash equivalents	—			(1		)	124			—			123
Cash and cash equivalents at beginning of period	—			3			91			—			94
Cash and cash equivalents at end of period	$	—		$	2		$	215		$	—		$	217

Spectra Energy Corp

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

(Unaudited)

(In millions)

	Spectra Energy Corp			Spectra Capital			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	548		$	545		$	882		$	(1,373	)	$	602
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization	—			—			375			—			375
Equity in earnings of unconsolidated affiliates	—			—			(209		)	—			(209		)
Equity in earnings of consolidated subsidiaries	(545		)	(828		)	—			1,373			—
Distributions received from unconsolidated affiliates	—			—			197			—			197
Other	(66		)	153			107			—			194
Net cash provided by (used in) operating activities	(63		)	(130		)	1,352			—			1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			—			(789		)	—			(789		)
Acquisitions	—			—			(30		)	—			(30		)
Purchases of held-to-maturity securities	—			—			(1,490		)	—			(1,490		)
Proceeds from sales and maturities of held-to-maturity securities	—			—			1,387			—			1,387
Proceeds from sales and maturities of available-for-sale securities	—			—			21			—			21
Distributions received from unconsolidated affiliates	—			—			11			—			11
Advances to affiliates	(16		)	(264		)	—			280			—
Other changes in restricted funds	—			—			92			—			92
Other	—			—			6			—			6
Net cash used in investing activities	(16		)	(264		)	(792		)	280			(792		)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for the redemption of long-term debt	—			—			(28		)	—			(28		)
Net increase (decrease) in commercial paper	—			184			(169		)	—			15
Distributions to noncontrolling interests	—			—			(56		)	—			(56		)
Dividends paid on common stock	(372		)	—			—			—			(372		)
Distributions and advances from (to) affiliates	425			209			(354		)	(280		)	—
Other	26			—			1			—			27
Net cash provided by (used in) financing activities	79			393			(606		)	(280		)	(414		)
Effect of exchange rate changes on cash	—			—			—			—			—
Net decrease in cash and cash equivalents	—			(1		)	(46		)	—			(47		)
Cash and cash equivalents at beginning of period	—			2			172			—			174
Cash and cash equivalents at end of period	$	—		$	1		$	126		$	—		$	127

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Employee Benefit Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			$ 11	$ 11
Anticipated contributions to the defined benefit plans in 2013	20		20
Canada Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Contribution to retirement plans			46	35
Anticipated contributions to the defined benefit plans in 2013	90		90
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	4	3	7	7
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	$ 6	$ 6

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Discontinued Operations - 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		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues		$ 42		$ 99
Pre-tax Earnings		0		3
Income Tax Expense		0		1
Income From Discontinued Operations, net of tax	0	0	0	2
Other Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues		42		99
Pre-tax Earnings		0		3
Income Tax Expense		0		1
Income From Discontinued Operations, net of tax		$ 0		$ 2

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Debt and Credit Facilities - Additional Information (Detail) (USD $)	1 Months Ended			1 Months Ended	2 Months Ended
	Dec. 31, 2012 Delayed Draw Term Loan	Dec. 31, 2015 Delayed Draw Term Loan	Jun. 30, 2013 Delayed Draw Term Loan	Dec. 31, 2012 Maximum Delayed Draw Term Loan Loan	Mar. 01, 2013 Maximum Delayed Draw Term Loan	Jun. 30, 2013 Spectra Energy Capital, LLC Covenant Requirement	Jun. 30, 2013 Spectra Energy Capital, LLC Covenant Requirement Maximum
Debt Instrument [Line Items]
Debt-to-total defined capitalization ratio						62.00%	65.00%
Term loan maturity period	3 years
Unsecured delayed-draw term loan	$ 1,200,000,000
Number of term loan borrowings				4
Term loan, borrowings date					Mar. 01, 2013
Outstanding term loan			$ 1,200,000,000
Long-term debt, maturity year		2015

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Debt and Credit Facilities (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Available Credit Facilities and Restrictive Debt Covenants

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Outstanding at June  30, 2013						Available Credit Facilities Capacity
				Commercial Paper		Letters of Credit		Total
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2016	$	1,500	$	1,128	$	7	$	1,135	$	365
Westcoast Energy Inc.
Multi-year syndicated (b)	2016	285		232		—		232		53
Union Gas
Multi-year syndicated (c)	2016	380		—		—		—		380
Spectra Energy Partners
Multi-year syndicated (d)	2016	700		324		—		324		376
Total		$	2,865	$	1,684	$	7	$	1,691	$	1,174

___________

(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 62% at June 30, 2013.

(b) U.S. dollar equivalent at June 30, 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 48% at June 30, 2013.

(c) U.S. dollar equivalent at June 30, 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 64% at June 30, 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 June 30, 2013, this ratio was 3.1. 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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Inventory (Tables)

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Components of Inventory

The components of inventory are as follows:

	June 30, 2013		December 31, 2012
	(in millions)
Natural gas	$	106	$	200
NGLs	40		31
Materials and supplies	78		78
Total inventory	$	224	$	309

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Investments in and Loans to Unconsolidated Affiliates (Tables)

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Summarized Statements of Operations of Unconsolidated Affiliates Presented at 100 Percent

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Operating revenues	$	2,861	$	2,219	$	5,473	$	5,121
Operating expenses	2,671		1,998		5,121		4,692
Operating income	190		221		352		429
Net income	142		185		262		340
Net income attributable to members’ interests	78		132		169		276

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Discontinued Operations

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

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 10 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 June 30, 2012
Other	$	42	$	—	$	—	$	—
Total consolidated	$	42	$	—	$	—	$	—
Six Months Ended June 30, 2012
Other	$	99	$	3	$	1	$	2
Total consolidated	$	99	$	3	$	1	$	2

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Marketable Securities and Restricted Funds - Estimated Fair Values of Available for Sale Securities (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 342	$ 165
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	341	164
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Total available-for-sale securities	$ 1	$ 1

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Acquisition of Express-Platte (Tables)

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

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	10
Property, plant and equipment	1,352
Accounts payable	(20		)
Other current liabilities	(14		)
Deferred credits and other liabilities	(326		)
Long-term debt, including current portion	(247		)
Total assets acquired/liabilities assumed	843
Goodwill	$	478

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Sale of Spectra Energy Partners Units (Tables)

6 Months Ended

Jun. 30, 2013

Sale of Spectra Energy Partners Units [Abstract]

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

The following table presents the effects of changes in our ownership interests in non-100%-owned consolidated subsidiaries:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Net Income - Controlling Interests	$	199	$	215	$	539	$	548
Increase in Additional Paid-in Capital resulting from sale of units of Spectra Energy Partners	38		—		38		—
Total Net Income - Controlling Interests and changes in Equity - Controlling Interests	$	237	$	215	$	577	$	548

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Inventory

6 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Inventory

9. 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:

	June 30, 2013		December 31, 2012
	(in millions)
Natural gas	$	106	$	200
NGLs	40		31
Materials and supplies	78		78
Total inventory	$	224	$	309

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Guarantees and Indemnifications - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 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 interest	100.00%

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

5. Income Taxes

Income tax expense from continuing operations for the three months ended June 30, 2013 was $62 million, compared to $80 million for the same period in 2012. Income tax expense from continuing operations for the six months endedJune 30, 2013 was $192 million, compared to $217 million for the same period in 2012. The lower income tax expense for the 2013 periods resulted mainly from favorable enacted Canadian federal income tax legislation and lower earnings.

The effective tax rates for income from continuing operations for the three months ended June 30, 2013 and 2012 were 22% and 25%, respectively, and 24% and 27% for the six-month periods, respectively. The lower effective tax rates in the 2013 periods resulted primarily from favorable enacted Canadian federal income tax legislation. 

We recorded a $14 million decrease in unrecognized tax benefits during the six-month period ended June 30, 2013 due to enacted Canadian federal income tax legislation. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could increase by approximately $7 million prior to June 30, 2014 as a result of the expiration of statutes of limitation and expected audit settlements.

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Condensed Consolidated Statements of Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income Other	Noncontrolling Interests
Beginning Balance at Dec. 31, 2011	$ 8,896	$ 1	$ 4,814	$ 1,977	$ 1,832	$ (559)	$ 831
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	602			548			54
Other comprehensive income (loss)	59				29	30	0
Dividends on common stock	(369)			(369)
Stock-based compensation	5		5
Distributions to noncontrolling interests	(56)						(56)
Spectra Energy common stock issued	11		11
Spectra Energy Partners, LP common units issued			0
Ending Balance at Jun. 30, 2012	9,148	1	4,830	2,156	1,861	(529)	829
Beginning Balance at Mar. 31, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	241
Other comprehensive income (loss)	(110)
Spectra Energy Partners, LP common units issued			0
Ending Balance at Jun. 30, 2012	9,148	1	4,830
Beginning Balance at Dec. 31, 2012	9,843	1	5,297	2,165	2,044	(535)	871
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	596			539			57
Other comprehensive income (loss)	(412)				(435)	28	(5)
Dividends on common stock	(410)			(410)
Stock-based compensation	4		4
Distributions to noncontrolling interests	(69)						(69)
Spectra Energy common stock issued	10		10
Spectra Energy Partners, LP common units issued	166		38				128
Other, net	1		(2)				3
Ending Balance at Jun. 30, 2013	9,729	1	5,347	2,294	1,609	(507)	985
Beginning Balance at Mar. 31, 2013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	226
Other comprehensive income (loss)	(240)
Spectra Energy Partners, LP common units issued			38
Ending Balance at Jun. 30, 2013	$ 9,729	$ 1	$ 5,347

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Regulatory Matters - Additional Information (Detail) (Union Gas Limited, USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Regulatory Matters [Line Items]
Incentive regulation framework, pricing formula, productivity factor	60.00%
Incentive regulation framework, pricing formula, annual net rate escalator	40.00%
Percentage of revenue to be credited to customers if transportation contracts should be treated as offset to gas costs		90.00%
Customer Receipts
Regulatory Matters [Line Items]
Regulatory liabilities	$ 17	$ 17
Customer Receipts | Other Current Liabilities
Regulatory Matters [Line Items]
Regulatory liabilities	39	39
Customer Receipts | Other Current Assets
Regulatory Matters [Line Items]
Regulatory assets	22	22
Maximum | Receivables
Regulatory Matters [Line Items]
Regulatory assets		$ 1

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Acquisition of Express-Platte - Summary of Fair Values of Assets and Liabilities Acquired (Detail) (Express-Platte, USD $) In Millions, unless otherwise specified	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	10
Property, plant and equipment	1,352
Accounts payable	(20)
Other current liabilities	(14)
Deferred credits and other liabilities	(326)
Long-term debt, including current portion	(247)
Total assets acquired/liabilities assumed	843
Goodwill	$ 478

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Consolidating Financial Information - Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 217	$ 94	$ 127	$ 174
Receivables-other	957	970
Other current assets	553	599
Total current assets	1,727	1,663
Investments in and loans to unconsolidated affiliates	2,883	2,692
Goodwill	4,806	4,513
Other assets	685	572
Property, plant and equipment, net	21,297	19,905
Regulatory assets and deferred debits	1,262	1,242
Total Assets	32,660	30,587
Accounts payable-other	577	464
Commercial paper	1,684	1,259
Accrued taxes payable	86	67
Current maturities of long-term debt	1,140	921
Other current liabilities	1,024	1,080
Total current liabilities	4,511	3,791
Long-term debt	11,656	10,653
Deferred credits and other liabilities	6,506	6,042
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	8,744	8,972
Noncontrolling interests	985	871
Total equity	9,729	9,843	9,148	8,896
Total Liabilities and Equity	32,660	30,587
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	7	164
Receivables-other	1	1
Other current assets	14	17
Total current assets	22	182
Investments in consolidated subsidiaries	13,190	12,974
Other assets	43	39
Regulatory assets and deferred debits	3	3
Total Assets	13,258	13,198
Accounts payable-other	2	4
Accrued taxes payable	10	10
Other current liabilities	49	61
Total current liabilities	61	75
Advances payable-consolidated subsidiaries	4,258	3,957
Deferred credits and other liabilities	195	194
Equity
Controlling interests	8,744	8,972
Total equity	8,744	8,972
Total Liabilities and Equity	13,258	13,198
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	2	3	1	2
Receivables-consolidated subsidiaries	7
Receivables-other	56	56
Other current assets	17	23
Total current assets	82	82
Investments in and loans to unconsolidated affiliates	70	70
Investments in consolidated subsidiaries	17,133	14,969
Advances receivable-consolidated subsidiaries	5,845	5,658
Other assets	41	67
Regulatory assets and deferred debits	17	14
Total Assets	23,188	20,860
Accounts payable-other	61	74
Accounts payable-consolidated subsidiaries		91
Commercial paper	1,128	513
Short-term borrowings-consolidated subsidiaries	903	912
Current maturities of long-term debt	399	744
Other current liabilities	105	106
Total current liabilities	2,596	2,440
Long-term debt	4,221	2,550
Deferred credits and other liabilities	3,181	2,896
Equity
Controlling interests	13,190	12,974
Total equity	13,190	12,974
Total Liabilities and Equity	23,188	20,860
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	215	91	126	172
Receivables-other	900	913
Other current assets	522	559
Total current assets	1,637	1,563
Investments in and loans to unconsolidated affiliates	2,813	2,622
Notes receivable-consolidated subsidiaries	905	912
Goodwill	4,806	4,513
Other assets	601	466
Property, plant and equipment, net	21,297	19,905
Regulatory assets and deferred debits	1,242	1,225
Total Assets	33,301	31,206
Accounts payable-other	514	386
Accounts payable-consolidated subsidiaries	16	73
Commercial paper	556	746
Accrued taxes payable	76	57
Current maturities of long-term debt	741	177
Other current liabilities	870	913
Total current liabilities	2,773	2,352
Long-term debt	7,435	8,103
Advances payable-consolidated subsidiaries	1,587	1,701
Deferred credits and other liabilities	3,130	2,952
Preferred stock of subsidiaries	258	258
Equity
Controlling interests	17,133	14,969
Noncontrolling interests	985	871
Total equity	18,118	15,840
Total Liabilities and Equity	33,301	31,206
Eliminations
Condensed Financial Statements, Captions [Line Items]
Receivables-consolidated subsidiaries	(14)	(164)
Total current assets	(14)	(164)
Investments in consolidated subsidiaries	(30,323)	(27,943)
Advances receivable-consolidated subsidiaries	(5,845)	(5,658)
Notes receivable-consolidated subsidiaries	(905)	(912)
Total Assets	(37,087)	(34,677)
Accounts payable-consolidated subsidiaries	(16)	(164)
Short-term borrowings-consolidated subsidiaries	(903)	(912)
Total current liabilities	(919)	(1,076)
Advances payable-consolidated subsidiaries	(5,845)	(5,658)
Equity
Controlling interests	(30,323)	(27,943)
Total equity	(30,323)	(27,943)
Total Liabilities and Equity	$ (37,087)	$ (34,677)

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Earnings per Common Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Basic and Diluted EPS Calculations

The following table presents our basic and diluted EPS calculations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions, except per-share amounts)
Income from continuing operations, net of tax—controlling interests	$	199	$	215	$	539	$	546
Income from discontinued operations, net of tax—controlling interests	—		—		—		2
Net income—controlling interests	$	199	$	215	$	539	$	548
Weighted-average common shares outstanding
Basic	669		653		669		652
Diluted	671		655		671		655
Basic earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.81	$	0.84
Total basic earnings per common share	$	0.30	$	0.33	$	0.81	$	0.84
Diluted earnings per common share (a)
Continuing operations	$	0.30	$	0.33	$	0.80	$	0.83
Discontinued operations, net of tax	—		—		—		0.01
Total diluted earnings per common share	$	0.30	$	0.33	$	0.80	$	0.84

 __________

(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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Consolidating Financial Information - Condensed Consolidating Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Net income	$ 226	$ 241	$ 596	$ 602
Other comprehensive income (loss)	(240)	(110)	(412)	59
Total Comprehensive Income (Loss), net of tax	(14)	131	184	661
Less: comprehensive income-noncontrolling interests	25	24	52	54
Comprehensive Income (Loss)—Controlling Interests	(39)	107	132	607
Spectra Energy Corp
Condensed Financial Statements, Captions [Line Items]
Net income	199	215	539	548
Other comprehensive income (loss)	3	3	7	7
Total Comprehensive Income (Loss), net of tax	202	218	546	555
Comprehensive Income (Loss)—Controlling Interests	202	218	546	555
Spectra Energy Capital, LLC
Condensed Financial Statements, Captions [Line Items]
Net income	194	216	531	545
Other comprehensive income (loss)	1		1	1
Total Comprehensive Income (Loss), net of tax	195	216	532	546
Comprehensive Income (Loss)—Controlling Interests	195	216	532	546
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income	344	368	883	882
Other comprehensive income (loss)	(244)	(113)	(420)	51
Total Comprehensive Income (Loss), net of tax	100	255	463	933
Less: comprehensive income-noncontrolling interests	25	24	52	54
Comprehensive Income (Loss)—Controlling Interests	75	231	411	879
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income	(511)	(558)	(1,357)	(1,373)
Total Comprehensive Income (Loss), net of tax	(511)	(558)	(1,357)	(1,373)
Comprehensive Income (Loss)—Controlling Interests	$ (511)	$ (558)	$ (1,357)	$ (1,373)

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Debt and Credit Facilities - Available Credit Facilities and Restrictive Debt Covenants (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Line of Credit Facility [Line Items]
Total Credit Facilities Capacity	$ 2,865
Outstanding Commercial Paper	1,684		1,259
Outstanding Letters of Credit	7
Total	1,691
Available Credit Facilities Capacity	1,174
Spectra Energy Capital, LLC
Line of Credit Facility [Line Items]
Outstanding Commercial Paper	1,128		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	1,128	[1]
Outstanding Letters of Credit	7	[1]
Total	1,135	[1]
Available Credit Facilities Capacity	365	[1]
Westcoast Energy Inc. | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[2]
Total Credit Facilities Capacity	285	[2]
Outstanding Commercial Paper	232	[2]
Total	232	[2]
Available Credit Facilities Capacity	53	[2]
Union Gas Limited | Multi Year Syndicated
Line of Credit Facility [Line Items]
Expiration Date	2016	[3]
Total Credit Facilities Capacity	380	[3]
Outstanding Commercial Paper	0	[3]
Total	0	[3]
Available Credit Facilities Capacity	380	[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 62% at June 30, 2013.

[2] U.S. dollar equivalent at June 30, 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 48% at June 30, 2013.

[3] U.S. dollar equivalent at June 30, 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 64% at June 30, 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 June 30, 2013, this ratio was 3.1. 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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Investments in and Loans to Unconsolidated Affiliates - Summary Financial Information for DCP Midstream Presented at 100 Percent (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Related Party Transaction [Line Items]
Operating revenues	$ 1,220	[1]	$ 1,112	[1]	$ 2,809	[1]	$ 2,656	[1]
Operating expenses	866		746		1,949		1,772
Operating income (loss)	354		367		860		886
Net Income	226		241		596		602
Net income-controlling interests	199		215		539		548
Unconsolidated Affiliates | DCP Midstream, LLC
Related Party Transaction [Line Items]
Operating revenues	2,861		2,219		5,473		5,121
Operating expenses	2,671		1,998		5,121		4,692
Operating income (loss)	190		221		352		429
Net Income	142		185		262		340
Net income-controlling interests	$ 78		$ 132		$ 169		$ 276

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

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Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 596	$ 602
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	388	375
Equity in earnings of unconsolidated affiliates	(182)	(209)
Distributions received from unconsolidated affiliates	147	197
Other	251	194
Net cash provided by operating activities	1,200	1,159
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(959)	(789)
Investments in and loans to unconsolidated affiliates	(168)	0
Acquisitions	(1,254)	(30)
Purchases of held-to-maturity securities	(456)	(1,490)
Proceeds from sales and maturities of held-to-maturity securities	463	1,387
Purchases of available-for-sale securities	(2,899)	0
Proceeds from sales and maturities of available-for-sale securities	2,722	21
Distributions received from unconsolidated affiliates	13	11
Other changes in restricted funds	1	92
Other	2	6
Net cash used in investing activities	(2,535)	(792)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,848	0
Payments for the redemption of long-term debt	(546)	(28)
Net increase (decrease) in commercial paper	440	15
Distributions to noncontrolling interests	(69)	(56)
Proceeds from the issuance of Spectra Energy Partners common units	190	0
Dividends paid on common stock	(412)	(372)
Other	10	27
Net cash provided by (used in) financing activities	1,461	(414)
Effect of exchange rate changes on cash	(3)	0
Net increase (decrease) in cash and cash equivalents	123	(47)
Cash and cash equivalents at beginning of period	94	174
Cash and cash equivalents at end of period	217	127
Spectra Energy Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	539	548
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	(531)	(545)
Other	(7)	(66)
Net cash provided by operating activities	1	(63)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	156	(16)
Net cash used in investing activities	156	(16)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on common stock	(412)	(372)
Distributions and advances from (to) affiliates	240	425
Other	15	26
Net cash provided by (used in) financing activities	(157)	79
Spectra Energy Capital, LLC
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	531	545
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	(826)	(828)
Other	335	153
Net cash provided by operating activities	40	(130)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	(589)	(264)
Net cash used in investing activities	(589)	(264)
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	615	184
Net decrease in short-term borrowings-consolidated subsidiaries	(9)
Distributions and advances from (to) affiliates	(1,405)	209
Other	(6)
Net cash provided by (used in) financing activities	548	393
Net increase (decrease) in cash and cash equivalents	(1)	(1)
Cash and cash equivalents at beginning of period	3	2
Cash and cash equivalents at end of period	2	1
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	883	882
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	388	375
Equity in earnings of unconsolidated affiliates	(182)	(209)
Distributions received from unconsolidated affiliates	147	197
Other	(77)	107
Net cash provided by operating activities	1,159	1,352
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(959)	(789)
Investments in and loans to unconsolidated affiliates	(168)
Acquisitions	(1,254)	(30)
Purchases of held-to-maturity securities	(456)	(1,490)
Proceeds from sales and maturities of held-to-maturity securities	463	1,387
Purchases of available-for-sale securities	(2,899)
Proceeds from sales and maturities of available-for-sale securities	2,722	21
Distributions received from unconsolidated affiliates	13	11
Other changes in restricted funds	1	92
Other	2	6
Net cash used in investing activities	(2,535)	(792)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	0
Payments for the redemption of long-term debt	(51)	(28)
Net increase (decrease) in commercial paper	(175)	(169)
Distributions to noncontrolling interests	(69)	(56)
Proceeds from the issuance of Spectra Energy Partners common units	190
Dividends paid on common stock	0
Distributions and advances from (to) affiliates	1,607	(354)
Other	1	1
Net cash provided by (used in) financing activities	1,503	(606)
Effect of exchange rate changes on cash	(3)
Net increase (decrease) in cash and cash equivalents	124	(46)
Cash and cash equivalents at beginning of period	91	172
Cash and cash equivalents at end of period	215	126
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(1,357)	(1,373)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of consolidated subsidiaries	1,357	1,373
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (to) affiliates	433	280
Net cash used in investing activities	433	280
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings-consolidated subsidiaries	9
Distributions and advances from (to) affiliates	(442)	(280)
Net cash provided by (used in) financing activities	$ (433)	$ (280)

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Marketable Securities and Restricted Funds

6 Months Ended

Jun. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Marketable Securities and Restricted Funds

12. Marketable Securities and Restricted Funds

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

AFS Securities. AFS securities are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Corporate debt securities	$	341	$	164
Money market funds	1		1
Total available-for-sale securities	$	342	$	165

Most of our AFS securities are restricted funds and are as follows:

	Estimated Fair Value
	June 30, 2013		December 31, 2012
	(in millions)
Restricted funds
Investments and other assets—other	$	321	$	142
Non-restricted funds
Current assets—other	19		16
Investments and other assets—other	2		7
Total available-for-sale securities	$	342	$	165

During the second quarter of 2013, we invested the proceeds from Spectra Energy Partners’ issuance of common units in AFS marketable securities. These securities are restricted for the purpose of funding future Spectra Energy Partners’ capital expenditures and acquisitions.

At June 30, 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 June 30, 2013 or December 31, 2012.

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

		Estimated Fair Value
Description	Condensed Consolidated Balance Sheet Caption	June 30, 2013		December 31, 2012
		(in millions)
Bankers acceptances	Current assets—other	$	35	$	37
Canadian government securities	Current assets—other	35		39
Money market funds	Current assets—other	17		—
Canadian government securities	Investments and other assets—other	159		171
Bankers acceptances	Investments and other assets—other	—		15
Total held-to-maturity securities		$	246	$	262

All of our HTM securities are restricted funds pursuant to certain Maritimes & Northeast Pipeline Limited Partnership (M&N LP) and Express-Platte debt agreements. The funds restricted for M&N LP, 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 June 30, 2013.

At June 30, 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 June 30, 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 $13 million at June 30, 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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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2013

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

Accumulated Other Comprehensive Income

8. Accumulated Other Comprehensive Income

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

	Foreign Currency Translation Adjustments			Pension and Post-retirement Benefit Plan Obligations			Gas Purchase Contract Hedges			Other			Total Accumulated Other Comprehensive Income
	(in millions)
March 31, 2013	$	1,858		$	(496	)	$	(18	)	$	(4	)	$	1,340
Reclassified to Net Income	—			—			1			1			2
Other AOCI activity	(249		)	10			—			(1		)	(240		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102
December 31, 2012	$	2,044		$	(507	)	$	(23	)	$	(5	)	$	1,509
Reclassified to Net Income	—			—			3			1			4
Other AOCI activity	(435		)	21			3			—			(411		)
June 30, 2013	$	1,609		$	(486	)	$	(17	)	$	(4	)	$	1,102

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

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis with Fair Value Hierarchy Levels (Detail) (Fair Value, Measurements, Recurring, USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	$ 435	$ 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	322	148
Interest rate swaps | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	5	13
Interest rate swaps | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	25	48
Interest rate swaps | 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 contracts | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	6	9
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Level 1 | Money market funds | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	1	1
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	434	277
Fair Value Liabilities	9	12
Level 2 | Corporate debt securities | Cash and cash equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	63	52
Level 2 | Corporate debt securities | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	19	16
Level 2 | Corporate debt securities | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	322	148
Level 2 | Interest rate swaps | Current assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	5	13
Level 2 | Interest rate swaps | Investments and other assets-other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Assets	25	48
Level 2 | Interest rate swaps | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	9	12
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	6	9
Level 3 | Natural gas purchase contracts | Deferred credits and other liabilities - regulatory and other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Liabilities	$ 6	$ 9

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Risk Management and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Risk Management and Hedging Activities

15. 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 June 30, 2013, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional principal amount of $1,589 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	June 30, 2013						December 31, 2012
	(in millions)
Assets	$	30	$	4	$	26	$	61	$	7	$	54
Liabilities	9		4		5		12		7		5

As of June 30, 2013, we had an interest rate swap with a counterparty which was in a net liability position of $5 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 $4 million which could be terminated by the counterparty if any 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 six months ended June 30, 2013.

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Debt and Credit Facilities

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt and Credit Facilities

13. Debt and Credit Facilities

Available Credit Facilities and Restrictive Debt Covenants

	Expiration Date	Total Credit Facilities Capacity		Outstanding at June  30, 2013						Available Credit Facilities Capacity
				Commercial Paper		Letters of Credit		Total
		(in millions)
Spectra Energy Capital, LLC
Multi-year syndicated (a)	2016	$	1,500	$	1,128	$	7	$	1,135	$	365
Westcoast Energy Inc.
Multi-year syndicated (b)	2016	285		232		—		232		53
Union Gas
Multi-year syndicated (c)	2016	380		—		—		—		380
Spectra Energy Partners
Multi-year syndicated (d)	2016	700		324		—		324		376
Total		$	2,865	$	1,684	$	7	$	1,691	$	1,174

___________

(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 62% at June 30, 2013.

(b) U.S. dollar equivalent at June 30, 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 48% at June 30, 2013.

(c) U.S. dollar equivalent at June 30, 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 64% at June 30, 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 June 30, 2013, this ratio was 3.1. 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 June 30, 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 June 30, 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 62% at June 30, 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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Document and Entity Information	6 Months Ended
	Jun. 30, 2013
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	SE
Entity Registrant Name	SPECTRA ENERGY CORP.
Entity Central Index Key	0001373835
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	669,337,440

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Subsequent Events - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended	0 Months Ended		1 Months Ended			1 Months Ended
	Mar. 14, 2013 Express-Platte USD ($)	Jul. 02, 2013 Subsequent Event Union Gas Notes Three Point Seven Nine Percent Due Twenty Twenty-Three USD ($)	Jul. 02, 2013 Subsequent Event Union Gas Notes Three Point Seven Nine Percent Due Twenty Twenty-Three CAD	Aug. 02, 2013 Subsequent Event Spectra Energy Subsidiaries Express-Platte USD ($)	Aug. 02, 2013 Subsequent Event Spectra Energy Subsidiaries Express-Platte United States	Aug. 02, 2013 Subsequent Event Spectra Energy Subsidiaries Express-Platte Canada	Aug. 05, 2013 Subsequent Event Spectra Energy Partners, LP USD ($)
Subsequent Event [Line Items]
Debt instrument, issuance date		Jul. 02, 2013	Jul. 02, 2013
Debt instrument, face amount		$ 237	250
Debt instrument, interest rate		3.79%	3.79%
Debt instrument, maturity year		2023	2023
Percentage of ownership interests acquired	100.00%				40.00%	100.00%
Business acquisition, effective date of acquisition	Mar. 14, 2013			Aug. 02, 2013			Aug. 05, 2013
Purchase price	1,321
Cash purchase price	1,250			410			2,200
Acquisition of additional interest units issued				319.0			175.5
Acquisition of ownership interest liabilities assumed				$ 129			$ 2,500

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Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

14. Fair Value Measurements

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

Description	Condensed Consolidated Balance Sheet Caption	June 30, 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	5		—		5		—
Corporate debt securities	Investments and other assets—other	322		—		322		—
Derivative assets—interest rate swaps	Investments and other assets—other	25		—		25		—
Money market funds	Investments and other assets—other	1		1		—		—
Total Assets		$	435	$	1	$	434	$	—
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 June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
	(in millions)
Long-term derivative liabilities
Fair value, beginning of period	$	6	$	15		$	9		$	14
Total realized/unrealized losses (gains):
Included in earnings	—		1			1			—
Included in other comprehensive income	—		(5		)	(4		)	(3		)
Settlements	—		(1		)	—			(1		)
Fair value, end of period	$	6	$	10		$	6		$	10
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.

	June 30, 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)	12,773		13,950		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.

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Marketable Securities and Restricted Funds - Additional Information (Detail) (Current assets-other, USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets-other
Gain (Loss) on Investments [Line Items]
Other current assets, restricted funds	$ 13	$ 21

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Goodwill - Changes in Goodwill (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Goodwill [Roll Forward]
December 31, 2012	$ 4,513
Acquisition of Express-Platte	478
Foreign currency translation	(185)
June 30, 2013	$ 4,806