Spectra Energy Partners 8-K/A Other Events

EXHIBIT 99.7

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

On August 2, 2013, Spectra Energy Partners, LP (the “Partnership”) acquired a 40% ownership interest in the U.S. portion of the Express-Platte Pipeline System (Express Holdings (USA) Inc. or “Express US”) and a 100% ownership interest in the Canadian portion of the Express-Platte Pipeline system, consisting of 1108437 Alberta Ltd., Express Pipeline Ltd., Express Holdings (Canada) Limited Partnership, and Express Pipeline Limited Partnership (collectively, “Express Canada”) from subsidiaries of Spectra Energy Corp (“SE Corp” or “Spectra Energy”) for approximately $858 million in aggregate consideration. The consideration was comprised of approximately $319 million in newly issued common and general partner units, cash of approximately $410 million, which was funded by cash on hand and short term borrowings, and the assumption of approximately $129 million in long-term debt. Express US and Express Canada were acquired by SE Corp from a third party on March 14, 2013.

On August 6, 2013, the Partnership filed a Current Report on Form 8-K to report, among other things, that it had entered into a contribution agreement (the “Contribution Agreement”) with SE Corp, pursuant to which SE Corp has agreed to contribute to the Partnership substantially all of its interests in its subsidiaries that own U.S. transmission and storage and liquids assets (as defined more fully in Note 1 to the financial statements filed as Exhibit 99.5 to the Current Report of Form 8-K/A to which these financial statements are an exhibit, the “Contributed Entities” and the remaining 60% ownership interest in Express US) and to assign to the Partnership its interests in certain related contracts. The transaction will be funded with 175.5 million of newly issued limited partner and general partner units, $70.4 million in cash paid to a subsidiary of SE Corp in respect of certain intercompany indebtedness being assigned to the Partnership, approximately $2.1 billion in cash paid to the General Partner, subject to adjustment as provided in the Contribution Agreement, and the assumption (indirectly by acquisition of the Contributed Entities) of approximately $2.5 billion of third-party indebtedness of the Contributed Entities. The closing of the contribution of substantially all of the Contributed Entities and the remaining 60% ownership interest in Express US is probable and expected to occur in the fourth quarter of 2013, subject to regulatory approval and the satisfaction of customary closing conditions.

The unaudited pro forma condensed combined consolidated statements of operations for the six months ended June 30, 2013 and for the years ended December 31, 2012, 2011 and 2010 reflect (i) the consummated acquisition and contribution of a 100% ownership interest in Express Canada and a 40% ownership interest in Express US as if they had occurred on January 1, 2012, (ii) the probable contribution of the remaining 60% ownership interest in Express US as if it had occurred on January 1, 2012, and (iii) the probable contribution of the Contributed Entities, which will be accounted for as a reorganization of entities under common control, as if it had occurred on January 1, 2010. The unaudited pro forma condensed combined consolidated balance sheet at June 30, 2013 has been prepared as if the above transactions had occurred on June 30, 2013.

The unaudited pro forma condensed combined consolidated financial statements have been derived from the audited and unaudited historical financial statements of the Partnership filed in its 2012 Annual Report on Form 10-K and in its Quarterly Report on Form 10-Q for the period ended June 30, 2013, as well as the audited and unaudited historical financial statements of Express US, Express Canada and the Contributed Entities, for which the financial statements are included as exhibits to the Current Report onForm 8-K/A to which these financial statements are an exhibit. The unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with all such historical financial statements and related notes. The terms “we,” “our,” “us” and “the Partnership” as used in this report refer collectively to Spectra Energy Partners, LP 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 the Partnership.

The unaudited pro forma condensed combined consolidated financial information reflects pro forma adjustments that are described in the accompanying notes and are based upon currently available information and certain estimates and assumptions we believe are factually supportable and directly attributable to the transactions described above and, for purposes of the unaudited pro forma condensed combined consolidated statements of operations, are expected to have a continuing impact. In our opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma condensed combined consolidated financial information does not purport to represent what the Partnership’s results of operations would have been if the contribution of Express US and Express Canada had occurred on January 1, 2012 or if the contribution of the Contributed Entities had occurred on January 1, 2010, or what the Partnership’s financial position would have been if the contributions had occurred on June 30, 2013, and are not necessarily indicative of the Partnership’s operations going forward. The actual effects of these transactions will differ from the pro forma adjustments.

1

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except per-unit amounts)

	As of June 30, 2013
	Spectra  Energy Partners (a)		Express US (b)		Express Canada (c)		Pro Forma Transaction and Noncontrolling Interests Adjustments			Pro Forma Spectra Energy Partners Subtotal
ASSETS
Current Assets
Cash and cash equivalents	$	18	$	28	$	21	$	—		$	67
Receivables, net		30		20		10		—			60
Natural gas imbalances receivable		6		—				—			6
Inventory		3		—		—		—			3
Collateral Assets		—		—		—		—			—
Fuel Tracker		1		—		—		—			1
Other		2		14		7		—			23
Total current assets		60		62		38		—			160
Investments and Other Assets
Investment in and loans to unconsolidated affiliates		900		—		—		—			900
Goodwill		462		442		36		—			940
Other		320		—		—		(194	)(g)		126
Total investments and other assets		1,682		442		36		(194	)		1,966
Property, Plant and Equipment
Cost		1,488		1,120		230		—			2,838
Less accumulated depreciation and amortization		285		6		—		—			291
Net property, plant and equipment		1,203		1,114		230		—			2,547
Regulatory Assets and Deferred Debits		19		—		—		—			19
Total Assets	$	2,964	$	1,618	$	304	$	(194	)	$	4,692

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

2

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except per-unit amounts)

	As of June 30, 2013
	Pro Forma Spectra Energy Partners Subtotal		Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
ASSETS
Current Assets
Cash and cash equivalents	$	67	$	—	$	33		$	2,074	(k)	$	100
									(2,074	)(k)(j)
Receivables, net		60		114		46			—			220
Natural gas imbalances receivable		6		102		7			—			115
Inventory		3		31		4			—			38
Collateral Assets		—		22		—			—			22
Fuel Tracker		1		47		—			—			48
Other		23		20		(7	)		—			36
Total current assets		160		336		83			—			579
Investments and Other Assets
Investments in and loans to unconsolidated affiliates		900		1,702		(1,132	)		70	(h)(j)		1,540
Goodwill		940		2,055		200						3,195
Other		126		2		—			(126	)(j)		2
Total investments and other assets		1,966		3,759		(932	)		(56	)		4,737
Property, Plant and Equipment
Cost		2,838		9,544		1,792			—			14,174
Less accumulated depreciation and amortization		291		2,397		445			—			3,133
Net property, plant and equipment		2,547		7,147		1,347			—			11,041
Regulatory Assets and Deferred Debits		19		140		70			—			229
Total Assets	$	4,692	$	11,382	$	568		$	(56	)	$	16,586

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

3

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except per-unit amounts)

	As of June 30, 2013
	Spectra  Energy Partners (a)		Express US (b)		Express Canada (c)		Pro Forma Transaction and Noncontrolling Interests Adjustments			Pro Forma Spectra Energy Partners Subtotal
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	12	$	29	$	23	$	—		$	64
Notes payable - affiliates		16		—		—		—			16
Taxes accrued		7		10		—		—			17
Interest accrued		—		2		2		(2	)(g)		2
Gas imbalances payable		10		—		—		—			10
Current maturities of long-term debt		—		20		9		—			29
Commercial paper		324		—		—		216	(g)		540
Collateral liabilities		—		—		—		—			—
Fuel tracker		—		—		—		—			—
Other		3		11		1		—			15
Total current liabilities		372		72		35		214			693
Notes Payable - Affiliates		—		—		109		(109	)(g)		—
Long-term Debt		700		145		54		—			899
Deferred Credits and Other Liabilities
Deferred income taxes		10		295		33		(295	)(g)		43
Regulatory and other		5		—		—		—			5
Total deferred credits and other liabilities		15		295		33		(295	)		48
Commitments and Contingencies
Historical Members’ Equity		—		1,106		73		(1,179	)(g)		—
Partners’ Capital
Limited partner units		1,826		—		—		312	(g)		2,153
								839	(g)
								(824	)(f)
General partner units		47		—		—		7	(g)		54
								17	(g)
								(17	)(f)
Accumulated other comprehensive income		4		—		—		—			4
Noncontrolling interests		—		—		—		841	(f)		841
Total Partners’ Capital		1,877		—		—		1,175			3,052
Total Liabilities and Equity	$	2,964	$	1,618	$	304	$	(194	)	$	4,692

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

4

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except per-unit amounts)

	As of June 30, 2013
	Pro Forma Spectra Energy Partners Subtotal		Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	64	$	122	$	3		$	—		$	189
Notes payable - affiliates		16		17		(33	)		—			—
Taxes accrued		17		30		7			—			54
Interest accrued		2		35		3			(4	)(j)		36
Gas imbalances payable		10		78		21			—			109
Current maturities of long-term debt		29		—		420			—			449
Commercial paper		540		—		—			—			540
Collateral liabilities		—		19		—			—			19
Fuel tracker		—		26		1			—			27
Other		15		33		28			—			76
Total current liabilities		693		360		450			(4	)		1,499
Notes Payable - Affiliates		—		4,260		—			(4,260	)(i)(j)		—
Long-term Debt		899		1,995		—			2,074	(k)(j)		4,968
Deferred Credits and Other Liabilities
Deferred income taxes		43		93		3			(88	)(j)		51
Regulatory and other		5		102		—			—			107
Total deferred credits and other liabilities		48		195		3			(88	)		158
Commitments and Contingencies
Historical Members’ Equity		—		4,572		115			(4,687	)(j)		—
Partners’ Capital
Limited partner units		2,153		—		(109	)		7,171	(j)		9,636
						824	(f)		(403	)(j)
General partner units		54		—		(2	)		149	(j)		210
						17	(f)		(8	)(j)
Accumulated other comprehensive income		4		—		—			—			4
Noncontrolling interests		841		—		(841	)(f)		—			111
						111
Total Partners’ Capital		3,052		—		—			6,909			9,961
Total Liabilities and Equity	$	4,692	$	11,382	$	568		$	(56	)	$	16,586

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

5

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per-unit amounts)

	Six Months Ended June 30, 2013
	Spectra  Energy Partners (a)		Express US (b)			Express Canada (c)			Pro Forma Transaction and Noncontrolling Interest Adjustments			Pro Forma Spectra Energy Partners Subtotal
Operating Revenues
Transportation of natural gas	$	107	$	—		$	—		$	—		$	107
Transportation of crude oil		—		110			23			—			133
Storage of natural gas and other services		10		—			—			—			10
Other		1		7			4			—			12
Total operating revenues		118		117			27			—			262
Operating Expenses
Operating, maintenance and other		34		39			14			2	(n)		89
Depreciation and amortization		19		12			3			(2	)(l)		32
Property and other taxes		6		7			1			—			14
Total operating expenses		59		58			18			—			135
Operating Income		59		59			9			—			127
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		61		—			—			—			61
Other income and expenses, net		—		(15	)		(7	)		—			(22	)
Total other income and expenses		61		(15	)		(7	)		—			39
Interest Income		1		—			—			—			1
Interest Expense		15		—			—			1	(m)		16
Interest Expense - Affiliates		—		—			—			—			—
Earnings Before Income Taxes		106		44			2			(1	)		151
Income Tax Expense		1		16			—			(16	)(q)		1
Net Income		105		28			2			15			150
Net Income - Noncontrolling interests		—		—			—			16	(f)		16
Net Income - Controlling interests	$	105	$	28		$	2		$	(1	)	$	134
Weighted-average limited partner units outstanding basic and diluted		106		n/a			n/a			7			113
Net income per limited partner unit basic and diluted	$	0.81		n/a			n/a			n/a			n/a

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

6

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per unit amounts)

	Six Months Ended June 30, 2013
	Pro Forma Spectra Energy Partners Subtotal			Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
Operating Revenues
Transportation of natural gas	$	107		$	534	$	83		$	—		$	724
Transportation of crude oil		133			—		—			—			133
Storage of natural gas and other services		10			85		46			—			141
Other		12			3		(3	)		—			12
Total operating revenue		262			622		126			—			1,010
Operating Expenses
Operating, maintenance and other		89			187		14			24	(n)		314
Depreciation and amortization		32			80		19			—			131
Property and other taxes		14			44		9			—			67
Total operating expenses		135			311		42			24			512
Operating Income		127			311		84			(24	)		498
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		61			43		(58	)		—			46
Other income and expenses, net		(22	)		27		—			—			5
Total other income and expenses		39			70		(58	)		—			51
Interest Income		1			—		—			—			1
Interest Expense		16			21		19			50	(p)		106
Interest Expense - Affiliates		—			132		—			(132	)(o)		—
Earnings Before Income Taxes		151			228		7			58			444
Income Tax Expense		1			—		—			—			1
Net Income		150			228		7			58			443
Net Income - Noncontrolling interests		16			—		(8	)		—			8
Net Income - Controlling interests	$	134		$	228	$	15		$	58		$	435
Weighted-average limited partner units outstanding basic and diluted		113			n/a		n/a			172			285
Net income per limited partner unit basic and diluted		n/a			n/a		n/a			n/a		$	1.33

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

7

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per-unit amounts)

	Year Ended December 31, 2012
	Spectra  Energy Partners (a)		Express US (b)			Express Canada (c)			Pro Forma Transaction and Noncontrolling Interest Adjustments			Pro Forma Spectra Energy Partners Subtotal
Operating Revenues
Transportation of natural gas	$	218	$	—		$	—		$	—		$	218
Transportation of crude oil		—		198			50			—			248
Storage of natural gas and other services		18		—			—			—			18
Other		1		14			6			—			21
Total operating revenues		237		212			56			—			505
Operating Expenses
Operating, maintenance and other		69		88			25			3	(n)		185
Depreciation and amortization		37		25			9			(7	)(l)		64
Property and other taxes		13		12			2			—			27
Total operating expenses		119		125			36			(4	)		276
Gains on Sales of Other Assets and Other, net		—		—			—			—			—
Operating Income		118		87			20			4			229
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		108		—			—			—			108
Other income and expenses, net		—		(5	)		(3	)		—			(8	)
Total other income and expenses		108		(5	)		(3	)		—			100
Interest Income		—		—			—			—			—
Interest Expense		31		—			—			1	(m)		32
Interest Expense - Affiliates		—		—			—			—			—
Earnings Before Income Taxes		195		82			17			3			297
Income Tax Expense		1		31			—			(31	)(q)		1
Net Income		194		51			17			34			296
Net Income - Noncontrolling interests		—		—			—			31	(f)		31
Net Income - Controlling interests	$	194	$	51		$	17		$	3		$	265
Weighted-average limited partner units outstanding basic and diluted		97		n/a			n/a			7			104
Net income per limited partner unit basic and diluted	$	1.69		n/a			n/a			n/a			n/a

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

8

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per-unit amounts)

	Year Ended December 31, 2012
	Pro Forma Spectra Energy Partners Subtotal			Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
Operating Revenues
Transportation of natural gas	$	218		$	1,086	$	161		$	—		$	1,465
Transportation of crude oil		248			—		—			—			248
Storage of natural gas and other services		18			164		106			—			288
Other		21			7		(6	)		—			22
Total operating revenue		505			1,257		261			—			2,023
Operating Expenses
Operating, maintenance and other		185			430		22			48	(n)		685
Depreciation and amortization		64			157		37			—			258
Property and other taxes		27			79		14			—			120
Total operating expenses		276			666		73			48			1,063
Gains on Sales of Other Assets and Other, net		—			1		—			—			1
Operating Income		229			592		188			(48	)		961
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		108			102		(110	)		—			100
Other income and expenses, net		(8	)		27		—			—			19
Total other income and expenses		100			129		(110	)		—			119
Interest Income		—			1		—			—			1
Interest Expense		32			76		40			99	(p)		247
Interest Expense - Affiliates		—			260		—			(260	)(o)		—
Earnings Before Income Taxes		297			386		38			113			834
Income Tax Expense		1			7		1			(7	)(q)		2
Net Income		296			379		37			120			832
Net Income - Noncontrolling interest		31			—		15			(31	)		15
Net Income - Controlling interest	$	265		$	379	$	22		$	151		$	817
Weighted-average limited partner units outstanding basic and diluted		104			n/a		n/a			172			276
Net income per limited partner unit basic and diluted		n/a			n/a		n/a			n/a		$	2.64

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

9

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per-unit amounts)

	Year Ended December 31, 2011
	Spectra  Energy Partners (a)		Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
Operating Revenues
Transportation of natural gas	$	182	$	1,067	$	—		$	—		$	1,249
Storage of natural gas and other services		18		195		115			—			328
Other		5		7		(6	)		—			6
Total operating revenue		205		1,269		109			—			1,583
Operating Expenses
Operating, maintenance and other		72		451		7			48	(n)		578
Depreciation and amortization		33		152		11			—			196
Property and other taxes		12		73		6			—			91
Total operating expenses		117		676		24			48			865
Gains on Sales of Other Assets and Other, net		—		6		—			—			6
Operating Income		88		599		85			(48	)		724
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		107		98		(84	)		—			121
Other income and expenses, net		2		25		—			—			27
Total other income and expenses		109		123		(84	)		—			148
Interest Income		1		—		—			—			1
Interest Expense		23		81		—			100	(p)		204
Interest Expense - Affiliates		2		261		—			(261	)(o)		2
Earnings Before Income Taxes		173		380		1			113			667
Income Tax Expense		1		7		—			(6	)(q)		2
Net Income	$	172	$	373	$	1		$	119		$	665
Weighted-average limited partner units outstanding basic and diluted		93		n/a		n/a			172			265
Net income per limited partner unit basic and diluted	$	1.63		n/a		n/a			n/a		$	2.28

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

10

SPECTRA ENERGY PARTNERS, LP

PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(In millions, except per unit amounts)

	Year Ended December 31, 2010
	Spectra  Energy Partners (a)		Contributed Entities (d)		Pro Forma Consolidation Adjustments (e)			Pro Forma Transaction Adjustments			Pro Forma Spectra Energy Partners
Operating Revenues
Transportation of natural gas	$	169	$	1,019	$	—		$	—		$	1,188
Storage of natural gas and other services		18		186		105			—			309
Other operating revenues		11		6		1			—			18
Total operating revenue		198		1,211		106			—			1,515
Operating Expenses
Operating, maintenance and other		73		445		7			48	(n)		573
Depreciation and amortization		29		141		15			—			185
Property and other taxes		8		75		4			—			87
Total operating expenses		110		661		26			48			845
Gains on Sales of Other Assets and Other, net		—		10		—			—			10
Operating Income		88		560		80			(48	)		680
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		75		121		(78	)		—			118
Other income and expenses, net		1		19		1			—			21
Total other income and expenses		76		140		(77	)		—			139
Interest Income		—		—		—			—			—
Interest Expense		12		94		—			100	(p)		206
Interest Expense - Affiliates		4		258		—			(258	)(o)		4
Earnings Before Income Taxes		148		348		3			110			609
Income Tax Expense		—		6		—			(6	)(q)		—
Net Income	$	148	$	342	$	3		$	116		$	609
Weighted-average limited partner units outstanding basic and diluted		81		n/a		n/a			172			253
Net income per limited partner unit basic and diluted	$	1.70		n/a		n/a			n/a		$	2.27

See Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The unaudited pro forma condensed combined consolidated balance sheet at June 30, 2013 has been prepared as if the acquisition of Express US and Express Canada and the contribution of the Contributed Entities had occurred on June 30, 2013. The unaudited pro forma condensed combined consolidated statements of operations for the six months ended June 30, 2013 and for the years ended December 31, 2012, 2011, and 2010 have been prepared as if the acquisition of Express US and Express Canada had occurred on January 1, 2012 and as if the contribution of the Contributed Entities had occurred on January 1, 2010.

The unaudited pro forma condensed combined consolidated financial statements reflect the following transactions:

• The consummated acquisition and contribution of a 100% ownership interest in Express Canada and a 40% ownership interest in Express US as if they had occurred on January 1, 2012;

• The probable contribution of the remaining 60% ownership interest in Express US as if it had occurred on January 1, 2012; and

• The probable contribution of the Contributed Entities, which will be accounted for as a reorganization of entities under common control, as if it had occurred on January 1, 2010, including:

i. Elimination of intercompany transactions between the Partnership and the Contributed Entities;

ii. Elimination of the equity method investment for Market Hub Partners (“Market Hub”) on both the Partnership’s and the Contributed Entities’ historical balance sheets to reflect the subsequent consolidation of Market Hub, which will be a 100% owned consolidated subsidiary of the Partnership following the contribution of the Contributed Entities; and

iii. Elimination of the equity method investment for Maritimes and Northeast Pipeline, L.L.C. (“M&N US”) on both the Partnership’s and the Contributed Entities’ historical balance sheets to reflect the subsequent consolidation of M&N US, which will be a 77.5% owned consolidated subsidiary of the Partnership following the contribution of the Contributed Entities for the six months ended June 30, 2013 and the year ended December 31, 2012; and

• Recording of the estimated general and administrative expenses to be allocated to the Partnership from Spectra Energy based on the amended and restated Omnibus Agreement with Spectra Energy.

(2) Unaudited Pro Forma Adjustments and Assumptions

a) Amounts were derived from the historical audited or unaudited financial statements of the Partnership.

b) Amounts were derived from the historical audited or unaudited financial statements of Express US that are included as exhibits to the Current Report on Form 8-K/A to which these financial statements are an exhibit.

c) Amounts were derived from the historical audited or unaudited financial statements of Express Canada that are included as exhibits to the Current Report on Form 8-K/A to which these financial statements are an exhibit.

d) Amounts were derived from the historical audited or unaudited financial statements of the Contributed Entities that are probable of being contributed to the Partnership by Spectra Energy, and are included in the exhibits to the Current Report on Form 8-K/A to which these financial statements are an exhibit.

e) Reflects the assets, liabilities, revenues and expenses of Market Hub and M&N US obtained by the Partnership as a result of the contribution of the Contributed Entities. Historically, the Partnership accounted for Market Hub as an equity method investment, but following the contribution, the Partnership will consolidate 100% of Market Hub. On November 1, 2012, the Partnership acquired a 38.76% ownership interest in M&N US, while the remaining 38.77% was held at Spectra Energy. Following the contribution, the Partnership will consolidate M&N US, and account for the remaining 22.5% as noncontrolling interest.

f) Reflects noncontrolling interest for the probable contribution of the remaining 60% ownership interest in Express US and the subsequent elimination of noncontrolling interest as Express US will be a 100% owned consolidated subsidiary following the contribution of the Contributed Entities.

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g) Reflects the consideration paid to Spectra Energy to acquire Express Canada and a 40% ownership interest in Express US. The aggregate consideration was as follows (in millions):

Cash consideration	$	194
Commercial paper issued		216
Debt assumed (1)		129
Limited partner and general partner units issued(2)		319
Total Consideration		858
Settlement of affiliate debt, including accrued interest of $2 million, with equity		(111	)
Settlement of deferred income taxes		(295	)
Debt assumed(1)		(129	)
Historical Equity		(1,179	)
Net Assets Acquired		(1,714	)
Excess of net assets acquired over total consideration paid, net	$	(856	)
Deemed contribution:
Limited partner	$	(839	)
General partner		(17	)
	$	(856	)

⁽¹⁾ The Partnership assumed 100% of the debt of Express Canada ($9 million - current, and $54 million - long term) and 40% of the debt of Express US ($66 million).

⁽²⁾ The Partnership issued 7.1 million limited partner units and 0.1 million general partner units with values of $312 million and $7 million, respectively.

h) Reflects the adjustment to record the $70 million note receivable with Steckman Ridge, LP assigned to the Partnership following the contribution of the Contributed Entities.

i) Reflects the adjustment to extinguish intercompany debt between the Contributed Entities and Spectra Energy.

j) Reflects the estimated consideration to be paid to Spectra Energy to acquire the Contributed Entities and the remaining 60% ownership interest in Express US. The aggregate consideration is anticipated to be as follows (in millions):

Cash consideration(1)	$	2,200
Debt assumed(2)		2,519
Estimated limited partner and general partner units issued(3)		7,320
Total Estimated Consideration		12,039
Settlement of affiliate debt, including accrued interest of $4 million, with equity		(4,264	)
Debt assumed (1)		(2,519	)
Steckman Ridge, LP receivable assumed		(70	)
Settlement of deferred income taxes with equity		(88	)
Historical Equity		(4,687	)
Net Assets Acquired		(11,628	)
Net estimated adjustments to Partners’ Capital	$	411
Adjustments for distribution of assets under common control:
Limited partner	$	403
General partner		8
	$	411

⁽¹⁾ Cash consideration consists of the following: a) Estimated proceeds from an anticipated debt issuance in the amount of $2.1 billion, net of issuance costs; and b) Use of restricted cash, classified as Other Investments on the Balance Sheet, held by the Partnership in the amount of $126 million.

⁽²⁾ The debt assumed consists of the following: Express US ($99 million (60% of $165 million), M&N US ($420 million - classified as Current Maturities), and Contributed Entities ($2,000 million less $5 million in issuance costs).

⁽³⁾ The Partnership will issue an aggregate of 172 million limited partner units and 3.5 million general partner units for an estimated value of $7.171 billion and $149 million, respectively, calculated based on the number of units to be issued to Spectra Energy and to the Partnership’s general partner and the closing price of the Partnership’s common units on August 27, 2013.

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k) Reflects the following transactions:

i. Proceeds of $2.1 billion from an anticipated debt issuance, net of discounts and issuance costs. These costs will be amortized to interest expense over the respective terms of the debt.

ii. Payment of $2.1 billion in cash used as partial consideration to Spectra Energy to fund the contribution.

iii. Payment of estimated fees to establish a new $2.0 billion senior unsecured revolving credit facility. These costs will be amortized to interest expense over the five-year term of the facility.

l) Reflects the adjustment to depreciation expense associated with the Express US and Express Canada assets during the periods prior to their acquisition by Spectra Energy in which these assets were not under common control.

m) Reflects the adjustment in interest expense for the increase in commercial paper used to acquire the 40% ownership interest in Express US, with an assumed interest rate of 0.6%.

n) Reflects the adjustment to record the annual service charge allocated to the Partnership from Spectra Energy based on the amended and restated Omnibus Agreement with Spectra Energy of $26 million ($2 million related to Express US and Express Canada and $24 million related to the Contributed Entities) for the six months ended June 30, 2013, $51 million ($3 million related to Express US and Express Canada and $48 million related to the Contributed Entities) for the year ended December 31, 2012, and $48 million for the years ended December 31, 2011 and December 31, 2010.

o) Reflects the elimination of historical interest expense from affiliates that was settled as part of the contribution of the Contributed Entities.

p) Reflects the estimated adjustment to interest expense on an anticipated $2.1 billion debt issuance using an assumed weighted-average interest rate of 4.5%.

q) Reflects the elimination of federal income tax expense for Express US and the Contributed Entities as the Partnership is not a taxable entity for federal income tax purposes.

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(3) Pro forma Net Income per Unit

Basic pro forma net income per unit is determined by dividing the pro forma net income that would have been allocated, in accordance with the Partnership’s partnership agreement, to the limited partner unit holders, by the number of limited partner units expected to be outstanding at the completion of this transaction. For purposes of this calculation, the Partnership assumed that pro forma distributions would have been paid on all outstanding units based on the historically declared per unit amount for each period presented. All limited partner units issued as partial consideration for the contribution of the Contributed Entities were assumed to have been outstanding since January 1, 2010. All limited partner units issued for the consummated acquisition and contribution of 100% of Express Canada and 40% of Express US are treated as if they had been issued on January 1, 2012. For purposes of this calculation, the Partnership assumed that basic and diluted pro forma net income per unit are equivalent as there are not expected to be any dilutive units at the date of closing of the contribution of Express Canada and Express US or the Contributed Entities.

	Six Months Ended June 30, 2013
	Historical		Pro Forma
	(in millions, except per-unit amounts)
Net Income - Controlling Interests	$	105	$	435
Less:
General partner’s interest in net income - 2%		2		9
General partner’s interest in net income attributable to incentive distribution rights		17		46
Limited partner’s interest in net income		86		380
Weighted-average limited partner units outstanding - basic and diluted		106		285
Net income per limited partner unit basic and diluted	$	0.81	$	1.33

	Year Ended December 31, 2012
	Historical		Pro Forma
	(in millions, except per-unit amounts)
Net Income - Controlling Interests	$	194	$	817
Less:
General partner’s interest in net income - 2%		4		16
General partner’s interest in net income attributable to incentive distribution rights		25		71
Limited partner’s interest in net income		165		730
Weighted-average limited partner units outstanding - basic and diluted		97		276
Net income per limited partner unit basic and diluted	$	1.69	$	2.64

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	Year Ended December 31, 2011
	Historical		Pro Forma
	(in millions, except per-unit amounts)
Net Income - Controlling Interests	$	172	$	665
Less:
General partner’s interest in net income - 2%		3		13
General partner’s interest in net income attributable to incentive distribution rights		17		48
Limited partner’s interest in net income		152		604
Weighted-average limited partner units outstanding - basic and diluted		93		265
Net income per limited partner unit basic and diluted	$	1.63	$	2.28

	Year Ended December 31, 2010
	Historical		Pro Forma
	(in millions, except per-unit amounts)
Net Income - Controlling Interests	$	148	$	609
Less:
General partner’s interest in net income - 2%		3		12
General partner’s interest in net income attributable to incentive distribution rights		8		24
Limited partner’s interest in net income		137	��	573
Weighted-average limited partner units outstanding - basic and diluted		81		253
Net income per limited partner unit basic and diluted	$	1.70	$	2.27

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