CANADA
|
001-15254
|
98-0377957
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Shares
|
|
ENB
|
|
New York Stock Exchange
|
Exhibit
Number
|
Description
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
XBRL Taxonomy Definition Linkbase.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
ENBRIDGE INC.
(Registrant)
|
|
|
|
|
|
Date: May 10, 2019
|
|
By:
|
/s/ Tyler W. Robinson
|
|
|
|
Tyler W. Robinson
Vice President & Corporate Secretary and Chief Compliance Officer
(Duly Authorized Officer)
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars, except per share amounts)
|
|
|
|
|||
Operating revenues
|
|
|
|
|||
Commodity sales
|
27,660
|
|
26,286
|
|
22,816
|
|
Gas distribution sales
|
4,360
|
|
4,215
|
|
2,486
|
|
Transportation and other services
|
14,358
|
|
13,877
|
|
9,258
|
|
Total operating revenues
(Note 4)
|
46,378
|
|
44,378
|
|
34,560
|
|
Operating expenses
|
|
|
|
|||
Commodity costs
|
26,818
|
|
26,065
|
|
22,409
|
|
Gas distribution costs
|
2,583
|
|
2,572
|
|
1,596
|
|
Operating and administrative
|
6,792
|
|
6,442
|
|
4,358
|
|
Depreciation and amortization
|
3,246
|
|
3,163
|
|
2,240
|
|
Impairment of long-lived assets
(Note 8 and Note 11)
|
1,104
|
|
4,463
|
|
1,376
|
|
Impairment of goodwill
(Note 8 and Note 16)
|
1,019
|
|
102
|
|
—
|
|
Total operating expenses
|
41,562
|
|
42,807
|
|
31,979
|
|
Operating income
|
4,816
|
|
1,571
|
|
2,581
|
|
Income from equity investments
(Note 13)
|
1,509
|
|
1,102
|
|
428
|
|
Other income/(expense)
|
|
|
|
|||
Net foreign currency gain/(loss)
|
(522
|
)
|
237
|
|
91
|
|
Gain/(loss) on dispositions
|
(46
|
)
|
16
|
|
848
|
|
Other
|
516
|
|
199
|
|
93
|
|
Interest expense
(Note 18)
|
(2,703
|
)
|
(2,556
|
)
|
(1,590
|
)
|
Earnings before income taxes
|
3,570
|
|
569
|
|
2,451
|
|
Income tax recovery/(expense)
(Note 25)
|
(237
|
)
|
2,697
|
|
(142
|
)
|
Earnings
|
3,333
|
|
3,266
|
|
2,309
|
|
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
|
(451
|
)
|
(407
|
)
|
(240
|
)
|
Earnings attributable to controlling interests
|
2,882
|
|
2,859
|
|
2,069
|
|
Preference share dividends
|
(367
|
)
|
(330
|
)
|
(293
|
)
|
Earnings attributable to common shareholders
|
2,515
|
|
2,529
|
|
1,776
|
|
Earnings per common share attributable to common shareholders
(Note 6)
|
1.46
|
|
1.66
|
|
1.95
|
|
Diluted earnings per common share attributable to common shareholders
(Note 6)
|
1.46
|
|
1.65
|
|
1.93
|
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Earnings
|
3,333
|
|
3,266
|
|
2,309
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|||
Change in unrealized loss on cash flow hedges
|
(153
|
)
|
(21
|
)
|
(138
|
)
|
Change in unrealized gain/(loss) on net investment hedges
|
(458
|
)
|
490
|
|
166
|
|
Other comprehensive income/(loss) from equity investees
|
38
|
|
(27
|
)
|
—
|
|
Reclassification to earnings of loss on cash flow hedges
|
152
|
|
313
|
|
116
|
|
Reclassification to earnings of pension and other postretirement benefits amounts
|
12
|
|
19
|
|
17
|
|
Actuarial gain/(loss) on pension plans and other postretirement benefits
|
(52
|
)
|
8
|
|
(34
|
)
|
Foreign currency translation adjustments
|
4,599
|
|
(3,060
|
)
|
(712
|
)
|
Other comprehensive income/(loss), net of tax
|
4,138
|
|
(2,278
|
)
|
(585
|
)
|
Comprehensive income
|
7,471
|
|
988
|
|
1,724
|
|
Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests
|
(801
|
)
|
(160
|
)
|
(229
|
)
|
Comprehensive income attributable to controlling interests
|
6,670
|
|
828
|
|
1,495
|
|
Preference share dividends
|
(367
|
)
|
(330
|
)
|
(293
|
)
|
Comprehensive income attributable to common shareholders
|
6,303
|
|
498
|
|
1,202
|
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars, except per share amounts)
|
|
|
|
|||
Preference shares
(Note 21)
|
|
|
|
|
|
|
Balance at beginning of year
|
7,747
|
|
7,255
|
|
6,515
|
|
Preference shares issued
|
—
|
|
492
|
|
740
|
|
Balance at end of year
|
7,747
|
|
7,747
|
|
7,255
|
|
Common shares
(Note 21)
|
|
|
|
|||
Balance at beginning of year
|
50,737
|
|
10,492
|
|
7,391
|
|
Common shares issued
|
—
|
|
1,500
|
|
2,241
|
|
Common shares issued in Merger Transaction
(Note 8)
|
—
|
|
37,429
|
|
—
|
|
Shares issued on Sponsored Vehicles buy-in
(Note 21)
|
12,727
|
|
—
|
|
—
|
|
Dividend Reinvestment and Share Purchase Plan
|
1,181
|
|
1,226
|
|
795
|
|
Shares issued on exercise of stock options
|
32
|
|
90
|
|
65
|
|
Balance at end of year
|
64,677
|
|
50,737
|
|
10,492
|
|
Additional paid-in capital
|
|
|
|
|||
Balance at beginning of year
|
3,194
|
|
3,399
|
|
3,301
|
|
Stock-based compensation
|
49
|
|
82
|
|
41
|
|
Sponsored Vehicles buy-in (
Note 20)
|
(4,323
|
)
|
—
|
|
—
|
|
Options exercised
|
(24
|
)
|
(95
|
)
|
(24
|
)
|
Dilution gain on Spectra Energy Partners, LP restructuring
(Note 20)
|
1,136
|
|
—
|
|
—
|
|
Dilution gain/(loss) and other
|
(111
|
)
|
(192
|
)
|
81
|
|
Sale of noncontrolling interest in subsidiaries
(Note 20)
|
79
|
|
—
|
|
—
|
|
Balance at end of year
|
—
|
|
3,194
|
|
3,399
|
|
Retained earnings/(deficit)
|
|
|
|
|
|
|
Balance at beginning of year
|
(2,468
|
)
|
(716
|
)
|
142
|
|
Earnings attributable to controlling interests
|
2,882
|
|
2,859
|
|
2,069
|
|
Preference share dividends
|
(367
|
)
|
(330
|
)
|
(293
|
)
|
Common share dividends declared
|
(5,019
|
)
|
(4,702
|
)
|
(1,945
|
)
|
Dividends paid to reciprocal shareholder
|
33
|
|
30
|
|
26
|
|
Modified retrospective adoption of
ASC 606 Revenue from Contracts with Customers (Note 3)
|
(86
|
)
|
—
|
|
—
|
|
Redemption value adjustment attributable to redeemable noncontrolling interests
(Note 20)
|
(456
|
)
|
292
|
|
(686
|
)
|
Adjustment relating to equity method investment
|
—
|
|
—
|
|
(29
|
)
|
Other
|
(57
|
)
|
99
|
|
—
|
|
Balance at end of year
|
(5,538
|
)
|
(2,468
|
)
|
(716
|
)
|
Accumulated other comprehensive income/(loss)
(Note 23)
|
|
|
|
|||
Balance at beginning of year
|
(973
|
)
|
1,058
|
|
1,632
|
|
Impact of Sponsored Vehicles buy-in
|
(142
|
)
|
—
|
|
—
|
|
Other comprehensive income/(loss) attributable to common shareholders, net of tax
|
3,787
|
|
(2,031
|
)
|
(574
|
)
|
Balance at end of year
|
2,672
|
|
(973
|
)
|
1,058
|
|
Reciprocal shareholding
(Note 13)
|
|
|
|
|||
Balance at beginning of year
|
(102
|
)
|
(102
|
)
|
(83
|
)
|
Change in reciprocal interest
|
14
|
|
—
|
|
(19
|
)
|
Balance at end of year
|
(88
|
)
|
(102
|
)
|
(102
|
)
|
Total Enbridge Inc. shareholders’ equity
|
69,470
|
|
58,135
|
|
21,386
|
|
Noncontrolling interests
(Note 20)
|
|
|
|
|
|
|
Balance at beginning of year
|
7,597
|
|
577
|
|
1,300
|
|
Earnings/(loss) attributable to noncontrolling interests
|
334
|
|
232
|
|
(28
|
)
|
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax
|
|
|
|
|||
Change in unrealized gain on cash flow hedges
|
31
|
|
15
|
|
4
|
|
Foreign currency translation adjustments
|
294
|
|
(431
|
)
|
(44
|
)
|
Reclassification to earnings of (gain)/loss on cash flow hedges
|
4
|
|
139
|
|
40
|
|
|
329
|
|
(277
|
)
|
—
|
|
Comprehensive income/(loss) attributable to noncontrolling interests
|
663
|
|
(45
|
)
|
(28
|
)
|
Noncontrolling interests resulting from Merger Transaction
(Note 8)
|
—
|
|
8,955
|
|
—
|
|
Enbridge Energy Company, Inc. common control transaction
|
—
|
|
(343
|
)
|
—
|
|
Distributions
|
(857
|
)
|
(839
|
)
|
(720
|
)
|
Contributions
|
24
|
|
832
|
|
28
|
|
Deconsolidation of Sabal Trail Transmission, LLC
|
—
|
|
(2,318
|
)
|
—
|
|
Spectra Energy Partners, LP restructuring
(Note 20)
|
(1,486
|
)
|
—
|
|
—
|
|
Sale of noncontrolling interest in subsidiaries
|
1,183
|
|
—
|
|
—
|
|
Purchase of noncontrolling interests on Sponsored Vehicles buy-in (
Note 20
)
|
(2,657
|
)
|
—
|
|
—
|
|
Noncontrolling interests reclassified on Sponsored Vehicles buy-in
|
(210
|
)
|
—
|
|
—
|
|
Preferred share redemption
(Note 20)
|
(210
|
)
|
—
|
|
—
|
|
Dilution gain
|
—
|
|
832
|
|
—
|
|
Other
|
(82
|
)
|
(54
|
)
|
(3
|
)
|
Balance at end of year
|
3,965
|
|
7,597
|
|
577
|
|
Total equity
|
73,435
|
|
65,732
|
|
21,963
|
|
Dividends paid per common share
|
2.68
|
|
2.41
|
|
2.12
|
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Operating activities
|
|
|
|
|
|
|
Earnings
|
3,333
|
|
3,266
|
|
2,309
|
|
Adjustments to reconcile earnings to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization
|
3,246
|
|
3,163
|
|
2,240
|
|
Deferred income tax (recovery)/expense
|
(148
|
)
|
(2,877
|
)
|
43
|
|
Changes in unrealized (gain)/loss on derivative instruments, net
(Note 24)
|
903
|
|
(1,242
|
)
|
(509
|
)
|
Earnings from equity investments
|
(1,509
|
)
|
(1,102
|
)
|
(656
|
)
|
Distributions from equity investments
|
1,539
|
|
1,264
|
|
827
|
|
Impairment of long-lived assets
|
1,104
|
|
4,463
|
|
1,620
|
|
Impairment of goodwill
|
1,019
|
|
102
|
|
—
|
|
(Gain)/loss on dispositions
|
8
|
|
(120
|
)
|
(848
|
)
|
Other
|
92
|
|
79
|
|
547
|
|
Changes in operating assets and liabilities
(Note 27)
|
915
|
|
(338
|
)
|
(368
|
)
|
Net cash provided by operating activities
|
10,502
|
|
6,658
|
|
5,205
|
|
Investing activities
|
|
|
|
|
|
|
Capital expenditures
|
(6,806
|
)
|
(8,287
|
)
|
(5,128
|
)
|
Long-term investments
|
(1,312
|
)
|
(3,586
|
)
|
(514
|
)
|
Distributions from equity investments in excess of cumulative earnings
|
1,277
|
|
125
|
|
—
|
|
Additions to intangible assets
|
(540
|
)
|
(789
|
)
|
(127
|
)
|
Acquisitions
|
—
|
|
—
|
|
(644
|
)
|
Cash acquired in Merger Transaction
(Note 8)
|
—
|
|
682
|
|
—
|
|
Proceeds from dispositions
|
4,452
|
|
628
|
|
1,379
|
|
Reimbursement of capital expenditures
|
—
|
|
212
|
|
—
|
|
Other
|
(88
|
)
|
(22
|
)
|
(118
|
)
|
Net cash used in investing activities
|
(3,017
|
)
|
(11,037
|
)
|
(5,152
|
)
|
Financing activities
|
|
|
|
|||
Net change in short-term borrowings
(Note 18)
|
(420
|
)
|
721
|
|
(248
|
)
|
Net change in commercial paper and credit facility draws
|
(2,256
|
)
|
(1,249
|
)
|
(2,297
|
)
|
Debenture and term note issues, net of issue costs
|
3,537
|
|
9,483
|
|
4,080
|
|
Debenture and term note repayments
|
(4,445
|
)
|
(5,054
|
)
|
(1,946
|
)
|
Sale of noncontrolling interest in subsidiary
|
1,289
|
|
—
|
|
—
|
|
Purchase of interest in consolidated subsidiary
|
—
|
|
(227
|
)
|
—
|
|
Contributions from noncontrolling interests
|
24
|
|
832
|
|
28
|
|
Distributions to noncontrolling interests
|
(857
|
)
|
(919
|
)
|
(720
|
)
|
Contributions from redeemable noncontrolling interests
|
70
|
|
1,178
|
|
591
|
|
Distributions to redeemable noncontrolling interests
|
(325
|
)
|
(247
|
)
|
(202
|
)
|
Sponsored Vehicle buy-in cash payment
|
(64
|
)
|
—
|
|
—
|
|
Preference shares issued
|
—
|
|
489
|
|
737
|
|
Redemption of preferred shares
|
(210
|
)
|
—
|
|
—
|
|
Common shares issued
|
21
|
|
1,549
|
|
2,260
|
|
Preference share dividends
|
(364
|
)
|
(330
|
)
|
(293
|
)
|
Common share dividends
|
(3,480
|
)
|
(2,750
|
)
|
(1,150
|
)
|
Other
|
(23
|
)
|
—
|
|
—
|
|
Net cash (used in)/provided by financing activities
|
(7,503
|
)
|
3,476
|
|
840
|
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
68
|
|
(72
|
)
|
(19
|
)
|
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
50
|
|
(975
|
)
|
874
|
|
Cash and cash equivalents and restricted cash at beginning of year
|
587
|
|
1,562
|
|
688
|
|
Cash and cash equivalents and restricted cash at end of year
|
637
|
|
587
|
|
1,562
|
|
Supplementary cash flow information
|
|
|
|
|
|
|
Cash paid for income taxes
|
277
|
|
172
|
|
194
|
|
Cash paid for interest, net of amount capitalized
|
2,508
|
|
2,668
|
|
1,820
|
|
Property, plant and equipment non-cash accruals
|
847
|
|
889
|
|
773
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars; number of shares in millions)
|
|
|
||
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
(Note 2)
|
518
|
|
480
|
|
Restricted cash
|
119
|
|
107
|
|
Accounts receivable and other
(Note 9)
|
6,517
|
|
7,053
|
|
Accounts receivable from affiliates
|
79
|
|
47
|
|
Inventory
(Note 10)
|
1,339
|
|
1,528
|
|
|
8,572
|
|
9,215
|
|
Property, plant and equipment, net
(Note 11)
|
94,540
|
|
90,711
|
|
Long-term investments
(Note 13)
|
16,707
|
|
16,644
|
|
Restricted long-term investments
(Note 14)
|
323
|
|
267
|
|
Deferred amounts and other assets
|
8,558
|
|
6,442
|
|
Intangible assets, net
(Note 15)
|
2,372
|
|
3,267
|
|
Goodwill
(Note 16)
|
34,459
|
|
34,457
|
|
Deferred income taxes
(Note 25)
|
1,374
|
|
1,090
|
|
Total assets
|
166,905
|
|
162,093
|
|
|
|
|
||
Liabilities and equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Short-term borrowings
(Note 18)
|
1,024
|
|
1,444
|
|
Accounts payable and other
(Note 17)
|
9,836
|
|
9,478
|
|
Accounts payable to affiliates
|
40
|
|
157
|
|
Interest payable
|
669
|
|
634
|
|
Environmental liabilities
|
27
|
|
40
|
|
Current portion of long-term debt
(Note 18)
|
3,259
|
|
2,871
|
|
|
14,855
|
|
14,624
|
|
Long-term debt
(Note 18)
|
60,327
|
|
60,865
|
|
Other long-term liabilities
|
8,834
|
|
7,510
|
|
Deferred income taxes
(Note 25)
|
9,454
|
|
9,295
|
|
|
93,470
|
|
92,294
|
|
Commitments and contingencies
(Note 29)
|
|
|
|
|
Redeemable noncontrolling interests
(Note 20)
|
—
|
|
4,067
|
|
Equity
|
|
|
||
Share capital
(Note 21)
|
|
|
||
Preference shares
|
7,747
|
|
7,747
|
|
Common shares
(2,022 and 1,695 outstanding at December 31, 2018 and
|
|
|
||
December 31, 2017, respectively)
|
64,677
|
|
50,737
|
|
Additional paid-in capital
|
—
|
|
3,194
|
|
Deficit
|
(5,538
|
)
|
(2,468
|
)
|
Accumulated other comprehensive income/(loss)
(Note 23)
|
2,672
|
|
(973
|
)
|
Reciprocal shareholding
|
(88
|
)
|
(102
|
)
|
Total Enbridge Inc. shareholders’ equity
|
69,470
|
|
58,135
|
|
Noncontrolling interests
(Note 20)
|
3,965
|
|
7,597
|
|
|
73,435
|
|
65,732
|
|
Total liabilities and equity
|
166,905
|
|
162,093
|
|
|
|
Page
|
|
1.
|
|
Business Overview
|
|
2.
|
|
Significant Accounting Policies
|
|
3.
|
|
Changes in Accounting Policies
|
|
4.
|
|
Revenue
|
|
5.
|
|
Segmented Information
|
|
6.
|
|
Earnings per Common Share
|
|
7.
|
|
Regulatory Matters
|
|
8.
|
|
Acquisitions and Dispositions
|
|
9.
|
|
Accounts Receivable and Other
|
|
10.
|
|
Inventory
|
|
11.
|
|
Property, Plant and Equipment
|
|
12.
|
|
Variable Interest Entities
|
|
13.
|
|
Long-Term Investments
|
|
14.
|
|
Restricted Long-Term Investments
|
|
15.
|
|
Intangible Assets
|
|
16.
|
|
Goodwill
|
|
17.
|
|
Accounts Payable and Other
|
|
18.
|
|
Debt
|
|
19.
|
|
Asset Retirement Obligations
|
|
20.
|
|
Noncontrolling Interests
|
|
21.
|
|
Share Capital
|
|
22.
|
|
Stock Option and Stock Unit Plans
|
|
23.
|
|
Components of Accumulated Other Comprehensive Income/(Loss)
|
|
24.
|
|
Risk Management and Financial Instruments
|
|
25.
|
|
Income Taxes
|
|
26.
|
|
Pension and Other Postretirement Benefits
|
|
27.
|
|
Changes in Operating Assets and Liabilities
|
|
28.
|
|
Related Party Transactions
|
|
29.
|
|
Commitments and Contingencies
|
|
30.
|
|
Guarantees
|
|
31.
|
|
Condensed Consolidating Financial Information
|
|
32.
|
|
Subsequent Events
|
|
33.
|
|
Quarterly Financial Data
|
•
|
Cost of pension plan benefits provided in exchange for employee services rendered during the year;
|
•
|
Interest cost of pension plan obligations;
|
•
|
Expected return on pension plan assets;
|
•
|
Amortization of the prior service costs and amendments on a straight-line basis over the expected average remaining service period of the active employee group covered by the plans; and
|
•
|
Amortization of cumulative unrecognized net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or the fair value of plan assets, over the expected average remaining service life of the active employee group covered by the plans.
|
|
Balance at December 31, 2017
|
|
Adjustments Due to ASC 606
|
|
Balance at
January 1, 2018
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Assets
|
|
|
|
|||
Deferred amounts and other assets
|
6,442
|
|
(170
|
)
|
6,272
|
|
Property, plant and equipment, net
|
90,711
|
|
112
|
|
90,823
|
|
Liabilities and equity
|
|
|
|
|||
Accounts payable and other
|
9,478
|
|
62
|
|
9,540
|
|
Other long-term liabilities
|
7,510
|
|
66
|
|
7,576
|
|
Deferred income taxes
|
9,295
|
|
(62
|
)
|
9,233
|
|
Redeemable noncontrolling interests
|
4,067
|
|
(38
|
)
|
4,029
|
|
Deficit
|
(2,468
|
)
|
(86
|
)
|
(2,554
|
)
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution
|
|
Green Power and Transmission
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Year ended December 31, 2018
|
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation revenue
|
8,488
|
|
3,928
|
|
875
|
|
—
|
|
—
|
|
—
|
|
13,291
|
|
Storage and other revenue
|
101
|
|
222
|
|
196
|
|
—
|
|
—
|
|
—
|
|
519
|
|
Gas gathering and processing revenue
|
—
|
|
815
|
|
—
|
|
—
|
|
—
|
|
—
|
|
815
|
|
Gas distribution revenue
|
—
|
|
—
|
|
4,376
|
|
—
|
|
—
|
|
—
|
|
4,376
|
|
Electricity and transmission revenue
|
—
|
|
—
|
|
—
|
|
559
|
|
—
|
|
—
|
|
559
|
|
Commodity sales
|
—
|
|
1,590
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,590
|
|
Total revenue from contracts with customers
|
8,589
|
|
6,555
|
|
5,447
|
|
559
|
|
—
|
|
—
|
|
21,150
|
|
Commodity sales
|
—
|
|
—
|
|
—
|
|
—
|
|
26,070
|
|
—
|
|
26,070
|
|
Other revenue
1
|
(894
|
)
|
6
|
|
9
|
|
8
|
|
4
|
|
25
|
|
(842
|
)
|
Intersegment revenue
|
384
|
|
10
|
|
14
|
|
—
|
|
154
|
|
(562
|
)
|
—
|
|
Total revenue
|
8,079
|
|
6,571
|
|
5,470
|
|
567
|
|
26,228
|
|
(537
|
)
|
46,378
|
|
1
|
Includes mark-to-market gains/(losses) from our hedging program.
|
|
Receivables
|
|
Contract Assets
|
|
Contract Liabilities
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Balance as at January 1, 2018
|
2,475
|
|
290
|
|
992
|
|
Balance as at December 31, 2018
|
1,929
|
|
191
|
|
1,245
|
|
Segment
|
Nature of Performance Obligation
|
Liquids Pipelines
|
•
Transportation and storage of crude oil and NGLs
|
Gas Transmission and Midstream
|
•
Sale of crude oil, natural gas and NGLs
|
•
Transportation, storage, gathering, compression and treating of natural gas
|
|
•
Transportation of NGLs
|
|
Gas Distribution
|
•
Supply and delivery of natural gas
|
•
Transportation of natural gas
|
|
•
Storage of natural gas
|
|
Green Power and Transmission
|
•
Generation and transmission of electricity
|
•
Delivery of electricity from renewable energy generation facilities
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution
|
|
Green Power and Transmission
|
|
Energy Services
|
|
Consolidated
|
|
Year ended December 31, 2018
|
||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
||
Revenue from products transferred at a point in time
1
|
—
|
|
1,590
|
|
68
|
|
—
|
|
—
|
|
1,658
|
|
Revenue from products and services transferred over time
2
|
8,589
|
|
4,965
|
|
5,379
|
|
559
|
|
—
|
|
19,492
|
|
Total revenue from contracts with customers
|
8,589
|
|
6,555
|
|
5,447
|
|
559
|
|
—
|
|
21,150
|
|
1
|
Revenue from sales of crude oil, natural gas and NGLs.
|
2
|
Revenue from crude oil and natural gas pipeline transportation, storage, natural gas gathering, compression and treating, natural gas distribution, natural gas storage services and electricity sales.
|
Year ended December 31, 2018
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution
|
|
Green Power and Transmission
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
8,079
|
|
6,571
|
|
5,470
|
|
567
|
|
26,228
|
|
(537
|
)
|
46,378
|
|
Commodity and gas distribution costs
|
(16
|
)
|
(1,481
|
)
|
(2,748
|
)
|
(7
|
)
|
(25,689
|
)
|
540
|
|
(29,401
|
)
|
Operating and administrative
|
(3,124
|
)
|
(2,102
|
)
|
(1,111
|
)
|
(157
|
)
|
(73
|
)
|
(225
|
)
|
(6,792
|
)
|
Impairment of long-lived assets
|
(180
|
)
|
(914
|
)
|
—
|
|
(4
|
)
|
—
|
|
(6
|
)
|
(1,104
|
)
|
Impairment of goodwill
|
—
|
|
(1,019
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,019
|
)
|
Income/(loss) from equity investments
|
577
|
|
930
|
|
11
|
|
(28
|
)
|
18
|
|
1
|
|
1,509
|
|
Other income/(expense)
|
(5
|
)
|
349
|
|
89
|
|
(2
|
)
|
(2
|
)
|
(481
|
)
|
(52
|
)
|
Earnings/(loss) before interest, income tax expense, and depreciation and amortization
|
5,331
|
|
2,334
|
|
1,711
|
|
369
|
|
482
|
|
(708
|
)
|
9,519
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(3,246
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,703
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(237
|
)
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333
|
|
Capital expenditures
1
|
3,102
|
|
2,644
|
|
1,066
|
|
33
|
|
—
|
|
27
|
|
6,872
|
|
Total assets
|
68,798
|
|
60,559
|
|
25,748
|
|
5,716
|
|
1,042
|
|
5,042
|
|
166,905
|
|
Year ended December 31, 2017
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution
|
|
Green Power and Transmission
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
8,913
|
|
7,067
|
|
4,992
|
|
534
|
|
23,282
|
|
(410
|
)
|
44,378
|
|
Commodity and gas distribution costs
|
(18
|
)
|
(2,834
|
)
|
(2,689
|
)
|
—
|
|
(23,508
|
)
|
412
|
|
(28,637
|
)
|
Operating and administrative
|
(2,949
|
)
|
(1,756
|
)
|
(960
|
)
|
(163
|
)
|
(47
|
)
|
(567
|
)
|
(6,442
|
)
|
Impairment of long-lived assets
|
—
|
|
(4,463
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,463
|
)
|
Impairment of goodwill
|
—
|
|
(102
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(102
|
)
|
Income/(loss) from equity investments
|
416
|
|
653
|
|
23
|
|
6
|
|
8
|
|
(4
|
)
|
1,102
|
|
Other income/(expense)
|
33
|
|
166
|
|
24
|
|
(5
|
)
|
2
|
|
232
|
|
452
|
|
Earnings/(loss) before interest, income tax expense, and depreciation and amortization
|
6,395
|
|
(1,269
|
)
|
1,390
|
|
372
|
|
(263
|
)
|
(337
|
)
|
6,288
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(3,163
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,556
|
)
|
Income tax recovery
|
|
|
|
|
|
|
|
|
|
|
|
|
2,697
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
3,266
|
|
Capital expenditures
1
|
2,799
|
|
4,016
|
|
1,177
|
|
321
|
|
1
|
|
108
|
|
8,422
|
|
Total assets
|
63,881
|
|
60,745
|
|
25,956
|
|
6,289
|
|
2,514
|
|
2,708
|
|
162,093
|
|
Year ended December 31, 2016
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution
|
|
Green Power and Transmission
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
8,176
|
|
2,877
|
|
2,976
|
|
502
|
|
20,364
|
|
(335
|
)
|
34,560
|
|
Commodity and gas distribution costs
|
(12
|
)
|
(2,206
|
)
|
(1,653
|
)
|
5
|
|
(20,473
|
)
|
334
|
|
(24,005
|
)
|
Operating and administrative
|
(2,908
|
)
|
(446
|
)
|
(553
|
)
|
(173
|
)
|
(63
|
)
|
(215
|
)
|
(4,358
|
)
|
Impairment of long-lived assets
|
(1,365
|
)
|
(11
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,376
|
)
|
Income/(loss) from equity investments
|
194
|
|
223
|
|
12
|
|
2
|
|
(3
|
)
|
—
|
|
428
|
|
Other income/(expense)
|
841
|
|
27
|
|
49
|
|
8
|
|
(8
|
)
|
115
|
|
1,032
|
|
Earnings/(loss) before interest, income tax expense, and depreciation and amortization
|
4,926
|
|
464
|
|
831
|
|
344
|
|
(183
|
)
|
(101
|
)
|
6,281
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(2,240
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
(1,590
|
)
|
||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(142
|
)
|
Earnings
|
|
|
|
|
|
|
2,309
|
|
||||||
Capital expenditures
1
|
3,957
|
|
176
|
|
713
|
|
251
|
|
—
|
|
32
|
|
5,129
|
|
1
|
Includes allowance for equity funds used during construction.
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Canada
|
19,023
|
|
18,076
|
|
12,470
|
|
United States
|
27,355
|
|
26,302
|
|
22,090
|
|
|
46,378
|
|
44,378
|
|
34,560
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
Canada
|
44,716
|
|
46,025
|
|
United States
|
49,824
|
|
44,686
|
|
|
94,540
|
|
90,711
|
|
December 31,
|
2018
|
|
2017
|
|
2016
|
|
(number of shares in millions)
|
|
|
|
|
|
|
Weighted average shares outstanding
|
1,724
|
|
1,525
|
|
911
|
|
Effect of dilutive options
|
3
|
|
7
|
|
7
|
|
Diluted weighted average shares outstanding
|
1,727
|
|
1,532
|
|
918
|
|
December 31,
|
Recovery/Refund Period Ends
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
Regulatory assets/(liabilities)
|
|
|
|
|
|
Liquids Pipelines
|
|
|
|
|
|
Deferred income taxes
|
Various
|
1,673
|
|
1,492
|
|
Tolling deferrals
|
Various
|
(28
|
)
|
(34
|
)
|
Recoverable income taxes
|
Through 2030
|
27
|
|
46
|
|
Pipeline future abandonment costs
1
|
Various
|
(201
|
)
|
(141
|
)
|
Gas Transmission and Midstream
|
|
|
|
||
Deferred income taxes
|
Various
|
826
|
|
717
|
|
Regulatory liability related to income taxes
2
|
Various
|
(912
|
)
|
(1,078
|
)
|
Other
|
Various
|
94
|
|
(16
|
)
|
Gas Distribution
|
|
|
|
||
Deferred income taxes
|
Various
|
1,132
|
|
1,000
|
|
Purchased gas variance
3
|
Various
|
197
|
|
51
|
|
Pension plans and OPEB
4
|
Through 2033
|
118
|
|
102
|
|
Constant dollar net salvage adjustment
|
2018
|
6
|
|
38
|
|
Future removal and site restoration reserves
5
|
Various
|
(1,107
|
)
|
(1,066
|
)
|
Site restoration clearance adjustment
|
Various
|
—
|
|
(31
|
)
|
Other
|
Various
|
(4
|
)
|
31
|
|
1
|
Funds collected are included in Restricted long-term investments
(Note 14)
.
|
2
|
Relates to the establishment of a regulatory liability as a result of the United States tax reform legislation enacted December 22, 2017.
|
3
|
Purchase gas variance is the difference between the actual cost and the approved cost of natural gas reflected in rates. EGD and Union Gas have been granted OEB approval to refund this balance to, or to collect this balance from, customers on a rolling 12-month basis via the Quarterly Rate Adjustment Mechanism process.
|
4
|
The balances are excluded from the rate base and do not earn an ROE.
|
5
|
Future removal and site restoration reserves result from amounts collected from customers by the Company, with the approval of the OEB, to fund future costs for removal and site restoration relating to property, plant and equipment. These costs are collected as part of depreciation charged on property, plant and equipment that is recorded in rates. The balance represents the amount that the Company has collected from customers, net of actual costs expended on removal and site restoration. The settlement of this balance will occur over the long-term as future removal and site restoration costs are incurred. In the absence of rate regulation accounting, costs incurred for removal and site restoration would be charged to earnings as incurred with recognition of revenue for amounts previously collected.
|
February 27,
|
2017
|
|
(millions of Canadian dollars)
|
|
|
Fair value of net assets acquired:
|
|
|
Current assets (a)
|
2,432
|
|
Property, plant and equipment, net (b)
|
33,555
|
|
Restricted long-term investments
|
144
|
|
Long-term investments (c)
|
5,000
|
|
Deferred amounts and other assets (d)
|
2,390
|
|
Intangible assets, net (e)
|
1,288
|
|
Current liabilities (a)
|
(3,982
|
)
|
Long-term debt (d)
|
(21,444
|
)
|
Other long-term liabilities
|
(1,983
|
)
|
Deferred income taxes (b)
|
(7,670
|
)
|
Noncontrolling interests (f)
|
(8,877
|
)
|
|
853
|
|
Goodwill (g)
|
36,656
|
|
|
37,509
|
|
Purchase price:
|
|
|
Common shares
|
37,429
|
|
Cash
|
3
|
|
Fair value of outstanding earned stock compensation awards recorded in Additional paid-in capital
|
77
|
|
|
37,509
|
|
a)
|
Accounts receivable is comprised primarily of customer trade receivables and natural gas imbalances. As such, the fair value of accounts receivable approximates the net carrying value of
$1,174 million
. The gross amount due of
$1,190 million
, of which
$16 million
is not expected to be collected, is included in current assets.
|
b)
|
We have applied the valuation methodologies described in ASC 820
Fair Value Measurements and Disclosures
, to value the property, plant and equipment purchased. The fair value of Spectra Energy’s rate-regulated property, plant and equipment was determined using a market participant perspective, which is their carrying amount. The fair value of the remaining non-regulated property, plant and equipment was determined primarily using variations of the income approach, which is based on the present value of the future after-tax cash flows attributable to each non-regulated asset. Some of the more significant assumptions inherent in the development of the values, from the perspective of a market participant, include, but are not limited to, the amount and timing of projected future cash flows (including revenue and profitability); the discount rate selected to measure the risks inherent in the future cash flows; the assessment of the asset’s life cycle; the competitive trends impacting the asset; and customer turnover.
|
c)
|
Long-term investments represent Spectra Energy’s
50%
equity investment in DCP Midstream LLC (DCP Midstream), Gulfstream Natural Gas System, L.L.C., Nexus Gas Transmission, LLC (Nexus), Steckman Ridge LP, Islander East Pipeline Company, L.L.C., Southeast Supply Header L.L.C., and
20%
equity interest in PennEast Pipeline Company LLC (PennEast). The fair value of these investments was determined using an income approach.
|
e)
|
Intangible assets primarily consist of customer relationships in the non-regulated business, which represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition, determined using the income approach. Intangible assets are amortized on a straight-line basis over their expected lives.
|
|
Weighted Average
|
Fair
|
|
|
As at February 27, 2017
|
Amortization Rate
|
Value
|
|
|
(millions of Canadian dollars)
|
|
|
||
Customer relationships
1
|
3.7
|
%
|
739
|
|
Project agreement
2
|
4.0
|
%
|
105
|
|
Software
|
11.1
|
%
|
329
|
|
Other
|
4.2
|
%
|
115
|
|
|
|
1,288
|
|
1
|
Represents customer relationships in the non-regulated business, which were capitalized upon acquisition.
|
2
|
Represents a project agreement between SEP, NextEra Energy, Inc., Duke Energy Corporation (Duke Energy) and Williams Partners L.P. In accordance with the agreement, payments will be made, based on our proportional ownership interest in Sabal Trail Transmission, LLC (Sabal Trail), as certain milestones of the project are met. Amortization of the intangible asset began on
July 3, 2017
, when Sabal Trail was placed into service
(Note 13)
.
|
f)
|
The fair value of Spectra Energy’s noncontrolling interests includes approximately
78.4 million
SEP common units outstanding to the public, valued at the February 24, 2017 closing price of US
$44.88
per common unit on the NYSE, and units held by third parties in Maritimes & Northeast Pipeline, L.L.C., Sabal Trail and Algonquin Gas Transmission, L.L.C., valued based on the
|
g)
|
We recorded
$36.7 billion
in goodwill, which is primarily related to expected synergies from the Merger Transaction. The goodwill balance recognized is not deductible for tax purposes. Factors that contributed to the goodwill include the opportunity to expand our natural gas pipelines segment, the potential for cost and supply chain optimization synergies, existing assembled assets and work force that cannot be duplicated at the same cost by a new entrant, franchise rights and other intangibles not separately identifiable because they are inextricably linked to the provision of regulated utility service and the enhanced scale and geographic diversity which provide greater optionality and platforms for future growth.
|
Year ended December 31,
|
2017
|
|
2016
|
|
(unaudited; millions of Canadian dollars)
|
|
|
|
|
Revenues
|
45,669
|
|
40,934
|
|
Earnings attributable to common shareholders
1
|
2,902
|
|
2,820
|
|
1
|
Merger Transaction costs of
$180 million
(after-tax
$131 million
) were excluded from earnings for the year ended December 31, 2017.
|
April 1,
|
2016
|
|
(millions of Canadian dollars)
|
|
|
Fair value of net assets acquired:
|
|
|
Property, plant and equipment
|
288
|
|
Intangible assets
|
251
|
|
|
539
|
|
Purchase price:
|
|
|
Cash
|
539
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
Accounts receivable and other (current assets held for sale)
|
117
|
|
424
|
|
Deferred amounts and other assets (long-term assets held for sale)
1
|
2,383
|
|
1,190
|
|
Accounts payable and other (current liabilities held for sale)
|
(63
|
)
|
(315
|
)
|
Other long-term liabilities (long-term liabilities held for sale)
|
(96
|
)
|
(34
|
)
|
Net assets held for sale
|
2,341
|
|
1,265
|
|
1
|
Included within Deferred amounts and other assets at December 31, 2018 and 2017 respectively is property, plant and equipment of
$2.1 billion
and
$1.1 billion
.
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Trade receivables and unbilled revenues
1
|
4,711
|
|
5,325
|
|
Short-term portion of derivative assets
|
498
|
|
296
|
|
Other
|
1,308
|
|
1,432
|
|
|
6,517
|
|
7,053
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
Natural gas
|
776
|
|
695
|
|
Crude oil
|
482
|
|
744
|
|
Other commodities
|
81
|
|
89
|
|
|
1,339
|
|
1,528
|
|
|
Weighted Average
|
|
|
|
|
|
December 31,
|
Depreciation Rate
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Pipelines
|
2.6
|
%
|
50,078
|
|
47,720
|
|
Pumping equipment, buildings, tanks and other
|
3.0
|
%
|
16,935
|
|
16,610
|
|
Land and right-of-way
1
|
2.7
|
%
|
2,603
|
|
2,538
|
|
Gas mains, services and other
|
3.2
|
%
|
17,474
|
|
17,026
|
|
Compressors, meters and other operating equipment
|
1.7
|
%
|
5,893
|
|
5,774
|
|
Processing and treating plants
|
1.5
|
%
|
1,634
|
|
1,440
|
|
Storage
|
1.9
|
%
|
1,713
|
|
1,545
|
|
Wind turbines, solar panels and other
|
4.2
|
%
|
5,063
|
|
4,804
|
|
Power transmission
|
2.6
|
%
|
383
|
|
365
|
|
Vehicles, office furniture, equipment and other buildings and improvements
|
5.9
|
%
|
630
|
|
390
|
|
Under construction
|
—
|
|
9,778
|
|
7,601
|
|
Total property, plant and equipment
2
|
|
|
112,184
|
|
105,813
|
|
Total accumulated depreciation
|
|
(17,644
|
)
|
(15,102
|
)
|
|
Property, plant and equipment, net
|
|
|
94,540
|
|
90,711
|
|
|
Carrying
Amount of
Investment
|
|
Enbridge’s
Maximum
Exposure to
|
|
December 31, 2018
|
in VIE
|
|
Loss
|
|
(millions of Canadian dollars)
|
|
|
|
|
Aux Sable Liquid Products L.P.
1
|
311
|
|
375
|
|
Eolien Maritime France SAS
2
|
68
|
|
784
|
|
Enbridge Renewable Infrastructure Investments S.a.r.l.
3, 9
|
127
|
|
3,250
|
|
Illinois Extension Pipeline Company, L.L.C.
4
|
724
|
|
724
|
|
Nexus Gas Transmission, LLC
5
|
1,757
|
|
2,668
|
|
PennEast Pipeline Company, LLC
6
|
97
|
|
385
|
|
Rampion Offshore Wind Limited
7
|
638
|
|
648
|
|
Vector Pipeline L.P.
8
|
198
|
|
301
|
|
Other
4
|
27
|
|
27
|
|
|
3,947
|
|
9,162
|
|
|
Carrying
Amount of
Investment
|
|
Enbridge’s
Maximum
Exposure to
|
|
December 31, 2017
|
in VIE
|
|
Loss
|
|
(millions of Canadian dollars)
|
|
|
|
|
Aux Sable Liquid Products L.P.
|
300
|
|
361
|
|
Eolien Maritime France SAS
|
69
|
|
754
|
|
Hohe See Offshore Wind Project
9
|
763
|
|
2,484
|
|
Illinois Extension Pipeline Company, L.L.C.
|
686
|
|
686
|
|
Nexus Gas Transmission, LLC
|
834
|
|
1,678
|
|
PennEast Pipeline Company, LLC
|
69
|
|
345
|
|
Rampion Offshore Wind Limited
|
555
|
|
679
|
|
Sabal Trail Transmissions, LLC
|
2,355
|
|
2,529
|
|
Vector Pipeline L.P.
|
169
|
|
278
|
|
Other
|
21
|
|
21
|
|
|
5,821
|
|
9,815
|
|
1
|
At
December 31, 2018
, the maximum exposure to loss includes a guarantee by us for our respective share of the VIE’s borrowing on a bank credit facility.
|
2
|
At
December 31, 2018
, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts in which we would be liable for in the event of default by the VIE and an outstanding affiliate loan receivable for
$202 million
held by us.
|
3
|
At
December 31, 2018
, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts in which we would be liable for in the event of default by the VIE.
|
4
|
At
December 31, 2018
, the maximum exposure to loss is limited to our equity investment as these companies are in operation and self-sustaining.
|
5
|
At
December 31, 2018
, the maximum exposure to loss includes the remaining expected contributions to the joint venture and parental guarantees for our portion of capacity lease agreements.
|
6
|
At
December 31, 2018
the maximum exposure to loss includes the remaining expected contributions to the joint venture.
|
7
|
At
December 31, 2018
, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project contracts in which we would be liable for in the event of default by the VIE.
|
8
|
At
December 31, 2018
the maximum exposure to loss includes the carrying value of an outstanding affiliate loan receivable for $
102 million
held by us.
|
9
|
As at
December 31, 2018
, the carrying amount of investment and maximum exposure to loss related to Hohe See Offshore Wind Project are included in the amounts shown for ERII.
|
|
Ownership
|
|
|
|
|
|
December 31,
|
Interest
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
EQUITY INVESTMENTS
|
|
|
|
|
|
|
Liquids Pipelines
|
|
|
|
|
|
|
Bakken Pipeline System
1
|
27.6
|
%
|
2,039
|
|
1,938
|
|
Seaway Crude Pipeline System
|
50.0
|
%
|
3,113
|
|
2,882
|
|
Illinois Extension Pipeline Company, L.L.C.
2
|
65.0
|
%
|
724
|
|
686
|
|
Other
|
30.0% - 43.8%
|
|
97
|
|
87
|
|
Gas Transmission and Midstream
|
|
|
|
|||
Alliance Pipeline
3
|
50.0
|
%
|
368
|
|
375
|
|
Aux Sable
|
42.7% - 50.0%
|
|
311
|
|
300
|
|
DCP Midstream, LLC
4
|
50.0
|
%
|
2,368
|
|
2,143
|
|
Gulfstream Natural Gas System, L.L.C.
4
|
50.0
|
%
|
1,289
|
|
1,205
|
|
Nexus Gas Transmission, LLC
4
|
50.0
|
%
|
1,757
|
|
834
|
|
Offshore - various joint ventures
|
22.0% - 74.3%
|
|
400
|
|
389
|
|
PennEast Pipeline Company LLC
4
|
20.0
|
%
|
97
|
|
69
|
|
Sabal Trail Transmission, LLC
5
|
50.0
|
%
|
1,586
|
|
2,355
|
|
Southeast Supply Header L.L.C.
4
|
50.0
|
%
|
519
|
|
486
|
|
Steckman Ridge LP
4
|
49.5
|
%
|
237
|
|
221
|
|
Texas Express Pipeline
6
|
35.0
|
%
|
—
|
|
430
|
|
Vector Pipeline L.P.
|
60.0
|
%
|
198
|
|
169
|
|
Other
4
|
33.3% - 50.0%
|
|
6
|
|
34
|
|
Gas Distribution
|
|
|
|
|||
Noverco Common Shares
|
38.9
|
%
|
—
|
|
—
|
|
Other
4
|
50.0
|
%
|
15
|
|
15
|
|
Green Power and Transmission
|
|
|
|
|||
Eolien Maritime France SAS
|
50.0
|
%
|
68
|
|
69
|
|
Enbridge Renewable Infrastructure Investments S.a.r.l.
7
|
25.5
|
%
|
127
|
|
763
|
|
Rampion Offshore Wind Project
|
24.9
|
%
|
638
|
|
555
|
|
Other
|
19.0% - 50.0%
|
|
72
|
|
95
|
|
Eliminations and Other
|
|
|
|
|||
Other
|
19.0% - 42.7%
|
|
10
|
|
26
|
|
OTHER LONG-TERM INVESTMENTS
|
|
|
|
|||
Gas Distribution
|
|
|
|
|||
Noverco Preferred Shares
|
|
478
|
|
371
|
|
|
Green Power and Transmission
|
|
|
|
|||
Emerging Technologies and Other
|
|
80
|
|
80
|
|
|
Eliminations and Other
|
|
|
|
|||
Other
|
|
110
|
|
67
|
|
|
|
|
|
16,707
|
|
16,644
|
|
1
|
On
February 15, 2017
, EEP acquired an effective
27.6%
interest in the Dakota Access and Energy Transfer Crude Oil Pipelines (collectively, the Bakken Pipeline System) for a purchase price of $
2 billion
(US$
1.5 billion
). The Bakken Pipeline System was placed into service on
June 1, 2017
. For details regarding our funding arrangement, refer to Note 20 -
Noncontrolling Interests
.
|
2
|
Owns the Southern Access Extension Project.
|
3
|
Certain assets of the Alliance Pipeline are pledged as collateral to Alliance Pipeline lenders.
|
4
|
On February 27, 2017, we acquired Spectra Energy's interests in DCP Midstream, Gulfstream Natural Gas System, L.L.C, Nexus, PennEast, Southeast Supply Header L.L.C., Steckman Ridge LP and other equity investments as part of the Merger Transaction
(Note 8)
.
|
5
|
On February 27, 2017, we acquired Spectra Energy's consolidated interest in Sabal Trail as part of the Merger Transaction
(Note 8)
. On July 3, 2017, Sabal Trail was placed into service and the assets, liabilities, and noncontrolling interests were deconsolidated as at the in-service date.
|
6
|
On August 1, 2018 the sale of Midcoast Operating, L.P. and its subsidiaries closed. Upon closing of the sale, our interest in the Texas Express NGL pipeline system was sold along with the MOLP assets. The carrying value of
$447 million
of our equity method investment in the Texas Express NGL pipeline system was included within the disposal group of the transaction. For further details on the sale transaction please refer to Note 8 -
Acquisitions and Dispositions
.
|
7
|
On
February 8, 2017
, we acquired an effective
50%
interest in EnBW Hohe See GmbH & Co. KG. On August 1, 2018 we transferred our interest in the Hohe See Offshore wind facilities and its subsequent expansion to a newly formed entity, ERII. Subsequently, we sold a
49%
interest in ERII to CPPIB, reducing our interest in the project to
25.5%
.
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2018
|
2017
|
2016
|
|||||||||||||||
|
Seaway
|
|
Other
|
|
Total
|
|
Seaway
|
|
Other
|
|
Total
|
|
Seaway
|
|
Other
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating revenues
|
966
|
|
18,251
|
|
19,217
|
|
959
|
|
15,254
|
|
16,213
|
|
938
|
|
3,164
|
|
4,102
|
|
Operating expenses
|
212
|
|
15,422
|
|
15,634
|
|
286
|
|
12,911
|
|
13,197
|
|
293
|
|
3,051
|
|
3,344
|
|
Earnings/(loss)
|
646
|
|
2,308
|
|
2,954
|
|
672
|
|
2,056
|
|
2,728
|
|
643
|
|
(2
|
)
|
641
|
|
Earnings attributable to controlling interests
|
323
|
|
1,059
|
|
1,382
|
|
336
|
|
926
|
|
1,262
|
|
322
|
|
147
|
|
469
|
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||
|
Seaway
|
|
Other
|
|
Total
|
|
Seaway
|
|
Other
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Current assets
|
113
|
|
3,176
|
|
3,289
|
|
106
|
|
3,432
|
|
3,538
|
|
Non-current assets
|
3,585
|
|
45,531
|
|
49,116
|
|
3,329
|
|
41,697
|
|
45,026
|
|
Current liabilities
|
123
|
|
5,413
|
|
5,536
|
|
143
|
|
3,311
|
|
3,454
|
|
Non-current liabilities
|
16
|
|
15,859
|
|
15,875
|
|
13
|
|
13,582
|
|
13,595
|
|
Noncontrolling interests
|
—
|
|
3,479
|
|
3,479
|
|
—
|
|
3,191
|
|
3,191
|
|
|
Weighted Average
|
|
|
|
|
|
Accumulated
|
|
|
|
|
December 31, 2018
1
|
Amortization Rate
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
5.0
|
%
|
|
762
|
|
|
70
|
|
|
692
|
|
Power purchase agreements
|
4.4
|
%
|
|
96
|
|
|
21
|
|
|
75
|
|
Project agreement
2
|
4.0
|
%
|
|
164
|
|
|
10
|
|
|
154
|
|
Software
|
11.4
|
%
|
|
1,827
|
|
|
814
|
|
|
1,013
|
|
Other intangible assets
3
|
4.1
|
%
|
|
508
|
|
|
70
|
|
|
438
|
|
|
|
|
|
3,357
|
|
|
985
|
|
|
2,372
|
|
|
Weighted Average
|
|
|
|
|
|
Accumulated
|
|
|
|
|
December 31, 2017
1
|
Amortization Rate
|
|
|
Cost
|
|
|
Amortization
|
|
|
Net
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
3.5
|
%
|
|
967
|
|
|
41
|
|
|
926
|
|
Power purchase agreements
|
3.5
|
%
|
|
99
|
|
|
17
|
|
|
82
|
|
Project agreement
2
|
4.0
|
%
|
|
150
|
|
|
3
|
|
|
147
|
|
Software
|
11.3
|
%
|
|
1,760
|
|
|
714
|
|
|
1,046
|
|
Other intangible assets
3
|
4.4
|
%
|
|
1,162
|
|
|
96
|
|
|
1,066
|
|
|
|
|
|
4,138
|
|
|
871
|
|
|
3,267
|
|
|
2019
|
2020
|
2021
|
2022
|
2023
|
Forecast of amortization expense
(millions of Canadian dollars)
|
278
|
251
|
227
|
205
|
186
|
|
Liquids
Pipelines
|
|
Gas
Transmission & Midstream |
|
Gas
Distribution |
|
Green Power
and
Transmission
|
|
Energy
Services
|
|
Eliminations
and Other
|
|
Consolidated
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Cost
|
|
|
|
|
|
|
|
|||||||
Balance at January 1, 2017
|
59
|
|
457
|
|
7
|
|
—
|
|
2
|
|
13
|
|
538
|
|
Acquired in Merger Transaction
(Note 8)
|
8,070
|
|
22,914
|
|
5,672
|
|
—
|
|
—
|
|
—
|
|
36,656
|
|
Sabal Trail deconsolidation
(Note 13)
|
—
|
|
(966
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(966
|
)
|
Disposition
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(29
|
)
|
Foreign exchange and other
|
(314
|
)
|
(866
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,180
|
)
|
Balance at December 31, 2017
|
7,786
|
|
21,539
|
|
5,679
|
|
—
|
|
2
|
|
13
|
|
35,019
|
|
Disposition
|
—
|
|
(628
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(628
|
)
|
Allocation to assets held for sale
|
—
|
|
(55
|
)
|
(133
|
)
|
—
|
|
—
|
|
—
|
|
(188
|
)
|
Foreign exchange and other
|
538
|
|
1,482
|
|
(183
|
)
|
—
|
|
—
|
|
—
|
|
1,837
|
|
Balance at December 31, 2018
|
8,324
|
|
22,338
|
|
5,363
|
|
—
|
|
2
|
|
13
|
|
36,040
|
|
Accumulated Impairment
|
|
|
|
|
|
|
|
|||||||
Balance at January 1, 2017
|
—
|
|
(440
|
)
|
(7
|
)
|
—
|
|
—
|
|
(13
|
)
|
(460
|
)
|
Impairment
|
—
|
|
(102
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(102
|
)
|
Balance at December 31, 2017
|
—
|
|
(542
|
)
|
(7
|
)
|
—
|
|
—
|
|
(13
|
)
|
(562
|
)
|
Impairment
|
—
|
|
(1,019
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,019
|
)
|
Balance at December 31, 2018
|
—
|
|
(1,561
|
)
|
(7
|
)
|
—
|
|
—
|
|
(13
|
)
|
(1,581
|
)
|
Carrying Value
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2017
|
7,786
|
|
20,997
|
|
5,672
|
|
—
|
|
2
|
|
—
|
|
34,457
|
|
Balance at December 31, 2018
|
8,324
|
|
20,777
|
|
5,356
|
|
—
|
|
2
|
|
—
|
|
34,459
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Trade payables and operating accrued liabilities
|
4,604
|
|
5,135
|
|
Construction payables and contractor holdbacks
|
804
|
|
706
|
|
Current derivative liabilities
|
1,234
|
|
1,130
|
|
Dividends payable
|
1,539
|
|
1,169
|
|
Taxes payable
|
801
|
|
522
|
|
Other
|
854
|
|
816
|
|
|
9,836
|
|
9,478
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
December 31,
|
Interest Rate
|
|
|
Maturity
|
|
2018
|
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
Enbridge Inc.
|
|
|
|
|
|
|
|
|
|
|
United States dollar term notes
1
|
4.1
|
%
|
|
2022-2046
|
|
6,419
|
|
|
5,889
|
|
Medium-term notes
2
|
4.3
|
%
|
|
2019-2064
|
|
7,323
|
|
|
5,698
|
|
Fixed-to-floating subordinated term notes
3,4
|
5.9
|
%
|
|
2077-2078
|
|
6,771
|
|
|
3,843
|
|
Floating rate notes
5
|
|
|
|
2019-2020
|
|
2,389
|
|
|
2,254
|
|
Commercial paper and credit facility draws
6
|
2.2
|
%
|
|
2019-2023
|
|
1,999
|
|
|
2,729
|
|
Other
7
|
|
|
|
|
|
—
|
|
|
3
|
|
Enbridge (U.S.) Inc.
|
|
|
|
|
|
|
|
|
||
Commercial paper and credit facility draws
8
|
3.5
|
%
|
|
2020
|
|
1,065
|
|
|
490
|
|
Enbridge Energy Partners, L.P.
|
|
|
|
|
|
|
|
|
||
Senior notes
9
|
6.2
|
%
|
|
2019-2045
|
|
6,214
|
|
|
6,328
|
|
Junior subordinated notes
10
|
|
|
|
2067
|
|
546
|
|
|
501
|
|
Commercial paper and credit facility draws
11
|
3.3
|
%
|
|
2022
|
|
1,044
|
|
|
1,820
|
|
Enbridge Gas Distribution Inc.
|
|
|
|
|
|
|
|
|
||
Medium-term notes
|
4.5
|
%
|
|
2020-2050
|
|
3,695
|
|
|
3,695
|
|
Debentures
|
9.9
|
%
|
|
2024
|
|
85
|
|
|
85
|
|
Commercial paper and credit facility draws
|
2.3
|
%
|
|
2020
|
|
750
|
|
|
960
|
|
Enbridge Income Fund
|
|
|
|
|
|
|
|
|
||
Medium-term notes
2
|
|
|
|
|
—
|
|
|
1,750
|
|
|
Commercial paper and credit facility draws
|
|
|
|
|
—
|
|
|
755
|
|
|
Enbridge Pipelines (Southern Lights) L.L.C.
|
|
|
|
|
|
|
|
|
||
Senior notes
12
|
4.0
|
%
|
|
2040
|
|
1,257
|
|
|
1,207
|
|
Enbridge Pipelines Inc.
|
|
|
|
|
|
|
|
|
||
Medium-term notes
13
|
4.3
|
%
|
|
2019-2046
|
|
4,225
|
|
|
4,525
|
|
Debentures
|
8.2
|
%
|
|
2024
|
|
200
|
|
|
200
|
|
Commercial paper and credit facility draws
14
|
2.4
|
%
|
|
2020
|
|
2,200
|
|
|
1,438
|
|
Other
7
|
|
|
|
|
|
4
|
|
|
4
|
|
Enbridge Southern Lights LP
|
|
|
|
|
|
|
|
|
||
Senior notes
|
4.0
|
%
|
|
2040
|
|
289
|
|
|
315
|
|
Midcoast Energy Partners, L.P.
|
|
|
|
|
|
|
|
|
|
|
Senior notes
15
|
|
|
|
|
—
|
|
|
501
|
|
|
Spectra Energy Capital
16
|
|
|
|
|
|
|
|
|||
Senior notes
17
|
7.1
|
%
|
|
2032-2038
|
|
236
|
|
|
1,665
|
|
Spectra Energy Partners, LP
16
|
|
|
|
|
|
|
|
|||
Senior secured notes
18
|
6.1
|
%
|
|
2020
|
|
150
|
|
|
138
|
|
Senior notes
19
|
4.3
|
%
|
|
2020-2048
|
|
8,249
|
|
|
7,192
|
|
Floating rate notes
20
|
|
|
|
2020
|
|
546
|
|
|
501
|
|
Commercial paper and credit facility draws
21
|
3.2
|
%
|
|
2022
|
|
2,065
|
|
|
2,824
|
|
Union Gas Limited
16
|
|
|
|
|
|
|
|
|||
Medium-term notes
|
4.1
|
%
|
|
2021-2047
|
|
3,290
|
|
|
3,490
|
|
Senior debentures
|
|
|
|
|
—
|
|
|
75
|
|
|
Debentures
|
8.7
|
%
|
|
2025
|
|
125
|
|
|
250
|
|
Commercial paper and credit facility draws
|
2.3
|
%
|
|
2021
|
|
275
|
|
|
485
|
|
Westcoast Energy Inc.
16
|
|
|
|
|
|
|
|
|||
Senior secured notes
|
6.2
|
%
|
|
2019
|
|
33
|
|
|
66
|
|
Medium-term notes
|
4.7
|
%
|
|
2019-2041
|
|
2,175
|
|
|
2,177
|
|
Debentures
|
8.6
|
%
|
|
2020-2026
|
|
375
|
|
|
525
|
|
Fair value adjustment - Spectra Energy acquisition
|
|
|
|
|
964
|
|
|
1,114
|
|
|
Other
22
|
|
|
|
|
|
(348
|
)
|
|
(312
|
)
|
Total debt
|
|
|
|
|
|
64,610
|
|
|
65,180
|
|
Current maturities
|
|
|
|
|
|
(3,259
|
)
|
|
(2,871
|
)
|
Short-term borrowings
23
|
|
|
|
|
|
(1,024
|
)
|
|
(1,444
|
)
|
Long-term debt
|
|
|
|
|
|
60,327
|
|
|
60,865
|
|
1
|
2018
- US
$4,700 million
;
2017
- US
$4,700 million
.
|
2
|
On December 21, 2018, Enbridge and Enbridge Income Fund (the Fund) completed a transaction to exchange certain series of the Fund's outstanding medium-term notes (Legacy Fund Notes) for an equal principal amount of newly issued medium term notes of Enbridge, having financial terms that are the same as the financial terms of the Fund Notes. See
Debt Exchange
discussion below.
|
3
|
2018
-
$2,400 million
and US
$3,200 million
;
2017
-
$1,650 million
and US
$1,750 million
. For the initial
10 years
, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal the three-month Bankers' Acceptance Rate or London Interbank Offered Rate (LIBOR) plus a margin.
|
4
|
The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
|
5
|
2018
-
$750 million
and US
$1,200 million
;
2017
-
$750 million
and US
$1,200 million
. Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus a margin of 59 basis points or LIBOR plus a margin of
40
or
70
basis points.
|
6
|
2018
-
$1,906 million
and US
$69 million
;
2017
-
$1,593 million
and US
$907 million
.
|
7
|
Primarily capital lease obligations.
|
8
|
2018
- US
$780 million
;
2017
- US
$391 million
.
|
9
|
2018
- US
$4,550 million
;
2017
- US
$5,050 million
.
|
10
|
2018
- US
$400 million
;
2017
- US
$400 million
. Carries an interest rate equal to the three-month LIBOR plus a margin of
379.75
basis points.
|
11
|
2018
- US
$764 million
;
2017
- US
$1,453 million
.
|
12
|
2018
- US
$920 million
;
2017
- US
$963 million
.
|
13
|
Included in medium-term notes is
$100 million
with a maturity date of 2112.
|
14
|
2018
-
$1,905 million
and US
$216 million
;
2017
-
$1,080 million
and US
$286 million
.
|
15
|
2017
- US
$400 million
.
|
16
|
Debt acquired in conjunction with the Merger Transaction
(Note 8)
.
|
17
|
2018
- US
$173 million
;
2017
- US
$1,329 million
.
|
18
|
2018
- US
$110 million
;
2017
- US
$110 million
.
|
19
|
2018
- US
$6,040 million
;
2017
- US
$5,740 million
.
|
20
|
2018
- US
$400 million
;
2017
- US
$400 million
. Carries an interest rate equal to the three-month LIBOR plus a margin of 70 basis points.
|
21
|
2018
- US
$1,512 million
;
2017
- US
$2,254 million
.
|
22
|
Primarily debt discount and debt issue costs.
|
23
|
Weighted average interest rate -
2.3%
;
2017
-
1.4%
.
|
|
|
2018
|
|||||
|
|
Total
|
|
|
|
|
|
December 31,
|
Maturity
|
Facilities
|
|
Draws
1
|
|
Available
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
Enbridge Inc.
|
2019-2023
|
5,751
|
|
2,008
|
|
3,743
|
|
Enbridge (U.S.) Inc.
|
2020
|
1,932
|
|
1,065
|
|
867
|
|
Enbridge Energy Partners, L.P.
2
|
2022
|
2,493
|
|
1,044
|
|
1,449
|
|
Enbridge Gas Distribution Inc.
|
2019-2020
|
1,018
|
|
760
|
|
258
|
|
Enbridge Pipelines Inc.
|
2020
|
3,000
|
|
2,200
|
|
800
|
|
Spectra Energy Partners, LP
3,4
|
2022
|
3,414
|
|
2,065
|
|
1,349
|
|
Union Gas Limited
4
|
2021
|
700
|
|
275
|
|
425
|
|
Total committed credit facilities
|
|
18,308
|
|
9,417
|
|
8,891
|
|
1
|
Includes facility draws, letters of credit and commercial paper issuances that are back-stopped by the credit facility.
|
2
|
Includes $253 million (US$185 million) of facilities that expire in 2020.
|
3
|
Includes $459 million (US$336 million) of facilities that expire in 2021.
|
4
|
Committed credit facilities acquired in conjunction with the Merger Transaction
(Note 8)
.
|
Company
|
Issue Date
|
|
|
Principal Amount
|
|
|
(millions of Canadian dollars unless otherwise stated)
|
|
|
||||
Enbridge Inc.
|
|
|
|
|||
|
March 2018
|
Fixed-to-floating rate subordinated notes due March 2078
1
|
US$850
|
|
||
|
April 2018
|
Fixed-to-floating rate subordinated notes due April 2078
2
|
|
$750
|
|
|
|
April 2018
|
Fixed-to-floating rate subordinated notes due April 2078
3
|
US$600
|
|
||
|
May 2017
|
Floating rate notes due May 2019
4
|
|
$750
|
|
|
|
June 2017
|
3.19% medium-term notes due December 2022
|
|
$450
|
|
|
|
June 2017
|
3.20% medium-term notes due June 2027
|
|
$450
|
|
|
|
June 2017
|
4.57% medium-term notes due March 2044
|
|
$300
|
|
|
|
June 2017
|
Floating rate notes due June 2020
5
|
US$500
|
|
||
|
July 2017
|
2.90% senior notes due July 2022
|
US$700
|
|
||
|
July 2017
|
3.70% senior notes due July 2027
|
US$700
|
|
||
|
July 2017
|
Fixed-to-floating rate subordinated notes due July 2077
6
|
US$1,000
|
|
||
|
September 2017
|
Fixed-to-floating rate subordinated notes due September 2077
7
|
|
$1,000
|
|
|
|
October 2017
|
Fixed-to-floating rate subordinated notes due September 2077
7
|
|
$650
|
|
|
|
October 2017
|
Floating rate notes due January 2020
8
|
US$700
|
|
||
Enbridge Gas Distribution Inc.
|
|
|
|
|||
|
November 2017
|
3.51% medium-term notes due November 2047
|
|
$300
|
|
|
Spectra Energy Partners, LP
|
|
|
|
|||
|
January 2018
|
3.50% senior notes due January 2028
9
|
US$400
|
|
||
|
January 2018
|
4.15% senior notes due January 2048
9
|
US$400
|
|
||
|
June 2017
|
Floating rate notes due June 2020
10
|
US$400
|
|
||
Union Gas Limited
|
|
|
|
|||
|
November 2017
|
2.88% medium-term notes due November 2027
|
|
$250
|
|
|
|
November 2017
|
3.59% medium-term notes due November 2047
|
|
$250
|
|
1
|
Notes mature in
60 years
and are callable on or after year
10
. For the initial
10 years
, the notes carry a fixed interest rate of
6.25%
. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of
364
basis points from years
10
to
30
, and a margin of
439
basis points from years
30
to
60
.
|
2
|
Notes mature in
60 years
and are callable on or after year
10
. For the initial
10 years
, the notes carry a fixed interest rate of
6.625%
. Subsequently, the interest rate will be set to equal the Canadian Dollar Offered Rate plus a margin of
432
basis points from years
10
to
30
, and a margin of
507
basis points from years
30
to
60
.
|
3
|
Notes mature in
60 years
and are callable on or after year
five
. For the initial
five years
, the notes carry a fixed interest rate of
6.375%
. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of
359
basis points from years
five
to
10
, a margin of
384
basis points from years
10
to
25
, and a margin of
459
basis points from years
25
to
60
.
|
4
|
Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus 59 basis points.
|
5
|
Carries an interest rate equal to the three-month LIBOR plus 70 basis points.
|
6
|
Matures in
60 years
and are callable on or after year
10
. For the initial
10 years
, the notes carry a fixed interest rate of
5.5%
. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of
342
basis points from year
10
to
30
, and a margin of
417
basis points from year
30
to
60
.
|
7
|
Matures in
60 years
and are callable on or after year
10
. For the initial
10 years
, the notes carry a fixed interest rate of
5.4%
. Subsequently, the interest rate will be set to equal the three-month Bankers' Acceptance Rate plus a margin of
325
basis points from year
10
to
30
, and a margin of
400
basis points from year
30
to
60
.
|
8
|
Carries an interest rate equal to the three-month LIBOR plus
40
basis points.
|
9
|
Issued through Texas Eastern Transmission, L.P. (Texas Eastern), a wholly-owned operating subsidiary of SEP.
|
10
|
Carries an interest rate equal to the three-month LIBOR plus
70
basis points.
|
Company
|
Retirement/Repayment Date
|
|
|
Principal Amount
|
|
Cash Consideration
1
|
|
|
(millions of Canadian dollars unless otherwise stated)
|
|
|
|
|||||
Enbridge Inc.
|
|
|
|
|
||||
|
March 2017
|
Floating rate notes
|
|
$500
|
|
|
|
April 2017
|
5.60% medium-term notes
|
US$400
|
|
|
|||
|
June 2017
|
Floating rate notes
|
US$500
|
|
|
|||
Enbridge Energy Partners, L.P.
|
|
|
|
|||||
|
April 2018
|
6.50% senior notes
|
US$400
|
|
|
|||
|
October 2018
|
7.00% senior notes
|
US$100
|
|
|
|||
Enbridge Gas Distribution Inc.
|
|
|
|
|
||||
|
April 2017
|
1.85% medium-term notes
|
|
$300
|
|
|
||
|
December 2017
|
5.16% medium-term notes
|
|
$200
|
|
|
||
Enbridge Income Fund
|
|
|
|
|
||||
|
December 2018
|
4.00% medium-term notes
|
|
$125
|
|
|
||
|
June 2017
|
5.00% medium-term notes
|
|
$100
|
|
|
||
|
December 2017
|
2.92% medium-term notes
|
|
$225
|
|
|
||
Enbridge Pipelines (Southern Lights) L.L.C.
|
|
|
|
|||||
|
June and December 2018
|
3.98% medium-term notes due June 2040
|
US$43
|
|
|
|||
|
June and December 2017
|
3.98% medium-term note due June 2040
|
US$37
|
|
|
|||
Enbridge Pipelines Inc.
|
|
|
|
|||||
|
November 2018
|
6.62% medium-term notes
|
|
$170
|
|
|
||
|
November 2018
|
6.62% medium-term notes
|
|
$130
|
|
|
||
Enbridge Southern Lights LP
|
|
|
|
|||||
|
January, July and December 2018
|
4.01% medium-term notes due June 2040
|
|
$27
|
|
|
||
|
June 2017
|
4.01% medium-term notes due June 2040
|
|
$7
|
|
|
||
Midcoast Energy Partners, L.P.
|
|
|
|
|
||||
Redemption
|
|
|
|
|
||||
|
July 2018
2
|
3.56% senior notes due September 2019
|
US$75
|
|
US$76
|
|
||
|
July 2018
2
|
4.04% senior notes due September 2021
|
US$175
|
|
US$182
|
|
||
|
July 2018
2
|
4.42% senior notes due September 2024
|
US$150
|
|
US$161
|
|
||
Spectra Energy Capital, LLC
|
|
|
|
|
||||
Repurchase via Tender Offer
|
|
|
|
|||||
|
March 2018
2
|
6.75% senior unsecured notes due 2032
|
US$64
|
|
US$80
|
|
||
|
March 2018
2
|
7.50% senior unsecured notes due 2038
|
US$43
|
|
US$59
|
|
||
|
July 2017
3
|
Senior notes carrying interest ranging from 3.3% to 7.5% due 2018 to 2038
|
US$761
|
|
US$857
|
|
||
Redemption
|
|
|
|
|
||||
|
March 2018
2
|
5.65% senior unsecured notes due 2020
|
US$163
|
|
US$172
|
|
||
|
March 2018
2
|
3.30% senior unsecured notes due 2023
|
US$498
|
|
US$508
|
|
||
|
July and September 2017
3
|
8.00% senior notes due 2019
|
US$500
|
|
US$581
|
|
||
Repayment
|
|
|
|
|
||||
|
April 2018
|
6.20% senior notes
|
US$272
|
|
|
|||
|
July 2018
|
6.75% senior notes
|
US$118
|
|
|
|||
Spectra Energy Partners, LP
|
|
|
|
|
||||
|
September 2018
|
2.95% senior notes
|
US$500
|
|
|
|||
|
September 2017
|
6.00% senior notes
|
US$400
|
|
|
|||
|
June and December 2017
|
7.39% subordinated secured notes
|
US$12
|
|
|
|||
Union Gas Limited
|
|
|
|
|
||||
|
April 2018
|
5.35% medium-term notes
|
|
$200
|
|
|
||
|
August 2018
|
8.75% debentures
|
|
$125
|
|
|
||
|
October 2018
|
8.65% senior debentures
|
|
$75
|
|
|
||
|
November 2017
|
9.70% debentures
|
|
$125
|
|
|
||
Westcoast Energy Inc.
|
|
|
|
|
||||
|
May and November 2018
|
6.90% senior secured notes due 2019
|
|
$26
|
|
|
||
|
May and November 2018
|
4.34% senior secured notes due 2019
|
|
$9
|
|
|
||
|
September 2018
|
8.50% debenture
|
|
$150
|
|
|
||
|
May and November 2017
|
6.90% senior secured notes due 2019
|
|
$26
|
|
|
||
|
May and November 2017
|
4.34% senior secured notes due 2019
|
|
$24
|
|
|
1
|
Cash consideration disclosed for repayments where the cash paid differs from the principal amount.
|
2
|
The loss on debt extinguishment of
$64 million
(US
$50 million
), net of the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.
|
3
|
The loss on debt extinguishment of
$50 million
(US
$38 million
), net of the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.
|
•
|
Enbridge
4.10%
medium-term notes, due February 22, 2019 issued in exchange for Fund
4.10%
medium-term notes, due February 22, 2019 with a principal amount of
$300 million
;
|
•
|
Enbridge
4.85%
medium-term notes, due November 12, 2020 issued in exchange for Fund
4.85%
medium-term notes, due November 12, 2020 with a principal amount of
$100 million
;
|
•
|
Enbridge
4.85%
medium-term notes, due February 22, 2022 issued in exchange for Fund
4.85%
medium-term notes, due February 22, 2022 with a principal amount of
$200 million
;
|
•
|
Enbridge
3.94%
medium-term notes, due January 13, 2023 issued in exchange for Fund
3.94%
medium-term notes, due January 13, 2023 with a principal amount of
$275 million
;
|
•
|
Enbridge
3.95%
medium-term notes, due November 19, 2024 issued in exchange for Fund
3.95%
medium-term notes, due November 19, 2024 with a principal amount of
$500 million
; and
|
•
|
Enbridge
4.87%
medium-term notes, due November 21, 2044 issued in exchange for Fund
4.87%
medium-term notes, due November 21, 2044 with a principal amount of
$250 million
.
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Debentures and term notes
|
3,011
|
|
3,011
|
|
1,714
|
|
Commercial paper and credit facility draws
|
171
|
|
206
|
|
197
|
|
Amortization of fair value adjustment - Spectra Energy acquisition
|
(131
|
)
|
(270
|
)
|
—
|
|
Capitalized
|
(348
|
)
|
(391
|
)
|
(321
|
)
|
|
2,703
|
|
2,556
|
|
1,590
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Obligations at beginning of year
|
793
|
|
232
|
|
Liabilities acquired
|
—
|
|
546
|
|
Liabilities disposed
|
(13
|
)
|
—
|
|
Liabilities incurred
|
145
|
|
—
|
|
Liabilities settled
|
(21
|
)
|
(22
|
)
|
Change in estimate
|
29
|
|
18
|
|
Foreign currency translation adjustment
|
22
|
|
(12
|
)
|
Accretion expense
|
34
|
|
31
|
|
Obligations at end of year
|
989
|
|
793
|
|
Presented as follows:
|
|
|
||
Accounts payable and other
|
6
|
|
2
|
|
Other long-term liabilities
|
983
|
|
791
|
|
|
989
|
|
793
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Algonquin Gas Transmission, L.L.C
1
|
518
|
|
476
|
|
Enbridge Energy Management, L.L.C.
2
|
—
|
|
34
|
|
Enbridge Energy Partners, L.P.
3
|
—
|
|
138
|
|
Enbridge Gas Distribution Inc.
4
|
—
|
|
100
|
|
Maritimes & Northeast Pipeline, L.L.C
1
|
613
|
|
572
|
|
Renewable energy assets
5
|
1,961
|
|
806
|
|
Spectra Energy Partners, LP
6
|
—
|
|
4,335
|
|
Union Gas Limited
7
|
—
|
|
110
|
|
Westcoast Energy Inc.
8
|
841
|
|
1,005
|
|
Other
9
|
32
|
|
21
|
|
|
3,965
|
|
7,597
|
|
1
|
Represents subsidiaries of SEP and the interests in these subsidiaries held by third parties.
|
2
|
On December 20, 2018, we executed the definitive agreement with EEM and acquired all of the publicly held shares of EEM not already owned by us or our subsidiaries. As at
December 31, 2017
, the balance represented
88.3%
interest in EEM held by public shareholders.
|
3
|
On December 20, 2018, we executed the definitive agreement with EEP and acquired all of the publicly held Class A common units of EEP not already owned by us or our subsidiaries. As at
December 31, 2017
, the balance represented
68.2%
interest in EEP held by public unitholders.
|
4
|
On November 29, 2018, EGD redeemed all of its
four million
cumulative redeemable preferred shares held by third parties. As at
December 31, 2017
, the balance of these preferred shares was
$100 million
.
|
5
|
On August 1, 2018, we closed the sale of
49%
of our interest in the Renewable Assets
(Note 8)
. The remaining balance represents the tax equity investors' interests in Magic Valley, Wildcat, Keechi, New Creek and Chapman Ranch wind facilities, which are accounted for using the HLBV method, with an additional
20.0%
noncontrolling interest in each of the Magic Valley and Wildcat wind facilities held by third parties as at
December 31, 2018
and
2017
.
|
6
|
On December 17, 2018, we closed the definitive agreement with SEP and acquired all of the publicly listed common units of SEP not already owned by us or our subsidiaries. As at
December 31, 2017
, the balance represented
25.7%
interest in SEP held by public unitholders.
|
7
|
On November 29, 2018, Union Gas redeemed all of its
four million
cumulative redeemable preferred shares held by third parties. As at
December 31, 2017
, the balance of these preferred shares was
$110 million
.
|
8
|
Represents the
16.6 million
cumulative redeemable preferred shares and
12 million
cumulative first preferred shares as at
December 31, 2018
and 2017 held by third parties in Westcoast Energy Inc., and the
22.0%
interest in Maritimes & Northeast Pipeline Limited Partnership held by third parties as at
December 31, 2018
and 2017.
|
9
|
Represents subsidiary of EEP and the interests in this subsidiary held by third parties.
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Balance at beginning of year
|
4,067
|
|
3,392
|
|
2,141
|
|
Earnings attributable to redeemable noncontrolling interests
|
117
|
|
175
|
|
268
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|||
Change in unrealized loss on cash flow hedges
|
3
|
|
(21
|
)
|
(17
|
)
|
Other comprehensive loss from equity investees
|
14
|
|
—
|
|
—
|
|
Reclassification to earnings of loss on cash flow hedges
|
—
|
|
57
|
|
9
|
|
Foreign currency translation adjustments
|
4
|
|
(6
|
)
|
(3
|
)
|
Other comprehensive income/(loss), net of tax
|
21
|
|
30
|
|
(11
|
)
|
Distributions to unitholders
|
(300
|
)
|
(247
|
)
|
(202
|
)
|
Contributions from unitholders
|
70
|
|
1,178
|
|
591
|
|
Modified retrospective adoption of accounting standard
(note 3)
|
(38
|
)
|
—
|
|
—
|
|
Net dilution gain/(loss)
|
76
|
|
(169
|
)
|
(81
|
)
|
Redemption value adjustment
|
456
|
|
(292
|
)
|
686
|
|
Sponsored vehicle buy-in
1
|
(4,469
|
)
|
—
|
|
—
|
|
Balance at end of year
|
—
|
|
4,067
|
|
3,392
|
|
|
2018
|
2017
|
2016
|
|||||||||
|
Number
|
|
|
Number
|
|
|
Number
|
|
|
|||
December 31,
|
of Shares
|
|
Amount
|
|
of Shares
|
|
Amount
|
|
of Shares
|
|
Amount
|
|
(millions of Canadian dollars; number of shares in millions)
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
1,695
|
|
50,737
|
|
943
|
|
10,492
|
|
868
|
|
7,391
|
|
Common shares issued
1
|
—
|
|
—
|
|
33
|
|
1,500
|
|
56
|
|
2,241
|
|
Common shares issued in Merger Transaction
(Note 8)
|
—
|
|
—
|
|
691
|
|
37,429
|
|
—
|
|
—
|
|
Common shares issued in Sponsored Vehicle buy-in (SEP)
(Note 20)
|
91
|
|
3,888
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Common shares issued in Sponsored Vehicle buy-in (EEP)
(Note 20)
|
72
|
|
3,042
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Common shares issued in Sponsored Vehicle buy-in (EEM)
(Note 20)
|
30
|
|
1,267
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Common shares issued in Sponsored Vehicle buy-in (ENF)
(Note 20)
|
104
|
|
4,530
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Dividend Reinvestment and Share Purchase Plan
|
28
|
|
1,181
|
|
25
|
|
1,226
|
|
16
|
|
795
|
|
Shares issued on exercise of stock options
|
2
|
|
32
|
|
3
|
|
90
|
|
3
|
|
65
|
|
Balance at end of year
|
2,022
|
|
64,677
|
|
1,695
|
|
50,737
|
|
943
|
|
10,492
|
|
|
2018
|
2017
|
2016
|
|||||||||
|
Number
|
|
|
Number
|
|
|
Number
|
|
|
|||
December 31,
|
of Shares
|
|
Amount
|
|
of Shares
|
|
Amount
|
|
of Shares
|
|
Amount
|
|
(millions of Canadian dollars; number of shares in millions)
|
|
|
|
|
|
|
||||||
Preference Shares, Series A
|
5
|
|
125
|
|
5
|
|
125
|
|
5
|
|
125
|
|
Preference Shares, Series B
|
18
|
|
457
|
|
18
|
|
457
|
|
20
|
|
500
|
|
Preference Shares, Series C
|
2
|
|
43
|
|
2
|
|
43
|
|
—
|
|
—
|
|
Preference Shares, Series D
|
18
|
|
450
|
|
18
|
|
450
|
|
18
|
|
450
|
|
Preference Shares, Series F
|
20
|
|
500
|
|
20
|
|
500
|
|
20
|
|
500
|
|
Preference Shares, Series H
|
14
|
|
350
|
|
14
|
|
350
|
|
14
|
|
350
|
|
Preference Shares, Series J
|
8
|
|
199
|
|
8
|
|
199
|
|
8
|
|
199
|
|
Preference Shares, Series L
|
16
|
|
411
|
|
16
|
|
411
|
|
16
|
|
411
|
|
Preference Shares, Series N
|
18
|
|
450
|
|
18
|
|
450
|
|
18
|
|
450
|
|
Preference Shares, Series P
|
16
|
|
400
|
|
16
|
|
400
|
|
16
|
|
400
|
|
Preference Shares, Series R
|
16
|
|
400
|
|
16
|
|
400
|
|
16
|
|
400
|
|
Preference Shares, Series 1
|
16
|
|
411
|
|
16
|
|
411
|
|
16
|
|
411
|
|
Preference Shares, Series 3
|
24
|
|
600
|
|
24
|
|
600
|
|
24
|
|
600
|
|
Preference Shares, Series 5
|
8
|
|
206
|
|
8
|
|
206
|
|
8
|
|
206
|
|
Preference Shares, Series 7
|
10
|
|
250
|
|
10
|
|
250
|
|
10
|
|
250
|
|
Preference Shares, Series 9
|
11
|
|
275
|
|
11
|
|
275
|
|
11
|
|
275
|
|
Preference Shares, Series 11
|
20
|
|
500
|
|
20
|
|
500
|
|
20
|
|
500
|
|
Preference Shares, Series 13
|
14
|
|
350
|
|
14
|
|
350
|
|
14
|
|
350
|
|
Preference Shares, Series 15
|
11
|
|
275
|
|
11
|
|
275
|
|
11
|
|
275
|
|
Preference Shares, Series 17
|
30
|
|
750
|
|
30
|
|
750
|
|
30
|
|
750
|
|
Preference Shares, Series 19
|
20
|
|
500
|
|
20
|
|
500
|
|
—
|
|
—
|
|
Issuance costs
|
|
(155
|
)
|
|
(155
|
)
|
|
(147
|
)
|
|||
Balance at end of year
|
|
|
7,747
|
|
|
7,747
|
|
|
7,255
|
|
|
Dividend Rate
|
|
Dividend
1
|
|
Per Share Base
Redemption
Value
2
|
Redemption and
Conversion
Option Date
2,3
|
|
Right to
Convert
Into
3,4
|
|
(Canadian dollars unless otherwise stated)
|
|
|
|
|
|||||
Preference Shares, Series A
|
5.50
|
%
|
$1.37500
|
$25
|
—
|
|
—
|
|
|
Preference Shares, Series B
|
3.42
|
%
|
$0.85360
|
$25
|
June 1, 2022
|
|
Series C
|
|
|
Preference Shares, Series C
5
|
3-month treasury bill plus 2.40%
|
|
—
|
|
$25
|
June 1, 2022
|
|
Series B
|
|
Preference Shares, Series D
6
|
4.46
|
%
|
$1.11500
|
$25
|
March 1, 2023
|
|
Series E
|
|
|
Preference Shares, Series F
6
|
4.69
|
%
|
$1.17225
|
$25
|
June 1, 2023
|
|
Series G
|
|
|
Preference Shares, Series H
6
|
4.38
|
%
|
$1.09400
|
$25
|
September 1, 2023
|
|
Series I
|
|
|
Preference Shares, Series J
|
4.89
|
%
|
US$1.22160
|
US$25
|
June 1, 2022
|
|
Series K
|
|
|
Preference Shares, Series L
|
4.96
|
%
|
US$1.23972
|
US$25
|
September 1, 2022
|
|
Series M
|
|
|
Preference Shares, Series N
6
|
5.09
|
%
|
$1.27150
|
$25
|
December 1, 2023
|
|
Series O
|
|
|
Preference Shares, Series P
|
4.00
|
%
|
$1.00000
|
$25
|
March 1, 2019
|
|
Series Q
|
|
|
Preference Shares, Series R
|
4.00
|
%
|
$1.00000
|
$25
|
June 1, 2019
|
|
Series S
|
|
|
Preference Shares, Series 1
6
|
5.95
|
%
|
US$1.48728
|
US$25
|
June 1, 2023
|
|
Series 2
|
|
|
Preference Shares, Series 3
|
4.00
|
%
|
$1.00000
|
$25
|
September 1, 2019
|
|
Series 4
|
|
|
Preference Shares, Series 5
|
4.40
|
%
|
US$1.10000
|
US$25
|
March 1, 2019
|
|
Series 6
|
|
|
Preference Shares, Series 7
|
4.40
|
%
|
$1.10000
|
$25
|
March 1, 2019
|
|
Series 8
|
|
|
Preference Shares, Series 9
|
4.40
|
%
|
$1.10000
|
$25
|
December 1, 2019
|
|
Series 10
|
|
|
Preference Shares, Series 11
|
4.40
|
%
|
$1.10000
|
$25
|
March 1, 2020
|
|
Series 12
|
|
|
Preference Shares, Series 13
|
4.40
|
%
|
$1.10000
|
$25
|
June 1, 2020
|
|
Series 14
|
|
|
Preference Shares, Series 15
|
4.40
|
%
|
$1.10000
|
$25
|
September 1, 2020
|
|
Series 16
|
|
|
Preference Shares, Series 17
|
5.15
|
%
|
$1.28750
|
$25
|
March 1, 2022
|
|
Series 18
|
|
|
Preference Shares, Series 19
|
4.90
|
%
|
$1.22500
|
$25
|
March 1, 2023
|
|
Series 20
|
|
1
|
The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board of Directors. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every
five years
beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every
five years
, will not be less than
5.15%
and
4.90%
, respectively.
No
other series of Preference Shares has this feature.
|
2
|
Series A Preference Shares may be redeemed any time at our option. For all other series of Preference Shares, we, may at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
|
3
|
The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a
one
-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.
|
4
|
With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to:
$25
x (number of days in quarter/
365
) x
90
day Government of Canada treasury bill rate +
2.4%
(Series C),
2.4%
(Series E),
2.5%
(Series G),
2.1%
(Series I),
2.7%
(Series O),
2.5%
(Series Q),
2.5%
(Series S),
2.4%
(Series 4),
2.6%
(Series 8),
2.7%
(Series 10),
2.6%
(Series 12),
2.7%
(Series 14),
2.7%
(Series 16),
4.1%
(Series 18) or
3.2%
(Series 20); or US
$25
x (number of days in quarter/
365
) x
three
-month United States Government treasury bill rate +
3.1%
(Series K),
3.2%
(Series M),
3.1%
(Series 2) or
2.8%
(Series 6).
|
5
|
The floating quarterly dividend amount for the Series C Preference Shares was increased to
$0.22685
from
$0.20342
on March 1, 2018, was increased to
$0.22748
from
$0.22685
on June 1, 2018, was increased to
$0.23934
from
$0.22748
on September 1, 2018 and was increased to
$0.25459
from
$0.23934
on December 1, 2018, due to reset on a quarterly basis following the issuance thereof.
|
6
|
No Series D, F, H, N, or 1 Preference shares were converted on the March 1, 2018, June 1, 2018, September 1, 2018, December 1, 2018 or June 1, 2018 conversion option dates, respectively. However, the quarterly dividend amounts for Series D, F, H, N, and 1, were increased to
$0.27875
from
$0.25000
on March 1, 2018,
$0.29306
from
$0.25000
on June 1, 2018,
$0.27350
from
$0.25000
on September 1, 2018,
$0.31788
from
$0.25000
on December 1, 2018 and US
$0.37182
from US
$0.25000
on June 1, 2018, respectively, due to reset on every fifth anniversary thereafter.
|
December 31, 2018
|
Number
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
Aggregate
Intrinsic
Value
|
|
(options in thousands; intrinsic value in millions of Canadian dollars)
|
|
|
|
|
|
|
|
Options outstanding at beginning of year
|
34,366
|
|
45.41
|
|
|
|
|
Options granted
|
5,775
|
|
32.32
|
|
|
|
|
Options exercised
1
|
(2,519
|
)
|
27.11
|
|
|
|
|
Options cancelled or expired
|
(3,235
|
)
|
44.11
|
|
|
|
|
Options outstanding at end of year
|
34,387
|
|
43.47
|
|
6.1
|
108
|
|
Options vested at end of year
2
|
21,064
|
|
43.48
|
|
4.7
|
84
|
|
1
|
The total intrinsic value of ISOs exercised during the years ended
December 31, 2018
,
2017
and
2016
was
$42 million
,
$62 million
and
$123 million
, respectively, and cash received on exercise was
$15 million
,
$17 million
and
$37 million
, respectively.
|
2
|
The total fair value of ISOs vested during the years ended
December 31, 2018
,
2017
and
2016
was
$36 million
,
$44 million
and
$36 million
, respectively.
|
1
|
Options granted to United States employees are based on NYSE prices. The option value and assumptions shown are based on a weighted average of the United States and the Canadian options. The fair values per option for the years ended
December 31, 2018
,
2017
and
2016
were
$3.75
,
$5.66
and
$7.01
, respectively, for Canadian employees and US
$3.30
, US
$5.72
and US
$6.60
, respectively, for United States employees.
|
2
|
The expected option term is
six years
based on historical exercise practice and
three years
for retirement eligible employees.
|
3
|
Expected volatility is determined with reference to historic daily share price volatility and consideration of the implied volatility observable in call option values near the grant date.
|
4
|
The expected dividend yield is the current annual dividend at the grant date divided by the current stock price.
|
5
|
The risk-free interest rate is based on the Government of Canada’s Canadian Bond Yields and the United States Treasury Bond Yields.
|
December 31, 2018
|
Number
|
|
Weighted
Average
Remaining
Contractual Life
(years)
|
Aggregate
Intrinsic Value
|
|
(units in thousands; intrinsic value in millions of Canadian dollars)
|
|
|
|
||
Units outstanding at beginning of year
|
1,693
|
|
|
|
|
Units granted
|
542
|
|
|
|
|
Units cancelled
|
(191
|
)
|
|
|
|
Units matured
1
|
(971
|
)
|
|
|
|
Dividend reinvestment
|
140
|
|
|
|
|
Units outstanding at end of year
|
1,213
|
|
1.3
|
52
|
|
1
|
The total amount paid during the years ended
December 31, 2018
,
2017
and
2016
for RSUs was
$41 million
,
$39 million
and
$56 million
, respectively.
|
|
Cash Flow
Hedges
|
|
Net
Investment
Hedges
|
|
Cumulative
Translation
Adjustment
|
|
Equity
Investees
|
|
Pension and
OPEB
Adjustment
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2018
|
(644
|
)
|
(139
|
)
|
77
|
|
10
|
|
(277
|
)
|
(973
|
)
|
Other comprehensive income/(loss) retained in AOCI
|
(244
|
)
|
(509
|
)
|
4,301
|
|
16
|
|
(85
|
)
|
3,479
|
|
Other comprehensive (income)/loss reclassified to earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
1
|
157
|
|
—
|
|
—
|
|
—
|
|
—
|
|
157
|
|
Commodity contracts
2
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
Foreign exchange contracts
3
|
7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
Other contracts
4
|
22
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22
|
|
Amortization of pension and OPEB actuarial loss and prior service costs
5
|
—
|
|
—
|
|
—
|
|
—
|
|
16
|
|
16
|
|
|
(59
|
)
|
(509
|
)
|
4,301
|
|
16
|
|
(69
|
)
|
3,680
|
|
Tax impact
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on amounts retained in AOCI
|
57
|
|
50
|
|
—
|
|
8
|
|
33
|
|
148
|
|
Income tax on amounts reclassified to earnings
|
(37
|
)
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
(41
|
)
|
|
20
|
|
50
|
|
—
|
|
8
|
|
29
|
|
107
|
|
Sponsored Vehicles buy-in
6
|
(87
|
)
|
—
|
|
(55
|
)
|
—
|
|
—
|
|
(142
|
)
|
Balance at December 31, 2018
|
(770
|
)
|
(598
|
)
|
4,323
|
|
34
|
|
(317
|
)
|
2,672
|
|
|
Cash Flow
Hedges
|
|
Net
Investment
Hedges
|
|
Cumulative
Translation
Adjustment
|
|
Equity
Investees
|
|
Pension and
OPEB
Adjustment
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Balance at January 1, 2017
|
(746
|
)
|
(629
|
)
|
2,700
|
|
37
|
|
(304
|
)
|
1,058
|
|
Other comprehensive income/(loss) retained in AOCI
|
1
|
|
478
|
|
(2,623
|
)
|
(11
|
)
|
18
|
|
(2,137
|
)
|
Other comprehensive (income)/loss reclassified to earnings
|
|
|
|
|
|
|
||||||
Interest rate contracts
1
|
207
|
|
—
|
|
—
|
|
—
|
|
—
|
|
207
|
|
Commodity contracts
2
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
Foreign exchange contracts
3
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
Other contracts
4
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
Amortization of pension and OPEB actuarial loss and prior service costs
5
|
—
|
|
—
|
|
—
|
|
—
|
|
41
|
|
41
|
|
|
189
|
|
478
|
|
(2,623
|
)
|
(11
|
)
|
59
|
|
(1,908
|
)
|
Tax impact
|
|
|
|
|
|
|
||||||
Income tax on amounts retained in AOCI
|
(16
|
)
|
12
|
|
—
|
|
(16
|
)
|
(10
|
)
|
(30
|
)
|
Income tax on amounts reclassified to earnings
|
(71
|
)
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
(93
|
)
|
|
(87
|
)
|
12
|
|
—
|
|
(16
|
)
|
(32
|
)
|
(123
|
)
|
Balance at December 31, 2017
|
(644
|
)
|
(139
|
)
|
77
|
|
10
|
|
(277
|
)
|
(973
|
)
|
|
Cash Flow
Hedges
|
|
Net
Investment
Hedges
|
|
Cumulative
Translation
Adjustment
|
|
Equity
Investees
|
|
Pension and
OPEB
Adjustment
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Balance at January 1, 2016
|
(688
|
)
|
(795
|
)
|
3,365
|
|
37
|
|
(287
|
)
|
1,632
|
|
Other comprehensive income/(loss) retained in AOCI
|
(216
|
)
|
171
|
|
(665
|
)
|
(5
|
)
|
(45
|
)
|
(760
|
)
|
Other comprehensive (income)/loss reclassified to earnings
|
|
|
|
|
|
|
||||||
Interest rate contracts
1
|
147
|
|
—
|
|
—
|
|
—
|
|
—
|
|
147
|
|
Commodity contracts
2
|
(11
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(11
|
)
|
Foreign exchange contracts
3
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
Other contracts
4
|
(18
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(18
|
)
|
Amortization of pension and OPEB actuarial loss and prior service costs
5
|
—
|
|
—
|
|
—
|
|
—
|
|
21
|
|
21
|
|
|
(97
|
)
|
171
|
|
(665
|
)
|
(5
|
)
|
(24
|
)
|
(620
|
)
|
Tax impact
|
|
|
|
|
|
|
||||||
Income tax on amounts retained in AOCI
|
91
|
|
(5
|
)
|
—
|
|
5
|
|
11
|
|
102
|
|
Income tax on amounts reclassified to earnings
|
(52
|
)
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
(56
|
)
|
|
39
|
|
(5
|
)
|
—
|
|
5
|
|
7
|
|
46
|
|
Balance at December 31, 2016
|
(746
|
)
|
(629
|
)
|
2,700
|
|
37
|
|
(304
|
)
|
1,058
|
|
1
|
Reported within Interest expense in the Consolidated Statements of Earnings.
|
2
|
Reported within Commodity costs in the Consolidated Statements of Earnings.
|
3
|
Reported within Other income/(expense) in the Consolidated Statements of Earnings.
|
4
|
Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
5
|
These components are included in the computation of net benefit costs and are reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
6
|
Represents the historical noncontrolling interests and redeemable noncontrolling interests related to the Sponsored Vehicles reclassified to AOCI, upon the completion of the buy-in.
|
December 31, 2018
|
Derivative
Instruments
Used as
Cash Flow Hedges
|
|
Derivative
Instruments
Used as Net
Investment Hedges
|
|
Derivative
Instruments Used as Fair Value Hedges |
|
Non-
Qualifying
Derivative Instruments
|
|
Total Gross
Derivative
Instruments as Presented
|
|
Amounts
Available for Offset
|
|
Total Net
Derivative Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
—
|
|
—
|
|
47
|
|
47
|
|
(37
|
)
|
10
|
|
Interest rate contracts
|
22
|
|
—
|
|
—
|
|
—
|
|
22
|
|
(2
|
)
|
20
|
|
Commodity contracts
|
2
|
|
—
|
|
—
|
|
427
|
|
429
|
|
(114
|
)
|
315
|
|
|
24
|
|
—
|
|
—
|
|
474
|
|
498
|
|
(153
|
)
|
345
|
|
Deferred amounts and other assets
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
23
|
|
—
|
|
—
|
|
39
|
|
62
|
|
(39
|
)
|
23
|
|
Interest rate contracts
|
5
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
Commodity contracts
|
19
|
|
—
|
|
—
|
|
33
|
|
52
|
|
(21
|
)
|
31
|
|
|
47
|
|
—
|
|
—
|
|
72
|
|
119
|
|
(60
|
)
|
59
|
|
Accounts payable and other
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
(5
|
)
|
—
|
|
—
|
|
(610
|
)
|
(615
|
)
|
37
|
|
(578
|
)
|
Interest rate contracts
|
(163
|
)
|
—
|
|
—
|
|
(178
|
)
|
(341
|
)
|
2
|
|
(339
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(273
|
)
|
(273
|
)
|
114
|
|
(159
|
)
|
Other contracts
|
(1
|
)
|
—
|
|
—
|
|
(4
|
)
|
(5
|
)
|
—
|
|
(5
|
)
|
|
(169
|
)
|
—
|
|
—
|
|
(1,065
|
)
|
(1,234
|
)
|
153
|
|
(1,081
|
)
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
(1
|
)
|
(15
|
)
|
—
|
|
(2,196
|
)
|
(2,212
|
)
|
39
|
|
(2,173
|
)
|
Interest rate contracts
|
(201
|
)
|
—
|
|
—
|
|
—
|
|
(201
|
)
|
—
|
|
(201
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(178
|
)
|
(178
|
)
|
21
|
|
(157
|
)
|
Other contracts
|
(1
|
)
|
—
|
|
—
|
|
(1
|
)
|
(2
|
)
|
—
|
|
(2
|
)
|
|
(203
|
)
|
(15
|
)
|
—
|
|
(2,375
|
)
|
(2,593
|
)
|
60
|
|
(2,533
|
)
|
Total net derivative asset/(liability)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
17
|
|
(15
|
)
|
—
|
|
(2,720
|
)
|
(2,718
|
)
|
—
|
|
(2,718
|
)
|
Interest rate contracts
|
(337
|
)
|
—
|
|
—
|
|
(178
|
)
|
(515
|
)
|
—
|
|
(515
|
)
|
Commodity contracts
|
21
|
|
—
|
|
—
|
|
9
|
|
30
|
|
—
|
|
30
|
|
Other contracts
|
(2
|
)
|
—
|
|
—
|
|
(5
|
)
|
(7
|
)
|
—
|
|
(7
|
)
|
|
(301
|
)
|
(15
|
)
|
—
|
|
(2,894
|
)
|
(3,210
|
)
|
—
|
|
(3,210
|
)
|
December 31, 2017
|
Derivative
Instruments Used as Cash Flow Hedges |
|
Derivative
Instruments Used as Net Investment Hedges |
|
Derivative
Instruments
Used as Fair Value Hedges
|
|
Non-
Qualifying Derivative Instruments |
|
Total Gross
Derivative Instruments as Presented |
|
Amounts
Available for Offset |
|
Total Net
Derivative Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
1
|
|
4
|
|
—
|
|
138
|
|
143
|
|
(83
|
)
|
60
|
|
Interest rate contracts
|
6
|
|
—
|
|
2
|
|
—
|
|
8
|
|
(3
|
)
|
5
|
|
Commodity contracts
|
2
|
|
—
|
|
—
|
|
143
|
|
145
|
|
(64
|
)
|
81
|
|
|
9
|
|
4
|
|
2
|
|
281
|
|
296
|
|
(150
|
)
|
146
|
|
Deferred amounts and other assets
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
1
|
|
1
|
|
—
|
|
143
|
|
145
|
|
(125
|
)
|
20
|
|
Interest rate contracts
|
7
|
|
—
|
|
6
|
|
—
|
|
13
|
|
(2
|
)
|
11
|
|
Commodity contracts
|
17
|
|
—
|
|
—
|
|
6
|
|
23
|
|
(19
|
)
|
4
|
|
|
25
|
|
1
|
|
6
|
|
149
|
|
181
|
|
(146
|
)
|
35
|
|
Accounts payable and other
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
(5
|
)
|
(42
|
)
|
—
|
|
(312
|
)
|
(359
|
)
|
83
|
|
(276
|
)
|
Interest rate contracts
|
(140
|
)
|
—
|
|
(6
|
)
|
(183
|
)
|
(329
|
)
|
3
|
|
(326
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(439
|
)
|
(439
|
)
|
64
|
|
(375
|
)
|
Other contracts
|
(1
|
)
|
—
|
|
—
|
|
(2
|
)
|
(3
|
)
|
—
|
|
(3
|
)
|
|
(146
|
)
|
(42
|
)
|
(6
|
)
|
(936
|
)
|
(1,130
|
)
|
150
|
|
(980
|
)
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange contracts
|
(4
|
)
|
(9
|
)
|
—
|
|
(1,299
|
)
|
(1,312
|
)
|
125
|
|
(1,187
|
)
|
Interest rate contracts
|
(38
|
)
|
—
|
|
(2
|
)
|
—
|
|
(40
|
)
|
2
|
|
(38
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(186
|
)
|
(186
|
)
|
19
|
|
(167
|
)
|
Other contracts
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
(43
|
)
|
(9
|
)
|
(2
|
)
|
(1,485
|
)
|
(1,539
|
)
|
146
|
|
(1,393
|
)
|
Total net derivative asset/(liability)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
(7
|
)
|
(46
|
)
|
—
|
|
(1,330
|
)
|
(1,383
|
)
|
—
|
|
(1,383
|
)
|
Interest rate contracts
|
(165
|
)
|
—
|
|
—
|
|
(183
|
)
|
(348
|
)
|
—
|
|
(348
|
)
|
Commodity contracts
|
19
|
|
—
|
|
—
|
|
(476
|
)
|
(457
|
)
|
—
|
|
(457
|
)
|
Other contracts
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
(4
|
)
|
—
|
|
(4
|
)
|
|
(155
|
)
|
(46
|
)
|
—
|
|
(1,991
|
)
|
(2,192
|
)
|
—
|
|
(2,192
|
)
|
|
2018
|
|
2017
|
|
|
|||||||||||
As at December 31,
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
|
Total
|
|
|
Foreign exchange contracts - United States dollar forwards - purchase
(millions of United States dollars)
|
925
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
759
|
|
|
Foreign exchange contracts - United States dollar forwards - sell
(millions of United States dollars)
|
4,969
|
|
4,893
|
|
3,608
|
|
1,944
|
|
1,804
|
|
1,857
|
|
|
16,167
|
|
|
Foreign exchange contracts - British pound (GBP) forwards - purchase
(millions of GBP)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
18
|
|
|
Foreign exchange contracts - GBP forwards - sell
(millions of GBP)
|
89
|
|
25
|
|
27
|
|
28
|
|
29
|
|
120
|
|
|
318
|
|
|
Foreign exchange contracts - Euro forwards - purchase
(millions of Euro)
|
226
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
655
|
|
|
Foreign exchange contracts - Euro forwards - sell
(millions of Euro)
|
—
|
|
23
|
|
94
|
|
94
|
|
92
|
|
606
|
|
|
1,262
|
|
|
Foreign exchange contracts - Japanese yen forwards - purchase
(millions of yen)
|
32,662
|
|
—
|
|
—
|
|
20,000
|
|
—
|
|
—
|
|
|
52,662
|
|
|
Interest rate contracts - short-term pay fixed rate
(millions of Canadian dollars)
|
8,616
|
|
6,243
|
|
4,188
|
|
412
|
|
49
|
|
156
|
|
|
7,138
|
|
|
Interest rate contracts - long-term receive fixed rate
(millions of Canadian dollars)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,196
|
|
|
Interest rate contracts - long-term pay fixed rate
(millions of Canadian dollars)
|
3,777
|
|
3,185
|
|
1,596
|
|
—
|
|
—
|
|
—
|
|
|
5,402
|
|
|
Equity contracts
(millions of Canadian dollars)
|
35
|
|
20
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
90
|
|
|
Commodity contracts - natural gas
(billions of cubic feet)
|
(141
|
)
|
(16
|
)
|
(6
|
)
|
(4
|
)
|
—
|
|
—
|
|
|
(159
|
)
|
|
Commodity contracts - crude oil
(millions of barrels)
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(3
|
)
|
|
Commodity contracts - NGL
(millions of barrels)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(12
|
)
|
|
Commodity contracts - power
(megawatt per hour (MW/H))
|
64
|
|
66
|
|
(3
|
)
|
(43
|
)
|
(43
|
)
|
(43
|
)
|
1
|
(43
|
)
|
2
|
1
|
As at
December 31, 2018
, thereafter includes an average net purchase/(sell) of power of (43) MW/H for 2024 through 2025.
|
2
|
As at December 31, 2017, thereafter includes an average net purchase/(sell) of power of (43) MW/H for 2023 through 2025.
|
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Amount of unrealized gain/(loss) recognized in OCI
|
|
|
|
|
|
|
Cash flow hedges
|
|
|
|
|
|
|
Foreign exchange contracts
|
19
|
|
(5
|
)
|
(19
|
)
|
Interest rate contracts
|
(190
|
)
|
6
|
|
(90
|
)
|
Commodity contracts
|
2
|
|
11
|
|
14
|
|
Other contracts
|
(3
|
)
|
1
|
|
39
|
|
Net investment hedges
|
|
|
|
|
|
|
Foreign exchange contracts
|
31
|
|
284
|
|
22
|
|
|
(141
|
)
|
297
|
|
(34
|
)
|
Amount of (gain)/loss reclassified from AOCI to earnings
(effective portion)
|
|
|
|
|
|
|
Foreign exchange contracts
1
|
5
|
|
(104
|
)
|
2
|
|
Interest rate contracts
2,3
|
161
|
|
388
|
|
145
|
|
Commodity contracts
4
|
(1
|
)
|
(9
|
)
|
(12
|
)
|
Other contracts
5
|
3
|
|
8
|
|
(29
|
)
|
|
168
|
|
283
|
|
106
|
|
Amount of (gain)/loss reclassified from AOCI to earnings
(ineffective portion and amount excluded from effectiveness testing)
|
|
|
|
|
|
|
Interest rate contracts
2, 3
|
23
|
|
(4
|
)
|
61
|
|
|
23
|
|
(4
|
)
|
61
|
|
1
|
Reported within Transportation and other services revenues and Other income/(expense) in the Consolidated Statements of Earnings.
|
2
|
Reported within Interest expense in the Consolidated Statements of Earnings.
|
3
|
For the year ended December 31, 2017, includes settlements of
$296 million
loss related to the termination of long-term interest rate swaps as not highly probable to issue long-term debt.
|
4
|
Reported within Transportation and other services revenues, Commodity sales revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
|
5
|
Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
Year ended December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Unrealized gain/(loss) on derivative
|
7
|
|
(10
|
)
|
Unrealized gain/(loss) on hedged item
|
1
|
|
11
|
|
Realized gain/(loss) on derivative
|
(8
|
)
|
2
|
|
Realized gain/(loss) on hedged item
|
(1
|
)
|
(2
|
)
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Foreign exchange contracts
1
|
(1,390
|
)
|
1,284
|
|
935
|
|
Interest rate contracts
2
|
5
|
|
157
|
|
73
|
|
Commodity contracts
3
|
485
|
|
(199
|
)
|
(508
|
)
|
Other contracts
4
|
(3
|
)
|
—
|
|
9
|
|
Total unrealized derivative fair value gain/(loss), net
|
(903
|
)
|
1,242
|
|
509
|
|
1
|
For the respective annual periods, reported within Transportation and other services revenues (
2018
-
$1,108 million
loss;
2017
-
$800 million
gain;
2016
-
$497 million
gain) and Other income/(expense) (
2018
-
$282 million
loss;
2017
-
$484 million
gain;
2016
-
$438 million
gain) in the Consolidated Statements of Earnings.
|
2
|
Reported as an (increase)/decrease within Interest expense in the Consolidated Statements of Earnings.
|
3
|
For the respective annual periods, reported within Transportation and other services revenues (
2018
-
$66 million
gain;
2017
-
$104 million
loss;
2016
-
$52 million
loss), Commodity sales (
2018
-
$599 million
gain;
2017
-
$90 million
gain;
2016
-
$474 million
loss), Commodity costs (
2018
-
$193 million
loss;
2017
-
$223 million
loss;
2016
-
$38 million
gain) and Operating and administrative expense (
2018
-
$13 million
gain;
2017
-
$38 million
gain;
2016
-
$20 million
loss) in the Consolidated Statements of Earnings.
|
4
|
Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
Canadian financial institutions
|
28
|
|
82
|
|
United States financial institutions
|
107
|
|
19
|
|
European financial institutions
|
84
|
|
145
|
|
Asian financial institutions
|
6
|
|
2
|
|
Other
1
|
337
|
|
137
|
|
|
562
|
|
385
|
|
1
|
Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gross Derivative Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
Current derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
47
|
|
—
|
|
47
|
|
Interest rate contracts
|
—
|
|
22
|
|
—
|
|
22
|
|
Commodity contracts
|
24
|
|
45
|
|
360
|
|
429
|
|
|
24
|
|
114
|
|
360
|
|
498
|
|
Long-term derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
62
|
|
—
|
|
62
|
|
Interest rate contracts
|
—
|
|
5
|
|
—
|
|
5
|
|
Commodity contracts
|
—
|
|
30
|
|
22
|
|
52
|
|
|
—
|
|
97
|
|
22
|
|
119
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Current derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(615
|
)
|
—
|
|
(615
|
)
|
Interest rate contracts
|
—
|
|
(341
|
)
|
—
|
|
(341
|
)
|
Commodity contracts
|
(7
|
)
|
(28
|
)
|
(238
|
)
|
(273
|
)
|
Other contracts
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
|
(7
|
)
|
(989
|
)
|
(238
|
)
|
(1,234
|
)
|
Long-term derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(2,212
|
)
|
—
|
|
(2,212
|
)
|
Interest rate contracts
|
—
|
|
(201
|
)
|
—
|
|
(201
|
)
|
Commodity contracts
|
—
|
|
(23
|
)
|
(155
|
)
|
(178
|
)
|
Other contracts
|
—
|
|
(2
|
)
|
—
|
|
(2
|
)
|
|
—
|
|
(2,438
|
)
|
(155
|
)
|
(2,593
|
)
|
Total net financial asset/(liability)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(2,718
|
)
|
—
|
|
(2,718
|
)
|
Interest rate contracts
|
—
|
|
(515
|
)
|
—
|
|
(515
|
)
|
Commodity contracts
|
17
|
|
24
|
|
(11
|
)
|
30
|
|
Other contracts
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
|
17
|
|
(3,216
|
)
|
(11
|
)
|
(3,210
|
)
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gross Derivative Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
Current derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
143
|
|
—
|
|
143
|
|
Interest rate contracts
|
—
|
|
8
|
|
—
|
|
8
|
|
Commodity contracts
|
1
|
|
30
|
|
114
|
|
145
|
|
|
1
|
|
181
|
|
114
|
|
296
|
|
Long-term derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
145
|
|
—
|
|
145
|
|
Interest rate contracts
|
—
|
|
13
|
|
—
|
|
13
|
|
Commodity contracts
|
—
|
|
2
|
|
21
|
|
23
|
|
|
—
|
|
160
|
|
21
|
|
181
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Current derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(359
|
)
|
—
|
|
(359
|
)
|
Interest rate contracts
|
—
|
|
(329
|
)
|
—
|
|
(329
|
)
|
Commodity contracts
|
(13
|
)
|
(87
|
)
|
(339
|
)
|
(439
|
)
|
Other contracts
|
—
|
|
(3
|
)
|
—
|
|
(3
|
)
|
|
(13
|
)
|
(778
|
)
|
(339
|
)
|
(1,130
|
)
|
Long-term derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(1,312
|
)
|
—
|
|
(1,312
|
)
|
Interest rate contracts
|
—
|
|
(40
|
)
|
—
|
|
(40
|
)
|
Commodity contracts
|
—
|
|
(3
|
)
|
(183
|
)
|
(186
|
)
|
Other contracts
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
—
|
|
(1,356
|
)
|
(183
|
)
|
(1,539
|
)
|
Total net financial asset/(liability)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(1,383
|
)
|
—
|
|
(1,383
|
)
|
Interest rate contracts
|
—
|
|
(348
|
)
|
—
|
|
(348
|
)
|
Commodity contracts
|
(12
|
)
|
(58
|
)
|
(387
|
)
|
(457
|
)
|
Other contracts
|
—
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|
(12
|
)
|
(1,793
|
)
|
(387
|
)
|
(2,192
|
)
|
December 31, 2018
|
Fair Value
|
|
Unobservable Input
|
Minimum Price/Volatility
|
|
Maximum Price/Volatility
|
|
Weighted Average Price/Volatility
|
|
Unit of Measurement
|
(fair value in millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts - financial
1
|
|
|
|
|
|
|
|
|
|
|
Natural gas
|
(9
|
)
|
Forward gas price
|
2.54
|
|
6.37
|
|
3.58
|
|
$/mmbtu
2
|
Crude
|
28
|
|
Forward crude price
|
27.50
|
|
123.20
|
|
59.32
|
|
$/barrel
|
NGL
|
—
|
|
Forward NGL price
|
—
|
|
—
|
|
—
|
|
$/gallon
|
Power
|
(91
|
)
|
Forward power price
|
16.21
|
|
96.72
|
|
48.33
|
|
$/MW/H
|
Commodity contracts - physical
1
|
|
|
|
|
|
|
|
|
|
|
Natural gas
|
(119
|
)
|
Forward gas price
|
1.09
|
|
6.95
|
|
1.51
|
|
$/mmbtu
2
|
Crude
|
186
|
|
Forward crude price
|
16.45
|
|
123.22
|
|
59.22
|
|
$/barrel
|
NGL
|
(6
|
)
|
Forward NGL price
|
0.13
|
|
1.40
|
|
0.59
|
|
$/gallon
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
1
|
Financial and physical forward commodity contracts are valued using a market approach valuation technique.
|
2
|
One million British thermal units (mmbtu).
|
1
|
Reported within Transportation and other services revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Earnings before income taxes
|
3,570
|
|
569
|
|
2,451
|
|
Canadian federal statutory income tax rate
|
15
|
%
|
15
|
%
|
15
|
%
|
Expected federal taxes at statutory rate
|
536
|
|
85
|
|
368
|
|
Increase/(decrease) resulting from:
|
|
|
|
|
|
|
Provincial and state income taxes
1
|
(24
|
)
|
133
|
|
34
|
|
Foreign and other statutory rate differentials
|
94
|
|
(601
|
)
|
(56
|
)
|
Impact of United States tax reform
2
|
(2
|
)
|
(2,045
|
)
|
—
|
|
Effects of rate-regulated accounting
|
(163
|
)
|
(189
|
)
|
(116
|
)
|
Foreign allowable interest deductions
|
(134
|
)
|
(124
|
)
|
(107
|
)
|
Part VI.1 tax, net of federal Part I deduction
|
76
|
|
68
|
|
56
|
|
Impairment of goodwill
3
|
192
|
|
15
|
|
—
|
|
Intercompany sale of investment
4
|
—
|
|
—
|
|
6
|
|
United States BEAT tax
|
43
|
|
—
|
|
—
|
|
Non-taxable portion of gain/(loss) on sale of investment to unrelated party
5
|
31
|
|
—
|
|
(61
|
)
|
Valuation allowance
6
|
(172
|
)
|
(17
|
)
|
22
|
|
Intercorporate investments
7
|
(149
|
)
|
77
|
|
—
|
|
Noncontrolling interests
|
(47
|
)
|
(80
|
)
|
(15
|
)
|
Other
|
(44
|
)
|
(19
|
)
|
11
|
|
Income tax (recovery)/expense
|
237
|
|
(2,697
|
)
|
142
|
|
Effective income tax rate
|
6.6
|
%
|
(474.0
|
)%
|
5.8
|
%
|
1
|
The change in provincial and state income taxes from 2017 to 2018 reflects the increase in earnings from the Canadian operations, the impact of the US tax reform on state income tax expense, and the impact of changes to the unitary state income tax rate in 2018.
|
2
|
The amount was due to the enactment of the TCJA by the United States on December 22, 2017, which included a reduction in the federal corporate income tax rate from
35%
to
21%
effective for taxation years beginning after December 31, 2017.
|
3
|
The amount relates to the federal component for the tax effect of impairment of goodwill.
|
4
|
In November 2016, certain assets were sold to entities under common control. The intercompany gains realized on these transfers were eliminated. However, because these transactions involved the sale of partnership units, tax consequences were recognized in earnings.
|
5
|
The amount represents the federal component of the non-taxable portion of the gain on the sales of the Canadian Natural Gas Gathering and Processing Businesses in 2018 and the South Prairie Region assets in 2016 to unrelated parties.
|
6
|
The increase from 2017 to 2018 is due to the federal component of the tax effect of a valuation allowance on the deferred tax assets related to an outside basis temporary difference that, in 2018, was now more likely than not to be realized.
|
7
|
The amount relates to the federal component of changes in assertions regarding the manner of recovery of intercorporate investments such that deferred tax related to outside basis temporary differences was required to be recorded for Renewable Assets in 2018 and for EIPLP in 2017.
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Earnings/(loss) before income taxes
|
|
|
|
|
|
|
Canada
|
118
|
|
2,200
|
|
2,034
|
|
United States
|
2,582
|
|
(2,431
|
)
|
(333
|
)
|
Other
|
870
|
|
800
|
|
750
|
|
|
3,570
|
|
569
|
|
2,451
|
|
Current income taxes
|
|
|
|
|
|
|
Canada
|
311
|
|
129
|
|
74
|
|
United States
|
66
|
|
46
|
|
21
|
|
Other
|
8
|
|
5
|
|
4
|
|
|
385
|
|
180
|
|
99
|
|
Deferred income taxes
|
|
|
|
|
|
|
Canada
|
(598
|
)
|
299
|
|
188
|
|
United States
|
439
|
|
(3,160
|
)
|
(151
|
)
|
Other
|
11
|
|
(16
|
)
|
6
|
|
|
(148
|
)
|
(2,877
|
)
|
43
|
|
Income tax (recovery)/expense
|
237
|
|
(2,697
|
)
|
142
|
|
December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
Deferred income tax liabilities
|
|
|
|
|
Property, plant and equipment
|
(7,018
|
)
|
(4,089
|
)
|
Investments
|
(4,441
|
)
|
(6,596
|
)
|
Regulatory assets
|
(756
|
)
|
(977
|
)
|
Other
|
(192
|
)
|
(50
|
)
|
Total deferred income tax liabilities
|
(12,407
|
)
|
(11,712
|
)
|
Deferred income tax assets
|
|
|
|
|
Financial instruments
|
1,103
|
|
697
|
|
Pension and OPEB plans
|
181
|
|
258
|
|
Loss carryforwards
|
1,820
|
|
1,781
|
|
Other
|
1,274
|
|
1,057
|
|
Total deferred income tax assets
|
4,378
|
|
3,793
|
|
Less valuation allowance
|
(51
|
)
|
(286
|
)
|
Total deferred income tax assets, net
|
4,327
|
|
3,507
|
|
Net deferred income tax liabilities
|
(8,080
|
)
|
(8,205
|
)
|
Presented as follows:
|
|
|
||
Total deferred income tax assets
|
1,374
|
|
1,090
|
|
Total deferred income tax liabilities
|
(9,454
|
)
|
(9,295
|
)
|
Net deferred income tax liabilities
|
(8,080
|
)
|
(8,205
|
)
|
Year ended December 31,
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
||
Unrecognized tax benefits at beginning of year
|
150
|
|
84
|
|
Gross increases for tax positions of current year
|
2
|
|
15
|
|
Gross increases for tax positions of prior year
|
—
|
|
65
|
|
Gross decreases for tax positions of prior year
|
(12
|
)
|
—
|
|
Change in translation of foreign currency
|
3
|
|
(2
|
)
|
Lapses of statute of limitations
|
(3
|
)
|
(8
|
)
|
Settlements
|
(1
|
)
|
(4
|
)
|
Unrecognized tax benefits at end of year
|
139
|
|
150
|
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
4,033
|
|
2,270
|
|
|
1,279
|
|
508
|
|
Service cost
|
149
|
|
156
|
|
|
45
|
|
48
|
|
Interest cost
|
130
|
|
116
|
|
|
38
|
|
35
|
|
Participant contributions
|
25
|
|
6
|
|
|
—
|
|
—
|
|
Actuarial (gain)/loss
|
(146
|
)
|
145
|
|
|
(103
|
)
|
57
|
|
Benefits paid
|
(184
|
)
|
(165
|
)
|
|
(60
|
)
|
(42
|
)
|
Plan settlements
|
—
|
|
—
|
|
|
(65
|
)
|
(59
|
)
|
Transfer out
|
(10
|
)
|
—
|
|
|
—
|
|
—
|
|
Acquired in Merger Transaction
|
—
|
|
1,505
|
|
|
—
|
|
811
|
|
Foreign currency exchange rate changes
|
—
|
|
—
|
|
|
105
|
|
(63
|
)
|
Other
|
—
|
|
—
|
|
|
(25
|
)
|
(16
|
)
|
Projected benefit obligation at end of year
1
|
3,997
|
|
4,033
|
|
|
1,214
|
|
1,279
|
|
Change in plan assets
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
3,619
|
|
2,019
|
|
|
1,097
|
|
361
|
|
Actual return/(loss) on plan assets
|
(42
|
)
|
308
|
|
|
(48
|
)
|
113
|
|
Employer contributions
|
113
|
|
161
|
|
|
40
|
|
57
|
|
Participant contributions
|
25
|
|
6
|
|
|
—
|
|
—
|
|
Benefits paid
|
(184
|
)
|
(165
|
)
|
|
(60
|
)
|
(42
|
)
|
Plan settlements
|
—
|
|
—
|
|
|
(65
|
)
|
(59
|
)
|
Transfer out
|
(8
|
)
|
—
|
|
|
—
|
|
—
|
|
Acquired in Merger Transaction
|
—
|
|
1,290
|
|
|
|
|
731
|
|
Foreign currency exchange rate changes
|
—
|
|
—
|
|
|
91
|
|
(51
|
)
|
Other
|
—
|
|
—
|
|
|
(10
|
)
|
(13
|
)
|
Fair value of plan assets at end of year
2
|
3,523
|
|
3,619
|
|
|
1,045
|
|
1,097
|
|
Underfunded status at end of year
|
(474
|
)
|
(414
|
)
|
|
(169
|
)
|
(182
|
)
|
Presented as follows:
|
|
|
|
|
|
||||
Deferred amounts and other assets
|
29
|
|
38
|
|
|
—
|
|
—
|
|
Accounts payable and other
|
(9
|
)
|
(60
|
)
|
|
(4
|
)
|
(3
|
)
|
Other long-term liabilities
|
(494
|
)
|
(392
|
)
|
|
(165
|
)
|
(179
|
)
|
|
(474
|
)
|
(414
|
)
|
|
(169
|
)
|
(182
|
)
|
1
|
The accumulated benefit obligation for our Canadian pension plans was $
3.7 billion
as at
December 31, 2018
and
2017
. The accumulated benefit obligation for our United States pension plans was
$1.2 billion
as at
December 31, 2018
and
2017
.
|
2
|
Assets in the amount of $
7 million
(
2017
- $
9 million
) and $
39 million
(
2017
- $
40 million
), related to our Canadian and United States non-registered supplemental pension plan obligations, are held in grantor trusts that, in accordance with federal tax regulations, are not restricted from creditors. These assets are committed for the future settlement of benefit obligations included in the underfunded status as at the end of the year, however they are excluded from plan assets for accounting purposes.
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Projected benefit obligations
|
1,422
|
|
1,444
|
|
|
1,214
|
|
1,280
|
|
Accumulated benefit obligations
|
1,299
|
|
1,306
|
|
|
1,179
|
|
1,217
|
|
Fair value of plan assets
|
1,064
|
|
1,131
|
|
|
1,045
|
|
1,098
|
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
435
|
|
334
|
|
|
133
|
|
112
|
|
Prior service credit
|
—
|
|
—
|
|
|
(3
|
)
|
—
|
|
Total amount recognized in AOCI
1
|
435
|
|
334
|
|
|
130
|
|
112
|
|
|
Canada
|
|
United States
|
||||||||||||
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
149
|
|
156
|
|
129
|
|
|
45
|
|
48
|
|
26
|
|
||
Interest cost
|
130
|
|
116
|
|
73
|
|
|
38
|
|
35
|
|
16
|
|
||
Expected return on plan assets
|
(245
|
)
|
(201
|
)
|
(127
|
)
|
|
(88
|
)
|
(57
|
)
|
(21
|
)
|
||
Amortization/settlement of net actuarial loss
|
25
|
|
29
|
|
32
|
|
|
7
|
|
10
|
|
3
|
|
||
Amortization/curtailment of prior service cost
|
—
|
|
—
|
|
—
|
|
|
3
|
|
—
|
|
—
|
|
||
Net defined benefit costs
|
59
|
|
100
|
|
107
|
|
—
|
|
5
|
|
36
|
|
24
|
|
|
Defined contribution benefit costs
|
11
|
|
11
|
|
3
|
|
|
19
|
|
15
|
|
—
|
|
||
Net benefit cost recognized in Earnings
|
70
|
|
111
|
|
110
|
|
|
24
|
|
51
|
|
24
|
|
||
Amount recognized in OCI:
|
|
|
|
|
|
|
|
||||||||
|
Amortization/settlement of net actuarial loss
|
(11
|
)
|
(14
|
)
|
(14
|
)
|
|
(7
|
)
|
(9
|
)
|
(6
|
)
|
|
|
Amortization/curtailment of prior service cost
|
—
|
|
—
|
|
—
|
|
|
(3
|
)
|
—
|
|
—
|
|
|
|
Net actuarial loss arising during the year
|
112
|
|
38
|
|
28
|
|
|
28
|
|
—
|
|
16
|
|
|
Total amount recognized in OCI
|
101
|
|
24
|
|
14
|
|
|
18
|
|
(9
|
)
|
10
|
|
||
Total amount recognized in Comprehensive income
|
171
|
|
135
|
|
124
|
|
|
42
|
|
42
|
|
34
|
|
|
Canada
|
|
United States
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
Projected benefit obligations
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.8
|
%
|
3.6
|
%
|
4.0
|
%
|
|
3.9
|
%
|
3.5
|
%
|
4.0
|
%
|
Rate of salary increase
|
3.2
|
%
|
3.2
|
%
|
3.7
|
%
|
|
2.8
|
%
|
3.1
|
%
|
3.3
|
%
|
Net benefit cost
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.6
|
%
|
4.0
|
%
|
4.2
|
%
|
|
3.4
|
%
|
4.0
|
%
|
4.1
|
%
|
Rate of return on plan assets
|
6.8
|
%
|
6.5
|
%
|
6.5
|
%
|
|
7.4
|
%
|
7.2
|
%
|
7.2
|
%
|
Rate of salary increase
|
3.2
|
%
|
3.7
|
%
|
3.6
|
%
|
|
2.9
|
%
|
3.3
|
%
|
3.2
|
%
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Change in accumulated postretirement benefit obligation
|
|
|
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation at beginning of year
|
321
|
|
179
|
|
|
337
|
|
133
|
|
Service cost
|
8
|
|
7
|
|
|
3
|
|
5
|
|
Interest cost
|
10
|
|
10
|
|
|
10
|
|
10
|
|
Participant contributions
|
—
|
|
—
|
|
|
6
|
|
4
|
|
Actuarial gain
|
(45
|
)
|
(8
|
)
|
|
(25
|
)
|
(34
|
)
|
Benefits paid
|
(11
|
)
|
(10
|
)
|
|
(29
|
)
|
(19
|
)
|
Plan amendments
|
—
|
|
(3
|
)
|
|
(8
|
)
|
1
|
|
Acquired in Merger Transaction
|
—
|
|
146
|
|
|
—
|
|
254
|
|
Foreign currency exchange rate changes
|
—
|
|
—
|
|
|
27
|
|
(17
|
)
|
Other
|
(1
|
)
|
—
|
|
|
(16
|
)
|
—
|
|
Accumulated postretirement benefit obligation at end of year
|
282
|
|
321
|
|
|
305
|
|
337
|
|
Change in plan assets
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
—
|
|
|
213
|
|
115
|
|
Actual return/(loss) on plan assets
|
—
|
|
—
|
|
|
(13
|
)
|
21
|
|
Employer contributions
|
11
|
|
10
|
|
|
8
|
|
1
|
|
Participant contributions
|
—
|
|
—
|
|
|
6
|
|
4
|
|
Benefits paid
|
(11
|
)
|
(10
|
)
|
|
(29
|
)
|
(19
|
)
|
Acquired in Merger Transaction
|
—
|
|
—
|
|
|
—
|
|
102
|
|
Foreign currency exchange rate changes
|
—
|
|
—
|
|
|
16
|
|
(11
|
)
|
Other
|
—
|
|
—
|
|
|
(20
|
)
|
—
|
|
Fair value of plan assets at end of year
|
—
|
|
—
|
|
|
181
|
|
213
|
|
Underfunded status at end of year
|
(282
|
)
|
(321
|
)
|
|
(124
|
)
|
(124
|
)
|
Presented as follows:
|
|
|
|
|
|
||||
Deferred amounts and other assets
|
—
|
|
—
|
|
|
2
|
|
7
|
|
Accounts payable and other
|
(12
|
)
|
(12
|
)
|
|
(7
|
)
|
(7
|
)
|
Other long-term liabilities
|
(270
|
)
|
(309
|
)
|
|
(119
|
)
|
(124
|
)
|
|
(282
|
)
|
(321
|
)
|
|
(124
|
)
|
(124
|
)
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Net actuarial (gain)/loss
|
(29
|
)
|
17
|
|
|
(15
|
)
|
(15
|
)
|
Prior service credit
|
(2
|
)
|
(2
|
)
|
|
(15
|
)
|
(11
|
)
|
Total amount recognized in AOCI
1
|
(31
|
)
|
15
|
|
|
(30
|
)
|
(26
|
)
|
|
Canada
|
|
United States
|
||||||||||
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
8
|
|
7
|
|
4
|
|
|
3
|
|
5
|
|
4
|
|
Interest cost
|
10
|
|
10
|
|
6
|
|
|
10
|
|
10
|
|
5
|
|
Expected return on plan assets
|
—
|
|
—
|
|
—
|
|
|
(12
|
)
|
(10
|
)
|
(6
|
)
|
Amortization/settlement of net actuarial gain
|
—
|
|
—
|
|
—
|
|
|
(1
|
)
|
—
|
|
—
|
|
Amortization/curtailment of prior service (credit)/cost
|
—
|
|
1
|
|
—
|
|
|
(4
|
)
|
—
|
|
—
|
|
Net benefit cost recognized in Earnings
|
18
|
|
18
|
|
10
|
|
|
(4
|
)
|
5
|
|
3
|
|
Amount recognized in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization/settlement of net actuarial gain/(loss)
|
—
|
|
(1
|
)
|
(1
|
)
|
|
1
|
|
1
|
|
(1
|
)
|
Amortization/curtailment of prior service credit
|
—
|
|
—
|
|
—
|
|
|
4
|
|
—
|
|
—
|
|
Net actuarial (gain)/loss arising during the year
|
(46
|
)
|
(8
|
)
|
2
|
|
|
(1
|
)
|
(42
|
)
|
12
|
|
Prior service (credit)/cost
|
—
|
|
(3
|
)
|
—
|
|
|
(8
|
)
|
1
|
|
(12
|
)
|
Total amount recognized in OCI
|
(46
|
)
|
(12
|
)
|
1
|
|
|
(4
|
)
|
(40
|
)
|
(1
|
)
|
Total amount recognized in Comprehensive income
|
(28
|
)
|
6
|
|
11
|
|
|
(8
|
)
|
(35
|
)
|
2
|
|
|
Canada
|
|
United States
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
Accumulated postretirement benefit obligations
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.8
|
%
|
3.6
|
%
|
4.0
|
%
|
|
4.0
|
%
|
3.5
|
%
|
3.6
|
%
|
Net OPEB cost
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.6
|
%
|
4.0
|
%
|
4.2
|
%
|
|
3.3
|
%
|
4.0
|
%
|
3.8
|
%
|
Rate of return on plan assets
|
N/A
|
|
N/A
|
|
N/A
|
|
|
5.7
|
%
|
6.0
|
%
|
6.0
|
%
|
|
Canada
|
|
United States
|
||||||
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
Health care cost trend rate assumed for next year
|
5.6
|
%
|
5.5
|
%
|
|
7.4
|
%
|
7.4
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
4.4
|
%
|
4.4
|
%
|
|
4.5
|
%
|
4.5
|
%
|
Year that the rate reaches the ultimate trend rate
|
2034
|
|
2034
|
|
|
2037
|
|
2037
|
|
|
Canada
|
|
United States
|
||||||
|
1% Increase
|
1% Decrease
|
|
1% Increase
|
1% Decrease
|
||||
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Effect on total service and interest costs
|
1
|
|
(1
|
)
|
|
1
|
|
(1
|
)
|
Effect on accumulated postretirement benefit obligation
|
20
|
|
(16
|
)
|
|
18
|
|
(17
|
)
|
|
Canada
|
|
United States
|
||||||||
|
Target
|
December 31,
|
|
Target
|
December 31,
|
||||||
Asset Category
|
Allocation
|
2018
|
|
2017
|
|
|
Allocation
|
2018
|
|
2017
|
|
Equity securities
|
40.0 - 70.0%
|
45.8
|
%
|
52.0
|
%
|
|
52.5 - 70.0%
|
51.7
|
%
|
47.1
|
%
|
Fixed income securities
|
27.5 - 60.0%
|
33.4
|
%
|
34.2
|
%
|
|
27.5 - 30.0%
|
32.9
|
%
|
47.7
|
%
|
Other
|
0.0 - 20.0%
|
20.7
|
%
|
13.8
|
%
|
|
0.0 - 20.0%
|
15.4
|
%
|
5.2
|
%
|
|
Canada
|
|
United States
|
||||||||||||||
|
Level 1
1
|
|
Level 2
2
|
|
Level 3
3
|
|
Total
|
|
|
Level 1
1
|
|
Level 2
2
|
|
Level 3
3
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
246
|
|
—
|
|
—
|
|
246
|
|
|
56
|
|
—
|
|
—
|
|
56
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
||||||||
Canada
|
623
|
|
—
|
|
—
|
|
623
|
|
|
1
|
|
—
|
|
—
|
|
1
|
|
United States
|
(1
|
)
|
—
|
|
—
|
|
(1
|
)
|
|
50
|
|
—
|
|
—
|
|
50
|
|
Global
|
993
|
|
—
|
|
—
|
|
993
|
|
|
489
|
|
—
|
|
—
|
|
489
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||
Government
|
661
|
|
—
|
|
—
|
|
661
|
|
|
265
|
|
—
|
|
—
|
|
265
|
|
Corporate
|
457
|
|
—
|
|
60
|
|
517
|
|
|
54
|
|
—
|
|
25
|
|
79
|
|
Infrastructure and real estate
4
|
—
|
|
—
|
|
502
|
|
502
|
|
|
—
|
|
—
|
|
105
|
|
105
|
|
Forward currency contracts
|
—
|
|
(18
|
)
|
—
|
|
(18
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Total pension plan assets at fair value
|
2,979
|
|
(18
|
)
|
562
|
|
3,523
|
|
|
915
|
|
—
|
|
130
|
|
1,045
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
169
|
|
—
|
|
—
|
|
169
|
|
|
2
|
|
—
|
|
—
|
|
2
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
||||||||
Canada
|
842
|
|
425
|
|
—
|
|
1,267
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
United States
|
427
|
|
—
|
|
—
|
|
427
|
|
|
343
|
|
—
|
|
—
|
|
343
|
|
Global
|
189
|
|
—
|
|
—
|
|
189
|
|
|
122
|
|
52
|
|
—
|
|
174
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||
Government
|
933
|
|
—
|
|
—
|
|
933
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Corporate
|
301
|
|
3
|
|
—
|
|
304
|
|
|
522
|
|
1
|
|
—
|
|
523
|
|
Infrastructure and real estate
4
|
—
|
|
—
|
|
340
|
|
340
|
|
|
—
|
|
—
|
|
56
|
|
56
|
|
Forward currency contracts
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
Total pension plan assets at fair value
|
2,861
|
|
418
|
|
340
|
|
3,619
|
|
|
989
|
|
52
|
|
56
|
|
1,097
|
|
|
Canada
|
|
United States
|
||||||||||||||
|
Level 1
1
|
|
Level 2
2
|
|
Level 3
3
|
|
Total
|
|
|
Level 1
1
|
|
Level 2
2
|
|
Level 3
3
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7
|
|
—
|
|
—
|
|
7
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
—
|
|
—
|
|
—
|
|
—
|
|
|
63
|
|
—
|
|
—
|
|
63
|
|
Global
|
—
|
|
—
|
|
—
|
|
—
|
|
|
35
|
|
—
|
|
—
|
|
35
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||
Government
|
—
|
|
—
|
|
—
|
|
—
|
|
|
68
|
|
—
|
|
—
|
|
68
|
|
Corporate
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3
|
|
—
|
|
2
|
|
5
|
|
Infrastructure and real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3
|
|
3
|
|
Total OPEB plan assets at fair value
|
—
|
|
—
|
|
—
|
|
—
|
|
|
176
|
|
—
|
|
5
|
|
181
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
—
|
|
1
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
||||||||
United States
|
—
|
|
—
|
|
—
|
|
—
|
|
|
80
|
|
—
|
|
—
|
|
80
|
|
Global
|
—
|
|
—
|
|
—
|
|
—
|
|
|
36
|
|
—
|
|
—
|
|
36
|
|
Fixed income securities
|
|
|
|
|
|
|
|
|
|
||||||||
Government
|
—
|
|
—
|
|
—
|
|
—
|
|
|
96
|
|
—
|
|
—
|
|
96
|
|
Total OPEB plan assets at fair value
|
—
|
|
—
|
|
—
|
|
—
|
|
|
213
|
|
—
|
|
—
|
|
213
|
|
1
|
Level 1 assets include assets with quoted prices in active markets for identical assets.
|
2
|
Level 2 assets include assets with significant observable inputs.
|
3
|
Level 3 assets include assets with significant unobservable inputs.
|
4
|
The fair values of the infrastructure and real estate investments are established through the use of valuation models.
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
340
|
|
281
|
|
|
56
|
|
40
|
|
Unrealized and realized gains
|
77
|
|
26
|
|
|
9
|
|
5
|
|
Purchases and settlements, net
|
145
|
|
33
|
|
|
65
|
|
11
|
|
Balance at end of year
|
562
|
|
340
|
|
|
130
|
|
56
|
|
|
Canada
|
|
United States
|
||||||
December 31,
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Balance at beginning of year
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Unrealized and realized gains
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Purchases and settlements, net
|
—
|
|
—
|
|
|
5
|
|
—
|
|
Balance at end of year
|
—
|
|
—
|
|
|
5
|
|
—
|
|
Year ended December 31,
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2023-2027
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
||||||
Canada
|
174
|
|
180
|
|
187
|
|
194
|
|
201
|
|
1,104
|
|
United States
|
124
|
|
96
|
|
97
|
|
98
|
|
95
|
|
438
|
|
OPEB
|
|
|
|
|
|
|
||||||
Canada
|
13
|
|
12
|
|
13
|
|
13
|
|
13
|
|
39
|
|
United States
|
26
|
|
26
|
|
25
|
|
24
|
|
23
|
|
98
|
|
Year ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
Accounts receivable and other
|
857
|
|
(783
|
)
|
(437
|
)
|
Accounts receivable from affiliates
|
54
|
|
24
|
|
(7
|
)
|
Inventory
|
164
|
|
(289
|
)
|
(371
|
)
|
Deferred amounts and other assets
|
226
|
|
(138
|
)
|
(183
|
)
|
Accounts payable and other
|
(151
|
)
|
277
|
|
386
|
|
Accounts payable to affiliates
|
(122
|
)
|
(62
|
)
|
71
|
|
Interest payable
|
25
|
|
124
|
|
20
|
|
Other long-term liabilities
|
(138
|
)
|
509
|
|
153
|
|
|
915
|
|
(338
|
)
|
(368
|
)
|
|
Total
|
|
Less
than
1 year
|
|
2 years
|
|
3 years
|
|
4 years
|
|
5 years
|
|
Thereafter
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual debt maturities
1
|
62,967
|
|
3,255
|
|
9,262
|
|
2,389
|
|
4,571
|
|
5,963
|
|
37,527
|
|
Interest obligations
2
|
30,236
|
|
2,459
|
|
2,279
|
|
2,103
|
|
2,022
|
|
1,883
|
|
19,490
|
|
Purchase of services, pipe and other materials, including transportation
3,4
|
10,493
|
|
3,833
|
|
1,473
|
|
1,000
|
|
754
|
|
406
|
|
3,027
|
|
Operating leases
|
1,079
|
|
132
|
|
134
|
|
100
|
|
98
|
|
93
|
|
522
|
|
Capital leases
|
23
|
|
7
|
|
—
|
|
—
|
|
2
|
|
2
|
|
12
|
|
Maintenance agreements
|
477
|
|
52
|
|
51
|
|
51
|
|
50
|
|
22
|
|
251
|
|
Land lease commitments
|
651
|
|
21
|
|
21
|
|
21
|
|
21
|
|
22
|
|
545
|
|
Total
|
105,926
|
|
9,759
|
|
13,220
|
|
5,664
|
|
7,518
|
|
8,391
|
|
61,374
|
|
1
|
Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discount, debt issue costs and capital lease obligations. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
|
2
|
Includes debentures and term notes bearing interest at fixed, floating and fixed-to-floating rates.
|
3
|
Includes capital and operating commitments.
|
4
|
Consists primarily of gas transportation and storage contracts, firm capacity payments and gas purchase commitments, transportation, service and product purchase obligations, and power commitments.
|
1
|
As at the effective date of the guarantees, the aggregate outstanding principal amount of SEP notes was approximately
US$3.9 billion
.
|
2
|
As at the effective date of the guarantees, the aggregate outstanding principal amount of EEP notes was approximately
US$4.5 billion
.
|
USD Denominated
1
|
CAD Denominated
2
|
Senior Floating Rate Notes due 2020
|
4.100% Senior Notes due 2019
|
Senior Floating Rate Notes due 2020
|
Senior Floating Rate Notes due 2019
|
2.900% Senior Notes due 2022
|
4.770% Senior Notes due 2019
|
4.000% Senior Notes due 2023
|
4.530% Senior Notes due 2020
|
3.500% Senior Notes due 2024
|
4.850% Senior Notes due 2020
|
4.250% Senior Notes due 2026
|
4.260% Senior Notes due 2021
|
3.700% Senior Notes due 2027
|
3.160% Senior Notes due 2021
|
4.500% Senior Notes due 2044
|
4.850% Senior Notes due 2022
|
5.500% Senior Notes due 2046
|
3.190% Senior Notes due 2022
|
|
3.940% Senior Notes due 2023
|
|
3.940% Senior Notes due 2023
|
|
3.950% Senior Notes due 2024
|
|
3.200% Senior Notes due 2027
|
|
6.100% Senior Notes due 2028
|
|
7.220% Senior Notes due 2030
|
|
7.200% Senior Notes due 2032
|
|
5.570% Senior Notes due 2035
|
|
5.750% Senior Notes due 2039
|
|
5.120% Senior Notes due 2040
|
|
4.240% Senior Notes due 2042
|
|
4.570% Senior Notes due 2044
|
|
4.870% Senior Notes due 2044
|
|
4.560% Senior Notes due 2064
|
1.
|
Enbridge Inc., the Parent Issuer and Guarantor;
|
2.
|
SEP, a Subsidiary Issuer and Guarantor;
|
3.
|
EEP, a Subsidiary Issuer and Guarantor;
|
4.
|
Subsidiary Non-Guarantors, as defined herein;
|
5.
|
Consolidating and elimination entries required to consolidate the Parent Issuer and Guarantor and its subsidiaries, including the Subsidiary Issuers and Guarantors, and
|
6.
|
Enbridge Inc. and subsidiaries on a consolidated basis.
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Commodity sales
|
—
|
|
—
|
|
—
|
|
27,660
|
|
—
|
|
27,660
|
|
Gas distribution sales
|
—
|
|
—
|
|
—
|
|
4,360
|
|
—
|
|
4,360
|
|
Transportation and other services
|
—
|
|
—
|
|
—
|
|
14,358
|
|
—
|
|
14,358
|
|
Total operating revenues
|
—
|
|
—
|
|
—
|
|
46,378
|
|
—
|
|
46,378
|
|
Operating Expenses
|
|
|
|
|
|
|
||||||
Commodity costs
|
—
|
|
—
|
|
—
|
|
26,818
|
|
—
|
|
26,818
|
|
Gas distribution costs
|
—
|
|
—
|
|
—
|
|
2,583
|
|
—
|
|
2,583
|
|
Operating and administrative
|
180
|
|
14
|
|
54
|
|
6,622
|
|
(78
|
)
|
6,792
|
|
Depreciation and amortization
|
59
|
|
—
|
|
—
|
|
3,187
|
|
—
|
|
3,246
|
|
Impairment of long-lived assets
|
—
|
|
—
|
|
—
|
|
1,104
|
|
—
|
|
1,104
|
|
Impairment of goodwill
|
—
|
|
—
|
|
—
|
|
1,019
|
|
—
|
|
1,019
|
|
Total operating expenses
|
239
|
|
14
|
|
54
|
|
41,333
|
|
(78
|
)
|
41,562
|
|
Operating income/(loss)
|
(239
|
)
|
(14
|
)
|
(54
|
)
|
5,045
|
|
78
|
|
4,816
|
|
Income from equity investments
|
302
|
|
142
|
|
—
|
|
1,360
|
|
(295
|
)
|
1,509
|
|
Equity earnings/(loss) from consolidated subsidiaries
|
3,119
|
|
(1,634
|
)
|
921
|
|
(1,581
|
)
|
(825
|
)
|
—
|
|
Other
|
|
|
|
|
|
|
|
|||||
Net foreign currency gain/(loss)
|
(829
|
)
|
8
|
|
—
|
|
80
|
|
219
|
|
(522
|
)
|
Gain/(loss) on dispositions
|
360
|
|
—
|
|
—
|
|
(406
|
)
|
—
|
|
(46
|
)
|
Other, including other income/(expense) from affiliates
|
945
|
|
72
|
|
153
|
|
254
|
|
(908
|
)
|
516
|
|
Interest expense
|
(1,080
|
)
|
(302
|
)
|
(557
|
)
|
(1,689
|
)
|
925
|
|
(2,703
|
)
|
Earnings/(loss) before income taxes
|
2,578
|
|
(1,728
|
)
|
463
|
|
3,063
|
|
(806
|
)
|
3,570
|
|
Income tax recovery/(expense)
|
304
|
|
(319
|
)
|
3
|
|
(4,373
|
)
|
4,148
|
|
(237
|
)
|
Earnings/(loss)
|
2,882
|
|
(2,047
|
)
|
466
|
|
(1,310
|
)
|
3,342
|
|
3,333
|
|
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(451
|
)
|
(451
|
)
|
Earnings/(loss) attributable to controlling interests
|
2,882
|
|
(2,047
|
)
|
466
|
|
(1,310
|
)
|
2,891
|
|
2,882
|
|
Preference share dividends
|
(367
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(367
|
)
|
Earnings/(loss) attributable to common shareholders
|
2,515
|
|
(2,047
|
)
|
466
|
|
(1,310
|
)
|
2,891
|
|
2,515
|
|
Earnings/(loss)
|
2,882
|
|
(2,047
|
)
|
466
|
|
(1,310
|
)
|
3,342
|
|
3,333
|
|
Total other comprehensive income/(loss)
|
3,788
|
|
(9
|
)
|
28
|
|
556
|
|
(225
|
)
|
4,138
|
|
Comprehensive income/(loss)
|
6,670
|
|
(2,056
|
)
|
494
|
|
(754
|
)
|
3,117
|
|
7,471
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(801
|
)
|
(801
|
)
|
Comprehensive income/(loss) attributable to controlling interests
|
6,670
|
|
(2,056
|
)
|
494
|
|
(754
|
)
|
2,316
|
|
6,670
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Commodity sales
|
—
|
|
—
|
|
—
|
|
26,286
|
|
—
|
|
26,286
|
|
Gas distribution sales
|
—
|
|
—
|
|
—
|
|
4,215
|
|
—
|
|
4,215
|
|
Transportation and other services
|
—
|
|
—
|
|
—
|
|
13,877
|
|
—
|
|
13,877
|
|
Total operating revenues
|
—
|
|
—
|
|
—
|
|
44,378
|
|
—
|
|
44,378
|
|
Operating expenses
|
|
|
|
|
|
|
||||||
Commodity costs
|
—
|
|
—
|
|
—
|
|
26,065
|
|
—
|
|
26,065
|
|
Gas distribution costs
|
—
|
|
—
|
|
—
|
|
2,572
|
|
—
|
|
2,572
|
|
Operating and administrative
|
169
|
|
146
|
|
16
|
|
6,111
|
|
—
|
|
6,442
|
|
Depreciation and amortization
|
56
|
|
—
|
|
—
|
|
3,107
|
|
—
|
|
3,163
|
|
Impairment of long lived assets
|
—
|
|
—
|
|
—
|
|
4,463
|
|
—
|
|
4,463
|
|
Impairment of goodwill
|
—
|
|
—
|
|
—
|
|
102
|
|
—
|
|
102
|
|
Total operating expenses
|
225
|
|
146
|
|
16
|
|
42,420
|
|
—
|
|
42,807
|
|
Operating income/(loss)
|
(225
|
)
|
(146
|
)
|
(16
|
)
|
1,958
|
|
—
|
|
1,571
|
|
Income from equity investments
|
471
|
|
118
|
|
—
|
|
981
|
|
(468
|
)
|
1,102
|
|
Equity earnings from consolidated subsidiaries
|
2,130
|
|
752
|
|
926
|
|
881
|
|
(4,689
|
)
|
—
|
|
Other
|
|
|
|
|
|
|
|
|||||
Net foreign currency gain/(loss)
|
500
|
|
—
|
|
—
|
|
(22
|
)
|
(241
|
)
|
237
|
|
Gain/(loss) on dispositions
|
(11
|
)
|
—
|
|
—
|
|
27
|
|
—
|
|
16
|
|
Other, including other income/(expense) from affiliates
|
871
|
|
11
|
|
139
|
|
74
|
|
(896
|
)
|
199
|
|
Interest expense
|
(816
|
)
|
(221
|
)
|
(691
|
)
|
(1,753
|
)
|
925
|
|
(2,556
|
)
|
Earnings before income taxes
|
2,920
|
|
514
|
|
358
|
|
2,146
|
|
(5,369
|
)
|
569
|
|
Income tax (expense)/recovery
|
(61
|
)
|
—
|
|
9
|
|
2,706
|
|
43
|
|
2,697
|
|
Earnings
|
2,859
|
|
514
|
|
367
|
|
4,852
|
|
(5,326
|
)
|
3,266
|
|
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(407
|
)
|
(407
|
)
|
Earnings attributable to controlling interests
|
2,859
|
|
514
|
|
367
|
|
4,852
|
|
(5,733
|
)
|
2,859
|
|
Preference share dividends
|
(330
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(330
|
)
|
Earnings attributable to common shareholders
|
2,529
|
|
514
|
|
367
|
|
4,852
|
|
(5,733
|
)
|
2,529
|
|
Earnings
|
2,859
|
|
514
|
|
367
|
|
4,852
|
|
(5,326
|
)
|
3,266
|
|
Total other comprehensive income/(loss)
|
(2,031
|
)
|
12
|
|
204
|
|
(412
|
)
|
(51
|
)
|
(2,278
|
)
|
Comprehensive income
|
828
|
|
526
|
|
571
|
|
4,440
|
|
(5,377
|
)
|
988
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(160
|
)
|
(160
|
)
|
Comprehensive income attributable to controlling interests
|
828
|
|
526
|
|
571
|
|
4,440
|
|
(5,537
|
)
|
828
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
|||||
(millions of Canadian dollars)
|
|
|
|
|
|
|||||
Operating revenues
|
|
|
|
|
|
|||||
Commodity sales
|
—
|
|
—
|
|
22,816
|
|
—
|
|
22,816
|
|
Gas distribution sales
|
—
|
|
—
|
|
2,486
|
|
—
|
|
2,486
|
|
Transportation and other services
|
—
|
|
—
|
|
9,258
|
|
—
|
|
9,258
|
|
Total operating revenues
|
—
|
|
—
|
|
34,560
|
|
—
|
|
34,560
|
|
Operating expenses
|
|
|
|
|
|
|||||
Commodity costs
|
—
|
|
—
|
|
22,409
|
|
—
|
|
22,409
|
|
Gas distribution costs
|
—
|
|
—
|
|
1,596
|
|
—
|
|
1,596
|
|
Operating and administrative
|
126
|
|
70
|
|
4,162
|
|
—
|
|
4,358
|
|
Depreciation and amortization
|
50
|
|
—
|
|
2,190
|
|
—
|
|
2,240
|
|
Impairment of long lived assets
|
—
|
|
—
|
|
1,376
|
|
—
|
|
1,376
|
|
Total operating expenses
|
176
|
|
70
|
|
31,733
|
|
—
|
|
31,979
|
|
Operating income/(loss)
|
(176
|
)
|
(70
|
)
|
2,827
|
|
—
|
|
2,581
|
|
Income from equity investments
|
723
|
|
—
|
|
423
|
|
(718
|
)
|
428
|
|
Equity earnings/(loss) from consolidated subsidiaries
|
1,055
|
|
442
|
|
(81
|
)
|
(1,416
|
)
|
—
|
|
Other
|
|
|
|
|
|
|
||||
Net foreign currency gain/(loss)
|
187
|
|
—
|
|
(3
|
)
|
(93
|
)
|
91
|
|
Gain on dispositions
|
—
|
|
—
|
|
848
|
|
—
|
|
848
|
|
Other, including other income/(expense) from affiliates
|
791
|
|
107
|
|
90
|
|
(895
|
)
|
93
|
|
Interest expense
|
(606
|
)
|
(560
|
)
|
(1,344
|
)
|
920
|
|
(1,590
|
)
|
Earnings/(loss) before income taxes
|
1,974
|
|
(81
|
)
|
2,760
|
|
(2,202
|
)
|
2,451
|
|
Income tax recovery/(expense)
|
95
|
|
—
|
|
(237
|
)
|
—
|
|
(142
|
)
|
Earnings/(loss)
|
2,069
|
|
(81
|
)
|
2,523
|
|
(2,202
|
)
|
2,309
|
|
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(240
|
)
|
(240
|
)
|
Earnings/(loss) attributable to controlling interests
|
2,069
|
|
(81
|
)
|
2,523
|
|
(2,442
|
)
|
2,069
|
|
Preference share dividends
|
(293
|
)
|
—
|
|
—
|
|
—
|
|
(293
|
)
|
Earnings/(loss) attributable to common shareholders
|
1,776
|
|
(81
|
)
|
2,523
|
|
(2,442
|
)
|
1,776
|
|
Earnings/(loss)
|
2,069
|
|
(81
|
)
|
2,523
|
|
(2,202
|
)
|
2,309
|
|
Total other comprehensive income/(loss)
|
(574
|
)
|
54
|
|
186
|
|
(251
|
)
|
(585
|
)
|
Comprehensive income/(loss)
|
1,495
|
|
(27
|
)
|
2,709
|
|
(2,453
|
)
|
1,724
|
|
Comprehensive income attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(229
|
)
|
(229
|
)
|
Comprehensive income/(loss) attributable to controlling interests
|
1,495
|
|
(27
|
)
|
2,709
|
|
(2,682
|
)
|
1,495
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
16
|
|
—
|
|
502
|
|
—
|
|
518
|
|
Restricted cash
|
9
|
|
—
|
|
—
|
|
110
|
|
—
|
|
119
|
|
Accounts receivable and other
|
283
|
|
15
|
|
8
|
|
6,211
|
|
—
|
|
6,517
|
|
Accounts receivable from affiliates
|
726
|
|
—
|
|
13
|
|
(142
|
)
|
(518
|
)
|
79
|
|
Short-term loans receivable from affiliates
|
3,943
|
|
—
|
|
3,689
|
|
653
|
|
(8,285
|
)
|
—
|
|
Inventory
|
—
|
|
—
|
|
—
|
|
1,339
|
|
—
|
|
1,339
|
|
|
4,961
|
|
31
|
|
3,710
|
|
8,673
|
|
(8,803
|
)
|
8,572
|
|
Property, plant and equipment, net
|
140
|
|
—
|
|
—
|
|
94,400
|
|
—
|
|
94,540
|
|
Long-term loans receivable from affiliates
|
10,318
|
|
73
|
|
2,539
|
|
1,344
|
|
(14,274
|
)
|
—
|
|
Investments in subsidiaries
|
78,474
|
|
19,777
|
|
6,363
|
|
15,567
|
|
(120,181
|
)
|
—
|
|
Long-term investments
|
4,561
|
|
987
|
|
—
|
|
14,841
|
|
(3,682
|
)
|
16,707
|
|
Restricted long-term investments
|
—
|
|
—
|
|
—
|
|
323
|
|
—
|
|
323
|
|
Deferred amounts and other assets
|
1,700
|
|
9
|
|
17
|
|
8,558
|
|
(1,726
|
)
|
8,558
|
|
Intangible assets, net
|
234
|
|
—
|
|
—
|
|
2,138
|
|
—
|
|
2,372
|
|
Goodwill
|
—
|
|
—
|
|
—
|
|
34,459
|
|
—
|
|
34,459
|
|
Deferred income taxes
|
817
|
|
—
|
|
—
|
|
229
|
|
328
|
|
1,374
|
|
Total assets
|
101,205
|
|
20,877
|
|
12,629
|
|
180,532
|
|
(148,338
|
)
|
166,905
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities and equity
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|||||
Short-term borrowings
|
—
|
|
—
|
|
—
|
|
1,024
|
|
—
|
|
1,024
|
|
Accounts payable and other
|
2,742
|
|
7
|
|
34
|
|
7,059
|
|
(6
|
)
|
9,836
|
|
Accounts payable to affiliates
|
946
|
|
233
|
|
56
|
|
(677
|
)
|
(518
|
)
|
40
|
|
Interest payable
|
283
|
|
56
|
|
105
|
|
225
|
|
—
|
|
669
|
|
Short-term loans payable to affiliates
|
426
|
|
682
|
|
—
|
|
7,177
|
|
(8,285
|
)
|
—
|
|
Environmental liabilities, current
|
—
|
|
—
|
|
—
|
|
27
|
|
—
|
|
27
|
|
Current portion of long-term debt
|
1,853
|
|
—
|
|
683
|
|
723
|
|
—
|
|
3,259
|
|
|
6,250
|
|
978
|
|
878
|
|
15,558
|
|
(8,809
|
)
|
14,855
|
|
Long-term debt
|
22,893
|
|
7,276
|
|
6,943
|
|
23,215
|
|
—
|
|
60,327
|
|
Other long-term liabilities
|
2,428
|
|
2
|
|
30
|
|
8,100
|
|
(1,726
|
)
|
8,834
|
|
Long-term loans payable to affiliates
|
76
|
|
—
|
|
1,502
|
|
12,696
|
|
(14,274
|
)
|
—
|
|
Deferred income taxes
|
—
|
|
331
|
|
—
|
|
13,523
|
|
(4,400
|
)
|
9,454
|
|
|
31,647
|
|
8,587
|
|
9,353
|
|
73,092
|
|
(29,209
|
)
|
93,470
|
|
Equity
|
|
|
|
|
|
|
|
|||||
Controlling interests
1
|
69,558
|
|
12,290
|
|
3,276
|
|
107,440
|
|
(123,094
|
)
|
69,470
|
|
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
3,965
|
|
3,965
|
|
|
69,558
|
|
12,290
|
|
3,276
|
|
107,440
|
|
(119,129
|
)
|
73,435
|
|
Total liabilities and equity
|
101,205
|
|
20,877
|
|
12,629
|
|
180,532
|
|
(148,338
|
)
|
166,905
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
14
|
|
—
|
|
466
|
|
—
|
|
480
|
|
Restricted cash
|
2
|
|
—
|
|
—
|
|
105
|
|
—
|
|
107
|
|
Accounts receivable and other
|
292
|
|
8
|
|
—
|
|
6,753
|
|
—
|
|
7,053
|
|
Accounts receivable from affiliates
|
593
|
|
—
|
|
41
|
|
(73
|
)
|
(514
|
)
|
47
|
|
Short-term loans receivable from affiliates
|
1,861
|
|
—
|
|
3,085
|
|
2,977
|
|
(7,923
|
)
|
—
|
|
Inventory
|
—
|
|
—
|
|
—
|
|
1,528
|
|
—
|
|
1,528
|
|
|
2,748
|
|
22
|
|
3,126
|
|
11,756
|
|
(8,437
|
)
|
9,215
|
|
Property, plant and equipment, net
|
136
|
|
—
|
|
—
|
|
90,575
|
|
—
|
|
90,711
|
|
Long-term loans receivable from affiliates
|
14,205
|
|
574
|
|
2,352
|
|
(3,177
|
)
|
(13,954
|
)
|
—
|
|
Investments in subsidiaries
|
55,466
|
|
21,528
|
|
5,993
|
|
16,672
|
|
(99,659
|
)
|
—
|
|
Long-term investments
|
8,408
|
|
918
|
|
—
|
|
14,972
|
|
(7,654
|
)
|
16,644
|
|
Restricted long-term investments
|
—
|
|
—
|
|
—
|
|
267
|
|
—
|
|
267
|
|
Deferred amounts and other assets
|
904
|
|
8
|
|
5
|
|
7,250
|
|
(1,725
|
)
|
6,442
|
|
Intangible assets, net
|
219
|
|
—
|
|
—
|
|
3,048
|
|
—
|
|
3,267
|
|
Goodwill
|
—
|
|
—
|
|
—
|
|
34,457
|
|
—
|
|
34,457
|
|
Deferred income taxes
|
809
|
|
—
|
|
—
|
|
254
|
|
27
|
|
1,090
|
|
Total assets
|
82,895
|
|
23,050
|
|
11,476
|
|
176,074
|
|
(131,402
|
)
|
162,093
|
|
|
|
|
|
|
|
|
||||||
Liabilities and equity
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
—
|
|
—
|
|
—
|
|
1,444
|
|
—
|
|
1,444
|
|
Accounts payable and other
|
1,927
|
|
100
|
|
19
|
|
7,432
|
|
—
|
|
9,478
|
|
Accounts payable to affiliates
|
56
|
|
171
|
|
—
|
|
444
|
|
(514
|
)
|
157
|
|
Interest payable
|
216
|
|
51
|
|
102
|
|
265
|
|
—
|
|
634
|
|
Short-term loans payable to affiliates
|
868
|
|
—
|
|
—
|
|
7,055
|
|
(7,923
|
)
|
—
|
|
Environmental liabilities, current
|
—
|
|
—
|
|
—
|
|
40
|
|
—
|
|
40
|
|
Current portion of long-term debt
|
—
|
|
626
|
|
501
|
|
1,744
|
|
—
|
|
2,871
|
|
|
3,067
|
|
948
|
|
622
|
|
18,424
|
|
(8,437
|
)
|
14,624
|
|
Long-term debt
|
20,173
|
|
7,605
|
|
7,852
|
|
25,235
|
|
—
|
|
60,865
|
|
Other long-term liabilities
|
1,342
|
|
38
|
|
21
|
|
7,834
|
|
(1,725
|
)
|
7,510
|
|
Long-term loans payable to affiliates
|
76
|
|
4
|
|
764
|
|
13,110
|
|
(13,954
|
)
|
—
|
|
Deferred income taxes
|
—
|
|
—
|
|
—
|
|
9,295
|
|
—
|
|
9,295
|
|
|
24,658
|
|
8,595
|
|
9,259
|
|
73,898
|
|
(24,116
|
)
|
92,294
|
|
Redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
4,067
|
|
4,067
|
|
Equity
|
|
|
|
|
|
|
|
|||||
Controlling interests
1
|
58,237
|
|
14,455
|
|
2,217
|
|
102,176
|
|
(118,950
|
)
|
58,135
|
|
Noncontrolling Interests
|
—
|
|
—
|
|
—
|
|
—
|
|
7,597
|
|
7,597
|
|
|
58,237
|
|
14,455
|
|
2,217
|
|
102,176
|
|
(111,353
|
)
|
65,732
|
|
Total liabilities and equity
|
82,895
|
|
23,050
|
|
11,476
|
|
176,074
|
|
(131,402
|
)
|
162,093
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Net cash provided by/(used in) operating activities
|
154
|
|
1,751
|
|
(1,328
|
)
|
12,772
|
|
(2,847
|
)
|
10,502
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(28
|
)
|
—
|
|
—
|
|
(6,778
|
)
|
—
|
|
(6,806
|
)
|
Long-term investments
|
(81
|
)
|
(12
|
)
|
—
|
|
(1,297
|
)
|
78
|
|
(1,312
|
)
|
Distributions from equity investments in excess of cumulative earnings
|
1,829
|
|
45
|
|
2,071
|
|
1,232
|
|
(3,900
|
)
|
1,277
|
|
Additions to intangible assets
|
(43
|
)
|
—
|
|
—
|
|
(497
|
)
|
—
|
|
(540
|
)
|
Proceeds from dispositions
|
1,790
|
|
—
|
|
—
|
|
2,662
|
|
—
|
|
4,452
|
|
Contributions to subsidiaries
|
(8,131
|
)
|
(79
|
)
|
(13
|
)
|
(1,655
|
)
|
9,878
|
|
—
|
|
Return of share capital from subsidiaries
|
3,753
|
|
—
|
|
—
|
|
—
|
|
(3,753
|
)
|
—
|
|
Advances to affiliates
|
(6,863
|
)
|
—
|
|
(1,703
|
)
|
(4,859
|
)
|
13,425
|
|
—
|
|
Repayment of advances to affiliates
|
9,427
|
|
518
|
|
1,504
|
|
3,298
|
|
(14,747
|
)
|
—
|
|
Other
|
—
|
|
—
|
|
—
|
|
(88
|
)
|
—
|
|
(88
|
)
|
Net cash provided by/(used in) investing activities
|
1,653
|
|
472
|
|
1,859
|
|
(7,982
|
)
|
981
|
|
(3,017
|
)
|
Financing activities
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
—
|
|
—
|
|
—
|
|
(420
|
)
|
—
|
|
(420
|
)
|
Net change in commercial paper and credit facility draws
|
(734
|
)
|
(962
|
)
|
(1,009
|
)
|
449
|
|
—
|
|
(2,256
|
)
|
Debenture and term note issues, net of issue costs
|
2,554
|
|
—
|
|
—
|
|
983
|
|
—
|
|
3,537
|
|
Debenture and term note repayments
|
—
|
|
(648
|
)
|
(509
|
)
|
(3,288
|
)
|
—
|
|
(4,445
|
)
|
Sale of noncontrolling interests in subsidiaries
|
—
|
|
—
|
|
—
|
|
—
|
|
1,289
|
|
1,289
|
|
Contributions from noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
24
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(857
|
)
|
(857
|
)
|
Contributions from redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
70
|
|
70
|
|
Distributions to redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(325
|
)
|
(325
|
)
|
Contributions from parents
|
—
|
|
—
|
|
1,007
|
|
8,223
|
|
(9,230
|
)
|
—
|
|
Distributions to parents
|
—
|
|
(1,902
|
)
|
(666
|
)
|
(7,653
|
)
|
10,221
|
|
—
|
|
Sponsored Vehicle buy-in cash payment
|
(64
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(64
|
)
|
Redemption of preferred shares
|
—
|
|
—
|
|
—
|
|
(210
|
)
|
—
|
|
(210
|
)
|
Common shares issued
|
21
|
|
648
|
|
—
|
|
—
|
|
(648
|
)
|
21
|
|
Preference share dividends
|
(364
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(364
|
)
|
Common share dividends
|
(3,480
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,480
|
)
|
Advances from affiliates
|
710
|
|
648
|
|
3,501
|
|
8,566
|
|
(13,425
|
)
|
—
|
|
Repayment of advances from affiliates
|
(443
|
)
|
—
|
|
(2,855
|
)
|
(11,449
|
)
|
14,747
|
|
—
|
|
Other
|
—
|
|
(5
|
)
|
—
|
|
(18
|
)
|
—
|
|
(23
|
)
|
Net cash (used in)/provided by financing activities
|
(1,800
|
)
|
(2,221
|
)
|
(531
|
)
|
(4,817
|
)
|
1,866
|
|
(7,503
|
)
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
—
|
|
—
|
|
—
|
|
68
|
|
—
|
|
68
|
|
Net increase in cash and cash equivalents and restricted cash
|
7
|
|
2
|
|
—
|
|
41
|
|
—
|
|
50
|
|
Cash and cash equivalents and restricted cash at beginning of year
|
2
|
|
14
|
|
—
|
|
571
|
|
—
|
|
587
|
|
Cash and cash equivalents and restricted cash at end of year
|
9
|
|
16
|
|
—
|
|
612
|
|
—
|
|
637
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - SEP
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Net cash (used in)/provided by operating activities
|
(1,023
|
)
|
(255
|
)
|
(1,681
|
)
|
11,411
|
|
(1,794
|
)
|
6,658
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(21
|
)
|
—
|
|
—
|
|
(8,266
|
)
|
—
|
|
(8,287
|
)
|
Long-term investments
|
(202
|
)
|
(51
|
)
|
—
|
|
(3,535
|
)
|
202
|
|
(3,586
|
)
|
Distributions from equity investments in excess of cumulative earnings
|
1,448
|
|
22
|
|
1,907
|
|
103
|
|
(3,355
|
)
|
125
|
|
Additions to intangible assets
|
(47
|
)
|
—
|
|
—
|
|
(742
|
)
|
—
|
|
(789
|
)
|
Cash acquired in Merger Transaction
|
—
|
|
—
|
|
—
|
|
682
|
|
—
|
|
682
|
|
Proceeds from dispositions
|
—
|
|
—
|
|
1,742
|
|
1,103
|
|
(2,217
|
)
|
628
|
|
Reimbursement of capital expenditures
|
—
|
|
—
|
|
—
|
|
212
|
|
—
|
|
212
|
|
Contributions to subsidiaries
|
(4,866
|
)
|
—
|
|
(2,056
|
)
|
—
|
|
6,922
|
|
—
|
|
Return of share capital from subsidiaries
|
2,423
|
|
—
|
|
1,532
|
|
—
|
|
(3,955
|
)
|
—
|
|
Advances to affiliates
|
(7,145
|
)
|
(519
|
)
|
(1,410
|
)
|
(3,020
|
)
|
12,094
|
|
—
|
|
Repayment of advances to affiliates
|
4,506
|
|
—
|
|
2,129
|
|
2,887
|
|
(9,522
|
)
|
—
|
|
Other
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
—
|
|
(22
|
)
|
Net cash (used in)/provided by investing activities
|
(3,904
|
)
|
(548
|
)
|
3,844
|
|
(10,598
|
)
|
169
|
|
(11,037
|
)
|
Financing activities
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
—
|
|
—
|
|
—
|
|
721
|
|
—
|
|
721
|
|
Net change in commercial paper and credit facility draws
|
(1,845
|
)
|
2,226
|
|
(316
|
)
|
(1,314
|
)
|
—
|
|
(1,249
|
)
|
Debenture and term note issues, net of issue costs
|
8,177
|
|
868
|
|
—
|
|
438
|
|
—
|
|
9,483
|
|
Debenture and term note repayments
|
(1,711
|
)
|
(533
|
)
|
—
|
|
(2,810
|
)
|
—
|
|
(5,054
|
)
|
Purchase of interest in consolidated subsidiary
|
—
|
|
—
|
|
(475
|
)
|
(1,969
|
)
|
2,217
|
|
(227
|
)
|
Contributions from noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
832
|
|
832
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(919
|
)
|
(919
|
)
|
Contributions from redeemable noncontrolling interests
|
563
|
|
—
|
|
—
|
|
—
|
|
615
|
|
1,178
|
|
Distributions to redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(247
|
)
|
(247
|
)
|
Contributions from parents
|
—
|
|
—
|
|
—
|
|
6,922
|
|
(6,922
|
)
|
—
|
|
Distributions to parents
|
—
|
|
(1,987
|
)
|
(789
|
)
|
(7,310
|
)
|
10,086
|
|
—
|
|
Preference shares issued
|
489
|
|
—
|
|
—
|
|
—
|
|
—
|
|
489
|
|
Redemption of preferred shares
|
—
|
|
—
|
|
(1,613
|
)
|
1,613
|
|
—
|
|
—
|
|
Common shares issued
|
1,549
|
|
227
|
|
1,646
|
|
—
|
|
(1,873
|
)
|
1,549
|
|
Preference share dividends
|
(330
|
)
|
—
|
|
(478
|
)
|
—
|
|
478
|
|
(330
|
)
|
Common share dividends
1
|
(2,336
|
)
|
—
|
|
—
|
|
(414
|
)
|
—
|
|
(2,750
|
)
|
Advances from affiliates
|
407
|
|
—
|
|
2,613
|
|
9,074
|
|
(12,094
|
)
|
—
|
|
Repayment of advances from affiliates
|
(40
|
)
|
—
|
|
(2,847
|
)
|
(6,635
|
)
|
9,522
|
|
—
|
|
Net cash provided by/(used in) financing activities
|
4,923
|
|
801
|
|
(2,259
|
)
|
(1,684
|
)
|
1,695
|
|
3,476
|
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(70
|
)
|
(72
|
)
|
Net decrease in cash and cash equivalents and restricted cash
|
(4
|
)
|
(2
|
)
|
(98
|
)
|
(871
|
)
|
—
|
|
(975
|
)
|
Cash and cash equivalents and restricted cash at beginning of year
|
6
|
|
16
|
|
98
|
|
1,442
|
|
—
|
|
1,562
|
|
Cash and cash equivalents and restricted cash at end of year
|
2
|
|
14
|
|
—
|
|
571
|
|
—
|
|
587
|
|
|
Parent Issuer and Guarantor
|
Subsidiary Issuer and Guarantor - EEP
|
Subsidiary Non-Guarantors
|
Consolidating and elimination adjustments
|
Consolidated - Enbridge
|
|||||
(millions of Canadian dollars)
|
|
|
|
|
|
|||||
Net cash provided by/(used in) operating activities
|
(65
|
)
|
(1,818
|
)
|
8,579
|
|
(1,491
|
)
|
5,205
|
|
Investing activities
|
|
|
|
|
|
|||||
Capital expenditures
|
(21
|
)
|
—
|
|
(5,107
|
)
|
—
|
|
(5,128
|
)
|
Long-term investments
|
(194
|
)
|
—
|
|
(514
|
)
|
194
|
|
(514
|
)
|
Distributions from equity investments in excess of cumulative earnings
|
1,233
|
|
2,717
|
|
—
|
|
(3,950
|
)
|
—
|
|
Additions to intangible assets
|
(37
|
)
|
—
|
|
(90
|
)
|
—
|
|
(127
|
)
|
Acquisitions
|
—
|
|
—
|
|
(644
|
)
|
—
|
|
(644
|
)
|
Proceeds from dispositions
|
—
|
|
—
|
|
1,379
|
|
—
|
|
1,379
|
|
Contributions to subsidiaries
|
(970
|
)
|
(463
|
)
|
—
|
|
1,433
|
|
—
|
|
Return of share capital from subsidiaries
|
350
|
|
—
|
|
—
|
|
(350
|
)
|
—
|
|
Advances to affiliates
|
(4,307
|
)
|
(1,623
|
)
|
(1,518
|
)
|
7,448
|
|
—
|
|
Repayment of advances to affiliates
|
1,577
|
|
1,382
|
|
400
|
|
(3,359
|
)
|
—
|
|
Other
|
—
|
|
17
|
|
(135
|
)
|
—
|
|
(118
|
)
|
Net cash (used in)/provided by investing activities
|
(2,369
|
)
|
2,030
|
|
(6,229
|
)
|
1,416
|
|
(5,152
|
)
|
Financing activities
|
|
|
|
|
|
|||||
Net change in short-term borrowings
|
—
|
|
—
|
|
(248
|
)
|
—
|
|
(248
|
)
|
Net change in commercial paper and credit facility draws
|
(1,083
|
)
|
289
|
|
(1,503
|
)
|
—
|
|
(2,297
|
)
|
Debenture and term note issues, net of issue costs
|
3,009
|
|
—
|
|
1,071
|
|
—
|
|
4,080
|
|
Debenture and term note repayments
|
(1,160
|
)
|
(400
|
)
|
(386
|
)
|
—
|
|
(1,946
|
)
|
Contributions from noncontrolling interests
|
—
|
|
—
|
|
—
|
|
28
|
|
28
|
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(720
|
)
|
(720
|
)
|
Contributions from redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
591
|
|
591
|
|
Distributions to redeemable noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(202
|
)
|
(202
|
)
|
Contributions from parents
|
—
|
|
—
|
|
1,433
|
|
(1,433
|
)
|
—
|
|
Distributions to parents
|
—
|
|
(1,060
|
)
|
(4,840
|
)
|
5,900
|
|
—
|
|
Preference shares issued
|
737
|
|
—
|
|
—
|
|
—
|
|
737
|
|
Common shares issued
|
2,260
|
|
—
|
|
—
|
|
—
|
|
2,260
|
|
Preference share dividends
|
(293
|
)
|
—
|
|
—
|
|
—
|
|
(293
|
)
|
Common share dividends
|
(1,150
|
)
|
—
|
|
—
|
|
—
|
|
(1,150
|
)
|
Advances from affiliates
|
518
|
|
1,000
|
|
5,930
|
|
(7,448
|
)
|
—
|
|
Repayment of advances from affiliates
|
(400
|
)
|
—
|
|
(2,959
|
)
|
3,359
|
|
—
|
|
Net cash provided by/(used in) financing activities
|
2,438
|
|
(171
|
)
|
(1,502
|
)
|
75
|
|
840
|
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
—
|
|
1
|
|
(20
|
)
|
—
|
|
(19
|
)
|
Net increase in cash and cash equivalents and restricted cash
|
4
|
|
42
|
|
828
|
|
—
|
|
874
|
|
Cash and cash equivalents and restricted cash at beginning of year
|
2
|
|
56
|
|
630
|
|
—
|
|
688
|
|
Cash and cash equivalents and restricted cash at end of year
|
6
|
|
98
|
|
1,458
|
|
—
|
|
1,562
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
|
(unaudited; millions of Canadian dollars, except per share amounts)
|
|
|
|
|
|
|||||
2018
|
|
|
|
|
|
|||||
Operating revenues
|
12,726
|
|
10,745
|
|
11,345
|
|
11,562
|
|
46,378
|
|
Operating income
|
878
|
|
1,571
|
|
854
|
|
1,513
|
|
4,816
|
|
Earnings
|
510
|
|
1,327
|
|
213
|
|
1,283
|
|
3,333
|
|
Earnings attributable to controlling interests
|
534
|
|
1,160
|
|
4
|
|
1,184
|
|
2,882
|
|
Earnings/(loss) attributable to common shareholders
|
445
|
|
1,071
|
|
(90
|
)
|
1,089
|
|
2,515
|
|
Earnings/(loss) per common share
|
|
|
|
|
|
|||||
Basic
|
0.26
|
|
0.63
|
|
(0.05
|
)
|
0.60
|
|
1.46
|
|
Diluted
|
0.26
|
|
0.63
|
|
(0.05
|
)
|
0.60
|
|
1.46
|
|
2017
1
|
|
|
|
|
|
|||||
Operating revenues
|
11,146
|
|
11,116
|
|
9,227
|
|
12,889
|
|
44,378
|
|
Operating income/(loss)
|
1,358
|
|
1,684
|
|
1,490
|
|
(2,961
|
)
|
1,571
|
|
Earnings/(loss)
|
945
|
|
1,241
|
|
1,015
|
|
65
|
|
3,266
|
|
Earnings/(loss) attributable to controlling interests
|
721
|
|
1,000
|
|
847
|
|
291
|
|
2,859
|
|
Earnings/(loss) attributable to common shareholders
|
638
|
|
919
|
|
765
|
|
207
|
|
2,529
|
|
Earnings/(loss) per common share
|
|
|
|
|
|
|||||
Basic
|
0.54
|
|
0.56
|
|
0.47
|
|
0.13
|
|
1.66
|
|
Diluted
|
0.54
|
|
0.56
|
|
0.47
|
|
0.12
|
|
1.65
|
|
1
|
The 2017 quarterly financial data reflects the effect of the Merger Transaction closed on February 27, 2017
(Note 8)
.
|