|
FORM
|
10-Q
|
☒
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
ENBRIDGE INC
|
||
(Exact Name of Registrant as Specified in Its Charter)
|
Canada
|
|
98-0377957
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Shares
|
|
ENB
|
|
New York Stock Exchange
|
6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078
|
|
ENBA
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
Page
|
|
PART I
|
|
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
PART II
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
|
AOCI
|
Accumulated other comprehensive income/(loss)
|
Army Corps
|
United States Army Corps of Engineers
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
Average Exchange Rate
|
Canadian to United States dollar average exchange rate
|
CER
|
Canada Energy Regulator
|
CPP Investments
|
Canada Pension Plan Investment Board
|
DCP Midstream
|
DCP Midstream, LLC
|
EBITDA
|
Earnings before interest, income taxes and depreciation and amortization
|
EEP
|
Enbridge Energy Partners, L.P.
|
EMF
|
Éolien Maritime France SAS
|
Enbridge
|
Enbridge Inc.
|
Exchange Act
|
United States Securities Exchange Act of 1934, as amended
|
FERC
|
Federal Energy Regulatory Commission
|
IJT
|
International Joint Tariff
|
kbpd
|
thousands of barrels per day
|
MATL
|
Montana-Alberta Tie Line
|
NGL
|
Natural gas liquids
|
OCI
|
Other comprehensive income/(loss)
|
SEP
|
Spectra Energy Partners, LP
|
Texas Eastern
|
Texas Eastern Transmission, LP
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(unaudited; millions of Canadian dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
Commodity sales
|
2,936
|
|
8,416
|
|
|
10,325
|
|
15,048
|
|
Transportation and other services
|
4,326
|
|
4,092
|
|
|
7,534
|
|
8,440
|
|
Gas distribution sales
|
694
|
|
755
|
|
|
2,110
|
|
2,631
|
|
Total operating revenues (Note 3)
|
7,956
|
|
13,263
|
|
|
19,969
|
|
26,119
|
|
Operating expenses
|
|
|
|
|
|
||||
Commodity costs
|
2,858
|
|
8,129
|
|
|
10,021
|
|
14,694
|
|
Gas distribution costs
|
250
|
|
312
|
|
|
1,105
|
|
1,519
|
|
Operating and administrative
|
1,801
|
|
1,695
|
|
|
3,401
|
|
3,320
|
|
Depreciation and amortization
|
949
|
|
842
|
|
|
1,831
|
|
1,682
|
|
Total operating expenses
|
5,858
|
|
10,978
|
|
|
16,358
|
|
21,215
|
|
Operating income
|
2,098
|
|
2,285
|
|
|
3,611
|
|
4,904
|
|
Income from equity investments
|
327
|
|
413
|
|
|
490
|
|
826
|
|
Impairment of equity investments (Note 9)
|
—
|
|
—
|
|
|
(1,736
|
)
|
—
|
|
Other income/(expense)
|
|
|
|
|
|
||||
Net foreign currency gain/(loss)
|
526
|
|
140
|
|
|
(430
|
)
|
354
|
|
Other
|
98
|
|
65
|
|
|
(93
|
)
|
111
|
|
Interest expense
|
(681
|
)
|
(637
|
)
|
|
(1,387
|
)
|
(1,322
|
)
|
Earnings before income taxes
|
2,368
|
|
2,266
|
|
|
455
|
|
4,873
|
|
Income tax expense (Note 11)
|
(591
|
)
|
(436
|
)
|
|
(42
|
)
|
(1,020
|
)
|
Earnings
|
1,777
|
|
1,830
|
|
|
413
|
|
3,853
|
|
(Earnings)/loss attributable to noncontrolling interests
|
(36
|
)
|
2
|
|
|
(5
|
)
|
(35
|
)
|
Earnings attributable to controlling interests
|
1,741
|
|
1,832
|
|
|
408
|
|
3,818
|
|
Preference share dividends
|
(94
|
)
|
(96
|
)
|
|
(190
|
)
|
(191
|
)
|
Earnings attributable to common shareholders
|
1,647
|
|
1,736
|
|
|
218
|
|
3,627
|
|
Earnings per common share attributable to common shareholders (Note 5)
|
0.82
|
|
0.86
|
|
|
0.11
|
|
1.80
|
|
Diluted earnings per common share attributable to common shareholders (Note 5)
|
0.82
|
|
0.86
|
|
|
0.11
|
|
1.80
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(unaudited; millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Earnings
|
1,777
|
|
1,830
|
|
|
413
|
|
3,853
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
||||
Change in unrealized loss on cash flow hedges
|
(48
|
)
|
(235
|
)
|
|
(561
|
)
|
(427
|
)
|
Change in unrealized gain/(loss) on net investment hedges
|
340
|
|
127
|
|
|
(375
|
)
|
221
|
|
Other comprehensive income from equity investees
|
30
|
|
5
|
|
|
20
|
|
17
|
|
Excluded components of fair value hedges
|
5
|
|
—
|
|
|
8
|
|
—
|
|
Reclassification to earnings of loss on cash flow hedges
|
48
|
|
35
|
|
|
80
|
|
46
|
|
Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts
|
4
|
|
5
|
|
|
7
|
|
43
|
|
Foreign currency translation adjustments
|
(2,701
|
)
|
(1,311
|
)
|
|
2,936
|
|
(2,602
|
)
|
Other comprehensive income/(loss), net of tax
|
(2,322
|
)
|
(1,374
|
)
|
|
2,115
|
|
(2,702
|
)
|
Comprehensive income/(loss)
|
(545
|
)
|
456
|
|
|
2,528
|
|
1,151
|
|
Comprehensive (income)/loss attributable to noncontrolling interests
|
50
|
|
51
|
|
|
(95
|
)
|
64
|
|
Comprehensive income/(loss) attributable to controlling interests
|
(495
|
)
|
507
|
|
|
2,433
|
|
1,215
|
|
Preference share dividends
|
(94
|
)
|
(96
|
)
|
|
(190
|
)
|
(191
|
)
|
Comprehensive income/(loss) attributable to common shareholders
|
(589
|
)
|
411
|
|
|
2,243
|
|
1,024
|
|
|
Three months ended
June 30, |
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
(unaudited; millions of Canadian dollars, except per share amounts)
|
|
|
|
|
|
|
||
Preference shares (Note 5)
|
|
|
|
|
||||
Balance at beginning and end of period
|
7,747
|
|
7,747
|
|
7,747
|
|
7,747
|
|
Common shares (Note 5)
|
|
|
|
|
|
|
||
Balance at beginning of period
|
64,760
|
|
64,728
|
|
64,746
|
|
64,677
|
|
Shares issued on exercise of stock options
|
3
|
|
4
|
|
17
|
|
55
|
|
Balance at end of period
|
64,763
|
|
64,732
|
|
64,763
|
|
64,732
|
|
Additional paid-in capital
|
|
|
|
|
|
|
||
Balance at beginning of period
|
202
|
|
72
|
|
187
|
|
—
|
|
Stock-based compensation
|
5
|
|
17
|
|
19
|
|
21
|
|
Options exercised
|
(2
|
)
|
(6
|
)
|
(18
|
)
|
(49
|
)
|
Change in reciprocal interest
|
—
|
|
—
|
|
12
|
|
109
|
|
Repurchase of noncontrolling interest
|
—
|
|
65
|
|
—
|
|
65
|
|
Other
|
2
|
|
46
|
|
7
|
|
48
|
|
Balance at end of period
|
207
|
|
194
|
|
207
|
|
194
|
|
Deficit
|
|
|
|
|
|
|
||
Balance at beginning of period
|
(7,808
|
)
|
(3,640
|
)
|
(6,314
|
)
|
(5,538
|
)
|
Earnings attributable to controlling interests
|
1,741
|
|
1,832
|
|
408
|
|
3,818
|
|
Preference share dividends
|
(94
|
)
|
(96
|
)
|
(190
|
)
|
(191
|
)
|
Dividends paid to reciprocal shareholder
|
5
|
|
4
|
|
10
|
|
9
|
|
Common share dividends declared
|
(1,641
|
)
|
(1,500
|
)
|
(1,641
|
)
|
(1,500
|
)
|
Modified retrospective adoption of ASU 2016-13 Financial Instruments - Credit Losses (Note 2)
|
—
|
|
—
|
|
(66
|
)
|
—
|
|
Other
|
—
|
|
8
|
|
(4
|
)
|
10
|
|
Balance at end of period
|
(7,797
|
)
|
(3,392
|
)
|
(7,797
|
)
|
(3,392
|
)
|
Accumulated other comprehensive income/(loss) (Note 8)
|
|
|
|
|
|
|
||
Balance at beginning of period
|
3,989
|
|
1,449
|
|
(272
|
)
|
2,672
|
|
Other comprehensive income/(loss) attributable to common shareholders, net of tax
|
(2,236
|
)
|
(1,325
|
)
|
2,025
|
|
(2,603
|
)
|
Other
|
—
|
|
—
|
|
—
|
|
55
|
|
Balance at end of period
|
1,753
|
|
124
|
|
1,753
|
|
124
|
|
Reciprocal shareholding
|
|
|
|
|
|
|
||
Balance at beginning of period
|
(47
|
)
|
(51
|
)
|
(51
|
)
|
(88
|
)
|
Change in reciprocal interest
|
—
|
|
—
|
|
4
|
|
37
|
|
Balance at end of period
|
(47
|
)
|
(51
|
)
|
(47
|
)
|
(51
|
)
|
Total Enbridge Inc. shareholders’ equity
|
66,626
|
|
69,354
|
|
66,626
|
|
69,354
|
|
Noncontrolling interests
|
|
|
|
|
|
|
||
Balance at beginning of period
|
3,448
|
|
3,614
|
|
3,364
|
|
3,965
|
|
Earnings/(loss) attributable to noncontrolling interests
|
36
|
|
(2
|
)
|
5
|
|
35
|
|
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax
|
|
|
|
|
|
|
||
Change in unrealized loss on cash flow hedges
|
(1
|
)
|
(4
|
)
|
(3
|
)
|
(5
|
)
|
Foreign currency translation adjustments
|
(85
|
)
|
(45
|
)
|
93
|
|
(94
|
)
|
|
(86
|
)
|
(49
|
)
|
90
|
|
(99
|
)
|
Comprehensive income/(loss) attributable to noncontrolling interests
|
(50
|
)
|
(51
|
)
|
95
|
|
(64
|
)
|
Contributions
|
5
|
|
6
|
|
20
|
|
9
|
|
Distributions
|
(88
|
)
|
(54
|
)
|
(164
|
)
|
(100
|
)
|
Repurchase of noncontrolling interest
|
—
|
|
(65
|
)
|
—
|
|
(65
|
)
|
Redemption of preferred shares held by subsidiary
|
—
|
|
—
|
|
—
|
|
(300
|
)
|
Other
|
—
|
|
1
|
|
—
|
|
6
|
|
Balance at end of period
|
3,315
|
|
3,451
|
|
3,315
|
|
3,451
|
|
Total equity
|
69,941
|
|
72,805
|
|
69,941
|
|
72,805
|
|
Dividends paid per common share
|
0.810
|
|
0.738
|
|
1.620
|
|
1.476
|
|
Earnings per common share attributable to common shareholders (Note 5)
|
0.82
|
|
0.86
|
|
0.11
|
|
1.80
|
|
Diluted earnings per common share attributable to common shareholders (Note 5)
|
0.82
|
|
0.86
|
|
0.11
|
|
1.80
|
|
|
Six months ended
June 30, |
|||
|
2020
|
|
2019
|
|
(unaudited; millions of Canadian dollars)
|
|
|
||
Operating activities
|
|
|
||
Earnings
|
413
|
|
3,853
|
|
Adjustments to reconcile earnings to net cash provided by operating activities:
|
|
|
|
|
Depreciation and amortization
|
1,831
|
|
1,682
|
|
Deferred income tax (recovery)/expense
|
(223
|
)
|
809
|
|
Changes in unrealized (gain)/loss on derivative instruments, net (Note 10)
|
824
|
|
(1,112
|
)
|
Earnings from equity investments
|
(490
|
)
|
(826
|
)
|
Distributions from equity investments
|
821
|
|
907
|
|
Impairment of equity investments (Note 9)
|
1,736
|
|
—
|
|
Other
|
210
|
|
36
|
|
Changes in operating assets and liabilities
|
103
|
|
(679
|
)
|
Net cash provided by operating activities
|
5,225
|
|
4,670
|
|
Investing activities
|
|
|
|
|
Capital expenditures
|
(2,352
|
)
|
(2,785
|
)
|
Long-term investments and restricted long-term investments
|
(335
|
)
|
(700
|
)
|
Distributions from equity investments in excess of cumulative earnings
|
253
|
|
268
|
|
Additions to intangible assets
|
(104
|
)
|
(100
|
)
|
Proceeds from dispositions
|
245
|
|
—
|
|
Affiliate loans, net
|
27
|
|
(140
|
)
|
Net cash used in investing activities
|
(2,266
|
)
|
(3,457
|
)
|
Financing activities
|
|
|
|
|
Net change in short-term borrowings
|
(543
|
)
|
(108
|
)
|
Net change in commercial paper and credit facility draws
|
854
|
|
4,015
|
|
Debenture and term note issues, net of issue costs
|
3,479
|
|
1,195
|
|
Debenture and term note repayments
|
(3,268
|
)
|
(2,584
|
)
|
Contributions from noncontrolling interests
|
20
|
|
9
|
|
Distributions to noncontrolling interests
|
(164
|
)
|
(100
|
)
|
Common shares issued
|
3
|
|
18
|
|
Preference share dividends
|
(190
|
)
|
(191
|
)
|
Common share dividends
|
(3,280
|
)
|
(2,976
|
)
|
Redemption of preferred shares held by subsidiary
|
—
|
|
(300
|
)
|
Other
|
(35
|
)
|
(36
|
)
|
Net cash used in financing activities
|
(3,124
|
)
|
(1,058
|
)
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
(14
|
)
|
(25
|
)
|
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
(179
|
)
|
130
|
|
Cash and cash equivalents and restricted cash at beginning of period
|
676
|
|
637
|
|
Cash and cash equivalents and restricted cash at end of period
|
497
|
|
767
|
|
|
June 30,
2020 |
|
December 31,
2019 |
|
(unaudited; millions of Canadian dollars; number of shares in millions)
|
|
|
|
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
462
|
|
648
|
|
Restricted cash
|
35
|
|
28
|
|
Accounts receivable and other
|
5,461
|
|
6,781
|
|
Accounts receivable from affiliates
|
38
|
|
69
|
|
Inventory
|
961
|
|
1,299
|
|
|
6,957
|
|
8,825
|
|
Property, plant and equipment, net
|
96,302
|
|
93,723
|
|
Long-term investments
|
15,352
|
|
16,528
|
|
Restricted long-term investments
|
508
|
|
434
|
|
Deferred amounts and other assets
|
7,925
|
|
7,433
|
|
Intangible assets, net
|
2,158
|
|
2,173
|
|
Goodwill
|
34,387
|
|
33,153
|
|
Deferred income taxes
|
1,105
|
|
1,000
|
|
Total assets
|
164,694
|
|
163,269
|
|
|
|
|
||
Liabilities and equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Short-term borrowings
|
355
|
|
898
|
|
Accounts payable and other
|
7,340
|
|
10,063
|
|
Accounts payable to affiliates
|
4
|
|
21
|
|
Interest payable
|
644
|
|
624
|
|
Current portion of long-term debt
|
3,097
|
|
4,404
|
|
|
11,440
|
|
16,010
|
|
Long-term debt
|
63,680
|
|
59,661
|
|
Other long-term liabilities
|
9,505
|
|
8,324
|
|
Deferred income taxes
|
10,128
|
|
9,867
|
|
|
94,753
|
|
93,862
|
|
Contingencies (Note 13)
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
|
|
|
Preference shares
|
7,747
|
|
7,747
|
|
Common shares (2,025 and 2,025 outstanding at June 30, 2020 and December 31, 2019, respectively)
|
64,763
|
|
64,746
|
|
Additional paid-in capital
|
207
|
|
187
|
|
Deficit
|
(7,797
|
)
|
(6,314
|
)
|
Accumulated other comprehensive income/(loss) (Note 8)
|
1,753
|
|
(272
|
)
|
Reciprocal shareholding
|
(47
|
)
|
(51
|
)
|
Total Enbridge Inc. shareholders’ equity
|
66,626
|
|
66,043
|
|
Noncontrolling interests
|
3,315
|
|
3,364
|
|
|
69,941
|
|
69,407
|
|
Total liabilities and equity
|
164,694
|
|
163,269
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Three months ended
June 30, 2020 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation revenues
|
2,141
|
|
1,126
|
|
151
|
|
—
|
|
—
|
|
—
|
|
3,418
|
|
Storage and other revenues
|
24
|
|
66
|
|
56
|
|
—
|
|
—
|
|
—
|
|
146
|
|
Gas gathering and processing revenues
|
—
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
Gas distribution revenue
|
—
|
|
—
|
|
686
|
|
—
|
|
—
|
|
—
|
|
686
|
|
Electricity and transmission revenues
|
—
|
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
Total revenue from contracts with customers
|
2,165
|
|
1,197
|
|
893
|
|
54
|
|
—
|
|
—
|
|
4,309
|
|
Commodity sales
|
—
|
|
—
|
|
—
|
|
—
|
|
2,936
|
|
—
|
|
2,936
|
|
Other revenues1,2
|
598
|
|
5
|
|
8
|
|
96
|
|
11
|
|
(7
|
)
|
711
|
|
Intersegment revenues
|
182
|
|
1
|
|
2
|
|
—
|
|
2
|
|
(187
|
)
|
—
|
|
Total revenues
|
2,945
|
|
1,203
|
|
903
|
|
150
|
|
2,949
|
|
(194
|
)
|
7,956
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Three months ended
June 30, 2019 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation revenues
|
2,230
|
|
1,113
|
|
171
|
|
—
|
|
—
|
|
—
|
|
3,514
|
|
Storage and other revenues
|
25
|
|
46
|
|
52
|
|
—
|
|
—
|
|
—
|
|
123
|
|
Gas gathering and processing revenues
|
—
|
|
115
|
|
—
|
|
—
|
|
—
|
|
—
|
|
115
|
|
Gas distribution revenues
|
—
|
|
—
|
|
754
|
|
—
|
|
—
|
|
—
|
|
754
|
|
Electricity and transmission revenues
|
—
|
|
—
|
|
—
|
|
43
|
|
—
|
|
—
|
|
43
|
|
Commodity sales
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
Total revenue from contracts with customers
|
2,255
|
|
1,277
|
|
977
|
|
43
|
|
—
|
|
—
|
|
4,552
|
|
Commodity sales
|
—
|
|
—
|
|
—
|
|
—
|
|
8,413
|
|
—
|
|
8,413
|
|
Other revenues1, 2
|
199
|
|
10
|
|
(3
|
)
|
94
|
|
(7
|
)
|
5
|
|
298
|
|
Intersegment revenues
|
115
|
|
1
|
|
3
|
|
—
|
|
12
|
|
(131
|
)
|
—
|
|
Total revenues
|
2,569
|
|
1,288
|
|
977
|
|
137
|
|
8,418
|
|
(126
|
)
|
13,263
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Six months ended
June 30, 2020 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation revenues
|
4,581
|
|
2,381
|
|
366
|
|
—
|
|
—
|
|
—
|
|
7,328
|
|
Storage and other revenues
|
50
|
|
145
|
|
103
|
|
—
|
|
—
|
|
—
|
|
298
|
|
Gas gathering and processing revenues
|
—
|
|
12
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12
|
|
Gas distribution revenue
|
—
|
|
—
|
|
2,103
|
|
—
|
|
—
|
|
—
|
|
2,103
|
|
Electricity and transmission revenues
|
—
|
|
—
|
|
—
|
|
104
|
|
—
|
|
—
|
|
104
|
|
Total revenue from contracts with customers
|
4,631
|
|
2,538
|
|
2,572
|
|
104
|
|
—
|
|
—
|
|
9,845
|
|
Commodity sales
|
—
|
|
—
|
|
—
|
|
—
|
|
10,325
|
|
—
|
|
10,325
|
|
Other revenues1,2
|
(419
|
)
|
21
|
|
7
|
|
199
|
|
4
|
|
(13
|
)
|
(201
|
)
|
Intersegment revenues
|
267
|
|
1
|
|
6
|
|
—
|
|
18
|
|
(292
|
)
|
—
|
|
Total revenues
|
4,479
|
|
2,560
|
|
2,585
|
|
303
|
|
10,347
|
|
(305
|
)
|
19,969
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Six months ended
June 30, 2019 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation revenues
|
4,444
|
|
2,250
|
|
420
|
|
—
|
|
—
|
|
—
|
|
7,114
|
|
Storage and other revenues
|
52
|
|
99
|
|
106
|
|
—
|
|
—
|
|
—
|
|
257
|
|
Gas gathering and processing revenues
|
—
|
|
231
|
|
—
|
|
—
|
|
—
|
|
—
|
|
231
|
|
Gas distribution revenues
|
—
|
|
—
|
|
2,610
|
|
—
|
|
—
|
|
—
|
|
2,610
|
|
Electricity and transmission revenues
|
—
|
|
—
|
|
—
|
|
93
|
|
—
|
|
—
|
|
93
|
|
Commodity sales
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
Total revenue from contracts with customers
|
4,496
|
|
2,583
|
|
3,136
|
|
93
|
|
—
|
|
—
|
|
10,308
|
|
Commodity sales
|
—
|
|
—
|
|
—
|
|
—
|
|
15,045
|
|
—
|
|
15,045
|
|
Other revenues1, 2
|
539
|
|
20
|
|
26
|
|
196
|
|
(1
|
)
|
(14
|
)
|
766
|
|
Intersegment revenues
|
192
|
|
3
|
|
6
|
|
—
|
|
47
|
|
(248
|
)
|
—
|
|
Total revenues
|
5,227
|
|
2,606
|
|
3,168
|
|
289
|
|
15,091
|
|
(262
|
)
|
26,119
|
|
|
Receivables
|
|
Contract Assets
|
|
Contract Liabilities
|
|
(millions of Canadian dollars)
|
|
|
|
|||
Balance as at December 31, 2019
|
2,099
|
|
216
|
|
1,424
|
|
Balance as at June 30, 2020
|
1,642
|
|
228
|
|
1,540
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Consolidated
|
|
Three months ended
June 30, 2020 |
||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from products transferred at a point in time
|
—
|
|
—
|
|
15
|
|
—
|
|
—
|
|
15
|
|
Revenues from products and services transferred over time1
|
2,165
|
|
1,197
|
|
878
|
|
54
|
|
—
|
|
4,294
|
|
Total revenue from contracts with customers
|
2,165
|
|
1,197
|
|
893
|
|
54
|
|
—
|
|
4,309
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Consolidated
|
|
Three months ended
June 30, 2019 |
||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Revenues from products transferred at a point in time
|
—
|
|
3
|
|
17
|
|
—
|
|
—
|
|
20
|
|
Revenues from products and services transferred over time1
|
2,255
|
|
1,274
|
|
960
|
|
43
|
|
—
|
|
4,532
|
|
Total revenue from contracts with customers
|
2,255
|
|
1,277
|
|
977
|
|
43
|
|
—
|
|
4,552
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Consolidated
|
|
Six months ended
June 30, 2020 |
||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from products transferred at a point in time
|
—
|
|
—
|
|
30
|
|
—
|
|
—
|
|
30
|
|
Revenues from products and services transferred over time1
|
4,631
|
|
2,538
|
|
2,542
|
|
104
|
|
—
|
|
9,815
|
|
Total revenue from contracts with customers
|
4,631
|
|
2,538
|
|
2,572
|
|
104
|
|
—
|
|
9,845
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Consolidated
|
|
Six months ended
June 30, 2019 |
||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Revenues from products transferred at a point in time
|
—
|
|
3
|
|
34
|
|
—
|
|
—
|
|
37
|
|
Revenues from products and services transferred over time1
|
4,496
|
|
2,580
|
|
3,102
|
|
93
|
|
—
|
|
10,271
|
|
Total revenue from contracts with customers
|
4,496
|
|
2,583
|
|
3,136
|
|
93
|
|
—
|
|
10,308
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Three months ended
June 30, 2020 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
2,945
|
|
1,203
|
|
903
|
|
150
|
|
2,949
|
|
(194
|
)
|
7,956
|
|
Commodity and gas distribution costs
|
(1
|
)
|
—
|
|
(254
|
)
|
—
|
|
(3,021
|
)
|
168
|
|
(3,108
|
)
|
Operating and administrative
|
(782
|
)
|
(438
|
)
|
(269
|
)
|
(37
|
)
|
(29
|
)
|
(246
|
)
|
(1,801
|
)
|
Income/(loss) from equity investments
|
148
|
|
168
|
|
(8
|
)
|
21
|
|
(2
|
)
|
—
|
|
327
|
|
Other income
|
30
|
|
17
|
|
11
|
|
29
|
|
4
|
|
533
|
|
624
|
|
Earnings/(loss) before interest, income taxes, and depreciation and amortization
|
2,340
|
|
950
|
|
383
|
|
163
|
|
(99
|
)
|
261
|
|
3,998
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(949
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(681
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(591
|
)
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
1,777
|
|
|
Capital expenditures1
|
561
|
|
429
|
|
204
|
|
7
|
|
1
|
|
19
|
|
1,221
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Three months ended
June 30, 2019 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
2,569
|
|
1,288
|
|
977
|
|
137
|
|
8,418
|
|
(126
|
)
|
13,263
|
|
Commodity and gas distribution costs
|
(7
|
)
|
—
|
|
(344
|
)
|
(1
|
)
|
(8,209
|
)
|
120
|
|
(8,441
|
)
|
Operating and administrative
|
(776
|
)
|
(563
|
)
|
(268
|
)
|
(40
|
)
|
(1
|
)
|
(47
|
)
|
(1,695
|
)
|
Income from equity investments
|
204
|
|
193
|
|
2
|
|
4
|
|
10
|
|
—
|
|
413
|
|
Other income/(expense)
|
2
|
|
23
|
|
23
|
|
(6
|
)
|
3
|
|
160
|
|
205
|
|
Earnings before interest, income taxes, and depreciation and amortization
|
1,992
|
|
941
|
|
390
|
|
94
|
|
221
|
|
107
|
|
3,745
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(842
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(637
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(436
|
)
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
1,830
|
|
Capital expenditures1
|
522
|
|
424
|
|
223
|
|
2
|
|
1
|
|
14
|
|
1,186
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Six months ended
June 30, 2020 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
4,479
|
|
2,560
|
|
2,585
|
|
303
|
|
10,347
|
|
(305
|
)
|
19,969
|
|
Commodity and gas distribution costs
|
(8
|
)
|
—
|
|
(1,126
|
)
|
—
|
|
(10,264
|
)
|
272
|
|
(11,126
|
)
|
Operating and administrative
|
(1,647
|
)
|
(945
|
)
|
(518
|
)
|
(87
|
)
|
(57
|
)
|
(147
|
)
|
(3,401
|
)
|
Income from equity investments
|
345
|
|
93
|
|
15
|
|
37
|
|
—
|
|
—
|
|
490
|
|
Impairment of equity investments
|
—
|
|
(1,736
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,736
|
)
|
Other income/(expense)
|
21
|
|
(76
|
)
|
31
|
|
30
|
|
(4
|
)
|
(525
|
)
|
(523
|
)
|
Earnings/(loss) before interest, income taxes, and depreciation and amortization
|
3,190
|
|
(104
|
)
|
987
|
|
283
|
|
22
|
|
(705
|
)
|
3,673
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(1,831
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,387
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(42
|
)
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
413
|
|
|
Capital expenditures1
|
1,061
|
|
820
|
|
426
|
|
30
|
|
1
|
|
41
|
|
2,379
|
|
|
Liquids Pipelines
|
|
Gas Transmission and Midstream
|
|
Gas Distribution and Storage
|
|
Renewable Power Generation
|
|
Energy Services
|
|
Eliminations and Other
|
|
Consolidated
|
|
Six months ended
June 30, 2019 |
||||||||||||||
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
5,227
|
|
2,606
|
|
3,168
|
|
289
|
|
15,091
|
|
(262
|
)
|
26,119
|
|
Commodity and gas distribution costs
|
(13
|
)
|
—
|
|
(1,608
|
)
|
(2
|
)
|
(14,838
|
)
|
248
|
|
(16,213
|
)
|
Operating and administrative
|
(1,577
|
)
|
(1,076
|
)
|
(562
|
)
|
(82
|
)
|
(34
|
)
|
11
|
|
(3,320
|
)
|
Income from equity investments
|
401
|
|
390
|
|
13
|
|
18
|
|
3
|
|
1
|
|
826
|
|
Other income/(expense)
|
26
|
|
41
|
|
41
|
|
(5
|
)
|
5
|
|
357
|
|
465
|
|
Earnings before interest, income taxes, and depreciation and amortization
|
4,064
|
|
1,961
|
|
1,052
|
|
218
|
|
227
|
|
355
|
|
7,877
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(1,682
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,322
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,020
|
)
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
3,853
|
|
Capital expenditures1
|
1,542
|
|
818
|
|
396
|
|
16
|
|
2
|
|
39
|
|
2,813
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(number of common shares in millions)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
2,019
|
|
2,018
|
|
|
2,019
|
|
2,017
|
|
Effect of dilutive options
|
1
|
|
3
|
|
|
2
|
|
3
|
|
Diluted weighted average shares outstanding
|
2,020
|
|
2,021
|
|
|
2,021
|
|
2,020
|
|
|
Dividend per share
|
|
|
Common Shares1
|
|
$0.81000
|
|
Preference Shares, Series A
|
|
$0.34375
|
|
Preference Shares, Series B
|
|
$0.21340
|
|
Preference Shares, Series C2
|
|
$0.16779
|
|
Preference Shares, Series D
|
|
$0.27875
|
|
Preference Shares, Series F
|
|
$0.29306
|
|
Preference Shares, Series H
|
|
$0.27350
|
|
Preference Shares, Series J
|
|
US$0.30540
|
|
Preference Shares, Series L
|
|
US$0.30993
|
|
Preference Shares, Series N
|
|
$0.31788
|
|
Preference Shares, Series P
|
|
$0.27369
|
|
Preference Shares, Series R
|
|
$0.25456
|
|
Preference Shares, Series 1
|
|
US$0.37182
|
|
Preference Shares, Series 3
|
|
$0.23356
|
|
Preference Shares, Series 5
|
|
US$0.33596
|
|
Preference Shares, Series 7
|
|
$0.27806
|
|
Preference Shares, Series 9
|
|
$0.25606
|
|
Preference Shares, Series 113
|
|
$0.24613
|
|
Preference Shares, Series 134
|
|
$0.19019
|
|
Preference Shares, Series 15
|
|
$0.27500
|
|
Preference Shares, Series 17
|
|
$0.32188
|
|
Preference Shares, Series 19
|
|
$0.30625
|
|
4
|
The quarterly dividend per share paid on Series 13 was decreased to $0.19019 from $0.275 on June 1, 2020, due to the reset of the annual dividend on June 1, 2020, and every five years thereafter.
|
7.
|
DEBT
|
|
Maturity
|
Total
Facilities
|
|
Draws1
|
|
Available
|
|
(millions of Canadian dollars)
|
|
|
|
|
|||
Enbridge Inc.
|
2021-2024
|
12,013
|
|
5,531
|
|
6,482
|
|
Enbridge (U.S.) Inc.
|
2021-2024
|
7,491
|
|
2,531
|
|
4,960
|
|
Enbridge Pipelines Inc.
|
20212
|
3,000
|
|
1,985
|
|
1,015
|
|
Enbridge Gas Inc.
|
20212
|
2,000
|
|
355
|
|
1,645
|
|
Total committed credit facilities
|
|
24,504
|
|
10,402
|
|
14,102
|
|
1
|
Includes facility draws and commercial paper issuances that are back-stopped by credit facility.
|
2
|
Maturity date is inclusive of the one-year term out option.
|
Company
|
Issue Date
|
|
|
Principal Amount
|
(millions of Canadian dollars, unless otherwise stated)
|
|
|
||
Enbridge Inc.
|
|
|
|
|
|
February 2020
|
Floating rate notes
|
|
US$750
|
|
May 2020
|
3.20% medium-term notes
|
|
$750
|
|
May 2020
|
2.44% medium-term notes
|
|
$550
|
Enbridge Gas Inc.
|
|
|
|
|
|
April 2020
|
2.90% medium-term notes
|
|
$600
|
|
April 2020
|
3.65% medium-term notes
|
|
$600
|
Company
|
Repayment Date
|
|
|
Principal Amount
|
(millions of Canadian dollars, unless otherwise stated)
|
|
|
||
Enbridge Inc.
|
|
|
||
|
January 2020
|
Floating rate notes
|
|
US$700
|
|
March 2020
|
4.53% medium-term notes
|
|
$500
|
|
June 2020
|
Floating rate notes
|
|
US$500
|
Enbridge Pipelines (Southern Lights) L.L.C.
|
|
|
||
|
June 2020
|
3.98% senior notes due 2040
|
|
US$26
|
Enbridge Pipelines Inc.
|
|
|
|
|
|
April 2020
|
4.45% medium-term notes
|
$350
|
|
Enbridge Southern Lights LP
|
|
|
|
|
|
June 2020
|
4.01% senior notes due 2040
|
|
$7
|
Spectra Energy Partners, LP
|
|
|
||
|
January 2020
|
6.09% senior secured notes
|
|
US$111
|
|
June 2020
|
Floating rate notes
|
|
US$400
|
Westcoast Energy Inc.
|
|
|
|
|
|
January 2020
|
9.90% debentures
|
|
$100
|
8.
|
COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Cash Flow
Hedges
|
|
Excluded Components of Fair Value Hedges
|
|
Net
Investment
Hedges
|
|
Cumulative
Translation
Adjustment
|
|
Equity
Investees
|
|
Pension and
OPEB
Adjustment
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|||||||
Balance as at January 1, 2020
|
(1,073
|
)
|
—
|
|
(317
|
)
|
1,396
|
|
67
|
|
(345
|
)
|
(272
|
)
|
Other comprehensive income/(loss) retained in AOCI
|
(738
|
)
|
8
|
|
(375
|
)
|
2,843
|
|
25
|
|
—
|
|
1,763
|
|
Other comprehensive (income)/loss reclassified to earnings
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts1
|
103
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
103
|
|
Foreign exchange contracts2
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
Amortization of pension and OPEB actuarial loss and prior service costs4
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9
|
|
9
|
|
|
(633
|
)
|
8
|
|
(375
|
)
|
2,843
|
|
25
|
|
9
|
|
1,877
|
|
Tax impact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on amounts retained in AOCI
|
180
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
175
|
|
Income tax on amounts reclassified to earnings
|
(25
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(27
|
)
|
|
155
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
(2
|
)
|
148
|
|
Balance as at June 30, 2020
|
(1,551
|
)
|
8
|
|
(692
|
)
|
4,239
|
|
87
|
|
(338
|
)
|
1,753
|
|
|
Cash Flow
Hedges
|
|
Net
Investment
Hedges
|
|
Cumulative
Translation
Adjustment
|
|
Equity
Investees
|
|
Pension and
OPEB
Adjustment
|
|
Total
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
||||||
Balance as at January 1, 2019
|
(770
|
)
|
(598
|
)
|
4,323
|
|
34
|
|
(317
|
)
|
2,672
|
|
Other comprehensive income/(loss) retained in AOCI
|
(618
|
)
|
252
|
|
(2,508
|
)
|
22
|
|
—
|
|
(2,852
|
)
|
Other comprehensive (income)/loss reclassified to earnings
|
|
|
|
|
|
|
|
|||||
Interest rate contracts1
|
72
|
|
—
|
|
—
|
|
—
|
|
—
|
|
72
|
|
Foreign exchange contracts2
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
Other contracts3
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
Amortization of pension and OPEB actuarial loss and prior service costs4
|
—
|
|
—
|
|
—
|
|
—
|
|
57
|
|
57
|
|
|
(547
|
)
|
252
|
|
(2,508
|
)
|
22
|
|
57
|
|
(2,724
|
)
|
Tax impact
|
|
|
|
|
|
|
||||||
Income tax on amounts retained in AOCI
|
196
|
|
(31
|
)
|
—
|
|
(5
|
)
|
—
|
|
160
|
|
Income tax on amounts reclassified to earnings
|
(25
|
)
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
(39
|
)
|
|
171
|
|
(31
|
)
|
—
|
|
(5
|
)
|
(14
|
)
|
121
|
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
55
|
|
55
|
|
Balance as at June 30, 2019
|
(1,146
|
)
|
(377
|
)
|
1,815
|
|
51
|
|
(219
|
)
|
124
|
|
2
|
Reported within Transportation and other services revenues and Net foreign currency gain/(loss) in the Consolidated Statements of Earnings.
|
June 30, 2020
|
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
|
—
|
|
—
|
|
18
|
|
55
|
|
73
|
|
|
(36
|
)
|
37
|
|
Commodity contracts
|
1
|
|
—
|
|
—
|
|
276
|
|
277
|
|
|
(152
|
)
|
125
|
|
|
1
|
|
—
|
|
18
|
|
331
|
|
350
|
|
1
|
(188
|
)
|
162
|
|
Deferred amounts and other assets
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange contracts
|
18
|
|
—
|
|
69
|
|
158
|
|
245
|
|
|
(112
|
)
|
133
|
|
Commodity contracts
|
1
|
|
—
|
|
—
|
|
62
|
|
63
|
|
|
(23
|
)
|
40
|
|
|
19
|
|
—
|
|
69
|
|
220
|
|
308
|
|
|
(135
|
)
|
173
|
|
Accounts payable and other
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange contracts
|
(5
|
)
|
(17
|
)
|
(2
|
)
|
(540
|
)
|
(564
|
)
|
|
36
|
|
(528
|
)
|
Interest rate contracts
|
(832
|
)
|
—
|
|
—
|
|
(15
|
)
|
(847
|
)
|
|
—
|
|
(847
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(344
|
)
|
(344
|
)
|
|
152
|
|
(192
|
)
|
Other Contracts
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
|
—
|
|
(1
|
)
|
|
(837
|
)
|
(17
|
)
|
(2
|
)
|
(900
|
)
|
(1,756
|
)
|
2
|
188
|
|
(1,568
|
)
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange contracts
|
—
|
|
—
|
|
—
|
|
(1,524
|
)
|
(1,524
|
)
|
|
112
|
|
(1,412
|
)
|
Interest rate contracts
|
(390
|
)
|
—
|
|
—
|
|
—
|
|
(390
|
)
|
|
—
|
|
(390
|
)
|
Commodity contracts
|
—
|
|
—
|
|
—
|
|
(80
|
)
|
(80
|
)
|
|
23
|
|
(57
|
)
|
Other contracts
|
(3
|
)
|
—
|
|
—
|
|
(3
|
)
|
(6
|
)
|
|
—
|
|
(6
|
)
|
|
(393
|
)
|
—
|
|
—
|
|
(1,607
|
)
|
(2,000
|
)
|
|
135
|
|
(1,865
|
)
|
Total net derivative assets/(liabilities)
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange contracts
|
13
|
|
(17
|
)
|
85
|
|
(1,851
|
)
|
(1,770
|
)
|
|
—
|
|
(1,770
|
)
|
Interest rate contracts
|
(1,222
|
)
|
—
|
|
—
|
|
(15
|
)
|
(1,237
|
)
|
|
—
|
|
(1,237
|
)
|
Commodity contracts
|
2
|
|
—
|
|
—
|
|
(86
|
)
|
(84
|
)
|
|
—
|
|
(84
|
)
|
Other contracts
|
(3
|
)
|
—
|
|
—
|
|
(4
|
)
|
(7
|
)
|
|
—
|
|
(7
|
)
|
|
(1,210
|
)
|
(17
|
)
|
85
|
|
(1,956
|
)
|
(3,098
|
)
|
|
—
|
|
(3,098
|
)
|
1
|
As at June 30, 2020, $349 million was reported within Accounts receivable and other and $1 million within Accounts receivable from affiliates on the Consolidated Statements of Financial Position.
|
2
|
As at June 30, 2020, $1,745 million was reported within Accounts payable and other and $11 million within Accounts payable to affiliates on the Consolidated Statements of Financial Position.
|
December 31, 2019
|
Derivative
Instruments
Used as
Cash Flow Hedges
|
|
Derivative
Instruments
Used as Net
Investment 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
|
—
|
|
—
|
|
161
|
|
161
|
|
|
(78
|
)
|
83
|
|
Commodity contracts
|
—
|
|
—
|
|
163
|
|
163
|
|
|
(47
|
)
|
116
|
|
Other contracts
|
1
|
|
—
|
|
3
|
|
4
|
|
|
—
|
|
4
|
|
|
1
|
|
—
|
|
327
|
|
328
|
|
1
|
(125
|
)
|
203
|
|
Deferred amounts and other assets
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
10
|
|
—
|
|
71
|
|
81
|
|
|
(42
|
)
|
39
|
|
Commodity contracts
|
—
|
|
—
|
|
17
|
|
17
|
|
|
(2
|
)
|
15
|
|
Other contracts
|
2
|
|
—
|
|
1
|
|
3
|
|
|
—
|
|
3
|
|
|
12
|
|
—
|
|
89
|
|
101
|
|
|
(44
|
)
|
57
|
|
Accounts payable and other
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
(5
|
)
|
(13
|
)
|
(392
|
)
|
(410
|
)
|
|
78
|
|
(332
|
)
|
Interest rate contracts
|
(353
|
)
|
—
|
|
—
|
|
(353
|
)
|
|
—
|
|
(353
|
)
|
Commodity contracts
|
—
|
|
—
|
|
(173
|
)
|
(173
|
)
|
|
47
|
|
(126
|
)
|
|
(358
|
)
|
(13
|
)
|
(565
|
)
|
(936
|
)
|
2
|
125
|
|
(811
|
)
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
—
|
|
—
|
|
(934
|
)
|
(934
|
)
|
|
42
|
|
(892
|
)
|
Interest rate contracts
|
(181
|
)
|
—
|
|
—
|
|
(181
|
)
|
|
—
|
|
(181
|
)
|
Commodity contracts
|
(5
|
)
|
—
|
|
(60
|
)
|
(65
|
)
|
|
2
|
|
(63
|
)
|
|
(186
|
)
|
—
|
|
(994
|
)
|
(1,180
|
)
|
|
44
|
|
(1,136
|
)
|
Total net derivative assets/(liabilities)
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
5
|
|
(13
|
)
|
(1,094
|
)
|
(1,102
|
)
|
|
—
|
|
(1,102
|
)
|
Interest rate contracts
|
(534
|
)
|
—
|
|
—
|
|
(534
|
)
|
|
—
|
|
(534
|
)
|
Commodity contracts
|
(5
|
)
|
—
|
|
(53
|
)
|
(58
|
)
|
|
—
|
|
(58
|
)
|
Other contracts
|
3
|
|
—
|
|
4
|
|
7
|
|
|
—
|
|
7
|
|
|
(531
|
)
|
(13
|
)
|
(1,143
|
)
|
(1,687
|
)
|
|
—
|
|
(1,687
|
)
|
1
|
As at December 31, 2019, $327 million was reported within Accounts receivable and other and $1 million within Accounts receivable from affiliates on the Consolidated Statements of Financial Position.
|
2
|
As at December 31, 2019, $920 million was reported within Accounts payable and other and $16 million within Accounts payable to affiliates on the Consolidated Statements of Financial Position.
|
|
|
|
|
|
|
|
|
|
|
|||||||
June 30, 2020
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
|
Total
|
|
|
Foreign exchange contracts - United States dollar forwards - purchase (millions of United States dollars)
|
973
|
|
500
|
|
1,750
|
|
—
|
|
—
|
|
—
|
|
|
3,223
|
|
|
Foreign exchange contracts - United States dollar forwards - sell (millions of United States dollars)
|
3,027
|
|
5,631
|
|
5,703
|
|
3,784
|
|
1,856
|
|
—
|
|
|
20,001
|
|
|
Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP)
|
76
|
|
27
|
|
28
|
|
29
|
|
30
|
|
90
|
|
|
280
|
|
|
Foreign exchange contracts - Euro forwards - sell (millions of Euro)
|
23
|
|
94
|
|
94
|
|
92
|
|
90
|
|
515
|
|
|
908
|
|
|
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen)
|
—
|
|
—
|
|
72,500
|
|
—
|
|
—
|
|
—
|
|
|
72,500
|
|
|
Interest rate contracts - short-term pay fixed rate (millions of Canadian dollars)
|
2,984
|
|
4,190
|
|
411
|
|
49
|
|
35
|
|
121
|
|
|
7,790
|
|
|
Interest rate contracts - long-term debt pay fixed rate (millions of Canadian dollars)
|
3,452
|
|
1,595
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
5,047
|
|
|
Equity contracts (millions of Canadian dollars)
|
16
|
|
34
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50
|
|
|
Commodity contracts - natural gas (billions of cubic feet)3
|
45
|
|
55
|
|
22
|
|
17
|
|
10
|
|
11
|
|
|
160
|
|
|
Commodity contracts - crude oil (millions of barrels)3
|
8
|
|
9
|
|
1
|
|
—
|
|
—
|
|
—
|
|
|
18
|
|
|
Commodity contracts - power (megawatt per hour) (MW/H)
|
70
|
|
(3
|
)
|
(43
|
)
|
(43
|
)
|
(43
|
)
|
(43
|
)
|
1
|
(18
|
)
|
2
|
1
|
As at June 30, 2020, thereafter includes an average net purchase/(sell) of power of (43) MW/H for 2025.
|
2
|
Total is an average net purchase/(sell) of power.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Unrealized gain/(loss) on derivative
|
(133
|
)
|
—
|
|
|
85
|
|
—
|
|
Unrealized gain/(loss) on hedged item
|
138
|
|
—
|
|
|
(65
|
)
|
—
|
|
Realized loss on derivative
|
—
|
|
—
|
|
|
(12
|
)
|
—
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Amount of unrealized gain/(loss) recognized in OCI
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
||||
Foreign exchange contracts
|
(13
|
)
|
(3
|
)
|
|
6
|
|
(13
|
)
|
Interest rate contracts
|
(35
|
)
|
(285
|
)
|
|
(750
|
)
|
(581
|
)
|
Commodity contracts
|
—
|
|
(18
|
)
|
|
9
|
|
(21
|
)
|
Other contracts
|
1
|
|
2
|
|
|
(6
|
)
|
5
|
|
Fair value hedges
|
|
|
|
|
|
||||
Foreign exchange contracts
|
5
|
|
—
|
|
|
8
|
|
—
|
|
Net investment hedges
|
|
|
|
|
|
||||
Foreign exchange contracts
|
3
|
|
1
|
|
|
(4
|
)
|
2
|
|
|
(39
|
)
|
(303
|
)
|
|
(737
|
)
|
(608
|
)
|
Amount of (gain)/loss reclassified from AOCI to earnings
|
|
|
|
|
|
||||
Foreign exchange contracts1
|
1
|
|
—
|
|
|
2
|
|
2
|
|
Interest rate contracts2
|
59
|
|
40
|
|
|
103
|
|
72
|
|
Other contracts3
|
—
|
|
6
|
|
|
—
|
|
(3
|
)
|
|
60
|
|
46
|
|
|
105
|
|
71
|
|
1
|
Reported within Transportation and other services revenues and Net foreign currency gain/(loss) in the Consolidated Statements of Earnings.
|
2
|
Reported within Interest expense in the Consolidated Statements of Earnings.
|
3
|
Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Foreign exchange contracts1
|
1,246
|
|
412
|
|
|
(757
|
)
|
1,028
|
|
Interest rate contracts2
|
3
|
|
—
|
|
|
(15
|
)
|
178
|
|
Commodity contracts3
|
(517
|
)
|
162
|
|
|
(44
|
)
|
(99
|
)
|
Other contracts4
|
—
|
|
—
|
|
|
(8
|
)
|
5
|
|
Total unrealized derivative fair value gain/(loss), net
|
732
|
|
574
|
|
|
(824
|
)
|
1,112
|
|
1
|
For the respective six months ended periods, reported within Transportation and other services revenues (2020 - $437 million loss; 2019 - $550 million gain) and Net foreign currency gain/(loss) (2020 - $320 million loss; 2019 - $478 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 six months ended periods, reported within Transportation and other services revenues (2020 - $17 million gain; 2019 - $25 million loss), Commodity sales (2020 - $403 million loss; 2019 - $490 million loss), Commodity costs (2020 - $348 million gain; 2019 - $392 million gain) and Operating and administrative expense (2020 - $6 million loss; 2019 - $24 million gain) in the Consolidated Statements of Earnings.
|
4
|
Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
|
|
June 30,
2020 |
|
December 31,
2019 |
|
(millions of Canadian dollars)
|
|
|
||
Canadian financial institutions
|
125
|
|
146
|
|
United States financial institutions
|
127
|
|
40
|
|
European financial institutions
|
34
|
|
3
|
|
Asian financial institutions
|
135
|
|
92
|
|
Other1
|
218
|
|
113
|
|
|
639
|
|
394
|
|
1
|
Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
|
June 30, 2020
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gross
Derivative
Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
Current derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
73
|
|
—
|
|
73
|
|
Commodity contracts
|
15
|
|
47
|
|
215
|
|
277
|
|
|
15
|
|
120
|
|
215
|
|
350
|
|
Long-term derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
245
|
|
—
|
|
245
|
|
Commodity contracts
|
21
|
|
27
|
|
15
|
|
63
|
|
|
21
|
|
272
|
|
15
|
|
308
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Current derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(564
|
)
|
—
|
|
(564
|
)
|
Interest rate contracts
|
—
|
|
(847
|
)
|
—
|
|
(847
|
)
|
Commodity contracts
|
(29
|
)
|
(16
|
)
|
(299
|
)
|
(344
|
)
|
Other contracts
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
(29
|
)
|
(1,428
|
)
|
(299
|
)
|
(1,756
|
)
|
Long-term derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(1,524
|
)
|
—
|
|
(1,524
|
)
|
Interest rate contracts
|
—
|
|
(390
|
)
|
—
|
|
(390
|
)
|
Commodity contracts
|
(12
|
)
|
(9
|
)
|
(59
|
)
|
(80
|
)
|
Other contracts
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|
(12
|
)
|
(1,929
|
)
|
(59
|
)
|
(2,000
|
)
|
Total net financial assets/(liabilities)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(1,770
|
)
|
—
|
|
(1,770
|
)
|
Interest rate contracts
|
—
|
|
(1,237
|
)
|
—
|
|
(1,237
|
)
|
Commodity contracts
|
(5
|
)
|
49
|
|
(128
|
)
|
(84
|
)
|
Other contracts
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
|
(5
|
)
|
(2,965
|
)
|
(128
|
)
|
(3,098
|
)
|
December 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Gross
Derivative
Instruments
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
Current derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
161
|
|
—
|
|
161
|
|
Commodity contracts
|
—
|
|
33
|
|
130
|
|
163
|
|
Other contracts
|
—
|
|
4
|
|
—
|
|
4
|
|
|
—
|
|
198
|
|
130
|
|
328
|
|
Long-term derivative assets
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
81
|
|
—
|
|
81
|
|
Commodity contracts
|
—
|
|
12
|
|
5
|
|
17
|
|
Other contracts
|
—
|
|
3
|
|
—
|
|
3
|
|
|
—
|
|
96
|
|
5
|
|
101
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Current derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(410
|
)
|
—
|
|
(410
|
)
|
Interest rate contracts
|
—
|
|
(353
|
)
|
—
|
|
(353
|
)
|
Commodity contracts
|
(5
|
)
|
(23
|
)
|
(145
|
)
|
(173
|
)
|
|
(5
|
)
|
(786
|
)
|
(145
|
)
|
(936
|
)
|
Long-term derivative liabilities
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(934
|
)
|
—
|
|
(934
|
)
|
Interest rate contracts
|
—
|
|
(181
|
)
|
—
|
|
(181
|
)
|
Commodity contracts
|
—
|
|
(6
|
)
|
(59
|
)
|
(65
|
)
|
|
—
|
|
(1,121
|
)
|
(59
|
)
|
(1,180
|
)
|
Total net financial assets/(liabilities)
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
—
|
|
(1,102
|
)
|
—
|
|
(1,102
|
)
|
Interest rate contracts
|
—
|
|
(534
|
)
|
—
|
|
(534
|
)
|
Commodity contracts
|
(5
|
)
|
16
|
|
(69
|
)
|
(58
|
)
|
Other contracts
|
—
|
|
7
|
|
—
|
|
7
|
|
|
(5
|
)
|
(1,613
|
)
|
(69
|
)
|
(1,687
|
)
|
1
|
Financial and physical forward commodity contracts are valued using a market approach valuation technique.
|
2
|
One million British thermal units (mmbtu).
|
|
Six months ended
June 30, |
|||
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
Level 3 net derivative liability at beginning of period
|
(69
|
)
|
(11
|
)
|
Total gain/(loss) unrealized
|
|
|
|
|
Included in earnings1
|
(107
|
)
|
103
|
|
Included in OCI
|
7
|
|
(20
|
)
|
Settlements
|
41
|
|
(174
|
)
|
Level 3 net derivative liability at end of period
|
(128
|
)
|
(102
|
)
|
1
|
Reported within Transportation and other services revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Service cost
|
58
|
|
51
|
|
|
100
|
|
102
|
|
Interest cost
|
54
|
|
50
|
|
|
87
|
|
101
|
|
Expected return on plan assets
|
(113
|
)
|
(84
|
)
|
|
(180
|
)
|
(168
|
)
|
Amortization of actuarial loss and prior service costs
|
10
|
|
8
|
|
|
19
|
|
15
|
|
Net periodic benefit costs
|
9
|
|
25
|
|
|
26
|
|
50
|
|
•
|
Our assets are highly contracted and commercially underpinned by long-term take-or-pay and cost-of-service agreements;
|
•
|
Approximately 95 percent of our revenues in the first half of 2020 were from investment grade customers or non-investment grade customers who have provided credit enhancements;
|
•
|
The acquisition of Spectra Energy in 2017 provided us with greater diversification into natural gas with embedded low risk commercial structures. We currently have approximately 40 different sources of cash flows by geography and by different customer groups;
|
•
|
A strong financial position with over $14 billion of net available liquidity which gives us the capacity to fund all of our capital projects and any debt maturities through 2021 without accessing the capital markets; and
|
•
|
We limit the maximum cash flow loss that could arise from direct market price risks through a comprehensive long-term economic hedging program.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
|
Segment earnings/(loss) before interest, income taxes and depreciation and amortization
|
|
|
|
|
|
||||
Liquids Pipelines
|
2,340
|
|
1,992
|
|
|
3,190
|
|
4,064
|
|
Gas Transmission and Midstream
|
950
|
|
941
|
|
|
(104
|
)
|
1,961
|
|
Gas Distribution and Storage
|
383
|
|
390
|
|
|
987
|
|
1,052
|
|
Renewable Power Generation
|
163
|
|
94
|
|
|
283
|
|
218
|
|
Energy Services
|
(99
|
)
|
221
|
|
|
22
|
|
227
|
|
Eliminations and Other
|
261
|
|
107
|
|
|
(705
|
)
|
355
|
|
Earnings before interest, income taxes and depreciation and amortization
|
3,998
|
|
3,745
|
|
|
3,673
|
|
7,877
|
|
Depreciation and amortization
|
(949
|
)
|
(842
|
)
|
|
(1,831
|
)
|
(1,682
|
)
|
Interest expense
|
(681
|
)
|
(637
|
)
|
|
(1,387
|
)
|
(1,322
|
)
|
Income tax expense
|
(591
|
)
|
(436
|
)
|
|
(42
|
)
|
(1,020
|
)
|
(Earnings)/loss attributable to noncontrolling interests
|
(36
|
)
|
2
|
|
|
(5
|
)
|
(35
|
)
|
Preference share dividends
|
(94
|
)
|
(96
|
)
|
|
(190
|
)
|
(191
|
)
|
Earnings attributable to common shareholders
|
1,647
|
|
1,736
|
|
|
218
|
|
3,627
|
|
Earnings per common share attributable to common shareholders
|
0.82
|
|
0.86
|
|
|
0.11
|
|
1.80
|
|
Diluted earnings per common share attributable to common shareholders
|
0.82
|
|
0.86
|
|
|
0.11
|
|
1.80
|
|
•
|
a non-cash, unrealized derivative fair value gain of $1,186 million ($876 million after-tax) in 2020, compared with a gain of $424 million ($336 million after-tax) in 2019, reflecting net fair value gains and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange risks; and
|
•
|
a non-cash, net positive adjustment to crude oil and natural gas inventories in our Energy Services business segment of $340 million ($257 million after-tax) in 2020, compared with a net negative adjustment of $6 million ($5 million after-tax) in 2019.
|
•
|
a non-cash, unrealized loss of $525 million ($397 million after-tax) in 2020, compared with a gain of $139 million ($103 million after-tax) in 2019, reflecting the revaluation of derivatives used in our Energy Services business segment to manage the profitability of transportation and storage transactions, as well as manage the exposure to movements in commodity prices; and
|
•
|
employee severance, transition and transformation costs of $268 million ($200 million after-tax) in 2020 compared with $21 million ($16 million after-tax) in 2019 primarily related to our voluntary workforce reduction program offered in the second quarter of 2020.
|
•
|
decreased earnings from our Liquids Pipelines segment due to lower volume demand resulting from the COVID-19 pandemic impact on supply and demand for crude oil and related products;
|
•
|
the absence of earnings in 2020 from the federally-regulated portion of our Canadian natural gas gathering and processing businesses which were sold on December 31, 2019;
|
•
|
increased income tax expense primarily due to higher United States minimum tax and timing of recognition of newly enacted Canadian tax legislation that came into effect in the second half of 2019; and
|
•
|
higher depreciation and amortization expense as a result of new assets placed into service throughout 2019 and the first quarter of 2020, primarily the Canadian Line 3 Replacement (L3R) Program.
|
•
|
increased earnings from our Gas Transmission and Midstream segment due to settled rates on Texas Eastern resulting from the February 2020 rate settlement;
|
•
|
increased earnings from new Liquids Pipelines, Gas Transmission and Midstream, and Renewable Power Generation assets that were placed into service throughout 2019 and the first quarter of 2020;
|
•
|
increased earnings from our Gas Distribution and Storage segment due to higher distribution charges resulting from increases in rates and customer base; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Canadian to United States dollar average exchange rate (Average Exchange Rate) of $1.39 in 2020 compared with $1.34 in 2019.
|
•
|
a combined loss of $2,060 million ($1,550 million after-tax) related to our equity method investment in DCP Midstream due to a loss of $1,736 million ($1,306 million after-tax) resulting from an impairment to the carrying value of our investment and a loss of $324 million ($244 million after-tax) resulting from further asset and goodwill impairment losses, refer to Part I. Item 1. Financial Statements - Note 9. Impairment of Equity Investments;
|
•
|
a non-cash, unrealized derivative fair value loss of $770 million ($585 million after-tax) in 2020, compared with a gain of $1,024 million ($750 million after-tax) in 2019, reflecting net fair value gains and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange risks;
|
•
|
a non-cash, net negative adjustment to crude oil and natural gas inventories in our Energy Services business segment of $2 million ($2 million after-tax) in 2020, compared with a net positive adjustment of $85 million ($61 million after-tax) in 2019;
|
•
|
a loss of $159 million ($119 million after-tax) in 2020 resulting from the February 2020 Texas Eastern rate settlement that re-established the Excess Accumulated Deferred Income Tax (EDIT) regulated liability that was previously eliminated in December 2018; and
|
•
|
employee severance, transition and transformation costs of $279 million ($212 million after-tax) in 2020 compared with $65 million ($62 million after-tax) in 2019 primarily related to our voluntary workforce reduction program offered in the second quarter of 2020.
|
•
|
decreased earnings from our Energy Services segment due to the significant compression of location and quality differentials in certain markets and fewer opportunities to achieve profitable transportation margins on facilities where we hold capacity obligations;
|
•
|
decreased earnings from our Gas Distribution and Storage segment due to warmer weather experienced in our franchise areas;
|
•
|
the absence of earnings in 2020 from the federally-regulated portion of our Canadian natural gas gathering and processing businesses which were sold on December 31, 2019;
|
•
|
increased income tax expense primarily due to higher United States minimum tax and timing of recognition of newly enacted Canadian tax legislation that came into effect in the second half of 2019; and
|
•
|
higher depreciation and amortization expense as a result of new assets placed into service throughout 2019 and the first quarter of 2020, primarily the Canadian L3R Program.
|
•
|
stronger contributions from our Liquids Pipelines segment due to a higher International Joint Tariff (IJT) Benchmark Toll;
|
•
|
increased earnings from our Gas Transmission and Midstream segment due to settled rates on Texas Eastern, retroactive to June 1, 2019, resulting from the February 2020 rate settlement;
|
•
|
increased earnings from new Liquids Pipelines, Gas Transmission and Midstream, and Renewable Power Generation assets that were placed into service throughout 2019 and the first quarter of 2020; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Average Exchange Rate of $1.37 in 2020 compared with $1.33 in 2019.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Earnings before interest, income taxes and depreciation and amortization
|
2,340
|
|
1,992
|
|
|
3,190
|
|
4,064
|
|
•
|
lower Mainline System ex-Gretna throughput of 2,439 kbpd in 2020 compared with 2,661 kbpd in 2019 due to lower volume demand resulting from the COVID-19 pandemic impact on supply and demand for crude oil and related products; and
|
•
|
lower throughput on our Bakken Pipeline System, Flanagan South Pipeline and Seaway Crude Pipeline System driven by the significant impact of lower crude oil prices and the COVID-19 pandemic on supply and demand for crude oil and related products.
|
•
|
a higher IJT Benchmark Toll on our Mainline System of US$4.21 in 2020 compared with US$4.15 in 2019;
|
•
|
contributions from the Canadian L3R Program that was placed into service on December 1, 2019 with an interim surcharge on Mainline System volumes of US$0.20 per barrel for the IJT Benchmark Toll; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Average Exchange Rate of $1.39 in 2020 compared with $1.34 in 2019.
|
•
|
a higher IJT Benchmark Toll on our Mainline System of US$4.21 in 2020 compared with US$4.15 in 2019;
|
•
|
contributions from the Canadian L3R Program that was placed into service on December 1, 2019 with an interim surcharge on Mainline System volumes of US$0.20 per barrel for the IJT Benchmark Toll; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Average Exchange Rate of $1.37 in 2020 compared with $1.33 in 2019.
|
•
|
lower Mainline System ex-Gretna throughput of 2,641 kbpd in 2020 compared with 2,689 kbpd in 2019 due to lower volume demand resulting from the COVID-19 pandemic impact on supply and demand for crude oil and related products; and
|
•
|
lower throughput on our Bakken Pipeline System, Flanagan South Pipeline and Seaway Crude Pipeline System driven by the significant impact of lower crude oil prices and the COVID-19 pandemic on supply and demand for crude oil and related products.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Earnings/(loss) before interest, income taxes and depreciation and amortization
|
950
|
|
941
|
|
|
(104
|
)
|
1,961
|
|
•
|
higher revenues from settled rates on Texas Eastern resulting from the February 2020 rate settlement;
|
•
|
contributions from the Stratton Ridge project and the second phase of the Atlantic Bridge project that were placed into service in the second and fourth quarters of 2019, respectively; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Average Exchange Rate of $1.39 in 2020 compared with $1.34 in 2019.
|
•
|
the absence of earnings in 2020 from the federally-regulated portion of our Canadian natural gas gathering and processing businesses which were sold on December 31, 2019;
|
•
|
higher operating costs on our US Gas Transmission assets;
|
•
|
narrowed AECO-Chicago basis at our Alliance Pipeline joint venture; and
|
•
|
lower commodity prices impacting fractionation margins at our Aux Sable joint venture.
|
•
|
a loss of $1,736 million in 2020 resulting from an impairment to the carrying value of our equity method investment in DCP Midstream related to a decline in the market price of DCP Midstream, LP's publicly-traded units;
|
•
|
a loss of $324 million in 2020 resulting from further asset and goodwill impairment losses at our equity method investee, DCP Midstream; and
|
•
|
a loss of $159 million in 2020 resulting from the February 2020 Texas Eastern rate settlement that re-established the Excess Accumulated Deferred Income Tax regulated liability that was previously eliminated in December 2018.
|
•
|
higher revenues from settled rates on Texas Eastern, retroactive to June 1, 2019, resulting from the February 2020 rate settlement;
|
•
|
contributions from the Stratton Ridge project and the second phase of the Atlantic Bridge project that were placed into service in the second and fourth quarters of 2019, respectively; and
|
•
|
the net favorable effect of translating United States dollar EBITDA at a higher Average Exchange Rate of $1.37 in 2020 compared with $1.33 in 2019.
|
•
|
the absence of earnings in 2020 from the federally-regulated portion of our Canadian natural gas gathering and processing businesses which were sold on December 31, 2019;
|
•
|
higher operating costs on our US Gas Transmission assets;
|
•
|
narrowed AECO-Chicago basis at our Alliance Pipeline joint venture; and
|
•
|
lower commodity prices impacting fractionation margins at our Aux Sable joint venture.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Earnings before interest, income taxes and depreciation and amortization
|
383
|
|
390
|
|
|
987
|
|
1,052
|
|
•
|
colder weather experienced in our franchise service areas in 2020 when compared with 2019; when compared with the normal weather forecast embedded in rates, the colder weather in 2020 positively impacted 2020 EBITDA by approximately $22 million while the colder weather in 2019 positively impacted 2019 EBITDA by approximately $19 million;
|
•
|
higher distribution charges resulting from increases in rates and customer base; and
|
•
|
synergy captures realized from the amalgamation of Enbridge Gas Distribution (EGD) and Union Gas Limited (Union Gas).
|
•
|
warmer weather experienced in our franchise service areas in 2020 when compared with the colder than normal weather experienced in 2019. When compared with the normal weather forecast embedded in rates, the warmer weather in 2020 negatively impacted 2020 EBITDA by approximately $19 million while the colder weather in 2019 positively impacted 2019 EBITDA by approximately $52 million; and
|
•
|
the absence of earnings in 2020 from Enbridge Gas New Brunswick and St. Lawrence Gas Company, Inc. which were sold on October 1, 2019 and November 1, 2019, respectively.
|
•
|
higher distribution charges resulting from increases in rates and customer base; and
|
•
|
synergy captures realized from the amalgamation of EGD and Union Gas.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Earnings before interest, income taxes and depreciation and amortization
|
163
|
|
94
|
|
|
283
|
|
218
|
|
•
|
stronger wind resources at United States wind facilities;
|
•
|
reimbursements received at certain Canadian wind facilities resulting from a change in operator; and
|
•
|
contributions from the Hohe See Offshore Wind Project, which reached full operating capacity in October 2019 and the Albatros expansion, which was placed into service in January 2020.
|
•
|
stronger wind resources at United States wind facilities;
|
•
|
reimbursements received at certain Canadian wind facilities resulting from a change in operator; and
|
•
|
contributions from the Hohe See Offshore Wind Project, which reached full operating capacity in October 2019 and the Albatros expansion, which was placed into service in January 2020.
|
•
|
higher mechanical repair costs at certain United States wind facilities; and
|
•
|
lower wind resources at Canadian wind facilities.
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) before interest, income taxes and depreciation and amortization
|
(99
|
)
|
221
|
|
|
22
|
|
227
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
|
||||
Earnings/(loss) before interest, income taxes and depreciation and amortization
|
261
|
|
107
|
|
|
(705
|
)
|
355
|
|
•
|
employee severance, transition and transformation costs of $253 million in 2020 compared with $17 million in 2019 primarily related to our voluntary workforce reduction program offered in the second quarter of 2020; and
|
•
|
a non-cash, unrealized intercompany foreign exchange loss of $22 million in 2020.
|
•
|
a non-cash, unrealized loss of $313 million in 2020, compared with a gain of $444 million in 2019, reflecting net fair value gains and losses arising from the change in the mark-to-market value of derivative financial instruments used to manage foreign exchange risk;
|
•
|
employee severance, transition and transformation costs of $257 million in 2020 compared with $26 million in 2019 primarily related to our voluntary workforce reduction program offered in the second quarter of 2020;
|
•
|
a loss of $74 million in 2020 from non-cash changes in a corporate guarantee obligation; and
|
•
|
a loss of $43 million in 2020 from the write-down of certain minor investments in emerging energy and other technologies.
|
•
|
Sabal Trail Phase II - an expansion of our existing Sabal Trail pipeline through the addition of two new greenfield compressor stations in Albany, Georgia and Dunnellon, Florida. The expansion received FERC approval in April 2020 and was placed into service on May 1, 2020.
|
•
|
Utility Growth Capital & Storage Enhancements - we are proceeding with $0.3 billion of utility growth capital expenditures including regulated rate base system reinforcements and an enhancement of our unregulated storage facilities at Dawn, Ontario.
|
•
|
Fécamp Offshore Wind Project - an offshore wind project that will be comprised of 71 wind turbines located off the northwest coast of France and is expected to generate approximately 500-MW. Project revenues are underpinned by a 20-year fixed price power purchase agreement.
|
•
|
Éolien Maritime France SAS - on May 1, 2020, we executed agreements to sell 49% of an entity that holds our 50% interest in EMF to CPP Investments. Post-closing, CPP Investments will fund their 49% share of all ongoing future development capital. Closing of the transaction is subject to customary regulatory approvals and is expected to occur in the fourth quarter of 2020. After the transaction closes, through our investment in EMF, we will own equity interests in three French offshore wind projects, including Saint-Nazaire (25.5%), Fécamp (17.9%) and Courseulles (21.7%). The Saint-Nazaire France Offshore Wind Project reached a positive final investment decision in 2019 and the Fécamp Offshore Wind Project reached a positive final investment decision in June 2020 and are now considered to be commercially secured. The remaining project, Courseulles, is expected to reach a final investment decision by next year.
|
|
Maturity
Dates
|
Total
Facilities
|
|
Draws1
|
|
Available
|
|
(millions of Canadian dollars)
|
|
|
|
|
|||
Enbridge Inc.
|
2021-2024
|
12,013
|
|
5,531
|
|
6,482
|
|
Enbridge (U.S.) Inc.
|
2021-2024
|
7,491
|
|
2,531
|
|
4,960
|
|
Enbridge Pipelines Inc.
|
20212
|
3,000
|
|
1,985
|
|
1,015
|
|
Enbridge Gas Inc.
|
20212
|
2,000
|
|
355
|
|
1,645
|
|
Total committed credit facilities
|
|
24,504
|
|
10,402
|
|
14,102
|
|
1
|
Includes facility draws and commercial paper issuances that are back-stopped by credit facility.
|
2
|
Maturity date is inclusive of the one-year term out option.
|
Company
|
Issue Date
|
|
|
Principal Amount
|
(millions of Canadian dollars, unless otherwise stated)
|
|
|
||
Enbridge Inc.
|
|
|
||
|
February 2020
|
Floating rate notes
|
|
US$750
|
|
May 2020
|
3.20% medium-term notes
|
|
$750
|
|
May 2020
|
2.44% medium-term notes
|
|
$550
|
Enbridge Gas Inc.
|
|
|
|
|
|
April 2020
|
2.90% medium-term notes
|
|
$600
|
|
April 2020
|
3.65% medium-term notes
|
|
$600
|
Company
|
Repayment Date
|
|
|
Principal Amount
|
(millions of Canadian dollars, unless otherwise stated)
|
|
|
||
Enbridge Inc.
|
|
|
||
|
January 2020
|
Floating rate notes
|
US$700
|
|
|
March 2020
|
4.53% medium-term notes
|
$500
|
|
|
June 2020
|
Floating rate notes
|
|
US$500
|
Enbridge Pipelines (Southern Lights) L.L.C.
|
|
|
||
|
June 2020
|
3.98% senior notes due 2040
|
|
US$26
|
Enbridge Pipelines Inc.
|
|
|
|
|
|
April 2020
|
4.45% medium-term notes
|
|
$350
|
Enbridge Southern Lights LP
|
|
|
|
|
|
June 2020
|
4.01% senior notes due 2040
|
|
$7
|
Spectra Energy Partners, LP
|
|
|
||
|
January 2020
|
6.09% senior secured notes
|
|
US$111
|
|
June 2020
|
Floating rate notes
|
|
US$400
|
Westcoast Energy Inc.
|
|
|
|
|
|
January 2020
|
9.90% debentures
|
|
$100
|
|
Six months ended
June 30, |
|||
|
2020
|
|
2019
|
|
(millions of Canadian dollars)
|
|
|
|
|
Operating activities
|
5,225
|
|
4,670
|
|
Investing activities
|
(2,266
|
)
|
(3,457
|
)
|
Financing activities
|
(3,124
|
)
|
(1,058
|
)
|
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
|
(14
|
)
|
(25
|
)
|
Increase/(decrease) in cash and cash equivalents and restricted cash
|
(179
|
)
|
130
|
|
•
|
The increase in cash provided by operating activities was primarily attributable to changes in operating assets and liabilities. Our operating assets and liabilities fluctuate in the normal course due to various factors, including the impact of fluctuations in commodity prices and activity levels on working capital within our business segments, the timing of tax payments, as well as timing of cash receipts and payments generally.
|
•
|
The factor above was partially offset by the impact of certain unusual, infrequent or other non-operating factors as discussed under Results of Operations.
|
•
|
The decrease in cash used in investing activities was primarily attributable to proceeds received from dispositions in the second quarter of 2020 and lower contributions to the Gray Oak Holdings LLC equity investment.
|
•
|
We are continuing with the execution of our growth capital program which is further described in Growth Projects - Commercially Secured Projects. The timing of project approval, construction and in-service dates impacts the timing of cash requirements.
|
•
|
The increase in cash used in financing activities was primarily attributable to an increase in repayments of long-term debt and a decrease in commercial paper and credit facility draws.
|
•
|
The factors above were partially offset by an increase in issuances of long-term debt and the absence of Westcoast Energy Inc.'s redemption of all of its outstanding Series 7 and Series 8 preference shares in 2020 when compared with the corresponding period in 2019.
|
•
|
Our common share dividend payments increased period-over-period primarily due to the 9.8% increase in our common share dividend rate.
|
SEP Notes1
|
EEP Notes2
|
4.600% Senior Notes due 2021
|
4.200% Notes due 2021
|
4.750% Senior Notes due 2024
|
5.875% Notes due 2025
|
3.500% Senior Notes due 2025
|
5.950% Notes due 2033
|
3.375% Senior Notes due 2026
|
6.300% Notes due 2034
|
5.950% Senior Notes due 2043
|
7.500% Notes due 2038
|
4.500% Senior Notes due 2045
|
5.500% Notes due 2040
|
|
7.375% Notes due 2045
|
1
|
As at June 30, 2020, the aggregate outstanding principal amount of SEP notes was approximately US$3.5 billion.
|
2
|
As at June 30, 2020, the aggregate outstanding principal amount of EEP notes was approximately US$3.0 billion.
|
USD Denominated1
|
CAD Denominated2
|
Floating Rate Note due 2022
|
4.850% Senior Notes due 2020
|
2.900% Senior Notes due 2022
|
4.260% Senior Notes due 2021
|
4.000% Senior Notes due 2023
|
3.160% Senior Notes due 2021
|
3.500% Senior Notes due 2024
|
4.850% Senior Notes due 2022
|
2.500% Senior Notes due 2025
|
3.190% Senior Notes due 2022
|
4.250% Senior Notes due 2026
|
3.190% Senior Notes due 2022
|
3.700% Senior Notes due 2027
|
3.940% Senior Notes due 2023
|
3.125% Senior Notes due 2029
|
3.940% Senior Notes due 2023
|
4.500% Senior Notes due 2044
|
3.950% Senior Notes due 2024
|
5.500% Senior Notes due 2046
|
2.440% Senior Notes due 2025
|
4.000% Senior Notes due 2049
|
3.200% Senior Notes due 2027
|
|
3.200% Senior Notes due 2027
|
|
6.100% Senior Notes due 2028
|
|
2.990% Senior Notes due 2029
|
|
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
|
|
4.240% Senior Notes due 2042
|
|
4.570% Senior Notes due 2044
|
|
4.570% Senior Notes due 2044
|
|
4.870% Senior Notes due 2044
|
|
4.560% Senior Notes due 2064
|
1
|
As at June 30, 2020, the aggregate outstanding principal amount of the Enbridge United States dollar denominated notes was approximately US$7.5 billion.
|
2
|
As at June 30, 2020, the aggregate outstanding principal amount of the Enbridge Canadian dollar denominated notes was approximately $8.4 billion.
|
1.
|
Enbridge Inc., the Parent Issuer and Guarantor;
|
2.
|
SEP, a Subsidiary Issuer and Guarantor, and
|
3.
|
EEP, a Subsidiary Issuer and Guarantor.
|
|
Parent Issuer and Guarantor
|
|
Subsidiary Issuer and Guarantor - SEP
|
|
Subsidiary Issuer and Guarantor - EEP
|
|
|||
(millions of Canadian dollars)
|
|
||||||||
Operating revenues
|
—
|
|
—
|
|
—
|
|
|||
Operating loss
|
(36
|
)
|
(1
|
)
|
(2
|
)
|
|||
Earnings/(loss)
|
(333
|
)
|
(50
|
)
|
318
|
|
|||
Earnings/(loss) attributable to common shareholders
|
(523
|
)
|
(50
|
)
|
318
|
|
|
Parent Issuer and Guarantor
|
|
Subsidiary Issuer and Guarantor - SEP
|
|
Subsidiary Issuer and Guarantor - EEP
|
|
||
(millions of Canadian dollars)
|
|
|||||||
Accounts receivable from affiliates
|
780
|
|
—
|
|
5
|
|
||
Short-term loans receivable from affiliates
|
95
|
|
—
|
|
4,754
|
|
||
Other current assets
|
281
|
|
7
|
|
9
|
|
||
Long-term loans receivable from affiliates
|
32,192
|
|
73
|
|
1,937
|
|
||
Other long-term assets
|
4,379
|
|
957
|
|
—
|
|
||
Accounts payable to affiliates
|
796
|
|
829
|
|
158
|
|
||
Short-term loans payable to affiliates
|
1,038
|
|
2,207
|
|
2,026
|
|
||
Other current liabilities
|
3,382
|
|
477
|
|
58
|
|
||
Long-term loans payable to affiliates
|
18,577
|
|
—
|
|
3,269
|
|
||
Other long-term liabilities
|
31,402
|
|
4,593
|
|
3,993
|
|
|
Parent Issuer and Guarantor
|
|
Subsidiary Issuer and Guarantor - SEP
|
|
Subsidiary Issuer and Guarantor - EEP
|
|
|||
(millions of Canadian dollars)
|
|
||||||||
Accounts receivable from affiliates
|
729
|
|
—
|
|
12
|
|
|||
Short-term loans receivable from affiliates
|
1,691
|
|
—
|
|
3,961
|
|
|||
Other current assets
|
438
|
|
41
|
|
8
|
|
|||
Long-term loans receivable from affiliates
|
47,285
|
|
73
|
|
2,387
|
|
|||
Other long-term assets
|
3,681
|
|
933
|
|
1
|
|
|||
Accounts payable to affiliates
|
736
|
|
367
|
|
68
|
|
|||
Short-term loans payable to affiliates
|
367
|
|
2,058
|
|
1,991
|
|
|||
Other current liabilities
|
5,204
|
|
598
|
|
52
|
|
|||
Long-term loans payable to affiliates
|
33,686
|
|
—
|
|
3,112
|
|
|||
Other long-term liabilities
|
28,585
|
|
4,708
|
|
3,801
|
|
•
|
received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and was insolvent or rendered insolvent by reason of such incurrence;
|
•
|
was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
|
•
|
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
|
•
|
any direct or indirect sale, exchange or transfer, whether by way of merger, sale or transfer of equity interests or otherwise, to any person that is not an affiliate of Enbridge, of any of Enbridge’s direct or indirect limited partnership of other equity interests in that Partnership as a result of which the Partnership ceases to be a consolidated subsidiary of Enbridge;
|
•
|
the merger of that Partnership into Enbridge or the other Partnership or the liquidation and dissolution of that Partnership;
|
•
|
the repayment in full or discharge or defeasance of those Guaranteed Enbridge Notes, as contemplated by the applicable indenture or guarantee agreement;
|
•
|
with respect to EEP, the repayment in full or discharge or defeasance of each of the consenting EEP notes listed above;
|
•
|
with respect to SEP, the repayment in full or discharge or defeasance of each of the consenting SEP notes listed above; or
|
•
|
with respect to any series of Guaranteed Enbridge Notes, with the consent of holders of at least a majority of the outstanding principal amount of that series of Guaranteed Enbridge Notes.
|
•
|
adversely impacted market fundamentals, such as commodity prices and supply and demand for energy, decreasing volumes transported on our systems, increasing our exposure to asset utilization risks and adversely affecting our results;
|
•
|
adversely impacted our Liquids Pipelines growth rate and results; however, the full extent of such adverse impact is still uncertain;
|
•
|
could prevent one or more of our secured capital projects from proceeding, delay its completion or increase its anticipated cost;
|
•
|
adversely impacted the operations or financial position of our third-party suppliers, service providers or customers and increase our exposure to contract-related risks or customer credit risk;
|
•
|
adversely impacted the global capital markets, which could adversely impact our ability to access capital markets at effective rates, the ratings assigned to our securities or our credit facilities;
|
•
|
increased our risks associated with emergency measures taken (including remote working, distancing and additional personal protective equipment), including increased cyber security risks, increased costs and the potential for reduced availability or productivity of our employees or third-party contractors or service providers;
|
•
|
adversely impacted our ability to accurately forecast assumptions used to evaluate expansion projects, acquisitions and divestitures on an ongoing basis or for our financial guidance;
|
•
|
adversely impacted the carrying value of our equity method investment in DCP Midstream and could adversely impact the outcome of future asset impairment tests, indicating that the carrying value of such assets might be impaired;
|
•
|
could adversely impact the execution of current and future trade policies between Canada and the United States; and
|
•
|
could result in future business interruption losses that our insurance coverage may not be sufficient to cover.
|
Exhibit No.
|
|
Description
|
|
||
10.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)
|
|
|
ENBRIDGE INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
July 29, 2020
|
By:
|
/s/ Al Monaco
|
|
|
Al Monaco
President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
July 29, 2020
|
By:
|
/s/ Colin K. Gruending
|
|
|
|
Colin K. Gruending
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
1.
|
DEFINED TERMS
|
2.
|
PURPOSE AND OBJECTIVES
|
(a)
|
The purpose of this Plan is to provide a compensation system for Directors. This Plan applies only to the members of the Board and does not apply to board members of affiliate organizations or employees of the Corporation or any of its subsidiaries.
|
(b)
|
The objectives of this Plan are:
|
(i)
|
to compensate Directors commensurate with the risks, responsibilities and time commitments assumed by Board members;
|
(ii)
|
to attract and retain the services of the most qualified individuals to serve on the Board;
|
(iii)
|
to align the interests of Directors with the Corporation’s shareholders;
|
(iv)
|
to provide competitive levels of compensation by considering various pay components typically provided to directors; and
|
(v)
|
to deliver such compensation in a tax effective manner.
|
(c)
|
The Board provides oversight and stewardship over this Plan through the Governance Committee and has overall responsibility for determining the philosophical framework of the Directors’ compensation program.
|
3.
|
ADMINISTRATION
|
4.
|
EXTERNAL BENCHMARKING
|
(a)
|
The Board supports maintaining a level of compensation for Directors that is competitive with compensation levels paid to directors of comparable public corporations; reflects the risks accompanying Board membership and the time commitments and responsibilities required of Directors, committee members and Board or Committee Chairs; and reflects the size and complexity of the Corporation’s business.
|
(b)
|
The Governance Committee will, from time to time, with the assistance of qualified external experts in the area of compensation benchmarking, review and determine the appropriate comparable public corporations against which comparisons are made (the “Comparator Group”) with the intention that such Comparator Group be consistent with the periodic evaluation of executive management compensation.
|
(c)
|
To the extent possible and appropriate, the Governance Committee shall align the Comparator Group with the group used to benchmark executive management compensation practices as approved by the Human Resources & Compensation Committee (refer to Enbridge Inc. senior management compensation policy Compensation Comparators).
|
5.
|
COMMUNICATION
|
6.
|
APPLICATION
|
7.
|
DIRECTORS’ COMPENSATION
|
(a)
|
General
|
(a)
|
Fee Structure and Payment Particulars
|
(i)
|
Compensation will be made on the basis of a flat fee structure that incorporates all Board, committee, and Chair retainers as determined by the Board. The Board’s policy is to target flat fee levels at the 50th percentile of total compensation levels paid to directors of the Comparator Group (as defined in Section 4).
|
(ii)
|
As of January 1, 2020, Compensation shall be as set out in Appendix “A”. Changes to Appendix “A” may be made by the Board following a recommendation of or consultation with the Governance Committee. Upon any such change being approved by the Board, a new Appendix “A” incorporating the changes and effective as of the date established by the Board shall be attached to the Plan and become Appendix “A” for all purposes of the Plan.
|
(iii)
|
Compensation is paid quarterly, in arrears. All Directors, regardless of country of residency, shall be paid in US dollars.
|
(iv)
|
A percentage of the Compensation may be withheld in cases where a Director’s attendance at Board meetings or Committee meetings or both, falls below the established minimum. The Governance Committee will review the continuation of the Director on the Board if an inordinate number of meetings are missed.
|
(v)
|
At any time, the Board, on the recommendation of the Governance Committee, may grant to Directors a Bonus Retainer in the form of a direct grant of DSUs. For U.S. Taxpayers only, DSUs comprising a Bonus Retainer shall be payable on December 31 of the year following the year of the Director’s Retirement Date and no U.S. Taxpayer shall be permitted to elect the form or timing of payment of any portion of a Bonus Retainer.
|
(b)
|
Forms of Payment
|
8.
|
COMPENSATION - SHARES
|
(a)
|
In respect of any amount of Compensation payable to a Director in Shares, funds sufficient for the purchase in the open market of such Shares shall be paid to the Trustee by the Corporation in trust for such Director from time to time, and shall be applied by the Trustee to the purchase of Shares, in the open market on a stock exchange, for that Director.
|
(b)
|
The Shares to which a Director becomes entitled hereunder shall be calculated on the basis of the Market Value thereof two (2) weeks prior to the Payment Date.
|
(c)
|
The Trustee shall cause such Shares to be registered in the name of the Director and held in electronic book-entry form through the DRS.
|
(d)
|
The Trustee shall cause the transfer agent to provide (i) a Direct Registration (DRS) Advice to each Director promptly after each purchase of Shares on such Director’s behalf, which will set out the number of Shares so purchased and the aggregate number of Shares held by such Director in the DRS, and (ii) a Direct Registration (DRS) Statement to each such Director annually. In addition, the Trustee shall promptly provide any other information required by the Director for tax reporting purposes.
|
9.
|
COMPENSATION - DEFERRED STOCK UNITS
|
(a)
|
Deferred Stock Unit Account
|
(b)
|
Crediting Deferred Stock Unit Account
|
(c)
|
Additional Deferred Stock Units From Dividends On Shares
|
10.
|
CANADIAN TAXPAYER - DEFERRED STOCK UNITS
|
(a)
|
Choice of Compensation Mix
|
(i)
|
The Directors shall elect on or before December 31 of the preceding year in which Compensation will be earned, the portion of such Compensation, excluding any Bonus Retainer, to be received by the Director in cash, Shares or Deferred Stock Units in respect of that calendar year, and, failing such election, the Director shall, subject to any minimum amounts of cash, Shares or Deferred Stock Units as set out in Appendix “A”, be deemed to have elected 100% in cash.
|
(ii)
|
Where a Director joins the Board after January 1 in any year, such Director shall make his or her compensation mix election within thirty (30) days of his or her election or appointment to the Board.
|
(iii)
|
In all cases, the Directors’ elections shall be irrevocable and shall remain in force from the date of such election until the date of the next election.
|
(b)
|
Canadian Election Form
|
(c)
|
Elected Payment Date – Canadian Taxpayer
|
(d)
|
No Election Default
|
(e)
|
Payment on Death of a Canadian Taxpayer
|
(i)
|
When a Director dies, the value of the Deferred Stock Units credited to that Director’s Deferred Stock Unit Account, net of applicable withholdings, shall be paid to his or her Beneficiary as soon as practicable after the Director’s death, provided that the payment shall be made no later than December 31 of the first calendar year commencing after that Director’s Retirement Date.
|
(ii)
|
Notwithstanding the above, if the Beneficiary of the deceased Director has not been determined within sixty (60) days after the Director’s death, the Corporation shall make such payment to the Estate.
|
(f)
|
Determining Value for Canadian Taxpayers
|
(i)
|
for Subsections 10 (c) and (d), the Market Value on the third (3rd) Trading Day before the elected payment date; and
|
(ii)
|
for Subsection 10(e), the Market Value on the next Trading Day after the Director’s death.
|
(g)
|
Effect of Reorganization of the Corporation for Canadian Taxpayers
|
11.
|
US TAXPAYER- DEFERRED STOCK UNITS
|
(i)
|
the portion of such Compensation, excluding any Bonus Retainer, to be received by those Directors in cash, Shares or Deferred Stock Units in respect of that calendar year. If no election is made the Director shall, subject to any minimum amounts of cash, Shares or Deferred Stock Units as set out in Appendix “A”, be deemed to have elected 100% in cash;
|
(ii)
|
the date, to be agreed upon by each of the Directors and the Corporation for payment of such Director’s Deferred Stock Unit Account where such date may be any date after that Director’s Retirement Date, provided that the payment date is after that Retirement Date and no later than December 31 of the first calendar year commencing after that Retirement Date. If no such payment date is determined, the Corporation, at its sole discretion, shall pay the amount owing from Director’s Deferred Stock Unit Account within ninety (90) days following that Director’s Retirement Date;
|
(iii)
|
where a Director joins the Board after January 1 in any year, such Director shall make his or her election for both compensation mix and payment date within thirty (30) days of his or her election or appointment to the Board; and
|
(iv)
|
in all cases, the Directors’ elections shall be irrevocable and shall remain in force from the date of such election until the Director’s Retirement Date.
|
(a)
|
U.S. Election Form
|
(b)
|
Specified Employee
|
(c)
|
Payment on Death of a U.S. Taxpayer
|
(i)
|
When a Director dies, the value of the Deferred Stock Unit Account, credited to that Director’s Deferred Stock Unit Account, net of applicable withholdings, shall be paid to his or her Beneficiary not later than by the later of (i) the end of the calendar year of the Director’s Retirement Date, or (ii) ninety (90) days following that Director’s date of death, provided that the Beneficiary shall not be permitted to designate the taxable year in which such payment is made.
|
(ii)
|
Notwithstanding the above, if the Beneficiary of the deceased Director has not been determined within sixty (60) days after the Director’s death, the Corporation shall make such payment to the Estate.
|
(i)
|
for Subsections 11(a)(ii),(iii) and (c), the Market Value on the third (3rd) Trading Day before the elected payment date; and
|
(ii)
|
for Subsection 11(d), the Market Value on the next Trading Day after the Director’s death.
|
(a)
|
Dual-Taxed Members
|
(i)
|
If the Director has made a valid election under Section 11(a) and (b) with regard to payment of the Director’s Deferred Stock Units, payment of such Director’s Deferred Stock Unit Account shall be made in accordance such election, subject to Section 11(c).
|
(ii)
|
If the Director has not made a valid election under Section 11(a) and (b) with regard to payment of the Director’s Deferred Stock Units, payment of such Director’s Deferred Stock Unit Account shall be made as of a date determined by the Corporation in its discretion, with such payment date to be within ninety (90) days following the Director’s Retirement Date, subject to the following:
|
a.
|
If the ninety (90) day period begins in one calendar year and ends in the following calendar year, the payment date within such 90-day period shall be determined in the sole discretion of the Corporation, and the Director shall not be permitted to make a payment election under Section 10(c) and (d) of the Plan that applies for a Canadian Taxpayer; or
|
b.
|
If the ninety (90) day period begins and ends in the same calendar year, the Director shall be permitted to make a payment election under Section 10(c) and (d) of the Plan, but the payment date elected by the Director must fall within the 90-day period following the Director’s Retirement Date.
|
(h)
|
Effect of Reorganization of the Corporation for U.S. Taxpayers and Dual-Taxed Members
|
12.
|
BROKERAGE COMMISSIONS
|
13.
|
TAXES AND REPORTING
|
(a)
|
The Corporation shall deduct from all amounts otherwise payable to a Director (or Beneficiary or Estate, as the case may be) all amounts, including applicable taxes, that are required by law to be withheld with respect to amount otherwise payable.
|
(b)
|
Notwithstanding anything else contained herein, each Director who participates in this Plan shall be responsible for:
|
(i)
|
the payment of all applicable taxes including, but not limited to, income taxes payable in connection with the acquisition, holding and delivery of Shares for or to a Director pursuant to this Plan and the payment of the value of the Deferred Stock Units, subject to deduction and remittance by the Corporation of applicable withholding taxes; and
|
(ii)
|
compliance with the continuous disclosure requirements of the applicable securities commissions or similar regulatory authorities in Canada and those exchanges upon which the Corporation’s Shares are traded, including, but not limited to, the preparation and filing of insider trading reports respecting the acquisition of Shares pursuant to this Plan,
|
14.
|
DILUTION ADJUSTMENTS
|
15.
|
OPERATION OF RIGHTS PLAN
|
16.
|
AMENDMENTS, ETC.
|
17.
|
PERIODIC REVIEW
|
(a)
|
by external consultants every second year, commencing in 2015; and
|
(b)
|
by internal management every second year, commencing in 2014.
|
18.
|
EFFECTIVE DATE
|
1.
|
Flat Fee Schedule
|
|
Elective Payment Form1
|
||||||
Compensation Elements |
Annual Fee2 |
Before minimum share ownership
|
After minimum share ownership
|
||||
Cash
|
Shares
|
DSUs
|
Cash |
Shares
|
DSUs
|
||
Board Retainer
|
$242,250
|
Up to 50%
|
Up to 50%
|
50% to 100%
|
Up to 65%
|
Up to 65%
|
35% to 100%
|
Additional Board Chair Retainer
|
$225,250
|
||||||
Additional Committee Chair Retainer:
AFRC
HRCC
S&R
GC
CSR
|
$25,000
$20,000
$15,000
$15,000
$15,000
|
2.
|
All fees in U.S. dollars.
|
2.
|
Penalty for Non-Attendance
|
3.
|
Travel Fees
|
4.
|
Share Ownership Requirement
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Enbridge Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 29, 2020
|
By:
|
/s/ Al Monaco
|
|
|
|
Al Monaco
President and Chief Executive Officer
Enbridge Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Enbridge Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
|
Date:
|
July 29, 2020
|
By:
|
/s/ Colin K. Gruending
|
|
|
|
Colin K. Gruending
Executive Vice President and Chief Financial Officer (Principal Financial Officer) Enbridge Inc. |
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enbridge Inc.
|
Date:
|
July 29, 2020
|
By:
|
/s/ Al Monaco
|
|
|
|
Al Monaco
President and Chief Executive Officer
Enbridge Inc.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enbridge Inc.
|
Date:
|
July 29, 2020
|
By:
|
/s/ Colin K. Gruending
|
|
|
|
Colin K. Gruending
Executive Vice President and Chief Financial Officer (Principal Financial Officer) Enbridge Inc. |