ENBRIDGE INC false 0000895728 0000895728 2022-11-25 2022-11-25 0000895728 us-gaap:CommonStockMember 2022-11-25 2022-11-25 0000895728 us-gaap:SeniorSubordinatedNotesMember 2022-11-25 2022-11-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 25, 2022

 

 

 

LOGO

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Canada   001-15254   98-0377957

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices) (Zip Code)

1-403- 231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 25, 2022, each of Cynthia L. Hansen, Executive Vice President and President, Gas Transmission and Midstream, and Colin K. Gruending, Executive Vice President and President, Liquids Pipelines, and on November 29, 2022, Vern D. Yu, Executive Vice President, Corporate Development and Chief Financial Officer, received a special retention award from Enbridge Inc. in the form of 74,813, 55,597 and 74,129 restricted stock units (RSUs), respectively, under Enbridge Inc.’s 2019 Long-Term Incentive Plan. The RSUs will vest on the second anniversary of the grant date and settle in Enbridge shares, in each case, subject to the award recipient’s continued employment with Enbridge or its subsidiaries. In the event there is a change in any such officer’s reporting relationship to the President and CEO, a termination not for cause, or constructive dismissal, the grants will be settled in Enbridge shares within 30 days of vesting based on the volume weighted average share price of Enbridge shares. The foregoing description of RSUs is qualified in all respects by the full text of the form of Grant Notice and Award Agreement filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure

On November 30, 2022, Enbridge Inc. issued a news release in connection with its 2023 financial guidance and increase in the common share dividend effective March 1, 2023. A copy of this news release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01

Other Events

Enbridge Inc. issued an additional news release on November 30, 2022 in connection with the appointment of Pamela L. Carter as the new Chair of the Board of Directors. A copy of this news release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Form of Enbridge Inc. 2019 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (Share-settled) – Retention Award Version
99.2    News Release of Enbridge Inc. dated November 30, 2022
99.3    News Release of Enbridge Inc. dated November 30, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

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

 

   

ENBRIDGE INC.

(Registrant)

Date: November 30, 2022     By:  

/s/ Karen K.L. Uehara

      Karen K.L. Uehara
     

Vice President & Corporate Secretary

(Duly Authorized Officer)

Exhibit 99.1

ENBRIDGE INC.

2019 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE – FORM OF RETENTION AWARD

Pursuant to the Enbridge Inc. 2019 Long Term Incentive Plan (the “Plan”), Enbridge Inc. (the “Company”) has granted to the participant listed below (“Participant”) an award (the “Award”) of Restricted Stock Units (the “RSUs”), as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice will have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.

 

  Participant:  

 

 
  Grant Date:  

 

 
  Number of RSUs:  

 

 
  Term:  

 

 
  Maturity Date:  

 

 

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, and the Agreement, effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice, and the Agreement in their entireties, and acknowledges that the Company hereby advises Participant to obtain the advice of counsel prior to executing this Grant Notice. Participant fully understands and accepts all provisions of the Plan, this Grant Notice, and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, or the Agreement. Participant agrees that the Grant Notice, the Agreement, and the Plan constitute the entire agreement with respect to the Award.

 

Enbridge Inc.:       Participant:
By:   

 

     

 

   Signature       Signature   
Name:   

 

      Name:   

 

Title:   

 

        

 

Share-Settled RSU Grant Notice – Retention Award


Exhibit A

RESTRICTED STOCK UNIT AWARD AGREEMENT

ARTICLE I

GENERAL

1.1 Award of RSUs and Dividend Equivalent Units.

(a) Subject to the terms and conditions of this Agreement and the Plan, the Company has granted to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), an award of RSUs as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive, subject to the terms of the Plan and this Agreement, one fully paid and non-assessable Share from treasury in accordance with Section 2.3; provided, however, that Participant will have no right to any Share until such time, if ever, that an RSU has vested and become settled hereunder.

(b) In the event that any cash dividend is declared on Shares with a record date that occurs during the Dividend Equivalent Period (as defined below), the Participant will receive dividend equivalent rights in the form of additional RSUs (the “Dividend Equivalent Units”) at the time such dividend is paid to the Company’s shareholders. The number of Dividend Equivalent Units that the Participant will receive at any such time will be equal to (1) the cash dividend amount per Share times (2) the number of RSUs covered by the Participant’s Award (and, unless otherwise determined by the Company, any Dividend Equivalent Units previously credited under the Participant’s Award that have not been previously settled through the delivery of Shares (or cash) prior to, such date), divided by the Fair Market Value of one Share on the applicable dividend payment date; provided, that, in the event the Dividend Reinvestment Plan is then in effect, the number of Dividend Equivalent Units that the Participant will receive shall instead be calculated in accordance with the methodologies (including any discount feature) set forth therein, as determined by the Administrator in its sole discretion. Each Dividend Equivalent Unit will constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) one Share (or cash equal to the Fair Market Value thereof) in accordance with the Plan and will vest and be settled or paid at the same time, and subject to the same terms and conditions, as the RSUs on which such Dividend Equivalent Unit was accrued. “Dividend Equivalent Period” means the period commencing on the Grant Date and ending on the last day on which Shares (or cash) are delivered to the Participant with respect to the RSUs.

1.2 Nature of Award. The RSUs granted to Participant pursuant to the Grant Notice and this Award are prospective in nature such that the Award is not in respect of service rendered in a year prior to the year that includes the Grant Date.

1.3 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.4 Defined Terms. Capitalized terms not specifically defined in this Agreement will have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

 

2


ARTICLE II

VESTING, FORFEITURE AND SETTLEMENT

2.1 Vesting; Maturity Dates.

(a) The RSUs will become vested on the Maturity Date; provided, that except as otherwise set forth in Section 2.1(b), the Participant is, as of the Maturity Date, and has been at all times since the Grant Date, an Employee.

(b) Accelerated Vesting.

(i) CIC Termination. In the event that Participant has a Termination of Service within two years following a Change in Control as a result of (1) involuntary Termination of Service by the Company or a Subsidiary without Cause or (2) Termination of Service by the Participant for Good Reason (in each case, a “CIC Termination”), then all unvested RSUs shall automatically become 100% vested on the Participant’s Termination of Service and be settled in accordance with Section 2.3.

(ii) Death or Disability. In the event that Participant has a Termination of Service due to the Participant’s death or Disability, then all unvested RSUs shall automatically become 100% vested on the Participant’s Termination of Service and be settled in accordance with Section 2.3.

2.2 Forfeiture and Personal Leave.

(a) Any RSUs that do not vest in accordance with Section 2.1 above shall immediately and automatically be cancelled and forfeited on the Participant’s Termination of Service for any reason. Notwithstanding anything herein to the contrary, in the event that Participant has an involuntary Termination of Service for Cause, then any RSUs that have not been settled in accordance with Section 2.3 as of the Participant’s Termination of Service, whether vested or not, shall be immediately forfeited as of the date of the Participant’s Termination of Service.

(b) Notwithstanding anything in Section 2.1 to the contrary, in the event that the Participant was on personal leave of absence (within the meaning of the Company’s, or applicable Subsidiary’s, Personal Leave Policy) for a period of greater than three months during the Term, the RSUs eligible to vest pursuant to Section 2.1(a) shall be reduced on a pro-rata basis. The pro-rata portion of RSUs that shall be eligible to vest under Section 2.1(a) and settled under Section 2.3 shall be determined by multiplying the number of RSUs granted by a fraction, the numerator of which is the number of full calendar days during the Term that the Participant was an Employee not on Personal Leave and the denominator of which is the total number of full calendar days in the Term. For the purpose of this calculation only, the first three months of the Participant’s personal leave of absence shall be counted as days that an Employee was not on personal leave of absence.

2.3 Settlement. Shares underlying RSUs that become vested in accordance with this Article II will be delivered within thirty days following the Maturity Date; provided, that in the case of RSUs that become vested due to Sections 2.1(b)(i) or 2.1(b)(ii), the Maturity Date shall be the date of the Participant’s Termination of Service and delivery shall be made within thirty days thereafter, and provided further, that in no case will any delivery in respect of an RSU be made after the second year following the year that includes the Grant Date.

 

3


2.4 No Rights as Shareholder. Until delivery of the underlying Shares, the Participant will have no rights as a shareholder (including, without limitation, the right to vote and to receive dividends) with respect to any RSUs covered by this Agreement and until such delivery, will have only those rights of a general unsecured creditor in accordance with Section 4.10.

ARTICLE III

TAXATION AND TAX WITHHOLDING

3.1 Tax Withholding.

(a) Participant must make arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations arising in connection with the Award.

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or delivery of the RSUs. The Company and the Subsidiaries do not commit to, and are under no obligation to, structure this Award to reduce or eliminate Participant’s tax liability.

(c) Participant acknowledges that the Company has advised Participant to obtain independent legal and tax advice regarding the grant and delivery in respect of the RSUs.

3.2 Section 409A. The provisions of this Section 3.2 apply to the Participant only if the Participant is a US taxpayer. This Agreement and the Plan provisions that apply to the RSUs are intended and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, “deferred compensation” as defined in the regulations under Section 409A, whether by reason of short-term deferral treatment or other exceptions or provisions). The Administrator will have full authority to give effect to this intent. To the extent that any portion of the RSUs are intended to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the delivery in respect of such RSUs to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on delivery to be satisfied, the Administrator elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery to a later date within the same calendar year or to such later date as may be permitted under Section 409A. For the avoidance of doubt, if RSUs include a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment, and if the Participant is a “specified employee” (as defined by the Company in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the date set forth under Section 2.3 or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after the Participant’s Termination of Service. For purposes of Section 2.3, references in this Agreement to the Participant’s Termination of Service means a separation from service (as defined by the Company in accordance with Section 409A). In no event will the Participant be permitted to designate, directly or indirectly, the taxable year of delivery.

 

4


ARTICLE IV

OTHER PROVISIONS

4.1 Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2 Limited Transferability. The Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

4.3 Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice, and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed to be amended to the minimum extent necessary to conform to Applicable Laws. Any determination in this regard that is made by the Administrator will be final, binding, and conclusive on all interested persons. The obligations of the Company and the rights of Participant are subject to compliance with all Applicable Laws.

Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.4 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.5 Notices.

(a) General. Any document relating to participation in the Plan, or any notice required or permitted hereunder, shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for Participant by the Company, or, upon deposit in the U.S. Post Office or Canada Post, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company (c/o Corporate Secretary of the Company) at the Company’s principal office, and to Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.

(b) Description of Electronic Delivery. The Plan documents, which may include, but do not necessarily include, the Plan, the Grant Notice, this Agreement, and any prospectus or other report of the Company provided generally to the Company’s shareholders, may be delivered to Participant electronically. In addition, if permitted by the Company, Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail, or such other means of electronic delivery as may be specified by the Company.

 

5


(c) Consent to Electronic Delivery. Participant hereby acknowledges that Participant has read and understands this Section 4.5, and hereby consents to the electronic delivery of any Plan documents as described in Section 4.5(b). Participant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant by providing written notice of such request to the Company. Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Participant understands and hereby agrees that Participant must provide the Company or any designated third-party administrator with a paper copy of any document if the attempted electronic delivery of such documents fails. Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company in writing of such revised electronic mail address.

4.6 Administrator Authority; Decisions Conclusive and Binding. Participant hereby (a) acknowledges that a copy of the Plan has been made available for Participant’s review by the Company, (b) represents that Participant is familiar with the terms and provisions thereof, and (c) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (i) interpret this Agreement, the Grant Notice, and the Plan, (ii) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (iii) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement, or the Grant Notice. No employee of the Company who is acting with the requisite authority on behalf of the Administrator will be personally liable for any action, determination or interpretation that is made in good faith with respect to the Plan, this Agreement, or the Grant Notice.

4.7 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede, in their entirety, all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (a) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (b) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan will not be valid or binding or of any force or effect.

4.8 Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, will not in any way be affected or impaired thereby.

 

6


4.9 Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement or the Participant’s Termination of Service.

4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than those rights of a general unsecured creditor with respect to the RSUs until the RSUs are settled pursuant to the terms of this Agreement.

4.11 Compensation Recoupment. The Award (and the cash, if any, issuable thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any regulations or rules promulgated thereunder, (b) any other clawback provision required by Applicable Laws or the listing standards of any applicable stock exchange or national market system, (c) any clawback policies adopted by the Company to implement any such requirements, or (d) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent that is determined by the Administrator, in its discretion, to be applicable with respect to Participant.

4.12 No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (a) confers upon Participant any right to continue as an Employee of the Company or any Subsidiary or (b) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.13 Construction. Headings in this Agreement are included for convenience and will not be considered in the interpretation of this Agreement. Reference to any statute, rule, or regulation includes any amendment thereto or any replacement thereof, as well as the authoritative guidance issued thereunder by the appropriate governmental entity. Pronouns will be construed to include the masculine, feminine, neutral, singular, or plural as the identity of the antecedent may require. A reference to any party to this Agreement will include such party’s successors and permitted assigns. This Agreement will be construed according to its fair meaning and not strictly construed against the Company.

4.14 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one and the same instrument.

4.15 Modification. Any modification of this Agreement shall be binding only if evidenced in writing and signed by the Administrator, or its delegate. The Participant’s consent to such modification shall be required unless (i) the action does not materially and adversely affect the Participant’s rights under the Agreement and Grant Notice, or (ii) the change is permitted under Article X or pursuant to Section 12.5 of the Plan.

[End]

 

7

Exhibit 99.2

 

LOGO

NEWS RELEASE

Enbridge Announces 2023 Financial Guidance and Dividend Increase

CALGARY, ALBERTA, November 30, 2022 – Enbridge Inc. (Enbridge or the Company) (TSX:ENB)(NYSE:ENB) announced today its 2023 financial guidance and an annualized common share dividend increase from $3.44 to $3.55 per share, or 3.2%, effective March 1, 2023.

HIGHLIGHTS

(All financial figures are unaudited and in Canadian dollars unless otherwise noted. * identifies non-GAAP financial measures. See the Non-GAAP and Other Financial Measures section of this news release)

 

   

Reaffirmed 2022 full year guidance for adjusted earnings before interest, income taxes and depreciation (EBITDA)* in the top half of the $15.0 billion to $15.6 billion range and distributable cash flow (DCF) per share* at just above the midpoint of the $5.20 to $5.50 range

 

   

Announced 2023 EBITDA guidance of $15.9 billion to $16.5 billion and DCF per share of $5.25 to $5.65

 

   

Declared 28th consecutive annual common share dividend increase, raising it by 3.2% to $0.8875 per quarter ($3.55 annualized), effective March 1, 2023

 

   

Announced intent to renew the Company’s normal course issuer bid program for 2023, allowing for the repurchase of up to $1.5 billion of its outstanding common shares

CEO COMMENT

Commenting on the Company’s outlook, Al Monaco, President and CEO of Enbridge, noted the following:

“The global energy crisis is shining a spotlight on the need for all sources of energy supply to ensure our energy security and economic competitiveness, while continuing to make progress on reducing emissions. The crisis also re-affirms the critical role that Enbridge plays in delivering safe, reliable and affordable energy each and every day, and our priority to expand North American energy export infrastructure. Our assets will be an integral source of energy supply to key markets for decades to come, and our two-pronged strategy of investing in conventional energy infrastructure, while ramping up low-carbon investments, has proven to be the right one.

“Execution of our strategic priorities in 2022 provides a solid foundation for next year and beyond. Despite challenging global economic conditions, we expect to generate strong business growth next year with EBITDA between $15.9 and $16.5 billion, which reflects just under 6% growth relative to the midpoint of our 2022 guidance range. This increase stems from a number of factors including contribution from $3.8 billion of assets to be placed into service this year, strong expected utilization of our assets across our core businesses, embedded revenue escalators, and improved Energy Services results.


“Consistent with our continued positive outlook for our business, we’re pleased to increase our dividend by over 3%, marking our 28th consecutive annual increase since 1995. Continuing this track record is consistent with our value proposition and objective of growing dividends ratably, while remaining well within our payout range of 60-70% of DCF.

“Since the beginning of this year, we have secured an additional $8 billion of “middle of the fairway” organic growth, bringing our secured backlog to $17 billion, executed highly strategic tuck-in M&A opportunities, and released $1.6 billion in capital at attractive valuations.

“The strength of our core businesses, disciplined approach to capital allocation, and strong balance sheet places us in a great position to grow, even in volatile markets as we are experiencing today. Our financial position will continue to be managed within an equity self-funding model and we expect leverage to remain at the lower half of our 4.5-5.0x Debt-to-EBITDA range in 2023.”

2023 FINANCIAL OUTLOOK

Enbridge provided 2023 guidance for EBITDA of $15.9 billion to $16.5 billion and DCF per share of between $5.25 to $5.65. In addition to the information provided below, the Company has posted supporting materials to the Investor Relations section of the Enbridge Inc. website (link).

EBITDA Guidance1

 

($ millions)2

   2023e     

Key Growth Drivers vs. 2022

Liquids Pipelines

     ~$9,000     

•  Strong Mainline utilization

•  Increased interest in Gray Oak & Cactus II pipelines

Gas Transmission & Midstream

     ~$4,300     

•  New assets placed into service

•  TETCO rate settlement

Gas Distribution & Storage

     ~$1,950     

•  Rate escalation & new customer additions

Renewable Power Generation

     ~$500     

•  St. Nazaire contributions (France offshore wind)

•  TGE development fees; partially offset by devex

Energy Services

     ~$-     

•  Contract expiries

•  Improved market conditions

Eliminations & Other

     ~$450     

•  Impact of foreign exchange hedge program

Adjusted EBITDA3

   $ 15,900-$16,500     

 

(1)

Sensitivities included within supporting materials (2) Assumes CAD/USD of $1.30 in 2023 (3) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures section of this news release

The 2023 planning parameters that form the basis for the guidance are based on strong utilization across the businesses and reflect annualized contributions from $3.8 billion of capital anticipated to be placed into service in 2022 and partial year contributions from the $3.1 billion of capital anticipated to be placed into service in 2023. Liquids Pipelines’ guidance includes a provision against the interim Mainline International Joint Tariff consistent with the provision recognized in 2022.


DCF Guidance1

 

($ millions) 2

   2023e  

Adjusted EBITDA3

   $ 15,900-$16,500  

Maintenance Capital

   ~$ (1,000

Financing Costs

   ~$ (3,900

Current Income Taxes

   ~$ (500

Distributions to Non-Controlling Interests

   ~$ (400

Cash Distributions in Excess of Equity Earnings

   ~$ 500  

Other Non-Cash Adjustments

   ~$ 150  

Distributable Cash Flow (DCF) 3

   $ 10,650-$11,450  

DCF/Share Guidance3,4

   $ 5.25-$5.65  

 

(1)

Sensitivities included within supporting materials (2) Assumes CAD/USD of $1.30 in 2023 (3) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures section of this news release (4) On approximately 2,027 million shares outstanding

To mitigate cash flow volatility, the Company has substantially hedged its budgeted 2023 USD DCF exposure.

DCF per share guidance reflects higher interest rates on planned new fixed-rate financings and outstanding floating-rate debt. Enbridge will continue to actively manage this exposure through its hedging program and expects to enter 2023 with below 10% of the debt portfolio exposed to floating interest rates.

Dividend Increase

Enbridge announced the quarterly common share dividend for 2023 will be increased by 3.2% from $0.86 to $0.8875 per common share, commencing with the dividend payable on March 1, 2023, to shareholders of record on February 15, 2023.

Capital Investments and Financing Plan

Enbridge expects to deploy approximately $6 billion of capital in 2023, inclusive of maintenance capital. The balance sheet will remain strong with the Debt-to-EBITDA ratio* at the end of 2023 expected to be in the lower half of the Company’s 4.5-5.0x target range. The financing plan includes issuances of approximately $6 billion in incremental debt in 2023, net of maturities, with no external equity required. The Company has hedged over half of its anticipated fixed-rate term-debt issuances for 2023.

Enbridge intends to re-file a normal course issuer bid before year end to repurchase up to $1.5 billion of its common shares. This provides Enbridge with the capital allocation flexibility to opportunistically return capital to shareholders through repurchases, while maintaining focus on growing per share earnings and DCF.

Enbridge Day and Outlook

At Enbridge’s annual investor day conference planned for March 1, 2023, in Toronto and March 2, 2023, in New York, Management will speak about energy fundamentals, the Company’s strategic priorities, and its capital allocation priorities and longer-term outlook.

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil or renewable power networks and our growing European offshore wind portfolio. We’re investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on two decades of experience in renewable energy to advance new technologies including wind and solar power, hydrogen, renewable natural gas and carbon capture and storage. We’re committed to reducing the carbon footprint of the energy we deliver, and to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge’s common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com


Forward-looking Information

Forward-looking information, or forward-looking statements, have been included in this news release to provide information about Enbridge and its subsidiaries and affiliates, including management’s assessment of Enbridge and its subsidiaries’ future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as ‘‘anticipate’’, ‘‘expect’’, ‘‘project’’, ‘‘estimate’’, ‘‘forecast’’, ‘‘plan’’, ‘‘intend’’, ‘‘target’’, ‘‘believe’’, “likely” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this document include, but are not limited to, statements with respect to the following: Enbridge’s strategic plan, priorities and outlook; 2022 and 2023 financial guidance, including projected DCF per share and adjusted EBITDA and expected growth thereof; expected dividends, dividend growth and dividend policy; intended normal course issuer bid and related filing of notice of intent to make a normal course issuer bid; expected supply of, demand for, exports of and prices of crude oil, natural gas, natural gas liquids, (NGL) liquefied natural gas (LNG) and renewable energy; energy transition and low carbon energy and our approach thereto; anticipated utilization of our assets; expected future cash flows; expected shareholder returns and asset returns; expected performance of the Company’s businesses, including customer growth and organic growth opportunities; financial strength, capacity and flexibility; financing plan and costs; expectations on leverage, including Debt-to-EBITDA ratio; forecasted effective tax rate and cash tax rate; expectations on sources of liquidity and sufficiency of financial resources; expected in-service dates and costs related to announced projects and projects under construction and system expansion, optimization and modernization; expected capital expenditures and capital allocation priorities; and expected future growth and expansion opportunities, including secured growth program and development opportunities.

Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of, demand for and prices of crude oil, natural gas, NGL, LNG and renewable energy; energy transition, including the drivers and pace thereof; global economic growth and trade; anticipated utilization of our assets; anticipated cost savings; exchange rates; inflation; interest rates; the COVID-19 pandemic and the duration and impact thereof; availability and price of labour and construction materials; the stability of our supply chain; operational reliability and performance; customer, regulatory and stakeholder support and approvals; anticipated construction and in-service dates; weather; announced and potential acquisition, disposition and other corporate transactions and projects and the timing and impact thereof; governmental legislation; litigation; impact of the Company’s dividend policy on its future cash flows; credit ratings; capital project funding; hedging program; expected EBITDA and expected adjusted EBITDA; expected earnings/(loss) and adjusted earnings/(loss); expected earnings/(loss) or adjusted earnings/(loss) per share; expected future cash flows and expected future DCF and DCF per share; estimated future dividends; financial strength and flexibility; debt and equity market conditions; general economic and competitive conditions; ability of management to execute key priorities; and the effectiveness of various actions resulting from the Company’s strategic priorities. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL, LNG and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for the Company’s services. Similarly, exchange rates, inflation, interest rates and the COVID-19 pandemic impact the economies and business environments in which the Company operates and may impact levels of demand for the Company’s services and cost of inputs and are, therefore, inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to expected EBITDA, expected adjusted EBITDA, expected earnings/(loss), expected adjusted earnings/(loss), expected DCF and associated per share amounts, and estimated future dividends. The most relevant assumptions associated with forward-looking statements regarding announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labour and construction materials; the effects of inflation and foreign exchange rates on labour and material costs; the effects of interest rates on borrowing costs; the impact of weather; customer, government and regulatory approvals on construction and in-service schedules and cost recovery regimes; and the COVID-19 pandemic and the duration and impact thereof.


Enbridge’s forward-looking statements are subject to risks and uncertainties pertaining to the realization of anticipated benefits and synergies of projects and transactions, successful execution of our strategic priorities, operating performance, the Company’s dividend policy, regulatory parameters, changes in regulations applicable to the Company’s business, litigation, acquisitions and dispositions and other transactions, project approval and support, renewals of rights-of-way, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, political decisions, exchange rates, interest rates, inflation, commodity prices, supply of and demand for commodities, and the COVID-19 pandemic, including but not limited to those risks and uncertainties discussed in this and in the Company’s other filings with Canadian and U.S. securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge’s future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

NON-GAAP AND OTHER FINANCIAL MEASURES

This news release contains references to EBITDA, adjusted EBITDA, DCF, and DCF per share. Management believes the presentation of these metrics gives useful information to investors and shareholders, as they provide increased transparency and insight into the performance of the Company.

EBITDA represents earnings before interest, tax, depreciation and amortization.

Adjusted EBITDA represents EBITDA adjusted for unusual, infrequent or other non-operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performance of the Company and its business units.

DCF is defined as cash flow provided by operating activities before the impact of changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to noncontrolling interests, preference share dividends and maintenance capital expenditures and further adjusted for unusual, infrequent or other non-operating factors. Management also uses DCF to assess the performance of the Company and to set its dividend payout target.

This news release also contains references to Debt-to-EBITDA, a non-GAAP ratio which utilizes adjusted EBITDA as one of its components. Debt-to-EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings available to pay debt, as calculated on a GAAP basis, before covering interest, tax, depreciation and amortization.

Reconciliations of forward-looking non-GAAP financial measures and non-GAAP ratios to comparable GAAP measures are not available due to the challenges and impracticability with estimating certain items, particularly certain contingent liabilities and non-cash unrealized derivative fair value losses and gains which are subject to market variability. Because of those challenges, a reconciliation of forward-looking non-GAAP financial measures and non-GAAP ratios is not available without unreasonable effort.


Our non-GAAP financial measures and non-GAAP ratios described above are not measures that have standardized meaning prescribed by generally accepted accounting principles (GAAP) in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. A reconciliation of historical non-GAAP and other financial measures to the most directly comparable GAAP measures is available in the Investor Relations section of the Company’s website. Additional information on non-GAAP and other financial measures may be found in the Company’s earnings news releases or in additional information in the Investor Relations section on the Company’s website, www.sedar.com or www.sec.gov.

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Media    Investment Community
Jesse Semko    Rebecca Morley
Toll Free: (888) 992-0997    Toll Free: (800) 481-2804
Email: media@enbridge.com    Email: investor.relations@enbridge.com

Exhibit 99.3

Enbridge Appoints Pamela L. Carter as Chair of the Board, Effective January 1, 2023

CALGARY, ALBERTA, Nov. 30, 2022 /CNW/ - Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) today announced Pamela L. Carter as Chair of the Board effective January 1, 2023, coincident with the appointment of current Board Chair, Greg Ebel, as President & CEO on the same date. Mr. Ebel succeeds retiring President and CEO, Al Monaco.

Ms. Carter has served as a director of the Enbridge Board since 2017 and with a predecessor company since 2007. Most recently she has served as Chair of the Human Resources & Compensation Committee of the Board, member of the Sustainability and Safety & Reliability Committees and as a former Chair of the Governance Committee.

“Pamela brings continuity as a long serving Enbridge director and a commitment to Enbridge and its shareholders. Enbridge has benefitted from her broad experience including as a business leader in industrial, technology and infrastructure companies, her sound judgment and commitment to good governance,” said Mr. Ebel.

Ms. Carter is currently a member of the Board of Directors of Hewlett Packard Enterprise Company and Broadridge Financial Solutions, Inc. and served as a director of railway company CSX Corporation.

Ms. Carter was President of Cummins Distribution Business from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 and prior thereto, she served as the Attorney General for the State of Indiana and was the first African American woman to be elected state attorney general in the U.S.

Ms. Carter holds a BA (Bachelor of Arts) from the University of Detroit, MSW (Master of Social Work) from the University of Michigan, J.D. (Doctor of Jurisprudence) from McKinney School of Law, Indiana University, and attended the Harvard Kennedy School in Public Administration for Senior Executives in State Government.

Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honoring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 directors from Black Enterprise, 2018. Ms. Carter was named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors. Her full biography is available here (link).

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil or renewable power networks and our growing European offshore wind portfolio. We’re investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on two decades of experience in renewable energy to advance new technologies including wind and solar power, hydrogen, renewable natural gas and carbon capture and storage. We’re committed to reducing the carbon footprint of the energy we deliver, and to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge’s common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com


Forward-Looking Information

Forward-looking information, or forward-looking statements, have been included in this news release to provide information about Enbridge. This information may not be appropriate for other purposes. Forward looking statements are typically identified by words such as “anticipate”, “expect”, “project”, ‘estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook.

Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements.

Enbridge’s forward-looking statements are subject to risks and uncertainties, including but not limited to those risks and uncertainties discussed in this and in the Company’s other filings with Canadian and U.S. securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty, as these are interdependent, and Enbridge’s future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether because of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

For Further Information Please Contact:

Media

Toll Free: (888) 992-0997

Email: media@enbridge.com

Investment Community

Toll Free: (800) 481-2804

Email: investor.relations@enbridge.com