0000895728us-gaap:AccumulatedForeignCurrencyAdjustmentIncludingPortionAttributableToNoncontrollingInterestMember2020-12-310000895728enb:GasDistributionCostsMemberus-gaap:InvesteeMemberenb:SeawayCrudePipelineSystemMember2020-01-012020-12-31


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172020
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to        
Commission file number 1-10934

enb-20201231_g1.jpg
ENBRIDGE INC.
(Exact Name of Registrant as Specified in Its Charter)

CanadaNone98-0377957
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (403) 231-3900

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common SharesENBNew York Stock Exchange
6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078ENBANew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes xAct. Yes No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes oAct. Yes No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes xdays. Yes No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x. Yes No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filerx
Accelerated Filero
Non-Accelerated Filero (Do not check if a smaller reporting company)
Smaller reporting companyo
Emerging growth companyo

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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o. Yes No x
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No
The aggregate market value of the registrant’s common shares held by non-affiliates computed by reference to the price at which the common equity was last sold on June 30, 2017,2020, was approximately US$65,416,118,124.59.2 billion.
As at February 9, 2018,5, 2021, the registrant had 1,695,190,2922,025,495,603 common shares outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:
PortionsNot applicable.



EXPLANATORY NOTE

Enbridge Inc., a corporation existing under the Canada Business Corporations Act, qualifies as a foreign private issuer in the United States of America (US) for purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act). Although, as a foreign private issuer, Enbridge Inc. is not required to do so, Enbridge Inc. currently files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (SEC) instead of filing the reporting forms available to foreign private issuers.

Enbridge Inc. intends to prepare and file a management proxy statement for the 2018 Annual Meeting of Shareholders are incorporatedcircular and related material under Canadian requirements. As Enbridge Inc.’s management proxy circular is not filed pursuant to Regulation 14A, Enbridge Inc. may not incorporate by reference information required by Part III of this Form 10-K from its management proxy circular. Accordingly, in reliance upon and as permitted by Instruction G(3) to Form 10-K, Enbridge Inc. will be filing an amendment to this Form 10-K containing the Part III.III information no later than 120 days after the end of the fiscal year covered by this Form 10-K.


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Page
PART IPage
PART I
Item 1.Business
Item 1A.
Item 1B.
Item 2.Properties
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures

3


GLOSSARY
AFUDCAllowance for funds used during construction
AOCIAccumulated other comprehensive income/(loss)
AROAsset retirement obligations
ASUAccounting Standards Update
BCBritish Columbia
bcf/dBillion cubic feet per day
bpdBarrels per day
AOCICER
Accumulated other comprehensive income/(loss)

Canada Energy Regulator, created by the Canadian Energy Regulator Act which also repealed the National Energy Board Act, on August 28, 2019
AROCPP Investments
Asset retirement obligations

Canada Pension Plan Investment Board
ASUCTS
Accounting Standards Update

BCBritish Columbia
bcf/dBillion cubic feet per day
bpdBarrels per day
Canadian L3R ProgramCanadian portion of the Line 3 Replacement Program
Canadian Restructuring PlanTransfer of Enbridge's Canadian Liquids Pipelines business, held by EPI and Enbridge Pipelines (Athabasca) Inc., and certain Canadian renewable energy assets to the Fund Group, which was effective on September 1, 2015
CTSCompetitive Toll Settlement
DawnDAPLDakota Access Pipeline
DawnAn extensive network of underground storage pools at the Tecumseh Gas Storage facility and Dawn Hub
DCP MidstreamDCP Midstream, LLC
Duke Energy
Duke Energy Corporation

EaR
Earnings-at-Risk

EBITDAEarnings before interest, income taxes and depreciation and amortization
ECTEEMEnbridge Commercial TrustEnergy Management, L.L.C.
EEPEnbridge Energy Partners, L.P.
EGDEnbridge Gas Distribution Inc.
EIPLPEISEnbridge Income Partners LP
EIS
Environmental Impact Statement

EnbridgeEnbridge Inc.
ENFEnbridge GasEnbridge Gas Inc.
ENFEnbridge Income Fund Holdings Inc.
EPIESGEnbridge Pipelines Inc.Environment, Social and Governance
EUBNew Brunswick Energy and Utilities Board
FERCFederal Energy Regulatory Commission
Flanagan SouthFlanagan South Pipeline
GHGGreenhouse gas
HLBV
Hypothetical Liquidation at Book Value

IDRIncentive Distribution Rights
IJTISOInternational Joint Tariff
IR PlanEGD's Incentive Rate Plan
ISO
Incentive Stock Options

L3R ProgramLine 3 Replacement Program
Lakehead SystemkbpdLakehead Pipeline SystemThousand barrels per day
LIBOR
London Interbank Offered Rate

LMCI
Land Matters Consultation Initiative

LNGLiquefied natural gas
MATLMontana-Alberta Tie-Line
MD&AManagement’s Discussion and Analysis
MEPMidcoast Energy Partners, L.P.
Merger Transaction
Combination of Enbridge and Spectra Energy through a stock-for-stock merger transaction which closed on February 27, 2017

MNPUCMinnesota Public Utilities Commission
MOLPMidcoast Operating, L.P. and its subsidiaries

4


MWMegawatts
NGLNatural gas liquids
NovercoNoverco Inc.
NYSENew York Stock Exchange
OCIOther comprehensive income/(loss)
OEBOntario Energy Board
OPEBOther postretirement benefit obligations
PHMSAPipeline and Hazardous Materials Safety Administration
RSURestricted Stock Units
Sabal TrailSabal Trail Transmission, LLC
Seaway PipelineSeaway Crude Pipeline System
SEPSpectra Energy Partners, LP
Spectra EnergySpectra Energy Corp
Sponsored Vehicles buy-inIn the fourth quarter of 2018, Enbridge Inc. completed the buy-ins of our sponsored vehicles: Spectra Energy Partners, LP (SEP), Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEM) and Enbridge Income Fund Holdings Inc. (ENF), (collectively, the Sponsored Vehicles), where we acquired, in separate combination transactions, all of the outstanding equity securities of those Sponsored Vehicles not beneficially owned by us.
Texas EasternTexas Eastern Transmission, L.P.
MWTSXMegawatts
NEBNational Energy Board
NGLNatural gas liquids
NovercoNoverco Inc.
NYSENew York Stock Exchange
OCI
Other comprehensive income/(loss)

OEBOntario Energy Board
OPEB
Other postretirement benefit obligations

OPEC
Organization of Petroleum Exporting Countries

PennEast
PennEast Pipeline Company LLC

ROEReturn on equity
RSU
Restricted Stock Units

Sabal TrailSabal Trail Transmission, LLC
Sandpiper
Sandpiper Project

Seaway PipelineSeaway Crude Pipeline System
Secondary Offering
ENF's secondary offering of 17,347,750 ENF common shares to the public on April 18, 2017

SEPSpectra Energy Partners, LP
Spectra EnergySpectra Energy Corp
TCJA
the “Tax Cuts and Jobs Act”

Texas Eastern
Texas Eastern Transmission, L.P.

the Court
United States District Court for the District of Columbia

the FundEnbridge Income Fund
the Fund GroupThe Fund, ECT, EIPLP and the subsidiaries and investees of EIPLP
TSXToronto Stock Exchange
the Tupper PlantsTupper Main and Tupper West gas plants
Union GasUnion Gas Limited
U.S.USUnited States of America
US GAAPGenerally accepted accounting principles in the United States of America
U.S.US L3R ProgramUnited States portion of the Line 3 Replacement Program
VectorVector Pipeline L.P.
VIEVariable interest entities
WCSBWestern Canadian Sedimentary Basin
WestcoastWestcoast Energy Inc.


5


CONVENTIONS

The terms "we", "our", "us" and "Enbridge" as used in this report refer collectively to Enbridge Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Enbridge.


Unless otherwise specified, all dollar amounts are expressed in Canadian dollars, all references to “dollars”, or “$” or “C$” are to Canadian dollars and all references to “US$” are to United StatesUS dollars. All amounts are provided on a before tax basis, unless otherwise stated.




FORWARD-LOOKING INFORMATION
Forward-looking information, or forward-looking statements, have been included in this annual reportAnnual Report on Form 10-K to provide information about us and our subsidiaries and affiliates, including management’s assessment of Enbridgeour and itsour 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”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “plan”, “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: our corporate vision and strategy, including strategic priorities and enablers; the COVID-19 pandemic and the duration and impact thereof; energy intensity and emissions reduction targets and related ESG matters; diversity and inclusion goals; expected supply of, demand for, and prices of crude oil, natural gas, natural gas liquids (NGL), liquified natural gas and renewable energy; energy transition; anticipated utilization of our existing assets; expected earnings before interest, income taxes and depreciation and amortization (EBITDA); expected earnings/(loss); expected earnings/(loss) per share; expected future cash flows; expected performance of the Liquids Pipelines, Gas Transmissionflows and Midstream, Gas Distribution, Green Powerdistributable cash flow; dividend growth and Transmission, and Energy Services businesses;payout policy; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected strategic priorities and performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Storage, Renewable Power Generation and Energy Services businesses; expected costs related to announced projects and projects under construction;construction and for maintenance; expected in-service dates for announced projects and projects under construction;expected capital expenditures;expenditures, investment capacity and capital allocation priorities; expected equity funding requirements for our commercially secured growth program; expected future growth and expansion opportunities;expectations about our joint venture partners’ ability to complete and finance projects under construction; expected closing of acquisitions and dispositions;estimateddispositions and the timing thereof; expected benefits of transactions, including the realization of efficiencies, synergies and cost savings; expected future dividends; recoveryactions of the costs of the Canadian portion of theregulators and courts; toll and rate cases discussions and filings, including Mainline System Contracting; anticipated competition; United States Line 3 Replacement Program (Canadian(US L3R Program); expected expansion of the T-South System, including anticipated in-service dates and Spruce Ridge Program; expected capacity of the Hohe See Expansion Offshore Wind Project; expected costs in connection with Line 6Acapital costs; and Line 6B crude oil releases; expected effect of Aux Sable Consent Decree; expected future actions of regulators; expected costs5 dual pipelines and related to leak remediationlitigation and potential insurance recoveries; expectations regarding commodity prices; supply forecasts; expectations regarding the impact of the Merger Transactionincluding our combined scale, financial flexibility, growth program, future business prospects and performance; impact of the Canadian L3R Program on existing integrity programs; the sponsored vehicle strategy; dividend payout policy; dividend growth and dividend payout expectation; expectations on impact of hedging program; and expectations resulting from the successful execution of our 2018-2020 Strategic Plan.other matters.


Although we believe 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 COVID-19 pandemic and the duration and impact thereof; the expected supply of and demand for crude oil, natural gas, natural gas liquids (NGL)NGL and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; anticipated utilization of assets; exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for our projects; anticipated in-service dates; weather; the timing and closing of acquisitions and dispositions; the realization of anticipated benefits and synergies of the Merger Transaction;transactions; governmental legislation; acquisitionslitigation; estimated future dividends and the timing thereof; the success of integration plans;impact of theour dividend policy on our future cash flows; our credit ratings; capital project funding; hedging program; expected EBITDA; expected earnings/(loss); expected earnings/(loss) per share; expected future cash flowsflows; and estimated future dividends.expected distributable cash flow. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL 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 our services. Similarly, exchange rates, inflation, and interest rates and the COVID-19 pandemic impact the economies and business environments in which we operate and may impact levels of demand for our 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 the impact of the Merger Transaction on us,expected EBITDA, expected
6


earnings/(loss), earnings/(loss) per share,expected future cash flows, expected distributable cash flow or estimated future dividends. The most relevant assumptions associated with forward-looking statements onregarding announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; the impact of weather, and customer, government, court and regulatory approvals on construction and in-service schedules and cost recovery regimes.regimes; and the COVID-19 pandemic and the duration and impact thereof.


Our forward-looking statements are subject to risks and uncertainties pertaining to the impactsuccessful execution of the Merger Transaction,our strategic priorities, operating performance, legislative and regulatory parameters,parameters; litigation, including with respect to the Dakota Access Pipeline (DAPL) and the Line 5 dual pipelines; acquisitions, dispositions and other transactions and the realization of anticipated benefits therefrom; our dividend policy,policy; project approval and support,support; renewals of rights-of-way, weather,rights-of-way; weather; economic and competitive conditions,conditions; public opinion,opinion; changes in tax laws and tax rates,

changes in trade agreements,rates; exchange rates,rates; interest rates,rates; commodity prices,prices; political decisions anddecisions; the supply of, and demand for commodities,and prices of commodities; and the COVID-19 pandemic, including but not limited to those risks and uncertainties discussed in this annual reportAnnual Report on Form 10-K and in our other filings with Canadian and United StatesUS 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 our 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 Inc. assumes no obligation to publicly update or revise any forward-looking statementsstatement made in this annual reportAnnual Report on Form 10-K or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.



7



PART I

ITEM 1. BUSINESS


Enbridge isWe are a leading North American energy infrastructure company with strategic business platforms thatcompany. We safely and reliably deliver the energy people need and want to fuel quality of life. Our core businesses include an extensive networkLiquids Pipelines, which transports approximately 25% of the crude oil liquidsproduced in North America; Gas Transmission and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation assets. We deliver an average of 2.8 million barrels of crude oil each day through our Mainline and Express Pipeline, and account for approximately 65% of United States-bound Canadian crude oil exports. We also moveMidstream, which transports approximately 20% of allthe natural gas consumed in the United States, serving key supply basinsUS; Gas Distribution and demand markets. Our regulated utilities serveStorage, which serves approximately 3.775% of Ontario residents via approximately 3.8 million retail customers in Ontario, Quebecmeter connections; and New Brunswick. We also have interests in more than 2,500Renewable Power Generation, which generates approximately 1,750 megawatts (MW) of net renewable power generation capacity in North America and Europe. We have ranked on the Global 100 Most Sustainable Corporations index for the past eight years. Our common shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol ENB. We were incorporated on April 13, 1970 under the Companies Ordinance of the Northwest Territories and were continued under the Canada Business Corporations Act on December 15, 1987.


On February 27, 2017, we announced the closing of the combination of Enbridge and Spectra Energy Corp. (Spectra Energy) through a stock-for-stock merger transaction (the Merger Transaction).

Spectra Energy, now wholly-owned by Enbridge, is one of North America’s leading natural gas delivery companies owning and operating a large, diversified and complementary portfolio of gas transmission, midstream gathering and processing and distribution assets. Spectra Energy also owns and operates a crude oil pipelinesystem that connects Canadian and United States producers to refineries in the United States Rocky Mountain and Midwest regions.The combination with Spectra Energy has created the largest energy infrastructure company in North America with an extensive portfolio of energy assets that are well positioned to serve key supply basins and end use markets and multiple business platforms through which to drive future growth.

A more detailed description of each of theour businesses and underlying assets acquired through the Merger Transaction is provided below under Business Segments.


CORPORATE VISION AND STRATEGY


VISION
Our vision is to be the leading energy deliveryinfrastructure company in North America. In pursuing this vision, we play a critical role in enabling the economic well-being and quality of life of North Americans who depend on access to plentifulaffordable and reliable energy. WeOur unparalleled infrastructure franchises transport, distribute and generate energy, and our primary purpose is to deliverfuel quality of life by delivering the energy North Americans need and want, in the safest most reliable and most efficientresponsible way possible.


Our investor value proposition is founded on our ability to deliver predictable cash flows and a growing stream of dividends year-over-year through investment in and efficient operation of, energy infrastructure assets that are strategically positioned between key supply basins and strong demand-pull markets. Our assets are underpinned by long-term contracts, regulated cost-of-service tolling frameworks and other low-risk commercial arrangements. Among our peers, we strive to be thea leader which means not only leadership in several key areas that create sustainable comparative advantage and value creation for shareholders but also leadership with respect toincluding: worker and public safety; Environment, Social and Governance (ESG); stakeholder relations; customer service; community investment; and employee satisfaction.

STRATEGY
An in-depth understanding of energy supply and demand fundamentals coupled with disciplined capital allocation principles has helped us become an industry leader supported by a diverse set of assets across the energy system. These assets have reliably generated resilient cash flows amid many commodity and economic cycles, including the COVID-19 pandemic and ensuing economic and energy market disruptionwhereby we exceeded the mid-point of our 2020 financial guidance range. Given its success, this comprehensive approach will continue to underpin our investment decisions moving forward.

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In addition to resiliency, sustainable growth is a hallmark of our investor value proposition. We see a 5-7% growth rate through 2023 underpinned by opportunities to generate returns in our base business and grow the business through disciplined capital deployment. Our diversified footprint allows for selective investment in not only our core businesses, but new emerging platforms driven by the on-going energy transition such as carbon capture, sequestration and storage, hydrogen and renewable natural gas (RNG). We have successfully implemented this diversified approach and have seen opportunity in transition throughout our history, as evidenced by the emergence of our Gas Transmission and Midstream and Renewable Power Generation businesses over time.

ESG leadership is an important element of our strategy. Our commitment to reducing our carbon footprint, building lasting relationships in the communities we serve and promoting equality, inclusiveness and transparency play a role in our ability to operate our assets and thus generate cashflow over the long term. Our ESG performance is consistently ranked in the top tier of our sector.

In 2020, we progressed several of our strategic priorities. For example:
Our Liquids Pipelines team secured all remaining permits for the Line 3 Replacement Program and began construction on the final Minnesota leg required to restore the original line capacity of 760 thousand barrels per day (kbpd);
Our Gas Transmission and Midstream business successfully completed three rate settlements that will contribute an additional $160 million of annual EBITDA together with modernization enhancements that increased the longevity of the system;
Our Gas Distribution and Storage utility added 43 thousand new customers, completed $500 million of growth capital projects and progressed investments in RNG and hydrogen infrastructure;
Our Renewable Power Generation business continued to grow its European offshore wind sector as evidenced by the start of construction of the 480 MW Saint Nazaire project and the 500 MW Fécamp project;
We committed to environmental goals that include a 35% reduction in greenhouse gas (GHG) emissions intensity from our operations by 2030 and net zero GHG emissions by 2050. We also set goals to increase representation of diverse groups within our workforce by 2025, including the acceleration of existing goals; and
We sold $400 million of assets, further strengthening our Balance Sheet and financial flexibility. We also reduced operating costs by $300 million, increasing our profitability and competitiveness.

These achievements are discussed in further detail in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Looking ahead, our near-term strategic priorities remain similar to years past. As always, proactively advancing the safety of communities, and environmental protection associated withprotecting the environment, will always be our energy deliverytop priority. We are focused on enhancing the value of our existing assets in Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Storage and Renewable Power Generation and executing on our secured capital program.

We will continue to capitalize on our liquids and natural gas pipeline infrastructure toward export-driven opportunities and focus on in-franchise growth in our gas utility as well as low carbon opportunities. Our Renewable Power Generation business, anchored by investments in customer service, community investment and employee satisfaction.

STRATEGY
Today, our business is balanced between oil and natural gas. The Merger Transaction combined Spectra Energy’s natural gas transmission franchise, with our liquids pipeline business. Further, the Merger Transaction doubled the size of our utility business and now delivers energy to more than 3.7 million customers. This footprint provides us with scale and diversity to compete, to grow and to provide the energy people need and want.


Our 2018-2020 Strategic Plan (the Strategic Plan) sets a course for us for the next three years. Our focus, as set out in our Strategic Plan, is on what we do best - growing our pipeline and utility assets, and selling or monetizing assets that do not fit this model. Our core assets have highly predictable cash flows, align withcontracted offshore wind power, compliments our low risk value propositionbusiness model and are expected to create a large set of organic growth opportunities through which to expand and extendsupports our existing assets. With a significant amount of growth capital already secured through 2020, project execution, cost management and maintaining our financial strength and flexibility remain critical to our long-term success.

To achieve our objectives, we are focused on deliveringincreasing focus on the energy transition. We will continue to invest in renewable power generation where we can achieve attractive risk adjusted returns.

Our key strategic priorities outlined below.are summarized below:


Commitment to Safety and Operational Reliability
9


Ensure Safe Reliable Operations
Safety and operational reliability remain the foundation for the Strategic Plan. Theof our strategy. Our commitment to safety and operational reliability means achieving and maintaining industry leadership in safety (process, public and personal) and ensuring the reliability and integrity of the systems we operate, in order to generate, transport and deliver energy while protecting people and the environment.

Enhance Returns from our Base Businesses
A key priority is to drive growth through an ongoing focus on optimization, productivity and efficiency across all our businesses. Examples include throughput enhancements on our liquids system from the application of drag-reducing agents and improvements in scheduling logistics at our terminals, revenue optimization through negotiated toll settlements or rate cases, ongoing synergy capture following our utility merger and, more generally, creating sustainable cost savings across the organization through process improvement and/or system enhancements.

Execute the Capital Program and Grow Core Business
Successful project execution is integral to our financial performance and to protect the environment.

Maximize Value of Core Businesses
We are re-positioning our asset mix to a pure regulated pipeline and utility business model focusing on our core businesses: liquids pipelines and terminals; gas transmission and storage; and natural gas distribution. Our core assets have similar characteristics:
Strategicstrategic positioning - between key supply basins with large, growing demand markets;
Strong commercial underpinnings - long-term contracts, established customers, strong risk-adjusted returns; and
Organic growth opportunities - the ability to create value by extending, expanding, repurposing, reconfiguring and replacing assets already in the ground.

By focusing on our core businesses and a regulated pipeline and utility model, we believe we will continue to deliver on the low-risk, reliable value proposition that has served our shareholders well over the years.

Complete Integration and Transformation
In 2017 we made substantial progress on the integration of Spectra Energy including operations and support functions, policies, management systems and establishment of a new, streamlined and lower cost organizational structure soon after close of the transaction. Simultaneous capture of cost savings due to combination synergies remain on track and slightly ahead of plan. Execution of planned synergies in 2018 and integration activities relating to information systems and other capabilities will continue. Prior to and in conjunction with this integration, given the increasingly competitive nature of our business we established a target of top quartile cost performance. To achieve this, in conjunction withover the integration we launched several projects to transform various processes, organizational capabilities and information systems infrastructure to improve how we do business and continuously drive cost efficiencies. Integration, these transformation projects, and our focus on cost leadership represent key priorities through the planning horizon.

Execute Capital Program
long-term. Our ongoing objective is to safely deliver our slate of secured projects on time and on budget and(currently $16 billion) at the lowest practical cost while maintaining the highest standards for safety, quality, customer satisfaction and environmental and regulatory compliance. Project execution is integralFor a discussion of our current portfolio of capital projects, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Growth Projects - Commercially Secured Projects.

In seeking to extend growth, we expect to have sufficient self-funding capacity, post completion of our near-term financial performancesecured capital program, to invest $5 to $6 billion per year in new organic growth capital without issuing any additional common equity and maintaining key credit metrics within planning parameters and targets established with credit rating agencies. We will remain disciplined and deploy capital towards the best uses, prioritizing balance sheet strength, but alsoinvestment in low capital intensity growth and regulated utility or utility-like projects. We will carefully deploy our remaining investable capacity to positioning the business for the long-term. Over the next three years, we plan to spend $22 billion on previously securedmost value enhancing opportunities including further organic growth and potential for share buybacks.

Looking ahead, we see strong utilization of our existing network and opportunities for future growth within each of our four core businesses. For example:
Our secured capital program includes projects such as the Line 3 Replacement Program (L3R Program), NEXUS, Valley Crossingliquids pipelines infrastructure will remain a vital connection between key supply basins and the Hohe See Offshore Wind Project.demand-pull markets, while a growing export market represents an opportunity to expand US Gulf Coast presence;

Our natural gas pipelines business will seek extension and expansion opportunities driven by new load demand from gas-fired power generation, industrial growth and coastal liquefaction plants;

Through our major projects group, weOur gas distribution utility will continue to build upongrow through customer additions, expansion of existing facilities and enhancestorage, reducing operating costs and blending hydrogen and RNG into its gas supply mix; and
Our growing capabilities in the key elementsoffshore wind sector positions us well for continued growth, while self-powering of our project management processes, including: employeeexisting pipeline compressor stations represents a large opportunity.

Maintain Financial Strength and contractor safety; long-term supply chain agreements; quality design, materials and construction; extensive regulatory and public consultation; robust cost, schedule and risk controls; and efficient transition of projects to operating units. Ensuring our project execution costs remain competitive in any market environment is a priority.Flexibility

Strengthen Financial Position
The maintenance of our financial strength is crucialcritical to our growth strategy. Our financing strategies are designed to retain strong, investment-grade credit ratings to ensure that we have sufficientthe financial flexibilitycapacity to meet our capital requirements. To support this objective, we develop financing plans and strategies to diversify our funding sources and maintain substantial standby bank credit capacity and access to capital markets in both Canadaneeds and the United States.flexibility to manage capital market disruptions and respond to opportunities as they arise. Our current secured capital program, which extends to 2023, can be readily financed through internally generated cash flow and available balance sheet capacity without issuance of additional common equity and we will seek to secure new growth using this “self-funded” equity model. For further discussion on our financing strategies, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.Resources.


Our funding plan is designed to sustain strong investment grade credit ratings, which are key to cost-effectively funding future growth. We have already begun taking actions to accelerate planned deleveraging and balance sheet strengthening, including the issuance of approximately $2 billion of new common equity and $500 million in preferred equity financing in late 2017. Over the remainder of the current planning horizon (2018-2020) we plan to continue to strengthen the balance sheet while building out the balance of our secured growth program. We plan to accomplish this through issuing additional hybrid securities, issuance of common equity through our Dividend Reinvestment Program and the sale or monetization of non-core assets.
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Consistent with our risk management policy, we have implemented a comprehensive long-term economic hedging program to mitigate the impact of fluctuations in interest rates, foreign exchange and commodity price on our earnings and cash flow. This economic hedging program together with ongoing management of credit exposures to customers, suppliers and counterparties helps reinforce our reliable business model, which is one of the key tenets of our investor value proposition. For further details, refer to Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Disciplined Capital Allocation
We continually assess ways to generate valuethe latest fundamental trends, monitor the business landscape and proactively conduct business development activities with the goal of identifying an industry-leading opportunity set for shareholders, including reviewing opportunities that may lead to acquisitions, dispositions or other strategic transactions, some of which may be material.capital deployment. Opportunities are screened, analyzed and assessed using strict operating, strategic and financial criteriaa disciplined investment framework with the objective of ensuring effective deployment of capital to achieve attractive risk-adjusted returns while maintaining our low-risk “utility-like” business model.

All projects are evaluated based on their potential to advance our strategy, contain risk and enduringcreate additional financial strengthflexibility. Our primary emphasis in the near-term is on low capital intensity projects, modernization of our systems and stability.utility rate-based investments. Execution risk remains high for large scale, long-duration development projects and, therefore, our focus will be on projects where we can carefully manage at-risk capital during the permitting and construction phases.


SecureIn evaluating typical investment opportunities, we also consider other potential capital allocation choices that may add value. Other potential choices for capital deployment will depend on our current outlook and the Longer-Term Futuresize of our existing capital project backlog and could include dividend increases, further debt reduction or share re-purchases.
A key strategic priority is
Adapt to Energy Transition Over Time
As the developmentglobal population grows and enhancementstandards of strategic growth platforms from whichliving continue to secureimprove around the world, more energy will be needed. At the same time, our long-term future. We expectsociety increasingly recognizes the impacts of energy consumption on the world’s climate. Accordingly, energy systems are being reshaped as industry participants, regulators and consumers seek to benefit frombalance competing objectives. As a diversified set of strategic growth platforms, including liquidsenergy infrastructure company, we are well positioned to play a key role in the transition to a low-carbon economy while at the same time working to reduce our own emissions intensity.

We believe that diversification and gas pipelines, an attractive portfolio of regulatedinnovation will play a significant role in the transition to a low carbon future. To date, we have made large investments in natural gas distribution utilitiesinfrastructure and a growingcontinue to see significant opportunity in renewable energy, particularly offshore renewable powerwind. Furthermore, we have tested our existing assets for various energy transition scenarios and concluded that they are highly resilient and can be relied upon for stable cash flow generation business. The strength ofwell into the combined assets and geographic footprint will generate highly transparent and predictable cash flows underpinned by high quality commercial constructs that align closely withfuture.

STRATEGIC ENABLERS
Our success in executing on our investor value proposition and significant ongoing organic growth potential.

MAINTAIN THE FOUNDATION
Uphold Enbridge Values
We adhere to a strong set of core values that govern how we conduct our business and pursue strategic priorities as articulated inis very much enabled by our value statement: “Enbridge employees demonstrate integrity,safetycommitment to ESG issues, the quality andrespectin support capabilities of our communities,people and the environmentextent to which we embrace technology and each other”. Employees are expected to uphold these values in their interactions with each other, customers, suppliers, landowners, community members and all others with whom we deal and ensure our business decisions are consistent with these values. Employees and contractors are required, on an annual basis, to certify their compliance with our Statement on Business Conduct.encourage innovation as a competitive advantage.



ESG
Maintain Our License to Operate
Earning and sustaining the trust of our stakeholdersSustainability is criticalintegral to our ability to executesafely and reliably deliver the energy people need and want. How well we perform as a steward of our environment, a safe operator of essential energy infrastructure, a diverse and inclusive employer and a responsible corporate citizen is inextricably linked to our ability to achieve our strategic priorities and create long-term value for all stakeholders.

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Our commitment to strong ESG practices and performance has long been core to how we do business and we are proud to be recognized as a leader amongst our peers. In 2020, we set out ambitious goals including:
Net zero GHG emissions by 2050 with an interim target to reduce GHG emissions intensity 35% by 2030;
Increased representation of diverse groups within our workforce by 2025, including representation goals of 40% women and 28% racial and ethnic groups, along with new initiatives to enhance supplier diversity;
Strengthening diversity on our growth plansBoard with representation goals of 40% women and ensure20% racial and ethnic groups by 2025; and
Annual safety and reliability targets that drive continuous improvement towards our business strategy, as well as our corporate policiesgoal of zero incidents, injuries and management systems, are continuously informed byoccupational injuries, and implementation of robust cyber defense programs.

These goals represent the social and environmental context surrounding our projects and operations. A key priority is to establish and maintain constructive relationships with local stakeholders over the life-cyclenext stage of our assets. The linear natureprogression to ensure we are positioned to grow our company sustainably for many decades to come. Beginning in 2021, we will measure ESG performance when determining incentive compensation. Achieving our goals will put us in a better position to successfully transition to a low carbon, more diverse and inclusive future.

People
Our employees are essential to our long-term success and enhancing the capability of our energy infrastructure puts us in contact withpeople to maximize their potential is a large numberkey area of diverse communities, landownersfocus. We value diversity and regulatory bodies across North America. Because Indigenous communities have distinct rights, we have dedicated resources focused on Indigenous consultationembedded inclusive practices throughout our programs and inclusion. Early identification of local concerns enables us to respond quickly and take a proactive approach to problem solving. Early engagement also enablespeople management. Furthermore, we strive to maintain industry competitive compensation and retention programs that provide both short-term and long-term performance incentives.

Technology
Given the competitive climate of today’s energy sector, we recognize the vital role technology can play in helping us achieve our strategic objectives. Our two Technology and Innovation labs, located in Calgary and Houston, embody our commitment to provide expanded opportunities for socio-economic participation through employment, training, and procurement, as well as throughtechnology enabled business solutions. Leveraging the developmentbenefits of joint initiatives ontechnology to contribute to safety, environmental and cultural protection. More broadly, our goal is to build awareness and balanced dialogue on the role and value of the energy we deliver to our society and economy. We communicate with different stakeholders, decision makers, customers and other interested groups - including investors, employeesreliability and the public - about the access we provide to safe, reliable, affordable energy.profitability of assets has become entrenched in our everyday operations.


We provide annual progress updates related to the above initiatives in our annual CSRSustainability Report which can be found at http:https://csr.enbridge.comwww.enbridge.com/sustainability-reports. Unless otherwise specifically stated, noneof the information contained on, or connected to, the Enbridge website is incorporated by reference in, or otherwise part of, this Annual Report on Form 10-K.10-K.


Attract, Retain and Develop Highly Capable People
Investing in the attraction, retention and development of employees and future leaders is fundamental to executing our growth strategy and creating sustainability for future success. We focus on enhancing the capability of our people to maximize the potential of our organization and undertake various activities such as offering accelerated leadership development programs, enhancing career opportunities and building change management capabilities throughout the enterprise so that projects and initiatives achieve intended benefits. Furthermore, we strive to maintain industry competitive compensation and retention programs that provide both short-term and long-term performance incentives to our employees.

BUSINESS SEGMENTS

Our activities are carried out through five business segments: Liquids Pipelines; Gas Transmission and Midstream; Gas Distribution; GreenDistribution and Storage; Renewable Power and Transmission;Generation; and Energy Services, as discussed below.


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LIQUIDS PIPELINES


Liquids Pipelines consists of common carrier and contract pipelines that transport crude oil, natural gas liquids (NGL) and refined products and terminals in Canada and the United States, including the Canadian Mainline, Lakehead Pipeline System (Lakehead System), Regional Oil Sands System, Gulf Coast and Mid-Continent, Southern Lights Pipeline, Express-Platte System, Bakken SystemUS that transport various grades of crude oil and other feeder pipelines.liquid hydrocarbons.


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MAINLINE SYSTEM
The mainline systemMainline System is comprised of the Canadian Mainline and the Lakehead System. The Canadian Mainline is a common carrier pipeline system which transports various grades of oil and other liquid hydrocarbons within western Canada and from western Canada to the Canada/United StatesUS border near Gretna, Manitoba and Neche, North Dakota and from the United States/US/Canada border near Port Huron, Michigan and Sarnia, Ontario to eastern Canada and the northeastern United States.US. The Canadian Mainline includes six adjacent pipelines with a combined operating capacity of approximately 2.852.9 million barrels per day (bpd) that connect with the Lakehead System at the Canada/United StatesUS border, as well as five pipelines that deliver crude oil and refined products into eastern Canada and the northeastern United States. It also includes certain related pipelines and infrastructure, including decommissioned and deactivated pipelines.US. We have operated, and frequently expanded, the Canadian Mainline since 1949. Effective September 1, 2015, the closing date of the Canadian Restructuring Plan (as defined below), we transferred the Canadian Mainline to the Fund Group (comprising Enbridge Income Fund (the Fund), Enbridge Commercial Trust, Enbridge Income Partners LP (EIPLP) and the subsidiaries
of EIPLP) - refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Canadian Restructuring Plan. The Lakehead System is the portion of the mainline systemMainline System in the United States that continues to be managed by us through our subsidiaries, Enbridge Energy Partners, L.P. (EEP) and Enbridge Energy, Limited Partnership. US. It is an interstate common carrier pipeline system regulated by the Federal Energy Regulatory Commission (FERC), and is the primary transporter of crude oil and liquid petroleum from Westernwestern Canada to the United States.US.


Competitive Toll Settlement
The Competitive Toll Settlement (CTS) is the current framework governing tolls paid for products shipped on the Canadian Mainline, with the exception of Lines 8 and 9 which are tolled on a separate basis. The 10-year settlement was negotiated by representatives of Enbridge, the Canadian Association of Petroleum Producers and other shippers on the Canadian Mainline. It was approved by the National Energy Board (NEB) on June 24, 2011 and took effect on July 1, 2011.(now the Canada Energy Regulator (CER)). The CTS provides for a Canadian Local Toll (CLT) for deliveries within western Canada, which is based on the 2011 Incentive Tolling Settlement toll, as well as an International Joint Tariff (IJT) for crude oil shipments originating in western Canada, on the Canadian Mainline, and delivered into the United States,US, via the Lakehead System, and into eastern Canada. TheseThe IJT tolls are denominated in United StatesUS dollars. The IJT is designed to provide shippers on the mainline systemMainline System with a stable and competitive long-term toll, thereby preserving and enhancing throughput on both the Canadian Mainline and the Lakehead System. The CLT and the IJT were both established at the time of implementation of the CTS and are adjusted annually, on July 1 of each year, at a rate equal to 75% of the CanadaCanadian Gross Domestic Product at Market Price Index published by Statistics Canada. Two years prior to

Although the end of the term of the CTS, we and the shippers will establish a group for the purposes of negotiating a new settlement to replace the CTS once it expires.

Although thecurrent CTS has a 10-year term and is in place until June 30, 2021, it does not require shippers to commit to certain volumes. Shippers nominate volumes on a monthly basis and we allocate capacity to maximize the efficiency of the Canadian Mainline.Mainline System.


Local tolls for service on the Lakehead System are not affected by the CTS and continue to be established pursuant to the Lakehead System’s existing toll agreements, as described below.Under the terms of the IJT agreement, between us and EEP, the Canadian Mainline’s share of the IJT relating to pipeline transportation of a batch from any western Canada receipt point to the United StatesUS border is equal to the IJT applicable to that batch’s United StatesUS delivery point less the Lakehead System’s local toll to that delivery point. This amount is referred to as the Canadian Mainline IJT Residual Benchmark Toll and is denominated in United StatesUS dollars.


Lakehead System Local Tolls
Transportation rates are governed by the FERC for deliveries from the Canada/United StatesUS border near Neche, North Dakota, and from Clearbrook, Minnesota and other points to certain principal delivery points.points on the Lakehead System. The Lakehead System periodically adjusts these transportation rates as allowed under the FERC’s index methodology and tariff agreements, the main components of which are baseindex rates and the Facilities Surcharge Mechanism. BaseIndex rates, the base portion of the transportation rates for the Lakehead System, are subject to an annual adjustment which cannot exceed established ceiling rates as approved by the FERC. The Facilities Surcharge Mechanism allows the Lakehead System to recover costs associated with certain shipper-requested projects through an incremental surcharge in addition to the existing baseindex rates, and is subject to annual adjustment on April 1.1 of each year. To the extent that the Lakehead System transportation rates materially under-recover the Lakehead System cost of service, an application can be made with the FERC to seek approval to increase the rates in order to bring recoveries in-line with costs.


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Mainline System Contracting
On December 19, 2019, we submitted an application to the CER to implement contracting on our Mainline System. The application for contracted and uncommitted service included the associated terms, conditions and tolls of each service, which would be offered in an open season following approval by the CER. The tolls and services would replace the current CTS that is in place until June 30, 2021. If a replacement agreement is not in place by June 30, 2021, the CTS provides for tolls to continue on an interim basis.

For further information, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments - Mainline System Contracting.

REGIONAL OIL SANDS SYSTEM
The Regional Oil Sands System includes fourfive intra-Alberta long haul pipelines,long-haul pipelines; the Athabasca Pipeline, Waupisoo Pipeline, Woodland Pipeline, and the recently completed Wood Buffalo Extension/Athabasca Twin pipeline system and the Norlite Pipeline System (Norlite), as well as two large terminals: the Athabasca Terminal located north of Fort McMurray, Alberta and the Cheecham Terminal, located south of Fort McMurray.McMurray, Alberta. The Regional Oil Sands System also includes numerous laterals and related facilities which currently provide access for oil sands production from twelve producing oil sands projects.

The combined capacity of the intra-Alberta long-haul pipelines is approximately 930 kbpd to Edmonton and 1,370 kbpd into Hardisty, with Norlite providing approximately 218 kbpd of diluent capacity into the system,Fort McMurray region. We have a 50% interest in the Woodland Pipeline and a long-haul intra-Alberta pipeline that transports diluent from the Edmonton, Alberta region into the oil sands producing regions located north and south of Fort McMurray, Alberta.70% interest in Norlite. The Regional Oil Sands System currently serves twelve producing oil sands projects.

The Athabasca Pipeline is a 540-kilometer (335-mile) synthetic and heavy oil pipeline. Built in 1999, it links the Athabasca oil sands in the Fort McMurray region to the major Alberta crude oil pipeline hub at Hardisty, Alberta. The Athabasca Pipeline’s capacity is 570,000 bpd, depending on crude slate. We have long-term take-or-pay and non take-or-pay agreements with multiple shippers on the Athabasca Pipeline. Revenues are recorded based on the contract terms negotiated with the major shippers, rather than the cash tolls collected.

In 2017, we completed the twinning of the Athabasca Pipeline and the Wood Buffalo Extension, which were key components of our Regional Oil Sands Optimization Project. The Athabasca Pipeline Twin, completed in January 2017, twinned the southern section of the Athabasca Pipeline with a 36-inch diameter pipeline from Kirby Lake, Alberta to the major Alberta pipeline hub at Hardisty, Alberta. The initial capacity of the Athabasca Pipeline Twin is 450,000 bpd and it can be further expanded in the future to 800,000 bpd through additional pumping horsepower. In December 2017, the Wood Buffalo Extension, a 36-inch diameter pipeline between Cheecham, Alberta and Kirby Lake, Alberta, went into service. The integrated Wood Buffalo Extension and Athabasca Pipeline Twin transports diluted bitumen from multiple oil sands producers.

The Waupisoo Pipeline is a 380-kilometer (236-mile) synthetic and heavy oil pipeline that entered service in 2008 and provides access to the Edmonton market for oil sands producers. The Waupisoo Pipeline originates at the Cheecham Terminal and terminates at the major Alberta pipeline hub at Edmonton. The pipeline has a capacity of 550,000 bpd, depending on the crude slate. We have long-term take-or-pay agreements with multiple shippers on the Waupisoo Pipeline who have collectively contracted for 80% to 90% of the capacity, subject to the timing of when shippers’ commitments commence and expire.

The Woodland Pipeline is a 50/50 joint venture between us and Imperial Oil Resources Ventures Limited and ExxonMobil Canada Properties that was constructed in two phases. The first phase, completed in 2013, consists of a 140-kilometer (87-mile) 36-inch diameter pipeline from the Kearl oil sands mine to the Cheecham Terminal, and service on our existing Waupisoo Pipeline from Cheecham to the Edmonton area. The second phase extended the Woodland Pipeline south from our Cheecham Terminal to our Edmonton Terminal. Completed in 2014, the extension involved the construction of a 385-kilometer (239-mile) 36-inch diameter pipeline adding 379,000 bpd of capacity to the Regional Oil Sands System. The Woodland Pipeline is anchored by long-term commitments.


The Norlite Pipeline System (Norlite) was placed into service in May 2017, offering a new diluent supply alternative to meet the needs ofagreements with multiple producers in the Athabasca oil sands region. Norlite is a 24-inch-diameter pipeline, originating at Enbridge’s Stonefell Terminal, in Strathcona County near Edmonton, Albertaproducers that provide cash flow stability and terminating at Enbridge’s Fort McMurray South facility, near Fort McMurray, Alberta, with a transfer line to Suncor's East Tank Farm. The pipeline has a capacityalso include provisions for the recovery of approximately 218,000 bpdsome of diluent, with the potential to be further expanded to approximately 465,000 bpdoperating costs of capacity with the addition of pump stations. Under an agreement with Keyera Corp. (Keyera), Norlite has the right to access certain existing capacity on Keyera’s pipelines between Edmonton, Alberta and Stonefell, Alberta and, in exchange, Keyera has elected to participate in the new pipeline infrastructure project as a 30% non-operating owner. Norlite is anchored by long-term throughput commitments from a number of oil sands producers.this system.


GULF COAST AND MID-CONTINENT
Gulf Coast includes Seaway andCrude Pipeline System (Seaway Pipeline), Flanagan South Pipeline (Flanagan South), Spearhead Pipeline and Gray Oak Pipeline, as well as the Mid-Continent System comprised of the Cushing Terminal and the recently sold Ozark Pipeline that is managed by us through our subsidiary, EEP.Terminal.


Seaway Pipeline
In 2011, we acquiredWe have a 50% interest in the 1,078-kilometer (670-mile) Seaway Crude Pipeline, System (Seaway Pipeline), including the 805-kilometer (500-mile), 30-inch diameter long-haul system between Cushing, Oklahoma and Freeport, Texas, as well as the Texas City Terminal and Distribution System which serve refineries in the Houston and Texas City areas. Total aggregate capacity on the Seaway Pipeline system is approximately 950 kbpd. Seaway Pipeline also includes 8.8 million barrels of crude oil storage tank capacity on the Texas Gulf Coast.

The flow direction of Seaway Pipeline was reversed in 2012, enabling it to transport crude from the oversupplied hub in Cushing, Oklahoma to the Gulf Coast. Further pump station additions and modifications were completed early 2013, increasing capacity available to shippers from an initial 150,000 bpd to up to approximately 400,000 bpd, depending on the crude slate. In late 2014, a second line, the Seaway Pipeline Twin, was placed into service to more than double the existing capacity to 850,000 bpd. Seaway Pipeline also includes a 161-kilometer (100-mile) pipeline from the Enterprise Crude Houston crude oil terminal in Houston, Texas to the Port Arthur/Beaumont, Texas refining center.

Flanagan South Pipeline
Flanagan South is a 950-kilometer (590-mile), 36-inch diameter interstate crude oil pipeline that originates at our terminal at Flanagan, Illinois, a delivery point on the Lakehead System, and terminates in Cushing, Oklahoma. Flanagan South and associated pumping stations were completed in the fourth quarter of 2014. Flanagan South has an initial designa capacity of approximately 600,000 bpd.600 kbpd.

Spearhead Pipeline
Spearhead Pipeline is a long-haul pipeline that delivers crude oil from Flanagan, Illinois, a delivery point on the Lakehead System, to Cushing, Oklahoma. The Spearhead pipeline was originally placed into servicehas a capacity of approximately 193 kbpd.

The Gray Oak pipeline is a 1,368-kilometer (850-mile) crude oil system, which runs from the Permian Basin in 2006 andWest Texas to the US Gulf Coast. The Gray Oak pipeline has an initialexpected average annual capacity of 193,300 bpd.900 kbpd and transports light crude oil. We have an effective 22.8% interest in the pipeline. Initial in-service for the pipeline commenced in November 2019 with full service achieved in the second quarter of 2020.


Mid-Continent System
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The Mid-Continent System is comprised of the storage terminals at Cushing, Oklahoma and the recently sold Ozark Pipeline. The storage terminals consist(Cushing Terminal), consisting of over 80 individual storage tanks ranging in size from 78,00078 to 570,000570 thousand barrels. Total storage shell capacity of Cushing Terminal is approximately 20 million barrels. A portion of the storage facilities are used for operational purposes, while the remainder isare contracted to various crude oil market participants for their term storage requirements.Contract fees include fixed monthly storage fees, throughput fees for receiving and delivering crude to and from connecting pipelines and terminals, andas well as blending fees.



OTHER
In December 2016, we entered into an agreement to sell the OzarkOther includes Southern Lights Pipeline, to a subsidiary of MPLX LP for cash proceeds of approximately $294 million (US$220 million), including $13 million (US$10 million) in reimbursable costs for additional capital spent by us up to the closing date of the transaction. Sale of the Ozark Pipeline system closed on March 1, 2017.Express-Platte System, Bakken System and Feeder Pipelines and Other.


SOUTHERN LIGHTS PIPELINE
Southern Lights Pipeline is a fully-contracted single stream 180 kbpd 16/18/20-inch diameter pipeline that ships diluent from the Manhattan Terminal near Chicago, Illinois to three western Canadian delivery facilities, located at the Edmonton and Hardisty terminals in Alberta and the Kerrobert terminal in Saskatchewan. This 180,000 bpd 16/18/20-inch diameter pipeline was placed into service in 2010. Both the Canadian portion of Southern Lights Pipeline (Southern Lights Canada) and the United StatesUS portion of Southern Lights Pipeline (Southern Lights US) receive tariff revenues under long-term contracts with committed shippers. Tariffs provide for recovery of all operating and debt financing costs plus a return on equity (ROE) of 10%. Southern Lights Pipeline has assignedcapacity is 90% contracted with the remaining 10% of the capacity (18,000 bpd)assigned for shippers to ship uncommitted volumes.

As part of the Canadian Restructuring Plan, effective September 1, 2015, we transferred all Class B units of Southern Lights Canada to the Fund Group. Following the closing of the Transaction, the Fund Group holds all the ownership, economic interests and voting rights, direct and indirect, in Southern Lights Canada. We continue to indirectly own all of the Class B Units of Southern Lights US.

EXPRESS-PLATTE SYSTEM
The Express-Platte system is comprisedSystem consists of both the Express pipeline and the Platte pipeline, and crude oil storage of approximately 5.6 million barrels. It is an approximate 2,736-kilometer (1,700-mile) long crude oil transportation system, which begins inat Hardisty, Alberta, and terminates inat Wood River, Illinois. The 310 kbpd Express pipeline carries crude oil to United StatesUS refining markets in the RockiesRocky Mountains area, including Montana, Wyoming, Colorado and Utah. The 145 to 164 kbpd Platte pipeline, which interconnects with the Express pipeline inat Casper, Wyoming, transports crude oil predominantly from the Bakken shale and western Canada to refineries in the Midwest.midwest. Express pipeline capacity is typically committed under long-term take-or-pay contracts with shippers. A small portion of Express pipeline capacity and all of the Platte pipeline capacity is used by uncommitted shippers who pay only for the pipeline capacity they actually use in a given month.


BAKKEN SYSTEM
OurThe Bakken assets consistSystem consists of the North Dakota System and the Bakken Pipeline System. The North Dakota System is a joint operation that includes a Canadian entity and a United States entity. The United States portion ofservices the Bakken in North Dakota Systemand is comprised of a crude oil gathering and interstate pipeline transportation system servicing the Williston Basin in North Dakota and Montana, which includes the Bakken and Three Forks formation.system. The gathering pipelines collect crude oil from nearly 80 different receipt facilities located throughout western North Dakota and eastern Montana, withsystem provides delivery to Clearbrook, Minnesota for service on the Lakehead system or a variety of interconnecting pipeline and rail export facilities. The United States interstate portion of the system extendshas both US and Canadian components that extend from Berthold, North Dakota to the International Boundary near North Portal, North Dakota, and connects to the Canadian entity at the border to bring the crude oil into Cromer, Manitoba.


Tariffs on the United StatesUS portion of the North Dakota System are governed by the FERC and include a local tariff. The Canadian portion is categorized as a Group 2 pipeline, and as such, its tolls are regulated by the NEBCER on a complaint basis. Tolls on the interstate pipeline system are based on long-term take-or-pay agreements with anchor shippers.


In February 2017, we closed a transaction to acquire a 49% equityWe have an effective 27.6% interest in the holding company that owns 75% of the Bakken Pipeline System, from an affiliate of Energy Transfer Partners, L.P. and Sunoco Logistics Partners, L.P. The Bakken Pipeline Systemwhich connects the prolific Bakken formation in North Dakota to markets in eastern PADD II and the United StatesUS Gulf Coast, providing customers with access to premium markets at a competitive cost.Coast. The Bakken Pipeline System consists of the DAPL from the Bakken area in North Dakota Access

Pipelineto Patoka, Illinois, and the Energy Transfer Crude Oil Pipeline projects. The Dakota Access Pipeline consists of 1,886-kilometers (1,172-miles) of 30-inch pipe from the Bakken/Three Forks production area in North DakotaPatoka, Illinois to Patoka, Illinois. InitialNederland, Texas. Current capacity is in excess of 470,000 bpd570 kbpd of crude oil with the potential to be expanded to 570,000 bpd. The Energy Transfer Crude Oil Pipeline consists of 100-kilometers (62-miles) of new 30-inch diameter pipe, 1,104-kilometers (686-miles) of converted 30-inch diameter pipe, and 64-kilometers (40-miles) of converted 24-inch diameter pipe from Patoka, Illinois to Nederland, Texas.through additional pumping horsepower. The Bakken Pipeline System is anchored by long-term throughput commitments from a number of producers.

FEEDER PIPELINES AND OTHER
Feeder Pipelines and Other includes a number of liquids storage assets and pipeline systems in Canada and the United States.US.


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Key assets included in Feeder Pipelines and Other are the Hardisty Contract Terminal and Hardisty Storage Caverns located near Hardisty, Alberta, a key crude oil pipeline hub in western Canada and the Southern Access Extension (SAX) pipeline which originates out ofin Flanagan, Illinois and delivers to Patoka, Illinois. On July 1, 2014, Marathon executedIllinois. We have an agreement with Enbridge to become an owner (35%)effective 65% interest in the 300 kbpd SAX forming the Illinois Extension Pipeline Company (IEPC). Enbridge has 65% ownership in IEPC. SAX was placed into service December 2015 withpipeline of which the majority of its capacity is commercially secured under long-term take-or-pay contracts with shippers.


Feeder Pipelines and Other also includes Patoka Storage, the Toledo pipelinesystem and the NWNorman Wells (NW) System. Patoka Storage is comprised of 4four storage tanks with 480,000480 thousand barrels of shell capacity located in Patoka, Illinois. The 101 kbpd Toledo pipeline system connects with the Lakehead System and delivers to Ohio and Michigan. The majority of Toledo pipeline’s capacity is commercially secured under long-term take-or-pay contracts with shippers. The45 kbpd NW System transports crude oil from Norman Wells in the Northwest Territories to Zama, Alberta. NW SystemAlberta and has a cost of servicecost-of-service rate structure based on established terms with shippers.


Feeder PipelinesCOMPETITION
Other competing carriers available to ship western Canadian liquid hydrocarbons to markets in Canada, the US and Other includes contributions from assets which were divested during 2017 and the fourth quarter of 2016, including investments in Olympic Pipeline Company (Olympic), Eddystone Rail and the South Prairie Region assets.

On October 19, 2017, we sold all assets relatedinternationally represent competition to our Eddystone rail facility to our partner Canopy in exchange for their 25% share of the joint venture valued at $5 million. These assets primarily included the unit-train unloading facility and related local pipeline infrastructure near Philadelphia, Pennsylvania that delivered Bakken and other light sweet crude oil to Philadelphia area refineries.

On July 31, 2017, we completed the sale of our 85% interest in Olympic, the largest refined products pipeline in the State of Washington, to an unrelated party for $0.2 billion.

On December 1, 2016, EIPLP completed the sale of the South Prairie Region assets to an unrelated party for cash proceeds of $1.08 billion. The South Prairie Region assets transport crude oil and NGL from producing fields and facilities in southeastern Saskatchewan and southwestern Manitoba to Cromer, Manitoba where products enter the mainline system to be transported to the United States or eastern Canada.

COMPETITION
liquids pipelines network. Competition may result in a reduction in demand for our services, fewer project opportunities or assumption of risk that results in weaker or more volatile financial performance than expected. Competition amongamongst existing pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier alternatives and proximity to markets.

Other competing carriers available to ship western Canadian liquid hydrocarbons to markets in Canada, the United States and internationally represent competition to our liquids pipelines network. Competition

also arises from proposed pipelinespipeline expansions that seekprovide access to access markets currently served by our liquids pipelines, such as proposed projects to the Gulf Coast andwell as from proposed projects enhancing infrastructure in the Alberta regional oil sands market. The Mid-Continent and Bakken systems also face competition from existing competing pipelines, proposed future pipelines and existing and alternative gathering facilities. Competition for storage facilities in the United StatesUS includes large integrated oil companies and other midstream energy partnerships. Additionally, volatile crude price differentials and insufficient pipeline capacity on either our or other competitorcompetitors' pipelines can make transportation of crude oil by rail competitive, particularly to markets not currently servicedserved by pipelines.

We believe that our liquids pipelines continue to provide attractive options to producers in the Western Canadian Sedimentary Basin (WCSB) and North Dakota due to our competitive tolls and flexibility through our multiple delivery and storage points. We also employ long-term agreements with shippers, which mitigates competition risk by ensuring consistent supply to our liquids pipelines network. Our current complement of growth projects to expand market access and to enhance capacity on our pipeline system combined with our commitment to project execution isare expected to further provide shippers reliable and long-term competitive solutions for oilliquids transportation. OurWe have a proven track record of successfully executing projects to meet the needs of our customers and our existing right-of-way for the mainline systemMainline System also provides a competitive advantage as it can be difficult and costly to obtain rights of wayrights-of-way for new pipelines traversing new areas. We also employ long-term agreements with shippers,In addition, we are currently pursuing the offering of contracted service on the Mainline System, which also mitigatewould further contribute to mitigating competition risk by ensuring consistent supply to our liquids pipelines network.risk.


SUPPLY AND DEMAND
We have an established and successful history of being the largest transporter of crude oil to the United States,US, the world’s largest market.market for crude oil. While United States’US demand for Canadian crude oil production will support the use of our infrastructure for the foreseeable future, North American and global crude oil supply and demand fundamentals are shifting, and we have a role to play in this transition by developing long-term transportation options that enable the efficient flow of crude oil from supply regions to end-user markets.


The downturn inCOVID-19 pandemic had a significant impact on the crude oil market in 2020. International prices which beganweakened as lockdowns led to a reduction in 2014 has impacted our liquids pipelines’ customers, who responded by reducing their explorationenergy consumption, lower refinery utilization and development spending for 2016 and 2017a glut in higher cost basins. However, the international market for crude oil has continued to see an increase in production from the North American shale oil producing basins and increased production from specificsupply. The Organization of Petroleum Exporting Countries (OPEC). The West Texas Intermediate (WTI), along with producers around the world, cut crude price has been strengthening from US$30 per barrel atoil production to stabilize international prices and inventories. WCSB production substantially recovered in the beginningsecond half of 2016 as the market has fought to re-balance supply and demand. Prices began to recover in response to cuts in OPEC and non-OPEC production and have continued to recover through 2017. The WTI crude prices averaged US$51 per barrel for 2017 and ended the year above US$60 per barrel.as refinery demand has picked up and the Alberta production curtailment program has ended.

Notwithstanding the current price environment, our mainline system has thus far continued to be highly utilized and in fact, mainline
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Our Mainline System throughput, as measured at the Canada/United StatesUS border at Gretna, Manitoba saw record throughputdeliveries of 2.72.44 million bpd in December 2017. the second quarter of 2020, a 400 kbpd drop from the previous quarter. Volumes improved in the third quarter to 2.55 million bpd and in the fourth quarter to 2.65 million bpd driven by improved refinery utilization in the US and Canada.The mainline system continues to be subjectMainline System also returned to apportionment ofin the fourth quarter, as heavy crude oil as nominated volumes currently exceedshipment nominations exceeded capacity on portions of the system. Lower supply of heavy crude from Latin America and the Middle East is driving increased demand for Canadian heavy crude in the US Gulf Coast even as refinery utilization remained below pre-pandemic levels.
The impact of a low crude oil price environmentthe COVID-19 pandemic on the financial performance of our liquids pipelinesLiquids Pipelines business is expectedcontinues to be relatively modest given the cost effectiveness of our Mainline System tolls and commercial arrangements, which underpin many of the pipelines that make up our liquids system andpipelines. These arrangements provide a significant measure of protection against volume fluctuations. In addition, our mainline systemOur Mainline System is well positioned to continue to provide safe and efficient transportation which will enable western Canadian and Bakken production to reach attractive markets in the United StatesUS and eastern Canada at a competitive cost relativecost.

Over the long term, continued growth in global energy consumption is expected to other alternatives.be primarily driven by emerging economies in regions outside theOrganization for Economic Cooperation and Development (OECD), mainly in India and China. In North America, demand growth for transportation fuels is expected to moderate due to vehicle fuel efficiencies and increasing sales of electric vehicles. Accordingly, there is a strategic opportunity to establish tide-water export facilities to service North American producers wanting access to global markets.

Global crude oil production is expected to continue to grow through 2035 to meet this increase in global demand.This supply will primarily come from OPEC countries and North America. Growth in supply from OPEC is partly due to the expected recovery of Iraqi and Libyan production. Saudi Arabia also has the capacity to increase production as necessary. The fundamentalspace of oil sands production and lowgrowth in North America will be governed by a number of factors including crude oil prices, have caused some sponsorscorresponding production decisions by OPEC, increasing environmental regulation, sufficient pipeline egress and prolonged approval processes for new pipelines with access to reconsider the timing of their upstream oil sands development projects. However, recently updatedUS Gulf Coast and tide-water. Recent forecasts continue to reflectshow long-term supply growth from the WCSB, althoughhowever the projected pace of growth is slower than previous forecasts as companies continue to assess the viability of certain capital investments in the current price environment and with the ongoing uncertainty related to timing and completion of competing pipeline systems.


Over the long term, global energy consumption is expected to continue to grow, with the growth in crude oil demand primarily driven by emerging economies in regions outside theOrganization for Economic Cooperation and Development (OECD), mainly India and China. While OECD countries, including Canada, the United States and western European nations, will experience population growth, the emphasis placed on energy efficiency, conservation and a shift to lower carbon fuels, such as natural gas and renewables, is expected to reduce crude oil demand over the long term. Accordingly, there is a strategic opportunity for North American producers to grow production to displace foreign imports and participate in the growing global demand outside North America.

In terms of supply, long-term global crude oil production is expected to continue to grow through 2035, with growth in supply primarily contributed by North America, Brazil and OPEC. The expected growth in North America is largely driven by production from the oil sands and the continued development of tight oil plays including the Permian, Bakken and Eagle Ford formations. Growth in supply from OPEC is primarily a result of a shift in OPEC’s strategy from ‘balancing supply’ to ‘competing for market share’ in Asia and Europe. However, political uncertainty in certain oil producing countries, including Venezuela, Libya, Nigeria and Iraq, increases risk in those regions’ supply growth forecasts and makes North America one of the most secure supply sources of crude oil. As witnessed throughout 2016 and 2017, North American supply growth can be influenced by macro-economicevolving factors that drive downnoted above.

In the global crude prices. Over the longernear term, North American production from tight oil plays, including the Bakken, is expected to grow as technology continues to improve well productivity and efficiencies. The WCSB, in Canada, is viewed as one of the world’s largest and most secure supply sources of crude oil. However, the pace of growth in North America and level of investment in the WCSB could be tempered in future years by a number of factors including a sustained period of low crude oil prices and corresponding production decisions by OPEC, increasing environmental regulation, and prolonged approval processes for new pipelines with access to tide-water for export.

In recent years, the combination of relatively flat domestic demand, growing supply and long-lead time to build pipeline infrastructure led to a fundamental change in the North American crude oil landscape. The inability to move increasing inland supply to tide-water markets resulted in a divergence between WTI and world pricing, resulting in lower netbacks for North American producers than could otherwise be achieved if selling into global markets. The impact of price differentials has been even more pronounced for western Canadian producers as insufficient pipeline infrastructure resulted in a further discounting of Alberta crude against WTI. With a number of market access initiatives completed by the industry in recent years, including those introduced by us, the crude oil price differentials significantly narrowed in 2015, and resulted in higher netbacks for producers. The capacity from these initiatives was for the most part exhausted by the end of 2017 from growth in the Oil Sands and has resulted in crude differentials widening once more. Canadian pipeline export capacity is expected to remain essentially full,fully utilized, resulting in continued apportionment on our Mainline System and incremental production utilizing non-pipeline transportation services (e.g. rail and trucks) until such time as sufficient pipeline capacity is made available. As the supply in North America continues to grow, the growth and flexibility of pipeline infrastructure will need to keep pace with the sensitive demand and supply balance. Over the longer term, however, it will be important to develop additional WCSB pipeline egress alternatives as we believe pipelines will continue to be the most reliable, safe and cost-effective means of transportation in markets where the differential between North American and global oil prices remain narrow. Utilization of rail to transport crude is expected to be substantially limited to those markets not readily accessible by pipelines.transportation.


Our role in helping to address the evolving supply and demand fundamentals and alleviatingWe help alleviate price discounts for producers and rising supply costs to refiners isthrough optimization of throughput on our existing liquids pipelines systems and through investment in new pipelines and related infrastructure to provide expanded pipelinetransportation capacity and sustainable connectivity to alternative markets. AsProgress on the development and construction of our commercially secured growth projects is discussed in Part II. Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations - Growth Projects - Commercially Secured Projects, in 2017, we continue to execute our growth projects plan in furtherance of this objective.Projects.


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GAS TRANSMISSION &AND MIDSTREAM

Gas Transmission and Midstream (formerly referred to as Gas Pipelines and Processing) consists of our investments in natural gas pipelines and gathering and processing facilities in Canada and the United States,US, including US Gas Transmission, Canadian Gas Transmission, and Midstream, Alliance Pipeline, US Midstream and other assets.

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US GAS TRANSMISSION
The majority of assets that comprise US Gas Transmission were acquired through the Merger Transaction and consist of natural gas transmission and storage assets that are held primarily through Spectra Energy Partners, LP (SEP). US Gas Transmission includes indirect ownership interests in Texas Eastern Transmission, L.P. (Texas Eastern), Algonquin M&N U.S.Gas Transmission, LLC (Algonquin), Maritimes & Northeast (M&N) (US and Canada), East Tennessee Natural Gas, LLC (East Tennessee), Gulfstream Natural Gas System, L.L.C. (Gulfstream), Sabal Trail Transmission (Sabal Trail), NEXUS Gas Transmission Pipeline (NEXUS), Valley Crossing Pipeline, LLC. (Valley Crossing), Southeast Supply Header (SESH), Vector Pipeline L.P. (Vector) and certain other gas pipeline and storage assets. The US Gas Transmission business primarily provides transmission and storage of natural gas through interstate pipeline systems for customers in various regions of the northeastern, southern and midwestern northeastern and southern United States.US.

As a result of the Merger Transaction, Enbridge held a 75% equity interest in SEP, a natural gas and crude oil infrastructure master limited partnership. As a result of us converting all of our incentive distribution rights (IDRs) and general partner economic interests in SEP into 172.5 million newly issued SEP common units, we now hold a 83% equity interest in SEP. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations - United States Sponsored Vehicle Strategy. SEP owns 100% of Texas Eastern Transmission, L.P. (Texas Eastern), 92% of Algonquin Gas Transmission, L.L.C. (Algonquin), 100% of East Tennessee Natural Gas, L.L.C. (East Tennessee), 100% of Saltville Gas Storage Company L.L.C. (Saltville), 100% of Ozark Gas Gathering, L.L.C. and Ozark Gas Transmission, L.L.C., 100% of Big Sandy Pipeline, L.L.C., 100% of Market Hub Partners Holding, 100% of Bobcat Gas Storage, 78% of Maritimes & Northeast Pipeline, L.L.C. (M&N U.S.), 50% of Southeast Supply Header, L.L.C., 50% of Steckman Ridge, L.P., 50% of Gulfstream Natural Gas System, L.L.C. (Gulfstream) and 50% of Sabal Trail Transmission, LLC (Sabal Trail).


The Texas Eastern natural gas transmission system extends approximately 2,735-kilometers (1,700-miles) from producing fields in the Gulf Coast region of Texas and Louisiana to Ohio, Pennsylvania, New Jersey and New York. Texas Eastern's onshore system consistshas a peak day capacity of 13.06 billion cubic feet per day (bcf/d) of natural gas on approximately 14,597-kilometers (9,070-miles)14,183-kilometers (8,813-miles) of pipeline and associated compressor stations. Texas Eastern is also connected to four affiliated storage facilities that are partially or wholly-owned by other entities within the US Gas Transmission business.


The Algonquin natural gas transmission system connects with Texas Eastern’s facilities in New Jersey and extends approximately 402-kilometers (250-miles) through New Jersey, New York, Connecticut, Rhode Island and Massachusetts where it connects to M&N U.S.US. The system consistshas a peak day capacity of 3.09 bcf/d of natural gas on approximately 1,835-kilometers (1,140-miles)1,820-kilometers (1,131-miles) of pipeline with associated compressor stations. We have a 92% interest in the Algonquin natural gas transmission system.


M&N U.S. is anUS has a peak day capacity of 0.83 bcf/d of natural gas on approximately 563-kilometer (350-mile)552-kilometers (343-miles) of mainline interstate natural gas transmission system, including associated compressor stations, which extends from northeastern Massachusetts to the border of Canada near Baileyville, Maine. M&N U.S. is connectedCanada has a peak day capacity 0.55 bcf/d on approximately 885-kilometers (550-miles) of interprovincial natural gas transmission mainline system that extends from Goldboro, Nova Scotia to the Canadian portion of the Maritimes & Northeast Pipeline system,US border near Baileyville, Maine. We have a 78% interest in M&N Canada (see Gas TransmissionUS and Midstream - Canadian Gas Transmission and Midstream).M&N Canada.


East Tennessee’s natural gas transmission system has a peak day capacity of 1.86 bcf/d of natural gas, crosses Texas Eastern’s system at two locations in Tennessee and consists of two mainline systems totaling approximately 2,414-kilometers (1,500-miles)2,456-kilometers (1,526-miles) of pipeline in Tennessee, Georgia, North Carolina and Virginia, with associated compressor stations. East Tennessee has a Liquefied Natural Gasliquefied natural gas (LNG) storage facility in Tennessee and also connects to the Saltville storage facilities in Virginia.


Gulfstream is an approximately 1,199-kilometer (745-mile) interstate natural gas transmission system with associated compressor stations, operated jointly by SEP and The Williams Companies, Inc.stations. Gulfstream transportshas a peak day capacity of 1.31 bcf/d of natural gas from Mississippi, Alabama, Louisiana and Texas, crossing the Gulf of Mexico to markets in central and southern Florida. Gulfstream is accounted for under the equity method of accounting.We have a 50% interest in Gulfstream.


Sabal Trail is an approximately 832-kilometer (517-mile) pipeline that provides firm natural gas transportation to Florida Power & Light Company for its power generation needs and will deliver to Duke Energy Florida's natural gas plant currently under construction

in Florida.transportation. Facilities include a new 829-kilometer (515-mile) pipeline, laterals and various compressor stations. The pipeline infrastructure is located in Alabama, Georgia and Florida, and adds approximately 1.1 billion cubic feet per day (bcf/d)1.0 bcf/d of new capacity toenabling the access of onshore shale gas supplies once approved future expansions are completed. Sabal Trail is accounted for under the equity method of accounting.

We also holdhave a 60% ownership50% interest in Sabal Trail.

NEXUS is an approximately 414-kilometer (257-mile) interstate natural gas transmission system with associated compressor stations. NEXUS transports natural gas from our Texas Eastern system in Ohio to our Vector whichinterstate pipeline in Michigan, with peak day capacity of 1.4 bcf/d. Through its interconnect with Vector, NEXUS provides a connection to Dawn Hub, the largest integrated underground storage facility in Canada and one of the largest in North America, located in southwestern Ontario adjacent to the Greater Toronto Area. We have a 50% interest in NEXUS.

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Valley Crossing is an approximately 285-kilometer (177-mile) intrastate natural gas transmission system, with associated compressor stations. The pipeline infrastructure is located in Texas and provides market access of up to 2.6 bcf/d of design capacity to the Comisión Federal de Electricidad, Mexico’s state-owned utility.

SESH is an approximately 467-kilometer (290-mile) natural gas transmission system with associated compressor stations. SESH extends from the Perryville Hub in northeastern Louisiana where the shale gas production of eastern Texas, northern Louisiana and Arkansas, along with conventional production, is reached from six major interconnections. SESH extends to Alabama, interconnecting with 14 major north-south pipelines and three high-deliverability storage facilities and has a peak day capacity of 1.1 bcf/d of natural gas. We have a 50% interest in SESH.

Vector is an approximately 560-kilometer (348-mile) pipeline that transports 1.3 bcf/d of natural gas fromtravelling between Joliet, Illinois in the Chicago area to parts of Indiana, Michigan and Ontario. Vector can deliver 1.745 bcf/d of natural gas, of which 455 million cubic feet per day (mmcf/d) is leased to NEXUS. We have a 60% interest in Vector.


Transmission and storage services are generally provided under firm agreements where customers reserve capacity in pipelines and storage facilities. The vast majority of these agreements provide for fixed reservation charges that are paid monthly regardless of the actual volumes transported on the pipelines, or injected or withdrawn from our storage facilities, plus a small variable component that is based on volumes transported, injected or withdrawn, which is intended to recover variable costs.


Interruptible transmission and storage services are also available where customers can use capacity if it exists at the time of the request.request and are generally at a higher toll than long-term contracted rates. Interruptible revenues depend on the amount of volumes transported or stored and the associated rates for this service. Storage operations also provide a variety of other value-added services including natural gas parking, loaning and balancing services to meet customers’ needs.


CANADIAN GAS TRANSMISSION AND MIDSTREAM
Canadian Gas Transmission is comprised of Westcoast Energy Inc.’s (Westcoast) British Columbia (BC) Pipeline, Alliance Pipeline and Midstream consistsother minor midstream gas gathering pipelines.

BC Pipeline has a peak day capacity of 2.9 bcf/d of natural gas pipelines, processing plants and gathering systems, located primarily in Western Canada. Upon completion of the Merger Transaction, Canadian Gas Transmission and Midstream now includes the Western Canada Transmission & Processing businesses, which is comprised of British Columbia Pipeline & Field Services, M&N Canada and certain other midstream gas pipelines, gathering, processing and storage assets.

British Columbia Pipeline and British Columbia Field Services provide fee-based natural gas transmission and gas gathering and processing services. British Columbia Pipeline hason approximately 2,816-kilometers (1,750-miles)2,900-kilometers (1,800-miles) of transmission pipeline in British Columbia and Alberta as well asthat includes associated mainline compressor stations. The British Columbia Field Services business includes eightIt provides cost-of-service based natural gas processing plants located in British Columbia, associated field compressor stations and approximately 2,253-kilometers (1,400-miles) of gathering pipelines.transmission services.


M&N CanadaAlliance Pipeline is an approximately 885-kilometer (550-mile) interprovincial3,000-kilometer (1,864-mile) integrated, high-pressure natural gas transmission mainline system which extendspipeline with approximately 860-kilometers (534-miles) of lateral pipelines and related infrastructure. It transports liquids-rich natural gas from Goldboro, Nova Scotianortheast BC, northwest Alberta and the Bakken area in North Dakota to the United States border near Baileyville, Maine. M&N Canada is connected to M&N U.S. - refer to Gas TransmissionAlliance Chicago gas exchange hub downstream of the Aux Sable NGL extraction and Midstream - US Gas Transmission.

Canadian Gas Transmission and Midstream also includes the wholly-owned Tupper Main and Tupper West gas plants (the Tupper Plants) located within the Montney shale play in northeastern British Columbia, our 71%fractionation plant at Channahon, Illinois. The system has a peak day capacity of 1.8 bcf/d of natural gas. We have a 50% interest in the Cabin Gas Plant located 60-kilometers (37-miles) northeast of Fort Nelson, British Columbia in the Horn River Basin, as well as interests in the Pipestone and Sexsmith gathering systems. We are the operator of the Tupper Plants and the Cabin Gas Plant. We have almost 100% interest in Pipestone and varying interests (55% to 100%) in Sexsmith and its related sour gas gathering, compression and NGL handling facilities, located in the Peace River Arch region of northwest Alberta. The primary producer and operator of Pipestone holds a nominal 0.01% interest.Alliance Pipeline.


The majority of transportation services provided by Canadian Gas Transmission and Midstream are under firm agreements, which provide for fixed reservation charges that are paid monthly regardless of actual volumes transported on the pipeline, plus a small variable component that is based on volumes transported to recover variable costs. WeCanadian Gas Transmission also provideprovides interruptible transmission services where customers can use capacity if it is available at the time of request. Payments under these services are based on volumes transported.


ALLIANCE PIPELINE
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We have a 50% interest in the Alliance Pipeline, a 3,000-kilometer (1,864-mile) integrated, high-pressure natural gas transmission pipeline and approximately 860-kilometers (534-miles) of lateral pipelines and related infrastructure. Alliance Pipeline transports liquids-rich natural gas from northeast British Columbia, northwest Alberta and the Bakken area in North Dakota to the Alliance Chicago gas exchange hub downstream of the Aux Sable NGL extraction and fractionation plant at Channahon, Illinois. The majority of transportation services provided by Alliance pipeline are under firm agreements, which provide for fixed reservation charges that are paid monthly regardless of actual volumes transported on the pipeline. Alliance pipeline also provides interruptible transmission services where customers can use capacity if it is available at the time of request.


US MIDSTREAM
US Midstream consists of our Midcoast assets, including the Anadarko, East Texas, North Texas and Texas Express NGL systems. These assets include natural gas and NGL gathering and transportation pipeline systems, natural gas processing and treating facilities, condensate stabilizers and an NGL fractionation facility. Midcoast also has rail and liquids marketing operations. During 2017, we acquired all of the noncontrolling interests in these assets. For further information, refer to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - United States Sponsored Vehicle Strategy - Acquisition of Midcoast Assets and Privatization of Midcoast Energy Partners, L.P.

US Midstream also includes oura 42.7% interest in each of Aux Sable Liquid Products LP and Aux Sable Midstream LLC, and a 50% interest in Aux Sable Canada LP (together,(collectively, Aux Sable). Aux Sable Liquid Products LP owns and operates an NGL extraction and fractionation plant at Channahon, Illinois, outside Chicago, near the terminus of Alliance Pipeline. Aux Sable also owns facilities upstream ofconnected to Alliance Pipeline that facilitate deliveriesdelivery of liquids-rich natural gas volumes into the pipeline for further processing at the Aux Sable plant. These facilities include the Palermo Conditioning Plant and the Prairie Rose Pipeline in the Bakken area of North Dakota, owned and operated by Aux Sable Midstream US; and Aux Sable Canada’s interests in the Montney area of British Columbia,BC, comprising the Septimus Pipeline and the Septimus and Wilder Gas Plants.Pipeline. Aux Sable Canada also owns a facility which processes refinery/upgrader offgas in Fort Saskatchewan, Alberta.


US Midstream also includes a 50% investment in DCP Midstream, LLC (DCP Midstream), which is accounted for as an equity investment.indirectly owns approximately 57% of DCP Midstream, gathers, compresses, treats, processes, transports, storesLP, including limited partner and sellsgeneral partner interests. DCP Midstream, LP is a master limited partnership, with a diversified portfolio of assets, engaged in the business of gathering, compressing, treating, processing, transporting, storing and selling natural gas. It also produces, fractionates, transports, storesgas; producing, fractionating, transporting, storing and sells NGLs, recoversselling NGLs; and sells condensate,recovering and tradesselling condensate. DCP Midstream, LP owns and marketsoperates more than 39 plants and approximately 92,135-kilometers (57,250-miles) of natural gas and NGLs.natural gas liquids pipelines, with operations in nine states across major producing regions.

OTHER
Other consists primarily of our offshore assets. Enbridge Offshore Pipelines is comprised of 11 active natural gas gathering and FERC regulated transmission pipelines and two activefour oil pipelines, including the Heidelberg Oil Pipeline that was placed in service in January 2016.pipelines. These pipelines are located in four major corridors in the Gulf of Mexico, extending to deepwater developments, and include almost 2,100-kilometers (1,300-miles) of underwater pipe and onshore facilities with total capacity of approximately 6.5 bcf/d.d.

COMPETITION
Our natural gas transmission and storage businesses compete with similar facilities that serve our supply and market areas in the transmission and storage of natural gas. The flow pattern of natural gas is changing across North America due to emerging supply sources and evolving demand centers, which creates a highly competitive market to secure newcompetition for growth opportunities. The principal elements of competition are location, rates, terms of service, flexibility and reliability of service.


The natural gas transported in our business competes with other forms of energy available to our customers and end-users, including electricity, coal, propane, fuel oils, nuclear and renewable energy. Factors that influence the demand for natural gas include price changes, the availability of natural gas and other

forms of energy, levels of business activity, long-term economic conditions, conservation, legislation, governmental regulations, the ability to convert to alternative fuels, weather and other factors.


Competition in our business exists in all of the markets wethat our businesses serve. Competitors include interstateinterstate/interprovincial and intrastateintrastate/intraprovincial pipelines or their affiliates and other midstream businesses that transport, gather, treat, process and market natural gas or NGLs. Because pipelines are generally the most efficient mode of transportation for natural gas over land, the most significant competitors of our natural gas pipelines are other pipeline companies. Pipelines typically compete with each other based on location, capacity, reputation, price and reliability.


SUPPLY AND DEMAND
Our gas transmission assets make up one of the largest natural gas transportation networks in North America, driving connectivity between prolific supply basins and major demand centers within the continent. Our systems have been integral to the transition in natural gas fundamentals over the last decade and will continue to play a part as the energy landscape evolves. Shifts in production and consumption, both domestic and foreign, will require that we continue to serve as a critical link between markets.

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In 2010, natural gas production in each of the Appalachian and Permian basins were less than 5.0 bcf/d each. Today, these regions produce more than 43.0 bcf/d of natural gas on a combined basis. Improved technology and increased shale gas drilling have increased the supply of low-cost natural gas. As well, there has been and continues to be a corresponding increase in demand for our natural gas infrastructure in North America. Through a series of expansions and reversals on our core systems, combined with the execution of greenfield projects and strategic acquisitions, we have been able to meet the needs of producers and consumers alike. Our US Gas Transmission systems were initially designed to transport natural gas from the Gulf Coast to the supply starved northeast markets. Our asset base now has the capability to transport diverse bi-directional supply to the northeast, southeast, midwest, Gulf Coast and LNG markets on a fully subscribed and highly utilized basis.

The northeast market continues its role as a predominantly supply constrained region with steady demand into 2040. The bi-directional capabilities offered by our US Gas Transmission system allows us to deliver in an efficient manner to our regional customers. The region has seen an increase in natural gas supply due to the development of the Marcellus and Utica shales in the Appalachia region.

The southeast market is linked to multiple, highly liquid supply pools that include the Marcellus and Utica shale developments, offering consistent supply and stable pricing to a growing population of end-use customers across our multiple systems under long term, utility-like arrangements.

With connectivity to Appalachian and western Canadian supply through our systems, the midwest market has access to two of the lowest cost gas producing regions on the continent. As demand in the region is expected to continue to grow by approximately 2.3 bcf/d over the next two decades, maintaining this link will remain important. Flexibility in supply for this market is especially critical to maintaining liquidity and price stability as natural gas continues to replace coal-fired generation.

Gulf Coast demand growth is being driven by an ongoing wave of gas-intensive petrochemical facilities, along with power generation, an increase in the volume of LNG exports and additional pipeline exports to Mexico. Demand to these markets in the region is anticipated to grow by more than 23.0 bcf/d through 2040. The Gulf Coast market has been the beneficiary of low cost capacity on our assets as the relationship between supply and market centers has shifted. Such cost-effective capacity is difficult to access or replicate, offering existing shippers and transporters stability of capacity and utilization. Tide-water market access and proximity to Mexico continue to make this region a platform of global trade as pipeline and LNG exports continue their growth trajectory. The US exported over 9 bcf/d of natural gas to LNG markets, primarily from the Gulf Coast region, at the end of 2020.

Despite there being strong growth in both supply and demand in the US, a lack of adequate transportation capacity has placed downward pressure on local natural gas pricing. The Appalachian Basin has seen price differentials of $1.00 to $2.00 per million British Thermal Units relative to Henry Hub in the Gulf Coast over the last few years. Unlike the dry gas production of the Marcellus, natural gas production growth in the Permian Basin is a result of robust crude oil production taking place in the region. Gas supplies from the region remained above prior year levels on average throughout 2020.

Western Canada, not unlike other supply hubs, is a source of low-cost supply seeking access to premium markets in North America and globally. One of the few vital links to demand centers in the pacific northwest are our own systems in the region, which are highly utilized.

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Global energy demand is expected to increase approximately 30 percent23% by 2040, according to the International Energy Agency, driven primarily by economic growth in non-OECD countries. Natural gas will play an important role in meeting this energy demand as gas consumption is anticipated to grow by nearly 50 percentapproximately 30% during this period as one of the world’s fastest growing energy sources, second onlysources. North American exports will play a significant part in meeting global demand, underscoring the ability of our assets to renewables. Globally, most natural gas demand will stem fromremain highly utilized by shippers, and highlighting the need for greater power generation capacity, as natural gas is a cleaner alternative to coal, which currently has the largest market share for power generation.

Withinincremental transportation solutions across North America, United States natural gas demand growth is expected to be driven by the next wave of gas-intensive petrochemical facilities which are now starting to enter service, along with power generation, an increase in the volume of LNG exports and additional pipeline exports to Mexico. Within Canada, natural gas demand growth is expected to be largely tied to oil sands development and growth in gas-fired power generation. Canadian gas demand growth will be accelerated with implementation of proposed government regulations to replace coal fired power, designed to meet emissions targets.

North American supply from tight formations continues to create a demand and supply imbalance for natural gas and some NGL products. North American gas supply continues to be significantly impacted by development in the northeastern United States, primarily the prolific Marcellus and Utica shales in Appalachia. The abundance of supply from these shale plays continues to alter natural gas flow patterns in North America, as this region has largely displaced flows from the Gulf Coast and WCSB that historically supplied eastern markets. Similar pressures are also being felt in the Midwest United States and southern markets.

Beyond growing Appalachian production, natural gas supply growth has been largely tied to crude oil and NGL production. In the Permian Basin, for example, rapid expansion of crude oil drilling activity has increased associated gas supplies from the region by approximately 2.0 bcf/d over the past two years and growth is forecasted to continue for the next decade. Similarly, WCSB natural gas production growth has been primarily attributable to production of NGLs, which provide strong producer netbacks. However, growing local demand from gas-fired power generation and continued oil sands development should stabilize WCSB natural gas economics, even as regional exports face steeper competition in Eastern Canada and the Midwest United States.

The continued increase in North American gas production and the resulting surplus supply has limited gas price advances, which remained largely within range throughout 2017. In response to low prices, producers have introduced new technologies and more efficient drilling and completion techniques to maximize production and improve break-even economics on new wells. While domestic gas demand and growing North American gas exports provide support for future prices, abundant low cost supplies are likely to continue to limit high prices through the next decade.

Growth in global demand for natural gas will necessitate growing LNG trade to facilitate the movement of gas supply from producing regions to consuming regions. North America and the USGC in particular are positioned to benefit from this trend as low-cost tight gas production from the Permian, Eagle Ford and Appalachia continues to enable growing LNG exports. The United States exported approximately 3.0 bcf/

d of natural gas from the United States Gulf Coast at the end of 2017 with export capacity of approximately 9.0 bcf/d scheduled to be in service by 2020. While the short term outlook for LNG fundamentals points to a continued global oversupply, as the market absorbs the large volumes of new supply coming online, forecasts indicate demand will exceed projected LNG supply in the early 2020s as growing markets seek to diversify supply sources. In addition to LNG export facilities under construction, the United States remains well positioned to serve this next round of global trade expansion. Canada is well positioned to provide LNG export facilities, although these facilities are not likely to be in service in the near term.

NGL production growth is increasingly linked to growing associated gas volumes related to the development of tight oil plays such as the Permian. NGLs that can be extracted from liquids-rich gas streams include ethane, propane, butane and natural gasoline, which are used in a variety of industrial, commercial and other applications. Robust gas production has created regional supply imbalances for some NGL products and weakened the economics of NGL extraction, although these imbalances modestly improved over 2017 as crude prices have rebounded and NGL export capacity has expanded. Over the longer term, the growth in NGL demand is expected to be robust, driven largely by incremental ethane demand and exports. Ethane is the key feedstock to the United States Gulf Coast petrochemical industry, which is among the world’s lowest-cost ethylene producing regions and is currently undergoing significant expansion. As this new infrastructure is completed, ethane prices and resulting extraction margins are expected to improve, reducing the amount of ethane retained in the gas stream.

In addition to ethane, the outlook for abundant propane supplies has prompted the development and expansion of export facilities forliquefied petroleum gas. Over a few short years, the United States has become the world’s largest liquefied petroleum gas exporter, which has helped to reduce the inventory overhang and provide support for propane prices.

In Canada, the WCSB is well situated to capitalize on the evolving NGL fundamentals over the longer term as the Montney and Duvernay shale plays contain significant liquids-rich resources at highly competitive extraction costs. In response to growing regional NGL supply, several propane export solutions are being developed to move WCSB NGLs from Western Canada to global markets.

Longer term, NGL fundamentals indicate a positive outlook for demand growth and would be further supported with a continued recovery in crude oil prices.Consequently, the crude-to-gas price ratio is expected to remain well above energy conversion value levels and continue to be supportive of NGL extraction over the longer term.

America. In response to these evolving natural gas and NGLglobal fundamentals, we believe we are well positioned to provide value-added solutions to producers.shippers. We are responding to the need for regional infrastructure with additional investmentinvestments in Canadian and United StatesUS gas pipelinetransportation facilities. Progress on the development and midstream facilities.construction of our commercially secured growth projects is discussed in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Growth Projects - Commercially Secured Projects.



GAS DISTRIBUTION AND STORAGE

Gas Distribution and Storage consists of our natural gas utility operations, the core of which areis Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union(Enbridge Gas), which serveserves residential, commercial and industrial customers primarily located throughout Ontario. This business segment also includes natural gas distribution activities in QuebecQuébec and New Brunswick and ouran investment in Noverco IncInc. (Noverco).
On November 2, 2017, EGD and Union Gas filed an application with the Ontario Energy Board (OEB) to amalgamate the two utilities. If approved as filed, the application will provide a 10 year framework for the utilities to identify and leverage best practices and implement integrated solutions. A decision is expected in the second half of 2018.
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ENBRIDGE GAS DISTRIBUTION
EGDEnbridge Gas is a rate‑regulatedrate-regulated natural gas distribution utility servingwith storage and transmission services that have been in operation for 172 years. Enbridge Gas serves approximately 2.275% of Ontario residents via approximately 3.8 million residential, commercial and industrial customers in its franchise areas of central and eastern Ontario. In addition, EGD currently serves areas in northern New York State through St. Lawrence Gas Company Inc. (St. Lawrence Gas). In August 2017, EGD entered into an agreement to sell the issued and outstanding shares of St. Lawrence Gas. The transaction is expected to close in 2018, subject to regulatory approval and certain pre-closing conditions.meter connections.

EGD also owns and operates regulated and unregulated natural gas storage facilities in Ontario. The utility business is conducted under statutes and municipal bylaws which grant the right to operate in the areas served. The utility operations of EGD and St. Lawrence Gas are regulated by the OEB and by the New York State Public Service Commission, respectively.

As at December 31, 2017, EGD owned and operated a network of approximately 39,000-kilometers (24,233-miles) of mains for the transportation and distribution of natural gas, as well as the service pipes to transfer natural gas from mains to meters on customers' premises.


There are fourthree principal interrelated aspects of the natural gas distribution business in which EGDEnbridge Gas is directly involved: Distribution, Service, Gas Supply, Transportation and Storage.



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Distribution Service
EGD'sEnbridge Gas’ principal source of revenue arises from distribution of natural gas to customers. The services provided to residential, small commercial and industrial heating customers are primarily on a general service basis, (withoutwithout a specific fixed term or fixed price contract).contract. The services provided to larger commercial and industrial customers are usually on an annual contract basis under firm or interruptible service contracts. Under a firm contract, Enbridge Gas is obligated to deliver natural gas to the customer up to a maximum daily volume. The service provided under an interruptible contract is similar to that of a firm contract, except that it allows for service interruption at Enbridge Gas’ option primarily to meet seasonal or peak demands. The Ontario Energy Board (OEB) approves rates for both contract and general services. The distribution system consists of approximately 146,000-kilometers (90,720-miles) of pipelines that carry natural gas from the point of local supply to customers.


Gas Supply
Customers have a choice with respect to natural gas supply. Customers may purchase and deliver their own natural gas to points upstream of the distribution system or directly into Enbridge Gas’ distribution system, or, alternatively, they may choose a system supply option, whereby customers purchase natural gas from Enbridge Gas’ supply portfolio. To acquire the necessary volume of natural gas to serve its customers, EGDEnbridge Gas maintains a diversified natural gas supply portfolio. EGD's systemportfolio, acquiring supplies on a delivered basis in Ontario, as well as acquiring supply from multiple supply basins across North America.

Transportation
Enbridge Gas contracts for firm transportation service, primarily with TransCanada Pipelines Limited (TransCanada), Vector and NEXUS, to meet its annual natural gas supply requirements. The transportation service contracts have pricing structures responsive to supply and demand conditions in the North American natural gas market. The prices in these contracts may be indexed to Alberta, Chicago or New York based prices.

Transportation
EGD relies on its long-term contractsare not directly linked with Union Gas, an affiliated company under common control, for transportationany particular source of natural gas supply. Separating transportation contracts from natural gas supply allows Enbridge Gas flexibility in obtaining its own natural gas supply and accommodating the requests of its direct purchase customers for assignment of TransCanada capacity. Enbridge Gas forecasts the natural gas supply needs of its customers, including the associated transportation and storage requirements.

In addition to contracting for transportation service, Enbridge Gas offers firm and interruptible transportation services on its own Dawn-Parkway pipeline system. Enbridge Gas’ transmission system consists of approximately 5,500-kilometers (3,418-miles) of high-pressure pipeline and five mainline compressor stations and has an effective peak daily demand capacity of 7.6 bcf/d. Enbridge Gas’ transmission system also links an extensive network of underground storage pools at the Tecumseh Gas Storage facility and Dawn Hub (Dawn), the largest integrated underground storage facility(collectively, Dawn) to major Canadian and US markets, and forms an important link in moving natural gas from western Canada and oneUS supply basins to central Canadian and northeastern US markets.

As the supply of the largest in North America, located in south-western Ontario, to EGD’s major market in the Greater Toronto Area. These contracts effectively provide EGD with access to United States sourced natural gas at Dawn. These contracts also provide transportation for natural gas receivedin areas close to Ontario continues to grow, there is an increased demand to access these diverse supplies at Dawn via Vector as well as naturaland transport them along the Dawn-Parkway pipeline system to markets in Ontario, eastern Canada and the northeastern US. Enbridge Gas delivered 1,793 bcf of gas stored at EGD’sthrough its distribution and Union’s storage poolstransmission system in 2020. A substantial amount of Enbridge Gas’ transportation revenue is generated by fixed annual demand charges, with the Sarnia, Ontario area toaverage length of a long-term contract being approximately 13.5 years and the market area.longest remaining contract term being 22 years.

Storage
EGD’sEnbridge Gas’ business is highly seasonal as daily market demand for natural gas fluctuates with changes in weather, with peak consumption occurring in the winter months. Utilization of storage facilities permits EGDEnbridge Gas to take delivery of natural gas on favorable terms during off‑peakoff-peak summer periods for subsequent use during the winter heating season. This practice permits EGDEnbridge Gas to minimize the annual cost of transportation of natural gas from its supply basins, assists in reducing its overall cost of natural gas supply and adds a measure of security in the event of any short-term interruption of transportation of natural gas to EGD'sEnbridge Gas’ franchise area.areas.


EGD's principal
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Enbridge Gas’ storage facilities arefacility at Dawn is located in south-westernsouthwestern Ontario, near Dawn, and havehas a total working capacity of approximately 10.5 billion cubic feet (Bcf).276 bcf in 34 underground facilities located in depleted gas fields. Dawn is the largest integrated underground storage facility in Canada and one of the largest in North America. Approximately 8.5 Bcf180 bcf of the total working capacity is available to EGDEnbridge Gas for utility operations. EGDEnbridge Gas also has a storage contractcontracts with Union Gasthird parties for 2.0 Bcf21 bcf of storage capacity.
UNION GAS
Union Gas is a rateregulated natural gas distribution utility now serving approximately 1.5 million residential, commercial and industrial customers in its franchise areas of northern, southwestern and eastern Ontario.

Union Gas' regulated and unregulated storage and transmission business offers storage and transmission services to customers at Dawn. ItDawn offers customers an important link in the movement of natural gas from western CanadaCanadian and United StatesUS supply basins to markets in central Canada and the northeastern United States. The utility business is conducted under statutes and municipal bylaws which grant the right to operate in the areas served. The utility operations of Union Gas are regulated by the OEB.

As at December 31, 2017, Union Gas owned and operated a network of approximately 66,000-kilometers (41,010-miles) of mains for the transportation and distribution of natural gas, as well as the service pipes to transfer natural gas from mains to meters on customers' premises.

Similar to EGD, there are four principal interrelated aspects of the natural gas distribution business in which Union Gas is directly involved: Distribution Service, Gas Supply, Transportation and Storage.


Distribution Service
Similar to EGD, Union Gas’ principal source of revenue arises from distribution of natural gas to customers. The services provided to residential, small commercial and industrial heating customers are primarily on a general service basis (without a specific fixed term or fixed price contract). The services provided to larger commercial and industrial customers underpinned by firm or interruptible service contracts.

Gas Supply
To acquire the necessary volume of natural gas to serve its customers, Union Gas maintains a diversified natural gas supply portfolio. Union Gas' system supply natural gas contracts have pricing structures responsive to supply and demand conditions in the North American natural gas market. The prices in these contracts may be indexed to Alberta, Michigan and Chicago based prices.

Transportation
Union Gas’ transmission system consists of approximately 4,900-kilometers (3,045-miles) of high-pressure pipeline and five mainline compressor stations. Key pipeline interconnects in Canada and the United States enabled Union Gas to deliver approximately 774 Bcf of gas through Union Gas’ transmission system in 2017. Union Gas’ transmission system also links an extensive network of underground storage pools at Dawn to major Canadian and United States markets. There are multiple pipelines providing access to Dawn. Customers can purchase both firm and interruptible transportation services on the Union Gas system. As the supply of natural gas in areas close to Ontario continues to grow, there is an increased demand to access these diverse supplies at Dawn and transport them along the Dawn-Parkway pipeline system to markets in Ontario, eastern Canada and the northeastern United States. To secure the continued reliable delivery of natural gas and to serve a growing demand for natural gas, Union Gas has invested $1.5 billion between 2015 and 2017 to expand the Dawn-Parkway natural gas transmission system. This has increased the takeaway capacity from Dawn to approximately 20 percent or from 6.3 bcf/d in 2014 to more than 7.5 bcf/d in 2017. A substantial amount of Union Gas’ transportation revenue is generated by fixed annual demand charges, with the average length of a long-term contract being approximately 11 years, with the longest remaining contract term being 15 years.

Storage
Union Gas’ underground natural gas storage facilities have a working capacity of approximately 165 Bcf in 25 underground facilities located in depleted gas fields. Union Gas’ storage pools give customers access to all Dawn storage capacity and deliverability.northeast US. Dawn's configuration provides flexibility for injections, withdrawals and cycling. Customers can purchase both firm and interruptible storage services at Dawn. Dawn offers customers a wide range of market choices and options with easy access to upstream and downstream markets. During 2017,2020, Dawn provided services such as storage, balancing, gas loans, transport, exchange and peaking services to over 140200 counterparties.


A substantial amount of UnionEnbridge Gas’ storage revenue is generated by fixed annual demand charges, with the average length of a long-term contract being approximately fivefour years withand the longest remaining contract term being 19 years.16 years.


NOVERCO
Noverco is a holding company that wholly-owns Énergir, LP (Énergir), formerly known as Gaz Metro Limited Partnership, a natural gas distribution company operating in Quebec, with interests in subsidiary companies operating gas transmission, gas distribution and power distribution businesses in Québec and Vermont. Énergir serves approximately 525,000 residential and industrial customers and is regulated by the Québec Régie de l’énergie and the Vermont Public Utility Commission. Noverco also holds an investment in our common shares. We own an equity interest in Noverco through ownership of 38.9% of its common shares and an investment in its preferred shares. Noverco is a holding company that owns approximately 71% of Energir LP, formerly known as Gaz Metro Limited Partnership,

GAZIFÈRE
We wholly own Gazifère, a natural gas distribution company operatingthat serves approximately 43,000 customers in the province of Quebec with interests in subsidiary companies operating gas transmission, gas distribution and power distribution businesses in the Province of Quebec and the State of Vermont. Noverco also holds, directly and indirectly, an investment in our Common Shares.


OTHER GAS DISTRIBUTION AND STORAGE
Other Gas Distribution and Storage includes natural gas distribution utility operations in the Provinces of New Brunswick and Quebec.

Enbridge Gas New Brunswick Inc. operates the natural gas distribution franchise in the Province of New Brunswick, has approximately 11,800 customers andwestern Québec, a market not served by Énergir. Gazifère is regulated by the New Brunswick Energy and Utilities Board (EUB).Québec Régie de l’énergie.


Gazifere is one of two distributors in Quebec serving more than 40,000 residential, commercial, institutional and industrial customers. GazifereCOMPETITION
Enbridge Gas’ distribution system is regulated by the Quebec Regie de l’energie.OEB and is subject to regulation in a number of areas, including rates. Enbridge Gas is not generally subject to third-party competition within its distribution franchise areas.



GREENEnbridge Gas competes with other forms of energy available to its customers and end-users, including electricity, coal, propane and fuel oils. Factors that influence the demand for natural gas include weather, price changes, the availability of natural gas and other forms of energy, the level of business activity, conservation, legislation, governmental regulations, the ability to convert to alternative fuels and other factors.

SUPPLY AND DEMAND
We expect that demand for natural gas in North America will continue to see low annual growth over the long term with continued growth in peak day demands. We expect demand for natural gas connections in Ontario to continue to grow due to continued population growth. Some modest growth driven by low natural gas prices is expected to continue given the significant price advantage relative to alternate energy options, even with increasing carbon charges, with specific interest coming from communities that are not currently serviced by natural gas. Enbridge Gas continues to focus on promoting conservation and energy efficiency by undertaking activities focused on reducing natural gas consumption through various demand side management programs offered across all markets.

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The storage and transportation marketplace continues to respond to changing natural gas supply dynamics including a robust supply environment. In recent years, the robust North American gas supply balance, due mainly to the development of unconventional gas volumes including the Alberta, British Columbia, Marcellus and Utica supply basins, has resulted in lower commodity prices and narrower seasonal price spreads. Unregulated storage values are primarily determined based on the difference in value between winter and summer natural gas prices. Storage values have been relatively stable to slightly rising as the North American natural gas supply and demand slowly returned to a more balanced position.

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RENEWABLE POWER & TRANSMISSIONGENERATION
Green
Renewable Power and TransmissionGeneration consists primarily of our investments in renewable energywind and solar assets, and transmission facilities. Renewable energy assets consist of wind, solar,as well as geothermal, and waste heat recovery, facilities and transmission assets. In North America, assets are located in Canada primarily in the provinces of Alberta, Ontario and Quebec and in the United States primarily in Colorado, Texas, Indiana and West Virginia. We also have assets under development located in Europe.



Green Power and Transmission includes approximately 2,500 MW of net operating renewable and alternative energy sources. Of this amount, approximately 930 MW of net power generating capacity comes from wind farms located in the provinces of Alberta, Saskatchewan, Ontario, and QuebecQuébec and approximately 1,040 MW of net power generating capacity comes from wind farms located in the states of Colorado, Texas, Indiana and West Virginia, includingVirginia. In Europe, we hold equity interests in operating offshore wind facilities in the 249coastal waters of the United Kingdom and Germany, as well as in several projects under construction and active development in France. Further, we are pursuing new European development opportunities through Maple Power Ltd., a joint venture in which we hold a 50% interest.

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Combined Renewable Power Generation investments represent approximately 1,977 MW Chapman Ranchof net generation capacity. Of this amount, approximately:
1,392 MW is generated by North American wind facilities;
255 MW is generated by European offshore wind facilities;
211 MW will be generated by the Saint-Nazaire and Fécamp Offshore Wind Project (Chapman Ranch)projects, both of which are currently under construction; and
80 MW is generated by North American solar facilities in Texas, which was placed into serviceoperation, with an additional 13 MW in late October 2017. projects under construction.

The vast majority of the power produced from these wind farmsfacilities is sold under long-term power purchase agreements. WePower Purchase Agreements (PPAs).

Renewable Power Generation also have three solar facilities locatedincludes the East-West Tie, a 450-MW transmission line in northwestern Ontario, which is currently under construction and a solar facility locatedis expected to reach commercial operation in Nevada, with 100 MW and 50 MW, respectively,the first half of net power generating capacity. Also included in Green Power and Transmission is2022. In May 2020, we sold the Montana-Alberta Tie-Line our first power(MATL), a 300-MW transmission asset, a 300 MW transmission line running from Great Falls, Montana to Lethbridge, Alberta. For further information refer to Part II. Item 8. Financial Statements and Supplementary Data -Note 8. Dispositions.


In June 2017, we announced an additional 112 MW of investmentJOINT VENTURES / EQUITY INVESTMENTS
The investments in the partnership that holdsCanadian renewable assets and two of the 610 MW Hohe See Offshore Wind ProjectUS renewable assets are held within a joint venture in Germany, wherewhich we have an effective 50% interest. Earliermaintain a 51% interest and continue to manage, operate, and provide administrative support.

We also own interests in 2016, we announced the acquisition of Chapman Ranch, as well as the acquisition of a 50% interest in a FrenchEuropean offshore wind development company, Éolien Maritime France SAS. Chapman Ranch was subsequently placed into service in late October 2017. In late 2015, we announced acquisitions offacilities through the 103-MW New Creek Wind Project in West Virginia and following joint ventures:
a 24.9% interest in the 400 MW Rampion Offshore Wind, Projectlocated in the United Kingdom. Including these acquisitions, we have invested over $5 billionKingdom, which went into service April 2018;
a 25% interest in renewable power generationHohe See Offshore and transmission since 2002.its subsequent expansion, located in Germany, which went into service October 2019 and January 2020, respectively;

a 25.5% interest in the Saint-Nazaire Offshore Wind project, located in France, which is currently under construction; and
Competitiona 17.9% interest in the Fécamp Offshore Wind project, under construction in France.

The ownership interest percentages in the Saint-Nazaire and Fécamp Offshore Wind projects reflect the sale of 49% of an entity that holds our 50% interest in Éolien Maritime France SAS (EMF) to the Canada Pension Plan Investment Board (CPP Investments) which is expected to close in the first half of 2021.

COMPETITION
Our GreenRenewable Power and TransmissionGeneration assets operate in the North American and European power markets, which are subject to competition and the supply and demand balancefundamentals for power in the provinces and statesjurisdictions in which they operate. The majority of revenue is generated pursuant to long-term PPAs or has been substantially hedged. As such, the financial performance is not significantly impacted by fluctuating power prices arising from supply/demand imbalances or the actions of competing facilities during the term of the applicable contracts. However, the renewable energy market sector includes large utilities, and small independent power producers and private equity investors, which are expected to aggressively compete with us for new project development opportunities.opportunities and for the right to supply customers when contracts expire.


SupplyTo grow in an environment of heightened competition, we strategically seek opportunities to collaborate with well-established renewable power developers and Demandfinancial partners and to target regions with commercial constructs consistent with our low risk business model. In addition, we bring to bear the expertise of completing and delivering large scale infrastructure projects.

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SUPPLY AND DEMAND
The renewable power generation and transmission network in North America and Europe is expected to undergo significant growthgrow significantly over the next 20 years. years due to the replacement of older fossil fuel-based sources of electricity generation in support of announced governmental carbon emissions reduction targets. Any additional governmental actions toward reducing emissions and/or increasing electrification will further accelerate renewable electricity demand growth and electrification across all sectors.
On the demand side, North American economic growth over the longer term isand the continued electrification and decarbonization of the residential, transportation and industrial sectors are expected to drive growing electricity demand, althoughdemand. However, continued efficiency gains are expected to make the economy less energy-intensive and temper overall demand growth.

On the supply side impendingin North America, legislation in Canada is expected to accelerateaccelerating the retirement of aging coal-fired generation, plants, resulting inwhile generation from nuclear power is also forecast to decline. As a requirement forresult, North America requires significant new generation capacity. While coalcapacity and nuclear facilities will continue to be core componentsthe extension of power generation in North America, gas-firedproject lives and/or PPAs of preferred technologies. Gas-fired and renewable energy facilities, including biomass, hydro, solar and wind (which make up the bulk of our renewable power assets), are expected to begenerally the preferred sources to replace coal-fired generation due to their lowerlow carbon intensities.

North American windThe falling capital and solar resources fundamentals remain strong. In the United States, there is over 85 gigawatts (GW) of installed wind power capacity and in Canada over 12 GW of installed wind power capacity. Solar resources in southwestern states such as Arizona, California and Nevada are considered to be some of the best in the world for large-scale solar plants and the United States currently has over 35 GW of installed solar photovoltaic capacity. In late 2015, the United States passed legislation extending the availability of certain Federal tax incentives which have supported the profitabilityoperating costs of wind and solar, projects. However, expanding renewable energy infrastructure in North America is not without challenges. Growing renewable generationcombined with their continuously improving capacity is expected to necessitate substantial capital investment to upgrade existing transmission systems or, in many cases, build new transmission lines, as these high quality wind and solar resources are often found in regions that are not in close proximity to markets. In the near-term, uncertainty over the availability of tax or other government incentives in various jurisdictions, the ability to secure long-term power purchase agreements through government or investor-owned power authorities and low market prices of electricity may hinder the pace of future new renewable capacity development. However, continued improvement in technology and manufacturing capacity in the past few years has reduced capital costs associated with renewable energy infrastructure and has also

improved yield factors, of power generation assets. These positive developments are expected to rendercontinue the ongoing trend of making renewable energy more competitive and support ongoing investment over the long term.long-term, regardless of available government incentives. Generation from renewable sources is expected to double over the next two decades in North America. Aside from the construction of new wind and solar facilities, other growth opportunities include repowering projects to increase output from, and extending the project-life of, our existing facilities.

In Europe, the future outlook for renewable energy especially from offshore wind in countries with long coastlines and densely populated areas,outlook is very positive. According to the European Wind Energy Association, by 2030, wind energy capacity in Europerobust. Demand for electricity is expected to be 320 GW,gradually increase over the next two decades, driven by electrification of transportation and buildings. Energy efficiency gains will temper, but not eliminate, demand growth. Renewable power will play a significant role in Britain and the European Union’s ability to meet their aggressive low-carbon and renewable energy targets, particularly wind and offshore wind.

On the supply side, the International Energy Agency expects coal to fall by more than 90%, while nuclear falls by one-third, by 2040. Over the same period, it anticipates power generation from renewable sources will more than double, including 66 GW ofinstalled (onshore and offshore) wind more than doubling and photovoltaics solar power nearly tripling. We, through our European joint ventures, continue to invest in offshore capacity.There is also wide public support for carbon reduction targetswind projects in the United Kingdom, France and broader adoption of renewable generation across all governmental levels. Furthermore, governments in Europe are seekingGermany to rationalizemeet the contribution of nuclear power to the overall energy mix, which has resulted in an increased focus on alternative sources such as large scale offshore wind.growing demand.


ENERGY SERVICES


The Energy Services businesses in Canada and the United States undertakeUS provide physical commodity marketing activity and logistical services, oversee refinery supply services and manage our volume commitments on various pipeline systems.

Energy Services provides energy supply and marketing services to North American refiners, producers, and other customers. Crude oil and NGL marketing services are provided by Tidal

Energy Marketing Inc. (Tidal). We transact at many North American market hubs and provides our customers with various services, including transportation, storage, supply management, hedging programs and product exchanges. TidalServices is primarily a physical barrel marketing company focused on servicing customers across the value chain and capturing value from quality, time, and location price differentials when opportunities arise. To execute these strategies, Energy Services may lease storage or rail cars, as well as hold nomination or contractual rightstransports and stores on both Enbridge-owned and third party assets using a combination of contracted long-term and Enbridge-owned pipelinesshort-term pipeline, storage tank, railcar, and storage facilities. Tidal also provides natural gas and power marketing services, including marketing natural gas to optimize commitments on certain natural gas pipelines. Additionally, Tidal provides natural gas supply, transportation, balancing and storage for third parties, leveraging its natural gas marketing expertise and access to transportation capacity.truck capacity agreements.


Competition
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COMPETITION
Energy ServicesServices’ earnings are primarily generated from arbitrage opportunities which, by their nature, can be replicated by other competitors. An increase in market participants entering into similar arbitrage transactionsstrategies could have an impact on our earnings. Our effortsEfforts to mitigate competition risk includesinclude diversification of ourthe marketing business by tradingtransacting at the majority of major hubs in North America and establishing long-term relationships with clients.clients and pipelines.


ELIMINATIONS AND OTHER


Eliminations and Other includes operating and administrative costs and foreign exchange costs whichthat are not allocated to business segments.segments and the impact of foreign exchange hedge settlements. Eliminations and Other also includesnew business development activities and general corporate investments.


INSURANCE

Our operations are subject to many hazards inherent in our industry. Our assets may experience physical damage as a result of an accident or natural disaster. These hazards can also cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for us, our subsidiaries and our affiliates. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for our industry.

Although we believe our current coverage is adequate for our purposes, we have in the past had occurrences that led to losses exceeding our then-applicable coverage limits, and there is no assurance

that the same may not happen in the future. In the unlikely event that multiple insurable incidents which in aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries.

OPERATIONAL, ENVIRONMENTAL AND ECONOMIC REGULATION


LIQUIDS PIPELINES
Operational Regulation
Operational regulation risks relateWe are subject to compliance with applicablenumerous operational rules and regulations mandated by governments or applicable regulatory authorities, breaches of which could result in fines, penalties, operating restrictions and an overall increase in operating and compliance costs.

Regulatory scrutiny over the integrity of liquids pipeline assets has the potential to increase operating costs or limit future projects. Potential regulatory changes could have an impact on our future earnings and the cost related to the construction of new projects. We believe operational regulation risk is mitigated by active monitoring and consulting on potential regulatory requirement changes with the respective regulators or through industry associations. We also develop robust response plans to regulatory changes or enforcement actions. While we believe the safe and reliable operation of our assets and adherence to existing regulations is the best approach to managing operational regulatory risk, the potential remains for regulators to make unilateral decisions that could have a financial impact on us.


In the United States,US, our interstate pipeline operations are subject to pipeline safety laws and regulations administered by the Pipeline and Hazardous Materials Safety Administration (PHMSA), an agency within the of the United States Department of Transportation (DOT). These laws and regulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our interstate pipelines. These laws and regulations, among other things, include requirements to monitor and maintain the integrity of our pipelines. The regulations determine the pressurespipelines and to operate them at which our pipelines can operate.permissible pressures.


PHMSA is designing an Integrity Verification Process intended to createhas revised existing regulations and promulgated new regulations establishing safety standards to verify maximum allowable operating pressure, andthat are designed to improve and expand integrity management processes. Additionally, PHMSA will establish standards for storage facilities. There remains uncertainty as to how these standards will be implemented, but it is expected that the changes will impose additional costs on new pipeline projects as well as on existing operations. In this climate of increasingly stringent regulation, pipeline failuresfailure or failures to comply with applicable regulations could result in reduction of allowable operating pressures as authorized by PHMSA, which would reduce available capacity on our pipelines. Should any of these risks materialize, it may have an adverse effect on our operations, earnings, cash flows and financial condition and cash flows.condition.


In Canada, our pipeline operations are subject to pipeline safety regulations overseenadministered by the NEBCER or provincial regulators. Applicable legislation and regulationregulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our pipelines. Among other obligations, this regulatory framework imposes requirements to monitor and maintain the integrity of our pipelines.


As in the United States,US, several legislative changes addressing pipeline safety in Canada have recently come into force.been enacted. The changes evidence an increased focus on the implementation of management systems to address key areas such as emergency management, integrity management, safety, security and environmental protection. Other legislative changes have created authority for the NEBCER to impose administrative monetary penalties for non-compliance with the regulatory regime it administers, as well as to impose financial requirements for future abandonment and major pipeline releases.



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A key component of Liquids Pipelines safety and reliability is the approach to integrity management that uses reliability targets and safety case assessments. A long history of extensive inline inspection has provided detailed knowledge of the assets in the liquids pipeline system. Every segment of every pipeline is assessed and maintained, in a proactive manner, such that the probability of a leak is sufficiently low and that stringent reliability targets are met. Furthermore, the integrity management program has an independent step to check the results of our integrity assessments to validate the effectiveness of the program and to ensure that that the operational risk remains as low as reasonably practicable throughout the integrity inspection and assessment cycle. As inspection technology, pipeline materials and construction practices improve with time, and new data on threats and pipeline condition are gathered, our methods of maintaining fitness for service evolves; with a strong focus on continual improvement in every aspect of integrity management.

Environmental Regulation
We are also subject to numerous federal, state and provincial environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste. These laws and regulations generally require us to obtain and comply with a wide variety of environmental licenses, permits inspections and other approvals.


In particular, in the United States,US, compliance with major Clean Air Act regulatory programs is likely to cause us to incur significant capital expenditures to obtain permits, evaluate off-site impacts of our operations, install pollution control equipment, and otherwise assure compliance. Some states in which we operate are implementing new emissions limits to comply with 2008 ozone standards regulated under the National Ambient Air Quality Standards. In 2015, the ozone standards were lowered even further from 75 parts per billion (ppb) to 70 ppb, which may require states to implement additional emissions regulations. The precise nature of these compliance obligations at each of our facilities has not been finally determined and may depend in part on future regulatory changes. In addition, compliance with new and emerging environmental regulatory programs is likely tomay significantly increase our operating costs compared to historical levels.


In the United States,US, climate change action is evolving at federal, state regional and federalregional levels. The Supreme Court decision in Massachusetts v. EPAEnvironmental Protection Agency in 2007 established that greenhouse gas (GHG)GHG emissions were pollutants subject to regulation under the Clean Air Act. Pursuant to federal regulations, we are currently subject to an obligation to report our GHG emissions at our largest emitting facilities, but are not generally subject to limits on emissions of GHGs, (exceptGHGs. The new US presidential administration has also announced that policies designed to the extent that some GHGs consist of volatile organic compoundscombat climate change and nitrous oxides thatreduce GHG emissions will be a key legislative and regulatory priority, and thus stricter emissions limits and air quality enforcement actions are subject to emission limits).possible In addition, a number of provinces and states have joined regional GHG initiatives, and a number are developing their own programs that would mandate reductions in GHG emissions. Public interest groups and regulatory agencies are increasingly focusing on the emission of methane associated with natural gas development and transmission as a source of GHG emissions. However, as the key details of future GHG restrictions and compliance mechanisms remain undefined, the likely future effects on our business are highly uncertain.


For its part, Canada has reaffirmed its strong preference for a harmonized approach with that of the United States. WhileUS. In 2019, the Government of Canada implemented a federal GHG related regulatory design details remain forthcoming, provincial authorities have been actively pursuing related initiatives.

Failuresystem of carbon pricing. The pricing applies to comply with environmental regulations may result in the imposition of fines, penaltiesprovinces and injunctive measures affecting our operating assets. In addition, changes in environmental laws and regulations or the enactment of new environmental laws or regulations could result in a material increase in our cost of compliance with such laws and regulations. We mayterritories that do not be able to obtain or maintain all required environmental regulatory approvals for our operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals, if we fail to obtain or comply with them, or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. We expect that costs we incur to comply with environmental regulations in the future will have a significant effect on our earningscarbon pricing system in place that meets the federal benchmark. On November 19, 2020, the federal Minister of Environment and cash flows.Climate Change introduced Bill C-12, the Canadian Net-Zero Emissions Accountability Act, which requires national targets for the reduction of GHG emissions in Canada be set, with the objective of attaining net-zero emissions by 2050. In December 2020, the Government of Canada announced plans to increase the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030.


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Due to the speculative outlook regarding any United StatesUS federal and state policies, we cannot estimate the potential effect of proposed GHG policies on our future consolidated results of operations, financial position or cash flows. However, such legislation or regulation could materially increase our operating costs, require material capital expenditures or create additional permitting, which could delay proposed construction projects.


Economic Regulation
Our liquids pipelines also face economic regulatoryregulation risk. Broadly defined, economic regulation risk is the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements including permits and regulatory approvals for both new projects. The Canadianand existing projects, upon which future and current operations are dependent. Our Mainline Lakehead System and other liquids pipelines are subject to the actions of various regulators, including the

NEB CER and FERC, with respect to the tariffs and tolls of those operations. The changing or rejecting of commercial arrangements, including decisions by regulators on the applicable permits and tariff structure or changes in interpretations of existing regulations by courts or regulators, could have an adverse effect on our revenues and earnings. Delays in regulatory approvals on projects such as our L3R Program, could result in cost escalations and construction delays, which also negatively impact our operations.

We believe that economic regulatory risk is reduced through the negotiation of long-term agreements with shippers that govern the majority of our liquids pipeline assets. We also involve our legal and regulatory teams in the review of new projects to ensure compliance with applicable regulations as well as in the establishment of tariffs and tolls on new and existing pipelines. However, despite our efforts to mitigate economic regulation risk, there remains a risk that a regulator could overturn long-term agreements that we have entered into with shippers or deny the approval and permits for new projects.


GAS TRANSMISSION &AND MIDSTREAM
Operational Regulation
The span of regulatoryregulation risks that apply to the Liquids PipelinePipelines business as described above under Liquids Pipelines also applies to the Gas Transmission and Midstream business. Additionally, mostMost of our United StatesUS gas transmission operations are regulated by the FERC. The FERC regulates natural gas transmission in United StatesUS interstate commerce including the establishment of rates for services. The FERC also regulates the construction of United StatesUS interstate natural gas pipelines and storage facilities, including the extension, enlargement and abandonment of facilities. In addition, certain operations are subject to oversight by state regulatory commissions. To the extent that the natural gas intrastate pipelines that transport or store natural gas in interstate commerce provide services under Section 311 of the Natural Gas Policy Act of 1978, they are subject to FERC regulations. The FERC may propose and implement new rules and regulations affecting interstate natural gas transmission and storage companies, which remain subject to the FERC’s jurisdiction. These initiatives may also affect certain transmission of gas by intrastate pipelines.


Texas Eastern reached an agreement with its shippers and filed a Stipulation and Agreement with the FERC on October 28, 2019. On February 25, 2020, Texas Eastern received approval from the FERC of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020. On July 2, 2020, Algonquin received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020. East Tennessee filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020. The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we will await FERC approval. The US portion of Alliance Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval. In July 2020, the 2020-2021 rate settlement agreement with Westcoast's BC Pipeline shippers was approved by the CER. Following approval of the settlement, Westcoast applied and received approval from the CER on August 12, 2020 for the interim tolls to be made final, including the interim tolls from January 1, 2020 to March 31, 2020 as well as the revised interim tolls in effect as at April 1, 2020.

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Our SEP and DCP Midstream operations are subject to the jurisdiction of the Environmental Protection Agency and various other federal, state and local environmental agencies. Our United StatesUS interstate natural gas pipelines and certain of DCP Midstream’s gathering and transmission pipelines are also subject to the regulations of the DOT concerning pipeline safety.


The intrastate natural gas and NGL pipelines owned by us and DCP Midstream are subject to state regulation. DCP Midstream's interstate NGL transportation pipelines are subject to FERC regulation. The natural gas gathering and processing activities of DCP Midstream are not subject to FERC regulation.


Our Canadian operations are governed by various federal and provincial agencies with respect to pipeline safety, including the NEB andCER, the Transportation Safety Board the British Columbia Oil and Gas Commission, the Alberta Energy Regulator and the Ontario Technical Standards and Safety Authority.


Our Canadian natural gas transmission and distribution operations and approximately two-thirds of the storage operations in Canada are subject to regulation by the NEBCER or the provincial agencies in Canada, such as the OEB. These agencies have jurisdiction similar to the FERC for regulating rates, the terms and conditions of service, the construction of additional facilities and acquisitions. Our British Columbia PipelineIn addition, these assets are subject to GHG emissions regulations, including GHG emissions management and British Columbia Field Services businesscarbon pricing policies. Across Canada there are a variety of new and evolving initiatives in westerndevelopment at the federal and provincial levels aimed at reducing GHG emissions. The Government of Canada is regulated by the NEB pursuanthas finalized a federal plan to a framework for light-handed regulation under which the NEB acts on a complaints-basis for rates associated with that business. Similarly, the rates charged by ourhave carbon pricing in place in all Canadian Gas Transmission and Midstream operations for gathering and processing services in western Canada are regulated on a complaints-basis by applicable provincial regulators.jurisdictions.



GAS DISTRIBUTION AND STORAGE
EconomicOperational Regulation
Our gas distribution and storage utility operations are regulated by the OEB and the EUBQuébec Régie de l’énergie, among others. Regulators’ future actions may differ from current expectations, or future legislative changes may impact the regulatory environments in which we operate. To the extent that the regulators’ future actions are different from current expectations, the timing and amount of recovery or refund of amounts recorded on the Consolidated Statements of Financial Position, or amounts that would have been recorded on the Consolidated Statements of Financial Position in absence of the effects of regulation, could be different from the amounts that are eventually recovered or refunded.


Enbridge Gas' distribution rates, commencing in 2019, are set under a five-year incentive regulation (IR) framework using a price cap mechanism. The price cap mechanism establishes new rates each year through an annual base rate escalation at inflation less a 0.3% productivity factor, annual updates for certain costs to be passed through to customers, and where applicable, the recovery of material discrete incremental capital investments beyond those that can be funded through base rates. The IR framework includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that requires Enbridge Gas to share equally with customers any earnings in excess of 150 basis points over the annual OEB approved return on equity (ROE).

We seek to mitigate economicoperational regulation risk. We retain dedicated professional staff and maintain strong relationships with customers, intervenors and regulators. This strong regulatory relationship continued in 2020 following OEB Decisions and Ordersapproving Phase 2 of Enbridge Gas’ application for 2020 rates and Phase 1 of Enbridge Gas’ application for 2021 rates. The termsPhase 2 Decision and Order approved the recovery of requested 2020 discrete incremental capital investments through the incremental capital module, while the Phase 1 Decision and Order approved 2021 base rate negotiations are reviewed by our legal, regulatory and finance teams.escalation under the price cap mechanism.


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Enbridge Gas Distribution
Distribution rates are set underhas continued to develop opportunities to support a five-year customized incentive rate plan (IR Plan)low carbon future in Ontario. In 2020, the OEB approved Enbridge Gas' application to implement a voluntary RNG pilot program, whereby customers can voluntarily contribute towards the incremental cost of low carbon RNG which would displace regular natural gas.The OEB also approved Enbridge Gas' pilot project to construct facilities that will allow regular natural gas to be blended with hydrogen gas, in 2014 and provide a levelan isolated portion of stability by having a long-term agreementthe existing distribution system, with the OEB which allows usintent to recover our expected capital investments under the agreement, as well as an opportunity to earn above the OEB allowed ROE. Under the customized IR Plan, we are permitted to recover, with OEB approval, certain costs that were beyond management control, but that were necessary for the maintenance of our services. The customized IR Plan also includes a mechanism to reassess the customized IR Plan and return to cost of service if there are significant and unanticipated developments that threaten the sustainability of the customized IR Plan.

Union Gas
Distribution rates, beginning in 2014, are set under a five-year incentive regulation framework using price cap methodology. The price cap framework establishes new rates at the beginning of each year throughgain insight into the use of hydrogen as a pricing formula rather than through the examination of revenue and cost forecasts. The framework allowsmethod for annual inflationary rate increases, offset by a productivity factor, as well as rate increases or decreases in the small volume customer classes where use declines or increases, and certain adjustments to base rates. Further, it allowsdecarbonizing natural gas for the continued pass-throughpurpose of gas commodity, upstream transportation and demand side management costs, the additional pass-through of costs associated with major capital investments and certain fuel variances, an allowance for unexpected cost changes that are outside of management’s control, and equal sharing of tax changes between Union Gas and customers, and finally an opportunity to earn above the OEB allowed ROE.reducing GHG emissions.


Environmental Regulation
Our workers, operations and facilities are subject to municipal, provincial and federal legislation which regulate the protection of the environment and the health and safety of workers. For the environment,Environmental legislation primarily this includes the regulation of discharges to air, land and water; theenvironmental assessment of natural gas infrastructure projects in Ontario; protection of species at risk and species at risk habitat; management and disposal of solidhazardous waste; the assessment and hazardous waste, andmanagement of contaminated soil and groundwater;sites; and the assessmentreporting and reduction of contaminated sites.GHG emissions.

The operation of our gasGas distribution system and gas facilities comesoperation, as with any industrial operation, has the potential risk of incidents, abnormal operatingor emergency conditions, or other unplanned events that could result in spillsleaks or emissions to the environment that could exceedin excess of permitted levels. These events could result in injuries to workers or the public, fines, penalties, adverse impacts to the environment in which we operate, within, and/property damage or property damage.regulatory violations including orders and fines. We could also incur future liability for environmental (soilsoil and groundwater)groundwater contamination associated with past and present site activities.


In addition to the operation of the gas distribution, system, we also operate unregulated operations includingstorage facilities and a small amount of oil and brine production and storage facilities in southwestern Ontario. Environmental risk associated with these facilities is the possibility of spills, releases or leaks.potential for unplanned releases. In the event of an incident (spill),a release, remediation of the affected area would be required. There would also be potential for fines, orders

or charges under environmental legislation, and potential third-party liability claims by any affected land owners.landowners.

The gas distribution system and our other operations must maintain a number of environmental approvals and permits from governmental authoritiesregulators to operate. As a result, these facilitiesassets and the distribution networkfacilities are subject to periodic inspection. Aninspections and/or audits. Annual reports, such as the Annual Written Summary Report isare submitted to the Ontario Ministry of the Environment, Conservation and Climate Change (MOECC)Parks (MECP) and other regulators to demonstrate we are in good standing in relation to itswith our Environmental Compliance Approvals. Failure to maintain regulatory compliance could result in operational interruptions, fines, penalties, and/or orders for additional pollution control technology or environmental remediation, etc.mitigation. As environmental requirements and regulations become more stringent, the cost to maintain compliance and the time required to obtain approvals has consistently increased.

Ontario commenced a cap and trade system on January 1, 2017. Under the cap and trade regulation, EGD and Union Gas (together, the Utilities) are required to purchase emission allowances or credits for most of our customers’ use of natural gas as well as for emissions from our own operations. This process is complex and requires ongoing monitoring of the carbon market and related climate change and carbon policies not only in Ontario but also in other newly linked jurisdictions as at January 1, 2018 - namely California and Quebec. This linkage which has been enabled in Ontario with various GHG reporting and cap and trade regulation amendments over the course of 2017 will create a larger and more liquid market for carbon allowances and credits, which may help to keep compliance costs for our customers down. However, non-compliance or unexpected policy changes may cause significant changes to the cost of maintaining compliance and needs to be closely monitored to ensure impacts are understood.

As required by the OEB Cap and Trade Framework, the Utilities each submitted 2017 Compliance Plans, which subsequently received supportive endorsement and approval of cost recovery in 2017 rates. The Utilities are in the process of defending their individually filed 2018 Compliance Plans. The OEB approved use of the 2017 final rate for recovery of 2018 cap and trade compliance costs until determined otherwise. Further, the OEB Cap and Trade Framework identifies that the Utilities are expected to file 2019/2020 Compliance Plans as well as an Annual Report summarizing 2017 results by August 1, 2018. The Compliance Plans detail how the Utilities will meet their respective carbon compliance obligations through carbon allowance and/or offset procurement as well as through customer and facility abatement projects that may be deemed cost effective. By creating prudent and thoughtful plans and executing with excellence, the Utilities can best mitigate the risk of cost disallowance.


As with previous years, in 2017 the Utilities each2020, we reported operational GHG emissions, including emissions from stationary combustion, flaring, venting and fugitive sources to the Ontario MOECC, Environment and Climate Change Canada (ECCC), the Ontario MECP, and a number of voluntary reporting programs. Emissions from OntarioIn accordance with the provincial GHG regulations, stationary combustion sourcesand flaring emissions related to storage and transmission operations were verified in detail by a third partythird-party accredited verifier with no material discrepancies found. Additionally, operational emissions from venting, fugitive and natural gas distribution emissions were reported to the MOECC for the first time in 2017 in accordance with O. Reg. 143/16 - Quantification, Reporting, and Verification of Greenhouse
Enbridge Gas Emissions Regulation standard quantification methods ON. 350 and ON. 400, respectively. The Utilities continue to monitor developments and attend stakeholder consultations in Ontario.

The Utilities utilizeutilizes emissions data management processes and systems to help with the data capture and mandatory and voluntary reporting needs. Quantification methodologies and emission factors will continually be updated in the system as required. Each Utility publicly reports its GHG emissions and has developed internal procedures for more frequent monthly Cap and Trade related GHG reporting. Collectively, the Utilities continueEnbridge Gas continues to work with industry associations to refine quantification methodologies and emissions factors, as well as best management practices to minimize emissions.

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In October 2018, the federal government confirmed that Ontario is subject to the federal government’s carbon pricing program, otherwise known as the Federal Carbon Pricing Backstop Program. This program consists of two components: a carbon charge levied on fossil fuels, including natural gas, and an output-based pricing system (OBPS).
The Utilitiesfederal carbon charge took effect on April 1, 2019 at a rate of 3.91 cents/cubic meter (m3) of natural gas and is applicable to the majority of customers. Enbridge Gas is registered as a natural gas distributor with the Canada Revenue Agency and remits the federal carbon charge on a monthly basis. The charge increases annually on April 1 of each year by 1.96 cents/m3, rising up to 9.79 cents/m3 in 2022. In December 2020, the federal government announced plans to reduceincrease the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030. Enbridge Gas estimates that this will equate to a federal carbon charge on natural gas of approximately 33.31 cents/m3 in 2030.
The OBPS component came into effect on January 1, 2019. Under OBPS, a registered facility has a compliance obligation for the portion of their emissions in 2018 are outlinedthat exceeds their annual facility emissions limit, which is calculated based on the sector specific output-based standard and annual production. Enbridge Gas is registered with ECCC as an emitter in the Facility Abatement Plan within their respective Compliance Plans.OBPS program and has an annual compliance obligation associated with the combustion and flaring emissions associated with its natural gas pipeline transmission system. As a registered facility under OBPS,Enbridge Gas submitted an annual report along with the required verification report from an accredited third-party verifier who found no material misstatements. Enbridge Gas is required to remit payment for facility emissions that exceed its annual facility emissions limit. Due to COVID-19, ECCC has delayed the payment deadline from December 15, 2020 to April 15, 2021, and therefore Enbridge Gas has deferred payment until the first half of 2021.



In September 2020, Ontario and the federal government announced that the federal government has accepted that Ontario’s Emission Performance Standards (EPS) will replace the federal OBPS for industrial facilities. The date of the transition has not yet been communicated. Enbridge Gas will continue to have a compliance obligation under either the OBPS or EPS program for its facility-related emissions, as well as the federal carbon charge for its customer-related emissions.
EMPLOYEES

We had approximately 12,700 employees asHUMAN CAPITAL RESOURCES

WORKFORCE SIZE AND COMPOSITION
As at December 31, 2017,2020, we had approximately 11,200 regular employees, including approximately 8,5001,600 unionized employees in Canada. Approximately 1,800 ofacross our North American operations. This total rises to more than 13,000 if including temporary employees are subject to collective bargaining agreements governing theirand contractors. We have a strong preference for direct employment with us. Approximately 48% of thoserelationships but where we have collectively bargained for employees, are covered under agreements that either have expired or will expire by December 31, 2018. We are currently going through the process of collective bargaining in respect to the expired or expiring contracts. Wewe have mature working relationships with our labor unions and the parties have traditionally committed themselves to the achievement of renewal agreements without a work stoppage.


SAFETY
EXECUTIVESWe believe all injuries, incidents and occupational illnesses are preventable. Our overall focus on employee and contractor safety continues to result in strong performance compared against industry benchmarks and we are actively engaged in continuous improvement exercises as we pursue our goal of zero incidents. Refer also to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments- COVID-19 Pandemic, Reduced Crude Oil Demand and Commodity Prices.

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DIVERSITY AND OTHERINCLUSION
To ensure our workforce is reflective of the communities where we operate, we have pursued efforts to increase the representation of women, ethnic and racial groups, people with disabilities and veterans. Our original ambitions were set and shared with employees in 2018 with progress toward achievement shared regularly through our Diversity Dashboard. While we have made strong progress, we are accelerating the pace of our program and we have plans in place to meet our objectives by 2025. Consistent with our culture, we remain committed to open, two-way dialogue related to our goals, enhancing transparency and accountability for all stakeholders.

In early 2021, we added Inclusion to our core values of Safety, Integrity and Respect to demonstrate this commitment.

We are building an organization where people feel safe and welcome and have the opportunity to thrive and grow based on merit. As part of our evolving ESG strategy, we wanted to create a tighter link between our success and the workforce related ESG measures – including safety and diversity – that enable it. As a result, beginning in 2021, key metrics in these areas are embedded in our scorecards and directly impact compensation.

PRODUCTIVITY AND DEVELOPMENT
We continually invest in our people’s personal and professional development because we recognize their success is our success. Every year, employees are provided a range of development opportunities through a variety of channels, including: educational reimbursement programs; developmental relationships with mentors; rotational assignments; and Enbridge University, which offers a large catalog of courses.

EXECUTIVE OFFICERS


The following table sets forth information regarding our executive and other officers.
officers:
NameAgePosition
Al Monaco5861President & Chief Executive Officer
JohnColin K. WhelenGruending5851Executive Vice President & Chief Financial Officer
Cynthia L. Hansen53Executive Vice President, Utilities & Power Operations
D. Guy Jarvis54Executive Vice President, Liquids Pipelines
Byron C. Neiles52Executive Vice President, Corporate Services
Robert R. Rooney6164Executive Vice President & Chief Legal Officer
William T. Yardley5356Executive Vice President & President, Gas Transmission &and Midstream
Vern D. YuCynthia L. Hansen5156Executive Vice President & Chief Development OfficerPresident, Gas Distribution and Storage
AllenByron C. CappsNeiles4755Executive Vice President, Corporate Services
Vern D. Yu54Executive Vice President & Chief Accounting OfficerPresident, Liquids Pipelines
Matthew Akman53Senior Vice President, Strategy & Power
Allen C. Capps50Senior Vice President, Corporate Development & Energy Services


Al Monaco was appointed President and Chief Executive Officer on October 1, 2012. HeMr. Monaco is also a member of the Enbridge Board of Directors. Prior to being appointed President of Enbridge, Mr. Monaco served as President, Gas Pipelines, Green Energy &and International with responsibility for the growth and operations of our gas pipelines, including the gas gathering and processing operations in the United States,US, our gulf coastGulf Coast offshore assets and our investments in Alliance Pipeline, Vector and Aux Sable, as well as our International business development and investment activities and Green Energy.Renewable Power Generation.


John
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Colin K. WhelenGruending was appointed Executive Vice President and Chief Financial Officer of Enbridge on October 15, 2014.June 1, 2019. Previously, our Senior Vice President, Corporate Development and Investment Review, Mr. Gruending performed a number of progressively challenging executive roles such as Vice President Corporate Development and Planning and Vice President, Treasury and Tax while concurrently serving as Chief Financial Officer for Enbridge Income Fund and Enbridge Income Fund Holdings Inc. Prior to that, Mr. Gruending served as Corporate Controller and also led enterprise Investor Relations and Pension Investments.

Robert R. Rooney was appointed Executive Vice President and Chief Legal Officer on February 1, 2017. Mr. Whelen retained executive leadership forRooney leads our financial reporting function, while assuming responsibility for our taxlegal, ethics and treasury functions.compliance, security and aviation teams across the organization.

William T. Yardley was named Executive Vice President and President, Gas Transmission and Midstream on February 27, 2017. Mr. Whelen has been partYardley, based in Houston, was previously President of Spectra Energy Corp's. (Spectra Energy) US Transmission and Storage business, leading the Enbridge team since 1992, when he assumed the Managerbusiness development, project execution, operations and environment, health and safety efforts associated with Spectra Energy’s US portfolio of Treasury role at Consumers Gas (now EGD).assets.


Cynthia L. Hansen was appointed Executive Vice President Utilities and Power Operations,President, Gas Distribution and Storage, on February 27, 2017.June 1, 2019. Ms. Hansen is responsible for the overall leadership and operations of EGDEnbridge Gas, following the amalgamation of Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union Gas), as well as Enbridge Gas New Brunswick Inc. and Gazifère. She also holds responsibility for the operations ofPreviously, our power generating assets, which currently include renewable energy investments in wind, solar, geothermal and hydroelectric, as well as waste heat recovery facilities and power transmission lines owned in whole or in part by us.

D. Guy Jarvis was appointed Executive Vice President, Liquids PipelinesUtilities and Major Projects on May 2, 2016. Mr. Jarvis has been President of our Liquids Pipelines group since March 1, 2014,Power Operations, Ms. Hansen is also the Executive Sponsor for Asset and Work Management Transformation across Enbridge, working with responsibility for all of our crude oil and liquids pipeline businesses across North America. Mr. Jarvis previously held the title of Chief Commercial Officer for Liquids Pipelines, with responsibility for strategicother business unit leaders.

and integrated services, customer service, finance, and business and market development. Prior to Mr. Jarvis' work in Liquids Pipelines, he served as President, Gas Distribution, providing overall leadership to EGD, as well as Enbridge Gas New Brunswick Inc. and Gazifère.


Byron C. Neiles was appointed Executive Vice President, Corporate Services on May 2, 2016. Mr. Neiles has oversight of our Technology & Information Technology,Services, Human Resources, Real Estate, Safety & Workplace Services,Reliability, Supply Chain Management, Enterprise Safety and Operational Reliability, and aviation groups.Public Affairs, Communications & Sustainability. Mr. Neiles had previously held the role of Senior Vice President, Major Projects, Enterprise Safety and Operational Reliability and had been Senior Vice President of Major Projects since November 2011, after joining our Major Projects group in April 2008.

Robert R. Rooney was appointed Executive Vice President and Chief Legal Officer on February 1, 2017. Mr. Rooney leads our legal team across the organization, as well as Public Affairs and Communications (including Corporate Social Responsibility).

William T. Yardley was named Executive Vice President and President of Gas Transmission and Midstream on February 27, 2017. Mr. Yardley is also the President and Chairman of the Board of SEP. Mr. Yardley, based in Houston, was previously President of Spectra Energy’s United States Transmission and Storage business, leading the business development, project execution, operations and environment, health and safety efforts associated with Spectra Energy’s United States portfolio of assets.


Vern D. Yu was appointed Executive Vice President and Chief Development OfficerPresident, Liquids Pipelines on May 2, 2016. Mr. Yu leads our Corporate Development team in driving growth opportunities, while also establishing capital allocation parameters and portfolio mix. Mr. Yu also provides executive oversight to our Energy Services group, Tidal Energy.January 1, 2020. Previously, Mr. Yu served as President and Chief Operating Officer for Liquids Pipelines and prior to that served as Executive Vice President and Chief Development Officer. He had previously served as Senior Vice President, Corporate Planning and Chief Development Officer. He has been the lead of ourPrior to joining Corporate Development, team since July 1, 2014.Mr. Yu served as Senior Vice President of Business and Market Development for Enbridge’s Liquids Pipelines division and previously has held a series of roles with increasing responsibility in our corporate and financial areas.


Matthew Akman is our Senior Vice President, Strategy and Power. He is responsible for the corporate strategic planning process and all renewable power operations and development globally. Mr. Akman joined Enbridge in early 2016 as our head of Corporate Strategy and also previously held responsibilities for Corporate Development and Investor Relations. Prior to joining Enbridge, Mr. Akman worked primarily in banking with a focus on institutional equity research.

Allen C. Capps is theour Senior Vice President, Corporate Development and Chief Accounting Officer of Enbridge. Mr. CappsEnergy Services. He is responsible for our accounting operationscapital allocation, investment review, corporate business development and financial reporting functions, including internal and external financial reports.Energy Services. Prior to assuming his current role in 2017,June 2019, Mr. Capps served as our Senior Vice President and Chief Accounting Officer and before that Vice President and Controller of Spectra Energy, responsible for the financial accounting and reporting functions.Energy.


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ADDITIONAL INFORMATION


Additional information about us is available on our website at www.enbridge.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The aforementioned information is made available in accordance with legal requirements and is not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K. We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.Securities and Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC may also be obtained through the SEC’s website (www.sec.gov) or by visiting the Public Reference Room of the SEC at 100 F Street, N.E., Washington D.C. 20549 or calling the SEC at 1-800-SEC-0330..

ENBRIDGE ENERGY PARTNERS, L.P. AND ENBRIDGE ENERGY MANAGEMENT, L.L.C.
Additional information about EEP and Enbridge Energy Management, L.L.C. can be found in their Annual Reports on Form 10-Ks that have been filed with the SEC. These documents contain detailed disclosure with respect to EEP and Enbridge Energy Management, L.L.C., respectively, and are publicly available on EDGAR at www.sec.gov. No part of the Form10-Ks filed by EEP and Enbridge Energy Management, L.L.C. are, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.


ENBRIDGE GAS DISTRIBUTION INC.
Additional information about EGDEnbridge Gas can be found in its annual information form, financial statements and management's discussion and analysis (MD&A) for the year ended December 31, 20172020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to EGDEnbridge Gas and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.


ENBRIDGE INCOME FUND
Additional information about the Fund can be found in its annual information form, financial statements and MD&A as well as the financial statements and MD&A of EIPLP for the year ended December 31, 2017 which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to the Fund and are publicly available on SEDAR at www.sedar.com under the Fund's profile. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

ENBRIDGE INCOME FUND HOLDINGSPIPELINES INC.
Additional information about ENFEnbridge Pipelines Inc. (EPI) can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2017 which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to ENF and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

ENBRIDGE PIPELINES INC.
Additional information about EPI can be found in its annual information form, financial statements and MD&A for the year ended December 31, 20172020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to EPI and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.


SPECTRAWESTCOAST ENERGY PARTNERS, L.P.INC.
Additional information about SEP can be found in its Annual Report on Form10-K that has been filed with the SEC. This document contains detailed disclosure with respect to SEP, and is publicly available on EDGAR at www.sec.gov. No part of the Form 10-K filed by SEP is, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

UNION GAS LIMITED
Additional information about Union GasWestcoast can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2017 which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Union Gas and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

WESTCOAST ENERGY INC.
Additional information about Westcoast Energy Inc. can be found in its annual information form, financial statements and MD&A for the year ended December 31, 20172020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Westcoast Energy Inc. and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.



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ITEM 1A. RISK FACTORS


Execution of our capital projects subjects us to various regulatory, development, operationalThe following risk factors could materially and market risks that may affect our financial results.

Our ability to successfully execute the development of our organic growth projects is subject to various regulatory, development, operational and market risks, including:
the ability to obtain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and to maintain those issued approvals and permits and satisfy the terms and conditions imposed therein;
potential changes in federal, state, provincial and local statutes and regulations, including environmental requirements, that may prevent a project from proceeding or increase the anticipated cost of the project;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
opposition to our projects by third parties, including special interest groups;
the availability of skilled labor, equipment and materials to complete projects;
the ability to construct projects within anticipated costs, including the risk of cost overruns resulting from inflation or increased costs of equipment, materials or labor, contractor or supplier non-performance, weather, geologic conditions or other factors beyond our control, that may be material;
general economic factors that affect the demand for our projects; and
the ability to raise financing for these capital projects.

Any of these risks could prevent a project from proceeding, delay its completion or increase its anticipated cost. Recent projects that have experienced delays include the United States portion of the L3R Program (U.S. L3R Program) and NEXUS. In the fourth quarter of 2016, we determined Northern Gateway could not proceed as envisioned. New projects may not achieve their expected investment return, which could affect our financial results, and hinder our ability to secure future projects.

Cyber-attacks or security breaches could adversely affect our business, operations, financial results or financial results.

Our businessmarket price or value of our securities. This list is dependent upon information systemsnot exhaustive, and other digital technologies for controlling our plants and pipelines, processing transactions and summarizing and reporting resultswe place no priority or likelihood based on order of operations. The secure processing, maintenance and transmissionpresentation or grouping under sub-captions. For ease of information is criticalreference, the risk factors are presented under the following sub-captions: (1) Risks Related to Operational Disruption or Catastrophic Events; (2) Risks Related to our operations. A security breach of our network or systems could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we collectBusiness and store sensitive data in the ordinary course of our business, including personal identification information of our employees as well as our proprietary business informationIndustry; and that of our customers, suppliers, investors(3) Risks Related to Government Regulation and other stakeholders. We have a cyber-security controls framework in place which has been derived from the National Institute of Standards and Technology Cyber-security Framework and International Organization for Standardization 27001 standards. We monitor our control effectiveness in an increasing threat landscape and continuously take action to improve our security posture. We have implemented a 7X24 security operations center to monitor, detect and investigate any anomalous activity in our network together with an incident response process that we test on a monthly basis. We conduct independent cyber-security audits and penetration tests on a regular basis to test that our preventative and detective controls are working as designed. Despite our security measures, our information systems may become the target of cyber-attacks or security breaches (including employee error, malfeasance or other breaches), which could compromise our network or systems and result in the release or loss of the information stored therein, misappropriation of assets, disruption to our operations or damage to our facilities. Our current insurance coverage programs do notLegal Risks.


contain specific coverage for cyber-attacks or security breaches. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in our products and services, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our business, operations or financial results.RISKS RELATED TO OPERATIONAL DISRUPTION OR CATASTROPHIC EVENTS


Changes in our reputation with stakeholders, special interest groups, political leadership, the media or other entities could have negative impacts on our business, operations or financial results.

There could be negative impacts on our business, operations or financial results due to changes in our reputation with stakeholders, special interest groups (including non-governmental organizations), political leadership, the media or other entities. Public opinion may be influenced by certain media and special interest groups’ negative portrayal of the industry in which we operate as well as their opposition to development projects, such as the Bakken Pipeline System. Potential impacts of a negative public opinion may include:
loss of business;
loss of ability to secure growth opportunities;
delays in project execution;
legal action;
increased regulatory oversight or delays in regulatory approval; and
loss of ability to hire and retain top talent.

We are also exposed to the risk of higher costs, delays or even project cancellations due to increasing pressure on governments and regulators by special interest groups. Recent judicial decisions have increased the ability of special interest groups to make claims and oppose projects in regulatory and legal forums. In addition to issues raised by groups focused on particular project impacts, we and others in the energy and pipeline businesses are facing opposition from organizations opposed to oil sands development and shipment of production from oil sands regions.

Pipeline operations involve numerous risks that may adversely affect our business and financial results.

Operation of complex pipeline systems, gathering, treating, storing and processing operations involves many risks, hazards and uncertainties. These events include adverse weather conditions, accidents, the breakdown or failure of equipment or processes, the performance of the facilities below expected levels of capacity and efficiency and catastrophic eventsevents; which include, but are not limited to, physical risks related to climate change, such as, explosions, fires, earthquakes, hurricanes, floods, landslides, increased volatility in season temperatures, rising sea levels or other similar events beyond our control. These types of catastrophic events could result in loss of human life, significant damage to property and our assets, environmental pollution and impairment of our operations, any of which could also result in substantial losses for which insurance may not be sufficient or available and for which we may bear a part or all of the cost.

We have experienced such events in the past, including in 2010 on Lines 6A and 6B of the Lakehead System. which is discussedSystem; in Part II. Item 7. Management's DiscussionOctober 2018 at the BC Pipeline T-South system; and Analysis of Financial Conditionin January 2019, August 2019 and Results of Operations - LegalMay 2020 at the Texas Eastern pipeline, and Other Updates. we cannot guarantee that we will not experience catastrophic events in the future. In addition, we could be subject to litigation and significant fines and penalties from regulators in connection with any such events. Environmental incidents

An environmental incident is an event that may cause harm or potential harm to the environment and could also lead to an increased cost of operating and insuring our assets, thereby negatively impacting earnings. An environmental incident could have lasting reputational impacts to us and could impact our ability to work with various stakeholders. For pipeline and storage assets located near populated areas, including residential communities, commercial business centers, industrial sites and other public gathering locations, the level of damage resulting from these catastrophic events could be greater.



Our assets vary in age and were constructed over many decades which may cause our inspection, maintenance or repair costs to increase in the future.

Our pipelines vary in age and were constructed over many decades. Pipelines are generally long-lived assets, and pipeline construction and coating techniques have changed over time. Depending on the era of construction, some assets require more frequent inspections, which could result in increased maintenance or repair expenditures in the future. Any significant increase in these expenditures could adversely affect our business, operations or financial results.

A service interruption could have a significant impact on our operations, and negatively impact financial results, relationships with stakeholders and our reputation.

A service interruption due to a major power disruption, or curtailment of commodity supply, operational incident or other reasons could have a significant impact on our operations and negatively impact financial results, relationships with stakeholders and our reputation. Specifically, for Gas Distribution, any prolonged interruptions would ultimately impact gas distribution customers. Service interruptions that impact our crude oil and natural gas transportation services can negatively impact shippers’ operations and earnings as they are dependent on our services to move their product to market or fulfill their own contractual arrangements.

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Our operations involve safety risks to the public and to our workers and contractors.

Several of our pipelines and distribution systems and related assets are operated in close proximity to populated areas and a major incident could result in injury or loss of life to members of the public. In addition, given the natural hazards inherent in our operations, our workers and contractors are subject to personal safety risks. A public safety incident or an injury or loss of life to our workers or contractors, which we have experienced in the past and, despite the precautions we take, may experience in the future, could result in reputational damage to us, material repair costs or increased costs of operating and insuring our assets.


Cyber-attacks or security breaches could adversely affect our business, operations or financial results.
Our transformation projects may fail to fully deliver anticipated results.

We launched projects in 2016 to transform various processes, capabilitiesbusiness is dependent upon information systems and other digital technologies for controlling our plants, pipelines and other assets, processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission of information is critical to our operations. A security breach of our network or systems, infrastructure to continuously improve effectivenessor the network or systems of our third-party vendors, could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we and efficiency acrosssome of our vendors collect and store sensitive data in the organization. Transformation project risk isordinary course of our business, including personal identification information of our employees as well as our proprietary business information and that of our customers, suppliers, investors and other stakeholders.
Cybersecurity risks have increased in recent years as a result of the risk that modernization projects carried out by usproliferation of new technologies and the increased sophistication, magnitude and frequency of cyber-attacks and data security breaches. Because of the critical nature of our infrastructure and our subsidiaries do not fully deliver anticipateduse of information systems and other digital technologies to control our assets, we face a heightened risk of cyber-attacks. We have a cyber-security controls framework in place which has been derived from the National Institute of Standards. We monitor our control effectiveness in an increasing threat landscape and continuously take action to improve our security posture. We have implemented a security operations center, which operates at all times to monitor, detect and investigate activity in our network together with an incident response process that we test on a monthly basis. We conduct independent cyber-security audits and penetration tests on a regular basis to test that our preventative and detective controls are working as designed.
During the normal course of business, we have experienced and expect to continue to experience attempts to gain unauthorized access to, or to compromise, our information systems or to disrupt our operations through cyber-attacks or security breaches, although none to our knowledge have had a material adverse effect on our business, operations or financial results. Despite our security measures, our information systems, or those of our vendors, may become the target of further cyber-attacks (including hacking, viruses or acts of terrorism) or security breaches (including employee error, malfeasance or other breaches), which could compromise our network or systems, or those of our vendors, affect our ability to correctly record, process and report transactions or financial information, or result in the release or loss of the information stored therein, misappropriation of assets, disruption to our operations or damage to our facilities. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in our products and services, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences or other costs or be subject to increased regulation or litigation, all of which could materially adversely affect our reputation, business, operations or financial results.

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Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may adversely affect local and global economies and our business, operations or financial results.
Disruptions caused by pandemics, epidemics or disease outbreaks, in locations in which we operate or globally, could materially adversely affect our business, operations, financial results and forward-looking expectations. The COVID-19 pandemic has negatively impacted us in 2020 and the impacts are expected to continue for future periods, which we are unable to reasonably predict due to insufficiently addressingnumerous uncertainties, including the duration and severity of the pandemic.

The World Health Organization declared COVID-19 to be a pandemic on March 11, 2020. In response to the rapid global spread of COVID-19, governments have enacted emergency measures to combat the spread of the virus. These measures include restrictions on business activity and travel, as well as requirements to isolate or quarantine, which could continue or expand. Certain of our operations and projects have been deemed essential services in critical infrastructure sectors and are currently exempt from certain business activity restrictions; however, there is no guarantee that this exemption will continue. These actions have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial and commodity markets, resulting in lower interest rates; impacted social conditions; and adversely impacted national and international economic conditions, including commodity prices and demand for energy, as well as the labor market.

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of this pandemic, including any responses to it, will be on North American or global economies or our business, or for how long disruptions are likely to continue. The extent of such impact will depend on future developments and factors outside of our control, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity or duration of this pandemic (including regarding new COVID-19 strains) and actions taken by governments and others to contain or end the COVID-19 pandemic or its impact (including regarding the development and distribution of effective vaccines). Such developments, which have had or may have an adverse effect on our customers, suppliers, regulators, business, operations and financial results, include disruptions that, among other things:

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 investments;
could prevent one or more of our secured capital projects from proceeding, and has delayed completion and increased anticipated costs of certain projects;
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 the ratings assigned to our securities or our credit facilities and/or impact our ability to access capital markets at effective rates;
increased our risks associated with projectemergency 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;
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 change management. This future trade policies between Canada and the US; and
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could result in negativefuture business interruption losses that our insurance coverage may not be sufficient to cover.

There can be no assurance that our strategies to address potential disruptions will mitigate these risks or the adverse impacts to our business, operations and financial results. Future adverse impacts to our business, operations and financial results may materialize that are not yet known. In addition, disruptions related to the COVID-19 pandemic have had, or could have, the effect of heightening many of the other risks described in this Item 1A. Risk Factors. The risk that is most significantly heightened by the COVID-19 pandemic is the impact of commodity price weakness and volatility on our Liquids Pipelines, Gas Transmission and Midstream and Energy Services businesses, as detailed in the risk factor “Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our results of operations” below. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its global impact, including any related recession, as well as lingering impacts on supply of, demand for and prices of crude oil, natural gas, natural gas liquids, LNG and renewable energy.

Terrorist attacks and threats, escalation of military activity in response to these attacks or acts of war, and other civil unrest or activism could adversely affect our business, operations or financial results.
Terrorist attacks and threats, escalation of military activity or acts of war, or other civil unrest or activism may have significant effects on general economic conditions and may cause fluctuations in consumer confidence and spending and market liquidity, each of which could adversely affect our business. Future terrorist attacks, rumors or threats of war, actual conflicts involving the US, or Canada, or military or trade disruptions may significantly affect our operations and those of our customers. Strategic targets, such as energy related assets, may be at greater risk of future attacks than other targets in the US and Canada. In addition, increased environmental activism against pipeline construction and operation could potentially result in work delays, reduced demand for our products and services, increased legislation or denial or delay of permits and rights-of-way. Finally, the disruption or a significant increase in energy prices could result in government-imposed price controls. It is possible that any of these occurrences, or a combination of them, could adversely affect our business, operations or financial results.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

There are utilization risks with respect to our assets.
With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the CTS on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues and earnings. Factors such as changing market fundamentals, capacity bottlenecks, operational incidents, regulatory restrictions, system maintenance and reputational impacts.increased competition can all impact the utilization of our assets. Market fundamentals, such as commodity prices and price differentials, weather, gasoline price and consumption, alternative energy sources and global supply disruptions outside of our control can impact both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines.


With respect to our Gas Transmission and Midstream assets, gas supply and demand dynamics continue to change as a result of the development of non-conventional shale gas supplies. The increase in natural gas supply has resulted in declines in the price of natural gas in North America. As a result, a shift occurred to extraction of gas in richer, wet gas areas with higher NGL content which depressed activity in dry fields. This, in turn, has contributed to a resulting oversupply of pipeline takeaway capacity in some areas, which can adversely affect our revenues and earnings.

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With respect to our Gas Distribution and Storage assets, customers are billed on a combination of both fixed charge and volumetric basis and our ability to collect their respective total revenue requirement (the cost of providing service, including a reasonable return to the utility) depends on achieving the forecast distribution volume established in the rate-making process. The probability of realizing such volume is contingent upon four key forecast variables: weather, economic conditions, pricing of competitive energy sources and growth in the number of customers. Weather is a significant driver of delivery volumes, given that a significant portion of our Gas Distribution customer base uses natural gas for space heating. Distribution volume may also be impacted by the increased adoption of energy efficient technologies, along with more efficient building construction, that continue to place downward pressure on consumption. In addition, conservation efforts by customers may further contribute to a decline in annual average consumption. Our Gas Distribution business has deferral accounts approved by the OEB that provide regulatory protection against the margin impacts associated with declining annual average consumption due to efficiencies and customers’ conservation efforts. Sales and transportation service to large volume commercial and industrial customers is more susceptible to prevailing economic conditions. As well, the pricing of competitive energy sources affects volume distributed to these sectors as some customers have the ability to switch to an alternate fuel. Even in those circumstances where we attain our respective total forecast distribution volume, our Gas Distribution business may not earn its expected ROE due to other forecast variables, such as the mix between the higher margin residential and commercial sectors and the lower margin industrial sector. Our Gas Distribution business remains at risk for the actual versus forecast large volume contract commercial and industrial volumes.

With respect to our Renewable Power Generation assets, earnings from these assets are highly dependent on weather and atmospheric conditions as well as continued operational availability of these energy producing assets. While the expected energy yields for Renewable Power Generation projects are predicted using long-term historical data, wind and solar resources are subject to natural variation from year to year and from season to season. Any prolonged reduction in wind or solar resources at any of the Renewable Power Generation facilities could lead to decreased earnings and cash flows for us. Additionally, inefficiencies or interruptions of Renewable Power Generation facilities due to operational disturbances or outages resulting from weather conditions or other factors, could also impact earnings.

An impairment of our assets, including goodwill, property, plant, and equipment, intangible assets, and/or equity method investments, could reduce our earnings.

GAAPGenerally accepted accounting principles in the United States of America (US GAAP) requires us to test certain assets for impairment on either an annual basis or when events or circumstances occur which indicate that the carrying value of such assets might be impaired. The outcome of such testing could result in impairments of our assets including our goodwill, property, plant and equipment, intangible assets, and/or equity method investments. Additionally, any asset monetizations could result in impairments if such assets are sold or otherwise exchanged for amounts less than their carrying value. If we determine that an impairment has occurred, we would be required to take an immediate noncashnon-cash charge to earnings.


ThereOur assets vary in age and were constructed over many decades which may cause our inspection, maintenance or repair costs to increase in the future.
Our pipelines vary in age and were constructed over many decades. Pipelines are utilization risks in respect to our assets.

In respect to our Liquids Pipelinegenerally long-lived assets, we are exposed to throughput risk under the CTSand pipeline construction and coating techniques have changed over time. Depending on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelinesera of construction, some assets such asrequire more frequent inspections, which could result in increased maintenance or repair expenditures in the Lakehead System. A decreasefuture. Any significant increase in volumes transported can directly andthese expenditures could adversely affect our revenuesbusiness, operations or financial results.

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Competition may result in a reduction in demand for our services, fewer project opportunities or assumption of risk that results in weaker or more volatile financial performance than expected.
We face competition from competing carriers available to ship western Canadian liquid hydrocarbons to markets in Canada, the US and earnings. Factors such as changinginternationally and from proposed pipelines that seek to access markets currently served by our liquids pipelines. Competition among existing pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier alternatives and proximity to markets. We also face competition from alternative gathering and storage facilities. Our natural gas transmission and storage businesses compete with similar facilities that serve our supply and market fundamentals, capacity bottlenecks, operational incidents, regulatory restrictions, system maintenanceareas in the transmission and increased competition canstorage of natural gas. The natural gas transported in our business competes with other forms of energy available to our customers and end-users, including electricity, coal, propane, fuel oils, and renewable energy. Competition in all

impact the utilization of our assets. Market fundamentals, such as commodity prices and price differentials, weather, gasoline price and consumption, alternative energy sources and global supply disruptions outsidebusinesses, including competition for new project development opportunities, could have a negative impact on our business, financial condition or results of operations.

Execution of our control can impact both the supply ofprojects subjects us to various regulatory, operational and demand for crude oil and other liquid hydrocarbons transported on our pipelines.

In respect to our Gas Transmission and Midstream assets, gas supply and demand dynamics continue to change as a result of the development of non-conventional shale gas supplies. The increase in natural gas supply has resulted in declines in the price of natural gas in North America. As a result, a shift occurred to extraction of gas in richer, wet gas areas with higher NGL content which depressed activity in dry fields. This, in turn, has contributed to a resulting oversupply of pipeline takeaway capacity in some areas, which can adverselymarket risks that may affect our revenues and earnings.financial results.

In respect to our Gas Distribution assets, customers are billed on a combination of both fixed charge and volumetric basis and EGD and Union Gas'Our ability to collect their respective total revenue requirement (the cost of providing service, including a reasonable returnsuccessfully execute our projects is subject to the utility) depends on achieving the forecast distribution volume established in the rate-making process. The probability of realizing such volume is contingent upon four key forecast variables: weather, economic conditions, pricing of competitive energy sourcesvarious regulatory, operational and growth in the number of customers. Weather is a significant driver of delivery volumes, given that a significant portion of EGD and Union Gas' respective customer base uses natural gas for space heating. Distribution volume may also be impacted by the increased adoption of energy efficient technologies, along with more efficient building construction, that continue to place downward pressure on consumption. In addition, conservation efforts by customers may further contribute to a decline in annual average consumption. EGD and Union Gas have deferral accounts approved by the OEB that provide regulatory protection against the margin impacts associated with declining annual average consumption due to efficiencies and customers’ conservation efforts. Sales and transportation service to large volume commercial and industrial customers is more susceptible to prevailing economic conditions. As well, the pricing of competitive energy sources affects volume distributed to these sectors as some customers have market risks, including:

the ability to switchobtain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and to an alternate fuel. Evenmaintain those issued approvals and permits and satisfy the terms and conditions imposed therein;
potential changes in those circumstances where EGDfederal, state, provincial and Union Gas each attains their respective total forecast distribution volume, theylocal statutes and regulations, including environmental requirements, that may not earn their respective expected ROE dueprevent a project from proceeding or increase the anticipated cost of the project;
impediments on our ability to other forecast variables, such as the mix between the higher margin residentialacquire or renew rights-of-way or land rights on a timely basis and commercial sectors and the lower margin industrial sector. EGD and Union Gas each remain at risk for the actual versus forecast large volume contract commercial and industrial volumes.on acceptable terms;

In respectopposition to our Green Power and Transmission assets, earnings from these assets are highly dependent on weather and atmospheric conditions as well as continued operationalprojects by third parties, including interest groups;
the availability of these energy producing assets. While skilled labor, equipment and materials to complete projects;
the expected energy yields for Green Power and Transmissionability to construct projects are predicted using long-term historical data, wind and solar resources are subject to natural variation from year to year and from season to season. Any prolonged reduction in wind or solar resources at anywithin anticipated costs, including the risk of the Green Power and Transmission facilities could lead to decreased earnings and cash flows for us. Additionally, inefficiencies or interruptions of Green Power and Transmission facilities due to operational disturbances or outagescost overruns resulting from inflation or increased costs of equipment, materials or labor, contractor or supplier non-performance, weather, geologic conditions or other factors could also impact earnings.beyond our control, that may be material;

general economic factors that affect the demand for our projects; and
Power produced from Green Powerthe ability to raise financing for these projects.

Climate related risks are integrated into our larger risk categories that encompass operational, financial and Transmission assetsstakeholder consequences. This is also often sold to a single counterparty under power purchase agreements or other long-term pricing arrangements. In this respect, the performancedone because of the Green Powerinterconnected economic, social and Transmission assets is dependent on each counterparty performingenvironmental nature of climate impacts requires a comprehensive review within the context of other risks that impact us.

Any of these risks could prevent a project from proceeding, delay its contractual obligations undercompletion or increase its anticipated cost. Recent projects that have experienced delays include the power purchase agreements or pricing arrangement applicable to it.

We rely on access to short-termUS L3R Program, the Spruce Ridge Project and long-term capital markets to finance capital requirementsthe T-South Reliability and support liquidity needs, and cost effective access to those markets can be affected, particularly if we or our rated subsidiaries are unable to maintain an investment-grade credit rating.

A significant portion of our consolidated asset base is financed with debt. The maturity and repayment profile of debt used to finance investments often doesExpansion Program. New projects may not correlate to cash flows from assets. Accordingly, we rely on access to both short-term and long-term capital markets as a source of liquidity

for capital requirements not satisfied by cash flows from operations and to fund investments originally financed through debt. Our senior unsecured long-term debt is currently rated investment-grade by various rating agencies. If the rating agencies were to rate us or our rated subsidiaries below investment-grade, our borrowing costs would increase, perhaps significantly. Consequently, we would likely be required to pay a higher interest rate in future financings and our potential pool of investors and funding sources could decrease.

We maintain revolving credit facilities to provide back-up for commercial paper programs for borrowings and/or letters of credit at various entities. These facilities typically include financial covenants and failure to maintain these covenants at a particular entity could preclude that entity from issuing commercial paper or letters of credit or borrowing under the revolving credit facility,achieve their expected investment return, which could affect cash flows or restrict business. Furthermore, if our short-term debt rating were to be downgraded, access to the commercial paper market could be significantly limited. Although this would not affectfinancial results, and hinder our ability to draw undersecure future projects. For additional discussion of specific proceedings that could affect our credit facilities, borrowingoperations and financial results, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates.

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Changing expectations from stakeholders regarding ESG practices and climate change or erosion of stakeholder trust or confidence could influence actions or decisions about our company and industry and have negative impacts on our business, operations or financial results.
Companies across all sectors and industries are facing changing expectations or increasing scrutiny from stakeholders related to their approach to ESG matters of greatest relevance to their business and to their stakeholders. For energy companies, climate change, safety and stakeholder relations remain primary focus areas; changing expectations of our practices and performance across these and other ESG areas may impose additional costs or create exposure to new or additional risks. Our operations, projects and growth opportunities require us to have strong relationships with key stakeholders, including local communities, Indigenous communities and other groups directly impacted by our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which are increasingly focused on ESG practices. We have long been committed to strong ESG practices and performance, and in 2020 introduced a set of ESG goals to strengthen transparency and accountability. The goals include targets for GHG emissions reduction; adapting to the energy transition over time is one of our strategic priorities. Inadequately managing expectations and issues important to stakeholders, including those related to environment and climate change, could be significantly higher.impact stakeholder trust and confidence and our reputation and have negative impacts on our business, operations or financial results, including:


If we are not able to access capital at competitive rates, ourloss of business;
loss of ability to finance operationssecure growth opportunities;
delays in project execution;
legal action, such as the legal challenges to the operation of Line 5 in Michigan and implement our strategy may be affected. RestrictionsWisconsin;
increased regulatory oversight;
loss of ability to obtain and maintain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
changing investor sentiment regarding investment in the oil and gas industry or our company;
restricted access financial markets may also affect ourto and cost of capital; and
loss of ability to execute our business plan as scheduled. An inabilityhire and retain top talent.

We are also exposed to access capital may limit ourthe risk of higher costs, delays, project cancellations, new restrictions or the cessation of operations of existing pipelines due to increasing pressure on governments and regulators. Recent judicial decisions have increased the ability of groups to pursue improvements or acquisitions thatmake claims and oppose projects in regulatory and legal forums. In addition to issues raised by groups focused on particular project impacts, we may otherwise rely on for future growth. Any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could increase our need to provide liquidityand others in the formenergy and pipeline businesses are facing organized opposition to oil and gas extraction and shipment of capital contributions or loans to such subsidiaries, thus reducing the liquidityoil and borrowing availability of the consolidated group.gas products.


Our forecasted assumptions may not materialize as expected on our expansion projects, acquisitions and divestitures.

We evaluate expansion projects, acquisitions and divestitures on an ongoing basis. Planning and investment analysis is highly dependent on accurate forecasting assumptions and to the extent that these assumptions do not materialize, financial performance may be lower or more volatile than expected. Volatility and unpredictability in the economy, both locally and globally, change in cost estimates, project scoping and risk assessment could result in a loss of our profits.

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Our insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.
Our operations are subject to many hazards inherent in our profits.industry. Our assets may experience physical damage as a result of an accident or natural disaster. These hazards also can cause, and in some cases have caused, personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for us, our subsidiaries and certain of our affiliates to mitigate the financial impacts arising from these hazards. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for our industry; however, insurance does not cover all events in all circumstances.


WeIn the unlikely event that multiple insurable incidents that in the aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries. Additionally, even with insurance, if any natural disaster or other hazardous event leads to a catastrophic interruption in operations, we may not be able to sell assets or, if we are able to sell assets, to raise a sufficient amount of capital from such asset sales. In addition, the timing to enter into and close any asset sales could be significantly different than our expected timeline.restore operations without significant interruption.

We are planning to monetize certain assets to execute on our strategic priority to focus on core assets and to accelerate debt reduction and provide capital for capital and investment expenditures. Given the commodity markets, financial markets, and other challenges currently facing the energy sector, our competitors may also engage in asset sales leading to lower demand for the assets we wish to sell. We may not be able to sell the assets we identify for sale on favorable terms or at all. If we are able to sell assets, the timing of the receipt of the asset sale proceeds may not align with the timing of our capital requirements. A failure to raise sufficient capital from asset sales or a misalignment of the timing of capital raised and capital funding needs could have an adverse impact on our business, financial condition, results of operations, and cash flows.

Our operations are subject to pipeline safety laws and regulations, compliance with which may require significant capital expenditures, increase our cost of operations and affect or limit our business plans.

Many of our operations are regulated. The nature and degree of regulation and legislation affecting energy companies in Canada and the United States have changed significantly in past years and further substantial changes may occur.

On February 8, 2018, the Government of Canada introduced legislation to revise the process for assessing major resource projects. At this time, we are reviewing the proposed regulatory reforms and the effect upon us and our subsidiaries, whether adverse or favorable, if such legislation is passed in its current or revised form, is currently uncertain.

Compliance with legislative changes may impose additional costs on new pipeline projects as well as on existing operations. Failure to comply with applicable regulations could result in a number of consequences which may have an adverse effect on our operations, earnings, financial condition and cash flows.

Our operations are subject to numerous environmental laws and regulations, compliance with which may require significant capital expenditures, increase our cost of operations and affect or limit our business plans, or expose us to environmental liabilities.

We are subject to numerous environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste.

Failure to comply with environmental laws and regulations may result in the imposition of fines, penalties and injunctive measures affecting our operating assets. In addition, changes in environmental laws and regulations or the enactment of new environmental laws or regulations could result in a material increase in our cost of compliance with such laws and regulations. We may not be able to obtain or maintain all required environmental regulatory approvals for our operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals, if we fail to obtain or comply with them, or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. We expect that costs we incur to comply with environmental regulations in the future will have a significant effect on our earnings and cash flows.


We are exposed to the credit risk of our customers.

We are exposed to the credit risk of our customers in the ordinary course of our business. Generally, our customers are rated investment-grade, are otherwise considered creditworthy or provide us security to satisfy credit concerns. A significant amount of our credit exposures for transmission storage, and gathering and processingstorage services are with customers who have an investment-grade rating (or the equivalent based on our evaluation) or are secured by collateral. However, we cannot predict to what extent our business would be impacted by deteriorating conditions in the economy, including possible declines in our customers’ creditworthiness. As a result of future capital projects for which natural gas and oil producers may be the primary customer, our credit exposure with below investment-grade customers may increase. It is possible that customer payment defaults, if significant, could adversely affect our earnings and cash flows.


Our risk management policies cannot eliminate all risks. In addition, any non-compliance with our risk management policies could adversely affect our business, operations or financial results.
We use derivative financial instruments to manage the risks associated with movements in foreign exchange rates, interest rates, commodity prices and our share price to reduce volatility of our cash flows. Based on our risk management policies, all of our derivative financial instruments are associated with an underlying asset, liability and/or forecasted transaction. We do not enter into transactions with the objective of speculating on commodity prices or interest rates. These policies cannot, however, eliminate all risk of unauthorized trading and other speculative activity. Although this activity is monitored independently by our risk management function, we remain exposed to the risk of non-compliance with our risk management policies. We can provide no assurance that our risk management function will detect and prevent all unauthorized trading and other violations of our risk management policies and procedures, particularly if deception, collusion or other intentional misconduct is involved, and any such violations could adversely affect our business, operations or financial results.

Our business requires the retention and recruitment of a skilled workforce, and difficulties recruiting and retaining our workforce could result in a failure to implement our business plans.

Our operations and management require the retention and recruitment of a skilled workforce, including engineers, technical personnel and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. If we are unable to retain current employees and/or recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased allocated costs to retain and recruit these professionals.



47


Our transformation projects may fail to fully deliver anticipated results.
We launched projects starting in 2016 to transform various processes, capabilities and reporting systems infrastructure to continuously improve effectiveness and efficiency across the organization and are involved in numerous legal proceedings, the outcomessubject to transformation project risk with respect to these projects. Such projects, some of which will continue into 2021 and 2022, including integration initiatives arising out of the merger with Spectra Energy and the amalgamation of EGD and Union Gas, are uncertain,subject to transformation project risk. Transformation project risk is the risk that modernization projects carried out by us and resolutionsour subsidiaries do not fully deliver anticipated results due to insufficiently addressing the risks associated with project execution and change management. This could result in negative financial, operational and reputational impacts.

Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our operational results.
The COVID-19 pandemic and concerns about global economic growth have caused considerable uncertainty in the market for crude oil, natural gas and other commodities, lowering demand forecasts. This, and the changing relationship dynamic among OPEC+ members, has put severe downward pressure on prices early in 2020. The economic climate in Canada, the US and abroad has deteriorated and worldwide demand for petroleum products has diminished. 2020 saw a dramatic decline in the price of crude oil, natural gas and NGL and other commodities whose prices are highly correlated to us couldcrude oil. The West Texas Intermediate benchmark prices for crude oil had been trading around US$60 per barrel in December 2019 and fell to as low as US$14 per barrel in March 2020 and into a negative value on April 20, 2020. Crude oil prices started to recover in the second and third quarters of 2020, with West Texas Intermediate benchmark prices reaching over US$40 primarily due to the announcement of crude oil productions cuts in April 2020 and June 2020. The West Texas Intermediate benchmark finished the year at US$48.35 per barrel.

With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the Competitive Tolling Settlement on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues and earnings. The current commodity price environment has impacted both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines. This has led to a year-over-year reduction in Mainline System utilization of 80 kbpd in 2020.

While reduced demand has impacted throughput and revenue on the Mainline System, the financial results.

Weimpact of reduced throughput on our upstream regional pipelines and our downstream market extension pipelines is largely mitigated by the presence of take-or-pay contracts. The financial impact is also mitigated through cost-of-service arrangements with credit-worthy counterparties or parties that are subjectnot investment grade but have instead provided credit support in the form of letters of credit or other instruments. The existing market conditions are likely to numerous legal proceedings. Litigation is subject tostress the creditworthiness of many uncertainties,of these counterparties and we cannot predictcontinue to evaluate the outcome of individual matters with assurance. It is reasonably possible that the final resolution of some of the matters in whichsituation on an ongoing basis. To date, we are involved could require additional expenditures, in excess of established reserves, over an extended period ofhave not had any counterparty default on its obligations to maintain credit support or pay its tolls under these contracts and, at this time, and inwe do not foresee a range of amounts that could adversely affectmaterial impact to our financial results.


Terrorist attacksShippers also reduced investment in exploration and threats, escalationdevelopment programs in 2020. The decline in oil prices is also causing some sponsors of military activityoil sands development programs to reconsider the timing of previously announced upstream development projects. Cancellation or deferral of these projects would affect longer-term supply growth from the Western Canadian Sedimentary Basin.

With respect to our Gas Transmission and Midstream assets, the low commodity prices have had limited impact on demand for natural gas shipped within our long-haul Gas Transmission assets in response to these attacks or actsthe US and Canada. These assets are comprised of war,primarily cost-of-service and other civil unrest or activism could adversely affect our business, operations or financial results.

Terrorist attacks and threats, escalation of military activity or acts of war, or other civil unrest or activism may have significant effects on general economic conditions,take-or-pay contract arrangements which are not directly impacted by fluctuations in consumer confidencecommodity prices.

48


Within our US Midstream assets, through our investment in DCP Midstream and, spending and market liquidity, each of which could adversely affect our business. Future terrorist attacks, rumors or threats of war, actual conflicts involvingto a lesser extent, the United States, or Canada, or military or trade disruptions may significantly affect our operations and those of our customers. Strategic targets, such as energy related assets, may be at greater risk of future attacks than other targetsAux Sable liquids product plant, we are engaged in the United Statesbusinesses of gathering, treating and Canada. In addition, increased environmental activism against pipeline constructionprocessing natural gas and operation could potentially resultnatural gas liquids. Given the drastic decline in work delays, reduced demand forcommodity prices, DCP Midstream made the decision to decrease its distribution to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby reducing our productscash flows. Aux Sable results were also negatively impacted by these lower commodity prices.

With respect to our Energy Services business, we generate margins by capitalizing on quality, time and services, increased legislation or denial or delay of permits and rights-of-way. Finally, the disruption or a significant increaselocation differentials when opportunities arise. The recent volatility in energycommodity prices could result in government-imposedlimit margin opportunities and impede our ability to cover capacity commitments.

At this point, given the many outstanding questions as to the length and depth of the current low commodity price controls. Itenvironment, the impact on us is uncertain; however, it is possible that any of these occurrences, or a combination of them, could adversely affectit may have an adverse impact on our business operations or financial results.and our results of operations.


Our Liquids Pipelines growth rate and results may be adverselydirectly and indirectly affected by commodity prices.prices and Government policy.

Current oil sands production is very robustThe efforts implemented in 2019 by the Alberta Government to manage supply and is expectedinventories in Western Canada continued at diminishing levels in 2020 as incremental take away capacity was introduced to grow in the futuremarket. This intervention had a negligible impact on the Mainline System throughput, as producers actively improve the competitiveness of their existing projects; however, prolonged low prices negatively impact producers' balance sheetsenough inventory existed to meet refinery customer needs and their ability to invest. Sanctioned projects due to come on stream in the next 24 months are not as sensitive to short-term declines in crude oil prices, as investment commitments have already been made. A protracted long-term outlook for low crude oil prices could result in delay or cancellation of future projects.service our favorable markets. Wide commodity price basis between Western Canada and global tidewater markets have also negatively impacted producer netbacks and margins in the past years that largely resulted from pipeline infrastructure takeaway capacity from producing regions in Western Canada and North Dakota which are operating at capacity. A protracted long-term outlook for low crude oil prices could result in delay or cancellation of future projects.


The tight conventional oil plays of Western Canada and the Bakken region of North Dakota have short cycle break-even time horizons, typically less than 24 months, and high decline rates that can be well managed through active hedging programs and are positioned to react quickly at market signals. Accordingly, during periods of comparatively low prices, drilling programs, unsupported by hedging programs, will be reduced and as such supply growth from tight oil basins may be lower, which may impact volumes on our pipeline systems.


Our Gas Transmission and Midstream results may be adversely affected by commodity price volatility and risks associated with our hedging activities.

Our exposure to commodity price volatility is inherent to part of our natural gas processing activities.US Midstream business. We employ a disciplined hedging program to manage this direct commodity price risk. Because we are not fully hedged, we may be adversely impacted by commodity price exposure on the commodities we receive in-kind as payment for our gathering, processing, treating and transportation services. As a result of our unhedged exposure and the pricing of our hedge positions, a substantial decline in the prices of these commodities could adversely affect our financial results.



Additionally, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows. To the extent that we engage in hedging activities to reduce our commodity price exposure, we likely will be prevented from realizing the full benefits of price increases above the level of the hedges. Our hedging activities can result in substantial losses if hedging arrangements are imperfect or ineffective and our hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. In addition, certain of the financial instruments we use to hedge our commodity risk exposures must be accounted for on a mark-to-market basis. This causes periodic earnings volatility due to fluctuations in commodity prices.


49


Our Energy Services results may be adversely affected by commodity price volatility.

Energy Services generates margin by capitalizing on quality, time and location differentials when opportunities arise. Volatility inLower commodity prices due to changing marketingmarket conditions could limit margin opportunities and impede Energy Services' ability to cover capacity commitments.

We rely on access to short-term and long-term capital markets to finance capital requirements and support liquidity needs, and cost effective access to those markets can be affected, particularly if we or our rated subsidiaries are unable to maintain an investment-grade credit rating.
A significant portion of our consolidated asset base is financed with debt. The maturity and repayment profile of debt used to finance investments often does not correlate to cash flows from assets. Accordingly, we rely on access to both short-term and long-term capital markets as a source of liquidity for capital requirements not satisfied by cash flows from operations and to fund investments originally financed through debt. Our senior unsecured long-term debt is currently rated investment-grade by various rating agencies. If the rating agencies were to rate us or our rated subsidiaries below investment-grade, our borrowing costs would increase, perhaps significantly. Consequently, we would likely be required to pay a higher interest rate in future financings and our potential pool of investors and funding sources could decrease.

We maintain revolving credit facilities to provide back-up for commercial paper programs for borrowings and/or letters of credit at various entities. These facilities typically include financial covenants and failure to maintain these covenants at a particular entity could preclude that entity from issuing commercial paper or letters of credit or borrowing under the revolving credit facility, which could affect cash flows or restrict business. Furthermore, commodity pricesif our short-term debt rating were to be downgraded, access to the commercial paper market could be significantly limited. Although this would not affect our ability to draw under our credit facilities, borrowing costs could be significantly higher.

If we are not able to access capital at competitive rates, our ability to finance operations and implement our strategy may be affected. An inability to access capital may limit our ability to pursue enhancements or acquisitions that we may otherwise rely on for future growth. Any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could increase our need to provide liquidity in the form of capital contributions or loans to such subsidiaries, thus reducing the liquidity and borrowing availability of the consolidated group.

RISKS RELATED TO GOVERNMENT REGULATION AND LEGAL RISKS

Many of our operations are regulated and failure to secure regulatory approval for our proposed projects, or loss of required approvals for our existing operations, could have a negative earnings and cash flow impacts if the cost of the commodity is greater than resale prices achieved by us.

Our risk management policies cannot eliminate all risks. In addition, any non-compliance with our risk management policies could adversely affectimpact on our business, operations or financial results.

The nature and degree of regulation and legislation affecting energy companies in Canada and the US have changed significantly in recent years.

50


In Canada, the passing of the Canadian Energy Regulator Act and the Impact Assessment Act under Bill C-69, which came into force on August 28, 2019, is expected to extend timelines associated with regulatory approvals for new projects which trigger a federal impact assessment. Changes to the British Columbia regulatory framework have also been made, including a new Environmental Assessment Act, which came into force in December 2019, affecting provincially-regulated projects in a similar manner as those that are federally-regulated. Within the US and in Canada, pipelines companies continue to face opposition from anti-pipeline activists, Indigenous and tribal communities, citizens, environmental groups and politicians concerned with either the safety of pipelines or environmental effects. In the US, several federal agencies made changes to regulations that were designed to streamline permitting, including changes that the Environmental Protection Agency made in June 2020 to regulations implementing Section 401 of the Clean Water Act and the July 2020 Council on Environmental Quality revisions to regulations implementing the National Environmental Policy Act. These and many other regulations adopted during the previous US presidential administration are not only being challenged in multiple courts, but have now been expressly targeted for rollback by the new US administration, which is expected to modify or reverse the regulations.

These actions could adversely impact permitting of a wide range of energy projects. We may not be able to obtain or maintain all required regulatory approvals for our operating assets or development projects. If there is a delay in obtaining any required regulatory approvals, if we fail to obtain or comply with them, or if laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs.

Our operations are subject to numerous environmental laws and regulations, including those relating to climate change and GHG emissions, compliance with which may require significant capital expenditures, increase our cost of operations and affect or limit our business plans, or expose us to environmental liabilities.
We use derivative financial instrumentsare subject to managenumerous environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste.

Failure to comply with environmental laws and regulations and failure to secure permits necessary for our operations may result in the risksimposition of fines, penalties and injunctive measures affecting our operating assets. In addition, changes in environmental laws and regulations or the enactment of new environmental laws or regulations, including those related to climate change and GHG emissions, could result in a material increase in our cost of compliance with such laws and regulations, such as costs to monitor and report our emissions and install new emission controls to reduce emissions. We may not be able to include some or all of such increased costs in the rates charged by our pipelines or other facilities. Efforts to regulate or restrict GHG emissions could also drive down demand for the products we transport.

We may not be able to obtain or maintain all required environmental regulatory approvals and permits for our operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals or permits, if we fail to obtain or comply with them, or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. We expect that costs we incur to comply with environmental regulations in the future may have a significant effect on our earnings and cash flows.

In November 2020, we set new ESG goals for the future, including with respect to GHG emissions reduction. Our ability to achieve these goals depends on many factors, including our ability to reduce emissions from our operations through modernization and innovation, reduce the emissions intensity of the electricity we buy, invest in renewables and low carbon energy and balance residual emissions through carbon offset credits. The cost associated with movementsour GHG emissions reduction goals could be significant. Failure to achieve our emissions targets could result in foreign exchange rates, interest rates, commodity pricesreputational harm, changing investor sentiment regarding investment in Enbridge or a negative impact on access to and our share pricecost of capital.

51


Our operations are subject to reduce volatilityoperational regulation and other requirements, including compliance with easements and other land tenure documents, and failure to our cash flows. Basedcomply with applicable regulations and other requirements could have a negative impact on our risk management policies, allreputation, business, operations or financial results.
Operational risks relate to compliance with applicable operational rules and regulations mandated by governments, applicable regulatory authorities, or other requirements that may be found in easements or other agreements that provide a legal basis for our operations, breaches of our derivative financial instruments are associated withwhich could result in fines, penalties, awards of damages, operating restrictions (including shutdown of lines) and an underlying asset, liability and/or forecasted transaction.overall increase in operating and compliance costs. We do not enter into transactionsown all of the land on which our pipelines, facilities and other assets are located and we obtain the rights to construct and operate our pipelines and other assets from third parties or government entities. In addition, some of our pipelines, facilities and other assets cross Indigenous lands pursuant to rights-of-way or other land tenure interests. Our loss of these rights could have an adverse effect on our reputation, operations and financial results. Scrutiny over the integrity of our assets and operations has the potential to increase operating costs or limit future projects. Potential regulatory changes and legal challenges could have an impact on our future earnings from existing operations and the cost related to the construction of new projects. Regulators' future actions may differ from current expectations, or future legislative changes may impact the regulatory environments in which we operate. While we seek to mitigate operational regulation risk by actively monitoring and consulting on potential regulatory requirement changes with the objective of speculating on commodity pricesrespective regulators directly, or interest rates. These policies cannot, however, eliminate all risk of unauthorized tradingthrough industry associations, and other speculative activity. Although this activity is monitored independently by our risk management function,developing response plans to regulatory changes or enforcement actions, such mitigation efforts may be ineffective or insufficient. While we remain exposed tobelieve the risk of non-compliance with our risk management policies. We can provide no assurance that our risk management function will detectsafe and prevent all unauthorized trading and other violationsreliable operation of our assets and adherence to existing regulations is the best approach to managing operational regulatory risk, management policies and procedures, particularly if deception, collusionthe potential remains for regulators or other intentional misconduct is involved,government officials to make unilateral decisions that could disrupt our operations or have an adverse financial impact on us.

Our operations are subject to economic regulation and any such violationsfailure to secure regulatory approval for our proposed or existing commercial arrangements could adversely affecthave a negative impact on our business, operations or financial results.

Our liquids pipelines face economic regulatory risk, the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements. We believe that economic regulatory risk is reduced through the negotiation of long-term agreements with shippers that govern the majority of our liquids pipelines assets. However, there remains a risk that a regulator could modify significantly its own long-standing policies for rate making as well as overturn long-term agreements that we have entered into with shippers.
The effects
We could be subject to changes in our tax rates, the adoption of United States Government policies on trade relations betweennew US, Canadian or international tax legislation or exposure to additional tax liabilities.
We are subject to taxes in the US, Canada and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the United States are uncertain.

The United States Government has continued interestmix of earnings in renegotiatingcountries with differing statutory tax rates, changes in the valuation of deferred tax assets and alteringliabilities, or changes in tax laws or their interpretation, including in particular the North American Free Trade Agreement (NAFTA)US with a new presidential administration and in Canada and Mexico. NAFTA provides protection against tariffs, dutiesother foreign jurisdictions in which we operate.

We are also subject to the examination of our tax returns and other charges or fees and assures accesstax matters by the signatories. The NAFTA negotiations have introduced a levelUS Internal Revenue Service, the Canada Revenue Agency and other tax authorities and governmental bodies. We regularly assess the likelihood of uncertaintyan adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, particularly in the energy markets. TheUS or Canada, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition and operating results could be materially adversely affected.

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We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolutions adverse to us could adversely affect our financial results.
We are subject to numerous legal proceedings. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with assurance. It is reasonably possible that the NAFTA negotiations could result in new rules or its collapse which may be disruptive to energy markets, and could jeopardize our ability to remain competitive and have a significant impact on us.

The effectfinal resolution of comprehensive United States tax reform legislation on us, whether adverse or favorable, is uncertain.

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and Vsome of the concurrent resolution on the budgetmatters in which we are involved could require additional expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that could adversely affect our financial results. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for fiscal year 2018” (informally titled the Tax Cuts and Jobs Act). The effecta discussion of the Tax Cuts and Jobs Act on us, our subsidiaries and our shareholders, whether adverse or favorable, is uncertain, but will become more clear as additional guidance is issued.legal proceedings.



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES


Descriptions of our properties and maps depicting the locations of our liquids and natural gas systems are included in Item 1. Business.


In general, our systems are located on land owned by others and are operated under easements and rights-of-way, licenses, leases or permits that have been granted by private land owners,land-owners, First Nations, Native American Tribes, public authorities, railways or public utilities. Our liquids systems have pumping stations, tanks, terminals and certain other facilities that are located on land that is owned by us and/or used by us under easements, licenses, leases or permits. Additionally, our natural gas systems have natural gas compressor stations, processing plants and treating plants, the vast majority of which are located on land that is owned by us, with the remainder used by us under easements, leases or permits.


Titles to our properties acquired in our liquids and natural gas systems are subject to encumbrances in some cases. We believe that none of these burdens should materially detract from the value of these properties or materially interfere with their use in the operation of our business.


ITEM 3. LEGAL PROCEEDINGS


We are involved in various legal and administrative proceedings and litigation arising in the ordinary course of business. The outcome of these matters is not predictable at this time. However, we believe that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, results of operations or cash flows in future periods. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updatesfor discussion of other legal proceedings.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.

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PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock
Our common stock is traded on the TSX and NYSE under the symbol “ENB.” As at January 31, 2018,February 5, 2021, there were approximately 96,1072,025,495,603 holders of record of our common stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Common Stock Data by Quarter
The following table indicates the intra-day high and low prices of our common stock on the TSX (in Canadian dollars):
  Stock Price Range 
2017Q1
Q2
Q3
Q4
High$58.28
57.75
53.00
52.59
Low 53.87
49.61
48.98
43.91
      
2016     
High$51.31
55.05
59.19
59.18
Low 40.03
48.73
50.76
53.91
The following table indicates the intra-day high and low prices of our common stock on the NYSE (in U.S. dollars):
  Stock Price Range 
2017Q1
Q2
Q3
Q4
HighUS$44.52
42.92
42.31
42.10
Low 40.25
37.37
39.01
34.39
      
2016     
HighUS$39.40
43.39
45.77
45.09
Low 27.43
37.02
38.58
39.70

Dividends
The following table indicates the dividends paid per common share (in Canadian dollars):
 2017
2016
Q10.583
0.530
Q20.610
0.530
Q30.610
0.530
Q40.610
0.530
Consistent with our objective of delivering annual cash dividend increases, we announced a quarterly dividend of $0.671 per common share payable on March 1, 2018, which represents a 10 percent increase from the prior quarterly rate. We expect to continue our policy of paying regular cash dividends. The declaration and payment of dividends are subject to the sole discretion of our Board of Directors and will depend upon many factors, including the financial condition, earnings and capital requirements of our operating subsidiaries, covenants associated with certain debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our Board of Directors.


Securities Authorized for Issuance Under Equity Compensation Plans
InformationThe information required by this Item will be contained in response to this item is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed with the SEC relating to our 2018 annual meeting of shareholders.no later than 120 days after December 31, 2020.

Recent Sales of Unregistered Equity Securities
On November 29, 2017, we entered into a private placement for common shares with three institutional investors. The issuance price was $44.84, with gross proceeds of $1.5 billion. We issued 33,456,003 common shares in reliance on Rule 506(b) of Regulation S. The proceeds were used to pay down short-term indebtedness pending reinvestment in capital projects.None.

On December 11, 2017, we issued 20,000,000 of Series 19 Preference Shares in Canada pursuant to a prospectus supplement to our Canadian base shelf prospectus in reliance on Regulation S. Please refer to Item 7 - Outstanding Share Data for further discussion of the transaction.
Issuer Purchases of Equity Securities
None.


Stock Performance GraphTotal Shareholder Return
The following graph reflects the comparative changes in the value from January 1, 20132016 through December 31, 20172020 of $100 invested in (1) Enbridge Inc.’s common shares traded on the TSX, (2) the S&P/TSX Composite index, and (3) the S&P 500 index, (4) our US peer group index(comprising CNP, D, DTE, DUK, EPD, ET, KMI, MMP, NEE, NI, OKE, PAA, PCG, SO, SRE and WMB) and (5) our Canadian peer group (comprising CU, FTS, IPL, PPL TRP, D, DTE, ETE, EPD, KMI, MMP, NI, OKE, PCG, PAA, SRE and WMB)TRP). The amounts included in the table were calculated assuming the reinvestment of dividends at the time dividends were paid.


enb-20201231_g6.jpg

54


 
January 1,
2013
December 31,
 2013
2014
2015
2016
2017
Enbridge Inc.100.00
110.93
146.76
116.80
149.53
136.37
S&P/ TSX Composite100.00
112.99
124.92
114.53
138.67
151.28
Peer Group1
100.00
126.35
158.17
121.45
158.82
163.06
 January 1,
2016
December 31,
 20162017201820192020
Enbridge Inc.100.00 127.97 116.65 107.20 138.65 117.59 
S&P/TSX Composite100.00 121.08 132.09 120.36 147.89 156.17 
S&P 500 Index100.00 111.96 136.40 130.42 171.49 203.04 
US Peers1
100.00 133.50 136.67 131.82 162.50 137.15 
Canadian Peers100.00 132.07 140.85 126.30 164.43 127.61 
1 For the purpose of the graph, it was assumed that CAD:USD conversion ratio remained at 1:1 for the years presented.

55


ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data.to fully understand factors that may affect the comparability of the information presented below.
Years Ended December 31,
20202019201820172016
(millions of Canadian dollars, except per share amounts)
Consolidated Statements of Earnings
Operating revenues$39,087 $50,069 $46,378 $44,378 $34,560 
Operating income7,957 8,260 4,816 1,571 2,581 
Earnings3,416 5,827 3,333 3,266 2,309 
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)(407)(240)
Earnings attributable to controlling interests3,363 5,705 2,882 2,859 2,069 
Earnings attributable to common shareholders2,983 5,322 2,515 2,529 1,776 
Common Share Data
Earnings per common share
Basic1.48 2.64 1.46 1.66 1.95 
Diluted1.48 2.63 1.46 1.65 1.93 
Dividends paid per common share3.24 2.95 2.68 2.41 2.12 
 December 31,
 20202019201820172016
(millions of Canadian dollars)
Consolidated Statements of Financial Position
Total assets$160,276 $163,157 $166,905 $162,093 $85,209 
Long-term debt62,819 59,661 60,327 60,865 36,494 

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 Years Ended December 31,
 
20171

20161

20151

2014
2013
(millions of Canadian dollars, except per share amounts) 


 
Consolidated Statements of Earnings     
Operating revenues
$44,378
$34,560
$33,794
$37,641
$32,918
Operating income1,571
2,581
1,862
3,200
1,365
Earnings/(loss) from continuing operations3,266
2,309
(159)1,562
490
(Earnings)/loss attributable to noncontrolling interests and redeemable noncontrolling interests

(407)(240)410
(203)135
Earnings attributable to controlling interests2,859
2,069
251
1,405
629
Earnings/(loss) attributable to common shareholders2,529
1,776
(37)1,154
446
Common Stock Data     
Earnings/(loss) per common share     
Basic1.66
1.95
(0.04)1.39
0.55
Diluted1.65
1.93
(0.04)1.37
0.55
Dividends paid per common share2.41
2.12
1.86
1.40
1.26


 December 31,
 
20171

20161

20151

2014
2013
(millions of Canadian dollars) 


 
Consolidated Statements of Financial Position     
Total assets2
$162,093
$85,209
$84,154
$72,280
$57,196
Long-term debt including capital leases, less current portion60,865
36,494
39,391
33,423
22,357
1Our Consolidated Statements of Earnings and Consolidated Statements of Financial Position data reflect the following acquisitions, dispositions and impairment:
2017 - Spectra Merger Transaction, acquisition of public interest in Midcoast Energy Partners, L.P. and other impairment
2016 - Sandpiper Project impairment, gain on disposition of South Prairie Region assets, Tupper Plants acquisition and other
2015 - Goodwill impairment
2We combined Cash and cash equivalents and other amounts previously presented as Bank indebtedness where the corresponding bank accounts are subject to pooling arrangements.




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONSCONDITION AND RESULTS OF OPERATIONS


INTRODUCTION


The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with "Forward-Looking Information", Part I. Item 1A. Risk Factors and our consolidated financial statements and the accompanying notes included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.


We are a Canadian companyThis section of our Annual Report on Form 10-K discusses 2020 and a North American leader in delivering energy. As a transporter2019 items and year-over-year comparisons between 2020 and 2019. For discussion of energy, we operate, in Canada2018 items and the United States, the world’s longest crude oilyear-over-year comparisons between 2019 and liquids transportation system. Following the combination2018, refer to Part II. Item 7. Management's Discussion and Analysis of EnbridgeFinancial Condition and Spectra Energy Corp. (Spectra Energy) through a stock-for-stock merger transaction on February 27, 2017 (the Merger Transaction), we are also a leader in the natural gas transmission and midstream business moving approximately 20%Results of all natural gas in the United States, serving key supply basins and markets. As a distributorOperations of energy, we own and operate Canada’s largest natural gas distribution company and provide distribution services in Ontario, Quebec and New Brunswick. As a generator of energy, we have interests in approximately 3,500 megawatts (MW) (2,500 MW net) of renewable and alternative energy generating capacity which is operating, secured or under construction, and we continue to expand our interests in wind, solar and geothermal power.
DOMESTIC ISSUER REPORTING REQUIREMENTS

Effective January 1, 2018, we began to comply with the Securities and Exchange Commission reporting requirements applicable to United States domestic issuers and, accordingly, we are filing our annual reportAnnual Report on Form 10-K for the year ended December 31, 2019.

RECENT DEVELOPMENTS

COVID-19 PANDEMIC, REDUCED CRUDE OIL DEMAND AND COMMODITY PRICES

The COVID-19 pandemic and the emergency response measures enacted by governments in Canada, the US and around the world, have caused material disruption to many businesses resulting in a severe slow down in Canadian, US and global economies, leading to increased volatility in financial and commodity markets worldwide and demand reduction for certain commodities.     

We took proactive measures to deliver energy safely and reliably during the COVID-19 pandemic. We activated our crisis management team to focus on a number of priorities, including: (i) the health and safety of our employees and the public; (ii) operational reliability for our customers and markets; (iii) identification of essential personnel and procedures; and (iv) extensive stakeholder communication and outreach including updates to our Board of Directors. We are following recommendations from public health authorities and medical experts and have taken steps to help prevent our employees’ exposure to the spread of COVID-19, including, where practical, work-at-home plans enacted in March 2020 and the implementation of business continuity plans to enable the integrity of our operations and protect the health of our employees in pipeline control functions and service centers, our field representatives and other essential functions.

With respect to the safe operation of our facilities, we continue to employ all safety processes and procedures in the normal course. Our business continuity plans are designed to enable us to manage operational developments related to COVID-19 as they unfold. We provide an essential service across North America. Our customers, and the communities where we operate, depend on us to safely and reliably provide the energy they need to heat their homes and fuel their lives.

The COVID-19 pandemic has had a deep impact in the communities in which we operate. We are providing support in our communities by advancing funds to respond and provide relief to those who are most vulnerable. Our teams in our operating regions are working closely with our nonprofit community partners, our closest Indigenous and Tribal neighbors and local governments to identify where resources are needed most.

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The COVID-19 pandemic has negatively impacted crude oil demand and increased commodity price volatility, which together present potential new or elevated risks to our business. In late March, we began to see impacts both on the supply of, and demand for, crude oil and other liquid hydrocarbons transported on our pipelines. Several shippers on our crude oil pipelines responded to significantly lower demand caused by the COVID-19 pandemic, declining storage availability and refinery utilization, and commodity price declines by reducing volumes beginning in the second quarter of 2020. In the third and fourth quarters of 2020, Mainline System volumes began to recover as fourth quarter volumes increased by approximately 200 thousand barrels per day (kbpd) when compared with significantly reduced volumes in the second quarter of 2020. Year-over-year, Mainline System throughput only decreased by approximately 80 kbpd. We anticipate a return to full utilization in 2021 as economic activity gradually resumes in North America. This view is supported by our expectation that the refineries operating in our core Mainline System markets (i.e. the US Midwest, Eastern Canada and the US Gulf Coast) will continue to experience higher utilization rates given their scale, complexity and cost competitiveness. For every 100 kbpd increase or decrease in volumes on our Mainline System, our revenues, net of power savings, are expected to increase or decline by approximately $35 million per quarter.

In our US Midstream business, our equity affiliate DCP Midstream, LP, responded to the drastic decline in commodity prices by decreasing their distributions to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby modestly reducing our cash flows. As a further outcome of the drastic commodity price decline, we recorded a $1.7 billion impairment on our equity method investment in DCP Midstream in the first quarter of 2020, based on the decline in the market price of DCP Midstream, LP publicly-traded units as at March 31, 2020.

In addition, these circumstances have led to the deterioration of the credit profiles of some of our customers and suppliers. There have been no material defaults by customers or suppliers to date, however, we will continue to monitor this risk and take credit risk mitigating actions as appropriate.
The situation around the COVID-19 pandemic, reduced crude oil demand and reduced commodity prices is evolving and our assessment of risks is included in Part I. Item 1A. Risk Factors.

While the length and depth of the current energy demand reduction and its impact is challenging to estimate at this time, we have completed several actions to further strengthen our resiliency and position for the future, while assuring that the safety and reliability of our operations remains our first priority. We took actions to reduce operating costs by approximately $300 million in 2020, including reductions to employee, management and Board of Director compensation, a voluntary workforce reduction program, as well as supply chain savings. We have also executed approximately $400 million of asset sales and increased our available liquidity to approximately $13 billion. We experienced a natural slowing of 2020 capital spending in light of COVID-19 and the health and safety measures put into place by federal and regional governments. In addition, we believe that the following factors further demonstrate the resiliency of our low-risk business model:

Our assets are highly contracted and commercially underpinned by long-term take-or-pay and cost-of-service agreements;
Approximately 95% of our customer exposure is investment grade, investment grade equivalent or non-investment grade 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 regular periodic reports under both Canadianby different customer groups;
A strong financial position with approximately $13 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.

58


We will continue to actively monitor our business environment and may take further actions that we determine are in the best interests of Enbridge, our employees, customers, partners and stakeholders, or as required by federal, state or provincial authorities. At this time, given the many outstanding questions as to the length and depth of the COVID-19 pandemic and the current sustained low commodity price environment, the long term impact on us is uncertain; however, it is possible that they continue to have an adverse impact on our business and results of operations.

UNITED STATES LINE 3 REPLACEMENT PROGRAM UNDER CONSTRUCTION

The United States law thereafter.Line 3 Replacement Program (US L3R Program) is now under construction in Minnesota after receiving all necessary permits and approvals. The US L3R Program is a critical integrity project that will enhance the continued safe and reliable operations of our Mainline System well into the future, reflecting our long-standing commitment to protecting the environment.


For further details refer to Growth Projects - Liquids Pipelines - United States Line 3 Replacement Program.
MERGER WITH SPECTRA ENERGY

MAINLINE SYSTEM CONTRACTING

On December 19, 2019, we submitted an application to the Canada Energy Regulator (CER) to implement contracting on our Mainline System. The application for contracted and uncommitted service included the associated terms, conditions and tolls of each service, which would be offered in an open season following approval by the CER.

On February 27, 2017, we24, 2020, the CER issued a Notice of Public Hearing which outlined the process for participation in the hearing and identified a list of issues for discussion in the proceeding. In March 2020, letters were filed with the CER by a group of potential intervenors that requested the CER delay setting hearing dates associated with our Mainline System contract filing. Subsequently, the CER issued a letter requesting comments on the potential delay of proceedings.

We filed our response with the CER on May 1, 2020, and on May 19, 2020, the CER announced that the closingregulatory process for our proposal to offer contracted transportation service on our Mainline System will proceed in a single phase hearing process that balances the need to address COVID-19 pandemic related challenges and the CER's mandate to adjudicate in an appropriately expeditious manner.

We are currently in the midst of the Merger Transaction.regulatory process and expect an oral hearing to occur sometime after April 2021, but a hearing date has not yet been set. If a replacement agreement is not in place by June 30, 2021, the Competitive Tolling Settlement provides for tolls to continue on an interim basis.


Under
GAS TRANSMISSION AND MIDSTREAM RATE PROCEEDINGS

Texas Eastern
On February 25, 2020, Texas Eastern Transmission, L.P. (Texas Eastern) received approval from the termsFederal Energy Regulatory Commission (FERC) of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020.

Algonquin
On July 2, 2020, Algonquin Gas Transmission, LLC (Algonquin) received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020.

59


BC Pipeline
In July 2020, the 2020-2021 rate settlement agreement with Westcoast Energy Inc.’s (Westcoast) British Columbia (BC) Pipeline shippers was approved by the CER. Following approval of the Merger Transaction, Spectra Energy shareholderssettlement, Westcoast applied and received 0.984 shares of Enbridge for each share of Spectra Energy common stock they held. Upon closing of the Merger Transaction, Enbridge shareholders owned approximately 57% of the combined company and Spectra Energy shareholders owned approximately 43%.

Spectra Energy, which we now wholly-own, is one of North America’s leading natural gas delivery companies owning and operating a large, diversified and complementary portfolio of gas transmission, midstream gathering and processing and distribution assets. Spectra Energy also owns and operates a crude oil pipelinesystem that connects Canadian and United States producers to refineries in the United States Rocky Mountain and Midwest regions.Our combination with Spectra Energy has created the largest energy infrastructure company in North America with an extensive portfolio of energy assets that are well positioned to serve key supply basins and end use markets and multiple business platforms through which to drive future growth.

A more detailed description of each of the businesses and underlying assets acquired through the Merger Transaction is provided under Part I. Item 1. Business.The results of operations from assets acquired through the Merger Transaction are included in our financial statements and in this management's discussion and analysis (MD&A) on a prospective basisapproval from the closing date ofCER on August 12, 2020 for the Merger Transaction.


Subsequent to the completion of the Merger Transaction, our activities continueinterim tolls to be carried out through five business segments: Liquids Pipelines; Gas Transmission and Midstream (previously known as Gas Pipelines and Processing); Gas Distribution; Green Power and Transmission; and Energy Services. Effective February 27, 2017, as a result ofmade final, including the Merger Transaction:
Liquids Pipelines also includes resultsinterim tolls from the operation of the Express-Platte System;
Gas Transmission and Midstream also includes Spectra Energy’s United States Storage and Transmission Assets, Canadian Pipeline & Field Services, Canadian Gas Transmission and Midstream and Maritimes & Northeast U.S. and Canada businesses,January 1, 2020 to March 31, 2020 as well as the resultsrevised interim tolls in effect as at April 1, 2020.

East Tennessee
East Tennessee Natural Gas, LLC filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020.

Maritimes & Northeast Pipeline
The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we will await FERC approval.

Alliance Pipeline
The US portion of Alliance Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval.

GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS

2020 Rate Application
Enbridge Gas's rate applications are filed in two phases. As part of an Ontario Energy Board (OEB) Decision and Order issued in December 2019, Phase 1 of the Company’s 50% interest in DCP Midstream, LLC (DCP Midstream); and
Gas Distribution also includes results fromapplication for 2020 rates, exclusive of funding for 2020 discrete incremental capital investments requested through the operation of Union Gas Limited (Union Gas).

UNITED STATES TAX REFORM

On December 22, 2017, the United States enacted the “Tax Cuts and Jobs Act” (TCJA). Substantially allincremental capital module (ICM) mechanism, was approved effective January 1, 2020. Through a subsequent OEB Rate Order issued on June 11, 2020, Phase 2 of the provisionsapplication for 2020 rates, inclusive of requested 2020 ICM amounts, was approved effective October 1, 2020, and interim rates in effect from January 1, 2020 through September 30, 2020 were made final. The 2020 rate application, which represented the second year of a five-year term, was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap Incentive Regulation (IR) rate setting mechanism.

2021 Rate Application
On June 30, 2020, Enbridge Gas filed Phase 1 of an application with the OEB for the setting of rates for 2021. The 2021 rate application was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap IR rate setting mechanism and represents the third year of a five-year term. On October 6, 2020, Enbridge Gas filed a Phase 1 Settlement Proposal and draft Interim Rate Orders with the OEB, which were approved, on an interim basis effective January 1, 2021, on November 6, 2020. Phase 2 of the application addressing 2021 ICM funding requirements was filed on October 15, 2020.

FINANCING UPDATE

On February 20, 2020, we raised US$750 million of two-year floating rate notes in the TCJA are effective for taxation years beginning after December 31, 2017. The TCJA includes significant changes to the Internal Revenue CodeUS debt capital markets and on April 1, 2020, Enbridge Gas completed a $1.2 billion dual tranche offering of 1986 (as amended, the Code), including amendments which significantly change the taxation of individuals10-year and business entities, and includes specific provisions related to regulated public utilities which includes our various regulated gas pipeline businesses.The most significant changes that impact us, included30-year notes in the TCJA, are reductionsCanadian debt capital markets. On May 12, 2020, we raised $1.3 billion with a dual tranche offering of 5-year and 7-year notes in the corporate federal income tax rate from 35% to 21%, and several technical provisions including, among others, a onetime deemed repatriation or “toll” tax on undistributed earnings and profitsCanadian debt capital markets. On July 8, 2020, we raised an additional US$1.0 billion of US controlled foreign affiliates, including Canadian subsidiaries. The specific provisions related to regulated public utilities60-year hybrid subordinated notes in the TCJA generally allow for the continued deductibility of interest expense, the elimination of full expensing for tax purposes of certain property acquired after September 27, 2017, and the continuance of certain rate normalization requirements for accelerated depreciation benefits. For other operations, immediate full expensing ofUS debt capital expenditures placed into service after September 27, 2017 and before January 1, 2023 (before January 1, 2024 for qualified long production period property) will be available under the TCJA. Inversely to the regulated public utility operations, interest deductions will be more restrictive for other operations as existing interest expense limitations are broadened to apply to all interest paid and the allowable deduction is reduced from 50% to 30% of adjusted taxable income.

Changes in the Code from the TCJA had a material impact on our consolidated financial statements as at and for the year ended December 31, 2017. Under generally accepted accounting principles in the United States of America (U.S. GAAP), the tax effects of changes in tax laws must be recognized in the period in which the law is enacted, or December 22, 2017 for the TCJA. Thus, at the date of enactment, our deferred tax liability was re-measured based upon the new tax rate. For some of our gas pipeline entities with regulated cost of service rate mechanisms, the change in the deferred tax liability is offset by a regulatory liability. In the event of a future rate case, and subject to further regulatory guidance, we anticipate that the regulatory liability may be required to be amortized over the remaining useful life of the affected assets and would be one of many factors to be considered in establishing go forward rates. For all other operations, the change in the deferred tax liability is recorded as an adjustment to our deferred tax provision.

While certain elements of the TCJA require clarification through more detailed regulation or interpretive guidance, based on the information and guidance available and our analysis (including computations of income tax effects) completed to date, at this time, we do not expect that the TCJA will have a material economic impact on us going forward.

For additional information, refer to Item 8. Financial Statements and Supplementary Data - Note 24. Income Taxes.



UNITED STATES SPONSORED VEHICLE STRATEGY

In 2017, we continued the ongoing evaluation of our investment in our United States sponsored vehicles, and alternatives to such investment, and we completed or announced certain strategic reviews and transactions. We intend to review our United States sponsored vehicle strategy on a continuing basis. From time to time, we may formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the board of directors of the sponsored vehicles or other third parties. These plans or proposals may, subject to price,markets. Through these capital market and general economic and fiscal conditions and other factors, include potential consolidations, acquisition or sale of assets or securities, changes to capital structure or other transactions.

On April 28, 2017, we announced the completion of a strategic review of Enbridge Energy Partners, L.P. (EEP). The following actions, together with the measures announced in January 2017 and disclosed in our 2016 annual MD&A, have been taken to date to enhance EEP’s value proposition to its unitholders and to us:

Acquisition of Midcoast Assets and Privatization of Midcoast Energy Partners, L.P.
On April 27, 2017,activities, we completed our previously-announced merger through which2020 debt funding plan and strengthened our financial position.

60


In February 2020, we privatized Midcoast Energy Partners, L.P. (MEP)closed three new non-revolving credit facilities totaling US$1.5 billion and on March 31, 2020, we established a new syndicated one-year revolving credit facility in the amount of $1.7 billion. On April 9, 2020, we increased the amount of our new revolving facility by acquiring allan additional $1.3 billion, bringing the total amount to $3.0 billion, significantly enhancing our available liquidity.

In July 2020, we extended approximately $10.0 billion of the outstanding publicly-held common unitsour 364 day extendible credit facilities to July 2022, inclusive of MEP, through a wholly-owned subsidiary, for total consideration of approximately US$170 million.one-year term out provision.


On June 28, 2017, throughOctober 1, 2020, we completed a wholly-owned subsidiary,private placement of US$300 million 20-year senior notes for Texas Eastern and early redeemed US$300 million senior notes originally due December 2020.

On February 10, 2021, we acquired allentered into a three year, sustainability linked credit facility for $1.0 billion with a syndicate of EEP’s interest in the MEP gas gathering and processing business for cash consideration of US$1.3 billion plus existing indebtedness of MEP of US$953 million.

lenders. As a result of the above transactions,sustainability linked credit facility and other financing activities completed in 2020, our resilient cash flows and our current liquidity position, we now own 100%concurrently cancelled a one year, revolving, syndicated credit facility for $3.0 billion, ahead of its scheduled March 2021 maturity.

These financing activities, in combination with the MEP gas gatheringasset monetization activities noted below, provide significant liquidity and processing business.

Finalization of Bakken Pipeline System Joint Funding Agreement
On February 15, 2017, EEP acquired an effective 27.6% interest in the Dakota Access and Energy Transfer Crude Oil Pipelines (collectively, the Bakken Pipeline System). On April 27, 2017, we entered into a joint funding arrangement with EEP whereby we own 75% and EEP owns 25% of the combined 27.6% effective interest in the Bakken Pipeline System (our jointly held interest). Under this arrangement, EEP has retained a five-year option to acquire fromexpect will enable us an additional 20% interest of the jointly held interest. On finalization of this joint funding arrangement, EEP repaid the outstanding balance on its US$1.5 billion credit agreement with us, which it had drawn upon to fund our current portfolio of capital projects without requiring access to the initial purchase.capital markets through 2021 if market access is restricted or pricing is unattractive. Refer to Liquidity and Capital Resources.


EEP Strategic Restructuring Actions
On April 27, 2017, EEP redeemed all of its outstanding Series 1 Preferred Units held by us at face value of US$1.2 billion through the issuance of 64.3 million Class A common units to us. Further, we irrevocably waived all of our rights associated with our ownership of 66.1 million Class D units and 1,000 Incentive Distribution Units (IDUs) of EEP, in exchange for the issuance of 1,000 Class F units. The Class F units are entitled to (i) 13% of all distributions in excess of US$0.295 per EEP unit, but equal to or less than US$0.35 per EEP unit, and (ii) 23% of all distributions in excess of US$0.35 per EEP unit. The irrevocable waiver was effective with respect to distributions declared with a record date after April 27, 2017. In connection with these strategic restructuring actions, EEP reduced its quarterly distribution from US$0.583 per unit to US$0.35 per unit.

The irrevocable waiver of the Class D units and IDUs, the redemption of the Series 1 Preferred Units and the reduction in the quarterly distributions will result in a lower contribution of earnings from EEP. This lower contribution will be partially offset by an increased contribution of earnings as a result of our increased ownership in the Class A common units post restructuring.


Restructuring of SEP Incentive Distribution Rights
On January 22, 2018, Enbridge and Spectra Energy Partners, LP (SEP) announced the execution of a definitive agreement, resulting in us converting all of our incentive distribution rights (IDRs) and general partner economic interests in SEP into172.5 million newly issued SEP common units. As part of the transaction, all of the IDRs have been eliminated. We now hold a non-economic general partner interest in SEP and own approximately 403 million of SEP common units, representing approximately 83% of SEP's outstanding common units.

ASSET MONETIZATION


In conjunction with the announcement of the Merger Transaction in September 2016, we announced our intention to divest $2 billion of assets over the ensuing 12 months in order to further strengthen our post-combination balance sheetOzark Gas Transmission and enhance the financial flexibility of the combined entity.With the completion of the Secondary Offering noted below, the Ozark pipeline system sale, the Olympic refined products pipeline sale and other divestitures completed in 2016 and previously disclosed, we exceeded the $2 billion monetization target established on announcement of the Merger Transaction.

Gas Gathering
On April 18, 2017, Enbridge Income Fund Holdings Inc. (ENF) completed a secondary offering1, 2020, we closed the sale of 17,347,750 ENF common sharesour Ozark assets for cash proceeds of approximately $63 million.

Montana-Alberta Tie Line
On May 1, 2020, we closed the sale of our Montana-Alberta Tie-Line (MATL) transmission assets for cash proceeds of approximately $189 million.

Éolien Maritime France SAS
On May 1, 2020, we executed agreements to sell 49% of an entity that holds our 50% interest in Éolien Maritime France SAS (EMF) to the public at a priceCanada Pension Plan Investment Board (CPP Investments) for initial proceeds in excess of $33.15 per$100 million. CPP Investments will fund their 49% share for gross proceeds to us of approximately $0.6 billion (the Secondary Offering). To effect the Secondary Offering, we exchanged 21,657,617 Enbridge Income Fund (Fund) units we owned for an equivalent amount of ENF common shares. In order to maintain our 19.9% ownership interest in ENF, we retained 4,309,867all ongoing future development capital. Closing of the common shares we receivedtransaction is subject to customary regulatory approvals and is expected to occur in the exchange, and sold the balance to the public through the Secondary Offering. We used the proceeds from the Secondary Offering to pay down short-term debt, pending reinvestment in our growing portfoliofirst half of secured projects. Upon closing of the Secondary Offering, our total economic interest in ENF decreased from 86.9% to 84.6%.

On November 29, 2017, we finalized our 2018-2020 Strategic Plan and announced that we have identified a further $10 billion of non-core assets, of which a minimum of $3 billion we intend to sell or monetize in 2018. As a result of the announcement, we are in the process of selling certain assets within the US Midstream business of our Gas Transmission and Midstream segment.2021. Refer to Item 8. Financial Statements and Supplementary Data - Note 7. Acquisitions and Dispositions.

ALBERTA CLIPPER (LINE 67) PRESIDENTIAL PERMIT
On October 16, 2017, we received a Presidential permit for Line 67, following a nearly five-year process of review. Line 67 currently operates under an existing Presidential permit that was issued by the State Department in 2009 and the 2017 Presidential permit authorizes us to fully utilize Line 67's capacity across the United States/Canada border.

Line 67 is a key component of our mainline system, which United States refineries rely on to provide vital products to consumers across the Midwest United States.

For additional information on Line 67, refer to Growth Projects - Commercially Secured Projects - Liquids Pipelines - Lakehead System Mainline Expansion.Renewable Power Generation.



TEXAS EASTERN PIPELINE RETURN-TO-SERVICE


CANADIAN RESTRUCTURING PLANOn May 4, 2020, a rupture occurred on Line 10, a 30-inch natural gas pipeline that makes up part of the Texas Eastern natural gas pipeline system in Fleming County, Kentucky. There were no reported injuries or damaged structures as a result of the rupture.


Effective September 1, 2015, under an agreement withIn 2020, we undertook a comprehensive integrity program to ensure continued safe and reliable service. During the Fundprogram, we reduced operating pressure across the Texas Eastern system to enable necessary integrity work to be completed. In the fourth quarter of 2020, we lifted the pressure restrictions and ENF, Enbridge transferred its Canadian Liquids Pipelines business, held by Enbridge Pipelines Inc. (EPI) and Enbridge Pipelines (Athabasca) Inc. (EPAI), and certain Canadian renewable energy assetsreturned the system to the Fund Group (comprising the Fund, Enbridge Commercial Trust, Enbridge Income Partners LP (EIPLP) and the subsidiaries of EIPLP) for consideration valued at $30.4 billion plus incentive distribution and performance rights (the Canadian Restructuring Plan). The consideration that we received included $18.7 billion of units in the Fund Group, comprised of $3 billion of Fund units and $15.7 billion of equity units of EIPLP, in which the Fund has an interest. The Fund Group also assumed debt of EPI and EPAI of approximately $11.7 billion.service.


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RESULTS OF OPERATIONS
Year ended December 31,
 202020192018
(millions of Canadian dollars, except per share amounts)   
Segment earnings before interest, income taxes and depreciation and amortization   
Liquids Pipelines7,683 7,681 5,331 
Gas Transmission and Midstream1,087 3,371 2,334 
Gas Distribution and Storage1,748 1,747 1,711 
Renewable Power Generation523 111 369 
Energy Services(236)250 482 
Eliminations and Other(113)429 (708)
Earnings before interest, income taxes and depreciation and amortization10,692 13,589 9,519 
Depreciation and amortization(3,712)(3,391)(3,246)
Interest expense(2,790)(2,663)(2,703)
Income tax expense(774)(1,708)(237)
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)
Preference share dividends(380)(383)(367)
Earnings attributable to common shareholders2,983 5,322 2,515 
Earnings per common share1.48 2.64 1.46 
Diluted earnings per common share1.48 2.63 1.46 
 
Year ended
December 31,
 2017
2016
2015
(millions of Canadian dollars, except per share amounts) 
 
 
Segment earnings before interest, income taxes and depreciation and amortization 
 
 
Liquids Pipelines6,395
4,926
3,033
Gas Transmission and Midstream(1,269)464
43
Gas Distribution1,390
831
763
Green Power and Transmission372
344
363
Energy Services(263)(183)324
Eliminations and Other(337)(101)(867)
    
Depreciation and amortization(3,163)(2,240)(2,024)
Interest expense(2,556)(1,590)(1,624)
Income tax recovery/(expense)2,697
(142)(170)
(Earnings)/loss attributable to noncontrolling interests and redeemable noncontrolling interests(407)(240)410
Preference share dividends(330)(293)(288)
Earnings/(loss) attributable to common shareholders2,529
1,776
(37)
Earnings/(loss) per common share1.66
1.95
(0.04)
Diluted earnings/(loss) per common share1.65
1.93
(0.04)



EARNINGS/(LOSS)EARNINGS ATTRIBUTABLE TO COMMON SHAREHOLDERS


Year ended December 31, 20172020 compared with year ended December 31, 20162019


Earnings Attributable to Common Shareholders for the year ended December 31, 2017 were positivelynegatively impacted by contributions of approximately $2,574 million from new assets following the completion of the Merger Transaction.

After taking into consideration the contribution of additional earnings from the Merger Transaction, Earnings Attributable to Common Shareholders decreased by $151 million$1.9 billion due to certain unusual, infrequent or other non-operating factors, primarily explained by the following:
a loss of $4,391 million ($2,753 million after-tax attributable to us) and related goodwill impairment of $102 million resulting from the classification of certain assets as held for sale and the subsequent measurement at the lower of their carrying value or fair value less costs to sell, refer to Item 8. Financial Statements and Supplementary Data - Note 7. Acquisitions and Dispositions;
employee severance and restructuring costs of $354 million ($273 million after-tax attributable to us) in 2017, compared with $82 million in the corresponding 2016 period, related to a corporate reorganization initiative and the Merger Transaction, refer to Merger with Spectra Energy;
project development and transaction costs of $205 million ($155 after-tax attributable to us) in 2017, compared with $86 million in the corresponding 2016 period, related to the Merger Transaction, refer to Merger with Spectra Energy;
the absence of a gain of $850 million ($520 million after-tax attributable to us) recorded in 2016 related to the disposition of the South Prairie Region assets, as discussed below; partially offset by
a non-cash, $1,936 million income tax benefit ($2,045 million federal tax recovery net of a $109 million state deferred tax expense) due to the enactment of the TCJA by the United States in December 2017, refer to Item 8. Financial Statements and Supplementary Data - Note 24. Income Taxes;
a non-cash, unrealized derivative fair value gain of $1,109$856 million ($646 million after-tax) in 2017 ($624 million after-tax attributable to us),2020, compared with $543 milliona gain of $1.6 billion ($459 million after-tax attributable to us)1.2 billion after-tax) in the corresponding 2016 period2019, 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 combined loss of $2.1 billion ($1.6 billion after-tax) related to our equity method investment in DCP Midstream, LLC (DCP Midstream) due to a loss of $1.7 billion ($1.3 billion after-tax) resulting from an impairment to the carrying value of our investment and commodity prices risks;a loss of $324 million ($244 million after-tax) in 2020, compared with $86 million ($68 million after-tax) in 2019 resulting from further asset and goodwill impairment losses within DCP Midstream;
a combined loss of $615 million ($452 million after-tax) in 2020 resulting from impairments to the carrying value of our equity method investments in Southeast Supply Header (SESH) and Steckman Ridge, LP (Steckman Ridge);
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 $339 million ($256 million after-tax) in 2020, compared with $135 million ($123 million after-tax) in 2019.

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The factors above were partially offset by the absence in 2020 of cumulative asset impairment chargesthe following:
a loss of $1,561 million ($456$467 million after-tax attributable to us) recordedus ($268 million loss on sale and $199 million tax expense) in 20162019 resulting from the sale of the federally regulated portion of our Canadian natural gas gathering and processing businesses;
a loss of $310 million ($229 million after-tax) in 2019 resulting from the review of our comprehensive long-term economic hedging program and a payment to certain hedge counterparties to pre-settle and reset the hedge rate on a portion of our hedging program;
a loss of $297 million ($218 million after-tax) in 2019 resulting from the classification of our MATL assets as held for sale and the subsequent measurement at the lower of their carrying value or fair value less costs to sell; and
a loss of $105 million ($79 million after-tax) in 2019 resulting from the write-off of project costs related to EEP's Sandpiper Project, the Northern Gateway ProjectAccess Northeast pipeline project.

The non-cash, unrealized derivative fair value gains and Eddystone Rail,losses discussed above generally arise as discussed below.

We havea result of a comprehensive long-term economic hedging program to mitigate interest rate, foreign exchange and commodity price risks whichrisks. This program creates volatility in reported short-term earnings through the recognition of unrealized non-cash gains and losses on financial derivative instruments used to hedge these risks. Over the long term,long-term, we believe our hedging program supports the reliable cash flows and dividend growth upon which our investorsinvestor value proposition is based.


After taking into consideration the factors above, the remaining $1,670$447 million decrease in earnings attributable to common shareholders is primarily explained by the following significant business factors:
increased depreciation and amortization expense primarily resulting from a significant number of new assets placed into service in 2017;
increased interest expense primarily resulting from the settlement of certain pre-issuance hedges;
increased earnings attributable to noncontrolling interests and redeemable noncontrolling interests in 2017, compared with the corresponding 2016 period. The increase was driven by higher earnings attributable to noncontrolling interests in EEP during 2017 as a result of the EEP strategic restructuring actions;

the absence ofdecreased earnings from our Energy Services segment due to the significant compression of location and quality differentials in certain assets that were divested since the third quarter of 2016; partially offset bymarkets and fewer opportunities to achieve profitable transportation margins on facilities where we hold capacity obligations;
strongdecreased contributions from our Liquids Pipelines segment due to higher throughput primarily attributable to capacity optimization initiatives implemented in 2017 which significantly reduced heavylower volume demand resulting from the COVID-19 pandemic impact on supply and demand for crude oil apportionment allowing incremental heavy crude oil barrelsand related products primarily during the second and third quarters of 2020;
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;
decreased earnings from our Gas Distribution and Storage segment due to be shipped;warmer weather experienced in our franchise areas; and
contributions fromhigher depreciation and amortization expense, in addition to reduced capitalized interest, as a result of new Liquids Pipelines assets placed into service in 2017;throughout 2019 and 2020, primarily the Canadian portion of the Line 3 Replacement Program (Canadian L3R Program).

The business factors above were partially offset by the following positive factors:
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 in 2017 due to favorable seasonal firm revenueincreased rates on Texas Eastern and a full year of contributionsAlgonquin resulting from assets acquired in 2016.2020 rate settlements;

Lowerincreased earnings per common share for 2017, compared with the corresponding 2016 period, is primarilyfrom our Gas Distribution and Storage segment due to the increasehigher distribution charges resulting from increases in common shares from the issuance of approximately 33 million common shares in December 2017 in a private placement offering, the issuance of approximately 691 million common shares in February 2017 as part of the consideration for the Merger Transaction, the issuance of approximately 75 million common shares in 2016 through the public offering of 56 million common shares in the first quarter of 2016,rates and ongoing quarterly issuances under our Dividend Reinvestment Program. Additionalcustomer base;
increased earnings from the assets acquired in the Merger Transaction were offset by certain unusual, infrequent or other factors, as discussed above.

Year ended December 31, 2016 compared with year ended December 31, 2015

Earnings Attributable to Common Shareholders increased by $1,601 million due to certain unusual, infrequent or other factors, primarily explained by the following:
a gain of $850 million ($520 million after-tax attributable to us) within thenew Liquids Pipelines, segment related to the disposition of the South Prairie Region assets in December 2016;
a non-cash, unrealized derivative fair value gain of $543 million in 2016, compared with a $2,017 million unrealized derivative fair value loss in the corresponding 2015 period reflecting net fair value gainsGas Transmission and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage foreign exchangeMidstream, and commodity price risks;
the absence of a goodwill impairment charge of $440 million ($167 million after-tax attributable to us) recognized in the second quarter of 2015 related to EEP’s natural gas and natural gas liquids (NGL) businesses as a result of the prolonged decline in commodity prices which reduced producers’ expected drilling programs and negatively impacted volumes on EEP’s natural gas and NGL pipelines and processing systems; partially offset by
an impairment charge of $1,004 million ($81 million after-tax attributable to us) in 2016, including related project costs, on EEP's Sandpiper Project resulting from the withdrawal of regulatory applications for the project in September 2016 that were pending with the Minnesota Public Utilities Commission (MNPUC);
an impairment charge of $373 million ($272 million after-tax attributable to us) related to the Northern Gateway Project recorded in the fourth quarter of 2016, after the Canadian Federal Government directed the National Energy Board (NEB) to dismiss our Northern Gateway Project application and rescind the Certificates of Public Convenience and Necessity for the project; and
an impairment charge of $184 million ($108 million after-tax attributable to us) recorded in 2016 related to our 75% joint venture interest in Eddystone Rail, located in the Philadelphia, Pennsylvania area. Demand for Eddystone Rail services declined as a result of a significant decrease in Bakken crude oil and West Africa/Brent crude oil and increased competition in the region.

After taking into consideration the factors above, the remaining $212 million increase is primarily explained by the following significant business factors:
strong contributions from our Liquids Pipelines segment which benefited from a number of newRenewable Power Generation assets that were placed into service throughout 2019 and 2020; and
lower operating and administrative costs in 2015;
throughput growth period over period on the Canadian Mainline, Lakehead Pipeline System (Lakehead System) and Regional Oil Sands System primarily due to strong oil sands production growth in western Canada enabled by completed pipeline expansion projects;

contributions from the United States Gulf Coast and Mid-Continent systems in 2016, attributable to increased transportation revenues mainly resulting from an increase in the level of committed take-or-pay volumes on the Flanagan South Pipeline (Flanagan South);
contributions from Enbridge Offshore Pipelines' Heidelberg Oil Pipeline (Heidelberg Pipeline) which was placed into service in January 2016 and Canadian Gas Transmission and Midstream’s Tupper Main and Tupper West gas plants (the Tupper Plants) which were acquired on April 1, 2016; partially offset by
higher earnings attributable to noncontrolling interests and redeemable noncontrolling interests in 2016 compared with 2015 driven by stronger operating performance at EEP2020 as a result of stronger contributions from its liquids business;
cost containment actions.
the impact of extreme wildfires in northeastern Alberta during the second quarter of 2016 which led to a temporary shutdown of certain of our upstream pipelines and terminal facilities resulting in a disruption of service on our Regional Oil Sands System with corresponding impacts into and out of our downstream pipelines, including Canadian Mainline and the Lakehead System;
a combination of a lower average International Joint Tariff (IJT) Residual Benchmark Toll and a lower foreign exchange hedge rate period over period used to convert Canadian Mainline United States dollar toll revenues to Canadian dollars;
the performance of the United States portion of the Bakken Pipeline System where contributions decreased period over period primarily due to a lower surcharge on tolls subject to annual adjustment;
lower contributions in 2016 from EEP’s Berthold rail facility as a result of declining volumes on expiration of contracts;
the compression of certain crude oil location and quality differentials and the impact of a weaker NGL market; and
depreciation and amortization expense increased period over period primarily as a result of a significant number of new assets placed into service in 2016.

REVENUESENERGY SERVICES

The Energy Services businesses in Canada and the US provide physical commodity marketing and logistical services to North American refiners, producers, and other customers.

Energy Services is primarily focused on servicing customers across the value chain and capturing value from quality, time, and location price differentials when opportunities arise. To execute these strategies, Energy Services transports and stores on both Enbridge-owned and third party assets using a combination of contracted long-term and short-term pipeline, storage tank, railcar, and truck capacity agreements.

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COMPETITION
Energy Services’ earnings are primarily generated from arbitrage opportunities which, by their nature, can be replicated by competitors. An increase in market participants entering into similar arbitrage strategies could have an impact on our earnings. Efforts to mitigate competition risk include diversification of the marketing business by transacting at the majority of major hubs in North America and establishing long-term relationships with clients and pipelines.

ELIMINATIONS AND OTHER

Eliminations and Other includes operating and administrative costs that are not allocated to business segments and the impact of foreign exchange hedge settlements. Eliminations and Other also includes new business development activities and corporate investments.

OPERATIONAL, ENVIRONMENTAL AND ECONOMIC REGULATION

LIQUIDS PIPELINES
Operational Regulation
We generateare subject to numerous operational rules and regulations mandated by governments or applicable regulatory authorities, breaches of which could result in fines, penalties, operating restrictions and an overall increase in operating and compliance costs.

In the US, our interstate pipeline operations are subject to pipeline safety laws and regulations administered by the Pipeline and Hazardous Materials Safety Administration (PHMSA), an agency within the of the United States Department of Transportation (DOT). These laws and regulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our interstate pipelines. These laws and regulations, among other things, include requirements to monitor and maintain the integrity of our pipelines and to operate them at permissible pressures.

PHMSA has revised existing regulations and promulgated new regulations establishing safety standards that are designed to improve and expand integrity management processes. There remains uncertainty as to how these standards will be implemented, but it is expected that the changes will impose additional costs on new pipeline projects as well as on existing operations. In this climate of increasingly stringent regulation, pipeline failure or failures to comply with applicable regulations could result in reduction of allowable operating pressures as authorized by PHMSA, which would reduce available capacity on our pipelines. Should any of these risks materialize, it may have an adverse effect on our operations, earnings, cash flows and financial condition.

In Canada, our pipeline operations are subject to pipeline safety regulations administered by the CER or provincial regulators. Applicable legislation and regulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our pipelines. Among other obligations, this regulatory framework imposes requirements to monitor and maintain the integrity of our pipelines.

As in the US, several legislative changes addressing pipeline safety in Canada have recently been enacted. The changes evidence an increased focus on the implementation of management systems to address key areas such as emergency management, integrity management, safety, security and environmental protection. Other legislative changes have created authority for the CER to impose administrative monetary penalties for non-compliance with the regulatory regime it administers, as well as to impose financial requirements for future abandonment and major pipeline releases.

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A key component of Liquids Pipelines safety and reliability is the approach to integrity management that uses reliability targets and safety case assessments. A long history of extensive inline inspection has provided detailed knowledge of the assets in the liquids pipeline system. Every segment of every pipeline is assessed and maintained, in a proactive manner, such that the probability of a leak is sufficiently low and that stringent reliability targets are met. Furthermore, the integrity management program has an independent step to check the results of our integrity assessments to validate the effectiveness of the program and to ensure that that the operational risk remains as low as reasonably practicable throughout the integrity inspection and assessment cycle. As inspection technology, pipeline materials and construction practices improve with time, and new data on threats and pipeline condition are gathered, our methods of maintaining fitness for service evolves; with a strong focus on continual improvement in every aspect of integrity management.

Environmental Regulation
We are also subject to numerous federal, state and provincial environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste. These laws and regulations generally require us to obtain and comply with a wide variety of environmental licenses, permits and other approvals.

In particular, in the US, compliance with major Clean Air Act regulatory programs is likely to cause us to incur significant capital expenditures to obtain permits, evaluate off-site impacts of our operations, install pollution control equipment, and otherwise assure compliance. Some states in which we operate are implementing new emissions limits to comply with 2008 ozone standards regulated under the National Ambient Air Quality Standards. In 2015, the ozone standards were lowered even further from 75 parts per billion (ppb) to 70 ppb, which may require states to implement additional emissions regulations. The precise nature of these compliance obligations at each of our facilities has not been finally determined and may depend in part on future regulatory changes. In addition, compliance with new and emerging environmental regulatory programs may significantly increase our operating costs compared to historical levels.

In the US, climate change action is evolving at federal, state and regional levels. The Supreme Court decision in Massachusetts v. Environmental Protection Agency in 2007 established that GHG emissions were pollutants subject to regulation under the Clean Air Act. Pursuant to federal regulations, we are currently subject to an obligation to report our GHG emissions at our largest emitting facilities, but are not generally subject to limits on emissions of GHGs. The new US presidential administration has also announced that policies designed to combat climate change and reduce GHG emissions will be a key legislative and regulatory priority, and thus stricter emissions limits and air quality enforcement actions are possible In addition, a number of states have joined regional GHG initiatives, and a number are developing their own programs that would mandate reductions in GHG emissions. Public interest groups and regulatory agencies are increasingly focusing on the emission of methane associated with natural gas development and transmission as a source of GHG emissions. However, as the key details of future GHG restrictions and compliance mechanisms remain undefined, the likely future effects on our business are highly uncertain.

For its part, Canada has reaffirmed its strong preference for a harmonized approach with that of the US. In 2019, the Government of Canada implemented a federal system of carbon pricing. The pricing applies to provinces and territories that do not have a carbon pricing system in place that meets the federal benchmark. On November 19, 2020, the federal Minister of Environment and Climate Change introduced Bill C-12, the Canadian Net-Zero Emissions Accountability Act, which requires national targets for the reduction of GHG emissions in Canada be set, with the objective of attaining net-zero emissions by 2050. In December 2020, the Government of Canada announced plans to increase the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030.

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Due to the speculative outlook regarding any US federal and state policies, we cannot estimate the potential effect of proposed GHG policies on our future consolidated results of operations, financial position or cash flows. However, such legislation or regulation could materially increase our operating costs, require material capital expenditures or create additional permitting, which could delay proposed construction projects.

Economic Regulation
Our liquids pipelines also face economic regulation risk. Broadly defined, economic regulation risk is the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements including permits and regulatory approvals for both new and existing projects, upon which future and current operations are dependent. Our Mainline System and other liquids pipelines are subject to the actions of various regulators, including the CER and FERC, with respect to the tariffs and tolls of those operations. The changing or rejecting of commercial arrangements, including decisions by regulators on the applicable permits and tariff structure or changes in interpretations of existing regulations by courts or regulators, could have an adverse effect on our revenues and earnings.

GAS TRANSMISSION AND MIDSTREAM
Operational Regulation
The span of regulation risks that apply to the Liquids Pipelines business as described above under Liquids Pipelines also applies to the Gas Transmission and Midstream business. Most of our US gas transmission operations are regulated by the FERC. The FERC regulates natural gas transmission in US interstate commerce including the establishment of rates for services. The FERC also regulates the construction of US interstate natural gas pipelines and storage facilities, including the extension, enlargement and abandonment of facilities. In addition, certain operations are subject to oversight by state regulatory commissions. To the extent that the natural gas intrastate pipelines that transport or store natural gas in interstate commerce provide services under Section 311 of the Natural Gas Policy Act of 1978, they are subject to FERC regulations. The FERC may propose and implement new rules and regulations affecting interstate natural gas transmission and storage companies, which remain subject to the FERC’s jurisdiction. These initiatives may also affect certain transmission of gas by intrastate pipelines.

Texas Eastern reached an agreement with its shippers and filed a Stipulation and Agreement with the FERC on October 28, 2019. On February 25, 2020, Texas Eastern received approval from the FERC of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from three primary sources:the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020. On July 2, 2020, Algonquin received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020. East Tennessee filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020. The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we will await FERC approval. The US portion of Alliance Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval. In July 2020, the 2020-2021 rate settlement agreement with Westcoast's BC Pipeline shippers was approved by the CER. Following approval of the settlement, Westcoast applied and received approval from the CER on August 12, 2020 for the interim tolls to be made final, including the interim tolls from January 1, 2020 to March 31, 2020 as well as the revised interim tolls in effect as at April 1, 2020.

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Our operations are subject to the jurisdiction of the Environmental Protection Agency and various other federal, state and local environmental agencies. Our US interstate natural gas pipelines and certain of DCP Midstream’s gathering and transmission pipelines are also subject to the regulations of the DOT concerning pipeline safety.

The intrastate natural gas and NGL pipelines owned by us and DCP Midstream are subject to state regulation. DCP Midstream's interstate NGL transportation pipelines are subject to FERC regulation. The natural gas gathering and processing activities of DCP Midstream are not subject to FERC regulation.

Our Canadian operations are governed by various federal and provincial agencies with respect to pipeline safety, including the CER, the Transportation Safety Board and the Ontario Technical Standards and Safety Authority.

Our Canadian natural gas transmission operations are subject to regulation by the CER or the provincial agencies in Canada, such as the OEB. These agencies have jurisdiction similar to the FERC for regulating rates, the terms and conditions of service, the construction of additional facilities and acquisitions. In addition, these assets are subject to GHG emissions regulations, including GHG emissions management and carbon pricing policies. Across Canada there are a variety of new and evolving initiatives in development at the federal and provincial levels aimed at reducing GHG emissions. The Government of Canada has finalized a federal plan to have carbon pricing in place in all Canadian jurisdictions.

GAS DISTRIBUTION AND STORAGE
Operational Regulation
Our gas distribution and storage utility operations are regulated by the OEB and the Québec Régie de l’énergie, among others. To the extent that the regulators’ future actions are different from current expectations, the timing and amount of recovery or refund of amounts recorded on the Consolidated Statements of Financial Position, or amounts that would have been recorded on the Consolidated Statements of Financial Position in absence of the effects of regulation, could be different from the amounts that are eventually recovered or refunded.

Enbridge Gas' distribution rates, commencing in 2019, are set under a five-year incentive regulation (IR) framework using a price cap mechanism. The price cap mechanism establishes new rates each year through an annual base rate escalation at inflation less a 0.3% productivity factor, annual updates for certain costs to be passed through to customers, and where applicable, the recovery of material discrete incremental capital investments beyond those that can be funded through base rates. The IR framework includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that requires Enbridge Gas to share equally with customers any earnings in excess of 150 basis points over the annual OEB approved return on equity (ROE).

We seek to mitigate operational regulation risk. We retain dedicated professional staff and maintain strong relationships with customers, intervenors and regulators. This strong regulatory relationship continued in 2020 following OEB Decisions and Ordersapproving Phase 2 of Enbridge Gas’ application for 2020 rates and Phase 1 of Enbridge Gas’ application for 2021 rates. The Phase 2 Decision and Order approved the recovery of requested 2020 discrete incremental capital investments through the incremental capital module, while the Phase 1 Decision and Order approved 2021 base rate escalation under the price cap mechanism.

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Enbridge Gas has continued to develop opportunities to support a low carbon future in Ontario. In 2020, the OEB approved Enbridge Gas' application to implement a voluntary RNG pilot program, whereby customers can voluntarily contribute towards the incremental cost of low carbon RNG which would displace regular natural gas.The OEB also approved Enbridge Gas' pilot project to construct facilities that will allow regular natural gas to be blended with hydrogen gas, in an isolated portion of the existing distribution system, with the intent to gain insight into the use of hydrogen as a method for decarbonizing natural gas for the purpose of reducing GHG emissions.

Environmental Regulation
Our workers, operations and facilities are subject to municipal, provincial and federal legislation which regulate the protection of the environment and the health and safety of workers. Environmental legislation primarily includes regulation of discharges to air, land and water; environmental assessment of natural gas infrastructure projects in Ontario; protection of species at risk and species at risk habitat; management and disposal of hazardous waste; the assessment and management of contaminated sites; and the reporting and reduction of GHG emissions.
Gas distribution system operation, as with any industrial operation, has the potential risk of abnormal or emergency conditions, or other unplanned events that could result in leaks or emissions in excess of permitted levels. These events could result in injuries to workers or the public, adverse impacts to the environment in which we operate, property damage or regulatory violations including orders and fines. We could also incur future liability for soil and groundwater contamination associated with past and present site activities.

In addition to gas distribution, we also operate storage facilities and a small amount of oil and brine production in southwestern Ontario. Environmental risk associated with these facilities is the potential for unplanned releases. In the event of a release, remediation of the affected area would be required. There would also be potential for fines, orders or charges under environmental legislation, and potential third-party liability claims by any affected landowners.
The gas distribution system and our other operations must maintain environmental approvals and permits from regulators to operate. As a result, these assets and facilities are subject to periodic inspections and/or audits. Annual reports, such as the Annual Written Summary Report are submitted to the Ontario Ministry of the Environment, Conservation and Parks (MECP) and other services,regulators to demonstrate we are in good standing with our Environmental Compliance Approvals. Failure to maintain regulatory compliance could result in operational interruptions, fines, and/or orders for additional pollution control technology or environmental mitigation. As environmental requirements and regulations become more stringent, the cost to maintain compliance and the time required to obtain approvals has increased.

As with previous years, in 2020, we reported operational GHG emissions, including emissions from stationary combustion, flaring, venting and fugitive sources to Environment and Climate Change Canada (ECCC), the Ontario MECP, and a number of voluntary reporting programs. In accordance with the provincial GHG regulations, stationary combustion and flaring emissions related to storage and transmission operations were verified in detail by a third-party accredited verifier with no material discrepancies found.
Enbridge Gas utilizes emissions data management processes and systems to help with the data capture and mandatory and voluntary reporting needs. Quantification methodologies and emission factors will continually be updated in the system as required. Enbridge Gas continues to work with industry associations to refine quantification methodologies and emissions factors, as well as best management practices to minimize emissions.

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In October 2018, the federal government confirmed that Ontario is subject to the federal government’s carbon pricing program, otherwise known as the Federal Carbon Pricing Backstop Program. This program consists of two components: a carbon charge levied on fossil fuels, including natural gas, distribution sales and commodity sales. Transportationan output-based pricing system (OBPS).
The federal carbon charge took effect on April 1, 2019 at a rate of 3.91 cents/cubic meter (m3) of natural gas and is applicable to the majority of customers. Enbridge Gas is registered as a natural gas distributor with the Canada Revenue Agency and remits the federal carbon charge on a monthly basis. The charge increases annually on April 1 of each year by 1.96 cents/m3, rising up to 9.79 cents/m3 in 2022. In December 2020, the federal government announced plans to increase the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030. Enbridge Gas estimates that this will equate to a federal carbon charge on natural gas of approximately 33.31 cents/m3 in 2030.
The OBPS component came into effect on January 1, 2019. Under OBPS, a registered facility has a compliance obligation for the portion of their emissions that exceeds their annual facility emissions limit, which is calculated based on the sector specific output-based standard and annual production. Enbridge Gas is registered with ECCC as an emitter in the OBPS program and has an annual compliance obligation associated with the combustion and flaring emissions associated with its natural gas pipeline transmission system. As a registered facility under OBPS,Enbridge Gas submitted an annual report along with the required verification report from an accredited third-party verifier who found no material misstatements. Enbridge Gas is required to remit payment for facility emissions that exceed its annual facility emissions limit. Due to COVID-19, ECCC has delayed the payment deadline from December 15, 2020 to April 15, 2021, and therefore Enbridge Gas has deferred payment until the first half of 2021.
In September 2020, Ontario and the federal government announced that the federal government has accepted that Ontario’s Emission Performance Standards (EPS) will replace the federal OBPS for industrial facilities. The date of the transition has not yet been communicated. Enbridge Gas will continue to have a compliance obligation under either the OBPS or EPS program for its facility-related emissions, as well as the federal carbon charge for its customer-related emissions.

HUMAN CAPITAL RESOURCES

WORKFORCE SIZE AND COMPOSITION
As at December 31, 2020, we had approximately 11,200 regular employees, including 1,600 unionized employees across our North American operations. This total rises to more than 13,000 if including temporary employees and contractors. We have a strong preference for direct employment relationships but where we have collectively bargained for employees, we have mature working relationships with our labor unions and the parties have traditionally committed themselves to the achievement of renewal agreements without a work stoppage.

SAFETY
We believe all injuries, incidents and occupational illnesses are preventable. Our overall focus on employee and contractor safety continues to result in strong performance compared against industry benchmarks and we are actively engaged in continuous improvement exercises as we pursue our goal of zero incidents. Refer also to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments- COVID-19 Pandemic, Reduced Crude Oil Demand and Commodity Prices.

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DIVERSITY AND INCLUSION
To ensure our workforce is reflective of the communities where we operate, we have pursued efforts to increase the representation of women, ethnic and racial groups, people with disabilities and veterans. Our original ambitions were set and shared with employees in 2018 with progress toward achievement shared regularly through our Diversity Dashboard. While we have made strong progress, we are accelerating the pace of our program and we have plans in place to meet our objectives by 2025. Consistent with our culture, we remain committed to open, two-way dialogue related to our goals, enhancing transparency and accountability for all stakeholders.

In early 2021, we added Inclusion to our core values of Safety, Integrity and Respect to demonstrate this commitment.

We are building an organization where people feel safe and welcome and have the opportunity to thrive and grow based on merit. As part of our evolving ESG strategy, we wanted to create a tighter link between our success and the workforce related ESG measures – including safety and diversity – that enable it. As a result, beginning in 2021, key metrics in these areas are embedded in our scorecards and directly impact compensation.

PRODUCTIVITY AND DEVELOPMENT
We continually invest in our people’s personal and professional development because we recognize their success is our success. Every year, employees are provided a range of development opportunities through a variety of channels, including: educational reimbursement programs; developmental relationships with mentors; rotational assignments; and Enbridge University, which offers a large catalog of courses.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers:
NameAgePosition
Al Monaco61President & Chief Executive Officer
Colin K. Gruending51Executive Vice President & Chief Financial Officer
Robert R. Rooney64Executive Vice President & Chief Legal Officer
William T. Yardley56Executive Vice President & President, Gas Transmission and Midstream
Cynthia L. Hansen56Executive Vice President & President, Gas Distribution and Storage
Byron C. Neiles55Executive Vice President, Corporate Services
Vern D. Yu54Executive Vice President & President, Liquids Pipelines
Matthew Akman53Senior Vice President, Strategy & Power
Allen C. Capps50Senior Vice President, Corporate Development & Energy Services

Al Monaco was appointed President and Chief Executive Officer on October 1, 2012. Mr. Monaco is also a member of the Enbridge Board of Directors. Prior to being appointed President of Enbridge, Mr. Monaco served as President, Gas Pipelines, Green Energy and International with responsibility for the growth and operations of our gas pipelines, including the gas gathering and processing operations in the US, our Gulf Coast offshore assets and our investments in Alliance Pipeline, Vector and Aux Sable, as well as our International business development and investment activities and Renewable Power Generation.

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Colin K. Gruending was appointed Executive Vice President and Chief Financial Officer of Enbridge on June 1, 2019. Previously, our Senior Vice President, Corporate Development and Investment Review, Mr. Gruending performed a number of progressively challenging executive roles such as Vice President Corporate Development and Planning and Vice President, Treasury and Tax while concurrently serving as Chief Financial Officer for Enbridge Income Fund and Enbridge Income Fund Holdings Inc. Prior to that, Mr. Gruending served as Corporate Controller and also led enterprise Investor Relations and Pension Investments.

Robert R. Rooney was appointed Executive Vice President and Chief Legal Officer on February 1, 2017. Mr. Rooney leads our legal, ethics and compliance, security and aviation teams across the organization.

William T. Yardley was named Executive Vice President and President, Gas Transmission and Midstream on February 27, 2017. Mr. Yardley, based in Houston, was previously President of Spectra Energy Corp's. (Spectra Energy) US Transmission and Storage business, leading the business development, project execution, operations and environment, health and safety efforts associated with Spectra Energy’s US portfolio of assets.

Cynthia L. Hansen was appointed Executive Vice President and President, Gas Distribution and Storage, on June 1, 2019. Ms. Hansen is responsible for the overall leadership and operations of Enbridge Gas, following the amalgamation of Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union Gas), as well as Gazifère. Previously, our Executive Vice President, Utilities and Power Operations, Ms. Hansen is also the Executive Sponsor for Asset and Work Management Transformation across Enbridge, working with other business unit leaders.

Byron C. Neiles was appointed Executive Vice President, Corporate Services on May 2, 2016. Mr. Neiles has oversight of our Technology & Information Services, Human Resources, Real Estate, Safety & Reliability, Supply Chain Management, and Public Affairs, Communications & Sustainability. Mr. Neiles had previously held the role of Senior Vice President, Major Projects, Enterprise Safety and Operational Reliability and had been Senior Vice President of Major Projects since November 2011, after joining our Major Projects group in April 2008.

Vern D. Yu was appointed Executive Vice President and President, Liquids Pipelines on January 1, 2020. Previously, Mr. Yu served as President and Chief Operating Officer for Liquids Pipelines and prior to that served as Executive Vice President and Chief Development Officer. He had previously served as Senior Vice President, Corporate Planning and Chief Development Officer. Prior to joining Corporate Development, Mr. Yu served as Senior Vice President of Business and Market Development for Enbridge’s Liquids Pipelines division and previously has held a series of roles with increasing responsibility in our corporate and financial areas.

Matthew Akman is our Senior Vice President, Strategy and Power. He is responsible for the corporate strategic planning process and all renewable power operations and development globally. Mr. Akman joined Enbridge in early 2016 as our head of Corporate Strategy and also previously held responsibilities for Corporate Development and Investor Relations. Prior to joining Enbridge, Mr. Akman worked primarily in banking with a focus on institutional equity research.

Allen C. Capps is our Senior Vice President, Corporate Development and Energy Services. He is responsible for capital allocation, investment review, corporate business development and Energy Services. Prior to assuming his current role in June 2019, Mr. Capps served as our Senior Vice President and Chief Accounting Officer and before that Vice President and Controller of Spectra Energy.

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ADDITIONAL INFORMATION

Additional information about us is available on our website at www.enbridge.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The aforementioned information is made available in accordance with legal requirements and is not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K. We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Reports, proxy statements and other services revenuesinformation filed with the SEC may also be obtained through the SEC’s website (www.sec.gov).

ENBRIDGE GAS INC.
Additional information about Enbridge Gas can be found in its annual information form, financial statements and management's discussion and analysis (MD&A) for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Enbridge Gas and are earnedpublicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

ENBRIDGE PIPELINES INC.
Additional information about Enbridge Pipelines Inc. (EPI) can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to EPI and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

WESTCOAST ENERGY INC.
Additional information about Westcoast can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Westcoast and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

The following risk factors could materially and adversely affect our business, operations, financial results or market price or value of our securities. This list is not exhaustive, and we place no priority or likelihood based on order of presentation or grouping under sub-captions. For ease of reference, the risk factors are presented under the following sub-captions: (1) Risks Related to Operational Disruption or Catastrophic Events; (2) Risks Related to our Business and Industry; and (3) Risks Related to Government Regulation and Legal Risks.

RISKS RELATED TO OPERATIONAL DISRUPTION OR CATASTROPHIC EVENTS

Pipeline operations involve numerous risks that may adversely affect our business and financial results.
Operation of complex pipeline systems, gathering, treating, storing and processing operations involves many risks, hazards and uncertainties. These events include adverse weather conditions, accidents, the breakdown or failure of equipment or processes, the performance of the facilities below expected levels of capacity and efficiency and catastrophic events; which include, but are not limited to, physical risks related to climate change, such as, fires, earthquakes, hurricanes, floods, landslides, increased volatility in season temperatures, rising sea levels or other similar events beyond our control. These types of catastrophic events could result in loss of human life, significant damage to property and our assets, environmental pollution and impairment of our operations, any of which could also result in substantial losses for which insurance may not be sufficient or available and for which we may bear a part or all of the cost.

We have experienced such events in the past, including in 2010 on Lines 6A and 6B of the Lakehead System; in October 2018 at the BC Pipeline T-South system; and in January 2019, August 2019 and May 2020 at the Texas Eastern pipeline, and we cannot guarantee that we will not experience catastrophic events in the future. In addition, we could be subject to litigation and significant fines and penalties from regulators in connection with any such events.

An environmental incident is an event that may cause harm or potential harm to the environment and could also lead to an increased cost of operating and insuring our assets, thereby negatively impacting earnings. An environmental incident could have lasting reputational impacts to us and could impact our ability to work with various stakeholders. For pipeline and storage assets located near populated areas, including residential communities, commercial business centers, industrial sites and other public gathering locations, the level of damage resulting from these catastrophic events could be greater.

A service interruption could have a significant impact on our operations, and negatively impact financial results, relationships with stakeholders and our reputation.
A service interruption due to a major power disruption, curtailment of commodity supply, operational incident or other reasons could have a significant impact on our operations and negatively impact financial results, relationships with stakeholders and our reputation. Service interruptions that impact our crude oil and natural gas pipeline transportation businessesservices can negatively impact shippers’ operations and earnings as they are dependent on our services to move their product to market or fulfill their own contractual arrangements.
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Our operations involve safety risks to the public and to our workers and contractors.
Several of our pipelines and distribution systems and related assets are operated in close proximity to populated areas and a major incident could result in injury or loss of life to members of the public. In addition, given the natural hazards inherent in our operations, our workers and contractors are subject to personal safety risks. A public safety incident or an injury or loss of life to our workers or contractors, which we have experienced in the past and, despite the precautions we take, may experience in the future, could result in reputational damage to us, material repair costs or increased costs of operating and insuring our assets.

Cyber-attacks or security breaches could adversely affect our business, operations or financial results.
Our business is dependent upon information systems and other digital technologies for controlling our plants, pipelines and other assets, processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission of information is critical to our operations. A security breach of our network or systems, or the network or systems of our third-party vendors, could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we and some of our vendors collect and store sensitive data in the ordinary course of our business, including personal identification information of our employees as well as our proprietary business information and that of our customers, suppliers, investors and other stakeholders.
Cybersecurity risks have increased in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyber-attacks and data security breaches. Because of the critical nature of our infrastructure and our use of information systems and other digital technologies to control our assets, we face a heightened risk of cyber-attacks. We have a cyber-security controls framework in place which has been derived from the National Institute of Standards. We monitor our control effectiveness in an increasing threat landscape and continuously take action to improve our security posture. We have implemented a security operations center, which operates at all times to monitor, detect and investigate activity in our network together with an incident response process that we test on a monthly basis. We conduct independent cyber-security audits and penetration tests on a regular basis to test that our preventative and detective controls are working as designed.
During the normal course of business, we have experienced and expect to continue to experience attempts to gain unauthorized access to, or to compromise, our information systems or to disrupt our operations through cyber-attacks or security breaches, although none to our knowledge have had a material adverse effect on our business, operations or financial results. Despite our security measures, our information systems, or those of our vendors, may become the target of further cyber-attacks (including hacking, viruses or acts of terrorism) or security breaches (including employee error, malfeasance or other breaches), which could compromise our network or systems, or those of our vendors, affect our ability to correctly record, process and report transactions or financial information, or result in the release or loss of the information stored therein, misappropriation of assets, disruption to our operations or damage to our facilities. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in our products and services, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences or other costs or be subject to increased regulation or litigation, all of which could materially adversely affect our reputation, business, operations or financial results.

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Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may adversely affect local and global economies and our business, operations or financial results.
Disruptions caused by pandemics, epidemics or disease outbreaks, in locations in which we operate or globally, could materially adversely affect our business, operations, financial results and forward-looking expectations. The COVID-19 pandemic has negatively impacted us in 2020 and the impacts are expected to continue for future periods, which we are unable to reasonably predict due to numerous uncertainties, including the duration and severity of the pandemic.

The World Health Organization declared COVID-19 to be a pandemic on March 11, 2020. In response to the rapid global spread of COVID-19, governments have enacted emergency measures to combat the spread of the virus. These measures include power production revenuesrestrictions on business activity and travel, as well as requirements to isolate or quarantine, which could continue or expand. Certain of our operations and projects have been deemed essential services in critical infrastructure sectors and are currently exempt from certain business activity restrictions; however, there is no guarantee that this exemption will continue. These actions have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial and commodity markets, resulting in lower interest rates; impacted social conditions; and adversely impacted national and international economic conditions, including commodity prices and demand for energy, as well as the labor market.

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of this pandemic, including any responses to it, will be on North American or global economies or our portfoliobusiness, or for how long disruptions are likely to continue. The extent of renewablesuch impact will depend on future developments and power generation assets. Forfactors outside of our transportation assets operating under market-based arrangements, revenuescontrol, which are drivenhighly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity or duration of this pandemic (including regarding new COVID-19 strains) and actions taken by governments and others to contain or end the COVID-19 pandemic or its impact (including regarding the development and distribution of effective vaccines). Such developments, which have had or may have an adverse effect on our customers, suppliers, regulators, business, operations and financial results, include disruptions that, among other things:

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 investments;
could prevent one or more of our secured capital projects from proceeding, and has delayed completion and increased anticipated costs of certain projects;
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 the ratings assigned to our securities or our credit facilities and/or impact our ability to access capital markets at effective rates;
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 corresponding tollspotential 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;
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 US; and
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could result in future business interruption losses that our insurance coverage may not be sufficient to cover.

There can be no assurance that our strategies to address potential disruptions will mitigate these risks or the adverse impacts to our business, operations and financial results. Future adverse impacts to our business, operations and financial results may materialize that are not yet known. In addition, disruptions related to the COVID-19 pandemic have had, or could have, the effect of heightening many of the other risks described in this Item 1A. Risk Factors. The risk that is most significantly heightened by the COVID-19 pandemic is the impact of commodity price weakness and volatility on our Liquids Pipelines, Gas Transmission and Midstream and Energy Services businesses, as detailed in the risk factor “Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our results of operations” below. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its global impact, including any related recession, as well as lingering impacts on supply of, demand for and prices of crude oil, natural gas, natural gas liquids, LNG and renewable energy.

Terrorist attacks and threats, escalation of military activity in response to these attacks or acts of war, and other civil unrest or activism could adversely affect our business, operations or financial results.
Terrorist attacks and threats, escalation of military activity or acts of war, or other civil unrest or activism may have significant effects on general economic conditions and may cause fluctuations in consumer confidence and spending and market liquidity, each of which could adversely affect our business. Future terrorist attacks, rumors or threats of war, actual conflicts involving the US, or Canada, or military or trade disruptions may significantly affect our operations and those of our customers. Strategic targets, such as energy related assets, may be at greater risk of future attacks than other targets in the US and Canada. In addition, increased environmental activism against pipeline construction and operation could potentially result in work delays, reduced demand for our products and services, increased legislation or denial or delay of permits and rights-of-way. Finally, the disruption or a significant increase in energy prices could result in government-imposed price controls. It is possible that any of these occurrences, or a combination of them, could adversely affect our business, operations or financial results.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

There are utilization risks with respect to our assets.
With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the CTS on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues and earnings. Factors such as changing market fundamentals, capacity bottlenecks, operational incidents, regulatory restrictions, system maintenance and increased competition can all impact the utilization of our assets. Market fundamentals, such as commodity prices and price differentials, weather, gasoline price and consumption, alternative energy sources and global supply disruptions outside of our control can impact both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines.

With respect to our Gas Transmission and Midstream assets, gas supply and demand dynamics continue to change as a result of the development of non-conventional shale gas supplies. The increase in natural gas supply has resulted in declines in the price of natural gas in North America. As a result, a shift occurred to extraction of gas in richer, wet gas areas with higher NGL content which depressed activity in dry fields. This, in turn, has contributed to a resulting oversupply of pipeline takeaway capacity in some areas, which can adversely affect our revenues and earnings.

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With respect to our Gas Distribution and Storage assets, customers are billed on a combination of both fixed charge and volumetric basis and our ability to collect their respective total revenue requirement (the cost of providing service, including a reasonable return to the utility) depends on achieving the forecast distribution volume established in the rate-making process. The probability of realizing such volume is contingent upon four key forecast variables: weather, economic conditions, pricing of competitive energy sources and growth in the number of customers. Weather is a significant driver of delivery volumes, given that a significant portion of our Gas Distribution customer base uses natural gas for space heating. Distribution volume may also be impacted by the increased adoption of energy efficient technologies, along with more efficient building construction, that continue to place downward pressure on consumption. In addition, conservation efforts by customers may further contribute to a decline in annual average consumption. Our Gas Distribution business has deferral accounts approved by the OEB that provide regulatory protection against the margin impacts associated with declining annual average consumption due to efficiencies and customers’ conservation efforts. Sales and transportation services. Forservice to large volume commercial and industrial customers is more susceptible to prevailing economic conditions. As well, the pricing of competitive energy sources affects volume distributed to these sectors as some customers have the ability to switch to an alternate fuel. Even in those circumstances where we attain our respective total forecast distribution volume, our Gas Distribution business may not earn its expected ROE due to other forecast variables, such as the mix between the higher margin residential and commercial sectors and the lower margin industrial sector. Our Gas Distribution business remains at risk for the actual versus forecast large volume contract commercial and industrial volumes.

With respect to our Renewable Power Generation assets, operating under take-or-pay contracts, revenues reflectearnings from these assets are highly dependent on weather and atmospheric conditions as well as continued operational availability of these energy producing assets. While the expected energy yields for Renewable Power Generation projects are predicted using long-term historical data, wind and solar resources are subject to natural variation from year to year and from season to season. Any prolonged reduction in wind or solar resources at any of the Renewable Power Generation facilities could lead to decreased earnings and cash flows for us. Additionally, inefficiencies or interruptions of Renewable Power Generation facilities due to operational disturbances or outages resulting from weather conditions or other factors, could also impact earnings.

An impairment of our assets, including goodwill, property, plant, and equipment, intangible assets, and/or equity method investments, could reduce our earnings.
Generally accepted accounting principles in the United States of America (US GAAP) requires us to test certain assets for impairment on either an annual basis or when events or circumstances occur which indicate that the carrying value of such assets might be impaired. The outcome of such testing could result in impairments of our assets including our goodwill, property, plant and equipment, intangible assets, and/or equity method investments. Additionally, any asset monetizations could result in impairments if such assets are sold or otherwise exchanged for amounts less than their carrying value. If we determine that an impairment has occurred, we would be required to take an immediate non-cash charge to earnings.

Our assets vary in age and were constructed over many decades which may cause our inspection, maintenance or repair costs to increase in the future.
Our pipelines vary in age and were constructed over many decades. Pipelines are generally long-lived assets, and pipeline construction and coating techniques have changed over time. Depending on the era of construction, some assets require more frequent inspections, which could result in increased maintenance or repair expenditures in the future. Any significant increase in these expenditures could adversely affect our business, operations or financial results.

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Competition may result in a reduction in demand for our services, fewer project opportunities or assumption of risk that results in weaker or more volatile financial performance than expected.
We face competition from competing carriers available to ship western Canadian liquid hydrocarbons to markets in Canada, the US and internationally and from proposed pipelines that seek to access markets currently served by our liquids pipelines. Competition among existing pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier alternatives and proximity to markets. We also face competition from alternative gathering and storage facilities. Our natural gas transmission and storage businesses compete with similar facilities that serve our supply and market areas in the transmission and storage of natural gas. The natural gas transported in our business competes with other forms of energy available to our customers and end-users, including electricity, coal, propane, fuel oils, and renewable energy. Competition in all of our businesses, including competition for new project development opportunities, could have a negative impact on our business, financial condition or results of operations.

Execution of our projects subjects us to various regulatory, operational and market risks that may affect our financial results.
Our ability to successfully execute our projects is subject to various regulatory, operational and market risks, including:

the ability to obtain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and to maintain those issued approvals and permits and satisfy the terms and conditions imposed therein;
potential changes in federal, state, provincial and local statutes and regulations, including environmental requirements, that may prevent a project from proceeding or increase the anticipated cost of the underlying contractproject;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
opposition to our projects by third parties, including interest groups;
the availability of skilled labor, equipment and materials to complete projects;
the ability to construct projects within anticipated costs, including the risk of cost overruns resulting from inflation or increased costs of equipment, materials or labor, contractor or supplier non-performance, weather, geologic conditions or other factors beyond our control, that may be material;
general economic factors that affect the demand for servicesour projects; and
the ability to raise financing for these projects.

Climate related risks are integrated into our larger risk categories that encompass operational, financial and stakeholder consequences. This is done because of the interconnected economic, social and environmental nature of climate impacts requires a comprehensive review within the context of other risks that impact us.

Any of these risks could prevent a project from proceeding, delay its completion or capacity.increase its anticipated cost. Recent projects that have experienced delays include the US L3R Program, the Spruce Ridge Project and the T-South Reliability and Expansion Program. New projects may not achieve their expected investment return, which could affect our financial results, and hinder our ability to secure future projects. For rate-regulated assets, revenuesadditional discussion of specific proceedings that could affect our operations and financial results, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates.

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Changing expectations from stakeholders regarding ESG practices and climate change or erosion of stakeholder trust or confidence could influence actions or decisions about our company and industry and have negative impacts on our business, operations or financial results.
Companies across all sectors and industries are charged in accordancefacing changing expectations or increasing scrutiny from stakeholders related to their approach to ESG matters of greatest relevance to their business and to their stakeholders. For energy companies, climate change, safety and stakeholder relations remain primary focus areas; changing expectations of our practices and performance across these and other ESG areas may impose additional costs or create exposure to new or additional risks. Our operations, projects and growth opportunities require us to have strong relationships with tolls establishedkey stakeholders, including local communities, Indigenous communities and other groups directly impacted by the regulator,our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which are increasingly focused on ESG practices. We have long been committed to strong ESG practices and performance, and in most cost-of-service based arrangements are reflective2020 introduced a set of ESG goals to strengthen transparency and accountability. The goals include targets for GHG emissions reduction; adapting to the energy transition over time is one of our strategic priorities. Inadequately managing expectations and issues important to stakeholders, including those related to environment and climate change, could impact stakeholder trust and confidence and our reputation and have negative impacts on our business, operations or financial results, including:

loss of business;
loss of ability to secure growth opportunities;
delays in project execution;
legal action, such as the legal challenges to the operation of Line 5 in Michigan and Wisconsin;
increased regulatory oversight;
loss of ability to obtain and maintain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
changing investor sentiment regarding investment in the oil and gas industry or our company;
restricted access to and cost of capital; and
loss of ability to hire and retain top talent.

We are also exposed to the risk of higher costs, delays, project cancellations, new restrictions or the cessation of operations of existing pipelines due to increasing pressure on governments and regulators. Recent judicial decisions have increased the ability of groups to make claims and oppose projects in regulatory and legal forums. In addition to issues raised by groups focused on particular project impacts, we and others in the energy and pipeline businesses are facing organized opposition to oil and gas extraction and shipment of oil and gas products.

Our forecasted assumptions may not materialize as expected on our expansion projects, acquisitions and divestitures.
We evaluate expansion projects, acquisitions and divestitures on an ongoing basis. Planning and investment analysis is highly dependent on accurate forecasting assumptions and to the extent that these assumptions do not materialize, financial performance may be lower or more volatile than expected. Volatility and unpredictability in the economy, both locally and globally, change in cost estimates, project scoping and risk assessment could result in a loss of our profits.

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Our insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.
Our operations are subject to many hazards inherent in our industry. Our assets may experience physical damage as a result of an accident or natural disaster. These hazards also can cause, and in some cases have caused, personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for us, our subsidiaries and certain of our affiliates to mitigate the financial impacts arising from these hazards. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for our industry; however, insurance does not cover all events in all circumstances.

In the unlikely event that multiple insurable incidents that in the aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries. Additionally, even with insurance, if any natural disaster or other hazardous event leads to a catastrophic interruption in operations, we may not be able to restore operations without significant interruption.

We are exposed to the credit risk of our customers.
We are exposed to the credit risk of our customers in the ordinary course of our business. Generally, our customers are rated investment-grade, are otherwise considered creditworthy or provide us security to satisfy credit concerns. A significant amount of our credit exposures for transmission and storage services are with customers who have an investment-grade rating (or the service plusequivalent based on our evaluation) or are secured by collateral. However, we cannot predict to what extent our business would be impacted by deteriorating conditions in the economy, including possible declines in our customers’ creditworthiness. As a regulator-approved rateresult of return. Higher transportationfuture capital projects for which natural gas and oil producers may be the primary customer, our credit exposure with below investment-grade customers may increase. It is possible that customer payment defaults, if significant, could adversely affect our earnings and cash flows.

Our risk management policies cannot eliminate all risks. In addition, any non-compliance with our risk management policies could adversely affect our business, operations or financial results.
We use derivative financial instruments to manage the risks associated with movements in foreign exchange rates, interest rates, commodity prices and our share price to reduce volatility of our cash flows. Based on our risk management policies, all of our derivative financial instruments are associated with an underlying asset, liability and/or forecasted transaction. We do not enter into transactions with the objective of speculating on commodity prices or interest rates. These policies cannot, however, eliminate all risk of unauthorized trading and other servicesspeculative activity. Although this activity is monitored independently by our risk management function, we remain exposed to the risk of non-compliance with our risk management policies. We can provide no assurance that our risk management function will detect and prevent all unauthorized trading and other violations of our risk management policies and procedures, particularly if deception, collusion or other intentional misconduct is involved, and any such violations could adversely affect our business, operations or financial results.

Our business requires the retention and recruitment of a skilled workforce, and difficulties recruiting and retaining our workforce could result in a failure to implement our business plans.
Our operations and management require the retention and recruitment of a skilled workforce, including engineers, technical personnel and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. If we are unable to retain current employees and/or recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased costs to retain and recruit these professionals.

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Our transformation projects may fail to fully deliver anticipated results.
We launched projects starting in 2016 to transform various processes, capabilities and reporting systems infrastructure to continuously improve effectiveness and efficiency across the organization and are subject to transformation project risk with respect to these projects. Such projects, some of which will continue into 2021 and 2022, including integration initiatives arising out of the merger with Spectra Energy and the amalgamation of EGD and Union Gas, are subject to transformation project risk. Transformation project risk is the risk that modernization projects carried out by us and our subsidiaries do not fully deliver anticipated results due to insufficiently addressing the risks associated with project execution and change management. This could result in negative financial, operational and reputational impacts.

Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our operational results.
The COVID-19 pandemic and concerns about global economic growth have caused considerable uncertainty in the market for crude oil, natural gas and other commodities, lowering demand forecasts. This, and the changing relationship dynamic among OPEC+ members, has put severe downward pressure on prices early in 2020. The economic climate in Canada, the US and abroad has deteriorated and worldwide demand for petroleum products has diminished. 2020 saw a dramatic decline in the price of crude oil, natural gas and NGL and other commodities whose prices are highly correlated to crude oil. The West Texas Intermediate benchmark prices for crude oil had been trading around US$60 per barrel in December 2019 and fell to as low as US$14 per barrel in March 2020 and into a negative value on April 20, 2020. Crude oil prices started to recover in the second and third quarters of 2020, with West Texas Intermediate benchmark prices reaching over US$40 primarily due to the announcement of crude oil productions cuts in April 2020 and June 2020. The West Texas Intermediate benchmark finished the year at US$48.35 per barrel.

With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the Competitive Tolling Settlement on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues reflected increasedand earnings. The current commodity price environment has impacted both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines. This has led to a year-over-year reduction in Mainline System utilization of 80 kbpd in 2020.

While reduced demand has impacted throughput and revenue on the Mainline System, the financial impact of reduced throughput on our coreupstream regional pipelines and our downstream market extension pipelines is largely mitigated by the presence of take-or-pay contracts. The financial impact is also mitigated through cost-of-service arrangements with credit-worthy counterparties or parties that are not investment grade but have instead provided credit support in the form of letters of credit or other instruments. The existing market conditions are likely to stress the creditworthiness of many of these counterparties and we continue to evaluate the situation on an ongoing basis. To date, we have not had any counterparty default on its obligations to maintain credit support or pay its tolls under these contracts and, at this time, we do not foresee a material impact to our financial results.

Shippers also reduced investment in exploration and development programs in 2020. The decline in oil prices is also causing some sponsors of oil sands development programs to reconsider the timing of previously announced upstream development projects. Cancellation or deferral of these projects would affect longer-term supply growth from the Western Canadian Sedimentary Basin.

With respect to our Gas Transmission and Midstream assets, the low commodity prices have had limited impact on demand for natural gas shipped within our long-haul Gas Transmission assets in the US and Canada. These assets are comprised of primarily cost-of-service and take-or-pay contract arrangements which are not directly impacted by fluctuations in commodity prices.

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Within our US Midstream assets, through our investment in DCP Midstream and, to a lesser extent, the Aux Sable liquids pipeline assets combinedproduct plant, we are engaged in the businesses of gathering, treating and processing natural gas and natural gas liquids. Given the drastic decline in commodity prices, DCP Midstream made the decision to decrease its distribution to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby reducing our cash flows. Aux Sable results were also negatively impacted by these lower commodity prices.

With respect to our Energy Services business, we generate margins by capitalizing on quality, time and location differentials when opportunities arise. The recent volatility in commodity prices could limit margin opportunities and impede our ability to cover capacity commitments.

At this point, given the many outstanding questions as to the length and depth of the current low commodity price environment, the impact on us is uncertain; however, it is possible that it may have an adverse impact on our business and our results of operations.

Our Liquids Pipelines growth rate and results may be directly and indirectly affected by commodity prices and Government policy.
The efforts implemented in 2019 by the Alberta Government to manage supply and inventories in Western Canada continued at diminishing levels in 2020 as incremental revenuestake away capacity was introduced to the market. This intervention had a negligible impact on the Mainline System throughput, as enough inventory existed to meet refinery customer needs and service our favorable markets. Wide commodity price basis between Western Canada and global tidewater markets have negatively impacted producer netbacks and margins in the past years that largely resulted from pipeline infrastructure takeaway capacity from producing regions in Western Canada and North Dakota which are operating at capacity. A protracted long-term outlook for low crude oil prices could result in delay or cancellation of future projects.

The tight conventional oil plays of Western Canada and the Bakken region of North Dakota have short cycle break-even time horizons, typically less than 24 months, and high decline rates that can be well managed through active hedging programs and are positioned to react quickly at market signals. Accordingly, during periods of comparatively low prices, drilling programs, unsupported by hedging programs, will be reduced and as such supply growth from tight oil basins may be lower, which may impact volumes on our pipeline systems.

Our Gas Transmission and Midstream results may be adversely affected by commodity price volatility and risks associated with our hedging activities.
Our exposure to commodity price volatility is inherent to our US Midstream business. We employ a disciplined hedging program to manage this direct commodity price risk. Because we are not fully hedged, we may be adversely impacted by commodity price exposure on the commodities we receive in-kind as payment for our gathering, processing, treating and transportation services. As a result of our unhedged exposure and the pricing of our hedge positions, a substantial decline in the prices of these commodities could adversely affect our financial results.

Additionally, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows. To the extent that we engage in hedging activities to reduce our commodity price exposure, we likely will be prevented from realizing the full benefits of price increases above the level of the hedges. Our hedging activities can result in substantial losses if hedging arrangements are imperfect or ineffective and our hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. In addition, certain of the financial instruments we use to hedge our commodity risk exposures must be accounted for on a mark-to-market basis. This causes periodic earnings volatility due to fluctuations in commodity prices.

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Our Energy Services results may be adversely affected by commodity price volatility.
Energy Services generates margin by capitalizing on quality, time and location differentials when opportunities arise. Lower commodity prices due to changing market conditions could limit margin opportunities and impede Energy Services' ability to cover capacity commitments.

We rely on access to short-term and long-term capital markets to finance capital requirements and support liquidity needs, and cost effective access to those markets can be affected, particularly if we or our rated subsidiaries are unable to maintain an investment-grade credit rating.
A significant portion of our consolidated asset base is financed with debt. The maturity and repayment profile of debt used to finance investments often does not correlate to cash flows from assets. Accordingly, we rely on access to both short-term and long-term capital markets as a source of liquidity for capital requirements not satisfied by cash flows from operations and to fund investments originally financed through debt. Our senior unsecured long-term debt is currently rated investment-grade by various rating agencies. If the rating agencies were to rate us or our rated subsidiaries below investment-grade, our borrowing costs would increase, perhaps significantly. Consequently, we would likely be required to pay a higher interest rate in future financings and our potential pool of investors and funding sources could decrease.

We maintain revolving credit facilities to provide back-up for commercial paper programs for borrowings and/or letters of credit at various entities. These facilities typically include financial covenants and failure to maintain these covenants at a particular entity could preclude that entity from issuing commercial paper or letters of credit or borrowing under the revolving credit facility, which could affect cash flows or restrict business. Furthermore, if our short-term debt rating were to be downgraded, access to the commercial paper market could be significantly limited. Although this would not affect our ability to draw under our credit facilities, borrowing costs could be significantly higher.

If we are not able to access capital at competitive rates, our ability to finance operations and implement our strategy may be affected. An inability to access capital may limit our ability to pursue enhancements or acquisitions that we may otherwise rely on for future growth. Any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could increase our need to provide liquidity in the form of capital contributions or loans to such subsidiaries, thus reducing the liquidity and borrowing availability of the consolidated group.

RISKS RELATED TO GOVERNMENT REGULATION AND LEGAL RISKS

Many of our operations are regulated and failure to secure regulatory approval for our proposed projects, or loss of required approvals for our existing operations, could have a negative impact on our business, operations or financial results.
The nature and degree of regulation and legislation affecting energy companies in Canada and the US have changed significantly in recent years.

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In Canada, the passing of the Canadian Energy Regulator Act and the Impact Assessment Act under Bill C-69, which came into force on August 28, 2019, is expected to extend timelines associated with regulatory approvals for new projects which trigger a federal impact assessment. Changes to the British Columbia regulatory framework have also been made, including a new Environmental Assessment Act, which came into force in December 2019, affecting provincially-regulated projects in a similar manner as those that are federally-regulated. Within the US and in Canada, pipelines companies continue to face opposition from anti-pipeline activists, Indigenous and tribal communities, citizens, environmental groups and politicians concerned with either the safety of pipelines or environmental effects. In the US, several federal agencies made changes to regulations that were designed to streamline permitting, including changes that the Environmental Protection Agency made in June 2020 to regulations implementing Section 401 of the Clean Water Act and the July 2020 Council on Environmental Quality revisions to regulations implementing the National Environmental Policy Act. These and many other regulations adopted during the previous US presidential administration are not only being challenged in multiple courts, but have now been expressly targeted for rollback by the new US administration, which is expected to modify or reverse the regulations.

These actions could adversely impact permitting of a wide range of energy projects. We may not be able to obtain or maintain all required regulatory approvals for our operating assets placed into serviceor development projects. If there is a delay in obtaining any required regulatory approvals, if we fail to obtain or comply with them, or if laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs.

Our operations are subject to numerous environmental laws and regulations, including those relating to climate change and GHG emissions, compliance with which may require significant capital expenditures, increase our cost of operations and affect or limit our business plans, or expose us to environmental liabilities.
We are subject to numerous environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste.

Failure to comply with environmental laws and regulations and failure to secure permits necessary for our operations may result in the imposition of fines, penalties and injunctive measures affecting our operating assets. In addition, changes in environmental laws and regulations or the enactment of new environmental laws or regulations, including those related to climate change and GHG emissions, could result in a material increase in our cost of compliance with such laws and regulations, such as costs to monitor and report our emissions and install new emission controls to reduce emissions. We may not be able to include some or all of such increased costs in the rates charged by our pipelines or other facilities. Efforts to regulate or restrict GHG emissions could also drive down demand for the products we transport.

We may not be able to obtain or maintain all required environmental regulatory approvals and permits for our operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals or permits, if we fail to obtain or comply with them, or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. We expect that costs we incur to comply with environmental regulations in the future may have a significant effect on our earnings and cash flows.

In November 2020, we set new ESG goals for the future, including with respect to GHG emissions reduction. Our ability to achieve these goals depends on many factors, including our ability to reduce emissions from our operations through modernization and innovation, reduce the emissions intensity of the electricity we buy, invest in renewables and low carbon energy and balance residual emissions through carbon offset credits. The cost associated with our GHG emissions reduction goals could be significant. Failure to achieve our emissions targets could result in reputational harm, changing investor sentiment regarding investment in Enbridge or a negative impact on access to and cost of capital.

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Our operations are subject to operational regulation and other requirements, including compliance with easements and other land tenure documents, and failure to comply with applicable regulations and other requirements could have a negative impact on our reputation, business, operations or financial results.
Operational risks relate to compliance with applicable operational rules and regulations mandated by governments, applicable regulatory authorities, or other requirements that may be found in easements or other agreements that provide a legal basis for our operations, breaches of which could result in fines, penalties, awards of damages, operating restrictions (including shutdown of lines) and an overall increase in operating and compliance costs. We do not own all of the land on which our pipelines, facilities and other assets are located and we obtain the rights to construct and operate our pipelines and other assets from third parties or government entities. In addition, some of our pipelines, facilities and other assets cross Indigenous lands pursuant to rights-of-way or other land tenure interests. Our loss of these rights could have an adverse effect on our reputation, operations and financial results. Scrutiny over the past two years.

Gas distribution sales revenues are recognizedintegrity of our assets and operations has the potential to increase operating costs or limit future projects. Potential regulatory changes and legal challenges could have an impact on our future earnings from existing operations and the cost related to the construction of new projects. Regulators' future actions may differ from current expectations, or future legislative changes may impact the regulatory environments in a manner consistentwhich we operate. While we seek to mitigate operational regulation risk by actively monitoring and consulting on potential regulatory requirement changes with the underlying rate-setting mechanism mandatedrespective regulators directly, or through industry associations, and by developing response plans to regulatory changes or enforcement actions, such mitigation efforts may be ineffective or insufficient. While we believe the regulator. Revenues generated bysafe and reliable operation of our assets and adherence to existing regulations is the gas distribution businessesbest approach to managing operational regulatory risk, the potential remains for regulators or other government officials to make unilateral decisions that could disrupt our operations or have an adverse financial impact on us.

Our operations are primarily driven by volumes delivered, which varysubject to economic regulation and failure to secure regulatory approval for our proposed or existing commercial arrangements could have a negative impact on our business, operations or financial results.
Our liquids pipelines face economic regulatory risk, the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements. We believe that economic regulatory risk is reduced through the negotiation of long-term agreements with weather and customer composition and utilization,shippers that govern the majority of our liquids pipelines assets. However, there remains a risk that a regulator could modify significantly its own long-standing policies for rate making as well as regulator-approved rates. The costoverturn long-term agreements that we have entered into with shippers.

We could be subject to changes in our tax rates, the adoption of new US, Canadian or international tax legislation or exposure to additional tax liabilities.
We are subject to taxes in the US, Canada and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation, including in particular the US with a new presidential administration and in Canada and other foreign jurisdictions in which we operate.

We are also subject to the examination of our tax returns and other tax matters by the US Internal Revenue Service, the Canada Revenue Agency and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, particularly in the US or Canada, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition and operating results could be materially adversely affected.

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We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolutions adverse to us could adversely affect our financial results.
We are subject to numerous legal proceedings. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with assurance. It is reasonably possible that the final resolution of some of the matters in which we are involved could require additional expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that could adversely affect our financial results. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for a discussion of legal proceedings.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Descriptions of our properties and maps depicting the locations of our liquids and natural gas systems are included in Item 1. Business.

In general, our systems are located on land owned by others and are operated under easements and rights-of-way, licenses, leases or permits that have been granted by private land-owners, First Nations, Native American Tribes, public authorities, railways or public utilities. Our liquids systems have pumping stations, tanks, terminals and certain other facilities that are located on land that is passedowned by us and/or used by us under easements, licenses, leases or permits. Additionally, our natural gas systems have natural gas compressor stations, processing plants and treating plants, the vast majority of which are located on land that is owned by us, with the remainder used by us under easements, leases or permits.

Titles to our properties acquired in our liquids and natural gas systems are subject to encumbrances in some cases. We believe that none of these burdens should materially detract from the value of these properties or materially interfere with their use in the operation of our business.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal and administrative proceedings and litigation arising in the ordinary course of business. The outcome of these matters is not predictable at this time. However, we believe that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, results of operations or cash flows in future periods. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for discussion of other legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock
Our common stock is traded on the TSX and NYSE under the symbol “ENB.” As at February 5, 2021, there were 2,025,495,603 holders of record of our common stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item will be contained in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2020.

Recent Sales of Unregistered Equity Securities
None.

Issuer Purchases of Equity Securities
None.

Total Shareholder Return
The following graph reflects the comparative changes in the value from January 1, 2016 through December 31, 2020 of $100 invested in (1) Enbridge Inc.’s common shares traded on the TSX, (2) the S&P/TSX Composite index, (3) the S&P 500 index, (4) our US peer group (comprising CNP, D, DTE, DUK, EPD, ET, KMI, MMP, NEE, NI, OKE, PAA, PCG, SO, SRE and WMB) and (5) our Canadian peer group (comprising CU, FTS, IPL, PPL and TRP). The amounts included in the table were calculated assuming the reinvestment of dividends at the time dividends were paid.

enb-20201231_g6.jpg

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 January 1,
2016
December 31,
 20162017201820192020
Enbridge Inc.100.00 127.97 116.65 107.20 138.65 117.59 
S&P/TSX Composite100.00 121.08 132.09 120.36 147.89 156.17 
S&P 500 Index100.00 111.96 136.40 130.42 171.49 203.04 
US Peers1
100.00 133.50 136.67 131.82 162.50 137.15 
Canadian Peers100.00 132.07 140.85 126.30 164.43 127.61 
1 For the purpose of the graph, it was assumed that CAD:USD conversion ratio remained at 1:1 for the years presented.
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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data to customers through ratesfully understand factors that may affect the comparability of the information presented below.
Years Ended December 31,
20202019201820172016
(millions of Canadian dollars, except per share amounts)
Consolidated Statements of Earnings
Operating revenues$39,087 $50,069 $46,378 $44,378 $34,560 
Operating income7,957 8,260 4,816 1,571 2,581 
Earnings3,416 5,827 3,333 3,266 2,309 
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)(407)(240)
Earnings attributable to controlling interests3,363 5,705 2,882 2,859 2,069 
Earnings attributable to common shareholders2,983 5,322 2,515 2,529 1,776 
Common Share Data
Earnings per common share
Basic1.48 2.64 1.46 1.66 1.95 
Diluted1.48 2.63 1.46 1.65 1.93 
Dividends paid per common share3.24 2.95 2.68 2.41 2.12 
 December 31,
 20202019201820172016
(millions of Canadian dollars)
Consolidated Statements of Financial Position
Total assets$160,276 $163,157 $166,905 $162,093 $85,209 
Long-term debt62,819 59,661 60,327 60,865 36,494 

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion and does not ultimately impact earnings dueanalysis of our financial condition and results of operations is based on and should be read in conjunction with "Forward-Looking Information", Part I. Item 1A. Risk Factors and our consolidated financial statements and the accompanying notes included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

This section of our Annual Report on Form 10-K discusses 2020 and 2019 items and year-over-year comparisons between 2020 and 2019. For discussion of 2018 items and year-over-year comparisons between 2019 and 2018, refer to its flow-through nature.

Commodity salesPart II. Item 7. Management's Discussion and Analysis of $26,286 million, $22,816 millionFinancial Condition and $23,842 millionResults of Operations of our Annual Report on Form 10-K for the year ended December 31, 2017, 20162019.

RECENT DEVELOPMENTS

COVID-19 PANDEMIC, REDUCED CRUDE OIL DEMAND AND COMMODITY PRICES

The COVID-19 pandemic and 2015, respectively, were generated primarily throughthe emergency response measures enacted by governments in Canada, the US and around the world, have caused material disruption to many businesses resulting in a severe slow down in Canadian, US and global economies, leading to increased volatility in financial and commodity markets worldwide and demand reduction for certain commodities.     

We took proactive measures to deliver energy safely and reliably during the COVID-19 pandemic. We activated our Energy Services operations. Energy Services includescrisis management team to focus on a number of priorities, including: (i) the contemporaneous purchasehealth and salesafety of our employees and the public; (ii) operational reliability for our customers and markets; (iii) identification of essential personnel and procedures; and (iv) extensive stakeholder communication and outreach including updates to our Board of Directors. We are following recommendations from public health authorities and medical experts and have taken steps to help prevent our employees’ exposure to the spread of COVID-19, including, where practical, work-at-home plans enacted in March 2020 and the implementation of business continuity plans to enable the integrity of our operations and protect the health of our employees in pipeline control functions and service centers, our field representatives and other essential functions.

With respect to the safe operation of our facilities, we continue to employ all safety processes and procedures in the normal course. Our business continuity plans are designed to enable us to manage operational developments related to COVID-19 as they unfold. We provide an essential service across North America. Our customers, and the communities where we operate, depend on us to safely and reliably provide the energy they need to heat their homes and fuel their lives.

The COVID-19 pandemic has had a deep impact in the communities in which we operate. We are providing support in our communities by advancing funds to respond and provide relief to those who are most vulnerable. Our teams in our operating regions are working closely with our nonprofit community partners, our closest Indigenous and Tribal neighbors and local governments to identify where resources are needed most.

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The COVID-19 pandemic has negatively impacted crude oil natural gas,demand and increased commodity price volatility, which together present potential new or elevated risks to our business. In late March, we began to see impacts both on the supply of, and demand for, crude oil and other liquid hydrocarbons transported on our pipelines. Several shippers on our crude oil pipelines responded to significantly lower demand caused by the COVID-19 pandemic, declining storage availability and refinery utilization, and commodity price declines by reducing volumes beginning in the second quarter of 2020. In the third and fourth quarters of 2020, Mainline System volumes began to recover as fourth quarter volumes increased by approximately 200 thousand barrels per day (kbpd) when compared with significantly reduced volumes in the second quarter of 2020. Year-over-year, Mainline System throughput only decreased by approximately 80 kbpd. We anticipate a return to full utilization in 2021 as economic activity gradually resumes in North America. This view is supported by our expectation that the refineries operating in our core Mainline System markets (i.e. the US Midwest, Eastern Canada and the US Gulf Coast) will continue to experience higher utilization rates given their scale, complexity and cost competitiveness. For every 100 kbpd increase or decrease in volumes on our Mainline System, our revenues, net of power and NGLssavings, are expected to generate a margin, which is typically a small fraction of gross revenue. While sales revenue generated from these operations are impactedincrease or decline by commodity prices, net margins and earnings are relatively insensitiveapproximately $35 million per quarter.

In our US Midstream business, our equity affiliate DCP Midstream, LP, responded to commodity prices and reflect activity levels which are driven by differencesthe drastic decline in commodity prices between locations, gradesby decreasing their distributions to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby modestly reducing our cash flows. As a further outcome of the drastic commodity price decline, we recorded a $1.7 billion impairment on our equity method investment in DCP Midstream in the first quarter of 2020, based on the decline in the market price of DCP Midstream, LP publicly-traded units as at March 31, 2020.

In addition, these circumstances have led to the deterioration of the credit profiles of some of our customers and pointssuppliers. There have been no material defaults by customers or suppliers to date, however, we will continue to monitor this risk and take credit risk mitigating actions as appropriate.
The situation around the COVID-19 pandemic, reduced crude oil demand and reduced commodity prices is evolving and our assessment of risks is included in Part I. Item 1A. Risk Factors.

While the length and depth of the current energy demand reduction and its impact is challenging to estimate at this time, rather thanwe have completed several actions to further strengthen our resiliency and position for the future, while assuring that the safety and reliability of our operations remains our first priority. We took actions to reduce operating costs by approximately $300 million in 2020, including reductions to employee, management and Board of Director compensation, a voluntary workforce reduction program, as well as supply chain savings. We have also executed approximately $400 million of asset sales and increased our available liquidity to approximately $13 billion. We experienced a natural slowing of 2020 capital spending in light of COVID-19 and the health and safety measures put into place by federal and regional governments. In addition, we believe that the following factors further demonstrate the resiliency of our low-risk business model:

Our assets are highly contracted and commercially underpinned by long-term take-or-pay and cost-of-service agreements;
Approximately 95% of our customer exposure is investment grade, investment grade equivalent or non-investment grade 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 approximately $13 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.

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We will continue to actively monitor our business environment and may take further actions that we determine are in the best interests of Enbridge, our employees, customers, partners and stakeholders, or as required by federal, state or provincial authorities. At this time, given the many outstanding questions as to the length and depth of the COVID-19 pandemic and the current sustained low commodity price environment, the long term impact on absolute prices. Any residual commodity margin riskus is closely monitoreduncertain; however, it is possible that they continue to have an adverse impact on our business and managed. Revenues from theseresults of operations.

UNITED STATES LINE 3 REPLACEMENT PROGRAM UNDER CONSTRUCTION

The United States Line 3 Replacement Program (US L3R Program) is now under construction in Minnesota after receiving all necessary permits and approvals. The US L3R Program is a critical integrity project that will enhance the continued safe and reliable operations of our Mainline System well into the future, reflecting our long-standing commitment to protecting the environment.


dependFor further details refer to Growth Projects - Liquids Pipelines - United States Line 3 Replacement Program.

MAINLINE SYSTEM CONTRACTING

On December 19, 2019, we submitted an application to the Canada Energy Regulator (CER) to implement contracting on activity levels, which vary from year-to-year depending on marketour Mainline System. The application for contracted and uncommitted service included the associated terms, conditions and commodity prices.tolls of each service, which would be offered in an open season following approval by the CER.


Our revenues also include changes in unrealized derivative fair value gains and losses related to foreign exchange and commodity price contracts used to manage exposures from movements in foreign exchange rates and commodity prices. The mark-to-market accounting creates volatility and impactsOn February 24, 2020, the comparabilityCER issued a Notice of revenuesPublic Hearing which outlined the process for participation in the short-term,hearing and identified a list of issues for discussion in the proceeding. In March 2020, letters were filed with the CER by a group of potential intervenors that requested the CER delay setting hearing dates associated with our Mainline System contract filing. Subsequently, the CER issued a letter requesting comments on the potential delay of proceedings.

We filed our response with the CER on May 1, 2020, and on May 19, 2020, the CER announced that the regulatory process for our proposal to offer contracted transportation service on our Mainline System will proceed in a single phase hearing process that balances the need to address COVID-19 pandemic related challenges and the CER's mandate to adjudicate in an appropriately expeditious manner.

We are currently in the midst of the regulatory process and expect an oral hearing to occur sometime after April 2021, but a hearing date has not yet been set. If a replacement agreement is not in place by June 30, 2021, the Competitive Tolling Settlement provides for tolls to continue on an interim basis.

GAS TRANSMISSION AND MIDSTREAM RATE PROCEEDINGS

Texas Eastern
On February 25, 2020, Texas Eastern Transmission, L.P. (Texas Eastern) received approval from the Federal Energy Regulatory Commission (FERC) of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020.

Algonquin
On July 2, 2020, Algonquin Gas Transmission, LLC (Algonquin) received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020.

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BC Pipeline
In July 2020, the 2020-2021 rate settlement agreement with Westcoast Energy Inc.’s (Westcoast) British Columbia (BC) Pipeline shippers was approved by the CER. Following approval of the settlement, Westcoast applied and received approval from the CER on August 12, 2020 for the interim tolls to be made final, including the interim tolls from January 1, 2020 to March 31, 2020 as well as the revised interim tolls in effect as at April 1, 2020.

East Tennessee
East Tennessee Natural Gas, LLC filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020.

Maritimes & Northeast Pipeline
The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we believe overwill await FERC approval.

Alliance Pipeline
The US portion of Alliance Pipeline filed a rate case in the long-term,second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval.

GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS

2020 Rate Application
Enbridge Gas's rate applications are filed in two phases. As part of an Ontario Energy Board (OEB) Decision and Order issued in December 2019, Phase 1 of the economic hedging program supports reliableapplication for 2020 rates, exclusive of funding for 2020 discrete incremental capital investments requested through the incremental capital module (ICM) mechanism, was approved effective January 1, 2020. Through a subsequent OEB Rate Order issued on June 11, 2020, Phase 2 of the application for 2020 rates, inclusive of requested 2020 ICM amounts, was approved effective October 1, 2020, and interim rates in effect from January 1, 2020 through September 30, 2020 were made final. The 2020 rate application, which represented the second year of a five-year term, was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap Incentive Regulation (IR) rate setting mechanism.

2021 Rate Application
On June 30, 2020, Enbridge Gas filed Phase 1 of an application with the OEB for the setting of rates for 2021. The 2021 rate application was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap IR rate setting mechanism and represents the third year of a five-year term. On October 6, 2020, Enbridge Gas filed a Phase 1 Settlement Proposal and draft Interim Rate Orders with the OEB, which were approved, on an interim basis effective January 1, 2021, on November 6, 2020. Phase 2 of the application addressing 2021 ICM funding requirements was filed on October 15, 2020.

FINANCING UPDATE

On February 20, 2020, we raised US$750 million of two-year floating rate notes in the US debt capital markets and on April 1, 2020, Enbridge Gas completed a $1.2 billion dual tranche offering of 10-year and 30-year notes in the Canadian debt capital markets. On May 12, 2020, we raised $1.3 billion with a dual tranche offering of 5-year and 7-year notes in the Canadian debt capital markets. On July 8, 2020, we raised an additional US$1.0 billion of 60-year hybrid subordinated notes in the US debt capital markets. Through these capital market activities, we completed our 2020 debt funding plan and strengthened our financial position.

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In February 2020, we closed three new non-revolving credit facilities totaling US$1.5 billion and on March 31, 2020, we established a new syndicated one-year revolving credit facility in the amount of $1.7 billion. On April 9, 2020, we increased the amount of our new revolving facility by an additional $1.3 billion, bringing the total amount to $3.0 billion, significantly enhancing our available liquidity.

In July 2020, we extended approximately $10.0 billion of our 364 day extendible credit facilities to July 2022, inclusive of a one-year term out provision.

On October 1, 2020, we completed a private placement of US$300 million 20-year senior notes for Texas Eastern and early redeemed US$300 million senior notes originally due December 2020.

On February 10, 2021, we entered into a three year, sustainability linked credit facility for $1.0 billion with a syndicate of lenders. As a result of the sustainability linked credit facility and other financing activities completed in 2020, our resilient cash flows and dividend growth.our current liquidity position, we concurrently cancelled a one year, revolving, syndicated credit facility for $3.0 billion, ahead of its scheduled March 2021 maturity.


DIVIDENDS
We have paid common share dividendsThese financing activities, in every year since we became a publicly traded company in 1953. In November 2017, we announced a 10% increase in our quarterly dividend to $0.671 per common share, or $2.684 annualized, effectivecombination with the dividend payable on March 1, 2018.asset monetization activities noted below, provide significant liquidity and we expect will enable us to fund our current portfolio of capital projects without requiring access to the capital markets through 2021 if market access is restricted or pricing is unattractive. Refer to Liquidity and Capital Resources.


BUSINESS SEGMENTSASSET MONETIZATION


Effective December 31, 2017, we changed our segment-level profit measure to EBITDA from the previous measure of Earnings before interest and income taxes. We also renamed the Gas Pipelines and Processing segment toOzark Gas Transmission and Midstream. The presentationOzark Gas Gathering
On April 1, 2020, we closed the sale of our Ozark assets for cash proceeds of approximately $63 million.

Montana-Alberta Tie Line
On May 1, 2020, we closed the sale of our Montana-Alberta Tie-Line (MATL) transmission assets for cash proceeds of approximately $189 million.

Éolien Maritime France SAS
On May 1, 2020, we executed agreements to sell 49% of an entity that holds our 50% interest in Éolien Maritime France SAS (EMF) to the Canada Pension Plan Investment Board (CPP Investments) for initial proceeds in excess of $100 million. CPP Investments will fund their 49% share of all ongoing future development capital. Closing of the prior years' tables has been revisedtransaction is subject to customary regulatory approvals and is expected to occur in orderthe first half of 2021. Refer to align withGrowth Projects - Commercially Secured Projects - Renewable Power Generation.

TEXAS EASTERN PIPELINE RETURN-TO-SERVICE

On May 4, 2020, a rupture occurred on Line 10, a 30-inch natural gas pipeline that makes up part of the current presentation.Texas Eastern natural gas pipeline system in Fleming County, Kentucky. There were no reported injuries or damaged structures as a result of the rupture.


In 2020, we undertook a comprehensive integrity program to ensure continued safe and reliable service. During the program, we reduced operating pressure across the Texas Eastern system to enable necessary integrity work to be completed. In the fourth quarter of 2020, we lifted the pressure restrictions and returned the system to service.
LIQUIDS PIPELINES
61


RESULTS OF OPERATIONS
Year ended December 31,
 202020192018
(millions of Canadian dollars, except per share amounts)   
Segment earnings before interest, income taxes and depreciation and amortization   
Liquids Pipelines7,683 7,681 5,331 
Gas Transmission and Midstream1,087 3,371 2,334 
Gas Distribution and Storage1,748 1,747 1,711 
Renewable Power Generation523 111 369 
Energy Services(236)250 482 
Eliminations and Other(113)429 (708)
Earnings before interest, income taxes and depreciation and amortization10,692 13,589 9,519 
Depreciation and amortization(3,712)(3,391)(3,246)
Interest expense(2,790)(2,663)(2,703)
Income tax expense(774)(1,708)(237)
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)
Preference share dividends(380)(383)(367)
Earnings attributable to common shareholders2,983 5,322 2,515 
Earnings per common share1.48 2.64 1.46 
Diluted earnings per common share1.48 2.63 1.46 

EARNINGS BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATIONATTRIBUTABLE TO COMMON SHAREHOLDERS

 2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings before interest, income taxes and depreciation and amortization6,395
4,926
3,033

Year ended December 31, 20172020 compared with year ended December 31, 20162019


EBITDA for the year ended December 31, 2017 was positivelyEarnings Attributable to Common Shareholders were negatively impacted by $285 million of contributions from new assets following the completion of the Merger Transaction.

After taking into consideration the contribution of additional earnings from the Merger Transaction, EBITDA increased by $1,312 million$1.9 billion due to certain unusual, infrequent or other non-operating factors, primarily explained by the following:
a non-cash, unrealized derivative fair value gain of $875$856 million ($646 million after-tax) in 20172020, compared with $474 milliona gain of $1.6 billion ($1.2 billion after-tax) in 20162019, 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 and commodity price risks;
the absencea combined loss of $2.1 billion ($1.6 billion after-tax) related to our equity method investment in DCP Midstream, LLC (DCP Midstream) due to a loss of $1.7 billion ($1.3 billion after-tax) resulting from an impairment chargeto the carrying value of $1,004our investment and a loss of $324 million recorded($244 million after-tax) in 2016, including related project costs, on EEP's Sandpiper Project2020, compared with $86 million ($68 million after-tax) in 2019 resulting from further asset and goodwill impairment losses within DCP Midstream;
a combined loss of $615 million ($452 million after-tax) in 2020 resulting from impairments to the carrying value of our equity method investments in Southeast Supply Header (SESH) and Steckman Ridge, LP (Steckman Ridge);
a loss of $159 million ($119 million after-tax) in 2020 resulting from the withdrawalFebruary 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 the regulatory applications$339 million ($256 million after-tax) in September 2016 that2020, compared with $135 million ($123 million after-tax) in 2019.

62


The factors above were pending with the MNPUC;
the absence of an impairment charge of $373 million recorded in 2016 related to the Northern Gateway Project due to our conclusion that the project could not proceed as envisioned as a result of the Federal Government's decision to dismiss the application for Certificate of Public Convenience and Necessity;
the absence of an impairment charge of $184 million recorded in 2016 related to our 75% joint venture interest in Eddystone Rail attributable to market conditions which impacted volumes at the rail facility;
a gain of $72 million on sale of pipe partially offset by project wind-down costs related to EEP’s Sandpiper Project; partially offset by

the absence of a gain of $850 million recorded in 2016 related to the sale of non-core South Prairie Region assets.

After taking into consideration the factors above, the remaining $128 million decrease is primarily explained by the following significant business factors:
a lower contribution of $46 million from Mid-Continent assets primarily due to lower contracted storage revenues and the sale2020 of the Ozark Pipeline systemfollowing:
a loss of $467 million after-tax attributable to us ($268 million loss on sale and $199 million tax expense) in the first quarter of 2017;
a lower contribution of $76 million2019 resulting from the sale of the South Prairie Region assets in December 2016;federally regulated portion of our Canadian natural gas gathering and processing businesses;
higher Lakehead System operating costs including costs to implement EEP’s signed settlement agreement regarding the Lines 6A and 6B crude oil releases (the Consent Decree) approved by the United States Department of Justice (DOJ) in May 2017;
the unfavorable effect of translating United States dollar EBITDA at a lower United States to Canadian dollar average exchange rate (Average Exchange Rate) as compared with 2016, inclusive of the impact of settlements under our foreign exchange hedging program; partially offset by
contributions of from new assets placed into service including the Regional Oil Sands Optimization Project and the Norlite Pipeline System and the acquisition of a minority interest in the Bakken Pipeline System that went into service in June 2017; and
higher Canadian Mainline and Lakehead System throughput period over period resulting from capacity optimization initiatives.

Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA increased by $1,177 million due to certain unusual, infrequent or other factors, primarily explained by the following:
a non-cash, unrealized gain of $474 million in 2016 compared with an unrealized loss of $1,500$310 million ($229 million after-tax) in 2015 reflecting net fair value gains and losses on derivative financial instruments used to manage foreign exchange and commodity price risks;
a gain of $850 million in 2016 related to the sale of non-core South Prairie Region assets;
the absence of an impairment charge of $86 million recorded in 2015 related to EEP's Berthold rail facility due to contracts that were not renewed beyond 2016;
hydrostatic testing recoveries of $15 million in 2016 compared with charges of $72 million in 2015; partially offset by
an impairment charge of $1,004 million in 2016, including related project costs, on EEP's Sandpiper Project2019 resulting from the withdrawal of the regulatory applications in September 2016 that were pending with the MNPUC;
an impairment charge of $373 million in 2016 related to the Northern Gateway Project due to our conclusion that the project could not proceed as envisioned as a result of the Federal Government's decision to dismiss the application for Certificate of Public Convenience and Necessity;
an impairment charge of $184 million in 2016 related to our 75% joint venture interest in Eddystone Rail attributable to market conditions which impacted volumes at the rail facility; and
the absence of a gain of $91 million recorded in 2015 related to the sale of non-core assets.

After taking into consideration the factors above, the remaining $716 million increase is primarily explained by the following significant business factors:
higher throughput period over period resulting from strong oil sands production in western Canada enabled by pipeline capacity expansion projects placed into service in 2015;
increased transportation revenues in 2016 resulting from an increase in the level of committed take-or-pay volumes on Flanagan South;
the favorable effect of translating United States dollar earnings at a higher Average Exchange Rate in 2016, inclusive of the impact of settlements under our foreign exchange hedging program; partially offset by

the impact of extreme wildfires in northeastern Alberta during the second quarter of 2016 which led to a temporary shutdown of certainreview of our upstream pipelinescomprehensive long-term economic hedging program and terminal facilities resulting in a disruption of service.

Supplemental information on Liquids Pipelines EBITDA for the years ended December 31, 2017, 2016 and 2015 is provided below.
December 31,2017
2016
2015
(United States dollars per barrel) 
 
 
IJT Benchmark Toll1

$4.07

$4.05

$4.07
Lakehead System Local Toll2

$2.43

$2.58

$2.44
Canadian Mainline IJT Residual Benchmark Toll3

$1.64

$1.47

$1.63
1The IJT Benchmark Toll is per barrel of heavy crude oil transported from Hardisty, Alberta to Chicago, Illinois. A separate distance adjusted toll applies to shipments originating at receipt points other than Hardisty and lighter hydrocarbon liquids pay a lower toll than heavy crude oil. Effective July 1, 2015, this toll increased from US$4.02 to US$4.07. Effective July 1, 2016, this toll decreased to US$4.05. Effective July 1, 2017, this toll increased to US$4.07.
2The Lakehead System Local Toll is per barrel of heavy crude oil transported from Neche, North Dakota to Chicago, Illinois. Effective April 1, 2015, the Lakehead System Local Toll decreased from US$2.49 to US$2.39 and effective July 1, 2015, this toll increased to US$2.44. Effective April 1, 2016, this toll increased to US$2.61 and effective July 1, 2016, this toll decreased to US$2.58. Effective April 1, 2017, this toll decreased to US$2.43.
3The Canadian Mainline IJT Residual Benchmark Toll is per barrel of heavy crude oil transported from Hardisty, Alberta to Gretna, Manitoba. For any shipment, this toll is the difference between the IJT Benchmark Toll and the Lakehead System Local Toll. Effective April 1, 2015, this toll increased from US$1.53 to US$1.63. Effective April 1, 2016, this toll decreased to US$1.46, coinciding with the revised Lakehead System Local Toll. Effective July 1, 2016, this toll increased to US$1.47. Effective April 1, 2017, this toll increased to US$1.62, coinciding with the revised Lakehead System Local Toll. Effective July 1, 2017, this toll increased to US$1.64.

Throughput Volume
 Q1
Q2
Q3
Q4
Full Year
(thousands of barrels per day (bpd)) 
 
 
 
 
Canadian Mainline1
     
20172,593
2,449
2,492
2,586
2,530
20162,543
2,242
2,353
2,481
2,405
20152,210
2,073
2,212
2,243
2,185
      
Lakehead System2
     
20172,748
2,604
2,620
2,724
2,673
20162,735
2,440
2,495
2,624
2,574
20152,330
2,208
2,338
2,388
2,315
1Average throughput volume represents mainline deliveries ex-Gretna, Manitoba which is made up of United States and eastern Canada deliveries originating from western Canada.
2Average throughput volume represents mainline system deliveries to the United States midwest and eastern Canada.

Average Exchange Rate
 Q1
Q2
Q3
Q4
Full Year
(United States dollar to Canadian dollar) 
 
 
 
 
20171.32
1.34
1.25
1.27
1.30
20161.37
1.29
1.31
1.33
1.32
20151.24
1.23
1.31
1.34
1.28



GAS TRANSMISSION AND MIDSTREAM
EARNINGS/(LOSS) BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATION
 2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings/(loss) before interest, income taxes and depreciation and amortization(1,269)464
43

Year ended December 31, 2017 compared with year ended December 31, 2016

EBITDA for the year ended December 31, 2017 was positively impacted by $2,557 million of contributions from new assets following the completion of the Merger Transaction. When compared to pre-merger results from the prior year, operating results from the new assets include higher earnings primarily from business expansion projects on Algonquin Gas Transmission, Sabal Trail Transmission and Texas Eastern Transmission.

After taking into consideration the contribution of additional earnings from the Merger Transaction, EBITDA was negatively impacted by $4,287 million duepayment to certain unusual, infrequent or other market factors primarily explained byhedge counterparties to pre-settle and reset the following:hedge rate on a portion of our hedging program;
a loss of $4,391$297 million and related goodwill impairment of $102($218 million after-tax) in 2019 resulting from the classification of certain United States Midstreamour MATL assets as held for sale and the subsequent measurement at the lower of their carrying value or fair value less costs to sell, refersell; and
a loss of $105 million ($79 million after-tax) in 2019 resulting from the write-off of project costs related to Item 8. Financial Statements and Supplementary Data - Note 7. Acquisitions and Dispositions; partially offset by
the Access Northeast pipeline project.
a
The non-cash, unrealized loss of $1 million in 2017 compared with $139 million in 2016 reflecting netderivative fair value gains and losses arising from the change in the mark-to-marketdiscussed above generally arise as a result of derivative financial instruments useda comprehensive long-term economic hedging program to managemitigate interest rate, foreign exchange and commodity price risk.risks. This program creates volatility in reported short-term earnings through the recognition of unrealized non-cash gains and losses on financial derivative instruments used to hedge these risks. Over the long-term, we believe our hedging program supports the reliable cash flows and dividend growth upon which our investor value proposition is based.


After taking into consideration the factors above, the remaining $3$447 million decrease in earnings attributable to common shareholders is primarily explained by the following significant business factors:
lowerdecreased earnings from our Energy Services segment due to the significant compression of $127 million period over periodlocation and quality differentials in certain markets and fewer opportunities to achieve profitable transportation margins on facilities where we hold capacity obligations;
decreased contributions from our Liquids Pipelines segment due to lower commodity prices which impacted production volume demand resulting from the COVID-19 pandemic impact on supply and demand for crude oil and related products primarily during the second and third quarters of 2020;
the absence of earnings in areas served by some2020 from the federally-regulated portion of our US Midstream assets;Canadian natural gas gathering and processing businesses which were sold on December 31, 2019;
decreased earnings from our Gas Distribution and Storage segment due to warmer weather experienced in our franchise areas; and
higher depreciation and amortization expense, in addition to reduced capitalized interest, as a result of new assets placed into service throughout 2019 and 2020, primarily the Canadian portion of the Line 3 Replacement Program (Canadian L3R Program).

The business factors above were partially offset by the following positive factors:
increased earnings of $19 million period over periodstronger contributions from our Alliance joint venture due to favorable seasonal firm revenues that resulted from wider basis differentials;
increased earnings of $16 millionLiquids Pipelines segment due to a full year of contributions from the Tupper Plants that were acquired in April 2016;higher International Joint Tariff (IJT) Benchmark Toll;
increased fractionation margins of $45 million period over period driven by higher NGL prices and increased demandearnings from our Aux Sable joint venture;Gas Transmission and Midstream segment due to increased rates on Texas Eastern and Algonquin resulting from 2020 rate settlements;
increased earnings of $41 million period over period from our Offshore assets driven byGas Distribution and Storage segment due to higher volumesdistribution charges resulting from increases in rates and highercustomer base;
increased earnings from certain joint venture pipelines.

Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA increased by $370 million due to certain unusual, infrequent or other market factors primarily explained by the following:
the absence of a goodwill impairment charge of $440 million recorded in 2015 related to our United States natural gasnew Liquids Pipelines, Gas Transmission and NGL businesses due to a prolonged decline in commodity prices which reduced producers' expected drilling programsMidstream, and negatively impacted volumes on our natural gas and NGL systems; partially offset by
a non-cash, unrealized loss of $139 million in 2016 compared with $77 million in 2015 reflecting net fair value gains and losses arising from the change in the mark-to-market of derivative financial instruments used to manage foreign exchange and commodity price risk.

After taking into consideration the factors above, the remaining $51 million increase is primarily explained by the following significant business factors:
operational efficiencies achieved in 2016 on Alliance Pipeline due to lower operating costs;
contributions from the Heidelberg Pipeline which wasRenewable Power Generation assets that were placed into service throughout 2019 and 2020; and
lower operating and administrative costs in January 2016;2020 as a result of cost containment actions.
contributions from the Tupper Plants acquired in April 2016; partially offset by
unfavorable market conditions in 2016 resulting from lower volumes due to reduced drilling by producers on our United States Midstream assets.

GAS DISTRIBUTION
EARNINGS BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATION
 2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings before interest, income taxes and depreciation and amortization1,390
831
763
Year ended December 31, 2017 compared with year ended December 31, 2016

EBITDA for the year ended December 31, 2017 was positively impacted by $545 million of contributions from Union Gas following the completion of the Merger Transaction. When compared to pre-merger results from prior years, Union Gas' operating results benefited mainly from higher transportation revenue from the Dawn-Parkway expansion projects, increased storage optimization and increases in delivery rates, partially offset by higher operating costs.

After taking into consideration the contribution of additional earnings from the Merger Transaction, EBITDA increased by $14 million due to certain unusual, infrequent and other business factors, primarily explained by the following:
a non-cash, unrealized gain of $16 million in 2017 compared with an unrealized loss of $6 million in 2016 arising from the change in the mark-to-market value of Noverco Inc.'s (Noverco) derivative financial instruments;
warmer than normal weather experienced during 2017 which negatively impacted EBITDA by $15 million compared with $18 million in 2016; partially offset by
the absence of other regulatory adjustments at Noverco of $17 million recorded in 2016.

Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA decreased by $11 million due to certain unusual, infrequent and other market factors, primarily explained by the following:
warmer than normal weather experienced during 2016 which negatively impacted EBITDA by $18 million compared with colder than normal weather during 2015 of $15 million; partially offset by
other regulatory adjustments at Noverco of $17 million recorded in 2016 compared with $6 million in 2015.

After taking into consideration the factors above, the remaining $79 million increase is primarily explained by the following significant business factor:
higher distribution charges arising from growth in rate base, including customer growth in excess of expectations embedded in rates.



GREEN POWER AND TRANSMISSION
EARNINGS BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATION
 2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings before interest, income taxes and depreciation and amortization372
344
363

Year ended December 31, 2017 compared with year ended December 31, 2016

EBITDA increased by $4 million due to certain unusual, infrequent and other factors, primarily explained by the following:
the absence of an investment impairment loss of $13 million recorded in 2016; partially offset by
a $9 million loss that resulted from the sale of an investment.

After taking into consideration the factors above, the remaining $24 million increase is primarily explained by the following significant business factors:
stronger wind resources of $12 million at Canadian and United States wind farms period over period; and
contributions of $9 million from new United States wind projects placed into service in 2016 and 2017.

Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA decreased by $13 million due to an unusual and infrequent investment impairment loss in 2016.

After taking into consideration the factor above, the remaining $6 million decrease is primarily explained by the following significant business factors:
disruptions at certain eastern Canadian wind farms in the first quarter and fourth quarter of 2016 due to weather conditions which caused a higher degree of icing on wind turbine blades;
weaker wind resources experienced at certain facilities in Canada period over period; partially offset by
stronger wind resources at United States wind farms during the second half of 2016.



ENERGY SERVICES

EARNINGS/(LOSS) BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATIONThe Energy Services businesses in Canada and the US provide physical commodity marketing and logistical services to North American refiners, producers, and other customers.

Energy Services is primarily focused on servicing customers across the value chain and capturing value from quality, time, and location price differentials when opportunities arise. To execute these strategies, Energy Services transports and stores on both Enbridge-owned and third party assets using a combination of contracted long-term and short-term pipeline, storage tank, railcar, and truck capacity agreements.

30


 2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings/(loss) before interest, income taxes and depreciation and amortization(263)(183)324
COMPETITION

Energy Services’ earnings are primarily generated from arbitrage opportunities which, by their nature, can be replicated by competitors. An increase in market participants entering into similar arbitrage strategies could have an impact on our earnings. Efforts to mitigate competition risk include diversification of the marketing business by transacting at the majority of major hubs in North America and establishing long-term relationships with clients and pipelines.

ELIMINATIONS AND OTHER

Eliminations and Other includes operating and administrative costs that are not allocated to business segments and the impact of foreign exchange hedge settlements. Eliminations and Other also includes new business development activities and corporate investments.

OPERATIONAL, ENVIRONMENTAL AND ECONOMIC REGULATION

LIQUIDS PIPELINES
Operational Regulation
We are subject to numerous operational rules and regulations mandated by governments or applicable regulatory authorities, breaches of which could result in fines, penalties, operating restrictions and an overall increase in operating and compliance costs.

In the US, our interstate pipeline operations are subject to pipeline safety laws and regulations administered by the Pipeline and Hazardous Materials Safety Administration (PHMSA), an agency within the of the United States Department of Transportation (DOT). These laws and regulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our interstate pipelines. These laws and regulations, among other things, include requirements to monitor and maintain the integrity of our pipelines and to operate them at permissible pressures.

PHMSA has revised existing regulations and promulgated new regulations establishing safety standards that are designed to improve and expand integrity management processes. There remains uncertainty as to how these standards will be implemented, but it is expected that the changes will impose additional costs on new pipeline projects as well as on existing operations. In this climate of increasingly stringent regulation, pipeline failure or failures to comply with applicable regulations could result in reduction of allowable operating pressures as authorized by PHMSA, which would reduce available capacity on our pipelines. Should any of these risks materialize, it may have an adverse effect on our operations, earnings, cash flows and financial condition.

In Canada, our pipeline operations are subject to pipeline safety regulations administered by the CER or provincial regulators. Applicable legislation and regulations require us to comply with a significant set of requirements for the design, construction, maintenance and operation of our pipelines. Among other obligations, this regulatory framework imposes requirements to monitor and maintain the integrity of our pipelines.

As in the US, several legislative changes addressing pipeline safety in Canada have recently been enacted. The changes evidence an increased focus on the implementation of management systems to address key areas such as emergency management, integrity management, safety, security and environmental protection. Other legislative changes have created authority for the CER to impose administrative monetary penalties for non-compliance with the regulatory regime it administers, as well as to impose financial requirements for future abandonment and major pipeline releases.

31


A key component of Liquids Pipelines safety and reliability is the approach to integrity management that uses reliability targets and safety case assessments. A long history of extensive inline inspection has provided detailed knowledge of the assets in the liquids pipeline system. Every segment of every pipeline is assessed and maintained, in a proactive manner, such that the probability of a leak is sufficiently low and that stringent reliability targets are met. Furthermore, the integrity management program has an independent step to check the results of our integrity assessments to validate the effectiveness of the program and to ensure that that the operational risk remains as low as reasonably practicable throughout the integrity inspection and assessment cycle. As inspection technology, pipeline materials and construction practices improve with time, and new data on threats and pipeline condition are gathered, our methods of maintaining fitness for service evolves; with a strong focus on continual improvement in every aspect of integrity management.

Environmental Regulation
We are also subject to numerous federal, state and provincial environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste. These laws and regulations generally require us to obtain and comply with a wide variety of environmental licenses, permits and other approvals.

In particular, in the US, compliance with major Clean Air Act regulatory programs is likely to cause us to incur significant capital expenditures to obtain permits, evaluate off-site impacts of our operations, install pollution control equipment, and otherwise assure compliance. Some states in which we operate are implementing new emissions limits to comply with 2008 ozone standards regulated under the National Ambient Air Quality Standards. In 2015, the ozone standards were lowered even further from 75 parts per billion (ppb) to 70 ppb, which may require states to implement additional emissions regulations. The precise nature of these compliance obligations at each of our facilities has not been finally determined and may depend in part on future regulatory changes. In addition, compliance with new and emerging environmental regulatory programs may significantly increase our operating costs compared to historical levels.

In the US, climate change action is evolving at federal, state and regional levels. The Supreme Court decision in Massachusetts v. Environmental Protection Agency in 2007 established that GHG emissions were pollutants subject to regulation under the Clean Air Act. Pursuant to federal regulations, we are currently subject to an obligation to report our GHG emissions at our largest emitting facilities, but are not generally subject to limits on emissions of GHGs. The new US presidential administration has also announced that policies designed to combat climate change and reduce GHG emissions will be a key legislative and regulatory priority, and thus stricter emissions limits and air quality enforcement actions are possible In addition, a number of states have joined regional GHG initiatives, and a number are developing their own programs that would mandate reductions in GHG emissions. Public interest groups and regulatory agencies are increasingly focusing on the emission of methane associated with natural gas development and transmission as a source of GHG emissions. However, as the key details of future GHG restrictions and compliance mechanisms remain undefined, the likely future effects on our business are highly uncertain.

For its part, Canada has reaffirmed its strong preference for a harmonized approach with that of the US. In 2019, the Government of Canada implemented a federal system of carbon pricing. The pricing applies to provinces and territories that do not have a carbon pricing system in place that meets the federal benchmark. On November 19, 2020, the federal Minister of Environment and Climate Change introduced Bill C-12, the Canadian Net-Zero Emissions Accountability Act, which requires national targets for the reduction of GHG emissions in Canada be set, with the objective of attaining net-zero emissions by 2050. In December 2020, the Government of Canada announced plans to increase the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030.

32


Due to the speculative outlook regarding any US federal and state policies, we cannot estimate the potential effect of proposed GHG policies on our future consolidated results of operations, financial position or cash flows. However, such legislation or regulation could materially increase our operating costs, require material capital expenditures or create additional permitting, which could delay proposed construction projects.

Economic Regulation
Our liquids pipelines also face economic regulation risk. Broadly defined, economic regulation risk is the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements including permits and regulatory approvals for both new and existing projects, upon which future and current operations are dependent. Our Mainline System and other liquids pipelines are subject to the actions of various regulators, including the CER and FERC, with respect to the tariffs and tolls of those operations. The changing or rejecting of commercial arrangements, including decisions by regulators on the applicable permits and tariff structure or changes in interpretations of existing regulations by courts or regulators, could have an adverse effect on our revenues and earnings.

GAS TRANSMISSION AND MIDSTREAM
Operational Regulation
The span of regulation risks that apply to the Liquids Pipelines business as described above under Liquids Pipelines also applies to the Gas Transmission and Midstream business. Most of our US gas transmission operations are regulated by the FERC. The FERC regulates natural gas transmission in US interstate commerce including the establishment of rates for services. The FERC also regulates the construction of US interstate natural gas pipelines and storage facilities, including the extension, enlargement and abandonment of facilities. In addition, certain operations are subject to oversight by state regulatory commissions. To the extent that the natural gas intrastate pipelines that transport or store natural gas in interstate commerce provide services under Section 311 of the Natural Gas Policy Act of 1978, they are subject to FERC regulations. The FERC may propose and implement new rules and regulations affecting interstate natural gas transmission and storage companies, which remain subject to the FERC’s jurisdiction. These initiatives may also affect certain transmission of gas by intrastate pipelines.

Texas Eastern reached an agreement with its shippers and filed a Stipulation and Agreement with the FERC on October 28, 2019. On February 25, 2020, Texas Eastern received approval from the FERC of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020. On July 2, 2020, Algonquin received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020. East Tennessee filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020. The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we will await FERC approval. The US portion of Alliance Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval. In July 2020, the 2020-2021 rate settlement agreement with Westcoast's BC Pipeline shippers was approved by the CER. Following approval of the settlement, Westcoast applied and received approval from the CER on August 12, 2020 for the interim tolls to be made final, including the interim tolls from January 1, 2020 to March 31, 2020 as well as the revised interim tolls in effect as at April 1, 2020.

33


Our operations are subject to the jurisdiction of the Environmental Protection Agency and various other federal, state and local environmental agencies. Our US interstate natural gas pipelines and certain of DCP Midstream’s gathering and transmission pipelines are also subject to the regulations of the DOT concerning pipeline safety.

The intrastate natural gas and NGL pipelines owned by us and DCP Midstream are subject to state regulation. DCP Midstream's interstate NGL transportation pipelines are subject to FERC regulation. The natural gas gathering and processing activities of DCP Midstream are not subject to FERC regulation.

Our Canadian operations are governed by various federal and provincial agencies with respect to pipeline safety, including the CER, the Transportation Safety Board and the Ontario Technical Standards and Safety Authority.

Our Canadian natural gas transmission operations are subject to regulation by the CER or the provincial agencies in Canada, such as the OEB. These agencies have jurisdiction similar to the FERC for regulating rates, the terms and conditions of service, the construction of additional facilities and acquisitions. In addition, these assets are subject to GHG emissions regulations, including GHG emissions management and carbon pricing policies. Across Canada there are a variety of new and evolving initiatives in development at the federal and provincial levels aimed at reducing GHG emissions. The Government of Canada has finalized a federal plan to have carbon pricing in place in all Canadian jurisdictions.

GAS DISTRIBUTION AND STORAGE
Operational Regulation
Our gas distribution and storage utility operations are regulated by the OEB and the Québec Régie de l’énergie, among others. To the extent that the regulators’ future actions are different from current expectations, the timing and amount of recovery or refund of amounts recorded on the Consolidated Statements of Financial Position, or amounts that would have been recorded on the Consolidated Statements of Financial Position in absence of the effects of regulation, could be different from the amounts that are eventually recovered or refunded.

Enbridge Gas' distribution rates, commencing in 2019, are set under a five-year incentive regulation (IR) framework using a price cap mechanism. The price cap mechanism establishes new rates each year through an annual base rate escalation at inflation less a 0.3% productivity factor, annual updates for certain costs to be passed through to customers, and where applicable, the recovery of material discrete incremental capital investments beyond those that can be funded through base rates. The IR framework includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that requires Enbridge Gas to share equally with customers any earnings in excess of 150 basis points over the annual OEB approved return on equity (ROE).

We seek to mitigate operational regulation risk. We retain dedicated professional staff and maintain strong relationships with customers, intervenors and regulators. This strong regulatory relationship continued in 2020 following OEB Decisions and Ordersapproving Phase 2 of Enbridge Gas’ application for 2020 rates and Phase 1 of Enbridge Gas’ application for 2021 rates. The Phase 2 Decision and Order approved the recovery of requested 2020 discrete incremental capital investments through the incremental capital module, while the Phase 1 Decision and Order approved 2021 base rate escalation under the price cap mechanism.

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Enbridge Gas has continued to develop opportunities to support a low carbon future in Ontario. In 2020, the OEB approved Enbridge Gas' application to implement a voluntary RNG pilot program, whereby customers can voluntarily contribute towards the incremental cost of low carbon RNG which would displace regular natural gas.The OEB also approved Enbridge Gas' pilot project to construct facilities that will allow regular natural gas to be blended with hydrogen gas, in an isolated portion of the existing distribution system, with the intent to gain insight into the use of hydrogen as a method for decarbonizing natural gas for the purpose of reducing GHG emissions.

Environmental Regulation
Our workers, operations and facilities are subject to municipal, provincial and federal legislation which regulate the protection of the environment and the health and safety of workers. Environmental legislation primarily includes regulation of discharges to air, land and water; environmental assessment of natural gas infrastructure projects in Ontario; protection of species at risk and species at risk habitat; management and disposal of hazardous waste; the assessment and management of contaminated sites; and the reporting and reduction of GHG emissions.
Gas distribution system operation, as with any industrial operation, has the potential risk of abnormal or emergency conditions, or other unplanned events that could result in leaks or emissions in excess of permitted levels. These events could result in injuries to workers or the public, adverse impacts to the environment in which we operate, property damage or regulatory violations including orders and fines. We could also incur future liability for soil and groundwater contamination associated with past and present site activities.

In addition to gas distribution, we also operate storage facilities and a small amount of oil and brine production in southwestern Ontario. Environmental risk associated with these facilities is the potential for unplanned releases. In the event of a release, remediation of the affected area would be required. There would also be potential for fines, orders or charges under environmental legislation, and potential third-party liability claims by any affected landowners.
The gas distribution system and our other operations must maintain environmental approvals and permits from regulators to operate. As a result, these assets and facilities are subject to periodic inspections and/or audits. Annual reports, such as the Annual Written Summary Report are submitted to the Ontario Ministry of the Environment, Conservation and Parks (MECP) and other regulators to demonstrate we are in good standing with our Environmental Compliance Approvals. Failure to maintain regulatory compliance could result in operational interruptions, fines, and/or orders for additional pollution control technology or environmental mitigation. As environmental requirements and regulations become more stringent, the cost to maintain compliance and the time required to obtain approvals has increased.

As with previous years, in 2020, we reported operational GHG emissions, including emissions from stationary combustion, flaring, venting and fugitive sources to Environment and Climate Change Canada (ECCC), the Ontario MECP, and a number of voluntary reporting programs. In accordance with the provincial GHG regulations, stationary combustion and flaring emissions related to storage and transmission operations were verified in detail by a third-party accredited verifier with no material discrepancies found.
Enbridge Gas utilizes emissions data management processes and systems to help with the data capture and mandatory and voluntary reporting needs. Quantification methodologies and emission factors will continually be updated in the system as required. Enbridge Gas continues to work with industry associations to refine quantification methodologies and emissions factors, as well as best management practices to minimize emissions.

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In October 2018, the federal government confirmed that Ontario is subject to the federal government’s carbon pricing program, otherwise known as the Federal Carbon Pricing Backstop Program. This program consists of two components: a carbon charge levied on fossil fuels, including natural gas, and an output-based pricing system (OBPS).
The federal carbon charge took effect on April 1, 2019 at a rate of 3.91 cents/cubic meter (m3) of natural gas and is applicable to the majority of customers. Enbridge Gas is registered as a natural gas distributor with the Canada Revenue Agency and remits the federal carbon charge on a monthly basis. The charge increases annually on April 1 of each year by 1.96 cents/m3, rising up to 9.79 cents/m3 in 2022. In December 2020, the federal government announced plans to increase the federal carbon price by $15 per year, rising to $170 per tonne of carbon dioxide equivalent in 2030. Enbridge Gas estimates that this will equate to a federal carbon charge on natural gas of approximately 33.31 cents/m3 in 2030.
The OBPS component came into effect on January 1, 2019. Under OBPS, a registered facility has a compliance obligation for the portion of their emissions that exceeds their annual facility emissions limit, which is calculated based on the sector specific output-based standard and annual production. Enbridge Gas is registered with ECCC as an emitter in the OBPS program and has an annual compliance obligation associated with the combustion and flaring emissions associated with its natural gas pipeline transmission system. As a registered facility under OBPS,Enbridge Gas submitted an annual report along with the required verification report from an accredited third-party verifier who found no material misstatements. Enbridge Gas is required to remit payment for facility emissions that exceed its annual facility emissions limit. Due to COVID-19, ECCC has delayed the payment deadline from December 15, 2020 to April 15, 2021, and therefore Enbridge Gas has deferred payment until the first half of 2021.
In September 2020, Ontario and the federal government announced that the federal government has accepted that Ontario’s Emission Performance Standards (EPS) will replace the federal OBPS for industrial facilities. The date of the transition has not yet been communicated. Enbridge Gas will continue to have a compliance obligation under either the OBPS or EPS program for its facility-related emissions, as well as the federal carbon charge for its customer-related emissions.

HUMAN CAPITAL RESOURCES

WORKFORCE SIZE AND COMPOSITION
As at December 31, 2020, we had approximately 11,200 regular employees, including 1,600 unionized employees across our North American operations. This total rises to more than 13,000 if including temporary employees and contractors. We have a strong preference for direct employment relationships but where we have collectively bargained for employees, we have mature working relationships with our labor unions and the parties have traditionally committed themselves to the achievement of renewal agreements without a work stoppage.

SAFETY
We believe all injuries, incidents and occupational illnesses are preventable. Our overall focus on employee and contractor safety continues to result in strong performance compared against industry benchmarks and we are actively engaged in continuous improvement exercises as we pursue our goal of zero incidents. Refer also to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments- COVID-19 Pandemic, Reduced Crude Oil Demand and Commodity Prices.

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DIVERSITY AND INCLUSION
To ensure our workforce is reflective of the communities where we operate, we have pursued efforts to increase the representation of women, ethnic and racial groups, people with disabilities and veterans. Our original ambitions were set and shared with employees in 2018 with progress toward achievement shared regularly through our Diversity Dashboard. While we have made strong progress, we are accelerating the pace of our program and we have plans in place to meet our objectives by 2025. Consistent with our culture, we remain committed to open, two-way dialogue related to our goals, enhancing transparency and accountability for all stakeholders.

In early 2021, we added Inclusion to our core values of Safety, Integrity and Respect to demonstrate this commitment.

We are building an organization where people feel safe and welcome and have the opportunity to thrive and grow based on merit. As part of our evolving ESG strategy, we wanted to create a tighter link between our success and the workforce related ESG measures – including safety and diversity – that enable it. As a result, beginning in 2021, key metrics in these areas are embedded in our scorecards and directly impact compensation.

PRODUCTIVITY AND DEVELOPMENT
We continually invest in our people’s personal and professional development because we recognize their success is our success. Every year, employees are provided a range of development opportunities through a variety of channels, including: educational reimbursement programs; developmental relationships with mentors; rotational assignments; and Enbridge University, which offers a large catalog of courses.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers:
NameAgePosition
Al Monaco61President & Chief Executive Officer
Colin K. Gruending51Executive Vice President & Chief Financial Officer
Robert R. Rooney64Executive Vice President & Chief Legal Officer
William T. Yardley56Executive Vice President & President, Gas Transmission and Midstream
Cynthia L. Hansen56Executive Vice President & President, Gas Distribution and Storage
Byron C. Neiles55Executive Vice President, Corporate Services
Vern D. Yu54Executive Vice President & President, Liquids Pipelines
Matthew Akman53Senior Vice President, Strategy & Power
Allen C. Capps50Senior Vice President, Corporate Development & Energy Services

Al Monaco was appointed President and Chief Executive Officer on October 1, 2012. Mr. Monaco is also a member of the Enbridge Board of Directors. Prior to being appointed President of Enbridge, Mr. Monaco served as President, Gas Pipelines, Green Energy and International with responsibility for the growth and operations of our gas pipelines, including the gas gathering and processing operations in the US, our Gulf Coast offshore assets and our investments in Alliance Pipeline, Vector and Aux Sable, as well as our International business development and investment activities and Renewable Power Generation.

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Colin K. Gruending was appointed Executive Vice President and Chief Financial Officer of Enbridge on June 1, 2019. Previously, our Senior Vice President, Corporate Development and Investment Review, Mr. Gruending performed a number of progressively challenging executive roles such as Vice President Corporate Development and Planning and Vice President, Treasury and Tax while concurrently serving as Chief Financial Officer for Enbridge Income Fund and Enbridge Income Fund Holdings Inc. Prior to that, Mr. Gruending served as Corporate Controller and also led enterprise Investor Relations and Pension Investments.

Robert R. Rooney was appointed Executive Vice President and Chief Legal Officer on February 1, 2017. Mr. Rooney leads our legal, ethics and compliance, security and aviation teams across the organization.

William T. Yardley was named Executive Vice President and President, Gas Transmission and Midstream on February 27, 2017. Mr. Yardley, based in Houston, was previously President of Spectra Energy Corp's. (Spectra Energy) US Transmission and Storage business, leading the business development, project execution, operations and environment, health and safety efforts associated with Spectra Energy’s US portfolio of assets.

Cynthia L. Hansen was appointed Executive Vice President and President, Gas Distribution and Storage, on June 1, 2019. Ms. Hansen is responsible for the overall leadership and operations of Enbridge Gas, following the amalgamation of Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union Gas), as well as Gazifère. Previously, our Executive Vice President, Utilities and Power Operations, Ms. Hansen is also the Executive Sponsor for Asset and Work Management Transformation across Enbridge, working with other business unit leaders.

Byron C. Neiles was appointed Executive Vice President, Corporate Services on May 2, 2016. Mr. Neiles has oversight of our Technology & Information Services, Human Resources, Real Estate, Safety & Reliability, Supply Chain Management, and Public Affairs, Communications & Sustainability. Mr. Neiles had previously held the role of Senior Vice President, Major Projects, Enterprise Safety and Operational Reliability and had been Senior Vice President of Major Projects since November 2011, after joining our Major Projects group in April 2008.

Vern D. Yu was appointed Executive Vice President and President, Liquids Pipelines on January 1, 2020. Previously, Mr. Yu served as President and Chief Operating Officer for Liquids Pipelines and prior to that served as Executive Vice President and Chief Development Officer. He had previously served as Senior Vice President, Corporate Planning and Chief Development Officer. Prior to joining Corporate Development, Mr. Yu served as Senior Vice President of Business and Market Development for Enbridge’s Liquids Pipelines division and previously has held a series of roles with increasing responsibility in our corporate and financial areas.

Matthew Akman is our Senior Vice President, Strategy and Power. He is responsible for the corporate strategic planning process and all renewable power operations and development globally. Mr. Akman joined Enbridge in early 2016 as our head of Corporate Strategy and also previously held responsibilities for Corporate Development and Investor Relations. Prior to joining Enbridge, Mr. Akman worked primarily in banking with a focus on institutional equity research.

Allen C. Capps is our Senior Vice President, Corporate Development and Energy Services. He is responsible for capital allocation, investment review, corporate business development and Energy Services. Prior to assuming his current role in June 2019, Mr. Capps served as our Senior Vice President and Chief Accounting Officer and before that Vice President and Controller of Spectra Energy.

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ADDITIONAL INFORMATION

Additional information about us is available on our website at www.enbridge.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The aforementioned information is made available in accordance with legal requirements and is not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K. We make available free of charge, through our website, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC may also be obtained through the SEC’s website (www.sec.gov).

ENBRIDGE GAS INC.
Additional information about Enbridge Gas can be found in its annual information form, financial statements and management's discussion and analysis (MD&A) for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Enbridge Gas and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

ENBRIDGE PIPELINES INC.
Additional information about Enbridge Pipelines Inc. (EPI) can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to EPI and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

WESTCOAST ENERGY INC.
Additional information about Westcoast can be found in its annual information form, financial statements and MD&A for the year ended December 31, 2020, which have been filed with the securities commissions or similar authorities in each of the provinces of Canada. These documents contain detailed disclosure with respect to Westcoast and are publicly available on SEDAR at www.sedar.com. These documents are not, unless otherwise specifically stated, incorporated by reference into this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

The following risk factors could materially and adversely affect our business, operations, financial results or market price or value of our securities. This list is not exhaustive, and we place no priority or likelihood based on order of presentation or grouping under sub-captions. For ease of reference, the risk factors are presented under the following sub-captions: (1) Risks Related to Operational Disruption or Catastrophic Events; (2) Risks Related to our Business and Industry; and (3) Risks Related to Government Regulation and Legal Risks.

RISKS RELATED TO OPERATIONAL DISRUPTION OR CATASTROPHIC EVENTS

Pipeline operations involve numerous risks that may adversely affect our business and financial results.
Operation of complex pipeline systems, gathering, treating, storing and processing operations involves many risks, hazards and uncertainties. These events include adverse weather conditions, accidents, the breakdown or failure of equipment or processes, the performance of the facilities below expected levels of capacity and efficiency and catastrophic events; which include, but are not limited to, physical risks related to climate change, such as, fires, earthquakes, hurricanes, floods, landslides, increased volatility in season temperatures, rising sea levels or other similar events beyond our control. These types of catastrophic events could result in loss of human life, significant damage to property and our assets, environmental pollution and impairment of our operations, any of which could also result in substantial losses for which insurance may not be sufficient or available and for which we may bear a part or all of the cost.

We have experienced such events in the past, including in 2010 on Lines 6A and 6B of the Lakehead System; in October 2018 at the BC Pipeline T-South system; and in January 2019, August 2019 and May 2020 at the Texas Eastern pipeline, and we cannot guarantee that we will not experience catastrophic events in the future. In addition, we could be subject to litigation and significant fines and penalties from regulators in connection with any such events.

An environmental incident is an event that may cause harm or potential harm to the environment and could also lead to an increased cost of operating and insuring our assets, thereby negatively impacting earnings. An environmental incident could have lasting reputational impacts to us and could impact our ability to work with various stakeholders. For pipeline and storage assets located near populated areas, including residential communities, commercial business centers, industrial sites and other public gathering locations, the level of damage resulting from these catastrophic events could be greater.

A service interruption could have a significant impact on our operations, and negatively impact financial results, relationships with stakeholders and our reputation.
A service interruption due to a major power disruption, curtailment of commodity supply, operational incident or other reasons could have a significant impact on our operations and negatively impact financial results, relationships with stakeholders and our reputation. Service interruptions that impact our crude oil and natural gas transportation services can negatively impact shippers’ operations and earnings as they are dependent on our services to move their product to market or fulfill their own contractual arrangements.
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Our operations involve safety risks to the public and to our workers and contractors.
Several of our pipelines and distribution systems and related assets are operated in close proximity to populated areas and a major incident could result in injury or loss of life to members of the public. In addition, given the natural hazards inherent in our operations, our workers and contractors are subject to personal safety risks. A public safety incident or an injury or loss of life to our workers or contractors, which we have experienced in the past and, despite the precautions we take, may experience in the future, could result in reputational damage to us, material repair costs or increased costs of operating and insuring our assets.

Cyber-attacks or security breaches could adversely affect our business, operations or financial results.
Our business is dependent upon information systems and other digital technologies for controlling our plants, pipelines and other assets, processing transactions and summarizing and reporting results of operations. The secure processing, maintenance and transmission of information is critical to our operations. A security breach of our network or systems, or the network or systems of our third-party vendors, could result in improper operation of our assets, potentially including delays in the delivery or availability of our customers’ products, contamination or degradation of the products we transport, store or distribute, or releases of hydrocarbon products for which we could be held liable. Furthermore, we and some of our vendors collect and store sensitive data in the ordinary course of our business, including personal identification information of our employees as well as our proprietary business information and that of our customers, suppliers, investors and other stakeholders.
Cybersecurity risks have increased in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyber-attacks and data security breaches. Because of the critical nature of our infrastructure and our use of information systems and other digital technologies to control our assets, we face a heightened risk of cyber-attacks. We have a cyber-security controls framework in place which has been derived from the National Institute of Standards. We monitor our control effectiveness in an increasing threat landscape and continuously take action to improve our security posture. We have implemented a security operations center, which operates at all times to monitor, detect and investigate activity in our network together with an incident response process that we test on a monthly basis. We conduct independent cyber-security audits and penetration tests on a regular basis to test that our preventative and detective controls are working as designed.
During the normal course of business, we have experienced and expect to continue to experience attempts to gain unauthorized access to, or to compromise, our information systems or to disrupt our operations through cyber-attacks or security breaches, although none to our knowledge have had a material adverse effect on our business, operations or financial results. Despite our security measures, our information systems, or those of our vendors, may become the target of further cyber-attacks (including hacking, viruses or acts of terrorism) or security breaches (including employee error, malfeasance or other breaches), which could compromise our network or systems, or those of our vendors, affect our ability to correctly record, process and report transactions or financial information, or result in the release or loss of the information stored therein, misappropriation of assets, disruption to our operations or damage to our facilities. As a result of a cyber-attack or security breach, we could also be liable under laws that protect the privacy of personal information, subject to regulatory penalties, experience damage to our reputation or a loss of consumer confidence in our products and services, or incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences or other costs or be subject to increased regulation or litigation, all of which could materially adversely affect our reputation, business, operations or financial results.

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Pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, may adversely affect local and global economies and our business, operations or financial results.
Disruptions caused by pandemics, epidemics or disease outbreaks, in locations in which we operate or globally, could materially adversely affect our business, operations, financial results and forward-looking expectations. The COVID-19 pandemic has negatively impacted us in 2020 and the impacts are expected to continue for future periods, which we are unable to reasonably predict due to numerous uncertainties, including the duration and severity of the pandemic.

The World Health Organization declared COVID-19 to be a pandemic on March 11, 2020. In response to the rapid global spread of COVID-19, governments have enacted emergency measures to combat the spread of the virus. These measures include restrictions on business activity and travel, as well as requirements to isolate or quarantine, which could continue or expand. Certain of our operations and projects have been deemed essential services in critical infrastructure sectors and are currently exempt from certain business activity restrictions; however, there is no guarantee that this exemption will continue. These actions have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial and commodity markets, resulting in lower interest rates; impacted social conditions; and adversely impacted national and international economic conditions, including commodity prices and demand for energy, as well as the labor market.

Given the ongoing and dynamic nature of the circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the impact of this pandemic, including any responses to it, will be on North American or global economies or our business, or for how long disruptions are likely to continue. The extent of such impact will depend on future developments and factors outside of our control, which are highly uncertain, rapidly evolving and cannot be predicted, including new information which may emerge concerning the severity or duration of this pandemic (including regarding new COVID-19 strains) and actions taken by governments and others to contain or end the COVID-19 pandemic or its impact (including regarding the development and distribution of effective vaccines). Such developments, which have had or may have an adverse effect on our customers, suppliers, regulators, business, operations and financial results, include disruptions that, among other things:

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 investments;
could prevent one or more of our secured capital projects from proceeding, and has delayed completion and increased anticipated costs of certain projects;
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 the ratings assigned to our securities or our credit facilities and/or impact our ability to access capital markets at effective rates;
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;
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 US; and
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could result in future business interruption losses that our insurance coverage may not be sufficient to cover.

There can be no assurance that our strategies to address potential disruptions will mitigate these risks or the adverse impacts to our business, operations and financial results. Future adverse impacts to our business, operations and financial results may materialize that are not yet known. In addition, disruptions related to the COVID-19 pandemic have had, or could have, the effect of heightening many of the other risks described in this Item 1A. Risk Factors. The risk that is most significantly heightened by the COVID-19 pandemic is the impact of commodity price weakness and volatility on our Liquids Pipelines, Gas Transmission and Midstream and Energy Services businesses, as detailed in the risk factor “Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our results of operations” below. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its global impact, including any related recession, as well as lingering impacts on supply of, demand for and prices of crude oil, natural gas, natural gas liquids, LNG and renewable energy.

Terrorist attacks and threats, escalation of military activity in response to these attacks or acts of war, and other civil unrest or activism could adversely affect our business, operations or financial results.
Terrorist attacks and threats, escalation of military activity or acts of war, or other civil unrest or activism may have significant effects on general economic conditions and may cause fluctuations in consumer confidence and spending and market liquidity, each of which could adversely affect our business. Future terrorist attacks, rumors or threats of war, actual conflicts involving the US, or Canada, or military or trade disruptions may significantly affect our operations and those of our customers. Strategic targets, such as energy related assets, may be at greater risk of future attacks than other targets in the US and Canada. In addition, increased environmental activism against pipeline construction and operation could potentially result in work delays, reduced demand for our products and services, increased legislation or denial or delay of permits and rights-of-way. Finally, the disruption or a significant increase in energy prices could result in government-imposed price controls. It is possible that any of these occurrences, or a combination of them, could adversely affect our business, operations or financial results.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

There are utilization risks with respect to our assets.
With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the CTS on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues and earnings. Factors such as changing market fundamentals, capacity bottlenecks, operational incidents, regulatory restrictions, system maintenance and increased competition can all impact the utilization of our assets. Market fundamentals, such as commodity prices and price differentials, weather, gasoline price and consumption, alternative energy sources and global supply disruptions outside of our control can impact both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines.

With respect to our Gas Transmission and Midstream assets, gas supply and demand dynamics continue to change as a result of the development of non-conventional shale gas supplies. The increase in natural gas supply has resulted in declines in the price of natural gas in North America. As a result, a shift occurred to extraction of gas in richer, wet gas areas with higher NGL content which depressed activity in dry fields. This, in turn, has contributed to a resulting oversupply of pipeline takeaway capacity in some areas, which can adversely affect our revenues and earnings.

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With respect to our Gas Distribution and Storage assets, customers are billed on a combination of both fixed charge and volumetric basis and our ability to collect their respective total revenue requirement (the cost of providing service, including a reasonable return to the utility) depends on achieving the forecast distribution volume established in the rate-making process. The probability of realizing such volume is contingent upon four key forecast variables: weather, economic conditions, pricing of competitive energy sources and growth in the number of customers. Weather is a significant driver of delivery volumes, given that a significant portion of our Gas Distribution customer base uses natural gas for space heating. Distribution volume may also be impacted by the increased adoption of energy efficient technologies, along with more efficient building construction, that continue to place downward pressure on consumption. In addition, conservation efforts by customers may further contribute to a decline in annual average consumption. Our Gas Distribution business has deferral accounts approved by the OEB that provide regulatory protection against the margin impacts associated with declining annual average consumption due to efficiencies and customers’ conservation efforts. Sales and transportation service to large volume commercial and industrial customers is more susceptible to prevailing economic conditions. As well, the pricing of competitive energy sources affects volume distributed to these sectors as some customers have the ability to switch to an alternate fuel. Even in those circumstances where we attain our respective total forecast distribution volume, our Gas Distribution business may not earn its expected ROE due to other forecast variables, such as the mix between the higher margin residential and commercial sectors and the lower margin industrial sector. Our Gas Distribution business remains at risk for the actual versus forecast large volume contract commercial and industrial volumes.

With respect to our Renewable Power Generation assets, earnings from these assets are highly dependent on weather and atmospheric conditions as well as continued operational availability of these energy producing assets. While the expected energy yields for Renewable Power Generation projects are predicted using long-term historical data, wind and solar resources are subject to natural variation from year to year and from season to season. Any prolonged reduction in wind or solar resources at any of the Renewable Power Generation facilities could lead to decreased earnings and cash flows for us. Additionally, inefficiencies or interruptions of Renewable Power Generation facilities due to operational disturbances or outages resulting from weather conditions or other factors, could also impact earnings.

An impairment of our assets, including goodwill, property, plant, and equipment, intangible assets, and/or equity method investments, could reduce our earnings.
Generally accepted accounting principles in the United States of America (US GAAP) requires us to test certain assets for impairment on either an annual basis or when events or circumstances occur which indicate that the carrying value of such assets might be impaired. The outcome of such testing could result in impairments of our assets including our goodwill, property, plant and equipment, intangible assets, and/or equity method investments. Additionally, any asset monetizations could result in impairments if such assets are sold or otherwise exchanged for amounts less than their carrying value. If we determine that an impairment has occurred, we would be required to take an immediate non-cash charge to earnings.

Our assets vary in age and were constructed over many decades which may cause our inspection, maintenance or repair costs to increase in the future.
Our pipelines vary in age and were constructed over many decades. Pipelines are generally long-lived assets, and pipeline construction and coating techniques have changed over time. Depending on the era of construction, some assets require more frequent inspections, which could result in increased maintenance or repair expenditures in the future. Any significant increase in these expenditures could adversely affect our business, operations or financial results.

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Competition may result in a reduction in demand for our services, fewer project opportunities or assumption of risk that results in weaker or more volatile financial performance than expected.
We face competition from competing carriers available to ship western Canadian liquid hydrocarbons to markets in Canada, the US and internationally and from proposed pipelines that seek to access markets currently served by our liquids pipelines. Competition among existing pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier alternatives and proximity to markets. We also face competition from alternative gathering and storage facilities. Our natural gas transmission and storage businesses compete with similar facilities that serve our supply and market areas in the transmission and storage of natural gas. The natural gas transported in our business competes with other forms of energy available to our customers and end-users, including electricity, coal, propane, fuel oils, and renewable energy. Competition in all of our businesses, including competition for new project development opportunities, could have a negative impact on our business, financial condition or results of operations.

Execution of our projects subjects us to various regulatory, operational and market risks that may affect our financial results.
Our ability to successfully execute our projects is subject to various regulatory, operational and market risks, including:

the ability to obtain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and to maintain those issued approvals and permits and satisfy the terms and conditions imposed therein;
potential changes in federal, state, provincial and local statutes and regulations, including environmental requirements, that may prevent a project from proceeding or increase the anticipated cost of the project;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
opposition to our projects by third parties, including interest groups;
the availability of skilled labor, equipment and materials to complete projects;
the ability to construct projects within anticipated costs, including the risk of cost overruns resulting from inflation or increased costs of equipment, materials or labor, contractor or supplier non-performance, weather, geologic conditions or other factors beyond our control, that may be material;
general economic factors that affect the demand for our projects; and
the ability to raise financing for these projects.

Climate related risks are integrated into our larger risk categories that encompass operational, financial and stakeholder consequences. This is done because of the interconnected economic, social and environmental nature of climate impacts requires a comprehensive review within the context of other risks that impact us.

Any of these risks could prevent a project from proceeding, delay its completion or increase its anticipated cost. Recent projects that have experienced delays include the US L3R Program, the Spruce Ridge Project and the T-South Reliability and Expansion Program. New projects may not achieve their expected investment return, which could affect our financial results, and hinder our ability to secure future projects. For additional discussion of specific proceedings that could affect our operations and financial results, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates.

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Changing expectations from stakeholders regarding ESG practices and climate change or erosion of stakeholder trust or confidence could influence actions or decisions about our company and industry and have negative impacts on our business, operations or financial results.
Companies across all sectors and industries are facing changing expectations or increasing scrutiny from stakeholders related to their approach to ESG matters of greatest relevance to their business and to their stakeholders. For energy companies, climate change, safety and stakeholder relations remain primary focus areas; changing expectations of our practices and performance across these and other ESG areas may impose additional costs or create exposure to new or additional risks. Our operations, projects and growth opportunities require us to have strong relationships with key stakeholders, including local communities, Indigenous communities and other groups directly impacted by our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which are increasingly focused on ESG practices. We have long been committed to strong ESG practices and performance, and in 2020 introduced a set of ESG goals to strengthen transparency and accountability. The goals include targets for GHG emissions reduction; adapting to the energy transition over time is one of our strategic priorities. Inadequately managing expectations and issues important to stakeholders, including those related to environment and climate change, could impact stakeholder trust and confidence and our reputation and have negative impacts on our business, operations or financial results, including:

loss of business;
loss of ability to secure growth opportunities;
delays in project execution;
legal action, such as the legal challenges to the operation of Line 5 in Michigan and Wisconsin;
increased regulatory oversight;
loss of ability to obtain and maintain necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms;
impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;
changing investor sentiment regarding investment in the oil and gas industry or our company;
restricted access to and cost of capital; and
loss of ability to hire and retain top talent.

We are also exposed to the risk of higher costs, delays, project cancellations, new restrictions or the cessation of operations of existing pipelines due to increasing pressure on governments and regulators. Recent judicial decisions have increased the ability of groups to make claims and oppose projects in regulatory and legal forums. In addition to issues raised by groups focused on particular project impacts, we and others in the energy and pipeline businesses are facing organized opposition to oil and gas extraction and shipment of oil and gas products.

Our forecasted assumptions may not materialize as expected on our expansion projects, acquisitions and divestitures.
We evaluate expansion projects, acquisitions and divestitures on an ongoing basis. Planning and investment analysis is highly dependent on accurate forecasting assumptions and to the extent that these assumptions do not materialize, financial performance may be lower or more volatile than expected. Volatility and unpredictability in the economy, both locally and globally, change in cost estimates, project scoping and risk assessment could result in a loss of our profits.

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Our insurance coverage may not be sufficient to cover our losses in the event of an accident, natural disaster or other hazardous event.
Our operations are subject to many hazards inherent in our industry. Our assets may experience physical damage as a result of an accident or natural disaster. These hazards also can cause, and in some cases have caused, personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operations. We maintain a comprehensive insurance program for us, our subsidiaries and certain of our affiliates to mitigate the financial impacts arising from these hazards. This program includes insurance coverage in types and amounts and with terms and conditions that are generally consistent with coverage customary for our industry; however, insurance does not cover all events in all circumstances.

In the unlikely event that multiple insurable incidents that in the aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be allocated among our entities on an equitable basis based on an insurance allocation agreement among us and our subsidiaries. Additionally, even with insurance, if any natural disaster or other hazardous event leads to a catastrophic interruption in operations, we may not be able to restore operations without significant interruption.

We are exposed to the credit risk of our customers.
We are exposed to the credit risk of our customers in the ordinary course of our business. Generally, our customers are rated investment-grade, are otherwise considered creditworthy or provide us security to satisfy credit concerns. A significant amount of our credit exposures for transmission and storage services are with customers who have an investment-grade rating (or the equivalent based on our evaluation) or are secured by collateral. However, we cannot predict to what extent our business would be impacted by deteriorating conditions in the economy, including possible declines in our customers’ creditworthiness. As a result of future capital projects for which natural gas and oil producers may be the primary customer, our credit exposure with below investment-grade customers may increase. It is possible that customer payment defaults, if significant, could adversely affect our earnings and cash flows.

Our risk management policies cannot eliminate all risks. In addition, any non-compliance with our risk management policies could adversely affect our business, operations or financial results.
We use derivative financial instruments to manage the risks associated with movements in foreign exchange rates, interest rates, commodity prices and our share price to reduce volatility of our cash flows. Based on our risk management policies, all of our derivative financial instruments are associated with an underlying asset, liability and/or forecasted transaction. We do not enter into transactions with the objective of speculating on commodity prices or interest rates. These policies cannot, however, eliminate all risk of unauthorized trading and other speculative activity. Although this activity is monitored independently by our risk management function, we remain exposed to the risk of non-compliance with our risk management policies. We can provide no assurance that our risk management function will detect and prevent all unauthorized trading and other violations of our risk management policies and procedures, particularly if deception, collusion or other intentional misconduct is involved, and any such violations could adversely affect our business, operations or financial results.

Our business requires the retention and recruitment of a skilled workforce, and difficulties recruiting and retaining our workforce could result in a failure to implement our business plans.
Our operations and management require the retention and recruitment of a skilled workforce, including engineers, technical personnel and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. If we are unable to retain current employees and/or recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased costs to retain and recruit these professionals.

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Our transformation projects may fail to fully deliver anticipated results.
We launched projects starting in 2016 to transform various processes, capabilities and reporting systems infrastructure to continuously improve effectiveness and efficiency across the organization and are subject to transformation project risk with respect to these projects. Such projects, some of which will continue into 2021 and 2022, including integration initiatives arising out of the merger with Spectra Energy and the amalgamation of EGD and Union Gas, are subject to transformation project risk. Transformation project risk is the risk that modernization projects carried out by us and our subsidiaries do not fully deliver anticipated results due to insufficiently addressing the risks associated with project execution and change management. This could result in negative financial, operational and reputational impacts.

Weakness and volatility in commodity prices increase utilization risks with respect to our assets and has had and may have an adverse effect on our operational results.
The COVID-19 pandemic and concerns about global economic growth have caused considerable uncertainty in the market for crude oil, natural gas and other commodities, lowering demand forecasts. This, and the changing relationship dynamic among OPEC+ members, has put severe downward pressure on prices early in 2020. The economic climate in Canada, the US and abroad has deteriorated and worldwide demand for petroleum products has diminished. 2020 saw a dramatic decline in the price of crude oil, natural gas and NGL and other commodities whose prices are highly correlated to crude oil. The West Texas Intermediate benchmark prices for crude oil had been trading around US$60 per barrel in December 2019 and fell to as low as US$14 per barrel in March 2020 and into a negative value on April 20, 2020. Crude oil prices started to recover in the second and third quarters of 2020, with West Texas Intermediate benchmark prices reaching over US$40 primarily due to the announcement of crude oil productions cuts in April 2020 and June 2020. The West Texas Intermediate benchmark finished the year at US$48.35 per barrel.

With respect to our Liquids Pipelines assets, we are exposed to throughput risk under the Competitive Tolling Settlement on the Canadian Mainline and under certain tolling agreements applicable to other Liquids Pipelines assets, such as the Lakehead System. A decrease in volumes transported can directly and adversely affect our revenues and earnings. The current commodity price environment has impacted both the supply of and demand for crude oil and other liquid hydrocarbons transported on our pipelines. This has led to a year-over-year reduction in Mainline System utilization of 80 kbpd in 2020.

While reduced demand has impacted throughput and revenue on the Mainline System, the financial impact of reduced throughput on our upstream regional pipelines and our downstream market extension pipelines is largely mitigated by the presence of take-or-pay contracts. The financial impact is also mitigated through cost-of-service arrangements with credit-worthy counterparties or parties that are not investment grade but have instead provided credit support in the form of letters of credit or other instruments. The existing market conditions are likely to stress the creditworthiness of many of these counterparties and we continue to evaluate the situation on an ongoing basis. To date, we have not had any counterparty default on its obligations to maintain credit support or pay its tolls under these contracts and, at this time, we do not foresee a material impact to our financial results.

Shippers also reduced investment in exploration and development programs in 2020. The decline in oil prices is also causing some sponsors of oil sands development programs to reconsider the timing of previously announced upstream development projects. Cancellation or deferral of these projects would affect longer-term supply growth from the Western Canadian Sedimentary Basin.

With respect to our Gas Transmission and Midstream assets, the low commodity prices have had limited impact on demand for natural gas shipped within our long-haul Gas Transmission assets in the US and Canada. These assets are comprised of primarily cost-of-service and take-or-pay contract arrangements which are not directly impacted by fluctuations in commodity prices.

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Within our US Midstream assets, through our investment in DCP Midstream and, to a lesser extent, the Aux Sable liquids product plant, we are engaged in the businesses of gathering, treating and processing natural gas and natural gas liquids. Given the drastic decline in commodity prices, DCP Midstream made the decision to decrease its distribution to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby reducing our cash flows. Aux Sable results were also negatively impacted by these lower commodity prices.

With respect to our Energy Services business, we generate margins by capitalizing on quality, time and location differentials when opportunities arise. The recent volatility in commodity prices could limit margin opportunities and impede our ability to cover capacity commitments.

At this point, given the many outstanding questions as to the length and depth of the current low commodity price environment, the impact on us is uncertain; however, it is possible that it may have an adverse impact on our business and our results of operations.

Our Liquids Pipelines growth rate and results may be directly and indirectly affected by commodity prices and Government policy.
The efforts implemented in 2019 by the Alberta Government to manage supply and inventories in Western Canada continued at diminishing levels in 2020 as incremental take away capacity was introduced to the market. This intervention had a negligible impact on the Mainline System throughput, as enough inventory existed to meet refinery customer needs and service our favorable markets. Wide commodity price basis between Western Canada and global tidewater markets have negatively impacted producer netbacks and margins in the past years that largely resulted from pipeline infrastructure takeaway capacity from producing regions in Western Canada and North Dakota which are operating at capacity. A protracted long-term outlook for low crude oil prices could result in delay or cancellation of future projects.

The tight conventional oil plays of Western Canada and the Bakken region of North Dakota have short cycle break-even time horizons, typically less than 24 months, and high decline rates that can be well managed through active hedging programs and are positioned to react quickly at market signals. Accordingly, during periods of comparatively low prices, drilling programs, unsupported by hedging programs, will be reduced and as such supply growth from tight oil basins may be lower, which may impact volumes on our pipeline systems.

Our Gas Transmission and Midstream results may be adversely affected by commodity price volatility and risks associated with our hedging activities.
Our exposure to commodity price volatility is inherent to our US Midstream business. We employ a disciplined hedging program to manage this direct commodity price risk. Because we are not fully hedged, we may be adversely impacted by commodity price exposure on the commodities we receive in-kind as payment for our gathering, processing, treating and transportation services. As a result of our unhedged exposure and the pricing of our hedge positions, a substantial decline in the prices of these commodities could adversely affect our financial results.

Additionally, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows. To the extent that we engage in hedging activities to reduce our commodity price exposure, we likely will be prevented from realizing the full benefits of price increases above the level of the hedges. Our hedging activities can result in substantial losses if hedging arrangements are imperfect or ineffective and our hedging policies and procedures are not followed properly or do not work as intended. Further, hedging contracts are subject to the credit risk that the other party may prove unable or unwilling to perform its obligations under the contracts, particularly during periods of weak and volatile economic conditions. In addition, certain of the financial instruments we use to hedge our commodity risk exposures must be accounted for on a mark-to-market basis. This causes periodic earnings volatility due to fluctuations in commodity prices.

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Our Energy Services results may be adversely affected by commodity price volatility.
Energy Services generates margin by capitalizing on quality, time and location differentials when opportunities arise. Lower commodity prices due to changing market conditions could limit margin opportunities and impede Energy Services' ability to cover capacity commitments.

We rely on access to short-term and long-term capital markets to finance capital requirements and support liquidity needs, and cost effective access to those markets can be affected, particularly if we or our rated subsidiaries are unable to maintain an investment-grade credit rating.
A significant portion of our consolidated asset base is financed with debt. The maturity and repayment profile of debt used to finance investments often does not correlate to cash flows from assets. Accordingly, we rely on access to both short-term and long-term capital markets as a source of liquidity for capital requirements not satisfied by cash flows from operations and to fund investments originally financed through debt. Our senior unsecured long-term debt is currently rated investment-grade by various rating agencies. If the rating agencies were to rate us or our rated subsidiaries below investment-grade, our borrowing costs would increase, perhaps significantly. Consequently, we would likely be required to pay a higher interest rate in future financings and our potential pool of investors and funding sources could decrease.

We maintain revolving credit facilities to provide back-up for commercial paper programs for borrowings and/or letters of credit at various entities. These facilities typically include financial covenants and failure to maintain these covenants at a particular entity could preclude that entity from issuing commercial paper or letters of credit or borrowing under the revolving credit facility, which could affect cash flows or restrict business. Furthermore, if our short-term debt rating were to be downgraded, access to the commercial paper market could be significantly limited. Although this would not affect our ability to draw under our credit facilities, borrowing costs could be significantly higher.

If we are not able to access capital at competitive rates, our ability to finance operations and implement our strategy may be affected. An inability to access capital may limit our ability to pursue enhancements or acquisitions that we may otherwise rely on for future growth. Any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could increase our need to provide liquidity in the form of capital contributions or loans to such subsidiaries, thus reducing the liquidity and borrowing availability of the consolidated group.

RISKS RELATED TO GOVERNMENT REGULATION AND LEGAL RISKS

Many of our operations are regulated and failure to secure regulatory approval for our proposed projects, or loss of required approvals for our existing operations, could have a negative impact on our business, operations or financial results.
The nature and degree of regulation and legislation affecting energy companies in Canada and the US have changed significantly in recent years.

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In Canada, the passing of the Canadian Energy Regulator Act and the Impact Assessment Act under Bill C-69, which came into force on August 28, 2019, is expected to extend timelines associated with regulatory approvals for new projects which trigger a federal impact assessment. Changes to the British Columbia regulatory framework have also been made, including a new Environmental Assessment Act, which came into force in December 2019, affecting provincially-regulated projects in a similar manner as those that are federally-regulated. Within the US and in Canada, pipelines companies continue to face opposition from anti-pipeline activists, Indigenous and tribal communities, citizens, environmental groups and politicians concerned with either the safety of pipelines or environmental effects. In the US, several federal agencies made changes to regulations that were designed to streamline permitting, including changes that the Environmental Protection Agency made in June 2020 to regulations implementing Section 401 of the Clean Water Act and the July 2020 Council on Environmental Quality revisions to regulations implementing the National Environmental Policy Act. These and many other regulations adopted during the previous US presidential administration are not only being challenged in multiple courts, but have now been expressly targeted for rollback by the new US administration, which is expected to modify or reverse the regulations.

These actions could adversely impact permitting of a wide range of energy projects. We may not be able to obtain or maintain all required regulatory approvals for our operating assets or development projects. If there is a delay in obtaining any required regulatory approvals, if we fail to obtain or comply with them, or if laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs.

Our operations are subject to numerous environmental laws and regulations, including those relating to climate change and GHG emissions, compliance with which may require significant capital expenditures, increase our cost of operations and affect or limit our business plans, or expose us to environmental liabilities.
We are subject to numerous environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid waste and hazardous waste.

Failure to comply with environmental laws and regulations and failure to secure permits necessary for our operations may result in the imposition of fines, penalties and injunctive measures affecting our operating assets. In addition, changes in environmental laws and regulations or the enactment of new environmental laws or regulations, including those related to climate change and GHG emissions, could result in a material increase in our cost of compliance with such laws and regulations, such as costs to monitor and report our emissions and install new emission controls to reduce emissions. We may not be able to include some or all of such increased costs in the rates charged by our pipelines or other facilities. Efforts to regulate or restrict GHG emissions could also drive down demand for the products we transport.

We may not be able to obtain or maintain all required environmental regulatory approvals and permits for our operating assets or development projects. If there is a delay in obtaining any required environmental regulatory approvals or permits, if we fail to obtain or comply with them, or if environmental laws or regulations change or are administered in a more stringent manner, the operations of facilities or the development of new facilities could be prevented, delayed or become subject to additional costs. We expect that costs we incur to comply with environmental regulations in the future may have a significant effect on our earnings and cash flows.

In November 2020, we set new ESG goals for the future, including with respect to GHG emissions reduction. Our ability to achieve these goals depends on many factors, including our ability to reduce emissions from our operations through modernization and innovation, reduce the emissions intensity of the electricity we buy, invest in renewables and low carbon energy and balance residual emissions through carbon offset credits. The cost associated with our GHG emissions reduction goals could be significant. Failure to achieve our emissions targets could result in reputational harm, changing investor sentiment regarding investment in Enbridge or a negative impact on access to and cost of capital.

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Our operations are subject to operational regulation and other requirements, including compliance with easements and other land tenure documents, and failure to comply with applicable regulations and other requirements could have a negative impact on our reputation, business, operations or financial results.
Operational risks relate to compliance with applicable operational rules and regulations mandated by governments, applicable regulatory authorities, or other requirements that may be found in easements or other agreements that provide a legal basis for our operations, breaches of which could result in fines, penalties, awards of damages, operating restrictions (including shutdown of lines) and an overall increase in operating and compliance costs. We do not own all of the land on which our pipelines, facilities and other assets are located and we obtain the rights to construct and operate our pipelines and other assets from third parties or government entities. In addition, some of our pipelines, facilities and other assets cross Indigenous lands pursuant to rights-of-way or other land tenure interests. Our loss of these rights could have an adverse effect on our reputation, operations and financial results. Scrutiny over the integrity of our assets and operations has the potential to increase operating costs or limit future projects. Potential regulatory changes and legal challenges could have an impact on our future earnings from existing operations and the cost related to the construction of new projects. Regulators' future actions may differ from current expectations, or future legislative changes may impact the regulatory environments in which we operate. While we seek to mitigate operational regulation risk by actively monitoring and consulting on potential regulatory requirement changes with the respective regulators directly, or through industry associations, and by developing response plans to regulatory changes or enforcement actions, such mitigation efforts may be ineffective or insufficient. While we believe the safe and reliable operation of our assets and adherence to existing regulations is the best approach to managing operational regulatory risk, the potential remains for regulators or other government officials to make unilateral decisions that could disrupt our operations or have an adverse financial impact on us.

Our operations are subject to economic regulation and failure to secure regulatory approval for our proposed or existing commercial arrangements could have a negative impact on our business, operations or financial results.
Our liquids pipelines face economic regulatory risk, the risk that governments or regulatory agencies change or reject proposed or existing commercial arrangements. We believe that economic regulatory risk is reduced through the negotiation of long-term agreements with shippers that govern the majority of our liquids pipelines assets. However, there remains a risk that a regulator could modify significantly its own long-standing policies for rate making as well as overturn long-term agreements that we have entered into with shippers.

We could be subject to changes in our tax rates, the adoption of new US, Canadian or international tax legislation or exposure to additional tax liabilities.
We are subject to taxes in the US, Canada and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation, including in particular the US with a new presidential administration and in Canada and other foreign jurisdictions in which we operate.

We are also subject to the examination of our tax returns and other tax matters by the US Internal Revenue Service, the Canada Revenue Agency and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, particularly in the US or Canada, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition and operating results could be materially adversely affected.

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We are involved in numerous legal proceedings, the outcomes of which are uncertain, and resolutions adverse to us could adversely affect our financial results.
We are subject to numerous legal proceedings. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with assurance. It is reasonably possible that the final resolution of some of the matters in which we are involved could require additional expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that could adversely affect our financial results. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for a discussion of legal proceedings.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Descriptions of our properties and maps depicting the locations of our liquids and natural gas systems are included in Item 1. Business.

In general, our systems are located on land owned by others and are operated under easements and rights-of-way, licenses, leases or permits that have been granted by private land-owners, First Nations, Native American Tribes, public authorities, railways or public utilities. Our liquids systems have pumping stations, tanks, terminals and certain other facilities that are located on land that is owned by us and/or used by us under easements, licenses, leases or permits. Additionally, our natural gas systems have natural gas compressor stations, processing plants and treating plants, the vast majority of which are located on land that is owned by us, with the remainder used by us under easements, leases or permits.

Titles to our properties acquired in our liquids and natural gas systems are subject to encumbrances in some cases. We believe that none of these burdens should materially detract from the value of these properties or materially interfere with their use in the operation of our business.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal and administrative proceedings and litigation arising in the ordinary course of business. The outcome of these matters is not predictable at this time. However, we believe that the ultimate resolution of these matters will not have a material adverse effect on our financial condition, results of operations or cash flows in future periods. Refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for discussion of other legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock
Our common stock is traded on the TSX and NYSE under the symbol “ENB.” As at February 5, 2021, there were 2,025,495,603 holders of record of our common stock. A substantially greater number of holders of our common stock are "street name" or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item will be contained in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2020.

Recent Sales of Unregistered Equity Securities
None.

Issuer Purchases of Equity Securities
None.

Total Shareholder Return
The following graph reflects the comparative changes in the value from January 1, 2016 through December 31, 2020 of $100 invested in (1) Enbridge Inc.’s common shares traded on the TSX, (2) the S&P/TSX Composite index, (3) the S&P 500 index, (4) our US peer group (comprising CNP, D, DTE, DUK, EPD, ET, KMI, MMP, NEE, NI, OKE, PAA, PCG, SO, SRE and WMB) and (5) our Canadian peer group (comprising CU, FTS, IPL, PPL and TRP). The amounts included in the table were calculated assuming the reinvestment of dividends at the time dividends were paid.

enb-20201231_g6.jpg

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 January 1,
2016
December 31,
 20162017201820192020
Enbridge Inc.100.00 127.97 116.65 107.20 138.65 117.59 
S&P/TSX Composite100.00 121.08 132.09 120.36 147.89 156.17 
S&P 500 Index100.00 111.96 136.40 130.42 171.49 203.04 
US Peers1
100.00 133.50 136.67 131.82 162.50 137.15 
Canadian Peers100.00 132.07 140.85 126.30 164.43 127.61 
1 For the purpose of the graph, it was assumed that CAD:USD conversion ratio remained at 1:1 for the years presented.
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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data to fully understand factors that may affect the comparability of the information presented below.
Years Ended December 31,
20202019201820172016
(millions of Canadian dollars, except per share amounts)
Consolidated Statements of Earnings
Operating revenues$39,087 $50,069 $46,378 $44,378 $34,560 
Operating income7,957 8,260 4,816 1,571 2,581 
Earnings3,416 5,827 3,333 3,266 2,309 
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)(407)(240)
Earnings attributable to controlling interests3,363 5,705 2,882 2,859 2,069 
Earnings attributable to common shareholders2,983 5,322 2,515 2,529 1,776 
Common Share Data
Earnings per common share
Basic1.48 2.64 1.46 1.66 1.95 
Diluted1.48 2.63 1.46 1.65 1.93 
Dividends paid per common share3.24 2.95 2.68 2.41 2.12 
 December 31,
 20202019201820172016
(millions of Canadian dollars)
Consolidated Statements of Financial Position
Total assets$160,276 $163,157 $166,905 $162,093 $85,209 
Long-term debt62,819 59,661 60,327 60,865 36,494 

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with "Forward-Looking Information", Part I. Item 1A. Risk Factors and our consolidated financial statements and the accompanying notes included in Part II. Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

This section of our Annual Report on Form 10-K discusses 2020 and 2019 items and year-over-year comparisons between 2020 and 2019. For discussion of 2018 items and year-over-year comparisons between 2019 and 2018, refer to Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2019.

RECENT DEVELOPMENTS

COVID-19 PANDEMIC, REDUCED CRUDE OIL DEMAND AND COMMODITY PRICES

The COVID-19 pandemic and the emergency response measures enacted by governments in Canada, the US and around the world, have caused material disruption to many businesses resulting in a severe slow down in Canadian, US and global economies, leading to increased volatility in financial and commodity markets worldwide and demand reduction for certain commodities.     

We took proactive measures to deliver energy safely and reliably during the COVID-19 pandemic. We activated our crisis management team to focus on a number of priorities, including: (i) the health and safety of our employees and the public; (ii) operational reliability for our customers and markets; (iii) identification of essential personnel and procedures; and (iv) extensive stakeholder communication and outreach including updates to our Board of Directors. We are following recommendations from public health authorities and medical experts and have taken steps to help prevent our employees’ exposure to the spread of COVID-19, including, where practical, work-at-home plans enacted in March 2020 and the implementation of business continuity plans to enable the integrity of our operations and protect the health of our employees in pipeline control functions and service centers, our field representatives and other essential functions.

With respect to the safe operation of our facilities, we continue to employ all safety processes and procedures in the normal course. Our business continuity plans are designed to enable us to manage operational developments related to COVID-19 as they unfold. We provide an essential service across North America. Our customers, and the communities where we operate, depend on us to safely and reliably provide the energy they need to heat their homes and fuel their lives.

The COVID-19 pandemic has had a deep impact in the communities in which we operate. We are providing support in our communities by advancing funds to respond and provide relief to those who are most vulnerable. Our teams in our operating regions are working closely with our nonprofit community partners, our closest Indigenous and Tribal neighbors and local governments to identify where resources are needed most.

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The COVID-19 pandemic has negatively impacted crude oil demand and increased commodity price volatility, which together present potential new or elevated risks to our business. In late March, we began to see impacts both on the supply of, and demand for, crude oil and other liquid hydrocarbons transported on our pipelines. Several shippers on our crude oil pipelines responded to significantly lower demand caused by the COVID-19 pandemic, declining storage availability and refinery utilization, and commodity price declines by reducing volumes beginning in the second quarter of 2020. In the third and fourth quarters of 2020, Mainline System volumes began to recover as fourth quarter volumes increased by approximately 200 thousand barrels per day (kbpd) when compared with significantly reduced volumes in the second quarter of 2020. Year-over-year, Mainline System throughput only decreased by approximately 80 kbpd. We anticipate a return to full utilization in 2021 as economic activity gradually resumes in North America. This view is supported by our expectation that the refineries operating in our core Mainline System markets (i.e. the US Midwest, Eastern Canada and the US Gulf Coast) will continue to experience higher utilization rates given their scale, complexity and cost competitiveness. For every 100 kbpd increase or decrease in volumes on our Mainline System, our revenues, net of power savings, are expected to increase or decline by approximately $35 million per quarter.

In our US Midstream business, our equity affiliate DCP Midstream, LP, responded to the drastic decline in commodity prices by decreasing their distributions to us by 50% (beginning with the first quarter distribution paid in May 2020), thereby modestly reducing our cash flows. As a further outcome of the drastic commodity price decline, we recorded a $1.7 billion impairment on our equity method investment in DCP Midstream in the first quarter of 2020, based on the decline in the market price of DCP Midstream, LP publicly-traded units as at March 31, 2020.

In addition, these circumstances have led to the deterioration of the credit profiles of some of our customers and suppliers. There have been no material defaults by customers or suppliers to date, however, we will continue to monitor this risk and take credit risk mitigating actions as appropriate.
The situation around the COVID-19 pandemic, reduced crude oil demand and reduced commodity prices is evolving and our assessment of risks is included in Part I. Item 1A. Risk Factors.

While the length and depth of the current energy demand reduction and its impact is challenging to estimate at this time, we have completed several actions to further strengthen our resiliency and position for the future, while assuring that the safety and reliability of our operations remains our first priority. We took actions to reduce operating costs by approximately $300 million in 2020, including reductions to employee, management and Board of Director compensation, a voluntary workforce reduction program, as well as supply chain savings. We have also executed approximately $400 million of asset sales and increased our available liquidity to approximately $13 billion. We experienced a natural slowing of 2020 capital spending in light of COVID-19 and the health and safety measures put into place by federal and regional governments. In addition, we believe that the following factors further demonstrate the resiliency of our low-risk business model:

Our assets are highly contracted and commercially underpinned by long-term take-or-pay and cost-of-service agreements;
Approximately 95% of our customer exposure is investment grade, investment grade equivalent or non-investment grade 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 approximately $13 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.

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We will continue to actively monitor our business environment and may take further actions that we determine are in the best interests of Enbridge, our employees, customers, partners and stakeholders, or as required by federal, state or provincial authorities. At this time, given the many outstanding questions as to the length and depth of the COVID-19 pandemic and the current sustained low commodity price environment, the long term impact on us is uncertain; however, it is possible that they continue to have an adverse impact on our business and results of operations.

UNITED STATES LINE 3 REPLACEMENT PROGRAM UNDER CONSTRUCTION

The United States Line 3 Replacement Program (US L3R Program) is now under construction in Minnesota after receiving all necessary permits and approvals. The US L3R Program is a critical integrity project that will enhance the continued safe and reliable operations of our Mainline System well into the future, reflecting our long-standing commitment to protecting the environment.

For further details refer to Growth Projects - Liquids Pipelines - United States Line 3 Replacement Program.

MAINLINE SYSTEM CONTRACTING

On December 19, 2019, we submitted an application to the Canada Energy Regulator (CER) to implement contracting on our Mainline System. The application for contracted and uncommitted service included the associated terms, conditions and tolls of each service, which would be offered in an open season following approval by the CER.

On February 24, 2020, the CER issued a Notice of Public Hearing which outlined the process for participation in the hearing and identified a list of issues for discussion in the proceeding. In March 2020, letters were filed with the CER by a group of potential intervenors that requested the CER delay setting hearing dates associated with our Mainline System contract filing. Subsequently, the CER issued a letter requesting comments on the potential delay of proceedings.

We filed our response with the CER on May 1, 2020, and on May 19, 2020, the CER announced that the regulatory process for our proposal to offer contracted transportation service on our Mainline System will proceed in a single phase hearing process that balances the need to address COVID-19 pandemic related challenges and the CER's mandate to adjudicate in an appropriately expeditious manner.

We are currently in the midst of the regulatory process and expect an oral hearing to occur sometime after April 2021, but a hearing date has not yet been set. If a replacement agreement is not in place by June 30, 2021, the Competitive Tolling Settlement provides for tolls to continue on an interim basis.

GAS TRANSMISSION AND MIDSTREAM RATE PROCEEDINGS

Texas Eastern
On February 25, 2020, Texas Eastern Transmission, L.P. (Texas Eastern) received approval from the Federal Energy Regulatory Commission (FERC) of its uncontested rate case settlement with customers. In the first quarter of 2020, Texas Eastern recognized revenues from the settled rates retroactive to June 1, 2019, and put the settled rates into effect on April 1, 2020.

Algonquin
On July 2, 2020, Algonquin Gas Transmission, LLC (Algonquin) received approval from the FERC of its uncontested rate case settlement with customers. In the third quarter of 2020, Algonquin recognized revenues from the settled rates retroactive to June 1, 2020, and put the settled rates into effect on September 1, 2020.

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BC Pipeline
In July 2020, the 2020-2021 rate settlement agreement with Westcoast Energy Inc.’s (Westcoast) British Columbia (BC) Pipeline shippers was approved by the CER. Following approval of the settlement, Westcoast applied and received approval from the CER on August 12, 2020 for the interim tolls to be made final, including the interim tolls from January 1, 2020 to March 31, 2020 as well as the revised interim tolls in effect as at April 1, 2020.

East Tennessee
East Tennessee Natural Gas, LLC filed a rate case in the second quarter of 2020 and customer settlement discussions commenced in the fourth quarter of 2020.

Maritimes & Northeast Pipeline
The US portion of Maritimes & Northeast Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in December 2020. A Stipulation and Agreement will be filed in February 2021 and we will await FERC approval.

Alliance Pipeline
The US portion of Alliance Pipeline filed a rate case in the second quarter of 2020 and an agreement was reached in principle with shippers in January 2021. A Stipulation and Agreement will be filed in March 2021 and we will await FERC approval.

GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS

2020 Rate Application
Enbridge Gas's rate applications are filed in two phases. As part of an Ontario Energy Board (OEB) Decision and Order issued in December 2019, Phase 1 of the application for 2020 rates, exclusive of funding for 2020 discrete incremental capital investments requested through the incremental capital module (ICM) mechanism, was approved effective January 1, 2020. Through a subsequent OEB Rate Order issued on June 11, 2020, Phase 2 of the application for 2020 rates, inclusive of requested 2020 ICM amounts, was approved effective October 1, 2020, and interim rates in effect from January 1, 2020 through September 30, 2020 were made final. The 2020 rate application, which represented the second year of a five-year term, was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap Incentive Regulation (IR) rate setting mechanism.

2021 Rate Application
On June 30, 2020, Enbridge Gas filed Phase 1 of an application with the OEB for the setting of rates for 2021. The 2021 rate application was filed in accordance with the parameters of Enbridge Gas's OEB approved Price Cap IR rate setting mechanism and represents the third year of a five-year term. On October 6, 2020, Enbridge Gas filed a Phase 1 Settlement Proposal and draft Interim Rate Orders with the OEB, which were approved, on an interim basis effective January 1, 2021, on November 6, 2020. Phase 2 of the application addressing 2021 ICM funding requirements was filed on October 15, 2020.

FINANCING UPDATE

On February 20, 2020, we raised US$750 million of two-year floating rate notes in the US debt capital markets and on April 1, 2020, Enbridge Gas completed a $1.2 billion dual tranche offering of 10-year and 30-year notes in the Canadian debt capital markets. On May 12, 2020, we raised $1.3 billion with a dual tranche offering of 5-year and 7-year notes in the Canadian debt capital markets. On July 8, 2020, we raised an additional US$1.0 billion of 60-year hybrid subordinated notes in the US debt capital markets. Through these capital market activities, we completed our 2020 debt funding plan and strengthened our financial position.

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In February 2020, we closed three new non-revolving credit facilities totaling US$1.5 billion and on March 31, 2020, we established a new syndicated one-year revolving credit facility in the amount of $1.7 billion. On April 9, 2020, we increased the amount of our new revolving facility by an additional $1.3 billion, bringing the total amount to $3.0 billion, significantly enhancing our available liquidity.

In July 2020, we extended approximately $10.0 billion of our 364 day extendible credit facilities to July 2022, inclusive of a one-year term out provision.

On October 1, 2020, we completed a private placement of US$300 million 20-year senior notes for Texas Eastern and early redeemed US$300 million senior notes originally due December 2020.

On February 10, 2021, we entered into a three year, sustainability linked credit facility for $1.0 billion with a syndicate of lenders. As a result of the sustainability linked credit facility and other financing activities completed in 2020, our resilient cash flows and our current liquidity position, we concurrently cancelled a one year, revolving, syndicated credit facility for $3.0 billion, ahead of its scheduled March 2021 maturity.

These financing activities, in combination with the asset monetization activities noted below, provide significant liquidity and we expect will enable us to fund our current portfolio of capital projects without requiring access to the capital markets through 2021 if market access is restricted or pricing is unattractive. Refer to Liquidity and Capital Resources.

ASSET MONETIZATION

Ozark Gas Transmission and Ozark Gas Gathering
On April 1, 2020, we closed the sale of our Ozark assets for cash proceeds of approximately $63 million.

Montana-Alberta Tie Line
On May 1, 2020, we closed the sale of our Montana-Alberta Tie-Line (MATL) transmission assets for cash proceeds of approximately $189 million.

Éolien Maritime France SAS
On May 1, 2020, we executed agreements to sell 49% of an entity that holds our 50% interest in Éolien Maritime France SAS (EMF) to the Canada Pension Plan Investment Board (CPP Investments) for initial proceeds in excess of $100 million. 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 first half of 2021. Refer to Growth Projects - Commercially Secured Projects - Renewable Power Generation.

TEXAS EASTERN PIPELINE RETURN-TO-SERVICE

On May 4, 2020, a rupture occurred on Line 10, a 30-inch natural gas pipeline that makes up part of the Texas Eastern natural gas pipeline system in Fleming County, Kentucky. There were no reported injuries or damaged structures as a result of the rupture.

In 2020, we undertook a comprehensive integrity program to ensure continued safe and reliable service. During the program, we reduced operating pressure across the Texas Eastern system to enable necessary integrity work to be completed. In the fourth quarter of 2020, we lifted the pressure restrictions and returned the system to service.

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RESULTS OF OPERATIONS
Year ended December 31,
 202020192018
(millions of Canadian dollars, except per share amounts)   
Segment earnings before interest, income taxes and depreciation and amortization   
Liquids Pipelines7,683 7,681 5,331 
Gas Transmission and Midstream1,087 3,371 2,334 
Gas Distribution and Storage1,748 1,747 1,711 
Renewable Power Generation523 111 369 
Energy Services(236)250 482 
Eliminations and Other(113)429 (708)
Earnings before interest, income taxes and depreciation and amortization10,692 13,589 9,519 
Depreciation and amortization(3,712)(3,391)(3,246)
Interest expense(2,790)(2,663)(2,703)
Income tax expense(774)(1,708)(237)
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)
Preference share dividends(380)(383)(367)
Earnings attributable to common shareholders2,983 5,322 2,515 
Earnings per common share1.48 2.64 1.46 
Diluted earnings per common share1.48 2.63 1.46 

EARNINGS ATTRIBUTABLE TO COMMON SHAREHOLDERS

Year ended December 31, 2020 compared with year ended December 31, 2019

Earnings Attributable to Common Shareholders were negatively impacted by $1.9 billion due to certain unusual, infrequent or other non-operating factors, primarily explained by the following:
a non-cash, unrealized derivative fair value gain of $856 million ($646 million after-tax) in 2020, compared with a gain of $1.6 billion ($1.2 billion 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 combined loss of $2.1 billion ($1.6 billion after-tax) related to our equity method investment in DCP Midstream, LLC (DCP Midstream) due to a loss of $1.7 billion ($1.3 billion after-tax) resulting from an impairment to the carrying value of our investment and a loss of $324 million ($244 million after-tax) in 2020, compared with $86 million ($68 million after-tax) in 2019 resulting from further asset and goodwill impairment losses within DCP Midstream;
a combined loss of $615 million ($452 million after-tax) in 2020 resulting from impairments to the carrying value of our equity method investments in Southeast Supply Header (SESH) and Steckman Ridge, LP (Steckman Ridge);
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 $339 million ($256 million after-tax) in 2020, compared with $135 million ($123 million after-tax) in 2019.

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The factors above were partially offset by the absence in 2020 of the following:
a loss of $467 million after-tax attributable to us ($268 million loss on sale and $199 million tax expense) in 2019 resulting from the sale of the federally regulated portion of our Canadian natural gas gathering and processing businesses;
a loss of $310 million ($229 million after-tax) in 2019 resulting from the review of our comprehensive long-term economic hedging program and a payment to certain hedge counterparties to pre-settle and reset the hedge rate on a portion of our hedging program;
a loss of $297 million ($218 million after-tax) in 2019 resulting from the classification of our MATL assets as held for sale and the subsequent measurement at the lower of their carrying value or fair value less costs to sell; and
a loss of $105 million ($79 million after-tax) in 2019 resulting from the write-off of project costs related to the Access Northeast pipeline project.

The non-cash, unrealized derivative fair value gains and losses discussed above generally arise as a result of a comprehensive long-term economic hedging program to mitigate interest rate, foreign exchange and commodity price risks. This program creates volatility in reported short-term earnings through the recognition of unrealized non-cash gains and losses on financial derivative instruments used to hedge these risks. Over the long-term, we believe our hedging program supports the reliable cash flows and dividend growth upon which our investor value proposition is based.

After taking into consideration the factors above, the remaining $447 million decrease in earnings attributable to common shareholders is primarily explained by the following significant business factors:
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 contributions 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 primarily during the second and third quarters of 2020;
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;
decreased earnings from our Gas Distribution and Storage segment due to warmer weather experienced in our franchise areas; and
higher depreciation and amortization expense, in addition to reduced capitalized interest, as a result of new assets placed into service throughout 2019 and 2020, primarily the Canadian portion of the Line 3 Replacement Program (Canadian L3R Program).

The business factors above were partially offset by the following positive factors:
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 increased rates on Texas Eastern and Algonquin resulting from 2020 rate settlements;
increased earnings from our Gas Distribution and Storage segment due to higher distribution charges resulting from increases in rates and customer base;
increased earnings from new Liquids Pipelines, Gas Transmission and Midstream, and Renewable Power Generation assets that were placed into service throughout 2019 and 2020; and
lower operating and administrative costs in 2020 as a result of cost containment actions.

REVENUES
We generate revenues from three primary sources: transportation and other services, gas distribution sales and commodity sales.

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Transportation and other services revenues of $16.2 billion, $16.6 billion and $14.4 billion for the years ended December 31, 2020, 2019 and 2018, respectively, were earned from our crude oil and natural gas pipeline transportation businesses and also include power generation revenues from our portfolio of renewable and power generation assets. For our transportation assets operating under market-based arrangements, revenues are driven by volumes transported and the corresponding tolls for transportation services. For assets operating under take-or-pay contracts, revenues reflect the terms of the underlying contract for services or capacity. For rate-regulated assets, revenues are charged in accordance with tolls established by the regulator, and in most cost-of-service based arrangements are reflective of our cost to provide the service plus a regulator-approved rate of return.

Gas distribution sales revenues of $3.7 billion, $4.2 billion and $4.4 billion for the years ended December 31, 2020, 2019 and 2018, respectively, were recognized in a manner consistent with the underlying rate-setting mechanism mandated by the regulator. Revenues generated by the gas distribution businesses are primarily driven by volumes delivered, which vary with weather and customer composition and utilization, as well as regulator-approved rates. The cost of natural gas is passed through to customers through rates and does not ultimately impact earnings due to its flow-through nature.

Commodity sales of $19.3 billion, $29.3 billion and $27.7 billion for the years ended December 31, 2020, 2019 and 2018, respectively, were generated primarily through our Energy Services operations. Energy Services includes the contemporaneous purchase and sale of crude oil, natural gas, power and Natural Gas Liquids (NGLs) to generate a margin, which is typically a small fraction of gross revenue. While sales revenue generated from these operations are impacted by commodity prices, net margins and earnings are relatively insensitive to commodity prices and reflect activity levels which are driven by differences in commodity prices between locations, grades and points in time, rather than on absolute prices. Any residual commodity margin risk is closely monitored and managed. Revenues from these operations depend on activity levels, which vary from year-to-year depending on market conditions and commodity prices.

Our revenues also include changes in unrealized derivative fair value gains and losses related to foreign exchange and commodity price contracts used to manage exposures from movements in foreign exchange rates and commodity prices. The mark-to-market accounting creates volatility and impacts the comparability of revenues in the short-term, but we believe over the long-term, the economic hedging program supports reliable cash flows.

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BUSINESS SEGMENTS

LIQUIDS PIPELINES
 202020192018
(millions of Canadian dollars)   
Earnings before interest, income taxes and depreciation and
amortization
7,683 7,681 5,331 

Year ended December 31, 2020 compared with year ended December 31, 2019

EBITDA was negatively impacted by $139 million due to certain unusual, infrequent or other non-operating factors, primarily explained by a non-cash, unrealized gain of $545 million in 2020 compared with a gain of $976 million 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. This negative factor was partially offset by the absence in 2020 of a loss of $310 million in 2019 resulting from the review of our comprehensive long-term economic hedging program and a payment to certain hedge counterparties to pre-settle and reset the hedge rate on a portion of our hedging program.

After taking into consideration the factors above, the remaining $141 million increase is primarily explained by the following significant business factors:
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;
a higher average IJT Benchmark Toll on our Mainline System of US$4.24 in 2020 compared with US$4.18 in 2019; and
higher Flanagan South Pipeline throughput and contribution.

The positive business factors above were partially offset by:
lower Mainline System ex-Gretna throughput of 2,622 kbpd in 2020 compared with 2,705 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 primarily during the second and third quarters of 2020; and
lower spot throughput on our Bakken Pipeline System 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 primarily during the second and third quarters of 2020.

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GAS TRANSMISSION AND MIDSTREAM
 202020192018
(millions of Canadian dollars)   
Earnings before interest, income taxes and depreciation and amortization1,087 3,371 2,334 

Year ended December 31, 2020 compared with year ended December 31, 2019

EBITDA was negatively impacted by $2.3 billion due to certain unusual, infrequent or other non-operating factors primarily explained by the following:
a combined loss of $2.1 billion related to our equity method investment in DCP Midstream due to a loss of $1.7 billion resulting from an impairment to the carrying value of our investment and a loss of $324 million in 2020, compared with $86 million in 2019 resulting from further asset and goodwill impairment losses within DCP Midstream;
a combined loss of $615 million in 2020 resulting from impairments to the carrying value of our equity method investments in SESH and Steckman Ridge; and
a loss of $159 million in 2020 resulting from the February 2020 Texas Eastern rate settlement that re-established the EDIT regulated liability that was previously eliminated in December 2018.

The factors above were partially offset by the following positive factors:
the absence in 2020 of a loss of $268 million in 2019 resulting from the sale of the federally regulated portion of our Canadian natural gas gathering and processing businesses; and
the absence in 2020 of a loss of $105 million in 2019 resulting from the write-off of project costs related to the Access Northeast Pipeline project.

After taking into consideration the factors above, the remaining $27 million increase is primarily explained by the following significant business factors:
higher revenues from increased rates on Texas Eastern and Algonquin resulting from 2020 rate settlements; and
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.

The positive business factors above were partially offset by:
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;
lower revenues on our US Gas Transmission assets due to pressure restrictions on Texas Eastern;
narrowed AECO-Chicago basis at our Alliance Pipeline joint venture; and
lower commodity prices impacting our Aux Sable joint venture.

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GAS DISTRIBUTION AND STORAGE
 202020192018
(millions of Canadian dollars)   
Earnings before interest, income taxes and depreciation and amortization1,748 1,747 1,711 

Year ended December 31, 2020 compared with year ended December 31, 2019

EBITDA was positively impacted by $1 million primarily explained by the following significant business factors:
higher distribution charges resulting from increases in rates and customer base; and
synergy capture realized from the amalgamation of Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union Gas).

The positive business factors above were partially offset by the following factors:
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 $33 million while the colder weather in 2019 positively impacted 2019 EBITDA by approximately $67 million; and
the absence of earnings in 2020 from Enbridge Gas New Brunswick Limited Partnership and Enbridge Gas New Brunswick Inc. (collectively, EGNB) and St. Lawrence Gas Company, Inc. (St. Lawrence Gas) which were sold on October 1, 2019 and November 1, 2019, respectively.

RENEWABLE POWER GENERATION

 202020192018
(millions of Canadian dollars)   
Earnings before interest, income taxes and depreciation and amortization523 111 369 

Year ended December 31, 2020 compared with year ended December 31, 2019

EBITDA was positively impacted by $329 million due to certain unusual, infrequent or other non-operating factors, primarily explained by the absence in 2020 of a loss of $297 million in 2019 resulting from the classification of our MATL assets as held for sale and the subsequent measurement at the lower of their carrying value or fair value less costs to sell.

After taking into consideration the factors above, the remaining $83 million increase is primarily explained by the following significant business factors:
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 Canadian and US wind facilities; and
reimbursements received at certain Canadian wind facilities resulting from a change in operator.

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ENERGY SERVICES
 202020192018
(millions of Canadian dollars)   
Earnings/(loss) before interest, income taxes and depreciation and amortization(236)250 482 

EBITDA from Energy Services is dependent on market conditions and results achieved in one period may not be indicative of results to be achieved in future periods.


Year ended December 31, 20172020 compared with year ended December 31, 20162019


EBITDA increasedwas negatively impacted by $2$98 million due to certain unusual, infrequent or other non-operating factors, primarily explained by the following:
a non-cash, net positive adjustment to crude oil and natural gas inventories of $5 million in 2020 compared with a net positive adjustment of $91 million in 2019; and
a non-cash, unrealized loss of $200$122 million in 20172020, compared with $205a loss of $110 million in 20162019, reflecting the revaluation of financial derivatives used to manage the profitability of transportation and storage transactions, andas well as manage the exposure to movements in commodity prices.


After taking into consideration the factors above, the remaining $82$388 million decrease is primarily explained byreflects the following significant business factor:
weaker performance from Energy Services’ Canadian and United States operations due to the compression of certain crude oil and NGL location and quality differentials in 2017 which limitedcertain markets and fewer opportunities to generateachieve profitable margins.transportation margins on facilities in which Energy Services holds capacity obligations, partially offset by favorable storage opportunities.


Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA decreased by $477 million due to certain unusual, infrequent or other factors, primarily explained by the following:
a non-cash, unrealized loss of $205 million in 2016 compared with an unrealized gain of $264 million in 2015 reflecting the revaluation of financial derivatives used to manage the profitability of transportation and storage transactions and exposure to movements in commodity prices.

After taking into consideration the factor above, the remaining $30 million decrease is primarily explained by the following significant business factor:
weaker performance from Energy Services’ Canadian and United States operations due to the compression of certain crude oil and NGL location and quality differentials in 2016 which limited opportunities to generate profitable margins.



ELIMINATIONS AND OTHER
 
LOSS BEFORE INTEREST, INCOME TAXES AND DEPRECIATION AND AMORTIZATION
 202020192018
(millions of Canadian dollars)   
Earnings/(loss) before interest, income taxes and depreciation and amortization(113)429 (708)

 2017
2016
2015
(millions of Canadian dollars) 
 
 
Loss before interest, income taxes and depreciation and amortization(337)(101)(867)

Eliminations and Other includes operating and administrative costs which are not allocated to business segments and the impact of foreign exchange hedge settlements which are not allocated to business segments.settlements. Eliminations and Other also includes the impact of new business development activities generaland corporate investments and a portion of the synergies achieved thus far on integration of corporate functions in relation to the Merger Transaction.investments.


Year ended December 31, 20172020 compared with year ended December 31, 20162019


EBITDA decreasedwas negatively impacted by $315$678 million due to certain unusual, infrequent and otheror other-non-operating factors, primarily explained by the following:
project development and transaction costs of $197 million incurred in 2017 compared with $81 million in 2016 related to the Merger Transaction;
employee severance and restructuring costs of $292 million in 2017 compared with $92 million in
2016 related to a corporate reorganization initiative and the Merger Transaction; partially offset by
a non-cash, unrealized intercompanygain of $318 million in 2020 compared with a gain of $671 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 $279 million in 2020 compared with $84 million in 2019 primarily related to our voluntary workforce reduction program offered in the second quarter of 2020;
a loss of $29$74 million in 2017 compared with2020 from non-cash changes in a corporate guarantee obligation; and
a loss of $43 million in 2016 under our foreign exchange risk management program.2020 from the write-down of certain investments in emerging energy and other technologies.


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After taking into consideration the factors above, the remaining $79$136 million increase is primarily explained by the following significant business factor:
lower operating and administrative costs in 2020 as a realized lossresult of $173 million in 2017 compared with $281 million in 2016 related to settlements under ourcost containment actions and lower realized foreign exchange risk management program.settlement losses.


Year ended December 31, 2016 compared with year ended December 31, 2015

EBITDA increased by $854 million due to certain unusual, infrequent and other factors, primarily explained by the following:
a non-cash, unrealized gain of $417 million in 2016 compared with an unrealized loss of $694 million in 2015 resulting from our foreign exchange hedging program; partially offset by
a non-cash, unrealized intercompany foreign exchange loss of $43 million in 2016 compared with a gain of $131 million in 2015;
project development and transaction costs of $81 million incurred in 2016 in relation to the Merger Transaction; and
employee severances costs of $92 million in 2016 compared with $47 million in 2015 related to a corporate reorganization initiative.

After taking into consideration the factors above, the remaining $88 million decrease is primarily explained by the following significant business factor:
a realized loss of $281 million in 2016 compared with $203 million in 2015 related to settlements under our foreign exchange risk management program.



GROWTH PROJECTS – COMMERCIALLY SECURED PROJECTS
 
A key element of our corporate strategy is the successful execution of our growth capital program. In 2017, we successfully placed into service approximately $12 billion of growth projects across several business units and we expect to place a further $22 billion of commercially secured projects into service through 2020.

The following table summarizes the status of our commercially secured projects, organized by business segment:
Enbridge's Ownership Interest
Estimated
Capital
Cost1
Expenditures
to Date
2
StatusExpected
In-Service
Date
(Canadian dollars, unless stated otherwise)
LIQUIDS PIPELINES
1.Canadian Line 3 Replacement Program100 %$5.3 billion$5.0 billionCompleteIn-service
2.United States Line 3 Replacement Program100 %US$4.0 billionUS$2.0 billionUnder constructionQ4 - 2021
3.
Southern Access Expansion3
100 %US$0.5 billionUS$0.5 billionUnder constructionQ4 - 2021
4.Other - United States100 %US$0.1 billionUS$0.1 billionUnder constructionQ1 - 2021
GAS TRANSMISSION AND MIDSTREAM
5.T-South Reliability & Expansion Program100 %$1.0 billion$0.7 billionUnder constructionQ4 - 2021
6.
Spruce Ridge Project4
100 %$0.5 billion$0.2 billionUnder constructionQ4 - 2021
7.
Other - United States5
VariousUS$1.0 billionUS$0.5 billionVarious stages2020 - 2023
GAS DISTRIBUTION AND STORAGE
8.Windsor Line Replacement & Owen Sound Reinforcement100 %$0.2 billion$0.1 billionVarious stagesIn-service
9.London Line Replacement Project100 %$0.2 billionNo significant expenditures to datePre-construction2H - 2021
10.Storage Enhancements100 %$0.1 billionNo significant expenditures to datePre-construction2021 - 2022
RENEWABLE POWER GENERATION
11.East-West Tie Line25.0 %$0.2 billion$0.1 billionUnder construction1H - 2022
12.
Saint-Nazaire France Offshore Wind Project6
25.5 %$0.9 billion$0.1 billionUnder construction2H - 2022
(€0.6 billion)(€0.1 billion)
13.
Fécamp Offshore Wind Project7
17.9 %$0.7 billion$0.1 billionUnder construction2023
(€0.5 billion)(€0.1 billion)
1 These amounts are estimates and are subject to upward or downward adjustment based on various factors. Where appropriate, the amounts reflect our share of joint venture projects.
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   Enbridge's Ownership Interest
 
Estimated
Capital Cost1
 
Expenditures
to Date2
 Status Expected
In-Service
Date
(Canadian dollars, unless stated otherwise)        
LIQUIDS PIPELINES         
1
 Norlite Pipeline System (the Fund Group)70% $1.3 billion $1.1 billion Complete In service
 
          
2
 
Bakken Pipeline System (EEP)3
27.6% US$1.5 billion US$1.5 billion Complete In service
 
          
3
 Regional Oil Sands Optimization Project (the Fund Group)100% $2.6 billion $2.3 billion Complete In service
           
 
          
4
 
Lakehead System Mainline Expansion - Line 61 (EEP)4
100% US$0.4 billion US$0.4 billion Substantially 2H - 2019
        complete  
5
 Canadian Line 3 Replacement100% $5.3 billion $2.3 billion Under 2H - 2019
 
 Program (the Fund Group)      construction  
6
 
U.S. Line 3 Replacement Program (EEP)4
100% US$2.9 billion US$0.7 billion Under 2H - 2019
 
       construction  
7
 Other - Canada100% $0.2 billion $0.2 billion Various 2018
         stages  
GAS TRANSMISSION & MIDSTREAM        
8
 
Sabal Trail (SEP)5
50% US$1.6 billion US$1.5 billion Complete In service
            
9
 
Access South, Adair Southwest and Lebanon Extension (SEP)5
100% US$0.5 billion US$0.3 billion Complete In service
           
           
10
 
Atlantic Bridge (SEP)5
100% US$0.5 billion US$0.3 billion Under Q4 - 2018
 
        construction  
11
 
NEXUS (SEP)5
50% US$1.3 billion US$0.6 billion Under Q3 - 2018
         construction  
12
 
Reliability and Maintainability Project5
100% $0.5 billion $0.4 billion Under Q3 - 2018
        construction  
13
 
Valley Crossing Pipeline5
100% US$1.5 billion US$1.1 billion Under Q4 - 2018
         construction  
14
 
Spruce Ridge Program5
100% $0.5 billion $0.1 billion Pre- 2019
 
        construction  
15
 
T-South Expansion Program5
100% $1.0 billion No significant Pre- 2020
      expenditures to date construction  
16
 
Other - United States5
100% US$1.9 billion US$1.0 billion Various 2017-2019
         stages  
17
 
Other - Canada5
100% $0.9 billion $0.7 billion Various 2017-2018
         stages  
GAS DISTRIBUTION         
18
 
2017 Dawn-Parkway Expansion5
100% $0.6 billion $0.6 billion Complete In service
           
19
 Panhandle Reinforcement Project5100% $0.3 billion $0.2 billion Complete In service
           
2 Expenditures to date reflect total cumulative expenditures incurred from inception of the project up to December 31, 2020.

3 The status and in-service date will coincide with the status and in-service date of the US L3R Program.
4 Expenditures were revised in the second quarter of 2020 due to scope modifications.
GREEN POWER & TRANSMISSION        
20
 Chapman Ranch Wind Project100% US$0.4 billion US$0.3 billion Complete In service
           
21
 Rampion Offshore Wind Project24.9% $0.8 billion $0.6 billion Under Q2 - 2018
 
   (£0.37 billion) (£0.3 billion) construction  
22
 Hohe See Offshore Wind Project and Expansion50% $2.1 billion $0.5 billion Pre- 2H - 2019
 
   (€1.34 billion) (€0.4 billion) construction  
1These amounts are estimates and are subject to upward or downward adjustment based on various factors. Where appropriate, the amounts reflect our share of joint venture projects.
2Expenditures to date reflect total cumulative expenditures incurred from inception of the project up to December 31, 2017.
3On February 15, 2017, EEP acquired an effective 27.6% interest in the Bakken Pipeline System for a purchase price of $2.0 billion (US$1.5 billion). On April 27, 2017, Enbridge entered into a joint funding arrangement with EEP whereby Enbridge owns 75% and EEP owns 25% of the combined 27.6% effective interest in the Bakken Pipeline System.
4The Lakehead System Mainline Expansion project is funded 75% by Enbridge and 25% by EEP, and the project will be operated by EEP on a cost-of-service basis. The U.S. L3R Program is being funded 99% by Enbridge and 1% by EEP.
5Project acquired as part of the Merger Transaction. For additional information, refer to Merger with Spectra Energy.

5 Includes the US$0.1 billion Sabal Trail Phase II project placed into service in the second quarter of 2020 and the US$0.1 Atlantic Bridge Phase III project placed into service in January 2021.
6 Reflects the sale of 49% of an entity that holds our 50% interest in EMF to CPP Investments which is expected to close in the first half of 2021. After closing, our equity contribution will be $0.15 billion, with the remainder of the project financed through non-recourse project level debt.
7 Reflects the sale of 49% of an entity that holds our 50% interest in EMF to CPP Investments which is expected to close in the first half of 2021. After closing, our equity contribution will be $0.10 billion, with the remainder of the project financed through non-recourse project level debt.

Risks related to the development and completion of growth projects are described under Part I. Item 1A.Risk Factors.


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LIQUIDS PIPELINES
The following commercially secured growth projects were placed into service in 2017:

enb-20201231_g7.jpg

Norlite Pipeline System (the Fund Group)- a diluent pipeline originating from our Stonefell Terminal and terminating at our Fort McMurray South facility, with a transfer line to Suncor's East Tank Farm. The project provides an initial capacity of approximately 218,000 bpd, with the potential to be further expanded to approximately 465,000 bpd with the addition of pump stations. The project was placed into commercial service on May 1, 2017.
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Bakken Pipeline System (EEP) -a pipeline system that transports crude oil from the Bakken formation in North Dakota to markets in eastern PADD II, and the United States Gulf Coast. The system's initial capacity is approximately 470,000 bpd of crude oil and has the potential to be expanded to 570,000 bpd. The system was placed into service on June 1, 2017.

Regional Oil Sands Optimization Project (the Fund Group)- the Athabasca Pipeline Twin portion of the project, which includes twinning of the southern section of the crude oil Athabasca Pipeline from Kirby Lake, Alberta to the crude oil hub at Hardisty, Alberta provides an initial capacity of approximately 450,000 bpd, with the potential to be further expanded to approximately 800,000 bpd. This portion of the project was placed into service on January 1, 2017. The Wood Buffalo Extension portion of the project includes a crude oil pipeline expansion between Cheecham, Alberta and Kirby Lake, Alberta that provides an initial capacity of approximately 635,000 bpd, with the potential to be further expanded to approximately 800,000 bpd. This portion of the project was placed into service on December 1, 2017.

JACOS Hangingstone Project (the Fund Group) -a crude oil pipeline connecting the Japan Canada Oil Sands Limited (JACOS) Hangingstone project site to our existing Cheecham Terminal that provides an initial capacity of approximately 40,000 bpd. The project was placed into service on August 29, 2017.

The following commercially secured growth projects are expected to be placed into service in 2018 and 2019:2021:


Lakehead System Mainline Expansion (EEP) - the remaining scope of the project includes the Southern Access expansion between Superior, Wisconsin and Flanagan, Illinois that will increase capacity from 950,000 bpd to 1,200,000 bpd, which was substantially completed in June of 2017. We currently anticipate an in-service date in the second half of 2019 for this phase to more closely align

with the anticipated in-service date for the Line 3 Replacement Program (U.S. L3R Program). For additional updates on the project, refer to Growth Projects - Regulatory Matters.

Canadian Line 3 Replacement Program (the Fund Group)- replacement of the existing Line 3 crude oil pipeline between Hardisty, Alberta and Gretna, Manitoba. The L3R Program will not provide an increase in the overall capacity of the mainline system, but will restore approximately 370,000 bpd and supports the safety and operational reliability of the overall system, enhances flexibility and will allow us to optimize throughput from western Canada into Superior, Wisconsin. The L3R Program is expected to achieve the original capacity of approximately 760,000 bpd. Construction commenced in early August 2017. For additional updates on the project, refer to Growth Projects - Regulatory Matters.

United States Line 3 Replacement Program (EEP) - replacement of the existing Line 3 crude oil pipeline between Neche, North Dakota and Superior, Wisconsin. The U.S.US L3R Program along with the Canadian L3R Program discussed above, will support the safety and operational reliability of the mainline system,Mainline System, enhance system flexibility and allow the Company and EEPus to optimize throughput on the mainline. The US L3R Program is expected to achieverestore the original capacity of 760 kbpd and bring the total Mainline System capacity to approximately 760,000 bpd. Construction commenced on the3.2 million barrels per day (bpd). The Wisconsin portion of the U.S.US L3R Program is in late June 2017service. The Minnesota portion is now under construction after receiving all necessary permits and approvals. While complete, the North Dakota portion will be substantially completeplaced into service when Minnesota construction concludes.

Estimated capital costs for the Line 3 Replacement Program, including the Canadian segment already in February 2018. service, have been updated from $8.2 billion to $9.3 billion (in source currency). The increase in costs reflects winter construction, further enhancements to industry-leading environmental protections and construction techniques, the extended regulatory and permitting timeframe, higher capitalized interest and COVID-19 protocols.

Upon the Line 3 Replacement Program being placed fully into service a surcharge of US$0.895 per barrel will be applied, inclusive of the current interim US$0.20 surcharge for the Canadian portion of Line 3. In addition, incremental throughput related to the restored Line 3 capacity will receive an international joint toll charge for each barrel.

For additional regulatory updates on the project, refer to Growth Projects - Regulatory Matters - United States Line 3 Replacement Program.

Southern Access Expansion - an expansion of our existing Southern Access crude oil pipeline from 996 kbpd to approximately 1,200 kbpd.

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GAS TRANSMISSION AND MIDSTREAM

enb-20201231_g8.jpg

73


The following commercially secured growth projects were placed into service in 2017:

Sabal Trail (SEP) - a natural gas pipeline connecting Alexander City, Alabama to the Central Florida Hub in Kissimmee, Florida that provides capacity of approximately 1.1 billion cubic feet per day (bcf/d) of new capacity to access onshore shale gas supplies once approved future expansions are completed. Facilities include a new 749-kilometer (465-mile) pipeline, laterals and various compressor stations. The project was placed into service on July 3, 2017.
in 2020:


Access South, Adair SouthwestSabal Trail Phase II -an expansion of our existing Sabal Trail pipeline through the addition of two new greenfield compressor stations in Albany, Georgia and Lebanon Extension (SEP) - natural gas pipeline extensions connecting the Appalachian region of the United States to markets in the Midwest and Southeast regions of the United States. The combined projects provide an initial capacity of 622 million cubic feet per day (mmcf/d) of gas to customers in Ohio, Kentucky and Mississippi. The Lebanon extension was placed into service early, on August 1, 2017 and the majority of the Access and Adair portions of the project were placed in service in November 2017 with the final 20 mmcf/d expected to be placed in service in the first quarter of 2018.
Dunnellon, Florida.


The following commercially secured growth projects are expected to be placed into service in 2018 to 2020:2021:


Atlantic Bridge (SEP) Phase III - an expansion of SEP’sthe Algonquin Gas Transmissionnatural gas transmission systems to transport 133 mmcf/dmillion cubic feet per day (mmcf/d) of natural gas to the New England Region.region. The expansion primarily consiststhird and final phase of Atlantic Bridge fully commenced service in January 2021 with the replacement of a natural gas pipeline, meter station additions, compression additions in Connecticut, and a newWeymouth compressor station in Massachusetts. The Connecticut portion of the project was placed into service in the fourth quarter of 2017. The remainder of the project is expected to be in-service during the fourth quarter of 2018.
being brought online.


NEXUS (SEP)T-South Reliability & Expansion Program - a natural gas pipeline system connecting SEP’s Texas Eastern pipeline systemexpansion of Westcoast's BC Pipeline in Ohio to the Union Gas Dawn hub in Ontario, via Vector Pipeline L.P.,southern BC that will provide capacity of up to approximately 1.5 bcf/d. The project received a Notice to Proceed from the Federal Energy Regulatory Commission (FERC) in August 2017improved compressor reliability and construction activities have commenced.

Reliability and Maintainability Project - a natural gas pipeline project designed to enhance the performance of the southern segment of the British Columbia Pipeline system to accommodate the increased base load on the system. The project involves adding new compressor units at three compressor stations along the pipeline system as well as upgrading existing pipeline crossovers and adding new crossovers at key locations. During 2017, six crossovers were placed into service.

Valley Crossing Pipeline - a natural gas pipeline connecting the Agua Dulce hub in Texas to an offshore tie-in with the Sur de Texas-Tuxpan project, which is being constructed by a third party. The project will help Mexico meet its growing gas fired electric generation needs by providing capacity of up to approximately 2.6 bcf/d.

Spruce Ridge Program - natural gas pipeline expansion of Westcoast Energy Inc.’s British Columbia Pipeline in northern British Columbia, which consists of the Aitken Creek Looping project and the Spruce Ridge Expansion project. The combined projects will provide additional capacity of up to 402 mmcf/d.

T-South Expansion Program - natural gas pipeline expansion of Westcoast Energy Inc.’s T-South system that will provide additional capacity of approximately 190 mmcf/d into the Huntington/Sumas market at the United States/US/Canada border.The projects were approved by the CER in September 2019 and has phased in-service dates with final completion in the fourth quarter of 2021.

Spruce Ridge Project - a natural gas pipeline expansion of Westcoast's BC Pipeline in northern BC. The project will provide additional capacity of up to 402 mmcf/d. Due to commercial delays, the revised expected in-service date is the fourth quarter of 2021.

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GAS DISTRIBUTION AND STORAGE
In addition to normal course investment to support customer additions, the
enb-20201231_g9.jpg

The following commercially secured growth projects were placed into service in 2017:2020:


2017 Dawn-Parkway Expansion Windsor Line Replacement & Owen Sound Reinforcement Projects - the expansionreplacement of approximately 64-kilometers of the existing Dawn-ParkwayWindsor Line with a new 6-inch natural gas pipeline system, which provides transportation service from Dawn toand the Greater Toronto Area,reinforcement of the Owen Sound System through the additionconstruction of new compressors at each34-kilometers of 12-inch natural gas pipeline in southwestern Ontario. Although the Dawn, Lobo and Bright compressor stations in Ontario. The project provides additional capacity of approximately 419 mmcf/d andWindsor Line Replacement was placed into service, there is continuing work on the west portion to be completed in October 2017.
2021.

Panhandle Reinforcement Project - the expansion of the existing Panhandle pipeline from Dawn to the Dover transmission station in Chatham-Kent, Ontario. The project serves firm demand growth in southwestern Ontario and was placed into service in November 2017.





GREEN POWER AND TRANSMISSION
The following commercially secured growth project wasis expected to be placed into service in 2017:2021:


Chapman Ranch WindLondon Line Replacement Project - a wind project that consistswill replace the two current pipelines known collectively as the London Line and includes the construction of 81 Acciona Windpower North America, LLC (Acciona) turbines locatedapproximately 90.5-kilometers of natural gas pipeline and ancillary facilities in Nueces County, Texas which generate approximately 249-MW of power and weresouthern Ontario.

The following commercially secured growth project is expected to be placed into service onin two phases, occurring in 2021 and 2022:

Storage Enhancements - an enhancement of our unregulated storage facilities at Dawn, Ontario.

In October 25, 2017. Acciona provides turbine operations2020, due to changes in demand and maintenance services under a five-year fixed-price contractuncertainties resulting from the COVID-19 pandemic, Enbridge Gas withdrew the Dawn-Parkway Expansion leave to construct application with an optionthe OEB. Enbridge Gas will continue to extend. The project is backed by a 12-year power offtake agreement.assess demand requirements for the expansion and refile as needed in the future.

75



RENEWABLE POWER GENERATION

enb-20201231_g10.jpg

76


The following commercially secured growth projects are expected to be placed into service in 2018 and 2019:2022:


East-West Tie Line - a transmission project that will parallel an existing double-circuit, 230 kilovolt transmission line that connects the Wawa Transformer Station to the Lakehead Transformer Station near Thunder Bay, Ontario, including a connection midway in Marathon, Ontario.
Rampion
Saint-Nazaire Offshore Wind Project - a wind project located off the Sussexwest coast in the United Kingdom, consisting of 116 turbines, which willFrance that is expected to generate approximately 400-MW when complete. We hold an effective 24.9% interest, United Kingdom’s Green Investment Bank plc holds480-megawatts (MW). Project revenues are backed by a 25% interest and E.ON SE holds the remaining 50.1% interest20-year fixed price power purchase agreement (PPA) with added power production protection.

The following commercially secured growth project is expected to be placed into service in the project, which was developed and is being constructed by E.ON Climate & Renewables UK Limited, a subsidiary of E.ON SE. The Rampion2023:

Fécamp Offshore Wind Project is backed by revenues from- an offshore wind project that will be comprised of 71 wind turbines located off the United Kingdom’s fixed-price Renewable Obligation certificates program and a 15-year power purchase agreement. The project generated first power in November 2017northwest coast of France and is currentlyexpected to generate approximately 500-MW. Project revenues are underpinned by a 20-year fixed price PPA.

On May 1, 2020, we executed agreements to sell 49% of an entity that holds our 50% interest in EMF to CPP Investments, inclusive of the commissioning phase.

Hohe SeeSaint-Nazaire France Offshore Wind Project, the Fécamp Offshore Wind Project and Expansion the Courseulles-sur-Mer Offshore Wind Project. CPP Investments will fund their 49% share of all ongoing future development capital. The transaction is expected to close in the first half of 2021.

GROWTH PROJECTS - REGULATORY MATTERS

United States Line 3 Replacement Program
On February 3, 2020, and through its subsequent order on May 1, 2020, the Minnesota Public Utilities Commission (MNPUC) deemed the second revised final Environmental Impact Statement (EIS) adequate and reinstated the Certificate of Need and Route Permit, allowing for construction of the pipeline to commence following the issuance of required permits. On May 21, 2020, various parties filed petitions for reconsideration with the MNPUC contesting the adequacy of the EIS and the MNPUC’s restored grant of the Certificate of Need and Route Permit. On June 1, 2020, Enbridge and various supporting parties filed responses to those filed petitions for reconsideration. On June 25, 2020 the MNPUC denied all petitions for reconsideration reaffirming its prior decisions in all three dockets. After each environmental permitting agency issued their respective permits, the MNPUC issued its Authorization to Construct to Enbridge. Currently, construction in Minnesota continues despite the EIS, Certificate of Need and Route Permit undergoing appellate review; however judicial decisions may impact construction activities.

As for environmental permits, we have received all Minnesota Department of Natural Resources licenses and permits. The Minnesota Pollution Control Agency (MPCA) released a winddraft of the revised 401 Water Quality Certificate (WQC) in February 2020. Following a public comment period, the MPCA announced on June 3, 2020 that it would conduct a contested case hearing regarding the 401 Water Quality Certificate. After an Administrative Law Judge (ALJ) was assigned to the case, the contested case hearing schedule was established on June 23, 2020. The MPCA contested case hearing was completed in August and on October 16, 2020, the MPCA received a favorable recommendation from the ALJ on all five of the issues considered. On November 12, 2020, the MPCA Commissioner issued a 401 WQC to us. Subsequently, the United States Army Corps of Engineers (Army Corps) issued its 404 Permit. With all required permits received, we commenced construction on December 1, 2020. Currently, construction in Minnesota continues despite the 401 WQC and the 404 Permit undergoing appellate review; however judicial decisions may impact construction activities.
77


SOLAR SELF-POWER PROJECTS

Lambertville Compressor Station
In October 2020, we announced the completion of project development and construction of the first solar power plant in the US designed to directly help power an interstate natural gas pipeline compressor station. The 2.25-MW solar project, located in West Amwell Township, New Jersey, will provide solar energy to the North Sea, offTexas Eastern Lambertville compressor station.

Alberta Solar One
In October 2020, we announced the coaststart of Germanyconstruction on our first solar generation facility in Alberta. The 10.5-MW solar project, located near Burdett, Alberta, will produce a portion of our Canadian Mainline power requirements with solar energy. The project is expected to achieve commercial operations in the first quarter of 2021.

Heidlersburg Compressor Station
In November 2020, we announced the start of construction on the Heidlersburg solar project. The project will produce 2.5-MW of solar energy for our Heidlersburg compressor station, offsetting a portion of the station’s electric load and helping power the compressor units that will generate approximately 497-MW, with an additional 112-MW fromkeep gas flowing along our Texas Eastern pipeline. The project is expected to achieve commercial operations in the expansion. The Hohe See Offshore Wind Project and Expansion will be constructed under fixed-price engineering, procurement, construction and installation contracts, which have been secured with key suppliers. The Hohe See Project and Expansion is backed by a government legislated 20-year revenue support mechanism.
second quarter of 2021.





OTHER ANNOUNCED PROJECTS UNDER DEVELOPMENT
 
The following projects have been announced by us, but have not yet met our criteria to be classified as commercially secured:


LIQUIDS PIPELINES


Gray Oak PipelineSea Port Oil Terminal Project - the Sea Port Oil Terminal (SPOT) project consists of onshore and offshore facilities, including a 385,000 bpd pipelinefixed platform located approximately 30 miles off the coast of Brazoria County, Texas. SPOT is designed to load very large crude carriers at rates of approximately 85,000 barrels per hour, or up to approximately 2 million bpd. Along with Enterprise Products Partners, L.P., we announced our intent to jointly develop and market SPOT, and we will work to finalize an equity participation agreement. The agreement will allow us to purchase an ownership interest in SPOT, subject to SPOT receiving a deep-water port license.

Jones Creek Crude Oil Storage Terminal - the Jones Creek terminal is expected to have an ultimate capability of up to 15 million barrels of storage, access to crude oil from all major North American production basins and will be fully integrated with the Seaway Pipeline system to provide producersallow for access to Houston-area refineries, existing export facilities, the SPOT project and other shippers the opportunity to secure crude oil transportation from West Texas to the destination markets of Corpus Christi, Freeport, and Houston, Texas with connectivity to over 3 million bpd of refining capacity and multiple dock facilities capable of crude oil exports. The project is a joint development with Phillips 66 and would be placed into service during the second half of 2019 depending on shipper interest expressed in the recently closed open season.
future.

GAS TRANSMISSION AND MIDSTREAM


Rio Bravo Pipeline - the Rio Bravo Pipeline is designed to transport up to 4.5 billion cubic feet per day (bcf/d) of natural gas from the Agua Dulce supply area to NextDecade's Rio Grande liquefied natural gas (LNG) export facility in the Port of Brownsville, Texas. We have acquired the Rio Bravo Pipeline development project from NextDecade. In addition, we have executed a precedent agreement with NextDecade under which we will provide firm transportation capacity on the Rio Bravo Pipeline to NextDecade's Rio Grande LNG export facility for a term of at least twenty years. Construction of the pipeline will be subject to the Rio Grande LNG export facility reaching a final investment decision.

Gulf Coast Express Pipeline
78


Annova LNG - we have executed a precedent agreement to supply the 6.5 million tonnes per annum Annova LNG export facility in the Port of Brownsville, Texas for a term of at least twenty years, by expanding our existing Valley Crossing system. The expansion will be subject to the Annova LNG facility reaching a final investment decision.

Texas Eastern Venice Extension Project - a natural gasreversal and expansion of Texas Eastern’s Line 40 from its existing New Roads compressor station to a new delivery point with the proposed Gator Express pipeline connecting the Waha,just south of Texas area to Agua Dulce, Texas that will provide capacity up to approximately 1.7 bcf/d.Eastern’s Larose compressor station. The project is a joint development between our equity investment DCP Midstream, Kinder Morgan Texas Pipeline LLC and an affiliate of Targa Resources Corp, and is expected to be placed into service during the second halfdeliver 1.26 bcf/d of 2019,feed gas to Venture Global’s proposed Plaquemines LNG export facility located in Plaquemine Parish, Louisiana. The expansion will be subject to obtaining sufficient shipper commitments.
the Plaquemines LNG export facility reaching a final investment decision.


RENEWABLE POWER GENERATION
Alliance Pipeline Expansion
Courseulles-sur-Mer Offshore Wind Project - Alliance Pipeline announced a non-binding request for expressions of interest for additional transportation service on the Alliance Pipeline Canada and Alliance Pipeline US systems. Alliance Pipeline continues to engage with interested parties and assess the addition of more compression facilities along the system in order to increase throughput capacity by up to 500 mmcf/d. The projected in-service date for the potential capacity expansion is the second half of 2021.

Access Northeast - Access Northeast is a project that will bring affordable energy to New England consumers. Natural gas pipeline capacity scarcity and system reliability remains a primary issue for New England and one that must be resolved for the region to meet its energy supply needs. The project's partners continue to pursue a viable commercial and operational model to provide natural gas to the region.

GREEN POWER AND TRANSMISSION

Éolien Maritime France SAS - a 50% interest in Éolien Maritime France SAS (EMF), a Frenchan offshore wind development company, which is co-owned by EDF Energies Nouvelles, a subsidiary of Électricité de France S.A. EMF holds licenses for three large-scale offshore wind farmsproject located off the northwest coast of France that wouldis expected to generate approximately 1,428 MW. The development of these projects is subject448-MW. Project revenues are underpinned by a 20-year fixed price PPA. We expect to reach a final investment decision and regulatory approvals, the timing of which is not yet certain.
in 2021.


We also have a large portfolio of additional projects under development that have not yet progressed to the point of public announcement.securement.




GROWTH PROJECTS - REGULATORY MATTERS

Lakehead System Mainline Expansion (EEP)
On October 16, 2017, the United States Department of State issued a Presidential permit to EEP to operate Line 67 at its design capacity of 888,889 bpd at the international border of the United States and Canada near Neche, North Dakota.

Canadian Line 3 Replacement Program (the Fund Group)
In December 2016, the Manitoba Metis Federation (MMF) and the Association of Manitoba Chiefs (AMC) applied to the Federal Court of Appeal for leave, which was subsequently granted, to judicially review the Government of Canada’s decision to approve the Canadian L3R Program. On July 4, 2017, the MMF discontinued its judicial review application. On October 25, 2017, the AMC discontinued its judicial review application. As a result, no further challenges to the Government of Canada's decision to approve the Canadian L3R Program may be brought by any party.

All required pre-construction filings have been approved by the NEB.

United States Line 3 Replacement Program (EEP)
EEP is in the process of obtaining the appropriate permits for constructing the U.S. L3R Program in Minnesota. The project requires both a Certificate of Need and an approval of the pipeline’s route (Route Permit) from the MNPUC. The MNPUC found both the Certificate of Need and Route Permit applications for the U.S. L3R Program through Minnesota to be complete. On February 1, 2016, the MNPUC issued a written order requiring the Minnesota Department of Commerce (DOC) to prepare an Environmental Impact Statement (EIS) before the filing of intervenor testimony in the Certificate of Need and Route Permit processes. The DOC issued the final EIS on August 17, 2017. The MNPUC determined the final EIS to be inadequate in four specific areas on December 7, 2017. The DOC provided a supplemental EIS on February 12, 2018, and the MNPUC will determine its adequacy in the second quarter of 2018. In the parallel Certificate of Need and Route Permit dockets, public and evidentiary hearings were held at locations along the proposed route and in Saint Paul, Minnesota from September to November 2017 and are now complete. The MNPUC is expected to vote on the Certificate of Need and Route Permit at the end of the second quarter of 2018.

LIQUIDITY AND CAPITAL RESOURCES

The maintenance of financial strength and flexibility is fundamental to our growth strategy, particularly in light of the significant number and size of capital projects currently secured or under development. Access to timely funding from capital markets could be limited by factors outside our control, including but not limited to financial market volatility resulting from economic and political events both inside and outside North America. To mitigate such risks, we actively manage financial plans and strategies to ensure we maintain sufficient liquidity to meet routine operating and future capital requirements. In the near term, we generally expect to utilize cash from operations together with commercial paper issuance and/or credit facility draws and the proceeds of capital market offerings to fund liabilities as they become due, finance capital expenditures, fund debt retirements and pay common and preference share dividends.We target to maintain sufficient liquidity through securement of committed credit facilities with a diversified group of banks and financial institutions to enable us to fund all anticipated requirements for approximately one year without accessing the capital markets.

Our financing plan is regularly updated to reflect evolving capital requirements and financial market conditions and identifies a variety of potential sources of debt and equity funding alternatives, including utilizationalternatives. Our current financing plan does not include any issuances of additional common equity and was the primary consideration for the suspension of our sponsored vehicles. ForDividend Reinvestment and Share Purchase Plan in November 2018.

As discussed within Recent Developments - Financing Update, as a result of the COVID-19 pandemic and the corresponding impact on the capital markets, we have elected to increase our liquidity through additional information, refercredit facilities to Sponsored Vehicles below.ensure we will not have to access the capital markets through 2021 to fund our current portfolio of capital projects if market access is restricted or pricing is unattractive.


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CAPITAL MARKET ACCESS
We ensure ready access to capital markets, subject to market conditions, through maintenance of shelf prospectuses that allow for issuance of long-term debt, equity and other forms of long-term capital when market conditions are attractive. In accordance with our funding plan, we completed the following long-term debt issuances totaling $2.5 billion and US$2.1 billion in 2017:
2020:
EntityType of IssuanceAmount
(in millions of Canadian dollars, unless stated otherwise)
Enbridge Inc.Common shares (via share exchange*)Medium-term notes37,429
$1,300
Enbridge Inc.Common shares (by private placement)1,500
Enbridge Inc.Preference shares500
Enbridge Inc.Fixed-to-floating rate subordinated notes1,650
Enbridge Inc.Floating rate notesUS$750
Enbridge Inc.Medium-termFixed-to-fixed subordinated term notes1,200
US$1,000
Enbridge Gas Inc.US$ Fixed-to-floating rate subordinatedMedium-term notesUS$1,000
Enbridge Inc.US$ Floating rate notesUS$$1,200
Enbridge Inc.US$ Senior notesUS$1,400
Enbridge Income Fund Holdings Inc.

Common shares575
Enbridge Income Fund Holdings Inc.
Common shares (Secondary offering by Enbridge)575
Enbridge Gas Distribution Inc. (EGD)Medium-term notes300
Spectra Energy Partners, LP1Floating rateSenior notesUS$400
Union Gas LimitedMedium-term notes500
300
* In connection with the Merger Transaction

On January 9, 2018,1Issued through Texas Eastern, Transmission, LP, a wholly-owned operating subsidiary of SEP, completed an offering of US$800 million of senior notes, which consisted of two US$400 million tranches with fixed interest rates of 3.50% and 4.15% which mature in 2028 and 2048, respectively.Spectra Energy Partners, LP (SEP).



Credit Facilities, Ratings and Liquidity
To ensure ongoing liquidity and to mitigate the risk of capital market disruption, we maintain ready access to funds through committed bank credit facilities and actively manage our bank funding sources to optimize pricing and other terms. The following table provides details of our committed credit facilities at December 31, 2017.2020:
 Total  
MaturityFacilities
Draws1
Available
(millions of Canadian dollars)    
Enbridge Inc.2021-202411,854 8,719 3,135 
Enbridge (U.S.) Inc.2022-20247,007 492 6,515 
Enbridge Pipelines Inc.
20222
3,000 1,278 1,722 
Enbridge Gas Inc.
20222
2,000 1,121 879 
Total committed credit facilities 23,861 11,610 12,251 
1Includes facility draws and commercial paper issuances that are back-stopped by the credit facility.
  2017
  Total
 
 
December 31,MaturityFacilities
Draws1

Available
(millions of Canadian dollars)  
 
 
Enbridge Inc.2
2019-20227,353
2,737
4,616
Enbridge (U.S.) Inc.20193,590
490
3,100
Enbridge Energy Partners, L.P.3
2019-20223,289
1,820
1,469
Enbridge Gas Distribution Inc.20191,016
972
44
Enbridge Income Fund20201,500
766
734
Enbridge Pipelines (Southern Lights) L.L.C.201925

25
Enbridge Pipelines Inc.20193,000
1,438
1,562
Enbridge Southern Lights LP20195

5
Spectra Energy Partners, LP4,5
20223,133
2,824
309
Union Gas Limited5
2021700
485
215
Westcoast Energy Inc.5
2021400

400
Total committed credit facilities 24,011
11,532
12,479
1Includes facility draws, letters of credit and commercial paper issuances that are back-stopped by the credit facility.
2Includes $135 million, $157 million (US$125 million) and $150 million of commitments that expire in 2018, 2018 and 2020, respectively.
3
Includes $219 million (US$175 million) and $232 million (US$185 million) of commitments that expire in 2018 and 2020, respectively.
4
Includes $421 million (US$336 million) of commitments that expire in 2021.
5
Committed credit facilities acquired on February 27, 2017 in conjunction with the Merger Transaction. For additional information, refer to Merger with Spectra Energy.

2Maturity date is inclusive of the one-year term out option.
During the first quarter of 2017,
On February 24, 2020, Enbridge establishedInc. entered into a five-year, termtwo year, non-revolving credit facility for $239 million (¥20,000 million)US$1.0 billion with a syndicate of Japanese banks. Principallenders.

On February 25, 2020, Enbridge Inc. entered into two, one year, non-revolving, bilateral credit facilities for a total of US$500 million.

On March 31, 2020, Enbridge Inc. entered into a one year, revolving, syndicated credit facility for $1.7 billion. On April 9, 2020, Enbridge Inc. exercised an accordion provision and interest on thisincreased the facility have been converted to United States dollars using$3.0 billion.

On July 23 and 24, 2020, we extended approximately $10.0 billion of our 364 day extendible credit facilities to July 2022, inclusive of a cross currency interest rate swap.one-year term out provision.

On February 10, 2021, we entered into a three year, sustainability linked credit facility for $1.0 billion with a syndicate of lenders. As a result of the sustainability linked credit facility and other financing activities completed in 2020, our resilient cash flows and our current liquidity position, we concurrently cancelled a one year, revolving, syndicated credit facility for $3.0 billion, ahead of its scheduled March 2021 maturity.

In addition to the committed credit facilities noted above, we have $792$849 million of uncommitted demand facilities, of which $518$533 million were unutilized as at December 31, 2017.2020. As at December 31, 2016,2019, we had $335$916 million of uncommitted credit facilities, of which $177$476 million were unutilized.
 
Our
80


As at December 31, 2020, our net available liquidity of $12,959 million at December 31, 2017 wastotaled $12.7 billion, inclusive of $480$452 million of unrestricted cashCash and cash equivalents as reported on the Consolidated Statements of Financial Position.
 
Our credit facility agreements and term debt indentures include standard events of default and covenant provisions, whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at December 31, 2017,2020, we were in compliance with all debt covenants and expect to continue to comply with such covenants.
 
Strong growth in internal cash flow, proceeds from non-core asset dispositions, ready access to liquidity from diversified sources and a stable business model have enabled us to manage our credit profile. We actively monitor and manage key financial metrics with the objective of sustaining investment grade credit ratings from the major credit rating agencies and ongoing access to bank funding and term debt capital on attractive terms. Key measures of financial strength that are closely managed include the ability to service debt obligations from operating cash flow and the ratio of debt to total capital. As at December 31, 2017, our debt capitalization ratio was 48.3% compared with 61.8% as at December 31, 2016. The improvement in the ratio reflected an increase in equity that resulted from the Merger Transaction.EBITDA.
 

During 2017,2020, our credit ratings were affirmed as follows:
On July 23, 2020, DBRS Limited confirmedaffirmed our issuer rating and medium-term notes and unsecured debentures rating of BBB (high), fixed-to-floating subordinated notes rating of BBB (low), preference share rating of Pfd-3 (high) and commercial paper rating of R-2 (high), all with stable outlooks;
On April 13, 2020, Fitch Rating services affirmed long-term issuer default rating and changed theirsenior unsecured debt rating outlook from under reviewof BBB+, preference share rating of BBB-, junior subordinated note rating of BBB- and short-term and commercial paper rating of F2 with developing implications to stable.a stable rating outlook;
On December 22, 2020, Moody’s Investor Services, Inc. affirmed our issuer and senior unsecured ratings of Baa2, subordinated rating of Ba1 and preference share rating of Ba1 all with positive outlooks. In addition, the commercial paper rating for Enbridge (U.S.) Inc. was affirmed at P-2; and
On December 1, 2020, Standard & Poor’s Rating Services (S&P) affirmed our corporate credit rating and senior unsecured debt rating of BBB+, preference share rating of P-2 (low) and commercial paper rating of A-1 (low), and reaffirmed a stable outlook. S&P also affirmed our global overall short-term rating of A-2.
In June 2017, we obtained Fitch long-term issuer default rating and senior unsecured debt rating of BBB+, preference share rating of BBB-, junior subordinated note rating of BBB-, and short-term and commercial paper rating of F2 with a stable rating outlook.
On December 22, 2017, Moody’s Investor Services, Inc. downgraded our issuer and senior unsecured ratings from Baa2 to Baa3, subordinated rating from Ba1 to Ba2, preference share rating from Ba1 to Ba2, commercial paper rating for Enbridge (U.S.) Inc. from P-2 to P-3, and changed the outlook on all of these ratings from negative to stable.
We invest surplus cash in short-term investment grade money market instruments with highly creditworthy counterparties. Short-term investments were $70 millionas at December 31, 2017 compared with $800 million as at December 31, 2016. The higher short-term investment balances at the end of 2016 reflect the temporary investment of a portion of the proceeds of capital markets offerings undertaken by us in the fourth quarter of 2016, pending its redeployment in our growth capital program.

There are no material restrictions on our cash. Total restricted cash of $107$38 million, includes EGD’s and Union Gas’ receiptas reported on the Consolidated Statements of cash from the Government of Ontario to fund its Green Investment Fund program. In addition, our restricted cashFinancial Position, primarily includes cash collateral and amounts receivedfuture pipeline abandonment costs collected and held in respect of specific shipper commitments.trust. Cash and cash equivalents held by EEP, the Fund Group and SEP are generally not readily accessible by us until distributions are declared and paid by these entities, which occurs quarterly for EEP and SEP, and monthly for the Fund Group. Further, cash and cash equivalents held by certain foreign subsidiaries may not be readily accessible for alternative usesuse by us.


Excluding current maturities of long-term debt, as at December 31, 20172020 and 20162019, we had a negative working capital position of $2,538 million$3.7 billion and $456 million,$2.8 billion, respectively. In both periods, the major contributing factor to the negative working capital position was the ongoing funding ofcurrent liabilities associated with our growth capital program.
 
To address this negative working capital position, we maintain significant liquidity in the form of committed credit facilities and other sources as previously discussed, which enable the funding of liabilities as they become due. As at December 31, 2017 and 2016, our net available liquidity totaled $12,959 million and $14,274 million, respectively, on a consolidated basis. It is anticipated that any current maturities of long-term debt will be refinanced upon maturity.
 
81




SOURCES AND USES OF CASH
December 31,2017
2016
2015
Year ended December 31,Year ended December 31,202020192018
(millions of Canadian dollars) 
 
 
(millions of Canadian dollars)  
Operating activities6,584
5,211
4,571
Operating activities9,781 9,398 10,502 
Investing activities(11,002)(5,192)(7,933)Investing activities(5,177)(4,658)(3,017)
Financing activities3,476
840
3,074
Financing activities(4,770)(4,745)(7,503)
Effect of translation of foreign denominated cash and cash equivalents(72)(19)143
Effect of translation of foreign denominated cash and cash equivalents(20)44 68 
Increase/(decrease) in cash and cash equivalents(1,014)840
(145)
Net increase/(decrease) in cash and cash equivalents and restricted cashNet increase/(decrease) in cash and cash equivalents and restricted cash(186)39 50 
 
Significant sources and uses of cash for the years ended December 31, 20172020 and 20162019 are summarized below:
 
Operating Activities
20172020
The growthincrease in cash flow deliveredprovided by operations in 2017 is a reflection of the positive operating factors discussed under Results of Operations, whichduring 2020 was primarily included contributions from new assets of approximately $2,574 million following the completion of the Merger Transaction.
For the year ended, partially offsetting the increase in cash flows from operating activities are transaction costs in connection with the Merger Transaction, as well as employee severance costs in relation to our enterprise-wide reduction of workforce.
Changesdriven by changes in operating assets and liabilities to $314 million from $358 million for the years ended December 31, 2017 and 2016, respectively, reflected negative working capital in each of those years.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 the Energy Services and Gas Distributionour business segments, the timing of tax payments, as well as timing of cash receipts and payments.payments generally. Refer to Part II. Item 8. Financial Statements and Supplementary Data - Note 28. Changes in Operating Assets and Liabilities.

The factor above was partially offset by the impact of certain unusual, infrequent and other non-operating factors as discussed under Results of Operations.
2016
2019
The growthdecrease in cash flow deliveredprovided by operations in 2016during 2019 was a reflection of the positive operating factors discussed under Results of Operations, which primarily included stronger contributions from the Liquids Pipelines segment, partially offsetdriven by higher financing costs resulting from the incurrence of incremental debt to fund asset growth and the impact of refinancing construction debt with longer-term debt financing.
Changeschanges in operating assets and liabilities, included withinpartially offset by stronger contributions from our operating activities were $358 million for the year ended December 31, 2016 compared with $645 million for the comparative 2015 year. Our operating assets and liabilities fluctuate in the normal course due to various factors including fluctuations in commodity prices and activity levels within the Energy Services and Gas Distribution segments, the timing of tax payments, general variations in activity levels within our businesses, as well as timing of cash receipts and payments.segments.


Investing Activities
We continue with the execution of our growth capital program which is further described in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Growth Projects - Commercially Secured Projects. The timing of project approval, construction and in-service dates impacts the timing of cash requirements.
 

A summary of additions to property, plant and equipment for the years ended December 31, 2017, 20162020, 2019 and 20152018 is set out below:
Year ended December 31,2017
2016
2015
Year ended December 31,202020192018
(millions of Canadian dollars) 
 
 
(millions of Canadian dollars)  
Liquids Pipelines2,797
3,956
5,882
Liquids Pipelines2,032 2,548 3,102 
Gas Transmission and Midstream3,883
176
385
Gas Transmission and Midstream2,066 1,695 2,578 
Gas Distribution1,177
713
858
Green Power and Transmission321
251
68
Gas Distribution and StorageGas Distribution and Storage1,134 1,100 1,066 
Renewable Power GenerationRenewable Power Generation81 23 33 
Energy Services1


Energy Services2 — 
Eliminations and Other108
32
80
Eliminations and Other90 124 27 
Total capital expenditures8,287
5,128
7,273
Total capital expenditures5,405 5,492 6,806 
 
2017
82


2020
The increase in cash used in investing activities was primarily attributable to capital expenditures of $8,287 millionresulted from the following factors:
Lower proceeds from asset dispositions in 2020 compared with $5,128 million for2019, primarily due to the comparable period, which include capital expendituressale of the federally regulated portion of our Canadian natural gas gathering and processing businesses assets on assets and growth projects acquired through the Merger Transaction, and increased investment in equity investments. During the first half of 2017, we paid cash consideration of $2.0 billion (US $1.5 billion) for the acquisition of an interest in the Bakken Pipeline System. In addition, we also made an equity investment of $0.5 billion in connection with our 50% interest in the Hohe See Offshore Wind Project.
December 31, 2019.
The factor above increase in cash usage was partially offset by lower contributions to the Gray Oak Holdings LLC equity investment in 2020, higher return of capital primarily from equity investments in Seaway Crude Holdings LLC, MarEn Bakken Company LLC, Gray Oak Holdings LLC, and Enbridge Renewable Infrastructure Investments S.a.r.l., and lower net cash acquiredinvested in the Merger Transactionaffiliate loans in the first quarter of 2017, proceeds from the disposition of the Ozark Pipeline, Sandpiper Project and Olympic Pipeline in 2017.

2016
The timing of projects approval,construction and in-service dates impacted the timing of cash requirements. For the year ended December 31, 2016, additions to property, plant and equipment resulted in cash expenditures of $5,128 million2020 compared with $7,273 million for the year ended December 31, 2015. 2019.

2019
The year-over-year decrease reflected the successful completion of growth projectsincrease in 2015, including the Edmonton to Hardisty Expansion, Southern Access Extension and phases of the Eastern Access Program.
Also contributing to the decrease in year-over-year cash used in investing activities wereprimarily resulted from the following factors:
Lower proceeds received from disposition of assets. Forasset dispositions in 2019 compared with 2018. In 2019, the year ended December 31, 2016, proceeds from dispositions were $1,379 million compared with $146 million for the year ended December 31, 2015. The majority of the proceeds in 2016 related toreflects the sale of the South Prairie Regionfederally regulated portion of our Canadian natural gas gathering and processing businesses assets, completedSt. Lawrence Gas and EGNB. In 2018, the proceeds from dispositions reflects the sale of Midcoast Operating, L.P. and its subsidiaries (MOLP), a portion of our renewable assets and the provincially regulated portion of our Canadian natural gas gathering and processing businesses assets.
The absence in December 2016.
Partially offsetting the above factors was higher spending2019 of a distribution received from Sabal Trail in 20162018 as a partial return of capital for acquisitions. During the second quarter of 2016, we made an initial equity investment inconstruction and advanced an affiliate loan to acquire a 50% interest in a French offshore wind development company and fund the ongoing development costs of that company.previously funded by Sabal Trail's partners.

Financing Activities
20172020
Cash used in financing activities in 2020 was consistent with 2019 due to the following factors:
Increased commercial paper and credit facility draws, increased short-term borrowings and lower repayments of maturing long-term debt in 2020 compared with 2019, partially offset by lower issuances of long-term debt.
•    The absence in 2020 of cash used in the redemption of Westcoast's Series 7 and Series 8 preferred shares in 2019.
•    The factors above were offset by higher common share dividend payments in 2020 due to the increase in our common share dividend rate.

2019
The increasedecrease in net cash generated fromused in financing activities primarily resulted from the following factors:

We issued a series of medium term fixed and floating rate notes, the proceeds of which were used to repay maturing term notesIncreased commercial paper and credit facilitiesfacility draws and to finance growth capital programs. For the year ended 2017, proceeds from term note issuances were primarily used to repay credit facilities and redeem tender offers for Spectra Energy’s outstanding senior unsecured notes as discussedincreased long-term debt issued in Liquidity and Capital Resources - Capital Market Access.
The change in cash generated from financing activities reflected overall higher cash contributions from redeemable noncontrolling interests of $1,178 million2019 compared with $591 million in the comparable period attributable to our holdings in ENF equity. Cash contributions were also higher

for noncontrolling interests, which now include noncontrolling interests acquired through the Merger Transaction, which is more than2018, partially offset by the increase in distributions to noncontrolling interests. The increase inhigher repayments of maturing long-term debt.
•    Decreased distributions to noncontrolling interests wasand redeemable noncontrolling interests in 2019 primarily attributable to the acquired assets, which were partially offset by the decrease in distributions resulting from the EEP strategic restructuring discussed under United States Sponsored Vehicle Strategy.
Cash provided from financing activities further increased as we completed the issuance of 33.5 million common shares for gross proceeds of approximately $1.5 billion along with the issuance of 4 million preferred shares for gross proceeds of $0.5 billion.
For the year ended 2017, the above increases in cash were partially offset by $227 million paid to acquire all of the outstanding publicly-held common units of MEP during the second quarter of 2017, as well as higher cash received from the issuance of common shares in the first quarter of 2016, as a result of the issuancebuy-ins of 56 million common sharesour sponsored vehicles: SEP, Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEM) and Enbridge Income Fund Holdings Inc. (ENF), (collectively, the Sponsored Vehicles) in March 2016.the fourth quarter of 2018.
Finally,•    The absence in 2019 of proceeds received from the sale of a portion of our interest in our Canadian and US renewable assets to CPP Investments in the third quarter of 2018.
•    The factors above were partially offset by higher common share dividend payments increased in the first half of 2017, primarily2019 due to the increase in the common share dividend rate effective March 2017, as well as higherand an increase in the number of common shares outstanding as a result of the issuance of approximately 75 million common shares in 2016 and 691 million common shares issued in connection with the Merger Transaction. In addition, we paid $414 million in common share dividends to the shareholders of Spectra Energy. These dividends were declared before the closing of the Merger Transaction but were paid after the closing of the Merger Transaction.

2016
Our financing requirements decreased for the year ended December 31, 2016 compared with December 31, 2015, primarily reflecting lower expenditures on growth capital projects and the proceeds of asset sales. Our funding requirements are a reflection of the timing of various growth projects.
In 2016, our overall debt decreased by $149 million compared with an overall increase in debt of $3,663 million in 2015. The decrease was mainly due to lower debt requirements resulting from the timing of completion of various growth projects and other sources of funds, primarily the proceeds from our common share issuance in March 2016, which were partly utilized to reduce drawn credit facilities and outstanding commercial paper draws.
The increase in common share dividends paid in 2016 was attributable to the increaseSponsored Vehicles buy-in in the common share dividend rate effective March 2016 and a higher numberfourth quarter of common shares outstanding primarily as a result of the common share issuance noted above.2018.
Distributions to redeemable noncontrolling interests in the Fund Group increased during 2016 compared with the corresponding 2015 period mainly due to a higher per share distribution rate and a larger number of public shares outstanding in ENF. Higher distributions to noncontrolling interests in EEP reflected an increase to the per unit distribution in the first half of 2016 as well as the effects of a strengthening United States dollar versus the Canadian dollar.



Preference Share Issuances
Since July 2011, we have issued 310 million preference shares for gross proceeds of approximately $7.8 billion with the following characteristics.
 Gross Proceeds
Dividend Rate
Dividend1,9

Per Share
Base
Redemption
Value2
Redemption
and Conversion
Option Date2,3
Right to
Convert
Into3,4
(Canadian dollars, unless otherwise stated) 
   
Series B5
$500 million
3.42%$0.85360$25June 1, 2022Series C
Series C5

3-month treasury bill plus 2.400%

$25June 1, 2022Series B
Series D6
$450 million
4.00%$1.00000$25March 1, 2018Series E
Series F$500 million
4.00%$1.00000$25June 1, 2018Series G
Series H$350 million
4.00%$1.00000$25September 1, 2018Series I
Series J7
US$200 million
4.89%US$1.22160US$25June 1, 2022Series K
Series L7
US$400 million
4.96%US$1.23972US$25September 1, 2022Series M
Series N$450 million
4.00%$1.00000$25December 1, 2018Series O
Series P$400 million
4.00%$1.00000$25March 1, 2019Series Q
Series R$400 million
4.00%$1.00000$25June 1, 2019Series S
Series 1US$400 million
4.00%US$1.00000US$25June 1, 2018Series 2
Series 3$600 million
4.00%$1.00000$25September 1, 2019Series 4
Series 5US$200 million
4.40%US$1.10000US$25March 1, 2019Series 6
Series 7$250 million
4.40%$1.10000$25March 1, 2019Series 8
Series 9$275 million
4.40%$1.10000$25December 1, 2019Series 10
Series 11$500 million
4.40%$1.10000$25March 1, 2020Series 12
Series 13$350 million
4.40%$1.10000$25June 1, 2020Series 14
Series 15$275 million
4.40%$1.10000$25September 1, 2020Series 16
Series 17$750 million
5.15%$1.28750$25March 1, 2022Series 18
Series 198
$500 million
4.90%$1.22500$25March 1, 2023Series 20
1The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every five years beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every five years, will not be less than 5.15% and 4.90%, respectively. No other series of Preference Shares has this feature.
2Preference Shares, Series A may be redeemed any time at our option. For all other series of Preference Shares, we may, at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
3The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a one-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.
4
With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/365) x 90 day Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), 4.1% (Series 18) or 3.2% (Series 20); or US$25 x (number of days in quarter/365) x three-month United States Government treasury bill rate + 3.1% (Series K), 3.2% (Series M), 3.1% (Series 2) or 2.8% (Series 6).
5On June 1, 2017, 1,730,188 of Series B fixed rate Preference Shares were converted to Series C floating rate Preference Shares based upon preference share holder elections under the terms of the Series B Preference Shares. The quarterly dividend amount for the Series B Preference Shares was decreased to $0.21340 from $0.25000 on June 1, 2017, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series B Preference Shares. The quarterly dividend amount for the Series C Preference Shares was set at $0.18600 on June 1, 2017, $0.19571 on September 1, 2017 and $0.20342 on December 1, 2017, due to reset on a quarterly basis following the issuance thereof.
6On January 30, 2018, we announced that we do not intend to exercise our right to redeem our Series D Preference Shares on March 1, 2018. As a result, until February 14, 2018, the holders of such shares had the right to convert all or part of their Series D fixed rate Preference Shares on a one-for-one basis into Series E floating rate Preference Shares. As of February 14, 2018, less than the 1,000,000 Series D Preference Shares required to give effect to conversions into Series E Preference Shares were tendered for conversion. As a result, none of our outstanding Series D Preference Shares will be converted into Series E Preference Shares on March 1, 2018. However, on March 1, 2018, the quarterly dividend amount for the Series D Preference Shares will be increased to $0.27875 from $0.25000, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series D Preference Shares.
7No Series J or Series L Preference Shares were converted on the June 1, 2017 and September 1, 2017 conversion option dates, respectively. However, the quarterly dividend amounts for the Series J and Series L Preference Shares were increased to US$0.30540 from US$0.25000 on June 1, 2017, and to US$0.30993 from US$0.25000 on September 1, 2017, respectively, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series J and Serles L Preference Shares.

8On December 11, 2017, 20 million Series 19 Preferred Shares, inclusive of 4 million Series 19 Preferred Shares issued on full exercise of the underwriters' option, were issued for gross proceeds of $500 million.
9
For dividends declared, see Liquidity and Capital Resources – Sources and Uses of Cash – Dividend Reinvestment and Share Purchase Plan.

Common Share Issuances
On December 7, 2017, we completed the issuance of 33.5 million common shares for gross proceeds of approximately $1.5 billion. The proceeds were used to reduce short-term indebtedness pending reinvestment in secured capital projects.

On February 27, 2017, we completed the issuance of 691 million common shares with a value of $37.4 billion in exchange for shares of Spectra Energy in connection with the Merger Transaction. For further information, see Merger with Spectra Energy and Item 8. Financial Statements and Supplementary Data -Note 7. Acquisitions and Dispositions.
On March 1, 2016, we completed the issuance of 56.5 million common shares for gross proceeds of approximately $2.3 billion, inclusive of the shares issued on exercise of the full amount of the underwriters’ over-allotment option to purchase an additional 7.4 million common shares. The proceeds were used to reduce short-term indebtedness pending reinvestment in secured capital projects.


Dividend Reinvestment and Share Purchase Plan
Participants in our Dividend Reinvestment and Share Purchase Plan (DRIP) receive a 2% discount on the purchase of common shares with reinvested dividends. For the years ended December 31, 2017 and 2016, total dividends paid were $3,562 million and $1,945 million, respectively, of which $2,336 million and $1,150 million, respectively, were paid in cash and reflected in financing activities. The remaining $1,226 million and $795 million, respectively, of dividends paid were reinvested pursuant to the DRIP and resulted in the issuance of common shares rather than a cash payment. For the years ended December 31, 2017 and 2016, 34.4% and 40.9%, respectively, of total dividends paid were reinvested through the DRIP. In addition to amounts paid in cash and reflected in financing activities for the year ended December 31, 2017, were $414 million in dividends declared to Spectra Energy shareholders prior to the Merger Transaction that were paid after the Merger Transaction.

Our Board of Directors has declared the following quarterly dividends. All dividends are payable on March 1, 2018 to shareholders of record on February 15, 2018.
Common Shares
$0.67100
Preference Shares, Series A
$0.34375
Preference Shares, Series B1

$0.21340
Preference Shares, Series C2

$0.20342
Preference Shares, Series D
$0.25000
Preference Shares, Series F
$0.25000
Preference Shares, Series H
$0.25000
Preference Shares, Series J3

US$0.30540
Preference Shares, Series L4

US$0.30993
Preference Shares, Series N
$0.25000
Preference Shares, Series P
$0.25000
Preference Shares, Series R
$0.25000
Preference Shares, Series 1
US$0.25000
Preference Shares, Series 3
$0.25000
Preference Shares, Series 5
US$0.27500
Preference Shares, Series 7
$0.27500
Preference Shares, Series 9
$0.27500
Preference Shares, Series 11
$0.27500
Preference Shares, Series 13
$0.27500
Preference Shares, Series 15
$0.27500
Preference Shares, Series 17
$0.32188
Preference Shares, Series 19
$0.26850
1The quarterly dividend amount of Series B was decreased to $0.21340 from $0.25000 on June 1, 2017, due to the reset of the annual dividend on every fifth anniversary of the date of issuance of the Series B Preference Shares.
2
The quarterly dividend amount of Series C was set at $0.18600 on June 1, 2017, $0.19571 on September 1, 2017 and $0.20342 on December 1, 2017, due to reset on a quarterly basis following the date of issuance of the Series C Preference Shares.
3
The quarterly dividend amount of Series J was increased to US$0.30540 from US$0.25000 on June 1, 2017, due to the reset of the annual dividend on every fifth anniversary of the date of issuance of the Series J Preference Shares.
4 The quarterly dividend amount of Series L was increased to US$0.30993 from US$0.25000 on September 1, 2017, due to the reset of the annual dividend on every fifth anniversary of the date of issuance of the Series L Preference Shares.



SPONSORED VEHICLES
We utilize Sponsored Vehicles to diversify our access to capital and enhance our costs of funds. When market conditions are supportive, we may also seek to raise capital and monetize the value of existing assets through drop-down transactions with our Sponsored Vehicles.

The Fund Group
 201720162015
Economic interest as at December 31,82.5%86.9%89.2%
Distributions received by us for the year ended December 31,$1,539 million$1,555 million$601 million

Common Unit Issuance
On December 7, 2017, ENF completed the issuance of 20,683,900 common shares, inclusive of 2,697,900 common shares issued on full exercise of the underwriters' over-allotment option, at a price of $27.80 for a gross proceeds of $575 million. The proceeds will be used to repay short-term indebtedness and fund growth projects associated with the Fund's Canadian liquids pipeline assets.

On April 18, 2017, ENF completed the Secondary Offering of 17,347,750 common shares to the public at a price of $33.15 per share, for gross proceeds of approximately $575 million. For further information, refer to Asset Monetization.

Restructuring
In September 2015, we completed the Canadian Restructuring Plan. For further details, refer to Canadian Restructuring Plan.

EEP
 201720162015
Economic interest as at December 31,34.6%35.3%35.7%
Distributions received by us for the year ended December 31,1
US$713 millionUS$573 millionUS$499 million
1Includes distributions for our ownership interest in EEP and distributions from direct ownership in its jointly funded projects.

Strategic Review
In 2017, we continued the ongoing evaluation of our investment in EEP. For additional information, refer to United States Sponsored Vehicle Strategy.

Common Unit Issuance
In March 2015, EEP completed the issuance of eight million Class A common units for gross proceeds of approximately US$294 million before underwriting discounts and commissions and offering expenses. We did not participate in the issuance; however, we made a capital contribution of US$6 million to maintain our 2% general partner interest in EEP. EEP used the proceeds from the offering to fund a portion of its capital expansion projects and for general partnership purposes.

Alberta Clipper Drop Down
In January 2015, we completed the drop down of our 66.7% interest in the United States segment of the Alberta Clipper Pipeline to EEP. Aggregate consideration for the transaction was US$1 billion, consisting of approximately US$694 million of Class E equity units issued to us by EEP and the repayment of approximately US$306 million of indebtedness owed to us.


SEP
 20172016
2015
Economic interest as at December 31,83%

Distributions received by us for the year ended December 31,US$738 million


The Merger Transaction
As a result of the Merger Transaction, we acquired a 75% economic interest in SEP. For further information, refer to Merger with Spectra Energy.

Share Issuances
During the year ended December 31, 2017, SEP issued 3,991,977 million common units under its at-the-market program for total proceeds of US$171 million.

Restructuring of Incentive Distribution Rights
Refer to United States Sponsored Vehicle Strategy - Restructuring of SEP Incentive Distribution Rights.

OFF-BALANCE SHEET ARRANGEMENTS
We enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties. These arrangements include financial guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. See Part II. Item 8. Financial Statements and supplementary dataSupplementary Data - Note 29.31. Guarantees for further discussion of guarantee arrangements.


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Most of the guarantee arrangements that we enter into enhance the credit standings of certain subsidiaries, non-consolidated entities or less than 100%-owned entities, enabling them to conduct business. As such, these guarantee arrangements involve elements of performance and credit risk which are not included on our Consolidated Statements of Financial Position. The possibility of us having to honor our contingencies is largely dependent upon the future operations of our subsidiaries, investees and other third parties, or the occurrence of certain future events. Issuance of these guarantee arrangements is not required for the majority of our operations.


We do not have material off-balance sheet financing entities or structures, except for normal operating lease arrangements, guarantee arrangements and financings entered into by our equity investments. For additional information on these commitments, see Part II. Item 8. Financial Statements and supplementary dataSupplementary Data -Note 28.30. Commitments and Contingencies and Note 29.31. Guarantees.


We do not have material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.




CONTRACTUAL OBLIGATIONS
Payments due under contractual obligations over the next five years and thereafter are as follows:
As at December 31, 2020Total
Less than
1 year
1-3 years4-5 years
After
5 years
(millions of Canadian dollars)     
Annual debt maturities1
65,358 2,942 12,627 13,001 36,788 
Interest obligations2
34,799 2,417 4,525 3,918 23,939 
Right-of-ways1,173 31 76 76 990 
Pension obligations3
151 151 — — — 
Long-term contracts4
9,660 3,185 2,286 1,398 2,791 
Total contractual obligations111,141 8,726 19,514 18,393 64,508 
1Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discount, debt issue costs, finance lease obligations and fair value adjustment. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
2Includes debentures and term notes bearing interest at fixed, floating and fixed-to-floating rates.
3Assumes only required payments will be made into the pension plans in 2021. Contributions are made in accordance with independent actuarial valuations as at December 31, 2020. Contributions may vary depending on future benefit design and asset performance.
4Included within long-term contracts, in the table above, are contracts that we have signed for the purchase of services, pipe and other materials totaling $2.1 billion which are expected to be paid over the next five years. Also consists of the following purchase obligations: gas transportation and storage contracts, firm capacity payments and gas purchase commitments, transportation, service and product purchase obligations, and power commitments.

We are unable to estimate deferred income taxes (Item 8. Financial Statements and Supplementary Data - Note 25. Income Taxes) since cash payments for income taxes are determined primarily by taxable income for each discrete fiscal year. We are also unable to estimate asset retirement obligations (ARO) (Item 8. Financial Statements and Supplementary Data - Note 19. Asset Retirement Obligations), environmental liabilities (Item 8. Financial Statements and Supplementary Data - Note 30. Commitments and Contingencies) and hedges payable (Item 8. Financial Statements and Supplementary Data - Note 24. Risk Management and Financial Instruments) due to the uncertainty as to the amount and, or, timing of when cash payments will be required.

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As at December 31, 2017Total
Less than
1 year

1-3 years
3-5 years
After
5 years

(millions of Canadian dollars) 
 
 
 
 
Annual debt maturities1,2
62,927
2,831
12,995
11,344
35,757
Interest obligations2,3
42,083
2,485
4,415
3,794
31,389
Operating leases4
1,151
106
198
184
663
Capital leases35
9
10
4
12
Pension obligations5
162
162



Long-term contracts6
14,718
4,182
4,000
2,448
4,088
Other long-term liabilities7





Total contractual obligations121,076
9,775
21,618
17,774
71,909


Preference Share Issuances
Since July 2011, we have issued 315 million preference shares for gross proceeds of approximately $7.9 billion with the following characteristics.
Gross ProceedsDividend Rate
Dividend1
Per Share
Base
Redemption
Value2
Redemption
and Conversion
Option Date2,3
Right to
Convert
Into3,4
(Canadian dollars, unless otherwise stated)    
Series A$125 million5.50 %$1.37500$25— — 
Series B$457 million3.42 %$0.85360$25June 1, 2022Series C
Series C5
$43 million3-month treasury bill plus 2.40%— $25June 1, 2022Series B
Series D$450 million4.46 %$1.11500$25March 1, 2023Series E
Series F$500 million4.69 %$1.17224$25June 1, 2023Series G
Series H$350 million4.38 %$1.09400$25September 1, 2023Series I
Series JUS$200 million4.89 %US$1.22160US$25June 1, 2022Series K
Series LUS$400 million4.96 %US$1.23972US$25September 1, 2022Series M
Series N$450 million5.09 %$1.27152$25December 1, 2023Series O
Series P$400 million4.38 %$1.09476$25March 1, 2024Series Q
Series R$400 million4.07 %$1.01825$25June 1, 2024Series S
Series 1US$400 million5.95 %US$1.48728US$25June 1, 2023Series 2
Series 3$600 million3.74 %$0.93425$25September 1, 2024Series 4
Series 5US$200 million5.38 %US$1.34383US$25March 1, 2024Series 6
Series 7$250 million4.45 %$1.11224$25March 1, 2024Series 8
Series 9$275 million4.10 %$1.02424$25December 1, 2024Series 10
Series 116
$500 million3.94 %$0.98452$25March 1, 2025Series 12
Series 136
$350 million3.04 %$0.76076$25June 1, 2025Series 14
Series 156
$275 million2.98 %$0.74576$25September 1, 2025Series 16
Series 17$750 million5.15 %$1.28750$25March 1, 2022Series 18
Series 19$500 million4.90 %$1.22500$25March 1, 2023Series 20
1The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board of Directors. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every five years beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every five years, will not be less than 5.15% and 4.90%, respectively. No other series of Preference Shares has this feature.
2Series A Preference Shares may be redeemed any time at our option. For all other series of Preference Shares, we, may at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
3The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a one-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.
4With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/number of days in a year) x three-month Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), 4.1% (Series 18) or 3.2% (Series 20); or US$25 x (number of days in quarter/number of days in a year) x three-month US Government treasury bill rate + 3.1% (Series K), 3.2% (Series M), 3.1% (Series 2) or 2.8% (Series 6).
5The floating quarterly dividend amount for the Series C Preference Shares was increased to $0.25458 from $0.25305 on March 1, 2020, was decreased to $0.16779 from $0.25458 on June 1, 2020, was decreased to $0.15975 from $0.16779 on September 1, 2020 and was decreased to $0.15349 from $0.15975 on December 1, 2020, due to reset on a quarterly basis following the issuance thereof.
6No Series 11, 13 or 15 Preference shares were converted on the March 1, 2020, June 1, 2020 or September 1, 2020 conversion option dates, respectively. However, the quarterly dividend amounts for Series 11, 13 or 15, was decreased to $0.24613 from $0.27500 on March 1, 2020, decreased to $0.19019 from $0.27500 on June 1, 2020, decreased to $0.18644 from $0.27500 on September 1, 2020, respectively, due to reset on every fifth anniversary thereafter.

Common Share Issuances
In the fourth quarter of 2018, we completed the issuance of 297 million common shares with a value of $12.7 billion in connection with the SEP, EEP, EEM and ENF, (collectively, the Sponsored Vehicles) buy-in. For further information refer to Part II. Item 8. Financial Statements and Supplementary Data -Note 20. Noncontrolling Interests.

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Dividends
We have paid common share dividends in every year since we became a publicly traded company in 1953. In December 2020, we announced a 3% increase in our quarterly dividend to $0.835 per common share, or $3.34 annualized, effective with the dividend payable on March 1, 2021.

For the years ended December 31, 2020 and 2019, total dividends paid were $6.6 billion and $6.0 billion, respectively, of which $6.6 billion and $6.0 billion, respectively, were paid in cash and reflected in financing activities.

On December 7, 2020, our Board of Directors declared the following quarterly dividends. All dividends are payable on March 1, 2021 to shareholders of record on February 12, 2021.
Dividend per share
Common Shares1
$0.83500 
Preference Shares, Series A$0.34375 
Preference Shares, Series B$0.21340 
Preference Shares, Series C2
$0.15349 
Preference Shares, Series D$0.27875 
Preference Shares, Series F$0.29306 
Preference Shares, Series H$0.27350 
Preference Shares, Series JUS$0.30540 
Preference Shares, Series LUS$0.30993 
Preference Shares, Series N$0.31788 
Preference Shares, Series P$0.27369 
Preference Shares, Series R$0.25456 
Preference Shares, Series 1US$0.37182 
Preference Shares, Series 3$0.23356 
Preference Shares, Series 5US$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 155
$0.18644 
Preference Shares, Series 17$0.32188 
Preference Shares, Series 19$0.30625 
1    The quarterly dividend per common share was increased 3% to $0.835 from $0.81, effective March 1, 2021.
2    The quarterly dividend per share paid on Series C was increased to $0.25458 from $0.25305 on March 1, 2020, was decreased to $0.16779 from $0.25458 on June 1, 2020, was decreased to $0.15975 from $0.16779 on September 1, 2020 and was decreased to $0.15349 from $0.15975 on December 1, 2020, due to reset on a quarterly basis following the date of issuance of the Series C Preference Shares.
3    The quarterly dividend per share paid on Series 11 was decreased to $0.24613 from $0.275 on March 1, 2020, due to the reset of the annual dividend on March 1, 2020, and every five years thereafter.
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.
5    The quarterly dividend per share paid on Series 15 was decreased to $0.18644 from $0.275 on September 1, 2020, due to the reset of the annual dividend on September 1, 2020, and every five years thereafter.

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SUMMARIZED FINANCIAL INFORMATION

On January 22, 2019, Enbridge entered into supplemental indentures with its wholly-owned subsidiaries, SEP and EEP (the Partnerships), pursuant to which Enbridge fully and unconditionally guaranteed, on a senior unsecured basis, the payment obligations of the Partnerships with respect to the outstanding series of notes issued under the respective indentures of the Partnerships. Concurrently, the Partnerships entered into a subsidiary guarantee agreement pursuant to which they fully and unconditionally guaranteed, on a senior unsecured basis, the outstanding series of senior notes of Enbridge. The Partnerships have also entered into supplemental indentures with Enbridge pursuant to which the Partnerships have issued full and unconditional guarantees, on a senior unsecured basis, of senior notes issued by Enbridge subsequent to January 22, 2019. As a result of the guarantees, holders of any of the outstanding guaranteed notes of the Partnerships (the Guaranteed Partnership Notes) are in the same position with respect to the net assets, income and cash flows of Enbridge as holders of Enbridge's outstanding guaranteed notes (the Guaranteed Enbridge Notes), and vice versa. Other than the Partnerships, Enbridge subsidiaries (including the subsidiaries of the Partnerships, collectively, the Subsidiary Non-Guarantors), are not parties to the subsidiary guarantee agreement and have not otherwise guaranteed any of Enbridge's outstanding series of senior notes.

Consenting SEP notes and EEP notes under Guarantee

SEP Notes1
EEP Notes2
4.600% Senior Notes due 20214.200% Notes due 2021
4.750% Senior Notes due 20245.875% Notes due 2025
3.500% Senior Notes due 20255.950% Notes due 2033
3.375% Senior Notes due 20266.300% Notes due 2034
5.950% Senior Notes due 20437.500% Notes due 2038
4.500% Senior Notes due 20455.500% Notes due 2040
7.375% Notes due 2045
1As at December 31, 2020, the aggregate outstanding principal amount of SEP notes was approximately US$3.5 billion.
2As at December 31, 2020, the aggregate outstanding principal amount of EEP notes was approximately US$3.0 billion.

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Enbridge Notes under Guarantees
USD Denominated1
CAD Denominated2
Floating Rate Note due 20224.260% Senior Notes due 2021
2.900% Senior Notes due 20223.160% Senior Notes due 2021
4.000% Senior Notes due 20234.850% Senior Notes due 2022
3.500% Senior Notes due 20243.190% Senior Notes due 2022
2.500% Senior Notes due 20253.940% Senior Notes due 2023
4.250% Senior Notes due 20263.940% Senior Notes due 2023
3.700% Senior Notes due 20273.950% Senior Notes due 2024
3.125% Senior Notes due 20292.440% Senior Notes due 2025
4.500% Senior Notes due 20443.200% Senior Notes due 2027
5.500% Senior Notes due 20466.100% Senior Notes due 2028
4.000% Senior Notes due 20492.990% 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
4.570% Senior Notes due 2044
4.870% Senior Notes due 2044
4.560% Senior Notes due 2064
1Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discount, debt issue costs and capital lease obligations. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
2Excludes the debt issuance of US$800 million senior notes that occurred subsequent to December 31, 2017.
1As at December 31, 2020, the aggregate outstanding principal amount of the Enbridge US dollar denominated notes was approximately US$7.5 billion.
2As at December 31, 2020, the aggregate outstanding principal amount of the Enbridge Canadian dollar denominated notes was approximately $8.3 billion.

Rule 3-10 of the US Securities and Exchange Commission's (SEC) Regulation S-X provides an exemption from the reporting requirements of the Exchange Act for fully consolidated subsidiary issuers of guaranteed securities and subsidiary guarantors and allows for summarized financial information in lieu of filing separate financial statements for each of the Partnerships.

The following Summarized Combined Statement of Earnings and the Summarized Combined Statements of Financial Position combines the balances of EEP, SEP and Enbridge.

Summarized Combined Statement of Earnings
3Includes debentures and term notes bearing interest at fixed, floating and fixed-to-floating rates.Year ended December 31, 2020
(millions of Canadian dollars)
4Operating lossIncludes land leases.
(144)
5EarningsAssumes only required payments will be made into the pension plans in 2018. Contributions are made in accordance with independent actuarial valuations as at December 31, 2017. Contributions, including discretionary payments, may vary pending future benefit design and asset performance.
2,073
6Earnings attributable to common shareholdersIncluded within long-term contracts, in the table, above are contracts that we have signed for the purchase of services, pipe and other materials totaling $2,609 million which are expected to be paid over the next five years. Also consists of the following purchase obligations: gas transportation and storage contracts (EGD), firm capacity payments and gas purchase commitments (Spectra Energy), transportation, service and product purchase obligations (MEP), and power commitments (EEP).
1,696
7We are unable to estimate deferred income taxes (Item 8. Financial Statements and supplementary data - Note 24. Income Taxes) since cash payments for income taxes are determined primarily by taxable income for each discrete fiscal year. We are also unable to estimate asset retirement obligations (Item 8. Financial Statements and supplementary data - Note 18. Asset Retirement Obligations), environmental liabilities (Item 8. Financial Statements and supplementary data - Note 28. Commitments and Contingencies) and hedges payable (Item 8. Financial Statements and supplementary data - Note 23. Risk Management and Financial Instruments) due to the uncertainty as to the amount and, or, timing of when cash payments will be required.


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Summarized Combined Statements of Financial Position
December 31, 2020December 31, 2019
(millions of Canadian dollars)
Accounts receivable from affiliates2,108 741
Short-term loans receivable from affiliates4,926 5,652
Other current assets375 487
Long-term loans receivable from affiliates43,217 49,745
Other long-term assets4,237 4,615
Accounts payable to affiliates1,267 1,171
Short-term loans payable to affiliates4,117 4,416
Other current liabilities5,628 5,854
Long-term loans payable to affiliates32,035 36,798
Other long-term liabilities41,353 37,094

The Guaranteed Enbridge Notes and the Guaranteed Partnership Notes are structurally subordinated to the indebtedness of the Subsidiary Non-Guarantors in respect of the assets of those Subsidiary Non-Guarantors.

Under US bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee:

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.

The guarantees of the Guaranteed Enbridge Notes contain provisions to limit the maximum amount of liability that the Partnerships could incur without causing the incurrence of obligations under the guarantee to be a fraudulent conveyance or fraudulent transfer under US federal or state law.

Each of the Partnerships is entitled to a right of contribution from the other Partnership for 50% of all payments, damages and expenses incurred by that Partnership in discharging its obligations under the guarantees for the Guaranteed Enbridge Notes.

Under the terms of the guarantee agreement and applicable supplemental indentures, the guarantees of either of the Partnerships of any Guaranteed Enbridge Notes will be unconditionally released and discharged automatically upon the occurrence of any of the following events:

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;
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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.

The guarantee obligations of Enbridge of the Guaranteed Partnership Notes will terminate with respect to any series of Guaranteed Partnership Notes if that series is discharged or defeased.

The Partnerships also guarantee the obligations of Enbridge under its existing credit facilities.

LEGAL AND OTHER UPDATES


LIQUIDS PIPELINES
Renewal of Line 5 Easement
On January 4, 2017, the Tribal Council of the Bad River Band of Lake Superior Tribe of Chippewa Indians (the Band) issued a press release indicating that the Band had passed a resolution not to renew its interest in certain Line 5 easements through the Bad River Reservation. Line 5 is included within our mainline system. The Band’s resolution calls for decommissioning and removal of the pipeline from all Bad River tribal lands and watershed and could impact our ability to operate the pipeline on the Reservation. Since the Band passed the resolution, the parties have agreed to ongoing discussions with the objective of understanding and resolving the Band’s concerns on a long-term basis.

Eddystone Rail Legal Matter
In February 2017, Eddystone Rail filed an action against several defendants in the United States District Court for the Eastern District of Pennsylvania. Eddystone Rail alleges that the defendants transferred valuable assets from Eddystone Rail’s counterparty in a maritime contract, so as to avoid outstanding obligations to Eddystone Rail. Eddystone Rail is seeking payment of compensatory and punitive damages in excess of US$140 million. Eddystone Rail’s chances of success in connection with the above noted action cannot be predicted and it is possible that Eddystone Rail may not recover any of the amounts sought. On July 19, 2017, the defendants’ motions to dismiss Eddystone Rail’s claims were denied. Defendants have filed Answers and Counterclaims, which together with subsequent amendments, seek damages from Eddystone Rail in excess of US$32 million. Eddystone filed a motion to dismiss the counterclaims and defendants amended their Answer and Counterclaims on September 21, 2017. On

October 12, 2017 Eddystone Rail moved to dismiss the latest version of defendants’ counterclaims. The defendants’ chances of success on their counterclaims cannot be predicted at this time.

Dakota Access Pipeline
As noted previously under United States Sponsored Vehicle Strategy - Finalization of Bakken Pipeline System Joint Funding Agreement, our investment in the Bakken Pipeline System is inclusive of the Dakota Access Pipeline. In February 2017, the Standing Rock Sioux Tribe and the Cheyenne River Sioux Tribe (the Tribes) filed motions with the United States DistrictUS Court for the District of Columbia (the District Court) contesting the validitylawfulness of the process used by the United States Army Corps easement for DAPL, including the adequacy of Engineers (Army Corps) to permit the Dakota Access Pipeline.Army Corps’ environmental review and tribal consultation process. The plaintiffs requested the Court order the operator to shut down the pipeline until the appropriate regulatory process is completed.Oglala Sioux and Yankton Sioux Tribes also filed lawsuits alleging similar claims.


On June 14, 2017, the District Court ruled thatfound the Army Corps did not sufficiently weigh the degreeCorps’ environmental review to which the project's effects would be highly controversial,deficient and the Army Corps failed to adequately consider the impact of an oil spill on the hunting and fishing rights of the Tribes and on environmental justice. The Court ordered the Army Corps to reconsider those componentsconduct further study concerning spill risks from DAPL. In August 2018, the Army Corps completed on remand the further environmental review ordered by the District Court and reaffirmed the issuance of itsthe easement for DAPL. All four plaintiff Tribes subsequently amended their complaints to include claims challenging the adequacy of the Army Corps’ August 2018 remand decision.

On March 25, 2020, in response to the Tribes’ arguments, the District Court found the Army Corps’ environmental analysis.review on remand was deficient and ordered the Army Corps to prepare an EIS to address unresolved controversy pertaining to potential spill impacts resulting from DAPL. On October 11, 2017,July 6, 2020, the District Court issued an order vacating the Army Corps’ easement for DAPL and ordering that allows the pipeline be shut down by August 5, 2020. Dakota Access, Pipeline to continue operating whileLLC and the Army Corps completesappealed the additional environmental reviewdecision and filed a motion for a stay pending appeal with the US Court of Appeals for the D.C. Circuit. On August 5, 2020, the US Court of Appeals stayed the District Court’s July 6 order to shut down and empty the pipeline by August 5, but did not stay the District Court’s March 25 order requiring the Army Corps to prepare an EIS or the District Court’s July 6 order vacating the DAPL easement.

On January 26, 2021, the US Court of Appeals affirmed the District Court’s decision, holding that the Army Corps is required to prepare an EIS and that the Army Corps’ easement for DAPL is vacated. The US Court of Appeals also determined that, absent considering the closure of DAPL in the context of an injunction proceeding, the District Court could not order DAPL’s operations to cease. While not an issue before the Court, the US Court of Appeals also recognized that the Army Corps could consider whether to allow DAPL to continue to operate in the absence of an easement.

In the District Court, the plaintiff Tribes have requested that the District Court enjoin DAPL from operating until the Army Corps has completed its EIS and reissued the DAPL easement. Both Dakota Access, LLC and the Army Corps oppose the Tribes’ request for an injunction. All briefing before the District Court on whether DAPL operations should be enjoined is now complete. The parties are scheduled to appear before the District Court again on April 9, 2021.

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Line 5 Dual Pipelines - Easement
In 2019, the Michigan Attorney General filed a complaint in the Michigan Ingham County Circuit Court that requests the Court to declare the easement granted in 1953 that we have for the operation of Line 5 in the Straits of Mackinac (the Straits) to be invalid and to prohibit continued operation of Line 5 in the Straits “as soon as possible after a reasonable notice period to allow orderly adjustments by affected parties”. Cross motions for summary dispositions were argued on May 22, 2020 and supplemental briefing on the issue of federal preemption was completed on July 6, 2020. Ruling on the motions is currently being held in abeyance by the Court's June 14, 2017 orderCourt pending further developments in the Federal Court case.

On November 13, 2020, the Governor of Michigan and the Court orderedDirector of the Dakota Access PipelineMichigan Department of Natural Resources notified us that the State was revoking and terminating the easement granted in 1953 that allows Line 5 to implement certain interim measures pendingoperate across the Army Corps' supplemental analysis.

Lakehead System Lines 6AStraits. The notification letter said that the revocation resulted from “a violation of the public trust doctrine” and “a longstanding, persistent pattern of noncompliance with easement conditions and the standard of due care.” The notice demands that the portion of Line 6B Crude Oil Release
On July 26, 2010,5 that crosses the Straits must be shut down by May 2021. The State also filed a release of crude oillawsuit on Line 6B of EEP’s Lakehead System was reported near Marshall, Michigan. Further, on September 9, 2010, a release of crude oil from Line 6A of EEP’s Lakehead System was reported in an industrial area of Romeoville, Illinois.

As at December 31, 2017, EEP’s cumulative cost estimate for the Line 6B crude oil release remains at US$1.2 billion ($195 million after-tax attributable to us) including those costs that were considered probable and that could be reasonably estimated at December 31, 2017. As at December 31, 2017, EEP's remaining estimated liability is approximately US$62 million.

Insurance Recoveries
EEP is includedNovember 13, 2020, in the comprehensive insurance program that is maintained by usMichigan Ingham County Circuit Court for our subsidiariesdeclaratory and affiliates. As at December 31, 2017, EEP has recorded total insurance recoveries of US$547 million ($80 million after-tax attributableinjunctive relief seeking to us) forvalidate and enforce the Line 6B crude oil release out ofnotice. On November 24, 2020, we filed in the US$650 million applicable limit. Of the remaining US$103 million coverage limit, US$85 million was the subject matter of a lawsuit against one particular insurer. In March 2015, we reached an agreement with that insurer to submit the US$85 million claim to binding arbitration. On May 2, 2017, the arbitration panel issued a decision that was not favorable to us. As a result, EEP will not receive any additional insurance recoveries in connection with the Line 6B crude oil release.

Legal and Regulatory Proceedings
A number of United States governmental agencies and regulators initiated investigations into the Line 6B crude oil release. As at December 31, 2017, there are no claims pending against us, EEP or their affiliates in United States state courts in connection with the Line 6B crude oil release.

We have accrued a provision for future legal costs and probable losses associated with the Line 6B crude oil release as described above.

Line 6B Fines and Penalties
As at December 31, 2017, EEP’s total estimated costs related to the Line 6B crude oil release include US$69 million in previously paid fines and penalties, which includes fines and penalties paid to the DOJ as discussed below.


Consent Decree
On May 23, 2017, the United StatesUS District Court for the Western District of Michigan Southern Division, approved EEP’s signed settlement agreementa Notice of Removal, which removed the State’s November Complaint to Federal Court and a Complaint for Declaratory and Injunctive Relief that requests the US District Court to enjoin the Governor from taking any action to prevent or impede the operation of Line 5. This included revocation or termination of the 1953 easement for the pipeline’s crossing at the Straits because the Pipeline and Hazardous Materials Safety Administration (PHMSA) is the exclusive federal regulator of pipeline safety and the State’s notice and lawsuit violate federal law. We have made a request to the Federal Court Judge assigned to the case, Judge Neff, to file a motion to dismiss the State’s November Complaint and the State has filed a request to file a motion to remand the State’s case back to State Court and to file a motion to dismiss our Federal Complaint. The Court has scheduled a Pre-Motion Conference for February 17, 2021.

On January 12, 2021, we responded to the Governor’s Notice of Revocation and Termination of Easement. Our response: a) demonstrates compliance with the United States Environmental Protection Agency1953 easement and 2018 Tunnel Agreement; b) rebuts falsehoods in the State’s Notice; c) shows that the State has ignored evidence that demonstrates our compliance with the Easement; and d) contends that the State is in breach of its obligations to us under the Easement and Tunnel Agreement. Our response further states that we intend to operate Line 5 until the replacement pipeline under the Straits within the Great Lakes Tunnel is placed into service, as per our existing Agreement with the State of Michigan and consistent with PMHSA federal regulatory requirements.

We will vigorously defend our ability to operate Line 5 under the 1953 easement in pending Court actions and we expect that our legal positions will prevail.

We continue to advance construction related activities on the Great Lakes tunnel project. On January 29, 2021, the Michigan Department of Environment, Great Lakes and Energy issued permits relating to wetlands and submerged lands, along with National Pollutant Discharge Elimination System permits. We continue to work with the Army Corps and the DOJ regarding the Lines 6AMichigan Public Service Commission on additional permits and 6B crude oil releases (the Consent Decree). regulatory approvals.

Line 5 Dual Pipelines - Temporary Shutdown
On June 15, 2017,18, 2020, during seasonal maintenance work on Line 5, we madediscovered that a total paymentscrew anchor support had shifted from its original position. We immediately shut down the pipeline and notified the State and our federal regulator, PHMSA. The issue with the screw anchor was isolated to the east segment of US$68 million as required byLine 5 and an inspection of the Consent Decree, which reflects US$61 million forwest segment of Line 5 confirmed there were no issues or damage to the civil penalty foranchor structures or pipeline on that segment. Normal operations of the west segment of Line 6B release, US$1 million for5 resumed on June 20, 2020, and an investigation of the east segment of Line 6A release, and US$6 million for past removal costs and interest.5 commenced.


Seaway Pipeline Regulatory Matters
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Seaway Crude Pipeline System (Seaway Pipeline) filed an application for market-based rates in December 2011 and refiled in December 2014. Several parties filed comments in opposition alleging that the application should be denied because Seaway Pipeline has market power in both its receipt and destination markets. On December 1, 2016, the Administrative Law Judge issued its decision which concluded that the Commission should grant the application of Seaway Pipeline for authority to charge market-based rates. The parties filed briefs during the first quarter of 2017 to defend the Administrative Law Judge's decision and to respond to criticisms of that decision. The Commissioners will now review the entire record and issue a decision. There is no timeline for the FERC to act and issue a decision.


GAS TRANSMISSION AND MIDSTREAM
Aux Sable Environmental Protection Agency Matter
On October 14, 2016, an amended claim was filed against Aux Sable by a counterparty to a NGL supply agreement. On January 5, 2017, Aux SableJune 22, 2020, the Michigan Attorney General, on behalf of the State, filed a Statement of Defence with respect to this claim. While the final outcome of this action cannot be predicted with certainty, at this time management believes that the ultimate resolution of this action will not havemotion for a material impact on our consolidated financial position or results of operations.

Sabal Trail FERC Certificate Review
Sierra Club and two other non-governmental organizations filed a Petition for Review of Sabal Trail’s FERC certificate on September 20, 2016Temporary Restraining Order in the D.C.Michigan Ingham County Circuit Court of Appeals. On August 22, 2017,to cease the D.C. Circuit issued an opinion denying one of the petitions, and granting the other petition in part, vacating the certificates, and remanding the case to FERC to supplement the environmental impact statement for the project to estimate the quantity of green-house gases to be released into the environment by the gas-fired generation plants in Florida that will consume the gas transported by Sabal Trail. The court withheld issuance of the mandate requiring vacatur of the certificate until seven days after the disposition of any timely petition for rehearing. On October 6, 2017, Sabal Trail and FERC each filed timely petitions for rehearing. On January 31, 2018, the court denied FERC’s and Sabal Trail’s petitions for rehearing. Absent a stay, the court’s mandate could have issued on February 7, 2018. However, on February 2, 2018, Sabal Trail filed with FERC a request for expedited issuance of its order on remand or, alternatively, temporary emergency certificates to permit continued operation of the pipeline absent a staywest segment of Line 5 and to ensure operation of the court’s mandate. On Februaryeast segment of Line 5 2018, FERC issued its final supplemental environmental impact statement in compliancewas not resumed. Further, the Temporary Restraining Order was to compel "legally required information" to be shared with the D.C. Circuit decision. In addition,State for determination that the operation of Line 5 through the Straits is safe. On June 25, 2020, an Order was issued prohibiting the operation of Line 5 pending a hearing on February 6, 2018, FERC filedthe State’s motion for Preliminary Injunction on June 30, 2020. On July 1, 2020, following the hearing, the Temporary Restraining Order was amended allowing the west segment of Line 5 to restart for the purposes of conducting an in-line inspection, which reconfirmed that the line is safe to operate as there was no damage to the pipeline, and the west segment resumed service. After additional information, including in-line inspection results submitted to PHMSA confirmed the east segment was safe to operate, the Court on September 9, 2020 signed an order agreed to between Enbridge and the State to allow the east segment to resume service. The east segment resumed service on September 10, 2020. On September 24, 2020, the Court signed a motion withstipulated order fully resolving the court requesting a 45-day stay of the mandate,Temporary Restraining Order and stated in its motion that it intends to issue the order on remand within 45 days. Sabal Trail filed a motion with the court requesting a 90-day stay of the mandate. The February 6, 2018 motions automatically stay the issuance of the court’s mandate until the later of seven days after the court denies the motions or the expiration of any stay granted by the court. Both motions are pending.Preliminary Injunction.

TAX MATTERS
We and our subsidiaries maintain tax liabilities related to uncertain tax positions. While fully supportable in our view, these tax positions, if challenged by tax authorities, may not be fully sustained on review.


OTHER LITIGATION
We and our subsidiaries are subject toinvolved in various other legal and regulatory actions and proceedings which arise in the normal course of business, including interventions in regulatory proceedings and challenges

to regulatory approvals and permits by special interest groups.permits. While the final outcome of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on our consolidated financial position or results of operations.


TAX MATTERS
We and our subsidiaries maintain tax liabilities related to uncertain tax positions. While fully supportable in our view, these tax positions, if challenged by tax authorities, may not be fully sustained on review.

CRITICAL ACCOUNTING ESTIMATES


Our consolidated financial statements are prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (US GAAP), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. In making judgments and estimates, management relies on external information and observable conditions, where possible, supplemented by internal analysis as required. We believe our most critical accounting policies and estimates discussed below have an impact across the various segments of our business.
Business Combinations
We apply the provisions of Accounting Standards Codification (ASC) 805 Business Combinations in accounting for our acquisitions. The acquired long-lived assets, and intangible assets and assumed liabilities are recorded at their estimated fair values at the date of acquisition. Goodwill represents the excess of the purchase price over the fair value of net assets. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the date of acquisition, as well as any contingent consideration, our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
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Accounting for business combinations requires significant judgment, estimates and assumptions at the acquisition date. In developing estimates of fair values at the acquisition date, we utilize a variety of factors including market data, historical and future expected cash flows, growth rates and discount rates. The subjective nature of our assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity.
On February 27, 2017, we acquired Spectra Energy for a purchase price of $37.5 billion. In determining the valuation of tangible assets acquired, we applied the cost, market and income approaches. For intangible assets acquired, we used an income approach which included cash flow projections based on historical performance, terms found in contracts and assumptions on expected renewals. Discount rates used in the valuation were also developed using a weighted-average cost of capital based on risks specific to respective assets and returns that an investor would likely require given the expected cash flows, timing and risk.


Goodwill Impairment
We assess ourGoodwill represents the excess of the purchase price over the fair value of net identifiable assets on acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment at least annually, unlessor more frequently if events or changes in circumstances indicatearise that it is more likely than not thatsuggest the faircarrying value of agoodwill may be impaired.

We perform our impairment assessment annually on April 1 at the reporting unit is below its carrying value. For the purposes of impairment testing, reportinglevel. Reporting units are identified as business operations within andetermined by assessing whether the components of our operating segment. segments constitute businesses for which discrete information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar.

We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. Ifassessment. When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the last fair value assessment. Our evaluation includes, but is not limited to, assessment of macroeconomic trends, regulatory environments, capital accessibility, operating income trends, and industry conditions. Based on our assessment of the qualitative factors, if we determine it is more likely than not that the fair value of the reporting unit is less than it’s carrying amount, a quantitative goodwill impairment testassessment is performed, we determineperformed.

The quantitative goodwill impairment assessment involves determining the fair value of our reporting units inclusive of goodwill and comparecomparing those values to the carrying value of each corresponding reporting unit. If the carrying value of a reporting unit, including allocated goodwill, exceeds its fair value, goodwill impairment is measured at the amount by which the reporting unit’s carrying value exceeds its fair value.
We also apply significant judgement when identifying This amount should not exceed the composition of disposal groups and determining which disposal groups meet the definition of a business. If the composition of disposal groups were to change as a result of a change in our marketing plans or a new agreement with a buyer, this could create a difference in thecarrying amount of goodwill. Fair value of our reporting units is estimated using a combination of discounted cash flow models and earnings multiples techniques. The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to discount rates, projected operating income, terminal value growth rates, capital expenditures and working capital levels. The cash flow projections include significant judgments and assumptions relating to discount rates and expected future capital expenditures. The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and earnings multipliers for reporting units.

Our most recent annual assessment of the goodwill allocatedbalance was performed on April 1, 2020. As at April 1, 2020, our reporting units were equivalent to assets held for sale. During 2017, we impaired $102 million of goodwill allocated to assets held for sale.
For the year ended December 31, 2017, we electedour reportable segments. We did not elect to perform a qualitative assessment to test the goodwill acquired from the acquisition of Spectra Energy for impairment. We assessed macroeconomic conditions, industry and market considerations, cost factors and overall financial performance to determine whether it is more likely than not that the fair value of each of our reporting units is less than its carrying amount. Other than as discussed above, ourinstead performed a quantitative goodwill impairment analysis performedassessment for the following reporting units: Liquids Pipelines, Gas Transmission and Midstream, and Gas Distribution and Storage. Our quantitative goodwill impairment assessment as at December 31, 2017,April 1, 2020 did not result in an impairment charge. Also, we did not identify any indicators of goodwill impairment during the remainder of 2020.
Effective in the quarter ended December 31, 2017, we have elected to move the annual review of the goodwill balance from October 1 to April 1 to better align with the preparation and review of our business plan, which is used in the test. The change does not delay, accelerate or avoid an impairment charge.
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Asset Impairment
We evaluate the recoverability of our property, plant and equipment when events or circumstances such as economic obsolescence, business climate, legal or regulatory changes, or other factors indicate we may not recover the carrying amount of our assets. We continually monitor our businesses, the market and business environments to identify indicators that could suggest an asset may not be recoverable. If it is determined that the carrying value of an asset exceeds the undiscounted cash flows expected from the asset, we will assess the fair value of the asset. An impairment loss is recognized when the carrying amount of the asset exceeds its fair value.

With respect to equity method investments, we assess at each balance sheet date whether there is objective evidence that the investment is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we determine whether the decline below carrying value asis other than temporary. If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment.

Asset fair value is determined by quoted market prices in active markets or present value techniques. The determination of the fair value using present value techniques requires the use of projections and assumptions regarding future cash flows and weighted average cost of capital. Any changes to these projections and assumptions could result in revisions to the evaluation of the recoverability of the property, plant and equipmentasset and the recognition of an impairment loss in the Consolidated Statements of Earnings.

Assets held for sale
We classify assets as held for sale when management commits to a formal plan to actively market an asset or a group of assets and when management believes it is probable the sale of the assets will occur within one year. We measure assets classified as held for sale at the lower of their carrying value and their estimated fair value less costs to sell.

We are in the process of selling certain midstream assets within our gas transmission and midstream segment. Given the state of the divestiture plan for these assets, as at December 31, 2017, we classified them as held for sale and measured them at the lower of their carrying value and fair value less costs to sell, which resulted in a loss of $4.4 billion ($2.8 billion after-tax). We determined the fair value of these assets held for sale using present value techniques which required us to make projections and assumptions regarding future cash flows, discount rates, inflation rates and growth rates, which were impacted by prolonged decline in commodity prices and deteriorating business performance. These

projections and assumptions are subject to uncertainty and could be negatively impacted by changes in market conditions, asset performance, legal environment, and other factors.


Regulatory Accounting
Certain of our businesses are subject to regulation by various authorities, including but not limited to, the NEB,CER, the FERC, the Alberta Energy Regulator, the New Brunswick Energy and Utilities Board, La Régie de l’Energiel’energie du Québec and the Ontario Energy Board (OEB).OEB. Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. To recognize the economic effects of the actions of the regulator, the timing of recognition of certain revenues and expenses in these operations may differ from that otherwise expected under U.S.US GAAP for non-rate-regulated entities. Key determinants in the ratemaking process are:
Costs of providing service, including operating costs, capital invested and depreciation expense;
Allowed rate of return, including the equity component of the capital structure and related income taxes;
Interest costs on the debt component of the capital structure; and
Contract and volume throughput assumptions.


The allowed rate of return is determined in accordance with the applicable regulatory model and may impact our profitability. The rates for a number of our projects are based on a cost-of-service recovery model that follows the regulators’ authoritative guidance. Under the cost-of-service tolling methodology, we calculate tolls based on forecast volumes and cost. A difference between forecast and actual results causes an over or under recovery in any given year. Regulatory assets represent amounts that are expected to be recovered from customers in future periods through rates. Regulatory liabilities represent amounts that are expected to be refunded to customers in future periods through rates or expected to be paid to cover future abandonment costs in relation to the NEB’sCER’s Land Matters Consultation Initiative (LMCI). and for future removal and site restoration costs as approved by the OEB.

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To the extent that the regulator’s actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, we would generally not recognize regulatory assets or liabilities and the earnings impact would be recorded in the period the expenses are incurred or revenues are earned. A regulatory asset or liability is recognized in respect of deferred income taxes when it is expected the amounts will be recovered or settled through future regulator-approved rates.

As at December 31, 20172020 and 2016,2019, our regulatory assets totaled $3,477 million$5.6 billion and $1,865 million,$5.1 billion, respectively, and significant regulatory liabilities totaled $2,366 million$3.4 billion and $844 million,$3.1 billion, respectively.

Depreciation
Depreciation of property, plant and equipment, our largest asset with a net book value at December 31, 20172020 and 2016,2019, of $90,711 million$94.6 billion and $64,284 million,$93.7 billion, respectively, is charged in accordance with two primary methods. For distinct assets, depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets commencing when the asset is placed in service. For largely homogeneous groups of assets with comparable useful lives, the pool method of accounting is followed whereby similar assets are grouped and depreciated as a pool. When group assets are retired or otherwise disposed of, gains and losses are not reflected in earnings but are booked as an adjustment to accumulated depreciation.
When it is determined that the estimated service life of an asset no longer reflects the expected remaining period of benefit, prospective changes are made to the estimated service life. Estimates of useful lives are based on third party engineering studies, experience and/or industry practice. There are a number of assumptions inherent in estimating the service lives of our assets including the level of development, exploration, drilling, reserves and production of crude oil and natural gas in the supply areas served by our pipelines as well as the demand for crude oil and natural gas and the integrity of our systems. Changes in these assumptions could result in adjustments to the estimated service lives, which could result in material changes to depreciation expense in future periods in any of our business segments. For

certain rate-regulated operations, depreciation rates are approved by the regulator and the regulator may require periodic studies or technical updates on useful lives which may change depreciation rates.
Pension and Other Postretirement Benefits
We maintain pension plans, which provideuse certain assumptions relating to the calculation of defined benefit and/or defined contribution pension benefits and other postretirement benefits (OPEB) to eligible retirees. Pension costsliabilities and obligations for the definednet periodic benefit pension plans are determined using actuarial methods and are funded through contributions determined using the projected benefit method, which incorporatescosts. These assumptions comprise management’s best estimates of expected return on plan assets, future salary level,levels, other cost escalations, retirement ages of employees and other actuarial factors including discount rates and mortality. We determine discount rates by reference to rates of high-quality long-term corporate bonds with maturities that approximate the timing of future payments we anticipate makinganticipated to be made under each of the respective plans. TheseThe expected return on plan assets is determined using market-related values and assumptions on the asset mix consistent with the investment policy relating to the assets and their projected returns. The assumptions are reviewed annually by our independent actuaries. Actual results that differ from results based on assumptions are amortized over future periods and, therefore, could materially affect the expense recognized and the recorded obligation in future periods. The actual return on plan assets exceeded the expectation by $174 million and $19 million for the years ended December 31, 2017 and 2016, respectively, as disclosed in Part II. Item 8. Financial Statements and Supplementary Data - Note 25 Pension and Other Postretirement Benefits. The difference between the actual and expected return on plan assets is amortized over the remaining service period of the active employees.

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The following sensitivity analysis identifies the impact on the December 31, 20172020 Consolidated Financial Statements of a 0.5% change in key pension and OPEB assumptions.other postretirement benefit obligations (OPEB) assumptions:
 CanadaUnited States
 ObligationExpenseObligationExpense
(millions of Canadian dollars)    
Pension
Decrease in discount rate400 35 71 
Decrease in expected return on assets— 19 — 
Decrease in rate of salary increase(75)(16)(6)(1)
OPEB
Decrease in discount rate27 14 — 
Decrease in expected return on assetsN/AN/A— 
 Canada United States
 Obligation
 Expense
 Obligation
 Expense
(millions of Canadian dollars) 
  
  
  
Pension       
Decrease in discount rate255
 26
 71
 3
Decrease in expected return on assets
 12
 
 5
Decrease in rate of salary increase(56) (13) (9) (2)
OPEB       
Decrease in discount rate

27
 1
 18
 (1)
Decrease in expected return on assets


 
 
 1


Contingent Liabilities
Provisions for claims filed against us are determined on a case-by-case basis. Case estimates are reviewed on a regular basis and are updated as new information is received. The process of evaluating claims involves the use of estimates and a high degree of management judgment. Claims outstanding, the final determination of which could have a material impact on our financial results and certain subsidiaries and investments are detailed in Part II. Item 8. Financial Statements and Supplementary Data - Note 2830. Commitments and Contingencies. In addition, any unasserted claims that later may become evident could have a material impact on our financial results and certain subsidiaries and investments.
Asset Retirement Obligations
Asset retirement obligations (ARO)ARO associated with the retirement of long-lived assets are measured at fair value and recognized as Accounts payable and other or Other long-term liabilities in the period in which they can be reasonably determined. The fair value approximates the cost a third party would charge to perform the tasks necessary to retire such assets and is recognized at the present value of expected future cash flows. Discount rates used to estimate the present value of the expected future cash flows range from 2.5%1.8% to 11.0% and 1.7% to 11.0%9.0% for the years ended December 31, 20172020 and 2016, respectively.2019. ARO is added to the carrying value of the associated asset and depreciated over the asset’s useful life. The corresponding liability is accreted over time through charges to earnings and is reduced by actual costs of decommissioning and reclamation. Our estimates of retirement costs could change as a result of changes in cost estimates and regulatory requirements. Currently, for the majority of our assets, there is

insufficient data or information to reasonably determine the timing of settlement for estimating the fair value of the ARO. In these cases, the ARO cost is considered indeterminate for accounting purposes, as there is no data or information that can be derived from past practice, industry practice or the estimated economic life of the asset.
In 2009, the NEBCER issued a decision related to the LMCI, which required holders of an authorization to operate a pipeline under the NEBCER Act to file a proposed process and mechanism to set aside funds to pay for future abandonment costs in respect of the sites in Canada used for the operation of a pipeline. The NEB’sCER's decision stated that while pipeline companies are ultimately responsible for the full costs of abandoning pipelines, abandonment costs are a legitimate cost of providing service and are recoverable from the users of the pipeline upon approval by the NEB.CER. Following the NEB’sCER's final approval of the collection mechanism and the set-aside mechanism for LMCI, we began collecting and setting aside funds to cover future abandonment costs effective January 1, 2015. The funds collected are held in trust in accordance with the NEBCER decision. The funds collected from shippers are reported within Transportation and other services revenues and Restricted long-term investments. Concurrently, we reflect the future abandonment cost as an increase to Operating and administrative expense and Other long-term liabilities.


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CHANGES IN ACCOUNTING POLICIES


GoodwillRefer to Item 8. Financial Statements and Supplementary Data - Note 3. Changes in Accounting Policies.
We previously performed our annual goodwill impairment test on October 1 of each fiscal year. Beginning with the quarter ended December 31, 2017, we moved the annual goodwill impairment test from October 1 to April 1 to better align with the preparation and review of our business plan, which is used in the test. The change does not delay, accelerate or avoid an impairment charge.
ADOPTION OF NEW STANDARDS
Simplifying the Measurement of Goodwill Impairment
Effective January 1, 2017, we early adopted Accounting Standards Update (ASU) 2017-04 and applied the standard on a prospective basis. Under the new guidance, goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value; this amount should not exceed the carrying amount of goodwill. We applied this standard as at December 31, 2017 in the measurement of the goodwill impairment relating to the gas midstream reporting unit.

Clarifying the Definition of a Business in an Acquisition
Effective January 1, 2017, we early adopted ASU 2017-01 on a prospective basis. The new standard was issued with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (disposals) of assets or businesses. This accounting update was applied to acquisitions and dispositions that occurred in the year.

Accounting for Intra-Entity Asset Transfers
Effective January 1, 2017, we early adopted ASU 2016-16 on a modified retrospective basis. The new standard was issued with the intent of improving the accounting for the income tax consequences of intra-entity asset transfers other than inventory. Under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The adoption of the pronouncement did not have a material impact on our consolidated financial statements.

Improvements to Employee Share-Based Payment Accounting
Effective January 1, 2017, we adopted ASU 2016-09 and applied certain amendments on a modified retrospective basis with the remaining amendments applied on a prospective basis. The new standard was issued with the intent of simplifying and improving several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or

liabilities, and classification on the statement of cash flows. The adoption of the pronouncement did not have a material impact on our consolidated financial statements.

Simplifying the Embedded Derivatives Analysis for Debt Instruments
Effective January 1, 2017, we adopted ASU 2016-06 on a modified retrospective basis. The new guidance simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. The adoption of the pronouncement did not have a material impact on our consolidated financial statements.

FUTURE ACCOUNTING POLICY CHANGES
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
ASU 2018-02 was issued in February 2018 to address a specific consequence of the TCJA. This accounting update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from TCJA. The amendments eliminate the stranded tax effects that were created as a result of the reduction of historical U.S. federal corporate income tax rate to the newly enacted U.S. federal corporate income tax rate. The accounting update is effective January 1, 2019, with early adoption permitted, and is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. We are currently assessing the impact of the new standard on the consolidated financial statements.

Improvements to Accounting for Hedging Activities
ASU 2017-12 was issued in August 2017 with the objective of better aligning a company’s risk management activities and the resulting hedge accounting reflected in the financial statements. The accounting update allows cash flow hedging of contractually specified components in financial and non-financial items. Under the new guidance, hedge ineffectiveness is no longer required to be measured and hedging instruments’ fair value changes will be recorded in the same income statement line as the hedged item. The ASU also allows the initial quantitative hedge effectiveness assessment to be performed at any time before the end of the quarter in which the hedge is designated. After initial quantitative testing is performed, an ongoing qualitative effectiveness assessment is permitted. The accounting update is effective January 1, 2019 and is to be applied on a modified retrospective basis. We are currently assessing the impact of the new standard on our consolidated financial statements.

Clarifying Guidance on the Application of Modification Accounting on Stock Compensation
ASU 2017-09 was issued in May 2017 with the intent to clarify the scope of modification accounting and when it should be applied to a change to the terms or conditions of a share based payment award. Under the new guidance, modification accounting is required for all changes to share based payment awards, unless all of the following are met: 1) there is no change to the fair value of the award, 2) the vesting conditions have not changed, and 3) the classification of the award as an equity instrument or a debt instrument has not changed. The accounting update is effective January 1, 2018 and will be applied on a prospective basis. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Amending the Amortization Period for Certain Callable Debt Securities Purchased at a Premium
ASU 2017-08 was issued in March 2017 with the intent of shortening the amortization period to the earliest call date for certain callable debt securities held at a premium. The accounting update is effective January 1, 2019 and will be applied on a modified retrospective basis. We are currently assessing the impact of the new standard on our consolidated financial statements.

Improving the Presentation of Net Periodic Benefit Cost related to Defined Benefit Plans
ASU 2017-07 was issued in March 2017 primarily to improve the income statement presentation of the components of net periodic pension cost and net periodic postretirement benefit cost for an entity’s sponsored defined benefit pension and OPEB plans. In addition, only the service cost component of net benefit cost is eligible for capitalization. The accounting update is effective January 1, 2018 and will be

applied on a retrospective basis for the statement of earnings presentation component and a prospective basis for the capitalization component. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Clarifying Guidance on Derecognition and Partial Sales of Nonfinancial Assets
ASU 2017-05 was issued in February 2017 with the intent of clarifying the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. The ASU clarifies the scope provisions of nonfinancial assets and how to allocate consideration to each distinct asset, and amends the guidance for derecognition of a distinct nonfinancial asset in partial sale transactions. The accounting update is effective January 1, 2018 and will be applied on a modified retrospective basis. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Clarifying the Presentation of Restricted Cash in the Statement of Cash Flows
ASU 2016-18 was issued in November 2016 with the intent to clarify guidance on the classification and presentation of changes in restricted cash and restricted cash equivalents within the statement of cash flows. The accounting update requires that changes in restricted cash and restricted cash equivalents be included within cash and cash equivalents when reconciling the opening and closing period amounts shown on the statement of cash flows. We currently present the changes in restricted cash and restricted cash equivalents under investing activities in the Consolidated Statement of Cash Flows. The accounting update is effective January 1, 2018 and will be applied on a retrospective basis. We will amend the presentation in the Consolidated Statement of Cash Flows to include restricted cash and restricted cash equivalents with cash and cash equivalents and we will retrospectively reclassify all periods presented.

Simplifying Cash Flow Classification
ASU 2016-15 was issued in August 2016 with the intent of reducing diversity in practice of how certain cash receipts and cash payments are classified in the Consolidated Statement of Cash Flows. The new guidance addresses eight specific presentation issues. The accounting update is effective January 1, 2018 and will be applied on a retrospective basis. We assessed each of the eight specific presentation issues and the adoption of this ASU does not have a material impact on our consolidated financial statements.

Accounting for Credit Losses
ASU 2016-13 was issued in June 2016 with the intent of providing financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Current treatment uses the incurred loss methodology for recognizing credit losses that delays the recognition until it is probable a loss has been incurred. The accounting update adds a new impairment model, known as the current expected credit loss model, which is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the Financial Accounting Standards Board believes will result in more timely recognition of such losses. We are currently assessing the impact of the new standard on our consolidated financial statements. The accounting update is effective January 1, 2020.

Recognition of Leases
ASU 2016-02 was issued in February 2016 with the intent to increase transparency and comparability among organizations. It requires lessees of operating lease arrangements to recognize lease assets and lease liabilities on the statement of financial position and disclose additional key information about lease agreements. The accounting update also replaces the current definition of a lease and requires that an arrangement be recognized as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. We are currently gathering a complete inventory of our lease contracts in order to assess the impact of the new standard on our consolidated financial statements. The accounting update is effective January 1, 2019 and will be applied using a modified retrospective approach.


Recognition and Measurement of Financial Assets and Liabilities
ASU 2016-01 was issued in January 2016 with the intent to address certain aspects of recognition, measurement, presentation and disclosure of financial assets and liabilities. Investments in equity securities, excluding equity method and consolidated investments, are no longer classified as trading or available-for-sale securities. All investments in equity securities with readily determinable fair values are classified as investments at fair value through net income. Investments in equity securities without readily determinable fair values are measured using the fair value measurement alternative and are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the fair value measurement alternative are reviewed for indicators of impairment each reporting period. Fair value of financial instruments for disclosure purposes is measured using exit price. The accounting update is effective January 1, 2018 and applied on a prospective basis. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Revenue from Contracts with Customers
ASU 2014-09 was issued in 2014 with the intent of significantly enhancing consistency and comparability of revenue recognition practices across entities and industries. The new standard establishes a single, principles-based five-step model to be applied to all contracts with customers and introduces new and enhanced disclosure requirements. It also requires the use of more estimates and judgments than the present standards in addition to additional disclosures. The new standard is effective January 1, 2018. The new standard permits either a full retrospective method of adoption with restatement of all prior periods presented, or a modified retrospective method with the cumulative effect of applying the new standard recognized as an adjustment to opening retained earnings in the period of adoption. We have decided to adopt the new standard using the modified retrospective method.
We have reviewed our revenue contracts in order to evaluate the effect of the new standard on our revenue recognition practices. Based on our assessment to-date, the adoption of the new standard will have the following impact to our financial statements:
A change in presentation in the Gas Distribution business related to payments to customers under the earnings sharing mechanism which are currently shown as an expense in the Consolidated Statements of Earnings. Under the new standard, these payments will be reflected as a reduction of revenue.
97
Estimates of variable consideration, required under the new standard for certain Liquids Pipelines, Gas Transmission and Midstream and Green Power and Transmission revenue contracts as well as the allocation of the transaction price for certain Liquids Pipelines revenue contracts, may result in changes to the pattern or timing of revenue recognition for those contracts.

Non-cash consideration received in the form of a percentage of the products derived from processing natural gas in the Gas Transmission and Midstream business was previously accounted for as revenue when the commodity was sold to third parties. Under the new standard, the non-cash consideration will be accounted for as revenue when processing services are performed. The commodity will continue to be accounted for as revenue when it is subsequently sold to third parties. The impact of this change will be an increase in costs and revenues due to the recognition of this non-cash consideration.
Service fee revenue, from processing natural gas for certain contracts in the Gas Transmission and Midstream business whereby Enbridge purchases natural gas at the wellhead, then processes and subsequently sells the gas, was previously presented as revenue. Under the new standard, processing fees charged on natural gas purchased by Enbridge are presented as a reduction of commodity costs upon the transfer of control of the natural gas at the wellhead.
Revenue from certain contracts in the Gas Transmission and Midstream business that provide for Enbridge to process and sell customers’ natural gas and retain a percentage of the resulting processed natural gas and/or NGLs as payment for processing services rendered, commonly referred to as Percentage of Proceeds and Percentage of Liquids contracts, was previously

presented on a gross basis whereby Enbridge recorded one hundred percent of the value of the natural gas and products sold as revenue, with the cost of the natural gas purchased recorded as commodity cost. Under the new standard only Enbridge’s share of the products retained and sold is presented as revenue and no commodity cost is recorded.
Certain payments received from customers to offset the cost of constructing assets required to provide services to those customers, referred to as Contributions in Aid of Construction (CIAC) were previously recorded as reductions of property, plant and equipment regardless of whether the amounts were imposed by regulation or negotiated. Under the new standard, negotiated CIACs are deemed to be advance payments for services and must be recognized as revenue when those future services are provided. Negotiated CIACs will be accounted for as deferred revenue and recognized over the term of the associated revenue contract.

Upon adoption, we will recognize the significant cumulative effect of initially applying the new standard as an increase in the opening balance of retained deficit of approximately $120 million, an increase in property, plant and equipment of $130 million and an increase in deferred revenue of $120 million, subject to final determination, as at January 1, 2018. The adoption of the new standard will also result in changes in classification between Revenue and Commodity costs as discussed above.
We have also developed and tested processes to generate the disclosures which will be required under the new standard commencing in the first quarter of 2018.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Our earnings, cash flows and other comprehensive income (OCI) are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price.


The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them. We use a combination of qualifying and non-qualifying derivative instruments to manage the risks noted below.
 
Foreign Exchange Risk
We generate certain revenues, incur expenses and hold a number of investments and subsidiaries that are denominated in currencies other than Canadian dollars. As a result, our earnings, cash flows and OCI are exposed to fluctuations resulting from foreign exchange rate variability.
 
We employ financial derivative instruments to hedge foreign currency denominated earnings exposure. A combination of qualifying and non-qualifying derivative instruments areis used to hedge anticipated foreign currency denominated revenues and expenses and to manage variability in cash flows. We hedge certain net investments in United StatesUS dollar denominated investments and subsidiaries using foreign currency derivatives and United StatesUS dollar denominated debt.
 
Interest Rate Risk
Our earnings and cash flows are exposed to short-term interest rate variability due to the regular repricing of our variable rate debt, primarily commercial paper. We monitor our debt portfolio mix of fixed and variable rate debt instruments to manage a consolidated portfolio of floating rate debt within the Board of Directors approved policy limit of a maximum of 30% of floating rate debt as a percentage of total debt outstanding. We primarily use qualifying derivative instruments to manage interest rate risk. Pay fixed-receive floating interest rate swaps aremay be used to hedge against the effect of future interest rate movements. We have implemented a program to significantly mitigate the impact of short-term interest rate volatility on interest expense via execution of floating to fixed interest rate swaps with an average swap rate of 2.6%3%.


As a result of the Merger Transaction, weWe are exposed to changes in the fair value of fixed rate debt that arise as a result of the changes in market interest rates. Pay floating-receive fixed interest rate swaps are used, when applicable, to hedge against future changes to the fair value of fixed rate debt. We have assumed a program

within our subsidiaries to mitigatedebt which mitigates the impact of fluctuations in the fair value of fixed rate debt via execution of fixed to floating interest rate swaps. As at December 31, 2020, we do not have any pay floating-receive fixed interest rate swaps with an average swap rate of 2.2%.outstanding.

Our earnings and cash flows are also exposed to variability in longer term interest rates ahead of anticipated fixed rate term debt issuances. Forward starting interest rate swaps are used to hedge against the effect of future interest rate movements. We have assumedestablished a program within some of our subsidiaries to mitigate our exposure to long-term interest rate variability on select forecast term debt issuances via execution of floating to fixed interest rate swaps with an average swap rate of 3.1%2.3%.
 
We also monitor our debt portfolio mix of fixed and variable rate debt instruments to maintain a consolidated portfolio of debt within the Board of Directors approved policy limit of a maximum of 25% floating rate debt as a percentage of total debt outstanding. Effective January 1, 2018, the Board of Directors approved a policy limit increase of a maximum of 30% floating rate debt as a percentage of total debt outstanding. We primarily use qualifying derivative instruments to manage interest rate risk.
Commodity Price Risk
Our earnings and cash flows are exposed to changes in commodity prices as a result of our ownership interests in certain assets and investments, as well as through the activities of our energy services subsidiaries. These commodities include natural gas, crude oil, power and NGL. We employ financial and physical derivative instruments to fix a portion of the variable price exposures that arise from physical transactions involving these commodities. We use primarily non-qualifying derivative instruments to manage commodity price risk.
 
Emission Allowance Price Risk
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Emission allowance price risk is the risk of gain or loss due to changes in the market price of emission allowances that our gas distribution business is required to purchase for itself and most of its customers to meet GHG compliance obligations under the Ontario Cap and Trade framework. Similar to the gas supply procurement framework, the OEB's framework for emission allowance procurement allows recovery of fluctuations in emission allowance prices in customer rates, subject to OEB approval.
Equity Price Risk
Equity price risk is the risk of earnings fluctuations due to changes in our share price. We have exposure to our own common share price through the issuance of various forms of stock-based compensation, which affect earnings through revaluation of the outstanding units every period. We use equity derivatives to manage the earnings volatility derived from 1one form of stock-based compensation, restricted share units. We use a combination of qualifying and non-qualifying derivative instruments to manage equity price risk.


COVID-19 PANDEMIC RISK
The spread of the COVID-19 pandemic has caused significant volatility in Canada, the US and international markets. While we have taken proactive measures to deliver energy safely and reliably during this pandemic, given the ongoing dynamic nature of the circumstances surrounding COVID-19, the impact of this pandemic on our business remains uncertain.

Market Risk Management
We have a Risk Policy to minimize the likelihood that adverse earningscash flow impacts arising from movements in market prices will exceed a defined risk tolerance. We identify and measure all material market risks including commodity price risks, interest rate risks, foreign exchange risk emission allowance price risk and equity price risk using a standardized measurement methodology. Our market risk metric consolidates the exposure after accounting for the impact of offsetting risks and limits the consolidated earningscash flow volatility arising from market related risks to an acceptable approved risk tolerance threshold. Our market risk metric is Cash Flow at Risk (CFaR).


We use Earnings-at-Risk (EaR),CFaR is a statistically derived measurement used to quantify lossesmeasure the maximum cash flow loss that could potentially result from adverse market price movements over a one month holding period for price sensitive non-derivative exposures and for derivative instruments we hold or issue as recorded on the balance sheetConsolidated Statements of Financial Position as at December 31, 2017. EaR2020. CFaR assumes that no further mitigating actions are taken to hedge or otherwise minimize exposures. Theexposures and the selection of a one month holding period reflects the mix of price risk sensitive assets at Enbridge. EaR calculates the annual earnings impact of market price movements over a one month period assuming no action is taken to hedge or otherwise mitigate exposures. As a practical matter, a large portion of Enbridge’s exposure could be hedged or unwound in a much shorter period if required to mitigate the risks.


The consolidated EaRCFaR policy limit for Enbridge is 5%3.5% of its forward 12 month forecast normalized earnings. EaR incorporates a Monte Carlo simulation, a 97.5 percent confidence level, a risk measurement horizon of one year (forward looking), a holding period of one month, and includes financial derivative instruments, other financial instruments, commodity derivative instruments, other commodity and executory contracts, positions and earnings or cash flows from anticipated transactions. EaR at December 31, 2017 and 2016 is 1.7% and 2.8% or $68 million and $59 million, respectively.

Effective January 1, 2018, the Board of Directors approved to change the market risk metric to Cash-Flows-at-Risk (CFaR) and the consolidated CFaR limit will be 3.5% of forward 12 month normalized cash flow. The policy change will align the market risk metric with other key results metrics in the organization.At December 31, 2020 and 2019 CFaR was $128 million and $113 million or 1.2% and 1.2%, respectively, of estimated 12 month forward normalized cash flow.


LIQUIDITY RISK
Liquidity risk is the risk that we will not be able to meet our financial obligations, including commitments and guarantees, as they become due. In order to mitigate this risk, we forecast cash requirements over a 12 month rolling time period to determine whether sufficient funds will be available and maintain substantial capacity under our committed bank lines of credit to address any contingencies. Our primary sources of liquidity and capital resources are funds generated from operations, the issuance of commercial paper and draws under committed credit facilities and long-term debt, which includes debentures and medium-term notes. We also maintain current shelf prospectuses with securities regulators which enables subject to market conditions, ready access to either the Canadian or United StatesUS public capital markets.markets, subject to market conditions. In addition, we maintain sufficient liquidity through committed credit facilities with a diversified group of banks and institutions which, if necessary, enables us to fund all anticipated requirements for approximately one year without accessing the capital markets. We are in compliance with all the terms and conditions of our committed credit facility agreements and term debt indentures as at December 31, 2017.2020. As a result, all credit facilities are available to us and the banks are obligated to fund and have been funding us under the terms of the facilities.
 
99


CREDIT RISK
Entering into derivative instruments may result in exposure to credit risk from the possibility that a counterparty will default on its contractual obligations. In order to mitigate this risk, we enter into risk management transactions primarily with institutions that possess strong investment grade credit ratings. Credit risk relating to derivative counterparties is mitigated bythrough maintenance and monitoring of credit exposure limits and contractual requirements, netting arrangements, and ongoing monitoring of counterparty credit exposure using external credit rating services and other analytical tools.
 
We generally have a policy of entering into individual International Swaps and Derivatives Association, Inc. agreements, or other similar derivative agreements, with the majority of our financial derivative counterparties. These agreements provide for the net settlement of derivative instruments outstanding with specific counterparties in the event of bankruptcy or other significant credit events and reducesreduce our credit risk exposure on financial derivative asset positions outstanding with the counterparties in these particular circumstances.those circumstances
Credit risk also arises from trade and other long-term receivables, and is mitigated through credit exposure limits and contractual requirements, assessment of credit ratings and netting arrangements. Within EGD and Union Gas, credit risk is mitigated by the utilities' large and diversified customer base and the ability to recover an estimate for doubtful accounts through the ratemaking process. We actively monitor the financial strength of large industrial customers and, in select cases, have obtained additional security to minimize the risk of default on receivables. Generally, we classify and provide for receivables older than 20 days as past due. The maximum exposure to credit risk related to non-derivative financial assets is their carrying value.

FAIR VALUE MEASUREMENTS

The most observable inputs available are used to estimateOur financial assets and liabilities measured at fair value on a recurring basis include derivative instruments. We also disclose the fair value of its derivatives. When possible, we estimate theother financial instruments not measured at fair value. The fair value of financial instruments reflects our derivativesbest estimates of market value based on quotedgenerally accepted valuation techniques or models and is supported by observable market prices from exchanges. If quoted market pricesand rates. When such values are not available, we use estimates from third party brokers. For non-exchange traded derivatives classified in Levels 2 and 3, we use standard valuation techniques to calculate the estimated fair value. These methods include discounted cash flows for forwards and swaps and Black-Scholes-Merton pricing models for options. Dependingflow analysis from applicable yield curves based on the type of derivative and nature of the underlying risk, we use observable market prices (interest rates, foreign exchange rates, commodity prices and share prices, as applicable) and volatility as primary inputs to these valuation techniques. Finally, we consider our own credit default swap spread, as well as the credit default swap spreads associated with our counterparties, in our estimation ofestimate fair value.



100


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
101



Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Enbridge Inc.


Opinions on the consolidated financial statementsFinancial Statements and internal controlInternal Control over financial reportingFinancial Reporting

We have audited the accompanying consolidated statements of financial position of Enbridge Inc. and its subsidiaries (the “Company”)(together, the Company) as of December 31, 20172020 and December 31, 2016,2019, and the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2020, including the related notes (collectively referred to as the “consolidatedconsolidated financial statements”)statements). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20172020 and December 31, 2016,2019, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.


Basis for opinions

Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

102



Definition and limitationsLimitations of internal controlInternal Control over financial reporting

Financial Reporting
A Company’scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A Company’scompany’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Companycompany are being made only in accordance with authorizations of management and directors of the Company;company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’scompany’s assets that could have a material effect on the consolidated financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment
As described in Notes 2 and 16 to the consolidated financial statements, the Company’s goodwill balance was $32,688 million at December 31, 2020. Management performs an annual goodwill impairment assessment at the reporting unit level as of April 1 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Management has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. In making the qualitative assessment, management considers macroeconomic trends, changes to regulatory environments, capital accessibility, operating income trends, and changes to industry conditions. The quantitative goodwill impairment assessment involves determining the fair value of the Company’s reporting units and comparing those values to the carrying value of each reporting unit, including goodwill. Fair value is estimated using a combination of discounted cash flow and earnings multiples techniques. The determination of fair value using the discounted cash flow technique requires the use of estimates and assumptions related to discount rates, projected operating income, terminal value growth rates, expected future capital expenditures and working capital levels. The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and earnings multipliers for reporting units. In the current year, management elected to perform the quantitative goodwill impairment assessment for the following reporting units: Liquids Pipelines, Gas Transmission and Midstream (“Gas Transmission”), and Gas Distribution and Storage (“Gas Distribution”).

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are that there was significant judgment required by management when developing such significant assumptions as discount rates, projected operating income, expected future capital expenditures and earnings multipliers used to estimate the fair value of the Liquids Pipelines, Gas Transmission, and Gas Distribution reporting units. This led to a high degree of auditor judgment, effort and subjectivity in performing procedures to evaluate the significant assumptions used by management in their quantitative assessment of these reporting units. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the fair value estimates of the Liquids Pipelines, Gas Transmission, and Gas Distribution reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates of the Liquids Pipelines, Gas Transmission, and Gas Distribution reporting units; evaluating the appropriateness of the discounted cash flow and the earnings multiples models; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management in determining the fair values of these reporting units including discount rates, projected operating income, expected future capital expenditures and earnings multipliers. When assessing the reasonableness of projected operating income and its trends, and expected future capital expenditures, we evaluated whether these significant assumptions were reasonable considering the current and past performance of the Company’s reporting units, external industry data, and evidence obtained in other areas of the audit.

We utilized professionals with specialized skill and knowledge to assist in evaluating the appropriateness of management’s discounted cash flow and earnings multiples models and evaluating the reasonableness of assumptions used in the models, specifically discount rates and earnings multipliers.



/s/ PricewaterhouseCoopers LLP


Chartered Professional Accountants

Calgary, Alberta, Canada
February 16, 201812, 2021


We have served as the Company’sCompany's auditor since 1949.



























104


ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF EARNINGS


Year ended December 31,2017
2016
2015
(millions of Canadian dollars, except per share amounts)   
Operating revenues   
Commodity sales26,286
22,816
23,842
Gas distribution sales4,215
2,486
3,096
Transportation and other services13,877
9,258
6,856
Total operating revenues44,378
34,560
33,794
Operating expenses   
Commodity costs26,065
22,409
22,949
Gas distribution costs2,572
1,596
2,292
Operating and administrative6,442
4,358
4,131
Depreciation and amortization3,163
2,240
2,024
Impairment of long-lived assets (Note 7 and Note 10)
4,463
1,376
96
Impairment of goodwill (Note 7 and Note 15)
102

440
Total operating expenses42,807
31,979
31,932
Operating income1,571
2,581
1,862
Income from equity investments (Note 12)
1,102
428
475
Other income/(expense)   
Net foreign currency gain/(loss)237
91
(884)
Gain on dispositions16
848
94
Other199
93
88
Interest expense (Note 17)
(2,556)(1,590)(1,624)
Earnings before income taxes569
2,451
11
Income tax recovery/(expense) (Note 24)
2,697
(142)(170)
Earnings/(loss)3,266
2,309
(159)
(Earnings)/loss attributable to noncontrolling interests and redeemable noncontrolling interests(407)(240)410
Earnings attributable to controlling interests2,859
2,069
251
Preference share dividends(330)(293)(288)
Earnings/(loss) attributable to common shareholders2,529
1,776
(37)
Earnings/(loss) per common share attributable to common shareholders (Note 5)
1.66
1.95
(0.04)
Diluted earnings/(loss) per common share attributable to common shareholders (Note 5)
1.65
1.93
(0.04)
The accompanying notes are an integral part of these consolidated financial statements.

ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended December 31,2017
2016
2015
(millions of Canadian dollars)   
Earnings/(loss)3,266
2,309
(159)
Other comprehensive income/(loss), net of tax   
Change in unrealized gain/(loss) on cash flow hedges(21)(138)198
Change in unrealized gain/(loss) on net investment hedges490
166
(903)
Other comprehensive income/(loss) from equity investees(27)
30
Reclassification to earnings of (gain)/loss on cash flow hedges313
116
(559)
Reclassification to earnings of pension and other postretirement benefits amounts19
17
21
Actuarial gain/(loss) on pension plans and other postretirement benefits8
(34)51
Foreign currency translation adjustments(3,060)(712)3,347
Other comprehensive income/(loss), net of tax(2,278)(585)2,185
Comprehensive income988
1,724
2,026
Comprehensive (income)/loss attributable to noncontrolling interests and redeemable noncontrolling interests(160)(229)292
Comprehensive income attributable to controlling interests828
1,495
2,318
Preference share dividends(330)(293)(288)
Comprehensive income/(loss) attributable to common shareholders498
1,202
2,030
Year ended December 31,202020192018
(millions of Canadian dollars, except per share amounts)
Operating revenues
Commodity sales19,259 29,309 27,660 
Gas distribution sales3,663 4,205 4,360 
Transportation and other services16,165 16,555 14,358 
Total operating revenues (Note 4)
39,087 50,069 46,378 
Operating expenses
Commodity costs18,890 28,802 26,818 
Gas distribution costs1,779 2,202 2,583 
Operating and administrative6,749 6,991 6,792 
Depreciation and amortization3,712 3,391 3,246 
Impairment of long-lived assets (Note 8 and Note 11)
0 423 1,104 
Impairment of goodwill (Note 8 and Note 16)
0 1,019 
Total operating expenses31,130 41,809 41,562 
Operating income7,957 8,260 4,816 
Income from equity investments (Note 13)
1,136 1,503 1,509 
Impairment of equity investments (Note 13)
(2,351)
Other income/(expense)
Net foreign currency gain/(loss)181 477 (522)
Loss on dispositions(17)(300)(46)
Other74 258 516 
Interest expense (Note 18)
(2,790)(2,663)(2,703)
Earnings before income taxes4,190 7,535 3,570 
Income tax expense (Note 25)
(774)(1,708)(237)
Earnings3,416 5,827 3,333 
Earnings attributable to noncontrolling interests and redeemable noncontrolling interests(53)(122)(451)
Earnings attributable to controlling interests3,363 5,705 2,882 
Preference share dividends(380)(383)(367)
Earnings attributable to common shareholders2,983 5,322 2,515 
Earnings per common share attributable to common shareholders (Note 6)
1.48 2.64 1.46 
Diluted earnings per common share attributable to common shareholders (Note 6)
1.48 2.63 1.46 
 
The accompanying notes are an integral part of these consolidated financial statements.

105




ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYCOMPREHENSIVE INCOME

Year ended December 31,2017
2016
2015
(millions of Canadian dollars, except per share amounts)

   
Preference shares (Note 20)
 
 
 
Balance at beginning of year7,255
6,515
6,515
Preference shares issued492
740

Balance at end of year7,747
7,255
6,515
Common shares (Note 20)
   
Balance at beginning of year10,492
7,391
6,669
Common shares issued1,500
2,241

Common shares issued in Merger Transaction (Note 7)
37,429


Dividend Reinvestment and Share Purchase Plan1,226
795
646
Shares issued on exercise of stock options90
65
76
Balance at end of year50,737
10,492
7,391
Additional paid-in capital   
Balance at beginning of year3,399
3,301
2,549
Stock-based compensation82
41
35
Fair value of outstanding earned stock-based compensation from Merger Transaction (Note 7)
77


Options exercised(95)(24)(19)
Enbridge Energy Company Inc. common control transaction

76


Drop down of interest to Enbridge Energy Partners, L.P. (Note 19)


218
Dilution gain/(loss) and other (Note 19)
(345)81
518
Balance at end of year3,194
3,399
3,301
Retained earnings/(deficit) 
 
 
Balance at beginning of year(716)142
1,571
Earnings attributable to controlling interests2,859
2,069
251
Preference share dividends(330)(293)(288)
Common share dividends declared(4,702)(1,945)(1,596)
Dividends paid to reciprocal shareholder30
26
22
Reversal of cumulative redemption value adjustment attributable to Enbridge Commercial Trust (Note 19)


541
Redemption value adjustment attributable to redeemable noncontrolling interests (Note 19)
292
(686)(359)
Adjustment for the recognition of unutilized tax deductions for stock based compensation expense41


Adjustment relating to equity method investment
(29)
Other

58


Balance at end of year(2,468)(716)142
Accumulated other comprehensive income/(loss) (Note 22)
   
Balance at beginning of year1,058
1,632
(435)
Other comprehensive income/(loss) attributable to common shareholders, net of tax(2,031)(574)2,067
Balance at end of year(973)1,058
1,632
Reciprocal shareholding   
Balance at beginning of year (Note 12)
(102)(83)(83)
Issuance of treasury stock
(19)
Balance at end of year (Note 12)
(102)(102)(83)
Total Enbridge Inc. shareholders’ equity58,135
21,386
18,898
Noncontrolling interests (Note 19)
 
 
 
Balance at beginning of year577
1,300
2,015
Earnings/(loss) attributable to noncontrolling interests232
(28)(407)
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax   
Change in unrealized gain on cash flow hedges15
4
161
Foreign currency translation adjustments(431)(44)273
Reclassification to earnings of (gain)/loss on cash flow hedges139
40
(319)
 (277)
115
Comprehensive income/(loss) attributable to noncontrolling interests(45)(28)(292)
Noncontrolling interests resulting from Merger Transaction (Note 7)
8,955

��
Enbridge Energy Company, Inc. common control transaction(343)

Distributions(839)(720)(680)
Contributions832
28
615
Deconsolidation of Sabal Trail Transmission, LLC(2,318)

Drop down of interest to Enbridge Energy Partners, L.P.

(304)
Dilution gain/(loss)832

(53)
Disposition of Olympic Pipeline

(24)

Other(30)(3)(1)
Balance at end of year7,597
577
1,300
Total equity65,732
21,963
20,198
Dividends paid per common share2.41
2.12
1.86
Year ended December 31,202020192018
(millions of Canadian dollars)
Earnings3,416 5,827 3,333 
Other comprehensive income/(loss), net of tax
Change in unrealized loss on cash flow hedges(457)(437)(153)
Change in unrealized gain/(loss) on net investment hedges102 281 (458)
Other comprehensive income/(loss) from equity investees(1)40 38 
Excluded components of fair value hedges5 
Reclassification to earnings of loss on cash flow hedges198 127 152 
Reclassification to earnings of pension and other postretirement benefits amounts13 13 12 
Actuarial loss on pension plans and other postretirement benefits(167)(96)(52)
Foreign currency translation adjustments(853)(3,035)4,599 
Other comprehensive income/(loss), net of tax(1,160)(3,107)4,138 
Comprehensive income2,256 2,720 7,471 
Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests(22)(7)(801)
Comprehensive income attributable to controlling interests2,234 2,713 6,670 
Preference share dividends(380)(383)(367)
Comprehensive income attributable to common shareholders1,854 2,330 6,303 
 The accompanying notes are an integral part of these consolidated financial statements.

ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,2017
2016
2015
(millions of Canadian dollars)   
Operating activities 
 
 
Earnings/(loss)3,266
2,309
(159)
Adjustments to reconcile earnings/(loss) to net cash provided by operating activities:   
Depreciation and amortization3,163
2,240
2,024
Deferred income tax expense(2,877)43
7
Changes in unrealized (gain)/loss on derivative instruments, net (Note 23)
(1,242)(509)2,373
Earnings from equity investments(1,102)(656)(483)
Distributions from equity investments1,264
827
727
Impairment4,565
1,620
536
(Gain)/loss on dispositions(120)(848)(94)
Hedge ineffectiveness (Note 23)
(55)61
(20)
Inventory revaluation allowance56
245
410
Unrealized intercompany foreign exchange (gain)/loss28
43
(131)
Other50
198
69
Changes in environmental liabilities, net of recoveries(98)(4)(43)
Changes in operating assets and liabilities (Note 26)
(314)(358)(645)
Net cash provided by operating activities6,584
5,211
4,571
Investing activities 
 
 
Capital expenditures(8,287)(5,128)(7,273)
Joint venture financing(25)(1)
Long-term investments(3,525)(467)(622)
Distributions from equity investments in excess of cumulative earnings125


Restricted long-term investments(54)(46)(49)
Additions to intangible assets(789)(127)(101)
Purchases of held-to-maturity securities(529)

Proceeds from sales and maturities of held-to-maturity securities584


Purchase of available-for-sale securities(136)

Proceeds from sales and maturities of available-for-sale securities99


Acquisitions
(644)(106)
Cash acquired in Merger Transaction (Note 7)
682


Proceeds from dispositions628
1,379
146
Reimbursement of capital expenditures212


Affiliate loans, net(22)(118)59
Changes in restricted cash35
(40)13
Net cash used in investing activities(11,002)(5,192)(7,933)
Financing activities   
Net change in short-term borrowings (Note 2)
721
(248)(487)
Net change in commercial paper and credit facility draws(1,249)(2,297)1,507
Debenture and term note issues, net of issue costs9,483
4,080
3,767
Debenture and term note repayments(5,054)(1,946)(1,023)
Purchase of interest in consolidated subsidiary(227)

Contributions from noncontrolling interests832
28
615
Distributions to noncontrolling interests(919)(720)(680)
Contributions from redeemable noncontrolling interests1,178
591
670
Distributions to redeemable noncontrolling interests(247)(202)(114)
Preference shares issued489
737

Common shares issued1,549
2,260
57
Preference share dividends(330)(293)(288)
Common share dividends(2,750)(1,150)(950)
Net cash provided by financing activities3,476
840
3,074
Effect of translation of foreign denominated cash and cash equivalents(72)(19)143
Net increase/(decrease) in cash and cash equivalents(1,014)840
(145)
Cash and cash equivalents at beginning of year1,494
654
799
Cash and cash equivalents at end of year480
1,494
654
Supplementary cash flow information 
 
 
Cash paid for income taxes172
194
80
Cash paid for interest, net of amount capitalized2,668
1,820
1,835
Property, plant and equipment non-cash accruals889
773
1,222
The accompanying notes are an integral part of these consolidated financial statements.

ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31,2017
2016
(millions of Canadian dollars; number of shares in millions)  
Assets 
 
Current assets 
 
Cash and cash equivalents (Note 2)
480
1,494
Restricted cash107
68
Accounts receivable and other (Note 8)
7,053
4,978
Accounts receivable from affiliates47
14
Inventory (Note 9)
1,528
1,233
 9,215
7,787
Property, plant and equipment, net (Note 10)
90,711
64,284
Long-term investments (Note 12)
16,644
6,836
Restricted long-term investments (Note 13)
267
90
Deferred amounts and other assets 
6,442
3,391
Intangible assets, net (Note 14)
3,267
1,573
Goodwill (Note 15)
34,457
78
Deferred income taxes (Note 24)
1,090
1,170
Total assets162,093
85,209
   
Liabilities and equity 
 
Current liabilities 
 
Short-term borrowings (Note 17)
1,444
351
Accounts payable and other (Note 16)
9,478
7,295
Accounts payable to affiliates157
122
Interest payable634
333
Environmental liabilities40
142
Current portion of long-term debt (Note 17)
2,871
4,100
 14,624
12,343
Long-term debt (Note 17)
60,865
36,494
Other long-term liabilities7,510
4,981
Deferred income taxes (Note 24)
9,295
6,036
 92,294
59,854
Commitments and contingencies (Note 28)




Redeemable noncontrolling interests (Note 19)
4,067
3,392
Equity  
Share capital (Note 20)
  
Preference shares7,747
7,255
Common shares (1,695 and 943 outstanding at December 31, 2017 and
  
December 31, 2016, respectively)50,737
10,492
Additional paid-in capital3,194
3,399
Deficit(2,468)(716)
Accumulated other comprehensive income/(loss) (Note 22)
(973)1,058
Reciprocal shareholding(102)(102)
Total Enbridge Inc. shareholders’ equity58,135
21,386
Noncontrolling interests (Note 19)
7,597
577
 65,732
21,963
Total liabilities and equity162,093
85,209
Variable Interest Entities (Note 11)
The accompanying notes are an integral part of these consolidated financial statements.



106



ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended December 31,202020192018
(millions of Canadian dollars, except per share amounts)

Preference shares (Note 21)
   
Balance at beginning of year7,747 7,747 7,747 
Balance at end of year7,747 7,747 7,747 
Common shares (Note 21)
Balance at beginning of year64,746 64,677 50,737 
Shares issued on Sponsored Vehicles buy-in0 12,727 
Dividend Reinvestment and Share Purchase Plan0 1,181 
Shares issued on exercise of stock options22 69 32 
Balance at end of year64,768 64,746 64,677 
Additional paid-in capital
Balance at beginning of year187 3,194 
Stock-based compensation30 34 49 
Sponsored Vehicles buy-in (Note 20)
0 (4,323)
Repurchase of noncontrolling interest0 65 
Options exercised(21)(61)(24)
Dilution gain on Spectra Energy Partners, LP restructuring (Note 20)
0 1,136 
Change in reciprocal interest76 117 47 
Other5 32 (158)
Sale of noncontrolling interest in subsidiaries (Note 20)
0 79 
Balance at end of year277 187 
Deficit   
Balance at beginning of year(6,314)(5,538)(2,468)
Earnings attributable to controlling interests3,363 5,705 2,882 
Preference share dividends(380)(383)(367)
Common share dividends declared(6,612)(6,125)(5,019)
Dividends paid to reciprocal shareholder17 18 33 
Modified retrospective adoption of ASU 2016-13 Financial Instruments - Credit
Losses (Note 3)
(66)— — 
Modified retrospective adoption of ASC 606 Revenue from Contracts with Customers
   (Note 3)
 — (86)
Redemption value adjustment to redeemable noncontrolling interests0 (456)
Other(3)(57)
Balance at end of year(9,995)(6,314)(5,538)
Accumulated other comprehensive income/(loss) (Note 23)
Balance at beginning of year(272)2,672 (973)
Impact of Sponsored Vehicles buy-in0 (142)
Other comprehensive income/(loss) attributable to common shareholders, net of tax(1,129)(2,992)3,787 
Other0 48 
Balance at end of year(1,401)(272)2,672 
Reciprocal shareholding (Note 13)
Balance at beginning of year(51)(88)(102)
Change in reciprocal interest22 37 14 
Balance at end of year(29)(51)(88)
Total Enbridge Inc. shareholders’ equity61,367 66,043 69,470 
Noncontrolling interests (Note 20)
   
Balance at beginning of year3,364 3,965 7,597 
Earnings attributable to noncontrolling interests53 122 334 
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax
Change in unrealized gain/(loss) on cash flow hedges(6)(7)31 
Foreign currency translation adjustments(25)(108)294 
Reclassification to earnings of loss on cash flow hedges0 
 (31)(115)329 
Comprehensive income/(loss) attributable to noncontrolling interests22 663 
Distributions(300)(254)(857)
Contributions23 12 24 
Spectra Energy Partners, LP restructuring (Note 20)
0 (1,486)
Sale of noncontrolling interests in subsidiaries0 1,183 
Change in noncontrolling interests on Sponsored Vehicles buy-in (Note 20)
0 (2,867)
Redemption of noncontrolling interests (Note 20)
(112)(300)(210)
Repurchase of noncontrolling interest0 (65)
Dilution gain and other(1)(1)(82)
Balance at end of year2,996 3,364 3,965 
Total equity64,363 69,407 73,435 
Dividends paid per common share3.24 2.95 2.68 
The accompanying notes are an integral part of these consolidated financial statements.

107


ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,202020192018
(millions of Canadian dollars)
Operating activities   
Earnings3,416 5,827 3,333 
Adjustments to reconcile earnings to net cash provided by operating
activities:
Depreciation and amortization3,712 3,391 3,246 
Deferred income tax expense/(recovery) (Note 25)
447 1,156 (148)
Changes in unrealized (gain)/loss on derivative instruments, net (Note 24)
(756)(1,751)903 
Earnings from equity investments(1,136)(1,503)(1,509)
Distributions from equity investments1,392 1,804 1,539 
Impairment of long-lived assets0 423 1,104 
Impairment of equity investments2,351 
Impairment of goodwill0 1,019 
(Gain)/loss on dispositions(6)254 
Other268 56 92 
Changes in operating assets and liabilities (Note 28)
93 (259)915 
Net cash provided by operating activities9,781 9,398 10,502 
Investing activities   
Capital expenditures(5,405)(5,492)(6,806)
Long-term investments and restricted long-term investments(487)(1,159)(1,312)
Distributions from equity investments in excess of cumulative earnings705 417 1,277 
Additions to intangible assets(215)(200)(540)
Acquisition(24)
Proceeds from dispositions265 2,110 4,452 
Other0 (20)(12)
Affiliate loans, net(16)(314)(76)
Net cash used in investing activities(5,177)(4,658)(3,017)
Financing activities
Net change in short-term borrowings (Note 18)
223 (127)(420)
Net change in commercial paper and credit facility draws1,542 825 (2,256)
Debenture and term note issues, net of issue costs5,230 6,176 3,537 
Debenture and term note repayments(4,463)(4,668)(4,445)
Sale of noncontrolling interest in subsidiary0 1,289 
Contributions from noncontrolling interests23 12 24 
Distributions to noncontrolling interests(300)(254)(857)
Contributions from redeemable noncontrolling interests0 70 
Distributions to redeemable noncontrolling interests0 (325)
Sponsored Vehicle buy-in cash payment0 (64)
Redemption of noncontrolling interests0 (300)(210)
Common shares issued5 18 21 
Preference share dividends(380)(383)(364)
Common share dividends(6,560)(5,973)(3,480)
Other(90)(71)(23)
Net cash used in financing activities(4,770)(4,745)(7,503)
Effect of translation of foreign denominated cash and cash equivalents and restricted cash(20)44 68 
Net increase/(decrease) in cash and cash equivalents and restricted cash(186)39 50 
Cash and cash equivalents and restricted cash at beginning of year676 637 587 
Cash and cash equivalents and restricted cash at end of year490 676 637 
Supplementary cash flow information   
Cash paid for income taxes524 571 277 
Cash paid for interest, net of amount capitalized2,538 2,738 2,508 
Property, plant and equipment non-cash accruals801 730 847 
The accompanying notes are an integral part of these consolidated financial statements.

108


ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31,20202019
(millions of Canadian dollars; number of shares in millions)
Assets  
Current assets  
Cash and cash equivalents452 648 
Restricted cash38 28 
Accounts receivable and other (Note 9)
5,258 6,669 
Accounts receivable from affiliates66 69 
Inventory (Note 10)
1,536 1,299 
 7,350 8,713 
Property, plant and equipment, net (Note 11)
94,571 93,723 
Long-term investments (Note 13)
13,818 16,528 
Restricted long-term investments (Note 14)
553 434 
Deferred amounts and other assets8,446 7,433 
Intangible assets, net (Note 15)
2,080 2,173 
Goodwill (Note 16)
32,688 33,153 
Deferred income taxes (Note 25)
770 1,000 
Total assets160,276 163,157 
Liabilities and equity  
Current liabilities  
Short-term borrowings (Note 18)
1,121 898 
Accounts payable and other (Note 17)
9,228 9,951 
Accounts payable to affiliates22 21 
Interest payable651 624 
Current portion of long-term debt (Note 18)
2,957 4,404 
 13,979 15,898 
Long-term debt (Note 18)
62,819 59,661 
Other long-term liabilities8,783 8,324 
Deferred income taxes (Note 25)
10,332 9,867 
95,913 93,750 
Commitments and contingencies (Note 30)
00
Equity
Share capital (Note 21)
Preference shares7,747 7,747 
Common shares (2,026 and 2,025 outstanding at December 31, 2020 and 2019, respectively)
64,768 64,746 
Additional paid-in capital277 187 
Deficit(9,995)(6,314)
Accumulated other comprehensive loss (Note 23)
(1,401)(272)
Reciprocal shareholding(29)(51)
Total Enbridge Inc. shareholders’ equity61,367 66,043 
Noncontrolling interests (Note 20)
2,996 3,364 
 64,363 69,407 
Total liabilities and equity160,276 163,157 
Variable Interest Entities (VIE) (Note 12)
The accompanying notes are an integral part of these consolidated financial statements.

109


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INDEX
  Page
1.Business Overview
2.Significant Accounting Policies
3.Changes in Accounting Policies
4.Revenue
5.Segmented Information
6.Earnings per Common Share
7.Regulatory Matters
8.Dispositions
9.Accounts Receivable and Other
10.Inventory
11.Property, Plant and Equipment
12.Variable Interest Entities
13.Long-Term Investments
14.Restricted Long-Term Investments
15.Intangible Assets
16.Goodwill
17.Accounts Payable and Other
18.Debt
19.Asset Retirement Obligations
20.Noncontrolling Interests
21.Share Capital
22.Stock Option and Stock Unit Plans
23.Components of Accumulated Other Comprehensive Income/(Loss)
24.Risk Management and Financial Instruments
25.Income Taxes
26.Pension and Other Postretirement Benefits
27.Leases
28.Changes in Operating Assets and Liabilities
29.Related Party Transactions
30.Commitments and Contingencies
31.Guarantees
32.Quarterly Financial Data (Unaudited)

110
  Page
1.
Business Overview
2.
Significant Accounting Policies
3.
Changes in Accounting Policies
4.
Segmented Information
5.
Earnings per Common Share
6.
Regulatory Matters
7.
Acquisitions and Dispositions
8.
Accounts Receivable and Other
9.
Inventory
10.
Property, Plant and Equipment
11.
Variable Interest Entities
12.
Long-Term Investments
13.
Restricted Long-Term Investments
14.
Intangible Assets
15.
Goodwill
16.
Accounts Payable and Other
17.
Debt
18.
Asset Retirement Obligations
19.
Noncontrolling Interests
20.
Share Capital
21.
Stock Option and Stock Unit Plans
22.
Components of Accumulated Other Comprehensive Income/(Loss)
23.
Risk Management and Financial Instruments
24.
Income Taxes
25.
Pension and Other Postretirement Benefits
26.
Changes in Operating Assets and Liabilities
27.
Related Party Transactions
28.
Commitments and Contingencies
29.
Guarantees
30.
Subsequent Events
31.
Quarterly Financial Data





1. BUSINESS OVERVIEW


The terms “we,” “our,” “us” and “Enbridge” as used in this report refer collectively to Enbridge Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Enbridge Inc.Enbridge.
 
Enbridge is a publicly traded energy transportation and distribution company. We conduct our business through five5 business segments: Liquids Pipelines; Gas Transmission and Midstream; Gas Distribution; GreenDistribution and Storage; Renewable Power and Transmission;Generation; and Energy Services. These reporting segments are strategic business units established by senior management to facilitate the achievement of our long-term objectives, to aid in resource allocation decisions and to assess operational performance.
 
LIQUIDS PIPELINES
Liquids Pipelines consists of common carrierpipelines and contract pipelines that transport crude oil, natural gas liquids (NGL) and refined products andrelated terminals in Canada and the United States of America (US) that transport various grades of crude oil and other liquid hydrocarbons, including Canadianthe Mainline Lakehead Pipeline System, (Lakehead System), Regional Oil Sands System, Mid-ContinentGulf Coast and Gulf Coast,Mid-Continent, Southern Lights Pipeline, Express-Platte System, Bakken System, and Feeder Pipelines and Other.


GAS TRANSMISSION AND MIDSTREAM
Gas Transmission and Midstream formerly referred to as Gas Pipelines and Processing, consists of investments in natural gas pipelines and gathering and processing facilities. Investmentsfacilities in natural gas pipelines include our interests inCanada and the US, including US Gas Transmission, Canadian Gas Transmission, and Midstream, Alliance Pipeline, US Midstream and Other. Investments in natural gas processing include our interest in Aux Sable, a natural gas extraction and fractionation business located near the terminus of the Alliance Pipeline; Canadian Gas Transmission and Midstream assets located in northeast British Columbia and northwest Alberta; and DCP Midstream, LLC (DCP Midstream) assets located primarily in Texas and Oklahoma.
 
GAS DISTRIBUTION AND STORAGE
Gas Distribution and Storage consists of our natural gas utility operations, the core of which areis Enbridge Gas Distribution Inc. (EGD) and Union Gas Limited (Union(Enbridge Gas), which serves residential, commercial and industrial customers, primarily located inthroughout Ontario. This business segmentGas Distribution and Storage also includes ournatural gas distribution activities in Quebec and an investment in Noverco Inc. (Noverco) and Other Gas Distribution and Storage..


GREENRENEWABLE POWER AND TRANSMISSIONGENERATION
GreenRenewable Power and TransmissionGeneration consists primarily of our investments in renewable energywind and solar power generating assets, and transmission facilities. Renewable energy assets consist of wind, solar,as well as geothermal, and waste heat recovery, facilities and transmission assets. In North America, assets are primarily located in Canada primarily in the provinces of Alberta, Saskatchewan, Ontario, and Quebec and in the United States primarily instates of Colorado, Texas, Indiana and West Virginia. We also have offshore wind assets in operation and under development located in Europe.the United Kingdom, Germany, and France.
 
ENERGY SERVICES
The Energy Services businesses in Canada and the United StatesUS undertake physical commodity marketing activity and logistical services oversee refinery supply services andto manage our volume commitments on various pipeline systems. Energy Services also provides energy marketing services to North American refiners, producers and other customers.
 
ELIMINATIONS AND OTHER
In addition to the segments noted above, Eliminations and Other includes operating and administrative costs and foreign exchange costs which are not allocated to business segments. Also included insegments and the impact of foreign exchange hedge settlements. Eliminations and Other arealso includes new business development activities generaland corporate investments and elimination of transactions between segments required to present financial performance and financial position on a consolidated basis.investments.



111
ACQUISITION OF SPECTRA ENERGY CORP


On February 27, 2017, Enbridge and Spectra Energy Corp (Spectra Energy) combined in a stock-for-stock merger transaction (the Merger Transaction) for a purchase price of $37.5 billion. Under the terms of the Merger Transaction, Spectra Energy shareholders received 0.984 shares of Enbridge for each share of Spectra Energy common stock that they owned, giving us 100% ownership of Spectra Energy. Please refer to Note 7 - Acquisitions and Dispositions for further discussion of the transaction.

CANADIAN RESTRUCTURING PLAN
Effective September 1, 2015, under an agreement with Enbridge Income Fund (the Fund) and Enbridge Income Fund Holdings Inc. (ENF), Enbridge transferred its Canadian Liquids Pipelines business, held by Enbridge Pipelines Inc. (EPI) and Enbridge Pipelines (Athabasca) Inc. (EPAI), and certain Canadian renewable energy assets to the Fund Group (comprising the Fund, Enbridge Commercial Trust (ECT), Enbridge Income Partners LP (EIPLP) and the subsidiaries of EIPLP) for consideration valued at $30.4 billion plus incentive distribution and performance rights (the Canadian Restructuring Plan). The consideration that we received included $18.7 billion of units in the Fund Group, comprised of $3 billion of Fund units and $15.7 billion of equity units of EIPLP, in which the Fund has an interest. The Fund Group also assumed debt of EPI and EPAI of approximately $11.7 billion.

2. SIGNIFICANT ACCOUNTING POLICIES
 
These consolidated financial statements are prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (U.S.(US GAAP). Amounts are stated in Canadian dollars unless otherwise noted. As a Securities and Exchange Commission (SEC) registrant, we are permitted to use U.S.US GAAP for purposes of meeting both our Canadian and United StatesUS continuous disclosure requirements.
 
BASIS OF PRESENTATION AND USE OF ESTIMATES
The preparation of financial statements in conformity with U.S.US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities in the consolidated financial statements. Significant estimates and assumptions used in the preparation of the consolidated financial statements include, but are not limited to: carrying values of regulatory assets and liabilities(Note 6)7); purchase price allocations (Note 7);allocations; unbilled revenues; expected credit losses; depreciation rates and carrying value of property, plant and equipment(Note 10)11); amortization rates of intangible assets(Note 14)15); measurement of goodwill(Note 15)16); fair value of assetAsset retirement obligations (ARO)(Note 18)19); valuation of stock-based compensation(Note 21)22); fair value of financial instruments(Note 23)24); provisions for income taxes(Note 24)25); assumptions used to measure retirement and other postretirement benefit obligations (OPEB)(Note 25)26); commitments and contingencies(Note 28)30);and estimates of losses related to environmental remediation obligations(Note 28)30). Actual results could differ from these estimates.


Effective September 30, 2017, we combined Cash and cash equivalents and amounts previously presented as Bank indebtedness where the corresponding bank accounts are subject to cash pooling arrangements. As at December 31, 2017, $0.6 billion (December 31, 2016 - $0.6 billion) of Bank indebtedness has been combined within Cash and cash equivalentsCertain comparative figures in our Consolidated Statements of Financial Position. Net cash provided by financing activities inconsolidated financial statements have been reclassified to conform to the Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015 have decreased by $0.3 billion and increased by $0.1 billion, respectively, to reflect this change.current year's presentation.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include our accounts and accounts of our subsidiaries and variable interest entities (VIEs)VIEs for which we are the primary beneficiary. A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s

operations through voting rights or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, we perform an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where we conclude that we are the primary beneficiary of a VIE, we will consolidate the accounts of that VIE. We assess all variable interests in the entity and use our judgment when determining if we are the primary beneficiary. Other qualitative factors that are considered include decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights and level of involvement of other parties. We assess the primary beneficiary determination for a VIE on an ongoing basis, asif there are changes in the facts and circumstances related to a VIE. If an entity is determined to not be a VIE, the voting interest entity model is applied, where an investor holding the majority voting rights consolidates the entity. The consolidated financial statements also include the accounts of any limited partnerships where we represent the general partner and, based on all facts and circumstances, control such limited partnerships, unless the limited partner has substantive participating rights or substantive kick-out rights. For certain investments where we retain an undivided interest in assets and liabilities, we record our proportionate share of assets, liabilities, revenues and expenses. If an entity is determined to not be a VIE, the voting interest entity model will be applied.

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All significant intercompany accounts and transactions are eliminated upon consolidation. Ownership interests in subsidiaries represented by other parties that do not control the entity are presented in the consolidated financial statements as activities and balances attributable to noncontrolling interests and redeemable noncontrolling interests. Investments and entities over which we exercise significant influence are accounted for using the equity method.

As a result of the Canadian Restructuring Plan, ECT, our subsidiary, determines its equity investment earnings from EIPLP using the Hypothetical Liquidation at Book Value (HLBV) method. ECT applies the HLBV method to its equity method investments where cash distributions, including both preference and residual distributions, are not based on the investor’s ownership percentages. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that ECT would receive if EIPLP were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is ECT’s share of the earnings or losses from the equity investment for the period.
While ECT and EIPLP are both consolidated in these financial statements, the use of the HLBV method by ECT impacts the earnings attributable to redeemable noncontrolling interests reported on Enbridge’s Consolidated Statements of Earnings. We continue to recognize Redeemable noncontrolling interests on the Consolidated Statements of Financial Position at the maximum redemption value of the trust units held by third parties, which references the market price of ENF common shares.

REGULATION
Certain parts of our businesses are subject to regulation by various authorities including, but not limited to, the NationalCanada Energy Board (NEB)Regulator (CER), the Federal Energy Regulatory Commission (FERC), the Alberta Energy Regulator, the New Brunswick Energy and Utilities Board (EUB), the Ontario Energy Board (OEB) and La Régie de l’Energiel’energie du Québec.Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. To recognize the economic effects of the actions of the regulator, the timing of recognition of certain revenues and expenses in these operations may differ from that otherwise expected underU.S. US GAAP for non rate-regulated entities.
 
Regulatory assets represent amounts that are expected to be recovered from customers in future periods through rates. Regulatory liabilities represent amounts that are expected to be refunded to customers in future periods through rates or expected to be paid to cover future abandonment costs in relation to the NEB’sCER’s Land Matters Consultation Initiative (LMCI). Long-term regulatory assets are recorded in Deferred amounts and other assets and current regulatory assets are recorded in Accounts receivable and other.

Long-term regulatory liabilities are included in Other long-term liabilities and current regulatory liabilities are recorded in Accounts payable and other. Regulatory assets are assessed for impairment if we identify an event indicative of possible impairment. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator’s actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, we would generally not recognize regulatory assets or liabilities and the earnings impact would be recorded in the period the expenses are incurred or revenues are earned. A regulatory asset or liability is recognized in respect of deferred income taxes when it is expected the amounts will be recovered or settled through future regulator-approved rates. We believe that the recovery of our regulatory assets as at December 31, 2020 is probable over the periods described in Note 7 - Regulatory Matters.
 
Allowance for funds used during construction (AFUDC) is included in the cost of property, plant and equipment and is depreciated over future periods as part of the total cost of the related asset. AFUDC includes both an interest component and, if approved by the regulator, a cost of equity component, which are both capitalized based on rates set out in a regulatory agreement. The corresponding impact on earnings is included in Interest expense for the interest component and Other income for the equity component. In the absence of rate regulation, we would capitalize interest using a capitalization rate based on itsour cost of borrowing, whereas the capitalized equity component, the corresponding earnings during the construction phase and the subsequent depreciation relating to the equity component would not be recognized.

ForUnder the pool method prescribed by certain regulated operationsregulators, it is not possible to which U.S. GAAP guidance for phase-in plans applies, negotiated depreciation rates recoveredidentify the carrying value of the equity component of AFUDC or its effect on depreciation. Similarly, gains and losses on the retirement of certain specific fixed assets in transportation tolls mayany given year cannot be less than the depreciation expense calculated in accordance with U.S. GAAP in early years of long-term contracts but recovered in future periods when tolls exceed depreciation. Depreciation expense on such assets is recorded in accordance with U.S. GAAP and no deferred regulatory asset is recorded(Note 6).identified or quantified.


With the approval of the applicable regulator, EGD, Union Gas andregulators, certain distribution operations capitalize a percentage of specified operating costs. These operations are authorized to charge depreciation and earn a return on the net book value of such capitalized costs in future years. To the extent that the regulator’s actions differ from our expectations, the timing and amount of recovery or settlement of capitalized costs could differ significantly from those recorded. In the absence of rate regulation, a portion of such operating costs maywould be charged to current period earnings.earnings in the year incurred.

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For certain regulated operations to which US GAAP guidance for phase-in plans applies, negotiated depreciation rates recovered in transportation tolls may be less than the depreciation expense calculated in accordance with US GAAP in early years of long-term contracts but recovered in future periods when tolls exceed depreciation. Depreciation expense on such assets is recorded in accordance with US GAAP and 0 deferred regulatory asset is recorded (Note 7).

REVENUE RECOGNITION
For businesses that are not rate-regulated, revenues are recorded when products have been delivered or services have been performed, the amount of revenue can be reliably measured and collectability is reasonably assured. Customer credit worthiness is assessed prior to agreement signing, as well as throughout the contract duration. Certain revenues from liquids and gas pipeline businesses are recognized under the terms of committed delivery contracts rather than the cash tolls received.

Long-term take-or-pay contracts, under which shippers are obligated to pay fixed amounts rateably over the contract period regardless of volumes shipped, may contain make-up rights. Make-up rights are earned by shippers when minimum volume commitments are not utilized during the period but under certain circumstances can be used to offset overages in future periods, subject to expiry periods. We recognize revenues associated with make-up rights at the earlier of when the make-up volume is shipped, the make-up right expires or when it is determined that the likelihood that the shipper will utilize the make-up right is remote.


Certain offshore pipeline transportation contracts require Enbridge to provide transportation services for the life of the underlying producing fields. Under these arrangements, shippers pay Enbridge a fixed monthly toll for a defined period of time which may be shorter than the estimated reserve life of the underlying producing fields, resulting in a contract period which extends past the period of cash collection. Fixed monthly toll revenues are recognized ratably over the committed volume made available to shippers throughout the contract period, regardless of when cash is received. For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, cash received net of revenue recognized for contracts under make-

upmake-up rights and similar deferred revenue arrangements was $196$292 million, $249$169 million, and $61$208 million, respectively.
 
For rate-regulated businesses, revenues are recognized in a manner that is consistent with the underlying agreements as approved by the regulators. Natural gas utilities revenues are recorded on the basis of regular meter readings and estimates of customer usage from the last meter reading to the end of the reporting period. Estimates are based on historical consumption patterns and heating degree days experienced. Heating degree days is a measure of coldness that is indicative of volumetric requirements for natural gas utilized for heating purposes in our distribution franchise area.

Since July 1, 2011, Canadian Mainline (excluding Lines 8 and 9) earnings are governed by the Competitive Toll Settlement (CTS), under which revenues are recorded when services are performed. Effective on that date, we prospectively discontinued the application of rate-regulated accounting for those assets with the exception of flow-through income taxes covered by specific rate orders.


Our Energy Services segment enters into commodity purchase and sale arrangements that are recorded gross because the related contracts are not held for trading purposes and we are acting as the principal in the transactions. For our energy marketing contracts, an estimate of revenues and commodity costs for the month of December is included in the Consolidated Statements of Earnings for each year based on the best available volume and price data for the commodity delivered and received.
 
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DERIVATIVE INSTRUMENTS AND HEDGING
Non-qualifying Derivatives
Non-qualifying derivative instruments are used primarily to economically hedge foreign exchange, interest rate and commodity price earnings exposure. Non-qualifying derivatives are measured at fair value with changes in fair value recognized in earnings in Commodity Sales, Transportation and other services revenues, Commodity costs, Operating and administrative expense, Other income/(expense) and Interest expense.


Derivatives in Qualifying Hedging Relationships
We use derivative financial instruments to manage our exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to our share price. Hedge accounting is optional and requires Enbridge to document the hedging relationship and test the hedging item’s effectiveness in offsetting changes in fair values or cash flows of the underlying hedged item on an ongoing basis. We present the earnings effects of hedging items with the hedged transaction. Derivatives in qualifying hedging relationships are categorized as cash flow hedges, fair value hedges or net investment hedges.


Cash Flow Hedges
We use cash flow hedges to manage our exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to our share price. The effective portion of the change in the fair value of a cash flow hedging instrument is recorded in Other comprehensive income/(loss) (OCI) and is reclassified to earnings when the hedged item impacts earnings. Any hedge ineffectiveness is recorded in current period earnings.


If a derivative instrument designated as a cash flow hedge ceases to be effective or is terminated, hedge accounting is discontinued and the gain or loss at that date is deferred in OCI and recognized in earnings concurrently with the related transaction. If aan anticipated hedged anticipated transaction is no longer probable, the gain or loss is recognized immediately in earnings. Subsequent gains and losses from derivative instruments for which hedge accounting has been discontinued are recognized in earnings in the period in which they occur.


Fair Value Hedges
We may use fair value hedges to hedge the fair value of debt instruments. The change in the fair value of the hedging instrument is recorded in earnings with changes in the fair value of the hedged risk of the asset or liability that is designated as part of the hedging relationship. If a fair value hedge is discontinued or ceases to be effective, the hedged risk of the asset or liability otherwise required to be carried at cost or amortized cost, ceases

to be remeasured at fair value and the cumulative fair value adjustment to the carrying value of the hedged item is recognized in earnings over the remaining life of the hedged item.


Net Investment Hedges
Gains and losses arising from translation of net investment in foreign operations from their functional currencies to Enbridge’s Canadian dollar presentation currency are included in cumulative translation adjustments (CTA)., a component of OCI. We designate foreign currency derivatives and United StatesUS dollar denominated debt as hedges of net investments in United StatesUS dollar denominated foreign operations. As a result, the effective portion of the change in the fair value of the foreign currency derivatives as well as the translation of United StatesUS dollar denominated debt are reflected in OCI and any ineffectiveness is reflected in current period earnings.OCI. Amounts recognized previously in Accumulated other comprehensive income/(loss) (AOCI) are reclassified to earnings when there is a reduction of the hedged net investment resulting from disposal of a foreign operation.


Classification of Derivatives
We recognize the fair market value of derivative instruments on the Consolidated Statements of Financial Position as current and non-current assets or liabilities depending on the timing of the settlements and the resulting cash flows associated with the instruments. Fair value amounts related to cash flows occurring beyond one year are classified as non-current.


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Cash inflows and outflows related to derivative instruments are classified as Operating activities on the Consolidated Statements of Cash Flows.


Balance Sheet Offset
Assets and liabilities arising from derivative instruments may be offset in the Consolidated Statements of Financial Position when we have the legal right and intention to settle them on a net basis.


Transaction Costs
Transaction costs are incremental costs directly related to the acquisition of a financial asset or the issuance of a financial liability. We incur transaction costs primarily from the issuance of debt and account for these costs as a deduction from Long-term debt on the Statements of Financial Position. These costs are amortized using the effective interest rate method over the term of the related debt instrument and are recorded in Interest expense.
 
EQUITY INVESTMENTS
Equity investments over which we exercise significant influence, but do not have controlling financial interests, are accounted for using the equity method. Equity investments are initially measured at cost and are adjusted for our proportionate share of undistributed equity earnings or loss. Equity investments are increased for contributions made to and decreased for distributions received from the investees. To the extent an equity investee undertakes activities necessary to commence its planned principal operations, we capitalize interest costs associated with itsthe investment during such period.


RESTRICTED LONG-TERM INVESTMENTS
Long-term investments that are restricted as to withdrawal or usage, for the purposes of the NEB’sCER’s LMCI, are presented as Restricted long-term investments on the Consolidated Statements of Financial Position.

OTHER INVESTMENTS
Generally, we classify equity investments in entities over which we do not exercise significant influence and that do not trade on an actively quoted markethave readily determinable fair values as other investments carried at cost. Financial assets in this category are initially recorded at fair value with no subsequent re-measurement. Any investments which do trade on an active market are classified as available for sale investments measured at fair value measurement alternative and recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the fair value measurement alternative are reviewed for impairment each reporting period and written down to their fair value if objective evidence of impairment is identified. Equity investments with readily determinable fair values are measured at fair value through OCI.net income. Dividends received from investments carried at costin equity securities are recognized in earnings when the right to receive payment is established.



Investments in debt securities are classified either as available for sale securities measured at fair value through OCI or as held to maturity securities measured at amortized cost.

NONCONTROLLING INTERESTS
Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries, limited partnerships and VIEs.subsidiaries. The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Statements of Financial Position and, in the case of redeemable noncontrolling interests, within the mezzanine section of the Consolidated Statements of Financial Position between long-term liabilities and equity.Position.

The Fund’s noncontrolling interest holders have the option to redeem the Fund trust units for cash, subject to certain limitations. Redeemable noncontrolling interests are recognized at the maximum redemption value of the trust units held by third parties, which references the market price of ENF common shares. On a quarterly basis, changes in estimated redemption values are reflected as a charge or credit to retained earnings.

The use of the HLBV method by ECT impacts the earnings attributable to redeemable noncontrolling interests reported on our Consolidated Statements of Earnings.


INCOME TAXES
Income taxes are accounted for using the liability method. Deferred income tax assets and liabilities are recorded based on temporary differences between the tax bases of assets and liabilities and their carrying values for accounting purposes. Deferred income tax assets and liabilities are measured using the tax rate that is expected to apply when the temporary differences reverse. For our regulated operations, a deferred income tax liability or asset is recognized with a corresponding regulatory asset or liability, respectively, to the extent taxes can be recovered through rates. Any interest and/or penalty incurred related to tax is reflected in Incomeincome taxes.


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FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION
Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which Enbridge or a reporting subsidiary operates, referred to as the functional currency. Transactions denominated in foreign currencies are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the rate of exchange in effect at the balance sheet date. Exchange gains and losses resulting from translation of monetary assets and liabilities are included in the Consolidated Statements of Earnings in the period in which they arise.


Gains and losses arising from translation of foreign operations’ functional currencies to our Canadian dollar presentation currency are included in the CTA component of AOCI and are recognized in earnings upon sale of the foreign operation. Asset and liability accounts are translated at the exchange rates in effect on the balance sheet date, while revenues and expenses are translated using monthly average exchange rates.


CASH AND CASH EQUIVALENTS
Cash and cash equivalents include short-term investments with a term to maturity of three months or less when purchased.


RESTRICTED CASH
Cash and cash equivalents that are restricted as to withdrawal or usage, in accordance with specific commercial arrangements, are presented as Restricted cash on the Consolidated Statements of Financial Position.


LOANS AND RECEIVABLES
Affiliate long-term notes receivable are measured at amortized cost using the effective interest rate method, net of any impairment losses recognized. Accounts receivable and other are measured at cost.



CURRENT EXPECTED CREDIT LOSSES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
AllowanceFor accounts receivable, a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for doubtful accounts is determinedany forward-looking information and management expectations. Other loan receivables and applicable off-balance sheet commitments utilize a discounted cash flow methodology which calculates the current expected credit losses based on collection history. When we have determined that further collection efforts are unlikely to be successful, amounts charged tohistorical default probability rates associated with the allowancecredit rating of the counterparty and the related term of the loan or commitment, adjusted for doubtful accounts are applied against the impaired accounts receivable.forward-looking information and management expectations.


NATURAL GAS IMBALANCES
The Consolidated Statements of Financial Position include in-kind balances as a result of differences in gas volumes received and delivered for customers. Since settlement of certain imbalances is in-kind, changes in the balances do not have an effect on our Consolidated Statements of Earnings or Consolidated Statements of Cash Flows. Most natural gas volumes owed to or by us are valued at natural gas market index prices as at the balance sheet dates.


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INVENTORY
Inventory is comprised of natural gas in storage held in EGD and Unionby Enbridge Gas, and crude oil and natural gas held primarily by energy services businesses in the Energy Services segment. Natural gas in storage in EGD and Unionheld by Enbridge Gas is recorded at the quarterly prices approved by the OEB in the determination of distribution rates. The actual price of gas purchased may differ from the OEB approved price. The difference between the approved price and the actual cost of the gas purchased is deferred as a liability for future refund or as an asset for collection as approved by the OEB. Other commodities inventory is recorded at the lower of cost, as determined on a weighted average basis, or market value. Upon disposition, other commodities inventory is recorded to Commodity costs on the Consolidated Statements of Earnings at the weighted average cost of inventory, including any adjustments recorded to reduce inventory to market value.
 
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at historical cost. Expenditures for construction, expansion, major renewals and betterments are capitalized. Maintenance and repair costs are expensed as incurred. Expenditures for project development are capitalized if they are expected to have future benefit. We capitalize interest incurred during construction for non-rate-regulated assets. For rate-regulated assets, AFUDC is included in the cost of property, plant and equipment and is depreciated over future periods as part of the total cost of the related asset. AFUDC includes both an interest component and, if approved by the regulator, a cost of equity component.
 
TwoNaN primary methods of depreciation are utilized. For distinct assets, depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets commencing when the asset is placed in service. For largely homogeneous groups of assets with comparable useful lives, the pool method of accounting for property, plant and equipment is followed whereby similar assets are grouped and depreciated as a pool. When group assets are retired or otherwise disposed of, gains and losses are generally not reflected in earnings but are booked as an adjustment to accumulated depreciation.
 
LEASES
We recognize an arrangement as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. We recognize right-of-use (ROU) assets and the related lease liabilities on the statements of financial position for operating lease arrangements with a term of 12 months or longer. We do not separate non-lease components from the associated lease components of our lessee contracts and account for both components as a single lease component. We combine lease and non-lease components within a contract for operating lessor leases when certain conditions are met. ROU assets are assessed for impairment using the same approach as is applied for other long-lived assets.

Lease liabilities and ROU assets require the use of judgment and estimates, which are applied in determining the term of a lease, appropriate discount rates, whether an arrangement contains a lease, whether there are any indicators of impairment for ROU assets and whether any ROU assets should be grouped with other long-lived assets for impairment testing.

DEFERRED AMOUNTS AND OTHER ASSETS
Deferred amounts and other assets primarily include:include costs which regulatory authorities have permitted, or are expected to permit, to be recovered through future rates includingincluding: deferred income taxes; contractual receivables under the terms of long-term delivery contracts; and derivative financial instruments.instruments; and actuarial gains and losses arising from defined benefit pension plans.


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INTANGIBLE ASSETS
Intangible assets consist primarily of certain software costs, customer relationships and emission allowances. We capitalize costs incurred during the application development stage of internal use software projects. Customer relationships represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition. Emission allowances, which are recorded at their original cost, are purchased in order to meet greenhouse gas (GHG) compliance obligations. Intangible assets are generally amortized on a straight-line basis over their expected lives,

commencing when the asset is available for use, with the exception of emission allowances, which are not amortized as they will be used to satisfy compliance obligations as they come due.


GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment annually, or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. We perform our annual review of the goodwill balance on April 1.


We perform our annual review for impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, with the exception of the gas transmission and gas midstream reportable segment which is divided at the component level into two reporting units.

We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. assessment. When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the last fair value assessment. Our evaluation includes, but is not limited to, assessment of macroeconomic trends, regulatory environments, capital accessibility, operating income trends, and industry conditions. Based on our assessment of the qualitative factors, if we determine it is more likely than not that the fair value of the reporting unit is less than it's carrying amount, a quantitative goodwill impairment assessment is performed.

The quantitative goodwill impairment testassessment involves determining the fair value of our reporting units and comparing those values to the carrying value of each reporting unit. If the carrying value of a reporting unit, including allocated goodwill, exceeds its fair value, goodwill impairment is measured at the amount by which the reporting unit’s carrying value exceeds its fair value. This amount should not exceed the carrying amount of goodwill. Fair value of our reporting units is estimated using a combination of discounted cash flow and earnings multiples techniques. The determination of fair value using the discounted cash flow technique requires the use of estimates and assumptions related to discount rates, projected operating income, terminal value growth rates, capital expenditures and working capital levels. Cash flow projections include significant judgments and assumptions relating to discount rates and expected future capital expenditures. The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and earnings multipliers for reporting units.


The allocation of goodwill to held for sale and disposed businesses is based on the relative fair value of businesses included in the relevant reporting unit.

On April 1, 2020 we performed a quantitative goodwill impairment assessment for the following reporting units: Liquids Pipelines, Gas Transmission and Midstream, and Gas Distribution and Storage. Our quantitative goodwill impairment assessment did not result in an impairment charge. Also, we did not identify any indicators of goodwill impairment during the remainder of 2020.

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IMPAIRMENT
We review the carrying values of our long-lived assets as events or changes in circumstances warrant. If it is determined that the carrying value of an asset exceeds the undiscounted cash flows expected from the asset, we calculate fair value based on the discounted cash flows and write the assets down to the extent that the carrying value exceeds the fair value.


With respect to investments in debt securities and equity securities,investments, we assess at each balance sheet date whether there is objective evidence that a financial asset is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we value the expected discounted cash flows using observable market inputs andinputs. We determine whether the decline below carrying value is other than temporary.temporary for equity method investments or is due to a credit loss for investments in debt securities. If the decline is determined to be other than temporary for equity method investments or is due to a credit loss for investments in debt securities, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the asset.

With respect to other financial assets, we assess the assets for impairment when there is no longer reasonable assurance of timely collection. If evidence of impairment is noted, we reduce the value of the financial asset to its estimated realizable amount, determined using discounted expected future cash flows.
ASSET RETIREMENT OBLIGATIONS
ARO associated with the retirement of long-lived assets are measured at fair value and recognized as Accounts payable and other or Other long-term liabilities in the period in which they can be reasonably determined. The fair value approximates the cost a third party would charge to perform the tasks necessary to retire such assets and is recognized at the present value of expected future cash flows. AROsARO are added to the carrying value of the associated asset and depreciated over the asset’s useful life. The corresponding liability is accreted over time through charges to earnings and is reduced by actual costs of decommissioning and reclamation. Our estimates of retirement costs could change as a result of changes in cost estimates and regulatory requirements. Currently, for the majority of our assets, there is insufficient data or information to reasonably determine the timing of settlement for estimating the fair value of the ARO.



RETIREMENTPENSION AND OTHER POSTRETIREMENT BENEFITS
We maintain pension plans which providesponsor defined benefit and defined contribution pension plans, and defined benefit OPEB plans, which provide group health care, life insurance benefits and other postretirement benefits.


Defined benefit pension plan costsobligation and net periodic benefit cost are determined using actuarial methods and are funded through contributions determinedestimated using the projected benefitunit credit method, which incorporates management’s best estimates of future salary levels, other cost escalations, retirement ages of employees and other actuarial factors including discount rates and mortality. The OPEB benefit obligation and net periodic benefit cost are estimated using the projected unit credit method, where benefits are attributed to years of service, taking into consideration projection of benefit costs.


We use mortality tables issued by the Society of Actuaries in the United StatesUS (revised in 2016)2020) and the Canadian Institute of Actuaries tables (revised in 2014) to measure ourthe benefit obligations of our United StatesUS pension planplans (the United States Plan)US Plans) and our Canadian pension plans (the Canadian Plans), respectively.

We determine discount rates by reference to rates of high-quality long-term corporate bonds with maturities that approximate the timing of future payments we anticipate making under each of the respective plans. Pension

Funded pension and OPEB plan assets are measured at fair value. The expected return on funded pension and OPEB plan assets is determined using market related values and assumptions on the invested asset mix consistent with the investment policies relating to the plan assets. The market related values reflect estimated return on investments consistent with long-term historical averages for similar assets.

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Actuarial gains and losses arise from the difference between the actual and expected rate of return on plan assets for that period (funded pension and OPEB plans) or from changes in actuarial assumptions used to determine the accrued benefit obligation, including discount rate, changes in headcount and salary inflation experience.

The excess of the fair value of a plan’s assets over the fair value of a plan’s benefit obligation is recognized as Deferred amounts and other assets in our Consolidated Statements of Financial Position. The excess of the fair value of a plan’s benefit obligation over the fair value of a plan’s assets is recognized as Accounts payable and other and Other long-term liabilities in our Consolidated Statements of Financial Position.

Net periodic benefit cost is charged to earningsEarnings and includes:
Costcost of pension plan benefits provided in exchange for employee services rendered during the year;year (current service cost);
Interestinterest cost of pension plan obligations;
Expectedexpected return on plan assets (funded pension plan assets;and OPEB plans);
Amortizationamortization of the prior service costs and amendments on a straight-line basis over the expected average remaining service period of the active employee group covered by the plans; and
Amortizationamortization of cumulative unrecognized net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or the fair value of plan assets, over the expected average remaining service life of the active employee group covered by the plans.
 
ActuarialCumulative unrecognized net actuarial gains and losses ariseand prior service costs arising from the difference between the actual and expected rate of return on plan assets for that period or from changes in actuarial assumptions used to determine the accrued benefit obligation, including discount rate, changes in headcount or salary inflation experience.

Pension plan assets are measured at fair value. The expected return on pension plan assets is determined using market related values and assumptions on the specific invested asset mix within the pension plans. The market related values reflect estimated return on investments consistent with long-term historical averages for similar assets.

For defined contribution plans, contributions made by Enbridge are expensed in the period in which the contribution occurs.

We also provide OPEB other than pensions, including group health care and life insurance benefits for eligible retirees, their spouses and qualified dependents. The cost of such benefits is accrued during the years in which employees render service.

The overfunded or underfunded status of defined benefit pension plans for our non-utility operations and from defined benefit OPEB plans is recognizedare presented as Deferred amounts and other assets, Accounts payable and other or Other long-term liabilities, on thea component of AOCI in our Consolidated Statements of Financial Position. A plan’s funded status is measured as the difference between the fair value of plan assets and the plan’s projected benefit obligation.Changes in Equity. Any unrecognized actuarial gains and losses and prior service costs and credits related to those plans that arise during the period are recognized as a component of OCI, net of tax.

Certain regulated Cumulative unrecognized net actuarial gains and losses and prior service costs arising from defined benefit pension plans for our utility operations, which have been permitted or are expected to be permitted by the Regulators, to be recovered through future rates, are presented as a component of EnbridgeDeferred amounts and other assets in our Consolidated Statements of
Financial Position.

Our utility operations also record regulatory adjustments to reflect the difference between pension expense and OPEBcertain net periodic benefit costs for accounting purposes and the pension expense and OPEBnet periodic benefit costs for ratemaking purposes. Offsetting regulatory assets or liabilities are recorded to the extent pension expense or OPEBnet periodic benefit costs are expected to be collected from or refunded to customers, respectively, in future rates. In the absence of rate regulation, regulatory balancesassets or liabilities would not be recorded and pension and OPEBnet periodic benefit costs would be charged to earningsEarnings and OCI on an accrual basis.


For defined contribution plans, contributions made by us are expensed in the period in which the contribution occurs.
STOCK-BASED COMPENSATION
Incentive Stock Options (ISO) granted are recorded using the fair value method. Under this method, compensation expense is measured at the grant date based on the fair value of the ISO granted as calculated by the Black-Scholes-Merton model and is recognized on a straight-line basis over the shorter of the vesting period or the period to early retirement eligibility, with a corresponding credit to Additional paid-in capital. Balances in Additional paid-in capital are transferred to Share capital when the options are exercised.
 
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Performance Stock Units (PSU) and Restricted Stock Units (RSU) are cash settled awards for which the related liability is remeasured each reporting period. PSUs vest at the completion of a three-year term and RSUs vest at the completion of a 35-month term. During the vesting term, compensation expense is recorded based on the number of units outstanding and the current market price of Enbridge’s shares with an offset to Accounts payable and other or to Other long-term liabilities. The value of the PSUs is also dependent on our performance relative to performance targets set out under the plan.
 
COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. We expense costs incurred for remediation of existing environmental contamination caused by past operations that do not benefit future periods by preventing or eliminating future contamination. We record liabilities for environmental matters when assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of environmental liabilities are based on currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other factors. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual costs or new information and are included in Environmental liabilities and Other long-term liabilities in the Consolidated Statements of Financial Position at their undiscounted amounts. There is always a potential of incurring additional costs in connection with environmental liabilities due to variations in any or all of the categories described above, including modified or revised requirements from regulatory agencies, in addition to fines and penalties, as well as expenditures associated with litigation and settlement of claims. We evaluate recoveries from insurance coverage separately from the liability and, when recovery is probable, we record and report an asset separately from the associated liability in the Consolidated Statements of Financial Position.


Liabilities for other commitments and contingencies are recognized when, after fully analyzing available information, we determine it is either probable that an asset has been impaired, or that a liability has been incurred, and the amount of impairment or loss can be reasonably estimated. When a range of probable loss can be estimated, we recognize the most likely amount, or if no amount is more likely than another, the minimum of the range of probable loss is accrued. We expense legal costs associated with loss contingencies as such costs are incurred.


3.  CHANGES IN ACCOUNTING POLICIES
 
CHANGES IN ACCOUNTING POLICIES
Goodwill
We previously performed our annual goodwill impairment test on October 1 of each fiscal year. Beginning withThere were no changes in accounting policies during the quarteryear ended December 31, 2017, we moved the annual goodwill impairment test from October 1 to April 1 to better align with the preparation and review of our business plan, which is used in the test. The change does not delay, accelerate or avoid an impairment charge.2020.
ADOPTION OF NEW ACCOUNTING STANDARDS
Simplifying the Measurement of Goodwill Impairment Reference Rate Reform
Effective JanuaryJuly 1, 2017,2020, we early adopted Accounting Standards Update (ASU) 2017-04 and applied the standard on a prospective basis. Under the new guidance, goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value; this amount should not exceed

the carrying amount of goodwill. We applied this standard as at December 31, 2017 in the measurement of the goodwill impairment relating to the gas midstream reporting unit (Note 15).

Clarifying the Definition of a Business in an Acquisition
Effective January 1, 2017, we early adopted ASU 2017-012020-04 on a prospective basis. The new standard was issued with the objective of addingin March 2020 to provide temporary optional guidance to assist entities with evaluating whether transactions should be accountedin accounting for as acquisitions (disposals) of assets or businesses. This accounting update was applied to acquisitions and dispositions that occurred in the year.
Accounting for Intra-Entity Asset Transfers
Effective January 1, 2017, we early adopted ASU 2016-16 on a modified retrospective basis.reference rate reform. The new standard was issued with the intent of improving theguidance provides optional expedients and exceptions for applying generally accepted accounting principles when accounting for contract modifications, hedging relationships and other transactions impacted by rate reform, subject to meeting certain criteria. For eligible hedging relationships existing as at October 1, 2020 and prospectively, we have applied the income tax consequences of intra-entity asset transfers other than inventory. Under the new guidance,optional expedients which allow an entity should recognizeto assume that the income tax consequenceshedged forecasted transaction in a cash flow hedge is probable of an intra-entity transfer of an asset, other than inventory, whenoccurring and the transfer occurs.hedged forecasted reference rate matches the hedging instrument for effectiveness assessment. ASU 2020-04 is effective until December 31, 2022. The adoption of the pronouncementthis ASU did not have a material impact on our consolidated financial statements.


Improvements to Employee Share-Based Payment Accounting
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Clarifying Interaction between Collaborative Arrangements and Revenue from Contracts with Customers
Effective January 1, 2017,2020, we adopted ASU 2016-09 and applied certain amendments2018-18 on a modified retrospective basis with the remaining amendments applied on a prospective basis. The new standard was issued in November 2018 to provide clarity on when transactions between entities in a collaborative arrangement should be accounted for under the new revenue standard, Accounting Standards Codification (ASC) 606. In determining whether transactions in collaborative arrangements should be accounted for under the revenue standard, the update specifies that entities shall apply unit of account guidance to identify distinct goods or services and whether such goods and services are separately identifiable from other promises in the contract. ASU 2018-18 also precludes entities from presenting transactions with a collaborative partner which are not in scope of the intent of simplifying and improving several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.new revenue standard together with revenue from contracts with customers. The adoption of the pronouncementthis ASU did not have a material impact on our consolidated financial statements.


Simplifying the Embedded Derivatives Analysis for Debt Instruments Disclosure Effectiveness
Effective January 1, 2017,2020, we adopted ASU 2016-062018-13 on both a modified retrospective basis.and prospective basis depending on the change. The new guidance simplifiesstandard was issued to improve the embedded derivative analysisdisclosure requirements for debt instruments containing contingent call or put options.fair value measurements by eliminating and modifying some disclosures requirements, while also adding new disclosure requirements. The adoption of the pronouncementthis ASU did not have a material impact on our consolidated financial statements.


FUTURE ACCOUNTING POLICY CHANGES Accounting for Credit Losses
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
ASU 2018-02 was issued in February 2018 to address a specific consequence of the Tax Cuts and Jobs Act (TCJA). This accounting update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from TCJA. The amendments eliminate the stranded tax effects that were created as a result of the reduction of historical U.S. federal corporate income tax rate to the newly enacted U.S. federal corporate income tax rate. The accounting update is effectiveEffective January 1, 2019, with early adoption permitted, and is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. We are currently assessing the impact of the new standard on the consolidated financial statements.

Improvements to Accounting for Hedging Activities
2020, we adopted ASU 2017-12 was issued in August 2017 with the objective of better aligning a company’s risk management activities and the resulting hedge accounting reflected in the financial statements. The accounting update allows cash flow hedging of contractually specified components in financial and non-financial items. Under the new guidance, hedge ineffectiveness is no longer required to be measured and hedging instruments’ fair value changes will be recorded in the same income statement line as the hedged item. The ASU also allows the initial quantitative hedge effectiveness assessment to be performed at any time before the end of the quarter in which the hedge is designated. After initial quantitative testing is performed, an ongoing qualitative effectiveness assessment is permitted. The accounting update is effective January 1, 2019 and is to be applied2016-13 on a modified retrospective basis. We are currently assessing the impact of the

The new standard on our consolidated financial statements.

Clarifying Guidance on the Application of Modification Accounting on Stock Compensation
ASU 2017-09 was issued in May 2017 with the intent to clarify the scope of modification accounting and when it should be applied to a change to the terms or conditions of a share based payment award. Under the new guidance, modification accounting is required for all changes to share based payment awards, unless all of the following are met: 1) there is no change to the fair value of the award, 2) the vesting conditions have not changed, and 3) the classification of the award as an equity instrument or a debt instrument has not changed. The accounting update is effective January 1, 2018 and will be applied on a prospective basis. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Amending the Amortization Period for Certain Callable Debt Securities Purchased at a Premium
ASU 2017-08 was issued in March 2017 with the intent of shortening the amortization period to the earliest call date for certain callable debt securities held at a premium. The accounting update is effective January 1, 2019 and will be applied on a modified retrospective basis. We are currently assessing the impact of the new standard on our consolidated financial statements.

Improving the Presentation of Net Periodic Benefit Cost related to Defined Benefit Plans
ASU 2017-07 was issued in March 2017 primarily to improve the income statement presentation of the components of net periodic pension cost and net periodic postretirement benefit cost for an entity’s sponsored defined benefit pension and OPEB plans. In addition, only the service cost component of net benefit cost is eligible for capitalization. The accounting update is effective January 1, 2018 and will be applied on a retrospective basis for the statement of earnings presentation component and a prospective basis for the capitalization component. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Clarifying Guidance on Derecognition and Partial Sales of Nonfinancial Assets
ASU 2017-05 was issued in February 2017 with the intent of clarifying the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. The ASU clarifies the scope provisions of nonfinancial assets and how to allocate consideration to each distinct asset, and amends the guidance for derecognition of a distinct nonfinancial asset in partial sale transactions. The accounting update is effective January 1, 2018 and will be applied on a modified retrospective basis. We do not expect the adoption of this accounting update to have a material impact on our consolidated financial statements.

Clarifying the Presentation of Restricted Cash in the Statement of Cash Flows
ASU 2016-18 was issued in November 2016 with the intent to clarify guidance on the classification and presentation of changes in restricted cash and restricted cash equivalents within the statement of cash flows. The accounting update requires that changes in restricted cash and restricted cash equivalents be included within cash and cash equivalents when reconciling the opening and closing period amounts shown on the statement of cash flows. We currently present the changes in restricted cash and restricted cash equivalents under investing activities in the Consolidated Statement of Cash Flows. The accounting update is effective January 1, 2018 and will be applied on a retrospective basis. We will amend the presentation in the Consolidated Statement of Cash Flows to include restricted cash and restricted cash equivalents with cash and cash equivalents and we will retrospectively reclassify all periods presented.

Simplifying Cash Flow Classification
ASU 2016-15 was issued in August 2016 with the intent of reducing diversity in practice of how certain cash receipts and cash payments are classified in the Consolidated Statement of Cash Flows. The new guidance addresses eight specific presentation issues. The accounting update is effective January 1, 2018 and will be applied on a retrospective basis. We assessed each of the eight specific presentation issues and the adoption of this ASU does not have a material impact on our consolidated financial statements.


Accounting for Credit Losses
ASU 2016-13 was issued in June 2016 with the intent of providing financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. CurrentThe previous accounting treatment usesused the incurred loss methodology for recognizing credit losses that delaysdelayed the recognition until it iswas probable a loss hashad been incurred. The accounting update adds a new impairment model, known as the current expected credit loss model, which is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the Financial Accounting Standards Board believes will resultresults in more timely recognition of such losses.

Further, ASU 2018-19 was issued in November 2018 to clarify that operating lease receivables should be accounted for under the new leases standard, ASC 842, and are not within the scope of ASC 326, Financial Instruments - Credit Losses.

For accounts receivable, a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations. Other loan receivables and off-balance sheet commitments in scope of the new standard utilize a discounted cash flow methodology which calculates the current expected credit losses based on historical default probability rates associated with the credit rating of the counterparty and the related term of the loan or commitment, adjusted for forward-looking information and management expectations.

On January 1, 2020, we recorded $66 million of additional Deficit on our Statements of Financial Position in connection with the adoption of ASU 2016-13. The adoption of this ASU did not have a material impact on the Consolidated Statements of Earnings, Comprehensive Income or Cash Flows during the period.

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FUTURE ACCOUNTING POLICY CHANGES
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
ASU 2020-06 was issued in August 2020 to simplify accounting for certain financial instruments. The ASU eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The ASU also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. The ASU amends the diluted earnings per share guidance, including the requirement to use if-converted method for all convertible instruments and an update for instruments that can be settled in either cash or shares. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted on January 1, 2021. We are currently assessing the impact of the new standard on our consolidated financial statements. The

Clarifying Interaction between Equity Securities, Equity Method Investments and Derivatives
ASU 2020-01 was issued in January 2020 and clarifies that observable transactions should be considered for the purpose of applying the measurement alternative in accordance with ASC 321 immediately before the application or upon discontinuance of the equity method of accounting. Furthermore, the ASU clarifies that forward contracts or purchased options on equity securities are not out of scope of ASC 815 guidance only because, upon the contracts’ exercise, the equity securities could be accounted for under the equity method of accounting updateor fair value option. ASU 2020-01 is effective January 1, 2020.

Recognition of Leases
ASU 2016-02 was issued in February 20162021, with the intent to increase transparencyearly adoption permitted, and comparability among organizations. It requires lessees of operating lease arrangements to recognize lease assets and lease liabilities on the statement of financial position and disclose additional key information about lease agreements.is applied prospectively. The accounting update also replaces the current definition of a lease and requires that an arrangement be recognized as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. We are currently gathering a complete inventory of our lease contracts in order to assess the impact of the new standard on our consolidated financial statements. The accounting update is effective January 1, 2019 and will be applied using a modified retrospective approach.

Recognition and Measurement of Financial Assets and Liabilities
ASU 2016-01 was issued in January 2016 with the intent to address certain aspects of recognition, measurement, presentation and disclosure of financial assets and liabilities. Investments in equity securities, excluding equity method and consolidated investments, are no longer classified as trading or available-for-sale securities. All investments in equity securities with readily determinable fair values are classified as investments at fair value through net income. Investments in equity securities without readily determinable fair values are measured using the fair value measurement alternative and are recorded at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the fair value measurement alternative are reviewed for indicators of impairment each reporting period. Fair value of financial instruments for disclosure purposes is measured using exit price. The accounting update is effective January 1, 2018 and applied on a prospective basis. We do not expect the adoption of this accounting updateASU 2020-01 is not expected to have a material impact on our consolidated financial statements.


Revenue from Contracts with Customers Accounting for Income Taxes
ASU 2014-092019-12 was issued in 2014December 2019 with the intent of significantly enhancing consistencysimplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 as well as provides simplification by clarifying and comparability of revenue recognition practices across entities and industries. The new standard establishes a single, principles-based five-step model to be applied to all contracts with customers and introduces new and enhanced disclosure requirements. It also requires the use of more estimates and judgments than the present standards in addition to additional disclosures. The new standardamending existing guidance. ASU 2019-12 is effective January 1, 2018. The new standard permits either a full retrospective method of adoption with restatement of all prior periods presented, or a modified retrospective method with the cumulative effect of applying the new standard recognized as an adjustment to opening retained earnings in the period of adoption. We have decided2021, and entities are permitted to adopt the new standard usingearly. The adoption of ASU 2019-12 is not expected to have a material impact on our consolidated financial statements.

Disclosure Effectiveness
ASU 2018-14 was issued in August 2018 to improve disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendment modifies the modified retrospective method. current guidance by adding and removing several disclosure requirements while also clarifying the guidance on current disclosure requirements. ASU 2018-14 is effective January 1, 2021, and entities are permitted to adopt the standard early. The adoption of ASU 2018-14 is not expected to have a material impact on our consolidated financial statements.

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4. REVENUE

REVENUE FROM CONTRACTS WITH CUSTOMERS
Major Products and Services
Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
Year ended December 31, 2020
(millions of Canadian dollars)       
Transportation revenue9,161 4,523 674 0 0 0 14,358 
Storage and other revenue94 274 203 0 0 0 571 
Gas gathering and processing revenue0 27 0 0 0 0 27 
Gas distribution revenue0 0 3,663 0 0 0 3,663 
Electricity and transmission revenue0 0 0 198 0 0 198 
Total revenue from contracts with customers9,255 4,824 4,540 198 0 0 18,817 
Commodity sales0 0 0 0 19,259 0 19,259 
Other revenue1,2
584 44 17 389 0 (23)1,011 
Intersegment revenue584 2 12 0 24 (622) 
Total revenue10,423 4,870 4,569 587 19,283 (645)39,087 

Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
Year ended December 31, 2019
(millions of Canadian dollars)       
Transportation revenue9,082 4,477 743 14,302 
Storage and other revenue109 268 201 578 
Gas gathering and processing revenue423 423 
Gas distribution revenue4,210 4,210 
Electricity and transmission revenue180 180 
Commodity sales
Total revenue from contracts with customers9,191 5,172 5,154 180 19,697 
Commodity sales29,305 29,305 
Other revenue1,2
659 30 387 (2)(16)1,067 
Intersegment revenue369 16 71 (461)— 
Total revenue10,219 5,207 5,179 567 29,374 (477)50,069 

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Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
Year ended December 31, 2018
(millions of Canadian dollars)       
Transportation revenue8,488 3,928 875 13,291 
Storage and other revenue101 222 196 519 
Gas gathering and processing revenue815 815 
Gas distribution revenue4,376 4,376 
Electricity and transmission revenue206 206 
Commodity sales1,590 1,590 
Total revenue from contracts with customers8,589 6,555 5,447 206 20,797 
Commodity sales26,070 26,070 
Other revenue1
(894)361 25 (489)
Intersegment revenue384 10 14 154 (562)— 
Total revenue8,079 6,571 5,470 567 26,228 (537)46,378 
1     Includes mark-to-market gains/(losses) from our hedging program for the year ended December 31, 2020 of $265 million gain, (2019 - $346 million gain, 2018 - $1.1 billion loss).
2     Includes revenues from lease contracts. Refer to Note 27 Leases.

We disaggregate revenue into categories which represent our principal performance obligations within each business segment. These revenue categories represent the most significant revenue streams in each segment and consequently are considered to be the most relevant revenue information for management to consider in evaluating performance.

Contract Balances
Contract ReceivablesContract AssetsContract Liabilities
(millions of Canadian dollars)
Balance as at December 31, 20202,042 226 1,815 
Balance as at December 31, 20192,099 216 1,424 

Contract receivables represent the amount of receivables derived from contracts with customers.
Contract assets represent the amount of revenue which has been recognized in advance of payments received for performance obligations we have reviewedfulfilled (or partially fulfilled) and prior to the point in time at which our right to the payment is unconditional. Amounts included in contract assets are transferred to accounts receivable when our right to the consideration becomes unconditional.

Contract liabilities represent payments received for performance obligations which have not been fulfilled. Contract liabilities primarily relate to make-up rights and deferred revenue. Revenue recognized during the year ended December 31, 2020 included in contract liabilities at the beginning of the period is $174 million. Increases in contract liabilities from cash received, net of amounts recognized as revenue during the year ended December 31, 2020 were $591 million.

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Performance Obligations

SegmentNature of Performance Obligation
Liquids Pipelines
Transportation and storage of crude oil and natural gas liquids (NGLs)
Gas Transmission and Midstream
Transportation, storage, gathering, compression and treating of natural gas
Transportation of NGLs
Sale of crude oil, natural gas and NGLs
Gas Distribution and Storage
Supply and delivery of natural gas
Transportation of natural gas
Storage of natural gas
Renewable Power Generation
Generation and transmission of electricity
Delivery of electricity from renewable energy generation facilities

There was no material revenue recognized in the year ended December 31, 2020 from performance obligations satisfied in previous periods.

Payment Terms
Payments are received monthly from customers under long-term transportation, commodity sales, and gas gathering and processing contracts. Payments from Gas Distribution and Storage customers are received on a continuous basis based on established billing cycles.

Certain contracts in orderthe US offshore business provide for us to evaluatereceive a series of fixed monthly payments (FMPs) for a specified period which is less than the period during which the performance obligations are satisfied. As a result, a portion of the FMPs are recorded as contract liabilities. The FMPs are not considered to be a financing arrangement because the payments are scheduled to match the production profiles of offshore oil and gas fields, which generate greater revenue in the initial years of their productive lives.

Revenue to be Recognized from Unfulfilled Performance Obligations
Total revenue from performance obligations expected to be fulfilled in future periods is $59.5 billion, of which $6.8 billion is expected to be recognized during the year ended December 31, 2021.

The revenues excluded from the amounts above based on optional exemptions available under ASC 606, as explained below, represent a significant portion of our overall revenues and revenues from contracts with customers. Certain revenues such as flow-through operating costs charged to shippers are recognized at the amount for which we have the right to invoice our customers and are excluded from the amounts of revenue to be recognized in the future from unfulfilled performance obligations above. Variable consideration is excluded from the amounts above due to the uncertainty of the associated consideration, which is generally resolved when actual volumes and prices are determined. For example, we consider interruptible transportation service revenues to be variable revenues since volumes cannot be estimated. Additionally, the effect of the new standardescalation on our revenue recognition practices. Based on our assessment to-date, the adoption of the new standard will have the following impact to our financial statements:
A change in presentationcertain tolls which are contractually escalated for inflation has not been reflected in the Gas Distribution business relatedamounts above as it is not possible to payments toreliably estimate future inflation rates. Revenues for periods extending beyond the current rate settlement term for regulated contracts where the tolls are periodically reset by the regulator are excluded from the amounts above since future tolls remain unknown. Finally, revenues from contracts with customers underwhich have an original expected duration of one year or less are excluded from the earnings sharing mechanism which are currently shown as an expense in theamounts above.

Consolidated Statements of Earnings. Under the new standard, these payments will be reflected as a reduction of revenue.
Estimates of variable consideration, required under the new standard for certain Liquids Pipelines, Gas Transmission and Midstream and Green Power and Transmission revenue contracts as well as the allocation of the transaction price for certain Liquids Pipelines revenue contracts, may result in changes
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SIGNIFICANT JUDGMENTS MADE IN RECOGNIZING REVENUE
Long-Term Transportation Agreements
For long-term transportation agreements, significant judgments pertain to the patternperiod over which revenue is recognized and whether the agreement provides for make-up rights for the shippers. Transportation revenue earned from firm contracted capacity arrangements is recognized ratably over the contract period. Transportation revenue from interruptible or timing of revenue recognition for those contracts.
Non-cash consideration received in the form of a percentage of the products derived from processing natural gas in the Gas Transmission and Midstream business was previously accounted for as revenuevolumetric-based arrangements is recognized when the commodity was sold to third parties. Under the new standard, the non-cash consideration will be accounted for as revenue when processing services are performed. The commodity will continue

Estimates of Variable Consideration
Revenue from arrangements subject to be accounted for as revenue whenvariable consideration is recognized only to the extent that it is subsequently sold to third parties. The impact of this change will be an increase in costs and revenues due to the recognition of this non-cash consideration.
Service fee revenue, from processing natural gas for certain contractsprobable that a significant reversal in the Gas Transmissionamount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Uncertainties associated with variable consideration relate principally to differences between estimated and Midstream business whereby Enbridge purchases natural gas at the wellhead, then processesactual volumes and subsequently sells the gas, was previously presented as revenue. Under the new standard, processing fees charged on natural gas purchased by Enbridgeprices. These uncertainties are presented as a reductionresolved each month when actual volumes are sold or transported and actual tolls and prices are determined.

Recognition and Measurement of commodity costs upon the transfer of control of the natural gas at the wellhead.
Revenue
Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationConsolidated
Year ended December 31, 2020
(millions of Canadian dollars)    
Revenue from products transferred at a point in time0 0 60 0 60 
Revenue from products and services transferred over time2
9,255 4,824 4,480 198 18,757 
Total revenue from contracts with customers9,255 4,824 4,540 198 18,817 
Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationConsolidated
Year ended December 31, 2019
(millions of Canadian dollars)    
Revenue from products transferred at a point in time65 69 
Revenue from products and services transferred over time2
9,191 5,168 5,089 180 19,628 
Total revenue from contracts with customers9,191 5,172 5,154 180 19,697 

Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationConsolidated
Year ended December 31, 2018
(millions of Canadian dollars)    
Revenue from products transferred at a point in time1
1,590 68 1,658 
Revenue from products and services transferred over time2
8,589 4,965 5,379 206 19,139 
Total revenue from contracts with customers8,589 6,555 5,447 206 20,797 
1Revenue from certain contracts in the Gas Transmission and Midstream business that provide for Enbridge to process and sell customers’sales of crude oil, natural gas and retain a percentageNGLs. Revenue from commodity sales where the commodity sold is not immediately consumed prior to use is recognized at the point in time when the contractually specified volume of the resulting processedcommodity has been delivered.
2Revenue from crude oil and natural gas and/pipeline transportation, storage, natural gas gathering, compression and treating, natural gas distribution, natural gas storage services and electricity sales.

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Performance Obligations Satisfied Over Time
For arrangements involving the transportation and sale of petroleum products and natural gas where the transportation services or NGLs as payment for processing services rendered, commonly referred to as Percentagecommodities are simultaneously received and consumed by the shipper or customer, we recognize revenue over time using an output method based on volumes of Proceeds and Percentage of Liquids contracts, was previously presented on a gross basis whereby Enbridge recorded one hundred percentcommodities delivered or transported. The measurement of the valuevolumes transported or delivered corresponds directly to the benefits received by the shippers or customers during that period.

Determination of Transaction Prices
Prices for gas processing and transportation services are determined based on the natural gas and products sold as revenue, with thecapital cost of the natural gas purchased recorded as commodity cost. Under the new standard only Enbridge’s share of the products retainedfacilities, pipelines and sold is presented as revenue and no commodity cost is recorded.
Certain payments received from customers to offset the cost of constructing assetsassociated infrastructure required to provide such services toplus a rate of return on capital invested that is determined either through negotiations with customers or through regulatory processes for those customers, referred to as Contributions in Aid of Construction (CIAC) were previously recorded as reductions of property, plant and equipment regardless of whether the amounts were imposed by regulation or negotiated. Under the new standard, negotiated CIACsoperations that are deemed to be advance payments for services and must be recognized as revenue when those future services are provided. Negotiated CIACs will be accounted for as deferred revenue and recognized over the term of the associated revenue contract.

Upon adoption, we will recognize the significant cumulative effect of initially applying the new standard as an increase in the opening balance of retained deficit of approximately $120 million, an increase in property, plant and equipment of $130 million and an increase in deferred revenue of $120 million, subject to final determination, as at January 1, 2018. The adoption of the new standard will also resultrate regulation.
Prices for commodities sold are determined by reference to market price indices plus or minus a negotiated differential and in changes in classification between Revenuecertain cases a marketing fee.
Prices for natural gas sold and Commodity costs as discussed above.distribution services provided by regulated natural gas distribution operations are prescribed by regulation.
We have also developed and tested processes to generate the disclosures which will be required under the new standard commencing in the first quarter of 2018.


4.5.  SEGMENTED INFORMATION
 
Effective December 31, 2017, we changed our segment-level profit measure to Earnings before interest, income taxes and depreciation and amortization from the previous measure of Earnings before interest and income taxes. We also renamed the Gas Pipelines and Processing segment to Gas Transmission and Midstream. The presentation of the prior years' tables has been revised in order to align with the current presentation.

Segmented information for the years ended December 31, 2017, 20162020, 2019 and 2015 are2018 is as follows:
Year ended December 31, 2020Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
(millions of Canadian dollars)       
Revenues10,423 4,870 4,569 587 19,283 (645)39,087 
Commodity and gas distribution costs(20)0 (1,810)(2)(19,450)613 (20,669)
Operating and administrative(3,331)(1,859)(1,091)(191)(67)(210)(6,749)
Income/(loss) from equity investments558 479 9 94 (3)(1)1,136 
Impairment of equity investments0 (2,351)0 0 0 0 (2,351)
Other income/(expense)53 (52)71 35 1 130 238 
Earnings/(loss) before interest, income tax expense, and depreciation and amortization7,683 1,087 1,748 523 (236)(113)10,692 
Depreciation and amortization(3,712)
Interest expense      (2,790)
Income tax expense      (774)
Earnings      3,416 
Capital expenditures1
2,033 2,130 1,134 81 2 90 5,470 
Total property, plant and equipment, net48,799 25,745 16,079 3,495 24 429 94,571 
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Year ended December 31, 2017Liquids Pipelines
Gas Transmission and Midstream
Gas Distribution
Green Power and Transmission
Energy Services
Eliminations and Other
Consolidated
Year ended December 31, 2019Year ended December 31, 2019Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
(millions of Canadian dollars) 
 
 
 
 
 
 
(millions of Canadian dollars) 
Revenues8,913
7,067
4,992
534
23,282
(410)44,378
Revenues10,219 5,207 5,179 567 29,374 (477)50,069 
Commodity and gas distribution costs(18)(2,834)(2,689)
(23,508)412
(28,637)Commodity and gas distribution costs(29)(2,354)(2)(29,091)472 (31,004)
Operating and administrative(2,949)(1,756)(960)(163)(47)(567)(6,442)Operating and administrative(3,298)(2,232)(1,149)(189)(44)(79)(6,991)
Impairment of long-lived assets
(4,463)



(4,463)Impairment of long-lived assets(21)(105)(297)(423)
Impairment of goodwill
(102)



(102)
Income/(loss) from equity investments416
653
23
6
8
(4)1,102
Income/(loss) from equity investments780 682 31 (2)1,503 
Other income/(expense)33
166
24
(5)2
232
452
Other income/(expense)30 (181)67 515 435 
Earnings/(loss) before interest, income tax expense, and depreciation and amortization6,395
(1,269)1,390
372
(263)(337)6,288
Earnings before interest, income tax expense, and depreciation and amortizationEarnings before interest, income tax expense, and depreciation and amortization7,681 3,371 1,747 111 250 429 13,589 
Depreciation and amortization (3,163)Depreciation and amortization(3,391)
Interest expense 
 
 
 
 
 
(2,556)Interest expense (2,663)
Income tax recovery 
 
 
 
 
 
2,697
Income tax expenseIncome tax expense   (1,708)
Earnings 
 
 
 
 
 
3,266
Earnings 5,827 
Capital expenditures1
2,799
4,016
1,177
321
1
108
8,422
Capital expenditures1
2,548 1,753 1,100 23 124 5,550 
Total assets63,881
60,745
25,956
6,289
2,514
2,708
162,093
Total property, plant and equipment, netTotal property, plant and equipment, net48,783 25,268 15,622 3,658 24 368 93,723 

Year ended December 31, 2016Liquids Pipelines
Gas Transmission and Midstream
Gas Distribution
Green Power and Transmission
Energy Services
Eliminations and Other
Consolidated
Year ended December 31, 2018Year ended December 31, 2018Liquids PipelinesGas Transmission and MidstreamGas Distribution and StorageRenewable Power GenerationEnergy ServicesEliminations and OtherConsolidated
(millions of Canadian dollars) 
 
 
 
 
 
 
(millions of Canadian dollars) 
Revenues8,176
2,877
2,976
502
20,364
(335)34,560
Revenues8,079 6,571 5,470 567 26,228 (537)46,378 
Commodity and gas distribution costs(12)(2,206)(1,653)5
(20,473)334
(24,005)Commodity and gas distribution costs(16)(1,481)(2,748)(7)(25,689)540 (29,401)
Operating and administrative(2,908)(446)(553)(173)(63)(215)(4,358)Operating and administrative(3,124)(2,102)(1,111)(157)(73)(225)(6,792)
Impairment of long-lived assets(1,365)(11)



(1,376)Impairment of long-lived assets(180)(914)(4)(6)(1,104)
Impairment of goodwillImpairment of goodwill(1,019)(1,019)
Income/(loss) from equity investments194
223
12
2
(3)
428
Income/(loss) from equity investments577 930 11 (28)18 1,509 
Other income/(expense)841
27
49
8
(8)115
1,032
Other income/(expense)(5)349 89 (2)(2)(481)(52)
Earnings/(loss) before interest, income tax expense, and depreciation and amortization4,926
464
831
344
(183)(101)6,281
Earnings/(loss) before interest, income tax expense, and depreciation and amortization5,331 2,334 1,711 369 482 (708)9,519 
Depreciation and amortization (2,240)Depreciation and amortization(3,246)
Interest expense 
 
 
 
 
 
(1,590)Interest expense(2,703)
Income tax expense 
 
 
 
 
 
(142)Income tax expense(237)
Earnings 
 
 
 
 
 
2,309
Earnings3,333 
Capital expenditures1
3,957
176
713
251

32
5,129
Capital expenditures1
3,102 2,644 1,066 33 27 6,872 
Total assets52,007
11,182
10,132
5,571
1,951
4,366
85,209
Total property, plant and equipment, netTotal property, plant and equipment, net49,214 25,601 15,148 4,335 22 220 94,540 

1Includes allowance for equity funds used during construction.


Year ended December 31, 2015Liquids Pipelines
Gas Transmission and Midstream
Gas Distribution
Green Power and Transmission
Energy Services
Eliminations and Other
Consolidated
(millions of Canadian dollars) 
 
 
 
 
 
 
Revenues5,589
3,803
3,609
498
20,842
(547)33,794
Commodity and gas distribution costs(9)(3,002)(2,349)4
(20,443)558
(25,241)
Operating and administrative(2,748)(506)(536)(143)(66)(132)(4,131)
Impairment of long-lived assets(80)(16)



(96)
Impairment of goodwill
(440)



(440)
Income/(loss) from equity investments296
200
(10)2
(9)(4)475
Other income/(expense)(15)4
49
2

(742)(702)
Earnings/(loss) before interest, income tax expense, and depreciation and amortization3,033
43
763
363
324
(867)3,659
Depreciation and amortization      (2,024)
Interest expense      (1,624)
Income tax expense











(170)
Loss      (159)
Capital expenditures1
5,884
385
858
68

80
7,275
1Includes allowance for equity funds used during construction.

The measurement basis for preparation of segmented information is consistent with the significant accounting policies(Note 2).


Our largest non-affiliated customer accounted for approximately 11.8%, 18.0%, and 21.8%13.6% of our third-party revenues for the year ended December 31, 2020. No non-affiliated customer exceeded 10% of our third-party revenues for the years ended December 31, 2017, 20162019 and 2015, respectively. A second customer accounted for approximately 10.4% of our third-party revenues for the year ended December 31, 2016. A third customer accounted for approximately 10.8% of our third-party revenues for the year ended December 31, 2015. Revenues from these three customers are primarily reported in the Energy Services segment.

OUT-OF-PERIOD ADJUSTMENT
Earnings attributable to common shareholders for the year ended December 31, 2015 were increased by an out-of-period adjustment of $71 million in respect of an overstatement of deferred income tax expense in 2013 and 2014.2018.
 
130


GEOGRAPHIC INFORMATION
Revenues1
Year ended December 31,202020192018
(millions of Canadian dollars)   
Canada16,453 19,954 19,023 
US22,634 30,115 27,355 
 39,087 50,069 46,378 
Year ended December 31,2017
2016
2015
(millions of Canadian dollars)   
Canada18,076
12,470
11,087
United States26,302
22,090
22,707
 44,378
34,560
33,794
1Revenues are based on the country of origin of the product or service sold.
 
Property, Plant and Equipment1
December 31,20202019
(millions of Canadian dollars)  
Canada46,499 45,993 
US48,072 47,730 
 94,571 93,723 
December 31,2017
2016
(millions of Canadian dollars) 
 
Canada46,025
32,008
United States44,686
32,276
 90,711
64,284
1Amounts are based on the location where the assets are held.



5.
6.  EARNINGS PER COMMON SHARE


BASIC
Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding. The weighted average number of common shares outstanding has been reduced by our pro-rata weighted average interest in our own common shares of 13approximately 5 million as at December 31, 2017 and 2016,2020, 6 million as at December 31, 2019, and 12 million as at December 31, 20152018, resulting from our reciprocal investment in Noverco.
 
DILUTED
The treasury stock method is used to determine the dilutive impact of stock options. This method assumes any proceeds from the exercise of stock options would be used to purchase common shares at the average market price during the period.


Weighted average shares outstanding used to calculate basic and diluted earnings per share are as follows:
December 31,2017
2016
2015
December 31,202020192018
(number of shares in millions) 
 
 
(number of shares in millions)  
Weighted average shares outstanding1,525
911
847
Weighted average shares outstanding2,020 2,017 1,724 
Effect of dilutive options7
7

Effect of dilutive options1 
Diluted weighted average shares outstanding1,532
918
847
Diluted weighted average shares outstanding2,021 2,020 1,727 
 
For the years ended December 31, 2017, 20162020, 2019 and 2015, 14,271,615, 10,803,6722018, 29.8 million, 17.8 million and 36,005,043,26.8 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $56.71, $52.92$51.42, $53.56 and $40.26,$50.38, respectively, were excluded from the diluted earnings per common share calculation.


131
6.


7. REGULATORY MATTERS


GENERAL INFORMATION ON RATE REGULATION AND ITS ECONOMIC EFFECTS
We record assets and liabilities that result from the regulated ratemaking processprocesses that would not be recorded under US GAAP for non-regulated entities. See Note 2 - Significant Accounting Policies for further discussion.

A number of our businesses are subject to regulation by the NEB. We also collect and set aside funds to cover future pipeline abandonment costs for all NEB regulated pipelines as a result of the NEB’s regulatory requirements under LMCI (Note 13). Amounts expected to be paid to cover future abandonment costs are recognized as long-term regulatory liabilities. Our significant regulated businesses and otherthe related accounting impacts are described below.
Liquids Pipelines
Canadian Mainline
Canadian Mainline includes the Canadian portion of the mainline system and is subject to regulation by the NEB. Canadian Mainline tolls (excluding Lines 8 and 9) are currently governed by the 10-year CTS, which establishes a Canadian Local Toll for all volumes shipped on the Canadian Mainline and an International Joint Tariff for all volumes shipped from western Canadian receipt points to delivery points on the Lakehead System and delivery points on the Canadian Mainline downstream of the Lakehead System. The CTS was negotiated with shippers in accordance with NEB guidelines, was approved by the NEB in June 2011 and took effect July 1, 2011. Under the CTS, a regulatory asset is recognized to offset deferred income taxes as a NEB rate order governing flow-through income tax treatment permits future recovery. No other material regulatory assets or liabilities are recognized under the terms of the CTS.

Southern Lights Pipeline
The United States portion of the Southern Lights Pipeline is regulated by the FERC and the Canadian portion of the Southern Lights Pipeline is regulated by the NEB. Shippers on the Southern Lights Pipeline are subject to long-term transportation contracts under a cost-of-service toll methodology. Toll adjustments are filed annually with the regulators. Tariffs provide for recovery of allowable operating and debt financing costs, plus a pre-determined after-tax rate of return on equity (ROE) of 10%. Southern Lights Pipeline tolls are based on a deemed 70% debt and 30% equity structure.

Gas Transmission and Midstream
British Columbia Pipeline and British Columbia Field Services
Under the current NEB-authorizedauthorized rate structure for certain operations, income tax costs are recovered in tollsrates based on the current income tax payable and do not include accruals for deferred income tax. However, as income taxes become payable as a result of the reversal of timingtemporary differences that created the deferred income taxes, it is expected that transportation and field services tollsrates will be adjusted to recover these taxes. Since most of these timingtemporary differences are related to property, plant and equipment costs, this recovery is expected to occur over the life of thosethe related assets.


Spectra Energy Partners, LPLIQUIDS PIPELINES
SEP'sCanadian Mainline
Canadian Mainline includes the Canadian portion of Enbridge's mainline system and is subject to regulation by the CER. Tolls, excluding Lines 8 and 9, are currently governed by the 10-year CTS that is in place until June 30, 2021, which establishes a Canadian Local Toll (CLT) for all volumes shipped on the Canadian Mainline and an International Joint Tariff for all volumes shipped from western Canadian receipt points to delivery points on Enbridge’s Lakehead System, as well as delivery points on the Canadian Mainline downstream of the Lakehead System. The CTS was negotiated with shippers in accordance with CER guidelines, was approved by the CER in June 2011, and took effect July 1, 2011. Under the CTS, we have a regulatory asset of $1.9 billion as at December 31, 2020 (2019 - $1.8 billion) to offset deferred income taxes, as a CER rate order governing flow-through income tax treatment permits future recovery. No other material regulatory assets or liabilities are recognized under the terms of the CTS.

Southern Lights Pipeline
The US and Canadian portions of the Southern Lights Pipeline are regulated by the FERC and CER, respectively. Shippers on the Southern Lights Pipeline are subject to long-term transportation contracts under a cost-of-service toll methodology. Toll adjustments are filed annually with the regulators and provide for the recovery of allowable operating and debt financing costs, plus a pre-determined after-tax return on equity (ROE) of 10%.

GAS TRANSMISSION AND MIDSTREAM
British Columbia Pipeline and Maritimes & Northeast Canada
British Columbia (BC) Pipeline and Maritimes & Northeast (M&N) Canada are regulated by the CER. Rates are approved by the CER through negotiated toll settlement agreements based on cost-of-service. Both BC Pipeline and M&N Canada are currently operating under the terms of their 2020-2021 and 2019-2021 toll settlements, respectively, which stipulate an allowable ROE and the continuation and establishment of certain deferral and variance accounts.

US Gas Transmission
Most of our US gas transmission and storage services are regulated by the FERC. Current rates are governed byFERC and may also be subject to the applicable FERC-approvedjurisdiction of various other federal, state and local agencies. The FERC regulates natural gas tarifftransmission in US interstate commerce including the establishment of rates for services, while fee-basedrates for intrastate commerce and/or gathering services are governed by the applicable state oil and gas commissions.

For information related to regulatory assets acquired in the Merger Transaction for Union Gas, British Columbia (BC) Pipelines, BC Field Services and SEP, refer to Note 7 - Acquisitions and Dispositions.

Gas Distribution
Enbridge Gas Distribution Inc.
EGD’s gas distribution operations are regulated by the OEB. Ratesstate gas commissions. Cost-of-service is the basis for the years ended December 31, 2017calculation of regulated tariff rates, although the FERC also allows the use of negotiated and 2016 were setdiscounted rates within contracts with shippers that may result in accordance with parameters established bya rate that is above or below the customized incentiveFERC-regulated recourse rate plan (IR Plan). The customized IR Plan, inclusive of the requested capital investment amounts and an incentive mechanism providing the opportunity to earn above the allowed ROE, was approved, with modifications, by the OEB in 2014. The approved customized IR Plan is for establishing rates for 2014 through 2018.that service.


As part of the customized IR Plan, the OEB approved the adoption of a new approach for determining net salvage percentages to be included within EGD’s approved depreciation rates, as compared with the traditional approach previously employed. The new approach results in lower net salvage percentages for EGD, and therefore lowers depreciation rates and future removal and site restoration reserves. The customized IR Plan also includes an earnings sharing mechanism, whereby any return over the allowed rate of return for a given year under the customized IR Plan will be shared equally with customers. Within annual rate proceedings for 2015 through 2018, the customized requires allowed revenues, and corresponding rates, to be updated annually for select items.
132


GAS DISTRIBUTION AND STORAGE
EGD’s after-tax rate of return on common equity embedded in rates was 8.8% and 9.2% for the years ended December 31, 2017 and 2016, respectively, based on a 36% deemed common equity component of capital for regulatory purposes, in both years.Enbridge Gas

Union Gas Limited
Union Gas is regulated by the OEB. Union Gas'sEnbridge Gas' distribution rates, beginning January 1, 2014commencing in 2019, are set under a five-year incentive regulation framework.Incentive Regulation (IR) framework using a price cap mechanism. The incentive regulation frameworkprice cap mechanism establishes new rates at the beginning of each year through an annual base rate escalation at inflation less a 0.3% stretch factor, annual updates for certain costs to be passed through to customers, and where applicable, the userecovery of a pricing formula rather thanmaterial discrete incremental capital investments beyond those that can be funded through the examination of revenue and cost forecasts.


base rates. The incentive regulationIR framework includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that permits Unionrequires Enbridge Gas to fully retain the return on common equity from utility operations up to 9.93%, share 50% ofequally with customers any earnings between 9.93% and 10.93% with customers, and share 90%in excess of any earnings above 10.93% with customers. Union Gas's150 basis points over the annual OEB approved after-tax return on common equity is fixed at 8.93% for the five-year incentive regulation term.ROE.


Enbridge Gas New Brunswick Inc.
Enbridge Gas New Brunswick Inc. is regulated by the EUB. The current rates are set, as prescribed by legislation for 2018 and 2019. In 2020 all rates will be set by cost-of-service methodology.

FINANCIAL STATEMENT EFFECTS
Accounting for rate-regulated activities has resulted in the recognition of the following significant regulatory assets and liabilities:
liabilities in the Consolidated Statements of Financial Position:
December 31,Recovery/Refund Period Ends2017
2016
(millions of Canadian dollars)  
 
Regulatory assets/(liabilities)  
 
Liquids Pipelines  
 
Deferred income taxesVarious1,492
1,270
Tolling deferrals2018(34)(37)
Recoverable income taxesThrough 203046
51
Pipeline future abandonment costs1
Various(141)(88)
Gas Transmission and Midstream   
Deferred income taxesVarious717

Regulatory liability related to income taxes2
Various(1,078)
OtherVarious(16)
Gas Distribution   
Deferred income taxesVarious1,000
385
Purchased gas variance3
Various51
5
Pension plans and OPEB4
Various102
116
Constant dollar net salvage adjustment201838
38
Future removal and site restoration reservesVarious(1,066)(606)
Site restoration clearance adjustmentVarious(31)(109)
OtherVarious31
(4)
1
Funds collected are included in Restricted long-term investments (Note 13).
2Relates to the establishment of a regulatory liability as a result of the United States tax reform legislation dated December 22, 2017.
3Purchase gas variance is the difference between the actual cost and the approved cost of natural gas reflected in rates. EGD and Union Gas have been granted OEB approval to refund this balance to, or to collect this balance from, customers on a rolling 12-month basis via the Quarterly Rate Adjustment Mechanism process.
4The balances are excluded from the rate base and do not earn an ROE.
December 31,20202019Recovery/Refund
Period Ends
(millions of Canadian dollars)
Current regulatory assets
   Federal carbon receivables1
0 145 2020
   Under-recovery of fuel costs86 119 2021
   Other current regulatory assets146 212 2021
Total current regulatory assets2
232 476 
Long-term regulatory assets
   Deferred income taxes3
3,890 3,551 Various
   Long-term debt4
429 464 2022-2046
   Pension plan receivable5
402 275 Various
Negative salvage6
246 Various
   Accounting policy changes7
169 175 Various
   Other long-term regulatory assets261 166 Various
Total long-term regulatory assets2
5,397 4,636 
Total regulatory assets5,629 5,112 
Current regulatory liabilities
   Purchase gas variance153 41 2021
   Other current regulatory liabilities117 202 2021
Total current regulatory liabilities8
270 243 
Long-term regulatory liabilities
   Future removal and site restoration reserves9
1,455 1,424 Various
   Regulatory liability related to US income taxes10
941 866 Various
   Pipeline future abandonment costs (Note 14)
578 454 Various
   Other long-term regulatory liabilities150 111 Various
Total long-term regulatory liabilities8
3,124 2,855 
Total regulatory liabilities3,394 3,098 
OTHER ITEMS AFFECTED BY RATE REGULATION
Allowance for Funds Used During Construction1The federal carbon balance is the difference between actual carbon costs and Other Capitalized Costscarbon costs recovered in rates, as well as the administration costs associated with the impacts of the federal carbon program requirements. This balance has been recovered from customers in the fourth quarter of 2020 in accordance with the OEB's approval.
Under2 Current regulatory assets are included in Accounts receivable and other, while long-term regulatory assets are included in Deferred amounts and other assets.
3 The deferred income taxes balance represents the pool method prescribed by certain regulators,regulatory offset to deferred income tax liabilities to the extent that it is not possibleexpected to identifybe included in future regulator-approved rates and recovered from customers. The recovery period depends on the carrying valuetiming of the equity componentreversal of AFUDC or its effect on depreciation. Similarly, gains and losses on the retirement of certain specific fixed assets in any given year cannot be identified or quantified.
Operating Cost Capitalization
With the approval of regulators, certain operations capitalize a percentage of specified operating costs. These operations are authorized to charge depreciation and earn a return on the net book value of such capitalized costs in future years.temporary differences. In the absence of rate regulation,rate-regulated accounting, this regulatory balance and the related earnings impact would not be recorded.
4 The debt balance represents our regulatory offset to the fair value adjustment to debt acquired in our merger with Spectra Energy Corp. (Spectra Energy). The offset is viewed as a portionproxy for the regulatory asset that would be recorded in the event such debt was extinguished at an amount higher than the carrying value.
133


5 The pension plan balance represents the regulatory offset to our pension liability to the extent that it is expected to be included in regulator-approved future rates and recovered from customers. The settlement period for this balance is not determinable. In the absence of such operatingrate-regulated accounting, this regulatory balance and the related pension expense would be recorded in earnings and OCI.
6 The negative salvage balance represents the recovery in future rates of the actual cost of removal of previously retired or decommissioned plant assets, as approved by the FERC.
7 The accounting policy changes deferral reflects unamortized accumulated actuarial gains/losses and past service costs incurred by Union Gas Limited, relating to the period up to our merger with Spectra Energy, which were previously recorded in AOCI. The amortization of this balance is recognized as a component of accrual-based pension expenses, which are included in Other income/(expense) and recovered in rates, as previously approved by the OEB.
8 Current regulatory liabilities are included in Accounts payable and other, while long-term regulatory liabilities are included in Other long-term liabilities.
9 Future removal and site restoration reserves consists of amounts collected from customers, with the approval of the OEB, to fund future costs of removal and site restoration relating to property, plant and equipment. These costs are collected as part of the depreciation expense charged on property, plant and equipment that is reflected in rates. The settlement of this balance will occur over the long-term as costs are incurred. In the absence of rate-regulated accounting, depreciation rates would not include a charge for removal and site restoration and costs would be charged to earnings inas incurred with recognition of revenue for amounts previously collected.
10 The regulatory liability related to US income taxes resulted from the year incurred.


EGD entered into a services contract relatingUS tax reform legislation dated December 22, 2017. These balances will be refunded to asset management initiatives. The majority of the costs, primarily consulting fees, are being capitalized to gas mainscustomers in accordance with regulatory approval. As at December 31, 2017 and 2016, the net book value of these costs included in gas mains in Property, plant and equipment, net was $118 million and $125 million, respectively. Inrespective rate settlements approved by the absence of rate regulation accounting, some of these costs would be charged to earnings in the year incurred.FERC.


7.  ACQUISITIONS AND8.  DISPOSITIONS
 
ACQUISITIONSDISPOSITIONS
Spectra Energy CorpLine 10 Crude Oil Pipeline
On February 27, 2017, Enbridge and Spectra Energy combinedIn the first quarter of 2018, we satisfied the condition as set out in our agreements for the Merger Transaction for a purchase pricesale of $37.5 billion. Under the terms of the Merger Transaction, Spectra Energy shareholders received 0.984 shares of Enbridge for each share of Spectra Energy common stock that they owned, giving us 100% ownership of Spectra Energy.
Consideration offered to complete the Merger Transaction included 691 million common shares of Enbridge at US$41.34 per share, based on the February 24, 2017 closing price on the New York Stock Exchange (NYSE), for a total value of $37,429 million in common shares issued to Spectra Energy shareholders, plus approximately $3 million in cash in lieu of any fractional shares, and 3.5 million share options with a fair value of $77 million, that were exchanged for Spectra Energy’s outstanding stock compensation awards.
Spectra Energy, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets and is one of North America’s leading natural gas infrastructure companies. Spectra Energy also owns and operates aour Line 10 crude oil pipeline system that connects(Line 10), which originates near Hamilton, Ontario and terminates at West Seneca, New York. Our subsidiaries, Enbridge Pipelines Inc. and Enbridge Energy Partners, L.P. (EEP), owned the Canadian and United States producers to refineries in the United States Rocky Mountain and Midwest regions. The combination brings together two highly complementary platforms to create North America’s largest energy infrastructure company and meaningfully enhances customer optionality, positioning us for long-term growth opportunities, and strengthening our balance sheet.

The Merger Transaction has been accounted for as a business combination under the acquisition methodUS portions of accounting as prescribed by Accounting Standards Codification (ASC) 805 Business Combinations. The acquired tangible and intangible assets and assumed liabilities are recorded at their estimated fair values at the date of acquisition.
The purchase price allocation has been completed as at December 31, 2017, along with the allocation of goodwill to reporting units (Note 15). Our reporting units are equivalent to our identified segments with the exception of the Gas Transmission and Midstream segment, which is composed of two reporting units: gas transmission and gas midstream.


The following table summarizes the estimated fair values that were assigned to the net assets of Spectra Energy:
February 27,2017
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets (a)2,432
Property, plant and equipment, net (b)33,555
Restricted long-term investments144
Long-term investments (c)5,000
Deferred amounts and other assets (d)2,390
Intangible assets, net (e)1,288
Current liabilities (a)(3,982)
Long-term debt (d)(21,444)
Other long-term liabilities(1,983)
Deferred income taxes (b)(7,670)
Noncontrolling interests (f)(8,877)
853
Goodwill (g)36,656
37,509
Purchase price:
Common shares37,429
Cash3
Fair value of outstanding earned stock compensation awards recorded in Additional paid-in capital77
37,509
a)
Accounts receivable is comprised primarily of customer trade receivables and natural gas imbalances. As such, the fair value of accounts receivable approximates the net carrying value of $1,174 million. The gross amount due of $1,190 million, of which $16 million is not expected to be collected, is included in current assets.

During the fourth quarter of 2017, we identified certain transactions that were not reflected in the purchase price equation. This resulted in a $67 million and $548 million increase in current assets and current liabilities,Line 10, respectively, and the related assets were included in our Liquids Pipelines segment.

Upon the reclassification and subsequent remeasurement of Line 10 assets as held for sale, a $481loss of $154 million decrease in long-term debt.
b)
We have applied the valuation methodologies described in ASC 820 Fair Value Measurements and Disclosures, to value the property, plant and equipment purchased. The fair value of Spectra Energy’s rate-regulated property, plant and equipment was determined using a market participant perspective, which is their carrying amount. The fair value of the remaining non-regulated property, plant and equipment was determined primarily using variations of the income approach, which is based on the present value of the future after-tax cash flows attributable to each non-regulated asset. Some of the more significant assumptions inherent in the development of the values, from the perspective of a market participant, include, but are not limited to, the amount and timing of projected future cash flows (including revenue and profitability); the discount rate selected to measure the risks inherent in the future cash flows; the assessment of the asset’s life cycle; the competitive trends impacting the asset; and customer turnover.

During the third quarterwas included within Impairment of 2017, Spectra Energy's right-of-way agreements were reclassified from intangible assets to property, plant and equipment to conform the presentation of these agreements with our accounting policy pertaining to rights-of-way. The purchase price allocation above reflects this reclassification, which amounted to $830 million as at February 27, 2017. There is no change in the amortization period for the right-of-way agreements as a result of this reclassification.

During the fourth quarter of 2017, we finalized our fair value measurement of the BC Pipeline & Field Services businesses, which resulted in decreases to property, plant and equipment of $1,955 million and deferred income tax liabilities of $661 million as at February 27, 2017.

c)
Long-term investments represent Spectra Energy’s 50% equity investment in DCP Midstream, Gulfstream Natural Gas System, L.L.C., Nexus Gas Transmission, LLC (Nexus), Steckman Ridge LP, Islander East Pipeline Company, L.L.C., Southeast Supply Header L.L.C., and 20% equity interest in PennEast Pipeline Company LLC (PennEast). The fair value of these investments was determined using an income approach.
d)     Fair value of long-term debt was determined based on the current underlying Government of Canada and United States Treasury interest rates on the corresponding bonds, as well as an implied credit spread based on current market conditions and resulted in an increase in the book value of debt of $1.5 billion. The fair value adjustment to long-term debt related to rate-regulated entities of $629 million also results in a regulatory offset in Deferred amounts and otherlong-lived assets in the Consolidated Statements of Financial Position.

During the fourth quarter of 2017, deferred amounts and other assets decreased by $530 million as at February 27, 2017 due to the finalization of BC Pipelines & Field Services' fair value measurement, as discussed under (b) above.

During the fourth quarter of 2017, we identified certain transactions that were not reflected in the purchase price equation. This resulted in a $481 million decrease in long-term debt, as discussed under (a) above.
e)
Intangible assets primarily consist of customer relationships in the non-regulated business, which represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition, determined using the income approach. Intangible assets are amortized on a straight-line basis over their expected lives.

During the third quarter of 2017, intangible assets decreased by $830 million as at February 27, 2017 due to a reclassification to property, plant and equipment, as discussed under (b) above.

The fair value of intangible assets acquired through the Merger Transaction, by major classes is as follows:
 Weighted AverageFair
As at February 27, 2017Amortization RateValue
(millions of Canadian dollars)  
Customer relationships1
3.7%739
Project agreement2
4.0%105
Software11.1%329
Other4.2%115
  1,288
1Represents customer relationships in the non-regulated business, which were capitalized upon acquisition.
2Represents a project agreement between SEP, NextEra Energy, Inc., Duke Energy Corporation (Duke Energy) and Williams Partners L.P. In accordance with the agreement, payments will be made, based on our proportional ownership interest in Sabal Trail Transmission, LLC (Sabal Trail), as certain milestones of the project are met. Amortization of the intangible asset began on July 3, 2017, when Sabal Trail was placed into service (Note 12).

f)
The fair value of Spectra Energy’s noncontrolling interests includes approximately 78.4 million SEP common units outstanding to the public, valued at the February 24, 2017 closing price of US$44.88 per common unit on the NYSE, and units held by third parties in Maritimes & Northeast Pipeline, L.L.C., Sabal Trail and Algonquin Gas Transmission, L.L.C., valued based on the

underlying net assets of each reporting unit and preferred stock held by third parties in Union Gas and Westcoast Energy Inc.

During the third quarter of 2017, we finalized our fair value measurement of Sabal Trail, which resulted in an increase to noncontrolling interests of $85 million as at February 27, 2017.
g)
We recorded $36.7 billion in goodwill, which is primarily related to expected synergies from the Merger Transaction. The goodwill balance recognized is not deductible for tax purposes. Factors that contributed to the goodwill include the opportunity to expand our natural gas pipelines segment, the potential for cost and supply chain optimization synergies, existing assembled assets and work force that cannot be duplicated at the same cost by a new entrant, franchise rights and other intangibles not separately identifiable because they are inextricably linked to the provision of regulated utility service and the enhanced scale and geographic diversity which provide greater optionality and platforms for future growth.

During the third quarter of 2017, goodwill increased by $85 million as at February 27, 2017 due to the finalization of the fair value measurement of Sabal Trail as discussed under (f) above.

During the fourth quarter of 2017, goodwill increased by $1,824 million as at February 27, 2017 due to the finalization of the fair value measurement of BC Pipelines & Field Services as discussed under (b) above.

Acquisition-related expenses incurred to date were approximately $231 million. Costs incurred for the years ended December 31, 2017 and 2016 of $180 million and $51 million, respectively, are included in Operating and administrative expense in the Consolidated Statements of Earnings.
Upon completion of the Merger Transaction, we began consolidating Spectra Energy. Since the closing date of February 27, 2017 through December 31, 2017, Spectra Energy has generated approximately $5,740 million in revenues and $2,574 million in earnings.

Our supplemental pro forma consolidated financial information for the years ended December 31, 2017 and 2016, including the results of operations for Spectra Energy as if the Merger Transaction had been completed on January 1, 2016 are as follows:
Year ended December 31,2017
2016
(unaudited; millions of Canadian dollars) 
 
Revenues45,669
40,934
Earnings attributable to common shareholders1

2,902
2,820
1Merger Transaction costs of $180 million (after-tax $131 million) were excluded from earnings for the year ended December 31, 2017.

Tupper Main and Tupper West
On April 1, 2016, we acquired the Tupper Main and Tupper West gas plants and associated pipelines (the Tupper Plants) located in northeastern BC for cash consideration of $539 million. The purchase price for the Tupper Plants was equal to the fair value of identifiable net assets acquired and accordingly, we did not recognize any goodwill as part of the acquisition. Transaction costs incurred by us totaled approximately $1 million and are included in Operating and administrative expense in the Consolidated Statements of Earnings. The Tupper Plants are a part of our Gas Transmission and Midstream segment.
Since the closing date through December 31, 2016, the Tupper Plants generated approximately $33 million in revenues and $22 millionin earnings before interest and income taxes. If the acquisition had closed on January 1, 2016, the Consolidated Statements of Earnings for the year ended December 31, 2016 would have shown revenues of $44 million and earnings before interest and income taxes of $28 million.2018.



The finaltransaction closed on June 1, 2020. NaN gain or loss on disposition was recorded.

Montana-Alberta Tie Line
In the fourth quarter of 2019, we committed to a plan to sell the Montana-Alberta Tie Line (MATL) transmission asset, a 345 kilometer transmission line from Great Falls, Montana to Lethbridge, Alberta. MATL was included in our Renewable Power Generation segment. The purchase price allocationand sale agreement was signed in January 2020.

Upon the reclassification and subsequent remeasurement of MATL assets as follows:held for sale, a loss of $297 million was included within Impairment of long-lived assets in the Consolidated Statements of Earnings for the year ended December 31, 2019.
April 1,2016
(millions of Canadian dollars)
Fair value of net assets acquired:
Property, plant and equipment288
Intangible assets251
539
Purchase price:
Cash539
OTHER ACQUISITIONS
Chapman Ranch Wind Project
On September 9, 2016,May 1, 2020 we acquiredclosed the sale of MATL for cash proceeds of approximately $189 million. After closing adjustments, a 100% interestgain on disposal of $4 million was included in Other income/(expense) in the 249 megawatt (MW) Chapman Ranch Wind Project (Chapman Ranch) locatedConsolidated Statements of Earnings.

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Ozark Gas Transmission
In the first quarter of 2020, we agreed to sell our Ozark Gas Transmission and Ozark Gas Gathering assets (Ozark assets). The Ozark assets are composed of a transmission system that extends from southeastern Oklahoma through Arkansas to southeastern Missouri, and a fee-based gathering system that accesses Fayetteville Shale and Arkoma production. These assets were included in Texasour Gas Transmission and Midstream segment.

On April 1, 2020 we closed the sale of the Ozark assets for cash considerationproceeds of $65approximately $63 million. After closing adjustments, a gain on disposal of $1 million (US$50 million), of which $62 million (US$48 million) was allocated to property, plant and equipment and the balance allocated to Intangible assets. On November 2, 2016, we invested a further $40 million (US$30 million)included in Chapman Ranch, of which $23 million (US$17 million) was related to Property, plant and equipment and the balance related to Intangible assets. There would have been no effect on our earnings if the transaction had occurred on January 1, 2016 as the project was under construction and had not generated revenues to date. Chapman Ranch is a part of our Green Power and Transmission segment.

New Creek Wind Project
In November 2015, we acquired a 100% interestOther income/(expense) in the 103 MW New Creek Wind Project (New Creek) for cash considerationConsolidated Statements of $48 million (US$36 million), with $35 million (US$26 million) of the purchase price allocated to Property, plantEarnings.

Canadian Natural Gas Gathering and equipment and the balance allocated to Intangible assets. New Creek was placed into service in December 2016 and is a part of our Green Power and Transmission segment.

Midstream BusinessProcessing Businesses
On February 27, 2015, Enbridge Energy Partners, L.P. (EEP) acquired, through its partially-owned subsidiary, Midcoast Energy Partners, L.P. (MEP), the midstream business of New Gulf Resources, LLC located in Texas for $106 million (US$85 million) in cash and a contingent future payment of upJuly 4, 2018, we entered into agreements to $21 million (US$17 million). The acquisition consisted of asell our Canadian natural gas gathering system that is in operation and isprocessing businesses to Brookfield Infrastructure Partners L.P. and its institutional partners for a cash purchase price of approximately $4.3 billion, subject to customary closing adjustments. Separate agreements were entered into for those facilities currently governed by provincial regulations and those governed by federal regulations (collectively, Canadian Natural Gas Gathering and Processing Businesses assets); these assets were part of our Gas Transmission and Midstream segment. Of

As the purchase price,Canadian Natural Gas Gathering and Processing Businesses assets represented a portion of a reporting unit, we allocated $69 million (US$55 million) to Property, plant and equipment anda portion of the balance to Intangible assets. In 2016, we determined thatgoodwill of the likelihoodreporting unit of making any future contingent payments was remote.
ASSETS HELD FOR SALE
US Midstream
In November 2017, we announced that we have identified certain non-corethese assets that we plan to sell or monetize in 2018 as they do not meet our long-term strategy.using a relative fair value approach. As a result we are inof the process of selling certain assets withingoodwill allocation, the United States Midstream business of our Gas Transmission and Midstream segment. As at December 31, 2017, we classified these assets as held for sale and measured them at the lower of their carrying value or fair valueof Canadian Natural Gas Gathering and Processing Businesses assets was greater than the sale price consideration less coststhe cost to sell which resulted inand we recorded a loss of $4.4 billion ($2.8 billion after-tax) and a related goodwill impairment of $102 million. Fair value less cost to sell was estimated using the discounted cash flow method, which was negatively impacted by prolonged decline in commodity prices and deteriorating business performance. This loss has been included within Impairment of long-lived assets and Impairment of goodwill, respectively,$1.0 billion on the Consolidated Statements of Earnings for the year ended December 31, 2017.2018. The held for sale classification represented a triggering event and required us to perform a goodwill impairment test for the related reporting unit. The results of the test did not indicate any additional goodwill impairment. Goodwill of $366 million and $55 million was allocated to the provincially and federally regulated facilities, respectively and was held for sale until closing.


On October 1, 2018, we closed the sale of the provincially regulated facilities for proceeds of approximately $2.5 billion. After closing adjustments, a gain on disposal of $34 million before tax was included in Other income/(expense) in the Consolidated Statements of Earnings for the year ended December 31, 2018.

On December 31, 2019, we closed the sale of the federally regulated facilities for proceeds of approximately $1.7 billion. After closing adjustments, a loss on disposal of $268 million before tax was included in Other income/(expense) in the Consolidated Statements of Earnings for the year ended December 31, 2019. As these assets represented a portion of a reporting unit, we allocated a portion of the goodwill of the reporting unit to these assets using a relative fair value approach.

St. Lawrence Gas Company, Inc.
In August 2017, we entered into an agreement to sell the issued and outstanding shares of St. Lawrence Gas Company, Inc. (St. Lawrence Gas). St. Lawrence Gas assets were included in the Gas Distribution and Storage segment. On November 1, 2019 we closed the sale of St. Lawrence Gas for cash proceeds of approximately $88$72 million. After closing adjustments, a loss on disposal of $10 million (US$70 million). Subject to regulatory approval and certain pre-closing conditions,was included in Other income/(expense) in the transaction is expected to close in

2018. As atConsolidated Statements of Earnings for the year ended December 31, 2017, St. Lawrence2019.

135


Enbridge Gas which isNew Brunswick
In December 2018, we entered into an agreement for the sale of Enbridge Gas New Brunswick Limited Partnership and Enbridge Gas New Brunswick Inc. (collectively, EGNB). EGNB assets were a part of our Gas Distribution segment,and Storage segment. On October 1, 2019 we closed the sale of EGNB to Liberty Utilities (Canada) LP, a wholly-owned subsidiary of Algonquin Power and Utilities Corp. for cash proceeds of approximately $331 million. After closing adjustments, a loss on disposal of $3 million was classifiedincluded in Other income/(expense) in the Consolidated Statements of Earnings for the year ended December 31, 2019.

As EGNB assets represented a portion of a reporting unit, we allocated a portion of the goodwill of the reporting unit to these assets using a relative fair value approach. As such, allocated goodwill of $133 million was included in assets subsequently disposed.

Renewable Assets
On August 1, 2018, we closed the sale of a 49% interest in all of our Canadian renewable assets, a 49% interest in two US renewable assets and 49% of our interest in the Hohe See Offshore wind power project and its subsequent expansion (collectively, the Renewable Assets) to Canada Pension Plan Investment Board (CPP Investments). Total cash proceeds from the transaction were $1.75 billion. In addition, CPP Investments have been funding their pro-rata share of the remaining capital expenditures on the Hohe See Offshore wind power project. We maintain a 51% interest in the Renewable Assets and will continue to manage, operate and provide administrative services for these assets.

A loss on disposal of $20 million was included in Other income/(expense) in the Consolidated Statements of Earnings for the year ended December 31, 2018 for the sale of 49% of our interest in the Hohe See Offshore wind power project and its subsequent expansion. Subsequent to the sale, the remaining interests in these assets continue to be accounted for as held for salean equity method investment, and are a part of our Renewable Power Generation segment.

Gains of $62 million and $17 million were included in Additional paid-in capital in the Consolidated Statements of Financial Position.

The table below summarizesPosition for the presentation of net assets heldyear ended December 31, 2018 for sale in our Consolidated Statements of Financial Position:
December 31,2017
2016
(millions of Canadian dollars) 
 
Accounts receivable and other (current assets held for sale)424

Deferred amounts and other assets (long-term assets held for sale)1,190
278
Accounts payable and other (current liabilities held for sale)(315)
Net assets held for sale1,299
278

DISPOSITIONS
Olympic Pipeline
On July 31, 2017, we completed the sale of our49% interest in Olympic Pipelinethe Canadian and US renewable assets, respectively.

Also, a deferred income tax recovery of $267 million ($196 million attributable to us) was recorded in the year ended December 31, 2018 as a result of the sale.

Midcoast Operating, L.P.
On August 1, 2018, we closed the sale of Midcoast Operating, L.P. and its subsidiaries (MOLP) to AL Midcoast Holdings, LLC (an affiliate of ArcLight Capital Partners, LLC) for total cash proceeds of approximately $203 million (US$160 million). A gain$1.4 billion. After closing adjustments recorded in the fourth quarter of 2018, a loss on disposal of $27$41 million (US$21 million) before tax was included in Other income/(expense) in the Consolidated Statements of Earnings. This interestMOLP conducted our US natural gas and natural gas liquids gathering, processing, transportation and marketing businesses, and was a part of our Liquids PipelinesGas Transmission and Midstream segment.


As a result of entering into a definitive sales agreement, the fair value of the assets held for sale as at March 31, 2018 were revised based on the sale price. Accordingly, we recorded a loss of $913 million included within Impairment of long-lived assets on the Consolidated Statements of Earnings for the year ended December 31, 2018.

In the second quarter of 2018, our equity method investment in the Texas Express NGL pipeline system, also met the conditions for assets held for sale. The $447 million carrying value of Texas Express NGL pipeline system equity investment and an allocated goodwill of $262 million, were included within the disposal group as at June 30, 2018 and subsequently disposed on August 1, 2018.

136


Upon closing of the sale, we also recorded a liability of $387 million for future volume commitments retained by us. The associated loss is included in the loss on disposal of $41 million discussed above. As at December 31, 2020 and December 31, 2019 respectively, $225 million and $299 million were included in liabilities on the Consolidated Statements of Financial Position.

Sandpiper Project
During the year ended December 31, 2017,2018 we sold unused pipe related to the Sandpiper Project (Sandpiper) for cash proceeds of approximately $148 million (US$111 million).$38 million. A gain on disposal of $83$29 million (US$63 million) before tax was included in Operating and administrative expense in the Consolidated Statements of Earnings.Earnings for the year ended December 31, 2018. These assets were a part of our Liquids Pipelines segment.

Ozark Pipeline
In 2016, we classified the Ozark Pipeline assets as held9.  ACCOUNTS RECEIVABLE AND OTHER

December 31,20202019
(millions of Canadian dollars)
Trade receivables and unbilled revenues1
3,923 5,164 
Short-term portion of derivative assets323 327 
Taxes receivable374 323 
Other638 855 
 5,258 6,669 
1 Net of allowance for sale. On March 1, 2017, we completed the sale of the Ozark Pipeline assets to a subsidiary of MPLX LP for cash proceeds of approximately $294 million (US$220 million), including reimbursement of costs. A gain on disposal of $14 million (US$10 million) before tax was included in Operating and administrative expense in the Consolidated Statements of Earnings. These assets were a part of our Liquids Pipelines segment.

South Prairie Region
On December 1, 2016, we completed the sale of the South Prairie Region assets for cash proceeds of approximately $1.1 billion. A gain on disposal of $850 million before tax was included in Other income/(expense) in the Consolidated Statements of Earnings. These assets were a part of our Liquids Pipelines segment.
OTHER DISPOSITIONS
In December 2016, we sold other miscellaneous non-core assets for cash proceeds of approximately $286 million.
In August 2015, we sold our 77.8% controlling interest in the Frontier Pipeline Company, which holds pipeline assets located in the midwest United States, for gross proceeds of approximately $112 million (US$85 million). A gain on disposalexpected credit losses of $70 million (US$53 million) before tax was included in Other income/(expense) in the Consolidated Statements of Earnings. This interest was a part of our Liquids Pipelines segment.
In May 2015, the Fund sold certain of its crude oil pipeline system assets for gross proceeds of approximately $26 million. A gain on disposal of $22 million before tax was included in Other income/(expense) in the Consolidated Statements of Earnings. These assets were a part of our Liquids Pipelines segment.


8.  ACCOUNTS RECEIVABLE AND OTHER

December 31,2017
2016
(millions of Canadian dollars)  
Trade receivables and unbilled revenues1
5,325
3,814
Other1,728
1,164
 7,053
4,978
1 Net ofas at December 31, 2020 and allowance for doubtful accounts of $50 million and $46 million as at December 31, 2017 and 2016, respectively.2019.


During 2017, in conjunction with its restructuring actions (Note 19), EEP terminated a receivable purchase agreement with a special purpose entity wholly-owned by us.

10.  INVENTORY
December 31,20202019
(millions of Canadian dollars)  
Natural gas710 696 
Crude oil744 542 
Other commodities82 61 
 1,536 1,299 
9.  INVENTORY

December 31,2017
2016
(millions of Canadian dollars) 
 
Natural gas695
594
Crude oil744
634
Other commodities89
5
 1,528
1,233

10.11.  PROPERTY, PLANT AND EQUIPMENT

 Weighted Average  
December 31,Depreciation Rate20202019
(millions of Canadian dollars)   
Pipelines2.7 %57,391 56,330 
Facilities and equipment2.8 %30,057 29,287 
Land and right-of-way1
2.1 %2,924 2,947 
Gas mains, services and other2.7 %12,476 12,194 
Storage2.4 %2,872 2,748 
Wind turbines, solar panels and other4.1 %4,877 4,914 
Other8.1 %1,595 1,486 
Under construction%5,762 4,057 
Total property, plant and equipment 117,954 113,963 
Total accumulated depreciation(23,383)(20,240)
Property, plant and equipment, net 94,571 93,723 
 Weighted Average
 
 
December 31,Depreciation Rate
2017
2016
(millions of Canadian dollars) 
 
 
Pipeline2.5%47,720
34,474
Pumping equipment, buildings, tanks and other2.9%16,610
15,554
Land and right-of-way1
2.1%2,538
2,067
Gas mains, services and other2.1%17,026
10,022
Compressors, meters and other operating equipment2.1%5,774
4,014
Processing and treating plants3.1%1,440
846
Storage2.0%1,545

Wind turbines, solar panels and other3.3%4,804
4,259
Power transmission2.2%365
378
Vehicles, office furniture, equipment and other buildings and improvements6.5%390
315
Under construction
7,601
6,966
Total property, plant and equipment2
 
105,813
78,895
Total accumulated depreciation (15,102)(14,611)
Property, plant and equipment, net 
90,711
64,284
1 The measurement of weighted average depreciation rate excludes non-depreciable assets.
2 Certain assets were reclassified as held for sale as at December 31, 2017 (Note 7).

Depreciation expense for the years ended December 31, 2017, 20162020, 2019 and 20152018 was $3.4 billion, $3.0 billion and $2.9 billion, $2.0 billion and $1.9 billion, respectively.


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IMPAIRMENT
Northern GatewayAccess Northeast Project
On November 29, 2016, the Canadian Federal Government directed the NEB to dismiss our Northern Gateway Project application and the Certificates of Public Convenience and Necessity have been rescinded. In consultation with potential shippers and Aboriginal equity partners, we assessed this

decision and concluded that the project cannot proceed as envisioned. After taking into consideration the amount recoverable from potential shippers on Northern Gateway Project, we recognized an impairment of $373 million ($272 million after-tax),which is included in Impairment of property, plant and equipment in the Consolidated Statements of Earnings.This impairment loss is based on the full carrying value of the assets, which have an estimated fair value of nil, and are a part of our Liquids Pipelines segment.
Sandpiper Project
On September 1, 2016,2019, we announced that EEP applied forwe terminated the withdrawal of regulatory applications pendingagreements with Eversource Energy and National Grid USA Service Company, Inc. related to the Minnesota Public Utilities Commission for Sandpiper. In connection with this announcement and other factors, we evaluated Sandpiper for impairment.Access Northeast project. As a result, we recognized an impairment loss of $992$105 million ($81 million after-tax attributable to us) for the year ended December 31, 2016,2019, which is included in Impairment of property, plant and equipmentlong-lived assets in the Consolidated Statements of Earnings. SandpiperAccess Northeast is a part of our Liquids Pipelines segment. The estimated remaining fair value of Sandpiper was based on the estimated price that would be received to sell unused pipe, land and other related equipment in its current condition, considering the current market conditions for sale of these assets at the time. The valuation considered a range of potential selling prices from various alternatives that could be used to dispose of these assets. The estimated fair value, with the exception of $3 million in land, was reclassified into Deferred amounts and other assets in the Consolidated Statements of Financial Position as at December 31, 2016. During 2017, we disposed of substantially all of the remaining Sandpiper assets (Note 7).

Other
For the year ended December 31, 2016, we recorded impairment charges of $11 million related to EEP’s non-core trucking assets and related facilities, which are a part of our Gas Transmission and Midstream segment.
For the year ended December 31, 2015, we recorded impairment charges of $96 million, of which $80 million related to EEP’s Berthold rail facility, included within the Liquids Pipelines segment, due to contracts that were not yet renewed beyond 2016. The remaining $16 million in impairment charges relate to EEP’s non-core Louisiana propylene pipeline asset, included within the Gas Transmission and Midstream segment, following finalization of a contract restructuring with a primary customer.

Impairment charges were based on the amount by which the carrying values of the assets exceeded fair value, determined using expected discounted future cash flows, and such charges are included in Impairment of property, plant and equipment on the Consolidated Statements of Earnings.flows.
 
11.12.  VARIABLE INTEREST ENTITIES
 
CONSOLIDATED VARIABLE INTEREST ENTITIES
Enbridge Energy Partners, L.P.Canadian Renewable LP (ECRLP)
EEP is a publicly-traded Delaware limited partnership and is considered a VIE as its limited partners do not have substantive kick-out rights or participating rights. Through our wholly-owned subsidiary, Enbridge Energy Company, Inc. (EECI),ECRLP, an entity which we have the power to direct EEP’s activities and have a significant impact on EEP’s economic performance. Along with an economic interest held through an indirect common interest and general partner interest through EECI, and through our 100%51% ownership of EECI, we are the primary beneficiary of EEP. As at December 31, 2017 and 2016, our economic interest in, EEP was34.6%and 35.3% respectively. The public owns the remaining interests in EEP.
Enbridge Income Fund
The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the Province of Alberta and is considered a VIE by virtue of its capital structure. We are the primary beneficiary of the Fund through our combined 82.5% economic interest held indirectly through a common investment in ENF, a direct common interest in the Fund, a preferred unit investment in ECT, a direct common interest in Enbridge Income Partners GP Inc., and a direct common interest in EIPLP. As at

December 31, 2016, our combined economic interest was 86.9%. As at December 31, 2017 and 2016, our direct common interest in the Fund was 29.4% and 43.2%, respectively. We also serve in the capacity of Manager of ENF and the Fund Group.
Enbridge Commercial Trust
We have the ability to appoint the majority of the trustees to ECT’s Board of Trustees, resulting in a lack of decision making ability for the holders of the common trust units of ECT. As a result, ECT is considered to be a VIE and although we do not have a common equity interest in ECT, we are considered to be the primary beneficiary of ECT. We also serve in the capacity of Manager of ECT, as part of the Fund Group.

Enbridge Income Partners LP
EIPLP, formed in 2002, is involved in the generation, transportation and storage of energy through interests in its Liquids Pipelines business, including the Canadian Mainline, the Regional Oil Sands System, a 50.0% interest in the Alliance Pipeline, which transports natural gas, and its renewable and alternative power generation facilities. EIPLP is a partnership between an indirect wholly-owned subsidiary of Enbridge and ECT. EIPLP is considered a VIE as its limited partners lack substantive kick-out rights andor participating rights. Through a majority ownership of EIPLP’s General Partner, 100% ownership of Enbridge Management Services Inc. (a service provider for EIPLP), and 53.1% of direct common interest in EIPLP,Because we have the power to direct the activities that most significantly impact EIPLP’s economic performanceof ECRLP, we are exposed to potential losses, and we have the obligation to absorb losses and the right to receive residual returns thatbenefits from ECRLP, we are potentially significant to EIPLP, making usconsidered the primary beneficiary of EIPLP. As at December 31, 2017 and 2016, our economic interest in EIPLP was 73.5% and 79.1%, respectively.beneficiary.

GreenRenewable Power and TransmissionGeneration
Through various subsidiaries, we have a majority ownership interest in Magic Valley, Wildcat, Keechi Wind Project (Keechi), and New Creek and Chapman Ranch wind farms.facilities. These wind farmsfacilities are considered VIEs as they do not have sufficient equity at riskdue to the members’ lack of substantive kick-out rights and are partially financed by tax equity investors.participating rights. We are the primary beneficiary of these VIEs by virtue of our voting rights, our power to direct the activities that most significantly impact the economic performance of the wind farms,facilities, and our obligation to absorb losses.losses and the right to receive benefits that are significant.


Enbridge Holdings (DakTex) L.L.C.
Enbridge Holdings (DakTex) L.L.C. (DakTex) is owned 75% by a wholly-owned subsidiary of Enbridge and 25% by EEP, through which we have an effective 27.6% interest in the equity investment, Bakken Pipeline System (Note 12)13). EEP is the primary beneficiary because it has the power to direct DakTex’s activities that most significantly impact its economic performance. We consolidate EEP and by extension, also consolidate DakTex.
Spectra Energy Partners, LP
We acquired a 75% ownership in SEP through the Merger Transaction. SEP is a natural gas and crude oil infrastructure master limited partnership and is considered a VIE as its limited partners do not have substantive kick-out rights or participating rights. We are the primary beneficiary of SEP because we have the power to direct SEP’s activities that most significantly impact its economic performance.
Valley Crossing Pipeline, LLC
Valley Crossing Pipeline, LLC (Valley Crossing), a wholly-owned subsidiary of Enbridge, is constructing a natural gas pipeline to transport natural gas within Texas. Valley Crossing is considered a VIE due to insufficient equity at risk to finance its activities. We are the primary beneficiary of Valley Crossing because we have the power to direct Valley Crossing’s activities that most significantly impact its economic performance.



Other Limited Partnerships
By virtue of alimited partners' lack of substantive kick-out rights and participating rights, substantially all limited partnerships wholly-owned by us and/or our subsidiaries are considered VIEs.VIEs, including EEP and Spectra Energy Partners, LP (SEP). As these wholly-owned limited partnership entities are 100% owned and directed by us with no third parties having the ability to direct any of the significant activities, we are considered the primary beneficiary.


138


The following table includes assets to be used to settle liabilities of our consolidated VIEs and liabilities of our consolidated VIEs for which creditors do not have recourse to our general credit as the primary beneficiary. These assets and liabilities are included in the Consolidated Statements of Financial Position.
December 31,2017
2016
December 31,20202019
(millions of Canadian dollars) 
 
(millions of Canadian dollars)  
Assets 
 
Assets  
Cash and cash equivalents368
314
Cash and cash equivalents215 208 
Restricted cashRestricted cash1 
Accounts receivable and other2,132
781
Accounts receivable and other65 76 
Accounts receivable from affiliates3
3
Inventory220
53
Inventory7 
2,723
1,151
288 289 
Property, plant and equipment, net68,685
45,720
Property, plant and equipment, net3,201 3,392 
Long-term investments6,258
954
Long-term investments14 15 
Restricted long-term investments206
83
Restricted long-term investments84 69 
Deferred amounts and other assets2,921
2,227
Deferred amounts and other assets3 
Intangible assets, net296
488
Intangible assets, net115 124 
Goodwill29
29
Deferred income taxes145
231
81,263
50,883
3,705 3,893 
Liabilities 
 
Liabilities  
Short-term borrowings485

Accounts payable and other2,859
1,446
Accounts payable and other52 56 
Accounts payable to affiliates131
105
Interest payable312
204
Environmental liabilities35
140
Current portion of long-term debt2,129
342
5,951
2,237
Long-term debt31,469
20,176
52 56 
Other long-term liabilities4,301
1,207
Other long-term liabilities175 130 
Deferred income taxes3,010
1,753
Deferred income taxes5 
44,731
25,373
232 191 
Net assets before noncontrolling interests36,532
25,510
Net assets before noncontrolling interests3,473 3,702 
 
We do not have an obligation to provide financial support to any of theour consolidated VIEs, with the exception of EIPLP. We are required, when called on by ENF, to backstop equity funding required by EIPLP to undertake the growth program embedded in the assets it acquired in the Canadian Restructuring Plan.VIEs.
 

UNCONSOLIDATED VARIABLE INTEREST ENTITIES
Sabal Trail Transmission, LLC
SEP owns a 50% interest in Sabal Trail, a joint venture that operates a pipeline originating in Alabama that transports natural gas to Florida. On July 3, 2017, we discontinued the consolidation of Sabal Trail and accounted for our interest under the equity method. Sabal Trail is a VIE due to insufficient equity at risk to finance its activities. We are not the primary beneficiary because the power to direct Sabal Trail's activities that most significantly impact its economic performance is shared.

Nexus Gas Transmission, LLC
SEP owns a 50% equity investment in Nexus, a joint venture that is constructing a natural gas pipeline from Ohio to Michigan and continuing on to Ontario, Canada. Nexus is a VIE due to insufficient equity at risk to finance its activities. We are not the primary beneficiary because the power to direct Nexus’ activities that most significantly impact its economic performance is shared.

PennEast Pipeline Company, LLC
SEP owned a 10% equity investment in PennEast, which was increased to 20% in June 2017. PennEast is constructing a natural gas pipeline from northeastern Pennsylvania to New Jersey. PennEast is a VIE due to insufficient equity at risk to finance its activities. We are not the primary beneficiary since we do not have the power to direct PennEast’s activities that most significantly impact its economic performance.

We currently hold several equity investments in limited partnerships that are assessed to be VIEs due to limited partners not having substantive kick-out rights or participating rights. We have determined that we do not have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. Specifically, the power to direct the activities of a majority of these VIEs is shared amongst the partners. Each partner has representatives that make up an executive committee whothat makes significant decisions for the VIE and none of the partners may make major decisions unilaterally.


The carrying amount of our interest in VIEs that are unconsolidated and our estimated maximum exposure to loss as at December 31, 20172020 and 20162019 are presented below:
Carrying
Amount of
Investment
Enbridge’s
Maximum
Exposure to
December 31, 2020in VIELoss
(millions of Canadian dollars)  
Aux Sable Liquid Products L.P.1
106 187 
Éolien Maritime France SAS2
96 949 
Enbridge Renewable Infrastructure Investments S.a.r.l.3
100 2,516 
Enbridge Éolien France 2 S.a.r.l4
2 230 
PennEast Pipeline Company, LLC5
116 371 
Rampion Offshore Wind Limited6
599 650 
Vector Pipeline L.P.7
201 390 
Other8
131 131 
 1,351 5,424 
139


Carrying
Amount of
Investment
Enbridge’s
Maximum
Exposure to
December 31, 2019in VIELoss
(millions of Canadian dollars)  
Aux Sable Liquid Products L.P.1
123 148 
Éolien Maritime France SAS2
67 725 
Enbridge Renewable Infrastructure Investments S.a.r.l.3
141 2,720 
Gray Oak Holdings LLC9
463 935 
PennEast Pipeline Company, LLC5
106 368 
Rampion Offshore Wind Limited6
600 620 
Vector Pipeline L.P.7
195 392 
Other8
57 57 
1,752 5,965 
1At December 31, 2020 and 2019, the maximum exposure to loss includes a guarantee issued by us for our respective share of the VIE’s borrowing on a bank credit facility.
2At December 31, 2020 and 2019, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE and an outstanding affiliate loan receivable for $132 million and $166 million held by us as at December 31, 2020 and 2019, respectively.
3At December 31, 2020 and 2019, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE and an outstanding affiliate loan receivable for $904 million and $766 million held by us as at December 31, 2020 and 2019, respectively.
4At December 31, 2020, the maximum exposure to loss includes our portion of project construction costs.
5At December 31, 2020 and 2019, the maximum exposure to loss includes the remaining expected contributions to the joint venture.
6At December 31, 2020 and 2019, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE.
7At December 31, 2020 and 2019, the maximum exposure to loss includes the carrying value of an outstanding affiliate loan receivable for $84 million and $92 million held by us as at December 31, 2020 and 2019, respectively, in addition an outstanding credit facility for $105 million as at December 31, 2020.
8At December 31, 2020 and 2019, the maximum exposure to loss is presented below.limited to our equity investment as these companies are in operation and self-sustaining.
9At December 31, 2019, the maximum exposure to loss includes our portion of project construction costs.
 
Carrying
Amount of
Investment

Enbridge’s
Maximum
Exposure to

December 31, 2017in VIE
Loss
(millions of Canadian dollars) 
 
Aux Sable Liquid Products L.P.1
300
361
Eolien Maritime France SAS2
69
754
Hohe See Offshore Wind Project3
763
2,484
Illinois Extension Pipeline Company, L.L.C.4
686
686
Nexus Gas Transmission, LLC5
834
1,678
PennEast Pipeline Company, LLC5
69
345
Rampion Offshore Wind Limited6
555
679
Sabal Trail Transmissions, LLC5
2,355
2,529
Vector Pipeline L.P.7
169
278
Other4
21
21
 5,821
9,815

 
Carrying
Amount of
Investment

Enbridge’s
Maximum
Exposure to

December 31, 2016in VIE
Loss
(millions of Canadian dollars) 
 
Aux Sable Liquid Products L.P.158
223
Eddystone Rail Company, LLC8
19
25
Eolien Maritime France SAS58
686
Illinois Extension Pipeline Company, L.L.C.759
759
Rampion Offshore Wind Limited345
457
Vector Pipeline L.P.159
289
Other17
17
 1,515
2,456
1At December 31, 2017, the maximum exposure to loss includes a guarantee by us for our respective share of the VIE’s borrowing on a bank credit facility.
2At December 31, 2017, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts in which we would be liable for in the event of default by the VIE and an outstanding affiliate loan receivable for $163 million held by us.
3At December 31, 2017, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts in which we would be liable for in the event of default by the VIE.
4At December 31, 2017, the maximum exposure to loss is limited to our equity investment as these companies are in operation and self-sustaining.
5At December 31, 2017 the maximum exposure to loss is limited to our equity investment and the remaining expected contributions for each joint venture.
6At December 31, 2017, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts in which we would be liable for in the event of default by the VIE.
7At December 31, 2017 the maximum exposure to loss includes the carrying value of an outstanding loan issued by us.
8As at December 31, 2017, Eddystone Rail Company, LLC is a 100% owned subsidiary and therefore is no longer an unconsolidated VIE.


We do not have an obligation to and did not provide any additional financial support to the VIEs during the years ended December 31, 20172020 and 2016.2019.



12.Enbridge Éolien France 2 S.a.r.l (EEF2)
In September 2020, Enbridge closed a share purchase agreement with EDF Renouvelables to acquire a 50% interest in Parc Eoilen Offshore de Provence Grand Large, which is developing and constructing an offshore wind facility. Subsequently, on September 18, 2020, Enbridge sold half of its interest to CPP Investments.

EEF2 is a VIE as it does not have sufficient equity at risk to finance its activities and requires subordinated financial support from Enbridge and other partners. We have determined that we do not have the power to direct the activities of EEF2 that most significantly impact its economic performance. Specifically, the power to direct the activities of the VIE is shared amongst the partners. Each partner has representatives that make up an executive committee that makes the significant decisions for the VIE and none of the partners may make significant decisions unilaterally. Therefore, the VIE is accounted for as an unconsolidated VIE.

Gray Oak Holdings LLC
In December 2018, Enbridge acquired an effective 22.8% interest in the Gray Oak crude oil pipeline through acquisition of a 35% membership interest in Gray Oak Holdings LLC (Gray Oak Holdings), which operates the Gray Oak crude oil pipeline from Texas to the Gulf coast of the US.

140


The Gray Oak Pipeline construction was completed and the pipeline was placed into service in March 2020. After Gray Oak Holdings received its last significant equity contribution in 2020, it became capable of financing its own operations without any additional subordinated financial support. As a result, it was concluded that Gray Oak Holdings was no longer a VIE.

13.  LONG-TERM INVESTMENTS
 Ownership  
December 31,Interest20202019
(millions of Canadian dollars)   
EQUITY INVESTMENTS   
Liquids Pipelines   
MarEn Bakken Company LLC1
75.0 %1,795 1,892 
Gray Oak Holdings LLC35.0 %502 463 
Seaway Crude Holdings LLC50.0 %2,668 2,907 
Illinois Extension Pipeline Company, L.L.C.2
65.0 %623 662 
Other30.0% - 43.8%73 73 
Gas Transmission and Midstream
Alliance Pipeline3
50.0 %269 310 
Aux Sable4
42.7% - 50.0%251 267 
DCP Midstream, LLC5
50.0 %331 2,193 
Gulfstream Natural Gas System, L.L.C.50.0 %1,175 1,213 
Nexus Gas Transmission, LLC50.0 %1,745 1,778 
PennEast Pipeline Company, LLC20.0 %116 106 
Sabal Trail Transmission, LLC50.0 %1,510 1,533 
Southeast Supply Header, LLC50.0 %84 484 
Steckman Ridge, LP50.0 %90 222 
Vector Pipeline6
60.0 %201 195 
Offshore - various joint ventures22.0% - 74.3%338 362 
Other33.3% - 50.0%4 
Gas Distribution and Storage
Noverco Common Shares38.9 %156 95 
Other50.0 %13 14 
Renewable Power Generation
Éolien Maritime France SAS50.0 %96 67 
Enbridge Renewable Infrastructure Investments S.a.r.l.51.0 %100 141 
Rampion Offshore Wind Limited24.9 %599 600 
Other21.0% - 50.0%196 127 
Eliminations and Other
Other30% - 50%32 16 
OTHER LONG-TERM INVESTMENTS
Gas Distribution and Storage
Noverco Preferred Shares567 580 
Green Power and Transmission
Emerging Technologies and Other32 78 
Eliminations and Other
Other252 145 
  13,818 16,528 
1Owns 49% interest in Bakken Pipeline Investments L.L.C., which owns 75% of the Bakken Pipeline System resulting in a 27.6% effective interest in the Bakken Pipeline System.
2Owns the Southern Access Extension Project.
3Includes Alliance Pipeline Limited Partnership in Canada and Alliance Pipeline L.P. in the US.
141


 Ownership
 
 
December 31,Interest
2017
2016
(millions of Canadian dollars) 
 
 
EQUITY INVESTMENTS 
 
 
Liquids Pipelines 
 
 
Bakken Pipeline System1
27.6%1,938

Eddystone Rail Company, LLC100.0%
19
Seaway Crude Pipeline System50.0%2,882
3,129
Illinois Extension Pipeline Company, L.L.C.2
65.0%686
759
Other30.0% - 43.8%
87
70
Gas Transmission and Midstream   
Alliance Pipeline3
50.0%375
411
Aux Sable42.7% - 50.0%
300
324
DCP Midstream, LLC4
50.0%2,143

Gulfstream Natural Gas System, L.L.C.4
50.0%1,205

Nexus Gas Transmission, LLC4
50.0%834

Offshore - various joint ventures22.0% - 74.3%
389
435
PennEast Pipeline Company LLC4
20.0%69

Sabal Trail Transmission, LLC5
50.0%2,355

Southeast Supply Header L.L.C.4
50.0%486

Steckman Ridge LP4
49.5%221

Texas Express Pipeline35.0%430
484
Vector Pipeline L.P.60.0%169
159
Other4
33.3% - 50.0%
34
4
Gas Distribution   
Noverco Common Shares38.9%

Other4
50.0%15

Green Power and Transmission   
Eolien Maritime France SAS6
50.0%69
58
Hohe See Offshore Wind Project7
50.0%763

Rampion Offshore Wind Project24.9%555
345
Other19.0% - 50.0%
95
100
Eliminations and Other   
Other19.0% - 42.7%
26
15
OTHER LONG-TERM INVESTMENTS   
Gas Distribution   
Noverco Preferred Shares 371
355
Green Power and Transmission   
Emerging Technologies and Other 80
90
Eliminations and Other   
Other 67
79
  
16,644
6,836
1
On February 15, 2017, EEP acquired an effective 27.6% interest in the Dakota Access and Energy Transfer Crude Oil Pipelines (collectively, the Bakken Pipeline System) for a purchase price of $2 billion (US$1.5 billion). The Bakken Pipeline System was placed into service on June 1, 2017. For details regarding our funding arrangement, refer to Note 19 - Noncontrolling Interests.
2Owns the Southern Access Extension Project.
3Certain assets of the Alliance Pipeline are pledged as collateral to Alliance Pipeline lenders.
4
On February 27, 2017, we acquired Spectra Energy's interests in DCP Midstream, Gulfstream Natural Gas System, L.L.C, Nexus, PennEast, Southeast Supply Header L.L.C., Steckman Ridge LP and other equity investments as part of the Merger Transaction (Note 7).
5
On February 27, 2017, we acquired Spectra Energy's consolidated interest in Sabal Trail as part of the Merger Transaction (Note 7). On July 3, 2017, Sabal Trail was placed into service and the assets, liabilities, and noncontrolling interests were deconsolidated as at the in-service date.
6On May 19, 2016, we acquired a 50% equity interest in Eolien Maritime France SAS.
7On February 8, 2017, we acquired an effective 50% interest in EnBW Hohe See GmbH & Co. KG.

4Includes Aux Sable Canada LP in Canada and Aux Sable Liquid Products LP and Aux Sable Midstream LLC in the US.
5Our ownership in DCP Midstream, LLC (DCP Midstream) holds an interest of 56.5% in DCP Midstream, LP.
6Includes Vector Pipeline Limited Partnership in Canada and Vector Pipeline L.P. in the US.

Equity investments include the unamortized excess of the purchase price over the underlying net book value of the investees’ assets at the purchase date. As at December 31, 2017,2020, this was comprised of $2.0$1.8 billion in Goodwill and $643$657 millionin amortizable assets. As at December 31, 2016,2019, this was comprised of $859 million$2.1 billion in Goodwill and $687$681 million in amortizable assets.


For the years ended December 31, 2017, 20162020, 2019 and 2015, dividends2018, distributions received from equity investments were$1.4 $2.1 billion,, $825 million $2.2 billion and$719 million, $2.8 billion, respectively.


Summarized combined financial information of our interest in unconsolidated equity investments (presented at 100%) is as follows:
Year Ended December 31,
202020192018
(millions of Canadian dollars)
Operating revenues13,987 15,687 19,217 
Operating expenses12,223 13,153 15,634 
Earnings2,306 3,016 2,954 
Earnings attributable to Enbridge

1,136 1,503 1,509 
 Year Ended December 31,
 201720162015
 Seaway
Other
Total
Seaway
Other
Total
Seaway
Other
Total
(millions of Canadian dollars)         
Operating revenues959
15,254
16,213
938
3,164
4,102
833
3,054
3,887
Operating expenses286
12,911
13,197
293
3,051
3,344
263
2,210
2,473
Earnings672
2,056
2,728
643
(2)641
566
512
1,078
Earnings attributable to controlling interests336
926
1,262
322
147
469
283
207
490
December 31, 2020December 31, 2019
(millions of Canadian dollars)
Current assets3,136 2,481 
Non-current assets45,955 48,942 
Current liabilities3,539 4,047 
Non-current liabilities19,639 18,126 
Noncontrolling interests3,810 2,779 
 December 31, 2017December 31, 2016
 Seaway
Other
Total
Seaway
Other
Total
(millions of Canadian dollars)      
Current assets106
3,432
3,538
86
842
928
Non-current assets3,329
41,697
45,026
3,651
12,264
15,915
Current liabilities143
3,311
3,454
172
831
1,003
Non-current liabilities13
13,582
13,595
13
5,121
5,134
Noncontrolling interests
3,191
3,191



Eddystone Rail Company, LLC
On October 19, 2017, we sold all assets related to Eddystone Rail Company, LLC (Eddystone Rail) in exchange for the remaining 25% interest of the joint venture. As a result, Eddystone Rail is now 100% owned and carried at nil value.

During the year ended December 31, 2016, we recorded an investment impairment of $184 million related to our 75% joint venture interest in Eddystone Rail at the time, which is held through Enbridge Rail (Philadelphia) L.L.C., a wholly-owned subsidiary. Eddystone Rail is a rail-to-barge transloading facility located in the greater Philadelphia, Pennsylvania area that delivers Bakken and other light sweet crude oil to Philadelphia area refineries. Due to a significant decrease in price spreads between Bakken crude oil and West Africa/Brent crude oil and increased competition in the region, demand for Eddystone Rail services dropped significantly, which led to the completion of an impairment test. The impairment charge is presented within Income from equity investments on the Consolidated Statements of Earnings. The investment in Eddystone Rail is a part of our Liquids Pipelines segment.

The impairment charge was based on the amount by which the carrying value of the asset exceeded fair value, determined using an adjusted net worth approach. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of Eddystone Rail.

Aux Sable
During the year ended December 31, 2016, Aux Sable recorded an asset impairment charge of $37 million related to certain underutilized assets at Aux Sable US' NGL extraction and fractionation plant.


Sabal Trail Transmission, LLC
On July 3, 2017, Sabal Trail was placed into service. In accordance with the Sabal Trail LLC Agreement, upon the in-service date, the power to direct Sabal Trail’s activities become shared with its members. We are no longer the primary beneficiary and deconsolidated the assets, liabilities and noncontrolling interests related to Sabal Trail as at the in-service date.

At deconsolidation, our 50% interest in Sabal Trail was recorded at its fair value of $2.3 billion (US$1.9 billion), which approximated its carrying value as a long-term equity investment. As a result, there was no gain or loss recognized for the year ended December 31, 2017 related to the remeasurement of the retained equity interest to its fair value. The fair value was determined using the income approach which is based on the present value of the future cash flows.


Noverco Inc.
As at December 31, 20172020 and 2016,2019, we owned an equity interest in Noverco through our ownership of 38.9% of its common shares and an investment in preferred shares. The preferred shares are entitled to a cumulative preferred dividend based on the average yield of Government of Canada bonds maturing in 10 years plus a margin of 4.38%.

As at December 31, 20172020 and 2016,2019, Noverco owned an approximate 1.9%0.2% and 3.4%0.5% reciprocal shareholding in our common shares, respectively. Through secondary offerings, Noverco purchased 1.2sold 1.0 million common shares in February 2016.March 2020, 5.7 million common shares in August 2020 and 11.6 million common shares in January 2019. Shares purchased and sold in this transaction were treated as treasury stock on the Consolidated Statements of Changes in Equity.
 
As a result of Noverco’s reciprocal shareholding in our common shares, as at December 31, 20172020 and 2016,2019, we had an indirect pro-rata interest of 0.7%0.1% and 1.3%0.2%, respectively, in our own shares. Both the equity investment in Noverco and shareholders’ equity have been reduced by the reciprocal shareholding of $102$29 million and $51 million as at December 31, 20172020 and 2016.2019. Noverco records dividends paid fromby us as dividend income and we eliminate these dividends from our equity earnings of Noverco. We record our pro-rata share of dividends paid by us to Noverco as a reduction of dividends paid and an increase in our investment in Noverco.


142


13.Impairment of Equity Investments

Steckman Ridge, LP
Steckman Ridge, LP (Steckman Ridge) is engaged in the storage of natural gas, is owned 50% by Enbridge and is recorded as an equity method investment. During the third quarter, Steckman Ridge’s forecasted performance was adjusted for the expectation that future available capacity will be re-contracted at lower than expected rates and an other than temporary impairment loss on our investment of $221 million for the year ended December 31, 2020 was recorded based on a discounted cash flow analysis. The carrying value of this investment as at December 31, 2020 and 2019 was $90 million and $222 million, respectively.

Southeast Supply Header, L.L.C.
Southeast Supply Header, L.L.C. (SESH) provides natural gas transmission services from east Texas and northern Louisiana to the southeast markets of the Gulf Coast. SESH is owned 50% by Enbridge and is recorded as an equity method investment. The forecasted performance of SESH was revised in the third quarter to reflect downward revisions to future negotiated rates as well as higher than expected available capacity levels, caused primarily by a significant contract expiry. An other than temporary impairment loss on our investment of $394 million for the year ended December 31, 2020 was recorded based on a discounted cash flow analysis. The carrying value of this investment as at December 31, 2020 and 2019 was $84 million and $484 million, respectively.

DCP Midstream, LLC
DCP Midstream, a 50% owned equity method investment of Enbridge, holds an equity interest in DCP Midstream, LP. A decline in the market price of DCP Midstream, LP’s publicly traded units during the first quarter of 2020 resulted in an other than temporary impairment loss on our investment in DCP Midstream of $1.7 billion for the year ended December 31, 2020. In addition, we incurred losses of $324 million through our equity earnings pick up in relation to asset and goodwill impairment losses recorded by DCP Midstream, LP. The carrying value of our investment in DCP Midstream as at December 31, 2020 and 2019 was $331 million and $2.2 billion, respectively.

Our investments in Steckman Ridge, SESH, and DCP Midstream form part of our Gas Transmission and Midstream segment. The impairment losses were recorded within Impairment of Equity Investments in the Consolidated Statements of Earnings.

14.  RESTRICTED LONG-TERM INVESTMENTS
 
Effective January 1, 2015, we began collecting and setting aside funds to cover future pipeline abandonment costs for all NEBCER regulated pipelines as a result of the NEB’sCER’s regulatory requirements under LMCI. The funds collected are held in trusts in accordance with the NEBCER decision. The funds collected from shippers are reported within Transportation and other services revenues on the Consolidated Statements of Earnings and Restricted long-term investments on the Consolidated Statements of Financial Position. Concurrently, we reflect the future abandonment cost as an increase to Operating and administrative expense on the Consolidated Statements of Earnings and Other long-term liabilities on the Consolidated Statements of Financial Position.


We routinely invest excess cash and various restricted balances in securities such as commercial paper, bankers acceptances, corporate debt securities, Canadian equity securities, treasury bills and money market securities in the United StatesUS and Canada.


143


As at December 31, 20172020 and 2016,2019, we had restricted long-term investments held in trust and classified as heldavailable for sale and carried at fair valueor held to maturity of $267$553 million and $90$434 million, respectively. WeWithin Other long-term liabilities we had estimated future abandonment costs related to LMCI of $151$578 million and $97$454 million as at December 31, 20172020 and 2016, respectively.2019, respectively (Note 7).



14.
15.  INTANGIBLE ASSETS

The following table provides the weighted average amortization rate, gross carrying value, accumulated amortization and net carrying value for each of our major classes of intangible assets:
 Weighted Average Accumulated 
December 31, 2020Amortization RateCost AmortizationNet
(millions of Canadian dollars)    
Customer relationships5.0 %724 (139)585 
Power purchase agreements4.5 %63 (18)45 
Project agreement1
4.0 %153 (21)132 
Software10.5 %2,292 (1,334)958 
Other intangible assets2
2.7 %456 (96)360 
  3,688 (1,608)2,080 
 Weighted Average
  
 Accumulated
  
December 31, 20171
Amortization Rate
 Cost 
 Amortization
 Net
(millions of Canadian dollars) 
  
  
  
Customer relationships3.5% 967
 41
 926
Power purchase agreements3.5% 99
 17
 82
Project agreement2
4.0% 150
 3
 147
Software11.3% 1,760
 714
 1,046
Other intangible assets3
4.4% 1,162
 96
 1,066
  
 4,138
 871
 3,267

 Weighted Average Accumulated 
December 31, 2019Amortization RateCost AmortizationNet
(millions of Canadian dollars)    
Customer relationships5.0 %734 (104)630 
Power purchase agreements4.5 %64 (16)48 
Project agreement1
4.0 %156 (16)140 
Software11.0 %2,115 (1,141)974 
Other intangible assets2
2.9 %463 (82)381 
  3,532 (1,359)2,173 
1 Certain assets were reclassified as held for sale as at December 31, 2017 (Note 7).
2 Represents a project agreement acquired from the Merger Transaction (Note 7).merger of Enbridge and Spectra Energy.
32 The measurement of weighted average amortization rate excludes non-depreciable intangible assets.

 Weighted Average
  
 Accumulated
  
December 31, 2016Amortization Rate
 Cost 
 Amortization
 Net
(millions of Canadian dollars) 
  
  
  
Customer relationships3.0% 251
 4
 247
Natural gas supply opportunities3.2% 435
 127
 308
Power purchase agreements3.2% 100
 14
 86
Software11.8% 1,388
 607
 781
Other intangible assets4.8% 213
 62
 151
  
 2,387
 814
 1,573


For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, our amortization expense related to intangible assets totaled $280$294 million, $177$296 million and $158$281 million, respectively. The following table presents our forecast ofexpected amortization expense associated with existing intangible assets for the years indicated as follows in millions of Canadian dollars:follows:
20212022202320242025
Forecast of amortization expense
(millions of Canadian dollars)
298270245222202

144
20182019202020212022
264240217197179


15.  GOODWILL


 
Liquids
Pipelines

Gas
Transmission & Midstream

Gas
Distribution

Green Power
and
Transmission

Energy
Services

Eliminations
and Other

Consolidated
(millions of Canadian dollars) 
 
 
 
 
 
 
Gross Cost       
Balance at January 1, 201660
458
7

2
13
540
Foreign exchange and other(1)(1)



(2)
Balance at December 31, 201659
457
7

2
13
538
Acquired in Merger Transaction (Note 7)
8,070
22,914
5,672



36,656
Sabal Trail deconsolidation (Note 12)

(966)    (966)
Disposition(29)




(29)
Foreign exchange and other(314)(866)



(1,180)
Balance at December 31, 20177,786
21,539
5,679

2
13
35,019
Accumulated Impairment       
Balance at January 1, 2016
(440)(7)

(13)(460)
Impairment






Balance at December 31, 2016
(440)(7)

(13)(460)
Impairment
(102)



(102)
Balance at December 31, 2017
(542)(7)

(13)(562)
Carrying Value       
Balance at December 31, 201659
17


2

78
Balance at December 31, 20177,786
20,997
5,672

2

34,457
16.  GOODWILL

Liquids
Pipelines
Gas
Transmission and Midstream
Gas
Distribution and Storage
Energy
Services
Consolidated
(millions of Canadian dollars)
Balance at January 1, 20198,324 20,777 5,356 34,459 
Foreign exchange and other(373)(933)(1,306)
Balance at December 31, 20191,2
7,951 19,844 5,356 33,153 
Foreign exchange and other(123)(364)0 0 (487)
Acquisition0 0 22 0 22 
Balance at December 31, 20201,2
7,828 19,480 5,378 2 32,688 
ACQUISITION AND DISPOSITION
In 2017, we recognized $36.7 billion1 Gross cost of goodwill on the Merger Transaction and derecognized $29 million of goodwill on the disposition of Olympic Pipeline.

IMPAIRMENT
Gas Transmission and Midstream
US Midstream
During the year endedas at December 31, 2017, we recorded a goodwill2020 and 2019 was $34.3 billion and $34.7 billion, respectively.
2 Accumulated impairment charge of $102 million related to certain assets in our Gas Transmission and Midstream segment classified as held for sale (Note 7). Goodwill was allocated to certain disposal groups qualifying as a business based on a relative fair value approach. In connection with the write-down of the carrying values of the assets held for sale to its fair value less costs to sell, the related goodwill was impaired. The fair value of these assets were estimated using the discounted cash flow method, which was negatively impacted by prolonged decline in commodity prices and deteriorating business performance. We also performed goodwill impairment testing on the associated gas midstream reporting unit resulting in no additional impairment charge. 

The estimate of the gas midstream reporting unit’s fair value required the use of significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of the reporting unit.


Enbridge Energy Partners, L.P.
During the year endedat December 31, 2015, we recorded a goodwill impairment loss of $440 million ($167 million after-tax attributable to us) related to EEP’s natural gas2020 and NGL businesses, which EEP held directly and indirectly through its partially-owned subsidiary, MEP. Due to a prolonged decline in commodity prices, reduction in producers’ expected drilling programs negatively impacted forecasted cash flows from EEP’s natural gas and NGL systems. This change in circumstance led to the completion of an impairment test, resulting in a full impairment of goodwill on EEP’s natural gas and NGL businesses.2019 was $1.6 billion .

In performing the impairment assessment, EEP measured the fair value of its reporting units primarily by using a discounted cash flow analysis and it also considered overall market capitalization of its business, cash flow measurement data and other factors. EEP’s estimate of fair value required it to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of its reporting units.

16.17.  ACCOUNTS PAYABLE AND OTHER

December 31,20202019
(millions of Canadian dollars)
Trade payables and operating accrued liabilities3,497 4,536 
Construction payables and contractor holdbacks855 804 
Current derivative liabilities896 920 
Dividends payable1,728 1,678 
Taxes payable622 778 
Current deferred credits978 652 
Other652 583 
9,228 9,951 

145
December 31,2017
2016
(millions of Canadian dollars)  
Trade payables and operating accrued liabilities5,135
3,718
Construction payables and contractor holdbacks706
712
Current derivative liabilities1,130
1,941
Dividends payable1,169
29
Other1,338
895
 9,478
7,295


17.  DEBT


 Weighted Average
    
  
December 31,Interest Rate
 Maturity 2017
 2016
(millions of Canadian dollars) 
    
  
Enbridge Inc. 
    
  
United States dollar term notes1
4.1% 2022-2046 5,889
 4,968
Medium-term notes4.4% 2019-2064 5,698
 4,498
Fixed-to-floating subordinated term notes2,3
5.6% 2077 3,843
 1,007
Floating rate notes4
  2019-2020 2,254
 1,171
Commercial paper and credit facility draws5
2.3% 2019-2022 2,729
 4,672
Other6
 
   3
 4
Enbridge (U.S.) Inc. 
      
Medium-term notes7
    
 14
Commercial paper and credit facility draws8
2.1% 2019 490
 126
Enbridge Energy Partners, L.P. 
      
Senior notes9
6.2% 2018-2045 6,328
 6,781
Junior subordinated notes10
  2067 501
 537
Commercial paper and credit facility draws11
2.3% 2019-2022 1,820
 2,226
Enbridge Gas Distribution Inc. 
      
Medium-term notes4.5% 2020-2050 3,695
 3,904
Debentures9.9% 2024 85
 85
Commercial paper and credit facility draws1.4% 2019 960
 351
Enbridge Income Fund 
      
Medium-term notes4.3% 2018-2044 1,750
 2,075
Commercial paper and credit facility draws2.9% 2020 755
 225
Enbridge Pipelines (Southern Lights) L.L.C. 
      
Senior notes12
4.0% 2040 1,207
 1,342
Enbridge Pipelines Inc. 
      
Medium-term notes13
4.5% 2018-2046 4,525
 4,525
Debentures8.2% 2024 200
 200
Commercial paper and credit facility draws14
1.5% 2019 1,438
 1,032
Other6
 
   4
 4
Enbridge Southern Lights LP 
      
Senior notes4.0% 2040 315
 323
Midcoast Energy Partners, L.P. 
    
  
Senior notes15
4.1% 2019-2024 501
 537
Commercial paper and credit facility draws16
 
   
 564
Spectra Energy Capital17 
       
Senior notes18
5.3% 2018-2038 1,665
 
Spectra Energy Partners, LP17

       
Senior secured notes19
6.1% 2020 138
 
Senior notes20
2.7% 2018-2045 7,192
 
Floating rate notes21
  2020 501
 
Commercial paper and credit facility draws22
2.0% 2022 2,824
 
Union Gas Limited17
       
Medium-term notes4.2% 2018-2047 3,490
 
Senior debentures8.7% 2018 75
 
Debentures8.7% 2018-2025 250
 
Commercial paper and credit facility draws1.3% 2021 485
 
Westcoast Energy Inc.17

       
Senior secured notes6.4% 2019 66
 
Medium-term notes4.7% 2019-2041 2,177
 
Debentures8.6% 2018-2026 525
 
Fair value adjustment - Spectra Energy acquisition    1,114
 
Other23
 
   (312) (226)
Total debt 
   65,180
 40,945
Current maturities 
   (2,871) (4,100)
Short-term borrowings24
 
   (1,444) (351)
Long-term debt 
   60,865
 36,494
12017 - US$4,700 million; 2016 - US$3,700 million.
22017 - $1,650 million and US$1,750 million; 2016 - US$750 million. For the initial 10 years, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal the three-month Bankers' Acceptance Rate or London Interbank Offered Rate (LIBOR) plus a margin.

3The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
42017 - $750 million and US$1,200 million; 2016 - $500 million and US$500 million. Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus a margin of 59 basis points or LIBOR plus a margin of 40 or 70 basis points.
52017 - $1,593 million and US$907 million; 2016 - $3,600 million and US$799 million.
6Primarily capital lease obligations.
72016 - US$10 million.
82017 - US$391 million; 2016 - US$94 million.
92017 - US$5,050 million; 2016 - US$5,050 million.
102017 - US$400 million; 2016 - US$400 million. Carries an interest rate equal to the three-month LIBOR plus a margin of 379.75 basis points.
112017 - US$1,453 million; 2016 - US$1,658 million.
122017 - US$963 million; 2016 - US$1,000 million.
13Included in medium-term notes is $100 million with a maturity date of 2112.
142017 - $1,080 million and US$286 million; 2016 - $750 million and US$210 million.
152017 - US$400 million; 2016 - US$400 million.
162016 - US$420 million.
17Debt acquired on February 27, 2017 in conjunction with the Merger Transaction (Note 7).
182017 - US$1,329 million.
192017 - US$110 million.
202017 - US$5,740 million.
212017 - US$400 million. Carries an interest rate equal to the three-month LIBOR plus a margin of 70 basis points.
222017 - US$2,254 million.
23Primarily debt discount and debt issue costs.
24Weighted average interest rate - 1.4%; 2016 - 0.8%.

SECURED18.  DEBT
Senior secured
 Weighted Average   
December 31,
Interest Rate9
Maturity20202019
(millions of Canadian dollars)    
Enbridge Inc.    
US dollar senior notes3.8 %2022-20498,536 8,689 
Medium-term notes3.8 %2021-20648,323 7,623 
Fixed-to-fixed subordinated term notes1
2.8 %20801,274 
Fixed-to-floating rate subordinated term notes2
5.9 %2077-20786,477 6,550 
Floating rate notes3
2022956 1,556 
Commercial paper and credit facility draws0.8 %2021-20248,719 5,210 
Other4
  5 
Enbridge (U.S.) Inc.  
Commercial paper and credit facility draws0.3 %2022-2024492 1,734 
Other4
7 
Enbridge Energy Partners, L.P. 
Senior notes6.0 %2021-20453,886 3,955 
Enbridge Gas Inc.
Medium-term notes3.9 %2021-20508,485 7,685 
Debentures9.1 %2024-2025210 210 
Commercial paper and credit facility draws0.3 %20221,121 898 
Enbridge Pipelines (Southern Lights) L.L.C. 
Senior notes4.0 %20401,038 1,129 
Enbridge Pipelines Inc.  
Medium-term notes5
4.2 %2022-20494,775 5,125 
Debentures8.2 %2024200 200 
Commercial paper and credit facility draws0.3 %20221,278 2,030 
Enbridge Southern Lights LP 
Senior notes4.0 %2040257 272 
Spectra Energy Capital, LLC
Senior notes7.1 %2032-2038220 224 
Spectra Energy Partners, LP
Senior secured notes0 143 
Senior notes4.0 %2021-20488,332 8,481 
Floating rate notes0 519 
Westcoast Energy Inc.
Medium-term notes4.5 %2021-20411,625 1,875 
Debentures8.1 %2025-2026275 375 
Fair value adjustment750 844 
Other6
  (344)(369)
Total debt7
  66,897 64,963 
Current maturities  (2,957)(4,404)
Short-term borrowings8
  (1,121)(898)
Long-term debt  62,819 59,661 
1For the initial 10 years, the notes totaling $206carry a fixed interest rate. Subsequently, the interest rate will be set to equal to the Five-Year US Treasury Rate plus a margin of 5.31% from years 10 to 30 and a margin of 6.06% from years 30 to 60.
2For the initial 10 years, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal to the Canadian Dollar Offered Rate (CDOR) or the London Interbank Offered Rate (LIBOR) plus a margin. The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
3The notes carry an interest rate equal to the three-month LIBOR plus a margin of 50 basis points.
4Primarily capital lease obligations.
5Included in medium-term notes is $100 million with a maturity date of 2112.
6Primarily unamortized discounts, premiums and debt issuance costs.
72020 - $35.4 billion and US$24.4 billion; 2019 - $33.4 billion and US$23.9 billion. Totals exclude capital lease obligations, unamortized discounts, premiums and debt issuance costs and fair value adjustment.
8Weighted average interest rates on outstanding commercial paper were 0.3% as at December 31, 2017, includes project financings for M&N Canada2020 (2019 - 2.0%).
9Calculated based on term notes, debentures, commercial paper and Express-Platte System. Ownership interests in M&N Canada and certain of its accounts, revenues, business contracts and other assets are pledgedcredit facility draws outstanding as collateral. Express-Platte System notes payable are secured by the assignment of the Express-Platte System transportation receivables and by the Canadian portion of the Express-Platte pipeline system assets.at December 31, 2020.


As at December 31, 2020, all outstanding debt was unsecured.
146


CREDIT FACILITIES
The following table provides details of our committed credit facilities as at December 31, 2017:2020:
 Total  
MaturityFacilities
Draws1
Available
(millions of Canadian dollars)    
Enbridge Inc.2021-202411,854 8,719 3,135 
Enbridge (U.S.) Inc.2022-20247,007 492 6,515 
Enbridge Pipelines Inc.
20222
3,000 1,278 1,722 
Enbridge Gas Inc.
20222
2,000 1,121 879 
Total committed credit facilities 23,861 11,610 12,251 
  2017
  Total
 
 
December 31,MaturityFacilities
Draws1

Available
(millions of Canadian dollars)  
 
 
Enbridge Inc.2
2019-20227,353
2,737
4,616
Enbridge (U.S.) Inc.20193,590
490
3,100
Enbridge Energy Partners, L.P.3
2019-20223,289
1,820
1,469
Enbridge Gas Distribution Inc.20191,016
972
44
Enbridge Income Fund20201,500
766
734
Enbridge Pipelines (Southern Lights) L.L.C.201925

25
Enbridge Pipelines Inc.20193,000
1,438
1,562
Enbridge Southern Lights LP20195

5
Spectra Energy Partners, LP4,5
20223,133
2,824
309
Union Gas Limited5
2021700
485
215
Westcoast Energy Inc.5
2021400

400
Total committed credit facilities 24,011
11,532
12,479
1Includes facility draws and commercial paper issuances that are back-stopped by the credit facility.
1Includes facility draws, letters of credit and commercial paper issuances that are back-stopped by the credit facility.
2
Includes $135 million, $157 million (US$125 million) and $150 million of commitments that expire in 2018, 2018 and 2020, respectively.
2Maturity date is inclusive of the one-year term out option.
3
Includes $219 million (US$175 million) and $232 million (US$185 million) of commitments that expire in 2018 and 2020, respectively.
4
Includes $421 million (US$336 million) of commitments that expire in 2021.
5Committed credit facilities acquired on February 27, 2017 in conjunction with the Merger Transaction (Note 7).
 


During the first quarter of 2017,On February 24, 2020, Enbridge establishedInc. entered into a five-year, termtwo year, non-revolving credit facility for $239 million (¥20,000 million)US$1.0 billion with a syndicate of Japanese banks.  lenders.


On February 25, 2020, Enbridge Inc. entered into two, one year, non-revolving, bilateral credit facilities for a total of US$500 million.

On March 31, 2020, Enbridge Inc. entered into a one year, revolving, syndicated credit facility for $1.7 billion. On April 9, 2020, Enbridge Inc. exercised an accordion provision and increased the facility to $3.0 billion.

On July 23 and 24, 2020, we extended approximately $10.0 billion of our 364 day extendible credit facilities to July 2022, inclusive of a one-year term out provision.

On February 10, 2021, we entered into a three year, sustainability linked credit facility for $1.0 billion with a syndicate of lenders. As a result of the sustainability linked credit facility and other financing activities completed in 2020, and our current liquidity position, we concurrently cancelled a one year, revolving, syndicated credit facility for $3.0 billion ahead of its scheduled March 2021 maturity.

In addition to the committed credit facilities noted above, we have $792maintain $849 million of uncommitted demand letter of credit facilities, of which $518$533 million were unutilized as at December 31, 2017.2020. As at December 31, 2016,2019, we had $335$916 million of uncommitted demand letter of credit facilities, of which $177$476 million were unutilized.
 
CreditOur credit facilities carry a weighted average standby fee of 0.2%0.3% per annum on the unused portion and draws bear interest at market rates. Certain credit facilities serve as a back-stop to the commercial paper programs and we have the option to extend such facilities, which are currently setscheduled to mature from 20192021 to 2022.2024.


As at December 31, 20172020 and 2016,2019, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $10,055 million$9.9 billion and $7,344 million,$9.0 billion, respectively, are supported by the availability of long-term committed credit facilities and, therefore, have been classified as long-term debt.


147


LONG-TERM DEBT ISSUANCES
TheDuring the year ended December 31, 2020, we completed the following are long-term debt issuances made during 2017totaling $2.5 billion and 2016:
US$2.1 billion:
CompanyIssue DatePrincipal Amount
(millions of Canadian dollars unless otherwise stated)
Enbridge Inc.
May 2017February 2020
Floating rate notes due May 2019February 20221
US$750
June 2017May 20203.19% medium-term notes due December 2022450
June 20173.20% medium-term notes due June 2027450
$750
June 2017May 20204.57%2.44% medium-term notes due March 2044June 2025300
$550
June 2017July 2020
Floating rateFixed-to-fixed subordinated term notes due June 2020July 20802
US$500
1,000
Enbridge Gas Inc.July 2017
April 20202.90% medium-term notes due April 2030$600
April 20203.65% medium-term notes due April 2050$600
Spectra Energy Partners, LP
October 2020
3.10% senior notes due July 2022
US$700
July 20173.70% senior notes due July 2027US$700
July 2017
Fixed-to-floating rate subordinated notes due July 2077October 20403
US$1,000300 
September 2017
Fixed-to-floating rate subordinated notes due September 20774
1,000
October 2017
Fixed-to-floating rate subordinated notes due September 20774
650
October 2017
Floating rate notes due January 20205
US$700
November 20164.25% medium-term notes due December 2026US$750
November 20165.50% medium-term notes due December 2046US$750
December 2016
Fixed-to-floating rate subordinated notes due January 20776
US$750
Enbridge Gas Distribution Inc.

November 20173.51% medium-term notes due November 2047300
August 20162.50% medium-term notes due August 2026300
Enbridge Pipelines Inc.

August 20163.00% medium-term notes due August 2026400
August 20164.13% medium-term notes due August 2046400
Spectra Energy Partners, LP
June 2017
Floating rate notes due June 20207
US$400
Union Gas Limited
November 20172.88% medium-term notes due November 2027250
November 20173.59% medium-term notes due November 2047250
1
Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus 59 basis points.
2Carries an interest rate equal to the three-month LIBOR plus 70 basis points.
3Matures in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 5.5%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 342 basis points from year 10 to 30, and a margin of 417 basis points from year 30 to 60.
4Matures in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 5.4%. Subsequently, the interest rate will be set to equal the three-month Bankers' Acceptance Rate plus a margin of 325 basis points from year 10 to 30, and a margin of 400 basis points from year 30 to 60.
5Carries an interest rate equal to the three-month LIBOR plus 40 basis points.
6Matures in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 6.0%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 389 basis points from year 10 to 30, and a margin of 464 basis points from year 30 to 60.
7Carries an interest rate equal to the three-month LIBOR plus 70 basis points.

1Notes mature in two years and carry an interest rate set to equal the three-month LIBOR plus a margin of 50 basis points.
2Notes mature in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 5.75%. Subsequently, the interest rate will be set to equal the Five-Year US Treasury Rate plus a margin of 5.31% from years 10 to 30 and a margin of 6.06% from years 30 to 60.
3Issued through Texas Eastern Transmission, L.P., a wholly-owned operating subsidiary of SEP.

LONG-TERM DEBT REPAYMENTS
TheDuring the year ended December 31, 2020, we completed the following are long-term debt repayments during 2017totaling $1.7 billion and 2016:
US$2.1 billion, respectively:
CompanyRetirement/Repayment DatePrincipal Amount
(millions of Canadian dollars unless otherwise stated)
Enbridge Inc.
March 2017January 2020Floating rate notenotes500
US$700
April 2017March 20205.60%4.53% medium-term notesUS$400
$500
June 20172020Floating rate notenotesUS$500
May 2016November 20205.17%4.85% medium-term notes400
$100
Enbridge Gas Inc.August 20165.00%
November 20204.04% medium-term notes300
$400
October 2016Floating rate noteUS$350
Enbridge Energy Partners, L.P.
December 20165.88% senior notesUS$300
Enbridge Gas Distribution Inc.
April 20171.85% medium-term notes300
December 20175.16% medium-term notes200
Enbridge Income Fund
June 20175.00% medium-term notes100
December 20172.92% medium-term notes225
November 2016Floating rate note330
Enbridge Pipelines (Southern Lights) L.L.C.
June and December 201720203.98% medium-term note due June 2040senior notesUS$37
56
Enbridge Pipelines Inc.June and December 20163.98% medium-term note due June 2040US$30
April 20204.45% medium-term notes$350
Enbridge Southern Lights LP
June 20174.01% medium-term note due June 20407
June and December 201620204.01% medium-term note due June 2040senior notes14
$15
Spectra Energy Capitals, LLC
July and September 20171,3
8.00% senior notes due 2019US$500
July 20172,3
Senior notes carrying interest ranging from 3.3% to 7.5% due 2018 to 2038US$761
Spectra Energy Partners, LP
September 20176.00% senior notesUS$400
June and December 20177.39% subordinated secured notesUS$12
Union Gas Limited
November 20179.70% debentures125
Westcoast Energy Inc.
May and November 20176.90% senior secured notes26
May and November 20174.34% senior secured notes24
1On July 7, 2017 and September 8, 2017, Enbridge and Spectra Energy Capital, LLC (Spectra Capital) completed a cash tender offer for and follow-up redemption of Spectra Capital’s outstanding 8.0%January 20206.09% senior unsecuredsecured notesUS$111
June 2020Floating rate notesUS$400
October 20204.13% senior notes due 2019. The aggregate principal amount tendered and redeemed was 2020US$500 million. Spectra Capital paid the consenting note holders an aggregate cash consideration of US$581 million.300
Westcoast Energy Inc.
2On July 13, 2017, pursuant to a cash tender offer, Spectra Capital purchased a portion of the principal amount of its outstanding senior unsecured notes carrying interest rates ranging from 3.3% to 7.5%, with maturities ranging from one to 21 years. The principal amount tendered and accepted was US$761 million. Spectra Capital paid the consenting note holders an aggregate cash consideration of US$857 million.January 20209.90% debentures$100
3July 2020The loss on debt extinguishment of $50 million (US$38 million), net of the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.4.57% medium-term notes$250





DEBT COVENANTS
Our credit facility agreements and term debt indentures include standard events of default and covenant provisions whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at December 31, 2017,2020, we were in compliance with all debt covenants.


148


INTEREST EXPENSE
Year ended December 31,202020192018
(millions of Canadian dollars)   
Debentures and term notes2,913 2,783 3,011 
Commercial paper and credit facility draws123 273 171 
Amortization of fair value adjustment(54)(67)(131)
Capitalized interest(192)(326)(348)
 2,790 2,663 2,703 

Year ended December 31,2017
2016
2015
(millions of Canadian dollars) 
 
 
Debentures and term notes3,011
1,714
1,805
Commercial paper and credit facility draws206
197
172
Amortization of fair value adjustment - Spectra Energy acquisition(270)

Capitalized(391)(321)(353)
 2,556
1,590
1,624

18.19.  ASSET RETIREMENT OBLIGATIONS
 
Our AROsARO relate mostly to the retirement of pipelines, renewable power generation assets, obligations related to right-of way agreements and contractual leases for land use.


The liability for the expected cash flows as recognized in the financial statements reflected discount rates ranging from 1.8% to 9.0%.

A reconciliation of movements in our ARO liabilities is as follows:
December 31,20202019
(millions of Canadian dollars)
Obligations at beginning of year520 989 
Liabilities disposed0 (59)
Liabilities incurred0 15 
Liabilities settled(30)(12)
Change in estimate and other0 (417)
Foreign currency translation adjustment(6)(18)
Accretion expense12 22 
Obligations at end of year496 520 
Presented as follows:
Accounts payable and other56 
Other long-term liabilities440 513 
496 520 

December 31,2017
2016
(millions of Canadian dollars)  
Obligations at beginning of year232
198
Liabilities acquired546

Liabilities incurred
2
Liabilities settled(22)(33)
Change in estimate18
63
Foreign currency translation adjustment(12)(5)
Accretion expense31
7
Obligations at end of year793
232
Presented as follows:  
Accounts payable and other2
2
Other long-term liabilities791
230
 793
232


19.20.  NONCONTROLLING INTERESTS
 
NONCONTROLLING INTERESTS
The following table provides additional information regarding Noncontrolling interests as presented in our Consolidated Statements of Financial Position:
December 31,20202019
(millions of Canadian dollars)
Algonquin Gas Transmission, L.L.C384 394 
Maritimes & Northeast Pipeline, L.L.C558 579 
Renewable energy assets1,646 1,864 
Westcoast Energy Inc.1
408 527 
2,996 3,364 
1Represents 12 million and 16.6 million cumulative redeemable preferred shares as at December 31, 2020 and 2019, respectively.

149


December 31,2017
2016
(millions of Canadian dollars)  
Enbridge Energy Management, L.L.C.1
34
36
Enbridge Energy Partners, L.P.2
157
(99)
Enbridge Gas Distribution Inc.3
100
100
Renewable energy assets4
806
516
Spectra Energy Partners, LP5,8
5,385

Union Gas Limited6,8
110

Westcoast Energy Inc.7,8
1,005

Other
24
 7,597
577
1Represents the 88.3% of the listed shares of Enbridge Energy Management, L.L.C. (EEM) not held by us as at December 31, 2017 and 2016.
2Represents the 68.2% and 80.2% interest in EEP held by public unitholders as well as interests of third parties in subsidiaries of EEP as at December 31, 2017 and 2016, respectively.
3Represents the four million cumulative redeemable preferred shares held by third parties in EGD as at December 31, 2017 and 2016.
4Represents the tax equity investors' interests in our Magic Valley, Wildcat, Keechi, New Creek and Chapman Ranch wind farms, which are accounted for using the HLBV method, with an additional 20.0% noncontrolling interest in each of the Magic Valley and Wildcat wind farms held by third parties as at December 31, 2017 and 2016.
5Represents the 25.7% interest in SEP held by public unitholders as at December 31, 2017.
6Represents the four million cumulative redeemable preferred shares held by third parties in Union Gas as at December 31, 2017.
7Represents the 16.6 million cumulative redeemable preferred shares and 12 million cumulative first preferred shares as at December 31, 2017 held by third parties in Westcoast Energy Inc., and the 22.0% interest in Maritimes & Northeast Pipeline Limited Partnership held by third parties.
8
Represents noncontrolling interests resulting from the Merger Transaction (Note 7).

Enbridge Energy Partners, L.P.
United States Sponsored Vehicle StrategyWestcoast Preferred Shares Redemption
On April 28, 2017,March 20, 2019, Westcoast Energy Inc. (Westcoast) exercised its right to redeem all of its outstanding 5.5% Cumulative Redeemable First Preferred Shares, Series 7 (Series 7 Shares) and all of its outstanding 5.6% Cumulative Redeemable First Preferred Shares, Series 8 (Series 8 Shares) at a price of $25.00 per Series 7 Share and $25.00 per Series 8 Share, respectively, for a total payment of $300 million. In addition, payment of $4 million was made for all accrued and unpaid dividends. As a result, we completedrecorded a strategic review$300 million decrease in Noncontrolling interests for the year ended December 31, 2019.

On December 16, 2020, Westcoast declared its intent to exercise its right to redeem all of EEPits outstanding Cumulative Redeemable First Preferred Shares, Series 10 (Series 10 Shares) on January 15, 2021 at a price of $25.00 per Series 10 Share, for a par value of $115 million. This amount was included in Accounts payable and tookother in the actions described below.Consolidated Statements of Financial Position as at December 31, 2020. As a result, we recorded a decrease of $112 million, which represents the par value less related issuance costs, in Noncontrolling interests for the year ended December 31, 2020.

US Sponsored Vehicles Buy-in
On August 24, 2018, we entered into a definitive agreement with SEP under which we agreed to acquire all of the outstanding public common units of SEP not already owned by us or our subsidiaries on the basis of 1.111 of our common shares for each common unit of SEP. Upon the closing of the transaction on December 17, 2018, we acquired all of the public common units of SEP and SEP became an indirect, wholly-owned subsidiary of Enbridge. The transaction was valued at $3.9 billion based on the closing price of our common shares on the New York Stock Exchange (NYSE) on December 14, 2018. As a result of these actions,this buy-in, we recorded a decrease in Noncontrolling interests, Additional paid-in capital and Deferred income tax liabilities of $3.0 billion, $642 million and $167 million, respectively.

On September 17, 2018, we entered into definitive agreements with each of EEP and Enbridge Energy Management, L.L.C. (EEM) under which we agreed to acquire all of the outstanding public class A common units of EEP and all of the outstanding public listed shares of EEM not already owned by us or our subsidiaries. Under the agreements, EEP public unitholders received 0.335 of our common shares for each class A common unit of EEP, and EEM public shareholders received 0.335 of our common shares for each listed share of EEM. Upon the closing of the respective transactions on December 20, 2018, we acquired all of the public Class A common units of EEP and shares of EEM, and both EEP and EEM became indirect, wholly-owned subsidiaries of Enbridge. The EEP and EEM transactions were valued at $3.0 billion and $1.3 billion, respectively, based on the closing price of our common shares on the NYSE on December 19, 2018. As a result of the buy-ins, collectedly for EEP and EEM, we recorded an increase in Noncontrolling interests of $458 million, inclusive of foreign currency translation adjustments, and a decrease in Additional paid-in capital and Deferred income tax liabilities of $421$185 million, net of deferred income taxes of $253 million.$3.7 billion and $707 million, respectively.

Acquisition of Midcoast Assets and Privatization of Midcoast Energy Partners, L.P.Canadian Sponsored Vehicle Buy-in
On April 27, 2017,September 17, 2018, we completed our previously-announced merger throughentered into a wholly-owned subsidiary, throughdefinitive agreement with Enbridge Income Fund Holdings Inc. (ENF) under which we privatized MEP by acquiringwould acquire all of the outstanding publicly-heldpublic common unitsshares of MEPENF not already owned by us or our subsidiaries on the basis of 0.735 of our common shares and cash of $0.45 for total considerationeach common share of approximately US$170 million.
On June 28, 2017,ENF. Upon the closing of the transaction on November 8, 2018, we acquired throughall of the public common shares of ENF and ENF become a wholly-owned subsidiary all of EEP’s interest inEnbridge. The transaction, excluding the Midcoast gas gathering and processing business for cash consideration of US$1.3component, was valued at $4.5 billion plus existing indebtedness of MEP of US$953 million.
As a result ofbased on the above transactions, 100% of the Midcoast gas gathering and processing business is now owned by us.


EEP Strategic Restructuring Actions
On April 27, 2017, EEP redeemed all of its outstanding Series 1 Preferred Units held by us at face value of US$1.2 billion through the issuance of 64.3 million Class A common units to us. We also irrevocably waived allclosing price of our rights associated with our ownership of 66.1 million Class D units and 1,000 Incentive Distribution Units of EEP, in exchange forcommon shares on the issuance of 1,000 Class F units. The Class F units are entitled to (i) 13% of all distributions in excess of US$0.295 per EEP unit, but equal to or less than US$0.35 per EEP unit, and (ii) 23% of all distributions in excess of US$0.35 per EEP unit. The irrevocable waiver was effective with respect to distributions declared with a record date after April 27, 2017. In connection with these strategic restructuring actions, EEP reduced its quarterly distribution from US$0.583 per unit to US$0.35 per unit. Further, in conjunction with the restructuring actions, EEP terminated a receivable purchase agreement with a special purpose entity wholly-owned by us.

Finalization of Bakken Pipeline System Joint Funding Agreement
On April 27, 2017, we entered into a joint funding arrangement with EEP. Pursuant to this joint funding arrangement, we own 75% and EEP owns 25% of the combined 27.6% effective interest in the Bakken Pipeline System. Under this arrangement, EEP retains a five-year option to acquire an additional 20% interest in the Bakken Pipeline System. Upon the execution of the joint funding arrangement, EEP repaid the outstanding balanceToronto Stock Exchange on its US$1.5 billion credit agreement with us, which it had drawn upon to fund the initial purchase.

Drop Down of Interest to Enbridge Energy Partners, L.P.
On January 2, 2015, we transferred our 66.7% interest in the United States segment of the Alberta Clipper pipeline, held through a wholly-owned subsidiary, to EEP for aggregate consideration of $1.1 billion (US$1 billion), consisting of approximately $814 million (US$694 million) of Class E equity units issued to us by EEP and the repayment of approximately $359 million (US$306 million) of indebtedness owed to us. Prior to the transfer, EEP owned the remaining 33.3% interest in the United States segment of the Alberta Clipper pipeline.November 7, 2018. As a result of this transfer,buy-in, we recorded a decrease in Redeemable noncontrolling interests and Additional paid-in capital of $4.5 billion and $25 million, respectively, with nil deferred tax impact. As at December 31, 2018, the balance of Redeemable noncontrolling interests was NaN.

150


Renewable Assets
On August 1, 2018, we closed the sale of a 49% interest in all of our Canadian renewable assets and a 49% interest in two US renewable assets to CPP Investments (Note 8). As a result, we recorded an increase in Noncontrolling interests, Additional paid-in capital and Deferred income tax liabilities of $1.2 billion, $79 million and $27 million, respectively, in the third quarter of 2018.

SEP Incentive Distribution Rights
On January 22, 2018, Enbridge and SEP announced the execution of a definitive agreement, resulting in us converting all of our ownership of incentive distribution rights (IDRs) and general partner economic interests in SEP into 172.5 million newly issued SEP common units. As part of the transaction, all of the IDRs were eliminated. As a result of this restructuring, in 2018 we recorded a decrease in Noncontrolling interests of $304 million$1.5 billion and increases in Additional paid-in capital and Deferred income tax liabilities of $218$1.1 billion and $333 million, and $86 million, respectively.

Other 
The EEP partnership agreement does not permit capital deficits to accumulate Subsequently in the capital accounts of any limited partner and thus requires that such capital account deficits be "cured" by additional allocations from the positive capital accounts2018, we acquired all of the other limited partners and the General Partner, generally on a pro-rata basis. Further, as outlined in the EEP partnership agreement, when a limited partner's capital accounts have positive capital balances, such limited partner must allocate its earnings to the General Partner of EEP to reimburse them for previous curing allocations. As a result, earnings attributable to noncontrolling interests in the Consolidated Statements of Earnings for the years ended December 31, 2017 and 2016 were lower by $73 million and higher by $816 million, respectively, due to these reallocations.

On March 13, 2015, EEP completed a publicoutstanding common unit issuance. We participated only to the extent to maintain our 2% general partner interest. The common unit issuance resulted in contributions of $366 million (US$289 million) from noncontrolling interest holders.

REDEEMABLE NONCONTROLLING INTERESTS
The following table presents additional information regarding Redeemable noncontrolling interests as presented in our Consolidated Statements of Financial Position:
Year ended December 31,2017
2016
2015
(millions of Canadian dollars)   
Balance at beginning of year3,392
2,141
2,249
Earnings/(loss) attributable to redeemable noncontrolling interests175
268
(3)
Other comprehensive income/(loss), net of tax   
Change in unrealized loss on cash flow hedges(21)(17)(7)
Other comprehensive loss from equity investees

(12)
Reclassification to earnings of loss on cash flow hedges57
9
4
Foreign currency translation adjustments(6)(3)18
Other comprehensive income/(loss), net of tax30
(11)3
Distributions to unitholders(247)(202)(114)
Contributions from unitholders1,178
591
670
Reversal of cumulative redemption value adjustment attributable to ECT preferred units

(541)
Net dilution loss

(169)(81)(482)
Redemption value adjustment(292)686
359
Balance at end of year4,067
3,392
2,141
Redeemable noncontrolling interests in the Fund as at December 31, 2017, 2016 and 2015 represented56.5%, 45.6% and 40.7%, respectively, of interests in the Fund’s trust units that are held by third parties.

Common Share Issuances
During the years ended December 31, 2017, 2016 and 2015, the following occurred:
Year ended December 31,2017
2016
2015
(millions of Canadian dollars)   
ENF issuance of common shares1:
   
Gross proceeds from the public575
575
700
Gross proceeds from us2
143
143
174
ENF purchase of Fund trust units1,3:
   
Contributions from redeemable noncontrolling interest holders, net of share issue costs552
551
670
Dilution gain/(loss) for redeemable noncontrolling interests5
(4)(355)
Dilution gain/(loss) in Additional paid-in capital(5)4
355
ECT purchase of EIPLP Class A units1,4:
   
Proceeds used by ECT to purchase EIPLP Class A units718
718
874
  Dilution loss for redeemable noncontrolling interests(123)(103)(132)
  Dilution gain in Additional paid-in capital123
103
132
ENF purchase of Fund trust units5:
   
Contributions from redeemable noncontrolling interest holders51
40

Dilution gain/(loss) for redeemable noncontrolling interests(5)(4)
Dilution gain/(loss) in Additional paid-in capital5
4

1These transactions occurred in December 2017, April 2016 and November 2015.
2Concurrent with the public offerings, we subscribed for ENF common shares on a private placement basis to maintain our 19.9% ownership interest in ENF.
3ENF used the proceeds from the common share issuances to purchase additional trust units of the Fund. We did not participate in these offerings, resulting in increases in redeemable noncontrolling interests (2017 - 53.6% to 56.5%; 2016 - 40.7% to 45.6%; 2015 - 34.3% to 40.7%).
4The Fund used a portion of the proceeds from the trust unit issuances to purchase additional common units of ECT, and ECT used the proceeds to purchase additional Class A units of EIPLP, resulting in dilution losses for ECT. These dilution losses resulted in dilution losses for the Fund’s equity investment in ECT and the above-noted dilution gains/(losses) for redeemable noncontrolling interests and Additional paid-in capital.
5For the years ended December 31, 2017, 2016 and 2015, ENF used cash in respect of reinvested dividends and option cash payments from its Dividend Reinvestment Plan (DRIP) to purchase 1.6 million, 1.3 million and nil Fund trust units, respectively, on behalf of the public.


Further to the above, in April 2017, Enbridge and ENF completed the secondary public offering of ENF common shares for gross proceeds of $575 million (the Secondary Offering). To effect the Secondary Offering, we exchanged 21,657,617 Fund units we owned for an equivalent amount of ENF common shares. In order to maintain our 19.9% interest in ENF, we retained 4,309,867 of the common shares we received in the exchange, and sold the balance through the Secondary Offering. Upon closing of the Secondary Offering, our total economic interest in ENF decreased from 86.9% to 84.6% and redeemable noncontrolling interests increased from 45.6% to 53.7%. As a result of the Secondary Offering, we recorded a dilution loss for redeemable noncontrolling interests of $87 million and a dilution gain in Additional paid-in capital of $87 million.

Canadian Restructuring Plan
In September 2015, our unitholdings in the Fund increased upon closing of the Canadian Restructuring Plan (Note 1), resulting in a decrease in redeemable noncontrolling interests.

Upon closing of the Canadian Restructuring Plan, ECT, an equity investment of the Fund, reclassified its Preferred Units from mezzanine equity to liabilities. Accordingly, ECT reduced the recorded redemption value of its Preferred Units to their aggregate par value, resulting in an increase to the Fund’s equity investment in ECT. This resulted in an adjustment to redeemable noncontrolling interests of approximately $541 million.

Upon closing of the Canadian Restructuring Plan, EIPLP, an indirect equity investment of the Fund, issued Special Interest Rights to us which are entitled to Temporary Performance Distribution Rights (TPDR) distributions. TPDR distributions occur when the Fund distribution rate exceeds a payout target and are paid in the form of Class D units. The Class D unitholders receive a distribution each month equal to the per unit amount paid on Class C units of EIPLP, butSEP (refer to be paid in kind in additional Class D units. The issuances of TPDR and additional Class D units resulted in a dilution gain for the Fund’s indirect equity investment in EIPLP, a dilution gain for redeemable noncontrolling interests of $41 million, $30 million and $5 million for the years ended December 31, 2017, 2016 and 2015, respectively, with offsetting dilution losses in Additional paid-in capital.US Sponsored Vehicles Buy-in above).


20.21.  SHARE CAPITAL
 
Our authorized share capital consists of an unlimited number of common shares with no par value and an unlimited number of preference shares.

COMMON SHARES
201720162015202020192018
Number
 Number
 Number
 NumberNumberNumber
December 31,of Shares
Amount
of Shares
Amount
of Shares
Amount
December 31,of SharesAmountof SharesAmountof SharesAmount
(millions of Canadian dollars; number of shares in millions)  (millions of Canadian dollars; number of shares in millions)
Balance at beginning of year943
10,492
868
7,391
852
6,669
Balance at beginning of year2,025 64,746 2,022 64,677 1,695 50,737 
Common shares issued1
33
1,500
56
2,241


Common shares issued in Merger Transaction (Note 7)
691
37,429




Common shares issued in Sponsored Vehicle buy-in (Note 20)
Common shares issued in Sponsored Vehicle buy-in (Note 20)
0 0 297 12,727 
Dividend Reinvestment and Share Purchase Plan25
1,226
16
795
12
646
Dividend Reinvestment and Share Purchase Plan0 0 28 1,181 
Shares issued on exercise of stock options3
90
3
65
4
76
Shares issued on exercise of stock options1 22 69 32 
Balance at end of year1,695
50,737
943
10,492
868
7,391
Balance at end of year2,026 64,768 2,025 64,746 2,022 64,677 
 
1Gross proceeds of $1.5 billion, $2.3 billion and nil for the years ended December 31, 2017, 2016 and 2015, respectively; net issuance costs of nil, $59 million and nil for the years ended December 31, 2017, 2016 and 2015, respectively.

151



PREFERENCE SHARES
202020192018
NumberNumberNumber
December 31,of SharesAmountof SharesAmountof SharesAmount
(millions of Canadian dollars; number of shares in millions)
Preference Shares, Series A5 125 125 125 
Preference Shares, Series B18 457 18 457 18 457 
Preference Shares, Series C2 43 43 43 
Preference Shares, Series D18 450 18 450 18 450 
Preference Shares, Series F20 500 20 500 20 500 
Preference Shares, Series H14 350 14 350 14 350 
Preference Shares, Series J8 199 199 199 
Preference Shares, Series L16 411 16 411 16 411 
Preference Shares, Series N18 450 18 450 18 450 
Preference Shares, Series P16 400 16 400 16 400 
Preference Shares, Series R16 400 16 400 16 400 
Preference Shares, Series 116 411 16 411 16 411 
Preference Shares, Series 324 600 24 600 24 600 
Preference Shares, Series 58 206 206 206 
Preference Shares, Series 710 250 10 250 10 250 
Preference Shares, Series 911 275 11 275 11 275 
Preference Shares, Series 1120 500 20 500 20 500 
Preference Shares, Series 1314 350 14 350 14 350 
Preference Shares, Series 1511 275 11 275 11 275 
Preference Shares, Series 1730 750 30 750 30 750 
Preference Shares, Series 1920 500 20 500 20 500 
Issuance costs(155)(155)(155)
Balance at end of year 7,747 7,747 7,747 

152

 201720162015
 Number
 Number
 Number
 
December 31,of Shares
Amount
of Shares
Amount
of Shares
Amount
(millions of Canadian dollars; number of shares in millions)      
Preference Shares, Series A5
125
5
125
5
125
Preference Shares, Series B18
457
20
500
20
500
Preference Shares, Series C2
43




Preference Shares, Series D18
450
18
450
18
450
Preference Shares, Series F20
500
20
500
20
500
Preference Shares, Series H14
350
14
350
14
350
Preference Shares, Series J8
199
8
199
8
199
Preference Shares, Series L16
411
16
411
16
411
Preference Shares, Series N18
450
18
450
18
450
Preference Shares, Series P16
400
16
400
16
400
Preference Shares, Series R16
400
16
400
16
400
Preference Shares, Series 116
411
16
411
16
411
Preference Shares, Series 324
600
24
600
24
600
Preference Shares, Series 58
206
8
206
8
206
Preference Shares, Series 710
250
10
250
10
250
Preference Shares, Series 911
275
11
275
11
275
Preference Shares, Series 1120
500
20
500
20
500
Preference Shares, Series 1314
350
14
350
14
350
Preference Shares, Series 1511
275
11
275
11
275
Preference Shares, Series 1730
750
30
750


Preference Shares, Series 1920
500




Issuance costs (155) (147) (137)
Balance at end of year 
7,747
 7,255
 6,515



Characteristics of the preference shares are as follows:
Dividend Rate
Dividend1
Per Share Base
Redemption
Value2
Redemption and
Conversion
Option Date2,3
Right to
Convert
Into3,4
(Canadian dollars unless otherwise stated)
Preference Shares, Series A5.50 %$1.37500$25— — 
Preference Shares, Series B3.42 %$0.85360$25June 1, 2022Series C
Preference Shares, Series C5
3-month treasury bill plus 2.40%$25June 1, 2022Series B
Preference Shares, Series D4.46 %$1.11500$25March 1, 2023Series E
Preference Shares, Series F4.69 %$1.17224$25June 1, 2023Series G
Preference Shares, Series H4.38 %$1.09400$25September 1, 2023Series I
Preference Shares, Series J4.89 %US$1.22160US$25June 1, 2022Series K
Preference Shares, Series L4.96 %US$1.23972US$25September 1, 2022Series M
Preference Shares, Series N5.09 %$1.27152$25December 1, 2023Series O
Preference Shares, Series P4.38 %$1.09476$25March 1, 2024Series Q
Preference Shares, Series R4.07 %$1.01825$25June 1, 2024Series S
Preference Shares, Series 15.95 %US$1.48728US$25June 1, 2023Series 2
Preference Shares, Series 33.74 %$0.93425$25September 1, 2024Series 4
Preference Shares, Series 55.38 %US$1.34383US$25March 1, 2024Series 6
Preference Shares, Series 74.45 %$1.11224$25March 1, 2024Series 8
Preference Shares, Series 94.10 %$1.02424$25December 1, 2024Series 10
Preference Shares, Series 116
3.94 %$0.98452$25March 1, 2025Series 12
Preference Shares, Series 136
3.04 %$0.76076$25June 1, 2025Series 14
Preference Shares, Series 156
2.98 %$0.74576$25September 1, 2025Series 16
Preference Shares, Series 175.15 %$1.28750$25March 1, 2022Series 18
Preference Shares, Series 194.90 %$1.22500$25March 1, 2023Series 20
1The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board of Directors. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every five years beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every five years, will not be less than 5.15% and 4.90%, respectively. No other series of Preference Shares has this feature.
2Series A Preference Shares may be redeemed any time at our option. For all other series of Preference Shares, we, may at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
3The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a 1-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.
4With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/number of days in a year) x three-month Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), 4.1% (Series 18) or 3.2% (Series 20); or US$25 x (number of days in quarter/number of days in a year) x three-month US Government treasury bill rate + 3.1% (Series K), 3.2% (Series M), 3.1% (Series 2) or 2.8% (Series 6).
5The floating quarterly dividend amount for the Series C Preference Shares was increased to $0.25458 from $0.25305 on March 1, 2020, was decreased to $0.16779 from $0.25458 on June 1, 2020, was decreased to $0.15975 from $0.16779 on September 1, 2020 and was decreased to $0.15349 from $0.15975 on December 1, 2020, due to reset on a quarterly basis following the issuance thereof.
6No Series 11, 13 or 15 Preference shares were converted on the March 1, 2020, June 1, 2020 or September 1, 2020 conversion option dates, respectively. However, the quarterly dividend amounts for Series 11, 13 or 15, was decreased to $0.24613 from $0.27500 on March 1, 2020, decreased to $0.19019 from $0.27500 on June 1, 2020, decreased to $0.18644 from $0.27500 on September 1, 2020, respectively, due to reset on every fifth anniversary thereafter.

153

 Dividend Rate
Dividend1

Per Share Base
Redemption
Value2
Redemption and
Conversion
Option Date2,3

Right to
Convert
Into3,4

(Canadian dollars unless otherwise stated)    
Preference Shares, Series A5.50%$1.37500$25

Preference Shares, Series B5
3.42%$0.85360$25June 1, 2022
Series C
Preference Shares, Series C5
3-month treasury bill plus 2.400%

$25June 1, 2022
Series B
Preference Shares, Series D6
4.00%$1.00000$25March 1, 2018
Series E
Preference Shares, Series F4.00%$1.00000$25June 1, 2018
Series G
Preference Shares, Series H4.00%$1.00000$25September 1, 2018
Series I
Preference Shares, Series J7
4.89%US$1.22160US$25June 1, 2022
Series K
Preference Shares, Series L7
4.96%US$1.23972US$25September 1, 2022
Series M
Preference Shares, Series N4.00%$1.00000$25December 1, 2018
Series O
Preference Shares, Series P4.00%$1.00000$25March 1, 2019
Series Q
Preference Shares, Series R4.00%$1.00000$25June 1, 2019
Series S
Preference Shares, Series 14.00%US$1.00000US$25June 1, 2018
Series 2
Preference Shares, Series 34.00%$1.00000$25September 1, 2019
Series 4
Preference Shares, Series 54.40%US$1.10000US$25March 1, 2019
Series 6
Preference Shares, Series 74.40%$1.10000$25March 1, 2019
Series 8
Preference Shares, Series 94.40%$1.10000$25December 1, 2019
Series 10
Preference Shares, Series 114.40%$1.10000$25March 1, 2020
Series 12
Preference Shares, Series 134.40%$1.10000$25June 1, 2020
Series 14
Preference Shares, Series 154.40%$1.10000$25September 1, 2020
Series 16
Preference Shares, Series 175.15%$1.28750$25March 1, 2022
Series 18
Preference Shares, Series 19

4.90%$1.22500$25March 1, 2023
Series 20

1
The holder is entitled to receive a fixed, cumulative, quarterly preferential dividend, as declared by the Board of Directors. With the exception of Series A and Series C Preference Shares, such fixed dividend rate resets every five years beginning on the initial redemption and conversion option date. The Series 17 and Series 19 Preference Shares contain a feature where the fixed dividend rate, when reset every five years, will not be less than 5.15% and 4.90%, respectively. No other series of Preference Shares has this feature.
2
Series A Preference Shares may be redeemed any time at our option. For all other series of Preference Shares, we, may at our option, redeem all or a portion of the outstanding Preference Shares for the Base Redemption Value per share plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
3
The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a one-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Base Redemption Value.
4
With the exception of Series A Preference Shares, after the redemption and conversion option dates, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/365) x 90 day Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), 4.1% (Series 18) or 3.2% (Series 20); or US$25 x (number of days in quarter/365) x three-month United States Government treasury bill rate + 3.1% (Series K), 3.2% (Series M), 3.1% (Series 2) or 2.8% (Series 6).
5On June 1, 2017, 1,730,188 of Series B fixed rate Preference Shares were converted to Series C floating rate Preference Shares based upon preference share holder elections under the terms of the Series B Preference Shares. The quarterly dividend amount for the Series B Preference Shares was decreased to $0.21340 from $0.25000 on June 1, 2017, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series B Preference Shares. The quarterly dividend amount for the Series C Preference Shares was set at $0.18600 on June 1, 2017, $0.19571 on September 1, 2017 and $0.20342 on December 1, 2017, due to reset on a quarterly basis following the issuance thereof.
6On January 30, 2018, we announced that we do not intend to exercise our right to redeem our Series D Preference Shares on March 1, 2018. As a result, until February 14, 2018, the holders of such shares had the right to convert all or part of their Series D fixed rate Preference Shares on a one-for-one basis into Series E floating rate Preference Shares. As of February 14, 2018, less than the 1,000,000 Series D Preference Shares required to give effect to conversions into Series E Preference Shares were tendered for conversion. As a result, none of our outstanding Series D Preference Shares will be converted into Series E Preference Shares on March 1, 2018. However, on March 1, 2018, the quarterly dividend amount for the Series D Preference Shares will be increased to $0.27875 from $0.25000, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series D Preference Shares.
7No Series J or Series L Preference Shares were converted on the June 1, 2017 and September 1, 2017 conversion option dates, respectively. However, the quarterly dividend amounts for the Series J and Series L Preference Shares were increased to US$0.30540 from US$0.25000 on June 1, 2017, and to US$0.30993 from US$0.25000 on September 1, 2017, respectively, due to the reset of the annual dividend rate on every fifth anniversary of the date of issuance of the Series J and Serles L Preference Shares.

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
UnderOn November 2, 2018, we announced the suspension of our dividend reinvestment and share purchase plan (DRIP), effective immediately. Prior to the announcement, our shareholders were able to participate in the DRIP, registered shareholders maywhich enabled participants to reinvest their dividends in our common shares at a 2% discount to market price and to make additional optional cash payments to purchase common shares at the market price, free of brokerage or other charges. Participants in our DRIP receive a 2% discountRefer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Dividends for details on the purchase of common shares with reinvested dividends. For the years ended December 31, 2017 and 2016, total dividends paid were $3.5 billion and $1.9 billion, respectively, of which $2.3 billion and $1.2 billion, respectively, were paid in cash and reflected in financing activities. The remaining $1.2 billion and $795 million, respectively, of dividends paid were reinvested pursuant to the DRIP and resulted in the issuance of common shares rather than a cash payment. In addition to amounts paid in cash and reflected in financing activities for the year ended December 31, 2017, were $414 million in dividends declared to Spectra Energy shareholders prior to the Merger Transaction that were paid after the Merger Transaction.paid.


SHAREHOLDER RIGHTS PLAN
The Shareholder Rights Plan is designed to encourage the fair treatment of our shareholders in connection with any takeover offer for us.offer. Rights issued under the plan become exercisable when a person and any related parties acquires or announces its intention to acquire 20% or more of our outstanding common shares without complying with certain provisions set out in the plan or without approval of our Board of Directors. Should such an acquisition occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase our common shares at a 50% discount to the market price at that time.


21.22.  STOCK OPTION AND STOCK UNIT PLANS


We maintain four long-term incentive compensation plans: the ISO Plan, the Performance Stock Options (PSO) Plan, the Performance Stock Units (PSU)PSU Plan and the RSU Plan. A maximum of 60 million common shares were reserved for issuance under the 2002 ISO Plan, of which 50 million have been issued to date. A further 71 million common shares have been reserved for issuance under the 2007 ISO and PSO Plans, of which 16 million have been issued to date. The PSU and RSU Plans grant notional units as if a unit was one Enbridge common share and are payable in cash.

Prior to the Merger Transaction, Spectra Energy had a long-term incentive plan providing for the granting of stock options, restricted and unrestricted stock awards and units, and other equity-based awards. Upon closing of the Merger Transaction, Enbridge replaced existing Spectra Energy share-based payment awards with awards that will be settled in shares of Enbridge, with Spectra Energy's cash-settled phantom awards included in the fair value of the net assets acquired (Note 7).

Total stock-based compensation expense recorded for the years ended December 31, 2017, 20162020, 2019 and 20152018 was $165$145 million, $130$117 million and $97$106 million, respectively. Disclosure of activity and assumptions for material stock-based compensation plans are included below.
 

INCENTIVE STOCK OPTIONS
KeyCertain key employees are granted ISOs to purchase common shares at the grant date market price on the grant date.price. ISOs vest in equal annual installments over a four-yearfour-year period and expire 10 years after the issue date.
December 31, 2020Number
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic
Value
(options in thousands; intrinsic value in millions of Canadian dollars; weighted average exercise price in Canadian dollars)    
Options outstanding at beginning of year35,047 47.73   
Options granted4,783 55.50   
Options exercised1
(2,656)37.12   
Options cancelled or expired(1,680)52.43   
Options outstanding at end of year35,494 49.35 6.054 
Options vested at end of year2
22,005 48.65 4.634 
1The total intrinsic value of ISOs exercised during the years ended December 31, 2020, 2019 and 2018 was $13 million, $58 million and $42 million, respectively, and cash received on exercise was $4 million, $1 million and $15 million, respectively.
2The total fair value of ISOs vested during the years ended December 31, 2020, 2019 and 2018 was $30 million, $32 million and $36 million, respectively.

154

December 31, 2017Number
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic
Value

(options in thousands; intrinsic value in millions of Canadian dollars) 
 
  
Options outstanding at beginning of year32,909
42.51
  
Options granted5,995
55.72
  
Options exercised1
(3,350)32.65
  
Options cancelled or expired(1,188)53.23
  
Options outstanding at end of year34,366
45.41
6.1271
Options vested at end of year2
20,403
40.89
4.7228

1The total intrinsic value of ISOs exercised during the years ended December 31, 2017, 2016 and 2015 was $62 million, $123 million and $126 million, respectively, and cash received on exercise was $17 million, $37 million and $43 million, respectively.
2The total fair value of ISOs vested during the years ended December 31, 2017, 2016 and 2015 was $44 million, $36 million and $34 million, respectively.

Weighted average assumptions used to determine the fair value of ISOs granted using the Black-Scholes-Merton option pricing model are as follows:
Year ended December 31,202020192018
Fair value per option (Canadian dollars)1
4.01 4.37 3.86 
Valuation assumptions
Expected option term (years)2
655
Expected volatility3
18.3 %19.9 %21.9 %
Expected dividend yield4
5.9 %6.1 %6.4 %
Risk-free interest rate5
1.3 %2.0 %2.2 %
Year ended December 31,2017
2016
2015
Fair value per option (Canadian dollars)1
6.00
7.37
6.48
Valuation assumptions   
Expected option term (years)2
5
5
5
Expected volatility3
20.4%25.1%19.9%
Expected dividend yield4
4.2%4.4%3.2%
Risk-free interest rate5
1.2%0.8%0.9%
1Options granted to US employees are based on NYSE prices. The option value and assumptions shown are based on a weighted average of the US and the Canadian options. The fair values per option for the years ended December 31, 2020, 2019 and 2018 were $3.75, $4.04 and $3.75, respectively, for Canadian employees and US$3.62, US$4.09 and US$3.30, respectively, for US employees.
1Options granted to United States employees are based on NYSE prices. The option value and assumptions shown are based on a weighted average of the United States and the Canadian options. The fair values per option for the years ended December 31, 2017, 2016 and 2015 were $5.66, $7.01 and $6.22, respectively, for Canadian employees and US$5.72, US$6.60 and US$6.16, respectively, for United States employees.
2The expected option term is six years based on historical exercise practice and three years for retirement eligible employees.
3Expected volatility is determined with reference to historic daily share price volatility and consideration of the implied volatility observable in call option values near the grant date.
4The expected dividend yield is the current annual dividend at the grant date divided by the current stock price.
5The risk-free interest rate is based on the Government of Canada’s Canadian Bond Yields and the United States Treasury Bond Yields.

2The expected option term is six years based on historical exercise practice and five years for retirement eligible employees.
3Expected volatility is determined with reference to historic daily share price volatility and consideration of the implied volatility observable in call option values near the grant date.
4The expected dividend yield is the current annual dividend at the grant date divided by the current stock price.
5The risk-free interest rate is based on the Government of Canada’s Canadian Bond Yields and the US Treasury Bond Yields.

 
Compensation expense recorded for the years ended December 31, 2017, 20162020, 2019 and 20152018 for ISOs was $40$24 million, $43$32 million and $35$28 million, respectively. As at December 31, 2017,2020, unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the ISO Plan was $47$13 million. The expense is expected to be fully recognized over a weighted average period of approximately two years.
 

PERFORMANCE STOCK UNITS
Under PSU awards for certain key employees, cash awards are paid following a three-year performance cycle. Awards are calculated by multiplying the number of units outstanding at the end of the performance period by Enbridge's weighted average share price for 20 days prior to the maturity of the grant and by a performance multiplier. The performance multiplier ranges from 0, if our performance fails to meet threshold performance levels, to a maximum of 2 if we perform within the highest range of the performance targets. The performance multiplier is derived through a calculation of our Total Shareholder Return percentile rank, in each case relative to a specified peer group of companies and our distributable cash flow, adjusted for unusual, non-operating or non-recurring items, relative to targets established at the time of grant. To calculate the 2020 expense, a multiplier of 1.5 was used for 2020 PSU grants, 1.0 for 2019 PSU grants and 1.8 for the 2018 PSU grants.
December 31, 2020Number
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic
Value
(units in thousands; intrinsic value in millions of Canadian dollars)   
Units outstanding at beginning of year2,189 
Units granted1,034 
Units cancelled(154)
Units matured1
(219)
Dividend reinvestment206 
Units outstanding at end of year3,056 2.2129 
1The total amount paid during the years ended December 31, 2020, 2019 and 2018 for PSUs was $14 million, $19 million and $18 million, respectively.
155


Compensation expense recorded for the years ended December 31, 2020, 2019 and 2018 for PSUs was $76 million, $40 million and $15 million, respectively. As at December 31, 2020, unrecognized compensation expense related to non-vested PSUs was $46 million. The expense is expected to be fully recognized over a weighted average period of approximately two years.

RESTRICTED STOCK UNITS
We have aUnder RSU Plan whereawards, cash awards are paid to certain of our non-executive employees following a 35-month maturity period. RSU holders receive cash equal to our weighted average share price for 20 days prior to the maturity of the grant multiplied by the units outstanding on the maturity date.
December 31, 2020Number
Weighted
Average
Remaining
Contractual Life (years)
Aggregate
Intrinsic Value
(units in thousands; intrinsic value in millions of Canadian dollars)
Units outstanding at beginning of year1,624   
Units granted1,281   
Units cancelled(87)  
Units matured1
(561)  
Dividend reinvestment196   
Units outstanding at end of year2,453 2.5104 
December 31, 2017Number
Weighted
Average
Remaining
Contractual Life (years)
Aggregate
Intrinsic Value

(units in thousands; intrinsic value in millions of Canadian dollars)   
Units outstanding at beginning of year1,854
  
Units granted741
  
Units cancelled(186)  
Units matured1
(839)  
Dividend reinvestment123
  
Units outstanding at end of year1,693
1.483
1The total amount paid during the years ended December 31, 2020, 2019 and 2018 for RSUs was $27 million, $34 million and $41 million, respectively.
1The total amount paid during the years ended December 31, 2017, 2016 and 2015 for RSUs was $39 million, $56 million and $45 million, respectively.
 
Compensation expense recorded for the years ended December 31, 2017, 20162020, 2019 and 20152018 for RSUs was $46$44 million,, $51 $41 million and $47$32 million, respectively. As at December 31, 2017,2020, unrecognized compensation expense related to non-vested units granted under the RSU PlanRSUs was $48$50 million. The expense is expected to be fully recognized over a weighted average period of approximately one year.two years.


22.23.  COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
 
Changes in AOCI attributable to our common shareholders for the years ended December 31, 2017, 20162020, 2019 and 20152018 are as follows:
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 at January 1, 2020(1,073)0 (317)1,396 67 (345)(272)
Other comprehensive income/(loss) retained in AOCI(591)5 115 (828)(2)(221)(1,522)
Other comprehensive (income)/loss reclassified to earnings      
Interest rate contracts1
253      253 
Foreign exchange contracts3
5      5 
Other contracts4
(2)     (2)
 Amortization of pension and OPEB actuarial loss and prior service costs5
     17 17 
 (335)5 115 (828)(2)(204)(1,249)
Tax impact      
Income tax on amounts retained in AOCI140  (13) 1 54 182 
Income tax on amounts reclassified to earnings(58)    (4)(62)
 82 0 (13) 1 50 120 
Balance at December 31, 2020(1,326)5 (215)568 66 (499)(1,401)
156


 
Cash Flow
Hedges

Net
Investment
Hedges

Cumulative
Translation
Adjustment

Equity
Investees

Pension and
OPEB
Adjustment

Total
(millions of Canadian dollars) 
 
 
 
 
 
Balance at January 1, 2017(746)(629)2,700
37
(304)1,058
Other comprehensive income/(loss) retained in AOCI1
478
(2,623)(11)18
(2,137)
Other comprehensive (income)/loss reclassified to earnings 
 
 
 
 
 
Interest rate contracts1
207




207
Commodity contracts2
(7)



(7)
Foreign exchange contracts3
(6)



(6)
Other contracts4
(6)



(6)
 Amortization of pension and OPEB actuarial loss and prior service costs5




41
41
 189
478
(2,623)(11)59
(1,908)
Tax impact 
 
 
 
 
 
Income tax on amounts retained in AOCI(16)12

(16)(10)(30)
Income tax on amounts reclassified to earnings(71)


(22)(93)
 (87)12

(16)(32)(123)
Balance at December 31, 2017(644)(139)77
10
(277)(973)

Cash Flow
Hedges

Net
Investment
Hedges

Cumulative
Translation
Adjustment

Equity
Investees

Pension and
OPEB
Adjustment

Total
Cash Flow
Hedges
Net
Investment
Hedges
Cumulative
Translation
Adjustment
Equity
Investees
Pension and
OPEB
Adjustment
Total
(millions of Canadian dollars) (millions of Canadian dollars)
Balance at January 1, 2016(688)(795)3,365
37
(287)1,632
Balance at January 1, 2019Balance at January 1, 2019(770)(598)4,323 34 (317)2,672 
Other comprehensive income/(loss) retained in AOCI(216)171
(665)(5)(45)(760)Other comprehensive income/(loss) retained in AOCI(599)320 (2,927)34 (124)(3,296)
Other comprehensive (income)/loss reclassified to earnings Other comprehensive (income)/loss reclassified to earnings
Interest rate contracts1
147




147
Interest rate contracts1
157 — — — — 157 
Commodity contracts2
(11)



(11)
Commodity contracts2
(1)— — — — (1)
Foreign exchange contracts3
1




1
Foreign exchange contracts3
— — — — 
Other contracts4
(18)



(18)
Other contracts4
(3)— — — — (3)
Amortization of pension and OPEB actuarial loss and prior service costs5




21
21
Amortization of pension and OPEB actuarial loss and prior service costs5
— — — — 17 17 
(97)171
(665)(5)(24)(620)(441)320 (2,927)34 (107)(3,121)
Tax impact Tax impact
Income tax on amounts retained in AOCI91
(5)
5
11
102
Income tax on amounts retained in AOCI169 (39)— 28 164 
Income tax on amounts reclassified to earnings(52)


(4)(56)Income tax on amounts reclassified to earnings(31)— — — (4)(35)
39
(5)
5
7
46
138 (39)— 24 129 
Balance at December 31, 2016(746)(629)2,700
37
(304)1,058
OtherOther— (7)55 48 
Balance at December 31, 2019Balance at December 31, 2019(1,073)(317)1,396 67 (345)(272)
 
Cash Flow
Hedges
Net
Investment
Hedges
Cumulative
Translation
Adjustment
Equity
Investees
Pension and
OPEB
Adjustment
Total
(millions of Canadian dollars)
Balance at January 1, 2018(644)(139)77 10 (277)(973)
Other comprehensive income/(loss) retained in AOCI(244)(509)4,301 16 (85)3,479 
Other comprehensive (income)/loss reclassified to earnings
Interest rate contracts1
157 — — — — 157 
Commodity contracts2
(1)— — — — (1)
Foreign exchange contracts3
— — — — 
Other contracts4
22 — — — — 22 
 Amortization of pension and OPEB actuarial loss and prior service costs5
— — — — 16 16 
(59)(509)4,301 16 (69)3,680 
Tax impact
Income tax on amounts retained in AOCI57 50 — 33 148 
Income tax on amounts reclassified to earnings(37)— — — (4)(41)
20 50 — 29 107 
Sponsored Vehicles buy-in6
(87)— (55)(142)
Balance at December 31, 2018(770)(598)4,323 34 (317)2,672 
1Reported within Interest expense in the Consolidated Statements of Earnings.
2Reported within Transportation and other services revenue, Commodity sales revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
3Reported within Transportation and other services revenues and Net foreign currency gain/(loss) in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
5These components are included in the computation of net benefit costs and are reported within Other income/(expense) in the Consolidated Statements of Earnings.
6Represents the historical noncontrolling interests and redeemable noncontrolling interests related to the Sponsored Vehicles reclassified to AOCI, upon the completion of the buy-in.

157
 
Cash Flow
Hedges

Net
Investment
Hedges

Cumulative
Translation
Adjustment

Equity
Investees

Pension and
OPEB
Adjustment

Total
(millions of Canadian dollars)      
Balance at January 1, 2015(488)108
309
(5)(359)(435)
Other comprehensive income/(loss) retained in AOCI73
(952)3,056
47
65
2,289
Other comprehensive (income)/loss reclassified to earnings      
Interest rate contracts1
(34)



(34)
Commodity contracts2
(11)



(11)
Foreign exchange contracts3
7




7
Other contracts4
26




26
 Amortization of pension and OPEB actuarial loss and prior service costs5




32
32
Other comprehensive income reclassified to earnings of derecognized cash flow hedges(338)



(338)
 (277)(952)3,056
47
97
1,971
Tax impact      
Income tax on amounts retained in AOCI(29)49

(5)(14)1
Income tax on amounts reclassified to earnings15



(11)4
Income tax on amounts reclassified to earnings of derecognized cash flow hedges91




91
 77
49

(5)(25)96
Balance at December 31, 2015(688)(795)3,365
37
(287)1,632
1Reported within Interest expense in the Consolidated Statements of Earnings.
2Reported within Commodity costs in the Consolidated Statements of Earnings.
3Reported within Other income/(expense) in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
5These components are included in the computation of net benefit costs and are reported within Operating and administrative expense in the Consolidated Statements of Earnings.




23.24.  RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
 
MARKET RISK
Our earnings, cash flows and OCI are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price (collectively, market risk)risks). Formal risk management policies, processes and systems have been designed to mitigate these risks.
 
The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them. We use a combination of qualifying and non-qualifying derivative instruments to manage the risks noted below.
 
Foreign Exchange Risk
We generate certain revenues, incur expenses and hold a number of investments and subsidiaries that are denominated in currencies other than Canadian dollars. As a result, our earnings, cash flows and OCI are exposed to fluctuations resulting from foreign exchange rate variability.
 
We employ financial derivative instruments to hedge foreign currency denominated earnings exposure. A combination of qualifying and non-qualifying derivative instruments areis used to hedge anticipated foreign currency denominated revenues and expenses and to manage variability in cash flows. We hedge certain net investments in United StatesUS dollar denominated investments and subsidiaries using foreign currency derivatives and United StatesUS dollar denominated debt.
 
Interest Rate Risk
Our earnings and cash flows are exposed to short-term interest rate variability due to the regular repricing of our variable rate debt, primarily commercial paper. We monitor our debt portfolio mix of fixed and variable rate debt instruments to manage a consolidated portfolio of floating rate debt within the Board of Directors approved policy limit of a maximum of 30% of floating rate debt as a percentage of total debt outstanding. We primarily use qualifying derivative instruments to manage interest rate risk. Pay fixed-receive floating interest rate swaps aremay be used to hedge against the effect of future interest rate movements. We have implemented a program to significantly mitigate the impact of short-term interest rate volatility on interest expense via execution of floating to fixed interest rate swaps with an average swap rate of 2.6%3%.


As a result of the Merger Transaction, weWe are exposed to changes in the fair value of fixed rate debt that arise as a result of the changes in market interest rates. Pay floating-receive fixed interest rate swaps are used, when applicable, to hedge against future changes to the fair value of fixed rate debt. We have assumed a program within our subsidiaries to mitigatedebt which mitigates the impact of fluctuations in the fair value of fixed rate debt via execution of fixed to floating interest rate swaps. As at December 31, 2020, we do not have any pay floating-receive fixed interest rate swaps with an average swap rate of 2.2%.outstanding.
 
Our earnings and cash flows are also exposed to variability in longer term interest rates ahead of anticipated fixed rate term debt issuances. Forward starting interest rate swaps are used to hedge against the effect of future interest rate movements. We have assumedestablished a program within some of our subsidiaries to mitigate our exposure to long-term interest rate variability on select forecast term debt issuances via execution of floating to fixed interest rate swaps with an average swap rate of 3.1%2.3%.
 
We also monitor our debt portfolio mix of fixed and variable rate debt instruments to maintain a consolidated portfolio of debt within the Board of Directors approved policy limit of a maximum of 25% floating rate debt as a percentage of total debt outstanding. Effective January 1, 2018, the Board of Directors approved a policy limit increase of a maximum of 30% floating rate debt as a percentage of total debt outstanding. We primarily use qualifying derivative instruments to manage interest rate risk.

Commodity Price Risk
Our earnings and cash flows are exposed to changes in commodity prices as a result of our ownership interests in certain assets and investments, as well as through the activities of our energy services subsidiaries. These commodities include natural gas, crude oil, power and NGL. We employ financial and physical derivative instruments to fix a portion of the variable price exposures that arise from physical transactions involving these commodities. We use primarily non-qualifying derivative instruments to manage commodity price risk.

Emission Allowance Price Risk
Emission allowance price risk is the risk of gain or loss due to changes in the market price of emission allowances that our gas distribution business is required to purchase for itself and most of its customers to meet GHG compliance obligations under the Ontario Cap and Trade framework. Similar to the gas supply procurement framework, the OEB's framework for emission allowance procurement allows recovery of fluctuations in emission allowance prices in customer rates, subject to OEB approval.
 
158


Equity Price Risk
Equity price risk is the risk of earnings fluctuations due to changes in our share price. We have exposure to our own common share price through the issuance of various forms of stock-based compensation, which affect earnings through revaluation of the outstanding units every period. We use equity derivatives to manage the earnings volatility derived from one form of stock-based compensation, restricted share units. We use a combination of qualifying and non-qualifying derivative instruments to manage equity price risk.

COVID-19 PANDEMIC RISK
The spread of the COVID-19 pandemic has caused significant volatility in Canada, the US and international markets. While we have taken proactive measures to deliver energy safely and reliably during this pandemic, given the ongoing dynamic nature of the circumstances surrounding COVID-19, the impact of this pandemic on our business remains uncertain.

TOTAL DERIVATIVE INSTRUMENTS
The following table summarizes the Consolidated Statements of Financial Position location and carrying value of our derivative instruments.
 
We generally have a policy of entering into individual International Swaps and Derivatives Association, Inc. agreements, or other similar derivative agreements, with the majority of our financial derivative counterparties. These agreements provide for the net settlement of derivative instruments outstanding with specific counterparties in the event of bankruptcy or other significant credit events and reducesreduce our credit risk exposure on financial derivative asset positions outstanding with the counterparties in those circumstances. The following table summarizes the maximum potential settlement amounts in the event of these specific circumstances. All amounts are presented gross in the Consolidated Statements of Financial Position.



159


December 31, 2017
Derivative
Instruments
Used as
Cash Flow Hedges

Derivative
Instruments
Used as Net
Investment Hedges

Derivative
Instruments
Used as
Fair Value Hedges

Non-
Qualifying
Derivative Instruments

Total Gross
Derivative
Instruments as Presented

Amounts
Available for Offset

Total Net
Derivative Instruments

(millions of Canadian dollars) 
 
  
 
 
 
Accounts receivable and other 
 
  
 
 
 
Foreign exchange contracts1
4

138
143
(83)60
Interest rate contracts6

2

8
(3)5
Commodity contracts2


143
145
(64)81
 9
4
2
281
296
(150)146
Deferred amounts and other assets 
 
  
  
 
Foreign exchange contracts1
1

143
145
(125)20
Interest rate contracts7

6

13
(2)11
Commodity contracts17


6
23
(19)4
 25
1
6
149
181
(146)35
Accounts payable and other 
 
  
  
 
Foreign exchange contracts(5)(42)
(312)(359)83
(276)
Interest rate contracts(140)
(6)(183)(329)3
(326)
Commodity contracts


(439)(439)64
(375)
Other contracts(1)

(2)(3)
(3)
 (146)(42)(6)(936)(1,130)150
(980)
Other long-term liabilities 
 
  
  
 
Foreign exchange contracts(4)(9)
(1,299)(1,312)125
(1,187)
Interest rate contracts(38)
(2)
(40)2
(38)
Commodity contracts


(186)(186)19
(167)
Other contracts(1)


(1)
(1)
 (43)(9)(2)(1,485)(1,539)146
(1,393)
Total net derivative asset/(liability) 
 
  
  
 
Foreign exchange contracts(7)(46)
(1,330)(1,383)
(1,383)
Interest rate contracts(165)

(183)(348)
(348)
Commodity contracts19


(476)(457)
(457)
Other contracts(2)

(2)(4)
(4)
 (155)(46)
(1,991)(2,192)
(2,192)
The following table summarizes the maximum potential settlement amounts in the event of these specific circumstances. All amounts are presented gross in the Consolidated Statements of Financial Position.


December 31, 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 contracts0 0 0 180 180 (28)152 
Interest rate contracts0 0 0 0 0 0 0 
Commodity contracts0 0 0 143 143 (81)62 
Other contracts0 0 0 0 0 0 0 
 0 0 0 323 323 1(109)214 
Deferred amounts and other assets    
Foreign exchange contracts14 0 0 452 466 (218)248 
Interest rate contracts56 0 0 0 56 (25)31 
Commodity contracts0 0 0 39 39 (9)30 
Other contracts0 0 0 0 0 0 0 
 70 0 0 491 561 (252)309 
Accounts payable and other    
Foreign exchange contracts(5)0 (29)(151)(185)28 (157)
Interest rate contracts(423)0 0 (2)(425)0 (425)
Commodity contracts(2)0 0 (278)(280)81 (199)
Other contracts(1)0 0 (3)(4)0 (4)
(431)0 (29)(434)(894)2109 (785)
Other long-term liabilities    
Foreign exchange contracts0 0 (87)(673)(760)218 (542)
Interest rate contracts(218)0 0 (23)(241)25 (216)
Commodity contracts(1)0 0 (57)(58)9 (49)
Other contracts0 0 0 0 0 0 0 
(219)0 (87)(753)(1,059)252 (807)
Total net derivative asset/(liability)    
Foreign exchange contracts9 0 (116)(192)(299) (299)
Interest rate contracts(585)0 0 (25)(610) (610)
Commodity contracts(3)0 0 (153)(156) (156)
Other contracts(1)0 0 (3)(4) (4)
 (580)0 (116)(373)(1,069) (1,069)
1Reported within Accounts receivable and other (2020 - $323 million; 2019 - $327 million) and Accounts receivable from affiliates (2020 - NaN; 2019 - $1 million) on the Consolidated Statements of Financial Position.
2Reported within Accounts payable and other (2020 - $894 million; 2019 - $920 million) and Accounts payable to affiliates (2020 - NaN; 2019 - $16 million) on the Consolidated Statements of Financial Position.

160


December 31, 2016Derivative
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

December 31, 2019December 31, 2019Derivative
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) 
 
 
 
 
 
(millions of Canadian dollars)  
Accounts receivable and other 
 
 
 
 
 
Accounts receivable and other  
Foreign exchange contracts101
3
5
109
(103)6
Foreign exchange contracts161 161 (78)83 
Interest rate contracts3


3
(3)
Commodity contracts9

232
241
(125)116
Commodity contracts163 163 (47)116 
Other contracts Other contracts
113
3
237
353
(231)122
327 328 (125)203 
Deferred amounts and other assets 
 
 
  
 Deferred amounts and other assets   
Foreign exchange contracts1
3
69
73
(72)1
Foreign exchange contracts10 71 81 (42)39 
Interest rate contracts8


8
(6)2
Commodity contracts7

61
68
(22)46
Commodity contracts17 17 (2)15 
Other contracts1

1
2

2
Other contracts
17
3
131
151
(100)51
12 89 101 (44)57 
Accounts payable and other 
 
 
  
 Accounts payable and other   
Foreign exchange contracts
(268)(727)(995)103
(892) Foreign exchange contracts(5)(13)(392)(410)78 (332)
Interest rate contracts(452)
(131)(583)3
(580) Interest rate contracts(353)(353)(353)
Commodity contracts

(359)(359)125
(234) Commodity contracts(173)(173)47 (126)
Other contracts(1)
(3)(4)
(4)
(453)(268)(1,220)(1,941)231
(1,710) (358)(13)(565)(936)125 (811)
Other long-term liabilities 
 
 
  
 Other long-term liabilities   
Foreign exchange contracts
(68)(1,961)(2,029)72
(1,957) Foreign exchange contracts(934)(934)42 (892)
Interest rate contracts(268)
(205)(473)6
(467) Interest rate contracts(181)(181)(181)
Commodity contracts

(211)(211)22
(189) Commodity contracts(5)(60)(65)(63)
(268)(68)(2,377)(2,713)100
(2,613) (186)(994)(1,180)44 (1,136)
Total net derivative asset/(liability) 
 
 
  
 Total net derivative asset/(liability)   
Foreign exchange contracts102
(330)(2,614)(2,842)
(2,842) Foreign exchange contracts(13)(1,094)(1,102)— (1,102)
Interest rate contracts(709)
(336)(1,045)
(1,045) Interest rate contracts(534)(534)— (534)
Commodity contracts16

(277)(261)
(261) Commodity contracts(5)(53)(58)— (58)
Other contracts

(2)(2)
(2) Other contracts— 
(591)(330)(3,229)(4,150)
(4,150) (531)(13)(1,143)(1,687)— (1,687)
 

161


The following table summarizes the maturity and notional principal or quantity outstanding related to our derivative instruments.
20202019
As at December 31,20212022202320242025ThereafterTotalTotal
Foreign exchange contracts - US dollar forwards - purchase (millions of US dollars)
1,772 1,750 0 0 0 0 3,522 1,121 
Foreign exchange contracts - US dollar forwards - sell (millions of US dollars)
5,718 5,853 3,784 1,856 648 0 17,859 19,419 
Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP)
88 28 29 30 30 60 265 298 
Foreign exchange contracts - Euro forwards - sell (millions of Euro)
94 94 92 91 86 428 885 909 
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen)
0 72,500 0 0 0 0 72,500 72,500 
Interest rate contracts - short-term pay fixed rate (millions of Canadian dollars)
4,036 397 47 35 30 90 4,635 10,784 
Interest rate contracts - long-term pay fixed rate (millions of Canadian dollars)
2,067 1,992 1,337 0 0 0 5,396 5,102 
Equity contracts (millions of Canadian dollars)
44 7 11 0 0 0 62 54 
Commodity contracts - natural gas (billions of cubic feet)
114 32 13 3 11 0 173 (1)
Commodity contracts - crude oil (millions of barrels)
14 1 0 0 0 0 15 28 
Commodity contracts - NGL (millions of barrels)
0 0 0 0 0 0 0 
Commodity contracts - power (megawatt per hour (MW/H)
(3)(43)(43)(43)(43)0 (35)1(16)1
1Total is an average net purchase/(sell) of power.

162

 2017 2016
 
As at December 31,2018
2019
2020
2021
2022
Thereafter
 Total
 
Foreign exchange contracts - United States dollar forwards - purchase (millions of United States dollars)
755
2
2



 997
 
Foreign exchange contracts - United States dollar forwards - sell (millions of United States dollars)
4,478
3,246
3,258
1,689
1,676
1,820
 13,591
 
Foreign exchange contracts - British pound (GBP) forwards - purchase (millions of GBP)
18





 97
 
Foreign exchange contracts - GBP forwards - sell (millions of GBP)

89
25
27
28
149
 285
 
Foreign exchange contracts - Euro forwards - purchase (millions of Euro)
280
375




 
 
Foreign exchange contracts - Euro forwards - sell (millions of Euro)


35
169
169
889
 
 
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen)

32,662


20,000

 32,662
 
Interest rate contracts - short-term pay fixed rate (millions of Canadian dollars)
4,950
1,585
215
95
91
202
 14,008
 
Interest rate contracts - long-term receive fixed rate (millions of Canadian dollars)
1,522
1,018
822
433
349
52
 
 
Interest rate contracts - long-term pay fixed rate (millions of Canadian dollars)
4,007
957
438



 7,509
 
Equity contracts (millions of Canadian dollars)
45
37
8



 88
 
Commodity contracts - natural gas (billions of cubic feet)
(59)(69)(20)(10)(1)
 (161) 
Commodity contracts - crude oil (millions of barrels)
(3)




 (20) 
Commodity contracts - NGL (millions of barrels)
(12)




 (14) 
Commodity contracts - power (megawatt per hour (MW/H))
42
51
55
(3)(43)(43)
1 
(4)
2 

1As at December 31, 2017, thereafter includes an average net purchase/(sell) of power of (43) MW/H for 2023 through 2025.
2As at December 31, 2016, the average net purchase/(sell) of power was (4) MW/H for 2017 through 2025 with a high of 40 MW/H and a low of (43) MW/H.


The Effect of Derivative Instruments on the Consolidated Statements of Earnings and Comprehensive Income
 
The following table presents the effect of cash flow hedges and net investment hedges on our consolidated earnings and consolidated comprehensive income, before the effect of income taxes:
 202020192018
(millions of Canadian dollars)   
Amount of unrealized gain/(loss) recognized in OCI   
Cash flow hedges   
Foreign exchange contracts(1)(19)19 
Interest rate contracts(595)(559)(190)
Commodity contracts2 (25)
Other contracts(3)10 (3)
Fair value hedges
Foreign exchange contracts5
Net investment hedges   
Foreign exchange contracts13 31 
 (579)(591)(141)
Amount of (gain)/loss reclassified from AOCI to earnings   
Foreign exchange contracts1
5 
Interest rate contracts2
253 157 184 
Commodity contracts3
0 (1)(1)
Other contracts4
(2)(3)
 256 158 191 
 2017
2016
2015
(millions of Canadian dollars) 
 
 
Amount of unrealized gain/(loss) recognized in OCI 
 
 
Cash flow hedges 
 
 
Foreign exchange contracts(5)(19)77
Interest rate contracts6
(90)(275)
Commodity contracts11
14
9
Other contracts1
39
(47)
Net investment hedges 
 
 
Foreign exchange contracts284
22
(248)
 297
(34)(484)
Amount of (gain)/loss reclassified from AOCI to earnings (effective portion)
 
 
 
Foreign exchange contracts1
(104)2
9
Interest rate contracts2,3
388
145
128
Commodity contracts4
(9)(12)(46)
Other contracts5
8
(29)28
 283
106
119
De-designation of qualifying hedges in connection with the Canadian Restructuring Plan 
 
 
Interest rate contracts2


338
 

338
Amount of (gain)/loss reclassified from AOCI to earnings (ineffective portion and amount excluded from effectiveness testing)
 
 
 
Interest rate contracts2, 3
(4)61
21
Commodity contracts4


5
 (4)61
26
1Reported within Transportation and other services revenues and Net foreign currency gain/(loss) in the Consolidated Statements of Earnings.
1Reported within Transportation and other services revenues and Other income/(expense) in the Consolidated Statements of Earnings.
2Reported within Interest expense in the Consolidated Statements of Earnings.
3For the year ended December 31, 2017, includes settlements of $296 million loss related to the termination of long-term interest rate swaps as not highly probable to issue long-term debt.
4Reported within Transportation and other services revenues, Commodity sales revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
5Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
2Reported within Interest expense in the Consolidated Statements of Earnings.
3Reported within Transportation and other services revenue, Commodity sales revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expenses in the Consolidated Statements of Earnings.
 
We estimate that a loss of $38$127 million from AOCI related to cash flow hedges will be reclassified to earnings in the next 12 months. Actual amounts reclassified to earnings depend on the foreign exchange rates, interest rates and commodity prices in effect when derivative contracts that are currently outstanding mature. For all forecasted transactions, the maximum term over which we are hedging exposures to the variability of cash flows is 36 months as at December 31, 2017.2020.


Fair Value Derivatives
For interest rate derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is included in Interest expense in the Consolidated Statements of Earnings. During the years ended December 31, 2017 and 2016, we recognized an unrealized loss of $10 million and nil, respectively, on the derivative and an unrealized gain of $11 million and nil, respectively, on the hedged item in earnings. During the years ended December 31, 2017 and 2016, we recognized a realized gain of $2 million and nil, respectively, on the derivative and a realized loss of $2 million and nil, respectively, on the hedged item in earnings. The difference in the amounts, if any, represents hedge ineffectiveness.


Year ended December 31,20202019
(millions of Canadian dollars)
Unrealized loss on derivative(116)
Unrealized gain on hedged item133 
Realized loss on derivative(12)
Realized loss on hedged item0 

163


Non-Qualifying Derivatives
The following table presents the unrealized gains and losses associated with changes in the fair value of our non-qualifying derivatives:
Year ended December 31,202020192018
(millions of Canadian dollars)   
Foreign exchange contracts1
902 1,626 (1,390)
Interest rate contracts2
(25)178 
Commodity contracts3
(114)(62)485 
Other contracts4
(7)(3)
Total unrealized derivative fair value gain/(loss), net756 1,751 (903)
Year ended December 31,2017
2016
2015
(millions of Canadian dollars) 
 
 
Foreign exchange contracts1
1,284
935
(2,187)
Interest rate contracts2
157
73
(363)
Commodity contracts3
(199)(508)199
Other contracts4

9
(22)
Total unrealized derivative fair value gain/(loss), net1,242
509
(2,373)
1For the respective annual periods, reported within Transportation and other services revenue (2020 - $533 million gain; 2019 - $930 million gain; 2018 - $1,108 million loss) and Net foreign currency gain/(loss) (2020 - $369 million gain; 2019 - $696 million gain; 2018 - $282 million loss) in the Consolidated Statements of Earnings.
1For the respective annual periods, reported within Transportation and other services revenues (2017 - $800 million gain; 2016 - $497 million gain; 2015 - $1,383 million loss) and Other income/(expense) (2017 - $484 million gain; 2016 - $438 million gain; 2015 - $804 million loss) in the Consolidated Statements of Earnings.
2Reported as an (increase)/decrease within Interest expense in the Consolidated Statements of Earnings.
3For the respective annual periods, reported within Transportation and other services revenues (2017 - $104 million loss; 2016 - $52 million loss; 2015 - $328 million gain), Commodity sales (2017 - $90 million gain 2016 - $474 million loss; 2015 - $226 million loss), Commodity costs (2017 - $223 million loss; 2016 - $38 million gain; 2015 - $99 million gain) and Operating and administrative expense (2017 - $38 million gain; 2016 - $20 million loss; 2015 - $2 million loss) in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
2Reported as an increase within Interest expense in the Consolidated Statements of Earnings.
3For the respective annual periods, reported within Transportation and other services revenue (2020 - $2 million loss; 2019 - $26 million loss; 2018 - $66 million gain), Commodity sales (2020 - $321 million loss; 2019 - $544 million loss; 2018 - $599 million gain), Commodity costs (2020 - $207 million gain; 2019 - $459 million gain; 2018 - $193 million loss) and Operating and administrative expense (2020 - $2 million gain; 2019 - $49 million gain; 2018 - $13 million gain) in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
 
LIQUIDITY RISK
Liquidity risk is the risk that we will not be able to meet our financial obligations, including commitments and guarantees, as they become due. In order to mitigate this risk, we forecast cash requirements over a 12 month12-month rolling time period to determine whether sufficient funds will be available and maintain substantial capacity under our committed bank lines of credit to address any contingencies. Our primary sources of liquidity and capital resources are funds generated from operations, the issuance of commercial paper and draws under committed credit facilities and long-term debt, which includes debentures and medium-term notes. We also maintain current shelf prospectuses with securities regulators which enables subject to market conditions, ready access to either the Canadian or United StatesUS public capital markets.markets, subject to market conditions. In addition, we maintain sufficient liquidity through committed credit facilities with a diversified group of banks and institutions which, if necessary, enables us to fund all anticipated requirements for approximately one year without accessing the capital markets. We are in compliance with all the terms and conditions of our committed credit facility agreements and term debt indentures as at December 31, 2017.2020. As a result, all credit facilities are available to us and the banks are obligated to fund and have been funding us under the terms of the facilities.

CREDIT RISK
Entering into derivative instruments may result in exposure to credit risk from the possibility that a counterparty will default on its contractual obligations. In order to mitigate this risk, we enter into risk management transactions primarily with institutions that possess strong investment grade credit ratings. Credit risk relating to derivative counterparties is mitigated bythrough maintenance and monitoring of credit exposure limits and contractual requirements, netting arrangements, and ongoing monitoring of counterparty credit exposure using external credit rating services and other analytical tools.



164


We have group credit concentrations and maximum credit exposure, with respect to derivative instruments, in the following counterparty segments:
December 31,20202019
(millions of Canadian dollars)  
Canadian financial institutions481 146 
US financial institutions99 40 
European financial institutions28 
Asian financial institutions167 92 
Other1
97 113 
 872 394 
December 31,2017
2016
(millions of Canadian dollars) 
 
Canadian financial institutions82
39
United States financial institutions19
179
European financial institutions145
106
Asian financial institutions2
1
Other1
137
162
 385
487
1Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
1Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
 
As at December 31, 2017,2020, we provided letters of credit totaling nilNaN in lieu of providing cash collateral to our counterparties pursuant to the terms of the relevant ISDAInternational Swaps and Derivatives Association agreements. We held no0 cash collateral on derivative asset exposures as at December 31, 20172020 and December 31, 2016.2019.
 
Gross derivative balances have been presented without the effects of collateral posted. Derivative assets are adjusted for non-performance risk of our counterparties using their credit default swap spread rates, and are reflected at fair value. For derivative liabilities, our non-performance risk is considered in the valuation.
 
Credit risk also arises from trade and other long-term receivables, and is mitigated through credit exposure limits and contractual requirements, assessment of credit ratings and netting arrangements. Within EGD and UnionEnbridge Gas, credit risk is mitigated by the utilities' large and diversified customer base and the ability to recover an estimate for doubtful accounts through the ratemaking process. We actively monitor the financial strength of large industrial customers and, in select cases, have obtained additional security to minimize the risk of default on receivables. Generally, we classify and provide for receivables older than 2030 days as past due. The maximum exposure to credit risk related to non-derivative financial assets is their carrying value.
 
FAIR VALUE MEASUREMENTS
Our financial assets and liabilities measured at fair value on a recurring basis include derivative instruments. We also disclose the fair value of other financial instruments not measured at fair value. The fair value of financial instruments reflects our best estimates of market value based on generally accepted valuation techniques or models and is supported by observable market prices and rates. When such values are not available, we use discounted cash flow analysis from applicable yield curves based on observable market inputs to estimate fair value.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
We categorize our derivative instruments measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement.
 
Level 1
Level 1 includes derivatives measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date. An active market for a derivative is considered to be a market where transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 instruments consist primarily of exchange-tradedexchange traded derivatives used to mitigate the risk of crude oil price fluctuations.
 
165


Level 2
Level 2 includes derivative valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1. Derivatives in this category are valued using models or other industry standard valuation techniques derived from observable market data. Such valuation techniques

include inputs such as quoted forward prices, time value, volatility factors and broker quotes that can be observed or corroborated in the market for the entire duration of the derivative. Derivatives valued using Level 2 inputs include non-exchange traded derivatives such as over-the-counter foreign exchange forward and cross currency swap contracts, interest rate swaps, physical forward commodity contracts, as well as commodity swaps and options for which observable inputs can be obtained.


We have also categorized the fair value of our held to maturity preferred share investment and long-term debt as Level 2. The fair value of our held to maturity preferred share investment is primarily based on the yield of certain Government of Canada bonds. The fair value of our long-term debt is based on quoted market prices for instruments of similar yield, credit risk and tenor.
 
Level 3
Level 3 includes derivative valuations based on inputs which are less observable, unavailable or where the observable data does not support a significant portion of the derivatives’ fair value. Generally, Level 3 derivatives are longer dated transactions, occur in less active markets, occur at locations where pricing information is not available or have no binding broker quote to support Level 2 classification. We have developed methodologies, benchmarked against industry standards, to determine fair value for these derivatives based on extrapolation of observable future prices and rates. Derivatives valued using Level 3 inputs primarily include long-dated derivative power contracts and NGL and natural gas contracts, basis swaps, commodity swaps, power and energy swaps, as well as options.physical forward commodity contracts. We do not have any other financial instruments categorized in Level 3.

We use the most observable inputs available to estimate the fair value of our derivatives. When possible, we estimate the fair value of our derivatives based on quoted market prices. If quoted market prices are not available, we use estimates from third party brokers. For non-exchange traded derivatives classified in Levels 2 and 3, we use standard valuation techniques to calculate the estimated fair value. These methods include discounted cash flows for forwards and swaps and Black-Scholes-Merton pricing models for options. Depending on the type of derivative and nature of the underlying risk, we use observable market prices (interest, foreign exchange, commodity and share price) and volatility as primary inputs to these valuation techniques. Finally, we consider our own credit default swap spread as well as the credit default swap spreads associated with our counterparties in our estimation of fair value.



166


We have categorized our derivative assets and liabilities measured at fair value as follows:
December 31, 2020Level 1Level 2Level 3Total Gross Derivative Instruments
(millions of Canadian dollars)    
Financial assets    
   Current derivative assets    
        Foreign exchange contracts0 180 0 180 
        Interest rate contracts0 0 0 0 
        Commodity contracts43 33 67 143 
 43 213 67 323 
Long-term derivative assets   
       Foreign exchange contracts0 466 0 466 
       Interest rate contracts0 56 0 56 
       Commodity contracts1 24 14 39 
 1 546 14 561 
Financial liabilities   
   Current derivative liabilities   
       Foreign exchange contracts0 (185)0 (185)
       Interest rate contracts0 (425)0 (425)
       Commodity contracts(39)(18)(223)(280)
       Other contracts0 (4)0 (4)
 (39)(632)(223)(894)
Long-term derivative liabilities   
       Foreign exchange contracts0 (760)0 (760)
       Interest rate contracts0 (241)0 (241)
       Commodity contracts(1)(8)(49)(58)
 (1)(1,009)(49)(1,059)
Total net financial asset/(liability)   
       Foreign exchange contracts0 (299)0 (299)
       Interest rate contracts0 (610)0 (610)
       Commodity contracts4 31 (191)(156)
       Other contracts0 (4)0 (4)
 4 (882)(191)(1,069)
167


December 31, 2017Level 1
Level 2
Level 3
Total Gross Derivative Instruments
(millions of Canadian dollars) 
 
 
 
Financial assets 
 
 
 
Current derivative assets 
 
 
 
Foreign exchange contracts
143

143
Interest rate contracts
8

8
Commodity contracts1
30
114
145
 1
181
114
296
Long-term derivative assets 
 
 
 
Foreign exchange contracts
145

145
Interest rate contracts
13

13
Commodity contracts
2
21
23
 
160
21
181
Financial liabilities 
 
 
 
Current derivative liabilities 
 
 
 
Foreign exchange contracts
(359)
(359)
Interest rate contracts
(329)
(329)
Commodity contracts(13)(87)(339)(439)
Other contracts
(3)
(3)
 (13)(778)(339)(1,130)
Long-term derivative liabilities 
 
 
 
Foreign exchange contracts
(1,312)
(1,312)
Interest rate contracts
(40)
(40)
Commodity contracts
(3)(183)(186)
Other contracts
(1)
(1)
 
(1,356)(183)(1,539)
Total net financial asset/(liability) 
 
 
 
Foreign exchange contracts
(1,383)
(1,383)
Interest rate contracts
(348)
(348)
Commodity contracts(12)(58)(387)(457)
Other contracts
(4)
(4)
 (12)(1,793)(387)(2,192)

December 31, 2016Level 1
Level 2
Level 3
Total Gross Derivative Instruments
December 31, 2019December 31, 2019Level 1Level 2Level 3Total Gross Derivative Instruments
(millions of Canadian dollars) 
 
 
 
(millions of Canadian dollars) 
Financial assets 
 
 
 
Financial assets 
Current derivative assets 
 
 
 
Current derivative assets 
Foreign exchange contracts
109

109
Foreign exchange contracts161 161 
Interest rate contracts
3

3
Commodity contracts2
86
153
241
Commodity contracts33 130 163 
Other contractsOther contracts
2
198
153
353
198 130 328 
Long-term derivative assets 
 
 
 Long-term derivative assets 
Foreign exchange contracts
73

73
Foreign exchange contracts81 81 
Interest rate contracts
8

8
Commodity contracts
43
25
68
Commodity contracts12 17 
Other contracts
2

2
Other contracts

126
25
151
96 101 
Financial liabilities 
 
 
 Financial liabilities 
Current derivative liabilities 
 
 
 Current derivative liabilities 
Foreign exchange contracts
(995)
(995)Foreign exchange contracts(410)(410)
Interest rate contracts
(583)
(583)Interest rate contracts(353)(353)
Commodity contracts(12)(75)(272)(359)Commodity contracts(5)(23)(145)(173)
Other contracts
(4)
(4)
(12)(1,657)(272)(1,941) (5)(786)(145)(936)
Long-term derivative liabilities 
 
 
 Long-term derivative liabilities 
Foreign exchange contracts


(2,029)
(2,029)Foreign exchange contracts(934)(934)
Interest rate contracts
(473)
(473)Interest rate contracts(181)(181)
Commodity contracts
(10)(201)(211)Commodity contracts(6)(59)(65)

(2,512)(201)(2,713) (1,121)(59)(1,180)
Total net financial asset/(liability) 
 
 
 Total net financial asset/(liability) 
Foreign exchange contracts
(2,842)
(2,842)Foreign exchange contracts(1,102)(1,102)
Interest rate contracts
(1,045)
(1,045)Interest rate contracts(534)(534)
Commodity contracts(10)44
(295)(261)Commodity contracts(5)16 (69)(58)
Other contracts
(2)
(2)Other contracts
(10)(3,845)(295)(4,150) (5)(1,613)(69)(1,687)
 
The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments were as follows:
December 31, 2020Fair ValueUnobservable InputMinimum Price/VolatilityMaximum Price/VolatilityWeighted Average Price/VolatilityUnit of Measurement
(fair value in millions of Canadian dollars)      
Commodity contracts - financial1
      
Natural gas5 Forward gas price2.594.503.14
$/mmbtu2
Crude(17)Forward crude price41.3157.4047.57$/barrel
NGL(2)Forward NGL price0.451.040.96$/gallon
Power(48)Forward power price19.4072.7157.18$/MW/H 
Commodity contracts - physical1
      
Natural gas16 Forward gas price1.946.213.04
$/mmbtu2
Crude(147)Forward crude price42.0663.2547.55$/barrel 
NGL2 Forward NGL price0.441.500.71$/gallon 
 (191)     
December 31, 2017Fair Value
Unobservable InputMinimum Price/Volatility
Maximum Price/Volatility
Weighted Average Price/Volatility
Unit of Measurement
(fair value in millions of Canadian dollars) 
  
 
 
 
Commodity contracts - financial1
 
  
 
 
 
Natural gas(1)Forward gas price2.67
5.52
3.38
$/mmbtu3
Crude(4)Forward crude price43.76
65.60
51.03
$/barrel
NGL(12)Forward NGL price0.30
1.83
1.32
$/gallon
Power(110)Forward power price15.39
71.41
50.72
$/MW/H 
Commodity contracts - physical1
 
  
 
 
 
Natural gas(114)Forward gas price2.51
7.57
2.93
$/mmbtu3
Crude(148)Forward crude price34.38
80.56
69.01
$/barrel 
NGL3
Forward NGL price0.28
1.94
0.93
$/gallon 
Commodity options2
 
  
 
 
 
Crude(1)Option volatility15%24%22% 
Power
Option volatility29%55%35% 
 (387)  
 
 
 
1Financial and physical forward commodity contracts are valued using a market approach valuation technique.
1Financial and physical forward commodity contracts are valued using a market approach valuation technique.
2Commodity options contracts are valued using an option model valuation technique.
3One million British thermal units (mmbtu).
2One million British thermal units (mmbtu).
 

168



If adjusted, the significant unobservable inputs disclosed in the table above would have a direct impact on the fair value of our Level 3 derivative instruments. The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments include forward commodity prices, and for option contracts, price volatility. Changes in forward commodity prices could result in significantly different fair values for our Level 3 derivatives. Changes in price volatility would change the value of the option contracts. Generally, a change in the estimate of forward commodity prices is unrelated to a change in the estimate of price volatility.


Changes in net fair value of derivative assets and liabilities classified as Level 3 in the fair value hierarchy were as follows:
Year ended December 31,20202019
(millions of Canadian dollars)  
Level 3 net derivative liability at beginning of period(69)(11)
Total gain/(loss)  
Included in earnings1
(123)27 
Included in OCI2 (25)
 Settlements(1)(60)
Level 3 net derivative liability at end of period(191)(69)
Year ended December 31,2017
2016
(millions of Canadian dollars) 
 
Level 3 net derivative asset/(liability) at beginning of period(295)54
Total gain/(loss) 
 
Included in earnings1
(184)(113)
Included in OCI4
3
Settlements88
(239)
Level 3 net derivative liability at end of period(387)(295)
1Reported within Transportation and other services revenues,1Reported within Transportation and other services revenue, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
Our policy is to recognize transfers as at the last day of the reporting period. There were no transfers between levels as at December 31, 2017 or 2016.
FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
Our other long-term investments in other entities with no actively quoted prices are recorded at cost. The carrying value of other long-term investments recognized at cost totaled $99 million and $110 million as at December 31, 2017 and 2016, respectively.

We have Restricted long-term investments held in trust totaling $267 million and $90 million as at December 31, 2017 and 2016, respectively, which are recognized at fair value.
We have a held to maturity preferred share investment carried at its amortized cost of $371 million and $355 million as at December 31, 2017 and 2016, respectively. These preferred shares are entitled to a cumulative preferred dividend based on the yield of 10-year Government of Canada bonds plus a margin of 4.38%. The fair value of this preferred share investment approximates its face value of $580 million as at December 31, 2017 and 2016.
As at December 31, 2017 and 2016, our long-term debt had a carrying value of $64.0 billion and $40.8 billion, respectively, before debt issuance costs and a fair value of $67.4 billionOperating and $43.9 billion, respectively. We also have noncurrent notes receivable carried at book value recorded in Deferred amounts and other assetsadministrative expenses in the Consolidated Statements of Financial Position. AsEarnings.
There were no transfers into or out of Level 3 as at December 31, 2017 and 2016, the noncurrent notes receivable had a carrying value of $89 million and nil, and a fair value of $89 million and nil, respectively.2020 or 2019.

NET INVESTMENT HEDGES
We have designated a portion of our United StatesUS dollar denominated debt, as well as a portfolio of foreign exchange forward contracts, as a hedge of our net investment in United StatesUS dollar denominated investments and subsidiaries.
 
During the years ended December 31, 20172020 and 2016,2019, we recognized an unrealized foreign exchange gain of $117 million and a gain of $317 million, respectively, on the translation of United StatesUS dollar denominated debt of $367 million and $121 million, respectively, and an unrealized gain on the change in fair value of our outstanding foreign exchange

forward contracts of $286$13 million and $21$2 million, respectively, in OCI. During the years ended December 31, 20172020 and 2016,2019, we recognized a realized loss of $198$15 million and a realized gain of $3 million,NaN, respectively, in OCI associated with the settlement of foreign exchange forward contracts and also recognized a realized gainloss of $23 millionNaN and $26 million,loss of NaN, respectively, in OCI associated with the settlement of United StatesUS dollar denominated debt that had matured during the period. There was

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
Our other long-term investments in other entities with no ineffectiveness during the years endedactively quoted prices are classified as Fair Value Measurement Alternative (FVMA) investments and are recorded at cost less impairment. The carrying value of FVMA and other long-term investments totaled $52 million and $99 million as at December 31, 20172020 and 2016.2019, respectively.


In the first quarter of 2020, we recorded an other than temporary impairment loss of $1.7 billion on one of our equity method investments, DCP Midstream (Note 13). To calculate the impairment loss, we compared the carrying value of the DCP Midstream investment to its fair value at March 31, 2020. The fair value was based on the market price of DCP Midstream, LP's publicly-traded units as at March 31, 2020 and thus represented a Level 2 measurement. The carrying value of DCP Midstream was $331 million as at December 31, 2020.
24.
169


In the third quarter of 2020, we recorded other than temporary impairment losses on two of our equity method investments, SESH and Steckman Ridge (Note 13). To calculate the impairment losses, we compared the carrying values of the investments to their fair values. The fair values were determined based on a discounted cash flow model using inputs not observable in the market, and thus represent Level 3 measurements. We applied an 8% weighted average cost of capital and a long-term revenue growth rate of 0.5% to estimate the fair value of SESH, and a 9% weighted average cost of capital and a long-term revenue growth rate of 1% to estimate the fair value of Steckman Ridge. The carrying value of SESH and Steckman Ridge was $84 million and $90 million as at December 31, 2020, respectively.

We have Restricted long-term investments held in trust totaling $553 million and $434 million as at December 31, 2020 and 2019, respectively, which are recognized at fair value.
We have a held to maturity preferred share investment carried at its amortized cost of $567 million and $580 million as at December 31, 2020 and 2019, respectively. These preferred shares are entitled to a cumulative preferred dividend based on the yield of 10-year Government of Canada bonds plus a margin of 4.38%. The fair value of this preferred share investment approximates its face value of $567 million and $580 million as at December 31, 2020 and 2019.
As at December 31, 2020 and 2019, our long-term debt had a carrying value of $66.1 billion and $64.4 billion, respectively, before debt issuance costs and a fair value of $75.1 billion and $70.5 billion, respectively. We also have non-current notes receivable carried at book value and recorded in Deferred amounts and other assets in the Consolidated Statements of Financial Position. As at December 31, 2020 and 2019, the non-current notes receivable had a carrying value of $1.1 billion and $1.0 billion, respectively, which also approximates their fair value.

The fair value of other financial assets and liabilities other than derivative instruments, other long-term investments, restricted long-term investments and long-term debt approximate their cost due to the short period to maturity.

170


25. INCOME TAXES
 
INCOME TAX RATE RECONCILIATION
Year ended December 31,202020192018
(millions of Canadian dollars)   
Earnings before income taxes4,190 7,535 3,570 
Canadian federal statutory income tax rate15 %15 %15 %
Expected federal taxes at statutory rate629 1,130 536 
Increase/(decrease) resulting from:   
Provincial and state income taxes1
288 415 (24)
Foreign and other statutory rate differentials2
(53)129 94 
Impact of US tax reform0 (2)
Effects of rate-regulated accounting3
(145)(63)(163)
Foreign allowable interest deductions4
(4)(29)(134)
Part VI.1 tax, net of federal Part I deduction5
76 78 76 
Impairment of goodwill0 192 
US BEAT44 67 43 
Non-taxable portion of gain on sale of investment to
unrelated party6
0 31 
Valuation allowance7
(6)26 (172)
Intercorporate investments8
0 (14)(149)
Noncontrolling interests(8)(13)(47)
Other(47)(18)(44)
Income tax expense774 1,708 237 
Effective income tax rate18.5 %22.7 %6.6 %
1.The change in provincial and state income taxes from 2019 to 2020 reflects the decrease in earnings from operations and the impact of state tax apportionment and rate changes in both the US and Canada.
2.The change in foreign and other statutory rate differentials from 2019 to 2020 reflects the decrease in earnings from US operations.
3.The amount in 2019 included the federal component of the tax benefit of the write-off of regulatory assets.
4.The decrease in foreign allowable interest deductions in 2019 was due to changes in the related loan portfolio and tax legislative changes in Canada, the US, and Europe.
5.Part VI.1 tax is a tax levied on preferred share dividends paid in Canada.
6.The amount represents the federal component of the non-taxable portion of the gain on the sales of the Canadian Natural Gas Gathering and Processing Businesses in 2018.
7.The decrease in 2020 is due to the federal component of the tax effect of a valuation allowance on the deferred tax assets that, in 2019, were not more likely than not to be realized.
8.The amounts in 2019 and 2018 relate to the federal component of changes in assertions regarding the manner of recovery of intercorporate investments such that deferred tax related to outside basis temporary differences was required to be recorded for MATL and for Renewable Assets, respectively.
171

Year ended December 31,2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings before income taxes569
2,451
11
Canadian federal statutory income tax rate15%15%15%
Expected federal taxes at statutory rate85
368
2
Increase/(decrease) resulting from: 
 
 
Provincial and state income taxes1
133
34
(204)
Foreign and other statutory rate differentials(601)(56)310
Impact of United States tax reform2

(2,045)

Effects of rate-regulated accounting(189)(116)(52)
Foreign allowable interest deductions(124)(107)(84)
Part VI.1 tax, net of federal Part I deduction68
56
55
Goodwill write-down3
15


Intercompany sale of investment4

6
23
Non-taxable portion of gain on sale of investment to unrelated party5

(61)
Valuation allowance6
(17)22
154
    Intercorporate investment in EIPLP7
77


Noncontrolling interests(80)(15)(28)
Other8
(19)11
(6)
Income tax (recovery)/expense(2,697)142
170
Effective income tax rate(474.0)%5.8%1,545.5%

1The change in provincial and state income taxes from 2016 to 2017 reflects the increase in earnings from the Canadian operations and the impact of the United States tax reform on state income tax expense.
2The amount was due to the enactment of the “Tax Cuts and Jobs Act” by the United States on December 22, 2017, which included a reduction in the federal corporate income tax rate from 35% to 21% effective for taxation years beginning after December 31, 2017.
3The amount relates to the federal component of the tax effect a goodwill write-down pursuant to ASU 2017-04.
4In November 2016 and September 2015, certain assets were sold to entities under common control. The intercompany gains realized on these transfers were eliminated. However, because these transactions involved the sale of partnership units, tax consequences have been recognized in earnings.
5The amount in 2016 represents the federal component of the non-taxable portion of the gain on the sale of the South Prairie Region assets to unrelated party.
6The decrease from 2015 to 2016 is due to the federal component of the tax effect of a valuation allowance on the deferred tax assets related to an outside basis temporary difference that, in 2015, was no longer more likely than not to be realized.
7There was a change in assertion regarding the manner of recovery of the intercorporate investment in EIPLP such that deferred tax related to outside basis temporary differences was required to be recorded.
82015 included $17 million recovery related to the federal component of the tax effect of adjustments related to prior periods.

COMPONENTS OF PRETAX EARNINGS AND INCOME TAXES
Year ended December 31,202020192018
(millions of Canadian dollars)   
Earnings before income taxes   
Canada2,789 3,560 118 
US407 3,115 2,582 
Other994 860 870 
 4,190 7,535 3,570 
Current income taxes   
Canada165 347 311 
US64 107 66 
Other98 98 
 327 552 385 
Deferred income taxes   
Canada378 490 (598)
US66 672 439 
Other3 (6)11 
 447 1,156 (148)
Income tax expense774 1,708 237 
Year ended December 31,2017
2016
2015
(millions of Canadian dollars) 
 
 
Earnings/(loss) before income taxes 
 
 
Canada2,200
2,034
(1,365)
United States(2,431)(333)808
Other800
750
568
 569
2,451
11
Current income taxes 
 
 
Canada129
74
157
United States46
21
3
Other5
4
3
 180
99
163
Deferred income taxes 
 
 
Canada299
188
(558)
United States(3,160)(151)565
Other(16)6

 (2,877)43
7
Income tax (recovery)/expense

(2,697)142
170


COMPONENTS OF DEFERRED INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax consequences of differences between carrying amounts of assets and liabilities and their respective tax bases. Major components of deferred income tax assets and liabilities are as follows:
December 31,20202019
(millions of Canadian dollars)  
Deferred income tax liabilities  
Property, plant and equipment(7,786)(7,290)
Investments(4,649)(4,620)
Regulatory assets(1,156)(1,052)
Other(127)(40)
Total deferred income tax liabilities(13,718)(13,002)
Deferred income tax assets  
Financial instruments518 679 
Pension and OPEB plans251 206 
Loss carryforwards2,005 1,693 
Other1,461 1,641 
Total deferred income tax assets4,235 4,219 
Less valuation allowance(79)(84)
Total deferred income tax assets, net4,156 4,135 
Net deferred income tax liabilities(9,562)(8,867)
Presented as follows:
Total deferred income tax assets770 1,000 
Total deferred income tax liabilities(10,332)(9,867)
Net deferred income tax liabilities(9,562)(8,867)
December 31,2017
2016
(millions of Canadian dollars) 
 
Deferred income tax liabilities 
 
Property, plant and equipment(4,089)(3,867)
Investments(6,596)(2,938)
Regulatory assets(977)(439)
Other(50)(47)
Total deferred income tax liabilities(11,712)(7,291)
Deferred income tax assets 
 
Financial instruments697
1,215
Pension and OPEB plans258
219
Loss carryforwards1,781
1,189
Other1,057
374
Total deferred income tax assets3,793
2,997
Less valuation allowance(286)(572)
Total deferred income tax assets, net3,507
2,425
Net deferred income tax liabilities(8,205)(4,866)
Presented as follows:  
Total deferred income tax assets1,090
1,170
Total deferred income tax liabilities(9,295)(6,036)
Net deferred income tax liabilities(8,205)(4,866)


A valuation allowance has been established for certain loss and credit carryforwards, and outside basis temporary differences on investments that reduce deferred income tax assets to an amount that will more likely than not be realized.
 
172


As at December 31, 20172020 and 2016,2019, we recognized the benefit of unused tax loss carryforwards of $3.8$2.6 billion and $2.5$3.2 billion, respectively, in Canada which expire in 20252026 and beyond.


As at December 31, 20172020 and 2016,2019, we recognized the benefit of unused tax loss carryforwards of $2.1$5.8 billion and $1.3$3.6 billion, respectively, in the United StatesUS which expire in 20212023 and beyond.

As at December 31, 2017 and 2016, we recognized the benefit of unused capital loss carryforwards of $143 million and nil, respectively, in Canada which can be carried forward indefinitely.

As at December 31, 2017 and 2016, we recognized the benefit of unused capital loss carryforwards of $20 million and nil, respectively, in the United States which will expire in 2021.


We have not provided for deferred income taxes on the difference between the carrying value of substantially all of our foreign subsidiaries and their corresponding tax basis as the earnings of those subsidiaries are intended to be permanently reinvested in their operations. As such these investments are not anticipated to give rise to income taxes in the foreseeable future. The difference between the carrying values of the investments and their tax bases is largely a result of unremitted earnings and currency translation adjustments. The unremitted earnings and currency translation adjustment for which no deferred taxes have been recognized in respect of foreign subsidiaries were $2.1$5.5 billion and $4.1$5.3 billion for the period December 31, 20172020 and 2016,2019, respectively. If such earnings are remitted, in the form of dividends or otherwise, we may be subject to income taxes and foreign withholding taxes. The determination of the amount of unrecognized deferred income tax liabilities on such amounts is not practicable.
 
Enbridge and one or morecertain of our subsidiaries are subject to taxation in Canada, the United StatesUS and other foreign jurisdictions. The material jurisdictions in which we are subject to potential examinations include the United StatesUS (Federal) and Canada (Federal, Alberta and Ontario). We are open to examination by Canadian tax authorities for the 20092013 to 20172020 tax years and by United StatesUS tax authorities for the 20142017 to 20172020 tax years. We are currently under examination for income tax matters in Canada for the 20132014 to 20162017 tax years. We are not currently under examination for income tax matters in any other material jurisdiction where we are subject to income tax.


United States Tax Reform
On December 22, 2017, the United States enacted the TCJA. The changes in the TCJA are effective for taxation years beginning after December 31, 2017. While the changes are broad and complex, the most significant change is the reduction in the corporate federal income tax rate from 35% to 21%. We are also impacted by a one-time deemed repatriation or “toll” tax on undistributed earnings and profits of United States controlled foreign affiliates, including Canadian subsidiaries.

We have made reasonable estimates for the measurement and accounting of certain effects of the TCJA in accordance with SEC Staff Accounting Bulletin No.118 (SAB 118). We recorded a provisional $34 million increase to our 2017 current income tax provision related to the toll tax, payable over eight years. We recorded a provisional $2.0 billion decrease to our 2017 deferred income tax provision related to the reduction in the corporate federal income tax rate. The accounting for these provisional items decreased our accumulated deferred income tax liability by $3.1 billion and increased our regulatory liability by $1.1 billion. We have also adjusted our valuation allowance for certain deferred tax assets existing at December 31, 2016 for the reduction in the corporate federal income tax rate by $0.2 billion. We have recognized these provisional tax impacts and included these amounts in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TCJA. The accounting is expected to be complete when the 2017 US corporate income tax return is filed in 2018.

As provided for under SAB 118, we have not recorded the impact for certain items under the TCJA for which we have not yet been able to gather, prepare and analyze the necessary information in reasonable detail to complete the ASC 740 accounting. For these items, the current and deferred taxes were

recognized and measured based on the provisions of the tax laws that were in effect immediately prior to the TCJA being enacted. These certain items include but are not limited to the computation of state income taxes as there is uncertainty on conformity to the federal tax system following the TCJA, global intangible low taxed income, and base erosion and anti-abuse tax. The determination of the impact of the income tax effects of these items will require additional analysis of historical records and further interpretation of the TCJA from yet to be issued United States Treasury regulations which will require more time, information and resources than currently available to us.

UNRECOGNIZED TAX BENEFITS
Year ended December 31,2017
2016
Year ended December 31,20202019
(millions of Canadian dollars)  (millions of Canadian dollars)
Unrecognized tax benefits at beginning of year84
65
Unrecognized tax benefits at beginning of year129 139 
Gross increases for tax positions of current year15
27
Gross increases for tax positions of current year1 
Gross increases for tax positions of prior year65

Gross decreases for tax positions of prior yearGross decreases for tax positions of prior year(1)(1)
Change in translation of foreign currency(2)(2)Change in translation of foreign currency(3)(4)
Lapses of statute of limitations(8)(6)Lapses of statute of limitations(5)(6)
Settlements(4)
Unrecognized tax benefits at end of year150
84
Unrecognized tax benefits at end of year121 129 
 
The unrecognized tax benefits as at December 31, 2017,2020, if recognized, would impact our effective income tax rate. We do not anticipate further adjustments to the unrecognized tax benefits during the next 12 months that would have a material impact on our consolidated financial statements.
 
We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income taxes. IncomeInterest and penalties included in income taxes for the years ended December 31, 20172020 and 2016 included2019 were $3 million expense and $1$3 million recoveries,expense, respectively, of interest and penalties. As at December 31, 20172020 and 2016,2019, interest and penalties of $8$17 million and $6$15 million, respectively, have been accrued.


173
25.


26.  PENSION AND OTHER POSTRETIREMENT BENEFITS
 
PENSION PLANS
We maintain registeredsponsor Canadian and non-registered,US contributory and non-contributory registered defined benefit and defined contribution pension plans, which provide defined benefit and/or defined contribution pension benefits covering substantially all employees. The Canadian Plans provide Company funded defined benefit and/orand defined contribution pension benefits to our Canadian employees. The United StatesUS Plans provide Company funded defined benefit pension benefits to our United StatesUS employees. We also maintainsponsor supplemental non-contributory defined benefit pension plans, thatwhich provide pensionnon-registered benefits in excess of the basic plans for certain employees.employees in Canada and the US.

Defined Benefit PlansPension Plan Benefits
Benefits payable from the defined benefit pension plans are based on each plan participant’s years of service and final average remuneration. TheseSome benefits are partially inflation-indexed after a plan participant’s retirement. Our contributions are made in accordance with independent actuarial valuations andvaluations. Participant contributions to contributory defined benefit pension plans are invested primarily in publicly-traded equity and fixed income securities.based upon each plan participant’s current eligible remuneration.


Defined Contribution PlansPension Plan Benefits
ContributionsOur contributions are generally based on each plan participant’s age, years of service and current eligible remuneration. ForOur contributions for some defined contribution pension plans are also based on age and years of service. Our defined contribution pension benefit costs are equal amountsto the amount of contributions required to be contributedmade by us.

174



Benefit Obligation,Obligations, Plan Assets and Funded Status
The following table details the changes in the projected benefit obligation, the fair value of plan assets and the recorded assetassets or liabilityliabilities for our defined benefit pension plans:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)    
Change in projected benefit obligation    
Projected benefit obligation at beginning of year4,446 3,997 1,230 1,214 
Service cost148 149 44 45 
Interest cost128 139 31 41 
Participant contributions31 32 0 
Actuarial loss1
292 423 95 106 
Benefits paid(190)(187)(128)(101)
Plan settlements2
0 (99)0 (1)
Transfers out0 (8)0 (6)
Foreign currency exchange rate changes0 (23)(63)
Other0 (6)(5)
Projected benefit obligation at end of year3
4,855 4,446 1,243 1,230 
Change in plan assets
Fair value of plan assets at beginning of year3,827 3,523 1,104 1,045 
Actual return on plan assets288 448 83 176 
Employer contributions121 114 27 46 
Participant contributions31 32 0 
Benefits paid(190)(187)(128)(101)
Plan settlements2
0 (99)0 (1)
Transfers out0 (4)0 
Foreign currency exchange rate changes0 (18)(56)
Other0 (6)(5)
Fair value of plan assets at end of year4
4,077 3,827 1,062 1,104 
Underfunded status at end of year(778)(619)(181)(126)
Presented as follows:
Deferred amounts and other assets35 35 0 
Accounts payable and other(9)(9)(3)(4)
Other long-term liabilities(804)(645)(178)(122)
 (778)(619)(181)(126)
1Primarily due to decrease in the discount rate used to measure the benefit obligations.
2Plan settlements for the Canadian Plans are related to the disposition of our federally regulated BC Field Services business.
3The accumulated benefit obligation for our Canadian pension plans was $4.5 billion and $4.0 billion as at December 31, 2020 and 2019, respectively. The accumulated benefit obligation for our US pension plans was $1.2 billion as at December 31, 2020 and 2019.
4Assets in the amount of $11 million (2019 - $10 million) and $59 million (2019 - $51 million), related to our Canadian and US non-registered supplemental pension plan obligations, are held in grantor trusts and rabbi trusts that, in accordance with federal tax regulations, are not restricted from creditors. These assets are committed for the future settlement of benefit obligations included in the underfunded status as at the end of the year, however they are excluded from plan assets for accounting purposes.

175

 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars) 
 
  
 
Change in projected benefit obligation 
 
  
 
Projected benefit obligation at beginning of year2,270
2,064
 508
487
Service cost156
129
 48
26
Interest cost116
73
 35
16
Actuarial loss145
97
 57
15
Benefits paid(165)(87) (42)(21)
Foreign currency exchange rate changes

 (63)(14)
Acquired in Merger Transaction1,505

 811

Plan settlements

 (59)
Other6
(6) (16)(1)
Projected benefit obligation at end of year1
4,033
2,270
 1,279
508
Change in plan assets     
Fair value of plan assets at beginning of year2,019
1,886
 361
343
Actual return on plan assets308
146
 113
22
Employer contributions161
74
 57
28
Benefits paid(165)(87) (42)(21)
Foreign currency exchange rate changes

 (51)(10)
Acquired in Merger Transaction1,290

 731

Plan settlements

 (59)
Other6

 (13)(1)
Fair value of plan assets at end of year2
3,619
2,019
 1,097
361
Underfunded status at end of year(414)(251) (182)(147)
Presented as follows:     
Deferred amounts and other assets38
5
 

Accounts payable and other(60)
 (3)
Other long-term liabilities(392)(256) (179)(147)
 (414)(251) (182)(147)

1The accumulated benefit obligation for our Canadian pension plans was $3.7 billion and $978 million as at December 31, 2017 and 2016, respectively. The accumulated benefit obligation for our United States pension plans was $$1.2 billion and $462 million as at December 31, 2017 and 2016, respectively.
2Assets in the amount of $9 million (2016 - $8 million) and $40 million (2016 - $44 million), related to our Canadian and United States non-registered supplemental pension plan obligations, are held in grantor trusts that, in accordance with federal tax regulations, are not restricted from creditors. These assets are committed for the future settlement of benefit obligations included in the underfunded status as at the end of the year, however they are excluded from plan assets for accounting purposes.


Certain of our pension plans have projected and accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations,obligation, accumulated benefit obligationsobligation and the fair value of plan assets were as follows:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)
Projected benefit obligation4,434 1,481 1,243 103 
Accumulated benefit obligation4,094 1,361 1,207 98 
Fair value of plan assets3,621 1,087 1,062 
 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars)     
Projected benefit obligations1,444
2,188
 1,280
508
Accumulated benefit obligations1,306
978
 1,217
462
Fair value of plan assets


1,131
1,927
 1,098
361



Amount Recognized in Accumulated Other Comprehensive Income
The amountsamount of pre-tax AOCI relating to our pension plans are as follows:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)    
Net actuarial loss542 445 233 134 
Prior service credit0 (1)(2)
Total amount recognized in AOCI1
542 445 232 132 
 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars) 
 
  
 
Net actuarial gain334
310
 112
121
Total amount recognized in AOCI334
310
 112
121
1 Excludes amounts related to cumulative translation adjustment.


Net Periodic Benefit CostsCost and Other Amounts Recognized in Comprehensive Income
The components of net periodic benefit cost and other amounts recognized in pre-tax OCIComprehensive income related to our pension plans are as follows:
CanadaUS
Year ended December 31,202020192018202020192018
(millions of Canadian dollars)
Service cost148 149 149 44 45 45 
Interest cost1
128 139 130 31 41 38 
Expected return on plan assets1
(260)(245)(245)(88)(78)(88)
Amortization/settlement of net actuarial loss1
42 41 25 1 
Amortization/curtailment of prior service (credit)/
   cost1
0 (1)(1)
Net periodic benefit cost58 84 59 (13)
Defined contribution benefit cost6 11 0 
Net pension cost recognized in Earnings64 92 70 (13)
Amount recognized in OCI:
Effect of plan combination0 0 (6)
 Amortization/settlement of net actuarial loss(21)(26)(11)(1)(2)(7)
Amortization/curtailment of prior service credit/(cost)0 1 (3)
Net actuarial loss arising during the year118 115 112 100 28 
Total amount recognized in OCI97 89 101 100 18 
Total amount recognized in Comprehensive income161 181 171 87 10 23 
 Canada United States
Year ended December 31,2017
2016
2015
 2017
2016
2015
(millions of Canadian dollars)       
Service cost156
129
137
 48
26
30
Interest cost116
73
81
 35
16
17
Expected return on plan assets(201)(127)(120) (57)(21)(22)
Amortization of actuarial loss29
32
39
 10
3
10
Net defined benefit costs100
107
137
 36
24
35
Defined contribution benefit costs11
3
3
 15


Net benefit cost recognized in Earnings111
110
140
 51
24
35
Amount recognized in OCI:       
 Net actuarial (gain)/loss arising during the year38
28
(58) 
16
(19)
 Amortization of net actuarial gain(14)(14)(20) (9)(6)(10)
Total amount recognized in OCI24
14
(78) (9)10
(29)
Total amount recognized in Comprehensive income135
124
62
 42
34
6

We estimate that approximately $25 million related to the Canadian pension plans and $4 million related to the United States pension plans as at December 31, 2017 will be reclassified from AOCI into earnings1 Reported within Other income/(expense) in the next 12 months.Consolidated Statements of Earnings.

176


Actuarial Assumptions
The weighted average assumptions made in the measurement of the projected benefit obligationsobligation and net periodic benefit cost of our pension plans are as follows:
 CanadaUS
202020192018202020192018
Projected benefit obligation
Discount rate2.6 %3.0 %3.8 %2.2 %3.0 %3.9 %
Rate of salary increase2.3 %3.2 %3.2 %2.7 %2.9 %2.8 %
Cash balance interest credit rateN/AN/AN/A4.3 %4.5 %4.5 %
Net periodic benefit cost
Discount rate3.0 %3.8 %3.6 %3.0 %3.9 %3.4 %
Rate of return on plan assets6.8 %7.0 %6.8 %7.9 %8.0 %7.4 %
Rate of salary increase3.2 %3.2 %3.2 %2.9 %2.9 %2.9 %
Cash balance interest credit rateN/AN/AN/A4.5 %4.5 %4.5 %
 Canada United States
 2017
2016
2015
 2017
2016
2015
Projected benefit obligations       
Discount rate3.6%4.0%4.2% 3.5%4.0%4.1%
Rate of salary increase3.2%3.7%3.6% 3.1%3.3%3.3%
Net benefit cost       
Discount rate4.0%4.2%4.0% 4.0%4.1%3.7%
Rate of return on plan assets6.5%6.5%4.4% 7.2%7.2%7.1%
Rate of salary increase3.7%3.6%2.5% 3.3%3.2%4.0%

The overall expected rate of return is based on the asset allocation targets with estimates for returns on equity and debt securities based on long-term expectations.


OTHER POSTRETIREMENT BENEFITSBENEFIT PLANS
We sponsor funded and unfunded defined benefit OPEB primarily includesPlans, which provide non-contributory supplemental health, dental, life and dental, health spending accounts and life insuranceaccount benefit coverage for certain qualifying retired employees on a non-contributory basis.employees.


177


Benefit Obligations, Plan Assets and Funded Status
The following table details the changes in the accumulated postretirement benefit obligation, the fair value of plan assets and the recorded assetassets or liabilityliabilities for our defined benefit OPEB plans:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)    
Change in accumulated postretirement benefit obligation    
Accumulated postretirement benefit obligation at beginning of year293 282 288 305 
Service cost5 2 
Interest cost8 10 7 10 
Participant contributions0 4 
Actuarial loss1
21 15 17 
Benefits paid(6)(6)(28)(28)
Plan amendments0 (33)
Foreign currency exchange rate changes0 (4)(15)
Other0 (13)1 
Accumulated postretirement benefit obligation at end of year321 293 254 288 
Change in plan assets
Fair value of plan assets at beginning of year0 188 181 
Actual return on plan assets0 14 27 
Employer contributions6 12 10 
Participant contributions0 4 
Benefits paid(6)(6)(28)(28)
Foreign currency exchange rate changes0 (3)(9)
Other0 1 
Fair value of plan assets at end of year0 188 188 
Underfunded status at end of year(321)(293)(66)(100)
Presented as follows:
Deferred amounts and other assets0 19 
Accounts payable and other(13)(12)(6)(8)
Other long-term liabilities(308)(281)(79)(92)
 (321)(293)(66)(100)
1 Primarily due to decrease in the discount rate used to measure the benefit obligations.

Certain of our OPEB plans have an accumulated benefit obligation in excess of the fair value of plan assets. For these plans, the accumulated benefit obligation and fair value of plan assets were as follows:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)
Accumulated benefit obligation321 293 191 288 
Fair value of plan assets0 106 188 

178

 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars) 
 
  
 
Change in accumulated postretirement benefit obligation 
 
  
 
Accumulated postretirement benefit obligation at beginning of year

179
173
 133
135
Service cost7
4
 5
4
Interest cost10
6
 10
5
Participant contributions

 4
1
Actuarial (gain)/loss(8)2
 (34)10
Benefits paid(10)(6) (19)(6)
Foreign currency exchange rate changes

 (17)(4)
Acquired in Merger Transaction146

 254

Other(3)
 1
(12)
Accumulated postretirement benefit obligation at end of year

321
179
 337
133
Change in plan assets     
Fair value of plan assets at beginning of year

 115
115
Actual return on plan assets

 21
5
Employer contributions10
6
 1
3
Participant contributions

 4
1
Benefits paid(10)(6) (19)(6)
Foreign currency exchange rate changes

 (11)(3)
Acquired in Merger Transaction



 102

Fair value of plan assets at end of year

 213
115
Underfunded status at end of year(321)(179) (124)(18)
Presented as follows:     
Deferred amounts and other assets

 7
4
Accounts payable and other(12)(7) (7)
Other long-term liabilities(309)(172) (124)(22)
 (321)(179) (124)(18)


Amount Recognized in Accumulated Other Comprehensive Income
The amountsamount of pre-tax AOCI relating to our OPEB plans are as follows:
 CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)    
Net actuarial (gain)/loss15 (7)(7)(23)
Prior service credit(1)(1)(44)(13)
Total amount recognized in AOCI1
14 (8)(51)(36)
 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars) 
 
  
 
Net actuarial gain/(loss)17
25
 (15)29
Prior service cost(2)2
 (11)(15)
Total amount recognized in AOCI15
27
 (26)14
1 Excludes amounts related to cumulative translation adjustment.


Net Periodic Benefit CostsCost and Other Amounts Recognized in Comprehensive Income
The components of net periodic benefit cost and other amounts recognized in pre-tax OCIComprehensive income related to our OPEB plans are as follows:
 CanadaUS
Year ended December 31,202020192018202020192018
(millions of Canadian dollars)      
Service cost5 2 
Interest cost1
8 10 10 7 10 10 
Expected return on plan assets1
0 (12)(12)(12)
Amortization/settlement of net actuarial gain1
(1)(7)(1)(1)
Amortization/curtailment of prior service credit1
0 (1)(2)(2)(4)
Net periodic benefit cost recognized in Earnings12 18 (6)(2)(4)
Amount recognized in OCI:
Amortization/settlement of net actuarial gain1 1 
Amortization/curtailment of prior service credit0 2 
Net actuarial (gain)/loss arising during the year21 15 (46)15 (8)(1)
Prior service credit0 (33)(8)
Total amount recognized in OCI22 23 (46)(15)(6)(4)
Total amount recognized in Comprehensive income34 30 (28)(21)(8)(8)
 Canada United States
Year ended December 31,2017
2016
2015
 2017
2016
2015
(millions of Canadian dollars) 
 
 
  
 
 
Service cost7
4
3
 5
4
5
Interest cost10
6
7
 10
5
4
Expected return on plan assets


 (10)(6)(6)
Amortization of actuarial loss and prior service cost1

1
 


Net OPEB cost recognized in Earnings18
10
11
 5
3
3
Amount recognized in OCI:       
Net actuarial (gain)/loss arising during the year(8)2
2
 (42)12
16
Amortization of net actuarial (gain)/loss(1)(1)(1) 1
(1)
Prior service cost(3)

 1
(12)(7)
Total amount recognized in OCI(12)1
1
 (40)(1)9
Total amount recognized in Comprehensive income6
11
12
 (35)2
12

We estimate that approximately nil related to the Canadian OPEB plans and $2 million related to the United States OPEB plans as at December 31, 2017 will be reclassified from AOCI into earnings1 Reported within Other income/(expense) in the next 12 months.Consolidated Statements of Earnings.


Actuarial Assumptions
The weighted average assumptions made in the measurement of the accumulated postretirement benefit obligationsobligation and net periodic benefit cost of our OPEB plans are as follows:
 CanadaUS
202020192018202020192018
Accumulated postretirement benefit obligation
Discount rate2.6 %3.1 %3.8 %2.0 %2.8 %4.0 %
Net periodic benefit cost
Discount rate3.1 %3.8 %3.6 %2.8 %4.0 %3.3 %
Rate of return on plan assetsN/AN/AN/A6.7 %6.7 %5.7 %

179

 Canada United States
 2017
2016
2015
 2017
2016
2015
Accumulated postretirement benefit obligations

       
Discount rate3.6%4.0%4.2% 3.5%3.6%4.2%
Net OPEB cost       
Discount rate4.0%4.2%4.0% 4.0%3.8%3.9%
Rate of return on plan assets







 6.0%6.0%6.0%


The overall expected rate of return is based on the asset allocation targets with estimates for returns on equity and debt securities based on long-term expectations.

Assumed Health Care Cost Trend Rates
The assumed rates for the next year used to measure the expected cost of benefits are as follows:
CanadaUS
2020201920202019
Health care cost trend rate assumed for next year4.0 %4.0 %6.8 %7.2 %
Rate to which the cost trend is assumed to decline (ultimate trend rate)4.0 %4.0 %4.5 %4.5 %
Year that the rate reaches the ultimate trend rateN/AN/A20372037
 Canada United States
 2017
2016
 2017
2016
Health care cost trend rate assumed for next year

5.5%5.4% 7.4%6.9%
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
 

4.4%4.5% 4.5%4.5%
Year that the rate reaches the ultimate trend rate

2034
2034
 2037
2037


A 1% change in the assumed health care cost trend rate would have the following effects for the year ended and as at December 31, 2017:
 Canada United States
 1% Increase
1% Decrease

 1% Increase
1% Decrease

(millions of Canadian dollars)     
Effect on total service and interest costs

 

2
(1) 1
(1)
Effect on accumulated postretirement benefit obligation


28
(23) 20
(17)


PLAN ASSETS
We manage the investment risk of our pension funds by setting a long-term asset mix policy for each plan after consideration of: (i) the nature of pension plan liabilities; (ii) the investment horizon of the plan; (iii) the going concern and solvency funded status and cash flow requirements of the plan; (iv) our operating environment and financial situation and our ability to withstand fluctuations in pension contributions; and (v) the future economic and capital markets outlook with respect to investment returns, volatility of returns and correlation between assets.


The overall expected rate of return on plan assets is based on the asset allocation targets with estimates for returns based on long-term expectations.

The asset allocation targets and major categories of plan assets are as follows:
 CanadaUS
TargetDecember 31,TargetDecember 31,
Asset CategoryAllocation20202019Allocation20202019
Equity securities43.5 %47.2 %46.4 %45.0 %55.6 %55.2 %
Fixed income securities30.0 %29.6 %31.0 %20.0 %17.2 %19.8 %
Alternatives1
26.5 %23.2 %22.6 %35.0 %27.2 %25.0 %
1Alternatives include investments in private debt, private equity, infrastructure and real estate funds.

180


 Canada United States
 TargetDecember 31, TargetDecember 31,
Asset CategoryAllocation2017
2016
 Allocation2017
2016
Equity securities40.0 - 70.0%52.0%47.0% 52.5 - 70.0%47.1%55.4%
Fixed income securities27.5 - 60.0%34.2%39.0% 27.5 - 30.0%47.7%33.0%
Other0.0 - 20.0%13.8%14.0% 0.0 - 20.0%5.2%11.6%

Pension Plans
The following tables summarizetable summarizes the fair value of plan assets for our pension and OPEB plans recorded at each fair value hierarchy level.level:

 CanadaUS
Level 11
Level 22
Level 33
Total
Level 11
Level 22
Level 33
Total
(millions of Canadian dollars)        
December 31, 2020
Cash and cash equivalents213 0 0 213 5 0 0 5 
Equity securities
Canada178 188 0 366 0 0 0 0 
US2 0 0 2 0 0 0 0 
Global0 1,556 0 1,556 0 590 0 590 
Fixed income securities
Government207 378 0 585 0 75 0 75 
Corporate0 410 0 410 0 103 0 103 
Alternatives4
0 0 912 912 0 0 289 289 
Forward currency contracts0 33 0 33 0 0 0 0 
Total pension plan assets at fair value600 2,565 912 4,077 5 768 289 1,062 
December 31, 2019
Cash and cash equivalents184 184 14 14 
Equity securities
Canada165 183 348 
US93 93 
Global1,429 1,429 516 516 
Fixed income securities
Government196 418 614 164 164 
Corporate388 388 41 41 
Alternatives4
852 852 276 276 
Forward currency contracts12 12 
Total pension plan assets at fair value545 2,430 852 3,827 14 814 276 1,104 
Pension
1Level 1 assets include assets with quoted prices in active markets for identical assets.
 Canada United States
 
Level 11

Level 22

Level 33

Total
 
Level 11

Level 22

Level 33

Total
(millions of Canadian dollars) 
 
 
 
  
 
 
 
December 31, 2017         
Cash and cash equivalents169


169
 2


2
Equity securities         
Canada842
425

1,267
 



United States427


427
 343


343
Global189


189
 122
52

174
Fixed income securities         
Government933


933
 



Corporate301
3

304
 522
1

523
Infrastructure and real estate4


340
340
 

56
56
Forward currency contracts
(10)
(10) 
(1)
(1)
Total pension plan assets at fair value2,861
418
340
3,619
 989
52
56
1,097
December 31, 2016         
Cash and cash equivalents156


156
 3


3
Equity securities         
United States219


219
 54


54
Canada425


425
 



Global165
140

305
 116
30

146
Fixed income securities         
Government351


351
 



Corporate277
3

280
 116


116
Infrastructure and real estate4


281
281
 

40
40
Forward currency contracts
2

2
 
2

2
Total pension plan assets at fair value1,593
145
281
2,019
 289
32
40
361
2Level 2 assets include assets with significant observable inputs.

3Level 3 assets include assets with significant unobservable inputs.
OPEB
4Alternatives include investments in private debt, private equity, infrastructure and real estate funds. Fund values are based on the NAV of the funds that invest directly in the aforementioned underlying investments. The values of the investments have been estimated using the capital accounts representing the plan's ownership interest in the funds.
 Canada United States
 
Level 11

Level 22

Level 33

Total
 
Level 11

Level 22

Level 33

Total
(millions of Canadian dollars) 
 
 
 
  
 
 
 
December 31, 2017         
Cash and cash equivalents



 1


1
Equity securities         
United States



 80


80
Global



 36


36
Fixed income securities         
Government



 96


96
Total OPEB plan assets at fair value





 213


213
December 31, 2016         
Cash and cash equivalents



 1


1
Equity securities         
United States



 35


35
Global



 34


34
Fixed income securities         
Government



 45


45
Total OPEB plan assets at fair value





 115


115
1Level 1 assets include assets with quoted prices in active markets for identical assets.
2Level 2 assets include assets with significant observable inputs.
3Level 3 assets include assets with significant unobservable inputs.
4The fair values of the infrastructure and real estate investments are established through the use of valuation models.


Changes in the net fair value of pension plan assets classified as Level 3 in the fair value hierarchy were as follows:
CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)   
Balance at beginning of year852 562 276 130 
Unrealized and realized gains/(losses)(27)10 7 13 
Purchases and settlements, net87 280 6 133 
Balance at end of year912 852 289 276 

181


 Canada United States
December 31,2017
2016
 2017
2016
(millions of Canadian dollars) 
 
  
 
Balance at beginning of year281
248
 40
49
Unrealized and realized gains26
20
 5
2
Purchases and settlements, net33
13
 11
(11)
Balance at end of year340
281
 56
40
OPEB Plans
The following table summarizes the fair value of plan assets for our OPEB plans recorded at each fair value hierarchy level:
 CanadaUS
Level 11
Level 22
Level 33
Total
Level 11
Level 22
Level 33
Total
(millions of Canadian dollars)        
December 31, 2020
Equity securities
US0 0 0 0 0 35 0 35 
Global0 0 0 0 0 79 0 79 
Fixed income securities
Government0 0 0 0 38 6 0 44 
Corporate0 0 0 0 0 8 0 8 
Alternatives4
0 0 0 0 0 0 22 22 
Total OPEB plan assets at fair value0 0 0 0 38 128 22 188 
December 31, 2019
Cash and cash equivalents
Equity securities
US75 75 
Global38 38 
Fixed income securities
Government40 15 55 
Alternatives4
18 18 
Total OPEB plan assets at fair value42 128 18 188 
1Level 1 assets include assets with quoted prices in active markets for identical assets.
2Level 2 assets include assets with significant observable inputs.
3Level 3 assets include assets with significant unobservable inputs.
4Alternatives includes investments in private debt, private equity, infrastructure and real estate.

Changes in the net fair value of OPEB plan assets classified as Level 3 in the fair value hierarchy were as follows:
CanadaUS
December 31,2020201920202019
(millions of Canadian dollars)
Balance at beginning of year0 18 
Unrealized and realized gains0 1 
Purchases and settlements, net0 3 12 
Balance at end of year0 22 18 

EXPECTED BENEFIT PAYMENTS
Year ending December 31,202120222023202420252026-2030
(millions of Canadian dollars)      
Pension
Canada185 189 194 198 203 1,078 
US139 76 75 75 74 353 
OPEB
Canada12 13 13 13 13 71 
US19 18 17 16 15 66 
 
EXPECTED BENEFIT PAYMENTS AND EMPLOYER CONTRIBUTIONS
Year ended December 31,2018
2019
2020
2021
2022
2023-2027
(millions of Canadian dollars) 
 
 
 
 
 
Pension      
Canada158
165
172
180
187
1,036
United States82
81
85
83
92
453
OPEB      
Canada12
12
13
13
14
43
United States25
25
25
25
24
110
In 2018,2021, we expect to contribute approximately $126$102 million and $36$49 million to the Canadian and United StatesUS pension plans, respectively, and $12 million and $7 million to the Canadian and United StatesUS OPEB plans, respectively.


182


RETIREMENT SAVINGS PLANS
In addition to the retirementpension and OPEB plans discussed above, we also have defined contribution employee savings plans available to both Canadian and United StatesUS employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 5.0%2.5% and 6.0% of eligible pay per pay period for Canadian and US employees, and up to 6.0% of eligible pay per pay period for United States employees.respectively. For the years ended December 31, 2017, 20162020, 2019 and 2015, we expensed2018, pre-tax employer matching contributions of $14contribution costs were NaN, $4 million nil and nil$13 million, respectively, for Canadian employees and $31$27 million $13each year for US employees.

27. LEASES

LESSEE
We incur operating lease expenses related primarily to real estate, pipelines, storage and equipment. Our operating leases have remaining lease terms of 1 month to 35 years as at December 31, 2020.

For the years ended December 31, 2020 and 2019, we incurred operating lease expenses of $107 million and $15$113 million, for United States employees, respectively. Operating lease expenses are reported under Operating and administrative expenses on the Consolidated Statements of Earnings.


For the years ended December 31, 2020 and 2019, operating lease payments to settle lease liabilities were $133 million and $123 million, respectively. Operating lease payments are reported under operating activities in the Consolidated Statements of Cash Flows.
26.
Supplemental Statements of Financial Position Information
December 31, 2020December 31,
2019
(millions of Canadian dollars, except lease term and discount rate)
Operating leases
Operating lease right-of-use assets, net1
708713
Operating lease liabilities - current2
8094
Operating lease liabilities - long-term3
681689
Total operating lease liabilities761783
Finance leases
Finance lease right-of-use assets, net1
12489
Finance lease liabilities - current2
1716
Finance lease liabilities - long-term3
9878
Total finance lease liabilities11594
Weighted average remaining lease term
Operating leases13 years13 years
Finance leases22 years23 years
Weighted average discount rate
Operating leases4.1 %4.3 %
Finance leases2.9 %3.6 %
1Right-of-use assets are reported under Deferred amounts and other assets in the Consolidated Statements of Financial Position.
2Current lease liabilities are reported under Accounts payable and other in the Consolidated Statements of Financial Position.
3Long-term lease liabilities are reported under Other long-term liabilities in the Consolidated Statements of Financial Position.

183


As at December 31, 2020, our operating and finance lease liabilities are expected to mature as follows:
Operating leasesFinance leases
(millions of Canadian dollars)
2021121 18 
2022116 16 
202396 16 
202490 13 
202584 6 
Thereafter531 84 
Total undiscounted lease payments1,038 153 
Less imputed interest(277)(38)
Total761 115 

LESSOR
We receive revenues from operating leases primarily related to natural gas and crude oil storage and processing facilities, rail cars, and wind power generation assets. Our operating leases have remaining lease terms of 1 month to 23 years as at December 31, 2020.
Year ended December 31,20202019
(millions of Canadian dollars)
Operating lease income265 265 
Variable lease income361 360 
Total lease income1
626 625 
1Lease income is recorded under Transportation and other services in the Consolidated Statements of Earnings.

As at December 31, 2020, the following table sets out future lease payments to be received under operating lease contracts where we are the lessor:
Operating leases
(millions of Canadian dollars)
2021242 
2022229 
2023212 
2024206 
2025199 
Thereafter2,201 
Future lease payments3,289 

28. CHANGES IN OPERATING ASSETS AND LIABILITIES
 
Year ended December 31,202020192018
(millions of Canadian dollars)   
Accounts receivable and other1,546 (547)857 
Accounts receivable from affiliates8 54 
Inventory(254)(24)164 
Deferred amounts and other assets(586)133 226 
Accounts payable and other(770)63 (151)
Accounts payable to affiliates1 (24)(122)
Interest payable31 (41)25 
Other long-term liabilities117 175 (138)
 93 (259)915 

184
Year ended December 31,2017
2016
2015
(millions of Canadian dollars) 
 
 
Restricted Cash15


Accounts receivable and other(783)(437)698
Accounts receivable from affiliates24
(7)82
Inventory(289)(371)(315)
Deferred amounts and other assets(138)(183)364
Accounts payable and other286
396
(1,472)
Accounts payable to affiliates(62)71
(26)
Interest payable124
20
31
Other long-term liabilities509
153
(7)
 (314)(358)(645)




27. 29. RELATED PARTY TRANSACTIONS
 
Related party transactions are conducted in the normal course of business and unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.


SERVICE AGREEMENTSOur transactions with significantly influenced investees are as follows:
Vector Pipeline L.P. (Vector), a joint venture, contracts our services to operate the pipeline. Amounts for these services, which are charged at cost in accordance with service agreements, were $14 million for the year ended December 31, 2017 and $7 million for each of the years ended December 31, 2016 and 2015.
Year ended December 31, 2020Transportation and Other ServicesOperating and AdministrativeCommodity SalesCommodity CostsGas Distribution costs
(millions of Canadian dollars)
Alliance Pipeline Limited0 0 0 81 0 
Aux Sable Midstream LLC0 0 0 2 0 
Aux Sable Canada LP0 0 0 91 0 
Seaway Crude Pipeline System0 342 0 256 0 
Alliance Canada Marketing L.P.0 0 64 17 0 
NEXUS Gas Transmission, LLC69 21 0 0 116 
Vector Pipeline L.P.0 7 0 0 19 
Énergir, L.P.37 0 0 0 0 
DCP Midstream, LLC3 0 24 0 0 
Gulfstream Management and Operating Services, LLC0 4 0 0 0 
Sabal Trail Transmission, LLC0 25 0 0 0 
Steckman Ridge0 4 0 0 0 
Noverco0 0 3 0 0 
TRANSPORTATION AGREEMENTS
Certain wholly-owned subsidiaries within the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Energy Services segments have committed and uncommitted transportation arrangements with several joint venture affiliates that are accounted for using the equity method. Total amounts charged to us for transportation services for the years ended December 31, 2017, 2016 and 2015 were $417 million, $357 million and $332 million, respectively.
Year ended December 31, 2019Transportation and Other ServicesOperating and AdministrativeCommodity SalesCommodity CostsGas Distribution costs
(millions of Canadian dollars)
Alliance Pipeline Limited112 
Aux Sable Midstream LLC14 
Aux Sable Canada LP61 272 
Seaway Crude Pipeline System327 240 
Alliance Canada Marketing L.P.106 46 
NEXUS Gas Transmission, LLC62 17 114 
Vector Pipeline L.P.19 
Énergir, L.P.38 
DCP Midstream, LLC36 
Gulfstream Management and Operating Services, LLC
Sabal Trail Transmission, LLC23 
Steckman Ridge

LEASE AGREEMENTS
185


A wholly-owned subsidiary within the Liquids Pipelines segment has a lease arrangement with a joint venture affiliate. During the years ended December 31, 2017, 2016 and 2015, expenses related to the lease arrangement totaled $304 million, $287 millionand$151 million, respectively, and were recorded to Operating and administrative expense in the Consolidated Statements of Earnings.
Year ended December 31, 2018Transportation and Other ServicesOperating and AdministrativeCommodity SalesCommodity CostsGas Distribution costs
(millions of Canadian dollars)
Alliance Pipeline Limited93 
Aux Sable Midstream LLC
Aux Sable Canada LP72 189 
Seaway Crude Pipeline System309 149 
Alliance Canada Marketing L.P.125 49 
NEXUS Gas Transmission, LLC
Vector Pipeline L.P.20 
DCP Midstream, LLC52 
Gulfstream Management and Operating Services, LLC
Sabal Trail Transmission, LLC18 
Steckman Ridge


AFFILIATE REVENUES AND PURCHASES
Certain wholly-owned subsidiaries within the Gas Distribution and Energy Services segments made natural gas and NGL purchases of $142 million, $98 millionand$228 million from several joint venture affiliates during the years ended December 31, 2017, 2016 and 2015, respectively.
Natural gas sales of $60 million, $49 millionand$5 million were made by certain wholly-owned subsidiaries within the Energy Services segment to several joint venture affiliates during the years ended December 31, 2017, 2016 and 2015, respectively.

DCP Midstream processes certain of our pipeline customers' gas to meet gas quality specifications in order to be transported on our system. DCP Midstream processes the gas and sells the NGLs that are extracted from the gas. A portion of the proceeds from those sales are retained by DCP Midstream and the balance is remitted to us. We received proceeds of $47 million (US$36 million) during the year ended December 31, 2017 from DCP Midstream related to those sales.

In addition to the above, we recorded other revenues from DCP Midstream and its affiliates related to the transportation and storage of natural gas of $4 million (US$3 million) during the year ended December 31, 2017.

In the ordinary course of business, we are reimbursed by joint venture partners for operating and maintenance expenses for certain projects. We received reimbursements from Spectra Energy joint ventures of $10 million (US$8 million) during the year ended December 31, 2017.

RECOVERIES OF COSTS
We provide certain administrative and other services to certain operating entities acquired through the Merger Transaction, and recorded recoveries of costs from these affiliates of $88 million (US$68 million) for the year ended December 31, 2017. Cost recoveries are recorded as a reduction to Operating and administrative expense in the Consolidated Statements of Earnings.


LONG-TERM NOTES RECEIVABLE FROM AFFILIATES
As at December 31, 2017,2020, amounts receivable from affiliates include a series of loans to Vector and other affiliates totaling $109$1,108 million and $167($1,023 million respectively ($130 million and $140 million, respectively as at December 31, 2016)2019), whichrequire quarterly or semi-annual interest payments at annual interest rates ranging from 4%3% to 12%8%. These amounts are included in Deferreddeferred amounts and other assets in the Consolidated Statements of Financial position.


28.30.  COMMITMENTS AND CONTINGENCIES
 
COMMITMENTS
At December 31, 2017,2020, we have commitments as detailed below.below:
Total
Less
than
1 year
2 years3 years4 years5 yearsThereafter
(millions of Canadian dollars)       
Annual debt maturities1
65,358 2,942 10,062 2,565 7,990 5,011 36,788 
Interest obligations2
34,799 2,417 2,332 2,193 2,037 1,881 23,939 
Purchase of services, pipe and other materials, including transportation3,4
9,206 3,124 1,436 762 783 560 2,541 
Maintenance agreements454 61 59 29 28 27 250 
Right-of-ways commitments1,173 31 38 38 38 38 990 
Total110,990 8,575 13,927 5,587 10,876 7,517 64,508 
 Total
Less
than
1 year

2 years
3 years
4 years
5 years
Thereafter
(millions of Canadian dollars) 
 
 
 
 
 
 
Annual debt maturities1,2 
62,927
2,831
6,273
6,722
2,505
8,839
35,757
Interest obligations2,3
42,083
2,485
2,298
2,117
1,941
1,853
31,389
Purchase of services, pipe and other materials, including transportation4,5
14,396
4,144
2,455
1,496
1,255
1,163
3,883
Operating leases746
91
86
80
74
78
337
Capital leases35
9
8
2
2
2
12
Maintenance agreements322
38
32
17
15
15
205
Land lease commitments405
15
16
16
16
16
326
Total120,914
9,613
11,168
10,450
5,808
11,966
71,909
1Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discount, debt issue costs, finance lease obligations and fair value adjustment. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
1
Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discount, debt issue costs and capital lease obligations. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
2Includes debentures and term notes bearing interest at fixed, floating and fixed-to-floating rates.
3Includes capital and operating commitments.
4Consists primarily of gas transportation and storage contracts, firm capacity payments and gas purchase commitments, transportation, service and product purchase obligations, and power commitments.
2
Excludes the debt issuance of US$800 million senior notes that occurred subsequent to December 31, 2017 (Note 30).
3
Includes debentures and term notes bearing interest at fixed, floating and fixed-to-floating rates.
4Includes capital and operating commitments.
5Consists primarily of gas transportation and storage contracts (EGD), firm capacity payments and gas purchase commitments (Spectra Energy), transportation, service and product purchase obligations (MEP), and power commitments (EEP).
 
Total rental expense for operating leases included in Operating and administrative expense were $118 million, $85 million and $72 million for the years ended December 31, 2017, 2016 and 2015, respectively.

ENVIRONMENTAL
We are subject to various Canadian and US federal, state and local laws relating to the protection of the environment. These laws and regulations can change from time to time, imposing new obligations on us.


186


Environmental risk is inherent to liquid hydrocarbon and natural gas pipeline operations, and Enbridge and our affiliates are, at times, subject to environmental remediation obligations at various contaminated sites.sites where we operate. We manage this environmental risk through appropriate environmental policies, programs and practices to minimize any impact our operations may have on the environment. To the extent that we are unable to recover payment for environmental liabilities from insurance or other potentially responsible parties, we will be responsible for payment of liabilitiescosts arising from environmental incidents associated with the operating activities of our liquids and natural gas businesses.


Lakehead System Lines 6A and 6B Crude Oil Releases
Line 6B Crude Oil Release
On July 26, 2010, a release of crude oil on Line 6B of EEP’s Lakehead System was reported near Marshall, Michigan. Further, on September 9, 2010, a release of crude oil from Line 6A of EEP’s Lakehead System was reported in an industrial area of Romeoville, Illinois.
As at December 31, 2017, EEP’s total cost estimate for the Line 6B crude oil release remains at US$1.2 billion ($195 million after-tax attributable to us)including those costs that were considered probable and that could be reasonably estimated as at December 31, 2017.As at December 31, 2017, EEP's remaining estimated liability is approximately US$62 million.
Insurance
EEP is included in the comprehensive insurance program that is maintained by Enbridge for its subsidiaries and affiliates.As at December 31, 2017, EEP has recorded total insurance recoveries of US$547 million ($80 million after-tax attributable to us) for the Line 6B crude oil release out of the US$650 million applicable limit.Of the remaining US$103 million coverage limit, US$85 million was the subject matter of a lawsuit against one particular insurer. In March 2015, we reached an agreement with that insurer to submit the US$85 million claim to binding arbitration.On May 2, 2017, the arbitration panel issued a decision that was not favorable to us. As a result, EEP will not receive any additional insurance recoveries in connection with the Line 6B crude oil release.
Legal and Regulatory Proceedings
A number of United States governmental agencies and regulators initiated investigations into the Line 6B crude oil release. As at December 31, 2017, there are no claims pending against Enbridge, EEP or their affiliates in United States state courts in connection with the Line 6B crude oil release.

We have accrued a provision for future legal costs and probable losses associated with the Line 6B crude oil release as described above in this note.
Line 6B Fines and Penalties
As at December 31, 2017, EEP’s total estimated costs related to the Line 6B crude oil release include US$69 million in paid fines and penalties, which includes fines and penalties paid to the United States Department of Justice (DOJ) as discussed below.
Consent Decree
On May 23, 2017, the United States District Court for the Western District of Michigan, Southern Division, approved the Consent Decree. The Consent Decree is EEP’s signed settlement agreement with the United States Environmental Protection Agency (EPA) and the DOJ regarding the Lines 6A and 6B crude oil releases. On June 15, 2017, we made a total payment of US$68 million as required by the Consent Decree, which reflects US$61 million for the civil penalty for the Line 6B release, US$1 million for the Line 6A release, and US$6 million for past removal costs and interest.
AUX SABLE
Notice of Violation
In September 2014, Aux Sable US received a Notice and Finding of Violation (NFOV) from the United States EPA for alleged violations of the Clean Air Act related to the Leak Detection and Repair program, and related provisions of the Clean Air Act permit for Aux Sable’s Channahon, Illinois facility. As part of the ongoing process of responding to the September 2014 NFOV, Aux Sable discovered what it believed to be an exceedance of currently permitted limits for Volatile Organic Material. In April 2015, a second NFOV from the EPA was received in connection with this potential exceedance. Aux Sable engaged in discussions with the EPA to evaluate the impacts and ultimate resolution of these issues, including with respect to a draft Consent Decree, and those discussions are continuing. The Consent Decree, when finalized, is not expected to have a material impact.


On October 14, 2016, an amended claim was filed against Aux Sable by a counterparty to an NGL supply agreement. On January 5, 2017, Aux Sable filed a Statement of Defence with respect to this claim.

On November 27, 2019, the counterparty filed an amended amended claim providing further particulars of its claim against Aux Sable, increasing its damages claimed, and adding defendants Aux Sable Liquid Products Inc. and Aux Sable Extraction LLC (general partners of the previously existing defendants). Aux Sable filed an amended Statement of Defence responding to the amended amended claim on January 31, 2020.

While the final outcome of this action cannot be predicted with certainty, at this time management believes that the ultimate resolution of this action will not have a material impact on the our consolidated financial position or results of operations.


TAX MATTERS
We and our subsidiaries maintain tax liabilities related to uncertain tax positions. While fully supportable in our view, these tax positions, if challenged by tax authorities, may not be fully sustained on review.
 
OTHER LITIGATION
We and our subsidiaries are subject to various other legal and regulatory actions and proceedings which arise in the normal course of business, including interventions in regulatory proceedings and challenges to regulatory approvals and permits by special interest groups.permits. While the final outcome of such actions and proceedings cannot be predicted with certainty, management believes that the resolution of such actions and proceedings will not have a material impact on our consolidated financial position or results of operations.


29.31.  GUARANTEES
 
In the normal course of conducting business, we may enter into agreements which indemnify third parties and affiliates. We may also be a party to agreements with subsidiaries, jointly owned entities, unconsolidated entities such as equity method investees, or entities with other ownership arrangements that require us to provide financial and performance guarantees. Financial guarantees include stand-by letters of credit, debt guarantees, surety bonds and indemnifications. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on our Consolidated Statements of Financial Position. Performance guarantees require us to make payments to a third party if the guaranteed entity does not perform on its contractual obligations, such as debt agreements, purchase or sale agreements, and construction contracts and leases.

187


We typically enter into these arrangements to facilitate commercial transactions with third parties. Examples include indemnifying counterparties pursuant to sale agreements for assets or businesses in matters such as breaches of representations, warranties or covenants, loss or damages to property, environmental liabilities, changes in laws, valuation differences, and litigation and contingent liabilities. We may indemnify third parties for certain liabilities relating to environmental matters arising from operations prior to the purchase or transfer of certain assets and interests. Similarly, we may indemnify the purchaser of assets for certain tax liabilities incurred while we owned the assets, or for a misrepresentation related to taxes that result in a loss to the purchaser. Similarly, we may indemnify the purchaser of assets foror other certain tax liabilities related to those assets.

As discussed below, these contracts include financial guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. We enter into these arrangements to facilitate commercial transactions with third parties by enhancing the value of the transactions to the third parties. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on our Consolidated Statements of Financial Position. The possibilitylikelihood of having to perform under these guarantees and indemnifications is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events.

We cannot reasonably estimate the total maximum potential amounts that could become payable to third parties and affiliates under these agreements;such agreements described above; however, historically, we have not made any significant payments under guarantee or indemnification provisions. While these agreements may specify a maximum potential exposure, or a specified duration to the guarantee or indemnification obligation, there are circumstances where the amount and duration are unlimited. TheAs at December 31, 2020 guarantees and indemnifications and guarantees have not had, and are not reasonably likely to have, a material effect on our financial condition, changes in financial condition, earnings, liquidity, capital expenditures or capital resources.


We have agreed to indemnify EEP from and against substantially all liabilities, including liabilities relating to environmental matters, arising from operations prior to the transfer of our pipeline operations to EEP in 1991. This indemnification does not apply to amounts that EEP would be able to recover in its tariff rates if not recovered through insurance or to any liabilities relating to a change in laws after December 27, 1991.
We have also agreed to indemnify EEM for any tax liability related to EEM’s formation, management of EEP and ownership of i-units of EEP. We have not made any significant payment under these tax indemnifications. We do not believe there is a material exposure at this time.

We have agreed to indemnify the Fund Group for certain liabilities relating to environmental matters arising from operations prior to the transfer of certain assets and interests to the Fund Group in 2012 and prior to the transfer of certain assets and interests to the Fund Group as part of the Canadian Restructuring Plan. We have also agreed to pay defined payments to the Fund Group on their investment in Southern Lights Pipeline in the event shippers do not elect to extend their current contracts post June 2025.

In connection with Spectra Energy's spin-off from Duke Energy in 2007, certain guarantees that were previously issued by Spectra Energy were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified Spectra Energy against any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as at December 31, 2017 was approximately US$406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential future payment of US$201 million, expires in 2028. The remaining guarantees have no contractual expirations.

Spectra Energy has also issued joint and several guarantees to some of the Duke/Fluor Daniel (D/FD) project owners, guaranteeing the performance of D/FD under its engineering, procurement and construction contracts and other contractual commitments in place at the time of Spectra Energy's spin-off from Duke Energy. D/FD is one of the entities transferred to Duke Energy in connection with Spectra Energy's spin-off. Substantially all of these guarantees have no contractual expiration and no stated maximum amount of future payments that we could be required to make. Fluor Enterprises Inc., as 50% owner in D/FD, issued similar joint and several guarantees to the same D/FD project owners.

In connection with Spectra Energy's 50% ownership in DCP Midstream, Spectra Energy has agreed to guarantee their portion of the obligations of the joint venture under a US$424 million term loan agreement of which US$350 million is outstanding as at December 31, 2017. If DCP Midstream fails to meet its obligations under the credit agreement, Spectra Energy's maximum potential total future payments to lenders under the guarantee based on the amounts outstanding as at December 31, 2017 would be US$175 million. The guarantee will terminate upon the payment of all obligations under the credit agreement, which expires in December 2019.

SEP has issued performance guarantees to a third party and an affiliate on behalf of an equity method investee. These guarantees were issued to enable the equity method investee to enter into long-term transportation contracts with the third party. While the likelihood is remote, the maximum potential amount of future payments that could be required to be made as at December 31, 2017 is US$90 million. These performance guarantees expire in 2032.

Westcoast Energy Inc., a 100%-owned subsidiary, has issued performance guarantees to third parties guaranteeing the performance of unconsolidated entities, such as equity method investees, and of entities previously sold by Westcoast Energy Inc. to third parties. Those guarantees require Westcoast Energy Inc. to make payment to the guaranteed third party upon the failure of such unconsolidated or sold entity to make payment under some of its contractual obligations, such as debt agreements, purchase contracts and leases.


30.  SUBSEQUENT EVENTS
On January 9, 2018, Texas Eastern Transmission, LP, a wholly-owned operating subsidiary of SEP, completed an offering of US$800 million of senior notes, which consisted of two US$400 million tranches with fixed interest rates of 3.50% and 4.15% which mature in 2028 and 2048, respectively.

On January 22, 2018, Enbridge and SEP announced the execution of a definitive agreement, resulting in us converting all of our incentive distribution rights (IDRs) and general partner economic interests in SEP into 172.5 million newly issued SEP common units. As part of the transaction, all of the IDRs have been eliminated. We now hold a non-economic general partner interest in SEP and own approximately 403 million of SEP common units, representing approximately 83% of SEP's outstanding common units.

31.32.  QUARTERLY FINANCIAL DATA (UNAUDITED)
Q1Q2Q3Q4Total
(unaudited; millions of Canadian dollars, except per share amounts)
2020
Operating revenues12,013 7,956 9,110 10,008 39,087 
Operating income1,513 2,098 2,095 2,251 7,957 
Earnings/(loss)(1,364)1,777 1,104 1,899 3,416 
Earnings/(loss) attributable to controlling interests(1,333)1,741 1,084 1,871 3,363 
Earnings/(loss) attributable to common shareholders(1,429)1,647 990 1,775 2,983 
Earnings/(loss) per common share
Basic(0.71)0.82 0.49 0.88 1.48 
Diluted(0.71)0.82 0.49 0.88 1.48 
2019
Operating revenues12,856 13,263 11,598 12,352 50,069 
Operating income2,619 2,285 1,588 1,768 8,260 
Earnings2,023 1,830 1,060 914 5,827 
Earnings attributable to controlling interests1,986 1,832 1,045 842 5,705 
Earnings attributable to common shareholders1,891 1,736 949 746 5,322 
Earnings per common share
Basic0.94 0.86 0.47 0.37 2.64 
Diluted0.94 0.86 0.47 0.36 2.63 

188
 Q1
Q2
Q3
Q4
Total
(unaudited; millions of Canadian dollars, except per share amounts)     
20171
     
Operating revenues11,146
11,116
9,227
12,889
44,378
Operating income/(loss)1,358
1,684
1,490
(2,961)1,571
Earnings945
1,241
1,015
65
3,266
Earnings attributable to controlling interests721
1,000
847
291
2,859
Earnings attributable to common shareholders

638
919
765
207
2,529
Earnings per common share     
Basic0.54
0.56
0.47
0.13
1.66
Diluted0.54
0.56
0.47
0.12
1.65
2016     
Operating revenues8,795
7,939
8,488
9,338
34,560
Operating income/(loss)1,674
794
(216)329
2,581
Earnings/(loss)1,347
352
(237)847
2,309
Earnings/(loss) attributable to controlling interests1,286
372
(30)441
2,069
Earnings/(loss) attributable to common shareholders
1,213
301
(103)365
1,776
Earnings/(loss) per common share     
Basic1.38
0.33
(0.11)0.39
1.95
Diluted1.38
0.33
(0.11)0.39
1.93
1
The 2017 quarterly financial data reflects the effect of the Merger Transaction closed on February 27, 2017 (Note 7).



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A. CONTROLS AND PROCEDURES
 
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed with, or submitted to, securities regulatory authorities is recorded, processed, summarized and reported within the time periods specified under Canadian and United StatesUS securities law.As at December 31, 2017,2020, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file with or submitssubmit to the Securities and Exchange Commission (SEC)SEC and the Canadian Securities Administrators is recorded, processed, summarized and reported within the time periods required.


INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in the rules of the SEC and the Canadian Securities Administrators. Our internal control over financial reporting is a process designed under the supervision and with the participation of executive and financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.US GAAP.


Our internal control over financial reporting includes policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.US GAAP; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Our internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures.
 
Our management assessed the effectiveness of our internal control over financial reporting as at December 31, 2017,2020, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as at December 31, 2017.2020.


189


The effectiveness of our internal control over financial reporting as at December 31, 20172020 has been audited by PricewaterhouseCoopers LLP, independent auditors appointed by our shareholders. As stated in their attestation reportReport of Independent Registered Public Accounting Firm which appears in Item 8.Financial Statements and Supplementary Data, they

expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as ofat December 31, 2017.2020.


Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2017,2020, there has been no material change in our internal control over financial reporting.


ITEM 9B. OTHER INFORMATION

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On February 13, 2018, Rebecca B. Roberts notified us that she would not stand for re-election as a director of Enbridge at our 2018 Annual Meeting of Shareholders to be held on May 9, 2018. Ms. Roberts has served on our Board since March 2015, prior to which she was a director of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. Ms. Roberts will continue to serve on our Board through to the end of her term on May 9, 2018 and her decision not to stand for re-election was based on the demands on her time from other professional commitments, and not the result of any disagreement relating to our operations, policies or practices.None.


190


PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Reference to "Executive Officers"Directors of Registrant
The information required by this Item will be contained in our Form 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with Canadian corporate and securities law requirements.

Executive Officers of Registrant
The information regarding executive officers is included in Part I. Item 1. Business - Executive Officers.

Code of Ethics for Chief Executive Officer and Senior Financial Officers
The information required by this report. Other informationItem will be contained in response to this item, including information on our directors, is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with the SEC relating to our 2018 annual meeting of shareholders.Canadian corporate and securities law requirements.


ITEM 11. EXECUTIVE COMPENSATION


InformationThe information required by this Item will be contained in response to this item is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with the SEC relating to our 2018 annual meeting of shareholders.Canadian corporate and securities law requirements.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


InformationThe information required by this Item will be contained in response to this item is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with the SEC relating to our 2018 annual meeting of shareholders.Canadian corporate and securities law requirements.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


InformationThe information required by this Item will be contained in response to this item is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with the SEC relating to our 2018 annual meeting of shareholders.Canadian corporate and securities law requirements.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES


InformationThe information required by this Item will be contained in response to this item is incorporated by reference from our Proxy Statement toForm 10-K/A, which will be filed no later than 120 days after December 31, 2020. This information will also be contained in the management proxy information that we prepare in accordance with the SEC relating to our 2018 annual meeting of shareholders.Canadian corporate and securities law requirements.


191


PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) Consolidated Financial Statements, Supplemental Financial Data and Supplemental Schedules included in Part II of this annual report are as follows:


Enbridge Inc.:


Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Consolidated Statements of Financial Position
Notes to the Consolidated Financial Statements


All schedules are omitted because they are not required or because the required information is included in the Consolidated Financial Statements or Notes.


(b) Exhibits:


Reference is made to the “Index of Exhibits” following Item 16. Form 10-K Summary, which is hereby incorporated into this Item.



ITEM 16. FORM 10-K SUMMARY


None.
192


INDEX OF EXHIBITS


Each exhibit identified below is included as a part of this annual report. Exhibits included in this filing are designated by an asterisk (“*”); all exhibits not so designated are incorporated by reference to a prior filing as indicated. Exhibits designated with a “+” constitute a management contract or compensatory plan arrangement.

Exhibit No.Name of Exhibit
2.1

2.2

3.1
3.1 Articles of Continuance of the Corporation, dated December 15, 1987 (incorporated by reference to Exhibit 2.1(a) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.2 3.2
Certificate of Amendment, dated August 2, 1989, to the Articles of the Corporation (incorporated by reference to Exhibit 2.1(b) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.3 3.3
Articles of Amendment of the Corporation, dated April 30, 1992 (incorporated by reference to Exhibit 2.1(c) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.4 3.4
Articles of Amendment of the Corporation, dated July 2, 1992 (incorporated by reference to Exhibit 2.1(d) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.5 3.5
Articles of Amendment of the Corporation, dated August 6, 1992 (incorporated by reference to Exhibit 2.1(e) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)


3.6 
3.6
Articles of Arrangement of the Corporation dated December 18, 1992, attaching the Arrangement Agreement, dated December 15, 1992 (incorporated by reference to Exhibit 2.1(f) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)
193



3.7 3.7
Certificate of Amendment of the Corporation (notarial certified copy), dated December 18, 1992 (incorporated by reference to Exhibit 2.1(g) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.8 3.8
Articles of Amendment of the Corporation, dated May 5, 1994 (incorporated by reference to Exhibit 2.1(h) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.9 3.9
Certificate of Amendment, dated October 7, 1998 (incorporated by reference to Exhibit 2.1(i) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.10 3.10
Certificate of Amendment, dated November 24, 1998 (incorporated by reference to Exhibit 2.1(j) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.11 3.11
Certificate of Amendment, dated April 29, 1999 (incorporated by reference to Exhibit 2.1(k) to Enbridge’s Registration Statement on Form S-8 filed May 7, 2001)

3.12

3.13

3.14

3.15

3.16


3.17

3.18

3.19

3.20

3.21

3.22

3.23

3.24

3.25

3.26

3.27

3.28
194



3.29

3.30


3.31

3.32

3.33

*3.34
*3.35

3.36
*

3.37

4.1

4.2

4.3

4.4

4.5

195



Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

*10.1
*+10.2
+
*+10.3
+
*+10.4
+
*+10.5
+
+
+

+
+
196


+
+
+

+

+

+
+
+
*+10.6
+

*+10.7
*+10.8
+
*+10.9
+
*+10.10
*+10.11
+
*+10.12
+
*+10.13
*+10.14
+
*+10.15
+
*+10.16
+
*+10.17
+
197


+
+
*+10.18
+
*+10.19
+
*+10.20
+
*+10.21
+
*+10.22
+
+
*+10.23
+
*+10.24
+
*+10.25
+
*+10.26
+
*+10.27
*+10.28
*+10.29
+
*+10.30
*+10.31
*+10.32
*+10.33
+

198



*
*32.1
*

*32.2
*

*101 101.INS
*
Inline XBRL Instance Document.

Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K
*104 101.SCH
*
Cover Page Interactive Date File – the cover page XBRL Taxonomy Extension Schema.

*101.CAL
tags are embedded within the Inline XBRL Taxonomy Extension Calculation Linkbase.

*101.DEF
XBRL Taxonomy Extension Definition Linkbase.

*101.LAB
XBRL Taxonomy Extension Label Linkbase.

*101.PRE
XBRL Taxonomy Extension Presentation Linkbase.

document (included in Exhibit 101).


199



SIGNATURES
 
POWER OF ATTORNEY
Each person whose signature appears below appoints Robert R. Rooney, JohnColin K. WhelenGruending and Tyler W. Robinson,Karen K. L. Uehara, and each of them, any of whom may act without the joinder of the other, as their true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report of the CompanyEnbridge on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute and substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENBRIDGE INC.
(Registrant)
Date:February 16, 201812, 2021By:/s/ Al Monaco
Al Monaco
President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 16, 201812, 2021 by the following persons on behalf of the registrant and in the capacities indicated.
200



/s/ Al Monaco/s/ JohnColin K. WhelenGruending
Al Monaco
President, Chief Executive Officer and Director
(Principal Executive Officer)
JohnColin K. WhelenGruending
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Allen C. CappsPatrick R. Murray/s/ Gregory L. Ebel
Allen C. Capps
Patrick R. Murray
Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)
Gregory L. Ebel
Chairman of the Board of Directors
/s/ Pamela L. Carter/s/ Clarence P. Cazalot, Jr.Marcel R. Coutu
Pamela L. Carter
Director
Clarence P. Cazalot, Jr.
Director
/s/ Marcel R. Coutu/s/ J. Herb England
Marcel R. Coutu
Director
/s/ Susan M. Cunningham/s/ J. Herb England
Susan M. Cunningham
Director
J. Herb England
Director
/s/ Charles W. FischerGregory J. Goff/s/ V. Maureen Kempston Darkes
Charles W. Fischer
Gregory J. Goff
Director
V. Maureen Kempston Darkes

Director
/s/ Michael McShaneTeresa S. Madden/s/ Michael E.J. PhelpsStephen S. Poloz
Michael McShane
Teresa S. Madden
Director
Michael E.J. Phelps
Stephen S. Poloz
Director
/s/ Rebecca B. Roberts/s/ Dan C. Tutcher
Rebecca B. Roberts
Director
Dan C. Tutcher

Director
/s/ Cathy L. Williams
Cathy L. Williams
Director



204
201