0000895728us-gaap:EstimateOfFairValueFairValueDisclosureMemberenb:FinancialForwardCommodityContractMemberus-gaap:MarketApproachValuationTechniqueMemberenb:PowerMemberus-gaap:FairValueInputsLevel3Member2022-06-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 20222023
OR
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☐ | | 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 1-10934001-15254
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ENBRIDGE INC. |
(Exact Name of Registrant as Specified in Its Charter) |
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Canada | | 98-0377957
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(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)
(403) (403) 231-3900
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Shares | | ENB | | New York Stock Exchange |
6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078 | | ENBA | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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.
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Large accelerated filer | x | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The registrant had 2,024,789,3652,022,660,553 common shares outstanding as at July 22, 2022.28, 2023.
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| PART I | PagePAGE |
| PART I | |
Item 1. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
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| PART II | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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GLOSSARY
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AG | Attorney General |
AOCI | Accumulated other comprehensive income/(loss) |
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ASU | Accounting Standards Update |
Aux Sable | Aux Sable Canada LP, Aux Sable Liquid Products L.P.LP and Aux Sable Midstream LLC |
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CPP InvestmentsCER | Canada Pension Plan Investment BoardEnergy Regulator |
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DCP Midstream | DCP Midstream, LLCLP |
EBITDA | Earnings before interest, income taxes and depreciation and amortization |
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EEP | Enbridge Energy Partners, L.P. |
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EMF | Éolien Maritime France SAS |
Enbridge | Enbridge Inc. |
Enbridge Gas | Enbridge Gas Inc. |
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Exchange Act | United States Securities Exchange Act of 1934, as amended |
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Guaranteed Enbridge Notes | Guaranteed notes of Enbridge |
L3R | Line 3 Replacement |
LNG | Liquified natural gas |
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NCIB | Normal course issuer bid |
NGL | Natural gas liquids |
Noverco | Noverco Inc. |
OCI | Other comprehensive income/(loss) |
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OEB | Ontario Energy Board |
OPEB | Other postretirement benefits |
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SEP | Spectra Energy Partners, LP |
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Texas Eastern | Texas Eastern Transmission, LP |
the Band | Bad River Band of the Lake Superior Tribe of Chippewa Indians |
the Court | United States District Court for the Western District Wisconsin |
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the Partnerships | Spectra Energy Partners, LP (SEP) and Enbridge Energy Partners, L.P. (EEP) |
the Reservation | Bad River Reservation |
Tres Palacios | Tres Palacios Holdings LLC |
US | United States of America |
US$ | United States dollars |
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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”, “$”"dollars" or “C$”"$" are to Canadian dollars and all references to “US$”"US$" are to United States (US) dollars. All amounts are provided on a before taxbefore-tax basis, unless otherwise stated.
FORWARD-LOOKING INFORMATION
Forward-looking information, or forward-looking statements, have been included in this quarterly report on Form 10-Q to provide information about us and our subsidiaries and affiliates, including management’s assessment of our and our 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”, “target” 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; expected supply of, demand for, exports of and prices of crude oil, natural gas, natural gas liquids (NGL), liquified natural gas (LNG) and renewable energy; energy transition; expected earnings before interest, income taxestransition and depreciationlower-carbon energy, and amortization (EBITDA); expected earnings/(loss); expected future cash flowsour approach thereto; environmental, social and distributable cash flow;governance goals, practices and performance; industry and market conditions; anticipated utilization of our assets; dividend growth and 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, benefits and benefitsin-service dates related to announced projects and projects under construction; expected in-service dates for announced projectscapital expenditures; investable capacity and projectscapital allocation priorities; share repurchases under construction and for maintenance; expected capital expenditures,our normal course issuer bid (NCIB); expected equity funding requirements for our commercially secured growth program; expected future growth, development and expansion opportunities; expected optimization and efficiency opportunities; expectations about our joint venture partners’ ability to complete and finance projects under construction; expected closing of acquisitions and dispositions and the timing thereof; expected benefits of transactions; expected future actions of regulators and courts;courts, and the timing and impact thereof; toll and rate cases discussions and filings,proceedings and anticipated timeline and impact therefrom, including Mainline Tolling and those relating to the Gas Transmission and Midstream and Gas Distribution and Storage.Storage businesses; operational, industry, regulatory, climate change and other risks associated with our businesses; and our assessment of the potential impact of the various risk factors identified herein.
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, NGLexport of and renewable energy; prices of crude oil, natural gas, NGL, LNG and renewable energy; energy transition; anticipated utilization of assets; exchange rates; inflation; interest rates; availability and price of labor and construction materials; the stability of our supply chain; 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 transactions; governmental legislation; litigation; estimated future dividends and impact of our dividend policy on our future cash flows; our credit ratings; capital project funding; hedging program; expected EBITDA;earnings before interest, income taxes and depreciation and amortization (EBITDA); expected earnings/(loss); expected future cash flows; and expected distributable cash flow. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL, LNG and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for 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 expected EBITDA, expected earnings/(loss), expected future cash flows, expected distributable cash flow or estimated future dividends. The most relevant assumptions associated with forward-looking statements regarding announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the stability of
our supply chain; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; and the
impact of weather and customer, government, court and regulatory approvals on construction and in-service schedules and cost recovery regimes; and the COVID-19 pandemic and the duration and impact thereof.regimes.
Our forward-looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic priorities, operating performance,performance; legislative and regulatory parameters; litigation; acquisitions, dispositions and other transactions and the realization of anticipated benefits therefrom; ouroperational dependence on third parties; dividend policy; project approval and support; renewals of rights-of-way; weather; economic and competitive conditions; public opinion; changes in tax laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; political decisions; global geopolitical conditions; and the supply of, demand for and prices of commodities;commodities and the COVID-19 pandemic,other alternative energy, including but not limited to, those risks and uncertainties discussed in this quarterly report on Form 10-Q and in our other filings with Canadian and United StatesUS securities regulators. The impact of any one assumption, 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 assumes no obligation to publicly update or revise any forward-looking statement made in this quarterly report on Form 10-Q or otherwise, whether as a result of new information, future events or otherwise. All 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.
NON-GAAP AND OTHER FINANCIAL MEASURES
Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in this quarterly report on Form 10-Q makes reference to non-GAAP and other financial measures, including EBITDA. EBITDA is defined as earnings before interest, income taxes and depreciation and amortization. Management uses EBITDA to assess performance of Enbridge and to set targets. Management believes the presentation of EBITDA gives useful information to investors as it provides increased transparency and insight into the performance of Enbridge.
The non-GAAP and other financial measures are not measures that have a standardized meaning prescribed by the accounting principles generally accepted accounting principles in the United States of America (US GAAP) and are not US GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. A reconciliation of historical non-GAAP and other financial measures to the most directly comparable GAAP measures is set out in this MD&A and is available on our website. Additional information on non-GAAP and other financial measures may be found on our website, www.sedar.com or www.sec.gov.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF EARNINGS
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(unaudited; millions of Canadian dollars, except per share amounts) | (unaudited; millions of Canadian dollars, except per share amounts) | | | | | | (unaudited; millions of Canadian dollars, except per share amounts) | | | | | |
Operating revenues | Operating revenues | | | | | | Operating revenues | | | | | |
Commodity sales | Commodity sales | 8,108 | | 6,334 | | | 16,433 | | 12,763 | | Commodity sales | 4,679 | | 8,108 | | | 9,462 | | 16,433 | |
Gas distribution sales | Gas distribution sales | 905 | | 737 | | | 3,003 | | 2,277 | | Gas distribution sales | 792 | | 905 | | | 3,071 | | 3,003 | |
Transportation and other services | Transportation and other services | 4,202 | | 3,877 | | | 8,876 | | 8,045 | | Transportation and other services | 4,961 | | 4,202 | | | 9,974 | | 8,876 | |
Total operating revenues (Note 3) | 13,215 | | 10,948 | | | 28,312 | | 23,085 | | |
Total operating revenues (Note 2) | | Total operating revenues (Note 2) | 10,432 | | 13,215 | | | 22,507 | | 28,312 | |
Operating expenses | Operating expenses | | | | | Operating expenses | | | | |
Commodity costs | Commodity costs | 8,181 | | 6,430 | | | 16,472 | | 12,628 | | Commodity costs | 4,549 | | 8,181 | | | 9,185 | | 16,472 | |
Gas distribution costs | Gas distribution costs | 456 | | 289 | | | 1,912 | | 1,239 | | Gas distribution costs | 368 | | 456 | | | 1,962 | | 1,912 | |
Operating and administrative | Operating and administrative | 1,994 | | 1,484 | | | 3,869 | | 3,043 | | Operating and administrative | 2,028 | | 1,994 | | | 4,065 | | 3,869 | |
Depreciation and amortization | Depreciation and amortization | 1,064 | | 929 | | | 2,119 | | 1,861 | | Depreciation and amortization | 1,137 | | 1,064 | | | 2,283 | | 2,119 | |
| Total operating expenses | Total operating expenses | 11,695 | | 9,132 | | | 24,372 | | 18,771 | | Total operating expenses | 8,082 | | 11,695 | | | 17,495 | | 24,372 | |
Operating income | Operating income | 1,520 | | 1,816 | | | 3,940 | | 4,314 | | Operating income | 2,350 | | 1,520 | | | 5,012 | | 3,940 | |
Income from equity investments | Income from equity investments | 510 | | 352 | | | 1,001 | | 747 | | Income from equity investments | 478 | | 510 | | | 995 | | 1,001 | |
| Other income/(expense) | | | | | |
Net foreign currency gain/(loss) | (581) | | 159 | | | (212) | | 311 | | |
Other | 82 | | 82 | | | 171 | | 191 | | |
Other income/(expense) (Note 10) | | Other income/(expense) (Note 10) | 575 | | (499) | | | 677 | | (41) | |
Interest expense | Interest expense | (791) | | (618) | | | (1,510) | | (1,275) | | Interest expense | (883) | | (791) | | | (1,788) | | (1,510) | |
Earnings before income taxes | Earnings before income taxes | 740 | | 1,791 | | | 3,390 | | 4,288 | | Earnings before income taxes | 2,520 | | 740 | | | 4,896 | | 3,390 | |
Income tax expense (Note 9) | (133) | | (270) | | | (726) | | (753) | | |
Income tax expense | | Income tax expense | (519) | | (133) | | | (1,029) | | (726) | |
Earnings | Earnings | 607 | | 1,521 | | | 2,664 | | 3,535 | | Earnings | 2,001 | | 607 | | | 3,867 | | 2,664 | |
Earnings attributable to noncontrolling interests | Earnings attributable to noncontrolling interests | (12) | | (37) | | | (40) | | (59) | | Earnings attributable to noncontrolling interests | (66) | | (12) | | | (115) | | (40) | |
Earnings attributable to controlling interests | Earnings attributable to controlling interests | 595 | | 1,484 | | | 2,624 | | 3,476 | | Earnings attributable to controlling interests | 1,935 | | 595 | | | 3,752 | | 2,624 | |
Preference share dividends | Preference share dividends | (145) | | (90) | | | (247) | | (182) | | Preference share dividends | (87) | | (145) | | | (171) | | (247) | |
Earnings attributable to common shareholders | Earnings attributable to common shareholders | 450 | | 1,394 | | | 2,377 | | 3,294 | | Earnings attributable to common shareholders | 1,848 | | 450 | | | 3,581 | | 2,377 | |
Earnings per common share attributable to common shareholders (Note 5) | 0.22 | | 0.69 | | | 1.17 | | 1.63 | | |
Diluted earnings per common share attributable to common shareholders (Note 5) | 0.22 | | 0.69 | | | 1.17 | | 1.63 | | |
Earnings per common share attributable to common shareholders (Note 4) | | Earnings per common share attributable to common shareholders (Note 4) | 0.91 | | 0.22 | | | 1.77 | | 1.17 | |
Diluted earnings per common share attributable to common shareholders (Note 4) | | Diluted earnings per common share attributable to common shareholders (Note 4) | 0.91 | | 0.22 | | | 1.77 | | 1.17 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(unaudited; millions of Canadian dollars) | (unaudited; millions of Canadian dollars) | | | | | | (unaudited; millions of Canadian dollars) | | | | | |
Earnings | Earnings | 607 | | 1,521 | | | 2,664 | | 3,535 | | Earnings | 2,001 | | 607 | | | 3,867 | | 2,664 | |
Other comprehensive income/(loss), net of tax | Other comprehensive income/(loss), net of tax | | | | | Other comprehensive income/(loss), net of tax | | | | |
Change in unrealized gain/(loss) on cash flow hedges | 352 | | (157) | | | 646 | | 213 | | |
Change in unrealized gain on cash flow hedges | | Change in unrealized gain on cash flow hedges | 166 | | 352 | | | 121 | | 646 | |
Change in unrealized gain/(loss) on net investment hedges | Change in unrealized gain/(loss) on net investment hedges | (386) | | 129 | | | (253) | | 222 | | Change in unrealized gain/(loss) on net investment hedges | 385 | | (386) | | | 400 | | (253) | |
Other comprehensive income from equity investees | — | | 24 | | | — | | 2 | | |
| Excluded components of fair value hedges | Excluded components of fair value hedges | (4) | | (1) | | | (5) | | (2) | | Excluded components of fair value hedges | 2 | | (4) | | | 9 | | (5) | |
Reclassification to earnings of loss on cash flow hedges | Reclassification to earnings of loss on cash flow hedges | 52 | | 61 | | | 109 | | 113 | | Reclassification to earnings of loss on cash flow hedges | 12 | | 52 | | | 19 | | 109 | |
Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts | Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts | (3) | | 6 | | | (5) | | 11 | | Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts | (4) | | (3) | | | (8) | | (5) | |
| Foreign currency translation adjustments | Foreign currency translation adjustments | 1,881 | | (835) | | | 1,173 | | (1,631) | | Foreign currency translation adjustments | (1,458) | | 1,881 | | | (1,517) | | 1,173 | |
Other comprehensive income/(loss), net of tax | Other comprehensive income/(loss), net of tax | 1,892 | | (773) | | | 1,665 | | (1,072) | | Other comprehensive income/(loss), net of tax | (897) | | 1,892 | | | (976) | | 1,665 | |
Comprehensive income | Comprehensive income | 2,499 | | 748 | | | 4,329 | | 2,463 | | Comprehensive income | 1,104 | | 2,499 | | | 2,891 | | 4,329 | |
Comprehensive income attributable to noncontrolling interests | Comprehensive income attributable to noncontrolling interests | (58) | | (9) | | | (71) | | (6) | | Comprehensive income attributable to noncontrolling interests | (34) | | (58) | | | (98) | | (71) | |
Comprehensive income attributable to controlling interests | Comprehensive income attributable to controlling interests | 2,441 | | 739 | | | 4,258 | | 2,457 | | Comprehensive income attributable to controlling interests | 1,070 | | 2,441 | | | 2,793 | | 4,258 | |
Preference share dividends | Preference share dividends | (145) | | (90) | | | (247) | | (182) | | Preference share dividends | (87) | | (145) | | | (171) | | (247) | |
Comprehensive income attributable to common shareholders | Comprehensive income attributable to common shareholders | 2,296 | | 649 | | | 4,011 | | 2,275 | | Comprehensive income attributable to common shareholders | 983 | | 2,296 | | | 2,622 | | 4,011 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(unaudited; millions of Canadian dollars, except per share amounts) | (unaudited; millions of Canadian dollars, except per share amounts) | | | | | (unaudited; millions of Canadian dollars, except per share amounts) | | | | |
Preference shares | Preference shares | | | | | Preference shares | | | | |
Balance at beginning of period | Balance at beginning of period | 7,010 | | 7,747 | | | 7,747 | | 7,747 | | Balance at beginning of period | 6,818 | | 7,010 | | | 6,818 | | 7,747 | |
Redemption of preference shares | Redemption of preference shares | (192) | | — | | | (929) | | — | | Redemption of preference shares | — | | (192) | | | — | | (929) | |
Balance at end of period | Balance at end of period | 6,818 | | 7,747 | | | 6,818 | | 7,747 | | Balance at end of period | 6,818 | | 6,818 | | | 6,818 | | 6,818 | |
Common shares | Common shares | | | | | Common shares | | | | |
Balance at beginning of period | Balance at beginning of period | 64,801 | | 64,772 | | | 64,799 | | 64,768 | | Balance at beginning of period | 64,774 | | 64,801 | | | 64,760 | | 64,799 | |
Shares issued on exercise of stock options | Shares issued on exercise of stock options | 12 | | 8 | | | 48 | | 12 | | Shares issued on exercise of stock options | — | | 12 | | | 2 | | 48 | |
Shares issued on vesting of restricted stock units (RSU) | | Shares issued on vesting of restricted stock units (RSU) | — | | — | | | 12 | | — | |
Share purchases at stated value | Share purchases at stated value | (58) | | — | | | (88) | | — | | Share purchases at stated value | (80) | | (58) | | | (80) | | (88) | |
Other | Other | — | | — | | | (4) | | — | | Other | — | | — | | | — | | (4) | |
Balance at end of period | Balance at end of period | 64,755 | | 64,780 | | | 64,755 | | 64,780 | | Balance at end of period | 64,694 | | 64,755 | | | 64,694 | | 64,755 | |
Additional paid-in capital | Additional paid-in capital | | | | | Additional paid-in capital | | | | |
Balance at beginning of period | Balance at beginning of period | 316 | | 324 | | | 365 | | 277 | | Balance at beginning of period | 274 | | 316 | | | 275 | | 365 | |
Stock-based compensation | Stock-based compensation | 5 | | 5 | | | 18 | | 16 | | Stock-based compensation | 18 | | 5 | | | 18 | | 18 | |
Options exercised | Options exercised | (11) | | (5) | | | (45) | | (8) | | Options exercised | (1) | | (11) | | | (2) | | (45) | |
Change in reciprocal interest | — | | — | | | — | | 39 | | |
| Other | Other | (5) | | — | | | (33) | | — | | Other | — | | (5) | | | — | | (33) | |
Balance at end of period | Balance at end of period | 305 | | 324 | | | 305 | | 324 | | Balance at end of period | 291 | | 305 | | | 291 | | 305 | |
Deficit | Deficit | | | | | Deficit | | | | |
Balance at beginning of period | Balance at beginning of period | (9,082) | | (8,093) | | | (10,989) | | (9,995) | | Balance at beginning of period | (13,753) | | (9,082) | | | (15,486) | | (10,989) | |
Earnings attributable to controlling interests | Earnings attributable to controlling interests | 595 | | 1,484 | | | 2,624 | | 3,476 | | Earnings attributable to controlling interests | 1,935 | | 595 | | | 3,752 | | 2,624 | |
Preference share dividends | Preference share dividends | (145) | | (90) | | | (247) | | (182) | | Preference share dividends | (87) | | (145) | | | (171) | | (247) | |
Common share dividends declared | Common share dividends declared | (1,743) | | (1,692) | | | (1,743) | | (1,692) | | Common share dividends declared | (1,796) | | (1,743) | | | (1,796) | | (1,743) | |
Dividends paid to reciprocal shareholder | — | | 2 | | | — | | 5 | | |
| Share purchases in excess of stated value | Share purchases in excess of stated value | (43) | | — | | | (63) | | — | | Share purchases in excess of stated value | (45) | | (43) | | | (45) | | (63) | |
Other | — | | 1 | | | — | | — | | |
| Balance at end of period | Balance at end of period | (10,418) | | (8,388) | | | (10,418) | | (8,388) | | Balance at end of period | (13,746) | | (10,418) | | | (13,746) | | (10,418) | |
Accumulated other comprehensive income/(loss) (Note 7) | Accumulated other comprehensive income/(loss) (Note 7) | | | | | Accumulated other comprehensive income/(loss) (Note 7) | | | | |
Balance at beginning of period | Balance at beginning of period | (1,308) | | (1,675) | | | (1,096) | | (1,401) | | Balance at beginning of period | 3,426 | | (1,308) | | | 3,520 | | (1,096) | |
Other comprehensive income/(loss) attributable to common shareholders, net of tax | Other comprehensive income/(loss) attributable to common shareholders, net of tax | 1,846 | | (745) | | | 1,634 | | (1,019) | | Other comprehensive income/(loss) attributable to common shareholders, net of tax | (865) | | 1,846 | | | (959) | | 1,634 | |
Balance at end of period | Balance at end of period | 538 | | (2,420) | | | 538 | | (2,420) | | Balance at end of period | 2,561 | | 538 | | | 2,561 | | 538 | |
Reciprocal shareholding | | | | | |
Balance at beginning of period | — | | (17) | | | — | | (29) | | |
Change in reciprocal interest | — | | — | | | — | | 12 | | |
Balance at end of period | — | | (17) | | | — | | (17) | | |
| Total Enbridge Inc. shareholders’ equity | Total Enbridge Inc. shareholders’ equity | 61,998 | | 62,026 | | | 61,998 | | 62,026 | | Total Enbridge Inc. shareholders’ equity | 60,618 | | 61,998 | | | 60,618 | | 61,998 | |
Noncontrolling interests | Noncontrolling interests | | | | | Noncontrolling interests | | | | |
Balance at beginning of period | Balance at beginning of period | 2,536 | | 2,930 | | | 2,542 | | 2,996 | | Balance at beginning of period | 3,486 | | 2,536 | | | 3,511 | | 2,542 | |
Earnings attributable to noncontrolling interests | Earnings attributable to noncontrolling interests | 12 | | 37 | | | 40 | | 59 | | Earnings attributable to noncontrolling interests | 66 | | 12 | | | 115 | | 40 | |
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax | Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax | | | | | Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax | | | | |
Change in unrealized loss on cash flow hedges | (8) | | (3) | | | (6) | | (6) | | |
Change in unrealized gain/(loss) on cash flow hedges | | Change in unrealized gain/(loss) on cash flow hedges | 1 | | (8) | | | 18 | | (6) | |
Foreign currency translation adjustments | Foreign currency translation adjustments | 54 | | (25) | | | 37 | | (47) | | Foreign currency translation adjustments | (33) | | 54 | | | (35) | | 37 | |
| | 46 | | (28) | | | 31 | | (53) | | | (32) | | 46 | | | (17) | | 31 | |
Comprehensive income attributable to noncontrolling interests | Comprehensive income attributable to noncontrolling interests | 58 | | 9 | | | 71 | | 6 | | Comprehensive income attributable to noncontrolling interests | 34 | | 58 | | | 98 | | 71 | |
Distributions | Distributions | (67) | | (77) | | | (127) | | (143) | | Distributions | (103) | | (67) | | | (195) | | (127) | |
Contributions | Contributions | 2 | | 6 | | | 8 | | 9 | | Contributions | 4 | | 2 | | | 8 | | 8 | |
| Other | Other | 10 | | 2 | | | 45 | | 2 | | Other | (1) | | 10 | | | (2) | | 45 | |
Balance at end of period | Balance at end of period | 2,539 | | 2,870 | | | 2,539 | | 2,870 | | Balance at end of period | 3,420 | | 2,539 | | | 3,420 | | 2,539 | |
Total equity | Total equity | 64,537 | | 64,896 | | | 64,537 | | 64,896 | | Total equity | 64,038 | | 64,537 | | | 64,038 | | 64,537 | |
Dividends paid per common share | Dividends paid per common share | 0.860 | | 0.835 | | | 1.720 | | 1.670 | | Dividends paid per common share | 0.89 | | 0.86 | | | 1.78 | | 1.72 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | Six months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2023 | 2022 |
(unaudited; millions of Canadian dollars) | (unaudited; millions of Canadian dollars) | | | (unaudited; millions of Canadian dollars) | | |
Operating activities | Operating activities | | | Operating activities | | |
Earnings | Earnings | 2,664 | | 3,535 | | Earnings | 3,867 | | 2,664 | |
Adjustments to reconcile earnings to net cash provided by operating activities: | Adjustments to reconcile earnings to net cash provided by operating activities: | | | Adjustments to reconcile earnings to net cash provided by operating activities: | | |
Depreciation and amortization | Depreciation and amortization | 2,119 | | 1,861 | | Depreciation and amortization | 2,283 | | 2,119 | |
Deferred income tax expense | Deferred income tax expense | 469 | | 647 | | Deferred income tax expense | 919 | | 469 | |
Unrealized derivative fair value (gain)/loss, net (Note 8) | Unrealized derivative fair value (gain)/loss, net (Note 8) | 415 | | (448) | | Unrealized derivative fair value (gain)/loss, net (Note 8) | (1,135) | | 415 | |
Income from equity investments | Income from equity investments | (1,001) | | (747) | | Income from equity investments | (995) | | (1,001) | |
Distributions from equity investments | Distributions from equity investments | 878 | | 737 | | Distributions from equity investments | 1,066 | | 878 | |
| Gain on disposition | — | | (41) | | |
| Other | Other | 67 | | (128) | | Other | 72 | | 67 | |
Changes in operating assets and liabilities | Changes in operating assets and liabilities | (138) | | (363) | | Changes in operating assets and liabilities | 1,228 | | (138) | |
Net cash provided by operating activities | Net cash provided by operating activities | 5,473 | | 5,053 | | Net cash provided by operating activities | 7,305 | | 5,473 | |
Investing activities | Investing activities | | | Investing activities | | |
Capital expenditures | Capital expenditures | (2,002) | | (3,725) | | Capital expenditures | (2,093) | | (2,002) | |
Long-term investments and restricted long-term investments | Long-term investments and restricted long-term investments | (388) | | (155) | | Long-term investments and restricted long-term investments | (472) | | (388) | |
Distributions from equity investments in excess of cumulative earnings | Distributions from equity investments in excess of cumulative earnings | 296 | | 246 | | Distributions from equity investments in excess of cumulative earnings | 752 | | 296 | |
Additions to intangible assets | Additions to intangible assets | (91) | | (118) | | Additions to intangible assets | (104) | | (91) | |
Proceeds from disposition | — | | 122 | | |
Acquisitions | | Acquisitions | (487) | | — | |
| Affiliate loans, net | Affiliate loans, net | 65 | | 29 | | Affiliate loans, net | 71 | | 65 | |
| Net cash used in investing activities | Net cash used in investing activities | (2,120) | | (3,601) | | Net cash used in investing activities | (2,333) | | (2,120) | |
Financing activities | Financing activities | | | Financing activities | | |
Net change in short-term borrowings | Net change in short-term borrowings | 105 | | 289 | | Net change in short-term borrowings | (1,148) | | 105 | |
Net change in commercial paper and credit facility draws | Net change in commercial paper and credit facility draws | 1,031 | | 739 | | Net change in commercial paper and credit facility draws | (2,847) | | 1,031 | |
Debenture and term note issues, net of issue costs | Debenture and term note issues, net of issue costs | 2,642 | | 3,247 | | Debenture and term note issues, net of issue costs | 5,598 | | 2,642 | |
Debenture and term note repayments | Debenture and term note repayments | (1,333) | | (1,888) | | Debenture and term note repayments | (2,281) | | (1,333) | |
Contributions from noncontrolling interests | Contributions from noncontrolling interests | 8 | | 9 | | Contributions from noncontrolling interests | 8 | | 8 | |
Distributions to noncontrolling interests | Distributions to noncontrolling interests | (127) | | (143) | | Distributions to noncontrolling interests | (195) | | (127) | |
Common shares issued | Common shares issued | 3 | | 3 | | Common shares issued | — | | 3 | |
Common shares repurchased | Common shares repurchased | (151) | | — | | Common shares repurchased | (125) | | (151) | |
Preference share dividends | Preference share dividends | (173) | | (182) | | Preference share dividends | (171) | | (173) | |
Common share dividends | Common share dividends | (3,485) | | (3,382) | | Common share dividends | (3,595) | | (3,485) | |
Redemption of preferred shares held by subsidiary | — | | (115) | | |
Redemption of preference shares | Redemption of preference shares | (1,003) | | — | | Redemption of preference shares | — | | (1,003) | |
Affiliate loans, net | | Affiliate loans, net | 50 | | — | |
Other | Other | (122) | | (40) | | Other | (64) | | (122) | |
Net cash used in financing activities | Net cash used in financing activities | (2,605) | | (1,463) | | Net cash used in financing activities | (4,770) | | (2,605) | |
Effect of translation of foreign denominated cash and cash equivalents and restricted cash | Effect of translation of foreign denominated cash and cash equivalents and restricted cash | 20 | | (20) | | Effect of translation of foreign denominated cash and cash equivalents and restricted cash | (19) | | 20 | |
Net change in cash and cash equivalents and restricted cash | Net change in cash and cash equivalents and restricted cash | 768 | | (31) | | Net change in cash and cash equivalents and restricted cash | 183 | | 768 | |
Cash and cash equivalents and restricted cash at beginning of period | Cash and cash equivalents and restricted cash at beginning of period | 320 | | 490 | | Cash and cash equivalents and restricted cash at beginning of period | 907 | | 320 | |
Cash and cash equivalents and restricted cash at end of period | Cash and cash equivalents and restricted cash at end of period | 1,088 | | 459 | | Cash and cash equivalents and restricted cash at end of period | 1,090 | | 1,088 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | | June 30, 2022 | December 31, 2021 | | June 30, 2023 | December 31, 2022 |
(unaudited; millions of Canadian dollars; number of shares in millions) | (unaudited; millions of Canadian dollars; number of shares in millions) | | | (unaudited; millions of Canadian dollars; number of shares in millions) | | |
Assets | Assets | | | Assets | | |
Current assets | Current assets | | | Current assets | | |
Cash and cash equivalents | Cash and cash equivalents | 1,045 | | 286 | | Cash and cash equivalents | 1,030 | | 861 | |
Restricted cash | Restricted cash | 43 | | 34 | | Restricted cash | 60 | | 46 | |
Accounts receivable and other | 7,545 | | 6,862 | | |
Trade receivables and unbilled revenues | | Trade receivables and unbilled revenues | 3,725 | | 5,616 | |
Other current assets | | Other current assets | 2,775 | | 3,255 | |
Accounts receivable from affiliates | Accounts receivable from affiliates | 248 | | 107 | | Accounts receivable from affiliates | 167 | | 114 | |
Inventory | Inventory | 1,546 | | 1,670 | | Inventory | 1,211 | | 2,255 | |
| | 10,427 | | 8,959 | | | 8,968 | | 12,147 | |
Property, plant and equipment, net | Property, plant and equipment, net | 101,290 | | 100,067 | | Property, plant and equipment, net | 103,955 | | 104,460 | |
Long-term investments | Long-term investments | 13,687 | | 13,324 | | Long-term investments | 15,258 | | 15,936 | |
Restricted long-term investments | Restricted long-term investments | 543 | | 630 | | Restricted long-term investments | 664 | | 593 | |
Deferred amounts and other assets | Deferred amounts and other assets | 9,360 | | 8,613 | | Deferred amounts and other assets | 9,185 | | 9,542 | |
Intangible assets, net | Intangible assets, net | 3,916 | | 4,008 | | Intangible assets, net | 3,764 | | 4,018 | |
Goodwill | Goodwill | 33,277 | | 32,775 | | Goodwill | 31,886 | | 32,440 | |
Deferred income taxes | Deferred income taxes | 316 | | 488 | | Deferred income taxes | 262 | | 472 | |
Total assets | Total assets | 172,816 | | 168,864 | | Total assets | 173,942 | | 179,608 | |
| Liabilities and equity | Liabilities and equity | | | Liabilities and equity | | |
Current liabilities | Current liabilities | | | Current liabilities | | |
Short-term borrowings | Short-term borrowings | 1,620 | | 1,515 | | Short-term borrowings | 848 | | 1,996 | |
Accounts payable and other | 8,206 | | 9,767 | | |
Trade payables and accrued liabilities | | Trade payables and accrued liabilities | 3,660 | | 6,172 | |
Other current liabilities | | Other current liabilities | 2,559 | | 5,220 | |
Accounts payable to affiliates | Accounts payable to affiliates | 257 | | 90 | | Accounts payable to affiliates | 48 | | 105 | |
Interest payable | Interest payable | 704 | | 693 | | Interest payable | 824 | | 763 | |
Current portion of long-term debt | Current portion of long-term debt | 7,188 | | 6,164 | | Current portion of long-term debt | 6,086 | | 6,045 | |
| | 17,975 | | 18,229 | | | 14,025 | | 20,301 | |
Long-term debt | Long-term debt | 70,005 | | 67,961 | | Long-term debt | 72,530 | | 72,939 | |
Other long-term liabilities | Other long-term liabilities | 7,799 | | 7,617 | | Other long-term liabilities | 8,847 | | 9,189 | |
Deferred income taxes | Deferred income taxes | 12,500 | | 11,689 | | Deferred income taxes | 14,502 | | 13,781 | |
| | 108,279 | | 105,496 | | | 109,904 | | 116,210 | |
Contingencies (Note 11) | Contingencies (Note 11) | 0 | 0 | Contingencies (Note 11) | | |
Equity | Equity | | | Equity | | |
Share capital | Share capital | | | Share capital | | |
Preference shares | Preference shares | 6,818 | | 7,747 | | Preference shares | 6,818 | | 6,818 | |
Common shares (2,025 and 2,026 outstanding at June 30, 2022 and December 31, 2021) | 64,755 | | 64,799 | | |
Common shares (2,023 and 2,025 outstanding at June 30, 2023 and December 31, 2022, respectively) | | Common shares (2,023 and 2,025 outstanding at June 30, 2023 and December 31, 2022, respectively) | 64,694 | | 64,760 | |
Additional paid-in capital | Additional paid-in capital | 305 | | 365 | | Additional paid-in capital | 291 | | 275 | |
Deficit | Deficit | (10,418) | | (10,989) | | Deficit | (13,746) | | (15,486) | |
Accumulated other comprehensive income/(loss) (Note 7) | 538 | | (1,096) | | |
Accumulated other comprehensive income (Note 7) | | Accumulated other comprehensive income (Note 7) | 2,561 | | 3,520 | |
| Total Enbridge Inc. shareholders' equity | 61,998 | | 60,826 | | |
Total Enbridge Inc. shareholders’ equity | | Total Enbridge Inc. shareholders’ equity | 60,618 | | 59,887 | |
Noncontrolling interests | Noncontrolling interests | 2,539 | | 2,542 | | Noncontrolling interests | 3,420 | | 3,511 | |
| | 64,537 | | 63,368 | | | 64,038 | | 63,398 | |
Total liabilities and equity | Total liabilities and equity | 172,816 | | 168,864 | | Total liabilities and equity | 173,942 | | 179,608 | |
The accompanying notes are an integral part of these interim consolidated financial statements.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Enbridge Inc. ("we", "our", "us" and "Enbridge") have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and Regulation S-X for interim consolidated financial information. They do not include all of the information and notes required by US GAAP for annual consolidated financial statements and should therefore be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2021.2022. In the opinion of management, the interim consolidated financial statements contain all normal recurring adjustments necessary to present fairly our financial position, results of operations and cash flows for the interim periods reported. These interim consolidated financial statements follow the same significant accounting policies as those included in our audited consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards (Note 2).2022. Amounts are stated in Canadian dollars unless otherwise noted.
Our operations and earnings for interim periods can be affected by seasonal fluctuations within the gas distribution utility businesses, as well as other factors such as supply of and demand for crude oil and natural gas, and may not be indicative of annual results.
Certain comparative figures in our interim consolidated financial statements have been reclassified to conform to the current year's presentation.
2. CHANGES IN ACCOUNTING POLICIESREVENUES
ADOPTION OF NEW ACCOUNTING STANDARDS
Disclosures About Government AssistanceREVENUE FROM CONTRACTS WITH CUSTOMERS
Effective January 1, 2022, we adopted Accounting Standards Update (ASU) 2021-10 on a prospective basis. The new standard was issued in November 2021 to increase the transparency of government assistance to business entities. The ASU adds new disclosure requirements for transactions with governments that are accounted for using a grant or contribution accounting model by analogy. The required disclosures include information about the nature of transactions, accounting policy applied, impacted financial statement line itemsMajor Products and significant terms and conditions. The adoption of this ASU did not have a material impact on our consolidated financial statements.Services
Accounting for Certain Lessor Leases with Variable Lease Payments
Effective January 1, 2022, we adopted ASU 2021-05 on a prospective basis. The new standard was issued in July 2021 to amend lessor accounting for certain leases with variable lease payments that do not depend on a reference index or a rate and would have resulted in the recognition of a loss at lease commencement if classified as a sales-type or a direct financing lease. The ASU amends the classification requirements of such leases for lessors to result in an operating lease classification. The adoption of this ASU did not have a material impact on our consolidated financial statements.
Accounting for Modifications or Exchanges of Certain Equity-Classified Contracts
Effective January 1, 2022, we adopted ASU 2021-04 on a prospective basis. The new standard was issued in May 2021 to clarify issuer accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The ASU requires an issuer to determine the accounting for the modification or exchange based on the economic substance of the modification or exchange. The adoption of this ASU did not have a material impact on our consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | | | | | | | |
Transportation revenue | 3,002 | | 1,290 | | 169 | | — | | — | | — | | 4,461 | |
Storage and other revenue | 62 | | 113 | | 85 | | — | | — | | — | | 260 | |
| | | | | | | |
Gas distribution revenue | — | | — | | 796 | | — | | — | | — | | 796 | |
Electricity revenue | — | | — | | — | | 75 | | — | | — | | 75 | |
| | | | | | | |
Total revenue from contracts with customers | 3,064 | | 1,403 | | 1,050 | | 75 | | — | | — | | 5,592 | |
Commodity sales | — | | — | | — | | — | | 4,679 | | — | | 4,679 | |
Other revenue1,2 | 79 | | 7 | | (1) | | 76 | | — | | — | | 161 | |
Intersegment revenue | 127 | | — | | 1 | | (1) | | — | | (127) | | — | |
Total revenue | 3,270 | | 1,410 | | 1,050 | | 150 | | 4,679 | | (127) | | 10,432 | |
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
Effective January 1, 2022, we adopted ASU 2020-06 on a modified retrospective basis. The new standard 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. The adoption of this ASU did not have a material impact on our consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended June 30, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | | | | | | | |
Transportation revenue | 2,565 | | 1,200 | | 157 | | — | | — | | — | | 3,922 | |
Storage and other revenue | 64 | | 83 | | 99 | | — | | — | | — | | 246 | |
Gas gathering and processing revenue | — | | 6 | | — | | — | | — | | — | | 6 | |
Gas distribution revenue | — | | — | | 919 | | — | | — | | — | | 919 | |
Electricity revenue | — | | — | | — | | 81 | | — | | — | | 81 | |
| | | | | | | |
Total revenue from contracts with customers | 2,629 | | 1,289 | | 1,175 | | 81 | | — | | — | | 5,174 | |
Commodity sales | — | | — | | — | | — | | 8,108 | | — | | 8,108 | |
Other revenue1,2 | (145) | | 11 | | (37) | | 74 | | 30 | | — | | (67) | |
Intersegment revenue | 154 | | 1 | | — | | — | | — | | (155) | | — | |
Total revenue | 2,638 | | 1,301 | | 1,138 | | 155 | | 8,138 | | (155) | | 13,215 | |
3. REVENUE
REVENUE FROM CONTRACTS WITH CUSTOMERS
Major Products and Services
| | | | | | | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Three months ended June 30, 2022 |
(millions of Canadian dollars) | | | | | | | |
Transportation revenue | 2,565 | | 1,200 | | 157 | | — | | — | | — | | 3,922 | |
Storage and other revenue | 64 | | 83 | | 99 | | — | | — | | — | | 246 | |
Gas gathering and processing revenue | — | | 6 | | — | | — | | — | | — | | 6 | |
Gas distribution revenue | — | | — | | 919 | | — | | — | | — | | 919 | |
Electricity and transmission revenue | — | | — | | — | | 81 | | — | | — | | 81 | |
| | | | | | | |
Total revenue from contracts with customers | 2,629 | | 1,289 | | 1,175 | | 81 | | — | | — | | 5,174 | |
Commodity sales | — | | — | | — | | — | | 8,108 | | — | | 8,108 | |
Other revenue1,2 | (145) | | 11 | | (37) | | 74 | | 30 | | — | | (67) | |
Intersegment revenue | 154 | | 1 | | — | | — | | — | | (155) | | — | |
Total revenue | 2,638 | | 1,301 | | 1,138 | | 155 | | 8,138 | | (155) | | 13,215 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Three months ended June 30, 2021 |
(millions of Canadian dollars) | | | | | | | |
Transportation revenue | 2,157 | | 1,046 | | 150 | | — | | — | | — | | 3,353 | |
Storage and other revenue | 37 | | 63 | | 51 | | — | | — | | — | | 151 | |
Gas gathering and processing revenue | — | | 10 | | — | | — | | — | | — | | 10 | |
Gas distribution revenue | — | | — | | 725 | | — | | — | | — | | 725 | |
Electricity and transmission revenue | — | | — | | — | | 55 | | — | | — | | 55 | |
| | | | | | | |
Total revenue from contracts with customers | 2,194 | | 1,119 | | 926 | | 55 | | — | | — | | 4,294 | |
Commodity sales | — | | — | | — | | — | | 6,334 | | — | | 6,334 | |
Other revenue1,2 | 215 | | 9 | | 12 | | 77 | | 1 | | 6 | | 320 | |
Intersegment revenue | 138 | | — | | 15 | | — | | 10 | | (163) | | — | |
Total revenue | 2,547 | | 1,128 | | 953 | | 132 | | 6,345 | | (157) | | 10,948 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Six months ended June 30, 2022 |
(millions of Canadian dollars) | | | | | | | |
Transportation revenue | 5,250 | | 2,394 | | 408 | | — | | — | | — | | 8,052 | |
Storage and other revenue | 115 | | 167 | | 146 | | — | | — | | — | | 428 | |
Gas gathering and processing revenue | — | | 21 | | — | | — | | — | | — | | 21 | |
Gas distribution revenue | — | | — | | 3,017 | | — | | — | | — | | 3,017 | |
Electricity and transmission revenue | — | | — | | — | | 143 | | — | | — | | 143 | |
| | | | | | | |
Total revenue from contracts with customers | 5,365 | | 2,582 | | 3,571 | | 143 | | — | | — | | 11,661 | |
Commodity sales | — | | — | | — | | — | | 16,433 | | — | | 16,433 | |
Other revenue1,2 | 33 | | 18 | | (33) | | 168 | | 32 | | — | | 218 | |
Intersegment revenue | 295 | | 1 | | 11 | | — | | 10 | | (317) | | — | |
Total revenue | 5,693 | | 2,601 | | 3,549 | | 311 | | 16,475 | | (317) | | 28,312 | |
| | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | |
Six months ended June 30, 2021 | |
Six months ended June 30, 2023 | | Six months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | (millions of Canadian dollars) | |
Transportation revenue | Transportation revenue | 4,486 | | 2,167 | | 366 | | — | | — | | — | | 7,019 | | Transportation revenue | 5,944 | | 2,674 | | 445 | | — | | — | | — | | 9,063 | |
Storage and other revenue | Storage and other revenue | 63 | | 137 | | 109 | | — | | — | | — | | 309 | | Storage and other revenue | 126 | | 208 | | 184 | | — | | — | | — | | 518 | |
Gas gathering and processing revenue | — | | 17 | | — | | — | | — | | — | | 17 | | |
| Gas distribution revenue | Gas distribution revenue | — | | — | | 2,259 | | — | | — | | — | | 2,259 | | Gas distribution revenue | — | | — | | 3,083 | | — | | — | | — | | 3,083 | |
Electricity and transmission revenue | — | | — | | — | | 81 | | — | | — | | 81 | | |
Electricity revenue | | Electricity revenue | — | | — | | — | | 141 | | — | | — | | 141 | |
| Total revenue from contracts with customers | Total revenue from contracts with customers | 4,549 | | 2,321 | | 2,734 | | 81 | | — | | — | | 9,685 | | Total revenue from contracts with customers | 6,070 | | 2,882 | | 3,712 | | 141 | | — | | — | | 12,805 | |
Commodity sales | Commodity sales | — | | — | | — | | — | | 12,763 | | — | | 12,763 | | Commodity sales | — | | — | | — | | — | | 9,462 | | — | | 9,462 | |
Other revenue1,2 | Other revenue1,2 | 427 | | 21 | | 18 | | 168 | | 1 | | 2 | | 637 | | Other revenue1,2 | 109 | | 18 | | (41) | | 154 | | — | | — | | 240 | |
Intersegment revenue | Intersegment revenue | 270 | | — | | 24 | | — | | 14 | | (308) | | — | | Intersegment revenue | 256 | | 1 | | 4 | | (1) | | 18 | | (278) | | — | |
Total revenue | Total revenue | 5,246 | | 2,342 | | 2,776 | | 249 | | 12,778 | | (306) | | 23,085 | | Total revenue | 6,435 | | 2,901 | | 3,675 | | 294 | | 9,480 | | (278) | | 22,507 | |
| Six months ended June 30, 2022 | | Six months ended June 30, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | | (millions of Canadian dollars) | | | |
Transportation revenue | | Transportation revenue | 5,250 | | 2,394 | | 408 | | — | | — | | — | | 8,052 | |
Storage and other revenue | | Storage and other revenue | 115 | | 167 | | 146 | | — | | — | | — | | 428 | |
Gas gathering and processing revenue | | Gas gathering and processing revenue | — | | 21 | | — | | — | | — | | — | | 21 | |
Gas distribution revenue | | Gas distribution revenue | — | | — | | 3,017 | | — | | — | | — | | 3,017 | |
Electricity revenue | | Electricity revenue | — | | — | | — | | 143 | | — | | — | | 143 | |
| Total revenue from contracts with customers | | Total revenue from contracts with customers | 5,365 | | 2,582 | | 3,571 | | 143 | | — | | — | | 11,661 | |
Commodity sales | | Commodity sales | — | | — | | — | | — | | 16,433 | | — | | 16,433 | |
Other revenue1,2 | | Other revenue1,2 | 33 | | 18 | | (33) | | 168 | | 32 | | — | | 218 | |
Intersegment revenue | | Intersegment revenue | 295 | | 1 | | 11 | | — | | 10 | | (317) | | — | |
Total revenue | | Total revenue | 5,693 | | 2,601 | | 3,549 | | 311 | | 16,475 | | (317) | | 28,312 | |
1Includes mark-to-market gains/(losses) fromrealized and unrealized gains and losses from our hedging program which for the three months ended June 30, 2022 and 2021 of2023 were a net $3 million gain (2022 - $198 million lossloss) and $131 million gain, respectively. Forfor the six months ended June 30, 2022 and 2021, Other revenue includes2023 were a net $52 million loss (2022 - $104 million mark-to-market loss and a $261 million mark-to-market gain, respectively.loss).
2Includes revenues from lease contracts for the three months ended June 30, 2023 and 2022 and 2021 of $143$136 million and $143 million, respectively, and for the six months ended June 30, 2023 and 2022 of $280 million and 2021 of $307 million, and $302 million, respectively.
We disaggregate revenues 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 Receivables | Contract Assets | Contract Liabilities |
(millions of Canadian dollars) | | | |
Balance as at June 30, 2022 | 2,256 | | 223 | | 2,043 | |
Balance as at December 31, 2021 | 2,369 | | 213 | | 1,898 | |
| | | | | | | | | | | |
| Contract Receivables | Contract Assets | Contract Liabilities |
(millions of Canadian dollars) | | | |
Balance as at June 30, 2023 | 2,182 | | 229 | | 2,283 | |
Balance as at December 31, 2022 | 3,183 | | 230 | | 2,241 | |
Contract receivables represent the amount of receivables derived from contracts with customers.
Contract assets represent the amount of revenues which havehas been recognized in advance of payments received for performance obligations we have fulfilled (or have partially fulfilled) and prior to the point in time at which our right to payment is unconditional. Amounts included in contract assets are transferred to accounts receivable when our right to receive 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 revenues. Revenue recognized during the three and six months ended June 30, 20222023 included in contract liabilities at the beginning of the period is $21was $53 million and $82$89 million, respectively. Increases in contract liabilities from cash received, net of amounts recognized as revenues, during the three and six months ended June 30, 20222023 were $131$43 million and $228$167 million, respectively.
Performance Obligations
There were no material revenues recognized in the three and six months ended June 30, 20222023 from performance obligations satisfied in previous periods.
Revenues to be Recognized from Unfulfilled Performance Obligations
Total revenues from performance obligations expected to be fulfilled in future periods are $58.3is $57.9 billion, of which $3.7$3.9 billion and $6.3$6.7 billion are expected to be recognized during the remaining six months ending December 31, 20222023 and the year ending December 31, 2023,2024, respectively.
The revenues excluded from the amounts above based on optional exemptions available under Accounting Standards Codification 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 for revenues 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 escalation on certain tolls which are contractually escalated for inflation has not been reflected in the amounts above as it is not possible to reliably 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 which have an original expected duration of one year or less are excluded from the amounts above.
Variable Consideration
During the three and six months ended June 30, 2022,2023, revenue for the Canadian Mainline has been recognized in accordance with the terms of the Competitive Tolling Settlement (CTS), which expired on June 30, 2021. The tolls in place on June 30, 2021 continuecontinued on an interim basis until July 1, 2023 when new interim tolls took effect. Until a new commercial arrangement is implemented andapproved, the tolls are subject to finalization and adjustment applicable to the interim period, if any. Due to the uncertainty of adjustment to tolling pursuant to a Canada Energy Regulator (CER) decision and potential customer negotiations, interim toll revenue recognized during the three and six months ended June 30, 20222023 is considered variable consideration.
Recognition and Measurement of Revenues
| Three months ended June 30, 2023 | | Three months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
(millions of Canadian dollars) | | (millions of Canadian dollars) | | | |
Revenues from products transferred at a point in time | | Revenues from products transferred at a point in time | — | | — | | 37 | | — | | | 37 | |
Revenues from products and services transferred over time1 | | Revenues from products and services transferred over time1 | 3,064 | | 1,403 | | 1,013 | | 75 | | | 5,555 | |
Total revenue from contracts with customers | | Total revenue from contracts with customers | 3,064 | | 1,403 | | 1,050 | | 75 | | | 5,592 | |
| | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated | | | |
Three months ended June 30, 2022 | Three months ended June 30, 2022 | Consolidated | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | (millions of Canadian dollars) | | | |
Revenues from products transferred at a point in time | Revenues from products transferred at a point in time | — | | — | | 20 | | — | | | 20 | | Revenues from products transferred at a point in time | — | | — | | 20 | | — | | | 20 | |
Revenues from products and services transferred over time1 | Revenues from products and services transferred over time1 | 2,629 | | 1,289 | | 1,155 | | 81 | | | 5,154 | | Revenues from products and services transferred over time1 | 2,629 | | 1,289 | | 1,155 | | 81 | | | 5,154 | |
Total revenue from contracts with customers | Total revenue from contracts with customers | 2,629 | | 1,289 | | 1,175 | | 81 | | | 5,174 | | Total revenue from contracts with customers | 2,629 | | 1,289 | | 1,175 | | 81 | | | 5,174 | |
| Six months ended June 30, 2023 | | Six months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
(millions of Canadian dollars) | | (millions of Canadian dollars) | | | |
Revenues from products transferred at a point in time | | Revenues from products transferred at a point in time | — | | — | | 67 | | — | | | 67 | |
Revenues from products and services transferred over time1 | | Revenues from products and services transferred over time1 | 6,070 | | 2,882 | | 3,645 | | 141 | | | 12,738 | |
Total revenue from contracts with customers | | Total revenue from contracts with customers | 6,070 | | 2,882 | | 3,712 | | 141 | | | 12,805 | |
| Six months ended June 30, 2022 | | Six months ended June 30, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
(millions of Canadian dollars) | | (millions of Canadian dollars) | | | |
Revenues from products transferred at a point in time | | Revenues from products transferred at a point in time | — | | — | | 36 | | — | | | 36 | |
Revenues from products and services transferred over time1 | | Revenues from products and services transferred over time1 | 5,365 | | 2,582 | | 3,535 | | 143 | | | 11,625 | |
Total revenue from contracts with customers | | Total revenue from contracts with customers | 5,365 | | 2,582 | | 3,571 | | 143 | | | 11,661 | |
1
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| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
Three months ended June 30, 2021 |
(millions of Canadian dollars) | | | | | | |
Revenues from products transferred at a point in time | — | | — | | 17 | | — | | | 17 | |
Revenues from products and services transferred over time1 | 2,194 | | 1,119 | | 909 | | 55 | | | 4,277 | |
Total revenue from contracts with customers | 2,194 | | 1,119 | | 926 | | 55 | | | 4,294 | |
| | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
Six months ended June 30, 2022 |
(millions of Canadian dollars) | | | | | | |
Revenues from products transferred at a point in time | — | | — | | 36 | | — | | | 36 | |
Revenues from products and services transferred over time1 | 5,365 | | 2,582 | | 3,535 | | 143 | | | 11,625 | |
Total revenue from contracts with customers | 5,365 | | 2,582 | | 3,571 | | 143 | | | 11,661 | |
| | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | | Consolidated |
Six months ended June 30, 2021 |
(millions of Canadian dollars) | | | | | | |
Revenues from products transferred at a point in time | — | | — | | 34 | | — | | | 34 | |
Revenues from products and services transferred over time1 | 4,549 | | 2,321 | | 2,700 | | 81 | | | 9,651 | |
Total revenue from contracts with customers | 4,549 | | 2,321 | | 2,734 | | 81 | | | 9,685 | |
1 Revenue from crude oil and natural gas pipeline transportation, storage, natural gas gathering, compression and treating, natural gas distribution, natural gas storage services and electricity sales.
4.3. SEGMENTED INFORMATION
| | | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Three months ended June 30, 2022 | |
Three months ended June 30, 2023 | | Three months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | (millions of Canadian dollars) |
Operating revenues | Operating revenues | 2,638 | | 1,301 | | 1,138 | | 155 | | 8,138 | | (155) | | 13,215 | | Operating revenues | 3,270 | | 1,410 | | 1,050 | | 150 | | 4,679 | | (127) | | 10,432 | |
Commodity and gas distribution costs | Commodity and gas distribution costs | (16) | | — | | (463) | | (4) | | (8,305) | | 151 | | (8,637) | | Commodity and gas distribution costs | — | | — | | (371) | | (2) | | (4,648) | | 104 | | (4,917) | |
Operating and administrative | Operating and administrative | (976) | | (545) | | (281) | | (53) | | (11) | | (128) | | (1,994) | | Operating and administrative | (1,083) | | (588) | | (325) | | (62) | | (12) | | 42 | | (2,028) | |
| | Income/(loss) from equity investments | Income/(loss) from equity investments | 153 | | 335 | | 1 | | 23 | | — | | (2) | | 510 | | Income/(loss) from equity investments | 254 | | 199 | | 1 | | 27 | | — | | (3) | | 478 | |
| Other income/(expense) | 19 | | 28 | | 22 | | 1 | | 1 | | (570) | | (499) | | |
Earnings/(loss) before interest, income taxes, and depreciation and amortization | 1,818 | | 1,119 | | 417 | | 122 | | (177) | | (704) | | 2,595 | | |
| Other income | | Other income | 10 | | 21 | | 12 | | 16 | | 3 | | 513 | | 575 | |
Earnings before interest, income taxes and depreciation and amortization | | Earnings before interest, income taxes and depreciation and amortization | 2,451 | | 1,042 | | 367 | | 129 | | 22 | | 529 | | 4,540 | |
Depreciation and amortization | Depreciation and amortization | | (1,064) | | Depreciation and amortization | | (1,137) | |
Interest expense | Interest expense | | (791) | | Interest expense | | (883) | |
Income tax expense | Income tax expense | | (133) | | Income tax expense | | (519) | |
Earnings | Earnings | | | 607 | | Earnings | | | 2,001 | |
Capital expenditures1 | Capital expenditures1 | 273 | | 333 | | 334 | | 11 | | — | | 12 | | 963 | | Capital expenditures1 | 237 | | 343 | | 346 | | 23 | | — | | 27 | | 976 | |
| | | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Three months ended June 30, 2021 | |
Three months ended June 30, 2022 | | Three months ended June 30, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | (millions of Canadian dollars) |
Operating revenues | Operating revenues | 2,547 | | 1,128 | | 953 | | 132 | | 6,345 | | (157) | | 10,948 | | Operating revenues | 2,638 | | 1,301 | | 1,138 | | 155 | | 8,138 | | (155) | | 13,215 | |
Commodity and gas distribution costs | Commodity and gas distribution costs | (7) | | — | | (299) | | — | | (6,567) | | 154 | | (6,719) | | Commodity and gas distribution costs | (16) | | — | | (463) | | (4) | | (8,305) | | 151 | | (8,637) | |
Operating and administrative | Operating and administrative | (673) | | (424) | | (242) | | (37) | | (9) | | (99) | | (1,484) | | Operating and administrative | (976) | | (545) | | (281) | | (53) | | (11) | | (128) | | (1,994) | |
| Income from equity investments | 180 | | 132 | | 27 | | 13 | | — | | — | | 352 | | |
Income/(loss) from equity investments | | Income/(loss) from equity investments | 153 | | 335 | | 1 | | 23 | | — | | (2) | | 510 | |
| Other income/(expense) | Other income/(expense) | (3) | | 32 | | 19 | | 7 | | (8) | | 194 | | 241 | | Other income/(expense) | 19 | | 28 | | 22 | | 1 | | 1 | | (570) | | (499) | |
Earnings/(loss) before interest, income taxes, and depreciation and amortization | 2,044 | | 868 | | 458 | | 115 | | (239) | | 92 | | 3,338 | | |
Earnings/(loss) before interest, income taxes and depreciation and amortization | | Earnings/(loss) before interest, income taxes and depreciation and amortization | 1,818 | | 1,119 | | 417 | | 122 | | (177) | | (704) | | 2,595 | |
Depreciation and amortization | Depreciation and amortization | | (929) | | Depreciation and amortization | | (1,064) | |
Interest expense | Interest expense | | (618) | | Interest expense | | (791) | |
Income tax expense | Income tax expense | | (270) | | Income tax expense | | (133) | |
Earnings | Earnings | | 1,521 | | Earnings | | 607 | |
Capital expenditures1 | Capital expenditures1 | 567 | | 547 | | 300 | | 2 | | — | | 9 | | 1,425 | | Capital expenditures1 | 273 | | 333 | | 334 | | 11 | | — | | 12 | | 963 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Six months ended June 30, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | | | | | | | |
Operating revenues | 6,435 | | 2,901 | | 3,675 | | 294 | | 9,480 | | (278) | | 22,507 | |
Commodity and gas distribution costs | — | | — | | (1,983) | | (6) | | (9,430) | | 272 | | (11,147) | |
Operating and administrative | (2,206) | | (1,137) | | (634) | | (115) | | (30) | | 57 | | (4,065) | |
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Income/(loss) from equity investments | 502 | | 437 | | 1 | | 62 | | — | | (7) | | 995 | |
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Other income | 83 | | 46 | | 24 | | 30 | | 3 | | 491 | | 677 | |
Earnings before interest, income taxes and depreciation and amortization | 4,814 | | 2,247 | | 1,083 | | 265 | | 23 | | 535 | | 8,967 | |
Depreciation and amortization | | | | | | | (2,283) | |
Interest expense | | | | | | | (1,788) | |
Income tax expense | | | | | | | (1,029) | |
Earnings | | | | | | | 3,867 | |
Capital expenditures1 | 517 | | 870 | | 610 | | 68 | | — | | 52 | | 2,117 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Six months ended June 30, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
(millions of Canadian dollars) | | | | | | | |
Operating revenues | 5,693 | | 2,601 | | 3,549 | | 311 | | 16,475 | | (317) | | 28,312 | |
Commodity and gas distribution costs | (27) | | — | | (1,931) | | (8) | | (16,732) | | 314 | | (18,384) | |
Operating and administrative | (1,923) | | (1,075) | | (580) | | (101) | | (25) | | (165) | | (3,869) | |
| | | | | | | |
| | | | | | | |
Income/(loss) from equity investments | 368 | | 556 | | 1 | | 78 | | — | | (2) | | 1,001 | |
| | | | | | | |
Other income/(expense) | 36 | | 51 | | 43 | | 4 | | 4 | | (179) | | (41) | |
Earnings/(loss) before interest, income taxes and depreciation and amortization | 4,147 | | 2,133 | | 1,082 | | 284 | | (278) | | (349) | | 7,019 | |
Depreciation and amortization | | | | | | | (2,119) | |
Interest expense | | | | | | | (1,510) | |
Income tax expense | | | | | | | (726) | |
Earnings | | | | | | | 2,664 | |
Capital expenditures1 | 818 | | 562 | | 600 | | 17 | | — | | 24 | | 2,021 | |
1Includes allowance for equity funds used during construction.
| | | | | | | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Six months ended June 30, 2022 |
(millions of Canadian dollars) | | | | | | | |
Operating revenues | 5,693 | | 2,601 | | 3,549 | | 311 | | 16,475 | | (317) | | 28,312 | |
Commodity and gas distribution costs | (27) | | — | | (1,931) | | (8) | | (16,732) | | 314 | | (18,384) | |
Operating and administrative | (1,923) | | (1,075) | | (580) | | (101) | | (25) | | (165) | | (3,869) | |
| | | | | | | |
Income/(loss) from equity investments | 368 | | 556 | | 1 | | 78 | | — | | (2) | | 1,001 | |
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Other income/(expense) | 36 | | 51 | | 43 | | 4 | | 4 | | (179) | | (41) | |
Earnings/(loss) before interest, income taxes, and depreciation and amortization | 4,147 | | 2,133 | | 1,082 | | 284 | | (278) | | (349) | | 7,019 | |
Depreciation and amortization | | | | | | | (2,119) | |
Interest expense | | | | | | | (1,510) | |
Income tax expense | | | | | | | (726) | |
Earnings | | | | | | | 2,664 | |
Capital expenditures1 | 818 | | 562 | | 600 | | 17 | | — | | 24 | | 2,021 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
Six months ended June 30, 2021 |
(millions of Canadian dollars) | | | | | | | |
Operating revenues | 5,246 | | 2,342 | | 2,776 | | 249 | | 12,778 | | (306) | | 23,085 | |
Commodity and gas distribution costs | (10) | | — | | (1,257) | | — | | (12,920) | | 320 | | (13,867) | |
Operating and administrative | (1,492) | | (858) | | (514) | | (80) | | (23) | | (76) | | (3,043) | |
Income from equity investments | 334 | | 314 | | 49 | | 50 | | — | | — | | 747 | |
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Other income/(expense) | 5 | | 43 | | 38 | | 52 | | (10) | | 374 | | 502 | |
Earnings/(loss) before interest, income taxes, and depreciation and amortization | 4,083 | | 1,841 | | 1,092 | | 271 | | (175) | | 312 | | 7,424 | |
Depreciation and amortization | | | | | | | (1,861) | |
Interest expense | | | | | | | (1,275) | |
Income tax expense | | | | | | | (753) | |
Earnings | | | | | | | 3,535 | |
Capital expenditures1 | 1,923 | | 1,029 | | 519 | | 7 | | — | | 21 | | 3,499 | |
1 Includes allowance for equity funds used during construction.
5.4. EARNINGS PER COMMON SHARE AND DIVIDENDS PER SHARE
BASIC
Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding. On December 30, 2021, we closed the sale of our minority ownership in Noverco Inc. (Noverco). For the three and six months ended June 30, 2021, the weighted average number of common shares outstanding was reduced by our pro-rata weighted average interest in our own common shares of approximately 2 million and 3 million, respectively, resulting from our reciprocal investment in Noverco.
DILUTED
The treasury stock method is used to determine the dilutive impact of stock options and restricted stock units (RSU).RSUs. This method assumes any proceeds from the exercise of stock options and vesting of RSUs 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:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(number of shares in millions) | (number of shares in millions) | | | | | | (number of shares in millions) | | | | | |
Weighted average shares outstanding | Weighted average shares outstanding | 2,026 | | 2,024 | | | 2,026 | | 2,023 | | Weighted average shares outstanding | 2,024 | | 2,026 | | | 2,025 | | 2,026 | |
Effect of dilutive options and RSUs | Effect of dilutive options and RSUs | 4 | | 2 | | | 4 | | 1 | | Effect of dilutive options and RSUs | 3 | | 4 | | | 3 | | 4 | |
Diluted weighted average shares outstanding | Diluted weighted average shares outstanding | 2,030 | | 2,026 | | | 2,030 | | 2,024 | | Diluted weighted average shares outstanding | 2,027 | | 2,030 | | | 2,028 | | 2,030 | |
For the three months ended June 30, 2023 and 2022, and 2021, 3.216.3 million and 20.53.2 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $59.29$55.46 and $50.66,$59.29, respectively, were
excluded from the diluted earnings per common share calculation.
For the six months ended June 30, 2023 and 2022, and 2021, 8.016.5 million and 24.08.0 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $56.72$55.54 and $51.10,$56.72, respectively, were excluded from the diluted earnings per common share calculation.
DIVIDENDS PER SHARE
On July 26, 2022,31, 2023, our Board of Directors declared the following quarterly dividends. All dividends are payable on September 1, 20222023 to shareholders of record on August 15, 2022.2023.
| | | | | |
| Dividend per share |
Common Shares1 | $0.860000.88750 | |
Preference Shares, Series A | $0.34375 | |
Preference Shares, Series B2 | $0.32513 | |
Preference Shares, Series D | $0.278750.33825 | |
Preference Shares, Series F1 | $0.293060.34613 | |
Preference Shares, Series G2 | $0.43858 | |
Preference Shares, Series H | $0.27350 | |
Preference Shares, Series L | US$0.309930.36612 | |
Preference Shares, Series N | $0.31788 | |
Preference Shares, Series P | $0.27369 | |
Preference Shares, Series R | $0.25456 | |
Preference Shares, Series 13 | US$0.371820.41898 | |
Preference Shares, Series 3 | $0.23356 | |
Preference Shares, Series 5 | US$0.33596 | |
Preference Shares, Series 7 | $0.27806 | |
Preference Shares, Series 9 | $0.25606 | |
Preference Shares, Series 11 | $0.24613 | |
Preference Shares, Series 13 | $0.19019 | |
Preference Shares, Series 15 | $0.18644 | |
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Preference Shares, Series 19 | $0.306250.38825 | |
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1 The quarterly dividend per common share was increased 3% to $0.86 from $0.835, effective March 1, 2022.
2 The quarterly dividend per share paid on Preference Shares, Series BF was increased to $0.32513$0.34613 from $0.21340$0.29306 on June 1, 20222023 due to reset of the annual dividend on June 1, 2022.2023.
2The first quarterly dividend on Preference Shares, Series G will be paid on September 1, 2023. On June 1, 2022, all2023, 1,827,695 of the outstanding Preference Shares, Series CF were converted tointo Preference Shares, Series B.G.
3The quarterly dividend per share paid on Preference Shares, Series 1 was increased to US$0.41898 from US$0.37182 on June 1, 2023 due to reset of the annual dividend on June 1, 2023.
PREFERENCE SHARE REDEMPTIONS
5. ACQUISITION
TRES PALACIOS HOLDINGS LLC
On March 1, 2022,April 3, 2023, we redeemed our $750acquired Tres Palacios Holdings LLC (Tres Palacios) for US$335 million outstanding Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17. On June 1, 2022, we also redeemed ourof cash. Tres Palacios is a natural gas storage facility located in the US Gulf Coast and its infrastructure serves Texas gas-fired power generation and liquefied natural gas exports, as well as Mexico pipeline exports.
We allocated assets with a fair value of US$200588 million outstanding Cumulative Redeemable Preference Shares, Series J. Dividends are cumulative, payable quarterlyto Property, plant and are included in Preference share dividendsequipment, net, of which US$189 million relates to storage cavern right-of-use assets, and recorded the related lease liabilities of US$5 million and US$184 million to Current portion of long-term debt and Long-term debt, respectively, in the Consolidated Statements of Earnings.Financial Position. The acquired assets are included in our Gas Transmission and Midstream segment.
6. DEBT
CREDIT FACILITIES
The following table provides details of our committed credit facilities as at June 30, 2022:2023:
| | | Maturity1 | Total Facilities | Draws2 | Available | | Maturity1 | Total Facilities | Draws2 | Available |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | (millions of Canadian dollars) | | |
Enbridge Inc. | Enbridge Inc. | 2023-2026 | 10,818 | | 9,153 | | 1,665 | | Enbridge Inc. | 2024-2027 | 8,860 | | 4,341 | | 4,519 | |
Enbridge (U.S.) Inc. | Enbridge (U.S.) Inc. | 2023-2026 | 7,095 | | 4,493 | | 2,602 | | Enbridge (U.S.) Inc. | 2024-2027 | 8,403 | | 4,260 | | 4,143 | |
Enbridge Pipelines Inc. | Enbridge Pipelines Inc. | 2024 | 2,000 | | 797 | | 1,203 | | Enbridge Pipelines Inc. | 2024 | 2,000 | | 930 | | 1,070 | |
Enbridge Gas Inc. | Enbridge Gas Inc. | 2023 | 2,000 | | 1,620 | | 380 | | Enbridge Gas Inc. | 2024 | 2,500 | | 850 | | 1,650 | |
Total committed credit facilities | Total committed credit facilities | | 21,913 | | 16,063 | | 5,850 | | Total committed credit facilities | | 21,763 | | 10,381 | | 11,382 | |
1Maturity date is inclusive of the one-year term out option for certain credit facilities.
2Includes facility draws and commercial paper issuances that are back-stopped by credit facilities.
On February 10, 2022, we renewed our three year $1.0 billion sustainability-linked credit facility, extending the maturity date out to July 2025.
On May 17, 2022, we entered into a three year term loan with a syndicate of Japanese banks for approximately $806 million (¥84.8 billion), which will mature in May 2025 and replaces the approximately $499 million (¥52.5 billion) term loan that matured in May 2022. Additionally, on May 24, 2022, we entered into a 364-day term loan for approximately $1.9 billion, which will mature in May 2023.
On June 23, 2022, we renewed approximately $5.5 billion of ourIn March 2023, Enbridge Gas Inc. (Enbridge Gas) increased its 364-day extendible credit facilitiesfacility from $2.0 billion to $2.5 billion and in July 2023, the facility's maturity date was extended to July 2024,2025, which includes a one-year term out provision from July 2023.2024.
OnIn July 15 and 22, 2022, we renewed $3.0 billion of our five year credit facilities, extending2023, Enbridge Pipelines Inc. extended the maturity date out to July 2027. We also extended approximately $4.8 billion of ourits 364-day extendible credit facilitiesfacility to July 2024,2025, which includes a one-year term out provision from July 2023. As part2024.
In July 2023, we renewed approximately $6.8 billion of the renewal, we also increased our 364-day extendible credit facilities, byextending the maturity dates to July 2025, which includes a one-year term out provision from July 2024. We also renewed approximately $481 million.$7.6 billion of our five-year credit facilities, extending the maturity dates to July 2028. Further, we extended our three-year credit facilities, extending the maturity dates to July 2026.
In addition to the committed credit facilities noted above, we maintain $1.3 billion of uncommitted demand letter of credit facilities, of which $791$723 million was unutilized as at June 30, 2022.2023. As at December 31, 2021,2022, we had $1.3 billion of uncommitted demand letter of credit facilities, of which $854$689 million was unutilized.
Our credit facilities carry a weighted average standby fee of 0.1% 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 scheduled to mature from 20232024 to 2027.
As at June 30, 20222023 and December 31, 2021,2022, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $12.3$9.5 billion and $11.3$10.5 billion, respectively, were supported by the availability of long-term committed credit facilities and, therefore, have been classified as long-term debt.
LONG-TERM DEBT ISSUANCES
During the six months ended June 30, 2022,2023, we completed the following long-term debt issuances totaling $750 millionUS$3.0 billion and US$1.5$1.5 billion:
| Company | Company | Issue Date | | Principal Amount | Company | Issue Date | | Principal Amount |
(millions of Canadian dollars unless otherwise stated) | | |
(millions of Canadian dollars, unless otherwise stated) | | (millions of Canadian dollars, unless otherwise stated) | |
Enbridge Inc. | Enbridge Inc. | | Enbridge Inc. | |
| | January 2022 | 5.00% | hybrid fixed-to-fixed subordinated notes due January 2082 | $750 | | March 2023 | 5.70% | sustainability-linked senior notes due March 20331 | US$2,300 |
| | February 2022 | Floating rate senior notes due February 20241 | US$600 | | March 2023 | 5.97% | senior notes due March 20262 | US$700 |
| | February 2022 | 2.15% | senior notes due February 2024 | US$400 | | May 2023 | 4.90% | medium-term notes due May 2028 | $600 |
| | February 2022 | 2.50% | senior notes due February 2025 | US$500 | | May 2023 | 5.36% | sustainability-linked medium-term notes due May 20333 | $400 |
| | | May 2023 | 5.76% | medium-term notes due May 2053 | $500 |
| | | | | |
1Notes carryThe sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on September 8, 2031, the interest rate will be set to equal 5.70% plus a margin of 50 basis points.
2We have the option to call the notes at par after one year from issuance. Refer to Note 8 - Risk Management and Financial Instruments.
3The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on November 26, 2031, the interest rate will be set to equal 5.36% plus a margin of 50 basis points.
LONG-TERM DEBT REPAYMENTS
During the six months ended June 30, 2023, we completed the following long-term debt repayments totaling US$1.2 billion and $0.7 billion:
| | | | | | | | | | | | | | |
Company | Repayment Date | | | Principal Amount |
(millions of Canadian dollars, unless otherwise stated) | |
Enbridge Inc. | | | |
| January 2023 | 3.94 | % | medium-term notes | $275 |
| February 2023 | Floating rate notes1 | US$500 |
| April 2023 | 6.38 | % | fixed-to-floating rate subordinated notes2 | US$600 |
| June 2023 | 3.94 | % | medium-term notes | $450 |
| | | | |
| |
| | | | |
| | | |
| | | | |
Enbridge Pipelines (Southern Lights) L.L.C. | |
| June 2023 | 3.98 | % | senior notes | US$38 |
Enbridge Southern Lights LP | | | |
| June 2023 | 4.01 | % | senior notes | $9 |
| |
| | | | |
Tri Global Energy, LLC |
| January 2023 | 10.00 | % | senior notes | US$4 |
| January 2023 | 14.00 | % | senior notes | US$9 |
| | | | |
1The notes carried an interest rate set to equal the Secured Overnight Financing Rate plus a margin of 6340 basis points.
LONG-TERM DEBT REPAYMENTS
During the six months ended June 30, 2022, we completed the following long-term debt repayments totaling US$784 million and $334 million:
| | | | | | | | | | | | | | |
Company | Repayment Date | | | Principal Amount |
(millions of Canadian dollars unless otherwise stated) | |
Enbridge Inc. | | | |
| February 2022 | Floating rate notes1 | US$750 |
| February 2022 | 4.85% | medium-term notes | $200 |
| |
| | | | |
Enbridge Gas Inc. | | | |
| April 2022 | 4.85% | medium-term notes | $125 |
Enbridge Pipelines (Southern Lights) L.L.C. | |
| June 2022 | 3.98% | senior notes | US$34 |
Enbridge Southern Lights LP | | | |
| June 2022 | 4.01% | senior notes | $9 |
| |
| | | | |
12Notes carriedThe five-year callable notes, with an interest rate set to equal the three-month London Interbank Offered Rate plus a marginoriginal maturity date of 50 basis points.April 2078, were all redeemed at par.
SUBORDINATED TERM NOTES
As at June 30, 20222023 and December 31, 2021,2022, our fixed-to-floating rate and fixed-to-fixed rate subordinated term notes had a principal value of $8.6$9.4 billion and $7.7$10.3 billion, respectively.
FAIR VALUE ADJUSTMENT
As at June 30, 20222023 and December 31, 2021,2022, the net fair value adjustments to total debt assumed in a historical acquisition were $635$565 million and $667$608 million, respectively.
During the three and six months ended June 30, 2022, amortization Amortization of the fair value adjustment is recorded as a reduction to Interest expense in the Consolidated Statements of Earnings was $11 million (June 30, 2021 - $13 million) and $22 million (June 30, 2021 - $25 million), respectively.Earnings:
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Amortization of fair value adjustment | 11 | | 11 | | | 22 | | 22 | |
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 arewere to default on payment or violate certain covenants. As at June 30, 2022,2023, we arewere in compliance with all covenant provisions.
7. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in Accumulated other comprehensive income/(loss) (AOCI) attributable to our common shareholders for the six months ended June 30, 20222023 and 20212022 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 as at January 1, 2022 | (897) | | — | | (166) | | 56 | | (5) | | (84) | | (1,096) | |
Other comprehensive income/(loss) retained in AOCI | 854 | | (5) | | (253) | | 1,136 | | — | | — | | 1,732 | |
Other comprehensive loss/(income) reclassified to earnings | | | | | | | |
Interest rate contracts1 | 142 | | — | | — | | — | | — | | — | | 142 | |
| | | | | | | |
Foreign exchange contracts2 | (4) | | — | | — | | — | | — | | — | | (4) | |
Other contracts3 | 2 | | — | | — | | — | | — | | — | | 2 | |
Amortization of pension and OPEB actuarial gain4 | — | | — | | — | | — | | — | | (6) | | (6) | |
| | | | | | | |
| 994 | | (5) | | (253) | | 1,136 | | — | | (6) | | 1,866 | |
Tax impact | | | | | | | |
Income tax on amounts retained in AOCI | (202) | | — | | — | | — | | — | | — | | (202) | |
Income tax on amounts reclassified to earnings | (31) | | — | | — | | — | | — | | 1 | | (30) | |
| (233) | | — | | — | | — | | — | | 1 | | (232) | |
| | | | | | | |
Balance as at June 30, 2022 | (136) | | (5) | | (419) | | 1,192 | | (5) | | (89) | | 538 | |
| | | Cash Flow Hedges | Excluded Components of Fair Value Hedges | Net Investment Hedges | Cumulative Translation Adjustment | Equity Investees | Pension and OPEB Adjustment | Total | | 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) | (millions of Canadian dollars) | | (millions of Canadian dollars) | | | |
Balance as at January 1, 2021 | (1,326) | | 5 | | (215) | | 568 | | 66 | | (499) | | (1,401) | | |
Balance as at January 1, 2023 | | Balance as at January 1, 2023 | 121 | | (35) | | (1,137) | | 4,348 | | 5 | | 218 | | 3,520 | |
Other comprehensive income/(loss) retained in AOCI | Other comprehensive income/(loss) retained in AOCI | 294 | | (2) | | 251 | | (1,584) | | 1 | | — | | (1,040) | | Other comprehensive income/(loss) retained in AOCI | 126 | | 9 | | 400 | | (1,482) | | — | | — | | (947) | |
Other comprehensive loss/(income) reclassified to earnings | Other comprehensive loss/(income) reclassified to earnings | | Other comprehensive loss/(income) reclassified to earnings | |
Interest rate contracts1 | Interest rate contracts1 | 142 | | — | | — | | — | | — | | — | | 142 | | Interest rate contracts1 | 23 | | — | | — | | — | | — | | — | | 23 | |
Commodity contracts2 | | Commodity contracts2 | (1) | | — | | — | | — | | — | | — | | (1) | |
| Foreign exchange contracts2 | 3 | | — | | — | | — | | — | | — | | 3 | | |
Other contracts3 | Other contracts3 | 1 | | — | | — | | — | | — | | — | | 1 | | Other contracts3 | 1 | | — | | — | | — | | — | | — | | 1 | |
Amortization of pension and OPEB actuarial loss4 | — | | — | | — | | — | | — | | 14 | | 14 | | |
Other | 17 | | — | | — | | (20) | | 3 | | — | | — | | |
Amortization of pension and OPEB actuarial gain4 | | Amortization of pension and OPEB actuarial gain4 | — | | — | | — | | — | | — | | (10) | | (10) | |
| | | 457 | | (2) | | 251 | | (1,604) | | 4 | | 14 | | (880) | | | 149 | | 9 | | 400 | | (1,482) | | — | | (10) | | (934) | |
Tax impact | Tax impact | | Tax impact | | | | |
Income tax on amounts retained in AOCI | Income tax on amounts retained in AOCI | (75) | | — | | (29) | | — | | 1 | | — | | (103) | | Income tax on amounts retained in AOCI | (23) | | — | | — | | — | | — | | — | | (23) | |
Income tax on amounts reclassified to earnings | Income tax on amounts reclassified to earnings | (33) | | — | | — | | — | | — | | (3) | | (36) | | Income tax on amounts reclassified to earnings | (4) | | — | | — | | — | | — | | 2 | | (2) | |
| | (108) | | — | | (29) | | — | | 1 | | (3) | | (139) | | | (27) | | — | | — | | — | | — | | 2 | | (25) | |
| Balance as at June 30, 2021 | (977) | | 3 | | 7 | | (1,036) | | 71 | | (488) | | (2,420) | | |
Balance as at June 30, 2023 | | Balance as at June 30, 2023 | 243 | | (26) | | (737) | | 2,866 | | 5 | | 210 | | 2,561 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Cash Flow Hedges | Excluded Components of Fair Value Hedges | Net Investment Hedges | Cumulative Translation Adjustment | Equity Investees | Pension and OPEB Adjustment | Total |
(millions of Canadian dollars) | | | | | | | |
Balance as at January 1, 2022 | (897) | | — | | (166) | | 56 | | (5) | | (84) | | (1,096) | |
Other comprehensive income/(loss) retained in AOCI | 854 | | (5) | | (253) | | 1,136 | | — | | — | | 1,732 | |
Other comprehensive loss/(income) reclassified to earnings | | | | | | | |
Interest rate contracts1 | 142 | | — | | — | | — | | — | | — | | 142 | |
| | | | | | | |
Foreign exchange contracts5 | (4) | | — | | — | | — | | — | | — | | (4) | |
Other contracts3 | 2 | | — | | — | | — | | — | | — | | 2 | |
Amortization of pension and OPEB actuarial gain4 | — | | — | | — | | — | | — | | (6) | | (6) | |
| | | | | | | |
| 994 | | (5) | | (253) | | 1,136 | | — | | (6) | | 1,866 | |
Tax impact | | | | | | | |
Income tax on amounts retained in AOCI | (202) | | — | | — | | — | | — | | — | | (202) | |
Income tax on amounts reclassified to earnings | (31) | | — | | — | | — | | — | | 1 | | (30) | |
| (233) | | — | | — | | — | | — | | 1 | | (232) | |
| | | | | | | |
Balance as at June 30, 2022 | (136) | | (5) | | (419) | | 1,192 | | (5) | | (89) | | 538 | |
1Reported within Interest expense in the Consolidated Statements of Earnings.
2Reported within Transportation and other services revenues and Net foreign currency gain/(loss) in the Consolidated Statements of Earnings.
3Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
4These components are included in the computation of net periodic benefit costscredit and are reported within Other income/(expense) in the Consolidated Statements of Earnings.
5Reported within Transportation and other services revenues and Other income/(expense) in the Consolidated Statements of Earnings.
8. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
MARKET RISK
Our earnings, cash flows and other comprehensive income/(loss) (OCI) are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price (collectively, market 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 cash flow, fair value and non-qualifying derivative instruments is used to hedge anticipated foreign currency denominated revenues and expenses and to manage variability in cash flows. We hedge certain net investments in United States (US) dollar denominateddollar-denominated investments and subsidiaries using foreign currency derivatives and US dollar denominateddollar-denominated debt.
The foreign exchange risks inherent within the CTS framework are not present in the negotiated settlement. Accordingly, our foreign exchange hedging program related to the Canadian Mainline will no longer be required, and the related derivatives were terminated in the first quarter of 2023 for a realized loss of $638 million.
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 DirectorsDirectors' 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 may be used to hedge against the effect of future interest rate movements. We have implemented a hedging program to partially mitigate the impact of short-term interest rate volatility on interest expense viathe execution of floating-to-fixed interest rate swaps withswaps. These hedges have an average swapfixed rate of 1.9% 4.1%.
We are exposed to changes in the fair value ofOn March 8, 2023, we issued US$700 million three-year fixed rate debt that arise asnotes, which include the right for us to call at par after the first year. A corresponding fix-to-floating cancellable swap was also executed which gives the swap counterparty a result ofsimilar right to cancel the changes in market interest rates. Pay floating-receive fixed interest rate swaps are used, when applicable, to hedge against future changes toswap after the fair value offirst year. This swap has a fixed rate debt 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 June 30, 2022, we do not have any6.0%. This instrument was our only pay floating-receive fixed interest rate swaps outstanding.swap outstanding as at June 30, 2023.
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 established a program including some of our subsidiaries to partially mitigate our exposure to long-term interest rate variability on select forecastforecasted term debt issuances via the execution of floating-to-fixed interest rate swaps with an average swap rate of 2.2% 2.6%.
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 natural gas liquids (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.
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 the 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.RSUs. We use a combination of qualifying and non-qualifying derivative instruments to manage equity price risk.
TOTAL DERIVATIVE INSTRUMENTS
We generally have a policy of entering into individual International Swaps and Derivatives Association, Inc. (ISDA) 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 reduce our credit risk exposure on financial derivative asset positions outstanding with the counterparties in those circumstances.
The following table summarizes the Consolidated Statements of Financial Position location and carrying value of our derivative instruments, as well as the maximum potential settlement amounts, in the event of the specific circumstances described above. All amounts are presented gross in the Consolidated Statements of Financial Position.
| | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2022 | Derivative Instruments Used as Cash Flow Hedges | | Derivative Instruments Used as Fair Value Hedges | Non- Qualifying Derivative Instruments | Total Gross Derivative Instruments as Presented | | Amounts Available for Offset | Total Net Derivative Instruments |
(millions of Canadian dollars) | | | | | | | | |
Accounts receivable and other | | | | | | | | |
Foreign exchange contracts | — | | | — | | 140 | | 140 | | | (41) | | 99 | |
Interest rate contracts | 341 | | | — | | 1 | | 342 | | | (21) | | 321 | |
Commodity contracts | — | | | — | | 358 | | 358 | | | (254) | | 104 | |
Other contracts | 2 | | | — | | 6 | | 8 | | | — | | 8 | |
| 343 | | | — | | 505 | | 848 | | 1 | (316) | | 532 | |
Deferred amounts and other assets | | | | | | | | |
Foreign exchange contracts | — | | | 20 | | 183 | | 203 | | | (123) | | 80 | |
Interest rate contracts | 566 | | | — | | — | | 566 | | | — | | 566 | |
Commodity contracts | — | | | — | | 60 | | 60 | | | (22) | | 38 | |
Other contracts | 2 | | | — | | 2 | | 4 | | | — | | 4 | |
| 568 | | | 20 | | 245 | | 833 | | | (145) | | 688 | |
Accounts payable and other | | | | | | | | |
Foreign exchange contracts | — | | | (31) | | (221) | | (252) | | | 41 | | (211) | |
Interest rate contracts | (10) | | | — | | (41) | | (51) | | | 21 | | (30) | |
Commodity contracts | (23) | | | — | | (415) | | (438) | | | 254 | | (184) | |
| | | | | | | | |
| (33) | | | (31) | | (677) | | (741) | | 1 | 316 | | (425) | |
Other long-term liabilities | | | | | | | | |
Foreign exchange contracts | — | | | (8) | | (574) | | (582) | | | 123 | | (459) | |
Interest rate contracts | (3) | | | — | | — | | (3) | | | — | | (3) | |
Commodity contracts | (19) | | | — | | (119) | | (138) | | | 22 | | (116) | |
| | | | | | | | |
| (22) | | | (8) | | (693) | | (723) | | | 145 | | (578) | |
Total net derivative assets/(liabilities) | | | | | | | | |
Foreign exchange contracts | — | | | (19) | | (472) | | (491) | | | — | | (491) | |
Interest rate contracts | 894 | | | — | | (40) | | 854 | | | — | | 854 | |
Commodity contracts | (42) | | | — | | (116) | | (158) | | | — | | (158) | |
Other contracts | 4 | | | — | | 8 | | 12 | | | — | | 12 | |
| 856 | | | (19) | | (620) | | 217 | | | — | | 217 | |
1 As at June 30, 2022, $84 million and $128 million were reported within Accounts receivable from affiliates and Accounts payable to affiliates, respectively, in the Consolidated Statements of Financial Position. | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2023 | Derivative Instruments Used as Cash Flow 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) | | | | | | | | |
Other current assets | | | | | | | | |
Foreign exchange contracts | — | | | 40 | | 89 | | 129 | | | (16) | | 113 | |
Interest rate contracts | 205 | | | — | | 58 | | 263 | | | (2) | | 261 | |
Commodity contracts | — | | | — | | 239 | | 239 | | | (130) | | 109 | |
Other contracts | — | | | — | | 1 | | 1 | | | — | | 1 | |
| 205 | | | 40 | | 387 | | 632 | | | (148) | | 484 | |
Deferred amounts and other assets | | | | | | | | |
Foreign exchange contracts | — | | | 17 | | 161 | | 178 | | | (117) | | 61 | |
Interest rate contracts | 198 | | | — | | 15 | | 213 | | | (5) | | 208 | |
Commodity contracts | — | | | — | | 68 | | 68 | | | (41) | | 27 | |
| | | | | | | | |
| 198 | | | 17 | | 244 | | 459 | | | (163) | | 296 | |
Other current liabilities | | | | | | | | |
Foreign exchange contracts | — | | | (47) | | (39) | | (86) | | | 16 | | (70) | |
Interest rate contracts | — | | | — | | (2) | | (2) | | | 2 | | — | |
Commodity contracts | (37) | | | — | | (223) | | (260) | | | 130 | | (130) | |
| | | | | | | | |
| (37) | | | (47) | | (264) | | (348) | | | 148 | | (200) | |
Other long-term liabilities | | | | | | | | |
Foreign exchange contracts | — | | | (29) | | (587) | | (616) | | | 117 | | (499) | |
Interest rate contracts | (4) | | | — | | (5) | | (9) | | | 5 | | (4) | |
Commodity contracts | (12) | | | — | | (101) | | (113) | | | 41 | | (72) | |
| | | | | | | | |
| (16) | | | (29) | | (693) | | (738) | | | 163 | | (575) | |
Total net derivative asset/(liability) | | | | | | | | |
Foreign exchange contracts | — | | | (19) | | (376) | | (395) | | | — | | (395) | |
Interest rate contracts | 399 | | | — | | 66 | | 465 | | | — | | 465 | |
Commodity contracts | (49) | | | — | | (17) | | (66) | | | — | | (66) | |
Other contracts | — | | | — | | 1 | | 1 | | | — | | 1 | |
| 350 | | | (19) | | (326) | | 5 | | | — | | 5 | |
| December 31, 2021 | Derivative Instruments Used as Cash Flow 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 | |
December 31, 2022 | | December 31, 2022 | Derivative Instruments Used as Cash Flow 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) | (millions of Canadian dollars) | | | | (millions of Canadian dollars) | | | |
Accounts receivable and other | | | | |
Other current assets | | Other current assets | | | |
Foreign exchange contracts | Foreign exchange contracts | — | | | — | | 259 | | 259 | | (41) | | 218 | | Foreign exchange contracts | — | | | — | | 46 | | 46 | | (41) | | 5 | |
Interest rate contracts | Interest rate contracts | 64 | | | — | | — | | 64 | | — | | 64 | | Interest rate contracts | 649 | | | — | | 11 | | 660 | | — | | 660 | |
Commodity contracts | Commodity contracts | — | | | — | | 204 | | 204 | | (129) | | 75 | | Commodity contracts | — | | | — | | 302 | | 302 | | (182) | | 120 | |
Other contracts | Other contracts | — | | | — | | 2 | | 2 | | — | | 2 | | Other contracts | — | | | — | | 7 | | 7 | | — | | 7 | |
| | 64 | | | — | | 465 | | 529 | | (170) | | 359 | | | 649 | | | — | | 366 | | 1,015 | | (223) | | 792 | |
Deferred amounts and other assets | Deferred amounts and other assets | | | | Deferred amounts and other assets | | | |
Foreign exchange contracts | Foreign exchange contracts | — | | | — | | 240 | | 240 | | (61) | | 179 | | Foreign exchange contracts | — | | | 156 | | 153 | | 309 | | (138) | | 171 | |
Interest rate contracts | Interest rate contracts | 88 | | | — | | — | | 88 | | (1) | | 87 | | Interest rate contracts | 254 | | | — | | — | | 254 | | — | | 254 | |
Commodity contracts | Commodity contracts | — | | | — | | 29 | | 29 | | (13) | | 16 | | Commodity contracts | — | | | — | | 61 | | 61 | | (25) | | 36 | |
Other contracts | Other contracts | — | | | — | | 3 | | 3 | | — | | 3 | | Other contracts | 1 | | | — | | 2 | | 3 | | — | | 3 | |
| | 88 | | | — | | 272 | | 360 | | (75) | | 285 | | | 255 | | | 156 | | 216 | | 627 | | (163) | | 464 | |
Accounts payable and other | | | | |
Other current liabilities | | Other current liabilities | | | |
Foreign exchange contracts | Foreign exchange contracts | (15) | | | (112) | | (176) | | (303) | | 41 | | (262) | | Foreign exchange contracts | — | | | (42) | | (524) | | (566) | | 41 | | (525) | |
Interest rate contracts | (150) | | | — | | — | | (150) | | — | | (150) | | |
| Commodity contracts | Commodity contracts | (14) | | | — | | (250) | | (264) | | 129 | | (135) | | Commodity contracts | (48) | | | — | | (284) | | (332) | | 182 | | (150) | |
| | | (179) | | | (112) | | (426) | | (717) | | 170 | | (547) | | | (48) | | | (42) | | (808) | | (898) | | 223 | | (675) | |
Other long-term liabilities | Other long-term liabilities | | | | Other long-term liabilities | | | |
Foreign exchange contracts | Foreign exchange contracts | — | | | — | | (423) | | (423) | | 61 | | (362) | | Foreign exchange contracts | — | | | — | | (1,116) | | (1,116) | | 138 | | (978) | |
Interest rate contracts | Interest rate contracts | (1) | | | — | | (23) | | (24) | | 1 | | (23) | | Interest rate contracts | (3) | | | — | | (1) | | (4) | | — | | (4) | |
Commodity contracts | Commodity contracts | (17) | | | — | | (67) | | (84) | | 13 | | (71) | | Commodity contracts | (37) | | | — | | (133) | | (170) | | 25 | | (145) | |
| | | (18) | | | — | | (513) | | (531) | | 75 | | (456) | | | (40) | | | — | | (1,250) | | (1,290) | | 163 | | (1,127) | |
Total net derivative assets/(liabilities) | | | | |
Total net derivative asset/(liability) | | Total net derivative asset/(liability) | | | |
Foreign exchange contracts | Foreign exchange contracts | (15) | | | (112) | | (100) | | (227) | | — | | (227) | | Foreign exchange contracts | — | | | 114 | | (1,441) | | (1,327) | | — | | (1,327) | |
Interest rate contracts | Interest rate contracts | 1 | | | — | | (23) | | (22) | | — | | (22) | | Interest rate contracts | 900 | | | — | | 10 | | 910 | | — | | 910 | |
Commodity contracts | Commodity contracts | (31) | | | — | | (84) | | (115) | | — | | (115) | | Commodity contracts | (85) | | | — | | (54) | | (139) | | — | | (139) | |
Other contracts | Other contracts | — | | | — | | 5 | | 5 | | — | | 5 | | Other contracts | 1 | | | — | | 9 | | 10 | | — | | 10 | |
| | (45) | | | (112) | | (202) | | (359) | | — | | (359) | | | 816 | | | 114 | | (1,476) | | (546) | | — | | (546) | |
The following table summarizes the maturity and notional principal or quantity outstanding related to our derivative instruments.instruments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2023 | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | |
Foreign exchange contracts - US dollar forwards - purchase (millions of US dollars) | 535 | | 1,000 | | 500 | | — | | — | | — | | 2,035 | | |
Foreign exchange contracts - US dollar forwards - sell (millions of US dollars) | 3,052 | | 4,708 | | 4,763 | | 4,157 | | 3,131 | | 2,010 | | 21,821 | | |
Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP) | 17 | | 30 | | 30 | | 28 | | 32 | | — | | 137 | | |
| | | | | | | | |
Foreign exchange contracts - Euro forwards - sell (millions of Euro) | 46 | | 91 | | 86 | | 85 | | 81 | | 262 | | 651 | | |
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen) | — | | — | | 84,800 | | — | | — | | — | | 84,800 | | |
Interest rate contracts - short-term debt pay fixed rate (millions of Canadian dollars) | 5,267 | | 4,028 | | 1,072 | | 891 | | 67 | | 39 | | 11,364 | | |
Interest rate contracts - short-term debt receive fixed rate (millions of Canadian dollars) | 448 | | 926 | | 926 | | 175 | | — | | — | | 2,475 | | |
Interest rate contracts - long-term debt pay fixed rate (millions of Canadian dollars) | 3,304 | | 1,478 | | 581 | | — | | — | | — | | 5,363 | | |
Equity contracts (millions of Canadian dollars) | — | | 32 | | 12 | | — | | — | | — | | 44 | | |
Commodity contracts - natural gas (billions of cubic feet) | 15 | | 39 | | 25 | | 6 | | 3 | | — | | 88 | | |
Commodity contracts - crude oil (millions of barrels) | 7 | | (4) | | — | | — | | — | | — | | 3 | | |
| | | | | | | | |
Commodity contracts - power (megawatt per hour) (MW/H) | 98 | | 2 | | (22) | | 3 | | (3) | | — | | 7 | | 1 |
1
| | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2022 | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | |
Foreign exchange contracts - US dollar forwards - purchase (millions of US dollars) | 762 | | — | | 1,000 | | 500 | | — | | — | | 2,262 | | |
Foreign exchange contracts - US dollar forwards - sell (millions of US dollars) | 4,900 | | 6,384 | | 5,134 | | 3,962 | | 3,362 | | 1,082 | | 24,824 | | |
Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP) | 14 | | 29 | | 30 | | 30 | | 28 | | 32 | | 163 | | |
| | | | | | | | |
Foreign exchange contracts - Euro forwards - sell (millions of Euro) | 68 | | 92 | | 91 | | 86 | | 85 | | 343 | | 765 | | |
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen) | — | | — | | — | | 84,800 | | — | | — | | 84,800 | | |
Interest rate contracts - short-term debt pay fixed rate (millions of Canadian dollars) | 5,242 | | 1,346 | | 132 | | 30 | | 26 | | 64 | | 6,840 | | |
Interest rate contracts - long-term debt pay fixed rate (millions of Canadian dollars) | 3,052 | | 2,626 | | 1,718 | | 573 | | — | | — | | 7,969 | | |
Equity contracts (millions of Canadian dollars) | — | | 36 | | 30 | | 11 | | — | | — | | 77 | | |
Commodity contracts - natural gas (billions of cubic feet)1 | 120 | | 47 | | 17 | | 11 | | — | | — | | 195 | | |
Commodity contracts - crude oil (millions of barrels)1 | 10 | | — | | — | | — | | — | | — | | 10 | | |
| | | | | | | | |
Commodity contracts - power (megawatt per hour) (MW/H) | (24) | | (43) | | (43) | | (43) | | — | | — | | (40) | | 2 |
1 Total is a net purchase/(sale) of underlying commodity.
2 Total is an average net purchase/(sale) of power.
Fair Value Derivatives
For foreign exchange derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative is included in Net foreign currency gain/(loss)Other income/(expense) or Interest expense in the Consolidated Statements of Earnings. The offsetting loss or gain on the hedged item attributable to the hedged risk is included in Net foreign currency gain/(loss)Other income/(expense) in the Consolidated Statements of Earnings. Any excluded components are included in the Consolidated Statements of Comprehensive Income.
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | | (millions of Canadian dollars) | | | | |
Unrealized gain/(loss) on derivative | Unrealized gain/(loss) on derivative | 23 | | (32) | | | 99 | | (35) | | Unrealized gain/(loss) on derivative | (131) | | 23 | | | (142) | | 99 | |
Unrealized gain/(loss) on hedged item | Unrealized gain/(loss) on hedged item | (2) | | 32 | | | (89) | | 28 | | Unrealized gain/(loss) on hedged item | 130 | | (2) | | | 141 | | (89) | |
Realized loss on derivative | Realized loss on derivative | (21) | | — | | | (96) | | (39) | | Realized loss on derivative | (12) | | (21) | | | (23) | | (96) | |
Realized gain on hedged item | Realized gain on hedged item | — | | — | | | 85 | | 45 | | Realized gain on hedged item | — | | — | | | — | | 85 | |
The Effect of Derivative Instruments on the Statements of Earnings and Comprehensive Income
The following table presents the effect of cash flow hedges and fair value hedges on our consolidated earnings and consolidated comprehensive income, before the effect of income taxes:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | | (millions of Canadian dollars) | | | | |
Amount of unrealized gain/(loss) recognized in OCI | Amount of unrealized gain/(loss) recognized in OCI | | | | | Amount of unrealized gain/(loss) recognized in OCI | | | | |
Cash flow hedges | Cash flow hedges | | | | | Cash flow hedges | | | | |
Foreign exchange contracts | Foreign exchange contracts | — | | (5) | | | 2 | | (25) | | Foreign exchange contracts | — | | — | | | — | | 2 | |
Interest rate contracts | Interest rate contracts | 480 | | (203) | | | 857 | | 294 | | Interest rate contracts | 215 | | 480 | | | 110 | | 857 | |
Commodity contracts | Commodity contracts | (15) | | 4 | | | (11) | | (4) | | Commodity contracts | 2 | | (15) | | | 36 | | (11) | |
Other contracts | Other contracts | (3) | | 1 | | | — | | 4 | | Other contracts | — | | (3) | | | (2) | | — | |
Fair value hedges | Fair value hedges | | | | | Fair value hedges | | | | |
Foreign exchange contracts | Foreign exchange contracts | (4) | | (1) | | | (5) | | (2) | | Foreign exchange contracts | 2 | | (4) | | | 9 | | (5) | |
| | | 458 | | (204) | | | 843 | | 267 | | | 219 | | 458 | | | 153 | | 843 | |
Amount of (gain)/loss reclassified from AOCI to earnings | Amount of (gain)/loss reclassified from AOCI to earnings | | | | | Amount of (gain)/loss reclassified from AOCI to earnings | | | | |
Foreign exchange contracts1 | Foreign exchange contracts1 | — | | 2 | | | 13 | | 3 | | Foreign exchange contracts1 | — | | — | | | — | | 13 | |
Interest rate contracts2 | Interest rate contracts2 | 66 | | 79 | | | 142 | | 142 | | Interest rate contracts2 | 15 | | 66 | | | 23 | | 142 | |
Commodity contracts | — | | (1) | | | — | | — | | |
Other contracts3 | — | | 1 | | | 2 | | 1 | | |
Commodity contracts3 | | Commodity contracts3 | (1) | | — | | | (1) | | — | |
Other contracts4 | | Other contracts4 | — | | — | | | 1 | | 2 | |
| | 66 | | 81 | | | 157 | | 146 | | | 14 | | 66 | | | 23 | | 157 | |
1Reported within Transportation and other services revenues and Net foreign currency gain/(loss)Other income/(expense) in the Consolidated Statements of Earnings.
2Reported within Interest expense in the Consolidated Statements of Earnings.
3Reported within Transportation and other services in the Consolidated Statements of Earnings.
4Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
We estimate that a gain of $68$16 million offrom AOCI related to unrealized 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 4230 months as at June 30, 2022.2023.
Non-Qualifying Derivatives
The following table presents the unrealized gains and losses associated with changes in the fair value of our non-qualifying derivatives:
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | | (millions of Canadian dollars) | | | | |
Foreign exchange contracts1 | Foreign exchange contracts1 | (806) | | 218 | | | (373) | | 454 | | Foreign exchange contracts1 | 509 | | (806) | | | 1,065 | | (373) | |
Interest rate contracts2 | Interest rate contracts2 | (16) | | — | | | (16) | | 2 | | Interest rate contracts2 | 45 | | (16) | | | 55 | | (16) | |
Commodity contracts3 | Commodity contracts3 | 38 | | (90) | | | (30) | | (18) | | Commodity contracts3 | 62 | | 38 | | | 23 | | (30) | |
Other contracts4 | Other contracts4 | — | | 5 | | | 4 | | 10 | | Other contracts4 | (1) | | — | | | (8) | | 4 | |
Total unrealized derivative fair value gain/(loss), net | Total unrealized derivative fair value gain/(loss), net | (784) | | 133 | | | (415) | | 448 | | Total unrealized derivative fair value gain/(loss), net | 615 | | (784) | | | 1,135 | | (415) | |
1For the respective six months ended periods, reported within Transportation and other services revenues (2022(2023 - $645 million gain; 2022 - $65 million loss; 2021loss) and Other income/(expense) (2023 - $292$420 million gain) and Net foreign currency gain/(loss) (2022gain; 2022 - $308 million loss; 2021 - $162 million gain)loss) in the Consolidated Statements of Earnings.
2Reported as an (increase)/decreaseincrease within Interest expense in the Consolidated Statements of Earnings.
3For the respective six months ended periods, reported within Transportation and other services revenues (2022(2023 - $8 million gain; 2022 - $25 million gain; 2021 - $3 million loss)gain), Commodity sales (2022(2023 - $109$96 million gain; 20212022 - $144$109 million gain), Commodity costs (2022(2023 - $167$51 million loss; 20212022 - $166$167 million loss) and Operating and administrative expense (2022(2023 - $3$30 million gain; 2021loss; 2022 - $7$3 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-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. Our shelf prospectuses with securities regulators enable ready access to either the Canadian or US public capital 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 arewere in compliance with all the terms and conditions of our committed credit facility agreements and term debt indentures as at June 30, 2022.2023. 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 through the 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 have credit concentrations and credit exposure, with respect to derivative instruments, in the following counterparty segments:
| | | June 30, 2022 | December 31, 2021 | | June 30, 2023 | December 31, 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | (millions of Canadian dollars) | | |
Canadian financial institutions | Canadian financial institutions | 638 | | 424 | | Canadian financial institutions | 499 | | 644 | |
US financial institutions | US financial institutions | 254 | | 130 | | US financial institutions | 136 | | 277 | |
European financial institutions | European financial institutions | 350 | | 181 | | European financial institutions | 214 | | 334 | |
Asian financial institutions | Asian financial institutions | 118 | | 30 | | Asian financial institutions | 109 | | 224 | |
Other1 | Other1 | 233 | | 122 | | Other1 | 89 | | 105 | |
| | 1,593 | | 887 | | | 1,047 | | 1,584 | |
1Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
As at June 30, 2022,2023, we did not provide any letters of credit in lieu of providing cash collateral to our counterparties pursuant to the terms of the relevant ISDA agreements. We held no cash collateral on derivative asset exposures as at June 30, 20222023 and December 31, 2021.2022.
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, the assessment of credit ratings and netting arrangements. Within Enbridge Gas, Inc., credit risk is mitigated by the utility's large and diversified customer base and the ability to recover an estimate for expected credit losses 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 utilize a loss allowance matrix which contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations to measure lifetime expected credit losses of receivables. 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 derivativederivatives and other financial 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 financial 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 financial instruments 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 financial instrument 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-traded derivatives used to mitigate the risk of crude oil price fluctuations, US and Canadian treasury bills, investments in exchange-traded equity funds held by our captive insurance subsidiaries, as well as restricted long-term investments in Canadian equity securities that are held in trust in accordance with the CER's regulatory requirements under the Land Matters Consultation Initiative (LMCI).
Level 2
Level 2 includes financial instrument valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1. Financial instruments 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 financial instrument. Derivatives valued using Level 2 inputs include non-exchange traded derivatives such as over-the-counter foreign exchange forward and cross currencycross-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 long-term debt, investments in debt securities held by our captive insurance subsidiaries, and restricted long-term investments in Canadian government bonds held in trust in accordance with the CER's regulatory requirements under the LMCI as Level 2. The fair value of our available-for-sale preferred share investment is based on the redemption value, which equals the face value plus accrued and unpaid interest periodically reset based on market interest rates. The fair value of our long-term debt is based on quoted market prices for instruments of similar yield, credit risk and tenor. When possible, the fair value of our restricted long-term investments is based on quoted market prices for similar instruments and, if not available, based on broker quotes.
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 derivative’sderivatives' 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 the extrapolation of observable future prices and rates. Derivatives valued using Level 3 inputs primarily include long-dated derivative power, NGL and natural gas contracts, basis swaps, commodity swaps, and power and energy swaps, as well as 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.
We have categorized our derivative assets and liabilities measured at fair value as follows:
| June 30, 2022 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments | |
June 30, 2023 | | June 30, 2023 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments |
(millions of Canadian dollars) | (millions of Canadian dollars) | | (millions of Canadian dollars) | |
Financial assets | Financial assets | | Financial assets | |
Current derivative assets | Current derivative assets | | Current derivative assets | |
Foreign exchange contracts | Foreign exchange contracts | — | | 140 | | — | | 140 | | Foreign exchange contracts | — | | 129 | | — | | 129 | |
Interest rate contracts | Interest rate contracts | — | | 342 | | — | | 342 | | Interest rate contracts | — | | 263 | | — | | 263 | |
Commodity contracts | Commodity contracts | 50 | | 180 | | 128 | | 358 | | Commodity contracts | 43 | | 47 | | 149 | | 239 | |
Other contracts | Other contracts | — | | 8 | | —�� | | 8 | | Other contracts | — | | 1 | | — | | 1 | |
| | 50 | | 670 | | 128 | | 848 | | | 43 | | 440 | | 149 | | 632 | |
Long-term derivative assets | Long-term derivative assets | | Long-term derivative assets | |
Foreign exchange contracts | Foreign exchange contracts | — | | 203 | | — | | 203 | | Foreign exchange contracts | — | | 178 | | — | | 178 | |
Interest rate contracts | Interest rate contracts | — | | 566 | | — | | 566 | | Interest rate contracts | — | | 213 | | — | | 213 | |
Commodity contracts | Commodity contracts | — | | 23 | | 37 | | 60 | | Commodity contracts | — | | 17 | | 51 | | 68 | |
Other contracts | — | | 4 | | — | | 4 | | |
| | | — | | 796 | | 37 | | 833 | | | — | | 408 | | 51 | | 459 | |
Financial liabilities | Financial liabilities | | Financial liabilities | |
Current derivative liabilities | Current derivative liabilities | | Current derivative liabilities | |
Foreign exchange contracts | Foreign exchange contracts | — | | (252) | | — | | (252) | | Foreign exchange contracts | — | | (86) | | — | | (86) | |
Interest rate contracts | Interest rate contracts | — | | (51) | | — | | (51) | | Interest rate contracts | — | | (2) | | — | | (2) | |
Commodity contracts | Commodity contracts | (9) | | (256) | | (173) | | (438) | | Commodity contracts | (21) | | (39) | | (200) | | (260) | |
| | | (9) | | (559) | | (173) | | (741) | | | (21) | | (127) | | (200) | | (348) | |
Long-term derivative liabilities | Long-term derivative liabilities | | Long-term derivative liabilities | |
Foreign exchange contracts | Foreign exchange contracts | — | | (582) | | — | | (582) | | Foreign exchange contracts | — | | (616) | | — | | (616) | |
Interest rate contracts | Interest rate contracts | — | | (3) | | — | | (3) | | Interest rate contracts | — | | (9) | | — | | (9) | |
Commodity contracts | Commodity contracts | — | | (39) | | (99) | | (138) | | Commodity contracts | — | | (26) | | (87) | | (113) | |
| | | — | | (624) | | (99) | | (723) | | | — | | (651) | | (87) | | (738) | |
Total net financial assets/(liabilities) | | |
Total net financial asset/(liability) | | Total net financial asset/(liability) | |
Foreign exchange contracts | Foreign exchange contracts | — | | (491) | | — | | (491) | | Foreign exchange contracts | — | | (395) | | — | | (395) | |
Interest rate contracts | Interest rate contracts | — | | 854 | | — | | 854 | | Interest rate contracts | — | | 465 | | — | | 465 | |
Commodity contracts | Commodity contracts | 41 | | (92) | | (107) | | (158) | | Commodity contracts | 22 | | (1) | | (87) | | (66) | |
Other contracts | Other contracts | — | | 12 | | — | | 12 | | Other contracts | — | | 1 | | — | | 1 | |
| | 41 | | 283 | | (107) | | 217 | | | 22 | | 70 | | (87) | | 5 | |
| December 31, 2021 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments | |
December 31, 2022 | | December 31, 2022 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments |
(millions of Canadian dollars) | (millions of Canadian dollars) | | (millions of Canadian dollars) | |
Financial assets | Financial assets | | Financial assets | |
Current derivative assets | Current derivative assets | | Current derivative assets | |
Foreign exchange contracts | Foreign exchange contracts | — | | 259 | | — | | 259 | | Foreign exchange contracts | — | | 46 | | — | | 46 | |
Interest rate contracts | Interest rate contracts | — | | 64 | | — | | 64 | | Interest rate contracts | — | | 660 | | — | | 660 | |
Commodity contracts | Commodity contracts | 38 | | 71 | | 95 | | 204 | | Commodity contracts | 65 | | 90 | | 147 | | 302 | |
Other contracts | Other contracts | — | | 2 | | — | | 2 | | Other contracts | — | | 7 | | — | | 7 | |
| | 38 | | 396 | | 95 | | 529 | | | 65 | | 803 | | 147 | | 1,015 | |
Long-term derivative assets | Long-term derivative assets | | Long-term derivative assets | |
Foreign exchange contracts | Foreign exchange contracts | — | | 240 | | — | | 240 | | Foreign exchange contracts | — | | 309 | | — | | 309 | |
Interest rate contracts | Interest rate contracts | — | | 88 | | — | | 88 | | Interest rate contracts | — | | 254 | | — | | 254 | |
Commodity contracts | Commodity contracts | — | | 21 | | 8 | | 29 | | Commodity contracts | — | | 17 | | 44 | | 61 | |
Other contracts | Other contracts | — | | 3 | | — | | 3 | | Other contracts | — | | 3 | | — | | 3 | |
| | — | | 352 | | 8 | | 360 | | | — | | 583 | | 44 | | 627 | |
Financial liabilities | Financial liabilities | | Financial liabilities | |
Current derivative liabilities | Current derivative liabilities | | Current derivative liabilities | |
Foreign exchange contracts | Foreign exchange contracts | — | | (303) | | — | | (303) | | Foreign exchange contracts | — | | (566) | | — | | (566) | |
Interest rate contracts | — | | (150) | | — | | (150) | | |
| Commodity contracts | Commodity contracts | (52) | | (66) | | (146) | | (264) | | Commodity contracts | (60) | | (77) | | (195) | | (332) | |
| | | (52) | | (519) | | (146) | | (717) | | | (60) | | (643) | | (195) | | (898) | |
Long-term derivative liabilities | Long-term derivative liabilities | | Long-term derivative liabilities | |
Foreign exchange contracts | Foreign exchange contracts | — | | (423) | | — | | (423) | | Foreign exchange contracts | — | | (1,116) | | — | | (1,116) | |
Interest rate contracts | Interest rate contracts | — | | (24) | | — | | (24) | | Interest rate contracts | — | | (4) | | — | | (4) | |
Commodity contracts | Commodity contracts | — | | (19) | | (65) | | (84) | | Commodity contracts | — | | (38) | | (132) | | (170) | |
| | | — | | (466) | | (65) | | (531) | | | — | | (1,158) | | (132) | | (1,290) | |
Total net financial assets/(liabilities) | | |
Total net financial asset/(liability) | | Total net financial asset/(liability) | |
Foreign exchange contracts | Foreign exchange contracts | — | | (227) | | — | | (227) | | Foreign exchange contracts | — | | (1,327) | | — | | (1,327) | |
Interest rate contracts | Interest rate contracts | — | | (22) | | — | | (22) | | Interest rate contracts | — | | 910 | | — | | 910 | |
Commodity contracts | Commodity contracts | (14) | | 7 | | (108) | | (115) | | Commodity contracts | 5 | | (8) | | (136) | | (139) | |
Other contracts | Other contracts | — | | 5 | | — | | 5 | | Other contracts | — | | 10 | | — | | 10 | |
| | (14) | | (237) | | (108) | | (359) | | | 5 | | (415) | | (136) | | (546) | |
The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments were as follows:
| June 30, 2022 | Fair Value | Unobservable Input | Minimum Price | Maximum Price | Weighted Average Price | Unit of Measurement | |
June 30, 2023 | | June 30, 2023 | Fair Value | Unobservable Input | Minimum Price | Maximum Price | Weighted Average Price | Unit of Measurement |
(fair value in millions of Canadian dollars) | (fair value in millions of Canadian dollars) | | (fair value in millions of Canadian dollars) | |
Commodity contracts - financial1 | Commodity contracts - financial1 | | Commodity contracts - financial1 | |
Natural gas | Natural gas | (11) | | Forward gas price | 5.10 | | 8.55 | | 6.65 | | $/mmbtu2 | Natural gas | (16) | | Forward gas price | 1.59 | | 8.82 | | 4.48 | | $/mmbtu2 |
Crude | Crude | (8) | | Forward crude price | 84.71 | | 135.22 | | 105.63 | | $/barrel | Crude | (8) | | Forward crude price | 70.23 | | 90.70 | | 81.07 | | $/barrel |
| Power | Power | (65) | | Forward power price | 41.77 | | 244.81 | | 91.29 | | $/MW/H | Power | (91) | | Forward power price | 25.85 | | 255.75 | | 63.34 | | $/MW/H |
Commodity contracts - physical1 | Commodity contracts - physical1 | | Commodity contracts - physical1 | |
Natural gas | Natural gas | (39) | | Forward gas price | 3.58 | | 20.21 | | 6.36 | | $/mmbtu2 | Natural gas | (12) | | Forward gas price | 1.66 | | 23.07 | | 4.65 | | $/mmbtu2 |
Crude | Crude | 16 | | Forward crude price | 100.75 | | 144.94 | | 122.72 | | $/barrel | Crude | (3) | | Forward crude price | 73.18 | | 116.60 | | 86.60 | | $/barrel |
| Power | | Power | 43 | | Forward power price | 24.26 | | 96.39 | | 55.05 | | $/MW/H |
| | (107) | | | | (87) | | |
1Financial and physical forward commodity contracts are valued using a market approach valuation technique.
2One million British thermal units (mmbtu).
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. Changes in forward commodity prices could result in significantly different fair values for our Level 3 derivatives.
Changes in net fair value of derivative assets and liabilities classified as Level 3 in the fair value hierarchy were as follows:
| | | Six months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | (millions of Canadian dollars) | | |
Level 3 net derivative liability at beginning of period | Level 3 net derivative liability at beginning of period | (108) | | (191) | | Level 3 net derivative liability at beginning of period | (136) | | (108) | |
Total gain/(loss) | Total gain/(loss) | | | Total gain/(loss) | | |
Included in earnings1 | Included in earnings1 | 14 | | (143) | | Included in earnings1 | 11 | | 14 | |
Included in OCI | Included in OCI | (11) | | (12) | | Included in OCI | 35 | | (11) | |
Settlements | Settlements | (2) | | 168 | | Settlements | 3 | | (2) | |
Level 3 net derivative liability at end of period | Level 3 net derivative liability at end of period | (107) | | (178) | | Level 3 net derivative liability at end of period | (87) | | (107) | |
1Reported within Transportation and other services revenues, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
There were no transfers into or out of Level 3 as at June 30, 20222023 or December 31, 2021.2022.
NET INVESTMENT HEDGES
We currently have designated a portion of our US dollar denominateddollar-denominated debt as well as a portfolio of foreign exchange forward contracts in prior periods, as a hedge of our net investment in US dollar denominateddollar-denominated investments and subsidiaries.
During the six months ended June 30, 20222023 and 2021,2022, we recognized an unrealized foreign exchange lossgains of $257$444 million and gainlosses of $251$257 million, respectively, on the translation of US dollar denominated debt. During the six months ended June 30, 2022 and 2021, we recognized NaNdollar-denominated debt, in OCI. No unrealized gains or losses on the change in fair value of our outstanding foreign exchange forward contracts were recognized in OCI during the six months ended June 30, 2023 and nil in OCI2022. No realized gains or losses associated with the settlement of foreign exchange forward contracts orwere recognized in OCI during the six months ended June 30, 2023 and 2022. During the six months ended June 30, 2023 and 2022, we recognized a realized loss of $44 million and nil, respectively, associated with the settlement of US dollar denominateddollar-denominated debt that had matured during the period.period, in OCI.
FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
Certain long-term investments in other entities with no actively quoted prices are classified as Fair Value Measurement Alternative (FVMA) investments and are recorded at cost less impairment. The carrying value of FVMA investments totaled $52$207 million and $102 million as at June 30, 20222023 and December 31, 2021.2022, respectively.
We have Restricted long-term investments held in trust totaling $194 million and $217 million as
As at June 30, 2022 and December 31, 2021, respectively, which are classified as Level 12023, we had investments with a fair value of $664 million included in Restricted long-term investments in the fair value hierarchy. We also have Restricted long-term investments held in trust totaling $349 million and $413 million as at June 30,Consolidated Statements of Financial Position (December 31, 2022 and December 31, 2021, respectively, which are classified as Level 2 in the fair value hierarchy. Level 1 and Level 2 Restricted long-term investments are recognized at fair value.- $593 million). These securities are classified as available-for-sale and represent restricted funds which are collected from customers and held in trust for the purpose of funding pipeline abandonment in accordance with the CER's regulatory requirements.
We had restricted long-term investments held in trust totaling $252 million as at June 30, 2023, which are classified as Level 1 in the fair value hierarchy (December 31, 2022 - $236 million). We also had restricted long-term investments held in trust totaling $412 million (cost basis - $463 million) and $357 million (cost basis - $437 million) as at June 30, 2023 and December 31, 2022, respectively, which are classified as Level 2 in the fair value hierarchy. There were unrealized holding lossesgains of $71$3 million and $131$37 million on these investments for the three and six months ended June 30, 2022,2023, respectively (2021(2022 - gainslosses of $20$71 million and losses of $25$131 million, respectively).
We have wholly-owned captive insurance subsidiaries whose principal activity is providing insurance and reinsurance coverage for certain insurable property and casualty risk exposures in the US and Canada of our operating subsidiaries and certain equity investments.As at June 30, 2022,2023, the fair value of investments in equity funds and debt securities held by our captive insurance subsidiaries was $322$354 million and $323 million, respectively (December 31, 20212022 - $304$335 million and $298 million, respectively). Our investments in debt securities had a cost basis of $314 million as at June 30, 2023 (December 31, 2022 - $295 million). These investments in equity funds and debt securities are recognized at fair value, classified as Level 1 and Level 2 in the fair value hierarchy, respectively, and are recorded in Other current assets and Long-term investments in the Consolidated Statements of Financial Position. There were unrealized holding lossesgains of $19 $7 million and $27$22 million for the three and six months ended June 30, 2022,2023, respectively (2021(2022 - gainslosses of $4$19 million and $3$27 million, respectively).
As at June 30, 20222023 and December 31, 2021,2022, our long-term debt had a carrying value of $77.5$78.7 billion and $74.4$79.3 billion, respectively, before debt issuance costs and a fair value of $73.1$73.8 billion and $82.0$73.5 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 June 30, 20222023 and December 31, 2021,2022, the non-current notes receivable had a carrying value of $840$680 million and $954$752 million, respectively, which also approximates their fair value.
The fair value of financial assets and liabilities other than derivative instruments, long-term investments, restricted long-term investments, long-term debt and non-current notes receivable described above approximate their carrying value due to the short period to maturity.
9. INCOME TAXES
The effective income tax rates for the three months ended June 30, 2023 and 2022 were 20.6% and 2021 were 18.0% and 15.1%, respectively, and for the six months ended June 30, 2023 and 2022 were 21.0% and 2021 were 21.4% and 17.6%, respectively.
The period-over-period increaseschanges in the effective income tax rates wereare due to the effecteffects of rate-regulated accounting for income taxes, relative to earnings,higher investment tax credits available on certain capital projects in the US and an increase in US minimum tax, andearnings attributable to non-controlling interests, relative to higher earnings in the release of previously recognized uncertain tax positions in 2021.2023 periods.
10. PENSION AND OTHER POSTRETIREMENT BENEFITSINCOME
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Service cost | 45 | | 48 | | | 90 | | 96 | |
Interest cost1 | 41 | | 32 | | | 82 | | 64 | |
Expected return on plan assets1 | (98) | | (84) | | | (196) | | (168) | |
Amortization of actuarial (gain)/loss1 | (1) | | 14 | | | (2) | | 28 | |
Net periodic benefit (credit)/cost | (13) | | 10 | | | (26) | | 20 | |
1 Reported within Other income/(expense) in the Consolidated Statements of Earnings. | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Gain/(loss) on dispositions | 8 | | 1 | | | 11 | | (1) | |
Realized foreign currency gain | 1 | | 2 | | | 146 | | 4 | |
Unrealized foreign currency gain/(loss) | 492 | | (583) | | | 304 | | (216) | |
Net defined pension and OPEB credit | 34 | | 59 | | | 67 | | 117 | |
Other | 40 | | 22 | | | 149 | | 55 | |
| 575 | | (499) | | | 677 | | (41) | |
11. CONTINGENCIES
LITIGATION
We and our subsidiaries are involved insubject to various 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. 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 interim 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.
INSURANCE
We maintain an insurance program for us, our subsidiaries and certain of our affiliates to mitigate a certain portion of our risks. However, not all potential risks arising from our operations are insurable, or are insured by us as a result of availability, high premiums and for various other reasons. We self-insure a significant portion of certain risks through our wholly-owned captive insurance subsidiaries, and our insurance coverage is subject to terms and conditions, exclusions and large deductibles or self-insured retentions which may reduce or eliminate coverage in certain circumstances.
Our insurance policies are generally renewed on an annual basis and, depending on factors such as market conditions, the premiums, terms, policy limits and/or deductibles, can vary substantially. We can give no assurance that we will be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable. In such case, we may decide to self-insure additional risks.
In the unlikely event multiple insurable incidents occur which exceed coverage limits within the same insurance period, the total insurance coverage will be allocated among entities on an equitable basis based on an insurance allocation agreement we have entered into with us and other subsidiaries. Insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices and the selection of estimated loss among estimates derived using different methods.
ITEM 2. 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 our interim consolidated financial statements and the accompanying notes included in Part I. Item 1. Financial Statements of this quarterly report on Form 10-Q and our consolidated financial statements and the accompanying notes included in Part II. Item 8. Financial Statements and Supplementary Data of our annual report on Form 10-K for the year ended December 31, 2021.2022.
We continue to qualify as a foreign private issuer for purposes of the United States Securities Exchange Act of 1934, as amended (Exchange Act), as determined annually as of the end of our second fiscal quarter. We intend to continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the United States (US) Securities and Exchange Commission (SEC) instead of filing the reporting forms available to foreign private issuers. We also intend to maintain our Form S-3 registration statements.
RECENT DEVELOPMENTS
Woodfibre LNG Facility Investment
MAINLINE TOLLING AGREEMENT
Enbridge Inc. (Enbridge) has reached an agreement in principle on a negotiated settlement (the settlement) with shippers for tolls on its Mainline pipeline system. The settlement covers both the Canadian and US portions of the Mainline and would see the Mainline continuing to operate as a common carrier system available to all shippers on a monthly nomination basis. The settlement is subject to regulatory and other approvals and the term is seven and a half years through the end of 2028, with new interim tolls effective on July 1, 2023.
The settlement includes:
•an International Joint Toll (IJT), for heavy crude oil movements from Hardisty to Chicago, comprised of a Canadian Mainline Toll of $1.65 per barrel plus a Lakehead System Toll of US$2.57 per barrel, plus the applicable Line 3 Replacement surcharge;
•toll escalation for operation, administration, and power costs tied to US consumer price and power indices;
•tolls will continue to be distance and commodity adjusted, and will utilize a dual currency IJT; and
•a financial performance collar providing incentives for Enbridge to optimize throughput and cost, but also providing downside protection in the event of extreme supply or demand disruptions or unforeseen operating cost exposure. This performance collar is intended to ensure the Mainline will earn 11% to 14.5% returns, on a deemed 50% equity capitalization, which is similar to the returns earned on average during the previous tolling agreement.
Approximately 70% of Mainline deliveries are tolled under this settlement, while approximately 30% of deliveries are tolled on a full path basis to markets downstream of the Mainline. The other continuing feature is that the Mainline toll will flex up or down US$0.035 per barrel for 50,000 barrel per day changes in throughput.
The expected financial outcome from this settlement is in line with previously reported financial results after taking into consideration the previously recognized provision, inflationary cost adjustments and increased volumes. Enbridge expects to file the settlement with the Canada Energy Regulator (CER) in October 2023.
On July 29, 2022,May 24, 2023, Enbridge filed an Offer of Settlement with the Federal Energy Regulatory Commission (FERC) for the Lakehead System. In addition to resolving litigation related to the Index portion of the Lakehead System rate, the Settlement also includes a depreciation truncation date of December 31, 2048 for the rate base applicable to the Index and Facilities Surcharge and agreement on the terms for future recovery through the Facilities Surcharge of costs related to two Line 5 projects: the Wisconsin Relocation Project and the Straits of Mackinac Tunnel. The Settlement Judge certified the settlement on June 23, 2023 and the Settlement is awaiting approval by the Commissioners. Lakehead System tolls will be updated to reflect the new Settlement pending approval by the FERC.
ACQUISITIONS
Tres Palacios Holdings LLC
On April 3, 2023, we announced our investment in the 2.1acquired Tres Palacios Holdings LLC (Tres Palacios) for US$335 million tonnes per annum (mtpa) Woodfibre LNGof cash. Tres Palacios is a natural gas storage facility located in Squamish, British Columbia (BC) developed by Pacific Energy Corporation Limited. Our 30% ownershipthe US Gulf Coast and its infrastructure serves Texas gas-fired power generation and liquefied natural gas exports, as well as Mexico pipeline exports. Tres Palacios is comprised of three natural gas storage salt caverns with a total FERC-certificated working gas capacity of approximately 35 billion cubic feet (bcf) and also owns an integrated 62-mile natural gas header pipeline system, with eleven inter- and intrastate natural gas pipeline connections.
Aitken Creek Gas Storage
On May 1, 2023, we announced that Enbridge has entered into a definitive agreement to acquire a 93.8% interest in the facilityAitken Creek Gas Storage Facility and a 100% interest in Aitken Creek North Gas Storage Facility (collectively, Aitken Creek) for $400 million of cash plus payment for derivative contracts and gas inventory, subject to other customary closing adjustments. Aitken Creek is a natural extensiongas storage facility located in British Columbia, Canada with a working gas capacity of our BC Pipeline System, which will supply gasapproximately 77 bcf. The transaction is expected to the facility under a 40-year transportation agreementclose later in 2023, subject to receipt of customary regulatory approvals and supports expansion of the BC Pipeline System.closing conditions.
GAS TRANSMISSION AND MIDSTREAM RATE PROCEEDINGS
Texas Eastern Transmission
The Stipulation and Agreement for Texas Eastern Transmission, LPLP’s (Texas Eastern) filed twoconsolidated 2021 rate cases was approved by the FERC on November 30, 2022, and became effective on January 1, 2023. Texas Eastern received FERC approval on April 3, 2023 to implement the settled rates and other settlement provisions.
Maritimes & Northeast Pipeline
The current toll settlement agreement for the Canadian portion of Maritimes & Northeast (M&N) Pipeline expires in December 2023. Settlement negotiations with M&N Pipeline shippers are planned in the third quarter of 2021. These two rate proceedings have since been consolidated2023 with the objective of reaching a toll settlement which would be effective January 1, 2024. It is expected that a settlement agreement will be filed in the fourth quarter of 2023 with the CER for review and settlement negotiations began duringapproval. A CER decision is expected in the first quarter of 2022. On July 11, 2022, Texas Eastern requested the chief Administrative Law Judge (ALJ) to suspend the procedural schedule as an unopposed settlement in principle was reached between the participants. The parties are working to finalize the Stipulation and Agreement and file it with the Federal Energy Regulatory Commission.2024.
Maritimes & Northeast (M&N) Pipeline
In December 2021, the Canada Energy Regulator (CER) approved interim rates for the Canadian portion of M&N Pipeline effective January 1, 2022, which were based on the negotiated 2022 rates in the 2022-2023 settlement agreement and unanimously supported by shippers. The 2022-2023 M&N Canada settlement agreement was approved by the CER in February 2022.
BC Pipeline
The settlement agreement for our BC Pipeline System expired in December 2021. The CER has approved 2022 interim tolls for BC Pipeline effective January 1, 2022 and settlement agreement negotiations are ongoing.
GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS
2022Incentive Regulation Rate Application
In June 2021,October 2022, Enbridge Gas Inc. (Enbridge Gas) filed Phase 1 of theits application with the Ontario Energy Board (OEB) for the setting of rates for 2022 (the 2022 Application). The 2022 Application was filed in accordance with the parameters of Enbridge Gas' OEB approved Price Capto establish a 2024 through 2028 Incentive Regulation (IR) rate setting framework. The application and framework seeks approval in two phases to establish 2024 base rates (Phase 1) on a cost-of-service basis and to establish a price cap rate setting mechanism and represents(Phase 2) to be used for the fourth yearremainder of a five-year term. In October 2021, the OEB approvedIR term (2025 – 2028).
On June 28, 2023, we filed a Phase 1 Partial Settlement Proposal and Interim Rate Order effective January 1, 2022. In April 2022, the OEB issued its decision on Phase 2 of the 2022 Application filed in October 2021, addressing incremental capital module (ICM) funding requirements, under which $127 million of Enbridge Gas' requested capital funding was approved and incorporated into final rates, effective July 1, 2022.
2023 Rate Application
In June 2022, Enbridge Gas filed Phase 1 of the application with the OEB for final review and approval. Items resolved in whole or in part include:
•Indigenous engagement;
•additions to the setting of ratesrate base up to and including 2022;
•capital structure cost rates;
•deferral and variance accounts; and
•rate implementation approach for 2023 (the 2023 Application). The 2023 Application was filed in accordance with the parameters of Enbridge Gas' approved Price Cap IR rate setting mechanism and represents the final year of a five-year term. An OEB decision on2024.
A Phase 1 of theoral hearing began on July 13, 2023 Application is expectedto further examine issues in the second half of 2022. In addition, Enbridge Gas does our application that were not anticipate 2023 capital investments to require incremental funding during the final year of its current Price Cap IR term, and as such Enbridge Gas will not be making a Phase 2 ICM requestresolved as part of the Partial Settlement Proposal.
Purchase Gas Variance
The Purchase Gas Variance Account (PGVA) captures the difference between actual and forecasted natural gas prices reflected in rates. Account balances are typically recovered or refunded over a prospective 12-month period through Quarterly Rate Adjustment Mechanism (QRAM) applications.
In March 2023, Application.the April 1, 2023 QRAM application was filed and approved by the OEB, which included an adjustment to the prior mitigation approved as part of the July 1, 2022 QRAM. The recovery of the outstanding PGVA balance from the extended recovery period approved as part of the July 1, 2022 QRAM will now be completed by March 31, 2024. The July 1, 2023 QRAM application was filed and approved by the OEB with no adjustments to the prior period rate mitigation plans and it did not include any additional rate mitigation measures.
As at June 30, 2023, Enbridge Gas' PGVA receivable balance was $337 million.
FINANCING UPDATE
On January 19, 2022,In March 2023, we closed a $750 million private placementtwo-tranche US debt offering consisting of non-callthree-year senior notes, callable at par after one year at our option, and 10-year fixed-to-fixed subordinatedsustainability-linked senior notes, for an aggregate principal amount of US$3.0 billion, which mature on January 19, 2082. The net proceedsin March 2026 and March 2033, respectively.
In March 2023, Enbridge Gas increased its 364-day extendible credit facility from $2.0 billion to $2.5 billion and in July 2023, the offering were usedfacility's maturity date was extended to redeem Preference Shares, Series 17 at par on March 1, 2022.July 2025, which includes a one-year term out provision from July 2024.
On February 17, 2022,April 15, 2023 call date, we redeemed at par all of the outstanding US$600 million five-year callable, 6.38% fixed-to-floating rate subordinated notes that carried an original maturity date of April 2078.
In May 2023, we closed a three tranchethree-tranche debt offering of aggregate US$1.5 billion senior notes consisting of US$600 million two-year floating ratefive-year medium-term notes, US$400 million two-year10-year sustainability-linked medium-term notes, and US$500 million three-year notes. Each tranche is payable semi-annually30-year medium-term notes for an aggregate principal amount of $1.5 billion, which mature in arrearsMay 2028, May 2033 and matures on February 16, 2024, February 16, 2024 and February 14, 2025,May 2053, respectively.
On May 17, 2022, we entered intoIn July 2023, Enbridge Pipelines Inc. extended the maturity date of its 364-day extendible credit facility to July 2025, which includes a three yearone-year term loan with a syndicate of Japanese banks for approximately $806 million (¥84.8 billion), which will mature in May 2025 and replaces the approximately $499 million (¥52.5 billion) term loan that matured in May 2022. Additionally, on May 24, 2022, we entered into a 364-day term loan for approximately $1.9 billion, which will mature in May 2023.out provision from July 2024.
OnIn July 22, 2022,2023, we increasedrenewed approximately $6.8 billion of our 364-day extendible credit facilities, byextending the maturity dates to July 2025, which includes a one-year term out provision from July 2024. We also renewed approximately $481 million.$7.6 billion of our five-year credit facilities, extending the maturity dates to July 2028. Further, we extended our three-year credit facilities, extending the maturity dates to July 2026.
These financing activities, in combination with the financing activities executed in 2021,2022, provide significant liquidity that we expect will enable us to fund our current portfolio of capital projects and other operating working capital requirements without requiring access to the capital markets for the next 12 months, should market access be restricted or pricing be unattractive. Refer to Liquidity and Capital Resources.
As at June 30, 2023, after adjusting for the impact of floating-to-fixed interest rate swap hedges, less than 5% of our total debt is exposed to floating rates. Refer to Part I. Item 1. Financial Statements - Note 8 - Risk Management and Financial Instruments for more information on our interest rate hedging program.
RESULTS OF OPERATIONS
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars, except per share amounts) | (millions of Canadian dollars, except per share amounts) | | | | | | (millions of Canadian dollars, except per share amounts) | | | | | |
Segment earnings/(loss) before interest, income taxes and depreciation and amortization1 | Segment earnings/(loss) before interest, income taxes and depreciation and amortization1 | | | | | Segment earnings/(loss) before interest, income taxes and depreciation and amortization1 | | | | |
Liquids Pipelines | Liquids Pipelines | 1,818 | | 2,044 | | | 4,147 | | 4,083 | | Liquids Pipelines | 2,451 | | 1,818 | | | 4,814 | | 4,147 | |
Gas Transmission and Midstream | Gas Transmission and Midstream | 1,119 | | 868 | | | 2,133 | | 1,841 | | Gas Transmission and Midstream | 1,042 | | 1,119 | | | 2,247 | | 2,133 | |
Gas Distribution and Storage | Gas Distribution and Storage | 417 | | 458 | | | 1,082 | | 1,092 | | Gas Distribution and Storage | 367 | | 417 | | | 1,083 | | 1,082 | |
Renewable Power Generation | Renewable Power Generation | 122 | | 115 | | | 284 | | 271 | | Renewable Power Generation | 129 | | 122 | | | 265 | | 284 | |
Energy Services | Energy Services | (177) | | (239) | | | (278) | | (175) | | Energy Services | 22 | | (177) | | | 23 | | (278) | |
Eliminations and Other | Eliminations and Other | (704) | | 92 | | | (349) | | 312 | | Eliminations and Other | 529 | | (704) | | | 535 | | (349) | |
Earnings before interest, income taxes and depreciation and amortization1 | Earnings before interest, income taxes and depreciation and amortization1 | 2,595 | | 3,338 | | | 7,019 | | 7,424 | | Earnings before interest, income taxes and depreciation and amortization1 | 4,540 | | 2,595 | | | 8,967 | | 7,019 | |
Depreciation and amortization | Depreciation and amortization | (1,064) | | (929) | | | (2,119) | | (1,861) | | Depreciation and amortization | (1,137) | | (1,064) | | | (2,283) | | (2,119) | |
Interest expense | Interest expense | (791) | | (618) | | | (1,510) | | (1,275) | | Interest expense | (883) | | (791) | | | (1,788) | | (1,510) | |
Income tax expense | Income tax expense | (133) | | (270) | | | (726) | | (753) | | Income tax expense | (519) | | (133) | | | (1,029) | | (726) | |
Earnings attributable to noncontrolling interests | Earnings attributable to noncontrolling interests | (12) | | (37) | | | (40) | | (59) | | Earnings attributable to noncontrolling interests | (66) | | (12) | | | (115) | | (40) | |
Preference share dividends | Preference share dividends | (145) | | (90) | | | (247) | | (182) | | Preference share dividends | (87) | | (145) | | | (171) | | (247) | |
Earnings attributable to common shareholders | Earnings attributable to common shareholders | 450 | | 1,394 | | | 2,377 | | 3,294 | | Earnings attributable to common shareholders | 1,848 | | 450 | | | 3,581 | | 2,377 | |
Earnings per common share attributable to common shareholders | Earnings per common share attributable to common shareholders | 0.22 | | 0.69 | | | 1.17 | | 1.63 | | Earnings per common share attributable to common shareholders | 0.91 | | 0.22 | | | 1.77 | | 1.17 | |
Diluted earnings per common share attributable to common shareholders | Diluted earnings per common share attributable to common shareholders | 0.22 | | 0.69 | | | 1.17 | | 1.63 | | Diluted earnings per common share attributable to common shareholders | 0.91 | | 0.22 | | | 1.77 | | 1.17 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures.
EARNINGS ATTRIBUTABLE TO COMMON SHAREHOLDERS
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
Earnings attributable to common shareholders were negativelypositively impacted by $937$1,368 million due to certain infrequent or other non-operating factors, primarily explained by the following:
•a non-cash, net unrealized derivative fair value lossesgain of $850$550 million ($651422 million after-tax) in 2022,2023, compared with unrealized gainsto a net loss of $242$866 million ($185663 million after-tax) in 2021,2022, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and interest rate risks;
•restructuring expensethe absence in 2023 of a $100 million ($77 million after-tax) restructuring expense associated with our enterprise insurance strategy;
•an asset impairment loss of $40 million ($31 million after-tax) relating to MacKay River line within our Alberta Regional Oil Sands System;
•a net negativepositive adjustment to crude oil and natural gas inventories of $7 million ($6 million after-tax) in our Energy Services business segment2023, compared with a net negative adjustment of $62 million ($48 million after-tax); and in 2022;
•the absence in 2022a non-cash, net unrealized gain of a $57$45 million ($4334 million after-tax) property tax settlement received in 2021 related2023, compared to the resolution of Minnesota property tax appeals for 2012-2018.
The factors above were partially offset by the following positive factors:
•non-cash, unrealized lossesa net loss of $16 million ($12 million after-tax) in 2022, compared with unrealized losses of $153 million ($117 million after-tax) in 2021, reflecting the revaluation of derivatives used to manage the profitability of transportation and storage transactions, as well as manage theand exposure to movements in commodity prices;
•the absence in 2023 of an asset impairment loss of $40 million ($31 million after-tax) relating to the MacKay River line within our Alberta Regional Oil Sands System; and
•a non-cash,net unrealized gain of $9 million ($8 million after-tax) in 2023, compared with a net unrealized loss of $27 million ($23 million after-tax) in 2022 reflecting changes in the mark-to-market value of equity fund investments held by our wholly-owned captive insurance subsidiaries; partially offset by
•the absence in 2023 of a net positive equity earnings adjustment of $22 million ($17 million after-tax) in 2022, compared to a net negative adjustment of $47 million ($36 million after-tax) in 2021 relating to our share of changes in the mark-to-market value of derivative financial instruments of our equity method investees, DCP Midstream, LLC (DCP Midstream)LP (DCP) and Aux Sable Canada LP, Aux Sable Liquid Products L.P.LP and Aux Sable Midstream LLC (Aux(collectively, Aux Sable).
The non-cash, unrealized derivative fair value gains and losses discussed above generally arise as a result of our comprehensive economic hedging program to mitigate 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 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 $7$30 million decreaseincrease in earnings attributable to common shareholders is primarily explained by:
•higher depreciationcontributions from the Mainline System and amortization expenseLine 9 in our Liquids Pipelines segment driven by increased volumes due to increased crude demand and the recognition of a lower provision against the interim Mainline IJT, net of a lower Line 3 Replacement (L3R) surcharge; and
•higher contributions from our Liquids Pipelines segment due to increased ownership of the Gray Oak Pipeline and Cactus II Pipeline acquired in the second half of 2022 and higher volumes from the Flanagan South Pipeline and the Enbridge Ingleside Energy Center (EIEC) due to higher demand; partially offset by
•a reduction in earnings from our Gas Transmission and Midstream segment primarily due to our decreased interest in DCP as a result of several projects placed into servicea joint venture merger transaction with Phillips 66 that closed in the fourththird quarter in 2022;
•higher power costs as a result of 2021, as well as for new export assets acquiredincreased volumes and power prices in October 2021;our Liquids Pipelines segment;
•lower commodity prices impacting the DCP and Aux Sable joint ventures in our Gas Transmission and Midstream segment; and
•higher interest expense primarily due to reduced capitalizedhigher interest associated with the US portion of the Line 3 Replacement (L3R) Project placed into service in the fourth quarter of 2021, as well asrates and higher average principal and higher interest rates; partially offset by
•increased earnings within our Liquids Pipelines segment from the implementation of the full L3R surcharge beginning in October 2021 and from new export assets acquired in October 2021;
•higher throughput within our Liquids Pipelines segment driven by incremental L3R capacity; and
•increased earnings from our Gas Transmission and Midstream segment primarily as a result of higher commodity prices benefiting our investments in DCP Midstream and Aux Sable, as well as higher contributions from projects placed into service in November 2021.principal.
Six months ended June 30, 2022,2023, compared with the six months ended June 30, 20212022
Earnings attributable to common shareholders were negativelypositively impacted by $981$1,153 million due to certain infrequent or other non-operating factors, primarily explained by the following:
•a non-cash, net unrealized derivative fair value lossesgain of $417$1,091 million ($320828 million after-tax) in 2022,2023, compared with a net unrealized gainsloss of $521$433 million ($396332 million after-tax) in 2021,2022, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and interest rate risks;
•the absence in 2023 of restructuring expense of $100 million ($77 million after-tax) associated with our enterprise insurance strategy;
•a non-cash, net negativeunrealized gain of $53 million ($40 million after-tax) in 2023, compared to a net loss of $36 million ($27 million after-tax) in 2022, reflecting the revaluation of derivatives used to manage the profitability of transportation and storage transactions, as well as manage the exposure to movements in commodity prices;
•a net positive adjustment to crude oil and natural gas inventories in our Energy Services business segment of $6 million ($5 million after-tax) in 2023, compared with a net negative adjustment of $72 million ($55 million after-tax); in 2022;
•the receipt of a litigation claim settlement of $68 million ($52 million after-tax) in 2023;
•a net unrealized gain of $22 million ($19 million after-tax) in 2023, compared with a net loss of $27 million ($23 million after-tax) in 2022, reflecting changes in the mark-to-market value of equity fund investments held by our wholly-owned captive insurance subsidiaries;
•the absence in 2023 of an impairment of $44 million ($34 million after-tax) for lease assets due to office relocation plans;
•an asset impairment loss of $40 million ($31 million after-tax) relating to MacKay River line within our Alberta Regional Oil Sands System; and
•the absence in 2022 of a $57 million ($43 million after-tax) property tax settlement received in 2021 related to the resolution of Minnesota property tax appeals for 2012-2018; partially offset by
•a non-cash, net negativepositive equity earnings adjustment of $8 million ($6 million after-tax) in 2023, compared to a net negative adjustment of $34 million ($26 million after-tax) in 2022 compared to a net negative adjustment of $66 million ($50 million after-tax) in 2021 relating to our share of changes in the mark-to-market value of derivative financial instruments of our equity method investees, DCP Midstream and Aux Sable.Sable; and
•the absence in 2023 of an asset impairment loss of $40 million ($31 million after-tax) relating to the MacKay River line within our Alberta Regional Oil Sands System; partially offset by
•a realized loss of $638 million ($479 million after-tax) due to termination of foreign exchange hedges, reflecting changes in the key settlement terms under the Competitive Toll Settlement (CTS).
After taking into consideration the factors above, the remaining $64$51 million increase in earnings attributable to common shareholders is primarily explained by the following significant business factors:
•increased earnings withinhigher contributions from the Mainline System and Line 9 in our Liquids Pipelines segment from the implementationdriven by increased volumes due to increased crude demand, net of the fulla lower L3R surcharge beginning in October 2021 and from the new export assets acquired in October 2021;surcharge;
•higher throughput withincontributions from our Liquids Pipelines segment as a resultdue to increased ownership of incremental L3R capacity placed into servicethe Gray Oak Pipeline and Cactus II Pipeline acquired in October 2021;the second half of 2022 and higher volumes from the Flanagan South Pipeline and the EIEC due to higher demand;
•recognition of revenues in our Gas Transmission and Midstream segment attributable to the Texas Eastern rate case settlement;
•higher contributions from our Energy Services segment primarily due to the expiration of transportation commitments and favorable margins realized on facilities; and
•increasedthe favorable effect of translating US dollar earnings at a higher average exchange rate in 2023, compared to the same period in 2022; partially offset by
•a reduction in earnings from our Gas Transmission and Midstream segment primarily due to our decreased interest in DCP as a result of higher commodity prices benefiting our investmentsa joint venture merger transaction with Phillips 66 that closed in DCP Midstream and Aux Sable, as well as higher contributions from projects placed into servicethe third quarter in November 2021; partially offset by2022;
•higher depreciation and amortization expensepower costs as a result of several projects placed into serviceincreased volumes and power prices in our Liquids Pipeline segment;
•lower commodity prices impacting the fourth quarter of 2021, as well as for new export assets acquiredDCP and Aux Sable joint ventures in October 2021;our Gas Transmission and Midstream segment;
•higher interest expense primarily due to reduced capitalizedhigher interest associated with the US portion of the L3R Projectrates and higher average principal; and
•higher depreciation and amortization due to assets placed into service in the fourth quartersecond half of 2021, as well as higher average principal and higher interest rates.2022.
BUSINESS SEGMENTS
LIQUIDS PIPELINES
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization1 | 1,818 | | 2,044 | | | 4,147 | | 4,083 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures. | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization | 2,451 | | 1,818 | | | 4,814 | | 4,147 | |
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
EBITDA was negativelypositively impacted by $477$257 million due to certain infrequent or other non-operating factors, primarily explained by:
•a non-cash, net unrealized gain of $17 million in 2023, compared with a net unrealized loss of $196 million in 2022, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange risks; and
•the absence in 2023 of an asset impairment loss of $40 million relating to the MacKay River line within our Alberta Regional Oil Sands System.
After taking into consideration the factors above, the remaining $376 million increase is primarily explained by the following significant business factors:
•higher Mainline System ex-Gretna average throughput of 3.0 million barrels per day (mmbpd) in 2023 as compared to 2.8 mmbpd in 2022, higher Line 9 deliveries to eastern Canada driven by increased crude demand and the recognition of a lower provision against the interim Mainline IJT, net of a lower L3R surcharge;
•higher contributions from the Gulf Coast and Mid-Continent System due primarily to increased ownership of the Gray Oak Pipeline and Cactus II Pipeline acquired in the second half of 2022 and higher volumes from the Flanagan South Pipeline and the EIEC due to higher demand; and
•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2023, compared to the same period in 2022; partially offset by
•higher power costs as a result of increased volumes and power prices.
Six months ended June 30, 2023, compared with the six months ended June 30, 2022
EBITDA was positively impacted by $154 million due to certain infrequent or other non-operating factors, primarily explained by the following:
•a non-cash, net unrealized lossesgain of $196$630 million in 2022,2023, compared with a net unrealized gainsloss of $145$74 million in 2021,2022, 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;
•the receipt of a litigation claim settlement of $68 million in 2023; and
•the absence in 2023 of an asset impairment loss of $40 million relating to the MacKay River line within our Alberta Regional Oil Sands System; andpartially offset by
•a realized loss of $638 million due to termination of foreign exchange hedges, reflecting changes in
the absence in 2022 of a $57 million property taxkey settlement received in 2021 related toterms under the resolution of Minnesota property tax appeals for 2012-2018.CTS.
After taking into consideration the factors above, the remaining $251$513 million increase is primarily explained by the following significant business factors:
•higher Mainline System ex-Gretna average throughput of 2.8 million barrels per day (mmbpd)3.1 mmbpd in 20222023 as compared to 2.62.9 mmbpd in 20212022, and higher Line 9 deliveries to eastern Canada driven by higherincreased crude demand, and incrementalnet of a lower L3R capacity that came into service October 2021;
•implementation of full L3R surcharge of US$0.935 per barrel beginning October 2021 compared to the Canadian L3R Program surcharge of US$0.20 per barrel;surcharge;
•higher contributions from the Gulf Coast and Mid-Continent System due primarily to the acquisitionincreased ownership of the Enbridge Ingleside Energy Center (EIEC)Gray Oak Pipeline and related assetsCactus II Pipeline acquired in the fourth quartersecond half of 2021, as well as2022 and higher volumes from ourthe Flanagan South Pipeline;Pipeline and the EIEC due to higher demand; and
•the favorable effect of translating US dollar EBITDAearnings at a higher Canadian to US dollar average exchange rate in 20222023, compared to the same period in 2021;2022; partially offset by
•the recognition of a provision against the interim Mainline International Joint Tariff (IJT) for barrels shipped in 2022; and
•lower contributions from Seaway Crude Pipeline System, Spearhead Pipeline and Cushing storage assetshigher power costs as a result of lower demand.increased volumes and power prices.
Six
GAS TRANSMISSION AND MIDSTREAM
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization | 1,042 | | 1,119 | | | 2,247 | | 2,133 | |
Three months ended June 30, 2023, compared with the three months ended June 30, 2022 compared with the six months ended June 30, 2021
EBITDA was negatively impacted by $523$26 million due to certain infrequent or other non-operating factors, primarily explained by the following:
•non-cash, unrealized lossesabsence in 2023 of $74a net positive adjustment of $22 million in 2022, compared with unrealized gainsrelating to our share of $306 million in 2021, 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;
•an asset impairment loss of $40 million relating to MacKay River line within our Alberta Regional Oil Sands System;equity method investees, DCP and
•the absence in 2022 of a $57 million property tax settlement received in 2021 related to the resolution of Minnesota property tax appeals for 2012-2018. Aux Sable.
After taking into consideration the factors above, theThe remaining $587$51 million increasedecrease is primarily explained by the following significant business factors:
•higher Mainline System ex-Gretna average throughput of 2.9 mmbpd in 2022 as compared to 2.7 mmbpd in 2021 driven by higher demand and incremental L3R capacity that came into service October 2021;
•implementationa reduction in earnings from our investment in DCP as a result of full L3R surcharge of US$0.935 per barrel beginning October 2021 comparedour decreased interest due to the Canadian L3R Program surcharge of US$0.20 per barrel;joint venture merger transaction with Phillips 66 that closed during the third quarter in 2022;
•lower commodity prices impacting our DCP and Aux Sable joint ventures; and
•higher contributions from the Gulf Coastoperating and Mid-Continent System due primarily to the acquisition of the EIEC and related assets in the fourth quarter of 2021, as well as higher volumes from our Flanagan South Pipeline; andadministrative costs; partially offset by
•the favorable effect of translating US dollar EBITDAearnings at a higher Canadian to US dollar average exchange rate in 20222023, compared to the same period in 2021; partially offset by2022;
•the recognition of a provision against the interim Mainline IJT for barrels shipped in 2022;favorable contracting on our US Gas Transmission and Storage assets; and
•lower contributions from Seaway Crude Pipeline System, Spearhead Pipeline and Cushing storage assets as a resultthe Tres Palacios acquisition in the second quarter of lower demand.2023.
GAS TRANSMISSION AND MIDSTREAM
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization1 | 1,119 | | 868 | | | 2,133 | | 1,841 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures.
ThreeSix months ended June 30, 2023, compared with the six months ended June 30, 2022 compared with the three months ended June 30, 2021
EBITDA was positively impacted by $102$34 million due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net positive equity earnings adjustment of $22$8 million in 2022,2023, compared to a net negative adjustment of $47$34 million in 20212022 relating to our share of changes in the mark-to-market value of derivative financial instruments of our equity method investees, DCP Midstream and Aux Sable.
The remaining $149$80 million increase is primarily explained by the following significant business factors:
•higher commodity prices benefiting earnings from our investments in DCP Midstream and Aux Sable joint ventures;
•contributions from the T-South and Spruce Ridge expansion projects after service commenced in November 2021;
•contributions fromrecognition of revenues attributable to the Cameron Extension, Middlesex Extension and the Appalachia to Market projects placed into service in the fourth quarter of 2021;
•higher AECO-Chicago basis differential and lower costs benefiting earnings from our investment in Alliance Pipeline (Alliance); andTexas Eastern rate case settlement;
•the favorable effect of translating US dollar EBITDAearnings at a higher Canadian to US dollar average exchange rate in 20222023, compared to the same period in 2021;2022;
•favorable contracting on our US Gas Transmission and Storage assets; and
•contributions from the Tres Palacios acquisition in the second quarter of 2023; partially offset by
•higher operating costs.
Six months ended June 30, 2022, compared with the six months ended June 30, 2021
EBITDA was positively impacted by $92 milliona reduction in earnings from our investment in DCP as a result of our decreased interest due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net negative equity earnings adjustment of $34 millionthe joint venture merger transaction with Phillips 66 that closed during the third quarter in 2022, compared to a net negative adjustment of $66 million in 2021 relating to our share of changes in the mark-to-market value of derivative financial instruments of our equity method investees, DCP Midstream and Aux Sable.
2022;
The remaining $200 million increase is primarily explained by the following significant business factors:
•higherlower commodity prices benefiting earnings fromimpacting our investments in DCP Midstream and Aux Sable joint ventures;
•contributions from the T-South and Spruce Ridge expansion projects after service commenced in November 2021;
•contributions from the Cameron Extension, Middlesex Extension and the Appalachia to Market projects placed into service in the fourth quarter of 2021;
•higher AECO-Chicago basis differential and lower costs benefiting earnings from our investment in Alliance; and
•the favorable effect of translating US dollar EBITDA at a higher Canadian to US dollar average exchange rate in 2022 compared to the same period in 2021; partially offset by
•higher operating and administrative costs.
GAS DISTRIBUTION AND STORAGE
| | | Three months ended June 30, | | Six months ended June 30, | | Three months ended June 30, | | Six months ended June 30, |
| | 2022 | 2021 | | 2022 | 2021 | | 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | | (millions of Canadian dollars) | | | | |
Earnings before interest, income taxes and depreciation and amortization1 | 417 | | 458 | | | 1,082 | | 1,092 | | |
Earnings before interest, income taxes and depreciation and amortization | | Earnings before interest, income taxes and depreciation and amortization | 367 | | 417 | | | 1,083 | | 1,082 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures.
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
EBITDA was negatively impacted by $41$50 million primarily explained by the following significant business factors:
•the absencehigher storage demand and transportation costs of earnings from Noverco Inc. (Noverco) due to the sale$33 million which represents a partial reversal of our minority investment in Noverco in December 2021;previously favorable timing of recognition of these costs; and
•higher operating and administrative costs at Enbridge Gasprimarily due to timing of expenditures;higher costs for line locates and higher integrity spend; partially offset by
•higher distribution charges at Enbridge Gas resulting from increases in rates and customer base.
Six months ended June 30, 2022,2023, compared with the six months ended June 30, 20212022
EBITDA was negativelypositively impacted by $10$1 million primarily explained by the absence of earnings from Noverco due to the sale of our minority investment in December 2021, as well as higher operating costs at Enbridge Gas due to timing of expenditures, partially offset by the following:following significant business factors:
•higher distribution charges at Enbridge Gas resulting from increases in rates and customer base; and
•favorable timing of recognition of storage demand and transportation costs of $30 million, which will be reversed over the remainder of 2023; offset by
•weather, when compared with the normal weather forecast embedded in rates, was warmer in 2023 and colder than normal weather in 2022, positively impacted Enbridge Gas 2022resulting in a negative EBITDA byimpact of approximately $28$67 million while warmer than normal weather in 2021 negatively impacted 2021 EBITDA by approximately $23 million.year-over- year; and
•higher operating and administrative costs primarily due to higher costs for line locates and higher integrity spend.
RENEWABLE POWER GENERATION
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization1 | 122 | | 115 | | | 284 | | 271 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures. | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Earnings before interest, income taxes and depreciation and amortization | 129 | | 122 | | | 265 | | 284 | |
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
EBITDA was positively impacted by $7 million primarily due to the following significant business factors:
•strongercontributions from the Saint-Nazaire Offshore Wind Project, which reached full operating capacity in December 2022; partially offset by
•weaker wind resources at Canadian and USNorth American wind facilities; and
•higherlower energy pricing at the RampionEuropean offshore wind facilities.
Six months ended June 30, 2022,2023, compared with the six months ended June 30, 20212022
EBITDA was positivelynegatively impacted by $13$19 million primarily due to the following significant business factors:
•strongerweaker wind resources at Canadian and US wind facilities;
•higher energy pricing at the Rampion offshoreNorth American wind facilities; and
•the absence in 2022 of the effects from the major winter storm in Texas during February 2021;lower energy pricing at European offshore wind facilities; partially offset by
•contributions from the absenceSaint-Nazaire Offshore Wind Project, which reached full operating capacity in 2022 of a promote fee received in the first quarter of 2021 associated with the closing of the sale of 49% of our interest in three European offshore wind projects to Canada Pension Plan Investment Board (CPP Investments).December 2022.
ENERGY SERVICES
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Loss before interest, income taxes and depreciation and amortization1 | (177) | | (239) | | | (278) | | (175) | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures. | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Earnings/(loss) before interest, income taxes and depreciation and amortization | 22 | | (177) | | | 23 | | (278) | |
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.
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
EBITDA was positively impacted by $75$130 million due to certain non-operating factors, primarily explained by:
•a non-cash, net unrealized lossesgain of $45 million in 2023, compared with a net loss of $16 million in 2022, compared with unrealized losses of $153 million in 2021, reflecting the revaluation of derivatives used to manage the profitability of transportation and storage transactions, as well as to manage the exposure to movements in commodity prices; partially offset byand
•a net negativepositive adjustment to crude oil and natural gas inventories of $7 million in 2023, compared with a net negative adjustment of $62 million.million in 2022.
After taking into consideration the factors above, the remaining $13$69 million decreaseincrease is primarily explained by moreby:
•less pronounced market structure backwardation and significant compression of location differentials in certain markets as compared to the same period of 2021.2022;
•expiration of transportation commitments; and
•favorable margins realized on facilities where we hold capacity obligations and storage opportunities.
Six months ended June 30, 2022,2023, compared with the six months ended June 30, 20212022
EBITDA was negativelypositively impacted by $94$167 million due to certain non-operating factors, primarily explained by:
•a non-cash, unrealized lossesgain of $53 million in 2023, compared with an unrealized loss of $36 million in 2022, compared with unrealized losses of $14 million in 2021, reflecting the revaluation of derivatives used to manage the profitability of transportation and storage transactions, as well as manage the exposure to movements in commodity prices; and
•a net negativepositive adjustment to crude oil and natural gas inventories of $6 million in 2023, compared with a net negative adjustment of $72 million.million in 2022.
After taking into consideration the factorfactors above, the remaining $9$134 million decreaseincrease is primarily explained by the followingsame significant business factors:
•more pronounced market structure backwardation and significant compression of location differentialsfactors as discussed in certain markets as compared to the same period of 2021; partially offset by
•the absence in 2022 of adverse impacts from the major winter storm experienced across the US Midwest during February 2021.three months ended June 30, 2023 results.
ELIMINATIONS AND OTHER
| | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2022 | 2021 | | 2022 | 2021 |
(millions of Canadian dollars) | | | | | |
Earnings/(loss) before interest, income taxes and depreciation and amortization1 | (704) | | 92 | | | (349) | | 312 | |
1Non-GAAP financial measure. Please refer to Non-GAAP and Other Financial Measures. | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2023 | 2022 | | 2023 | 2022 |
(millions of Canadian dollars) | | | | | |
Earnings/(loss) before interest, income taxes and depreciation and amortization | 529 | | (704) | | | 535 | | (349) | |
Eliminations and Other includes operating and administrative costs that are not allocated to business segments, and the impact of foreign exchange hedge settlements which are not allocated to business segments.and the activities of our wholly-owned captive insurance subsidiaries. Eliminations and Other also includes the impact of new business development activities and corporate investments.
Three months ended June 30, 2022,2023, compared with the three months ended June 30, 20212022
EBITDA was negativelypositively impacted by $847$1,284 million due to certain infrequent or non-operating factors, primarily explained by:
•a non-cash, net unrealized lossesgain of $485 million in 2023, compared with a net loss of $656 million in 2022, compared with unrealized gains of $83 million in 2021, reflecting the changechanges in the mark-to-market value of derivative financial instruments used to manage foreign exchange risk, andrisk;
•the absence in 2023 of a $100 million restructuring expense of $100 million associated with our enterprise insurance strategy.strategy; and
•a net unrealized gain of $9 million in 2023, compared with a net unrealized loss of $27 million in 2022 reflecting changes in the mark-to-market value of equity fund investments held by our wholly-owned captive insurance subsidiaries.
After taking into consideration the non-operating factors above, the remaining $51 million increasedecrease is primarily explained by the timing of certain operating and administrative cost recoveries from the business units, as well as higherlower realized foreign exchange gains on hedge settlements in 2022.
2023.
Six months ended June 30, 2022,2023, compared with the six months ended June 30, 20212022
EBITDA was negativelypositively impacted by $691$968 million due to certain infrequent or non-operating factors, primarily explained by:
•a non-cash, unrealized lossesgain of $403 million in 2023, compared with an unrealized loss of $347 million in 2022, compared with unrealized gains of $197 million in 2021, reflecting the change in the mark-to-market value of derivative financial instruments used to manage foreign exchange risk;
•restructuring expensethe absence in 2023 of $100 million restructuring expense associated with our enterprise insurance strategy;
•a net unrealized gain of $22 million in 2023, compared with a net loss of $27 million in 2022, reflecting changes in the mark-to-market value of equity fund investments held by our wholly-owned captive insurance subsidiaries; and
•the absence in 2023 of an impairment of $44 million for lease assets due to office relocation plans.
After taking into consideration the non-operating factors above, the remaining $30$84 million increasedecrease is primarily explained by the timing of certain operating and administrative cost recoveries from the business units, as well as higherlower realized foreign exchange gains on hedge settlements in 2022.2023.
GROWTH PROJECTS –- COMMERCIALLY SECURED PROJECTS
The following table summarizes the status of our significant commercially secured projects, organized by business segment:
| | | | | | | | | | | | | | | | | | | | |
| | Enbridge's Ownership Interest | Estimated Capital Cost1 | Expenditures to Date2 | Status2 | Expected In-Service Date |
(Canadian dollars, unless stated otherwise) | | | | |
| | | | |
| | | | | | |
| | | | | | |
| | | | | | |
GAS TRANSMISSION AND MIDSTREAM | | | |
1. | Gulfstream Phase VI | 50 | % | US$0.1 billion | US$0.1 billion | Under construction | 3Q - 2022 |
2. | Vito Gas & Oil | 100 | % | US$0.3 billion | US$0.2 billion | Under construction | 4Q - 2022 |
3. | Texas Eastern Venice Extension Project3 | 100 | % | US$0.4 billion | No significant expenditures to date | Pre-construction | 2023 - 2024 |
4. | Texas Eastern Modernization | 100 | % | US$0.4 billion | No significant expenditures to date | Pre-construction | 2024 - 2025 |
5. | Appalachia to Market II | 100 | % | US$0.1 billion | No significant expenditures to date | Pre-construction | 2025 |
6. | T-North Expansion | 100 | % | $1.2 billion | No significant expenditures to date | Pre-construction | 2026 |
7. | Woodfibre LNG4 | 30 | % | US$1.5 billion | No significant expenditures to date | Pre-construction | 2027 |
GAS DISTRIBUTION AND STORAGE | | | |
8. | Storage Enhancements | 100 | % | $0.1 billion | No significant expenditures to date | Under construction | 2H - 2022 |
9. | System Enhancement Project | 100 | % | $0.1 billion | No significant expenditures to date | Under construction | 4Q - 2022 |
10. | Natural Gas Expansion Program5 | 100 | % | $0.1 billion | No significant expenditures to date | Pre-construction | 2022 - 2027 |
11. | Panhandle Regional Expansion | 100 | % | $0.3 billion | No significant expenditures to date | Pre-construction | 2023 - 2024 |
RENEWABLE POWER GENERATION | | |
12. | East-West Tie Line | 25 | % | $0.2 billion | $0.2 billion | Complete | In-service |
13. | Solar Self-Power Projects | 100 | % | US$0.2 billion | No significant expenditures to date | Under construction | 2022 - 2023 |
14. | Saint-Nazaire France Offshore Wind Project6 | 25.5 | % | $0.9 billion | $0.6 billion | Under construction | 4Q - 2022 |
(€0.6 billion) | (€0.4 billion) |
15. | Provence Grand Large Floating Offshore Wind Project7 | 25 | % | $0.1 billion | $0.1 billion | Under construction | 2023 |
(€0.1 billion) | (€0.1 billion) |
16. | Fécamp Offshore Wind Project8 | 17.9 | % | $0.7 billion | $0.3 billion | Under construction | 2023 |
(€0.5 billion) | (€0.2 billion) |
17. | Calvados Offshore Wind Project9 | 21.7 | % | $0.9 billion | $0.3 billion | Under construction | 2025 |
(€0.6 billion) | (€0.2 billion) |
| | | | | | | | | | | | | | | | | | | | |
| | Enbridge's Ownership Interest | Estimated Capital Cost1 | Expenditures to Date2 | Status2 | Expected In-Service Date |
(Canadian dollars, unless stated otherwise) | | | | |
| | | | |
| | | | | | |
GAS TRANSMISSION AND MIDSTREAM | | | |
1. | Texas Eastern Venice Extension | 100 | % | US$391 million | US$93 million | Pre-construction | 2023 - 2024 |
2. | Texas Eastern Modernization | 100 | % | US$394 million | US$21 million | Pre-construction | 2024 - 2025 |
3. | T-North Expansion3 | 100 | % | $1.2 billion | $14 million | Pre-construction | 2026 |
4. | Rio Bravo Pipeline | 100 | % | US$1.2 billion4 | US$37 million | Pre-construction | 2026 |
5. | Woodfibre LNG5 | 30 | % | US$1.5 billion | US$210 million | Pre-construction | 2027 |
6. | T-South Expansion3 | 100 | % | $3.6 billion | $17 million | Pre-construction | 2028 |
| | | |
| | | | | | |
RENEWABLE POWER GENERATION | | |
7. | Fécamp Offshore Wind6 | 17.9 | % | $692 million | $445 million | Under construction | 1Q - 2024 |
(€471 million) | (€306 million) |
8. | Calvados Offshore Wind7 | 21.7 | % | $954 million | $286 million | Under construction | 2025 |
(€645 million) | (€197 million) |
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 and status of the project are determined as at June 30, 2022.2023.
3 This includesCapital cost estimates will be updated prior to filing the Gator Express Project with anregulatory applications.
4Rio Grande LNG has reached a final investment decision for three liquefaction trains. Current estimated capital cost of $31 million.
4 Our equity contribution is $0.9 billion, with the remainder of the project financed through project level non-recourse debt.
5 Represents Phase 2 of the Natural Gas Expansion Programbased on two liquefaction trains and an update to the estimated capital cost is presented netexpected to be provided by the fourth quarter of the maximum funding assistance we expect to receive from the Government of Ontario. The expected in-service dates represent the expected completion dates of the leave to construct requirements.2023.
6 5Our equity contribution is $0.15 billion,US$893 million, with the remainder of the project financed through non-recourse project level debt. Capital cost estimates will be updated prior to 60% engineering milestone, at which point Enbridge's preferred return will be set.
6Our equity contribution is $103 million, with the remainder financed through non-recourse project level debt.
7Our equity contribution is $181 million, with the remainder financed through non-recourse project level debt.
7 Our equity contribution is $0.05 billion, with the remainder of the project financed through non-recourse project level debt.
8 Our equity contribution is $0.1 billion, with the remainder of the project financed through non-recourse project level debt.
9 Our equity contribution is $0.15 billion, with the remainder of the project financed through non-recourse project level debt.
A full description of each of our projects is provided in our annual report on Form 10-K for the year ended December 31, 2021.2022. Significant updates that have occurred since the date of filing of our Form 10-K are discussed below.
GAS TRANSMISSION AND MIDSTREAM
Rio Bravo Pipeline
•Texas Eastern Venice Extension Project –A reversal and expansion of Texas Eastern’s Line 40 from its existing New Roads compressor station to a new delivery point withIn July 2023, the proposed Gator Express pipeline just south of Texas Eastern’s Larose compressor station. The project is expected to deliver 1.5 billion cubic feet per day (bcf/d) of natural gas to Venture Global Plaquemines LNG, LLC’sRio Grande LNG export facility, located in Plaquemines Parish, Louisiana and is underpinnedowned by long-term take or pay contracts.
•T-North Expansion – An expansion of Westcoast Energy Inc.'s (WEI) BC Pipeline in northern BC that includes pipeline looping, additional compressor units and other ancillary station modifications to support 535 million cubic feet per day (MMcf/d) of additional capacity. The project will be underpinned byNextDecade Corporation (NextDecade), reached a cost-of-service commercial model with a target in-service date of 2026.
•Woodfibre LNG –Construction of liquefaction and floating storage facilities in Squamish, BC, as well as an expansion of Fortis BC's Eagle Gas Pipeline to transport feedstock from BC Pipeline to the facility. The project is expected to be placed into service in 2027.
GAS DISTRIBUTION AND STORAGE
•Panhandle Regional Expansion Project – Expansion of the Panhandle Transmission System, which supplies natural gas from the Dawn Hub to customers in Southern Ontario west of Dawn. The project consists of construction on Panhandle Loop and Leamington interconnect, and is expected to receive a full cost-of-service regulated return upon OEB approval with target in-service dates of November 2023 and November 2024.
•System Enhancement Projects – On May 3, 2022, the OEB issued a Decision and Order denying the leave to construct application for the St. Laurent project. Subsequent to this decision, Enbridge Gas continues to assess the condition of the line through continued integrity work, ensuring the ongoing safety and reliability of the line.final investment decision. As a result, the construction on our previously announced Rio Bravo Pipeline project has been excluded fromwill proceed after obtaining necessary regulatory approvals. The first phase of the table above.
RENEWABLE POWER GENERATION
•Calvados Offshore Wind Project –The Calvados Offshore Wind Project has experienced modest schedule pressures. The revised expected in-service date is 2025.
OTHER ANNOUNCED PROJECTS UNDER DEVELOPMENT
The following projects have been announced by us during the quarter, but have not yet met our criteriaRio Bravo Pipeline will transport 2.6 bcf per day of natural gas feedstock to be classified as commercially secured:
GAS TRANSMISSION AND MIDSTREAM
•Valley Crossing Expansion Project –On January 10, 2022, we executed a precedent agreement with TexasNextDecade's Rio Grande LNG Brownsville LLC (Texas LNG) under which, via an expansion of our Valley Crossing Pipeline, we will provide 0.72 bcf/d firm transportation capacity to Texas LNG’s proposed LNG liquefaction and export facility in the Port of Brownsville, Texas for a term of at least 20 years. Expansion of the pipeline will be subjectTexas. The project is expected to Texas LNG’s export facility reaching a final investment decision.
We also have a portfolio of additional projects under development that have not yet progressed to the point of securement.achieve commercial operations in 2026.
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 help 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, share redemptions, execute share repurchases under our normal course issuer bid (NCIB) 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.
We have signed capital obligation contracts for the purchase of services, pipe and other materials totaling approximately $1.0$1.2 billion, which are expected to be paid over the next five years.
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. Our current financing plan does not include any issuances of additional common equity.
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.
Credit Facilities 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 as at June 30, 2022:2023:
| | | Maturity1 | Total Facilities | Draws2 | Available | | Maturity1 | Total Facilities | Draws2 | Available |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | (millions of Canadian dollars) | | |
Enbridge Inc. | Enbridge Inc. | 2023-2026 | 10,818 | | 9,153 | | 1,665 | | Enbridge Inc. | 2024-2027 | 8,860 | | 4,341 | | 4,519 | |
Enbridge (U.S.) Inc. | Enbridge (U.S.) Inc. | 2023-2026 | 7,095 | | 4,493 | | 2,602 | | Enbridge (U.S.) Inc. | 2024-2027 | 8,403 | | 4,260 | | 4,143 | |
Enbridge Pipelines Inc. | Enbridge Pipelines Inc. | 2024 | 2,000 | | 797 | | 1,203 | | Enbridge Pipelines Inc. | 2024 | 2,000 | | 930 | | 1,070 | |
Enbridge Gas Inc. | Enbridge Gas Inc. | 2023 | 2,000 | | 1,620 | | 380 | | Enbridge Gas Inc. | 2024 | 2,500 | | 850 | | 1,650 | |
Total committed credit facilities | Total committed credit facilities | | 21,913 | | 16,063 | | 5,850 | | Total committed credit facilities | | 21,763 | | 10,381 | | 11,382 | |
1Maturity date is inclusive of the one-year term out option for certain credit facilities.
2Includes facility draws and commercial paper issuances that are back-stopped by credit facilities.
On February 10, 2022, we renewed our three year $1.0 billion sustainability-linked credit facility, extending the maturity date out to July 2025.
On May 17, 2022, we entered into a three year term loan with a syndicate of Japanese banks for approximately $806 million (¥84.8 billion), which will mature in May 2025 and replaces the approximately $499 million (¥52.5 billion) term loan that matured in May 2022. Additionally, on May 24, 2022, we entered into a 364-day term loan for approximately $1.9 billion, which will mature in May 2023.
On June 23, 2022, we renewed approximately $5.5 billion of ourIn March 2023, Enbridge Gas increased its 364-day extendible credit facilitiesfacility from $2.0 billion to $2.5 billion and in July 2023, the facility's maturity date was extended to July 2024,2025, which includes a one-year term out provision from July 2023.2024.
OnIn July 15 and 22, 2022, we renewed $3.0 billion of our five year credit facilities, extending2023, Enbridge Pipelines Inc. extended the maturity date out to July 2027. We also extended approximately $4.8 billion of ourits 364-day extendible credit facilitiesfacility to July 2024,2025, which includes a one-year term out provision from July 2023. As part2024.
In July 2023, we renewed approximately $6.8 billion of the renewal, we also increased our 364-day extendible credit facilities, byextending the maturity dates to July 2025, which includes a one-year term out provision from July 2024. We also renewed approximately $481 million.$7.6 billion of our five-year credit facilities, extending the maturity dates to July 2028. Further, we extended our three-year credit facilities, extending the maturity dates to July 2026.
In addition to the committed credit facilities noted above, we maintain $1.3 billion of uncommitted demand letter of credit facilities, of which $791$723 million was unutilized as at June 30, 2022.2023. As at December 31, 2021,2022, we had $1.3 billion of uncommitted demand letter of credit facilities, of which $854$689 million was unutilized.
As at June 30, 2022,2023, our net available liquidity totaled $6.9$12.4 billion (December 31, 20212022 - $6.5$10.0 billion), consisting of available credit facilities of $5.9$11.4 billion (December 31, 20212022 - $6.2$9.1 billion) and was inclusive of unrestricted cash and cash equivalents of $1.0 billion (December 31, 20212022 - $286$861 million) as reported in 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 arewere to default on payment or violate certain covenants. As at June 30, 2022,2023, we arewere in compliance with all covenant provisions.
LONG-TERM DEBT ISSUANCES
During the six months ended June 30, 2022,2023, we completed the following long-term debt issuances totaling $750 millionUS$3.0 billion and US$1.5$1.5 billion:
| Company | Company | Issue Date | | Principal Amount | Company | Issue Date | | Principal Amount |
(millions of Canadian dollars unless otherwise stated) | | |
(millions of Canadian dollars, unless otherwise stated) | | (millions of Canadian dollars, unless otherwise stated) | |
Enbridge Inc. | Enbridge Inc. | | Enbridge Inc. | |
| | January 2022 | 5.00% | hybrid fixed-to-fixed subordinated notes due January 2082 | $750 | | March 2023 | 5.70% | sustainability-linked senior notes due March 20331 | US$2,300 |
| | February 2022 | Floating rate senior notes due February 20241 | US$600 | | March 2023 | 5.97% | senior notes due March 20262 | US$700 |
| | February 2022 | 2.15% | senior notes due February 2024 | US$400 | | May 2023 | 4.90% | medium-term notes due May 2028 | $600 |
| | February 2022 | 2.50% | senior notes due February 2025 | US$500 | | May 2023 | 5.36% | sustainability-linked medium-term notes due May 20333 | $400 |
| | | May 2023 | 5.76% | medium-term notes due May 2053 | $500 |
| | | | | |
1Notes carryThe sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on September 8, 2031, the interest rate will be set to equal the Secured Overnight Financing Rate5.70% plus a margin of 6350 basis points.
2We have the option to call the notes at par after one year from issuance. Refer to Part 1. Item 1. Financial Statements - Note 8 - Risk Management and Financial Instruments.
3The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on November 26, 2031, the interest rate will be set to equal 5.36% plus a margin of 50 basis points.
LONG-TERM DEBT REPAYMENTS
During the six months ended June 30, 2022,2023, we completed the following long-term debt repayments totaling US$784 million1.2 billion and $334 million:$0.7 billion:
| Company | Company | Repayment Date | | Principal Amount | Company | Repayment Date | | Principal Amount |
(millions of Canadian dollars unless otherwise stated) | | |
(millions of Canadian dollars, unless otherwise stated) | | (millions of Canadian dollars, unless otherwise stated) | |
Enbridge Inc. | Enbridge Inc. | | Enbridge Inc. | |
| | February 2022 | Floating rate notes1 | US$750 | | January 2023 | 3.94% | medium-term notes | $275 |
| | February 2022 | 4.85% | medium-term notes | $200 | | February 2023 | Floating rate notes1 | US$500 |
| | | April 2023 | 6.38% | fixed-to-floating rate subordinated notes2 | US$600 |
| | | June 2023 | 3.94% | medium-term notes | $450 |
Enbridge Gas Inc. | | |
| | | | | April 2022 | 4.85% | medium-term notes | $125 | |
Enbridge Pipelines (Southern Lights) L.L.C. | Enbridge Pipelines (Southern Lights) L.L.C. | | Enbridge Pipelines (Southern Lights) L.L.C. | |
| | June 2022 | 3.98% | senior notes | US$34 | | June 2023 | 3.98% | senior notes | US$38 |
Enbridge Southern Lights LP | Enbridge Southern Lights LP | | Enbridge Southern Lights LP | |
| | June 2022 | 4.01% | senior notes | $9 | | June 2023 | 4.01% | senior notes | $9 |
| | Tri Global Energy, LLC | | Tri Global Energy, LLC |
| | | January 2023 | 10.00% | senior notes | US$4 |
| | | January 2023 | 14.00% | senior notes | US$9 |
1NotesThe notes carried an interest rate set to equal the three-month London Interbank OfferedSecured Overnight Financing Rate plus a margin of 5040 basis points.
2The five-year callable notes, with an original maturity date of April 2078, were all redeemed at par.
Strong internal cash flow, 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 EBITDA.
There are no material restrictions on our cash. Total restricted cash of $43$60 million, as reported on the Consolidated Statements of Financial Position, primarily includes reinsurance security, cash collateral, future pipeline abandonment costs collected and held in trust, amounts received in respect of specific shipper commitments and capital projects. Cash and cash equivalents held by certain subsidiaries may not be readily accessible for alternative uses by us.
Excluding current maturities of long-term debt, as at June 30, 20222023 and December 31, 2021,2022, we had positive and negative working capital positionpositions of $0.4$1.0 billion and $3.1 billion. In both periods,$2.1 billion, respectively. During the six months ended June 30, 2023, the major contributing factor to the positive working capital position was due to settlement of current liabilities, while during the year ended December 31, 2022, the negative working capital position was the ongoing funding ofdue to current liabilities associated with our growth capital program. 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.
SOURCES AND USES OF CASH
| | | | Six months ended June 30, | | | Six months ended June 30, |
| | | 2022 | 2021 | | | 2023 | 2022 |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | (millions of Canadian dollars) | | | |
Operating activities | Operating activities | | 5,473 | | 5,053 | | Operating activities | | 7,305 | | 5,473 | |
Investing activities | Investing activities | | (2,120) | | (3,601) | | Investing activities | | (2,333) | | (2,120) | |
Financing activities | Financing activities | | (2,605) | | (1,463) | | Financing activities | | (4,770) | | (2,605) | |
Effect of translation of foreign denominated cash and cash equivalents and restricted cash | Effect of translation of foreign denominated cash and cash equivalents and restricted cash | | 20 | | (20) | | Effect of translation of foreign denominated cash and cash equivalents and restricted cash | | (19) | | 20 | |
Net change in cash and cash equivalents and restricted cash | Net change in cash and cash equivalents and restricted cash | | 768 | | (31) | | Net change in cash and cash equivalents and restricted cash | | 183 | | 768 | |
Significant sources and uses of cash for the six months ended June 30, 20222023 and 20212022 are summarized below:
Operating Activities
Typically, the primary factors impacting cash flow fromprovided by operating activities period-over-period include changes in our operating assets and liabilities in the normal course due to various factors, including the impact of fluctuations in commodity prices and activity levels on working capital within our business segments, the timing of tax payments as well as timing ofand cash receipts and payments generally. Cash provided by operating activities is also impacted by changes in earnings and certain unusual, infrequent andor other non-operating factors, as discussed underin Results of Operations.Operations, as well as Distributions from equity investments. Changes in operating and assets and liabilities increased period-over-period primarily due to a larger decline in gas inventory balances in 2023 when compared to the same period in 2022, as well as the timing of natural gas cost recovery through rates, in Enbridge Gas.
Investing Activities
Cash used in investing activities primarily relates to capital expenditures to execute our capital program, which is further described in Growth Projects - Commercially Secured ProjectsProjects. . The timing of project approval,approval, construction and in-service dates impacts the timing of cash requirements. Factors impacting the decreaseCash used in investing activities is also impacted by acquisitions and changes in contributions to, and distributions from, our equity investments. The increase in cash used in investing activities period-over-period was primarily include:
•lower capital expenditures due to the US L3R Program that was placed into service in the fourth quarter acquisition of 2021;Tres Palacios on April 3, 2023, partially offset by
• higher equity distributions in increased contributions made2023 mainly related to our equity investment in Bakken Pipeline System due to debt servicing requirements; and
•the absence of proceeds received from the sale of 49% of an entity that holds our 50% interest in Éolien Maritime France SAS to CPP Investments in the first quarter of 2021.NEXUS Gas Transmission, LLC.
Financing Activities
CashCash used in financing activities primarily relates to issuances and repayments of external debt, as well as transactions with our common and preference shareholders relating to dividends, share issuances, share redemptions and common share repurchases under our NCIB. Cash flow fromused in financing activities is also impacted by changes in distributions to, and contributions from, noncontrolling interests. Factors impacting thethe increase in cash used in financingfinancing activities period-over-period primarily include:
•net repayments of our short-term borrowings and commercial paper and credit facilities in 2023 when compared to net draws during the same period in 2022;
•higher long-term debt repayments in 2023 when compared to the same period in 2022; and
•an increase in common share dividend payments due to the increase in our common share dividend rate.
The factors above were partially offset by higher long-term debt issuances in 2023 when compared to the same period in 2022 and the absence in 2023 of the redemption of Preference Shares, Series 17 and Series J in the first and second quarters of 2022, respectively;
•lower long-term debt issuances and net short-term borrowings in 2022 when compared to the same period in 2021;
•the repurchase and cancellation of 2,737,965 common shares under our NCIB for approximately $150 million during the period; and
•common share dividend payments increased period-over-period primarily due to the 3% increase in our common share dividend rate.
The factors above were partially offset by:
•lower long-term term debt repayments and higher net commercial paper draws in 2022 when compared to the same period in 2021; and
•the redemption of WEI's preferred shares in the first quarter of 2021.respectively.
SUMMARIZED FINANCIAL INFORMATION
On January 22, 2019, Enbridge entered into supplemental indentures with its wholly-owned subsidiaries, Spectra Energy Partners, LP (SEP) and Enbridge Energy Partners, L.P. (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 |
4.750% Senior Notes due 2024 | 5.875% Notes due 2025 |
3.500% Senior Notes due 2025 | 5.950% Notes due 2033 |
3.375% Senior Notes due 2026 | 6.300% Notes due 2034 |
5.950% Senior Notes due 2043 | 7.500% Notes due 2038 |
4.500% Senior Notes due 2045 | 5.500% Notes due 2040 |
| |
| 7.375% Notes due 2045 |
1As at June 30, 2022,2023, the aggregate outstanding principal amount of SEP notes was approximately US$3.2 billion.
2As at June 30, 2022,2023, the aggregate outstanding principal amount of EEP notes was approximately US$2.4 billion.
Enbridge Notes under Guarantees
| | | | | |
USD Denominated1 | CAD Denominated2 |
Floating Rate Senior Notes due 2023 | 3.190% Senior Notes due 2022 |
Floating Rate Senior Notes due 2024 | 3.940% Senior Notes due 2023 |
2.900% Senior Notes due 2022 | 3.940% Senior Notes due 2023 |
4.000% Senior Notes due 2023 | 3.950% Senior Notes due 2024 |
0.550%4.000% Senior Notes due 2023 | 2.440% Senior Notes due 2025 |
0.550% Senior Notes due 2023 | 3.200% Senior Notes due 2027 |
3.500% Senior Notes due 2024 | 3.200%5.700% Senior Notes due 2027 |
2.150% Senior Notes due 2024 | 6.100% Senior Notes due 2028 |
2.500% Senior Notes due 2025 | 2.990%4.900% Senior Notes due 20292028 |
2.500% Senior Notes due 2025 | 2.990% Senior Notes due 2029 |
4.250% Senior Notes due 2026 | 7.220% Senior Notes due 2030 |
4.250%1.600% Senior Notes due 2026 | 7.200% Senior Notes due 2032 |
1.600%5.969% Senior Notes due 2026 | 6.100% Sustainability-Linked Senior Notes due 2032 |
3.700% Senior Notes due 2027 | 3.100% Sustainability-Linked Senior Notes due 2033 |
3.700% Senior Notes due 2027 | 5.570% Senior Notes due 2035 |
3.125% Senior Notes due 2029 | 5.750%5.360% Sustainability-Linked Senior Notes due 20392033 |
2.500% Sustainability-Linked Senior Notes due 2033 | 5.120%5.570% Senior Notes due 20402035 |
5.700% Sustainability-Linked Senior Notes due 2033 | 5.750% Senior Notes due 2039 |
4.500% Senior Notes due 2044 | 4.240%5.120% Senior Notes due 20422040 |
5.500% Senior Notes due 2046 | 4.570%4.240% Senior Notes due 20442042 |
4.000% Senior Notes due 2049 | 4.870%4.570% Senior Notes due 2044 |
3.400% Senior Notes due 2051 | 4.870% Senior Notes due 2044 |
| 4.100% Senior Notes due 2051 |
| 6.510% Senior Notes due 2052 |
| 5.760% Senior Notes due 2053 |
| 4.560% Senior Notes due 2064 |
1As at June 30, 2022,2023, the aggregate outstanding principal amount of the Enbridge US dollar denominateddollar-denominated notes was approximately US$11.713.5 billion.
2As at June 30, 2022,2023, the aggregate outstanding principal amount of the Enbridge Canadian dollar denominateddollar-denominated notes was approximately $9.0$11.0 billion.
Rule 3-10 of the US Securities and Exchange Commission's (SEC)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 Summarized Combined Statements of Financial Position combines the balances of EEP, SEP and Enbridge Inc.Enbridge.
Summarized Combined Statement of Earnings
| | | | | | | | |
| Six months ended June 30, 2022 | 2023 |
(millions of Canadian dollars) | |
| |
Operating loss | (107)(6) | |
Earnings | 1,4812,402 | |
Earnings attributable to common shareholders | 1,2342,231 | |
Summarized Combined Statements of Financial Position
| | | | June 30, 2022 | | December 31, 2021 | | | June 30, 2023 | December 31, 2022 | |
(millions of Canadian dollars) | (millions of Canadian dollars) | | | | | (millions of Canadian dollars) | | | | |
Cash and cash equivalents | | Cash and cash equivalents | | 1,076 | | 425 | | |
Accounts receivable from affiliates | Accounts receivable from affiliates | | 3,142 | | | 3,442 | | Accounts receivable from affiliates | | 3,705 | | 2,486 | | |
Short-term loans receivable from affiliates | Short-term loans receivable from affiliates | | 6,893 | | | 4,947 | | Short-term loans receivable from affiliates | | 3,500 | | 5,232 | | |
Other current assets | Other current assets | | 696 | | | 605 | | Other current assets | | 682 | | 969 | | |
Long-term loans receivable from affiliates | Long-term loans receivable from affiliates | | 47,103 | | | 51,983 | | Long-term loans receivable from affiliates | | 42,378 | | 43,873 | | |
Other long-term assets | Other long-term assets | | 4,074 | | | 3,732 | | Other long-term assets | | 3,486 | | 4,111 | | |
Accounts payable to affiliates | Accounts payable to affiliates | | 1,749 | | | 1,982 | | Accounts payable to affiliates | | 2,665 | | 1,375 | | |
Short-term loans payable to affiliates | Short-term loans payable to affiliates | | 3,252 | | | 2,891 | | Short-term loans payable to affiliates | | 1,524 | | 1,745 | | |
Other current liabilities | Other current liabilities | | 7,125 | | | 8,110 | | Other current liabilities | | 6,100 | | 8,752 | | |
Long-term loans payable to affiliates | Long-term loans payable to affiliates | | 39,645 | | | 41,370 | | Long-term loans payable to affiliates | | 36,364 | | 37,626 | | |
Other long-term liabilities | Other long-term liabilities | | 43,994 | | | 41,353 | | Other long-term liabilities | | 46,178 | | 47,447 | | |
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;
•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 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
Line 5 Easement (Bad River Band)
On July 23, 2019, the Bad River Band of the Lake Superior Tribe of Chippewa Indians (the Band) filed a complaint in the United States District Court for the Western District of Wisconsin (the Court) over our Line 5 pipeline and right-of-way across the Bad River Reservation (the Reservation). Only a small portion of the total easements across 12 miles of the Reservation are at issue. The Band alleges that our continued use of Line 5 to transport crude oil and related liquids across the Reservation is a public nuisance under federal and state law and that the pipeline is in trespass on certain tracts of land in which the Band possesses ownership interests. The complaint seeks an Order prohibiting us from using Line 5 to transport crude oil and related liquids across the Reservation and requiring removal of the pipeline from the Reservation. Subsequently amended versions of the complaint also seek recovery of profits-based damages based on an unjust enrichment theory. Enbridge has responded to each claim in the initial and amended complaints with an answer, defenses and counterclaims.
On August 29, 2022, the Government of Canada released a statement formally invoking the dispute settlement provisions of the 1977 Transit Pipelines Treaty in respect of this litigation; reiterating its concerns about the uninterrupted transmission of hydrocarbons through Line 5. On September 7, 2022, the Court issued a decision on cross-motions for summary judgment. The Court determined that the Band’s nuisance claim raised factual issues that could not be resolved on summary judgment. The Court further determined that Enbridge is in trespass on 12 parcels on the Reservation and that the Band is entitled to some measure of profits-based damages and to an injunction, with the level of damages and scope of the injunction to be determined at trial, which occurred October 24 through November 1, 2022.
On May 9, 2023, the Band filed an Emergency Motion for Injunctive Relief asking the Court to require Enbridge to purge and shutdown Line 5 on the Bad River Reservation due to significant erosion at the Meander. Enbridge responded and a hearing was held on May 18, 2023 in front of Judge Conley who indicated that he did not find the Band had proven imminence but his final ruling on all issues would be provided soon.
On June 26, 2023, the Court issued its Final Order ruling that (1) Enbridge shall adopt and implement its 2022 Monitoring and Shutdown Plan with the Court’s modifications by July 5, 2023; (2) Enbridge owes the Band $5,151,668 for past trespass on the 12 allotted parcels; (3) Enbridge must continue to pay money on a quarterly basis using the formula set in its Order as long as Line 5 operates in trespass on the 12 allotted parcels (approximately $400,000 per year); (4) Enbridge must cease operation of Line 5 on any parcel within the Band’s tribal territory without a valid right of way by June 16, 2026 and thereafter arrange prompt, reasonable remediation at those sites; and (5) The Court declined to allow for the Relocation to be completed prior to having to cease operations. The Final Judgment was entered on June 29, 2023. Enbridge filed its Notice of Appeal on June 30, 2023 and the Band filed its Notice of Cross Appeal on July 27, 2023. The 7th Circuit Court of Appeals issued a Notice of Telephonic Mediation for July 21, 2023, which occurred as scheduled. On July 31, 2023, the Court entered the parties agreed upon briefing schedule. According to that schedule, briefing should be complete on or before December 8, 2023.
Michigan Line 5 Dual Pipelines - Straits of Mackinac Easement
In 2019, the Michigan Attorney General (AG) filed a complaint in the Michigan Ingham County Circuit Court (the Circuit Court) that requests the Circuit 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. On December 15, 2021, Enbridge removed the case to the US District Court in the Western District of Michigan (US District Court), where it was assigned to Judge Janet T. Neff. The removal of the AG’s case to federal court followed a November 16, 2021 ruling which held that the similar (and now dismissed) 2020 lawsuit brought by the Governor of Michigan to force Line 5’s shutdown raised important federal issues that should be heard in federal court. On December 21, 2021, the AG made a request to file a motion to remand the 2019 case, which the US District Court allowed on January 5, 2022. However, after full briefing, on August 18, 2022, Judge Neff denied the AG’s motion to remand. On August 30, 2022, the AG filed a motion to certify the August 18 Order to pursue an appeal on the jurisdictional issue, which Enbridge opposed. On February 21, 2023, that motion was granted and shortly after, on March 2, 2023, the AG filed her Petition for Permission to Appeal in the 6th Circuit Court of Appeals (6th Circuit). Enbridge responded and on July 21, 2023, the 6th Circuit granted the AG’s Petition. In the meantime, this case will remain on hold in US District Court. It will likely take approximately 12 to 18 months for additional briefing and a decision.
OTHER LITIGATION
We and our subsidiaries are involved 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. 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.
CHANGES IN ACCOUNTING POLICIES
Refer to Part I. Item 1. Financial Statements - Note 2. Changes in Accounting Policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk is described in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our annual report on Form 10-K for the year ended December 31, 2021.2022. We believe our exposure to market risk has not changed materially since then.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision of and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as at June 30, 2022,2023, and based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in ensuring that information required to be disclosed by us in reports that we file with or submit to the SEC and the Canadian Securities Administrators is recorded, processed, summarized and reported within the time periods required.
Changes in Internal Control over Financial Reporting
Under the supervision of and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 20222023 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various legal and regulatory actions and proceedings which arise in the ordinary course of business. 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. Refer to Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Legal and Other Updates for discussion of other legal proceedings.
SEC regulations require the disclosure of any proceeding under environmental laws to which a governmental authority is a party unless the registrant reasonably believes it will not result in monetary sanctions over a certain threshold. Given the size of our operations, we have elected to use a threshold of US$1 million for the purposes of determining proceedings requiring disclosure.
As part of its ongoing post-construction monitoring activities for L3R, Enbridge reported groundwater flow near Moose Lake in Aitkin County to the Minnesota Department of Natural Resources (DNR). Enbridge has been working cooperatively with DNR and other agencies and will provide a corrective action plan for this location as requested and implement it upon approval. For additional information, please see our annual report on Form 10-K for the year ended December 31, 2022.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I. Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2021,2022, which could materially affect our financial condition or future results. There have been no material modifications to those risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
| | | | | | | | | | | | | | |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs1 |
April 2023 (April 1 - April 30) | 478,500 | | CAD$52.24 (TSX)/CAD$52.25 (Other) | 478,500 | | 27,459,663 | |
May 2023 (May 1 - May 31) | 1,521,300 | | CAD$49.25 (TSX)/CAD$49.24 (Other) | 1,521,300 | | 25,938,363 | |
June 2023 (June 1 - June 30) | 504,556 | | CAD $49.55 (TSX)/ CAD $49.55 (Other) | 504,556 | | 25,433,807 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs1 |
| | | | |
| | | | |
| | | | |
April 2022 (April 1 - April 30) | — | | N/A | — | | 30,112,307 | |
May 2022 (May 1 - May 31) | 910,405 | | CAD$55.19 (TSX)/ CAD$55.18 (Other) | 910,405 | | 29,201,902 | |
June 2022 (June 1 - June 30) | 877,536 | | CAD$56.98 (TSX)/ US$47.92 (NYSE) | 877,536 | | 28,324,366 | |
1On December 31, 2021,January 4, 2023, the Toronto Stock Exchange (TSX) approved our NCIB to purchase, for cancellation, up to 31,062,33127,938,163 of the outstanding common shares of Enbridge to an aggregate amount of up to $1.5 billion, subject to certain restrictions on the number of common shares that may be purchased on a single day.billion. Purchases under the NCIB may be made through the facilities of the TSX, the New York Stock Exchange (NYSE) and other designated exchanges and alternative trading systems. Our NCIB commenced on January 5, 2022,6, 2023 and continues until January 4, 2023,5, 2024, when it expires, or such earlier date on which we have either acquired the maximum number of common shares allowable or otherwise decide not to make further repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.Certain of our officers and directors have made elections to participate in, and are participating in, our compensation and benefit plans involving Enbridge stock, such as our 401(k) plan and directors’ compensation plan, and may from time to time make elections which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
ITEM 6. EXHIBITS
Each exhibit identified below is included as a part of this quarterly 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 "^" are furnished herewith.
| | | | | | | | |
Exhibit No. | | Description |
| | |
| | |
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| | |
| | |
| | |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | ENBRIDGE INC. |
| | (Registrant) |
| | | |
Date: | July 29, 2022August 4, 2023 | By: | /s/ Al MonacoGregory L. Ebel |
| | | Al MonacoGregory L. Ebel
President, and Chief Executive Officer and Director (Principal Executive Officer) |
| | | |
Date: | July 29, 2022August 4, 2023 | By: | /s/ Vern D. YuPatrick R. Murray |
| | | Vern D. YuPatrick R. Murray
Executive Vice President Corporate Development and Chief Financial Officer (Principal Financial Officer) |
| | | |