CONDENSED CONSOLIDATING FINACIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION On January 22, 2019, Enbridge entered into supplemental indentures with its wholly-owned subsidiaries, 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 guaranteed, on a senior unsecured basis, the outstanding series of senior notes of Enbridge. As a result of the guarantees, holders of any of the outstanding guaranteed notes of the Partnerships 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, 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 Notes 1 EEP Notes 2 Floating Rate Senior Notes due 2020 5.200% Notes due 2020 4.600% Senior Notes due 2021 4.375% Notes due 2020 4.750% Senior Notes due 2024 4.200% Notes due 2021 3.500% Senior Notes due 2025 5.875% Notes due 2025 3.375% Senior Notes due 2026 5.950% Notes due 2033 5.950% Senior Notes due 2043 6.300% Notes due 2034 4.500% Senior Notes due 2045 7.500% Notes due 2038 5.500% Notes due 2040 7.375% Notes due 2045 1 As at March 31, 2019, the aggregate outstanding principal amount of SEP notes was approximately US$3.9 billion . 2 As at March 31, 2019, the aggregate outstanding principal amount of EEP notes was approximately US$4.0 billion . Enbridge Notes under Guarantees USD Denominated 1 CAD Denominated 2 Senior Floating Rate Notes due 2020 Senior Floating Rate Notes due 2019 Senior Floating Rate Notes due 2020 4.770% Senior Notes due 2019 2.900% Senior Notes due 2022 4.530% Senior Notes due 2020 4.000% Senior Notes due 2023 4.850% Senior Notes due 2020 3.500% Senior Notes due 2024 4.260% Senior Notes due 2021 4.250% Senior Notes due 2026 3.160% Senior Notes due 2021 3.700% Senior Notes due 2027 4.850% Senior Notes due 2022 4.500% Senior Notes due 2044 3.190% Senior Notes due 2022 5.500% Senior Notes due 2046 3.940% Senior Notes due 2023 3.940% Senior Notes due 2023 3.950% Senior Notes due 2024 3.200% Senior Notes due 2027 6.100% Senior Notes due 2028 7.220% Senior Notes due 2030 7.200% Senior Notes due 2032 5.570% Senior Notes due 2035 5.750% Senior Notes due 2039 5.120% Senior Notes due 2040 4.240% Senior Notes due 2042 4.570% Senior Notes due 2044 4.870% Senior Notes due 2044 4.560% Senior Notes due 2064 1 As at March 31, 2019, the aggregate outstanding principal amount of the Enbridge United States dollar denominated notes was approximately US$5.9 billion . 2 As at March 31, 2019, the aggregate outstanding principal amount of the Enbridge Canadian dollar denominated notes was approximately $7.8 billion . In accordance with Rule 3-10 of the SEC's Regulation S-X, which provides an exemption from the reporting requirements of the Securities Exchange Act of 1934 for subsidiary issuers of guaranteed securities and subsidiary guarantors, in lieu of filing separate financial statements for each of the Partnerships, we have included the accompanying condensed consolidating financial information with separate columns representing the following: 1. Enbridge Inc., the Parent Issuer and Guarantor; 2. SEP, a Subsidiary Issuer and Guarantor; 3. EEP, a Subsidiary Issuer and Guarantor; 4. Subsidiary Non-Guarantors, as defined herein; 5. Consolidating and elimination entries required to consolidate the Parent Issuer and Guarantor and its subsidiaries, including the Subsidiary Issuers and Guarantors, and 6. Enbridge Inc. and subsidiaries on a consolidated basis. For the purposes of the condensed consolidating financial information only, investments in subsidiaries are accounted for under the equity method. In addition, the Condensed Consolidating Statements of Cash Flows present the intercompany loan and distribution activity, as well as cash collection and payments made on behalf of our subsidiaries, as cash activities. These intercompany investments and related activities eliminate on consolidation and are presented separately only for the purpose of the accompanying Condensed Consolidating Statements. Condensed Consolidating Statements of Earnings and Comprehensive Income for the three months ended March 31, 2019 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Operating revenues Commodity sales — — — 6,632 — 6,632 Gas distribution sales — — — 1,876 — 1,876 Transportation and other services — — — 4,348 — 4,348 Total operating revenues — — — 12,856 — 12,856 Operating Expenses Commodity costs — — — 6,565 — 6,565 Gas distribution costs — — — 1,207 — 1,207 Operating and administrative (34 ) 2 1 1,656 — 1,625 Depreciation and amortization 15 — — 825 — 840 Total operating expenses (19 ) 2 1 10,253 — 10,237 Operating income/(loss) 19 (2 ) (1 ) 2,603 — 2,619 Income/(loss) from equity investments 59 31 — 382 (59 ) 413 Equity earnings from consolidated subsidiaries 774 398 263 493 (1,928 ) — Other Net foreign currency gain/(loss) 1,221 — — (103 ) (904 ) 214 Other, including other income from affiliates 330 — 41 123 (448 ) 46 Interest expense (308 ) (94 ) (158 ) (583 ) 458 (685 ) Earnings before income taxes 2,095 333 145 2,915 (2,881 ) 2,607 Income tax expense (109 ) 15 — (596 ) 106 (584 ) Earnings 1,986 348 145 2,319 (2,775 ) 2,023 Earnings attributable to noncontrolling interests and redeemable noncontrolling interests — — — — (37 ) (37 ) Earnings attributable to controlling interests 1,986 348 145 2,319 (2,812 ) 1,986 Preference share dividends (95 ) — — — — (95 ) Earnings attributable to common shareholders 1,891 348 145 2,319 (2,812 ) 1,891 Earnings 1,986 348 145 2,319 (2,775 ) 2,023 Total other comprehensive income/(loss) (1,278 ) (16 ) 15 (720 ) 671 (1,328 ) Comprehensive income 708 332 160 1,599 (2,104 ) 695 Comprehensive loss attributable to noncontrolling interests — — — — 13 13 Comprehensive income attributable to controlling interests 708 332 160 1,599 (2,091 ) 708 Condensed Consolidating Statements of Earnings and Comprehensive Income for the three months ended March 31, 2018 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Operating revenues Commodity sales — — — 7,268 — 7,268 Gas distribution sales — — — 1,926 — 1,926 Transportation and other services — — — 3,532 — 3,532 Total operating revenues — — — 12,726 — 12,726 Operating Expenses Commodity costs — — — 6,997 — 6,997 Gas distribution costs — — — 1,324 — 1,324 Operating and administrative 67 1 4 1,569 — 1,641 Depreciation and amortization 14 — — 810 — 824 Impairment of long-lived assets — — — 1,062 — 1,062 Total operating expenses 81 1 4 11,762 — 11,848 Operating income/(loss) (81 ) (1 ) (4 ) 964 — 878 Income from equity investments 17 34 — 300 (16 ) 335 Equity earnings from consolidated subsidiaries 707 551 203 608 (2,069 ) — Other Net foreign currency gain/(loss) (199 ) 2 — (58 ) 70 (185 ) Other, including other income/(expense) from affiliates 246 1 30 39 (251 ) 65 Interest expense (243 ) (72 ) (136 ) (479 ) 274 (656 ) Earnings before income taxes 447 515 93 1,374 (1,992 ) 437 Income tax recovery/(expense) 87 — — (23 ) 9 73 Earnings 534 515 93 1,351 (1,983 ) 510 Earnings attributable to noncontrolling interests and redeemable noncontrolling interests — — — — 24 24 Earnings attributable to controlling interests 534 515 93 1,351 (1,959 ) 534 Preference share dividends (89 ) — — — — (89 ) Earnings attributable to common shareholders 445 515 93 1,351 (1,959 ) 445 Earnings 534 515 93 1,351 (1,983 ) 510 Total other comprehensive income 1,302 19 8 253 (109 ) 1,473 Comprehensive income 1,836 534 101 1,604 (2,092 ) 1,983 Comprehensive income attributable to noncontrolling interests — — — — (147 ) (147 ) Comprehensive income attributable to controlling interests 1,836 534 101 1,604 (2,239 ) 1,836 Condensed Consolidating Statements of Financial Position as at March 31, 2019 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Assets Current assets Cash and cash equivalents — 5 7 690 — 702 Restricted cash 9 — — 46 — 55 Accounts receivable and other 283 1 — 6,202 — 6,486 Accounts receivable from affiliates 586 — 31 79 (604 ) 92 Short-term loans receivable from affiliates 3,527 — 3,838 5,871 (13,236 ) — Inventory — — — 1,047 — 1,047 4,405 6 3,876 13,935 (13,840 ) 8,382 Property, plant and equipment, net 166 — — 93,709 — 93,875 Long-term loans receivable from affiliates 26,504 73 2,472 15,524 (44,573 ) — Investments in subsidiaries 78,271 19,741 6,209 15,032 (119,253 ) — Long-term investments 4,619 961 — 14,890 (3,568 ) 16,902 Restricted long-term investments — — — 356 — 356 Deferred amounts and other assets 1,491 1 8 9,412 (1,407 ) 9,505 Intangible assets, net 219 — — 2,082 — 2,301 Goodwill — — — 33,895 — 33,895 Deferred income taxes 744 — — 220 328 1,292 Total assets 116,419 20,782 12,565 199,055 (182,313 ) 166,508 Liabilities and equity Current liabilities Short-term borrowings — — — 870 — 870 Accounts payable and other 756 19 14 6,552 (10 ) 7,331 Accounts payable to affiliates 935 509 80 (891 ) (603 ) 30 Interest payable 227 25 92 229 — 573 Short-term loans payable to affiliates 426 2,985 2,458 7,367 (13,236 ) — Current portion of long-term debt 2,979 — 668 674 — 4,321 5,323 3,538 3,312 14,801 (13,849 ) 13,125 Long-term debt 23,519 5,095 4,565 27,501 — 60,680 Other long-term liabilities 2,145 8 22 8,276 (1,407 ) 9,044 Long-term loans payable to affiliates 15,076 — 1,470 28,027 (44,573 ) — Deferred income taxes — 304 — 13,821 (4,385 ) 9,740 46,063 8,945 9,369 92,426 (64,214 ) 92,589 Equity Controlling interests 1 70,356 11,837 3,196 106,629 (121,713 ) 70,305 Noncontrolling interests — — — — 3,614 3,614 70,356 11,837 3,196 106,629 (118,099 ) 73,919 Total liabilities and equity 116,419 20,782 12,565 199,055 (182,313 ) 166,508 1 Equity attributable to controlling interests for parent issuer and guarantor excludes reciprocal shareholding balance included within consolidating and elimination adjustments. Condensed Consolidating Statements of Financial Position as at December 31, 2018 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Assets Current assets Cash and cash equivalents — 16 — 502 — 518 Restricted cash 9 — — 110 — 119 Accounts receivable and other 283 15 8 6,211 — 6,517 Accounts receivable from affiliates 726 — 13 (142 ) (518 ) 79 Short-term loans receivable from affiliates 3,943 — 3,689 653 (8,285 ) — Inventory — — — 1,339 — 1,339 4,961 31 3,710 8,673 (8,803 ) 8,572 Property, plant and equipment, net 140 — — 94,400 — 94,540 Long-term loans receivable from affiliates 10,318 73 2,539 1,344 (14,274 ) — Investments in subsidiaries 78,474 19,777 6,363 15,567 (120,181 ) — Long-term investments 4,561 987 — 14,841 (3,682 ) 16,707 Restricted long-term investments — — — 323 — 323 Deferred amounts and other assets 1,700 9 17 8,558 (1,726 ) 8,558 Intangible assets, net 234 — — 2,138 — 2,372 Goodwill — — — 34,459 — 34,459 Deferred income taxes 817 — — 229 328 1,374 Total assets 101,205 20,877 12,629 180,532 (148,338 ) 166,905 Liabilities and equity Current liabilities Short-term borrowings — — — 1,024 — 1,024 Accounts payable and other 2,742 7 34 7,086 (6 ) 9,863 Accounts payable to affiliates 946 233 56 (677 ) (518 ) 40 Interest payable 283 56 105 225 — 669 Short-term loans payable to affiliates 426 682 — 7,177 (8,285 ) — Current portion of long-term debt 1,853 — 683 723 — 3,259 6,250 978 878 15,558 (8,809 ) 14,855 Long-term debt 22,893 7,276 6,943 23,215 — 60,327 Other long-term liabilities 2,428 2 30 8,100 (1,726 ) 8,834 Long-term loans payable to affiliates 76 — 1,502 12,696 (14,274 ) — Deferred income taxes — 331 — 13,523 (4,400 ) 9,454 31,647 8,587 9,353 73,092 (29,209 ) 93,470 Equity Controlling interests 1 69,558 12,290 3,276 107,440 (123,094 ) 69,470 Noncontrolling interests — — — — 3,965 3,965 69,558 12,290 3,276 107,440 (119,129 ) 73,435 Total liabilities and equity 101,205 20,877 12,629 180,532 (148,338 ) 166,905 1 Equity attributable to controlling interests for parent issuer and guarantor excludes reciprocal shareholding balance included within consolidating and elimination adjustments. Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Net cash provided by/(used in) operating activities (415 ) 232 (1,418 ) 4,566 (789 ) 2,176 Investing activities Capital expenditures (24 ) — — (1,588 ) — (1,612 ) Long-term investments and restricted long-term investments — (2 ) — (563 ) — (565 ) Distributions from equity investments in excess of cumulative earnings — 7 536 132 (536 ) 139 Additions to intangible assets (16 ) — — (10 ) — (26 ) Affiliate loans, net — — — (84 ) — (84 ) Contributions to subsidiaries (2,331 ) — — — 2,331 — Return of share capital from subsidiaries 3,121 — — — (3,121 ) — Advances to affiliates (19,908 ) — (618 ) (21,542 ) 42,068 — Repayment of advances to affiliates 3,996 — 382 1,638 (6,016 ) — Net cash provided by/(used in) investing activities (15,162 ) 5 300 (22,017 ) 34,726 (2,148 ) Financing activities Net change in short-term borrowings — — — (154 ) — (154 ) Net change in commercial paper and credit facility draws 2,312 (2,010 ) — 2,471 — 2,773 Debenture and term note issues, net of issue costs — — — 1,195 — 1,195 Debenture and term note repayments (300 ) — (1,189 ) (300 ) — (1,789 ) Contributions from noncontrolling interests — — — — 3 3 Distributions to noncontrolling interests — — — — (46 ) (46 ) Contributions from parents — — — 2,331 (2,331 ) — Distributions to parents — (505 ) (162 ) (3,822 ) 4,489 — Redemption of preferred shares — — — (300 ) — (300 ) Common shares issued 18 — — — — 18 Preference share dividends (90 ) — — — — (90 ) Common share dividends (1,513 ) — — 27 — (1,486 ) Advances from affiliates 15,150 3,498 2,894 20,526 (42,068 ) — Repayment of advances from affiliates — (1,226 ) (412 ) (4,378 ) 6,016 — Other — (5 ) (6 ) (14 ) — (25 ) Net cash (used in)/provided by financing activities 15,577 (248 ) 1,125 17,582 (33,937 ) 99 Effect of translation of foreign denominated cash and cash equivalents and restricted cash — — — (7 ) — (7 ) Net increase/(decrease) in cash and cash equivalents and restricted cash — (11 ) 7 124 — 120 Cash and cash equivalents and restricted cash at beginning of period 9 16 — 612 — 637 Cash and cash equivalents and restricted cash at end of period 9 5 7 736 — 757 Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2018 Parent Issuer and Guarantor Subsidiary Issuer and Guarantor - SEP Subsidiary Issuer and Guarantor - EEP Subsidiary Non-Guarantors Consolidating and elimination adjustments Consolidated - Enbridge (millions of Canadian dollars) Net cash (used in)/provided by operating activities (135 ) 803 (331 ) 3,224 (367 ) 3,194 Investing activities Capital expenditures (5 ) — — (1,630 ) — (1,635 ) Long-term investments and restricted long-term investments (16 ) (5 ) — (217 ) 16 (222 ) Distributions from equity investments in excess of cumulative earnings 336 15 488 42 (824 ) 57 Additions to intangible assets (6 ) — — (252 ) — (258 ) Affiliate loans, net — — — (10 ) — (10 ) Contributions to subsidiaries (69 ) (77 ) (5 ) — 151 — Advances to affiliates (401 ) — (496 ) (2,233 ) 3,130 — Repayment of advances to affiliates — 506 548 1,890 (2,944 ) — Net cash (used in)/provided by investing activities (161 ) 439 535 (2,410 ) (471 ) (2,068 ) Financing activities Net change in short-term borrowings — — — (443 ) — (443 ) Net change in commercial paper and credit facility draws (105 ) (756 ) (218 ) 614 — (465 ) Debenture and term note issues, net of issue costs 1,080 — — 981 — 2,061 Debenture and term note repayments — — — (996 ) — (996 ) Debt extinguishment costs — — — (63 ) — (63 ) Contributions from noncontrolling interests — — — — 8 8 Distributions to noncontrolling interests — — — — (209 ) (209 ) Contributions from redeemable noncontrolling interests — — — — 20 20 Distributions to redeemable noncontrolling interests — — — — (84 ) (84 ) Contributions from parents — — — 151 (151 ) — Distributions to parents — (453 ) (163 ) (824 ) 1,440 — Common shares issued 13 — — — — 13 Preference share dividends (87 ) — — — — (87 ) Common share dividends (764 ) — — — — (764 ) Advances from affiliates 209 — 2,024 897 (3,130 ) — Repayment of advances from affiliates (43 ) — (1,847 ) (1,054 ) 2,944 — Net cash provided by/(used in) financing activities 303 (1,209 ) (204 ) (737 ) 838 (1,009 ) Effect of translation of foreign denominated cash and cash equivalents and restricted cash — — — 19 — 19 Net increase in cash and cash equivalents and restricted cash 7 33 — 96 — 136 Cash and cash equivalents and restricted cash at beginning of period 2 14 — 571 — 587 Cash and cash equivalents and restricted cash at end of period 9 47 — 667 — 723 |