Enbridge Inc 10-Q for FY2025 Q1
Enbridge Inc (ENB)
10-Q
2025-05-09
For: 2025-03-31
View Original
Added on
April 05, 2026
About this 10-Q
Enbridge Inc filed this 10-Q on May 9, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 18.5B CAD
- up 67.6% from 11.04B CAD a year earlier
- Net income
- 2.36B CAD
- up 56.3% from net income of 1.51B CAD a year earlier
- Diluted EPS
- 1.03 CAD
- up 53.7% from 0.67 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended March 31, 2025
OR
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 001-15254
_______________________________
(Exact Name of Registrant as Specified in Its Charter) | ||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(403 ) 231-3900
(Registrant’s Telephone Number, Including Area Code)
_______________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
| 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 2,180,284,527 common shares outstanding as at May 2, 2025.
| PART I | PAGE | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
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GLOSSARY
| "we", "our", "us" and "Enbridge" | Enbridge Inc. | ||||
| AOCI | Accumulated other comprehensive income/(loss) | ||||
| DAPL | Dakota Access Pipeline | ||||
| EBITDA | Earnings before interest, income taxes and depreciation and amortization | ||||
| EEP | Enbridge Energy Partners, L.P. | ||||
| EIS | Environmental Impact Statement | ||||
| Enbridge Gas Ontario | Enbridge Gas Inc. | ||||
| EOG | The East Ohio Gas Company | ||||
| Exchange Act | United States Securities Exchange Act of 1934, as amended | ||||
| OCI | Other comprehensive income/(loss) | ||||
| OEB | Ontario Energy Board | ||||
| SEP | Spectra Energy Partners, LP | ||||
| the Band | the Bad River Band of the Lake Superior Tribe of Chippewa Indians | ||||
| the Court | the US District Court for the Western District of Wisconsin | ||||
| the District Court | the US Court for the District of Columbia | ||||
| the Partnerships | Spectra Energy Partners, LP and Enbridge Energy Partners, L.P. | ||||
| the Reservation | the Bad River Reservation | ||||
| Tomorrow RNG | Six Morrow Renewables operating landfill gas-to-renewable natural gas production facilities | ||||
| US | United States of America | ||||
| US District Court | the US District Court in the Western District of Michigan | ||||
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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" or "$" are to Canadian dollars and all references to "US$" are to United States (US) dollars. All amounts are provided on a before-tax basis, unless otherwise stated.
FORWARD-LOOKING INFORMATION
Forward-looking information, or forward-looking statements, have been included in this 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), liquefied natural gas (LNG), renewable natural gas (RNG) and renewable energy; energy transition and lower-carbon energy, and our approach thereto; environmental, social and 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, Gas Distribution and Storage and Renewable Power Generation businesses; the characteristics, anticipated benefits, financing and timing of our acquisitions, dispositions and other transactions, including the anticipated benefits of the acquisitions of three US gas utilities (Gas Utilities) from Dominion Energy, Inc. (the Acquisitions); expected future actions of regulators and courts, government trade policies, including possible impacts of potential and announced tariffs, duties, fees, economic sanctions, or other trade measures and the timing and impact thereof; expected costs, benefits and in-service dates related to announced projects and projects under construction; expected capital expenditures; investable capacity and capital allocation priorities; 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; our ability to successfully integrate the Gas Utilities; expected closing of acquisitions, dispositions and other transactions and the timing thereof; toll and rate cases discussions and proceedings and anticipated outcomes, timelines and impacts therefrom, including those relating to the Gas Transmission and Gas Distribution and 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 expected supply of, demand for, export of and prices of crude oil, natural gas, NGL, LNG, RNG and renewable energy; anticipated utilization of assets; exchange rates; inflation; interest rates; tariffs and trade policies; availability and price of labor and construction materials; the stability of our supply chain; operational reliability; maintenance of support and regulatory approvals for our projects and transactions; anticipated in-service dates; weather; the timing, terms and closing of acquisitions, dispositions and other transactions; the realization of anticipated benefits of transactions, including the Acquisitions; 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 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, RNG 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, interest rates and tariffs impact the economies and business environments in
4
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. 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; the impact of weather and customer, government, court and regulatory approvals on construction and in-service schedules and cost recovery regimes.
Our forward-looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic priorities; operating performance; legislative and regulatory parameters; litigation; acquisitions, dispositions and other transactions and the realization of anticipated benefits therefrom (including the anticipated benefits from the Acquisitions); evolving government trade policies, including potential and announced tariffs, duties, fees, economic sanctions or other trade measures; operational 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 and 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 US 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 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.sedarplus.ca or www.sec.gov.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF EARNINGS
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (unaudited; millions of Canadian dollars, except per share amounts) | |||||||||||||||||
| Operating revenues | |||||||||||||||||
| Commodity sales | |||||||||||||||||
| Gas distribution sales | |||||||||||||||||
| Transportation and other services | |||||||||||||||||
Total operating revenues (Note 3) | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Commodity costs | |||||||||||||||||
| Gas distribution costs | |||||||||||||||||
| Operating and administrative | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Income from equity investments | |||||||||||||||||
Other income/(expense) (Note 11) | ( | ||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||
| Earnings before income taxes | |||||||||||||||||
Income tax expense | ( | ( | |||||||||||||||
| Earnings | |||||||||||||||||
| Earnings attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Earnings attributable to controlling interests | |||||||||||||||||
| Preference share dividends | ( | ( | |||||||||||||||
| Earnings attributable to common shareholders | |||||||||||||||||
Earnings per common share attributable to common shareholders (Note 5) | |||||||||||||||||
Diluted earnings per common share attributable to common shareholders (Note 5) | |||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (unaudited; millions of Canadian dollars) | |||||||||||||||||
| Earnings | |||||||||||||||||
| Other comprehensive income/(loss), net of tax | |||||||||||||||||
| Change in unrealized gain/(loss) on cash flow hedges | ( | ||||||||||||||||
| Change in unrealized loss on net investment hedges | ( | ( | |||||||||||||||
| Other comprehensive income/(loss) from equity investees and other investments | ( | ||||||||||||||||
| Excluded components of fair value hedges | |||||||||||||||||
| Reclassification to earnings of loss on cash flow hedges | |||||||||||||||||
| Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts | ( | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Comprehensive income | |||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Comprehensive income attributable to controlling interests | |||||||||||||||||
| Preference share dividends | ( | ( | |||||||||||||||
| Comprehensive income attributable to common shareholders | |||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (unaudited; millions of Canadian dollars, except per share amounts) | |||||||||||||||||
| Preference shares | |||||||||||||||||
| Balance at beginning and end of period | |||||||||||||||||
| Common shares | |||||||||||||||||
| Balance at beginning of period | |||||||||||||||||
| Shares issued on exercise of stock options | |||||||||||||||||
| Shares issued on vesting of restricted stock units (RSU), net of tax | |||||||||||||||||
| Balance at end of period | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Balance at beginning of period | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Stock options exercised | ( | ( | |||||||||||||||
| Vested RSUs | ( | ( | |||||||||||||||
| Balance at end of period | |||||||||||||||||
| Deficit | |||||||||||||||||
| Balance at beginning of period | ( | ( | |||||||||||||||
| Earnings attributable to controlling interests | |||||||||||||||||
| Preference share dividends | ( | ( | |||||||||||||||
| Balance at end of period | ( | ( | |||||||||||||||
Accumulated other comprehensive income (Note 8) | |||||||||||||||||
| Balance at beginning of period | |||||||||||||||||
| Other comprehensive income attributable to common shareholders, net of tax | |||||||||||||||||
| Balance at end of period | |||||||||||||||||
| Total Enbridge Inc. shareholders’ equity | |||||||||||||||||
| Noncontrolling interests | |||||||||||||||||
| Balance at beginning of period | |||||||||||||||||
| Earnings attributable to noncontrolling interests | |||||||||||||||||
| Other comprehensive income attributable to noncontrolling interests, net of tax | |||||||||||||||||
| Change in unrealized gain on cash flow hedges | |||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||
| Distributions | ( | ( | |||||||||||||||
| Contributions | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Balance at end of period | |||||||||||||||||
| Total equity | |||||||||||||||||
| Dividends paid per common share | |||||||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| (unaudited; millions of Canadian dollars) | ||||||||
| Operating activities | ||||||||
| Earnings | ||||||||
| Adjustments to reconcile earnings to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Deferred income tax expense | ||||||||
Unrealized derivative fair value loss/(gain), net (Note 9) | ( | |||||||
| Income from equity investments | ( | ( | ||||||
| Distributions from equity investments | ||||||||
| Other | ||||||||
| Changes in operating assets and liabilities | ( | ( | ||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Capital expenditures | ( | ( | ||||||
| Long-term, restricted and other investments | ( | ( | ||||||
| Distributions from equity investments in excess of cumulative earnings | ||||||||
| Additions to intangible assets | ( | ( | ||||||
Acquisitions | ( | |||||||
Proceeds from disposition of equity investments | ||||||||
| Other | ( | ( | ||||||
| Net cash used in investing activities | ( | ( | ||||||
| Financing activities | ||||||||
| Net change in short-term borrowings | ( | |||||||
| Net change in commercial paper and credit facility draws | ||||||||
| Debenture and term note issues, net of issue costs | ||||||||
| Debenture and term note repayments | ( | ( | ||||||
| Contributions from noncontrolling interests | ||||||||
| Distributions to noncontrolling interests | ( | ( | ||||||
| Common shares issued, net of issue costs | ||||||||
| Preference share dividends | ( | ( | ||||||
| Common share dividends | ( | ( | ||||||
| Net change in affiliate loans | ||||||||
| Other | ( | ( | ||||||
| Net cash used in financing activities | ( | ( | ||||||
Effect of translation of foreign denominated cash and cash equivalents and restricted cash | ||||||||
| Net change in cash and cash equivalents and restricted cash | ( | |||||||
Cash and cash equivalents and restricted cash at beginning of period1 | ||||||||
Cash and cash equivalents and restricted cash at end of period1 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
1As at March 31, 2025 and December 31, 2024, long-term restricted cash of $109 million (March 31, 2024 - nil ) and $105 million (December 31, 2023 - nil ), respectively, was included in Restricted long-term investments and cash in the Consolidated Statements of Financial Position.
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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| March 31, 2025 | December 31, 2024 | |||||||
| (unaudited; millions of Canadian dollars; number of shares in millions) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Trade receivables and unbilled revenues | ||||||||
| Accounts receivable from affiliates | ||||||||
| Inventory | ||||||||
| Property, plant and equipment, net | ||||||||
| Long-term investments | ||||||||
Restricted long-term investments and cash (Note 9) | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred income taxes | ||||||||
| Total assets | ||||||||
| Liabilities and equity | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | ||||||||
| Trade payables and accrued liabilities | ||||||||
| Accounts payable to affiliates | ||||||||
| Interest payable | ||||||||
| Current portion of long-term debt | ||||||||
| Long-term debt | ||||||||
| Deferred income taxes | ||||||||
Contingencies (Note 12) | ||||||||
| Equity | ||||||||
| Share capital | ||||||||
| Preference shares | ||||||||
Common shares ( | ||||||||
| Additional paid-in capital | ||||||||
| Deficit | ( | ( | ||||||
Accumulated other comprehensive income (Note 8) | ||||||||
| Total Enbridge Inc. shareholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total liabilities and equity | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
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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, 2024. 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, 2024. 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 POLICIES
FUTURE ACCOUNTING POLICY CHANGES
Income Tax Disclosures
Accounting Standards Update (ASU) 2023-09 was issued in December 2023 to improve income tax disclosures by requiring specified categories in the annual rate reconciliation that meet quantitative thresholds and further disaggregation on income taxes paid by jurisdiction. ASU 2023-09 is effective January 1, 2025 and should be applied prospectively, with retrospective application being permitted. The effects of the new standard on the presentation of our income tax note disclosures will be reflected in our December 31, 2025 annual consolidated financial statements.
Disaggregation of Income Statement Expenses
ASU 2024-03 was issued in November 2024 to improve financial reporting by requiring entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU requires entities to disclose 1) the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, (e) depreciation, depletion and amortization recognized as part of oil and gas producing activities, (f) expense reimbursements included in a relevant expense caption, and (g) selling expenses, and 2) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective January 1, 2027, with interim period disclosure requirements effective after January 1, 2028 and can be applied either prospectively or retrospectively. We are currently assessing the impact of the new standard on our annual disclosures for the year ending December 31, 2027 and on our interim disclosures beginning in 2028.
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3. REVENUE
Change in Revenue Classification
To better align the classification of revenues resulting from our acquisitions of the United States (US) Gas Utilities (Note 6), we have made adjustments to Gas distribution sales and Transportation and other services revenues. Revenues generated from customers who procure their own gas but use our distribution system for delivery to the end use location have been reclassified to Gas distribution sales revenue from Transportation and other services revenue on the Consolidated Statements of Earnings and reclassified to Gas distribution sales from Transportation revenue in the Revenue from Contracts with Customers tables below. Our prior period comparable results have been recast to reflect the change in revenue classification. This change did not have an impact on our Total operating revenues.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Major Products and Services
| Three months ended March 31, 2025 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Eliminations and Other | Consolidated | ||||||||||||||
| (millions of Canadian dollars) | ||||||||||||||||||||
| Transportation revenue | ||||||||||||||||||||
| Storage and other revenue | ||||||||||||||||||||
| Gas distribution revenue | ||||||||||||||||||||
| Electricity revenue | ||||||||||||||||||||
Commodity sales | ||||||||||||||||||||
Total revenue from contracts with customers | ||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||
Other revenue1,2 | ( | |||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||
| Total revenue | ||||||||||||||||||||
| Three months ended March 31, 2024 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Eliminations and Other | Consolidated | ||||||||||||||
| (millions of Canadian dollars) | ||||||||||||||||||||
Transportation revenue3 | ||||||||||||||||||||
| Storage and other revenue | ||||||||||||||||||||
Gas distribution revenue3 | ||||||||||||||||||||
| Electricity revenue | ||||||||||||||||||||
Commodity sales | ||||||||||||||||||||
Total revenue from contracts with customers | ||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||
Other revenue1,2 | ||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||
| Total revenue | ||||||||||||||||||||
1Includes realized and unrealized gains and losses from our hedging program which for the three months ended March 31, 2025 were a net $99 million gain (2024 - $22 million loss).
2Includes revenues from lease contracts for the three months ended March 31, 2025 and 2024 of $158 million and $140 million, respectively.
3These balances reflect a transfer from Transportation revenue to Gas distribution sales of $258
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.
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Contract Balances
| Contract Receivables | Contract Assets | Contract Liabilities | |||||||||
| (millions of Canadian dollars) | |||||||||||
| Balance as at March 31, 2025 | |||||||||||
| Balance as at December 31, 2024 | |||||||||||
Contract receivables represent the amount of receivables derived from contracts with customers.
Contract assets represent the amount of revenues which has 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 months ended March 31, 2025 included in contract liabilities at the beginning of the period were $245 million. Increases in contract liabilities from cash received, net of amounts recognized as revenues, during the three months ended March 31, 2025 were $142 million.
Performance Obligations
There were no material revenues recognized in the three months ended March 31, 2025 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 is $62.8 billion, of which $7.9 billion and $8.1 billion are expected to be recognized during the remaining nine months ending December 31, 2025 and the year ending December 31, 2026, respectively.
The revenues excluded from the amounts above based on optional exemptions available under Accounting Standards Codification (ASC) 606, as explained below, represent a significant portion of our overall revenues and revenues from contracts with customers. Certain revenues such as flow-through operating costs charged to shippers are recognized at the amount for which we have the right to invoice our customers and are excluded from the amounts 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.
13
Recognition and Measurement of Revenues
| Three months ended March 31, 2025 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Consolidated | ||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
Revenues from products transferred at a point in time | |||||||||||||||||
Revenues from products and services transferred over time1 | |||||||||||||||||
Total revenue from contracts with customers | |||||||||||||||||
| Three months ended March 31, 2024 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Consolidated | ||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Revenues from products transferred at a point in time | |||||||||||||||||
Revenues from products and services transferred over time1 | |||||||||||||||||
| Total revenue from contracts with customers | |||||||||||||||||
1Revenue 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. SEGMENTED INFORMATION
| Three months ended March 31, 2025 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Total Reportable Segments | ||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
Operating revenues1 | |||||||||||||||||
| Commodity and gas distribution costs | ( | ( | ( | ( | |||||||||||||
| Operating and administrative | ( | ( | ( | ( | ( | ||||||||||||
| Income from equity investments | |||||||||||||||||
Other income | |||||||||||||||||
| Earnings before interest, income taxes and depreciation and amortization | |||||||||||||||||
| Eliminations and Other | |||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Earnings before income taxes | |||||||||||||||||
| Three months ended March 31, 2024 | Liquids Pipelines | Gas Transmission | Gas Distribution and Storage | Renewable Power Generation | Total Reportable Segments | ||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
Operating revenues1 | |||||||||||||||||
| Commodity and gas distribution costs | ( | ( | ( | ( | ( | ||||||||||||
| Operating and administrative | ( | ( | ( | ( | ( | ||||||||||||
| Income from equity investments | |||||||||||||||||
Other income | |||||||||||||||||
| Earnings before interest, income taxes and depreciation and amortization | |||||||||||||||||
| Eliminations and Other | ( | ||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Earnings before income taxes | |||||||||||||||||
1Refer to Note 3 - Revenue for a reconciliation of segment Operating revenues to the Consolidated Statements of Earnings.
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Capital Expenditures1
| Three months ended March 31, | 2025 | 2024 | ||||||
| (millions of Canadian dollars) | ||||||||
| Liquids Pipelines | ||||||||
| Gas Transmission | ||||||||
| Gas Distribution and Storage | ||||||||
| Renewable Power Generation | ||||||||
| Eliminations and Other | ||||||||
1Includes the equity component of the allowance for funds used during construction.
Property, Plant and Equipment
| March 31, 2025 | December 31, 2024 | |||||||
| (millions of Canadian dollars) | ||||||||
| Liquids Pipelines | ||||||||
| Gas Transmission | ||||||||
| Gas Distribution and Storage | ||||||||
| Renewable Power Generation | ||||||||
| Eliminations and Other | ||||||||
5. 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.
DILUTED
The treasury stock method is used to determine the dilutive impact of stock options and share-settled RSUs. This method assumes any proceeds from the exercise of stock options and vesting of share-settled 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 common share are as follows:
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (number of shares in millions) | |||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||
| Effect of dilutive options and RSUs | |||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||
For the three months ended March 31, 2025 and 2024, 3.1 million and 23.0 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $60.45 and $52.97 , respectively, were excluded from the diluted earnings per common share calculation.
15
DIVIDENDS PER SHARE
The Board of Directors has declared the following quarterly dividends. All dividends are payable on June 1, 2025 to shareholders of record on May 15, 2025.
| Dividend per share | |||||
| Common Shares | $ | ||||
| Preference Shares, Series A | $ | ||||
| Preference Shares, Series B | $ | ||||
| Preference Shares, Series D | $ | ||||
| Preference Shares, Series F | $ | ||||
Preference Shares, Series G1 | $ | ||||
| Preference Shares, Series H | $ | ||||
Preference Shares, Series I2 | $ | ||||
| Preference Shares, Series L | US$ | ||||
| Preference Shares, Series N | $ | ||||
Preference Shares, Series P | $ | ||||
Preference Shares, Series R | $ | ||||
| Preference Shares, Series 1 | US$ | ||||
| Preference Shares, Series 3 | $ | ||||
Preference Shares, Series 43 | $ | ||||
Preference Shares, Series 5 | US$ | ||||
Preference Shares, Series 7 | $ | ||||
| Preference Shares, Series 9 | $ | ||||
Preference Shares, Series 114 | $ | ||||
| Preference Shares, Series 13 | $ | ||||
Preference Shares, Series 15 | $ | ||||
| Preference Shares, Series 19 | $ | ||||
1The quarterly dividend per share paid on Preference Shares, Series G was decreased to $0.34468 from $0.37911 on March 1, 2025 due to reset on a quarterly basis.
2The quarterly dividend per share paid on Preference Shares, Series I was decreased to $0.32011 from $0.35507 on March 1, 2025 due to reset on a quarterly basis.
3The quarterly dividend per share paid on Preference Shares, Series 4 was decreased to $0.33649 from $0.37110 on March 1, 2025 due to reset on a quarterly basis.
4The quarterly dividend per share paid on Preference Shares, Series 11 was increased to $0.34231 from $0.24613 on March 1, 2025 due to reset of the annual dividend on March 1, 2025.
16
6. ACQUISITIONS
BUSINESS COMBINATIONS
We accounted for each of the acquisitions discussed below using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurement, acquired assets and assumed liabilities are recorded at their estimated fair values as at the date of acquisition.
The fair values of regulatory assets and liabilities, which are subject to rate-setting and cost recovery mechanisms under ASC 980 Regulated Operations, are equal to their carrying values at acquisition. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator's actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded at acquisition.
The East Ohio Gas Company
On March 6, 2024, through a wholly-owned US subsidiary, we acquired all of the outstanding shares of capital stock of The East Ohio Gas Company (EOG) for cash consideration of $5.8 billion (US$4.3 billion) (the EOG Acquisition). EOG is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Ohio and is regulated by the Public Utilities Commission of Ohio. Subsequent to its acquisition, EOG conducts business as Enbridge Gas Ohio.
The EOG Acquisition further diversifies, and is complementary to, our existing gas distribution business.
The following table summarizes the estimated fair values that were assigned to the net assets of EOG:
March 6, 20241 | |||||
| (millions of Canadian dollars) | |||||
| Fair value of net assets acquired: | |||||
| Current assets (a) | |||||
| Property, plant and equipment (b) | |||||
| Long-term assets (c) | |||||
| Current liabilities | |||||
| Long-term debt (d) | |||||
| Other long-term liabilities (e) | |||||
| Deferred income tax liabilities | |||||
| Goodwill (f) | |||||
| Purchase price: | |||||
| Cash | |||||
1 In the fourth quarter of 2024, immaterial adjustments were made to the EOG Acquisition purchase price allocation.
a) Current assets consist primarily of trade and other accounts receivable, prepaid expenses, regulatory assets and inventory. The fair value of trade receivables from customers approximates their carrying value of $379 million due to the short period to maturity. A provision of $3 million for expected credit loss associated with accounts receivable has been recorded.
b) EOG's property, plant and equipment constitutes an integrated system of rate-regulated natural gas transmission, gathering, distribution and storage assets. For these rate-regulated assets, fair value was determined using a market participant perspective. Given the regulated nature of, and fixed return on the assets, the fair value of property, plant and equipment acquired is equal to its carrying value.
c) Long-term assets consist primarily of overfunded pension plan assets of $367 million and $1.2 billion of regulatory assets expected to be recovered from customers in future periods through rates.
17
Pension plan assets attributable to the workforce acquired from EOG were transferred in cash to an Enbridge-sponsored pension plan based on their fair value as at March 6, 2024. The fair value of plan assets was determined using unadjusted quoted market prices for identical investments.
d) The fair value of long-term debt was determined based on the current underlying US Treasury interest rates on instruments of similar credit risk and tenor, as well as an implied credit spread based on current market conditions. We recorded a fair value adjustment to reduce long-term debt by $478 million with no corresponding regulatory offset.
e) Other long-term liabilities consist primarily of regulatory liabilities expected to be refunded to customers in future periods through rates.
f) Goodwill is primarily attributable to the existing assembled assets and workforce of EOG that cannot be duplicated at the same cost by a new entrant and the enhanced scale and geographic diversity of our regulated natural gas distribution business, which provides a platform for future growth and optimization with existing assets. The goodwill balance recognized has been assigned to our Gas Distribution and Storage segment and is not tax deductible.
Upon completion of the EOG Acquisition, we began consolidating EOG. For the period beginning March 6, 2024 through to March 31, 2024, EOG generated $105 million of operating revenues and $25 million of earnings attributable to common shareholders.
Our supplemental pro forma consolidated financial information for the three months ended March 31, 2024, including the results of operations for EOG as if the EOG Acquisition had been completed on January 1, 2023, was as follows:
| Three months ended March 31, | 2024 | ||||||||||||||||
| (unaudited; millions of Canadian dollars) | |||||||||||||||||
| Operating revenues | |||||||||||||||||
| Earnings attributable to common shareholders | |||||||||||||||||
Acquisition of RNG Facilities
On January 2, 2024, through a wholly-owned US subsidiary, we acquired six Morrow Renewables operating landfill gas-to-renewable natural gas (RNG) production facilities (Tomorrow RNG) located in Texas and Arkansas for total consideration of $1.3 billion (US$1.0 billion), of which $584 million (US$439 million) was paid at close and an additional deferred consideration is payable within two years with a fair value of $757 million (US$568 million) (the RNG Facilities Acquisition). The acquired assets align with and advance our lower-carbon strategy.
18
The following table summarizes the estimated fair values that were assigned to the net assets of Tomorrow RNG:
| January 2, 2024 | |||||
| (millions of Canadian dollars) | |||||
| Fair value of net assets acquired: | |||||
| Current assets | |||||
| Intangible assets (a) | |||||
| Property, plant and equipment (b) | |||||
| Current liabilities | |||||
| Goodwill (c) | |||||
| Purchase price: | |||||
| Cash | |||||
| Deferred consideration (d): | |||||
| Current portion of long-term debt | |||||
| Long-term debt | |||||
| Other adjustments | |||||
a) Intangible assets consist of long-term gas supply agreements with the respective facility's landfill owner. Fair value was determined using an income-based approach, specifically the multi-period excess earnings method, by estimating the present value of the after-tax cash flows attributable to the gas rights. The intangible assets will be amortized on a straight-line basis over the term of the respective agreement, inclusive of extension options, which range from 13 to 42 years (approximately nine years to the next extension period on a weighted-average basis).
b) Tomorrow RNG's property, plant and equipment constitutes specialized landfill gas plant and equipment which collects gas produced by waste decomposition, treats and compresses the gas to pipeline specifications. The direct method of replacement cost was used to determine the majority of the fair value of property, plant and equipment. Adjustments were then applied for estimated physical deterioration.
c) Goodwill is primarily attributable to expected future returns from a portfolio of both operating and scalable RNG assets, furthering the diversity of our renewable projects portfolio and accelerating progress toward our energy transition goals. The goodwill balance recognized has been assigned to our Gas Transmission segment and is tax deductible over 15 years.
d) We entered into six non-interest bearing promissory notes due to Morrow Renewables, the total value of which represents deferred payments of $808 million (US$606 million) due within two years . The first payment was made on January 2, 2025 and the second payment is due on December 31, 2025. The $757 million (US$568 million) recognized in the purchase price represents the fair value of deferred consideration at the date of acquisition using the imputed interest rate method over the terms of the notes.
Upon completion of the RNG Facilities Acquisition, we began consolidating Tomorrow RNG. For the period beginning January 2, 2024 through to March 31, 2024, operating revenues and earnings attributable to common shareholders generated by Tomorrow RNG were immaterial. The impact to our supplemental pro forma consolidated operating revenues and earnings attributable to common shareholders for the three months ended March 31, 2024, as if the RNG Facilities Acquisition had been completed on January 1, 2023, was also immaterial.
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7. DEBT
CREDIT FACILITIES
The following table provides details of our committed credit facilities as at March 31, 2025:
Maturity1 | Total Facilities | Draws2 | Available | |||||||||||
| (millions of Canadian dollars) | ||||||||||||||
| Enbridge Inc. | 2025-2049 | |||||||||||||
| Enbridge (U.S.) Inc. | 2026-2029 | |||||||||||||
| Enbridge Pipelines Inc. | 2026 | |||||||||||||
| Enbridge Gas Inc. | 2026 | |||||||||||||
| Total committed credit facilities | ||||||||||||||
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.
In addition to the committed credit facilities noted above, we maintain $1.5 billion of uncommitted demand letter of credit facilities, of which $882 million was unutilized as at March 31, 2025. As at December 31, 2024, we had $1.4 billion of uncommitted demand letter of credit facilities, of which $931 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 our commercial paper programs and we have the option to extend such facilities, which are currently scheduled to mature from 2025 to 2049.
As at March 31, 2025 and December 31, 2024, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $11.2 billion and $10.3 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 three months ended March 31, 2025, we completed the following long-term debt issuances totaling $2.8 billion:
| Company | Issue Date | Principal Amount | ||||||||||||
| (millions of Canadian dollars, unless otherwise stated) | ||||||||||||||
| Enbridge Inc. | ||||||||||||||
| February 2025 | Floating rate medium-term notes due February 20281 | $ | ||||||||||||
| February 2025 | medium-term notes due February 2028 | $ | ||||||||||||
| February 2025 | medium-term notes due February 2030 | $ | ||||||||||||
| February 2025 | medium-term notes due February 2035 | $ | ||||||||||||
| February 2025 | medium-term notes due August 2054 | $ | ||||||||||||
1Notes carry an interest rate set to equal the Canadian Overnight Repo Rate Average plus a margin of 85 basis points.
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LONG-TERM DEBT REPAYMENTS
During the three months ended March 31, 2025, we completed the following long-term debt repayments totaling US$1.9 billion, and $0.1 billion:
| Company | Repayment Date | Principal Amount | ||||||||||||
| (millions of Canadian dollars, unless otherwise stated) | ||||||||||||||
| Enbridge Inc. | ||||||||||||||
| January 2025 | senior notes | US$ | ||||||||||||
| February 2025 | senior notes | US$ | ||||||||||||
| Enbridge Pipelines Inc. | ||||||||||||||
| February 2025 | medium-term notes1 | $ | ||||||||||||
| Spectra Energy Partners, LP | ||||||||||||||
| March 2025 | senior notes | US$ | ||||||||||||
| Enbridge Holdings (Tomorrow RNG), LLC | ||||||||||||||
| January 2025 | senior notes | US$ | ||||||||||||
| January 2025 | senior notes | US$ | ||||||||||||
| January 2025 | senior notes | US$ | ||||||||||||
1The notes carried an original maturity date in July 2112.
SUBORDINATED TERM NOTES
As at March 31, 2025 and December 31, 2024, our fixed-to-floating rate and fixed-to-fixed rate subordinated term notes had a principal value of $15.5
FAIR VALUE ADJUSTMENT
As at March 31, 2025 and December 31, 2024, the fair value adjustments to decrease total debt assumed in a historical acquisition were $465 million and $468 million, respectively.
DEBT COVENANTS
Our credit facility agreements and term debt indentures include standard events of default and covenant provisions whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at March 31, 2025, we were in compliance with all such debt covenant provisions.
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8. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME
Changes in Accumulated other comprehensive income (AOCI) attributable to our common shareholders for the three months ended March 31, 2025 and 2024 are as follows:
| Cash Flow Hedges | Excluded Components of Fair Value Hedges | Net Investment Hedges | Cumulative Translation Adjustment | Equity Investees and Other Investments | Pension and OPEB Adjustment | Total | |||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||||||||
| Balance as at January 1, 2025 | ( | ( | |||||||||||||||||||||
Other comprehensive income/(loss) retained in AOCI | ( | ( | ( | — | |||||||||||||||||||
Other comprehensive (income)/loss reclassified to earnings | |||||||||||||||||||||||
Interest rate contracts1 | — | — | — | — | — | ||||||||||||||||||
Foreign exchange contracts2 | — | — | — | — | — | ||||||||||||||||||
Amortization of pension and OPEB actuarial gain3 | — | — | — | — | — | ( | ( | ||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||
| Tax impact | |||||||||||||||||||||||
Income tax on amounts retained in AOCI | — | — | — | — | |||||||||||||||||||
Income tax on amounts reclassified to earnings | ( | ( | — | — | — | ( | |||||||||||||||||
| ( | |||||||||||||||||||||||
| Balance as at March 31, 2025 | ( | ( | |||||||||||||||||||||
| Cash Flow Hedges | Excluded Components of Fair Value Hedges | Net Investment Hedges | Cumulative Translation Adjustment | Equity Investees and Other Investments | Pension and OPEB Adjustment | Total | |||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||||||||
| Balance as at January 1, 2024 | ( | ( | |||||||||||||||||||||
Other comprehensive income/(loss) retained in AOCI | ( | ( | ( | — | |||||||||||||||||||
Other comprehensive (income)/loss reclassified to earnings | |||||||||||||||||||||||
Foreign exchange contracts2 | — | — | — | — | — | ||||||||||||||||||
Amortization of pension and OPEB actuarial gain3 | — | — | — | — | — | ( | ( | ||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||
| Tax impact | |||||||||||||||||||||||
Income tax on amounts retained in AOCI | ( | — | — | — | — | ( | |||||||||||||||||
Income tax on amounts reclassified to earnings | ( | — | — | — | ( | ||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Balance as at March 31, 2024 | ( | ( | |||||||||||||||||||||
1Reported within Interest expense in the Consolidated Statements of Earnings.
2Reported within Interest expense and Other income/(expense) in the Consolidated Statements of Earnings.
3These components are included in the computation of net periodic benefit credit and are reported within Other income/(expense) in the Consolidated Statements of Earnings.
22
9. 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 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 US dollar-denominated investments and subsidiaries using US dollar-denominated debt.
Interest Rate Risk
Our earnings, cash flows and OCI are exposed to short-term interest rate variability due to the regular repricing of our variable rate debt, primarily commercial paper. We have a policy of limiting the maximum floating rate debt to 30 % of total debt outstanding. To ensure compliance with our policy, we monitor and adjust our debt portfolio mix of fixed and variable rate debt instruments in conjunction with the use of derivative instruments. We have implemented a program to partially mitigate the impact of short-term interest rate volatility on interest expense via the execution of floating-to-fixed interest rate swaps and costless collars. These swaps have an average fixed rate of 3.5 %.
Our earnings and cash flows are also exposed to variability in longer term interest rates ahead of anticipated fixed rate term debt issuances. A combination of qualifying and non-qualifying 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 forecasted term debt issuances via execution of floating-to-fixed interest rate swaps with an average swap rate of 3.6 %.
Commodity Price Risk
Our earnings, cash flows and OCI 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 marketing 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 outstanding units every period.
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TOTAL DERIVATIVE INSTRUMENTS
We 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 in those circumstances.
The following tables summarize 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.
| March 31, 2025 | 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) | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Interest rate contracts | ( | ||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Interest rate contracts | ( | ||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | ( | |||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ( | |||||||||||||||||||
| Commodity contracts | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | ||||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ( | |||||||||||||||||||
| Commodity contracts | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Total net derivative asset/(liability) | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | — | ( | ||||||||||||||||||
| Interest rate contracts | ( | ( | ( | — | ( | ||||||||||||||||||
| Commodity contracts | ( | ( | — | ( | |||||||||||||||||||
| ( | ( | ( | ( | — | ( | ||||||||||||||||||
24
| December 31, 2024 | 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) | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Interest rate contracts | ( | ||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||
| Other contracts | |||||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Interest rate contracts | ( | ||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | ( | |||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ( | |||||||||||||||||||
| Commodity contracts | ( | ( | ( | ||||||||||||||||||||
| ( | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | ||||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ||||||||||||||||||||
| Commodity contracts | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Total net derivative asset/(liability) | |||||||||||||||||||||||
| Foreign exchange contracts | ( | ( | — | ( | |||||||||||||||||||
| Interest rate contracts | ( | — | |||||||||||||||||||||
| Commodity contracts | ( | ( | — | ( | |||||||||||||||||||
| Other contracts | — | ||||||||||||||||||||||
| ( | ( | ( | — | ( | |||||||||||||||||||
The following table summarizes the maturity and notional principal or quantity outstanding related to our derivative instruments:
| March 31, 2025 | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||
Foreign exchange contracts - US dollar forwards - purchase (millions of US dollars) | ||||||||||||||||||||||||||
Foreign exchange contracts - US dollar forwards - sell (millions of US dollars) | ||||||||||||||||||||||||||
Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP) | ||||||||||||||||||||||||||
Foreign exchange contracts - Euro forwards - sell (millions of Euro) | ||||||||||||||||||||||||||
Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen) | ||||||||||||||||||||||||||
Interest rate contracts - short-term pay fixed rate (millions of Canadian dollars) | ||||||||||||||||||||||||||
Interest rate contracts - long-term pay fixed rate (millions of Canadian dollars)1 | ||||||||||||||||||||||||||
Interest rate contracts - costless collar (millions of Canadian dollars) | ||||||||||||||||||||||||||
Commodity contracts - natural gas (billions of cubic feet)2 | ||||||||||||||||||||||||||
Commodity contracts - crude oil (millions of barrels)2 | ( | |||||||||||||||||||||||||
Commodity contracts - power (megawatt per hour (MW/H)) | 3 | |||||||||||||||||||||||||
1Represents the notional amount of long-term debt issuances hedged.
2Represents the notional amount of net purchase/(sale).
3Total is an average net purchase/(sale) of power.
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Derivatives Designated as Fair Value Hedges
The following table presents foreign exchange derivative instruments that are designated and qualify as fair value hedges. The realized and unrealized gain or loss on the derivative is included in 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 Other income/(expense) in the Consolidated Statements of Earnings. Any excluded components are included in the Consolidated Statements of Comprehensive Income.
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Unrealized loss on derivative | ( | ( | |||||||||||||||
| Unrealized gain on hedged item | |||||||||||||||||
| Realized gain on derivative | |||||||||||||||||
| Realized loss on hedged item | ( | ( | |||||||||||||||
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 comprehensive income, before the effect of income taxes:
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Amount of unrealized gain/(loss) recognized in OCI | |||||||||||||||||
Cash flow hedges | |||||||||||||||||
Interest rate contracts | ( | ||||||||||||||||
Commodity contracts | |||||||||||||||||
Other contracts | |||||||||||||||||
Fair value hedges | |||||||||||||||||
Foreign exchange contracts | ( | ( | |||||||||||||||
| ( | |||||||||||||||||
| Amount of loss reclassified from AOCI to earnings | |||||||||||||||||
Foreign exchange contracts1 | |||||||||||||||||
Interest rate contracts2 | |||||||||||||||||
1Reported within Interest expense and Other income/(expense) in the Consolidated Statements of Earnings.
2Reported within Interest expense in the Consolidated Statements of Earnings.
We estimate that a gain of $2 million from AOCI related to cash flow hedges will be reclassified to earnings in the next 12 months. Actual amounts reclassified to earnings depend on the foreign exchange rates, interest rates and commodity prices in effect when derivative contracts that are currently outstanding mature. For all forecasted transactions, the maximum term over which we are hedging exposures to the variability of cash flows is two years as at March 31, 2025.
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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 March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
Foreign exchange contracts1 | ( | ||||||||||||||||
Interest rate contracts2 | ( | ||||||||||||||||
Commodity contracts3 | ( | ||||||||||||||||
Other contracts4 | ( | ( | |||||||||||||||
Total unrealized derivative fair value gain/(loss), net | ( | ||||||||||||||||
1Reported within Other income/(expense) in the Consolidated Statements of Earnings.
2Reported within Interest expense in the Consolidated Statements of Earnings.
3For the respective three months ended periods, reported within Transportation and other services revenues (2025 - $86 million gain; 2024 - $35 million loss), Commodity sales (2025 - $24 million loss; 2024 - $37 million loss), Commodity costs (2025 - $70 million gain; 2024 - $23 million gain) and Operating and administrative expense (2025 - $2 million loss; 2024 - $18 million loss) 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. 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 were in compliance with all the terms and conditions of our committed credit facility agreements and term debt indentures as at March 31, 2025. As a result, all credit facilities are available to us and the banks are obligated to fund us under the terms of the facilities. We also identify other potential sources of debt and equity funding alternatives, including reinstatement of our dividend reinvestment and share purchase plan or at-the-market equity issuances.
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, contractual requirements and netting arrangements. We also review counterparty credit exposure using external credit rating services and other analytical tools to manage credit risk.
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We have credit concentrations and credit exposure, with respect to derivative instruments, in the following counterparty segments:
| March 31, 2025 | December 31, 2024 | |||||||
| (millions of Canadian dollars) | ||||||||
| Canadian financial institutions | ||||||||
| US financial institutions | ||||||||
| European financial institutions | ||||||||
| Asian financial institutions | ||||||||
Other1 | ||||||||
1Other is comprised of commodity clearing house and crude oil, natural gas and power counterparties.
As at March 31, 2025, 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
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 counterparty credit ratings and netting arrangements. Within the Gas Distribution and Storage segment, credit risk is mitigated by the utility's large and diversified customer base and the ability to recover 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 derivatives 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.
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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. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1. 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, and investments in exchange-traded funds held by our captive insurance subsidiaries. We also hold restricted long-term investments in exchange-traded funds and common shares in trusts in accordance with the CER's regulatory requirements under the Land Matters Consultation Initiative (LMCI) and to cover future pipeline decommissioning costs in the state of Minnesota.
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-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 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's 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, physical forward commodity contracts, as well as options. 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.
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Fair Value of Derivatives
We have categorized our derivative assets and liabilities measured at fair value as follows:
| March 31, 2025 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments | ||||||||||
| (millions of Canadian dollars) | ||||||||||||||
| Financial assets | ||||||||||||||
| Current derivative assets | ||||||||||||||
| Foreign exchange contracts | ||||||||||||||
| Interest rate contracts | ||||||||||||||
| Commodity contracts | ||||||||||||||
| Long-term derivative assets | ||||||||||||||
| Foreign exchange contracts | ||||||||||||||
| Interest rate contracts | ||||||||||||||
| Commodity contracts | ||||||||||||||
| Financial liabilities | ||||||||||||||
| Current derivative liabilities | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ( | ( | ||||||||||||
| Commodity contracts | ( | ( | ( | ( | ||||||||||
| ( | ( | ( | ( | |||||||||||
| Long-term derivative liabilities | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ( | ( | ||||||||||||
| Commodity contracts | ( | ( | ( | |||||||||||
| ( | ( | ( | ||||||||||||
| Total net financial asset/(liability) | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ( | ( | ||||||||||||
| Commodity contracts | ( | ( | ( | |||||||||||
| ( | ( | ( | ||||||||||||
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| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments | ||||||||||
| (millions of Canadian dollars) | ||||||||||||||
| Financial assets | ||||||||||||||
| Current derivative assets | ||||||||||||||
| Foreign exchange contracts | ||||||||||||||
| Interest rate contracts | ||||||||||||||
| Commodity contracts | ||||||||||||||
| Other contracts | ||||||||||||||
| Long-term derivative assets | ||||||||||||||
| Foreign exchange contracts | ||||||||||||||
| Interest rate contracts | ||||||||||||||
| Commodity contracts | ||||||||||||||
| Financial liabilities | ||||||||||||||
| Current derivative liabilities | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ( | ( | ||||||||||||
| Commodity contracts | ( | ( | ( | ( | ||||||||||
| ( | ( | ( | ( | |||||||||||
| Long-term derivative liabilities | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ( | ( | ||||||||||||
| Commodity contracts | ( | ( | ( | ( | ||||||||||
| ( | ( | ( | ( | |||||||||||
| Total net financial asset/(liability) | ||||||||||||||
| Foreign exchange contracts | ( | ( | ||||||||||||
| Interest rate contracts | ||||||||||||||
| Commodity contracts | ( | ( | ( | ( | ||||||||||
| Other contracts | ||||||||||||||
| ( | ( | ( | ( | |||||||||||
The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments were as follows:
| March 31, 2025 | Fair Value | Unobservable Input | Minimum Price/Volatility | Maximum Price/ Volatility | Weighted Average Price/Volatility | Unit of Measurement | ||||||||||||||
| (fair value in millions of Canadian dollars) | ||||||||||||||||||||
Commodity contracts - financial1 | ||||||||||||||||||||
Natural gas | Forward gas price | $/mmbtu2 | ||||||||||||||||||
Crude | ( | Forward crude price | $/barrel | |||||||||||||||||
Power | ( | Forward power price | $/MW/H | |||||||||||||||||
Commodity contracts - physical1 | ||||||||||||||||||||
Natural gas | ( | Forward gas price | $/mmbtu2 | |||||||||||||||||
Crude | Forward crude price | $/barrel | ||||||||||||||||||
| Power | ( | Forward power price | $/MW/H | |||||||||||||||||
Commodity options3 | ||||||||||||||||||||
| Natural gas | Forward gas price | $/mmbtu2 | ||||||||||||||||||
| Price volatility | ||||||||||||||||||||
1Financial and physical forward commodity contracts are valued using a market approach valuation technique.
2One million British thermal units (mmbtu).
3Commodity options contracts are valued using an option model valuation technique.
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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 the net fair value of derivative assets and liabilities classified as Level 3 in the fair value hierarchy were as follows:
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| (millions of Canadian dollars) | ||||||||
| Level 3 net derivative liability at beginning of period | ( | ( | ||||||
| Total gain/(loss), unrealized | ||||||||
Included in earnings1 | ( | |||||||
Included in OCI | ||||||||
| Included in regulatory assets/liabilities | ( | |||||||
| Settlements | ||||||||
| Level 3 net derivative asset/(liability) at end of period | ( | |||||||
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 March 31, 2025 or December 31, 2024.
Net Investment Hedges
We currently have designated a portion of our US dollar-denominated debt as a hedge of our net investment in US dollar-denominated investments and subsidiaries.
During the three months ended March 31, 2025 and 2024, we recognized unrealized foreign exchange gains of $47 million and losses of $377 million, respectively, on the translation of US dollar-denominated debt, in OCI. During the three months ended March 31, 2025 and 2024, we recognized realized losses of $81 million and nil , respectively, associated with the settlement of US dollar-denominated debt that had matured during the 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 $186 million and $187 million as at March 31, 2025 and December 31, 2024, respectively.
As at March 31, 2025, we had investments with a fair value of $1,065 million included in Restricted long-term investments and cash in the Consolidated Statements of Financial Position (December 31, 2024 - $998 million) which are classified as available-for-sale. During the three months ended March 31, 2025, we purchased and sold $103 million and $77 million of restricted long-term investments, respectively (2024 - purchases of $36 million and sales of $10 million). The net cash flow impact is presented in Cash Flows from Investing Activities in the Consolidated Statements of Cash Flows. These securities represent restricted funds held in trust for the purpose of funding pipeline abandonment in accordance with the regulatory requirements of the Canada Energy Regulator, to cover future pipeline decommissioning costs in the state of Minnesota and to satisfy retirement obligations as Wexpro properties are abandoned.
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We had restricted long-term investments and cash held in trust totaling $529 million as at March 31, 2025 which are classified as Level 1 in the fair value hierarchy (December 31, 2024 - $491 million). We also had restricted long-term investments held in trust totaling $536 million (cost basis - $558 million) and $507 million (cost basis - $540 million) as at March 31, 2025 and December 31, 2024, respectively, which are classified as Level 2 in the fair value hierarchy. There were unrealized holding gains of $16 million on these investments for the three months ended March 31, 2025 (2024 - losses of $13 million).
We have wholly-owned captive insurance subsidiaries whose principal activity is providing insurance and reinsurance coverage for certain insurable property and casualty risk exposures of our operating subsidiaries and certain equity investments. As at March 31, 2025, the fair value of investments in equity funds and debt securities held by our captive insurance subsidiaries was $nil and $1.1 billion, respectively (December 31, 2024 - $114 million and $1.1 billion, respectively). Our investments in debt securities had a cost basis of $1.1 billion as at March 31, 2025 (December 31, 2024 - $1.1 billion). 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 and Long-term investments in the Consolidated Statements of Financial Position. There were unrealized holding gains of $1 million for the three months ended March 31, 2025, (2024 - gains of $16 million).
As at March 31, 2025 and December 31, 2024, our long-term debt including finance lease liabilities had a carrying value of $102.7 billion and $101.6 billion, respectively, before debt issuance costs and a fair value of $101.4 billion and $98.9 billion, respectively.
The fair value of financial assets and liabilities other than derivative instruments, certain long-term investments in other entities, restricted long-term investments, investments held by our captive insurance subsidiaries and long-term debt described above approximate their carrying value due to the short period to maturity.
10. INCOME TAXES
The effective income tax rates for the three months ended March 31, 2025 and 2024 were 21.9 % and 19.8 %, respectively.
The period-over-period increase in the effective income tax rate is due to the effects of rate-regulated accounting for income taxes, a state apportionment income tax rate change benefit in the prior period due to the EOG Acquisition, partially offset by higher US Investment Tax Credits, relative to higher earnings.
11. OTHER INCOME/(EXPENSE)
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Realized foreign currency gain/(loss) | ( | ||||||||||||||||
| Unrealized foreign currency gain/(loss) | ( | ||||||||||||||||
| Net defined pension and OPEB credit | |||||||||||||||||
| Other | |||||||||||||||||
| ( | |||||||||||||||||
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12. CONTINGENCIES
LITIGATION
We and our subsidiaries are subject 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, which requires 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. Our insurance coverage is also 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 cases, 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.
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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, 2024.
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
GAS TRANSMISSION RATE PROCEEDINGS
Algonquin
Algonquin Gas Transmission, LLC (Algonquin) filed a rate case on May 30, 2024 and a settlement in principle was reached with customers in December 2024. A Stipulation and Agreement was approved by the Federal Energy Regulatory Commission (FERC) on April 25, 2025 with rates effective December 1, 2024.
Maritimes & Northeast Pipeline
Maritimes & Northeast Pipeline (M&N) US filed a rate case on May 30, 2024 and a settlement in principle was reached with customers in December 2024. A Stipulation and Agreement was approved by the FERC on April 25, 2025 with rates effective January 1, 2025.
GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS
Enbridge Gas Ontario
In October 2022, Enbridge Gas Inc. (Enbridge Gas Ontario) filed its application with the Ontario Energy Board (OEB) to establish a 2024 through 2028 Incentive Regulation (IR) rate setting framework. The application initially sought 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 (Phase 2) to be used for the remainder of the IR term (2025–2028). A third phase (Phase 3) was established with the OEB in 2023. Phase 3 will address cost allocation and the harmonization of rates and rate classes and is anticipated to be completed in 2025.
35
In December 2023, the OEB issued its Decision and Order on Phase 1 (Phase 1 Decision). Enbridge Gas Ontario filed a motion requesting the OEB review and vary the Phase 1 Decision with respect to two aspects: asset class average useful lives for depreciation purposes and the recoverability of integration capital. In October 2024, the OEB issued a decision on Enbridge Gas Ontario's motion and determined that only the issue of integration capital met the threshold to warrant a review. In April 2025 the OEB issued a decision denying Enbridge Gas Ontario's motion to vary the Phase 1 Decision which had disallowed recoverability of undepreciated integration capital. In January 2024, Enbridge Gas Ontario also filed a Notice of Appeal with the Ontario Divisional Court regarding various aspects of the Phase 1 Decision, followed by its written submissions in March 2025. The OEB and any other intervening parties have 60 days to file their responding factums, after which the Ontario Divisional Court will schedule an oral hearing.
In November 2024, the OEB issued its Decision approving the Phase 2 Partial Settlement Proposal (Phase 2 Settlement). The Phase 2 Settlement establishes a price cap IR rate setting mechanism to be used for determining rates for 2025-2028. The price cap mechanism includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that requires Enbridge Gas Ontario to share equally with customers any earnings in excess of 100 basis points over the allowed return on equity (ROE), and 90% of any earnings in excess of 300 basis points over the allowed ROE. Issues not addressed as part of the Phase 2 Settlement proceeded to hearing in December 2024 and a decision is expected in the second quarter of 2025.
In March 2025, the OEB released its decision in the Generic Cost of Capital proceeding. The OEB determined that Enbridge Gas Ontario’s equity thickness would remain at 38% as approved in the Phase 1 Rebasing decision. The OEB also revised the formula for calculating ROE by reducing flotation costs by 25 basis points. The new formula will be implemented at the next rebasing proceeding.
Enbridge Gas Ohio
In October 2023, Enbridge Gas Ohio filed its base rate case and schedules with the Ohio Commission. Enbridge Gas Ohio proposed a non-fuel, base rate annual revenue increase of $212 million, projected to be effective January 2025. The base rate increase was proposed to recover the significant investment in distribution infrastructure for the benefit of Ohio customers. The proposed rates would have provided for an ROE of 10.40% compared to the currently authorized ROE of 10.38%. In addition, Enbridge Gas Ohio requested approval for an alternative rate plan for the continuation and modification of certain programs, including Pipeline Infrastructure Replacement and Capital Expenditure Program. On December 18, 2024, Enbridge Gas Ohio filed a Notice of Intent to Modify Filed Positions. The Notice of Intent indicated a willingness to accept a reduced annual revenue requirement increase (from $212 million to $60 million) and, if the reduced position were adopted, to forgo filing a new base rate case until October 31, 2027. The hearing began on January 13, 2025 and was completed in February 2025. Enbridge Gas Ohio filed initial briefs on March 26, 2025 and reply briefs were filed on April 30, 2025. An order is expected in the third quarter of 2025.
Enbridge Gas North Carolina
On April 1, 2025, Enbridge Gas North Carolina filed its first rate review and adjustment since 2021 with the North Carolina Utilities Commission. This rate case aims to reflect the costs of delivering natural gas to customers and recover investments in infrastructure to support service reliability and customer growth. Enbridge Gas North Carolina is proposing a 12% increase to its residential natural gas rates.
Enbridge Gas Utah
On May 1, 2025, Enbridge Gas Utah filed its first rate review and adjustment since 2022 with the Utah Public Service Commission. This rate case aims to reflect the costs of delivering natural gas to customers and recover investments in infrastructure to support service reliability and customer growth. Enbridge Gas Utah is proposing a 9.5% increase to its residential natural gas rates.
36
FINANCING UPDATE
On February 25, 2025, Enbridge Pipelines Inc. redeemed below par all of the outstanding $100 million 4.10% medium-term notes that carried an original maturity date in July 2112.
In February 2025, we closed a five-tranche offering consisting of three-year floating medium-term notes, three-year medium-term notes, five-year medium-term notes, 10-year medium-term notes, and re-opened existing 30-year medium-term notes for an aggregate principal amount of $2.8 billion, which mature in February 2028, February 2028, February 2030, February 2035, and August 2054, respectively.
These financing activities, in combination with the financing activities executed in 2024, 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 March 31, 2025, after adjusting for the impact of floating-to-fixed interest rate swap hedges, approximately 8% of our total debt is exposed to floating rates. Refer to Part I. Item 1. Financial Statements - Note 9 - Risk Management and Financial Instruments for more information on our interest rate hedging program.
RESULTS OF OPERATIONS
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars, except per share amounts) | |||||||||||||||||
Segment earnings/(loss) before interest, income taxes and depreciation and amortization1 | |||||||||||||||||
Liquids Pipelines | 2,593 | 2,404 | |||||||||||||||
| Gas Transmission | 1,473 | 1,265 | |||||||||||||||
Gas Distribution and Storage | 1,600 | 765 | |||||||||||||||
Renewable Power Generation | 223 | 257 | |||||||||||||||
Eliminations and Other | 40 | (642) | |||||||||||||||
Earnings before interest, income taxes and depreciation and amortization1 | 5,929 | 4,049 | |||||||||||||||
Depreciation and amortization | (1,408) | (1,193) | |||||||||||||||
| Interest expense | (1,334) | (905) | |||||||||||||||
Income tax expense | (697) | (386) | |||||||||||||||
Earnings attributable to noncontrolling interests | (126) | (53) | |||||||||||||||
| Preference share dividends | (103) | (93) | |||||||||||||||
Earnings attributable to common shareholders | 2,261 | 1,419 | |||||||||||||||
| Earnings per common share attributable to common shareholders | 1.04 | 0.67 | |||||||||||||||
| Diluted earnings per common share attributable to common shareholders | 1.03 | 0.67 | |||||||||||||||
1Non-GAAP financial measure. Refer to Non-GAAP and Other Financial Measures.
37
EARNINGS ATTRIBUTABLE TO COMMON SHAREHOLDERS
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
Earnings attributable to common shareholders were positively impacted by $554 million due to certain infrequent or other non-operating factors, primarily explained by the following:
•a non-cash, net unrealized derivative fair value loss of $17 million ($13 million after-tax) in 2025, compared with a net unrealized loss of $677 million ($518 million after-tax) in 2024, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange, interest rate and commodity price risks;
•the absence in 2025 of severance costs of $105 million ($79 million after-tax) as a result of a workforce reduction in February 2024;
•equity investment income of $87 million ($65 million after-tax) from our investment in DCP Midstream, LP (DCP), as a result of DCP's disposition of certain pipeline assets; and
•a $27 million gain ($25 million after-tax) on disposition of our interest in the East-West Tie Limited Partnership (East-West Tie); partially offset by
•a $139 million realized loss and a $105 million unrealized gain (together resulted in a $26 million loss after-tax) from a hedge settlement in our Renewable Power Generation segment. Earnings attributable to noncontrolling interests of $72 million ($55 million after-tax) was recognized as a result of accounting for the settlement under the hypothetical liquidation at book value method.
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, interest rate 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 $288 million increase in earnings attributable to common shareholders is primarily explained by:
•contributions from Enbridge Gas Ohio, Enbridge Gas Utah, and Enbridge Gas North Carolina in our Gas Distribution and Storage segment;
•positive earnings impact in Enbridge Gas Ontario due to colder weather in 2025 compared to a negative impact in 2024 in our Gas Distribution and Storage segment;
•higher contributions from our Liquids Pipelines segment due to stronger Mainline and Line 9 performance and higher equity earnings due to a litigation settlement;
•higher contributions from our Gas Transmission segment primarily due to favorable contracting in our US Gas Transmission assets, and the recognition of increased revenue attributable to Algonquin and Texas Eastern rate case settlements; and
•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2025, compared to the same period in 2024.
The factors above were partially offset by:
•higher interest expense primarily due to higher average debt balances principal outstanding;
•higher depreciation and amortization expense mainly driven by a full quarter ownership of the Gas Utilities;
•higher income tax expense driven by higher earnings;
•higher realized foreign exchange losses on hedge settlements in Eliminations and Other;
•the absence of contributions from Alliance Pipeline and Aux Sable in our Gas Transmission segment due to the sale of our interests in these investments in April 2024; and
•lower contributions from the Gulf Coast and Mid-Continent System in our Liquids Pipelines segment due to lower volumes on the Flanagan South and Spearhead Pipelines.
38
BUSINESS SEGMENTS
LIQUIDS PIPELINES
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
Earnings before interest, income taxes and depreciation and amortization | 2,593 | 2,404 | |||||||||||||||
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
EBITDA was positively impacted by $28 million due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net unrealized gain of $6 million in 2025, compared with a net unrealized loss of $35 million in 2024, reflecting changes in the mark-to-market value of derivative financial instruments used to manage commodity price risks.
After taking into consideration the factors above, the remaining $161 million increase is primarily explained by the following significant business factors:
•higher Mainline and Line 9 contributions due to higher throughput;
•equity earnings attributable to a litigation settlement; and
•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2025, compared to the same period in 2024; partially offset by
•lower contributions from the Gulf Coast and Mid-Continent System due to lower volumes on the Flanagan South Pipeline and Spearhead Pipeline.
GAS TRANSMISSION
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Earnings before interest, income taxes and depreciation and amortization | 1,473 | 1,265 | |||||||||||||||
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
EBITDA was positively impacted by $43 million due to certain infrequent or other non-operating factors, primarily explained by:
•equity earnings of $87 million from our investment in DCP, as a result of DCP's gain on disposition from certain pipeline assets; partially offset by
•a non-cash, net unrealized loss of $61 million in 2025, compared with a net unrealized loss of $17 million in 2024, reflecting net fair value gains and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage commodity price risks.
39
The remaining $165 million increase is primarily explained by the following significant business factors:
•favorable contracting on our US Gas Transmission assets;
•the recognition of increased revenues attributable to the Algonquin and Texas Eastern rate case settlements;
•contributions from the acquisitions of an interest in the Whistler Parent JV with WhiteWater/I Squared Capital and MPLX LP and in the Delaware Basin Residue in the second and fourth quarters of 2024, respectively, and from the Texas Eastern Venice Extension project since service commencement in late 2024; and
•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2025, compared to the same period in 2024; partially offset by
•the absence of contributions from Alliance Pipeline and Aux Sable due to the sale of our interests in these investments in April 2024.
GAS DISTRIBUTION AND STORAGE
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Earnings before interest, income taxes and depreciation and amortization | 1,600 | 765 | |||||||||||||||
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
EBITDA was positively impacted by $835 million primarily due to the following significant business factors:
•full-quarter contributions from the Gas Utilities including Enbridge Gas Ohio, Enbridge Gas Utah and Enbridge Gas North Carolina;
•When compared with the normal forecast embedded in rates, the positive impact of weather on EBITDA for Enbridge Gas Ontario was approximately $9 million in 2025 compared to a negative impact of approximately $78 million in the same period of 2024; and
•higher distribution charges resulting from increases in rates and customer base at Enbridge Gas Ontario.
RENEWABLE POWER GENERATION
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Earnings before interest, income taxes and depreciation and amortization | 223 | 257 | |||||||||||||||
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
EBITDA was positively impacted by $4 million due to certain infrequent or other non-operating factors, primarily explained by:
•a $27 million gain on the disposition of our interest in East-West Tie; partially offset by
•a realized loss of $139 million, partially offset by a non-cash, net unrealized gain of $105 million in 2025, compared with a net unrealized loss of $11 million in 2024, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks.
40
The remaining $38 million decrease is primarily explained by:
•weaker wind resources at European offshore wind facilities; partially offset by
•stronger wind resources at North American wind facilities.
ELIMINATIONS AND OTHER
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Earnings/(loss) before interest, income taxes and depreciation and amortization | 40 | (642) | |||||||||||||||
Eliminations and Other includes operating and administrative costs that are not allocated to business segments, and the impact of foreign exchange hedge settlements and the activities of our wholly-owned captive insurance subsidiaries. Eliminations and Other also includes the impact of new business development activities, corporate investments, and natural gas and power marketing and logistical services to North American refiners, producers, and other customers.
Three months ended March 31, 2025, compared with the three months ended March 31, 2024
EBITDA was positively impacted by $931 million, primarily due to certain infrequent or non-operating factors, explained by:
•a non-cash, net unrealized gain of $109 million in 2025, compared with a net unrealized loss of $722 million in 2024, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risk; and
•the absence in 2025 of severance costs of $105 million as a result of workforce reduction in February 2024.
After taking into consideration the non-operating factors above, we saw a $249 million decrease in EBITDA that is primarily explained by:
•higher realized foreign exchange losses on hedge settlements in 2025; and
•lower investment income in 2025 compared to 2024 from investing cash sources from the pre-funding of the Acquisitions.
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GROWTH PROJECTS - COMMERCIALLY SECURED PROJECTS
The following table summarizes the status of our material 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 | ||||||||||||||||||||
| 1. | Texas Eastern Modernization | 100 | % | US$0.4 billion | US$162 million | Under construction | 2025 - 2026 | |||||||||||||
| 2. | T-North Expansion (Aspen Point) | 100 | % | $1.2 billion | $325 million | Under construction | 2026 | |||||||||||||
| 3. | Tennessee Ridgeline Expansion | 100 | % | US$1.1 billion | US$237 million | Pre-construction | 2026 | |||||||||||||
| 4. | Woodfibre LNG3 | 30 | % | US$1.5 billion | US$699 million | Under construction | 2027 | |||||||||||||
| 5. | T-South Expansion (Sunrise) | 100 | % | $4.0 billion | $235 million | Pre-construction | 2028 | |||||||||||||
| 6. | T-North Expansion (Birch Grove) | 100 | % | $0.4 billion | No significant expenditures to date | Pre-construction | 2028 | |||||||||||||
| 7. | Canyon System Pipelines | 100 | % | US$0.7 billion | US$6 million | Pre-construction | 2029 | |||||||||||||
| GAS DISTRIBUTION AND STORAGE | ||||||||||||||||||||
| 8. | Moriah Energy Center4 | 100 | % | US$0.6 billion | US$252 million | Under construction | 2027 | |||||||||||||
| 9. | T-15 Reliability Project4,5 | 100 | % | US$0.7 billion | US$15 million | Pre-construction | 2027 - 2028 | |||||||||||||
| RENEWABLE POWER GENERATION | ||||||||||||||||||||
| 10. | Sequoia Solar | 100 | % | US$1.1 billion | US$469 million | Various stages | 2025 - 2026 | |||||||||||||
| 11. | Calvados Offshore Wind6 | 21.7 | % | $1.0 billion | $426 million | Under construction | 2027 | |||||||||||||
(€0.6 billion) | (€294 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 March 31, 2025.
3Our equity contribution is approximately US$0.9 billion, with the remainder financed through non-recourse project level debt. Capital cost estimates will be updated in 2025, at which point Enbridge's preferred return will be set.
4Previously approved projects that were acquired by Enbridge through the acquisition of Public Service Company of North Carolina, Incorporated in the third quarter of 2024.
5Includes approved capital costs for the second phase of the project which involves installation of additional compression to add capacity and is expected to go into service in 2028.
6Our equity contribution is approximately $0.3 billion, with the remainder financed through non-recourse project level debt.
A full description of each of our material projects is provided in our annual report on Form 10-K for the year ended December 31, 2024. Significant updates that have occurred since the date of filing of our Form 10-K are discussed below.
42
GAS TRANSMISSION
•T-North Expansion (Birch Grove) - An expansion of our British Columbia (BC) Pipeline in northern BC that includes pipeline looping and ancillary station modifications to support 178 million cubic feet per day of additional capacity. The project is underpinned by a cost-of-service commercial model with a target in-service date in the third quarter of 2028. This expansion is driven by the need for natural gas producers in northeastern BC to access markets for their growing production, mainly from the prolific Montney formation.
OTHER ANNOUNCED PROJECTS UNDER DEVELOPMENT
LIQUIDS PIPELINES
Mainline System Capital Investments
On March 4, 2025, we announced plans to invest up to $2.0 billion in our Mainline System through 2028. These investments are expected to earn a return through the Mainline Tolling Settlement and will be focused on extending the service life of the underlying assets, as well as further enhancing reliability and efficiency given continuing demands on the system.
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 issuances and/or credit facility draws and the proceeds of capital market offerings to fund liabilities as they become due, finance capital expenditures and acquisitions, fund debt retirements and pay common and preference share dividends. We target to maintain sufficient liquidity through securement of committed credit facilities with a diversified group of banks and financial institutions to enable us to fund all anticipated requirements for approximately one year without accessing the capital markets.
We have signed capital obligation contracts for the purchase of services, pipe and other materials totaling approximately $3.1 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.
CAPITAL MARKET ACCESS
We ensure access to capital markets, subject to market conditions, through maintenance of shelf prospectuses that allow for issuances of long-term debt, equity and other forms of long-term capital when market conditions are attractive.
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Credit Facilities and Liquidity
To ensure ongoing liquidity and to mitigate the risk of capital market disruption, we maintain 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 March 31, 2025:
Maturity1 | Total Facilities | Draws2 | Available | |||||||||||
| (millions of Canadian dollars) | ||||||||||||||
| Enbridge Inc. | 2025-2049 | 8,874 | 6,379 | 2,495 | ||||||||||
| Enbridge (U.S.) Inc. | 2026-2029 | 10,822 | 5,144 | 5,678 | ||||||||||
| Enbridge Pipelines Inc. | 2026 | 2,000 | 540 | 1,460 | ||||||||||
| Enbridge Gas Inc. | 2026 | 2,500 | 860 | 1,640 | ||||||||||
| Total committed credit facilities | 24,196 | 12,923 | 11,273 | |||||||||||
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.
In addition to the committed credit facilities noted above, we maintain $1.5 billion of uncommitted demand letter of credit facilities, of which $882 million was unutilized as at March 31, 2025. As at December 31, 2024, we had $1.4 billion of uncommitted demand letter of credit facilities, of which $931 million was unutilized.
As at March 31, 2025, our net available liquidity totaled $13.4 billion (December 31, 2024 - $14.4 billion), consisting of available credit facilities of $11.3 billion (December 31, 2024 - $12.6 billion) and unrestricted cash and cash equivalents of $2.1 billion (December 31, 2024 - $1.8 billion) 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 were to default on payment or violate certain covenants. As at March 31, 2025, we were in compliance with all such debt covenant provisions.
LONG-TERM DEBT ISSUANCES
During the three months ended March 31, 2025, we completed the following long-term debt issuances totaling $2.8 billion:
| Company | Issue Date | Principal Amount | ||||||||||||
| (millions of Canadian dollars, unless otherwise stated) | ||||||||||||||
| Enbridge Inc. | ||||||||||||||
| February 2025 | Floating rate medium-term notes due February 20281 | $400 | ||||||||||||
| February 2025 | 3.55% | medium-term notes due February 2028 | $300 | |||||||||||
| February 2025 | 3.90% | medium-term notes due February 2030 | $800 | |||||||||||
| February 2025 | 4.56% | medium-term notes due February 2035 | $700 | |||||||||||
| February 2025 | 5.32% | medium-term notes due August 2054 | $600 | |||||||||||
1Notes carry an interest rate set to equal the Canadian Overnight Repo Rate Average plus a margin of 85 basis points.
44
LONG-TERM DEBT REPAYMENTS
During the three months ended March 31, 2025, we completed the following long-term debt repayments totaling US$1.9 billion, and $0.1 billion:
| Company | Repayment Date | Principal Amount | ||||||||||||
| (millions of Canadian dollars, unless otherwise stated) | ||||||||||||||
| Enbridge Inc. | ||||||||||||||
| January 2025 | 2.50% | senior notes | US$500 | |||||||||||
| February 2025 | 2.50% | senior notes | US$500 | |||||||||||
| Enbridge Pipelines Inc. | ||||||||||||||
| February 2025 | 4.10% | medium-term notes1 | $100 | |||||||||||
| Spectra Energy Partners, LP | ||||||||||||||
| March 2025 | 3.50% | senior notes | US$500 | |||||||||||
| Enbridge Holdings (Tomorrow RNG), LLC | ||||||||||||||
| January 2025 | 4.97% | senior notes | US$309 | |||||||||||
| January 2025 | 4.97% | senior notes | US$85 | |||||||||||
| January 2025 | 4.97% | senior notes | US$19 | |||||||||||
1The notes carried an original maturity date in July 2112.
Cash flow growth, 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 $126 million, as reported in 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 March 31, 2025 and December 31, 2024, we had positive and negative working capital positions of $0.1 billion and $2.9 billion, respectively. During the three months ended March 31, 2025, the major contributing factor to the positive working capital position was due to settlement of current liabilities, while during the year ended December 31, 2024, the major contributing factor to the negative working capital position was the current liabilities associated with our growth capital program.
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SOURCES AND USES OF CASH
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Operating activities | 3,053 | 3,151 | |||||||||||||||
| Investing activities | (1,789) | (7,792) | |||||||||||||||
| Financing activities | (950) | (120) | |||||||||||||||
Effect of translation of foreign denominated cash and cash equivalents and restricted cash | 8 | 161 | |||||||||||||||
| Net change in cash and cash equivalents and restricted cash | 322 | (4,600) | |||||||||||||||
Significant sources and uses of cash for the three months ended March 31, 2025 and 2024 are summarized below:
Operating Activities
The primary factors impacting cash provided 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 and cash receipts and payments generally. Cash provided by operating activities is also impacted by changes in earnings and certain infrequent or other non-operating factors, as discussed in Results of Operations, as well as Distributions from equity investments.
Investing Activities
Cash used in investing activities includes capital expenditures to execute our capital program, which is further described in Growth Projects - Commercially Secured Projects. The timing of project approval, construction and in-service dates impacts the timing of cash requirements. Cash used in investing activities is also impacted by acquisitions, dispositions and changes in contributions to, and distributions from, our equity investments. The decrease in cash used in investing activities period-over-period was primarily due to the acquisitions of EOG and Tomorrow RNG in 2024, which were partially offset by an increase in capital expenditures in 2025.
Financing Activities
Cash 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 normal course issuer bid. Cash used in financing activities is also impacted by changes in distributions to, and contributions from, noncontrolling interests. Factors impacting the increase in cash used in financing activities period-over-period primarily include:
•lower net commercial paper and credit facility draws in 2025 when compared to net draws during the same period in 2024; and
•increased common share dividend payments in 2025 primarily due to the increase in our common share dividend rate and a higher number of common shares outstanding.
The factors above were partially offset by:
•lower long-term debt repayments and higher long-term debt issuances in 2025 when compared to the same period in 2024; and
•net draws of short-term borrowings in 2025 when compared to net payments during the same period in 2024.
46
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) (together, 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 Guarantees
SEP Notes1 | EEP Notes2 | ||||
| 3.38% Senior Notes due 2026 | 5.88% Notes due 2025 | ||||
| 5.95% Senior Notes due 2043 | 5.95% Notes due 2033 | ||||
| 4.50% Senior Notes due 2045 | 6.30% Notes due 2034 | ||||
| 7.50% Notes due 2038 | |||||
| 5.50% Notes due 2040 | |||||
| 7.38% Notes due 2045 | |||||
1As at March 31, 2025, the aggregate outstanding principal amount of SEP notes was approximately US$1.7 billion.
2As at March 31, 2025, the aggregate outstanding principal amount of EEP notes was approximately US$2.4 billion.
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Enbridge Notes under Guarantees
USD Denominated1 | CAD Denominated2 | ||||
| 4.25% Senior Notes due 2026 | 2.44% Senior Notes due 2025 | ||||
| 1.60% Senior Notes due 2026 | 3.20% Senior Notes due 2027 | ||||
| 5.90% Senior Notes due 2026 | 5.70% Senior Notes due 2027 | ||||
| 3.70% Senior Notes due 2027 | 6.10% Senior Notes due 2028 | ||||
| 5.25% Senior Notes due 2027 | 4.90% Senior Notes due 2028 | ||||
| 6.00% Senior Notes due 2028 | 3.55% Senior Notes due 2028 | ||||
| 3.13% Senior Notes due 2029 | Floating Rate Senior Notes due 2028 | ||||
| 5.30% Senior Notes due 2029 | 2.99% Senior Notes due 2029 | ||||
| 6.20% Senior Notes due 2030 | 7.22% Senior Notes due 2030 | ||||
| 2.50% Sustainability-Linked Senior Notes due 2033 | 4.21% Senior Notes due 2030 | ||||
| 5.70% Sustainability-Linked Senior Notes due 2033 | 3.90% Senior Notes due 2030 | ||||
| 5.63% Senior Notes due 2034 | 7.20% Senior Notes due 2032 | ||||
| 4.50% Senior Notes due 2044 | 6.10% Sustainability-Linked Senior Notes due 2032 | ||||
| 5.50% Senior Notes due 2046 | 3.10% Sustainability-Linked Senior Notes due 2033 | ||||
| 4.00% Senior Notes due 2049 | 5.36% Sustainability-Linked Senior Notes due 2033 | ||||
| 3.40% Senior Notes due 2051 | 4.73% Senior Notes due 2034 | ||||
| 6.70% Senior Notes due 2053 | 5.57% Senior Notes due 2035 | ||||
| 5.95% Senior Notes due 2054 | 4.56% Senior Notes due 2035 | ||||
| 5.75% Senior Notes due 2039 | |||||
| 5.12% Senior Notes due 2040 | |||||
| 4.24% Senior Notes due 2042 | |||||
| 4.57% Senior Notes due 2044 | |||||
| 4.87% Senior Notes due 2044 | |||||
| 4.10% Senior Notes due 2051 | |||||
| 6.51% Senior Notes due 2052 | |||||
| 5.76% Senior Notes due 2053 | |||||
| 5.32% Senior Notes due 2054 | |||||
| 5.32% Senior Notes due 2054 | |||||
| 4.56% Senior Notes due 2064 | |||||
1As at March 31, 2025, the aggregate outstanding principal amount of the Enbridge US dollar-denominated notes was approximately US$16.0 billion.
2As at March 31, 2025, the aggregate outstanding principal amount of the Enbridge Canadian dollar-denominated notes was approximately $15.1 billion.
Rule 3-10 of the US 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.
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The following Summarized Combined Statement of Earnings and Summarized Combined Statements of Financial Position combines the balances of SEP, EEP, and Enbridge.
Summarized Combined Statement of Earnings
| Three months ended March 31, | 2025 | ||||
| (millions of Canadian dollars) | |||||
| Operating income | 34 | ||||
| Loss | (32) | ||||
| Loss attributable to common shareholders | (134) | ||||
Summarized Combined Statements of Financial Position
| March 31, 2025 | December 31, 2024 | ||||||||||||||||
| (millions of Canadian dollars) | |||||||||||||||||
| Cash and cash equivalents | 2,170 | 2,000 | |||||||||||||||
| Accounts receivable from affiliates | 3,891 | 3,901 | |||||||||||||||
| Short-term loans receivable from affiliates | 4,062 | 3,892 | |||||||||||||||
| Trade receivables and unbilled revenues | 5 | — | |||||||||||||||
| Other current assets | 373 | 499 | |||||||||||||||
| Long-term loans receivable from affiliates | 47,111 | 54,416 | |||||||||||||||
| Other long-term assets | 2,071 | 2,139 | |||||||||||||||
| Accounts payable to affiliates | 2,335 | 2,252 | |||||||||||||||
| Short-term loans payable to affiliates | 1,481 | 1,188 | |||||||||||||||
| Trade payables and accrued liabilities | 353 | 661 | |||||||||||||||
| Other current liabilities | 3,721 | 8,047 | |||||||||||||||
| Long-term loans payable to affiliates | 31,187 | 36,576 | |||||||||||||||
| Other long-term liabilities | 65,869 | 62,642 | |||||||||||||||
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.
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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 US 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 Agreement Between the US and Canada Concerning Transit Pipelines, 28 U.S.T. 7449 (1977) (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.
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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 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 that his final ruling on all issues would be provided soon.
On June 26, 2023, the Court issued its Final Order ruling as follows: (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 Wisconsin Relocation Project 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. On December 12, 2023, the 7th Circuit Court of Appeals requested the US to file a brief in this appeal as amicus curiae to address the effect of 1977 Transit Pipelines Treaty, and any other issues that the US believes to be material. Subsequently, the US filed its brief on April 8, 2024. As invited by the Court of Appeals, Enbridge and the Band filed their respective responses to the US amicus brief on April 29, 2024. We anticipate the Court of Appeals will issue a decision in 2025.
In March 2025, after receiving authorizations from tribal, federal, and state agencies, an erosion mitigation project was successfully installed at the Meander.
MICHIGAN LINE 5 DUAL PIPELINES - STRAITS OF MACKINAC EASEMENT
Michigan Attorney General Lawsuit
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 to Enbridge in 1953 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). 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 the shutdown of Line 5 raised important federal issues that should be heard in federal court. The AG subsequently filed various motions and appeals (opposed by Enbridge) to remand the case.
On June 17, 2024, the 6th Circuit Court of Appeals (6th Circuit) overturned the US District Court’s decision and remanded the AG's lawsuit against Enbridge back to the Circuit Court. On July 15, 2024, Enbridge filed a petition for rehearing, which was denied on August 16, 2024.
Oral argument took place before the Circuit Court judge on January 27, 2025, on cross motions for summary disposition which have been pending for almost four years. We anticipate a decision on the motions for summary disposition in 2025.
On January 13, 2025, Enbridge filed a petition for certiorari with the US Supreme Court. The petition asks the US Supreme Court to review and reverse the June 2024 decision of the 6th Circuit remanding to state court the Michigan AG’s lawsuit against Enbridge seeking to shut down Line 5.
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The AG filed a response to Enbridge’s petition and a decision from the US Supreme Court on whether to grant the petition is anticipated by the third quarter of 2025.
On April 16, 2025, the US Army Corps of Engineers Detroit District issued notice that the Line 5 Tunnel Project was eligible for and will be reviewed under the emergency/special processing procedures.
Enbridge Lawsuit
On November 24, 2020, Enbridge filed in the US District Court a Complaint for Declaratory and Injunctive Relief requesting that the US District Court enjoin the State of Michigan Officials from taking any action to prevent or impede the operation of Line 5. The Government of Canada has filed a supplemental brief reiterating that the 1977 Transit Pipelines Treaty between the US and Canada has been invoked and that the matter is of great importance to Canada. This matter remains in federal court.
In January 2022, the State of Michigan Officials filed a motion to dismiss Enbridge's Complaint and Enbridge filed a motion for summary judgment. On July 5, 2024, the US District Court issued an Order denying the State of Michigan Officials' motion to dismiss Enbridge's Complaint, and the State of Michigan Officials filed for an immediate appeal to the 6th Circuit. On August 29, 2024, the US District Court issued an Order staying the case, pending the 6th Circuit’s decision. On April 23, 2025, the 6th Circuit affirmed the District Court’s denial of the Michigan Officials’ motion to dismiss the Enbridge’s Complaint on sovereign immunity grounds.
Oral argument was held on March 18, 2025, and a decision from the 6th Circuit is anticipated by the third quarter of 2025.
DAKOTA ACCESS PIPELINE
We own an effective interest of 27.6% in the Bakken Pipeline System, which is inclusive of the Dakota Access Pipeline (DAPL). The Standing Rock Sioux Tribe and the Cheyenne River Sioux Tribe filed lawsuits in 2016 with the US Court for the District of Columbia (the District Court) contesting the lawfulness of the Army Corps easement for DAPL, including the adequacy of the Army Corps' environmental review and tribal consultation process. The Oglala Sioux and Yankton Sioux Tribes also filed lawsuits alleging similar claims in 2018.
On June 14, 2017, the District Court found the Army Corps' environmental review to be deficient and ordered the Army Corps to conduct further study concerning spill risks from DAPL.
On March 25, 2020, in response to amended complaints from the Tribes, the District Court found that the Army Corps' subsequent environmental review completed in August 2018 was also deficient and ordered the Army Corps to prepare an Environmental Impact Statement (EIS) to address unresolved controversy pertaining to potential spill impacts resulting from DAPL. On July 6, 2020, the District Court issued an Order vacating the Army Corps' easement for DAPL and ordering that the pipeline be shut down by August 5, 2020. On that day, the US Court of Appeals for the District of Columbia Circuit stayed the District Court's July 6 order to shut down and empty the pipeline.
On January 26, 2021, the US Court of Appeals affirmed the District Court's decision, holding that the Army Corps is required to prepare an EIS and that the Army Corps' easement for DAPL is vacated. The US Supreme Court subsequently denied the request of Dakota Access, LLC to review the decision that an EIS is required. The US Court of Appeals also determined that, absent an injunction proceeding, the District Court could not order DAPL's operations to cease. While not an issue before, the US Court of Appeals also recognized that the Army Corps could consider whether to allow DAPL to continue to operate in the absence of an easement. The Army Corps earlier indicated that it did not intend to exercise its authority to bar DAPL's continued operation, notwithstanding the absence of an easement.
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On September 8, 2023, the Army Corps issued its draft EIS, which assesses the impacts of DAPL under five alternative scenarios: denying the easement removing the pipeline; denying the easement and leaving the pipeline in place; granting the easement with the prior conditions (which allow for the ongoing operation, maintenance and ultimate removal of the pipeline and its related facilities); granting the easement with some new safety conditions; and rerouting the pipeline. The Army Corps did not identify a preferred alternative. The public comment period that commenced on the issuance of the draft EIS closed on December 13, 2023. The pipeline will remain operational while the environmental review process continues. The final EIS is expected to be issued in 2025.
On October 15, 2024, the Standing Rock Sioux Tribe filed a complaint in the District Court against the Army Corps, among others, seeking a permanent injunction prohibiting the continued operation of DAPL. The main allegations of the complaint are that the Army Corps is unlawfully permitting DAPL to continue to operate without an easement and without a determination under the National Environmental Policy Act, and that the Army Corps has failed to require that a compliant Facility Response Plan be submitted. Several of the claims are similar to those in the litigation described above. Dakota Access, LLC and 13 states have intervened in the case in support of the Army Corps and continued operation of DAPL. Dakota Access, LLC filed an answer to the complaint on December 19, 2024. On January 17, 2025, the defendants, Dakota Access LLC, and the 13 States filed motions to dismiss the Standing Rock Sioux Tribe’s complaint. Also on January 17, 2025, the Standing Rock Sioux Tribe filed a motion for partial summary judgment on its claims.
On March 28, 2025, the District Court granted the motion to dismiss the October 15, 2024 Complaint.
The Tribes have until May 29, 2025 to file an appeal.
OTHER LITIGATION
We and our subsidiaries are subject to various other legal and regulatory actions and proceedings which arise in the normal course of business, including interventions in regulatory proceedings and challenges to regulatory approvals and permits. 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, 2024. We believe our exposure to market risk has not changed materially since then.
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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 March 31, 2025, 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 March 31, 2025 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
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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 certain legal proceedings with recent developments.
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. We have no such proceedings to disclose in this quarterly report.
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, 2024, which could materially affect our financial condition or future results. There have been no material modifications to those risk factors, other than as set forth below.
The effects of US, Canadian and other governments' policies on tariffs and trade relations are uncertain and could significantly adversely impact our business, operations or financial results.
The announcement and imposition of tariffs by the US, together with potential, announced or implemented retaliatory tariffs by other governments on imports from the US, and other potential measures, including duties, fees, economic sanctions or other trade measures, as well as the potential impacts of these tariffs and trade measures, present significant risks to our business operations and financial results. Tariffs announced by the US (which are in addition to any pre-existing tariffs) include, among others:
•March 4, 2025: 25% tariff on Canadian goods exports and 10% on certain Canadian energy exports that are non-compliant under the United States-Mexico-Canada Agreement (USMCA);
•March 12, 2025: 25% tariff on Canadian steel and aluminum products; and
•April 2, 2025: 10% tariff on product imports from almost all countries and individualized higher tariffs on imports from dozens of countries.
Several of the US tariff announcements have been followed by announcements of limited exemptions and temporary pauses on implementation dates. In response to the US tariff announcements, certain governments have threatened or announced retaliatory measures against the US, including increased tariffs on US goods. For instance, effective March 13, 2025, the Canadian federal government imposed 25% tariffs on a list of products imported from the US. These announcements have led to significant uncertainty and market volatility during the first quarter of 2025. If maintained, such trade measures, the nature, extent and timing of which are uncertain, and the potential for escalation of trade disputes, including retaliatory measures, could lead to, among other things, worsening of macroeconomic conditions, inflationary pressures, increased construction costs, costs to maintain our assets and other costs and expenses, as well as to potential reductions in demand for Canadian energy. The measures also introduce uncertainty in North American energy and capital markets and have the potential to disrupt
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supply chains and access to capital markets and jeopardize our competitiveness. Any of the foregoing could significantly adversely impact our business, operations or financial results.
The US Government has also stated its interest in renegotiating and altering the USMCA, which could further impact the energy market and our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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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 | |||||||
| 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) | |||||||
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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: | May 9, 2025 | By: | /s/ Gregory L. Ebel | ||||||||
| Gregory L. Ebel | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | May 9, 2025 | By: | /s/ Patrick R. Murray | ||||||||
| Patrick R. Murray | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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2025 Stock Option Grant Notice ENBRIDGE INC. 2019 LONG TERM INCENTIVE PLAN FORM OF STOCK OPTION GRANT NOTICE Pursuant to the Enbridge Inc. 2019 Long Term Incentive Plan (the “Plan”), Enbridge Inc. (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Plan and the Stock Option Award Agreement, attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan. Participant: Grant Date: Grant Price per Share: Shares Subject to the Option: Final Expiration Date: Vesting and Exercise Schedule: [See Sections 2.1(a) and 2.4] By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, and acknowledges that the Company hereby advises Participant to obtain the advice of counsel prior to executing this Grant Notice. Participant fully understands and accepts all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Option. Enbridge Inc.: Participant: By: Name: Name: _ _________________ Title:
1 Exhibit A FORM OF STOCK OPTION AWARD AGREEMENT GENERAL Grant of Option. Subject to the terms and conditions of this Agreement and the Plan, the Company has granted to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), an award of Options as set forth in the Grant Notice. Nature of Award. The Options granted to Participant pursuant to the Grant Notice and this Agreement are prospective in nature such that the Award is not in respect of service rendered in a year prior to the year that includes the Grant Date. Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan. The Plan is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control. Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan. VESTING AND EXERCISABILITY Vesting and Exercisability. General. Subject to the limitations contained herein and Section 2.1(b), the Option will vest and become exercisable according to the following Vesting Schedule (the “Vesting Schedule”): the total number of Shares subject to the Option shall vest [in [twenty-five percent (25%)] increments (rounded down to the next whole number of Shares) on each of the [first, second, third and fourth] anniversaries of the Grant Date]. Accelerated Vesting. (i) CIC Termination. In the event that Participant has a Termination of Service within [two years following] a Change in Control, due to [(1) involuntary Termination of Service by the Company or a Subsidiary without Cause] or [(2) Termination of Service by Participant for Good Reason] (in each case, a “CIC Termination”), then [the unvested portion of the Option will become immediately 100% vested upon the date of such Termination of Service]. (ii) Death. In the event that Participant has a Termination of Service due to the Participant’s death, then the unvested portion of the Option will [become immediately 100% vested upon the date of the Participant’s death]. (iii) Disability. In the event that Participant suffers a Disability, then the Option shall [continue to vest in accordance with its terms, as specified herein and in the Plan, and subject to the earlier expiration of the Option in accordance with Sections 2.3 and 2.4(b), as if Participant did not suffer a Disability].
2 (iv) Retirement. In the event that Participant has a Termination of Service due to the Participant’s Retirement, then the Option shall [continue to vest in accordance with its terms, as specified herein and in the Plan, and subject to the earlier expiration of the Option in accordance with Sections 2.3 and 2.4(b), as if the Participant did not have a Termination of Service]. [Notwithstanding the foregoing, if the Participant is eligible for Retirement at a time when the Participant incurs an involuntary Termination of Service by the Company or a Subsidiary without Cause, then Section 2.1(b)(v) shall apply and govern the vesting and exercise of the Option]. (v) Involuntary Termination Without Cause. In the event that Participant has a Termination of Service due to the Participant’s involuntary Termination of Service by the Company or a Subsidiary without Cause (other than a CIC Termination), then the Option shall [continue to vest in accordance with its terms, as specified herein and in the Plan, and subject to the earlier expiration of the Option in accordance with Sections 2.3 and 2.4(b), as if the Participant did not have a Termination of Service]. [For purposes of this Section 2.3(b), if a Participant’s employment terminates due to the constructive dismissal of the Participant or if a Participant ceases to be employed by a Subsidiary of the Company because such Participant’s employer ceases to be a Subsidiary of the Company, then such termination or cessation of employment shall be treated as a Termination of Service due to the Participant’s involuntary Termination without Cause.] Company’s Obligation. Unless and until the Option vests and is exercised, Participant will have no right to receive Shares under the Option. Prior to actual distribution of Shares pursuant to any vested and exercised Option, such Option will represent an unsecured obligation of the Company. Duration of Exercisability. Any portion of the Option that vests and becomes exercisable will remain vested and exercisable until the Option expires in accordance with Section 2.4. Expiration of Option. Except as otherwise provided in Section 2.1(b), the unvested portion of the Option will [terminate and expire automatically without further notice immediately upon the Participant’s Termination of Service]. The Option (to the extent not earlier terminated and expired as provided in Section 2.4(a)) will [terminate and expire automatically and without further notice] on the earliest of the dates set forth below: (i) The Final Expiration Date set forth in the Grant Notice; (ii) The expiration of [thirty (30) days] from the date of Participant’s Termination of Service (or any longer period that the Administrator may otherwise approve); provided that this Section 2.4(b)(ii) shall not apply if the vesting set forth in Section 2.1(b)(i)-(v) (if applicable) applies; (iii) [One (1) year] following the Participant’s Termination of Service due to the Participant’s death;
3 (iv) [Five (5) years] following the Participant’s Termination of Service due to the Participant’s Retirement; (v) The expiration of [thirty (30) days] from the Participant’s Termination of Service plus any applicable Notice Period for an involuntary Termination of Service by the Company or a Subsidiary without Cause (other than a CIC Termination); and (vi) Immediately upon the date of Participant’s Termination of Service for Cause. IT IS PARTICIPANT’S RESPONSIBILITY TO BE AWARE OF THE DATE ON WHICH THE OPTION EXPIRES. EXERCISE OF OPTION Persons Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any vested and exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s designated beneficiary as provided in the Plan; provided that, if no beneficiary has been designated by Participant, then the vested and exercisable portion of the Option may be exercised by the personal representative of Participant’s estate, or by the persons to whom the Option is transferred pursuant to Participant’s will or in accordance with the laws of descent and distribution, after receipt and acceptance of proper instructions from the estate by the Administrator. Partial Exercise. Any exercisable portion of the Option, or the entire Option if then wholly exercisable, may be exercised, in whole or in part, at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares. Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option by the number of Shares as to which the Option is exercised. Procedure for Exercise. Participant may exercise the Option by giving written or electronic notice to the Company, in form and substance satisfactory to the Company (the “Exercise Notice”), which will state the election to exercise the Option, specify the number of Shares for which Participant is exercising the Option and provide such other representations and agreements as the Company may require pursuant to the provisions of the Plan. The Exercise Notice must be accompanied by an amount equal to the Grant Price multiplied by the number of Shares specified in the Exercise Notice. Such payment may be made [(a) by certified check, bank draft or money order payable to the order of the Company or (b) by surrendering Shares then issuable upon the Option’s exercise (with the Fair Market Value of such Shares determined as of the exercise date in the sole discretion of the Administrator, in each case, subject to and in accordance with the Company’s policies in effect from time to time concerning Options and other awards granted under the Plan)]. Tax Withholding. No Shares shall be delivered to Participant or any other person until Participant or such other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise of the Option, the Company shall withhold or collect from Participant an amount
4 sufficient to satisfy such tax obligations, including, but not limited to, by surrender of Shares covered by the Option sufficient to satisfy the withholding obligations. The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option. Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option, or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability. Participant acknowledges that the Company has advised Participant to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby. Issuance of Shares; Rights as Shareholder. The Company shall issue (or cause to be issued) the respective Shares promptly after the Option is exercised and full payment is received. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) and Participant becomes the record owner of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date Participant becomes the record owner of the Shares. Participant agrees to execute any documents requested by the Company in connection with the issuance of any Shares. OTHER PROVISIONS Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. Limited Transferability. Except as may be permitted under the Plan in certain circumstances, the Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. Regulatory Restrictions on Shares. Notwithstanding the other provisions of this Agreement, if at any time the Administrator determines, in its sole discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant, such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company shall be under no obligation to Participant to (a) register for offering or resale, (b) qualify for exemption under federal securities law, (c) register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security paid or issued under, or created by, the Plan, or (d) continue in effect any such registrations or qualifications if made. The inability of the Company to obtain
5 authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary or appropriate to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained. Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed to be amended to the minimum extent necessary to conform to Applicable Laws. Any determination in this regard that is made by the Administrator will be final, binding, and conclusive on all interested persons. The obligations of the Company and the rights of Participant are subject to compliance with all Applicable Laws. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Notices. (a) General. Any document relating to participation in the Plan, or any notice required or permitted hereunder, shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for Participant by the Company, or, upon deposit in the U.S. Post Office or Canada Post, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company (c/o Secretary of the Company) at the Company’s principal office, and to Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party. (b) Description of Electronic Delivery. The Plan documents, which may include, but do not necessarily include, the Plan, the Grant Notice, this Agreement, and any prospectus or other report of the Company provided generally to the Company’s shareholders, may be delivered to Participant electronically. In addition, if permitted by the Company, Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail, or such other means of electronic delivery as may be specified by the Company. (c) Consent to Electronic Delivery. Participant hereby acknowledges that Participant has read and understands this Section 4.6, and hereby consents to the electronic delivery of any Plan documents as described in Section 4.6(b). Participant may receive from the
6 Company a paper copy of any documents delivered electronically at no cost to Participant by providing written notice of such request to the Company. Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Participant understands and hereby agrees that Participant must provide the Company or any designated third-party administrator with a paper copy of any document if the attempted electronic delivery of such documents fails. Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company in writing of such revised electronic mail address. Administrator Authority; Decisions Conclusive and Binding. Participant hereby acknowledges (a) that a copy of the Plan has been made available for Participant’s review by the Company, (b) represents that Participant is familiar with the terms and provisions thereof, and (c) accepts the Option subject to all the terms and provisions thereof. The Administrator will have the power to (i) interpret this Agreement, the Grant Notice and the Plan, (ii) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (iii) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice. No employee of the Company who is acting with the requisite authority on behalf of the Administrator will be personally liable for any action, determination or interpretation that is made in good faith with respect to the Plan, this Agreement or the Grant Notice. Share Ownership Guidelines. If on exercise of any Options the number of Shares held by the Participant is less than the number of Shares to be held by the Participant pursuant to any share ownership guidelines of the Corporation in effect from time to time and applicable to such Participant, then the Participant shall be required to retain Shares acquired on exercise of Options (net of Shares that are required to be sold by the Participant to meet any tax liabilities arising on exercise of the Options) to meet the requirements of such share ownership guidelines. Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (a) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (b) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect. Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby. Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement or the Participant’s Termination of Service.
7 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Compensation Recoupment. The Option (and all Shares issuable thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by (a) the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (b) any other clawback provision required by Applicable Laws or the listing standards of any applicable stock exchange or national market system, (c) any clawback policies adopted by the Company to implement any such requirements, or (d) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined by the Administrator in its discretion to be applicable to Participant. Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Reference to any statute, rule, or regulation includes any amendment thereto or any replacement thereof, as well as the authoritative guidance issued thereunder by the appropriate governmental entity. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. A reference to any party to this Agreement shall include such party’s successors and permitted assigns. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company. Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument. Modification. Any modification of this Agreement shall be binding only if evidenced in writing and signed by the Administrator, or its delegate. The Participant’s consent to such modification shall be required unless (i) the action does not materially and adversely affect the Participant’s rights under the Agreement and Grant Notice, or (ii) the change is permitted under Article X or pursuant to Section 12.5 of the Plan. [End.]
2025 PSU Grant Notice ENBRIDGE INC. 2019 LONG TERM INCENTIVE PLAN FORM OF PERFORMANCE STOCK UNIT GRANT NOTICE Pursuant to the Enbridge Inc. 2019 Long Term Incentive Plan (the “Plan”), Enbridge Inc. (the “Company”) has granted to the participant listed below (“Participant”) an award (the “Award”) of Performance Stock Units (the “PSUs”), as described in this Performance Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Performance Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice will have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan. Participant: _________________________________________ Grant Date: _________________________________________ Target Number of PSUs: _________________________________________ Performance Period: By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement, effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, and acknowledges that the Company hereby advises Participant to obtain the advice of counsel prior to executing this Grant Notice. Participant fully understands and accepts all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award. Enbridge Inc.: Participant: By: Signature Signature Name: Name: Title:
2 Exhibit A FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT ARTICLE I. GENERAL 1.1 Award of PSUs and Dividend Equivalent Units. (a) Subject to the terms and conditions of this Agreement and the Plan, the Company has granted to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), an award of PSUs as set forth in the Grant Notice. Each PSU represents the right to receive a cash amount equal to the Fair Market Value of one Share in accordance with Section 3.3(b), subject to achievement of the Performance Goals over the Performance Period in accordance with Exhibit I hereto. The number of PSUs on the Grant Notice is not necessarily the number of PSUs in respect of which payment will be earned, but is merely the basis for determining the amount (if any) that will be delivered to the Participant; provided, however, that the Participant will have no right to any payment until such time, if ever, that a PSU has vested and become payable hereunder. (b) In the event that any cash dividend is declared on Shares with a record date that occurs during the Dividend Equivalent Period (as defined below), the Participant will receive dividend equivalent rights in the form of additional PSUs (the “Dividend Equivalent Units”) at the time such dividend is paid to the Company’s shareholders. The number of Dividend Equivalent Units that the Participant will receive at any such time will be equal to (1) the cash dividend amount per Share times (2) the number of PSUs covered by the Participant’s Award (and, unless otherwise determined by the Company, any Dividend Equivalent Units previously credited under the Participant’s Award that have not been previously settled through the delivery of Shares (or cash) prior to, such date), divided by the Fair Market Value of one Share on the applicable dividend payment date; provided, that, in the event the Dividend Reinvestment Plan is then in effect, the number of Dividend Equivalent Units that the Participant will receive shall instead be calculated in accordance with the methodologies (including any discount feature) set forth therein, as determined by the Administrator in its sole discretion. Each Dividend Equivalent Unit will constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) one Share (or, cash equal to the Fair Market Value thereof) in accordance with the Plan, and will vest and be settled or paid at the same time, and subject to the same terms and conditions, as the PSUs on which such Dividend Equivalent Unit was accrued. “Dividend Equivalent Period” means the period commencing on the Grant Date and ending on the last day on which Shares (or cash) are delivered to the Participant with respect to the PSUs. 1.2 Nature of Award. The PSUs granted to Participant pursuant to the Grant Notice and this Award are prospective in nature such that the Award is not in respect of service rendered in a year prior to the year that includes the Grant Date. For clarity, any amounts paid, or otherwise payable under the Plan and this Grant Notice shall be inclusive of all statutory entitlements, including but not limited to any payments required by applicable employment standards legislation. 1.3 Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
3 1.4 Defined Terms. Capitalized terms not specifically defined in this Agreement will have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan. 1.5 Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets. ARTICLE II. PERFORMANCE GOALS 2.1 Performance Goals. The number of PSUs earned by the Participant is dependent and may vary based on achievement of the applicable Performance Goals over the Performance Period. Promptly following completion of the Performance Period (and no later than two and one-half (2.5) months following the end of the Performance Period), the Administrator will determine (a) whether, and to what extent the applicable Performance Goals for the Performance Period have been achieved and (b) the number of PSUs that the Participant shall earn, if any, subject to the requirements of Article III. All of the Participant’s rights with respect to the PSUs are dependent on the extent to which the applicable Performance Goals are achieved, and any rights to settlement in respect of outstanding PSUs immediately will terminate and no amount will be paid in respect of such PSUs upon the Administrator’s determination, in its sole discretion, that the applicable Performance Goals have not been satisfied to the extent necessary to result in payment in respect of the PSUs. The Administrator’s determination under this Article II shall be final, conclusive, and binding on the Participant, and on all other persons, to the maximum extent permitted by law. ARTICLE III. VESTING, FORFEITURE AND SETTLEMENT 3.1 Vesting. (a) The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs shall vest, if at all, on the Maturity Date, when the Administrator certifies the achievement of the Performance Goals in accordance with Section 3.3, provided, that [except as otherwise set forth in Section 3.1(b),] the Participant must remain an Employee through and including the Maturity Date. (b) Accelerated Service-Based Vesting. (i) CIC Termination. Upon a Change in Control, the Performance Goals shall be conclusively deemed to have been attained for the Performance Period at [the target level, or if greater, based on the actual level of attainment of such Performance Goals as of the Change in Control], as determined by the Administrator. In the event that Participant has a Termination of Service within [two years following] a Change in Control as a result of [(1) involuntary Termination of Service by the Company or a Subsidiary without Cause] or [(2) Termination of Service by the Participant for Good Reason] (in each case, a “CIC Termination”), then [the PSUs will no longer be subject to any service-based vesting condition and will remain outstanding and will vest in accordance with Section 3.3]. For purposes of this Agreement, a Change in Control shall mean [a transaction that qualifies both as a Change in Control as defined in the Plan and as a Change in Control as defined for purposes of Section 409A].
4 (ii) Death. In the event that Participant has a Termination of Service due to the Participant’s death, then the PSUs will [no longer be subject to any service-based vesting condition and will vest in accordance with Section 3.3]. (iii) Retirement. In the event that Participant has a Termination of Service due to the Participant’s Retirement, then [a pro rata portion of the PSUs will no longer be subject to any service-based vesting condition and will remain outstanding and will vest, if at all, in accordance with Section 3.3 upon the Administrator’s certification of the achievement of the Performance Goals]. [The pro rata portion of the PSUs that will no longer be subject to the service-based vesting condition shall be calculated by multiplying the target number of PSUs set forth on the Grant Notice by a fraction, the numerator of which is the number of full calendar days that have elapsed since the beginning of the Performance Period through the date of the Participant’s Termination of Service and the denominator is the total number of full calendar days in the Performance Period[; with the exception of a Participant who is (1) 55-59 years of age with 30 years of service or (2) 60 years of age or older, in which case all unvested PSUs shall 100% vest on the Participant’s Retirement date and be settled in accordance with Section 3.3].] [Notwithstanding the foregoing, if the Participant is eligible for Retirement at a time when the Participant incurs an involuntary Termination of Service without Cause, then Section 3.1(b)(iv) shall apply]. (iv) Involuntary Termination Without Cause. In the event that Participant has a Termination of Service due to the Participant’s involuntary Termination of Service by the Company or a Subsidiary without Cause (other than a CIC Termination), then [a pro rata portion of the PSUs will no longer be subject to any service-based vesting condition and will remain outstanding and will vest, if at all, in accordance with Section 3.3 upon the Administrator’s certification of the achievement of the Performance Goals]. [The pro rata portion of the PSUs that will no longer be subject to the service-based vesting condition shall be calculated by multiplying the target number of PSUs set forth on the Grant Notice by a fraction, the numerator of which is the number of full calendar days that have elapsed since the beginning of the Performance Period through the date of the Participant’s Termination of Service plus any applicable Notice Period and the denominator is the total number of full calendar days in the Performance Period.] [For purposes of this Section 3.1(b)(iv), if a Participant’s employment terminates due to the constructive dismissal of the Participant or if a Participant ceases to be employed by a Subsidiary of the Company because such Participant’s employer ceases to be a Subsidiary of the Company, then such termination or cessation of employment shall be treated as a Termination of Service due to the Participant’s involuntary Termination without Cause.] 3.2 Forfeiture and Personal Leave. (a) Any PSUs for which the service-based vesting condition is not waived in accordance with Section 3.1 above shall immediately and automatically be cancelled and forfeited on the Participant’s Termination of Service (or, if applicable, on the expiration of the Notice Period rather than the Participant’s Termination of Service) for any reason. Notwithstanding anything herein to the contrary, in the event that Participant has an involuntary Termination of Service for Cause, then any PSUs that have not become vested in accordance with Section 3.3 as of the Participant’s Termination of Service shall be immediately forfeited as of the date of the Participant’s Termination of Service (regardless of whether the service-based vesting condition continues to apply at the time of such Termination of Service). (b) Notwithstanding anything in Section 3.1 to the contrary, in the event that the Participant was on personal leave of absence (within the meaning of the Company’s, or
5 applicable Subsidiary’s, Personal Leave Policy) for a period of [greater than three months] during the Performance Period, the number of PSUs eligible to vest pursuant to Section 3.1(a) shall be [reduced on a pro-rata basis]. [The number of PSUs that will remain outstanding and will vest, if at all, in accordance with Section 3.3 upon the Administrator’s certification of the achievement of the Performance Goals, is determined by multiplying the target number of PSUs set forth on the Grant Notice by a fraction, the numerator of which is the number of full calendar days during the Performance Period that the Participant was an Employee not on personal leave of absence and the denominator is the total number of full calendar days in the Performance Period]. [For the purpose of this calculation only, [the first three months] of the Participant’s personal leave of absence shall be counted as days that an Employee was not on personal leave of absence.] 3.3 Maturity Date and Settlement. (a) The Administrator shall certify achievement of the Performance Goals and determine the number of PSU that become vested hereunder on a date following the completion of the Performance Period (the “Maturity Date”) in accordance with Exhibit I; provided, that: (i) in the case of PSUs for which the service-based vesting condition becomes waived under [Section 3.1(b)(i), the Maturity Date shall be the date of the Participant’s Termination of Service]; and (ii) in the case of PSUs for which the service-based vesting condition becomes waived under [Section 3.1(b)(ii), the Maturity Date shall be the date of the Participant’s Termination of Service and the Performance Period shall be deemed to have been truncated as of the same date, with the Performance Goals deemed achieved with respect to the target number of PSUs set forth on the Grant Notice]. (b) All payments in respect of PSUs shall be made, if at all, on the earliest to occur of the third anniversary of the Grant Date [or the date of the Participant's Termination of Service in accordance with Section 3.1(b)(i) or Section 3.1(b)(ii), or within two and one-half months thereafter]. In no case will any payment in respect of a PSU be made after the third year following the year that includes the Grant Date. The amount of cash payable in respect of each PSU that vests on the Maturity Date will equal the Fair Market Value of a Share on the last trading day that immediately precedes the Maturity Date and will be paid in the currency of Canada or the United States, depending on the applicable jurisdiction in which the Participant resides. For purposes of this Section 3.3(b), “Fair Market Value” shall mean, as of a particular day, [the weighted average of the board lot trading prices per Share on the Toronto Stock Exchange, or the New York Stock Exchange, for the last twenty trading days immediately prior to such day]. 3.4 No Rights as Shareholder. Participant will have no rights as a shareholder (including, without limitation, the right to vote and to receive dividends) with respect to any PSUs covered by this Agreement. ARTICLE IV. TAXATION AND TAX WITHHOLDING 4.1 Tax Withholding. Participant must make arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations arising in connection with the Award.
6 (a) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs. The Company and the Subsidiaries do not commit to, and are under no obligation to structure this Award to, reduce or eliminate Participant’s tax liability. (b) Participant acknowledges that the Company has advised Participant to obtain independent legal and tax advice regarding the grant and payment in respect of the PSUs. 4.2 Section 409A. The provisions of this Section 4.2 apply to the Participant only if the Participant is a US taxpayer. This Agreement and the Plan provisions that apply to the PSUs are intended and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, “deferred compensation” as defined in the regulations under Section 409A, whether by reason of short-term deferral treatment or other exceptions or provisions). The Administrator will have full authority to give effect to this intent. To the extent that any portion of the PSUs are intended to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the payment in respect of such PSUs to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on delivery to be satisfied, the Administrator elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay payment to a later date within the same calendar year or to such later date as may be permitted under Section 409A. For the avoidance of doubt, if PSUs include a “series of installment payments” as described in Reg. 1.409A- 2(b)(2)(iii), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment, and if the Participant is a “specified employee” (as defined by the Company in accordance with Section 409A(a)(2)(i)(B) of the Code), payment will occur on the earlier of the date set forth under Section 3.3 or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after the Participant’s Termination of Service. For purposes of Section 3.3, references in this Agreement to the Participant’s Termination of Service mean a separation from service (as defined by the Company in accordance with Section 409A). In no event will the Participant be permitted to designate, directly or indirectly, the taxable year of payment. ARTICLE V. OTHER PROVISIONS 5.1 Adjustments. Participant acknowledges that the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 5.2 Limited Transferability. The Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. 5.3 Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed to be amended to the minimum extent necessary to conform to Applicable Laws. Any determination in this regard that
7 is made by the Administrator will be final, binding, and conclusive on all interested persons. The obligations of the Company and the rights of Participant are subject to compliance with all Applicable Laws. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. 5.4 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 5.5 Notices. General. Any document relating to participation in the Plan, or any notice required or permitted hereunder, shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for Participant by the Company, or, upon deposit in the U.S. Post Office or Canada Post, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company (c/o Corporate Secretary of the Company) at the Company’s principal office, and to Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party. (a) Description of Electronic Delivery. The Plan documents, which may include, but do not necessarily include, the Plan, the Grant Notice, this Agreement, and any prospectus or other report of the Company provided generally to the Company’s shareholders, may be delivered to Participant electronically. In addition, if permitted by the Company, Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail, or such other means of electronic delivery as may be specified by the Company. (b) Consent to Electronic Delivery. Participant hereby acknowledges that Participant has read and understands this Section 5.5, and hereby consents to the electronic delivery of any Plan documents as described in Section 5.5(a). Participant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant by providing written notice of such request to the Company. Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Participant understands and hereby agrees that Participant must provide the Company or any designated third-party administrator with a paper copy of any document if the attempted electronic delivery of such documents fails. Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company in writing of such revised electronic mail address.
8 5.6 Administrator Authority; Decisions Conclusive and Binding. Participant hereby (a) acknowledges that a copy of the Plan has been made available for Participant’s review by the Company, (b) represents that Participant is familiar with the terms and provisions thereof, and (c) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (i) interpret this Agreement, the Grant Notice and the Plan, (ii) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (iii) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice. No employee of the Company who is acting with the requisite authority on behalf of the Administrator will be personally liable for any action, determination or interpretation that is made in good faith with respect to the Plan, this Agreement or the Grant Notice. 5.7 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede, in their entirety, all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (a) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (b) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan will not be valid or binding or of any force or effect. 5.8 Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, will not in any way be affected or impaired thereby. 5.9 Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement or the Participant’s Termination of Service. 5.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive cash as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement. 5.11 Compensation Recoupment. The Award (and the cash issuable thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any regulations or rules promulgated thereunder, (b) any other clawback provision required by Applicable Laws or the listing standards of any applicable stock exchange or national market system, (c) any clawback policies adopted by the Company to implement any such requirements, or (d) any other compensation recovery policies as may be
9 adopted from time to time by the Company, all to the extent that is determined by the Administrator, in its discretion, to be applicable with respect to Participant. 5.12 No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (a) confers upon Participant any right to continue as an Employee of the Company or any Subsidiary or (b) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 5.13 Construction. Headings in this Agreement are included for convenience and will not be considered in the interpretation of this Agreement. Reference to any statute, rule, or regulation includes any amendment thereto or any replacement thereof, as well as the authoritative guidance issued thereunder by the appropriate governmental entity. Pronouns will be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. A reference to any party to this Agreement will include such party’s successors and permitted assigns. This Agreement will be construed according to its fair meaning and not strictly construed against the Company. 5.14 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one and the same instrument. 5.15 Modification. Any modification of this Agreement shall be binding only if evidenced in writing and signed by the Administrator, or its delegate. The Participant’s consent to such modification shall be required unless (i) the action does not materially and adversely affect the Participant’s rights under the Agreement and Grant Notice, or (ii) the change is permitted under Article X or pursuant to Section 12.5 of the Plan. [End]
10 Exhibit I PERFORMANCE MEASURES Performance Goals. [ ] Calculation of Payment in Respect of PSUs. [ ] Adjustments. [ ]
2025 Share-Settled RSU Grant Notice (Cliff Vesting) ENBRIDGE INC. 2019 LONG TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the Enbridge Inc. 2019 Long Term Incentive Plan (the “Plan”), Enbridge Inc. (the “Company”) has granted to the participant listed below (“Participant”) an award (the “Award”) of Restricted Stock Units (the “RSUs”), as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice will have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan. Participant: Grant Date: Number of RSUs: Term: Maturity Date: By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement, effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, and acknowledges that the Company hereby advises Participant to obtain the advice of counsel prior to executing this Grant Notice. Participant fully understands and accepts all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award. Enbridge Inc.: Participant: By: Signature Signature Name: Name: Title:
2 Exhibit A FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT ARTICLE I GENERAL 1.1 Award of RSUs and Dividend Equivalent Units. (a) Subject to the terms and conditions of this Agreement and the Plan, the Company has granted to Participant, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), an award of RSUs as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive, subject to the terms of the Plan and this Agreement, one fully paid and non-assessable Share from treasury in accordance with Section 2.3; provided, however, that Participant will have no right to any Share until such time, if ever, that an RSU has vested and become settled hereunder. (b) In the event that any cash dividend is declared on Shares with a record date that occurs during the Dividend Equivalent Period (as defined below), the Participant will receive dividend equivalent rights in the form of additional RSUs (the “Dividend Equivalent Units”) at the time such dividend is paid to the Company’s shareholders. The number of Dividend Equivalent Units that the Participant will receive at any such time will be equal to (1) the cash dividend amount per Share times (2) the number of RSUs covered by the Participant’s Award (and, unless otherwise determined by the Company, any Dividend Equivalent Units previously credited under the Participant’s Award that have not been previously settled through the delivery of Shares (or cash) prior to, such date), divided by the Fair Market Value of one Share on the applicable dividend payment date; provided, that, in the event the Dividend Reinvestment Plan is then in effect, the number of Dividend Equivalent Units that the Participant will receive shall instead be calculated in accordance with the methodologies (including any discount feature) set forth therein, as determined by the Administrator in its sole discretion. Each Dividend Equivalent Unit will constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) one Share (or cash equal to the Fair Market Value thereof) in accordance with the Plan and will vest and be settled or paid at the same time, and subject to the same terms and conditions, as the RSUs on which such Dividend Equivalent Unit was accrued. “Dividend Equivalent Period” means the period commencing on the Grant Date and ending on the last day on which Shares (or cash) are delivered to the Participant with respect to the RSUs. 1.2 Nature of Award. The RSUs granted to Participant pursuant to the Grant Notice and this Award are prospective in nature such that the Award is not in respect of service rendered in a year prior to the year that includes the Grant Date. For clarity, any amounts paid, or otherwise payable under the Plan and this Grant Notice shall be inclusive of all statutory entitlements, including but not limited to any payments required by applicable employment standards legislation. 1.3 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
3 1.4 Defined Terms. Capitalized terms not specifically defined in this Agreement will have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan. ARTICLE II VESTING, FORFEITURE AND SETTLEMENT 2.1 Vesting; Maturity Dates. (a) The RSUs will become vested on the [Maturity Date]; provided, that except as otherwise set forth in Section 2.1(b), the Participant is, as of the Maturity Date, and has been at all times since the Grant Date, an Employee. (b) Accelerated Vesting. (i) CIC Termination. In the event that Participant has a Termination of Service within [two years following] a Change in Control as a result of [(1) involuntary Termination of Service by the Company or a Subsidiary without Cause] or [(2) Termination of Service by the Participant for Good Reason] (in each case, a “CIC Termination”), then [all unvested RSUs shall automatically become 100% vested on the Participant’s Termination of Service and be settled in accordance with Section 2.3]. For purposes of this Agreement, a Change in Control shall mean [a transaction that qualifies both as a Change in Control as defined in the Plan and as a Change in Control as defined for purposes of Section 409A]. (ii) Death. In the event that Participant has a Termination of Service due to the Participant’s death, then all unvested RSUs shall [automatically become 100% vested on the Participant’s Termination of Service and be settled in accordance with Section 2.3]. (iii) Retirement. In the event that Participant has a Termination of Service due to the Participant’s Retirement, then [a pro rata portion of the unvested RSUs shall immediately vest on the Participant’s Retirement and be settled in accordance with Section 2.3]. [The pro rata portion of the RSUs that vest shall be calculated by multiplying the total number of RSUs granted by a fraction, the numerator of which is the number of full calendar days that have elapsed since the beginning of the Term through the date of the Participant’s Termination of Service and the denominator of which is the total number of full calendar days in the Term[; with the exception of a Participant who is (1) 55-59 years of age with 30 years of service or (2) 60 years of age or older, in which case all unvested RSUs shall 100% vest on the Participant’s Retirement date and be settled in accordance with Section 2.3].] [Notwithstanding the foregoing, if the Participant is eligible for Retirement at a time when the Participant incurs an involuntary Termination of Service without Cause, then Section 2.1(iv) shall apply and govern the vesting of the RSUs.] (iv) Involuntary Termination Without Cause. In the event that Participant has a Termination of Service due to the Participant’s involuntary Termination of Service by the Company or a Subsidiary without Cause (other than a CIC Termination), then [a pro rata portion of the unvested RSUs shall immediately vest on the Participant’s Termination of Service and be settled in accordance with Section 2.3]. [The pro rata portion of the RSUs that vest shall be calculated by multiplying the total number of RSUs granted by a fraction, the numerator of which is the number of full calendar days that have elapsed since the beginning of the Term through the date of the Participant’s Termination of Service (and, for these purposes, giving effect to any applicable Notice Period) and the denominator of which is the total number of full calendar days in the Term.] [For purposes of this Section 2.1(b)(iv), if a Participant’s
4 employment terminates due to the constructive dismissal of the Participant or if a Participant ceases to be employed by a Subsidiary of the Company because such Participant’s employer ceases to be a Subsidiary of the Company, then such termination or cessation of employment shall be treated as a Termination of Service due to the Participant’s involuntary Termination without Cause.] 2.2 Forfeiture and Personal Leave. (a) Any RSUs that do not vest in accordance with Section 2.1 above shall immediately and automatically be cancelled and forfeited on the Participant’s Termination of Service (or, if applicable, on the expiration of the Notice Period rather than the Participant’s Termination of Service) for any reason. Notwithstanding anything herein to the contrary, in the event that Participant has an involuntary Termination of Service for Cause, then any RSUs that have not been settled in accordance with Section 2.3 as of the Participant’s Termination of Service, whether vested or not, shall be immediately forfeited as of the date of the Participant’s Termination of Service. (b) Notwithstanding anything in Section 2.1 to the contrary, in the event that the Participant was on personal leave of absence (within the meaning of the Company’s, or applicable Subsidiary’s, Personal Leave Policy) for a period of [greater than three months] during the Term, the RSUs eligible to vest pursuant to Section 2.1(a) shall be [reduced on a pro-rata basis]. [The pro-rata portion of RSUs that shall be eligible to vest under Section 2.1(a) and settled under Section 2.3 shall be determined by multiplying the number of RSUs granted by a fraction, the numerator of which is the number of full calendar days during the Term that the Participant was an Employee not on Personal Leave and the denominator of which is the total number of full calendar days in the Term.] [For the purpose of this calculation only, the first three months of the Participant’s personal leave of absence shall be counted as days that an Employee was not on personal leave of absence.] 2.3 Settlement. Shares underlying RSUs that become vested in accordance with this Article II will be delivered within [thirty days] following the Maturity Date; provided, that in the case of RSUs that become vested due [to Sections 2.1(b)(i) or 2.1(b)(ii), the Maturity Date shall be the date of the Participant’s Termination of Service and delivery shall be made within [thirty days] thereafter], and provided further, that in no case will any delivery in respect of an RSU be made after [the third year following the year that includes the Grant Date]. 2.4 No Rights as Shareholder. Until delivery of the underlying Shares, the Participant will have no rights as a shareholder (including, without limitation, the right to vote and to receive dividends) with respect to any RSUs covered by this Agreement and until such delivery, will have only those rights of a general unsecured creditor in accordance with Section 4.10. ARTICLE III TAXATION AND TAX WITHHOLDING 3.1 Tax Withholding. (a) Participant must make arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations arising in connection with the Award.
5 (b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or delivery of the RSUs. The Company and the Subsidiaries do not commit to, and are under no obligation to structure this Award to, reduce or eliminate Participant’s tax liability. (c) Participant acknowledges that the Company has advised Participant to obtain independent legal and tax advice regarding the grant and delivery in respect of the RSUs. 3.2 Section 409A. The provisions of this Section 3.2 apply to the Participant only if the Participant is a US taxpayer. This Agreement and the Plan provisions that apply to the RSUs are intended and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, “deferred compensation” as defined in the regulations under Section 409A, whether by reason of short-term deferral treatment or other exceptions or provisions). The Administrator will have full authority to give effect to this intent. To the extent that any portion of the RSUs are intended to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the delivery in respect of such RSUs to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on delivery to be satisfied, the Administrator elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery to a later date within the same calendar year or to such later date as may be permitted under Section 409A. For the avoidance of doubt, if RSUs include a “series of installment payments” as described in Reg. 1.409A- 2(b)(2)(iii), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment, and if the Participant is a “specified employee” (as defined by the Company in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the date set forth under Section 2.3 or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after the Participant’s Termination of Service. For purposes of Section 2.3, references in this Agreement to the Participant’s Termination of Service mean a separation from service (as defined by the Company in accordance with Section 409A). In no event will the Participant be permitted to designate, directly or indirectly, the taxable year of delivery. ARTICLE IV OTHER PROVISIONS 4.1 Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan. 4.2 Limited Transferability. The Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. 4.3 Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed to be amended to the minimum extent necessary to conform to Applicable Laws. Any determination in this regard that is made by the Administrator will be final, binding, and conclusive on all interested persons. The
6 obligations of the Company and the rights of Participant are subject to compliance with all Applicable Laws. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule. 4.4 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 4.5 Notices. (a) General. Any document relating to participation in the Plan, or any notice required or permitted hereunder, shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for Participant by the Company, or, upon deposit in the U.S. Post Office or Canada Post, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company (c/o Corporate Secretary of the Company) at the Company’s principal office, and to Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party. (b) Description of Electronic Delivery. The Plan documents, which may include, but do not necessarily include, the Plan, the Grant Notice, this Agreement, and any prospectus or other report of the Company provided generally to the Company’s shareholders, may be delivered to Participant electronically. In addition, if permitted by the Company, Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail, or such other means of electronic delivery as may be specified by the Company. (c) Consent to Electronic Delivery. Participant hereby acknowledges that Participant has read and understands this Section 4.5, and hereby consents to the electronic delivery of any Plan documents as described in Section 4.5(b). Participant may receive from the Company a paper copy of any documents delivered electronically at no cost to Participant by providing written notice of such request to the Company. Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Participant understands and hereby agrees that Participant must provide the Company or any designated third-party administrator with a paper copy of any document if the attempted electronic delivery of such documents fails. Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company in writing of such revised electronic mail address.
7 4.6 Administrator Authority; Decisions Conclusive and Binding. Participant hereby (a) acknowledges that a copy of the Plan has been made available for Participant’s review by the Company, (b) represents that Participant is familiar with the terms and provisions thereof, and (c) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (i) interpret this Agreement, the Grant Notice and the Plan, (ii) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (iii) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice. No employee of the Company who is acting with the requisite authority on behalf of the Administrator will be personally liable for any action, determination or interpretation that is made in good faith with respect to the Plan, this Agreement or the Grant Notice. 4.7 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede, in their entirety, all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (a) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (b) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan will not be valid or binding or of any force or effect. 4.8 Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, will not in any way be affected or impaired thereby. 4.9 Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement or the Participant’s Termination of Service. 4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than those rights of a general unsecured creditor with respect to the RSUs until the RSUs are settled pursuant to the terms of this Agreement. 4.11 Compensation Recoupment. The Award (and the cash, if any, issuable thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any regulations or rules promulgated thereunder, (b) any other clawback provision required by Applicable Laws or the listing standards of any applicable stock exchange or national market system, (c) any clawback policies adopted by the Company to implement any such requirements, or (d) any other compensation recovery policies as may be
8 adopted from time to time by the Company, all to the extent that is determined by the Administrator, in its discretion, to be applicable with respect to Participant. 4.12 No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (a) confers upon Participant any right to continue as an Employee of the Company or any Subsidiary or (b) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 4.13 Construction. Headings in this Agreement are included for convenience and will not be considered in the interpretation of this Agreement. Reference to any statute, rule, or regulation includes any amendment thereto or any replacement thereof, as well as the authoritative guidance issued thereunder by the appropriate governmental entity. Pronouns will be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. A reference to any party to this Agreement will include such party’s successors and permitted assigns. This Agreement will be construed according to its fair meaning and not strictly construed against the Company. 4.14 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one and the same instrument. 4.15 Modification. Any modification of this Agreement shall be binding only if evidenced in writing and signed by the Administrator, or its delegate. The Participant’s consent to such modification shall be required unless (i) the action does not materially and adversely affect the Participant’s rights under the Agreement and Grant Notice, or (ii) the change is permitted under Article X or pursuant to Section 12.5 of the Plan. [End]
ENBRIDGE INC. DIRECTORS’ COMPENSATION PLAN February 12, 2025 Effective January 1, 2025
2 ENBRIDGE INC. DIRECTORS’ COMPENSATION PLAN 1. DEFINED TERMS As used herein, the following terms shall have the following meanings, respectively: “Beneficiary” means any person(s) designated by a Director as indicated on the Designation of Beneficiary Form, to receive any cash amount or Shares under this Plan in the event of the Director’s death; “Board” means the Board of Directors of the Corporation; “Bonus Retainer” means a direct grant of DSUs to a Director in addition to such Director’s regular retainer. “Canadian Election Form” means the election form required to be submitted by the Canadian Taxpayers to the Corporation; “Canadian Taxpayer” means a Director whose income is subject to Canadian federal income taxation; “Code” means the U.S. Internal Revenue Code of 1986, as amended; “Comparator Group” has the meaning set forth in Section 4; “Compensation” has the meaning set forth in Section 7; “Corporation” means Enbridge Inc., and includes any successor corporation thereto; “Deferred Stock Unit Account” has the meaning set forth in Subsection 9(a); “Deferred Stock Units” or “DSUs” mean units credited to a Director in accordance with Subsection 9(b); “Designation of Beneficiary Form” means the form attached hereto as Appendix “B”; “Director” means a director of the Corporation; “DRS” means the Direct Registration System; “Dual-Taxed Member” means a Director that is both a U.S. Taxpayer and a Canadian Taxpayer; “Estate” means the estate of a deceased Director; “Governance Committee” means the Governance Committee of the Board;
3 “Market Value”, as of a particular day, means the weighted average of the trading price for one (1) Share on The Toronto Stock Exchange for the five (5) Trading Days immediately preceding that day; “Payment Date” means the date on which Directors would normally receive payments of Compensation; “Plan” means this Directors’ Compensation Plan effective January 1, 2018, as the same may be amended or varied from time to time; “Retirement Date”, in respect of a Director, means the effective date on which the Director ceases to be a Director, for any reason whatsoever; “Share” means a common share of the Corporation; “Trading Day” means any day, other than a Saturday or Sunday, on which The Toronto Stock Exchange is open for trading; “Trustee” means the trustee engaged by the Corporation for purposes of facilitating the payment of Share-based Compensation in accordance with Section 8. “U.S. Election Form” means the election form required to be submitted by U.S. Taxpayers to the Corporation; and “U.S. Taxpayer” means a Director whose income is subject to U.S. federal income taxation. 2. PURPOSE AND OBJECTIVES (a) The purpose of this Plan is to provide a compensation system for Directors. This Plan applies only to the members of the Board and does not apply to board members of affiliate organizations or employees of the Corporation or any of its subsidiaries. (b) The objectives of this Plan are: (i) to compensate Directors commensurate with the risks, responsibilities and time commitments assumed by Board members; (ii) to attract and retain the services of the most qualified individuals to serve on the Board; (iii) to align the interests of Directors with the Corporation’s shareholders; (iv) to provide competitive levels of compensation by considering various pay components typically provided to directors; and (v) to deliver such compensation in a tax effective manner. (c) The Board provides oversight and stewardship over this Plan through the Governance Committee and has overall responsibility for determining the philosophical framework of the Directors’ compensation program.
4 3. ADMINISTRATION The Governance Committee will administer this Plan in its discretion. The Governance Committee shall have the power to interpret the provisions of this Plan and to make regulations and formulate administrative provisions for its implementation, and to make such changes in the regulations and administrative provisions as, from time to time, the Governance Committee deems proper and in the best interests of the Corporation. Such regulations and provisions may include the delegation to any Director(s) or any officer(s) of the Corporation of such administrative duties and powers of the Governance Committee as it may see fit. 4. EXTERNAL BENCHMARKING (a) The Board supports maintaining a level of compensation for Directors that is competitive with compensation levels paid to directors of comparable public corporations; reflects the risks accompanying Board membership and the time commitments and responsibilities required of Directors, committee members and Board or Committee Chairs; and reflects the size and complexity of the Corporation’s business. (b) The Governance Committee will, from time to time, with the assistance of qualified external experts in the area of compensation benchmarking, review and determine the appropriate comparable public corporations against which comparisons are made (the “Comparator Group”) with the intention that such Comparator Group be consistent with the periodic evaluation of executive management compensation. (c) To the extent possible and appropriate, the Governance Committee shall align the Comparator Group with the group used to benchmark executive management compensation practices as approved by the Human Resources & Compensation Committee (refer to Enbridge Inc. senior management compensation policy Compensation Comparators). 5. COMMUNICATION The Board recognizes that Compensation is an important component of corporate governance and is committed to ensuring that the material terms of the compensation program are properly disclosed to shareholders and regulators. 6. APPLICATION This Plan applies to each individual while serving as a Director and, subject to Subsections 10(c), (d), (e), (f) and 11(a) (ii) and (iii), (c), (d) and (e), shall cease to apply on the Director’s Retirement Date. 7. DIRECTORS’ COMPENSATION (a) General The Board, on the recommendation of the Governance Committee, shall determine from time to time the amount of compensation to be paid to Directors (the
5 “Compensation”) including, without limitation, amounts in respect of retainers (including the retainer for the Chair of the Corporation and Chairs of committees of the Board), Board meeting and committee meeting attendance fees, and any other amounts which the Board in its discretion considers to be appropriate. In addition, the Board shall determine the amount of expenses, if any, for which the Directors will be reimbursed. (b) Fee Structure and Payment Particulars (i) Compensation will be made on the basis of a flat fee structure that incorporates all Board, committee, and Chair retainers as determined by the Board. The Board’s policy is to target flat fee levels at the 50th percentile of total compensation levels paid to directors of the Comparator Group (as defined in Section 4). (ii) As of January 1, 2025, Compensation shall be as set out in Appendix “A”. Changes to Appendix “A” may be made by the Board following a recommendation of or consultation with the Governance Committee. Upon any such change being approved by the Board, a new Appendix “A” incorporating the changes and effective as of the date established by the Board shall be attached to the Plan and become Appendix “A” for all purposes of the Plan. (iii) Compensation is paid quarterly, in arrears. All Directors, regardless of country of residency, shall be paid in US dollars. (iv) A percentage of the Compensation may be withheld in cases where a Director’s attendance at Board meetings or Committee meetings or both, falls below the established minimum. The Governance Committee will review the continuation of the Director on the Board if an inordinate number of meetings are missed. (v) At any time, the Board, on the recommendation of the Governance Committee, may grant to Directors a Bonus Retainer in the form of a direct grant of DSUs. For U.S. Taxpayers only, DSUs comprising a Bonus Retainer shall be payable on December 31 of the year following the year of the Director’s Retirement Date and no U.S. Taxpayer shall be permitted to elect the form or timing of payment of any portion of a Bonus Retainer. (c) Forms of Payment The Board, on the recommendation of the Governance Committee, shall determine the portion(s), if any, of the Compensation that a Director may elect to receive by way of cash, Shares or Deferred Stock Units. Until revised by the Board, each Director and Chair of the Board will, subject to requirements of minimum share ownership criteria, as set out in Appendix “A”, elect to receive Compensation as cash, Shares or Deferred Stock Units, in whole or in part, in increments of 5% (totalling 100% of the Compensation payable to such Director).
6 8. COMPENSATION - SHARES (a) In respect of any amount of Compensation payable to a Director in Shares, funds sufficient for the purchase in the open market of such Shares shall be paid to the Trustee by the Corporation in trust for such Director from time to time, and shall be applied by the Trustee to the purchase of Shares, in the open market on a stock exchange, for that Director. (b) The Shares to which a Director becomes entitled hereunder shall be calculated on the basis of the Market Value thereof two (2) weeks prior to the Payment Date. (c) The Trustee shall cause such Shares to be registered in the name of the Director and held in electronic book-entry form through the DRS. (d) The Trustee shall cause the transfer agent to provide (i) a Direct Registration (DRS) Advice to each Director promptly after each purchase of Shares on such Director’s behalf, which will set out the number of Shares so purchased and the aggregate number of Shares held by such Director in the DRS, and (ii) a Direct Registration (DRS) Statement to each such Director annually. In addition, the Trustee shall promptly provide any other information required by the Director for tax reporting purposes. 9. COMPENSATION - DEFERRED STOCK UNITS (a) Deferred Stock Unit Account An account, to be known as a “Deferred Stock Unit Account”, shall be maintained by the Corporation for each Director and will show the number of Deferred Stock Units credited to a Director, to four (4) decimal places, from time to time. (b) Crediting Deferred Stock Unit Account In respect of any amount of Compensation payable to a Director in Deferred Stock Units, the number of Deferred Stock Units to be credited to that Director will be calculated by dividing the dollar amount of the quarterly Compensation payable to that Director in Deferred Stock Units on the Payment Date by the Market Value two (2) weeks prior to such date. (c) Additional Deferred Stock Units From Dividends On Shares In addition to Subsection 9(b), whenever any cash dividend or other cash distribution is paid on the Shares, additional Deferred Stock Units will be credited to the Director’s Deferred Stock Unit Account. The number of such additional Deferred Stock Units will be calculated by dividing the aggregate dividends that would have been paid to such Director if the Deferred Stock Units in the Director’s Deferred Stock Unit Account had been Shares, by the Market Value of a Share on the date on which the dividends are paid on the Shares, less the amount of any discount then in effect for the reinvestment of dividends under the Corporation’s Dividend Reinvestment and Share Purchase Plan.
7 10. CANADIAN TAXPAYER - DEFERRED STOCK UNITS This Section 10 only applies to Canadian Taxpayers: (a) Choice of Compensation Mix (i) The Directors shall elect on or before December 31 of the preceding year in which Compensation will be earned, the portion of such Compensation, excluding any Bonus Retainer, to be received by the Director in cash, Shares or Deferred Stock Units in respect of that calendar year, and, failing such election, the Director shall, subject to any minimum amounts of cash, Shares or Deferred Stock Units as set out in Appendix “A”, be deemed to have elected 100% in cash. (ii) Where a Director joins the Board after January 1 in any year, such Director shall make his or her compensation mix election within thirty (30) days of his or her election or appointment to the Board. (iii) In all cases, the Directors’ elections shall be irrevocable and shall remain in force from the date of such election until the date of the next election. (b) Canadian Election Form Each Director shall fill out a Canadian Election Form indicating their elected compensation mix and deliver such Canadian Election Form to the Corporation on the dates set out above. (c) Elected Payment Date – Canadian Taxpayer Except as provided in Subsection 10(e), the determined value of the Deferred Stock Units credited to the Deferred Stock Unit Account of a Director whose income is subject to Canadian income tax, net of required withholdings, shall be paid to that Director on a date to be agreed upon by that Director and the Corporation, provided that the payment date must be a date subsequent to the Retirement Date and may be no later than December 31 of the first calendar year commencing after that Retirement Date. (d) No Election Default If no such payment date agreement is reached, pursuant to Subsection 10(c), the payment date will be December 31 of the first calendar year commencing after that Director’s Retirement Date. (e) Payment on Death of a Canadian Taxpayer (i) When a Director dies, the value of the Deferred Stock Units credited to that Director’s Deferred Stock Unit Account, net of applicable withholdings, shall be paid to his or her Beneficiary as soon as practicable after the Director’s death, provided that the payment shall be made no later than December 31 of the first calendar year commencing after that Director’s Retirement Date.
8 (ii) Notwithstanding the above, if the Beneficiary of the deceased Director has not been determined within sixty (60) days after the Director’s death, the Corporation shall make such payment to the Estate. (f) Determining Value for Canadian Taxpayers To determine the value of Deferred Stock Units for the purposes of a payment to a Director (or, where the Director has died, his or her Beneficiary or Estate, as the case may be) under Subsections 10(c), (d) or (e), a Deferred Stock Unit will be valued equal to the Market Value multiplied by the number of Deferred Stock Units (including fractional Units) credited to a Director’s Deferred Stock Unit Account on the following basis: (i) for Subsections 10 (c) and (d), the Market Value on the third (3rd) Trading Day before the elected payment date; and (ii) for Subsection 10(e), the Market Value on the next Trading Day after the Director’s death. (g) Effect of Reorganization of the Corporation for Canadian Taxpayers In the event of any merger, consolidation or other reorganization of the Corporation in which the Corporation is not the surviving or continuing corporation, all Deferred Stock Units granted hereunder and outstanding on the date of such reorganization shall be assumed by the surviving or continuing corporation. If, in the event of any such merger, consolidation or other reorganization, provision for such assumption satisfactory to an owner of a Deferred Stock Unit granted under this Plan is not made by the surviving or continuing corporation, such owner shall have distributed to him or her within sixty (60) days after the reorganization, in full satisfaction, cash in payment of the Market Value on the Trading Day immediately preceding the day of such reorganization. 11. US TAXPAYER- DEFERRED STOCK UNITS This Section 11 only applies to U.S. Taxpayers: (a) Choice of Compensation Mix and Election Payment Date Directors shall elect on or before December 31 of the calendar year immediately preceding the calendar year in which Compensation will be earned: (i) the portion of such Compensation, excluding any Bonus Retainer, to be received by those Directors in cash, Shares or Deferred Stock Units in respect of that calendar year. If no election is made the Director shall, subject to any minimum amounts of cash, Shares or Deferred Stock Units as set out in Appendix “A”, be deemed to have elected 100% in cash; (ii) the date, to be agreed upon by each of the Directors and the Corporation for payment of such Director’s Deferred Stock Unit Account where such date may be any date after that Director’s Retirement Date, provided that the payment date is after that Retirement Date and no later than December
9 31 of the first calendar year commencing after that Retirement Date. If no such payment date is determined, the Corporation, at its sole discretion, shall pay the amount owing from Director’s Deferred Stock Unit Account within ninety (90) days following that Director’s Retirement Date; (iii) where a Director joins the Board after January 1 in any year, such Director shall make his or her election for both compensation mix and payment date within thirty (30) days of his or her election or appointment to the Board; and (iv) in all cases, the Directors’ elections shall be irrevocable and shall remain in force from the date of such election until the Director’s Retirement Date. (b) U.S. Election Form Each Director shall fill out a U.S. Election Form indicating their elected compensation mix and payment date of their Deferred Stock Unit Account and deliver such U.S. Election Form to the Corporation. Such form shall be irrevocable. (c) Specified Employee Notwithstanding Subsection 11 (a), if the payment of a Director’s Deferred Stock Unit Account would be subject to taxation or penalties under Code Section 409A because the timing of such payment is not delayed as provided in Section 409A for a “specified employee,” then if the Director is (1) a U.S. Taxpayer and (2) a “specified employee” under Code Section 409A, any payment which that Director would otherwise be entitled to receive during the six (6) month period following the Director’s Retirement Date shall be delayed and paid within fifteen (15) days after the date that is six (6) months following the Director’s Retirement Date, or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such taxation, such as upon that Director’s death. (d) Payment on Death of a U.S. Taxpayer (i) When a Director dies, the value of the Deferred Stock Unit Account, credited to that Director’s Deferred Stock Unit Account, net of applicable withholdings, shall be paid to his or her Beneficiary not later than by the later of (i) the end of the calendar year of the Director’s Retirement Date, or (ii) ninety (90) days following that Director’s date of death, provided that the Beneficiary shall not be permitted to designate the taxable year in which such payment is made. (ii) Notwithstanding the above, if the Beneficiary of the deceased Director has not been determined within sixty (60) days after the Director’s death, the Corporation shall make such payment to the Estate.
10 (e) Determining Value for U.S. Taxpayers To determine the value of Deferred Stock Units for the purposes of a payment to a Director (or, where the Director has died, his or her Beneficiary or Estate, as the case may be) under Subsections 11(a)(ii), (iii), (c) or (d), a Deferred Stock Unit will be valued equal to the Market Value multiplied by the number of Deferred Stock Units (including fractional Units) credited to a Director’s Deferred Stock Unit Account on the following basis: (i) for Subsections 11(a)(ii),(iii) and (c), the Market Value on the third (3rd) Trading Day before the elected payment date; and (ii) for Subsection 11(d), the Market Value on the next Trading Day after the Director’s death. (f) Dual-Taxed Members In the event that a Director is both a U.S. Taxpayer and a Canadian Taxpayer at the time that the Director’s Deferred Stock Units become payable, the provisions of this Section 11(f) shall apply: (i) If the Director has made a valid election under Section 11(a) and (b) with regard to payment of the Director’s Deferred Stock Units, payment of such Director’s Deferred Stock Unit Account shall be made in accordance such election, subject to Section 11(c). (ii) If the Director has not made a valid election under Section 11(a) and (b) with regard to payment of the Director’s Deferred Stock Units, payment of such Director’s Deferred Stock Unit Account shall be made as of a date determined by the Corporation in its discretion, with such payment date to be within ninety (90) days following the Director’s Retirement Date, subject to the following: 1. If the ninety (90) day period begins in one calendar year and ends in the following calendar year, the payment date within such 90-day period shall be determined in the sole discretion of the Corporation, and the Director shall not be permitted to make a payment election under Section 10(c) and (d) of the Plan that applies for a Canadian Taxpayer; or 2. If the ninety (90) day period begins and ends in the same calendar year, the Director shall be permitted to make a payment election under Section 10(c) and (d) of the Plan, but the payment date elected by the Director must fall within the 90-day period following the Director’s Retirement Date. (g) Code Section 409A Compliance With respect to any Director who is a U.S. Taxpayer, the Corporation intends that this Plan shall comply with the applicable provisions of Code Section 409A, or an exemption from the application of Code Section 409A, in order to prevent the
11 inclusion in the gross income of such Director of any deferred amount in a taxable year that is prior to the taxable year in which such amount would otherwise be distributed or made available to such Director under the terms of this Plan. This Plan shall be construed, interpreted and administered in a manner consistent with such intent. In furtherance of this intent, to the extent that any term of this Plan is ambiguous, such term shall be interpreted to comply with Code Section 409A, or an exemption from the application of Code Section 409A, as determined by the Corporation. (h) Effect of Reorganization of the Corporation for U.S. Taxpayers and Dual-Taxed Members In the event of any merger, consolidation or other reorganization of the Corporation where the surviving or continuing corporation does not assume all of the Director’s Deferred Stock Units that are outstanding on the date of such reorganization, and such event constitutes a “change in control” of the Corporation within the meaning of Code Section 409A, then the surviving or continuing corporation shall distribute to the Director, within sixty (60) days after the closing date of such event, in complete satisfaction of all the rights of the Director under this Plan, cash in full payment of the Market Value of the Director’s Deferred Stock Units as valued as of the Trading Day immediately preceding the closing date of such event. In the event that the Director is a Dual-Taxed Member, this Section 11(h) shall apply and Section 10(g) shall be inapplicable. 12. BROKERAGE COMMISSIONS All brokerage commissions and other transaction costs in respect of Share purchases made under Section 8 of this Plan shall be paid by the Corporation. 13. TAXES AND REPORTING (a) The Corporation shall deduct from all amounts otherwise payable to a Director (or Beneficiary or Estate, as the case may be) all amounts, including applicable taxes, that are required by law to be withheld with respect to the amount otherwise payable. (b) Notwithstanding anything else contained herein, each Director who participates in this Plan shall be responsible for: (i) the payment of all applicable taxes including, but not limited to, income taxes payable in connection with the acquisition, holding and delivery of Shares for or to a Director pursuant to this Plan and the payment of the value of the Deferred Stock Units, subject to deduction and remittance by the Corporation of applicable withholding taxes; and (ii) compliance with the continuous disclosure requirements of the applicable securities commissions or similar regulatory authorities in Canada and those exchanges upon which the Corporation’s Shares are traded, including, but not limited to, the preparation and filing of insider trading reports respecting the acquisition of Shares pursuant to this Plan,
12 and the Corporation, its employees and agents shall bear no liability in connection with the payment of such taxes or the compliance with such disclosure requirements. 14. DILUTION ADJUSTMENTS In the event that the outstanding Shares of the Corporation shall be increased or decreased, or changed into, or exchanged for a different number or kind of shares or other securities of the Corporation or another corporation, whether through a stock dividend, stock split, consolidation, recapitalization, amalgamation, reorganization, arrangement or other transaction, the Governance Committee or the Board may make appropriate adjustments to the number or kind of shares or securities upon which Deferred Stock Units are based under this Plan, and as regards Deferred Stock Units previously granted or to be granted pursuant to this Plan, in the number or kind of shares or securities upon which Deferred Stock Units are based and the purchase price therefor. 15. OPERATION OF RIGHTS PLAN The appropriate adjustments in the number of Deferred Stock Units may be made by the Board in its discretion in order to give effect to the adjustments in the number of Shares of the Corporation resulting from the implementation and operation of the Shareholder Rights Plan Agreement originally dated as of November 9, 1995 and as amended from time to time. 16. AMENDMENTS, ETC. Subject to applicable regulatory approval, the Board may revise, suspend or discontinue this Plan in whole or in part. No such revision, suspension, or discontinuance shall alter or impair the rights of a Director in respect of Deferred Stock Units or Shares previously granted or received under this Plan, without the consent of that Director. 17. PERIODIC REVIEW The compensation available, and competitiveness of this Plan relative to the Comparator Group, will be reviewed: (a) by external consultants every second year, commencing in 2015; and (b) by internal management every second year, commencing in 2014. 18. EFFECTIVE DATE This Plan is effective as of January 1, 2023, and may be amended from time to time. Commencing January 1, 2023, no new Shares or Deferred Stock Units shall be granted or received under any previous “Directors’ Compensation Plan” for Enbridge Inc. Any Shares or Deferred Stock Units previously granted or received under such previous compensation plans shall continue without alteration, including any previous elected payment date made by a Director, or impairment of the rights of a Director with respect to such Compensation.
13 APPENDIX “A” to the Directors’ Compensation Plan Retainer and Fees 1. Flat Fee Schedule The following table establishes the annual fee schedule for Directors and is effective as of January 1, 2025. Elective Payment Form1 Compensation Elements Annual Fee2 Before minimum share ownership After minimum share ownership Cash Shares DSUs Cash3 Shares3 DSUs3 Board Retainer $315,000 Up to 50% Up to 50% 50% to 100% Up to 65% Up to 65% 35% to 100% Additional Board Chair Retainer $265,000 Additional Committee Chair Retainer: AFRC HRCC S&R GC SC $25,000 $20,000 $20,000 $20,000 $20,000 1. Directors may elect the form of payment in increments of 5% up to the percentage amounts specified in the table. 2. All fees in U.S. dollars. 2. Penalty for Non-Attendance At the end of each year, the Governance Committee will review the record of attendance of Directors at Committee meetings and Board meetings. The Chair of the Governance Committee along with the Board Chair, at their discretion, will recommend to the Board appropriate penalties for non-attendance by Directors at Committee and Board meetings. 3. Travel Fees A per diem allowance of $1,500 U.S. shall be paid in cash to Directors who travel from their home state or province to a meeting in another state or province.
14 4. Share Ownership Requirement Effective January 1, 2016, Directors shall hold a personal investment in Shares and Deferred Stock Units of at least three (3) times the amount of the annual Board Retainer, expressed in Canadian currency1and be required to achieve such investment within five (5) years of joining the Board. 1 U.S. Currency for those Directors paid in U.S. funds.
15 APPENDIX “B” to the Directors’ Compensation Plan DESIGNATION OF BENEFICIARY FORM I, _____________________________________ (Director’s Name) for the purposes of designating a Beneficiary pursuant to the Directors’ Compensation Plan of Enbridge Inc. hereby designate _______________________ (insert name of Beneficiary (ies)) as my Beneficiary of the Compensation owed to me by the Corporation. At my own discretion, I make an additional designation should my Beneficiary not survive me. I designate as my contingent Beneficiary _________________________________ (insert name of contingent Beneficiary) of the Compensation owed to me by the Corporation. I make this designation on the _____ day of _______, 20____. ________________________ Signature ________________________ Print Name Instructions: This Designation of Beneficiary Form should be completed, signed and delivered to Enbridge Inc. as soon as possible once you have been appointed to the Board of the Corporation. Any changes to the above will require the delivery of an amended form. In the event that you would like to name a contingent beneficiary, should your primary beneficiary not survive you, please indicate above, a contingent beneficiary. For questions regarding your Plan or Form, please call David Taniguchi at (403)508-3156. For delivery to Enbridge Inc., please fax your Form to (403) 231-5929.
Exhibit 22.1
Subsidiary Guarantors
As of March 31, 2025, each of the following subsidiaries of Enbridge Inc. (“Enbridge”), both of which are indirect, wholly-owned subsidiaries of Enbridge, has fully and unconditionally guaranteed on an unsecured, joint and several basis, each of the registered debt securities of Enbridge listed below:
Subsidiary Guarantors
1.Spectra Energy Partners, LP, a Delaware limited partnership
2.Enbridge Energy Partners, L.P., a Delaware limited partnership
Registered Debt Securities of Enbridge Guaranteed by each of the Subsidiary Guarantors
1.4.250% Senior Notes due 2026
2.1.600% Senior Notes due 2026
3.5.900% Senior Notes due 2026
4.3.700% Senior Notes due 2027
5.5.250% Senior Notes due 2027
6.6.000% Senior Notes due 2028
7.3.125% Senior Notes due 2029
8.5.300% Senior Notes due 2029
9.6.200% Senior Notes due 2030
10.2.500% Sustainability-Linked Senior Notes due 2033
11.5.700% Sustainability-Linked Senior Notes due 2033
12.5.625% Senior Notes due 2034
13.4.500% Senior Notes due 2044
14.5.500% Senior Notes due 2046
15.4.000% Senior Notes due 2049
16.3.400% Senior Notes due 2051
17.6.700% Senior Notes due 2053
18.5.950% Senior Notes due 2054
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory L. Ebel, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Enbridge Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 9, 2025 | By: | /s/ Gregory L. Ebel | ||||||||
| Gregory L. Ebel | |||||||||||
President and Chief Executive Officer (Principal Executive Officer) Enbridge Inc. | |||||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patrick R. Murray, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Enbridge Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 9, 2025 | By: | /s/ Patrick R. Murray | ||||||||
| Patrick R. Murray | |||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) Enbridge Inc. | |||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Enbridge Inc. on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory L. Ebel, President and Chief Executive Officer of Enbridge Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enbridge Inc.
| Date: | May 9, 2025 | By: | /s/ Gregory L. Ebel | ||||||||
| Gregory L. Ebel | |||||||||||
President and Chief Executive Officer (Principal Executive Officer) Enbridge Inc. | |||||||||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Enbridge Inc. on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick R. Murray, Executive Vice President and Chief Financial Officer of Enbridge Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enbridge Inc.
| Date: | May 9, 2025 | By: | /s/ Patrick R. Murray | ||||||||
| Patrick R. Murray | |||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) Enbridge Inc. | |||||||||||