ENBRIDGE INC
For the period ended Dec 31, 2023. Filed Feb 9, 2024.
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FY2023 · Filed Feb 9, 2024
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Enbridge Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Enbridge Inc. and its subsidiaries (together, the Company) as of December 31, 2023 and 2022, and the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment
As described in Notes 2 and 15 to the consolidated financial statements, the Company’s goodwill balance was $31,848 million at December 31, 2023. As disclosed by management, an annual goodwill impairment assessment is performed at the reporting unit level as of April 1 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Management has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. In making the qualitative assessment, management considers macroeconomic trends, changes to regulatory environments, capital accessibility, operating income trends and changes to industry conditions. The quantitative goodwill impairment assessment involves determining the fair value of the Company’s reporting units and comparing those values to the carrying value of each reporting unit, including goodwill. Fair value is estimated using a discounted cash flow technique. The determination of fair value using the discounted cash flow technique requires the use of estimates and assumptions related to discount rates, projected operating income, expected future capital expenditures and working capital levels, as well as terminal value growth rates for the Liquids Pipelines, Gas Transmission and Midstream (Gas Transmission), and Renewable Power Generation reporting units, and projected regulatory rate base and rate base multiple for the Gas Distribution and Storage (Gas Distribution) reporting unit. Management performed a qualitative goodwill impairment assessment as of April 1, 2023 for the following reporting units: Liquids Pipelines, Gas Transmission, Gas Distribution and Renewable Power Generation and did not identify impairment indicators. Due to the Ontario Energy Board decision on Phase 1 for Enbridge Gas Inc., announced in December 2023, management performed a quantitative assessment for the Gas Distribution reporting unit as of December 1, 2023. In addition, management performed a quantitative assessment for the Gas Transmission reporting unit as of December 1, 2023. Neither assessment resulted in the recognition of an impairment charge of either reporting unit.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are the significant judgments required by management when developing such significant assumptions as discount rates, projected operating income, expected future capital expenditures, terminal value growth rates, projected regulatory rate base and rate base multiple used to estimate the fair value of the Gas Transmission and Gas Distribution reporting units, as applicable, as of December 1, 2023. This led to a high degree of auditor judgment, effort and subjectivity in performing procedures to evaluate the reasonableness of management’s significant assumptions used in the quantitative assessment. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment assessment, including controls over the determination of the fair value estimates of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates of the Gas Transmission and Gas Distribution reporting units.
Testing management’s process for developing the fair value estimates included evaluating the appropriateness of the discounted cash flow models; testing the completeness and accuracy of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management in determining the fair value estimates, including discount rates, projected operating income, expected future capital expenditures, projected regulatory rate base and rate base multiple and terminal value growth rates. Assessing the reasonableness of projected operating income, expected future capital expenditures and the projected regulatory rate base involved evaluating whether these significant assumptions were reasonable considering the current and past performance of the Company’s reporting units, external industry data and evidence obtained in other areas of the audit, as applicable. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s discounted cash flow models and evaluating the reasonableness of significant assumptions used in the models, specifically discount rates, terminal value growth rates and the rate base multiple.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Calgary, Canada
February 9, 2024
We have served as the Company's auditor since 1949.
CONSOLIDATED STATEMENTS OF EARNINGS
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars, except per share amounts) | |||
| Operating revenues | |||
| Commodity sales | 18,981 | 29,150 | 26,873 |
| Gas distribution sales | 4,839 | 5,653 | 4,026 |
| Transportation and other services | 19,829 | 18,506 | 16,172 |
| Total operating revenues (Note 4) | 43,649 | 53,309 | 47,071 |
| Operating expenses | |||
| Commodity costs | 18,526 | 28,942 | 26,608 |
| Gas distribution costs | 2,840 | 3,647 | 2,094 |
| Operating and administrative | 8,600 | 8,219 | 6,712 |
| Depreciation and amortization | 4,613 | 4,317 | 3,852 |
| Impairment of long-lived assets | 419 | 541 | — |
| Impairment of goodwill (Note 15) | — | 2,465 | — |
| Total operating expenses | 34,998 | 48,131 | 39,266 |
| Operating income | 8,651 | 5,178 | 7,805 |
| Income from equity investments (Note 13) | 1,816 | 2,056 | 1,600 |
| Gain on joint venture merger transaction (Note 13) | — | 1,076 | — |
| Other income/(expense) (Note 27) | 1,224 | (589) | 979 |
| Interest expense (Note 17) | (3,812) | (3,179) | (2,655) |
| Earnings before income taxes | 7,879 | 4,542 | 7,729 |
| Income tax expense (Note 24) | (1,821) | (1,604) | (1,415) |
| Earnings | 6,058 | 2,938 | 6,314 |
| (Earnings)/loss attributable to noncontrolling interests | 133 | 65 | (125) |
| Earnings attributable to controlling interests | 6,191 | 3,003 | 6,189 |
| Preference share dividends | (352) | (414) | (373) |
| Earnings attributable to common shareholders | 5,839 | 2,589 | 5,816 |
| Earnings per common share attributable to common shareholders (Note 6) | 2.84 | 1.28 | 2.87 |
| Diluted earnings per common share attributable to common shareholders (Note 6) | 2.84 | 1.28 | 2.87 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Earnings | 6,058 | 2,938 | 6,314 |
| Other comprehensive income/(loss), net of tax | |||
| Change in unrealized gain on cash flow hedges | 220 | 847 | 162 |
| Change in unrealized gain/(loss) on net investment hedges | 409 | (971) | 49 |
| Other comprehensive income/(loss) from equity investees | 6 | (6) | (12) |
| Excluded components of fair value hedges | 12 | (35) | (5) |
| Reclassification to earnings of loss on cash flow hedges | 14 | 143 | 235 |
| Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts | (18) | (10) | 21 |
| Reclassification to earnings of (gain)/loss on equity investees | — | 16 | (62) |
| Actuarial gain/(loss) on pension and OPEB | (130) | 312 | 394 |
| Foreign currency translation adjustments | (1,728) | 4,406 | (507) |
| Other comprehensive income/(loss), net of tax | (1,215) | 4,702 | 275 |
| Comprehensive income | 4,843 | 7,640 | 6,589 |
| Comprehensive (income)/loss attributable to noncontrolling interests | 131 | (21) | (95) |
| Comprehensive income attributable to controlling interests | 4,974 | 7,619 | 6,494 |
| Preference share dividends | (352) | (414) | (373) |
| Comprehensive income attributable to common shareholders | 4,622 | 7,205 | 6,121 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars, except per share amounts) | |||
| Preference shares (Note 20) | |||
| Balance at beginning of year | 6,818 | 7,747 | 7,747 |
| Redemption of preference shares | — | (929) | — |
| Balance at end of year | 6,818 | 6,818 | 7,747 |
| Common shares (Note 20) | |||
| Balance at beginning of year | 64,760 | 64,799 | 64,768 |
| Shares issued, net of issue costs | 4,485 | — | — |
| Shares issued on exercise of stock options | 3 | 53 | 31 |
| Shares issued on vesting of restricted stock units (RSU), net of tax | 12 | — | — |
| Share purchases at stated value | (80) | (88) | — |
| Other | — | (4) | — |
| Balance at end of year | 69,180 | 64,760 | 64,799 |
| Additional paid-in capital | |||
| Balance at beginning of year | 275 | 365 | 277 |
| Stock-based compensation | 71 | 36 | 28 |
| Stock options exercised | (3) | (50) | (23) |
| Vested RSUs | (20) | — | — |
| Purchase of noncontrolling interest | (28) | (43) | — |
| Change in reciprocal interest | — | — | 98 |
| Other | (27) | (33) | (15) |
| Balance at end of year | 268 | 275 | 365 |
| Deficit | |||
| Balance at beginning of year | (15,486) | (10,989) | (9,995) |
| Earnings attributable to controlling interests | 6,191 | 3,003 | 6,189 |
| Preference share dividends | (352) | (414) | (373) |
| Common share dividends declared | (7,423) | (7,023) | (6,818) |
| Dividends paid to reciprocal shareholder | — | — | 8 |
| Share purchases in excess of stated value | (45) | (63) | — |
| Balance at end of year | (17,115) | (15,486) | (10,989) |
| Accumulated other comprehensive income/(loss) (Note 22) | |||
| Balance at beginning of year | 3,520 | (1,096) | (1,401) |
| Other comprehensive income/(loss) attributable to common shareholders, net of tax | (1,217) | 4,616 | 305 |
| Balance at end of year | 2,303 | 3,520 | (1,096) |
| Reciprocal shareholding | |||
| Balance at beginning of year | — | — | (29) |
| Change in reciprocal interest | — | — | 29 |
| Balance at end of year | — | — | — |
| Total Enbridge Inc. shareholders' equity | 61,454 | 59,887 | 60,826 |
| Noncontrolling interests (Note 19) | |||
| Balance at beginning of year | 3,511 | 2,542 | 2,996 |
| Earnings/(loss) attributable to noncontrolling interests | (133) | (65) | 125 |
| Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax | |||
| Change in unrealized gain/(loss) on cash flow hedges | 35 | (28) | (15) |
| Foreign currency translation adjustments | (33) | 114 | (15) |
| 2 | 86 | (30) | |
| Comprehensive income/(loss) attributable to noncontrolling interests | (131) | 21 | 95 |
| Distributions | (363) | (259) | (271) |
| Contributions | 11 | 1,105 | 15 |
| Redemption of noncontrolling interests | — | — | (293) |
| Purchase of noncontrolling interests | 2 | 55 | — |
| Other | (1) | 47 | — |
| Balance at end of year | 3,029 | 3,511 | 2,542 |
| Total equity | 64,483 | 63,398 | 63,368 |
| Dividends paid per common share | 3.55 | 3.44 | 3.34 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Operating activities | |||
| Earnings | 6,058 | 2,938 | 6,314 |
| Adjustments to reconcile earnings to net cash provided by operating activities: | |||
| Depreciation and amortization | 4,613 | 4,317 | 3,852 |
| Deferred income tax expense (Note 24) | 1,420 | 957 | 1,091 |
| Unrealized derivative fair value (gain)/loss, net (Note 23) | (1,180) | 1,280 | (173) |
| Income from equity investments (Note 13) | (1,816) | (2,056) | (1,600) |
| Distributions from equity investments | 1,998 | 1,827 | 1,630 |
| Impairment of long-lived assets | 419 | 541 | — |
| Impairment of goodwill (Note 15) | — | 2,465 | — |
| Gain on joint venture merger transaction (Note 13) | — | (1,076) | — |
| (Gain)/loss on dispositions (Note 27) | (15) | 12 | (319) |
| Other | 393 | 37 | (73) |
| Changes in operating assets and liabilities (Note 28) | 2,311 | (12) | (1,466) |
| Net cash provided by operating activities | 14,201 | 11,230 | 9,256 |
| Investing activities | |||
| Capital expenditures | (4,654) | (4,647) | (7,818) |
| Long-term, restricted and other investments | (1,276) | (1,041) | (640) |
| Distributions from equity investments in excess of cumulative earnings | 1,151 | 763 | 533 |
| Additions to intangible assets | (222) | (174) | (275) |
| Acquisitions | (954) | (828) | (3,785) |
| Proceeds from joint venture merger transaction (Note 13) | — | 522 | — |
| Proceeds from dispositions | — | — | 1,263 |
| Net change in affiliate loans | (27) | 135 | 65 |
| Other | (61) | — | — |
| Net cash used in investing activities | (6,043) | (5,270) | (10,657) |
| Financing activities | |||
| Net change in short-term borrowings | (1,596) | 481 | 394 |
| Net change in commercial paper and credit facility draws | (8,157) | (1,333) | 2,960 |
| Debenture and term note issues, net of issue costs | 15,377 | 7,547 | 8,032 |
| Debenture and term note repayments | (4,819) | (4,198) | (2,264) |
| Sale of noncontrolling interest in subsidiary (Note 8) | — | 1,092 | — |
| Contributions from noncontrolling interests | 11 | 13 | 15 |
| Distributions to noncontrolling interests | (363) | (259) | (271) |
| Common shares issued, net of issue costs | 4,450 | 3 | 5 |
| Common shares repurchased | (125) | (151) | — |
| Preference share dividends | (352) | (338) | (367) |
| Common share dividends | (7,276) | (6,968) | (6,766) |
| Redemption of preference shares | — | (1,003) | — |
| Redemption of preferred shares held by subsidiary | — | — | (415) |
| Net change in affiliate loan | 71 | — | — |
| Other | (85) | (314) | (87) |
| Net cash provided by/(used in) financing activities | (2,864) | (5,428) | 1,236 |
| Effect of translation of foreign denominated cash and cash equivalents and restricted cash | (216) | 55 | (5) |
| Net change in cash and cash equivalents and restricted cash | 5,078 | 587 | (170) |
| Cash and cash equivalents and restricted cash at beginning of year | 907 | 320 | 490 |
| Cash and cash equivalents and restricted cash at end of year | 5,985 | 907 | 320 |
| Supplementary cash flow information | |||
| Cash paid for income taxes | 578 | 495 | 489 |
| Cash paid for interest, net of amount capitalized | 3,380 | 2,920 | 2,427 |
| Property, plant and equipment and intangible assets non-cash accruals | 813 | 937 | 831 |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars; number of shares in millions) | ||
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 5,901 | 861 |
| Restricted cash | 84 | 46 |
| Trade receivables and unbilled revenues | 4,410 | 5,616 |
| Other current assets (Note 9) | 2,440 | 3,255 |
| Accounts receivable from affiliates | 85 | 114 |
| Inventory (Note 10) | 1,479 | 2,255 |
| 14,399 | 12,147 | |
| Property, plant and equipment, net (Note 11) | 104,641 | 104,460 |
| Long-term investments (Note 13) | 16,793 | 15,936 |
| Restricted long-term investments (Note 23) | 717 | 593 |
| Deferred amounts and other assets | 8,041 | 9,542 |
| Intangible assets, net (Note 14) | 3,537 | 4,018 |
| Goodwill (Note 15) | 31,848 | 32,440 |
| Deferred income taxes (Note 24) | 341 | 472 |
| Total assets | 180,317 | 179,608 |
| Liabilities and equity | ||
| Current liabilities | ||
| Short-term borrowings (Note 17) | 400 | 1,996 |
| Trade payables and accrued liabilities | 4,308 | 6,172 |
| Other current liabilities (Note 16) | 5,659 | 5,220 |
| Accounts payable to affiliates | 26 | 105 |
| Interest payable | 958 | 763 |
| Current portion of long-term debt (Note 17) | 6,084 | 6,045 |
| 17,435 | 20,301 | |
| Long-term debt (Note 17) | 74,715 | 72,939 |
| Other long-term liabilities | 8,653 | 9,189 |
| Deferred income taxes (Note 24) | 15,031 | 13,781 |
| 115,834 | 116,210 | |
| Commitments and contingencies (Note 30) | ||
| Equity | ||
| Share capital (Note 20) | ||
| Preference shares | 6,818 | 6,818 |
| Common shares (2,125 and 2,025 outstanding at December 31, 2023 and 2022, respectively) | 69,180 | 64,760 |
| Additional paid-in capital | 268 | 275 |
| Deficit | (17,115) | (15,486) |
| Accumulated other comprehensive income (Note 22) | 2,303 | 3,520 |
| Total Enbridge Inc. shareholders’ equity | 61,454 | 59,887 |
| Noncontrolling interests (Note 19) | 3,029 | 3,511 |
| 64,483 | 63,398 | |
| Total liabilities and equity | 180,317 | 179,608 |
Variable Interest Entities (VIEs)(Note 12)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INDEX
| PAGE | ||
|---|---|---|
| 1. | Business Overview | 108 |
| 2. | Significant Accounting Policies | 109 |
| 3. | Changes in Accounting Policies | 119 |
| 4. | Revenue | 120 |
| 5. | Segmented Information | 124 |
| 6. | Earnings per Common Share | 126 |
| 7. | Regulatory Matters | 126 |
| 8. | Acquisitions and Dispositions | 130 |
| 9. | Other Current Assets | 135 |
| 10. | Inventory | 135 |
| 11. | Property, Plant and Equipment | 135 |
| 12. | Variable Interest Entities | 136 |
| 13. | Long-Term Investments | 139 |
| 14. | Intangible Assets | 142 |
| 15. | Goodwill | 142 |
| 16. | Other Current Liabilities | 143 |
| 17. | Debt | 144 |
| 18. | Asset Retirement Obligations | 148 |
| 19. | Noncontrolling Interests | 148 |
| 20. | Share Capital | 149 |
| 21. | Stock Option and Stock Unit Plans | 152 |
| 22. | Components of Accumulated Other Comprehensive Income/(Loss) | 155 |
| 23. | Risk Management and Financial Instruments | 156 |
| 24. | Income Taxes | 167 |
| 25. | Pension and Other Postretirement Benefits | 170 |
| 26. | Leases | 178 |
| 27. | Other Income/(Expense) | 180 |
| 28. | Changes in Operating Assets and Liabilities | 180 |
| 29. | Related Party Transactions | 181 |
| 30. | Commitments and Contingencies | 182 |
| 31. | Guarantees | 183 |
| 32. | Quarterly Financial Data (Unaudited) | 184 |
| 33. | Subsequent Event | 184 |
- BUSINESS OVERVIEW
The terms "we", "our", "us" and "Enbridge" as used in this report refer collectively to Enbridge Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Enbridge.
Enbridge is a publicly traded energy transportation and distribution company. We conduct our business through five business segments: Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Storage, Renewable Power Generation, and Energy Services. These reporting segments are strategic business units established by senior management to facilitate the achievement of our long-term objectives, to aid in resource allocation decisions and to assess operational performance.
Liquids Pipelines consists of pipelines and terminals in Canada and the United States (US) that transport and export various grades of crude oil and other liquid hydrocarbons, including the Mainline System, Regional Oil Sands System, Gulf Coast and Mid-Continent, and Other. On October 12, 2021, we acquired Moda Midstream Operating, LLC (Moda)(Note 8), which includes the Enbridge Ingleside Energy Center, and is a component of Gulf Coast and Mid-Continent.
Gas Transmission and Midstream consists of our investments in natural gas pipelines and gathering and processing facilities in Canada and the US, including US Gas Transmission, Canadian Gas Transmission, US Midstream, and Other. This segment also includes certain investments in renewable natural gas (RNG) facilities.
Gas Distribution and Storage consists of our natural gas utility operations, the core of which is Enbridge Gas Inc. (Enbridge Gas), which serves residential, commercial and industrial customers throughout Ontario. This business segment also includes natural gas distribution activities in Québec. We sold our investment in Noverco Inc. (Noverco), previously reported in the Gas Distribution and Storage segment, to Trencap L.P. on December 30, 2021(Note 13).
Renewable Power Generation consists primarily of investments in wind and solar assets, as well as geothermal, waste heat recovery, and transmission assets. In North America, assets are primarily located in the provinces of Alberta, Ontario and Québec, and in the states of Colorado, Texas, Indiana, Ohio and West Virginia. We also hold interests in offshore wind facilities in operation, under construction and in active development in the United Kingdom, France and Germany. This segment also includes Tri Global Energy, LLC (TGE) which was acquired on September 27, 2022(Note 8).
Our Energy Services businesses in Canada and the US undertake physical commodity marketing activity and logistical services to manage our volume commitments on various pipeline systems. This segment also provides energy marketing services to North American refiners, producers and other customers.
In addition to the segments described above, Eliminations and Other includes operating and administrative costs that are not allocated to business segments, the impact of foreign exchange hedge settlements and the activities of our wholly-owned captive insurance subsidiaries. The principal activity of our captive insurance subsidiaries is providing insurance and reinsurance coverage for certain insurable property and casualty risk exposures of our operating subsidiaries and certain equity investments. Eliminations and Other also includes new business development activities and corporate investments.
- SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Amounts are stated in Canadian dollars unless otherwise noted. As a Securities and Exchange Commission (SEC) registrant, we are permitted to use US GAAP for the purposes of meeting both our Canadian and US continuous disclosure requirements.
BASIS OF PRESENTATION AND USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities in the consolidated financial statements. Significant estimates and assumptions used in the preparation of the consolidated financial statements include, but are not limited to: variable consideration included in revenue (Note 4); carrying values of regulatory assets and liabilities(Note 7); purchase price allocations(Note 8); unbilled revenues; expected credit losses; depreciation rates and carrying value of property, plant and equipment(Note 11); amortization rates and carrying value of intangible assets(Note 14); measurement of goodwill(Note 15); fair value of asset retirement obligations (ARO)(Note 18); valuation of stock-based compensation(Note 21); fair value of financial instruments(Note 23); provisions for income taxes(Note 24); assumptions used to measure retirement benefits and OPEB(Note 25); commitments and contingencies(Note 30); and estimates of losses related to environmental remediation obligations(Note 30). Actual results could differ from these estimates.
Certain comparative figures in our consolidated financial statements have been reclassified to conform to the current year's presentation.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include our accounts and the accounts of our subsidiaries and VIEs for which we are the primary beneficiary. A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity's operations through voting rights or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, we perform an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Where we conclude that we are the primary beneficiary of a VIE, we consolidate the accounts of that VIE. We assess all variable interests in the entity and use our judgment when determining if we are the primary beneficiary. Other qualitative factors that are considered include decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights and level of involvement of other parties. We assess the primary beneficiary determination for a VIE on an ongoing basis if there are changes in the facts and circumstances related to a VIE. If an entity is determined to not be a VIE, the voting interest entity model is applied, where an investor holding the majority voting rights consolidates the entity. The consolidated financial statements also include the accounts of any limited partnerships where we represent the general partner and, based on all facts and circumstances, control such limited partnerships, unless the limited partner has substantive participating rights or substantive kick-out rights. For certain investments where we retain an undivided interest in assets and liabilities, we record our proportionate share of assets, liabilities, revenues and expenses.
All intercompany accounts and transactions are eliminated upon consolidation. Ownership interests in subsidiaries represented by other parties that do not control the entity are presented in the consolidated financial statements as activities and balances attributable to noncontrolling interests. Investments and entities over which we exercise significant influence are accounted for using the equity method.
REGULATION
Certain parts of our businesses are subject to regulation by various authorities including, but not limited to, the Canada Energy Regulator (CER), the Federal Energy Regulatory Commission (FERC), the Alberta Energy Regulator, the BC Energy Regulator, the Ontario Energy Board (OEB) and the Québec Régie de l’énergie. Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking, and agreements with customers. To recognize the economic effects of the actions of the regulator, the timing of recognition of certain revenues and expenses in these operations may differ from that otherwise expected under US GAAP for non-rate-regulated entities.
Regulatory assets represent amounts that are expected to be recovered from customers in future periods through rates. Regulatory liabilities represent amounts that are expected to be refunded to customers in future periods through rates, amounts collected from customers in advance of costs being incurred, or to be paid to cover future abandonment costs in relation to the CER's Land Matters Consultation Initiative (LMCI) and for future removal and site restoration costs as approved by the regulator. If there are changes in our assessment of the probability of recovery for a regulatory asset, we reduce its carrying amount to the balance that we expect to recover from customers in future periods through rates. If a regulator later excludes from allowable costs all or a part of costs that were capitalized as a regulatory asset, we reduce the carrying amount of the asset by the excluded amounts. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator's actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, we would generally not recognize regulatory assets or liabilities and the earnings impact would be recorded in the period the expenses are incurred or revenues are earned. A regulatory asset or liability is recognized in respect of deferred income taxes when it is expected the amounts will be recovered or settled through future regulator-approved rates.
During the fourth quarter of 2023, Southern Lights Pipeline completed an open season to negotiate new transportation service agreements. We do not expect to renew the agreements under a cost-of-service toll methodology, therefore Southern Lights Pipeline is no longer subject to rate-regulated accounting. As a result, the related regulatory liabilities, regulatory tax assets and associated regulatory deferred tax liabilities were derecognized. We believe that the recovery of our remaining regulatory assets as at December 31, 2023 is probable over the periods described in Note 7 - Regulatory Matters.
Effective January 1, 2015, we began collecting and setting aside funds to cover future pipeline abandonment costs for all CER-regulated pipelines as a result of the regulatory requirements under the LMCI. The funds collected are held in trusts in accordance with the CER decision. The funds collected from shippers are reported within Transportation and other services revenues in the Consolidated Statements of Earnings and Restricted long-term investments in the Consolidated Statements of Financial Position. Concurrently, we reflect the future abandonment cost as an increase to Operating and administrative expense in the Consolidated Statements of Earnings and Other long-term liabilities in the Consolidated Statements of Financial Position.
An allowance for funds used during construction (AFUDC) is included in the cost of property, plant and equipment and is depreciated over future periods as part of the total cost of the related asset. AFUDC includes both an interest component and, if approved by the regulator, a cost of equity component, which are both capitalized based on rates set out in a regulatory agreement. The corresponding impact on earnings is included in Interest expense for the interest component and Other income/(expense) for the equity component. In the absence of rate regulation, we would capitalize interest using a capitalization rate based on our cost of borrowing, whereas the capitalized equity component, the corresponding earnings during the construction phase and the subsequent depreciation relating to the equity component would not be recognized. The equity component of AFUDC is included as a non-cash reconciling item to earnings within Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.
Under the pool method prescribed by certain regulators, it is not possible to identify the carrying value of the equity component of AFUDC or its effect on depreciation. Similarly, gains and losses on the retirement of certain specific fixed assets in any given year cannot be identified or quantified.
With the approval of regulators, certain operations capitalize a percentage of specified operating costs. These operations are authorized to charge depreciation and earn a return on the net book value of such capitalized costs in future years. In the absence of rate regulation, a portion of such operating costs would be charged to earnings in the year incurred.
For certain regulated operations to which US GAAP guidance for phase-in plans applies, negotiated depreciation rates recovered in transportation tolls may be less than the depreciation expense calculated in accordance with US GAAP in early years of long-term contracts but recovered in future periods when tolls exceed depreciation. Depreciation expense on such assets is recorded in accordance with US GAAP and no regulatory asset is recorded.
REVENUE RECOGNITION
For businesses that are not rate-regulated, revenues are recorded when products have been delivered or services have been performed, the amount of revenue can be reliably measured and collectability is reasonably assured. Customer creditworthiness is assessed prior to agreement signing and throughout the contract duration. Certain revenues from our liquids and natural gas pipeline businesses are recognized under the terms of committed delivery contracts, rather than the cash tolls received.
Long-term take-or-pay contracts, under which shippers are obligated to pay fixed amounts ratably over the contract period regardless of volumes shipped, may contain make-up rights. Make-up rights are earned by shippers when minimum volume commitments are not utilized during the period but under certain circumstances can be used to offset overages in future periods, subject to expiry. We recognize revenues associated with make-up rights at the earlier of when the make-up volume is shipped, the make-up right expires, or when it is determined that the likelihood that the shipper will utilize the make-up right is remote. We also have long-term contracts where the revenue profile does not align with the cash receipt schedule, resulting in the recognition of deferred revenue.
Certain offshore pipeline transportation contracts require us to provide transportation services for the life of the underlying producing fields. Under these arrangements, shippers pay us a fixed monthly toll for a defined period of time which may be shorter than the estimated reserve life of the underlying producing fields, resulting in a contract period which extends past the period of cash collection. Fixed monthly toll revenues are recognized ratably over the committed volume made available to shippers throughout the contract period, regardless of when cash is received.
For the years ended December 31, 2023, 2022 and 2021, cash received net of revenue recognized for contracts under make-up rights and similar deferred revenue arrangements was $210 million, $238 million and $127 million, respectively.
For rate-regulated businesses, revenues are recognized in a manner that is consistent with the underlying agreements as approved by the regulators. Natural gas utility revenues are recorded based on regular meter readings and estimates of customer usage from the last meter reading to the end of the reporting period. Estimates are based on historical consumption patterns and heating degree days experienced. Heating degree days is a measure of coldness that is indicative of volumetric requirements for natural gas utilized for heating purposes in our distribution franchise areas.
Our Energy Services segment enters into commodity purchase and sale arrangements that are recorded on a gross basis as we are acting as the principal in the transactions.
No non-affiliated customer exceeded 10.0% of our third-party revenues for the years ended December 31, 2023 and 2022. Our largest non-affiliated customer accounted for approximately 13.5% of our third-party revenues for the year ended December 31, 2021.
DERIVATIVE INSTRUMENTS AND HEDGING
Non-qualifying Derivatives
Non-qualifying derivative instruments are used primarily to economically hedge foreign exchange, interest rate and commodity price earnings exposure. Non-qualifying derivatives are measured at fair value with changes in fair value recognized in earnings in Commodity sales, Transportation and other services revenues, Commodity costs, Operating and administrative expense, Other income/(expense) and Interest expense.
Derivatives in Qualifying Hedging Relationships
We use derivative financial instruments to manage our exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to our share price. Hedge accounting is optional and requires us to document the hedging relationship and test the hedging item's effectiveness in offsetting changes in fair values or cash flows of the underlying hedged item on an ongoing basis. We present the earnings effects of hedging items with the hedged transaction. Derivatives in qualifying hedging relationships are categorized as cash flow hedges, fair value hedges or net investment hedges.
Cash Flow Hedges
We use cash flow hedges to manage our exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to our share price. The change in the fair value of a cash flow hedging instrument is recorded in Other comprehensive income/(loss) (OCI) and is reclassified to earnings when the hedged item impacts earnings.
If a derivative instrument designated as a cash flow hedge ceases to be effective or is terminated, hedge accounting is discontinued and the gain or loss at that date is deferred in OCI and recognized in earnings concurrently with the related transaction. If an anticipated hedged transaction is no longer probable, the gain or loss is recognized immediately in earnings. Subsequent gains and losses from derivative instruments for which hedge accounting has been discontinued are recognized in earnings in the period in which they occur.
Fair Value Hedges
We may use fair value hedges to hedge the fair value of debt instruments. The change in the fair value of the hedging instrument is recorded in earnings with changes in the fair value of the hedged risk of the asset or liability that is designated as part of the hedging relationship. If a fair value hedge is discontinued or ceases to be effective, the hedged risk of the asset or liability ceases to be remeasured at fair value and the cumulative fair value adjustment to the carrying value of the hedged item is recognized in earnings over the remaining life of the hedged item.
Net Investment Hedges
Gains and losses arising from the translation of our net investment in foreign operations from their functional currencies to Enbridge's Canadian dollar presentation currency are included in cumulative translation adjustments (CTA), a component of OCI. We currently have designated a portion of our US dollar-denominated debt, as well as a portfolio of foreign exchange forward contracts in prior periods, as a hedge of our net investment in US dollar-denominated investments and subsidiaries. As a result, the change in fair value of the foreign currency derivatives, as well as the translation of US dollar-denominated debt, are reflected in OCI. Amounts recognized previously in Accumulated other comprehensive income/(loss) (AOCI) are reclassified to earnings when there is a reduction of the hedged net investment resulting from the disposal of a foreign operation.
Classification of Derivatives
We recognize the fair value of derivative instruments in the Consolidated Statements of Financial Position as current and non-current assets or liabilities depending on the timing of settlements and the resulting cash flows associated with the instruments. Fair value amounts related to cash flows occurring beyond one year are classified as non-current.
Cash inflows and outflows related to derivative instruments are classified as Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.
Balance Sheet Offset
Assets and liabilities arising from derivative instruments may be offset in the Consolidated Statements of Financial Position when we have the legal right and intention to settle them on a net basis.
TRANSACTION COSTS
Transaction costs are incremental costs directly related to the acquisition of a financial asset or the issuance of a financial liability. We incur transaction costs primarily from the issuance of debt and account for these costs as a reduction to Long-term debt in the Consolidated Statements of Financial Position. These costs are amortized using the effective interest rate method over the term of the related debt instrument and are recorded in Interest expense.
EQUITY INVESTMENTS
Equity investments over which we exercise significant influence, but do not have controlling financial interests, are accounted for using the equity method. These investments are initially measured at cost and are adjusted for our proportionate share of undistributed equity earnings or loss. Our equity investments are increased for contributions made to, and decreased for distributions received from, the investee. To the extent an equity investee undertakes activities necessary to commence its planned principal operations, we capitalize interest costs associated with the investment during such period.
RESTRICTED LONG-TERM INVESTMENTS
Long-term investments that are restricted as to withdrawal or usage for the purposes of the CER's LMCI are presented as Restricted long-term investments in the Consolidated Statements of Financial Position.
OTHER INVESTMENTS
Generally, we classify equity investments in entities over which we do not exercise significant influence and that do not have readily determinable fair values as other investments measured using the fair value measurement alternative (FVMA). These investments are recorded at cost less impairment, if any, and adjusted for the impact of observable price changes occurring in orderly transactions for an identical or similar investment of the same issuer. Investments in equity securities measured using the FVMA are reviewed for impairment each reporting period and written down to their fair value if objective evidence of impairment is identified. Equity investments with readily determinable fair values are measured at fair value through earnings. Dividends received from investments in equity securities are recognized in earnings when the right to receive payment is established.
Investments in debt securities are classified as available-for-sale and measured at fair value through OCI.
NONCONTROLLING INTERESTS
Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries. The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Statements of Financial Position.
INCOME TAXES
Income taxes are accounted for using the liability method. Deferred income tax assets and liabilities are recorded based on temporary differences between the tax bases of assets and liabilities and their carrying values for accounting purposes. Deferred income tax assets and liabilities are measured using the tax rate that is expected to apply when the temporary differences reverse. For our regulated operations, a deferred income tax liability or asset is recognized with a corresponding regulatory asset or liability, respectively, to the extent that taxes can be recovered through rates. Any interest and/or penalty incurred related to tax is reflected in Income tax expense.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION
Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which Enbridge or a reporting subsidiary operates, referred to as the functional currency. Transactions denominated in foreign currencies are translated to the functional currency using the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the exchange rate in effect as at the balance sheet date. Exchange gains and losses resulting from the translation of monetary assets and liabilities are included in earnings in the period in which they arise.
Gains and losses arising from the translation of foreign operations' functional currencies to our Canadian dollar presentation currency are included in the CTA component of AOCI and are recognized in earnings upon sale of the foreign operation. Asset and liability accounts are translated at the exchange rates in effect as at the balance sheet date, while revenues and expenses are translated using monthly average exchange rates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include short-term investments with a term to maturity of three months or less when purchased.
RESTRICTED CASH
Cash and cash equivalents that are restricted as to withdrawal or usage for the purposes of the CER's LMCI or in accordance with specific commercial and debt arrangements are presented as Restricted cash in the Consolidated Statements of Financial Position.
LOANS AND RECEIVABLES
Long-term notes receivable from affiliates are measured at amortized cost using the effective interest rate method, net of any impairment losses recognized. Trade receivables and unbilled revenues are measured at cost. Interest income is recognized in earnings as it is earned with the passage of time.
CURRENT EXPECTED CREDIT LOSSES
For accounts receivable, a loss allowance matrix is utilized to measure lifetime expected credit losses. The matrix contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations. Other loan receivables and applicable off-balance sheet commitments utilize a discounted cash flow methodology which calculates the current expected credit losses based on historical default probability rates associated with the credit rating of the counterparty and the related term of the loan or commitment, adjusted for forward-looking information and management expectations. Trade receivables and unbilled revenues are presented net of allowance for expected credit losses of $100 million and $92 million as at December 31, 2023 and 2022, respectively.
NATURAL GAS IMBALANCES
The Consolidated Statements of Financial Position include balances as a result of differences in gas volumes received from, and delivered for, customers. As settlement of certain imbalances is in-kind, changes in the balances do not have an effect on our Consolidated Statements of Earnings or Consolidated Statements of Cash Flows. Most natural gas volumes owed to or by us are valued at natural gas market index prices as at the balance sheet dates.
INVENTORY
Inventory is comprised of natural gas held in storage by Enbridge Gas, crude oil and natural gas held primarily by businesses in our Energy Services segment, and materials and supplies. Natural gas held in storage by Enbridge Gas is recorded at the quarterly prices approved by the OEB in the determination of distribution rates. The actual price of gas purchased may differ from the OEB approved price. The difference between the approved price and the actual cost of gas purchased is deferred as a liability for future refund, or as an asset for collection, as approved by the OEB. Other inventory is recorded at the lower of cost, as determined on a weighted average basis, or market value. Upon disposition, other commodities inventory is recorded to Commodity costs in the Consolidated Statements of Earnings at the weighted average cost of inventory, including any adjustments recorded to reduce inventory to market value. Materials and supplies inventory is recorded at the lower of average cost or net realizable value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at historical cost. Expenditures for construction, expansion, major renewals and betterments are capitalized. Maintenance and repair costs are expensed as incurred. Expenditures for project development are capitalized if they are expected to have future benefit. We capitalize interest incurred during construction for non-rate-regulated assets. For rate-regulated assets, AFUDC is included in the cost of property, plant and equipment and is depreciated over future periods as part of the total cost of the related asset.
Two primary methods of depreciation are utilized. For distinct assets, depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets commencing when the asset is placed in service. For largely homogeneous groups of assets with comparable useful lives, the pool method of accounting is followed whereby similar assets are grouped and depreciated as a pool. When group assets are retired or otherwise disposed of, gains and losses are not reflected in earnings but are booked as an adjustment to accumulated depreciation.
LEASES
We recognize an arrangement as a lease when a customer has the right to obtain substantially all of the economic benefits from the use of an asset, as well as the right to direct the use of the asset. We recognize right-of-use (ROU) assets and the related lease liabilities in the Consolidated Statements of Financial Position for operating lease arrangements with a term of 12 months or longer. We do not separate non-lease components from the associated lease components of our lessee contracts and account for both components as a single lease component. We combine lease and non-lease components within a contract for operating lessor leases when certain conditions are met. ROU assets are assessed for impairment using the same approach applied for other long-lived assets.
Lease liabilities and ROU assets require the use of judgment and estimates which are applied in determining the term of a lease, appropriate discount rates, whether an arrangement contains a lease, whether there are any indicators of impairment for ROU assets and whether any ROU assets should be grouped with other long-lived assets for impairment testing. The lease term may include periods associated with options to extend or terminate the lease if it is reasonably certain the options will be exercised.
DEFERRED AMOUNTS AND OTHER ASSETS
Deferred amounts and other assets primarily consists of costs that regulatory authorities have permitted, or are expected to permit, to be recovered through future rates, including: deferred income taxes; the fair value adjustment to long-term debt for certain regulated entities; actual cost of removal of previously retired or decommissioned plant assets; the difference between the actual cost and approved cost of natural gas reflected in rates; and actuarial gains and losses arising from defined benefit pension plans for Enbridge Gas.
INTANGIBLE ASSETS
Intangible assets consist primarily of certain software costs, customer relationships and emission allowances. We capitalize costs incurred during the application development stage of internal use software projects. Customer relationships represent the underlying relationship from long-term agreements with customers that are capitalized upon acquisition. Intangible assets are generally amortized on a straight-line basis over their expected lives, commencing when the asset is available for use, with the exception of emission allowances, which are not amortized as they will be used to satisfy compliance obligations as they come due.
GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets upon acquisition of a business. The carrying value of goodwill, which is not amortized, is assessed for impairment annually or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. We perform our annual review of the goodwill balance on April 1.
We perform our annual review for impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete information is available, whether segment management regularly reviews the operating results of those components, and whether the economic and regulatory characteristics are similar. Our reporting units are Liquids Pipelines, Gas Transmission, Gas Distribution and Storage, and Renewable Power Generation. The Renewable Power Generation reporting unit had goodwill beginning in the third quarter of 2022.
We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. When performing a qualitative assessment, we determine the drivers of fair value for each reporting unit and evaluate whether those drivers have been positively or negatively affected by relevant events and circumstances since the last fair value assessment. Our evaluation includes, but is not limited to, the assessment of macroeconomic trends, changes to regulatory environments, capital accessibility, operating income trends, and changes to industry conditions. Based on our assessment of qualitative factors, if we determine it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative goodwill impairment assessment is performed.
The quantitative goodwill impairment assessment involves determining the fair value of our reporting units and comparing those values to the carrying value of each reporting unit. If the carrying value of a reporting unit, including allocated goodwill, exceeds its fair value, goodwill impairment is measured at the amount by which the reporting unit's carrying value exceeds its fair value. This amount should not exceed the carrying amount of goodwill. The fair value of our reporting units is estimated using a discounted cash flow technique. The determination of fair value using the discounted cash flow technique requires the use of estimates and assumptions related to discount rates, projected operating income, expected future capital expenditures and working capital levels, as well as terminal value growth rates for the Liquids Pipelines, Gas Transmission, and Renewable Power Generation reporting units, and projected regulatory rate base and rate base multiple for the Gas Distribution and Storage reporting unit.
The allocation of goodwill to held-for-sale and disposed businesses is based on the relative fair value of businesses included in the relevant reporting unit.
On April 1, 2023, we performed our annual goodwill impairment assessment which consisted of a qualitative assessment for the Liquids Pipelines, Gas Transmission, Gas Distribution and Storage, and Renewable Power Generation reporting units and did not identify impairment indicators. Due to an impairment recorded in 2022 for the Gas Transmission reporting unit and the OEB decision on Phase 1 for Enbridge Gas, we performed a quantitative assessment for the Gas Transmission and Gas Distribution and Storage reporting units as at December 1, 2023, which did not result in the recognition of an impairment charge for either reporting unit. Also, we did not identify any indicators of goodwill impairment during the remainder of 2023.
We review the carrying values of our long-lived assets as events or changes in circumstances warrant. If it is determined that the carrying value of an asset exceeds its expected undiscounted cash flows, we will calculate fair value based on the discounted cash flows and write the asset down to the extent that the carrying value exceeds the fair value.
With respect to investments in debt securities and equity investments, we assess at each balance sheet date whether there is objective evidence that a financial asset is impaired by completing a quantitative or qualitative analysis of factors impacting the investment. If there is objective evidence of impairment, we value the expected discounted cash flows using observable market inputs. We determine whether the decline below carrying value is other-than-temporary for equity method investments or is due to a credit loss for investments in debt securities. If the decline is determined to be other-than-temporary for equity method investments or is due to a credit loss for investments in debt securities, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the investment.
ASSET RETIREMENT OBLIGATIONS
ARO associated with the retirement of long-lived assets are measured at fair value and recognized as Other current liabilities or Other long-term liabilities in the period in which they can be reasonably determined. Fair value approximates the cost a third party would charge to perform the tasks necessary to retire such assets and is recognized at the present value of expected future cash flows. ARO is added to the carrying value of the associated asset and depreciated over the asset's useful life. The corresponding liability is accreted over time through charges to earnings and is reduced by actual costs of decommissioning and reclamation. Our estimates of retirement costs could change as a result of changes in cost estimates and regulatory requirements. Currently, for the majority of our assets, it is not possible to make a reasonable estimate of ARO due to the indeterminate timing and scope of the asset retirements.
PENSION AND OTHER POSTRETIREMENT BENEFITS
We sponsor defined benefit and defined contribution pension plans, as well as defined benefit OPEB plans.
Obligations and net periodic benefit costs for defined benefit pension and OPEB plans are estimated using the projected unit credit method, which is based on years of service, as well as our best estimates of actuarial assumptions such as discount rates, future salary levels, other cost escalations, employees' retirement ages, and mortality.
We determine discount rates using market yields of high-quality corporate bonds with maturities that approximate the estimated timing of future benefit payments.
Plan assets are measured at fair value. The expected return on plan assets is determined using the long-term target asset mixes in our investment policies and long-term market expectations.
Actuarial gains and losses arise from the difference between the actual and expected return on plan assets, and changes in actuarial assumptions such as discount rates. Periodic net actuarial gains and losses and prior service costs are accumulated and presented as follows in the Consolidated Statements of Financial Position:
as a component of AOCI, for our non-utilities' defined benefit pension plans and all defined benefit OPEB plans; and
as a component of Deferred amounts and other assets and/or Other long-term liabilities, for our utilities' defined benefit pension plans, to the extent that the net actuarial gains and losses and prior service costs have been permitted or are expected to be permitted by the regulators, to be recovered through future rates.
Net periodic benefit cost is recognized in earnings and includes:
current service cost;
interest cost;
expected return on plan assets;
amortization of prior service costs over the expected average remaining service life of the plans' active employee group; and
amortization of net actuarial gains and losses in excess of 10% of the greater of the benefit obligation or the fair value of plan assets over the expected average remaining service life of the plans' active employee group.
Our utility operations also record regulatory adjustments for the difference between net periodic benefit costs for accounting versus ratemaking purposes. Offsetting regulatory assets or liabilities are recorded to the extent net periodic benefit costs are expected to be recovered from or refunded to customers, respectively, in future rates. In the absence of rate regulation, regulatory assets or liabilities would not be recorded and net periodic benefit costs would be charged to earnings and OCI on an accrual basis.
For defined contribution plans, our contributions are expensed when the contribution occurs.
STOCK-BASED COMPENSATION
Incentive stock options (ISO) granted are recorded using the fair value method. Under this method, compensation expense is measured at the grant date based on the fair value of the ISO granted as calculated by the Black-Scholes-Merton model and is recognized on a straight-line basis over the shorter of the vesting period or the period to early retirement eligibility, with a corresponding credit to Additional paid-in capital. Balances in Additional paid-in capital are transferred to Share capital when the options are exercised.
Performance stock units (PSU) and certain RSUs are cash-settled awards for which the related liability is remeasured each reporting period. These PSUs vest at the completion of athree-year term and RSUs vest one-third annually from the grant date. During the vesting term, compensation expense is recorded based on the number of units outstanding and the current market price of Enbridge's common shares with an offset to Other current liabilities or Other long-term liabilities. The value of the PSUs is also dependent on our performance relative to performance targets set out under the plan. We also award share-settled RSUs to certain senior management employees which vest at the completion of athree-year term. Beginning in 2023, share-settled units were granted to other employees, which vest one-third annually from the grant date. During the vesting term, compensation expense is recorded based on the number of units granted and the market price of Enbridge's common shares on the day immediately preceding the grant date, with an offset to Additional paid-in capital. There is no associated liability recorded for share-settled awards.
COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES
We expense or capitalize, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. We expense costs incurred for remediation of existing environmental contamination caused by past operations that do not benefit future periods by preventing or eliminating future contamination. We record liabilities for environmental matters when assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of environmental liabilities are based on currently available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other factors. These amounts also consider prior experience in remediating contaminated sites, other companies' clean-up experience and data released by government organizations. Our estimates are subject to revision in future periods based on actual costs or new information and are included in Other current liabilities and Other long-term liabilities in the Consolidated Statements of Financial Position at their undiscounted amounts. There is always a potential of incurring additional costs in connection with environmental liabilities due to variations in any or all of the categories described above, including modified or revised requirements from regulatory agencies, in addition to fines and penalties, as well as expenditures associated with litigation and settlement of claims. We evaluate recoveries from insurance coverage separately from the liability and, when recovery is probable, we record and report an asset separately from the associated liability in the Consolidated Statements of Financial Position.
Liabilities for other commitments and contingencies are recognized when, after fully analyzing available information, we determine it is either probable that an asset has been impaired or that a liability has been incurred, and the amount of impairment or loss can be reasonably estimated. When a range of probable loss can be estimated, we recognize the most likely amount, or if no amount is more likely than another, the minimum of the range of probable loss is accrued. We expense legal costs associated with loss contingencies as such costs are incurred.
- CHANGES IN ACCOUNTING POLICIES
CHANGES IN ACCOUNTING POLICIES
There were no changes in accounting policies during the year ended December 31, 2023.
FUTURE ACCOUNTING POLICY CHANGES
Segment Reporting
Accounting Standards Update (ASU) 2023-07 was issued in November 2023 to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and to require in interim period financial statements all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The new ASU requires entities to disclose the title and position of the individual or the name of the group or committee identified as the chief operating decision-maker (CODM) of each segment. ASU 2023-07 is effective January 1, 2024, with interim period disclosure requirements effective after January 1, 2025 and should be applied retrospectively to all prior periods presented in the financial statements. We are currently assessing the impact of the new standard on our consolidated financial statements.
Income Tax Disclosures
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. We are currently assessing the impact of the new standard on our consolidated financial statements.
- REVENUE
REVENUE FROM CONTRACTS WITH CUSTOMERS
Major Products and Services
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | |
|---|---|---|---|---|---|---|---|
| Year ended December 31, 2023 | |||||||
| (millions of Canadian dollars) | |||||||
| Transportation revenue | 11,875 | 5,302 | 814 | — | — | — | 17,991 |
| Storage and other revenue | 257 | 461 | 355 | — | — | — | 1,073 |
| Gas distribution revenue | — | — | 4,859 | — | — | — | 4,859 |
| Electricity and transmission revenue | — | — | — | 259 | — | — | 259 |
| Commodity sales | — | 17 | — | — | — | — | 17 |
| Total revenue from contracts with customers | 12,132 | 5,780 | 6,028 | 259 | — | — | 24,199 |
| Commodity sales | — | — | — | — | 18,964 | — | 18,964 |
| Other revenue1,2 | 257 | 72 | (58) | 215 | — | — | 486 |
| Intersegment revenue | 474 | 2 | 6 | 3 | 25 | (510) | — |
| Total revenue | 12,863 | 5,854 | 5,976 | 477 | 18,989 | (510) | 43,649 |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | |
|---|---|---|---|---|---|---|---|
| Year ended December 31, 2022 | |||||||
| (millions of Canadian dollars) | |||||||
| Transportation revenue | 11,283 | 5,012 | 782 | — | — | — | 17,077 |
| Storage and other revenue | 235 | 350 | 308 | — | — | — | 893 |
| Gas gathering and processing revenue | — | 22 | — | — | — | — | 22 |
| Gas distribution revenue | — | — | 5,643 | — | — | — | 5,643 |
| Electricity and transmission revenue | — | — | — | 281 | — | — | 281 |
| Total revenue from contracts with customers | 11,518 | 5,384 | 6,733 | 281 | — | — | 23,916 |
| Commodity sales | — | — | — | — | 29,150 | — | 29,150 |
| Other revenue1,2 | (81) | 39 | (20) | 305 | — | — | 243 |
| Intersegment revenue | 615 | 3 | 16 | (4) | 25 | (655) | — |
| Total revenue | 12,052 | 5,426 | 6,729 | 582 | 29,175 | (655) | 53,309 |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated | |
|---|---|---|---|---|---|---|---|
| Year ended December 31, 2021 | |||||||
| (millions of Canadian dollars) | |||||||
| Transportation revenue | 9,492 | 4,364 | 676 | — | — | — | 14,532 |
| Storage and other revenue | 147 | 255 | 246 | — | — | — | 648 |
| Gas gathering and processing revenue | — | 49 | — | — | — | — | 49 |
| Gas distribution revenue | — | — | 4,026 | — | — | — | 4,026 |
| Electricity and transmission revenue | — | — | — | 177 | — | — | 177 |
| Total revenue from contracts with customers | 9,639 | 4,668 | 4,948 | 177 | — | — | 19,432 |
| Commodity sales | — | — | — | — | 26,873 | — | 26,873 |
| Other revenue1,2 | 375 | 42 | 13 | 336 | — | — | 766 |
| Intersegment revenue | 567 | 1 | 19 | (1) | 44 | (630) | — |
| Total revenue | 10,581 | 4,711 | 4,980 | 512 | 26,917 | (630) | 47,071 |
1 Includes realized andunrealized gains and losses from our hedging program which for the year ended December 31, 2023 were a net of $97 million loss (2022 - $431 million loss; 2021 - $59 million gain).
2 Includes revenues from lease contracts. Refer to Note 26 - Leases.
We disaggregate revenue into categories which represent our principal performance obligations within each business segment. These revenue categories represent the most significant revenue streams in each segment and consequently are considered to be the most relevant revenue information for management to consider in evaluating performance.
Contract Balances
| Contract Receivables | Contract Assets | Contract Liabilities | |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Balance as at December 31, 2023 | 2,802 | 400 | 2,591 |
| Balance as at December 31, 2022 | 3,183 | 230 | 2,241 |
Contract receivables represent the amount of receivables derived from contracts with customers.
Contract assets represent the amount of revenue 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 the payment is unconditional. Amounts included in contract assets are transferred to accounts receivable when our right to the consideration becomes unconditional.
Contract liabilities represent payments received for performance obligations which have not been fulfilled. Contract liabilities primarily relate to make-up rights and deferred revenue. Revenue recognized during the year ended December 31, 2023 included in contract liabilities at the beginning of the year is $246 million. Increases in contract liabilities from cash received, net of amounts recognized as revenue during the year ended December 31, 2023, were $632 million.
Performance Obligations
| Segment | Nature of Performance Obligation |
|---|---|
| Liquids Pipelines | •Transportation and storage of crude oil and natural gas liquids (NGL) |
| Gas Transmission and Midstream | •Transportation, storage, gathering, compression and treating of natural gas |
| •Transportation of NGL | |
| •Sale of crude oil, natural gas and NGL | |
| Gas Distribution and Storage | •Supply and delivery of natural gas |
| •Transportation of natural gas | |
| •Storage of natural gas | |
| Renewable Power Generation | •Generation and transmission of electricity |
| •Delivery of electricity from renewable energy generation facilities | |
There was no material revenue recognized during the year ended December 31, 2023 from performance obligations satisfied in previous periods.
Payment Terms
Payments are received monthly from customers under long-term transportation, commodity sales, and gas gathering and processing contracts. Payments from Gas Distribution and Storage customers are received on a continuous basis based on established billing cycles.
Certain contracts in our US offshore business provide for us to receive a series of fixed monthly payments (FMPs) for a specified period that is less than the period during which the performance obligations are satisfied. As a result, a portion of the FMPs are recorded as contract liabilities. The FMPs are not considered to be a financing arrangement as payments are scheduled to match the production profiles of offshore oil and gas fields, which generate greater revenue in the initial years of their productive lives.
Revenue to be Recognized from Unfulfilled Performance Obligations
Total revenue from performance obligations expected to be fulfilled in future periods is $59.1 billion, of which $7.5 billion is expected to be recognized during the year ending December 31, 2024.
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 of revenue to be recognized in the future from unfulfilled performance obligations above. Variable consideration is excluded from the amounts above due to the uncertainty of the associated consideration, which is generally resolved when actual volumes and prices are determined. For example, we consider interruptible transportation service revenues to be variable revenues since volumes cannot be estimated. Additionally, the effect of 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.
SIGNIFICANT JUDGMENTS MADE IN RECOGNIZING REVENUE
Long-Term Transportation Agreements
For long-term transportation agreements, significant judgments pertain to the period over which revenue is recognized and whether the agreement provides for make-up rights for the shippers. Transportation revenue earned from firm contracted capacity arrangements is recognized ratably over the contract period. Transportation revenue from interruptible or volumetric-based arrangements is recognized when services are performed.
Variable Consideration
Revenue from arrangements subject to variable consideration is recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Uncertainties associated with variable consideration relate principally to differences between estimated and actual volumes and prices. These uncertainties are resolved each month when actual volumes are sold or transported and actual tolls and prices are determined.
During the first six months of 2023, revenue for the Canadian Mainline was recognized in accordance with the terms of the Competitive Toll Settlement (CTS), which expired on June 30, 2021. The tolls in place on June 30, 2021 continued on an interim basis until July 1, 2023 when revised interim tolls took effect. Until a new commercial arrangement is approved, the tolls are subject to finalization and adjustment applicable to the interim period, if any. Due to the uncertainty of adjustment to tolling pursuant to a CER decision and potential customer negotiations, interim toll revenue recognized during the year ended December 31, 2023 is considered variable consideration.
Recognition and Measurement of Revenue
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Consolidated | |
|---|---|---|---|---|---|
| Year ended December 31, 2023 | |||||
| (millions of Canadian dollars) | |||||
| Revenue from products transferred at a point in time | — | 17 | 138 | — | 155 |
| Revenue from products and services transferred over time1 | 12,132 | 5,763 | 5,890 | 259 | 24,044 |
| Total revenue from contracts with customers | 12,132 | 5,780 | 6,028 | 259 | 24,199 |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Consolidated | |
|---|---|---|---|---|---|
| Year ended December 31, 2022 | |||||
| (millions of Canadian dollars) | |||||
| Revenue from products transferred at a point in time | — | — | 127 | — | 127 |
| Revenue from products and services transferred over time1 | 11,518 | 5,384 | 6,606 | 281 | 23,789 |
| Total revenue from contracts with customers | 11,518 | 5,384 | 6,733 | 281 | 23,916 |
| Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Consolidated | |
|---|---|---|---|---|---|
| Year ended December 31, 2021 | |||||
| (millions of Canadian dollars) | |||||
| Revenue from products transferred at a point in time | — | — | 70 | — | 70 |
| Revenue from products and services transferred over time1 | 9,639 | 4,668 | 4,878 | 177 | 19,362 |
| Total revenue from contracts with customers | 9,639 | 4,668 | 4,948 | 177 | 19,432 |
1 Revenue from crude oil and natural gas pipeline transportation, storage, natural gas gathering, compression and treating, natural gas distribution, natural gas storage services and electricity sales.
Performance Obligations Satisfied Over Time
For arrangements involving the transportation and sale of petroleum products and natural gas where the transportation services or commodities are simultaneously received and consumed by the shipper or customer, we recognize revenue over time using an output method based on volumes of commodities delivered or transported. The measurement of the volumes transported or delivered corresponds directly to the benefits received by the shippers or customers during that period.
Determination of Transaction Prices
Prices for transportation and gas processing services are determined based on the capital cost of the facilities, pipelines and associated infrastructure required to provide such services, plus a rate of return on capital invested that is determined either through negotiations with customers or through regulatory processes for those operations that are subject to rate regulation.
Prices for commodities sold are determined by reference to market price indices, plus or minus a negotiated differential and in certain cases a marketing fee.
Prices for natural gas sold and distribution services provided by regulated natural gas distribution operations are prescribed by regulation.
- SEGMENTED INFORMATION
| Year ended December 31, 2023 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Operating revenues (Note 4) | 12,863 | 5,854 | 5,976 | 477 | 18,989 | (510) | 43,649 |
| Commodity and gas distribution costs | — | (15) | (2,871) | (20) | (18,975) | 515 | (21,366) |
| Operating and administrative | (4,629) | (2,380) | (1,285) | (261) | (52) | 7 | (8,600) |
| Impairment of long-lived assets1 | 145 | — | (281) | (283) | — | — | (419) |
| Income/(loss) from equity investments (Note 13) | 1,007 | 688 | 2 | 140 | — | (21) | 1,816 |
| Other income (Note 27) | 113 | 117 | 51 | 96 | 1 | 846 | 1,224 |
| Earnings/(loss) before interest, income taxes and depreciation and amortization | 9,499 | 4,264 | 1,592 | 149 | (37) | 837 | 16,304 |
| Depreciation and amortization | (4,613) | ||||||
| Interest expense (Note 17) | (3,812) | ||||||
| Income tax expense (Note 24) | (1,821) | ||||||
| Earnings | 6,058 | ||||||
| Capital expenditures2 | 1,158 | 1,944 | 1,451 | 100 | — | 55 | 4,708 |
| Total property, plant and equipment, net (Note 11) | 51,851 | 31,016 | 18,766 | 2,706 | 4 | 298 | 104,641 |
| Year ended December 31, 2022 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Operating revenues (Note 4) | 12,052 | 5,426 | 6,729 | 582 | 29,175 | (655) | 53,309 |
| Commodity and gas distribution costs | — | — | (3,693) | (16) | (29,525) | 645 | (32,589) |
| Operating and administrative | (4,287) | (2,254) | (1,289) | (255) | (49) | (85) | (8,219) |
| Impairment of long-lived assets | (245) | — | — | (235) | (13) | (48) | (541) |
| Impairment of goodwill (Note 15) | — | (2,465) | — | — | — | — | (2,465) |
| Income/(loss) from equity investments (Note 13) | 785 | 1,133 | 1 | 141 | — | (4) | 2,056 |
| Gain on joint venture merger transaction (Note 13) | — | 1,076 | — | — | — | — | 1,076 |
| Other income/(expense) (Note 27) | 59 | 210 | 79 | 45 | (5) | (977) | (589) |
| Earnings/(loss) before interest, income taxes and depreciation and amortization | 8,364 | 3,126 | 1,827 | 262 | (417) | (1,124) | 12,038 |
| Depreciation and amortization | (4,317) | ||||||
| Interest expense (Note 17) | (3,179) | ||||||
| Income tax expense (Note 24) | (1,604) | ||||||
| Earnings | 2,938 | ||||||
| Capital expenditures2 | 1,418 | 1,690 | 1,499 | 50 | — | 33 | 4,690 |
| Total property, plant and equipment, net (Note 11) | 53,567 | 29,666 | 17,857 | 3,082 | 6 | 282 | 104,460 |
| Year ended December 31, 2021 | Liquids Pipelines | Gas Transmission and Midstream | Gas Distribution and Storage | Renewable Power Generation | Energy Services | Eliminations and Other | Consolidated |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Operating revenues (Note 4) | 10,581 | 4,711 | 4,980 | 512 | 26,917 | (630) | 47,071 |
| Commodity and gas distribution costs | (25) | — | (2,147) | — | (27,174) | 644 | (28,702) |
| Operating and administrative | (3,431) | (1,877) | (1,143) | (180) | (48) | (33) | (6,712) |
| Income/(loss) from equity investments (Note 13) | 759 | 702 | 42 | 101 | — | (4) | 1,600 |
| Other income/(expense) (Note 27) | 13 | 135 | 385 | 75 | (8) | 379 | 979 |
| Earnings/(loss) before interest, income taxes and depreciation and amortization | 7,897 | 3,671 | 2,117 | 508 | (313) | 356 | 14,236 |
| Depreciation and amortization | (3,852) | ||||||
| Interest expense (Note 17) | (2,655) | ||||||
| Income tax expense (Note 24) | (1,415) | ||||||
| Earnings | 6,314 | ||||||
| Capital expenditures2 | 4,051 | 2,420 | 1,343 | 16 | 1 | 54 | 7,885 |
| Total property, plant and equipment, net | 52,530 | 27,028 | 16,904 | 3,315 | 23 | 267 | 100,067 |
1 The Liquids Pipelines segment includes the impact of a gain resulting from the derecognition of a net regulatory liability due to the discontinuance of regulatory accounting for our Southern Lights Pipeline (Note 7).
2 Includes equity component of AFUDC.
The measurement basis for preparation of segmented information is consistent with our significant accounting policies(Note 2).
GEOGRAPHIC INFORMATION
Revenues 1
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Canada | 23,781 | 27,498 | 20,474 |
| US | 19,868 | 25,811 | 26,597 |
| 43,649 | 53,309 | 47,071 | |
1 Revenues are based on the country of origin of the product or service sold.
Property, Plant and Equipment 1
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Canada | 48,570 | 47,602 |
| US | 56,071 | 56,858 |
| 104,641 | 104,460 | |
1 Amounts are based on the location where the assets are held.
Change in Reportable Segments
Effective January 1, 2024, to better align how the CODM reviews operating performance and resource allocation across operating segments, we transferred our Canadian and US crude oil businesses from the Energy Services segment to the Liquids Pipelines segment. The Energy Services segment will cease to exist and the remainder of the business will be reported in the Eliminations and Other segment. Beginning in the first quarter of 2024, prior period comparable results for segmented information will be recast to reflect the change in reportable segments. This segment reporting change will have no impact on our consolidated results.
- EARNINGS PER COMMON SHARE
BASIC
Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding. On December 30, 2021, we closed the sale of our minority ownership in Noverco. The weighted average number of common shares outstanding was reduced by our pro-rata weighted average interest in our own common shares of approximately 2 million as at December 31, 2021 resulting from our reciprocal investment in Noverco.
DILUTED
The treasury stock method is used to determine the dilutive impact of stock options and RSUs. This method assumes any proceeds from the exercise of stock options and vesting of RSUs would be used to purchase common shares at the average market price during the period.
Weighted average shares outstanding used to calculate basic and diluted earnings per share are as follows:
| December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (number of shares in millions) | |||
| Weighted average shares outstanding | 2,056 | 2,025 | 2,023 |
| Effect of dilutive options and RSUs | 2 | 4 | 2 |
| Diluted weighted average shares outstanding | 2,058 | 2,029 | 2,025 |
For the years ended December 31, 2023, 2022 and 2021,19.3 million,10.4 million and 18.6 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $54.42, $56.49 and $52.89, respectively, were excluded from the diluted earnings per common share calculation.
- REGULATORY MATTERS
We record assets and liabilities that result from regulated ratemaking processes that would not be recorded under US GAAP for non-regulated entities. See Note 2 - Significant Accounting Policiesfor further discussion. Our significant regulated businesses and the related accounting impacts are described below.
Under the current authorized rate structure for certain operations, income tax costs are recovered in rates based on the current income tax payable and do not include accruals for deferred income tax. However, as income taxes become payable as a result of the reversal of temporary differences that created the deferred income taxes, it is expected that rates will be adjusted to recover these taxes. Since most of these temporary differences are related to property, plant and equipment costs, this recovery is expected to occur over the life of the related assets. In the absence of rate-regulated accounting, this regulatory tax asset and the related earnings impact would not be recorded.
Canadian Mainline
Canadian Mainline includes the Canadian portion of our Mainline system. The CTS which governed tolls paid for products shipped on the Canadian Mainline, with the exception of Lines 8 and 9 which are tolled on a separate basis, expired on June 30, 2021 at which point the tolls in place became interim. Enbridge has reached an agreement on a new negotiated settlement, the Mainline Tolling Settlement (MTS), for tolls on its Mainline System. The settlement is subject to regulatory approval and the term is seven and a half years through the end of 2028, with revised interim tolls effective on July 1, 2023. The MTS continues with the previous CTS framework with a Canadian Local Toll for all volumes shipped on the Canadian Mainline and an International Joint Tariff for all volumes shipped from western Canadian receipt points to delivery points on our Lakehead System. We have recognized a regulatory asset of $1.9 billion as at December 31, 2023 (2022 - $2.1 billion) to offset deferred income taxes, as a CER rate order governing flow-through income tax treatment permits future recovery. No other material regulatory assets or liabilities are recognized under the terms of the MTS. During the year ended December 31, 2023, we wrote off $160 million related to regulatory tax assets and $40 million of regulatory deferred tax liabilities that are no longer probable to be flowed through future tolls.
Southern Lights Pipeline
The US and Canadian portions of the Southern Lights Pipeline are regulated by the FERC and CER, respectively. Shippers on the Southern Lights Pipeline are subject to long-term transportation contracts under a cost-of-service toll methodology. Toll adjustments are filed annually with the regulators and provide for the recovery of allowable operating and debt financing costs, plus a pre-determined after-tax return on equity (ROE) of 10%. During the fourth quarter of 2023, Southern Lights Pipeline completed an open season to negotiate new transportation service agreements effective 2025. We do not expect to renew the agreements under a cost-of-service toll methodology, therefore Southern Lights Pipeline is no longer subject to rate-regulated accounting. As a result, $151 million of net regulatory liabilities, $92 million of regulatory tax assets and $23 million of regulatory deferred tax liabilities were derecognized in the year.
British Columbia Pipeline and Maritimes & Northeast Canada
British Columbia (BC) Pipeline and Maritimes & Northeast Canada (M&N Canada) are regulated by the CER. Rates are approved by the CER through negotiated toll settlement agreements based on cost-of-service. Both our BC Pipeline and M&N Canada systems currently operate under the terms of their respective 2022 - 2026 and 2022 - 2023 settlement agreements, which stipulate an allowable ROE and the continuation and establishment of certain deferral and variance accounts. The toll settlement agreement for M&N Canada expired in December 2023. M&N Canada reached a toll settlement with shippers for the effective period from January 1, 2024 to December 31, 2025. On November 28, 2023, M&N Canada filed the 2024 - 2025 toll settlement agreement with the CER for review and approval. A CER decision is expected in the first quarter of 2024.
US Gas Transmission
Most of our US gas transmission and storage services are regulated by the FERCand may also be subject to the jurisdiction of various other federal, state and local agencies. The FERC regulates natural gas transmission in US interstate commerce including the establishment of rates for services, while rates for intrastate commerce and/or gathering services are regulated by the state gas commissions. Cost-of-service is the basis for the calculation of regulated tariff rates, although the FERC also allows the use of negotiated and discounted rates within contracts with shippers that may result in a rate that is above or below the FERC-regulated recourse rate for that service.
Enbridge Gas
Enbridge Gas' distribution rates, commencing in 2019, were set under afive-year Incentive Regulation (IR) framework using a price cap mechanism ending December 31, 2023. The price cap mechanism establishes new rates each year through an annual base rate escalation at inflation less a 0.3% stretch factor, annual updates for certain costs to be passed through to customers, and where applicable, the recovery of material discrete incremental capital investments beyond those that can be funded through base rates. The IR framework includes the continuation and establishment of certain deferral and variance accounts, as well as an earnings sharing mechanism that requires Enbridge Gas to share equally with customers any earnings in excess of 150 basis points over the annual OEB approved ROE.
On December 21, 2023, we received a decision from the OEB on Phase 1 of our 2024 - 2028 Incentive Regulation rate setting framework (Phase 1 Decision). The Phase 1 Decision established new interim rates effective January 1, 2024. In addition, the Phase 1 Decision resulted in the following items not approved for future recovery, and the subsequent impairments recognized for the year ended December 31, 2023:
a portion of undepreciated capital projects in Property, plant and equipment, net and Intangible assets, net were removed from 2024 rate base of $41 million;
undepreciated integration capital costs in Intangible assets, net were removed from 2024 rate base of $84 million;
pre-2017 Union Gas related pension balances in Deferred amounts and other assets of $156 million.
FINANCIAL STATEMENT EFFECTS
Accounting for rate-regulated activities has resulted in the recognition of the following regulatory assets and liabilities in the Consolidated Statements of Financial Position.
| December 31, | 2023 | 2022 | Recovery/Refund Period Ends |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Current regulatory assets | |||
| Purchase gas variance | 15 | 190 | 2024 |
| Under-recovery of fuel costs | 75 | 109 | 2024 |
| Other current regulatory assets | 380 | 305 | 2024 |
| Total current regulatory assets1 (Note 9) | 470 | 604 | |
| Long-term regulatory assets | |||
| Deferred income taxes2 | 4,456 | 4,473 | Various |
| Long-term debt3 | 348 | 378 | 2032-2046 |
| Negative salvage4 | 180 | 265 | Various |
| Purchase gas variance | — | 244 | 2024 |
| Accounting policy changes5 | — | 219 | 2024 |
| Pension plan receivable6 | 1 | 40 | Various |
| Other long-term regulatory assets | 252 | 244 | Various |
| Total long-term regulatory assets1 | 5,237 | 5,863 | |
| Total regulatory assets | 5,707 | 6,467 | |
| Current regulatory liabilities | |||
| Purchase gas variance | 31 | — | 2024 |
| Other current regulatory liabilities | 276 | 167 | 2024 |
| Total current regulatory liabilities7 | 307 | 167 | |
| Long-term regulatory liabilities | |||
| Future removal and site restoration reserves8 | 1,693 | 1,615 | Various |
| Regulatory liability related to US income taxes9 | 854 | 918 | 2050-2072 |
| Pipeline future abandonment costs (Note 23) | 745 | 610 | Various |
| Pension plan payable6 | 143 | 231 | Various |
| Other long-term regulatory liabilities | 86 | 250 | Various |
| Total long-term regulatory liabilities7 | 3,521 | 3,624 | |
| Total regulatory liabilities | 3,828 | 3,791 | |
1 Current regulatory assets are included in Other current assets, while long-term regulatory assets are included in Deferred amounts and other assets.
2 Represents the regulatory offset to deferred income tax liabilities to the extent that it is expected to be included in future regulator-approved rates and recovered from customers. The recovery period depends on the timing of the reversal of temporary differences. In the absence of rate-regulated accounting, this regulatory balance and the related earnings impact would not be recorded. The balance as at December 31, 2023 is net of regulatory deferred tax write-offs.
3 Represents our regulatory offset to the fair value adjustment to debt acquired in our merger with Spectra Energy Corp. (Spectra Energy). The offset is viewed as a proxy for the regulatory asset that would be recorded in the event such debt was extinguished at an amount higher than the carrying value.
4 The negative salvage balance represents the recovery in future rates of the actual cost of removal of previously retired or decommissioned plant assets, as approved by the FERC.
5 In 2022, this deferral primarily consisted of unamortized accumulated actuarial gains/losses and past service costs incurred by Union Gas Limited, relating to the period up to our merger with Spectra Energy, which were previously recorded in AOCI. The amortization of this balance is recognized as a component of accrual-based pension expenses, which are included in Other income/(expense) and recovered in rates, as previously approved by the OEB. The Phase 1 Decision disallowed recovery of the remaining balance related to pre-2017 pension amounts and was impaired with a nil balance as at December 31, 2023. The residual balance in this account pertains to the impact of other accounting changes during the deferred rebasing period and were approved for disposition in 2024 in the Phase 1 Decision and subsequently transferred to Other current regulatory assets as at December 31, 2023.
6 Represents the regulatory offset to our pension liability to the extent that it is expected to be included in regulator-approved future rates and recovered from customers. The settlement period for this balance is not determinable. In the absence of rate-regulated accounting, this regulatory balance and the related pension expense would be recorded in earnings and OCI.
7 Current regulatory liabilities are included in Other current liabilities, while long-term regulatory liabilities are included in Other long-term liabilities.
8 Future removal and site restoration reserves consists of amounts collected from customers, with the approval of the OEB, to fund future costs of removal and site restoration relating to property, plant and equipment. These costs are collected as part of the depreciation expense charged on property, plant and equipment that is reflected in rates. The settlement of this balance will occur over the long-term as costs are incurred. In the absence of rate-regulated accounting, depreciation rates would not include a charge for removal and site restoration and costs would be charged to earnings as incurred with recognition of revenue for amounts previously collected.
9 The regulatory liability related to US income taxes resulted from the US tax reform legislation dated December 22, 2017. These balances will be refunded to customers in accordance with the respective rate settlements approved by the FERC.
- ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Aitken Creek Gas Storage
On November 1, 2023, through a wholly-owned Canadian subsidiary, we acquired a 93.8% interest in Aitken Creek Gas Storage Facility and a 100% interest in Aitken Creek North Gas Storage Facility (collectively, Aitken Creek), located in BC, Canada, for $400 million, subject to other customary closing adjustments (the Aitken Creek Acquisition). Aitken Creek is the only underground natural gas storage facility in BC and connects to all major natural gas pipelines in western Canada. The Aitken Creek Acquisition enables us to continue to meet regional energy needs and to support increasing demand for liquefied natural gas (LNG) exports.
We accounted for the Aitken Creek Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurements, the acquired assets and assumed liabilities are recorded at their estimated fair values as at the date of acquisition.
The following table summarizes the estimated preliminary fair values that were assigned to the net assets of Aitken Creek:
| November 1, 2023 | |
|---|---|
| (millions of Canadian dollars) | |
| Fair value of net assets acquired: | |
| Current assets (a) | 105 |
| Property, plant and equipment (b) | 466 |
| Current liabilities | 20 |
| Long-term liabilities (c) | 130 |
| Goodwill (d) | 46 |
| Purchase price: | |
| Cash | 397 |
| Additional consideration (e) | 70 |
a) Current assets consist primarily of inventory which is short-term in nature and represents natural gas held in storage. Fair value was determined using the market price of natural gas at the date of acquisition.
b) Aitken Creek's property, plant and equipment constitutes an integrated system of cavern storage facilities, associated header pipeline, and land and right-of-ways. The depreciated replacement cost approach was adopted as the primary valuation methodology to determine the fair value of property, plant and equipment, excluding the reservoir storage asset. In determining replacement cost, both indirect costing using relevant inflation indices and direct costing using relevant market quotes were utilized. Adjustments were then applied for physical deterioration as well as functional and economic obsolescence.
Fair value of the reservoir storage asset was determined using a residual approach whereby the adjusted purchase price was allocated to the fair value of the net tangible assets, excluding the reservoir storage asset, with the remaining value allocated to the reservoir storage asset. The income approach was also utilized to corroborate that the cash flows attributable to the reservoir storage asset support the residual value.
c) Long-term liabilities consist primarily of a deferred income tax liability arising from temporary differences between the tax bases of assets and liabilities and their carrying values for accounting purposes at the date of acquisition.
d) Goodwill is primarily attributable to the recognition of a deferred income tax liability. The goodwill balance recognized has been assigned to our Gas Transmission and Midstream segment and is not tax deductible.
e) The $70 million of additional consideration recognized in the purchase price represents the fair value of derivative contracts and working gas as at March 31, 2023.
Upon completion of the Aitken Creek Acquisition, we began consolidating Aitken Creek. For the period beginning November 1, 2023 through to December 31, 2023, operating revenues and earnings attributable to common shareholders generated by Aitken Creek were immaterial. The impact to our supplemental pro forma consolidated operating revenues and earnings attributable to common shareholders for the years ended December 31, 2023 and 2022, as if the Aitken Creek Acquisition had been completed on January 1, 2022, was also immaterial.
Acquisitions of US Gas Utilities
On September 5, 2023, we announced that Enbridge had entered into three separate definitive agreements with Dominion Energy, Inc. to acquire The East Ohio Gas Company, Questar Gas Company and its related Wexpro companies, and Public Service Company of North Carolina for an aggregate purchase price of $19.1 billion (US$14.0 billion), comprised of $12.8 billion (US$9.4 billion) of cash consideration and $6.3 billion (US$4.6 billion) of assumed debt, subject to customary closing adjustments (together, the Acquisitions). The Acquisitions are expected to close in 2024, subject to the satisfaction of customary closing conditions including the receipt of certain regulatory approvals, which are not cross-conditional.
On September 8, 2023, we closed a public offering of 102,913,500 common shares at a price of $44.70 per share for gross proceeds of $4.6 billion which is intended to finance a portion of the aggregate cash consideration payable for the Acquisitions.
We closedtwo offerings in September 2023 andfour offerings in November 2023 for aggregate principal amounts of US$5.5 billion and $1.0 billion. The proceeds from the September 2023 offerings and a portion of the November 2023 offerings are intended to finance a portion of the aggregate cash consideration payable for the Acquisitions. Refer to Note 17 - Debt for further details on the debt issuances and credit facility obtained to support the Acquisitions.
Tres Palacios Holdings LLC
On April 3, 2023, we acquired Tres Palacios Holdings LLC (Tres Palacios) for $451 million (US$335 million) of cash. Tres Palacios is a natural gas storage facility located in the US Gulf Coast and its infrastructure serves Texas gas-fired power generation and LNG exports, as well as Mexico pipeline exports.
We allocated assets with a fair value of $790 million (US$588 million) to Property, plant and equipment, net, of which $254 million (US$189 million) relates to storage cavern right-of-use assets, and recorded the related lease liabilities of $7 million (US$5 million) and $248 million (US$184 million) to Current portion of long-term debt and Long-term debt, respectively, in the Consolidated Statements of Financial Position. The acquired assets are included in our Gas Transmission and Midstream segment.
Tri Global Energy, LLC
On September 27, 2022, through a wholly-owned US subsidiary, we acquired all of the outstanding common units in TGE for cash consideration of $295 million (US$215 million) plus potential contingent payments of up to $72 million (US$53 million) dependent on the achievement of performance milestones by TGE (the TGE Acquisition). TGE is an onshore renewable project developer in the US with a development portfolio of wind and solar projects. The TGE Acquisition enhances Enbridge's renewable power platform and accelerates our North American growth strategy.
We accounted for the TGE Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurements, the acquired assets and assumed liabilities are recorded at their estimated fair values as at the date of acquisition.
The following table summarizes the estimated fair values that were assigned to the net assets of TGE:
| September 27, 2022 | |
|---|---|
| (millions of Canadian dollars) | |
| Fair value of net assets acquired: | |
| Current assets | 5 |
| Property, plant and equipment | 3 |
| Long-term investments | 8 |
| Intangible assets (a) | 117 |
| Long-term assets | 3 |
| Current liabilities | 61 |
| Long-term debt | 18 |
| Long-term liabilities (b) | 105 |
| Goodwill (c) | 392 |
| Purchase price: | |
| Cash | 295 |
| Contingent consideration (d) | 49 |
a) Intangible assets consist of compensation expected to be earned by TGE on existing development contracts once certain project development milestones are met. Fair value was determined using a discounted cash flow method which is an income-based approach to valuation that estimates the present value of future projected benefits from the contracts. The intangible assets will be amortized on a straight-line basis over an expected useful life of three and a half years.
b) Long-term liabilities consist primarily of obligations payable to third parties which are contingent on milestones being met for certain projects. Fair value represents the present value of the future cash flow payments at the date of the TGE Acquisition.
c) Goodwill is primarily attributable to expected future returns from new opportunities to develop wind and solar projects, as well as enhanced scale and operational diversity of our renewable projects portfolio. The goodwill balance recognized has been assigned to our Renewable Power Generation segment and is tax deductible over 15 years.
d) We agreed to pay additional contingent consideration of up to US$53 million to TGE's former
common unit holders if performance milestones are met on certain projects. The US$36 million of contingent consideration recognized in the purchase price represents the fair value of contingent
consideration at the date of acquisition. The fair value was determined using an income-based approach.
Upon completion of the TGE Acquisition, we began consolidating TGE. For the period beginning September 27, 2022 through to December 31, 2022, operating revenues and earnings attributable to common shareholders generated by TGE were immaterial. The impact to our supplemental pro forma consolidated operating revenues and earnings attributable to common shareholders for the years ended December 31, 2022 and 2021, as if the TGE Acquisition had been completed on January 1, 2021, was also immaterial.
Moda Midstream Operating, LLC
On October 12, 2021, through a wholly-owned US subsidiary, we acquired all of the outstanding membership interests in Moda for $3.7 billion (US$3.0 billion) of cash plus potential contingent payments of up to US$150 million dependent on performance of the assets (the Moda Acquisition). Moda owns and operates a light crude export platform with very large crude carrier capability. The Moda Acquisition aligns with and advances our US Gulf Coast export strategy and enables connectivity to low-cost and long-lived reserves in the Permian and Eagle Ford basins.
We accounted for the Moda Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurements, the acquired assets and assumed liabilities were recorded at their estimated fair values as at the date of acquisition.
The following table summarizes the estimated fair values that were assigned to the net assets of Moda:
| October 12, 2021 | |
|---|---|
| (millions of Canadian dollars) | |
| Fair value of net assets acquired: | |
| Current assets | 62 |
| Property, plant and equipment (a) | 1,480 |
| Long-term investments (b) | 427 |
| Intangible assets (c) | 1,781 |
| Current liabilities | 59 |
| Long-term liabilities | 17 |
| Goodwill (d) | 268 |
| Purchase price: | |
| Cash | 3,755 |
| Contingent consideration (e) | 187 |
a) Due to the specialized nature of Moda's property, plant and equipment, which includes groups of assets configured for use as storage facilities, pipelines and export terminals, the depreciated replacement cost approach was adopted as the primary valuation methodology. In determining replacement cost, both indirect costing using relevant inflation indices and direct costing using relevant market quotes were utilized. Adjustments were then applied for physical deterioration as well as functional and economic obsolescence. The fair value of land was determined using a market approach, which is based on rents and offerings for comparable properties.
b) Long-term investments represent Moda's 20% equity interest in Cactus II Pipeline LLC (Cactus II). The fair value of Cactus II was determined using the discounted cash flow method. The discounted cash flow method is an income-based approach to valuation which estimates the present value of future projected benefits from the investment.
c) Intangible assets consist primarily of customer relationships associated with long-term take-or-pay contracts. Fair value was determined using an income-based approach by estimating the present value of the after-tax earnings attributable to the contracts, including earnings associated with expected renewal terms, and will be amortized on a straight-line basis over an expected useful life of 10 years.
d) Goodwill is primarily attributable to uncontracted future revenues, existing assembled assets that cannot be duplicated at the same cost by a new entrant, and enhanced scale and geographic diversity which provide greater optionality and platforms for future growth. The goodwill balance recognized has been assigned to our Liquids Pipelines segment and is tax deductible over 15 years.
e) We agreed to pay additional contingent consideration of up to US$150 million to Moda's former membership interest holders if Moda's monthly volumes of crude oil loaded onto a vessel equal or exceed specified throughput levels. These performance requirements terminate the earlier of December 31, 2023 or the date the final contingent payment is made. The US$150 million of contingent consideration recognized in the purchase price represents the fair value of contingent consideration at the date of acquisition and was fully settled as at December 31, 2022.
Acquisition-related expenses incurred were approximately $21 million for the year ended December 31, 2021 and are included in Operating and administrative expense in the Consolidated Statements of Earnings.
Upon completion of the Moda Acquisition, we began consolidating Moda. For the period beginning October 12, 2021 through to December 31, 2021, Moda generated approximately $80 million in operating revenues and $9 million in earnings attributable to common shareholders.
Our supplemental pro forma consolidated financial information for the year ended December 31, 2021, including the results of operations for Moda as if the Moda Acquisition had been completed on January 1, 2020, are as follows:
| Year ended December 31, | 2021 |
|---|---|
| (unaudited; millions of Canadian dollars) | |
| Operating revenues | 47,339 |
| Earnings attributable to common shareholders1,2 | 5,771 |
1 Acquisition-related expenses of $21 million (after-tax $16 million) were excluded from earnings attributable to common shareholders for the year ended December 31, 2021.
2 Includes the amortization of fair value adjustments recorded for acquired property, plant and equipment, long-term investments and intangible assets of $193 million (after-tax of $145 million) for the year ended December 31, 2021.
DISPOSITIONS
Athabasca Regional Oil Sands System
On October 5, 2022, we closed the sale of an 11.6% non-operating interest inseven pipelines in the Athabasca region of northern Alberta from our Regi onal Oil Sands System to Athabasca Indigenous Investments Limited Partnership (Aii), an entity representing 23 First Nation and Métis communities, for total consideration of approximately $1.1 billion, less customary closing adjustments. No gain or loss was recognized on the sale and a noncontrolling interest was recorded in our Consolidated Statements of Financial Position as at December 31, 2022 to reflect the interest held by Aii(Note 19).
Subsequent to the sale, we maintained an 88.4% controlling interest in these assets, which are a component of our Liquids Pipelines segment, and continue to manage, operate and provide administrative services to them.
- OTHER CURRENT ASSETS
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Derivative assets (Note 23) | 623 | 1,015 |
| Regulatory assets (Note 7) | 470 | 604 |
| Gas imbalances | 209 | 461 |
| Income taxes receivable | 347 | 323 |
| Other | 791 | 852 |
| 2,440 | 3,255 | |
- INVENTORY
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Natural gas | 938 | 1,491 |
| Crude oil | 413 | 652 |
| Other | 128 | 112 |
| 1,479 | 2,255 | |
- PROPERTY, PLANT AND EQUIPMENT
| Weighted Average | |||
|---|---|---|---|
| December 31, | Depreciation Rate | 2023 | 2022 |
| (millions of Canadian dollars) | |||
| Pipelines | 2.9% | 66,698 | 66,528 |
| Facilities and equipment | 3.1% | 37,634 | 37,028 |
| Land and right-of-way1 | 2.3% | 3,600 | 3,637 |
| Gas mains, services and other | 2.6% | 15,346 | 14,491 |
| Storage | 2.5% | 4,929 | 3,477 |
| Wind turbines, solar panels and other | 4.1% | 4,511 | 4,912 |
| Other | 10.1% | 1,652 | 1,611 |
| Under construction | —% | 2,829 | 2,316 |
| Total property, plant and equipment | 137,199 | 134,000 | |
| Total accumulated depreciation | (32,558) | (29,540) | |
| Property, plant and equipment, net | 104,641 | 104,460 | |
1 The measurement of weighted average depreciation rate excludes non-depreciable assets.
Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $4.0 billion, $3.8 billion and $3.5 billion, respectively.
Chapman Ranch Wind Farm
Chapman Ranch Wind Farm (Chapman Ranch) is experiencing financial challenges associated with the original equipment integrity. As a result, we have recognized an impairment loss of $251 million for the year ended December 31, 2023, which is included in Impairment of long-lived assets in the Consolidated Statements of Earnings and is part of our Renewable Power Generation segment.
Magic Valley Wind Farm
In 2022, Magic Valley Wind Farm (Magic Valley) had commercial challenges caused by electricity transmission congestion and a negative price differential arising from higher transmission costs resulting in a lower electricity sale price. As a result, we recognized an impairment loss of $227 million for the year ended December 31, 2022, which is included in Impairment of long-lived assets in the Consolidated Statements of Earnings and is part of our Renewable Power Generation segment.
Bakken Pipeline System
For the year ended December 31, 2022, we recognized an impairment loss of $183 million on the US and Canadian components of the interstate pipeline transportation system within the North Dakota System of our Bakken Pipeline System in connection with the expiration of certain long-term take-or-pay contracts in 2023. This loss is included in Impairment of long-lived assets in the Consolidated Statements of Earnings and is part of our Liquids Pipelines segment.
Impairment charges were based on the amount by which the carrying value of the assets exceeded fair value, determined using expected discounted future cash flows.
- VARIABLE INTEREST ENTITIES
CONSOLIDATED VARIABLE INTEREST ENTITIES
Our consolidated VIEs consist of legal entities where we are the primary beneficiary. We are the primary beneficiary when our variable interest(s) provide us with (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. We determine whether we are the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights and level of involvement of other parties.
The following table includes assets to be used to settle liabilities of our consolidated VIEs. The creditors of the liabilities of our consolidated VIEs do not have recourse to our general credit as the primary beneficiary. These assets and liabilities are included in the Consolidated Statements of Financial Position.
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Assets | ||
| Cash and cash equivalents | 442 | 426 |
| Restricted cash | 9 | 12 |
| Trade receivables and unbilled revenue | 144 | 185 |
| Other current assets | 8 | 14 |
| Accounts receivable from affiliates | 5 | 23 |
| Inventory | 11 | 12 |
| 619 | 672 | |
| Property, plant and equipment, net | 7,105 | 7,707 |
| Long-term investments | 14 | 14 |
| Restricted long-term investments | 106 | 98 |
| Deferred amounts and other assets | 148 | 158 |
| Intangible assets, net | 84 | 102 |
| 8,076 | 8,751 | |
| Liabilities | ||
| Trade payables and accrued liabilities | 83 | 99 |
| Other current liabilities | 145 | 152 |
| Accounts payable to affiliates | 4 | 21 |
| 232 | 272 | |
| Long-term debt | 1 | — |
| Other long-term liabilities | 971 | 859 |
| Deferred income taxes | 5 | 5 |
| 1,209 | 1,136 | |
| 6,867 | 7,615 | |
We do not have obligations to provide additional financial support to any of our consolidated VIEs.
UNCONSOLIDATED VARIABLE INTEREST ENTITIES
We currently hold interests in several non-consolidated VIEs where we are not the primary beneficiary as we do not have the power to direct the activities of the VIEs that most significantly impact their economic performance. These interests include investments in limited partnerships that are assessed to be VIEs due to the limited partners not having substantive kick-out rights or participating rights. The power to direct the activities of a majority of these non-consolidated limited partnership VIEs is shared amongst the partners. Each partner has representatives that make up an executive committee that makes significant decisions for the VIE, and none of the partners may make significant decisions unilaterally.
The carrying amount of these VIEs and our estimated maximum exposure to loss as at December 31, 2023 and 2022 are presented below:
| CarryingAmount of | MaximumExposure to | |
|---|---|---|
| December 31, 2023 | the VIE | Loss |
| (millions of Canadian dollars) | ||
| Aux Sable Liquid Products L.P.1 | 105 | 130 |
| Rampion Offshore Wind Limited2 | 391 | 452 |
| Vector Pipeline L.P.3 | 191 | 320 |
| Woodfibre LNG Limited Partnership4 | 778 | 2,854 |
| Fox Squirrel Solar LLC5 | 312 | 661 |
| Other4 | 132 | 230 |
| 1,909 | 4,647 | |
| CarryingAmount of | MaximumExposure to | |
|---|---|---|
| December 31, 2022 | the VIE | Loss |
| (millions of Canadian dollars) | ||
| Aux Sable Liquid Products L.P.1 | 91 | 117 |
| EIH S.á r.l.6 | 37 | 637 |
| Rampion Offshore Wind Limited2 | 413 | 468 |
| Vector Pipeline L.P.3 | 195 | 325 |
| Woodfibre LNG Limited Partnership4 | 635 | 2,476 |
| Other4 | 245 | 443 |
| 1,616 | 4,466 | |
1 As at December 31, 2023 and 2022, the maximum exposure to loss includes a guarantee by us for our respective share of the VIE's borrowing on a bank credit facility.
2 As at December 31, 2023 and 2022, the maximum exposure to loss includes our parental guarantees that have been committed in project contracts in which we would be liable for in the event of default by the VIE.
3 As at December 31, 2023 and 2022, the maximum exposure to loss includes the carrying value of outstanding affiliate loans receivable for $24 million and $25 million held by us as at December 31, 2023 and 2022, respectively, and an outstanding credit facility for $105 million as at December 31, 2023 and 2022.
4 As at December 31, 2023 and 2022, the maximum exposure to loss includes our parental guarantees that have been committed in connection with the project for which we would be liable in the event of default by the VIE.
5 In November 2023, Enbridge acquired a 50% interest in Fox Squirrel JV, LLC (Fox Squirrel Solar LLC). Refer to Note 13 - Long-Term Investments. Fox Squirrel Solar LLC is a VIE due to its lack of sufficient equity at risk to finance its activities. Enbridge does not hold decision-making rights to direct Fox Squirrel Solar LLC's activities that most significantly impacts its economic performance. As at December 31, 2023, the maximum exposure to loss includes our parental guarantees that have been committed in project contracts in which we would be liable for in the event of default by the VIE.
6 As at December 31, 2023, EIH S.á r.l no longer met the requirements of a VIE as a result of a VIE reconsideration event. As at December 31, 2022, the maximum exposure to loss includes our parental guarantees that have been committed in connection with thethree French offshore wind projects for which we would be liable in the event of default by the VIE and an outstanding affiliate loan receivable for $56 million.
We do not have an obligation to and did not provide any additional financial support to the VIEs during the years ended December 31, 2023 and 2022.
- LONG-TERM INVESTMENTS
| Ownership | |||
|---|---|---|---|
| December 31, | Interest | 2023 | 2022 |
| (millions of Canadian dollars) | |||
| EQUITY INVESTMENTS | |||
| Liquids Pipelines | |||
| MarEn Bakken Company LLC1 | 75.0% | 1,819 | 1,968 |
| DCP Midstream, LLC (Class B Units)2 | 90.0% | 1,486 | 1,394 |
| Seaway Crude Holdings LLC | 50.0% | 2,661 | 2,744 |
| Illinois Extension Pipeline Company, L.L.C.3 | 65.0% | 584 | 622 |
| Cactus II Pipeline LLC4 | 30.0% | 618 | 658 |
| Other | 30.0% - 43.8% | 84 | 76 |
| Gas Transmission and Midstream | |||
| Alliance Pipeline5, 7 | 50.0% | 359 | 430 |
| Aux Sable6, 7 | 42.7% - 50.0% | 229 | 214 |
| DCP Midstream, LLC (Class A Units)8 | 23.4% | 367 | 317 |
| Gulfstream Natural Gas System, L.L.C. | 50.0% | 1,224 | 1,274 |
| NEXUS Gas Transmission, LLC | 50.0% | 1,220 | 1,813 |
| Sabal Trail Transmission, LLC | 50.0% | 1,467 | 1,535 |
| Southeast Supply Header, LLC | 50.0% | 80 | 86 |
| Steckman Ridge, LP | 50.0% | 87 | 91 |
| Vector Pipeline9 | 60.0% | 191 | 195 |
| Woodfibre LNG Limited Partnership10 | 30.0% | 777 | 635 |
| Offshore - various joint ventures | 22.0% - 74.3% | 217 | 314 |
| Gas Distribution and Storage | |||
| Other | 30.0% - 50.0% | 22 | 20 |
| Renewable Power Generation | |||
| EIH S.à r.l.11 | 51.0% | 52 | 37 |
| Hohe See and Albatros Offshore Wind Facilities | 49.9% | 1,701 | 163 |
| Rampion Offshore Wind Limited | 24.9% | 391 | 413 |
| East-West Tie Limited Partnership | 24.1% | 132 | 241 |
| Fox Squirrel Solar LLC | 50.0% | 312 | — |
| Other | 16.4% - 50.0% | 110 | 107 |
| OTHER LONG-TERM INVESTMENTS | |||
| Gas Transmission and Midstream | |||
| Ara Divert HoldCo, Inc. | 106 | — | |
| Other | 22 | 22 | |
| Gas Distribution and Storage | |||
| Other | 24 | 48 | |
| Renewable Power Generation | |||
| Other | 21 | 31 | |
| Eliminations and Other | |||
| Other12 | 430 | 488 | |
| 16,793 | 15,936 | ||
1 Owns a 49.0% interest in Bakken Pipeline Investments LLC. Bakken Pipeline Investments LLC owns 75.0% of the Bakken Pipeline System, resulting in a 27.6% effective interest in the Bakken Pipeline System by us.
2 We own 90.0% of the Class B units of DCP Midstream, LLC. These units track to a 65.0% ownership in Gray Oak Pipeline, LLC (Gray Oak), resulting in a 58.5% effective interest in Gray Oak by us. On January 9, 2023, we acquired an additional 10.0% direct interest in Gray Oak for cash consideration of $230 million (US$172 million), bringing our effective interest to 68.5%.
3 Owns the Southern Access Extension Project.
4 On October 12, 2021, we acquired a 20.0% equity interest in Cactus II through the Moda Acquisition (Note 8). On November 2, 2022, we acquired an additional 10.0% ownership in Cactus II for cash consideration of $241 million (US$177 million), bringing our total non-operating ownership to 30.0%.
5 Includes Alliance Pipeline Limited Partnership in Canada and Alliance Pipeline L.P. in the US.
6 Includes Aux Sable Canada LP in Canada and Aux Sable Liquid Products L.P. and Aux Sable Midstream LLC in the US.
7 On December 13, 2023, we announced that Enbridge had entered into a definitive agreement to sell its 50.0% interest in the Alliance Pipeline and interest in Aux Sable to Pembina Pipeline Corporation for $3.1 billion, including approximately $0.3 billion of non-recourse debt, subject to customary closing adjustments.
8 We own 23.4% of the Class A units of DCP Midstream, LLC. These units track to a 56.5% ownership in DCP Midstream, LP (DCP), resulting in a 13.2% effective interest in DCP by us.
9 Includes Vector Pipeline Limited Partnership in Canada and Vector Pipeline L.P. in the US.
10 On November 29, 2022, we acquired an effective 30.0% interest in Woodfibre LNG Limited Partnership (Woodfibre) for cash consideration of $533 million (US$392 million). Woodfibre will operate a LNG export facility in BC being constructed by us and our partners.
11 Owns a 50.0% interest in Éolien Maritime France SAS (EMF). Through our investment in EMF, we own equity interests inthree French offshore wind projects, including effective interests in Saint-Nazaire (25.5%), Fécamp (17.9%) and Calvados (21.7%).
12 Consists of investments in exchange-traded funds and debt securities held by our wholly-owned captive insurance subsidiaries. Refer to Note 23 - Risk Management and Financial Instruments.
Equity investments include the unamortized excess of the purchase price over the underlying net book value of the investees' assets at the purchase date. As at December 31, 2023, this basis difference was $3.5 billion (2022 - $3.4 billion), of which $1.7 billion (2022 - $1.5 billion) was amortizable.
For the years ended December 31, 2023, 2022 and 2021, distributions received from equity investments were $3.1 billion, $2.6 billion and $2.2 billion, respectively.
Summarized combined financial information of our unconsolidated equity investments (presented at 100%) is as follows:
| Year ended December 31, | 2023 | 20221 | 20211 | |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Operating revenues | 22,586 | 30,026 | 22,551 | |
| Operating expenses | 17,111 | 23,835 | 17,446 | |
| Earnings | 4,818 | 5,123 | 3,656 | |
| Earnings attributable to Enbridge | 1,816 | 2,056 | 1,600 | |
| December 31, | 2023 | 20221 | |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Current assets | 5,842 | 5,328 | |
| Non-current assets | 61,141 | 61,393 | |
| Current liabilities | 6,194 | 5,631 | |
| Non-current liabilities | 23,957 | 23,208 | |
| Noncontrolling interests | 4,124 | 4,640 | |
1 Balances have been updated to reflect the impact of revisions made to conform to the current year's presentation. These revisions do not have an effect on our previously reported consolidated statements of earnings, comprehensive income, changes in equity, cash flows or financial position.
OTHER EQUITY INVESTMENT TRANSACTIONS
Fox Squirrel Solar LLC
On November 15, 2023, we acquired a 50% interest in a newly formed partnership with EDF Renewables North America to participate in the initial phase of a solar power facility in Ohio. Cash consideration includes an upfront payment of $157 million (US$115 million) and subsequent capital commitments up to $398 million (US$291 million). Investments past the first phase are contingent on certain conditions being met. An additional payment of $164 million (US$123 million) was made at Phase 1 in-service in December 2023.
Hohe See and Albatros Offshore Wind Facilities
On November 3, 2023, we acquired an additional 24.45% interest in the Hohe See Offshore Wind Facilities and Albatros Offshore Wind Facilities (the Offshore Wind Facilities), through the acquisition of a 49% interest in Enbridge Renewable Infrastructure Investments S. à r.l (ERII), for $391 million (€267 million) of cash and assumed debt of $524 million (€358 million), bringing our interest in the Offshore Wind Facilities to 49.9%. The Hohe See Offshore Wind Facilities and Albatros Offshore Wind Facilities are located approximately 100 kilometers off the northern coast of Germany and came into service in 2019 and 2020, respectively. Subsequent to the purchase, our interest in ERII is consolidated and our interest in the Offshore Wind Facilities will continue to be accounted for as an equity method investment included in the Renewable Power Generation segment.
DCP Midstream, LLC
On August 17, 2022, we completed a joint venture merger transaction with Phillips 66 resulting in a single joint venture, DCP Midstream, LLC, holding both our and Phillips 66's indirect ownership interests in Gray Oak and DCP. Our ownership in DCP Midstream, LLC consists of Class A and Class B Interests which track to our investments in DCP, included in the Gas Transmission and Midstream segment, and Gray Oak, included in the Liquids Pipelines segment, respectively. Through our investment in DCP Midstream, LLC, we increased our effective economic interest in Gray Oak to 58.5% from 22.8% and reduced our effective economic interest in DCP to 13.2% from 28.3%. As a result of the transaction, Enbridge assumed operatorship of Gray Oak in the second quarter of 2023.
We determined the fair value of our decrease in economic interest in DCP based on the unadjusted quoted market price of DCP's publicly traded common units on the transaction closing date. The fair value of our increased economic interest in Gray Oak was determined using the fair value prescribed to the change in our economic interest in DCP. As a result of the merger transaction and the realignment of our economic interests in DCP and Gray Oak, we also received cash consideration of approximately $522 million (US$404 million) and recorded an accounting gain of $1.1 billion (US$832 million) to Gain on joint venture merger transaction in the Consolidated Statements of Earnings. Both DCP and Gray Oak continue to be accounted for as equity method investments.
Noverco Inc.
On June 7, 2021, IPL System Inc., a wholly-owned subsidiary of Enbridge, entered into a purchase and sale agreement to sell its 38.9% common share and preferred share interest in Noverco to Trencap L.P. On December 30, 2021, we closed the sale of Noverco for cash proceeds of $1.1 billion. After closing adjustments, a gain on disposal of $303 million before tax was included in Other income/(expense) in the Consolidated Statements of Earnings for the year ended December 31, 2021. Noverco was previously included in our Gas Distribution and Storage segment.
IMPAIRMENT OF EQUITY INVESTMENTS
PennEast Pipeline Company, LLC
PennEast Pipeline Company, LLC (PennEast) is a joint venture formed to develop a natural gas transmission pipeline to serve local distribution companies and power generators in southeastern Pennsylvania and New Jersey, is owned 20.0% by Enbridge, and is recorded as an equity method investment. In the third quarter of 2021, PennEast determined further development of the project was no longer viable and development of the project was ceased. As a result, we recorded an other-than-temporary impairment loss of $111 million on our investment for the year ended December 31, 2021 based on the estimated fair value of our share of the net assets. The carrying value of this investment wasnil as at December 31, 2023 and 2022.
Our investment in PennEast formed part of our Gas Transmission and Midstream segment. The impairment loss was recorded within Income from equity investments in the Consolidated Statements of Earnings.
- INTANGIBLE ASSETS
| December 31, 2023 | Weighted Average Amortization Rate | Cost | Accumulated Amortization | Net |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Software | 12.0% | 1,921 | (1,090) | 831 |
| Power purchase agreements | 4.3% | 58 | (24) | 34 |
| Project agreement1 | 4.0% | 158 | (41) | 117 |
| Customer relationships | 8.6% | 2,636 | (675) | 1,961 |
| Other intangible assets | 8.2% | 603 | (185) | 418 |
| Under development | —% | 176 | — | 176 |
| 5,552 | (2,015) | 3,537 | ||
| December 31, 2022 | Weighted Average Amortization Rate | Cost | Accumulated Amortization | Net |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Software | 10.9% | 2,019 | (1,042) | 977 |
| Power purchase agreements | 4.2% | 64 | (23) | 41 |
| Project agreement1 | 4.0% | 163 | (36) | 127 |
| Customer relationships | 8.6% | 2,701 | (459) | 2,242 |
| Other intangible assets | 5.9% | 621 | (148) | 473 |
| Under development | —% | 158 | — | 158 |
| 5,726 | (1,708) | 4,018 | ||
1 Represents a project agreement acquired from the merger of Enbridge and Spectra Energy.
For the years ended December 31, 2023, 2022 and 2021, our amortization expense related to intangible assets totaled $535 million, $483 million and $348 million, respectively. Our expected amortization expense associated with existing intangible assets for each of the years 2024 to 2028 is $514 million.
- GOODWILL
| LiquidsPipelines | GasTransmission and Midstream | GasDistribution and Storage | Renewable Power Generation | EnergyServices | Consolidated | |
|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | ||||||
| Balance at January 1, 2022 | 8,041 | 19,335 | 5,397 | — | 2 | 32,775 |
| Impairment | — | (2,465) | — | — | — | (2,465) |
| Foreign exchange and other | 506 | 1,236 | — | (4) | — | 1,738 |
| Acquisition3 | — | — | — | 392 | — | 392 |
| Balance at December 31, 20221,2 | 8,547 | 18,106 | 5,397 | 388 | 2 | 32,440 |
| Foreign exchange and other | (205) | (425) | — | (8) | — | (638) |
| Acquisition4 | — | 46 | — | — | — | 46 |
| Balance at December 31, 20231,2 | 8,342 | 17,727 | 5,397 | 380 | 2 | 31,848 |
1 Gross goodwill as at December 31, 2023 and 2022 was $35.9 billion and $36.5 billion, respectively.
2 Accumulated impairment as at December 31, 2023 and 2022 was $4.1 billion.
3 In 2022, we recorded $392 million of goodwill related to the acquisition of TGE. Refer to Note 8 - Acquisitions and Dispositions.
4 In 2023, we recorded $46 million of goodwill related to the acquisition of Aitken Creek. Refer to Note 8 - Acquisitions and Dispositions.
Gas Transmission
During the year ended December 31, 2022, we recorded goodwill impairment of $2.5 billion related to our Gas Transmission reporting unit. The fair value of the reporting unit, determined using a combination of discounted cash flow and earnings multiples techniques, was impacted by a rise in cost of capital and lower projected long term growth rates for our existing assets. No impairment was recorded for the year ended December 31, 2023.
- OTHER CURRENT LIABILITIES
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Dividends payable | 1,975 | 1,825 |
| Deferred credits | 1,313 | 1,056 |
| Derivative liabilities (Note 23) | 738 | 898 |
| Taxes payable | 596 | 683 |
| Other | 1,037 | 758 |
| 5,659 | 5,220 | |
- DEBT
| December 31, | Weighted Average Interest Rate10 | Maturity | 2023 | 2022 |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Enbridge Inc. | ||||
| US dollar senior notes | 4.6% | 2024 - 2053 | 14,636 | 12,060 |
| Medium-term notes | 4.5% | 2024 - 2064 | 8,598 | 8,223 |
| Sustainability-linked bonds | 4.7% | 2032 - 2033 | 6,751 | 3,355 |
| Fixed-to-fixed subordinated term notes1 | 7.5% | 2080 - 2084 | 7,156 | 3,596 |
| Fixed-to-floating rate subordinated term notes2 | 5.8% | 2077 - 2078 | 5,828 | 6,736 |
| Floating rate notes3 | 2024 | 791 | 1,491 | |
| Fixed-to-floating non-call notes | 6.0% | 2026 | 923 | — |
| Commercial paper and credit facility draws | 4.7% | 2024 - 2028 | 3,177 | 7,984 |
| Other4 | 17 | 15 | ||
| Enbridge (U.S.) Inc. | ||||
| Commercial paper and credit facility draws | 5.6% | 2025 - 2028 | 670 | 4,199 |
| Other4 | 263 | 7 | ||
| Enbridge Energy Partners, L.P. | ||||
| Senior notes | 6.5% | 2025 - 2045 | 3,231 | 3,320 |
| Enbridge Gas Inc. | ||||
| Medium-term notes | 4.2% | 2024 - 2053 | 10,185 | 9,535 |
| Debentures | 9.1% | 2024 - 2025 | 210 | 210 |
| Commercial paper and credit facility draws | 5.2% | 2025 | 400 | 2,000 |
| Other4 | 2 | 1 | ||
| Enbridge Pipelines (Southern Lights) L.L.C. | ||||
| Senior notes | 4.0% | 2040 | 791 | 921 |
| Enbridge Pipelines Inc. | ||||
| Medium-term notes5 | 4.3% | 2024 - 2053 | 5,425 | 5,425 |
| Debentures | 8.2% | 2024 | 200 | 200 |
| Commercial paper and credit facility draws | 5.4% | 2025 | 449 | 312 |
| Other4 | 4 | — | ||
| Enbridge Southern Lights LP | ||||
| Senior notes | 4.0% | 2040 | 214 | 222 |
| Spectra Energy Capital, LLC | ||||
| Senior notes | 7.0% | 2032 - 2038 | 228 | 234 |
| Algonquin Gas Transmission, LLC | ||||
| Senior notes | 3.3% | 2024 - 2029 | 1,121 | 1,152 |
| East Tennessee Natural Gas, LLC | ||||
| Senior notes | 3.1% | 2024 | 251 | 258 |
| Texas Eastern Transmission, LP | ||||
| Senior notes | 4.7% | 2028 - 2048 | 3,362 | 3,455 |
| Spectra Energy Partners, LP | ||||
| Senior notes | 4.3% | 2024 - 2045 | 4,220 | 4,336 |
| Tri Global Energy, LLC | ||||
| Senior notes | — | 18 | ||
| Senior notes | 2.1% | 2032 | 521 | — |
| Westcoast Energy Inc. | ||||
| Medium-term notes | 4.9% | 2024 - 2041 | 1,225 | 1,225 |
| Debentures | 8.1% | 2025 - 2026 | 275 | 275 |
| Fair value adjustment | 514 | 608 | ||
| Other7 | (439) | (393) | ||
| Total debt8 | 81,199 | 80,980 | ||
| Current maturities | (6,084) | (6,045) | ||
| Short-term borrowings9 | (400) | (1,996) | ||
| Long-term debt | 74,715 | 72,939 | ||
1 For an initial five or 10 years, the notes carry a fixed interest rate. Subsequently, during each reset period the interest rate will be reset to equal to the Five-Year US Treasury rate or Five-Year Government of Canada bond yield plus a margin. The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
2 For an initial five or 10 years, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal to the Canadian Dollar Offered Rate or the Secured Overnight Financing Rate (SOFR) plus a margin. The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
3 The notes carry an interest rate equal to SOFR plus a margin of 40 basis points and SOFR plus a margin of 63 basis points.
4 Primarily finance lease obligations.
5 Included in medium-term notes is $100 million with a maturity date of 2112.
6 In November 2023, as a part of the acquisition of an additional 49% interest in ERII, we assumed debt of $524 million (€358 million). As at December 31, 2023 $61 million (€42 million) and $460 million (€316 million) are recorded within Current portion of long-term debt and Long-term debt, respectively, on the Consolidated Statements of Financial Position. Refer to Note 13 - Long-Term Investments for further details on the transaction.
7 Primarily unamortized discounts, premiums and debt issuance costs.
82023 - $37 billion, US$33 billion and €359 million; 2022 - $38 billion, US$31 billion andnil. Totals exclude capital lease obligations, unamortized discounts, premiums and debt issuance costs and fair value adjustment.
9 Weighted average interest rates on outstanding commercial paper were 5.2% as at December 31, 2023 (2022 -4.5%).
10 Calculated based on term notes, debentures, commercial paper and credit facility draws outstanding as at December 31, 2023.
As at December 31, 2023, all outstanding debt was unsecured.
CREDIT FACILITIES
The following table provides details of our committed credit facilities as at December 31, 2023:
| Maturity1 | Total Facilities | Draws2 | Available | |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Enbridge Inc. | 2024-2028 | 8,876 | 3,177 | 5,699 |
| Enbridge (U.S.) Inc. | 2025-2028 | 8,373 | 670 | 7,703 |
| Enbridge Pipelines Inc. | 2025 | 2,000 | 449 | 1,551 |
| Enbridge Gas Inc. | 2025 | 2,500 | 400 | 2,100 |
| Total committed credit facilities | 21,749 | 4,696 | 17,053 | |
1 Maturity date is inclusive of theone-year term out option for certain credit facilities.
2 Includes facility draws and commercial paper issuances that are back-stopped by credit facilities.
In March 2023, Enbridge Gas increased its 364-day extendible credit facility from $2.0 billion to 2.5 billion and in July 21, 2023, the facility's maturity date was extended to July 2025, which includes aone-year term out provision from July 2024.
In July 2023, Enbridge Pipelines Inc. extended the maturity date of its 364-day extendible credit facility to July 2025, which includes aone-year term out provision from July 2024.
In July 2023, we renewed approximately $6.8 billion of our 364-day extendible credit facilities, extending the maturity dates to July 2025, which includes aone-year term out provision from July 2024. We also renewed approximately $7.6 billion of ourfive-year credit facilities, extending the maturity dates to July 2028. Further, we extended ourthree-year credit facilities, extending the maturity dates to July 2026.
In September 2023, we obtained commitments for a US$9.4 billion senior unsecured bridge term loan credit facility to support the Acquisitions. The commitment for this facility was subsequently reduced tonil as at December 31, 2023 as a result of the September 2023 $4.6 billion equity offering, the September 2023 subordinated long-term debt issuances, and the November 2023 senior notes long-term debt issuances.
In addition to the committed credit facilities noted above, we maintain $1.1 billion of uncommitted demand letter of credit facilities, of which $572 million was unutilized as at December 31, 2023. As at December 31, 2022, we had $1.3 billion of uncommitted demand letter of credit facilities, of which $689 million was unutilized.
Our credit facilities carry a weighted average standby fee of 0.1% per annum on the unused portion and draws bear interest at market rates. Certain credit facilities serve as a back-stop to the commercial paper programs and we have the option to extend such facilities, which are currently scheduled to mature from 2024 to 2028.
As at December 31, 2023 and 2022, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $3.8 billion and $10.5 billion, respectively, were supported by the availability of long-term committed credit facilities and, therefore, have been classified as long-term debt.
LONG-TERM DEBT ISSUANCES
During the year ended December 31, 2023, we completed the following long-term debt issuances totaling US$8.5 billion and $3.9 billion:
| Company · Issue Date · Principal Amount | |||
|---|---|---|---|
| (millions of Canadian dollars unless otherwise stated) | |||
| Enbridge Inc. | |||
| March 2023 | 5.70% | sustainability-linked senior notes due March 20331 | US$2,300 |
| March 2023 | 5.97% | senior notes due March 20262 | US$700 |
| May 2023 | 4.90% | medium-term notes due May 2028 | $600 |
| May 2023 | 5.36% | sustainability-linked medium-term notes due May 20333 | $400 |
| May 2023 | 5.76% | medium-term notes due May 2053 | $500 |
| September 2023 | 8.50% | fixed-to-fixed subordinated notes due January 20844 | US$1,250 |
| September 2023 | 8.25% | fixed-to-fixed subordinated notes due January 20845 | US$750 |
| September 2023 | 8.75% | fixed-to-fixed subordinated notes due January 20846 | $700 |
| September 2023 | 8.50% | fixed-to-fixed subordinated notes due January 20847 | $300 |
| November 2023 | 5.90% | senior notes due November 2026 | US$750 |
| November 2023 | 6.00% | senior notes due November 2028 | US$750 |
| November 2023 | 6.20% | senior notes due November 2030 | US$750 |
| November 2023 | 6.70% | senior notes due November 2053 | US$1,250 |
| Enbridge Gas Inc. | |||
| October 2023 | 5.46% | medium-term notes due October 2028 | $250 |
| October 2023 | 5.70% | medium-term notes due October 2033 | $400 |
| October 2023 | 5.67% | medium-term notes due October 2053 | $350 |
| Enbridge Pipelines Inc. | |||
| August 2023 | 5.82% | medium-term notes due August 2053 | $350 |
1 The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on September 8, 2031, the interest rate will be set to equal 5.70% plus 50 basis points.
2 We have the option to call the notes at par afterone year from issuance. Refer to Note 23 - Risk Management and Financial Instruments.
3 The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on November 26, 2031, the interest rate will be set to equal 5.36% plus 50 basis points.
4 For the initial 10 years, the notes carry a fixed interest rate. At year 10, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 4.43%. Subsequent to year 10, every five years, the Five-year US treasury rate is reset. At year 30, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 5.18%.
5 For the initial five years, the notes carry a fixed interest rate. At year five, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 3.79%. At year 10, the interest rate will be reset to equal the Five-Year US Treasury rate plus a margin of 4.04%. Subsequent to year 10, every five years, the Five-Year US Treasury rate is reset. At year 25, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 4.79%.
6 For the initial 10 years, the notes carry a fixed interest rate. At year 10, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 4.96%. Subsequent to year 10, every five years, the Government of Canada bond yield rate is reset. At year 30, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 5.71%.
7 For the initial five years, the notes carry a fixed interest rate. At year five, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 4.30%. At year 10, the interest rate will be reset to equal the Five-Year Government of Canada bond yield plus a margin of 4.55%. Subsequent to year 10, every five years, the Five-Year Government of Canada bond yield is reset. At year 25, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 5.30%.
LONG-TERM DEBT REPAYMENTS
During the year ended December 31, 2023, we completed the following long-term debt repayments totaling $1.4 billion and US$2.5 billion, respectively:
| Company · Repayment Date · Principal Amount | |||
|---|---|---|---|
| (millions of Canadian dollars, unless otherwise stated) | |||
| Enbridge Inc. | |||
| January 2023 | 3.94% | medium-term notes | $275 |
| February 2023 · Floating rate notes1 · US$500 | |||
| April 2023 | 6.38% | fixed-to-floating rate subordinated notes2 | US$600 |
| June 2023 | 3.94% | medium-term notes | $450 |
| October 2023 | 4.00% | senior notes | US$800 |
| October 2023 | 0.55% | senior notes | US$500 |
| Enbridge Gas Inc. | |||
| July 2023 | 6.05% | medium-term notes | $100 |
| July 2023 | 3.79% | medium-term notes | $250 |
| Enbridge Pipelines (Southern Lights) L.L.C. | |||
| June and December 2023 | 3.98% | senior notes | US$80 |
| Enbridge Pipelines Inc. | |||
| August 2023 | 3.79% | medium-term notes | $250 |
| November 2023 | 6.35% | medium-term notes | $100 |
| Enbridge Southern Lights LP | |||
| June 2023 | 4.01% | senior notes | $9 |
| Tri Global Energy, LLC | |||
| January 2023 | 10.00% | senior notes | US$4 |
| January 2023 | 14.00% | senior notes | US$9 |
1 Notes carried an interest rate set to equal the SOFR plus a margin of 40 basis points.
2 Thefive-year callable notes, with an original maturity date of April 2078, were all redeemed at par.
DEBT COVENANTS
Our credit facility agreements and term debt indentures include standard events of default and covenant provisions whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at December 31, 2023, we were in compliance with all debt covenants.
ANNUAL DEBT MATURITIES
As at December 31, 2023, we have commitments as detailed below:
| Total | Lessthan1 year | 2 years | 3 years | 4 years | 5 years | Thereafter | |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Annual debt maturities1 | 80,438 | 6,067 | 6,405 | 5,630 | 3,377 | 5,307 | 53,652 |
1 Includes debentures, term notes, commercial paper and credit facility draws based on the facility's maturity date and excludes short-term borrowings, debt discounts, debt issuance costs, finance lease obligations and fair value adjustment. We have the ability under certain debt facilities to call and repay the obligations prior to scheduled maturities. Therefore, the actual timing of future cash repayments could be materially different than presented above.
INTEREST EXPENSE
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Debentures and term notes | 3,439 | 2,910 | 2,806 |
| Commercial paper and credit facility draws | 519 | 388 | 114 |
| Amortization of fair value adjustment | (45) | (45) | (50) |
| Capitalized interest | (101) | (74) | (215) |
| 3,812 | 3,179 | 2,655 | |
- ASSET RETIREMENT OBLIGATIONS
Our ARO relate mostly to the retirement of pipelines, renewable power generation assets and obligations related to right-of way agreements and contractual leases for land use.
The discount rates used to estimate the present value of the expected future cash flows for the years ended December 31, 2023 and 2022 ranged from 1.5% to 9.0%.
A reconciliation of movements in our ARO liabilities is as follows:
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Obligations at beginning of year | 488 | 502 |
| Liabilities acquired | 1 | — |
| Liabilities incurred | — | 30 |
| Liabilities settled | (23) | (126) |
| Change in estimate and other | 5 | 51 |
| Foreign currency translation adjustment | (6) | 24 |
| Accretion expense | 28 | 7 |
| Obligations at end of year | 493 | 488 |
| Presented as follows: | ||
| Other current liabilities | 136 | 83 |
| Other long-term liabilities | 357 | 405 |
| 493 | 488 | |
- NONCONTROLLING INTERESTS
The following table provides additional information regarding Noncontrolling interests as presented in our Consolidated Statements of Financial Position:
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Algonquin Gas Transmission, LLC | 384 | 400 |
| Enbridge Athabasca Midstream Investor Limited Partnership1 | 1,086 | 1,106 |
| Maritimes & Northeast Pipeline, L.L.C. | 559 | 582 |
| Renewable energy assets | 885 | 1,302 |
| Maritimes & Northeast Pipeline Limited Partnership | 111 | 117 |
| Other | 4 | 4 |
| 3,029 | 3,511 | |
1 On October 5, 2022, we closed the sale of an 11.6% non-operating interest in certain assets from our Regional Oil Sands System to Aii. Refer to Note 8 - Acquisitions and Dispositions.
- SHARE CAPITAL
Our authorized share capital consists of an unlimited number of common shares with no par value and an unlimited number of preference shares.
COMMON SHARES
| 2023 | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| December 31, | Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount |
| (millions of Canadian dollars; number of shares in millions) | ||||||
| Balance at beginning of year | 2,025 | 64,760 | 2,026 | 64,799 | 2,026 | 64,768 |
| Shares issued, net of issue costs | 103 | 4,485 | — | — | — | — |
| Shares issued on exercise of stock options | — | 3 | 2 | 53 | — | 31 |
| Shares issued on vesting of RSUs, net of tax | — | 12 | — | — | — | — |
| Share purchases at stated value1 | (3) | (80) | (3) | (88) | — | — |
| Other | — | — | — | (4) | — | — |
| Balance at end of year | 2,125 | 69,180 | 2,025 | 64,760 | 2,026 | 64,799 |
1 Reflects the repurchase and cancellation of common shares under our normal course issuer bid.
PREFERENCE SHARES
| 2023 · 2022 · 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, · Number of Shares · Amount · Number of Shares · Amount · Number of Shares · Amount | ||||||||
| (millions of Canadian dollars; number of shares in millions) | ||||||||
| Preference Shares, Series A | 5 | 125 | 5 | 125 | 5 | 125 | ||
| Preference Shares, Series B | 20 | 500 | 20 | 500 | 18 | 457 | ||
| Preference Shares, Series C1 | — | — | — | — | 2 | 43 | ||
| Preference Shares, Series D | 18 | 450 | 18 | 450 | 18 | 450 | ||
| Preference Shares, Series F | 18 | 454 | 20 | 500 | 20 | 500 | ||
| Preference Shares, Series G2 | 2 | 46 | — | — | — | — | ||
| Preference Shares, Series H | 12 | 291 | 14 | 350 | 14 | 350 | ||
| Preference Shares, Series I3 | 2 | 59 | — | — | — | — | ||
| Preference Shares, Series J4 | — | — | — | — | 8 | 199 | ||
| Preference Shares, Series L | 16 | 411 | 16 | 411 | 16 | 411 | ||
| Preference Shares, Series N | 18 | 450 | 18 | 450 | 18 | 450 | ||
| Preference Shares, Series P | 16 | 400 | 16 | 400 | 16 | 400 | ||
| Preference Shares, Series R | 16 | 400 | 16 | 400 | 16 | 400 | ||
| Preference Shares, Series 1 | 16 | 411 | 16 | 411 | 16 | 411 | ||
| Preference Shares, Series 3 | 24 | 600 | 24 | 600 | 24 | 600 | ||
| Preference Shares, Series 5 | 8 | 206 | 8 | 206 | 8 | 206 | ||
| Preference Shares, Series 7 | 10 | 250 | 10 | 250 | 10 | 250 | ||
| Preference Shares, Series 9 | 11 | 275 | 11 | 275 | 11 | 275 | ||
| Preference Shares, Series 11 | 20 | 500 | 20 | 500 | 20 | 500 | ||
| Preference Shares, Series 13 | 14 | 350 | 14 | 350 | 14 | 350 | ||
| Preference Shares, Series 15 | 11 | 275 | 11 | 275 | 11 | 275 | ||
| Preference Shares, Series 175 | — | — | — | — | 30 | 750 | ||
| Preference Shares, Series 19 | 20 | 500 | 20 | 500 | 20 | 500 | ||
| Issuance costs | (135) | (135) | (155) | |||||
| Balance at end of year | 6,818 | 6,818 | 7,747 | |||||
1 On June 1, 2022, all outstanding Preference Shares, Series C were converted to Preference Shares, Series B.
2 On June 1, 2023,1,827,695 of the outstanding Preference Shares, Series F were converted into Preference Shares, Series G.
3 On September 1, 2023,2,350,602 of the outstanding Preference Shares, Series H were converted into Preference Shares, Series I.
4 On June 1, 2022, we redeemed our US$200 million outstanding Cumulative Redeemable Preference Shares, Series J.
5 On March 1, 2022, we redeemed our $750 million outstanding Cumulative Redeemable Minimum Rate Reset Preference Shares, Series 17.
Characteristics of our outstanding preference shares are as follows:
| Dividend Rate | Dividend1 | Per Share BaseRedemptionValue2 | Redemption andConversionOption Date2,3 | Right toConvertInto3,4 | |
|---|---|---|---|---|---|
| (Canadian dollars unless otherwise stated) | |||||
| Preference Shares, Series A | 5.50% | $1.37500 | $25 | — | — |
| Preference Shares, Series B | 5.20% | $1.30052 | $25 | June 1, 2027 | Series C |
| Preference Shares, Series D5 | 5.41% | $1.35300 | $25 | March 1, 2028 | Series E |
| Preference Shares, Series F6 | 5.54% | $1.38452 | $25 | June 1, 2028 | Series G |
| Preference Shares, Series G7 | 6.96% | $1.90704 | $25 | June 1, 2028 | Series F |
| Preference Shares, Series H8 | 6.11% | $1.52800 | $25 | September 1, 2028 | Series I |
| Preference Shares, Series I9 | 7.19% | $1.81004 | $25 | September 1, 2028 | Series H |
| Preference Shares, Series L | 5.86% | US$1.46448 | US$25 | September 1, 2027 | Series M |
| Preference Shares, Series N10 | 6.70% | $1.67400 | $25 | December 1, 2028 | Series O |
| Preference Shares, Series P | 4.38% | $1.09476 | $25 | March 1, 2024 | Series Q |
| Preference Shares, Series R | 4.07% | $1.01825 | $25 | June 1, 2024 | Series S |
| Preference Shares, Series 111 | 6.70% | US$1.67592 | US$25 | June 1, 2028 | Series 2 |
| Preference Shares, Series 3 | 3.74% | $0.93425 | $25 | September 1, 2024 | Series 4 |
| Preference Shares, Series 5 | 5.38% | US$1.34383 | US$25 | March 1, 2024 | Series 6 |
| Preference Shares, Series 7 | 4.45% | $1.11224 | $25 | March 1, 2024 | Series 8 |
| Preference Shares, Series 9 | 4.10% | $1.02424 | $25 | December 1, 2024 | Series 10 |
| Preference Shares, Series 11 | 3.94% | $0.98452 | $25 | March 1, 2025 | Series 12 |
| Preference Shares, Series 13 | 3.04% | $0.76076 | $25 | June 1, 2025 | Series 14 |
| Preference Shares, Series 15 | 2.98% | $0.74576 | $25 | September 1, 2025 | Series 16 |
| Preference Shares, Series 1912 | 6.21% | $1.55300 | $25 | March 1, 2028 | Series 20 |
1 The holder is entitled to receive a fixed cumulative quarterly preferential dividend, as declared by the Board of Directors. With the exception of Preference Shares, Series A, such fixed dividend rate resets every five years beginning on the initial Redemption and Conversion Option Date. Preference Shares, Series G and I contain a feature where the dividend rate resets on a quarterly basis. The Preference Shares, Series 19 contain a feature where the fixed dividend rate, when reset every five years, will not be less than 4.90%. No other series of preference shares has this feature.
2 Preference Shares, Series A may be redeemed any time at our option. For all other series of preference shares, we may at our option, redeem all or a portion of the outstanding preference shares for the Per Share Base Redemption Value plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.
3 The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on aone-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Per Share Base Redemption Value.
4 With the exception of Preference Shares, Series A, after the Redemption and Conversion Option Date, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/number of days in year) x three month Government of Canada treasury bill rate +2.4% (Series C),2.4% (Series E),2.5% (Series G),2.1% (Series I),2.7% (Series O),2.5% (Series Q),2.5% (Series S),2.4% (Series 4),2.6% (Series 8),2.7% (Series 10),2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), or 3.2% (Series 20); or US$25 x (number of days in quarter/number of days in year) x three month US Government treasury bill rate +3.2% (Series M),3.1% (Series 2), or 2.8% (Series 6).
5 The quarterly dividend per share paid on Preference Shares, Series D was increased to $0.33825 from $0.27875 on March 1, 2023 due to reset of the annual dividend on March 1, 2023.
6 The quarterly dividend per share paid on Preference Shares, Series F was increased to $0.34613 from $0.29306 on June 1, 2023 due to reset of the annual dividend on June 1, 2023.
7 On June 1, 2023,1,827,695 of the outstanding Preference Shares, Series F were converted into Preference Shares, Series G. The quarterly dividend per share paid on Preference Shares, Series G was increased to $0.47676 from $0.47245 on December 1, 2023 due to reset on a quarterly basis.
8 The quarterly dividend per share paid on Preference Shares, Series H was increased to $0.38200 from $0.27350 on September 1, 2023 due to reset of the annual dividend on September 1, 2023.
9 On September 1, 2023,2,350,602 of the outstanding Preference Shares, Series H were converted into Preference Shares, Series I. The quarterly dividend per share paid on Preference Shares, Series I was increased to $0.45251 from $0.44814 on December 1, 2023 due to reset on a quarterly basis following the date of issuance.
10 The quarterly dividend per share paid on Preference Shares, Series N was increased to $0.41850 from $0.31788 on December 1, 2023 due to reset of the annual dividend on December 1, 2023.
11 The quarterly dividend per share paid on Preference Shares, Series 1 was increased to US$0.41898 from US$0.37182 on June 1, 2023 due to reset of the annual dividend on June 1, 2023.
12 The quarterly dividend per share paid on Preference Shares, Series 19 was increased to $0.38825 from $0.30625 on March 1, 2023 due to reset of the annual dividend on March 1, 2023.
SHAREHOLDER RIGHTS PLAN
The Shareholder Rights Plan is designed to encourage the fair treatment of our shareholders in connection with any takeover offer. Rights issued under the plan become exercisable when a person and any related parties acquires or announces its intention to acquire 20% or more of our outstanding common shares without complying with certain provisions set out in the plan or without approval of our Board of Directors. Should such an acquisition occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase our common shares at a 50% discount to the market price at that time.
- STOCK OPTION AND STOCK UNIT PLANS
We maintain three primary vehicles under our long-term incentive plan (the Plan): ISOs, PSUs and RSUs. Total stock-based compensation expense recorded for the years ended December 31, 2023, 2022 and 2021 was $154 million, $260 million and $157 million, respectively. The number of common shares authorized for share-settled awards under the Plan was 181 million as at December 31, 2023, 2022 and 2021.
INCENTIVE STOCK OPTIONS
Certain key employees are granted ISOs to purchase common shares at the grant date market price. ISOs vest in equal annual installments over afour-year period and expire 10 years after the issue date.
| December 31, 2023 | Number | WeightedAverageExercisePrice | WeightedAverageRemainingContractualLife (years) | AggregateIntrinsicValue |
|---|---|---|---|---|
| (number of options in thousands; weighted average exercise price in Canadian dollars; intrinsic value in millions of Canadian dollars) | ||||
| Options outstanding at beginning of year | 27,624 | 48.46 | ||
| Options granted | 3,053 | 53.11 | ||
| Options exercised1 | (648) | 45.70 | ||
| Options cancelled or expired | (1,300) | 53.84 | ||
| Options outstanding at end of year | 28,729 | 50.79 | 5.3 | 45 |
| Options vested at end of year2 | 20,235 | 50.64 | 4.1 | 36 |
1 The total intrinsic value of ISOs exercised during the years ended December 31, 2023, 2022 and 2021 was $2 million, $66 million and $24 million, respectively, and cash received on exercise was nil, $3 million and $2 million, respectively.
2 The total fair value of ISOs vested during the years ended December 31, 2023, 2022 and 2021 was $20 million, $21 million and $25 million, respectively.
Weighted average assumptions used to determine the fair value of ISOs granted using the Black-Scholes-Merton model are as follows:
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| Fair value per option (Canadian dollars)1 | 6.05 | 5.07 | 4.10 |
| Valuation assumptions | |||
| Expected option term (years)2 | 6 | 6 | 6 |
| Expected volatility3 | 22.2% | 21.9% | 25.5% |
| Expected dividend yield4 | 6.7% | 6.5% | 7.6% |
| Risk-free interest rate5 | 3.5% | 1.8% | 0.7% |
1 Options granted to US employees are based on the New York Stock Exchange prices. The option value and assumptions shown are based on a weighted average of the US and the Canadian options. The fair value per option for the years ended December 31, 2023, 2022 and 2021 were $5.38, $4.78 and $3.91, respectively, for Canadian employees and US$5.23, US$4.62 and US$3.65, respectively, for US employees.
2 The expected option term issix years based on historical exercise practice andfive years for retirement eligible employees.
3 Expected volatility is determined with reference to historic daily share price volatility and consideration of the implied volatility observable in call option values near the grant date.
4 The expected dividend yield is the current annual dividend at the grant date divided by the current stock price.
5 The risk-free interest rate is based on the Government of Canada's Canadian bond yields and the US Treasury bond yields.
Compensation expense recorded for the years ended December 31, 2023, 2022 and 2021 for ISOs was $18 million, $15 million and $16 million, respectively. As at December 31, 2023, unrecognized compensation expense related to non-vested ISOs was $11 million. The expense is expected to be fully recognized over a weighted average period of approximatelytwo years.
PERFORMANCE STOCK UNITS
PSUs are granted to certain key employees where cash awards are paid following athree-year performance cycle. Awards are calculated by multiplying the number of units outstanding at the end of the performance period by Enbridge's weighted average share price for 20 days prior to the maturity of the grant and by a performance multiplier. The performance multiplier ranges from zero, if our performance fails to meet threshold performance levels, to a maximum of 2.0 if we perform within the highest range of the performance targets. The performance multiplier is derived through a calculation of our Total Shareholder Return percentile rank relative to a specified peer group of companies and our distributable cash flow per share, adjusted for unusual, infrequent or other non-operating factors, relative to targets established at the time of grant. Beginning in 2023, the performance multiplier also includes a greenhouse gas reduction component. To calculate the 2023 expense, a multiplier of 1.0 was used for 2023 PSU grants,1.25 for 2022 PSU grants and 1.25 for the 2021 PSU grants.
| December 31, 2023 | Number | WeightedAverageRemainingContractualLife (years) | AggregateIntrinsicValue |
|---|---|---|---|
| (number of units in thousands; intrinsic value in millions of Canadian dollars) | |||
| Units outstanding at beginning of year | 3,249 | ||
| Units granted | 2,128 | ||
| Units cancelled | (214) | ||
| Units matured1 | (2,218) | ||
| Dividend reinvestment | 235 | ||
| Units outstanding at end of year | 3,180 | 1.1 | 175 |
1 The total amount paid during the years ended December 31, 2023, 2022 and 2021 for PSUs was $123 million, $90 million and $70 million, respectively.
Compensation expense recorded for the years ended December 31, 2023, 2022 and 2021 for PSUs was $59 million, $169 million and $56 million, respectively. As at December 31, 2023, unrecognized compensation expense related to non-vested PSUs was $54 million. The expense is expected to be fully recognized over a weighted average period of approximatelytwo years.
RESTRICTED STOCK UNITS
Employees may also be granted cash-settled or share-settled RSUs under the Plan. Cash-settled RSUs are paid to certain key employees, vesting in equal installments on each of the first, second and third anniversaries of the grant date. Share-settled awards are given to non-executive senior management employees and vest following athree-year maturity period. Beginning in 2023, share-settled units were granted to non-senior management employees. These units vest on each of the first, second and third anniversaries of the grant date. RSU holders receive cash or shares equal to Enbridge's weighted average share price for 20 days prior to the maturity of the grant multiplied by the number of units outstanding on the maturity date.
| December 31, 2023 | Number | WeightedAverageGrant Date Fair Value2 | WeightedAverageRemainingContractual Life (years) | AggregateIntrinsic Value |
|---|---|---|---|---|
| (number of units in thousands; intrinsic value in millions of Canadian dollars) | ||||
| Units outstanding at beginning of year | 3,565 | 49.64 | ||
| Units granted | 1,373 | 52.05 | ||
| Units cancelled | (246) | 52.06 | ||
| Units matured1 | (1,401) | 51.05 | ||
| Dividend reinvestment | 280 | 50.88 | ||
| Units outstanding at end of year | 3,571 | 50.69 | 0.9 | 177 |
1 The total amount paid during the years ended December 31, 2023, 2022 and 2021 for RSUs was $56 million, $32 million and $72 million, respectively.
2 Weighted average grant date fair value excludes cash-settled units.
Compensation expense recorded for the years ended December 31, 2023, 2022 and 2021 for RSUs was $77 million, $76 million and $85 million, respectively. As at December 31, 2023, unrecognized compensation expense related to non-vested RSUs was $60 million. The expense is expected to be fully recognized over a weighted average period of approximatelytwo years.
- COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in AOCI attributable to our common shareholders for the years ended December 31, 2023, 2022 and 2021 are as follows:
| Cash FlowHedges | ExcludedComponentsof Fair ValueHedges | NetInvestmentHedges | CumulativeTranslationAdjustment | EquityInvestees | Pension andOPEBAdjustment | Total | |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Balance as at January 1, 2023 | 121 | (35) | (1,137) | 4,348 | 5 | 218 | 3,520 |
| Other comprehensive income/(loss) retained in AOCI | 232 | 62 | 409 | (1,695) | 6 | (158) | (1,144) |
| Other comprehensive (income)/loss reclassified to earnings | |||||||
| Interest rate contracts1 | 28 | — | — | — | — | — | 28 |
| Foreign exchange contracts2 | — | (47) | — | — | — | — | (47) |
| Amortization of pension and OPEB actuarial gain3 | — | — | — | — | — | (24) | (24) |
| 260 | 15 | 409 | (1,695) | 6 | (182) | (1,187) | |
| Tax impact | |||||||
| Income tax on amounts retained in AOCI | (47) | (14) | — | — | — | 28 | (33) |
| Income tax on amounts reclassified to earnings | (14) | 11 | — | — | — | 6 | 3 |
| (61) | (3) | — | — | — | 34 | (30) | |
| Balance as at December 31, 2023 | 320 | (23) | (728) | 2,653 | 11 | 70 | 2,303 |
| Cash FlowHedges | ExcludedComponentsof Fair ValueHedges | NetInvestmentHedges | CumulativeTranslationAdjustment | EquityInvestees | Pension andOPEBAdjustment | Total | |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Balance as at January 1, 2022 | (897) | — | (166) | 56 | (5) | (84) | (1,096) |
| Other comprehensive income/(loss) retained in AOCI | 1,125 | (35) | (971) | 4,292 | (6) | 411 | 4,816 |
| Other comprehensive (income)/loss reclassified to earnings | |||||||
| Interest rate contracts1 | 186 | — | — | — | — | — | 186 |
| Foreign exchange contracts2 | (4) | — | — | — | — | — | (4) |
| Other contracts4 | 4 | — | — | — | — | — | 4 |
| Amortization of pension and OPEB actuarial gain3 | — | — | — | — | — | (14) | (14) |
| Other | — | — | — | — | 16 | — | 16 |
| 1,311 | (35) | (971) | 4,292 | 10 | 397 | 5,004 | |
| Tax impact | |||||||
| Income tax on amounts retained in AOCI | (250) | — | — | — | — | (99) | (349) |
| Income tax on amounts reclassified to earnings | (43) | — | — | — | — | 4 | (39) |
| (293) | — | — | — | — | (95) | (388) | |
| Balance as at December 31, 2022 | 121 | (35) | (1,137) | 4,348 | 5 | 218 | 3,520 |
| Cash FlowHedges | ExcludedComponentsof Fair ValueHedges | NetInvestmentHedges | CumulativeTranslationAdjustment | EquityInvestees | Pension andOPEBAdjustment | Total | |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Balance as at January 1, 2021 | (1,326) | 5 | (215) | 568 | 66 | (499) | (1,401) |
| Other comprehensive income/(loss) retained in AOCI | 238 | (5) | 49 | (492) | (12) | 520 | 298 |
| Other comprehensive (income)/loss reclassified to earnings | |||||||
| Interest rate contracts1 | 296 | — | — | — | — | — | 296 |
| Commodity contracts5 | 1 | — | — | — | — | — | 1 |
| Foreign exchange contracts2 | 5 | — | — | — | — | — | 5 |
| Other contracts4 | 2 | — | — | — | — | — | 2 |
| Equity investment disposal | — | — | — | — | (66) | — | (66) |
| Amortization of pension and OPEB actuarial loss and prior service costs3 | — | — | — | — | — | 28 | 28 |
| Other | 17 | — | — | (20) | 3 | — | — |
| 559 | (5) | 49 | (512) | (75) | 548 | 564 | |
| Tax impact | |||||||
| Income tax on amounts retained in AOCI | (61) | — | — | — | — | (126) | (187) |
| Income tax on amounts reclassified to earnings | (69) | — | — | — | 4 | (7) | (72) |
| (130) | — | — | — | 4 | (133) | (259) | |
| Balance as at December 31, 2021 | (897) | — | (166) | 56 | (5) | (84) | (1,096) |
1 Reported within Interest expense in the Consolidated Statements of Earnings.
2 Reported within Transportation and other services revenues and Other income/(expense) in the Consolidated Statements of Earnings.
3 These components are included in the computation of net periodic benefit (credit)/cost and are reported within Other income/(expense) in the Consolidated Statements of Earnings.
4 Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
5 Reported within Transportation and other services revenues, Commodity sales, Commodity costs and Operating and administrative expense in the Consolidated Statements of Earnings.
- RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
MARKET RISK
Our earnings, cash flows and OCI are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price (collectively, market 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 foreign currency derivatives and US dollar-denominated debt.
The foreign exchange risks inherent within the CTS framework are not present in MTS. Accordingly, our foreign exchange hedging program related to the Canadian Mainline is no longer required, and the related derivatives were terminated in the first quarter of 2023 for a realized loss of $638 million.
Interest Rate Risk
Our earnings, 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 monitor our debt portfolio mix of fixed and variable rate debt instruments to manage a consolidated portfolio of floating rate debt within the Board of Directors' approved policy limit of a maximum of 30% of floating rate debt as a percentage of total debt outstanding. We primarily use qualifying derivative instruments to manage interest rate risk. Pay fixed-receive floating interest rate swaps may be used to hedge against the effect of future interest rate movements. We have implemented a hedging program to partially mitigate the impact of short-term interest rate volatility on interest expense via the execution of floating-to-fixed interest rate swaps and costless collars. These swaps have an average fixed rate of 4.1%.
On March 8, 2023, we issued US$700 million ofthree-year fixed rate notes, which include the right for us to call at par after the first year. A corresponding fixed-to-floating cancellable swap was also executed which gives the swap counterparty a similar right to cancel the swap after the first year. This swap has a fixed rate of 6.0%.
Our earnings and cash flows are also exposed to variability in longer term interest rates ahead of anticipated fixed rate term debt issuances. Forward starting interest rate swaps are used to hedge against the effect of future interest rate movements. We have established a program including some of our subsidiaries to partially mitigate our exposure to long-term interest rate variability on forecasted term debt issuances via execution of floating-to-fixed interest rate swaps with an average swap rate of 3.5%.
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 services subsidiaries. These commodities include natural gas, crude oil, power and NGL. We employ financial and physical derivative instruments to fix a portion of the variable price exposures that arise from physical transactions involving these commodities. We use primarily non-qualifying derivative instruments to manage commodity price risk.
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. We use equity derivatives to manage the earnings volatility derived fromone form of stock-based compensation, RSUs. We use a combination of qualifying and non-qualifying derivative instruments to manage equity price risk.
TOTAL DERIVATIVE INSTRUMENTS
We generally have a policy of entering into individual International Swaps and Derivatives Association, Inc. (ISDA) agreements, or other similar derivative agreements, with the majority of our financial derivative counterparties. These agreements provide for the net settlement of derivative instruments outstanding with specific counterparties in the event of bankruptcy or other significant credit events and reduce our credit risk exposure on financial derivative asset positions outstanding with the counterparties in those circumstances.
The following table summarizes the Consolidated Statements of Financial Position location and carrying value of our derivative instruments, as well as the maximum potential settlement amounts, in the event of the specific circumstances described above. All amounts are presented gross in the Consolidated Statements of Financial Position.
| December 31, 2023 | DerivativeInstrumentsUsed asCash Flow Hedges | DerivativeInstrumentsUsed asFair Value Hedges | Non-QualifyingDerivative Instruments | Total GrossDerivativeInstruments as Presented | AmountsAvailable for Offset | Total NetDerivative Instruments |
|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | ||||||
| Other current assets | ||||||
| Foreign exchange contracts | — | 41 | 98 | 139 | (32) | 107 |
| Interest rate contracts | 31 | — | 34 | 65 | (32) | 33 |
| Commodity contracts | — | — | 418 | 418 | (270) | 148 |
| Other contracts | — | — | 1 | 1 | (1) | — |
| 31 | 41 | 551 | 623 | (335) | 288 | |
| Deferred amounts and other assets | ||||||
| Foreign exchange contracts | — | 16 | 319 | 335 | (122) | 213 |
| Interest rate contracts | 51 | — | 2 | 53 | (21) | 32 |
| Commodity contracts | — | — | 75 | 75 | (41) | 34 |
| 51 | 16 | 396 | 463 | (184) | 279 | |
| Other current liabilities | ||||||
| Foreign exchange contracts | — | (44) | (84) | (128) | 32 | (96) |
| Interest rate contracts | (183) | — | (3) | (186) | 32 | (154) |
| Commodity contracts | (11) | — | (412) | (423) | 270 | (153) |
| Other contracts | — | — | (1) | (1) | 1 | — |
| (194) | (44) | (500) | (738) | 335 | (403) | |
| Other long-term liabilities | ||||||
| Foreign exchange contracts | — | (17) | (481) | (498) | 122 | (376) |
| Interest rate contracts | (3) | — | (85) | (88) | 21 | (67) |
| Commodity contracts | (7) | — | (159) | (166) | 41 | (125) |
| (10) | (17) | (725) | (752) | 184 | (568) | |
| Total net derivative liability | ||||||
| Foreign exchange contracts | — | (4) | (148) | (152) | — | (152) |
| Interest rate contracts | (104) | — | (52) | (156) | — | (156) |
| Commodity contracts | (18) | — | (78) | (96) | — | (96) |
| Other contracts | — | — | — | — | — | — |
| (122) | (4) | (278) | (404) | — | (404) | |
| December 31, 2022 | DerivativeInstrumentsUsed asCash Flow Hedges | Derivative Instruments Used as Fair Value Hedges | Non-QualifyingDerivative Instruments | Total GrossDerivativeInstruments as Presented | AmountsAvailable for Offset | Total NetDerivative Instruments |
|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | ||||||
| Other current assets | ||||||
| Foreign exchange contracts | — | — | 46 | 46 | (41) | 5 |
| Interest rate contracts | 649 | — | 11 | 660 | — | 660 |
| Commodity contracts | — | — | 302 | 302 | (182) | 120 |
| Other contracts | — | — | 7 | 7 | — | 7 |
| 649 | — | 366 | 1,015 | (223) | 792 | |
| Deferred amounts and other assets | ||||||
| Foreign exchange contracts | — | 156 | 153 | 309 | (138) | 171 |
| Interest rate contracts | 254 | — | — | 254 | — | 254 |
| Commodity contracts | — | — | 61 | 61 | (25) | 36 |
| Other contracts | 1 | — | 2 | 3 | — | 3 |
| 255 | 156 | 216 | 627 | (163) | 464 | |
| Other current liabilities | ||||||
| Foreign exchange contracts | — | (42) | (524) | (566) | 41 | (525) |
| Commodity contracts | (48) | — | (284) | (332) | 182 | (150) |
| (48) | (42) | (808) | (898) | 223 | (675) | |
| Other long-term liabilities | ||||||
| Foreign exchange contracts | — | — | (1,116) | (1,116) | 138 | (978) |
| Interest rate contracts | (3) | — | (1) | (4) | — | (4) |
| Commodity contracts | (37) | — | (133) | (170) | 25 | (145) |
| (40) | — | (1,250) | (1,290) | 163 | (1,127) | |
| Total net derivative asset/(liability) | ||||||
| Foreign exchange contracts | — | 114 | (1,441) | (1,327) | — | (1,327) |
| Interest rate contracts | 900 | — | 10 | 910 | — | 910 |
| Commodity contracts | (85) | — | (54) | (139) | — | (139) |
| Other contracts | 1 | — | 9 | 10 | — | 10 |
| 816 | 114 | (1,476) | (546) | — | (546) | |
The following table summarizes the maturity and notional principal or quantity outstanding related to our derivative instruments:
| 2023 · 2022 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, · 2024 · 2025 · 2026 · 2027 · 2028 · Thereafter · Total · Total | ||||||||||||||
| Foreign exchange contracts - US dollar forwards - purchase (millions of US dollars) | 1,360 | 500 | — | — | — | 1,860 | 2,155 | |||||||
| Foreign exchange contracts - US dollar forwards - sell (millions of US dollars) | 6,582 | 5,327 | 4,697 | 4,091 | 3,162 | 888 | 24,747 | 27,610 | ||||||
| Foreign exchange contracts - British pound (GBP) forwards - sell (millions of GBP) | 30 | 30 | 28 | 32 | — | — | 120 | 149 | ||||||
| Foreign exchange contracts - Euro forwards - sell (millions of Euro) | 141 | 126 | 121 | 81 | 67 | 195 | 731 | 697 | ||||||
| Foreign exchange contracts - Japanese yen forwards - purchase (millions of yen) | — | 84,800 | — | — | — | — | 84,800 | 84,800 | ||||||
| Interest rate contracts - short-term pay fixed rate (millions of Canadian dollars) | 5,903 | 1,881 | 1,122 | 74 | 25 | 13 | 9,018 | 9,356 | ||||||
| Interest rate contracts - short-term debt receive fixed rate (millions of Canadian dollars) | 918 | 923 | 174 | — | — | — | 2,015 | — | ||||||
| Interest rate contracts - long-term pay fixed rate (millions of Canadian dollars)1 | 4,582 | 580 | — | — | — | — | 5,162 | 7,851 | ||||||
| Interest rate contracts - costless collar (millions of Canadian dollars) | — | 1,098 | 41 | — | — | — | 1,139 | — | ||||||
| Equity contracts (millions of Canadian dollars) | 34 | 13 | — | — | — | — | 47 | 80 | ||||||
| Commodity contracts - natural gas (billions of cubic feet) | 31 | 32 | 13 | 10 | — | — | 86 | 93 | ||||||
| Commodity contracts - crude oil (millions of barrels) | 6 | — | — | — | — | — | 6 | 16 | ||||||
| Commodity contracts - power (megawatt per hour (MW/H)) | 49 | (14) | (26) | (53) | (57) | (30) | (22) | 2 | (14) | 2 | ||||
1 Represents the notional of long-term debt issuances hedged
2 Total is an average net purchase/(sale) of power.
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.
| Year ended December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Unrealized gain/(loss) on derivative | (132) | 262 |
| Unrealized gain/(loss) on hedged item | 131 | (254) |
| Realized loss on derivative | (47) | (110) |
| Realized gain on hedged item | — | 85 |
The Effect of Derivative Instruments on the Statements of Earnings and Comprehensive Income
The following table presents the effect of cash flow hedges and fair value hedges on our consolidated earnings and consolidated comprehensive income, before the effect of income taxes:
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Amount of unrealized gain/(loss) recognized in OCI | |||
| Cash flow hedges | |||
| Foreign exchange contracts | — | 3 | (29) |
| Interest rate contracts | 201 | 1,151 | 252 |
| Commodity contracts | 68 | (53) | (28) |
| Other contracts | (2) | (4) | 1 |
| Fair value hedges | |||
| Foreign exchange contracts | 15 | (35) | (5) |
| 282 | 1,062 | 191 | |
| Amount of loss reclassified from AOCI to earnings | |||
| Foreign exchange contracts1 | — | 13 | 5 |
| Interest rate contracts2 | 28 | 186 | 296 |
| Commodity contracts3 | — | — | 1 |
| Other contracts3 | — | 4 | 2 |
| 28 | 203 | 304 | |
1 Reported within Transportation and other services revenues and Other income/(expense) in the Consolidated Statements of Earnings.
2 Reported within Interest expense in the Consolidated Statements of Earnings.
3 Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
We estimate that a loss of $18 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 2 years as at December 31, 2023.
Non-Qualifying Derivatives
The following table presents the unrealized gains and losses associated with changes in the fair value of our non-qualifying derivatives:
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Foreign exchange contracts1 | 1,292 | (1,344) | 92 |
| Interest rate contracts2 | (63) | 10 | 2 |
| Commodity contracts3 | (41) | 50 | 71 |
| Other contracts4 | (8) | 4 | 8 |
| Total unrealized derivative fair value gain/(loss), net | 1,180 | (1,280) | 173 |
1 For the respective years ended, reported within Transportation and other services revenues (2023 - $645 million gain; 2022 - $238 million loss; 2021 - $98 million gain) and Other income/(expense) (2023 - $647 million gain; 2022 - $1,106 million loss; 2021 - $6 million loss) in the Consolidated Statements of Earnings.
2 Reported as an increase within Interest expense in the Consolidated Statements of Earnings.
3 For the respective years ended, reported within Transportation and other services revenues (2023 - $35 million loss; 2022 - $13 million gain; 2021 - $9 million gain), Commodity sales (2023 - $153 million gain; 2022 - $89 million gain; 2021 - $160 million gain), Commodity costs (2023 - $94 million loss; 2022 - $102 million loss; 2021 - $105 million loss) and Operating and administrative expense (2023 - $65 million loss; 2022 - $50 million gain; 2021 - $7 million gain) in the Consolidated Statements of Earnings.
4 Reported within Operating and administrative expense in the Consolidated Statements of Earnings.
LIQUIDITY RISK
Liquidity risk is the risk that we will not be able to meet our financial obligations, including commitments and guarantees, as they become due. In order to mitigate this risk, we forecast cash requirements over a 12-month rolling time period to determine whether sufficient funds will be available and maintain substantial capacity under our committed bank lines of credit to address any contingencies. Our primary sources of liquidity and capital resources are funds generated from operations, the issuance of commercial paper and draws under committed credit facilities and long-term debt, which includes debentures and medium-term notes. Our shelf prospectuses with securities regulators enable ready access to either the Canadian or US public capital markets, subject to market conditions. In addition, we maintain sufficient liquidity through committed credit facilities with a diversified group of banks and institutions which, if necessary, enables us to fund all anticipated requirements for approximatelyone 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 December 31, 2023. 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 a variety of 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 and contractual requirements, netting arrangements and ongoing monitoring of counterparty credit exposure using external credit rating services and other analytical tools.
We have credit concentrations and credit exposure, with respect to derivative instruments, in the following counterparty segments:
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Canadian financial institutions | 457 | 644 |
| US financial institutions | 252 | 277 |
| European financial institutions | 107 | 334 |
| Asian financial institutions | 121 | 224 |
| Other1 | 125 | 105 |
| 1,062 | 1,584 | |
1 Other is comprised of commodity clearing house and physical natural gas and crude oil counterparties.
As at December 31, 2023, we did not provide any letters of credit in lieu of providing cash collateral to our counterparties pursuant to the terms of the relevant ISDA agreements. We heldno cash collateral on derivative asset exposures as at December 31, 2023 and 2022.
Gross derivative balances have been presented without the effects of collateral posted. Derivative assets are adjusted for non-performance risk of our counterparties using their credit default swap spread rates and are reflected at fair value. For derivative liabilities, our non-performance risk is considered in the valuation.
Credit risk also arises from trade and other long-term receivables, and is mitigated through credit exposure limits and contractual requirements, the assessment of credit ratings and netting arrangements. Within Enbridge Gas, credit risk is mitigated by the utility's large and diversified customer base and the ability to recover an estimate for expected credit losses through the ratemaking process. We actively monitor the financial strength of large industrial customers and, in select cases, have obtained additional security to minimize the risk of default on receivables. Generally, we utilize a loss allowance matrix which contemplates historical credit losses by age of receivables, adjusted for any forward-looking information and management expectations to measure lifetime expected credit losses of receivables. The maximum exposure to credit risk related to non-derivative financial assets is their carrying value.
FAIR VALUE MEASUREMENTS
Our financial assets and liabilities measured at fair value on a recurring basis include 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.
Level 1
Level 1 includes financial instruments measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date. An active market for a financial instrument is considered to be a market where transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 instruments consist primarily of exchange-traded derivatives used to mitigate the risk of crude oil price fluctuations, US and Canadian treasury bills, investments in exchange-traded funds held by our captive insurance subsidiaries, as well as restricted long-term investments in exchange-traded funds that are held in trust in accordance with the CER's regulatory requirements under the LMCI.
Level 2
Level 2 includes financial instrument valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1. Financial instruments in this category are valued using models or other industry standard valuation techniques derived from observable market data. Such valuation techniques include inputs such as quoted forward prices, time value, volatility factors and broker quotes that can be observed or corroborated in the market for the entire duration of the financial instrument. Derivatives valued using Level 2 inputs include non-exchange traded derivatives such as over-the-counter foreign exchange forward and cross-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, as well as physical forward commodity contracts. We do not have any other financial instruments categorized in Level 3.
We use the most observable inputs available to estimate the fair value of our derivatives. When possible, we estimate the fair value of our derivatives based on quoted market prices. If quoted market prices are not available, we use estimates from third-party brokers. For non-exchange traded derivatives classified in Levels 2 and 3, we use standard valuation techniques to calculate the estimated fair value. These methods include discounted cash flows for forwards and swaps and Black-Scholes-Merton pricing models for options. Depending on the type of derivative and nature of the underlying risk, we use observable market prices (interest, foreign exchange, commodity and share price) and volatility as primary inputs to these valuation techniques. Finally, we consider our own credit default swap spread, as well as the credit default swap spreads associated with our counterparties, in our estimation of fair value.
Fair Value of Derivatives
We have categorized our derivative assets and liabilities measured at fair value as follows:
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Financial assets | ||||
| Current derivative assets | ||||
| Foreign exchange contracts | — | 139 | — | 139 |
| Interest rate contracts | — | 65 | — | 65 |
| Commodity contracts | 142 | 103 | 173 | 418 |
| Other contracts | — | 1 | — | 1 |
| 142 | 308 | 173 | 623 | |
| Long-term derivative assets | ||||
| Foreign exchange contracts | — | 335 | — | 335 |
| Interest rate contracts | — | 53 | — | 53 |
| Commodity contracts | — | 24 | 51 | 75 |
| — | 412 | 51 | 463 | |
| Financial liabilities | ||||
| Current derivative liabilities | ||||
| Foreign exchange contracts | — | (128) | — | (128) |
| Interest rate contracts | — | (186) | — | (186) |
| Commodity contracts | (136) | (76) | (211) | (423) |
| Other contracts | — | (1) | — | (1) |
| . | (136) | (391) | (211) | (738) |
| Long-term derivative liabilities | ||||
| Foreign exchange contracts | — | (498) | — | (498) |
| Interest rate contracts | — | (88) | — | (88) |
| Commodity contracts | — | (22) | (144) | (166) |
| — | (608) | (144) | (752) | |
| Total net financial asset/(liability) | ||||
| Foreign exchange contracts | — | (152) | — | (152) |
| Interest rate contracts | — | (156) | — | (156) |
| Commodity contracts | 6 | 29 | (131) | (96) |
| Other contracts | — | — | — | — |
| 6 | (279) | (131) | (404) | |
| December 31, 2022 | Level 1 | Level 2 | Level 3 | Total Gross Derivative Instruments |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Financial assets | ||||
| Current derivative assets | ||||
| Foreign exchange contracts | — | 46 | — | 46 |
| Interest rate contracts | — | 660 | — | 660 |
| Commodity contracts | 65 | 90 | 147 | 302 |
| Other contracts | — | 7 | — | 7 |
| 65 | 803 | 147 | 1,015 | |
| Long-term derivative assets | ||||
| Foreign exchange contracts | — | 309 | — | 309 |
| Interest rate contracts | — | 254 | — | 254 |
| Commodity contracts | — | 17 | 44 | 61 |
| Other contracts | — | 3 | — | 3 |
| — | 583 | 44 | 627 | |
| Financial liabilities | ||||
| Current derivative liabilities | ||||
| Foreign exchange contracts | — | (566) | — | (566) |
| Commodity contracts | (60) | (77) | (195) | (332) |
| (60) | (643) | (195) | (898) | |
| Long-term derivative liabilities | ||||
| Foreign exchange contracts | — | (1,116) | — | (1,116) |
| Interest rate contracts | — | (4) | — | (4) |
| Commodity contracts | — | (38) | (132) | (170) |
| — | (1,158) | (132) | (1,290) | |
| Total net financial asset/(liability) | ||||
| Foreign exchange contracts | — | (1,327) | — | (1,327) |
| Interest rate contracts | — | 910 | — | 910 |
| Commodity contracts | 5 | (8) | (136) | (139) |
| Other contracts | — | 10 | — | 10 |
| 5 | (415) | (136) | (546) | |
The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments were as follows:
| December 31, 2023 | Fair Value | Unobservable Input | Minimum Price | Maximum Price | Weighted Average Price | Unit of Measurement |
|---|---|---|---|---|---|---|
| (fair value in millions of Canadian dollars) | ||||||
| Natural gas | (6) | Forward gas price | 2.66 | 8.29 | 3.78 | $/mmbtu2 |
| Crude | (7) | Forward crude price | 69.01 | 92.76 | 80.35 | $/barrel |
| Power | (87) | Forward power price | 29.75 | 145.24 | 59.21 | $/MW/H |
| Natural gas | 14 | Forward gas price | 0.86 | 11.85 | 3.42 | $/mmbtu2 |
| Crude | (7) | Forward crude price | 64.51 | 98.11 | 82.85 | $/barrel |
| Power | (38) | Forward power price | 18.20 | 164.84 | 58.46 | $/MW/H |
| (131) | ||||||
1 Financial and physical forward commodity contracts are valued using a market approach valuation technique.
2 One million British thermal units (mmbtu).
If adjusted, the significant unobservable inputs disclosed in the table above would have a direct impact on the fair value of our Level 3 derivative instruments. The significant unobservable inputs used in the fair value measurement of Level 3 derivative instruments include forward commodity prices. Changes in forward commodity prices could result in significantly different fair values for our Level 3 derivatives.
Changes in the net fair value of derivative assets and liabilities classified as Level 3 in the fair value hierarchy were as follows:
| Year ended December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Level 3 net derivative liability at beginning of period | (136) | (108) |
| Total gain/(loss), unrealized | ||
| Included in earnings1 | (48) | 6 |
| Included in OCI | 67 | (54) |
| Settlements | (14) | 20 |
| Level 3 net derivative liability at end of year | (131) | (136) |
1 Reported 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 December 31, 2023 or 2022.
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 years ended December 31, 2023 and 2022, we recognized unrealized foreign exchange gains of $645 million and losses of $954 million, respectively, on the translation of US dollar-denominated debt, in OCI. No unrealized gains or losses on the change in fair value of our outstanding foreign exchange forward contracts were recognized in OCI during the years ended December 31, 2023 and 2022. No realized gains or losses associated with the settlement of foreign exchange forward contracts were recognized in OCI during the years ended December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022, we recognized a realized loss of $236 million and $21 million, 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 FVMA investments and are recorded at cost less impairment. The carrying value of FVMA investments totaled $173 million and $102 million as at December 31, 2023 and 2022, respectively.
We have wholly-owned captive insurance subsidiaries whose principal activity is providing insurance and reinsurance coverage for certain insurable property and casualty risk exposures of our operating subsidiaries and certain equity investments. As at December 31, 2023, the fair value of investments in equity funds and debt securities held by our captive insurance subsidiaries was $287 million and $284 million, respectively (2022 - $335 million and $298 million, respectively). Our investments in debt securities had a cost basis of $279 million as at December 31, 2023 (2022 - $295 million). These investments in equity funds and debt securities are recognized at fair value, classified as Level 1 and Level 2 in the fair value hierarchy, respectively, and are recorded in Other current assets and Long-term investments in the Consolidated Statements of Financial Position. There were unrealized holding gains of $34 million for the year ended December 31, 2023 (2022 - losses of $26 million).
As at December 31, 2023 and 2022, our long-term debt had a carrying value of $81.2 billion and $79.3 billion, respectively, before debt issuance costs and a fair value of $78.1 billion and $73.5 billion, respectively. We also have non-current notes receivable carried at book value and recorded in Deferred amounts and other assets in the Consolidated Statements of Financial Position. As at December 31, 2023 and 2022, the non-current notes receivable had a carrying value of $53 million and $752 million, respectively, which also approximates their fair value.
As at December 31, 2023 and 2022, we had investments with a fair value of $717 million and $593 million, respectively, included in Restricted long-term investments in the Consolidated Statements of Financial Position. These securities are classified as available-for-sale and represent restricted funds which are collected from customers and held in trust for the purpose of funding pipeline abandonment in accordance with the CER's regulatory requirements.
We had restricted long-term investments held in trust totaling $263 million and $236 million as at December 31, 2023 and 2022, respectively, which are classified as Level 1 in the fair value hierarchy. We also had restricted long-term investments held in trust totaling $454 million (cost basis - $486 million) and $357 million (cost basis - $437 million) as at December 31, 2023 and 2022, respectively, which are classified as Level 2 in the fair value hierarchy. There were unrealized holding gains of $51 million and losses $122 million on these investments for the years ended December 31, 2023 and 2022, respectively. Within Other long-term liabilities we had estimated future abandonment costs related to LMCI of $745 million and $610 million as at December 31, 2023 and 2022, respectively(Note 7).
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, long-term debt and non-current notes receivable described above approximate their carrying value due to the short period to maturity.
- INCOME TAXES
INCOME TAX RATE RECONCILIATION
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Earnings before income taxes | 7,879 | 4,542 | 7,729 |
| Canadian federal statutory income tax rate | 15% | 15% | 15% |
| Expected federal taxes at statutory rate | 1,182 | 681 | 1,159 |
| Increase/(decrease) resulting from: | |||
| Provincial and state income taxes1 | 411 | 108 | 228 |
| Foreign and other statutory rate differentials2 | 187 | 295 | 134 |
| Effects of rate-regulated accounting3 | (106) | (122) | (139) |
| Write-off of regulatory deferrals3,4 | 115 | — | — |
| Part VI.1 tax, net of federal Part I deduction3,5 | 66 | 76 | 73 |
| US Minimum Tax6 | 100 | 107 | — |
| Non-taxable portion of gain on sale of investment3,7 | — | — | (23) |
| Valuation allowance3 | (12) | 6 | 5 |
| Accounting impairment of non-deductible goodwill3,8 | — | 370 | — |
| Noncontrolling interests3,9 | 19 | 9 | (17) |
| Investment and production tax credits | (47) | — | — |
| Other3 | (94) | 74 | (5) |
| Income tax expense | 1,821 | 1,604 | 1,415 |
| Effective income tax rate | 23.1% | 35.3% | 18.3% |
1 The change in provincial and state income taxes from 2022 to 2023 reflects the decrease in earnings from Canadian operations and changes to the state tax apportionment partially offset by a reduction in earnings from US operations before considering the 2022 non-deductible goodwill impairment. Refer to Note 15 - Goodwill.
2 The change in foreign and other statutory rate differentials from 2022 to 2023 reflects the decrease in earnings from US operations before considering the 2022 non-deductible goodwill impairment. Refer to Note 15 - Goodwill.
3 The provincial and state tax component of these items is included in the Provincial and state income taxes above.
4 The amount in 2023 includes the federal tax impact of the de-recognition of rate regulated accounting for income tax relating to Southern Lights Canada and portions of the Canadian Mainline including Line 9 and L3R. Refer to Note 7 - Regulatory Matters.
5 Part VI.1 tax is a tax levied on preferred share dividends paid in Canada.
6 There was no US Minimum Tax in 2021 as a result of tax losses from bonus tax depreciation.
7 The amount in 2021 relates to the federal impact of the gain on sale of the investment in Noverco.
8 The amount in 2022 relates to the federal impact of the non-deductible goodwill impairment relating to the Gas Transmission reporting unit. Refer to Note 15 - Goodwill.
9 The amount includes the federal tax impact of impairment to Chapman Ranch in 2023 and Magic Valley in 2022 attributable to noncontrolling interests. Refer to Note 11 - Property, Plant and Equipment.
COMPONENTS OF PRETAX EARNINGS AND INCOME TAXES
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Earnings before income taxes | |||
| Canada | 2,233 | 583 | 3,399 |
| US | 4,620 | 2,865 | 3,336 |
| Other | 1,026 | 1,094 | 994 |
| 7,879 | 4,542 | 7,729 | |
| Current income taxes | |||
| Canada | 100 | 360 | 162 |
| US | 191 | 201 | 80 |
| Other | 110 | 86 | 82 |
| 401 | 647 | 324 | |
| Deferred income taxes | |||
| Canada | 456 | (358) | 344 |
| US | 974 | 1,309 | 741 |
| Other | (10) | 6 | 6 |
| 1,420 | 957 | 1,091 | |
| Income tax expense | 1,821 | 1,604 | 1,415 |
COMPONENTS OF DEFERRED INCOME TAXES
Deferred income tax assets and liabilities are recognized for the future tax consequences of differences between carrying amounts of assets and liabilities and their respective tax bases. Major components of deferred income tax assets and liabilities are as follows:
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Deferred income tax liabilities | ||
| Property, plant and equipment | (9,202) | (9,096) |
| Investments | (7,765) | (7,099) |
| Regulatory assets | (1,338) | (1,291) |
| Other | (52) | (46) |
| Total deferred income tax liabilities | (18,357) | (17,532) |
| Deferred income tax assets | ||
| Financial instruments | 271 | 456 |
| Loss carryforwards | 1,745 | 2,259 |
| Other | 1,798 | 1,723 |
| Total deferred income tax assets | 3,814 | 4,438 |
| Less valuation allowance | (147) | (215) |
| Total deferred income tax assets, net | 3,667 | 4,223 |
| Net deferred income tax liabilities | (14,690) | (13,309) |
| Presented as follows: | ||
| Total deferred income tax assets | 341 | 472 |
| Total deferred income tax liabilities | (15,031) | (13,781) |
| Net deferred income tax liabilities | (14,690) | (13,309) |
A valuation allowance has been established for certain loss and credit carryforwards, and outside basis temporary differences on investments that reduce deferred income tax assets to an amount that will more likely than not be realized.
As at December 31, 2023, we recognized the benefit of unused tax loss carryforwards of $1.3 billion (2022 - $2.1 billion) in Canada which expire in 2030 and beyond.
As at December 31, 2023, we recognized the benefit of unused tax loss carryforwards of $6.4 billion (2022 - $8.1 billion) in the US. Unused tax loss carryforwards of $0.1 billion (2022 - $0.2 billion) begin to expire in 2024, and unused tax loss carryforwards of $6.3 billion (2022 - $7.9 billion) have no expiration.
We have not provided for deferred income taxes on the difference between the carrying value of substantially all of our foreign subsidiaries and their corresponding tax basis as the earnings of those subsidiaries are intended to be permanently reinvested in their operations. As such, these investments are not anticipated to give rise to income taxes in the foreseeable future. The difference between the carrying values of the investments and their tax bases is largely a result of unremitted earnings and currency translation adjustments. The unremitted earnings and currency translation adjustment for which no deferred taxes have been recognized in respect of foreign subsidiaries were $6.6 billion and $8.0 billion for the periods ended December 31, 2023 and 2022, respectively. If such earnings are remitted, in the form of dividends or otherwise, we may be subject to income taxes and foreign withholding taxes. The determination of the amount of unrecognized deferred income tax liabilities applicable to such amounts is not practicable.
Enbridge and certain of our subsidiaries are subject to taxation in Canada, the US and other foreign jurisdictions. The material jurisdictions in which we are subject to potential examinations include the US (Federal) and Canada (Federal, Alberta and Québec). We are open to examination by Canadian tax authorities for the 2016 to 2023 tax years and by US tax authorities for the 2020 to 2023 tax years. We are currently under examination for income tax matters in Canada for the 2017 to 2020 tax years. We are not currently under examination for income tax matters in any other material jurisdiction where we are subject to income tax.
UNRECOGNIZED TAX BENEFITS
| Year ended December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Unrecognized tax benefits at beginning of year | 55 | 76 |
| Gross decreases for tax positions of prior year | (2) | (17) |
| Change in translation of foreign currency | (1) | 1 |
| Lapses of statute of limitations | (7) | (5) |
| Unrecognized tax benefits at end of year | 45 | 55 |
The unrecognized tax benefits as at December 31, 2023, if recognized, would impact our effective income tax rate. We do not anticipate further adjustments to the unrecognized tax benefits during the next 12 months that would have a material impact on our consolidated financial statements.
We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income taxes. Interest and penalties included in income taxes for both years ended December 31, 2023 and 2022 were a $1 million expense. As at December 31, 2023 and 2022, interest and penalties of $14 million and $13 million, respectively, have been accrued.
- PENSION AND OTHER POSTRETIREMENT BENEFITS
PENSION PLANS
We sponsor Canadian and US contributory and non-contributory registered defined benefit and defined contribution pension plans, which provide benefits covering substantially all employees. The Canadian pension plans provide defined benefit and defined contribution pension benefits to our Canadian employees. The US pension plans provide defined benefit pension benefits to our US employees. We also sponsor supplemental non-contributory defined benefit pension plans, which provide non-registered benefits for certain employees in Canada and the US.
Defined Benefit Pension Plan Benefits
Benefits payable from the defined benefit pension plans are based on each plan participant's years of service and final average remuneration. Some benefits are partially inflation-indexed after a plan participant’s retirement. Our contributions are made in accordance with independent actuarial valuations. Participant contributions to contributory defined benefit pension plans are based upon each plan participant's current eligible remuneration.
Defined Contribution Pension Plan Benefits
Our contributions are based on each plan participant's current eligible remuneration. Our contributions for some defined contribution pension plans are also based on age and years of service. Our defined contribution pension benefit costs are equal to the amount of contributions required to be made by us.
Benefit Obligations, Plan Assets and Funded Status
The following table details the changes in the projected benefit obligation, the fair value of plan assets and the recorded assets or liabilities for our defined benefit pension plans:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Change in projected benefit obligation | ||||
| Projected benefit obligation at beginning of year | 3,630 | 4,600 | 1,029 | 1,184 |
| Service cost | 81 | 131 | 40 | 43 |
| Interest cost | 184 | 127 | 47 | 24 |
| Participant contributions | 31 | 29 | — | — |
| Actuarial (gain)/loss1 | 359 | (1,069) | 31 | (201) |
| Benefits paid | (193) | (187) | (76) | (94) |
| Foreign currency exchange rate changes | — | — | (29) | 77 |
| Other | — | (1) | (6) | (4) |
| Projected benefit obligation at end of year2 | 4,092 | 3,630 | 1,036 | 1,029 |
| Change in plan assets | ||||
| Fair value of plan assets at beginning of year | 4,234 | 4,536 | 1,080 | 1,160 |
| Actual return/(loss) on plan assets | 427 | (235) | 78 | (64) |
| Employer contributions | 27 | 91 | 5 | 4 |
| Participant contributions | 31 | 29 | — | — |
| Benefits paid | (193) | (187) | (76) | (94) |
| Foreign currency exchange rate changes | — | — | (29) | 78 |
| Other | 2 | — | (6) | (4) |
| Fair value of plan assets at end of year3 | 4,528 | 4,234 | 1,052 | 1,080 |
| Overfunded status at end of year | 436 | 604 | 16 | 51 |
| Presented as follows: | ||||
| Deferred amounts and other assets | 636 | 764 | 116 | 141 |
| Other current liabilities | (8) | (9) | (5) | (5) |
| Other long-term liabilities | (192) | (151) | (95) | (85) |
| 436 | 604 | 16 | 51 | |
1 Primarily due to the decrease in the discount rate used to measure the defined benefit obligations (2022 - primarily due to increase in the discount rate used to measure the defined benefit obligations).
2 The accumulated benefit obligation for our Canadian pension plans was $3.8 billion and $3.4 billion as at December 31, 2023 and 2022, respectively. The accumulated benefit obligation for our US pension plans was $1.0 billion as at December 31, 2023 and 2022.
3 Assets in the amount of $14 million (2022 - $10 million) and $62 million (2022 - $58 million), related to our Canadian and US non-registered supplemental pension plan obligations, are held in grantor trusts and rabbi trusts that, in accordance with federal tax regulations, are not restricted from creditors. These assets are committed for the future settlement of benefit obligations included in the underfunded status as at the end of the year, however they are excluded from plan assets for accounting purposes.
Certain of our pension plans have accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the accumulated benefit obligation and fair value of plan assets were as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Accumulated benefit obligation | 394 | 360 | 99 | 89 |
| Fair value of plan assets | 243 | 218 | — | — |
Certain of our pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligation and fair value of plan assets were as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Projected benefit obligation | 416 | 377 | 99 | 90 |
| Fair value of plan assets | 243 | 218 | — | — |
Amount Recognized in Accumulated Other Comprehensive Income
The amount of pre-tax AOCI relating to our pension plans are as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Net actuarial (gain)/loss | 51 | (64) | 74 | 40 |
| Prior service cost | — | — | 1 | 1 |
| Total amount recognized in AOCI1 | 51 | (64) | 75 | 41 |
1 Excludes amounts related to CTA.
Net Periodic Benefit (Credit)/Cost and Other Amounts Recognized in Comprehensive Income
The components of net periodic benefit (credit)/cost and other amounts recognized in pre-tax Comprehensive income related to our pension plans are as follows:
| Canada · US | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, · 2023 · 2022 · 2021 · 2023 · 2022 · 2021 | ||||||||||||
| (millions of Canadian dollars) | ||||||||||||
| Service cost | 81 | 131 | 139 | 40 | 43 | 44 | ||||||
| Interest cost1 | 184 | 127 | 101 | 47 | 24 | 17 | ||||||
| Expected return on plan assets1 | (271) | (295) | (252) | (77) | (85) | (73) | ||||||
| Amortization/settlement of net actuarial (gain)/loss1 | — | 8 | 54 | (4) | — | 11 | ||||||
| Amortization/curtailment of prior service credit1 | — | — | — | — | (2) | — | ||||||
| Net periodic benefit (credit)/cost | (6) | (29) | 42 | 6 | (20) | (1) | ||||||
| Defined contribution benefit cost | 12 | 10 | 7 | — | — | — | ||||||
| Net pension (credit)/cost recognized in Earnings | 6 | (19) | 49 | 6 | (20) | (1) | ||||||
| Amount recognized in OCI: | ||||||||||||
| Amortization/settlement of net actuarial (gain)/loss | — | (2) | (25) | 4 | — | (11) | ||||||
| Amortization/curtailment of prior service credit | — | — | — | — | 2 | — | ||||||
| Net actuarial (gain)/loss arising during the year | 115 | (288) | (291) | 30 | (52) | (99) | ||||||
| Total amount recognized in OCI | 115 | (290) | (316) | 34 | (50) | (110) | ||||||
| Total amount recognized in Comprehensive income | 121 | (309) | (267) | 40 | (70) | (111) | ||||||
1 Reported within Other income/(expense) in the Consolidated Statements of Earnings.
Actuarial Assumptions
The weighted average assumptions made in the measurement of the projected benefit obligation and net periodic benefit cost of our pension plans are as follows:
| Canada | US | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |
| Projected benefit obligation | ||||||
| Discount rate | 4.6% | 5.1% | 3.2% | 4.7% | 4.9% | 2.6% |
| Rate of salary increase | 3.0% | 2.9% | 2.9% | 2.6% | 2.8% | 2.8% |
| Cash balance interest credit rate | N/A | N/A | N/A | 4.5% | 4.3% | 4.3% |
| Net periodic benefit cost | ||||||
| Discount rate | 5.3% | 3.2% | 2.6% | 4.9% | 2.6% | 2.2% |
| Rate of return on plan assets | 6.5% | 6.6% | 6.2% | 7.4% | 7.4% | 7.3% |
| Rate of salary increase | 2.9% | 2.9% | 2.3% | 2.8% | 2.8% | 2.7% |
| Cash balance interest credit rate | N/A | N/A | N/A | 4.3% | 4.3% | 4.3% |
OTHER POSTRETIREMENT BENEFIT PLANS
We sponsor funded and unfunded defined benefit OPEB Plans, which provide non-contributory supplemental health, dental, life and health spending account benefit coverage for certain qualifying retired employees.
Benefit Obligations, Plan Assets and Funded Status
The following table details the changes in the accumulated postretirement benefit obligation, the fair value of plan assets and the recorded assets or liabilities for our defined benefit OPEB plans:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Change in accumulated postretirement benefit obligation | ||||
| Accumulated postretirement benefit obligation at beginning of year | 211 | 274 | 136 | 173 |
| Service cost | 3 | 4 | 1 | 1 |
| Interest cost | 11 | 7 | 6 | 3 |
| Participant contributions | — | — | 5 | 6 |
| Actuarial (gain)/loss1 | 13 | (66) | 4 | (37) |
| Benefits paid | (10) | (8) | (20) | (21) |
| Foreign currency exchange rate changes | — | — | (3) | 11 |
| Accumulated postretirement benefit obligation at end of year | 228 | 211 | 129 | 136 |
| Change in plan assets | ||||
| Fair value of plan assets at beginning of year | — | — | 185 | 201 |
| Actual return/(loss) on plan assets | — | — | 14 | (21) |
| Employer contributions | 10 | 8 | 7 | 7 |
| Participant contributions | — | — | 5 | 6 |
| Benefits paid | (10) | (8) | (20) | (21) |
| Foreign currency exchange rate changes | — | — | (4) | 13 |
| Fair value of plan assets at end of year | — | — | 187 | 185 |
| Overfunded/(underfunded) status at end of year | (228) | (211) | 58 | 49 |
| Presented as follows: | ||||
| Deferred amounts and other assets | — | — | 73 | 75 |
| Other current liabilities | (12) | (12) | — | — |
| Other long-term liabilities | (216) | (199) | (15) | (26) |
| (228) | (211) | 58 | 49 | |
1 Primarily due to the decrease in the discount rate used to measure the defined benefit obligations (2022 - primarily due to increase in the discount rate used to measure the benefit obligations).
Certain of our OPEB plans have accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the accumulated benefit obligation and fair value of plan assets were as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Accumulated benefit obligation | 228 | 211 | 78 | 76 |
| Fair value of plan assets | — | — | 63 | 50 |
Amount Recognized in Accumulated Other Comprehensive Income
The amount of pre-tax AOCI relating to our OPEB plans are as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Net actuarial gain | (82) | (101) | (96) | (102) |
| Prior service credit | (1) | (1) | (22) | (30) |
| Total amount recognized in AOCI1 | (83) | (102) | (118) | (132) |
1 Excludes amounts related to CTA.
Net Periodic Benefit (Credit)/Cost and Other Amounts Recognized in Comprehensive Income
The components of net periodic benefit (credit)/cost and other amounts recognized in pre-tax Comprehensive income related to our OPEB plans are as follows:
| Canada | US | |||||
|---|---|---|---|---|---|---|
| Year ended December 31, | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 |
| (millions of Canadian dollars) | ||||||
| Service cost | 3 | 4 | 6 | 1 | 1 | 1 |
| Interest cost1 | 11 | 7 | 7 | 6 | 3 | 3 |
| Expected return on plan assets1 | — | — | — | (11) | (12) | (10) |
| Amortization/settlement of net actuarial gain1 | (6) | (1) | — | (6) | (6) | (1) |
| Amortization/curtailment of prior service credit1 | — | — | — | (8) | (7) | (7) |
| Net periodic benefit (credit)/cost recognized in Earnings | 8 | 10 | 13 | (18) | (21) | (14) |
| Amount recognized in OCI: | ||||||
| Amortization/settlement of net actuarial gain | 6 | 1 | — | 6 | 6 | 1 |
| Amortization/curtailment of prior service credit | — | — | — | 8 | 7 | 7 |
| Net actuarial (gain)/loss arising during the year | 13 | (67) | (50) | — | (4) | (80) |
| Total amount recognized in OCI | 19 | (66) | (50) | 14 | 9 | (72) |
| Total amount recognized in Comprehensive income | 27 | (56) | (37) | (4) | (12) | (86) |
1 Reported within Other income/(expense) in the Consolidated Statements of Earnings.
The weighted average assumptions made in the measurement of the accumulated postretirement benefit obligation and net periodic benefit cost of our OPEB plans are as follows:
| Canada | US | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |
| Accumulated postretirement benefit obligation | ||||||
| Discount rate | 4.6% | 5.3% | 3.2% | 4.7% | 4.9% | 2.4% |
| Net periodic benefit cost | ||||||
| Discount rate | 5.3% | 3.2% | 2.6% | 4.9% | 2.4% | 2.0% |
| Rate of return on plan assets | N/A | N/A | N/A | 5.9% | 6.0% | 6.0% |
Assumed Health Care Cost Trend Rates
The assumed rates for the next year used to measure the expected cost of benefits are as follows:
| Canada | US1 | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Health care cost trend rate assumed for next year | 4.0% | 4.0% | 4.7% | 4.7% |
| Rate to which the cost trend is assumed to decline (ultimate trend rate) | 4.0% | 4.0% | 3.3% | 3.3% |
| Year that the rate reaches the ultimate trend rate | N/A | N/A | 2022 - 2045 | 2021 - 2045 |
1 In addition, under the Enbridge Employee Services, Inc., Health Reimbursement Account Plan, health care costs will increase by 5.0% every three years.
PLAN ASSETS
We manage the investment risk of our pension funds by setting a long-term asset mix policy for each plan after consideration of: (i) the nature of pension plan liabilities; (ii) the investment horizon of the plan; (iii) the going concern and solvency funded status and cash flow requirements of the plan; (iv) our operating environment and financial situation and our ability to withstand fluctuations in pension contributions; and (v) the future economic and capital markets outlook with respect to investment returns, volatility of returns and correlation between assets.
The overall expected rate of return on plan assets is based on the asset allocation targets with estimates for returns based on long-term expectations.
The asset allocation targets and major categories of plan assets are as follows:
| Canada · US | ||||||
|---|---|---|---|---|---|---|
| Target · December 31, · Target · December 31, | ||||||
| Asset Category | Allocation | 2023 | 2022 | Allocation | 2023 | 2022 |
| Equity securities | 46.0% | 41.4% | 38.2% | 45.0% | 39.5% | 38.3% |
| Fixed income securities | 23.2% | 29.6% | 31.7% | 20.0% | 19.4% | 20.5% |
| Alternatives1 | 30.8% | 29.0% | 30.1% | 35.0% | 41.1% | 41.2% |
1 Alternatives include investments in private debt, private equity, infrastructure and real estate funds. Fund values are based on the net asset value of the funds that invest directly in the aforementioned underlying investments. The values of the investments have been estimated using the capital accounts representing the plan's ownership interest in the funds.
Pension Plans
The following table summarizes the fair value of plan assets for our pension plans recorded at each fair value hierarchy level:
| Canada | US | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 11 | Level 22 | Level 33 | Total | Level 11 | Level 22 | Level 33 | Total | |
| (millions of Canadian dollars) | ||||||||
| Cash and cash equivalents | 227 | — | — | 227 | 8 | — | — | 8 |
| Canada | — | 3 | — | 3 | — | — | — | — |
| Global | — | 1,871 | — | 1,871 | — | 416 | — | 416 |
| Government | — | 446 | — | 446 | — | 46 | — | 46 |
| Corporate | — | 667 | — | 667 | — | 149 | — | 149 |
| Alternatives5 | — | — | 1,290 | 1,290 | — | — | 433 | 433 |
| Forward currency contracts | — | 24 | — | 24 | — | — | — | — |
| Total pension plan assets at fair value | 227 | 3,011 | 1,290 | 4,528 | 8 | 611 | 433 | 1,052 |
| Cash and cash equivalents | 272 | — | — | 272 | 13 | — | — | 13 |
| Canada | — | 355 | — | 355 | — | — | — | — |
| Global | — | 1,263 | — | 1,263 | — | 414 | — | 414 |
| Government | 201 | 435 | — | 636 | — | 87 | — | 87 |
| Corporate | — | 433 | — | 433 | — | 121 | — | 121 |
| Alternatives5 | — | — | 1,291 | 1,291 | — | — | 445 | 445 |
| Forward currency contracts | — | (16) | — | (16) | — | — | — | — |
| Total pension plan assets at fair value | 473 | 2,470 | 1,291 | 4,234 | 13 | 622 | 445 | 1,080 |
1 Level 1 assets include assets with quoted prices in active markets for identical assets.
2 Level 2 assets include assets with significant observable inputs.
3 Level 3 assets include assets with significant unobservable inputs.
4 Pension plan assets include $61 million (2022 - $32 million) of equity and fixed income securities investments held with related parties.
5 Alternatives include investments in private debt, private equity, infrastructure and real estate funds.
Changes in the net fair value of pension plan assets classified as Level 3 in the fair value hierarchy were as follows:
| Canada | US | |||
|---|---|---|---|---|
| December 31, | 2023 | 2022 | 2023 | 2022 |
| (millions of Canadian dollars) | ||||
| Balance at beginning of year | 1,291 | 1,064 | 445 | 337 |
| Unrealized and realized gains/(losses) | (41) | 155 | (12) | 78 |
| Purchases and settlements, net | 40 | 72 | — | 30 |
| Balance at end of year | 1,290 | 1,291 | 433 | 445 |
OPEB Plans
The following table summarizes the fair value of plan assets for our US funded OPEB plans recorded at each fair value hierarchy level:
| Level 11 | Level 22 | Level 33 | Total | |
|---|---|---|---|---|
| (millions of Canadian dollars) | ||||
| Cash and cash equivalents | 3 | — | — | 3 |
| Equity securities | ||||
| US | — | 36 | — | 36 |
| Global | — | 62 | — | 62 |
| Fixed income securities | ||||
| Government | 42 | 3 | — | 45 |
| Corporate | — | 12 | — | 12 |
| Alternatives4 | — | — | 29 | 29 |
| Total OPEB plan assets at fair value | 45 | 113 | 29 | 187 |
| Cash and cash equivalents | 2 | — | — | 2 |
| Equity securities | ||||
| US | — | 34 | — | 34 |
| Global | — | 62 | — | 62 |
| Fixed income securities | ||||
| Government | 46 | 5 | — | 51 |
| Corporate | — | 8 | — | 8 |
| Alternatives4 | — | — | 28 | 28 |
| Total OPEB plan assets at fair value | 48 | 109 | 28 | 185 |
1 Level 1 assets include assets with quoted prices in active markets for identical assets.
2 Level 2 assets include assets with significant observable inputs.
3 Level 3 assets include assets with significant unobservable inputs.
4 Alternatives includes investments in private debt, private equity, infrastructure and real estate.
Changes in the net fair value of US funded OPEB plan assets classified as Level 3 in the fair value hierarchy were as follows:
| December 31, | 2023 | 2022 |
|---|---|---|
| (millions of Canadian dollars) | ||
| Balance at beginning of year | 28 | 22 |
| Unrealized and realized gains | 1 | 4 |
| Purchases and settlements, net | — | 2 |
| Balance at end of year | 29 | 28 |
EXPECTED BENEFIT PAYMENTS
| Year ending December 31, | 2024 | 2025 | 2026 | 2027 | 2028 | 2029-2033 | |||
|---|---|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||||
| Pension | |||||||||
| Canada | 207 | 213 | 219 | 224 | 230 | 1,234 | |||
| US | 87 | 87 | 87 | 86 | 81 | 393 | |||
| OPEB | |||||||||
| Canada | 13 | 13 | 13 | 13 | 13 | 70 | |||
| US | 16 | 15 | 14 | 13 | 12 | 49 | |||
EXPECTED EMPLOYER CONTRIBUTIONS
In 2024, we expect to contribute approximately $18 million and $5 million to the Canadian and US pension plans, respectively, and $13 million and $6 million to the Canadian and US OPEB plans, respectively.
RETIREMENT SAVINGS PLANS
In addition to the pension and OPEB plans discussed above, we also have defined contribution employee savings plans available to US employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6.0% of eligible pay per pay period. For the year ended December 31, 2023, pre-tax employer matching contribution costs were $33 million ($30 million in 2022 and $27 million in 2021).
- LEASES
LESSEE
We incur operating lease expenses related primarily to real estate, pipelines, storage and equipment. Our operating leases have remaining lease terms of 1 month to 35 years as at December 31, 2023.
For the years ended December 31, 2023, 2022 and 2021, we incurred operating lease expenses of $131 million, $118 million and $95 million, respectively. Operating lease expenses are reported under Operating and administrative expense in the Consolidated Statements of Earnings.
For the years ended December 31, 2023, 2022 and 2021, operating lease payments to settle lease liabilities were $129 million, $123 million and $118 million, respectively. Operating lease payments are reported under Operating activities in the Consolidated Statements of Cash Flows.
Supplemental Statements of Financial Position Information
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| (millions of Canadian dollars, except lease term and discount rate) | ||
| Operating lease right-of-use assets, net2 | 669 | 680 |
| Operating lease liabilities - current3 | 98 | 87 |
| Operating lease liabilities - long-term3 | 652 | 677 |
| Total operating lease liabilities | 750 | 764 |
| Finance leases | ||
| Finance lease right-of-use assets, net4 | 287 | 62 |
| Finance lease liabilities - current5 | 19 | 17 |
| Finance lease liabilities - long-term5 | 264 | 39 |
| Total finance lease liabilities | 283 | 56 |
| Weighted average remaining lease term | ||
| Operating leases | 12 years | 12 years |
| Finance leases | 31 years | 5 years |
| Weighted average discount rate | ||
| Operating leases | 4.5% | 4.2% |
| Finance leases | 5.7% | 4.4% |
1 Affiliate ROU assets, current lease liabilities and long-term lease liabilities as at December 31, 2023 were $42 million (December 31, 2022 - $47 million), $5 million (December 31, 2022 - $5 million) and $38 million (December 31, 2022 - $43 million), respectively.
2 Operating lease ROU assets are reported under Deferred amounts and other assets in the Consolidated Statements of Financial Position.
3 Current operating lease liabilities and long-term operating lease liabilities are reported under Other current liabilities and Other long-term liabilities, respectively, in the Consolidated Statements of Financial Position.
4 Finance lease ROU assets are reported under Property, plant and equipment, net in the Consolidated Statements of Financial Position.
5 Current finance lease liabilities and long-term finance lease liabilities are reported under Current portion of long-term debt and Long-term debt in the Consolidated Statements of Financial Position.
As at December 31, 2023, our operating and finance lease liabilities are expected to mature as follows:
| Operating leases · Finance leases | ||
|---|---|---|
| (millions of Canadian dollars) | ||
| 2024 | 130 | 31 |
| 2025 | 120 | 25 |
| 2026 | 106 | 25 |
| 2027 | 96 | 18 |
| 2028 | 75 | 18 |
| Thereafter | 459 | 502 |
| Total undiscounted lease payments | 986 | 619 |
| Less imputed interest | (236) | (336) |
| Total | 750 | 283 |
LESSOR
We receive revenues from operating leases primarily related to natural gas and crude oil storage and processing facilities, rail cars, and wind power generation assets. Our operating leases have remaining lease terms of 3 month to 28 years as at December 31, 2023.
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Operating lease income | 241 | 266 | 263 |
| Variable lease income | 299 | 321 | 333 |
| Total lease income1 | 540 | 587 | 596 |
1 Lease income is recorded under Transportation and other services in the Consolidated Statements of Earnings.
As at December 31, 2023, our future lease payments to be received under operating lease contracts where we are the lessor are as follows:
| Operating leases | |
|---|---|
| (millions of Canadian dollars) | |
| 2024 | 225 |
| 2025 | 206 |
| 2026 | 201 |
| 2027 | 199 |
| 2028 | 201 |
| Thereafter | 1,612 |
| Future lease payments | 2,644 |
- OTHER INCOME/(EXPENSE)
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Gain/(loss) on dispositions | 15 | (12) | 319 |
| Realized foreign currency gain/(loss) | (129) | 92 | 126 |
| Unrealized foreign currency gain/(loss) | 821 | (1,094) | 160 |
| Net defined pension and OPEB credit | 135 | 239 | 150 |
| Other | 382 | 186 | 224 |
| 1,224 | (589) | 979 | |
- CHANGES IN OPERATING ASSETS AND LIABILITIES
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Trade receivables and unbilled revenues | 1,125 | (572) | (1,030) |
| Other current assets | 1,278 | (395) | (198) |
| Accounts receivable from affiliates | 18 | 17 | (38) |
| Inventory | 763 | (599) | (118) |
| Deferred amounts and other assets | 23 | 1 | (195) |
| Trade payables and accrued liabilities | (1,542) | 585 | 652 |
| Other current liabilities | 339 | 515 | (565) |
| Accounts payable to affiliates | (66) | 16 | 52 |
| Interest payable | 199 | 58 | 43 |
| Other long-term liabilities | 174 | 362 | (69) |
| 2,311 | (12) | (1,466) | |
- RELATED PARTY TRANSACTIONS
Related party transactions are conducted in the normal course of business and, unless otherwise noted, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
We provide transportation services to several significantly influenced investees which we record as transportation and other services revenue. We also purchase and sell natural gas and crude oil with several of our significantly influenced investees. These revenues and costs are recorded as commodity sales and commodity costs. We contract for firm transportation services to meet our annual natural gas supply requirements which we record as gas distribution costs.
Our transactions with significantly influenced investees are as follows:
| Year ended December 31, | 2023 | 2022 | 2021 |
|---|---|---|---|
| (millions of Canadian dollars) | |||
| Transportation and other revenues | 169 | 185 | 237 |
| Commodity sales | — | 51 | 20 |
| Operating and administrative1 | 625 | 503 | 380 |
| Commodity costs2 | 63 | 778 | 790 |
| Gas distribution costs | 140 | 136 | 131 |
1 During the years ended December 31, 2023, 2022 and 2021, we had Operating and administrative costs from the Seaway Crude Pipeline System of $632 million, $495 million and $389 million, respectively. These costs are a result of an operational contract where we utilize capacity on Seaway Crude Pipeline System assets for use in our Liquids Pipelines business.
2 During the years ended December 31, 2023, 2022 and 2021, we had Commodity costs from Aux Sable Canada LP of $2 million, $571 million and $447 million, respectively.
LONG-TERM NOTES RECEIVABLE FROM AFFILIATES
As at December 31, 2023, amounts receivable from affiliates include a series of notes totaling $54 million (2022 - $752 million). This change in balance is primarily due to notes receivable from ERII which, beginning November 2023, eliminated upon consolidation. Refer to the Other Equity Investment Transactions section of Note 13 - Long-Term Investments for further details on the Offshore Wind Facilities transaction. The remaining loans which require quarterly or semi-annual interest payments at annual interest rates ranging from 4% to 8%. Interest income recognized from these notes totaled $21 million, $30 million and $39 million for the years ended December 31, 2023, 2022 and 2021, respectively. The amounts receivable from affiliates are included in Deferred amounts and other assets in the Consolidated Statements of Financial position.
- COMMITMENTS AND CONTINGENCIES
COMMITMENTS
As at December 31, 2023, we have commitments as detailed below:
| Total | Lessthan1 year | 2 years | 3 years | 4 years | 5 years | Thereafter | |
|---|---|---|---|---|---|---|---|
| (millions of Canadian dollars) | |||||||
| Purchase of services, pipe and other materials, including transportation1 | 11,018 | 4,193 | 1,421 | 1,206 | 1,039 | 996 | 2,163 |
| Maintenance agreements2 | 473 | 51 | 52 | 52 | 53 | 34 | 231 |
| Right-of-ways commitments3 | 1,328 | 44 | 45 | 45 | 45 | 45 | 1,104 |
| Total | 12,819 | 4,288 | 1,518 | 1,303 | 1,137 | 1,075 | 3,498 |
1 Includes capital and operating commitments. Consists primarily of firm capacity payments that provide us with uninterrupted firm access to natural gas and crude oil transportation and storage contracts; contractual obligations to purchase physical quantities of natural gas; and power commitments.
2 Consists primarily of maintenance service contracts for our wind and solar assets.
3 Our right-of-way obligations primarily consist of non-lease agreements that existed at the time of adopting Topic 842 Leases, at which time we elected a practical expedient that allowed us to continue our historical treatment.
ENVIRONMENTAL
We are subject to various Canadian and US federal, provincial/state and local laws relating to the protection of the environment. These laws and regulations can change from time to time, imposing new obligations on us.
Environmental risk is inherent to liquid hydrocarbon and natural gas pipeline operations, and Enbridge and its affiliates are, at times, subject to environmental remediation obligations at various sites where we operate. We manage this environmental risk through appropriate environmental policies, programs and practices to minimize any impact our operations may have on the environment. To the extent that we are unable to recover payment for environmental liabilities from insurance or other potentially responsible parties, we will be responsible for payment of costs arising from environmental incidents associated with our operating activities.
AUX SABLE
The previously reported claim filed against Aux Sable by a counterparty to an NGL supply agreement was settled and discontinued during the fourth quarter of 2023. A provision was recognized for this claim in the third quarter of 2023.
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.
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 require 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 maintenance adequate insurance in the future at rates or on other terms we consider commercially reasonable. In such case, we may decide to self-insure additional risks.
In the unlikely event multiple insurable incidents occur which exceed coverage limits within the same insurance period, the total insurance coverage will be allocated among entities on an equitable basis based on an insurance allocation agreement we have entered into with us and other subsidiaries.
- GUARANTEES
In the normal course of conducting business, we may enter into agreements which indemnify third parties and affiliates. We may also be a party to agreements with subsidiaries, jointly owned entities, unconsolidated entities such as equity method investees, or entities with other ownership arrangements that require us to provide financial and performance guarantees. Financial guarantees include stand-by letters of credit, debt guarantees, surety bonds and indemnifications. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included in our Consolidated Statements of Financial Position. Performance guarantees require us to make payments to a third party if the guaranteed entity does not perform on its contractual obligations, such as debt agreements, purchase or sale agreements, and construction contracts and leases.
We typically enter into these arrangements to facilitate commercial transactions with third parties. Examples include indemnifying counterparties pursuant to sale agreements for assets or businesses in matters such as breaches of representations, warranties or covenants, loss or damages to property, environmental liabilities, and litigation and contingent liabilities. We may indemnify third parties for certain liabilities relating to environmental matters arising from operations prior to the purchase or transfer of certain assets and interests. Similarly, we may indemnify the purchaser of assets for certain tax liabilities incurred while we owned the assets, a misrepresentation related to taxes that result in a loss to the purchaser or other certain tax liabilities related to those assets.
The likelihood of having to perform under these guarantees and indemnifications is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events. We cannot reasonably estimate the total maximum potential amounts that could become payable to third parties and affiliates under such agreements described above; however, historically, we have not made any significant payments under guarantee or indemnification provisions. While these agreements may specify a maximum potential exposure, or a specified duration to the guarantee or indemnification obligation, there are circumstances where the amount and duration are unlimited. As at December 31, 2023, guarantees and indemnifications have not had, and are not reasonably likely to have, a material effect on our financial condition, changes in financial condition, earnings, liquidity, capital expenditures or capital resources.
- QUARTERLY FINANCIAL DATA (UNAUDITED)
| Q1 | Q2 | Q3 | Q4 | Total | |
|---|---|---|---|---|---|
| (unaudited; millions of Canadian dollars, except per share amounts) | |||||
| Operating revenues | 12,075 | 10,432 | 9,844 | 11,298 | 43,649 |
| Operating income | 2,662 | 2,350 | 1,794 | 1,845 | 8,651 |
| Earnings | 1,866 | 2,001 | 623 | 1,568 | 6,058 |
| Earnings attributable to controlling interests | 1,817 | 1,935 | 621 | 1,818 | 6,191 |
| Earnings attributable to common shareholders | 1,733 | 1,848 | 532 | 1,726 | 5,839 |
| Earnings per common share | |||||
| Basic | 0.86 | 0.91 | 0.26 | 0.81 | 2.84 |
| Diluted | 0.85 | 0.91 | 0.26 | 0.81 | 2.84 |
| Operating revenues | 15,097 | 13,215 | 11,573 | 13,424 | 53,309 |
| Operating income/(loss) | 2,420 | 1,520 | 1,778 | (540) | 5,178 |
| Earnings/(loss) | 2,057 | 607 | 1,383 | (1,109) | 2,938 |
| Earnings/(loss) attributable to controlling interests | 2,029 | 595 | 1,362 | (983) | 3,003 |
| Earnings/(loss) attributable to common shareholders | 1,927 | 450 | 1,279 | (1,067) | 2,589 |
| Earnings/(loss) per common share | |||||
| Basic | 0.95 | 0.22 | 0.63 | (0.53) | 1.28 |
| Diluted | 0.95 | 0.22 | 0.63 | (0.53) | 1.28 |
- SUBSEQUENT EVENT
Acquisition of RNG Facilities
On January 2, 2024, through a wholly-owned US subsidiary, we acquired the first six Morrow Renewables operating landfill gas-to-RNG production facilities located in Texas and Arkansas for total consideration of $1.4 billion (US$1.1 billion), of which $0.5 billion (US$0.4 billion) was paid at close and $0.9 billion (US$0.7 billion) is payable withintwo years (the RNG Facilities Acquisition). The total consideration for allseven facilities is $1.6 billion (US$1.2 billion). The acquired assets align with and advance our low-carbon strategy.
We will account for the RNG Facilities Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. The acquired assets and assumed liabilities will be recorded at their estimated fair values as at the date of acquisition, with any remaining amount allocated to goodwill. Due to the proximity of the acquisition date to the release date of our annual consolidated financial statements, we have not performed our initial accounting for the RNG Facilities Acquisition. The preliminary purchase price allocation will be disclosed in the first quarter of 2024 after asset and liability valuations become available.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.