Skip to main content

ENBRIDGE INC

For the period ended Sep 30, 2024. Filed Nov 1, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 1, 2024

ENB$46.89-2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-02.

0000895728-24-000020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-01.

0000895728-24-000028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 287 previous paragraphs and 292 current paragraphs.

145 unchanged; 80 reworded; 64 added; 46 removed; 16 previous and 3 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (64)

Current report

On September 5, 2023, Enbridge Inc. (Enbridge) entered into three separate definitive agreements with Dominion Energy, Inc. to acquire The East Ohio Gas Company (EOG), Questar Gas Company (Questar) and its related Wexpro companies (Wexpro), and Public Service Company of North Carolina, Incorporated (PSNC) (together, the Acquisitions). The Acquisitions further diversify, and are complementary to, our existing gas distribution operations.

Current report

On September 30, 2024, through a wholly-owned US subsidiary, we acquired PSNC for cash consideration of $2.7 billion (US$2.0 billion) (the PSNC Acquisition). PSNC is a public utility primarily engaged in the purchase, sale, transportation and distribution of natural gas to residential, commercial and industrial customers in North Carolina. PSNC operates under rates approved by the North Carolina Utilities Commission. Going forward, PSNC will conduct business as Enbridge Gas North Carolina.

Current report

In August 2024, we closed a three-tranche offering consisting of 5.5-year medium-term notes, 10-year medium-term notes, and 30-year medium-term notes for an aggregate principal of $1.8 billion, which mature in February 2030, August 2034, and August 2054, respectively.

Current report

•a non-cash, net unrealized derivative fair value gain of $112 million ($92 million after-tax) in 2024, compared with a net unrealized loss of $782 million ($591 million after-tax) in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange, interest rate and commodity price risks;

Current report

•the absence in 2024 of a provision adjustment of $124 million ($95 million after-tax) related to a litigation matter;

Current report

•a deferred tax recovery of $59 million in 2024 due to change in state apportionment as a result of the Acquisitions; and

Current report

•a non-cash, net unrealized gain of $14 million ($13 million after-tax) in 2024, compared with a net loss of $8 million ($7 million after-tax) in 2023, reflecting changes in the fair value of investments held by our captive insurance subsidiaries; partially offset by

Current report

•higher depreciation and amortization expense mainly driven by the Acquisitions completed in 2024; and

Current report

•a deferred tax recovery of $141 million in 2024 due to change in state apportionment as a result of the Acquisitions;

Current report

•the absence in 2024 of a provision adjustment of $124 million ($95 million after-tax) related to a litigation matter; and

Current report

•a non-cash unrealized net gain of $35 million ($32 million after-tax) in 2024, compared with a net gain of $14 million ($12 million after-tax) in 2023, reflecting changes in the fair value of investments held by our captive insurance subsidiaries; partially offset by

Current report

After taking into consideration the factors above, the remaining $44 million increase is primarily explained by the following significant business factors:

Current report

•higher Mainline System tolls effective July 1, 2024 as a result of annual escalators;

Current report

•lower Mainline System throughput in the third quarter of 2024 as compared to the same period in 2023; and

Current report

•lower contributions from Regional Oil Sands System primarily due to lower throughput.

Current report

EBITDA was positively impacted by $46 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Current report

After taking into consideration the factors above, the remaining $189 million increase is primarily explained by the following significant business factors:

Current report

•higher contributions from the Express-Platte System due primarily to longer haul volumes;

Current report

•higher contributions from the Bakken System due to higher volumes; partially offset by

Current report

EBITDA was positively impacted by $111 million due to certain infrequent or other non-operating factors, primarily explained by:

Current report

•the absence in 2024 of a provision adjustment of $124 million related to a litigation matter; partially offset by

Current report

The remaining $62 million increase is primarily explained by the following significant business factors:

Current report

EBITDA was positively impacted by $1,090 million due to certain infrequent or other non-operating factors, primarily explained by:

Current report

•the absence in 2024 of a provision adjustment of $124 million related to a litigation matter; partially offset by

Current report

•a loss of $29 million as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV.

Current report

The remaining $196 million increase is primarily explained by the following significant business factors:

Current report

EBITDA was positively impacted by $251 million primarily due to the following significant business factors:

Current report

•full-quarter contributions from Enbridge Gas Ohio and Enbridge Gas Utah; and

Current report

•higher distribution charges resulting from increases in rates and customer base, and higher demand in the contract market at Enbridge Gas Ontario.

Current report

EBITDA was positively impacted by $500 million primarily due to the following significant business factors:

Current report

•contributions from Enbridge Gas Ohio and Enbridge Gas Utah since their acquisitions in 2024; and

Current report

•higher distribution charges resulting from increases in rates and customer base, and higher demand in the contract market at Enbridge Gas Ontario; partially offset by

Current report

EBITDA was positively impacted by $105 million due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net unrealized gain of $28 million in 2024, compared with a net unrealized loss of $83 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks.

Current report

The remaining $33 million decrease is primarily explained by:

Current report

•the absence in 2024 of fees earned on certain wind and solar development contracts; partially offset by

Current report

EBITDA was positively impacted by $80 million due to certain infrequent or other non-operating factors, primarily explained by:

Current report

•a non-cash, net unrealized loss of $8 million in 2024, compared with a net unrealized loss of $79 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks; and

Current report

The remaining $122 million increase is primarily explained by the following significant business factors:

Current report

•the absence in 2024 of fees earned on certain wind and solar development contracts.

Showing the first 40 of 64 passages. Open the source sections for the rest.

Removed paragraphs (46)

Previous report

On May 15, 2024, we filed prospectus supplements in Canada and the US to establish an at-the-market equity issuance program (the ATM Program) that allowed us to issue and sell, at our discretion, up to $2.75 billion (or the US dollar equivalent) of our common shares from treasury to the public from time to time at the market prices prevailing at the time of sale through the Toronto Stock Exchange, the New York Stock Exchange or any other marketplace in Canada or the US where the common shares may be traded.

Previous report

During the period from May 15, 2024 to June 30, 2024, 51,298,629 common shares were issued and sold under the ATM Program at average prices of CAD$48.72 and US$35.77 per common share for aggregate gross proceeds of $2.50 billion ($2.48 billion, net of aggregate commissions paid of $16.3 million and other issuance costs). On August 1, 2024, we terminated the ATM Program. Net proceeds from sales of common shares under the ATM Program were used to partially fund the acquisition of Questar Gas Company (Questar) and its related Wexpro companies (Wexpro) and will be used to fund a portion of the purchase price for the acquisition of Public Service Company of North Carolina, Incorporated (PSNC) and any adjustments thereto and to pay related fees and expenses.

Previous report

On September 5, 2023, Enbridge entered into three separate definitive agreements with Dominion Energy, Inc. to acquire The East Ohio Gas Company (EOG), Questar and Wexpro, and PSNC 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 (the Acquisitions).

Previous report

We continue to expect that our acquisition of PSNC will close in 2024, subject to the satisfaction of customary closing conditions, including the receipt of required US federal and state regulatory approvals.

Previous report

In June 2024, Standard & Poor's Global revised Enbridge's and Enbridge Energy Partners, L.P.'s (EEP) outlooks from negative to stable.

Previous report

On June 28, 2024, Morningstar DBRS (DBRS) upgraded Enbridge's credit ratings for our senior unsecured debt ratings to A (low) from BBB (high). DBRS also updated the credit rating of EEP to A (low) with a stable trend.

Previous report

•a loss of $25 million ($19 million after-tax) as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV; and

Previous report

Earnings attributable to common shareholders were negatively impacted by $409 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Previous report

•a non-cash, net unrealized derivative fair value loss of $885 million ($678 million after-tax) in 2024, compared with a net unrealized gain of $1.1 billion ($868 million after-tax) in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange, interest rate and commodity price risks;

Previous report

•a loss of $25 million ($19 million after-tax) as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV; partially offset by

Previous report

•higher contributions from our Liquids Pipelines segment due to higher volumes on the Flanagan South Pipeline, from the Enbridge Ingleside Energy Center (EIEC), and certain Feeder pipelines, greater long-haul deliveries from the Express-Platte System, and discontinuation of rate-regulated accounting of Southern Lights Pipeline as at December 31, 2023;

Previous report

•negative impact on earnings due to warmer than normal weather in Enbridge Gas Ontario of our Gas Distribution and Storage segment; and

Previous report

After taking into consideration the factors above, the remaining $27 million increase is primarily explained by the following significant business factors:

Previous report

•higher contributions from certain Feeder pipelines due to higher volumes including Southern Access Extension (SAX) and Toledo pipelines;

Previous report

•higher contributions from the Express-Platte System due primarily to greater long-haul deliveries; partially offset by

Previous report

EBITDA was negatively impacted by $71 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Previous report

After taking into consideration the factors above, the remaining $145 million increase is primarily explained by the following significant business factors:

Previous report

•higher contributions from the Express-Platte System due primarily to greater long-haul deliveries;

Previous report

•higher contributions from certain Feeder pipelines due to higher volumes including SAX and Toledo pipelines; and

Previous report

EBITDA was positively impacted by $1,004 million due to certain infrequent or other non-operating factors, primarily explained by:

Previous report

•a loss of $25 million as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV.

Previous report

The remaining $49 million increase is primarily explained by the following significant business factors:

Previous report

EBITDA was positively impacted by $979 million due to certain infrequent or other non-operating factors, primarily explained by:

Previous report

•a loss of $25 million as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV; and

Previous report

•a non-cash, net unrealized loss of $17 million in 2024 reflecting changes in the mark-to-market value of derivative financial instruments used to manage commodity price risks.

Previous report

The remaining $134 million increase is primarily explained by the following significant business factors:

Previous report

EBITDA was positively impacted by $200 million primarily due to the following significant business factors:

Previous report

•contributions from the EOG Acquisition and the Questar Acquisition in 2024; and

Previous report

•higher distribution charges resulting from increases in rates and customer base; partially offset by

Previous report

EBITDA was positively impacted by $249 million primarily due to the following significant business factors:

Previous report

•contributions from the EOG Acquisition and the Questar Acquisition in 2024; and

Previous report

•higher distribution charges resulting from increases in rates and customer base; partially offset by

Previous report

EBITDA was negatively impacted by $6 million due to certain infrequent or other non-operating factors, primarily explained by:

Previous report

•a non-cash, net unrealized loss of $25 million in 2024, compared with a net unrealized gain of $2 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks; partially offset by

Previous report

EBITDA was negatively impacted by $25 million due to certain infrequent or other non-operating factors, primarily explained by:

Previous report

•a non-cash, net unrealized loss of $36 million in 2024, compared with a net unrealized gain of $4 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks; partially offset by

Previous report

The remaining $155 million increase is primarily explained by the following significant business factors:

Previous report

After taking into consideration the non-operating factors above, the remaining $36 million increase is primarily explained by higher investment income primarily from the pre-funding of the Acquisitions.

Showing the first 40 of 46 passages. Open the source sections for the rest.

Reworded paragraphs (80)

Previous wording

On May 31, 2024, through a wholly-owned US subsidiary, we acquired all of the membership interests of Fall West Holdco LLC which owns 100% of Questar and Wexpro for cash consideration of $4.1 billion (US$3.0 billion) (the Questar Acquisition). Questar is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Utah, southwestern Wyoming and southeastern Idaho. The Public Utilities Commissions of Utah, Wyoming and Idaho have granted Questar the necessary regulatory approvals to serve these areas. Wexpro develops and produces cost-of-service gas reserves for Questar and operates under agreements with the states of Utah and Wyoming. The Questar Acquisition further diversifies, and is complementary to, our existing gas distribution operations in the US. Going forward, Questar will conduct business as Enbridge Gas Utah, Enbridge Gas Wyoming and Enbridge Gas Idaho in those respective states.

Current wording

On May 31, 2024, through a wholly-owned US subsidiary, we acquired Questar and Wexpro for cash consideration of $4.1 billion (US$3.0 billion) (the Questar Acquisition). Questar is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Utah, southwestern Wyoming and southeastern Idaho. The Public Utilities Commissions of Utah, Wyoming and Idaho have granted Questar the necessary regulatory approvals to serve these areas. Wexpro develops and produces cost-of-service gas reserves for Questar and operates under agreements with the states of Utah and Wyoming. Questar conducts business as Enbridge Gas Utah, Enbridge Gas Wyoming and Enbridge Gas Idaho in those respective states.

Previous wording

On March 6, 2024, through a wholly-owned US subsidiary, we acquired all of the outstanding shares of capital stock of EOG for cash consideration of $5.8 billion (US$4.3 billion) (the EOG Acquisition). EOG is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Ohio and is regulated by the Public Utilities Commission of Ohio. The EOG Acquisition is complementary to our other operations in Ohio. EOG conducts business as Enbridge Gas Ohio.

Current wording

On March 6, 2024, through a wholly-owned US subsidiary, we acquired EOG for cash consideration of $5.8 billion (US$4.3 billion) (the EOG Acquisition). EOG is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Ohio and is regulated by the Public Utilities Commission of Ohio. EOG conducts business as Enbridge Gas Ohio.

Previous wording

On May 29, 2024, through a wholly-owned US subsidiary, we formed a joint venture (the Whistler Parent JV) with WhiteWater/I Squared Capital (WhiteWater/I Squared) and MPLX LP (MPLX) that will develop, construct, own and operate natural gas pipeline and storage assets connecting Permian Basin natural gas supply to growing liquefied natural gas (LNG) and other US Gulf Coast demand.

Current wording

On May 29, 2024, through a wholly-owned US subsidiary, we formed a joint venture (the Whistler Parent JV) with WhiteWater/I Squared Capital (WhiteWater/I Squared) and MPLX LP (MPLX) that will develop, construct, own and operate natural gas pipeline and storage assets connecting Permian Basin natural gas supply to growing liquefied natural gas (LNG) and other US Gulf Coast demand.The Whistler Parent JV is owned by WhiteWater/I Squared (50.6%), MPLX (30.4%) and Enbridge (19.0%) and owns the following assets:

Previous wording

•100% interest in the Whistler pipeline, a 450-mile intrastate pipeline transporting natural gas from the Waha Header in the Permian Basin to Agua Dulce, Texas;

Current wording

•a 100% interest in the Whistler Pipeline, a 450-mile intrastate pipeline transporting natural gas from the Waha Header in the Permian Basin to Agua Dulce, Texas;

Previous wording

•100% interest in the Rio Bravo Pipeline project, two new parallel 137-mile pipelines transporting natural gas from the Agua Dulce supply area to NextDecade's Rio Grande LNG project in Brownsville, Texas;

Current wording

•a 100% interest in the Rio Bravo Pipeline project, two new parallel 137-mile pipelines transporting natural gas from the Agua Dulce supply area to NextDecade's Rio Grande LNG project in Brownsville, Texas;

Previous wording

•70% interest in the ADCC pipeline, a new 40-mile pipeline which was placed into service in July 2024, and is designed to transport 1.7 billion cubic feet per day (bcf/d) of natural gas from the terminus of the Whistler pipeline in Agua Dulce, Texas to Cheniere's Corpus Christi LNG export facility; and

Current wording

•a 70% interest in the ADCC Pipeline, a new 40-mile pipeline which was placed into service in July 2024 and is designed to transport 1.7 billion cubic feet per day (bcf/d) of natural gas from the terminus of the Whistler Pipeline in Agua Dulce, Texas to Cheniere's Corpus Christi LNG export facility; and

Previous wording

•50% interest in Waha Gas Storage, a 2.0 bcf gas storage cavern facility connecting to key Permian egress pipelines including the Whistler pipeline.

Current wording

•a 50% interest in Waha Gas Storage, a 2.0 bcf gas storage cavern facility connecting to key Permian egress pipelines including the Whistler Pipeline.

Previous wording

On April 1, 2024, we closed the sale of our 50.0% interest in the Alliance Pipeline, our interest in Aux Sable (includes a 42.7% interest in Aux Sable Midstream LLC and Aux Sable Liquid Products L.P., and a 50.0% interest in Aux Sable Canada LP) and our interest in NRGreen Power Limited Partnership (NRGreen) to Pembina Pipeline Corporation (Pembina) for $3.1 billion, including $327 million of non-recourse debt, subject to customary closing adjustments. A gain on disposal of $1.1 billion before tax, which is net of $1.0 billion of the goodwill from our Gas Transmission segment allocated to the disposal group, is included in Gain on disposition of equity investments in the Consolidated Statements of Earnings for the three and six months ended June 30, 2024.

Current wording

On April 1, 2024, we closed the sale of our 50.0% interest in the Alliance Pipeline, our interest in Aux Sable (including a 42.7% interest in Aux Sable Midstream LLC and Aux Sable Liquid Products L.P., and a 50.0% interest in Aux Sable Canada LP) and our interest in NRGreen Power Limited Partnership (NRGreen) to Pembina Pipeline Corporation (Pembina) for $3.1 billion, including $327 million of non-recourse debt, subject to customary closing adjustments. A gain on disposal of $1.1 billion before tax, which is net of $1.0 billion of the goodwill from our Gas Transmission segment allocated to the disposal group, is included in Gain on disposition of equity investments in the Consolidated Statements of Earnings for the nine months ended September 30, 2024.

Previous wording

Algonquin Gas Transmission, LLC (Algonquin) filed a rate case on May 30, 2024. On June 28, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures. In compliance with the order, Algonquin will make a motion filing to implement the rates to be effective December 1, 2024, subject to refund. Algonquin expects settlement discussions with shippers to commence in the third quarter of 2024.

Current wording

Algonquin Gas Transmission, LLC (Algonquin) filed a rate case on May 30, 2024. On June 28, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures. In compliance with the order, Algonquin will make a motion filing to implement the rates to be effective December 1, 2024, subject to refund. Settlement negotiations with shippers have commenced.

Previous wording

Maritimes & Northeast (M&N) US filed a rate case on May 30, 2024. On June 27, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures. In compliance with the order, M&N US will make a motion filing to implement the rates to be effective December 1, 2024, subject to refund. M&N US expects settlement discussions with shippers to commence in the third quarter of 2024.

Current wording

Maritimes & Northeast Pipeline (M&N) US filed a rate case on May 30, 2024. On June 27, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures. In compliance with the order, M&N US will make a motion filing to implement the rates to be effective December 1, 2024, subject to refund. Settlement negotiations with shippers have commenced.

Previous wording

On December 21, 2023, the OEB issued its Decision and Order on Phase 1 (Phase 1 Decision). Enbridge Gas Ontario filed a Notice of Appeal with the Ontario Divisional Court on January 22, 2024 regarding various aspects of the Phase 1 Decision. On January 29, 2024, Enbridge Gas Ontario also filed a Notice of Motion with the OEB requesting the OEB to review and vary various aspects of the Phase 1 Decision which was subsequently amended on May 29, 2024. The Amended Motion focuses on two aspects of the Phase 1 Decision: asset class average useful lives for depreciation purposes and the recoverability of integration capital. The outcome and timing of these proceedings is uncertain.

Current wording

On December 21, 2023, the OEB issued its Decision and Order on Phase 1 (Phase 1 Decision). Enbridge Gas Ontario filed a Notice of Appeal with the Ontario Divisional Court on January 22, 2024 regarding various aspects of the Phase 1 Decision. On January 29, 2024, Enbridge Gas Ontario also filed a Notice of Motion with the OEB requesting the OEB to review and vary the Phase 1 Decision. Our Notice of Motion was subsequently amended on May 29, 2024 (Amended Motion). The Amended Motion focused on two aspects of the Phase 1 Decision: asset class average useful lives for depreciation purposes and the recoverability of integration capital. On October 8, 2024, the OEB issued a decision on the Amended Motion and determined that the asset class average useful lives issue did not meet the threshold to warrant a review, however the issue of integration capital did meet the threshold to warrant a review. After it receives written submissions on the issue of integration capital, the OEB will make a determination on whether there will be an oral hearing. The outcome and timing of a decision on the matter of integration capital is uncertain.

Previous wording

The Phase 1 Decision resulted in interim 2024 rates, pending Phase 2 of the proceeding and resolution of the Amended Notice of Motion. An updated Draft Interim Rate Order reflecting the Phase 1 Decision was filed on March 15, 2024 and subsequently approved by the OEB on April 11, 2024. The Interim Rate Order implemented 2024 rates on May 1, 2024, with an effective date of January 1, 2024.

Current wording

The Phase 1 Decision resulted in interim 2024 rates, pending Phase 2 of the proceeding and resolution of the Amended Motion. An updated Draft Interim Rate Order reflecting the Phase 1 Decision was filed on March 15, 2024 and subsequently approved by the OEB on April 11, 2024. The Interim Rate Order implemented 2024 rates on May 1, 2024, with an effective date of January 1, 2024.

Previous wording

Enbridge Gas Ontario filed its Phase 2 evidence on April 26, 2024. Phase 2 will establish the incentive rate mechanism for 2025-2028, and will also address unregulated storage cost allocation and new energy transition proposals. Phase 3 is anticipated to be executed in 2024.

Current wording

Enbridge Gas Ontario filed its Phase 2 evidence on April 26, 2024. Phase 2 will establish the incentive rate mechanism for 2025-2028, and will also address unregulated storage cost allocation and new energy transition proposals. Phase 3 is anticipated to be completed in 2025.

Previous wording

On March 8, 2024 call date, we redeemed at par all of the outstanding US$700 million three-year callable, 5.97% senior notes that carried an original maturity date in March 2026.

Current wording

On the March 8, 2024 call date, we redeemed at par all of the outstanding US$700 million three-year callable, 5.97% senior notes that carried an original maturity date in March 2026.

Previous wording

On May 15, 2024, we established ATM Program which provides us with additional flexibility to partially fund the Acquisitions. From May 15, 2024 to June 30, 2024, 51,298,629 common shares were issued on Canadian and US exchanges at average prices of CAD$48.72 and US$35.77 per common share for aggregate gross proceeds of $2.50 billion. Refer to At-the-Market Equity Issuance Program for more information.

Current wording

On May 15, 2024, we established an at-the-market equity issuance program (ATM Program) which provided us with additional flexibility to partially fund the Acquisitions. From May 15, 2024 to July 31, 2024, 51,298,629 common shares were issued on Canadian and US exchanges at average prices of CAD$48.72 and US$35.77 per common share for aggregate gross proceeds of $2.5 billion. On August 1, 2024, we terminated the ATM Program. Net proceeds from sales of common shares under the ATM Program were used to partially fund the Questar Acquisition and PSNC Acquisition and to pay related fees and expenses.

Previous wording

Earnings attributable to common shareholders were positively impacted by $134 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Current wording

Earnings attributable to common shareholders were positively impacted by $841 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Previous wording

•a non-cash revaluation loss of $29 million ($21 million after-tax) to the gas inventory at the Aitken Creek Gas Storage Facility (Aitken Creek);

Current wording

•a non-cash revaluation loss of $18 million in 2024 ($13 million after-tax) to the gas inventory at our Aitken Creek Gas Storage Facility (Aitken Creek).

Previous wording

After taking into consideration the factors above, the remaining $134 million decrease in earnings attributable to common shareholders is primarily explained by:

Current wording

After taking into consideration the factors above, the remaining $80 million decrease in earnings attributable to common shareholders is primarily explained by:

Previous wording

•absence of contributions from our Gas Transmission segment due to the sale of our interests in the Alliance Pipeline and Aux Sable in April 2024.

Current wording

•absence of contributions from our Gas Transmission segment due to the sale of our interests in the Alliance Pipeline and Aux Sable in April 2024; partially offset by

Previous wording

•contributions from the Acquisitions completed in 2024 and higher distribution charges resulting from increases in rates and customer base in our Gas Distribution and Storage segment;

Current wording

•full-quarter contributions from Enbridge Gas Ohio and Enbridge Gas Utah, and higher distribution charges resulting from increases in rates and customer base from Enbridge Gas Ontario in our Gas Distribution and Storage segment;

Previous wording

•higher contributions from our Gas Transmission segment primarily due to acquisitions completed after June 2023, and lower operating costs in our US Gas Transmission assets.

Current wording

•higher contributions from our Gas Transmission segment primarily due to acquisitions completed after September 2023, favourable contracting, and lower operating costs in our US Gas Transmission assets; and

Previous wording

•lower contributions from the Mainline System in our Liquids Pipelines segment driven by lower Mainline System tolls as a result of revised tolls effective July 1, 2023 and a lower L3R surcharge, net of stronger performance due to higher Mainline System throughput and longer haul volumes;

Current wording

•higher contributions from our Liquids Pipelines segment driven by higher Mainline System tolls effective July 1, 2024 as a result of annual escalators and discontinuation of rate-regulated accounting of Southern Lights Pipeline as at December 31, 2023, net of lower Mainline System throughput in the third quarter of 2024.

Previous wording

•a gain on sale of $1.1 billion ($765 million after-tax) related to the disposition of interests in the Alliance Pipeline, Aux Sable and NRGreen to Pembina; and

Current wording

•a gain on sale of $1.1 billion ($765 million after-tax) related to the disposition of interests in the Alliance Pipeline, Aux Sable and NRGreen to Pembina;

Previous wording

•a non-cash, net unrealized derivative fair value loss of $208 million ($160 million after-tax) in 2024, compared with a net unrealized gain of $595 million ($456 million after-tax) in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange, interest rate and commodity price risks;

Current wording

•a non-cash, net unrealized derivative fair value loss of $773 million ($586 million after-tax) in 2024, compared with a net unrealized gain of $363 million ($277 million after-tax) in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange, interest rate and commodity price risks;

Previous wording

•$16 million ($13 million after-tax) of integration and transaction costs incurred related to the Acquisitions.

Current wording

•$55 million ($46 million after-tax) of integration and transaction costs incurred related to the Acquisitions in 2024, as compared to $21 million ($16 million after-tax) of transaction costs in 2023;

Previous wording

•a non-cash revaluation loss of $29 million ($21 million after-tax) to the gas inventory at Aitken Creek; and

Current wording

•a non-cash revaluation loss of $47 million in 2024 ($34 million after-tax) to the gas inventory at Aitken Creek; and

Previous wording

•$30 million ($23 million after-tax) of integration and transaction costs incurred related to the Acquisitions;

Current wording

•a loss of $29 million ($23 million after-tax) as a result of the contribution of our 100% interest in the Rio Bravo Pipeline project to the Whistler Parent JV.

Previous wording

After taking into consideration the factors above, the remaining $95 million increase in earnings attributable to common shareholders is primarily explained by the following significant business factors:

Current wording

After taking into consideration the factors above, the remaining $17 million increase in earnings attributable to common shareholders is primarily explained by the following significant business factors:

Previous wording

•contributions from the Acquisitions completed in 2024 and higher distribution charges resulting from increases in rates and customer base in our Gas Distribution and Storage segment;

Current wording

•contributions from Enbridge Gas Ohio and Enbridge Gas Utah, and higher distribution charges resulting from increases in rates and customer base from Enbridge Gas Ontario in our Gas Distribution and Storage segment;

Previous wording

•higher investment income primarily due to pre-funding of the Acquisitions in our Eliminations and Other segment; and

Current wording

•higher investment income primarily due to pre-funding of the Acquisitions and timing of certain operating and administrative costs recoveries in our Eliminations and Other segment; and

Previous wording

•higher contributions from our Liquids Pipelines segment due to higher volumes on the Flanagan South Pipeline and certain Feeder pipelines, greater long-haul deliveries from the Express-Platte System, and discontinuation of rate-regulated accounting of Southern Lights Pipeline as at December 31, 2023;

Current wording

•higher contributions from our Liquids Pipelines segment due to discontinuation of rate-regulated accounting of Southern Lights Pipeline as at December 31, 2023, higher volumes from the Gulf Coast and Mid-Continent System and the Bakken System.

Previous wording

•lower contributions from the Mainline System in our Liquids Pipelines segment driven by lower Mainline System tolls as a result of revised tolls effective July 1, 2023 and a lower Line 3 Replacement (L3R) surcharge, net of stronger performance due to higher Mainline System throughput and longer haul volumes;

Current wording

•lower contributions from the Mainline System in our Liquids Pipelines segment driven by lower Mainline System tolls as a result of revised tolls effective July 1, 2023 and a lower Line 3 Replacement (L3R) surcharge;

Previous wording

EBITDA was negatively impacted by $4 million due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net unrealized gain of $29 million in 2024, compared with a net unrealized gain of $35 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks.

Current wording

EBITDA was positively impacted by $117 million due to certain infrequent or other non-operating factors, primarily explained by a non-cash, net unrealized gain of $26 million in 2024, compared with a net unrealized loss of $95 million in 2023, reflecting changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks.

Previous wording

•higher contributions from Southern Lights Pipeline due primarily to the discontinuation of rate-regulated accounting as at December 31, 2023; and

Current wording

•higher contributions from the Southern Lights Pipeline due primarily to the discontinuation of rate-regulated accounting as at December 31, 2023; and

Previous wording

•a non-cash, net unrealized loss of $6 million in 2024, compared with a net unrealized gain of $650 million in 2023, reflecting net fair value gains and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks; and

Current wording

•a non-cash, net unrealized gain of $20 million in 2024, compared with a net unrealized gain of $555 million in 2023, reflecting net fair value gains and losses arising from changes in the mark-to-market value of derivative financial instruments used to manage foreign exchange and commodity price risks; and

Previous wording

•higher contributions from Southern Lights Pipeline due primarily to the discontinuation of rate-regulated accounting as at December 31, 2023;

Current wording

•higher contributions from the Southern Lights Pipeline due primarily to the discontinuation of rate-regulated accounting as at December 31, 2023;

Previous wording

•higher contributions from the Gulf Coast and Mid-Continent System due primarily to higher volumes on the Flanagan South Pipeline driven by the open season commitments that commenced in the first quarter of 2024, and the EIEC due to higher demand;

Current wording

•higher contributions from the Gulf Coast and Mid-Continent System due primarily to higher volumes on the Flanagan South Pipeline driven by the open season commitments that commenced in the first quarter of 2024, and the Enbridge Ingleside Energy Center due to higher demand;

Previous wording

•stronger Mainline System performance due to higher Mainline System throughput and longer haul volumes;

Current wording

•stronger Mainline System performance due to higher throughput and longer haul volumes;

Previous wording

•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2024, as compared to 2023;

Current wording

•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2024, as compared to 2023; and

Previous wording

•a non-cash revaluation loss of $29 million to the gas inventory at Aitken Creek;

Current wording

•a non-cash revaluation loss of $18 million to the gas inventory at Aitken Creek.

Showing the first 40 of 80 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Earnings attributable to common shareholders were positively impacted by $430 million due to certain infrequent or other non-operating factors, primarily explained by the following:

Current report — wording carried from elsewhere

•lower contributions from our Gas Transmission segment due to the sale of our interests in the Alliance Pipeline and Aux Sable in April 2024; and

Current report — wording carried from elsewhere

•the favorable effect of translating US dollar earnings at a higher average exchange rate in 2024, compared to the same period in 2023; and
Rearranged previous paragraphs (16)

Previous report — wording carried elsewhere

AT-THE-MARKET EQUITY ISSUANCE PROGRAM

Previous report — wording carried elsewhere

The Whistler Parent JV is owned by WhiteWater/I Squared (50.6%), MPLX (30.4%), and Enbridge (19.0%) and owns the following assets:

Previous report — wording carried elsewhere

•a gain on sale of $1.1 billion ($765 million after-tax) related to the disposition of interests in the Alliance Pipeline, Aux Sable and NRGreen to Pembina; partially offset by

Previous report — wording carried elsewhere

•higher depreciation and amortization expense as a result of acquisitions and projects placed into service after June 2023; and

Previous report — wording carried elsewhere

•higher investment income primarily due to pre-funding of the Acquisitions in our Eliminations and Other segment; and

Previous report — wording carried elsewhere

•higher income tax expense largely driven by higher US minimum tax, changes to the state apportionment and the effects of rate-regulated accounting for income taxes;

Previous report — wording carried elsewhere

•lower contributions from our Gas Transmission segment due to the sale of our interests in the Alliance Pipeline and Aux Sable and the absence of revenues attributable to the Texas Eastern 2022 rate case settlement in 2024;

Previous report — wording carried elsewhere

•higher contributions from the Gulf Coast and Mid-Continent System due primarily to higher volumes on the Flanagan South Pipeline driven by the open season commitments that commenced in the first quarter of 2024;

Previous report — wording carried elsewhere

•stronger Mainline System performance due to higher Mainline System throughput and longer haul volumes;

Previous report — wording carried elsewhere

•lower Mainline System tolls as a result of revised tolls effective July 1, 2023 and a lower L3R surcharge.

Previous report — wording carried elsewhere

•a gain on sale of $1,063 million on the disposition of interests in the Alliance Pipeline and Aux Sable; partially offset by

Previous report — wording carried elsewhere

•warmer than normal weather in 2024, when compared with the normal weather forecast embedded in rates, which negatively impacted Enbridge Gas Ontario 2024 EBITDA by approximately $65 million period over period.

Previous report — wording carried elsewhere

•a gain on sale of $29 million related to disposition of our interest in NRGreen to Pembina.

Previous report — wording carried elsewhere

•$30 million of integration and transaction costs incurred as a result of the Acquisitions.

Previous report — wording carried elsewhere

In July 2024, Algonquin closed an offering of 10-year senior notes for US$350 million which mature in July 2034.

Previous report — wording carried elsewhere

On July 15, 2024, Enbridge filed a petition for rehearing of the June 17 6 th Circuit decision.