UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

Dated May 12, 2016

Commission file number 001-15254

 

 

ENBRIDGE INC.

(Exact name of Registrant as specified in its charter)

 

 

200, 425 – 1st Street S.W.

Calgary, Alberta, Canada  T2P 3L8

(Address of principal executive offices and postal code)

 

 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F

_______

Form 40-F

     P     

 

 

 

 

 

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes

_______

No

     P     

 

 

 

 

 

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(7):

 

Yes

_______

No

     P     

 

 

 

 

 

 

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-145236, 333-127265, 333-13456, 333-97305 AND 333-6436), FORM F-3 (FILE NO. 33-77022) AND FORM F-10 (FILE NO. 333-198566) OF ENBRIDGE INC. AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 



 

Effective January 1, 2016, Enbridge Inc. (the Company) has revised its reportable segments to better reflect the underlying operations of the Company and better align with management of the business and internal decision making. The Company is amending and refiling its 2015 Financial Statements and MD&A to retrospectively apply the revisions to its reportable segments. Note 2 to the amended 2015 Financial Statements describes the revisions to the 2015 Financial Statements due to the effects of changes in the Company’s reportable segments, removal of the 2013 comparative period, adoption of new accounting standards and updates to subsequent events disclosure.

 

The following documents are being submitted herewith:

 

·                 Audited Amended Annual Financial Statements of the Registrant for the fiscal years ended December 31, 2014 and 2015 and Auditor’s Report thereon.

 

·                 Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2015 dated May 12, 2016.

 

·                 Consent of PricewaterhouseCoopers LLP, independent auditors of the Registrant.

 

·                 Interactive Data File.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

ENBRIDGE INC.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

Date:

May 12, 2016

  By:

/s/”Tyler W. Robinson”

 

 

 

Tyler W. Robinson

 

 

 

Vice President & Corporate Secretary

 

2



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ENBRIDGE INC.

 

AMENDED CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2015

 



 

MANAGEMENT’S REPORT

 

To the Shareholders of Enbridge Inc.

 

Financial Reporting

 

Management of Enbridge Inc. (the Company) is responsible for the accompanying amended consolidated financial statements and all related financial information contained in this report, including Management’s Discussion and Analysis. The amended consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and necessarily include amounts that reflect management’s judgment and best estimates.

 

The Board of Directors (the Board) and its committees are responsible for all aspects related to governance of the Company. The Audit, Finance & Risk Committee (the AF&RC) of the Board, composed of directors who are unrelated and independent, has a specific responsibility to oversee management’s efforts to fulfill its responsibilities for financial reporting and internal controls related thereto. The AF&RC meets with management, internal auditors and independent auditors to review the consolidated financial statements and the internal controls as they relate to financial reporting. The AF&RC reports its findings to the Board for its consideration in approving the consolidated financial statements for issuance to the shareholders. The internal auditors and independent auditors have unrestricted access to the AF&RC.

 

Internal Control over Financial Reporting

 

Management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting includes policies and procedures to facilitate the preparation of relevant, reliable and timely information, to prepare consolidated financial statements for external reporting purposes in accordance with U.S. GAAP and provide reasonable assurance that assets are safeguarded.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as at December 31, 2015, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as at December 31, 2015.

 

PricewaterhouseCoopers LLP, independent auditors appointed by the shareholders of the Company, have conducted an audit of the amended consolidated financial statements of the Company and its internal control over financial reporting in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) and have issued an unqualified audit report, which is accompanying the amended consolidated financial statements.

 

 

 

/s/ “Al Monaco”

 

/s/ “John K. Whelen”

 

Al Monaco

 

John K. Whelen

 

President & Chief Executive Officer

 

Executive Vice President &

 

 

 

Chief Financial Officer

 

 

 

May 12, 2016

 

1



 

Independent Auditor’s Report

 

To the Shareholders of Enbridge Inc.

 

 

We have completed integrated audits of Enbridge Inc.’s 2015 and 2014 amended consolidated financial statements and its internal control over financial reporting as at December 31, 2015. Our opinions, based on our audits are presented below.

 

Report on the consolidated financial statements

We have audited the accompanying amended consolidated financial statements of Enbridge Inc., which comprise the consolidated statements of financial position as at December 31, 2015 and December 31, 2014 and the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2015, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

 

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these amended consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s responsibility

Our responsibility is to express an opinion on these amended consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the amended consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.

 

An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the amended consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the amended consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the amended consolidated financial statements.

 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the amended consolidated financial statements.

 

2



 

Opinion

In our opinion, the amended consolidated financial statements present fairly, in all material respects, the financial position of Enbridge Inc. as at December 31, 2015 and December 31, 2014 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of matter

We draw attention to Note 2 to the amended consolidated financial statements, which describes the revision and reissuance of the financial statements due to the effects of changes in Enbridge Inc.’s reportable segments, removal of the 2013 comparative period, adoption of new accounting standards and updates to subsequent events disclosure. We issued our original auditor’s report dated February 19, 2016 on the previously issued consolidated financial statements. Due to the revisions described in Note 2, we provide this amended auditor’s report on the amended consolidated financial statements. Our audit procedures on subsequent events after February 19, 2016 are restricted solely to the amendment of the consolidated financial statements.

 

Report on internal control over financial reporting

We have also audited Enbridge Inc.’s internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Management’s responsibility for internal control over financial reporting

Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management’s report on internal control over financial reporting.

 

Auditor’s responsibility

Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

 

An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.

 

We believe that our audit provides a reasonable basis for our audit opinion on the company’s internal control over financial reporting.

 

Definition 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

 

3



 

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.

 

Inherent limitations

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.

 

Opinion

In our opinion, Enbridge Inc. maintained, in all material respects, effective internal control over financial reporting as at December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

 

/s/ “PricewaterhouseCoopers LLP”

 

Chartered Professional Accountants

Calgary, Alberta

February 19, 2016, except with respect to our opinion on the amended consolidated financial statements insofar as it relates to revisions described in Note 2, as to which the date is May 12, 2016

 

4



 

CONSOLIDATED STATEMENTS OF EARNINGS

 

Year ended December 31,

 

2015

 

2014

 

(millions of Canadian dollars, except per share amounts)

 

 

 

 

 

Revenues

 

 

 

 

 

Commodity sales

 

23,842

 

28,281

 

Gas distribution sales

 

3,096

 

2,853

 

Transportation and other services

 

6,856

 

6,507

 

 

 

33,794

 

37,641

 

Expenses

 

 

 

 

 

Commodity costs

 

22,949

 

27,504

 

Gas distribution costs

 

2,292

 

1,979

 

Operating and administrative

 

4,248

 

3,281

 

Depreciation and amortization

 

2,024

 

1,577

 

Environmental costs, net of recoveries

 

(21

)

100

 

Goodwill impairment (Note 15)

 

440

 

-

 

 

 

31,932

 

34,441

 

 

 

1,862

 

3,200

 

Income from equity investments (Note 11)

 

475

 

368

 

Other expense (Note 27)

 

(702

)

(266

)

Interest expense (Note 17)

 

(1,624

)

(1,129

)

 

 

11

 

2,173

 

Income taxes (Note 25)

 

(170

)

(611

)

Earnings/(loss) from continuing operations

 

(159

)

1,562

 

Discontinued operations (Note 9)

 

 

 

 

 

Earnings from discontinued operations before income taxes

 

-

 

73

 

Income taxes from discontinued operations

 

-

 

(27

)

Earnings from discontinued operations

 

-

 

46

 

Earnings/(loss)

 

(159

)

1,608

 

(Earnings)/loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

410

 

(203

)

Earnings attributable to Enbridge Inc.

 

251

 

1,405

 

Preference share dividends

 

(288

)

(251

)

Earnings/(loss) attributable to Enbridge Inc. common shareholders

 

(37

)

1,154

 

 

 

 

 

 

 

Earnings/(loss) attributable to Enbridge Inc. common shareholders

 

 

 

 

 

Earnings/(loss) from continuing operations

 

(37

)

1,108

 

Earnings from discontinued operations, net of tax

 

-

 

46

 

 

 

(37

)

1,154

 

 

 

 

 

 

 

Earnings/(loss) per common share attributable to Enbridge Inc. common shareholders (Note 21)

 

 

 

 

 

Continuing operations

 

(0.04

)

1.34

 

Discontinued operations

 

-

 

0.05

 

 

 

(0.04

)

1.39

 

 

 

 

 

 

 

Diluted earnings/(loss) per common share attributable to Enbridge Inc. common shareholders (Note 21)

 

 

 

 

 

Continuing operations

 

(0.04

)

1.32

 

Discontinued operations

 

-

 

0.05

 

 

 

(0.04

)

1.37

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5



 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Year ended December 31,

 

2015

 

2014

 

(millions of Canadian dollars)

 

 

 

 

 

Earnings/(loss)

 

(159

)

1,608

 

Other comprehensive income/(loss), net of tax

 

 

 

 

 

Change in unrealized gains/(loss) on cash flow hedges

 

198

 

(833

)

Change in unrealized loss on net investment hedges

 

(903

)

(270

)

Other comprehensive income from equity investees

 

30

 

10

 

Reclassification to earnings of realized cash flow hedges

 

(191

)

76

 

Reclassification to earnings of unrealized cash flow hedges

 

(121

)

158

 

Reclassification to earnings of pension plans and other postretirement benefits amortization amounts

 

21

 

15

 

Actuarial gains/(loss) on pension plans and other postretirement benefits

 

51

 

(191

)

Change in foreign currency translation adjustment

 

3,347

 

1,238

 

Reclassification to earnings of derecognized cash flow hedges (Note 24)

 

(247

)

-

 

Other comprehensive income

 

2,185

 

203

 

Comprehensive income

 

2,026

 

1,811

 

Comprehensive (income)/loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

292

 

(242

)

Comprehensive income attributable to Enbridge Inc.

 

2,318

 

1,569

 

Preference share dividends

 

(288

)

(251

)

Comprehensive income attributable to Enbridge Inc. common shareholders

 

2,030

 

1,318

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6



 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

Year ended December 31,

 

2015

 

2014

 

(millions of Canadian dollars, except per share amounts)

 

 

 

 

 

Preference shares (Note 21)

 

 

 

 

 

Balance at beginning of year

 

6,515

 

5,141

 

Preference shares issued

 

-

 

1,374

 

Balance at end of year

 

6,515

 

6,515

 

Common shares (Note 21)

 

 

 

 

 

Balance at beginning of year

 

6,669

 

5,744

 

Common shares issued

 

-

 

446

 

Dividend reinvestment and share purchase plan

 

646

 

428

 

Shares issued on exercise of stock options

 

76

 

51

 

Balance at end of year

 

7,391

 

6,669

 

Additional paid-in capital

 

 

 

 

 

Balance at beginning of year

 

2,549

 

746

 

Stock-based compensation

 

35

 

31

 

Options exercised

 

(19

)

(14

)

Issuance of treasury stock

 

-

 

22

 

Drop down of interest to Enbridge Energy Partners, L.P. (Note 20)

 

218

 

-

 

Enbridge Energy Partners, L.P. equity restructuring (Note 20)

 

-

 

1,601

 

Transfer of interest to Enbridge Income Fund

 

-

 

176

 

Drop down of interest to Midcoast Energy Partners, L.P.

 

-

 

(18

)

Dilution gain on Enbridge Income Fund issuance of trust units (Note 20)

 

355

 

-

 

Dilution gain on Enbridge Income Fund equity investment (Note 20)

 

132

 

-

 

Dilution loss on Enbridge Income Fund indirect equity investment (Note 20)

 

(5

)

-

 

Dilution gains and other

 

36

 

5

 

Balance at end of year

 

3,301

 

2,549

 

Retained earnings

 

 

 

 

 

Balance at beginning of year

 

1,571

 

2,550

 

Earnings attributable to Enbridge Inc.

 

251

 

1,405

 

Preference share dividends

 

(288

)

(251

)

Common share dividends declared

 

(1,596

)

(1,177

)

Dividends paid to reciprocal shareholder

 

22

 

17

 

Reversal of cumulative redemption value adjustment attributable to Enbridge Commercial Trust (Note 20)

 

541

 

-

 

Redemption value adjustment attributable to redeemable noncontrolling interests (Note 20)

 

(359

)

(973

)

Balance at end of year

 

142

 

1,571

 

Accumulated other comprehensive income/(loss) (Note 23)

 

 

 

 

 

Balance at beginning of year

 

(435

)

(599

)

Other comprehensive income attributable to Enbridge Inc. common shareholders

 

2,067

 

164

 

Balance at end of year

 

1,632

 

(435

)

Reciprocal shareholding

 

 

 

 

 

Balance at beginning of year

 

(83

)

(86

)

Issuance of treasury stock

 

-

 

3

 

Balance at end of year

 

(83

)

(83

)

Total Enbridge Inc. shareholders’ equity

 

18,898

 

16,786

 

Noncontrolling interests (Note 20)

 

 

 

 

 

Balance at beginning of year

 

2,015

 

4,014

 

Earnings/(loss) attributable to noncontrolling interests

 

(407

)

214

 

Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax

 

 

 

 

 

Change in unrealized gains/(loss) on cash flow hedges

 

161

 

(192

)

Change in foreign currency translation adjustment

 

273

 

146

 

Reclassification to earnings of realized cash flow hedges

 

(236

)

18

 

Reclassification to earnings of unrealized cash flow hedges

 

(83

)

77

 

 

 

115

 

49

 

Comprehensive income/(loss) attributable to noncontrolling interests

 

(292

)

263

 

Distributions (Note 20)

 

(680

)

(535

)

Contributions (Note 20)

 

615

 

212

 

Dilution loss

 

(53

)

-

 

Acquisitions - Magic Valley and Wildcat wind farms (Note 6)

 

-

 

351

 

Drop down of interest to Enbridge Energy Partners, L.P. (Note 20)

 

(304

)

-

 

Enbridge Energy Partners, L.P. equity restructuring (Note 20)

 

-

 

(2,330

)

Drop down of interest to Midcoast Energy Partners, L.P. (Note 20)

 

-

 

39

 

Other

 

(1

)

1

 

Balance at end of year

 

1,300

 

2,015

 

Total equity

 

20,198

 

18,801

 

Dividends paid per common share

 

1.86

 

1.40

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7



 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Year ended December 31,

 

2015

 

2014

 

(millions of Canadian dollars)

 

 

 

 

 

Operating activities

 

 

 

 

 

Earnings/(loss)

 

(159

)

1,608

 

Earnings from discontinued operations

 

-

 

(46

)

Depreciation and amortization

 

2,024

 

1,577

 

Deferred income taxes (Note 25)

 

7

 

587

 

Changes in unrealized (gains)/loss on derivative instruments, net

 

2,373

 

(96

)

Cash distributions in excess of equity earnings

 

244

 

196

 

Impairment (Notes 9 and 15)

 

536

 

18

 

Gains on dispositions (Notes 6 and 27)

 

(94

)

(38

)

Hedge ineffectiveness

 

(20

)

210

 

Inventory revaluation allowance

 

410

 

174

 

Other

 

(62

)

115

 

Changes in regulatory assets and liabilities

 

41

 

22

 

Changes in environmental liabilities, net of recoveries

 

(43

)

(78

)

Changes in operating assets and liabilities (Note 29)

 

(686

)

(1,721

)

Cash provided by continuing operations

 

4,571

 

2,528

 

Cash provided by discontinued operations (Note 9)

 

-

 

19

 

 

 

4,571

 

2,547

 

Investing activities

 

 

 

 

 

Additions to property, plant and equipment

 

(7,273

)

(10,524

)

Long-term investments

 

(622

)

(854

)

Restricted long-term investments (Note 12)

 

(49

)

-

 

Additions to intangible assets

 

(101

)

(208

)

Acquisitions

 

(106

)

(394

)

Proceeds from disposition

 

146

 

85

 

Affiliate loans, net

 

59

 

13

 

Changes in restricted cash

 

13

 

(13

)

Cash used in continuing operations

 

(7,933

)

(11,895

)

Cash provided by discontinued operations (Note 9)

 

-

 

4

 

 

 

(7,933

)

(11,891

)

Financing activities

 

 

 

 

 

Net change in bank indebtedness and short-term borrowings

 

(588

)

734

 

Net change in commercial paper and credit facility draws

 

1,507

 

4,212

 

Southern Lights project financing repayments

 

-

 

(1,519

)

Debenture and term note issues - Southern Lights

 

-

 

1,507

 

Debenture and term note issues

 

3,767

 

5,414

 

Debenture and term note repayments

 

(1,023

)

(1,348

)

Contributions from noncontrolling interests

 

615

 

212

 

Distributions to noncontrolling interests

 

(680

)

(535

)

Contributions from redeemable noncontrolling interests

 

670

 

323

 

Distributions to redeemable noncontrolling interests

 

(114

)

(79

)

Preference shares issued

 

-

 

1,365

 

Common shares issued

 

57

 

478

 

Preference share dividends

 

(288

)

(245

)

Common share dividends

 

(950

)

(749

)

 

 

2,973

 

9,770

 

Effect of translation of foreign denominated cash and cash equivalents

 

143

 

59

 

Increase/(decrease) in cash and cash equivalents

 

(246

)

485

 

Cash and cash equivalents at beginning of year - continuing operations

 

1,261

 

756

 

Cash and cash equivalents at beginning of year - discontinued operations

 

-

 

20

 

Cash and cash equivalents at end of year

 

1,015

 

1,261

 

Cash and cash equivalents - discontinued operations

 

-

 

-

 

Cash and cash equivalents - continuing operations

 

1,015

 

1,261

 

 

 

 

 

 

 

Supplementary cash flow information

 

 

 

 

 

Income taxes paid

 

80

 

9

 

Interest paid

 

1,835

 

1,435

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

8



 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

December 31,

 

2015

 

2014

 

(millions of Canadian dollars; number of shares in millions)

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

1,015

 

1,261

 

Restricted cash

 

34

 

47

 

Accounts receivable and other (Note 7)

 

5,430

 

5,504

 

Accounts receivable from affiliates

 

7

 

241

 

Inventory (Note 8)

 

1,111

 

1,148

 

 

 

7,597

 

8,201

 

Property, plant and equipment, net (Note 9)

 

64,434

 

53,830

 

Long-term investments (Note 11)

 

7,008

 

5,408

 

Restricted long-term investments (Note 12)

 

49

 

-

 

Deferred amounts and other assets (Note 13)

 

3,160

 

3,092

 

Intangible assets, net (Note 14)

 

1,348

 

1,166

 

Goodwill (Note 15)

 

80

 

483

 

Deferred income taxes (Note 25)

 

839

 

561

 

 

 

84,515

 

72,741

 

Liabilities and equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Bank indebtedness

 

361

 

507

 

Short-term borrowings (Note 17)

 

599

 

1,041

 

Accounts payable and other (Note 16)

 

7,351

 

6,444

 

Accounts payable to affiliates

 

48

 

80

 

Interest payable

 

324

 

264

 

Environmental liabilities

 

141

 

161

 

Current maturities of long-term debt (Note 17)

 

1,990

 

1,004

 

 

 

10,814

 

9,501

 

Long-term debt (Note 17)

 

39,391

 

33,307

 

Other long-term liabilities (Note 18)

 

6,056

 

4,041

 

Deferred income taxes (Note 25)

 

5,915

 

4,842

 

 

 

62,176

 

51,691

 

Commitments and contingencies (Note 31)

 

 

 

 

 

Redeemable noncontrolling interests (Note 20)

 

2,141

 

2,249

 

Equity

 

 

 

 

 

Share capital (Note 21)

 

 

 

 

 

Preference shares

 

6,515

 

6,515

 

Common shares (868 and 852 outstanding at December 31, 2015 and 2014, respectively)

 

7,391

 

6,669

 

Additional paid-in capital

 

3,301

 

2,549

 

Retained earnings

 

142

 

1,571

 

Accumulated other comprehensive income/(loss) (Note 23)

 

1,632

 

(435

)

Reciprocal shareholding

 

(83

)

(83

)

Total Enbridge Inc. shareholders’ equity

 

18,898

 

16,786

 

Noncontrolling interests (Note 20)

 

1,300

 

2,015

 

 

 

20,198

 

18,801

 

 

 

84,515

 

72,741

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

Approved by the Board of Directors:

 

 

/s/ “David A. Arledge”

 

/s/ “J. Herb England”

David A. Arledge

 

J. Herb England

Chair

 

Director

 

9



 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.          GENERAL BUSINESS DESCRIPTION

 

Enbridge Inc. (Enbridge or the Company) is a publicly traded energy transportation and distribution company. Enbridge conducts its business through five business segments: Liquids Pipelines; Gas Distribution; Gas Pipelines and Processing; Green Power and Transmission; and Energy Services. These operating segments are strategic business units established by senior management to facilitate the achievement of the Company’s long-term objectives, to aid in resource allocation decisions and to assess operational performance.

 

LIQUIDS PIPELINES

Liquids Pipelines consists of common carrier and contract crude oil, natural gas liquids (NGL) and refined products pipelines and terminals in Canada and the United States, including Canadian Mainline, Lakehead Pipeline System (Lakehead System), Regional Oil Sands System, Mid-Continent and Gulf Coast, Southern Lights Pipeline, Bakken System and Feeder Pipelines and Other.

 

GAS DISTRIBUTION

Gas Distribution consists of the Company’s natural gas utility operations, the core of which is Enbridge Gas Distribution Inc. (EGD), which serves residential, commercial and industrial customers, primarily in central and eastern Ontario as well as northern New York State. This business segment also includes natural gas distribution activities in Quebec and New Brunswick and the Company’s investment in Noverco Inc. (Noverco).

 

GAS PIPELINES AND PROCESSING

Gas Pipelines and Processing consists of investments in natural gas pipelines and gathering and processing facilities. Investments in natural gas pipelines include the Company’s interests in the Alliance Pipeline, the Vector Pipeline (Vector) and transmission and gathering pipelines in the Gulf of Mexico. Investments in natural gas processing include the Company’s interest in Aux Sable, a natural gas extraction and fractionation business located near the terminus of the Alliance Pipeline, Canadian Midstream assets located in northeast British Columbia and northwest Alberta and United States Midstream assets located primarily in Texas and Oklahoma.

 

GREEN POWER AND TRANSMISSION

Green Power and Transmission consists of the Company’s investments in renewable energy assets and transmission facilities. Renewable energy assets consist of wind, solar, geothermal and waste heat recovery facilities and are located in Canada primarily in the provinces of Alberta, Ontario and Quebec and in the United States primarily in Colorado, Texas and Indiana.

 

ENERGY SERVICES

The Energy Services businesses in Canada and the United States undertake physical commodity marketing activity and logistical services, oversee refinery supply services and manage the Company’s volume commitments on the Alliance Pipeline, Vector and other pipeline systems.

 

ELIMINATIONS AND OTHER

In addition, Eliminations and Other includes operating and administrative costs and foreign exchange costs which are not allocated to business segments. Also included in Eliminations and Other are new business development activities, general corporate investments and elimination of transactions between segments required to present financial performance and financial position on a consolidated basis.

 

CANADIAN RESTRUCTURING PLAN

Effective September 1, 2015, under an agreement with Enbridge Income Fund (the Fund) and Enbridge Income Fund Holdings Inc. (ENF), Enbridge transferred its Canadian Liquids Pipelines business, held by Enbridge Pipelines Inc. (EPI) and Enbridge Pipelines (Athabasca) Inc. (EPAI), and certain Canadian renewable energy assets to the Fund Group (comprising the Fund, Enbridge Commercial Trust (ECT), Enbridge Income Partners LP (EIPLP) and the subsidiaries of EIPLP) for consideration valued at $30.4 billion plus incentive distribution and performance rights (the Canadian Restructuring Plan). The consideration that Enbridge received included $18.7 billion of units in the Fund Group, comprised of $3 billion of Fund units and $15.7 billion of equity units of EIPLP, in which the Fund has an interest. The Fund Group also assumed debt of EPI and EPAI of approximately $11.7 billion. Upon closing of the transaction, Enbridge’s overall economic interest in the Fund Group increased to 91.9% (overall economic interest prior to the transfer was 66.4%).

 

10



 

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Amounts are stated in Canadian dollars unless otherwise noted. As a Securities and Exchange Commission registrant, the Company is permitted to use U.S. GAAP for purposes of meeting both its Canadian and United States continuous disclosure requirements.

 

REVISION OF CONSOLIDATED FINANCIAL STATEMENTS

Segmented Information

Effective January 1, 2016, as a result of the recent changes from the Canadian Restructuring Plan, Enbridge revised its reportable segments to better reflect the underlying operations of the Company. The Company believes this new format more clearly describes the financial performance of its business segments, provides increased transparency with respect to operational results and aligns with business segment decision making and management.

 

The Company is filing these consolidated financial statements to retrospectively apply the revisions to its reportable segments to the annual consolidated financial statements of the Company that was previously filed on February 19, 2016. Revisions to the segmented information presentation include:

·                  The replacement of the previous segments: Liquids Pipelines; Gas Distribution; Gas Pipelines, Processing and Energy Services; Sponsored Investments; and Corporate with new segments: Liquids Pipelines; Gas Distribution; Gas Pipelines and Processing; Green Power and Transmission; and Energy Services;

·                  Presenting the Earnings before interest and income taxes of each segment as opposed to Earnings attributable to Enbridge Inc. common shareholders. Amounts related to Interest expense, Income taxes, Earnings attributable to noncontrolling interests and redeemable noncontrolling interests and Preference share dividends are now reported on a consolidated basis.

 

This retrospective revision resulted in the following note disclosures being revised:

·                  Note 1 General Business Description;

·                  Note 2 Summary of Significant Accounting Policies;

·                  Note 4 Segmented Information;

·                  Note 5 Financial Statement Effects of Rate Regulation;

·                  Note 6 Acquisitions and Dispositions;

·                  Note 9 Property, Plant and Equipment;

·                  Note 10 Variable Interest Entities;

·                  Note 11 Long-Term Investments;

·                  Note 15 Goodwill;

·                  Note 17 Debt;

·                  Note 28 Severance Costs;

·                  Note 30 Related Party Transactions; and

·                  Note 31 Commitments and Contingencies

 

These changes had no impact on reported consolidated earnings.

 

Other Retrospective Revisions

Debt Issuance Costs

As disclosed in Note 3 Changes in Accounting Policies, effective January 1, 2016 the Company retrospectively adopted Accounting Standard Update (ASU) 2015-03. As a result, these consolidated financial statements reflect a retrospective revision related to the reclassification of deferred financing costs from Deferred amounts and other assets to Long-term debt. This retrospective revision resulted in the Statements of Financial Position and Note 13 Deferred Amounts and Other Assets being revised.

 

11



 

Comparative Amounts

The 2013 comparative period has been omitted for presentation purposes as it is not required under U.S. GAAP or applicable securities regulations.

 

Other

For the purposes of filing these consolidated financial statements, Note 3 Changes in Accounting Policies and Note 33 Subsequent Events have been updated to the date of filing.

 

Other than the above, no other changes have been made to these consolidated financial statements.

 

BASIS OF PRESENTATION AND USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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: carrying values of regulatory assets and liabilities (Note 5); unbilled revenues (Note 7); allowance for doubtful accounts (Note 7); depreciation rates and carrying value of property, plant and equipment (Note 9); amortization rates of intangible assets (Note 14); measurement of goodwill (Note 15); fair value of asset retirement obligations (ARO) (Note 19); valuation of stock-based compensation (Note 22); fair value of financial instruments (Note 24); provisions for income taxes (Note 25); assumptions used to measure retirement and other postretirement benefit obligations (OPEB) (Note 26); commitments and contingencies (Note 31); and estimates of losses related to environmental remediation obligations (Note 31). Actual results could differ from these estimates.

 

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Enbridge, its subsidiaries and variable interest entities (VIEs) for which the Company is the primary beneficiary. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. Where the Company concludes it is the primary beneficiary of a VIE, the Company will consolidate the accounts of that entity. The consolidated financial statements also include the accounts of any limited partnerships where the Company represents the general partner and, based on all facts and circumstances, controls such limited partnerships, unless the limited partner has substantive participating rights or substantive kick-out rights. For certain investments where the Company retains an undivided interest in assets and liabilities, Enbridge records its proportionate share of assets, liabilities, revenues and expenses.

 

All significant 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 and redeemable noncontrolling interests. Investments and entities over which the Company exercises significant influence are accounted for using the equity method.

 

As a result of the Canadian Restructuring Plan, ECT, a subsidiary of the Company, determines its equity investment earnings from EIPLP using the Hypothetical Liquidation at Book Value (HLBV) method. ECT applies the HLBV method to its equity method investments where cash distributions, including both preference and residual distributions, are not based on the investor’s ownership percentages. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount that ECT would receive if EIPLP were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is ECT’s share of the earnings or losses from the equity investment for the period.

 

12



 

While ECT and EIPLP are both consolidated in these financial statements, the use of the HLBV method by ECT impacts the earnings attributable to redeemable noncontrolling interests reported on Enbridge’s Consolidated Statements of Earnings. The Company continues to recognize Redeemable noncontrolling interests on the Consolidated Statements of Financial Position at the maximum redemption value of the trust units held by third parties, which references the market price of ENF common shares.

 

REGULATION

Certain of the Company’s businesses are subject to regulation by various authorities including, but not limited to, the National Energy Board (NEB), the Federal Energy Regulatory Commission (FERC), the Alberta Energy Regulator, the New Brunswick Energy and Utilities Board (EUB) and the Ontario Energy Board (OEB). 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 U.S. 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 or expected to be paid to cover future abandonment costs in relation to the NEB’s Land Matters Consultation Initiative (LMCI). Long-term regulatory assets are recorded in Deferred amounts and other assets and current regulatory assets are recorded in Accounts receivable and other. Long-term regulatory liabilities are included in Other long-term liabilities and current regulatory liabilities are recorded in Accounts payable and other. Regulatory assets are assessed for impairment if the Company identifies an event indicative of possible impairment. 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 the Company’s expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded. In the absence of rate regulation, the Company 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.

 

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. In the absence of rate regulation, the Company would capitalize interest using a capitalization rate based on its cost of borrowing, whereas the capitalized equity component, the corresponding earnings during the construction phase and the subsequent depreciation would not be recognized.

 

For certain regulated operations to which U.S. 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 U.S. 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 U.S. GAAP and no deferred regulatory asset is recorded (Note 5).

 

With the approval of the regulator, EGD and certain distribution 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. To the extent that the regulator’s actions differ from the Company’s expectations, the timing and amount of recovery or settlement of capitalized costs could differ significantly from those recorded. In the absence of rate regulation, a portion of such costs may be charged to current period earnings.

 

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 credit worthiness is assessed prior to agreement signing, as well as throughout the contract duration. Certain revenues from liquids and gas pipeline businesses are recognized under the terms of committed delivery contracts rather than the cash tolls received.

 

13



 

Long-term take-or-pay contracts, under which shippers are obligated to pay fixed amounts rateably 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 periods. The Company recognizes 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.

 

Certain offshore pipeline transportation contracts require the Company to provide transportation services for the life of the underlying producing fields. Under these arrangements, shippers pay the Company 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 rateably over the committed volume made available to shippers throughout the contract period, regardless of when cash is received.

 

For rate-regulated businesses, revenues are recognized in a manner that is consistent with the underlying agreements as approved by the regulators. Since July 1, 2011 onward, Canadian Mainline (excluding Lines 8 and 9) earnings are governed by the Competitive Toll Settlement (CTS), under which revenues are recorded when services are performed. Effective on that date, the Company prospectively discontinued the application of rate-regulated accounting for those assets with the exception of flow-through income taxes covered by a specific rate order.

 

For natural gas utility rate-regulated operations in Gas Distribution, revenues are recognized in a manner consistent with the underlying rate-setting mechanism as mandated by the regulator. Natural gas utilities revenues are recorded on the basis of 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 the Company’s distribution franchise area.

 

For natural gas and marketing businesses, an estimate of revenues and commodity costs for the month of December is included in the Consolidated Statements of Earnings for each year based on the best available volume and price data for the commodity delivered and received.

 

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 Transportation and other services revenues, Commodity costs, Operating and administrative expense, Other income/(expense) and Interest expense.

 

Derivatives in Qualifying Hedging Relationships

The Company uses derivative financial instruments to manage its exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to its share price. Hedge accounting is optional and requires the Company 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. The Company presents the earnings effects of hedging items with the hedged transaction. Derivatives in qualifying hedging relationships are categorized as cash flow hedges, fair value hedges and net investment hedges.

 

Cash Flow Hedges

The Company uses cash flow hedges to manage its exposure to changes in commodity prices, foreign exchange rates, interest rates and certain compensation tied to its share price. The effective portion of 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. Any hedge ineffectiveness is recorded in current period earnings.

 

14



 

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 concurrently with the related transaction. If a hedged anticipated 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

The Company may use fair value hedges to hedge the fair value of debt instruments or commodity positions. The change in the fair value of the hedging instrument is recorded in earnings with changes in the fair value of the hedged 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 asset or liability, otherwise required to be carried at cost or amortized cost, 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 translation of net investment in foreign operations from their functional currencies to the Company’s Canadian dollar presentation currency are included in cumulative translation adjustments (CTA). The Company designates foreign currency derivatives and United States dollar denominated debt as hedges of net investments in United States dollar denominated foreign operations. As a result, the effective portion of the change in the fair value of the foreign currency derivatives as well as the translation of United States dollar denominated debt are reflected in OCI and any ineffectiveness is reflected in current period earnings. 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 disposal of a foreign operation.

 

Classification of Derivatives

The Company recognizes the fair market value of derivative instruments on the Consolidated Statements of Financial Position as current and long-term assets or liabilities depending on the timing of the 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 Operating activities on 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 the Company has 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. The Company incurs transaction costs primarily from the issuance of debt and accounts for these costs as a deduction from Long-term debt on the 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 the Company exercises significant influence, but does not have controlling financial interests, are accounted for using the equity method. Equity investments are initially measured at cost and are adjusted for the Company’s proportionate share of undistributed equity earnings or loss. Equity investments are increased for contributions made to and decreased for distributions received from the investees. To the extent an equity investee undertakes activities necessary to commence its planned principal operations, the Company capitalizes interest costs associated with its investment during such period.

 

15



 

RESTRICTED LONG-TERM INVESTMENTS

Long-term investments that are restricted as to withdrawal or usage, for the purposes of the NEB’s LMCI, are presented as Restricted long-term investments on the Consolidated Statements of Financial Position.

 

OTHER INVESTMENTS

Generally, the Company classifies equity investments in entities over which it does not exercise significant influence and that do not trade on an actively quoted market as other investments carried at cost. Financial assets in this category are initially recorded at fair value with no subsequent re-measurement. Any investments which do trade on an active market are classified as available for sale investments measured at fair value through OCI. Dividends received from investments carried at cost are recognized in earnings when the right to receive payment is established.

 

NONCONTROLLING INTERESTS

Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries, limited partnerships and VIEs. The portion of equity not owned by the Company in such entities is reflected as noncontrolling interests within the equity section of the Consolidated Statements of Financial Position and, in the case of redeemable noncontrolling interests, within the mezzanine section of the Consolidated Statements of Financial Position between long-term liabilities and equity.

 

The Fund’s noncontrolling interest holders have the option to redeem the Fund trust units for cash, subject to certain limitations. Redeemable noncontrolling interests are recognized at the maximum redemption value of the trust units held by third parties, which references the market price of ENF common shares. On a quarterly basis, changes in estimated redemption values are reflected as a charge or credit to retained earnings.

 

The use of the HLBV method by ECT impacts the earnings attributable to redeemable noncontrolling interests reported on Enbridge’s Consolidated Statements of Earnings.

 

INCOME TAXES

The liability method of accounting for income taxes is followed. 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 the Company’s regulated operations, a deferred income tax liability is recognized with a corresponding regulatory asset to the extent taxes can be recovered through rates. Any interest and/or penalty incurred related to tax is reflected in Income taxes.

 

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 the Company or a reporting subsidiary operates, referred to as the functional currency. Transactions denominated in foreign currencies are translated into the functional currency using the exchange rate prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency using the rate of exchange in effect at the balance sheet date. Exchange gains and losses resulting from translation of monetary assets and liabilities are included in the Consolidated Statements of Earnings in the period in which they arise.

 

Gains and losses arising from translation of foreign operations’ functional currencies to the Company’s 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 on the balance sheet date, while revenues and expenses are translated using monthly average exchange rates.

 

16



 

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, in accordance with specific commercial arrangements, are presented as Restricted cash on the Consolidated Statements of Financial Position.

 

LOANS AND RECEIVABLES

Affiliate long-term notes receivable are measured at amortized cost using the effective interest rate method, net of any impairment losses recognized. Accounts receivable and other are measured at cost.

 

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Allowance for doubtful accounts is determined based on collection history. When the Company has determined that further collection efforts are unlikely to be successful, amounts charged to the allowance for doubtful accounts are applied against the impaired accounts receivable.

 

INVENTORY

Inventory is comprised of natural gas in storage held in EGD and crude oil and natural gas held primarily by energy services businesses in the Energy Services segment. Natural gas in storage in EGD 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 the gas purchased is deferred as a liability for future refund or as an asset for collection as approved by the OEB. Other commodities 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 on the Consolidated Statements of Earnings at the weighted average cost of inventory, including any adjustments recorded to reduce inventory to market 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. The Company capitalizes 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. AFUDC includes both an interest component and, if approved by the regulator, a cost of equity component.

 

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 for property, plant and equipment 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.

 

DEFERRED AMOUNTS AND OTHER ASSETS

Deferred amounts and other assets primarily include: costs which regulatory authorities have permitted, or are expected to permit, to be recovered through future rates including deferred income taxes; contractual receivables under the terms of long-term delivery contracts; and derivative financial instruments.

 

INTANGIBLE ASSETS

Intangible assets consist primarily of certain software costs, natural gas supply opportunities, acquired power purchase agreements, land leases and permits. The Company capitalizes costs incurred during the application development stage of internal use software projects. Natural gas supply opportunities are growth opportunities, identified upon acquisition, present in gas producing zones where certain United States gas systems are located. Intangible assets are amortized on a straight-line basis over their expected lives, commencing when the asset is available for use.

 

17



 

GOODWILL

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on 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.

 

For the purposes of impairment testing, reporting units are identified as business operations within an operating segment. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If the two-step goodwill impairment test is performed, the first step involves determining the fair value of the Company’s reporting units inclusive of goodwill 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 as the excess of the carrying amount of the reporting unit’s allocated goodwill over the implied fair value of the goodwill based on the fair value of the reporting unit’s assets and liabilities.

 

IMPAIRMENT

The Company reviews the carrying values of its long-lived assets as events or changes in circumstances warrant. If it is determined that the carrying value of an asset exceeds the undiscounted cash flows expected from the asset, the asset is written down to fair value.

 

With respect to investments in debt and equity securities, the Company assesses 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 determined to be objective evidence of impairment, the Company internally values the expected discounted cash flows using observable market inputs and determines whether the decline below carrying value is other than temporary. If the decline is determined to be other than temporary, an impairment charge is recorded in earnings with an offsetting reduction to the carrying value of the asset.

 

With respect to other financial assets, the Company assesses the assets for impairment when it no longer has reasonable assurance of timely collection. If evidence of impairment is noted, the Company reduces the value of the financial asset to its estimated realizable amount, determined using discounted expected future cash flows.

 

ASSET RETIREMENT OBLIGATIONS

ARO associated with the retirement of long-lived assets are measured at fair value and recognized as Accounts payable and other or Other long-term liabilities in the period in which they can be reasonably determined. The 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 are 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. The Company’s estimates of retirement costs could change as a result of changes in cost estimates and regulatory requirements.

 

For the majority of the Company’s assets, it is not possible to make a reasonable estimate of ARO due to the indeterminate timing and scope of the asset retirements.

 

18



 

RETIREMENT AND POSTRETIREMENT BENEFITS

The Company maintains pension plans which provide defined benefit and defined contribution pension benefits.

 

Defined benefit pension plan costs are determined using actuarial methods and are funded through contributions determined using the projected benefit method, which incorporates management’s best estimates of future salary levels, other cost escalations, retirement ages of employees and other actuarial factors including discount rates and mortality. In 2014, new mortality tables were issued by the Society of Actuaries in the United States which were further revised in 2015. These tables, along with the Canadian Institute of Actuaries tables that were revised in 2013, were used by the Company for measurement of its benefit obligations of its United States pension plan (the United States Plan) and the Canadian pension plans (the Canadian Plans), respectively. The Company determines discount rates by reference to rates of high-quality long-term corporate bonds with maturities that approximate the timing of future payments the Company anticipates making under each of the respective plans. Pension cost is charged to earnings and includes:

·                  Cost of pension plan benefits provided in exchange for employee services rendered during the year;

·                  Interest cost of pension plan obligations;

·                  Expected return on pension plan assets;

·                  Amortization of the prior service costs and amendments on a straight-line basis over the expected average remaining service period of the active employee group covered by the plans; and

·                  Amortization of cumulative unrecognized net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or the fair value of plan assets, over the expected average remaining service life of the active employee group covered by the plans.

 

Actuarial gains and losses arise from the difference between the actual and expected rate of return on plan assets for that period or from changes in actuarial assumptions used to determine the accrued benefit obligation, including discount rate, changes in headcount or salary inflation experience.

 

Pension plan assets are measured at fair value. The expected return on pension plan assets is determined using market related values and assumptions on the specific invested asset mix within the pension plans. The market related values reflect estimated return on investments consistent with long-term historical averages for similar assets.

 

For defined contribution plans, contributions made by the Company are expensed in the period in which the contribution occurs.

 

The Company also provides OPEB other than pensions, including group health care and life insurance benefits for eligible retirees, their spouses and qualified dependents. The cost of such benefits is accrued during the years in which employees render service.

 

The overfunded or underfunded status of defined benefit pension and OPEB plans is recognized as Deferred amounts and other assets, Accounts payable and other or Other long-term liabilities, on the Consolidated Statements of Financial Position. A plan’s funded status is measured as the difference between the fair value of plan assets and the plan’s projected benefit obligation. Any unrecognized actuarial gains and losses and prior service costs and credits that arise during the period are recognized as a component of OCI, net of tax.

 

Certain regulated utility operations of the Company record regulatory adjustments to reflect the difference between pension expense and OPEB costs for accounting purposes and the pension expense and OPEB costs for ratemaking purposes. Offsetting regulatory assets or liabilities are recorded to the extent pension expense or OPEB costs are expected to be collected from or refunded to customers, respectively, in future rates. In the absence of rate regulation, regulatory balances would not be recorded and pension and OPEB costs would be charged to earnings and OCI on an accrual basis.

 

19



 

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 options (PSO) 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 PSO granted as calculated by the Bloomberg barrier option valuation model and is recognized over the vesting period with a corresponding credit to Additional paid-in capital. The options become exercisable when both performance targets and time vesting requirements have been met. Balances in Additional paid-in capital are transferred to Share capital when the options are exercised.

 

Performance Stock Units (PSU) and Restricted Stock Units (RSU) are cash settled awards for which the related liability is remeasured each reporting period. PSU vest at the completion of a three-year term and RSU vest at the completion of a 35-month term. During the vesting term, compensation expense is recorded based on the number of units outstanding and the current market price of the Company’s shares with an offset to Accounts payable and other or to Other long-term liabilities. The value of the PSU is also dependent on the Company’s performance relative to performance targets set out under the plan.

 

COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES

The Company expenses or capitalizes, as appropriate, expenditures for ongoing compliance with environmental regulations that relate to past or current operations. The Company expenses costs incurred for remediation of existing environmental contamination caused by past operations that do not benefit future periods by preventing or eliminating future contamination. The Company records 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. The Company’s estimates are subject to revision in future periods based on actual costs or new information and are included in Environmental 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. The Company evaluates recoveries from insurance coverage separately from the liability and, when recovery is probable, the Company records and reports 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 analysing available information, the Company determines 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, the Company recognizes the most likely amount, or if no amount is more likely than another, the minimum of the range of probable loss is accrued. The Company expenses legal costs associated with loss contingencies as such costs are incurred.

 

20



 

3.          CHANGES IN ACCOUNTING POLICIES

 

ADOPTION OF NEW STANDARDS

Simplifying the Presentation of Debt Issuance Costs

ASU 2015-03 was issued in April 2015 with the intent to simplify the presentation of debt issuance costs. The new standard requires debt issuance costs related to a recognized debt liability to be presented in the Consolidated Statements of Financial Position as a direct deduction from the carrying amount of that debt liability, as consistent with the presentation of debt discounts or premiums. Further, ASU 2015-15 was issued in August 2015 to clarify the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements, whereby an entity may defer debt issuance costs as an asset and subsequently amortize them over the term of the line-of-credit. The accounting updates are effective for financial statements issued for fiscal years beginning after December 15, 2015 on a retrospective basis. Effective January 1, 2016, the Company adopted ASU 2015-03 on a retrospective basis which, as at December 31, 2015, resulted in a decrease in Deferred amounts and other assets of $149 million (2014 - $116 million) and a corresponding decrease in Long-term debt of $149 million (2014 - $116 million).

 

Amendments to the Consolidation Analysis

ASU 2015-02, issued in February 2015, revises the current consolidation guidance which results in a change in the determination of whether an entity consolidates certain types of legal entities. The new standard is effective for annual and interim reporting periods beginning after December 15, 2015 and may be applied on a full or modified retrospective basis. Effective January 1, 2016, the Company adopted ASU 2015-02 on a modified retrospective basis, which amended and clarified the guidance on VIEs. There was a significant change in the assessment of limited partnerships and other similar legal entities as VIEs, including the removal of the presumption that the general partner should consolidate a limited partnership. As a result, the Company has determined that a majority of the limited partnerships that are currently consolidated or equity accounted for are VIEs. The amended guidance did not impact the Company’s accounting treatment of such entities.

 

Extraordinary and Unusual Items

Effective January 1, 2015, the Company retrospectively adopted ASU 2015-01 which eliminates the concept of extraordinary items from U.S. GAAP. Entities will no longer be required to separately classify and present extraordinary items in the Consolidated Statements of Earnings. There was no material impact to the Company’s consolidated financial statements as a result of adopting this update.

 

Hybrid Financial Instruments Issued in the Form of a Share

ASU 2014-16 was issued in November 2014 with the intent to eliminate the use of different methods in practice in the accounting for hybrid financial instruments issued in the form of a share. The new standard clarifies the evaluation of the economic characteristics and risks of a host contract in these hybrid financial instruments. This accounting update is effective for annual and interim periods beginning after December 15, 2015 and is to be applied on a modified retrospective basis. Effective January 1, 2016, the Company adopted ASU 2014-16 on a modified retrospective basis. The adoption of the pronouncement did not have a material impact on the Company’s consolidated financial statements.

 

Development Stage Entities

ASU 2014-10, issued in June 2014, amended the consolidation guidance to eliminate the development stage entity relief when applying the VIE model and evaluating the sufficiency of equity at risk. This accounting update is effective for annual reporting periods beginning after December 15, 2015. The new standard requires these amendments be applied retrospectively. Effective January 1, 2016, the Company adopted ASU 2014-10 on a retrospective basis. The adoption of the pronouncement did not have a material impact on the Company’s consolidated financial statements.

 

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

Effective January 1, 2015, the Company prospectively adopted ASU 2014-08 which changes the criteria and disclosures for reporting discontinued operations. The revised criteria is expected to result in fewer transactions being categorized as discontinued operations. There was no material impact to the consolidated financial statements as a result of adopting this update.

 

21



 

FUTURE ACCOUNTING POLICY CHANGES

Improvements to Employee Share-Based Payment Accounting

ASU 2016-09 was issued in March 2016 with the intent of simplifying and improving several aspects of accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the Statements of Cash Flows. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The accounting update is effective December 15, 2016.

 

Simplifying the Equity Method of Accounting

ASU 2016-07 was issued in March 2016 with the intent of simplifying the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. Consequently, the equity method of accounting will be applied prospectively from the date significant influence is obtained. The cost of acquiring an additional interest in the investee, if any, will be added to the current basis of the previously held interest. For available-for-sale securities that become eligible for the equity method of accounting, any unrealized gain or loss recorded within AOCI will be recognized in earnings at the date the investment initially qualifies for the use of the equity method. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The accounting update is effective for fiscal years beginning after December 15, 2016, and is to be applied prospectively.

 

Derivative Contract Novations on Existing Hedge Accounting Relationships

ASU 2016-05 was issued in March 2016 with the intent of clarifying that a change in the counterparty derivative instrument does not require de-designation of that hedge accounting relationship provided that all other hedge accounting criteria continue to be met. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The accounting update is effective for fiscal years beginning after December 15, 2016 and may be applied on a prospective or modified retrospective basis.

 

Recognition of Leases

ASU 2016-02 was issued in February 2016 with the intent to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the Consolidated Statements of Financial Position and disclosing additional key information about leasing arrangements. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The accounting update is effective for fiscal years beginning after December 15, 2018, and is to be applied using a modified retrospective approach.

 

Recognition and Measurement of Financial Assets and Liabilities

ASU 2016-01 was issued in January 2016 with the intent to address certain aspects of recognition, measurement, presentation, and disclosure of financial assets and liabilities. The amendments revise accounting related to the classification and measurement of investments in equity securities, the presentation of certain fair value changes for financial liabilities measured at fair value, and the disclosure requirements associated with the fair value of financial instruments. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The accounting update is effective for fiscal years beginning after December 15, 2017, and is to be applied by means of a cumulative-effect adjustment to the Statements of Financial Position as of the beginning of the fiscal year of adoption, with amendments related to equity securities without readily determinable fair values to be applied prospectively.

 

Classification of Deferred Taxes on the Statements of Financial Position

ASU 2015-17 was issued in November 2015 with the intent to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in the Statements of Financial Position. The accounting update is effective for fiscal years beginning after December 15, 2016 and is to be applied on a prospective or retrospective basis. Early application is permitted for all entities as of the beginning of an interim or annual reporting period. Effective January 1, 2016, the Company elected to early adopt ASU 2015-17 and applied the standard on a prospective basis.

 

22



 

Simplifying the Accounting for Measurement-Period Adjustments in Business Combinations

ASU 2015-16 was issued in September 2015 with the intent to simplify the accounting for measurement- period adjustments in business combinations. The new standard requires that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The accounting update is effective for fiscal years beginning after December 15, 2015 and is to be applied on a prospective basis. Effective January 1, 2016, the Company adopted ASU 2015-16 on a prospective basis.

 

Simplifying the Measurement of Inventory

ASU 2015-11 was issued in July 2015 with the intent to simplify the measurement of inventory. The new standard requires inventory to be measured at the lower of cost and net realizable value and is applicable to all inventory, with the exception of inventory measured using last-in, first-out or the retail inventory method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company is currently assessing the impact of the new standard on its consolidated financial statements. The new standard is effective for annual and interim reporting periods beginning after December 15, 2016 and is to be applied on a prospective basis.

 

Measurement Date of Defined Benefit Obligation and Plan Assets

ASU 2015-04 was issued in April 2015 with the intent to simplify the fair value measurement of defined benefit plan assets and obligations. For entities with a fiscal year end that does not coincide with a month end, the new standard permits an entity to measure its defined benefit plan assets and obligations using the month end that is closest to the entity’s fiscal year end. In addition, where there are significant events in an interim period that would trigger a re-measurement of the plan assets and obligations, an entity is also permitted to re-measure such assets and obligations using the month end that is closest to the date of the significant event. The accounting update is effective for financial statements issued for fiscal years beginning after December 15, 2015 and is to be applied on a prospective basis. Effective January 1, 2016, the Company adopted ASU 2015-04 on a prospective basis.

 

Revenue from Contracts with Customers

ASU 2014-09 was issued in May 2014 with the intent of significantly enhancing comparability of revenue recognition practices across entities and industries. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers and introduces new, increased disclosure requirements. In July 2015, the effective date of the new standard was delayed by one year and the new standard is now effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. ASU 2016-08 was issued in March 2016 with the intent of clarifying the implementation guidance on principal versus agent considerations. Further, ASU 2016-10 was issued in April 2016 to clarify guidance on identifying performance obligations and licensing implementation. The effective dates for the amendments are the same as ASU 2014-09. The Company is currently assessing the impact of the new standards on its consolidated financial statements.

 

23



 

4.          SEGMENTED INFORMATION

 

Year ended December 31, 2015

 

Liquids
Pipelines

 

Gas
Distribution

 

Gas
Pipelines
and
Processing

 

Green Power
and
Transmission

 

Energy
Services

 

Eliminations
and Other

 

Consolidated

(millions of Canadian dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

5,589

 

3,609

 

3,803

 

498

 

20,842

 

(547)

 

33,794

 

Commodity and gas distribution costs

 

(9)

 

(2,349)

 

(3,002)

 

4

 

(20,443)

 

558

 

(25,241

)

Operating and administrative

 

(2,849)

 

(536)

 

(522)

 

(143)

 

(66)

 

(132)

 

(4,248

)

Depreciation and amortization

 

(1,227)

 

(308)

 

(272)

 

(186)

 

1

 

(32)

 

(2,024

)

Environmental costs, net of recoveries

 

21

 

-

 

-

 

-

 

-

 

-

 

21

 

Goodwill impairment

 

-

 

-

 

(440)

 

-

 

-

 

-

 

(440

)

 

 

1,525

 

416

 

(433)

 

173

 

334

 

(153)

 

1,862

 

Income/(loss) from equity investments

 

296

 

(10)

 

200

 

2

 

(9)

 

(4)

 

475

 

Other income/(expense)

 

(15)

 

49

 

4

 

2

 

-

 

(742)

 

(702

)

Earnings/(loss) before interest and income taxes

 

1,806

 

455

 

(229)

 

177

 

325

 

(899)

 

1,635

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,624

)

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

(170

)

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(159

)

Loss attributable to noncontrolling interests and redeemable noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

410

 

Preference share dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

(288

)

Loss attributable to Enbridge Inc. common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

(37

)

Additions to property, plant and equipment1

 

5,884

 

858

 

385

 

68

 

-

 

80

 

7,275

 

Total assets

 

52,015

 

9,901

 

11,559

 

4,977

 

1,889

 

4,174

 

84,515

 

 

Year ended December 31, 2014

 

Liquids
Pipelines

 

Gas
Distribution

 

Gas
Pipelines
and
Processing

 

Green Power
and
Transmission

 

Energy
Services

 

Eliminations
and Other

 

Consolidated

(millions of Canadian dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

4,805

 

3,319

 

6,650

 

360

 

23,099

 

(592)

 

37,641

 

Commodity and gas distribution costs

 

(1)

 

(2,082)

 

(5,686)

 

3

 

(22,314)

 

597

 

(29,483

)

Operating and administrative

 

(1,985)

 

(531)

 

(533)

 

(94)

 

(58)

 

(80)

 

(3,281

)

Depreciation and amortization

 

(911)

 

(304)

 

(221)

 

(124)

 

2

 

(19)

 

(1,577

)

Environmental costs, net of recoveries

 

(100)

 

-

 

-

 

-

 

-

 

-

 

(100

)

 

 

1,808

 

402

 

210

 

145

 

729

 

(94)

 

3,200

 

Income/(loss) from equity investments

 

161

 

(14)

 

224

 

3

 

-

 

(6)

 

368

 

Other income/(expense)

 

11

 

44

 

33

 

1

 

1

 

(356)

 

(266

)

Earnings/(loss) before interest and income taxes

 

1,980

 

432

 

467

 

149

 

730

 

(456)

 

3,302

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,129

)

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

(611

)

Earnings from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

1,562

 

Discontinuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from discontinued operations before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

73

 

Income taxes from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

(27

)

Earnings from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

46

 

Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

1,608

 

Earnings attributable to noncontrolling interests and redeemable noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

(203

)

Preference share dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

(251

)

Earnings attributable to Enbridge Inc. common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

1,154

 

Additions to property, plant and equipment1

 

8,914

 

610

 

593

 

333

 

3

 

74

 

10,527

 

Total assets

 

42,231

 

9,643

 

10,423

 

4,547

 

1,342

 

4,555

 

72,741

 

1                  Includes allowance for equity funds used during construction.

 

24



 

The measurement basis for preparation of segmented information is consistent with the significant accounting policies (Note 2).

 

OUT-OF-PERIOD ADJUSTMENT

Earnings attributable to Enbridge Inc. common shareholders for the year ended December 31, 2015 were increased by an out-of-period adjustment of $71 million in respect of an overstatement of deferred income tax expense in 2013 and 2014.

 

GEOGRAPHIC INFORMATION

Revenues1

Year ended December 31,

 

2015

2014

(millions of Canadian dollars)

 

 

 

Canada

 

11,087

14,963

United States

 

22,707

22,678

 

 

33,794

37,641

1                  Revenues are based on the country of origin of the product or service sold.

 

Property, Plant and Equipment

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Canada

30,656

27,420

United States

33,778

26,410

 

 

64,434

53,830

 

5.          FINANCIAL STATEMENT EFFECTS OF RATE REGULATION

 

GENERAL INFORMATION ON RATE REGULATION AND ITS ECONOMIC EFFECTS

A number of businesses within the Company are subject to regulation. The Company’s significant regulated businesses and related accounting impacts are described below.

 

Liquids Pipelines

Canadian Mainline

Canadian Mainline includes the Canadian portion of the mainline system and is subject to regulation by the NEB. Canadian Mainline tolls (excluding Lines 8 and 9) are currently governed by the 10-year CTS, which establishes 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 the Lakehead System and delivery points on the Canadian Mainline downstream of the Lakehead System. The CTS was negotiated with shippers in accordance with NEB guidelines, was approved by the NEB in June 2011 and took effect July 1, 2011. Under the CTS, a regulatory asset is recognized to offset deferred income taxes as a NEB 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 CTS.

 

Southern Lights Pipeline

The United States portion of the Southern Lights Pipeline (Southern Lights US) is regulated by the FERC and the Canadian portion of the Southern Lights Pipeline (Southern Lights Canada) is regulated by the NEB. 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. Tariffs provide for recovery of allowable operating and debt financing costs, plus a pre-determined after-tax rate of return on equity (ROE) of 10%. Southern Lights Pipeline tolls are based on a deemed 70% debt and 30% equity structure.

 

Gas Distribution

Enbridge Gas Distribution

EGD’s gas distribution operations are regulated by the OEB. Rates for the years ended December 31, 2015 and 2014 were set in accordance with parameters established by the customized incentive rate plan (IR Plan). The customized IR Plan was approved in 2014 by the OEB, with modifications, for 2014 through 2018, inclusive of the requested capital investment amounts and an incentive mechanism providing the opportunity to earn above the allowed ROE.

 

25



 

Within annual rate proceedings for 2015 through 2018, the customized IR Plan requires allowed revenues, and corresponding rates, to be updated annually for select items. The OEB also approved the adoption of a new approach for determining net salvage percentages to be included within EGD’s approved depreciation rates, as compared with the traditional approach previously employed. The new approach results in lower net salvage percentages for EGD, and therefore lowers depreciation rates and future removal and site restoration reserves. The customized IR Plan includes an earnings sharing mechanism, whereby any return over the allowed rate of return for a given year under the customized IR Plan will be shared equally with customers.

 

For the year ended December 31, 2013, rates were set pursuant to an OEB approved settlement agreement and decision (the 2013 Settlement) related to its 2013 cost of service rate application. The 2013 Settlement retained the previous deemed equity level but provided for an increase in the allowed ROE. The 2013 Settlement further retained the flow-through nature of the cost of natural gas supply and several other cost categories and provided for OPEB and pension costs, determined on an accrual basis, to be recovered in rates.

 

EGD’s after-tax rate of return on common equity embedded in rates was 9.3% for the year ended December 31, 2015 (2014 - 9.4%) based on a 36% (2014 - 36%) deemed common equity component of capital for regulatory purposes.

 

Enbridge Gas New Brunswick

Enbridge Gas New Brunswick Inc. is regulated by the EUB and currently sets tolls at either market-based or cost of service rates.

 

FINANCIAL STATEMENT EFFECTS

Accounting for rate-regulated activities has resulted in the recognition of the following significant regulatory assets and liabilities:

 

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Regulatory assets/(liabilities)

 

 

Liquids Pipelines

 

 

Deferred income taxes1

1,048

898

Tolling deferrals2

(39)

(39)

Recoverable income taxes3

54

46

Pipeline future abandonment costs4

(47)

-

Transportation revenue adjustments5

11

36

Gas Distribution

 

 

Deferred income taxes6

328

275

Purchased gas variance7

129

673

Pension plans and OPEB8

104

171

Constant dollar net salvage adjustment9

42

37

Unabsorbed demand cost10

66

14

Future removal and site restoration reserves11

(581)

(562)

Site restoration clearance adjustment12

(193)

(283)

Revenue adjustment13

-

(52)

Transaction services deferral14

(9)

(26)

Gas Pipelines and Processing

 

 

Deferred income taxes1

-

24

 

1

The deferred income tax asset represents the regulatory offset to deferred income tax liabilities that are expected to be recovered under flow-through income tax treatment. The recovery period depends on future reversal of temporary differences.

2

The tolling deferrals reflect net tax benefits expected to be refunded through future transportation tolls on Southern Lights Canada. The balance is expected to continue to accumulate through 2018 before being refunded through tolls. Tolling deferrals are not included in the rate base.

 

26



 

3

The recoverable income tax asset represents future revenues to be collected from shippers for Southern Lights US to recover federal income taxes payable on the equity component of AFUDC. The recovery period commenced in 2010 and is approximately 30 years.

4

The pipeline future abandonment costs liability results from amounts collected and set aside in accordance with the NEB’s LMCI to cover future abandonment costs for NEB regulated Canadian pipelines. Funds collected are included in Restricted long-term investments (Note 12). Concurrently, the Company reflects the future abandonment cost as a regulatory liability. The settlement of this balance will occur as pipeline abandonment costs are incurred.

5

The transportation revenue adjustments are the cumulative differences between actual expenses incurred and estimated expenses included in transportation tolls. Transportation revenue adjustments are not included in the rate base. The recovery period is approximately five years, commencing with tolls filed and in effect on January 1, 2015, and dependent on shipper throughput levels.

6

The deferred income tax asset represents the regulatory offset to deferred income tax liabilities to the extent that deferred income taxes are expected to be recovered or refunded through regulator-approved rates. The recovery period depends on future temporary differences. Deferred income taxes in Gas Distribution are excluded from the rate base and do not earn an ROE.

7

The purchased gas variance (PGVA) balance represents the difference between the actual cost and the approved cost of natural gas reflected in rates. EGD has been granted OEB approval to refund this balance to, or to collect this balance from, customers on a rolling 12 month basis via the Quarterly Rate Adjustment Mechanism process. In May 2014, the OEB issued a decision allowing a portion of the PGVA as at June 30, 2014 to be recovered over a 24-month period from July 1, 2014 to June 30, 2016.

8

The pension plans and OPEB balances represent the regulatory offset to pension plan and OPEB obligations to the extent the amounts are expected to be collected from customers in future rates. An OPEB balance of $89 million is being collected over a 20-year period that commenced in 2013. The balance at December 31, 2015 was $75 million (2014 - $84 million). The settlement period for the pension regulatory asset is not determinable. The balances are excluded from the rate base and do not earn an ROE.

9

The constant dollar net salvage adjustment represents the cumulative variance between the amount proposed for clearance and the actual amount cleared, relating specifically to the Site restoration adjustment. Any residual balance at the end of 2018 will be cleared in a post 2018 true up.

10

The unabsorbed demand cost deferral represents the actual cost consequences of unutilized transportation capacity contracted by EGD to meet increased requirements resulting from the Peak Gas Design Day Criteria (PGDDC). EGD updated its PGDDC in 2013 and 2014 and the impact of this update was phased in equally over the two years.

11

The future removal and site restoration reserves balance results from amounts collected from customers by certain businesses, with the approval of the regulator, to fund future costs for removal and site restoration relating to property, plant and equipment. These costs are collected as part of depreciation charged on property, plant and equipment. The balance represents the amount that has been collected from customers, net of actual costs expended on removal and site restoration. The settlement of this balance will occur as future removal and site restoration costs are incurred.

12

The site restoration clearance adjustment represents the amount determined by the OEB of previously collected costs for future removal and site restoration that is considered to be in excess of future requirements and will be refunded to customers over the term of the customized IR Plan. This was a result of the OEB’s approval of the adoption of a new approach for determining net salvage percentages. The new approach resulted in lower depreciation rates and lower future removal and site restoration reserves.

13

The revenue adjustment represents the revenue variance between interim rates, which were in place from January 1, 2014 to September 30, 2014, and the final OEB approved 2014 rates, which were implemented on October 1, 2014, but effective January 1, 2014. The revenue adjustment balance is the 2014 OEB approved revenue adjustment amount that was refunded to customers in January 2015.

14

The transaction services deferral represents the customer portion of additional earnings generated from optimization of storage and pipeline capacity. The balance is expected to be refunded to customers in the following year.

 

OTHER ITEMS AFFECTED BY RATE REGULATION

Allowance for Funds Used During Construction and Other Capitalized Costs

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.

 

Operating Cost Capitalization

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.

 

EGD entered into a consulting contract relating to asset management initiatives. The majority of the costs, primarily consulting fees, are being capitalized to gas mains in accordance with regulatory approval. At December 31, 2015, cumulative costs relating to this consulting contract of $179 million (2014 - $166 million) were included in Property, plant and equipment and are being depreciated over the average service life of 25 years. In the absence of rate regulation, some of these costs would be charged to earnings in the year incurred.

 

27



 

6.          ACQUISITIONS AND DISPOSITIONS

 

ACQUISITIONS

Midstream Business

On February 27, 2015, Enbridge Energy Partners, L.P. (EEP) acquired the midstream business of New Gulf Resources, LLC (NGR) in Leon, Madison and Grimes Counties, Texas for $106 million (US$85 million) in cash and a contingent future payment of up to $21 million (US$17 million), through its partially-owned subsidiary, Midcoast Energy Partners, L.P. (MEP). The acquisition consisted of a natural gas gathering system that is in operation and is presented within the Gas Pipelines and Processing segment. Revenues and earnings of $2 million and nil, respectively, since the date of acquisition were recognized for the year ended December 31, 2015.

 

If the acquisition had occurred on January 1, 2014, changes to revenues and earnings for the years ended December 31, 2015 and 2014 would have been nominal.

 

The following purchase price allocation was completed by the Company:

 

February 27,

2015

(millions of Canadian dollars)

 

Fair value of net assets acquired:

 

Property, plant and equipment

69

Intangible assets

40

 

109

Purchase price:

 

Cash

106

Contingent consideration1

3

1                  The contingent future payment of up to US$17 million is dependent upon NGR’s ability to deliver specified volumes into MEP’s system over a five-year period. The fair value of the contingent future consideration at the acquisition date and as at December 31, 2015 was $3 million (US$2 million) and $3 million (US$2 million), respectively.

 

Magic Valley and Wildcat Wind Farms (Note 10)

On December 31, 2014, Enbridge acquired an 80% controlling interest in Magic Valley, a wind farm located in Texas, and Wildcat, a wind farm located in Indiana, for cash consideration of $394 million (US$340 million). No revenue or earnings were recognized in the year ended December 31, 2014 as the wind farms were acquired on December 31, 2014. The wind farms are included within the Green Power and Transmission segment.

 

If the acquisition had occurred on January 1, 2014, proforma consolidated revenues and earnings for the year ended December 31, 2014 would have increased by $64 million (US$58 million) and $8 million (US$7 million), respectively.

 

The Company has completed its valuation of the acquired assets resulting in the following purchase price allocation.

 

December 31,

2014

(millions of Canadian dollars)

 

Fair value of net assets acquired:

 

Property, plant and equipment

747

Intangible assets

12

Other long-term liabilities

(14)

Noncontrolling interests1 (Note 20)

(351)

 

394

Purchase price:

 

Cash

394

1                  The fair value of the noncontrolling interests was determined using a combination of the implied purchase price for the remaining 20% interest and discounted cash flow models.

 

28



 

OTHER ACQUISITIONS

In November 2015, the Company acquired a 100% interest in the 103-megawatt (MW) New Creek Wind Project (New Creek) for cash consideration of $48 million (US$36 million), with $35 million (US$26 million) of the purchase price allocated to Property, plant and equipment and the remainder allocated to Intangible assets. New Creek is targeted to be in service in December 2016.

 

In December 2014, the Company acquired an incremental 30% interest in the Massif du Sud Wind Project (Massif du Sud) for cash consideration of $102 million, bringing its total interest in the wind project to 80%. The Company acquired its original 50% interest in Massif du Sud in December 2012. The Company’s interest in Massif du Sud represents an undivided interest, with $97 million of the incremental purchase allocated to Property, plant and equipment and the remainder allocated to Intangible assets. Massif du Sud is operational.

 

In October 2014, the Company acquired an incremental 17.5% interest in the Lac Alfred Wind Project (Lac Alfred) for cash consideration of $121 million, bringing its total interest in the wind project to 67.5%. The Company acquired its original 50% interest in Lac Alfred in December 2011. The Company’s interest in Lac Alfred represents an undivided interest, with $115 million of the incremental purchase allocated to Property, plant and equipment and the remainder allocated to Intangible assets. Lac Alfred is operational.

 

The New Creek, Massif du Sud and Lac Alfred wind projects are included within the Green Power and Transmission segment.

 

OTHER DISPOSITIONS

In August 2015, the Company sold its 77.8% controlling interest in the Frontier Pipeline Company, which holds pipeline assets located in the midwest United States, to unrelated parties for gross proceeds of $112 million (US$85 million). A gain of $70 million (US$53 million) was presented within Other expense on the Consolidated Statements of Earnings. These amounts are included within the Liquids Pipelines segment.

 

In May 2015, the Fund sold certain of its crude oil pipeline system assets within the Liquids Pipelines segment to an unrelated party for gross proceeds of $26 million. A gain of $22 million was presented within Other expense on the Consolidated Statements of Earnings.

 

In November 2014, the Company sold one of its non-core assets within Enbridge Offshore Pipelines (Offshore), which include pipeline facilities located in Louisiana, to an unrelated party for $7 million (US$7 million). A gain of $22 million (US$19 million) was presented within Other expense on the Consolidated Statements of Earnings. These assets were included within the Gas Pipelines and Processing segment.

 

In July 2014, the Company sold a 35% equity interest in the Southern Access Extension Project within the Liquids Pipelines segment, a pipeline project then under construction, to an unrelated party for gross proceeds of $73 million (US$68 million). As the fair value of the consideration received equalled the carrying value of the asset sold, no gain or loss was recognized on the sale (Note 11).

 

In March 2014, the Company sold an Alternative and Emerging Technologies investment within Eliminations and Other to an unrelated party for $19 million. A gain of $16 million was presented within Other expense on the Consolidated Statements of Earnings.

 

29



 

7.          ACCOUNTS RECEIVABLE AND OTHER

 

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Unbilled revenues

2,476

2,218

Trade receivables

1,079

1,168

Taxes receivable

175

522

Regulatory assets

216

567

Short-term portion of derivative assets (Note 24)

791

568

Prepaid expenses and deposits

181

103

Current deferred income taxes (Note 25)

367

245

Dividends receivable

26

26

Other

164

129

Allowance for doubtful accounts

(45)

(42)

 

5,430

5,504

 

Pursuant to a Receivables Purchase Agreement (the Receivables Agreement) executed in 2013, certain trade and accrued receivables (the Receivables) have been sold by certain of EEP’s subsidiaries to an Enbridge wholly-owned special purpose entity (SPE). The Receivables owned by the SPE are not available to Enbridge except through its 100% ownership in such SPE. The Receivables Agreement provides for purchases to occur on a monthly basis through to December 2016, provided accumulated purchases net of collections do not exceed US$450 million at any one point. The value of trade and accrued receivables outstanding owned by the SPE totalled US$317 million ($439 million) and US$378 million ($439 million) as at December 31, 2015 and 2014, respectively.

 

8.          INVENTORY

 

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Natural gas

627

678

Crude oil

477

452

Other commodities

7

18

 

1,111

1,148

 

30



 

9.          PROPERTY, PLANT AND EQUIPMENT

 

 

Weighted Average

 

December 31,

Depreciation Rate

2015

2014

(millions of Canadian dollars)

 

 

 

Liquids Pipelines1

 

 

 

Pipeline

2.7%

31,092

22,007

Pumping equipment, buildings, tanks and other

3.1%

14,319

12,230

Land and right-of-way

2.4%

1,221

1,077

Under construction

-

6,002

7,449

 

 

52,634

42,763

Accumulated depreciation

 

(8,233)

(6,655)

 

 

44,401

36,108

Gas Distribution

 

 

 

Gas mains, services and other

3.0%

8,819

8,427

Land and right-of-way

1.0%

85

84

Under construction

-

902

352

 

 

9,806

8,863

Accumulated depreciation

 

(2,379)

(2,256)

 

 

7,427

6,607

Gas Pipelines and Processing

 

 

 

Pipeline

2.7%

3,557

2,888

Compressors, meters and other operating equipment

3.4%

3,864

2,957

Processing and treating plants

2.5%

869

599

Pumping equipment, buildings, tanks and other

5.0%

275

246

Land and right-of-way

2.3%

680

511

Under construction

-

956

1,204

 

 

10,201

8,405

Accumulated depreciation

 

(2,003)

(1,505)

 

 

8,198

6,900

Green Power and Transmission

 

 

 

Wind turbines, solar panels and other

4.1%

4,311

3,829

Power transmission

1.8%

387

368

Land and right-of-way

4.2%

45

28

Under construction

-

51

210

 

 

4,794

4,435

Accumulated depreciation

 

(600)

(404)

 

 

4,194

4,031

Energy Services

 

 

 

Pumping equipment and other

3.4%

34

26

Under construction

-

-

5

 

 

34

31

Accumulated depreciation

 

(13)

(9)

 

 

21

22

Eliminations and Other

 

 

 

Vehicles, office furniture, equipment and other

6.1%

331

306

 

 

331

306

Accumulated depreciation

 

(138)

(144)

 

 

193

162

 

 

64,434

53,830

1                  In July 2014, $62 million of Property, plant and equipment was disposed as part of the sale of a 35% equity interest in the Southern Access Extension Project. The remaining balance of $136 million in Property, plant and equipment was reclassified to Long-term investments (Note 11).

 

Depreciation expense for the year ended December 31, 2015 was $1,852 million (2014 - $1,461 million).

 

31



 

IMPAIRMENT

The Company recorded impairment charges of $96 million, of which $80 million related to EEP’s Berthold rail facility, included within the Liquids Pipelines segment, due to contracts that have not been renewed beyond 2016. The remaining $16 million in impairment charges relate to EEP’s non-core Louisiana propylene pipeline asset, included within the Gas Pipelines and Processing segment, following finalization of a contract restructuring with the primary customer.

 

The impairment charges were based on the amount by which the carrying values of the assets exceeded fair value, determined using expected discounted future cash flows, and were presented within Operating and administrative expense on the Consolidated Statements of Earnings.

 

DISCONTINUED OPERATIONS

In March 2014, the Company completed the sale of certain of its Offshore assets located within the Stingray corridor to an unrelated third party for cash proceeds of $11 million (US$10 million), subject to working capital adjustments. The gain of $70 million (US$63 million), which resulted from the cash proceeds and the disposition of net liabilities held for sale of $59 million (US$53 million), is presented as Earnings from discontinued operations. The results of operations, including revenues of $4 million and related cash flows, have also been presented as discontinued operations for the year ended December 31, 2014. These Offshore assets were included within the Gas Pipelines and Processing segment.

 

10.    VARIABLE INTEREST ENTITIES

 

The Company is required to consolidate a VIE in which the Company is the primary beneficiary. 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.

 

The Company assesses all aspects of its interest in the entity and uses its judgment when determining if the Company is 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. A reassessment of the primary beneficiary conclusion is conducted when there are changes in the facts and circumstances related to a VIE.

 

MAGICAT HOLDCO LLC

Through its 80% controlling interest in Magicat Holdco LLC acquired on December 31, 2014, the Company is the primary beneficiary of the Magic Valley and Wildcat wind farms (Note 6). These wind farms are partially financed by tax equity investors and are considered VIEs by virtue of the Company’s voting rights, its power to direct the activities that most significantly impact the economic performance of the wind farms and the obligation to absorb losses. Magicat Holdco LLC is included within the Green Power and Transmission segment.

 

As at December 31, 2015, the Company’s investment in the Magic Valley and Wildcat wind farms was $394 million (2014 - $394 million).

 

KEECHI HOLDINGS L.L.C.

The Company initiated construction of the Keechi Wind Project on January 6, 2014. In January 2015, the tax equity investor financed 65% of the project and the wind farm was considered a VIE by virtue of the Company’s voting rights, its power to direct the activities that most significantly impact the economic performance of the wind farm and its obligation to absorb losses. Through its position as a managing member and having substantive participation rights in Keechi Wind, LLC the Company is considered the primary beneficiary of the Keechi Wind Project in Texas. Keechi Holdings L.L.C. is included within the Green Power and Transmission segment.

 

As at December 31, 2015, the Company has contributed $204 million (2014 - $168 million) to Keechi Holdings L.L.C.

 

32



 

At December 31, 2015, the Company’s consolidated balance sheet includes total assets of $1,147 million (2014 - $970 million) and total liabilities of $49 million (2014 - $44 million) related to the Magic Valley and Wildcat wind farms and the Keechi Creek Wind Project.

 

The assets of these VIEs can only be used to settle their obligations. Enbridge does not have an obligation to provide financial support to these VIEs other than an indirect obligation, as prescribed by the terms of certain indemnities and guarantees, to pay the liabilities of the wind farms in the event of a default.

 

The tax equity investors of these VIEs have priority in the allocation of distributions and tax deductions and credits generated by the project until it achieves a specified return. The Company has an option to purchase the tax equity investors’ interest in the project after it has achieved its target return at the greater of fair market value or an amount that would provide the tax equity investors with an internal rate of return specified in the agreements.

 

ENBRIDGE INCOME FUND

The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the Province of Alberta and is considered a VIE by virtue of its capital structure. The Company is the primary beneficiary of the Fund through its combined 89.2% (2014 - 66.4%) economic interest held indirectly through a common investment in ENF, a direct common interest in the Fund, a preferred unit investment in ECT, a direct common interest in Enbridge Income Partners GP Inc. and a direct common interest in EIPLP. At December 31, 2015, the Company’s direct common interest in the Fund was 49.2% (2014 - 11.9%). As a result of the Canadian Restructuring Plan (Note 1), the Company received ordinary trust units of the Fund and common equity units in EIPLP as part of the consideration, increasing the Company’s economic interest in the Fund Group, as well as its direct common unit interest in the Fund. Enbridge also serves in the capacity of Manager of ENF and the Fund Group. The Fund’s assets and liabilities and its operating results are included within the Liquids Pipelines, Gas Pipelines and Processing and Green Power and Transmission segments.

 

As at December 31, 2015, the Company’s consolidated balance sheet includes total assets of $113 million (2014 - $4,085 million) and total liabilities of $2,601 million (2014 - $3,213 million) related to the Fund. Certain of the Company’s subsidiaries provide unconditional guarantees of the Fund’s debt of $2,404 million (2014 - $2,544 million); however, the creditors of the Fund have no recourse to the general credit of the Company.

 

ENBRIDGE COMMERCIAL TRUST

As a result of the Canadian Restructuring Plan (Note 1), on September 1, 2015, ECT, previously a direct subsidiary of the Fund and consolidated by the Fund, amended its trust indenture to enable Enbridge to appoint the majority of the Trustees to ECT’s Board of Trustees resulting in the lack of decision making ability for the holders of the common trust units of ECT. As a result, ECT is considered to be a VIE and although Enbridge does not have a common equity interest in ECT, the Company is considered to be the primary beneficiary of ECT. Enbridge also serves in the capacity of Manager of ECT, as part of the Fund Group.

 

At December 31, 2015, the Company’s consolidated balance sheet did not include any significant assets or liabilities related to ECT.

 

33



 

11.    LONG-TERM INVESTMENTS

 

 

Ownership

 

 

December 31,

Interest

2015

2014

(millions of Canadian dollars)

 

 

 

EQUITY INVESTMENTS

 

 

 

Liquids Pipelines

 

 

 

Seaway Crude Pipeline System

50.0%

3,251

2,782

Southern Access Extension Project

65.0%

713

263

Enbridge Rail (Philadelphia) L.L.C.

75.0%

168

7

Other

30.0% - 43.9%

69

58

Gas Distribution

 

 

 

Noverco Common Shares

38.9%

-

-

Gas Pipelines and Processing

 

 

 

Texas Express Pipeline

35.0%

515

442

Alliance Pipeline

50.0%

427

374

Aux Sable

42.7% - 50.0%

344

311

Vector Pipeline

60.0%

159

141

Offshore - various joint ventures

22.0% - 74.3%

479

429

Other

33.3% - 70.0%

12

10

Green Power and Transmission

 

 

 

Rampion offshore wind project1

24.9%

201

-

Other

24.9% - 50.0%

94

92

Eliminations and Other

 

 

 

Other

19.0% - 21.0%

27

22

OTHER LONG-TERM INVESTMENTS

 

 

 

Gas Distribution

 

 

 

Noverco Preferred Shares

 

359

323

Green Power and Transmission

 

 

 

Emerging Technologies and Other

 

54

55

Eliminations and Other

 

 

 

Enbridge Insurance (Barbados Oil) Limited

 

35

23

Enbridge (U.S.) Inc.

 

35

29

Other

 

66

47

 

 

7,008

5,408

 

1                  On November 4, 2015, Enbridge acquired a 24.9% equity interest in Rampion Offshore Wind Limited.

 

Equity investments include the unamortized excess of the purchase price over the underlying net book value of the investees’ assets at the purchase date, which is comprised of $885 million (2014 - $742 million) in Goodwill and $568 million (2014 - $494 million) in amortizable assets.

 

For the year ended December 31, 2015, dividends received from equity investments was $719 million (2014 - $564 million).

 

Summarized combined financial information of the Company’s interest in unconsolidated equity investments is as follows:

 

Year ended December 31,

 

2015

2014

(millions of Canadian dollars)

 

 

 

Revenues

 

1,557

1,790

Commodity costs

 

(369)

(661)

Operating and administrative expense

 

(376)

(444)

Depreciation and amortization

 

(274)

(232)

Other income/(expense)

 

4

(1)

Interest expense

 

(67)

(84)

Earnings before income taxes

 

475

368

 

34



 

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Current assets

389

472

Property, plant and equipment, net

6,602

5,214

Deferred amounts and other assets

40

34

Intangible assets, net

64

77

Goodwill

885

742

Current liabilities

(500)

(712)

Long-term debt

(854)

(811)

Other long-term liabilities

(167)

(85)

Net assets

6,459

4,931

 

Alliance Pipeline

Certain assets of the Alliance Pipeline are pledged as collateral to Alliance Pipeline lenders.

 

Southern Access Extension Project

On July 1, 2014, under an agreement with an unrelated third party, the Company sold a 35% equity interest in the Southern Access Extension Project (the Project). Prior to this sale, the subsidiary executing the Project was wholly-owned and consolidated within the Liquids Pipelines segment. The Company concluded that under the agreement, the purchaser of the 35% equity interest is entitled to substantive participating rights; however, the Company continues to exercise significant influence. As a result, effective July 1, 2014, the Company discontinued consolidation of the Project and recognized its remaining 65% equity interest as a long-term equity investment within the Liquids Pipelines segment.

 

Noverco

As at December 31, 2015, Enbridge owned an equity interest in Noverco through ownership of 38.9% (2014 - 38.9%) of its common shares and an investment in preferred shares. The preferred shares are entitled to a cumulative preferred dividend based on the average yield of Government of Canada bonds maturing in 10 years plus a range of 4.3% to 4.4%.

 

As at December 31, 2015, Noverco owned an approximate 3.6% (2014 - 3.6%) reciprocal shareholding in common shares of Enbridge. Through secondary offerings, Noverco sold 1.3 million common shares in 2014. The transaction was recognized as an issuance of treasury stock on the Consolidated Statements of Changes in Equity.

 

As a result of Noverco’s reciprocal shareholding in Enbridge common shares, the Company has an indirect pro-rata interest of 1.4% (2014 - 1.4%) in its own shares. Both the equity investment in Noverco and shareholders’ equity have been reduced by the reciprocal shareholding of $83 million at December 31, 2015 (2014 - $83 million). Noverco records dividends paid by the Company as dividend income and the Company eliminates these dividends from its equity earnings of Noverco. The Company records its pro-rata share of dividends paid by the Company to Noverco as a reduction of dividends paid and an increase in the Company’s investment in Noverco.

 

Rampion Offshore Wind Project

In November 2015, Enbridge announced the acquisition of a 24.9% interest in the 400 MW Rampion Offshore Wind Project (the Rampion project) in the United Kingdom (UK), located 13 kilometres (8 miles) off the UK Sussex coast at its nearest point. The Company’s total investment in the project through construction is expected to be approximately $750 million (£370 million). The Rampion project was developed and is being constructed by E.ON Climate & Renewables UK Limited, a subsidiary of E.ON SE (E.ON). Construction of the wind farm began in September 2015 and it is expected to be fully operational in 2018. The Rampion project is backed by revenues from the UK’s fixed price Renewable Obligation certificates program and a 15-year power purchase agreement. Under the terms of the purchase agreement, Enbridge became one of the three shareholders in Rampion Offshore Wind Limited which owns the Rampion project with the UK Green Investment Bank plc holding a 25% interest and E.ON retaining the balance of 50.1% interest. Enbridge’s portion of the costs incurred to date is approximately $201 million (£96.9 million) presented in Long-term investments.

 

35



 

12.    RESTRICTED LONG-TERM INVESTMENTS

 

Effective January 1, 2015, the Company began collecting and setting aside funds to cover future pipeline abandonment costs for all NEB regulated pipelines as a result of the NEB’s regulatory requirements under LMCI. The funds collected are held in trusts in accordance with the NEB decision. The funds collected from shippers are reported within Transportation and other services revenues on the Consolidated Statements of Earnings and Restricted long-term investments on the Consolidated Statements of Financial Position. Concurrently, the Company reflects the future abandonment cost as an increase to Operating and administrative expense on the Consolidated Statements of Earnings and Other long-term liabilities on the Consolidated Statements of Financial Position.

 

As at December 31, 2015, the Company had restricted long-term investments held in trust, invested in Canadian Treasury bonds, and are classified as held for sale and carried at fair value of $49 million (2014 - nil). As at December 31, 2015, the Company had estimated future abandonment costs of $48 million (2014 - nil) and restricted cash of nil (2014 - nil) related to LMCI.

 

13.    DEFERRED AMOUNTS AND OTHER ASSETS

 

December 31,

2015

2014

(millions of Canadian dollars)

 

 

Regulatory assets (Note 5)

1,661

1,751

Long-term portion of derivative assets (Note 24)

373

199

Affiliate long-term notes receivable (Note 30)

152

183

Contractual receivables

432

382

Deferred financing costs

52

51

Other

490

526

 

3,160

3,092

 

As at December 31, 2015, deferred amounts of $406 million (2014 - $366 million) were subject to amortization and are presented net of accumulated amortization of $193 million (2014 - $189 million). Amortization expense for the year ended December 31, 2015 was $55 million (2014 - $38 million).

 

14.    INTANGIBLE ASSETS

 

 

Weighted Average

 

Accumulated

 

December 31, 2015

Amortization Rate

Cost

Amortization

Net

(millions of Canadian dollars)

 

 

 

 

Software

11.6%

1,295

516

779

Natural gas supply opportunities

4.0%

484

122

362

Power purchase agreements

3.8%

94

11

83

Land leases, permits and other

4.2%

163

39

124

 

 

2,036

688

1,348

 

 

 

 

 

 

Weighted Average

 

Accumulated

 

December 31, 2014

Amortization Rate

Cost

Amortization

Net

(millions of Canadian dollars)

 

 

 

 

Software

12.9%

1,049

337

712

Natural gas supply opportunities

3.7%

340

83

257

Power purchase agreements

3.4%

113

11

102

Land leases, permits and other

4.0%

124

29

95

 

 

1,626

460

1,166

 

Total amortization expense for intangible assets was $158 million (2014 - $106 million) for the year ended December 31, 2015. The Company expects amortization expense for intangible assets for the years ending December 31, 2016 through 2020 of $180 million, $160 million, $144 million, $130 million and $117 million, respectively.

 

36



 

15.    GOODWILL

 

 

Liquids

Pipelines

Gas

Distribution

Gas

Pipelines
and

Processing4

 

Green Power
and
Transmission

Energy
Services

Eliminations
and Other

Consolidated

(millions of Canadian dollars)

 

 

 

 

 

 

 

Balance at January 1, 2014

52

-

393

-

-

-

445

Foreign exchange and other

3

-

35

-

-

-

38

Balance at December 31, 2014

55

-

428

-

-

-

483

Foreign exchange and other

5

-

30

-

2

-

37

Impairment

-

-

(440)

-

-

-

(440)

Balance at December 31, 2015

60

-

18

-

2

-

80

 

GAS PIPELINES AND PROCESSING

Impairment

During the year ended December 31, 2015, the Company recorded an impairment charge of $440 million ($167 million after-tax attributable to Enbridge) related to EEP’s natural gas and NGL businesses, which EEP holds directly and indirectly through its partially-owned subsidiary, MEP. Due to a prolonged decline in commodity prices, reduction in producers’ expected drilling programs negatively impacted forecasted cash flows from EEP’s natural gas and NGL systems. This change in circumstance led to the completion of an impairment test, resulting in a full impairment of goodwill on EEP’s natural gas and NGL businesses.

 

In performing the impairment assessment, EEP measured the fair value of its reporting units primarily by using a discounted cash flow analysis and it also considered overall market capitalization of its business, cash flow measurement data and other factors. EEP’s estimate of fair value required it to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of its reporting units.

 

The Company did not recognize any goodwill impairment for the year ended December 31, 2014.

 

16.    ACCOUNTS PAYABLE AND OTHER

 

December 31,

 

2015

 

2014

(millions of Canadian dollars)

 

 

 

 

Operating accrued liabilities

 

3,028

 

2,939

Trade payables

 

561