GOODWILL



	Liquids Pipelines		Gas Transmission & Midstream		Gas Distribution		Green Power and Transmission	Energy Services	Eliminations and Other		Consolidated
(millions of Canadian dollars)
Gross Cost
Balance at January 1, 2016	60		458		7		—	2	13		540
Foreign exchange and other	(1	)	(1	)	—		—	—	—		(2	)
Balance at December 31, 2016	59		457		7		—	2	13		538
Acquired in Merger Transaction (Note 7)	8,070		22,914		5,672		—	—	—		36,656
Sabal Trail deconsolidation (Note 12)	—		(966	)							(966	)
Disposition	(29	)	—		—		—	—	—		(29	)
Foreign exchange and other	(314	)	(866	)	—		—	—	—		(1,180	)
Balance at December 31, 2017	7,786		21,539		5,679		—	2	13		35,019
Accumulated Impairment
Balance at January 1, 2016	—		(440	)	(7	)	—	—	(13	)	(460	)
Impairment	—		—		—		—	—	—		—
Balance at December 31, 2016	—		(440	)	(7	)	—	—	(13	)	(460	)
Impairment	—		(102	)	—		—	—	—		(102	)
Balance at December 31, 2017	—		(542	)	(7	)	—	—	(13	)	(562	)
Carrying Value
Balance at December 31, 2016	59		17		—		—	2	—		78
Balance at December 31, 2017	7,786		20,997		5,672		—	2	—		34,457

ACQUISITION AND DISPOSITION

In 2017, we recognized $36.7 billion of goodwill on the Merger Transaction and derecognized $29 million of goodwill on the disposition of Olympic Pipeline.

IMPAIRMENT

Gas Transmission and Midstream

US Midstream

During the year ended December 31, 2017, we recorded a goodwill impairment charge of $102 million related to certain assets in our Gas Transmission and Midstream segment classified as held for sale (Note 7). Goodwill was allocated to certain disposal groups qualifying as a business based on a relative fair value approach. In connection with the write-down of the carrying values of the assets held for sale to its fair value less costs to sell, the related goodwill was impaired. The fair value of these assets were estimated using the discounted cash flow method, which was negatively impacted by prolonged decline in commodity prices and deteriorating business performance. We also performed goodwill impairment testing on the associated gas midstream reporting unit resulting in no additional impairment charge.

The estimate of the gas midstream reporting unit’s fair value required the use of significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of the reporting unit.

Enbridge Energy Partners, L.P.

During the year ended December 31, 2015, we recorded a goodwill impairment loss of $440 million ($167 million after-tax attributable to us) related to EEP’s natural gas and NGL businesses, which EEP held 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.