DEBT

CREDIT FACILITIES

The following table provides details of our committed credit facilities as at September 30, 2018:



		September 30, 2018
	Maturity	Total Facilities	Draws¹	Available
(millions of Canadian dollars)
Enbridge Inc.	2019-2023	5,602	2,330	3,272
Enbridge (U.S.) Inc.	2019	1,829	—	1,829
Enbridge Energy Partners, L.P.²	2019-2022	3,167	2,210	957
Enbridge Gas Distribution Inc. (EGD)	2019-2020	1,017	779	238
Enbridge Income Fund	2020	1,500	9	1,491
Enbridge Pipelines Inc.	2020	3,000	1,214	1,786
Spectra Energy Partners, LP³	2022	3,232	2,153	1,079
Union Gas Limited (Union Gas)	2021	700	481	219
Total committed credit facilities		20,047	9,176	10,871


1	Includes facility draws, letters of credit and commercial paper issuances that are back-stopped by credit facilities.


2	Includes $239 million (US$185 million) of commitments that expire in 2020.


3	Includes $435 million (US$336 million) of commitments that expire in 2021.

During the second quarter of 2018, Enbridge (U.S.) Inc. terminated a US$500 million credit facility, which was scheduled to mature in 2019, and repaid drawn amounts. In addition, an unutilized Enbridge US$100 million credit facility expired.

During the first quarter of 2018, Enbridge terminated a US$650 million credit facility, which was scheduled to mature in 2019, and repaid drawn amounts. In addition, Enbridge (U.S.) Inc. terminated an unutilized US$950 million credit facility, which was scheduled to mature in 2019.

During the first quarter of 2018, Westcoast Energy Inc. terminated an unutilized $400 million credit facility with a syndicate of banks. The facility was acquired in conjunction with the Merger Transaction and was scheduled to mature in 2021.

In addition to the committed credit facilities noted above, we maintain $790 million of uncommitted demand credit facilities, of which $564 million were unutilized as at September 30, 2018. As at December 31, 2017, we had $792 million of uncommitted credit facilities, of which $518 million were unutilized.

Our credit facilities carry a weighted average standby fee of 0.2% per annum on the unused portion and draws bear interest at market rates. Certain credit facilities serve as a back-stop to the commercial paper programs and we have the option to extend such facilities, which are currently scheduled to mature from 2019 to 2023.

As at September 30, 2018 and December 31, 2017, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year of $7,534 million and $10,055 million, respectively, were supported by the availability of long-term committed credit facilities and therefore have been classified as long-term debt.

LONG-TERM DEBT ISSUANCES

During the nine months ended September 30, 2018, we completed the following long-term debt issuances:



Company	Issue Date		Principal Amount
(millions of Canadian dollars, unless otherwise stated)
Enbridge Inc.
	March 2018	Fixed-to-floating rate subordinated notes due 2078¹	US$850
	April 2018	Fixed-to-floating rate subordinated notes due 2078²	$750
	April 2018	Fixed-to-floating rate subordinated notes due 2078³	US$600
Spectra Energy Partners, LP⁴
	January 2018	3.50% senior notes due 2028	US$400
	January 2018	4.15% senior notes due 2048	US$400


1	Notes mature in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 6.25%. Subsequently, the interest rate will be set to equal the three-month London Interbank Offered Rate (LIBOR) plus a margin of 364 basis points from years 10 to 30, and a margin of 439 basis points from years 30 to 60.


2	Notes mature in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 6.625%. Subsequently, the interest rate will be set to equal the Canadian Dollar Offered Rate plus a margin of 432 basis points from years 10 to 30, and a margin of 507 basis points from years 30 to 60.


3	Notes mature in 60 years and are callable on or after year five. For the initial five years, the notes carry a fixed interest rate of 6.375%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 359 basis points from years five to 10, a margin of 384 basis points from years 10 to 25, and a margin of 459 basis points from years 25 to 60.


4	Issued through Texas Eastern Transmission, LP, a wholly-owned operating subsidiary of SEP.

LONG-TERM DEBT REPAYMENTS

During the nine months ended September 30, 2018, we completed the following long-term debt repayments:



Company	Retirement/Repayment Date		Principal Amount	Cash Consideration¹
(millions of Canadian dollars, unless otherwise stated)
Enbridge Energy Partners, L.P.
	April 2018	6.50% senior notes	US$400
Enbridge Pipelines (Southern Lights) L.L.C
	June 2018	3.98% medium-term notes due June 2040	US$20
Enbridge Southern Lights LP
	January 2018	4.01% medium-term notes due June 2040	$9
	July 2018	4.01% medium-term notes due June 2040	$8
Midcoast Energy Partners, L.P.
Redemption²
	July 2018	3.56% senior notes due September 2019	US$75	US$76
	July 2018	4.04% senior notes due September 2021	US$175	US$182
	July 2018	4.42% senior notes due September 2024	US$150	US$161
Spectra Energy Capital, LLC
Repurchase via Tender Offer²
	March 2018	6.75% senior unsecured notes due 2032	US$64	US$80
	March 2018	7.50% senior unsecured notes due 2038	US$43	US$59
Redemption²
	March 2018	5.65% senior unsecured notes due 2020	US$163	US$172
	March 2018	3.30% senior unsecured notes due 2023	US$498	US$508
Repayment
	April 2018	6.20% senior notes	US$272
	July 2018	6.75% senior notes	US$118
Spectra Energy Partners, LP
	September 2018	2.95% senior notes	US$500
Union Gas Limited
	April 2018	5.35% medium-term notes	$200
	August 2018	8.75% debenture	$125
Westcoast Energy Inc.
	May 2018	6.90% senior secured notes	$13
	May 2018	4.34% senior secured notes	$4
	September 2018	8.50% debenture	$150


1	Cash consideration disclosed for repayments where the cash paid differs from the principal amount.


2	The loss on debt extinguishment of $64 million (US$50 million), net of a fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.

SUBORDINATED TERM NOTES

As at September 30, 2018 and December 31, 2017, our fixed-to-floating subordinated term notes had a principal value of $7,053 million and $4,344 million, respectively.

FAIR VALUE ADJUSTMENT

As at September 30, 2018, the net fair value adjustment for total debt assumed in the Merger Transaction was $975 million. During the three and nine months ended September 30, 2018, the amortization of the fair value adjustment, recorded as a reduction to Interest expense in the Consolidated Statements of Earnings, was $23 million and $112 million, respectively.

DEBT COVENANTS

Our credit facility agreements and term debt indentures include standard events of default and covenant provisions whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at September 30, 2018, we were in compliance with all debt covenants.