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CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 3 Months Ended
Mar. 31, 2019
Condensed Financial Information Disclosure [Abstract]  
CONDENSED CONSOLIDATING FINACIAL INFORMATION CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On January 22, 2019, Enbridge entered into supplemental indentures with its wholly-owned subsidiaries, the Partnerships, pursuant to which Enbridge fully and unconditionally guaranteed, on a senior unsecured basis, the payment obligations of the Partnerships with respect to the outstanding series of notes issued under the respective indentures of the Partnerships. Concurrently, the Partnerships entered into a subsidiary guarantee agreement pursuant to which they guaranteed, on a senior unsecured basis, the outstanding series of senior notes of Enbridge. As a result of the guarantees, holders of any of the outstanding guaranteed notes of the Partnerships are in the same position with respect to the net assets, income and cash flows of Enbridge as holders of Enbridge's outstanding guaranteed notes, and vice versa. Other than the Partnerships, Enbridge subsidiaries (including the subsidiaries of the Partnerships, collectively, the Subsidiary Non-Guarantors), are not parties to the subsidiary guarantee agreement and have not otherwise guaranteed any of Enbridge's outstanding series of senior notes.

Consenting SEP notes and EEP notes under Guarantee
SEP Notes1
EEP Notes2
Floating Rate Senior Notes due 2020
5.200% Notes due 2020
4.600% Senior Notes due 2021
4.375% Notes due 2020
4.750% Senior Notes due 2024
4.200% Notes due 2021
3.500% Senior Notes due 2025
5.875% Notes due 2025
3.375% Senior Notes due 2026
5.950% Notes due 2033
5.950% Senior Notes due 2043
6.300% Notes due 2034
4.500% Senior Notes due 2045
7.500% Notes due 2038
 
5.500% Notes due 2040
 
7.375% Notes due 2045
1
As at March 31, 2019, the aggregate outstanding principal amount of SEP notes was approximately US$3.9 billion.
2
As at March 31, 2019, the aggregate outstanding principal amount of EEP notes was approximately US$4.0 billion.

Enbridge Notes under Guarantees
USD Denominated1
CAD Denominated2
Senior Floating Rate Notes due 2020
Senior Floating Rate Notes due 2019
Senior Floating Rate Notes due 2020
4.770% Senior Notes due 2019
2.900% Senior Notes due 2022
4.530% Senior Notes due 2020
4.000% Senior Notes due 2023
4.850% Senior Notes due 2020
3.500% Senior Notes due 2024
4.260% Senior Notes due 2021
4.250% Senior Notes due 2026
3.160% Senior Notes due 2021
3.700% Senior Notes due 2027
4.850% Senior Notes due 2022
4.500% Senior Notes due 2044
3.190% Senior Notes due 2022
5.500% Senior Notes due 2046
3.940% Senior Notes due 2023
 
3.940% Senior Notes due 2023
 
3.950% Senior Notes due 2024
 
3.200% Senior Notes due 2027
 
6.100% Senior Notes due 2028
 
7.220% Senior Notes due 2030
 
7.200% Senior Notes due 2032
 
5.570% Senior Notes due 2035
 
5.750% Senior Notes due 2039
 
5.120% Senior Notes due 2040
 
4.240% Senior Notes due 2042
 
4.570% Senior Notes due 2044
 
4.870% Senior Notes due 2044
 
4.560% Senior Notes due 2064
1
As at March 31, 2019, the aggregate outstanding principal amount of the Enbridge United States dollar denominated notes was approximately US$5.9 billion.
2
As at March 31, 2019, the aggregate outstanding principal amount of the Enbridge Canadian dollar denominated notes was approximately $7.8 billion.

In accordance with Rule 3-10 of the SEC's Regulation S-X, which provides an exemption from the reporting requirements of the Securities Exchange Act of 1934 for subsidiary issuers of guaranteed securities and subsidiary guarantors, in lieu of filing separate financial statements for each of the Partnerships, we have included the accompanying condensed consolidating financial information with separate columns representing the following:

1.
Enbridge Inc., the Parent Issuer and Guarantor;
2.
SEP, a Subsidiary Issuer and Guarantor;
3.
EEP, a Subsidiary Issuer and Guarantor;
4.
Subsidiary Non-Guarantors, as defined herein;
5.
Consolidating and elimination entries required to consolidate the Parent Issuer and Guarantor and its subsidiaries, including the Subsidiary Issuers and Guarantors, and
6.
Enbridge Inc. and subsidiaries on a consolidated basis.

For the purposes of the condensed consolidating financial information only, investments in subsidiaries are accounted for under the equity method. In addition, the Condensed Consolidating Statements of Cash Flows present the intercompany loan and distribution activity, as well as cash collection and payments made on behalf of our subsidiaries, as cash activities. These intercompany investments and related activities eliminate on consolidation and are presented separately only for the purpose of the accompanying Condensed Consolidating Statements.
Condensed Consolidating Statements of Earnings and Comprehensive Income for the three months ended March 31, 2019
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Operating revenues
 
 
 
 
 
 
Commodity sales
—

—

—

6,632

—

6,632

Gas distribution sales
—

—

—

1,876

—

1,876

Transportation and other services
—

—

—

4,348

—

4,348

Total operating revenues
—

—

—

12,856

—

12,856

Operating Expenses
 
 
 
 
 
 
Commodity costs
—

—

—

6,565

—

6,565

Gas distribution costs
—

—

—

1,207

—

1,207

Operating and administrative
(34
)
2

1

1,656

—

1,625

Depreciation and amortization
15

—

—

825

—

840

Total operating expenses
(19
)
2

1

10,253

—

10,237

Operating income/(loss)
19

(2
)
(1
)
2,603

—

2,619

Income/(loss) from equity investments
59

31

—

382

(59
)
413

Equity earnings from consolidated subsidiaries
774

398

263

493

(1,928
)
—

Other
 
 
 
 
 
 
Net foreign currency gain/(loss)
1,221

—

—

(103
)
(904
)
214

Other, including other income from affiliates
330

—

41

123

(448
)
46

Interest expense
(308
)
(94
)
(158
)
(583
)
458

(685
)
Earnings before income taxes
2,095

333

145

2,915

(2,881
)
2,607

Income tax expense
(109
)
15

—

(596
)
106

(584
)
Earnings
1,986

348

145

2,319

(2,775
)
2,023

Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
—

—

—

—

(37
)
(37
)
Earnings attributable to controlling interests
1,986

348

145

2,319

(2,812
)
1,986

Preference share dividends
(95
)
—

—

—

—

(95
)
Earnings attributable to common shareholders
1,891

348

145

2,319

(2,812
)
1,891

Earnings
1,986

348

145

2,319

(2,775
)
2,023

Total other comprehensive income/(loss)
(1,278
)
(16
)
15

(720
)
671

(1,328
)
Comprehensive income
708

332

160

1,599

(2,104
)
695

Comprehensive loss attributable to noncontrolling interests
—

—

—

—

13

13

Comprehensive income attributable to controlling interests
708

332

160

1,599

(2,091
)
708





Condensed Consolidating Statements of Earnings and Comprehensive Income for the three months ended March 31, 2018
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Operating revenues
 
 
 
 
 
 
Commodity sales
—

—

—

7,268

—

7,268

Gas distribution sales
—

—

—

1,926

—

1,926

Transportation and other services
—

—

—

3,532

—

3,532

Total operating revenues
—

—

—

12,726

—

12,726

Operating Expenses
 
 
 
 
 
 
Commodity costs
—

—

—

6,997

—

6,997

Gas distribution costs
—

—

—

1,324

—

1,324

Operating and administrative
67

1

4

1,569

—

1,641

Depreciation and amortization
14

—

—

810

—

824

Impairment of long-lived assets
—

—

—

1,062

—

1,062

Total operating expenses
81

1

4

11,762

—

11,848

Operating income/(loss)
(81
)
(1
)
(4
)
964

—

878

Income from equity investments
17

34

—

300

(16
)
335

Equity earnings from consolidated subsidiaries
707

551

203

608

(2,069
)
—

Other
 
 
 
 
 
 
Net foreign currency gain/(loss)
(199
)
2

—

(58
)
70

(185
)
Other, including other income/(expense) from affiliates
246

1

30

39

(251
)
65

Interest expense
(243
)
(72
)
(136
)
(479
)
274

(656
)
Earnings before income taxes
447

515

93

1,374

(1,992
)
437

Income tax recovery/(expense)
87

—

—

(23
)
9

73

Earnings
534

515

93

1,351

(1,983
)
510

Earnings attributable to noncontrolling interests and redeemable noncontrolling interests
—

—

—

—

24

24

Earnings attributable to controlling interests
534

515

93

1,351

(1,959
)
534

Preference share dividends
(89
)
—

—

—

—

(89
)
Earnings attributable to common shareholders
445

515

93

1,351

(1,959
)
445

Earnings
534

515

93

1,351

(1,983
)
510

Total other comprehensive income
1,302

19

8

253

(109
)
1,473

Comprehensive income
1,836

534

101

1,604

(2,092
)
1,983

Comprehensive income attributable to noncontrolling interests
—

—

—

—

(147
)
(147
)
Comprehensive income attributable to controlling interests
1,836

534

101

1,604

(2,239
)
1,836







Condensed Consolidating Statements of Financial Position as at March 31, 2019
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
—

5

7

690

—

702

Restricted cash
9

—

—

46

—

55

Accounts receivable and other
283

1

—

6,202

—

6,486

Accounts receivable from affiliates
586

—

31

79

(604
)
92

Short-term loans receivable from affiliates
3,527

—

3,838

5,871

(13,236
)
—

Inventory
—

—

—

1,047

—

1,047

 
4,405

6

3,876

13,935

(13,840
)
8,382

Property, plant and equipment, net
166

—

—

93,709

—

93,875

Long-term loans receivable from affiliates
26,504

73

2,472

15,524

(44,573
)
—

Investments in subsidiaries
78,271

19,741

6,209

15,032

(119,253
)
—

Long-term investments
4,619

961

—

14,890

(3,568
)
16,902

Restricted long-term investments
—

—

—

356

—

356

Deferred amounts and other assets
1,491

1

8

9,412

(1,407
)
9,505

Intangible assets, net
219

—

—

2,082

—

2,301

Goodwill
—

—

—

33,895

—

33,895

Deferred income taxes
744

—

—

220

328

1,292

Total assets
116,419

20,782

12,565

199,055

(182,313
)
166,508

 
 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Short-term borrowings
—

—

—

870

—

870

Accounts payable and other
756

19

14

6,552

(10
)
7,331

Accounts payable to affiliates
935

509

80

(891
)
(603
)
30

Interest payable
227

25

92

229

—

573

Short-term loans payable to affiliates
426

2,985

2,458

7,367

(13,236
)
—

Current portion of long-term debt
2,979

—

668

674

—

4,321

 
5,323

3,538

3,312

14,801

(13,849
)
13,125

Long-term debt
23,519

5,095

4,565

27,501

—

60,680

Other long-term liabilities
2,145

8

22

8,276

(1,407
)
9,044

Long-term loans payable to affiliates
15,076

—

1,470

28,027

(44,573
)
—

Deferred income taxes
—

304

—

13,821

(4,385
)
9,740

 
46,063

8,945

9,369

92,426

(64,214
)
92,589

Equity
 
 
 
 
 
 
Controlling interests1
70,356

11,837

3,196

106,629

(121,713
)
70,305

Noncontrolling interests
—

—

—

—

3,614

3,614

 
70,356

11,837

3,196

106,629

(118,099
)
73,919

Total liabilities and equity
116,419

20,782

12,565

199,055

(182,313
)
166,508

1 Equity attributable to controlling interests for parent issuer and guarantor excludes reciprocal shareholding balance included within consolidating and elimination adjustments.








Condensed Consolidating Statements of Financial Position as at December 31, 2018
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Assets







Current assets












Cash and cash equivalents
—

16

—

502

—

518

Restricted cash
9

—

—

110

—

119

Accounts receivable and other
283

15

8

6,211

—

6,517

Accounts receivable from affiliates
726

—

13

(142
)
(518
)
79

Short-term loans receivable from affiliates
3,943

—

3,689

653

(8,285
)
—

Inventory
—

—

—

1,339

—

1,339


4,961

31

3,710

8,673

(8,803
)
8,572

Property, plant and equipment, net
140

—

—

94,400

—

94,540

Long-term loans receivable from affiliates
10,318

73

2,539

1,344

(14,274
)
—

Investments in subsidiaries
78,474

19,777

6,363

15,567

(120,181
)
—

Long-term investments
4,561

987

—

14,841

(3,682
)
16,707

Restricted long-term investments
—

—

—

323

—

323

Deferred amounts and other assets
1,700

9

17

8,558

(1,726
)
8,558

Intangible assets, net
234

—

—

2,138

—

2,372

Goodwill
—

—

—

34,459

—

34,459

Deferred income taxes
817

—

—

229

328

1,374

Total assets
101,205

20,877

12,629

180,532

(148,338
)
166,905









Liabilities and equity







Current liabilities







Short-term borrowings
—

—

—

1,024

—

1,024

Accounts payable and other
2,742

7

34

7,086

(6
)
9,863

Accounts payable to affiliates
946

233

56

(677
)
(518
)
40

Interest payable
283

56

105

225

—

669

Short-term loans payable to affiliates
426

682

—

7,177

(8,285
)
—

Current portion of long-term debt
1,853

—

683

723

—

3,259


6,250

978

878

15,558

(8,809
)
14,855

Long-term debt
22,893

7,276

6,943

23,215

—

60,327

Other long-term liabilities
2,428

2

30

8,100

(1,726
)
8,834

Long-term loans payable to affiliates
76

—

1,502

12,696

(14,274
)
—

Deferred income taxes
—

331

—

13,523

(4,400
)
9,454


31,647

8,587

9,353

73,092

(29,209
)
93,470

Equity







Controlling interests1
69,558

12,290

3,276

107,440

(123,094
)
69,470

Noncontrolling interests
—

—

—

—

3,965

3,965


69,558

12,290

3,276

107,440

(119,129
)
73,435

Total liabilities and equity
101,205

20,877

12,629

180,532

(148,338
)
166,905

1 Equity attributable to controlling interests for parent issuer and guarantor excludes reciprocal shareholding balance included within consolidating and elimination adjustments.






Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Net cash provided by/(used in) operating activities
(415
)
232

(1,418
)
4,566

(789
)
2,176

Investing activities
 
 
 
 
 
 
Capital expenditures
(24
)
—

—

(1,588
)
—

(1,612
)
Long-term investments and restricted long-term investments
—

(2
)
—

(563
)
—

(565
)
Distributions from equity investments in excess of cumulative earnings
—

7

536

132

(536
)
139

Additions to intangible assets
(16
)
—

—

(10
)
—

(26
)
Affiliate loans, net
—

—

—

(84
)
—

(84
)
Contributions to subsidiaries
(2,331
)
—

—

—

2,331

—

Return of share capital from subsidiaries
3,121

—

—

—

(3,121
)
—

Advances to affiliates
(19,908
)
—

(618
)
(21,542
)
42,068

—

Repayment of advances to affiliates
3,996

—

382

1,638

(6,016
)
—

Net cash provided by/(used in) investing activities
(15,162
)
5

300

(22,017
)
34,726

(2,148
)
Financing activities
 
 
 
 
 
 
Net change in short-term borrowings
—

—

—

(154
)
—

(154
)
Net change in commercial paper and credit facility draws
2,312

(2,010
)
—

2,471

—

2,773

Debenture and term note issues, net of issue costs
—

—

—

1,195

—

1,195

Debenture and term note repayments
(300
)
—

(1,189
)
(300
)
—

(1,789
)
Contributions from noncontrolling interests
—

—

—

—

3

3

Distributions to noncontrolling interests
—

—

—

—

(46
)
(46
)
Contributions from parents
—

—

—

2,331

(2,331
)
—

Distributions to parents
—

(505
)
(162
)
(3,822
)
4,489

—

Redemption of preferred shares
—

—

—

(300
)
—

(300
)
Common shares issued
18

—

—

—

—

18

Preference share dividends
(90
)
—

—

—

—

(90
)
Common share dividends
(1,513
)
—

—

27

—

(1,486
)
Advances from affiliates
15,150

3,498

2,894

20,526

(42,068
)
—

Repayment of advances from affiliates
—

(1,226
)
(412
)
(4,378
)
6,016

—

Other
—

(5
)
(6
)
(14
)
—

(25
)
Net cash (used in)/provided by financing activities
15,577

(248
)
1,125

17,582

(33,937
)
99

Effect of translation of foreign denominated cash and cash equivalents and restricted cash
—

—

—

(7
)
—

(7
)
Net increase/(decrease) in cash and cash equivalents and restricted cash
—

(11
)
7

124

—

120

Cash and cash equivalents and restricted cash at beginning of period
9

16

—

612

—

637

Cash and cash equivalents and restricted cash at end of period
9

5

7

736

—

757




Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2018
 
Parent Issuer and Guarantor
Subsidiary Issuer and Guarantor - SEP
Subsidiary Issuer and Guarantor - EEP
Subsidiary Non-Guarantors
Consolidating and elimination adjustments
 Consolidated - Enbridge
(millions of Canadian dollars)
 
 
 
 
 
 
Net cash (used in)/provided by operating activities
(135
)
803

(331
)
3,224

(367
)
3,194

Investing activities
 
 
 
 
 
 
Capital expenditures
(5
)
—

—

(1,630
)
—

(1,635
)
Long-term investments and restricted long-term investments
(16
)
(5
)
—

(217
)
16

(222
)
Distributions from equity investments in excess of cumulative earnings
336

15

488

42

(824
)
57

Additions to intangible assets
(6
)
—

—

(252
)
—

(258
)
Affiliate loans, net
—

—

—

(10
)
—

(10
)
Contributions to subsidiaries
(69
)
(77
)
(5
)
—

151

—

Advances to affiliates
(401
)
—

(496
)
(2,233
)
3,130

—

Repayment of advances to affiliates
—

506

548

1,890

(2,944
)
—

Net cash (used in)/provided by investing activities
(161
)
439

535

(2,410
)
(471
)
(2,068
)
Financing activities
 
 
 
 
 
 
Net change in short-term borrowings
—

—

—

(443
)
—

(443
)
Net change in commercial paper and credit facility draws
(105
)
(756
)
(218
)
614

—

(465
)
Debenture and term note issues, net of issue costs
1,080

—

—

981

—

2,061

Debenture and term note repayments
—

—

—

(996
)
—

(996
)
Debt extinguishment costs
—

—

—

(63
)
—

(63
)
Contributions from noncontrolling interests
—

—

—

—

8

8

Distributions to noncontrolling interests
—

—

—

—

(209
)
(209
)
Contributions from redeemable noncontrolling interests
—

—

—

—

20

20

Distributions to redeemable noncontrolling interests
—

—

—

—

(84
)
(84
)
Contributions from parents
—

—

—

151

(151
)
—

Distributions to parents
—

(453
)
(163
)
(824
)
1,440

—

Common shares issued
13

—

—

—

—

13

Preference share dividends
(87
)
—

—

—

—

(87
)
Common share dividends
(764
)
—

—

—

—

(764
)
Advances from affiliates
209

—

2,024

897

(3,130
)
—

Repayment of advances from affiliates
(43
)
—

(1,847
)
(1,054
)
2,944

—

Net cash provided by/(used in) financing activities
303

(1,209
)
(204
)
(737
)
838

(1,009
)
Effect of translation of foreign denominated cash and cash equivalents and restricted cash
—

—

—

19

—

19

Net increase in cash and cash equivalents and restricted cash
7

33

—

96

—

136

Cash and cash equivalents and restricted cash at beginning of period
2

14

—

571

—

587

Cash and cash equivalents and restricted cash at end of period
9

47

—

667

—

723