VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

CONSOLIDATED VARIABLE INTEREST ENTITIES

Enbridge Canadian Renewable LP (ECRLP)

ECRLP, an entity which we have a 51% ownership in, is a VIE as its limited partners lack substantive kick-out rights or participating rights. Because we have the power to direct the activities of ECRLP, we are exposed to potential losses, and we have the right to receive benefits from ECRLP, we are considered the primary beneficiary.

Renewable Power Generation

Through various subsidiaries, we have a majority ownership interest in Magic Valley, Wildcat, Keechi Wind Project (Keechi), New Creek and Chapman Ranch wind facilities. These wind facilities are considered VIEs due to the members’ lack of substantive kick-out rights and participating rights. We are the primary beneficiary of these VIEs by virtue of our power to direct the activities that most significantly impact the economic performance of the wind facilities, and our obligation to absorb losses and the right to receive benefits that are significant.

Enbridge Holdings (DakTex) L.L.C.

Enbridge Holdings (DakTex) L.L.C. (DakTex) is owned 75% by a wholly-owned subsidiary of Enbridge and 25% by EEP, through which we have an effective 27.6% interest in the equity investment, Bakken Pipeline System (Note 13). EEP is the primary beneficiary because it has the power to direct DakTex’s activities that most significantly impact its economic performance. We consolidate EEP and by extension, also consolidate DakTex.

Enbridge Income Partners LP (EIPLP)

EIPLP, formed in 2002, was involved in the generation, transportation and storage of energy through interests in its Liquids Pipelines business, including the Canadian Mainline, the Regional Oil Sands System, an interest in the Alliance Pipeline, which transports natural gas, and its renewable and alternative power generation facilities. EIPLP was wound up in 2019 and thus is no longer a VIE.

Enbridge Income Fund (the Fund)

The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the

Province of Alberta. In 2019, an amendment to the Fund's governing documents was executed which resulted in the Fund no longer being considered a VIE.

Enbridge Commercial Trust (ECT)

In 2019, an amendment to ECT's governing documents was executed which resulted in ECT no longer being considered a VIE.

Other Limited Partnerships

By virtue of limited partners' lack of substantive kick-out rights and participating rights, substantially all limited partnerships wholly-owned by us and/or our subsidiaries are considered VIEs, including EEP and SEP. As these entities are 100% owned and directed by us with no third parties having the ability to direct any of the significant activities, we are considered the primary beneficiary.

The following table includes assets to be used to settle liabilities of our consolidated VIEs and liabilities of our consolidated VIEs for which creditors do not have recourse to our general credit as the primary beneficiary. These assets and liabilities are included in the Consolidated Statements of Financial Position.

December 31,	20191	2018
(millions of Canadian dollars)
Assets
Cash and cash equivalents	208	506
Restricted cash	1	61
Accounts receivable and other	76	2,006
Accounts receivable from affiliates	—	38
Inventory	4	244
	289	2,855
Property, plant and equipment, net	3,392	72,349
Long-term investments	15	6,481
Restricted long-term investments	69	244
Deferred amounts and other assets	4	3,156
Intangible assets, net	124	705
Goodwill	—	29
Deferred income taxes	—	131
	3,893	85,950
Liabilities
Short-term borrowings	—	275
Accounts payable and other	56	2,925
Accounts payable to affiliates	—	4
Interest payable	—	303
Environmental liabilities	—	22
Current portion of long-term debt	—	1,034
	56	4,563
Long-term debt	—	29,577
Other long-term liabilities	130	5,074
Deferred income taxes	5	6,911
	191	46,125
Net assets before noncontrolling interests	3,702	39,825

1 Excludes assets and liabilities of EEP and SEP following the subsidiary guarantees agreement entered on January 22, 2019 (Note 32).

We do not have an obligation to provide financial support to any of the consolidated VIEs.

UNCONSOLIDATED VARIABLE INTEREST ENTITIES

We currently hold several equity investments in limited partnerships that are assessed to be VIEs due to limited partners not having substantive kick-out rights or participating rights. We have determined that we do not have the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. Specifically, the power to direct the activities of a majority of these VIEs is shared amongst the partners. Each partner has representatives that make up an executive committee that makes significant decisions for the VIE and none of the partners may make major decisions unilaterally.

The carrying amount of our interest in VIEs that are unconsolidated and our estimated maximum exposure to loss as at December 31, 2019 and 2018 are presented below:

	Carrying Amount of Investment	Enbridge’s Maximum Exposure to
December 31, 2019	in VIE	Loss
(millions of Canadian dollars)
Aux Sable Liquid Products L.P.1	267	331
Eolien Maritime France SAS2	67	725
Enbridge Renewable Infrastructure Investments S.a.r.l.3	141	2,720
Gray Oak Holdings LLC4	463	935
PennEast Pipeline Company, LLC5	106	368
Rampion Offshore Wind Limited6	600	620
Vector Pipeline L.P.7	195	392
Other8	57	57
	1,896	6,148

	Carrying Amount of Investment	Enbridge’s Maximum Exposure to
December 31, 2018	in VIE	Loss
(millions of Canadian dollars)
Aux Sable Liquid Products L.P.1	311	375
Eolien Maritime France SAS2	68	784
Enbridge Renewable Infrastructure Investments S.a.r.l.3	127	3,037
Illinois Extension Pipeline Company, L.L.C.8	724	724
NEXUS Gas Transmission, LLC9	1,757	2,668
PennEast Pipeline Company, LLC5	97	385
Rampion Offshore Wind Limited6	638	648
Vector Pipeline L.P.7	198	301
Other8	27	27
	3,947	8,949

1 At December 31, 2019 and 2018, the maximum exposure to loss includes a guarantee issued by us for our respective share of the VIE’s borrowing on a bank credit facility.

2 At December 31, 2019 and 2018, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE and an outstanding affiliate loan receivable for $166 million and $202 million held by us as at December 31, 2019 and 2018, respectively.

3 At December 31, 2019 and 2018, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE and an outstanding affiliate loan receivable for $766 million and $461 million held by us as at December 31, 2019 and 2018, respectively.

4 At December 31, 2019, the maximum exposure to loss includes our portion of project construction costs.

5 At December 31, 2019 and 2018, the maximum exposure to loss includes the remaining expected contributions to the joint venture.

6 At December 31, 2019 and 2018, the maximum exposure to loss includes the portion of our parental guarantee that has been committed in project construction contracts for which we would be liable in the event of default by the VIE.

7 At December 31, 2019 and 2018, the maximum exposure to loss includes the carrying value of an outstanding affiliate loan receivable for $92 million and $102 million held by us as at December 31, 2019 and 2018, respectively, in addition to us providing a credit facility for $105 million as at December 31, 2019.

8 At December 31, 2019 and 2018, the maximum exposure to loss is limited to our equity investment as these companies are in operation and self-sustaining.

9 As at December 31, 2018, the maximum exposure to loss includes the remaining expected contributions to the joint venture and parental guarantees for our portion of capacity lease agreements.

We do not have an obligation to and did not provide any additional financial support to the VIEs during the years ended December 31, 2019 and 2018.

Gray Oak Holdings LLC

In December 2018, Enbridge acquired an effective 22.8% interest in the Gray Oak crude oil pipeline through acquisition of a 35% membership interest in Gray Oak Holdings LLC (Gray Oak Holdings), which operates the Gray Oak crude oil pipeline from Texas to the Gulf coast of the United States.

Gray Oak Holdings is a VIE as it does not have sufficient equity at risk to finance its activities and requires subordinated financial support from Enbridge and other partners. We have determined that we do not have the power to direct the activities of Gray Oak Holdings that most significantly impact its economic performance. Specifically, the power to direct the activities of the VIE is shared amongst the partners. Each partner has representatives that make up an executive committee that makes the significant decisions for the VIE and none of the partners may make significant decisions unilaterally. Therefore, the VIE is accounted for as an unconsolidated VIE.

NEXUS Gas Transmission, LLC

NEXUS is a joint venture that engages in transmission of natural gas received from Appalachian shale gas supplies to markets in the United States midwest, as well as Ontario, Canada was previously classified as a VIE.

The NEXUS pipeline construction was completed and the pipeline was placed into service in October 2018. After NEXUS received the last significant equity contribution, it became capable of financing its own operations without any additional subordinated financial support. As a result, it was concluded that NEXUS was no longer a VIE due to sufficient equity at risk to finance its activities.

Illinois Extension Pipeline Company, L.L.C.

Illinois Extension Pipeline Company, L.L.C. owns the Southern Access Extension Pipeline. It was previously classified as a VIE.

After Illinois Extension Pipeline Company, L.L.C. received the last significant equity contribution, it became capable of financing its own operations without any additional subordinated financial support. As a result, it was concluded that Illinois Extension Pipeline Company, L.L.C. was no longer a VIE due to sufficient equity at risk to finance its activities.