DEBT

12 Months Ended

Dec. 31, 2019

On January 22, 2019, Enbridge entered into supplemental indentures with its wholly-owned subsidiaries, SEP and EEP (together, 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 fully and unconditionally guaranteed, on a senior unsecured basis, the outstanding series of senior notes of Enbridge. See Note 32 - Condensed Consolidating Financial Information for further discussion.



	Weighted Average
December 31,	Interest Rate²²		Maturity	2019		2018
(millions of Canadian dollars)
Enbridge Inc.
United States dollar senior notes¹	3.8	%	2022-2049	8,689		6,419
Medium-term notes	4.2	%	2020-2064	7,623		7,323
Fixed-to-floating rate subordinated term notes^2,3	5.9	%	2077-2078	6,550		6,771
Floating rate notes⁴			2020	1,556		2,389
Commercial paper and credit facility draws⁵	1.9	%	2021-2024	5,210		1,999
Other⁶				5		4
Enbridge (U.S.) Inc.
Commercial paper and credit facility draws⁷	2.1	%	2021-2024	1,734		1,065
Enbridge Energy Partners, L.P.
Senior notes⁸	6.0	%	2021-2045	3,955		6,214
Junior subordinated notes⁹				—		546
Commercial paper and credit facility draws¹⁰				—		1,044
Enbridge Gas Distribution Inc.¹¹
Medium-term notes				—		3,695
Debentures				—		85
Commercial paper and credit facility draws				—		750
Enbridge Gas Inc.¹¹
Medium-term notes	4.2	%	2020-2050	7,685		—
Debentures	9.1	%	2024-2025	210		—
Commercial paper and credit facility draws	2.0	%	2021	898		—
Enbridge Pipelines (Southern Lights) L.L.C.
Senior notes¹²	4.0	%	2040	1,129		1,257
Enbridge Pipelines Inc.
Medium-term notes¹³	4.2	%	2020-2049	5,125		4,225
Debentures	8.2	%	2024	200		200
Commercial paper and credit facility draws¹⁴	2.0	%	2021	2,030		2,200
Enbridge Southern Lights LP
Senior notes	4.0	%	2040	272		289
Spectra Energy Capital, LLC
Senior notes¹⁵	7.1	%	2032-2038	224		236
Spectra Energy Partners, LP
Senior secured notes¹⁶	6.1	%	2020	143		150
Senior notes¹⁷	4.2	%	2020-2048	8,481		8,249
Floating rate notes¹⁸			2020	519		546
Commercial paper and credit facility draws¹⁹				—		2,065
Union Gas Limited¹¹
Medium-term notes				—		3,290
Debentures				—		125
Commercial paper and credit facility draws				—		275
Westcoast Energy Inc.
Senior secured notes				—		33
Medium-term notes	4.5	%	2020-2041	1,875		2,175
Debentures	8.6	%	2020-2026	375		375
Fair value adjustment - Merger Transaction				844		964
Other²⁰				(369	)	(348	)
Total debt				64,963		64,610
Current maturities				(4,404	)	(3,259	)
Short-term borrowings²¹				(898	)	(1,024	)
Long-term debt				59,661		60,327


1	2019 - US$6,700 million; 2018 - US$4,700 million.


2	2019 - $2,400 million and US$3,200 million; 2018 - $2,400 million and US$3,200 million. For the initial 10 years, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal the Canadian Dollar Offered Rate (CDOR) or the London Interbank Offered Rate (LIBOR) plus a margin.


3	The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.


4	2019 - US$1,200 million; 2018 - $750 million and US$1,200 million. Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus a margin of 59 basis points or LIBOR plus a margin of 40 or 70 basis points.


5	2019 - $5,210 million; 2018 - $1,906 million and US$69 million.


6	Primarily capital lease obligations.


7	2019 - US$1,337 million; 2018 - US$780 million.


8	2019 - US$3,050 million; 2018 - US$4,550 million.


9	2018 - US$400 million.


10	2018 - US$764 million.


11	Reflects the amalgamation of EGD and Union Gas into Enbridge Gas Inc.


12	2019 - US$871 million; 2018 - US$920 million.


13	Included in medium-term notes is $100 million with a maturity date of 2112.


14	2019 - $1,570 million and US$355 million; 2018 - $1,905 million and US$216 million.


15	2019 - US$173 million; 2018 - US$173 million.


16	2019 - US$110 million; 2018 - US$110 million.


17	2019 - US$6,540 million; 2018 - US$6,040 million.


18	2019 - US$400 million; 2018 - US$400 million. Carries an interest rate equal to the three-month LIBOR plus a margin of 70 basis points.


19	2018 - US$1,512 million.


20	Primarily unamortized discounts and debt issuance costs.


21	Weighted average interest rates on outstanding commercial paper were 2.0% as at December 31, 2019 (2018 - 2.3%).


22	Calculated based on term notes and commercial paper and credit facility draws balances outstanding as at December 31, 2019.

SECURED DEBT

Senior secured notes, totaling $143 million as at December 31, 2019, include project financings for the Express-Platte System. Express-Platte System notes payable are secured by the assignment of the Express-Platte System transportation receivables and by the Canadian portion of the Express-Platte pipeline system assets.

CREDIT FACILITIES

The following table provides details of our committed credit facilities as at December 31, 2019:



		Total
	Maturity	Facilities	Draws¹	Available
(millions of Canadian dollars)
Enbridge Inc.	2021-2024	6,993	5,210	1,783
Enbridge (U.S.) Inc.	2021-2024	7,132	1,734	5,398
Enbridge Pipelines Inc.	2021²	3,000	2,030	970
Enbridge Gas Inc.	2021²	2,000	898	1,102
Total committed credit facilities		19,125	9,872	9,253


1	Includes facility draws and commercial paper issuances that are back-stopped by the credit facility.


2	Maturity date is inclusive of the one year term out option.

On February 7, 2019 and February 8, 2019, we terminated certain Canadian and United States dollar credit facilities, including facilities held by Enbridge, Enbridge Gas, EEP and SEP. We also increased existing facilities or obtained new facilities to replace the terminated ones under Enbridge, Enbridge (U.S.) Inc. and Enbridge Gas. As a result, our total credit facility availability increased by approximately $444 million.

On May 16, 2019, Enbridge Inc. entered into a three year, non-revolving, extendible credit facility for $641 million (¥52.5 billion) with a syndicate of Japanese banks.

On July 18, 2019, Enbridge Inc. entered into a five year, non-revolving, bilateral credit facility for $500 million with an Asian bank.

In addition to the committed credit facilities noted above, we maintain $916 million of uncommitted demand credit facilities, of which $476 million were unutilized as at December 31, 2019. As at December 31, 2018, we had $807 million of uncommitted credit facilities, of which $548 million were unutilized.

Our credit facilities carry a weighted average standby fee of 0.1% 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 2021 to 2024.

As at December 31, 2019 and 2018, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $8,974 million and $7,967 million, respectively, are 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 years ended December 31, 2019 and 2018, we completed the following long-term debt issuances, excluding the debt exchange discussed below:



Company	Issue Date		Principal Amount
(millions of Canadian dollars unless otherwise stated)
Enbridge Inc.
	October 2019	2.99% medium-term notes due October 2029		$1,000
	November 2019	2.50% senior notes due July 2025	US$500
	November 2019	3.13% senior notes due November 2029	US$1,000
	November 2019	4.00% senior notes due November 2049	US$500
	March 2018	Fixed-to-floating rate subordinated notes due March 2078¹	US$850
	April 2018	Fixed-to-floating rate subordinated notes due April 2078²		$750
	April 2018	Fixed-to-floating rate subordinated notes due April 2078³	US$600
Enbridge Gas Inc.
	August 2019	2.37% medium-term notes due August 2029		$400
	August 2019	3.01% medium-term notes due August 2049		$300
Enbridge Pipelines Inc.
	February 2019	3.52% medium-term notes due February 2029		$600
	February 2019	4.33% medium-term notes due February 2049		$600
Spectra Energy Partners, LP
	August 2019	3.24% senior notes due August 2029⁴	US$500
	January 2018	3.50% senior notes due January 2028⁵	US$400
	January 2018	4.15% senior notes due January 2048⁵	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 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 CDOR 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 Algonquin Gas Transmission, LLC, an operating subsidiary of SEP.


5	Issued through Texas Eastern, a wholly-owned operating subsidiary of SEP.

LONG-TERM DEBT REPAYMENTS

During the years ended December 31, 2019 and 2018, we completed the following long-term debt repayments, excluding the debt exchange discussed below:



Company	Retirement/Repayment Date		Principal Amount		Cash Consideration¹
(millions of Canadian dollars unless otherwise stated)
Enbridge Inc.
Repayment
	February 2019	4.10% medium-term notes		$300
	May 2019	Floating rate notes		$750
	September 2019	4.77% medium-term notes		$400
Enbridge Energy Partners, L.P.
Redemption
	February 2019	8.05% fixed/floating rate junior subordinated notes due 2067	US$400
	December 2019	5.20% senior notes due 2020	US$500		US$504
	December 2019	4.38% senior notes due 2020	US$500		US$509
Repayment
	March 2019	9.88% senior notes	US$500
	April 2018	6.50% senior notes	US$400
	October 2018	7.00% senior notes	US$100
Enbridge Income Fund
Repayment
	December 2018	4.00% medium-term notes		$125
Enbridge Pipelines (Southern Lights) L.L.C.
Repayment
	June and December 2019	3.98% senior notes due 2040	US$49
	June and December 2018	3.98% senior notes due 2040	US$43
Enbridge Pipelines Inc.
Repayment
	November 2019	4.49% medium-term notes		$200
	November 2019	4.49% medium-term notes		$100
	November 2018	6.62% medium-term notes		$170
	November 2018	6.62% medium-term notes		$130
Enbridge Southern Lights LP
Repayment
	July and December 2019	4.01% senior notes due 2040		$17
	January, July and December 2018	4.01% senior notes due 2040		$27
Midcoast Energy Partners, L.P.
Redemption
	July 2018²	3.56% senior notes due 2019	US$75		US$76
	July 2018²	4.04% senior notes due 2021	US$175		US$182
	July 2018²	4.42% senior notes due 2024	US$150		US$161
Spectra Energy Capital, LLC
Repurchase via Tender Offer
	March 2018²	6.75% senior unsecured notes due 2032	US$64		US$80
	March 2018²	7.50% senior unsecured notes due 2038	US$43		US$59
Redemption
	March 2018²	5.65% senior unsecured notes due 2020	US$163		US$172
	March 2018²	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
Repayment
	September 2018	2.95% senior notes	US$500



Union Gas Limited
Repayment
	April 2018	5.35% medium-term notes	$200
	August 2018	8.75% debentures	$125
	October 2018	8.65% senior debentures	$75
Westcoast Energy Inc.
Repayment
	January 2019	5.60% medium-term notes	$250
	January 2019	5.60% medium-term notes	$50
	May and November 2019	6.90% senior secured notes	$26
	May and November 2019	4.34% senior secured notes	$5
	December 2019	1.00% senior secured notes	$2
	May and November 2018	6.90% senior secured notes due 2019	$26
	May and November 2018	4.34% senior secured notes due 2019	$9
	September 2018	8.50% debentures	$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 the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.

DEBT EXCHANGE

On December 21, 2018, Enbridge and the Fund completed a transaction to exchange certain series of the Legacy Fund Notes for an equal principal amount of newly issued medium-term notes of Enbridge, having financial terms that are the same as the financial terms of the Fund Notes.

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 December 31, 2019, we were in compliance with all debt covenants.

INTEREST EXPENSE



Year ended December 31,	2019		2018		2017
(millions of Canadian dollars)
Debentures and term notes	2,783		3,011		3,011
Commercial paper and credit facility draws	273		171		206
Amortization of fair value adjustment - Spectra Energy acquisition	(67	)	(131	)	(270	)
Capitalized	(326	)	(348	)	(391	)
	2,663		2,703		2,556