ACQUISITIONS AND DISPOSITIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary of Estimated Fair Values Assigned to Net Assets and Final Purchase Price Allocation

The following table summarizes the estimated fair values that were assigned to the net assets of TGE:

	September 27, 2022
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets	5
Property, plant and equipment	3
Long-term investments	8
Intangible assets (a)	117
Long-term assets	3
Current liabilities	61
Long-term debt (Note 18)	18
Long-term liabilities (b)	105
Goodwill (c)	392
Purchase price:
Cash	295
Contingent consideration (d)	49
	344

a) Intangible assets consist of compensation expected to be earned by TGE on existing development contracts once certain project development milestones are met. Fair value was determined using a discounted cash flow method which is an income-based approach to valuation that estimates the present value of future projected benefits from the contracts. The intangible assets will be amortized on a straight-line basis over an expected useful life of three and a half years.

b) Long-term liabilities consist primarily of obligations payable to third parties which are contingent on the timing of milestones being met for certain projects. Fair value represents the present value of the future cash flow payments at the date of the TGE Acquisition.

c) Goodwill is primarily attributable to expected future returns from new opportunities to develop wind and solar projects, as well as enhanced scale and operational diversity of our renewable projects portfolio. The goodwill balance recognized has been assigned to our Renewable Power Generation segment and is tax deductible over 15 years.

d) We agreed to pay additional contingent consideration of up to US$53 million to TGE's former

common unit holders if performance milestones are met on certain projects. The US$36 million of contingent consideration recognized in the purchase price represents the fair value of contingent

consideration at the date of acquisition. The fair value was determined using an income-based approach.

The following table summarizes the estimated fair values that were assigned to the net assets of Moda:

	October 12, 2021
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets	62
Property, plant and equipment (a)	1,480
Long-term investments (b)	427
Intangible assets (c)	1,781
Current liabilities	59
Long-term liabilities	17
Goodwill (d)	268
Purchase price:
Cash	3,755
Contingent consideration (e)	187
	3,942

a) Due to the specialized nature of Moda's property, plant and equipment, which includes groups of assets configured for use as storage facilities, pipelines and export terminals, the depreciated replacement cost approach was adopted as the primary valuation methodology. In determining replacement cost, both indirect costing using relevant inflation indices and direct costing using relevant market quotes were utilized. Adjustments were then applied for physical deterioration as well as functional and economic obsolescence. The fair value of land was determined using a market approach, which is based on rents and offerings for comparable properties.

b) Long-term investments represent Moda's 20% equity interest in Cactus II Pipeline LLC (Cactus II). The fair value of Cactus II was determined using the discounted cash flow method. The discounted cash flow method is an income-based approach to valuation which estimates the present value of future projected benefits from the investment.

c) Intangible assets consist primarily of customer relationships associated with long-term take-or-pay contracts. Fair value was determined using an income-based approach by estimating the present value of the after-tax earnings attributable to the contracts, including earnings associated with expected renewal terms, and will be amortized on a straight-line basis over an expected useful life of 10 years.

d) Goodwill is primarily attributable to uncontracted future revenues, existing assembled assets that cannot be duplicated at the same cost by a new entrant, and enhanced scale and geographic diversity which provide greater optionality and platforms for future growth. The goodwill balance recognized has been assigned to our Liquids Pipelines segment and is tax deductible over 15 years.

e) We agreed to pay additional contingent consideration of up to US$150 million to Moda's former membership interest holders if Moda's monthly volumes of crude oil loaded onto a vessel equal or exceed specified throughput levels. These performance requirements terminate the earlier of December 31, 2023 or the date the final contingent payment is made. The US$150 million of contingent consideration recognized in the purchase price represents the fair value of contingent consideration at the date of acquisition and was fully settled as at December 31, 2022.

Schedule of Supplemental Pro Forma Consolidated Financial Information

Our supplemental pro forma consolidated financial information for the years ended December 31, 2021 and 2020, including the results of operations for Moda as if the Moda Acquisition had been completed on January 1, 2020, are as follows:

Year ended December 31,	2021	2020
(unaudited; millions of Canadian dollars)
Operating revenues	47,339	39,435
Earnings attributable to common shareholders1,2	5,771	2,938

1 Acquisition-related expenses of $21 million (after-tax $16 million) were excluded from earnings attributable to common shareholders for the year ended December 31, 2021 and deducted for the year ended December 31, 2020.

2 Includes the amortization of fair value adjustments recorded for acquired property, plant and equipment, long-term investments and intangible assets of $193 million and $207 million (after-tax of $145 million and $155 million) for the years ended December 31, 2021 and 2020, respectively.