DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

CREDIT FACILITIES

The following table provides details of our committed credit facilities as at September 30, 2023:

	Maturity1	Total Facilities	Draws2	Available
(millions of Canadian dollars)
Enbridge Inc.	2024-2028	8,853	1,272	7,581
Enbridge (U.S.) Inc.	2025-2028	8,585	1,064	7,521
Enbridge Pipelines Inc.	2025	2,000	265	1,735
Enbridge Gas Inc.	2025	2,500	1,585	915
Total committed credit facilities		21,938	4,186	17,752

1Maturity date is inclusive of the one-year term out option for certain credit facilities.

2Includes facility draws and commercial paper issuances that are back-stopped by credit facilities.

In March 2023, Enbridge Gas Inc. (Enbridge Gas) increased its 364-day extendible credit facility from $2.0 billion to $2.5 billion and in July 2023, the facility's maturity date was extended to July 2025, which includes a one-year term out provision from July 2024.

In July 2023, Enbridge Pipelines Inc. extended the maturity date of its 364-day extendible credit facility to July 2025, which includes a one-year term out provision from July 2024.

In July 2023, we renewed approximately $6.8 billion of our 364-day extendible credit facilities, extending the maturity dates to July 2025, which includes a one-year term out provision from July 2024. We also renewed approximately $7.6 billion of our five-year credit facilities, extending the maturity dates to July 2028. Further, we extended our three-year credit facilities, extending the maturity dates to July 2026.

In September 2023, we obtained commitments for a US$9.4 billion senior unsecured bridge term loan credit facility to support the Acquisitions. The commitment for this facility was subsequently reduced to US$3.4 billion as at September 30, 2023 as a result of the $4.6 billion equity offering and the September 2023 subordinated long-term debt issuances.

In addition to the committed credit facilities noted above, we maintain $1.3 billion of uncommitted demand letter of credit facilities, of which $712 million was unutilized as at September 30, 2023. As at December 31, 2022, we had $1.3 billion of uncommitted demand letter of credit facilities, of which $689 million was unutilized.

Our credit facilities, excluding the bridge term loan facility, 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 2024 to 2028.

As at September 30, 2023 and December 31, 2022, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $2.1 billion and $10.5 billion, 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, 2023, we completed the following long-term debt issuances totaling US$5.0 billion and $2.9 billion:

Company	Issue Date				Principal Amount
(millions of Canadian dollars, unless otherwise stated)
Enbridge Inc.
	March 2023	5.70%		sustainability-linked senior notes due March 20331	US$2,300
	March 2023	5.97%		senior notes due March 20262	US$700
	May 2023	4.90%		medium-term notes due May 2028	$600
	May 2023	5.36%		sustainability-linked medium-term notes due May 20333	$400
	May 2023	5.76%		medium-term notes due May 2053	$500
	September 2023	8.50%		fixed-to-fixed subordinated notes due January 20844	US$1,250
	September 2023	8.25	%	fixed-to-fixed subordinated notes due January 20845	US$750
	September 2023	8.75	%	fixed-to-fixed subordinated notes due January 20846	$700
	September 2023	8.50	%	fixed-to-fixed subordinated notes due January 20847	$300
Enbridge Pipelines Inc.
	August 2023	5.82%		medium-term notes due August 2053	$350

1The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on September 8, 2031, the interest rate will be set to equal 5.70% plus 50 basis points.

2We have the option to call the notes at par after one year from issuance. Refer to Note 8 - Risk Management and Financial Instruments.

3The sustainability-linked senior notes are subject to a sustainability performance target of 35% reduction in emissions intensity from 2018 levels at an observation date of December 31, 2030. If the target is not met, on November 26, 2031, the interest rate will be set to equal 5.36% plus 50 basis points.

4For the initial 10 years, the notes carry a fixed interest rate. At year 10, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 4.43%. Subsequent to year 10, every five years, the Five-year US treasury rate is reset. At year 30, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 5.18%.

5For the initial five years, the notes carry a fixed interest rate. At year five, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 3.79%. At year 10, the interest rate will be reset to equal the Five-Year US Treasury rate plus a margin of 4.04%. Subsequent to year 10, every five years, the Five-Year US Treasury rate is reset. At year 25, the interest rate will be reset to equal to the Five-Year US Treasury rate plus a margin of 4.79%.

6For the initial 10 years, the notes carry a fixed interest rate. At year 10, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 4.96%. Subsequent to year 10, every five years, the Government of Canada bond yield rate is reset. At year 30, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 5.71%.

7For the initial five years, the notes carry a fixed interest rate. At year five, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 4.30%. At year 10, the interest rate will be reset to equal the Five-Year Government of Canada bond yield plus a margin of 4.55%. Subsequent to year 10, every five years, the Five-Year Government of Canada bond yield is reset. At year 25, the interest rate will be reset to equal to the Five-Year Government of Canada bond yield plus a margin of 5.30%.

In October 2023, Enbridge Gas closed a three-tranche offering consisting of five-year medium-term notes, 10-year medium-term notes, and 30-year medium-term notes, for an aggregate principal amount of $1.0 billion, which mature in October 2028, October 2033, and October 2053, respectively.

LONG-TERM DEBT REPAYMENTS

During the nine months ended September 30, 2023, we completed the following long-term debt repayments totaling US$1.2 billion and $1.3 billion:

Company	Repayment Date			Principal Amount
(millions of Canadian dollars, unless otherwise stated)
Enbridge Inc.
	January 2023	3.94%	medium-term notes	$275
	February 2023	Floating rate notes1		US$500
	April 2023	6.38%	fixed-to-floating rate subordinated notes2	US$600
	June 2023	3.94%	medium-term notes	$450
Enbridge Gas Inc.
	July 2023	6.05%	medium-term notes	$100
	July 2023	3.79%	medium-term notes	$250
Enbridge Pipelines (Southern Lights) L.L.C.
	June 2023	3.98%	senior notes	US$38
Enbridge Pipelines Inc.
	August 2023	3.79%	medium-term notes	$250
Enbridge Southern Lights LP
	June 2023	4.01%	senior notes	$9
Tri Global Energy, LLC
	January 2023	10.00%	senior notes	US$4
	January 2023	14.00%	senior notes	US$9

1The notes carried an interest rate set to equal the Secured Overnight Financing Rate plus a margin of 40 basis points.

2The five-year callable notes, with an original maturity date of April 2078, were all redeemed at par.

SUBORDINATED TERM NOTES

As at September 30, 2023 and December 31, 2022, our fixed-to-floating rate and fixed-to-fixed rate subordinated term notes had a principal value of $13.2 billion and $10.3 billion, respectively.

FAIR VALUE ADJUSTMENT

As at September 30, 2023 and December 31, 2022, the net fair value adjustments to total debt assumed in a historical acquisition were $551 million and $608 million, respectively. Amortization of the fair value adjustment is recorded as a reduction to Interest expense in the Consolidated Statements of Earnings:

	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023	2022
(millions of Canadian dollars)
Amortization of fair value adjustment	12	11	34	33

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, 2023, we were in compliance with all covenant provisions.