UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission file number 001-15254

_______________________________

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Its Charter)

Canada	98-0377957
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

(403) 231-3900

(Registrant’s Telephone Number, Including Area Code)

_______________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 2,126,090,754 common shares outstanding as at May 3, 2024.

	PART I	PAGE
Item 1.	Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	54
	PART II
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	56
Item 6.	Exhibits	56
	Signatures	57

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GLOSSARY

"we", "our", "us" and "Enbridge"	Enbridge Inc.
AOCI	Accumulated other comprehensive income/(loss)
ASC	Accounting Standards Codification
CER	Canada Energy Regulator
EBITDA	Earnings before interest, income taxes and depreciation and amortization
EEP	Enbridge Energy Partners, L.P.
EOG	The East Ohio Gas Company
Exchange Act	United States Securities Exchange Act of 1934, as amended
LNG	Liquefied natural gas
MTS	Mainline Tolling Settlement
OCI	Other comprehensive income/(loss)
OEB	Ontario Energy Board
OPEB	Other postretirement benefits
Phase 1 Decision	The Ontario Energy Board's Decision and Order on December 21, 2023, on Phase 1 of Enbridge Gas Inc.'s application to establish a 2024 through 2028 Incentive Regulation rate setting framework
SEP	Spectra Energy Partners, LP
the Acquisitions	Enbridge Inc.'s acquisitions of three US gas utilities from Dominion Energy, Inc.
the Band	Bad River Band of the Lake Superior Tribe of Chippewa Indians
the EOG Acquisition	Enbridge Inc.'s acquisition of all outstanding shares of capital stock in The East Ohio Gas Company on March 6, 2024
the Partnerships	Spectra Energy Partners, LP and Enbridge Energy Partners, L.P.
the Reservation	Bad River Reservation
Tomorrow RNG	Six Morrow Renewables operating landfill gas-to-renewable natural gas production facilities
US	United States of America

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CONVENTIONS

The terms "we", "our", "us" and "Enbridge" as used in this report refer collectively to Enbridge Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Enbridge.

Unless otherwise specified, all dollar amounts are expressed in Canadian dollars, all references to "dollars" or "$" are to Canadian dollars and all references to "US$" are to United States (US) dollars. All amounts are provided on a before-tax basis, unless otherwise stated.

FORWARD-LOOKING INFORMATION

Forward-looking information, or forward-looking statements, have been included in this quarterly report on Form 10-Q to provide information about us and our subsidiaries and affiliates, including management’s assessment of our and our subsidiaries’ future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as "anticipate", "believe", "estimate", "expect", "forecast", "intend", "likely", "plan", "project", "target" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this document include, but are not limited to, statements with respect to the following: our corporate vision and strategy, including strategic priorities and enablers; expected supply of, demand for, exports of and prices of crude oil, natural gas, natural gas liquids (NGL), liquefied natural gas (LNG), renewable natural gas (RNG) and renewable energy; energy transition and lower-carbon energy, and our approach thereto; environmental, social and governance goals, practices and performance; industry and market conditions; anticipated utilization of our assets; dividend growth and payout policy; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected strategic priorities and performance of the Liquids Pipelines, Gas Transmission, Gas Distribution and Storage and Renewable Power Generation businesses; the characteristics, anticipated benefits, financing and timing of our acquisitions and other transactions, including the acquisitions of three US gas utilities (Gas Utilities) from Dominion Energy, Inc. (the Acquisitions) and the joint venture with WhiteWater Midstream, LLC/I Squared Capital and MPLX LP (the Whistler Parent JV); expected costs, benefits and in-service dates related to announced projects and projects under construction; expected capital expenditures; investable capacity and capital allocation priorities; expected equity funding requirements for our commercially secured growth program; expected future growth, development and expansion opportunities; expected optimization and efficiency opportunities; expectations about our joint venture partners’ ability to complete and finance projects under construction; our ability to complete the Acquisitions and successfully integrate the Gas Utilities; expected closing of other acquisitions and dispositions and the timing thereof, including the remaining Acquisitions, and the Whistler Parent JV; expected future actions of regulators and courts, and the timing and impact thereof; toll and rate cases discussions and proceedings and anticipated timeline and impact therefrom, including those relating to the Gas Distribution and Storage business; operational, industry, regulatory, climate change and other risks associated with our businesses; and our assessment of the potential impact of the various risk factors identified herein.

Although we believe these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of, demand for, export of and prices of crude oil, natural gas, NGL, LNG, RNG and renewable energy; anticipated utilization of assets; exchange rates; inflation; interest rates; availability and price of labor and construction materials; the stability of our supply chain; operational reliability; maintenance of support and regulatory approvals for our projects and transactions; anticipated in-service dates; weather; the timing, terms and closing of acquisitions and dispositions, including the Acquisitions; the realization of anticipated benefits of transactions, including the Acquisitions; governmental legislation; litigation; estimated future dividends and impact of our dividend policy on our future cash flows; our credit ratings; capital project funding; hedging program; expected earnings before interest, income taxes and depreciation and amortization (EBITDA); expected earnings/(loss); expected future cash flows; and expected distributable cash flow. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL, LNG, RNG and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for our services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which we operate and may impact levels of demand for our services and cost of inputs, and are therefore inherent in all forward-looking

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statements. The most relevant assumptions associated with forward-looking statements regarding announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the stability of our supply chain; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; and the impact of weather and customer, government, court and regulatory approvals on construction and in-service schedules and cost recovery regimes.

Our forward-looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic priorities; operating performance; legislative and regulatory parameters; litigation; acquisitions (including the Acquisitions), dispositions and other transactions and the realization of anticipated benefits therefrom; operational dependence on third parties; dividend policy; project approval and support; renewals of rights-of-way; weather; economic and competitive conditions; public opinion; changes in tax laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; political decisions; global geopolitical conditions; and the supply of, demand for and prices of commodities and other alternative energy, including but not limited to, those risks and uncertainties discussed in this quarterly report on Form 10-Q and in our other filings with Canadian and US securities regulators. The impact of any one assumption, risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and our future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statement made in this quarterly report on Form 10-Q or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

NON-GAAP AND OTHER FINANCIAL MEASURES

Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in this quarterly report on Form 10-Q makes reference to non-GAAP and other financial measures, including EBITDA. EBITDA is defined as earnings before interest, income taxes and depreciation and amortization. Management uses EBITDA to assess performance of Enbridge and to set targets. Management believes the presentation of EBITDA gives useful information to investors as it provides increased transparency and insight into the performance of Enbridge.

The non-GAAP and other financial measures are not measures that have a standardized meaning prescribed by the accounting principles generally accepted in the United States of America (US GAAP) and are not US GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. A reconciliation of historical non-GAAP and other financial measures to the most directly comparable GAAP measures is set out in this MD&A and is available on our website. Additional information on non-GAAP and other financial measures may be found on our website, www.sedarplus.ca or www.sec.gov.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENBRIDGE INC.

CONSOLIDATED STATEMENTS OF EARNINGS

	Three months ended March 31,
	2024	2023
(unaudited; millions of Canadian dollars, except per share amounts)
Operating revenues
Commodity sales	4,145	4,783
Gas distribution sales	1,699	2,279
Transportation and other services	5,194	5,013
Total operating revenues (Note 3)	11,038	12,075
Operating expenses
Commodity costs	4,006	4,636
Gas distribution costs	994	1,594
Operating and administrative	2,134	2,037
Depreciation and amortization	1,193	1,146
Total operating expenses	8,327	9,413
Operating income	2,711	2,662
Income from equity investments	696	517
Other income/(expense) (Note 11)	(551)	102
Interest expense	(905)	(905)
Earnings before income taxes	1,951	2,376
Income tax expense	(386)	(510)
Earnings	1,565	1,866
Earnings attributable to noncontrolling interests	(53)	(49)
Earnings attributable to controlling interests	1,512	1,817
Preference share dividends	(93)	(84)
Earnings attributable to common shareholders	1,419	1,733
Earnings per common share attributable to common shareholders (Note 5)	0.67	0.86
Diluted earnings per common share attributable to common shareholders (Note 5)	0.67	0.85

The accompanying notes are an integral part of these interim consolidated financial statements.

6

ENBRIDGE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three months ended March 31,
	2024	2023
(unaudited; millions of Canadian dollars)
Earnings	1,565	1,866
Other comprehensive income/(loss), net of tax
Change in unrealized gain/(loss) on cash flow hedges	116	(45)
Change in unrealized gain/(loss) on net investment hedges	(377)	15
Other comprehensive loss from equity investees	(1)	—
Excluded components of fair value hedges	4	7
Reclassification to earnings of loss on cash flow hedges	—	7
Reclassification to earnings of pension and other postretirement benefits (OPEB) amounts	(4)	(4)
Foreign currency translation adjustments	1,658	(59)
Other comprehensive income/(loss), net of tax	1,396	(79)
Comprehensive income	2,961	1,787
Comprehensive income attributable to noncontrolling interests	(88)	(64)
Comprehensive income attributable to controlling interests	2,873	1,723
Preference share dividends	(93)	(84)
Comprehensive income attributable to common shareholders	2,780	1,639

The accompanying notes are an integral part of these interim consolidated financial statements.

7

ENBRIDGE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Three months ended March 31,
	2024	2023
(unaudited; millions of Canadian dollars, except per share amounts)
Preference shares
Balance at beginning and end of period	6,818	6,818
Common shares
Balance at beginning of period	69,180	64,760
Shares issued on exercise of stock options	4	2
Shares issued on vesting of restricted stock units (RSU), net of tax	17	12
Balance at end of period	69,201	64,774
Additional paid-in capital
Balance at beginning of period	268	275
Stock-based compensation	32	20
Stock options exercised	(4)	(1)
Vested RSUs	(22)	(20)
Balance at end of period	274	274
Deficit
Balance at beginning of period	(17,115)	(15,486)
Earnings attributable to controlling interests	1,512	1,817
Preference share dividends	(93)	(84)
Balance at end of period	(15,696)	(13,753)
Accumulated other comprehensive income/(loss) (Note 8)
Balance at beginning of period	2,303	3,520
Other comprehensive income attributable to common shareholders, net of tax	1,361	(94)
Balance at end of period	3,664	3,426
Total Enbridge Inc. shareholders’ equity	64,261	61,539
Noncontrolling interests
Balance at beginning of period	3,029	3,511
Earnings attributable to noncontrolling interests	53	49
Other comprehensive income/(loss) attributable to noncontrolling interests, net of tax
Change in unrealized gain on cash flow hedges	6	17
Foreign currency translation adjustments	29	(2)
	35	15
Comprehensive income attributable to noncontrolling interests	88	64
Distributions	(78)	(92)
Contributions	2	4
Other	1	(1)
Balance at end of period	3,042	3,486
Total equity	67,303	65,025
Dividends paid per common share	0.92	0.89

The accompanying notes are an integral part of these interim consolidated financial statements.

8

ENBRIDGE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended March 31,
	2024	2023
(unaudited; millions of Canadian dollars)
Operating activities
Earnings	1,565	1,866
Adjustments to reconcile earnings to net cash provided by operating activities:
Depreciation and amortization	1,193	1,146
Deferred income tax expense	134	484
Unrealized derivative fair value loss/(gain), net (Note 9)	693	(520)
Income from equity investments	(696)	(517)
Distributions from equity investments	556	453
Other	6	40
Changes in operating assets and liabilities	(300)	914
Net cash provided by operating activities	3,151	3,866
Investing activities
Capital expenditures	(1,185)	(1,129)
Long-term, restricted and other investments	(411)	(413)
Distributions from equity investments in excess of cumulative earnings	266	100
Additions to intangible assets	(42)	(66)
Acquisitions	(6,397)	—
Net change in affiliate loans	—	71
Other	(23)	—
Net cash used in investing activities	(7,792)	(1,437)
Financing activities
Net change in short-term borrowings	(65)	(559)
Net change in commercial paper and credit facility draws	5,828	(2,921)
Debenture and term note issues, net of issue costs	—	4,111
Debenture and term note repayments	(3,781)	(968)
Contributions from noncontrolling interests	2	4
Distributions to noncontrolling interests	(78)	(92)
Preference share dividends	(93)	(84)
Common share dividends	(1,945)	(1,798)
Net change in affiliate loans	14	51
Other	(2)	(33)
Net cash used in financing activities	(120)	(2,289)
Effect of translation of foreign denominated cash and cash equivalents and restricted cash	161	4
Net change in cash and cash equivalents and restricted cash	(4,600)	144
Cash and cash equivalents and restricted cash at beginning of period	5,985	907
Cash and cash equivalents and restricted cash at end of period	1,385	1,051

The accompanying notes are an integral part of these interim consolidated financial statements.

9

ENBRIDGE INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	March 31, 2024	December 31, 2023
(unaudited; millions of Canadian dollars; number of shares in millions)
Assets
Current assets
Cash and cash equivalents	1,214	5,901
Restricted cash	171	84
Trade receivables and unbilled revenues	4,916	4,410
Other current assets	2,239	2,440
Accounts receivable from affiliates	89	85
Inventory	1,383	1,479
	10,012	14,399
Property, plant and equipment, net	113,445	104,641
Long-term investments	17,438	16,793
Restricted long-term investments	743	717
Deferred amounts and other assets	9,782	8,041
Intangible assets, net	4,528	3,537
Goodwill	34,294	31,848
Deferred income taxes	471	341
Total assets	190,713	180,317
Liabilities and equity
Current liabilities
Short-term borrowings	335	400
Trade payables and accrued liabilities	3,820	4,308
Other current liabilities	3,748	5,659
Accounts payable to affiliates	20	26
Interest payable	934	958
Current portion of long-term debt	5,861	6,084
	14,718	17,435
Long-term debt	81,386	74,715
Other long-term liabilities	10,619	8,653
Deferred income taxes	16,687	15,031
	123,410	115,834
Contingencies (Note 12)
Equity
Share capital
Preference shares	6,818	6,818
Common shares (2,126 and 2,125 outstanding at March 31, 2024 and December 31, 2023, respectively)	69,201	69,180
Additional paid-in capital	274	268
Deficit	(15,696)	(17,115)
Accumulated other comprehensive income (Note 8)	3,664	2,303
Total Enbridge Inc. shareholders’ equity	64,261	61,454
Noncontrolling interests	3,042	3,029
	67,303	64,483
Total liabilities and equity	190,713	180,317

The accompanying notes are an integral part of these interim consolidated financial statements.

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Enbridge Inc. ("we", "our", "us" and "Enbridge") have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and Regulation S-X for interim consolidated financial information. They do not include all of the information and notes required by US GAAP for annual consolidated financial statements and should therefore be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2023. In the opinion of management, the interim consolidated financial statements contain all normal recurring adjustments necessary to present fairly our financial position, results of operations and cash flows for the interim periods reported. These interim consolidated financial statements follow the same significant accounting policies as those included in our audited consolidated financial statements for the year ended December 31, 2023. Amounts are stated in Canadian dollars unless otherwise noted.

Our operations and earnings for interim periods can be affected by seasonal fluctuations within the gas distribution utility businesses, as well as other factors such as supply of and demand for crude oil and natural gas, and may not be indicative of annual results.

Certain comparative figures in our interim consolidated financial statements have been reclassified to conform to the current year's presentation.

2. CHANGES IN ACCOUNTING POLICIES

FUTURE ACCOUNTING POLICY CHANGES

Segment Reporting

Accounting Standards Update (ASU) 2023-07 was issued in November 2023 to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and to require in interim period financial statements all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The new ASU requires entities to disclose the title and position of the individual or the name of the group or committee identified as the chief operating decision-maker (CODM) of each segment. ASU 2023-07 is effective January 1, 2024, with interim period disclosure requirements effective after January 1, 2025 and should be applied retrospectively to all prior periods presented in the financial statements. We are currently assessing the impact of the new standard on our interim financial statement disclosures for 2025 and the required annual disclosures will be adopted for the year ending December 31, 2024.

Income Tax Disclosures

ASU 2023-09 was issued in December 2023 to improve income tax disclosures by requiring specified categories in the annual rate reconciliation that meet quantitative thresholds and further disaggregation on income taxes paid by jurisdiction. ASU 2023-09 is effective January 1, 2025 and should be applied prospectively, with retrospective application being permitted. We are currently assessing the impact of the new standard on our consolidated financial statements.

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3. REVENUE

REVENUE FROM CONTRACTS WITH CUSTOMERS

Major Products and Services

Three months ended March 31, 2024	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Eliminations and Other	Consolidated
(millions of Canadian dollars)
Transportation revenue	3,024	1,341	351	—	—	4,716
Storage and other revenue	62	138	99	—	—	299
Gas distribution revenue	—	—	1,666	—	—	1,666
Electricity revenue	—	—	—	57	—	57
Commodity sales	—	40	—	—	—	40
Total revenue from contracts with customers	3,086	1,519	2,116	57	—	6,778
Commodity sales	3,733	41	—	—	331	4,105
Other revenue1,2	63	6	13	73	—	155
Intersegment revenue	—	6	2	1	(9)	—
Total revenue	6,882	1,572	2,131	131	322	11,038

Three months ended March 31, 2023	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Eliminations and Other	Consolidated
(millions of Canadian dollars)
Transportation revenue	2,942	1,384	276	—	—	4,602
Storage and other revenue	64	95	99	—	—	258
Gas distribution revenue	—	—	2,287	—	—	2,287
Electricity revenue	—	—	—	66	—	66
Total revenue from contracts with customers	3,006	1,479	2,662	66	—	7,213
Commodity sales	4,262	—	—	—	521	4,783
Other revenue1,2	30	11	(40)	78	—	79
Intersegment revenue	—	1	3	—	(4)	—
Total revenue	7,298	1,491	2,625	144	517	12,075

1Includes realized and unrealized gains and losses from our hedging program which for the three months ended March 31, 2024 were a net $22 million loss (2023 - $55 million loss).

2Includes revenues from lease contracts for the three months ended March 31, 2024 and 2023 of $140 million and $144 million, respectively.

We disaggregate revenues into categories which represent our principal performance obligations within each business segment. These revenue categories represent the most significant revenue streams in each segment and consequently are considered to be the most relevant revenue information for management to consider in evaluating performance.

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Contract Balances

	Contract Receivables	Contract Assets	Contract Liabilities
(millions of Canadian dollars)
Balance as at March 31, 2024	2,962	337	2,537
Balance as at December 31, 2023	2,802	400	2,591

Contract receivables represent the amount of receivables derived from contracts with customers.

Contract assets represent the amount of revenues which has been recognized in advance of payments received for performance obligations we have fulfilled (or have partially fulfilled) and prior to the point in time at which our right to payment is unconditional. Amounts included in contract assets are transferred to accounts receivable when our right to receive the consideration becomes unconditional.

Contract liabilities represent payments received for performance obligations which have not been fulfilled. Contract liabilities primarily relate to make-up rights and deferred revenues. Revenue recognized during the three months ended March 31, 2024 included in contract liabilities at the beginning of the period was $151 million. Increases in contract liabilities from cash received, net of amounts recognized as revenues, during the three months ended March 31, 2024 were $117 million.

Performance Obligations

There were no material revenues recognized in the three months ended March 31, 2024 from performance obligations satisfied in previous periods.

Revenues to be Recognized from Unfulfilled Performance Obligations

Total revenues from performance obligations expected to be fulfilled in future periods is $60.5 billion, of which $6.2 billion and $7.9 billion are expected to be recognized during the remaining nine months ending December 31, 2024 and the year ending December 31, 2025, respectively.

The revenues excluded from the amounts above based on optional exemptions available under Accounting Standards Codification (ASC) 606, as explained below, represent a significant portion of our overall revenues and revenues from contracts with customers. Certain revenues such as flow-through operating costs charged to shippers are recognized at the amount for which we have the right to invoice our customers and are excluded from the amounts for revenues to be recognized in the future from unfulfilled performance obligations above. Variable consideration is excluded from the amounts above due to the uncertainty of the associated consideration, which is generally resolved when actual volumes and prices are determined. For example, we consider interruptible transportation service revenues to be variable revenues since volumes cannot be estimated. Additionally, the effect of escalation on certain tolls which are contractually escalated for inflation has not been reflected in the amounts above as it is not possible to reliably estimate future inflation rates. Revenues for periods extending beyond the current rate settlement term for regulated contracts where the tolls are periodically reset by the regulator are excluded from the amounts above since future tolls remain unknown. Finally, revenues from contracts with customers which have an original expected duration of one year or less are excluded from the amounts above.

Mainline Tolling Agreement

On March 4, 2024, the Canadian Energy Regulator (CER) approved the negotiated Mainline tolling settlement. The new tolls are finalized and were in effect on an interim basis on July 1, 2023, and the overall agreement is retroactively effective as of July 1, 2021.

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Recognition and Measurement of Revenues

Three months ended March 31, 2024	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Consolidated
(millions of Canadian dollars)
Revenues from products transferred at a point in time	—	40	29	—	69
Revenues from products and services transferred over time1	3,086	1,479	2,087	57	6,709
Total revenue from contracts with customers	3,086	1,519	2,116	57	6,778
Three months ended March 31, 2023	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Consolidated
(millions of Canadian dollars)
Revenues from products transferred at a point in time	—	—	30	—	30
Revenues from products and services transferred over time1	3,006	1,479	2,632	66	7,183
Total revenue from contracts with customers	3,006	1,479	2,662	66	7,213

1Revenue from crude oil and natural gas pipeline transportation, storage, natural gas gathering, compression and treating, natural gas distribution, natural gas storage services and electricity sales.

4. SEGMENTED INFORMATION

Change in Reportable Segments

Effective January 1, 2024, to better align how the CODM reviews operating performance and resource allocation across operating segments, we transferred our Canadian and United States (US) crude oil marketing businesses from the Energy Services segment to the Liquids Pipelines segment. As a result, the Energy Services segment ceased to exist and the remainder of the business, comprising natural gas and power marketing, are now reported in the Eliminations and Other segment. Beginning in the first quarter of 2024, prior period comparable results for segmented information have been recast to reflect the change in reportable segments. This segment reporting change does not have an impact on our consolidated results.

Three months ended March 31, 2024	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Eliminations and Other1	Consolidated
(millions of Canadian dollars)
Operating revenues (Note 3)	6,882	1,572	2,131	131	322	11,038
Commodity and gas distribution costs	(3,635)	(47)	(1,004)	(3)	(311)	(5,000)
Operating and administrative	(1,107)	(561)	(379)	(69)	(18)	(2,134)
Income/(loss) from equity investments	253	265	—	181	(3)	696
Other income/(expense) (Note 11)	11	36	17	17	(632)	(551)
Earnings/(loss) before interest, income taxes and depreciation and amortization	2,404	1,265	765	257	(642)	4,049
Depreciation and amortization						(1,193)
Interest expense						(905)
Income tax expense						(386)
Earnings						1,565
Capital expenditures2	289	495	304	69	43	1,200

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Three months ended March 31, 2023	Liquids Pipelines	Gas Transmission	Gas Distribution and Storage	Renewable Power Generation	Eliminations and Other1	Consolidated
(millions of Canadian dollars)
Operating revenues (Note 3)	7,298	1,491	2,625	144	517	12,075
Commodity and gas distribution costs	(4,132)	—	(1,612)	(4)	(482)	(6,230)
Operating and administrative	(1,135)	(549)	(309)	(53)	9	(2,037)
Income/(loss) from equity investments	248	238	—	35	(4)	517
Other income/(expense) (Note 11)	74	25	12	14	(23)	102
Earnings before interest, income taxes and depreciation and amortization	2,353	1,205	716	136	17	4,427
Depreciation and amortization						(1,146)
Interest expense						(905)
Income tax expense						(510)
Earnings						1,866
Capital expenditures2	280	527	264	45	25	1,141

1Includes operating revenues and commodity costs from our natural gas and power marketing subsidiaries for the three months ended March 31, 2024 of $332 million (2023 - $520 million) and $322 million (2023 - $499 million), respectively.

2Includes allowance for equity funds used during construction.

5. EARNINGS PER COMMON SHARE AND DIVIDENDS PER SHARE

BASIC

Earnings per common share is calculated by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding.

DILUTED

The treasury stock method is used to determine the dilutive impact of stock options and share-settled RSUs. This method assumes any proceeds from the exercise of stock options and vesting of share-settled RSUs would be used to purchase common shares at the average market price during the period.

Weighted average shares outstanding used to calculate basic and diluted earnings per common share are as follows:

	Three months ended March 31,
	2024	2023
(number of shares in millions)
Weighted average shares outstanding	2,126	2,025
Effect of dilutive options and RSUs	2	3
Diluted weighted average shares outstanding	2,128	2,028

For the three months ended March 31, 2024 and 2023, 23.0 million and 16.7 million, respectively, of anti-dilutive stock options with a weighted average exercise price of $52.97 and $55.62, respectively, were excluded from the diluted earnings per common share calculation.

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DIVIDENDS PER SHARE

On April 23, 2024, our Board of Directors declared the following quarterly dividends. All dividends are payable on June 1, 2024 to shareholders of record on May 15, 2024.

	Dividend per share
Common Shares	$0.91500
Preference Shares, Series A	$0.34375
Preference Shares, Series B	$0.32513
Preference Shares, Series D	$0.33825
Preference Shares, Series F	$0.34613
Preference Shares, Series G1	$0.47383
Preference Shares, Series H	$0.38200
Preference Shares, Series I2	$0.44932
Preference Shares, Series L	US$0.36612
Preference Shares, Series N	$0.41850
Preference Shares, Series P3	$0.36988
Preference Shares, Series R	$0.25456
Preference Shares, Series 1	US$0.41898
Preference Shares, Series 3	$0.23356
Preference Shares, Series 54	US$0.41769
Preference Shares, Series 75	$0.37425
Preference Shares, Series 9	$0.25606
Preference Shares, Series 11	$0.24613
Preference Shares, Series 13	$0.19019
Preference Shares, Series 15	$0.18644
Preference Shares, Series 19	$0.38825

1The quarterly dividend per share paid on Preference Shares, Series G was decreased to $0.47383 from $0.47676 on March 1, 2024 due to reset on a quarterly basis.

2The quarterly dividend per share paid on Preference Shares, Series I was decreased to $0.44932 from $0.45251 on March 1, 2024 due to reset on a quarterly basis.

3The quarterly dividend per share paid on Preference Shares, Series P was increased to $0.36988 from $0.27369 on March 1, 2024 due to reset of the annual dividend on March 1, 2024.

4The quarterly dividend per share paid on Preference Shares, Series 5 was increased to US$0.41769 from US$0.33596 on March 1, 2024 due to reset of the annual dividend on March 1, 2024.

5The quarterly dividend per share paid on Preference Shares, Series 7 was increased to $0.37425 from $0.27806 on March 1, 2024 due to reset of the annual dividend on March 1, 2024.

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6. ACQUISITIONS

THE EAST OHIO GAS COMPANY

On March 6, 2024, through a wholly-owned US subsidiary, we acquired all of the outstanding shares of capital stock in The East Ohio Gas Company (EOG) for cash consideration of $5.8 billion (US$4.3 billion) (the EOG Acquisition). EOG is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Ohio and is regulated by the Public Utilities Commission of Ohio and the Federal Energy Regulatory Commission. The EOG Acquisition is complementary to our other operations in Ohio.

We accounted for the EOG Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurement, acquired assets and assumed liabilities are recorded at their estimated fair values as at the date of acquisition.

The fair values of regulatory assets and liabilities, which are subject to rate-setting and cost recovery mechanisms under ASC 980, are equal to their carrying values at acquisition. The recognition of regulatory assets and liabilities is based on the actions, or expected future actions, of the regulator. To the extent that the regulator's actions differ from our expectations, the timing and amount of recovery or settlement of regulatory balances could differ significantly from those recorded at acquisition.

The purchase price allocation was prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair values of the pension and regulatory balances and their tax bases. Any adjustments to the purchase price allocation will be made as soon as practicable, but no later than one year from the date of acquisition.

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

	March 6, 2024
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets (a)	641
Property, plant and equipment (b)	7,253
Long-term assets (c)	1,647
Current liabilities	670
Long-term debt (d)	2,612
Other long-term liabilities (e)	993
Deferred income tax liabilities	1,036
Goodwill (f)	1,608
Purchase price:
Cash	5,838

a) Current assets consist primarily of cash, trade and other accounts receivable, prepaid expenses, regulatory assets and inventory. The fair value of trade receivables from customers approximates their carrying value of $376 million due to the short period to maturity. A provision for credit and recovery risk associated with accounts receivable has been made through the expected credit loss, which totaled $3 million.

b) EOG's property, plant and equipment constitutes an integrated system of rate-regulated natural gas transmission, gathering, distribution and storage assets. For these rate-regulated assets, fair value was determined using a market participant perspective. Given the regulated nature of, and fixed return on the assets, the fair value of property, plant and equipment acquired is equal to its carrying value.

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c) Long-term assets consist primarily of overfunded pension plan assets of $395 million and $1.2 billion of regulatory assets expected to be recovered from customers in future periods through rates.

Pension plan assets attributable to the workforce acquired from EOG were transferred in cash to an Enbridge-sponsored pension plan based on their fair value as at December 31, 2023, subject to closing adjustments. The fair value of plan assets was determined using unadjusted quoted market prices for identical investments.

d) The fair value of long-term debt was determined based on the current underlying US Treasury interest rates on instruments of similar yield, credit risk and tenor, as well as an implied credit spread based on current market conditions. We recorded a fair value adjustment to reduce long-term debt by $478 million with no corresponding regulatory offset.

e) Other long-term liabilities consist primarily of regulatory liabilities expected to be refunded to customers in future periods through rates.

f) Goodwill is primarily attributable to the existing assembled assets and workforce of EOG that cannot be duplicated at the same cost by a new entrant and the enhanced scale and geographic diversity of our regulated natural gas distribution business, which provides platforms for future growth and optimization with existing assets. The goodwill balance recognized has been assigned to our Gas Distribution and Storage segment and is not tax deductible.

Upon completion of the EOG Acquisition, we began consolidating EOG. For the period beginning March 6, 2024 through to March 31, 2024, EOG generated approximately $105 million of operating revenues and $25 million of earnings attributable to common shareholders.

Our supplemental pro forma consolidated financial information for the three months ended March 31, 2024 and 2023, including the results of operations for EOG as if the EOG Acquisition had been completed on January 1, 2023, are as follows:

	Three months ended March 31,
	2024	2023
(unaudited; millions of Canadian dollars)
Operating revenues	11,346	12,496
Earnings attributable to common shareholders1	1,476	1,770

1 Includes adjustment for pro forma interest expense on debt financing for the EOG Acquisition of $41 million (after-tax of $33 million) for the three months ended March 31, 2023.

ACQUISITION OF RNG FACILITIES

On January 2, 2024, through a wholly-owned US subsidiary, we acquired six Morrow Renewables operating landfill gas-to-renewable natural gas (RNG) production facilities (Tomorrow RNG) located in Texas and Arkansas for total consideration of $1.3 billion (US$1.0 billion), of which $584 million (US$439 million) was paid at close and an additional deferred consideration is payable within two years with a fair value of $757 million (US$568 million) (the RNG Facilities Acquisition). The acquired assets align with and advance our low-carbon strategy.

We accounted for the RNG Facilities Acquisition using the acquisition method as prescribed by ASC 805 Business Combinations. In accordance with valuation methodologies described in ASC 820 Fair Value Measurement, the acquired assets and assumed liabilities are recorded at their estimated fair values as at the date of acquisition.

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

	January 2, 2024
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets	31
Intangible assets (a)	925
Property, plant and equipment (b)	174
Current liabilities	5
Goodwill (c)	223
Purchase price:
Cash	584
Deferred consideration (d):
Current portion of long-term debt	550
Long-term debt	207
Other adjustments	7
	1,348

a) Intangible assets consist of long-term gas supply agreements with the respective facility's landfill owner. Fair value was determined using an income-based approach, specifically the multi-period excess earnings method, by estimating the present value of the after-tax cash flows attributable to the gas rights. The intangible assets will be amortized on a straight-line basis over the term of the respective agreement, inclusive of extension options, which range from 13 to 42 years.

b) Tomorrow RNG's property, plant and equipment constitutes specialized landfill gas plant and equipment which collects gas produced by waste decomposition, treats and compresses the gas to pipeline specifications. The direct method of replacement cost was used to determine the majority of the fair value of property, plant and equipment. Adjustments were then applied for estimated physical deterioration.

c) Goodwill is primarily attributable to expected future returns from a portfolio of both operating and scalable RNG assets, furthering the diversity of our renewable projects portfolio and accelerating progress toward our energy transition goals. The goodwill balance recognized has been assigned to our Gas Transmission segment and is tax deductible over 15 years.

d) We entered into six non-interest bearing promissory notes due to Morrow Renewables, the total value of which represents deferred payments of $808 million (US$606 million) due within two years. The first and second payments are due on January 2, 2025 and December 31, 2025, respectively. The $757 million (US$568 million) recognized in the purchase price represents the fair value of deferred consideration at the date of acquisition using the imputed interest rate method over the terms of the notes.

Upon completion of the RNG Facilities Acquisition, we began consolidating Tomorrow RNG. For the period beginning January 2, 2024 through to March 31, 2024, operating revenues and earnings attributable to common shareholders generated by Tomorrow RNG were immaterial. The impact to our supplemental pro forma consolidated operating revenues and earnings attributable to common shareholders for the three months ended March 31, 2024 and 2023, as if the RNG Facilities Acquisition had been completed on January 1, 2023, was also immaterial.

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7. DEBT

CREDIT FACILITIES

The following table provides details of our committed credit facilities as at March 31, 2024:

	Maturity1	Total Facilities	Draws2	Available
(millions of Canadian dollars)
Enbridge Inc.	2024-2049	9,036	5,690	3,346
Enbridge (U.S.) Inc.	2025-2028	8,594	3,681	4,913
Enbridge Pipelines Inc.	2025	2,000	728	1,272
Enbridge Gas Inc.	2025	2,500	335	2,165
Total committed credit facilities		22,130	10,434	11,696

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 2024, we entered into a delayed-draw term loan facility of $200 million which matures in March 2049.

In addition to the committed credit facilities noted above, we maintain $1.2 billion of uncommitted demand letter of credit facilities, of which $766 million was unutilized as at March 31, 2024. As at December 31, 2023, we had $1.1 billion of uncommitted demand letter of credit facilities, of which $572 million was 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 2024 to 2049.

As at March 31, 2024 and December 31, 2023, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year, of $9.6 billion and $3.8 billion, respectively, were supported by the availability of long-term committed credit facilities and, therefore, have been classified as long-term debt.

As a result of the EOG Acquisition and RNG Facilities Acquisition, our debt increased by US$1.9 billion and US$568 million, respectively, on each acquisition date. Accordingly, annual debt maturities have also increased. Long-term debt maturing during the year ending December 31, 2025, has increased by US$500 million and US$606 million, from the EOG Acquisition and RNG Facilities Acquisition, respectively. From the EOG Acquisition, the remaining US$1.8 billion debt is due after December 31, 2029. Refer to Note 6 - Acquisitions for further details.

LONG-TERM DEBT ISSUANCE

In April 2024, we closed a four-tranche offering consisting of three-year senior notes, five-year senior notes, 10-year senior notes, and 30-year senior notes for an aggregate principal amount of US$3.5 billion, which mature in April 2027, April 2029, April 2034 and April 2054, respectively.

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LONG-TERM DEBT REPAYMENTS

During the three months ended March 31, 2024, we completed the following long-term debt repayments totaling US$2.7 billion and $0.2 billion:

Company	Repayment Date			Principal Amount
(millions of Canadian dollars, unless otherwise stated)
Enbridge Inc.
	February 2024	Floating rate notes1		US$600
	February 2024	2.15%	senior notes	US$400
	March 2024	5.97%	senior notes2	US$700
Enbridge Pipelines Inc.
	February 2024	8.20%	debentures	$200
Enbridge Southern Lights LP
	January 2024	4.01%	senior notes	$10
Spectra Energy Partners, LP
	March 2024	4.75%	senior notes	US$1,000

1The notes carried an interest rate set to equal the Secured Overnight Financing Rate plus a margin of 63 basis points.

2The notes carried an original maturity date in March 2026, and were callable one year after their issuance, in March 2024.

SUBORDINATED TERM NOTES

As at March 31, 2024 and December 31, 2023, our fixed-to-floating rate and fixed-to-fixed rate subordinated term notes had a principal value of $13.2 billion and $13.0 billion, respectively.

FAIR VALUE ADJUSTMENT

As at March 31, 2024 and December 31, 2023, the net fair value adjustments to total debt assumed in a historical acquisition were $501 million and $514 million, respectively. As a result of the EOG Acquisition, there were additional fair value adjustments of $478 million to decrease total debt as at March 31, 2024. Amortization of the fair value adjustment is recorded as an increase to Interest expense in the Consolidated Statements of Earnings:

	Three months ended March 31,
	2024	2023
(millions of Canadian dollars)
Amortization of fair value adjustment	12	11

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 March 31, 2024, we were in compliance with all such debt covenant provisions.

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8. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

Changes in Accumulated other comprehensive income (AOCI) attributable to our common shareholders for the three months ended March 31, 2024 and 2023 are as follows:

	Cash Flow Hedges	Excluded Components of Fair Value Hedges	Net Investment Hedges	Cumulative Translation Adjustment	Equity Investees	Pension and OPEB Adjustment	Total
(millions of Canadian dollars)
Balance as at January 1, 2024	320	(23)	(728)	2,653	11	70	2,303
Other comprehensive income/(loss) retained in AOCI	144	(15)	(377)	1,629	(1)	—	1,380
Other comprehensive (income)/loss reclassified to earnings
Foreign exchange contracts1	—	19	—	—	—	—	19
Amortization of pension and OPEB actuarial gain2	—	—	—	—	—	(5)	(5)
	144	4	(377)	1,629	(1)	(5)	1,394
Tax impact
Income tax on amounts retained in AOCI	(34)	4	—	—	—	—	(30)
Income tax on amounts reclassified to earnings	—	(4)	—	—	—	1	(3)
	(34)	—	—	—	—	1	(33)
Balance as at March 31, 2024	430	(19)	(1,105)	4,282	10	66	3,664

	Cash Flow Hedges	Excluded Components of Fair Value Hedges	Net Investment Hedges	Cumulative Translation Adjustment	Equity Investees	Pension and OPEB Adjustment	Total
(millions of Canadian dollars)
Balance as at January 1, 2023	121	(35)	(1,137)	4,348	5	218	3,520
Other comprehensive income/(loss) retained in AOCI	(90)	7	15	(57)	—	—	(125)
Other comprehensive (income)/loss reclassified to earnings
Interest rate contracts3	8	—	—	—	—	—	8