SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Schedule of Common Shares

COMMON SHARES

	2024		2023		2022
December 31,	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount
(millions of Canadian dollars; number of shares in millions)
Balance at beginning of year	2,125	69,180	2,025	64,760	2,026	64,799
Shares issued, net of issue costs	51	2,489	103	4,485	—	—
Shares issued on exercise of stock options	1	39	—	3	2	53
Shares issued on vesting of RSUs, net of tax	1	30	—	12	—	—
Share repurchases at stated value1	—	—	(3)	(80)	(3)	(88)
Other	—	—	—	—	—	(4)
Balance at end of year	2,178	71,738	2,125	69,180	2,025	64,760

1Reflects the repurchase and cancellation of common shares under our normal course issuer bid.

On May 15, 2024, we filed prospectus supplements in Canada and the US to establish an at-the-market equity issuance program (the ATM Program) that allowed us to issue and sell, at our discretion, up to $2.75 billion (or the US dollar equivalent) of our common shares from treasury to the public from time to time at the market prices prevailing at the time of sale through the Toronto Stock Exchange, the New York Stock Exchange (NYSE) or any other marketplace in Canada or the US where the common shares may be traded.

During the period from May 15, 2024 to July 31, 2024, 51,298,629 common shares were issued and sold under the ATM Program at average prices of CAD$48.72 and US$35.77 per common share for aggregate gross proceeds of $2.50 billion ($2.48 billion, net of aggregate commissions paid of $16.3 million and other issuance costs). On August 1, 2024, we terminated the ATM Program. Net proceeds from sales of common shares under the ATM Program were used to partially fund the Questar Acquisition and PSNC Acquisition and to pay related fees and expenses.

On September 8, 2023, we closed a public offering of 102,913,500 common shares at a price of $44.70

per share for gross proceeds of $4.6 billion which were also used to finance a portion of the aggregate

cash consideration payable for the Acquisitions discussed in Note 8 - Acquisitions and Disposition.

Schedule of Preference Shares and Characteristics of Preference Shares

PREFERENCE SHARES

	2024		2023		2022
December 31,	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount
(millions of Canadian dollars; number of shares in millions)
Preference Shares, Series A	5	125	5	125	5	125
Preference Shares, Series B	20	500	20	500	20	500
Preference Shares, Series D	18	450	18	450	18	450
Preference Shares, Series F	18	454	18	454	20	500
Preference Shares, Series G1	2	46	2	46	—	—
Preference Shares, Series H	12	291	12	291	14	350
Preference Shares, Series I2	2	59	2	59	—	—
Preference Shares, Series L	16	411	16	411	16	411
Preference Shares, Series N	18	450	18	450	18	450
Preference Shares, Series P	16	400	16	400	16	400
Preference Shares, Series R	16	400	16	400	16	400
Preference Shares, Series 1	16	411	16	411	16	411
Preference Shares, Series 3	22	562	24	600	24	600
Preference Shares, Series 43	2	38	—	—	—	—
Preference Shares, Series 5	8	206	8	206	8	206
Preference Shares, Series 7	10	250	10	250	10	250
Preference Shares, Series 9	11	275	11	275	11	275
Preference Shares, Series 11	20	500	20	500	20	500
Preference Shares, Series 13	14	350	14	350	14	350
Preference Shares, Series 15	11	275	11	275	11	275
Preference Shares, Series 19	20	500	20	500	20	500
Issuance costs		(135)		(135)		(135)
Balance at end of year		6,818		6,818		6,818

1On June 1, 2023, 1,827,695 of the outstanding Preference Shares, Series F were converted into Preference Shares, Series G.

2On September 1, 2023, 2,350,602 of the outstanding Preference Shares, Series H were converted into Preference Shares, Series I.

3On September 1, 2024, 1,502,775 of the outstanding Preference Shares, Series 3 were converted into Preference Shares, Series 4.

Characteristics of our outstanding preference shares are as follows:

	Dividend Rate		Dividend1	Per Share Base Redemption Value2	Redemption and Conversion Option Date2,3	Right to Convert Into3,4
(Canadian dollars unless otherwise stated)
Preference Shares, Series A	5.50	%	$1.37500	$25	—	—
Preference Shares, Series B	5.20	%	$1.30052	$25	June 1, 2027	Series C
Preference Shares, Series D	5.41	%	$1.35300	$25	March 1, 2028	Series E
Preference Shares, Series F	5.54	%	$1.38452	$25	June 1, 2028	Series G
Preference Shares, Series G5	6.15	%	$1.51644	$25	June 1, 2028	Series F
Preference Shares, Series H	6.11	%	$1.52800	$25	September 1, 2028	Series I
Preference Shares, Series I6	5.76	%	$1.42028	$25	September 1, 2028	Series H
Preference Shares, Series L	5.86	%	US$1.46448	US$25	September 1, 2027	Series M
Preference Shares, Series N	6.70	%	$1.67400	$25	December 1, 2028	Series O
Preference Shares, Series P7	5.92	%	$1.47952	$25	March 1, 2029	Series Q
Preference Shares, Series R8	6.31	%	$1.57852	$25	June 1, 2029	Series S
Preference Shares, Series 1	6.70	%	US$1.67592	US$25	June 1, 2028	Series 2
Preference Shares, Series 39	5.29	%	$1.32200	$25	September 1, 2029	Series 4
Preference Shares, Series 410	6.02	%	$1.48440	$25	September 1, 2029	Series 3
Preference Shares, Series 511	6.68	%	US$1.67076	US$25	March 1, 2029	Series 6
Preference Shares, Series 712	5.99	%	$1.49700	$25	March 1, 2029	Series 8
Preference Shares, Series 913	5.67	%	$1.41800	$25	December 1, 2029	Series 10
Preference Shares, Series 11	3.94	%	$0.98452	$25	March 1, 2025	Series 12
Preference Shares, Series 13	3.04	%	$0.76076	$25	June 1, 2025	Series 14
Preference Shares, Series 15	2.98	%	$0.74576	$25	September 1, 2025	Series 16
Preference Shares, Series 19	6.21	%	$1.55300	$25	March 1, 2028	Series 20

1The holder is entitled to receive a fixed cumulative quarterly preferential dividend, as declared by the Board of Directors. With the exception of Preference Shares, Series A, such fixed dividend rate resets every five years beginning on the initial Redemption and Conversion Option Date. Preference Shares, Series G, Series I and Series 4 contain a feature where the dividend rate resets on a quarterly basis. These Dividend Rates are presented in the table above on an annualized basis using the most recent quarterly dividend rate reset. The Preference Shares, Series 19 contain a feature where the fixed dividend rate, when reset every five years, will not be less than 4.90%. No other series of preference shares has this feature.

2Preference Shares, Series A may be redeemed any time at our option. For all other series of preference shares, we may at our option, redeem all or a portion of the outstanding preference shares for the Per Share Base Redemption Value plus all accrued and unpaid dividends on the Redemption Option Date and on every fifth anniversary thereafter.

3The holder will have the right, subject to certain conditions, to convert their shares into Cumulative Redeemable Preference Shares of a specified series on a one-for-one basis on the Conversion Option Date and every fifth anniversary thereafter at an ascribed issue price equal to the Per Share Base Redemption Value.

4With the exception of Preference Shares, Series A, after the Redemption and Conversion Option Date, holders may elect to receive quarterly floating rate cumulative dividends per share at a rate equal to: $25 x (number of days in quarter/number of days in year) x three month Government of Canada treasury bill rate + 2.4% (Series C), 2.4% (Series E), 2.5% (Series G), 2.1% (Series I), 2.7% (Series O), 2.5% (Series Q), 2.5% (Series S), 2.4% (Series 4), 2.6% (Series 8), 2.7% (Series 10), 2.6% (Series 12), 2.7% (Series 14), 2.7% (Series 16), or 3.2% (Series 20); or US$25 x (number of days in quarter/number of days in year) x three month US Government treasury bill rate + 3.2% (Series M), 3.1% (Series 2), or 2.8% (Series 6).

5The quarterly dividend per share paid on Preference Shares, Series G was decreased to $0.37911 from $0.43014 on December 1, 2024 due to reset on a quarterly basis.

6The quarterly dividend per share paid on Preference Shares, Series I was decreased to $0.35507 from $0.40589 on December 1, 2024 due to reset on a quarterly basis.

7The 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.

8The quarterly dividend per share paid on Preference Shares, Series R was increased to $0.39463 from $0.25456 on June 1, 2024 due to reset of the annual dividend on June 1, 2024.

9The quarterly dividend per share paid on Preference Shares, Series 3 was increased to $0.33050 from $0.23356 on September 1, 2024 due to reset of the annual dividend on September 1, 2024.

10 On September 1, 2024, 1,502,775 of the outstanding Preference Shares, Series 3 were converted into Preference Shares, Series 4. The quarterly dividend per share paid on Preference Shares, Series 4 was decreased to $0.37110 from $0.42206 on December 1, 2024 due to reset on a quarterly basis following the date of issuance.

11 The 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.

12 The 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.

13 The quarterly dividend per share paid on Preference Shares, Series 9 was increased to $0.35450 from $0.25606 on December 1, 2024 due to reset of the annual dividend on December 1, 2024.