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ACQUISITIONS AND DISPOSITIONS (Tables)

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Estimated Preliminary Fair Values Assigned to Net Assets

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


	May 31, 20241
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets (a)		380
Property, plant and equipment (b)		6,013
Long-term assets (c)		163
Current liabilities		416
Long-term debt (d)		1,343
Other long-term liabilities (e)		919
Deferred income tax liabilities		527
Goodwill (f)		793
Purchase price:
Cash		4,144

In the fourth quarter of 2024, immaterial adjustments were made to the Questar Acquisition purchase price allocation.

Current assets consist primarily of cash, trade and other accounts receivable and inventory. The fair value of trade receivables from customers approximates their carrying value of $202 million due to the short period to maturity. A provision of $9 million for expected credit loss associated with accounts receivable has been recorded.

Questar's property, plant and equipment constitutes an integrated system of rate-regulated natural gas transmission, distribution and storage assets. Wexpro's property, plant and equipment consists of cost-of-service gas and oil properties developed and produced for Questar. 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.

Long-term assets consist primarily of funds collected from Questar by Wexpro and held in trust to fund future asset retirement obligations (ARO), as well as regulatory assets expected to be recovered from customers in future periods through rates.

The fair value of long-term debt was determined based on the current underlying US Treasury interest rates on instruments of similar 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 $301 million with no corresponding regulatory offset.

Other long-term liabilities consist primarily of regulatory liabilities, expected to be refunded to customers in future periods through rates, as well as ARO. The fair value of the ARO liability was determined using a discounted cash flow approach.

Goodwill is primarily attributable to the existing assembled assets and workforce of Questar and Wexpro 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 a platform 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.

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


	March 6, 20241
(millions of Canadian dollars)
Fair value of net assets acquired:
Current assets (a)		493
Property, plant and equipment (b)		7,276
Long-term assets (c)		1,689
Current liabilities		551
Long-term debt (d)		2,612
Other long-term liabilities (e)		1,001
Deferred income tax liabilities		1,045
Goodwill (f)		1,603
Purchase price:
Cash		5,852

In the fourth quarter of 2024, immaterial adjustments were made to the EOG Acquisition purchase price allocation.

Current assets consist primarily of trade and other accounts receivable, prepaid expenses, regulatory assets and inventory. The fair value of trade receivables from customers approximates their carrying value of $379 million due to the short period to maturity. A provision of $3 million for expected credit loss associated with accounts receivable has been recorded.

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.

Long-term assets consist primarily of overfunded pension plan assets of $367 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 March 6, 2024. The fair value of plan assets was determined using unadjusted quoted market prices for identical investments.

The fair value of long-term debt was determined based on the current underlying US Treasury interest rates on instruments of similar 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.

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

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 a platform 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.

The following table summarizes the estimated 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

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 (approximately nine years to the next extension period on a weighted-average basis).

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.

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.

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 payment was made on January 2, 2025 and the second payment is due on December 31, 2025. 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.

Schedule of Supplemental Pro Forma Consolidated Financial Information

Our supplemental pro forma consolidated financial information for the three and six months ended June 30, 2024, including the results of operations for Questar and Wexpro as if the Questar Acquisition had been completed on January 1, 2023, was as follows:

Our supplemental pro forma consolidated financial information for the three and six months ended June 30, 2024, including the results of operations for EOG as if the EOG Acquisition had been completed on January 1, 2023, was as follows:

June 30, 2024

Three months ended

Six months ended

(unaudited; millions of Canadian dollars)

Operating revenues

Earnings attributable to common shareholders