Enbridge Reports Second Quarter Adjusted Earnings of $306 Million or $0.38 Per Common Share

Marketwired

CALGARY, ALBERTA--(Marketwired - Aug 1, 2013) -

HIGHLIGHTS

(all financial figures are unaudited and in Canadian dollars)

  • Second quarter earnings were $42 million and six months earnings were $292 million, both including net unrealized non-cash mark-to-market losses
  • Second quarter and six months adjusted earnings increased 12% to $306 million and 23% to $794 million, respectively
  • Enbridge continued to execute its financing plan with the issuance of $600 million of Common Shares, $600 million of Cumulative Redeemable Preference Shares, $700 million of Medium Term Notes and the finalization of $2 billion of additional committed bank credit facilities
  • Enbridge Energy Partners, L.P. announced plans for an Initial Public Offering of a natural gas and natural gas liquids midstream master limited partnership
  • Enbridge announced a $1.2 billion investment in preferred units of Enbridge Energy Partners, L.P.
  • Enbridge proceeding with the Woodland Pipeline Extension project; Enbridge's share of the investment is expected to be approximately $0.6 billion
  • Enbridge secured a $0.3 billion project to provide terminal services for the Surmont Phase 2 project
  • Enbridge secured a 50% interest in the development of the 300-megawatt Blackspring Ridge Wind Project, with an approximate investment of $0.3 billion, and a 50% interest in the 80-megawatt Saint Robert Bellarmin Wind Project, with an approximate investment of $0.1 billion
  • Line 37 returned to service following the release of light synthetic crude oil in June 2013 caused by 1-in-100 year water levels; remediation and long-term stabilization costs are estimated to be $40 million after-tax

Enbridge Inc. (ENB.TO) (ENB) - "Enbridge performed well in the second quarter," said Al Monaco, President and Chief Executive Officer, Enbridge Inc. (Enbridge or the Company). "We are pleased with the significant earnings growth in the first half of 2013 and we remain on track to meet our adjusted earnings guidance range of $1.74 to $1.90 per share. During the second quarter, we added to our already record slate of commercially secured growth projects and made good progress on significant additional opportunities not yet in the secured category. These projects are reinforcing our confidence in achieving industry leading earnings growth through 2016 and beyond."

Operations

The Company achieved adjusted earnings growth of 23% in the first half of 2013. In general, the Company's operating segments continued to perform well in the second quarter of 2013 and continued to realize contributions from new projects placed into service; however, a decline in liquids volumes and increased operating and administrative costs, including financing costs, moderated the rate of growth compared with the first quarter of the year, as expected.

Within Liquids Pipelines, Canadian Mainline had a positive start to 2013 with respect to throughput, primarily due to strong supply from Western Canada and the on-going effect of crude oil price differentials which drove an increase in long-haul barrels on the Enbridge system. However, the volume growth experienced in the first quarter was not sustained into the second quarter when throughput was negatively impacted by unexpected plant turnarounds and outages from midwest refiners. Other contributors to Liquids Pipelines adjusted earnings growth for the first six months of 2013 included increased contributions from Enbridge's 50% interest in the Seaway Crude Pipeline System (Seaway Pipeline) and new regional oil sands infrastructure, including the Woodland and Wood Buffalo pipelines.

Energy Services had a second consecutive quarter of strong earnings growth as wide location and crude grade differentials continued to provide attractive arbitrage opportunities. Enbridge Gas Distribution Inc. (EGD) contributed to the period-over-period earnings growth for the six-month period; however, due to timing of revenues and costs, earnings growth experienced in the first quarter of 2013 was partially reversed in the second quarter and this trend is expected to continue for the balance of the year.

Within Sponsored Investments, Enbridge Energy Partners, L.P. (EEP) earnings increased due to Enbridge's investment in preferred units of EEP, which was made in early May 2013, and higher general partner incentive distributions. However, the weak commodity price environment continued to negatively impact EEP's natural gas gathering and processing business. Enbridge Income Fund (the Fund) continued to deliver strong results, bolstered by the renewable energy and crude oil storage assets dropped down to the Fund in 2012. Finally, as the Company continued to pre-fund its record slate of commercially secured growth projects, financing costs have increased primarily through increased preference share dividends.

Adjusted earnings for the second quarter of 2013 excluded, among other items, the impact of non-recurring remediation costs associated with the Line 37 crude oil release. Further, the Company's earnings will continue to reflect, as was the case in the first half of 2013, changes in unrealized mark-to-market accounting impacts related to the comprehensive long-term economic hedging program Enbridge has in place to mitigate exposures to interest rate variability and foreign exchange, as well as commodity prices. The Company believes that the hedging program supports the generation of reliable cash flows and dividend growth.

Key Developments

"Enbridge has more than $28 billion in secured projects expected to come into service by 2016," said Mr. Monaco. "Demand for new energy infrastructure across North America remains strong. The positioning of Enbridge's existing infrastructure assets and our proven track record of successful execution position us well to continue to capture new opportunities and drive our growth well into the latter half of the decade."

Over the second quarter, Enbridge continued to advance liquids pipelines growth and expansion projects to meet shippers' needs for additional capacity and expanded market access.

In July, Enbridge announced it is proceeding with the construction of the 36-inch 385-kilometre (228-mile) Woodland Pipeline Extension Project to extend the Woodland Pipeline south from Enbridge's Cheecham Terminal to its Edmonton Terminal. The proposed pipeline will have an initial capacity of 400,000 barrels per day (bpd), with the ability to expand to approximately 800,000 bpd. The project has a target in-service date of 2015 and Enbridge's share of the investment to construct this project is expected to be approximately $0.6 billion.

In May 2013, Enbridge announced an agreement with ConocoPhillips Canada Resources Corp. and Total E&P Canada Ltd. (the ConocoPhillips Surmont Partnership) to expand existing infrastructure at the Enbridge Cheecham Terminal to accommodate incremental production from Surmont's Phase 2 expansion.

"The oil sands represent an area of significant growth opportunity for Enbridge. The Woodland Pipeline Extension and Cheecham Terminal Expansion once again demonstrate our ability to use our existing pipeline systems and connections to deliver timely and cost-effective transportation solutions for producers," said Mr. Monaco. "We have a number of projects currently under way and that we expect to be in service in 2014 and throughout 2015, adding significant value for our customers and our shareholders, as well as significant additional opportunities under development."

In June, Enbridge announced the launch of a second open season on the Southern Access Extension to enable new shippers to subscribe for additional volumes, following an initial successful open season that concluded in January 2013. Concurrently, Energy Transfer Partners, L.P. (Energy Transfer) launched an open season for the Eastern Gulf Crude Access Pipeline to transport crude to the Eastern Gulf Coast refiner market. Enbridge and Energy Transfer have entered into an agreement on the terms for the joint development of the project.

Also in June, the Joint Review Panel (JRP) heard final arguments and concluded hearings on the Northern Gateway Project. The JRP is expected to render its decision by the end of 2013.

In Power Generation, Enbridge further expanded its renewable energy portfolio through the acquisition in April of a 50% interest in the development of the 300-megawatt (MW) Blackspring Ridge Wind Project (Blackspring Ridge), followed by the announcement in July of the acquisition of a 50% interest in the 80-MW Saint Robert Bellarmin Wind Project.

"The Blackspring Ridge and Saint Robert Bellarmin wind farms further our successful strategy to invest in advanced staged projects with solid economics and long-term contractual underpinning," said Mr. Monaco. "Our investments also help us achieve our Neutral Footprint commitment to reduce our environmental impact by generating a kilowatt of renewable energy for every additional kilowatt consumed by our operations."

In April 2013, EEP announced plans to construct a 150 million cubic feet per day (mmcf/d) cryogenic natural gas processing plant near Beckville (the Beckville Plant) in Panola County, Texas at an estimated cost of US$0.1 billion. Construction of the East Texas Beckville Plant and associated facilities is anticipated to begin in late 2013, with an expected in-service date of 2015.

Also in the second quarter of 2013, the Company completed several initiatives to enhance EEP's liquidity and moderate its immediate need to access equity markets to fund its large organic growth program over the next several years. These include Enbridge's US$1.2 billion investment in EEP preferred units, EEP's reduction in funding and associated economic interest in both the Eastern Access and Lakehead System Mainline expansion projects and a Receivable Purchase Agreement signed between a wholly-owned Enbridge subsidiary and certain EEP subsidiaries.

EEP also announced in June 2013 its intention to launch an initial public offering of Midcoast Energy Partners, L.P. (MEP), a proposed master limited partnership whose initial asset will consist of an approximate 40% ownership interest in EEP's existing natural gas and NGL midstream business. The purpose of the offering, as outlined in EEP's June 11, 2013 news release, includes the enhancement of EEP's access to capital, lowering of EEP's cost of financing by reducing its equity and debt capital requirements, and enhancement of the strategic focus of both EEP and MEP by allowing EEP to focus on its crude oil liquids pipeline business and MEP to focus on its natural gas and NGL midstream business.

"The maintenance of financial strength and flexibility continues to be fundamental to Enbridge's growth strategy, particularly in light of the record level of growth projects secured or under development. The transactions with EEP will strengthen the partnership's liquidity and enhance its ability to finance its $8.5 billion in growth projects. This will support Enbridge's strategic goal of optimizing the cost of funding for the current large growth program, ultimately driving EEP's cost of capital down to a level where it can be a viable option for future asset drop downs from Enbridge's large inventory of U.S. assets," said Mr. Monaco.

Enbridge continued to be active in capital markets since the end of the first quarter, including the issuance of $600 million in Series 3 Preference Shares, $600 million in Common Shares and $700 million in medium-term notes. The funds will be used to support the Company's record slate of growth projects. The Company also completed a significant expansion of its enterprise-wide bank credit facilities with an additional $500 million closed in the second quarter and a further $1,500 million in July.

On June 22, 2013, Enbridge confirmed a release of light synthetic crude oil from Line 37, a 12-inch lateral pipeline near Enbridge's Cheecham Terminal approximately 70 kilometres (45 miles) southeast of Fort McMurray, Alberta. Unusually high water levels in the region triggered ground movement on the right-of-way resulting in the release. Enbridge shut down all pipelines that shared a corridor with Line 37 as a precaution.

"Our highest priority is the safety and protection of people and the environment. The conditions that led to this incident resulted from a one-in-100 year water-level event, which made site access and remediation very challenging. We are proud of the Enbridge team and contractors and appreciate the rapid, professional and safe response to the incident. We also worked closely with our customers to mitigate impacts to their operations to the extent possible," said Mr. Monaco.

As of the end of July, clean up of the release has been substantially completed, all pipelines have been returned to full service. Prior to returning the lines to service, Enbridge conducted significant excavation, dewatering and geotechnical analysis to assure the long-term integrity and stability of the lines.

Over the same period, flooding in southern Alberta necessitated the closure of Enbridge's Calgary head office for several days. Enbridge's operations were not affected. Enbridge donated $200,000 to the Canadian Red Cross to support relief efforts in addition to matching employee contributions, resulting in an approximate contribution of $305,000.

"Enbridge employees actively supported volunteer efforts in Calgary and southern Alberta, helping their colleagues, friends and neighbours deal with the impacts of the flood. Our team's response exemplified our Company's values and our commitment to supporting the communities in which we live and work," said Mr. Monaco.

"We remain firmly committed to our top priority of safety and reliability, focused on executing our secured projects on time and on budget, and confident in our ability to extend our industry-leading growth through the second half of the decade," concluded Mr. Monaco. "Demand for energy infrastructure remains strong and Enbridge is well positioned to deliver innovative and low cost solutions through expansion, extension and repurposing of our existing asset base."

SECOND QUARTER 2013 OVERVIEW

For more information on Enbridge's growth projects and operating results, please see the Management's Discussion and Analysis (MD&A) which is filed on SEDAR and EDGAR and also available on the Company's website at www.enbridge.com/InvestorRelations.aspx. We further draw your attention to Note 2, Revision of Prior Period Financial Statements to the Consolidated Financial Statements as at and for the three and six months ended June 30, 2013, which discusses a non-cash revision to comparative financial statements. The discussion and analysis included in this news release is based on revised financial results for the three and six months ended June 30, 2012.

  • Earnings attributable to common shareholders increased from $8 million in the second quarter of 2012 to $42 million in the second quarter of 2013. The comparability of the Company's results are impacted by a number of unusual, non-recurring or non-operating factors, the most significant of which are changes in unrealized derivative fair value gains or losses. Also impacting the comparability of earnings for the three months ended June 30, 2013 were leak remediation and stabilization costs of approximately $40 million after-tax and before insurance recoveries related to the Line 37 crude oil release. Lost revenue associated with the shutdown of Line 37 and the pipelines sharing a corridor with Line 37 was minimal. Positively impacting earnings for the second quarter of 2013 was an enacted income tax rate change.
  • Enbridge's adjusted earnings for the second quarter of 2013 increased to $306 million from $274 million in the comparative period of 2012. Adjusted earnings decreased on Canadian Mainline due to lower volumes as a result of unexpected midwest refinery plant turnarounds and outages. Positive contributions from higher contracted volumes and new assets placed into service in 2012 on the Regional Oil Sands System and increased contributions from the Company's 50% interest in Seaway Pipeline provided higher quarter-over-quarter adjusted earnings. Also providing positive adjusted earnings increases were Energy Services, as well as distributions received from Enbridge's investment in preferred units of EEP which was made in early May 2013. Offsetting these increases were lower earnings from EEP's gas gathering and processing business due to weak commodity price environment and, within Enbridge's Corporate segment, increased preference share dividends related to preference share issuances completed to pre-fund the Company's commercially secured growth projects.
  • On July 25, 2013, Enbridge announced that it had received shipper sanctioning for the Woodland Pipeline Extension Project. The joint venture project will extend the Woodland Pipeline south from Enbridge's Cheecham Terminal to its Edmonton Terminal. The extension is a proposed 385-kilometre (228-mile), 36-inch diameter pipeline with an initial capacity of 400,000 bpd, expandable to 800,000 bpd. Enbridge's share of the estimated capital cost of the project is approximately $0.6 billion, subject to finalization of scope and a definitive cost estimate. The project has a target in-service date of 2015.
  • On July 22, 2013, Enbridge announced it had secured an agreement with EDF Energy Nouvelles Canada Development Inc. to acquire a 50% interest in the 80-MW Saint Robert Bellarmin Wind Project, located 300 kilometres (185 miles) east of Montreal, Quebec. The project is operational and power output is being delivered to Hydro-Quebec under a 20-year power purchase agreement. The Company's total investment in the project is approximately $0.1 billion.
  • On June 28, 2013, EEP and certain of its subsidiaries entered into a Receivables Purchase Agreement with a wholly-owned subsidiary of Enbridge whereby Enbridge will purchase the accounts receivable of certain EEP subsidiaries on a monthly basis through 2016, up to a maximum of US$350 million at any one point. The primary objective of the accounts receivable transaction is to further enhance EEP's available liquidity, and its cash available from operations for payment of distributions, during the next few years until EEP's large growth capital commitments are permanently funded, as well as to provide an annual saving in EEP's cost of funding during this period.
  • Also on June 28, 2013, EEP exercised each of the options to reduce its funding and associated economic interest in both the Eastern Access project and Lakehead System Mainline Expansion project from 40% to 25%. The projects are co-funded by Enbridge and EEP. EEP retains the option to increase its economic interest held in each of the projects by up to 15% within one year of the respective final in-service dates.
  • On June 22, 2013, Enbridge reported a release of light synthetic crude oil on its Line 37 pipeline approximately two kilometres north of Enbridge's Cheecham Terminal, which is located approximately 70 kilometres (45 miles) southeast of Fort McMurray, Alberta. Line 37 is part of Regional Oil Sands System and connects facilities in the Long Lake area to the Cheecham Terminal. The Company estimated the volume of the release at approximately 1,300 barrels, caused by unusually high water levels in the region which triggered ground movement on the right-of-way. The majority of oil released from Line 37 has now been recovered, and on July 11, 2013, Line 37 returned to service at reduced operating pressure. Normal operating pressure was restored on Line 37 on July 29, 2013 after finalization of geotechnical analysis. Industry and environmental regulators have been to the site of the release and the Company has been providing regular updates on status of the clean-up, repair and remediation.

    The costs expected to be incurred in connection with this incident are estimated to be approximately $40 million after-tax and before insurance recoveries. Included in the cost estimate are expenditures of approximately $19 million after-tax incurred to ensure long-term integrity and stability of Line 37 and other lines within the right-of-way. Lost revenue associated with the shutdown of Line 37 and the pipelines sharing a corridor with Line 37 was minimal. Enbridge carries liability insurance for sudden and accidental pollution events and expects to be reimbursed for its covered costs, subject to a $10 million deductible. The integrity and stability costs associated with remediating the impact of the high water levels are precautionary in nature and not covered by insurance. Enbridge expects to record receivables for amounts claimed for recovery pursuant to its insurance policies during the period that it deems realization of the claim for recovery to be probable.
  • In May 2013, EEP formed MEP, which is currently EEP's wholly-owned subsidiary. On June 14, 2013, MEP filed a Registration Statement on Form S-1 with the Securities and Exchange Commission related to MEP's proposed initial public offering of common units representing limited partner interests in MEP. If the proposed offering closes, MEP's initial asset will consist of an approximate 40% ownership interest in EEP's existing natural gas and NGL midstream business. EEP will retain ownership of the general partner and all the incentive distribution rights in MEP. EEP expects that MEP will sell a minority of its total limited partner interests in the offering, which is expected to occur in the second half of 2013.
  • On May 28, 2013, Noverco Inc. (Noverco) sold 15 million Enbridge common shares through a secondary offering. Enbridge's share of the net after-tax proceeds of approximately $248 million was received as dividends from Noverco on June 4, 2013 and will be used to pay a portion of the Company's quarterly dividend on September 1, 2013. A portion of this dividend will not qualify for the enhanced dividend tax credit in Canada and accordingly, will not be designated as an "eligible dividend". The dividend will still be a "qualified dividend" for United States tax purposes.
  • On May 8, 2013, Enbridge invested US$1.2 billion in preferred units issued by EEP. EEP will use the proceeds to finance a portion of its commercially secured growth projects, to repay commercial paper and for general partnership purposes. The preferred units, with a price per unit of $25 (par value), have a fixed yield of 7.5% with the rate to be reset every five years. Under the preferred units terms, quarterly cash distributions will not be payable in cash during the first eight quarters and will be added to the redemption value. Quarterly cash distributions will be payable beginning in the ninth quarter and deferred distributions are payable on the fifth anniversary or when redemption of the units takes place. The preferred units will be redeemable at EEP's option on the five-year anniversary of the issuance and every fifth year thereafter, at par and including the deferred distribution. Earlier redemption is permitted under certain events including the ability to redeem the preferred units using the net proceeds from EEP's equity issuances or from the sale of assets and from the issuance of debt, in equal amounts. In addition, on or after June 1, 2016, at Enbridge's sole option, the preferred units can be converted into approximately 43.2 million common units of EEP.
  • On May 7, 2013, Enbridge announced it had entered into a terminal services agreement with the ConocoPhillips Surmont Partnership to expand Enbridge's Cheecham Terminal to accommodate incremental bitumen production from Surmont's Phase 2 expansion. The Company is constructing two new 450,000 barrel blend tanks and converting an existing tank from blend to diluent service. The expansion is expected to come into service in two phases, with the blended product system expected in the fourth quarter of 2014 and the diluent system expected in the first quarter of 2015. The estimated cost of the project is approximately $0.3 billion.
  • On April 30, 2013, EEP announced plans to construct the Beckville Plant in Panola County, Texas, at an expected cost of approximately US$0.1 billion. The Beckville Plant will offer incremental processing capacity for existing and future customers in the Cotton Valley shale region where EEP's East Texas system is located. The Beckville Plant has a planned capacity of 150 mmcf/d and construction of the plant and associated facilities is anticipated to begin in late 2013, with an expected in-service date of 2015.
  • On April 8, 2013, Enbridge secured a 50% interest in the development of the 300-MW Blackspring Ridge project, located 50 kilometres (31 miles) north of Lethbridge, Alberta in Vulcan County. The project is being constructed under a fixed price engineering, procurement and construction contract and is expected to be completed in the second quarter of 2014. Renewable Energy Credits generated from Blackspring Ridge are contracted to Pacific Gas and Electric Company under a 20-year purchase agreement. The electricity will be sold into the Alberta power pool with pricing fixed on 75% of production through long-term contracts. The Company's total investment in the project is expected to be approximately $0.3 billion.
  • On April 1, 2013, the Fund announced it concluded a settlement (the Settlement) with a group of shippers relating to new tolls on the Westspur System. Pursuant to the Settlement, the tolls on the Westspur System will be fixed and increased annually with reference to a pre-identified inflation index, subject to throughput remaining within a volume band close to volumes recently transported on the Westspur System. The Settlement resulted in an after-tax write-down of approximately $12 million ($4 million after-tax attributable to Enbridge) in the first quarter of 2013 related to a deferred regulatory asset which is not expected to be collected under the terms of the Settlement. At the request of certain shippers who did not execute the Settlement, the National Energy Board has not removed the interim status from the historical tolls and has made the new tolls interim as well. As of July 31, 2013, the Fund continues to work with shippers to resolve the matter.
  • Since the end of the first quarter, the Company completed the following financing transactions:
    • On July 3, 2013, Enbridge issued medium-term notes of $450 million with a 10-year maturity and $250 million with a 29-year maturity, respectively.
    • On June 6, 2013, Enbridge completed an offering of 24 million Cumulative Redeemable Preference Shares, Series 3, for gross proceeds of $600 million.
    • On April 16, 2013, Enbridge completed an offering of approximately 13 million Common Shares for gross proceeds of approximately $600 million.
    • In the second quarter of 2013, Enbridge increased its enterprise-wide general purpose credit facilities to $14.7 billion and subsequent to quarter-end, Enbridge further increased its general purpose credit facilities by approximately $1.5 billion.

DIVIDEND DECLARATION

On July 31, 2013, the Enbridge Board of Directors declared the following quarterly dividends. All dividends are payable on September 1, 2013 to shareholders of record on August 15, 2013.

Common Shares1 $0.31500
Preference Shares, Series A $0.34375
Preference Shares, Series B $0.25000
Preference Shares, Series D $0.25000
Preference Shares, Series F $0.25000
Preference Shares, Series H $0.25000
Preference Shares, Series J US$0.25000
Preference Shares, Series L US$0.25000
Preference Shares, Series N $0.25000
Preference Shares, Series P $0.25000
Preference Shares, Series R $0.25000
Preference Shares, Series 1 US$0.25000
Preference Shares, Series 32 $0.23840
(1) A portion of this common share dividend will not qualify for the enhanced dividend tax credit in Canada and accordingly, will not be designated as an "eligible dividend". This is because certain of the funds being distributed to shareholders will be sourced from funds received in the form of dividends from Noverco, a private company investee of Enbridge. The remaining portion of the dividend will be designated as an "eligible dividend" for Canadian federal income tax purposes. The whole dividend of $0.315 per share will still be a "qualified dividend" for United States tax purposes.
(2) This first dividend declared for the Preference Shares, Series 3 includes accrued dividends from June 6, 2013, the date the shares were issued. The regular quarterly dividend of $0.25 per share will take effect on December 1, 2013.

CONFERENCE CALL

Enbridge will hold a conference call on Thursday, August 1, 2013 at 9:00 a.m. Eastern Time (7:00 a.m. Mountain Time) to discuss the second quarter 2013 results. Analysts, members of the media and other interested parties can access the call toll-free at 1-800-446-1671 from within North America and outside North America at 1-847-413-3362, using the access code of 35164024#. The call will be audio webcast live at http://phoenix.corporate-ir.net/phoenix.zhtml?c=61065&p=irol-eventDetails&EventId=4984253. A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the website within 24 hours. The replay will be available toll-free at 1-888-843-7419 within North America and outside North America at 1-630-652-3042 (access code 35164024#) until August 8, 2013.

The conference call will begin with presentations by the Company's President and Chief Executive Officer and the Chief Financial Officer, followed by a question and answer period for investment analysts. A question and answer period for members of the media will then immediately follow.

Enbridge Inc., a Canadian Company, is a North American leader in delivering energy and has been included on the Global 100 Most Sustainable Corporations. As a transporter of energy, Enbridge operates, in Canada and the U.S., the world's longest crude oil and liquids transportation system. The Company also has a significant and growing involvement in the natural gas gathering transmission and midstream businesses, and an increasing involvement in power transmission. As a distributor of energy, Enbridge owns and operates Canada's largest natural gas distribution company, and provides distribution services in Ontario, Quebec, New Brunswick and New York State. As a generator of energy, Enbridge has interests in over 1,600 megawatts of renewable and alternative energy generating capacity and is expanding its interests in wind, solar and geothermal energy. Enbridge employs more than 10,000 people, primarily in Canada and the U.S., and is ranked as one of Canada's Greenest Employers, and one of the Top 100 Companies to Work for in Canada. Enbridge's common shares trade on the Toronto and New York stock exchanges under the symbol ENB. For more information, visit www.enbridge.com. None of the information contained in, or connected to, Enbridge's website is incorporated in or otherwise part of this news release.

A registration statement relating to Midcoast Energy Partners, L.P. securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of Midcoast Energy Partners, L.P. in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Information

Forward-looking information, or forward-looking statements, have been included in this news release to provide the Company's shareholders and potential investors with information about the Company and its subsidiaries and affiliates, including management's assessment of Enbridge's and its 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", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" 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: expected earnings/(loss) or adjusted earnings/(loss); expected earnings/(loss) or adjusted earnings/(loss) per share; expected future cash flows; expected costs related to projects under construction; expected in-service dates for projects under construction; expected capital expenditures; estimated future dividends; and expected costs related to leak remediation and potential insurance recoveries.

Although Enbridge believes 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 expected supply and demand for crude oil, natural gas, natural gas liquids (NGL) and green energy; prices of crude oil, natural gas, NGL and green energy; expected exchange rates; inflation; interest rates; the availability and price of labour and pipeline construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for the Company's projects; anticipated in-service dates; and weather. Assumptions regarding the expected supply and demand of crude oil, natural gas, NGL and green energy, and the prices of these commodities, are material to and underlie all forward-looking statements. These factors are relevant to all forward-looking statements as they may impact current and future levels of demand for the Company's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Company operates, may impact levels of demand for the Company's services and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to expected earnings/(loss) or adjusted earnings/(loss) and associated per share amounts, or estimated future dividends. The most relevant assumptions associated with forward-looking statements on projects under construction, including estimated in-service date and expected capital expenditures include: the availability and price of labour and construction materials; the effects of inflation and foreign exchange rates on labour and material costs; the effects of interest rates on borrowing costs; and the impact of weather and customer and regulatory approvals on construction schedules.

Enbridge's forward-looking statements are subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, weather, economic and competitive conditions, tax rate increases, exchange rates, interest rates, commodity prices and supply and demand for commodities, including but not limited to those risks and uncertainties discussed in this news release and in the Company's other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.

NON-GAAP MEASURES

This news release contains references to adjusted earnings/(loss), which represent earnings or loss attributable to common shareholders adjusted for unusual, non-recurring or non-operating factors on both a consolidated and segmented basis. These factors, referred to as adjusting items, are reconciled and discussed in the financial results sections of the MD&A for the affected business segments. Adjusting items referred to as Changes in unrealized derivative fair value gains or loss are presented net of amounts realized on the settlement of derivative contracts during the applicable period. Management believes the presentation of adjusted earnings/(loss) provides useful information to investors and shareholders as it provides increased transparency and predictive value. Management uses adjusted earnings/(loss) to set targets, assess performance of the Company and set the Company's dividend payout target. Adjusted earnings/(loss) and adjusted earnings/(loss) for each of the segments are not measures that have a standardized meaning prescribed by U.S. GAAP and are not considered GAAP measures; therefore, these measures may not be comparable with similar measures presented by other issuers.

NON-GAAP RECONCILIATIONS

Three months ended Six months ended
June 30, June 30,
2013 2012 2013 2012
(millions of Canadian dollars)
Earnings attributable to common shareholders 42 8 292 269
Adjusting items:
Liquids Pipelines
Canadian Mainline - changes in unrealized derivative fair value loss1 186 34 258 7
Canadian Mainline - Line 9 tolling adjustment - - - (6 )
Regional Oil Sands System - leak remediation and long-term pipeline stabilization costs 40 - 40 -
Spearhead Pipeline - changes in unrealized derivative fair value gains1 - (1 ) - (1 )
Gas Distribution
EGD - warmer/(colder) than normal weather (2 ) - 4 24
EGD - tax rate changes - 9 - 9
Gas Pipelines, Processing and Energy Services
Aux Sable - changes in unrealized derivative fair value gains1 - (16 ) - (23 )
Energy Services - changes in unrealized derivative fair value (gains)/loss1 (143 ) 172 (113 ) 326
Other - changes in unrealized derivative fair value loss1 56 3 56 3
Sponsored Investments
EEP - leak insurance recoveries (6 ) - (6 ) -
EEP - leak remediation costs 6 2 30 2
EEP - changes in unrealized derivative fair value gains1 (4 ) (7 ) (3 ) (7 )
EEP - tax rate differences/changes 3 - 3 -
EEP - NGL trucking and marketing investigation costs - - - 1
Corporate
Noverco - changes in unrealized derivative fair value loss1 2 - 1 -
Noverco - equity earnings adjustment - - - 12
Other Corporate - changes in unrealized derivative fair value loss1 149 67 254 57
Other Corporate - foreign tax recovery - - (4 ) (29 )
Other Corporate - tax rate differences/changes (23 ) 3 (18 ) 3
Adjusted earnings 306 274 794 647
(1) Changes in unrealized derivative fair value gains or loss are presented net of amounts realized on the settlement of derivative contracts during the applicable period.

HIGHLIGHTS

Three months ended Six months ended
June 30, June 30,
2013 2012 2013 2012
(unaudited; millions of Canadian dollars, except per share amounts)
Earnings attributable to common shareholders1
Liquids Pipelines (67 ) 108 80 291
Gas Distribution 27 20 134 98
Gas Pipelines, Processing and Energy Services 160 (112 ) 189 (218 )
Sponsored Investments 72 65 114 131
Corporate (150 ) (73 ) (225 ) (33 )
42 8 292 269
Earnings per common share1 0.05 0.01 0.37 0.35
Diluted earnings per common share1 0.05 0.01 0.36 0.35
Adjusted earnings1,2
Liquids Pipelines 159 141 378 291
Gas Distribution 25 29 138 131
Gas Pipelines, Processing and Energy Services 73 47 132 88
Sponsored Investments 71 60 138 127
Corporate (22 ) (3 ) 8 10
306 274 794 647
Adjusted earnings per common share1 0.38 0.36 1.00 0.85
Cash flow data
Cash provided by operating activities 937 984 1,730 1,632
Cash used in investing activities (1,949 ) (1,475 ) (3,592 ) (2,403 )
Cash provided by financing activities 731 58 1,151 721
Dividends
Common share dividends declared 259 217 513 438
Dividends paid per common share 0.3150 0.2825 0.6300 0.5650
Shares outstanding (millions)
Weighted average common shares outstanding 806 770 797 763
Diluted weighted average common shares outstanding 817 783 809 775
Operating data
Liquids Pipelines - Average deliveries (thousands of barrels per day)
Canadian Mainline3 1,604 1,659 1,693 1,673
Regional Oil Sands System4 402 298 440 315
Spearhead Pipeline 184 175 175 160
Gas Distribution - Enbridge Gas Distribution (EGD)
Volumes (billions of cubic feet) 74 66 255 227
Number of active customers (thousands)5 2,035 2,001 2,035 2,001
Heating degree days6
Actual 491 416 2,289 1,906
Forecast based on normal weather 495 478 2,366 2,248
Gas Pipelines, Processing and Energy Services - Average throughput volume (millions of cubic feet per day)
Alliance Pipeline US 1,554 1,536 1,593 1,582
Vector Pipeline 1,408 1,423 1,563 1,588
Enbridge Offshore Pipelines 1,351 1,602 1,401 1,552
(1) Earnings attributable to common shareholders and Adjusted earnings, along with corresponding per common share amounts, for the three and six months ended June 30, 2012 have been revised. See Note 2 to the June 30, 2013 Consolidated Financial Statements.
(2) Adjusted earnings represent earnings attributable to common shareholders adjusted for non-recurring or non-operating factors. Adjusted earnings and adjusted earnings per common share are non-GAAP measures that do not have any standardized meaning prescribed by GAAP.
(3) Canadian Mainline includes deliveries ex-Gretna, Manitoba which is made up of United States and eastern Canada deliveries entering the mainline in western Canada.
(4) Volumes are for the Athabasca mainline and Waupisoo Pipeline and exclude laterals on the Regional Oil Sands System.
(5) Number of active customers is the number of natural gas consuming EGD customers at the end of the period.
(6) Heating degree days is a measure of coldness that is indicative of volumetric requirements for natural gas utilized for heating purposes in EGD's franchise area. It is calculated by accumulating, for the fiscal period, the total number of degrees each day by which the daily mean temperature falls below 18 degrees Celsius. The figures given are those accumulated in the Greater Toronto Area.
Contact:
Enbridge Inc.
Media
Graham White
(403) 508-6563 or Toll Free: 1-888-992-0997
graham.white@enbridge.com
Enbridge Inc.
Investment Community
Jody Balko
(403) 231-5720
jody.balko@enbridge.com

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