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ENBRIDGE INC. MANAGEMENT’S DISCUSSION AND ANALYSIS December 31, 2012 MANAGEMENT’S DISCUSSION AND ANALYSIS This Management’s Discussion and Analysis (MD&A) dated February 14, 2013 should be read in conjunction with the audited consolidated financial statements and notes thereto of Enbridge Inc. (Enbridge or the Company) for the year ended December 31, 2012, prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Where applicable, comparative figures presented within this MD&A have been restated to correspond to the Company’s consolidated financial statements prepared in accordance with U.S. GAAP for the years ended December 31, 2011 and 2010. All financial measures presented in this MD&A are expressed in Canadian dollars, unless otherwise indicated. Additional information related to the Company, including its Annual Information Form, is available on SEDAR at www.sedar.com. OVERVIEW Enbridge is a North American leader in delivering energy. As a transporter of energy, Enbridge operates, in Canada and the United States, the world's longest crude oil and liquids transportation system. The Company also has significant and growing involvement in 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 close to 1,300 megawatts (MW) of renewable and alternative energy generating capacity and is expanding its interests in wind, solar and geothermal. Enbridge has approximately 10,000 employees and contractors, primarily in Canada and the United States. The Company’s activities are carried out through five business segments: Liquids Pipelines; Gas Distribution; Gas Pipelines, Processing and Energy Services; Sponsored Investments; and Corporate, as discussed below. LIQUIDS PIPELINES Liquids Pipelines consists of common carrier and contract crude oil, natural gas liquids (NGL) and refined products pipelines and terminals in Canada and the United States, including Canadian Mainline, Regional Oil Sands System, Southern Lights Pipeline, Seaway Pipeline, Spearhead Pipeline and Feeder Pipelines and Other. GAS DISTRIBUTION Gas Distribution consists of the Company’s natural gas utility operations, the core of which is Enbridge Gas Distribution Inc. (EGD), which serves residential, commercial and industrial customers, primarily in central and eastern Ontario as well as northern New York State. This business segment also includes natural gas distribution activities in Quebec and New Brunswick. GAS PIPELINES, PROCESSING AND ENERGY SERVICES Gas Pipelines, Processing and Energy Services consists of investments in natural gas pipelines and processing and gathering facilities and the Company’s energy services businesses, along with renewable energy projects. Investments in natural gas pipelines include the Company’s interests in the United States portion of the Alliance System (Alliance Pipeline US), the Vector Pipeline (Vector) and transmission and gathering pipelines in the Gulf of Mexico. Investments in natural gas processing include the Company’s interest in Aux Sable, a natural gas fractionation and extraction business located at the terminus of the Alliance System (Alliance). The energy services businesses undertake physical commodity marketing activity and manage the Company’s volume commitments on the Alliance, Vector and other pipeline systems. SPONSORED INVESTMENTS Sponsored Investments includes the Company’s 21.8% ownership interest in Enbridge Energy Partners, L.P. (EEP), Enbridge’s 66.7% investment in the United States segment of the Alberta Clipper Project 1 through EEP and Enbridge Energy, Limited Partnership (EELP) and an overall 67.7% economic interest in Enbridge Income Fund (the Fund), held both directly and indirectly through Enbridge Income Fund Holdings Inc. (ENF). Enbridge manages the day-to-day operations of, and develops and assesses opportunities for each of these investments, including both organic growth and acquisition opportunities. EEP transports crude oil and other liquid hydrocarbons through common carrier and feeder pipelines and transports, gathers, processes and markets natural gas and NGL. The primary operations of the Fund include renewable power generation projects, crude oil and liquids pipeline and storage businesses in Western Canada and a 50% interest in the Canadian portion of the Alliance System (Alliance Pipeline Canada). CORPORATE Corporate consists of the Company’s investment in Noverco Inc. (Noverco), new business development activities, general corporate investments and financing costs not allocated to the business segments. PERFORMANCE OVERVIEW Three Months Ended Year Ended December 31, December 31, 2012 2011 2012 2011 2010 (millions of Canadian dollars, except per share amounts) Earnings attributable to common shareholders Liquids Pipelines 136 203 726 505 531 Gas Distribution 127 (226) 207 (88) 150 Gas Pipelines, Processing and Energy Services (52) 156 (478) 305 125 Sponsored Investments 71 89 282 269 98 Corporate (136) (63) (127) (171) 40 146 159 610 820 944 1 Earnings per common share 0.19 0.21 0.79 1.09 1.27 1 Diluted earnings per common share 0.18 0.21 0.78 1. 08 1.26 2 Adjusted earnings Liquids Pipelines 183 126 684 536 511 Gas Distribution 63 48 176 173 162 Gas Pipelines, Processing and Energy Services 37 41 154 163 123 Sponsored Investments 67 74 263 244 206 Corporate (23) (16) (28) (16) (25) 327 273 1,249 1,100 977 Adjus ted earnings per common share1,2 0.42 0.36 1.62 1.46 1.32 Cash flow data Cash provided by operating activities 502 823 2,874 3,371 1,877 Cash used in investing activities (2,182) (2,676) (6,204) (5,079) (3,902) Cash provided by financing activities 1,725 1,435 4,395 2,030 1,957 Dividends Common share dividends declared 227 190 895 759 648 1 Dividends paid per common share 0.2825 0.2450 1.13 0.98 0.85 Revenues Commodity sales 5,111 5,195 19,101 20,611 15,863 Gas distribution sales 585 568 1,910 1,906 1,814 Transportation and other services 1,477 1,546 4,295 4,536 3,843 7,173 7,309 25,306 27,053 21,520 Total assets 47,172 41,949 47,172 41,949 36,423 Total long-term liabilities 25,345 24,074 25,345 24,074 22,171 2 1 Comparative amounts were restated to reflect two-for-one stock split which was effective May 25, 2011. 2 Adjusted earnings and adjusted earnings per common share are non-GAAP measures that do not have any standardized meaning prescribed by generally accepted accounting principles. For more information on non-GAAP measures see page 6. EARNINGS ATTRIBUTABLE TO COMMON SHAREHOLDERS Earnings attributable to common shareholders were $610 million ($0.79 per common share) for the year ended December 31, 2012 compared with $820 million ($1.09 per common share) for the year ended December 31, 2011 and $944 million ($1.27 per common share) for the year ended December 31, 2010. The Company has delivered significant earnings growth from operations over the course of the last three years, as discussed below in Performance Overview – Adjusted Earnings; however, the positive impact of this growth was reduced by a number of unusual, non-recurring or non-operating factors, the most significant of which are changes in unrealized derivative fair value and foreign exchange gains or losses. The Company has a comprehensive long-term economic hedging program to mitigate exposures to interest rate, foreign exchange and commodity price exposures. The changes in unrealized mark-to- market accounting impacts from this program create volatility in short-term earnings but the Company believes over the long-term it supports reliable cash flows and dividend growth. Earnings for 2012 and 2011 were also negatively impacted by the transfer of assets between entities under common control of Enbridge. Intercompany gains realized as a result of these asset transfers for both years have been eliminated for accounting purposes; however, income taxes of $56 million and $98 million for the years ended December 31, 2012 and 2011, respectively, incurred on the related capital gains remain as charges to consolidated earnings. Other significant items impacting the comparability of earnings year-over-year were costs and related insurance recoveries associated with the Lines 6A, 6B and Line 14 crude oil releases. Earnings for the years ended December 31, 2012, 2011 and 2010 included the Company’s after-tax share of EEP’s costs, before insurance recoveries and excluding fines and penalties, of $9 million, $33 million and $103 million, respectively, related to these incidents. Insurance recoveries recorded for the years ended December 31, 2012 and 2011 were $24 million and $50 million after-tax attributable to Enbridge, respectively, related to the Line 6B crude oil release. See Sponsored Investments – Enbridge Energy Partners L.P. – Lakehead System Lines 6A and 6B Crude Oil Releases. Fourth quarter earnings drivers were largely consistent with year-to-date trends and continued to include changes in unrealized fair value derivative and foreign exchange gains and losses. Aside from operating factors discussed in Performance Overview – Adjusted Earnings, factors unique to the fourth quarter of 2012 included a $105 million asset impairment to Stingray and Garden Banks assets within Enbridge Offshore Pipelines (Offshore), $56 million of income taxes on the intercompany gain on sale to the Fund not eliminated for accounting purposes and a $63 million gain on recognition of a regulatory asset related to other postretirement benefits (OPEB) within EGD. Earnings for the comparable fourth quarter of 2011 reflected the discontinuance of rate-regulated accounting at Enbridge Gas New Brunswick Inc. (EGNB), which resulted in a write-off of a deferred regulatory asset and certain capitalized operating costs, totaling $262 million, net of tax. See Gas Distribution – Other Gas Distribution and Storage – Enbridge Gas New Brunswick Inc.
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