ENBRIDGE INC. FINANCIAL REPORT 2012 Solar Energy, Geothermal and Hybrid Fuel Cells

ENBRIDGE INC. FINANCIAL REPORT 2012 Our investors EnbridgeInc.,aCanadiancompany, isaNorthAmericanleaderindelivering energy and one of the Global 100 Most havecometo Sustainable Corporations in the World. As a transporter of energy, Enbridge operates, in Canada and the U.S., the world’s longest crude oil and liquids expect superior transportation system. The Company also has a significant and growing involvement innaturalgasgathering,transmissionand midstream businesses, and an increasing returns, and involvement in power transmission. As a distributor of energy, Enbridge owns and operates Canada’s largest natural gas distribution company, and provides that’s what distribution services in Ontario, Quebec, NewBrunswickandNewYorkState.Asa generator of energy, Enbridge has interests we’re delivering. incloseto1,300megawattsofrenewable and alternative energy generating capacity andisexpandingitsinterestsinwindand ENBRIDGE INC. FINANCIAL REPORT 2012 solar energy, geothermal and hybrid fuel cells. Enbridge employs approximately 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 enbridge.com WorldReginfo - 5d8aab49-6d2f-4c29-a37e-72ba00556935 INVESTOR INFORMATION COMMON AND PREFERENCE SHARES DIVIDEND REINVESTMENT AND The Common Shares of Enbridge Inc. trade in Canada SHARE PURCHASE PLAN on the Toronto Stock Exchange and in the United States Enbridge Inc. offers a Dividend Reinvestment and Share on the New York Stock Exchange under the trading symbol Purchase Plan that enables shareholders to reinvest their ‘‘ENB’’. The Preference Shares of Enbridge Inc. trade in cash dividends in Common Shares and to make additional Canada on the Toronto Stock Exchange under the following cash payments for purchases at the market price. Effective trading symbols: with dividends payable on March 1, 2008, participants in Series A – ENB.PR.A Series J – ENB.PR.U the Plan will receive a two per cent discount on the purchase Series B – ENB.PR.B Series L – ENB.PF.U of common shares with reinvested dividends. Details may Series D – ENB.PR.D Series N – ENB.PR.N be obtained from the Investor Information section of the Series F – ENB.PR.F Series P – ENB.PR.P Enbridge website at or by contacting CIBC Mellon Trust Series H – ENB.PR.H Series R – ENB.PR.T Company at any of the locations listed above. REGISTRAR AND TRANSFER AGENT NEW YORK STOCK EXCHANGE IN CANADA DISCLOSURE DIFFERENCES For information relating to shareholdings, shareholder As a foreign private issuer, Enbridge Inc. is required investment plan, dividends, direct dividend deposit, dividend to disclose any significant ways in which its corporate re-investment accounts and lost certificates please contact: governance practices differ from those followed by United States companies under NYSE listing standards. CIBC Mellon Trust Company 1 This disclosure can be obtained from the U.S. Compliance P.O. Box 700 subsection of the Corporate Governance section of the Station B Montreal, Québec H3B 3K3 Enbridge website at enbridge.com. Toll free: 800.387.0825 Internet: www.canstockta.com/investorinquiry FORM 40-F The Company files annually with the United States Securities CIBC Mellon Trust Company also has offices in Halifax, and Exchange Commission a report known as the Annual Montreal, Calgary and Vancouver. Report on Form 40-F. Copies of the Form 40-F are available, 1 Canadian Stock Transfer Company Inc. acts as the Administrative Agent for CIBC Mellon Trust Company free of charge, upon written request to the Corporate Secretary of the Company. In addition a link to it is available CO-REGISTRAR AND CO-TRANSFER on the ‘‘Reports and Filings’’ subsection of the ‘‘Financial AGENT IN THE UNITED STATES Reports’’ section of our website. Computershare 480 Washington Blvd. CORPORATE SOCIAL Jersey City, New Jersey RESPONSIBILITY REPORT Forward-Looking Information: This Financial Report U.S.A. 07310 Enbridge publishes an annual Corporate Social Responsibility includes references to forward-looking information. report. The report is available on the Company’s website at AUDITORS By its nature this information applies certain csr.enbridge.com. assumptions and expectations about future PricewaterhouseCoopers LLP outcomes, so we remind you it is subject to risks and uncertainties that affect every business, REGISTERED OFFICE including ours. The more significant factors and Enbridge is committed to reducing its impact on the Enbridge Inc. risks that might affect future outcomes for environment in every way, including the production of this publication. This report was printed entirely on FSC® Certified 3000, 425 –1st Street S.W. Enbridge are listed and discussed in the “Forward- paper containing 100% post-consumer recycled fibre and is Calgary, Alberta, Canada T2P 3L8 Looking Information” section on page 8 of this manufactured using biogas and wind energy. Telephone: 403.231.3900 Financial Report and also in the risk sections of our Facsimile: 403.231.3920 public disclosure filings, including Management’s Internet: enbridge.com Discussion and Analysis, available on both the SEDAR and EDGAR systems at www.sedar.com and www.sec.gov/edgar.shtml. Designed and produced by Karo Group. Printed in British Columbia, Canada by Blanchette Press. Investor Information > 159 WorldReginfo - 5d8aab49-6d2f-4c29-a37e-72ba00556935 2012 FINANCIAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS 2 Overview 50 Gas Pipelines, Processing and Energy Services 4 Performance Overview 59 Sponsored Investments 9 Corporate Vision, Strategy and Values 70 Corporate 13 Industry Fundamentals 72 Liquidity and Capital Resources 16 Growth Projects – Commercially Secured Projects 77 Commitments and Contingencies 18 Liquids Pipelines 79 Quarterly Financial Information 23 Gas Distribution 80 Related Party Transactions 24 Gas Pipelines, Processing and Energy Services 80 Risk Management and Financial Instruments 27 Sponsored Investments 87 Critical Accounting Estimates 32 Corporate 89 Changes in Accounting Policies 32 Growth Projects – Other Projects Under Development 91 Controls and Procedures 35 Liquids Pipelines 92 Non-GAAP Reconciliations 45 Gas Distribution CONSOLIDATED FINANCIAL STATEMENTS 93 Management’s Report 98 Consolidated Statements of Changes in Equity 94 Independent Auditor’s Report 99 Consolidated Statements of Cash Flows 96 Consolidated Statements of Earnings 100 Consolidated Statements of Financial Position 97 Consolidated Statements of Comprehensive Income NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 101 1. General Business Description 124 16. Debt 102 2. Summary of Significant Accounting Policies 125 17. Other Long-Term Liabilities 110 3. Changes in Accounting Policies 126 18. Noncontrolling Interests 111 4. Segmented Information 127 19. Share Capital 113 5. Financial Statement Effects of Rate Regulation 129 20. Stock Option and Stock Unit Plans 115 6. Acquisitions 132 21. Components of Accumulated Other Comprehensive Loss 117 7. Accounts Receivable and Other 133 22. Derivative Financial Instruments and Hedging Activities 117 8. Inventory 143 23. Income Taxes 118 9. Property, Plant and Equipment 146 24. Retirement and Postretirement Benefits 119 10. Variable Interest Entity 151 25. Other Income 120 11. Long-Term Investments 151 26. Changes in Operating Assets and Liabilities 122 12. Deferred Amounts and Other Assets 151 27. Related Party Transactions 122 13. Intangible Assets 152 28. Commitments and Contingencies 123 14. Goodwill 155 29. Guarantees 123 15. Accounts Payable and Other 156 Five-Year Consolidated Highlights 159 Investor Information 158 Glossary > 1 WorldReginfo - 5d8aab49-6d2f-4c29-a37e-72ba00556935 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. TOTAL ASSETS Overview (millions of Canadian dollars) Enbridge is a North American leader in delivering energy. As a transporter 1 of energy, Enbridge operates, in Canada and the United States, the world’s longest crude oil and liquids transportation system. The Company also has 47,172 1 significant and growing involvement in natural gas gathering, transmission 1 41,494 and midstream businesses and an increasing involvement in power 36,552 transmission. As a distributor of energy, Enbridge owns and operates Canada’s largest natural gas distribution company and provides distribution 2 services in Ontario, Quebec, New Brunswick and New York State. As a generator of energy, Enbridge has interests in close to 1,300 megawatts 2 24,701 (MW) of renewable and alternative energy generating capacity and is 19,907 expanding its interests in wind, solar and geothermal.

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