UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Dated  November 5, 2014

Commission file number 001-15254

ENBRIDGE INC.

(Exact name of Registrant as specified in its charter)

3000, 425 – 1st Street S.W.

Calgary, Alberta, Canada  T2P 3L8

(Address of principal executive offices and postal code)

(403) 231-3900

(Registrants telephone number, including area code)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(7):

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b):

N/A

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-145236, 333-127265, 333-13456, 333-97305 AND 333-6436), FORM F-3 (FILE NO. 333-185591 AND 33-77022) AND FORM F-10 (FILE NO. 333-198566) OF ENBRIDGE INC. AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

The following documents are being submitted herewith:

The following documents are being submitted herewith:

·                  Press Release dated November 5, 2014.

·                  Interim Report to Shareholders for the nine months ended September 30, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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NEWS RELEASE

Enbridge reports third quarter adjusted earnings of $345 million or $0.41 per common share

HIGHLIGHTS

(all financial figures are unaudited and in Canadian dollars unless otherwise noted)

·                  Third quarter loss was $80 million and nine months earnings were $1,066 million, both including the impact of net unrealized non-cash mark-to-market gains and losses

·                  Third quarter and nine months adjusted earnings were $345 million and $1,165 million, respectively, or $0.41 and $1.41 per common share, respectively

·                  John Whelen became Chief Financial Officer of Enbridge Inc. on October 15, 2014

·                  Enbridge Inc. continued the execution of its sponsored vehicle strategy, with an agreement to transfer a package of assets and interests to Enbridge Income Fund for proceeds of $1.8 billion and also announced a proposed drop down of assets to Enbridge Energy Partners, L.P. for consideration of US$900 million

·                  Enbridge Inc. raised approximately $1.1 billion through a combination of public debt and preference share issuances and a further $2 billion of private note placements in support of its long-term financing plan during the third quarter of 2014

·                  Enbridge Inc. acquiring additional interests for $225 million in the Lac Alfred and Massif du Sud wind projects

·                  Enbridge Inc. released its 2014 Operational Reliability Report

·                  Enbridge Inc. named to 2014 Dow Jones Sustainability North American and World indices

CALGARY, ALBERTA — November 5, 2014 — Enbridge Inc. (Enbridge or the Company) (TSX:ENB) (NYSE:ENB) — “Enbridge adjusted earnings continued to accelerate in the third quarter as we progressed the execution of our record growth capital program, and we are on track to achieve full year adjusted earnings per share within our guidance range of $1.84 to $2.04 per share,” said Al Monaco, President and Chief Executive Officer. “We also rolled out our five-year strategic plan that now takes us through 2018 and includes our record $44 billion growth capital program, of which $33 billion is commercially secured and in execution. Projects secured over the past two years give us confidence in extending our anticipated average annual adjusted earnings per share growth rate of 10-12% to 2018 and provide visibility for continued growth beyond 2018.”

Forward-Looking Information and Non-GAAP Measures

This news release contains forward-looking information and references to non-GAAP measures. Significant related assumptions and risk factors, as well as reconciliations are described under the Forward-Looking Information and Non-GAAP Measures sections of this news release, respectively.

In addition to the execution of the growth capital program, financing that growth is a key focus for Enbridge. In the third quarter, the Company issued $625 million in preference shares, bringing the total to $1.4 billion raised from the issuance of preference shares in 2014, and $2.4 billion of term debt financing for a total of $5.9 billion in 2014. The Company has also been active in utilizing its sponsored vehicles to support the funding program. In September, the Company announced a $1.8 billion transaction with Enbridge Income Fund (the Fund) to transfer a package of natural gas assets and diluent pipeline interests, which will provide a highly predictable cash flow stream to the Fund. This represents the largest transaction the Fund has undertaken since its inception in 2003. Enbridge also proposed to sell its 66.7% interest in the United States segment of the Alberta Clipper Pipeline to Enbridge Energy Partners, L.P. (EEP) for approximately US$900 million. EEP already owns the remaining 33.3% interest in the Alberta Clipper Pipeline. The proposed transfer and terms remain subject to review by an independent committee of EEP.

“These transactions with our sponsored vehicles create value for Enbridge as sources of low-cost funding for our growth program and by maximizing the value of strong cash generating assets,” said Mr. Monaco. “Our sponsored vehicles are an important part of our overall financial strategy and we believe they will continue adding long-term value for our shareholders. The Fund has proven that it can raise capital on terms that are favourable to both Enbridge and the Fund. In the case of EEP, we expect this transaction to enhance its cash flow and help restore its effectiveness as a source of low-cost funding for Enbridge.”

Enbridge advanced several projects in the third quarter as part of its objective of improving market access for western Canadian and Bakken crude. The Flanagan South Pipeline (Flanagan South), a key component of the $5.4 billion Western Gulf Coast Market Access program, is now mechanically complete and line fill arrangements have begun and will continue throughout November 2014. Flanagan South, along with the Seaway Crude Pipeline System twinning which was mechanically completed in July 2014, opens 585,000 barrels per day (bpd) of incremental capacity for Canadian and Bakken crude from Flanagan, Illinois to the key refining region at the United States Gulf Coast. The Company also advanced a key phase of its $3.2 billion Eastern Access program, with the completion of the Line 6B replacement and expansion project in September 2014. The project included replacing approximately 338 kilometres (210 miles) of existing pipeline in Indiana and Michigan and increased capacity in this section of the system to 500,000 bpd.

Timing for the in-service date for Enbridge’s reversal and expansion of Line 9B has been delayed. The National Energy Board (NEB) had approved the project subject to conditions in March; however, the NEB has requested additional information from Enbridge relating to one of the conditions. That information has been provided. At this time, the Company is unable to estimate the length of the delay.

“Our objective with the Line 9B project has always been to meet, if not exceed, regulatory requirements and to assure our stakeholders of our commitment to operate our pipeline safely and protect the environment,” said Mr. Monaco. “We have responded to the Board’s request for clarification of our approach and additional information. We continue to work with the Board to understand and respond to its questions and to meet its requirements.”

In July, the Ontario Energy Board (OEB) approved Enbridge Gas Distribution Inc.’s (EGD) five-year customized Incentive Rate (IR) application, with modifications. The customized IR application establishes the methodology for determining rates for the distribution of natural gas over a five-year period from 2014 through 2018 and will allow EGD to recover its expected capital investment amounts, as well as an opportunity to earn above the allowed return on equity.

“On the whole, we believe the Ontario Energy Board’s decision is fair and balanced,” said Mr. Monaco. “The incentive plan provides opportunities to earn over and above an allowed rate of return through efficiencies and cost savings, which are also beneficial to rate payers over the long-term. The plan also allows for the necessary capital investment critical to the safety and reliability that our customers depend on”.

In October, the Company released its 2014 Operational Reliability Report, which outlines progress on the performance of the Company as it strives for 100% safety and zero incidents. “Safety and operational reliability remains Enbridge’s number one priority,” said Mr. Monaco. “Our Operational Reliability Report provides our stakeholders and the public with an open and transparent view of our Company’s performance. We’ve made excellent progress on our operational risk management programs and the report highlights our progress towards our goal of industry leadership.”

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In September, Enbridge earned a place on both the 2014 Dow Jones Sustainability North American Index and the Dow Jones Sustainability World Index. Enbridge is one of only three energy industry companies on the World Index which overall includes just 11 companies from Canada out of 319 listed.

“We’re very proud of this recognition as it confirms that Enbridge is on the right path in terms of corporate responsibility performance and reporting,” said Mr. Monaco. “Our stakeholders look to us to deliver top notch financial, social and environmental performance. Being included on the Dow Jones indices is a significant accomplishment and acknowledgement that our business model and approach to managing the opportunities and risks that support the long-term sustainability of our Company are working.”

Results of Operations

Enbridge 2014 third quarter adjusted earnings increased to $0.41 per share from $0.34 in the third quarter of 2013. Adjusted earnings for the nine months ended September 30, 2014 increased from $1.33 per share in the comparative 2013 period to $1.41 per share. The Company remains on track to deliver its 2014 full year adjusted earnings per share within its guidance range of $1.84 to $2.04 per share.

Third quarter adjusted earnings growth is predominately attributable to strong operating performance and the continued successful execution of the Company’s growth capital program as demonstrated by new assets placed into service. This trend was particularly evident in Liquids Pipelines and Sponsored Investments. In Liquids Pipelines, Canadian Mainline continued its strong 2014 performance bolstered by higher throughput from growing crude oil supply in western Canada and higher downstream refinery demand, as well as successful efforts by the Company to optimize capacity and throughput and to enhance scheduling efficiency with shippers. Within Regional Oil Sands System, the Norealis Pipeline, which was placed into service in April 2014, and higher throughput on the Athabasca Mainline continued to be two key contributors of growth.

EEP provided strong adjusted earnings growth in the third quarter of 2014. New assets placed into service, primarily the Line 6B replacement and expansion, along with higher throughput on EEP’s Lakehead and North Dakota systems were the primary growth drivers. Enbridge also benefitted from the completion of the Line 6B replacement and expansion through its 75% interest in the United States portion of the Eastern Access expansion projects held through Enbridge Energy, Limited Partnership (EELP).

The Company’s other sponsored vehicle, the Fund, also contributed to adjusted earnings growth over the first nine months of 2014. However, the 2014 third quarter earnings decreased compared with the corresponding 2013 period due to higher income taxes.

EGD’s five-year customized IR application was approved by the OEB in July 2014. EGD operated the first half of 2014 under OEB approved interim distribution rates. On August 22, 2014, an OEB rate order (the Rate Order) under the IR mechanism approved the final rates with an effective date of January 1, 2014. EGD earnings increased slightly as the Rate Order resulted in a lower depreciation expense under a new approach for determining depreciation and future removal and site restoration reserves. However, this positive effect was partially offset by reduced final rates requiring a refund of a portion of the previously collected interim rates to customers.

Energy Services third quarter adjusted earnings were unfavourable compared with the corresponding 2013 quarter. The unfavourable trends experienced in the first half of the year, including narrowing location spreads and less favourable conditions in certain markets accessed by committed transportation capacity, combined with associated unrecovered demand charges, continued to drive lower adjusted earnings. These unfavourable trends are expected to persist into the fourth quarter of 2014.

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The adjusted earnings discussed above exclude the impact of unusual, non-recurring or non-operating factors, the most significant of which are changes in unrealized derivative fair value gains and losses from the Company’s long-term hedging program and gains on the disposal of non-core assets and investments, as well as certain costs and related insurance recoveries arising from crude oil releases. See Non-GAAP Measures.

THIRD QUARTER 2014 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.

·                  Loss attributable to common shareholders for the third quarter of 2014 was $80 million compared with earnings of $421 million in the third quarter of 2013. The decrease in earnings was primarily attributable to a number of unusual, non-recurring or non-operating factors, the most significant of which is changes in unrealized derivative fair value gains and losses. The Company has a comprehensive long-term economic hedging program to mitigate 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. The comparability of the Company’s quarter-over-quarter earnings was also impacted by certain out-of-period adjustments recognized in the third quarter of 2013, including a non-cash adjustment of $37 million after-tax to defer revenues associated with make-up rights earned under certain long-term take-or-pay contracts within Regional Oil Sands System. Also in Regional Oil Sands System, there was an out-of-period adjustment of $31 million after-tax related to the recovery of income taxes under a long-term contract, partially offset by a related correction to deferred income tax expense. In addition, in the third quarter of 2013, in the Gas Distribution segment an out-of-year adjustment of $56 million after-tax was recognized reflecting an increase to gas transportation costs which had incorrectly been deferred. Finally, the Company’s earnings for the three months ended September 30, 2014 reflected an accrual of US$51 million ($12 million after-tax attributable to Enbridge) recognized by EEP in respect of the 2010 Line 6B crude oil release.

·                  Enbridge’s adjusted earnings increased from $278 million in the third quarter of 2013 to $345 million in the third quarter of 2014. Liquids Pipelines adjusted earnings reflected higher contributions from Canadian Mainline and Regional Oil Sands System. Canadian Mainline adjusted earnings reflected higher throughput, partially offset by lower average quarter-over-quarter Canadian Mainline International Joint Tariff Residual Benchmark Toll and the continued absence of revenues from Line 9B. Within Regional Oil Sands System, higher adjusted earnings were primarily attributable to contributions from the Norealis Pipeline and higher throughput on the Athabasca mainline. In July 2014, the OEB approved EGD’s customized IR application, with modifications. EGD adjusted earnings increased and reflected the August 22, 2014 OEB Rate Order under the IR mechanism which approved the final rates with an effective date of January 1, 2014. EGD operated the first half of 2014 under OEB approved interim distribution rates. The Rate Order resulted in a lower depreciation expense under a new approach for determining depreciation and future removal and site restoration reserves. This positive effect was partially offset by reduced final rates requiring a refund of a portion of the previously collected interim rates to customers. Also impacting the comparability of quarter-over-quarter EGD adjusted earnings was a gas transportation adjustment related to the first half of 2013 recognized in the third quarter of 2013. Energy Services adjusted earnings declined in the third quarter of 2014 compared with a very strong comparative 2013 period due to narrowing location spreads and less favourable conditions in certain markets accessed by committed transportation capacity, combined with associated unrecovered demand charges. This trend in Energy Services which also negatively impacted the first half of 2014 is expected to continue into the fourth quarter of 2014. EEP had a strong third quarter of 2014 owing to new assets placed into service, in particular the Line 6B replacement and expansion completed in phases during 2014. Line 6B is a key component of the Company’s Eastern Access initiative. Higher throughput and tolls on the majority of EEP’s major liquids pipelines also contributed to higher adjusted earnings. Enbridge also benefitted from the completion of Line 6B through its 75% interest in the United States portion of the Eastern Access expansion projects held through EELP. The Fund had lower adjusted earnings in the third quarter of 2014 principally driven by higher income taxes.

·                  Effective October 15, 2014, the Company appointed John Whelen Executive Vice President and Chief Financial Officer. J. Richard Bird will remain Executive Vice President, Corporate Development until his retirement on December 31, 2014. Also, effective October 15, 2014, J. Herb England was appointed as the Chair of the Audit, Finance, and Risk Committee (AFRC) of the Board of Directors. David Leslie, the outgoing Chair of the AFRC will retire from the Board of Directors effective November 6, 2014.

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·                  On September 23, 2014, the Company entered into an agreement to purchase additional interests in the 300-Megawatt (MW) Lac Alfred Wind Project (Lac Alfred) and the 150-MW Massif du Sud Wind Project (Massif du Sud) from existing partner, EDF EN Canada Inc. Under the agreement, Enbridge will invest approximately $225 million to acquire an additional 17.5% interest in Lac Alfred and an additional 30% interest in Massif du Sud. The Lac Alfred transaction closed in October 2014 and Enbridge now holds a 67.5% interest in Lac Alfred. The Massif du Sud transaction is expected to close in the fourth quarter of 2014 and Enbridge will hold an 80% interest in Massif du Sud upon closing of the transaction.

·                  On September 22, 2014, Enbridge and the Fund announced that they had entered into an agreement pursuant to which the Fund would acquire Enbridge’s 50% interest in the United States segment of the Alliance Pipeline and would also subscribe for and purchase Class A units of Enbridge’s subsidiaries that indirectly own the Canadian and United States segments of the Southern Lights Pipeline. The Class A units, which are non-voting and do not confer any governance or ownership rights in Southern Lights Pipeline, will provide a defined cash flow stream to the Fund. Total consideration for the proposed transaction is approximately $1.8 billion. Enbridge will receive on closing approximately $421 million in cash and $461 million in the form of preferred units of Enbridge Commercial Trust, a subsidiary of the Fund. Under the agreement, Enbridge has agreed to provide bridge debt financing to the Fund in the form of an $878 million long-term note payable by the Fund and bearing interest of 5.5% per annum. The note payable is expected to be repaid by the Fund on an expedited basis through the issuance of public debt by the Fund. The Fund will also issue $421 million of trust units to Enbridge Income Fund Holdings Inc. (ENF) to fund the cash component of the consideration. Enbridge will apply approximately $84 million of cash to acquire additional common share of ENF, thereby maintaining its 19.9% interest in ENF. The transaction is subject to customary regulatory approvals, including pursuant to competition legislation in Canada and the United States. If approved, the transaction is expected to provide Enbridge approximately $1.2 billion of net funding for its large growth capital investment program. The transaction is expected to close in the fourth quarter of 2014.

·                  On September 17, 2014, Enbridge and EEP announced Enbridge’s proposal to transfer its current 66.7% interest in the United States segment of the Alberta Clipper pipeline, currently held through a wholly-owned Enbridge subsidiary in the United States, to EEP for approximately US$900 million. EEP currently owns the other 33.3% interest in Alberta Clipper. The proposed consideration includes cash of approximately US$300 million, plus approximately US$600 million in Class E equity units to be issued to Enbridge by EEP. The proposed transfer and terms are subject to review and recommendation by an independent committee of EEP. The transfer is targeted to close by the end of 2014. The Class E units to be issued to Enbridge would be entitled to the same distributions as the Class A units held by the public and would be convertible into Class A units on a one-for-one basis at Enbridge’s option. The Class E units would be redeemable at EEP’s option after 30 years, if not converted by Enbridge. The units would have a liquidation preference equal to their fair value on closing. Enbridge’s economic interest in EEP would increase from approximately 34% to approximately 36% as a result of the transfer.

·                  Since June 30, 2014, the Company completed the following financing transactions:

·                  On September 30, 2014, Midcoast Energy Partners, L.P., completed a private placement of senior notes for gross proceeds of US$400 million.

·                  On September 23, 2014, Enbridge completed an offering of 11 million Cumulative Redeemable Preference Shares, Series 15 for gross proceeds of $275 million.

·                  On August 22, 2014, Enbridge issued medium term notes of $215 million with a ten-year maturity and $215 million with a 30-year maturity through its subsidiary EGD.

·                  On August 18, 2014, Enbridge completed private placements of senior notes for gross proceeds of $352 million and US$1,061 million to repay construction credit facilities on a dollar-for-dollar basis related to Southern Lights project financing.

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·                  On July 17, 2014, Enbridge completed an offering of 14 million Cumulative Redeemable Preference Shares, Series 13 for gross proceeds of $350 million.

DIVIDEND DECLARATION

On October 22, 2014, the Enbridge Board of Directors declared the following quarterly dividends. All dividends are payable on December 1, 2014 to shareholders of record on November 14, 2014.

1                  This first dividend declared for the Preference Shares, Series 13 includes accrued dividends from July 17, 2014, the date the shares were issued. The regular quarterly dividend of $0.275 per share will take effect on March 1, 2015.

2                 The first dividend declared for the Preference Shares, Series 15 includes accrued dividends from September 23, 2014, the date the shares were issued. The regular quarterly dividend of $0.275 per share will take effect on March 1, 2015.

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CONFERENCE CALL

Enbridge will hold a conference call on Wednesday, November 5, 2014 at 9:00 a.m. Eastern Time (7:00 a.m. Mountain Time) to discuss the third quarter 2014 results. Analysts, members of the media and other interested parties can access the call toll-free at 1-800-708-4540 from within North America and outside North America at 1-847-619-6397, using the access code of 38270286#. The call will be audio webcast live at http://www.media-server.com/m/p/i49imvs7. 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 38270286#) until November 12, 2014.

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 in the World ranking for the past six years. 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 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 more than 1,800 megawatts of renewable and alternative energy generating capacity and is expanding its interests in wind and solar energy and geothermal. Enbridge employs more than 10,000 people, primarily in Canada and the U.S. and is ranked as one of Canada’s Top 100 Employers for 2014. 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.

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 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 of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; expected exchange rates, inflation and 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 of and demand of crude oil, natural gas, NGL and renewable 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 and 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 dates and expected capital expenditures, include: the availability and price of labour and pipeline 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 and in-service schedules.

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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, changes in tax law and 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 applicable 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 for the affected business segments in the Company’s MD&A. 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, including setting the Company’s dividend payout target, and to assess the performance of the Company. Adjusted earnings/(loss) and adjusted earnings/(loss) for each of the segments are not measures that have a standardized meaning prescribed by accounting principles generally accepted in the United States of America (U.S. GAAP) and are not considered GAAP measures; therefore, these measures may not be comparable with similar measures presented by other issuers. See Non-GAAP Reconciliations for a reconciliation of the GAAP and non-GAAP measures.

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NON-GAAP RECONCILIATIONS

1                  Changes in unrealized derivative fair value gains and losses are presented net of amounts realized on the settlement of derivative contracts during the applicable period.

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HIGHLIGHTS

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Enbridge Contacts:

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ENBRIDGE INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

September 30, 2014

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014

This Management’s Discussion and Analysis (MD&A) dated November 4, 2014 should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto of Enbridge Inc. (Enbridge or the Company) as at and for the three and nine months ended September 30, 2014, prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). It should also be read in conjunction with the audited consolidated financial statements and MD&A contained in the Company’s Annual Report for the year ended December 31, 2013. 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.

CONSOLIDATED EARNINGS

Loss attributable to common shareholders was $80 million for the three months ended September 30, 2014, or a $0.10 loss per common share, compared with earnings attributable to common shareholders of $421 million or $0.52 per common share, for the three months ended September 30, 2013. The Company continued to deliver strong quarter-over-quarter earnings growth, as discussed in Adjusted Earnings; however, the Company’s quarterly results are impacted by a number of unusual, non-recurring or non-operating factors, the most significant of which is changes in unrealized derivative fair value gains and losses. The Company has a comprehensive long-term economic hedging program to mitigate 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.

The comparability of the Company’s quarter-over-quarter earnings was also impacted by certain out-of-period adjustments recognized in the third quarter of 2013, including a non-cash adjustment of $37 million after-tax to defer revenues associated with make-up rights earned under certain long-term take-or-pay contracts within Regional Oil Sands System. Also in Regional Oil Sands System, there was an out-of-period adjustment of $31 million after-tax related to the recovery of income taxes under a long-term contract, partially offset by a related correction to deferred income tax expense. In addition, in the third quarter of 2013, in the Gas Distribution segment an out-of-year adjustment of $56 million after-tax was recognized reflecting an increase to gas transportation costs which had incorrectly been deferred. Finally, the Company’s earnings for the three months ended September 30, 2014 reflected an accrual of US$51 million ($12 million after-tax attributable to Enbridge) recognized by Enbridge Energy Partners, L.P. (EEP) in respect of the Line 6B crude oil release. See Recent Developments – Sponsored Investments – Enbridge Energy Partners, L.P. – Line 6B Crude Oil Release.

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Earnings attributable to common shareholders were $1,066 million for the nine months ended September 30, 2014, or $1.29 per common share, compared with $713 million, or $0.89 per common share, for the nine months ended September 30, 2013. The Company has delivered strong earnings growth in the first nine months of 2014; however, the magnitude of this growth and the comparability of the Company’s results are impacted by changes in unrealized derivative fair value gains and losses, as well as the out-of-period adjustments noted above. In addition, earnings for the nine months ended September 30, 2014 also reflected a $43 million after-tax gain recognized on the disposal of non-core assets within Enbridge Offshore Pipelines (Offshore) and a $14 million after-tax gain on the sale of an Alternative and Emerging Technologies investment within the Corporate segment. Finally, the Company’s earnings, for both 2014 and 2013, reflected certain costs and related insurance recoveries related to the Line 6B crude oil release, see Recent Developments – Sponsored Investments – Enbridge Energy Partners, L.P. – Line 6B Crude Oil Release, as well as the Line 37 crude oil release which occurred in June 2013.

FORWARD-LOOKING INFORMATION

Forward-looking information, or forward-looking statements, have been included in this MD&A 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 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 of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; expected exchange rates, inflation and 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 of and demand for crude oil, natural gas, NGL and renewable 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 and 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 dates and expected capital expenditures, include: the availability and price of labour and pipeline 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 and in-service 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, changes in tax law and 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 MD&A 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 applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this MD&A 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.

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NON-GAAP MEASURES

This MD&A 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 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, including setting the Company’s dividend payout target, and to assess the performance of the Company. 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. See Non-GAAP Reconciliations for a reconciliation of the GAAP and non-GAAP measures.

ADJUSTED EARNINGS

Adjusted earnings were $345 million, or $0.41 per common share, for the three months ended September 30, 2014 compared with $278 million, or $0.34 per common share, for the three months ended September 30, 2013. Adjusted earnings were $1,165 million, or $1.41 per common share, for the nine months ended September 30, 2014 compared with $1,072 million, or $1.33 per common share, for the nine months ended September 30, 2013.

The following factors impacted adjusted earnings:

·                  Within Liquids Pipelines, higher throughput on Canadian Mainline drove an increase in adjusted earnings for the three and nine months ended September 30, 2014. The increase in throughput was attributable to several factors including: increased oil sands production; strong refinery demand in the midwest market partly due to a start-up of a midwest refinery’s conversion to heavy oil processing in the second quarter of 2014; and successful efforts by the Company to optimize capacity and throughput and to enhance scheduling efficiency with shippers. Canadian Mainline earnings for the three and nine months ended September 30, 2014 reflected a lower average Canadian Mainline International Joint Tariff (IJT) Residual Benchmark Toll compared with the corresponding 2013 periods. Finally, Canadian Mainline adjusted earnings continued to be impacted by the absence of revenues from Line 9B, which was idled in late 2013 while it is being reversed and expanded as part of the Company’s Eastern Access initiative.

·                  Also within Liquids Pipelines, Regional Oil Sands System adjusted earnings increased due to contributions from the Norealis Pipeline, which was completed in April 2014, and higher throughput on the Athabasca mainline which were partially offset by higher operating and administrative, depreciation, interest and tax expenses.

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·                  Within Gas Distribution, Enbridge Gas Distribution Inc. (EGD) adjusted earnings increased slightly and reflected the August 22, 2014 Ontario Energy Board (OEB) rate order (the Rate Order) under the incentive rate (IR) mechanism which approved the final rates with an effective date of January 1, 2014. EGD operated the first half of 2014 under OEB approved interim distribution rates. The Rate Order resulted in a lower depreciation expense under a new approach for determining depreciation and future removal and site restoration reserves. This positive effect was partially offset by reduced final rates requiring a refund of a portion of the previously collected interim rates to customers.

·                  Within Gas Pipelines, Processing and Energy Services, the decrease in adjusted earnings reflected weaker Energy Services results compared with a very strong 2013. Narrowing location spreads and less favourable conditions in certain markets accessed by committed transportation capacity, combined with unrecovered demand charges, resulted in lower adjusted earnings for the first nine months of 2014. In addition to the trends noted above, adjusted earnings for the nine-month period of 2014 decreased as a result of losses realized in the first quarter of 2014 on certain financial contracts intended to hedge the value of committed transportation capacity, but which were not effective in doing so. Partially offsetting the decrease in adjusted earnings were favourable natural gas location differentials caused by abnormal winter weather conditions in the first quarter of 2014.

·                  Within Sponsored Investments, EEP adjusted earnings reflected increased contributions from EEP’s liquids business due to new assets placed into service during 2013 and 2014, combined with higher throughput and tolls on EEP’s major liquids pipelines. New assets placed into service include the replacement and expansion of Line 6B as part of Enbridge and EEP’s Eastern Access initiative. Enbridge also benefitted from the completion of Line 6B replacement and expansion through its 75% interest in the United States portion of the Eastern Access expansion projects held through Enbridge Energy, Limited Partnership (EELP). Within EEP’s natural gas and NGL businesses, which it holds directly and indirectly through its partially-owned subsidiary, Midcoast Energy Partners, L.P. (MEP), lower volumes had a negative impact on adjusted earnings.

·                  Also within Sponsored Investments, Enbridge Income Fund (the Fund) adjusted earnings reflected strong performance from the Fund’s liquids business. Also contributing to period-over-period growth in adjusted earnings for the first nine months of 2014 was the absence of an after-tax charge of $12 million ($4 million after-tax attributable to Enbridge) related to the write-off of a regulatory deferral balance which occurred in the first quarter of 2013. Partially offsetting the adjusted earnings increase were higher income taxes, which also drove lower 2014 third quarter earnings.

·                  Within the Corporate segment, Noverco Inc. (Noverco) adjusted earnings for the nine months ended September 30, 2014 decreased compared with the corresponding 2013 period. Excluding the impact of a small one-time gain on sale of an investment in the first quarter of 2013 and an equity earnings true-up adjustment recognized in the first quarter of 2013, Noverco adjusted earnings were comparable between periods.

·                  Also within the Corporate segment, Other Corporate adjusted loss decreased for the three and nine months ended September 30, 2014 compared with the corresponding 2013 periods. The decreased loss reflected lower net corporate segment finance costs and lower income taxes partially offset by higher preference share dividends due to an increase in the number of preference shares outstanding.

RECENT DEVELOPMENTS

CHIEF FINANCIAL OFFICER SUCCESSION PLANS

On October 10, 2014, the Company announced the appointment of John Whelen to Executive Vice President and Chief Financial Officer, effective October 15, 2014. J. Richard Bird will remain Executive Vice President, Corporate Development until his retirement on December 31, 2014. The Company had previously announced on June 18, 2014, Mr. Bird’s planned retirement and the split of his responsibilities into two separate roles of Chief Financial Officer and Chief Development Officer. Vern Yu was appointed Senior Vice President, Corporate Development effective July 1, 2014 and will continue to report to Mr. Bird.

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LIQUIDS PIPELINES

Seaway Pipeline

Seaway Crude Oil Pipeline (Seaway Pipeline) filed an application for market-based rates in December 2011. Initially the Federal Energy Regulatory Commission (FERC) rejected the application in March 2012 and Seaway Pipeline appealed to the District of Columbia Circuit. In response, the FERC set the application for further proceedings and the appeal was stayed. Since the FERC had not issued a ruling on this application, Seaway Pipeline filed for initial rates in order to have rates in effect by the in-service date. The uncommitted rate on Seaway Pipeline was challenged by several shippers. During the evidentiary stage, FERC staff filed evidence stating that the committed and uncommitted rates are subject to review and adjustment. Seaway Pipeline filed a Petition for Declaratory Order (PDO) requesting the FERC confirm that it will honour and uphold existing contracts. The FERC issued a decision denying the PDO on procedural grounds but stated that it will uphold its longstanding policy of honouring contracts.

The FERC hearings concluded with all parties filing their respective briefs. In September 2013, a decision from the Administrative Law Judge (ALJ) was released finding that the committed and uncommitted rates on Seaway Pipeline should be reduced to reflect the ALJ’s findings on the various cost of service inputs. Seaway Pipeline filed a brief with the FERC on October 15, 2013 challenging the ALJ’s decision and asking for expedited ruling by the FERC on the committed rates. In February 2014, the FERC issued its decision upholding its policy to honour contracts and ordered the ALJ to revise her decision accordingly. On May 9, 2014, the ALJ issued an initial decision on remand reiterating her previous findings and did not change her decision. Briefings have concluded and the full record was sent to the FERC for its final decision, which is still pending.

In relation to the original market based rate application, the FERC issued its decision rejecting Seaway Pipeline’s application for market based rates in February 2014 and announced a new methodology for determining whether a pipeline has market power and invited Seaway Pipeline to refile its market based rate application consistent with the new policy. Seaway Pipeline is currently evaluating whether it will file a new market based rate application under the new methodology.

GAS DISTRIBUTION

Enbridge Gas Distribution – Incentive Regulation

On July 17, 2014, the OEB approved EGD’s five-year customized IR application, with modifications. The customized IR application establishes the methodology for determining rates for the distribution of natural gas over a five-year period from 2014 through 2018 and will allow EGD to recover its expected capital investment amounts, as well as an opportunity to earn above the allowed return on equity. The OEB decision also allowed for final 2014 rates to be implemented with the October 2014 Quarterly Rate Adjustment Mechanism with an effective date of January 1, 2014. EGD operated the first half of 2014 under OEB approved interim distribution rates. On August 22, 2014, an OEB Rate Order under the IR mechanism approved the final rates with an effective date of January 1, 2014.

The Rate Order approved a new approach for determining depreciation and future removal and site restoration reserves resulting in a lower depreciation expense. The Rate Order also approved reduced final rates requiring a refund of a portion of the previously collected interim rates to customers.

Enbridge Gas New Brunswick – Regulatory Matter

In 2012, the Government of New Brunswick enacted final rates and tariff regulation that affected the franchise agreement between Enbridge Gas New Brunswick Inc. (EGNB) and the province of New Brunswick, including the ability for EGNB to recover a deferred regulatory asset.

Also in 2012, EGNB commenced legal proceedings against the Government of New Brunswick seeking damages for breach of contract and commenced a separate application to quash the Government of New Brunswick’s rate and tariffs regulation. EGNB’s appeal in the latter proceeding was ultimately successful in part, as the Court of Appeal ruled that the rates and tariffs regulation that caps rates according to a maximum revenue-to-cost ratio was beyond the regulation-making authority of the New Brunswick Lieutenant Governor in Council. The Court of Appeal upheld the portion of the regulation that requires EGNB to charge customers the lower of market or cost-based rates. EGNB’s 2014 rate application was approved in April 2014 by New Brunswick Energy and Utilities Board (EUB). EGNB has filed its application for 2015 rates with the EUB and the rate case is ongoing.

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On February 4, 2014, EGNB commenced a further legal proceeding against the Government of New Brunswick. The action seeks damages for improper extinguishment of the deferred regulatory asset that was previously eliminated from EGNB’s Consolidated Statements of Financial Position.

There is no assurance that any of EGNB’s legal proceedings against the Province of New Brunswick will be successful or will result in any recovery.

GAS PIPELINES, PROCESSING AND ENERGY SERVICES

Lac Alfred and Massif du Sud Wind Projects

In September 2014, the Company entered into an agreement to purchase additional interests in the 300-Megawatt (MW) Lac Alfred Wind Project (Lac Alfred) and the 150-MW Massif du Sud Wind Project (Massif du Sud) from existing partner, EDF EN Canada Inc. Under the agreement, Enbridge will invest approximately $225 million to acquire an additional 17.5% interest in Lac Alfred and an additional 30% interest in Massif du Sud. The Lac Alfred transaction closed in October 2014 and Enbridge now holds a 67.5% interest in Lac Alfred. The Massif du Sud transaction is expected to close in the fourth quarter of 2014 and Enbridge will hold an 80% interest in Massif du Sud upon closing of the transaction.

SPONSORED INVESTMENTS – ENBRIDGE ENERGY PARTNERS, L.P.

Sponsored Vehicle Transactions

In 2014, Enbridge and EEP undertook a series of actions with the objective of enhancing EEP’s distributable cash flow and returns generated by investment opportunities and to increase its effectiveness as a sponsored vehicle and source of funding for Enbridge via future asset monetization.

Proposed Alberta Clipper Drop Down

In September 2014, Enbridge and EEP announced Enbridge’s proposal to transfer its current 66.7% interest in the United States segment of the Alberta Clipper pipeline, currently held through a wholly-owned Enbridge subsidiary in the United States, to EEP for approximately US$900 million. EEP currently owns the other 33.3% interest in Alberta Clipper. The proposed consideration includes cash of approximately US$300 million, plus approximately US$600 million in Class E equity units to be issued to Enbridge by EEP. The proposed transfer and terms are subject to review and recommendation by an independent committee of EEP. The transfer is targeted to close by the end of 2014.

The Class E units to be issued to Enbridge would be entitled to the same distributions as the Class A units held by the public and would be convertible into Class A units on a one-for-one basis at Enbridge’s option. The Class E units would be redeemable at EEP’s option after 30 years, if not converted by Enbridge. The units would have a liquidation preference equal to their fair value on closing. Enbridge’s economic interest in EEP would increase from approximately 34% to approximately 36% as a result of the transfer.

The United States segment of the Alberta Clipper Pipeline is a 36-inch diameter, 523-kilometre (325-mile) long crude oil pipeline from the United States border near Neche, North Dakota to Superior, Wisconsin. The initial capacity of the line is 450,000 barrels per day (bpd) and was constructed under the terms of a joint funding agreement under which Enbridge funded two-thirds of the capital costs in return for a corresponding economic interest in the earnings and cash flow from the investment. The line is being expanded in two phases to a capacity of 800,000 bpd through the addition of increased pumping horsepower. The required expansion investments are subject to separate joint funding arrangements between Enbridge and EEP. See Growth Projects – Commercially Secured Projects – Sponsored Investments – Enbridge Energy Partners, L.P. – Lakehead System Mainline Expansion.

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Equity Restructuring

In June 2014, EEP and Enbridge announced an agreement to restructure EEP’s equity. Effective July 1, 2014, Enbridge Energy Company, Inc., a wholly-owned subsidiary of Enbridge and the General Partner (GP) of EEP, irrevocably waived its then existing incentive distribution rights (IDR) in excess of its 2% GP interest in exchange for 66.1 million Class D units and 1,000 Incentive Distribution Units (IDU) (collectively, the Equity Restructuring). The GP share of incremental cash distributions decreased from 48% of all distributions in excess of US$0.4950 per unit per quarter down to 23% of all distributions in excess of EEP’s quarterly distribution of US$0.5435 per unit per quarter. The Class D units carry a distribution equal to the quarterly distribution on the Class A common units. The third quarter 2014 distribution on the Class D units were adjusted to provide Enbridge with an aggregate distribution in 2014 equal to the distribution on its IDR as if the Equity Restructuring had not occurred. The IDU is not entitled to a distribution initially and in the event of any decrease in the Class A common unit distribution below US$0.5435 per unit in any quarter during the next five years, the distribution on the Class D units will be reduced to the amount which would have been received by Enbridge under the IDR as if the Equity Restructuring had not occurred.

The Class D units have a notional value per unit equivalent to the closing market price of the Class A Common units on June 17, 2014 (Notional Value) and have the same voting rights as the Class A units. The Class D units are convertible on a one-for-one basis into Class A common units at any time on or after the fifth anniversary of the closing date, at the holder’s option. In the event of a liquidation event (or any merger or other extraordinary transaction), the Class D unitholders will have a preference in liquidation equal to 20% of the Notional Value, with such preference being increased by an additional 20% on each anniversary of the closing date, resulting in a liquidation preference equal to 100% of the Notional Value on the fourth anniversary of the closing date. The Class D units will be redeemable in 30 years in whole or in part at EEP’s option for either a cash amount equal to the Notional Value per unit or newly issued Class A common units with an aggregate market value at redemption equal to 105% of the aggregate Notional Value of the Class D units being redeemed.

EEP Drop Down of Additional Interest to Midcoast Energy Partners, L.P.

On July 1, 2014, EEP completed the sale of an additional 12.6% limited partnership interest in its natural gas and NGL midstream business to MEP for cash proceeds of US$350 million. Upon finalization of this transaction, EEP retains an approximate 48% direct interest in entities or partnerships holding the natural gas and NGL midstream operations, with the remaining ownership held by MEP. The balance of EEP’s interest in the natural gas and NGL midstream operations is held indirectly through ownership of a GP interest, an approximate 52% limited partner interest and all IDR of MEP. The completion of this transaction resulted in a partial monetization of EEP’s natural gas and NGL midstream business through sale to noncontrolling interests (being MEP’s public unitholders). The proceeds from the drop down provided EEP a cost-effective funding alternative to execute its current liquids pipeline organic growth program.

Line 6B Crude Oil Release

EEP continues to perform necessary remediation, restoration and monitoring of the areas affected by the Line 6B crude oil release. All the initiatives EEP is undertaking in the monitoring and restoration phase are intended to restore the crude oil release area to the satisfaction of the appropriate regulatory authorities. On March 14, 2013, EEP received an order from the Environmental Protection Agency (EPA) which defined the scope requiring additional containment and active recovery of submerged oil relating to the Line 6B crude oil release. EEP submitted its initial proposed work plan required by the EPA on April 4, 2013 and resubmitted the work plan on April 23, 2013 and again on May 1, 2013 based on EPA comments. The EPA approved the Submerged Oil Recovery and Assessment (SORA) work plan with modification on May 8, 2013. EEP incorporated the modification and submitted an approved SORA on May 13, 2013. At this time, EEP has completed substantially all of the SORA.

EEP is also working with the Michigan Department of Environmental Quality (MDEQ) to transition submerged oil reassessment, sheen management and sediment trap monitoring and maintenance activities from the EPA to the MDEQ, through a Kalamazoo River Residual Oil Monitoring and Maintenance Work Plan.

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As at September 30, 2014, EEP’s total cost estimate for the Line 6B crude oil release was US$1.2 billion ($198 million after-tax attributable to Enbridge), which is an increase of US$86 million ($17 million after-tax attributable to Enbridge) as compared with December 31, 2013 and an increase of US$51 million ($12 million after-tax attributable to Enbridge) as compared with June 30, 2014. On May 28, 2014, the MDEQ’s Water Resource Division approved EEP’s Schedule of Work for the remainder of 2014. Of the total cost increase of US$51 million during the three months ended September 30, 2014, US$33 million is primarily related to the MDEQ approved Schedule of Work and completion of the dredge activities near Ceresco and Morrow Lake and US$18 million is related to an increase of estimated civil penalties under the Clean Water Act of the United States (Clean Water Act), as described below under Legal and Regulatory Proceedings.

Expected losses associated with the Line 6B crude oil release included those costs that were considered probable and that could be reasonably estimated at September 30, 2014. Despite the efforts EEP has made to ensure the reasonableness of its estimates, there continues to be the potential for EEP to incur additional costs in connection with this crude oil release due to variations in any or all of the cost categories, including modified or revised requirements from regulatory agencies, in addition to fines and penalties and expenditures associated with litigation and settlement of claims.

Insurance Recoveries

EEP is included in the comprehensive insurance program that is maintained by Enbridge for its subsidiaries and affiliates which renews throughout the year. On May 1 of each year, the insurance program is up for renewal and includes commercial liability insurance coverage that is consistent with coverage considered customary for its industry and includes coverage for environmental incidents excluding costs for fines and penalties.

A majority of the costs incurred in connection with the crude oil release for Line 6B are covered by Enbridge’s comprehensive insurance policy that expired on April 30, 2011, which had an aggregate limit of US$650 million for pollution liability. Including EEP’s remediation spending through September 30, 2014, Enbridge and its affiliates have exceeded the limits of their coverage under this insurance policy. Additionally, fines and penalties would not be covered under the existing insurance policy. As at September 30, 2014, EEP has recorded total insurance recoveries of US$547 million ($80 million after-tax attributable to Enbridge) for the Line 6B crude oil release out of the US$650 million aggregate limit. EEP will record receivables for additional amounts it claims for recovery pursuant to its insurance policies during the period it deems recovery to be probable.

In March 2013, EEP and Enbridge filed a lawsuit against the insurers for the then remaining US$145 million coverage, as one particular insurer is disputing the recovery eligibility for costs related to EEP’s claim on the Line 6B crude oil release and the other remaining insurers assert that their payment is predicated on the outcome of the recovery from that insurer. EEP received a partial recovery payment of US$42 million from the other remaining insurers. Of the remaining US$103 million coverage limit, US$85 million is the subject matter of the lawsuit Enbridge filed in March 2013 against one particular insurer who is disputing EEP’s recovery eligibility for costs related to its claim on the Line 6B crude oil release. The recovery of the remaining US$18 million is awaiting resolution of this lawsuit. While EEP believes those costs are eligible for recovery, there can be no assurance that EEP will prevail in this lawsuit.

Enbridge renewed its comprehensive property and liability insurance programs under which the Company is insured through April 30, 2015 with a liability aggregate limit of US$700 million, including sudden and accidental pollution liability. The deductible applicable to oil pollution events was increased to US$30 million per event, from the previous US$10 million. In the unlikely event multiple insurable incidents which in aggregate exceed coverage limits occur within the same insurance period, the total insurance coverage will be allocated among Enbridge entities on an equitable basis based on an insurance allocation agreement among Enbridge and its subsidiaries.

Legal and Regulatory Proceedings

A number of United States governmental agencies and regulators have initiated investigations into the Line 6B crude oil release. Approximately 10 actions or claims are pending against Enbridge, EEP or their affiliates in United States federal and state courts in connection with the Line 6B crude oil release, including direct actions and actions seeking class status. Based on the current status of these cases, the Company does not expect the outcome of these actions to be material.

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At September 30, 2014, included in EEP’s estimated costs related to the Line 6B crude oil release is US$48 million in fines and penalties. Of this amount, US$3.7 million related to civil penalties assessed by the Pipeline and Hazardous Materials Safety Administration, which EEP paid during the third quarter of 2012. The total also included an amount of US$40 million related to civil penalties under the Clean Water Act. While no final fine or penalty has been assessed or agreed to date, EEP believes that, based on the best information available at this time, the US$40 million represents an estimate of the minimum amount which may be assessed, excluding costs of injunctive relief that may be agreed to with the relevant governmental agencies. Given the complexity of settlement negotiations, which EEP expects will continue, and the limited information available to assess the matter, EEP is unable to reasonably estimate the final penalty which might be incurred or to reasonably estimate a range of outcomes at this time. Injunctive relief is likely to include measures directed toward enhancing spill prevention, leak detection, emergency response to environmental events and the cost of compliance with such measures could be significant. Discussions with governmental agencies regarding fines, penalties and injunctive relief are ongoing.

SPONSORED INVESTMENTS – ENBRIDGE INCOME FUND

Proposed Natural Gas And Diluent Pipeline Interests Transfer

In September 2014, Enbridge and the Fund announced that they had entered into an agreement pursuant to which the Fund would acquire Enbridge’s 50% interest in the United States segment of the Alliance Pipeline and would also subscribe for and purchase Class A units of Enbridge’s subsidiaries that indirectly own the Canadian and United States segments of the Southern Lights Pipeline. The Class A units, which are non-voting and do not confer any governance or ownership rights in Southern Lights Pipeline, will provide a defined cash flow stream to the Fund. Total consideration for the proposed transaction is approximately $1.8 billion. Enbridge will receive on closing approximately $421 million in cash and $461 million in the form of preferred units of Enbridge Commercial Trust, a subsidiary of the Fund. Under the agreement, Enbridge has agreed to provide bridge debt financing to the Fund in the form of an $878 million long-term note payable by the Fund and bearing interest of 5.5% per annum. The note payable is expected to be repaid by the Fund on an expedited basis through the issuance of public debt by the Fund. The Fund will also issue $421 million of trust units to Enbridge Income Fund Holdings Inc. (ENF) to fund the cash component of the consideration. Enbridge will apply approximately $84 million of cash to acquire additional common share of ENF, thereby maintaining its 19.9% interest in ENF. The transaction is subject to customary regulatory approvals, including pursuant to competition legislation in Canada and the United States. If approved, the transaction is expected to provide Enbridge approximately $1.2 billion of net funding for its large growth capital investment program. The transaction is expected to close in the fourth quarter of 2014.

CORPORATE

Preference Share Issuance

Series 9

On March 13, 2014, the Company issued 11 million Preference Shares, Series 9 for gross proceeds of $275 million. The 4.4% Cumulative Redeemable Preference Shares, Series 9 are entitled to receive a fixed, cumulative, quarterly preferential dividend aggregating to $1.10 per share per annum. The Company may, at its option, redeem all or a portion of the outstanding Preference Shares for $25.00 per share plus all accrued and unpaid dividends on December 1, 2019 and on December 1 of every fifth year thereafter. The holders of Preference Shares, Series 9 will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 10, subject to certain conditions, on December 1, 2019 and on December 1 of every fifth year thereafter. The holders of Preference Shares, Series 10 will be entitled to receive quarterly floating rate cumulative dividends at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.7%.

Series 11

On May 22, 2014, the Company issued 20 million Preference Shares, Series 11 for gross proceeds of $500 million. The 4.4% Cumulative Redeemable Preference Shares, Series 11 are entitled to receive a fixed, cumulative, quarterly preferential dividend aggregating to $1.10 per share per annum. The Company may, at its option, redeem all or a portion of the outstanding Preference Shares for $25.00 per share plus all accrued and unpaid dividends on March 1, 2020 and on March 1 of every fifth year thereafter. The holders of Preference Shares, Series 11 will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 12, subject to certain conditions, on March 1, 2020 and on March 1 of every fifth year thereafter. The holders of Preference Shares, Series 12 will be entitled to receive quarterly floating rate cumulative dividends at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.6%.

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Series 13

On July 17, 2014, the Company issued 14 million Preference Shares, Series 13 for gross proceeds of $350 million. The 4.4% Cumulative Redeemable Preference Shares, Series 13 are entitled to receive a fixed, cumulative, quarterly preferential dividend aggregating to $1.10 per share per annum. The Company may, at its option, redeem all or a portion of the outstanding Preference Shares for $25.00 per share plus all accrued and unpaid dividends on June 1, 2020 and on June 1 of every fifth year thereafter. The holders of Preference Shares, Series 13 will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 14, subject to certain conditions, on June 1, 2020 and on June 1 of every fifth year thereafter. The holders of Preference Shares, Series 14 will be entitled to receive quarterly floating rate cumulative dividends at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.7%.

Series 15

On September 23, 2014, the Company issued 11 million Preference Shares, Series 15 for gross proceeds of $275 million. The 4.4% Cumulative Redeemable Preference Shares, Series 15 are entitled to receive a fixed, cumulative, quarterly preferential dividend aggregating to $1.10 per share per annum. The Company may, at its option, redeem all or a portion of the outstanding Preference Shares for $25.00 per share plus all accrued and unpaid dividends on September 1, 2020 and on September 1 of every fifth year thereafter. The holders of Preference Shares, Series 15 will have the right to convert their shares into Cumulative Redeemable Preference Shares, Series 16, subject to certain conditions, on September 1, 2020 and on September 1 of every fifth year thereafter. The holders of Preference Shares, Series 16 will be entitled to receive quarterly floating rate cumulative dividends at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 2.7%.

Common Share Issuance

On June 24, 2014, the Company completed the issuance of 7.9 million Common Shares for gross proceeds of approximately $400 million and, on July 8, 2014, issued a further 1.2 million Common Shares pursuant to the underwriters’ over-allotment option for gross proceeds of approximately $60 million. The proceeds will be used to partially fund the Company’s capital projects, including the Line 3 Replacement Program (L3R Program), to reduce short term indebtedness and for other general corporate purposes. For further discussion on the L3R Program refer to Growth Projects – Commercially Secured Projects – Liquids Pipelines – Canadian Line 3 Replacement Program and Growth Projects – Commercially Secured Projects – Sponsored Investments – Enbridge Energy Partners, L.P. – United States Line 3 Replacement Program.

GROWTH PROJECTS – COMMERCIALLY SECURED PROJECTS

The table below summarizes the current status of the Company’s commercially secured projects, organized by business segment.

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