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DEBT | 12 Months Ended
--- | ---
Dec. 31, 2018
Debt Disclosure [Abstract] |
DEBT | DEBT
| Weighted Average |  |  |  |  |  |  |  |  |
December 31, | Interest Rate |  |  | Maturity |  | 2018 |  |  | 2017 |
(millions of Canadian dollars) |  |  |  |  |  |  |  |  |  |
Enbridge Inc. |  |  |  |  |  |  |  |  |  |
United States dollar term notes 1 | 4.1 | % |  | 2022-2046 |  | 6,419 |  |  | 5,889 |
Medium-term notes 2 | 4.3 | % |  | 2019-2064 |  | 7,323 |  |  | 5,698 |
Fixed-to-floating subordinated term notes 3,4 | 5.9 | % |  | 2077-2078 |  | 6,771 |  |  | 3,843 |
Floating rate notes 5 |  |  |  | 2019-2020 |  | 2,389 |  |  | 2,254 |
Commercial paper and credit facility draws 6 | 2.2 | % |  | 2019-2023 |  | 1,999 |  |  | 2,729 |
Other 7 |  |  |  |  |  | — |  |  | 3 |
Enbridge (U.S.) Inc. |  |  |  |  |  |  |  |
Commercial paper and credit facility draws 8 | 3.5 | % |  | 2020 |  | 1,065 |  |  | 490 |
Enbridge Energy Partners, L.P. |  |  |  |  |  |  |  |
Senior notes 9 | 6.2 | % |  | 2019-2045 |  | 6,214 |  |  | 6,328 |
Junior subordinated notes 10 |  |  |  | 2067 |  | 546 |  |  | 501 |
Commercial paper and credit facility draws 11 | 3.3 | % |  | 2022 |  | 1,044 |  |  | 1,820 |
Enbridge Gas Distribution Inc. |  |  |  |  |  |  |  |
Medium-term notes | 4.5 | % |  | 2020-2050 |  | 3,695 |  |  | 3,695 |
Debentures | 9.9 | % |  | 2024 |  | 85 |  |  | 85 |
Commercial paper and credit facility draws | 2.3 | % |  | 2020 |  | 750 |  |  | 960 |
Enbridge Income Fund |  |  |  |  |  |  |  |
Medium-term notes 2 |  |  |  |  | — |  |  | 1,750 |
Commercial paper and credit facility draws |  |  |  |  | — |  |  | 755 |
Enbridge Pipelines (Southern Lights) L.L.C. |  |  |  |  |  |  |  |
Senior notes 12 | 4.0 | % |  | 2040 |  | 1,257 |  |  | 1,207 |
Enbridge Pipelines Inc. |  |  |  |  |  |  |  |
Medium-term notes 13 | 4.3 | % |  | 2019-2046 |  | 4,225 |  |  | 4,525 |
Debentures | 8.2 | % |  | 2024 |  | 200 |  |  | 200 |
Commercial paper and credit facility draws 14 | 2.4 | % |  | 2020 |  | 2,200 |  |  | 1,438 |
Other 7 |  |  |  |  |  | 4 |  |  | 4 |
Enbridge Southern Lights LP |  |  |  |  |  |  |  |
Senior notes | 4.0 | % |  | 2040 |  | 289 |  |  | 315 |
Midcoast Energy Partners, L.P. |  |  |  |  |  |  |  |  |  |
Senior notes 15 |  |  |  |  | — |  |  | 501 |
Spectra Energy Capital 16 |  |  |  |  |  |  |
Senior notes 17 | 7.1 | % |  | 2032-2038 |  | 236 |  |  | 1,665 |
Spectra Energy Partners, LP 16 |  |  |  |  |  |  |
Senior secured notes 18 | 6.1 | % |  | 2020 |  | 150 |  |  | 138 |
Senior notes 19 | 4.3 | % |  | 2020-2048 |  | 8,249 |  |  | 7,192 |
Floating rate notes 20 |  |  |  | 2020 |  | 546 |  |  | 501 |
Commercial paper and credit facility draws 21 | 3.2 | % |  | 2022 |  | 2,065 |  |  | 2,824 |
Union Gas Limited 16 |  |  |  |  |  |  |
Medium-term notes | 4.1 | % |  | 2021-2047 |  | 3,290 |  |  | 3,490 |
Senior debentures |  |  |  |  | — |  |  | 75 |
Debentures | 8.7 | % |  | 2025 |  | 125 |  |  | 250 |
Commercial paper and credit facility draws | 2.3 | % |  | 2021 |  | 275 |  |  | 485 |
Westcoast Energy Inc.16 |  |  |  |  |  |  |
Senior secured notes | 6.2 | % |  | 2019 |  | 33 |  |  | 66 |
Medium-term notes | 4.7 | % |  | 2019-2041 |  | 2,175 |  |  | 2,177 |
Debentures | 8.6 | % |  | 2020-2026 |  | 375 |  |  | 525 |
Fair value adjustment - Spectra Energy acquisition |  |  |  |  | 964 |  |  | 1,114 |
Other 22 |  |  |  |  |  | (348 | ) |  | (312 | )
Total debt |  |  |  |  |  | 64,610 |  |  | 65,180 |
Current maturities |  |  |  |  |  | (3,259 | ) |  | (2,871 | )
Short-term borrowings 23 |  |  |  |  |  | (1,024 | ) |  | (1,444 | )
Long-term debt |  |  |  |  |  | 60,327 |  |  | 60,865 |
1 | 2018 - US$4,700 million; 2017 - US$4,700 million.
2 | On December 21, 2018, Enbridge and Enbridge Income Fund (the Fund) completed a transaction to exchange certain series of the Fund's outstanding medium-term notes (Legacy Fund Notes) for an equal principal amount of newly issued medium term notes of Enbridge, having financial terms that are the same as the financial terms of the Fund Notes. See Debt Exchange discussion below.
3 | 2018 - $2,400 million and US$3,200 million; 2017 - $1,650 million and US$1,750 million. For the initial 10 years, the notes carry a fixed interest rate. Subsequently, the interest rate will be floating and set to equal the three-month Bankers' Acceptance Rate or London Interbank Offered Rate (LIBOR) plus a margin.
4 | The notes would be converted automatically into Conversion Preference Shares in the event of bankruptcy and related events.
5 | 2018 - $750 million and US$1,200 million; 2017 - $750 million and US$1,200 million. Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus a margin of 59 basis points or LIBOR plus a margin of 40 or 70 basis points.
6 | 2018 - $1,906 million and US$69 million; 2017 - $1,593 million and US$907 million.
7 | Primarily capital lease obligations.
8 | 2018 - US$780 million; 2017 - US$391 million.
9 | 2018 - US$4,550 million; 2017 - US$5,050 million.
10 | 2018 - US$400 million; 2017 - US$400 million. Carries an interest rate equal to the three-month LIBOR plus a margin of 379.75 basis points.
11 | 2018 - US$764 million; 2017 - US$1,453 million.
12 | 2018 - US$920 million; 2017 - US$963 million.
13 | Included in medium-term notes is $100 million with a maturity date of 2112.
14 | 2018 - $1,905 million and US$216 million; 2017 - $1,080 million and US$286 million.
15 | 2017 - US$400 million.
16 | Debt acquired in conjunction with the Merger Transaction (Note 8).
17 | 2018 - US$173 million; 2017 - US$1,329 million.
18 | 2018 - US$110 million; 2017 - US$110 million.
19 | 2018 - US$6,040 million; 2017 - US$5,740 million.
20 | 2018 - US$400 million; 2017 - US$400 million. Carries an interest rate equal to the three-month LIBOR plus a margin of 70 basis points.
21 | 2018 - US$1,512 million; 2017 - US$2,254 million.
22 | Primarily debt discount and debt issue costs.
23 | Weighted average interest rate - 2.3%; 2017 - 1.4%.
SECURED DEBT Senior secured notes, totaling $183 million as at December 31, 2018, includes project financings for M&N Canada and Express-Platte System. Ownership interests in M&N Canada and certain of its accounts, revenues, business contracts and other assets are pledged as collateral. Express-Platte System notes payable are secured by the assignment of the Express-Platte System transportation receivables and by the Canadian portion of the Express-Platte pipeline system assets. CREDIT FACILITIES The following table provides details of our committed credit facilities at December 31, 2018:
|  | 2018
|  | Total |  |  |  |  |
December 31, | Maturity | Facilities |  | Draws 1 |  | Available |
(millions of Canadian dollars) |  |  |  |  |  |  |
Enbridge Inc. | 2019-2023 | 5,751 |  | 2,008 |  | 3,743 |
Enbridge (U.S.) Inc. | 2020 | 1,932 |  | 1,065 |  | 867 |
Enbridge Energy Partners, L.P.2 | 2022 | 2,493 |  | 1,044 |  | 1,449 |
Enbridge Gas Distribution Inc. | 2019-2020 | 1,018 |  | 760 |  | 258 |
Enbridge Pipelines Inc. | 2020 | 3,000 |  | 2,200 |  | 800 |
Spectra Energy Partners, LP 3,4 | 2022 | 3,414 |  | 2,065 |  | 1,349 |
Union Gas Limited 4 | 2021 | 700 |  | 275 |  | 425 |
Total committed credit facilities |  | 18,308 |  | 9,417 |  | 8,891 |
1 | Includes facility draws, letters of credit and commercial paper issuances that are back-stopped by the credit facility.
2 | Includes $253 million (US$185 million) of facilities that expire in 2020.
3 | Includes $459 million (US$336 million) of facilities that expire in 2021.
4 | Committed credit facilities acquired in conjunction with the Merger Transaction (Note 8).
Enbridge terminated a US$650 million credit facility, which was scheduled to mature in 2019, and repaid drawn amounts. In addition, an unutilized Enbridge US$100 million credit facility expired. Enbridge (U.S.) Inc. terminated an unutilized US$950 million credit facility, which was scheduled to mature in 2019. In addition, Enbridge (U.S.) Inc. terminated a US$500 million credit facility, which was scheduled to mature in 2019, and repaid drawn amounts. An unutilized EEP US$625 million credit facility matured on December 31, 2018. Enbridge Income Fund substantially terminated its $1,500 million credit facility, which was scheduled to mature in 2020, and repaid drawn amounts. Westcoast Energy Inc. terminated an unutilized $400 million credit facility, which was scheduled to mature in 2021. The facility was acquired in conjunction with the Merger Transaction. On February 7, 2019 and February 8, 2019, we terminated certain Canadian and United States dollar credit facilities, including facilities held by Enbridge, Union Gas, EEP and SEP. We also increased existing facilities or obtained new facilities to replace the terminated ones under Enbridge, Enbridge (U.S.) Inc. and EGI. As a result, our total credit facility availability increased by approximately $390 million Canadian dollar equivalent, when translated using the year end December 31, 2018 spot rate. In addition to the committed credit facilities noted above, we have $807 million of uncommitted demand credit facilities, of which $548 million were unutilized as at December 31, 2018. As at December 31, 2017, we had $792 million of uncommitted credit facilities, of which $518 million were unutilized. Credit facilities carry a weighted average standby fee of 0.2% per annum on the unused portion and draws bear interest at market rates. Certain credit facilities serve as a back-stop to the commercial paper programs and we have the option to extend such facilities, which are currently set to mature from 2020 to 2023. As at December 31, 2018 and 2017, commercial paper and credit facility draws, net of short-term borrowings and non-revolving credit facilities that mature within one year of $7,967 million and $10,055 million, respectively, are supported by the availability of long-term committed credit facilities and therefore have been classified as long-term debt. LONG-TERM DEBT ISSUANCES The following are long-term debt issuances made during 2018 and 2017, excluding the debt exchange discussed below:
Company | Issue Date |  |  | Principal Amount |
(millions of Canadian dollars unless otherwise stated) |  |
Enbridge Inc. |  |  |
| March 2018 | Fixed-to-floating rate subordinated notes due March 2078 1 | US$850 |
| April 2018 | Fixed-to-floating rate subordinated notes due April 2078 2 |  | $750 |
| April 2018 | Fixed-to-floating rate subordinated notes due April 2078 3 | US$600 |
| May 2017 | Floating rate notes due May 2019 4 |  | $750 |
| June 2017 | 3.19% medium-term notes due December 2022 |  | $450 |
| June 2017 | 3.20% medium-term notes due June 2027 |  | $450 |
| June 2017 | 4.57% medium-term notes due March 2044 |  | $300 |
| June 2017 | Floating rate notes due June 2020 5 | US$500 |
| July 2017 | 2.90% senior notes due July 2022 | US$700 |
| July 2017 | 3.70% senior notes due July 2027 | US$700 |
| July 2017 | Fixed-to-floating rate subordinated notes due July 2077 6 | US$1,000 |
| September 2017 | Fixed-to-floating rate subordinated notes due September 2077 7 |  | $1,000 |
| October 2017 | Fixed-to-floating rate subordinated notes due September 2077 7 |  | $650 |
| October 2017 | Floating rate notes due January 2020 8 | US$700 |
Enbridge Gas Distribution Inc. |  |  |
| November 2017 | 3.51% medium-term notes due November 2047 |  | $300 |
Spectra Energy Partners, LP |  |  |
| January 2018 | 3.50% senior notes due January 2028 9 | US$400 |
| January 2018 | 4.15% senior notes due January 2048 9 | US$400 |
| June 2017 | Floating rate notes due June 2020 10 | US$400 |
Union Gas Limited |  |  |
| November 2017 | 2.88% medium-term notes due November 2027 |  | $250 |
| November 2017 | 3.59% medium-term notes due November 2047 |  | $250 |
1 | Notes mature in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 6.25%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 364 basis points from years 10 to 30, and a margin of 439 basis points from years 30 to 60.
2 | Notes mature in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 6.625%. Subsequently, the interest rate will be set to equal the Canadian Dollar Offered Rate plus a margin of 432 basis points from years 10 to 30, and a margin of 507 basis points from years 30 to 60.
3 | Notes mature in 60 years and are callable on or after year five. For the initial five years, the notes carry a fixed interest rate of 6.375%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 359 basis points from years five to 10, a margin of 384 basis points from years 10 to 25, and a margin of 459 basis points from years 25 to 60.
4 | Carries an interest rate equal to the three-month Bankers' Acceptance Rate plus 59 basis points.
5 | Carries an interest rate equal to the three-month LIBOR plus 70 basis points.
6 | Matures in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 5.5%. Subsequently, the interest rate will be set to equal the three-month LIBOR plus a margin of 342 basis points from year 10 to 30, and a margin of 417 basis points from year 30 to 60.
7 | Matures in 60 years and are callable on or after year 10. For the initial 10 years, the notes carry a fixed interest rate of 5.4%. Subsequently, the interest rate will be set to equal the three-month Bankers' Acceptance Rate plus a margin of 325 basis points from year 10 to 30, and a margin of 400 basis points from year 30 to 60.
8 | Carries an interest rate equal to the three-month LIBOR plus 40 basis points.
9 | Issued through Texas Eastern Transmission, L.P. (Texas Eastern), a wholly-owned operating subsidiary of SEP.
10 | Carries an interest rate equal to the three-month LIBOR plus 70 basis points.
LONG-TERM DEBT REPAYMENTS The following are long-term debt repayments during 2018 and 2017, excluding the debt exchange discussed below:
Company | Retirement/Repayment Date |  |  | Principal Amount |  | Cash Consideration 1 |
(millions of Canadian dollars unless otherwise stated) |  |  |
Enbridge Inc. |  |  |  |
| March 2017 | Floating rate notes |  | $500 |  |
| April 2017 | 5.60% medium-term notes | US$400 |  |
| June 2017 | Floating rate notes | US$500 |  |
Enbridge Energy Partners, L.P. |  |  |
| April 2018 | 6.50% senior notes | US$400 |  |
| October 2018 | 7.00% senior notes | US$100 |  |
Enbridge Gas Distribution Inc. |  |  |  |
| April 2017 | 1.85% medium-term notes |  | $300 |  |
| December 2017 | 5.16% medium-term notes |  | $200 |  |
Enbridge Income Fund |  |  |  |
| December 2018 | 4.00% medium-term notes |  | $125 |  |
| June 2017 | 5.00% medium-term notes |  | $100 |  |
| December 2017 | 2.92% medium-term notes |  | $225 |  |
Enbridge Pipelines (Southern Lights) L.L.C. |  |  |
| June and December 2018 | 3.98% medium-term notes due June 2040 | US$43 |  |
| June and December 2017 | 3.98% medium-term note due June 2040 | US$37 |  |
Enbridge Pipelines Inc. |  |  |
| November 2018 | 6.62% medium-term notes |  | $170 |  |
| November 2018 | 6.62% medium-term notes |  | $130 |  |
Enbridge Southern Lights LP |  |  |
| January, July and December 2018 | 4.01% medium-term notes due June 2040 |  | $27 |  |
| June 2017 | 4.01% medium-term notes due June 2040 |  | $7 |  |
Midcoast Energy Partners, L.P. |  |  |  |
Redemption |  |  |  |
| July 2018 2 | 3.56% senior notes due September 2019 | US$75 |  | US$76 |
| July 2018 2 | 4.04% senior notes due September 2021 | US$175 |  | US$182 |
| July 2018 2 | 4.42% senior notes due September 2024 | US$150 |  | US$161 |
Spectra Energy Capital, LLC |  |  |  |
Repurchase via Tender Offer |  |  |
| March 2018 2 | 6.75% senior unsecured notes due 2032 | US$64 |  | US$80 |
| March 2018 2 | 7.50% senior unsecured notes due 2038 | US$43 |  | US$59 |
| July 2017 3 | Senior notes carrying interest ranging from 3.3% to 7.5% due 2018 to 2038 | US$761 |  | US$857 |
Redemption |  |  |  |
| March 2018 2 | 5.65% senior unsecured notes due 2020 | US$163 |  | US$172 |
| March 2018 2 | 3.30% senior unsecured notes due 2023 | US$498 |  | US$508 |
| July and September 2017 3 | 8.00% senior notes due 2019 | US$500 |  | US$581 |
Repayment |  |  |  |
| April 2018 | 6.20% senior notes | US$272 |  |
| July 2018 | 6.75% senior notes | US$118 |  |
Spectra Energy Partners, LP |  |  |  |
| September 2018 | 2.95% senior notes | US$500 |  |
| September 2017 | 6.00% senior notes | US$400 |  |
| June and December 2017 | 7.39% subordinated secured notes | US$12 |  |
Union Gas Limited |  |  |  |
| April 2018 | 5.35% medium-term notes |  | $200 |  |
| August 2018 | 8.75% debentures |  | $125 |  |
| October 2018 | 8.65% senior debentures |  | $75 |  |
| November 2017 | 9.70% debentures |  | $125 |  |
Westcoast Energy Inc. |  |  |  |
| May and November 2018 | 6.90% senior secured notes due 2019 |  | $26 |  |
| May and November 2018 | 4.34% senior secured notes due 2019 |  | $9 |  |
| September 2018 | 8.50% debenture |  | $150 |  |
| May and November 2017 | 6.90% senior secured notes due 2019 |  | $26 |  |
| May and November 2017 | 4.34% senior secured notes due 2019 |  | $24 |  |
1 | Cash consideration disclosed for repayments where the cash paid differs from the principal amount.
2 | The loss on debt extinguishment of $64 million (US$50 million), net of the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.
3 | The loss on debt extinguishment of $50 million (US$38 million), net of the fair value adjustment recorded upon completion of the Merger Transaction, was reported within Interest expense in the Consolidated Statements of Earnings.
DEBT EXCHANGE On December 21, 2018, Enbridge and the Fund completed a transaction to exchange certain series of the Legacy Fund Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the Fund Notes. The following Enbridge Notes were issued in exchange for the previously held Fund Notes:
• | Enbridge 4.10% medium-term notes, due February 22, 2019 issued in exchange for Fund 4.10% medium-term notes, due February 22, 2019 with a principal amount of $300 million;
• | Enbridge 4.85% medium-term notes, due November 12, 2020 issued in exchange for Fund 4.85% medium-term notes, due November 12, 2020 with a principal amount of $100 million;
• | Enbridge 4.85% medium-term notes, due February 22, 2022 issued in exchange for Fund 4.85% medium-term notes, due February 22, 2022 with a principal amount of $200 million;
• | Enbridge 3.94% medium-term notes, due January 13, 2023 issued in exchange for Fund 3.94% medium-term notes, due January 13, 2023 with a principal amount of $275 million;
• | Enbridge 3.95% medium-term notes, due November 19, 2024 issued in exchange for Fund 3.95% medium-term notes, due November 19, 2024 with a principal amount of $500 million; and
• | Enbridge 4.87% medium-term notes, due November 21, 2044 issued in exchange for Fund 4.87% medium-term notes, due November 21, 2044 with a principal amount of $250 million.
DEBT COVENANTS Our credit facility agreements and term debt indentures include standard events of default and covenant provisions whereby accelerated repayment and/or termination of the agreements may result if we were to default on payment or violate certain covenants. As at December 31, 2018, we were in compliance with all debt covenants. INTEREST EXPENSE
Year ended December 31, | 2018 |  | 2017 |  | 2016 |
(millions of Canadian dollars) |  |  |  |  |  |
Debentures and term notes | 3,011 |  | 3,011 |  | 1,714 |
Commercial paper and credit facility draws | 171 |  | 206 |  | 197 |
Amortization of fair value adjustment - Spectra Energy acquisition | (131 | ) | (270 | ) | — |
Capitalized | (348 | ) | (391 | ) | (321 | )
| 2,703 |  | 2,556 |  | 1,590 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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