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Enbridge Reports 2013 Results

CALGARY, ALBERTA -- (Marketwired) -- 02/14/14 -- Enbridge Inc. (Enbridge or the Company) (TSX: ENB)(NYSE: ENB) -

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


--  Fourth quarter loss was $267 million; earnings for the full year were
    $446 million, including the impact of net unrealized non-cash mark-to-
    market gains and losses

--  Fourth quarter adjusted earnings were $0.44 per common share, or $362
    million

--  Full year adjusted earnings were $1.78 per common share, an 11% increase
    over 2012

--  Enbridge Inc. executed on its growth capital plan, placing 17 projects
    totalling $5 billion into service

--  Enbridge Inc. to proceed with $3.2 billion in regional oil sands
    projects including the $1.6 billion extension of the Wood Buffalo
    Pipeline, the $1.4 billion Norlite Pipeline System, a new industry
    diluent pipeline, and the $0.2 billion Sunday Creek Terminal Expansion

--  Enbridge Inc. secured the development of the 110-megawatt Keechi Wind
    Project in Texas for an approximate investment of US$0.2 billion

--  Midcoast Energy Partners, L.P., an Enbridge Energy Partners, L.P.
    subsidiary, completed its initial public offering for proceeds of US$355
    million

--  Marathon Petroleum Corporation named anchor shipper and partner in the
    US$2.6 billion Sandpiper Project, and will fund 37.5% of the project

--  Quarterly dividend will increase by 11% to $0.350 per common share
    effective March 1, 2014

--  The Joint Review Panel recommended that the Government of Canada approve
    the Northern Gateway project, subject to 209 conditions

--  Enbridge Inc. continued to execute on its long-term financing plan
    during 2013, raising approximately $5 billion through a combination of
    debt and equity and also increasing its enterprise-wide general purpose
    credit facilities to approximately $17.6 billion

--  Guidance for 2014 adjusted earnings is $1.84 to $2.04 per common share

"Enbridge once again delivered strong performance in 2013 and achieved our annual adjusted earnings guidance for the year," said Al Monaco, President and Chief Executive Officer. "Adjusted earnings for 2013 were $1.4 billion or $1.78 per common share, an 11% increase over last year. This earnings per share growth was achieved despite a very large amount of financing, including significant equity prefunding to support our longer term growth plan.

"In 2013, we made excellent progress on our three key corporate priorities: focusing on the safety and operational reliability of our systems; executing on our growth capital program; and, extending and diversifying that growth well into the future.

"On our number one priority, safety and operational reliability, we advanced our operational risk management program and have undertaken the most extensive maintenance, integrity and inspection program in the history of the North American pipeline industry.

"In terms of executing our capital program, we placed approximately $5 billion of infrastructure projects into service this year. Of the 17 projects we completed, nearly all were brought in on-time and on-budget. An equally important accomplishment was the prudent low-cost funding of our capital program thereby retaining our strong financial position.

"Third, the strategic positioning of our assets and strong market fundamentals continue to generate excellent short and long-term opportunities," said Mr. Monaco. "In 2013, we secured another $6 billion of attractive growth projects and expanded our growth capital inventory to $29 billion. These commercially secured projects will be placed into service over the next four years and drive our expected annual average adjusted earnings per share growth rate of 10 to 12% through 2017."

In conjunction with the Company's growth objectives, the Company has entered into a comprehensive long-term economic hedging program to mitigate exposures to interest rate variability and foreign exchange, as well as commodity prices. The comparability of the Company's earnings period-over-period will be impacted by the unrealized mark-to-market accounting impacts related to this long-term economic hedging program. However, the Company believes that the hedging program supports the generation of reliable cash flows and dividend growth.

Enbridge also released its expectation for 2014 growth, providing an adjusted earnings guidance range of $1.84 to $2.04 per share.

"Our success in 2013 reflected a business model which has brought past success and which will be the foundation for future growth," Mr. Monaco said. "We continue to focus on our operations and disciplined execution of our growth strategy."

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, and reconciliations are described under the Forward-Looking Information and Non-GAAP Measures sections of this news release, respectively.

Operations

Enbridge's strong 2013 performance reflected the strength of its existing businesses, but also the positive impact of new projects coming into service. The most significant contribution to year-over-year earnings growth came from the Liquids Pipelines segment. Canadian Mainline performance was driven by higher throughput, supported by strong supply from the oil sands region and downstream refinery demand for Canadian crude. New Liquids Pipelines assets placed into service in recent years included the Woodland and Wood Buffalo pipelines which, along with an expanded Seaway Crude Pipeline System (Seaway Pipeline), were significant contributors to adjusted earnings growth in 2013. New growth platforms continued to be an important component of Enbridge's strategy to diversify and sustain longer-term earnings growth. In 2013, Enbridge placed into service three wind farms, commenced operations of its first power transmission project and recorded its first full year of earnings from entry into the Canadian natural gas midstream infrastructure space.

Enbridge's sponsored vehicles, Enbridge Energy Partners, L.P. (EEP) and Enbridge Income Fund (the Fund), also contributed to year-over-year adjusted earnings growth. The Fund benefitted from an expanded asset base following the execution of drop down transactions in both 2011 and 2012, as well as completion of the Bakken Expansion Project, a project undertaken jointly with EEP. In addition to expanding its North Dakota regional infrastructure, EEP was also successful in completing several other organic growth projects, including the Texas Express NGL System joint venture and the Ajax Cryogenic Processing Plant.

Energy Services earnings increased in 2013 as changing market conditions gave rise to a greater number of and more profitable margin opportunities, while adjusted earnings from Aux Sable's processing operations declined in 2013 on lower fractionation margins and lower ethane volumes as depressed market prices resulted in ethane rejection during the year. Strong growth in adjusted earnings from Enbridge's underlying businesses was offset to a degree by higher preference share dividends as the Company was active in capital markets to fund its inventory of growth projects.

The 2013 earnings discussion above excludes the impact of unusual, non-recurring or non-operating factors, the most significant of which are changes in unrealized derivative fair value gains or losses from the Company's long-term hedging program, certain out-of-period adjustments recognized in 2013, as well as the costs and related insurance recoveries from crude oil releases.

Key Developments

Enbridge continued to advance and execute its $36 billion growth capital program, of which $29 billion is secured. Since the end of the third quarter of 2013, the Company announced investments in more than $3 billion of projects to improve service to the oil sands. This includes both the Norlite Pipeline System (Norlite) and the extension of the Wood Buffalo Pipeline (Wood Buffalo Extension), which further reinforce Enbridge's leading position in the oil sands region. The projects are part of $6 billion in planned regional infrastructure projects with in-service dates stretching from now until 2017.

Enbridge also advanced previously announced projects, including the Company's three major market access initiatives: Eastern Access, Gulf Coast Access and Light Oil Market Access. "Our market access initiatives are meeting producers' needs for greater capacity and access to new markets, along with helping to satisfy refiners' needs for secure, reliable and cost-competitive supply," Mr. Monaco said.

In November, Enbridge and EEP announced through their subsidiary, North Dakota Pipeline Company LLC, that Marathon Petroleum Corporation will be the anchor shipper on the Sandpiper Project (Sandpiper) and will be a funding partner in the project. Sandpiper has an expected in-service date in the first quarter of 2016 and an estimated cost of US$2.6 billion. The project is a key component of Enbridge's light oil market access initiative to match Bakken and western Canadian light oil production with refining markets in both eastern Canada and the United States.

In January 2014, Enbridge announced the securement of the 110-megawatt (MW) Keechi Wind Project (Keechi), located in Jack County, Texas. The project, which is supported by a long-term power purchase agreement, represents an investment of approximately US$0.2 billion. Keechi is expected to go into service in 2015 and brings Enbridge's interests in renewable generating capacity up to more than 1,800 MW.

"Keechi adds to our significant investments in renewable power generation," said Mr. Monaco. "We are the number one producer of solar energy in Canada and second largest producer of wind power. With operations in both Canada and the United States, our renewable energy investments play an important role in developing new platforms for growth."

Enbridge continued in the fourth quarter to bolster funding and liquidity support for the Company's growth plan. During the quarter, Enbridge raised $250 million through a preference share issuance and increased its entity-wide general purpose credit facilities by $1.6 billion, bringing the total facilities to $17.6 billion. In November 2013, Midcoast Energy Partners, L.P. (MEP), a subsidiary of EEP, also completed an initial public offering, raising US$355 million through the issuance of common units to the public.

"MEP serves as EEP's primary vehicle for owning and growing its natural gas and NGL midstream business in the United States," said Mr. Monaco. "It is expected to provide EEP with another source of funding, help to lower its cost of capital and serve to enhance the strategic focus of our United States gas gathering and processing operations."

In December, a federal Joint Review Panel (JRP) recommended that the Canadian federal government approve the proposed Northern Gateway Project (Northern Gateway), subject to 209 conditions. The government is expected to make a final decision on the project by June 2014.

"Regulatory approval is a very important element of the project, but it's just one step in the process," said Mr. Monaco. "We will be carefully reviewing the JRP's report and the conditions, and we will continue to work to meet those conditions and those set out by the Government of British Columbia for heavy oil pipeline development while we wait for the federal government's decision. We remain committed to the goal of providing market access by building a safer and better pipeline and ensuring the environment is protected."

In January 2014, Enbridge appointed C. Gregory (Greg) Harper as President, Gas Pipelines and Processing, effective January 30, 2014. Mr. Harper brings deep operational, commercial and development experience in the natural gas industry.

During the fourth quarter Enbridge released its 2013 Corporate Social Responsibility Report, in which the Company details its social, environmental and governance performance in 2012, as well as significant developments in the first half of 2013. Enbridge also released its first Operational Reliability Report, which provides a broad overview of the Company's efforts to ensure its operations are as safe as possible for the public, the environment and Enbridge employees and contractors.

"Safety and operational reliability is Enbridge's top priority," Mr. Monaco said. "In 2013 alone, we invested significant capital to further enhance the safety of our system. We constantly strive to be an industry leader in this area and continue to see this as the necessary foundation for how we do business."

The Company's commitment to sustainability performance was acknowledged when, for the sixth year in a row, Enbridge was named by Corporate Knights as one of the Global 100 Most Sustainable Corporations.

"Being named to the Global 100 list confirms we are on the right path in building a responsible, sustainable organization and confirms the value that a balanced approach brings to everyone, including our shareholders," Mr. Monaco said.

FOURTH QUARTER 2013 OVERVIEW

For more information on Enbridge's growth projects and operating results, please see the Management's Discussion and Analysis (MD&A) which is filed on SEDAR and EDGAR and also available on the Company's website at www.enbridge.com/InvestorRelations.aspx. We further draw your attention to Note 4, Revision of Prior Period Financial Statements, to the Consolidated Financial Statements as at and for the year ended December 31, 2013, which discusses a non-cash revision to comparative financial statements. The discussion and analysis included in this news release is based on revised financial results for the three months and year ended December 31, 2012.


--  On January 29, 2014, Enbridge announced it will construct additional
    facilities at its Sunday Creek Terminal, located in the Christina Lake
    area of northern Alberta, to support production growth from the
    Christina Lake oil sands operated by Cenovus Energy Inc. and jointly
    owned with ConocoPhillips Canada Resources Corp. The expansion includes
    development of a new site adjacent to the existing terminal,
    construction of a new 350,000 barrel tank with associated piping, pumps
    and measurement equipment, as well as civil work for a future tank. The
    existing Sunday Creek Terminal was put into service in August 2011. The
    estimated cost for the expansion is approximately $0.2 billion with a
    targeted in-service date of 2015.

--  On January, 6, 2014, Enbridge announced it had entered into an agreement
    with Renewable Energy Systems Americas Inc. (RES Americas) to own and
    operate the 110-MW Keechi project, located in Jack County, Texas, at an
    investment of approximately US$0.2 billion. RES Americas is constructing
    the wind project under a fixed price, engineering, procurement and
    construction agreement. Construction on the project commenced in
    December 2013, with expected completion in 2015. Upon attaining
    commercial operation, MetLife, Inc. will provide tax equity financing
    for the project. Keechi will deliver 100% of the electricity generated
    into the Electric Reliability Council of Texas, Inc. market under a 20-
    year power purchase agreement with Microsoft Corporation.

--  On December 19, 2013, the JRP recommended that the Government of Canada
    approve Northern Gateway, subject to 209 required conditions. The JRP
    stated: "After weighing all the oral and written evidence that Canada
    and Canadians would be better off with the Enbridge Northern Gateway
    Project than without it." The Government of Canada is expected to render
    its final decision on Northern Gateway by June 2014.

--  On October 30, 2013, Enbridge announced that it was selected by Suncor
    Energy Inc., Total E&P Canada Ltd. and Teck Resources Limited (the Fort
    Hills Partners), as well as the Suncor Energy Oil Sands Limited
    Partnership (Suncor Partnership), to develop a new pipeline to transport
    crude oil production to Enbridge's mainline hub at Hardisty, Alberta.
    The proposed Wood Buffalo Extension will extend Enbridge's existing Wood
    Buffalo Pipeline and include the construction of a new 450-kilometre
    (281-mile) 30-inch pipeline from Enbridge's Cheecham Terminal to its
    Battle River Terminal at Hardisty, as well as associated terminal
    upgrades. The completed project will provide capacity of 490,000 barrels
    per day (bpd) of diluted bitumen to be transported for the proposed Fort
    Hills Partners' oil sands project (Fort Hills Project) in northeastern
    Alberta and Suncor Partnership's oil sands production in the Athabasca
    region. Subject to regulatory approvals, the project is expected to be
    completed in 2017 at an estimated cost of approximately $1.6 billion.

--  On October 30, 2013, Enbridge announced it will develop Norlite, a new
    industry diluent pipeline to meet the needs of multiple producers in the
    Athabasca oil sands region. Under the currently envisioned scope, a 20-
    inch diameter pipeline with an approximate ultimate capacity of up to
    280,000 bpd, depending on final scope and hydraulic design, will be
    anchored by throughput commitments from both the Fort Hills Partners for
    production from the proposed Fort Hills Project and from Suncor
    Partnership's proprietary oil sands production. Norlite will involve the
    construction of a new 489-kilometre (303-mile) pipeline from Enbridge's
    Stonefell Terminal to its Cheecham Terminal with an extension to Suncor
    Partnership's East Tank Farm, which is adjacent to Enbridge's existing
    Athabasca Terminal. If Enbridge is successful in securing additional
    long term commitments on the Norlite system, the scope of the project
    could be increased to a 24-inch diameter pipeline system as well as
    include a potential lateral pipeline to Enbridge's Norealis Terminal.
    Subject to regulatory and other approvals, Norlite is expected to be
    completed in 2017 at an estimated cost of approximately $1.4 billion. If
    upsized to a 24-inch diameter pipeline, it will provide capacity to
    transport up to 270,000 bpd of diluent from Edmonton into the Athabasca
    oil sands region, with the potential to be further expanded to
    approximately 400,000 bpd of capacity with the addition of pump
    stations. Norlite has the right to access certain existing capacity on
    Keyera Corp. (Keyera) pipelines between Edmonton and Stonefell and, in
    exchange, Keyera may elect to participate in the new pipeline
    infrastructure as a 30% non-operating owner.

--  In the fourth quarter, the Company completed the following financing
    transactions:
    --  On December 12, 2013, Enbridge completed an offering of 10 million
        Cumulative Redeemable Preference Shares, Series 7 for gross proceeds
        of $250 million.
    --  On November 22, 2013, Enbridge issued medium-term notes of $200
        million with a 7-year maturity and $200 million with a 30-year
        maturity, through its subsidiary Enbridge Gas Distribution Inc.
        (EGD).
    --  On November 13, 2013, MEP, an EEP subsidiary, completed an initial
        public offering of common units for proceeds of US$355 million.
    --  On October 2, 2013, Enbridge issued medium-term notes of US$800
        million with a 10-year maturity and US$350 million with a 3-year
        maturity.
    --  In the fourth quarter of 2013, Enbridge increased its enterprise-
        wide general purpose credit facilities to $17.6 billion, including
        the securement of a US$850 million facility by MEP.

CONSOLIDATED EARNINGS
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(millions of Canadian dollars,
 except per share amounts)
Earnings attributable to common
 shareholders
  Liquids Pipelines                        46       130       427       697
  Gas Distribution                         80       127       129       207
  Gas Pipelines, Processing and
   Energy Services                       (325)       32       (68)     (377)
  Sponsored Investments                    79        72       268       283
  Corporate                              (151)     (136)     (314)     (129)
----------------------------------------------------------------------------
  Earnings/(loss) attributable to
   common shareholders from
   continuing operations                 (271)      225       442       681
  Discontinued operations - Gas
   Pipelines, Processing and Energy
   Services                                 4       (79)        4       (79)
----------------------------------------------------------------------------
                                         (267)      146       446       602
----------------------------------------------------------------------------
  Earnings/(loss) per common share      (0.33)     0.19      0.55      0.78
  Diluted earnings/(loss) per common
   share                                (0.32)     0.18      0.55      0.77
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Earnings attributable to common shareholders were $446 million, or $0.55 per common share, for the year ended December 31, 2013 compared with $602 million, or $0.78 per common share, for the year ended December 31, 2012. The Company has delivered significant earnings growth from operations over the course of the last year, as discussed below in Adjusted Earnings; however, the positive impact of this growth and the comparability of the Company's earnings 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 or 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.

Also impacting the comparability of earnings were certain out-of-period adjustments recognized in 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. Regional Oil Sands System also had 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 Gas Distribution, the Company recognized an out-of-year adjustment of $56 million after-tax reflecting an increase to gas transportation costs which had incorrectly been deferred.

Other significant items impacting the comparability of earnings year-over-year were costs and related insurance recoveries associated with the Line 6B crude oil releases. Earnings for the years ended December 31, 2013 and 2012 included EEP's cost estimates of US$302 million ($44 million after-tax attributable to Enbridge) and US$55 million ($8 million after-tax attributable to Enbridge), respectively. The aforementioned costs are before insurance recoveries and excluding fines and penalties other than US$30 million ($6 million after-tax attributable to Enbridge) of fines and penalties for the Line 6B crude oil release. Insurance recoveries recorded by EEP for the years ended December 31, 2013 and 2012 were US$42 million ($6 million after-tax attributable to Enbridge) and US$170 million ($24 million after-tax attributable to Enbridge), respectively, related to the Line 6B crude oil release. Within Liquids Pipelines, 2013 earnings reflected remediation and long-term stabilization costs of approximately $56 million after-tax and before insurance recoveries related to the Line 37 crude oil release that occurred in June 2013.

Fourth quarter earnings drivers were largely consistent with year-to-date trends and continued to include changes in unrealized fair value derivative and foreign exchange gains and losses. Aside from operating factors discussed in Adjusted Earnings, factors unique to the fourth quarter of 2013 included a further recognition of US$65 million ($9 million after-tax attributable to Enbridge) of costs in relation to the Line 6B crude oil release and an additional $3 million accrual related to Line 37 remediation activities.

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. 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 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.


ADJUSTED EARNINGS
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars, except per share amounts)
Liquids Pipelines                         205       177       770       655
Gas Distribution                           67        63       176       176
Gas Pipelines, Processing and Energy
 Services                                  17        42       203       176
Sponsored Investments                      89        68       313       264
Corporate                                 (16)      (23)      (28)      (30)
----------------------------------------------------------------------------
Adjusted earnings(1)                      362       327     1,434     1,241
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted earnings per common
 share(1)                                0.44      0.42      1.78      1.61
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Adjusted earnings and adjusted earnings per common share are non-GAAP
     measures that do not have any standardized meaning prescribed by
     generally accepted accounting principles. For more information on non-
     GAAP measures see above.

Adjusted earnings for the year ended December 31, 2013 were $1,434 million, or $1.78 per common share, compared with $1,241 million, or $1.61 per common share, for the year ended December 31, 2012, an increase of 11% in adjusted earnings per common share. The increase in adjusted earnings was predominantly attributable to strong operating performance from the Company's Liquids Pipelines assets and contributions from new assets placed into service. Strong supply from western Canada and the ongoing effect of crude oil price differentials, whereby demand for discounted crude by United States midwest refiners remained high, drove increased throughput on Canadian Mainline in 2013. New Liquids Pipelines assets placed into service in recent years included the Woodland and Wood Buffalo pipelines which, together with expanded capacity on Seaway Pipeline, contributed to adjusted earnings growth in 2013. Renewable energy investments continued to be an important component of Enbridge's strategy to diversify and sustain longer-term earnings growth. In the past two years Enbridge placed into service three wind farms and a solar farm, and commenced operations of its first power transmission project in mid-2013. Adjusted earnings for the year ended December 31, 2013 also reflected contributions from the Company's entry into the Canadian natural gas midstream infrastructure space.

Enbridge's sponsored vehicles, EEP and the Fund, also contributed to the year-over-year adjusted earnings growth. The Fund benefitted from an expanded asset base following the acquisition of assets from Enbridge (drop down transaction) in 2012, as well as completion of the Bakken Expansion Project, a project undertaken jointly with EEP. In addition to expanding its North Dakota regional infrastructure, EEP was also successful in completing several other organic growth projects, including the Texas Express NGL System joint venture and terminal storage expansions. EEP's Lakehead System benefitted from strong volumes in 2013, similar to Canadian Mainline, while its natural gas and NGL businesses continued to experience lower volumes and prices due to declining drilling activity in dry gas basins of the United States as a result of a sustained low natural gas commodity price environment.

Other factors which contributed to changes in adjusted earnings year-over-year included market factors impacting the Company's Energy Services businesses and its Aux Sable fractionation plant, as well as the Company's continued activity in the capital markets through the issuing of preference shares to fund future growth projects. Energy Services earnings increased in 2013 as changing market conditions gave rise to a greater number of and more profitable margin opportunities. Reflecting the opposite trend, Aux Sable adjusted earnings declined in 2013 on lower fractionation margins and lower ethane processing volumes due to ethane rejections.

Adjusted earnings were $362 million, or $0.44 per common share, for the three months ended December 31, 2013 compared with $327 million, or $0.42 per common share, for the three months ended December 31, 2012. The primary drivers of quarter-over-quarter adjusted earnings growth were volume increases on Canadian Mainline, contributions from new assets placed into service in Regional Oil Sands System and higher contributions from EEP's liquids business due to a combination of higher volumes and tolls. Although no full year effect, the fourth quarter of 2013 also included a favourable adjustment in Regional Oil Sands System related to a reduction in third party revenue sharing with the founding shipper on the Athabasca pipeline. Partially offsetting earnings growth in the fourth quarter of 2013 was a loss incurred by Energy Services due to changing market conditions, which gave rise to losses on certain physical positions, in addition to losses on financial contracts intended to hedge the value of committed physical transportation capacity but which were ineffective in doing so in the last three months of the year.


LIQUIDS PIPELINES
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Canadian Mainline                         119       117       460       432
Regional Oil Sands System                  55        29       170       110
Southern Lights Pipeline                   13        12        49        42
Seaway Pipeline                            10        11        48        24
Spearhead Pipeline                          6         7        31        37
Feeder Pipelines and Other                  2         1        12        10
----------------------------------------------------------------------------
Adjusted earnings                         205       177       770       655
----------------------------------------------------------------------------
Canadian Mainline - changes in
 unrealized derivative fair value
 gains/(loss)                            (143)      (41)     (268)       42
Canadian Mainline - Line 9 tolling
 adjustment                                 -         -         -         6
Regional Oil Sands System - leak
 remediation and long-term pipeline
 stabilization costs                       (3)        -       (56)        -
Regional Oil Sands System - make-up-
 rights adjustment                        (13)        -       (13)        -
Regional Oil Sands System - make-up-
 rights out-of-period adjustment            -         -       (37)        -
Regional Oil Sands System - long-
 term contractual recovery out-of-
 period adjustment, net                     -         -        31         -
Regional Oil Sands System - prior
 period adjustment                          -        (6)        -        (6)
----------------------------------------------------------------------------
Earnings attributable to common
 shareholders                              46       130       427       697
----------------------------------------------------------------------------
----------------------------------------------------------------------------

--  Canadian Mainline adjusted earnings reflected higher throughput from
    steady production from the oil sands in Alberta priced at levels which
    displaced other non-Canadian production from the midwest market and
    drove increased long-haul barrels on Canadian Mainline. Further volume
    growth on Canadian Mainline was limited towards the latter half of 2013
    due to longer than expected refinery shutdowns and the delay in the
    start-up of a refinery conversion to heavy oil. The tempered growth in
    demand from refineries is expected to persist during the first quarter
    of 2014.
--  Partially offsetting increased throughput in 2013 was a lower Canadian
    Mainline International Joint Tariff (IJT) Residual Benchmark Toll
    effective April 1, 2013 compared with the corresponding 2012 period.
    Changes in the Canadian Mainline IJT Residual Benchmark Toll are
    inversely correlated to the Lakehead System Local Toll which was higher
    due to increased costs in relation to EEP's growth projects which will
    be recovered through the Lakehead System's rate structure. Also
    negatively impacting 2013 adjusted earnings was an increase in power
    costs due to higher throughput, as well as higher depreciation and
    interest expense. Finally, income tax expense, which reflected current
    income taxes only, was lower due to higher available tax deductions from
    a larger asset base, including software.
--  The 2013 full year and fourth quarter Regional Oil Sands System adjusted
    earnings reflected higher contracted volumes on the Athabasca pipeline,
    higher capital expansion fees on the Waupisoo pipeline and earnings from
    new assets placed into service in late 2012, including the Woodland and
    Wood Buffalo pipelines. Partially offsetting these earnings increases
    were higher operating and administrative costs, higher depreciation
    expense due to the commissioning of new assets and the absence of
    Hardisty Caverns earnings following the sale to the Fund in the fourth
    quarter of 2012. Although no full year effect, the fourth quarter of
    2013 also included a favourable adjustment in Regional Oil Sands System
    related to a reduction in third party revenue sharing with the founding
    shipper on the Athabasca pipeline.
--  Southern Lights earnings increased for both the full year and fourth
    quarter of 2013 primarily due to higher recovery of negotiated
    depreciation rates in 2013 transportation tolls.
--  The increase in Seaway Pipeline earnings reflected a full year of
    operations and incremental available capacity in 2013. Seaway Pipeline
    was completed in May 2012 providing initial capacity of 150,000 bpd. In
    January 2013, the completion of further pump station additions and
    modifications increased the capacity available to shippers to up to
    400,000 bpd, depending on crude slate. Actual throughput experienced in
    2013 was curtailed due to constraints on third party takeaway facilities
    and during the latter part of the year due to loss of spot volume
    shipments as a result of a lower spread between crude oil prices at
    Cushing, Oklahoma and the Gulf Coast. These takeaway constraints are
    anticipated to be relieved in the first quarter of 2014. Partially
    offsetting the earnings increase was higher financing costs and
    depreciation expense from an increased asset base. The fourth quarter
    results for Seaway Pipeline were comparable to the corresponding 2012
    period as increased volume throughput was offset by higher depreciation
    expense and higher financing costs.
--  Spearhead Pipeline adjusted earnings for both the full year and fourth
    quarter of 2013 reflected higher contributions from increased throughput
    due to higher demand at Cushing, Oklahoma for further transportation on
    Seaway Pipeline to the Gulf Coast refining market. However, the adjusted
    earnings increase was more than offset by higher operating expenses,
    predominantly higher pipeline integrity expenditures. Operating margins
    were also compressed in 2013 due to an increase in power costs that
    resulted from transporting a mix of heavier crude.
--  The increase in Feeder Pipelines and Other earnings for 2013 compared
    with 2012 reflected higher volumes and tolls on Olympic Pipe Line
    Company.

Liquids Pipelines earnings were impacted by the following adjusting items:


--  Canadian Mainline earnings for each period reflected changes in
    unrealized fair value gains and losses on derivative financial
    instruments used to manage risk exposures inherent within the
    Competitive Toll Settlement, namely foreign exchange, power cost
    variability and allowance oil commodity prices.
--  Canadian Mainline earnings for 2012 included a Line 9 tolling adjustment
    related to services provided in prior periods.
--  Regional Oil Sands System earnings for 2013 included a charge related to
    the Line 37 crude oil release which occurred in June 2013.
--  Regional Oil Sands System earnings for 2013 included an adjustment to
    recognize revenue for certain long-term take-or-pay contracts ratably
    over the contract life. Make-up rights are earned when minimum volume
    commitments are not utilized during the period but under certain
    circumstances can be used to offset overages in future periods, subject
    to expiry periods. Generally, under such take-or-pay contracts, payments
    are received ratably over the life of the contract as capacity is
    provided, regardless of volumes shipped, and are non-refundable. Should
    make-up rights be utilized in future periods, costs associated with such
    transportation service are typically passed through to shippers, such
    that little or no cost is borne by Enbridge. As such, adjusted earnings
    reflect contributions from these contracts ratably over the life of the
    contract, consistent with contractual cash payments under the contract.
--  Regional Oil Sands System earnings for 2013 included an out-of-period,
    non-cash adjustment to defer revenues associated with make-up rights
    earned under certain long-term take-or-pay contracts.
--  Regional Oil Sands System earnings for 2013 included an out-of-period,
    non-cash adjustment to correct deferred income tax expense and to
    correct the rate at which deemed taxes are recovered under a long-term
    contract.
--  Regional Oil Sands System earnings for 2012 included a revenue
    recognition adjustment related to prior periods.

GAS DISTRIBUTION
                                      Three months ended         Year ended
                                            December 31,       December 31,
                                          2013      2012     2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Enbridge Gas Distribution Inc. (EGD)        59        56      156       149
Other Gas Distribution and Storage           8         7       20        27
----------------------------------------------------------------------------
Adjusted earnings                           67        63      176       176
----------------------------------------------------------------------------
  EGD - gas transportation costs
   out-of-period adjustment                  -         -      (56)        -
  EGD - (warmer)/colder than normal
   weather                                  13         1        9       (23)
  EGD - tax rate changes                     -         -        -        (9)
  EGD - recognition of regulatory
   asset                                     -        63        -        63
----------------------------------------------------------------------------
Earnings attributable to common
 shareholders                               80       127      129       207
----------------------------------------------------------------------------
----------------------------------------------------------------------------

--  EGD's operating results for 2013 are pursuant to a one year cost of
    service settlement (the 2013 Settlement), following completion of a five
    year Incentive Regulation (IR) term at the end of 2012. Adjusted
    earnings increased for the full year and fourth quarter of 2013 and
    reflected customer growth, the absence of the earnings sharing under the
    2013 Settlement and higher shared savings mechanism revenue, which
    results from exceeding targets on delivery of energy efficiency
    programs. Also favourably impacting adjusted earnings was the recovery
    of pension costs allowed to be passed on to customers under the 2013
    Settlement, whereas previously these costs were partially disallowed
    under the 2012 IR mechanism. Partially offsetting the adjusted earnings
    increase was lower revenues from non-regulated operations.
--  Other Gas Distribution and Storage reflected lower rates from a revised
    rate setting methodology that became effective October 1, 2012 in
    Enbridge Gas New Brunswick Inc. (EGNB). The earnings decrease was
    partially offset by new rates that became effective on August 1, 2013
    which allowed EGNB to fully recover its revenue requirement and drove
    higher earnings in the second half of 2013.

Gas Distribution earnings were impacted by the following adjusting items:


--  EGD earnings for 2013 reflected an out-of-period correction to gas
    transportation costs which had previously been deferred.
--  EGD earnings for all periods were adjusted to reflect the impact of
    weather.
--  EGD earnings for 2012 reflected the impact of unfavourable tax rate
    changes on deferred income tax liabilities.
--  EGD earnings for 2012 included the recognition of a regulatory asset
    related to recovery of other postretirement benefit costs pursuant to an
    Ontario Energy Board rate order.

GAS PIPELINES, PROCESSING AND ENERGY SERVICES

                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Aux Sable                                  17        21        49        68
Energy Services                           (19)        9        75        40
Alliance Pipeline US                       12         9        43        39
Vector Pipeline                             4         6        22        22
Enbridge Offshore Pipelines
 (Offshore)                                 2        (3)       (2)       (3)
Other                                       1         -        16        10
----------------------------------------------------------------------------
Adjusted earnings                          17        42       203       176
----------------------------------------------------------------------------
  Aux Sable - changes in unrealized
   derivative fair value
   gains/(loss)                             -        (5)        -        10
  Energy Services - changes in
   unrealized derivative fair value
   gains/(loss)                          (337)       21      (206)     (537)
  Offshore - asset impairment loss          -      (105)        -      (105)
  Other - changes in unrealized
   derivative fair value loss              (1)        -       (61)        -
----------------------------------------------------------------------------
Loss attributable to common
 shareholders                            (321)      (47)      (64)     (456)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

--  Aux Sable adjusted earnings decreased in both the full year and the
    fourth quarter of 2013 primarily due to lower fractionation margins and
    lower ethane processing volumes due to ethane rejections. Lower
    fractionation margins resulted in a decrease in contributions from the
    upside sharing mechanism in Aux Sable's production sales agreement
    compared with the prior year.
--  Adjusted earnings from Energy Services are dependent on market
    conditions, including but not limited to, quality, time and location
    differentials, and results achieved in one period may not be indicative
    of results to be achieved in future periods. Dependency on market
    conditions was evident in the trend in quarterly earnings compared with
    the prior year whereby wide location and crude grade differentials gave
    rise a greater number of and more profitable margin opportunities during
    the first half of 2013. These physical marketing opportunities began to
    diminish in the third quarter and culminated in a fourth quarter
    adjusted loss for Energy Services. Market conditions contributing to the
    fourth quarter adjusted loss included physical constraints which limited
    physical movement of barrels, such as pipeline apportionment and
    refinery outages, narrowing location spreads among markets physically
    accessed by Tidal Energy's committed transportation capacity and
    narrowing grade differentials which limit tank management opportunities.
    Although profitability declined in most of Energy Services' lines of
    business, the fourth quarter loss primarily related to losses realized
    on financial contracts intended to hedge the value of committed physical
    transportation capacity, but which were not effective in doing so in the
    last three months of the year.
--  Alliance Pipeline US earnings reflected higher depreciation expense
    recovered through tolls and earnings related to the Tioga Lateral
    Pipeline which was placed into service in 2013.
--  Positive factors impacting the change in Offshore earnings included the
    Venice Condensate Stabilizer Expansion placed into service in November
    2013, cost savings achieved from the Company's election not to renew
    windstorm insurance coverage and lower depreciation expense. Offsetting
    these positive factors were persistent weak volumes on the majority of
    Offshore's pipelines due to decreased production in the Gulf of Mexico.
    The challenging market conditions which impacted Offshore in 2013 are
    expected to persist and be a drag on Offshore earnings until such time
    as the Walker Ridge Gas Gathering System and Big Foot Oil Pipeline are
    placed into service, which is expected to occur in the third quarter of
    2014 and the second quarter of 2015, respectively.
--  Other adjusted earnings increased in 2013 primarily from the
    commissioning of Lac Alfred Wind Project and contributions from fees
    earned on the Company's investment in Cabin Gas Plant, for which
    earnings recognition commenced in December 2012. Partially offsetting
    the increase in adjusted earnings was the transfer of certain renewable
    energy assets to the Fund in December 2012, as well as lower
    contributions from the Cedar Point Wind Energy Project (Cedar Point) due
    to lower wind resources. Fourth quarter 2013 trends were similar to the
    full year trends; however, Cedar Point fourth quarter results were
    comparable with the corresponding 2012 period.

Gas Pipelines, Processing and Energy Services earnings were impacted by the following adjusting items:


--  Aux Sable earnings for 2012 reflected changes in the fair value of
    unrealized derivative financial instruments related to the Company's
    forward gas processing risk management position.
--  Energy Services earnings/(loss) for each period reflected changes in
    unrealized fair value gains and losses related to the revaluation of
    financial derivatives used to manage the profitability of transportation
    and storage transactions and the revaluation of inventory. A gain or
    loss on such a financial derivative corresponds to a similar but
    opposite loss or gain on the value of the underlying physical
    transaction which is expected to be realized in the future when the
    physical transaction settles. Unlike the change in the value of the
    financial derivative, the gain or loss on the value of the underlying
    physical transaction is not recorded for financial statement purposes
    until the periods in which it is realized.
--  Adjusted earnings for 2013 excluded a one-time realized loss of $58
    million incurred to close out derivative contracts used to hedge
    forecasted Energy Services transactions which are no longer probable to
    occur.
--  Offshore loss for 2012 was impacted by an asset impairment loss related
    to certain of its assets, predominantly located within the Stingray and
    Garden Banks corridors.
--  Other earnings/(loss) for 2013 reflected changes in unrealized fair
    value loss on the change in the value of long-term power price
    derivative contracts acquired to hedge expected revenues and cash flows
    from Blackspring Ridge Wind Project.

SPONSORED INVESTMENTS
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Enbridge Energy Partners, L.P. (EEP)       46        32       165       141
Enbridge Energy, Limited Partnership
 (EELP)                                    14         6        38        38
Enbridge Income Fund (the Fund)            29        30       110        85
----------------------------------------------------------------------------
Adjusted earnings                          89        68       313       264
----------------------------------------------------------------------------
  EEP - leak insurance recoveries           -         -         6        24
  EEP - leak remediation costs             (9)        -       (44)       (9)
  EEP - changes in unrealized
   derivative fair value loss              (3)       (3)       (6)       (2)
  EEP - tax rate differences/changes        -         -        (3)        -
  EEP - gain on sale of non-core
   assets                                   2         -         2         -
  EEP - NGL trucking and marketing
   investigation costs                      -         -         -        (1)
  EEP - prior period adjustment             -         7         -         7
----------------------------------------------------------------------------
Earnings attributable to common
 shareholders                              79        72       268       283
----------------------------------------------------------------------------
----------------------------------------------------------------------------

--  EEP adjusted earnings increased for the full year and the fourth quarter
    of 2013 due to distributions received from Enbridge's May 2013
    investment in preferred units of EEP and higher incentive distributions.
    Also contributing to higher adjusted earnings were contributions from
    EEP's liquids business due to higher tolls on EEP's major liquids
    pipeline assets and the positive impact of new assets placed into
    service. Partially offsetting the increase in adjusted earnings were
    lower volumes on the North Dakota system due to wide crude oil price
    differentials that made transportation by rail competitive, although
    tightening crude oil price differentials in the second half of 2013
    resulted in some volumes returning to the North Dakota system. Rail
    competition is expected to persist as rail provides transportation
    service to certain markets not currently accessible by pipelines. EEP's
    adjusted earnings also reflected costs related to the completion of
    hydrostatic testing on Line 14 of its Lakehead System, as well as higher
    depreciation expense associated with new assets placed into service.
    Partially offsetting the adjusted earnings increase were lower prices
    and volumes in EEP's natural gas and NGL businesses and higher operating
    and administrative expense, primarily from an increased workforce.
--  EELP earnings reflect its interest in Alberta Clipper, as well as
    interests in both the Eastern Access and Lakehead System Mainline
    expansion projects. Full year earnings from EELP were comparable between
    years due to offsetting factors. Alberta Clipper earnings decreased and
    reflected lower tolls, which took effect April 1, 2013. Variations in
    Alberta Clipper earnings from the regulated allowed return on rate base
    are recovered from or refunded to shippers in the following year. The
    decrease in Alberta Clipper earnings were offset by the positive impact
    of incremental revenue from several small components of the Eastern
    Access project which were placed into service in 2013 including the Line
    5 expansion. Fourth quarter earnings reflected the impact of incremental
    revenue from additional components of the Eastern Access project being
    placed into service.
--  Higher earnings from the Fund were attributable to crude oil storage and
    renewable energy assets acquired from Enbridge and its wholly-owned
    subsidiaries in December 2012, higher preferred unit distributions
    received from the Fund and earnings from the Bakken Expansion Program,
    which commenced operations in March 2013. Partially offsetting these
    sources of earnings growth were higher interest expense and a one-time
    charge related to the write-off of a regulatory deferral balance for
    which recoverability is no longer probable. The fourth quarter of 2013
    also reflected higher income taxes, offsetting full year positive trends
    noted above.

Sponsored Investments earnings were impacted by the following adjusting items:


--  EEP earnings for 2013 and 2012 included insurance recoveries associated
    with the Line 6B crude oil release.
--  EEP earnings for 2013 and 2012 included charges related to estimated
    costs, before insurance recoveries, associated with the Line 6B crude
    oil release.
--  EEP earnings for each period included changes in unrealized fair value
    gains and losses on derivative financial instruments.
--  EEP earnings for 2013 included an out-of-period, non-cash deferred
    income tax adjustment related to a tax law change.
--  EEP earnings for 2013 included a gain on sale from non-core assets.
--  EEP earnings for 2012 reflected charges for legal and accounting costs
    associated with an investigation at a NGL trucking and marketing
    subsidiary, which was concluded in the first quarter of 2012.
--  EEP earnings for 2012 reflected a non-recurring out-of-period
    adjustment.

CORPORATE
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Noverco Inc. (Noverco)                     20         8        54        27
Other Corporate                           (36)      (31)      (82)      (57)
----------------------------------------------------------------------------
Adjusted loss                             (16)      (23)      (28)      (30)
----------------------------------------------------------------------------
  Noverco - changes in unrealized
   derivative fair value
   gains/(loss)                             -         1         4       (10)
  Noverco - equity earnings
   adjustment                               -         -         -       (12)
  Other Corporate - changes in
   unrealized derivative fair value
   loss                                  (129)      (54)     (306)      (22)
  Other Corporate - impact of tax
   rate changes                             -        (4)       18       (11)
  Other Corporate - foreign tax
   recovery                                 -         -         4        29
  Other Corporate - asset impairment
   loss                                    (6)        -        (6)        -
  Other Corporate - unrealized
   foreign exchange loss on
   translation of intercompany
   balances, net                            -         -         -       (17)
  Other Corporate - tax on
   intercompany gain on sale                -       (56)        -       (56)
----------------------------------------------------------------------------
Loss attributable to common
 shareholders                            (151)     (136)     (314)     (129)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

--  Noverco adjusted earnings increased for the full year and fourth quarter
    of 2013 and included returns on the Company's preferred share investment
    as well as its equity earnings from Noverco's underlying gas and power
    distribution investments. The increase in adjusted earnings was
    primarily attributable to higher volumes within Gaz Metro Limited
    Partnership's (Gaz Metro) Quebec-based gas distribution franchise area,
    contributions from a full year of operations of power distribution
    assets acquired in mid-2012 and a small one-time gain on sale of assets
    of approximately $3 million. Adjusted earnings also increased slightly
    due to higher preferred share investment earnings. Partially offsetting
    the adjusted earnings increase was a lower return on equity allowed by
    the regulator for Gaz Metro.
--  Noverco's investment in power distribution operations is subject to
    seasonality, similar to gas distribution operations, with the majority
    of its annual earnings achieved during the colder months of the first
    quarter. This seasonal pattern heightens the effect of the earnings
    increase attributable to the power distribution acquisition since the
    2013 results included the first quarter, whereas 2012 did not given that
    the acquisition took place mid-year.
--  Other Corporate adjusted loss was higher for both the full year and
    fourth quarter of 2013 due to dividends paid on incremental preference
    shares issued to fund the Company's slate of growth projects. The loss
    was partially offset by lower net Corporate segment finance costs and
    lower operating and administrative costs.

Corporate loss was impacted by the following adjusting items:


--  Noverco earnings for 2013 and 2012 included changes in the unrealized
    fair value gains or losses on derivative financial instruments.
--  Noverco earnings for 2012 included an unfavourable equity earnings
    adjustment related to prior periods.
--  Other Corporate loss for each period included changes in the unrealized
    fair value loss on derivative financial instruments related to forward
    foreign exchange risk management positions.
--  Other Corporate loss for 2013 and 2012 reflected the anticipated future
    impact of tax rate changes.
--  Other Corporate loss for 2013 and 2012 were reduced by recovery of taxes
    related to a historical foreign investment.
--  Other Corporate loss for 2013 included charges related to asset
    impairment losses.
--  Other Corporate loss for 2012 included net unrealized foreign exchange
    loss on the translation of foreign-denominated intercompany balances.
--  Other Corporate loss for 2012 was impacted by tax on an intercompany
    gain on sale.

NON-GAAP RECONCILIATIONS


                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Earnings/(loss) attributable to
 common shareholders                     (267)      146       446       602
Adjusting items:
Liquids Pipelines
  Canadian Mainline - changes in
   unrealized derivative fair value
   (gains)/loss(1)                        143        41       268       (42)
  Canadian Mainline - Line 9 tolling
   adjustment                               -         -         -        (6)
  Regional Oil Sands System - leak
   remediation and long-term
   pipeline stabilization costs             3         -        56         -
  Regional Oil Sands System - make-
   up-rights adjustment                    13         -        13         -
  Regional Oil Sands System - make-
   up-rights out-of-period
   adjustment                               -         -        37         -
  Regional Oil Sands System - long-
   term contractual recovery out-of-
   period adjustment, net                   -         -       (31)        -
  Regional Oil Sands System - prior
   period adjustment                        -         6         -         6
Gas Distribution
  EGD - gas transportation costs
   out-of-period adjustment                 -         -        56         -
  EGD - warmer/(colder) than normal
   weather                                (13)       (1)       (9)       23
  EGD - tax rate changes                    -         -         -         9
  EGD - recognition of regulatory
   asset                                    -       (63)        -       (63)
Gas Pipelines, Processing and Energy
 Services
  Aux Sable - changes in unrealized
   derivative fair value
   (gains)/loss(1)                          -         5         -       (10)
  Energy Services - changes in
   unrealized derivative fair value
   (gains)/loss(1)                        337       (21)      206       537
  Offshore - asset impairment loss          -       105         -       105
  Other - changes in unrealized
   derivative fair value gains(1)           1         -        61         -
Sponsored Investments
  EEP - leak insurance recoveries           -         -        (6)      (24)
  EEP - leak remediation costs              9         -        44         9
  EEP - changes in unrealized
   derivative fair value loss(1)            3         3         6         2
  EEP - tax rate differences/changes        -         -         3         -
  EEP - gain on sale of non-core
   assets                                  (2)        -        (2)        -
  EEP - NGL trucking and marketing
   investigation costs                      -         -         -         1
  EEP - prior period adjustment             -        (7)        -        (7)
Corporate
  Noverco - changes in unrealized
   derivative fair value
   (gains)/loss(1)                          -        (1)       (4)       10
  Noverco - equity earnings
   adjustment                               -         -         -        12
  Other Corporate - changes in
   unrealized derivative fair value
   loss(1)                                129        54       306        22
  Other Corporate - impact of tax
   rate changes                             -         4       (18)       11
  Other Corporate - foreign tax
   recovery                                 -         -        (4)      (29)
  Other Corporate - asset impairment
   loss                                     6         -         6         -
  Other Corporate - unrealized
   foreign exchange loss on
   translation of intercompany
   balances, net                            -         -         -        17
  Other Corporate - tax on
   intercompany gain on sale                -        56         -        56
----------------------------------------------------------------------------
Adjusted earnings                         362       327     1,434     1,241
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Changes in unrealized derivative fair value gains or loss are presented
     net of amounts realized on the settlement of derivative contracts
     during the applicable period.

CONFERENCE CALL

Enbridge will hold a conference call on Friday, February 14, 2014 at 9 a.m. Eastern Time (7 a.m. Mountain Time) to discuss the 2013 annual results. Analysts, members of the media and other interested parties can access the call toll-free at 1-888-895-5271 from within North America and outside North America at 1-847-619-6547 using the access code 36464288#. The call will be audio webcast live at www.media-server.com/m/p/dr8k5n2v. 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 at toll-free 1-888-843-7419 within North America and outside North America at 1-630-652-3042 (access code 36464288#) until February 21, 2014.

The conference call will begin with a presentation by the Company's Chief Executive Officer and Chief Financial Officer followed by a question and answer period for investment analysts. A question and answer period for members of the media will 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 2013. 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's and its subsidiaries' future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this document include, but are not limited to, statements with respect to: expected earnings/(loss) or adjusted earnings/(loss); expected earnings/(loss) or adjusted earnings/(loss) per share; expected future cash flows; expected costs related to projects under construction; expected in-service dates for projects under construction; expected capital expenditures; estimated future dividends; and expected costs related to leak remediation and potential insurance recoveries.

Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about: the expected supply and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; expected exchange rates; inflation; interest rates; the availability and price of labour and pipeline construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for the Company's projects; anticipated in-service dates; and weather. Assumptions regarding the expected supply and demand of crude oil, natural gas, NGL and 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 date and expected capital expenditures include: the availability and price of labour and construction materials; the effects of inflation and foreign exchange rates on labour and material costs; the effects of interest rates on borrowing costs; and the impact of weather and customer and regulatory approvals on construction schedules.

Enbridge's forward-looking statements are subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, weather, economic and competitive conditions, 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 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.


HIGHLIGHTS
                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars, except per share amounts)
Earnings attributable to common
 shareholders
  Liquids Pipelines                        46       130       427       697
  Gas Distribution                         80       127       129       207
  Gas Pipelines, Processing and
   Energy Services                       (325)       32       (68)     (377)
  Sponsored Investments                    79        72       268       283
  Corporate                              (151)     (136)     (314)     (129)
----------------------------------------------------------------------------
  Earnings/(loss) attributable to
   common shareholders from
   continuing operations                 (271)      225       442       681
  Discontinued operations - Gas
   Pipelines, Processing and Energy
   Services                                 4       (79)        4       (79)
----------------------------------------------------------------------------
                                         (267)      146       446       602
----------------------------------------------------------------------------
  Earnings/(loss) per common share      (0.33)     0.19      0.55      0.78
  Diluted earnings/(loss) per common
   share                                (0.32)     0.18      0.55      0.77
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted earnings(1)
  Liquids Pipelines                       205       177       770       655
  Gas Distribution                         67        63       176       176
  Gas Pipelines, Processing and
   Energy Services                         17        42       203       176
  Sponsored Investments                    89        68       313       264
  Corporate                               (16)      (23)      (28)      (30)
----------------------------------------------------------------------------
                                          362       327     1,434     1,241
  Adjusted earnings per common
   share(1)                              0.44      0.42      1.78      1.61
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cash flow data
  Cash provided by operating
   activities                             781       502     3,341     2,874
  Cash used in investing activities    (3,277)   (2,182)   (9,431)   (6,204)
  Cash provided by financing
   activities                           2,744     1,725     5,070     4,395
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Dividends
  Common share dividends declared         261       227     1,035       895
  Dividends paid per common share      0.3150    0.2825      1.26      1.13
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shares outstanding (millions)
Weighted average common shares
 outstanding                              817       783       806       772
Diluted weighted average common
 shares outstanding                       826       795       817       785
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Operating data
Liquids Pipelines - Average
 deliveries (thousands of barrels
 per day)
  Canadian Mainline(2)                  1,827     1,622     1,737     1,646
  Regional Oil Sands System(3)            666       477       533       414
  Spearhead Pipeline                      168       133       172       151
Gas Distribution - Enbridge Gas
 Distribution Inc. (EGD)
  Volumes (billions of cubic feet)        135       123       434       395
  Number of active customers
   (thousands)(4)                       2,065     2,032     2,065     2,032
  Heating degree days(5)
    Actual                              1,368     1,205     3,746     3,194
    Forecast based on normal weather    1,248     1,204     3,668     3,532
Gas Pipelines, Processing and Energy
 Services
  Average throughput volume
   (millions of cubic feet per day)
    Alliance Pipeline US                1,552     1,561     1,565     1,553
    Vector Pipeline                     1,446     1,575     1,494     1,534
    Enbridge Offshore Pipelines         1,388     1,547     1,412     1,540
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Adjusted earnings represent earnings attributable to common
     shareholders adjusted for non-recurring or non-operating factors.
     Adjusted earnings and adjusted earnings per common share are non-GAAP
     measures that do not have any standardized meaning prescribed by GAAP.
(2)  Canadian Mainline includes deliveries ex-Gretna, Manitoba, which is
     made up of United States and eastern Canada deliveries originating from
     western Canada.
(3)  Volumes are for the Athabasca mainline and Waupisoo Pipeline and
     exclude laterals on the Regional Oil Sands System.
(4)  Number of active customers is the number of natural gas consuming EGD
     customers at the end of the period.
(5)  Heating degree days is a measure of coldness that is indicative of
     volumetric requirements for natural gas utilized for heating purposes
     in EGD's franchise area. It is calculated by accumulating, for the
     fiscal period, the total number of degrees each day by which the daily
     mean temperature falls below 18 degrees Celsius. The figures given are
     those accumulated in the Greater Toronto Area.

CONSOLIDATED STATEMENTS OF EARNINGS


                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars, except per share amounts)
Revenues
  Commodity sales                       6,939     4,978    26,039    18,494
  Gas distribution sales                  710       585     2,265     1,910
  Transportation and other services       644     1,444     4,614     4,256
----------------------------------------------------------------------------
                                        8,293     7,007    32,918    24,660
----------------------------------------------------------------------------
Expenses
  Commodity costs                       6,773     4,997    25,222    17,959
  Gas distribution costs                  490       441     1,585     1,220
  Operating and administrative            788       702     3,014     2,739
  Depreciation and amortization           362       325     1,370     1,236
  Environmental costs, net of
   recoveries                              82        18       362       (88)
----------------------------------------------------------------------------
                                        8,495     6,483    31,553    23,066
----------------------------------------------------------------------------
                                         (202)      524     1,365     1,594
Income from equity investments             86        66       330       195
Other income/(expense)                    (82)       36      (135)      238
Interest expense                         (265)     (211)     (947)     (841)
----------------------------------------------------------------------------
                                         (463)      415       613     1,186
Income taxes recovery/(expense)           216      (158)     (123)     (171)
----------------------------------------------------------------------------
Earnings/(loss) from continuing
 operations                              (247)      257       490     1,015
Discontinued operations
  Earnings/(loss) from discontinued
   operations before income taxes           6      (123)        6      (123)
  Income taxes (expense)/recovery
   from discontinued operations            (2)       44        (2)       44
----------------------------------------------------------------------------
Earnings/(loss) from discontinued
 operations                                 4       (79)        4       (79)
----------------------------------------------------------------------------
Earnings/(loss)                          (243)      178       494       936
(Earnings)/loss attributable to
 noncontrolling interests and
 redeemable noncontrolling interests       28         4       135      (229)
----------------------------------------------------------------------------
Earnings/(loss) attributable to
 Enbridge Inc.                           (215)      182       629       707
Preference share dividends                (52)      (36)     (183)     (105)
----------------------------------------------------------------------------
Earnings/(loss) attributable to
 Enbridge Inc. common shareholders       (267)      146       446       602
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Earnings/(loss) attributable to
 Enbridge Inc. common shareholders
  Earnings/(loss) from continuing
   operations                            (271)      225       442       681
  Earnings/(loss) from discontinued
   operations, net of taxes                 4       (79)        4       (79)
----------------------------------------------------------------------------
                                         (267)      146       446       602
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Earnings per common share
 attributable to Enbridge Inc.
 common shareholders
  Continuing operations                 (0.33)     0.29      0.55      0.88
  Discontinued operations                   -     (0.10)        -     (0.10)
----------------------------------------------------------------------------
                                        (0.33)     0.19      0.55      0.78
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Diluted earnings per common share
 attributable to Enbridge Inc.
 common shareholders
  Continuing operations                 (0.32)     0.28      0.55      0.87
  Discontinued operations                   -     (0.10)        -     (0.10)
----------------------------------------------------------------------------
                                        (0.32)     0.18      0.55      0.77
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Earnings                                 (243)      178       494       936
Other comprehensive income/(loss),
 net of tax
  Change in unrealized gain/(loss)
   on cash flow hedges                    157        48       697      (176)
  Change in unrealized gain/(loss)
   on net investment hedges               (56)      (15)      (96)       13
  Other comprehensive income/(loss)
   from equity investees                   (1)       (1)       11         2
  Reclassification to earnings of
   realized cash flow hedges                6       (10)       72         7
  Reclassification to earnings of
   unrealized cash flow hedges             22        18        39        20
  Reclassification to earnings of
   pension plans and other
   postretirement benefits
   amortization amounts                     5         4        27        18
  Actuarial gains/(loss) on pension
   plans and other postretirement
   benefits                               114       (56)      114       (56)
  Change in foreign currency
   translation adjustment                 422       101       710      (158)
----------------------------------------------------------------------------
Other comprehensive income/(loss)         669        89     1,574      (330)
----------------------------------------------------------------------------
Comprehensive income                      426       267     2,068       606
Comprehensive income attributable to
 noncontrolling interests and
 redeemable noncontrolling interests     (142)      (57)     (276)     (165)
----------------------------------------------------------------------------
Comprehensive income attributable to
 Enbridge Inc.                            284       210     1,792       441
Preference share dividends                (52)      (36)     (183)     (105)
----------------------------------------------------------------------------
Comprehensive income attributable to
 Enbridge Inc. common shareholders        232       174     1,609       336
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


Year ended December 31,                                      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian dollars, except per
 share amounts)
Preference shares
  Balance at beginning of year                              3,707     1,056
  Preference shares issued                                  1,434     2,651
----------------------------------------------------------------------------
Balance at end of year                                      5,141     3,707
----------------------------------------------------------------------------
Common shares
  Balance at beginning of year                              4,732     3,969
  Common shares issued                                        582       388
  Dividend reinvestment and share purchase plan               361       297
  Shares issued on exercise of stock options                   69        78
----------------------------------------------------------------------------
Balance at end of year                                      5,744     4,732
----------------------------------------------------------------------------
Additional paid-in capital
  Balance at beginning of year                                522       242
  Stock-based compensation                                     28        26
  Options exercised                                           (17)      (17)
  Issuance of treasury stock                                  208       236
  Dilution gains and other                                      5        35
----------------------------------------------------------------------------
Balance at end of year                                        746       522
----------------------------------------------------------------------------
Retained earnings
  Balance at beginning of year                              3,173     3,643
  Earnings attributable to Enbridge Inc.                      629       707
  Preference share dividends                                 (183)     (105)
  Common share dividends declared                          (1,035)     (895)
  Dividends paid to reciprocal shareholder                     19        20
  Redemption value adjustment attributable to redeemable
   noncontrolling interests                                   (53)     (197)
----------------------------------------------------------------------------
Balance at end of year                                      2,550     3,173
----------------------------------------------------------------------------
Accumulated other comprehensive loss
  Balance at beginning of year                             (1,762)   (1,496)
  Other comprehensive income/(loss) attributable to
   Enbridge Inc. common shareholders                        1,163      (266)
----------------------------------------------------------------------------
Balance at end of year                                       (599)   (1,762)
----------------------------------------------------------------------------
Reciprocal shareholding
  Balance at beginning of year                               (126)     (187)
  Issuance of treasury stock                                   40        61
----------------------------------------------------------------------------
Balance at end of year                                        (86)     (126)
----------------------------------------------------------------------------
Total Enbridge Inc. shareholders' equity                   13,496    10,246
----------------------------------------------------------------------------
Noncontrolling interests
  Balance at beginning of year                              3,258     3,141
  Earnings/(loss) attributable to noncontrolling
   interests                                                 (111)      241
  Other comprehensive income/(loss) attributable to
   noncontrolling interests, net of tax
    Change in unrealized gains/(loss) on cash flow
     hedges                                                   166       (39)
    Change in foreign currency translation adjustment         223       (60)
    Reclassification to earnings of realized cash flow
     hedges                                                     4        23
    Reclassification to earnings of unrealized cash flow
     hedges                                                    14        13
----------------------------------------------------------------------------
                                                              407       (63)
----------------------------------------------------------------------------
  Comprehensive income attributable to noncontrolling
   interests                                                  296       178
----------------------------------------------------------------------------
  Distributions                                              (468)     (421)
  Contributions                                               922       382
  Dilution gains                                                -         6
  Acquisitions                                                  -       (25)
  Other                                                         6        (3)
----------------------------------------------------------------------------
Balance at end of year                                      4,014     3,258
----------------------------------------------------------------------------
Total equity                                               17,510    13,504
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Dividends paid per common share                              1.26      1.13
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS


                                     Three months ended          Year ended
                                           December 31,        December 31,
                                         2013      2012      2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian
 dollars)
Operating activities
  Earnings/(loss)                        (243)      178       494       936
    (Earnings)/loss from
     discontinued operations               (4)       79        (4)       79
    Depreciation and amortization         362       325     1,370     1,236
    Deferred income taxes
     (recovery)/expense                  (234)       63       131         3
    Changes in unrealized
     (gain)/loss on derivative
     instruments, net                     988       (83)    1,262       665
    Cash distributions in excess of
     equity earnings                       39        29       355       439
    Impairment                              6        39         6        39
    Other                                 (16)       67        (9)      109
  Changes in regulatory assets and
   liabilities                            (25)        9       (11)       44
  Changes in environmental
   liabilities, net of recoveries         (53)       20       148       (26)
  Changes in operating assets and
   liabilities                            (47)     (234)     (409)     (660)
----------------------------------------------------------------------------
  Cash provided by continuing
   operations                             773       492     3,333     2,864
  Cash provided by discontinued
   operations                               8        10         8        10
----------------------------------------------------------------------------
                                          781       502     3,341     2,874
----------------------------------------------------------------------------
Investing activities
  Additions to property, plant and
   equipment                           (2,950)   (1,787)   (8,235)   (5,194)
  Long-term investments                  (292)     (272)   (1,018)     (531)
  Additions to intangible assets          (75)      (33)     (212)     (163)
  Acquisitions, net of cash acquired        -      (119)        -      (340)
  Affiliate loans, net                      3         4         8         8
  Proceeds on sale of investments
   and net assets                          41        18        41        18
  Changes in restricted cash               (4)        7       (15)       (2)
----------------------------------------------------------------------------
                                       (3,277)   (2,182)   (9,431)   (6,204)
----------------------------------------------------------------------------
Financing activities
  Net change in bank indebtedness
   and short-term borrowings             (125)      127      (350)      412
  Net change in commercial paper and
   credit facility draws                1,210       398     1,562      (294)
  Net change in Southern Lights
   project financing                        -         -        (5)      (13)
  Debenture and term note issues        1,613     1,200     2,845     2,199
  Debenture and term note repayments     (250)     (193)     (660)     (349)
  Repayment of acquired debt                -      (160)        -      (160)
  Contributions from noncontrolling
   interests                              399         7       922       448
  Distributions to noncontrolling
   interests                             (120)     (116)     (468)     (421)
  Contributions from redeemable
   noncontrolling interests                 1       213        92       213
  Distributions to redeemable
   noncontrolling interests               (18)      (14)      (72)      (49)
  Preference shares issued                242       389     1,428     2,634
  Common shares issued                     12        46       628       465
  Preference share dividends              (50)      (30)     (178)      (93)
  Common share dividends                 (170)     (142)     (674)     (597)
----------------------------------------------------------------------------
                                        2,744     1,725     5,070     4,395
----------------------------------------------------------------------------
Effect of translation of foreign
 denominated cash and cash
 equivalents                               12         5        20       (12)
----------------------------------------------------------------------------
Increase/(decrease) in cash and cash
 equivalents                              260        50    (1,000)    1,053
Cash and cash equivalents at
 beginning of year                        516     1,726     1,776       723
----------------------------------------------------------------------------
Cash and cash equivalents at end of
 year                                     776     1,776       776     1,776
Cash and cash equivalents -
 discontinued operations                  (20)        -       (20)        -
----------------------------------------------------------------------------
Cash and cash equivalents -
 continuing operations                    756     1,776       756     1,776
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


December 31,                                                 2013      2012
----------------------------------------------------------------------------
(unaudited; millions of Canadian dollars)
Assets
Current assets
  Cash and cash equivalents                                   756     1,776
  Restricted cash                                              34        19
  Accounts receivable and other                             4,956     4,014
  Accounts receivable from affiliates                          65        12
  Inventory                                                 1,115       779
  Assets held for sale                                         24         -
----------------------------------------------------------------------------
                                                            6,950     6,600
Property, plant and equipment, net                         42,279    33,318
Long-term investments                                       4,212     3,175
Deferred amounts and other assets                           2,662     2,461
Intangible assets, net                                      1,004       817
Goodwill                                                      445       419
Deferred income taxes                                          16        10
----------------------------------------------------------------------------
                                                           57,568    46,800
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities and equity
Current liabilities
  Bank indebtedness                                           338       479
  Short-term borrowings                                       374       583
  Accounts payable and other                                6,664     5,052
  Accounts payable to affiliates                               46         -
  Interest payable                                            228       196
  Environmental liabilities                                   260       107
  Current maturities of long-term debt                      2,811       652
  Liabilities held for sale                                     7         -
----------------------------------------------------------------------------
                                                           10,728     7,069
Long-term debt                                             22,357    20,203
Other long-term liabilities                                 2,938     2,541
Deferred income taxes                                       2,925     2,483
Liabilities held for sale                                      57         -
----------------------------------------------------------------------------
                                                           39,005    32,296
----------------------------------------------------------------------------
Commitments and contingencies
Redeemable noncontrolling interests                         1,053     1,000
Equity
  Share capital
    Preference shares                                       5,141     3,707
    Common shares                                           5,744     4,732
  Additional paid-in capital                                  746       522
  Retained earnings                                         2,550     3,173
  Accumulated other comprehensive loss                       (599)   (1,762)
  Reciprocal shareholding                                     (86)     (126)
----------------------------------------------------------------------------
  Total Enbridge Inc. shareholders' equity                 13,496    10,246
----------------------------------------------------------------------------
  Noncontrolling interests                                  4,014     3,258
----------------------------------------------------------------------------
                                                           17,510    13,504
----------------------------------------------------------------------------
                                                           57,568    46,800
----------------------------------------------------------------------------
----------------------------------------------------------------------------

SEGMENTED INFORMATION


                                                                        Gas
                                                                 Pipelines,
                                                                 Processing
Three months ended December         Liquids             Gas      and Energy
 31, 2013                         Pipelines    Distribution        Services
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                                492             841           4,826
Commodity and gas
 distribution costs                       -            (490)         (5,349)
Operating and administrative           (280)           (134)            (17)
Depreciation and
 amortization                          (114)            (84)            (23)
Environmental costs, net of
 recoveries                             (11)              -               -
----------------------------------------------------------------------------
                                         87             133            (563)
Income/(loss) from equity
 investments                             29               -              45
Other income/(expense)                   10               8               7
Interest income/(expense)               (85)            (42)            (23)
Income taxes
 recovery/(expense)                       6             (19)            209
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                   47              80            (325)
Discontinued operations
  Earnings from discontinued
   operations before income
   taxes                                  -               -               6
  Income taxes from
   discontinued operations                -               -              (2)
----------------------------------------------------------------------------
Earnings from discontinued
 operations                               -               -               4
----------------------------------------------------------------------------
Earnings/(loss)                          47              80            (321)
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests                (1)              -               -
Preference share dividends                -               -               -
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                            46              80            (321)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         20,950           7,942           7,015
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Three months ended December       Sponsored
 31, 2013                       Investments       Corporate    Consolidated
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                              2,134               -           8,293
Commodity and gas
 distribution costs                  (1,424)              -          (7,263)
Operating and administrative           (331)            (26)           (788)
Depreciation and
 amortization                          (139)             (2)           (362)
Environmental costs, net of
 recoveries                             (71)              -             (82)
----------------------------------------------------------------------------
                                        169             (28)           (202)
Income/(loss) from equity
 investments                             15              (3)             86
Other income/(expense)                   27            (134)            (82)
Interest income/(expense)              (124)              9            (265)
Income taxes
 recovery/(expense)                     (37)             57             216
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                   50             (99)           (247)
Discontinued operations
  Earnings from discontinued
   operations before income
   taxes                                  -               -               6
  Income taxes from
   discontinued operations                -               -              (2)
----------------------------------------------------------------------------
Earnings from discontinued
 operations                               -               -               4
----------------------------------------------------------------------------
Earnings/(loss)                          50             (99)           (243)
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests                29               -              28
Preference share dividends                -             (52)            (52)
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                            79            (151)           (267)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         18,527           3,134          57,568
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                                                        Gas
                                                                 Pipelines,
                                                                 Processing
Three months ended December         Liquids             Gas      and Energy
 31, 2012                         Pipelines    Distribution        Services
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                                580             780           3,867
Commodity and gas
 distribution costs                       -            (441)         (3,803)
Operating and administrative           (228)           (139)            (25)
Depreciation and
 amortization                          (113)            (87)             (7)
Environmental costs, net of
 recoveries                               -               -               -
----------------------------------------------------------------------------
                                        239             113              32
Income/(loss) from equity
 investments                             20               -              34
Other income/(expense)                  (32)             87              (1)
Interest income/(expense)               (57)            (42)            (17)
Income taxes                            (39)            (31)            (16)
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                  131             127              32
Discontinued operations
  Loss from discontinued
   operations before income
   taxes                                  -               -            (123)
  Income taxes recovery from
   discontinued operations                -               -              44
----------------------------------------------------------------------------
Loss from discontinued
 operations                               -               -             (79)
----------------------------------------------------------------------------
Earnings/(loss)                         131             127             (47)
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests                (1)              -               -
Preference share dividends                -               -               -
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                           130             127             (47)
----------------------------------------------------------------------------
Total assets                         15,124           7,416           5,349
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Three months ended December       Sponsored
 31, 2012                       Investments       Corporate    Consolidated
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                              1,780               -           7,007
Commodity and gas
 distribution costs                  (1,194)              -          (5,438)
Operating and administrative           (281)            (29)           (702)
Depreciation and
 amortization                          (114)             (4)           (325)
Environmental costs, net of
 recoveries                             (18)              -             (18)
----------------------------------------------------------------------------
                                        173             (33)            524
Income/(loss) from equity
 investments                             15              (3)             66
Other income/(expense)                   13             (31)             36
Interest income/(expense)              (106)             11            (211)
Income taxes                            (28)            (44)           (158)
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                   67            (100)            257
Discontinued operations
  Loss from discontinued
   operations before income
   taxes                                  -               -            (123)
  Income taxes recovery from
   discontinued operations                -               -              44
----------------------------------------------------------------------------
Loss from discontinued
 operations                               -               -             (79)
----------------------------------------------------------------------------
Earnings/(loss)                          67            (100)            178
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests                 5               -               4
Preference share dividends                -             (36)            (36)
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                            72            (136)            146
----------------------------------------------------------------------------
Total assets                         15,648           3,263          46,800
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                                        Gas
                                                                 Pipelines,
                                                                 Processing
                                    Liquids             Gas      and Energy
Year ended December 31, 2013      Pipelines    Distribution        Services
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                              2,272           2,741          20,310
Commodity and gas
 distribution costs                       -          (1,585)        (20,244)
Operating and administrative         (1,006)           (534)           (221)
Depreciation and
 amortization                          (429)           (321)            (75)
Environmental costs, net of
 recoveries                             (79)              -               -
----------------------------------------------------------------------------
                                        758             301            (230)
Income from equity
 investments                            118               -             154
Other income/(expense)                   39              20              39
Interest income/(expense)              (319)           (160)            (81)
Income taxes
 recovery/(expense)                    (165)            (32)             50
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                  431             129             (68)
Discontinued operations
  Earnings from discontinued
   operations before income
   taxes                                  -               -               6
  Income taxes from
   discontinued operations                -               -              (2)
----------------------------------------------------------------------------
Earnings from discontinued
 operations                               -               -               4
----------------------------------------------------------------------------
Earnings/(loss)                         431             129             (64)
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests                (4)              -               -
Preference share dividends                -               -               -
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                           427             129             (64)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         20,950           7,942           7,015
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                  Sponsored
Year ended December 31, 2013    Investments       Corporate    Consolidated
----------------------------------------------------------------------------
(unaudited; millions of
 Canadian dollars)
Revenues                              7,595               -          32,918
Commodity and gas
 distribution costs                  (4,978)              -         (26,807)
Operating and administrative         (1,226)            (27)         (3,014)
Depreciation and
 amortization                          (530)            (15)         (1,370)
Environmental costs, net of
 recoveries                            (283)              -            (362)
----------------------------------------------------------------------------
                                        578             (42)          1,365
Income from equity
 investments                             56               2             330
Other income/(expense)                   37            (270)           (135)
Interest income/(expense)              (409)             22            (947)
Income taxes
 recovery/(expense)                    (133)            157            (123)
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                  129            (131)            490
Discontinued operations
  Earnings from discontinued
   operations before income
   taxes                                  -               -               6
  Income taxes from
   discontinued operations                -               -              (2)
----------------------------------------------------------------------------
Earnings from discontinued
 operations                               -               -               4
----------------------------------------------------------------------------
Earnings/(loss)                         129            (131)            494
(Earnings)/loss attributable
 to noncontrolling interests
 and redeemable
 noncontrolling interests               139               -             135
Preference share dividends                -            (183)           (183)
----------------------------------------------------------------------------
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                           268            (314)            446
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         18,527           3,134          57,568
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                                        Gas
                                                                 Pipelines,
                                                                 Processing
                                    Liquids             Gas      and Energy
Year ended December 31, 2012      Pipelines    Distribution        Services
----------------------------------------------------------------------------
(millions of Canadian
 dollars)
Revenues                              2,445           2,438          13,106
Commodity and gas
 distribution costs                       -          (1,220)        (13,676)
Operating and administrative           (942)           (528)           (142)
Depreciation and
 amortization                          (399)           (336)            (57)
Environmental costs, net of
 recoveries                               -               -               -
----------------------------------------------------------------------------
                                      1,104             354            (769)
Income/(loss) from equity
 investments                             46               -             141
Other income/(expense)                   (7)             83              33
Interest income/(expense)              (250)           (164)            (50)
Income taxes
 recovery/(expense)                    (192)            (66)            269
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                  701             207            (376)
Discontinued operations
  Loss from discontinued
   operations before income
   taxes                                  -               -            (123)
  Income taxes recovery from
   discontinued operations                -               -              44
----------------------------------------------------------------------------
Loss from discontinued
 operations                               -               -             (79)
----------------------------------------------------------------------------
Earnings/(loss)                         701             207            (455)
Earnings attributable to
 noncontrolling interestsand
 redeemable noncontrolling
 interests                               (4)              -              (1)
Preference share dividends                -               -               -
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                           697             207            (456)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         15,124           7,416           5,349
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                  Sponsored
Year ended December 31, 2012    Investments       Corporate    Consolidated
----------------------------------------------------------------------------
(millions of Canadian
 dollars)
Revenues                              6,671               -          24,660
Commodity and gas
 distribution costs                  (4,283)              -         (19,179)
Operating and administrative         (1,076)            (51)         (2,739)
Depreciation and
 amortization                          (431)            (13)         (1,236)
Environmental costs, net of
 recoveries                              88               -              88
----------------------------------------------------------------------------
                                        969             (64)          1,594
Income/(loss) from equity
 investments                             55             (47)            195
Other income/(expense)                   49              80             238
Interest income/(expense)              (397)             20            (841)
Income taxes
 recovery/(expense)                    (169)            (13)           (171)
----------------------------------------------------------------------------
Earnings/(loss) from
 continuing operations                  507             (24)          1,015
Discontinued operations
  Loss from discontinued
   operations before income
   taxes                                  -               -            (123)
  Income taxes recovery from
   discontinued operations                -               -              44
----------------------------------------------------------------------------
Loss from discontinued
 operations                               -               -             (79)
----------------------------------------------------------------------------
Earnings/(loss)                         507             (24)            936
Earnings attributable to
 noncontrolling interestsand
 redeemable noncontrolling
 interests                             (224)              -            (229)
Preference share dividends                -            (105)           (105)
Earnings/(loss) attributable
 to Enbridge Inc. common
 shareholders                           283            (129)            602
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                         15,648           3,263          46,800
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Includes allowance for equity funds used during construction.

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