Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 5, 2023

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

CANADA

001-15254

98-0377957

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200, 425 - 1ST STREET S.W.

CALGARY, ALBERTA, CANADA T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

1 (403) 231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		ENB		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On September 5, 2023, subsidiaries of Enbridge Inc., a Canadian corporation (“Enbridge”), entered into three separate purchase and sale agreements with Dominion Energy, Inc., a Virginia corporation (“Dominion”), to acquire all of the outstanding equity interests in (i) Dominion Energy Questar Corporation, Dominion Energy Gas Distribution, LLC, The East Ohio Gas Company and DEO Alternative Fuel, LLC (collectively, “EOG”), (ii) Questar Gas Company (“Questar Gas”), Wexpro Company, Wexpro II Company, Wexpro Development Co. and Dominion Energy Wexpro Services Co. (collectively, the “Wexpro Companies”), and each of Dominion Gas Projects Co., LLC and Questar InfoComm Inc. (collectively with Questar Gas and the Wexpro Companies, “Questar”), and (iii) Public Service Company of North Carolina, Incorporated (“PSNC”). The acquisitions are not cross-conditioned on one another. The material terms of each of the agreements are summarized below.

EOG Purchase and Sale Agreement

On September 5, 2023, a wholly owned subsidiary of Enbridge (“EOG Buyer”) entered into a purchase and sale agreement (the “EOG Purchase Agreement”) with Dominion to acquire all of the outstanding equity interests in EOG for approximately US$6.6 billion, consisting of cash consideration of approximately US$4.3 billion and assumed debt of approximately US$2.3 billion, subject to customary purchase price adjustments. Enbridge has agreed to guarantee the obligations of EOG Buyer under the EOG Purchase Agreement.

EOG Buyer’s acquisition of EOG (the “EOG Acquisition”) is subject to the satisfaction of customary conditions, including (i) the absence of any governmental order prohibiting the consummation of the EOG Acquisition, (ii) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) Federal Communications Commission (“FCC”) approval of the change of control of FCC licenses, (iv) clearance by the Committee on Foreign Investment in the United States (“CFIUS”) and (v) a notice to the Public Utility Commission of Ohio. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the EOG Purchase Agreement, the EOG Acquisition is expected to close in 2024.

The EOG Purchase Agreement contains customary representations, warranties and covenants of EOG Buyer and Dominion, including covenants by Dominion to conduct the business of EOG in the ordinary course during the interim period between the execution of the EOG Purchase Agreement and the consummation of the EOG Acquisition.

The EOG Purchase Agreement contains customary termination rights, including if the closing of the EOG Acquisition has not occurred by September 5, 2024, subject to an extension by either party to December 4, 2024 if the required regulatory approvals have not yet been obtained. If the EOG Purchase Agreement is terminated under certain circumstances relating to failure to obtain required regulatory approvals, Enbridge may be required to pay Dominion a termination fee of approximately US$154.8 million.

At the closing of the EOG Acquisition, Dominion and EOG will enter into a transition services agreement, pursuant to which Dominion will provide certain transition services to EOG, subject to the terms and conditions set forth therein.

A copy of the EOG Purchase Agreement will be filed as an exhibit to Enbridge’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023.

Questar Purchase and Sale Agreement

On September 5, 2023, a wholly owned subsidiary of Enbridge (“Questar Buyer”) entered into a purchase and sale agreement (the “Questar Purchase Agreement”) with Dominion to acquire all of the outstanding equity interests in Questar for approximately US$4.3 billion, consisting of cash consideration of approximately US$3.0 billion and assumed debt of approximately US$1.3 billion, subject to customary purchase price adjustments. Enbridge has agreed to guarantee the obligations of Questar Buyer under the Questar Purchase Agreement.

Questar Buyer’s acquisition of Questar (the “Questar Acquisition”) is subject to the satisfaction of customary conditions, including (i) the absence of any governmental order prohibiting the consummation of the Questar Acquisition, (ii) the expiration of the waiting period under the HSR Act, (iii) FCC approval of the change of control of FCC licenses, (iv) clearance by CFIUS and (v) the approval of the Utah Public Services Commission and the Wyoming Public Services Commission (and notice to the Idaho Public Utilities Commission). Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the Questar Purchase Agreement, the Questar Acquisition is expected to close in 2024.

The Questar Purchase Agreement contains customary representations, warranties and covenants of Questar Buyer and Dominion, including covenants by Dominion to conduct the business of Questar in the ordinary course during the interim period between the execution of the Questar Purchase Agreement and the consummation of the Questar Acquisition.

The Questar Purchase Agreement contains customary termination rights, including if the closing of the Questar Acquisition has not occurred by September 5, 2024, subject to an extension by either party to December 4, 2024 if the required regulatory approvals have not yet been obtained. If the Questar Purchase Agreement is terminated under certain circumstances relating to failure to obtain required regulatory approvals, Enbridge may be required to pay Dominion a termination fee of approximately US$106.9 million.

At the closing of the Questar Acquisition, Dominion and Questar will enter into a transition services agreement, pursuant to which Dominion will provide certain transition services to Questar, subject to the terms and conditions set forth therein.

A copy of the Questar Purchase Agreement will be filed as an exhibit to Enbridge’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023.

PSNC Purchase and Sale Agreement

On September 5, 2023, a wholly owned subsidiary of Enbridge (“PSNC Buyer”) entered into a purchase and sale agreement (the “PSNC Purchase Agreement”) with Dominion to acquire all of the outstanding equity interests in PSNC for approximately US$3.1 billion, consisting of cash consideration of approximately US$2.2 billion and assumed debt of approximately US$1.0 billion, subject to customary purchase price adjustments. Enbridge has agreed to guarantee the obligations of PSNC Buyer under the PSNC Purchase Agreement.

PSNC Buyer’s acquisition of PSNC (the “PSNC Acquisition”) is subject to the satisfaction of customary conditions, including (i) the absence of any governmental order prohibiting the consummation of the PSNC Acquisition, (ii) the expiration of the waiting period under the HSR Act, (iii) FCC approval of the change of control of FCC licenses, (iv) clearance by CFIUS and (v) the approval of the North Carolina Utilities Commission. Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions of the PSNC Purchase Agreement, the PSNC Acquisition is expected to close in 2024.

The PSNC Purchase Agreement contains customary representations, warranties and covenants of PSNC Buyer and Dominion, including covenants by Dominion to conduct the business of PNSC in the ordinary course during the interim period between the execution of the PSNC Purchase Agreement and the consummation of the PSNC Acquisition.

The PSNC Purchase Agreement contains customary termination rights, including if the closing of the PSNC Acquisition has not occurred by September 5, 2024, subject to an extension by either party to December 4, 2024 if the required regulatory approvals have not yet been obtained. If the PSNC Purchase Agreement is terminated under certain circumstances relating to failure to obtain required regulatory approvals, Enbridge may be required to pay Dominion a termination fee of approximately US$78.3 million.

At the closing of the PSNC Acquisition, Dominion and PSNC will enter into a transition services agreement, pursuant to which Dominion will provide certain transition services to PSNC, subject to the terms and conditions set forth therein.

A copy of the PSNC Purchase Agreement will be filed as an exhibit to Enbridge’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023.

Bridge Facility Commitment Letter

On September 5, 2023, Enbridge, Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada (together, the “Commitment Parties”) entered into a financing commitment letter (the “Commitment Letter”) for a 364-day senior unsecured bridge facility (the “Bridge Facility”) in an aggregate initial principal amount of US$9.4 billion, which may be borrowed as three separate loans on each applicable closing date for each of the EOG Acquisition, the Questar Acquisition and the PSNC Acquisition (together, the “Acquisitions”). The commitments under the Bridge Facility will be reduced by the net proceeds received by Enbridge from the Offering (as defined under Item 7.01) and are expected to be further reduced by the net proceeds received from other sources, including, but not limited to, issuances of hybrid notes and/or senior unsecured notes, asset sales, the potential reinstatement of our dividend reinvestment and share purchase plan and/or at-the-market offerings of Enbridge common shares, prior to the expected closings of the Acquisitions. However, these sources are subject to change, based on market conditions and other factors. Enbridge expects to reduce the commitments under the Bridge Facility to zero from these other sources before any funding under the Bridge Facility would be required; however, to the extent Enbridge does not finance any part of the purchase price through the other means described above, Enbridge may borrow under the Bridge Facility.

The commitments under the Commitment Letter are subject to customary conditions, including the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter.

If Enbridge draws on the Bridge Facility to fund any part of the cash portion of the aggregate purchase price for the Acquisitions, Enbridge will seek to repay the Bridge Facility following completion of the Acquisitions with various sources, including the permanent financing solutions mentioned above.

Item 7.01 Regulation FD Disclosure.

On September 5, 2023, Enbridge issued press releases announcing (1) the Acquisitions described in Item 1.01 above and (2) a “bought-deal” offering of Enbridge common shares (the “Offering”). Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

In connection with the “bought-deal” equity offering, Enbridge is making investor presentations to certain existing and potential investors. The investor presentation is attached hereto as Exhibit 99.3.

The information contained under this Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Enbridge under the Securities Act of 1933 or the Exchange Act.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		News Release dated September 5, 2023 regarding the Acquisitions*

99.2		News Release dated September 5, 2023 regarding the bought-deal offering*

99.3		Investor Presentation*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

Forward-Looking Information

This communication contains both historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements have been included to provide potential investors with information about Enbridge. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “plan”, “project”, “target” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements included in this Current Report on Form 8-K, including the exhibits hereto, include, but are not limited to, statements with respect to the following: anticipated benefits of the Acquisitions, timing of closing of the Acquisitions, management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings and other similar matters.

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 events 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 events to differ materially from those expressed or implied by such statements. Enbridge cautions readers not to place undue reliance on these statements, as a number of important factors could cause actual results to differ materially from the expectations expressed in such forward-looking statements.

Enbridge’s forward-looking statements are subject to risks and uncertainties, including, but not limited to the possibility that the Acquisitions do not close when expected, or at all, because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis; that the anticipated benefits of the Acquisitions are not realized or will not be realized within the expected time period; general business and economic conditions in Canada and the U.S.; the impact of the movement of the Canadian dollar relative to other currencies, particularly the U.S. dollar; the effects of competition in the markets in which Enbridge operates; the impact of changes in the laws and regulations regulating the oil and gas or natural gas utilities industries or affecting domestic and foreign operations; judicial or regulatory judgments and legal proceedings; reputational risks; the outcome of various litigation and proceedings in which Enbridge is involved and the adequacy of reserves maintained therefor; other factors that may affect future results of Enbridge, including changes in trade policies, timely development and introduction of new products and services, changes in tax laws, technological and regulatory changes, and adverse developments in general market, business, economic, labor, regulatory and political conditions; and those other risks and uncertainties disclosed in Enbridge’s other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge’s future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this Current Report on Form 8-K or the exhibits hereto 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 its behalf, are expressly qualified in their entirety by these cautionary statements.

Enbridge cautions that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the closing of the financial sources, the use of proceeds of the financial sources, the Acquisitions and the future results of Enbridge. The forward-looking statements speak only as of the date of this Current Report on Form 8-K,. When relying on Enbridge’s forward-looking statements to make decisions with respect to Enbridge, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

SIGNATURES

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

	ENBRIDGE INC. (Registrant)

Date: September 5, 2023	By:	/s/ Karen K.L. Uehara
		Karen K.L. Uehara Vice President, Corporate & Corporate Secretary (Duly Authorized Officer)

Exhibit 99.1

Enbridge Announces Strategic Acquisition of Three U.S. Based Utilities to Create Largest Natural Gas Utility Franchise in North America

September 5, 2023

HIGHLIGHTS:

Enbridge has entered into definitive agreements with Dominion Energy, Inc. to acquire The East Ohio Gas Company (“EOG”), Questar Gas Company (“Questar Gas”), and its related Wexpro companies (“Wexpro” and collectively with Questar Gas, “Questar”), and Public Service Company of North Carolina, Incorporated (“PSNC”) (collectively the “Gas utilities”) for an aggregate purchase price of US$14.0 billion (CDN$19 billion¹), comprised of US$9.4 billion of cash consideration and US$4.6 billion of assumed debt (the “Acquisitions”).

Creates North America’s largest natural gas utility platform delivering ~9.3 bcf/d to ~7 million customers across multiple regulatory jurisdictions.

Historically attractive acquisition multiples, based on 2024 estimate of ~1.3x Enterprise Value-to-Rate Base and 2023 estimate of ~16.5x Price-to-Earnings.

Compounded annual growth rate of approximately 8% on the consolidated rate base is expected to deliver long-term value for Enbridge shareholders.

Expected to be accretive to distributable cash flow per share (“DCFPS”) and adjusted earnings per share (“EPS”) in the first full year of ownership, increasing over time driven by the addition of approximately CDN$1.7 billion of annual, low-risk, quick-cycle rate base investments to Enbridge’s secured growth backlog.

Financial guidance in 2023, and near-term and medium-term outlook is maintained; long-term dividend growth profile is strengthened.

High-quality, utility cash flows from the Gas utilities further reduces Enbridge’s already industry leading business risk and balances Enbridge’s earnings mix to approximately 50% Natural Gas and Renewables and 50% Liquids upon closing, expected in 2024.

Funding plan preserves financial flexibility as Enbridge expects to maintain leverage within its target range of 4.5x to 5.0x Debt-to-Adjusted EBITDA.

Enbridge is looking forward to welcoming the Gas utilities’ employees to the Enbridge family and expects to maintain strong relationships with existing local unions and communities.

CALGARY, AB Sept. 5, 2023 /CNW/ - Enbridge Inc. (“Enbridge” or the “Company”) (TSX: ENB) (NYSE: ENB) today announced that it has entered into three separate definitive agreements with Dominion Energy, Inc. to acquire EOG, Questar and PSNC for an aggregate purchase price of US$14.0 billion (CDN$19 billion), comprised of $US9.4 billion of cash consideration and US$4.6 billion of assumed debt, subject to customary closing adjustments.

¹ Translated at USD/CAD $1.36 (the exchange rate as of September 1, 2023).

Upon the closings of the three transactions, Enbridge will add gas utility operations in Ohio, North Carolina, Utah, Idaho and Wyoming, representing a significant presence in the U.S. utility sector. The Gas utilities fit Enbridge’s long held investor proposition of low-risk businesses with predictable cash flow growth and strong overall returns. Following the closings, the Acquisitions will double the scale of the Company’s gas utility business to approximately 22% of Enbridge’s total adjusted EBITDA and balance the Company’s asset mix evenly between natural gas and renewables, and liquids. The Acquisitions will lower Enbridge’s already industry-leading business risk and secure visible, low-risk, long-term rate base growth. Increased utility earnings enhance Enbridge’s overall cash flow quality and further underpin the longevity of Enbridge’s growing dividend profile.

Following the closings of the Acquisitions, Enbridge’s gas utility business will be the largest, by volume, in North America with a combined rate base of over CDN$27 billion and about 7,000 employees delivering over 9 Bcf/d of gas to approximately 7 million customers.

The Company estimates its purchase price for the Acquisitions at ~1.3x Enterprise Value-to-Rate Base (based on 2024 estimates) and ~16.5x Price-to-Earnings (based on 2023 estimates) and expects the Acquisitions to be accretive to Enbridge's financial DCFPS and adjusted EPS outlook in the first full year of ownership adding shareholder value.

“Adding natural gas utilities of this scale and quality, at a historically attractive multiple, is a once in a generation opportunity. The transaction is expected to be accretive to DCFPS and adjusted EPS in the first full year of ownership, increasing over time due to the strong growth profile,” said Greg Ebel, Enbridge President and CEO. “Following the closings of the Acquisitions, our Gas Distribution and Storage (“GDS”) business will be North America’s largest gas utility franchise. These Acquisitions further diversify our business, enhance the stable cash flow profile of our assets, and strengthen our long-term dividend growth profile. The transaction also reinforces our position as the first-choice energy delivery company in North America.

“The assets we are acquiring have long useful lives and natural gas utilities are ‘must-have’ infrastructure for providing safe, reliable and affordable energy. In addition, these gas utilities have each committed to achieving net-zero greenhouse gas emissions by 2050 and are expected to play a critical role in enabling a sustainable energy transition. We are very excited by today’s announcement as these businesses align with Enbridge’s business risk model and long-term growth targets. The entire Enbridge team is committed to working with the EOG, Questar and PSNC teams and to investing in the communities they serve. We look forward to serving our customers with dedication and to providing them with safe, reliable, and affordable energy service for years to come.”

The Gas utilities are domiciled in premier U.S. jurisdictions with transparent and constructive regulatory regimes that preserve customer choice to consume natural gas and have attractive capital growth programs. EOG, Questar and PSNC each have lower-carbon initiatives that are similarly aligned with Enbridge’s ESG goals.

Each of the Gas utilities have an excellent operating and safety track record. The experienced operating teams of each business will be joining the Enbridge team. Keeping with Enbridge’s history of successfully integrating acquired businesses, we expect to be able to integrate the Gas utilities’ businesses smoothly while continuing to deliver the service our customers expect.

“Today and for the long-term, natural gas will remain essential for achieving North America’s energy security, affordability and sustainability goals. Individually and collectively, the Gas utilities are perfectly complementary to our gas distribution business unit’s current operations and strategy. These utilities operate in regions with very attractive regulatory regimes, offer diverse, low-risk growth opportunities, and are capital efficient with short cycles between capital deployments and earnings generation,” said Michele Harradence, President of GDS and Executive Vice President at Enbridge. “We are excited to be welcoming over 3,000 new employees into the Enbridge family. In addition, we intend to continue the robust social, community and diversity, equity and inclusion initiatives that each Gas utility has committed to.”

COMMITMENT TO EOG, PSNC AND QUESTAR COMMUNITIES, CUSTOMERS, AND EMPLOYEES

Following the closings of the Acquisitions, EOG, PSNC and Questar each will continue to be regulated by the Public Utility Commission of Ohio, the North Carolina Utilities Commission, and the Public Service Commissions of Utah, Wyoming and Idaho, respectively. Enbridge looks forward to establishing a collaborative and mutually beneficial relationship with each of these regulatory bodies.

Enbridge’s existing natural gas utility has proudly served its customers for 175 years and has built its business on the key pillars of safety, reliability, affordability and customer service. Enbridge actively invests in the communities it serves and looks forward to continuing the community service legacies of EOG, PSNC and Questar in their respective states. In addition, Enbridge offers a competitive and flexible Total Compensation package to its staff and seeks to maintain strong relationships with local unions and the local workforce.

FINANCIAL CONSIDERATIONS

Today's equity offering, announced separately, is expected to fully address the Company’s planned discrete common equity issuance needs to finance this transaction. It ensures the remaining funding requirements can be readily satisfied through a variety of alternate sources including hybrid debt securities and senior unsecured notes, continuing the Company’s ongoing capital recycling program, potential reinstatement of Enbridge’s Dividend Reinvestment and Share Purchase Plan, or At-The-Market equity issuances. The acquisition of each Gas utility is expected to close in 2024, upon receipt of the applicable required federal and state regulatory approvals, which allows Enbridge flexibility to optimally balance the mix of financing alternatives prior to each closing. These sources may change, subject to market conditions and other factors.

Enbridge has obtained debt financing commitments totaling US$9.4 billion from Morgan Stanley and Royal Bank of Canada for the cash consideration component of the Acquisitions in order to further demonstrate liquidity and the financing capacity to close the transactions.

The Company is committed to maintaining its financial strength. The funding program for the Acquisitions is designed to maintain the Company’s balance sheet within its previously communicated target leverage range of 4.5x to 5.0x Debt-to-Adjusted EBITDA with the objective of retaining its strong investment grade credit ratings.

"Acquiring these natural gas utilities makes strong strategic and financial sense. Enbridge is currently the only major pipeline and midstream company that owns a regulated gas utility and we’ve further strengthened that position today by doubling the size of our GDS business. After closings, the Acquisitions will extend and diversify our natural gas footprint and importantly add low-risk, ratable investments to our growth portfolio” said Patrick Murray, Executive Vice President and Chief Financial Officer, Enbridge. “The financing plan for the transaction includes significant equity pre-funding and a suite of financing options that will be optimized to maximize accretion and protect our strong investment grade ratings.”

FINANCIAL OUTLOOK

The Company reaffirms its 2023 financial guidance, while planning to raise a significant portion of the financing required for the Acquisitions this year. After the closings, the Acquisitions are expected to provide immediate high-quality cash flow and deliver significant EBITDA growth in their first full fiscal year of Enbridge’s ownership. The Gas utilities have attractive embedded DCF and earnings growth, strengthening Enbridge’s near-term and medium-term financial outlook. Sustainably returning capital to shareholders remains a key priority and Enbridge plans to continue to grow its dividend up to its level of medium-term distributable cash flow growth.

Collectively, the Company expects the Gas utilities to add CDN$1.7 billion of average annual low-risk, long-term capital investment opportunities, with significant built-in rate rider mechanisms, enabling timely recovery of capital investments.

TIMING AND APPROVALS

The Acquisitions are expected to close in 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain required U.S. federal and state regulatory approvals. These include clearance from the Federal Trade Commission under Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval from the Federal Communications Committee, and approval from the Committee on Foreign Investment in the United States as well as approvals from state public utility commissions that regulate EOG, Questar, and PSNC. Closing of the purchase of each Gas utility acquisition is expected to occur following receipt of each regulatory approvals applicable to each utility, and are not cross-conditioned across all three Gas utilities.

ADVISORS

Morgan Stanley & Co. LLC and RBC Capital Markets acted as co-lead Financial Advisors. Sullivan & Cromwell LLP and McCarthy Tétrault LLP were legal advisors to Enbridge.

CONFERENCE CALL DETAILS

Enbridge will host a conference call on September 5, 2023, at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time) to provide an overview of the Acquisitions. Analysts, members of the media and other interested parties can access the call toll free at 1-800-606-3040. The call will be webcast live at https://app.webinar.net/2vM5REDQKoe. A webcast replay will be available soon after the conclusion of the event and a transcript will be posted to the website (conference ID: 9581867).

The webcast will include prepared remarks from the executive team. Enbridge's media and investor relations teams will be available after the call for any additional questions.

FORWARD-LOOKING INFORMATION

This news release contains both historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information, future oriented financial information and financial outlook within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements have been included to provide readers with information about the Company and its subsidiaries and affiliates, including management’s assessment of the Company’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”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “plan”, “project”, “target” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included in this news release include, but are not limited to, statements with respect to the following: the Acquisitions, including the characteristics, value drivers and anticipated benefits thereof on a standalone and combined post-Acquisitions basis; the Company’s strategic plans, priorities, enablers and outlook; financial guidance and near and medium term outlooks, including expected distributable cash flow (“DCF”) per share, adjusted earnings per share (“EPS”) and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), and expected growth thereof; expected debt to Adjusted EBITDA outlook and target range; expected supply of, demand for, exports of and prices of crude oil, natural gas, natural gas liquids (“NGL”), liquified natural gas (“LNG”) and renewable energy; energy transition and lower-carbon energy, and our approach thereto; environmental, social and governance goals, practices and performance; industry and market conditions; anticipated utilization of the Company’s assets; dividend growth and payout policy; expected future cash flows; expected shareholder returns and returns on equity; expected performance of the Company’s businesses after the closings of the Acquisitions, including customer growth, system modernization and organic growth opportunities; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected strategic priorities and performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Storage, Renewable Power Generation and Energy Services businesses; expected costs, benefits and in-service dates related to announced projects and projects under construction; expected capital expenditures; investable capacity and capital allocation priorities; share repurchases under our normal course issuer bid; expected equity funding requirements for the Company’s commercially secured growth program; expected future growth, diversification, development and expansion opportunities, including with respect to the Company’s post-Acquisitions commercially secured growth program and low carbon and new energies opportunities and strategy; expected optimization and efficiency opportunities; expectations about the Company’s joint venture partners’ ability to complete and finance projects under construction; our ability to complete the Acquisitions and successfully integrate the gas utilities without material delay, material changes in terms, higher than anticipated costs or difficulty or loss of key personnel; expected closing of other acquisitions and dispositions and the timing thereof; expected benefits of transactions, including the Acquisitions; expected future actions of regulators and courts, and the timing and impact thereof; toll and rate cases discussions and proceedings and anticipated timeline and impact therefrom, including Mainline System Tolling and those relating to the Gas Transmission and Midstream and Gas Distribution and Storage businesses; operational, industry, regulatory, climate change and other risks associated with our businesses; the financing of the Acquisitions, including the expected sources, timing and use of proceeds; and our ability to maintain strong investment grade credit metrics.

Although the Company 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 following: the expected supply of, demand for, export of and prices of crude oil, natural gas, NGL, LNG and renewable energy; energy transition, including the drivers and pace thereof; anticipated utilization of assets; exchange rates; inflation; interest rates; availability and price of labor and construction materials; the stability of the Company’s supply chain; operational reliability; maintenance of support and regulatory approvals for the Company’s projects; anticipated in-service dates; weather; the timing, terms and closing of acquisitions and dispositions, including the Acquisitions, and of the financing of the Acquisitions; the realization of anticipated benefits of transactions, including the Acquisitions; governmental legislation; litigation; estimated future dividends and impact of the Company’s dividend policy on its future cash flows; the Company’s credit ratings; capital project funding; hedging program; expected EBITDA and Adjusted EBITDA; expected earnings/(loss) and adjusted earnings/(loss); expected future cash flows; expected future EPS; expected DCF and DCF per share; debt and equity market conditions; and the ability of management to execute key priorities, including with respect to the Acquisitions. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL, LNG and renewable energy, and the prices of these commodities, are material to and underlie 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. The most relevant assumptions associated with forward-looking statements regarding announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the stability of our supply chain; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; and the impact of weather and customer, government, court and regulatory approvals on construction and in-service schedules and cost recovery regimes.

The Company’s forward-looking statements are subject to risks and uncertainties pertaining to the successful execution of the Company’s strategic priorities, operating performance, legislative and regulatory parameters; litigation; acquisitions (including the Acquisitions), dispositions and other transactions and the realization of anticipated benefits therefrom; the financing of the Acquisitions; operational dependence on third parties; dividend policy; project approval and support; renewals of rights-of-way; weather; economic and competitive conditions; public opinion; changes in tax laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; political decisions; global geopolitical conditions; and the supply of, demand for and prices of commodities and other alternative energy, including but not limited to those risks and uncertainties discussed in our filings with Canadian and United States securities regulators. The impact of any one assumption, risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the Company’s future course of action depends on management’s assessment of all information available at the relevant time.

Financial outlook and future oriented financial information contained in this news release about prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available and is subject to the same risk factors, limitations and qualifications as set forth above. The financial information included in this news release, has been prepared by, and is the responsibility of, management . The purpose of the financial outlook and future oriented financial information provided in this news release is to assist readers in understanding the Company’s expected financial results following completion of the Acquisitions and the associated financings, and may not be appropriate for other purposes. The Company and its management believe that such financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that prospective financial information represents, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this prospective information is highly subjective, it should not be relied on as necessarily indicative of past or future results, as the actual results may differ materially from those set forth in this news release.

Except to the extent required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement made in this news release or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

NON-GAAP MEASURES

This news release makes reference to non-GAAP and other financial measures, including earnings before interest, income taxes, depreciation and amortization (EBITDA), adjusted EBITDA, distributable cash flow (DCF), adjusted earnings per share (EPS) and DCF per share and debt to adjusted EBITDA. Management believes the presentation of these metrics gives useful information to investors and shareholders as they provide increased transparency and insight into the performance of the Company. Adjusted EBITDA represents EBITDA adjusted for unusual, infrequent or other non-operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performance of the Company and its business units. Adjusted earnings represent earnings attributable to common shareholders adjusted for unusual, infrequent or other non-operating factors included in adjusted EBITDA, as well as adjustments for unusual, infrequent or other non-operating factors in respect of depreciation and amortization expense, interest expense, income taxes and non-controlling interests on a consolidated basis. Management uses adjusted earnings as another measure of the Company’s ability to generate earnings and EPS to assess the performance of the Company. DCF is defined as cash flow provided by operating activities before the impact of changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to non-controlling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, infrequent or other non-operating factors. Management also uses DCF to assess the performance of the Company and to set its dividend payout target. Debt to adjusted EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings available to pay debt (as calculated on a GAAP basis) before covering interest, tax, depreciation and amortization.

Reconciliations of forward-looking non-GAAP and other financial measures to comparable GAAP measures are not available due to the challenges and impracticability of estimating certain items, particularly certain contingent liabilities and non-cash unrealized derivative fair value losses and gains which are subject to market variability. Because of those challenges, reconciliations of forward-looking non-GAAP and other financial measures are not available without unreasonable effort.

The non-GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. Additional information on non-GAAP and other financial measures may be found in the Company’s earnings news releases or in additional information on the Company’s website, www.sedarplus.com or www.sec.gov.

Unless otherwise specified, all dollar amounts in this news release are expressed in Canadian dollars, all references to “CDN,” “dollars” or “$” are to Canadian dollars and all references to “US$” are to US dollars.

ABOUT ENBRIDGE INC.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil or renewable power networks and our growing European offshore wind portfolio. We're investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on two decades of experience in renewable energy to advance new technologies including wind and solar power, hydrogen, renewable natural gas and carbon capture and storage. We're committed to reducing the carbon footprint of the energy we deliver, and to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com

FOR FURTHER INFORMATION PLEASE CONTACT:
Enbridge Inc. – Media		Enbridge Inc. – Investment Community
Jesse Semko		Rebecca Morley
Toll Free: (888) 992-0997		Toll Free: (800) 481-2804
Email: media@enbridge.com		Email: investor.relations@enbridge.com

Exhibit 99.2

Enbridge Announces CDN$4.0 Billion Bought-Deal Offering of Common Shares

CALGARY, ALBERTA– (September 5, 2023) - Enbridge Inc. (TSX:ENB) (NYSE:ENB) (“Enbridge” or the “Company”) today announced that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets and Morgan Stanley, and including BMO Capital Markets, CIBC Capital Markets, National Bank Financial Markets, Scotiabank, and TD Securities (the “Underwriters”) under which the Underwriters have agreed to purchase, on a bought deal basis, 89,490,000 common shares of the Company (“Common Shares”) for aggregate gross proceeds of CDN$4 billion at an offering price of CDN$44.70 per Common Share (the “Offering”).

Enbridge intends to use the net proceeds from the Offering to finance a portion of the cash consideration payable by it for the purchase of local distribution company gas utilities in the United States from Dominion Energy, Inc., the details of which were announced today in a separate news release issued by Enbridge (the “Acquisitions”).

The Common Shares will be offered to the public in all of the provinces of Canada through the Underwriters and their affiliates by way of a Canadian prospectus supplement (the “Canadian Prospectus Supplement”) to Enbridge’s short form base shelf prospectus dated September 5, 2023 (the “Canadian Prospectus”). The Common Shares will be offered to the public in the United States pursuant to Enbridge’s registration statement, including a prospectus (the “U.S. Prospectus”), filed with the U.S. Securities and Exchange Commission (the “SEC”), and a prospectus supplement (the “U.S. Prospectus Supplement”) to the U.S. Prospectus. Before investing, prospective purchasers in Canada should read the Canadian Prospectus Supplement, the Canadian Prospectus and the documents incorporated by reference therein, and prospective purchasers in the United States should read the U.S. Prospectus, the U.S. Prospectus Supplement and the documents incorporated by reference therein for more complete information about Enbridge and the Offering in Canada and the United States, respectively. Common Shares may also be offered on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.

The Offering is expected to close on or about September 8, 2023. Pursuant to the agreement, the Underwriters have an option to purchase up to 15% in additional Common Shares by providing notice to Enbridge at any time until the date that is 30 days after the closing of the Offering, to cover over-allotments, if any. If the over-allotment option is exercised in full, the aggregate gross proceeds from the Offering will be approximately CDN$4.6 billion.

A copy of the Canadian Prospectus for the Offering is, and a copy of the Canadian Prospectus Supplement will be, available on SEDAR+ (http://www.sedarplus.ca) and a copy of the U.S. Prospectus is, and a copy of the U.S. Prospectus Supplement will be, available on the SEC website (http://www.sec.gov). Potential investors can request copies of the Canadian Prospectus and Canadian Prospectus Supplement from RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attention: Distribution Centre, or via telephone: 1-416-842-5349, or via e- mail at Distribution.RBCDS@rbccm.com and the U.S. Prospectus and U.S. Prospectus Supplement from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, phone: 877-822-4089, Email: equityprospectus@rbccm.com or Morgan Stanley & Co. LLC - Attn: Prospectus Department - 180 Varick Street, 2nd Floor - New York, NY 10014.

The closing of the Offering is not conditional upon the completion of the Acquisitions. In the event that any or all of the Acquisitions are not completed, Enbridge may use the net proceeds from the Offering to reduce its outstanding indebtedness, finance future growth opportunities including acquisitions, finance its capital expenditures, or for other general corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FORWARD-LOOKING INFORMATION

Enbridge's forward-looking statements are subject to risks and uncertainties, including, but not limited to the possibility that the Offering does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, the possibility that the Acquisitions do not close when expected, or at all, because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis, and those other risks and uncertainties disclosed in Enbridge’s other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.

ABOUT ENBRIDGE INC.

FOR FURTHER INFORMATION PLEASE CONTACT:
Enbridge Inc. – Media		Enbridge Inc. – Investment Community
Jesse Semko		Rebecca Morley
Toll Free: (888) 992-0997		Toll Free: (800) 481-2804
Email: media@enbridge.com		Email: investor.relations@enbridge.com

Exhibit 99.3

Greg Ebel President & CEO September 5, 2023 Pat Murray EVP & CFO U.S. Gas Utilities Acquisition

Legal notice 2 Prospectus A final base shelf prospectus of Enbridge Inc. dated September 5 , 2023 containing important information relating to the securities described in this document has been filed with the securit ies regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the fi na l base shelf base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that h as been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should rea d t he final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, e spe cially risk factors relating to the securities described in this document, before factors relating to the securities described in this document, before making an investment decision. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor wil l there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prio r t o which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Forward Looking Information This presentation contains both historical and forward - looking statements within the meaning of Section 27A of the U.S. Securiti es Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward - looking informa tion, future oriented financial information and financial outlook within the future oriented financial information and financial outlook within the meaning of Canadian securities laws (collectively, “fo rwa rd - looking statements”). Forward - looking statements been included to provide investors with information about Enbridge and its s ubsidiaries and affiliates, including management’s assessment of their future affiliates, including management’s assessment of their future plans and operations. This information may not be appropriate f or other purposes. Forward - looking statements are typically identified by words such as “anticipate”, “believe”, “estimate”, “expec t”, “forecast”, “intend”, “likely”, “plan”, “project”, “target” and similar words “intend”, “likely”, “plan”, “project”, “target” and similar words suggesting future outcomes or statements regarding an outlo ok. Forward - looking information or statements included in this presentation include, but are not limited to, statements with respec t to the following: Enbridge’s proposed acquisitions of three natural gas utilities and Enbridge’s proposed acquisitions of three natural gas utilities and related matters (the Acquisitions), including the charact eri stics, value drivers and anticipated benefits (including expected accretion to our non - GAAP distributable cash flow (DCF) per share and non - GAAP earnings per share ( EPS)) thereof on a standalone and combined GAAP earnings per share (EPS)) thereof on a standalone and combined post - Acquisitions basis; Enbridge’s strategic plans, priorities, enablers and outlook; financial gu idance and near and medium term outlooks, including expected DCF per share and adjusted earnings before interest, taxes, depr eci ation and amortization (EBITDA), earnings before interest, taxes, depreciation and amortization (EBITDA), and expected growth thereof; expected debt to adjust ed EBITDA outlook and target range; expected supply of, demand for, exports of and prices of crude oil, natural gas, natural gas li quids (NGL), liquified natural gas (LNG) and renewable energy; energy transition (NGL), liquified natural gas (LNG) and renewable energy; energy transition and lower - carbon energy, and our approach thereto; en vironmental, social and governance goals, practices and performance; industry and market conditions; anticipated utilization of Enbridge’s assets; dividend growth and payout policy; expected future cash and payout policy; expected future cash flows; expected shareholder returns and returns on equity; expected performance of th e C ompany’s businesses after the closings of the Acquisitions, including customer growth, system modernization and organic growt h o pportunities; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected strategic priorities and performance of the Liquids Pipelines, Gas Tr ansmission and Midstream, Gas Distribution and Storage, Renewable Power Generation and Energy Services businesses; expected c ost s, benefits and in - service dates related to announced projects and projects under construction; expected capital expenditures; investable capacity and capital allocation priorities; share repurchases u nde r our normal course issuer bid; expected equity funding requirements for Enbridge’s commercially secured growth program; expe cte d future growth, diversification, development and expansion opportunities, including with respect to Enbridge’s post - Acquisitions commercially secured growth program and low carbon and new energies oppor tunities and strategy; expected optimization and efficiency opportunities; expectations about the Enbridge’s joint venture pa rtn ers’ ability to complete and finance projects under construction; our ability to complete the Acquisitions and successfully integrate the gas utilities without material delay, material changes in terms, hig her than anticipated costs or difficulty or loss of key personnel; expected closing of other acquisitions and dispositions and th e timing thereof; expected benefits of transactions, including the Acquisitions; expected future actions of regulators and courts, and the timing and impact thereof; toll and rate cases discussions and proceedings a nd anticipated timeline and impact therefrom, including Mainline System Tolling and those relating to the Gas Transmission and M ids tream and Gas Distribution and Storage businesses; operational, industry, regulatory, climate change and other risks associated with our businesses; the financing of the Acquisitions, including the e xpe cted sources, timing and use of proceeds; and our ability to maintain strong investment grade credit metrics. Although we believe these forward - looking statements are reasonable based on the information available on the date such statemen ts are made and processes used to prepare the information, such statements are not guarantees of future performance and reade rs 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 ot her factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or im plied by such statements. Material assumptions include assumptions about the following: the expected supply of, demand for, export of and prices of crude oil, natural gas, NGL, LNG and renewable energy; en ergy transition, including the drivers and pace thereof; anticipated utilization of assets; exchange rates; inflation; intere st rates; availability and price of labor and construction materials; the stability of the our supply chain; operational reliability; maintenance of support and regulatory approvals for the Enbridge’s projects; anticipat ed in - service dates; weather; the timing, terms and closing of acquisitions and dispositions, including the Acquisitions, and of th e financing of the Acquisitions; the realization of anticipated benefits of transactions, including the Acquisitions; governmental legislation; litigation; estimated future dividends and impact of Enbridge’s dividen d p olicy on its future cash flows; our credit ratings; capital project funding; hedging program; expected EBITDA and adjusted EB ITD A; expected earnings/(loss) and adjusted earnings/(loss); expected future cash flows; expected future EPS; expected DCF and DCF per share; debt and equity market conditions; and the ability of management to execute key priorities, including with respect to the Acquisitions. Assumptions regarding the expected supply of and demand f or crude oil, natural gas, NGL, LNG and renewable energy, and the prices of these commodities, are material to and underlie all forward - looking statements, as they may impact current and future levels of demand for the Enbridge’s services. Similarly, exchange rates, inflation and interest rates impact the economies and business en vironments in which Enbridge operates and may impact levels of demand for our services and cost of inputs, and are therefore inherent in all forward - looking statements. The most relevant assumptions ass ociated with forward - looking statements regarding announced projects and projects under construction, including estimated comple tion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the stability of our supply chain; the effects of inflation and f ore ign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; and the impact of weather a nd customer, government, court and regulatory approvals on construction and in - service schedules and cost recovery regimes. Our forward - looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic pr iorities, operating performance, legislative and regulatory parameters; litigation; acquisitions (including the Acquisitions) , d ispositions and other transactions and the realization of anticipated benefits therefrom; the financing of the Acquisitions; operational dependence on third parties; dividend policy; project approval and support; re new als of rights - of - way; weather; economic and competitive conditions; public opinion; changes in tax laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; political decisions; global geopolitical conditions; and the supply of, demand for and prices of commodities and other altern ati ve energy, including but not limited to those risks and uncertainties discussed in our filings with Canadian and United State s s ecurities regulators. The impact of any one assumption, risk, uncertainty or factor on a particular forward - looking statement is not determinable with certainty as these are interdependent and the our future cour se of action depends on management’s assessment of all information available at the relevant time. Financial outlook and future oriented financial information contained in this presentation about prospective financial perfor man ce, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed cou rses of action, based on management’s assessment of the relevant information currently available and is subject to the same risk factors, limitations and qualifications as set forth above. The financial in formation included in this presentation, has been prepared by, and is the responsibility of, management . The purpose of the fin ancial outlook and future oriented financial information provided in this presentation is to assist readers in understanding the Enbridge’s expected financial results following completion of the Acquisitions and the as sociated financings, and may not be appropriate for other purposes. Enbridge and its management believe that such financial i nfo rmation has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that prospective financial information represents, to the best of management’s knowledge and opinion, Enbr idg e’s expected course of action. However, because this prospective information is highly subjective, it should not be relied on as necessarily indicative of past or future results, as the actual results may differ materially from those set forth in this presentation. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward - looking statement made in this presentation or otherwise, whether as a result of new information, future events or otherwise. All for wa rd - looking statements, whether written or oral, attributable to Enbridge or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements. Non - GAAP Measures This presentation makes reference to non - GAAP and other financial measures, including earnings before interest, income taxes, de preciation and amortization (EBITDA), adjusted EBITDA, adjusted earnings and adjusted earnings per share (EPS), distributable ca sh flow (DCF) and DCF per share and debt to EBITDA. Management believes the presentation of these metrics gives useful information to investors and shareholders as they provide increased t ran sparency and insight into the performance of the Company. Adjusted EBITDA represents EBITDA adjusted for unusual, infrequent or other non - operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performance of the Company and its business units . A djusted earnings represent earnings attributable to common shareholders adjusted for unusual, infrequent or other non - operating factors included in adjusted EBITDA, as well as adjustments for unusual, infrequent or other non - operating factors in respect of depreciation and amortization expense, interest expense, income taxes and non - controlling interests on a consolidated basis. Management uses adjusted earnings as another measure of the Compan y’s ability to generate earnings and uses EPS to assess the performance of the Company. DCF is defined as cash flow provided by operating activities before the impact of changes in operating assets an d liabilities (including changes in environmental liabilities) less distributions to non - controlling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, infrequent or other non - operating factors. Management also uses DCF to assess the performance of the Company and to set its divi dend payout target. Debt to EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings available to pay debt (as calculated on a GAAP basis) before covering interest, tax, depreciation and amortization. Reconciliations of forward - looking non - GAAP and other financial measures to comparable GAAP measures are not available due to th e challenges and impracticability of estimating certain items, particularly certain contingent liabilities and non - cash unrealiz ed derivative fair value losses and gains which are subject to market variability. Because of those challenges, reconciliations of forward - looking non - GAAP and other financial measures are not available without unreasonable effort. The non - GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accountin g principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be co mparable with similar measures presented by other issuers. Additional information on non - GAAP and other financial measures may be found in the Company’s earnings news releases or in addit ional information on the Company’s website, www.sedarplus.com or www.sec.gov. Unless otherwise specified, all dollar amounts in this presentation are expressed in Canadian dollars, all references to “CAD $”, “dollars” or “$” are to Canadian dollars and all references to “US$” are to US dollars.

Generational acquisition furthers ENB’s utility - like model at an attractive and accretive purchase price Transaction Overview 3 (1) US$14.0B Converted at 1.36 USD/CAD • Enbridge to acquire three premier Gas Utilities from Dominion Energy • Creates North America’s largest gas utility platform; delivering ~9.3 bcf/d to ~7 million customers • All cash transaction for aggregated purchase price of CAD$19B 1 (i ncludes ~CAD$6B of assumed regulated Op Co debt) • Concurrent CAD$4B equity offering de - risks funding plan • Acquisitions expected to close in 2024, subsequent to regulatory approvals (not cross conditional)

Agenda 4 • Value Proposition • Unique Asset Acquisition • Enhances Diversification • Growth Outlook • Financing Plan Strong Total Return Predictable Cash Flow Growth Low - Risk Business First - choice Energy Provider

Accretive to Enbridge’s Value Proposition 5 Stability Strength Consistency Growth Optionality Accelerates Scale & Breadth of Existing Low - risk Utility Model Improves Cash Flow Quality and Maintains Balance Sheet Strength Supports Long - term Dividend Growth Profile Further De - risks Growth Outlook Embedded Lower - carbon Opportunities Diversified Low - Risk Pipeline / Utility Model Reliable Cash Flows & Strong Balance Sheet 28 Years of Annual Dividend Increases ~5% Medium - term Growth Outlook Lower - carbon Optionality Throughout the Business Enbridge’s Value Drivers U.S. Gas Utilities Acquisition

Questar 5 NEXUS Texas Eastern In states that preserve customer choice with legislation that “Bans the Ban on Natural Gas” East Tennessee EOG 6 PSNC 7 Unique opportunity to acquire large - scale gas utilities at historically attractive value Unique Asset Acquisition • Rare opportunity to acquire high - quality, growing natural gas utilities of scale for CAD$19B 1 • Creates North America’s largest natural gas utility platform delivering ~9.3 Bcf/d to ~7.0 million customers • Historically attractive acquisition multiple of ~1.3x 2 EV/Rate Base and ~16.5x 3 P/E delivers long - term shareholder value • Expected to be accretive to DCF PS 4 and adjusted EPS 4 in first full year of ownership and increases over time driven by strong utility growth profile • Natural gas utilities recognized as long - term assets as they remain “must - have” infrastructure for providing safe, reliable, and affordable energy • Diversifies utility business and doubles size further enhancing stable cash flow generation; strengthens long - term dividend growth profile (1) Enterprise Value; (2) Based on 2024e; (3) Based on 2023e; (4) Distributable Cash Flow Per Share (DCFPS) and adjusted earnings per share (EPS) a re non - GAAP measures; see “Non - GAAP Measures” on Page 2 hereof; (5) Questar Gas Company; (6) The East Ohio Gas Company; (7) Public Service Company of North Carolina 6

East Ohio Gas Company Questar Gas Company 1 Public Service Company of North Carolina Access to Major Demand Centers Projected Population Growth 2 0.5% 5.0% 3.7% Consolidated Rate Base CAGR 3 ~8% Authorized ROE 10.4% 9.6% 4 9.6% Authorized Equity 51.3% 51.1% 4 51.6% Regulator Public Utilities Commission of Ohio Public Service Commission of Utah 5 North Carolina Utilities Commission Assets in Premier Jurisdictions 7 (1) Acquisition includes Wexpro which provides regulated gas supply to Questar; (2) S&P Global Markets, 2023 - 2028e; (3) 2 year C AGR of 2025 - 2027e; (4) Figures shown are weighted average of UT and WY; UT has 51% common equity and 9.6% allowed ROE. WY has 55% common equity and 9.35% allowed ROE ; (5) Also includes Wyoming Public Service Commission Transparent and constructive regulatory regimes support long - term rate base growth Investment Highlights x Regulatory: constructive ROEs and equity thickness x Growth: diverse low - risk growth opportunities including customers additions, modernization, resiliency, and fuel switching x Gas supportive jurisdictions: Legislation preserving customer choice to consume gas x Capital efficient: short cycle between capital investment and cash/earnings generation

Further Enhances Diversification 8 (1) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) is a non - GAAP measure; see “ Non - GAAP Measures” on page 2 hereof; (2) Represents estimated increase to Enbridge’s EBITDA based on first full - year (2025e); (3) 3 year capex profile from 2025 - 2027e Business Mix (2023e EBITDA 1 ) Adj. EBITDA 1 ~$16B ~10% 2 ~$18B Secured Capital $19B ~$5B 3 $24B 57% 28% 12% 3% 100% 50% 25% 22% 3% Liquids Pipelines Gas Transmission Gas Distribution Renewable Power Enhances commercial profile with increased regulated cash flow 98% of EBITDA 1 generated by low - risk businesses Only major pipeline and midstream company with regulated utility cash flow Post acquisitions ~ 50 % of EBITDA from natural gas & renewables Delivers significant low - risk EBITDA growth and attractive long - term investment opportunities

Diversifies and doubles the size of the regulated utility footprint 9 Strengthens Gas Distribution Segment 99% 1% 51% 1% 10% 18% 20% Gas Distribution Segment by Jurisdiction (Post acquisitions Adjusted EBITDA 1 ) Ontario | Ohio | Utah/Wyoming/Idaho | North Carolina | Quebec x ~9.3 Bcf/d gas delivered x ~7.0 million customers served x ~7,000 employees x Multiple jurisdictions Creates First - Choice Natural Gas Utility Franchise in North America Post Acquisitions (1) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) is a non - GAAP measure; see “Non - GA AP Measures on page 2 hereof.

Strong Operational Track Record 10 Focused on delivering safe, reliable and affordable energy to customers ~175 years of experience delivering gas to customers Operational, customer service, optimization, and safety excellence Highest standards of safety with goal of zero incidents Sustainability and lower - carbon initiatives embedded in strategy, operations, and decision - making Strong operational teams with decades of experience Safety is a core value Pipeline integrity programs in place to improve safety, reliability, and asset performance Sustainability and lower - carbon initiatives embedded in strategy, operations, and decision - making EOG, Questar, PSNC Enbridge Gas Distribution & Storage

Successful Business Integration Track Record Diversified Energy Delivery Company 2021 Acquired the Enbridge Ingleside Energy Center 1994 Acquired Consumers’ Gas – a gas distribution utility serving southern and eastern Ontario 2022 Acquired operatorship of Gray Oak Pipeline 2002 Acquired stake in Post Acquisitions Single Purpose Crude Oil Pipeline 1949 Post acquisitions A dj. EBITDA 2 diversified across four core franchises 2017 Merged with 2019 Merged Union Gas & Enbridge Gas Distribution to form Enbridge Gas Inc. ~$18B (1) Expected to close in 2024; (2) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) is a non - GAAP measure; see “Non - GAAP Measures” on page 2 hereof. 2024 1 U.S. Gas Utility Acquisition EOG/Questar/PSNC 2023 Acquired Tres Palacios & Aitken Creek Proven history of effective business integration, including two gas distribution utilities 11

2023 Post Acquisition Enhanced Low - Risk Growth Platform 12 Secures low - risk, long - term growth with stable returns ~$19 B ~$24 B EOG, Questar, PSNC Secured Capital Program ($B by Business Segment) Gas Distribution | Gas Transmission | Liquids Pipelines | Renewables ~$5 B 1 ~$1.7 B per year Low - Risk Capital x ~$5B of short - cycle capital over 3 years x Gas - friendly jurisdictions with lower permitting risk x Capital included in rate base and earns regulated returns x Limited delay/inflation risk x Improved capital efficiency given cost recovery mechanisms Stable Returns x Constructive ROEs and equity thickness x Fixed/variable rate design desensitizes earnings to volume changes • New Customers • Modernization • Meter replacements • Pipeline integrity • System enhancements (1) 3 year capex profile from 2025 - 2027e. Utility capex represents ~ 40 % of post acquisitions secured capital program

Further De - risks Growth Outlook 13 Enhanced visibility to growth outlook (1) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) is a non - GAAP measure; see “Non - GA AP Measures” on Page 2 hereof. Deploying Investment Capacity Secured Organic Growth ~ 1 - 2 % ~2 % Optimizations & Toll Escalators ~ 1 - 2 % • Robust Opportunity Set • Tuck - in M&A – Gray Oak (+10%) – Tres Palacios – Aitken Creek • U.S. Gas Utilities Acquisition • Western Canadian Pipeline Expansions • Woodfibre LNG • Rio Bravo Pipeline • USGC Export Strategy • Renewables • Annual growth acquired with U.S. Gas Utilities • Rate settlements / Re - contracting • Utility Rebasing • Productivity enhancements • WCSB volume growth ~5 % CAGR

Flexible and Highly Executable Financing Plan 14 Concurrent equity issuance strengthens balance sheet and reduces funding risk; significant flexibility to fund the remaining balance prior to closing in 2024 Purchase Price Uses Near - term Sources Concurrent Equity Issuance Hybrids 1 / Bonds • Ongoing capital recycling • Dividend Reinvestment Plan • ATM Program (1) Hybrid securities receive 50% equity credit from credit rating agencies. Acquired Utility OpCo Debt $19B Future Funding Options Longer - term Sources

2025e 2026e+ Metrics to be maintained well within management’s previously communicated target range 15 Enhances Business Risk Profile x Increased scale x Enhanced cash flow diversification x Supportive regulatory regimes Maintaining Strong Investment Grade Credit Metrics Post acquisitions Debt/EBITDA 1 (1) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) and Distributable Cash Flow (DC F) are non - GAAP measures; see “Non - GAAP Measures” on page 2 hereof. • Prudent financing plan maintains leverage well within management’s 4.5 - 5.0x Debt/EBITDA 1 target range • EBITDA 1 growth supports financial flexibility over time as high quality, low - risk capital is invested Target Range: 4.5x – 5.0x Maintaining Financial Discipline x Leverage range of 4.5 - 5.0x Debt/EBITDA 1 x Dividend payout ratio at 60 - 70% of DCF 1

16 Sept 5, 2023 ENB Announces Acquisitions of U.S. Gas Utilities Clear path forward to closing in 2024 Regulatory Approval Next Steps 2024 Regulatory Review Process (Begins within 30 Days) Federal Approvals • Hart - Scott - Rodino • Federal Communications Commission • Committee on Foreign Investment in the U.S. State Approvals • Public Utilities Commission of Ohio • Utah Public Service Commission • Wyoming Public Service Commission • North Carolina Utilities Commission

Supports long - term dividend growth profile Enhances Enbridge’s First - choice investment opportunity proposition Enhances premium growth profile while maintaining balance sheet strength Historically rare opportunity to acquire high quality, growing U.S. natural gas utilities of scale at an attractive value Strong Total Return Predictable Cash Flow Growth Low - Risk Business Key Takeaways 17 Diversifies and lowers business risk by enhancing utility cash flow profile

Appendix

High quality utility growth in supportive region • East Ohio Gas Company (EOG) is a single - state, fully regulated gas utility serving >1.2MM customers across >400 communities in Ohio • Owns 22,000 miles of transmission, gathering and distribution pipelines and 60 BCF of storage • Has >40 interconnections with 9 interstate natural gas pipelines providing flexibility in managing system supply • Ohio passed legislation in 2023 defining natural gas as a “green energy” The East Ohio Gas Company (1) Figures based on current authorized levels; (2) Public Utilities Commission of Ohio; (3) Capital Expenditure Program; (4) Pi peline Infrastructure Replacement Program 19 • Constructive rate structure desensitizes earnings to changes in volume • Multiple recovery riders covering a significant portion of capex minimizes return lag and alleviates need for continual rate case filings • Significant modernization and ongoing meter replacement drives attractive rate base growth • Next rate case to be filed by October 2023 with new rates effective in 2025 Asset Overview Earnings considerations Rate Base 2022a ~CAD$6.0B Authorized ROE 1 10.4% Authorized Equity (%) 1 51.3% Authority PUCO 2 Capex considerations CEP 3 and PIR 4 programs allow >80% of near - term capital to earn annually 19 Cleveland

20 Questar Gas Company (1) Includes both Questar and Wexpro; (2) Only includes Questar as Wexpro earns a guaranteed rate of return between 7 - 19% on its existing investment base; (3) 2017 - 2022a; (3) Also includes Wyoming Public Service Commission and Idaho Public Utilities Commission • Questar distributes natural gas in Utah (~97% of rate base), Southwestern Wyoming (~3%), and a small portion of Southeastern Idaho • Owns 21,000 miles of transmission, gathering and distribution pipelines serving ~1.2MM customers • Operates in premier economic & demographic environments with strong population growth, income trends, and low unemployment • Utah passed a law in 2021 prohibiting bans on natural gas • Questar has a one - of - a - kind regulated supply agreement with Wexpro , which provides a built - in hedge for up to 65% of gas sourced Asset Overview Salt Lake City • New customers drive the majority of rate base growth • Infrastructure replacement tracker allows capex derived from a multi - year program to go into rate base more quickly Earnings considerations Reliable assets serve premier Western U.S. regions Rate Base 1 2022a ~CAD$3.9B Authorized ROE 2 9.6% Authorized Equity (%) 2 51.1% Authority Utah PSC 3 5 - year Average Annual Customer growth 2.6% 3

Wexpro – Regulated Gas Supply for Questar 21 Supportive regulators recently modified Wexpro’s production cap to 65% of Questar’s total gas supply Risk Category Wexpro Model Traditional E&P Model Commentary Exploration & Development Risk Wexpro must demonstrate that new capital exceeds minimum return thresholds before being approved. Once wells are deemed economic, all capital is added to rate base. Given long operating history, very negligible amounts of capital have been excluded from rate base since 2016 Capital Cost Risk Return of capital is guaranteed regardless of future commodity price risk. Facility costs subject to “prudency” test before capitalization Commodity Risk Wexpro’s regulated natural gas production has no commodity exposure. Questar purchases all produced gas at a cost - of - service price providing a guaranteed return Operating Cost Risk All operating costs are included in the regulated cost of gas and flow through to rate payers Abandonment & Reclamation Cost Risk All costs are tracked for each well. Future costs flow through to rate payers with cash placed into a trust account. Any shortfalls are also included in rates Risk Profile: Medium High Low Represents ~ 1 % of post acquisitions 1 corporate EBITDA 2 (1) 2023e Adj. EBITDA plus first full year of U.S. Gas Utilities contributions in 2025e; (2) Adj. EBITDA is a non - GAAP measure; see "Non - GAAP Measures" on Page 2 hereof.

Strong growth profile driven by new customers and fuel switching • Public Service Company of North Carolina (PSNC) is a single - state, fully regulated gas utility in North Carolina serving several premier cities • Owns 13,000 miles of transmission, gathering and distribution pipelines serving >0.6MM customers • Operates in a market with a growing population and robust economic growth centered around a diversified array of sectors • N.C. passed legislation in 2021 requiring a 70% carbon emission reduction by 2030, which is driving fuel generation switching • Hydrogen blending program underway with a goal of 5% Public Service Company of North Carolina (1) Figures based on most recent rate case order on 1/21/2022 (settlement was filed in November 2021); (2) North Carolina Uti li ties Commission; (3) 2017 - 2022a 22 • Rate base growth driven by system enhancements, new customers, and pipeline integrity Asset Overview Earnings considerations Durham Raleigh Asheville Gastonia Rate Base 2022a ~CAD$2.6B Authorized ROE 1 9.6% Authorized Equity (%) 1 51.6% Authority NCUC 2 5 - year Average Annual Customer growth 2.5% 3 22

Flexible and Highly Executable Financing Plan 23 Concurrent equity issuance strengthens balance sheet and reduces funding risk; significant flexibility to fund the remaining balance over time Purchase Price Uses Near - term Sources Concurrent Equity Issuance Hybrids 1 / Bonds • Ongoing capital recycling • Dividend Reinvestment Plan • ATM Program (1) Hybrid securities receive 50% equity credit from credit rating agencies. Acquired Utility OpCo Debt $19B Additional Funding Sources Longer - term Sources 9 - 15 months to execute

Legal notice 24 Prospectus A final base shelf prospectus of Enbridge Inc. dated September 5 , 2023 containing important information relating to the securities described in this document has been filed with the securit ies regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered w ith this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should rea d t he final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, e spe cially risk factors relating to the securities described in this document, before making an investment decision. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor wil l there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prio r t o registration or qualification under the securities laws of any such jurisdiction. Forward Looking Information This presentation contains both historical and forward - looking statements within the meaning of Section 27A of the U.S. Securiti es Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward - looking informa tion, future - oriented financial information and financial outlook within the meaning of Canadian securities laws (collectively, “forward - looking statements”). Forward - looking s tatements have been included to provide potential investors with information about Enbridge and its subsidiaries and affiliat es, including management’s assessment of their future plans and operations. This information may not be appropriate for other purposes. Forward - looking statements are typically identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “likely”, “plan”, “project”, “target” a nd similar words suggesting future outcomes or statements regarding an outlook. Forward - looking statements included in this presentation include, but are not limited to, statements with respect to the following: Enbridge’s proposed acquisition of natural gas utilities and related matters (the Transaction), including the ch aracteristics, value drivers and benefits thereof on a stand - alone and pro forma basis, the financing of the Transaction, and expected regulatory and financing timelines; Enbridge’s stra teg ic plan, priorities and outlook; 2023 financial guidance and near and medium term outlooks, including pro forma and projected ea rnings per share (EPS), distributable cash flow (DCF) per share and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and expected growth thereof; exp ected dividends, dividend growth and dividend payout policy; expected supply of, demand for, exports of and prices of natural ga s; energy transition and our approach thereto; industry and market conditions; anticipated utilization of our assets; expected EBITDA; expected EPS; expected DCF and DCF per share; exp ected future cash flows; expected shareholder returns and returns on equity; expected performance of the Company’s businesses on a pro forma basis, including customer growth, system modernization and organic growth opportunities; financial strength, capacity and flexibility; financial priorities and ou tlook; expectations on sources of liquidity and sufficiency of financial resources and funding plan, including with respect t o t he Transaction; expected debt to EBITDA outlook and target range; expected costs and in service dates for announced projects, projects under construction and system expansion, optimiza tio n and modernization; capital allocation priorities; investment capacity; expected future growth and diversification, includin g p ro forma secured growth program, development opportunities and low carbon and new energies opportunities and strategy; and expected future actions of regulators and court s a nd the timing and anticipated impact thereof, including with respect to the Transaction. Although we believe these forward - looking statements are reasonable based on the information available on the date such statemen ts are made and processes used to prepare the information, such statements are not guarantees of future performance and reade rs 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 unce rtainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from th ose expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of, demand for and prices of crude oil, natural gas, na tural gas liquids, liquified natural gas and renewable energy; energy transition, including the drivers and pace thereof; glo bal economic growth and trade; anticipated utilization of our assets; exchange rates; inflation; interest rates; availability and price of labour and construction materials; the stability of our supply chain; operational reliability and performance; customer, regulatory an d stakeholder support and approvals, including with respect to the Transaction; anticipated in service dates; weather and seasonality; announced and potential acquisition, disposition and other corporate transactions and projects, and the timing and benefits thereof, including the Transaction; governmental legislation; litigation; credit ratings; hedging program ; expected EBITDA and adjusted EBITDA; expected earnings/(loss) and adjusted earnings/(loss); expected future cash flows; expected future EPS; expected future DCF and DCF pe r s hare; estimated future dividends; financial strength and flexibility, including with respect to the financing of the Transact ion ; debt and equity market conditions; general economic and competitive conditions; the ability of management to execute key priorities, including with respect to the Transaction; and t he effectiveness of various actions resulting from the Company’s strategic priorities. Our forward - looking statements are subject to risks and uncertainties pertaining to the successful execution of our strategic pr iorities; operating performance; legislative and regulatory parameters; litigation; acquisitions (including the Transaction), di spositions and other transactions and the realization of anticipated benefits therefrom; the financing of the Transaction; operational dependence on third parties; dividend policy; p roj ect approval and support; renewals of rights - of - way; weather; economic and competitive conditions; public opinion; changes in ta x laws and tax rates; exchange rates; inflation; interest rates; commodity prices; access to and cost of capital; political decisions; global geopolitical conditions; and the supply o f, demand for and prices of commodities and other alternative energy, including but not limited to, those risks and uncertaintie s d iscussed in our filings with Canadian and United States securities regulators. The impact of any one assumption, risk, uncertainty or factor on a particular forward - looking statement i s not determinable with certainty as these are interdependent and Enbridge’s future course of action depends on management’s ass essment of all information available at the relevant time. Financial outlook and future - oriented financial information contained in this presentation about prospective financial performan ce, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed cou rses of action, based on management’s assessment of the relevant information currently available and is subject to the same risk factors, limitations and qualifications as set f ort h above. The financial information included in this presentation, has been prepared by, and is the responsibility of, managem ent . The purpose of the financial outlook and future - oriented financial information provided in this presentation is to assist readers in understanding Enbridge’s expected financial resul ts following completion of the Transaction and the associated financings, and may not be appropriate for other purposes. Enbridg e a nd its management believe that such financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that prospective financial informat ion represents, to the best of management’s knowledge and opinion, Enbridge’s expected course of action. However, because this pr os pective information is highly subjective, it should not be relied on as necessarily indicative of past or future results, as the actual results may differ materially from those set for th in this presentation. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward - looking statement made in this presentation or otherwise, whether as a result of new information, future events or otherwise. All for wa rd - looking statements, whether written or oral, attributable to it or persons acting on Enbridge’s behalf, are expressly qualified in their entirety by these cautionary statements. Non - GAAP Measures This presentation makes reference to non - GAAP and other financial measures, including earnings before interest, income taxes, de preciation and amortization (EBITDA), adjusted EBITDA, adjusted earnings and adjusted earnings per share (EPS), distributable ca sh flow (DCF) and DCF per share and debt to EBITDA. Management believes the presentation of these metrics gives useful information to investors and shareholders as they pro vide increased transparency and insight into the performance of the Company. Adjusted EBITDA represents EBITDA adjusted for u nus ual, infrequent or other non - operating factors on both a consolidated and segmented basis. Management uses EBITDA and adjusted EBITDA to set targets and to assess the performa nce of the Company and its business units. Adjusted earnings represent earnings attributable to common shareholders adjusted for un usual, infrequent or other non - operating factors included in adjusted EBITDA, as well as adjustments for unusual, infrequent or other non - operating factors in respect of depreciation and amortization expense, interest expense, income taxes and non - controlling interests on a consolidated basis. Ma nagement uses adjusted earnings as another measure of the Company’s ability to generate earnings and uses EPS to assess the performance of the Company. DCF is defined as cash flow pr ovided by operating activities before the impact of changes in operating assets and liabilities (including changes in environ men tal liabilities) less distributions to non - controlling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, infrequent or o the r non - operating factors. Management also uses DCF to assess the performance of the Company and to set its dividend payout target . Debt to EBITDA is used as a liquidity measure to indicate the amount of adjusted earnings available to pay debt (as calculated on a GAAP basis) before covering interest, tax, de preciation and amortization. Reconciliations of forward - looking non - GAAP and other financial measures to comparable GAAP measures are not available due to th e challenges and impracticability of estimating certain items, particularly certain contingent liabilities and non - cash unrealiz ed derivative fair value losses and gains which are subject to market variability. Because of those challenges, reconciliations of forward - looking non - GAAP and other financial meas ures are not available without unreasonable effort. The non - GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accountin g principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be co mparable with similar measures presented by other issuers. Additional information on non - GAAP and other financial measures may be found in the Company’s earnings news re leases or in additional information on the Company’s website, www.sedarplus.com or www.sec.gov. Unless otherwise specified, all dollar amounts in this presentation are expressed in Canadian dollars, all references to “CAD $”, “dollars” or “$” are to Canadian dollars and all references to “US$” are to US dollars . Updated legal notice coming from S&C

2025e 2026e 2027e Metrics to be maintained well within management’s previously communicated target range 25 Enhances Business Risk Profile x Increased scale x Enhanced cash flow diversification x Supportive regulatory regimes Maintaining Strong Investment Grade Credit Metrics Post acquisitions Debt/EBITDA 1 (1) Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), Adjusted Earnings and Distribu tab le Cash Flow (DCF) are non - GAAP measures; see “Non - GAAP measure on page 3 hereof. • Prudent financing plan maintains leverage well within management’s 4.5 - 5.0x Debt/EBITDA 1 target range • EBITDA 1 growth supports financial flexibility over time as high quality, low - risk capital is invested Target Range: 4.5x – 5.0x Maintaining Financial Discipline x Leverage range of 4.5 - 5.0x D/EBITDA x Dividend payout ratio at 60 - 70% of DCF 1

Cover	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2023
Entity File Number	001-15254
Entity Registrant Name	ENBRIDGE INC.
Entity Central Index Key	0000895728
Entity Tax Identification Number	98-0377957
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	200
Entity Address, Address Line Two	425 - 1ST STREET S.W.
Entity Address, City or Town	CALGARY
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	T2P 3L8
City Area Code	403
Local Phone Number	231-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	ENB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false