Obligation Enbridge Energy 4% ( US29250NAF24 ) en USD

Enbridge Energy

100 % ⇌

Canada

US29250NAF24 ( en USD )

4% par an ( paiement semestriel )

01/10/2023 - Obligation échue

Prospectus brochure de l'obligation Enbridge US29250NAF24 en USD 4%, échue

2 000 USD

800 000 000 USD

29250NAF2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Enbridge est une société énergétique nord-américaine spécialisée dans le transport et le stockage de pétrole brut et de gaz naturel, ainsi que dans la production d'énergie renouvelable.

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NAF24, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2023

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NAF24, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NAF24, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2216821zsuppl.htm SUPPL
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TABLE OF CONTENTS Prospectus Supplement
Filed pursuant to General Instruction II.L. of Form F-10;
File No. 333-189157.
Prospectus Supplement
September 25, 2013
(To Prospectus Dated June 6, 2013)
US$1,150,000,000
Enbridge Inc.
US$800,000,000 4.000% Senior Notes due 2023
US$350,000,000 Floating Rate Senior Notes due 2016
We are offering US$800,000,000 aggregate principal amount of 4.000% Senior Notes due 2023 (the "Fixed Rate Notes") and US$350,000,000 aggregate principal amount of Floating Rate Notes due 2016 (the "Floating
Rate Notes" and, together with the Fixed Rate Notes, the "notes"). The Fixed Rate Notes will mature on October 1, 2023, and the Floating Rate Notes will mature on October 1, 2016. The Fixed Rate Notes will bear interest at
the rate of 4.000% per year, payable semi-annual y in arrears on April 1 and October 1 of each year, beginning on April 1, 2014. The Floating Rate Notes will bear interest at an annual rate equal to three-month LIBOR plus
0.65%, payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on January 1, 2014.
We may redeem some or all of the Fixed Rate Notes at any time at the applicable redemption prices and subject to the conditions described under "Description of the Notes--Optional Redemption". We may also redeem
either series of the notes in whole, at any time, if certain changes affecting Canadian withholding taxes occur. The notes wil be our direct, unsecured and unsubordinated obligations and will rank equally with all of our existing
and future unsecured and unsubordinated debt. See "Description of the Notes--General".
This offering is made by a foreign issuer that is permitted, under a multi-jurisdictional disclosure system adopted by the United States of America (the "United States"), to prepare this prospectus
supplement and the accompanying prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the
United States. The financial statements incorporated herein have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are subject to
Canadian and United States auditing and auditor independence standards.
Prospective investors should be aware that the acquisition of the notes may have tax consequences both in the United States and Canada. Such tax consequences for investors who are resident in,
or citizens of, the United States may not be described fully in this prospectus supplement or in the accompanying prospectus. You should read the tax discussion under "Material Income Tax
Considerations" in this prospectus supplement.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated and organized under the laws of Canada,
that most of our officers and directors are residents of Canada, that some of the experts named in this prospectus supplement or the accompanying prospectus are residents of Canada, and that all or a
substantial portion of our assets and said persons are located outside the United States.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus supplement.

Per Fixed Rate Note
Total
Per Floating Rate Note

Total

Public
offering
price

99.001% US$
792,008,000
100.000% US$
350,000,000
Underwriting
commission

0.650% US$
5,200,000
0.400% US$
1,400,000
Proceeds
to
us
(before
expenses)

98.351% US$
786,808,000
99.600% US$
348,600,000
Interest on the notes will accrue from October 2, 2013.
Neither the Securities and Exchange Commission ("SEC") nor any state securities regulator has approved or disapproved these securities, or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to the purchasers in book-entry form through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme, on or about October 2, 2013.
Fixed Rate Notes
Joint Book-Running Managers
J.P. Morgan

BofA Merrill Lynch

Deutsche Bank Securities

Morgan Stanley
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Citigroup

HSBC

Co-Managers
UBS Investment Bank

Wells Fargo Securities

BNP PARIBAS

RBS

SOCIETE GENERALE
Mizuho Securities
SMBC Nikko
DNB Markets
Mitsubishi UFJ Securities

Credit Agricole CIB

US Bancorp
Floating Rate Notes
Joint Book-Running Managers

J.P. Morgan

Citigroup

HSBC

BofA Merrill Lynch

Deutsche Bank Securities

Morgan Stanley

Co-Managers
UBS Investment Bank

Wells Fargo Securities

BNP PARIBAS

RBS

SOCIETE GENERALE
Mizuho Securities
SMBC Nikko
DNB Markets
Mitsubishi UFJ Securities

Credit Agricole CIB

US Bancorp
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering. The second part, the
base shelf prospectus, gives more general information, some of which may not apply to the notes we are offering. The accompanying base shelf prospectus dated June 6,
2013, is referred to as the "prospectus" in this prospectus supplement.
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus and in any
related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for
any other information that others may give you. We are not making an offer of the notes in any jurisdiction where the offer is not permitted. You should bear
in mind that although the information contained in, or incorporated by reference in this prospectus supplement or the accompanying prospectus is intended to
be accurate as of the date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of
additional documents deemed by law to be or otherwise incorporated by reference into this prospectus supplement or the accompanying prospectus and by any
subsequently filed prospectus amendments.
If the description of the notes varies between this prospectus supplement and the prospectus, you should rely on the information in this prospectus
supplement.
In this prospectus supplement, all capitalized terms and acronyms used and not otherwise defined herein have the meanings provided in the prospectus. In this
prospectus supplement, the prospectus and any document incorporated by reference, unless otherwise specified or the context otherwise requires, all dollar amounts are
expressed in Canadian dollars or "$". "U.S. dollars" or "US$" means lawful currency of the United States. Unless otherwise indicated, all financial information
included in this prospectus supplement, the prospectus and any document incorporated by reference is determined using U.S. GAAP. "U.S. GAAP" means generally
accepted accounting principles in the United States. Except as set forth under "Description of Notes" and unless otherwise specified or the context otherwise requires,
all references in this prospectus supplement, the prospectus and any document incorporated by reference to "Enbridge", the "Corporation", "we", "us" and "our" mean
Enbridge Inc. and its subsidiaries, partnership interests and joint venture investments.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Exchange Rate Data

S-4
Special Note Regarding Forward-Looking Statements

S-4
Documents Incorporated by Reference

S-5
Summary

S-7
Risk Factors
S-10
Selected Consolidated Financial Information
S-13
Consolidated Capitalization
S-15
Use of Proceeds
S-16
Pro Forma Earnings Coverage Ratio
S-17
Description of the Notes
S-18
Material Income Tax Considerations
S-27
Underwriting
S-30
Legal Matters
S-36
Experts
S-36
Prospectus

Page
About This Prospectus

1
Documents Incorporated by Reference

2
Certain Available Information

3
Special Note Regarding Forward-Looking Statements

3
The Corporation

5
Use of Proceeds

5
Earnings Coverage Ratios

5
Description of Debt Securities

6
Description of Share Capital
20
Certain Income Tax Considerations
21
Plan of Distribution
21
Risk Factors
22
Legal Matters
22
Experts
22
Documents Filed as Part of the Registration Statement

22
Enforcement of Civil Liabilities
22
Purchasers' Statutory Rights
23
We expect that delivery of the notes will be made against payment therefor on or about October 2, 2013, which will be the fifth business day following the date of
pricing of the notes (such settlement cycle being herein referred to as "T+5"). You should note that trading of the notes on the date hereof or the next succeeding business
day may be affected by the T+5 settlement cycle. See "Underwriting."
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EXCHANGE RATE DATA
The following table sets forth certain exchange rates based on the noon rate in Toronto, Ontario as reported by the Bank of Canada. Such rates are set forth as
U.S. dollars per $1.00 and are the inverse of rates quoted by the Bank of Canada for Canadian dollars per US$1.00. On September 24, 2013, the inverse of this rate was
US$0.9713 per $1.00.

Six Months Ended
Year Ended December 31,

June 30, 2013

2012

2011

2010

Low

US
$0.9495 0.9599 0.9430 0.9278
High

US
$1.0164 1.0299 1.0583 1.0054
Period
End

US
$0.9513 1.0051 0.9833 1.0054
Average

US
$0.9844 1.0004 1.0111 0.9709
Source: Bank of Canada web site.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains both historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. This information may not be appropriate for other purposes.
Forward-looking statements are typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and
similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this
prospectus supplement include, but are not limited to, statements with respect to: expected earnings or adjusted earnings; expected earnings or adjusted earnings per
share; expected costs related to projects under construction; expected in-service dates for projects under construction; expected tariffs for pipelines; expected capital
expenditures; and estimated future dividends.
Although we believe that these forward-looking statements are reasonable based on the information available on the date these statements are made and processes
used to prepare the information, these 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 these statements. For more information on forward-looking
statements, the assumptions underlying them, and the risks and uncertainties affecting them, see "Special Note Regarding Forward-Looking Statements" in
the prospectus.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Corporation, filed with the various securities commissions or similar regulatory authorities in each of the provinces and territories
of Canada and with the SEC, are specifically incorporated by reference in, and form an integral part of, this prospectus supplement and the accompanying prospectus:
·
Consolidated comparative financial statements of the Corporation for the years ended December 31, 2012 and 2011 and the auditors' report thereon,
included as an exhibit to the Corporation's Form 40-F for the year ended December 31, 2012, filed with the SEC on February 15, 2013;
·
Management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2012, included as an exhibit to
the Corporation's Form 40-F for the year ended December 31, 2012, filed with the SEC on February 15, 2013;
·
Consolidated comparative interim unaudited financial statements of the Corporation for the three and six month periods ended June 30, 2013, filed on
Form 6-K with the SEC on August 1, 2013;
·
Management's discussion and analysis of financial condition and results of operations for the three and six month periods ended June 30, 2013, filed on
Form 6-K with the SEC on August 1, 2013;
·
Management Information Circular of the Corporation dated March 5, 2013 relating to the annual meeting of shareholders held on May 8, 2013, filed on
Form 6-K with the SEC on April 2, 2013; and
·
Annual Information Form of the Corporation, dated February 14, 2013, for the fiscal year ended December 31, 2012, included as an exhibit to the
Corporation's Form 40-F for the year ended December 31, 2012, filed with the SEC on February 15, 2013.
Any documents of the type referred to above, and material change reports (excluding confidential material change reports) subsequently filed by the Corporation
with the various securities commissions or similar regulatory authorities in each of the provinces of Canada after the date of this prospectus supplement and prior to the
termination of any offering of Securities shall be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus. These
documents are available through the internet on the System for Electronic Document Analysis and Retrieval ("SEDAR") which can be accessed at www.sedar.com. In
addition, any similar documents filed on Form 6-K or Form 40-F by the Corporation with the SEC after the date of this prospectus supplement shall be deemed to be
incorporated by reference into this prospectus supplement and the accompanying prospectus and the registration statement of which this prospectus supplement and the
accompanying prospectus form a part, if and to the extent expressly provided in such report. The Corporation's reports on Form 6-K and its annual report on Form 40-F
are available on the SEC's website at www.sec.gov.
Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.
The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when
made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a
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material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
In addition, any template version of any other marketing materials filed with the securities commission or similar authority in each of the provinces of Canada in
connection with this Offering after the date hereof but prior to the termination of the distribution of the securities under this prospectus supplement is deemed to be
incorporated by reference herein and in the prospectus.
The term sheet dated September 25, 2013 prepared in connection with this offering (the "Term Sheet") is not a part of this Prospectus Supplement to the extent that
the contents of the Term Sheet have been modified or superseded by a statement contained in this prospectus supplement.
Copies of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in
such documents) may be obtained on request without charge from the Corporate Secretary of Enbridge Inc., Suite 3000, 425 1st Street S.W., Calgary, Alberta, Canada
T2P 3L8 (telephone (403) 231-3900).
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and may not
contain all of the information that you should consider before investing in the notes. You should read this entire prospectus supplement and the accompanying
prospectus carefully.
The Corporation
Enbridge is a North American leader in delivering energy. As a transporter of energy, Enbridge operates, in Canada and the United States, the world's longest
crude oil and liquids transportation system. The Corporation also has a significant involvement in the natural gas transmission and midstream businesses. As a
distributor of energy, Enbridge owns and operates Canada's largest natural gas distribution company and provides distribution services in Ontario, Quebec,
New Brunswick and New York State. As a clean energy generator, Enbridge is expanding its interests in renewable and green energy technologies, including wind and
solar energy, and hybrid fuel cells. Enbridge employs approximately 10,000 people, primarily in Canada and the United States.
The Corporation's activities are carried out through five business segments, Liquids Pipelines; Gas Distribution; Gas Pipelines, Processing and Energy Services;
Sponsored Investments; and Corporate. Each business segment's contribution to earnings and revenues is as follows:

2012(2)

2011(1)(2)

2010(1)(2)

Revenues Earnings
Revenues Earnings
Revenues Earnings

Liquids
Pipelines

10% 117%
7% 59%
8% 55%
Gas
Distribution

10% 34%
10% (11%)
11% 16%
Gas
Pipelines,
Processing
and
Energy
Services

54% (76%)
50% 40%
45% 14%
Sponsored
Investments

26% 47%
33% 33%
36%
11%
Corporate

-- (21%)
-- (21%)
--
4%
(1)
Comparative figures presented above have been restated to correspond to the Company's consolidated financial statements prepared in
accordance with U.S. GAAP for the years ended December 31, 2011 and 2010.
(2)
Revenues and earnings for these periods have been revised. See note 2 to the June 30, 2013 consolidated financial statements of the
Corporation.
The Corporation was incorporated on April 13, 1970 under the Companies Act of the Northwest Territories and was continued under the Canada Business
Corporations Act on December 15, 1987. The registered office and principal place of business of the Corporation are at Suite 3000, 425 - 1st Street S.W., Calgary,
Alberta, T2P 3L8.

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The Offering

Issuer
Enbridge Inc.

Securities Offered
US$800 million aggregate principal amount of 4.000% Senior Notes due 2023 (the "Fixed Rate Notes").

US$350 million aggregate principal amount of Floating Rate Notes due 2016 (the "Floating Rate Notes" and, together with the
Fixed Rate Notes, the "notes").

Maturity Date
The Fixed Rate Notes will mature on October 1, 2023 and the Floating Rate Notes will mature on October 1, 2016.

Interest
The Fixed Rate Notes will bear interest at the rate of 4.000% per year, payable semi-annually on April 1 and October 1 of each
year, beginning on October 1, 2014. Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year of twelve
30-day months.

The Floating Rate Notes will bear interest at an annual rate equal to three-month LIBOR plus 0.65%, payable quarterly in arrears
on January 1, April 1, July 1, and October 1 of each year, beginning on January 1, 2014. Interest on the Floating Rate Notes will be
computed on the basis of the actual number of days in the interest period divided by 360.

Ranking
The notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all of our existing and future
unsecured and unsubordinated debt. Our business operations are conducted substantially through our subsidiaries and through
partnerships and joint ventures. The notes will be structurally subordinated to all existing and future liabilities of those subsidiarie
partnerships and joint ventures. See "Description of the Notes--General" in this prospectus supplement and "Description of Debt
Securities--Ranking and Other Indebtedness" in the accompanying prospectus.

Optional Redemption
We may redeem some or all of the Fixed Rate Notes at any time. If the redemption date is more than three months prior to the
maturity date of the Fixed Rate Notes, the redemption price will equal the "make-whole" price described in this prospectus
supplement under "Description of the Notes--Optional Redemption", plus accrued and unpaid interest to the redemption date. If the
redemption date is on or after the date that is three months prior to the maturity date of the Fixed Rate Notes, then the redemption
price will equal 100% of the principal amount of the Fixed Rate Notes being redeemed, plus accrued and unpaid interest to the
redemption date.

Change in Tax Redemption
We may redeem either series of the notes in whole, but not in part, at the redemption price described in the prospectus at any time i
the event certain changes affecting Canadian withholding taxes occur. See "Description of Debt Securities--Redemption--Tax
Redemption" in the accompanying prospectus.

Sinking Fund
The notes will not be entitled to the benefits of a sinking fund.

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Use of Proceeds

We estimate that the net proceeds of the offering of the notes, after deducting underwriting commissions and the estimated expenses
of the offering, will be approximately US$1,135,108,000. We intend to use the net proceeds from this offering for capital
expenditures and for general corporate purposes. See "Use of Proceeds" in this prospectus supplement.

Additional Amounts
Any payments made by us with respect to the notes of a series will be made without withholding or deduction for Canadian taxes
unless required to be withheld or deducted by law or by the interpretation or administration thereof. If we are so required to
withhold or deduct for Canadian taxes with respect to a payment to the holders of notes of a series, we will pay the additional
amounts necessary so that the net amounts received by the holders of such notes after such withholding or deduction is not less than
the amounts that such holders would have received in the absence of the withholding or deduction. See "Description of Debt
Securities--Payment of Additional Amounts" in the accompanying prospectus.

Form
The notes will be represented by fully registered global notes deposited in book-entry form with, or on behalf of, The Depository
Trust Company, and registered in the name of its nominee. See "Description of the Notes--Book-Entry System" in this prospectus
supplement. Except as described under "Description of the Notes" in this prospectus supplement and "Description of Debt
Securities" in the accompanying prospectus, notes in certificated form will not be issued.

Governing Law
The notes and the indenture governing the notes will be governed by the laws of the State of New York.

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