Obligation Enbridge Energy 3.5% ( US29250NAH89 ) en USD

Enbridge Energy

100 % ▲

Canada

US29250NAH89 ( en USD )

3.5% par an ( paiement semestriel )

10/06/2024 - Obligation échue

Prospectus brochure de l'obligation Enbridge US29250NAH89 en USD 3.5%, échue

2 000 USD

500 000 000 USD

29250NAH8

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 US29250NAH89, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2024

L'Obligation émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NAH89, 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 US29250NAH89, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
SUPPL 1 a2220357zsuppl.htm SUPPL
Use these links to rapidly review the document
TABLE OF CONTENTS Prospectus Supplement
Filed pursuant to General Instruction II.L. of Form F-10;
File No. 333-189157.
Prospectus Supplement
May 28, 2014
(To Prospectus Dated June 6, 2013)
US$1,500,000,000
US$500,000,000 3.500% Senior Notes due 2024
US$500,000,000 4.500% Senior Notes due 2044
US$500,000,000 Floating Rate Senior Notes due 2017
We are offering US$500,000,000 aggregate principal amount of 3.500% Senior Notes due 2024 (the "2024 Fixed Rate Notes"), US$500,000,000 aggregate principal amount of
4.500% Senior Notes due 2044 (the "2044 Fixed Rate Notes" and, together with the 2024 Fixed Rate Notes, the "Fixed Rate Notes"), and US$500,000,000 aggregate principal amount of
Floating Rate Senior Notes due 2017 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "notes"). The 2024 Fixed Rate Notes will mature on June 10, 2024, the 2044
Fixed Rate Notes will mature on June 10, 2044, and the Floating Rate Notes will mature on June 2, 2017. The 2024 Fixed Rate Notes will bear interest at the rate of 3.500% per year,
payable semi-annual y in arrears on June 10 and December 10 of each year, beginning on December 10, 2014. The 2044 Fixed Rate Notes will bear interest at the rate of 4.500% per year,
payable semi-annual y in arrears on June 10 and December 10 of each year, beginning on December 10, 2014. The Floating Rate Notes will bear interest at an annual rate equal to
three-month LIBOR plus 0.45%, payable quarterly in arrears on March 2, June 2, September 2 and December 2 of each year, beginning on September 2, 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 any series of the notes in whole, at any time, if certain changes affecting Canadian withholding taxes occur. 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. 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 2024 Fixed
Per 2044 Fixed
Per Floating

Rate Note

Total

Rate Note

Total

Rate Note

Total

1 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Public
offering
price

99.65600% US$
498,280,000
99.49300% US$
497,465,000 100.00000% US$
500,000,000
Underwriting
commission
0.64350% US$
3,217,500
0.86625% US$
4,331,250
0.39600% US$
1,980,000
Proceeds to
us (before
expenses)
99.01250% US$
495,062,500
98.62675% US$
493,133,750 99.60400% US$
498,020,000
Interest on the notes will accrue from June 4, 2014.
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 June 4, 2014.
Joint Book-Running Managers
Citigroup

Deutsche Bank Securities

HSBC

DNB Markets
BNP PARIBAS
Mitsubishi UFJ Securities

Mizuho Securities

Wells Fargo Securities
Co-Managers
SMBC Nikko

RBS

Credit Agricole CIB

US Bancorp
2 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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.
S-2
3 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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-28
Underwriting
S-31
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 Ratio

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
Agent for Service of Process in Canada

23
Purchasers' Statutory Rights

23
We expect that delivery of the notes will be made against payment therefor on or about June 4, 2014, 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."
4 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
S-3
5 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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 May 27, 2014, the inverse of this rate was US$0.9200 per $1.00.

Three Months Ended
Year Ended December 31,

March 31, 2014

2013

2012

2011

Low

US
$0.8888 0.9348 0.9599 0.9430
High

US
$0.9422 1.0164 1.0299 1.0583
Period
End

US
$0.9047 0.9402 1.0051 0.9833
Average

US
$0.9064 0.9710 1.0004 1.0111
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, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. 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 and "Risk Factors" in this prospectus supplement and the prospectus.
S-4
6 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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, 2013 and 2012,
included as an exhibit to the Corporation's Form 40-F for the year ended December 31, 2013, filed with the SEC on
February 14, 2014, and the auditors' report thereon filed in the amended Form 40-F on May 7, 2014;
·
Management's discussion and analysis of financial condition and results of operations for the year ended December 31,
2013, included as an exhibit to the Corporation's Form 40-F for the year ended December 31, 2013, filed with the SEC on
February 14, 2014;
·
Consolidated comparative interim unaudited financial statements of the Corporation for the three month period ended
March 31, 2014, filed on Form 6-K with the SEC on May 7, 2014;
·
Management's discussion and analysis of financial condition and results of operations for the three month period ended
March 31, 2014, filed on Form 6-K with the SEC on May 7, 2014;
·
Management Information Circular of the Corporation dated March 4, 2014 relating to the annual meeting of shareholders
held on May 7, 2014, filed on Form 6-K with the SEC on March 27, 2014; and
·
Annual Information Form of the Corporation, dated February 13, 2014, for the fiscal year ended December 31, 2013,
included as an exhibit to the Corporation's Form 40-F for the year ended December 31, 2013, filed with the SEC on
February 14, 2014.
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 (and amendment thereto) 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 material
fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it
was made. Any statement so modified or superseded shall
S-5
7 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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.
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).
S-6
8 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
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 fue
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:

2013

2012

2011(1)

Revenues Earnings
Revenues
Earnings
Revenues Earnings

Liquids
Pipelines

7% 96%
10% 119%
7% 62%
Gas
Distribution

8% 29%
10%
34%
10% (11)%
Gas Pipelines, Processing and
Energy
Services

62% (14)%
54% (78)%
50% 37%
Sponsored
Investments

23% 60%
26%
46%
33% 33%
Corporate

-- (71)%
-- (21)%
-- (21)%
(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 year ended December 31, 2011.
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.

S-7
9 of 65
5/30/2014 3:42 PM

http://www.sec.gov/Archives/edgar/data/895728/000104746914005253/...
Table of Contents
The Offering

Issuer
Enbridge Inc.

Securities Offered
US$500,000,000 aggregate principal amount of 3.500% Senior Notes due 2024 (the "2024 Fixed Rate
Notes").

US$500,000,000 aggregate principal amount of 4.500% Senior Notes due 2044 (the "2044 Fixed Rate
Notes" and, together with the 2024 Fixed Rate Notes, the "Fixed Rate Notes").

US$500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2017 (the "Floating
Rate Notes" and, together with the Fixed Rate Notes, the "notes").

Maturity Date
The 2024 Fixed Rate Notes will mature on June 10, 2024, the 2044 Fixed Rate Notes will mature on
June 10, 2044, and the Floating Rate Notes will mature on June 2, 2017.

Interest
The 2024 Fixed Rate Notes will bear interest at the rate of 3.500% per year, payable semi-annually on
June 10 and December 10 of each year, beginning on December 10, 2014. The 2044 Fixed Rate Notes
will bear interest at the rate of 4.500% per year, payable semi-annually on June 10 and December 10 o
each year, beginning on December 10, 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 0.45%,
payable quarterly in arrears on March 2, June 2, September 2, and December 2 of each year, beginning
on September 2, 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 subsidiaries, 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.

S-8
10 of 65
5/30/2014 3:42 PM