Enbridge Income Fund Holdings Inc. Reports 2018 Third Quarter Results

CALGARY, Nov. 2, 2018 /CNW/ - Enbridge Income Fund Holdings Inc. (TSX: ENF) (ENF or the Company) today reported third quarter 2018 financial results and provided a quarterly business update.

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

• Loss of $30 million or $0.17 per common share for the third quarter and earnings of $544 million or $3.10 per common share for the nine-month period, materially impacted by a non-operating factor as a result of the adoption of a new International Financial Reporting Standards (IFRS) accounting policy in 2018
  
  
• Adjusted earnings of $113 million or $0.64 per common share for the third quarter and $337 million or $1.93 per common share for the nine months ended September 30, 2018
  
  
• Fund Group Distributable Cash Flow (DCF) of $716 million for the third quarter, up 47% compared to the third quarter of 2017
  
  
• Line 3 Replacement construction continues to progress in Canada; permitting process advancing in Minnesota and construction complete in Wisconsin
  
  
• Entered into a definitive arrangement agreement under which Enbridge Inc. (Enbridge) will acquire all of the issued and outstanding public common shares of the Company, subject to the approval of ENF shareholders and other conditions precedent

FINANCIAL RESULTS

The Company reported financial results for the three and nine months ended September 30, 2018, compared to the same periods in 2017, as summarized in the table below:

			Three months ended				Nine months ended
			September 30,				September 30,
			2018		2017		2018		2017
(millions of Canadian dollars)
Earnings/(loss)^1			(30)		68		544		(77)
Earnings/(loss) per common share^1			(0.17)		0.46		3.10		(0.56)
Adjusted earnings^2			113		77		337		221
Adjusted earnings per common share			0.64		0.52		1.93		1.60
EIPLP adjusted EBITDA^2			923		658		2,741		1,917
Fund Group DCF^2			716		488		2,085		1,411
Fund Group payout ratio							72%		86%

1	Comparative information for the three and nine months ended September 30, 2017 has been retrospectively adjusted to reflect the adoption of IFRS 9.
2	Schedules reconciling adjusted earnings, Enbridge Income Partners LP (EIPLP) adjusted earnings before interest, income taxes and depreciation and amortization (adjusted EBITDA) and DCF are available at www.enbridgeincomefund.com and as Appendices to this news release.

GAAP earnings for the third quarter of 2018 decreased by $98 million relative to the same period in 2017 due to a non-operating factor, specifically the adoption of a new IFRS accounting policy on January 1, 2018, resulting in gains and losses arising from changes in the fair value of the Company's investment in Enbridge Income Fund (the Fund) being recognized in earnings, rather than in other comprehensive income. Excluding this non-operating factor, adjusted earnings for the third quarter increased by $36 million compared to the same period in 2017 as a result of a higher number of ordinary trust units (Fund Units) of the Fund held by the Company and an increase in the Fund Unit distribution in January 2018.

EIPLP adjusted EBITDA was up by $265 million in the third quarter of 2018 relative to the prior year. Period-over-period growth was driven largely by increased tolls, higher throughput, more favourable realized foreign exchange hedge settlements on the Canadian Mainline and by incremental earnings from new projects within the Regional Oil Sands System that were brought into service in the fourth quarter 2017. Alliance Pipeline and the Fund Group's portfolio of green power assets also contributed to EBITDA growth. See EIPLP operating results for further detail.

Fund Group DCF increased as a result of the same factors noted above. The Fund Group, which collectively refers to EIPLP and its subsidiaries and investees, the Fund and Enbridge Commercial Trust, continues to expect that full year results are trending towards the upper end of the DCF guidance range of $2.45 to $2.65 billion.

The Company holds a 70.9 percent Fund Unit interest in the Fund and an approximate 21.8 percent overall economic interest in the Fund Group.

PROJECT UPDATE

The Canadian Line 3 Replacement program involves the replacement of the existing Line 3 crude oil pipeline between Hardisty, Alberta and Gretna, Manitoba. It is currently under construction with over 60% of the pipeline now laid. The U.S. Line 3 Replacement program is being executed by Enbridge Energy Partners, L.P. (EEP) and will replace the existing Line 3 Replacement program between Neche, North Dakota and Superior, Wisconsin. Construction in Wisconsin is now complete, and EEP is in the process of obtaining the appropriate permits for construction in Minnesota. EEP anticipates the receipt of such permits in time to begin construction activities in Minnesota during the first quarter of 2019. The anticipated in-service date for the project is the second half of 2019.

PROPOSED ARRANGEMENT TO ACQUIRE PUBLICLY OWNED ENF COMMON SHARES

On September 18, 2018, the Company entered into an arrangement agreement (the Agreement) under which Enbridge will acquire all of ENF's outstanding common shares not currently owned by Enbridge (the Proposed Arrangement). Under the terms of the Agreement, each ENF common share will be exchanged for 0.7350 (the Agreed Exchange Ratio) of an Enbridge common share and cash of not less than $0.45 per ENF common share (the Cash Component). The Agreed Exchange Ratio represents an increase of 9.8% relative to the unaffected ENF exchange ratio on May 16, 2018, and 11.3% inclusive of the Cash Component. This Proposed Arrangement is part of Enbridge's sponsored vehicle restructuring initiative to simplify its corporate structure.

The completion of the Proposed Arrangement is subject to certain closing conditions, including (i) the approval by 66 2/3% of the votes cast by ENF's shareholders present in person or by proxy at a special shareholders meeting (the Meeting) called to consider the Proposed Arrangement, and (ii) by a majority of the votes cast by ENF's shareholders, present in person or by proxy at the Meeting, after excluding the votes cast by Enbridge, its affiliates and certain other related parties.  The Meeting to vote on the Proposed Arrangement has been scheduled on November 6, 2018. If the Proposed Arrangement closes, as expected, before the record date for Enbridge's fourth quarter dividend, expected to be November 15, 2018, to be paid in early December, an ENF shareholder will receive, as an ENB shareholder, the ENB December Dividend and the ENF dividend to be paid in November to ENF shareholders of record on October 31, 2018.

THIRD QUARTER 2018 FINANCIAL RESULTS

For more information on the operating results of the Company, the Fund and EIPLP, please see the respective Management's Discussion and Analysis on the Company's website at http://www.enbridgeincomefund.com/Find-Shareholder-Information/Reports-and-Filings/English.aspx. The documents are also filed on SEDAR under Enbridge Income Fund Holding Inc.'s profile for the Company and under Enbridge Income Fund's profile for the Fund and EIPLP.

EIPLP OPERATING RESULTS
			Three months ended			Nine months ended
			September 30,			September 30,
			2018	2017		2018	2017
Liquids Pipelines - Average deliveries (thousands of barrels per day)
		Canadian Mainline^1	2,578	2,492		2,613	2,511
		Regional Oil Sands System^2	1,863	1,329		1,789	1,262
		Canadian Mainline International Joint Tariff (IJT) Residual Toll^3	$1.92	$1.64		$1.82	$1.58
		Canadian Mainline Effective FX Rate	$1.26	$1.07		$1.26	$1.05
Gas Pipelines - Average throughput (millions of cubic feet per day)
		Alliance Pipeline Canada	1,545	1,530		1,589	1,559
		Alliance Pipeline US	1,708	1,643		1,721	1,663
Green Power (thousands of megawatt hours produced)
		Wind Facilities	484	471		1,911	1,829
		Solar Facilities	46	51		123	126
		Waste Heat Facilities	23	22		75	72

1  Canadian Mainline average throughput volume represents deliveries ex-Gretna, Manitoba, which is made up of United States and eastern Canada deliveries originating from western Canada.

2   Volumes are for the Athabasca mainline, Athabasca Twin, Waupisoo Pipeline and Woodland Pipeline and exclude laterals on the Regional Oil Sands System.

3   US dollars per barrel.

EIPLP ADJUSTED EBITDA^1
			Three months ended			Nine months ended
			September 30,			September 30,
			2018	2017		2018	2017
(unaudited; millions of Canadian dollars)
Liquids Pipelines			805	548		2,328	1,550
Gas Pipelines			52	49		169	149
Green Power			52	48		202	184
Eliminations and Other			14	13		42	34
Adjusted EBITDA			923	658		2,741	1,917

1  Adjusted EBITDA is a non-GAAP measure that does not have any standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP). See definition within Non-GAAP Reconciliations Appendices.

EIPLP adjusted EBITDA increased by $265 million and $824 million for the three and nine months ended September 30, 2018, respectively. The key period-over-period performance drivers included:

• Higher contributions from the Canadian Mainline on a quarter-to-date and year-to-date basis in 2018 due to higher average Canadian Mainline IJT Residual Benchmark Tolls, stronger Canadian Mainline throughput as a result of capacity optimization initiatives implemented in 2017 and greater supply, and higher foreign exchange hedge rates used to record United States dollar denominated Canadian Mainline revenues.
• Growth in Regional Oil Sands on a quarter-to-date and year-to-date basis in 2018 was driven by contributions from new projects placed into service in late 2017, primarily the Wood Buffalo Extension.
• Higher contributions at Alliance Pipeline on a quarter-to-date and year-to-date basis in 2018 was due to favorable seasonal firm and interruptible revenues driven by strong demand for capacity as a result of wider AECO-Chicago basis differentials.
• Stronger contributions from the Green Power segment, which included stronger wind resources, primarily relating to the wind facilities located in Ontario.

FUND GROUP DISTRIBUTABLE CASH FLOW^1
			Three months ended			Nine months ended
			September 30,			September 30,
			2018	2017		2018	2017
(unaudited; millions of Canadian dollars)
EIPLP adjusted earnings before interest, income taxes and depreciation and amortization			923	658		2,741	1,917
		Cash distributions in excess of equity earnings^2	15	6		31	13
		Maintenance capital expenditures^3	(18)	(13)		(55)	(42)
		Interest expense^2	(108)	(101)		(326)	(294)
		Current income taxes^2	(31)	(19)		(117)	(49)
		Special interest rights distributions - IDR^4	(32)	(12)		(95)	(36)
		Other receipts of cash not recognized in revenue^5	14	17		48	45
		Other adjusting items	4	4		11	12
EIPLP DCF			767	540		2,238	1,566
		Fund and ECT interest expense, net	(19)	(18)		(56)	(59)
		ECT incentive fee	(32)	(31)		(95)	(92)
		Fund and ECT operating and administrative expense	—	(3)		(2)	(4)
Fund Group DCF			716	488		2,085	1,411
Distributions paid to Enbridge Inc.			386	325		1,158	984
Distributions paid to ENF			113	79		337	225
Fund Group distributions declared			499	404		1,495	1,209
Fund Group payout ratio						72%	86%

1	DCF is a non-GAAP measure that does not have any standardized meaning prescribed by U.S. GAAP. See definition within Non-GAAP Reconciliations Appendices.
2	These balances are presented net of adjusting items.
3	Maintenance capital expenditures are expenditures that are required for the ongoing support and maintenance of the existing pipeline system or that are necessary to maintain the service capability of the existing assets (including the replacement of components that are worn, obsolete or completing their useful lives). For the purpose of DCF, maintenance capital excludes expenditures that extend asset useful lives, increase capacities from existing levels or reduce costs to enhance revenues or provide enhancements to the service capability of the existing assets. Maintenance capital expenditures occur primarily within EIPLP's Liquids Pipelines segment.
4	Incentive Distribution Right (IDR) refers to the cash component of the Special Interest Rights (SIR) distributions. IDR distributions are declared monthly and paid in cash to holders of the SIR in the following month.
5	Consists of cash received net of revenue recognized for contracts under make-up rights and deferred revenue arrangements.

Fund Group DCF underpins the Fund Group's ability to pay distributions to holders of Fund Units, including the Company. The Fund Group's DCF increased by $228 million and $674 million for the three and nine months ended September 30, 2018, respectively. The key period-over-period performance drivers included:

• The same business performance factors as discussed in the EIPLP Adjusted EBITDA section above, as well as the net effect of the following:
• Higher cash distributions received from Alliance Pipeline; partially offset by
• Higher interest expense due to lower capitalized interest and higher levels of debt outstanding in 2018;
• Higher maintenance capital expenditures in 2018 primarily due to the timing of maintenance activities
• Higher adjusted current income taxes primarily due to an increase in adjusted earnings before income taxes in 2018; and
• Greater IDR cash distributions paid, which increase as Fund Unit distributions increase.

ENBRIDGE INCOME FUND HOLDINGS INC.
			Three months ended				Nine months ended
			September 30,				September 30,
			2018		2017		2018		2017
(unaudited; millions of Canadian dollars)
Distribution income			113		79		337		225
Dividends declared			100		76		297		215

The Company's distribution income represents substantially all of the Company's adjusted earnings and cash flows and is derived from the Fund Unit distributions paid to the Company. For the three and nine months ended September 30, 2018, distribution income increased over the comparable periods of 2017 as a result of a higher monthly Fund Unit distribution of $0.2134 per unit that commenced in January 2018 and the Company investing in additional Fund Units in December 2017.

CONFERENCE CALL

The Company will hold a joint conference call and webcast on November 2, 2018 at 9:00 a.m. Eastern Time (7:00 a.m. Mountain Time) with Enbridge Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP to provide an enterprise wide business update and review 2018 third quarter financial results. Analysts, members of the media and other interested parties can access the call toll free at [phone] or within and outside North America at [phone] using the access code of 6465399#. The call will be audio webcast live at https://edge.media-server.com/m6/p/tsy478oc. A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the website within 24 hours. The replay will be available for seven days after the call toll-free [phone] or within and outside North America at [phone] (access code 6465399#).

The conference call format will include prepared remarks from the executive team followed by a question and answer session for the analyst and investor community only. The Company's media and investor relations teams will be available after the call for any additional questions.

FORWARD-LOOKING INFORMATION
Forward-looking information, or forward-looking statements, have been included in this news release to provide information about the Company and its investee, the Fund, and the Fund's direct and indirect investments and joint ventures (collectively, the Fund Group), including management's assessment of future plans and operations of the Company and the Fund Group. 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", "likely" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this document include, but are not limited to, statements with respect to the following: 2018 guidance; expected or target DCF; cash flows; financial strength and flexibility; expected performance of the Fund Group's businesses; construction and in-service dates of projects; expected capital expenditures; safety and reliability of pipeline systems; regulatory and customer approvals, including with respect to the Line 3 Replacement project and the expansion of the Alliance Pipeline System; impact of the Arrangement and Enbridge's sponsored vehicle restructuring initiative, including the consummation thereof; shareholder returns; future dividends and distributions by the Company and the Fund; and dividend increases.

Although the Company and the Fund Group believe 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: expected supply of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for the Fund Group's projects; government legislation; anticipated construction and in-service dates; weather; the impact of the dividend policy on the Company's or the Fund Group's future cash flows; capital project funding; the Fund Group's credit ratings; EBITDA or adjusted EBITDA; earnings/(loss) or adjusted earnings/(loss); earnings/(loss) per share; future cash flows and future DCF;  dividends or distributions; and the satisfaction of all conditions to the Arrangement and receipt of all necessary approvals.. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL 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 Fund Group's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Company and the Fund Group operate and may impact levels of demand for the Fund Group's services and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to earnings/(loss), adjusted EBITDA, DCF and associated per share amounts or estimated dividends or distributions. The most relevant assumptions associated with forward-looking statements on announced projects and projects under construction, including completion dates and capital expenditures include the following: availability and price of labor and construction materials; effects of inflation and foreign exchange rates on labor and material costs; effects of interest rates on borrowing costs; and the impact of weather and customer, government and regulatory approvals on construction and in-service schedules and cost recovery regimes.

The Company's and the Fund Group's forward-looking statements are subject to risks and uncertainties pertaining to future dividends, DCF guidance, operating performance, regulatory parameters, the closing of the Arrangement and other merger transactions as part of Enbridge's sponsored vehicle restructuring initiative, project approval and support, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in this news release and in the Company's and the Fund Group's other filings with Canadian 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 the Company's or the Fund Group'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, the Company and the Fund Group assume 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 the Company or the Fund Group or persons acting on the Company's or the Fund Group's behalf, are expressly qualified in their entirety by these cautionary statements.

ABOUT ENBRIDGE INCOME FUND HOLDINGS INC.
Enbridge Income Fund Holdings Inc., through its investment in the Fund, indirectly holds high quality, low-risk energy infrastructure assets. The Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the United States segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the United States, and interests in more than 1,400 megawatts of renewable and alternative power generation assets. Enbridge Income Fund Holdings Inc. is a publicly traded corporation on the Toronto stock exchange under the symbol ENF; information about the Company is available on the Company's website at www.enbridgeincomefund.com.

None of the information contained in, or connected to, the Company's website is incorporated in or otherwise forms part of this news release.

NON-GAAP RECONCILATIONS APPENDICES

This news release contains references to adjusted earnings, adjusted EBITDA and DCF. Adjusted earnings represent the Company's earnings adjusted for non-operating factors. Adjusted EBITDA represents EIPLP earnings before interest, income taxes and depreciation and amortization (EBITDA), adjusted for unusual, non-recurring or non-operating factors on both a consolidated and segmented basis. These factors, referred to as adjusting items, are reconciled and discussed in the financial results sections of this news release and in these appendices.

Fund Group DCF consists of adjusted EBITDA further adjusted for non-cash items, representing cash flow from the Fund Group's underlying businesses, less deductions for maintenance capital expenditures, interest expense, and applicable taxes and further adjusted for unusual, non-recurring or non-operating factors not indicative of the underlying or sustainable cash flows of the business. DCF is important to unitholders as the Fund Group's objective is to provide a predictable flow of distributions to unitholders. DCF represents the Fund Group's cash available to fund distributions to unitholders, as well as for debt repayments and reserves.

Management believes the presentation of adjusted earnings, adjusted EBITDA and DCF are useful to investors and unitholders as they provide increased transparency and insight into the performance of the Company and the Fund Group. Management uses adjusted earnings, adjusted EBITDA and DCF to set targets, including the distribution payout target, and to assess the performance of the Company and the Fund Group. Adjusted earnings, adjusted EBITDA and DCF are not measures that have standardized meanings prescribed by U.S. GAAP and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers.

The table below provides a reconciliation of the GAAP and non-GAAP measures.

APPENDIX A ENBRIDGE INCOME PARTNERS LP EBITDA to Adjusted EBITDA
			Three months ended				Nine months ended
			September 30,				September 30,
			2018		2017		2018		2017
(unaudited; millions of Canadian dollars)
Liquids Pipelines			1,018		890		1,848		2,321
Gas Pipelines			53		51		171		156
Green Power			53		49		185		188
Eliminations and Other			4		(12)		47		(17)
Earnings before interest, income taxes and depreciation
		and amortization	1,128		978		2,251		2,648
Adjusting items:
		Changes in unrealized derivative fair value (gain)/loss^1	(215)		(346)		342		(791)
		Asset write-down loss	—		—		108		—
		Equity investment asset impairment	—		—		22		—
		Unrealized (gain)/loss on translation of United States dollar intercompany loan receivable	10		25		(5)		51
		Lease termination costs	—		—		23		—
		Leak remediation costs	—		3		—		15
		Leak insurance recoveries	—		(2)		—		(6)
Adjusted earnings before interest, income taxes and depreciation and amortization			923		658		2,741		1,917

1  Changes in unrealized derivative fair value gains and losses are presented net of amounts realized on the settlement of derivative contracts during the applicable period.

APPENDIX B ENBRIDGE INCOME FUND HOLDINGS INC. Earnings/(Loss) to Adjusted Earnings
		Three months ended				Nine months ended
		September 30,				September 30,
		2018		2017		2018		2017
(millions of Canadian dollars)
Earnings/(loss)^1		(30)		68		544		(77)
Adjusting items:
	Unrealized fair value change in investment, net of tax^2	143		9		(207)		298
Adjusted earnings		113		77		337		221

1	Comparative information for the three and nine months ended September 30, 2017 has been retrospectively adjusted to reflect the adoption of IFRS 9.
2	Represents unrealized fair value changes arising from the fair value of our investment in the Fund, which is referenced to our common share price. Effective January 1, 2018, ENF adopted IFRS 9 Financial Instruments on a retrospective basis, resulting in the unrealized fair value change being recognized in earnings, rather than in other comprehensive income.

APPENDIX C FUND GROUP Cash Provided by Operating Activities to DCF
			Three months ended				Nine months ended
			September 30,				September 30,
			2018		2017		2018		2017
(unaudited; millions of Canadian dollars)
EIPLP cash provided by operating activities			879		516		2,455		1,697
Adjusted for changes in operating assets and liabilities			(117)		1		(188)		(139)
			762		517		2,267		1,558
Maintenance capital expenditures^1			(18)		(13)		(55)		(42)
Significant adjusting items:
		Special interest rights distributions - IDR^2	(32)		(12)		(95)		(36)
		Other receipts of cash not recognized in revenue^3	14		18		48		45
		Lease termination costs	—		—		23		—
		Leak remediation costs	—		3		—		15
		Leak insurance recoveries	—		(2)		—		(6)
		Other adjusting items	41		29		50		32
EIPLP DCF			767		540		2,238		1,566
		Fund and ECT interest expense, net	(19)		(18)		(56)		(59)
		ECT incentive fee	(32)		(31)		(95)		(92)
		Fund and ECT operating and administrative expense	—		(3)		(2)		(4)
Fund Group DCF			716		488		2,085		1,411

1	Maintenance capital expenditures are expenditures that are required for the ongoing support and maintenance of the existing pipeline system or that are necessary to maintain the service capability of the existing assets (including the replacement of components that are worn, obsolete or completing their useful lives). For the purpose of DCF, maintenance capital excludes expenditures that extend asset useful lives, increase capacities from existing levels or reduce costs to enhance revenues or provide enhancements to the service capability of the existing assets. Maintenance capital expenditures occur primarily within EIPLP's Liquids Pipelines segment.
2	IDR refers to the cash component of the SIR distributions. IDR distributions are declared monthly and paid in cash to holders of the SIR in the following month.
3	Consists of cash received net of revenue recognized for contracts under make-up rights and similar deferred revenue arrangements.

SOURCE Enbridge Income Fund Holdings Inc.