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How ENB rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

33%

of sentences unchanged

Added

678

new sentences

Dropped

687

sentences removed

Length

−2,394

words, now 61,070

New in FY2025

This section of our Annual Report on Form 10-K discusses 2025 and 2024 items and year-over-year comparisons between 2025 and 2024.
For discussion of 2023 items and year-over-year comparisons between 2024 and 2023, refer to Part II.
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024.
RECENT DEVELOPMENTS LIQUIDS PIPELINES INVESTMENT Mainline System Capital Investment In 2025, we announced plans to invest up to US$1.3 billion in our Mainline System through 2028.
These investments are expected to earn a return through the Mainline Tolling Settlement and will be focused on extending the service life of the underlying assets, as well as further enhancing reliability and efficiency given continuing demands on the system.
NONCONTROLLING INTEREST INVESTMENT BC Pipeline System On July 2, 2025, Stonlasec8 Indigenous Investments Limited Partnership (the First Nations Partnership), an entity representing 38 First Nations in British Columbia (BC), invested approximately $736 million in our Westcoast Energy Inc.
As at December 31, 2025, we own 87.53% of the BC Pipeline system, which is included in our Gas Transmission segment, and continue to manage and operate the pipeline system.
The First Nations Partnership owns the remaining 12.47% interest.
GAS TRANSMISSION RATE PROCEEDINGS Algonquin Algonquin Gas Transmission, LLC (Algonquin) filed a rate case on May 30, 2024 and a settlement in principle was reached with customers in December 2024.
A Stipulation and Agreement was approved by the Federal Energy Regulatory Commission (FERC) on April 25, 2025 with rates effective December 1, 2024.
Maritimes & Northeast Maritimes & Northeast (M&N) United States (US) filed a rate case on May 30, 2024 and a settlement in principle was reached with customers in December 2024.
A Stipulation and Agreement was approved by the FERC on April 25, 2025 with rates effective January 1, 2025.
The toll settlement agreement for M&N Canada expired in December 2025.
M&N Canada reached a toll settlement with shippers for the effective period from January 1, 2026 to December 31, 2027.
On December 15, 2025, M&N Canada filed the 2026–2027 toll settlement agreement with the Canada Energy Regulator (CER) for review and approval.
A CER decision is expected in the first quarter of 2026.
East Tennessee East Tennessee Natural Gas, LLC (East Tennessee) filed a rate case on April 29, 2025.
On May 29, 2025, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures.
In compliance with the order, East Tennessee made a filing to implement the rates to be effective November 1, 2025, subject to refund.
Settlement discussions with shippers commenced in the third quarter of 2025.
(Vector) filed a rate case on May 30, 2025.
On June 30, 2025, the FERC issued an order accepting and suspending tariff records filed in this rate case, and establishing hearing procedures.
In compliance with the order, Vector placed the proposed rates into effect on July 1, 2025.
Additionally, on July 1, 2025, the chief administrative law judge issued an order consolidating Vector’s outstanding review of rates initiated by the FERC in 2024 with Vector’s May 30, 2025 rate case filing.
In February 2026, Vector reached a settlement in principle with all active participants that resolves all issues in the consolidated rate case, which will be filed for FERC approval in the first half of 2026.
If approved, settlement rates will be effective April 1, 2026.
GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS Enbridge Gas Ontario In October 2022, Enbridge Gas Inc.
(Enbridge Gas Ontario) filed its application with the Ontario Energy Board (OEB) to establish a 2024–2028 Incentive Regulation (IR) rate setting framework: • Phase 1 of the application established 2024 base rates on a cost-of-service basis. • Phase 2 established a price cap incentive rate-setting (Price Cap IR) mechanism for 2025–2028. • Phase 3 addresses cost allocation and the harmonization of rates, rate classes and services.
Completion of Phase 3 is expected in 2026.
Phase 1 In December 2023, the OEB issued its decision on Phase 1.
Enbridge Gas Ontario continues to appeal through Ontario courts the OEB's Phase 1 findings on depreciation, equity thickness and undepreciated capital, with hearing dates scheduled in 2026.
Phase 2 Through a November 2024 decision on the Phase 2 partial settlement proposal, and a May 2025 decision on outstanding issues, the OEB approved a Price Cap IR mechanism for 2025–2028 rates.
The mechanism includes an earnings sharing mechanism which requires earnings in excess of 100 basis points over the allowed return on equity (ROE) to be shared equally with customers, and 90% of any earnings in excess of 300 basis points over the allowed ROE.
Rates effective January 1, 2025 and January 1, 2026, were set using the approved Price Cap IR mechanism.
Generic Cost of Capital Proceeding In March 2025, the OEB released its decision in the generic cost of capital proceeding.
The OEB determined that Enbridge Gas Ontario's equity thickness would remain at 38% as approved in the Phase 1 decision.
The OEB also revised the formula for calculating ROE by reducing flotation costs by 25 basis points.
The new formula will be applicable to Enbridge Gas Ontario at its next rebasing expected in 2029.
Until then, rates will continue to reflect the 2024 ROE of 9.21%.
Enbridge Gas Ohio In October 2023, Enbridge Gas Ohio filed its first base rates application with the Ohio Commission since 2007, proposing a base rate annual revenue increase to be effective January 2025.

and 638 more.

Gone since FY2024

This section of our Annual Report on Form 10-K discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.
For discussion of 2022 items and year-over-year comparisons between 2023 and 2022, refer to Part II.
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023.
RECENT DEVELOPMENTS MAINLINE TOLLING AGREEMENT The Mainline Tolling Settlement (MTS) is a negotiated settlement with a term of seven and a half years through the end of 2028 that covers both the Canadian and US portions of the Mainline, except for Lines 8 and 9 which are tolled on a separate basis.
(Enbridge) filed an application with the Canadian Energy Regulator (CER) for approval of the MTS on December 15, 2023 and the CER issued an order on March 4, 2024 approving Enbridge’s application as filed.
Business - Business Segments - Liquids Pipelines - Tolling Framework for detailed terms of the MTS.
ACQUISITIONS US Gas Utilities On September 5, 2023, Enbridge entered into three separate definitive agreements with Dominion Energy, Inc. to acquire The East Ohio Gas Company (EOG), Questar Gas Company (Questar) and its related Wexpro companies (Wexpro), and Public Service Company of North Carolina, Incorporated (PSNC) (together, the Acquisitions).
On September 30, 2024, we acquired all of the membership interests of Fall North Carolina Holdco LLC, which owns 100% of PSNC, for cash consideration of $2.7 billion (US$2.0 billion) (the PSNC Acquisition).
PSNC is a public utility primarily engaged in the purchase, sale, transportation and distribution of natural gas to residential, commercial and industrial customers in North Carolina.
PSNC operates under rates approved by the North Carolina Utilities Commission (North Carolina Commission).
On May 31, 2024, we acquired all of the membership interests of Fall West Holdco LLC which owns 100% of Questar and Wexpro for cash consideration of $4.1 billion (US$3.0 billion) (the Questar Acquisition).
The Utah Public Service Commission (Utah Commission), the Wyoming Public Service Commission (Wyoming Commission), and the Idaho Public Utilities Commission (Idaho Commission) have granted Questar the necessary regulatory approvals to serve these areas.
On March 6, 2024, we acquired all of the outstanding shares of capital stock of EOG for cash consideration of $5.8 billion (US$4.3 billion) (the EOG Acquisition).
EOG is a public natural gas utility providing distribution, storage and transmission services to residential, commercial and industrial customers in Ohio and is regulated by the Public Utilities Commission of Ohio (Ohio Commission).
The Acquisitions further diversify, and are complementary to, our existing gas distribution operations.
Joint Venture with WhiteWater/I Squared and MPLX On May 29, 2024, we formed a joint venture (the Whistler Parent JV) with WhiteWater/I Squared Capital (WhiteWater/I Squared) and MPLX LP (MPLX) that will develop, construct, own and operate natural gas pipeline and storage assets connecting Permian Basin natural gas supply to growing liquefied natural gas (LNG) and other US Gulf Coast demand.
The Whistler Parent JV is owned by WhiteWater/I Squared (50.6%), MPLX (30.4%) and Enbridge (19.0%) and owns the following assets: • a 100% interest in the Whistler Pipeline, a 450-mile intrastate pipeline transporting natural gas from the Waha Header in the Permian Basin to Agua Dulce, Texas; • a 100% interest in the Rio Bravo Pipeline project, two new parallel 137-mile pipelines transporting natural gas from the Agua Dulce supply area to NextDecade's Rio Grande LNG project in Brownsville, Texas; • a 70% interest in the ADCC Pipeline, a new 40-mile pipeline which was placed into service in July 2024 and is designed to transport 1.7 billion cubic feet per day (bcf/d) of natural gas from the terminus of the Whistler Pipeline in Agua Dulce, Texas to Cheniere's Corpus Christi LNG export facility; and • a 50% interest in Waha Gas Storage, a 2.0 bcf gas storage cavern facility connecting to key Permian egress pipelines including the Whistler Pipeline.
This interest is subject to certain redemption rights held by Whitewater/I Squared and MPLX.
Additional capital expenditures to complete the Rio Bravo Pipeline project will be proportionate to our economic interest.
Acquisition of Renewable Natural Gas (RNG) Facilities On January 2, 2024, through a wholly-owned US subsidiary, we acquired six Morrow Renewables operating landfill gas-to-RNG production facilities (Tomorrow RNG) located in Texas and Arkansas for total consideration of $1.3 billion (US$1.0 billion), of which $584 million (US$439 million) was paid at close and an additional deferred consideration is payable within two years with a fair value of $757 million (US$568 million).
ASSET MONETIZATION Disposition of Alliance Pipeline and Aux Sable Interests On April 1, 2024, we closed the sale of our 50.0% interest in the Alliance Pipeline, our interest in Aux Sable (including a 42.7% interest in Aux Sable Midstream LLC and Aux Sable Liquid Products L.P., and a 50.0% interest in Aux Sable Canada LP) and our interest in NRGreen Power Limited Partnership (NRGreen) to Pembina Pipeline Corporation (Pembina) for $3.1 billion, including $327 million of non-recourse debt.
GAS TRANSMISSION RATE PROCEEDINGS Texas Eastern In May 2024, Texas Eastern Transmission, LP (Texas Eastern) reached a negotiated settlement with customers to increase rates starting October 1, 2024 with additional increases on January 1, 2026.
Texas Eastern filed a Stipulation and Agreement with the Federal Energy Regulatory Commission (FERC) on June 3, 2024 and received approval on July 31, 2024 from the FERC of its uncontested settlement with customers.
Algonquin Algonquin Gas Transmission, LLC (Algonquin) filed a rate case on May 30, 2024.
On June 28, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures.
In December 2024, Algonquin reached a settlement in principle with customers which will be filed for FERC approval in the first quarter 2025.
If approved, rates will be effective December 1, 2024.
Maritimes & Northeast Pipeline Maritimes & Northeast Pipeline (M&N) US filed a rate case on May 30, 2024.
On June 27, 2024, the FERC issued an order accepting and suspending tariff records, subject to refund, conditions, and establishing hearing procedures.
In December 2024, M&N US reached a settlement in principle with customers which will be filed for FERC approval in the first quarter 2025.
If approved, rates will be effective January 1, 2025.
GAS DISTRIBUTION AND STORAGE RATE APPLICATIONS Incentive Regulation Rate Application In October 2022, Enbridge Gas Inc.
(Enbridge Gas Ontario) filed its application with the Ontario Energy Board (OEB) to establish a 2024 through 2028 Incentive Regulation (IR) rate setting framework.
The application initially sought approval in two phases to establish 2024 base rates (Phase 1) on a cost-of-service basis and to establish a price cap rate setting mechanism (Phase 2) to be used for the remainder of the IR term (2025-2028).
A third phase (Phase 3) has been established with the OEB as part of the Phase 1 Partial Settlement Proposal (Phase 1 Settlement).
Phase 3 will address cost allocation and the harmonization of rates and rate classes between legacy rate zones, and is anticipated to be completed in 2025.
In August 2023, the OEB approved the Phase 1 Settlement and in December 2023, the OEB issued its Decision and Order on the remaining unsettled items in Phase 1 (Phase 1 Decision).
These decisions include the following findings or orders: • energy transition risk requires us to carry out a risk assessment to consider further risk mitigation measures in three areas: system access and expansion capital spending, system renewal capital spending and depreciation policy; • all new small volume customers wishing to connect to natural gas are to pay their full connection costs as an upfront charge (the revenue horizon was set to zero years), rather than through rates over time effective January 2025; • approval of a harmonized depreciation methodology that reduced the amount of depreciation sought and adjusted asset lives including extensions of service life for certain asset classes; • the removal of $84 million of undepreciated integration capital costs from 2024 rate base; and • an increase in equity thickness from 36% to 38% effective 2024.
Enbridge Gas Ontario filed a Notice of Appeal with the Ontario Divisional Court in January 2024 regarding various aspects of the Phase 1 Decision and subsequently filed an amended Notice of Appeal in December 2024 (Amended Appeal).
The Amended Appeal focused on two aspects of the Phase 1 Decision: asset class average useful lives for depreciation purposes, and equity thickness.

and 647 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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