ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 CONSOLIDATED TOTAL FOR PENSION PLANS ENBRIDGE GAS DISTRIBUTION INC.

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1 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 CONSOLIDATED TOTAL FOR PENSION PLANS ENBRIDGE GAS DISTRIBUTION INC. January 25, 2013

2 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS CONTENTS 1. Report Highlights Basis of Valuation Actuarial certification...7 Appendix A: Disclosure Information Appendix B: Estimated Net Periodic Benefit Cost Information Appendix C: Plan Assets Appendix D: Actuarial Assumptions Appendix E: Actuarial Methods Appendix F: RPP Disclosure Information By Employer Appendix G: Employer Certification MERCER i \\caclg11fp04.mercer.com\clg_data\data\client\penvaln\enbridge\current\fas2012\reports\egd us gaap report 2012 final.doc

3 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS 1 Report Highlights Mercer has prepared this report for Enbridge Gas Distribution Inc. and it s subsidiary companies ( EGD ) to (i) present actuarial estimates of liabilities as at December 31, 2012 for the following plans: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates (the RPP ), Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates (the SERP ), Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. (the SSERP ) to incorporate, as EGD deems appropriate, in its financial statements under US accounting standards, and to (ii) provide an actuarial estimate of the net periodic benefit cost for the fiscal year ending December 31, The RPP has a defined contribution component as well as a defined benefit component. The results presented in this report consider both components of the RPP. The RPP is funded by contributions from EGD unless it elects to use a funding excess to meet annual contribution requirements. Pension benefits payable from the defined benefit component are based on length of service and final average earnings and are partially indexed for inflation after retirement. The SERP and the SSERP are closed plans, funded by contributions from EGD as necessary. Pension benefits are based on length of service and final average earnings and are partially indexed for inflation after retirement. There are no longer any active members in the SSERP. All figures in this report are expressed in Canadian dollars unless otherwise stated. Section 3 of this report provides further explanation as to the purposes and limitations of this report. MERCER 1

4 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS Summary of Results Below are highlight of the results as at December 31, 2012 compared to the corresponding figures as at December 31, Fiscal year ending December 31, 2012 Fiscal year ending December 31, 2011 Net periodic benefit cost 40,509,200 20,743,800 Benefit obligation 902,891, ,983,800 Fair value of plan assets 779,499, ,822,600 Funded status (123,392,200) (108,161,200) Composite discount rate at year-end for all plans Composite expected rate of return on assets at year-end for all plans 4.30% 4.50% 6.64% 6.88% The net periodic benefit cost for the fiscal year ending December 31, 2012 includes no charges/credits due to special events. The estimated net periodic benefit cost for the fiscal year ending December 31, 2013 is $41,043,000. Please note that the actual net periodic benefit cost for the fiscal year ending December 31, 2013 may be substantially different from the estimate and may be revised if assets and/or liabilities are remeasured during the year due to a significant event and/or cash flows are updated. We have not been notified by Enbridge nor are we aware of any events subsequent to December 31, 2012, which in our opinion would have a material impact on the results of the valuation. Changes In Plan Provisions There were no changes in plan provisions since the pevious reporting period. MERCER 2

5 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS Changes In Actuarial Assumptions The actuarial assumptions changed since the last actuarial valuation as at December 31, Details are shown in Appendix D. The approach used for setting the assumptions is similar to the prior year. Changes In Actuarial Methods There have been no changes to the actuarial methods or accounting policies since the prior valuation. To our knowledge there have been no other changes since the prior valuation that will affect the valuation results. Details of the disclosure information are shown in Appendix A. The estimated net periodic benefit cost information are shown in Appendix B. Details of plan assets are shown in Appendix C. Please refer to the remainder of the report for more information about these summary numbers. MERCER 3

6 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS 2 Basis of Valuation Plan Data To prepare this report Mercer has used and relied on financial data submitted as at the measurement date by the CIBC Mellon without further audit. Customarily, this information would not be verified by a plan s actuary. We have reviewed the information for internal consistency and we have no reason to doubt its substantial accuracy. Mercer has also used and relied on participant data as described in the statutory funding valuations as at December 31, 2010 and December 31, 2011 as supplied by the Enbridge. The membership data is summarized in Appendix E of the following report effective December 31, 2011 (the Funding Report ) and Appendix of the following presentation: The Report on the Actuarial Valuation for Funding Purposes as at December 31, 2011 of the Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates; and The EGD RPP, SERP and SSERP Preliminary Valuation Results As Of December 31, 2011 dated April 4, 2012 Enbridge is responsible for ensuring that such participant data provides an accurate description of all persons who are participants under the terms of the plan or otherwise entitled to benefits that is sufficiently comprehensive and accurate for the purposes of this report. If the data supplied are not sufficiently comprehensive and accurate for the purposes of this report, the valuation results may differ significantly from the results that would be obtained with such data; this may require a later revision of this report. We have applied tests for internal consistency, as well as for consistency with the data used for the previous valuation. These tests were applied to membership reconciliation, basic information (date of birth, date of hire, date of membership, gender, etc.), pensionable earnings, credited service, contributions accumulated with interest and pensions to retirees and other members entitled to a deferred pension. Contributions, lump sum payments and pensions to retirees were compared with corresponding amounts reported in financial statements. The results of these tests were satisfactory. MERCER 4

7 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS Actuarial Assumptions To prepare the valuation report, assumptions are used in a forward looking financial and demographic model to present a single scenario from a wide range of possibilities; the results based on that single scenario are included in the valuation. The future is uncertain and the plan s actual experience will differ from those assumptions; these differences may be significant or material because these results are very sensitive to the assumptions made and, in some cases, to the interaction between the assumptions. Different assumptions or scenarios within the range of possibilities may also be reasonable and results based on those assumptions would be different. As a result of the uncertainty inherent in a forward looking projection over a very long period of time, no one projection is uniquely 'correct' and many alternative projections of the future could also be regarded as reasonable. Two different actuaries could, quite reasonably, arrive at different results based on the same data and different views of the future. A 'sensitivity analysis' shows the degree to which results would be different if you substitute alternative assumptions within the range of possibilities for those utilized in this report. We have not been engaged to perform such a sensitivity analysis and thus the results of such an analysis are not included in this report. At the client's request, Mercer is available to perform sensitivity or scenario analysis. Assumptions may also be changed from one valuation to the next because of changes in mandated requirements, plan experience, changes in expectations about the future and other factors. A change in assumptions is not an indication that prior assumptions were unreasonable when made. Actuarial Methods A valuation report is only a snapshot of a plan s estimated financial condition at a particular point in time; it does not predict the plan s future financial condition or its ability to pay benefits in the future and does not provide any guarantee of future financial soundness of the plan. Over time, a plan s total cost will depend on a number of factors, including the amount of benefits the plan pays, the number of people paid benefits, the period of time over which benefits are paid, plan expenses and the amount earned on any assets invested to pay benefits. These amounts and other variables are uncertain and unknowable at the valuation date. Because modelling all aspects of a situation is not possible or practical, we may use summary information, estimates, or simplifications of estimates to facilitate the modelling of future events in an efficient and cost-effective manner. We may also exclude factors or data that, if MERCER 5

8 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS used, in our judgment, would not have significantly affected our results. Use of such simplifying techniques does not, in our judgment, affect the reasonableness of valuation results for the plan. Valuations do not affect the ultimate cost of the plan, only the timing of when benefit costs are recognized. Cost recognition occurs over time. If the costs recognized over a period of years are lower or higher than necessary, for whatever reason, normal and expected practice is to adjust future expense levels with a view to recognizing the entire cost of the plan over time. As instructed, Mercer has prepared the accounting disclosures in this report based on Enbridge s accounting policies. A summary of the actuarial methods, accounting policies and valuation procedures is provided in Appendix E. Plan Provisions Mercer has used and relied on the plan documents, including amendments, and interpretations of plan provisions, supplied by Management as summarized in the Funding Report for the RPP and Appendix F of the following reports: The Report on the Actuarial Valuation for Funding Purposes of the Supplementary Executive Retirement Plan of Enbridge Gas Distribution and Affiliates, effective December 31, 2010; and The Report on the Actuarial Valuation for Funding Purposes of the Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc., effective December 31, Enbridge is solely responsible for the validity, accuracy and comprehensiveness of this information. If any plan provisions supplied are not accurate and complete, the valuation results may differ significantly from the results that would be obtained with accurate and complete information. Moreover, plan documents may be subject to different interpretations, each of which could be reasonable, and the results under each of the different interpretations could vary. MERCER 6

9 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS 3 Actuarial Certification Mercer has prepared this report exclusively for Enbridge; subject to this limitation, Enbridge may direct that this report be provided to its auditors in connection with the audit of its financial statements. Mercer is not responsible for use of this report by any other party. The only purposes of this report are to present actuarial estimates of liabilities as at December 31, 2012 for the following plans: Pension Plan for Employees of Enbridge and Affiliates, Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates, Supplementary Senior Executive Retirement Plan of Enbridge for Enbridge to incorporate, as Enbridge deems appropriate, in its financial statements under US accounting standards, and to provide an actuarial estimate of the net periodic benefit cost for the fiscal year ending December 31, This report may not be used for any other purpose. Mercer is not responsible for the consequences of any unauthorized use. Its content may not be modified, incorporated into or used in other material, sold or otherwise provided, in whole or in part, to any other person or entity, without Mercer s permission. This report was prepared in accordance with generally accepted actuarial principles and procedures. The actuarial assumptions were selected by Enbridge. We express no opinion about the reasonableness of the assumptions used. All parts of this report, including any documents incorporated by reference, are integral to understanding and explaining its contents; no part may be taken out of context, used or relied upon without reference to the report as a whole. Decisions about benefit changes, granting new benefits, investment policy, funding policy, benefit security and/or benefit-related issues should not be made solely on the basis of this valuation, but only after careful consideration of alternative economic, financial, demographic and societal factors, including financial scenarios that assume future sustained investment losses. MERCER 7

10 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS Enbridge is ultimately responsible for selecting the plan s accounting policies, methods and assumptions. This information is referenced or described in section 2 of this report. Enbridge is solely responsible for communicating to Mercer any changes required to those policies, methods and assumptions. Enbridge is solely responsible for selecting the plan s investment policies, asset allocations and individual investments. The Mercer actuaries who prepared this report have not provided any investment advice to the Enbridge. This report is based on our understanding of applicable law and regulations as at the valuation date. Mercer is not an accountant or auditor and is not responsible for the interpretation of, or compliance with, accounting standards; citations to, and descriptions of accounting standards provided in this report are for reference purposes only. Mercer is not engaged in the practice of law. This report does not constitute and is not a substitute for legal advice. Enbridge should notify Mercer promptly after receipt of this valuation report if Enbridge disagrees with anything contained herein or is aware of any information that would affect the results of this report that has not been communicated to Mercer or incorporated therein. The valuation report will be deemed final and acceptable to Enbridge unless Enbridge promptly provides such notice to Mercer. MERCER 8

11 ASC 715 (US GAAP) ACTUARIAL VALUATION REPORT AS AT DECEMBER 31, 2012 ENBRIDGE GAS DISTRIBUTION INC. CONSOLIDATED TOTAL FOR PENSION PLANS Professional Qualifications I am available to answer any questions on the material contained in this report, or to provide explanations or further details as may be appropriate. I meet the Qualification Standards of the American Academy of Actuaries to render the actuarial opinion contained in this report. I am not aware of any direct or material indirect financial interest or relationship, including investments or other services that could create a conflict of interest, that would impair the objectivity of this work. Danielle Neville FSA, EA January 25, 2013 Date Mercer 222-3rd Avenue SW, Suite 1200 Calgary, AB T2P 0B4 Phone: MERCER 9

12 APPENDIX A Disclosure Information Plan Name: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. All Plans Fiscal year ending on 12/31/ /31/ /31/ /31/ /31/ /31/ /31/ /31/2011 A. Change in benefit obligation 1. Benefit obligation at beginning of year 827,074, ,638,500 15,068,700 13,033,200 5,840,600 5,909, ,983, ,580, Service cost 21,745,100 16,710, ,745,100 16,710, Interest cost 36,482,900 37,897, , , , ,000 37,390,700 38,937, Employee contributions 14, , Plan amendments Plan curtailments Plan settlements Special termination benefits a. Benefits paid from the plan (35,388,000) (31,546,800) (919,600) (909,600) (440,200) (493,100) (36,747,800) (32,949,500) b. Direct benefit payments Medicare subsidies received Expenses paid Taxes paid Premiums paid Net transfer in/(out) (including the effect of any business combinations/divestitures) Plan combinations Actuarial loss (gain) 32,603, ,374, ,700 2,226,700 (855,700) 103,700 32,505, ,704, Exchange rate changes Benefit obligation at end of year 882,532, ,074,500 15,563,700 15,068,700 4,795,600 5,840, ,891, ,983,800 B. Change in plan assets 1. Fair value of plan assets at beginning of year 716,523, ,983,900 15,535,500 15,431,600 7,763,700 7,975, ,822, ,390, Actual return on plan assets 59,123,400 14,431, , , , ,500 59,855,100 15,158, a. Employer contributions to plan 15,808,300 (1,345,400) 746, , ,555,200 (777,600) b. Employer direct benefit payments Employee contributions 14, , Plan settlements a. Benefits paid from the plan (35,388,000) (31,546,800) (919,600) (909,600) (440,200) (493,100) (36,747,800) (32,949,500) b. Direct benefit payments Medicare subsidies received Expenses paid Taxes paid Premiums paid Acquisitions / divestitures Plan combinations Adjustments Exchange rate changes Fair value of plan assets at end of year 756,081, ,523,400 15,697,400 15,535,500 7,720,600 7,763, ,499, ,822,600

13 Plan Name: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. Fiscal year ending on 12/31/ /31/ /31/ /31/ /31/ /31/ /31/ /31/2011 C. Reconciliation of funded status 1. Fair value of plan assets 756,081, ,523,400 15,697,400 15,535,500 7,720,600 7,763, ,499, ,822, Benefit obligations 882,532, ,074,500 15,563,700 15,068,700 4,795,600 5,840, ,891, ,983, Funded status (plan assets less benefit obligations) (126,450,900) (110,551,100) 133, ,800 2,925,000 1,923,100 (123,392,200) (108,161,200) 4. Contributions and distributions made by company from measurement date to fiscal year end 5. Net amount [asset (obligation)] recognized in statement of financial position (126,450,900) (110,551,100) 133, ,800 2,925,000 1,923,100 (123,392,200) (108,161,200) All Plans D. Amounts recognized on the consolidated balance sheet position consists of 1. Noncurrent assets , ,800 2,925,000 1,923,100 3,058,700 2,389, Current liabilities Noncurrent liabilities (126,450,900) (110,551,100) (126,450,900) (110,551,100) 4. Net amount [asset (obligation)] recognized in statement of financial position (126,450,900) (110,551,100) 133, ,800 2,925,000 1,923,100 (123,392,200) (108,161,200) E. Reconciliation of amounts recognized in statement of financial position 1. Initial net asset(obligation) Prior service credit (cost) (1,212,900) (2,432,500) - (38,200) - - (1,212,900) (2,470,700) 3. Net gain (loss) (364,191,300) (369,407,200) (5,400,000) (5,366,700) (618,100) (1,693,600) (370,209,400) (376,467,500) 4. Accumulated other comprehensive income (loss) (365,404,200) (371,839,700) (5,400,000) (5,404,900) (618,100) (1,693,600) (371,422,300) (378,938,200) 5. Accumulated contributions in excess of net periodic benefit cost 238,953, ,288,600 5,533,700 5,871,700 3,543,100 3,616, ,030, ,777, Net amount [surplus (deficit)] recognized in statement of financial position (126,450,900) (110,551,100) 133, ,800 2,925,000 1,923,100 (123,392,200) (108,161,200) F. Components of net periodic benefit cost 1. Service cost - Defined Benefit 21,745,100 16,710, ,745,100 16,710, Service cost - Defined Contribution 1,207,100 1,345, ,207,100 1,345, Interest cost 36,482,900 37,897, , , , ,000 37,390,700 38,937, Expected return on plan assets (49,606,000) (52,091,000) (492,900) (556,100) (239,900) (279,500) (50,338,800) (52,926,600) 5. Amortization of initial net obligation (asset) Amortization of prior service cost 1,219,600 1,219,600 38,200 51, ,257,800 1,270, Amortization of net (gain) loss 28,302,000 14,886, , ,700 62,600 57,800 29,247,300 15,406, Curtailment (gain) / loss recognized Settlement (gain) / loss recognized Special termination benefit recognized Net periodic benefit cost 39,350,700 19,969,500 1,084, ,000 73,600 99,300 40,509,200 20,743,800 G. Changes recognized in other comprehensive income Changes in plan assets and benefit obligations recognized in other comprehensive income 1. New prior service cost Net loss (gain) arising during the year 23,086, ,033, ,000 2,337,100 (1,012,900) 101,700 22,989, ,472, Effect of exchange rates on amounts included in AOCI Amounts recognized as a component of net periodic benefit cost 4. Amortization, settlement or curtailment recognition of net transition asset (obligation) Amortization or curtailment recognition of prior service credit (cost) (1,219,600) (1,219,600) (38,200) (51,000) - - (1,257,800) (1,270,600) 6. Amortization or settlement recognition of net gain (loss) (28,302,000) (14,886,900) (882,700) (461,700) (62,600) (57,800) (29,247,300) (15,406,400) 7. Total recognized in other comprehensive loss (income) (6,435,500) 144,927,000 (4,900) 1,824,400 (1,075,500) 43,900 (7,515,900) 146,795, Total recognized in net periodic benefit and other comprehensive loss (income) 31,708, ,551,100 1,080,000 2,499,400 (1,001,900) 143,200 31,786, ,193,700

14 Supplementary Senior Executive Plan Name: Pension Plan for Employees of Enbridge Supplemental Executive Retirement Plan Retirement Plan of Enbridge Gas Gas Distribution Inc. and Affiliates of Enbridge Gas Distribution and Affiliates Distribution Inc. All Plans Fiscal year ending on 12/31/ /31/ /31/ /31/ /31/ /31/ /31/ /31/2011 Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year 9. Initial net asset (obligation) Prior service credit (cost) (1,212,900) - - (1,212,900) 11. Net gain (loss) (26,868,300) (778,500) - (27,646,800) (28,081,200) (778,500) - (28,859,700) H. Weighted-average assumptions to determine benefit obligations 1. Discount rate 4.30% 4.50% 4.30% 4.50% 4.30% 4.50% 4.30% 4.50% 2. Rate of compensation increase 3.50% 3.50% 3.50% 3.50% Not applicable Not applicable 3.50% 3.50% 3. Measurement date 31-Dec Dec Dec Dec Dec Dec Dec Dec-2011 I. Assumptions to determine net cost 1. Discount rate 4.50% 5.70% 4.50% 5.70% 4.50% 5.70% 4.50% 5.70% 2. Expected return on assets 7.00% 7.25% 3.20% 3.63% 3.20% 3.63% 6.64% 6.88% 3. Rate of compensation increase 3.50% 3.50% 3.50% 3.50% 3.50% 3.50% 3.50% 3.50% J. Additional year-end information Required information for all defined benefit plans 1. Accumulated benefit obligation 835,302, ,857,700 15,563,700 14,933,000 4,795,600 5,840, ,661, ,631,300 Sensitivity to key assumptions for pension plans 2. Sensitivity to key assumptions a. Half a percent decrease in expected return on assets i. Effect on pension expense 3,543,000 39,000 19,000 3,601,000 ii. Effect on year-end benefit obligation b. Half a percent decrease in discount rate i. Effect on pension expense 6,795, ,000 (1,000) 6,919,000 ii. Effect on year-end benefit obligation 62,450, , ,000 63,432,000 c. Half a percent decrease in rate of salary increase i. Effect on pension expense (888,000) (17,000) - (905,000) ii. Effect on year-end benefit obligation (8,428,000) (62,000) - (8,490,000) K. L. Additional year-end information for plans with accumulated benefit obligations in excess of plan assets 1. Projected benefit obligation 882,532, ,074, ,532, ,074, Accumulated benefit obligation 835,302, ,857, ,302, ,857, Fair value of plan assets 756,081, ,523, ,081, ,523,400 Additional year-end information for plans with projected benefit obligations in excess of plan assets 1. Projected benefit obligation 882,532, ,074, ,532, ,074, Fair value of plan assets 756,081, ,523, ,081, ,523,400

15 Plan Name: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. Fiscal year ending on 12/31/ /31/ /31/ /31/ /31/ /31/ /31/ /31/2011 M. Cash flows 1. Projected company contributions for FYE 31-Dec-2013 : 43,255, ,800-43,886, Dec-2014 : 43,875, ,900-44,062, Dec-2015 : 44,516, ,100-44,695, Dec-2016 : 45,180, ,100-45,359, Dec-2017 : 45,867, ,867, Dec-2018 : 21,033, ,033, Dec-2019 : 21,769, ,769, Dec-2020 : 22,531, ,531, Dec-2021 : 23,320, ,320, Dec-2022 : 24,136, ,136, Expected benefit payments for FYE 31-Dec-2013 : 36,346, , ,400 37,725, Dec-2014 : 38,499, , ,000 39,895, Dec-2015 : 40,495, , ,600 41,908, Dec-2016 : 42,432, , ,300 43,863, Dec-2017 : 44,383, , ,000 45,832,300 Next five years 250,765,400 5,088,800 2,428, ,282,400 All Plans N. Accumulated contributions in excess of net periodic benefit cost 1. Amount as of beginning of year 261,288, ,258,100 5,871,700 5,978,900 3,616,700 3,716, ,777, ,953, Net periodic pension (cost) income for fiscal year (38,143,600) (18,624,100) (1,084,900) (675,000) (73,600) (99,300) (39,302,100) (19,398,400) 3. Employer contributions made in fiscal year (excludes contributions made between measurement year end and fiscal year end) 15,808,300 (1,345,400) 746, , ,555,200 (777,600) 4. Benefits paid directly by company in the fiscal year (excludes contributions made between measurement year end and fiscal year end) FAS 88 (expense) income Other gain / (loss) recognized Plan combinations Adjustment to match local books Exchange rate adjustment Preliminary amount as of end of year 238,953, ,288,600 5,533,700 5,871,700 3,543,100 3,616, ,030, ,777, Contributions and direct benefit payments made between measurement date and fiscal year end Amount as of end of year 238,953, ,288,600 5,533,700 5,871,700 3,543,100 3,616, ,030, ,777,000 O. Reconciliation of prior service cost (credit) 1. Amount as disclosed as of prior year end 2,432,500 3,652,100 38,200 89, ,470,700 3,741,300 Amounts recognized as a component of net periodic benefit cost 2. Amortization (1,219,600) (1,219,600) (38,200) (51,000) - - (1,257,800) (1,270,600) 3. Effect of curtailment Total amount recognized as a component of net periodic benefit cost (1,219,600) (1,219,600) (38,200) (51,000) - - (1,257,800) (1,270,600) Changes in plan assets and benefit obligations recognized in other comprehensive income 5. Plan amendments Other changes (adjustment to accumulated comprehensive income, retained earnings) 6. Plan combinations Difference between prior year end and beginning of current year Total amount recognized as other change in accumulated other comprehensive income Exchange rate adjustment Amount at end of year 1,212,900 2,432,500-38, ,212,900 2,470,700

16 Plan Name: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. Fiscal year ending on 12/31/ /31/ /31/ /31/ /31/ /31/ /31/ /31/2011 P. Reconciliation of net (gain) loss 1. Amount as disclosed as of prior year end 369,407, ,260,600 5,366,700 3,491,300 1,693,600 1,649, ,467, ,401,600 Amounts recognized as a component of net periodic benefit cost 2. Amortization (28,302,000) (14,886,900) (882,700) (461,700) (62,600) (57,800) (29,247,300) (15,406,400) 3. Effect of settlement Total amount recognized as a component of net periodic benefit cost (28,302,000) (14,886,900) (882,700) (461,700) (62,600) (57,800) (29,247,300) (15,406,400) Changes in plan assets and benefit obligations recognized in other comprehensive income 5. Liability experience 32,603, ,374, ,700 2,226,700 (855,700) 103,700 32,505, ,704, Asset experience (9,517,400) 37,659, , ,400 (157,200) (2,000) (9,516,300) 37,767, Effect of curtailment Extraordinary event that adjusts assets Total amount recognized as a change in plan assets and benefit obligations 23,086, ,033, ,000 2,337,100 (1,012,900) 101,700 22,989, ,472,300 Other changes (adjustment to accumulated comprehensive income, retained earnings) 10. Plan combinations Adjustment to match local books Difference between prior year end and beginning of current year Difference between calculated year-end gain/loss and amount using events that occurred during the year Total amount recognized as other change in accumulated other comprehensive income Exchange rate adjustment Amount at end of year 364,191, ,407,200 5,400,000 5,366, ,100 1,693, ,209, ,467,500 All Plans Q. Composition of asset balance for supplemental plans 1. Market value of RCA invested assets as per CIBC Mellon statement 8,213,900 7,951,500 5,150,700 5,257,300 13,364,600 13,208, Estimated value of Refundable Tax Account (RTA) 7,483,500 7,584,000 2,569,900 2,506,400 10,053,400 10,090, Market value of assets for disclosure 15,697,400 15,535,500 7,720,600 7,763,700 23,418,000 23,299,200

17 APPENDIX B Estimated Net Periodic Benefit Cost Information Plan Name: Pension Plan for Employees of Enbridge Gas Distribution Inc. and Affiliates Supplemental Executive Retirement Plan of Enbridge Gas Distribution and Affiliates Supplementary Senior Executive Retirement Plan of Enbridge Gas Distribution Inc. DC Component of EGD RPP All Plans Fiscal year ending on 12/31/ /31/ /31/ /31/2013 A. Components of projected net periodic benefit cost 1. Service cost 24,926, ,249,300 26,176, Interest cost 37,167, , ,600-38,013, Expected return on plan assets (51,268,700) (497,500) (239,900) - (52,006,100) 4. Amortization of initial net obligation (asset) Amortization of prior service cost 1,212, ,212, Amortization of net (gain) loss 26,868, , ,646, Curtailment (gain) / loss recognized Settlement (gain) / loss recognized Special termination benefit recognized Net periodic benefit cost 38,906, ,200 (43,300) 1,249,300 41,043,000 E. Weighted-average assumptions to determine net cost 1. Discount rate 4.30% 4.30% 4.30% Not applicable 4.30% 2. Expected return on assets 6.75% 3.20% 3.20% Not applicable 6.60% 3. Salary scale 3.50% 3.50% Not applicable Not applicable 3.72%

18 APPENDIX C Plan Assets Plan assets have been taken at their fair value as provided by the Entity on January 17, Description of basis used to determine overall expected long-term rate of return assumption: To develop the expected long-term rate of return on assets assumption, Enbridge considered the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. This resulted in the selection of the 7.00%, 3.20% and 3.20% assumptions for the RPP, SERP and SSERP respectively. Method for determining market-related value of assets: The asset valuation method is the fair market value.

19 APPENDIX D Actuarial Assumptions We have used actuarial assumptions selected by Enbridge. The principal financial and demographic assumptions used at December 31, 2012 and December 31, 2011 are shown in the table below. The assumptions as at the reporting date are used to determine the present value of the benefit obligation at that date and the net periodic benefit cost for the following year. Discount rate 4.30% per year for year-end disclosure December 31, % per year for year-end disclosure Decmeber 31, 2011 and 2012 expense determination 5.70% for 2011 expense determination Expected long-term rate of return on assets 7.00% per year for the 2012 expense determination 7.25% per year for the 2011 expense determination Increases in pensionable earnings 3.50% per year Increases in the YMPE Increases in maximum pension permitted under the Income Tax Act Inflation Mortality Withdrawal Expenses Retirement age for active members Percentage with spouse at retirement Age difference 2.75% per year $2, in 2012 indexed from 2012 at 2.75% per year 2.25% per year UP-94 generational mortality table using scale AA See tables of sample rates Implicit in long-term rate of return on assets See table of sample rates 80% married A male is assumed to be 2 years older than his spouse

20 Sample rates from the age related tables are summarized below: Age Termination - Male Termination - Female Retirement % 9.5% 0.0% % 13.0% 0.0% % 11.0% 0.0% % 8.5% 0.0% % 4.0% 0.0% % 3.9% 0.0% % 2.8% 0.0% % 0.0% 5.0% % 0.0% 5.0% % 0.0% 7.5% % 0.0% 7.5% % 0.0% 10.0% % 0.0% 20.0% % 0.0% 20.0% % 0.0% 20.0% % 0.0% 20.0% % 0.0% 20.0% % 0.0% 100.0% A 20% retirement rate is assumed in lieu of the above rates in the year in which a member qualifies for early retirement with an unreduced pension and in each subsequent year until age 65. There have been no changes in actuarial assumptions since the prior valuation other than the changes to the principal assumptions shown in the table above.

21 APPENDIX E Actuarial Methods Benefit obligations are estimated using the Projected Unit Credit method. Under this method each participant s benefits under the plan are attributed to years of service, taking into consideration future salary increases and the plan s benefit allocation formula. Thus, the estimated total pension to which each participant is expected to become entitled at retirement is broken down into units, each associated with a year of past or future credited service. A description of the calculation follows: An individual s estimated attributed benefit for valuation purposes related to a particular separation date (e.g. expected date of retirement, leaving service or death) is the benefit described under the plan based on credited service as at the measurement date, but determined using the projected salary that would be used in the calculation estimate of the benefit on the expected separation date. The benefit attributed to an individual s service during a plan year is the excess of the attributed benefit for valuation purposes at the end of the plan year over the attributed benefit for valuation purposes at the beginning of the plan year. Both attributed benefits are estimated from the same projections to the various anticipated separation dates. An individual s estimated benefit obligation is the present value of the attributed benefit for valuation purposes at the beginning of the plan year, and the service cost is the present value of the benefit attributed to the year of service in the plan year. If multiple decrements are used, the benefit obligation and the service cost for an individual are the sum of the component benefit obligations and service costs associated with the various anticipated separation dates. Such benefit obligations and service costs reflect the estimated attributed benefits and the probability of the individual separating on those dates. The vested benefit obligation is based on the expected date of separation, and an individual s projected benefit obligation is constrained to be not less than his or her accumulated benefit obligation. In all cases, the benefit obligation is the total present value of the individuals attributed benefits for valuation purposes at the measurement date, and the service cost is the total present value of the individuals benefits attributable to service during the year. If multiple decrements are used, the present values take into account the probability of the individual leaving employment at the various anticipated separation dates.

22 Valuation Procedures The following approximations have been made in applying this method: Projection of obligations from valuation date to year-end measurement date: The benefit obligations at the year end December 31, 2012 have been based on a projection of the results of the statutory funding valuation of the plan as at December 31, This projection involves rolling forward the results at the earlier date allowing for interest on the liabilities, the accrual of further benefits by active members, the actual benefits payments paid out and actual actuarial assumptions as at December 31, We have assumed that all other experience during the projection, apart from investment returns, contributions, benefit payments, administration expenses and insurance premiums, has been in line with the assumptions made at the start of the year. Accounting Policies The accounting policies in cases where Enbridge has a choice of policy are set out below. There have been no changes to the actuarial methods or accounting policies since the prior valuation Materiality threshold: Enbridge has not instructed us to make any adjustments to the valuation procedures described in order to satisfy its materiality threshold. Net periodic benefit cost measurement: The net periodic benefit cost charged to profit or loss is budgeted for at the start of each reporting period using actuarial assumptions fixed at the start of the period, including assumptions about expected pensionable salaries, contributions and benefit payments that will be made during the period. It is only updated to allow for subsequent experience in the event of material changes. Interest on service cost: The current service cost includes all interest on the service cost during the reporting period. Discretionary benefits: No allowance is made in the benefit obligation for discretionary benefits on the grounds that there is no substantive commitment to provide such benefits. Therefore any benefit increases that are awarded on a discretionary basis are accounted for as a prior service cost. Significant events: No significant events have occurred during the reporting period that require accounting policy decisions. Amortization method and periods: The cumulative gains and losses in excess of 10% of the greater of the beginning of year benefit obligation or market related value of plan assets are amortized over the expected average remaining working lives of the employees participating in the plan.

23 APPENDIX F RPP Disclosure Information By Employer Enbridge Gas Distribution Inc. Enbridge Gas New Brunswick Inc. Gazifere Inc. Total A. Change in benefit obligation Benefit obligation at beginning of year 804,437,100 13,323,300 9,314, ,074,500 Service cost 20,419, , ,800 21,745,100 Interest cost 35,479, , ,600 36,482,900 Employee contributions 14, ,400 Special termination benefits Benefits paid from the plan (34,245,700) (426,600) (715,700) (35,388,000) Net transfer in/(out) (525,000) 555,200 (30,200) - Actuarial loss (gain) 30,858, , ,700 32,603,500 Benefit obligation at end of year 856,438,200 15,413,900 10,680, ,532,400 B. Change in plan assets Fair value of plan assets at beginning of year 700,367,600 10,354,200 5,801, ,523,400 Actual return on plan assets 57,728, , ,400 59,123,400 Employer contributions 14,892, , ,400 15,808,300 Employee contributions 14, ,400 Benefits paid (34,245,700) (426,600) (715,700) (35,388,000) DC contributions paid from DB surplus Net transfer in (out) (430,400) 450,500 (20,100) - Fair value of plan assets at end of year 738,326,800 11,680,100 6,074, ,081,500 C. Reconciliation of funded status Fair value of plan assets 738,326,800 11,680,100 6,074, ,081,500 Benefit obligations 856,438,200 15,413,900 10,680, ,532,400 Net amount [asset (obligation)] recognized in statement of financial position (118,111,400) (3,733,800) (4,605,700) (126,450,900) D. Amounts recognized on the consolidated balance sheet position consists of Noncurrent assets Current liabilities Noncurrent liabilities (118,111,400) (3,733,800) (4,605,700) (126,450,900) Net amount [asset (obligation)] recognized in statement of financial position (118,111,400) (3,733,800) (4,605,700) (126,450,900) E. Reconciliation of amounts recognized in statement of financial position Initial net asset(obligation) Prior service credit (cost) (1,195,700) (11,400) (5,800) (1,212,900) Net gain (loss) (355,008,500) (5,584,800) (3,598,000) (364,191,300) Accumulated other comprehensive income (loss) (356,204,200) (5,596,200) (3,603,800) (365,404,200) Accumulated contributions in excess of net periodic benefit cost 238,092,800 1,862,400 (1,001,900) 238,953,300 Net amount [surplus (deficit)] recognized in statement of financial position (118,111,400) (3,733,800) (4,605,700) (126,450,900)

24 Enbridge Gas Distribution Inc. Enbridge Gas New Brunswick Inc. Gazifere Inc. Total F. Components of net periodic benefit cost Service cost 20,419, , ,800 21,745,100 Interest cost 35,479, , ,600 36,482,900 Expected return on plan assets (48,464,300) (726,800) (414,900) (49,606,000) Amortization of initial net obligation (asset) Amortization of prior service cost 1,202,200 11,500 5,900 1,219,600 Amortization of net (gain) loss 27,663, , ,200 28,302,000 Net periodic benefit cost 36,300, ,200 1,019,600 38,143,600 G. Changes recognized in other comprehensive income Changes in plan assets and benefit obligations recognized in other comprehensive income New prior service cost Net loss (gain) arising during the year 21,594, , ,200 23,086,100 Amounts recognized as a component of net periodic benefit cost Amortization or curtailment recognition of prior service credit (cost) (1,202,200) (11,500) (5,900) (1,219,600) Amortization or settlement recognition of net gain (loss) (27,663,800) (409,000) (229,200) (28,302,000) Total recognized in other comprehensive loss (income) (7,271,700) 235, ,100 (6,435,500) Total recognized in net periodic benefit and other comprehensive loss (income) 29,029,100 1,058,300 1,620,700 31,708,100 Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year Initial net asset (obligation) Prior service credit (cost) (1,195,700) (11,400) (5,800) (1,212,900) Net gain (loss) (26,228,300) (393,700) (246,300) (26,868,300) H. Weighted-average assumptions to determine benefit obligations Discount rate 4.30% 4.30% 4.30% 4.30% Rate of compensation increase 3.50% 3.50% 3.50% 3.50% Measurement date 31-Dec Dec Dec Dec-2012 I. Assumptions to determine net cost Discount rate 4.50% 4.50% 4.50% 4.50% Expected return on assets 7.00% 7.00% 7.00% 7.00% Rate of compensation increase 3.50% 3.50% 3.50% 3.50% J. Additional year-end information Required information for all defined benefit plans Accumulated benefit obligation 813,325,000 13,314,700 8,662, ,302,000 Sensitivity to key assumptions for pension plans Sensitivity to key assumptions a. Half a percent decrease in expected return on assets i. Effect on pension expense 3,462,000 3,543,000 ii. Effect on year-end benefit obligation - - b. Half a percent decrease in discount rate i. Effect on pension expense 6,290,000 6,795,000 ii. Effect on year-end benefit obligation 60,114,000 62,450,000 c. Half a percent decrease in rate of salary increase i. Effect on pension expense (868,000) (888,000) ii. Effect on year-end benefit obligation (8,179,000) (8,428,000)

25 K. L. Enbridge Gas Distribution Inc. Gazifere Inc. Enbridge Gas New Brunswick Inc. Additional year-end information for plans with accumulated benefit obligations in excess of plan assets Projected benefit obligation 856,438,200 15,413,900 10,680, ,532,400 Accumulated benefit obligation 813,325,000 13,314,700 8,662, ,302,000 Fair value of plan assets 738,326,800 11,680,100 6,074, ,081,500 Additional year-end information for plans with projected benefit obligations in excess of plan assets Projected benefit obligation 856,438,200 15,413,900 10,680, ,532,400 Fair value of plan assets 738,326,800 11,680,100 6,074, ,081,500 Total M. Cash flows Projected company contributions for following fiscal year 31-Dec-2013 : 40,754,200 1,317,600 1,183,600 43,255, Dec-2014 : 41,336,800 1,339,400 1,199,000 43,875, Dec-2015 : 41,939,800 1,361,900 1,215,000 44,516, Dec-2016 : 42,563,900 1,385,300 1,231,600 45,180, Dec-2017 : 43,209,800 1,409,400 1,248,700 45,867, Dec-2018 : 19,769, , ,800 21,033, Dec-2019 : 20,461, , ,100 21,769, Dec-2020 : 21,177, , ,100 22,531, Dec-2021 : 21,919, , ,700 23,320, Dec-2022 : 22,686, , ,100 24,136,200 Expected benefit payments for FYE 31-Dec-2013 : 35,316, , ,000 36,346, Dec-2014 : 37,408, , ,400 38,499, Dec-2015 : 39,347, , ,000 40,495, Dec-2016 : 41,230, , ,000 42,432, Dec-2017 : 43,126, , ,100 44,383,500 Next five years 243,660,560 4,262,374 2,842, ,765,395 N. Accumulated contributions in excess of net periodic benefit cost Amount as of beginning of year 259,406,400 2,392,000 (509,800) 261,288,600 Net periodic pension (cost) income for fiscal year (36,300,800) (823,200) (1,019,600) (38,143,600) Employer contributions made in fiscal year (excludes contributions made between measurement year end and fiscal year end) 14,892, , ,400 15,808,300 Benefits paid directly by company in the fiscal year (excludes contributions made between measurement year end and fiscal year end) FAS 88 (expense) income Business combinations 94,600 (104,700) 10,100 - Plan combinations Adjustment to match local books Exchange rate adjustment Contributions and direct benefit payments made between measurement date and fiscal year end Amount as of end of year 238,092,800 1,862,400 (1,001,900) 238,953,300 O. DC Current service cost 1,175,300 17,300 14,500 1,207,100

26 The following table presents the estimated pension expense for the fiscal period ending December 31, 2013: Enbridge Gas Distribution Inc. Gazifere Inc. Enbridge Gas New Brunswick Inc. Components of net periodic benefit cost Current service cost (employer) 23,330, , ,500 24,926,900 Interest cost 36,067, , ,400 37,167,400 Expected return on plan assets (50,020,600) (807,500) (440,600) (51,268,700) Amortization of transitional obligation (asset) Amortization of past service costs 1,195,700 11,400 5,800 1,212,900 Amortization of net actuarial loss (gain) 26,228, , ,300 26,868,300 Net periodic benefit cost 36,801, ,400 1,203,400 38,906,800 DC current service cost 1,216,400 17,900 15,000 1,249,300 Assumptions to determine net cost Discount rate 4.30% 4.30% 4.30% 4.30% Expected return on assets 6.75% 6.75% 6.75% 6.75% Salary increase rate 3.50% 3.50% 3.50% 3.50% Total