Entire Document
Enbridge Inc. filed this Form 11-K on 6/28/2019
11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
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| ☐ |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-15254
ENBRIDGE EMPLOYEE
SERVICES, INC. EMPLOYEES’ SAVINGS PLAN
5400 Westheimer Court,
Houston, Texas 77056
(Full title of the plan and the address of the plan)
ENBRIDGE INC.
200, 425-1st Street
S.W., Calgary, Alberta, Canada T2P 3L8
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive
office)
ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN
INDEPENDENT AUDITORS’ REPORT, PLAN FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
December 31, 2018 AND 2017
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4828 Loop Central Drive
Suite 1000
Houston, TX 77081
Phone: 713.968.1600
Fax: 713.968.1601
WWW.MCCONNELLJONES.COM |
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REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Plan Administrator of the
Enbridge Employee Services, Inc. Employees’ Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying Statements of Net Assets Available for Benefits of the Enbridge Employee Services, Inc. Employees’
Savings Plan (the Plan) as of December 31, 2018 and 2017, and the related Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2018, and the related notes to the financial statements (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets
available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of Plan management. Our responsibility is to express an opinion on these financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by Plan management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. |
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Report on Supplemental Information
The supplementary information of Schedule of Assets (Held
at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplementary information is the responsibility of |
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Plan management. Our audit procedures included determining whether the supplementary information reconciles to the financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplementary information. In forming our opinion on the supplementary
information, we evaluated whether the supplementary information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ McConnell & Jones LLP
We have served as the Plan’s auditors since 2012.
Houston, Texas
June 20, 2019 |
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ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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| December 31, |
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2018 |
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2017 |
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| (thousands of dollars) |
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| Assets |
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| Investments, at fair value |
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394,209 |
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492,893 |
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| Receivable for transfer of net assets from Spectra Plan (Note 1) |
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609,356 |
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— |
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| Notes receivable from participants |
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4,550 |
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8,562 |
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| Cash |
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4 |
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18 |
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| Total assets |
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1,008,119 |
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501,473 |
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| Net assets available for benefits |
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1,008,119 |
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501,473 |
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The accompanying notes are an integral part of these financial statements.
6
ENBRIDGE EMPLOYEE SERVICES, INC. EMPLOYEES’ SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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| Year ended December 31, |
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2018 |
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| Additions |
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| Investment income |
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| Net depreciation in fair value of investments |
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(56,670 |
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| Dividends |
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20,551 |
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(36,119 |
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| Interest income on notes receivable from participants |
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335 |
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| Contributions |
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| Participant |
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17,338 |
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| Employer |
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9,849 |
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| Rollover |
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863 |
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28,050 |
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(7,734 |
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| Deductions |
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| Benefits paid to participants |
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94,847 |
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| Administrative expenses |
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129 |
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94,976 |
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| Change in net assets available for benefits during the year prior to transfer of net assets from Spectra
Plan |
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(102,710 |
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| Transfer of assets from Spectra Plan (Note 1) |
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609,356 |
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| Change in net assets available for benefits during the year |
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506,646 |
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| Net assets available for benefits, beginning of year |
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501,473 |
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| Net assets available for benefits, end of year |
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1,008,119 |
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The accompanying notes are an integral part of these financial statements.
7
NOTES TO THE PLAN FINANCIAL STATEMENTS
December 31, 2018 AND 2017
1. DESCRIPTION OF PLAN
The Enbridge Employee Services, Inc.
Employees’ Savings Plan (the Plan) is a defined contribution plan. For complete information, reference should be made to the Plan document.
PLAN MERGER
The Enbridge Employee Services, Inc. Employees’ Savings Plan (the Plan) is sponsored and administered by Enbridge Employee Services, Inc.‘s (EESI or
Company), a wholly-owned subsidiary of Enbridge Inc. (Enbridge). The Plan is governed by the under the governance of Enbridge’s Pension Committee.
On
December 31, 2018, an affiliate-sponsored retirement savings plan, the Spectra Energy Retirement Savings Plan (Spectra Plan) merged into the Plan. In accordance with the terms of the Enbridge Employee Services, Inc. Employees’ Savings Plan
and Spectra Energy Retirement Savings Plan Merger Agreement, all participants in the Spectra Plan became participants in the Plan and, as a result, the Spectra Plan ceased to exist.
At December 31, 2018, investments of $601,018,000 were transferred from the Spectra Plan to the Plan. Also on December 31, 2018, notes receivable from
participants of $8,338,000 were transferred from the Spectra Plan to the Plan in-kind. The transferred investments and notes receivable from participants were not received by T. Rowe Price Trust Company (the Trustee) until January 2, 2019 and,
accordingly, $609,356,000 is presented on the Statement of Net Assets Available for Benefits as Receivable for transfer of net assets from Spectra Plan.
PARTICIPATION AND PURPOSE
The purpose of the Plan is to provide an
opportunity for eligible employees to enhance their long-term financial security through employee contributions, matching contributions from the Company, and investments among certain investment funds. The Plan is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
All regular employees of the Company or a Participating Affiliate, as
defined in the Plan document, are eligible to elect participation in the Plan immediately upon hire with participation commencing from the effective date of the election. Temporary employees, who are classified as laborers, are eligible to make plan
contributions on the earlier of (i) the first day of the month following the completion of a year of vesting service or (ii) the date upon which the employee begins filling a full- time or part-time established position with the Company or
a Participating Affiliate.
CONTRIBUTIONS
All contributions made to the
Plan are invested by the Trustee, as directed by participants, as they are received from the Company. Participants are entitled to make pre-tax and after-tax Roth contributions to the Plan by electing to contribute up to 50% of eligible earnings,
but not in excess of the statutory maximum contribution amount, which for 2018 was $18,500. Employees who have attained age 50 before the close of the Plan year shall be eligible to make catch-up contributions, in accordance with and subject to
certain limitations.
Participant contributions are invested at the discretion of each participant in one or more of the Plan’s investment options. If a
participant fails to make an investment election, contributions are invested in the target-date retirement fund that corresponds to the participant’s age. Eligible employees participate in the Plan either through self-election of a deferral
percentage or through automatic enrollment into the Plan at a 6% deferral (2017 - 5% deferral), provided that the employee did not opt out of such election as specified in the Plan document. Such deferral elections represent a portion of
participants’ salary that would otherwise be payable to participants. Participant deferrals are intended to satisfy the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended (IRC). All matching contributions are
made to the Trustee in the investment election selected by the employee, or in a target-date retirement fund if no investment election has been made.
8
The Company matching amount shall be equal to 100% of the sum of the participant’s 401(k) pre-tax contribution and
Roth contribution, limited to a maximum allowable percentage of 6% (2017 - 5%) of their credited compensation. Additionally, each participant who is eligible to make “catch-up” contributions may also elect to have all or any portion of
such “catch-up” contributions designated as pre-tax or Roth “catch-up” contributions. Participant after-tax contributions and matching contributions are intended to satisfy the requirements of Section 401(m) of the IRC.
ROLLOVER CONTRIBUTIONS TO THE PLAN
Rollover contributions represent amounts
recorded when participants elect to contribute amounts to their Plan accounts from other eligible, tax-qualified retirement plans or qualified individual retirement accounts. The Trustee will accept rollover contributions from a participant who is
entitled to receive a distribution from a designated pre-tax or Roth deferral account under another qualified savings plan contributions program.
PARTICIPANT
ACCOUNTS
T. Rowe Price Retirement Services Inc. is the record keeper of the Plan as established by the Company. Individual accounts are maintained for each Plan
participant. Each participant’s account is credited with the participant’s contributions, employer contributions, and Plan earnings, and charged with benefit payments and allocations of Plan losses. Allocations are based on participant
earnings or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. The selection from available investment funds is the sole responsibility of each
participant. Participants may invest their Plan accounts in any or all of the investment funds offered in the Plan.
FORFEITED ACCOUNTS
The non-vested portion of the participant’s accounts shall become a forfeiture as of the earlier of (i) the date of distribution of the participant’s
vested accounts, or (ii) the date the participant incurs five consecutive one-year periods of severance. As of December 31, 2018 and 2017, the Plan had a balance of $251,000 and $134,000, respectively, in the forfeited non-vested accounts.
During 2018 there were withdrawals of $1,000 from the forfeited accounts to reduce Company contributions.
VESTING AND PAYMENT OF BENEFITS
Effective January 1, 2018, Company matching contributions are fully vested. For participants who first became eligible to participate in the Plan after
March 31, 2008 and no longer provided services to the Company after December 31, 2017, the Company matching contributions for Plan participants were fully vested after the completion of three years of service.
Upon retirement or termination of employment, a participant may elect to receive the value of the participant’s account in any of the following forms of
distribution: (i) a single distribution; (ii) two or more installments over a period elected by the participant; or (iii) in two or more partial withdrawals, any one of which may be no less than $1,000 and which may be taken no more
frequently than once each calendar month. Distributions must commence no later than the required commencement date as set forth in the Plan.
The Plan also permits
withdrawals of pre-tax elective deferral contributions in the event of a hardship. A hardship distribution must comply with section 401(k) of the IRC.
NOTES
RECEIVABLE FROM PARTICIPANTS
Participants may borrow from their accounts, with some limitations, a minimum of $1,000 up to a maximum equal to the lesser of
(1) $50,000 minus the highest outstanding loan balance during the 12-month period prior to the new loan, or (2) 50% of their account balances. A loan is secured by the balance in the participant’s account and bears interest at a rate
of 1% above the prime rate as of the first business day of the month in which the loan is to be funded (between 4.25% to 6.25% for the year ended December 31, 2018). Loans are to be repaid by payroll deduction over a period not to exceed five
years as elected by the participant. Participants may have no more than two loans outstanding. Upon termination of employment, a participant may continue to repay the loan over the original repayment term. The Plan had no material deemed
distributions for the years ended December 31, 2018 and 2017. Deemed distributions at December 31, 2018 and 2017 were $400,000 and $514,000, respectively.
9
PLAN TERMINATION
As a result of
certain employment terminations in connection with the sale of a Participating Affiliate, Midcoast Operating, L.P., the Plan experienced a partial termination in 2018. As required by ERISA, the accrued benefits of all affected Plan members as of the
date of the partial termination were fully vested.
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants’ accounts will be distributed as permitted by law.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). Amounts are stated in
United States dollars unless otherwise noted.
USE OF ESTIMATES
The
preparation of financial statements in conformity with US GAAP requires the use of estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES
The Plan investments comprise
various financial instruments that are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of
investments will occur in the near term and such changes could materially affect the amounts reported in the financial statements.
INVESTMENT VALUATION AND
INCOME RECOGNITION
The Plan’s investments are stated at fair value maximizing the use of observable inputs and minimizing the use of unobservable inputs.
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date.
The Plan categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the
inputs employed in the measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Level 1
Inputs to the valuation methodology are quoted unadjusted prices for
identical assets in active markets. An active market is considered to be a market where transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2
Inputs to the valuation methodology include quoted prices for
similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument. This category includes those assets and liabilities that the Plan values
using models or other valuation methodologies derived from observable market data. These models are primarily industry-standard models that consider various inputs including: (i) quoted prices for assets and liabilities; (ii) time value;
(iii) volatility factors; and (iv) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full
term of the assets and liabilities, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.
10
Level 3
Inputs to the valuation
methodology are less observable, unavailable or where the observable data does support a significant portion of the asset or liabilities fair value. The Plan may also use these inputs with internally developed methodologies that result in its best
estimate of the fair value. In most instances, the observable data is not available to validate the inputs used to measure fair value. The use of different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded to participant accounts on the dividend payment date.
Management fees and operating expenses charged to
the Plan for investments in the common stock funds or stable value trust funds and registered investment funds are either paid from the fund balance or deducted from income earned on a daily basis, and are not separately reflected. Consequently,
management fees and operating expenses are reflected as a reduction of investment return for these investments.
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are paid by the Plan or the Company in accordance with the terms outlined in the Plan document.
Former employees who have account balances remaining under the Plan at any point during the calendar year (and alternate payees under any qualified domestic relations
order) are charged with a portion of the Plan’s record keeping expenses; the fee is $45 per year, which is generally deducted on a quarterly basis at $11.25 per quarter. However, for the year in which such a participant or alternate payee takes
a final distribution from the Plan, $45 minus the quarterly amounts that have already been deducted for the year from such individual’s account (or paid by the Company if, for example, the terminated participant was an active employee for a
full quarter) is deducted at the time the distribution is taken. Active employees and participants who terminated due to disability are not charged with such expenses.
An administrative fee is also charged to the account of a participant who takes a loan. Administrative expenses other than record keeping and loan-related expenses are
generally paid by the Company.
NOTES RECEIVABLE FROM PARTICIPANTS
Notes
receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when earned. No allowance for credit
losses has been recorded as of December 31, 2018 or 2017. If a participant ceases to make loan repayments and the Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is
recorded.
PAYMENT OF BENEFITS
Benefit payments to participants are
recorded upon distribution.
3. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Transactions with the Trustee and the funds they manage qualify as party-in-interest transactions. Investment management fees and operating fees paid by the Plan were
included as a reduction of the return earned on each fund. Administrative fees paid by the Plan were $129,000 for the year ended December 31, 2018.
Transactions in shares of Enbridge common stock qualify as party-in-interest transactions. At December 31, 2018 and 2017, the Plan held 4.14 million and
4.64 million shares, respectively, of Enbridge common stock with a cost basis of $124,130,000 and $139,555,000, respectively. During the year ended December 31, 2018, the Plan recorded related dividend income of $9,180,000.
Additionally, the Plan maintains participant loans.
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4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated February 15, 2018 that the Plan is qualified and the related trust is
exempt from federal income tax under the provisions of Section 501(a) of the IRC. The Plan is intended to be tax-qualified under Section 401(a) of the IRC. The Company’s legal counsel believes the Plan is being operated in compliance
with the applicable requirements of the IRC and that the Plan and the related trust continue to be tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
US GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more
likely than not would not be sustained upon examination by the IRS. There are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is not currently
under audit by any taxing jurisdictions. Plan management believes it is no longer subject to income tax examination for years prior to 2015.
5. FAIR VALUE
MEASUREMENTS
Assets are fair valued by maximizing the use of observable inputs and
minimizing the use of unobservable inputs. Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date.
The following is a description of the valuation methodologies used for assets measured at fair value:
Common stock
The market value of the common stock of Enbridge is based on
the closing market price of the common stock on the New York Stock Exchange on the last business day of the Plan’s fiscal year multiplied by the number of shares held.
Registered investment funds
Registered investment funds are valued at quoted
market prices.
Common collective trust funds and Stable value trust fund
Investments in Common collective trust funds and the Stable value trust fund are valued based upon net asset value as a practical expedient (Note 6) and are,
accordingly, excluded from the fair value hierarchy (Note 6).
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2018 |
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2017 |
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| December 31, |
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Level 11 |
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Level 22 |
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Level 33 |
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Total |
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Level 11 |
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Level 22 |
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Level 33 |
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Total |
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| Investments measured at fair value |
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| Common stock |
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128,571 |
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— |
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— |
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128,571 |
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181,442 |
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— |
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— |
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181,442 |
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| Registered investment funds |
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130,658 |
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— |
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— |
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130,658 |
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157,935 |
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— |
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— |
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157,935 |
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259,229 |
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— |
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— |
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259,229 |
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339,377 |
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— |
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— |
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339,377 |
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| Investments measured at net asset value |
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| Common collective trust funds |
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104,767 |
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119,584 |
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| Stable value trust fund |
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30,213 |
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33,932 |
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134,980 |
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153,516 |
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394,209 |
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492,893 |
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1 Level 1 assets include assets with quoted prices in active markets for identical assets.
2 Level 2 assets include assets with significant observable inputs.
3 Level 3 assets
include assets with significant unobservable inputs.
12
6. NAV PER SHARE
Net asset
value, referred to herein as NAV, of the trust units held by the Plan at year end, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. The
Plan’s investments for which fair values are estimated using NAV per unit are summarized in the following table:
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Unfunded
Commitment |
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Redemption
Frequency |
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Other
Restrictions |
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Redemption
Notice
Period |
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Fair Value |
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| December 31, |
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2018 |
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2017 |
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| (thousands of dollars) |
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| Common collective trust funds1 |
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| International Portfolio Fund |
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|
|
|
|
|
| (Blackrock) |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
1 day |
|
|
|
— |
|
|
|
315 |
|
| Foreign large-blend portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Blackrock) |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
1 day |
|
|
|
660 |
|
|
|
416 |
|
| U.S. Large Cap Blend Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Blackrock) |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
1 day |
|
|
|
10,178 |
|
|
|
12,939 |
|
| Fixed Income Index Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (BlackRock) |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
1 day |
|
|
|
1,807 |
|
|
|
2,226 |
|
| LifePath Funds (BlackRock) |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
1 day |
|
|
|
92,122 |
|
|
|
103,688 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,767 |
|
|
|
119,584 |
|
| Stable Value Trust Fund (T. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-30 |
|
|
|
|
|
|
|
|
|
| Rowe Price)2 |
|
|
None |
|
|
|
Daily |
|
|
|
None |
|
|
|
months |
|
|
|
30,213 |
|
|
|
33,932 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,980 |
|
|
|
153,516 |
|
| 1 |
Pooled funds invested primarily in other collective investment funds. |
| 2 |
Pooled funds invested in guaranteed investment contracts issued by insurance companies; investments contracts issued by
banks; structured or synthetic investments contracts issued by banks, insurance companies, and other issuers; separate account contracts and other similar instruments that are intended to maintain a constant net asset value. |
7. SUBSEQUENT EVENTS
In preparing the accompanying financial statements,
Plan management has reviewed for inclusion in these financial statements and related notes all known events that have occurred after December 31, 2018 through June 20, 2019, which is the date these financial statements were issued.
On January 2, 2019, $609,356,000 was received by the Trustee in satisfaction of the amounts reported as Receivable for transfer of net assets from Spectra Plan on
the Statement of Net Assets at December 31, 2018.
There were no subsequent events that will materially affect the financial statements.
13
ENBRIDGE EMPLOYEE SERVICES, INC.
EMPLOYEES’ SAVINGS PLAN
EIN: 76-0697621
PN:001
FORM 5500, SCHEDULE H, LINE 4I -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
|
|
|
|
|
|
|
|
|
|
|
| a. |
|
b. Identity of issue, borrower, lessor, or similar
party |
|
c. Description of investment
including maturity date, rate of
interest, par or maturity value |
|
d. Cost2
December 31, 2018 |
|
|
e. Current
Value
December 31,
2018 |
|
|
|
(thousands of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Balanced Fund |
|
Registered investment fund |
|
|
|
|
|
|
26,826 |
|
|
|
Dodge & Cox International Stock Fund |
|
Registered investment fund |
|
|
|
|
|
|
6,956 |
|
|
|
PIMCO Total Return Institutional Fund |
|
Registered investment fund |
|
|
|
|
|
|
7,450 |
|
|
|
1 T.
Rowe Price Blue Chip Growth Fund |
|
Registered investment fund |
|
|
|
|
|
|
23,188 |
|
|
|
1 T.
Rowe Price Government Money |
|
Registered investment fund |
|
|
|
|
|
|
262 |
|
|
|
1 T.
Rowe Price Mid-Cap Growth Fund |
|
Registered investment fund |
|
|
|
|
|
|
38,634 |
|
|
|
1 T.
Rowe Price Small-Cap Stock Fund |
|
Registered investment fund |
|
|
|
|
|
|
11,352 |
|
|
|
Vanguard Equity-Income Adm |
|
Registered investment fund |
|
|
|
|
|
|
15,881 |
|
|
|
Vanguard Federal Money Market Fund |
|
Registered investment fund |
|
|
|
|
|
|
102 |
|
|
|
MFS Institutional International Equity Fund |
|
Registered investment fund |
|
|
|
|
|
|
3 |
|
|
|
DFA Emerging Markets Core Equity
Institutional |
|
Registered investment fund |
|
|
|
|
|
|
4 |
|
|
|
BlackRock LifePath Index 2020 |
|
Common collective trust fund |
|
|
|
|
|
|
11,247 |
|
|
|
BlackRock LifePath Index 2025 |
|
Common collective trust fund |
|
|
|
|
|
|
14,597 |
|
|
|
BlackRock LifePath Index 2030 |
|
Common collective trust fund |
|
|
|
|
|
|
14,009 |
|
|
|
BlackRock LifePath Index 2035 |
|
Common collective trust fund |
|
|
|
|
|
|
11,949 |
|
|
|
BlackRock LifePath Index 2040 |
|
Common collective trust fund |
|
|
|
|
|
|
11,274 |
|
|
|
BlackRock LifePath Index 2045 |
|
Common collective trust fund |
|
|
|
|
|
|
12,006 |
|
|
|
BlackRock LifePath Index 2050 |
|
Common collective trust fund |
|
|
|
|
|
|
7,860 |
|
|
|
BlackRock LifePath Index 2055 |
|
Common collective trust fund |
|
|
|
|
|
|
5,263 |
|
|
|
BlackRock LifePath Index Retirement Fund |
|
Common collective trust fund |
|
|
|
|
|
|
3,917 |
|
|
|
BlackRock MSCI ACWI |
|
Common collective trust fund |
|
|
|
|
|
|
660 |
|
|
|
BlackRock Russell 3000® Index Fund |
|
Common collective trust fund |
|
|
|
|
|
|
10,165 |
|
|
|
BlackRock Russell 1000® Value Fund |
|
Common collective trust fund |
|
|
|
|
|
|
4 |
|
|
|
BlackRock Russell 1000® Growth Fund |
|
Common collective trust fund |
|
|
|
|
|
|
3 |
|
|
|
BlackRock Equity Index Fund |
|
Common collective trust fund |
|
|
|
|
|
|
6 |
|
|
|
BlackRock US Debt Index |
|
Common collective trust fund |
|
|
|
|
|
|
1,807 |
|
|
|
1 T.
Rowe Price Stable Value Common |
|
Common collective trust fund |
|
|
|
|
|
|
30,213 |
|
| |
|
1 Enbridge Inc.
Stock |
|
Common stock |
|
|
|
|
|
|
128,571 |
|
| |
|
Total
investments |
|
|
|
|
|
|
|
|
394,209 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rates ranging from |
|
|
|
|
|
|
|
|
|
|
1 Notes
receivable from participants |
|
4.25% to 6.25% maturing |
|
|
|
|
|
|
|
|
| |
|
|
|
through 2023 |
|
|
— |
|
|
|
4,550 |
|
| |
|
Total |
|
|
|
|
|
|
|
|
398,759 |
|
| 2 |
Cost information is omitted because these investments are participant-directed. |
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
|
|
|
|
|
|
| |
|
Enbridge Employee Services, Inc. Employees’ Savings Plan |
|
|
|
|
| Date: June 20, 2019 |
|
|
|
|
|
|
|
|
By: |
|
|
|
/s/ Mark Maki |
|
|
|
|
|
|
Mark Maki |
|
|
|
|
|
|
Member of the Enbridge Inc. Pension Committee |
15
EX-23.1
Exhibit 23.1
|
|
|
|
|
|
|
| |
|
| |
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-6436 on Form S-8 of our report, dated June 20,
2019, appearing in the Annual Report on Form 11-K of the Enbridge Employee Services, Inc. Employees’ Savings Plan for the year ended December 31, 2018. |
| |
|
| |
|
/s/ McConnell & Jones LLP |
| |
|
| |
|
Houston, Texas June 20, 2019 |
| |
|
| 4828 Loop Central Drive |
|
|
| |
|
| Suite 1000 |
|
|
| |
|
| Houston, TX 77081 |
|
|
| |
|
| Phone: 713.968.1600 |
|
|
| |
|
| Fax: 713.968.1601 |
|
|
| |
|
| WWW.MCCONNELLJONES.COM |
|
|