Enbridge Income Fund Holdings Inc. Announces Third Quarter

Enbridge Income Fund Holdings Inc. Announces Third Quarter Results 
HIGHLIGHTS 
- Third quarter earnings totaled $14.6 million ($0.37 per common
share); year-to-date earnings were $43.2 million ($1.09 per common
share). 
- The Fund's third quarter earnings were $12.3 million; year-to-date
earnings were $46.1 million. 
- The Fund's cash available for distribution (CAFD) for the three and
nine months ended September 30, 2012 was $43.3 million and $151.8
million, respectively. 
- The Company and the Fund announced execution of an agreement to
purchase crude oil storage facilities and renewable power generation
facilities from Enbridge Inc. for an aggregate value of $1.164
billion subject to approval by shareholders. 
- Alliance Canada announced proposed new services and toll structures
to support post-2015 recontracting. 
- The Company declared a monthly dividend of $0.103 per common share
to be paid on November 15, 2012 to shareholders of record on October
31, 2012. 
CALGARY, ALBERTA -- (Marketwire) -- 10/25/12 -- Enbridge Income Fund
Holdings Inc. (TSX:ENF) (ENF or the Company) announced today earnings
of $14.6 million and $43.2 million, for the three and nine months
ended September 30, 2012, respectively, reflecting the performance of
its investment in Enbridge Income Fund (the Fund). 
The Company's financial performance is a direct reflection of the
Fund's ability to generate cash for distribution to its unitholders.
The Fund's cash available for distribution (CAFD) totaled $151.8
million for the nine months ended September 30, 2012, an increase of
81% compared with the same period of 2011. The improvement in the
Fund's CAFD reflected contributions from the 190-megawatt (MW)
Ontario Wind Project, 99-MW Talbot Wind Project and 80-MW Sarnia
Solar Project (the Renewable Assets) which were acquired in October
of 2011.  
"The Company has delivered another quarter of solid financial
performance," said John Whelen, President, Enbridge Income Fund
Holdings Inc. "Our renewable power generation facilities continue to
experience high operational availability and were a strong
contributor of earnings and distributable cash flow during the
quarter. Our Gas Transmission and Liquids Transportation businesses
also continued to generate steady and predictable financial r
esults.  
"We also advanced a number of commercial and strategic initiatives.
In our Liquids Transportation business, the Bakken Expansion Program
is under construction and is on track to be completed and in-service
in the first quarter of 2013. In our Green Power business, the
Whitecourt Recovered Energy Project, which is being undertaken by our
50% owned affiliate NRGreen, is also under construction and is
expected to commence operations in the third quarter of next year.  
"There were also developments in the Gas Transmission business,"
continued Mr. Whelen. "Alliance Canada has announced a proposed new
service model and toll structure that would apply to the pipeline
system after existing firm service contracts expire in 2015. We
believe that this new service offering, together with Alliance's
inherent advantages in transporting liquids rich gas, will be very
appealing to both existing and prospective shippers." 
The Company and the Fund also announced today in a separate news
release the execution of an agreement to acquire crude oil storage
facilities and additional renewable power generation assets from
subsidiaries of Enbridge Inc. for an aggregate price of $1.164
billion (the Transaction). Completion of the Transaction is subject
to shareholder approval, closing of related financing and receipt of
regulatory and third party approvals. In connection with the
Transaction, the Company also entered into an agreement with a
syndicate of investment dealers for the sale of 9,597,000 million
subscription receipts at a price of $23.15 per subscription receipt
for total proceeds of $222.2 million. The subscription receipts will
convert to common shares of the Company upon the Transaction
receiving required shareholder approvals and satisfaction of other
conditions. Please see the news release filed today on SEDAR under
the caption Enbridge Income Fund to Acquire $1.164 billion of Crude
Oil Storage and Renewable Power Generations Assets from Enbridge Inc.
for more information.  
"The prospect of acquiring this portfolio of assets is exciting,"
noted Mr. Whelen. We believe that these facilities which are all
underpinned by long-term, fixed price contracts would be a great fit
for the Fund. If approved by shareholders, this transaction would
further diversify the Fund's business mix further reinforcing its
value to investors seeking a steady and predictable payout of cash
flow from low-risk energy infrastructure assets," concluded Mr.
Whelen.  
THIRD QUARTER 2012 REVIEW 
The unaudited interim financial statements and Management's
Discussion and Analysis (MD&A) of both ENF and the Fund, which
contain additional notes and disclosures, are available on the
Company's website at www.enbridgeincomefund.com. 


 
--  The Company's earnings for the three and nine months ended September 30,
    2012 were $14.6 million ($0.37 per common share) and $43.2 million
    ($1.09 per common share), respectively, compared with $6.8 million
    ($0.27 per common share) and $20.5 million ($0.82 per common share) for
    the three and nine months ended September 30, 2011. The earnings
    increase is attributable to increased ownership in the Fund and an
    increase in per unit distributions received on such investment, as well
    as a reduction in income tax expense. During the first nine months of
    2012, the Company owned 80.7% of the Fund's issued and outstanding trust
    units (which represented a 30.8% overall economic interest in the Fund,
    with the balance held by Enbridge Inc.) and received distributions of
    $0.121 per unit per month whereas during the nine months ended September
    30, 2011 the Company owned 72.6% of the Fund's trust units (27.7%
    economic interest) and received distributions equivalent to $0.115 per
    unit per month. 
 
--  The Fund's cash available for distribution (CAFD) increased 61% and 81%
    to $43.3 million and $151.8 million for the three and nine months ended
    September 30, 2012, respectively, as a result of cash contributions from
    the Renewable Assets which were acquired in October 2011. The Renewable
    Assets benefited from high operational availability and strong wind and
    solar resource during the nine months ended September 30, 2012. The
    Fund's liquids transportation and natural gas transmission assets
    continued to deliver steady cash flows in the first nine months of 2012.
    CAFD generated by the Saskatchewan System ($55.7 million) and Alliance
    Canada ($54.4 million) was comparable with the first nine months of the
    prior year. 
 
--  The Fund's earnings for the three and nine months ended September 30,
    2012 were $12.3 million and $46.1 million, respectively, compared with
    $20.3 million and $75.7 million in the prior year comparative periods.
    Earnings for the first nine months of 2012 included contributions from
    the Renewable Assets net of an increase in financing costs as a portion
    of the Renewable Asset acquisition was debt financed. Prior period
    earnings were retrospectively adjusted to present Renewable Asset
    earnings from January 1, 2011 (as mandated by common control guidance);
    however, such retrospective adjustments were exclusive of associated
    financing costs. Non-cash defer
red income tax expense also increased as
    a result of increased earnings within the Fund's subsidiary
    corporations. 
 
--  The Bakken Expansion Program is currently under construction and on
    track to be in-service in the first quarter of 2013. The Program is
    being undertaken jointly with the Fund's affiliate Enbridge Energy
    Partners. Total expenditures to date on the Fund's share of the project
    were $99 million at September 30, 2012.  
 
--  On October 25, 2012, the Fund entered into an agreement to acquire
    contracted crude oil storage facilities and renewable power generation
    facilities owned by direct and indirect subsidiaries of Enbridge, a
    related party, for an aggregate value of $1.164 billion (the
    "Transaction"). The crude oil storage facilities, which consist of the
    Hardisty Contract Terminals and Hardisty Storage Caverns in Alberta,
    provide approximately 11 million barrels of crude oil storage capacity
    at the Hardisty crude oil pipeline hub. The crude oil storage facilities
    are currently operating under long term take-or-pay storage contracts
    with remaining terms averaging 22 years. The renewable power generation
    facilities are located in Ontario and consist of 100% interests in the
    99-megawatt (MW) Greenwich Wind Project, 15-MW Amherstburg Solar Project
    and 5-MW Tilbury Solar Project. The renewable power generation
    facilities are supported by fixed price power purchase agreements with
    the Ontario Power Authority with remaining terms exceeding 18 years.
    Enbridge, through its affiliates, will continue to manage the crude oil
    storage facilities and renewable power generation facilities pursuant to
    management and administrative agreements. The Transaction is subject to
    approval by shareholders, completion of related financing by the Company
    and the Fund and receipt of regulatory and third party approvals. 
 
--  On October 10, 2012, Alliance Canada announced a proposed new service
    model and toll structure that would apply to the pipeline system when
    the bulk of existing firm service contracts expire in December 2015. The
    new service offering provides shippers with choices that include new
    zonal and full path transportation services, fixed or index-based tolls
    and a range of contract terms. It builds on Alliance's unique
    capabilities to cost efficiently transport high-energy natural gas.
    Discussions with existing and prospective shippers are ongoing and an
    open season for the capacity that will come free in late 2015 is
    expected to be held in 2013. The proposals will be subject to
    commitments by shippers and approval by regulators. 
 
--  The Company's Board of Directors declared and paid dividends of $0.103
    per common share for each month of the nine month period ended September
    30, 2012. In addition, a monthly dividend of $0.103 per common share was
    declared on October 15, 2012 to be paid on November 15, 2012 to
    shareholders of record at the close of business on October 31, 2012. 

 
ABOUT ENBRIDGE INCOME FUND HOLDINGS INC. 
Enbridge Income Fund Holdings Inc. is a publicly traded corporation.
The Company, through its investment in Enbridge Income Fund, holds
high quality, low risk energy infrastructure assets. The Fund's
assets include a 50% interest in the Canadian segment of the Alliance
Pipeline, a 100% interest in the various pipelines comprising the
Saskatchewan System, and interests in more than 400 megawatts of
renewable and alternative power generation capacity. Information
about Enbridge Income Fund Holdings Inc. is available on the
Company's website at www.enbridgeincomefund.com.  
FORWARD LOOKING INFORMATION 
In the interest of providing the Company's shareholders and potential
investors with information about the Company and its investee, the
Fund, and the Fund's subsidiaries and joint ventures, including
management's assessment of the Company's and the Fund's future plans
and operations, certain information provided in this News Release
constitutes forward-looking statements or information (collectively,
"forward-looking statements"). This information may not be
appropriate for other purposes. Forward-looking statements are
typically identified by words such as "anticipate", "expect",
"project", "estimate", "forecast", "plan", "intend", "target",
"believe" and similar words suggesting future outcomes or statements
regarding an outlook. In particular, forward-looking statements
include: 


 
--  expected costs related to projects under construction; 
--  expected scope and in-service dates for projects under construction; 
--  expected timing and amount of recovery of capital costs of assets; 
--  expected capital expenditures; 
--  expected future dividends and Fund distributions; 
--  the Fund's expected cash available for distribution. 

 
Although the Company believes that these forward-looking statements
are reasonable based on the information available on the date such
statements are made and processes are used to prepare the
information, such statements are not guarantees of future performance
and readers are cautioned against placing undue reliance on
forward-looking statements. By their nature, these statements involve
a variety of assumptions, known and unknown risks and uncertainties
and other factors, which may cause actual results, levels of activity
and achievements to differ materially from those expressed or implied
by such statements. Material assumptions include assumptions about:
the expected supply and demand for crude oil, natural gas and natural
gas liquids; prices of crude oil, natural gas and natural gas
liquids; expected exchange rates; inflation; interest rates; the
availability and price of labour and pipeline construction materials;
operational reliability; customer project approvals; maintenance of
support and regulatory approval for the Fund's projects; anticipated
in-service dates and weather. Assumptions regarding the expected
supply and demand of crude oil, natural gas and natural gas liquids,
and the prices of these commodities, are material to and underlay all
forward-looking statements. These factors are relevant to all
forward-looking statements as they may impact current and future
levels of demand for the Fund's services. Similarly, exchange rates,
inflation and interest rates impact the economies and business
environments in which the Company and the Fund operate, may impact
levels of demand for the Fund's services and cost of inputs, and are
therefore inherent in all forward-looking statements. Due to the
interdependencies and correlation of these macroeconomic factors, the
impact of any one assumption on a forward-looking statement cannot be
determined with certainty, particularly with respect to expected
earnings and associated per unit or per share amounts, or estimated
future distributions or dividends. The most relevant assumptions
associated with forward-looking statements on projects under
construction, including estimated in-service dates and expected
capital expenditures, include: the availability and price of labour
and pipeline construction materials; the effects of inflation on
labour and material costs; the effects of interest rates on borrowing
costs; and the impact of weather and customer and regulatory
approvals on construction schedules. 
The Company's forward-looking statements, and forward looking
statements with respect to the Fund, are subject to risks and
uncertainties pertaining to operating performance, regulatory
parameters, project approval and support, weather, economic
conditions, exchange rates, interest rates and commodity prices,
including but not limited to those risks and uncertainties discussed
in this News Release and in the Company's and the Fund's other
filings with Canadian securities regulators. The impact of any one
risk, uncertainty or factor on a particular forward-looking statement
is not determinable with certainty as these are interdependent and
the Company's and the Fund's future course of action depends on
management's assessment of all information available at the relevant
time. Except to the extent required by law, the Company and the Fund
assume no obligation to publicly update or revise any forward-looking
statements made in this News Release or otherwise, whether as a
result of new information, future events or otherwise. All subsequent
forward-looking statements whether written or oral, attributable to
the Company or the Fund or persons acting on the Company's or the
Fund's behalf, are expressly qualified in their entirety by these
cautionary statements. 
NON-GAAP MEASURES 
This News Release contains references to the Fund's cash available
for distribution. Cash available for distribution represents the
Fund's cash available to fund distributions on trust units and ECT
preferred units as well as for debt repayments and reserves. This
measure is important to shareholders as the Company's objective is to
provide a predictable flow of dividends to shareholders and the
Company's cash flows are derived from its investment in the Fund.
Cash available for distribution is not a measure that has
standardized meaning prescribed by United States Generally Accepted
Accounting Principles (U.S. GAAP) and is not considered a GAAP
measure. Therefore, this measure may not be comparable with similar
measures presented by other issuers. The Fund's Cash Available for
Distribution reconciliation for the three and six months ended June
30, 2012 and for the comparable periods in 2011 is as follows: 


 
                                               Three months     Nine months 
                                                     ended,          ended, 
                                              September 30,   September 30, 
                                            --------------------------------
                                              2012  2011(1)   2012  2011(1) 
----------------------------------------------------------------------------
(millions of Canadian dollars)                                              
Cash provided by operating activities         52.9     42.7  145.5    157.1 
Add/(deduct):                                                               
  Renewable Assets pre-Acquisition cash                                     
   flows(1)                                      -    (23.9)     -    (83.6)
  Green Power maintenance capital                                           
   expenditures                                  -        -   (0.2)       - 
  Green Power joint venture cash                                            
   distributed/(retained)                      0.3        -    1.3     (0.9)
  Saskatchewan System maintenance capital                                   
   expenditures                               (2.8)    (1.1)  (7.0)    (3.1)
  Change in operating assets and liabilities                                
   in the period                              (7.1)     9.2   12.2     14.4 
----------------------------------------------------------------------------
Cash available for distribution               43.3     26.9  151.8     83.9 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
(1) Green Power earnings for all 2011 periods have been
retrospectively adjusted to furnish comparative information related
to the October 2011 acquisition of the Renewable Assets. The impact
of the retrospective adjustments has been eliminated from CAFD as
these cash flows were not available to distribute to unitholders.  
SELECTED FINANCIAL AND OPERATING HIGHLIGHTS 


 
ENBRIDGE INCOME FUND HOLDINGS     Three months ended       Nine months ended
 INC.                                  September 30,           September 30,
                                 -------------------------------------------
                                       2012     2011        2012        2011
----------------------------------------------------------------------------
(millions of Canadian dollars,                                              
 except share and per share                                                 
 amounts)                                                                   
Earnings                               14.6      6.8        43.2        20.5
  Earnings per common share,                                                
   basic and diluted               $   0.37 $   0.27 $      1.09 $      0.82
Cash provided by operating                                                  
 activities                            13.5     14.5        39.1        23.2
Dividends declared                     12.3      7.2        36.8        21.7
  Dividends per common share       $  0.309 $  0.288 $     0.927 $     0.864
Number of common shares                                                     
 outstanding                                          39,741,000  25,125,000
----------------------------------------------------------------------------
                                                                            
                               Three months ended        Nine months ended  
ENBRIDGE INCOME FUND(1)             September 30,             September 30, 
                            ------------------------------------------------
                                  2012    2011(3)         2012      2011(3) 
----------------------------------------------------------------------------
(millions of Canadian dollars, except                                       
 unit and per unit amounts)                                                 
Earnings                                                                    
Green Power                       13.0       12.7         56.9         50.1 
Saskatchewan System               12.0       12.3         36.7         35.1 
Alliance Canada                   13.4       13.9         38.7         41.0 
Corporate                        (26.1)     (18.6)       (86.2)       (50.5)
----------------------------------------------------------------------------
                                  12.3       20.3         46.1         75.7 
Cash available for                                                          
 distribution(2)                                                            
Green Power                       25.6        0.6         94.9          3.3 
Saskatchewan System               17.5       21.1         55.7         58.0 
Alliance Canada                   18.4       17.3         54.4         54.4 
Corporate                        (18.2)     (12.1)       (53.2)       (31.8)
----------------------------------------------------------------------------
                                  43.3       26.9        151.8         83.9 
Cash provided by operating                                                  
 activities                       52.9       42.7        145.5        157.1 
Cash distributions declared       37.4       25.1        112.2         75.4 
Distributions per trust unit                                                
 and ECT preferred unit      $   0.362  $   0.346  $     1.086  $     1.038 
Number of units outstanding                                                 
ECT preferred units                                 54,074,750   38,023,750 
Trust units                                         49,241,000   34,625,000 
Operating Results                                                           
Green Power (thousands of                                                   
 megawatt hours produced)                                                   
Ontario Wind Project(3)           80.5       74.6        356.0        332.1 
Talbot Wind Project(3)            34.5       39.3        195.9        191.1 
Sarnia Solar Project(3)           43.9       40.9        112.2        101.0 
NRGreen                           16.3       15.0         52.3         50.7 
Wind Power Joint                                                            
 Ventures(4 )                     13.7       17.3         60.2         62.4 
Saskatchewan System                                                         
 (thousands of barrels per                                                  
 day)                                                                       
Westspur System                  167.8      201.9        185.4        191.7 
Saskatchewan Gathering                                                      
 System                          121.2      132.4        132.0        131.5 
Weyburn System                    31.4       30.4         31.7         30.5 
Virden System                     22.5       19.6         23.5         18.4 
Alliance Canada (millions of                                                
 cubic feet per day)           1,448.0    1,495.0      1,555.0      1,562.0 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
(1) Financial Highlights for Enbridge Income Fund have been extracted
from financial statements prepared in accordance with United States
generally accepted accounting principles.  
(2) See Non-GAAP Measures. 
(3) Green Power earnings and power production for all 2011 periods
have been retrospectively adjusted to furnish comparative information
related to the October 2011 acquisition of the Renewable Assets. The
impact of the retrospective adjustments has been eliminated from CAFD
as these cash flows were not available to distribute to unitholders.  
(4) Wind Power Joint Ventures is comprised of the Fund's interest in
the Sunbridge, Magrath and Chin Chute wind projects.
Contacts:
Enbridge Income Fund Holdings Inc.
Jennifer Varey
Media
(403) 508-6563
jennifer.varey@enbridge.com 
Enbridge Income Fund Holdings Inc.
Teri Majer
Investment Community
(403) 508-3185
teri.majer@enbridge.com
 
 
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