ENBRIDGE INCOME FUND Designed and Managed for Strength and - - PowerPoint PPT Presentation

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ENBRIDGE INCOME FUND

Designed and Managed for Strength and Stability

Fixed Income Investment Community Presentation

November 2012

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FORWARD LOOKING STATEMENTS

This presentation includes certain forward looking information (“FLI”) to provide Enbridge Income Fund Holdings Inc. (“EIFH”) shareholders and potential investors with information about EIFH and its investee, Enbridge Income Fund (the “Fund”), management's assessment of their future plans and operations, which may not be appropriate for other

• purposes. FLI is 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. Although we believe that the FLI in this presentation is reasonable based on the information available today and the processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. FLI inherently involves a variety of assumptions, known and unknown risks, uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied in our FLI and the FLI relating to the Fund. Material assumptions include: 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; availability and price of labour and pipeline construction materials; operational reliability; customer project approvals; maintenance of support and regulatory approvals for the Fund’s projects; anticipated in-service dates and weather. Our FLI is subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, construction schedules, weather, economic conditions, exchange rates, interest rates and commodity prices, including but not limited to those discussed more extensively in our filings and the filings of the Fund with Canadian securities regulators. The impact of any one risk, uncertainty or factor on any particular FLI is not determinable with certainty as these are interdependent and the future course of action of EIFH and the Fund depends on management's assessment of all information available at the relevant time. Except to the extent required by law, neither EIFH nor the Fund assumes any obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this presentation is expressly qualified in its entirety by these cautionary statements. This presentation may make reference to certain financial measures, such as cash available for distribution, which are not recognized under GAAP. Reconciliations to the most closely related GAAP measures are included in the MD&A filings and/or Supplementary Financial Information available on our website or in the slides that accompany this presentation, if applicable.

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INVESTOR VALUE PROPOSITION

DBRS: BBB (H) Moody’s: Baa2 Designed and Managed for Strength & Stability

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• Optimize operations and value of existing assets

– Maximize revenue, improve efficiencies , minimize costs

• Grow organically

– Extend or expand existing assets

• Acquire complimentary infrastructure

– From third party or from Enbridge Inc. – Target energy infrastructure with risk-return characteristics in keeping with the Fund’s current profile

• Maintain diversified asset base over long-term

CORE STRATEGIES

Core Strategies Remain Unchanged Post Restructuring and the 2011 Asset Drop Down From Enbridge Inc.

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CURRENT ASSET BASE A Diversified Portfolio of Low Risk Energy Infrastructure

Business Segment Throughput Capacity Current Revenue Generation Model Primary Contract Term Expiry

Gas Transmission

1.6 Bcf/day

(1.325 Bcf/day firm service)

Cost of Service 2015

Crude Oil & Liquids Transportation

255,000 barrels/day 145,000 barrels/day Cost of Service Fixed Transportation Fee N/A 2023

Green Power

405 MW/Day Fixed Price PPA’s 2017 - 2031

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NATURAL GAS TRANSMISSION Alliance Canada

Solid Fundamentals will Drive Alliance Re-Contracting Post 2015

Strategically Positioned to Gather Rich Gas Liquids Rich Shale Gas Production in Alliance Footprint

• High pressure and dense phase system
• Unique ability to cost-effectively transport liquids-

rich gas

• NGLs processed by Aux Sable in Chicago command

rich gas premium

• Lower upstream investment in processing for

producers

• Higher all-in netbacks for high energy gas

Alliance’s Rich Gas Advantage Competitive toll on dry gas basis, before NGL value is considered $0.00 $1.00 $2.00 $3.00

Recontracting Proposal: Alliance plus Vector Current: Alliance plus Vector TC Restructured 2013 TC Status Quo 2013

per MMBtu

FTR (AB) NIT to TC TC to Dawn APL AB GZ APL TZ (Can) APL TZ (US) Vector

Examples all are: AB Receipt Point to Dawn

3 6 9 2010 2015 2020 2025 Bcf / d

Montney Duvernay Bakken

Current Firm Service (Tolled) Capacity - Alliance Canada Current Total Capacity - Alliance Canada

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Assets are Performing Reliably and As Expected

GREEN POWER GENERATION

Diversified Portfolio

2012 Cash Flow Sensitivity

Asset Location Capacity Capacity Factor (P50) Capacity Factor (P75) Pre-Tax Cash Flow Impact (P75)

Ontario Wind Ontario 190 MW 30% 28% ~ $3 MM Talbot Wind Ontario 99 MW 35% 33% ~ $2 MM Sarnia Solar Ontario 80 MW 17% 16% ~ $3 MM Magrath Wind Alberta 30 MW 36% 34% Immaterial Chin Chute Wind* Alberta 30 MW 38% 36% Immaterial Sunbridge Wind Saskatchewan 11 MW 39% 37% Immaterial 2012 YTD CAFD Q1 Q2 Q3 YTD Actual Acquisition Assumption

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Recent & Planned Expansion

Capacity Increase Capital Costs In-Service

Phase 1 98,000 bpd $36 M 2007 Phase 2 125,000 bpd ~$158 *M 2010 BEP 145,000 bpd ~$190* M 2013

*estimated costs

CRUDE OIL & LIQUIDS TRANSPORTATION

Bakken Production Drives New Investment & Long-Term Growth

Bakken Expansion Program (BEP) System Toll Methodology Regulator

Westpur Cost of Service Formula NEB Saskatchewan Gathering Cost of Service Formula Saskatchewan Weyburn Market Based Saskatchewan Virden Market Based Manitoba BEP Long - Term Contract NEB

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500 1,000 1,500 2,000 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 ‘000 barrels per day

Total Bakken Production

(North Dakota, Saskatchewan and Manitoba)

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The acquisition is consistent with the Fund’s strategy and investor value proposition

RECENTLY ANNOUNCED TRANSACTION

On October 25, 2012, Enbridge Income Fund announced that it had entered into an agreement to acquire a portfolio of renewable power generation and crude oil storage assets from Enbridge Inc. for an aggregate price of $1.164 billion. The acquisition remains subject to approval of the public (non-Enbridge) shareholders of Enbridge Income Fund Holdings Inc. and other regulatory consents. Shareholder approval will be sought at a meeting to be held December 7, 2012 and, if approved, the transaction would close shortly thereafter.

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RECENTLY ANNOUNCED PENDING ASSET ACQUISITION TRANSACTION

Proposed Asset Acquisition Reinforces the Fund’s Low Risk Profile

Asset Capacity Contract Structure Remaining Contract Life

Hardisty Contract Terminals 7.5 millions barrels (19 above ground tanks) Fully Contracted (take-or- pay), 80% of revenue 2-9 years + Additional 15 years with Enbridge Hardisty Storage Caverns 3.5 million barrels (4 below ground caverns & 2 above ground tanks) Fully Contracted (take-or- pay) ~8 years + Additional 15 years with Enbridge Greenwich Wind Project 99 MW Fixed Price OPA PPA 19 years Amherstburg Solar Project 15 MW Fixed Price OPA PPA 19 years Tilbury Solar Project 5 MW Fixed Price OPA PPA 18 years

TOTAL ~ 100% 20+ years

Fort St. John Fort McMurray Edmonton Montreal Ottawa Toronto Calgary Regina Cromer

Wind Project Solar Project Waste Heat Facility

Alliance Canada Pipeline (50%) Chin Chute (33%) Magrath (33%) SunBridge (50%)

Greenwich Hardisty Storage Caverns Hardisty Contract Terminals

Saskatchewan Crude Oil Pipeline System Kincardine Sarnia Talbot

Tilbury Amherstburg

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RECENTLY ANNOUNCED TRANSACTION

Credit Perspective

Long Term fixed price take-or-pay/fee for service off take contracts Strong, investment grade counterparties Fixed price O&M contracts Minimal maintenance capex requirements Further diversifies asset base and sources of cash flow Enhances scale Extends average term of contracted assets Reinforces low risk value proposition Accretive to cash flow

BBB(H) Rating Re-Affirmed Portfolio of High Quality, Operating Assets …

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Conservative Leverage Given Underlying Business Risk v

Term Loan Refinancing: TBD ECT Preferred Units: $305 Million

Public Shareholders

EIFH Common Shares: $55 Million EIFH Common Shares: $222 Million

(Subscription Receipts issued Nov 14, 2012)

EIF Common Units: $277 Million

Equity Financing (50%): $582 Million Debt Financing (50%): $582 Million

10-Year Pre-Payable Term Loan: $582 Million

RECENTLY ANNOUNCED TRANSACTION

Financing Plan

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INVESTMENT CONSIDERATIONS:

Attractive & Increasingly Diversified Business Mix Proforma 2012 Pre Transaction 2012E Inception - 2003

48% 25% 27% 88% 12%

EBITDA ~$100M EBITDA ~$200M EBITDA >$300M

Natural Gas Transmission Green Power Crude Oil Transportation & Storage

15% 47% 38%

EBITDA = earnings before interest, taxes, depreciation and amortization generated by Natural Gas Transmission and Green Power plus distributions from Alliance Canada and all other equity investees, all before deduction of corporate level expenses.

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INVESTMENT CONSIDERATIONS:

Low Risk Commercial Structures

Source: Enbridge Income Fund Management Estimates & Canadian Investment Dealer Analysis EBITDA = earnings before interest, taxes, depreciation and amortization generated by Natural Gas Transmission and Green Power plus distributions from Alliance Canada and all other equity investees, all before deduction of corporate level expenses.

EIF Post Transaction EIF Pre Transaction

Cost of Service/Take or Pay Fee for Service/Volume Risk Margin Based Commodity Exposure

Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6

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• Target Fund (EIF) Payout: ~ 80%

– After reserving for contingencies and debt amortization – Smoothed dividend payout at EIFH

• Leverage

– In keeping with asset risk profile – Target DEBT/EBITDA: 3.5x - 4.5x

• Focus on Financial Flexibility

– Enhanced access to capital markets – Maintenance of strong credit ratings: BBB(H) & Baa2

• Minimize Financial Risk

– Minimize exposure to market price movements and counterparty default

INVESTMENT CONSIDERATIONS:

Prudent Financial Management

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INVESTMENT CONSIDERATIONS:

Minimized Financial Risk

$0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200

Market Price Risk

< 1% CFaR Cash flow at Risk (CFaR**)

* Foreign Exchange, Interest Rate & Commodity **CFaR – Measures the maximum cash flow loss that could result from adverse market price movements over a 12 month period within 97.5% confidence level (1.96 std. deviations) under normal market conditions .

Counterparty Credit Risk

Receivable by Counterparty Credit Quality

Market Price* and Counterparty Risks Have Been Substantially Mitigaged

Investment Grade Security Received

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INVESTMENT CONSIDERATIONS:

Growing Liquidity and Attractive Relative Value Public Debt Float/Issuances Increasing

$0 $100 $200 $300 $400 $500 $600

Term Debt Issuances Large Yield Premium Relative to Other Enbridge Issuers

50 100 150 200 250 EPI EGD EI EIF

Indicative 10 yr Spreads

bps

Increased Liquidity Across Maturity Spectrum

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INVESTMENT CONSIDERATIONS:

Strong Sponsorship

• Economic and Strategic Alignment

– Enbridge Inc. retains a 68% economic interest in the Company

• Operational Expertise

– Asset operations – Risk management systems and processes – Project construction management

• Infrastructure Development and Investment Expertise

– Enbridge is one of North America’s most successful developer of energy infrastructure – Over $42B in consolidated assets; $18B+ in secured projects (2012 – 2016)

ENF benefits from Ownership and Expertise of Enbridge Inc.

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INVESTMENT SUMMARY Designed and Managed for Strength and Stability

• Diversified Portfolio of Energy Infrastructure
• Low Risk Business Model
• Solid Underlying Fundamentals
• Cost of Service, Take-or-Pay or Fee For Service Revenue Models
• Prudent Financial Policies, Minimal Market Price Risk
• Ongoing Enbridge Inc. Sponsorship
• Increasing Liquidity in Debt Capital Markets
• Attractive Relative Pricing vs. Enbridge Inc. & Peers

Pending Acquisition will Further Reinforce the Low Risk Value Proposition

DBRS: BBB (H) Moody’s: Baa2

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APPENDIX

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Above Ground Storage Details

Location Hardisty, Alberta Capacity Approximately 7.5 million barrels Revenue Agreements through years 17 - 24 Existing contracts at existing contract rates. Once the HCT principal storage contracts expire, Enbridge will contract with the purchaser for an additional 15 years. Pricing based on the final year rate of the existing contract inflated at 2% per year thereafter. Post HCT 15 Year Enbridge Contract through years 32 - 39 Enbridge renewal option. Pricing based

• n the final year rate of HCT 15 year

Enbridge Contract inflated at 1% per year thereafter.

Land Leases

All land owned by Enbridge Midstream Inc. In Service 2009

Hardisty Contract Terminal

Athabasca Athabasca Pipeline Waupisoo Pipeline Edmonton Hardisty

Express

Hardisty Contract Terminal

Low Risk Business Model Long Term Take or Pay Contract

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Storage Caverns Details

Location Hardisty, Alberta Capacity Approximately 3.5 million barrels Revenue Agreements through year 23 Existing contracts at existing rates. Once the HSC Principal Storage Contract expires, Enbridge will contract with the purchaser for an additional 15 years. Pricing based on the final year rate of the existing contract inflated at 2% per year thereafter. Post HSC 15 Year Enbridge Contract through years 24 - 38 Enbridge renewal option. Pricing based

• n the final year rate of HCS 15 year

Enbridge Contract inflated at 1% per year thereafter.

Land Leases

North, South & East Terminal land

• wned by HCS

West cavern under long-term lease In Service 2003

Hardisty Storage Caverns

Athabasca Athabasca Pipeline Waupisoo Pipeline Edmonton Hardisty

Express

Hardisty Storage Caverns

Low Risk Business Model Long Term Take or Pay Contract

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Project Details

Location West shores of Lake Superior – near Thunder Bay Capacity (AC) 99MW Capacity Factor 33.2% Technology 43 Siemens SWT-2.3-101 turbines O&M Contract 5-year fixed price comprehensive service, maintenance and warranty agreement Energy Purchaser 20 year OPA Contract PPA Prices Consent Pending Land Leases 25-year fixed term Crown land lease with a 15 year renewal option In Service October 2011 Expansion Opportunities 55 MW potential

Greenwich Wind Project

Low Risk Business Model In Operation with Long Term Take or Pay Contract

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Kincardine

Amherstburg Project Tilbury Project

Project Details

Amherstburg

Tilbury

Location Southwestern Ontario Near Tabot Wind Farm Capacity (AC) 15 MW – Two adjacent farms: 10 MW & 5 MW 5 MW Capacity Factor 18.1% 17.8% Technology Thin Film (First Solar) Thin Film (First Solar) O&M Contract First Solar – 10 year agreement (Enbridge

• ption to renew for

another 10 years) First Solar – 10 year agreement (Enbridge

• ption to renew for

another 10 years) Energy Purchaser OPA Standard Offer Contracts (20-year) OPA Standard Offer Contracts (20-year) PPA Prices $420/MWh $420/MWh Land Leases 25 year lease (20 year extension) Fee Simple In Service August 2011 December 2010

Amherstburg & Tilbury Solar Projects

Low Risk Business Model In Operation with Long Term Take or Pay Contracts

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CORPORATE STRUCTURE

Post Acquisition

Through its investment in Enbridge Income Fund Holdings and its common and preferred interest in Enbridge Income Fund, Enbridge Inc. owns 67.8% economic interest in the Fund.

80.1% 19.9% 84.5%

Liquids Assets Alliance Pipeline Green Power

15.5%

Bank Debt Medium Term Notes

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3-10 Years 2 Price Tiers Fixed Rates 1-10 Years 3 Price Tiers Fixed Rates

FDS FT-1 FRS

1-10 Years 3 Price Tiers Negotiated Fixed Rates

Canada U.S.

3-10 Years Negotiated Index Based Rates

FDS

Canada U.S.

FT-1 FT-1

3-10 Years 2 Price Tiers Negotiated Fixed Rates

Segmented Index Based Full Path

Title Transfer

$/GJ $/Mcf $/Mcf 3-10 Years Negotiated Index Based Rates $/GJ $/Dth $/Dth $/Mcf Chicago Hub

Energy tolls converted @ fixed 41MJ/m3 (1,100 Btu/cf)

Chicago Hub 3-10 Years 2 Price Tiers Fixed Rates

FT-1C

Canada U.S.

Chicago Hub

ATP

A Variety of Services & Toll Options to Suit Customers Needs

ALLIANCE PIPELINE CANADA

New Services Framework