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Enbridge Income Fund Holdings Inc. Announces Fourth Quarter Results; Declares Monthly Dividend

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CALGARY, ALBERTA -- (Marketwire) -- 02/12/13 -- HIGHLIGHTS

-- Earnings for the fourth quarter and year ended December 31, 2012 totaled $16.6 million ($0.39 per common share) and $59.8 million ($1.48 per common share), respectively.-- The Company announced an 8.0% dividend increase in December 2012.-- The Fund's cash available for distribution (CAFD) increased 46% in 2012 primarily as a result of a full year contribution from a portfolio of renewable power generation assets acquired in October 2011.-- In December 2012, the Company and the Fund completed a further acquisition of crude oil storage facilities and renewable power generation facilities (the 2012 Acquisition) from Enbridge Inc. (Enbridge) for an aggregate price of $1.168 billion.-- A monthly dividend of $0.11125 per common share was declared by the Company's Board of Directors to be paid on March 15, 2013.



Enbridge Income Fund Holdings Inc. (TSX: ENF) (ENF or the Company) announced today earnings of $59.8 million, or $1.48 per common share, for the year ended December 31, 2012, 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 $195.6 million for the year ended December 31, 2012 compared with $134.3 million in the prior year. The improvement in CAFD is primarily due to increased cash flow generated by the Fund's Green Power business following the acquisition of a 369 megawatt (MW) portfolio of wind and solar power generation assets owned by subsidiaries of Enbridge in October 2011 (the 2011 Acquisition).

"Enbridge Income Fund Holdings delivered very solid results for 2012, growing distributable cash flow by 46% over the previous year," said John Whelen, President, Enbridge Income Fund Holdings Inc. "We are very pleased with the overall performance of the renewable power generation assets that we acquired from Enbridge in the fall of 2011. They have proved to be a very strong contributor to earnings and cash flows in 2012.

"The successful completion of another significant acquisition of crude oil storage and additional renewable energy assets from Enbridge in the fourth quarter of 2012 has further strengthened and diversified the Fund's portfolio of low-risk energy infrastructure assets and helped support an 8% increase in the Company's monthly dividend in December," Mr. Whelen continued.

The Fund also made progress on organic growth opportunities. The Bakken Expansion Program, a joint initiative between the Fund and Enbridge Energy Partners, L.P., is expected to be completed in the first quarter of 2013. The project, which involves the reversal of existing pipelines and the construction of new pipeline and related facilities, will provide capacity to bring up to an additional 145,000 barrels per day of light crude oil to Enbridge's mainline terminal in Cromer, Manitoba. The total cost for the Fund's portion of this project is expected to be $190 million.

Construction of NRGreen's Whitecourt Recovered Energy Project near Whitecourt, Alberta, remains on schedule with an expected in-service date in the second quarter of this year. Once completed, the waste heat facility will generate 14 MW of clean energy and will bring the Fund's interests in renewable and alternative power generation to 530 MW of capacity.

In December, the Fund completed a $500 million issue of medium term notes comprised of $275 million of 3.94%, 10-year notes and $225 million of 2.92%, 5-year notes. Proceeds of the offering were used to repay a 5% subordinated term loan that had been provided by Enbridge to partially fund the 2012 acquisition.

"The success of this offering clearly demonstrates the Fund's ability to access capital on attractive terms and the interest cost savings achieved with this refinancing further enhances the accretive nature of the acquisition we completed in December 2012," noted Mr. Whelen.

On February 11, 2013, the Company's Board of Directors declared a monthly cash dividend of $0.11125 per common share to be paid on March 15, 2013 to shareholders of record at the close of business on February 28, 2013. The dividend is designated an eligible dividend for Canadian tax purposes which qualifies for the enhanced dividend tax credit.

FOURTH QUARTER 2012 REVIEW

The audited 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 fourth quarter and year ended December 31, 2012 were $16.6 million ($0.39 per common share) and $59.8 million ($1.48 per common share), respectively, compared with $16.8 million ($0.46 per common share) and $37.3 million ($1.33 per common share) for the fourth quarter and year ended December 31, 2011. Fourth quarter 2012 earnings reflected the Company's increased ownership in the Fund and a 11% per unit increase in the Fund's distribution.-- The Fund generated cash available for distribution for the three months and year ended December 31, 2012 of $43.8 million and $195.6 million, respectively. Fourth quarter 2012 CAFD was impacted by weak wind and solar resource at the Fund's Green Power facilities, higher maintenance capital expenditures within the Fund's Liquids Transportation and Storage business and higher Corporate costs incurred in connection with the 2012 Acquisition.-- In December 2012, the Fund completed the 2012 Acquisition for an aggregate price of $1.168 billion, inclusive of working capital adjustments. The assets acquired consist of above and below ground crude oil storage facilities at Hardisty, Alberta, the 99 MW Greenwich Wind Project near Thunder Bay, Ontario, and the 15 MW Amherstburg and 5 MW Tilbury Solar Projects in Southern Ontario.-- The Fund financed the 2012 Acquisition with a combination of debt and equity. Enbridge provided the Fund with a $582.0 million unsecured, subordinated pre-payable 10-year loan at a fixed interest rate of 5% per annum. The Fund issued 13,159,000 preferred units of ECT to Enbridge at a price of $23.15 per unit (gross proceeds of $304.6 million) and 11,982,000 trust units to the Company at a price of $23.15 per unit (gross proceeds of $277.4 million). To finance its increased investment in the Fund, the Company completed an offering of 9,597,000 subscription receipts (subsequently converted to common shares) at a price of $23.15 per unit and issued 2,385,000 common shares to Enbridge at price of $23.15 per common share for total proceeds of $277.4 million.-- In December 2012, the Fund also issued $275.0 million of 10-year medium term notes at a fixed interest rate of 3.94% and $225.0 million of 5- year medium term notes at a fixed interest rate of 2.92%. The proceeds from the issues and a draw of $82.0 million of the Fund's credit facility were used to repay the $582.0 million loan provided by Enbridge in connection with the 2012 Acquisition.-- The 145,000 barrels per day (bpd) Bakken Expansion Program is expected to be in service in the first quarter of 2013. Total costs of the Canadian portion of the project are currently expected to be $190 million. Firm take or pay commitments totaling 100,000 bpd have been received from anchor shippers, a portion of which are subject to a waiver of 25% of the take or pay amount in 2013. As a result of high crude oil differentials at markets serviced by downstream pipelines, capacity is not expected to be well utilized in 2013.-- The Company's Board of Directors declared monthly dividends of $0.103 per common share for each of October and November and $0.11125 per common share for December.



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 interests in more than 500 megawatts of renewable and alternative power generation capacity, a portfolio of liquids transportation and storage businesses and a 50% interest in the Canadian segment of the Alliance Pipeline. 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 earnings or earnings per share;-- 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, Fund distributions and taxability thereof;-- the Fund's expected cash available for distribution; and-- expected future actions of regulators.



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 operates, 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, 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 is as follows:

Three months ended Year ended December 31, December 31, -------------------------------------------- -------------------------------------------- 2012 2011 2012 2011----------------------------------------------------------------------------(millions of Canadian dollars)Cash provided by operating activities(1) 58.3 102.8 266.7 338.5 Add/(deduct): Retrospective pre-Acquisition cash flows(1) (13.2) (22.5) (82.4) (189.7) Green Power maintenance capital expenditures - - (0.2) (0.2) Green Power joint ventures cash distributed/(retained) (1.1) (0.4) 0.2 (1.3) Liquids Transportation and Storage maintenance capital expenditures (5.1) (2.3) (12.1) (5.4) Change in operating assets and liabilities in the period 4.9 (27.2) 23.4 (7.6)----------------------------------------------------------------------------Cash available for distribution 43.8 50.4 195.6 134.3--------------------------------------------------------------------------------------------------------------------------------------------------------(1) In accordance with U.S. GAAP, cash provided by operating activities for all 2012 and 2011 periods has been retrospectively adjusted to furnish comparative information related to the 2012 Acquisition and the 2011 Acquisition. 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 Three months ended Year ended HOLDINGS INC. December 31, December 31, ---------------------------------------------------- 2012 2011 2012 2011----------------------------------------------------------------------------(millions of Canadian dollars, except share and per share amounts)Earnings 16.6 16.8 59.8 37.3 Earnings per common share, basic and diluted $ 0.39 $ 0.46 $ 1.48 $ 1.33Cash provided by operating activities 14.0 12.5 53.1 35.7Dividends declared 15.9 13.1 52.8 34.8 Dividends per common share $ 0.317 $ 0.302 $ 1.244 $ 1.166Number of common shares outstanding 51,723,000 39,741,000----------------------------------------------------------------------------ENBRIDGE INCOME Three months ended Year ended FUND(1) December 31, December 31, -------------------------------------------------------- 2012 2011(3) 2012 2011(3)----------------------------------------------------------------------------(millions of Canadian dollars, except unit and per unit amounts)Earnings Green Power 13.8 14.9 70.7 16.8 Liquids Transportation and Storage 13.6 11.8 50.3 47.2 Alliance Canada 12.6 13.0 51.3 54.2 Corporate (30.2) (26.3) (116.4) (64.9) Retrospective Adjustments(2) 5.6 14.5 31.9 94.2---------------------------------------------------------------------------- 15.4 27.9 87.8 147.5Cash available for distribution(3) Green Power 26.5 23.9 121.4 27.2 Liquids Transportation and Storage 18.5 20.2 74.2 78.2 Alliance Canada 16.5 17.5 70.9 71.9 Corporate (17.7) (11.2) (70.9) (43.0)---------------------------------------------------------------------------- 43.8 50.4 195.6 134.3Cash provided by operating activities(2) 58.3 102.8 266.7 338.5Cash distributions declared 42.2 36.9 154.4 112.3 Distributions per trust unit and ECT preferred unit $ 0.376 $ 0.357 $ 1.462 $ 1.392Number of units outstanding ECT preferred units 67,233,750 54,074,750 Trust units 61,223,000 49,241,000Operating Results Green Power (thousands of megawatt hours produced) Wind Projects 265.2 239.1 877.1 301.5 Solar Projects 15.8 12.9 128.0 12.9 NRGreen (50%) 18.2 18.9 70.6 69.6 Liquids Transportation and Storage (thousands of barrels per day) Westspur System 173.6 225.5 182.4 200.2 Saskatchewan Gathering System 123.4 147.2 129.8 135.4 Weyburn System 30.8 32.5 31.5 31.0 Virden System 22.3 18.1 23.2 18.4 Alliance Canada (millions of cubic feet per day) 1,561.0 1,562.0 1,553.0 1,564.0--------------------------------------------------------------------------------------------------------------------------------------------------------(1) Financial Highlights for Enbridge Income Fund have been extracted from financial statements prepared in accordance with U.S. GAAP.(2) In accordance with U.S. GAAP, earnings and cash provided by operating activities for all 2012 and 2011 periods have been retrospectively adjusted to furnish comparative information related to the 2012 Acquisition and the 2011 Acquisition. Financing charges have not been retrospectively adjusted. The impact of the retrospective adjustments has been eliminated from CAFD as these cash flows were not available to distribute to unitholders.(3) See Non-GAAP Measures.





Contacts:
Enbridge Income Fund Holdings Inc.
Media
Jennifer Varey
(403) 508-6563
jennifer.varey@enbridge.com

Enbridge Income Fund Holdings Inc.
Investment Community
Teri Majer
(403) 508-3185
teri.majer@enbridge.com
www.enbridge.com



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