U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

**FORM 40-F/A**

 

[       ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

[  ü  ]   ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
| For the   fiscal year ended December 31, 2013 | Commission   file number 001-15254 |
|----------------------------------------------------|------------------------------------|

 

 

**ENBRIDGE INC.**

*(Exact name of Registrant as specified in its charter)*

 

Not Applicable

*(Translation of Registrant’s Name into English (if applicable))*

 

| **Canada**

*(Province or other jurisdiction*

*of incorporation or   organization)* | ** ** | **4923**

*(Primary Standard Industrial*

*Classification Code*

*Number (if applicable))* | ** ** | **None**

*(I.R.S. Employer Identification*

*Number (if applicable))* |
|--------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------|

 

**3000 Fifth Avenue Place**

**425 – 1****st**** Street S.W.**

**Calgary, Alberta, Canada  T2P 3L8**

**Telephone Number:  (403) 231-3900**

*(Address and telephone number of Registrant’s principal executive offices)*

 

**Enbridge (U.S.) Inc.**

**1100 Louisiana, Suite 3200**

**Houston, Texas 77002**

**Telephone Number:  (713) 650-8900**

*(Name, address (including zip code)*and telephone number *(including area code)**of agent for service in the United States)*

 

** **

**Securities registered pursuant to Section 12(b) of the Act:**

 
|   | Title of   each class |   | Name of   each exchange on which registered |
|--------|-----------------------|--------|---------------------------------------------|
|   | Common   Shares       |   | New York   Stock Exchange                   |

 

**Securities registered pursuant to Section 12(g) of the Act:**  None

 

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:**

 

None

 

For annual reports, indicate by check mark the information filed with this Form:

 

 
|   | [     ]    Annual Information Form | [     ]    Audited annual financial statements |
|--------|-------------------------------------------------------------|-------------------------------------------------------------------------|

 

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

831,107,036 Common shares (as at December 31, 2013)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 
|   | [  ü  ]  Yes | [        ]  No |
|--------|----------------------------------|----------------------------------------------|

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 
|   | [  ü  ]  Yes | [        ]  No |
|--------|----------------------------------|----------------------------------------------|

 

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**EXPLANATORY NOTE**

 

We are filing this amendment No. 1 to our Annual Report on Form 40-F for the fiscal year ended December 31, 2013, as originally filed with the Securities and Exchange Commission on February 14, 2014 (the “Original Filing”), for the sole purpose of correcting typographical errors in the Independent Auditor’s Report included in Exhibit 99.6 to the Original Filing. A corrected copy of such report is included as Exhibit 99.3 hereto.

 

No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.

 

**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
| ** ** | ** **  | **ENBRIDGE   INC.** |
|------------|-------------|---------------------|
|       |        |                |   |
|       |        |                |   |
| Date:      | May 6, 2014 | By:                 |  /s/ Tyler W.   Robinson |
|       |        |                |  Tyler W. Robinson |
|       |        |                |  Vice President   & Corporate Secretary |

 

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**EXHIBIT INDEX**

 

 

99.1                    Certificate of the Chief Executive Officer under Section 302 of the *Sarbanes-Oxley Act of 2002*.

 

99.2                    Certificate of the Chief Financial Officer under Section 302 of the *Sarbanes-Oxley Act of 2002*.

 

99.3                    Independent Auditor’s Report of PricewaterhouseCoopers LLP.

 

99.4     Consent of PricewaterhouseCoopers LLP, independent auditors of the Registrant.

 

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