PARTNERS' CAPITAL (Tables)

6 Months Ended

Jun. 30, 2015

							Amount of
					Cash		Distribution		Retained
					available		of i-units to		from
Distribution		Distribution	Distribution		for		i-unit		General		Distribution
Declaration Date	Record Date	Payment Date	per Unit		distribution		Holders ⁽¹⁾		Partner ⁽²⁾		of Cash
			(in millions, except per unit amounts)
April 30, 2015	May 8, 2015	May 15, 2015	$	0.5700	$	249.9	$	39.5	$	0.8	$	209.6
January 29, 2015	February 6, 2015	February 13, 2015	$	0.5700	$	233.9	$	38.9	$	0.8	$	194.2

⁽¹⁾

We issued 2,099,401 i-units to Enbridge Management, the sole owner of our i-units, during 2015 in lieu of cash distributions.

⁽²⁾

We retained an amount equal to 2% of the i-unit distribution from our General Partner to maintain its 2% general partner interest in us.

	For the six months
	ended
	June 30,
	2015			2014
	(in millions)
Series 1 Preferred interests
Beginning balance	$	1,175.6		$	1,160.7
Net income		45.0			45.0
Accretion of discount on preferred units		8.0			7.3
Distribution payable		(45.0	)		(45.0	)
Ending balance	$	1,183.6		$	1,168.0
General and limited partner interests
Beginning balance	$	4,156.2		$	4,637.7
Proceeds from issuance of partnership interests, net of costs		294.8			—
Net income		43.0			137.2
Distributions		(403.8	)		(356.9	)
Acquisition of noncontrolling interest in subsidiary		403.7			—
Ending balance	$	4,493.9		$	4,418.0
Accumulated other comprehensive loss
Beginning balance	$	(211.4	)	$	(76.6	)
Changes in fair value of derivative financial instruments reclassified to earnings		(3.5	)		16.6
Changes in fair value of derivative financial instruments recognized in other comprehensive loss		(44.1	)		(152.4	)
Ending balance	$	(259.0	)	$	(212.4	)
Noncontrolling interest
Beginning balance	$	3,609.0		$	1,975.6
Capital contributions		502.6			612.9
Acquisition of noncontrolling interest in subsidiary		(403.7	)		—
Other comprehensive loss allocated to noncontrolling interest		(2.6	)		(0.3	)
Net income		61.3			78.7
Distributions to noncontrolling interest		(171.2	)		(42.5	)
Ending balance	$	3,595.4		$	2,624.4
Total partners' capital at end of period	$	9,013.9		$	7,998.0

Net Proceeds

Number of

Including

Class A

Offering Price

Net Proceeds

General

2015

common units

per Class A

to the

Partner

Issuance Date

Issued

common unit

Partnership⁽¹⁾

Contribution⁽²⁾

Contribution

(in millions, except units and per unit amount)

March

8,000,000

36.70

288.8

6.0

294.8

⁽¹⁾	Net of underwriters' fees and discounts, commissions and issuance expenses.
⁽²⁾	Contributions made by the General Partner to maintain its 2% general partner interest.