PARTNERS' CAPITAL (Tables)

9 Months Ended

Sep. 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)
July 30, 2015	August 7, 2015	August 14, 2015	$	0.5830	$	257.9	$	41.0	$	0.8	$	216.1
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 3,437,370 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 nine months
	ended
	September 30,
	2015			2014
	(in millions)
Series 1 Preferred interests
Beginning balance	$	1,175.6		$	1,160.7
Net income		67.5			67.5
Accretion of discount on preferred units		10.1			11.1
Distribution payable		(67.5	)		(67.5	)
Ending balance	$	1,185.7		$	1,171.8
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		125.1			157.7
Distributions		(619.9	)		(544.2	)
Transfer of interests in subsidiary to Midcoast Energy Partners, L.P.		—			(125.4	)
Acquisition of noncontrolling interest in subsidiary		403.7
Ending balance	$	4,359.9		$	4,125.8
Accumulated other comprehensive loss
Beginning balance	$	(211.4	)	$	(76.6	)
Changes in fair value of derivative financial instruments reclassified to earnings		(6.4	)		22.2
Changes in fair value of derivative financial instruments recognized in other comprehensive loss		(170.9	)		(104.6	)
Ending balance	$	(388.7	)	$	(159.0	)
Noncontrolling interest
Beginning balance	$	3,609.0		$	1,975.6
Capital contributions		740.6			1,083.0
Transfer of interests in subsidiary to Midcoast Energy Partners, L.P.		—			125.4
Acquisition of noncontrolling interest in subsidiary		(403.7	)		—
Other comprehensive income (loss) allocated to noncontrolling interest		(3.9	)		1.8
Net income		139.1			149.4
Distributions to noncontrolling interest		(178.7	)		(80.9	)
Ending balance	$	3,902.4		$	3,254.3
Total partners' capital at end of period	$	9,059.3		$	8,392.9


2015 Issuance Date	Number of Class A common units Issued		Offering Price per Class A common unit		Net Proceeds to the Partnership⁽¹⁾		General Partner Contribution⁽²⁾		Net Proceeds Including General Partner 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.