12. VARIABLE INTEREST ENTITIES

Midcoast Energy Partners, L.P.

MEP is a publicly-traded Delaware limited partnership. As of December 31, 2016, we owned a 51.9% direct limited partner interest in MEP. In addition, we own MEP’s general partner, Midcoast Holdings GP, L.L.C. The public owns the remaining interests in MEP. We are the primary beneficiary of MEP because (1) through our ownership of MEP’s general partner and our majority limited partner interest, we have the power to direct the activities that most significantly impact MEP’s economic performance; and (2) we have the obligation to absorb losses and the right to receive residual returns that potentially could be significant to MEP.

As of December 31, 2016 and 2015, our consolidated statements of financial position include total assets of $4,913.9 million and $5,227.2 million, respectively, and total liabilities of $1,138.1 million and $1,220.7 million, respectively, related to MEP. Only the assets of MEP can be used to settle MEP’s obligations. We do not have an obligation to provide financial support to MEP other than through certain contractual obligations, as prescribed by the terms of certain indemnities and guarantees, to pay specified liabilities of MEP.

Midcoast Operating, L.P.

Midcoast Operating is a Texas limited partnership. As of December 31, 2016, we and MEP owned 48.4% and 51.6%, respectively, of direct limited partner interest in Midcoast Operating. In addition, MEP owns Midcoast Operating’s general partner, Midcoast OLP GP, L.L.C. MEP is the primary beneficiary of Midcoast Operating because (1) through MEP’s ownership in Midcoast Operating’s general partner and majority limited partner interest, MEP has the power to direct the activities that most significantly impact Midcoast Operating’s economic performance; and (2) MEP has the obligation to absorb losses and the right to receive residual returns that potentially could be significant to Midcoast Operating. In addition, MEP is the entity within the related party group that is most closely associated with Midcoast Operating. As such, MEP consolidates Midcoast Operating. As discussed above, we consolidate MEP, and by extension also consolidate Midcoast Operating.

Enbridge Energy, Limited Partnership

OLP is a Delaware limited partnership that has established several series of partnership interests. As of December 31, 2016, we owned, directly or indirectly, 100% of the general partner interests in each series of OLP, as well as 100% of the Series LH and Series AC limited partner interests in OLP. In addition, including our ownership of the general partner interests, we directly and indirectly owned 25% of the Series EA and Series ME interests in OLP. Our General Partner owns the remaining 75% interests in Series EA and Series ME interests in OLP. We are the primary beneficiary of OLP because (1) through our ownership of the general partner interests in each of the OLP’s series and our limited partner interests in each series, we have the power to direct the activities that most significantly impact OLP’s economic performance; and (2) we have the obligation to absorb losses and the right to receive residual returns that potentially could be significant to OLP. In addition, we are the entity within the related party group that is most closely associated with OLP.

As of December 31, 2016 and 2015, our consolidated statements of financial position include total assets of $11,386.6 million and $11,074.9 million, respectively, and total liabilities of $759.8 million and $998.2 million, respectively, related to OLP. Only the assets of OLP can be used to settle OLP’s obligations. We currently do not have any obligation to provide financial support to OLP, although from time to time, we may provide certain indemnities and guarantees for payment of specified liabilities to third parties in the event that OLP becomes in default under contracts with those third parties.

North Dakota Pipeline Company, L.L.C.

North Dakota Pipeline Company, L.L.C., or NDPC, is a Delaware limited liability company. As of December 31, 2016, we directly owned 100% of the Class A units and 62.5% of the Class B units in NDPC. Williston Basin Pipeline LLC, or Williston, an affiliate of Marathon Petroleum Corporation, or MPC, owns the remaining 37.5% of Class B units in NDPC, which were used to fund the Sandpiper Project. We are the primary beneficiary of NDPC because (1) through our 100% ownership in NDPC’s Class A units and majority ownership in its Class B units, we have the power to direct the activities that most significantly impact NDPC’s economic performance; and (2) we have the obligation to absorb losses and the right to receive residual returns that potentially could be significant to NDPC.

As of December 31, 2016 and 2015, our consolidated statements of financial position include total assets of $1,045.1 million and $1,746.3 million, respectively, and total liabilities of $53.0 million and $84.8 million, respectively, related to NDPC. Only the assets of NDPC can be used to settle NDPC’s obligations. We currently do not have any obligation to provide financial support to NDPC, although from time to time we may provide certain indemnities and guarantees for payment of specified liabilities to third parties in the event that NDPC becomes in default under contracts with those third parties.

The following table includes assets to be used to settle liabilities of our consolidated VIEs and liabilities of our consolidated VIEs for which creditors do not have recourse to our general credit as the primary beneficiary. These assets and liabilities are included in our consolidated balance sheet.


	December 31,
	2016		2015
	(in millions)
ASSETS
Cash and cash equivalents	$	44.7	$	108.7
Restricted cash	$	11.0	$	20.6
Receivables, trade and other, net	$	10.3	$	22.8
Due from General Partner and affiliates	$	76.1	$	51.9
Accrued receivables	$	38.1	$	77.4
Inventory	$	29.6	$	35.1
Other current assets	$	91.3	$	165.3
Property, plant and equipment, net	$	16,267.8	$	16,766.6
Equity investment in joint ventures	$	360.7	$	372.3
Intangible assets, net	$	258.4	$	279.8
Other assets, net	$	157.6	$	147.9
LIABILITIES
Accounts payable and other	$	236.3	$	534.2
Due to General Partner and affiliates	$	129.0	$	123.4
Accrued purchases	$	176.4	$	144.1
Interest payable	$	8.5	$	8.7
Environmental liabilities	$	99.8	$	95.7
Property and other taxes payable	$	103.8	$	100.5
Long-term debt	$	1,017.8	$	1,087.4
Other long-term liabilities	$	179.3	$	209.7