8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 28, 2011

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-10934	39-1715850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 821-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Enbridge Energy Partners, L.P. referred to herein as “we” or “our,” issued a press release on January 28, 2011 announcing its financial results for the quarter ended December 31, 2010, which is attached hereto as Exhibit 99.1. As noted in the press release, a copy of our unaudited consolidated financial statements for the three and twelve month periods ended December 31, 2010 is available on our website at www.enbridgepartners.com and is attached hereto as Exhibit 99.2. This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Reference is made to the “Index of Exhibits” following the signature page, which is hereby incorporated into this Item.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENBRIDGE ENERGY PARTNERS, L.P.
	(Registrant)
	By: Enbridge Energy Management, L.L.C.
	as delegate of Enbridge Energy Company, Inc., its General Partner
Date: January 28, 2011	By:	/S/ WILLIAM M. RAMOS
		William M. Ramos
		Controller
		(Duly Authorized Officer)

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Index of Exhibits

Exhibit No.	Description
99.1	Press release of Enbridge Energy Partners, L.P., dated January 28, 2011 reporting financial results for the quarter ended December 31, 2010.
99.2	Unaudited consolidated financial statements of Enbridge Energy Partners, L.P. for the three and twelve month periods ended December 31, 2010.

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EX-99.1

Exhibit 99.1

news release

Enbridge Energy Partners declares distribution and reports 2010 earnings

HOUSTON, Jan. 28, 2011 — Enbridge Energy Partners, L.P. (NYSE:EEP) (“Enbridge Partners” or “the Partnership”) today declared a cash distribution of $1.0275 per unit payable February 14, 2011 to unitholders of record on February 4, 2011. The Partnership’s key financial results for the fourth quarter of 2010, compared to the same period in 2009, were as follows:

	Three months ended December 31,					Twelve months ended December 31,
(unaudited, dollars in millions except per unit amounts)	2010			2009		2010			2009
Net income (loss)	$	(47.5	)	$	73.3	$	(198.5	)	$	316.6
Net income (loss) per unit		(0.53	)		0.50		(2.18	)		2.24
Adjusted EBITDA*		266.7			224.4		1,075.5			895.4
Adjusted net income		89.3			89.4		422.0			377.1
Adjusted net income per unit		0.56			0.64		2.91			2.75

*includes non-controlling interest

Adjusted net income reported above eliminates the estimated impact of expenses and lost revenues associated with the incidents on lines 6A and 6B and non-cash, mark-to-market net gains and losses, among other adjustments. See Non-GAAP Reconciliations table below for a detailed description of adjustments.

Adjusted net income of $422 million for the year was 12% higher than adjusted net income in 2009 and within the top half of guidance. This increase was mainly driven by increased revenues resulting from the completion of the North Dakota Phase VI expansion, the Alberta Clipper project and the acquisition of the Elk City natural gas gathering and processing system. Adjusted net income of $89.3 million for the quarter was slightly below the same period of 2009. The quarter was mainly impacted by higher operating costs in our liquids and natural gas segments that were partially offset by additional revenues on our liquids pipelines segment resulting from the incremental volumes and rates associated with the Alberta Clipper and North Dakota expansions.

Mark Maki, President of the Partnership’s management company, commented: “We have completed a significant portion of the clean-up, remediation and restoration activities related to the crude oil spill on Line 6B in Marshall, Michigan. We continue to work in close cooperation with federal and state authorities and we are fully committed to remediate the oil spill site to their satisfaction.”

“We made significant progress during 2010 and are excited about the future of the Partnership. We increased our distribution to $4.11 per unit (annualized), or approximately 3.8 percent over the prior year and in-line with our 2 to 5% annual growth target. We also made a significant acquisition within our natural gas segment and secured additional growth projects around our oil and natural gas pipeline systems. We expect all these projects will be accretive and contribute toward achieving our

distribution growth targets. We expect business fundamentals will continue to improve in 2011 and as a result estimate our net income will be between $465 million and $495 million for the year.”

COMPARATIVE EARNINGS STATEMENT

	Three months ended December 31,					Twelve months ended December 31,
(unaudited, dollars in millions except per unit amounts)	2010			2009		2010			2009
Operating revenue	$	2,168.2		$	1,627.6	$	7,736.1		$	5,731.8
Operating expenses:
Cost of natural gas		1,713.1			1,251.5		5,963.3			4,180.8
Environmental costs		118.7			0.4		600.8			2.4
Operating and administrative		172.2			149.2		582.1			546.2
Power		35.6			31.2		141.1			128.1
Depreciation and amortization		86.0			66.0		311.2			257.7
Impairment charge		-			-		10.3			-
Operating income (loss)		42.6			129.3		127.3			616.6
Interest expense		75.8			58.7		274.8			228.6
Other income (expense)		1.4			10.9		17.5			13.4
Income (loss) from continuing operations before income tax expense		(31.8	)		81.5		(130.0	)		401.4
Income tax expense		0.4			1.7		7.9			8.5
Income (loss) from continuing operations		(32.2	)		79.8		(137.9	)		392.9
Loss from discontinued operations		-			2.6		-			(64.9	)
Net income (loss)		(32.2	)		82.4		(137.9	)		328.0
Less: Net income attributable to noncontrolling interest		15.3			9.1		60.6			11.4
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(47.5	)	$	73.3	$	(198.5	)	$	316.6
Less: Allocations to General Partner		16.9			13.9		61.6			55.8
Net income (loss) allocable to Limited Partners	$	(64.4	)	$	59.4	$	(260.1	)	$	260.8
Weighted average Limited Partner units (millions)		123.0			117.6		119.6			116.4
Net income (loss) per Limited Partner unit (dollars)	$	(0.53	)	$	0.50	$	(2.18	)	$	2.24

COMPARISON OF QUARTERLY RESULTS

Following are explanations for significant changes in the Partnership’s financial results, comparing the fourth quarter of 2010 with the fourth quarter of 2009. The comparison refers to adjusted operating income, which excludes the effect of non-cash and nonrecurring items (see Non-GAAP Reconciliations section below).

Adjusted Operating Income	Three months ended December 31,						Twelve months ended December 31,
(unaudited, dollars in millions)	2010			2009			2010			2009
Liquids	$	128.9		$	117.5		$	592.5		$	443.7
Natural Gas		49.1			27.8			148.0			154.2
Marketing		2.1			3.4			10.4			21.3
Corporate		(0.8	)		(2.2	)		(4.1	)		(5.2	)
Adjusted operating income	$	179.3		$	146.5		$	746.8		$	614.0

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Liquids – Fourth quarter 2010 adjusted operating income for the Liquids segment increased to $128.9 million from $117.5 million from the comparable period in 2009. The increase of $11.4 million in adjusted operating income was primarily driven by the Lakehead and North Dakota systems associated with completion and startup of the Alberta Clipper Pipeline and the North Dakota Phase VI expansion project. Increased delivery volumes on the North Dakota system as a result of the additional capacity added by the North Dakota Phase VI expansion project also contributed to the increase in revenue for 2010. Partially offsetting the higher operating revenues is $22.7 million of additional power, operating and depreciation expenses associated with the new assets placed in service over the past year.

Liquids Systems Deliveries	Three months ended December 31,				Twelve months ended December 31,
(thousand barrels per day)	2010		2009		2010		2009
Lakehead		1,658		1,672		1,655		1,650
Mid-Continent		223		236		212		238
North Dakota		167		121		165		110
Total		2,048		2,029		2,032		1,998

Natural Gas – Quarterly adjusted operating income for the Natural Gas segment was $49.1 million for the three month period ended December 31, 2010, an increase of $21.3 million from the $27.8 million of adjusted operating income for the same period in 2009. The increase in operating income is primarily the result of our September 2010 Elk City Natural Gas Gathering and Processing system acquisition coupled with higher natural gas volumes on our Anadarko system and to a lesser extent our East Texas system.

Natural Gas Throughput	Three months ended December 31,				Twelve months ended December 31,
(MMBtu per day)	2010		2009		2010		2009
East Texas		1,337,000		1,227,000		1,280,000		1,443,000
Anadarko (1)		948,000		519,000		752,000		570,000
North Texas		361,000		371,000		358,000		387,000
Total		2,646,000		2,117,000		2,390,000		2,400,000

⁽¹⁾ Average daily volumes for the three months and the year ended December 31, 2010 include 227,000 MMBtu/d and 76,000 MMBtu/d, respectively, of volumes associated with our acquisition of the Elk City Natural Gas Gathering and Processing System.

Marketing – The Marketing segment reported adjusted operating income of $2.1 million for the three month period ended December 31, 2010, a decrease of $1.3 million from the $3.4 million of adjusted operating income for the same period of 2009. The decrease in the 2010 quarter is attributable to more limited opportunities to realize benefits from differences in prices between receipt and delivery locations where natural gas is purchased and sold by the Marketing segment.

Partnership Financing – In November 2010, the Partnership completed an underwritten public offering of approximately 6 million Class A common units at a price of $60.12 per unit for net proceeds of approximately $347.4 million. In addition, the Partnership issued 144,615 Class A common units at sales prices averaging $55.70 for net proceeds of approximately $7.9 million under the terms of its equity distribution agreement, which allows the Partnership to issue and sell from time to time up to an aggregate of $150 million of its Class A common units.

Interest expense in the fourth quarter of 2010 increased by $17.1 million, to $75.8 million, primarily due to an increase in our overall weighted average debt outstanding coupled with a $3.7 million

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reduction in capitalized interest. The decrease in interest capitalized on construction work in progress was due to the completion of the North Dakota phase VI expansion in January 2010 and the Alberta Clipper Project in April 2010.

ENBRIDGE ENERGY MANAGEMENT DISTRIBUTION

Enbridge Energy Management, L.L.C. (NYSE:EEQ) declared a distribution of $1.0275 per share payable February 14, 2011 to shareholders of record on February 4, 2011. The distribution will be paid in the form of additional shares of Enbridge Energy Management valued at the average closing price of the shares for the 10 trading days prior to the ex-dividend date on February 2, 2011.

MANAGEMENT REVIEW OF QUARTERLY RESULTS

Enbridge Partners will review its quarterly financial results and business outlook in an Internet presentation, commencing at 10 a.m. Eastern Time on January 31, 2011. Interested parties may watch the live webcast at the link provided below. A replay will be available shortly afterward. Presentation slides and condensed unaudited financial statements will also be available at the link below.

EEP Earnings Release: www.enbridgepartners.com/Q

Alternate Webcast Link:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=63707&eventID=3566333

The audio portion of the presentation will be accessible by telephone at (866) 831-6247 (Passcode: 44004220) and can be replayed until May 1, 2011 by calling (888) 286-8010 (Passcode: 39569160). An audio replay will also be available for download in MP3 format from either of the website addresses above.

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NON-GAAP RECONCILIATIONS

Adjusted net income and adjusted operating income for the principal business segments are provided to illustrate trends in income excluding derivative fair value losses and gains and other items that affect earnings but do not impact cash flow and the effect of the Line 6A and 6B incidents that are not indicative of normal earnings trends. The derivative non-cash losses and gains result from marking to market certain financial derivatives used by the Partnership for hedging purposes that do not qualify for hedge accounting treatment in accordance with the authoritative accounting guidance as prescribed under generally accepted accounting principles in the United States.

Adjusted Earnings	Three months ended December 31,						Twelve months ended December 31,
(unaudited, dollars in millions except per unit amounts)	2010			2009			2010			2009
Net income (loss)	$	(32.2	)	$	82.4		$	(137.9	)	$	328.0
Lines 6A and 6B incident expenses		120.0			-			595.0			-
Lines 6A and 6B incident lost revenues		-			-			16.0			-
Impairment charges		-			(1.6	)		10.3			64.5
Expired joint tariff revenues		-			(4.8	)		(6.9	)		(18.3	)
Noncash derivative fair value (gains) losses
-Liquids		2.9			-			2.8			-
-Natural Gas		10.1			23.1			(4.4	)		36.4
-Marketing		3.7			(1.1	)		6.7			(20.7	)
-Corporate (1)		0.1			0.5			1.0			(1.4	)
Net income attributable to noncontrolling interest		(15.3	)		(9.1	)		(60.6	)		(11.4	)
Adjusted net income (2)		89.3			89.4			422.0			377.1
Less: Allocations to General Partner		19.7			14.3			74.0			57.0
Adjusted net income allocable to Limited Partners		69.6			75.1			348.0			320.1
Weighted average units (millions)		123.0			117.6			119.6			116.4
Adjusted net income per Limited Partner unit (dollars)	$	0.56		$	0.64		$	2.91		$	2.75

⁽¹⁾ Non-cash derivative fair value (gains) losses for the twelve month period ended December 31, 2009 consisted of realized non-cash derivative gains of $0.9 million from the settlement of interest rate swaps.

⁽²⁾ Adjusted net income includes $1.0 million and $(0.4) million from discontinued operations for the three and twelve month periods ended December 31, 2009 associated with the non-core natural gas pipeline assets sold in November 2009.

Liquids	Three months ended December 31,					Twelve months ended December 31,
(unaudited, dollars in millions)	2010		2009			2010			2009
Operating income (loss)	$	6.0	$	122.3		$	(24.7	)	$	462.0
Lines 6A and 6B incident expenses		120.0		-			595.0			-
Lines 6A and 6B incident lost revenues		-		-			16.0			-
Impairment charges		-		-			10.3			-
Expired joint tariff revenues		-		(4.8	)		(6.9	)		(18.3	)
Noncash derivative fair value losses (gains)		2.9		-			2.8			-
Adjusted operating income	$	128.9	$	117.5		$	592.5		$	443.7

Natural Gas	Three months ended December 31,				Twelve months ended December 31,
(unaudited, dollars in millions)	2010		2009		2010			2009
Operating income	$	39.0	$	4.7	$	152.4		$	117.8
Noncash derivative fair value losses (gains)		10.1		23.1		(4.4	)		36.4
Adjusted operating income	$	49.1	$	27.8	$	148.0		$	154.2

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Marketing	Three months ended December 31,						Twelve months ended December 31,
(unaudited, dollars in millions)	2010			2009			2010		2009
Operating income	$	(1.6	)	$	4.5		$	3.7	$	42.0
Noncash derivative fair value losses (gains)		3.7			(1.1	)		6.7		(20.7	)
Adjusted operating income	$	2.1		$	3.4		$	10.4	$	21.3

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is used as a supplemental financial measurement to assess liquidity and the ability to generate cash sufficient to pay interest costs and make cash distributions to unitholders. The following reconciliation of net cash provided by operating activities to adjusted EBITDA is provided because EBITDA is not a financial measure recognized under generally accepted accounting principles.

Adjusted EBITDA	Three months ended December 31,						Twelve months ended December 31,
(unaudited, dollars in millions)	2010			2009			2010			2009
Net cash provided by operating activities	$	(33.9	)	$	145.5		$	377.9		$	728.4
Lines 6A and 6B incident expenses		120.0			-			595.0			-
Lines 6A and 6B incident lost revenues		-			-			16.0			-
Expired joint tariff revenues		-			(4.8	)		(6.9	)		(18.3	)
Changes in operating assets and liabilities, net of cash acquired		231.3			21.6			419.3			(40.0	)
Interest expense**		75.7			58.2			273.8			228.2
Income tax expense		0.4			1.7			7.9			8.5
Settlement of interest rate swaps/treasury locks		-			-			3.0			0.7
Environmental Liabilities		(119.3	)		(2.0	)		(600.8	)		(4.9	)
Other		(7.5	)		4.2			(9.7	)		(7.2	)
Adjusted EBITDA*	$	266.7		$	224.4		$	1,075.5		$	895.4

* Adjusted EBITDA includes $1.0 million and $11.2 million for the three and twelve month periods ended December 31, 2009, respectively, associated with the non-core natural gas pipeline assets sold in November 2009.

** For the three and twelve month periods ended December 31, 2010, interest expense excludes unrealized mark-to-market net losses of $0.1 million and $1.0 million, respectively, associated with interest rate derivatives that do not qualify for hedge accounting treatment. For the three and twelve month periods ended December 31, 2009, interest expense excludes unrealized mark-to-market net losses of $0.5 million and net gains of $0.5 million, respectively, associated with interest rate derivatives that do not qualify for hedge accounting treatment. Also, for the twelve month period ended December 31, 2009, interest expense excludes $0.9 million of realized non-cash derivative gains associated with the settlement of interest rate swaps.

LEGAL NOTICE

This news release includes forward-looking statements and projections, which are statements that do not relate strictly to historical or current facts. These statements frequently use the following words, variations thereon or comparable terminology: “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “strategy” or “will.” Forward-looking statements involve risks, uncertainties and assumptions and are not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond Enbridge Partners’ ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include: (1) changes in the demand for or the supply of, forecast data for, and price trends related to crude oil, liquid petroleum, natural gas and NGLs, including the rate of development of the Alberta Oil Sands; (2) Enbridge Partners’ ability to successfully complete and finance expansion projects; (3) the effects of competition, in particular, by other pipeline systems; (4) shut-downs or cutbacks at facilities of Enbridge Partners or refineries, petrochemical plants, utilities or other businesses for which Enbridge Partners transports products or to whom Enbridge Partners sells products; (5) hazards and operating risks that may not be covered

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fully by insurance; (6) changes in or challenges to Enbridge Partners’ tariff rates; (7) changes in laws or regulations to which Enbridge Partners is subject, including compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance.

Reference should also be made to Enbridge Partners’ filings with the U.S. Securities and Exchange Commission; including its Annual Report on Form 10-K for the most recently completed fiscal year and its subsequently filed Quarterly Reports on Form 10-Q, for additional factors that may affect results. These filings are available to the public over the Internet at the SEC’s web site (www.sec.gov) and at the Partnership’s web site.

PARTNERSHIP INFORMATION

Enbridge Energy Partners, L.P. (www.enbridgepartners.com) owns and operates a diversified portfolio of crude oil and natural gas transportation systems in the United States. Its principal crude oil system is the largest transporter of growing oil production from western Canada. The system’s deliveries to refining centers and connected carriers in the United States account for approximately 12 percent of total U.S. oil imports; while deliveries to Ontario, Canada satisfy approximately 60 percent of refinery demand in that region. The Partnership’s natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast area, deliver approximately 2.5 billion cubic feet of natural gas daily.

Enbridge Energy Management, L.L.C. (www.enbridgemanagement.com) manages the business and affairs of the Partnership and its sole asset is an approximate 14 percent interest in the Partnership. Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, (NYSE/TSX:ENB) (www.enbridge.com) is the general partner and holds an approximate 26 percent interest in the Partnership.

Investor Relations Contact: Douglas Montgomery Toll-free: (866) EEP INFO or (866) 337-4636 E-mail: eep@enbridge.com Media Contact: Larry Springer Telephone: (713) 821-2253 E-mail: usmedia@enbridge.com

# # #

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EX-99.2

Exhibit 99.2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

	For the year ended December 31,
	2010			2009			2008
	(unaudited in millions, except per unit amounts)
Operating revenue	$	7,736.1		$	5,731.8		$	9,898.7
Operating expenses
Cost of natural gas		5,963.3			4,180.8			8,454.5
Environmental costs		600.8			2.4			5.5
Operating and administrative		582.1			546.2			507.5
Power		141.1			128.1			140.7
Depreciation and amortization		311.2			257.7			209.9
Impairment charge		10.3			—			—
		7,608.8			5,115.2			9,318.1
Operating income		127.3			616.6			580.6
Interest expense		274.8			228.6			180.6
Other income		17.5			13.4			1.9
Income (loss) from continuing operations before income tax expense		(130.0	)		401.4			401.9
Income tax expense		7.9			8.5			7.0
Income (loss) from continuing operations		(137.9	)		392.9			394.9
Income (loss) from discontinued operations, net of tax		—			(64.9	)		8.3
Net income (loss)		(137.9	)		328.0			403.2
Less: Net income attributable to noncontrolling interest		60.6			11.4			—
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(198.5	)	$	316.6		$	403.2
Net income (loss) allocable to limited partner interests
Income (loss) from continuing operations	$	(260.1	)	$	324.4		$	345.4
Income (loss) from discontinued operations		—			(63.6	)		8.1
Net income (loss) allocable to limited partner interests	$	(260.1	)	$	260.8		$	353.5
Basic and diluted earnings per limited partner unit
Income (loss) from continuing operations	$	(2.18	)	$	2.78		$	3.55
Income (loss) from discontinued operations		—			(0.54	)		0.09
Net income (loss) per limited partner unit (basic and diluted)	$	(2.18	)	$	2.24		$	3.64
Weighted average limited partner units outstanding		119.6			116.4			97.1
Cash distributions paid per limited partner unit outstanding	$	4.0475		$	3.9600		$	3.8800

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ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended December 31,
	2010			2009			2008
	(unaudited; in millions)
Cash provided by operating activities
Net income (loss)	$	(137.9	)	$	328.0		$	403.2
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		311.2			269.3			223.4
Derivative fair value losses (gains)		6.1			15.2			(68.8	)
Inventory market price adjustments		4.1			3.6			11.6
Environmental costs		600.8			4.9			5.9
Gain (loss) on sale of net assets		—			(1.6	)		—
Impairment charge		10.3			66.1			—
Other		9.7			7.2			19.6
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		(20.0	)		(45.7	)		56.1
Due from General Partner and affiliates		(9.1	)		22.5			(13.3	)
Accrued receivables		(231.2	)		66.5			91.5
Inventory		(68.0	)		(22.9	)		46.0
Current and long-term other assets		(2.0	)		(44.4	)		10.2
Due to General Partner and affiliates		3.9			0.1			(3.6	)
Accounts payable and other		55.3			(2.3	)		(11.9	)
Environmental liabilities		(337.1	)		(2.2	)		(5.3	)
Accrued purchases		161.1			47.5			(222.6	)
Interest payable		15.0			11.3			13.1
Property and other taxes payable		8.7			6.0			10.3
Settlement of interest rate derivatives		(3.0	)		(0.7	)		(22.1	)
Net cash provided by operating activities		377.9			728.4			543.3
Cash used in investing activities
Additions to property, plant and equipment		(716.2	)		(1,292.1	)		(1,375.4	)
Changes in construction payables		12.6			(32.3	)		(40.0	)
Acquisitions		(713.3	)		—			(11.7	)
Proceeds from sale of net assets		—			150.8			—
Other		(10.9	)		—			(1.2	)
Net cash used in investing activities		(1,427.8	)		(1,173.6	)		(1,428.3	)
Cash provided by financing activities
Net proceeds from unit issuances		414.7			1.0			731.6
Distributions to partners		(481.6	)		(395.0	)		(286.7	)
Repayments of long-term debt		(31.0	)		(420.7	)		(56.0	)
Repayment of loan from General Partner		(330.7	)		—			—
Repayment of affiliate notes payable		—			(130.0	)		—
Net proceeds from issuances of long-term debt		890.5			—			1,286.7
Net borrowings (repayments) under Credit Facility		(765.0	)		598.2			(233.2	)
Net commercial paper borrowings (repayments)		884.7			—			(268.0	)
Borrowings from General Partner		408.4			269.7			—
Contribution from noncontrolling interest		102.3			329.7			—
Distributions to noncontrolling interest		(38.6	)		—			—
Other		(2.5	)		(4.0	)		—
Net cash provided by financing activities		1,051.2			248.9			1,174.4
Net increase (decrease) in cash and cash equivalents		1.3			(196.3	)		289.4
Cash and cash equivalents at beginning of year		143.6			339.9			50.5
Cash and cash equivalents at end of period	$	144.9		$	143.6		$	339.9

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ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	December 31,
	2010			2009
	(unaudited; dollars in millions)
ASSETS
Current assets
Cash and cash equivalents	$	144.9		$	143.6
Receivables, trade and other, net of allowance for doubtful accounts of $1.8 in 2010 and $6.8 in 2009		171.2			148.5
Due from General Partner and affiliates		27.1			18.0
Accrued receivables		683.7			440.4
Inventory		134.7			71.9
Other current assets		58.3			47.5
		1,219.9			869.9
Property, plant and equipment, net		8,641.6			7,716.7
Goodwill		246.7			246.7
Intangibles, net		276.4			82.9
Other assets, net		56.4			72.1
	$	10,441.0		$	8,988.3
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Due to General Partner and affiliates	$	53.3		$	46.2
Accounts payable and other		289.2			198.1
Environmental liabilities		227.0			7.3
Accrued purchases		596.4			428.6
Interest payable		60.3			45.3
Property and other taxes payable		49.1			38.8
Loan from General Partner		11.6			269.7
Current maturities of long-term debt		31.0			31.0
		1,317.9			1,065.0
Long-term debt		4,778.9			3,791.2
Note payable to General Partner		335.8			—
Other long-term liabilities		122.9			62.2
		6,555.5			4,918.4
Commitments and contingencies
Partners’ capital
Class A common units (104,542,053 and 97,443,352 at December 31, 2010 and 2009, respectively)		2,641.0			2,884.9
Class B common units (3,912,750 at December 31, 2010 and 2009)		64.9			78.6
i-units (17,642,711 and 16,388,867 at December 31, 2010 and 2009, respectively)		579.1			588.8
General Partner		256.8			251.1
Accumulated other comprehensive income (loss)		(121.7	)		(74.6	)
Total Enbridge Energy Partners, L.P. partners’ capital		3,420.1			3,728.8
Noncontrolling interest		465.4			341.1
Total partners’ capital		3,885.5			4,069.9
	$	10,441.0		$	8,988.3

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NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST

We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income, including any incentive distribution rights, or IDRs, embedded in the general partner interest, to our general partner, Enbridge Energy Company, Inc. and our limited partners according to the distribution formula for available cash as set forth in our partnership agreement. We also allocate any earnings in excess of distributions to our general partner and limited partners utilizing the distribution formula for available cash specified in our partnership agreement. We allocate any distributions in excess of earnings for the period to our general partner and limited partners based on their sharing of losses of 2% and 98%, respectively, as set forth in our partnership agreement. The formula for distributing available cash as set forth in our partnership agreement is as follows:

Distribution Targets	Portion of Quarterly Distribution Per Unit		Percentage Distributed to General Partner			Percentage Distributed to Limited partners
Minimum Quarterly Distribution		Up to $0.59		2	%		98	%
First Target Distribution		> $0.59 to $0.70		15	%		85	%
Second Target Distribution		> $0.70 to $0.99		25	%		75	%
Over Second Target Distribution		In excess of $0.99		50	%		50	%

We determined net income per limited partner unit as follows:

	For the year ended December 31,
	2010			2009			2008
	(unaudited; in millions, except per unit amounts)
Net income (loss)	$	(137.9	)	$	328.0		$	403.2
Less: Net income attributable to noncontrolling interest		60.6			11.4			—
Net income (loss) attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		(198.5	)		316.6			403.2
Less: Net income (loss) from discontinued operations		—			(64.9	)		8.3
Net income (loss) from continuing operations attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		(198.5	)		381.5			394.9
Less distributions paid:
Incentive distributions to our general partner		(66.9	)		(50.4	)		(42.4	)
Distributed earnings allocated to our general partner		(10.1	)		(9.5	)		(8.1	)
Total distributed earnings to our general partner		(77.0	)		(59.9	)		(50.5	)
Total distributed earnings to our limited partners		(493.1	)		(462.6	)		(396.5	)
Total distributed earnings		(570.1	)		(522.5	)		(447.0	)
Overdistributed earnings	$	(768.6	)	$	(141.0	)	$	(52.1	)
Weighted average limited partner units outstanding		119.6			116.4			97.1
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit (1)	$	4.12		$	3.97		$	4.08
Overdistributed earnings per limited partner unit (2)		(6.30	)		(1.19	)		(0.53	)
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit		(2.18	)		2.78			3.55
Net income (loss) from discontinued operations attributable to our limited partner interests per limited partner unit		—			(0.54	)		0.09
Net income (loss) per limited partner unit (basic and diluted)	$	(2.18	)	$	2.24		$	3.64

⁽¹⁾ Represents the total distributed earnings to limited partners divided by the weighted average number of limited partner interests outstanding for the period.

⁽²⁾ Represents the limited partners’ share (98%) of distributions in excess of earnings divided by the weighted average number of limited partner interests outstanding for the period and underdistributed earnings allocated to the limited partners based on the distribution waterfall that is outlined in our partnership agreement.

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SEGMENT INFORMATION

Our business is divided into operating segments, defined as components of the enterprise, about which financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how resources are allocated and performance is assessed.

Each of our reportable segments is a business unit that offers different services and products that is managed separately, since each business segment requires different operating strategies. We have segregated our business activities into three distinct operating segments: Liquids, Natural Gas, and Marketing.

The following tables present financial information about our business segments and corporate activities:

	For the three months ended December 31, 2010
	Liquids		Natural Gas		Marketing			Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	290.0	$	1,722.9	$	536.6		$	—		$	2,549.5
Less: Intersegment revenue		0.9		363.0		17.4			—			381.3
Operating revenue		289.1		1,359.9		519.2			—			2,168.2
Cost of natural gas		—		1,194.2		518.9			—			1,713.1
Environmental costs		118.7		—		—			—			118.7
Operating and administrative		81.7		87.8		1.9			0.8			172.2
Power		35.6		—		—			—			35.6
Depreciation and amortization		47.1		38.9		—			—			86.0
Operating income		6.0		39.0		(1.6	)		(0.8	)		42.6
Interest expense		—		—		—			75.8			75.8
Other income		—		—		—			1.4			1.4
Income (loss) from continuing operations before income tax expense		6.0		39.0		(1.6	)		(75.2	)		(31.8	)
Income tax expense		—		—		—			0.4			0.4
Net income (loss)		6.0		39.0		(1.6	)		(75.6	)		(32.2	)
Less: Net income attributable to the noncontrolling interest		—		—		—			15.3			15.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	6.0	$	39.0	$	(1.6	)	$	(90.9	)	$	(47.5	)
Capital expenditures (excluding acquisitions)	$	110.5	$	73.7	$	—		$	2.9		$	187.1

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

	For the three months ended December 31, 2009
	Liquids		Natural Gas		Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	262.0	$	1,172.3	$	544.8	$	—		$	1,979.1
Less: Intersegment revenue		0.1		344.7		6.7		—			351.5
Operating revenue		261.9		827.6		538.1		—			1,627.6
Cost of natural gas		—		719.2		532.3		—			1,251.5
Environmental costs		0.4		—		—		—			0.4
Operating and administrative		73.2		72.7		1.1		2.2			149.2
Power		31.2		—		—		—			31.2
Depreciation and amortization		34.8		31.0		0.2		—			66.0
Operating income		122.3		4.7		4.5		(2.2	)		129.3
Interest expense		—		—		—		58.7			58.7
Other income		—		—		—		10.9			10.9
Income from continuing operations before income tax expense		122.3		4.7		4.5		(50.0	)		81.5
Income tax expense		—		—		—		1.7			1.7
Income from continuing operations		122.3		4.7		4.5		(51.7	)		79.8
Loss from discontinued operations		—		2.6		—		—			2.6
Net income		122.3		7.3		4.5		(51.7	)		82.4
Less: Net income attributable to the noncontrolling interest		—		—		—		9.1			9.1
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	122.3	$	7.3	$	4.5	$	(60.8	)	$	73.3
Capital expenditures (excluding acquisitions)	$	453.5	$	18.8	$	—	$	6.5		$	478.8

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

Page 5

	As of and for the year ended December 31, 2010
	Liquids			Natural Gas		Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	1,173.6		$	5,745.7	$	2,379.1	$	—		$	9,298.4
Less: Intersegment revenue		1.8			1,515.6		44.9		—			1,562.3
Operating revenue		1,171.8			4,230.1		2,334.2		—			7,736.1
Cost of natural gas		—			3,641.9		2,321.4		—			5,963.3
Environmental costs		600.8			—		—		—			600.8
Operating and administrative		265.5			303.6		8.9		4.1			582.1
Power		141.1			—		—		—			141.1
Depreciation and amortization		178.8			132.2		0.2		—			311.2
Impairment charge		10.3			—		—		—			10.3
Operating income		(24.7	)		152.4		3.7		(4.1	)		127.3
Interest expense		—			—		—		274.8			274.8
Other income		—			—		—		17.5			17.5
Income (loss) from continuing operations before income tax expense		(24.7	)		152.4		3.7		(261.4	)		(130.0	)
Income tax expense		—			—		—		7.9			7.9
Net income (loss)		(24.7	)		152.4		3.7		(269.3	)		(137.9	)
Less: Net income attributable to the noncontrolling interest		—			—		—		60.6			60.6
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(24.7	)	$	152.4	$	3.7	$	(329.9	)	$	(198.5	)
Total assets	$	5,467.6		$	4,494.1	$	237.8	$	241.5		$	10,441.0
Capital expenditures (excluding acquisitions)	$	427.7		$	279.9	$	—	$	8.6		$	716.2

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

	As of and for the year ended December 31, 2009
	Liquids		Natural Gas			Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	972.2	$	3,965.8		$	2,164.3	$	—		$	7,102.3
Less: Intersegment revenue		0.4		1,344.9			25.2		—			1,370.5
Operating revenue		971.8		2,620.9			2,139.1		—			5,731.8
Cost of natural gas		—		2,091.5			2,089.3		—			4,180.8
Environmental costs		1.3		1.1			—		—			2.4
Operating and administrative		247.1		287.5			6.4		5.2			546.2
Power		128.1		—			—		—			128.1
Depreciation and amortization		133.3		123.0			1.4		—			257.7
Operating income		462.0		117.8			42.0		(5.2	)		616.6
Interest expense		—		—			—		228.6			228.6
Other income		—		—			—		13.4			13.4
Income from continuing operations before income tax expense		462.0		117.8			42.0		(220.4	)		401.4
Income tax expense		—		—			—		8.5			8.5
Income from continuing operations		462.0		117.8			42.0		(228.9	)		392.9
Loss from discontinued operations		—		(64.9	)		—		—			(64.9	)
Net income		462.0		52.9			42.0		(228.9	)		328.0
Less: Net income attributable to the noncontrolling interest		—		—			—		11.4			11.4
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	462.0	$	52.9		$	42.0	$	(240.3	)	$	316.6
Total assets	$	5,179.0	$	3,306.8		$	242.9	$	259.6		$	8,988.3
Capital expenditures (excluding acquisitions)	$	1,149.1	$	125.0		$	—	$	18.0		$	1,292.1

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

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