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): April 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 April 28, 2011 announcing its financial results for the quarter ended March 31, 2011, 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 month period ended March 31, 2011 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.

2

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: April 29, 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 April 28, 2011 reporting financial results for the quarter ended March 31, 2011.
99.2	Unaudited consolidated financial statements of Enbridge Energy Partners, L.P. for the three month period ended March 31, 2011.

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EX-99.1

Exhibit 99.1

news release

Enbridge Energy Partners declares distribution and reports earnings for first quarter 2011

HOUSTON, April 28, 2011 — Enbridge Energy Partners, L.P. (NYSE:EEP) (“Enbridge Partners” or “the Partnership”) today declared a cash distribution of $0.51375 per unit payable May 13, 2011 to unitholders of record on May 6, 2011. The Partnership’s key financial results for the first quarter of 2011, compared to the same period in 2010, were as follows:

	Three months ended March 31,
(unaudited, dollars in millions except per unit amounts)	2011		2010
Net income	$	117.1	$	115.4
Net income per unit**		0.38		0.42
Adjusted EBITDA*		283.7		242.1
Adjusted net income		99.0		102.5
Adjusted net income per unit**		0.31		0.37

* Includes non-controlling interest

** Adjusted for the 2-for-1 unit split effective April 21, 2011

Adjusted net income reported above eliminates the impact from: (a) insurance recoveries of $35 million associated with the incidents on lines 6A and 6B; (b) unusual winter conditions on our natural gas segment estimated at $9.2 million; (c) proceeds of $9 million received from settlement of a claim; and (d) non-cash, mark-to-market net gains and losses; among other adjustments. See Non-GAAP Reconciliations table on page 5 for a detailed description of adjustments.

“We are making good progress on our strategies and growth initiatives that support our annual distribution growth target rate of 2 to 5 percent. We continue to aggressively expand our North Dakota liquids system to support robust volume growth from the Bakken oil play. In January, we added 23,500 barrels per day of capacity to our North Dakota system and expect to add a further 25,000 barrels per day in the second quarter and 120,000 barrels per day by early 2013” said Mark Maki president of the Partnership’s management company.

“With respect to our natural gas strategy, we continue to build on our already strong position in the Texas Haynesville with our recently announced expansion projects. In April, we reached agreement with major natural gas producers to provide gathering, treating and transmission services in Shelby, Sabine, San Augustine and Nacogdoches counties” added Maki.

COMPARATIVE EARNINGS STATEMENT

	Three months ended March 31,
(unaudited, dollars in millions except per unit amounts)	2011			2010
Operating revenue	$	2,288.9		$	1,931.2
Operating expenses:
Cost of natural gas		1,829.5			1,524.2
Environmental costs		(34.6	)		4.6
Operating and administrative		162.5			131.4
Power		35.6			32.3
Depreciation and amortization		88.4			67.9
Operating income		207.5			170.8
Interest expense		79.4			59.3
Other income		6.0			16.8
Income before income tax expense		134.1			128.3
Income tax expense		2.3			2.2
Net income		131.8			126.1
Less: Net income attributable to noncontrolling interest		14.7			10.7
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	117.1		$	115.4
Less: Allocations to General Partner		20.4			16.2
Net income allocable to Limited Partners	$	96.7		$	99.2
Weighted average Limited Partner units (millions)(1)		252.8			235.8
Net income per Limited Partner unit (dollars)(1)	$	0.38		$	0.42

⁽¹⁾  Adjusted for the 2-for-1 unit split issued April 21, 2011

COMPARISON OF QUARTERLY RESULTS

Following are explanations for significant changes in the Partnership’s financial results, comparing the first quarter of 2011 with the first quarter of 2010. 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 March 31,
(unaudited, dollars in millions)	2011			2010
Liquids	$	149.7		$	125.1
Natural Gas		41.1			26.4
Marketing		3.0			5.9
Corporate		(1.1	)		-
Adjusted operating income	$	192.7		$	157.4

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Liquids – First quarter 2011 adjusted operating income for the Liquids segment increased to $149.7 million from $125.1 million from the comparable period in 2010. The increase of $24.6 million in adjusted operating income was primarily driven by the transportation rate increase that became effective in April 2010 associated with the completion and start up of our Alberta Clipper Pipeline. Also impacting the Liquid segment’s adjusted operating income were higher average daily volumes delivered from all of our major liquids systems partially offset by increases in operating and administrative, power and depreciation expenses associated with the additional assets we placed into service in 2010.

Volumes increased for the first quarter 2011 as compared to the same period in 2010, as illustrated in the table below, primarily due to the increases of crude oil supplies from upstream production facilities associated with the ongoing development of the Alberta Oil Sands coupled with the additional transportation capacity provided by our Alberta Clipper Pipeline which was completed and available for service subsequent to the first quarter of 2010.

Liquids Systems Deliveries	Three months ended March 31,
(thousand barrels per day)	2011		2010
Lakehead		1,743		1,624
Mid-Continent		218		206
North Dakota		175		167
Total		2,136		1,997

Natural Gas – Quarterly adjusted operating income for the Natural Gas segment was $41.1 million for the three month period ended March 31, 2011, an increase of $14.7 million from the $26.4 million of adjusted operating income for the same period in 2010. The increase in adjusted operating income was primarily due to increased natural gas and NGL volumes and related increase in fees on our Anadarko and Elk City systems as a result of growth in the Granite Wash play and on our East Texas system due to new assets being placed in service to capture the growing natural gas production from the Haynesville shale play. Partially offsetting the additional operating income derived from the volume growth on our systems were additional costs associated with the expansion of our operations including the Elk City Natural Gas Gathering and Processing system we acquired in September 2010 and the common carrier trucking company we acquired in October 2010 and increases in operating and administrative costs of $24.0 million during the three month period ended March 31, 2011 as compared with the same period in 2010, primarily due to an increase in workforce-related costs, and maintenance activities.

Natural Gas Throughput	Three months ended March 31,
(MMBtu per day)	2011		2010
East Texas		1,315,000		1,195,000
Anadarko (1)		929,000		547,000
North Texas		339,000		347,000
Total		2,583,000		2,089,000

⁽¹⁾Average daily volumes for the three month period ended March 31, 2011 include 216,000 MMBtu/d of volumes associated with our acquisition of the Elk City Natural Gas Gathering and Processing System, referred to as the Elk City system.

Marketing – The Marketing segment reported adjusted operating income of $3.0 million for the three month period ended March 31, 2011, a decrease of $2.9 million from the $5.9 million of adjusted operating income for the same period of 2010. The decrease is largely attributable to narrower natural gas price differentials between market centers.

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Interest Expense and Other Income – Non-operating items associated with construction of the Alberta Clipper Pipeline, including capitalized interest of $4.3 million and other income of $14.3 million recognized as an allowance for equity during construction, contributed to net income during the first quarter of 2010. Similar non-operating items were not present during the first three months of 2011 due to completion of the Alberta Clipper Pipeline. Additionally, Partnership financing activities in 2010 to term out the Alberta Clipper Pipeline construction loan produced approximately $15.3 million of additional interest expense for the three month period ended March 31, 2011 in relation to the same period of 2010.

ENBRIDGE ENERGY MANAGEMENT DISTRIBUTION

Enbridge Energy Management, L.L.C. (NYSE:EEQ) declared a distribution of $0.51375 per share on a split adjusted basis payable May 13, 2011 to shareholders of record on May 6, 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 May 4, 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 April 29, 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=3724194

The audio portion of the presentation will be accessible by telephone at (866) 202-3109 (Passcode: 42143925) and can be replayed until July 29, 2011 by calling (888) 286-8010 (Passcode: 39310232). 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 nonrecurring items that affect earnings. 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 March 31,
(unaudited, dollars in millions except per unit amounts)	2011			2010
Net income	$	131.8		$	126.1
Lines 6A and 6B incident expenses, net of recoveries		(35.0	)		—
Lawsuit settlement		(9.0	)		—
Impact from unusual winter conditions		9.2			—
Expired joint tariff revenues		—			(4.8	)
Noncash derivative fair value (gains) losses
-Liquids		4.6			1.2
-Natural Gas		9.1			(10.2	)
-Marketing		2.9			0.4
-Corporate		0.1			0.5
Net income attributable to noncontrolling interest		(14.7	)		(10.7	)
Adjusted net income		99.0			102.5
Less: Allocations to General Partner		20.0			16.0
Adjusted net income allocable to Limited Partners		79.0			86.5
Weighted average units (millions)(1)		252.8			235.8
Adjusted net income per Limited Partner unit (dollars)(1)	$	0.31		$	0.37

⁽¹⁾ Adjusted for the 2-for-1 unit split effective April 21, 2011

Liquids	Three months ended March 31,
(unaudited, dollars in millions)	2011			2010
Operating income	$	185.7		$	128.7
Lines 6A and 6B incident expenses, net of recoveries		(35.0	)		—
Lawsuit settlement		(5.6	)		—
Expired joint tariff revenues		—			(4.8	)
Noncash derivative fair value losses		4.6			1.2
Adjusted operating income	$	149.7		$	125.1
Natural Gas	Three months ended March 31,
(unaudited, dollars in millions)	2011			2010
Operating income	$	22.8		$	36.6
Impact from unusual winter conditions		9.2		$	—
Noncash derivative fair value losses (gains)		9.1			(10.2	)
Adjusted operating income	$	41.1		$	26.4

Page 5

Marketing	Three months ended March 31,
(unaudited, dollars in millions)		2011		2010
Operating income	$	0.1	$	5.5
Noncash derivative fair value losses		2.9		0.4
Adjusted operating income	$	3.0	$	5.9

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 March 31,
(unaudited, dollars in millions)		2011			2010
Net cash provided by operating activities	$	260.1		$	208.6
Expired joint tariff revenues		-			(4.8	)
Changes in operating assets and liabilities, net of cash acquired		(64.4	)		(43.1	)
Interest expense*		79.3			58.8
Income tax expense		2.3			2.2
Settlement of interest rate swaps/treasury locks		-			13.2
Environmental Liabilities, net of accrued insurance recoveries**		(0.6	)		-
Impact from unusual winter conditions		9.2			-
Lawsuit settlement		(9.0	)		-
Other		6.8			7.2
Adjusted EBITDA	$	283.7		$	242.1

^* Interest expense excludes unrealized mark-to-market net losses of $0.1 million and $0.5 million for the three months ended March 31, 2011 and 2010, respectively.

^**Excludes $35 million of insurance recoveries accrued at March 31, 2011, received in April 2011.

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 fully by insurance; (6) changes in or challenges to Enbridge Partners’ tariff rates; (7) changes in laws

Page 6

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.

About Enbridge Energy Partners, L.P.

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 25 percent interest in the Partnership.

FOR FURTHER INFORMATION PLEASE CONTACT

Investor Relations Contact:	Media Contact:
Douglas Montgomery	Terri Larson
Toll- free: (866) EEP INFO or (866) 337- 4636	Telephone: (713) 353-6317
E-mail: eep@enbridge.com	E-mail: usmedia@enbridge.com

Website: enbridgepartners.com

# # #

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EX-99.2

Exhibit 99.2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

	For the three month period ended March 31,
	2011			2010
	(unaudited; in millions, except per unit amounts)
Operating revenue	$	2,288.9		$	1,931.2
Operating expenses
Cost of natural gas		1,829.5			1,524.2
Environmental costs, net of recoveries		(34.6	)		4.6
Operating and administrative		162.5			131.4
Power		35.6			32.3
Depreciation and amortization		88.4			67.9
		2,081.4			1,760.4
Operating income		207.5			170.8
Interest expense		79.4			59.3
Other income		6.0			16.8
Income before income tax expense		134.1			128.3
Income tax expense		2.3			2.2
Net income		131.8			126.1
Less: Net income attributable to noncontrolling interest		14.7			10.7
Net income attributable to general and limited partner ownership interest in Enbridge Energy Partners, L.P.	$	117.1		$	115.4
Net income allocable to limited partner interests	$	96.7		$	99.2
Net income per limited partner unit (basic and diluted)	$	0.38		$	0.42
Weighted average limited partner units outstanding		252.8			235.8

Page 1

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three month period ended March 31,
	2011			2010
	(unaudited; in millions)
Cash provided by operating activities
Net income	$	131.8		$	126.1
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		88.4			67.9
Derivative fair value losses (gains)		16.7			(8.1	)
Inventory market price adjustments		—			1.1
Environmental costs, net of recoveries		(34.4	)		4.6
Other		(6.8	)		(11.8	)
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		23.4			27.3
Due from General Partner and affiliates		(0.6	)		3.1
Accrued receivables		119.6			(42.4	)
Inventory		48.4			(1.3	)
Current and long-term other assets		1.9			1.7
Due to General Partner and affiliates		0.5			23.4
Accounts payable and other		23.4			(2.4	)
Environmental liabilities		(90.2	)		(2.3	)
Accrued purchases		(85.8	)		3.1
Interest payable		17.7			32.7
Property and other taxes payable		6.1			(0.9	)
Settlement of interest rate derivatives		—			(13.2	)
Net cash provided by operating activities		260.1			208.6
Cash used in investing activities
Additions to property, plant and equipment		(181.6	)		(189.1	)
Changes in construction payables		(6.3	)		(26.3	)
Other		(1.5	)		0.1
Net cash used in investing activities		(189.4	)		(215.3	)
Cash (used in) provided by financing activities
Net proceeds from unit issuances		57.1			—
Distributions to partners		(132.0	)		(115.2	)
Repayment of loan from General Partner		—			(324.6	)
Net proceeds from issuances of long-term debt		—			496.1
Net repayments under Credit Facility		—			(765.0	)
Net commercial paper borrowings		25.0			274.9
Borrowings from General Partner		2.6			387.8
Contribution from noncontrolling interest		3.2			77.3
Distributions to noncontrolling interest		(21.8	)		—
Net cash (used in) provided by financing activities		(65.9	)		31.3
Net increase in cash and cash equivalents		4.8			24.6
Cash and cash equivalents at beginning of year		144.9			143.6
Cash and cash equivalents at end of period	$	149.7		$	168.2

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ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	March 31, 2011			December 31, 2010
	(unaudited; dollars in millions)
ASSETS
Current assets
Cash and cash equivalents	$	149.7		$	144.9
Receivables, trade and other, net of allowance for doubtful accounts of $2.1 in 2011 and $1.8 in 2010		206.2			171.2
Due from General Partner and affiliates		27.7			27.1
Accrued receivables		562.9			683.7
Inventory		86.3			134.7
Other current assets		54.3			58.3
		1,087.1			1,219.9
Property, plant and equipment, net		8,737.6			8,641.6
Goodwill		246.7			246.7
Intangibles, net		273.6			276.4
Other assets, net		59.2			56.4
	$	10,404.2		$	10,441.0
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
Due to General Partner and affiliates	$	50.9		$	53.3
Accounts payable and other		355.4			289.2
Environmental liabilities		147.8			227.0
Accrued purchases		519.0			596.4
Interest payable		78.0			60.3
Property and other taxes payable		55.2			49.1
Note payable to General Partner		17.4			11.6
Current maturities of long-term debt		31.0			31.0
		1,254.7			1,317.9
Long-term debt		4,804.1			4,778.9
Note payable to General Partner		332.6			335.8
Other long-term liabilities		144.8			122.9
		6,536.2			6,555.5
Commitments and contingencies
Partners' capital
Class A common units (105,454,102 and 104,542,053 at March 31, 2011 and December 31, 2010, respectively)		2,665.3			2,641.0
Class B common units (3,912,750 at March 31, 2011 and December 31, 2010) i-units (17,928,170 and 17,642,711 at March 31, 2011 and December 31, 2010, respectively)		65.3 596.7			64.9 579.1
General Partner		258.3			256.8
Accumulated other comprehensive income (loss)		(179.1	)		(121.7	)
Total Enbridge Energy Partners, L.P. partners' capital		3,406.5			3,420.1
Noncontrolling interest		461.5			465.4
Total partners' capital		3,868.0			3,885.5
	$	10,404.2		$	10,441.0

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NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST

In February 2011, the board of directors of Enbridge Energy Management, L.L.C., or Enbridge Management, as delegate of our General Partner, approved a split of our units to be effected by a distribution on April 21, 2011 of one common unit for each common unit outstanding and one i-unit for each i-unit outstanding to unit holders of record on April 7, 2011. As a result of this unit split, we have retrospectively restated the computation of our “Net income per limited partner unit (basic and diluted)” in the table below to present the current and prior year amounts on a split-adjusted basis. Additionally, the formula for distributing available cash among our General Partner and limited partners was revised to take effect of this unit split, as set forth in our partnership agreement, as amended, and is presented below.

Distribution Targets	Portion of Quarterly Distribution Per Unit	Percentage Distributed to General Partner	Percentage Distributed to Limited partners
Minimum Quarterly Distribution	Up to $0.295	2%	98%
First Target Distribution	> $0.295 to $0.35	15%	85%
Second Target Distribution	> $0.35 to $0.495	25%	75%
Over Second Target Distribution	In excess of $0.495	50%	50%

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.

We determined net income per limited partner unit as follows:

	For the three month period ended March 31,
	2011			2010
	(in millions, except per unit amounts)
Net income	$	131.8		$	126.1
Less: Net income attributable to noncontrolling interest		14.7			10.7
Net income attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		117.1			115.4
Less distributions paid:
Incentive distributions to our general partner		(18.4	)		(14.2	)
Distributed earnings allocated to our general partner		(2.7	)		(2.4	)
Total distributed earnings to our general partner		(21.1	)		(16.6	)
Total distributed earnings to our limited partners		(130.9	)		(118.3	)
Total distributed earnings		(152.0	)		(134.9	)
Overdistributed earnings	$	(34.9	)	$	(19.5	)
Weighted average limited partner units outstanding		252.8			235.8
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit (1)	$	0.52		$	0.50
Overdistributed earnings per limited partner unit (2)		(0.14	)		(0.08	)
Net income per limited partner unit (basic and diluted)	$	0.38		$	0.42

⁽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:

	As of and for the three month period ended March 31, 2011
	Liquids			Natural Gas			Marketing		Corporate(1)			Total
	(in millions)
Total revenue	$	302.2		$	1,802.0		$	551.1	$	—		$	2,655.3
Less: Intersegment revenue		0.4			352.3			13.7		—			366.4
Operating revenue		301.8			1,449.7			537.4		—			2,288.9
Cost of natural gas		—			1,293.8			535.7		—			1,829.5
Environmental costs, net of recoveries		(34.2	)		(0.4	)		—		—			(34.6	)
Operating and administrative		66.2			93.6			1.6		1.1			162.5
Power		35.6			—			—		—			35.6
Depreciation and amortization		48.5			39.9			—		—			88.4
Operating income		185.7			22.8			0.1		(1.1	)		207.5
Interest expense		—			—			—		79.4			79.4
Other income		—			—			—		6.0			6.0
Income from continuing operations before income tax expense		185.7			22.8			0.1		(74.5	)		134.1
Income tax expense		—			—			—		2.3			2.3
Net income		185.7			22.8			0.1		(76.8	)		131.8
Less: Net income attributable to the noncontrolling interest		—			—			—		14.7			14.7
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	185.7		$	22.8		$	0.1	$	(91.5	)	$	117.1
Total assets	$	5,656.5		$	4,368.6		$	200.6	$	178.5		$	10,404.2
Capital expenditures (excluding acquisitions)	$	112.6		$	66.6		$	—	$	2.4		$	181.6

⁽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 three month period ended March 31, 2010
	Liquids		Natural Gas		Marketing		Corporate(1)			Total
	(in millions)
Total revenue	$	262.1	$	1,390.6	$	693.8	$	—		$	2,346.5
Less: Intersegment revenue		0.3		405.9		9.1		—			415.3
Operating revenue		261.8		984.7		684.7		—			1,931.2
Cost of natural gas		—		847.8		676.4		—			1,524.2
Environmental costs		4.6		—		—		—			4.6
Operating and administrative		59.1		69.6		2.7		—			131.4
Power		32.3		—		—		—			32.3
Depreciation and amortization		37.1		30.7		0.1		—			67.9
Operating income		128.7		36.6		5.5		—			170.8
Interest expense		—		—		—		59.3			59.3
Other income		—		—		—		16.8			16.8
Income from continuing operations before income tax expense		128.7		36.6		5.5		(42.5	)		128.3
Income tax expense		—		—		—		2.2			2.2
Income from continuing operations		128.7		36.6		5.5		(44.7	)		126.1
Loss from discontinued operations		—		—		—		—			—
Net income		128.7		36.6		5.5		(44.7	)		126.1
Less: Net income attributable to the noncontrolling interest		—		—		—		10.7			10.7
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	128.7	$	36.6	$	5.5	$	(55.4	)	$	115.4
Total assets	$	5,323.1	$	3,324.4	$	243.9	$	268.6		$	9,160.0
Capital expenditures (excluding acquisitions)	$	162.9	$	24.3	$	—	$	1.9		$	189.1

⁽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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