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): July 31, 2014

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 July 31, 2014 announcing its financial results for the three and six month periods ended June 30, 2014, 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 six month periods ended June 30, 2014 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.

SIGNATURES

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: July 31, 2014	By:	/s/ Noor Kaissi
		Noor Kaissi Controller (Duly Authorized Officer)

Index of Exhibits

Exhibit Number	Description
99.1	Press release of Enbridge Energy Partners, L.P., dated July 31, 2014 reporting financial results for the three and six month periods ended June 30, 2014
99.2	Unaudited consolidated financial statements of Enbridge Energy Partners, L.P. for the three and six month periods ended June 30, 2014

EX-99.1

Exhibit 99.1

News Release

Enbridge Energy Partners, L.P. Declares Distribution Increase and Reports Earnings for Second Quarter 2014

HOUSTON — (July 31, 2014) - Enbridge Energy Partners, L.P. (NYSE:EEP) (“Enbridge Partners” or the “Partnership”) announced today that the board of directors of its general partner has declared a cash distribution of $0.555 per unit, or $2.22 per unit on an annualized basis, representing a 2.1 percent increase over the prior quarter. The distribution will be paid on August 14, 2014 to unitholders of record as of the close of business on August 7, 2014.

HIGHLIGHTS

• Record-setting Lakehead and North Dakota system deliveries.

• Announced 2.1 percent distribution increase; $2.22 per unit annualized cash distribution rate.

• Reports adjusted EBITDA for the second quarter of $362.3 million.

• Eastern Access, Line 6B replacement project 160-mile segment entered service May 1^st.

• Announced equity restructure with general partner to enhance Partnership’s prospective cost of capital.

• Executed drop-down sale to Midcoast Energy Partners, L.P. (NYSE: MEP) for $350 million.

“We are pleased with the Partnership’s second quarter performance, particularly with the record deliveries on our Lakehead and North Dakota liquids pipeline systems. With robust crude oil supply growth in western Canada and the Bakken formation, we expect deliveries on our Lakehead system to further increase and deliveries on our North Dakota system to remain strong in the second half of 2014. Turning to project execution, we placed a large component of our Eastern Access program into service on May 1^st, representing approximately $1.5 billion of capital. Looking forward, the remaining 50-mile segment of the Line 6B replacement to Sarnia, Ontario, in addition to the first phase of our Line 61 Mainline Expansion, are expected to begin service in the second half of this year. We expect our organic growth projects will deliver highly certain earnings and cash flows and our financial performance and distribution coverage to strengthen in the second half of 2014 due to the incremental project contributions,” said Mark Maki, president for the Partnership.

“A key development in the second quarter was the announcement of an equity restructure transaction whereby our general partner agreed to reduce the Partnership’s prospective maximum incentive distribution tier. The equity restructure is expected to enhance the economics of the Partnership’s investment projects and to increase cash flow available for distribution to our public unitholders, in addition to improving the Partnership’s prospective cost of capital. This once again demonstrates the strategic alignment and support from our sponsor, Enbridge Inc. As it relates to our financing plan, we completed our first drop-down sale of additional ownership interests in our jointly owned natural gas

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business to MEP since MEP’s IPO. The MEP drop-down strategy is an integral component of our financing program as we expect it will provide significant funding for EEP’s attractive Liquids Pipelines growth projects and will substantially satisfy our equity capital requirements,” noted Maki.

The Partnership’s key financial results for the three and six months ended June 30, 2014, compared to the same periods in 2013, were as follows:

	Three months ended June 30,				Six months ended June 30,
(unaudited; dollars in millions, except per unit amounts)	2014		2013		2014		2013
Net income (1)	$	43.9	$	89.9	$	137.2	$	6.6
Net income (loss) per unit		0.02		0.18		0.19		(0.18	)
Adjusted EBITDA (2)		362.3		284.6		701.0		565.5
Adjusted net income (1)		107.1		74.7		210.0		170.4
Adjusted net income per unit		0.21		0.13		0.41		0.34

⁽¹⁾  Net income and adjusted net income attributable to general and limited partner ownership interests in Enbridge Energy Partners.

⁽²⁾  Includes non-controlling interest.

Adjusted net income for the three month period ended June 30, 2014, as reported above, eliminates the impact of: (a) additional environmental costs, net of insurance recoveries, associated with the Line 6B incident; (b) non-cash, mark-to-market net gains and losses and other adjustments. Refer to the Non-GAAP Reconciliations section below for additional details.

Adjusted net income of $107.1 million for the second quarter of 2014 was $32.4 million higher than the same period from the prior year. Higher earnings were attributable to higher transportation rates, deliveries and associated revenues from our liquids pipeline segment, partially offset by lower gross margin in our natural gas segment due to lower natural gas throughput and natural gas liquids (NGL) production on our natural gas systems.

During the second quarter, the Partnership attributed approximately $22.5 million of earnings to its Series 1 Preferred unit holders. This amount is deducted from net income to arrive at the amount of net income attributable to the general and limited partners. Preferred distributions are accrued at an annual rate of 7.5 percent through June 30, 2015. The Partnership may defer payment of those accrued amounts until the earlier of June 1, 2019 or the date on which the Partnership redeems the units.

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COMPARATIVE EARNINGS STATEMENT

	Three months ended June 30,				Six months ended June 30,
(unaudited; dollars in millions except per unit amounts)	2014		2013		2014		2013
Operating revenue	$	1,871.1	$	1,672.7	$	3,950.7	$	3,365.7
Operating expenses:
Cost of natural gas		1,259.8		1,115.5		2,748.5		2,306.9
Environmental costs, net of recoveries		38.2		5.2		43.2		183.7
Operating and administrative		224.6		218.0		441.6		412.9
Power		54.2		29.2		104.6		62.8
Depreciation and amortization		113.4		95.8		217.2		188.0
Operating income		180.9		209.0		395.6		211.4
Interest expense		80.2		79.5		157.1		155.9
Allowance for equity used during construction		12.6		8.1		33.3		15.9
Other income		1.2		0.3		0.4		0.6
Income before income tax expense		114.5		137.9		272.2		72.0
Income tax expense		2.0		14.2		4.0		16.0
Net income		112.5		123.7		268.2		56.0
Less: Net income attributable to:
Noncontrolling interest		42.4		18.4		78.7		34.0
Series 1 preferred unit distributions		22.5		13.1		45.0		13.1
Accretion of discount on Series 1 preferred units		3.7		2.3		7.3		2.3
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	43.9	$	89.9	$	137.2	$	6.6
Less: Allocations to general partner		38.9		33.2		73.3		62.8
Net income (loss) allocable to limited partners	$	5.0	$	56.7	$	63.9	$	(56.2	)
Weighted average limited partner units (basic)		327.6		314.8		327.0		311.0
Net income (loss) per limited partner unit (basic)	$	0.02	$	0.18	$	0.19	$	(0.18	)
Weighted average limited partner units outstanding (diluted)		327.6		314.8		327.0		311.0
Net income (loss) per limited partner unit (diluted)	$	0.02	$	0.18	$	0.19	$	(0.18	)

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COMPARISON OF QUARTERLY RESULTS

Following are explanations for significant changes in the Partnership’s financial results, comparing the three and six month periods ended June 30, 2014 with the same periods of 2013. 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 June 30,						Six months ended June 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Liquids	$	232.8		$	167.9		$	438.0		$	322.2
Natural Gas		7.7			15.7			16.6			42.5
Corporate		(3.4	)		(3.2	)		(3.1	)		(3.6	)
Adjusted operating income	$	237.1		$	180.4		$	451.5		$	361.1

Liquids – Second quarter adjusted operating income for the Liquids segment increased $64.9 million to $232.8 million from $167.9 million for the comparable period in 2013. Higher revenues in the second quarter were attributable to an increase in transportation rates and higher deliveries on both our Lakehead and North Dakota systems. Collectively, total liquids system deliveries increased approximately 29 percent over the same period from prior year due to robust crude oil supply growth in western Canada and the Bakken formation, complemented by Enbridge and the Partnership’s pipeline expansion projects entering service. On May 1, 2014, we placed into service a large component of our Eastern Access program, specifically the 160-mile segment of our Line 6B replacement project from Griffith, Indiana to Stockbridge, Michigan, which contributed to the increase in revenues during the quarter. Higher revenues were partially offset by increased operating and administrative expenses.

Liquids Systems Volumes	Three months ended June 30,				Six months ended June 30,
(thousand barrels per day)	2014		2013		2014		2013
Lakehead		2,088		1,683		2,045		1,759
Mid-Continent		176		170		194		196
North Dakota		314		151		280		139
Total		2,578		2,004		2,519		2,094

Natural Gas – Second quarter adjusted operating income for the Natural Gas segment was $8 million lower compared to the same period of 2013. The decrease in adjusted operating income was predominantly attributable to lower natural gas throughput and NGL production volumes on our major systems. The decrease in volumes on our systems was primarily attributable to reduced drilling activity in the Anadarko region coupled with reduced dry gas drilling activity and delayed well completions in our East Texas region. Lower segment gross margin was partially offset by lower operating and administrative expenses.

Natural Gas Throughput	Three months ended June 30,				Six months ended June 30,
(MMBtu per day)	2014		2013		2014		2013
East Texas		1,029,000		1,211,000		1,000,000		1,231,000
Anadarko		826,000		972,000		825,000		968,000
North Texas		300,000		344,000		286,000		338,000
Total		2,155,000		2,527,000		2,111,000		2,537,000

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Partnership Financing – On June 19, 2014, Enbridge Energy Partners announced that it had entered into a Purchase and Sale Agreement with Midcoast Energy Partners, L.P. to sell an additional 12.6 percent interest in its subsidiary, Midcoast Operating, L.P. for $350 million in cash proceeds. This transaction closed on July 1, 2014.

ENBRIDGE ENERGY MANAGEMENT DISTRIBUTION

Enbridge Energy Management, L.L.C. (NYSE:EEQ) (“Enbridge Management”) today declared a distribution of $0.555 per share payable on August 14, 2014 to shareholders of record on August 7, 2014. 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 August 5, 2014. Enbridge Management’s sole asset is its approximate 16.5 percent limited partner interest in Enbridge Partners. Enbridge Management’s results of operations, financial condition and cash flows depend on the results of operations, financial condition and cash flows of Enbridge Partners, which are summarized herein for the second quarter of 2014.

MANAGEMENT REVIEW OF QUARTERLY RESULTS

Enbridge Partners will review its financial results for the quarter ended June 30, 2014 in a live Internet presentation, commencing at 5:00 p.m. Eastern Time on July 31, 2014. 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 on the Partnership’s website at the link below.

EEP Events and Presentations:

www.enbridgepartners.com/Investor-Relations/EEP/Events-and-Presentations/

Webcast link: http://www.media-server.com/m/p/qhyne3sm

The audio portion of the live presentation will be accessible by telephone at (866) 515-2907 (Passcode: 42846494) and can be replayed until August 14, 2014 by calling (888) 286-8010 (Passcode: 18108183). 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 June 30,						Six months ended June 30,
(unaudited; dollars in millions except per unit amounts)	2014			2013			2014			2013
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	43.9		$	89.9		$	137.2		$	6.6
Noncash derivative fair value (gains) losses
-Liquids		5.3			(3.2	)		7.5			(1.2	)
-Natural Gas		8.9			(22.3	)		5.1			(20.8	)
-Corporate		5.3			(1.0	)		11.0			(0.3	)
Option premium amortization		(0.7	)		(1.1	)		(1.4	)		(1.3	)
Make-up rights adjustment		4.7			—			7.3			—
Deferred tax law adjustment		—			12.1			—			12.1
Line 6B incident expenses, net of recoveries		36.0			(2.0	)		36.0			173.0
Accretion of discount on Series 1 preferred units		3.7			2.3			7.3			2.3
Adjusted net income		107.1			74.7			210.0			170.4
Less: Allocations to general partner		40.1			32.9			74.7			66.0
Adjusted net income allocable to limited partners	$	67.0		$	41.8		$	135.3		$	104.4
Weighted average units (millions)		327.6			314.8			327.0			311.0
Adjusted net income per limited partner unit (dollars)	$	0.21		$	0.13		$	0.41		$	0.34
Liquids	Three months ended June 30,						Six months ended June 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Operating income	$	187.7		$	173.1		$	389.8		$	150.4
Line 6B incident expenses, net of recoveries		36.0			(2.0	)		36.0			173.0
Noncash derivative fair value (gains) losses		5.3			(3.2	)		7.5			(1.2	)
Make-up rights adjustment		3.8			—			4.7			—
Adjusted operating income	$	232.8		$	167.9		$	438.0		$	322.2
Natural Gas	Three months ended June 30,						Six months ended June 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Operating income (loss)	$	(3.4	)	$	39.1		$	8.9		$	64.6
Noncash derivative fair value (gains) losses		10.8			(22.3	)		6.2			(20.8	)
Option premium amortization		(0.8	)		(1.1	)		(1.7	)		(1.3	)
Make-up rights adjustment		1.1			—			3.2			—
Adjusted operating income	$	7.7		$	15.7		$	16.6		$	42.5

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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 June 30,						Six months ended June 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Net cash provided by operating activities	$	148.8		$	271.6		$	359.6		$	477.5
Changes in operating assets and liabilities, net of cash acquired		119.9			(57.0	)		156.8			(63.4	)
Interest expense (1)		74.9			80.5			146.1			156.2
Income tax expense		2.0			14.2			4.0			16.0
Allowance for equity used during construction		12.6			8.1			33.3			15.9
Option premium amortization		(0.7	)		(1.1	)		(1.7	)		(1.3	)
Deferred tax law adjustment		—			(12.1	)		—			(12.1	)
Other		4.8			(19.6	)		2.9			(23.2	)
Adjusted EBITDA	$	362.3		$	284.6		$	701.0		$	565.6

⁽¹⁾  Interest expense excludes unrealized mark-to-market net losses of $5.3 million and $11.0 million for the three and six month periods ended June 30, 2014, respectively. Interest expense excludes unrealized mark-to-market net gains of $1.0 million and $0.3 million for the three and six month periods ended June 30, 2013, respectively.

About Enbridge Energy Partners, L.P.

Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil and, through its interests in Midcoast Energy Partners, L.P. (“Midcoast Partners”), natural gas transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system’s deliveries to refining centers and connected carriers in the United States account for approximately 17 percent of total U.S. oil imports. Midcoast Partners’ natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast areas, deliver approximately 2.5 billion cubic feet of natural gas daily. Enbridge Partners is recognized by Forbes as one of the 100 Most Trustworthy Companies in America.

About Enbridge Energy Management, L.L.C

Enbridge Energy Management, L.L.C. manages the business and affairs of Enbridge Partners, and its sole asset is an approximate 16.5 percent limited partner interest in Enbridge Partners. Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, (NYSE:ENB) (TSX:ENB) is the general partner of Enbridge Partners and holds an approximate 34 percent interest in Enbridge Partners together with all of the outstanding preferred interests in Enbridge Partners.

Forward Looking Statements

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,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “should,” “strategy,” “target”, “will” and similar words. Although the Partnership believes that such forward-looking statements are reasonable based on currently available information, such statements involve risks, uncertainties and

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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 the Partnership’s 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) the Partnership’s 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 the Partnership’s facilities or refineries, petrochemical plants, utilities or other businesses for which the Partnership transports products or to whom the Partnership sells products; (5) hazards and operating risks that may not be covered fully by insurance, including those related to Line 6B and any additional fines and penalties assessed in connection with the crude oil release on that line; (6) changes in or challenges to the Partnership’s tariff rates; and (7) changes in laws or regulations to which the Partnership is subject, including compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance.

The Partnership’s forward looking statements are subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, weather, economic conditions, interest rates and commodity prices, including but not limited to those discussed more extensively in our filings with the U.S. securities regulators. The impact of any one risk, uncertainty or factor on any particular forward looking statement is not determinable with certainty as these are independent and our future course of action depends on management’s assessment of all information available at the relevant time. Except to the extent required by law, we assume no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Reference should also be made to EEP’s and EEQ’s filings with the U.S. Securities and Exchange Commission (the “SEC”), 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 Enbridge Partners’ web site.

FOR FURTHER INFORMATION PLEASE CONTACT

Investor Relations Contact:	Media Contact:
Sanjay Lad	Terri Larson
Toll-free: (866) EEP INFO or (866) 337-4636	Telephone: (877) 496-8142
E-mail: eep@enbridge.com	E-mail: usmedia@enbridge.com
Website: www.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 periods ended June 30,				For the six month periods ended June 30,
	2014		2013		2014		2013
	(unaudited; in millions, except per unit amounts)
Operating revenue	$	1,785.1	$	1,603.9	$	3,789.6	$	3,226.3
Operating revenue - affiliate		86.0		68.8		161.1		139.4
		1,871.1		1,672.7		3,950.7		3,365.7
Operating expenses:
Cost of natural gas		1,221.4		1,081.0		2,679.9		2,234.4
Cost of natural gas - affiliate		38.4		34.5		68.6		72.5
Environmental costs, net of recoveries		38.2		5.2		43.2		183.7
Operating and administrative		107.3		113.3		203.9		195.3
Operating and administrative - affiliate		117.3		104.7		237.7		217.6
Power		54.2		29.2		104.6		62.8
Depreciation and amortization		113.4		95.8		217.2		188.0
		1,690.2		1,463.7		3,555.1		3,154.3
Operating income		180.9		209.0		395.6		211.4
Interest expense, net		80.2		79.5		157.1		155.9
Allowance for equity used during construction		12.6		8.1		33.3		15.9
Other income		1.2		0.3		0.4		0.6
Income before income tax expense		114.5		137.9		272.2		72.0
Income tax expense		2.0		14.2		4.0		16.0
Net income		112.5		123.7		268.2		56.0
Less: Net income attributable to:
Noncontrolling interest		42.4		18.4		78.7		34.0
Series 1 preferred unit distributions		22.5		13.1		45.0		13.1
Accretion of discount on Series 1 preferred units		3.7		2.3		7.3		2.3
Net income attributable to general and limited partner ownership interest in Enbridge Energy Partners, L.P.	$	43.9	$	89.9	$	137.2	$	6.6
Net income (loss) allocable to limited partner interests	$	5.0	$	56.7	$	63.9	$	(56.2	)
Net income (loss) per limited partner unit (basic)	$	0.02	$	0.18	$	0.19	$	(0.18	)
Weighted average limited partner units outstanding (basic)		327.6		314.8		327.0		311.0
Net income (loss) per limited partner unit (diluted)	$	0.02	$	0.18	$	0.19	$	(0.18	)
Weighted average limited partner units outstanding (diluted)		327.6		314.8		327.0		311.0

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six month period ended June 30,
	2014			2013
	(unaudited; in millions)
Cash provided by operating activities:
Net income	$	268.2		$	56.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		217.2			188.0
Derivative fair value net losses (gains)		24.7			(22.3	)
Inventory market price adjustments		3.3			2.5
Environmental costs, net of recoveries		38.0			179.7
Distributions from investments in joint ventures		1.0			—
Equity earnings from investments in joint ventures		(1.0	)		—
Deferred income taxes		1.3			13.2
State income taxes		1.8			7.4
Allowance for equity used during construction		(33.3	)		(15.9	)
Other		(0.8	)		7.3
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		9.1			60.1
Due from General Partner and affiliates		5.3			4.5
Accrued receivables		51.8			276.3
Inventory		(75.7	)		(95.1	)
Current and long-term other assets		(16.5	)		(19.1	)
Due to General Partner and affiliates		(6.0	)		18.4
Accounts payable and other		(63.8	)		(40.3	)
Environmental liabilities		(62.9	)		(32.7	)
Accrued purchases		(3.2	)		(95.3	)
Interest payable		1.4			4.1
Property and other taxes payable		(1.6	)		(14.0	)
Settlement of interest rate derivatives		1.3			(5.3	)
Net cash provided by operating activities		359.6			477.5
Cash used in investing activities:
Additions to property, plant and equipment		(1,309.0	)		(859.7	)
Changes in restricted cash		36.1			(3.4	)
Investments in joint ventures		(28.1	)		(126.7	)
Distributions from investments in joint ventures in excess of cumulative earnings		17.7			—
Other		(3.7	)		(4.0	)
Net cash used in investing activities		(1,287.0	)		(993.8	)
Cash provided by financing activities:
Net proceeds from Series 1 preferred unit issuance		—			1,200.0
Net proceeds from i-unit issuances		—			278.7
Distributions to partners		(356.9	)		(353.3	)
Repayments to General Partner		(6.0	)		(6.0	)
Repayments of long-term debt		—			(200.0	)
Net repayments under credit facility		140.0			—
Net commercial paper borrowings		765.0			(724.7	)
Contributions from noncontrolling interest		612.9			149.7
Distributions to noncontrolling interest		(42.5	)		(28.7	)
Net cash provided by financing activities		1,112.5			315.7
Net increase (decrease) in cash and cash equivalents		185.1			(200.6	)
Cash and cash equivalents at beginning of year		164.8			227.9
Cash and cash equivalents at end of period	$	349.9		$	27.3

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	June 30,			December 31,
	2014			2013
	(unaudited; in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	349.9		$	164.8
Restricted cash		33.3			69.4
Receivables, trade and other, net of allowance for doubtful accounts of $0.5 million in 2014 and 2013		51.7			49.4
Due from General Partner and affiliates		36.5			40.5
Accrued receivables		147.0			210.2
Inventory		164.9			94.9
Other current assets		58.7			47.6
		842.0			676.8
Property, plant and equipment, net		14,207.1			13,176.8
Goodwill		246.7			246.7
Intangibles, net		257.7			263.2
Other assets, net		509.9			538.0
	$	16,063.4		$	14,901.5
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Due to General Partner and affiliates	$	118.1		$	121.4
Accounts payable and other		710.9			822.0
Environmental liabilities		187.7			233.7
Accrued purchases		457.4			465.6
Interest payable		69.4			68.0
Property and other taxes payable		68.8			70.7
Note payable to General Partner		12.0			12.0
Current maturities of long-term debt		200.0			200.0
		1,824.3			1,993.4
Long-term debt		5,682.7			4,777.4
Loans from General Partner and affiliate		300.0			306.0
Due to General Partner and affiliates		103.3			58.2
Deferred income tax liability		18.7			17.4
Other long-term liabilities		136.4			51.7
Total liabilities		8,065.4			7,204.1
Commitments and contingencies
Partners’ capital:
Series 1 preferred units (48,000,000 at June 30, 2014 and December 31, 2013)		1,168.0			1,160.7
Class A common units (254,208,428 at June 30, 2014 and December 31, 2013)		2,755.5			2,979.0
Class B common units (7,825,500 at June 30, 2014 and December 31, 2013)		58.5			65.3
i-units (66,196,781 and 63,743,099 at June 30, 2014 and December 31, 2013, respectively)		1,305.1			1,291.9
General Partner		298.9			301.5
Accumulated other comprehensive loss		(212.4	)		(76.6	)
Total Enbridge Energy Partners, L.P. partners’ capital		5,373.6			5,721.8
Noncontrolling interest		2,624.4			1,975.6
Total partners’ capital		7,998.0			7,697.4
	$	16,063.4		$	14,901.5

NET INCOME PER LIMITED PARTNER UNIT

We allocate our net income among our Series 1 Preferred Units, or Preferred Units, Enbridge Energy Company, Inc., our General Partner, and our limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income attributable to our general and limited partner interests to our General Partner 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, after Preferred Unit allocations, based on their sharing of losses of 2% and 98%, respectively, as set forth in our partnership agreement. Historically, we have made the distributions in excess of earnings 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 $0.295		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 determined basic and diluted net income (loss) per limited partner unit as follows:

	For the three month period ended June 30,						For the six month period ended June 30,
	2014			2013			2014			2013
	(unaudited; in millions, except per unit amounts)
Net income	$	112.5		$	123.7		$	268.2		$	56.0
Less Net income attributable to:
Noncontrolling interest		(42.4	)		(18.4	)		(78.7	)		(34.0	)
Series 1 preferred unit distributions		(22.5	)		(13.1	)		(45.0	)		(13.1	)
Accretion of discount on Series 1 preferred units		(3.7	)		(2.3	)		(7.3	)		(2.3	)
Net income attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		43.9			89.9			137.2			6.6
Less distributions:
Incentive distributions to our General Partner		(38.0	)		(32.0	)		(71.2	)		(63.9	)
Distributed earnings allocated to our General Partner		(4.5	)		(3.5	)		(8.1	)		(7.0	)
Total distributed earnings to our General Partner		(42.5	)		(35.5	)		(79.3	)		(70.9	)
Total distributed earnings to our limited partners		(182.2	)		(171.3	)		(359.9	)		(342.1	)
Total distributed earnings		(224.7	)		(206.8	)		(439.2	)		(413.0	)
Overdistributed earnings	$	(180.8	)	$	(116.9	)	$	(302.0	)	$	(406.4	)
Weighted average limited partner units outstanding		327.6			314.8			327.0			311.0
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit (1)	$	0.56		$	0.54		$	1.10		$	1.10
Overdistributed earnings per limited partner unit (2)		(0.54	)		(0.36	)		(0.91	)		(1.28	)
Net income (loss) per limited partner unit (basic and diluted) (3)	$	0.02		$	0.18		$	0.19		$	(0.18	)

⁽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 overdistributed earnings allocated to the limited partners based on the distribution waterfall that is outlined in our partnership agreement.

⁽³⁾  For the three and six month periods ended June 30, 2014, 43,201,310 anti-dilutive Preferred Units were excluded from the if-converted method of calculating diluted earnings per unit.

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, collectively comprised of our senior management, 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, because each business segment requires different operating strategies. We have segregated our business activities into two distinct operating segments:

• Liquids; and

• Natural Gas.

During the first quarter of 2014, the Partnership changed its reporting segments. The Marketing segment was combined with the Natural Gas segment to form one new segment called “Natural Gas”. There was no change to the Liquids segment.

This change was a result of the reorganization of EEP resulting from MEP’s IPO which prompted Management to reassess the presentation of EEP’s reportable segments considering the financial information available and evaluated regularly by EEP’s Chief Operating Decision Maker. The new segment is consistent with how management makes resource allocation decisions, evaluates performance, and furthers the achievement of the Partnership’s long-term objectives. Financial information for the prior periods has been restated to reflect the change in reporting segments.

The following tables present certain financial information relating to our business segments and corporate activities:

	For the three month period ended June 30, 2014
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	474.3	$	1,396.8		$	—		$	1,871.1
Cost of natural gas		—		1,259.8			—			1,259.8
Environmental costs, net of recoveries		38.2		—			—			38.2
Operating and administrative		117.6		103.6			3.4			224.6
Power		54.2		—			—			54.2
Depreciation and amortization		76.6		36.8			—			113.4
		286.6		1,400.2			3.4			1,690.2
Operating income (loss)		187.7		(3.4	)		(3.4	)		180.9
Interest expense, net		—		—			80.2			80.2
Allowance for equity used during construction		—		—			12.6			12.6
Other income (expense) (2)		—		2.3			(1.1	)		1.2
Income (loss) before income tax expense		187.7		(1.1	)		(72.1	)		114.5
Income tax expense		—		—			2.0			2.0
Net income (loss)		187.7		(1.1	)		(74.1	)		112.5
Less: Net income attributable to:
Noncontrolling interest		—		—			42.4			42.4
Series 1 preferred unit distributions		—		—			22.5			22.5
Accretion of discount on Series 1 preferred units		—		—			3.7			3.7
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	187.7	$	(1.1	)	$	(142.7	)	$	43.9

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

⁽²⁾  Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system which began recognizing operating costs during the fourth quarter of 2013.

	For the three month period ended June 30, 2013
	Liquids		Natural Gas		Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	366.3	$	1,306.4	$	—		$	1,672.7
Cost of natural gas		—		1,115.5		—			1,115.5
Environmental costs, net of recoveries		5.2		—		—			5.2
Operating and administrative		98.4		116.4		3.2			218.0
Power		29.2		—		—			29.2
Depreciation and amortization		60.4		35.4		—			95.8
		193.2		1,267.3		3.2			1,463.7
Operating income (loss)		173.1		39.1		(3.2	)		209.0
Interest expense, net		—		—		79.5			79.5
Allowance for equity used during construction		—		—		8.1			8.1
Other income		—		—		0.3			0.3
Income (loss) before income tax expense		173.1		39.1		(74.3	)		137.9
Income tax expense		—		—		14.2			14.2
Net income (loss)		173.1		39.1		(88.5	)		123.7
Less: Net income attributable to:
Noncontrolling interest		—		—		18.4			18.4
Series 1 preferred unit distributions		—		—		13.1			13.1
Accretion of discount on Series 1 preferred units		—		—		2.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	173.1	$	39.1	$	(122.3	)	$	89.9

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

	As of and for the six month period ended June 30, 2014
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	907.0	$	3,043.7	(2)	$	—		$	3,950.7
Cost of natural gas		—		2,748.5			—			2,748.5
Environmental costs, net of recoveries		43.2		—			—			43.2
Operating and administrative		226.0		212.5			3.1			441.6
Power		104.6		—			—			104.6
Depreciation and amortization		143.4		73.8			—			217.2
		517.2		3,034.8			3.1			3,555.1
Operating income (loss)		389.8		8.9			(3.1	)		395.6
Interest expense, net		—		—			157.1			157.1
Allowance for equity used during construction		—		—			33.3			33.3
Other income (expense)		—		1.0	(3)		(0.6	)		0.4
Income (loss) before income tax expense		389.8		9.9			(127.5	)		272.2
Income tax expense		—		—			4.0			4.0
Net income (loss)		389.8		9.9			(131.5	)		268.2
Less: Net income attributable to:
Noncontrolling interest		—		—			78.7			78.7
Series 1 preferred unit distributions		—		—			45.0			45.0
Accretion of discount on Series 1 preferred units		—		—			7.3			7.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	389.8	$	9.9		$	(262.5	)	$	137.2
Total assets	$	10,335.9	$	5,301.3	(4)	$	426.2		$	16,063.4
Capital expenditures (excluding acquisitions)	$	985.0	$	105.0		$	1.5		$	1,091.5

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

⁽²⁾  Total segment revenue and intersegment revenue for the natural gas segment for the six-month period ended June 30, 2014 has been corrected to eliminate intra-segment revenue of $318.7 million that was recorded in error and previously reported on Form 10-Q for the three-month period ended March 31, 2014. This error did not impact previously reported segment operating revenue or consolidated operating revenue for the three-month period ended March 31, 2014.

⁽³⁾  Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system which began recognizing operating costs during the fourth quarter of 2013.

⁽⁴⁾  Total assets for our Natural Gas segment includes our long term equity investment in the Texas Express NGL system.

	As of and for the six month period ended June 30, 2013
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	699.2	$	2,666.5	(2)	$	—		$	3,365.7
Cost of natural gas		—		2,306.9			—			2,306.9
Environmental costs, net of recoveries		183.7		—			—			183.7
Operating and administrative		185.1		224.2			3.6			412.9
Power		62.8		—			—			62.8
Depreciation and amortization		117.2		70.8			—			188.0
		548.8		2,601.9			3.6			3,154.3
Operating income (loss)		150.4		64.6			(3.6	)		211.4
Interest expense, net		—		—			155.9			155.9
Allowance for equity used during construction		—		—			15.9			15.9
Other income		—		—			0.6			0.6
Income (loss) before income tax expense		150.4		64.6			(143.0	)		72.0
Income tax expense		—		—			16.0			16.0
Net income (loss)		150.4		64.6			(159.0	)		56.0
Less: Net income attributable to:
Noncontrolling interest		—		—			34.0			34.0
Series 1 preferred unit distributions		—		—			13.1			13.1
Accretion of discount on Series 1 preferred units		—		—			2.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	150.4	$	64.6		$	(208.4	)	$	6.6
Total assets	$	7,811.0	$	5,330.4	(3)	$	159.6		$	13,301.0
Capital expenditures (excluding acquisitions)	$	733.4	$	125.1		$	8.6		$	867.1

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

⁽²⁾  Total segment revenue and intersegment revenue for the natural gas for the six-month period ended June 30, 2013 has been corrected to eliminate intra-segment revenue of $248.7 million that was recorded in error for the three-month period ended March 31, 2013. This error did not impact previously reported segment operating revenue or consolidated operating revenue for the three-month period ended March 31, 2013.

⁽³⁾  Total assets for our Natural Gas Segment includes our long term equity investment in the Texas Express NGL system.