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): November 3, 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 November 3, 2014 announcing its financial results for the three and nine month periods ended September 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 nine month periods ended September 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, as amended, and is not incorporated by reference into any registration statements filed under the Securities Act of 1933, as amended.

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: November 3, 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 November 3, 2014 reporting financial results for the three and nine month periods ended September 30, 2014
99.2	Unaudited consolidated financial statements of Enbridge Energy Partners, L.P. for the three and nine month periods ended September 30, 2014

EX-99.1

Exhibit 99.1

News Release

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

HOUSTON — (November 3, 2014) - Enbridge Energy Partners, L.P. (NYSE:EEP) (“Enbridge Partners” or “the Partnership”) announced today that the board of directors of the delegate of its general partner has declared a cash distribution of $0.555 per unit, payable on November 14, 2014 to unitholders of record as of the close of business on November 7, 2014.

THIRD QUARTER AND YEAR-TO-DATE 2014 HIGHLIGHTS

• Record Lakehead and North Dakota system deliveries.

• Reported adjusted EBITDA for the third quarter of $406.7 million; 48% higher than third quarter of 2013.

• Over $2 billion of organic growth entered service year-to-date.

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

• Received $900 million drop down proposal from Enbridge, Inc. (NYSE: ENB) (“Enbridge”) for 66.7 percent interest in the U.S. segment of the Alberta Clipper Pipeline.

• ENB communicated its objectives to utilize drop downs as a source of low cost funding for its own broader growth capital program.

“We are pleased with the Partnership’s third 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 both our Lakehead and North Dakota systems to remain strong during the fourth quarter. Turning to project execution, we completed the remaining 50-mile segment of our Eastern Access Line 6B Replacement to Sarnia, Ontario and the first phase of our Line 61 Mainline Expansion. Collectively, the Partnership has placed over $2.0 billion of capital into service in 2014. We expect our organic growth projects and our recently proposed Alberta Clipper drop down transaction will deliver highly certain earnings and cash flows, which will increase our distributable cash flow and strengthen distribution coverage. The Partnership plans, subject to Board approval, to make an initial 2015 distribution increase in conjunction with the expected year-end closing of this transaction,” said Mark Maki, president for the Partnership.

“During the third quarter, the Partnership received a proposal from Enbridge, under which Enbridge will drop down its 66.7 percent interest in the U.S. segment of the Alberta Clipper Pipeline to the Partnership. This proposed transaction is the latest in a series of actions Enbridge has taken to enhance EEP’s distributable cash flow and re-establish EEP as a strong master limited partnership. If approved, this immediately accretive drop down transaction will enhance the Partnership’s distribution

growth outlook in 2015 and pave the way for further drop downs from Enbridge. Our parent has communicated its objectives to utilize drop downs as a source of low cost funding for Enbridge’s own broader growth capital program. Enbridge has an attractive portfolio of liquids pipeline assets in the U.S. that can be dropped down to EEP. These actions contribute to our confidence in the long-term outlook for the Partnership and this transaction once again demonstrates the strategic alignment and support from our sponsor, Enbridge,” noted Maki.

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

	Three months ended September 30,						Nine months ended September 30,
(unaudited; dollars in millions, except per unit amounts)	2014			2013			2014		2013
Net income(1)	$	20.5		$	14.9		$	157.7	$	21.5
Net income (loss) per unit		(0.04	)		(0.05	)		0.15		(0.23	)
Adjusted EBITDA(2)		406.7			274.5			1,107.7		840.1
Adjusted net income(1)		117.8			61.0			327.8		231.4
Adjusted net income per unit		0.25			0.09			0.66		0.43

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

⁽²⁾  Includes non-controlling interest.

Adjusted net income for the three and nine month periods ended September 30, 2014, as reported above, eliminates the effect 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 $117.8 million for the third quarter of 2014 was $56.8 million higher than the same period from the prior year. Higher earnings were attributable to higher transportation rates, higher deliveries and contributions from pipeline expansion projects entering service in our liquids pipeline segment, partially offset by lower gross margin in our natural gas segment.

During the third 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 September 30,						Nine months ended September 30,
(unaudited; dollars in millions except per unit amounts)	2014			2013			2014		2013
Operating revenue	$	1,942.3		$	1,789.4		$	5,893.0	$	5,155.1
Operating expenses:
Cost of natural gas		1,238.2			1,257.5			3,986.7		3,564.4
Environmental costs, net of recoveries		50.1			0.6			93.3		184.3
Operating and administrative		235.3			265.1			676.9		678.0
Power		59.5			43.0			164.1		105.8
Depreciation and amortization		118.8			99.6			336.0		287.6
Operating income		240.4			123.6			636.0		335.0
Interest expense		137.1			70.5			294.2		226.4
Allowance for equity used during construction		14.5			9.3			47.8		25.2
Other income		1.8			0.4			2.2		1.0
Income before income tax expense		119.6			62.8			391.8		134.8
Income tax expense		2.1			1.5			6.1		17.5
Net income		117.5			61.3			385.7		117.3
Less: Net income attributable to:
Noncontrolling interest		70.7			20.3			149.4		54.3
Series 1 preferred unit distributions		22.5			22.7			67.5		35.8
Accretion of discount on Series 1 preferred units		3.8			3.4			11.1		5.7
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	20.5		$	14.9		$	157.7	$	21.5
Less: Allocations to general partner		35.0			32.5			108.2		95.3
Net income (loss) allocable to limited partners	$	(14.5	)	$	(17.6	)	$	49.5	$	(73.8	)
Weighted average limited partner units (basic)		328.8			317.4			327.6		313.2
Net income (loss) per limited partner unit (basic)	$	(0.04	)	$	(0.05	)	$	0.15	$	(0.23	)
Weighted average limited partner units outstanding (diluted)		328.8			317.4			327.6		313.2
Net income (loss) per limited partner unit (diluted)	$	(0.04	)	$	(0.05	)	$	0.15	$	(0.23	)

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COMPARISON OF QUARTERLY RESULTS

Following are explanations for significant changes in the Partnership’s financial results, comparing the three and nine month periods ended September 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).

	Three months ended						Nine months ended
Adjusted Operating Income	September 30,						September 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Liquids	$	269.7		$	150.2		$	705.7		$	472.4
Natural Gas		(3.2	)		16.8			10.1			59.3
Corporate		(3.8	)		(1.8	)		(6.9	)		(5.4	)
Adjusted operating income	$	262.7		$	165.2		$	708.9		$	526.3

Liquids – Third quarter adjusted operating income for the Liquids segment increased $119.5 million to $269.7 million from $150.2 million for the comparable period in 2013. Higher revenues in the third quarter were attributable to an increase in transportation rates and higher deliveries on both our Lakehead and North Dakota liquids pipeline systems. Total liquids system deliveries increased approximately 21 percent over the same period from prior year due to crude oil supply growth in western Canada and the Bakken Formation, along with Enbridge and the Partnership’s pipeline expansion projects entering service. The Partnership completed a large component of its Eastern Access Program, specifically the Line 6B Replacement project from Griffith, Indiana to Sarnia, Ontario, in two phases in 2014. The 160-mile segment of the Line 6B Replacement project from Griffith, Indiana to Stockbridge, Michigan which entered service May 1, 2014 contributed to the increase in revenues during the third quarter. The remaining 50-mile segment of the Line 6B Replacement to Sarnia, Ontario entered service September 30, 2014. Additionally, the first phase of the Line 61 Mainline Expansion began service August 1, 2014. Lastly, operating income benefitted from lower operating and administrative expenses over prior year.

	Three months ended				Nine months ended
Liquids Systems Volumes	September 30,				September 30,
(thousand barrels per day)	2014		2013		2014		2013
Lakehead		2,172		1,825		2,088		1,781
Mid-Continent		191		216		193		202
North Dakota		347		206		303		161
Total		2,710		2,247		2,584		2,144

Natural Gas – Third quarter adjusted operating income for the Natural Gas segment was $20 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 due to reduced gas drilling activity in our Anadarko and East Texas regions. Additionally, volumes were impacted by the loss of a major customer on our Anadarko system in the second half of 2013. Lower segment gross margin was partially offset by lower operating and administrative expenses.

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	Three months ended				Nine months ended
Natural Gas Throughput	September 30,				September 30,
(MMBtu per day)	2014		2013		2014		2013
East Texas		1,063,000		1,120,000		1,021,000		1,201,000
Anadarko		806,000		957,000		816,000		963,000
North Texas		304,000		314,000		292,000		326,000
Total		2,173,000		2,391,000		2,129,000		2,490,000

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 November 14, 2014 to shareholders of record on November 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 November 5, 2014. Enbridge Management’s sole asset is its approximate 17 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 third quarter of 2014.

MANAGEMENT REVIEW OF QUARTERLY RESULTS

Enbridge Partners will review its financial results for the quarter ended September 30, 2014 in a live Internet presentation, commencing at 10:00 a.m. Eastern Time on November 3, 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/yi5g74cu

The audio portion of the live presentation will be accessible by telephone at (877) 546-5018 (Passcode: 93293125) and can be replayed until November 17, 2014 by calling (888) 286-8010 (Passcode: 53587663). 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.

	Three months ended						Nine months ended
Adjusted Earnings	September 30,						September 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.	$	20.5		$	14.9		$	157.7		$	21.5
Noncash derivative fair value (gains) losses
-Liquids		(6.5	)		5.5			1.0			4.3
-Natural Gas		(13.6	)		32.5			(8.5	)		11.7
-Corporate		62.3			1.1			73.3			0.8
Option premium amortization		(1.8	)		3.3			(3.2	)		2.0
Make-up rights adjustment		1.2			0.3			8.5			0.3
Deferred tax law adjustment		—			—			—			12.1
Line 6B incident expenses, net of recoveries		51.9			—			87.9			173.0
Accretion of discount on Series 1 preferred units		3.8			3.4			11.1			5.7
Adjusted net income		117.8			61.0			327.8			231.4
Less: Allocations to general partner		36.9			33.5			111.6			99.5
Adjusted net income allocable to limited partners	$	80.9		$	27.5		$	216.2		$	131.9
Weighted average units (millions)		328.8			317.4			327.6			313.2
Adjusted net income per limited partner unit (dollars)	$	0.25		$	0.09		$	0.66		$	0.43
	Three months ended						Nine months ended
Liquids	September 30,						September 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Operating income	$	227.5		$	144.4		$	617.3		$	294.8
Line 6B incident expenses, net of recoveries		47.9			—			81.9			173.0
Noncash derivative fair value (gains) losses		(6.5	)		5.5			1.0			4.3
Make-up rights adjustment		0.8			0.3			5.5			0.3
Adjusted operating income	$	269.7		$	150.2		$	705.7		$	472.4
	Three months ended						Nine months ended
Natural Gas	September 30,						September 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Operating income (loss)	$	16.7		$	(19.0	)	$	25.6		$	45.6
Noncash derivative fair value (gains) losses		(17.7	)		32.5			(11.5	)		11.7
Option premium amortization		(2.2	)		3.3			(4.0	)		2.0
Adjusted operating income (loss)	$	(3.2	)	$	16.8		$	10.1		$	59.3

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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.

	Three months ended						Nine months ended
Adjusted EBITDA	September 30,						September 30,
(unaudited; dollars in millions)	2014			2013			2014			2013
Net cash provided by operating activities	$	132.1		$	465.0		$	491.7		$	942.5
Changes in operating assets and liabilities, net of cash acquired		192.7			(228.7	)		349.5			(292.1	)
Interest expense(1)		74.8			69.4			220.9			225.6
Income tax expense		2.1			1.5			6.1			17.5
Allowance for equity used during construction		14.5			9.3			47.8			25.2
Option premium amortization		(2.2	)		3.3			(4.0	)		2.0
Deferred tax law adjustment		—			—			—			(12.1	)
Line 6B incident recoveries received		—			(42.0	)		—			(42.0	)
Other		(7.3	)		(3.3	)		(4.3	)		(26.5	)
Adjusted EBITDA	$	406.7		$	274.5		$	1,107.7		$	840.1

⁽¹⁾  Interest expense excludes unrealized mark-to-market net losses of $62.3 million and $73.3 million for the three and nine month periods ended September 30, 2014, respectively. Interest expense excludes unrealized mark-to-market net losses of $1.1 million and $0.8 million for the three and nine month periods ended September 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 17 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 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

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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 effect 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 the Partnership’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 the Partnership’s web site.

FOR FURTHER INFORMATION PLEASE CONTACT

Investor Relations Contact:	Media Contact:
Sanjay Lad, CFA	Terri Larson, APR
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 period ended September 30,						For the nine month period ended September 30,
	2014			2013			2014		2013
	(unaudited; in millions, except per unit amounts)
Operating revenue	$	1,874.0		$	1,724.0		$	5,663.6	$	4,950.3
Operating revenue - affiliate		68.3			65.4			229.4		204.8
		1,942.3			1,789.4			5,893.0		5,155.1
Operating expenses:
Cost of natural gas		1,208.5			1,234.7			3,888.4		3,469.1
Cost of natural gas - affiliate		29.7			22.8			98.3		95.3
Environmental costs, net of recoveries		50.1			0.6			93.3		184.3
Operating and administrative		119.4			153.6			323.3		348.9
Operating and administrative - affiliate		115.9			111.5			353.6		329.1
Power		59.5			43.0			164.1		105.8
Depreciation and amortization		118.8			99.6			336.0		287.6
		1,701.9			1,665.8			5,257.0		4,820.1
Operating income		240.4			123.6			636.0		335.0
Interest expense, net		137.1			70.5			294.2		226.4
Allowance for equity used during construction		14.5			9.3			47.8		25.2
Other income		1.8			0.4			2.2		1.0
Income before income tax expense		119.6			62.8			391.8		134.8
Income tax expense		2.1			1.5			6.1		17.5
Net income		117.5			61.3			385.7		117.3
Less: Net income attributable to:
Noncontrolling interest		70.7			20.3			149.4		54.3
Series 1 preferred unit distributions		22.5			22.7			67.5		35.8
Accretion of discount on Series 1 preferred units		3.8			3.4			11.1		5.7
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	20.5		$	14.9		$	157.7	$	21.5
Net income (loss) allocable to limited partner interests	$	(14.5	)	$	(17.6	)	$	49.5	$	(73.8	)
Net income (loss) per limited partner unit (basic)	$	(0.04	)	$	(0.05	)	$	0.15	$	(0.23	)
Weighted average limited partner units outstanding (basic)		328.8			317.4			327.6		313.2
Net income (loss) per limited partner unit (diluted)	$	(0.04	)	$	(0.05	)	$	0.15	$	(0.23	)
Weighted average limited partner units outstanding (diluted)		328.8			317.4			327.6		313.2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine month period ended September 30,
	2014			2013
	(unaudited; in millions)
Cash provided by operating activities:
Net income	$	385.7		$	117.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		336.0			287.6
Derivative fair value net losses		62.7			16.8
Inventory market price adjustments		4.8			3.3
Environmental costs, net of recoveries		81.5			221.1
Distributions from investments in joint ventures		6.1			—
Equity earnings from investments in joint ventures		(7.1	)		—
Deferred income taxes		1.5			13.5
State income taxes		3.2			7.9
Allowance for equity used during construction		(47.8	)		(25.2	)
Amortization of debt issuance and hedging costs		8.0			7.5
Other		5.0			3.2
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		0.9			66.2
Due from General Partner and affiliates		15.3			(4.9	)
Accrued receivables		27.7			452.5
Inventory		(131.0	)		(87.4	)
Current and long-term other assets		(28.7	)		(22.3	)
Due to General Partner and affiliates		(23.4	)		3.1
Accounts payable and other		(93.1	)		28.0
Environmental liabilities		(116.7	)		(79.8	)
Accrued purchases		(28.6	)		(77.0	)
Interest payable		5.9			8.3
Property and other taxes payable		23.8			8.1
Settlement of interest rate derivatives		—			(5.3	)
Net cash provided by operating activities		491.7			942.5
Cash used in investing activities:
Additions to property, plant and equipment		(2,055.8	)		(1,514.5	)
Changes in restricted cash		31.2			(2.2	)
Investments in joint ventures		(35.4	)		(181.8	)
Distributions from investments in joint ventures in excess of cumulative earnings		27.0			—
Other		(0.7	)		(5.6	)
Net cash used in investing activities		(2,033.7	)		(1,704.1	)
Cash provided by financing activities:
Net proceeds from Series 1 preferred unit issuance		—			1,200.0
Net proceeds from unit issuances		—			519.3
Distributions to partners		(544.2	)		(530.6	)
Repayments to General Partner		(12.0	)		(12.0	)
Net proceeds from issuance of long-term debt		398.1			—
Repayments of long-term debt		—			(200.0	)
Net borrowings under credit facility		30.0			—
Net commercial paper borrowings (repayments)		799.8			(734.9	)
Contributions from noncontrolling interest		1,083.0			355.2
Distributions to noncontrolling interest		(80.9	)		(39.7	)
Net cash provided by financing activities		1,673.8			557.3
Net increase (decrease) in cash and cash equivalents		131.8			(204.3	)
Cash and cash equivalents at beginning of year		164.8			227.9
Cash and cash equivalents at end of period	$	296.6		$	23.6

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	September 30,			December 31,
	2014			2013
	(unaudited; in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	296.6		$	164.8
Restricted cash		38.2			69.4
Receivables, trade and other, net of allowance for doubtful accounts of $0.5 million in 2014 and 2013		48.5			49.4
Due from General Partner and affiliates		26.7			40.5
Accrued receivables		182.5			210.2
Inventory		221.1			94.9
Other current assets		74.5			47.6
		888.1			676.8
Property, plant and equipment, net		15,038.1			13,176.8
Goodwill		246.7			246.7
Intangibles, net		255.9			263.2
Other assets, net		518.3			538.0
	$	16,947.1		$	14,901.5
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Due to General Partner and affiliates	$	98.0		$	121.4
Accounts payable and other		632.3			822.0
Environmental liabilities		164.1			233.7
Accrued purchases		437.0			465.6
Interest payable		73.9			68.0
Property and other taxes payable		94.2			70.7
Note payable to General Partner		12.0			12.0
Current maturities of long-term debt		200.0			200.0
		1,711.5			1,993.4
Long-term debt		6,007.9			4,777.4
Loans from General Partner and affiliate		294.0			306.0
Due to General Partner and affiliates		125.8			58.2
Deferred income tax liability		19.0			17.4
Other long-term liabilities		396.0			51.7
Total liabilities		8,554.2			7,204.1
Commitments and contingencies
Partners’ capital:
Series 1 preferred units (48,000,000 at September 30, 2014 and December 31, 2013)		1,171.8			1,160.7
Class D units (66,100,000 at September 30, 2014)		2,516.8			—
Class A common units (254,208,428 at September 30, 2014 and December 31, 2013)		240.1			2,979.0
Class B common units (7,825,500 at September 30, 2014 and December 31, 2013)		—			65.3
i-units (67,260,894 and 63,743,099 at September 30, 2014 and December 31, 2013, respectively)		675.9			1,291.9
Incentive distribution units (1,000 at September 30, 2014)		493.1			—
General Partner		199.9			301.5
Accumulated other comprehensive Income (loss)		(159.0	)		(76.6	)
Total Enbridge Energy Partners, L.P. partners’ capital		5,138.6			5,721.8
Noncontrolling interest		3,254.3			1,975.6
Total partners’ capital		8,392.9			7,697.4
	$	16,947.1		$	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. Until July 1, 2014, we allocated the distributions to the General Partner and limited partners 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	%

Equity Restructuring Transaction

On July 1, 2014, we entered into an equity restructuring transaction, or Equity Restructuring, with the General Partner in which the General Partner irrevocably waived its right to receive cash distributions and allocations of items of income, gain, deduction and loss in excess of 2% in respect of its general partner interest in the incentive distribution rights, or Previous IDRs, in exchange for the issuance to a wholly-owned subsidiary of the General Partner of (i) 66.1 million units of a new class of limited partner interests designated as Class D units, and (ii) 1,000 units of a new class of limited partner interests designated as Incentive Distribution Units, or IDUs.

Beginning July 1, 2014, as established by our amended and restated partnership agreement, we calculate distributions to the General Partner and limited partners based upon the distribution rates and percentages set forth in the following table:

Distribution Targets	Portion of Quarterly Distribution Per Unit	Percentage Distributed to General Partner and IDUs(1)			Percentage Distributed to Limited partners
Minimum Quarterly Distribution	Up to $0.5345		2	%		98	%
First Target Distribution	> $0.5345		25	%		75	%

⁽¹⁾  For distributions in excess of the Minimum Quarterly Distribution, this percentage includes both the General Partner’s distributions of 2% and the distribution to the Incentive Distribution Unit holder, a wholly-owned subsidiary of our General Partner.

We determined basic and diluted net income (loss) per limited partner unit as follows:

	For the three month period ended September 30,						For the nine month period ended September 30,
	2014			2013			2014			2013
	(unaudited; in millions, except per unit amounts)
Net income	$	117.5		$	61.3		$	385.7		$	117.3
Less Net income attributable to:
Noncontrolling interest		(70.7	)		(20.3	)		(149.4	)		(54.3	)
Series 1 preferred unit distributions		(22.5	)		(22.7	)		(67.5	)		(35.8	)
Accretion of discount on Series 1 preferred units		(3.8	)		(3.4	)		(11.1	)		(5.7	)
Net income attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		20.5			14.9			157.7			21.5
Less distributions:
Incentive distributions		(1.4	)		(32.9	)		(35.9	)		(96.8	)
Distributed earnings attributed to our General Partner		(4.5	)		(3.6	)		(12.6	)		(10.6	)
Distributed earnings allocated to Class D units		(33.1	)		—			(69.8	)		—
Total distributed earnings to our General Partner, Class D units, and IDUs		(39.0	)		(36.5	)		(118.3	)		(107.4	)
Total distributed earnings attributable to our common units and i-units		(182.8	)		(176.5	)		(542.7	)		(518.6	)
Total distributed earnings		(221.8	)		(213.0	)		(661.0	)		(626.0	)
Overdistributed earnings	$	(201.3	)	$	(198.1	)	$	(503.3	)	$	(604.5	)
Weighted average limited partner units outstanding		328.8			317.4			327.6			313.2
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit (1)	$	0.56		$	0.56		$	1.66		$	1.66
Overdistributed earnings per limited partner unit (2)		(0.60	)		(0.61	)		(1.51	)		(1.89	)
Net income (loss) per limited partner unit (basic and diluted) (3)	$	(0.04	)	$	(0.05	)	$	0.15		$	(0.23	)

⁽¹⁾  Represents the total distributed earnings to common units and i-units divided by the weighted average number of limited partner interests outstanding for the period.

⁽²⁾  Represents the common units’ and i-units’ share (98%) of distributions in excess of earnings divided by the weighted average number of common units and i-units outstanding for the period and overdistributed earnings allocated to the common units and i-units based on the distribution waterfall that is outlined in our partnership agreement.

⁽³⁾  For the three month period ended September 30, 2014, 43,201,310 anti-dilutive Preferred Units and 66,100,000 anti-dilutive Class D units were excluded from the if-converted method of calculating diluted earnings per unit. For the nine month period ended September 30, 2014, 43,201,310 anti-dilutive Preferred Units and 22,275,458 anti-dilutive Class D 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 September 30, 2014
	Liquids		Natural Gas		Corporate(1)			Total
	(unaudited; in millions)
Operating revenue	$	542.9	$	1,399.4	$	—		$	1,942.3
Cost of natural gas		—		1,238.2		—			1,238.2
Environmental costs, net of recoveries		50.1		—		—			50.1
Operating and administrative		126.5		105.0		3.8			235.3
Power		59.5		—		—			59.5
Depreciation and amortization		79.3		39.5		—			118.8
		315.4		1,382.7		3.8			1,701.9
Operating income (loss)		227.5		16.7		(3.8	)		240.4
Interest expense, net		—		—		137.1			137.1
Allowance for equity used during construction		—		—		14.5			14.5
Other income (expense)(2)		—		6.1		(4.3	)		1.8
Income (loss) before income tax expense		227.5		22.8		(130.7	)		119.6
Income tax expense		—		—		2.1			2.1
Net income (loss)		227.5		22.8		(132.8	)		117.5
Less: Net income attributable to:
Noncontrolling interest		—		—		70.7			70.7
Series 1 preferred unit distributions		—		—		22.5			22.5
Accretion of discount on Series 1 preferred units		—		—		3.8			3.8
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	227.5	$	22.8	$	(229.8	)	$	20.5

⁽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 September 30, 2013
	Liquids		Natural Gas			Corporate(1)			Total
	(unaudited; in millions)
Operating revenue	$	401.5	$	1,387.9		$	—		$	1,789.4
Cost of natural gas		—		1,257.5			—			1,257.5
Environmental costs, net of recoveries		0.6		—			—			0.6
Operating and administrative		149.7		113.6			1.8			265.1
Power		43.0		—			—			43.0
Depreciation and amortization		63.8		35.8			—			99.6
		257.1		1,406.9			1.8			1,665.8
Operating income (loss)		144.4		(19.0	)		(1.8	)		123.6
Interest expense, net		—		—			70.5			70.5
Allowance for equity used during construction		—		—			9.3			9.3
Other income		—		—			0.4			0.4
Income (loss) before income tax expense		144.4		(19.0	)		(62.6	)		62.8
Income tax expense		—		—			1.5			1.5
Net income (loss)		144.4		(19.0	)		(64.1	)		61.3
Less: Net income attributable to:
Noncontrolling interest		—		—			20.3			20.3
Series 1 preferred unit distributions		—		—			22.7			22.7
Accretion of discount on Series 1 preferred units		—		—			3.4			3.4
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	144.4	$	(19.0	)	$	(110.5	)	$	14.9

⁽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 nine month period ended September 30, 2014
	Liquids		Natural Gas			Corporate(1)			Total
	(unaudited; in millions)
Operating revenue	$	1,449.9	$	4,443.1		$	—		$	5,893.0
Cost of natural gas		—		3,986.7			—			3,986.7
Environmental costs, net of recoveries		93.3		—			—			93.3
Operating and administrative		352.5		317.5			6.9			676.9
Power		164.1		—			—			164.1
Depreciation and amortization		222.7		113.3			—			336.0
		832.6		4,417.5			6.9			5,257.0
Operating income (loss)		617.3		25.6			(6.9	)		636.0
Interest expense, net		—		—			294.2			294.2
Allowance for equity used during construction		—		—			47.8			47.8
Other income (expense)		—		7.1	(2)		(4.9	)		2.2
Income (loss) before income tax expense		617.3		32.7			(258.2	)		391.8
Income tax expense		—		—			6.1			6.1
Net income (loss)		617.3		32.7			(264.3	)		385.7
Less: Net income attributable to:
Noncontrolling interest		—		—			149.4			149.4
Series 1 preferred unit distributions		—		—			67.5			67.5
Accretion of discount on Series 1 preferred units		—		—			11.1			11.1
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	617.3	$	32.7		$	(492.3	)	$	157.7
Total assets	$	11,252.8	$	5,461.9	(3)	$	232.4		$	16,947.1
Capital expenditures (excluding acquisitions)	$	1,861.3	$	158.4		$	3.2		$	2,022.9

⁽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⁾  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.

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

	As of and for the nine month period ended September 30, 2013
	Liquids		Natural Gas			Corporate(1)			Total
	(unaudited; in millions)
Operating revenue	$	1,100.7	$	4,054.4		$	—		$	5,155.1
Cost of natural gas		—		3,564.4			—			3,564.4
Environmental costs, net of recoveries		184.3		—			—			184.3
Operating and administrative		334.8		337.8			5.4			678.0
Power		105.8		—			—			105.8
Depreciation and amortization		181.0		106.6			—			287.6
Operating income (loss)		294.8		45.6			(5.4	)		335.0
Interest expense, net		—		—			226.4			226.4
Allowance for equity used during construction		—		—			25.2			25.2
Other income		—		—			1.0			1.0
Income (loss) before income tax expense		294.8		45.6			(205.6	)		134.8
Income tax expense		—		—			17.5			17.5
Net income (loss)		294.8		45.6			(223.1	)		117.3
Less: Net income attributable to:
Noncontrolling interest		—		—			54.3			54.3
Series 1 preferred unit distributions		—		—			35.8			35.8
Accretion of discount on Series 1 preferred units		—		—			5.7			5.7
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	294.8	$	45.6		$	(318.9	)	$	21.5
Total assets	$	8,497.9	$	5,224.6	(2)	$	161.5		$	13,884.0
Capital expenditures (excluding acquisitions)	$	1,527.2	$	191.9		$	13.9		$	1,733.0

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