Exhibit 99.2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
| | Three months ended June 30, | | Six months ended June 30, | |
| | 2004 | | 2003 | | 2004 | | 2003 | |
| | (unaudited; dollars in millions, except per unit amounts) | |
| | | | | | | | | |
Operating revenue | | $ | 969.7 | | $ | 755.3 | | $ | 1,952.2 | | $ | 1,651.4 | |
| | | | | | | | | |
Operating expenses | | | | | | | | | |
Cost of natural gas | | 797.5 | | 623.4 | | 1,619.3 | | 1,376.9 | |
Operating and administrative | | 68.2 | | 52.3 | | 130.5 | | 104.9 | |
Power | | 17.1 | | 13.0 | | 34.3 | | 25.7 | |
Depreciation and amortization | | 28.9 | | 23.5 | | 57.5 | | 46.9 | |
| | | | | | | | | |
| | 911.7 | | 712.2 | | 1,841.6 | | 1,554.4 | |
| | | | | | | | | |
Operating income | | 58.0 | | 43.1 | | 110.6 | | 97.0 | |
| | | | | | | | | |
Interest expense | | (22.0 | ) | (21.6 | ) | (43.6 | ) | (42.9 | ) |
Other income (expense) | | (0.1 | ) | 1.8 | | 2.0 | | 1.8 | |
| | | | | | | | | |
Net income | | $ | 35.9 | | $ | 23.3 | | $ | 69.0 | | $ | 55.9 | |
| | | | | | | | | |
Net income allocable to common and i-units | | 30.4 | | 18.6 | | 58.0 | | 46.3 | |
| | | | | | | | | |
Net income per common and i-unit | | $ | 0.56 | | $ | 0.39 | | $ | 1.06 | | $ | 1.01 | |
| | | | | | | | | |
Weighted average units outstanding | | 54.9 | | 46.8 | | 54.8 | | 45.7 | |
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Six months ended June 30, | |
| | 2004 | | 2003 | |
| | (unaudited; dollars in millions) | |
Cash provided by operating activities | | | | | |
Net income | | $ | 69.0 | | $ | 55.9 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | | 57.5 | | 46.9 | |
Hedge transaction ineffectiveness | | 1.7 | | 0.5 | |
Environmental liabilities | | (2.0 | ) | — | |
Other | | — | | 0.3 | |
Changes in operating assets and liabilities: | | | | | |
Receivables, trade and other | | 4.0 | | (19.4 | ) |
Due from General Partner and affiliate | | 6.9 | | — | |
Accrued receivables | | (90.9 | ) | (67.7 | ) |
Other current and noncurrent assets | | (5.7 | ) | (6.0 | ) |
Due to General Partner and affiliates | | 2.8 | | (11.1 | ) |
Accounts payable and other | | 9.3 | | (30.5 | ) |
Accrued purchases | | 92.2 | | 105.7 | |
Interest payable | | 8.9 | | 2.7 | |
Property and other taxes payable | | 0.4 | | (1.7 | ) |
| | | | | |
Net cash provided by operating activities | | 154.1 | | 75.6 | |
| | | | | |
Cash used in investing activities | | | | | |
Additions to property, plant and equipment | | (70.8 | ) | (45.6 | ) |
Changes in construction payables | | 1.0 | | (5.4 | ) |
Asset acquisitions, net of cash acquired | | (130.0 | ) | (0.4 | ) |
Other | | 0.1 | | — | |
| | | | | |
Net cash used in investing activities | | (199.7 | ) | (51.4 | ) |
| | | | | |
Cash provided by (used in) financing activities | | | | | |
Proceeds from unit issuance, net | | 22.0 | | 168.2 | |
Distributions to partners | | (93.6 | ) | (74.3 | ) |
Borrowings under debt agreements | | 855.8 | | 1,803.3 | |
Repayments of debt | | (732.5 | ) | (1,591.0 | ) |
Borrowings from General Partner and affiliates | | — | | (316.0 | ) |
Other | | — | | (0.5 | ) |
| | | | | |
Net cash provided by (used in) financing activities | | 51.7 | | (10.3 | ) |
| | | | | |
Net increase in cash and cash equivalents | | 6.1 | | 13.9 | |
| | | | | |
Cash and cash equivalents at beginning of period | | 64.4 | | 60.3 | |
| | | | | |
Cash and cash equivalents at end of period | | $ | 70.5 | | $ | 74.2 | |
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | June 30, 2004 | | December 31, 2003 | |
| | (unaudited; dollars in millions) | |
ASSETS | | | | | |
| | | | | |
Current assets | | | | | |
Cash and cash equivalents | | $ | 70.5 | | $ | 64.4 | |
Receivables, trade and other, net of allowance for doubtful accounts of $3.6 in 2004 and $2.9 in 2003 | | 42.0 | | 46.3 | |
Due from General Partner and affiliates | | 0.3 | | 7.2 | |
Accrued receivables | | 340.6 | | 249.7 | |
Other current assets | | 52.2 | | 41.2 | |
| | 505.6 | | 408.8 | |
| | | | | |
Property, plant and equipment, net | | 2,611.0 | | 2,465.6 | |
Other assets, net | | 18.6 | | 22.9 | |
Goodwill | | 257.3 | | 257.3 | |
Intangibles, net | | 75.6 | | 77.2 | |
| | $ | 3,468.1 | | $ | 3,231.8 | |
| | | | | |
LIABILITIES AND PARTNERS’ CAPITAL | | | | | |
| | | | | |
Current liabilities | | | | | |
Due to General Partner and affiliates | | $ | 4.6 | | $ | 1.8 | |
Accounts payable and other | | 87.9 | | 85.1 | |
Accrued purchases | | 322.8 | | 230.6 | |
Interest payable | | 11.3 | | 6.8 | |
Property and other taxes payable | | 18.9 | | 18.3 | |
Current maturities and short-term debt | | 31.0 | | 246.0 | |
| | 476.5 | | 588.6 | |
| | | | | |
Long-term debt | | 1,495.7 | | 1,155.8 | |
Loans from General Partner and affiliates | | 137.5 | | 133.1 | |
Commitments, contingencies and environmental liabilities | | 5.6 | | 7.9 | |
Deferred credits | | 67.0 | | 33.1 | |
| | 2,182.3 | | 1,918.5 | |
| | | | | |
Partners’ capital | | | | | |
Class A common units (Units issued – 40,616,134 in 2004 and 40,166,134 in 2003) | | 902.2 | | 914.9 | |
Class B common units (Units issued – 3,912,750 in 2004 and 2003) | | 62.4 | | 64.2 | |
i-units (Units issued – 10,457,421 in 2004 and 10,062,170 in 2003) | | 382.6 | | 370.7 | |
General Partner | | 27.5 | | 27.5 | |
Accumulated other comprehensive loss | | (88.9 | ) | (64.0 | ) |
| | 1,285.8 | | 1,313.3 | |
| | $ | 3,468.1 | | $ | 3,231.8 | |
NET INCOME PER COMMON AND i-UNIT
Net income per common and i-unit is computed by dividing net income, after deduction of Enbridge Energy Company, Inc.’s. (the “General Partner”) allocation, by the weighted average number of Class A and Class B common units and i-units outstanding. The General Partner’s allocation is equal to an amount based upon its general partner interest, adjusted to reflect an amount equal to incentive distributions and an amount required to reflect depreciation on the General Partner’s historical cost basis for assets contributed upon formation of the Partnership. There are no dilutive securities. Net income per common and i-unit was determined as follows:
| | Three months ended June 30, | | Six months ended June 30, | |
| | 2004 | | 2003 | | 2004 | | 2003 | |
| | (dollars and units in millions, except per unit amounts) | |
| | | | | | | | | |
Net income | | $ | 35.9 | | $ | 23.3 | | $ | 69.0 | | $ | 55.9 | |
| | | | | | | | | |
Allocations to the General Partner: | | | | | | | | | |
Net income | | (0.7 | ) | (0.4 | ) | (1.4 | ) | (1.1 | ) |
Incentive distributions | | (4.8 | ) | (4.3 | ) | (9.5 | ) | (8.4 | ) |
Historical cost depreciation adjustments | | — | | — | | (0.1 | ) | (0.1 | ) |
| | | | | | | | | |
Net income allocable to common units and i-units | | $ | 30.4 | | $ | 18.6 | | $ | 58.0 | | $ | 46.3 | |
| | | | | | | | | |
Weighted average units outstanding | | 54.9 | | 46.8 | | 54.8 | | 45.7 | |
| | | | | | | | | |
Net income per common and i-unit | | $ | 0.56 | | $ | 0.39 | | $ | 1.06 | | $ | 1.01 | |
SEGMENT INFORMATION
The Partnership’s business is divided into operating segments, defined as components of the enterprise about which financial information is available and evaluated regularly by the Partnership in deciding how to allocate resources to an individual segment and in assessing performance of the segment.
Effective June 30, 2004, the Partnership changed the composition of its reportable segments to the following: Liquids, Natural Gas, Marketing, and Corporate. The prior periods’ segment information reflects this new segmentation.
The following tables present certain financial information relating to the Partnership’s business segments (dollars in millions):
| | As of and for the three months ended June 30, 2004 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate | | Total | |
Total revenue | | 102.7 | | 630.4 | | 664.5 | | — | | 1,397.6 | |
Less: Intersegment revenue | | — | | 395.5 | | 32.4 | | — | | 427.9 | |
Operating revenue | | 102.7 | | 234.9 | | 632.1 | | — | | 969.7 | |
| | | | | | | | | | | |
Cost of natural gas | | — | | 166.9 | | 630.6 | | — | | 797.5 | |
Operating and administrative | | 33.4 | | 33.3 | | 0.8 | | 0.7 | | 68.2 | |
Power | | 17.1 | | — | | — | | — | | 17.1 | |
Depreciation and amortization | | 16.8 | | 12.1 | | — | | — | | 28.9 | |
Operating income | | 35.4 | | 22.6 | | 0.7 | | (0.7 | ) | 58.0 | |
Interest expense | | — | | — | | — | | (22.0 | ) | (22.0 | ) |
Other income (expense) | | — | | — | | — | | (0.1 | ) | (0.1 | ) |
Net income | | 35.4 | | 22.6 | | 0.7 | | (22.8 | ) | 35.9 | |
| | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | 18.9 | | 29.4 | | — | | 0.9 | | 49.2 | |
| | As of and for the three months ended June 30, 2003 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate | | Total | |
Total revenue | | 81.8 | | 494.3 | | 484.8 | | — | | 1,060.9 | |
Less: Intersegment revenue | | — | | 288.0 | | 17.6 | | — | | 305.6 | |
Operating revenue | | 81.8 | | 206.3 | | 467.2 | | — | | 755.3 | |
| | | | | | | | | | | |
Cost of natural gas | | — | | 158.5 | | 464.9 | | — | | 623.4 | |
Operating and administrative | | 26.9 | | 24.4 | | 0.4 | | 0.6 | | 52.3 | |
Power | | 13.0 | | — | | — | | — | | 13.0 | |
Depreciation and amortization | | 14.5 | | 8.9 | | 0.1 | | — | | 23.5 | |
Operating income | | 27.4 | | 14.5 | | 1.8 | | (0.6 | ) | 43.1 | |
Interest expense | | — | | — | | — | | (21.6 | ) | (21.6 | ) |
Other income (expense) | | — | | — | | — | | 1.8 | | 1.8 | |
Net income | | 27.4 | | 14.5 | | 1.8 | | (20.4 | ) | 23.3 | |
| | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | 15.1 | | 11.2 | | 0.1 | | 0.9 | | 27.3 | |
| | As of and for the six months ended June 30, 2004 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate | | Total | |
Total revenue | | 194.4 | | 1,294.9 | | 1,261.4 | | — | | 2,750.7 | |
Less: Intersegment revenue | | — | | 725.3 | | 73.2 | | — | | 798.5 | |
Operating revenue | | 194.4 | | 569.6 | | 1,188.2 | | — | | 1,952.2 | |
| | | | | | | | | | | |
Cost of natural gas | | — | | 435.6 | | 1,183.7 | | — | | 1,619.3 | |
Operating and administrative | | 61.2 | | 65.7 | | 1.6 | | 2.0 | | 130.5 | |
Power | | 34.3 | | — | | — | | — | | 34.3 | |
Depreciation and amortization | | 32.9 | | 24.6 | | — | | — | | 57.5 | |
Operating income | | 66.0 | | 43.7 | | 2.9 | | (2.0 | ) | 110.6 | |
Interest expense | | — | | — | | — | | (43.6 | ) | (43.6 | ) |
Other income (expense) | | — | | — | | — | | 2.0 | | 2.0 | |
Net income | | 66.0 | | 43.7 | | 2.9 | | (43.6 | ) | 69.0 | |
| | | | | | | | | | | |
Total assets | | 1,638.9 | | 1,522.9 | | 277.8 | | 28.5 | | 3,468.1 | |
Goodwill | | — | | 237.0 | | 20.3 | | — | | 257.3 | |
Capital expenditures (excluding acquisitions) | | 26.8 | | 42.7 | | — | | 1.3 | | 70.8 | |
| | As of and for the six months ended June 30, 2003 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate | | Total | |
Total revenue | | 167.2 | | 1,044.6 | | 1,052.5 | | — | | 2,264.3 | |
Less: Intersegment revenue | | — | | 576.8 | | 36.1 | | — | | 612.9 | |
Operating revenue | | 167.2 | | 467.8 | | 1,016.4 | | — | | 1,651.4 | |
| | | | | | | | | | | |
Cost of natural gas | | — | | 368.6 | | 1,008.3 | | — | | 1,376.9 | |
Operating and administrative | | 53.3 | | 49.1 | | 0.8 | | 1.7 | | 104.9 | |
Power | | 25.7 | | — | | — | | — | | 25.7 | |
Depreciation and amortization | | 28.9 | | 17.9 | | 0.1 | | — | | 46.9 | |
Operating income | | 59.3 | | 32.2 | | 7.2 | | (1.7 | ) | 97.0 | |
Interest expense | | — | | — | | — | | (42.9 | ) | (42.9 | ) |
Other income (expense) | | — | | — | | — | | 1.8 | | 1.8 | |
Net income | | 59.3 | | 32.2 | | 7.2 | | (42.8 | ) | 55.9 | |
| | | | | | | | | | | |
Total assets | | 1,498.5 | | 1,164.3 | | 225.0 | | 54.6 | | 2,942.4 | |
Goodwill | | — | | 219.0 | | 20.3 | | — | | 239.3 | |
Capital expenditures (excluding acquisitions) | | 20.0 | | 23.7 | | 0.1 | | 1.8 | | 45.6 | |