Exhibit 99.2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
| | Three months ended | | Nine months ended | |
| | September 30, | | September 30, | |
| | 2008 | | 2007 | | 2008 | | 2007 | |
| | (unaudited; in millions, except per unit amounts) | |
Operating revenue | | $ | 2,812.7 | | $ | 1,710.9 | | $ | 8,180.2 | | $ | 5,162.3 | |
Operating expenses | | | | | | | | | |
Cost of natural gas | | 2,407.5 | | 1,430.8 | | 7,120.6 | | 4,390.7 | |
Operating and administrative | | 139.9 | | 103.8 | | 378.4 | | 306.6 | |
Power | | 35.0 | | 29.7 | | 104.6 | | 87.1 | |
Depreciation and amortization | | 58.6 | | 45.0 | | 163.1 | | 121.3 | |
| | 2,641.0 | | 1,609.3 | | 7,766.7 | | 4,905.7 | |
Operating income | | 171.7 | | 101.6 | | 413.5 | | 256.6 | |
Interest expense | | 50.7 | | 23.4 | | 129.7 | | 70.2 | |
Other income | | 0.3 | | 0.4 | | 2.5 | | 2.3 | |
Income before income tax expense | | 121.3 | | 78.6 | | 286.3 | | 188.7 | |
Income tax expense | | 1.9 | | 1.3 | | 5.0 | | 3.7 | |
Net income | | $ | 119.4 | | $ | 77.3 | | $ | 281.3 | | $ | 185.0 | |
Net income allocable to limited partner units | | $ | 105.3 | | $ | 67.9 | | $ | 245.5 | | $ | 158.6 | |
Net income per limited partner unit (basic and diluted) | | $ | 1.09 | | $ | 0.75 | | $ | 2.58 | | $ | 1.87 | |
Weighted average limited partner units outstanding | | 96.9 | | 90.0 | | 95.3 | | 84.8 | |
1
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Nine months ended
September 30, | |
| | 2008 | | 2007 | |
| | (unaudited; in millions) | |
Cash provided by operating activities | | | | | |
Net income | | $ | 281.3 | | $ | 185.0 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | | 163.1 | | 121.3 | |
Derivative fair value (gains) losses | | (17.5 | ) | 17.4 | |
Inventory market price adjustments | | 8.3 | | 4.5 | |
Other | | 20.1 | | (2.0 | ) |
Changes in operating assets and liabilities, net of cash acquired: | | | | | |
Receivables, trade and other | | (49.2 | ) | 42.3 | |
Due from General Partner and affiliates | | 2.1 | | 2.5 | |
Accrued receivables | | 21.1 | | 116.2 | |
Inventory | | (98.6 | ) | (13.6 | ) |
Current and long term other assets | | (9.1 | ) | (5.4 | ) |
Due to General Partner and affiliates | | 35.4 | | 39.1 | |
Accounts payable and other | | (10.5 | ) | (5.9 | ) |
Accrued purchases | | 78.1 | | (116.8 | ) |
Interest payable | | 55.9 | | 28.9 | |
Property and other taxes payable | | 14.8 | | 5.3 | |
Settlement of interest rate derivatives | | (22.1 | ) | (0.9 | ) |
Net cash provided by operating activities | | 473.2 | | 417.9 | |
Cash used in investing activities | | | | | |
Additions to property, plant and equipment | | (1,000.2 | ) | (1,428.4 | ) |
Changes in construction payables | | (56.0 | ) | 56.4 | |
Changes in restricted cash | | (10.0 | ) | — | |
Other | | (13.0 | ) | (2.0 | ) |
Net cash used in investing activities | | (1,079.2 | ) | (1,374.0 | ) |
Cash provided by financing activities | | | | | |
Net proceeds from unit issuances | | 221.8 | | 628.8 | |
Distributions to partners | | (211.8 | ) | (179.5 | ) |
Net borrowings (repayments) under Credit Facility | | (13.7 | ) | 120.0 | |
Net repayments of commercial paper | | (79.4 | ) | (241.2 | ) |
Net proceeds from issuances of long-term debt | | 790.2 | | 592.8 | |
Net cash provided by financing activities | | 707.1 | | 920.9 | |
Net increase (decrease) in cash and cash equivalents | | 101.1 | | (35.2 | ) |
Cash and cash equivalents at beginning of year | | 50.5 | | 184.6 | |
Cash and cash equivalents at end of period | | $ | 151.6 | | $ | 149.4 | |
2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | September 30,
2008 | | December 31,
2007 | |
| | (unaudited; dollars in millions) | |
ASSETS | | | | | |
Current assets | | | | | |
Cash and cash equivalents | | $ | 151.6 | | $ | 50.5 | |
Restricted cash | | 10.0 | | — | |
Receivables, trade and other, net of allowance for doubtful accounts of $2.0 in 2008 and $1.9 in 2007 | | 208.3 | | 157.8 | |
Due from General Partner and affiliates | | 25.1 | | 27.2 | |
Accrued receivables | | 577.7 | | 598.8 | |
Inventory | | 200.9 | | 110.6 | |
Other current assets | | 14.2 | | 14.8 | |
| | 1,187.8 | | 959.7 | |
Property, plant and equipment, net | | 6,406.6 | | 5,554.9 | |
Goodwill | | 256.5 | | 256.5 | |
Intangibles, net | | 89.7 | | 91.5 | |
Other assets, net | | 40.5 | | 29.0 | |
| | $ | 7,981.1 | | $ | 6,891.6 | |
LIABILITIES AND PARTNERS’ CAPITAL | | | | | |
Current liabilities | | | | | |
Due to General Partner and affiliates | | $ | 102.3 | | $ | 45.8 | |
Accounts payable and other | | 271.5 | | 400.4 | |
Accrued purchases | | 681.9 | | 603.8 | |
Interest payable | | 76.8 | | 20.9 | |
Property and other taxes payable | | 37.3 | | 22.5 | |
Current maturities of long term debt | | 442.8 | | 31.0 | |
| | 1,612.6 | | 1,124.4 | |
Long term debt | | 3,163.5 | | 2,862.9 | |
Notes payable to affiliate | | 130.0 | | 130.0 | |
Other long-term liabilities | | 145.6 | | 202.8 | |
| | 5,051.7 | | 4,320.1 | |
Commitments and contingencies | | | | | |
| | | | | |
Partners’ capital | | | | | |
Class A common units (59,838,834 at September 30, 2008 and 55,238,834 at December 31, 2007) | | 1,529.1 | | 1,340.7 | |
Class B common units (3,912,750 at September 30, 2008 and December 31, 2007) | | 77.6 | | 72.9 | |
Class C units (19,158,153 at September 30, 2008 and 18,073,367 at December 31, 2007) | | 921.3 | | 874.1 | |
i-units (14,355,600 at September 30, 2008 and 13,564,086 at December 31, 2007) | | 557.8 | | 515.3 | |
General Partner | | 71.4 | | 62.9 | |
Accumulated other comprehensive loss | | (227.8 | ) | (294.4 | ) |
| | 2,929.4 | | 2,571.5 | |
| | $ | 7,981.1 | | $ | 6,891.6 | |
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NET INCOME PER LIMITED PARTNER UNIT
Net income per limited partner 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 our limited partner 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 its incentive distributions and an amount required to reflect depreciation on the General Partner’s historical cost basis for assets contributed on formation of the Partnership. We have no dilutive securities. Net income per limited partner unit was determined as follows:
| | Three months ended | | Nine months ended | |
| | September 30, | | September 30, | |
| | 2008 | | 2007 | | 2008 | | 2007 | |
| | (unaudited; in millions, except per unit amounts) | |
| | | | | | | | | |
Net income | | $ | 119.4 | | $ | 77.3 | | $ | 281.3 | | $ | 185.0 | |
Allocations to the General Partner: | | | | | | | | | |
Net income allocated to the General Partner | | (2.4 | ) | (1.5 | ) | (5.6 | ) | (3.7 | ) |
Incentive income allocated to the General Partner | | (11.7 | ) | (7.9 | ) | (30.1 | ) | (22.6 | ) |
Historical cost depreciation adjustments | | — | | — | | (0.1 | ) | (0.1 | ) |
| | (14.1 | ) | (9.4 | ) | (35.8 | ) | (26.4 | ) |
Net income allocable to limited partner units | | $ | 105.3 | | $ | 67.9 | | $ | 245.5 | | $ | 158.6 | |
Net income per limited partner unit (basic and diluted) | | $ | 1.09 | | $ | 0.75 | | $ | 2.58 | | $ | 1.87 | |
Weighted average limited partner units outstanding | | 96.9 | | 90.0 | | 95.3 | | 84.8 | |
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SEGMENT INFORMATION
Our business is divided into operating segments, defined as components of the enterprise, about which financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how resources are allocated and performance is assessed.
Each of our reportable segments is a business unit that offers different services and products that is managed separately, since each business segment requires different operating strategies. We have segregated our business activities into three distinct operating segments:
The following tables present certain financial information about our business segments:
| | For the three months ended September 30, 2008 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | Total | |
| | (in millions) | |
Total revenue | | $ | 209.3 | | $ | 2,233.4 | | $ | 1,352.8 | | $ | — | | $ | 3,795.5 | |
Less: Intersegment revenue | | 0.1 | | 928.5 | | 54.2 | | — | | 982.8 | |
Operating revenue | | 209.2 | | 1,304.9 | | 1,298.6 | | — | | 2,812.7 | |
Cost of natural gas | | — | | 1,122.4 | | 1,285.1 | | — | | 2,407.5 | |
Operating and administrative | | 52.0 | | 83.8 | | 2.5 | | 1.6 | | 139.9 | |
Power | | 35.0 | | — | | — | | — | | 35.0 | |
Depreciation and amortization | | 26.7 | | 31.5 | | 0.4 | | — | | 58.6 | |
Operating income | | 95.5 | | 67.2 | | 10.6 | | (1.6 | ) | 171.7 | |
Interest expense | | — | | — | | — | | 50.7 | | 50.7 | |
Other income | | — | | — | | — | | 0.3 | | 0.3 | |
Income before income tax expense | | 95.5 | | 67.2 | | 10.6 | | (52.0 | ) | 121.3 | |
Income tax expense | | — | | — | | — | | 1.9 | | 1.9 | |
Net income | | $ | 95.5 | | $ | 67.2 | | $ | 10.6 | | $ | (53.9 | ) | $ | 119.4 | |
Capital expenditures (excluding acquisitions) | | $ | 261.1 | | $ | 62.7 | | $ | — | | $ | 4.3 | | $ | 328.1 | |
(1) Corporate consists of interest expense, interest income, and certain other costs such as franchise and income taxes, which are not allocated to the other business segments.
| | For the three months ended September 30, 2007 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | Total | |
| | (in millions) | |
Total revenue | | $ | 138.1 | | $ | 1,376.0 | | $ | 790.3 | | $ | — | | $ | 2,304.4 | |
Less: Intersegment revenue | | — | | 528.7 | | 64.8 | | — | | 593.5 | |
Operating revenue | | 138.1 | | 847.3 | | 725.5 | | — | | 1,710.9 | |
Cost of natural gas | | — | | 711.2 | | 719.6 | | — | | 1,430.8 | |
Operating and administrative | | 33.9 | | 68.1 | | 2.3 | | (0.5 | ) | 103.8 | |
Power | | 29.7 | | — | | — | | — | | 29.7 | |
Depreciation and amortization | | 16.9 | | 27.7 | | 0.4 | | — | | 45.0 | |
Operating income | | 57.6 | | 40.3 | | 3.2 | | 0.5 | | 101.6 | |
Interest expense | | — | | — | | — | | 23.4 | | 23.4 | |
Other income | | — | | — | | — | | 0.4 | | 0.4 | |
Income before income tax expense | | 57.6 | | 40.3 | | 3.2 | | (22.5 | ) | 78.6 | |
Income tax expense | | — | | — | | — | | 1.3 | | 1.3 | |
Net income | | $ | 57.6 | | $ | 40.3 | | $ | 3.2 | | $ | (23.8 | ) | $ | 77.3 | |
Capital expenditures (excluding acquisitions) | | $ | 354.4 | | $ | 186.8 | | $ | 0.1 | | $ | (4.4 | ) | $ | 536.9 | |
(1) Corporate consists of interest expense, interest income, and certain other costs such as franchise and income taxes, which are not allocated to the other business segments.
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| | As of and for the nine months ended September 30, 2008 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | Total | |
| | (in millions) | |
Total revenue | | $ | 555.5 | | $ | 6,388.2 | | $ | 4,025.8 | | $ | — | | $ | 10,969.5 | |
Less: Intersegment revenue | | 0.3 | | 2,582.9 | | 206.1 | | — | | 2,789.3 | |
Operating revenue | | 555.2 | | 3,805.3 | | 3,819.7 | | — | | 8,180.2 | |
Cost of natural gas | | �� | | 3,302.8 | | 3,817.8 | | — | | 7,120.6 | |
Operating and administrative | | 130.8 | | 235.8 | | 7.1 | | 4.7 | | 378.4 | |
Power | | 104.6 | | — | | — | | — | | 104.6 | |
Depreciation and amortization | | 73.0 | | 88.8 | | 1.3 | | — | | 163.1 | |
Operating income | | 246.8 | | 177.9 | | (6.5 | ) | (4.7 | ) | 413.5 | |
Interest expense | | — | | — | | — | | 129.7 | | 129.7 | |
Other income | | — | | — | | — | | 2.5 | | 2.5 | |
Income before income tax expense | | 246.8 | | 177.9 | | (6.5 | ) | (131.9 | ) | 286.3 | |
Income tax expense | | — | | — | | — | | 5.0 | | 5.0 | |
Net income | | $ | 246.8 | | $ | 177.9 | | $ | (6.5 | ) | $ | (136.9 | ) | $ | 281.3 | |
Total assets | | $ | 3,709.9 | | $ | 3,692.5 | | $ | 353.1 | | $ | 225.6 | | $ | 7,981.1 | |
Capital expenditures (excluding acquisitions) | | $ | 762.8 | | $ | 226.6 | | $ | — | | $ | 10.8 | | $ | 1,000.2 | |
(1) Corporate consists of interest expense, interest income, and certain other costs such as franchise and income taxes, which are not allocated to the other business segments.
| | As of and for the nine months ended September 30, 2007 | |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | Total | |
| | (in millions) | |
Total revenue | | $ | 400.3 | | $ | 4,084.7 | | $ | 2,634.0 | | $ | — | | $ | 7,119.0 | |
Less: Intersegment revenue | | — | | 1,767.6 | | 189.1 | | — | | 1,956.7 | |
Operating revenue | | 400.3 | | 2,317.1 | | 2,444.9 | | — | | 5,162.3 | |
Cost of natural gas | | — | | 1,966.2 | | 2,424.5 | | — | | 4,390.7 | |
Operating and administrative | | 108.2 | | 190.3 | | 5.8 | | 2.3 | | 306.6 | |
Power | | 87.1 | | — | | — | | — | | 87.1 | |
Depreciation and amortization | | 50.0 | | 70.1 | | 1.2 | | — | | 121.3 | |
Operating income | | 155.0 | | 90.5 | | 13.4 | | (2.3 | ) | 256.6 | |
Interest expense | | — | | — | | — | | 70.2 | | 70.2 | |
Other income | | — | | — | | — | | 2.3 | | 2.3 | |
Income before income tax expense | | 155.0 | | 90.5 | | 13.4 | | (70.2 | ) | 188.7 | |
Income tax expense | | — | | — | | — | | 3.7 | | 3.7 | |
Net income | | $ | 155.0 | | $ | 90.5 | | $ | 13.4 | | $ | (73.9 | ) | $ | 185.0 | |
Total assets | | $ | 2,624.1 | | $ | 3,261.0 | | $ | 261.6 | | $ | 207.1 | | $ | 6,353.8 | |
Capital expenditures (excluding acquisitions) | | $ | 847.8 | | $ | 572.7 | | $ | 1.6 | | $ | 6.3 | | $ | 1,428.4 | |
(1) Corporate consists of interest expense, interest income, and certain other costs such as franchise and income taxes, which are not allocated to the other business segments.
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