Enbridge Energy Partners 8K , L.P. Declares Distribution Increase and Reports Earnings for Second Quarter 2015 | SEC 30 Jul 15

Exhibit 99.2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

	For the three months					For the six months
	ended June 30,					ended June 30,
	2015			2014		2015			2014
	(unaudited; in millions, except per unit amounts)

Operating revenues:
Commodity sales	$	702.7		$	1,275.5	$	1,503.6		$	2,817.8
Commodity sales - affiliate		28.4			66.9		50.2			124.1
Transportation and other services		548.5			509.6		1,123.2			971.8
Transportation and other services - affiliate		33.5			19.1		64.7			37.0
		1,313.1			1,871.1		2,741.7			3,950.7
Operating expenses:
Commodity costs		647.5			1,221.4		1,408.7			2,679.9
Commodity costs - affiliate		23.1			38.4		41.0			68.6
Environmental costs, net of recoveries		(0.8	)		38.2		-			43.2
Operating and administrative		91.5			107.3		189.7			203.9
Operating and administrative - affiliate		115.7			117.3		234.6			237.7
Power		57.2			54.2		120.8			104.6
Depreciation and amortization		129.5			113.4		257.9			217.2
Goodwill impairment		246.7			-		246.7			-
Asset impairment		12.3			-		12.3			-
		1,322.7			1,690.2		2,511.7			3,555.1
Operating income (loss)		(9.6	)		180.9		230.0			395.6
Interest expense, net		78.0			80.2		126.3			157.1
Allowance for equity used during construction		17.3			12.6		40.3			33.3
Other income		6.0			1.2		11.9			0.4
Income (loss) before income tax expense (benefit)		(64.3	)		114.5		155.9			272.2
Income tax expense (benefit)		(3.8	)		2.0		(1.4	)		4.0
Net income (loss)		(60.5	)		112.5		157.3			268.2
Less: Net income attributable to:
Noncontrolling interest		10.0			42.4		61.3			78.7
Series 1 preferred unit distributions		22.5			22.5		45.0			45.0
Accretion of discount on Series 1 preferred units		4.1			3.7		8.0			7.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(97.1	)	$	43.9	$	43.0		$	137.2
Net income (loss) allocable to common units and i-units	$	(149.4	)	$	5.0	$	(63.5	)	$	63.9
Net income (loss) per common unit and i-unit (basic)	$	(0.44	)	$	0.02	$	(0.18	)	$	0.19
Weighted average common units and i-units outstanding (basic)		339.9			327.6		336.3			327.0
Net income (loss) per common unit and i-unit (diluted)	$	(0.44	)	$	0.02	$	(0.18	)	$	0.19
Weighted average common units and i-units outstanding (diluted)		339.9			327.6		336.3			327.0

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months
	ended June 30,
	2015			2014
	(unaudited; in millions)
Cash provided by operating activities:
Net income	$	157.3		$	268.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		257.9			217.2
Derivative fair value net losses		39.5			24.7
Inventory market price adjustments		5.3			3.3
Goodwill impairment		246.7			-
Environmental costs, net of recoveries		(1.0	)		38.0
Distributions from investments in joint ventures		11.6			1.0
Equity earnings from investments in joint ventures		(11.6	)		(1.0	)
Deferred income taxes		(3.7	)		1.3
State income taxes		1.7			1.8
Allowance for equity used during construction		(40.3	)		(33.3	)
Asset impairment		12.3			-
Other		4.1			0.5
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		45.7			9.1
Due from General Partner and affiliates		(62.7	)		5.3
Accrued receivables		158.9			51.8
Inventory		(1.3	)		(75.7	)
Current and long-term other assets		(33.0	)		(16.5	)
Due to General Partner and affiliates		66.9			(6.0	)
Accounts payable and other		(56.6	)		(63.8	)
Environmental liabilities		(21.6	)		(62.9	)
Accrued purchases		(114.8	)		(3.2	)
Interest payable		1.2			1.4
Property and other taxes payable		(15.6	)		(1.6	)
Net cash provided by operating activities		646.9			359.6

Cash used in investing activities:
Additions to property, plant and equipment		(994.9	)		(1,309.0	)
Acquisitions		(85.0	)		-
Changes in restricted cash		78.6			36.1
Investments in joint ventures		(2.5	)		(28.1	)
Distributions from investments in joint ventures in excess of cumulative earnings		6.7			17.7
Other		0.8			(3.7	)
Net cash used in investing activities		(996.3	)		(1,287.0	)

Cash provided by financing activities:
Net proceeds from unit issuances		294.8			-
Distributions to partners		(403.8	)		(356.9	)
Repayments to General Partner		(306.0	)		(6.0	)
Net borrowings (repayments) under credit facility		(300.0	)		140.0
Net commercial paper borrowings		644.9			765.0
Contributions from noncontrolling interest		502.6			612.9
Distributions to noncontrolling interest		(171.2	)		(42.5	)
Net cash provided by financing activities		261.3			1,112.5

Net increase (decrease) in cash and cash equivalents		(88.1	)		185.1
Cash and cash equivalents at beginning of year		197.9			164.8
Cash and cash equivalents at end of period	$	109.8		$	349.9

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	June 30,			December 31,
	2015			2014
	(unaudited; in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	109.8		$	197.9
Restricted cash		34.4			97.0
Receivables, trade and other, net of allowance for doubtful accounts of $1.5 million and $1.8 million at June 30, 2015 and December 31, 2014, respectively		0.2			46.2
Due from General Partner and affiliates		104.1			41.4
Accrued receivables		101.4			260.3
Inventory		90.2			94.2
Other current assets		190.7			218.4
		630.8			955.4
Property, plant and equipment, net		16,541.3			15,692.7
Goodwill		-			246.7
Intangible assets, net		288.9			254.8
Other assets, net		552.2			597.3
	$	18,013.2		$	17,746.9
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Due to General Partner and affiliates	$	210.7		$	143.7
Accounts payable and other		769.5			777.7
Environmental liabilities		113.5			141.7
Accrued purchases		260.9			375.7
Interest payable		75.8			74.6
Property and other taxes payable		80.9			96.5
Note payable to General Partner		-			306.0
		1,511.3			1,915.9

Long-term debt		7,020.6			6,675.2
Due to General Partner and affiliates		193.3			148.3
Other long-term liabilities		274.1			278.1
		8,999.3			9,017.5

Commitments and contingencies
Partners’ capital:
Series 1 preferred units (48,000,000 authorized and issued at June 30, 2015 and December 31, 2014)		1,183.6			1,175.6
Class D units (66,100,000 authorized and issued at June 30, 2015 and December 31, 2014)		2,517.6			2,516.8
Class E units (18,114,975 authorized and issued at June 30, 2015)		778.3			-
Class A common units (262,208,428 and 254,208,428 authorized and issued at June 30, 2015 and December 31, 2014)		-			235.5
Class B common units (7,825,500 authorized and issued at June 30, 2015 and December 31, 2014)		-			-
i-units (70,404,588 and 68,305,187 authorized and issued at June 30, 2015 and December 31, 2014)		517.3			712.6
Incentive distribution units (1,000 authorized and issued at June 30, 2015 and December 31, 2014)		495.0			493.0
General Partner		185.7			198.3
Accumulated other comprehensive loss		(259.0	)		(211.4	)
Total Enbridge Energy Partners, L.P. partners’ capital		5,418.5			5,120.4
Noncontrolling interest		3,595.4			3,609.0
Total partners’ capital		9,013.9			8,729.4
	$	18,013.2		$	17,746.9

NET INCOME PER LIMITED PARTNER UNIT

We allocate our net income among our Series 1 Preferred Units, or Preferred Units, our General Partner interest and our limited partner units 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 Partner and our limited partners according to the distribution formula for available cash as set forth in our partnership agreement. We allocate our net income to our limited partners owning Class D units and Class E units equal to the distributions that they receive. We also allocate any earnings in excess of distributions to our General Partner and limited partners owning Class A and Class B common units and i-units 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 owning Class A and B common units and i-units based on their sharing of losses of 2% and 98%, respectively, as set forth in our 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 $0.5435	2%	98%
First Target Distribution	> $0.5435	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.

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 (1) 66.1 million units of a new class of limited partner interests designated as Class D units, and (2) 1,000 units of a new class of limited partner interests designated as Incentive Distribution Units, or IDUs. Prior to this transaction, and for the three and six months ended June 30, 2014, we allocated 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%

Alberta Clipper Drop Down

On January 2, 2015, we completed a transaction to acquire from our General Partner the remaining 66.7% interest in the U.S. portion of the Alberta Clipper Pipeline. The consideration consisted of issuance to the General Partner of 18,114,975 units of a new class of limited partner interests designated as Class E units. For more information, please refer to Note 9.Partners' Capital of our consolidated financial statements.

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

	For the three months						For the six months
	ended June 30,						ended June 30,
	2015			2014			2015			2014
	(in millions, except per unit amounts)
Net income (loss)	$	(60.5	)	$	112.5		$	157.3		$	268.2
Less Net income (loss) attributable to:
Noncontrolling interest		(10.0	)		(42.4	)		(61.3	)		(78.7	)
Series 1 preferred unit distributions		(22.5	)		(22.5	)		(45.0	)		(45.0	)
Accretion of discount on Series 1 preferred units		(4.1	)		(3.7	)		(8.0	)		(7.3	)
Net income (loss) attributable to general and limited partner
interests in Enbridge Energy Partners, L.P.		(97.1	)		43.9			43.0			137.2
Less distributions:
Incentive distributions		(5.1	)		(38.0	)		(8.5	)		(71.2	)
Distributed earnings attributed to our General Partner		(5.2	)		(4.5	)		(10.2	)		(8.1	)
Distributed earnings attributed to Class D and Class E units		(49.1	)		-			(97.1	)		-
Total distributed earnings to our General Partner, Class D and
Class E units and IDUs		(59.4	)		(42.5	)		(115.8	)		(79.3	)
Total distributed earnings attributed to our common units and
i-units		(198.5	)		(182.2	)		(392.0	)		(359.9	)
Total distributed earnings		(257.9	)		(224.7	)		(507.8	)		(439.2	)
Overdistributed earnings	$	(355.0	)	$	(180.8	)	$	(464.8	)	$	(302.0	)
Weighted average common units and i-units outstanding		339.9			327.6			336.3			327.0

Basic and diluted earnings per unit:
Distributed earnings per common unit and i-unit⁽¹⁾	$	0.58		$	0.56		$	1.17		$	1.10
Overdistributed earnings per common unit and i-unit⁽²⁾		(1.02	)		(0.54	)		(1.35	)		(0.91	)
Net income (loss) per common unit and i-unit (basic and diluted)⁽³⁾	$	(0.44	)	$	0.02		$	(0.18	)	$	0.19

(1)	Represents the total distributed earnings to common units and i-units divided by the weighted average number of common units and i-units 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 and six months ended June 30, 2015, 43,201,310 anti-dilutive Preferred units, 66,100,000 anti-dilutive Class D units and 18,114,975 anti-dilutive Class E units were excluded from the if-converted method of calculating diluted earnings per unit. For the three and six months 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 are 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.

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

	For the three months ended June 30, 2015
	Liquids			Natural Gas				Corporate⁽¹⁾			Total
	(in millions)
Operating Revenues:
Commodity Sales	$	-		$	731.1			$	-		$	731.1
Transportation and other services		533.0			49.0				-			582.0
		533.0			780.1		⁽²⁾		-			1,313.1
Commodity costs		-			670.6				-			670.6
Environmental costs, net of recoveries		(0.8	)		-				-			(0.8	)
Operating and administrative		116.3			87.3				3.6			207.2
Power		57.2			-				-			57.2
Goodwill Impairment		-			246.7				-			246.7
Asset impairment		-			12.3				-			12.3
Depreciation and amortization		88.7			40.8				-			129.5
		261.4			1,057.7				3.6			1,322.7
Operating income (loss)		271.6			(277.6	)			(3.6	)		(9.6	)
Interest expense, net		-			-				78.0			78.0
Allowance for equity used during construction		-			-				17.3			17.3
Other income		-			5.9		⁽³⁾		0.1			6.0

Income (loss) before income tax benefit		271.6			(271.7	)			(64.2	)		(64.3	)
Income tax benefit		-			-				(3.8	)		(3.8	)

Net income (loss)		271.6			(271.7	)			(60.4	)		(60.5	)
Less: Net income attributable to:
Noncontrolling interest		-			-				10.0			10.0
Series 1 preferred unit distributions		-			-				22.5			22.5
Accretion of discount on Series 1 preferred units		-			-				4.1			4.1
Net income (loss) attributable to general and limited partner
ownership interests in Enbridge Energy Partners, L.P.	$	271.6		$	(271.7	)		$	(97.0	)	$	(97.1	)

(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)	There were no intersegment revenues for the three months ended June 30, 2015.
(3)	Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system.

	For the three months ended June 30, 2014
	Liquids		Natural Gas				Corporate⁽¹⁾			Total
	(in millions)
Operating revenues:
Commodity sales	$	-	$	1,342.4			$	-		$	1,342.4
Transportation and other services		474.3		54.4				-			528.7
		474.3		1,396.8				-			1,871.1
Commodity costs		-		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		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)		-		2.3		⁽²⁾		(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 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.

	As of and for the six months ended June 30, 2015
	Liquids		Natural Gas				Corporate⁽¹⁾			Total
	(in millions)
Operating revenues:⁽²⁾
Commodity sales	$	-	$	1,553.8			$	-		$	1,553.8
Transportation and other services		1,088.1		99.8				-			1,187.9
		1,088.1		1,653.6				-			2,741.7
Commodity costs		-		1,449.7				-			1,449.7
Environmental costs, net of recoveries		-		-				-			-
Operating and administrative		246.7		170.0				7.6			424.3
Power		120.8		-				-			120.8
Goodwill impairment		-		246.7				-			246.7
Asset impairment		-		12.3				-			12.3
Depreciation and amortization		178.8		79.1				-			257.9
		546.3		1,957.8				7.6			2,511.7
Operating income (loss)		541.8		(304.2	)			(7.6	)		230.0
Interest expense, net		-		-				126.3			126.3
Allowance for equity used during construction		-		-				40.3			40.3
Other income		-		11.6		⁽³⁾		0.3			11.9
Income (loss) before income tax benefit		541.8		(292.6	)			(93.3	)		155.9
Income tax benefit		-		-				(1.4	)		(1.4	)
Net income (loss)		541.8		(292.6	)			(91.9	)		157.3
Less: Net income attributable to:
Noncontrolling interest		-		-				61.3			61.3
Series 1 preferred unit distributions		-		-				45.0			45.0
Accretion of discount on Series 1 preferred units		-		-				8.0			8.0
Net income (loss) attributable to general and limited partner
ownership interests in Enbridge Energy Partners, L.P.	$	541.8	$	(292.6	)		$	(206.2	)	$	43.0
Total assets	$	12,564.1	$	5,256.5		⁽⁴⁾	$	192.6		$	18,013.2
Capital expenditures (excluding acquisitions)	$	909.0	$	104.6			$	13.9		$	1,027.5

(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)	There were no intersegment revenues for the six months ended June 30, 2015.
(3)	Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system.
(4)	Total assets for our Natural Gas segment include $376.2 million for our equity investment in the Texas Express NGL system.

	As of and for the six months ended June 30, 2014
	Liquids		Natural Gas			Corporate⁽¹⁾			Total
	(in millions)
Operating revenues:
Commodity sales	$	-	$	2,941.9		$	-		$	2,941.9
Transportation and other services		907.0		101.8			-			1,008.8
		907.0		3,043.7			-			3,950.7
Commodity costs		-		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		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	⁽²⁾		(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	⁽³⁾	$	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)	Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system.
(3)	Total assets for our Natural Gas segment include $381.6 million for our equity investment in the Texas Express NGL system.

Enbridge Energy Partners 8-KEnbridge Energy Partners, L.P. Declares Distribution Increase and Reports Earnings for Second Quarter 2015