Exhibit 99.2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
| | | | | | | | | | | | | |
| | For the three months ended June 30, | | For the six months ended June 30, |
| | 2009 | | 2008 | | 2009 | | | 2008 |
| | (unaudited; in millions, except per share amounts) |
| | | | |
Operating revenue | | $ | 1,310.2 | | $ | 2,932.2 | | $ | 2,769.9 | | | $ | 5,367.5 |
| | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | |
Cost of natural gas | | | 895.0 | | | 2,614.3 | | | 1,997.1 | | | | 4,713.1 |
Operating and administrative | | | 138.1 | | | 121.8 | | | 275.8 | | | | 238.5 |
Power | | | 29.8 | | | 31.3 | | | 63.2 | | | | 69.6 |
Depreciation and amortization | | | 70.1 | | | 55.3 | | | 134.2 | | | | 104.5 |
| | | | | | | | | | | | | |
| | | 1,133.0 | | | 2,822.7 | | | 2,470.3 | | | | 5,125.7 |
| | | | | | | | | | | | | |
Operating income | | | 177.2 | | | 109.5 | | | 299.6 | | | | 241.8 |
Interest expense | | | 57.9 | | | 51.4 | | | 109.2 | | | | 79.0 |
Other income (expense) | | | 0.3 | | | 2.5 | | | (0.2 | ) | | | 2.2 |
| | | | | | | | | | | | | |
Income from continuing operations before income tax expense | | | 119.6 | | | 60.6 | | | 190.2 | | | | 165.0 |
Income tax expense | | | 2.1 | | | 1.8 | | | 4.1 | | | | 3.1 |
| | | | | | | | | | | | | |
Net income | | $ | 117.5 | | $ | 58.8 | | $ | 186.1 | | | $ | 161.9 |
| | | | | | | | | | | | | |
Net income allocable to limited partner units | | $ | 102.9 | | $ | 47.4 | | $ | 157.9 | | | $ | 139.5 |
| | | | | | | | | | | | | |
Net income per limited partner unit (basic and diluted) | | $ | 0.88 | | $ | 0.49 | | $ | 1.37 | | | $ | 1.48 |
| | | | | | | | | | | | | |
Weighted average limited partner units outstanding | | | 116.1 | | | 96.3 | | | 115.6 | | | | 94.4 |
| | | | | | | | | | | | | |
Page 1
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | |
| | For the six months ended June 30, | |
| | 2009 | | | 2008 | |
| | (unaudited; in millions) | |
Cash provided by operating activities | | | | | | | | |
Net income | | $ | 186.1 | | | $ | 161.9 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 134.2 | | | | 104.5 | |
Derivative fair value losses | | | — | | | | 30.1 | |
Inventory market price adjustments | | | 3.4 | | | | — | |
Other | | | 14.0 | | | | 10.9 | |
Changes in operating assets and liabilities, net of acquisitions: | | | | | | | | |
Receivables, trade and other | | | (22.1 | ) | | | (14.9 | ) |
Due from General Partner and affiliates | | | 21.5 | | | | (6.3 | ) |
Accrued receivables | | | 122.5 | | | | (265.3 | ) |
Inventory | | | (7.6 | ) | | | (21.3 | ) |
Current and long term other assets | | | (29.6 | ) | | | (2.8 | ) |
Due to General Partner and affiliates | | | 0.1 | | | | 18.9 | |
Accounts payable and other | | | (25.5 | ) | | | 2.8 | |
Accrued purchases | | | (54.1 | ) | | | 258.7 | |
Interest payable | | | 20.7 | | | | 13.8 | |
Property and other taxes payable | | | (3.5 | ) | | | 4.8 | |
Settlement of interest rate derivatives | | | (0.7 | ) | | | (22.1 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 359.4 | | | | 273.7 | |
| | | | | | | | |
Cash used in investing activities | | | | | | | | |
Additions to property, plant and equipment | | | (543.9 | ) | | | (672.1 | ) |
Changes in construction payables | | | (33.3 | ) | | | (40.8 | ) |
Changes in restricted cash | | | 0.1 | | | | — | |
Other | | | (0.2 | ) | | | (5.4 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (577.3 | ) | | | (718.3 | ) |
| | | | | | | | |
Cash provided by financing activities | | | | | | | | |
Net proceeds from unit issuances | | | — | | | | 221.8 | |
Distributions to partners | | | (186.5 | ) | | | (137.0 | ) |
Repayments of long-term debt | | | (175.0 | ) | | | — | |
Net proceeds from issuances of long-term debt | | | — | | | | 790.2 | |
Net borrowings (repayments) under Credit Facility | | | 376.2 | | | | (150.0 | ) |
Net commercial paper repayments | | | — | | | | (168.6 | ) |
Other | | | (4.0 | ) | | | — | |
| | | | | | | | |
Net cash provided by financing activities | | | 10.7 | | | | 556.4 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (207.2 | ) | | | 111.8 | |
Cash and cash equivalents at beginning of year | | | 339.9 | | | | 50.5 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 132.7 | | | $ | 162.3 | |
| | | | | | | | |
Page 2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | | | | | | |
| | June 30, 2009 | | | December 31, 2008 |
| | (unaudited; dollars in millions) |
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 132.7 | | | $ | 339.9 |
Restricted cash | | | — | | | | 0.1 |
Receivables, trade and other, net of allowance for doubtful accounts of $2.0 in 2009 and $2.6 in 2008 | | | 125.1 | | | | 103.0 |
Due from General Partner and affiliates | | | 19.0 | | | | 40.5 |
Accrued receivables | | | 384.4 | | | | 507.3 |
Inventory | | | 57.2 | | | | 53.0 |
Other current assets | | | 44.9 | | | | 80.7 |
| | | | | | | |
| | | 763.3 | | | | 1,124.5 |
Property, plant and equipment, net | | | 7,293.4 | | | | 6,722.9 |
Goodwill | | | 256.5 | | | | 256.5 |
Intangibles, net | | | 86.8 | | | | 88.7 |
Other assets, net | | | 76.0 | | | | 108.3 |
| | | | | | | |
| | $ | 8,476.0 | | | $ | 8,300.9 |
| | | | | | | |
LIABILITIES AND PARTNERS’ CAPITAL | | | | | | | |
Current liabilities | | | | | | | |
Due to General Partner and affiliates | | $ | 48.3 | | | $ | 42.2 |
Accounts payable and other | | | 147.8 | | | | 225.3 |
Accrued purchases | | | 327.0 | | | | 381.2 |
Interest payable | | | 54.7 | | | | 34.0 |
Property and other taxes payable | | | 29.3 | | | | 32.8 |
Current maturities of long-term debt | | | 251.4 | | | | 420.7 |
| | | | | | | |
| | | 858.5 | | | | 1,136.2 |
Long-term debt | | | 3,599.9 | | | | 3,223.4 |
Notes payable to affiliate | | | 130.0 | | | | 130.0 |
Other long-term liabilities | | | 72.0 | | | | 84.4 |
| | | | | | | |
| | | 4,660.4 | | | | 4,574.0 |
| | | | | | | |
Commitments and contingencies | | | | | | | |
Partners’ capital | | | | | | | |
Class A common units (76,088,834 at June 30, 2009 and December 31, 2008, respectively) | | | 2,056.2 | | | | 2,104.0 |
Class B common units (3,912,750 at June 30, 2009 and December 31, 2008) | | | 82.8 | | | | 85.0 |
Class C units (20,875,333 and 19,688,968 at June 30, 2009 and December 31, 2008, respectively) | | | 914.6 | | | | 886.5 |
i-units (15,684,406 and 14,763,055 at June 30, 2009 and December 31, 2008, respectively) | | | 574.8 | | | | 553.8 |
General Partner | | | 250.6 | | | | 84.7 |
Accumulated other comprehensive income (loss) | | | (63.4 | ) | | | 12.9 |
| | | | | | | |
| | | 3,815.6 | | | | 3,726.9 |
| | | | | | | |
| | $ | 8,476.0 | | | $ | 8,300.9 |
| | | | | | | |
Page 3
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER UNIT
We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative guidance. Under the two-class method, we allocate our net income, including any incentive distribution rights, or IDRs, embedded in the general partner interest, to our general partner, Enbridge Energy Company, Inc. 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 based on their sharing of losses of 2% and 98%, respectively, as set forth in our partnership agreement. The formula for distributing available cash as set forth in our partnership agreement is as follows:
| | | | | | |
Distribution Targets | | Portion of Quarterly Distribution Per Unit | | Percentage Distributed to General Partner | | Percentage Distributed to Limited partners |
Minimum Quarterly | | Up to $0.59 | | 2% | | 98% |
First Target Distribution | | >$0.59 to $0.70 | | 15% | | 85% |
Second Target Distribution | | >$0.70 to $0.99 | | 25% | | 75% |
Over Second Target Distribution | | In excess of $0.99 | | 50% | | 50% |
We determined net income per limited partner unit as follows:
| | | | | | | | | | | | | | | | |
| | For the three months ended June 30, | | | For the six months ended June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | (unaudited; in millions, except per share amounts) | |
Net income. | | $ | 117.5 | | | $ | 58.8 | | | $ | 186.1 | | | $ | 161.9 | |
| | | | | | | | | | | | | | | | |
Less distributions paid: | | | | | | | | | | | | | | | | |
Incentive distributions to General Partner | | | (12.6 | ) | | | (10.4 | ) | | | (25.1 | ) | | | (19.5 | ) |
Distributed earnings allocated to General Partner (2%) | | | (2.3 | ) | | | (2.0 | ) | | | (4.6 | ) | | | (3.9 | ) |
| | | | | | | | | | | | | | | | |
Total distributed earnings to General Partner | | | (14.9 | ) | | | (12.4 | ) | | | (29.7 | ) | | | (23.4 | ) |
Total distributed earnings to limited partners (98%) | | | (115.4 | ) | | | (95.6 | ) | | | (229.8 | ) | | | (186.8 | ) |
| | | | | | | | | | | | | | | | |
Total distributed earnings | | | (130.3 | ) | | | (108.0 | ) | | | (259.5 | ) | | | (210.2 | ) |
| | | | | | | | | | | | | | | | |
Distributions in excess of earnings | | $ | (12.8 | ) | | $ | (49.2 | ) | | $ | (73.4 | ) | | $ | (48.3 | ) |
| | | | | | | | �� | | | | | | | | |
Weighted average limited partner units outstanding | | | 116.1 | | | | 96.3 | | | | 115.6 | | | | 94.4 | |
| | | | | | | | | | | | | | | | |
Limited partner interests | | | | | | | | | | | | | | | | |
Basic and diluted earnings per unit: | | | | | | | | | | | | | | | | |
Distributed earnings per limited partner unit | | $ | 0.99 | (1) | | $ | 0.99 | (1) | | $ | 1.99 | (1) | | $ | 1.98 | (1) |
Distributions in excess of earnings per limited partner unit | | | (0.11 | )(2) | | | (0.50 | )(2) | | | (0.62 | )(2) | | | (0.50 | )(2) |
| | | | | | | | | | | | | | | | |
Net income per limited partner unit (basic and diluted) | | $ | 0.88 | | | $ | 0.49 | | | $ | 1.37 | | | $ | 1.48 | |
| | | | | | | | | | | | | | | | |
(1) | Represents the total distributed earnings to limited partners divided by the weighted average number of limited partner interests outstanding for the period. |
(2) | Represents the limited partners’ share (98%) of distributions in excess of earnings divided by the weighted average number of limited partner interests outstanding for the period. |
Page 4
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 June 30, 2009 |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | | Total |
| | (in millions) |
Total revenue | | $ | 228.4 | | $ | 889.4 | | $ | 503.9 | | $ | — | | | $ | 1,621.7 |
Less: Intersegment revenue | | | — | | | 306.5 | | | 5.0 | | | — | | | | 311.5 |
| | | | | | | | | | | | | | | | |
Operating revenue | | | 228.4 | | | 582.9 | | | 498.9 | | | — | | | | 1,310.2 |
Cost of natural gas | | | — | | | 421.9 | | | 473.1 | | | — | | | | 895.0 |
Operating and administrative | | | 59.2 | | | 76.0 | | | 1.7 | | | 1.2 | | | | 138.1 |
Power | | | 29.8 | | | — | | | — | | | — | | | | 29.8 |
Depreciation and amortization | | | 34.6 | | | 35.1 | | | 0.4 | | | — | | | | 70.1 |
| | | | | | | | | | | | | | | | |
Operating income | | | 104.8 | | | 49.9 | | | 23.7 | | | (1.2 | ) | | | 177.2 |
Interest expense | | | — | | | — | | | — | | | 57.9 | | | | 57.9 |
Other income | | | — | | | — | | | — | | | 0.3 | | | | 0.3 |
| | | | | | | | | | | �� | | | | | |
Income before income tax expense | | | 104.8 | | | 49.9 | | | 23.7 | | | (58.8 | ) | | | 119.6 |
Income tax expense | | | — | | | — | | | — | | | 2.1 | | | | 2.1 |
| | | | | | | | | | | | | | | | |
Net income | | $ | 104.8 | | $ | 49.9 | | $ | 23.7 | | $ | (60.9 | ) | | $ | 117.5 |
| | | | | | | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | $ | 295.8 | | $ | 30.4 | | $ | — | | $ | 4.8 | | | $ | 331.0 |
| | | | | | | | | | | | | | | | |
(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 June 30, 2008 |
| | Liquids | | Natural Gas | | Marketing | | | Corporate(1) | | | Total |
| | (in millions) |
Total revenue | | $ | 189.2 | | $ | 2,280.7 | | $ | 1,474.2 | | | $ | — | | | $ | 3,944.1 |
Less: Intersegment revenue | | | 0.2 | | | 944.3 | | | 67.4 | | | | — | | | | 1,011.9 |
| | | | | | | | | | | | | | | | | |
Operating revenue | | | 189.0 | | | 1,336.4 | | | 1,406.8 | | | | — | | | | 2,932.2 |
Cost of natural gas | | | — | | | 1,192.6 | | | 1,421.7 | | | | — | | | | 2,614.3 |
Operating and administrative | | | 41.3 | | | 77.1 | | | 2.3 | | | | 1.1 | | | | 121.8 |
Power | | | 31.3 | | | — | | | — | | | | — | | | | 31.3 |
Depreciation and amortization | | | 26.7 | | | 28.2 | | | 0.4 | | | | — | | | | 55.3 |
| | | | | | | | | | | | | | | | | |
Operating income | | | 89.7 | | | 38.5 | | | (17.6 | ) | | | (1.1 | ) | | | 109.5 |
Interest expense | | | — | | | — | | | — | | | | 51.4 | | | | 51.4 |
Other income | | | — | | | — | | | — | | | | 2.5 | | | | 2.5 |
| | | | | | | | | | | | | | | | | |
Income before income tax expense | | | 89.7 | | | 38.5 | | | (17.6 | ) | | | (50.0 | ) | | | 60.6 |
Income tax expense | | | — | | | — | | | — | | | | 1.8 | | | | 1.8 |
| | | | | | | | | | | | | | | | | |
Net income | | $ | 89.7 | | $ | 38.5 | | $ | (17.6 | ) | | $ | (51.8 | ) | | $ | 58.8 |
| | | | | | | | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | $ | 204.9 | | $ | 90.4 | | $ | — | | | $ | 3.3 | | | $ | 298.6 |
| | | | | | | | | | | | | | | | | |
(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. |
Page 5
| | | | | | | | | | | | | | | | |
| | As of and for the six months ended June 30, 2009 |
| | Liquids | | Natural Gas | | Marketing | | Corporate(1) | | | Total |
| | (in millions) |
Total revenue | | $ | 448.1 | | $ | 1,883.8 | | $ | 1,153.2 | | $ | — | | | $ | 3,485.1 |
Less: Intersegment revenue | | | 0.3 | | | 698.8 | | | 16.1 | | | — | | | | 715.2 |
| | | | | | | | | | | | | | | | |
Operating revenue | | | 447.8 | | | 1,185.0 | | | 1,137.1 | | | — | | | | 2,769.9 |
Cost of natural gas | | | — | | | 891.9 | | | 1,105.2 | | | — | | | | 1,997.1 |
Operating and administrative | | | 113.6 | | | 156.6 | | | 3.5 | | | 2.1 | | | | 275.8 |
Power | | | 63.2 | | | — | | | — | | | — | | | | 63.2 |
Depreciation and amortization | | | 64.0 | | | 69.4 | | | 0.8 | | | — | | | | 134.2 |
| | | | | | | | | | | | | | | | |
Operating income | | | 207.0 | | | 67.1 | | | 27.6 | | | (2.1 | ) | | | 299.6 |
Interest expense | | | — | | | — | | | — | | | 109.2 | | | | 109.2 |
Other expense | | | — | | | — | | | — | | | 0.2 | | | | 0.2 |
| | | | | | | | | | | | | | | | |
Income before income tax expense | | | 207.0 | | | 67.1 | | | 27.6 | | | (111.5 | ) | | | 190.2 |
Income tax expense | | | — | | | — | | | — | | | 4.1 | | | | 4.1 |
| | | | | | | | | | | | | | | | |
Net income | | $ | 207.0 | | $ | 67.1 | | $ | 27.6 | | $ | (115.6 | ) | | $ | 186.1 |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 4,512.1 | | $ | 3,527.8 | | $ | 207.2 | | $ | 228.9 | | | $ | 8,476.0 |
| | | | | | | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | $ | 458.3 | | $ | 77.4 | | $ | — | | $ | 8.2 | | | $ | 543.9 |
| | | | | | | | | | | | | | | | |
(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. |
| | | | | | | | | | | | | | | | | |
| | As of and for the six months ended June 30, 2008 |
| | Liquids | | Natural Gas | | Marketing | | | Corporate(1) | | | Total |
| | (in millions) |
Total revenue | | $ | 346.2 | | $ | 4,154.8 | | $ | 2,673.0 | | | $ | — | | | $ | 7,174.0 |
Less: Intersegment revenue | | | 0.2 | | | 1,654.4 | | | 151.9 | | | | — | | | | 1,806.5 |
| | | | | | | | | | | | | | | | | |
Operating revenue | | | 346.0 | | | 2,500.4 | | | 2,521.1 | | | | — | | | | 5,367.5 |
Cost of natural gas | | | — | | | 2,180.4 | | | 2,532.7 | | | | — | | | | 4,713.1 |
Operating and administrative | | | 78.8 | | | 152.0 | | | 4.6 | | | | 3.1 | | | | 238.5 |
Power | | | 69.6 | | | — | | | — | | | | — | | | | 69.6 |
Depreciation and amortization | | | 46.3 | | | 57.3 | | | 0.9 | | | | — | | | | 104.5 |
| | | | | | | | | | | | | | | | | |
Operating income | | | 151.3 | | | 110.7 | | | (17.1 | ) | | | (3.1 | ) | | | 241.8 |
Interest expense | | | — | | | — | | | — | | | | 79.0 | | | | 79.0 |
Other income | | | — | | | — | | | — | | | | 2.2 | | | | 2.2 |
| | | | | | | | | | | | | | | | | |
Income before income tax expense | | | 151.3 | | | 110.7 | | | (17.1 | ) | | | (79.9 | ) | | | 165.0 |
Income tax expense | | | — | | | — | | | — | | | | 3.1 | | | | 3.1 |
| | | | | | | | | | | | | | | | | |
Net income | | $ | 151.3 | | $ | 110.7 | | $ | (17.1 | ) | | $ | (83.0 | ) | | $ | 161.9 |
| | | | | | | | | | | | | | | | | |
Total assets | | $ | 3,460.5 | | $ | 3,652.4 | | $ | 549.5 | | | $ | 224.7 | | | $ | 7,887.1 |
| | | | | | | | | | | | | | | | | |
Capital expenditures (excluding acquisitions) | | $ | 501.7 | | $ | 163.9 | | $ | — | | | $ | 6.5 | | | $ | 672.1 |
| | | | | | | | | | | | | | | | | |
(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. |
Page 6