Enbridge Energy Partners 8-K Enbridge Energy Partners declares distribution and reports earnings for third quarter 2010

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,
	2010			2009			2010			2009
	(unaudited; in millions, except per unit amounts)
Operating revenue	$	1,889.3		$	1,363.7		$	5,567.9		$	4,104.2
Operating expenses
Cost of natural gas		1,455.6			943.2			4,250.2			2,929.3
Environmental costs		477.6			—			482.1			2.0
Operating and administrative		142.1			133.6			409.9			397.0
Power		36.7			33.7			105.5			96.9
Depreciation and amortization		79.7			65.2			225.2			191.7
Impairment charge		10.3			—			10.3			—
		2,202.0			1,175.7			5,483.2			3,616.9
Operating income (loss)		(312.7	)		188.0			84.7			487.3
Interest expense		70.1			60.7			199.0			169.9
Other income (expense)		(0.6	)		2.8			16.1			2.5
Income (loss) from continuing operations before income tax expense		(383.4	)		130.1			(98.2	)		319.9
Income tax expense		2.9			2.7			7.5			6.8
Income (loss) from continuing operations		(386.3	)		127.4			(105.7	)		313.1
Loss from discontinued operations, net of tax		—			(67.9	)		—			(67.5	)
Net income (loss)		(386.3	)		59.5			(105.7	)		245.6
Less: Net income attributable to noncontrolling interest		20.1			2.3			45.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(406.4	)	$	57.2		$	(151.0	)	$	243.3
Net income (loss) allocable to limited partner interests
Income (loss) from continuing operations	$	(415.2	)	$	110.1		$	(195.7	)	$	267.6
Loss from discontinued operations		—			(66.5	)		—			(66.2	)
Net income (loss) allocable to limited partner interests	$	(415.2	)	$	43.6		$	(195.7	)	$	201.4
Basic and diluted earnings per limited partner unit
Income (loss) from continuing operations	$	(3.49	)	$	0.94		$	(1.65	)	$	2.30
Loss from discontinued operations		—			(0.57	)		—			(0.57	)
Net income (loss) per limited partner unit (basic and diluted)	$	(3.49	)	$	0.37		$	(1.65	)	$	1.73
Weighted average limited partner units outstanding		119.0			117.0			118.4			116.0

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ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine month period ended September 30,
	2010			2009
	(unaudited; in millions)
Cash provided by operating activities
Net income (loss)	$	(105.7	)	$	245.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		225.2			203.3
Derivative fair value gains		(10.7	)		(7.3	)
Inventory market price adjustments		3.6			3.6
Impairment charge		10.3			66.1
Reserve for environmental obligations		481.5			2.9
Other		2.2			11.4
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		7.4			(40.8	)
Due from General Partner and affiliates		(2.5	)		11.7
Accrued receivables		(31.4	)		189.0
Inventory		(82.5	)		(31.3	)
Current and long-term other assets		(5.1	)		(42.3	)
Due to General Partner and affiliates		14.6			21.8
Accounts payable and other		23.2			(8.8	)
Environmental liabilities		(147.3	)		(1.4	)
Accrued purchases		(9.2	)		(89.5	)
Interest payable		32.8			42.7
Property and other taxes payable		8.4			6.9
Settlement of interest rate derivatives		(3.0	)		(0.7	)
Net cash provided by operating activities		411.8			582.9
Cash used in investing activities
Additions to property, plant and equipment		(529.1	)		(813.3	)
Changes in construction payables		(5.9	)		(77.0	)
Acquisitions		(703.1	)		—
Other		(3.3	)		(0.1	)
Net cash used in investing activities		(1,241.4	)		(890.4	)
Cash provided by financing activities
Net proceeds from unit issuances		52.2			—
Distributions to partners		(356.8	)		(279.9	)
Repayments of long-term debt		—			(389.7	)
Repayment of loan from General Partner		(330.7	)		—
Net proceeds from issuances of long-term debt		890.5			—
Net borrowings (repayments) under Credit Facility		(438.0	)		463.2
Net commercial paper borrowings		594.8			—
Borrowings from General Partner		403.7			166.1
Contribution from noncontrolling interest		96.6			203.0
Distributions to noncontrolling interest		(17.2	)		—
Other		(2.5	)		(4.0	)
Net cash provided by financing activities		892.6			158.7
Net increase (decrease) in cash and cash equivalents		63.0			(148.8	)
Cash and cash equivalents at beginning of year		143.6			339.9
Cash and cash equivalents at end of period	$	206.6		$	191.1

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ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	September 30,			December 31,
	2010			2009
	(unaudited; dollars in millions)
ASSETS
Current assets
Cash and cash equivalents	$	206.6		$	143.6
Receivables, trade and other, net of allowance for doubtful accounts of $2.0 in 2010 and $6.8 in 2009		147.8			148.5
Due from General Partner and affiliates		20.5			18.0
Accrued receivables		483.9			440.4
Inventory		149.7			71.9
Other current assets		41.4			47.5
		1,049.9			869.9
Property, plant and equipment, net		8,532.7			7,716.7
Goodwill		246.7			246.7
Intangibles, net		274.9			82.9
Other assets, net		58.0			72.1
	$	10,162.2		$	8,988.3
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Due to General Partner and affiliates	$	60.8		$	46.2
Accounts payable and other		198.9			198.1
Environmental liabilities		319.5			7.3
Accrued purchases		426.1			428.6
Interest payable		78.1			45.3
Property and other taxes payable		48.8			38.8
Loan from General Partner		11.4			269.7
Current maturities of long-term debt		31.0			31.0
		1,174.6			1,065.0
Long-term debt		4,846.8			3,791.2
Note payable to General Partner		331.3			—
Other long-term liabilities		169.2			62.2
		6,521.9			4,918.4
Commitments and contingencies
Partners’ capital
Class A common units (98,417,438 at September 30, 2010 and 97,443,352 at December 31, 2009)		2,476.3			2,884.9
Class B common units (3,912,750 at September 30, 2010 and December 31, 2009)		61.8			78.6
i-units (17,339,359 at September 30, 2010 and 16,388,867 at December 31, 2009)		562.0			588.8
General Partner		251.4			251.1
Accumulated other comprehensive income		(177.0	)		(74.6	)
Total Enbridge Energy Partners, L.P. partners’ capital		3,174.5			3,728.8
Noncontrolling interest		465.8			341.1
Total partners’ capital		3,640.3			4,069.9
	$	10,162.2		$	8,988.3

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NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST

We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting 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 Distribution	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 month period ended September 30,						For the nine month period ended September 30,
	2010			2009			2010			2009
	(unaudited; in millions, except per unit amounts)
Net income (loss)	$	(386.3	)	$	59.5		$	(105.7	)	$	245.6
Less: Net income attributable to noncontrolling interest		20.1			2.3			45.3			2.3
Net income (loss) attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		(406.4	)		57.2			(151.0	)		243.3
Less: Loss from discontinued operations		—			(67.9	)		—			(67.5	)
Net income (loss) from continuing operations attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		(406.4	)		125.1			(151.0	)		310.8
Less distributions paid:
Incentive distributions to our general partner		(17.3	)		(12.6	)		(48.7	)		(37.7	)
Distributed earnings allocated to our general partner (2%)		(2.5	)		(2.5	)		(7.4	)		(7.1	)
Total distributed earnings to our general partner		(19.8	)		(15.1	)		(56.1	)		(44.8	)
Total distributed earnings to our limited partners (98%)		(123.2	)		(116.2	)		(363.5	)		(346.0	)
Total distributed earnings		(143.0	)		(131.3	)		(419.6	)		(390.8	)
Overdistributed earnings	$	(549.4	)	$	(6.2	)	$	(570.6	)	$	(80.0	)
Weighted average limited partner units outstanding		119.0			117.0			118.4			116.0
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit(1)	$	1.04		$	0.99		$	3.07		$	2.98
Overdistributed earnings per limited partner unit(2)		(4.53	)		(0.05	)		(4.72	)		(0.68	)
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit		(3.49	)		0.94			(1.65	)		2.30
Loss from discontinued operations attributable to our limited partner interests per limited partner unit		—			(0.57	)		—			(0.57	)
Net income (loss) per limited partner unit (basic and diluted)	$	(3.49	)	$	0.37		$	(1.65	)	$	1.73

⁽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 and underdistributed earnings allocated to the limited partners based on the distribution waterfall that is outlined in our partnership agreement.

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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: Liquids, Natural Gas, and Marketing.

The following tables present financial information about our business segments and corporate activities:

	For the three month period ended September 30, 2010
	Liquids			Natural Gas		Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	301.4		$	1,385.6	$	599.7	$	—		$	2,286.7
Less: Intersegment revenue		0.3			388.7		8.4		—			397.4
Operating revenue		301.1			996.9		591.3		—			1,889.3
Cost of natural gas		—			869.1		586.5		—			1,455.6
Environmental costs		477.6			—		—		—			477.6
Operating and administrative		59.4			78.3		2.3		2.1			142.1
Power		36.7			—		—		—			36.7
Depreciation and amortization		48.0			31.6		0.1		—			79.7
Impairment charge		10.3			—		—		—			10.3
Operating income (loss)		(330.9	)		17.9		2.4		(2.1	)		(312.7	)
Interest expense		—			—		—		70.1			70.1
Other expense		—			—		—		0.6			0.6
Income (loss) from continuing operations before income tax expense		(330.9	)		17.9		2.4		(72.8	)		(383.4	)
Income tax expense		—			—		—		2.9			2.9
Net income (loss)		(330.9	)		17.9		2.4		(75.7	)		(386.3	)
Less: Net income attributable to the noncontrolling interest		—			—		—		20.1			20.1
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(330.9	)	$	17.9	$	2.4	$	(95.8	)	$	(406.4	)

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

	For the three month period ended September 30, 2009
	Liquids		Natural Gas			Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	262.1	$	939.8		$	466.3	$	—		$	1,668.2
Less: Intersegment revenue		—		301.4			3.1		—			304.5
Operating revenue		262.1		638.4			463.2		—			1,363.7
Cost of natural gas		—		491.4			451.8		—			943.2
Operating and administrative		61.2		69.7			1.8		0.9			133.6
Power		33.7		—			—		—			33.7
Depreciation and amortization		34.5		30.3			0.4		—			65.2
Operating income		132.7		47.0			9.2		(0.9	)		188.0
Interest expense		—		—			—		60.7			60.7
Other income		—		—			—		2.8			2.8
Income from continuing operations before income tax expense		132.7		47.0			9.2		(58.8	)		130.1
Income tax expense		—		—			—		2.7			2.7
Income from continuing operations		132.7		47.0			9.2		(61.5	)		127.4
Loss from discontinued operations		—		(67.9	)		—		—			(67.9	)
Net income (loss)		132.7		(20.9	)		9.2		(61.5	)		59.5
Less: Net income attributable to the noncontrolling interest		—		—			—		2.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	132.7	$	(20.9	)	$	9.2	$	(63.8	)	$	57.2

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

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	As of and for the nine month period ended September 30, 2010
	Liquids			Natural Gas		Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	883.6		$	4,022.8	$	1,842.5	$	—		$	6,748.9
Less: Intersegment revenue		0.9			1,152.6		27.5		—			1,181.0
Operating revenue		882.7			2,870.2		1,815.0		—			5,567.9
Cost of natural gas		—			2,447.7		1,802.5		—			4,250.2
Environmental costs		482.1			—		—		—			482.1
Operating and administrative		183.8			215.8		7.0		3.3			409.9
Power		105.5			—		—		—			105.5
Depreciation and amortization		131.7			93.3		0.2		—			225.2
Impairment charge		10.3			—		—		—			10.3
Operating income (loss)		(30.7	)		113.4		5.3		(3.3	)		84.7
Interest expense		—			—		—		199.0			199.0
Other income		—			—		—		16.1			16.1
Income (loss) from continuing operations before income tax expense		(30.7	)		113.4		5.3		(186.2	)		(98.2	)
Income tax expense		—			—		—		7.5			7.5
Net income (loss)		(30.7	)		113.4		5.3		(193.7	)		(105.7	)
Less: Net income attributable to the noncontrolling interest		—			—		—		45.3			45.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	(30.7	)	$	113.4	$	5.3	$	(239.0	)	$	(151.0	)
Total assets	$	5,399.9		$	4,308.3	$	205.0	$	249.0		$	10,162.2
Capital expenditures (excluding acquisitions)	$	317.2		$	206.2	$	—	$	5.7		$	529.1

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

	As of and for the nine month period ended September 30, 2009
	Liquids		Natural Gas			Marketing		Corporate(1)			Total
	(unaudited; in millions)
Total revenue	$	710.2	$	2,793.5		$	1,619.5	$	—		$	5,123.2
Less: Intersegment revenue		0.3		1,000.2			18.5		—			1,019.0
Operating revenue		709.9		1,793.3			1,601.0		—			4,104.2
Cost of natural gas		—		1,372.3			1,557.0		—			2,929.3
Environmental costs		0.9		1.1			—		—			2.0
Operating and administrative		173.9		214.8			5.3		3.0			397.0
Power		96.9		—			—		—			96.9
Depreciation and amortization		98.5		92.0			1.2		—			191.7
Operating income		339.7		113.1			37.5		(3.0	)		487.3
Interest expense		—		—			—		169.9			169.9
Other income		—		—			—		2.5			2.5
Income from continuing operations before income tax expense		339.7		113.1			37.5		(170.4	)		319.9
Income tax expense		—		—			—		6.8			6.8
Income from continuing operations		339.7		113.1			37.5		(177.2	)		313.1
Loss from discontinued operations		—		(67.5	)		—		—			(67.5	)
Net income		339.7		45.6			37.5		(177.2	)		245.6
Less: Net income attributable to the noncontrolling interest		—		—			—		2.3			2.3
Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	339.7	$	45.6		$	37.5	$	(179.5	)	$	243.3
Total assets	$	4,737.4	$	3,478.3		$	158.9	$	280.0		$	8,654.6
Capital expenditures (excluding acquisitions)	$	695.6	$	106.2		$	—	$	11.5		$	813.3

⁽¹⁾ Corporate consists of interest expense, interest income, allowance for equity during construction, noncontrolling interest and other costs such as certain taxes, which are not allocated to the business segments.

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