Enbridge Energy Partners 8-K Enbridge Energy Partners, L.P. Declares Distribution Increase and Reports Earnings for Second Quarter 2014

Exhibit 99.2

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

	For the three month periods ended June 30,				For the six month periods ended June 30,
	2014		2013		2014		2013
	(unaudited; in millions, except per unit amounts)
Operating revenue	$	1,785.1	$	1,603.9	$	3,789.6	$	3,226.3
Operating revenue - affiliate		86.0		68.8		161.1		139.4
		1,871.1		1,672.7		3,950.7		3,365.7
Operating expenses:
Cost of natural gas		1,221.4		1,081.0		2,679.9		2,234.4
Cost of natural gas - affiliate		38.4		34.5		68.6		72.5
Environmental costs, net of recoveries		38.2		5.2		43.2		183.7
Operating and administrative		107.3		113.3		203.9		195.3
Operating and administrative - affiliate		117.3		104.7		237.7		217.6
Power		54.2		29.2		104.6		62.8
Depreciation and amortization		113.4		95.8		217.2		188.0
		1,690.2		1,463.7		3,555.1		3,154.3
Operating income		180.9		209.0		395.6		211.4
Interest expense, net		80.2		79.5		157.1		155.9
Allowance for equity used during construction		12.6		8.1		33.3		15.9
Other income		1.2		0.3		0.4		0.6
Income before income tax expense		114.5		137.9		272.2		72.0
Income tax expense		2.0		14.2		4.0		16.0
Net income		112.5		123.7		268.2		56.0
Less: Net income attributable to:
Noncontrolling interest		42.4		18.4		78.7		34.0
Series 1 preferred unit distributions		22.5		13.1		45.0		13.1
Accretion of discount on Series 1 preferred units		3.7		2.3		7.3		2.3
Net income attributable to general and limited partner ownership interest in Enbridge Energy Partners, L.P.	$	43.9	$	89.9	$	137.2	$	6.6
Net income (loss) allocable to limited partner interests	$	5.0	$	56.7	$	63.9	$	(56.2	)
Net income (loss) per limited partner unit (basic)	$	0.02	$	0.18	$	0.19	$	(0.18	)
Weighted average limited partner units outstanding (basic)		327.6		314.8		327.0		311.0
Net income (loss) per limited partner unit (diluted)	$	0.02	$	0.18	$	0.19	$	(0.18	)
Weighted average limited partner units outstanding (diluted)		327.6		314.8		327.0		311.0

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six month period ended June 30,
	2014			2013
	(unaudited; in millions)
Cash provided by operating activities:
Net income	$	268.2		$	56.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		217.2			188.0
Derivative fair value net losses (gains)		24.7			(22.3	)
Inventory market price adjustments		3.3			2.5
Environmental costs, net of recoveries		38.0			179.7
Distributions from investments in joint ventures		1.0			—
Equity earnings from investments in joint ventures		(1.0	)		—
Deferred income taxes		1.3			13.2
State income taxes		1.8			7.4
Allowance for equity used during construction		(33.3	)		(15.9	)
Other		(0.8	)		7.3
Changes in operating assets and liabilities, net of acquisitions:
Receivables, trade and other		9.1			60.1
Due from General Partner and affiliates		5.3			4.5
Accrued receivables		51.8			276.3
Inventory		(75.7	)		(95.1	)
Current and long-term other assets		(16.5	)		(19.1	)
Due to General Partner and affiliates		(6.0	)		18.4
Accounts payable and other		(63.8	)		(40.3	)
Environmental liabilities		(62.9	)		(32.7	)
Accrued purchases		(3.2	)		(95.3	)
Interest payable		1.4			4.1
Property and other taxes payable		(1.6	)		(14.0	)
Settlement of interest rate derivatives		1.3			(5.3	)
Net cash provided by operating activities		359.6			477.5
Cash used in investing activities:
Additions to property, plant and equipment		(1,309.0	)		(859.7	)
Changes in restricted cash		36.1			(3.4	)
Investments in joint ventures		(28.1	)		(126.7	)
Distributions from investments in joint ventures in excess of cumulative earnings		17.7			—
Other		(3.7	)		(4.0	)
Net cash used in investing activities		(1,287.0	)		(993.8	)
Cash provided by financing activities:
Net proceeds from Series 1 preferred unit issuance		—			1,200.0
Net proceeds from i-unit issuances		—			278.7
Distributions to partners		(356.9	)		(353.3	)
Repayments to General Partner		(6.0	)		(6.0	)
Repayments of long-term debt		—			(200.0	)
Net repayments under credit facility		140.0			—
Net commercial paper borrowings		765.0			(724.7	)
Contributions from noncontrolling interest		612.9			149.7
Distributions to noncontrolling interest		(42.5	)		(28.7	)
Net cash provided by financing activities		1,112.5			315.7
Net increase (decrease) in cash and cash equivalents		185.1			(200.6	)
Cash and cash equivalents at beginning of year		164.8			227.9
Cash and cash equivalents at end of period	$	349.9		$	27.3

ENBRIDGE ENERGY PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	June 30,			December 31,
	2014			2013
	(unaudited; in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	349.9		$	164.8
Restricted cash		33.3			69.4
Receivables, trade and other, net of allowance for doubtful accounts of $0.5 million in 2014 and 2013		51.7			49.4
Due from General Partner and affiliates		36.5			40.5
Accrued receivables		147.0			210.2
Inventory		164.9			94.9
Other current assets		58.7			47.6
		842.0			676.8
Property, plant and equipment, net		14,207.1			13,176.8
Goodwill		246.7			246.7
Intangibles, net		257.7			263.2
Other assets, net		509.9			538.0
	$	16,063.4		$	14,901.5
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Due to General Partner and affiliates	$	118.1		$	121.4
Accounts payable and other		710.9			822.0
Environmental liabilities		187.7			233.7
Accrued purchases		457.4			465.6
Interest payable		69.4			68.0
Property and other taxes payable		68.8			70.7
Note payable to General Partner		12.0			12.0
Current maturities of long-term debt		200.0			200.0
		1,824.3			1,993.4
Long-term debt		5,682.7			4,777.4
Loans from General Partner and affiliate		300.0			306.0
Due to General Partner and affiliates		103.3			58.2
Deferred income tax liability		18.7			17.4
Other long-term liabilities		136.4			51.7
Total liabilities		8,065.4			7,204.1
Commitments and contingencies
Partners’ capital:
Series 1 preferred units (48,000,000 at June 30, 2014 and December 31, 2013)		1,168.0			1,160.7
Class A common units (254,208,428 at June 30, 2014 and December 31, 2013)		2,755.5			2,979.0
Class B common units (7,825,500 at June 30, 2014 and December 31, 2013)		58.5			65.3
i-units (66,196,781 and 63,743,099 at June 30, 2014 and December 31, 2013, respectively)		1,305.1			1,291.9
General Partner		298.9			301.5
Accumulated other comprehensive loss		(212.4	)		(76.6	)
Total Enbridge Energy Partners, L.P. partners’ capital		5,373.6			5,721.8
Noncontrolling interest		2,624.4			1,975.6
Total partners’ capital		7,998.0			7,697.4
	$	16,063.4		$	14,901.5

NET INCOME PER LIMITED PARTNER UNIT

We allocate our net income among our Series 1 Preferred Units, or Preferred Units, Enbridge Energy Company, Inc., our General Partner, and our limited partners 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 and limited partner interests to our General Partner 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, after Preferred Unit allocations, based on their sharing of losses of 2% and 98%, respectively, as set forth in our partnership agreement. Historically, we have made the distributions in excess of earnings 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	%

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

	For the three month period ended June 30,						For the six month period ended June 30,
	2014			2013			2014			2013
	(unaudited; in millions, except per unit amounts)
Net income	$	112.5		$	123.7		$	268.2		$	56.0
Less Net income attributable to:
Noncontrolling interest		(42.4	)		(18.4	)		(78.7	)		(34.0	)
Series 1 preferred unit distributions		(22.5	)		(13.1	)		(45.0	)		(13.1	)
Accretion of discount on Series 1 preferred units		(3.7	)		(2.3	)		(7.3	)		(2.3	)
Net income attributable to general and limited partner interests in Enbridge Energy Partners, L.P.		43.9			89.9			137.2			6.6
Less distributions:
Incentive distributions to our General Partner		(38.0	)		(32.0	)		(71.2	)		(63.9	)
Distributed earnings allocated to our General Partner		(4.5	)		(3.5	)		(8.1	)		(7.0	)
Total distributed earnings to our General Partner		(42.5	)		(35.5	)		(79.3	)		(70.9	)
Total distributed earnings to our limited partners		(182.2	)		(171.3	)		(359.9	)		(342.1	)
Total distributed earnings		(224.7	)		(206.8	)		(439.2	)		(413.0	)
Overdistributed earnings	$	(180.8	)	$	(116.9	)	$	(302.0	)	$	(406.4	)
Weighted average limited partner units outstanding		327.6			314.8			327.0			311.0
Basic and diluted earnings per unit:
Distributed earnings per limited partner unit (1)	$	0.56		$	0.54		$	1.10		$	1.10
Overdistributed earnings per limited partner unit (2)		(0.54	)		(0.36	)		(0.91	)		(1.28	)
Net income (loss) per limited partner unit (basic and diluted) (3)	$	0.02		$	0.18		$	0.19		$	(0.18	)

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

⁽³⁾  For the three and six month periods 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 is 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.

During the first quarter of 2014, the Partnership changed its reporting segments. The Marketing segment was combined with the Natural Gas segment to form one new segment called “Natural Gas”. There was no change to the Liquids segment.

This change was a result of the reorganization of EEP resulting from MEP’s IPO which prompted Management to reassess the presentation of EEP’s reportable segments considering the financial information available and evaluated regularly by EEP’s Chief Operating Decision Maker. The new segment is consistent with how management makes resource allocation decisions, evaluates performance, and furthers the achievement of the Partnership’s long-term objectives. Financial information for the prior periods has been restated to reflect the change in reporting segments.

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

	For the three month period ended June 30, 2014
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	474.3	$	1,396.8		$	—		$	1,871.1
Cost of natural gas		—		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 (loss)		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)		—		2.3			(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 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 which began recognizing operating costs during the fourth quarter of 2013.

	For the three month period ended June 30, 2013
	Liquids		Natural Gas		Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	366.3	$	1,306.4	$	—		$	1,672.7
Cost of natural gas		—		1,115.5		—			1,115.5
Environmental costs, net of recoveries		5.2		—		—			5.2
Operating and administrative		98.4		116.4		3.2			218.0
Power		29.2		—		—			29.2
Depreciation and amortization		60.4		35.4		—			95.8
		193.2		1,267.3		3.2			1,463.7
Operating income (loss)		173.1		39.1		(3.2	)		209.0
Interest expense, net		—		—		79.5			79.5
Allowance for equity used during construction		—		—		8.1			8.1
Other income		—		—		0.3			0.3
Income (loss) before income tax expense		173.1		39.1		(74.3	)		137.9
Income tax expense		—		—		14.2			14.2
Net income (loss)		173.1		39.1		(88.5	)		123.7
Less: Net income attributable to:
Noncontrolling interest		—		—		18.4			18.4
Series 1 preferred unit distributions		—		—		13.1			13.1
Accretion of discount on Series 1 preferred units		—		—		2.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	173.1	$	39.1	$	(122.3	)	$	89.9

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

	As of and for the six month period ended June 30, 2014
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	907.0	$	3,043.7	(2)	$	—		$	3,950.7
Cost of natural gas		—		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 (loss)		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	(3)		(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	(4)	$	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⁾  Total segment revenue and intersegment revenue for the natural gas segment for the six-month period ended June 30, 2014 has been corrected to eliminate intra-segment revenue of $318.7 million that was recorded in error and previously reported on Form 10-Q for the three-month period ended March 31, 2014. This error did not impact previously reported segment operating revenue or consolidated operating revenue for the three-month period ended March 31, 2014.

⁽³⁾  Other income (expense) for our Natural Gas segment includes our equity investment in the Texas Express NGL system which began recognizing operating costs during the fourth quarter of 2013.

⁽⁴⁾  Total assets for our Natural Gas segment includes our long term equity investment in the Texas Express NGL system.

	As of and for the six month period ended June 30, 2013
	Liquids		Natural Gas			Corporate (1)			Total
	(unaudited; in millions)
Operating revenue	$	699.2	$	2,666.5	(2)	$	—		$	3,365.7
Cost of natural gas		—		2,306.9			—			2,306.9
Environmental costs, net of recoveries		183.7		—			—			183.7
Operating and administrative		185.1		224.2			3.6			412.9
Power		62.8		—			—			62.8
Depreciation and amortization		117.2		70.8			—			188.0
		548.8		2,601.9			3.6			3,154.3
Operating income (loss)		150.4		64.6			(3.6	)		211.4
Interest expense, net		—		—			155.9			155.9
Allowance for equity used during construction		—		—			15.9			15.9
Other income		—		—			0.6			0.6
Income (loss) before income tax expense		150.4		64.6			(143.0	)		72.0
Income tax expense		—		—			16.0			16.0
Net income (loss)		150.4		64.6			(159.0	)		56.0
Less: Net income attributable to:
Noncontrolling interest		—		—			34.0			34.0
Series 1 preferred unit distributions		—		—			13.1			13.1
Accretion of discount on Series 1 preferred units		—		—			2.3			2.3
Net income (loss) attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.	$	150.4	$	64.6		$	(208.4	)	$	6.6
Total assets	$	7,811.0	$	5,330.4	(3)	$	159.6		$	13,301.0
Capital expenditures (excluding acquisitions)	$	733.4	$	125.1		$	8.6		$	867.1

⁽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⁾  Total segment revenue and intersegment revenue for the natural gas for the six-month period ended June 30, 2013 has been corrected to eliminate intra-segment revenue of $248.7 million that was recorded in error for the three-month period ended March 31, 2013. This error did not impact previously reported segment operating revenue or consolidated operating revenue for the three-month period ended March 31, 2013.

⁽³⁾  Total assets for our Natural Gas Segment includes our long term equity investment in the Texas Express NGL system.