UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): November 2, 2015
ENBRIDGE ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified
in Charter)
| DELAWARE |
1-10934 |
39-1715850 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
1100 LOUISIANA, SUITE 3300, HOUSTON,
TEXAS 77002
(Address of Principal Executive Offices)
(Zip Code)
(713) 821-2000
(Registrant’s telephone number,
including area code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial
Condition.
We issued a press release on November 2,
2015 announcing our financial results for the three and nine months ended September 30, 2015, which is attached hereto as Exhibit
99.1. As noted in the press release, a copy of our unaudited condensed consolidated financial statements for the three and nine
months ended September 30, 2015 is available on our website at www.enbridgepartners.com and is attached hereto as Exhibit 99.2.
This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, and is not incorporated by reference into any registration statements filed under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Reference is made to the “Index of
Exhibits” following the signature page, which is hereby incorporated into this Item.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
ENBRIDGE ENERGY PARTNERS, L.P.
(Registrant) |
| |
|
|
| |
By: |
Enbridge Energy Management, L.L.C. |
| |
|
as delegate of Enbridge Energy Company, Inc.,
its General Partner |
| |
|
|
| Date: November 2, 2015 |
By: |
/s/ Noor Kaissi
|
| |
|
Noor Kaissi
Controller
(Duly Authorized Officer) |
Index of Exhibits
|
Exhibit
Number
|
|
Description
|
| |
|
|
| 99.1 |
|
Press release of Enbridge Energy Partners, L.P., dated November 2, 2015 reporting financial results for the three and nine months ended September 30, 2015 |
| |
|
|
| 99.2 |
|
Unaudited condensed consolidated financial statements of Enbridge Energy Partners, L.P. for the three and nine months ended September 30, 2015 |
Exhibit 99.1
News
Release
Enbridge
Energy Partners, L.P. Declares Distribution and Reports Earnings for Third Quarter 2015
HOUSTON — (November 2, 2015)
- Enbridge Energy Partners, L.P. (NYSE:EEP) (“Enbridge Partners” or “the Partnership”) announced today
that the board of directors of the delegate of its general partner has declared a cash distribution of $0.583 per unit, or $2.332
per unit on an annualized basis, representing a 5 percent increase compared with the third quarter of 2014. The distribution will
be paid on November 13, 2015 to unitholders of record as of the close of business on November 6, 2015.
THIRD QUARTER HIGHLIGHTS
| · | Reported
third quarter adjusted EBITDA and distributable cash flow of $460.7 and $248.8 million,
respectively. |
| · | On-track
to achieve the high-end of previously communicated full year 2015 adjusted EBITDA and
distributable cash flow guidance range. |
| · | Liquids
pipeline system deliveries were approximately 6.5 percent higher than the third quarter
2014. |
| · | Completed
a phase of the U.S. Mainline Expansion project, adding 230,000 barrels per day (bpd) of incremental
mainline capacity. |
| · | Closed
$1.6 billion senior unsecured notes offering October 6, 2015. |
| · | Enbridge
Inc. (“Enbridge”) continues evaluation of systematic future drop-down offers to the Partnership.
|
“The Partnership’s
financial and volumetric performance demonstrates the benefits of its low-risk business model and our liquids pipeline
systems’ premier supply access and market demand pull. Our financial results through the third quarter of 2015 are well
in-line with our expectations and supported by continued strong deliveries on our pipeline systems, complemented by pipeline
expansion projects placed into service in 2014 and 2015. A phase of our U.S. Mainline Expansion completed in July 2015
increases our pipeline capacity by an incremental 230,000 barrels per day into Superior, Wisconsin, through the addition of
new pump stations. Our organic growth program will enhance and expand our pipeline systems’ access to premium
North American crude oil markets. These growth projects are underpinned by long-term, low-risk commercial structures, such
as cost-of-service and take-or-pay, that are expected to deliver highly certain and sustainable cash flow growth,”
said Mark Maki, president for the Partnership.
“The long-term outlook for
the Partnership remains strong. Our liquids pipeline system is one of the most strategic energy infrastructure assets in
North America. We expect continued high utilization of our pipeline systems, while we continue to progress our multi-billion
dollar organic growth program. Enbridge and the Partnership are well-positioned to grow our pipeline systems and secure
additional phased expansion opportunities that are attractive to our customers and our investors despite the low crude oil
price environment. Also, Enbridge continues to evaluate the offering of selective drop-down opportunities to EEP of
approximately $500 million annually from 2016 through 2019. This drop-down program, along with the existing options for EEP
to increase its interests in certain projects jointly funded with Enbridge, at book-value, provide momentum for the
Partnership to deliver distribution growth above its current 2 to 5 percent annual growth target.”
“Our recent $1.6 billion senior
unsecured notes offering highlights the importance of maintaining an investment grade credit rating and the benefits of being
part of the Enbridge family of companies. Our notes offering provides the Partnership with substantial liquidity to continue to
progress and fund our highly attractive organic growth program,” added Maki.
The Partnership’s key financial
results for the three and nine months ended September 30, 2015, compared to the same periods in 2014, were as follows:
| | |
Three months ended | | |
Nine months ended | |
| | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions, except
per unit amounts) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Net income (1) | |
$ | 82.1 | | |
$ | 20.5 | | |
$ | 125.1 | | |
$ | 157.7 | |
| Net income (loss) per unit | |
| 0.07 | | |
| (0.04 | ) | |
| (0.11 | ) | |
| 0.15 | |
| Adjusted EBITDA(2) | |
| 460.7 | | |
| 406.7 | | |
| 1,315.3 | | |
| 1,107.7 | |
| Adjusted net income(1) | |
| 137.4 | | |
| 117.8 | | |
| 400.7 | | |
| 327.8 | |
| Adjusted net income per unit | |
| 0.23 | | |
| 0.25 | | |
| 0.69 | | |
| 0.66 | |
| (1) | Net income
and adjusted net income attributable to general and limited partner ownership interests
in Enbridge Partners. |
| (2) | Includes
non-controlling interest. |
Adjusted net income for the three and
nine month period ended September 30, 2015, as reported above, eliminates the effect of: (a) non-cash, mark-to-market net gains
and losses; (b) non-cash goodwill impairment; (c) environmental costs, net of insurance recoveries, associated with the Line 6B
incident; (d) Line 2 hydrotest expenses, net of recoveries, and other adjustments. Refer to the Non-GAAP Reconciliations section
below for additional details.
Adjusted net income of $137.4 million
for the third quarter of 2015 was $19.6 million higher than the same period from the prior year. Higher earnings were primarily
attributable to additional assets placed into service and higher deliveries on our liquid pipeline systems.
During the third quarter, the Partnership
attributed approximately $22.5 million of earnings to its outstanding Series 1 Preferred units. This amount is deducted from net
income to arrive at the amount of net income attributable to the general and limited partners. Preferred distributions are accrued
at an annual rate of 7.5 percent.
In a key recent development, our limited
partnership agreement was amended to restructure the terms of the Series 1 Preferred Units to strengthen the Partnership’s
near to medium term distributable cash flow outlook. The amendment extends the payment deferral for distributions accruing
for the Series 1 Preferred Units through June 30, 2018 and alters the repayment schedule of those deferrals to allow repayment
of the accumulated deferral amount in equal amounts over a twelve quarter period beginning in early 2019. Additionally, the
amendment extends the current preferred distribution accrual rate until June 30, 2020.
COMPARATIVE EARNINGS STATEMENT
| | |
Three months ended | | |
Nine months ended | |
| | |
September
30, | | |
September
30, | |
| (unaudited;
dollars in millions except per unit amounts) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Operating revenue | |
$ | 1,267.7 | | |
$ | 1,942.3 | | |
$ | 4,009.4 | | |
$ | 5,893.0 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity cost | |
| 522.7 | | |
| 1,238.2 | | |
| 1,972.4 | | |
| 3,986.7 | |
| Environmental costs, net of recoveries | |
| 1.1 | | |
| 50.1 | | |
| 1.1 | | |
| 93.3 | |
| Operating and administrative | |
| 280.6 | | |
| 235.3 | | |
| 704.9 | | |
| 676.9 | |
| Power | |
| 71.6 | | |
| 59.5 | | |
| 192.4 | | |
| 164.1 | |
| Depreciation and amortization | |
| 136.9 | | |
| 118.8 | | |
| 394.8 | | |
| 336.0 | |
| Goodwill impairment | |
| - | | |
| - | | |
| 246.7 | | |
| - | |
| Asset impairment | |
| - | | |
| - | | |
| 12.3 | | |
| - | |
| Operating income | |
| 254.8 | | |
| 240.4 | | |
| 484.8 | | |
| 636.0 | |
| Interest expense | |
| (88.2 | ) | |
| (137.1 | ) | |
| (214.5 | ) | |
| (294.2 | ) |
| Allowance for equity used during construction | |
| 13.7 | | |
| 14.5 | | |
| 54.0 | | |
| 47.8 | |
| Other income | |
| 8.8 | | |
| 1.8 | | |
| 20.7 | | |
| 2.2 | |
| Income before income tax expense | |
| 189.1 | | |
| 119.6 | | |
| 345.0 | | |
| 391.8 | |
| Income tax expense | |
| (4.6 | ) | |
| (2.1 | ) | |
| (3.2 | ) | |
| (6.1 | ) |
| Net income | |
| 184.5 | | |
| 117.5 | | |
| 341.8 | | |
| 385.7 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| 77.8 | | |
| 70.7 | | |
| 139.1 | | |
| 149.4 | |
| Series 1 preferred unit distributions | |
| 22.5 | | |
| 22.5 | | |
| 67.5 | | |
| 67.5 | |
| Accretion of discount
on Series 1 preferred units | |
| 2.1 | | |
| 3.8 | | |
| 10.1 | | |
| 11.1 | |
| Net income attributable
to general and limited partner ownership interests in Enbridge Energy Partners, L.P. | |
$ | 82.1 | | |
$ | 20.5 | | |
$ | 125.1 | | |
$ | 157.7 | |
| Less: Allocations to general partner | |
| 56.0 | | |
| 35.0 | | |
| 162.5 | | |
| 108.2 | |
| Net income (loss) allocable to common units and i-units | |
$ | 26.1 | | |
$ | (14.5 | ) | |
$ | (37.4 | ) | |
$ | 49.5 | |
| Weighted average common units and i-units
(basic and diluted) | |
| 341.1 | | |
| 328.8 | | |
| 337.9 | | |
| 327.6 | |
| Net income (loss) per common unit and i-unit
(basic and diliuted) | |
$ | 0.07 | | |
$ | (0.04 | ) | |
$ | (0.11 | ) | |
$ | 0.15 | |
COMPARISON OF QUARTERLY RESULTS
Following are explanations for significant
changes in the Partnership’s financial results, comparing the three and nine month periods ended September 30, 2015 with
the same periods of 2014. The comparison refers to adjusted operating income, which excludes the effect of non-cash and other
items that are not indicative of our core operating results (see Non-GAAP Reconciliations section below).
| | |
Three months ended | | |
Nine months ended | |
| Adjusted Operating Income | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Liquids | |
$ | 295.1 | | |
$ | 269.7 | | |
$ | 838.1 | | |
$ | 705.7 | |
| Natural Gas | |
| 9.9 | | |
| (3.2 | ) | |
| 19.6 | | |
| 10.1 | |
| Corporate | |
| (3.3 | ) | |
| (3.8 | ) | |
| (10.9 | ) | |
| (6.9 | ) |
| Adjusted operating income | |
$ | 301.7 | | |
$ | 262.7 | | |
$ | 846.8 | | |
$ | 708.9 | |
Liquids – Third quarter
adjusted operating income for the Liquids segment increased $25.4 million to $295.1 million over the comparable period in 2014.
Higher revenues in the third quarter were attributable to an increase in transportation rates and higher deliveries on our liquids
pipeline systems, in addition to meaningful contributions from growth projects placed into service in 2014 and 2015. Total liquids
system deliveries increased approximately 6.5 percent over the same period from the prior year. The Partnership placed approximately
$2.5 billion of growth projects into service in 2014 through the completion of a large component of its Eastern Access Program,
specifically the Line 6B Replacement project from Griffith, Indiana to the International Border, and our Mainline Expansions on
Lines 61 and 67. Collectively, these growth projects were the main drivers for the increase in revenues and system deliveries
during the third quarter of 2015 over the comparable period in 2014.
| | |
Three months ended | | |
Nine months ended | |
| Liquids Systems Volumes | |
September 30, | | |
September 30, | |
| (thousand barrels per day) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Lakehead | |
| 2,338 | | |
| 2,172 | | |
| 2,292 | | |
| 2,088 | |
| Mid-Continent | |
| 216 | | |
| 191 | | |
| 212 | | |
| 193 | |
| North Dakota | |
| 333 | | |
| 347 | | |
| 346 | | |
| 303 | |
| Total | |
| 2,887 | | |
| 2,710 | | |
| 2,850 | | |
| 2,584 | |
Natural Gas – Third
quarter adjusted operating income for the Natural Gas segment was $13.1 million higher compared to the same period of 2014. The
increase in adjusted operating income was predominantly attributable to higher NGL production volumes on our major systems, in
addition to higher storage margins and seasonal optimization opportunities in our NGL marketing business. The increase in adjusted
operating income was also supported by lower operating and administrative expenses related to cost reduction measures enacted.
The decrease in natural gas system volumes was primarily attributable to the continued low commodity price environment for hydrocarbons,
which has resulted in reductions in drilling activity from producers in the areas we operate.
| | |
Three months ended | | |
Nine months ended | |
| Natural Gas Throughput | |
September 30, | | |
September 30, | |
| (MMBtu per day) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| East Texas | |
| 966,000 | | |
| 1,063,000 | | |
| 981,000 | | |
| 1,021,000 | |
| Anadarko | |
| 760,000 | | |
| 806,000 | | |
| 794,000 | | |
| 816,000 | |
| North Texas | |
| 262,000 | | |
| 304,000 | | |
| 274,000 | | |
| 292,000 | |
| Total | |
| 1,988,000 | | |
| 2,173,000 | | |
| 2,049,000 | | |
| 2,129,000 | |
| | |
Three months ended | | |
Nine months ended | |
| NGL Production | |
September 30, | | |
September 30, | |
| (Barrels per day) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Total System Production | |
| 85,343 | | |
| 84,121 | | |
| 82,498 | | |
| 82,845 | |
ENBRIDGE ENERGY MANAGEMENT DISTRIBUTION
Enbridge Energy Management, L.L.C. (NYSE:
EEQ) (“Enbridge Management”) today declared a distribution of $0.583 per share payable on November 13, 2015 to shareholders
of record on November 6, 2015. The distribution will be paid in the form of additional shares of Enbridge Management valued at
the average closing price of the shares for the 10 trading days prior to the ex-dividend date on November 4, 2015. Enbridge Management’s
sole asset is its approximate 15 percent limited partner interest in Enbridge Partners. Enbridge Management’s results of operations,
financial condition and cash flows depend on the results of operations, financial condition and cash flows of Enbridge Partners,
which are summarized herein for the third quarter of 2015.
MANAGEMENT REVIEW OF QUARTERLY RESULTS
Enbridge Partners will host a conference
call at 10 a.m. Eastern Time on Monday, November 2, 2015 to review its third quarter 2015 financial results. The call will be
webcast live over the internet and may be accessed on Enbridge Partners’ website under “Events and Presentations”
or directly at http://edge.media-server.com/m/p/9tktgnrq
A replay will be available shortly afterward.
Presentation slides and condensed financial statements will also be available at the link below.
EEP Events and Presentations:
www.enbridgepartners.com/Investor-Relations/EEP/Events-and-Presentations
Webcast link: http://edge.media-server.com/m/p/9tktgnrq
The audio portion of the live presentation
will be accessible by telephone at (844) 298-9821 (Passcode: 60261890) and can be replayed for 7 days after the call by calling
(855) 859-2056 (Passcode: 60261890). An audio replay will also be available for download in MP3 format from either of the website
addresses above.
NON-GAAP RECONCILIATIONS
Adjusted net income and adjusted operating
income for the principal business segments are provided to illustrate trends in income excluding non-cash unrealized derivative
fair value losses and gains and other items that are not indicative of our core operating results and business outlook. The derivative
non-cash losses and gains result from marking to market certain financial derivatives used by the Partnership for hedging purposes
that do not qualify for hedge accounting treatment in accordance with the authoritative accounting guidance as prescribed under
generally accepted accounting principles in the United States.
| | |
Three months ended | | |
Nine months ended | |
| Adjusted Earnings | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions except
per unit amounts) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Net income (loss) attributable to general and limited partner ownership interests
in Enbridge Energy Partners, L.P. | |
$ | 82.1 | | |
$ | 20.5 | | |
$ | 125.1 | | |
$ | 157.7 | |
| Noncash derivative fair value (gains) losses | |
| | | |
| | | |
| | | |
| | |
| -Liquids | |
| (1.1 | ) | |
| (6.5 | ) | |
| 11.1 | | |
| 1.0 | |
| -Natural Gas | |
| (5.9 | ) | |
| (13.6 | ) | |
| 39.5 | | |
| (8.5 | ) |
| -Corporate | |
| 7.7 | | |
| 62.3 | | |
| (24.7 | ) | |
| 73.3 | |
| Accretion of discount on Series 1 preferred units | |
| 2.1 | | |
| 3.8 | | |
| 10.1 | | |
| 11.1 | |
| Make-up rights adjustment | |
| - | | |
| 1.2 | | |
| (5.8 | ) | |
| 8.5 | |
| Line 2 hydrotest expenses, net of recoveries | |
| 42.8 | | |
| - | | |
| 37.1 | | |
| - | |
| Line 6B incident expenses, net of recoveries | |
| - | | |
| 51.9 | | |
| - | | |
| 87.9 | |
| Option premium amortization | |
| (0.6 | ) | |
| (1.8 | ) | |
| (4.2 | ) | |
| (3.2 | ) |
| Loss on sale of non-core assets | |
| 2.4 | | |
| - | | |
| 2.4 | | |
| - | |
| Loss on natural gas contracts assignment | |
| 7.9 | | |
| - | | |
| 7.9 | | |
| - | |
| Asset impairment | |
| - | | |
| - | | |
| 9.4 | | |
| - | |
| Goodwill impairment | |
| - | | |
| - | | |
| 192.8 | | |
| - | |
| Adjusted net income | |
| 137.4 | | |
| 117.8 | | |
| 400.7 | | |
| 327.8 | |
| Less: Allocations to general partner | |
| 57.1 | | |
| 36.9 | | |
| 168.0 | | |
| 111.6 | |
| Adjusted net income allocable to common units and i-units | |
$ | 80.3 | | |
$ | 80.9 | | |
$ | 232.7 | | |
$ | 216.2 | |
| Weighted average common units and i-units outstanding (millions) | |
| 341.1 | | |
| 328.8 | | |
| 337.9 | | |
| 327.6 | |
| Adjusted net income per common unit and i-unit (dollars) | |
$ | 0.23 | | |
$ | 0.25 | | |
$ | 0.69 | | |
$ | 0.66 | |
| | |
Three months ended | | |
Nine months ended | |
| Liquids | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Operating income | |
$ | 253.1 | | |
$ | 227.5 | | |
$ | 794.9 | | |
$ | 617.3 | |
| Noncash derivative fair value losses (gains) | |
| (1.1 | ) | |
| (6.5 | ) | |
| 11.1 | | |
| 1.0 | |
| Make-up rights adjustment | |
| 0.3 | | |
| 0.8 | | |
| (5.0 | ) | |
| 5.5 | |
| Line 2 hydrotest expenses, net of recoveries | |
| 42.8 | | |
| - | | |
| 37.1 | | |
| - | |
| Line 6B incident expenses, net of recoveries | |
| - | | |
| 47.9 | | |
| - | | |
| 81.9 | |
| Adjusted operating income | |
$ | 295.1 | | |
$ | 269.7 | | |
$ | 838.1 | | |
$ | 705.7 | |
| | |
Three months ended | | |
Nine months ended | |
| Natural Gas | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Operating income (loss) | |
$ | 5.0 | | |
$ | 16.7 | | |
$ | (299.2 | ) | |
$ | 25.6 | |
| Noncash derivative fair value losses (gains) | |
| (7.7 | ) | |
| (17.7 | ) | |
| 51.9 | | |
| (11.5 | ) |
| Option premium amortization | |
| (0.9 | ) | |
| (2.2 | ) | |
| (5.6 | ) | |
| (4.0 | ) |
| Loss on sale of non-core assets | |
| 3.2 | | |
| - | | |
| 3.2 | | |
| - | |
| Loss on natural gas contracts assignment | |
| 10.3 | | |
| - | | |
| 10.3 | | |
| - | |
| Asset impairment | |
| - | | |
| - | | |
| 12.3 | | |
| - | |
| Goodwill impairment | |
| - | | |
| - | | |
| 246.7 | | |
| - | |
| Adjusted operating income (loss) | |
$ | 9.9 | | |
$ | (3.2 | ) | |
$ | 19.6 | | |
$ | 10.1 | |
ADJUSTED EBITDA AND DISTRIBUTABLE CASH
FLOW
Adjusted EBITDA (earnings before interest,
taxes, depreciation and amortization) is used as a supplemental financial measurement to assess liquidity and the ability to generate
cash sufficient to pay interest costs and make cash distributions to unitholders. The following reconciliation of net cash provided
by operating activities to adjusted EBITDA is provided because EBITDA is not a financial measure recognized under generally accepted
accounting principles.
| | |
Three months ended | | |
Nine months ended | |
| Adjusted EBITDA | |
September 30, | | |
September 30, | |
| (unaudited; dollars in millions) | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Net cash provided by operating activities | |
$ | 407.4 | | |
$ | 132.1 | | |
$ | 1,054.3 | | |
$ | 491.7 | |
| Changes in operating assets and liabilities, net of
cash acquired | |
| (88.2 | ) | |
| 192.7 | | |
| (59.7 | ) | |
| 349.5 | |
| Interest expense(1) | |
| 80.5 | | |
| 74.8 | | |
| 239.2 | | |
| 220.9 | |
| Income tax expense | |
| 4.6 | | |
| 2.1 | | |
| 3.2 | | |
| 6.1 | |
| Allowance for equity used during construction | |
| 13.7 | | |
| 14.5 | | |
| 54.0 | | |
| 47.8 | |
| Option premium amortization | |
| (0.9 | ) | |
| (2.2 | ) | |
| (5.6 | ) | |
| (4.0 | ) |
| Line 2 hydrotest expenses, net of recoveries | |
| 42.8 | | |
| - | | |
| 37.1 | | |
| - | |
| Other | |
| 0.8 | | |
| (7.3 | ) | |
| (7.2 | ) | |
| (4.3 | ) |
| Adjusted EBITDA | |
$ | 460.7 | | |
$ | 406.7 | | |
$ | 1,315.3 | | |
$ | 1,107.7 | |
| | |
| | | |
| | | |
| | | |
| | |
| Interest expense(1) | |
| (80.5 | ) | |
| | | |
| (239.2 | ) | |
| | |
| Income tax expense | |
| (4.6 | ) | |
| | | |
| (3.2 | ) | |
| | |
| Distributions in excess of equity earnings | |
| 1.5 | | |
| | | |
| 4.9 | | |
| | |
| Maintenance capital expenditures | |
| (18.9 | ) | |
| | | |
| (52.7 | ) | |
| | |
| Non-controlling interests | |
| (109.4 | ) | |
| | | |
| (291.0 | ) | |
| | |
| Distributable cash flow | |
$ | 248.8 | | |
| | | |
$ | 734.1 | | |
| | |
| (1) | Interest
expense excludes unrealized mark-to-market net losses of $7.7 million and net gains $24.7
million for the three and nine month periods ended September 30, 2015, respectively.
Interest expense excludes unrealized mark-to-market net losses of $62.3 million and $73.3
million for the three and nine month periods ended September 30, 2014, respectively. |
About Enbridge Energy Partners, L.P.
Enbridge Energy Partners, L.P. owns and
operates a diversified portfolio of crude oil and, through its interests in Midcoast Energy Partners, L.P. (“Midcoast Partners”),
natural gas transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of
growing oil production from western Canada and the North Dakota Bakken formation. The system’s deliveries to refining centers
and connected carriers in the United States account for approximately 17 percent of total U.S. oil imports. Midcoast Partners’
natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S.
Mid-Continent and Gulf Coast areas, deliver approximately 2.2 billion cubic feet of natural gas daily. Enbridge Partners
is recognized by Forbes as one of the 100 Most Trustworthy Companies in America.
About Enbridge Energy Management, L.L.C
Enbridge Management manages the business
and affairs of Enbridge Partners, and its sole asset is an approximate 15 percent limited partner interest in Enbridge Partners.
Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, Canada (NYSE: ENB) (TSX:
ENB) is the general partner of Enbridge Partners and holds an approximate 42 percent interest in Enbridge Partners together with
all of the outstanding preferred units and Class B, D and E units in Enbridge Partners. Enbridge Management is the delegate of
the general partner of Enbridge Partners.
Forward Looking Statements
This news release includes forward-looking
statements and projections, which are statements that do not relate strictly to historical or current facts. These statements
frequently use the following words, variations thereon or comparable terminology: “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “position,” “projection,” “should,” “strategy,”
“target,” “will” and similar words. Although the Partnership believes that such forward-looking statements
are reasonable based on currently available information, such statements involve risks, uncertainties and assumptions and are
not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from
those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond the Partnership’s
ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements
include: (1) changes in the demand for or the supply of, forecast data for, and price trends related to crude oil, liquid petroleum,
natural gas and NGLs, including the rate of development of the Alberta Oil Sands; (2) the Partnership’s ability to successfully
complete and finance expansion projects or drop-down opportunities; (3) the effects of competition, in particular, by other pipeline
systems; (4) shut-downs or cutbacks at the Partnership’s facilities or refineries, petrochemical plants, utilities or other
businesses for which the Partnership transports products or to whom the Partnership sells products; (5) hazards and operating
risks that may not be covered fully by insurance, including those related to Line 6B and any additional fines and penalties assessed
in connection with the crude oil release on that line; (6) changes in or challenges to the Partnership’s tariff rates; (7)
changes in laws or regulations to which the Partnership is subject, including compliance with environmental and operational safety
regulations that may increase costs of system integrity testing and maintenance; and (8) permitting at federal, state and local
levels in regards to the construction of new assets.
“Enbridge” refers collectively
to Enbridge Inc. and its subsidiaries other than us and our subsidiaries.
Forward-looking statements regarding
“drop-down” growth opportunities from Enbridge are further qualified by the fact that Enbridge is under no obligation
to offer to sell us interests in its U.S. projects, and we are under no obligation to buy any such interests. Similarly,
any forward-looking statements regarding potential “drop-down” transactions of interests in Midcoast Operating to
Midcoast Energy Partners are further qualified by the fact that we are under no obligation to sell to Midcoast Energy Partners,
L.P. any such interests, and Midcoast Energy Partners, L.P. is under no obligation to buy any such interests. As a result,
we do not know when or if any such transactions will occur.
Except to the extent required by law,
we assume no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future
events or otherwise. Reference should also be made to the Partnership’s filings with the U.S. Securities and Exchange Commission
(the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2014 and any subsequently filed
Quarterly Report on Form 10-Q for additional factors that may affect results. These filings are available to the public over the
Internet at the SEC’s web site (www.sec.gov) and at the Partnership’s web site.
FOR FURTHER INFORMATION PLEASE CONTACT
| Investor Relations Contact: |
Media Contact: |
| |
|
| Sanjay Lad, CFA |
Terri Larson, APR |
| |
|
| Toll-free: (866) EEP INFO or (866) 337-4636 |
Toll-free: (877) 496-8142 |
| |
|
| E-mail: eep@enbridge.com |
E-mail: usmedia@enbridge.com |
| |
|
| Website: www.enbridgepartners.com |
|
# # #
Exhibit 99.2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
| | |
For the three months | | |
For the nine months | |
| | |
ended September 30, | | |
ended September 30, | |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| | |
(unaudited; in millions, except per unit amounts) | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | |
| Commodity sales | |
$ | 597.7 | | |
$ | 1,296.4 | | |
$ | 2,101.3 | | |
$ | 4,114.2 | |
| Commodity sales - affiliate | |
| 12.2 | | |
| 50.6 | | |
| 62.4 | | |
| 174.7 | |
| Transportation and other services | |
| 621.4 | | |
| 577.6 | | |
| 1,744.6 | | |
| 1,549.4 | |
| Transportation and other services - affiliate | |
| 36.4 | | |
| 17.7 | | |
| 101.1 | | |
| 54.7 | |
| | |
| 1,267.7 | | |
| 1,942.3 | | |
| 4,009.4 | | |
| 5,893.0 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity costs | |
| 503.3 | | |
| 1,208.5 | | |
| 1,912.0 | | |
| 3,888.4 | |
| Commodity costs - affiliate | |
| 19.4 | | |
| 29.7 | | |
| 60.4 | | |
| 98.3 | |
| Environmental costs, net of recoveries | |
| 1.1 | | |
| 50.1 | | |
| 1.1 | | |
| 93.3 | |
| Operating and administrative | |
| 163.3 | | |
| 119.4 | | |
| 353.0 | | |
| 323.3 | |
| Operating and administrative - affiliate | |
| 117.3 | | |
| 115.9 | | |
| 351.9 | | |
| 353.6 | |
| Power | |
| 71.6 | | |
| 59.5 | | |
| 192.4 | | |
| 164.1 | |
| Depreciation and amortization | |
| 136.9 | | |
| 118.8 | | |
| 394.8 | | |
| 336.0 | |
| Goodwill impairment | |
| - | | |
| - | | |
| 246.7 | | |
| - | |
| Asset impairment | |
| - | | |
| - | | |
| 12.3 | | |
| - | |
| | |
| 1,012.9 | | |
| 1,701.9 | | |
| 3,524.6 | | |
| 5,257.0 | |
| Operating income | |
| 254.8 | | |
| 240.4 | | |
| 484.8 | | |
| 636.0 | |
| Interest expense, net | |
| (88.2 | ) | |
| (137.1 | ) | |
| (214.5 | ) | |
| (294.2 | ) |
| Allowance for equity used during construction | |
| 13.7 | | |
| 14.5 | | |
| 54.0 | | |
| 47.8 | |
| Other income | |
| 8.8 | | |
| 1.8 | | |
| 20.7 | | |
| 2.2 | |
| Income before income tax expense | |
| 189.1 | | |
| 119.6 | | |
| 345.0 | | |
| 391.8 | |
| Income tax expense | |
| (4.6 | ) | |
| (2.1 | ) | |
| (3.2 | ) | |
| (6.1 | ) |
| Net income | |
| 184.5 | | |
| 117.5 | | |
| 341.8 | | |
| 385.7 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| 77.8 | | |
| 70.7 | | |
| 139.1 | | |
| 149.4 | |
| Series 1 preferred unit distributions | |
| 22.5 | | |
| 22.5 | | |
| 67.5 | | |
| 67.5 | |
| Accretion of discount on Series 1 preferred units | |
| 2.1 | | |
| 3.8 | | |
| 10.1 | | |
| 11.1 | |
| Net income attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| ownership interests in Enbridge Energy Partners, L.P. | |
$ | 82.1 | | |
$ | 20.5 | | |
$ | 125.1 | | |
$ | 157.7 | |
| Net income (loss) allocable to common units and i-units | |
$ | 26.1 | | |
$ | (14.5 | ) | |
$ | (37.4 | ) | |
$ | 49.5 | |
| Net income (loss) per common unit and i-unit (basic and diluted) | |
$ | 0.07 | | |
$ | (0.04 | ) | |
$ | (0.11 | ) | |
$ | 0.15 | |
| Weighted average common units and i-units outstanding (basic and diluted) | |
| 341.1 | | |
| 328.8 | | |
| 337.9 | | |
| 327.6 | |
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
For the nine months | |
| | |
ended September 30, | |
| | |
2015 | | |
2014 | |
| | |
(unaudited; in millions) | |
| Cash provided by operating activities: | |
| | | |
| | |
| Net income | |
$ | 341.8 | | |
$ | 385.7 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 394.8 | | |
| 336.0 | |
| Derivative fair value net losses | |
| 40.0 | | |
| 62.7 | |
| Inventory market price adjustments | |
| 5.4 | | |
| 4.8 | |
| Goodwill impairment | |
| 246.7 | | |
| - | |
| Environmental costs, net of recoveries | |
| 0.7 | | |
| 81.5 | |
| Distributions from investments in joint ventures | |
| 20.5 | | |
| 6.1 | |
| Equity earnings from investments in joint ventures | |
| (20.5 | ) | |
| (7.1 | ) |
| Income taxes | |
| 2.1 | | |
| 4.7 | |
| Loss on sales of assets | |
| 3.2 | | |
| - | |
| Allowance for equity used during construction | |
| (54.0 | ) | |
| (47.8 | ) |
| Asset impairment | |
| 12.3 | | |
| - | |
| Other | |
| 7.7 | | |
| 13.0 | |
| Changes in operating assets and liabilities, net of acquisitions: | |
| | | |
| | |
| Receivables, trade and other | |
| 36.2 | | |
| 0.9 | |
| Due from General Partner and affiliates | |
| (28.1 | ) | |
| 15.3 | |
| Accrued receivables | |
| 216.2 | | |
| 27.7 | |
| Inventory | |
| 0.5 | | |
| (131.0 | ) |
| Current and long-term other assets | |
| (33.6 | ) | |
| (28.7 | ) |
| Due to General Partner and affiliates | |
| 80.5 | | |
| (23.4 | ) |
| Accounts payable and other | |
| (11.5 | ) | |
| (93.1 | ) |
| Environmental liabilities | |
| (34.5 | ) | |
| (116.7 | ) |
| Accrued purchases | |
| (175.1 | ) | |
| (28.6 | ) |
| Interest payable | |
| 0.3 | | |
| 5.9 | |
| Property and other taxes payable | |
| 2.7 | | |
| 23.8 | |
| Net cash provided by operating activities | |
| 1,054.3 | | |
| 491.7 | |
| | |
| | | |
| | |
| Cash used in investing activities: | |
| | | |
| | |
| Additions to property, plant and equipment | |
| (1,556.2 | ) | |
| (2,055.8 | ) |
| Acquisitions | |
| (85.0 | ) | |
| - | |
| Changes in restricted cash | |
| 65.8 | | |
| 31.2 | |
| Proceeds from sales of assets | |
| 5.3 | | |
| - | |
| Investments in joint ventures | |
| (3.0 | ) | |
| (35.4 | ) |
| Distributions from investments in joint ventures in excess of cumulative earnings | |
| 9.5 | | |
| 27.0 | |
| Other | |
| (2.9 | ) | |
| (0.7 | ) |
| Net cash used in investing activities | |
| (1,566.5 | ) | |
| (2,033.7 | ) |
| | |
| | | |
| | |
| Cash provided by financing activities: | |
| | | |
| | |
| Net proceeds from unit issuances | |
| 294.8 | | |
| - | |
| Distributions to partners | |
| (619.9 | ) | |
| (544.2 | ) |
| Repayments to General Partner | |
| (306.0 | ) | |
| (12.0 | ) |
| Proceeds from issuance of long-term debt, net of discounts | |
| - | | |
| 398.1 | |
| Net borrowings (repayments) under credit facilities | |
| 785.0 | | |
| 30.0 | |
| Net commercial paper borrowings (repayments) | |
| (291.0 | ) | |
| 799.8 | |
| Contributions from noncontrolling interest | |
| 740.6 | | |
| 1,083.0 | |
| Distributions to noncontrolling interest | |
| (178.7 | ) | |
| (80.9 | ) |
| Net cash provided by financing activities | |
| 424.8 | | |
| 1,673.8 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
| (87.4 | ) | |
| 131.8 | |
| Cash and cash equivalents at beginning of year | |
| 197.9 | | |
| 164.8 | |
| Cash and cash equivalents at end of period | |
$ | 110.5 | | |
$ | 296.6 | |
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | |
September 30, | | |
December 31, | |
| | |
2015 | | |
2014 | |
| ASSETS | |
(unaudited; in millions) | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 110.5 | | |
$ | 197.9 | |
| Restricted cash | |
| 46.2 | | |
| 97.0 | |
| Receivables, trade and other, net of allowance for doubtful accounts of $1.6 million | |
| | | |
| | |
| and $1.8 million at September 30, 2015 and December 31, 2014, respectively | |
| 9.8 | | |
| 46.2 | |
| Due from General Partner and affiliates | |
| 69.9 | | |
| 41.4 | |
| Accrued receivables | |
| 44.1 | | |
| 260.3 | |
| Inventory | |
| 88.3 | | |
| 94.2 | |
| Other current assets | |
| 193.8 | | |
| 218.4 | |
| | |
| 562.6 | | |
| 955.4 | |
| Property, plant and equipment, net | |
| 17,006.4 | | |
| 15,692.7 | |
| Goodwill | |
| - | | |
| 246.7 | |
| Intangible assets, net | |
| 284.3 | | |
| 254.8 | |
| Other assets, net | |
| 553.6 | | |
| 597.3 | |
| | |
$ | 18,406.9 | | |
$ | 17,746.9 | |
| LIABILITIES AND PARTNERS’ CAPITAL | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Due to General Partner and affiliates | |
$ | 225.4 | | |
$ | 143.7 | |
| Accounts payable and other | |
| 903.5 | | |
| 777.7 | |
| Environmental liabilities | |
| 101.6 | | |
| 141.7 | |
| Accrued purchases | |
| 200.6 | | |
| 375.7 | |
| Interest payable | |
| 74.7 | | |
| 74.6 | |
| Property and other taxes payable | |
| 99.2 | | |
| 96.5 | |
| Note payable to General Partner | |
| - | | |
| 306.0 | |
| | |
| 1,605.0 | | |
| 1,915.9 | |
| | |
| | | |
| | |
| Long-term debt | |
| 7,169.8 | | |
| 6,675.2 | |
| Due to General Partner and affiliates | |
| 215.8 | | |
| 148.3 | |
| Other long-term liabilities | |
| 357.0 | | |
| 278.1 | |
| | |
| 9,347.6 | | |
| 9,017.5 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| Partners’ capital: | |
| | | |
| | |
| Series 1 preferred units (48,000,000 authorized and issued at September 30, 2015 and | |
| | | |
| | |
| December 31, 2014) | |
| 1,185.7 | | |
| 1,175.6 | |
| Class D units (66,100,000 authorized and issued at September 30, 2015 and | |
| | | |
| | |
| December 31, 2014) | |
| 2,517.6 | | |
| 2,516.8 | |
| Class E units (18,114,975 authorized and issued at September 30, 2015) | |
| 778.3 | | |
| - | |
| Class A common units (262,208,428 and 254,208,428 authorized and issued at | |
| | | |
| | |
| September 30, 2015 and December 31, 2014, respectively) | |
| - | | |
| 235.5 | |
| Class B common units (7,825,500 authorized and issued at September 30, 2015 | |
| | | |
| | |
| and December 31, 2014) | |
| - | | |
| - | |
| i-units (71,742,557 and 68,305,187 authorized and issued at September 30, 2015 and | |
| | | |
| | |
| December 31, 2014, respectively) | |
| 399.6 | | |
| 712.6 | |
| Incentive distribution units (1,000 authorized and issued at September 30, 2015 and | |
| | | |
| | |
| December 31, 2014) | |
| 494.9 | | |
| 493.0 | |
| General Partner | |
| 169.5 | | |
| 198.3 | |
| Accumulated other comprehensive loss | |
| (388.7 | ) | |
| (211.4 | ) |
| Total Enbridge Energy Partners, L.P. partners’ capital | |
| 5,156.9 | | |
| 5,120.4 | |
| Noncontrolling interest | |
| 3,902.4 | | |
| 3,609.0 | |
| Total partners’ capital | |
| 9,059.3 | | |
| 8,729.4 | |
| | |
$ | 18,406.9 | | |
$ | 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 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, refer to Note 9. Partners’ Capital.
We determined basic and diluted net income per limited partner unit as follows:
| | |
For the three months | | |
For the nine months | |
| | |
ended September 30, | | |
ended September 30, | |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| | |
(in millions, except per unit amounts) | |
| Net income | |
$ | 184.5 | | |
$ | 117.5 | | |
$ | 341.8 | | |
$ | 385.7 | |
| Less Net loss attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| (77.8 | ) | |
| (70.7 | ) | |
| (139.1 | ) | |
| (149.4 | ) |
| Series 1 preferred unit distributions | |
| (22.5 | ) | |
| (22.5 | ) | |
| (67.5 | ) | |
| (67.5 | ) |
| Accretion of discount on Series 1 preferred units | |
| (2.1 | ) | |
| (3.8 | ) | |
| (10.1 | ) | |
| (11.1 | ) |
| Net income attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| interests in Enbridge Energy Partners, L.P. | |
| 82.1 | | |
| 20.5 | | |
| 125.1 | | |
| 157.7 | |
| Less distributions: | |
| | | |
| | | |
| | | |
| | |
| Incentive distributions | |
| (5.3 | ) | |
| (1.4 | ) | |
| (13.8 | ) | |
| (35.9 | ) |
| Distributed earnings attributed to our General Partner | |
| (5.1 | ) | |
| (4.5 | ) | |
| (15.3 | ) | |
| (12.6 | ) |
| Distributed earnings attributed to Class D and Class E units | |
| (49.1 | ) | |
| (33.1 | ) | |
| (146.2 | ) | |
| (69.8 | ) |
| Total distributed earnings to our General Partner, Class D and | |
| | | |
| | | |
| | | |
| | |
| Class E units and IDUs | |
| (59.5 | ) | |
| (39.0 | ) | |
| (175.3 | ) | |
| (118.3 | ) |
| Total distributed earnings attributed to our common units and | |
| | | |
| | | |
| | | |
| | |
| i-units | |
| (199.2 | ) | |
| (182.8 | ) | |
| (591.2 | ) | |
| (542.7 | ) |
| Total distributed earnings | |
| (258.7 | ) | |
| (221.8 | ) | |
| (766.5 | ) | |
| (661.0 | ) |
| Overdistributed earnings | |
$ | (176.6 | ) | |
$ | (201.3 | ) | |
$ | (641.4 | ) | |
$ | (503.3 | ) |
| Weighted average common units and i-units outstanding | |
| 341.1 | | |
| 328.8 | | |
| 337.9 | | |
| 327.6 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted earnings per unit: | |
| | | |
| | | |
| | | |
| | |
| Distributed earnings per common unit and i-unit (1) | |
$ | 0.58 | | |
$ | 0.56 | | |
$ | 1.75 | | |
$ | 1.66 | |
| Overdistributed earnings per common unit and i-unit (2) | |
| (0.51 | ) | |
| (0.60 | ) | |
| (1.86 | ) | |
| (1.51 | ) |
| Net income (loss) per common unit and i-unit (basic and diluted) (3) | |
$ | 0.07 | | |
$ | (0.04 | ) | |
$ | (0.11 | ) | |
$ | 0.15 | |
| (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 nine
months ended September 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
months ended September 30, 2014, 43,201,310 anti-dilutive Preferred units and 66,100,000 anti-dilutive Class D units were excluded
from the if-converted method of calculating diluted earnings per unit. For the nine months ended September 30, 2014, 43,201,310
anti-dilutive Preferred units and 22,275,458 anti-dilutive Class D 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:
The following tables
present certain financial information relating to our business segments and corporate activities:
| | |
For the three months ended September 30, 2015 | |
| | |
Liquids | | |
Natural Gas | | |
Corporate (1) | | |
Total | |
| | |
(in millions) | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | |
| Commodity sales | |
$ | - | | |
$ | 609.9 | | |
$ | - | | |
$ | 609.9 | |
| Transportation and other services | |
| 606.7 | | |
| 51.1 | | |
| - | | |
| 657.8 | |
| | |
| 606.7 | | |
| 661.0 | (2) | |
| - | | |
| 1,267.7 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity costs | |
| - | | |
| 522.7 | | |
| - | | |
| 522.7 | |
| Environmental costs, net of recoveries | |
| 1.1 | | |
| - | | |
| - | | |
| 1.1 | |
| Operating and administrative | |
| 183.2 | | |
| 94.1 | | |
| 3.3 | | |
| 280.6 | |
| Power | |
| 71.6 | | |
| - | | |
| - | | |
| 71.6 | |
| Depreciation and amortization | |
| 97.7 | | |
| 39.2 | | |
| - | | |
| 136.9 | |
| | |
| 353.6 | | |
| 656.0 | | |
| 3.3 | | |
| 1,012.9 | |
| Operating income (loss) | |
| 253.1 | | |
| 5.0 | | |
| (3.3 | ) | |
| 254.8 | |
| Interest expense, net | |
| - | | |
| - | | |
| (88.2 | ) | |
| (88.2 | ) |
| Allowance for equity used during construction | |
| - | | |
| - | | |
| 13.7 | | |
| 13.7 | |
| Other income | |
| - | | |
| 8.9 | (3) | |
| (0.1 | ) | |
| 8.8 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income (loss) before income tax expense | |
| 253.1 | | |
| 13.9 | | |
| (77.9 | ) | |
| 189.1 | |
| Income tax expense | |
| - | | |
| - | | |
| (4.6 | ) | |
| (4.6 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| 253.1 | | |
| 13.9 | | |
| (82.5 | ) | |
| 184.5 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| - | | |
| - | | |
| 77.8 | | |
| 77.8 | |
| Series 1 preferred unit distributions | |
| - | | |
| - | | |
| 22.5 | | |
| 22.5 | |
| Accretion of discount on Series 1 preferred units | |
| - | | |
| - | | |
| 2.1 | | |
| 2.1 | |
| Net income (loss) attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| ownership interests in Enbridge Energy Partners, L.P. | |
$ | 253.1 | | |
$ | 13.9 | | |
$ | (184.9 | ) | |
$ | 82.1 | |
| (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 September 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 September 30, 2014 | |
| | |
Liquids | | |
Natural Gas | | |
Corporate (1) | | |
Total | |
| | |
(in millions) | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | |
| Commodity sales | |
$ | - | | |
$ | 1,347.0 | | |
$ | - | | |
$ | 1,347.0 | |
| Transportation and other services | |
| 542.9 | | |
| 52.4 | | |
| - | | |
| 595.3 | |
| | |
| 542.9 | | |
| 1,399.4 | | |
| - | | |
| 1,942.3 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity costs | |
| - | | |
| 1,238.2 | | |
| - | | |
| 1,238.2 | |
| Environmental costs, net of recoveries | |
| 50.1 | | |
| - | | |
| - | | |
| 50.1 | |
| Operating and administrative | |
| 126.5 | | |
| 105.0 | | |
| 3.8 | | |
| 235.3 | |
| Power | |
| 59.5 | | |
| - | | |
| - | | |
| 59.5 | |
| Depreciation and amortization | |
| 79.3 | | |
| 39.5 | | |
| - | | |
| 118.8 | |
| | |
| 315.4 | | |
| 1,382.7 | | |
| 3.8 | | |
| 1,701.9 | |
| Operating income (loss) | |
| 227.5 | | |
| 16.7 | | |
| (3.8 | ) | |
| 240.4 | |
| Interest expense, net | |
| - | | |
| - | | |
| (137.1 | ) | |
| (137.1 | ) |
| Allowance for equity used during construction | |
| - | | |
| - | | |
| 14.5 | | |
| 14.5 | |
| Other income (expense) (2) | |
| - | | |
| 6.1 | | |
| (4.3 | ) | |
| 1.8 | |
| Income (loss) before income tax expense | |
| 227.5 | | |
| 22.8 | | |
| (130.7 | ) | |
| 119.6 | |
| Income tax expense | |
| - | | |
| - | | |
| (2.1 | ) | |
| (2.1 | ) |
| Net income (loss) | |
| 227.5 | | |
| 22.8 | | |
| (132.8 | ) | |
| 117.5 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| - | | |
| - | | |
| 70.7 | | |
| 70.7 | |
| Series 1 preferred unit distributions | |
| - | | |
| - | | |
| 22.5 | | |
| 22.5 | |
| Accretion of discount on Series 1 preferred units | |
| - | | |
| - | | |
| 3.8 | | |
| 3.8 | |
| Net income (loss) attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| ownership interests in Enbridge Energy Partners, L.P. | |
$ | 227.5 | | |
$ | 22.8 | | |
$ | (229.8 | ) | |
$ | 20.5 | |
| (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. |
| | |
As of and for the nine months ended September 30, 2015 | |
| | |
Liquids | | |
Natural Gas | | |
Corporate (1) | | |
Total | |
| | |
(in millions) | |
| Operating revenues: (2) | |
| | | |
| | | |
| | | |
| | |
| Commodity sales | |
$ | - | | |
$ | 2,163.7 | | |
$ | - | | |
$ | 2,163.7 | |
| Transportation and other services | |
| 1,694.8 | | |
| 150.9 | | |
| - | | |
| 1,845.7 | |
| | |
| 1,694.8 | | |
| 2,314.6 | | |
| - | | |
| 4,009.4 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity costs | |
| - | | |
| 1,972.4 | | |
| - | | |
| 1,972.4 | |
| Environmental costs, net of recoveries | |
| 1.1 | | |
| - | | |
| - | | |
| 1.1 | |
| Operating and administrative | |
| 429.9 | | |
| 264.1 | | |
| 10.9 | | |
| 704.9 | |
| Power | |
| 192.4 | | |
| - | | |
| - | | |
| 192.4 | |
| Goodwill impairment | |
| - | | |
| 246.7 | | |
| - | | |
| 246.7 | |
| Asset impairment | |
| - | | |
| 12.3 | | |
| - | | |
| 12.3 | |
| Depreciation and amortization | |
| 276.5 | | |
| 118.3 | | |
| - | | |
| 394.8 | |
| | |
| 899.9 | | |
| 2,613.8 | | |
| 10.9 | | |
| 3,524.6 | |
| Operating income (loss) | |
| 794.9 | | |
| (299.2 | ) | |
| (10.9 | ) | |
| 484.8 | |
| Interest expense, net | |
| - | | |
| - | | |
| (214.5 | ) | |
| (214.5 | ) |
| Allowance for equity used during construction | |
| - | | |
| - | | |
| 54.0 | | |
| 54.0 | |
| Other income | |
| - | | |
| 20.5 | (3) | |
| 0.2 | | |
| 20.7 | |
| Income (loss) before income tax expense | |
| 794.9 | | |
| (278.7 | ) | |
| (171.2 | ) | |
| 345.0 | |
| Income tax expense | |
| - | | |
| - | | |
| (3.2 | ) | |
| (3.2 | ) |
| Net income (loss) | |
| 794.9 | | |
| (278.7 | ) | |
| (174.4 | ) | |
| 341.8 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| - | | |
| - | | |
| 139.1 | | |
| 139.1 | |
| Series 1 preferred unit distributions | |
| - | | |
| - | | |
| 67.5 | | |
| 67.5 | |
| Accretion of discount on Series 1 preferred units | |
| - | | |
| - | | |
| 10.1 | | |
| 10.1 | |
| Net income (loss) attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| ownership interests in Enbridge Energy Partners, L.P. | |
$ | 794.9 | | |
$ | (278.7 | ) | |
$ | (391.1 | ) | |
$ | 125.1 | |
| Total assets | |
$ | 13,059.7 | | |
$ | 5,177.5 | (4) | |
$ | 169.7 | | |
$ | 18,406.9 | |
| Capital expenditures (excluding acquisitions) | |
$ | 1,485.4 | | |
$ | 143.8 | | |
$ | 3.5 | | |
$ | 1,632.7 | |
| (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 nine months ended September 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 $373.7 million for our equity investment in the Texas Express NGL system. |
| | |
As of and for the nine months ended September 30, 2014 | |
| | |
| | |
| | |
| | |
| |
| | |
Liquids | | |
Natural Gas | | |
Corporate (1) | | |
Total | |
| | |
(in millions) | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | |
| Commodity sales | |
$ | - | | |
$ | 4,288.9 | | |
$ | - | | |
$ | 4,288.9 | |
| Transportation and other services | |
| 1,449.9 | | |
| 154.2 | | |
| - | | |
| 1,604.1 | |
| | |
| 1,449.9 | | |
| 4,443.1 | | |
| - | | |
| 5,893.0 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Commodity costs | |
| - | | |
| 3,986.7 | | |
| - | | |
| 3,986.7 | |
| Environmental costs, net of recoveries | |
| 93.3 | | |
| - | | |
| - | | |
| 93.3 | |
| Operating and administrative | |
| 352.5 | | |
| 317.5 | | |
| 6.9 | | |
| 676.9 | |
| Power | |
| 164.1 | | |
| - | | |
| - | | |
| 164.1 | |
| Depreciation and amortization | |
| 222.7 | | |
| 113.3 | | |
| - | | |
| 336.0 | |
| | |
| 832.6 | | |
| 4,417.5 | | |
| 6.9 | | |
| 5,257.0 | |
| Operating income (loss) | |
| 617.3 | | |
| 25.6 | | |
| (6.9 | ) | |
| 636.0 | |
| Interest expense, net | |
| - | | |
| - | | |
| (294.2 | ) | |
| (294.2 | ) |
| Allowance for equity used during construction | |
| - | | |
| - | | |
| 47.8 | | |
| 47.8 | |
| Other income (expense) | |
| - | | |
| 7.1 | (2) | |
| (4.9 | ) | |
| 2.2 | |
| Income (loss) before income tax expense | |
| 617.3 | | |
| 32.7 | | |
| (258.2 | ) | |
| 391.8 | |
| Income tax expense | |
| - | | |
| - | | |
| (6.1 | ) | |
| (6.1 | ) |
| Net income (loss) | |
| 617.3 | | |
| 32.7 | | |
| (264.3 | ) | |
| 385.7 | |
| Less: Net income attributable to: | |
| | | |
| | | |
| | | |
| | |
| Noncontrolling interest | |
| - | | |
| - | | |
| 149.4 | | |
| 149.4 | |
| Series 1 preferred unit distributions | |
| - | | |
| - | | |
| 67.5 | | |
| 67.5 | |
| Accretion of discount on Series 1 preferred units | |
| - | | |
| - | | |
| 11.1 | | |
| 11.1 | |
| Net income (loss) attributable to general and limited partner | |
| | | |
| | | |
| | | |
| | |
| ownership interests in Enbridge Energy Partners, L.P. | |
$ | 617.3 | | |
$ | 32.7 | | |
$ | (492.3 | ) | |
$ | 157.7 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
$ | 11,252.8 | | |
$ | 5,461.9 | (3) | |
$ | 232.4 | | |
$ | 16,947.1 | |
| | |
| | | |
| | | |
| | | |
| | |
| Capital expenditures (excluding acquisitions) | |
$ | 1,861.3 | | |
$ | 158.4 | | |
$ | 3.2 | | |
$ | 2,022.9 | |
| (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. |
| (3) | Total assets for our Natural Gas segment includes $380.2
million for our equity investment in the Texas Express NGL system. |
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