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Enbridge Energy Management LLC 10-Q 2010
FORM 10-Q For the quarterly period ended June 30, 2010
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-31383

 

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   61-1414604

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1100 Louisiana, Suite 3300

Houston, TX 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 821-2000

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large Accelerated Filer

 

¨

  

Accelerated Filer

 

x

Non-accelerated Filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The Registrant had 17,024,589 Listed Shares outstanding as of July 27, 2010.

DOCUMENTS INCORPORATED BY REFERENCE:

Quarterly Report on Form 10-Q of Enbridge Energy Partners, L.P. for the quarterly period ended June 30, 2010.

 

 

 


Table of Contents

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

Item 1.

  

Financial Statements

   1
  

Statements of Income for the three and six month periods ended June 30, 2010 and 2009

   1
  

Statements of Comprehensive Income for the three and six month periods ended June 30, 2010 and 2009

   2
  

Statements of Cash Flows for the six month periods ended June 30, 2010 and 2009

   3
  

Statements of Financial Position as of June 30, 2010 and December 31, 2009

   4
  

Notes to the Financial Statements

   5

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   7

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   9

Item 4.

  

Controls and Procedures

   9
PART II. OTHER INFORMATION

Item 1.

  

Legal Proceedings

   10

Item 1A.

  

Risk Factors

   10

Item 6.

  

Exhibits

   10

Signatures

   11

Exhibits

   12

In this report, unless the context requires otherwise, reference to “we,” “us,” “our,” the “Company” or “Enbridge Management” are intended to mean Enbridge Energy Management, L.L.C.

This Quarterly Report on Form 10-Q contains forward-looking statements, which are typically identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “project,” “strategy,” ”target,” “could,” “should” or “will” and similar words or statements, express or implied, suggesting future outcomes or an outlook or the negative of those terms. Although we believe that these forward-looking statements are reasonable based on the information available on the dates these statements are made and processes used to prepare the information, these statements are not guarantees of future performance, and we caution you not to place undue reliance on these statements. By their nature, these statements involve a variety of assumptions, unknown risks, uncertainties and other factors, which may cause actual results, levels of activity and performance to differ materially from those expressed or implied by these statements.

Our forward-looking statements are subject to risks and uncertainties pertaining to operating performance including but not limited to those risks and uncertainties discussed in this Quarterly Report on Form 10-Q and our other reports that we have filed or will file with the Securities and Exchange Commission, or SEC. Additionally, risk and uncertainties affecting Enbridge Energy Partners, L.P., or the Partnership, will directly affect our results of operations, financial position and cash flows and could cause our actual results to differ from the forward-looking statements herein. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and our future course of action depends on our management’s assessment of all information available at the relevant time. Except to the extent required by law, we assume no obligation to publicly update or revise any forward-looking statements made herein whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements, as such may be updated in our future filings with the SEC. For additional discussion of risks ,uncertainties and assumptions, see “Risk Factors” included in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009 and in Part II, Item 1A of this Quarterly Report on Form 10-Q. Also see “Information Regarding Forward-looking Statements” and “Item 1.A Risk Factors” included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009 and its subsequently filed quarterly reports on Form 10-Q and other reports filed with the SEC under the Securities Exchange Act of 1934, as amended, (the “Exchange Act,”) for a discussion of risks to the Partnership that also may affect us.


Table of Contents

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

STATEMENTS OF INCOME

 

     For the three month period
ended June 30,
   For the six month period
ended June 30,
         2010            2009            2010            2009    
     (unaudited; in millions, except per share amounts)

Equity income from investment in Enbridge Energy Partners, L.P.  

   $ 17.3    $ 13.6    $ 31.3    $ 21.0
                           

Income before income tax expense

     17.3      13.6      31.3      21.0

Income tax expense

     6.4      5.0      11.5      7.7
                           

Net income

   $ 10.9    $ 8.6    $ 19.8    $ 13.3
                           

Net income per share, basic and diluted

   $ 0.64    $ 0.55    $ 1.19    $ 0.88
                           

Weighted average shares outstanding

     16.9      15.5      16.7      15.2
                           

 

 

The accompanying notes are an integral part of these financial statements.

 

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.

STATEMENTS OF COMPREHENSIVE INCOME

 

     For the three month period
ended June 30,
    For the six month period
ended June 30,
 
           2010                 2009                 2010                 2009        
     (unaudited; in millions)  

Net income

   $ 10.9      $ 8.6      $ 19.8      $ 13.3   

Equity in other comprehensive income of Enbridge Energy Partners, L.P., net of tax benefit of $2.8, $4.0, $2.4 and $3.7, respectively

     (4.5     (6.8     (4.0     (6.4
                                

Comprehensive income

   $ 6.4      $ 1.8      $ 15.8      $ 6.9   
                                

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.

STATEMENTS OF CASH FLOWS

 

     For the six month period
ended June 30,
 
           2010                 2009        
     (unaudited; in millions)  

Cash flows from operating activities

    

Net income

   $ 19.8      $ 13.3   

Adjustments to reconcile net income to net cash flows from operating activities:

    

Equity income from investment in Enbridge Energy Partners, L.P.  

     (31.3     (21.0

Changes in operating assets and liabilities, net of cash acquired:

    

Due from affiliates

     —          (0.1

Due to affiliates

     —          0.1   

Deferred income taxes

     11.5        7.7   
                

Net cash flows from operating activities

     —          —     
                

Net cash flows from investing activities

     —          —     
                

Net cash flows from financing activities

     —          —     
                

Net change in cash and cash equivalents

     —          —     

Cash and cash equivalents at beginning of year

     —          —     
                

Cash and cash equivalents at end of period

   $ —        $ —     
                

 

 

The accompanying notes are an integral part of these financial statements.

 

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.

STATEMENTS OF FINANCIAL POSITION

 

     June 30,
        2010         
    December 31,
        2009         
 
     (unaudited; dollars in millions)  
ASSETS     

Due from affiliates

   $ 0.1      $ 0.1   

Investment in Enbridge Energy Partners, L.P.  

     593.4        567.8   
                
   $ 593.5      $ 567.9   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Due to affiliates

   $ 0.1      $ 0.1   

Deferred income tax liability

     96.5        87.1   
                
     96.6        87.2   
                

Stockholders’ equity

    

Voting shares-unlimited authorized; 1.89 and 1.82 issued and outstanding at June 30, 2010 and December 31, 2009, respectively

     —          —     

Listed shares-unlimited authorized; 17,024,589 and 16,388,865 issued and outstanding at June 30, 2010 and December 31, 2009, respectively

     695.6        662.3   

Accumulated deficit

     (181.6     (168.5

Accumulated other comprehensive income (loss)

     (17.1     (13.1
                
     496.9        480.7   
                
   $ 593.5      $ 567.9   
                

 

 

The accompanying notes are an integral part of these financial statements.

 

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS (unaudited)

1. BASIS OF PRESENTATION

We are a limited partner of Enbridge Energy Partners, L.P., or the Partnership, through our ownership of i-units, a special class of the Partnership’s limited partner interests. We have prepared the accompanying unaudited interim financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly our financial position at June 30, 2010, our results of operations for the three and six month periods ended June 30, 2010 and 2009 and our cash flows for the six month periods ended June 30, 2010 and 2009. We derived our statement of financial position as of December 31, 2009 from the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Our results of operations for the three and six month periods ended June 30, 2010 should not be taken as indicative of the results to be expected for the full year. The interim financial statements should be read in conjunction with our financial statements and notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Our results of operations, financial position and cash flows are dependent on the results of operations, financial position and cash flows of the Partnership. As a result, you should also read these interim financial statements in conjunction with the Partnership’s consolidated financial statements and notes thereto presented in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as the Partnership’s interim consolidated financial statements presented in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

2. SHARE DISTRIBUTION

The following table sets forth the details regarding our share distributions, as approved by our board of directors for the six month period ended June 30, 2010:

 

Distribution
Declaration Date

  Record Date  

Distribution
Payment Date

  Distribution
per Unit
of the
Partnership
  Average
Closing
Price of
the Listed
Shares
  Additional
i-units
owned
  Listed
Shares
distributed
to Public
  Listed
Shares
distributed
to General
Partner (1)

April 28, 2010

  May 7, 2010   May 14, 2010   $ 1.0025   $ 51.57   324,614   268,708   55,906

January 29, 2010

  February 5, 2010   February 12, 2010     0.990     52.15   311,110   257,530   53,580

 

(1)

Enbridge Energy Company, Inc., is the general partner of the Partnership, which we refer to as the General Partner.

We had non-cash operating activities in the form of i-units distributed to us by the Partnership and corresponding non-cash financing activities in the form of share distributions to our shareholders in the amounts of $32.9 million and $29.7 million during the six month periods ended June 30, 2010 and 2009, respectively.

3. CAPITAL ACCOUNT ADJUSTMENTS ON ISSUANCES OF COMMON UNITS BY ENBRIDGE ENERGY PARTNERS, L.P.

The Partnership records an adjustment to the carrying value of its book capital accounts when it issues additional common units and the new issuance price per unit is greater than or less than the average cost per unit for each class of units. We refer to these adjustments as capital account adjustments. We recognize any capital account adjustments recorded by the Partnership to the book capital account it maintains for our i-units by increasing or decreasing our investment in the Partnership and recording a corresponding capital account

 

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS (unaudited)—(Continued)

 

adjustment directly to “Stockholders’ equity” on our statements of financial position in conjunction with our adoption of the authoritative accounting guidance for noncontrolling interests in consolidated financial statements.

In June 2010, the Partnership entered into an Equity Distribution Agreement, or EDA, for the issue and sale from time to time of its Class A common units up to an aggregate amount of $150.0 million. The Partnership issued 287,345 Class A common units at an average sales price of $52.52 per unit, for proceeds of approximately $14.8 million, net of commissions and issuance costs for the three and six month periods ended June 30, 2010. Our ownership interest in the Partnership remained the same at 14.1 percent, immediately prior to and following the issuances. We increased the book value of our investment in the Partnership by $0.7 million as a result of the capital account adjustments recorded by the Partnership in connection with the sale and issuance of its Class A common units, with an offsetting entry recorded to “Stockholders’ equity.”

4. SUMMARIZED FINANCIAL INFORMATION FOR ENBRIDGE ENERGY PARTNERS, L.P.

 

     For the three month period
ended June 30,
   For the six month period
ended June 30,
            2010                  2009                  2010                  2009       
     (unaudited; in millions)

Operating revenues

   $ 1,747.4    $ 1,299.3    $ 3,678.6    $ 2,740.5

Operating expenses

     1,520.8      1,122.0      3,281.2      2,441.2
                           

Operating income

   $ 226.6    $ 177.3    $ 397.4    $ 299.3
                           

Income from continuing operations

   $ 154.5    $ 117.5    $ 280.6    $ 185.7

Income from discontinued operations

     —        —        —        0.4
                           

Net income

     154.5      117.5      280.6      186.1

Less: Net income attributable to noncontrolling interest

     14.5      —        25.2      —  
                           

Net income attributable to Enbridge Energy Partners, L.P.  

   $ 140.0    $ 117.5    $ 255.4    $ 186.1
                           

We owned approximately 14.1 percent and 13.2 percent of the Partnership at June 30, 2010 and 2009, respectively.

5. SUBSEQUENT EVENTS

Share Distribution

On July 23, 2010, our board of directors declared a share distribution payable on August 13, 2010 to shareholders of record as of August 5, 2010 based on the $1.0275 per limited partner unit distribution declared by the Partnership. The Partnership’s distribution increases the number of i-units we own. The amount of this increase is calculated by dividing the cash amount distributed by the Partnership per common unit, by the average closing price of one of our listed shares on the New York Stock Exchange, or NYSE, for the 10-trading day period immediately preceding the ex-dividend date for our shares, multiplied by the number of shares outstanding on the record date. We distribute additional Listed Shares to our listed shareholders and additional shares to the general partner in respect of these additional i-units.

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Our results of operations consist of our share of earnings of Enbridge Energy Partners, L.P., or the Partnership, attributed to the i-units we own. At June 30, 2010 and 2009, through our ownership of i-units, we had an approximate 14.1 percent and 13.2 percent limited partner interest in the Partnership, respectively. Our percentage ownership of the Partnership will change over time as the number of i-units we own becomes a different percentage of the total limited partner interests outstanding due to our ownership of additional i-units and other issuances of limited partner interests by the Partnership.

The information set forth under “Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 is hereby incorporated by reference, as our results of operations, financial position and cash flows are dependent on the results of operations, financial position and cash flows of the Partnership.

The following table presents the Partnership’s allocation of net income to Enbridge Energy Company, Inc., the general partner of the Partnership, referred to as the general partner, and limited partners for the periods presented.

 

    For the three month period
ended June 30,
  For the six month period
ended June 30,
            2010                   2009                   2010                   2009        
    (unaudited; in millions)

Net income attributable to general and limited partner ownership interests in Enbridge Energy Partners, L.P.  

  $ 140.0   $ 117.5   $ 255.4   $ 186.1

Less: Net income allocated to the general partner

    18.5     14.9     33.6     28.8
                       

Net income allocated to limited partners

  $ 121.5   $ 102.6   $ 221.8   $ 157.3
                       

Our net income of $10.9 million and $8.6 million for the three month periods ended June 30, 2010 and 2009, respectively, and $19.8 million and $13.3 million for the six month periods ended June 30, 2010 and 2009, respectively, represents equity in earnings attributable to the i-units that we own reduced by deferred income tax expense. Deferred income tax expense is calculated based on the difference between the accounting and tax basis of our investment in the Partnership and the combined federal and state income tax rate of 36.8% and 36.7% for the three and six month periods ended June 30, 2010 and 2009, respectively, applied to our share of the earnings of the Partnership for the respective periods.

For the three months ended June 30, 2010, our net income increased by $2.3 million as compared to the same period in 2009. The increase is primarily attributable to the $3.7 million increase in equity income from the Partnership resulting from the increase in its net income in relation to the same period in 2009. This increase was offset by an additional $1.4 million of income taxes associated with the increase in our net income.

For the six months ended June 30, 2010, our net income increased by $6.5 million as compared to the same period in 2009. The components comprising our net income changed during the six month period ended June 30, 2010 compared with the same period in 2009 for the same reasons as noted above in the three-month analysis.

The Partnership records an adjustment to the carrying value of its book capital accounts when it issues additional common units and the new issuance price per unit is greater than or less than the average cost per unit for each class of units. We refer to these adjustments as capital account adjustments. We recognize any capital account adjustments recorded by the Partnership to the book capital account it maintains for our i-units by increasing or decreasing our investment in the Partnership and recording a corresponding capital account adjustment directly to “Stockholders’ equity” on our statements of financial position in conjunction with our adoption of the authoritative accounting guidance for noncontrolling interests in consolidated financial statements.

 

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In June 2010, the Partnership entered into an Equity Distribution Agreement, or EDA, for the issue and sale from time to time of its Class A common units up to an aggregate amount of $150.0 million. The Partnership issued 287,345 Class A common units at an average sales price of $52.52 per unit, for proceeds of approximately $14.8 million, net of commissions and issuance costs for the three and six month periods ended June 30, 2010. Our ownership interest in the Partnership remained the same at 14.1 percent immediately prior to and following the issuances. We increased the book value of our investment in the Partnership by $0.7 million as a result of the capital account adjustments recorded by the Partnership in connection with the sale and issuance of its Class A common units, with an offsetting entry recorded to “Stockholders’ equity.”

LIQUIDITY AND CAPITAL RESOURCES

Our authorized capital structure consists of two classes of membership interests: (1) our Listed Shares, which represent limited liability company interests with limited voting rights, and (2) our voting shares, which represent limited liability company interests with full voting rights. At June 30, 2010, our issued capitalization consisted of $695.6 million associated with our 17,024,589 Listed Shares outstanding.

The number of our shares outstanding, including the voting shares owned by the general partner, will at all times equal the number of i-units we own in the Partnership. Typically, the general partner and owners of the Partnership’s Class A and B common units will receive distributions from the Partnership in cash. Instead of receiving cash distributions on the i-units we own, however, we receive additional i-units under the terms of the Partnership’s limited partnership agreement. The amount of additional i-units we receive is calculated by dividing the amount of the cash distribution paid by the Partnership on each of its Class A and B common units by the average closing price of one of our Listed Shares on the New York Stock Exchange, or NYSE, for the 10-trading day period immediately preceding the ex-dividend date for our shares, multiplied by the number of our shares outstanding on the record date. We make share distributions to our shareholders concurrently with the i-unit distributions we receive from the Partnership that increases the number of i-units we own. As a result of our share distributions, the number of shares outstanding is equal to the number of i-units that we own in the Partnership.

INCOME TAXES

Our income tax expense of $6.4 million and $11.5 million for the three and six month periods ended June 30, 2010, respectively, is $1.4 million and $3.8 million more than the income tax expense we incurred for the corresponding periods in 2009. The increase in income tax expense for the three and six month periods ended June 30, 2010 as compared to the same periods in 2009 was due to the increase in our taxable income primarily associated with greater amounts of equity income we recognized from the Partnership.

We computed our income tax expense for the three and six month periods ended June 30, 2010 by applying a 36.8% effective income tax rate to our pre-tax income, which represents the federal statutory rate of 35.0% and the effective state income tax rate of 1.8%. We computed our income tax expense for the three and six month periods ended June 30, 2009 by applying a 36.7% effective income tax rate to our pre-tax income, which represents the federal statutory rate of 35.0% and the effective state income tax rate of 1.7%.

SUBSEQUENT EVENTS

Share Distribution

On July 23, 2010, our board of directors declared a share distribution payable on August 13, 2010 to shareholders of record as of August 5, 2010 based on the $1.0275 per limited partner unit distribution declared by the Partnership. The Partnership’s distribution increases the number of i-units we own. The amount of this increase is calculated by dividing the cash amount distributed by the Partnership per common unit, by the average closing price of one of our Listed Shares on the NYSE for the 10-trading day period immediately preceding the ex-dividend date for our shares, multiplied by the number of shares outstanding on the record date. We distribute additional Listed Shares to our listed shareholders and additional shares to the general partner in respect of these additional i-units.

 

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Item 3. Quantitative And Qualitative Disclosures About Market Risk

The nature of our business and operations is such that we do not conduct activities or enter into transactions of the type requiring discussion under this item.

For a discussion of these matters as they pertain to the Partnership, please read the information set forth under “Part I, Item 3—Quantitative and Qualitative Disclosures about Market Risk” in the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, which is hereby incorporated by reference, as activities of the Partnership have an impact on our results of operations and financial position.

 

Item 4. Controls And Procedures

Enbridge Management and Enbridge Inc., or Enbridge, maintain systems of disclosure controls and procedures designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our annual and quarterly reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Our management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2010. Based upon that evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures are effective to accomplish their purpose. In conducting this assessment, our management relied on similar evaluations conducted by employees of Enbridge affiliates who provide certain treasury, accounting and other services on our behalf. We have not made any changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three month period ended June 30, 2010.

 

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PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

We are a participant in various legal proceedings arising in the ordinary course of business. Some of these proceedings are covered, in whole or in part, by insurance. We believe that the outcome of all these legal proceedings will not, individually or in the aggregate, have a material adverse effect on our operating results, cash flows or financial position.

 

Item 1A. Risk Factors

Our risk factors have not materially changed from the disclosures included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 

Item 6. Exhibits

Reference is made to the “Index of Exhibits” following the signature page, which we hereby incorporate into this Item.

 

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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 MANAGEMENT, L.L.C.

(Registrant)

Date: July 27, 2010     By:   /s/    STEPHEN J. J. LETWIN
     

Stephen J. J. Letwin

     

Managing Director

(Principal Executive Officer)

Date: July 27, 2010     By:   /s/    MARK A. MAKI
     

Mark A. Maki

     

Vice President—Finance

(Principal Financial Officer)

 

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Index of Exhibits

Each exhibit identified below is filed as part of this document. Exhibits included in this filing are designated by an asterisk (“*”); all exhibits not so designated are incorporated herein by reference to a previous filing as indicated.

 

Exhibit
Number

  

Description

3.1

  

Certificate of Formation of Enbridge Energy Management, L.L.C., dated May 14, 2002 (incorporated by reference to Exhibit 3.1 to Enbridge Management’s Registration Statement on Form S-1 filed on May 31, 2002).

3.2

  

Amended and Restated Limited Liability Company Agreement of Enbridge Energy Management, L.L.C., dated October 17, 2002 (incorporated by reference to Exhibit 3.2 to Enbridge Management’s Quarterly Report on Form 10-Q filed on November 25, 2002).

3.3

  

Amendment to Amended and Restated Limited Liability Company Agreement of Enbridge Energy Management, L.L.C., dated May 1, 2006 (incorporated by reference to Exhibit 3.3 to Enbridge Management’s Quarterly Report on Form 10-Q filed on April 30, 2007).

31.1*

  

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

  

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

  

Certificate of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

  

Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*

  

Enbridge Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.

 

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