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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission file number 1-10934

ENBRIDGE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

        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 ý    No o

        Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ý    No o

        The Registrant had 46,802,634 Class A common units outstanding as of May 5, 2005.

TABLE OF CONTENTS

        In this report, unless the context requires otherwise, references to "we", "us", "our", or the "Partnership" are intended to mean Enbridge Energy Partners, L.P. and its consolidated subsidiaries. This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as "anticipate," "believe," "continue," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "projection," "strategy," "could," "would," or "will" or the negative of those terms or other variations of them or by comparable terminology. In particular, statements, expressed or implied, concerning future actions, conditions or events or future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. 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 our ability to control or predict. For additional discussion of risks, uncertainties and assumptions, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF INCOME

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

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ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

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ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. BASIS OF PRESENTATION

        The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated 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 consolidated financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly the financial position as of March 31, 2005 and December 31, 2004; and the results of operations and cash flows for the three month periods ended March 31, 2005 and 2004. The results of operations for the three months ended March 31, 2005, should not be taken as indicative of the results to be expected for the full year due to seasonality of portions of the natural gas business, maintenance activities and the impact of forward natural gas prices on certain derivative financial instruments that are accounted for using mark-to-market accounting. In addition, prior period information presented in these consolidated financial statements includes reclassifications that were made to conform to the current period presentation. These reclassifications have no effect on previously reported net income or partners' capital. The interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

2. ACQUISITIONS

North Texas Natural Gas System

        In January 2005, we acquired natural gas gathering and processing assets for $164.6 million in cash, including transaction costs of $0.5 million. We funded the acquisition with borrowings under our existing credit facilities. The assets acquired serve the Fort Worth Basin, which are mature, but experiencing minimal production decline rates and include:

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2,200 miles of gas gathering pipelines;

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four processing plants with aggregate processing capacity of 121 million cubic feet of natural gas per day ("MMcf/d").

        The system provides cash flow primarily from purchasing raw natural gas from producers at the wellhead, processing the gas and then selling the natural gas liquids ("NGLs") and residue gas streams. The assets and results of operations are included in our Natural Gas segment from the date of acquisition.

        The purchase price and the allocation to assets acquired and liabilities assumed was as follows (in millions):

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3. NET INCOME PER COMMON AND i-UNIT

        Net income per common and i-unit is computed by dividing net income, after deduction of Enbridge Energy Company, Inc.'s (the "General Partner") allocation, by the weighted average number of Class A and Class B common units and i-units outstanding. The General Partner's allocation is equal to an amount based upon its general partner interest, adjusted to reflect an amount equal to its incentive distributions and an amount required to reflect depreciation on the General Partner's historical cost basis for assets contributed on formation of the Partnership. There are no dilutive securities. Net income per common and i-unit was determined as follows:

4. FINANCIAL INSTRUMENTS—COMMODITY PRICE RISK

        Our net income and cash flows are subject to volatility stemming from changes in commodity prices of natural gas, NGLs, condensate and fractionation margins (the relative price differential between NGL sales and offsetting natural gas purchases). This market price exposure exists within our Natural Gas and Marketing segments. To mitigate the volatility of our cash flows, we use derivative financial instruments (i.e., futures, forwards, swaps, options and other financial instruments with similar characteristics) to manage the purchase and sales prices of the commodities. Based on our risk management policies, all of our derivative financial instruments are employed in connection with an underlying asset, liability and/or anticipated transaction and are not entered into with the objective of speculating on commodity prices.

Accounting Treatment

        All derivative financial instruments are recorded in the consolidated financial statements at fair market value and are adjusted each period for changes in the fair market value ("mark-to-market"). Under the guidance of Statement of Financial Accounting Standards No. 133 Accounting for Derivative Transactions and Hedging Activities ("SFAS No. 133"), changes in the fair market value of derivatives that qualify as highly effective cash flow hedges are recorded as components of accumulated other comprehensive income until the hedged transactions occur ("hedge accounting"). Hedge accounting can apply to either a hedge of future cash flows or to a liability. Any ineffective portion of a cash flow hedge's change in fair value is recognized each period in earnings. When the hedged transaction occurs, the fair value of the derivative is recognized in earnings, along with the offsetting fair value of the physical transaction. For those derivative financial instruments that do not qualify for cash flow hedge

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accounting, the total change in fair value is recorded directly in earnings each period. Our preference, whenever possible, is for our derivative financial instruments to receive hedge accounting treatment in order to mitigate the noncash earnings volatility that arises under mark-to-market accounting treatment. However, to qualify for cash flow hedge accounting, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation.

Non-Qualified Hedges

        The majority of our derivative financial instruments qualify for hedge accounting treatment under the specific requirements of SFAS No. 133. However, there are some instances where the hedge structure does not meet the requirements of the standard to apply hedge accounting. For example, in our Marketing segment, when the pricing index used for gas sales is different from the pricing index used for gas purchases, we are exposed to relative changes in those two indices. By entering into a basis swap between those two indices, we can effectively lock in the margin on the combined gas purchase and gas sale, removing any market price risk on the physical transactions. Although this represents a sound economic hedging strategy, these types of derivative transactions do not qualify for hedge accounting under SFAS No. 133. As another example, if a derivative financial instrument, which had originally qualified for hedge accounting, is offset by an equal and opposite transaction in order to reverse the hedge position, which often occurs in our gas storage management portfolio when the underlying injection or withdrawal schedules change, both of the transactions no longer qualify for hedge accounting. As such, all of these above mentioned non-qualified hedges are accounted for in the Consolidated Statements of Income through mark-to-market accounting. These derivative financial instruments must be adjusted to their fair market value, or marked-to-market, each period, with the increases and decreases in fair value recorded as increases and decreases in earnings. These mark-to-market adjustments produce a degree of earnings volatility that can often be significant from period to period, but have no cash flow impact.

        The other significant instance where our derivative financial instruments do not qualify for hedge accounting under SFAS No. 133 is in our Natural Gas segment. We had previously entered into natural gas collars in order to hedge the sales price of natural gas. The natural gas collars were based on a NYMEX price while the physical gas sales were based on a different index. To better align the index of the natural gas collars with the index of the underlying sales, we de-designated the original hedging relationship and contemporaneously re-designated the natural gas collars as hedges of physical natural gas sales with a NYMEX pricing index to perfectly match the indices. This is a sound economic hedging strategy, however, since these instruments were out of the money at re-designation, they are considered net written options under SFAS No. 133. Therefore, these instruments do not qualify for hedge accounting upon re-designation and are now accounted for in the Consolidated Statements of Income through mark-to-market accounting, with their changes in fair value from the date of de-designation recorded to earnings each period. As a result, our operating income will be subject to greater volatility due to movements in the prices of natural gas until the underlying long-term transactions are settled. These interim mark-to-market fluctuations do not have any cash flow impact.

Derivative Fair Value Loss (Gain)

        The Derivative fair value loss (gain) on our Consolidated Statements of Income is comprised of two components:

1.

the change in fair value of the ineffective portion of our cash flow hedges; and

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2.

the change in fair value (or, mark-to-market) of our non-qualified hedges.

        Our derivative financial instruments are included at their fair values in the Consolidated Statements of Financial Position as follows:

        In our Consolidated Statements of Comprehensive Income, we record the change in fair value of our highly effective cash flow hedges. The increase in the unrealized loss recorded in the first quarter of 2005 compared with the corresponding period in 2004 is primarily due to the significant increases in forward natural gas and NGL prices. As a result of the Partnership's portfolio of derivative financial instruments, which is largely comprised of long-term fixed price sales agreements, the significant increase in forward commodity prices quarter over quarter has increased our obligation associated with these derivative transactions.

5. CASH AND CASH EQUIVALENTS

        We extinguish liabilities when a creditor has relieved us of our obligation, which occurs when our financial institution honors a check that the creditor has presented for payment. Accordingly, obligations for which we have issued check payments that have not yet been presented to the financial institution of approximately $17.7 million at March 31, 2005 and $25.3 million at December 31, 2004, are included in Accounts Payable and other on the Consolidated Statement of Financial Position.

6. PARTNERS' CAPITAL

Cash and i-unit Distributions

        In February 2005, the Partnership paid distributions of $0.925 per common unit representing its available cash of $61.0 million at December 31, 2004. Of this distribution, $50.7 was paid in cash, $10.1 was distributed in additional i-units to the holders of our i-units and $0.2 million was retained from the General Partner in respect of this i-unit distribution.

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Common unit offering

        On February 11, 2005, the Partnership issued 2,506,500 Class A common units at $49.875 per unit, which generated proceeds of approximately $124.8 million, net of offering expenses. Additionally, the General Partner contributed $2.7 million to us to maintain its 2% general partner interest in the Partnership. We used the proceeds from this offering to repay amounts outstanding under our Three-year term credit facility.

7. COMMITMENTS, CONTINGENCIES AND ENVIRONMENTAL LIABILITIES

Environmental Liabilities

        The Partnership is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to liquid and gas pipeline operations and the Partnership could, at times, be subject to environmental cleanup and enforcement actions. The Partnership manages this environmental risk through appropriate environmental policies and practices to minimize any impact on the environment of our pipeline operations.

        As of March 31, 2005 and December 31, 2004, the Partnership has recorded $3.7 million and $3.6 million in current liabilities and $5.4 million and $5.3 million in long-term liabilities primarily to address remediation of asbestos containing materials, management of hazardous waste material disposal, and outstanding air quality measures for certain liquids and natural gas assets.

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 proceedings will not, individually or in the aggregate, have a material adverse effect on our financial condition.

8. SEGMENT INFORMATION

        Our business is divided into operating segments, defined as components of the enterprise about which financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how resources are allocated and in assessing performance.

        Each of our reportable segments is a business unit that offers different services and products that are managed separately, as each business segment requires different operating strategies. In June 2004, we changed our reporting segments to reflect changes in the way we make resource allocation decisions, evaluate performance and promote the achievement of our long-term objectives. Financial information for prior periods was reclassified to reflect the new segmentation. We have segregated our business activities into three distinct operating segments:

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Liquids;

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Natural Gas; and

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Marketing.

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        The following tables present certain financial information relating to our business segments (in millions):