UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

 

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(g) of the Act: NONE

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes x  No o

The aggregate market value of the Registrant’s Class A Common Units held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2004, was $1,880,527,004.

As of February 15, 2005, the Registrant has 46,802,634 Class A common units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K of Enbridge Energy Partners, L.P. (the “Partnership”) filed with the Securities and Exchange Commission (“SEC”) on February 25, 2005, is to add to Part III, Item 11. Executive Compensation of such report, the information appearing under the captions “Employment Agreements” and “Director Compensation” in this Amendment.

Except as otherwise expressly noted herein, this Amendment to our Annual Report on Form 10-K does not reflect events occurring after the February 25, 2005, filing of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, or modify or update the disclosures set forth in that Annual Report on Form 10-K in any way.

Item 11. Executive Compensation

The following table sets forth the annual, long-term and other compensation for all services provided in all capacities to Enbridge Management and the Partnership for the fiscal years ended December 31, 2004, 2003 and 2002, of the Chief Executive Officer and four of our other executive officers with the highest salary and bonus compensation in the 2004 fiscal year (the “Named Executive Officers”). The Partnership bears an allocable portion of these officers’ total compensation that is based on the approximate percentage of time each of these officers devote to Enbridge Management and the Partnership. The other affiliates of Enbridge, to whom these officers also render services, bear the remainder of the compensation expenses of these officers.

Summary Compensation Table

Name & Principal Position				Year		Salary		Bonus		Other Annual Compen- sation(1)(2)				Restricted Stock Award(s)				Securities Underlying Options/ SARs(4)		LTIP Payouts		All Other Compen- sation(3)		Approximate Percentage of Time Devoted to Enbridge Management and the Partnership
						($)		($)		($)				($)				(#)		($)		($)
D.C. Tutcher				2004		322,000		270,000			30,000				—			17,000		—		12,350			90
President				2003		309,750		235,000			35,000				—			50,000		—		10,000
				2002		296,250		91,000			40,000				—			150,000		—		11,625
T.L. McGill				2004		231,385		126,500			20,000				—			20,000		—		11,044			90
Vice President—				2003		221,000		89,800			20,000				—			23,200		—		6,361
Commercial Activity & Business Development				2002		182,474		34,000			16,886				—			23,000		—		4,193
E.C. Kaitson				2004		174,055		59,900			10,000				—			6,500		—		10,643			90
Assistant Secretary and				2003		168,000		35,400			10,000				—			5,900		—		8,375
Associate General Counsel				2002		161,250		18,200			10,000				—			8,300		—		8,990
M.A. Maki				2004		171,365		87,300			20,000				—			15,000		—		9,444			90
Vice President—Finance				2003		161,750		71,400			20,000				—			16,700		—		7,100
				2002		136,762		55,700			25,978				—			8,000		—		6,950
R.L. Adams				2004		161,960		81,600			20,000				—			10,000		—		8,339			90
Vice President—				2003		151,000		54,100			26,229				—			7,500		—		7,568
Operations and Technology				2002		*		*			*				*			*		*		*

*                    Elected an officer in 2003.

 

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⁽¹⁾                 Amounts in this column include: the flexible perquisites allowance (as described in Note 2 below), flexible credits paid as additional compensation (as described in Note 2 below), reimbursements for professional financial services, one-time payments for termination benefits, and the taxable benefit from loans by Enbridge, which were granted for relocation or hiring incentive purposes (and amounts reimbursed for the payment of taxes relating to such benefit).

⁽²⁾                 Effective July 1, 2001, Enbridge adopted a flexible benefit program pursuant to which employees receive an amount of flex credits based on their family status and base salary. Beginning in fiscal 2003, the Named Executive Officers were given a Flexible Perquisites Allowance to cover perquisites that may have been previously paid on behalf of each executive. Flex credits can be (a) used to purchase various benefits (such as extended health or dental coverage, disability insurance and life insurance) on the same terms as are available to all employees; (b) applied as contributions to the Stock Purchase and Savings Plan (as described in Note 3 below); or (c) paid to the employee as additional compensation. In 2004, Mr. Tutcher received perquisites and other personal benefits totaling $30,000, all of which related to his Flexible Perquisites Allowance; Mr. McGill received perquisites and other personal benefits totaling $20,000, all of which related to his Flexible Perquisites Allowance; Mr. Maki received perquisites and other personal benefits totaling $20,000, all of which related to his Flexible Perquisites Allowance; Mr. Kaitson received perquisites and other personal benefits totaling $10,000, all of which related to his Flexible Perquisites Allowance, and Mr. Adams received perquisites and other personal benefits totaling $20,000 all of which related to his Flexible Perquisites Allowance.

⁽³⁾                 Employees in the United States participate in the Enbridge Employee Services, Inc. Savings Plan (the “401(k) Plan”) under which employees may contribute up to 25% of their base salary, with employee contributions up to 5% matched by Enbridge (all subject to the contribution limits specified in the Internal Revenue Code). Enbridge’s contributions are used to purchase Enbridge shares at market value and the employees’ contributions may be used to purchase Enbridge shares or nine designated funds. During 2004, Enbridge made contributions of $10,250, $8,977, $8,703, $9,068 and $7,982, respectively, to the 401(k) Plan for the benefit of Mr. Tutcher, Mr. McGill, Mr. Maki, Mr. Kaitson, and Mr. Adams. Additionally, during 2004 Enbridge Employee Services, Inc. paid term life insurance premiums of $540, $508, $380, $376, and $356 for the benefit of Mr. Tutcher, Mr. McGill, Mr. Maki, Mr. Kaitson, and Mr. Adams, respectively. In 2004, Enbridge Employee Services, Inc. also furnished Messrs. Tutcher, McGill and Kaitson with parking benefits, at an annual cost of $1,560 each.

⁽⁴⁾                 Each option entitles the holder to acquire the indicated number of shares of Enbridge common stock. The costs associated with recognizing the fair value of the options as compensation expense are borne by the Partnership. Additional information is provided in the following section labeled “Stock Options”.

Stock Options

We do not maintain any option or long-term incentive plans for the benefit of the Named Executive Officers. In 2004, Enbridge began allocating to us the compensation expense it recognized in connection with recording the fair value of its outstanding stock options granted to certain of our officers, including the Named Executive Officers. Prior to 2004, we were not allocated any expense associated with stock option grants. The stock options are granted to the Named Executive Officers pursuant to the Enbridge Incentive Stock Option Plan, which is a long-term incentive plan administered by the Human Resources & Compensation Committee of Enbridge. The stock option grants are denominated in Canadian dollars. The following three tables set forth information concerning options granted and exercised during 2004 by the Named Executive Officers under the Enbridge stock option plans:

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Options/SAR Grants in Last Fiscal Year

				Individual Grants														Potential Realizable
				Number of				Percent of Total										Value at Assumed
				Securities Underlying Options/SARs				Options/SARs Granted to Employees in				Exercise or						Annual Rates of Stock Price Appreciation for Options Term
Name				Granted				Fiscal Year				Base Price				Expiration Date		5%		10%
				(#)								($Cdn/Sh)						$Cdn		$Cdn
D.C. Tutcher					17,000				1.91	%			51.44			February 4, 2014		549,956		1,393,696
T.L. McGill					20,000				2.24	%			51.44			February 4, 2014		647,007		1,639,642
E.C. Kaitson					6,500				0.73	%			51.44			February 4, 2014		210,277		532,884
M.A. Maki					15,000				1.68	%			51.44			February 4, 2014		485,255		1,229,732
R.L. Adams					10,000				1.12	%			51.44			February 4, 2014		323,503		819,821

 

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values

				Shares Acquired on								Number of Securities Underlying Unexercised Options/SARs At Fiscal Year-End								Value of Unexercised In-The-Money Options/SARS At Fiscal Year-End
Name				Exercise				Value Realized				Exercisable				Unexercisable				Exercisable		Unexercisable
				(#)				($Cdn)				(#)				(#)				($Cdn)		($Cdn)
D.C. Tutcher					—				—				190,847				187,000			4,656,108			2,729,645
T.L. McGill					—				—				17,300				48,900			285,240			659,820
E.C. Kaitson					—				—				52,035				18,575			1,635,419			280,391
M.A. Maki					11,000				260,638				11,925				32,775			219,984			440,851
R.L. Adams					—				—				5,800				19,550			100,081			250,369

 

Enbridge also maintains a long-term, performance-based stock unit plan (the “PSU Plan”). Under the PSU Plan, participating executives receive annual grants of PSUs. The initial value of each of these PSUs is equivalent to one Enbridge Share. Each award may be paid out at the end of a three-year performance cycle based on attaining specific goals established by Enbridge’s Human Resources & Compensation Committee for performance over a three-year period. Enbridge does not issue any shares in connection with the PSU Plan and if performance fails to meet threshold performance levels, no payments are made. The compensation expense associated with recognizing the fair value of the outstanding stock units attributable to our executive officers that participate in the PSU Plan are allocated to us and expensed in our consolidated statements of income. The following table sets forth the grants made to the Named Executive Officers during 2004 pursuant to the PSU Plan:

Long-Term Incentive Plan Awards Table

				Securities, Units				Performance or Other Period Until		Estimated Future Payouts Under Non-Securities-Price-Based Plans
Name				or Other Rights				Maturation or Payout		Threshold(1)				Target(2)				Maximum(3)
				(#)						(#)				(#)				(#)
D.C. Tutcher					3,545			March 8, 2004 – March 7, 2007			886				3,545				7,090
T.L. McGill					—			—			—				—				—
E.C. Kaitson					—			—			—				—				—
M.A. Maki					—			—			—				—				—
R.L. Adams					—			—			—				—				—

(1)                 “Threshold” refers to the minimum amount payable for a certain level of performance under the PSU Plan.

(2)                 “Target” refers to the amount payable if the specified performance target is reached.

(3)                 “Maximum” refers to the maximum payout possible as specified under the PSU Plan.

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Pension Plan

The following tables illustrate the benefits payable under the defined benefit component of Enbridge’s trusteed non-contributory pension plans (the “Plan”), which apply to the Named Executive Officers of the Partnership. The tables illustrate the total annual pension entitlements assuming the eligibility requirements for an unreduced pension have been satisfied. Plan benefits that exceed maximum pension rules applicable to registered plan benefits are paid from the Enbridge supplemental pension plan. Other trusteed pension plans, with varying contribution formulae and benefits, cover the balance of Canadian and United States employees.

For service prior to January 1, 2000, the Plan provides a yearly pension payable after age 60 in the normal form (60 percent joint and last survivor) equal to: (a) 1.6 percent of the sum of (i) the average of the participant’s highest annual salary during three consecutive years out of the last ten years of credited service and (ii) the average of the participant’s three highest annual performance bonus periods, represented in each period by the greater of 50 percent of the actual bonus paid or the lesser of the target bonus and actual bonus, in respect of the last five years of credited service, multiplied by (b) the number of credited years of service. The pension is offset, after age 65, by 50 percent of the participant’s Social Security benefit, prorated by years in which the participant has both credited service and Social Security coverage. An unreduced pension is payable if retirement is after age 55 with 30 or more years of service, or after age 60. Early retirement reductions apply if a participant retires and does not meet these requirements.

For service after December 31, 1999, the Plan provides for senior management employees, including the Named Executive Officers, a yearly pension payable after age 60 in the normal form (60 percent joint and last survivor) equal to: (a) 2 percent of the sum of (i) the average of the participant’s highest annual base salary during three consecutive years out of the last ten years of credited service and (ii) the average of the participant’s three highest annual performance bonus periods, represented in each period by 50 percent of the actual bonus paid, in respect of the last five years of credited services, multiplied by (b) the number of credited years of service. An unreduced pension is payable if retirement is after age 55 with 30 or more years of service, or after age 60. Early retirement reductions apply if a participant retires and does not meet these requirements. Retirement benefits paid from the Plan are indexed at 50 percent of the annual increase in the consumer price index.

Pension Plan Tables

Service Prior to January 1, 2000, before Social Security Offset

					Years of Credited Service
Remuneration(1)					10			15			20			25			30			35
	$	200,000			$	32,000		$	48,000		$	64,000		$	80,000		$	96,000		$	112,000
	250,000				40,000			60,000			80,000			100,000			120,000			140,000
	300,000				48,000			72,000			96,000			120,000			144,000			168,000
	350,000				56,000			84,000			112,000			140,000			168,000			196,000
	400,000				64,000			96,000			128,000			160,000			192,000			224,000
	450,000				72,000			108,000			144,000			180,000			216,000			252,000
	500,000				80,000			120,000			160,000			200,000			240,000			280,000
	550,000				88,000			132,000			176,000			220,000			264,000			308,000
	600,000				96,000			144,000			192,000			240,000			288,000			336,000
	650,000				104,000			156,000			208,000			260,000			312,000			364,000

 

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Service After December 31, 1999

					Years of Credited Service
Remuneration(1)					10			15			20			25			30			35
	$	200,000			$	40,000		$	60,000		$	80,000		$	100,000		$	120,000		$	140,000
	250,000				50,000			75,000			100,000			125,000			150,000			175,000
	300,000				60,000			90,000			120,000			150,000			180,000			210,000
	350,000				70,000			105,000			140,000			175,000			210,000			245,000
	400,000				80,000			120,000			160,000			200,000			240,000			280,000
	450,000				90,000			135,000			180,000			225,000			270,000			315,000
	500,000				100,000			150,000			200,000			250,000			300,000			350,000
	550,000				110,000			165,000			220,000			275,000			330,000			385,000
	600,000				120,000			180,000			240,000			300,000			360,000			420,000
	650,000				130,000			195,000			260,000			325,000			390,000			455,000

 

(1)                 “Remuneration” refers to annual salary and that portion of the annual bonus eligible for inclusion in final average earnings.

Mr. Tutcher accumulates pension credits equal to 4.0 percent for each year of service to his tenth anniversary of employment with Enbridge.

For purposes of computing the total retirement benefit of the Named Executive Officers, the following table sets forth the service accrued prior to January 1, 2000, (“Pre 2000 Service”) and service accrued after December 31, 1999 (“Post 1999 Service”) by the Named Executive Officers at December 31, 2004. These figures include the additional service mentioned in the previous paragraph.

Name				Age		Pre 2000 Service				Post 1999 Service
D.C. Tutcher				55			—				3.58
T.L. McGill				50			—				2.83
E.C. Kaitson				48			—				3.58
M.A. Maki				40			13.32				5.00
R.L. Adams				40			14.70				3.50

 

Employment Agreements

Messrs. Tutcher and Kaitson have Executive Employment Agreements with Enbridge. The Agreements commenced on May 11, 2001, and continue until the earlier of (i) the date of voluntary retirement in accordance with the retirement policies established for senior employees of Enbridge (ii) the voluntary resignation which is not a constructive dismissal, or (iii) termination based on disability, death, cause or by either party. The Agreements provide that in the event of termination of employment, the executive agrees to keep confidential all information of a confidential or proprietary nature and further agrees not to use such information for personal advantage. The Agreements also provide for a base salary, annual reviews, discretionary raises, participation in short and long-term incentive plans of Enbridge, and severance payments in the amount of two years compensation in the event of termination by Enbridge.

Director Compensation

Enbridge employees who are members of the Board of Directors of the General Partner or Enbridge Management do not receive any additional compensation for serving in those capacities. Members of the Board of Directors of the General Partner and Enbridge Management who are not employees receive an aggregate annual fee of $20,000, paid quarterly, plus $1,000 per day for each meeting attended of the board of directors or committees of the board. In addition, each non-employee director is reimbursed for out-of-

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pocket expenses in connection with attending meetings of the board of directors or committees and an additional $500 for meetings requiring out of state travel. The director who serves as chairman of the audit committees is paid an additional $5,000 per year and the director who serves as chairman of the boards is paid an additional $10,000 per year, paid quarterly. The General Partner indemnifies each director for actions associated with being a director to the full extent permitted under Delaware law and maintains errors and omissions insurance.

Messrs. Hambrook and Connelly served on pricing committees in 2004 in connection with public offerings to sell limited partnership interests in the Partnership. As compensation for serving on the pricing committees, they each received a fee of $1,000 per meeting.

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SIGNATURE

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. as General Partner
	By:	/s/ MARK A. MAKI
		Mark A. Maki Vice President, Finance and Principal Financial Officer (Duly Authorized Officer)

 

Date: April 27, 2005

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