Item 2.06. Material Impairments.

Enbridge Energy Partners, L.P., referred to herein as the Partnership, has periodically sold assets it considers non-core to its natural gas and liquids pipeline operations. To satisfy equity financing needs associated with its expansion programs, the Partnership has initiated a process to sell certain of its non-core natural gas pipeline assets located predominantly outside of Texas.

In accordance with provisions of Accounting Standards Codification subtopic 360-10 "Impairment or Disposal of Long-Lived Assets" the Partnership must evaluate the fair value of assets that are reclassified to a designation of held for sale. We estimate the fair value of the assets designated as held for sale to be lower than their carrying or book value. Under the applicable accounting standards, the Partnership will therefore record an impairment charge of approximately $65 million in the quarter ended September 30, 2009. The estimated impairment charge will reduce the Partnership's operating results for the three-month and nine-month periods ended September 30, 2009. Impairment charges are non-cash in nature and do not affect our cash flow or our cash distributions to unit holders.

If a sale of the non-Texas natural gas assets is completed, the Partnership's business segments will be unchanged and include Liquids Pipelines, Natural Gas Pipelines and Natural Gas Marketing segments. The natural gas pipelines segment will be geographically focused on the Partnership's major natural gas gathering systems located in Texas and Oklahoma together with the natural gas liquids marketing operations based in Mississippi.

---