Enbridge Energy Partners, L.P.

NYSE: EEP

Enbridge Energy Partners (formerly known as Lakehead Pipe Line Partners), was formed in 1991 to acquire, own and operate the regulated crude oil and natural gas liquids pipeline business of Lakehead System, which is the U.S. portion of a crude oil and liquid petroleum pipeline system extending from western Canada through the upper and lower Great Lakes region of the United States. It has expanded its operations in succeeding years, and currently owns and operates crude oil and liquid petroleum transportation assets and natural gas gathering, treating, processing, transmission and marketing assets.

The Lakehead System

Enbridge Energy Partners and affiliated Enbridge Pipelines Inc. of Alberta, Canada, transport crude oil and other liquid hydrocarbons through the world's longest liquid petroleum pipeline system. The system, which spans 3,100 miles, is the primary transporter of crude oil from western Canada to the United States and is the only pipeline that transports crude oil from western Canada to the province of Ontario, Canada. It serves all the major refining centers in the Great Lakes region of the United States, as well as Ontario. The Enbridge-Lakehead system serves all the major refining centers in the Great Lakes and Midwest regions of the United States and the Province of Ontario, and, through interconnects, the Patoka/Wood River pipeline hub and refining center in southern Illinois. Deliveries of crude oil and NGLs from the Lakehead System are made principally to refineries, either directly or through connecting pipelines of other companies, and serve as feedstocks for refineries and petrochemical plants

The Lakehead portion of the pipeline system spans approximately 1,900 miles and includes 3,300 miles of pipe with diameters ranging from 12 inches to 48 inches, 59 pump station locations with a total of approximately 750,450 installed horsepower, and 58 crude oil storage tanks with an aggregate working capacity of approximately 10 million barrels. It takes approximately 14 million bbl of oil to fill the Lakehead System.

The Lakehead system includes 15 connections to pipelines and refineries at various locations in the United States, including the refining areas in and around Chicago, Illinois, Minneapolis-St. Paul, Minnesota, Detroit, Michigan, Toledo, Ohio, Buffalo and Patoka/Wood River. The system has three main terminals, located at Clearbrook, Minnesota; Superior, Wisconsin; and Griffith, Indiana. The terminals are used to gather crude oil prior to injection into the Lakehead system and to provide tankage in order to allow for more flexible scheduling of oil movements.

The Lakehead System operates in a segregation, or batch, mode, which allows the it to transport up to 45 different types of liquid hydrocarbons including light, medium and heavy crude oil (including bitumen, which is a naturally occurring tar-like mixture of hydrocarbons), condensate, and NGLs In 2003, the Lakehead system delivered an average 1.003 million bpd of crude oil and NGLs in the United States. In 2002, the Lakehead System delivered approximately 86% of the oil refined in Minneapolis/St. Paul, 54% in Chicago, 100% in Wisconsin, and 62% in Ontario, Canada.

The North Dakota System

The North Dakota System is a 950-mile crude oil gathering and transportation system servicing the Williston Basin in North Dakota and Montana. The North Dakota System's crude oil gathering pipelines collect crude oil from points near producing wells in approximately 36 oil fields in North Dakota and Montana and receive Canadian crude oil via an interconnect with an Enbridge gathering system in the Province of Saskatchewan, Canada. The North Dakota System includes approximately 330 miles of crude oil gathering lines connected to a transportation line that is approximately 620 miles long, with an aggregate working capacity of approximately 84,000 barrels per day. Crude is transported from Montana, North Dakota, and Western Canada oil fields to refineries in North Dakota, the Upper Midwest United States, and Eastern Canada. The North Dakota System also has 16 pump stations and 12 terminaling facilities with an aggregate working storage capacity of approximately 700,000 barrels.

Natural Gas Transportation Systems

Enbridge owns several natural gas pipeline systems that it acquired in connection with its October 2002 acquisition of the MidCoast System. These include:

Ø FERC regulated interstate pipelines systems, including

Ø The Kansas Pipeline System, a 1,120-mile interstate gas pipeline with a capacity of 160 million cubic feet per day which transports natural gas from Oklahoma and western Kansas to the metropolitan Wichita and Kansas City markets. It is one of the only three pipeline systems currently capable of delivering gas into the Kansas City metropolitan market.

Ø The MidLa Pipeline System,, a 405 mile interstate pipeline with a capacity of 200 million cubic feet per day which runs from the Monroe gas field in northern Louisiana, southward through Mississippi to Baton Rouge, Louisiana.

Ø The AlaTenn Pipeline System,, over 281 miles of interstate pipeline which runs from Selmer, Tennessee to Huntsville, Alabama and serves an eight county area in Alabama, Mississippi, and Tennessee.

Ø The Enbridge Offshore Pipeline (UTOS) system, a FERC regulated offshore pipeline system with a capacity of 1.2 billion cubic feet of natural gas per day that transmits natural gas from offshore platforms to other pipelines onshore for further delivery.

Ø Intrastate pipeline systems, including

Ø The Bamagas Pipeline, which operates a 111-mile pipeline system in central Alabama with interconnections to one major interstate and one major intrastate pipeline as well as gathering lines connecting coal-steam gas production in the Black Warrior Basin to the system. The system has a capacity of 200 million cubic feet per day.

Ø The Mid-Louisiana Gas Transmission Pipeline, an intrastate natural gas pipeline system with a capacity of 200 million cubic feet per day that interconnects facilities owned by major industrial customers to interstate natural gas pipeline systems.

Ø The Magnolia Pipeline System, which consists of approximately 110 miles of pipeline in central Alabama and privately receives natural gas from the Black Warrior basin in Alabama for delivery to downstream markets are intrastate pipelines.

        Each of these pipeline systems typically consists of a natural gas transmission pipeline as well as various interconnected pipelines that serve wholesale customers.

Gathering and Processing Systems

Enbridge’s gathering and processing segment consists of natural gas gathering pipelines, treating plants and processing plants. This segment also includes the transportation of natural gas liquids, crude oil and carbon dioxide by rail and road. These systems include:

Ø The East Texas System, a natural gas gathering, treating, processing and transmission system. It includes approximately 2,000 miles of gathering and transmission pipelines. During 2003 approximately 446 billion Btus of natural gas per day flowed into the gathering pipelines from approximately 440 gathering points. The East Texas System also includes two treating plants and two processing plants, with a combined capacity of approximately 595 million cubic feet of natural gas per day.

Ø The Northeast Texas System, a natural gas gathering system located just north of and adjacent to the area served by the East Texas System. The System purchases natural gas directly from producers and/or provides natural gas gathering, treating and processing services to intrastate and interstate pipelines and other owners of natural gas. The Northeast Texas System is capable of handling sour gas, which has a high hydrogen sulfide and/or carbon dioxide and water content and which requires specialized treating processes before it can be delivered for transportation on downstream pipelines. It includes approximately 1,200 miles of natural gas gathering pipelines and five natural gas treating plants with a combined capacity of 310 million cubic feet per day, four of which are currently active, and represent a treating capacity of 285 million cubic feet per day. 2003 volume was 133 billion Btus per day.

Ø The North Texas System, acquired on December 31, 2003, includes three processing plants which receive gas primarily from a conglomerate formation in the Fort Worth Basin, a fourth receiving gas from both the conglomerate and the Barnett Shale formation in the Fort Worth Basin. A fifth plant processes gas on a third party pipeline under a combination of a fee-for-service and a products-sharing arrangement with that third party pipeline. The system also includes two pipeline systems that gather lean gas in the Barnett Shale region for a fixed gathering fee. The system includes 2,000 miles of pipeline, and its 2003 volume (under its prior owner) was 198 billion Btus per day.

Ø The Anadarko System, consisting of 730 miles of pipeline in southwest Oklahoma and the Texas panhandle, one natural gas treating plant and three natural gas processing plants, two of which are inactive. Volume in 2003 was 256 billion Btus per day.

Ø The South Texas System, a natural gas gathering and treating system that purchases and/or gathers natural gas at the wellhead, delivers it to plants for treating and/or processing and then delivers it to interstate and intrastate transmission pipelines for transmission. The South Texas System currently includes approximately 175 miles of natural gas gathering pipelines, one active hydrogen sulfide treating facility and one inactive natural gas processing plant. Natural gas per day flows into the gathering pipelines from approximately 40 gathering points. Volume in 2003 was 38 billion Btus per day.

Ø The Harmony System, consisting of 155 miles of pipeline in southeast Mississippi, and it includes an active natural gas treating plant and a processing plant. 2003 volume was 9 billion Btus per ay.

Marketing and Trucking Operations

Enbridge’s natural gas marketing operation provides natural gas supply, transportation, balancing and sales services to producers and wholesale customers on the Partnership's gathering, transmission and wholesale customer pipelines as well as interconnected third-party pipelines. In general, the marketing operation makes natural gas purchases from producers connected to the Partnership's gathering systems and from other producers and marketers and then makes natural gas sales to wholesale customers on the Partnership's transmission and wholesale customer pipelines. The marketing operation also arranges transportation for wholesale customers. In addition to its Enbridge Marketing subsidiary, Enbridge has acquired Dufour Petroleum, a marketing and transportation company based in Petal, Mississippi. Dufour provides marketing and transportation services for natural gas liquids, crude oil, carbon dioxide and various other petroleum products and chemicals. Dufour operates a fleet of 105 trucks and trailers and 48 pressurized railcars, and services customers located throughout Texas, Oklahoma, Arkansas, Louisiana, Mississippi, Alabama, Florida, Georgia, and the Carolinas. Dufour also offers product treating services and more than 400,000 gallons of NGL storage facilities. In addition, a CO2 plant with 250 tons per day of capacity, takes excess CO2 from hydrogen producers and sells it to a variety of customers.

Company Objectives

The primary business strategy of Enbridge Energy Partners is to increase cash distributions to its partners by growing its business through both profitable expansion of existing assets and the acquisition and development of complimentary businesses with risk profiles similar to its own. The partnership will continue to analyze potential acquisitions, with a focus on crude oil, refined products and natural gas pipelines, terminals and related facilities. Enbridge Energy Partners expects the recent trend in which major energy companies have sold their non-strategic assets to continue, and believes it is well positioned to participate in these opportunities. It will seek opportunities throughout the United States, particularly in the U.S. Gulf Coast area, where asset acquisitions are anticipated in and around its recently acquired natural gas gathering, processing, and transportation businesses. Enbridge anticipates that it will obtain the funds needed to achieve its growth objectives through a combination of cash flows from operating activities, borrowings under bank credit facilities, i-unit payment-in-kind distributions in lieu of cash, and the issuance of additional debt and equity securities, including both common units and i-units.

Enbridge’s i-units, which represent an 18.2% limited partnership interest in Enbridge Energy Partners, are owned by Enbridge Energy Management, L.L.C. and are at all times equal in number to outstanding shares. Shares in Enbridge Management are traded under the symbol EEQ and represent a means by which institutional investors may participate in Enbridge Energy Partners. Because Enbridge Management is taxed as a corporation, its shares do not generate UBIT and are qualifying income for a mutual fund.

Enbridge Energy Partners trades on the New York Stock Exchange under the symbol EEP. For more information, visit Enbridge Energy Partners' website at http://www.enbridgepartners.com or contact Denise Hamsher at 713-821-2089, e-mail [email protected].

Financial Information from 2003 10-K

(in millions, except per unit amounts)

	2003	2002
Market value *	$1,683.4	$1,402.8
Current assets	$408.8	$297.5
Net property, plant & equipment	$2,465.6	$2,253.3
Total assets	$3,231.8	$2,834.9
Current liabilities	$588.9	$358.6
Long-term debt	$1,155.8	$1,011.4
Partners’ capital	$1,313.3	$991.6
Revenue	$3,172.3	$1,185.5
Operating income	$194.3	$138.0
Net income	$111.7	$78.1
Net income/unit	$1.93	$1.76
Distribution / unit	$3.70	$3.60
High unit price	$52.93	$46.75
Low unit price	$41.70	$35.68
*As of June 30,2003 and June 28, 2002

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