Use these links to rapidly review the documentTABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES ENBRIDGE ENERGY MANAGEMENT, L.L.C.



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended DECEMBER 31, 2007                  
|OR                                                           
|o                                                             | 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

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                               |  | 61-1414604(I.R.S. Employer Identification No.)                  
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|1100 Louisiana, Suite 3300
Houston, Texas 77002(Address of principal executive offices and zip code)
|(713) 821-2000(Registrant's telephone number, including area code)                                  
|Securities registered pursuant to Section 12(b) of the Act:                                         
|Title of each classShares representing limited liability company interests                           |  | Name of each exchange on which registeredNew York Stock Exchange
|Securities registered pursuant to Section 12(g) of the Act:NONE                                     

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 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. ý

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.

|Large Accelerated Filer o |  | Accelerated Filer ý        
|------------------------- |  | ---------------------------
|Non-Accelerated Filer o   |  | Smaller reporting company o

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

As of June 30, 2007, the aggregate market value of the Registrant's Listed Shares held by non-affiliates of the Registrant was $602,552,100
based on the last reported sale price of such Listed Shares on the New York Stock Exchange on that date.

As
of February 20, 2008, the Registrant has 13,815,386 Listed Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Annual Report on Form 10-K of Enbridge Energy Partners, L.P. for the year ended December 31, 2007



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TABLE OF CONTENTS



|                                           |                                                                                       |     | Page
|------------------------------------------ | ------------------------------------------------------------------------------------- | --- | ----
|                                           | PART I                                                                                |     |     
|Item 1.                                    | Business                                                                              |     | 1   
|Item 1A.                                   | Risk Factors                                                                          |     | 3   
|Item 1B.                                   | Unresolved Staff Comments                                                             |     | 9   
|Item 2.                                    | Properties                                                                            |     | 9   
|Item 3.                                    | Legal Proceedings                                                                     |     | 9   
|Item 4.                                    | Submission of Matters to a Vote of Security Holders                                   |     | 9   
|                                           | PART II                                                                               |     |     
|Item 5.                                    | Market for Registrant's Common Equity and Related Stockholder Matters                 |     | 10  
|Item 6.                                    | Selected Financial Data                                                               |     | 11  
|Item 7.                                    | Management's Discussion and Analysis of Financial Condition and Results of Operations |     | 12  
|Item 7A.                                   | Quantitative and Qualitative Disclosures About Market Risk                            |     | 16  
|Item 8.                                    | Financial Statements and Supplementary Data                                           |     | 16  
|Item 9.                                    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |     | 16  
|Item 9A.                                   | Controls and Procedures                                                               |     | 16  
|Item 9B.                                   | Other Information                                                                     |     | 17  
|                                           | PART III                                                                              |     |     
|Item 10.                                   | Directors and Executive Officers of the Registrant and Corporate Governance           |     | 18  
|Item 11.                                   | Executive Compensation                                                                |     | 23  
|Item 12.                                   | Security Ownership of Certain Beneficial Owners and Management                        |     | 24  
|Item 13.                                   | Certain Relationships and Related Transactions, and Director Independence             |     | 26  
|Item 14.                                   | Principal Accountant Fees and Services                                                |     | 28  
|                                           | PART IV                                                                               |     |     
|Item 15.                                   | Exhibits, Financial Statement Schedules                                               |     | 28  
|Signatures                                 |                                                                                       | 30 
|Index to Consolidated Financial Statements |                                                                                       | F-1

This Annual Report on Form 10-K 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," "should" or "will" or the negative of those terms or other variations of them or comparable terminology. In particular, statements, expressed or implied, concerning future
actions, conditions or events or future operating results or the ability to generate revenue, income or cash flow 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 the ability of Enbridge Energy Management, L.L.C. to control or predict. For additional discussion of
risks, uncertainties and assumptions, see "Item 1A. Risk Factors" included elsewhere in this Annual Report on Form 10-K.

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PART I

Item 1.    Business

OVERVIEW

In this report, unless the context requires otherwise, references to "we," "us," "our," the "Company," or "Enbridge Management" are intended to mean Enbridge
Energy Management, L.L.C. Our shares, representing limited liability company interests, which we refer to as our Listed Shares, are traded on the New York Stock Exchange, or NYSE, under the symbol
"EEQ." References to our "shares" in this Annual Report mean, collectively, our Listed Shares and our voting shares.

We
are a publicly-traded Delaware limited liability company that was formed on May 14, 2002. We are a limited partner of Enbridge Energy Partners, L.P. (the "Partnership"),
through our ownership of i-units, a special class of the Partnership's limited partner interests. The Partnership's Class A common units are traded on the NYSE under the symbol
"EEP," which together with the Class B common units we refer to as common units. Under a delegation of control agreement among us, the Partnership and its general partner, Enbridge Energy
Company, Inc. (the "General Partner"), we manage the Partnership's business and affairs. The General Partner is an indirect, wholly-owned subsidiary of Enbridge Inc., an energy company
located in Calgary, Alberta, Canada that we refer to herein as Enbridge.

As
of December 31, 2007 and 2006, we owned an approximate 14.7 percent and 16.0 percent limited partnership interest of the Partnership, respectively. At
December 31, 2007, the General Partner owned 1.51 (100 percent) of our voting shares, as well as 2,336,037 (17.2 percent) of our Listed Shares, while the remaining 11,228,047
(82.8 percent) Listed Shares are held by the public. Our performance depends on the operations and management of the Partnership. Accordingly, we incorporate by reference the Partnership's
Annual Report on Form 10-K for the year ended December 31, 2007 (the "Partnership's 10-K").

On
October 17, 2002, we became a limited partner of the Partnership and, pursuant to a delegation of control agreement, assumed the management of the Partnership's business and
affairs. The delegation of control agreement provides that we will not amend or propose to amend the Partnership's partnership agreement, allow a merger or consolidation involving the Partnership,
allow a sale or exchange of all or substantially all of the assets of the Partnership or dissolve or liquidate the Partnership without the approval of the General Partner.

The
General Partner remains responsible to the Partnership for actions taken or omitted by us while serving as the delegate of the General Partner as if the General Partner had taken or
omitted to take such actions. The General Partner owns all of our voting shares. The General Partner has agreed not to voluntarily withdraw as general partner of the Partnership and has agreed not to
transfer its interest as general partner of the Partnership unless the transferee agrees in writing to be bound by the terms and conditions of the delegation of control agreement that apply to the
General Partner.

Under
its partnership agreement, except for the available cash that the Partnership is required to retain in respect of the i-units and Class C units, the Partnership
distributes all of its available cash to its general partner and holders of its common units on a quarterly basis. The amount of cash distributed by the Partnership depends on the operations of the
Partnership and its subsidiaries and is determined by our board of directors in accordance with the Partnership's partnership agreement. We do not, however, receive distributions of cash in respect of
the i-units we own and do not otherwise have any cash flow attributable to our ownership of the i-units. Instead, when the Partnership makes distributions of cash to the
General Partner and holders of its common units, the number of i-units we own increases automatically under the Partnership's partnership agreement and the amount of available cash that is
attributable to the

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i-units
is retained by the Partnership. The amount of this increase is calculated by dividing the amount of the cash distribution paid by the Partnership on each of its common units by the
average closing price of one of our Listed Shares on the NYSE as determined for a 10-trading day period ending on the trading day immediately prior to the ex-dividend date for
our shares. Concurrently, with the increase in the number of i-units we own, we make distributions on our shares in the form of additional shares, with the result that the number of shares
that are then outstanding equal the number of i-units that we own.

We
have elected to be treated as a corporation for federal income tax purposes. Therefore, an owner of our shares does not report on its federal income tax return any of our items of
income, gain, loss and deduction relating to an investment in us. We are subject to federal income tax on our taxable income; however, the i-units owned by us generally are not entitled to
allocations of income, gain, loss or deduction of the Partnership unless there is a liquidation of the Partnership. Therefore, we do not anticipate that we will have material amounts of taxable income
resulting from our ownership of the i-units unless we enter into a sale or exchange of the i-units or the Partnership is liquidated.

The
Partnership recognizes the delegation of rights and powers to us, and indemnifies and protects us, our officers and our directors to the same extent as it does with respect to the
General Partner under the Partnership's partnership agreement. In addition, the Partnership reimburses us for expenses to the same extent as it does with respect to the General Partner under the
Partnership's partnership agreement and reimburses us for any Texas franchise taxes and any other foreign, state and local taxes not otherwise paid or reimbursed pursuant to a tax indemnification
agreement between Enbridge and us.

The
delegation of control agreement with the General Partner continues until:



The
General Partner is the only general partner of the Partnership. The General Partner retains its general partner interest and shares in the profits, losses and distributions from the
Partnership.

If
the General Partner's power and authority as general partner are modified in the partnership agreement of the Partnership, then the power and authority delegated to us will be
modified on the
same basis. The delegation of control agreement can be amended by all parties to the agreement except for any amendment that, in the sole discretion of our board of directors, would reduce the time
for any notice to which owners of our shares are entitled or would materially adversely affect the rights or preferences of the holders of our shares.

EMPLOYEES

We have entered into agreements with the General Partner and several of its affiliates to provide us with the necessary services and support personnel, who act on
our behalf as our agents.

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AVAILABLE INFORMATION

We file annual, quarterly and other reports and other information with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). You may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain
additional information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.govthat contains reports, proxy and
information statements and other information regarding issuers that file electronically with the
SEC, including us.

We
also make available free of charge on or through our Internet website athttp://www.enbridgemanagement.com, our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information statements, and if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Information contained on our website is not part of this report.

Item 1A.    Risk Factors

As discussed above, our results of operations, financial position and cash flows depend upon the results of operations, financial position and cash flows of the
Partnership. Consequently, risks and uncertainties affecting the Partnership will directly affect our results of operations, financial position and cash flows and could cause actual results to differ
from the forward-looking statements herein. For a discussion of the risk factors that could affect the Partnership's actual results and cause such results to differ from forward-looking statements
contained herein and in the Partnership's Annual Report, please read "Risk Factors" contained in Part I, Item 1A of the Partnership's 10-K, which discussion is incorporated
herein by reference.

RISKS RELATED TO OUR BUSINESS

Because our only assets are the Partnership's i-units that we own, our financial condition and results of operations depend solely upon the performance of the
Partnership.

We
are a limited partner of the Partnership and our only assets are the Partnership's i-units that we own. As a result, our financial condition and results of operations are
entirely dependent upon the Partnership's financial condition and results of operations. You should read the risk factors contained in the Partnership's Annual Report on Form 10-K
and any subsequent annual and quarterly reports filed by the Partnership with the SEC for information regarding the risks and uncertainties that could affect the Partnership's financial condition and
results of operations and, therefore, the value of your shares.

The distributions of additional shares that we make to our shareholders depend upon the amount of cash that the Partnership distributes to its Class A and B common
unitholders.

When
the Partnership makes a cash distribution on its Class A and B common units, we distribute on each of our shares that fraction of a share determined by dividing the amount of
the cash distribution paid by the Partnership on each common unit by the average market price of one of our Listed Shares. Therefore, if the Partnership decreases the cash distributions that it pays
to its common unitholders, the value of the distributions of additional shares that we make to our shareholders will decrease as well.

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Our
board of directors may establish cash reserves at the Partnership that it believes are necessary to fund the Partnership's future operating and capital expenditures, provide for the
proper conduct of its business, comply with applicable laws or agreements to which the Partnership is a party, or provide funds for future distributions to partners. These cash reserves affect the
amount of cash available for distribution by the Partnership to its common unitholders and, consequently, the value of the distributions of additional shares that we make to our shareholders.

In
addition, the fraction of a share to be issued in each quarterly distribution on our outstanding shares is based on the average closing price of our shares for the ten consecutive
trading days preceding the ex-dividend date for our shares. Because the market price of our shares may vary substantially over time, the value of the additional shares that we distribute
to our shareholders may vary substantially from the cash that you would have received had you owned common units of the Partnership instead of our shares.

The Partnership may issue additional common or other classes of units, and we may issue additional shares, which would dilute your ownership interest.

The
issuance of additional common or other classes of units by the Partnership or shares by us, other than our quarterly distributions to you, may have the following effects:



Additionally,
the public sale by the General Partner of a significant portion of the 3,912,750 Class B common units that it currently owns could reduce the market price of the
Class A common units and, indirectly, our shares. The Partnership's partnership agreement allows the General Partner to cause the
Partnership to register for public sale any units held by the General Partner or its affiliates. A public sale of the Class B common units currently held by the General Partner could absorb
some of the trading market demand for the outstanding Class A common units, which indirectly could reduce the market price of our shares. In addition, the General Partner may sell its
Class B common units in private transactions at any time, which could have a similar effect on the market for the outstanding Class A common units and, indirectly, the shares.

The
Partnership also has Class C units outstanding that receive additional Class C units each time the Partnership makes cash distributions on its common units. The holders
of the Class C units receive additional Class C units equal to the quarterly cash distribution per unit the Partnership makes on its common units divided by the average market price of a
Class A common unit as listed on the NYSE for the 10-trading day period immediately preceding the ex-dividend date for the Partnership's Class A common units
multiplied by the number of Class C units outstanding on the record date. After August 2009, the holders of the Class C units may request that the Class C units be converted into
Class A common units which could absorb some of the trading demand for the outstanding Class A common units, which indirectly could reduce the market price of our shares. Additionally,
the holders of the Class C units may sell them in private transactions at any time, which could have a similar effect on the market for outstanding Class A common units, and indirectly,
the shares.

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If we are not fully reimbursed or indemnified for obligations and liabilities we incur in managing the business and affairs of the Partnership, we may be unable to pay those
liabilities and the value of our shares could decline.

Under
the delegation of control agreement, we have been delegated management of the Partnership and its operating subsidiaries. To the extent we incur liabilities or other obligations in
connection with our performance under the delegation of control agreement, we are entitled to be reimbursed or indemnified by the Partnership to the same extent as the General Partner under the
Partnership's partnership agreement. In the event the Partnership and the General Partner are either unwilling or unable to reimburse or indemnify us, we likely will be unable to satisfy these
liabilities or obligations. Additionally, our right to reimbursement or indemnification is limited under certain circumstances, including if we act in bad faith or if we violate laws, like the U.S.
federal securities laws, where indemnification may be against public policy.

If in the future we cease to manage the business and affairs of the Partnership, we may be deemed to be an investment company under the Investment Company Act of
1940.

If
we cease to manage the Partnership's business and are deemed to be an investment company under the Investment Company Act of 1940, we would either have to register as an investment
company under the Investment Company Act, obtain exemptive relief from the SEC, or modify our organizational structure or our contract rights to fall outside the definition of an investment company.
Registering as an investment company could, among other things, materially limit our ability to engage in transactions with our affiliates, including the purchase and sale of certain securities or
other property to or from our affiliates, restrict our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us or our
affiliates.

TAX RISKS TO OUR SHAREHOLDERS

If the Partnership were treated as a corporation for U.S. federal income tax purposes, the value of our shares would be substantially reduced, and the owner of our voting
shares would have the right to merge us into the Partnership.

The
anticipated benefit of an investment in our shares depends largely on the continued treatment of the Partnership as a partnership for U.S. federal income tax purposes. Current law
requires the Partnership to derive at least 90% of its annual gross income from specific activities to continue to be treated as a partnership for U.S. federal income tax purposes. The Partnership may
not find it possible, regardless of its efforts, to meet this income requirement or may inadvertently fail to meet this income requirement. Current law could change so as to cause the Partnership to
be treated as a corporation for U.S. federal income tax purposes without regard to its sources of income or otherwise subject the Partnership to entity-level taxation.

If
the Partnership were to be treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on its income at the corporate tax rate, which currently
is a maximum of 35%, and would pay state income taxes at varying rates. Because a tax would be imposed upon the Partnership as a corporation, the cash available for distribution to its common
unitholders could be substantially reduced, which could reduce the value of the i-units we own and the value of your shares. In addition, the automatic increase in the number of
i-units that we will own after each quarterly distribution of cash to holders of common units generally would be taxed as a corporate distribution to us.

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Under the provisions of our limited liability company agreement and the Partnership's partnership agreement, if the Partnership were to be treated as a corporation for U.S. federal
income tax purposes, the owner of our voting shares has the right to cause us to merge with or into the Partnership or one of its subsidiaries. As a condition to such merger, we must obtain either an
opinion of counsel that such merger should be currently non-taxable to holders of our shares or a ruling from the United States Internal Revenue Service, or IRS, that such merger will be
currently non-taxable to holders of our shares, except as to the consideration received for fractional shares or as to the termination of any rights or obligations related to the purchase
provisions. In such event, you would receive common units or other securities substantially similar to the common units in exchange for your shares.

RISKS ARISING FROM OUR ORGANIZATIONAL STRUCTURE AND RELATIONSHIPS WITH ENBRIDGE, THE GENERAL PARTNER AND THE PARTNERSHIP

Shares are subject to purchase provisions that could result in your having to sell your shares at a time or price that may be unfavorable to you.

If
Enbridge exercises any of its rights to purchase our shares, you will be required to sell your shares at a time or price that may be undesirable, and you could receive less than you
paid for your shares. Any sale of our shares to Enbridge or otherwise for cash will be a taxable transaction to the owner of the shares sold. Accordingly, a gain or loss will be recognized on the sale
equal to the difference between the cash received and the owner's tax basis in the shares sold.

The shares you own are not entitled to vote to elect our directors, and, therefore, you will have little or no opportunity to influence or change our
management.

You
have little or no opportunity to influence or change our management, because Enbridge indirectly owns all of our voting shares and elects all of our directors. Through the election
of our directors, Enbridge indirectly controls us and the Partnership. Furthermore, if a person or group owns 20% or more of the aggregate number of issued and outstanding common units and our shares,
that person or group may not vote its shares. This limitation does not apply to Enbridge and its affiliates. This provision may discourage a person or group from attempting to take over control of us
or the Partnership and reduce the price at which our shares will trade under certain circumstances.

The terms of our shares may be changed in ways you may not like, because our board of directors will have the power to change the terms of our shares in ways our board
determines, in its sole discretion, are not materially adverse to you.

As
an owner of our shares, you may not like the changes made to the terms of our shares, if any, and you may disagree with our board of directors' decision that the changes are not
materially adverse to you as a shareholder. If you should disagree with our board of directors' decisions, your recourse will be limited because our limited liability company agreement gives broad
latitude and discretion to our board of directors and eliminates or reduces many of the fiduciary duties that our board of directors otherwise would owe to you.

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Our limited liability company agreement limits the fiduciary duties that our directors owe to our shareholders and restricts the remedies available to our shareholders for
actions taken by our board of directors that might otherwise constitute a breach of a fiduciary duty.

Our
limited liability company agreement contains provisions that modify the fiduciary duties that our board of directors would otherwise owe to our shareholders under state fiduciary
duty law. For example, our limited liability company agreement:



These
and similar provisions in our limited liability company agreement may restrict the remedies available to our shareholders for actions taken by our board of directors that might
otherwise constitute a breach of a fiduciary duty. The Partnership's partnership agreement contains similar provisions that modify the fiduciary duties that the board of directors of the General
Partner would otherwise owe to the Partnership's unitholders under state fiduciary duty law. As the delegate of the General Partner, these provisions apply to our directors and officers in managing
the business and affairs of the Partnership.

Potential conflicts of interest may arise among Enbridge and its shareholders, on the one hand, and us and our shareholders and the Partnership and its unitholders, on the
other hand. Because the fiduciary duties of our directors have been modified, our board of directors may be permitted to make decisions that benefit Enbridge and its shareholders or the Partnership
and its unitholders more than us and our shareholders.

Conflicts
of interest may arise from time to time among Enbridge and its shareholders, on the one hand, and us and our shareholders and the Partnership and its unitholders, on the other
hand. Conflicts of interest may also arise from time to time between us and our shareholders, on the one hand, and the Partnership and its unitholders, on the other hand. In managing and controlling
us and the Partnership, our board of directors may consider the interests of all parties to a conflict and may resolve those conflicts by making decisions that benefit Enbridge and its shareholders or
the Partnership and its unitholders more than us and our shareholders. The following decisions, among others, could involve conflicts of interest:



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In
these and similar situations, any decision by our board of directors may benefit one group more than another, and in making such decisions, our board of directors may consider the
interests of all groups, as well as other factors, in deciding whether to take a particular course of action.

In
other situations, Enbridge may take certain actions, including engaging in businesses that compete with the Partnership, that are adverse to us and our shareholders and the
Partnership and its unitholders. For example, although Enbridge and its subsidiaries are generally restricted from engaging in any business that is in direct material competition with our businesses,
that restriction is subject to the following significant exceptions:



Since
the Partnership was not engaged in any aspect of the natural gas business at the time of its initial public offering, Enbridge and its subsidiaries are not restricted from
competing with the Partnership in any aspect of the natural gas business. In addition, Enbridge and its subsidiaries would be permitted to transport crude oil and liquid petroleum over routes that are
not the same as the Partnership's Lakehead system, even if such transportation is in direct material competition with the Partnership's business.

These
exceptions also expressly permitted the reversal by Enbridge in 1999 of one of its pipelines that extends from Sarnia, Ontario to Montreal, Quebec. As a result of this reversal,
Enbridge competes with the Partnership to supply crude oil to the Ontario, Canada market.

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In the event of a liquidation of the Partnership not resulting from any action taken by the Partnership or otherwise approved by us at the direction of our shareholders, the
value of our shares would likely decline.

The
Partnership may not take any action to cause a liquidation of the Partnership unless, prior to such liquidation, Enbridge has agreed to purchase all of our shares or we have voted to
approve such liquidation at the direction of our shareholders. In the event of a liquidation of the Partnership not resulting from any action taken by the Partnership or otherwise approved by us at
the direction of our shareholders, the value of your shares will depend on the after-tax amount of the liquidating distribution received by us as the owner of i-units. The
terms of the i-units provide that no allocations of income, gain, loss or deduction will be made in respect of the i-units until such time as there is a liquidation of the
Partnership. If there is a liquidation of the Partnership, it is intended that we will be allocated income and gain in an amount necessary for the capital account attributable to each
i-unit to be equal to that of a common unit. As a result, we likely will realize taxable income upon the liquidation of the Partnership. However, there may not be sufficient amounts of
income and gain to cause the capital account attributable to each i-unit to be equal to that of a common unit. If they are not equal, we and, therefore, you will receive less value than
would be received by an owner of common
units. In that event, the liquidating distribution per common unit will exceed the liquidating distribution per i-unit.

Further,
the tax indemnity provided to us by Enbridge only indemnifies us for our tax liabilities arising out of a transaction involving the i-units to the extent we have not
received sufficient cash in the transaction generating the tax liability to pay the associated tax. Prior to any liquidation of the Partnership, we do not expect to receive cash in a taxable
transaction. If a liquidation of the Partnership occurs, however, we likely would receive cash which we would use, at least in part, to pay taxes. As a result, our residual value and the value of our
shares will likely be less than the value of the common units upon the liquidation of the Partnership.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

None.

Item 3.    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 aggregate, have a material adverse effect on our financial condition.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

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PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters

Our Listed Shares are traded on the NYSE under the symbol "EEQ." The quarterly price ranges per Listed Share are summarized as follows:

|             |  | Market Price Data
|------------ |  | -----------------
|
|
|
|March 31     |  | $                
|June 30      |  | $                
|September 30 |  | $                
|December 31  |  | $                

On
February 20, 2008, the last reported sales price of the Listed Shares on the NYSE was $51.97. As of February 12, 2008, there were approximately 9,600 holders of our
Listed Shares, which includes individual participants in security position listings.

Distributions.Under the terms of our limited liability company agreement, except in connection with our liquidation, we do
not pay distributions on our Listed Shares in cash, but instead make distributions on our Listed Shares in additional shares or fractions of shares. At the same time the Partnership makes a
distribution on its common units and i-units, we distribute on each of our shares that fraction of a share determined by dividing the amount of the cash distribution to be made by the
Partnership on each common unit by the average market price of a Listed Share determined for the ten-trading day period ending on the trading day immediately prior to the
ex-dividend date for our Listed Shares.

The
following table sets forth the share distributions, as approved by the board of directors, for each period in the years ended December 31, 2007 and 2006.

|Dividend
Declaration Date |  | Record Date |  | Dividend 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
|------------------------- |  | ----------- |  | --------------------- |  | ---------------------------------------- | ----- | ------------------------------------------ | - | ------------------------ |  | ----------------------------------- |  | --------------------------------------------
|2007                      |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|October 29                |  | November 6  |  | November 14           |  | $                                        | 0.950 |                                            | $ | 52.39                    |  | 241,590                             |  | 199,983                                     
|July 27                   |  | August 6    |  | August 14             |  | $                                        | 0.925 |                                            | $ | 56.55                    |  | 214,422                             |  | 177,494                                     
|April 26                  |  | May 7       |  | May 15                |  | $                                        | 0.925 |                                            | $ | 58.11                    |  | 205,398                             |  | 170,024                                     
|January 26                |  | February 6  |  | February 14           |  | $                                        | 0.925 |                                            | $ | 51.30                    |  | 228,528                             |  | 189,170                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  | 889,938                             |  | 736,671                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|2006                      |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|October 27                |  | November 6  |  | November 14           |  | $                                        | 0.925 |                                            | $ | 49.24                    |  | 233,693                             |  | 193,446                                     
|July 28                   |  | August 4    |  | August 14             |  | $                                        | 0.925 |                                            | $ | 44.50                    |  | 253,310                             |  | 209,684                                     
|April 27                  |  | May 5       |  | May 15                |  | $                                        | 0.925 |                                            | $ | 43.43                    |  | 254,126                             |  | 210,360                                     
|January 30                |  | February 7  |  | February 14           |  | $                                        | 0.925 |                                            | $ | 47.47                    |  | 228,071                             |  | 188,792                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  | 969,200                             |  | 802,282                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             

10

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In
2007 and 2006, we had non-cash investing activities in the form of the distributions from the i-units and corresponding non-cash financing
activities in the
form of the distributions to the shareholders of our Listed Shares of $48.4 million and $44.6 million, respectively.

On
January 28, 2008, our board of directors declared a share distribution payable on February 14, 2008, to shareholders of record as of February 6, 2008, based on
the $0.950 per common unit distribution declared by the Partnership. The Partnership's distribution increases the number of i-units we own. The amount of i-units we received
from the Partnership on February 14, 2008 was 251,302.

The
total i-units distributed to us was computed by dividing $0.950, the cash amount distributed per common unit, by $51.28, the average closing price of the Listed Shares on
the NYSE for the ten consecutive trading days prior to the ex-dividend date, multiplied by 13,564,086, the number of shares outstanding prior to the distribution. We distributed additional
Listed Shares to the holders of our Listed Shares and additional shares to the General Partner in respect of these additional i-units.

Item 6.    Selected Financial Data

The following table sets forth our summary historical financial data for the periods and at the dates indicated. We derived the historical financial data from,
and it should be read in conjunction with, our consolidated financial statements and notes thereto beginning at page F-1. See also "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations."

|                                                                |  | For the Years Ended December 31, |      
|--------------------------------------------------------------- |  | -------------------------------- | -----
|
|
|Equity income from investment in Enbridge Energy Partners, L.P. |  | $                                | 32.0 
|Gain on issuance of units by Enbridge Energy Partners, L.P.     |  |                                  | 17.0 
|Income tax expense                                              |  |                                  | (17.6
|                                                                |  |                                  |      
|Net income                                                      |  | $                                | 31.4 
|                                                                |  |                                  |      
|Basic and diluted earnings per share                            |  | $                                | 2.40 
|                                                                |  |                                  |      
|Weighted average shares outstanding                             |  |                                  | 13.1 
|                                                                |  |                                  |      
|Equivalent distribution value per share(1)                      |  | $                                | 3.725
|                                                                |  |                                  |      
|Number of additional shares distributed                         |  |                                  | 0.89 
|                                                                |  |                                  |      
|Total assets at December 31                                     |  | $                                | 462.0
|                                                                |  |                                  |      

---

Selected financial data of the Partnership is found in Part II, Item 6. of the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, which 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 the cash flows of the Partnership.

11

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with our consolidated
financial statements and the accompanying notes beginning on page F-1 of this Annual Report on Form 10-K.

BUSINESS OVERVIEW

We are a Delaware limited liability company that was formed on May 14, 2002. We have elected to be treated as a corporation for U.S. federal income tax
purposes. The General Partner owns all of our voting shares and is an indirect, wholly-owned subsidiary of Enbridge.

By
agreement with the Partnership and the General Partner, we manage the business and affairs of the Partnership, subject to the General Partner's right to approve specified actions.

The
information set forth under "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Partnership's Annual Report
on Form 10-K for the fiscal year ended December 31, 2007, is hereby incorporated by reference as our results of operation, financial position and cash flows are dependent on
the results of operation, financial position and cash flows of the Partnership.

RESULTS OF OPERATIONS

Our results of operations consist of our share of earnings of the Partnership attributed to the i-units we own. At December 31, 2007, 2006 and
2005, through our ownership of
i-units, we had an approximate 14.7 percent, 16.0 percent and 17.5 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 units outstanding due to our ownership of additional i-units and
other issuances of limited partner interests by the Partnership.

The
following table presents the Partnership's allocation of net income to the General Partner and limited partners for the periods presented.

|                                                  |  | Year ended December 31, |      
|------------------------------------------------- |  | ----------------------- | -----
|
|
|Net income of the Partnership                     |  | $                       | 249.5
|Less: net income allocated to the General Partner |  |                         | (37.7
|                                                  |  |                         |      
|Net income allocated to limited partners          |  | $                       | 211.8
|                                                  |  |                         |      

Our
net income of $31.4 million, $28.7 million and $12.4 million for the years ended December 31, 2007, 2006 and 2005, respectively, represents equity in
earnings attributable to the i-units that we own, plus the dilution gain from the Partnership's issuance of Class A common units, 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 36.5% in 2007,
36.8% in 2006, and 37.3% in 2005, of our share of the earnings of the Partnership. Our earnings increased by $2.7 million from 2006 to 2007, primarily due to the $17.0 million of
dilution gains we recognized from the Partnership's sale in May 2007 of its Class A common units, which were not present in 2006. This increase is partially offset by lower equity income from
our investment in the Partnership that is

12

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the
result of two factors: (1) net income allocated to the limited partners was lower due to non-cash mark-to-market losses that occurred during 2007
compared with gains that occurred during 2006 on derivative financial instruments held by the Partnership to hedge its commodity price exposure; and (2) issuances of Class A common units
and Class C units that have reduced our percentage ownership interest in the net income allocated to limited partners.

In
May 2007, the Partnership issued and sold 5.3 million Class A common units which reduced our ownership interest in the Partnership from 15.2 percent, immediately
prior to the issuance, to 14.3 percent following the issuance, since we did not participate. As a result, we recognized a dilution gain of $17.0 million, since the per unit issuance
price was greater than our average cost per i-unit. Although our ownership interest in the Partnership is also reduced by the issuance and sale of Class C units, we do not recognize
a gain or loss when the Partnership issues additional Class C units because they represent convertible securities.

Our
earnings increased by $16.3 million from 2005 to 2006, primarily due to higher equity income from our investment in the Partnership that was partially offset by a reduction in
our percentage ownership of the Partnership due to its Class C unit issuance in August 2006. Our 2006 earnings were also offset by dilution gains that were not present in 2006 as compared with
2005 and greater income tax expense associated with additional taxable income. We recognize dilution gains when the Partnership issues additional Class A common units and we do not participate
in the issuance.

Both
basic and diluted earnings per share are calculated by dividing our net income by our weighted-average number of outstanding shares during the period. Earnings per share was $2.40
for the year ended December 31, 2007 as compared with $2.35 for the year ended December 31, 2006. Earnings per share was $2.35 for the year ended December 31, 2006 as compared
with $1.10 for the year ended December 31, 2005. The increase in earnings per share from 2006 to 2007 is primarily attributable to the $17.0 million of dilution gains we recognized
partially offset by the lower equity income from our investment in the Partnership discussed above. The increase in earnings per share from 2005 to 2006 is attributable to higher net income that was
partially offset by an increase in the weighted average number of our shares outstanding.

We
do not have any securities outstanding that may be converted into or exercised for our shares.

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 December 31, 2007, our issued
capitalization consisted of $547.0 million associated with our 13,564,084 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 Partnership's 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 NYSE
as determined for a 10-trading day period ending on the trading day immediately prior to the ex-dividend date for our shares, multiplied by the number of shares outstanding on
the record date. We make share distributions to

13

---



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.

We
used substantially all of the net proceeds from our initial public offering to purchase i-units from the Partnership and to compensate Enbridge (the ultimate parent
company of the General Partner) for its purchase provisions and tax indemnities. Under the Enbridge purchase provisions, which are a part of our limited liability company agreement, Enbridge has the
right, under limited circumstances, to purchase our outstanding shares. In addition, Enbridge generally agreed to indemnify us for any tax liability attributable to our formation, our management of
the Partnership or our ownership of the i-units. Additionally, Enbridge generally agreed to indemnify us for any taxes arising from a transaction involving the i-units to the
extent the transaction does not generate sufficient cash to pay such taxes, in each case, other than any Texas franchise taxes or any other similar capital-based foreign, state or local taxes that are
required to be paid or reimbursed by the Partnership under the delegation of control agreement.

If
we incur liabilities or other obligations in connection with the performance of our obligations under the delegation of control agreement, we are entitled to be reimbursed or to be
indemnified by the Partnership or the General Partner. Thus, we expect that our expenditures associated with managing the business and affairs of the Partnership and the reimbursement of these
expenses that we receive will continue to be equal. As stated above, we do not receive quarterly distributions of cash on the i-units we hold. Therefore, we expect neither to generate nor
to require significant amounts of cash in ongoing operations. Any net cash proceeds we receive from the sale of additional shares will immediately be used to purchase additional i-units.
Accordingly, we do not anticipate any other sources of or needs for additional liquidity.

We
are not permitted to borrow money or incur debt other than with Enbridge and its affiliates without the approval of holders owning at least a majority of our shares.

INCOME TAXES

We are a limited liability company that has elected to be treated as a corporation for federal income tax purposes. Deferred income tax assets and liabilities are
recognized for temporary differences between the basis of our assets and liabilities for financial reporting and income tax purposes.

Pursuant
to a delegation of control agreement with the General Partner, the Partnership has agreed to reimburse us and Enbridge Management Services, L.L.C., our wholly-owned subsidiary,
("EMS"), for any direct and indirect expenses we or EMS incur to the same extent as it does with respect to the General Partner as general partner, including certain tax expenses. In December 2007,
EMS was dissolved, and therefore, we perform the functions previously performed by EMS.

The
delegation of control agreement with the General Partner was amended effective February 21, 2005. As a result of the amendment, the General Partner bears the economic impact
for our taxes only in the event we do not have sufficient cash to pay them. Accordingly, we began accruing state income taxes in 2005 in addition to federal income taxes.

The
effective tax rate used in computing the income tax provision in 2007 is 36.5%, which represents the federal statutory rate of 35.0% and the effective state rate of 1.5%.

Our
income tax expense of $17.6 million for the year ended December 31, 2007, is $1.7 million greater than the $15.9 million we incurred for the same period
in 2006. The increase in income tax expense was

14

---



due
to the increase in taxable income primarily associated with the $17.0 million of dilution gains we recognized from the Partnership's sale in May 2007 of its Class A common units,
offset by decreases in equity income from the Partnership as discussed above.

Our
income tax expense of $15.9 million for the year ended December 31, 2006, is $6.0 million greater than the $9.9 million we incurred for the same period in
2005. The increase in income tax expense related to the increase in equity income from the Partnership in 2006, partially offset by decreases resulting from state effective tax rate reductions
impacting our deferred tax liability and from the $1.6 million charge we recorded in 2005 for cumulative state income taxes on the differences between book and taxable income resulting from an
amendment in 2005 to the delegation of control agreement.

SUBSEQUENT EVENTS

Share distribution

On January 28, 2008, our board of directors declared a share distribution payable on February 14, 2008, to shareholders of record as of
February 6, 2008, based on the $0.950 per limited partner unit distribution declared by the Partnership. We received 251,302 i-units from the Partnership, which is computed by
dividing $0.950, the cash amount distributed per limited partner unit, by the average closing price of one of our Listed Shares on the NYSE as determined for the 10-trading day period
ending on the trading day immediately prior to the ex-dividend date for our shares multiplied by the number of shares outstanding prior to the distribution. We distributed 251,302
additional Listed Shares to our listed shareholders and additional shares to the General Partner in respect of these additional i-units.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which we refer to
as U.S. GAAP. The preparation of these
financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, and
the disclosure of contingent assets and liabilities. Our management evaluates these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods
considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from these estimates. Any effects on the financial statements resulting from revisions to
these estimates are recorded in the period in which the facts that give rise to the revision become known.

Accounting for Investment in Enbridge Energy Partners, L.P.

We use the equity method of accounting for our ownership interest in the Partnership's net income and comprehensive income because we exercise significant
influence over the Partnership. We record our share of earnings of the Partnership in the period in which it is earned. At December 31, 2007, 2006, and 2005, we owned approximately
14.7 percent, 16.0 percent, and 17.5 percent of the Partnership, respectively. Our ownership percentage changes as the Partnership issues additional limited partner units. Changes
in the calculation of our ownership percentage affects our net income and comprehensive income.

Gain on issuance of units by Enbridge Energy Partners, L.P.

We recognize a gain or loss when the Partnership issues additional Class A common units and we do not participate in the issuance, since our ownership
interest in the Partnership is diluted. To the extent the

15

---



new
issuance price per unit is greater than or less than our adjusted average cost per unit, a gain or loss is recognized. Although our ownership interest in the Partnership is also reduced by the
issuance and sale of additional Class C units, we do not recognize a gain or loss when the Partnership issues additional Class C units because they represent convertible securities.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

None.

Item 7A.    Quantitative and Qualitative Disclosure About Market Risk

The nature of our business and operations is such that no activities or transactions of the type requiring discussion under this item are conducted.

For
a discussion of these matters as they pertain to the Partnership, please read "Part II, Item 7A." of the Partnership's Annual Report on Form 10-K for
the year ended December 31, 2007, which is hereby incorporated by reference as activities of the Partnership have an impact on our results of operations and financial position.

Item 8.    Financial Statements and Supplementary Data

Our consolidated financial statements, together with the notes thereto and the report of the independent registered public accounting firm, and unaudited
supplementary information, beginning on page F-1 of this Report, are hereby incorporated by reference.

The
financial statements of the Partnership, together with the notes thereto, the report of the independent registered public accounting firm and unaudited supplementary information, can
be found in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2007 in "Part II, Item 8," which is hereby incorporated by reference as
activities of the Partnership have an impact on our results of operations and financial position.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

Enbridge Management and 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 in our annual and quarterly reports under the Exchange Act. Our management has evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2007. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure

16

---



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. No changes in our internal control over financial reporting were made during the three months ended December 31, 2007, that would
materially affect our internal control over financial reporting.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as such term is defined in
Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended.

Our
internal control over financial reporting is a process designed under the supervision and with the participation of our principal executive and principal financial officers to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with
U.S. GAAP.

Our
internal control over financial reporting includes policies and procedures that:



Our
internal control over financial reporting may not prevent or detect all misstatements because of its inherent limitations. Additionally, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and
procedures.

Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007, based on the framework established in Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, our management concluded that our internal control over financial reporting is effective as of December 31, 2007.

PricewaterhouseCoopers LLP,
an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of
December 31, 2007, beginning on page F-2.

Item 9B.    Other Information

None.

17

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our business and affairs are managed by our board of directors.

Set
forth below is certain information concerning the directors and executive officers of the General Partner and us as the delegate of the General Partner under a delegation of control
agreement among the Partnership, the General Partner and us. All directors of the General Partner are elected annually and may be removed by Enbridge Pipelines Inc. ("Enbridge Pipelines"), as
the sole stockholder of the General Partner. All directors were elected and may be removed by the General Partner, as the sole holder of our voting shares. All of our officers and those of the General
Partner serve at the discretion of the respective boards of directors of the General Partner and us. All directors and officers of the General Partner hold identical positions with us.

|Name                              |  | Age |  | Position                                                                     
|--------------------------------- |  | --- |  | -----------------------------------------------------------------------------
|Directors and Executive Officers: |  |     |  |                                                                              
|M.O. Hesse                        |  | 65  |  | Director and Chairman of the Board                                           
|J.A. Connelly                     |  | 61  |  | Director                                                                     
|G.K. Petty                        |  | 66  |  | Director                                                                     
|D.A. Westbrook                    |  | 55  |  | Director                                                                     
|S.J.J. Letwin                     |  | 52  |  | Managing Director and Director                                               
|T.L. McGill                       |  | 53  |  | President and Director                                                       
|S.J. Wuori                        |  | 50  |  | Executive Vice PresidentLiquids Pipelines and Director                      
|Officers:                         |  |     |  |                                                                              
|R.L. Adams                        |  | 43  |  | Vice PresidentU.S. Engineering and Project Execution, Liquids Pipelines     
|E.C. Kaitson                      |  | 51  |  | Vice PresidentLaw and Deputy General Counsel                                
|D.V. Krenz                        |  | 56  |  | Vice President                                                               
|J.A. Loiacono                     |  | 45  |  | Vice PresidentCommercial Activities                                         
|M.A. Maki                         |  | 43  |  | Vice PresidentFinance                                                       
|A. Monaco                         |  | 48  |  | Executive Vice PresidentMajor Projects                                      
|S.J. Neyland                      |  | 40  |  | Controller                                                                   
|K.C. Puckett                      |  | 46  |  | Vice PresidentEngineering and Operations, Gathering and Processing          
|J.N. Rose                         |  | 40  |  | Treasurer                                                                    
|A.M. Schneider                    |  | 49  |  | Vice PresidentRegulated Engineering and Operations, Gathering and Processing
|B.A. Stevenson                    |  | 52  |  | Corporate Secretary                                                          
|L.A. Zupan                        |  | 52  |  | Vice PresidentLiquids Pipelines Operations                                  

M.O.
Hesse was elected Chairman of the Board in May 2007 and as a director of the General Partner and Enbridge Management in March 2003 and serves as a member of the Audit,
Finance & Risk Committee. Ms. Hesse was President and Chief Executive Officer of Hesse Gas Company from 1990 through 2003. She served as Chairman of the U.S. Federal Energy Regulatory
Commission from 1986 to 1989. Ms. Hesse also served as Senior Vice President, First Chicago Corporation and Assistant Secretary for Management and Administration, U.S. Department of Energy. She
is a private investor and currently serves as a director of Amec plc, Mutual Trust Financial Group, and Terra Industries, Inc.

18

---



J.A.
Connelly was elected a director of the General Partner and Enbridge Management in January 2003 and serves as the Chairman of the Audit, Finance & Risk Committee.
Mr. Connelly served as Executive Vice President, Senior Vice President and Vice President of the Coastal Corporation from 1988 to 2001. Mr. Connelly is a business consultant providing
executive management consulting services.

G.K.
Petty was elected a director of the General Partner in February 2001 and Enbridge Management upon its formation and serves on the Audit, Finance & Risk Committee.
Mr. Petty has served as a director of Enbridge since January 2001. Mr. Petty served as President and Chief Executive Officer of Telus Corporation, a Canadian telecommunications company,
from November 1994 to November 1999. Mr. Petty retired in 1994 from AT&T Corporation as a Vice-President after 25 years of service. He currently serves on the Board of
Directors of Fuelcell Energy Corporation.

D.A.
Westbrook was elected a director of the General Partner and Enbridge Management in October 2007 and serves on the Audit, Finance & Risk Committee. From May 2007 he has also
served on the Board of Directors of Synenco Energy Inc., where he is a member of their Audit & Risk and Finance Committees. From January 2006, he has served on the Board of Directors of
Knowledge Systems Inc., a privately held U.S. company. From 2001 to 2005, Mr. Westbrook served as President of BP China Gas, Power & Upstream and Vice-Chairman of the
Board of Directors of Dapeng LNG, a Sino joint venture between BP subsidiaries and other Chinese companies.

S.J.J.
Letwin was elected Managing Director of the General Partner and Enbridge Management in May 2006, and is also Executive Vice President, Gas Transportation & International of
Enbridge. Prior to his election he served Enbridge, the indirect parent of our General Partner, as Group Vice President, Gas Strategy & Corporate Development from April 2003; prior thereto he
served Enbridge as Group Vice President, Distribution & Services from September 2000.

T.
L. McGill was elected President of the General Partner and Enbridge Management in May 2006. Mr. McGill previously served as Vice President, Commercial Activity and Business
Development of the General Partner and Enbridge Management from April 2002 and Chief Operating Officer from July 2004. Prior to that time, Mr. McGill was President of Columbia Gulf Transmission
Company from January 1996 to March 2002.

S.
J. Wuori was elected a director of the General Partner and Enbridge Management in January 2008 and is also the Executive Vice President of Liquids Pipelines for the General Partner
and Enbridge Management. Mr. Wuori holds similar responsibilities with Enbridge. He was previously Executive Vice President, Chief Financial Officer and Corporate Development of Enbridge from
2006 to 2008, Group Vice President and Chief Financial Officer of Enbridge from 2003 to 2006 and Group Vice President, Corporate Planning and Development of Enbridge from 2001 to 2003.

R.L.
Adams was elected Vice President, U.S. Engineering and Project Execution, Liquids Pipelines of the General Partner and Enbridge Management in June 2007 prior to which he was Vice
President, Operations and Technologies from April 2003. Prior to April 2003, he was Director of Technology & Operations for the General Partner and Enbridge Management from 2001, and Director
of Field Operations and Technical Services and Director of Commercial Activities for Ocensa/Enbridge in Bogota, Colombia from 1997 to 2001.

E.C.
Kaitson was elected Vice President, Law and Deputy General Counsel of the General Partner and Enbridge Management in May 2007. He also currently serves as Deputy General Counsel of
Enbridge. Prior to that he was Assistant Secretary of the General Partner and Enbridge Management from July 2004. He served as Corporate Secretary of the General Partner and Enbridge Management from
October 2001

19

---



to
July 2004. He was previously Assistant Corporate Secretary and General Counsel of Midcoast Energy Resources, Inc. from 1997 until acquired by Enbridge in May 2001.

D.V.
Krenz was elected Vice President of the General Partner and Enbridge Management in January 2005. Prior to that, he was President of Shell Gas Transmission, LLC (previously
Shell Gas Pipelines Co.) from March 1996 to December 2004.

J.A.
Loiacono was elected Vice President, Commercial Activities, of the General Partner and Enbridge Management in July 2006. Prior to that, he was Director of Commercial Activities for
the General Partner and Enbridge Management from April 2003 and commenced employment with Midcoast Energy Resources in February 2000 as an Asset Optimizer.

M.A.
Maki was elected Vice President, Finance of the General Partner and Enbridge Management in July 2002. Prior to that time, he served as Controller of the General Partner and Enbridge
Management from June 2001, and prior to that, as Controller of Enbridge Pipelines from September 1999.

A.
Monaco was elected Executive Vice President, Major Projects of the General Partner and Enbridge Management in January 2008 and holds similar responsibilities with Enbridge. Prior to
that Mr. Monaco was President of Enbridge Gas Distribution Inc. from September 2006, Senior Vice President, Planning & Development, Enbridge from June 2003, and Vice President,
Financial Services, of Enbridge from February 2002. Mr. Monaco was Treasurer of the General Partner from February 2002 and Enbridge Management from its formation until his resignation in April
2003.

S.J.
Neyland was elected Controller of the General Partner and Enbridge Management effective September 2006. Prior to his election he served as Controller, Natural gas from January 2005,
Assistant Controller from May 2004 to January 2005, and in other managerial roles in Finance and Accounting from December 2001 to May 2004. Prior to that time, Mr. Neyland was Controller of
Koch Midstream Services from 1999 to 2001.

K.C.
Puckett was elected Vice President, Engineering and Operations, Gathering and Processing of the General Partner and Enbridge Management in October 2007. Prior to his election he
served as General Manager of Engineering and Operations from 2004 and Manager of Operations from 2002 to 2004.
Prior to that time, he served as Manager of Business Development for Sid Richardson Energy Services Company.

J.N.
Rose was elected Treasurer of the General Partner and Enbridge Management in January 2008. He was previously Assistant Treasurer of the General Partner and Enbridge Management from
July 2005. Mr. Rose is also a Director, Finance of Enbridge, a position he has held from October 2007, prior to which he was Manager, Finance from 2004. Prior to that Mr. Rose was a Vice
President with Citigroup Global Corporate and Investment Bank from 2001 to 2004.

A.M.
Schneider was elected Vice President, Regulated Engineering and Operations of the General Partner and Enbridge Management in October 2007. Prior to his election he served as
Director of Engineering and Operations for Regulated & Offshore and Director of Engineering Services from January 2005. Prior to that, Mr. Schneider was Vice President of Engineering and
Operations for Shell Gas Transmission from December 2000.

B.A.
Stevenson was elected Corporate Secretary of the General Partner and Enbridge Management in July 2004. Between 2000 and 2004 Mr. Stevenson held management positions with
Reliant Energy, Inc. and Arthur Andersen LLP. Prior to that Mr. Stevenson was General Counsel & Corporate Secretary of

20

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Alberta
Natural Gas Company Ltd, a Canadian gas processing and transmission company, that was acquired by TransCanada Pipelines.

L.A.
Zupan was elected Vice President, Liquids Pipelines Operations of the General Partner and Enbridge Management in July 2004, and holds similar responsibilities with Enbridge.
Mr. Zupan previously served as Vice President, Development & Services for Enbridge Pipelines from 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and
changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written
representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the
Exchange Act during the year.

GOVERNANCE MATTERS

We are a "controlled company," as that term is used in NYSE Rule 303A, because all of our voting shares are owned by the General Partner. Because we are a
controlled company, the NYSE listing standards do not require that we or the General Partner have a majority of independent directors or a nominating or compensation committee of the General Partner's
board of directors.

The
NYSE listing standards require our Chief Executive Officer to annually certify that he is not aware of any violation by the Partnership of the NYSE corporate governance listing
standards. Accordingly, this certification was provided as required to the NYSE on March 20, 2007.

CODE OF ETHICS, STATEMENT OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

We have adopted a Code of Ethics applicable to our senior financial officers, including the principal executive officer, principal financial officer and principal
accounting officer. A copy of the Code of Ethics for Senior Financial Officers is available on our website atwww.enbridgemanagement.comand is included
herein as Exhibit 14.1. We post on our website any amendments to or waivers of our Code of Ethics for Senior Financial Officers. Additionally, this material is available in print, free of
charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100
Louisiana, Suite 3300, Houston, TX 77002.

We
also have a Statement of Business Conduct applicable to all of our employees, officers and directors. A copy of the Statement of Business Conduct is available on our website at www.enbridgemanagement.com. We post on our website any amendments to or waivers of our Statement of Business Conduct. Additionally, this material is
available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy
Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

We
also have a statement of Corporate Governance Guidelines that sets forth the expectation of how the Board should function and the Board's position with respect to key corporate
governance issues. A

21

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copy
of the Corporate Governance Guidelines is available on our website atwww.enbridgemanagement.com. We post on our website any amendments to our
Corporate Governance Guidelines. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should
submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX 77002.

AUDIT, FINANCE & RISK COMMITTEE

We have an Audit, Finance & Risk Committee (the "Audit Committee") comprised of four board members who are independent as the term is used in
Section 10A of the Exchange Act. None of these members is relying upon any exemptions from the foregoing independence requirements. The members of our Audit Committee are J.A. Connelly, D.A.
Westbrook, M.O. Hesse, and G.K. Petty. Our Audit Committee provides independent oversight with respect to our internal controls, accounting policies, financial reporting, internal audit function and
the report of the independent registered public accounting firm. Our Audit Committee also reviews the scope and quality, including the independence and objectivity of the independent and internal
auditors and the fees paid for both audit and non-audit work and makes recommendations concerning audit matters, including the engagement of the independent auditors, to the board of
directors.

The
charter of our Audit Committee is filed as an exhibit to this Annual Report on Form 10-K and is available on our website at www.enbridgemanagement.com. The charter of our Audit Committee complies
with the listing standards of the NYSE currently applicable to us. This material
is available to print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy
Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

Our
board of directors has determined that that J.A. Connelly and M.O. Hesse qualify as "Audit Committee financial experts" as defined in Item 407(d)(ii) of SEC
Regulation S-K. Each of the members of our Audit, Finance, and Risk Committee is independent as defined by Section 303A of the listing standards of the NYSE.

Ms. Hesse
also serves on the Audit Committees of the General Partner, Enbridge Management, Amec plc. and of Terra Industries, Inc. In compliance with the provisions
of the Audit, Finance & Risk Committee Charter, the boards of directors of the General Partner and of Enbridge Management have determined that Ms. Hesse's simultaneous service on such
audit committees does not impair her ability to effectively serve on the Audit, Finance & Risk Committee.

Mr. Petty
also serves on the Audit Committees of the General Partner, Enbridge Management, Fuel Cell Energy, Inc. and of Enbridge Inc. In compliance with the
provisions of the Audit, Finance & Risk Committee Charter, the boards of directors of the General Partner and of Enbridge Management have determined that Mr. Petty's simultaneous service
on such audit committees does not impair his ability to effectively serve on the Audit, Finance & Risk Committee.

Our
Audit Committee has established procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters
and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with our Audit Committee may do so by
writing in care of Chairman, Audit Committee, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX 77002.

22

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EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Our independent directors meet at regularly scheduled executive sessions without management. M.O. Hesse serves as the presiding director at those executive
sessions. Persons wishing to communicate with our non-management directors may do so by writing in care of Chairman, Board of Directors, Enbridge Energy Management, L.L.C., 1100 Louisiana,
Suite 3300, Houston, TX 77002.

Item 11.    Executive Compensation

We do not directly employ any of the individuals responsible for managing or operating our business. We obtain managerial, administrative and operational services
from the General Partner and Enbridge pursuant to service agreements among us, the General Partner and other affiliates of Enbridge. Pursuant to these service agreements, the Partnership has agreed to
reimburse the General Partner and affiliates of Enbridge for the cost of managerial, administrative, operational and director services they provide to us.

The
compensation policies and philosophy of Enbridge govern the types and amount of compensation of the Named Executive Officers, or NEOs. Since these policies and philosophy are those
of Enbridge, we refer you to a discussion of those items as set forth in the Executive Compensation section of the Enbridge "Management Information Circular" on the Enbridge website at www.enbridge.com.
The Enbridge "Management Information Circular" is produced by Enbridge pursuant to Canadian securities regulations and is not
incorporated into this document by reference or deemed furnished or filed by us under the Exchange Act; rather the reference is to provide our investors with an understanding of the compensation
policies and philosophy of the ultimate parent of the General Partner.

The
discussion of executive compensation of the Partnership is found in Part III, Item 11 of the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2007, which is hereby incorporated by reference as the Partnership pays a portion of the compensation of our directors and officers for the services they provide to us, the
General Partner and the Partnership.

23

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Item 12.    Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of February 20, 2008, unless otherwise noted, with respect to persons known by Enbridge Management to be the
beneficial owners of more than 5% of our Listed shares:

|                                                                                                                                            |  | Listed Shares(1) | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | 
|
|Enbridge Energy Company, Inc.(1)(2)
1100 Louisiana, Suite 3300
Houston, TX 77002                                                            |  | 2,379,316        | 
|Goldman, Sachs & Co.(3)
The Goldman Sachs Group, Inc.
85 Broad St.
New York, NY 10004                                                       |  | 848,905          | 
|Kayne Anderson Capital Advisors, L.P.(4)
Kayne Anderson Capital Advisors, L.P.
1800 Avenue of the Stars, Second Floor
Los Angeles, CA 90067 |  | 2,068,393        | 
|Neuberger Berman, Inc.(5)
605 3rd Avenue
New York, NY 10158                                                                                 |  | 1,612,694        | 

---

24

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We
do not have any shares that have been approved for issuance under an equity compensation plan.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth information as of February 15, 2008, regarding the beneficial ownership of our Listed Shares by all directors and executive
officers of Enbridge Management.

|                                                            |  | Enbridge Energy Management, L.L.C. |  | Enbridge Energy Partners, L.P.
|----------------------------------------------------------- |  | ---------------------------------- |  | ------------------------------
|
|M.O. Hesse                                                  |  | Listed Shares                      |  | 8,222.05                      
|J.A. Connelly                                               |  | Listed Shares                      |  |                              
|G.K. Petty                                                  |  | Listed Shares                      |  | 1,036.14                      
|D.A. Westbrook                                              |  | Listed Shares                      |  |                              
|S.J.J. Letwin                                               |  | Listed Shares                      |  |                              
|T.L. McGill                                                 |  | Listed Shares                      |  | 1,461.28                      
|S.J. Wuori                                                  |  | Listed Shares                      |  |                              
|R.L. Adams                                                  |  | Listed Shares                      |  |                              
|E.C. Kaitson                                                |  | Listed Shares                      |  |                              
|D.V. Krenz                                                  |  | Listed Shares                      |  |                              
|J.A. Loiacono                                               |  | Listed Shares                      |  |                              
|M.A. Maki                                                   |  | Listed Shares                      |  |                              
|A. Monaco                                                   |  | Listed Shares                      |  |                              
|S.J. Neyland                                                |  | Listed Shares                      |  |                              
|K.C. Puckett                                                |  | Listed Shares                      |  |                              
|J.N. Rose                                                   |  | Listed Shares                      |  |                              
|A.M. Schneider                                              |  | Listed Shares                      |  |                              
|B.A. Stevenson                                              |  | Listed Shares                      |  |                              
|L.A. Zupan                                                  |  | Listed Shares                      |  |                              
|                                                            |  |                                    |  |                               
|All Officers, directors and nominees as a group 19 persons) |  | Listed Shares                      |  | 10,719.47                     
|                                                            |  |                                    |  |                               

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25

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Item 13.    Certain Relationships and Related Transactions, and Director Independence

MANAGEMENT ARRANGEMENTS AND RELATED AGREEMENTS

Under the delegation of control agreement, the General Partner delegated, and we assumed, all of the General Partner's power and authority to manage the business
and affairs of the Partnership and its subsidiaries subject to certain approval rights retained by the General Partner. At the same time, we entered into an Agency Agreement with Enbridge Management
Services, L.L.C., or EMS, our wholly-owned subsidiary, under which EMS agreed to serve as our agent to carry out the ordinary course, day-to-day activities of the Partnership
under the authority delegated to us by the General Partner. We assumed these functions upon the termination of the Agency Agreement and dissolution of EMS in December 2007.

The
Partnership has agreed to reimburse us under the delegation of control agreement for any direct and indirect expenses we incur to the same extent as it does with respect to the
General Partner as general partner. In addition, the Partnership will reimburse us for any Texas franchise taxes and any other foreign, state and local taxes not otherwise paid or reimbursed pursuant
to the tax indemnification agreement between Enbridge and us. The Partnership has also agreed to indemnify and protect us and our respective officers and directors in performing these management and
control functions to the same extent as it does with respect to the General Partner as general partner.

For
the years ended December 31, 2007, 2006 and 2005, all expenses in connection with our management of the business and affairs of the Partnership were paid by the Partnership.

Because
we do not have employees, we have entered into various service agreements with Enbridge and certain of its subsidiaries to fulfill our obligations under the delegation of control
agreement and the agency agreement. These service agreements allow us to obtain from Enbridge and its subsidiaries
various administrative, operational, technical and professional services and the use of related personnel. The Partnership directly reimburses Enbridge and its subsidiaries for the actual amount of
direct and indirect expenses they incur and payments they make on our behalf in connection with the services and personnel provided to us. In other cases, Enbridge allocates to its affiliates an
agreed percentage of the total expenses with respect to a particular type of service provided by Enbridge to all of its affiliates and us. In either case, the Partnership pays directly or reimburses
us for any amounts that we incur under the service agreements. The service agreements also provide that Enbridge and its affiliates will indemnify us for certain losses and defend us against certain
claims in connection with providing or failing to provide the agreed services. Similarly, we have agreed to indemnify Enbridge and its affiliates for certain losses and defend them against certain
claims as a result of their provision of the agreed services.

For
the years ended December 31, 2007, 2006 and 2005, expenses for services and personnel provided under the services agreements were paid by the Partnership.

SUPPORTIVE ARRANGEMENTS WITH ENBRIDGE

In connection with our initial public offering in October 2002, we entered into a tax indemnification agreement and purchase provisions with Enbridge. Under the
tax indemnification agreement, Enbridge has agreed to indemnify us for any tax liability attributable to our formation, our management of the business and affairs of the Partnership and for any taxes
arising out of a transaction involving the i-units we own to the extent the transaction does not generate sufficient cash to pay our taxes with respect to such transaction. Under the
purchase provisions, Enbridge has the right to purchase our outstanding Listed Shares in connection with certain significant events involving the Partnership and also whenever Enbridge

26

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owns
more than 80% of our outstanding Listed Shares. We paid Enbridge $500,000 in consideration of its obligations under the tax indemnification agreement and purchase provisions.

CONFLICTS OF INTEREST AND FIDUCIARY DUTIES

Conflicts of interest may arise because of the relationship among Enbridge, the General Partner, the Partnership and us. Our directors and officers have fiduciary
duties to manage our business in a manner beneficial to us and to the holders of our shares. However, these fiduciary duties have been modified pursuant to the terms of our limited liability company
agreement. Some of our directors and officers are also directors and officers of Enbridge and the General Partner and have fiduciary duties to manage the business of Enbridge or the General Partner
and the Partnership in a manner beneficial to Enbridge and its shareholders or the General Partner, the Partnership and their respective shareholders or unitholders, as the case may be. Furthermore,
through its ownership of our voting shares, the
General Partner has the sole power to elect all of our directors. The resolution of these conflicts of interest may not always be in our best interest or in the best interest of our shareholders.

SECURITY OWNERSHIP AND DISTRIBUTIONS

In connection with our formation on May 14, 2002, we issued the General Partner one voting share in consideration of the General Partner's initial
contribution to us. In connection with our initial public offering on October 17, 2002, the General Partner acquired 1,550,000 of our Listed Shares at a price of $39.00 per share. We make
quarterly share distributions pursuant to the provisions of our limited liability company agreement as described in Part II, Item 5 of this Annual Report. At February 20, 2008,
the General Partner owned approximately 2,379,316 or approximately 17.2%, of our Listed Shares and 1.53, or 100%, of our voting shares.

At
February 20, 2008, we owned 13,815,388 i-units, representing all of the outstanding i-units and an approximate 14.8% limited partner interest in the
Partnership. For further discussion of ownership and distributions as they pertain to the Partnership, please read "Part III, Item 13. Certain Relationships and Related Transactions, and
Director Independence" of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2007, which is hereby incorporated by reference.

OTHER RELATIONSHIPS AND RELATED TRANSACTIONS OF THE PARTNERSHIP

For a discussion of other relationships and related transactions as they pertain to the Partnership, please read "Part III, Item 13. Certain
Relationships and Related Transactions, and Director Independence" of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2007, which is hereby
incorporated by reference.

27

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Item 14. Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP, Enbridge Management's principal
independent auditors, for each of our last two fiscal years.

|                   |       | For the years ended
December 31,
|------------------ | ----- | --------------------------------
|
|Audit fees(1)      |       | $                               
|Audit related fees |       |                                 
|Tax fees           |       |                                 
|All other fees     |       |                                 
|                   |       |                                 
|                   | Total |                                 
|                   |       |                                 

---

Engagements
for services provided by PricewaterhouseCoopers LLP are subject to pre-approval by the Audit, Finance & Risk Committee of our Board of Directors, or
services up to $50,000 may be approved by the Chairman of the Audit, Finance & Risk Committee, under Board of Directors delegated authority. All services in 2007 and 2006 were approved by the
Audit, Finance & Risk Committee.

All
fees, including the amounts shown above, that are billed by PricewaterhouseCoopers LLP for services rendered are paid by the Partnership on behalf of Enbridge Management.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

The following documents are filed as a part of this report:



28

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29

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
|----------------------- |  | ----------------------------------------------
|                        |  | By:                                           
|Date: February 21, 2008 |  |                                               

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 21, 2008 by the following persons on behalf of the Registrant
and in the capacities indicated.

|/s/STEPHEN J.J. LETWINStephen J.J. Letwin Managing
Director
(Principal Executive Officer) |  | /s/M.A. MAKIM.A. Maki Vice PresidentFinance
(Principal Financial Officer)
|----------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|/s/T.L. MCGILLT.L. McGill President and Director                                          |  | /s/S.J. NEYLANDS.J. Neyland Controller                                    
|/s/J.A. CONNELLYJ.A. Connelly Director                                                    |  | /s/M.O. HESSEM.O. Hesse Director                                          
|/s/G.K. PETTYG.K. Petty Director                                                          |  | /s/D.A. WESTBROOKD.A. Westbrook Director                                  

30

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INDEX TO EXHIBITS

Each exhibit identified below is filed as a part of this annual report. Exhibits included in this filing are designated by an asterisk ("*"); all exhibits not so
designated are incorporated by reference to a prior filing as indicated. Exhibits designated with a "+" constitute a management contract or compensatory plan arrangement required to be filed as an
exhibit to this report pursuant to Item 15(c) of Form 10-K.

|Exhibit
Number |     | Description                                                                                                                                                                                                                                        
|-------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               | 3.1 |                                                                                                                                                                                                                                                    
|               | 3.2 |                                                                                                                                                                                                                                                    
|10.1           |     | Tax Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Enbridge Management's Quarterly Report on Form 10-Q filed on November 25, 2002).                                                                                       
|10.2           |     | Delegation of Control Agreement (incorporated by reference to Exhibit 10.2 of Enbridge Management's Quarterly Report on Form 10-Q filed on November 25, 2002).                                                                                     
|10.3           |     | First Amending Agreement to the Delegation of Control Agreement dated October 17, 2002 (incorporated by reference to Exhibit 10.1 of Enbridge Management's Quarterly Report on Form 10-Q filed on May 5,
2005).                                    
|10.4           |     | Amended and Restated Treasury Services Agreement (incorporated by reference to Exhibit 10.3 of Enbridge Management's Quarterly Report on Form 10-Q filed on November 25, 2002).                                                                    
|10.5           |     | Operational Services Agreement (incorporated by reference to Exhibit 10.4 of Enbridge Management's Quarterly Report on Form 10-Q filed on November 25, 2002).                                                                                      
|10.6           |     | General and Administrative Services Agreement (incorporated by reference to Exhibit 10.5 of Enbridge Management's Quarterly Report on Form 10-Q filed on November 25, 2002).                                                                       
|10.7           | +   | Executive Employment agreement between Stephen J.J. Letwin and Enbridge Inc. dated April 14, 2003 (incorporated by reference to our Current Report on Form 8-K dated May 3, 2006).                                                                 
|10.8           | +   | Executive Employment agreement between Stephen J. Wuori and Enbridge Inc. dated April 14, 2003 (incorporated by reference to our Current Report on Form 8-K dated January 28, 2008).                                                               
|10.9           | +   | Executive Employment Agreement, dated May 11, 2001, between E. Chris Kaitson, as Executive, and Enbridge Inc., as Corporation (incorporated by reference to Exhibit 10.27 of the Partnership's Annual Report
on Form 10-K filed on March 28, 2003).
|14.1           |     | Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.1 of Enbridge Management's Annual Report on Form 10-K filed on March 12, 2004).                                                                              
|31.1           | *   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                
|31.2           | *   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                
|32.1           | *   | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                
|32.2           | *   | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                
|99.1           |     | Charter of the Audit, Finance & Risk Committee of Enbridge Energy Management, L.L.C. (incorporated by reference to Exhibit 99.1 of Enbridge Management's Annual Report on Form 10-K filed on
February 25, 2005.)                                   
|99.2           | *   | Enbridge Energy Partners, L.P. Annual Report on Form 10-K for the year ended December 31, 2007.                                                                                                                                                    

---

Copies
of Exhibits may be obtained upon written request of any shareholder to Investor Relations, Enbridge Energy Management, L.L.C., 1100 Louisiana Street, Suite 3300, Houston,
Texas 77002.

31

---





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND  FINANCIAL STATEMENT SCHEDULES        ENBRIDGE ENERGY MANAGEMENT, L.L.C.

Financial Statements



|                                                                                                             |  | Page
|------------------------------------------------------------------------------------------------------------ |  | ----
|Report of Independent Registered Public Accounting Firm                                                      |  | F-2 
|Consolidated Statements of Income for each of the years ended December 31, 2007, 2006 and 2005               |  | F-3 
|Consolidated Statements of Comprehensive Income for each of the years ended December 31, 2007, 2006 and 2005 |  | F-4 
|Consolidated Statements of Cash Flows for each of the years ended December 31, 2007, 2006 and 2005           |  | F-5 
|Consolidated Statements of Financial Position as of December 31, 2007 and 2006                               |  | F-6 
|Consolidated Statement of Stockholders' Equity for each of the years ended December 31, 2007, 2006 and 2005  |  | F-7 
|Notes to the Consolidated Financial Statements                                                               |  | F-8 

Financial Statement Schedules

Financial statement schedules not included in this Report have been omitted because they are not applicable. Any required information is shown in the consolidated
financial statements or notes thereto, or the required information is immaterial.

F-1

---





Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of Enbridge Energy Management, L.L.C.:

In
our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of income and comprehensive income, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of Enbridge Energy Management, L.L.C. and its subsidiary (the "Company") at December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria
established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these
financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Houston,
Texas
February 21, 2008

F-2

---





ENBRIDGE ENERGY MANAGEMENT, L.L.C.        CONSOLIDATED STATEMENTS OF INCOME

|                                                                     |  | For the Year Ended December 31,
|-------------------------------------------------------------------- |  | -------------------------------
|
|
|Equity income from investment in Enbridge Energy Partners, L.P.      |  | $                              
|Gain on issuance of units by Enbridge Energy Partners, L.P. (Note 4) |  |                                
|                                                                     |  |                                
|Income before income tax expense                                     |  |                                
|Income tax expense (Note 6)                                          |  |                                
|                                                                     |  |                                
|Net income                                                           |  | $                              
|                                                                     |  |                                
|Net income per share, basic and diluted                              |  | $                              
|                                                                     |  |                                
|Weighted average shares outstanding                                  |  |                                
|                                                                     |  |                                

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

F-3

---



ENBRIDGE ENERGY MANAGEMENT, L.L.C.        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

|                                                                                                                                                       |  | For the Year Ended December 31, |      
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | -----
|
|
|Net income                                                                                                                                             |  | $                               | 31.4 
|Equity in other comprehensive income (loss) of Enbridge Energy Partners, L.P., net of tax expense (benefit) of $(5.9), $6.9, and $(12.6), respectively |  |                                 | (10.1
|                                                                                                                                                       |  |                                 |      
|Comprehensive income (loss)                                                                                                                            |  | $                               | 21.3 
|                                                                                                                                                       |  |                                 |      

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

F-4

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ENBRIDGE ENERGY MANAGEMENT, L.L.C.        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                             |                                                                 | For the Year Ended December 31, |     
|---------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------- | ----
|
|
|Cash provided by operating activities                                        |                                                                 |                                 |     
|Net income                                                                   |                                                                 | $                               | 31.4
|Adjustments to reconcile net income to cash flows from operating activities: |                                                                 |                                 |     
|                                                                             | Equity income from investment in Enbridge Energy Partners, L.P. |                                 |     
|                                                                             | Gain on issuance of units by Enbridge Energy Partners, L.P.     |                                 |     
|                                                                             | Due from affiliates                                             |                                 |     
|                                                                             | Due to affiliates                                               |                                 |     
|                                                                             | Deferred income taxes                                           |                                 |     
|                                                                             |                                                                 |                                 |     
|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 year                                     |                                                                 | $                               |    
|                                                                             |                                                                 |                                 |     

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

F-5

---



ENBRIDGE ENERGY MANAGEMENT, L.L.C.        CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

|                                             |                                                                                                                                  | December 31, |      
|-------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------------ | -----
|
|
|ASSETS                                       |                                                                                                                                 
|Due from affiliate                           |                                                                                                                                  | $            | 0.1  
|Investment in Enbridge Energy Partners, L.P. |                                                                                                                                  |              | 461.9
|                                             |                                                                                                                                  |              |      
|                                             |                                                                                                                                  | $            | 462.0
|                                             |                                                                                                                                  |              |      
|LIABILITIES AND STOCKHOLDERS' EQUITY         |                                                                                                                                 
|Due to affiliate                             |                                                                                                                                  | $            | 0.1  
|Deferred income tax liability (Note 6)       |                                                                                                                                  |              | 47.9 
|                                             |                                                                                                                                  |              |      
|                                             |                                                                                                                                  |              | 48.0 
|                                             |                                                                                                                                  |              |      
|Stockholders' equity (Note 3)                |                                                                                                                                  |              |      
|                                             | Voting sharesunlimited authorized; 1.51 and 1.41 issued and outstanding at December 31, 2007 and 2006, respectively             |              |      
|                                             | Listed sharesunlimited authorized; 13,564,084 and 12,674,147 issued and outstanding at December 31, 2007 and 2006, respectively |              |      
|Accumulated deficit                          |                                                                                                                                  |              | (99.2
|Accumulated other comprehensive loss         |                                                                                                                                  |              | (33.8
|                                             |                                                                                                                                  |              |      
|                                             |                                                                                                                                  |              | 414.0
|                                             |                                                                                                                                  |              |      
|                                             |                                                                                                                                  | $            | 462.0
|                                             |                                                                                                                                  |              |      

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

F-6

---





ENBRIDGE ENERGY MANAGEMENT, L.L.C.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                                     |                                                                               | For the Year Ended December 31, |           
|------------------------------------ | ----------------------------------------------------------------------------- | ------------------------------- | ----------
|
|
|
|Voting shares                        |                                                                               |                                 |           
|                                     | Beginning balance                                                             |                                 | 1.41      
|                                     | Share dividends (Note 3)                                                      |                                 | 0.10      
|                                     |                                                                               |                                 |           
|                                     | Ending balance                                                                |                                 | 1.51      
|                                     |                                                                               |                                 |           
|Listed shares                        |                                                                               |                                 |           
|                                     | Beginning balance                                                             |                                 | 12,674,147
|                                     | Share dividends (Note 3)                                                      |                                 | 889,937   
|                                     |                                                                               |                                 |           
|                                     | Ending balance                                                                |                                 | 13,564,084
|                                     |                                                                               |                                 |           
|Accumulated deficit                  |                                                                               |                                 |           
|                                     | Beginning balance                                                             |                                 |           
|                                     | Net income                                                                    |                                 |           
|                                     | Share dividends (Note 3)                                                      |                                 |           
|                                     |                                                                               |                                 |           
|                                     | Ending balance                                                                |                                 |           
|                                     |                                                                               |                                 |           
|Accumulated other comprehensive loss |                                                                               |                                 |           
|                                     | Beginning balance                                                             |                                 |           
|                                     | Equity in other comprehensive income (loss) of Enbridge Energy Partners, L.P. |                                 |           
|                                     |                                                                               |                                 |           
|                                     | Ending balance                                                                |                                 |           
|                                     |                                                                               |                                 |           
|Total stockholders' equity           |                                                                               |                                 |           
|                                     |                                                                               |                                 |           

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

F-7

---





ENBRIDGE ENERGY MANAGEMENT, L.L.C.        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    GENERAL

Enbridge Energy Management, L.L.C. referred to herein as "we," "us," "our," the "Company," or "Enbridge Management", is a publicly traded Delaware limited
liability company that was formed on May 14, 2002. Our Listed Shares ("Listed Shares") are traded on the New York Stock Exchange ("NYSE") under the symbol "EEQ." We are a limited partner of
Enbridge Energy Partners, L.P. (the "Partnership") through our ownership of i-units, a special class of the Partnership's limited partner interests. The Partnership's Class A
common units are traded on the NYSE under the symbol "EEP." By agreement with the Partnership and its general partner, Enbridge Energy Company, Inc., ("the General Partner"), we manage the
Partnership's business and affairs. The General Partner is an indirect, wholly-owned subsidiary of Enbridge Inc. ("Enbridge"), an energy company based in Calgary, Alberta, Canada. The General
Partner owns 1.51, or 100 percent, of our voting shares, as well as 2,336,037, or 17.2 percent, of our Listed Shares while the remaining 11,228,047 or 82.8 percent, of our Listed
Shares were held by the public at December 31, 2007.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our preparation of
these consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable under the circumstances. Nevertheless,
actual results may differ significantly from these
estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known.

Principles of consolidation

For the years ended December 31, 2006 and 2005, the financial statements include the accounts of Enbridge Management and its wholly-owned subsidiary,
Enbridge Management Services, L.L.C., ("EMS"), on a consolidated basis. All significant intercompany transactions and balances were eliminated in consolidation. In December 2007, EMS was dissolved and
we assumed its functions.

Accounting for investment in Enbridge Energy Partners, L.P.

We use the equity method of accounting for our ownership in the Partnership because we exercise significant influence over the Partnership per a delegation of
control agreement. Our share of earnings of the Partnership is recorded in the period in which it is earned. As of December 31, 2007, 2006 and 2005, we owned approximately 14.7 percent,
16.0 percent, and 17.5 percent of the Partnership, respectively.

Gain on issuance of units by Enbridge Energy Partners, L.P.

We recognize a gain or loss when the Partnership issues additional Class A common units and we do not participate in the issuance, since our ownership
interest in the Partnership is diluted. To the extent the new issuance price per unit is greater than or less than our average cost per unit, a gain or loss is recognized. Although our ownership
interest in the Partnership is also reduced by the issuance and sale of

F-8

---



additional
Class C units, we do not recognize a gain or loss when the Partnership issues additional Class C units because they represent convertible securities.

Net income per share

Both basic and diluted earnings per share are computed based on the weighted-average number of our shares outstanding during each period. We have no securities
outstanding that may be converted into or exercised for our shares.

Income taxes

We are a limited liability company that has elected to be treated as a corporation for federal income tax purposes. We recognize deferred income tax assets and
liabilities for temporary differences between the basis of our assets and liabilities for financial reporting and tax purposes. We recognize the tax effects of any uncertain tax positions we have
taken as the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of the position and all relevant
facts, but without considering time values. Changes in tax legislation are included in the relevant computations in the period in which the legislation is enacted. Currently, the only temporary
difference (and associated deferred tax expense) results from recording our equity in the earnings of the Partnership which will not become taxable until the Partnership is liquidated, or the
i-units are otherwise monetized.

We
are a party to a tax indemnification agreement with Enbridge. Pursuant to this tax indemnification agreement, Enbridge agreed to indemnify us from any tax liability attributable to
our formation or our management of the business and affairs of the Partnership, and from any taxes arising out of a transaction involving the i-units owned to the extent the transaction
does not generate sufficient cash to pay our taxes with respect to such transaction in each case, other than any Texas franchise taxes and any other similar capital-based foreign, state or local taxes
that are required to be paid or reimbursed by the Partnership under the delegation of control agreement.

The
delegation of control agreement with the General Partner was amended effective February 21, 2005. The effect of the amendment is that the General Partner bears the economic
impact for our taxes only in the event we do not have sufficient cash to pay them. As a result, we began accruing state income taxes in 2005 in addition to federal income tax.

Comprehensive income

Comprehensive income differs from net income due to the equity in other comprehensive income (loss) of the Partnership. The Partnership enters into a variety of
derivative financial instruments to mitigate its exposure to commodity price and interest rate risk, most of which are qualified cash flow hedges
under Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities.As such, changes in the
fair market value of the Partnership's derivative financial instruments result in fluctuations in our comprehensive income, which is reflected as equity in other comprehensive income (loss) of
Enbridge Energy Partners, L.P.

Comparative Amounts

Our consolidated statement of financial position at December 31, 2006 and consolidated statements of cash flows for the years ended December 31,
2006 and 2005 include reclassifications that we made to

F-9

---



separately
present affiliate receivables and payables consistent with our current period presentation. These reclassifications have no effect on our previously reported results of operations,
comprehensive income, cash flows, or financial position.

3.    SHARE DISTRIBUTIONS

Our authorized capital structure consists of two classes of interests: (1) Listed Shares, which represent limited liability company interests with limited
voting rights, and (2) voting shares, which represent limited liability company interests with full voting rights, all of which are held by the General Partner. Prior to the October 17,
2002 initial public offering of our Listed Shares, our issued capitalization consisted of cash contributed by the General Partner for one voting share.

We
make share distributions on a quarterly basis at the same time that the Partnership declares and makes cash distributions to its general partner and the holders of its Class A
and B common units. We do not, however, receive distributions of cash on the i-units we own and do not otherwise have any cash flow attributable to our ownership of the
i-units. Instead, when the Partnership makes distributions of cash to its general partner and holders of its Class A and Class B common units, we receive additional
i-units under the terms of the Partnership's partnership agreement. The amount of the 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 Class B common units by the average closing price of one of our Listed Shares on the NYSE as determined for a
10-trading day period ending on the trading day immediately prior to the ex-dividend date for our shares multiplied by the number of shares outstanding on the record date. We
concurrently distribute additional shares to our shareholders that are equivalent in number to the additional i-units we receive from the Partnership. As a result, the number of our
outstanding shares equal the number of i-units that we own in the Partnership.

F-10

---



The
following table sets forth the details regarding our share distributions, as approved by our board of directors for each period in the years ended December 31, 2007, 2006 and
2005.

|Dividend
Declaration Date |  | Record Date |  | Dividend
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
|------------------------- |  | ----------- |  | --------------------- |  | ---------------------------------------- | ----- | ------------------------------------------ | - | ------------------------ |  | ----------------------------------- |  | --------------------------------------------
|2007                      |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|October 29                |  | November 6  |  | November 14           |  | $                                        | 0.950 |                                            | $ | 52.39                    |  | 241,589                             |  | 199,982                                     
|July 27                   |  | August 6    |  | August 14             |  | $                                        | 0.925 |                                            | $ | 56.55                    |  | 214,422                             |  | 177,494                                     
|April 26                  |  | May 7       |  | May 15                |  | $                                        | 0.925 |                                            | $ | 58.11                    |  | 205,398                             |  | 170,024                                     
|January 26                |  | February 6  |  | February 14           |  | $                                        | 0.925 |                                            | $ | 51.30                    |  | 228,528                             |  | 189,170                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  | 889,937                             |  | 736,670                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|2006                      |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|October 27                |  | November 6  |  | November 14           |  | $                                        | 0.925 |                                            | $ | 49.24                    |  | 233,693                             |  | 193,446                                     
|July 28                   |  | August 4    |  | August 14             |  | $                                        | 0.925 |                                            | $ | 44.50                    |  | 253,310                             |  | 209,684                                     
|April 27                  |  | May 5       |  | May 15                |  | $                                        | 0.925 |                                            | $ | 43.43                    |  | 254,126                             |  | 210,360                                     
|January 30                |  | February 7  |  | February 14           |  | $                                        | 0.925 |                                            | $ | 47.47                    |  | 228,071                             |  | 188,792                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  | 969,200                             |  | 802,282                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|2005                      |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|October 26                |  | November 3  |  | November 14           |  | $                                        | 0.925 |                                            | $ | 51.28                    |  | 207,393                             |  | 171,675                                     
|July 28                   |  | August 5    |  | August 12             |  | $                                        | 0.925 |                                            | $ | 54.67                    |  | 191,301                             |  | 158,355                                     
|April 25                  |  | May 4       |  | May 13                |  | $                                        | 0.925 |                                            | $ | 50.12                    |  | 204,865                             |  | 169,583                                     
|January 24                |  | February 3  |  | February 14           |  | $                                        | 0.925 |                                            | $ | 50.68                    |  | 198,980                             |  | 164,711                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  | 802,539                             |  | 664,324                                     
|                          |  |             |  |                       |  |                                          |       |                                            |   |                          |  |                                     |  |                                             

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 $48.4 million, $44.6 million, and $41.5 million as of December 31, 2007, 2006, and 2005, respectively.

F-11

---



4.    GAIN ON ISSUANCES OF UNITS BY ENBRIDGE ENERGY PARTNERS, L.P.

The following table presents the gains we recognized for the dilution of our ownership resulting from the issuances of additional Class A common units. Our
ownership is diluted whenever the Partnership issues Class A common units and we do not participate in the offering.

|Issuance Date                                |             | Number of
Class A
Common
units Issued |           | Offering Price
per Class A
Common unit |        | Net Proceeds to
the Partnership(1) |   | Ownership
Percent before
Issuance |       | Ownership
Percent after
Issuance |   | Dilution Gain(2)
|-------------------------------------------- | ----------- | ------------------------------------- | --------- | -------------------------------------- | ------ | ---------------------------------- | - | --------------------------------- | ----- | -------------------------------- | - | ----------------
|
|2007:                                        |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 
|May                                          |             | 5,300,000                             |           | $                                      | 58.000 |                                    | $ | 308.0                             |       | 15.2                             | % | 14.3            
|                                             |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 
|2006:                                        |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 
|No Class A common units were issued in 2006. |             |                                       |           |                                        |        |                                    |  
|2005:                                        |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 
|December                                     |             | 136,200                               |           | $                                      | 46.000 |                                    | $ | 6.2                               |       | 17.5                             | % | 17.5            
|November                                     |             | 3,000,000                             |           | $                                      | 46.000 |                                    |   | 134.9                             |       | 18.4                             | % | 17.5            
|February                                     |             | 2,506,500                             |           | $                                      | 49.875 |                                    |   | 127.5                             |       | 18.1                             | % | 17.3            
|                                             |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 
|                                             | 2005 Totals |                                       | 5,642,700 |                                        |        |                                    |   | $                                 | 268.6 |                                  |   |                 
|                                             |             |                                       |           |                                        |        |                                    |   |                                   |       |                                  |   |                 

---

5.    RELATED PARTY TRANSACTIONS

At the time of our initial public offering, we became a limited partner in the Partnership and, pursuant to a delegation of control agreement among us, the
General Partner and the Partnership, assumed the management of the Partnership's business and affairs. Pursuant to this agreement, we have assumed substantially all of the General Partner's power and
authority to manage the business and affairs of the Partnership and its subsidiaries. The delegation of control agreement provides that we will not amend or propose to amend the Partnership's
partnership agreement, allow a merger or consolidation involving the Partnership, allow a sale or exchange of all or substantially all of the assets of the Partnership or dissolve or liquidate the
Partnership without the approval of the General Partner.

The
General Partner remains responsible to the Partnership for actions taken or omitted by us while serving as the delegate of the General Partner as if the General Partner had itself
taken or omitted to take such actions. The General Partner owns all of our voting shares. The General Partner has agreed not to voluntarily withdraw as general partner of the Partnership and has
agreed not to transfer its interest as general partner of the Partnership unless the transferee agrees in writing to be bound by the terms and conditions for the delegation of control agreement that
apply to the General Partner.

The
Partnership recognizes the delegation of rights and powers to us and indemnifies and protects us and, our officers and directors, to the same extent as it does with respect to the
General Partner. In addition, the Partnership reimburses our expenses to the same extent as it does with respect to the General Partner as general partner. The Partnership also reimburses us for any
Texas franchise taxes and any other

F-12

---



similar
capital-based foreign, state and local taxes not otherwise paid or reimbursed by Enbridge pursuant to the tax indemnification agreement.

Enbridge
Employee Services, Inc. ("EES") is a wholly-owned subsidiary of the General Partner and provides employees and related employee benefits services to us, the General
Partner, the Partnership, the Partnership's operating partnerships and subsidiaries and other Enbridge affiliates (collectively, the "Group"). Employees of EES are assigned to work for one or more
members of the Group. The direct costs of all compensation, benefits expenses, and employer expenses for these employees are charged by EES to the appropriate members of the Group. EES does not
include profit or margin on costs charged to the members of the Group. For the periods ending December 31, 2007, 2006 and 2005, all costs from EES incurred by us were charged to the Partnership
pursuant to service agreements among us, the General Partner and the Partnership.

6.    INCOME TAXES

Our long-term deferred income tax liability of $47.9 million and $36.2 million at December 31, 2007 and 2006, respectively,
results from the deferred income tax expense associated with recording our equity in earnings of the Partnership and our share of the other comprehensive income of the Partnership. The terms of the
i-units provide that the units owned by us will not be allocated income, gain, loss or deductions of the Partnership until such time that we dispose of our investment in the Partnership,
thus resulting in the deferred tax liability.

The
delegation of control agreement with the General Partner was amended effective February 21, 2005. The effect of the amendment is that the General Partner bears the economic
impact for our taxes only in the event we do not have sufficient cash to pay them. As a result, we began accruing state income taxes in 2005 in addition to federal income tax. Our income tax expense
for 2005 reflects a $1.6 million charge we recorded for cumulative state income taxes on the differences between book and taxable net income.

The
effective income tax rates we used in computing the income tax provisions at December 31, 2007, 2006, and 2005 are presented in the following table:

|                          |  | 2007 |   | 2006 |   | 2005 |  
|------------------------- |  | ---- | - | ---- | - | ---- | -
|Federal statutory rate    |  | 35.0 | % | 35.0 | % | 35.0 | %
|State income tax rate     |  | 1.5  | % | 1.8  | % | 2.3  | %
|                          |  |      |   |      |   |      |  
|Effective income tax rate |  | 36.5 | % | 36.8 | % | 37.3 | %
|                          |  |      |   |      |   |      |  

Accounting for Uncertainty in Income Taxes

In July 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48,Accounting for Uncertainty in Income
Taxesan Interpretation of FASB Statement 109,or FIN 48. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements in accordance with FASB Statement No. 109,Accounting for Income Taxes. We implemented FIN 48 during the
first quarter of 2007. Our adoption of FIN 48 did not materially affect our operating results, financial position or cash flows. As of December 31, 2007, we have no liability reported
for unrecognized tax benefits.

Our
tax years are generally open to examination by the Internal Revenue Service and state revenue authorities for calendar years ending December 2004, December 2005 and December 2006.

F-13

---



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

Enbridge Energy Partners, L.P. is a publicly-traded Delaware limited partnership that owns and operates crude oil and liquid petroleum transportation and
storage assets, and natural gas gathering, treating, processing, transportation and marketing assets in the United States of America. The following table provides summarized financial information of
the Partnership:

|                                    |  | 2007 |         | 2006 |   | 2005   
|----------------------------------- |  | ---- | ------- | ---- | - | -------
|
|Operating revenues                  |  | $    | 7,282.6 |      | $ | 6,509.0
|Operating expenses                  |  |      | 6,963.8 |      |   | 6,122.1
|                                    |  |      |         |      |   |        
|Operating income                    |  | $    | 318.8   |      | $ | 386.9  
|                                    |  |      |         |      |   |        
|Income from continuing operations   |  | $    | 216.9   |      | $ | 284.9  
|Income from discontinued operations |  |      | 32.6    |      |   |       
|                                    |  |      |         |      |   |        
|Net income                          |  | $    | 249.5   |      | $ | 284.9  
|                                    |  |      |         |      |   |        
|Current assets                      |  | $    | 959.7   |      | $ | 1,009.3
|                                    |  |      |         |      |   |        
|Long-term assets                    |  | $    | 5,931.9 |      | $ | 4,214.5
|                                    |  |      |         |      |   |        
|Current liabilities                 |  | $    | 1,124.4 |      | $ | 961.6  
|                                    |  |      |         |      |   |        
|Long-term liabilities               |  | $    | 3,195.7 |      | $ | 2,218.8
|                                    |  |      |         |      |   |        
|Partners' capital                   |  | $    | 2,571.5 |      | $ | 2,043.4
|                                    |  |      |         |      |   |        

8.    SUBSEQUENT EVENTS

Share distribution

On January 28, 2008, our board of directors declared a share distribution payable on February 14, 2008, to shareholders of record as of
February 6, 2008, based on the $0.950 per limited partner unit distribution declared by the Partnership. We received 251,302 i-units from the Partnership, which is computed by
dividing $0.950, the cash amount distributed per limited partner unit, by the average closing price of one of our Listed Shares on the NYSE as determined for the 10-trading day period
ending on the trading day immediately prior to the ex-dividend date for our shares multiplied by the number of shares outstanding prior to the distribution. We distributed 251,302
additional Listed Shares to our listed shareholders and additional shares to the General Partner in respect of these additional i-units.

9.    SUPPLEMENTAL SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

|                                        |  | First |      | Second |   | Third |  | Fourth |      | Total
|--------------------------------------- |  | ----- | ---- | ------ | - | ----- |  | ------ | ---- | -----
|
|2007 Quarters                           |  |       |      |        |   |       |  |        |      |      
|Net income                              |  | $     | 3.3  |        | $ | 16.4  |  | $      | 6.4  |      
|Net income per share, basic and diluted |  | $     | 0.26 |        | $ | 1.26  |  | $      | 0.48 |      
|2006 Quarters                           |  |       |      |        |   |       |  |        |      |      
|Net income                              |  | $     | 8.4  |        | $ | 7.3   |  | $      | 8.5  |      
|Net income per share, basic and diluted |  | $     | 0.71 |        | $ | 0.60  |  | $      | 0.69 |      

F-14

---