<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 2000

                                       OR

          [ ] 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: 333-59597

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
             (Exact name of Registrant as specified in its charter)
           (Formerly Lakehead Pipe Line Company, Limited Partnership)


           DELAWARE                                              39-1715851
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                               LAKE SUPERIOR PLACE
                             21 WEST SUPERIOR STREET
                          DULUTH, MINNESOTA 55802-2067
              (Address of principal executive offices and zip code)


                                 (218) 725-0100
              (Registrant's telephone number, including area code)

                                 ---------------

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


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

                                 ---------------

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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


                                 ---------------

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                    PAGE
                                                                                                                    ----
<S>                                                                                                                 <C>
ITEMS 1 &  2.   Business and Properties...................................................................            3
ITEM  10.       Directors and Executive Officers of the Registrant........................................           12
ITEM  13.       Certain Relationships and Related Transactions............................................           15
ITEM 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................           16
</Table>

                                PRELIMINARY NOTE:

    In the Section captioned "Lakehead System Growth" in Item 7 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (file no. 333-59597) (the "10-K"), the Registrant referred to external
forecasts for West Texas Intermediate crude oil benchmark prices over the next
several years. Those external forecasts are contained in the U.S. Department of
Energy - Energy Information Administration's "Annual Energy Outlook 2001"
published December 22, 2000 (http://www.eia.doe.gov/oiaf/aeo/).

    In the Section captioned "Growth Beyond the Lakehead System" in Item 7 of
the 10-K, the Registrant referred to external forecasts of crude oil production
in the Gulf of Mexico. Those forecasts were prepared for the Registrant by
Energy Analysts International, Inc., Westminister, Colorado.

    Please see "General-Future Prospects" in Item 2 of the Registrant's
Quarterly Report on Form 10-Q (file no. 333-59597) for the quarterly period
ended June 30, 2001, for a more recent discussion of the Registrant's future
prospects.

    The information contained in Items 1 & 2 is current as of March 24, 2000,
the date upon which Registrant's Form 10-K for the fiscal year ended December
31, 2000 was filed. Please see the Registrant's subsequent reports on Form 10-Q
and current reports on Form 8-K for additional information on the Registrant.


                                       2
<PAGE>
                                     PART I


ITEMS 1 & 2. BUSINESS AND PROPERTIES

OVERVIEW

    Enbridge Energy, Limited Partnership ("Registrant", "Operating Partnership"
or "Partnership") is a 98.9899% owned operating subsidiary partnership of
Enbridge Energy Partners, L.P. (Enbridge Energy Partnership), a publicly traded
Delaware limited partnership. The Registrant is also a Delaware limited
partnership. Unless the context otherwise requires, references in this Form 10-K
to the Partnership include the Registrant and the Enbridge Energy Partnership.

    The Partnership was formed in 1991 to acquire, own and operate the regulated
crude oil and natural gas liquids pipeline business of Enbridge Energy Company,
Inc. ("General Partner"), a wholly-owned subsidiary of Enbridge Pipelines Inc.
("Enbridge Pipelines"). Enbridge Pipelines is a Canadian company owned by
Enbridge Inc. ("Enbridge") of Calgary, Alberta, Canada. The General Partner owns
a 1.0101% general partner interest in the Registrant. The remaining 98.9899%
limited partner interest in the Partnership is owned by the Enbridge Energy
Partnership.

    The Partnership and Enbridge Pipelines transport crude oil and other liquid
hydrocarbons for others through the world's longest liquid petroleum pipeline
system ("System"). The System is the primary transporter of crude oil from
western Canada to the United States and is the only pipeline that transports
crude oil from western Canada to the province of Ontario, Canada. The System
serves all the major refining centers in the Great Lakes region of the United
States, as well as Ontario and the Patoka/Wood River pipeline hub and refining
center in southern Illinois. Enbridge Pipelines owns the Canadian portion of the
System ("Enbridge Pipelines System") and the Partnership owns the U.S. portion
of the System ("Enbridge Energy System").

    The System extends from Edmonton, Alberta, across the Canadian prairies to
the U.S. border near Neche, North Dakota. From Neche the System continues on to
Superior, Wisconsin, where it splits into two branches with one branch
travelling through the upper Great Lakes region and the other through the lower
Great Lakes region of the United States. Both branches reenter Canada near
Marysville, Michigan. From Marysville the System continues on to Toronto,
Ontario and Montreal, Quebec, with lateral lines to Nanticoke, Ontario and the
Buffalo, New York area. The System is approximately 3,100 miles long, of which
approximately 1,880 are in the United States.

    Shipments tendered to the System primarily originate in oil fields in the
western Canadian provinces of Alberta, Saskatchewan, Manitoba and British
Columbia and in the Northwest Territories of Canada and reach the System through
facilities owned and operated by third parties or affiliates of Enbridge
Pipelines. Deliveries from the System are currently made in the prairie
provinces of Canada and through the Enbridge Energy System, to the Great Lakes
and Midwest regions of the United States and to the Province of Ontario. These
deliveries are made principally to refineries either directly or through
connecting pipelines of other companies.

    All scheduling of shipments (including routes and storage) is handled by
Enbridge Pipelines in coordination with the Partnership. The Enbridge Energy
System includes 15 connections to pipelines and refineries at various locations
in the United States, including the refining areas in and around Chicago,
Illinois, Minneapolis-St. Paul, Minnesota, Detroit, Michigan, Toledo, Ohio,
Buffalo and Patoka/Wood River. The Enbridge Energy System has three main
terminals at Clearbrook, Minnesota, Superior, Wisconsin and Griffith, Indiana.
The terminals are used to gather crude oil prior to injection into the Enbridge
Energy System and to provide tankage in order to allow for more flexible
scheduling of oil movements.

PROPERTIES

    The Enbridge Energy System consists of approximately 3,300 miles of pipe
with diameters ranging from 12 inches to 48 inches, 63 main line pump station
locations with a total of approximately 667,000 installed horsepower and 58
crude oil storage tanks with an aggregate working capacity of approximately 10
million barrels. The volume of liquid hydrocarbons in the Enbridge Energy System
required at all times for operation is approximately 14 million barrels, all of
which is owned by the shippers on the Enbridge Energy System. The Enbridge
Energy System regularly transports up to 45 different types of liquid
hydrocarbons including light, medium and heavy crude oil (including bitumen),
condensate, synthetic crudes and natural gas liquids ("NGL").


                                       3
<PAGE>
    The Enbridge Energy System is comprised of a number of separate segments as
follows:

    o   Canadian border to Clearbrook segment including portions of four
        pipelines consisting of 18-, 20-, 26-, and 34-inch diameter pipe,
        respectively, and a fifth line consisting of 36- and 48-inch diameter
        pipe with a total annual capacity of 1,727,000 barrels per day;

    o   Clearbrook to Superior segment including portions of three pipelines
        consisting of 18-, 26-, and 34-inch diameter pipe, respectively, with a
        total annual capacity of 1,464,000 barrels per day. This segment
        includes approximately 80 miles of 48-inch pipeline looping that
        increases the capacity of this segment;

    o   Superior to Marysville segment consisting of 30-inch diameter pipe with
        an annual capacity of 509,000 barrels per day;

    o   Superior to Chicago area segment including two pipelines of 24- and
        34-inch diameter pipe with a total annual capacity of 889,000 barrels
        per day;

    o   Chicago area to Marysville segment consisting of a 30-inch diameter pipe
        with an annual capacity of 333,000 barrels per day; and

    o   Canadian border to Buffalo segment consisting of 12- and 20-inch
        diameter pipe with an annual capacity of 74,000 barrels per day.

    Estimated annual capacities noted above take into account receipt and
delivery patterns and ongoing pipeline maintenance, and reflect achievable
pipeline capacity over long periods of time.

    The Partnership believes that the Enbridge Energy System has been
constructed and is maintained substantially in accordance with applicable
federal, state and local laws and regulations, standards prescribed by the
American Petroleum Institute and accepted industry practice. The Partnership
attempts to control corrosion of the pipeline through the use of pipe coatings
and cathodic protection systems and monitors the integrity of the Enbridge
Energy System through a program of periodic internal inspections using
electronic instruments. At intervals not exceeding 3 weeks, but at least 26
times each calendar year, the entire pipeline right of way is inspected from the
air. In addition, trained and skilled operators use computerized monitoring
systems to identify pressure drops that might indicate potential disruptions in
flow, and operate remote controlled valves and pumps that allow the Enbridge
Energy System to be shut down quickly if required.

TITLE TO PROPERTIES

    The Partnership conducts business and owns properties located in seven
states. In general, the Enbridge Energy System is located on land owned by
others and is operated under perpetual easements and rights of way, licenses or
permits that have been granted by private land owners, public authorities,
railways or public utilities.

    The pumping stations, tanks, terminals and certain other facilities of
the Enbridge Energy System are located on land that is owned by the Partnership,
except for five pumping stations that are situated on land owned by others and
occupied by the Partnership, pursuant to easements or permits. An affiliate of
the General Partner acquired parcels of property for the benefit of the
Partnership to allow for the construction of the System Expansion Program II
("SEP II"). The affiliate is in the process of selling these parcels to third
parties while retaining an easement for the benefit of the Partnership. See
"Item 13. Certain Relationships and Related Transactions." Substantially all of
the Enbridge Energy System assets are subject to a first mortgage securing
indebtedness of the Operating Partnership.

RISK FACTORS

    The Enbridge Energy System is dependent upon the level of supply of crude
oil and other liquid hydrocarbons from western Canada. In 1999 and 2000, the
Partnership's crude oil deliveries declined compared with 1998. This decline
resulted primarily from decreased crude oil production in western Canada, which
in turn resulted primarily from reduced spending levels for exploration and
development activities in western Canada and a focus on natural gas drilling
rather than oil. These reduced spending levels resulted from low oil prices in
1998 and the first part of 1999. The Partnership's ability to increase
deliveries and to expand the Enbridge Energy System in the future also depend
upon increased supplies of western Canadian crude oil. For a discussion of the
forecast for the future supply of crude oil produced in western Canada. See "--
Supply of and Demand for Western Canadian Crude Oil."


                                       4
<PAGE>
    Demand for western Canadian crude oil and NGL in the geographic areas served
by the Enbridge Energy System is affected by the delivery of other crude oil and
refined products into the same areas. Existing pipeline capacity for the
delivery of crude oil to the U.S. Midwest, the primary destination market served
by the Enbridge Energy System, exceeds current refining capacity. The
Partnership believes that the System has several advantages over other
transporters of crude oil with which it competes and the System is among the
lowest cost transporters of crude oil and NGL in North America based on costs
per barrel mile transported. See "-- Competition."

    The Enbridge Pipelines System includes a section that extends from Sarnia,
Ontario to Montreal, Quebec ("Line 9") which, at one time, flowed in a
west-to-east direction. During 1999, Enbridge Pipelines and a group of refiners
reversed the flow of Line 9. Consequently, crude oil is now imported into the
province of Quebec, Canada from foreign sources through the facilities of
Portland Pipe Line Corporation, Montreal Pipe Line Limited and Enbridge
Pipelines. This offshore crude oil supply has resulted in a decrease in the
Partnership's level of deliveries into the Ontario market. However, the
Partnership expects that this decrease will be offset by an increase in
deliveries to the Chicago area and other markets it serves.

    The Partnership is subject to the risk that changes may occur in existing
economic conditions, fuel conservation measures, alternative fuel requirements,
governmental regulation or technological advances in fuel economy and energy
generation devices. Any of these factors could reduce the demand for crude oil
and other liquid hydrocarbons in the areas in which deliveries are made by the
Enbridge Energy System. In addition, reduced throughput on the System could
result from testing, line repair, reduced operating pressures, reduced crude oil
supply, regulatory restrictions on System utilization or other causes.

    The operations of the Partnership are subject to federal and state laws and
regulations relating to environmental protection and operational safety.
Although the Partnership believes that the operations of the Enbridge Energy
System are essentially in compliance with applicable environmental and safety
regulations, risks of substantial costs and liabilities are inherent in pipeline
operations, and there can be no assurance that such costs and liabilities will
not be incurred. See "-- Environmental and Safety Regulation."

    The Partnership periodically files tariff rate increases and decreases with
the Federal Energy Regulatory Commission ("FERC"). A tariff agreement between
the Partnership and customer representatives sets forth parameters governing the
tariff changes associated with SEP II, Terrace, and other expansion projects.
Notwithstanding this agreement, any shipper who is not a party to the agreement
could challenge any existing or future rate filings. Any challenge, if
successful, could have a material adverse effect on the Partnership. For a
discussion of FERC regulation, Partnership tariff rates and the tariff
agreement, see "-- Regulation" and "-- Tariffs."

    The Partnership's ability to increase earnings and cash distributions will
depend, in part, upon the ability to identify and complete acquisition
opportunities. Growth through acquisitions, and the future operating results and
success of such acquisitions, may be subject to the effects of, and changes in
laws and regulations, political and economic developments, inflation rates,
taxes, financing capability and operating conditions.

REGULATION

FERC Regulation

    The Partnership's interstate common carrier pipeline operations are subject
to rate regulation by the FERC under the version of the Interstate Commerce Act
("ICA") applicable to oil pipelines. The ICA requires that petroleum products
and crude oil pipeline rates be just, reasonable and non-discriminatory. The ICA
permits challenges to new, changed and existing rates through either a "protest"
or "complaint." At the FERC, a protest normally applies only to a proposed
change in a pipeline's rates or practices and subjects the pipeline to a
forward-looking investigation and possible refund obligation. The FERC can also
choose to suspend the proposed change for up to seven months from the proposed
date of the change. A complaint, by comparison, typically applies to an existing
rate or practice and subjects the pipeline, in certain circumstances, to
possible two year retroactive liability for past rates or practices found to be
unlawful.

    The FERC utilizes a simplified ratemaking methodology for oil pipelines that
prescribes an indexing methodology for setting rate ceilings. As described in
FERC Orders No. 561 and No. 561-A, the index used is the Producer Price Index
for Finished Goods minus 1% ("PPIFG-1"). Rate ceiling levels are increased or
decreased each July 1. The PPIFG-1 index for use beginning on July 1, 2000, was
approximately 0.8%. Inflationary rate changes prescribed under the FERC's
indexing methodology may be different than changes in the Partnership's costs.
Indexed rates are subject both to protests and to complaints, but in either case
the FERC's existing regulations specify that the party challenging a rate must
show reasonable grounds for asserting that the amount of any rate increase


                                       5
<PAGE>
resulting from application of the index is so substantially in excess of the
pipeline's increase in costs as to be unjust and unreasonable (or that the
amount of any rate decrease is so substantially less than the actual cost
decrease incurred by the pipeline that the rate is unjust and unreasonable).

    The FERC has stated that, as a general rule, pipelines must utilize the
indexing methodology to change rates. However, the FERC has retained cost-based
ratemaking, market-based rates and settlements as alternatives to the indexing
approach. A pipeline can follow a cost-based approach when it can demonstrate
that there is a substantial divergence between the actual costs experienced by
the carrier and the rates resulting from application of the index. Under FERC's
cost-based methodology, crude oil pipeline rates are permitted to generate
operating revenues, based on projected volumes, not greater than the total of
operating expenses, depreciation and amortization, federal and state income
taxes and an overall allowed rate of return on the pipeline's rate base. In
addition, a pipeline can charge market-based rates if it first establishes that
it lacks significant market power in a particular relevant market, and a
pipeline can establish rates pursuant to a settlement if agreed upon by all
current shippers. Initial rates for new services can be established through a
cost-based filing or through an uncontested agreement between the pipeline and
at least one shipper not affiliated with the pipeline.

Other Regulation

    The governments of the United States and Canada have, by treaty, agreed to
ensure nondiscriminatory treatment with respect to the passage of oil and gas
through the pipelines of one country across the territory of the other.
Individual border crossing points require U.S. government permits that may be
terminated or amended at the will of the U.S. government. These permits provide
that pipelines may be inspected by or subject to orders issued by federal or
state government agencies.

TARIFFS

Rate Cases

    The Partnership had several rate cases pending before the FERC during the
period from 1992 to 1996. The primary issue was the applicability of the FERC's
Opinion 154-B/C trended original cost methodology. In 1995 and 1996, the FERC
issued decisions on the Partnership's 1992 tariff rate increase that determined
the Partnership was entitled to use the FERC's Opinion No. 154-B/C rate
methodology, although it was not entitled to recover in its cost of service a
tax allowance with respect to income attributable to limited partners who are
not corporations or other similar entities.

    In October 1996, the FERC approved a settlement agreement ("Settlement
Agreement") between the Partnership, the Canadian Association of Petroleum
Producers ("CAPP") and the Alberta Department of Energy ("ADOE") on all
then-outstanding contested tariff rates. The Settlement Agreement provided for a
tariff rate reduction of approximately 6% and total rate refunds and interest of
$120.0 million through the effective date of October 1, 1996, with interest
accruing thereafter on the unpaid balance. The Partnership made rate refunds of
$41.8 million in the fourth quarter of 1996, with the balance being paid through
a 10% reduction of tariff rates until all refunds were made. Effective November
22, 1999, the 10% reduction in tariff rates was removed and the $120.0 million
refund and related interest were fully repaid.

    The Settlement Agreement also provided for the terms of an incremental
tariff rate surcharge for a period of 15 years to recover the cost of, and allow
a return on, the Partnership's investment in SEP II. The rate of return on this
investment will be based, in part, on the utilization level of the additional
capacity constructed. As specified in the Settlement Agreement, higher
utilization will result in a greater rate of return, subject to a minimum and
maximum rate of return of 7.5% and 15.0%, respectively. The tariff rate
surcharge will be recomputed on a cost of service basis and filed with FERC each
year. The Settlement Agreement provided that the agreed underlying tariff rates
will be subject to indexing as prescribed by FERC regulation and that CAPP and
ADOE will not challenge any rates within the indexed ceiling for a period of
five years, expiring October 2001. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations, - Future Prospects, -
Regulatory Issues."

Tariff Agreement

    In 1998, the Partnership filed an offer of settlement ("Tariff Agreement")
with the FERC to facilitate the filing of tariff rate surcharges in late 1998
and early 1999. This filing consolidated the 1996 Settlement Agreement with
respect to SEP II and other significant agreements with customers concerning the
Terrace Expansion Program ("Terrace") and the transportation of heavy crude oil.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations, - Future Prospects, -


                                       6
<PAGE>
Enbridge Energy System Growth, - Projects Recently Completed or Under
Development." The FERC found the Tariff Agreement a reasonable compromise and
approved it on the grounds that it is fair, reasonable, and in the public
interest.

    With respect to Terrace, the Tariff Agreement included terms governing a
tariff surcharge associated with the project. A fixed toll increase of Cdn.
$0.05 per barrel for the movement of light crude oil from Edmonton to the
Chicago area is allocated approximately Cdn. $0.02 ($0.013 U.S.) to the
Partnership and Cdn. $0.03 to Enbridge Pipelines. Effective April 1, 2001,
Enbridge and the Partnership agreed to reallocate the Cdn. $0.05 per barrel
Terrace toll surcharge, Cdn. $0.04 ($0.026 U.S.) to the Partnership and Cdn.
$0.01 to Enbridge. This reallocation is permitted under the terms of the
Agreement and was done in an effort to rebalance the project economics between
the parties as a result of volume shortfalls, for which the Partnership is
completely at risk. The toll increase is also subject to increase or decrease
based on changes in other defined circumstances. The portion of the agreement
associated with Terrace also establishes in-service and notice dates for future
phases of the expansion program. Should CAPP not provide notice to construct
later phases of Terrace by July 1, 2001, the toll increment will revert to a
cost of service recovery, including collection of both prospective and past
variances between revenue generated by the Cdn. $0.05 toll increment and the
Terrace cost of service. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations, - Future Prospects, - Enbridge
Energy System Growth - Projects Recently Completed or Under Development."

Other Pipeline Rate Cases

    On January 13, 1999, the FERC issued an opinion and order in a case
involving Santa Fe Pacific Pipelines, L.P. ("SFPP") ("Opinion No. 435"), which
addressed various issues of interest to FERC-regulated publicly traded
partnerships and other oil pipelines. These included application of FERC's
Opinion No. 154-B/C rate methodology and income tax allowances for publicly
traded partnerships. On May 17, 2000, the FERC issued an order on rehearing
("Opinion No. 435-A") that largely reconfirmed the rulings in Opinion No. 435.
This order is subject to further rehearing on certain issues, as well as
judicial review. The SFPP opinion is not anticipated to have an impact on the
Partnership's current rates due to the Tariff Agreement with customers. If the
SFPP opinion is not changed on further rehearing by FERC or on review by a court
of appeals, and if it were applied to the Partnership in some future rate
proceedings, the impact to the Partnership, positive or negative, would be
dependent upon the specific application of the rulings in that opinion to the
Partnership.

    Many of the ratemaking issues contested in the Partnership's rate cases, in
particular the FERC's oil pipeline ratemaking methodology, have not been
reviewed by a federal appellate court. Judicial review (whether or not in a case
directly involving the Partnership) could ultimately result in the
implementation of alternative ratemaking methodologies that could have a
material adverse effect on the Partnership.

Tariffs

    Under published tariffs for transportation by the Enbridge Energy System,
the rates for light crude oil from key receipt locations to principal delivery
points at January 1, 2001 (including the tariff surcharges related to SEP II and
Terrace) are set forth below.

<Table>
<Caption>
                                                                        PUBLISHED
                                                                          TARIFF
                                                                        PER BARREL
                                                                        ----------
<S>                                                                     <C>
           Canadian border near Neche to Clearbrook...............        $0.163
           Canadian border near Neche to Superior.................        $0.316
           Canadian border near Neche to Chicago area.............        $0.642
           Canadian border near Neche to Marysville area..........        $0.767
           Canadian border near Neche to Buffalo area.............        $0.785
           Chicago to the international border near Marysville....        $0.286
</Table>


    The rates at January 1, 2001, for medium and heavy crude oils are higher,
while those for NGL are lower, than the rates set forth in the table to
compensate for differences in costs for shipping different types and grades of
liquid hydrocarbons. The Partnership periodically adjusts its tariff rates as
allowed under FERC's indexing methodology and the Tariff Agreement, and will
file an updated SEP II surcharge to be effective April 1, 2001. This filing will
include any differences between the SEP II surcharge filed in 2000 and actual
results for the year, as well as an estimate for 2001. Overall, the surcharge
should remain relatively consistent with 2000 levels.


                                       7
<PAGE>
DELIVERIES FROM THE ENBRIDGE ENERGY SYSTEM

    Deliveries from the Enbridge Energy System are made in the Great Lakes and
Midwest regions of the United States and in Ontario, principally to refineries,
either directly or through connecting pipelines of other companies. Major
refining centers within these regions are located near Sarnia, Ontario,
Nanticoke, Toronto, Minneapolis-St. Paul, Superior, Chicago, the Patoka/Wood
River area, Detroit, Toledo, and Buffalo areas. Crude oil and NGL transported by
the Enbridge Energy System are feedstock for refineries and petrochemical
plants.

    The U.S. government segregates the United States into five districts,
Petroleum Administration for Defense Districts ("PADD"), for purposes of its
strategic planning to ensure crude oil supply to key refining areas in the event
of a national emergency. The oil industry utilizes these districts in reporting
statistics regarding oil supply and demand. The Enbridge Energy System services
the northern tier of PADD 2. U.S. governmental publications project that crude
oil demand in this area will remain relatively constant over the next 10 years.
In addition, these publications project the total supply of crude oil from
producing areas in the U.S. southwest, Rocky Mountains and Midwest that
currently serve the entire PADD 2 market, to decline in the near term as
reserves are depleted, resulting in a need for additional supplies of crude oil
to replace the continuing demand. As a result of these factors, the Partnership
believes that the Enbridge Energy System will be able to exceed its current
level of deliveries into PADD 2 during the next 10 years.

    The following table sets forth Enbridge Energy System average deliveries per
day and barrel miles for each of the years in the five-year period ended
December 31, 2000.

<Table>
<Caption>
                                                                                   DELIVERIES
                                                              ---------------------------------------------------
                                                              2000       1999        1998        1997       1996
                                                              -----      -----       -----       -----      -----
                                                                        (THOUSANDS OF BARRELS PER DAY)
<S>                                                           <C>        <C>         <C>         <C>        <C>
                UNITED STATES
                  Light crude oil....................           321        299         338         282        309
                  Medium and heavy crude oil.........           630        575         627         652        569
                  NGL................................            25          24         27          26         23
                                                              -----      -----       -----       -----      -----
                  Total United States................           976        898         992         960        901
                                                              -----      -----       -----       -----      -----
                ONTARIO
                  Light crude oil....................           174        282         366         355        348
                  Medium and heavy crude oil.........            85         87          97          98        102
                  NGL................................           103        102         107          99        100
                                                              -----      -----       -----       -----      -----
                  Total Ontario......................           362        471         570         552        550
                                                              -----      -----       -----       -----      -----
                TOTAL DELIVERIES.....................         1,338      1,369       1,562       1,512      1,451
                                                              =====      =====       =====       =====      =====
                BARREL MILES (billions per year).....           341        350         391         389        384
                                                              =====      =====       =====       =====      =====
</Table>


SUPPLY OF AND DEMAND FOR WESTERN CANADIAN CRUDE OIL

Supply

    Substantially all of the shipments delivered through the Enbridge Energy
System originate in oilfields in western Canada. The Enbridge Energy System also
receives U.S. and Canadian production at Clearbrook through a connection with a
pipeline owned by a subsidiary of Enbridge, U.S. production at Lewiston,
Michigan, and both U.S. and offshore production in the Chicago area. Changes in
supply from western Canada directly affect movements through the Enbridge
Pipelines System and, therefore, the supply available for transportation through
the Enbridge Energy System. Due to the integration of the Enbridge and Enbridge
Energy Systems, Enbridge Pipelines regularly prepares forecasts of western
Canadian crude oil, which take into account deliveries on the Enbridge Energy
System.

    The low crude oil prices experienced during 1998 and early 1999 caused a
decline in western Canadian producers' expenditures for oil exploration and
development, which in turn adversely affected the crude oil supply available in
western Canada. As a result, Enbridge Pipelines has updated its forecast of
western Canadian crude oil supply and the markets served by the System. This
long-term outlook involves updated supply projections from the oil sands
projects currently operating, being expanded or proposed in western Canada. The
Partnership believes that production from these projects is less sensitive to
the short-term fluctuations in the price of crude oil due to the magnitude of
committed capital expenditures involved.


                                       8
<PAGE>
    The updated Enbridge Pipelines forecast completed in February, 2001,
projects that the supply of western Canadian crude oil will be approximately
2,150,000 barrels per day in 2001 and approximately 2,300,000 barrels per day in
2002. This updated forecast projects the supply of crude oil to rise to
approximately 2,500,000 barrels per day in 2003 and to approximately 2,940,000
barrels per day by 2010. The forecast quantity of crude oil was made subject to
numerous uncertainties and assumptions, including a crude oil price of $21.95
per barrel in 2000 rising to $27.00 in 2010. On December 29, 2000, the benchmark
West Texas Intermediate crude oil price closed at $26.70 per barrel.

     While the projected supply of crude oil for 2001 and 2002 is lower than the
forecast that supported the Terrace Expansion Project, the updated Enbridge
Pipelines forecast supports the need for additional pipeline facilities beyond
the Terrace Phase I facilities. Phase II includes construction of facilities to
increase capacity on the Canadian portion of the System. While Phase II does not
involve construction on the Enbridge Energy System, the Partnership expects to
benefit directly from the approximately 40,000 barrels per day increase in
capacity as additional volumes from the Alberta Oil Sands come on stream.
Subject to final National Energy Board ("NEB") approval, Phase II is expected to
be placed in service during 2002.

    The NEB had previously released a report titled "Canadian Energy Supply and
Demand to 2025" on June 30, 1999, in which it provided several scenarios of
supply and demand for western Canadian crude oil. The most realistic scenario
from the Partnership's perspective is a case that is based on a WTI price of
$18.00 per barrel in constant 1997 dollars and assumes low cost energy supply
and current trends in demand. This scenario resulted in total western Canadian
production that was modestly lower than the Enbridge Pipelines most recent
forecast by approximately 100,000 barrels per day in 2005. CAPP had also
previously released its forecast of western Canadian crude oil production on May
18, 1999. The Enbridge forecast is higher than the CAPP forecast by about 70,000
bpd in 2005.

    The Partnership believes that the outlook for increased crude oil production
in western Canada continues to be positive, as evidenced by the Enbridge
Pipelines forecast, the NEB study and CAPP's recent request to proceed with
Terrace Phase II. The timing of growth in the supply of western Canadian crude
oil, however, will depend upon the level of crude oil prices, oil and drilling
activity and the timing of completion of projects to produce heavy and synthetic
oil from the Alberta Oil Sands. It is anticipated that 2001 deliveries on the
Enbridge Energy System will be approximately 1,400,000 to 1,450,000 barrels per
day based on a recent survey of shippers.

Demand

      The Partnership believes that modestly increasing crude oil demand and
declining inland U.S. domestic production are contributing to an increasing need
for importing crude oil into the PADD 2 market. The PADD 2 market consists of
the states of Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota,
Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee and
Wisconsin. The Partnership also believes that PADD 2 will continue to provide an
excellent market for western Canadian shippers as returns to crude oil producers
are expected to remain attractive. Moreover, the Partnership believes that PADD
2 will remain the most attractive market for western Canadian supply since it is
currently the largest North American processor of western Canadian heavy crude
oil and has the greatest potential for converting refining capacity from light
to heavy crude.

      Although western Canadian producers experience competition from Venezuelan
and Mexican heavy crude oil in PADD 2, western Canadian heavy crude oil is
expected to remain the dominant supply source for the region. The Partnership
believes that Latin American heavy crude oil will continue to provide the
balancing supply to the PADD 2 region. In the short-term, Latin American
deliveries to PADD 2 are expected to decrease as the supply of western Canadian
crude oil continues to recover from the negative impact of the 1998/99 price
decline. Over the long-term, it is expected that producers of Latin American
heavy crude oil will concentrate on PADD 3 and PADD 5 markets, where they
receive a higher return compared to PADD 2. The PADD 3 market consists of the
states of Alabama, Arkansas, Louisiana, Mississippi, new Mexico and Texas and
the PADD 5 market consists of the states of Alaska, Arizona, California, Hawaii,
Nevada, Oregon and Washington.

    Based on the most recent forecast completed by Enbridge Pipelines, exports
from western Canada to the United States are forecast to increase to
approximately 1,835,000 barrels per day in 2005 and remain at that level or
above through 2010. This is approximately 700,000 barrels per day higher than
1999 exports. Of the exports to the United States, PADD 2 would receive
approximately 1,365,000 barrels per day in 2005, approximately 500,000 barrels
per day higher than 1999.


                                       9
<PAGE>
    Deliveries to Ontario averaged approximately 362,000 barrels per day in
2000. Demand in Ontario is expected to grow to approximately 640,000 barrels per
day over the next several years. Since 1999, Partnership deliveries to Ontario
have been impacted by the reversal of Enbridge Line 9 from Montreal to Sarnia.
Based on the Partnership's forecast, and assuming no expansion of Line 9,
Partnership deliveries to Ontario are expected to approximate 2000 levels in
2001 and grow modestly thereafter.

         Crude oil refineries in Ontario generally process light sweet and light
sour crude oil, and the supply of conventional light sweet and light sour crude
oil in western Canada is expected to decline. Ontario refiners cannot process
significantly greater amounts of western Canadian heavy crude oil without
substantial reconfiguration of their refineries. To the extent Ontario refiners
have found it difficult to obtain light crude oil supply from western Canada at
an economic price, refiners have been recently accessing foreign light crude
volumes through the reversed facilities of Line 9. This has had an impact on the
volumes moving through the Enbridge Energy System pipeline connections in the
Chicago area. Light crude oil movements originating in the Chicago area for
delivery to Ontario declined following the reversal of Enbridge's Line 9 in
1999, averaging approximately 63,500 barrels per day for 1999, and approximately
15,000 barrels per day in 2000. Line 9 has an annual capacity of approximately
240,000 barrels per day and, in 2000, operated at approximately 210,000 barrels
per day. The ongoing utilization level of Line 9 will be dependent upon global
crude oil market dynamics.

CUSTOMERS

    The Enbridge Energy System operates under month-to-month transportation
arrangements with its shippers. During 2000, 47 shippers tendered crude oil and
NGL for delivery through the Enbridge Energy System. These customers included
integrated oil companies with production facilities in western Canada and
refineries in Ontario, major oil companies, refiners and marketers. Shipments by
the top ten shippers during 2000 accounted for approximately 87% of total
revenues during that period. Revenue from BP Amoco (through affiliated
companies), Mobil Oil Company of Canada Ltd. and PDV Midwest accounted for
approximately 25%, 16% and 11%, respectively, of total operating revenue
generated by the Enbridge Energy System during 2000. The remaining shippers each
accounted for less than 10% of total revenues. See Note 7 to the Partnership's
Financial Statements.

CAPITAL EXPENDITURES

    In 2000, the Partnership made capital expenditures of $21.7 million, of
which $10.9 million was for core maintenance and $10.8 million for pipeline
system enhancements. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations."

TAXATION

    For federal and state income tax purposes, the Partnership and Operating
Partnership are not taxable entities. Federal and state income taxes on
Partnership taxable income are borne by the individual partners through the
allocation of Partnership taxable income. Such taxable income may vary
substantially from net income reported in the statement of income.

COMPETITION

    Because pipelines are the lowest cost method for intermediate and long haul
movement of crude oil over land, the System's most significant existing
competitors for the transportation of western Canadian crude oil are other
pipelines. In 2000, the Enbridge Pipelines System transported approximately 65%
of total western Canadian crude oil production, of which approximately 90% was
transported by the Enbridge Energy System. The remainder of 2000 western
Canadian crude oil production was refined in Alberta or Saskatchewan or
transported through other pipelines. Of the pipelines transporting western
Canadian crude oil out of Canada, the System provides approximately 75% of the
total pipeline design capacity. The remaining 25% of design capacity is shared
by five other pipelines transporting crude oil to British Columbia, Washington,
Montana and other states in the U.S. Northwest.

    Competition among common carrier pipelines is based primarily on
transportation charges, access to producing areas and proximity to end users.
The Partnership believes that high capital requirements, environmental
considerations and the difficulty in acquiring rights of way and related permits
make it difficult for a competing pipeline system comparable in size and scope
to the System to be built in the foreseeable future.

    Express Pipeline Ltd. ("Express Pipeline") owns and operates a 170,000
barrel per day capacity pipeline that carries western Canadian crude oil to the
U.S. Rocky Mountain region, where it connects to a 150,000 barrels per day
capacity pipeline system. This


                                       10
<PAGE>
connecting pipeline serves the Patoka/Wood River market area. The Express
Pipeline began service in early 1997. The System, however, offers lower tolls
into Chicago and Patoka and competitive tolls into Wood River and, furthermore,
the System does not require shipper volume commitments as currently required by
Express Pipeline.

    The System encounters competition in serving shippers to the extent that
shippers have alternative opportunities for transporting liquid hydrocarbons
from their sources to customers. In selecting the destination for their supplies
of crude oil, sellers generally desire to use the alternative that results in
the highest return to them. Generally, it is expected that sellers will receive
the highest return from markets served by the System, but alternate markets may,
for periods of time, offer equal or better returns for the seller. Such markets
could potentially include the U.S. Rocky Mountain region for sweet crude oil and
the Washington State market for light sour crude oil.

    In the United States, the Enbridge Energy System encounters competition from
other crude oil and refined product pipelines and other modes of transportation
delivering crude oil and refined products to the refining centers of
Minneapolis-St. Paul, Chicago, Detroit and Toledo and the refinery market and
pipeline hub located in the Patoka/Wood River area. The Enbridge Energy System
transports approximately 50% of all crude oil deliveries into the Chicago area,
approximately 80% of all crude oil deliveries into the Minneapolis-St. Paul area
and approximately 55% of all deliveries of crude oil to Ontario and Buffalo.

ENVIRONMENTAL AND SAFETY REGULATION

General

    The operations of the Partnership are subject to federal, state and local
laws and regulations relating to protection of the environment and safety.
Although the Partnership believes that the operations of the Enbridge Energy
System are in substantial compliance with applicable environmental and safety
laws and regulations, the risk of substantial liabilities is inherent in
pipeline operations, and there can be no assurance that substantial liabilities
will not be incurred. To the extent that the Partnership is unable to recover
environmental costs in its rates (if not recovered through insurance), the
Partnership could be subject to material costs.

    In general, the Partnership expects to incur future ongoing expenditures to
comply with industry and regulatory environment and safety standards. The
Partnership does not expect that such expenditures, to the extent they can be
estimated, will have a material adverse effect on the Partnership.

Air

    The operations of the Partnership are subject to the federal Clean Air Act
("CAA") and comparable state statutes. Expenses of routine compliance with these
and other similar regulations are not expected to have a material adverse impact
on the Partnership.

Water

    The federal Clean Water Act ("CWA") as amended, imposes strict controls on
the discharge of any pollutant, including oil, into the waters of the United
States. The CWA provides penalties for any such discharge, imposes liability for
clean-up costs and natural resource damage, and allows for third party lawsuits.
As required by the CWA, the Partnership has developed Facility Response Plans,
which are designed to prevent contamination of waters in the event of a
petroleum overflow, rupture or leak, and has submitted these plans to, and
received the approval of, the Office of Pipeline Safety ("OPS") of the U.S.
Department of Transportation ("DOT"). The federal Safe Drinking Water Act of
1974, as amended, further regulates discharges into groundwater. State laws also
provide varying civil and criminal penalties and liabilities in the case of a
release of pollutants into surface water or groundwater. Expenses of routine
compliance with these and other similar regulations are not expected to have a
material adverse impact on the Partnership.

Remediation Matters

    Contamination resulting from spills of crude oil and petroleum products is
not unusual within the petroleum pipeline industry. Historic spills along the
Enbridge Energy System as a result of past operations may have resulted in soil
or groundwater contamination. The Partnership is addressing known sites through
monitoring and remediation programs. Currently, expenses relating to such
remediation programs are not expected to have a material adverse impact on the
Partnership.


                                       11
<PAGE>
Superfund

    The Comprehensive Environmental Response, Compensation and Liability Act of
1989 ("CERCLA"), as amended, also known as "Superfund," and comparable state
laws impose liability, without regard to fault or the legality of the original
act, on certain classes of persons that contribute to the release of a
"hazardous substance" into the environment. In the course of its ordinary
operations, the Enbridge Energy System generates wastes, some of which fall
within the federal and state statutory definitions of a "hazardous substance"
and some of which were historically disposed of at sites that may require
cleanup under Superfund and related state statutes. The Partnership is unaware
of any such obligations at this time.

Waste

    The Partnership generates hazardous and non-hazardous solid wastes that are
subject to requirements of the federal Resource Conservation and Recovery Act
("RCRA") and comparable state statutes. The Partnership believes that operations
of the Enbridge Energy System are in substantial compliance with such statutes
in all states in which it operates.

Safety Regulation

    The Partnership's operations are subject to construction, operating and
safety regulation under the Pipeline Safety Act ("Act") as applied by the DOT
and OPS, as well as various other federal, state and local agencies. The Act has
been amended periodically requiring OPS to consider environmental impacts and
cost-benefit analysis, in addition to its traditional public safety
considerations, when developing safety regulations. Among the amendments, OPS
was mandated to establish pipeline operator qualification rules that were issued
in 1999 and come into effect during 2001. Other requirements include mandating
OPS to establish a national pipeline mapping and records system, evaluating the
feasibility of requiring additional valves and/or remotely operated valves and
completing the identification of areas "unusually environmentally sensitive" to
leaks from liquid pipelines. In December 2000, the OPS issued final rules
defining "unusually environmentally sensitive areas" following a comment period
and pilot test. As well, in December 2000 OPS issued final rules for "Integrity
Management Plans for Liquid Pipelines in High Consequence Areas" as well as
proposed rules for more prescriptive corrosion protection standards. The
Partnership has submitted pipeline maps and descriptive detail to OPS as part of
their voluntary national mapping and records system now in progress. The
recently issued rules or proposed rules are comprehensive, but are not expected
to have a material adverse financial effect on the Partnership.

    Following an unsuccessful legislative attempt to approve additional sweeping
amendments of the Act during 2000, an Executive Memorandum was issued by the
President. This Executive Memorandum directed OPS to evaluate their enforcement
program and aggressively pursue safety mandates to require risk-based integrity
management programs, broader external communication, and meaningful involvement
of states in interstate pipeline safety. It also called for initiation of
research and development programs, development of a definition for 'unusually
sensitive areas', and reinforcement of a quick resolution of rules for increased
corrosion protection.

    These legislative and regulatory proposals are largely prompted by a
significant incident in June 1999 on the Olympic Pipeline system in Bellingham,
Washington and an August 2000 incident on the El Paso natural gas pipeline in
New Mexico. The Partnership has been monitoring these proposals and will work
closely with Congress and industry associations to advocate strong but
cost-effective provisions. As this legislative initiative is still evolving, the
financial impact of additional new regulations cannot be determined at this
time. See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations, - Future Prospects, - New Safety Legislation."

EMPLOYEES

    Neither the General Partner nor the Partnership has any employees. The
General Partner is responsible for the management and operation of the
Partnership and to fulfill these obligations, it has entered into agreements
with Enbridge and several of its subsidiaries to provide the necessary services.
The Partnership reimburses service providers for expenses incurred in performing
these services at cost.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    (a) Directors and Executive Officers of the Registrant


                                       12
<PAGE>
    The Registrant is a limited partnership and has no officers, directors or
employees. Set forth below is certain information concerning the directors and
executive officers of the General Partner. Enbridge Pipelines, the sole
stockholder of the General Partner, elects the directors of the General Partner
on an annual basis. All officers of the General Partner serve at the discretion
of the directors of the General Partner.

<Table>
<Caption>
   NAME                         AGE          POSITION WITH GENERAL PARTNER
   ----                         ---          -----------------------------
<S>                             <C>          <C>
   J.R. Bird                    52           Director
   P.D. Daniel                  54           Director
   E.C. Hambrook                63           Director
   G.K. Petty                   59           Director
   C.A. Russell                 67           Director
   D.P. Truswell                57           Director
   D.C. Tutcher                 52           President
   L.H. DeBriyn                 54           Vice President, Special Projects
   Greg Sevick                  45           Vice President, Operations
   Mark Maki                    36           Controller
   J.K. Whelen                  41           Treasurer
   J.L. Balko                   35           Chief Accountant
   Chris Kaitson                45           Corporate Secretary
</Table>


    Mr. Bird was elected Director of the General Partner in September 2000 and
served as President from September 2000 until June 2001. Mr. Bird previously
served as Treasurer of the General Partner from October 1996 through October
1997. He has also served as Group Vice President, Transportation of Enbridge and
President of Enbridge Pipelines since September 2000. Prior thereto, he served
as Senior Vice President, Corporate Planning and Development of Enbridge from
August 1997 through August 2000 and as Vice President and Treasurer of Enbridge
from January 1995 to August 1997.

    Mr. Daniel was elected a Director of the General Partner in July 1996 and
served as its President from July 1996 through October 1997. Mr. Daniel has
served as President of Enbridge since September 2000 and as Chief Executive
Officer of Enbridge since January 2001. Prior thereto, Mr. Daniel also served as
President and Chief Operating Officer - Energy Delivery of Enbridge from June
1998 to December 2000. Prior thereto, Mr. Daniel served as Executive Vice
President and Chief Operating Officer--Energy Transportation Services of
Enbridge from September 1997 through June 1998, as Senior Vice President of
Enbridge from May 1994 to August 1997, as President and Chief Executive Officer
of Enbridge Pipelines from August 1996 to August 1997, and as President and
Chief Operating Officer of Enbridge Pipelines from May 1994 to August 1996.

    Mr. Hambrook was elected Director of the General Partner in January 1992 and
served as Chairman of the General Partner from July 1996 until July 1999. He
also serves on the Audit, Finance & Risk Committee. Mr. Hambrook is the
President of Hambrook Resources Inc., a real estate investment, marketing and
sales company.

    Mr. Petty was elected Director of the General Partner on February 22, 2001
and serves on the Audit, Finance & Risk Committee. Mr. Petty has served as
Director of Enbridge Inc. since January 2001 and as Director of CAE Incorporated
since August 1996. Mr. Petty served as President and Chief Executive Officer of
Telus Corporation, a Canadian telecommunications company, from November 1994 to
November 1999. Mr. Petty is a business consultant providing executive management
consulting services to the telecommunications industry.

    Mr. Russell was elected Director of the General Partner in October 1985 and
serves as the Chairman of the Audit, Finance & Risk Committee. Mr. Russell
served as Chairman and Chief Executive Officer of Norwest Bank Minnesota North,
N.A., from January through December 1995. He also served as a Director of
Minnesota Power and Light Co. until May 1996. Other than in his service as
Director of the General Partner, Mr. Russell is retired.

    Mr. Truswell was elected Director of the General Partner in 1991. Since
September 2000, Mr. Truswell has served as Group Vice President and Chief
Financial Officer of Enbridge and from May 1994 through August 2000 served as
Senior Vice President and Chief Financial Officer of Enbridge.


                                       13
<PAGE>
    Mr. Tutcher was appointed President of the General Partner in June 2001. He
also currently serves as Group Vice President, Transportation Group South, of
Enbridge Inc., as well as President of Enbridge Midcoast Energy Inc. He was
previously Chairman of the Board, President and Chief Executive Officer of
Midcoast Energy Resources, Inc. from its formation in 1992 until its merger with
Enbridge on May 15, 2001. He also served as Treasurer of Midcoast from 1995 to
1996. Since 1989, Mr. Tutcher has also been President and Chief Executive
Officer of Magic Gas Corp., a Texas corporation controlled by Mr. Tutcher. Prior
to its merger into Midcoast in 1992, Mr. Tutcher served as Director of Nugget
Oil Corporation, from 1990 to 1992. He also serves on the board of the
Interstate Natural Gas Association of America and the Gas Processors
Association.

    Mr. DeBriyn was elected Vice President, Special Projects of the General
Partner in June 2001 and served as Vice President and Director from July 1999
until June 2001. Prior thereto, he served as Vice President, Canadian
Operations, of Enbridge Pipelines from July 1996 to July 1999, and prior
thereto, in managerial positions in operations with Enbridge Pipelines and the
General Partner.

    Mr. Sevick was elected Vice President, Operations of the General Partner in
June 2001. Prior thereto, he served as Vice President, Canadian Operations for
Enbridge Pipelines from 1999 to June 2001. Prior thereto, he served as Vice
President, Engineering & Logistics of Enbridge Consumers Gas from 1998 to 1999
and Senior Vice President, Distribution Operations of Enbridge Consumers Gas
from 1996 to 1998.

    Mr. Maki was elected Controller of the General Partner in June 2001. Prior
thereto he served as Controller, Enbridge Pipelines Inc. from September 1999 to
June 2001. Prior thereto, he served as Chief Accountant of the General Partner
from June 1997 to August 1999. Prior thereto, Mr. Maki served as Internal
Auditor of the General Partner from November 1995 to June 1997.

    Mr. Whelen was elected Treasurer of the General Partner in January 2000. He
has served as Assistant Treasurer of Enbridge since November 1997. Prior
thereto, he served as Manager, Corporate Finance, of Enbridge from December 1995
to October 1997, and prior thereto, as Manager, Corporate Finance, of The
Consumers' Gas Company Ltd.

    Ms. Balko has served as Chief Accountant since October 1999. Prior thereto,
she served in managerial positions in accounting with Enbridge Pipelines since
January 1998, and was with The Westaim Corporation, an investor in, and
manufacturer of, industrial technologies in various industries, including the
biomedical and semiconductor industries, from November 1995 to December 1997.

    Mr. Kaitson was elected Corporate Secretary of the General Partner in
October 2001 and has served since May 2001, and will continue to serve, as
Associate General Counsel, Transportation Group South, of Enbridge Inc. and of
Enbridge Midcoast Energy Inc. He previously served as General Counsel of
Midcoast Energy Resources, Inc. from 1997 until its merger with Enbridge on May
15, 2001. Prior thereto, he served as Vice President-Legal and Corporate
Secretary of Republic Gas Partners, LLC from 1995 to 1997.


                                       14
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The Partnership is managed by the General Partner pursuant to the Amended
and Restated Agreements of Limited Partnership of the Partnership and the
Operating Partnership, as amended ("Partnership Agreements"). The General
Partner has entered into a service agreement with Enbridge U.S. whereby the
General Partner will utilize the resources of Enbridge U.S. to operate the
Partnership. Under this agreement, Enbridge U.S. will be reimbursed at cost for
all direct and indirect expenses it incurs or payments it makes on behalf of the
Partnership. The General Partner also receives certain administrative,
engineering, treasury and computer services from Enbridge and Enbridge Pipelines
for the benefit of the Partnership. The Partnership reimburses the General
Partner for the cost of these services. For information about reimbursements to
the General Partner, see Note 6 to the Partnership's Financial Statements.

    The Partnership has entered into an Agency Agreement dated March 3, 2000
with Tidal Energy Marketing Inc., a joint venture owned 50% by Enbridge, for a
term of five years. For a fee and a share of the lease payments in excess of a
specified base lease rate, Tidal has agreed to serve as leasing agent for the
Partnership's crude oil storage tanks at its Hartsdale facility in Schererville,
Indiana. See Note 6 to the Partnership's Financial Statements.

    The Partnership has entered into an easement acquisition agreement dated
October 20, 1997 with Enbridge Holdings (Mustang) Inc. ("Enbridge Mustang"), a
subsidiary of Enbridge U.S. Pursuant to this agreement, using funds advanced by
the Partnership, Enbridge Mustang acquired properties for the purpose of
granting a pipeline easement to the Partnership to allow construction of SEP
II's new Line 14. Enbridge Mustang is in the process of reselling these
properties. As each parcel is resold, Enbridge Mustang retains an easement for
transfer to the Partnership and repays the Partnership for the funds advanced to
make the original purchase of the property (less the cost of the easement).
Enbridge Mustang is being reimbursed for all costs associated with this process
at cost by the Partnership and will be indemnified by the Partnership from and
against all liabilities that may arise in connection with this process. See Note
6 to the Partnership's Financial Statements.

    The Partnership has entered into an agreement dated March 3, 1998 with
Mustang Pipe Line Partners ("Mustang") and Mobil Pipe Line Company ("Mobil") to
provide for a joint tariff covering shipments of western Canadian crude oil to
the Patoka pipeline hub south of Chicago. Mustang is a Delaware general
partnership owned by Mobil Illinois Pipe Line Company and Enbridge Mustang.
Shipments covered by the joint tariff travel on the Enbridge Energy System to
Chicago and to the Patoka pipeline hub through the Mustang pipeline system. The
Partnership has also entered into an agreement with Mustang, Mobil, and Equilon
Pipeline Company L.L.C. ("Equilon") to provide for a joint tariff covering
shipments of western Canadian crude oil to the Wood River refining center west
of Patoka through the Partnership's, Mustang's, and Equilon's pipelines. The
joint tariff agreements provide for lower transportation costs to shippers
desiring access to the Patoka/Wood River market area, an incentive which the
Partnership believes complements its expansion programs.

    The General Partner believes that the terms of the agreements described in
the preceding three paragraphs are at least as favorable to you as terms that
could have been obtained from unaffiliated third parties.

    Under the terms of the Revolving Credit Facility Agreement, the Partnership
and the General Partner may draw down funds up to a combined maximum of $350.0
million. For additional details, see Note 5 to the Partnership's Financial
Statements.

    The Partnership has an arrangement with the General Partner, under which the
General Partner may, at its discretion, provide loans to the Partnership in an
amount not to exceed $200.0 million. This uncommitted facility provides an
alternative source of funds at market interest rates in the event that a
disruption in the capital markets delayed access to debt and equity markets. In
March 1999, the Partnership borrowed, and subsequently repaid in early April,
$25.0 million under this arrangement.

    For discussion of distribution restrictions and incentive distributions
payable to the General Partner, see Note 3 to the Partnership's Financial
Statements.

    The Partnership also expects to have the opportunity to acquire a number of
oil and gas pipeline assets of its affiliate, Enbridge, as these systems achieve
risk and return profiles attractive to the Partnership. On May 18, 2001, we
completed our acquisition of the assets of Enbridge Pipelines (North Dakota)
from Enbridge. The assets consist of a 950-mile crude oil pipeline system with
capacity of 84,000 barrels per day, which transports crude oil from Montana,
North Dakota and western Canadian oil fields to the Enbridge Energy System and a
connecting carrier at Clearbrook, Minnesota. The purchase price for this
transaction was $35.4 million.


                                       15
<PAGE>
The terms of this acquisition were negotiated and approved by a special
committee of independent directors.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (c) The following Exhibits (numbered in accordance with Item 601 of
Regulation S-K) are filed or incorporated herein by reference as part of this
Report.

<Table>
<Caption>
     EXHIBIT
     NUMBER                                                       DESCRIPTION
     -------                                                      -----------
<S>                   <C>
       3.1            Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement No. 33-43425 --
                      Exhibit 3.1)
       3.2            Certificate of Amendment to Certificate of Limited Partnership of the Partnership. (Partnership's Second
                      Amendment to 2000 10-K on Form 10-K/A dated October 9, 2001 -- Exhibit 3.2)
       4.1            Form of Certificate representing Class A Common Units. (Partnership's Second Amendment to 2000 10-K on Form
                      10-K/A, dated October 9, 2001 -- Exhibit 4.1)
       4.2            Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 1997. (Registrant's
                      Form 8-A/A, dated May 2, 1997)
       4.3            Amendment to Amended and Restated Agreement of Limited Partnership of the Partnership, dated August 28, 2001.
                      (Partnership's Second Amendment to 2000 10-K on Form 10-K/A, dated October 9, 2001 -- Exhibit 4.3)
      10.1            Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K -- Exhibit 10.1)
      10.2            [Intentionally Omitted]
      10.3            Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead Pipe Line Company,
                      Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K -- Exhibit 10.3)
      10.4            Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe Line Inc. and
                      Interprovincial Pipe Line System Inc. (1992 Form 10-K -- Exhibit 10.4)
      10.5            Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc. and Lakehead Pipe
                      Line Company, Inc. (1991 Form 10-K -- Exhibit 10.4)
      10.6            Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc. and Lakehead Pipe
                      Line Company, Inc. (1992 Form 10-K -- Exhibit 10.6)
      10.7            Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration Statement No.
                      33-43425 -- Exhibit 10.1)
      10.8            Certificate of Amendment to Certificate of Limited Partnership of the Operating Partnership
      10.9            Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 27, 1991.
                      (1991 Form 10-K -- Exhibit 10.6)
      10.10           Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August
                      28, 2001
      10.11           Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration
                      Statement No. 33-43425 -- Exhibit 10.4)
      10.12           Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited Partnership.
                      (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.16)
      10.13           Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited Partnership, dated
                      December 27, 1991. (1991 Form 10-K -- Exhibit 10.9)
      10.14           Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company,
                      Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership. (1991 Form 10-K
                      -- Exhibit 10.10)
      10.15           LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc.,
                      Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership and Lakehead Services,
                      Limited Partnership. (1991 Form 10-K -- Exhibit 10.11)
</TABLE>


                                       16
<PAGE>
<Table>
<Caption>
     EXHIBIT
     NUMBER                                                       DESCRIPTION
     -------                                                      -----------
<S>                   <C>
      10.16           Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead Pipe Line Company,
                      Inc. (1995 Form 10-K -- Exhibit 10.14)
      10.17           Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company,
                      Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company,
                      Limited Partnership and the Bank of Montreal and Harris Trust and Savings Bank. (1996 Form 10-K -- Exhibit
                      10.15)
      10.18           First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead
                      Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead
                      Pipe Line Company, Limited Partnership and the Bank of Montreal. (1996 Form 10-K -- Exhibit 10.16)
      10.19           Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998, among Lakehead Pipe
                      Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services Limited Partnership, Lakehead Pipe
                      Line Company, Limited Partnership and Bank of Montreal, The Toronto Dominion Bank, Canadian Imperial Bank of
                      Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of Montreal, as agent. (Form 10-Q/A, filed
                      September 14, 1998 -- Exhibit 10.1)
      10.20           Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited Partnership and the
                      Canadian Association of Petroleum Producers and the Alberta Department of Energy. (1996 Form 10-K -- Exhibit
                      10.17)
      10.21           Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company, Limited Partnership, as
                      borrower, to Lakehead Pipe Line Company, Inc., as lender. (1998 Form 10-K-- Exhibit 10.19)
      10.22           Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead Pipe Line Company,
                      Inc. (1996 Form 10-K -- Exhibit 10.18)
      10.23           Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System Expansion Program II
                      and Terrace Expansion Project. (1998 Form 10-K-- Exhibit 10.21)
      10.24           Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase
                      Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.1, dated
                      October 20, 1998)
      10.25           First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership
                      and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit
                      4.2, dated October 20, 1998)
      10.26           Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited
                      Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership --
                      Exhibit 4.3, dated October 20, 1998)
      10.27           Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase
                      Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.4, dated
                      October 20, 1998)
      10.28           Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited Partnership, as
                      borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K-- Exhibit 10.26)
      10.29           Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company, Limited
                      Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line Company, Limited
                      Partnership-Exhibit 4.2, dated November 16, 2000)
      21              Subsidiaries of the Registrant (2000 Form 10-K -- Exhibit 21)
      23.1            Consent of PricewaterhouseCoopers LLP (2000 Form 10-K -- Exhibit 23.1)
      27              Financial Data Schedule as of and for the year ended December 31, 2000 (2000 Form 10-K -- Exhibit 27)
</Table>

    All Exhibits listed above, with the exception of Exhibits 10.8 and 10.10 are
incorporated herein by reference to the documents identified in parentheses.


                                       17
<PAGE>
    Copies of Exhibits may be obtained upon written request of any Unitholder to
Investor Relations, Lakehead Pipe Line Company, Inc., Lake Superior Place, 21
West Superior Street, Duluth, Minnesota 55802-2067.


                                       18
<PAGE>
                                   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, Limited Partnership
                                            (Registrant)

                                            By: Enbridge Energy Company, Inc.,
                                            as General Partner

Date: October 9, 2001                    By:           /s/ J.L. BALKO
                                            ------------------------------------
                                                         J.L. Balko
                                                      Chief Accountant
                                            (Principal Financial and
                                            Accounting Officer)


                                       19

<PAGE>
                                 EXHIBIT INDEX
<Table>
<Caption>
     EXHIBIT
     NUMBER                                                       DESCRIPTION
     -------                                                      -----------
<S>                   <C>
       3.1            Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement No. 33-43425 --
                      Exhibit 3.1)
       3.2            Certificate of Amendment to Certificate of Limited Partnership of the Partnership. (Partnership's Second
                      Amendment to 2000 10-K on Form 10-K/A dated October 9, 2001 -- Exhibit 3.2)
       4.1            Form of Certificate representing Class A Common Units. (Partnership's Second Amendment to 2000 10-K on Form
                      10-K/A, dated October 9, 2001 -- Exhibit 41.)
       4.2            Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 1997. (Registrant's
                      Form 8-A/A, dated May 2, 1997)
       4.3            Amendment to Amended and Restated Agreement of Limited Partnership of the Partnership, dated August 28, 2001.
                      (Partnership's Second Amendment to 2000 10-K on Form 10-K/A, dated October 9, 2001 -- Exhibit 4.3)
      10.1            Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K -- Exhibit 10.1)
      10.2            [Intentionally Omitted]
      10.3            Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead Pipe Line Company,
                      Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K -- Exhibit 10.3)
      10.4            Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe Line Inc. and
                      Interprovincial Pipe Line System Inc. (1992 Form 10-K -- Exhibit 10.4)
      10.5            Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc. and Lakehead Pipe
                      Line Company, Inc. (1991 Form 10-K -- Exhibit 10.4)
      10.6            Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc. and Lakehead Pipe
                      Line Company, Inc. (1992 Form 10-K -- Exhibit 10.6)
      10.7            Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration Statement No.
                      33-43425 -- Exhibit 10.1)
      10.8            Certificate of Amendment to Certificate of Limited Partnership of the Operating Partnership
      10.9            Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 27, 1991.
                      (1991 Form 10-K -- Exhibit 10.6)
      10.10           Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August
                      28, 2001
      10.11           Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration
                      Statement No. 33-43425 -- Exhibit 10.4)
      10.12           Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited Partnership.
                      (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.16)
      10.13           Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited Partnership, dated
                      December 27, 1991. (1991 Form 10-K -- Exhibit 10.9)
      10.14           Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company,
                      Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership. (1991 Form 10-K
                      -- Exhibit 10.10)
      10.15           LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc.,
                      Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership and Lakehead Services,
                      Limited Partnership. (1991 Form 10-K -- Exhibit 10.11)
</TABLE>

<PAGE>
<Table>
<Caption>
     EXHIBIT
     NUMBER                                                       DESCRIPTION
     -------                                                      -----------
<S>                   <C>
      10.16           Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead Pipe Line Company,
                      Inc. (1995 Form 10-K -- Exhibit 10.14)
      10.17           Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company,
                      Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company,
                      Limited Partnership and the Bank of Montreal and Harris Trust and Savings Bank. (1996 Form 10-K -- Exhibit
                      10.15)
      10.18           First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead
                      Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead
                      Pipe Line Company, Limited Partnership and the Bank of Montreal. (1996 Form 10-K -- Exhibit 10.16)
      10.19           Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998, among Lakehead Pipe
                      Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services Limited Partnership, Lakehead Pipe
                      Line Company, Limited Partnership and Bank of Montreal, The Toronto Dominion Bank, Canadian Imperial Bank of
                      Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of Montreal, as agent. (Form 10-Q/A, filed
                      September 14, 1998 -- Exhibit 10.1)
      10.20           Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited Partnership and the
                      Canadian Association of Petroleum Producers and the Alberta Department of Energy. (1996 Form 10-K -- Exhibit
                      10.17)
      10.21           Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company, Limited Partnership, as
                      borrower, to Lakehead Pipe Line Company, Inc., as lender. (1998 Form 10-K-- Exhibit 10.19)
      10.22           Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead Pipe Line Company,
                      Inc. (1996 Form 10-K -- Exhibit 10.18)
      10.23           Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System Expansion Program II
                      and Terrace Expansion Project. (1998 Form 10-K-- Exhibit 10.21)
      10.24           Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase
                      Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.1, dated
                      October 20, 1998)
      10.25           First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership
                      and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit
                      4.2, dated October 20, 1998)
      10.26           Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited
                      Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership --
                      Exhibit 4.3, dated October 20, 1998)
      10.27           Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase
                      Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.4, dated
                      October 20, 1998)
      10.28           Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited Partnership, as
                      borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K-- Exhibit 10.26)
      10.29           Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company, Limited
                      Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line Company, Limited
                      Partnership-Exhibit 4.2, dated November 16, 2000)
      21              Subsidiaries of the Registrant (2000 Form 10-K -- Exhibit 21)
      23.1            Consent of PricewaterhouseCoopers LLP (2000 Form 10-K -- Exhibit 23.1)
      27              Financial Data Schedule as of and for the year ended December 31, 2000 (2000 Form 10-K -- Exhibit 27)
</Table>