##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 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: 1-32610
 ENTERPRISE GP HOLDINGS L.P.
  Delaware
    
    13-4297064(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)1100 Louisiana, 10thFloor, Houston, Texas
    
    77002(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 381-6500
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange On Which RegisteredUnits
    
    New York Stock Exchange
 Securities to be registered pursuant to Section 12(g) of the Act
  o þ
  o þ
  þ o
 o
  o þ o
  o þ
 Enterprise GP Holdings L.P.




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##### 



ENTERPRISE GP HOLDINGS L.P.
TABLE OF CONTENTS
  
 PageNumberPART IItems 1 and 2.
    
    Business and Properties
    
    
    2Item 1A.
    
    Risk Factors
    
    
    31Item 1B.
    
    Unresolved Staff Comments
    
    
    52Item 3.
    
    Legal Proceedings
    
    
    52Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    53PART IIItem 5.
    
    Market for Registrants Common Equity, Related Unitholder
Matters and Issuer Purchases of Equity Securities
    
    
    54Item 6.
    
    Selected Financial Data
    
    
    55Item 7.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    56Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    96Item 8.
    
    Financial Statements and Supplementary Data
    
    
    100Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    100Item 9A.
    
    Controls and Procedures
    
    
    100Item 9B.
    
    Other Information
    
    
    104PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    104Item 11.
    
    Executive Compensation
    
    
    110Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Unitholder Matters
    
    
    117Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    121Item 14.
    
    Principal Accountant Fees and Services
    
    
    133PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    134Signatures
    
    
    142Financial Statements
    
    
    F-1Computation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Deloitte & Touche LLPCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 1350Certification Pursuant to Section 1350




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SIGNIFICANT RELATIONSHIPS REFERENCED IN THIS
ANNUAL REPORT
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Operating Partnership
 Enterprise Products GP
 EPCO
 TEPPCO
 TEPPCO GP
 Employee Partnerships
 Duncan Energy Partners DEP
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 This annual report contains various forward-looking statements and information that are based
on our beliefs and those of EPE Holdings, as well as assumptions made by us and information
currently available to us. When used in this document, words such as anticipate, project,
expect, plan, goal, forecast, intend, could, believe, may and similar expressions
and statements regarding our plans and objectives for future operations, are intended to identify
forward-looking statements. Although we and EPE Holdings believe that such expectations reflected
in such forward-looking statements are reasonable, neither we nor EPE Holdings can give any
assurances that such expectations will prove to be correct. Such statements are subject to a
variety of risks, uncertainties and assumptions as described in more detail in Item 1A of this
annual report. If one or more of these risks or
 1




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uncertainties materialize, or if underlying assumptions prove incorrect, our actual results
may vary materially from those anticipated, estimated, projected or expected. You should not put
undue reliance on any forward-looking statements.
 
 PART I
 
 Items 1 and 2. Business and Properties .
 General
  th
   Recent Developments
 Business Strategy
  §
    
    managing Enterprise Products Partners for the successful execution of its business
strategy;
 2




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§
    
    pursuing acquisitions of assets and businesses that may or may not be related to
Enterprise Products Partners business in accordance with our business opportunity
agreements; and§
    
    acquiring general partner interests and associated incentive distribution rights and
limited partner interests in other publicly traded partnerships.
 Parent Company Assets
  §
    
    a 100% ownership interest in Enterprise Products GP, which owns a 2% general partner
interest in Enterprise Products Partners that entitles Enterprise Products GP to receive
2% of the cash distributed by Enterprise Products Partners;§
    
    the incentive distribution rights associated with Enterprise Products GPs general
partner interest in Enterprise Products Partners; and§
    
    13,454,498 common units of Enterprise Products Partners, representing an approximate
3.1% limited partner interest in Enterprise Products Partners.
  §
    
    2% of quarterly cash distributions up to $0.253 per unit paid by Enterprise
Products Partners;§
    
    15% of quarterly cash distributions from $0.253 per unit up to $0.3085 per unit
paid by Enterprise Products Partners; and§
    
    25% of quarterly cash distributions that exceed $0.3085 per unit paid by Enterprise
Products Partners.
   For the Year Ending December 31,2006
    
    2005(1)Equity in income of unconsolidated affiliates
    
    $
    111,093
    
    
    $
    24,507Interest expense
    
    
    9,547
    
    
    
    3,445Net income
    
    
    99,499
    
    
    
    20,631
 
 (1)
    
    Reflects the parents companys key components of the results of operations from its
initial public offering in August 2005 to December 31, 2005.  3




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Financial Information by Business Segment
  Recent Developments
   §
    
    Mont Belvieu Caverns, LLC(Mont Belvieu Caverns), a recently formed subsidiary, which
owns salt dome storage caverns located in Mont Belvieu, Texas that receive, store and
deliver NGLs and certain petrochemical products for industrial customers located along the
upper Texas Gulf Coast, which has the largest concentration of petrochemical plants and
refineries in the United States;§
    
    Acadian Gas, LLC(Acadian Gas), which owns an onshore natural gas pipeline system
that gathers, transports, stores and markets natural gas in Louisiana. The Acadian Gas
system links natural gas supplies from onshore and offshore Gulf of Mexico developments
(including offshore pipelines, continental shelf and deepwater production) with local gas
distribution companies, electric generation plants and industrial customers, including
those in the Baton Rouge-New Orleans-Mississippi River corridor. A subsidiary of Acadian
Gas owns a 49.5% equity interest in Evangeline Gas Pipeline, L.P. (Evangeline);§
    
    Sabine Propylene Pipeline L.P.(Sabine Propylene), which transports polymer-grade
propylene between Port Arthur, Texas and a pipeline interconnect located in Cameron
Parish, Louisiana;§
    
    Enterprise Lou-Tex Propylene Pipeline L.P.(Lou-Tex Propylene), which transports
chemical-grade propylene from Sorrento, Louisiana to Mont Belvieu, Texas; and§
    
    South Texas NGL Pipelines, LLC(South Texas NGL), a recently formed subsidiary, which
began transporting NGLs from Corpus Christi, Texas to Mont Belvieu, Texas in January 2007.
South Texas NGL owns the DEP South Texas NGL Pipeline System.
   4




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§
    
    It utilizes storage services provided by Mont Belvieu Caverns to support its Mont
Belvieu fractionation and other businesses;§
    
    It buys natural gas from and sells natural gas to Acadian Gas in connection with its
normal business activities; and§
    
    It is the sole shipper on the DEP South Texas NGL Pipeline System.
  Overview of Business  Recent
Developments
  Segment Discussion
  §
    
    NGL Pipelines & Services;§
    
    Onshore Natural Gas Pipelines & Services;§
    
    Offshore Pipelines & Services; and§
    
    Petrochemical Services.
   5




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Regulation Environmental and Safety Matters
   / d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMdth
    
    = thousand decathermsMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feetTBtu
    
    = trillion British thermal units
  NGL Pipelines & Services
   Natural gas processing and related NGL marketing activities.
 6




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NGL pipelines, storage facilities and import/export terminals.
  7




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NGL fractionation.
   Seasonality
 8




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Competition.
    9




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Properties.
 UseableOur
    
    
    
    
    
    
    StorageOwnership
    
    
    Length
    
    
    CapacityDescription of Asset
    
    Location(s)
    
    Interest
    
    
    (Miles)
    
    
    (MMBbls)NGL pipelines:Mid-America Pipeline System
    
    Midwest and Western U.S.
    
    
    100
    %
    
    
    7,378Dixie Pipeline
    
    South and Southeastern U.S.
    
    
    74.2
    %(1)
    
    
    1,370Seminole Pipeline
    
    Texas
    
    
    90
    %(2)
    
    
    1,326EPD South Texas NGL System
    
    Texas
    
    
    100
    %
    
    
    1,039Louisiana Pipeline System
    
    Louisiana
    
    Various
    (3)
    
    
    612Promix NGL Gathering System
    
    Louisiana
    
    
    50
    %
    
    
    362DEP South Texas NGL Pipeline System
    
    Texas
    
    
    100
    %(4)
    
    
    286Houston Ship Channel
    
    Texas
    
    
    100
    %
    
    
    266Lou-Tex NGL
    
    Texas, Louisiana
    
    
    100
    %
    
    
    204Others (5 systems)(5)
    
    Alabama, Louisiana, Mississippi
    
    Various
    
    
    452Total miles
    
    
    
    
    
    
    
    
    13,295NGL and related product storage facilities by state:Texas (6)
    
    
    
    
    
    
    
    
    
    
    
    
    125.0Louisiana
    
    
    
    
    
    
    
    
    
    
    
    
    16.6Mississippi
    
    
    
    
    
    
    
    
    
    
    
    
    10.9Others (Arizona, Georgia, Iowa, Kansas, Nebraska, Oklahoma, Utah)
    
    
    
    
    
    
    
    
    
    
    
    
    9.6Total capacity (7)
    
    
    
    
    
    
    
    
    
    
    
    
    162.1
 
 (1)
    
    We hold a 74.2% interest in this system through a majority owned subsidiary, Dixie Pipeline Company (Dixie). This reflects our acquisition of an additional 8.3% interest in Dixie in
December 2006.(2)
    
    We hold a 90% interest in this system through a majority owned subsidiary, Seminole Pipeline Company (Seminole).(3)
    
    Of the 612 total miles for this system, we own 100% of 559 miles and 43.5% of the remaining 53 miles.(4)
    
    Reflects consolidated ownership of this system by the Operating Partnership (34%) and Duncan Energy Partners (66%).(5)
    
    Includes our Tri-States, Belle Rose, Wilprise and Chunchula pipelines located in the coastal regions of Alabama, Louisiana and Mississippi and a pipeline held by Venice Energy Services
Company, L.L.C. (VESCO), an equity investment of ours.(6)
    
    The amount shown for Texas includes 33 underground caverns with an aggregate useable storage capacity of approximately 100 MMBbls that we own jointly with Duncan Energy Partners. These
caverns are located in Mont Belvieu, Texas.(7)
    
    The 162.1 MMBbls of total useable storage capacity includes 21.3 MMBbls held under operating leases. The leased facilities are located in Texas, Louisiana and Kansas.   §
    
    The Mid-America Pipeline Systemis a regulated NGL pipeline system consisting of three
primary segments: the 2,568-mile Rocky Mountain pipeline, the 2,771-mile Conway North
pipeline and the 2,039-mile Conway South pipeline. This system covers thirteen states:
Wyoming, Utah, Colorado, New Mexico, Texas, Oklahoma, Kansas, Missouri, Nebraska, Iowa,
Illinois, Minnesota and Wisconsin. The Rocky Mountain pipeline transports mixed NGLs from
the Rocky Mountain Overthrust and San Juan Basin areas to the Hobbs hub located on the
Texas-New Mexico border. The Conway North segment links the NGL hub at Conway, Kansas to
refineries, petrochemical plants and propane markets in the upper Midwest. In addition,
the Conway North segment has access to NGL supplies from Canadas Western Sedimentary
Basin through third-party connections. The Conway South pipeline connects the Conway hub
with Kansas refineries and
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transports NGLs from Conway, Kansas to the Hobbs hub. The Mid-America Pipeline System
interconnects with our Seminole Pipeline at the Hobbs hub. We also own fifteen unregulated
propane terminals that are an integral part of the Mid-America Pipeline System.During 2006, approximately 54% of the volumes transported on the Mid-America Pipeline
System were mixed NGLs originating from natural gas processing plants located in the
Permian Basin in west Texas, the Hugoton Basin of southwestern Kansas, the San Juan Basin
of northwest New Mexico, and the Greater Green River Basin of southwestern Wyoming. The remaining
volumes are generally purity NGL products originating from NGL fractionators in the
mid-continent areas of Kansas, Oklahoma, and Texas, as well as deliveries from Canada.§
    
    The Dixie Pipelineis a regulated propane pipeline extending from southeast Texas and
Louisiana to markets in the southeastern United States. Propane supplies transported on
this system primarily originate from southeast Texas, southern
Louisiana and Mississippi. This system operates in seven states:  Texas, Louisiana, Mississippi, Alabama, Georgia, South Carolina and North Carolina.§
    
    The Seminole Pipelineis a regulated pipeline that transports NGLs from the Hobbs hub
and the Permian Basin area of west Texas to markets in southeastern Texas. NGLs
originating on the Mid-America Pipeline System are the primary source of throughput for
the Seminole Pipeline.§
    
    The EPD South Texas NGL Systemis a network of NGL gathering and transportation
pipelines located in south Texas. The system includes 379 miles of pipeline used to
gather and transport mixed NGLs from our south Texas natural gas processing facilities to
our south Texas NGL fractionation facilities. The pipeline system also includes
approximately 660 miles of pipelines that deliver NGLs from our south Texas fractionation
facilities to refineries and petrochemical plants located between Corpus Christi and
Houston, Texas and within the Texas City-Houston area, as well as to common carrier NGL
pipelines.§
    
    The Louisiana Pipeline Systemis a network of NGL pipelines located in Louisiana. This
system transports NGLs originating in southern Louisiana and Texas to refineries and
petrochemical companies along the Mississippi River corridor in southern Louisiana. This
system also provides transportation services for our natural gas processing plants, NGL
fractionators and other facilities located in Louisiana.§
    
    The Promix NGL Gathering Systemis a NGL pipeline system that gathers mixed NGLs from
natural gas processing plants in Louisiana for delivery to an NGL fractionator owned by
K/D/S Promix, L.L.C. (Promix). This gathering system is an integral part of the Promix
NGL fractionation facility. Our ownership interest in this pipeline is held indirectly
through our equity method investment in Promix.§
    
    The DEP South Texas NGL Pipeline Systemtransports NGLs from our Shoup and Armstrong
fractionation facilities in south Texas to Mont Belvieu, Texas. This system became
operational in January 2007. We purchased 220 miles of this pipeline from ExxonMobil
Pipeline Company in August 2006. In addition, we lease an 11-mile segment of this
pipeline system from TEPPCO. The remaining 55 miles of this pipeline were either acquired
from TEPPCO (10 miles) or constructed by us (45 miles).Enterprise Products Partners contributed a direct 66% equity interest in South Texas NGL,
its subsidiary that owns the DEP South Texas NGL Pipeline System, to Duncan Energy Partners
on February 5, 2007. Enterprise Products Partners owns the remaining 34% direct interest in
South Texas NGL. For additional information regarding this subsequent event, see Recent
Developments within this Item 1.§
    
    The Houston Ship Channelpipeline system is a collection of pipelines extending from
our Houston Ship Channel import/export facility and Morgans Point facility to Mont
Belvieu, Texas. This system is used to deliver NGL products to third-party petrochemical
plants and refineries as well as to deliver feedstocks to our Mont Belvieu facilities.
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§
    
    The Lou-Tex NGLpipeline system is used to provide transportation services for NGLs and
refinery grade propylene between the Louisiana and Texas markets. We also use this
pipeline to transport mixed NGLs from certain of our Louisiana gas processing plants to
our Mont Belvieu NGL fractionation facility.
     12




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Net Gas
    
    Total Gas
    
    Net
    
    TotalOur
    
    Processing
    
    Processing
    
    Plant
    
    PlantOwnership
    
    Capacity
    
    Capacity
    
    Capacity
    
    CapacityDescription of Asset
    
    Location(s)
    
    Interest
    
    (Bcf/d)(1)
    
    (Bcf/d)
    
    (MBPD)(1)
    
    (MBPD)Natural gas processing facilities:Toca
    
    Louisiana
    
    
    61.4
    %
    
    
    0.66
    
    
    
    1.10Chaco
    
    New Mexico
    
    
    100
    %
    
    
    0.65
    
    
    
    0.65Pioneer (2)
    
    Wyoming
    
    
    100
    %
    
    
    0.60
    
    
    
    0.60Yscloskey
    
    Louisiana
    
    
    31.1
    %
    
    
    0.58
    
    
    
    1.85North Terrebonne
    
    Louisiana
    
    
    43.5
    %
    
    
    0.57
    
    
    
    1.30Calumet
    
    Louisiana
    
    
    31.2
    %
    
    
    0.50
    
    
    
    1.60Neptune
    
    Louisiana
    
    
    66
    %
    
    
    0.43
    
    
    
    0.65Pascagoula
    
    Mississippi
    
    
    40
    %
    
    
    0.40
    
    
    
    1.50Thompsonville
    
    Texas
    
    
    100
    %
    
    
    0.30
    
    
    
    0.30Shoup
    
    Texas
    
    
    100
    %
    
    
    0.29
    
    
    
    0.29Gilmore
    
    Texas
    
    
    100
    %
    
    
    0.26
    
    
    
    0.26Armstrong
    
    Texas
    
    
    100
    %
    
    
    0.25
    
    
    
    0.25Matagorda
    
    Texas
    
    
    100
    %
    
    
    0.25
    
    
    
    0.25Others (10 facilities)(3)
    
    Texas, New Mexico, Louisiana
    
    Various(4)
    
    
    1.16
    
    
    
    4.32Total processing capacities
    
    
    
    
    
    
    
    
    6.90
    
    
    
    14.92NGL fractionation facilities:Mont Belvieu
    
    Texas
    
    
    75
    %
    
    
    
    
    
    
    
    
    
    
    178
    
    
    
    230Shoup and Armstrong
    
    Texas
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    87
    
    
    
    87Norco
    
    Louisiana
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    75
    
    
    
    75Promix
    
    Louisiana
    
    
    50
    %
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    145BRF
    
    Louisiana
    
    
    32.2
    %
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    60Tebone
    
    Louisiana
    
    
    43.5
    %
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    30Total plant capacities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444
    
    
    
    627
 
 (1)
    
    The approximate net natural gas processing and NGL fractionation capacity does not necessarily correspond to our ownership interest in each facility. It is based on a variety of factors such as volumes processed at the facility and ownership
interest in the facility.(2)
    
    We acquired the Pioneer facility from TEPPCO in March 2006 and subsequently increased the processing capacity from 0.3 Bcf/d to 0.6 Bcf/d.(3)
    
    Includes our Venice, Blue Water, Sea Robin and Burns Point facilities located in Louisiana; Indian Basin and Carlsbad facilities located in New Mexico; and San Martin, Delmita, Sonora and Indian Springs facilities located in Texas. We acquired
the Indians Springs facility in January 2005. Our ownership in the Venice plant is through our 13.1% equity method investment in VESCO.(4)
    
    Our ownership in these facilities ranges from 7.4% to 100%.   13




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§
    
    Our Mont BelvieuNGL fractionation facility is located at Mont Belvieu, Texas, which is
a key hub of the domestic and international NGL industry. This facility fractionates
mixed NGLs from several major NGL supply basins in North America including the
Mid-Continent, Permian Basin, San Juan Basin, Rocky Mountain Overthrust, East Texas and
the Gulf Coast.§
    
    The NorcoNGL fractionation facility receives mixed NGLs via pipeline from refineries
and natural gas processing plants located in southern Louisiana and along the Mississippi
and Alabama Gulf Coast, including our Yscloskey, Pascagoula and Toca facilities.§
    
    The PromixNGL fractionation facility receives mixed NGLs via pipeline from natural gas
processing plants located in southern Louisiana and along on the Mississippi Gulf Coast,
including our Calumet, Neptune, Burns Point and Pascagoula facilities. In addition to the
362-mile Promix NGL Gathering System, Promix owns five NGL storage caverns and a barge
loading facility that is integral to its operations.§
    
    Our Shoupand ArmstrongNGL fractionation facilities fractionate mixed NGLs supplied by
our south Texas natural gas processing plants. The Shoup and Armstrong facilities supply
NGLs transported by the DEP South Texas NGL Pipeline System.§
    
    The BRFfacility processes mixed NGLs from natural gas processing plants located in
Alabama, Mississippi and southern Louisiana.
   Onshore Natural Gas Pipelines & Services
  Onshore natural gas pipelines.
 14




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Underground natural gas storage.
   Seasonality.
 Competition.
  15




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Properties.
 ApproximateOur
    
    
    
    
    
    Capacity,
    
    GrossOwnership
    
    Length
    
    Natural Gas
    
    CapacityDescription of Asset
    
    Location(s)
    
    Interest
    
    (Miles)
    
    (MMcf/d)
    
    (Bcf)Onshore natural gas pipelines:Texas Intrastate System
    
    Texas
    
    
    100
    %
    
    
    8,140
    
    
    
    5,155Jonah Gathering System
    
    Wyoming
    
    
    14.4
    %(1)
    
    
    643
    
    
    
    1,750Piceance Creek Gathering System
    
    Colorado
    
    
    100
    %
    
    
    48
    
    
    
    1,600San Juan Gathering System
    
    New Mexico, Colorado
    
    
    100
    %
    
    
    6,065
    
    
    
    1,200Acadian Gas System
    
    Louisiana
    
    Various(2)
    
    
    1,042
    
    
    
    954Permian Basin System
    
    Texas, New Mexico
    
    
    100
    %
    
    
    1,387
    
    
    
    490Alabama Intrastate System
    
    Alabama
    
    
    100
    %
    
    
    408
    
    
    
    200Encinal Gathering System
    
    Texas
    
    
    100
    %
    
    
    452
    
    
    
    143Other (5 systems) (3)
    
    Texas, Mississippi
    
    Various(4)
    
    
    704Total miles
    
    
    
    
    
    
    
    
    18,889Natural gas storage facilities:Petal
    
    Mississippi
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    11.9Hattiesburg
    
    Mississippi
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    4.0Wilson
    
    Texas
    
    Leased(5)
    
    
    
    
    
    
    
    
    
    
    6.4Acadian
    
    Louisiana
    
    Leased(6)
    
    
    
    
    
    
    
    
    
    
    3.0Total gross capacity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.3
 
 (1)
    
    Ownership interest as of December 31, 2006. This amount is expected to increase to approximately 20% upon completion of the Phase V expansion project.(2)
    
    Reflects consolidated ownership of Acadian Gas by the Operating Partnership (34%) and Duncan Energy Partners (66%). Also includes the 49.5% equity investment that Acadian Gas
has in the Evangeline pipeline.(3)
    
    Includes the Delmita, Big Thicket, Indian Springs and Canales gathering systems located in Texas and the Petal pipeline located in Mississippi. The Delmita and Big Thicket
gathering systems are integral parts of our natural gas processing operations, the results of operations and assets of which are accounted for under our NGL Pipelines & Services
business segment. We acquired the Indian Springs gathering system in January 2005. We acquired the Canales gathering system in connection with the Encinal acquisition in July
2006.(4)
    
    We own 100% of these assets with the exception of the Indian Springs system, in which we own an 80% equity interest through a consolidated subsidiary.(5)
    
    This facility is held under an operating lease that expires in January 2028.(6)
    
    We hold this facility under an operating lease that expires in December 2012.   §
    
    The Texas Intrastate Systemgathers and transports natural gas from supply basins in
Texas (from both onshore and offshore sources) to local gas distribution companies and
electric generation and industrial and municipal consumers. This system serves important
natural gas producing regions and commercial markets in Texas, including Corpus Christi,
the San Antonio/Austin area, the Beaumont/Orange area, the Houston area, and the Houston
Ship Channel industrial market. The Texas Intrastate System is comprised of the
7,292-mile Enterprise Texas Intrastate pipeline system, the 197-mile TPC Offshore
gathering system and the 651-mile Channel pipeline system. The leased Wilson natural gas
storage facility is an integral part of the Texas Intrastate System. We own 100% of the
Texas Intrastate System with the exception of the Channel pipeline system, in which we own
a 50% undivided interest.
 16




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##### Table of Contents



§
    
    The Jonah Gathering Systemis located in the Greater Green River Basin of southwestern
Wyoming. This system gathers natural gas from the Jonah and Pinedale fields for delivery
to regional natural gas processing plants, including our Pioneer facility, and major
interstate pipelines. In August 2006, we entered into a joint venture with TEPPCO and are
proceeding with an expansion of the Jonah Gathering System. For additional information
regarding this joint venture arrangement with TEPPCO and related
expansion project, see Item 13 of this annual report.§
    
    The Piceance Creek Gathering Systemconsists of a recently constructed natural gas
gathering pipeline located in the Piceance Basin of northwestern Colorado. This pipeline
is owned by Piceance Creek Pipeline, LLC, the ownership interests of which we acquired
from EnCana Oil & Gas (EnCana) in December 2006. The Piceance Creek Gathering System
extends from a connection with EnCanas Great Divide Gathering System located near
Parachute, Colorado, northward through the heart of the Piceance Basin to our 1.7 Bcf/d
Meeker natural gas treating and processing complex, which is currently under construction.
Connectivity to EnCanas Great Divide Gathering System will provide the Piceance Creek
Gathering System with access to natural gas production from the southern portion of the
Piceance basin, including production from EnCanas Mamm Creek field. The Piceance Creek
Gathering System was placed in service in January 2007 and began transporting initial
volumes of approximately 300 MMcf/d of natural gas.§
    
    The San Juan Gathering Systemserves natural gas producers in the San Juan Basin of New
Mexico and Colorado. This system gathers natural gas production from over 10,400 wells in
the San Juan Basin and delivers the natural gas to natural gas processing facilities,
including our Chaco facility.§
    
    The Acadian Gas Systempurchases, transports, stores and sells natural gas in
Louisiana. The Acadian Gas System is comprised of the 577-mile Cypress pipeline, 438-mile
Acadian pipeline and the 27-mile Evangeline pipeline. The leased Acadian natural gas
storage facility is an integral part of the Acadian Gas System.Enterprise Products Partners contributed a direct 66% equity interest in Acadian Gas,
which is a subsidiary that owns the Cypress and Acadian pipelines, to Duncan Energy
Partners on February 5, 2007. Enterprise Products Partners owns the remaining 34% direct
interest in Acadian Gas. For additional information regarding this subsequent event, see
Recent Developments within this Item 1. Acadian Gas owns a 49.5% indirect interest in
the Evangeline pipeline.§
    
    The Permian Basin Systemgathers natural gas from wells in the Permian Basin region of
Texas and New Mexico and delivers natural gas into the El Paso Natural Gas, Transwestern
and Oasis pipelines. The Permian Basin System is comprised of the 452-mile Waha system
and 935-mile Carlsbad system.§
    
    The Alabama Intrastate Systemmainly gathers coal bed methane from wells in the Black
Warrior Basin in Alabama. This system is also involved in the purchase, transportation
and sale of natural gas.§
    
    The Encinal Gathering Systemgathers natural gas from the Olmos and Wilcox formations
and delivers into our Texas Intrastate System, which delivers the natural gas into our
south Texas facilities for processing. We acquired this gathering system in connection
with the Encinal acquisition in July 2006.§
    
    Our Petaland Hattiesburgunderground storage facilities are strategically situated to
serve the domestic Northeast, Mid-Atlantic and Southeast natural gas markets and are
capable of delivering in excess of 1.4 Bcf/d of natural gas into five interstate pipeline
systems.
 17




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Offshore Pipelines & Services
  Offshore natural gas pipelines.
  Offshore oil pipelines.
  Offshore platforms.
  18




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##### Table of Contents



Seasonality.
 Competition.
 Properties.
 Our
    
    
    
    
    
    Water
    
    Approximate Net CapacityOwnership
    
    Length
    
    Depth
    
    Natural Gas
    
    Crude OilDescription of Asset
    
    Interest
    
    (Miles)
    
    (Feet)
    
    (MMcf/d)
    
    (MPBD)Offshore natural gas pipelines:VESCO Gathering System
    
    13.1%
    
    
    260
    
    
    
    
    
    
    
    800Manta Ray Offshore Gathering System
    
    25.7%
    
    
    250
    
    
    
    
    
    
    
    206High Island Offshore System
    
    100%
    
    
    204
    
    
    
    
    
    
    
    1,800Viosca Knoll Gathering System
    
    100%
    
    
    164
    
    
    
    
    
    
    
    1,000Green Canyon Laterals
    
    Various(1)
    
    
    136
    
    
    
    
    
    
    
    649Anaconda Gathering System (2)
    
    100%
    
    
    136
    
    
    
    
    
    
    
    550Independence Trail (3)
    
    100%
    
    
    134
    
    
    
    
    
    
    
    1,000Nautilus System
    
    25.7%
    
    
    101
    
    
    
    
    
    
    
    154East Breaks System
    
    100%
    
    
    85
    
    
    
    
    
    
    
    400Phoenix Gathering System
    
    100%
    
    
    78
    
    
    
    
    
    
    
    450Nemo Gathering System
    
    33.9%
    
    
    24
    
    
    
    
    
    
    
    102Falcon Natural Gas Pipeline
    
    100%
    
    
    14
    
    
    
    
    
    
    
    400Total miles
    
    
    
    
    1,586Offshore crude oil pipelines:Cameron Highway Oil Pipeline
    
    50%
    
    
    373
    
    
    
    
    
    
    
    
    
    
    
    250Poseidon Oil Pipeline System
    
    36%
    
    
    322
    
    
    
    
    
    
    
    
    
    
    
    144Constitution Oil Pipeline
    
    100%
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    80Allegheny Oil Pipeline
    
    100%
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    140Marco Polo Oil Pipeline
    
    100%
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    120Typhoon Oil Pipeline
    
    100%
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    80Tarantula Oil Pipeline
    
    100%
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    30Total miles
    
    
    
    
    863Offshore platforms:Independence Hub (3)
    
    80%
    
    
    
    
    
    
    8,000
    
    
    
    1,000
    
    
    NAMarco Polo
    
    50%
    
    
    
    
    
    
    4,300
    
    
    
    150
    
    
    
    60Viosca Knoll 817
    
    100%
    
    
    
    
    
    
    671
    
    
    
    140
    
    
    
    5Garden Banks 72
    
    50%
    
    
    
    
    
    
    518
    
    
    
    40
    
    
    
    18East Cameron 373
    
    100%
    
    
    
    
    
    
    441
    
    
    
    195
    
    
    
    3Falcon Nest
    
    100%
    
    
    
    
    
    
    389
    
    
    
    400
    
    
    
    3
 
 (1)
    
    Our ownership interests in the Green Canyon Laterals ranges from 2.7% to 100%.(2)
    
    Data shown for the Anaconda Gathering System includes the 30-mile Constitution natural gas pipeline, which we constructed and placed in-service in 2006. The Constitution
natural gas pipeline has a net capacity of approximately 200 MMcf/d.(3)
    
    Construction of the Independence Trail pipeline and
Independence Hub platform are substantially complete. The
Independence Hub platform and  Independence Trail pipeline are expected to begin operations during the second half of 2007.  19




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##### Table of Contents



§
    
    The VESCO Gathering Systemis a 260-mile regulated natural gas pipeline system
associated with the Venice natural gas processing plant in Louisiana. This pipeline is an
integral part of the natural gas processing operations of VESCO. Our 13.1% interest in
this system is held through our equity method investment in VESCO.§
    
    The Manta Ray Offshore Gathering Systemtransports natural gas from producing fields
located in the Green Canyon, Southern Green Canyon, Ship Shoal, South Timbalier and Ewing
Bank areas of the Gulf of Mexico to numerous downstream pipelines, including our Nautilus
System. Our ownership interest in this pipeline is held indirectly through our equity
method investment in Neptune Pipeline Company, L.L.C.§
    
    The High Island Offshore System(HIOS) transports natural gas from producing fields
located in the Galveston, Garden Banks, West Cameron, High Island and East Breaks areas of
the Gulf of Mexico to the ANR pipeline system, Tennessee Gas Pipeline and the U-T Offshore
System. The HIOS pipeline system includes 10 pipeline junction and service platforms.§
    
    The Viosca Knoll Gathering Systemtransports natural gas from producing fields located
in the Main Pass, Mississippi Canyon and Viosca Knoll areas to several major interstate
pipelines, including the Tennessee Gas, Columbia Gulf, Southern Natural, Transco, Dauphin
Island Gathering System and Destin Pipelines.§
    
    The Green Canyon Lateralsconsist of 28 pipeline laterals (which are extensions of
natural gas pipelines) that transport natural gas to downstream pipelines, including the
HIOS.§
    
    The Anaconda Gathering Systemconnects our Marco Polo platform and the third-party
owned Constitution platform to the ANR pipeline system. The Anaconda Gathering System
includes our wholly-owned Typhoon, Marco Polo and Constitution natural gas pipelines. The
Constitution natural gas pipeline was completed in late 2005 and serves the Constitution
and Ticonderoga fields located in the central Gulf of Mexico. We initiated flows into our
Constitution natural gas pipeline during the first quarter of 2006.§
    
    The Independence Trailnatural gas pipeline will transport natural gas from our
Independence Hub platform to the Tennessee Gas Pipeline. Natural gas transported on the
Independence Trail will come from production fields in the Atwater Valley, DeSoto Canyon,
Lloyd Ridge and Mississippi Canyon areas of the Gulf of Mexico. This pipeline includes
one pipeline junction platform at West Delta 68. We completed construction of the
Independence Trail natural gas pipeline during 2006, with an
expected in-service date during the second half of 2007.§
    
    The Nautilus Systemconnects our Manta Ray Offshore Gathering System to our Neptune
natural gas processing plant on the Louisiana gulf coast. Our ownership interest in this
pipeline is held indirectly through our equity method investment in Neptune Pipeline
Company, L.L.C.§
    
    The East Breaks Systemconnects the Hoover-Diana deepwater platform located in Alaminos
Canyon Block 25 to the HIOS pipeline system.§
    
    The Phoenix Gathering Systemconnects the Red Hawk platform located in the Garden Banks
area of the Gulf of Mexico to the ANR pipeline system.§
    
    The Nemo Gathering Systemtransports natural gas from Green Canyon developments to an
interconnect with our Manta Ray Offshore Gathering System. Our ownership interest in this
 20




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##### Table of Contents



pipeline is held indirectly through our equity method investment in Nemo Gathering Company,
LLC.§
    
    The Falcon Natural Gas Pipelinedelivers natural gas processed at our Falcon Nest
platform to a connection with the Central Texas Gathering System located on the Brazos
Addition Block 133 platform.
  §
    
    The Cameron Highway Oil Pipeline, which commenced operations during the first quarter
of 2005, gathers crude oil production from deepwater areas of the Gulf of Mexico,
primarily the South Green Canyon area, for delivery to refineries and terminals in
southeast Texas. This pipeline includes one pipeline junction platform. Our 50% joint
control ownership interest in this pipeline is held indirectly through our equity method
investment in Cameron Highway Oil Pipeline Company (Cameron Highway).§
    
    The Poseidon Oil Pipeline Systemgathers production from the outer continental shelf
and deepwater areas of the Gulf of Mexico for delivery to onshore locations in south
Louisiana. This system includes one pipeline junction platform. Our ownership interest
in this pipeline is held indirectly through our equity method investment in Poseidon Oil
Pipeline Company, LLC.§
    
    The Constitution Oil Pipelinewas completed in late 2005 and serves the Constitution
and Ticonderoga fields located in the central Gulf of Mexico. Initial throughput volumes
were received during the first quarter of 2006. The Constitution Oil Pipeline connects
with our Cameron Highway Oil Pipeline and Poseidon Oil Pipeline System at a pipeline
junction platform.§
    
    The Allegheny Oil Pipelineconnects the Allegheny and South Timbalier 316 platforms in
the Green Canyon area of the Gulf of Mexico with our Cameron Highway Oil Pipeline and
Poseidon Oil Pipeline System.§
    
    The Marco Polo Oil Pipelinetransports crude oil from our Marco Polo platform to an
interconnect with our Allegheny Oil Pipeline in Green Canyon Block 164.
   §
    
    The Independence Hubplatform is located in Mississippi Canyon Block 920. This
platform will process crude oil and natural gas gathered from production fields in the
Atwater Valley, DeSoto Canyon, Lloyd Ridge and Mississippi Canyon areas of the Gulf of
Mexico. We expect to complete construction of the Independence Hub platform in March
2007, with an expected in-service date during the second half of 2007.
 21




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##### Table of Contents



§
    
    The Marco Poloplatform, which is located in Green Canyon Block 608, processes crude
oil and natural gas from the Marco Polo, K2, and K2 North fields and should begin
processing production from the Genghis Khan field in the second quarter of 2007. These
fields are located in the South Green Canyon area of the Gulf of Mexico. Our 50% joint
control ownership interest in this platform is held indirectly through our equity method
investment in Deepwater Gateway LLC.§
    
    The Viosca Knoll 817platform is centrally located on our Viosca Knoll Gathering
System. This platform primarily serves as a base for gathering deepwater production in
the area, including the Ram Powell development.§
    
    The Garden Banks 72platform serves as a base for gathering deepwater production from
the Garden Banks Block 161 development and the Garden Banks Block 378 and 158 leases.
This platform also serves as a junction platform for our Cameron Highway Oil Pipeline and
Poseidon Oil Pipeline System.§
    
    The East Cameron 373platform serves as the host for East Cameron Block 373 production
and also processes production from Garden Banks Blocks 108, 152, 197, 200 and 201.§
    
    The Falcon Nestplatform currently processes natural gas from the Falcon field.
 Petrochemical Services
  Propylene fractionation.
    22




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Isomerization.
   Octane enhancement.
  Seasonality.
 Competition.
  23




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##### Table of Contents



Properties.
 Net
    
    TotalOur
    
    Plant
    
    PlantOwnership
    
    Capacity
    
    Capacity
    
    LengthDescription of Asset
    
    Location(s)
    
    Interest
    
    (MBPD)
    
    (MBPD)
    
    (Miles)Propylene fractionation facilities:Mont Belvieu (3 plants)
    
    Texas
    
    Various(1)
    
    
    58
    
    
    
    72BRPC
    
    Louisiana
    
    
    30
    %(2)
    
    
    7
    
    
    
    23Total capacity
    
    
    
    
    
    
    
    
    65
    
    
    
    95Isomerization facility:Mont Belvieu (3)
    
    Texas
    
    
    100
    %
    
    
    116
    
    
    
    116Petrochemical pipelines:Lou-Tex and Sabine Propylene
    
    Texas, Louisiana
    
    
    100
    %(4)
    
    
    
    
    
    
    
    
    
    
    284Texas City RGP Gathering System
    
    Texas
    
    
    100
    %
    
    
    
    
    
    
    
    
    
    
    108Lake Charles
    
    Texas, Louisiana
    
    
    50
    %
    
    
    
    
    
    
    
    
    
    
    83Others (6 systems) (5)
    
    Texas, Louisiana
    
    Various(6)
    
    
    
    
    
    
    
    
    
    
    204Total miles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    679Octane additive production facilities:Mont Belvieu
    
    Texas
    
    
    100
    %
    
    
    12
    
    
    
    12
 
 (1)
    
    We own a 54.6% interest and lease the remaining 45.4% of a facility having 17 MBPD of plant capacity. We own a 66.7% interest in a second facility having 41 MBPD of total plant capacity.
We own 100% of the remaining facility, which has 14 MBPD of plant capacity.(2)
    
    Our ownership interest in this facility is held indirectly through our equity method investment in Baton Rouge Propylene Concentrator LLC (BRPC).(3)
    
    On a weighted-average basis, utilization rates for this facility were approximately 70% during each of 2006 and 2005 and 66% during 2004.(4)
    
    Reflects consolidated ownership of these pipelines by the Operating Partnership (34%) and Duncan Energy Partners (66%).(5)
    
    Includes our Texas City PGP Gathering System and Port Neches, Bay Area, La Porte, Port Arthur and Bayport petrochemical pipelines.(6)
    
    We own 100% of these pipelines with the exception of the 17-mile La Porte pipeline, in which we hold an aggregate 50% indirect interest through our equity method investments in La Porte
Pipeline Company L.P. and La Porte Pipeline GP, L.L.C.   Recent Developments
 24




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Title to Properties
  Capital Spending
 Capital Spending
 Regulation
 Interstate Regulation
 Liquids Pipelines
  25




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##### Table of Contents



Natural Gas Pipelines
 BP West Coast, LLC v. FERC
 26




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##### Table of Contents



Offshore Pipelines
 Intrastate Regulation
   Environmental and Safety Matters
 General
   27




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Water
    Air Emissions
   28




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Solid Waste
  Environmental Remediation
  Pipeline Safety Matters
    29




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##### Table of Contents



Risk Management Plans
  Safety Matters
    Employees
  Available Information
  30




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##### Table of Contents



www.sec.gov
 www.enterprisegp.com
 
 Item 1A. Risk Factors .
   Risks Inherent in an Investment in Us
 The parent companys operating cash flow is derived primarily from cash distributions it
receives from Enterprise Products Partners.
  §
    
    amount of hydrocarbons transported in its gathering and transmission pipelines;§
    
    throughput volumes in its processing and treating operations;§
    
    fees it charges and the margins it realizes for its services;§
    
    price of natural gas;§
    
    relationships among crude oil, natural gas and NGL prices;§
    
    fluctuations in its working capital needs;§
    
    level of its operating costs, including reimbursements to its general partner; and§
    
    prevailing economic conditions.
  §
    
    the level of sustaining capital expenditures it makes;§
    
    the cost of any capital projects and acquisitions;
 31




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##### Table of Contents



§
    
    its debt service requirements and restrictions contained in its obligations for
borrowed money; and§
    
    the amount of cash reserves established by Enterprise Products GP for the proper
conduct of Enterprise Products Partners business.
 Risks
Related to Enterprise Products Partners Business
 In the future, we may not have sufficient cash to pay distributions at our current distribution
level or to increase distributions.
  Restrictions in our credit facility could limit our ability to make distributions to our
unitholders.
  Our unitholders do not elect our general partner or vote on our general partners officers or
directors. Affiliates of our general partner currently own a sufficient number of units to
block any attempt to remove EPE Holdings as our general partner.
  32




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##### Table of Contents



We may issue an unlimited number of limited partner interests without the consent of our
unitholders, which will dilute your ownership interest in us and may increase the risk that we
will not have sufficient available cash to maintain or increase our per unit distribution
level.
  The market price of our units could be adversely affected by sales of substantial amounts of
our units in the public markets, including sales by our existing unitholders.
  Risks arising in connection with the execution of our business strategy may adversely affect
our ability to make or increase distributions and/or the market price of our units.
   §
    
    the creation of conflicts of interests and competing fiduciary obligations that may
inhibit our ability to grow or make additional acquisitions;§
    
    additional or increased regulatory or compliance obligations, including financial
reporting obligations;
 33




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##### Table of Contents



§
    
    delays or unforeseen operational difficulties or diminished financial performance
associated with the integration of new acquisitions, and the resulting delayed or
diminished cash flows from such acquisitions;§
    
    inefficiencies and complexities that may arise due to unfamiliarity with new assets,
businesses or markets;§
    
    conflicts with regard to the sharing of management responsibilities and allocation of
time among overlapping officers, directors and other personnel;§
    
    the inability to hire, train and retain qualified personnel to manage and operate our
growing business; and§
    
    the inability to obtain required financing for our existing business and new investment
opportunities.
  The control of our general partner may be transferred to a third party without unitholder
consent.
  All of our units and substantially all of the common units of Enterprise Products Partners that
are owned by EPCO and its affiliates, other than Dan Duncan LLC and certain trusts affiliated
with Dan L. Duncan, are pledged as security under the credit facility of an affiliate of EPCO.
Upon an event of default under this credit facility, a change in ownership or control of us or
Enterprise Products Partners could result.
  All of our assets are pledged under our credit facility.
  34




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##### Table of Contents



Our general partner has a limited call right that may require you to sell your units at an
undesirable time or price.
  We depend on the leadership and involvement of Dan L. Duncan and other key personnel for the
success of our businesses.
  An increase in interest rates may cause the market price of our units to decline.
  Enterprise Products Partners may issue additional common units, which may increase the risk
that Enterprise Products Partners will not have sufficient available cash to maintain or
increase its per unit distribution level.
  Unitholders liability as a limited partner may not be limited, and our unitholders may have to
repay distributions or make additional contributions to us under certain circumstances.
   35




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##### Table of Contents



If in the future we cease to manage and control Enterprise Products Partners through our direct
or indirect ownership of Enterprise Products GP, we may be deemed to be an investment company
under the Investment Company Act of 1940.
  Our partnership agreement restricts the rights of unitholders owning 20% or more of our units.
  Risks Relating to Conflicts of Interest
  Conflicts of interest exist and may arise among us, Enterprise Products Partners, TEPPCO and
our respective general partners and affiliates and entities affiliated with any general partner
interests that we may acquire in the future.
   36




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##### Table of Contents



If we are presented with certain business opportunities, Enterprise Products Partners (for
itself or Duncan Energy Partners) will have the first right to pursue such opportunities.
  Our general partners affiliates may compete with us.
  Potential conflicts of interest may arise among our general partner, its affiliates and us. Our
general partner and its affiliates have limited fiduciary duties to us and our unitholders,
which may permit them to favor their own interests to the detriment of us and our unitholders.
  §
    
    EPE Holdings is allowed to take into account the interests of parties other than us,
including EPCO, Enterprise Products GP, Enterprise Products Partners and their respective
affiliates and any future general partners and limited partnerships acquired in the future
in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to
our unitholders;§
    
    our general partner has limited its liability and reduced its fiduciary duties under
our partnership agreement, while also restricting the remedies available to our
unitholders for actions that, without these limitations, might constitute breaches of
fiduciary duty. As a result of purchasing our units, unitholders consent to various
actions and conflicts of interest that might otherwise constitute a breach of fiduciary or
other duties under applicable state law;
 37




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##### Table of Contents



§
    
    our general partner determines the amount and timing of our investment transactions,
borrowings, issuances of additional partnership securities and reserves, each of which can
affect the amount of cash that is available for distribution to our unitholders;§
    
    our general partner determines which costs incurred by it and its affiliates are
reimbursable by us;§
    
    our partnership agreement does not restrict our general partner from causing us to pay
it or its affiliates for any services rendered, or from entering into additional
contractual arrangements with any of these entities on our behalf, so long as the terms of
any such payments or additional contractual arrangements are fair and reasonable to us;§
    
    our general partner controls the enforcement of obligations owed to us by it and its
affiliates; and§
    
    our general partner decides whether to retain separate counsel, accountants or others
to perform services for us.
 Our partnership agreement limits our general partners fiduciary duties to us and our
unitholders and restricts the remedies available to our unitholders for actions taken by our
general partner that might otherwise constitute breaches of fiduciary duty.
  §
    
    permits EPE Holdings to make a number of decisions in its individual capacity, as
opposed to in its capacity as our general partner. This entitles EPE Holdings to consider
only the interests and factors that it desires, and it has no duty or obligation to give
any consideration to any interest of, or factors affecting, us, our affiliates or any
limited partner;§
    
    provides that our general partner is entitled to make other decisions in good faith
if it reasonably believes that the decision is in our best interests;§
    
    generally provides that affiliated transactions and resolutions of conflicts of
interest not approved by the Audit, Conflicts and Governance Committee of the board of
directors of our general partner and not involving a vote of unitholders must be on terms
no less favorable to us than those generally being provided to or available from unrelated
third parties or be fair and reasonable to us and that, in determining whether a
transaction or resolution is fair and reasonable, our general partner may consider the
totality of the relationships among the parties involved, including other transactions
that may be particularly advantageous or beneficial to us; and§
    
    provides that our general partner and its officers and directors will not be liable for
monetary damages to us, our limited partners or assignees for any acts or omissions unless
there has been a final and non-appealable judgment entered by a court of competent
jurisdiction determining that the general partner or those other persons acted in bad
faith or engaged in fraud, willful misconduct or gross negligence.
  Enterprise Products GP controls Enterprise Products Partners and may influence cash distributed
to us.
  38




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##### Table of Contents



EPCOs employees may be subjected to conflicts in managing our business and the allocation of
time and compensation costs between our business and the business of EPCO and its other
affiliates.
    Risks Relating to Enterprise Products Partners Business
  Changes in demand for and production of hydrocarbon products may materially adversely affect
Enterprise Products Partners results of operations, cash flows and financial condition.
    39




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##### Table of Contents




    
    the level of domestic production;
    
    the availability of imported oil and natural gas;
    
    actions taken by foreign oil and natural gas producing nations;
    
    the availability of transportation systems with adequate capacity;
    
    the availability of competitive fuels;
    
    fluctuating and seasonal demand for oil, natural gas and NGLs;
    
    the impact of conservation efforts;
    
    the extent of governmental regulation and taxation of production; and
    
    the overall economic environment.
  A decline in the volume of natural gas, NGLs and crude oil delivered to Enterprise Products
Partners facilities could adversely affect its results of operations, cash flows and financial
condition.
    40




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##### Table of Contents



A decrease in demand for NGL products by the petrochemical, refining or heating industries
could materially adversely affect Enterprise Products Partners results of operations, cash
flows and financial position.
  Ethane .
 Propane .
 Isobutane .
 Propylene .
 Enterprise Products Partners faces competition from third parties in its midstream businesses.
  §
    
    geographic proximity to the production;§
    
    costs of connection;§
    
    available capacity;§
    
    rates; and§
    
    access to markets.
 41




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##### Table of Contents



Enterprise Products Partners future debt level may limit its flexibility to obtain additional
financing and pursue other business opportunities.
  §
    
    a substantial portion of Enterprise Products Partners cash flow, including that of
Duncan Energy Partners, could be dedicated to the payment of principal and interest on its
future debt and may not be available for other purposes, including the payment of
distributions on its common units and capital expenditures;§
    
    credit rating agencies may view its debt level negatively;§
    
    covenants contained in its existing and future credit and debt arrangements will
require it to continue to meet financial tests that may adversely affect its flexibility
in planning for and reacting to changes in its business, including possible acquisition
opportunities;§
    
    its ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes may be impaired or such financing may not be
available on favorable terms;§
    
    it may be at a competitive disadvantage relative to similar companies that have less
debt; and§
    
    it may be more vulnerable to adverse economic and industry conditions as a result of
its significant debt level.
    42




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Enterprise Products Partners may not be able to fully execute its growth strategy if it
encounters illiquid capital markets or increased competition for investment opportunities.
    Enterprise Products Partners growth strategy may adversely affect its results of operations if
it does not successfully integrate the businesses that it acquires or if it substantially
increases its indebtedness and contingent liabilities to make acquisitions.
  §
    
    difficulties in the assimilation of the operations, technologies, services and products
of the acquired companies or business segments;§
    
    establishing the internal controls and procedures that Enterprise Products Partners is
required to maintain under the Sarbanes-Oxley Act of 2002;§
    
    managing relationships with new joint venture partners with whom Enterprise Products
Partners has not previously partnered;
 43




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##### Table of Contents



§
    
    inefficiencies and complexities that can arise because of unfamiliarity with new assets
and the businesses associated with them, including with their markets; and§
    
    diversion of the attention of management and other personnel from day-to-day business
to the development or acquisition of new businesses and other business opportunities.
  Acquisitions that appear to be accretive may nevertheless reduce Enterprise Products Partners
cash from operations on a per unit basis.
  §
    
    mistaken assumptions about volumes, revenues and costs, including synergies;§
    
    an inability to integrate successfully the businesses it acquires;§
    
    decrease in its liquidity as a result of it using a significant portion of its
available cash or borrowing capacity to finance the acquisition;§
    
    a significant increase in its interest expense or financial leverage if it incurs
additional debt to finance the acquisition;§
    
    the assumption of unknown liabilities for which it is not indemnified or for which its
indemnity is inadequate;§
    
    an inability to hire, train or retain qualified personnel to manage and operate its
growing business and assets;§
    
    limitations on rights to indemnity from the seller;§
    
    mistaken assumptions about the overall costs of equity or debt;§
    
    the diversion of managements and employees attention from other business concerns;§
    
    unforeseen difficulties operating in new product areas or new geographic areas; and§
    
    customer or key employee losses at the acquired businesses.
  Enterprise Products Partners operating cash flows from its capital projects may not be
immediate.
  44




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##### Table of Contents



Enterprise Products Partners actual construction, development and acquisition costs could
exceed forecasted amounts.
  Enterprise Products Partners construction of new assets is subject to regulatory,
environmental, political, legal and economic risks, which may result in delays, increased costs
or decreased cash flows.
  §
    
    Enterprise Products Partners may be unable to complete construction projects on
schedule or at the budgeted cost due to the unavailability of required construction
personnel or materials, accidents, weather conditions or an inability to obtain necessary
permits;§
    
    Enterprise Products Partners will not receive any material increases in revenues until
the project is completed, even though it may have expended considerable funds during the
construction phase, which may be prolonged;§
    
    Enterprise Products Partners may construct facilities to capture anticipated future
growth in production in a region in which such growth does not materialize;§
    
    since Enterprise Products Partners is not engaged in the exploration for and
development of natural gas reserves, it may not have access to third-party estimates of
reserves in an area prior to its constructing facilities in the area. As a result,
Enterprise Products Partners may construct facilities in an area where the reserves
are materially lower than it anticipate;§
    
    where Enterprise Products Partners does rely on third-party estimates of reserves in
making a decision to construct facilities, these estimates may prove to be inaccurate
because there are numerous uncertainties inherent in estimating reserves; and§
    
    Enterprise Products Partners may be unable to obtain rights-of-way to construct
additional pipelines or the cost to do so may be uneconomical.
  45




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Enterprise Products Partners may not be able to consummate future public offerings of Duncan
Energy Partners on terms that it expects or at all, which would result in less cash available
for Enterprise Products Partners to fund its capital spending program.
  The interruption of distributions to Enterprise Products Partners from its subsidiaries and
joint ventures may affect its ability to satisfy its obligations and to make distributions to
its partners.
   Enterprise Products Partners may be unable to cause its joint ventures to take or not to take
certain actions unless some or all of its joint venture participants agree.
  46




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A natural disaster, catastrophe or other event could result in severe personal injury, property
damage and environmental damage, which could curtail Enterprise Products Partners operations
and otherwise materially adversely affect its cash flow and, accordingly, affect the market
price of its common units.
    An impairment of goodwill and intangible assets could reduce Enterprise Products Partners
earnings.
  47




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Increases in interest rates could materially adversely affect Enterprise Products Partners
business, results of operations, cash flows and financial condition.
   The use of derivative financial instruments could result in material financial losses by
Enterprise Products Partners.
  Enterprise Products Partners pipeline integrity program may impose significant costs and
liabilities on it.
  Environmental costs and liabilities and changing environmental regulation could materially
affect Enterprise Products Partners results of operations, cash flows and financial condition.
  48




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Federal, state or local regulatory measures could materially adversely affect Enterprise
Products Partners business, results of operations, cash flows and financial condition.
      Enterprise Products Partners is subject to strict regulations at many of its facilities
regarding employee safety, and failure to comply with these regulations could adversely affect
its ability to make distributions to us.
  49




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Terrorist attacks aimed at Enterprise Products Partners facilities could adversely affect its
business, results of operations, cash flows and financial condition.
  Tax Risks to Our Unitholders
 Our tax treatment depends on our status as a partnership for federal income tax purposes, as
well as our not being subject to a material amount of entity-level taxation by individual
states. If the IRS were to treat us as a corporation or if we were to become subject to a
material amount of entity-level taxation for state tax purposes, then our cash available for
distribution to our unitholders would be substantially reduced.
     50




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If the IRS contests the federal income tax positions we take, the market for our units may be
adversely impacted, and the costs of any contest will be borne by our unitholders and EPE
Holdings.
  A successful IRS contest of the federal income tax positions taken by Enterprise Products
Partners may adversely impact the market for its common units, and the costs of any contest
will be borne by Enterprise Products Partners, and therefore indirectly by us and the other
unitholders of Enterprise Products Partners.
  Even if our unitholders do not receive any cash distributions from us, they will be required to
pay taxes on their share of our taxable income.
  Tax gain or loss on the disposition of our units could be different than expected.
  Tax-exempt entities and foreign persons face unique tax issues from owning units that may
result in adverse tax consequences to them.
  51




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##### Table of Contents



We will treat each purchaser of our units as having the same tax benefits without regard to the
units purchased. The IRS may challenge this treatment, which could adversely affect the value
of our units.
  Our unitholders will likely be subject to state and local taxes and return filing requirements
as a result of investing in our units.
  
 Item 1B. Unresolved Staff Comments .
  
 Item 3. Legal Proceedings .
     52




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Item 4. Submission of Matters to a Vote of Security Holders
  53




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Unitholder Matters
and Issuer Purchases of Equity Securities.
 Market Information and Cash Distributions
  Cash Distribution HistoryPrice Ranges
    
    Per
    
    Record
    
    PaymentHigh
    
    Low
    
    Unit
    
    Date
    
    Date20053rd Quarter
    
    $
    35.310
    
    
    $
    31.650
    
    
    $
    0.0920
    
    
    Oct. 31, 2005
    
    Nov. 10, 20054th Quarter
    
    $
    38.790
    
    
    $
    33.160
    
    
    $
    0.2800
    
    
    Jan. 31, 2006
    
    Feb. 10, 200620061st Quarter
    
    $
    40.650
    
    
    $
    37.350
    
    
    $
    0.2950
    
    
    Apr. 28, 2006
    
    May 11, 20062nd Quarter
    
    $
    37.670
    
    
    $
    30.700
    
    
    $
    0.3100
    
    
    Jul 31, 2006
    
    Aug. 11, 20063rd Quarter
    
    $
    36.930
    
    
    $
    31.680
    
    
    $
    0.3350
    
    
    Oct. 31, 2006
    
    Nov. 9, 20064th Quarter
    
    $
    37.490
    
    
    $
    31.330
    
    
    $
    0.3500
    
    
    Jan. 31, 2007
    
    Feb 9, 2007
  Liquidity and
Capital Resources
 Recent Sales of Unregistered Securities
   Units Authorized for Issuance Under Equity Compensation Plan
  Issuer Purchases of Equity Securities
  54




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Item 6. Selected Financial Data .
  For the Year Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Operating results data:(1)Revenues
    
    $
    13,990,969
    
    
    $
    12,256,959
    
    
    $
    8,321,202
    
    
    $
    5,346,431
    
    
    $
    3,584,783Income from continuing operations (2)
    
    $
    99,406
    
    
    $
    55,503
    
    
    $
    29,562
    
    
    $
    15,861
    
    
    $
    7,351Income per unit from continuing operations:Basic and Diluted (3)
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40
    
    
    $
    0.21
    
    
    $
    0.10Other financial data:Distributions per unit(4)
    
    $
    1.29
    
    
    $
    0.372
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aCommodity hedging income (loss)(5)
    
    $
    10,257
    
    
    $
    1,095
    
    
    $
    448
    
    
    $
    (619
    )
    
    $
    (51,344
    )
 At December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Financial position data:(1)Total assets
    
    $
    13,990,458
    
    
    $
    12,588,188
    
    
    $
    11,315,901
    
    
    $
    4,802,802
    
    
    $
    4,235,494Long-term and current maturities of debt (6)
    
    $
    5,450,590
    
    
    $
    4,968,280
    
    
    $
    4,647,669
    
    
    $
    2,139,548
    
    
    $
    2,246,463Partners equity (7)
    
    $
    709,000
    
    
    $
    715,306
    
    
    $
    74,038
    
    
    $
    36,443
    
    
    $
    16,987Total units outstanding
    
    
    88,884
    
    
    
    88,884
    
    
    
    74,667
    
    
    
    74,667
    
    
    
    74,667
 
 (1)
    
    In general, our historical operating results and financial position have been affected by numerous acquisitions since 2001. Our most significant transaction to date was the GulfTerra Merger, which was
completed on September 30, 2004. The aggregate value of the total consideration we paid or issued to complete the GulfTerra Merger was approximately $4 billion. We accounted for the GulfTerra Merger and our
other acquisitions using purchase accounting; therefore, the operating results of these acquired entities are included in our financial results prospectively from their respective acquisition dates. For
additional information regarding such transactions, see Note 12 of the Notes to Consolidated Financial Statements included under Item 8 of this annual report.(2)
    
    Amounts presented for the years ended December 31, 2006, 2005 and 2004 are before the cumulative effect of accounting changes.(3)
    
    The denominator used to calculate basic and diluted per unit amounts for all periods includes the 74,667,332 sponsor units issued to affiliates of EPCO in connection with their contribution of net assets to
the parent company in August 2005.(4)
    
    On November 10, 2005, we paid a prorated quarterly distribution of $0.092 per unit with respect to the third quarter of 2005. In January 2006, we declared a quarterly cash distribution of $0.28 per unit with
respect to the fourth quarter of 2005, which was paid on February 10, 2006.(5)
    
    Income from continuing operations includes our gain or loss from commodity hedging activities. A variety of factors influence whether or not a particular hedging strategy is successful. As a result of
incurring significant losses from commodity hedging transactions in early 2002 due to a rapid increase in natural gas prices, we exited those commodity hedging strategies that created the losses. Since that time,
we have utilized only a limited number of commodity financial instruments. For additional information regarding our use of financial instruments, see Item 7A of this annual report.(6)
    
    In general, the balances of our long-term and current maturities of debt have increased over time as a result of financing all or a portion of acquisitions and other capital spending.(7)
    
    Affiliates of EPCO contributed certain ownership interests in Enterprise Products Partners to us in August 2005. The contributed assets were recorded by the parent company at their net historical carrying
amount of $160.6 million. Net proceeds from the sale of units in our initial public offering were approximately $373.0 million. For additional information regarding the parent companys equity and unit history,
see Note 15 of the Notes to Consolidated Financial Statements included under Item 8 of this annual report. 55




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 For the years ended December 31, 2006, 2005 and 2004.
   §
    
    Overview of Business.§
    
    Results of Operations  Discusses material year-to-year variances in our Consolidated
Statements of Operations.§
    
    Liquidity and Capital Resources  Addresses available sources of liquidity and analyzes
cash flows.§
    
    Critical Accounting Policies  Presents accounting policies that are among the most
significant to the portrayal of our financial condition and results of operations.§
    
    Other Items  Includes information related to contractual obligations, off-balance
sheet arrangements, related party transactions, recent accounting pronouncements and
similar disclosures.
 This discussion contains various forward-looking statements and information that are based on
our beliefs and those of our general partner, as well as assumptions made by us and information
currently available to us. When used in this document, words such as anticipate, project,
expect, plan, goal, forecast, intend, could, believe, may and similar expressions
and statements regarding our plans and objectives for future operations, are intended to identify
forward-looking statements. Although we and our general partner believe that such expectations
reflected in such forward-looking statements are reasonable, neither we nor our general partner can
give any assurances that such expectations will prove to be correct. Such statements are subject
to a variety of risks, uncertainties and assumptions as described in more detail in Item 1A of this
annual report. If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, our actual results may vary materially from those anticipated,
estimated, projected or expected. You should not put undue reliance on any forward-looking
statements.
  /d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMdth
    
    = thousand decathermsMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feetTBtu
    
    = trillion British thermal units
 56




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Overview of Business
   Cautionary Statement Regarding Forward-Looking
Information
 Basis of Presentation
    Recent Developments
 Capital Spending  Significant Recently Announced Growth
Capital Projects
 §
    
    In February 2007, Duncan Energy Partners L.P. (Duncan Energy Partners), a
consolidated subsidiary of Enterprise Products Partners, completed an underwritten
initial public offering
 57




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##### Table of Contents



of 14,950,000 of its common units. Enterprise Products Partners formed Duncan Energy
Partners as a Delaware limited partnership to acquire ownership interests in certain of
its midstream energy businesses. For additional information regarding Duncan Energy
Partners, see Other Items  Initial Public Offering of Duncan Energy Partners
included within this Item 7.§
    
    In December 2006, we purchased all of the membership interests in Piceance Creek
Pipeline, LLC (Piceance Creek Pipeline) from an affiliate of the EnCana Corporation
(EnCana) for $100 million. The assets of Piceance Creek Pipeline consist primarily
of a recently constructed 48-mile natural gas gathering pipeline (the Piceance Creek
Gathering System) located in the Piceance Basin of northwest Colorado. This pipeline
will connect to our Meeker natural gas processing plant, which is currently under
construction.§
    
    In December 2006, Standard & Poors raised its credit rating of the Operating
Partnership from BB+ to BBB-, which is investment grade, with a stable outlook. As a
result of this change, all of the senior unsecured credit ratings of the Operating
Partnership are currently at an investment grade level.§
    
    In November 2006, we entered into a 30-year agreement with an affiliate of Exxon
Mobil Corporation (ExxonMobil), to provide gathering, compression, treating and
conditioning services for natural gas produced as part of a development program
planned by ExxonMobil in the Piceance Basin in Colorado. Under the terms of the
agreement, ExxonMobils natural gas production from its Piceance Development Project,
which encompasses more than 29,000 acres in Rio Blanco County, Colorado, will be
dedicated to us. The fee-based agreement includes an option for us to recover NGLs
beyond those extracted to condition the gas to meet downstream pipeline
specifications.To provide these services, we expect to invest approximately $185 million to
construct new plant and pipeline facilities to compress the natural gas, treat it to
remove impurities, extract NGLs, and deliver gas to the various pipeline transmission
systems that serve the region. Construction of the facilities will begin after the
receipt of the necessary permits and approvals and is expected to be completed in late
2008.§
    
    In November 2006, we announced an expansion of our Texas Intrastate Pipeline with
the construction of a 178-mile pipeline (the Sherman Extension) that will transport
up to 1.1 Bcf/d of natural gas from the growing Barnett Shale area of North Texas.
This new pipeline is expected to cost $424.6 million, most of which will be spent in
2008, and be placed in service during the fourth quarter of 2008.§
    
    In October 2006, we signed definitive agreements with producers to construct, own
and operate an offshore oil pipeline that will provide firm gathering services from
the Shenzi production field located in the Southern Green Canyon area of the central
Gulf of Mexico.§
    
    In September 2006, Enterprise Products Partners sold 12,650,000 of its common units
in an underwritten public offering, which generated net proceeds of approximately
$320.8 million.§
    
    During the third quarter of 2006, the Operating Partnership sold $550 million in
principal amount of fixed/floating unsecured junior subordinated notes due 2066 (the
Junior Subordinated Notes A). For additional information regarding this issuance of
debt, see Liquidity and Capital Resources-Debt Obligations included within this Item
7.§
    
    In August 2006, we became a joint venture partner with TEPPCO involving its Jonah
Gas Gathering Company (Jonah). Jonah owns the Jonah Gathering System, located in
the Greater Green River Basin of southwestern Wyoming. The Jonah Gathering System
gathers and transports natural gas produced from the Jonah and Pinedale fields to
regional natural gas processing plants, including our Pioneer plant, and major
interstate pipelines that deliver
 58




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natural gas to end-use markets. As part of this new joint venture, we and TEPPCO are
significantly expanding the Jonah Gathering System (the Phase V expansion project).§
    
    In August 2006, we purchased a 220-mile NGL pipeline extending from Corpus Christi,
Texas to Pasadena, Texas from ExxonMobil Pipeline Company. The total purchase price
for this asset was $97.7 million in cash. This pipeline (in combination with others
to be constructed or acquired) will be used to transport NGLs from our South Texas
natural gas processing plants to our Mont Belvieu fractionation
facilities. Duncan Energy Partners acquired an indirect 66% interest in this pipeline asset on February 5, 2007.§
    
    In August 2006, our wholly owned subsidiary, Mid-America Pipeline Company LLC
(Mid-America), executed new long-term transportation agreements with all but one of
its current shippers on its Rocky Mountain pipeline pursuant to terms and conditions
of Mid-Americas open season tariff that was accepted by the Federal Energy Regulatory
Commission effective August 6, 2006. Under the terms of the new agreements, shippers
have committed to transport all of their current and future NGL production from the
Rocky Mountains through the Mid-America Pipeline System to either our Hobbs
fractionator (expected to be operational by mid-2007) or to Mont Belvieu, Texas via
our Seminole Pipeline for a minimum of 10 years and up to a maximum of 20 years.
Based on shipper production forecasts and current NGL extraction rates, we expect that
these new agreements will fully utilize our Mid-America Pipeline System, including the
50 MBPD Phase I Expansion expected to be placed in-service during the third quarter of
2007.§
    
    In July 2006, we signed long-term agreements with CenterPoint Energy Resources
Corp. (CenterPoint Energy) to provide firm natural gas transportation and storage
services to its natural gas utility, primarily in the Houston, Texas metropolitan
area. We will provide CenterPoint Energy with an estimated 14 Bcf per year of natural
gas beginning in April 2007. Our deliveries to CenterPoint Energy through these new
contracts will mark the first time that we have had the opportunity to serve the
growing Houston area natural gas market. We are already the primary natural gas
service provider to the San Antonio and Austin, Texas markets.§
    
    In July 2006, we acquired the Encinal and Canales natural gas gathering systems and
their related gathering and processing contracts and other amounts that comprised the
South Texas natural gas transportation and processing business of Cerrito Gathering
Company, Ltd., an affiliate of Lewis Energy Group, L.P. (Lewis). The aggregate
value of total consideration we paid or issued to complete this business combination
(referred to as the Encinal acquisition) was $326.3 million, which includes $145.2
million in cash paid to Lewis and the issuance of 7,115,844 of Enterprise Products
Partners common units to Lewis.§
    
    In April 2006, we announced plans to expand our Houston Ship Channel NGL import and
export facility and related pipeline and other assets to accommodate an expected
increase in throughput volumes.§
    
    In March 2006, we purchased the Pioneer natural gas processing plant and certain
related natural gas processing rights from TEPPCO for $38.2 million in cash.§
    
    In March 2006, we announced plans to expand our petrochemical assets located in
southeast Texas. The plans include the construction of a new propylene fractionator
at our Mont Belvieu, Texas facility and the expansion of two refinery grade propylene
pipelines.§
    
    In March 2006, Enterprise Products Partners sold 18,400,000 of its common units in
a public offering, which generated net proceeds of approximately $430 million.§
    
    In January 2006, we announced the execution of a minimum 15-year natural gas
processing agreement with an affiliate of EnCana. Under this agreement, we have the
right to process up to 1.3 Bcf/d of EnCanas natural gas production from the Piceance
Basin area of western
 59




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Colorado. To accommodate this production, we began construction of the Meeker natural
gas processing facility in Rio Blanco County, Colorado. In addition, we will construct
a 50-mile NGL pipeline that will connect our Meeker processing facility to our
Mid-America Pipeline System.
 Capital Spending
      60




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For the Year Ended December 31,2006
    
    
    2005
    
    
    2004Capital spending for business combinations and asset purchases:GulfTerra Merger:Cash payments to El Paso, including amounts paid to acquire
certain South Texas midstream assets
    
    
    
    
    
    
    
    
    
    $
    1,025,277Transaction fees and other direct costs
    
    
    
    
    
    
    
    
    
    
    24,032Cash received from GulfTerra
    
    
    
    
    
    
    
    
    
    
    (40,313
    )Net cash payments
    
    
    
    
    
    
    
    
    
    
    1,008,996Value of non-cash consideration issued or granted
    
    
    
    
    
    
    
    
    
    
    2,540,771Total GulfTerra Merger consideration
    
    
    
    
    
    
    
    
    
    
    3,549,767Encinal acquisition, including non-cash equity consideration
    
    $
    326,309
    
    
    $
    
    
    
    
    Piceance Creek acquisition
    
    
    100,000
    
    
    
    
    
    
    
    NGL underground storage and terminalling assets
purchased from Ferrellgas
    
    
    
    
    
    
    145,522
    
    
    
    Interests in the Indian Springs natural gas gathering
and processing assets
    
    
    
    
    
    
    74,854
    
    
    
    Additional ownership interests in Dixie Pipeline Company (Dixie)
    
    
    12,913
    
    
    
    68,608
    
    
    
    Additional ownership interests in Mid-America and
Seminole pipeline systems
    
    
    
    
    
    
    25,000
    
    
    
    Other business combinations and asset purchases
    
    
    18,390
    
    
    
    12,618
    
    
    
    85,851Total
    
    
    457,612
    
    
    
    326,602
    
    
    
    3,635,618Capital spending for property, plant and equipment:Growth capital projects, net
    
    
    1,148,123
    
    
    
    719,372
    
    
    
    113,759Sustaining capital projects
    
    
    132,455
    
    
    
    98,077
    
    
    
    33,169Total
    
    
    1,280,578
    
    
    
    817,449
    
    
    
    146,928Capital spending attributable to unconsolidated affiliates:Investment in and advances to Jonah Gas Gathering Company
    
    
    120,132
    
    
    
    
    
    
    
    Other investments in and advances to unconsolidated affiliates
    
    
    7,290
    
    
    
    88,044
    
    
    
    64,412Total
    
    
    127,422
    
    
    
    88,044
    
    
    
    64,412Total capital spending
    
    $
    1,865,612
    
    
    $
    1,232,095
    
    
    $
    3,846,958
   Significant Recently Announced Growth Capital Projects
  Piceance Creek Acquisition .
 61




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Barnett Shale Natural Gas Pipeline Project.
   Shenzi Oil Export Pipeline Project .
  62




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Jonah Joint Venture with TEPPCO and the Phase V Expansion
    DEP South Texas NGL Pipeline System
   63




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##### Table of Contents



Other Items  Initial Public
Offering of Duncan Energy Partners
 Texas Intrastate Pipeline Expansion Projects
   Encinal Acquisition
    Cash payment to Lewis
    
    $
    145,197Fair value of Enterprise Products
Partners 7,115,844 common units
issued to Lewis
    
    
    181,112Total consideration
    
    $
    326,309
  64




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Expansion of Import and Export Capability
  Wyoming Gas Processing Projects
  Expansion of Mont Belvieu Petrochemical Assets.
 Piceance Basin Gas Processing Project .
  65




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Hobbs NGL Fractionator
 Mid-America Pipeline System Projects .
 
  Independence Hub Platform and Independence Trail Pipeline System .
   66




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##### Table of Contents



Pipeline Integrity Costs
    Results of Operations
 Parent Companys Results of Operations
  For the Year
    Ended December 31,2006
    
    2005(1)Equity in income of unconsolidated affiliates
    
    $
    111,093
    
    
    $
    24,507Interest expense
    
    $
    9,547
    
    
    $
    3,445Net income
    
    $
    99,499
    
    
    $
    20,631
 
 (1)
    
    Reflects the parents companys key components of the results of operations from its initial
public offering to December 31, 2005.  67




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Equity Income
 Interest expense
 Our Consolidated Results of Operations
       68




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Selected Price and Volumetric Data
  Polymer
    
    RefineryNatural
    
    
    
    
    
    
    
    
    
    
    
    
    
    Normal
    
    
    
    
    
    Natural
    
    Grade
    
    GradeGas,
    
    Crude Oil,
    
    Ethane,
    
    Propane,
    
    Butane,
    
    Isobutane,
    
    Gasoline,
    
    Propylene,
    
    Propylene,$/MMBtu
    
    $/barrel
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/pound
    
    $/pound(1
    )
    
    
    (2
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )2004 Averages
    
    $
    6.13
    
    
    $
    41.45
    
    
    $
    0.50
    
    
    $
    0.74
    
    
    $
    0.88
    
    
    $
    0.88
    
    
    $
    1.00
    
    
    $
    0.33
    
    
    $
    0.292005 Averages
    
    $
    8.64
    
    
    $
    56.47
    
    
    $
    0.62
    
    
    $
    0.91
    
    
    $
    1.09
    
    
    $
    1.15
    
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    0.3720061st Quarter
    
    $
    9.01
    
    
    $
    63.35
    
    
    $
    0.57
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    1.27
    
    
    $
    1.38
    
    
    $
    0.45
    
    
    $
    0.402nd Quarter
    
    $
    6.80
    
    
    $
    70.53
    
    
    $
    0.68
    
    
    $
    1.05
    
    
    $
    1.22
    
    
    $
    1.26
    
    
    $
    1.52
    
    
    $
    0.50
    
    
    $
    0.443rd Quarter
    
    $
    6.58
    
    
    $
    70.44
    
    
    $
    0.76
    
    
    $
    1.10
    
    
    $
    1.28
    
    
    $
    1.30
    
    
    $
    1.53
    
    
    $
    0.51
    
    
    $
    0.464th Quarter
    
    $
    6.56
    
    
    $
    60.03
    
    
    $
    0.62
    
    
    $
    0.95
    
    
    $
    1.11
    
    
    $
    1.12
    
    
    $
    1.31
    
    
    $
    0.44
    
    
    $
    0.352006 Averages
    
    $
    7.24
    
    
    $
    66.09
    
    
    $
    0.66
    
    
    $
    1.01
    
    
    $
    1.20
    
    
    $
    1.24
    
    
    $
    1.44
    
    
    $
    0.48
    
    
    $
    0.41
 
 (1)
    
    Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of various commercial index prices including Oil
Price Information Service (OPIS) and Chemical Market Associates, Inc. (CMAI). Natural gas price is representative of Henry-Hub I-FERC. NGL prices
are representative of Mont Belvieu Non-TET pricing. Refinery grade propylene represents an average of CMAI spot prices. Polymer-grade propylene
represents average CMAI contract pricing.(2)
    
    Crude oil price is representative of an index price for West Texas Intermediate.  For the Year Ended December 31,2006
    
    2005
    
    2004NGL Pipelines & Services, net:NGL transportation volumes (MBPD)
    
    
    1,577
    
    
    
    1,478
    
    
    
    1,411NGL fractionation volumes (MBPD)
    
    
    312
    
    
    
    292
    
    
    
    307Equity NGL production (MBPD)(1)
    
    
    63
    
    
    
    68
    
    
    
    76Fee-based natural gas processing (MMcf/d)
    
    
    2,218
    
    
    
    1,767
    
    
    
    1,692Onshore Natural Gas Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    6,012
    
    
    
    5,916
    
    
    
    5,638Offshore Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    1,520
    
    
    
    1,780
    
    
    
    2,081Crude oil transportation volumes (MBPD)
    
    
    153
    
    
    
    127
    
    
    
    138Platform gas processing (BBtus/d)
    
    
    159
    
    
    
    252
    
    
    
    306Platform oil processing (MBPD)
    
    
    15
    
    
    
    7
    
    
    
    14Petrochemical Services, net:Butane isomerization volumes (MBPD)
    
    
    81
    
    
    
    81
    
    
    
    76Propylene fractionation volumes (MBPD)
    
    
    56
    
    
    
    55
    
    
    
    57Octane additive production volumes (MBPD)
    
    
    9
    
    
    
    6
    
    
    
    10Petrochemical transportation volumes (MBPD)
    
    
    97
    
    
    
    64
    
    
    
    71Total, net:NGL, crude oil and petrochemical transportation volumes (MBPD)
    
    
    1,827
    
    
    
    1,669
    
    
    
    1,620Natural gas transportation volumes (BBtus/d)
    
    
    7,532
    
    
    
    7,696
    
    
    
    7,719Equivalent transportation volumes (MBPD) (2)
    
    
    3,809
    
    
    
    3,694
    
    
    
    3,651
 
 (1)
    
    Volumes for 2005 and 2004 have been revised to incorporate asset-level definitions of equity NGL production volumes.(2)
    
    Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs. 69




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Comparison of Results of Operations
  For the Year Ended December 31,2006
    
    2005
    
    2004Revenues
    
    $
    13,990,969
    
    
    $
    12,256,959
    
    
    $
    8,321,202Operating costs and expenses
    
    
    13,089,091
    
    
    
    11,546,225
    
    
    
    7,904,336General and administrative costs
    
    
    67,779
    
    
    
    64,194
    
    
    
    47,264Equity in income of unconsolidated affiliates
    
    
    21,565
    
    
    
    14,548
    
    
    
    52,787Operating income
    
    
    855,664
    
    
    
    661,088
    
    
    
    422,389Interest expense
    
    
    247,572
    
    
    
    249,002
    
    
    
    161,589Minority interest expense
    
    
    495,474
    
    
    
    353,642
    
    
    
    229,607Net income
    
    
    99,499
    
    
    
    55,276
    
    
    
    29,778
   For the Year Ended December 31,2006
    
    2005
    
    2004Gross operating margin by segment:NGL Pipelines & Services
    
    $
    752,548
    
    
    $
    579,706
    
    
    $
    374,196Onshore Natural Gas Pipelines & Services
    
    
    333,399
    
    
    
    353,076
    
    
    
    90,977Offshore Pipeline & Services
    
    
    103,407
    
    
    
    77,505
    
    
    
    36,478Petrochemical Services
    
    
    173,095
    
    
    
    126,060
    
    
    
    121,515Other, non-segment
    
    
    
    
    
    
    
    
    
    
    32,025Total segment gross operating margin
    
    $
    1,362,449
    
    
    $
    1,136,347
    
    
    $
    655,191
 Other Items  Non-GAAP reconciliations
  For the Year Ended December 31,2006
    
    2005
    
    2004NGL Pipelines & Services:Sale of NGL products
    
    $
    9,496,926
    
    
    $
    8,176,370
    
    
    $
    5,542,877Percent of consolidated revenues
    
    
    68
    %
    
    
    67
    %
    
    
    67
    %Onshore Natural Gas Pipelines &
Services:Sale of natural gas
    
    $
    1,230,369
    
    
    $
    1,065,542
    
    
    $
    686,770Percent of consolidated revenues
    
    
    9
    %
    
    
    9
    %
    
    
    8
    %Petrochemical Services:Sale of petrochemical products
    
    $
    1,545,693
    
    
    $
    1,311,956
    
    
    $
    1,054,994Percent of consolidated revenues
    
    
    11
    %
    
    
    11
    %
    
    
    13
    %
 70




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Comparison of Year Ended December 31, 2006 with Year Ended December 31, 2005
         71




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##### Table of Contents



NGL
Pipelines & Services
    Onshore Natural Gas Pipelines & Services
  72




---



##### Table of Contents



Offshore Pipelines & Services
    Petrochemical Services
  73




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##### Table of Contents



Comparison of Year Ended December 31, 2005 with Year Ended December 31, 2004
         NGL Pipelines & Services
 74




---



##### Table of Contents



Onshore Natural Gas Pipelines & Services .
 Offshore Pipelines & Services .
 Petrochemical Services
 Other
 75




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Significant Risks and Uncertainties  Hurricanes
    Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
  76




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Business interruption proceeds:Hurricane Ivan
    
    $
    17,382Hurricane Katrina
    
    
    24,500Hurricane Rita
    
    
    22,000Total proceeds
    
    $
    63,882Property damage proceeds:Hurricane Ivan
    
    $
    24,104Hurricane Katrina
    
    
    7,500Hurricane Rita
    
    
    3,000Total proceeds
    
    $
    34,604Total proceeds received during 2006
    
    $
    98,486
  General Outlook for 2007
  §
    
    We believe that drilling activity in the major producing areas where we operate,
including the Gulf of Mexico and supply basins in Texas, San Juan and the Rocky Mountains,
will result in increased demand for our midstream energy services. As a result, we expect
higher transportation and processing volumes for our existing assets due to increased
natural gas and crude oil production from both onshore and offshore producing areas. In
addition, we expect to benefit from increased demand as new assets come on-line during
2007.§
    
    We expect to benefit from an increase in crude oil and natural gas production in the
Gulf of Mexico as our Independence Hub platform and Independence Trail pipeline are placed
in-service during the second half of 2007. Our Independence Hub platform and Independence
Trail pipeline will benefit from initial natural gas production from dedicated production
fields in the Atwater Valley, DeSoto Canyon, Lloyd Ridge and Mississippi Canyon areas of
the Gulf of Mexico. In addition, we believe that our Marco Polo Oil Pipeline and Marco
Polo platform will continue to benefit as production volumes increase from developments in
the Southern Green Canyon area of the Gulf of Mexico. Increased production in the Gulf of
Mexico will increase volumes of natural gas and NGLs available to our facilities in
southern Louisiana.§
    
    We expect the volume of natural gas and NGLs available to our facilities in Texas to
increase as a result of drilling activity and long-term agreements executed with new
customers. We expect natural gas transportation volumes on our Texas Intrastate System to
increase during 2007 as we begin to supply the Houston, Texas area with natural gas
volumes under a long-term agreement with CenterPoint Energy. As a result of the Encinal
acquisition, we expect to increase natural gas gathering and processing volumes in south
Texas. In turn, this should increase our NGL production in south Texas. In addition, we
will continue to expand our natural gas gathering assets in the Barnett shale region of
north Texas.§
    
    We expect to benefit from increased natural gas and NGL volumes as several new assets
are placed in-service throughout Wyoming, Colorado and New Mexico. We expect our new
Pioneer natural gas processing plant and expanded Jonah Gathering System to benefit from
increased
 77




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##### Table of Contents



production in the Greater Green River basin of Wyoming. Production from the Piceance basin
of western Colorado should benefit our Piceance Creek Gathering System and Meeker natural
gas processing plant. We expect our Mid-America Pipeline System, Seminole Pipeline and
Hobbs NGL fractionator to benefit from increased volumes of NGLs produced at the Pioneer
and Meeker natural gas processing facilities.§
    
    We believe that the strength of the domestic and global economy will continue to drive
increased demand for all forms of energy despite fluctuating commodity prices. Our
largest NGL consuming customers in the ethylene industry continue to see strong demand for
their products. Ethane and propane continue to be the preferred feedstocks for the
ethylene industry with the high price of crude oil relative to natural gas.
 Liquidity and Capital Resources
 Parent Company Liquidity and Capital Resources
    Parent Company Debt Obligations
 $525.0 Million Credit Facility
  $200.0 Million Credit Facility
 78




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Our Consolidated Liquidity and Capital Resources
    Capital Spending
 79




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Registration Statements
   §
    
    In March 2006, Enterprise Products Partners sold 18,400,000 of its common units
(including an over-allotment amount of 2,400,000 common units) to the public at an
offering price of $23.90 per unit. Net proceeds from this offering, including Enterprise
Products GPs proportionate net capital contribution of $8.6 million, were approximately
$430 million after deducting applicable underwriting discounts, commissions and estimated
offering expenses of $18.3 million. The net proceeds from this offering, including
Enterprise Products GPs proportionate net capital contribution, were used to temporarily
reduce indebtedness outstanding under the Operating Partnerships Multi-Year Revolving
Credit Facility.§
    
    In July 2006, Enterprise Products Partners issued approximately 7.1 million of its
common units in connection with the Encinal business acquisition. In August 2006,
Enterprise Products Partners filed a registration statement with the SEC for the resale of
these common units.§
    
    In September 2006, Enterprise Products Partners sold 12,650,000 of its common units
(including an over-allotment amount of 1,650,000 common units) to the public at an
offering price of $25.80 per unit. Net proceeds from this offering, including Enterprise
Products GPs proportionate net capital contribution of $6.4 million, were approximately
$320.8 million after deducting applicable underwriting discounts, commissions and
estimated offering expenses of $11.8 million. Net proceeds of $260 million from this
offering, including Enterprise Products GPs proportionate net capital contribution, were
used to temporarily reduce indebtedness outstanding under the  Operating Partnerships
Multi-Year Revolving Credit Facility. The remaining net proceeds were used for general
partnership purposes.
    80




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Other Items 
Initial Public Offering of Duncan Energy Partners
  Credit Ratings of Operating Partnership
    81




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Debt Obligations
  At December 31,2006
    
    2005Parent Company debt obligations:$200 Million Credit Facility, due January 2009
    
    $
    155,000
    
    
    $
    134,500Operating Partnership senior debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011(1)
    
    
    410,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007 (4)
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2010 (2)
    
    
    10,000
    
    
    
    17,000Other, 8.75% fixed-rate, due June 2010 (3)
    
    
    5,068
    
    
    
    5,068Total principal amount of senior debt obligations
    
    
    4,934,068
    
    
    
    5,000,568Operating Partnership Junior Subordinated Notes A, due August 2066
    
    
    550,000
    
    
    
    Total principal amount of senior and junior debt obligations
    
    
    5,484,068
    
    
    
    5,000,568Other, including unamortized discounts and premiums and changes in fair value (4)
    
    
    (33,478
    )
    
    
    (32,288
    )Long-term debt (4)
    
    $
    5,450,590
    
    
    $
    4,968,280Standby letters of credit outstanding
    
    $
    49,858
    
    
    $
    33,129
 
 (1)
    
    In June 2006, the Operating Partnership executed a second amendment (the Second Amendment) to the credit agreement governing its Multi-Year Revolving Credit Facility. The Second
Amendment, among other things, extends the maturity date of amounts borrowed under the Multi-Year Revolving Credit Facility from October 2010 to October 2011 with respect to $1.25 billion of
the commitments. Borrowings with respect to the remaining $48.0 million in commitments mature in October 2010.(2)
    
    The maturity date of this facility was extended from June 2007 to June 2010 in August 2006. The other terms of the Dixie facility remain unchanged from those described in our annual
report on Form 10-K for the year ended December 31, 2005. In accordance with GAAP, Enterprise Products Partners consolidates Dixies debt with that of its own; however, Enterprise Products
Partners does not have the obligation to make interest or debt payments with respect to Dixies debt.(3)
    
    Represents remaining debt obligations assumed in connection with the GulfTerra Merger.(4)
    
    The December 31, 2006 amount includes $29.1 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums. The December 31, 2005 amount includes
$19.2 million related to fair value hedges and a net $13.1 million in unamortized discounts and premiums.(5)
    
    In accordance with SFAS 6, Classification of Short-Term Obligations Expected to be Refinanced, long-term and current maturities of debt reflect the classification of such obligations
at December 31, 2006. With respect to Senior Notes E due in October 2007, the Operating Partnership has the ability to use available credit capacity under its Multi-Year Revolving Credit
Facility to fund the repayment of this debt.  Issuance of Junior Subordinated Notes A.
 82




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Debt obligations of unconsolidated affiliates.
 OurOwnershipInterest
    
    
    TotalCameron Highway
    
    
    50.0
    %
    
    $
    415,000Poseidon
    
    
    36.0
    %
    
    
    91,000Evangeline
    
    
    49.5
    %
    
    
    25,650Total
    
    
    
    
    
    $
    531,650
   83




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Cash Flows from Operating, Investing and Financing Activit ies
  For the Year Ended December 31,2006
    
    2005
    
    2004Net cash flows provided by operating activities
    
    $
    1,158,856
    
    
    $
    614,101
    
    
    $
    388,373Net cash used in investing activities
    
    
    1,689,288
    
    
    
    1,130,394
    
    
    
    1,311,424Net cash provided by financing activities
    
    
    511,235
    
    
    
    533,937
    
    
    
    917,591
     84




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Comparison of Year Ended December 31, 2006 with Year Ended December 31, 2005
 Operating activities
 §
    
    Gross operating margin for the year ended December 31, 2006 increased $226.1 million
over that recorded for the year ended December 31, 2005. The increase in gross operating
margin is discussed under Results of Operations within this Item 7.§
    
    With respect to changes in operating accounts, the timing of cash receipts and
disbursements improved year-to-year generally due to the successful integration of
acquired businesses and increased efficiencies. As to cash receipts, the average
collection period for accounts receivable during the year ended December 31, 2006 improved
approximately nine days when compared to the year ended December 31, 2005, with the
related turnover rate increasing 26% year-to-year. In addition, as to cash disbursements,
our payable turnover rate increased significantly year-to-year.
 Investing activities
    Capital Spending
 Financing activities.
 85




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##### Table of Contents



Comparison of Year Ended December 31, 2005 with Year Ended December 31, 2004
 Operating activities
 §
    
    Gross operating margin for the year ended December 31, 2005 increased $481.2 million
over that recorded for the year ended December 31, 2004. The increase in gross operating
margin is discussed under Results of Operations within this Item 7.§
    
    Cash payments for interest for the year ended
December 31, 2005 increased $120.5 million
over that recorded for the year ended December 31, 2004. The increase in cash outflows
for interest was due to the additional debt we incurred to complete the GulfTerra Merger.
 86




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##### Table of Contents



§
    
    The carrying value of our inventories increased from $189 million at December 31, 2004
to $339.6 million at December 31, 2005. The $150.6 million increase is primarily due to
higher commodity prices during 2005 when compared to 2004 and an increase in volumes
purchased and held in inventory in connection with our marketing activities at December
31, 2005 versus December 31, 2004.§
    
    With respect to changes in operating accounts, the timing of cash disbursements slowed
following the GulfTerra Merger as integration activities were ongoing. A slight
improvement in the collection of accounts receivable also added to our operating cash
flows.
  Investing activities
   Financing activities
   87




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Critical Accounting Policies
  Depreciation methods and estimated useful lives of property, plant and equipment
   88




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##### Table of Contents



Measuring recoverability of long-lived assets and equity method investments
     Amortization methods and estimated useful lives of qualifying intangible assets
   89




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Methods we employ to measure the fair value of goodwill
   Our revenue recognition policies and use of estimates for revenues and expenses
  90




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Reserves for environmental matters
    Natural gas imbalances
   91




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Other Items
 Initial Public Offering of Duncan Energy Partners
   §
    
    Mont Belvieu Caverns, LLC(Mont Belvieu Caverns), a recently formed subsidiary, which
owns salt dome storage caverns located in Mont Belvieu, Texas that receive, store and
deliver NGLs and certain petrochemical products for industrial customers located along the
upper Texas Gulf Coast, which has the largest concentration of petrochemical plants and
refineries in the United States;§
    
    Acadian Gas, LLC(Acadian Gas), which owns an onshore natural gas pipeline system
that gathers, transports, stores and markets natural gas in Louisiana. The Acadian Gas
system links natural gas supplies from onshore and offshore Gulf of Mexico developments
(including offshore pipelines, continental shelf and deepwater production) with local gas
distribution companies, electric generation plants and industrial customers, including
those in the Baton Rouge-New Orleans-Mississippi River corridor. A subsidiary of Acadian
Gas owns a 49.5% equity interest in Evangeline Gas Pipeline, L.P. (Evangeline);§
    
    Sabine Propylene Pipeline L.P.(Sabine Propylene), which transports polymer-grade
propylene between Port Arthur, Texas and a pipeline interconnect located in Cameron
Parish, Louisiana;§
    
    Enterprise Lou-Tex Propylene Pipeline L.P.(Lou-Tex Propylene), which transports
chemical-grade propylene from Sorrento, Louisiana to Mont Belvieu, Texas; and§
    
    South Texas NGL Pipelines, LLC(South Texas NGL), a recently formed subsidiary, which
began transporting NGLs from Corpus Christi, Texas to Mont Belvieu, Texas in January 2007.
South Texas NGL owns the DEP South Texas NGL Pipeline System.
   92




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##### Table of Contents



§
    
    It utilizes storage services provided by Mont Belvieu Caverns to support its Mont
Belvieu fractionation and other businesses;§
    
    It buys natural gas from and sells natural gas to Acadian Gas in connection with its
normal business activities; and§
    
    It is the sole shipper on the DEP South Texas NGL Pipeline System.
  Contractual Obligations
  Payment or Settlement due by PeriodLess than
    
    1-3
    
    3-5
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    years
    
    years
    
    5 yearsScheduled maturities of long-term debt
    
    $
    5,484,068
    
    
    $
    
    
    
    $
    655,000
    
    
    $
    1,929,068
    
    
    $
    2,900,000Estimated cash payments for interest
    
    $
    5,723,364
    
    
    $
    334,831
    
    
    $
    623,708
    
    
    $
    465,947
    
    
    $
    4,298,878Operating lease obligations
    
    $
    274,700
    
    
    $
    19,190
    
    
    $
    36,251
    
    
    $
    31,951
    
    
    $
    187,308Purchase obligations:Product purchase commitments:Estimated payment obligations:Natural gas
    
    $
    920,736
    
    
    $
    153,316
    
    
    $
    307,052
    
    
    $
    306,632
    
    
    $
    153,736NGLs
    
    $
    2,902,805
    
    
    $
    959,127
    
    
    $
    436,885
    
    
    $
    426,630
    
    
    $
    1,080,163Petrochemicals
    
    $
    2,656,633
    
    
    $
    1,110,957
    
    
    $
    693,362
    
    
    $
    339,434
    
    
    $
    512,880Other
    
    $
    79,418
    
    
    $
    35,183
    
    
    $
    41,334
    
    
    $
    1,424
    
    
    $
    1,477Underlying major volume commitments:Natural gas (in BBtus)
    
    
    109,600
    
    
    
    18,250
    
    
    
    36,550
    
    
    
    36,500
    
    
    
    18,300NGLs (in MBbls)
    
    
    68,331
    
    
    
    21,957
    
    
    
    10,408
    
    
    
    10,172
    
    
    
    25,794Petrochemicals (in MBbls)
    
    
    45,535
    
    
    
    19,250
    
    
    
    11,749
    
    
    
    5,694
    
    
    
    8,842Service payment commitments
    
    $
    15,725
    
    
    $
    10,413
    
    
    $
    4,659
    
    
    $
    186
    
    
    $
    467Capital expenditure commitments
    
    $
    239,000
    
    
    $
    239,000
    
    
    
    
    
    
    
    
    
    
    
    Other Long-Term Liabilities, as reflected
in our Consolidated Balance Sheet
    
    $
    86,130
    
    
    $
    
    
    
    $
    14,101
    
    
    $
    4,004
    
    
    $
    68,025Total
    
    $
    18,382,579
    
    
    $
    2,862,017
    
    
    $
    2,812,352
    
    
    $
    3,505,276
    
    
    $
    9,202,934
 93




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Off-Balance Sheet Arrangements
      Summary of Related Party Transactions
  For the Year Ended December 31,2006
    
    2005
    
    2004Revenues from consolidated operationsEPCO and affiliates
    
    $
    98,671
    
    
    $
    311
    
    
    $
    2,697Shell
    
    
    
    
    
    
    
    
    
    
    542,912Unconsolidated affiliates
    
    
    304,559
    
    
    
    354,461
    
    
    
    258,541Total
    
    $
    403,230
    
    
    $
    354,772
    
    
    $
    804,150Operating costs and expensesEPCO and affiliates
    
    $
    311,537
    
    
    $
    293,134
    
    
    $
    203,100Shell
    
    
    
    
    
    
    
    
    
    
    725,420Unconsolidated affiliates
    
    
    31,606
    
    
    
    23,563
    
    
    
    37,587Total
    
    $
    343,143
    
    
    $
    316,697
    
    
    $
    966,107General and administrative expensesEPCO and affiliates
    
    $
    41,702
    
    
    $
    41,054
    
    
    $
    29,307Interest ExpenseEPCO and affiliates
    
    $
    
    
    
    $
    15,306
    
    
    $
    5,849
 94




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##### Table of Contents



Other Items  Initial Public Offering of Duncan
Energy Partners
 Non-GAAP reconciliations
  For the Year Ended December 31,2006
    
    2005
    
    2004Total non-GAAP segment gross operating margin
    
    $
    1,362,449
    
    
    $
    1,136,347
    
    
    $
    655,191Adjustments to reconcile total non-GAAP gross operating margin
to GAAP operating income:Depreciation, amortization and accretion in
operating costs and expenses
    
    
    (440,256
    )
    
    
    (413,441
    )
    
    
    (193,734
    )Retained lease expense, net in operating costs and expenses
    
    
    (2,109
    )
    
    
    (2,112
    )
    
    
    (7,705
    )Gain on sale of assets in operating costs and expenses
    
    
    3,359
    
    
    
    4,488
    
    
    
    15,901General and administrative costs
    
    
    (67,779
    )
    
    
    (64,194
    )
    
    
    (47,264
    )GAAP consolidated operating income
    
    
    855,664
    
    
    
    661,088
    
    
    
    422,389Other net expense, primarily interest expense
    
    
    (239,463
    )
    
    
    (243,581
    )
    
    
    (159,459
    )GAAP income before provision for income taxes, minority interest
and the cumulative effect of changes in accounting principles
    
    $
    616,201
    
    
    $
    417,507
    
    
    $
    262,930
  95




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Cumulative effect of changes in accounting principles
  §
    
    We recognized, as a benefit, a cumulative effect of a change in accounting principle of
$1.5 million in 2006 based on the Statement of Financial Accounting Standards (SFAS)
123(R),Share-Based Payment,requirements to recognize compensation expense based upon
the grant date fair value of an equity award and the application of an estimated
forfeiture rate to unvested awards.§
    
    We recorded a $4.2 million non-cash expense related to certain asset retirement
obligations in 2005 due to our implementation of FIN 47 as of December 31, 2005.§
    
    We recorded a combined $10.8 million non-cash gain in 2004 related to the impact of (i)
changing the method our BEF subsidiary uses to account for its planned major maintenance
activities from the accrue-in-advance method to the expense-as-incurred method and (ii)
changing the method in which we account for our investment in VESCO from the cost method
to the equity method.
  Recent Accounting Pronouncements
  §
    
    Emerging Issues Task Force Issue No. 06-3, How Taxes Collected From Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is,
Gross versus Net Presentation),§
    
    SFAS 155, Accounting for Certain Hybrid Financial Instruments,§
    
    SFAS 157, Fair Value Measurements, and§
    
    SFAS 159, Fair Value Option for Financial Assets and Financial Liabilities 
Including an amendment of FASB Statement No. 115.
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
   96




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Accounting for Derivative Instruments and Hedging Activities
  Interest Rate Risk Hedging Program
   Fair value hedges  Interest rate swaps
  Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate(1)
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    1
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50%  to 8.89%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    2
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.38% to 7.43%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    6
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.60% to 6.33%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    2
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.76%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.  97




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Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    December 31, 2005
    
    December 31, 2006
    
    February 7, 2007FV assuming no change in underlying interest rates
    
    Asset (Liability)
    
    $
    (19,179
    )
    
    $
    (29,060
    )
    
    $
    (31,918
    )FV assuming 10% increase in underlying interest rates
    
    Asset (Liability)
    
    
    (50,308
    )
    
    
    (56,249
    )
    
    
    (58,956
    )FV assuming 10% decrease in underlying interest rates
    
    Asset (Liability)
    
    
    11,950
    
    
    
    (1,872
    )
    
    
    (4,881
    )
  Cash flow hedges  Treasury locks .
   98




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Commodity Risk Hedging Program
    Resulting
    
    Commodity Financial Instrument Portfolio FVScenario
    
    Classification
    
    December 31, 2005
    
    December 31, 2006
    
    February 7, 2007FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    (53
    )
    
    $
    (3,184
    )
    
    $
    549FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    (53
    )
    
    
    (2,119
    )
    
    
    1,734FV assuming 10% decrease in underlying commodity prices
    
    Asset (Liability)
    
    
    (53
    )
    
    
    (4,249
    )
    
    
    (637
    )
 Foreign Currency Hedging Program
  Product Purchase Commitments
 Contractual Obligations
 99




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data .
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .
  
 Item 9A. Controls and Procedures .
 Disclosure controls and procedures
    100




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##### Table of Contents



Internal control over financial reporting
  (i)
    
    pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets,(ii)
    
    provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that our
receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
  Changes in internal control over financial reporting during the fourth quarter of 2006.
  101




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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2006
  Internal
ControlIntegrated Framework.
    /s/ Michael A. Creel
    
    /s/ W. Randall FowlerName:
    
    Michael A. Creel
    
    Name:
    
    W. Randall FowlerTitle:
    
    Chief Executive Officer of
our general partner,
EPE Holdings, LLC
    
    Title:
    
    Chief Financial Officer of
our general partner,
EPE Holdings, LLC
 102




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  Internal ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal
ControlIntegrated Framework
 103




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##### Table of Contents



Item 9B. Other Information .
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance .
 Partnership Management
 Certain
Relationships and Related Transactions  Relationship with EPCO
     104




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Corporate Governance
    Code of Conduct and Ethics and Corporate Governance Guidelines
 Code of Conduct
 105




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##### Table of Contents



Code of Ethical Conduct for
Senior Financial Officers and Managers
 Governance Guidelines of Enterprise GP Holdings
  ACG Committee
    §
    
    monitoring the integrity of our financial reporting process and related systems of
internal control;§
    
    ensuring our legal and regulatory compliance and that of EPE Holdings;§
    
    overseeing the independence and performance of our independent public accountants;§
    
    approving all services performed by our independent public accountants;§
    
    providing for an avenue of communication among the independent public accountants,
management, internal audit function and the Board;
 106




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##### Table of Contents



§
    
    encouraging adherence to and continuous improvement of our policies, procedures and
practices at all levels;§
    
    reviewing areas of potential significant financial risk to our businesses; and§
    
    approving awards granted under our 1998 Long-Term Incentive Plan.
     NYSE Corporate Governance Listing Standards
 Annual CEO Certification.
 Executive Sessions of Non-Management Directors
   107




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##### Table of Contents



Directors and Executive Officers of EPE Holdings
  Name
    
    
    Age
    
    
    Position with Enterprise Products GPDan L. Duncan (1)
    
    
    74
    
    
    Director and ChairmanMichael A. Creel (1)
    
    
    53
    
    
    Director, President and Chief Executive OfficerW. Randall Fowler (1)
    
    
    50
    
    
    Director, Executive Vice President and Chief Financial OfficerRichard H. Bachmann (1)
    
    
    54
    
    
    Director, Executive Vice President, Chief Legal Officer and
SecretaryRobert G. Phillips
    
    
    52
    
    
    DirectorO. S. Andras
    
    
    71
    
    
    DirectorCharles E. McMahen (2)
    
    
    67
    
    
    DirectorEdwin E. Smith (2)
    
    
    75
    
    
    DirectorW. Matt Ralls (2)
    
    
    57
    
    
    DirectorThurmon Andress (2)
    
    
    73
    
    
    DirectorMichael J. Knesek (1)
    
    
    52
    
    
    Senior Vice President, Controller and Principal Accounting Officer
 
 (1)
    
    Executive officer(2)
    
    Member of ACG Committee(3)
    
    Chairman of ACG Committee Dan L. Duncan
 Michael A. Creel
  W. Randall Fowler
  Richard H. Bachmann
 108




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##### Table of Contents



Robert G. Phillips
  O. S. Andras
 Charles E. McMahen
 Edwin E. Smith
 W. Matt Ralls
 109




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##### Table of Contents



Thurmon Andress
 Michael J. Knesek
 
 Item 11. Executive Compensation .
 Executive Officer Compensation
  Relationship with EPCO and
affiliates  Administrative Services Agreement
 Summary Compensation Table
  110




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##### Table of Contents



Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unit
    
    Option
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)(5)
    
    ($)EPE Holdings:Michael A. Creel, CEO (1)
    
    
    2006
    
    
    $
    336,600
    
    
    $
    137,500
    
    
    $
    333,984
    
    
    $
    25,975
    
    
    $
    78,521
    
    
    $
    912,580W. Randall Fowler, CFO (1)
    
    
    2006
    
    
    $
    237,463
    
    
    $
    77,000
    
    
    $
    191,262
    
    
    $
    15,666
    
    
    $
    44,188
    
    
    $
    565,579Enterprise Products GP:Robert G. Phillips, CEO
    
    
    2006
    
    
    $
    722,500
    
    
    $
    300,000
    
    
    $
    660,270
    
    
    $
    357,209
    
    
    $
    150,984
    
    
    $
    2,190,962James H. Lytal
    
    
    2006
    
    
    $
    367,500
    
    
    $
    187,500
    
    
    $
    455,462
    
    
    $
    47,227
    
    
    $
    101,639
    
    
    $
    1,159,327A.J. Teague
    
    
    2006
    
    
    $
    428,480
    
    
    $
    250,000
    
    
    $
    299,984
    
    
    $
    47,227
    
    
    $
    69,563
    
    
    $
    1,095,254
 
 (1)
    
    Amounts presented reflect compensation allocated to us based on the percentage of time each officer spent on our consolidated business activities during 2006, including the value of services each rendered to Enterprise
Products GP in their respective roles. Mr. Creel is the principal financial officer of Enterprise Products GP. Mr. Fowler is a senior vice president and the treasurer of Enterprise Products GP.(2)
    
    Amounts represent discretionary annual cash awards accrued for the year ended December 31, 2006. Payment of these amounts was made in February 2007.(3)
    
    Amounts represent expense recognized in accordance with SFAS 123(R) with respect to restricted unit and Employee Partnership awards for the year ended December 31, 2006.(4)
    
    Amounts represent expense recognized in accordance with SFAS 123(R) with respect to unit option awards for the year ended December 31, 2006.(5)
    
    Amounts primarily represent (i) matching contributions under funded, qualified, defined contribution retirement plans, (ii) quarterly distributions received from restricted unit awards and (iii) the imputed value of life
insurance premiums paid on behalf of the officer. Compensation Discussion and Analysis
    §
    
    Annual base salary;§
    
    Discretionary annual cash awards;§
    
    Awards under long-term incentive arrangements; and§    
    Other compensation, including very limited perquisites.
  111




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Summary of Long-Term Incentive Arrangements
    112




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##### Table of Contents



Grants of Plan-Based Awards in Fiscal Year 2006
 Summary of Long-Term Incentive Arrangements
 GrantExercise
    
    Date Fairor Base
    
    Value ofEstimated Future Payouts Under
    
    Price of
    
    Unit andEquity Incentive Plan Awards
    
    Option
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Awards
    
    AwardsName
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    ($/Unit)
    
    ($)(1)Restricted unit awards:Michael A. Creel
    
    
    5/1/2006
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    $
    151,217W. Randall Fowler
    
    
    5/1/2006
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    $
    151,217Robert G. Phillips
    
    
    5/1/2006
    
    
    
    
    
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    $
    549,881James H. Lytal
    
    
    5/1/2006
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    $
    274,940A. J. Teague
    
    
    5/1/2006
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    $
    274,940Unit option awards:Michael A. Creel
    
    
    5/1/2006
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    24.85
    
    
    $
    45,233W. Randall Fowler
    
    
    5/1/2006
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    24.85
    
    
    $
    45,233Robert G. Phillips
    
    
    5/1/2006
    
    
    
    
    
    
    
    80,000
    
    
    
    
    
    
    $
    24.85
    
    
    $
    164,483James H. Lytal
    
    
    5/1/2006
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    24.85
    
    
    $
    82,241A. J. Teague
    
    
    5/1/2006
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    $
    24.85
    
    
    $
    82,241
 
 (1)
    
    Amounts presented reflect that portion of grant date fair value allocable to us based on the percentage of time each officer
spent on our consolidated business activities during 2006. Based on current allocations, we estimate that the consolidated
compensation expense we record for each named executive officer with respect to these awards will equal these amounts over time.
For the period in which these awards were outstanding during 2006, we recognized a total of $323 thousand of consolidated
compensation expense for these awards. The remaining portion of grant date fair value will be recognized as expense in future
periods.   113




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Outstanding Equity Awards at 2006 Fiscal Year-End
  Option Awards
    
    Unit AwardsNumber of Units
    
    
    
    
    
    
    
    
    
    Number
    
    MarketUnderlying
    
    Option
    
    
    
    
    
    of Units
    
    Value of UnitsOptions
    
    Exercise
    
    Option
    
    That Have
    
    That HaveUnexercisable
    
    Price
    
    Expiration
    
    Not Vested
    
    Not VestedName
    
    (#)
    
    ($/Unit)
    
    Date
    
    (#)
    
    ($)Michael A. Creel :May 10, 2004 option award (1)
    
    
    35,000
    
    
    $
    20.00
    
    
    
    5/10/2014August 4, 2005 option award (2)
    
    
    35,000
    
    
    $
    26.47
    
    
    
    8/4/2015May 1, 2006 option award (3)
    
    
    40,000
    
    
    $
    24.85
    
    
    
    5/1/2016Restricted unit awards (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,553
    
    
    $
    2,218,506Employee Partnership award (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,098
    
    
    $
    1,038,794W. Randall Fowler:May 10, 2004 option award (1)
    
    
    10,000
    
    
    $
    20.00
    
    
    
    5/10/2014August 4, 2005 option award (2)
    
    
    25,000
    
    
    $
    26.47
    
    
    
    8/4/2015May 1, 2006 option award (3)
    
    
    40,000
    
    
    $
    24.85
    
    
    
    5/1/2016Restricted unit awards (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,777
    
    
    $
    1,210,697Employee Partnership award (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,872
    
    
    $
    697,693Robert G. PhillipsSeptember 30, 2004 option award
    
    
    500,000
    
    
    $
    23.18
    
    
    
    9/30/2014August 4, 2005 option award (2)
    
    
    70,000
    
    
    $
    26.47
    
    
    
    8/4/2015May 1, 2006 option award (3)
    
    
    80,000
    
    
    $
    24.85
    
    
    
    5/1/2016Restricted unit awards (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,553
    
    
    $
    2,508,306Employee Partnership award (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,098
    
    
    $
    1,038,794James H. Lytal:September 30, 2004 option award
(4)
    
    
    35,000
    
    
    $
    23.18
    
    
    
    9/30/2014August 4, 2005 option award (2)
    
    
    35,000
    
    
    $
    26.47
    
    
    
    8/4/2015May 1, 2006 option award (3)
    
    
    40,000
    
    
    $
    24.85
    
    
    
    5/1/2016Restricted unit awards (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,532
    
    
    $
    1,725,237Employee Partnership award (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,872
    
    
    $
    697,693A.J. Teague:May 10, 2004 option award (1)
    
    
    35,000
    
    
    $
    20.00
    
    
    
    5/10/2014August 4, 2005 option award (2)
    
    
    35,000
    
    
    $
    26.47
    
    
    
    8/4/2015May 1, 2006 option award (3)
    
    
    40,000
    
    
    $
    24.85
    
    
    
    5/1/2016Restricted unit awards (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,000
    
    
    $
    985,320Employee Partnership award (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,872
    
    
    $
    697,693
 
 (1)
    
    These awards vest on May 10, 2008.(2)
    
    These awards vest on August 4, 2009.(3)
    
    These awards vest on May 1, 2010.(4)
    
    This award vests on September 30, 2008.(5)
    
    The total number of nonvested restricted units held by our named executive officers at December 31, 2006 was 298,415. Of this amount,
26,500 vest on May 28, 2008, 12,000 vest on September 30, 2008, 131,915 vest on October 12, 2008, 56,000 vest on August 4, 2009 and 72,000
vest on May 1, 2010. The estimated market value of these nonvested restricted units is based on a closing price of $28.98 per unit on
December 29, 2006.(6)
    
    These awards vest on August 30, 2010. See Summary of Long-Term Incentive Arrangements  Employee Partnership awards for additional
information regarding these awards. 114




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##### Table of Contents



Summary of Long-Term Incentive Arrangements
 Restricted unit awards
 Unit option awards
 Employee Partnership awards
 Relationship with EPCO and its other affiliates 
Relationship with Employee Partnerships
 Option Exercises and Stock Vested Table
  115




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##### Table of Contents



Director Compensation
  Fees Earnedor Paid
    
    Unit
    
    Optionin Cash
    
    Awards
    
    Awards
    
    TotalName
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)W. Matt Ralls
    
    $
    50,472
    
    
    
    
    
    
    $
    9,159
    (2)
    
    $
    59,631Charles E. McMahen
    
    $
    57,500
    
    
    
    
    
    
    $
    9,159
    (3)
    
    $
    66,659Edwin E. Smith
    
    $
    50,917
    
    
    
    
    
    
    $
    9,159
    (4)
    
    $
    60,076Thurmon Andress
    
    $
    12,500
    
    
    
    
    
    
    $
    6,759
    (5)
    
    $
    19,259
 
 (1)
    
    Amounts presented reflect compensation expense for EPE Holdings related to the unit appreciation rights (UARs) granted
during 2006.(2)
    
    At December 31, 2006, the fair value of UARs granted to Mr. Ralls was $195 thousand.(3)
    
    At December 31, 2006, the fair value of UARs granted to Mr. McMahen was $195 thousand.(4)
    
    At December 31, 2006, the fair value of UARs granted to Mr. Smith was $195 thousand.(5)
    
    At December 31, 2006, the fair value of UARs granted to Mr. Andress was $202 thousand.  Independent Director Compensation
  Cash Compensation
 §
    
    Each independent director receives $75,000 in cash annually.§
    
    If the individual serves as chairman of a committee of the Board, then he receives an
additional $15,000 in cash annually.
 Equity-Based Compensation
  116




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Unitholder Matters.
 Security Ownership of Certain Beneficial Owners
  Amount andNature ofTitle of
    
    Name and Address
    
    Beneficial
    
    PercentClass
    
    of Beneficial Owner
    
    Ownership
    
    of ClassUnits
    
    Dan L. Duncan
    
    
    77,102,728
    (1)
    
    
    86.8
    %1100 Louisiana Street, 10th FloorHouston, Texas 77002
 
 (1)
    
    For a detailed listing of ownership amounts that comprise Mr. Duncans total beneficial ownership of our
units, see the table presented in the following section, Security Ownership of Management, within this Item
12 . Security Ownership of Management
 Enterprise GP Holdings L.P. and EPE Holdings L.P.
  §
    
    each of our named executive officers;§
    
    all of the current directors of EPE Holdings; and§
    
    all of the current directors and executive officers of EPE Holdings as a group.
 117




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##### Table of Contents



th
 Limited Partner Ownership Interests InEnterprise Products Partners
    
    Enterprise GP HoldingsAmount and
    
    
    
    
    
    Amount andNature Of
    
    
    
    
    
    Nature OfName of
    
    Beneficial
    
    Percent of
    
    Beneficial
    
    Percent ofBeneficial Owner
    
    Ownership
    
    Class
    
    Ownership
    
    ClassDan L. Duncan:Units owned by EPCO:Through DFI Delaware Holdings, L.P.
    
    
    120,044,779
    
    
    
    27.8
    %
    
    
    
    
    
    
    Through Duncan Family Interests, Inc.
    
    
    
    
    
    
    
    
    
    
    71,271,231
    
    
    
    80.2
    %Through Enterprise GP Holdings L.P.
    
    
    13,454,498
    
    
    
    3.1
    %
    
    
    
    
    
    
    EPCO (direct)
    
    
    41,500
    
    
    
    *
    
    
    
    
    
    
    
    Units owned by Dan Duncan LLC (1)
    
    
    
    
    
    
    
    
    
    
    3,726,273
    
    
    
    4.2
    %Units owned by EPE Unit I (2)
    
    
    
    
    
    
    
    
    
    
    1,821,428
    
    
    
    2.1
    %Units owned by EPE Unit II (2)
    
    
    
    
    
    
    
    
    
    
    40,725
    
    
    
    *Units owned by trusts (3)
    
    
    12,566,645
    
    
    
    2.9
    %
    
    
    243,071
    
    
    
    *Units owned personally
    
    
    900,024
    
    
    
    *
    
    
    
    
    
    
    
    Total for Dan L. Duncan
    
    
    147,007,446
    
    
    
    34.0
    %
    
    
    77,102,728
    
    
    
    86.8
    %Michael A. Creel (4)
    
    
    114,828
    
    
    
    *
    
    
    
    35,000
    
    
    
    *W. Randall Fowler (4)
    
    
    60,057
    
    
    
    *
    
    
    
    3,000
    
    
    
    *Richard H. Bachmann
    
    
    116,252
    
    
    
    *
    
    
    
    20,469
    
    
    
    *Robert G. Phillips (4,5)
    
    
    130,702
    
    
    
    *
    
    
    
    75,000
    
    
    
    *O.S. Andras (6)
    
    
    3,676,525
    
    
    
    *
    
    
    
    178,571
    
    
    
    *W. Matt Ralls
    
    
    5,099
    
    
    
    *
    
    
    
    
    
    
    
    Charles E. McMahen
    
    
    
    
    
    
    
    
    
    
    10,167
    
    
    
    *Edwin W. Smith
    
    
    98,828
    
    
    
    *
    
    
    
    20,800
    
    
    
    *Thurmon Andress
    
    
    400
    
    
    
    *
    
    
    
    9,400
    
    
    
    *James H. Lytal (4)
    
    
    76,825
    
    
    
    *
    
    
    
    5,000
    
    
    
    *A. J. Teague (4)
    
    
    164,547
    
    
    
    *
    
    
    
    17,000
    
    
    
    *All current directors and executive officers of EPE Holdings,
as a group (11 individuals in total) (7)
    
    
    151,561,295
    
    
    
    35.0
    %
    
    
    77,511,135
    
    
    
    87.2
    %
 
 *
    
    The beneficial ownership of each individual is less than 1% of the registrants units outstanding.(1)
    
    Dan Duncan LLC acquired beneficial ownership of these units in connection with the formation and initial public offering of Enterprise GP Holdings. Dan Duncan LLC
is owned by Mr. Duncan.(2)
    
    As a result of EPCOs ownership of the general partners of the Employee Partnerships, Mr. Duncan is deemed beneficial owner of the units held by these entities.(3)
    
    In addition to the units owned by EPCO, Mr. Duncan is deemed to be the beneficial owner of the common units owned by the Duncan Family 1998 Trust and the Duncan
Family 2000 Trust, the beneficiaries of which are the shareholders of EPCO.(4)
    
    These individuals are our named executive officers for 2006.(5)
    
    The number of Enterprise Products Partners common units shown for Mr. Phillips includes 5,132 common units held by trusts for which he has disclaimed beneficial
ownership.(6)
    
    The number of Enterprise Products Partners units shown for Mr. Andras includes 200,000 units held by trusts for which he has disclaimed beneficial ownership.(7)
    
    Cumulatively, this groups beneficial ownership amount
includes 10,000 options to acquire Enterprise Products Partners common units that were issued under the 1998
Plan. These options are exercisable within 60 days of the filing date of this report. 118




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Duncan Energy Partners L.P.
 Recent
Developments
  Duncan Energy PartnersAmountAnd Nature OfName of
    
    Beneficial
    
    Percent ofBeneficial Owner
    
    Ownership
    
    ClassDan L. Duncan, through the Operating Partnership (1)
    
    
    5,371,571
    
    
    
    26.4
    %Richard H. Bachmann (2)
    
    
    10,000
    
    
    
    *Michael A. Creel (3)
    
    
    7,500
    
    
    
    *W. Randall Fowler
    
    
    2,000
    
    
    
    *Robert G. Phillips
    
    
    7,500
    
    
    
    *Charles E. McMahen
    
    
    20,000
    
    
    
    *Edwin W. Smith
    
    
    19,000
    
    
    
    *Thurmon Andress
    
    
    3,200
    
    
    
    *All current directors and executive officers of
EPE Holdings, as a group (11 individuals in total)
    
    
    5,441,371
    
    
    
    26.8
    %
 
 *
    
    The beneficial ownership of each individual is less than 1% of the registrants units outstanding.(1)
    
    The number of common units shown for Dan L. Duncan represents the final amount of common units issued to the Operating Partnership of
Enterprise Products Partners in connection with its contribution of equity interests to Duncan Energy Partners on February 5, 2007.(2)
    
    Mr. Bachmann is the chief executive officer of Duncan Energy Partners.(3)
    
    Mr. Creel is the chief financial officer of Duncan Energy Partners. Securities Authorized for Issuance Under Equity Compensation Plans
 Enterprise GP Holdings
 119




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##### Table of Contents



Number ofunitsremainingavailable forfuture issuanceNumber of
    
    
    
    
    
    under equityunits to
    
    Weighted-
    
    compensationbe issued
    
    average
    
    plans (excludingupon exercise
    
    Exercise price
    
    securitiesof outstanding
    
    of outstanding
    
    reflected inPlan Category
    
    awards
    
    awards
    
    column (a)(a)
    
    (b)
    
    (c)Equity compensation plans approved by unitholders:2005 Plan
    
    
    
    
    
    
    
    
    
    
    130,000Equity compensation plans not approved by EPD unitholders:None.
    
    
    
    
    
    
    
    
    
    
    Total for equity compensation plans
    
    
    
    
    
    
    
    
    
    
    130,000
   Enterprise Products Partners
 Number ofunitsRemainingavailable forNumber of
    
    
    
    
    
    future issuanceunits to
    
    Weighted-
    
    under equitybe issued
    
    average
    
    Compensationupon exercise
    
    exercise price
    
    Plans (excludingof outstanding
    
    of outstanding
    
    Securitiescommon unit
    
    common unit
    
    reflected inPlan Category
    
    options
    
    options
    
    column (a))(a)
    
    (b)
    
    (c)Equity compensation plans approved by unitholders:Units 1998 Plan
    
    
    2,416,000
    (1)
    
    $
    23.32
    
    
    
    2,025,443Equity compensation plans not approved by unitholders:None.Total for equity compensation plans
    
    
    2,416,000
    (1)
    
    $
    23.32
    
    
    
    2,025,443
 
 (1)
    
    Of the 2,416,000 unit options outstanding at December 31, 2006, 591,000 were immediately exercisable and an additional 785,000, 450,000, and
590,000 options are exercisable in 2008, 2009 and 2010, respectively.  120




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Item 13. Certain Relationships and Related Transactions, and Director Independence .
   Relationship with Enterprise Products Partners
  Relationship with EPCO and its other affiliates
  §
    
    EPCO and its consolidated private company subsidiaries;§
    
    EPE Holdings, our general partner;§
    
    Duncan Energy Partners, which is a public company subsidiary of Enterprise Products
Partners;§
    
    TEPPCO and TEPPCO GP, which are controlled by affiliates of EPCO; and§
    
    the Employee Partnerships.
     121




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Relationship with Duncan Energy Partners
   122




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Recent Developments
 Omnibus Agreement
 §
    
    indemnification for certain environmental liabilities, tax liabilities and right-of-way defects;§
    
    reimbursement of certain expenditures for South Texas NGL and Mont Belvieu Caverns;§
    
    a right of first refusal to the Operating Partnership on the equity interests in the
current and future subsidiaries of Duncan Energy Partners and a right of first refusal on
the material assets of these entities, other than sales of inventory and other assets in
the ordinary course of business; and§
    
    a preemptive right with respect to equity securities issued by certain of Duncan Energy
Partners subsidiaries, other than as consideration in an acquisition or in connection
with a loan or debt financing.
 Indemnification for Environmental and Related Liabilities .
 §
    
    certain defects in the easement rights or fee ownership interests in and to the lands
on which any assets contributed to Duncan Energy Partners on February 5, 2007 are located;§
    
    failure to obtain certain consents and permits necessary for Duncan Energy Partners to
conduct its business that arise within three years after February 5, 2007; and§
    
    certain income tax liabilities related to the operation of the assets contributed to
Duncan Energy Partners attributable to periods prior to February 5, 2007.
 Reimbursement for Certain Expenditures .
 123




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##### Table of Contents



Relationship with TEPPCO
   Purchase of Pioneer plant from TEPPCO .
 Jonah Joint Venture with TEPPCO .
    124




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Purchase of Houston-area pipelines from TEPPCO .
 Purchase and lease of pipelines for DEP South Texas NGL Pipeline System from TEPPCO
 Relationship with Employee Partnerships
 EPE Unit I
  125




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§
    
    Distributions of Cashflow Each quarter, 100% of the cash distributions received by
EPE Unit I from us will be distributed to the Class A limited partner until Duncan Family
Interests has received an amount equal to the Class A preferred return (as defined below),
and any remaining distributions received by EPE Unit I will be distributed to the Class B
limited partners. The Class A preferred return equals 1.5625% per quarter, or 6.25% per
annum, of the Class A limited partners capital base. The Class A limited partners
capital base equals $51 million plus any unpaid Class A preferred return from prior
periods, less any distributions made by EPE Unit I of proceeds from the sale of our units
owned by EPE Unit I (as described below).§
    
    Liquidating Distributions Upon liquidation of EPE Unit I, units having a fair market
value equal to the Class A limited partner capital base will be distributed to Duncan
Family Interests, plus any accrued Class A preferred return for the quarter in which
liquidation occurs. Any remaining units will be distributed to the Class B limited
partners.§
    
    Sale Proceeds If EPE Unit I sells any of the 1,821,428 of our units that it owns, the
sale proceeds will be distributed to the Class A limited partner and the Class B limited
partners in the same manner as liquidating distributions described above.
    126




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##### Table of Contents



EPE Unit II.
   EPCO Administrative Services Agreement
  §
    
    EPCO will provide selling, general and administrative services, and management and
operating services, as may be necessary to manage and operate our business, properties and
assets (in accordance with prudent industry practices). EPCO will employ or otherwise
retain the services of such personnel as may be necessary to provide such services.§
    
    We are required to reimburse EPCO for its services in an amount equal to the sum of all
costs and expenses incurred by EPCO which are directly or indirectly related to our
business or activities (including expenses reasonably allocated to us by EPCO). In
addition, we have agreed to pay all sales, use, and excise, value added or similar taxes,
if any, that may be applicable from time to time in respect of the services provided to us
by EPCO.§
    
    EPCO will allow us to participate as named insureds in its overall insurance program
with the associated premiums and other costs being allocated to us.
    127




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##### Table of Contents



§
    
    If a business opportunity to acquire equity securities (as defined)is presented to
the EPCO Group, Enterprise Products Partners and its general partner, Duncan Energy
Partners, its general partner and its operating partnership, or us and our general
partner, then we will have the first right to pursue such opportunity. The term equity
securities is defined to include:
 §
    
    general partner interests (or securities which have characteristics similar to
general partner interests) and incentive distribution rights or similar rights in
publicly traded partnerships or interests in persons that own or control such
general partner or similar interests (collectively, GP Interests) and securities
convertible, exercisable, exchangeable or otherwise representing ownership or control
of such GP Interests; and§
    
    incentive distribution rights and limited partner interests (or securities which
have characteristics similar to incentive distribution rights or limited partner
interests) in publicly traded partnerships or interest in persons that own or
control such limited partner or similar interests (collectively, non-GP Interests);
provided that such non-GP Interests are associated with GP Interests and are owned by
the owners of GP Interests or their respective affiliates.
 We will be presumed to desire to acquire the equity securities until such time as EPE
Holdings advises the EPCO Group, Enterprise Products GP and DEP Holdings that we have
abandoned the pursuit of such business opportunity. In the event that the purchase price
of the equity securities is reasonably likely to equal or exceed $100 million, the decision
to decline the acquisition will be made by the chief executive officer of EPE Holdings
after consultation with and subject to the approval of the ACG Committee of EPE Holdings.
If the purchase price is reasonably likely to be less than such threshold amount, the chief
executive officer of EPE Holdings may make the determination to decline the acquisition
without consulting the ACG Committee of EPE Holdings.In the event that we abandon the acquisition and so notify the EPCO Group, Enterprise
Products GP and DEP Holdings, Enterprise Products Partners will have the second right to
pursue such acquisition either for it or, if desired by Enterprise Products Partners in
its sole discretion, for the benefit of Duncan Energy Partners. In the event that
Enterprise Products Partners affirmatively directs the opportunity to Duncan Energy
Partners, Duncan Energy Partners may pursue such acquisition. Enterprise Products Partners
will be presumed to desire to acquire the equity securities until such time as Enterprise
Products GP advises the EPCO Group and DEP Holdings that Enterprise Products Partners has
abandoned the pursuit of such acquisition. In determining whether or not to pursue the
acquisition of the equity securities, Enterprise Products Partners will follow the same
procedures applicable to us, as described above but utilizing Enterprise Products GPs
chief executive officer and ACG Committee. In the event Enterprise Products Partners
abandons the acquisition opportunity for the equity securities and so notifies the EPCO
Group and DEP Holdings, the EPCO Group may pursue the acquisition or offer the opportunity
to EPCO Holdings or TEPPCO, TEPPCO GP or their controlled affiliates, in either case,
without any further obligation to any other party or offer such opportunity to other
affiliates.
 128




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##### Table of Contents



§
    
    If any business opportunity not covered by the preceding bullet point (i.e. not
involving equity securities) is presented to the EPCO Group, Enterprise Products GP, EPE
Holdings or us, Duncan Energy Partners, DEP Holdings and Enterprise Products Partners will
have the first right to pursue such opportunity or, if desired by Enterprise Products
Partners in its sole discretion, for the benefit of Duncan Energy Partners. Enterprise
Products Partners will be presumed to desire to pursue the business opportunity until such
time as Enterprise Products GP advises the EPCO Group, EPE Holdings and DEP Holdings that
Enterprise Products Partners has abandoned the pursuit of such business opportunity.In the event the purchase price or cost associated with the business opportunity is
reasonably likely to equal or exceed $100 million, any decision to decline the business
opportunity will be made by the chief executive officer of Enterprise Products GP after
consultation with and subject to the approval of the ACG Committee of Enterprise Products
GP. If the purchase price or cost is reasonably likely to be less than such threshold
amount, the chief executive officer of Enterprise Products GP may make the determination to
decline the business opportunity without consulting Enterprise Products GPs ACG Committee.
In the event that Enterprise Products Partners affirmatively directs the business
opportunity to Duncan Energy Partners, Duncan Energy Partners may pursue such business
opportunity. In the event that Enterprise Products Partners abandons the business
opportunity for itself and for Duncan Energy Partners and so notifies the EPCO Group, EPE
Holdings and DEP Holdings, we will have the second right to pursue such business
opportunity, and will be presumed to desire to do so, until such time as EPE Holdings shall
have determined to abandon the pursuit of such opportunity in accordance with the
procedures described above, and shall have advised the EPCO Group that we have abandoned
the pursuit of such acquisition.In the event that we abandon the acquisition and so notify the EPCO Group, the EPCO Group
may either pursue the business opportunity or offer the business opportunity to EPCO
Holdings or TEPPCO, TEPPCO GP and their controlled affiliates without any further
obligation to any other party or offer such opportunity to other affiliates.
   Relationships with Unconsolidated Affiliates
  §
    
    We sell natural gas to Evangeline, which, in turn, uses the natural gas to satisfy
supply commitments it has with a major Louisiana utility. Revenues from Evangeline were
$277.7 million, $318.8 million and $233.9 million for the years ended December 31, 2006,
2005 and 2004. In addition, we furnished $1.1 million in letters of credit on behalf
of Evangeline at December 31, 2006.§
    
    We pay Promix for the transportation, storage and fractionation of NGLs. In addition,
we sell natural gas to Promix for its plant fuel requirements. Expenses with Promix were
$34.9 million, $26.0 million and $23.2 million for the years ended December 31, 2006, 2005
and 2004. Additionally, revenues from Promix were $21.8 million, $25.8 million and $18.6
million for the years ended December 31, 2006, 2005 and 2004.
 129




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##### Table of Contents



§
    
    We perform management services for certain of our unconsolidated affiliates. These
fees were $8.9 million, $8.3 million and $2.1 million for the years ended December 31,
2006, 2005 and 2004.
 Relationship with Shell
    Review and Approval of Transactions with Related Parties
    130




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##### Table of Contents



§
    
    Review a summary of the proposed transaction(s) that outlines (i) its terms and
conditions (explicit and implicit), (ii) a brief history of the transaction, and (iii) the
impact that the transaction will have on our unitholders and personnel, including earnings
per unit and distributable cash flow.§
    
    Review due diligence findings by management and make additional due diligence requests,
if necessary.§
    
    Engage third-party independent advisors, where necessary, to provide committee members
with comparable market values, legal advice and similar services directly related to the
proposed transaction.§
    
    Conduct interviews regarding the proposed transaction with the most knowledgeable
company officials to ensure that the committee members have all relevant facts before
rendering their judgment.
  Relationship with EPCO and affiliates  Administrative Services
Agreement
 131




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##### Table of Contents



Statement of Transactions with EPCO and Affiliates during 2006
  Revenues:Sales of NGL products
    
    $
    98,645Storage fees
    
    
    26Total revenues related to EPCO and affiliates
    
    $
    98,671Operating costs and expenses:Purchase of NGL products, including freight and storage
    
    $
    86,383Reimbursement of operating employee costs
    
    
    200,324Recognition of non-cash retained lease expense
    
    
    2,109Office space lease expense
    
    
    2,168Other
    
    
    20,553Total operating costs and expenses related to EPCO and affiliates
    
    
    311,537General and administrative costs:Reimbursement of overhead employee costs
    
    
    15,989Office space lease expense
    
    
    1,784Other
    
    
    23,929Total general and administrative costs related to EPCO and affiliates
    
    
    41,702Total costs and expenses related to EPCO and affiliates
    
    $
    353,239Cash distributions paid to EPCO by us and Enterprise Products Partners
    
    $
    306,499Non-cash expense amount recognized in connection with Employee Partnership equity awards
    
    $
    2,172
 132




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##### Table of Contents



Item 14. Principal Accountant Fees and Services .
  For Year Ended December 31,2006
    
    2005Enterprise GP Holdings L.P.Audit Fees (1)
    
    $
    245
    
    
    $
    867Audit-Related Fees (2)
    
    
    n/a
    
    
    
    n/aTax Fees (3)
    
    
    78
    
    
    
    9All Other Fees (4)
    
    
    n/a
    
    
    
    n/aEnterprise Products Partners L.P.Audit Fees (1)
    
    $
    5,563
    
    
    $
    4,892Audit-Related Fees (2)
    
    
    13
    
    
    
    14Tax Fees (3)
    
    
    319
    
    
    
    407All Other Fees (4)
    
    
    n/a
    
    
    
    n/a
 
 (1)
    
    Audit fees represent amounts billed for each of the years presented for professional services
rendered in connection with (i) the audit of our annual financial statements and internal controls over
financial reporting, (ii) the review of our quarterly financial statements or (iii) those services
normally provided in connection with statutory and regulatory filings or engagements including comfort
letters, consents and other services related to SEC matters. This information is presented as of the
latest practicable date for this annual report on Form 10-K.(2)
    
    Audit-related fees represent amounts we were billed in each of the years presented for assurance
and related services that are reasonably related to the performance of the annual audit or quarterly
reviews. This category primarily includes services relating to internal control assessments and
accounting-related consulting.(3)
    
    Tax fees represent amounts we were billed in each of the years presented for professional services
rendered in connection with tax compliance, tax advice, and tax planning. This category primarily
includes services relating to the preparation of unitholder annual K-1 statements, partnership tax
planning and property tax assistance.(4)
    
    All other fees represent amounts we were billed in each of the years presented for services not
classifiable under the other categories listed in the table above. No such services were rendered by
Deloitte & Touche during the last two years.    133




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules .
 (a)(1) Financial Statements
 Index to Financial
Statements
 (a)(2) Financial Statement Schedules
   (a)(3) Exhibits
 ExhibitNumber
    
    Exhibit*2.1
    
    Purchase and Sale Agreement between Coral Energy, LLC and
Enterprise Products Operating L.P. dated September 22, 2000
(incorporated by reference to Exhibit 10.1 to Enterprise
Products Partners Form 8-K filed September 26, 2000).2.2
    
    Purchase and Sale Agreement dated January 16, 2002 by and
between Diamond-Koch, L.P. and Diamond-Koch III, L.P. and
Enterprise Products Texas Operating L.P. (incorporated by
reference to Exhibit 10.1 to Enterprise Products Partners
Form 8-K filed February 8, 2002).2.3
    
    Purchase and Sale Agreement dated January 31, 2002 by and
between D-K Diamond-Koch, L.L.C., Diamond-Koch, L.P. and
Diamond-Koch III, L.P. as Sellers and Enterprise Products
Operating L.P. as Buyer (incorporated by reference to
Exhibit 10.2 to Enterprise Products Partners Form 8-K
filed February 8, 2002).2.4
    
    Purchase Agreement by and between E-Birchtree, LLC and
Enterprise Products Operating L.P. dated July 31, 2002
(incorporated by reference to Exhibit 2.2 to Enterprise
Products Partners Form 8-K filed August 12, 2002).2.5
    
    Purchase Agreement by and between E-Birchtree, LLC and
E-Cypress, LLC dated July 31, 2002 (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed August 12, 2002).2.6
    
    Merger Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products Management LLC,
GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed December
15, 2003).2.7
    
    Amendment No. 1 to Merger Agreement, dated as of August 31,
2004, by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products Management
LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed September
7, 2004).
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ExhibitNumber
    
    Exhibit*2.8
    
    Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 to Enterprise Products Partners Form 8-K filed
December 15, 2003).2.9
    
    Amendment No. 1 to Parent Company Agreement, dated as of
April 19, 2004, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed April 21, 2004).2.10
    
    Second Amended and Restated Limited Liability Company
Agreement of GulfTerra Energy Company, L.L.C., adopted by
GulfTerra GP Holding Company, a Delaware corporation, and
Enterprise Products GTM, LLC, a Delaware limited liability
company, as of December 15, 2003, (incorporated by
reference to Exhibit 2.3 to Enterprise Products Partners
Form 8-K filed December 15, 2003).2.11
    
    Amendment No. 1 to Second Amended and Restated Limited
Liability Company Agreement of GulfTerra Energy Company,
L.L.C. adopted by Enterprise Products GTM, LLC as of
September 30, 2004 (incorporated by reference to Exhibit
2.11 to Registration Statement on Enterprise Products
Partners Form S-4 Registration Statement, Reg. No.
333-121665, filed December 27, 2004).2.12
    
    Purchase and Sale Agreement (Gas Plants), dated as of
December 15, 2003, by and between El Paso Corporation, El
Paso Field Services Management, Inc., El Paso Transmission,
L.L.C., El Paso Field Services Holding Company and
Enterprise Products Operating L.P. (incorporated by
reference to Exhibit 2.4 to Enterprise Products Partners
Form 8-K filed December 15, 2003).3.1
    
    First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of August 29, 2005
(incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of August 29, 2005
(incorporated by reference to Exhibit 3.2 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).3.3
    
    Certificate of Limited Partnership of Enterprise GP
Holdings L.P. (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed July 21,
2005).3.4
    
    Certificate of Formation of EPE Holdings, LLC (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
Enterprise GP Holdings Form S-1 Registration Statement,
Reg. No. 333-124320, filed July 21, 2005).3.5
    
    Fifth Amended and Restated Agreement of Limited Partnership
of Enterprise Products Partners L.P., dated effective as of
August 8, 2005 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed August 10,
2005).3.6
    
    Third Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
August 29, 2005 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed September
1, 2005).3.7
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).3.10
    
    Certificate of Limited Partnership of Duncan Energy
Partners L.P., a wholly owned subsidiary of Enterprise
Products Partners (incorporated by reference to Exhibit 3.1
to Duncan Energy Partners L.P. Form S-1 Registration
Statement, Reg. No. 333-138371, filed November 2, 2006).4.1
    
    Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and First Union National Bank,
as Trustee (incorporated by reference to Exhibit 4.1 to
Enterprise Products Partners Form 8-K filed March 10,
2000).
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ExhibitNumber
    
    Exhibit*4.2
    
    First Supplemental Indenture dated as of January 22, 2003,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Enterprise Products Partners Form S-4, Reg.
No. 333-102776, filed January 28, 2003).4.3
    
    Global Note representing $350 million principal amount of
6.375% Series B Senior Notes due 2013 with attached
Guarantee (incorporated by reference to Exhibit 4.4 to
Enterprise Products Partners Registration Statement on
Form S-4, Reg. No. 333-102776, filed January 28, 2003).4.4
    
    Second Supplemental Indenture dated as of February 14,
2003, among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Enterprise
Products Partners Form 10-K filed March 31, 2003).4.5
    
    Global Note representing $500 million principal amount of
6.875% Series B Senior Notes due 2033 with attached
Guarantee (incorporated by reference to Exhibit 4.8 to
Enterprise Products Partners Form 10-K filed March 31,
2003).4.6
    
    Global Notes representing $450 million principal amount of
7.50% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
January 25, 2001).4.7
    
    Specimen Unit certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to Enterprise GP Holdings
Form S-1 Registration Statement, Reg. No. 333-124320, filed
August 11, 2005).4.8
    
    Contribution Agreement dated September 17, 1999
(incorporated by reference to Exhibit B to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.9
    
    Registration Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit E to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.10
    
    Unitholder Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit C to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.11
    
    Amendment No. 1, dated September 12, 2003, to Unitholder
Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed September 15, 2003).4.12
    
    Agreement dated as of March 4, 2005 among Enterprise
Products Partners L.P., Shell US Gas & Power LLC and Kayne
Anderson MLP Investment Company (incorporated by reference
to Exhibit 4.31 to Enterprise Products Partners Form S-3
Registration Statement, Reg. No. 333-123150, filed March 4,
2005).4.13
    
    $750 Million Multi-Year Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citibank, N.A. and
JPMorgan Chase Bank, as Co-Syndication Agents, and Mizuho
Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia, as Co-Documentation Agents (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.14
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.13, above (incorporated by
reference to Exhibit 4.2 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.15
    
    First Amendment dated October 5, 2005, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 8-K filed
on October 7, 2005).4.16
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets,
 136




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##### Table of Contents



ExhibitNumber
    
    Exhibit*LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Book Runners (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.17
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.16, above (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.18
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.19
    
    First Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.20
    
    Second Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.21
    
    Third Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.4 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.22
    
    Fourth Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.5 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.23
    
    Global Note representing $500 million principal amount of
4.000% Series B Senior Notes due 2007 with attached
Guarantee (incorporated by reference to Exhibit 4.14 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.24
    
    Global Note representing $500 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.17 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.25
    
    Global Note representing $150 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.18 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.26
    
    Global Note representing $350 million principal amount of
6.650% Series B Senior Notes due 2034 with attached
Guarantee (incorporated by reference to Exhibit 4.19 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.27
    
    Global Note representing $500 million principal amount of
4.625% Series B Senior Notes due 2009 with attached
Guarantee (incorporated by reference to Exhibit 4.27 to
Enterprise Products Partners Form 10-K for the year ended
December 31, 2004 filed on March 15, 2005).4.28
    
    Fifth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.29
    
    Sixth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.30
    
    Global Note representing $250,000,000 principal amount of
5.00% Series B Senior Notes due 2015 with attached
Guarantee (incorporated by reference to Exhibit 4.31 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.31
    
    Global Note representing $250,000,000 principal amount of
5.75% Series B Senior Notes due 2035 with attached
Guarantee (incorporated by reference to Exhibit 4.32 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).
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ExhibitNumber
    
    Exhibit*4.32
    
    Registration Rights Agreement dated as of March 2, 2005,
among Enterprise Products Partners, L.P., Enterprise
Products Operating L.P. and the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 8-K filed on March 3,
2005).4.33
    
    Assumption Agreement dated as of September 30, 2004 between
Enterprise Products Partners L.P. and GulfTerra Energy
Partners, L.P. relating to the assumption by Enterprise of
GulfTerras obligations under the GulfTerra Series F2
Convertible Units (incorporated by reference to Exhibit 4.4
to Enterprise Products Partners Form 8-K/A-1 filed on
October 5, 2004).4.34
    
    Statement of Rights, Privileges and Limitations of Series F
Convertible Units, included as Annex A to Third Amendment
to the Second Amended and Restated Agreement of Limited
Partnership of GulfTerra Energy Partners, L.P., dated May
16, 2003 (incorporated by reference to Exhibit 3.B.3 to
Current Report on Form 8-K of GulfTerra Energy Partners,
L.P., file no. 001-11680, filed with the Commission on May
19, 2003).4.35
    
    Unitholder Agreement between GulfTerra Energy Partners,
L.P. and Fletcher International, Inc. dated May 16, 2003
(incorporated by reference to Exhibit 4.L to Current Report
on Form 8-K of GulfTerra Energy Partners, L.P., file no.
001-11680, filed with the Commission on May 19, 2003).4.36
    
    Indenture dated as of May 17, 2001 among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the
Subsidiary Guarantors named therein and the Chase Manhattan
Bank, as Trustee (filed as Exhibit 4.1 to GulfTerras
Registration Statement on Form S-4 filed June 25, 2001,
Registration Nos. 333-63800 through 333-63800-20); First
Supplemental Indenture dated as of April 18, 2002 (filed as
Exhibit 4.E.1 to GulfTerras 2002 First Quarter Form 10-Q);
Second Supplemental Indenture dated as of April 18, 2002
(filed as Exhibit 4.E.2 to GulfTerras 2002 First Quarter
Form 10-Q); Third Supplemental Indenture dated as of
October 10, 2002 (filed as Exhibit 4.E.3 to GulfTerras
2002 Third Quarter Form 10-Q); Fourth Supplemental
Indenture dated as of November 27, 2002 (filed as Exhibit
4.E.1 to GulfTerras Current Report on Form 8-K dated March
19, 2003); Fifth Supplemental Indenture dated as of January
1, 2003 (filed as Exhibit 4.E.2 to GulfTerras Current
Report on Form 8-K dated March 19, 2003); Sixth
Supplemental Indenture dated as of June 20, 2003 (filed as
Exhibit 4.E.1 to GulfTerras 2003 Second Quarter Form 10-Q,
file no. 001-11680).4.37
    
    Seventh Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.E.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.38
    
    Indenture dated as of November 27, 2002 by and among
GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee (filed as Exhibit 4.1 to
GulfTerras Current Report of Form 8-K dated December 11,
2002); First Supplemental Indenture dated as of January 1,
2003 (filed as Exhibit 4.1.1 to GulfTerras Current Report
on Form 8-K dated March 19, 2003); Second Supplemental
Indenture dated as of June 20, 2003 (filed as Exhibit 4.1.1
to GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.39
    
    Third Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.1.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.40
    
    Indenture dated as of March 24, 2003 by and among GulfTerra
Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee dated as of March 24, 2003
(filed as Exhibit 4.K to GulfTerras Quarterly Report on
Form 10-Q dated May 15, 2003); First Supplemental Indenture
dated as of June 30, 2003 (filed as Exhibit 4.K.1 to
GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.41
    
    Second Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.K.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.42
    
    Amended and Restated Credit Agreement dated as of June 29,
2005, among Cameron Highway Oil Pipeline Company, the
Lenders party thereto, and SunTrust Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on July 1, 2005).4.43
    
    Seventh Supplemental Indenture dated as of June 1, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.46 to Enterprise Products
Partners Form 10-Q filed November 4, 2005).4.44
    
    Global Note representing $500,000,000 principal amount of
4.95% Senior Notes due 2010 with attached Guarantee
(incorporated by reference to Exhibit 4.47 to Enterprise
Products Partners Form 10-Q filed November 4, 2005).
 138




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ExhibitNumber
    
    Exhibit*4.45
    
    Note Purchase Agreement dated as of December 15, 2005 among
Cameron Highway Oil Pipeline Company and the Note
Purchasers listed therein (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
December 21, 2005.)4.46
    
    Credit Agreement, dated as of August 29, 2005, by and among
Enterprise GP Holdings L.P., the lenders party thereto,
Lehman Commercial Paper Inc., as Co-Administrative Agent,
Citicorp North America, Inc., as Co-Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent, and SunTrust
Bank, as Documentation Agent (incorporated by reference to
Exhibit 4.1 to Enterprise GP Holdings Form 8-K filed
September 1, 2005).4.47
    
    Amended and Restated Credit Agreement dated January 11,
2005 among Enterprise GP Holdings L.P., as the Borrower,
Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent,
Citibank N.A., as Issuing Bank, and the various other
lenders party thereto (incorporated by reference to Exhibit
4.1 to Enterprise GP Holdings Form 8-K filed January 13,
2006).4.48
    
    Second Amendment dated June 22,2006, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.6 to Form 10-Q filed August 8, 2006).4.49
    
    Third Amendment dated January 5, 2007, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD, SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.47 to Form 10-K filed February 28, 2007 by
Enterprise Products Partners).4.50
    
    Eighth Supplemental Indenture dated as of July 18, 2006 to
Indenture dated October 4, 2004 among Enterprise Products
Operating L.P., as issuer, Enterprise Products Partners
L.P., as parent guarantor, and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to
exhibit 4.2 to Form 8-K filed July 19, 2006).4.51
    
    Form of Junior Note, including Guarantee (incorporated by
reference to Exhibit 4.3 to Form 8-K file July 19, 2006).4.52
    
    Purchase Agreement, dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P. as Guarantor, and Enterprise Products Partners
L.P., as buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006).4.53
    
    Purchase Agreement dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P., as Guarantor, and Enterprise Products Partners
L.P., as Buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006 by Enterprise Products
Partners L.P.).10.1
    
    Transportation Contract between Enterprise Products
Operating L.P. and Enterprise Transportation Company dated
June 1, 1998 (incorporated by reference to Exhibit 10.3 to
Enterprise Products Partners Registration Statement on
Form S-1/A filed July 8, 1998).10.2
    
    Seventh Amendment to Conveyance of Gas Processing Rights,
dated as of April 1, 2004 among Enterprise Gas Processing,
LLC, Shell Oil Company, Shell Exploration & Production
Company, Shell Offshore Inc., Shell Consolidated Energy
Resources Inc., Shell Land & Energy Company, Shell Frontier
Oil & Gas Inc. and Shell Gulf of Mexico Inc. (incorporated
by reference to Exhibit 10.1 to Enterprise Products
Partners Form 8-K filed April 26, 2004).10.3***
    
    Enterprise Products 1998 Long-Term Incentive Plan, amended
and restated as of April 8, 2004 (incorporated by reference
to Appendix B to Notice of Written Consent dated April 22,
2004, filed April 22, 2004 by Enterprise Products
Partners).10.4***
    
    Form of Option Grant Award under 1998 Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.2 to
Enterprise Products Partners Form S-8 Registration
Statement, Reg. No. 333-115633, filed May 19, 2004).
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ExhibitNumber
    
    Exhibit*10.5***
    
    Form of Restricted Unit Grant under the Enterprise Products
1998 Long-Term Incentive Plan (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form S-8
Registration Statement, Reg. No. 333-115633, filed May 19,
2004).10.6***
    
    1998 Omnibus Compensation Plan of GulfTerra Energy
Partners, L.P., Amended and Restated as of January 1, 1999
(incorporated by reference to Exhibit 10.9 to Form 10-K for
the year ended December 31, 1998 of GulfTerra Energy
Partners, L.P., file no. 001-11680); Amendment No. 1, dated
as of December 1, 1999 (incorporated by reference to
Exhibit 10.8.1 to Form 10-Q for the quarter ended June 30,
2000 of GulfTerra Energy Partners, L.P., file no.
001-116800); Amendment No. 2 dated as of May 15, 2003
(incorporated by reference to Exhibit 10.M.1 to Form 10-Q
for the quarter ended June 30, 2003 of GulfTerra Energy
Partners, L.P., file no. 001-11680).10.7
    
    Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products
Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP
Holdings, LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC,
DEP Operating Partnership L.P., TEPPCO Partners, L.P.,
Texas Eastern Products Pipeline Company, LLC, TE Products
Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated
January 30, 2007, but effective as of February 5, 2007
(incorporated by reference to Exhibit 10 to Form 8-K filed
February 5, 2007 by Duncan Energy Partners).10.8
    
    Amendment No. 1 to the Fourth Amended and Restated
Administrative Services Agreement dated February 28, 2007
(incorporated by reference to Exhibit 10.8 to Form 10-K
filed February 28, 2007 by Enterprise Products Partners).10.9***
    
    EPE Unit L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.2 to Enterprise GP
Holdings Current Report on Form 8-K on September 1, 2005).10.10***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan (amended and restated) (incorporated by reference to Exhibit 10.1 to
Form 8-K filed on May 8, 2006).10.11***
    
    Form of Restricted Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.29 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.12***
    
    Form of Phantom Unit Grant under the Enterprise Products
Company 2005 EPE Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.30 to Amendment No. 3 to Enterprise
GP Holdings Form S-1 Registration Statement, Reg. No.
333-124320, filed on August 11, 2005).10.13
    
    Contribution, Conveyance and Assumption Agreement, dated as
of August 29, 2005, by and among Enterprise GP Holdings
L.P., EPE Holdings, LLC, Dan Duncan LLC, Duncan Family
Interests, Inc., DFI GP Holdings L.P. and DFI Holdings, LLC
(incorporated by reference to Exhibit 10.1 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).10.14
    
    $370 million note owed by Enterprise Products GP, LLC to
Dan Duncan LLC (incorporated by reference to Amendment No.
3 to Enterprise GP Holdings Form S-1 Registration
Statement, Reg. No. 333-124320, filed August 11, 2005).10.15
    
    $160 million note assumed by Enterprise GP Holdings L.P.
and payable to EPCO, Inc. (incorporated by reference to
Enterprise GP Holdings Form 10-Q filed November 4, 2005).10.16
    
    Unit Purchase Agreement dated August 23, 2005, between
Enterprise GP Holdings L.P. and EPE Unit L.P. (incorporated
by reference to Exhibit 1.2 to Enterprise GP Holdings Form
8-K filed September 1, 2005).10.17
    
    Omnibus Agreement, dated as of February 5, 2007 by and
among Enterprise Products Operating L.P. , DEP Holdings,
LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP
Operating Partnership, L.P., Enterprise Lou-Tex Propylene
Pipeline L.P., Sabine Propylene Pipeline L.P., Acadian Gas,
LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines,
LLC (incorporated by reference to Exhibit 10.19 to Form 8-K
filed February 5, 2007 by Duncan Energy Partners).10.18***
    
    Form of Unit Appreciation Right Grant (Enterprise Products GP, LLC Directors) based upon the
Enterprise Products Company EPE Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3
to Form 8-K filed on May 8, 2006).10.19***
    
    Form of Unit Appreciation Right
Grant (EPE Holdings, LLC Directors) under the Enterprise
Products Company 2005 EPE Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to
Form 8-K filed on May 8, 2006).12.1#
    
    Computation of ratio of earnings to fixed charges for each
of the five years ended December 31, 2006, 2005, 2004, 2003
and 2002.18.1
    
    Letter regarding Change in Accounting Principles dated May
4, 2004 (incorporated by reference to Exhibit 18.1 to
Enterprise Products Partners Form 10-Q filed May 10,
2004).21.1#
    
    List of subsidiaries as of February 28, 2007.23.1#
    
    Consent of Deloitte & Touche LLP.31.1#
    
    Sarbanes-Oxley Section 302 certification of Michael A.
Creel for Enterprise GP Holdings L.P. for the December 31,
2006 annual report on Form 10-K.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Enterprise GP Holdings L.P. for the December 31,
2006 annual report on Form 10-K.
 140




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##### Table of Contents



ExhibitNumber
    
    Exhibit*32.1#
    
    Section 1350 certification of Michael A. Creel for the
December 31, 2006 annual report on Form 10-K.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
December 31, 2006 annual report on Form 10-K.
 
 *
    
    With respect to exhibits incorporated by reference to Exchange Act filings, the Commission
file numbers for Enterprise GP Holdings L.P. and Enterprise Products Partners L.P. are 1-32610
and 1-14323, respectively.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 141




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##### Table of Contents



SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.
(A Delaware Limited Partnership)By:
    
    EPE Holdings, LLC, as general partnerBy:
    
    /s/ Michael J. Knesek
    
    Senior Vice President, Controller and Principal Accounting Officer of the general partnerMichael J. Knesek
  Signature
    
    Title (Position with EPE Holdings, LLC)/s/ Dan L. Duncan
    
    Director and ChairmanDan L. Duncan/s/ Michael A. Creel
    
    Director, President and Chief Executive OfficerMichael A. Creel/s/ Richard H. Bachmann
    
    Director, Executive Vice President, Chief Legal Officer and
SecretaryRichard H. Bachmann/s/ W. Randall Fowler
    
    Director, Senior Vice President and Chief Financial OfficerW. Randall Fowler/s/ Robert G. Phillips
    
    DirectorRobert G. Phillips/s/ O.S. Andras
    
    DirectorO.S. Andras/s/ Charles E. McMahen
    
    DirectorCharles E. McMahen/s/ Edwin E. Smith
    
    DirectorEdwin E. Smith/s/ W. Matt Ralls
    
    DirectorW. Matt Ralls/s/ Thurmon Andress
    
    DirectorThurmon Andress/s/ Michael J. Knesek
    
    Senior Vice President, Controller and Principal Accounting OfficerMichael J. Knesek
 142




---



##### 



ENTERPRISE GP HOLDINGS L.P.
 INDEX TO FINANCIAL STATEMENTS
 Page No.Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    
    F-3Statements of Consolidated Operations
for the Years Ended December 31, 2006, 2005 and 2004
    
    
    F-4Statements of Consolidated Comprehensive Income
for the Years Ended December 31, 2006, 2005 and 2004
    
    
    F-5Statements of Consolidated Cash Flows
for the Years Ended December 31, 2006, 2005 and 2004
    
    
    F-6Statements of Consolidated Partners Equity
for the Years Ended December 31, 2006, 2005 and 2004
    
    
    F-7Notes to Consolidated Financial StatementsNote 1 - Partnership Organization and Basis of Financial Statement Presentation
    
    
    F-8Note 2 - Summary of Significant Accounting Policies
    
    
    F-12Note 3 - Recent Accounting Developments
    
    
    F-21Note 4 - Revenue Recognition
    
    
    F-22Note 5 - Accounting for Equity Awards
    
    
    F-25Note 6 - Employee Benefit Plans
    
    
    F-30Note 7 - Financial Instruments
    
    
    F-31Note 8 - Cumulative Effect of Changes in Accounting Principles
    
    
    F-35Note 9 - Inventories
    
    
    F-38Note 10 - Property, Plant and Equipment
    
    
    F-39Note 11 - Investments In and Advances to Unconsolidated Affiliates
    
    
    F-41Note 12 - Business Combinations
    
    
    F-46Note 13 - Intangible Assets and Goodwill
    
    
    F-51Note 14 - Debt Obligations
    
    
    F-54Note 15 - Partners Equity and Distributions
    
    
    F-60Note 16 - Business Segments
    
    
    F-62Note 17 - Related Party Transactions
    
    
    F-65Note 18 - Provision for Income Taxes
    
    
    F-76Note 19 - Earnings Per Unit
    
    
    F-78Note 20 - Commitments and Contingencies
    
    
    F-79Note 21 - Significant Risks and Uncertainties
    
    
    F-83Note 22 - Supplemental Cash Flow Information
    
    
    F-86Note 23 - Quarterly Financial Information (Unaudited)
    
    
    F-87Note 24 - Condensed Financial Information of Operating Partnership
    
    
    F-88Note 25 - Subsequent Events
    
    
    F-89
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated
Framework
  
 F-2




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,221
    
    
    $
    42,650Restricted cash
    
    
    23,667
    
    
    
    14,952Accounts and notes receivable  trade, net of allowance for doubtful accounts
of $23,406 at December 31, 2006 and $37,329 at December 31, 2005
    
    
    1,306,289
    
    
    
    1,448,026Accounts receivable  related parties
    
    
    16,094
    
    
    
    3,077Inventories
    
    
    423,844
    
    
    
    339,606Prepaid and other current assets
    
    
    129,443
    
    
    
    120,308Total current assets
    
    
    1,922,558
    
    
    
    1,968,619Property, plant and equipment, net
    
    
    9,832,547
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates
    
    
    564,559
    
    
    
    471,921Intangible assets, net of accumulated amortization of $251,876 at
December 31, 2006 and $163,121 at December 31, 2005
    
    
    1,003,955
    
    
    
    913,626Goodwill
    
    
    590,541
    
    
    
    494,033Deferred tax asset
    
    
    1,855
    
    
    
    3,606Other assets
    
    
    74,443
    
    
    
    47,359Total assets
    
    $
    13,990,458
    
    
    $
    12,588,188LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    276,529
    
    
    $
    266,771Accounts payable  related parties
    
    
    7,449
    
    
    
    24,310Accrued gas payables
    
    
    1,364,493
    
    
    
    1,372,837Accrued expenses
    
    
    35,763
    
    
    
    30,294Accrued interest
    
    
    91,438
    
    
    
    71,286Other current liabilities
    
    
    211,272
    
    
    
    127,473Total current liabilities
    
    
    1,986,944
    
    
    
    1,892,971Long-term debt:(see Note 14)Senior debt obligations  principal
    
    
    4,934,068
    
    
    
    5,000,568Junior Subordinated Notes A  principal
    
    
    550,000
    
    
    
    Other
    
    
    (33,478
    )
    
    
    (32,288
    )Total long-term debt
    
    
    5,450,590
    
    
    
    4,968,280Deferred tax liabilities
    
    
    13,723
    
    
    
    Other long-term liabilities
    
    
    86,130
    
    
    
    84,594Minority interest
    
    
    5,744,071
    
    
    
    4,927,037Commitments and contingencies
Partners equity:Limited partner units (88,884,116 units outstanding at December 31, 2006 and
88,884,116 units outstanding at December 31, 2005)
    
    
    687,852
    
    
    
    696,223General partner
    
    
    7
    
    
    
    11Accumulated other comprehensive income
    
    
    21,141
    
    
    
    19,072Total partners equity
    
    
    709,000
    
    
    
    715,306Total liabilities and partners equity
    
    $
    13,990,458
    
    
    $
    12,588,188
  F-3




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in thousands, except per unit amounts)
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Revenues:Third parties
    
    $
    13,587,739
    
    
    $
    11,902,187
    
    
    $
    7,517,052Related parties
    
    
    403,230
    
    
    
    354,772
    
    
    
    804,150Total (see Note 16)
    
    
    13,990,969
    
    
    
    12,256,959
    
    
    
    8,321,202Cost and expenses:Operating costs and expenses:Third parties
    
    
    12,745,948
    
    
    
    11,229,528
    
    
    
    6,938,229Related parties
    
    
    343,143
    
    
    
    316,697
    
    
    
    966,107Total operating costs and expenses
    
    
    13,089,091
    
    
    
    11,546,225
    
    
    
    7,904,336General and administrative costs:Third parties
    
    
    26,077
    
    
    
    23,140
    
    
    
    17,957Related parties
    
    
    41,702
    
    
    
    41,054
    
    
    
    29,307Total general and administrative costs
    
    
    67,779
    
    
    
    64,194
    
    
    
    47,264Total costs and expenses
    
    
    13,156,870
    
    
    
    11,610,419
    
    
    
    7,951,600Equity in income of unconsolidated affiliates
    
    
    21,565
    
    
    
    14,548
    
    
    
    52,787Operating income
    
    
    855,664
    
    
    
    661,088
    
    
    
    422,389Other income (expense):Interest expense
    
    
    (247,572
    )
    
    
    (233,696
    )
    
    
    (155,740
    )Interest expense  related parties
    
    
    
    
    
    
    (15,306
    )
    
    
    (5,849
    )Interest Income
    
    
    7,642
    
    
    
    5,287
    
    
    
    2,098Other, net
    
    
    467
    
    
    
    134
    
    
    
    32Other expense
    
    
    (239,463
    )
    
    
    (243,581
    )
    
    
    (159,459
    )Income before provision for income taxes, minority
interest and changes in accounting principles
    
    
    616,201
    
    
    
    417,507
    
    
    
    262,930Provision for income taxes
    
    
    (21,321
    )
    
    
    (8,362
    )
    
    
    (3,761
    )Income before minority interest and
changes in accounting principles
    
    
    594,880
    
    
    
    409,145
    
    
    
    259,169Minority interest
    
    
    (495,474
    )
    
    
    (353,642
    )
    
    
    (229,607
    )Income before changes in accounting principles
    
    
    99,406
    
    
    
    55,503
    
    
    
    29,562Cumulative effect of changes in accounting principles (see Note 8)
    
    
    93
    
    
    
    (227
    )
    
    
    216Net income
    
    $
    99,499
    
    
    $
    55,276
    
    
    $
    29,778Net income allocation:(see Note 15)Limited partners interest in net income
    
    $
    99,489
    
    
    $
    55,270
    
    
    $
    29,775General partner interest in net income
    
    $
    10
    
    
    $
    6
    
    
    $
    3Earnings per unit:(see Note 19)Basic and diluted income per unit before changes in accounting principles
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40Basic and diluted income per unit
    
    $
    1.12
    
    
    $
    0.69
    
    
    $
    0.40
  F-4




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Dollars in thousands)
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Net income
    
    $
    99,499
    
    
    $
    55,276
    
    
    $
    29,778Other comprehensive income:Cash flow hedges:Net commodity financial instrument gains during period
    
    
    7,574
    
    
    
    
    
    
    
    1,434Less: Reclassification adjustment for gain included in net income
related to commodity financial instruments
    
    
    
    
    
    
    (1,434
    )
    
    
    Net interest rate financial instrument gains during period
    
    
    
    
    
    
    
    
    
    
    19,405Less: Amortization of cash flow financing hedges
    
    
    (4,234
    )
    
    
    (4,048
    )
    
    
    (1,275
    )Total cash flow hedges
    
    
    3,340
    
    
    
    (5,482
    )
    
    
    19,564Foreign currency translation adjustment
    
    
    (807
    )
    
    
    
    
    
    
    Total other comprehensive income
    
    
    2,533
    
    
    
    (5,482
    )
    
    
    19,564Comprehensive income
    
    $
    102,032
    
    
    $
    49,794
    
    
    $
    49,342
  F-5




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Dollars in thousands)
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Operating activities:Net income
    
    $
    99,499
    
    
    $
    55,276
    
    
    $
    29,778Adjustments to reconcile net income to net cash
flows provided by operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    440,256
    
    
    
    413,441
    
    
    
    193,734Depreciation and amortization in general and administrative costs
    
    
    7,325
    
    
    
    7,241
    
    
    
    1,650Amortization in interest expense
    
    
    1,104
    
    
    
    152
    
    
    
    3,503Equity in income of unconsolidated affiliates
    
    
    (21,565
    )
    
    
    (14,548
    )
    
    
    (52,787
    )Distributions received from unconsolidated affiliates
    
    
    43,032
    
    
    
    56,058
    
    
    
    68,027Provision for impairment of long-lived asset
    
    
    88
    
    
    
    
    
    
    
    4,114Cumulative effect of changes in accounting principles
    
    
    (93
    )
    
    
    227
    
    
    
    (216
    )Operating lease expense paid by EPCO, Inc.
    
    
    2,109
    
    
    
    2,112
    
    
    
    7,705Minority interest
    
    
    495,474
    
    
    
    353,642
    
    
    
    229,607Gain on sale of assets
    
    
    (3,359
    )
    
    
    (4,488
    )
    
    
    (15,901
    )Deferred income tax expense
    
    
    14,426
    
    
    
    8,594
    
    
    
    9,608Changes in fair market value of financial instruments
    
    
    (51
    )
    
    
    122
    
    
    
    5Net effect of changes in operating accounts (see Note 22)
    
    
    80,611
    
    
    
    (263,728
    )
    
    
    (90,454
    )Net cash flows provided by operating activities
    
    
    1,158,856
    
    
    
    614,101
    
    
    
    388,373Investing activities:Capital expenditures
    
    
    (1,341,070
    )
    
    
    (864,453
    )
    
    
    (155,793
    )Contributions in aid of construction costs
    
    
    60,492
    
    
    
    47,004
    
    
    
    8,865Proceeds from sale of assets
    
    
    3,927
    
    
    
    44,746
    
    
    
    6,882Decrease (increase) in restricted cash
    
    
    (8,715
    )
    
    
    11,205
    
    
    
    (12,305
    )Cash used for business combinations (see Note 12)
    
    
    (276,500
    )
    
    
    (326,602
    )
    
    
    (1,094,661
    )Acquisition of intangible asset
    
    
    
    
    
    
    (1,750
    )
    
    
    Investments in unconsolidated affiliates
    
    
    (138,266
    )
    
    
    (87,342
    )
    
    
    (57,948
    )Advances from (to) unconsolidated affiliates
    
    
    10,844
    
    
    
    (702
    )
    
    
    (6,464
    )Return of investment from unconsolidated affiliate
    
    
    
    
    
    
    47,500
    
    
    
    Cash used in investing activities
    
    
    (1,689,288
    )
    
    
    (1,130,394
    )
    
    
    (1,311,424
    )Financing activities:Borrowings under debt agreements
    
    
    3,419,285
    
    
    
    4,723,345
    
    
    
    6,304,505Repayments of debt
    
    
    (2,927,500
    )
    
    
    (4,553,568
    )
    
    
    (5,812,445
    )Debt issuance costs
    
    
    (9,973
    )
    
    
    (9,297
    )
    
    
    (19,911
    )Distributions paid to partners
    
    
    (108,449
    )
    
    
    (32,942
    )
    
    
    (16,430
    )Distributions paid to minority interests
    
    
    (726,131
    )
    
    
    (639,698
    )
    
    
    (406,259
    )Contributions from minority interests
    
    
    864,003
    
    
    
    673,097
    
    
    
    838,718Contributions from partners
    
    
    
    
    
    
    
    
    
    
    1,614Net proceeds from issuance of units in initial public offering
    
    
    
    
    
    
    373,000
    
    
    
    Treasury units reissued
    
    
    
    
    
    
    
    
    
    
    8,394Settlement of cash flow financing hedges
    
    
    
    
    
    
    
    
    
    
    19,405Cash provided by financing activities
    
    
    511,235
    
    
    
    533,937
    
    
    
    917,591Effect of exchange rate changes on cash
    
    
    (232
    )
    
    
    
    
    
    
    Net change in cash and cash equivalents
    
    
    (19,429
    )
    
    
    17,644
    
    
    
    (5,460
    )Cash and cash equivalents, January 1
    
    
    42,650
    
    
    
    25,006
    
    
    
    30,466Cash and cash equivalents, December 31
    
    $
    23,221
    
    
    $
    42,650
    
    
    $
    25,006
  F-6




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
(See Note 15 for Unit History and Detail of Changes in Limited Partners Equity)
(Dollars in thousands)
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    AOCI
    
    
    TotalBalance, December 31, 2003
    
    $
    31,449
    
    
    $
    4
    
    
    $
    4,990
    
    
    $
    36,443Net income
    
    
    29,775
    
    
    
    3
    
    
    
    
    
    
    
    29,778Cash distributions to partners
    
    
    (16,429
    )
    
    
    (1
    )
    
    
    
    
    
    
    (16,430
    )Operating leases paid by EPCO, Inc.
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    152Other expenses paid by EPCO, Inc.
    
    
    2,906
    
    
    
    
    
    
    
    
    
    
    
    2,906Contributions from partners
    
    
    1,614
    
    
    
    
    
    
    
    
    
    
    
    1,614Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    19,564
    
    
    
    19,564Other
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Balance, December 31, 2004
    
    
    49,478
    
    
    
    6
    
    
    
    24,554
    
    
    
    74,038Net income
    
    
    55,270
    
    
    
    6
    
    
    
    
    
    
    
    55,276Cash distributions to partners
    
    
    (32,941
    )
    
    
    (1
    )
    
    
    
    
    
    
    (32,942
    )Operating leases paid by EPCO, Inc.
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    72Net proceeds from the issuance of unit in
initial public offering
    
    
    373,000
    
    
    
    
    
    
    
    
    
    
    
    373,000Acquisition of minority interest from El Paso
    
    
    90,845
    
    
    
    
    
    
    
    
    
    
    
    90,845Contribution of net assets from sponsor affiliates
in connection with initial public offering
    
    
    160,604
    
    
    
    
    
    
    
    
    
    
    
    160,604Amortization of equity awards
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    75Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    (5,482
    )
    
    
    (5,482
    )Other
    
    
    (180
    )
    
    
    
    
    
    
    
    
    
    
    (180
    )Balance, December 31, 2005
    
    
    696,223
    
    
    
    11
    
    
    
    19,072
    
    
    
    715,306Net income
    
    
    99,489
    
    
    
    10
    
    
    
    
    
    
    
    99,499Cash distributions to partners
    
    
    (108,438
    )
    
    
    (11
    )
    
    
    
    
    
    
    (108,449
    )Operating leases paid by EPCO, Inc.
    
    
    109
    
    
    
    
    
    
    
    
    
    
    
    109Contribution  reversal estimated accrual offering
expense in August 2005
    
    
    755
    
    
    
    
    
    
    
    
    
    
    
    755Change in funded status of pension and
postretirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    (464
    )
    
    
    (464
    )Amortization of equity awards
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    80Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    3,340
    
    
    
    3,340Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    (807
    )
    
    
    (807
    )Acquisition related disbursement of cash (see Note 17)
    
    
    (316
    )
    
    
    (3
    )
    
    
    
    
    
    
    (319
    )Change in accounting method for equity awards
    
    
    (50
    )
    
    
    
    
    
    
    
    
    
    
    (50
    )Balance, December 31, 2006
    
    $
    687,852
    
    
    $
    7
    
    
    $
    21,141
    
    
    $
    709,000
  F-7




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1. Partnership Organization and Basis of Financial Statement Presentation
 Partnership Organization and Formation
  Significant Relationships Referenced in Notes to Consolidated Financial Statements
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Operating Partnership
 Enterprise Products GP
 EPCO
 TEPPCO TEPPCO GP
 Employee Partnerships
 Business of Enterprise GP Holdings
  F-8




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##### Table of Contents



Contributions Made by Affiliates of EPCO in August 2005 in Connection with the Initial Public Offering of Enterprise GP Holdings L.P.
   Basis of Presentation of Consolidated Financial Statements
  F-9




---



##### Table of Contents



Parent Company Financial Information
   F-10




---



##### Table of Contents



December 31,2006
    
    
    2005ASSETSCurrent assets
    
    $
    2,928
    
    
    $
    608Investments in and advances to unconsolidated affiliates(1)
    
    
    840,933
    
    
    
    834,837Other assets
    
    
    340
    
    
    
    Total assets
    
    $
    844,201
    
    
    $
    835,445LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,023
    
    
    $
    4,704Long Term debt(2)
    
    
    155,000
    
    
    
    134,500Partners equity
    
    
    688,178
    
    
    
    696,241Total liabilities and partners equity
    
    $
    844,201
    
    
    $
    835,445
 
 (1)
    
    Represents the parent companys equity method investments in Enterprise Products GP and Enterprise Products Partners. These parent
company investments are eliminated in the process of consolidating the financial statements of the parent company with those of Enterprise
Products GP and Enterprise Products Partners.(2)
    
    Represents borrowings outstanding under the parent companys credit facility (see Note 14).  For the
    
    
    For TheYear
    
    
    PeriodEnded
    
    
    August 29 toDecember 31,
    
    
    December 31,2006
    
    
    2005(1)Equity in income of unconsolidated affiliates(2)
    
    $
    111,093
    
    
    $
    24,507General and administrative costs
    
    
    2,115
    
    
    
    461Operating income
    
    
    108,978
    
    
    
    24,046Other income (expense)Interest expense (3)
    
    
    (9,547
    )
    
    
    (3,445
    )Interest income
    
    
    50
    
    
    
    30Income before cumulative effect of changes in
accounting principles
    
    
    99,481
    
    
    
    20,631Cumulative effect of changes in accounting principles
    
    
    18
    
    
    
    Net income
    
    $
    99,499
    
    
    $
    20,631
 
 (1)
    
    Reflects the parent companys earnings for the period from its initial public offering to December 31, 2005.(2)
    
    Represents the parent companys earnings from its equity method investments in Enterprise Products GP and Enterprise Products
Partners.(3)
    
    Represents interest expense associated with the parent companys credit facility. F-11




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##### Table of Contents



For the
    
    
    For TheYear
    
    
    PeriodEnded
    
    
    August 29 toDecember 31,
    
    
    December 31,2006
    
    
    2005(1)Operating activities:Net income
    
    $
    99,499
    
    
    $
    20,631Adjustments to reconcile net income to net cash
provided from operating activities:Cumulative effect of changes in accounting principles
    
    
    (18
    )
    
    
    Equity in income of unconsolidated affiliates
    
    
    (111,093
    )
    
    
    (24,507
    )Distributions from unconsolidated affiliates (2)
    
    
    124,924
    
    
    
    27,160Amortization of debt issue costs
    
    
    339
    
    
    
    Amortization of equity awards
    
    
    26
    
    
    
    21Net effect of changes in operating accounts
    
    
    (5,515
    )
    
    
    4,584Net cash provided from operating activities
    
    
    108,162
    
    
    
    27,889Investing activities:Investments in unconsolidated affiliates
    
    
    (18,920
    )
    
    
    (366,458
    )Cash used in investing activities
    
    
    (18,920
    )
    
    
    (366,458
    )Financing activities:Net borrowings (repayments) under debt agreements(3)
    
    
    20,500
    
    
    
    (25,746
    )Debt issuance costs
    
    
    (1,019
    )
    
    
    Distributions paid to partners
    
    
    (108,449
    )
    
    
    (8,178
    )Contribution from general partner
    
    
    
    
    
    
    1Proceeds from issuance of units in initial public offering
    
    
    
    
    
    
    373,000Cash provided by (used in) financing activities
    
    
    (88,968
    )
    
    
    339,077Net change in cash and cash equivalents
    
    
    274
    
    
    
    508Cash and cash equivalents, at beginning of period
    
    
    508
    
    
    
    Cash and cash equivalents, December 31
    
    $
    782
    
    
    $
    508
 
 (1)
    
    Reflects the parent companys statement of cash flow for the period from its initial public offering to December 31,
2005.(2)
    
    Represents distributions received by the parent company from its equity method investments in Enterprise Products GP
and Enterprise Products Partners.(3)
    
    During the first nine months of 2006, the parent company borrowed $15.0 million under its credit facility to fund
capital contributions to Enterprise Products GP to maintain Enterprise Products GPs 2% general partner interest in
Enterprise Products Partners. 
 Note 2. Summary of Significant Accounting Policies
 Allowance for Doubtful Accounts
  F-12




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##### Table of Contents



Cash and Cash Equivalents
   Consolidation Policy
    Contingencies
    F-13




---



##### Table of Contents



Deferred Revenues
  Dollar Amounts
  Earnings Per Unit
  Employee Benefit Plans
  Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106,
and 132(R),
 Environmental Costs
    Equity Awards
  Share-Based
Payment. Accounting for Stock Issued to
Employees.
 F-14




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##### Table of Contents



For Year Ended December 31,2005
    
    
    2004Reported net income
    
    $
    55,276
    
    
    $
    29,778Additional unit option-based compensation
expense estimated using fair value-based method
    
    
    (38
    )
    
    
    (19
    )Reduction in compensation expense related to
Employee Partnership equity awards
    
    
    82Pro forma net income
    
    
    55,320
    
    
    
    29,759Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in pro forma net income
    
    $
    6
    
    
    $
    3Pro forma net income
    
    $
    55,320
    
    
    $
    29,759Less general partner interest in pro forma net income
    
    
    (6
    )
    
    
    (3
    )Pro forma net income available to limited partners
    
    $
    55,314
    
    
    $
    29,756Basic and diluted earnings per unit, net of general partner interest:Historical units outstanding
    
    
    79,726
    
    
    
    74,667As reported
    
    $
    0.69
    
    
    $
    0.40Pro forma
    
    $
    0.69
    
    
    $
    0.40
 Estimates
  Exchange Contracts
   F-15




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##### Table of Contents



Exit and Disposal Costs
 Accounting for the
Impairment or Disposal of Long-Lived Assets. Accounting for Costs Associated with Exit and Disposal Activities
 Financial Instruments
  Accounting for Derivative Instruments and Hedging Activities
 Foreign Currency Translation
   Impairment Testing for Goodwill
  F-16




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##### Table of Contents



Impairment Testing for Long-Lived Assets
    Impairment Testing for Unconsolidated Affiliates
   Income Taxes
   F-17




---



##### Table of Contents



Inventories
  Minority Interest
  December 31,2006
    
    
    2005Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners (1)
    
    $
    5,215,065
    
    
    $
    4,403,490Related party owners of Enterprise Products Partners (2)
    
    
    399,876
    
    
    
    420,378Joint venture partners (3)
    
    
    129,130
    
    
    
    103,169Total minority interest on consolidated balance sheet
    
    $
    5,744,071
    
    
    $
    4,927,037
 
 (1)
    
    Consist of non-affiliate public unitholders of Enterprise Products Partners.(2)
    
    Consist of unitholders of Enterprise Products Partners that are related party affiliates of Enterprise GP Holdings L.P. This group is
primarily comprised of EPCO and certain of its private company consolidated subsidiaries.(3)
    
    Represents third-party ownership interests in our majority-owned consolidated subsidiaries such as Seminole.    F-18




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##### Table of Contents



For the Year Ended December 31,2006
    
    
    2005
    
    
    2004Third-party owners of Enterprise Products GP
    
    $
    
    
    
    $
    
    
    
    $
    891Limited Partners of Enterprise Products Partners
    
    
    486,396
    
    
    
    347,882
    
    
    
    220,588Joint venture partners
    
    
    9,078
    
    
    
    5,760
    
    
    
    8,128Total
    
    $
    495,474
    
    
    $
    353,642
    
    
    $
    229,607
  For the Year Ended December 31,2006
    
    
    2005
    
    
    2004Distributions paid to minority interests:Third-party owners of Enterprise Products GP
    
    $
    
    
    
    $
    
    
    
    $
    1,572Limited partners of Enterprise Products Partners
    
    
    717,300
    
    
    
    633,973
    
    
    
    398,247Joint venture partners
    
    
    8,831
    
    
    
    5,725
    
    
    
    6,440Total
    
    $
    726,131
    
    
    $
    639,698
    
    
    $
    406,259Contributions from minority interests:Third-party owners of Enterprise Products GP
    
    $
    
    
    
    $
    
    
    
    $
    177Limited partners of Enterprise Products Partners
    
    
    836,425
    
    
    
    633,987
    
    
    
    828,956Joint venture partners
    
    
    27,578
    
    
    
    39,110
    
    
    
    9,585Total
    
    $
    864,003
    
    
    $
    673,097
    
    
    $
    838,718
  Natural Gas Imbalances
    F-19




---



##### Table of Contents



Property, Plant and Equipment
    Reclassifications
  Restricted Cash
  Revenue Recognition
  F-20




---



##### Table of Contents



Start-Up and Organization Costs
  
 Note 3. Recent Accounting Developments
  Emerging Issues Task Force Issue (EITF) 06-3
 EITF 06-3,How Taxes Collected From Customers and Remitted to Governmental Authorities Should
Be Presented in the Income Statement (That Is, Gross versus Net Presentation)
 SFAS 155
 SFAS 155, Accounting for Certain Hybrid Financial Instruments  Accounting
for Derivative Instruments and Hedging Activities Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities Application of Statement 133 to Beneficial Interests to
Securitized Financial Assets
 SFAS 157
 SFAS 157, Fair Value Measurements,
 F-21




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##### Table of Contents



SFAS 159
 Fair Value Option for Financial Assets and Financial Liabilities  Including an
amendment of FASB Statement No. 115,
 Financial Accounting Standards Board Interpretation (FIN) No. 48
 Accounting for Uncertainty in Income Taxes
  
 Note 4. Revenue Recognition
  NGL Pipelines & Services
    F-22




---



##### Table of Contents



Onshore Natural Gas Pipelines & Services
    Offshore Pipelines & Services
   F-23




---



##### Table of Contents



Petrochemical Services
   F-24




---



##### Table of Contents



Note 5. Accounting for Equity Awards
     Unit Options
    F-25




---



##### Table of Contents



Weighted-Weighted-
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateNumber of
    
    
    strike price
    
    
    contractual
    
    
    IntrinsicUnits
    
    
    (dollars/unit)
    
    
    term (in years)
    
    
    Value(1)Outstanding at December 31, 2003
    
    
    1,938,000
    
    
    $
    16.07Granted (2)
    
    
    910,000
    
    
    
    22.17Exercised
    
    
    (385,000
    )
    
    
    12.79Outstanding at December 31, 2004
    
    
    2,463,000
    
    
    
    18.84Granted (3)
    
    
    530,000
    
    
    
    26.49Exercised
    
    
    (826,000
    )
    
    
    14.77Forfeited
    
    
    (85,000
    )
    
    
    24.73Outstanding at December 31, 2005
    
    
    2,082,000
    
    
    
    22.16Granted (4)
    
    
    590,000
    
    
    
    24.85Exercised
    
    
    (211,000
    )
    
    
    15.95Forfeited
    
    
    (45,000
    )
    
    
    24.28Outstanding at December 31, 2006
    
    
    2,416,000
    
    
    
    23.32
    
    
    
    7.61
    
    
    $
    4,808Options exercisable at:December 31, 2004
    
    
    1,154,000
    
    
    $
    14.65
    
    
    
    6.18
    
    
    $
    13,768December 31, 2005
    
    
    727,000
    
    
    $
    19.19
    
    
    
    5.54
    
    
    $
    3,503December 31, 2006
    
    
    591,000
    
    
    $
    20.85
    
    
    
    5.11
    
    
    $
    4,808
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options at December 31, 2006.(2)
    
    The total grant date fair value of these awards was $2.1 million based on the following assumptions: (i) expected life of options of seven years;
(ii) risk-free interest rate of 4.0%; (iii) expected distribution yield on Enterprise Products Partners units of 8.8%; and (iv) expected unit price
volatility of Enterprise Products Partners units of 28.6%.(3)
    
    The total grant date fair value of these awards was $0.7 million based on the following assumptions: (i) expected life of options of seven years;
(ii) risk-free interest rate of 4.2%; (iii) expected distribution yield on Enterprise Products Partners units of 9.2%; and (iv) expected unit price
volatility of Enterprise Products Partners units of 20.0%.(4)
    
    The total grant date fair value of these awards was $1.2 million based on the following assumptions: (i) expected life of options of seven years;
(ii) risk-free interest rate of 5.0%; (iii) expected distribution yield on Enterprise Product Partners units of 8.9%; and (iv) expected unit price
volatility on Enterprise Products Partners units of 23.5%.    Restricted Units
  F-26




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##### Table of Contents



Weighted-Average GrantNumber of
    
    Date Fair ValueUnits
    
    per Unit(1)Restricted units at January 1, 2004Granted(2)
    
    
    488,525
    
    
    $
    22.89Restricted units at December 31, 2004
    
    
    488,525Granted(3)
    
    
    362,011
    
    
    $
    26.43Vested
    
    
    (6,484
    )
    
    $
    22.00Forfeited
    
    
    (92,448
    )
    
    $
    24.03Restricted units at December 31, 2005
    
    
    751,604Granted(4)
    
    
    466,400
    
    
    $
    25.21Vested
    
    
    (42,136
    )
    
    $
    24.02Forfeited
    
    
    (70,631
    )
    
    $
    22.86Restricted units at December 31, 2006
    
    
    1,105,237
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (before allowance for
forfeitures) by the number of awards issued(2)
    
    Aggregate grant date fair value of restricted unit awards issued during 2004 was $10.3 million
based on grant date market price of Enterprise Products Partners common units ranging from $20.95 to
$23.31 per unit and an estimated forfeiture rate of 8.2%.(3)
    
    Aggregate grant date fair value of restricted unit awards issued during 2005 was $8.8 million
based on grant date market price of Enterprise Products Partners common units ranging from $25.83 to
$26.95 per unit and an estimated forfeiture rate of 8.2%.(4)
    
    Aggregate grant date fair value of restricted unit awards issued during 2006 was $10.8 million
based on grant date market price of our Enterprise Products Partners common units ranging from $24.85
to $27.45 per unit and estimated forfeiture rates ranging from 7.8% to 9.8%.    Employee Partnerships
 EPE Unit I .
 F-27




---



##### Table of Contents



EPE Unit II, L.P
     F-28




---



##### Table of Contents



Parent Companys Long-Term Incentive Plan
     Other
    F-29




---



##### Table of Contents



Note 6. Employee Benefit Plans
  Defined Contribution Plan
  Pension and Postretirement Benefit Plans
   Pension
    
    PostretirementPlan
    
    PlanProjected benefit obligation
    
    $
    9,006
    
    
    $
    5,311Accumulated benefit obligation
    
    
    6,625
    
    
    
    5,311Fair value of plan assets
    
    
    7,731
    
    
    
    Unfunded liability
    
    
    1,274
    
    
    
    5,311Accrued benefit liability
    
    
    1,186
    
    
    
    5,311
   Pension
    
    
    PostretirementPlan
    
    
    Plan2007
    
    $
    621
    
    
    $
    3332008
    
    
    526
    
    
    
    3312009
    
    
    754
    
    
    
    3572010
    
    
    765
    
    
    
    3952011
    
    
    883
    
    
    
    4332012 through 2015
    
    
    5,408
    
    
    
    2,168Total
    
    $
    8,957
    
    
    $
    4,017
 F-30




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##### Table of Contents



At December 31, 2006Prior to
    
    Effect ofAdopting
    
    AdoptingSFAS 158
    
    SFAS 158
    
    As reportedLiability for Dixie benefit plan
    
    $
    6,404
    
    
    $
    751
    
    
    $
    7,155Deferred income taxes
    
    
    
    
    
    
    (287
    )
    
    
    (287
    )Total liabilities
    
    
    13,280,994
    
    
    
    464
    
    
    
    13,281,458Accumulated other comprehensive income
    
    
    
    
    
    
    (464
    )
    
    
    (464
    )Total equity
    
    
    709,464
    
    
    
    (464
    )
    
    
    709,000
  
 Note 7. Financial Instruments
     F-31




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##### Table of Contents



Interest Rate Risk Hedging Program
   Fair Value Hedges  Interest Rate Swaps.
 Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate(1)
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    
    1
    
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50% to 8.89%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.38% to 7.43%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.60% to 6.33%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.76%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.    F-32




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##### Table of Contents



Cash Flow Hedges  Forward-Starting Interest Rate Swaps
   Notional
    
    Net CashAmount of
    
    Received uponDebt covered by
    
    Settlement ofTerm of Anticipated Debt Offering
    
    Forward
    
    Forward(or Forecasted Transaction)
    
    Starting Swaps
    
    Starting Swaps3-year, fixed rate debt instrument
    
    $
    500,000
    
    
    $
    4,6135-year, fixed rate debt instrument
    
    
    500,000
    
    
    
    7,21310-year, fixed rate debt instrument
    
    
    650,000
    
    
    
    10,67730-year, fixed rate debt instrument
    
    
    350,000
    
    
    
    (3,098
    )Total
    
    $
    2,000,000
    
    
    $
    19,405
  Cash Flow Hedges  Treasury Locks.
  Commodity Risk Hedging Program
  F-33




---



##### Table of Contents



Foreign Currency Hedging Program
  Fair Value Information
  F-34




---



##### Table of Contents



At December 31, 2006
    
    At December 31, 2005Carrying
    
    Fair
    
    Carrying
    
    FairFinancial Instruments
    
    Value
    
    Value
    
    Value
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    46,888
    
    
    $
    46,888
    
    
    $
    57,602
    
    
    $
    57,602Accounts receivable
    
    
    1,322,383
    
    
    
    1,322,383
    
    
    
    1,451,103
    
    
    
    1,451,103Commodity financial instruments(1)
    
    
    1,472
    
    
    
    1,472
    
    
    
    1,114
    
    
    
    1,114Financial liabilities:Accounts payable and accrued expenses
    
    
    1,775,672
    
    
    
    1,775,672
    
    
    
    1,765,498
    
    
    
    1,765,498Fixed-rate debt (principal amount)
    
    
    4,909,068
    
    
    
    4,955,176
    
    
    
    4,359,068
    
    
    
    4,395,110Variable-rate debt
    
    
    575,000
    
    
    
    575,000
    
    
    
    641,500
    
    
    
    601,500Commodity financial instruments(1)
    
    
    4,655
    
    
    
    4,655
    
    
    
    1,167
    
    
    
    1,167Interest rate hedging financial instruments(2)
    
    
    29,060
    
    
    
    29,060
    
    
    
    19,179
    
    
    
    19,179
 
 (1)
    
    Represent commodity financial instrument transactions that either have not settled or have settled and not been invoiced. Settled and invoiced
transactions are reflected in either accounts receivable or accounts payable depending on the outcome of the transaction.(2)
    
    Represent interest rate hedging financial instrument transactions that have not settled. Settled transactions are reflected in either accounts
receivable or accounts payable depending on the outcome of the transaction. 
 Note 8. Cumulative Effect of Changes in Accounting Principles
   Considering the Effects of Prior Year Misstatements when Quantifying Misstatements
in Current Year Financial Statements,
 Effect of Implementation of SFAS 123(R)
   F-35




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##### Table of Contents



Effect of Implementation of FIN 47
  Effect of change from the Accrue-In-Advance Method to the Expense-As-Incurred Method
for BEF major maintenance costs
  Effect of changing from the cost method to the equity method with
respect to our investment in VESCO
 Accounting for Investments in
Limited Liability Companies. The
Equity Method of Accounting for Investments in Common Stock
  F-36




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##### Table of Contents



For the Year Ended December 31,2006
    
    2005
    
    2004Pro Forma income statement amounts:Historical net income
    
    $
    99,499
    
    
    $
    55,276
    
    
    $
    29,778Adjustments to derive pro forma net income:Effect of implementation of SFAS 123(R):Remove cumulative effect of change in accounting
principle recorded in January 2006
    
    
    93
    
    
    
    
    
    
    
    Additional compensation expense that would have been
recorded for unit options
    
    
    
    
    
    
    (38
    )
    
    
    (19
    )Remove compensation expense related to awards of
profits interests in EPE Unit L.P.
    
    
    
    
    
    
    82
    
    
    
    Effect of implementation of FIN 47:Remove cumulative effect of change in accounting
principle recorded in December 2005
    
    
    
    
    
    
    227
    
    
    
    Record depreciation and accretion expense associated with
conditional asset retirement obligations
    
    
    
    
    
    
    (735
    )
    
    
    (373
    )Effect of change from the accrue-in-advance method to
the expense-as-incurred method for BEF major
maintenance costs:Remove historical equity losses recorded for BEF
    
    
    
    
    
    
    
    
    
    
    Record equity income from BEF calculated using
new method of accounting for major maintenance costs
    
    
    
    
    
    
    
    
    
    
    Remove cumulative effect of change in accounting
principle recorded in January 2004
    
    
    
    
    
    
    
    
    
    
    (140
    )Effect of changing from the cost method to the equity method
with respect to our investment in VESCO:Remove cumulative effect of change in accounting
principle recorded in July 2004
    
    
    
    
    
    
    
    
    
    
    (76
    )Remove historical dividend income recorded from VESCO
    
    
    
    
    
    
    
    
    
    
    (2,136
    )Record equity earnings from VESCO
    
    
    
    
    
    
    
    
    
    
    2,429Effect of changes on minority interest of Enterprise GP Holdings
    
    
    (91
    )
    
    
    720
    
    
    
    78Pro forma net income
    
    
    99,501
    
    
    
    55,532
    
    
    
    29,541General partner interest
    
    
    (10
    )
    
    
    (6
    )
    
    
    (3
    )Pro forma net income available to limited partners
    
    $
    99,491
    
    
    $
    55,526
    
    
    $
    29,538Pro forma per unit data (basic):Historical units outstanding
    
    
    88,884
    
    
    
    79,726
    
    
    
    74,667Per unit data:As reported
    
    $
    1.12
    
    
    $
    0.69
    
    
    $
    0.40Pro forma
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40Pro forma per unit data (diluted):Historical units outstanding
    
    
    88,884
    
    
    
    79,726
    
    
    
    74,667Per unit data:As reported
    
    $
    1.12
    
    
    $
    0.69
    
    
    $
    0.40Pro forma
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40
 F-37




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##### Table of Contents



Note 9. Inventories
  At December 31,2006
    
    
    2005Working inventory
    
    $
    387,973
    
    
    $
    279,237Forward-sales inventory
    
    
    35,871
    
    
    
    60,369Inventory
    
    $
    423,844
    
    
    $
    339,606
     
    
    Write-downs of NGL inventories are recorded as a cost of our NGL marketing activities
within our NGL Pipelines & Services business segment;
    
    Write-downs of natural gas inventories are recorded as a cost of our natural gas
pipeline operations within our Onshore Natural Gas Pipelines & Services business segment;
and
    
    Write-downs of petrochemical inventories are recorded as a cost of our petrochemical
marketing activities or octane additive production business within our Petrochemical
Services business segment, as applicable.
  F-38




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##### Table of Contents



Note 10. Property, Plant and Equipment
  EstimatedUseful Life
    
    At December 31,in Years
    
    2006
    
    2005Plants and pipelines(1)
    
    
    3-35
    (5)
    
    $
    8,774,683
    
    
    $
    8,209,580Underground and other storage facilities(2)
    
    
    5-35
    (6)
    
    
    596,649
    
    
    
    549,923Platforms and facilities(3)
    
    
    23-31
    
    
    
    161,839
    
    
    
    161,807Transportation equipment(4)
    
    
    3-10
    
    
    
    27,008
    
    
    
    24,939Land
    
    
    
    
    
    
    40,010
    
    
    
    38,757Construction in progress
    
    
    
    
    
    
    1,734,083
    
    
    
    854,595Total
    
    
    
    
    
    
    11,334,272
    
    
    
    9,839,601Less accumulated depreciation
    
    
    
    
    
    
    1,501,725
    
    
    
    1,150,577Property, plant and equipment, net
    
    
    
    
    
    $
    9,832,547
    
    
    $
    8,689,024
 
 (1)
    
    Plants and pipelines include processing plants; NGL, petrochemical, oil and natural gas pipelines; terminal loading and unloading facilities; office
furniture and equipment; buildings; laboratory and shop equipment; and related assets.(2)
    
    Underground and other storage facilities include underground product storage caverns; storage tanks; water wells; and related assets.(3)
    
    Platforms and facilities include offshore platforms and related facilities and other associated assets.(4)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of major components of this category are as follows: processing plants, 20-35 years; pipelines, 18-35 years (with
some equipment at 5 years); terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings 20-35 years; and laboratory and shop
equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of major components of this category are as follows: underground storage facilities, 20-35 years (with some
components at 5 years); storage tanks, 10-35 years; and water wells, 25-35 years (with some components at 5 years).   Purchase of Pioneer Plant from TEPPCO.
 Purchase of Houston-area pipelines from TEPPCO.
 F-39




---



##### Table of Contents



Purchase
of NGL pipeline from ExxonMobil.
  Asset retirement obligations
    Asset retirement obligation liability balance, December 31, 2005
    
    $
    16,795Liabilities incurred
    
    
    1,977Liabilities settled
    
    
    (1,348
    )Revisions in estimated cash flows
    
    
    5,650Accretion expense
    
    
    1,329Asset retirement obligation liability balance, December 31, 2006
    
    $
    24,403
   F-40




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##### Table of Contents



Note 11. Investments In and Advances To Unconsolidated Affiliates
  Ownership
    
    Investments in and advances toPercentage at
    
    Unconsolidated Affiliates atDecember 31,
    
    December 31,
    
    December 31,2006
    
    2006
    
    2005NGL Pipelines & Services:VESCO
    
    
    13.1
    %
    
    $
    39,618
    
    
    $
    39,689K/D/S Promix, L.L.C. (Promix)
    
    
    50
    %
    
    
    46,140
    
    
    
    65,103Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    25,471
    
    
    
    25,584Onshore Natural Gas Pipelines & Services:Jonah Gas Gathering Company (Jonah)
    
    
    14.4
    %
    
    
    120,370
    
    
    
    Evangeline(1)
    
    
    49.5
    %
    
    
    4,221
    
    
    
    3,151Coyote Gas Treating, LLC (Coyote)(2)
    
    
    
    
    
    
    
    
    
    
    1,493Offshore Pipelines & Services:Poseidon Oil Pipeline, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    62,324
    
    
    
    62,918Cameron Highway Oil Pipeline Company (Cameron Highway)
    
    
    50
    %
    
    
    60,216
    
    
    
    58,207Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    117,646
    
    
    
    115,477Neptune(3)
    
    
    25.7
    %
    
    
    58,789
    
    
    
    68,085Nemo Gathering Company, LLC (Nemo)
    
    
    33.9
    %
    
    
    11,161
    
    
    
    12,157Petrochemical Services:Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    13,912
    
    
    
    15,212La Porte(4)
    
    
    50
    %
    
    
    4,691
    
    
    
    4,845Total
    
    
    
    
    
    $
    564,559
    
    
    $
    471,921
 
 (1)
    
    Refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.(2)
    
    We sold our 50% interest in Coyote in August 2006 and recorded a net gain on the sale of $3.3 million.(3)
    
    In 2006, we recorded a $7.4 million non-cash
impairment charge attributable to our investment in Neptune.(4)
    
    Refers to our ownership interests in La Porte Pipeline Company, L.P. and La Porte GP, LLC, collectively.  F-41




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##### Table of Contents



For the Year Ended December 31,2006
    
    2005
    
    2004NGL Pipelines & Services:Dixie(1)
    
    $
    
    
    
    $
    1,103
    
    
    $
    1,273VESCO(2)
    
    
    1,719
    
    
    
    1,412
    
    
    
    6,132Belle Rose(1)
    
    
    
    
    
    
    (151
    )
    
    
    (402
    )Promix
    
    
    1,353
    
    
    
    1,876
    
    
    
    859BRF
    
    
    2,643
    
    
    
    1,313
    
    
    
    2,190Tri-States(1)
    
    
    
    
    
    
    
    
    
    
    (154
    )Onshore Natural Gas Pipelines & Services:Evangeline
    
    
    958
    
    
    
    331
    
    
    
    231Coyote
    
    
    1,676
    
    
    
    2,053
    
    
    
    541Jonah
    
    
    238
    
    
    
    
    
    
    
    Offshore Pipelines & Services:Poseidon
    
    
    11,310
    
    
    
    7,279
    
    
    
    2,509Cameron Highway(3)
    
    
    (11,000
    )
    
    
    (15,872
    )
    
    
    (461
    )Deepwater Gateway
    
    
    18,392
    
    
    
    10,612
    
    
    
    3,562Neptune(4)
    
    
    (8,294
    )
    
    
    2,019
    
    
    
    (1,852
    )Nemo
    
    
    1,501
    
    
    
    1,774
    
    
    
    1,628Starfish Pipeline Company, LLC (Starfish)(5)
    
    
    
    
    
    
    313
    
    
    
    3,473Petrochemical Services:BRPC
    
    
    1,864
    
    
    
    1,224
    
    
    
    1,943La Porte
    
    
    (795
    )
    
    
    (738
    )
    
    
    (710
    )Other:GulfTerra GP(6)
    
    
    
    
    
    
    
    
    
    
    32,025Total
    
    $
    21,565
    
    
    $
    14,548
    
    
    $
    52,787
 
 (1)
    
    We acquired additional ownership interests in or control over these entities since January 1, 2004 resulting in our consolidation of each
companys post-acquisition financial results with those of our own. Our consolidation of each companys post-acquisition financial results
began in the following periods: Dixie, February 2005; Belle Rose, June 2005; and Tri-States, April 2004.(2)
    
    As a result of adopting EITF 03-16 during 2004, we changed from the cost method to the equity method of accounting with respect to our
investment in VESCO. See Note 8.(3)
    
    Equity earnings from Cameron Highway for the year ended December 31, 2005 were reduced by a charge of $11.5 million for costs associated
with the refinancing of Cameron Highways project debt (see Note 14).(4)
    
    Equity earnings from Neptune for 2006
include a $7.4 million non-cash impairment charge.(5)
    
    We were required under a consent decree published for comment by the U.S. Federal Trade Commission on September 30, 2004 to sell our 50%
interest in Starfish. On March 31, 2005, we sold this asset to a third-party.(6)
    
    In connection with the GulfTerra Merger (see Note 12), GulfTerra GP became a wholly owned consolidated subsidiary of ours on September 30,
2004. We had previously accounted for our 50% ownership interest in GulfTerra GP as an equity method investment from December 15, 2003 through
September 29, 2004. NGL Pipelines & Services
  VESCO .
 Promix.
 BRF .
 F-42




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##### Table of Contents



At December 31,2006
    
    2005BALANCE SHEET DATA:Current assets
    
    $
    62,138
    
    
    $
    72,784Property, plant and equipment, net
    
    
    242,083
    
    
    
    328,270Other assets
    
    
    12,189
    
    
    
    12,471Total assets
    
    $
    316,410
    
    
    $
    413,525Current liabilities
    
    $
    30,686
    
    
    $
    32,886Other liabilities
    
    
    8,117
    
    
    
    7,343Combined equity
    
    
    277,607
    
    
    
    373,296Total liabilities and combined equity
    
    $
    316,410
    
    
    $
    413,525
 For the Year Ended December 31,2006
    
    2005
    
    2004INCOME STATEMENT DATA:Revenues
    
    $
    190,320
    
    
    $
    207,775
    
    
    $
    244,521Operating income (loss)
    
    
    (26,885
    )
    
    
    6,696
    
    
    
    40,259Net income (loss)
    
    
    (25,543
    )
    
    
    6,509
    
    
    
    40,355
 Onshore Natural Gas Pipelines & Services
  Evangeline.
 Coyote .
 Jonah .
 F-43




---



##### Table of Contents



At December 31,2006
    
    2005BALANCE SHEET DATA:Current assets
    
    $
    65,048
    
    
    $
    36,118Property, plant and equipment, net
    
    
    639,641
    
    
    
    36,380Other assets
    
    
    192,027
    
    
    
    33,950Total assets
    
    $
    896,716
    
    
    $
    106,448Current liabilities
    
    $
    49,708
    
    
    $
    72,498Other liabilities
    
    
    28,802
    
    
    
    32,737Combined equity
    
    
    818,206
    
    
    
    1,213Total liabilities and combined equity
    
    $
    896,716
    
    
    $
    106,448
 For the Year Ended December 31,2006
    
    2005
    
    2004INCOME STATEMENT DATA:Revenues
    
    $
    372,240
    
    
    $
    347,561
    
    
    $
    257,957Operating income
    
    
    48,387
    
    
    
    9,142
    
    
    
    8,971Net income
    
    
    40,608
    
    
    
    4,668
    
    
    
    4,657
 Offshore Pipelines & Services
  Poseidon .
 Cameron Highway .
 Deepwater Gateway .
 Neptune .
 Nemo .
  F-44




---



##### Table of Contents



At December 31,2006
    
    2005BALANCE SHEET DATA:Current assets
    
    $
    56,689
    
    
    $
    141,756Property, plant and equipment, net
    
    
    1,178,811
    
    
    
    1,201,926Other assets
    
    
    10,108
    
    
    
    7,961Total assets
    
    $
    1,245,608
    
    
    $
    1,351,643Current liabilities
    
    $
    22,043
    
    
    $
    120,611Other liabilities
    
    
    510,773
    
    
    
    511,633Combined equity
    
    
    712,792
    
    
    
    719,399Total liabilities and combined equity
    
    $
    1,245,608
    
    
    $
    1,351,643
 For the Year Ended December 31,2006
    
    2005
    
    2004INCOME STATEMENT DATA:Revenues
    
    $
    153,996
    
    
    $
    154,297
    
    
    $
    88,603Operating income
    
    
    71,977
    
    
    
    78,027
    
    
    
    46,938Net income
    
    
    42,732
    
    
    
    29,086
    
    
    
    38,473
    F-45




---



##### Table of Contents



Petrochemical Services
  BRPC.
 La Porte.
  At December 31,2006
    
    2005BALANCE SHEET DATA:Current assets
    
    $
    3,324
    
    
    $
    5,508Property, plant and equipment, net
    
    
    51,159
    
    
    
    54,751Total assets
    
    $
    54,483
    
    
    $
    60,259Current liabilities
    
    $
    832
    
    
    $
    1,178Other liabilities
    
    
    2
    
    
    
    1Combined equity
    
    
    53,649
    
    
    
    59,080Total liabilities and combined equity
    
    $
    54,483
    
    
    $
    60,259
 For the Year Ended December 31,2006
    
    2005
    
    2004INCOME STATEMENT DATA:Revenues
    
    $
    19,014
    
    
    $
    16,849
    
    
    $
    18,378Operating income
    
    
    4,626
    
    
    
    2,606
    
    
    
    5,131Net income
    
    
    4,729
    
    
    
    2,650
    
    
    
    5,151
 Other, non-segment
  
 Note 12. Business Combinations
 Transactions Completed during the Year Ended December 31, 2004
  GulfTerra Merger and Related Transactions
 F-46




---



##### Table of Contents



For Year EndedDecember 31,2004Pro forma earnings data:Revenues
    
    $
    9,615Costs and expenses
    
    $
    9,067Operating income
    
    $
    575Net income
    
    $
    33Basic and diluted earnings per unit, net of general partner interest:As reported basic and diluted units outstanding
    
    
    75Pro forma basic and diluted units outstanding
    
    
    75As reported basic and diluted net income per unit
    
    $
    0.40Pro forma basic and diluted net income per unit
    
    $
    0.45
 Other Transactions.
 F-47




---



##### Table of Contents



Transactions Completed during the Year Ended December 31, 2005
    Transactions Completed during the Year Ended December 31, 2006
  Encinal Acquisition.
   F-48




---



##### Table of Contents



Cash payment to Lewis
    
    $
    145,197Fair value of Enterprise Products
Partners 7,115,844 common units
issued to Lewis
    
    
    181,112Total consideration
    
    $
    326,309
   For the Year EndedDecember 31,2006
    
    2005Pro forma earnings data:Revenues
    
    $
    14,066
    
    
    $
    12,408Costs and expenses
    
    $
    13,161
    
    
    $
    11,692Operating income
    
    $
    854
    
    
    $
    662Net income
    
    $
    126
    
    
    $
    55Basic earnings per unit (EPU):Units outstanding, as reported
    
    
    89
    
    
    
    80Units outstanding , pro forma
    
    
    89
    
    
    
    80Basic EPU, as reported
    
    $
    1.12
    
    
    $
    0.69Basic EPU, pro forma
    
    $
    1.41
    
    
    $
    0.70Diluted EPU:Units outstanding, as reported
    
    
    89
    
    
    
    80Units outstanding , pro forma
    
    
    89
    
    
    
    80Diluted EPU, as reported
    
    $
    1.12
    
    
    $
    0.69Diluted EPU, pro forma
    
    $
    1.41
    
    
    $
    0.70
 Piceance Creek Acquisition.
  F-49




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##### Table of Contents



Other Transactions.
 Purchase Price Allocation for 2006 Transactions
  PiceanceEncinal
    
    CreekAcquisition
    
    Acquisition
    
    Other
    
    TotalAssets acquired in business combination:Current assets
    
    $
    218
    
    
    $
    
    
    
    $
    36,080
    
    
    $
    36,298Property, plant and equipment, net
    
    
    100,310
    
    
    
    91,540
    
    
    
    12,370
    
    
    
    204,220Investments in and advances to
unconsolidated affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Intangible assets
    
    
    132,872
    
    
    
    8,460
    
    
    
    
    
    
    
    141,332Other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total assets acquired
    
    
    233,400
    
    
    
    100,000
    
    
    
    48,450
    
    
    
    381,850Liabilities assumed in business combination:Current liabilities
    
    
    (2,149
    )
    
    
    
    
    
    
    (18,836
    )
    
    
    (20,985
    )Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    (108
    )
    
    
    
    
    
    
    (175
    )
    
    
    (283
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    1,865
    
    
    
    1,865Total liabilities assumed
    
    
    (2,257
    )
    
    
    
    
    
    
    (17,146
    )
    
    
    (19,403
    )Total assets acquired
less liabilities assumed
    
    
    231,143
    
    
    
    100,000
    
    
    
    31,304
    
    
    
    362,447Total consideration given
    
    
    326,309
    
    
    
    100,000
    
    
    
    31,304
    
    
    
    457,613Goodwill
    
    $
    95,166
    
    
    $
    
    
    
    $
    
    
    
    $
    95,166
  F-50




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##### Table of Contents



Note 13. Intangible Assets and Goodwill
 Identifiable Intangible Assets
  At December 31, 2006
    
    At December 31, 2005Gross
    
    Accum.
    
    Carrying
    
    Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    Value
    
    Value
    
    Amort.
    
    ValueNGL Pipelines & Services:Shell Processing Agreement
    
    $
    206,216
    
    
    $
    (67,204
    )
    
    $
    139,012
    
    
    $
    206,216
    
    
    $
    (56,157
    )
    
    $
    150,059Encinal gas processing customer relationship
    
    
    127,119
    
    
    
    (6,049
    )
    
    
    121,070
    
    
    
    
    
    
    
    
    
    
    
    STMA and GulfTerra NGL Business
customer relationships(1)
    
    
    49,784
    
    
    
    (12,980
    )
    
    
    36,804
    
    
    
    49,784
    
    
    
    (7,829
    )
    
    
    41,955Pioneer gas processing contracts
    
    
    37,752
    
    
    
    
    
    
    
    37,752
    
    
    
    
    
    
    
    
    
    
    
    Markham NGL storage contracts(1)
    
    
    32,664
    
    
    
    (9,800
    )
    
    
    22,864
    
    
    
    32,664
    
    
    
    (5,444
    )
    
    
    27,220Toca-Western contracts
    
    
    31,229
    
    
    
    (7,156
    )
    
    
    24,073
    
    
    
    31,229
    
    
    
    (5,595
    )
    
    
    25,634Piceance Creek customer relationship
    
    
    8,460
    
    
    
    
    
    
    
    8,460
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    35,370
    
    
    
    (7,455
    )
    
    
    27,915
    
    
    
    35,370
    
    
    
    (4,460
    )
    
    
    30,910Segment total
    
    
    528,594
    
    
    
    (110,644
    )
    
    
    417,950
    
    
    
    355,263
    
    
    
    (79,485
    )
    
    
    275,778Onshore Natural Gas Pipelines & Services:San Juan Gathering System customer relationships(1)
    
    
    331,311
    
    
    
    (52,318
    )
    
    
    278,993
    
    
    
    331,311
    
    
    
    (30,065
    )
    
    
    301,246Petal & Hattiesburg natural gas storage contracts(1)
    
    
    100,499
    
    
    
    (19,337
    )
    
    
    81,162
    
    
    
    100,499
    
    
    
    (10,742
    )
    
    
    89,757Other
    
    
    31,741
    
    
    
    (5,747
    )
    
    
    25,994
    
    
    
    25,988
    
    
    
    (3,148
    )
    
    
    22,840Segment total
    
    
    463,551
    
    
    
    (77,402
    )
    
    
    386,149
    
    
    
    457,798
    
    
    
    (43,955
    )
    
    
    413,843Offshore Pipelines & Services:Offshore pipeline & platform customer relationships(1)
    
    
    205,845
    
    
    
    (54,636
    )
    
    
    151,209
    
    
    
    205,845
    
    
    
    (32,480
    )
    
    
    173,365Other
    
    
    1,167
    
    
    
    
    
    
    
    1,167
    
    
    
    1,167
    
    
    
    
    
    
    
    1,167Segment total
    
    
    207,012
    
    
    
    (54,636
    )
    
    
    152,376
    
    
    
    207,012
    
    
    
    (32,480
    )
    
    
    174,532Petrochemical Services:Mont Belvieu propylene fractionation contracts
    
    
    53,000
    
    
    
    (7,445
    )
    
    
    45,555
    
    
    
    53,000
    
    
    
    (5,931
    )
    
    
    47,069Other
    
    
    3,674
    
    
    
    (1,749
    )
    
    
    1,925
    
    
    
    3,674
    
    
    
    (1,270
    )
    
    
    2,404Segment total
    
    
    56,674
    
    
    
    (9,194
    )
    
    
    47,480
    
    
    
    56,674
    
    
    
    (7,201
    )
    
    
    49,473Total all segments
    
    $
    1,255,831
    
    
    $
    (251,876
    )
    
    $
    1,003,955
    
    
    $
    1,076,747
    
    
    $
    (163,121
    )
    
    $
    913,626
 
 (1)
    
    Acquired in connection with the GulfTerra Merger and related transactions in September 2004.  For the Year Ended December 31,2006
    
    2005
    
    2004NGL Pipelines & Services
    
    $
    31,159
    
    
    $
    26,350
    
    
    $
    16,000Onshore Natural Gas Pipelines & Services
    
    
    33,447
    
    
    
    35,080
    
    
    
    8,875Offshore Pipelines & Services
    
    
    22,156
    
    
    
    25,515
    
    
    
    6,965Petrochemical Services
    
    
    1,993
    
    
    
    1,993
    
    
    
    1,973Total all segments
    
    $
    88,755
    
    
    $
    88,938
    
    
    $
    33,813
   F-51




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F-52




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##### Table of Contents



Goodwill
  At December 31,2006
    
    2005NGL Pipelines & ServicesGulfTerra Merger
    
    $
    23,854
    
    
    $
    23,927Acquisition of Indian Springs natural gas processing business
    
    
    13,162
    
    
    
    13,180Encinal acquisition
    
    
    95,166
    
    
    
    Other
    
    
    20,413
    
    
    
    17,853Onshore Natural Gas Pipelines & ServicesGulfTerra Merger
    
    
    279,956
    
    
    
    280,812Acquisition of Indian Springs natural gas gathering business
    
    
    2,165
    
    
    
    2,185Offshore Pipelines & ServicesGulfTerra Merger
    
    
    82,135
    
    
    
    82,386Petrochemical ServicesAcquisition of Mont Belvieu propylene fractionation business
    
    
    73,690
    
    
    
    73,690Total
    
    $
    590,541
    
    
    $
    494,033
    F-53




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##### Table of Contents



Note 14. Debt Obligations
  At December 31,2006
    
    2005Parent Company debt obligations:$200 Million Credit Facility, due January 2009
    
    $
    155,000
    
    
    $
    134,500Operating Partnership senior debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011(1)
    
    
    410,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007(2)
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2010
    
    
    10,000
    
    
    
    17,000Other, 8.75% fixed-rate, due June 2010(3)
    
    
    5,068
    
    
    
    5,068Total principal amount of senior debt obligations
    
    
    4,934,068
    
    
    
    5,000,568Operating Partnership Junior Subordinated Notes A, due August 2066
    
    
    550,000
    
    
    
    Total principal amount of senior and junior debt obligations
    
    
    5,484,068
    
    
    
    5,000,568Other, including unamortized discounts and premiums and changes in fair value(4)
    
    
    (33,478
    )
    
    
    (32,288
    )Long-term debt
    
    
    5,450,590
    
    
    
    4,968,280Standby letters of credit outstanding
    
    $
    49,858
    
    
    $
    33,129
 
 (1)
    
    In June 2006, the Operating Partnership executed a second amendment (the Second Amendment) to the credit agreement governing its Multi-Year Revolving Credit Facility. The Second
Amendment, among other things, extends the maturity date of amounts borrowed under the Multi-Year Revolving Credit Facility from October 2010 to October 2011 with respect to $1.25
billion of the commitments. Borrowings with respect to the remaining $48.0 million in commitments mature in October 2010.(2)
    
    In accordance with SFAS 6, Classification of Short-Term Obligations Expected to be Refinanced, long-term and current maturities of debt reflects the classification of such
obligations at December 31, 2006. With respect to Senior Notes E due in October 2007, the Operating Partnership has the ability to use available credit capacity under its Multi-Year
Revolving Credit Facility to fund the repayment of this debt.(3)
    
    Represents remaining debt obligations assumed in connection with the GulfTerra Merger.(4)
    
    The December 31, 2006 amount includes $29.1 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums. The December 31, 2005 amount includes
$19.2 million related to fair value hedges and a net $13.1 million in unamortized discounts and premiums. Parent Company debt obligation
 $200 Million Credit Facility.
  F-54




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##### Table of Contents



Enterprise Products Partners-Subsidiary guarantor relationships
   Operating Partnership Letters of credit
  Operating Partnership debt obligations
 Multi-Year Revolving Credit Facility.
  1 2
 F-55




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##### Table of Contents



Pascagoula MBFC Loan
  Senior Notes B through K
    F-56




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##### Table of Contents



Junior Subordinated Notes A
    Dixie Revolving Credit Facility
  1 2
 F-57




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##### Table of Contents



Covenants
  Information regarding variable interest rates paid
  Range of
    
    Weighted-averageinterest rates
    
    interest ratepaid
    
    paidParent Companys $200.0 Million Credit Facility
    
    5.44% to 8.25%
    
    
    6.17
    %Operating Partnerships Multi-Year Revolving
Credit Facility
    
    4.87% to 8.25%
    
    
    5.66
    %Dixie Revolving Credit Facility
    
    4.67% to 5.79%
    
    
    5.36
    %
 Consolidated debt maturity table
  2007
    
    $
    2008
    
    
    2009
    
    
    655,0002010
    
    
    569,0682011
    
    
    1,360,000Thereafter
    
    
    2,900,000Total scheduled principal payments
    
    $
    5,484,068
  Debt Obligations of Unconsolidated Affiliates
  Our
    
    
    
    
    

Scheduled Maturities of DebtOwnership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AfterInterest
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2011Cameron Highway
    
    
    50
    %
    
    $
    415,000
    
    
    $
    
    
    
    $
    25,000
    
    
    $
    25,000
    
    
    $
    50,000
    
    
    $
    55,000
    
    
    $
    260,000Poseidon
    
    
    36
    %
    
    
    91,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,000
    
    
    
    Evangeline
    
    
    49.5
    %
    
    
    25,650
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    10,650
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    531,650
    
    
    $
    5,000
    
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    60,650
    
    
    $
    146,000
    
    
    $
    260,000
 F-58




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##### Table of Contents



Cameron Highway.
   Poseidon.
 Evangeline.
 1 2
 F-59




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##### Table of Contents



Note 15. Partners Equity and Distributions
    Initial Public Offering
  Unit History
  Units issued to affiliates of EPCO in connection with the contribution
of net assets in August 2005 (the sponsor units)
    
    
    74,667,332Units issued in August 2005 in connection with initial public offering
    
    
    14,216,784Balance, December 31, 2005 and 2006
    
    
    88,884,116
  Distributions to Partners
   F-60




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##### Table of Contents




    
    a 100% ownership interest of Enterprise Products GP, which owns a 2% general partner
interest in Enterprise Products Partners that entitles Enterprise Products GP to receive
2% of the cash distributed by Enterprise Products Partners;
    
    the incentive distribution rights associated with Enterprise Products GPs general
partner interest in Enterprise Products Partners, which entitle Enterprise Products GP to
receive increasing percentages of the cash distributed by Enterprise Products Partners (up
to a maximum of 25% of Enterprise Products Partners quarterly distributions that exceed
$0.3085 per unit); and
    
    13,454,498 common units of Enterprise Products Partners, representing an approximate
3.1% limited partner interest in Enterprise Products Partners.
    Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date20053rd Quarter
    
    $
    0.2650
    
    
    Oct. 31, 2005
    
    Nov. 10, 20054th Quarter
    
    $
    0.2800
    
    
    Jan. 31, 2006
    
    Feb. 10, 200620061st Quarter
    
    $
    0.295
    
    
    Apr. 28, 2006
    
    May 11, 20062nd Quarter
    
    $
    0.310
    
    
    Jul. 31, 2006
    
    Aug. 11, 20063rd Quarter
    
    $
    0.335
    
    
    Oct. 31, 2006
    
    Nov. 9, 20064th Quarter
    
    $
    0.350
    
    
    Jan. 31, 2007
    
    Feb. 9, 2007
  Other
  F-61




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##### Table of Contents



Note 16. Business Segments
        F-62




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##### Table of Contents



For the Year Ended December 31,2006
    
    2005
    
    2004Revenues(1)
    
    $
    13,990,969
    
    
    $
    12,256,959
    
    
    $
    8,321,202Less: Operating costs and expenses(1)
    
    
    (13,089,091
    )
    
    
    (11,546,225
    )
    
    
    (7,904,336
    )Add: Equity in income of unconsolidated affiliates(1)
    
    
    21,565
    
    
    
    14,548
    
    
    
    52,787Depreciation, amortization and accretion in operating costs and
expenses(2)
    
    
    440,256
    
    
    
    413,441
    
    
    
    193,734Operating lease expenses paid by EPCO(2)
    
    
    2,109
    
    
    
    2,112
    
    
    
    7,705Gain on sale of assets in operating costs and expenses(2)
    
    
    (3,359
    )
    
    
    (4,488
    )
    
    
    (15,901
    )Total segment gross operating margin
    
    $
    1,362,449
    
    
    $
    1,136,347
    
    
    $
    655,191
 
 (1)
    
    These amounts are taken from our Statements of Consolidated Operations.(2)
    
    These non-cash expenses are taken from the operating activities section of our Statements of Consolidated Cash Flows.  For the Year Ended December 31,2006
    
    2005
    
    2004Total segment gross operating margin
    
    $
    1,362,449
    
    
    $
    1,136,347
    
    
    $
    655,191Adjustments to reconcile total segment gross operating margin
to operating income:Depreciation, amortization, and accretion in operating costs and expenses
    
    
    (440,256
    )
    
    
    (413,441
    )
    
    
    (193,734
    )Operating lease expense paid by EPCO
    
    
    (2,109
    )
    
    
    (2,112
    )
    
    
    (7,705
    )Gain on sale of assets in operating costs and expenses
    
    
    3,359
    
    
    
    4,488
    
    
    
    15,901General and administrative costs
    
    
    (67,779
    )
    
    
    (64,194
    )
    
    
    (47,264
    )Consolidated operating income
    
    
    855,664
    
    
    
    661,088
    
    
    
    422,389Other expense, net
    
    
    (239,463
    )
    
    
    (243,581
    )
    
    
    (159,459
    )Income before provision for income taxes, minority interest
and cumulative effect of changes in accounting principles
    
    $
    616,201
    
    
    $
    417,507
    
    
    $
    262,930
 F-63




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##### Table of Contents



Reportable SegmentsOnshoreOffshore
    
    Natural Gas
    
    NGL
    
    
    
    
    
    
    
    
    
    AdjustmentsPipelines
    
    Pipelines
    
    Pipelines
    
    Petrochemical
    
    Non-Segmt.
    
    and
    
    Consolidated& Services
    
    & Services
    
    & Services
    
    Services
    
    Other
    
    Eliminations
    
    TotalsRevenues from third parties:Year ended December 31, 2006
    
    $
    144,065
    
    
    $
    1,401,486
    
    
    $
    10,079,534
    
    
    $
    1,956,268
    
    
    $
    
    
    
    $
    
    
    
    $
    13,581,353Year ended December 31, 2005
    
    
    110,100
    
    
    
    1,198,320
    
    
    
    9,006,730
    
    
    
    1,587,037
    
    
    
    
    
    
    
    
    
    
    
    11,902,187Year ended December 31, 2004
    
    
    32,168
    
    
    
    541,529
    
    
    
    5,553,895
    
    
    
    1,389,460
    
    
    
    
    
    
    
    
    
    
    
    7,517,052Revenues from related parties:Year ended December 31, 2006
    
    
    1,798
    
    
    
    297,409
    
    
    
    110,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    409,616Year ended December 31, 2005
    
    
    696
    
    
    
    337,282
    
    
    
    16,689
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    354,772Year ended December 31, 2004
    
    
    535
    
    
    
    253,194
    
    
    
    534,279
    
    
    
    16,142
    
    
    
    
    
    
    
    
    
    
    
    804,150Intersegment and intrasegment
revenues:Year ended December 31, 2006
    
    
    1,679
    
    
    
    113,132
    
    
    
    4,131,776
    
    
    
    383,754
    
    
    
    
    
    
    
    (4,630,341
    )
    
    
    Year ended December 31, 2005
    
    
    1,353
    
    
    
    41,576
    
    
    
    3,334,763
    
    
    
    346,458
    
    
    
    
    
    
    
    (3,724,150
    )
    
    
    Year ended December 31, 2004
    
    
    358
    
    
    
    21,436
    
    
    
    2,077,871
    
    
    
    249,758
    
    
    
    
    
    
    
    (2,349,423
    )
    
    
    Total revenues:Year ended December 31, 2006
    
    
    147,542
    
    
    
    1,812,027
    
    
    
    14,321,719
    
    
    
    2,340,022
    
    
    
    
    
    
    
    (4,630,341
    )
    
    
    13,990,969Year ended December 31, 2005
    
    
    112,149
    
    
    
    1,577,178
    
    
    
    12,358,182
    
    
    
    1,933,600
    
    
    
    
    
    
    
    (3,724,150
    )
    
    
    12,256,959Year ended December 31, 2004
    
    
    33,061
    
    
    
    816,159
    
    
    
    8,166,045
    
    
    
    1,655,360
    
    
    
    
    
    
    
    (2,349,423
    )
    
    
    8,321,202Equity in income of unconsolidated affiliates:Year ended December 31, 2006
    
    
    11,909
    
    
    
    2,872
    
    
    
    5,715
    
    
    
    1,069
    
    
    
    
    
    
    
    
    
    
    
    21,565Year ended December 31, 2005
    
    
    6,125
    
    
    
    2,384
    
    
    
    5,553
    
    
    
    486
    
    
    
    
    
    
    
    
    
    
    
    14,548Year ended December 31, 2004
    
    
    8,859
    
    
    
    772
    
    
    
    9,898
    
    
    
    1,233
    
    
    
    32,025
    
    
    
    
    
    
    
    52,787Gross operating margin by
individual
business segment and in total:Year ended December 31, 2006
    
    
    103,407
    
    
    
    333,399
    
    
    
    752,548
    
    
    
    173,095
    
    
    
    
    
    
    
    
    
    
    
    1,362,449Year ended December 31, 2005
    
    
    77,505
    
    
    
    353,076
    
    
    
    579,706
    
    
    
    126,060
    
    
    
    
    
    
    
    
    
    
    
    1,136,347Year ended December 31, 2004
    
    
    36,478
    
    
    
    90,977
    
    
    
    374,196
    
    
    
    121,515
    
    
    
    32,025
    
    
    
    
    
    
    
    655,191Segment assets:At December 31, 2006
    
    
    734,659
    
    
    
    3,611,974
    
    
    
    3,249,486
    
    
    
    502,345
    
    
    
    
    
    
    
    1,734,083
    
    
    
    9,832,547At December 31, 2005
    
    
    632,222
    
    
    
    3,622,318
    
    
    
    3,075,048
    
    
    
    504,841
    
    
    
    
    
    
    
    854,595
    
    
    
    8,689,024Investments in and advances to
unconsolidated affiliates
(see Note 11):At December 31, 2006
    
    
    310,136
    
    
    
    124,591
    
    
    
    111,229
    
    
    
    18,603
    
    
    
    
    
    
    
    
    
    
    
    564,559At December 31, 2005
    
    
    316,844
    
    
    
    4,644
    
    
    
    130,376
    
    
    
    20,057
    
    
    
    
    
    
    
    
    
    
    
    471,921Intangible Assets (see Note 13):At December 31, 2006
    
    
    152,376
    
    
    
    386,149
    
    
    
    417,950
    
    
    
    47,480
    
    
    
    
    
    
    
    
    
    
    
    1,003,955At December 31, 2005
    
    
    174,532
    
    
    
    413,843
    
    
    
    275,778
    
    
    
    49,473
    
    
    
    
    
    
    
    
    
    
    
    913,626Goodwill (see Note 13):At December 31, 2006
    
    
    82,135
    
    
    
    282,121
    
    
    
    152,595
    
    
    
    73,690
    
    
    
    
    
    
    
    
    
    
    
    590,541At December 31, 2005
    
    
    82,386
    
    
    
    282,997
    
    
    
    54,960
    
    
    
    73,690
    
    
    
    
    
    
    
    
    
    
    
    494,033
  F-64




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##### Table of Contents



Note 17. Related Party Transactions
  For the Year Ended December 31,2006
    
    2005
    
    2004Revenues from consolidated operationsEPCO and affiliates
    
    $
    98,671
    
    
    $
    311
    
    
    $
    2,697Shell
    
    
    
    
    
    
    
    
    
    
    542,912Unconsolidated affiliates
    
    
    304,559
    
    
    
    354,461
    
    
    
    258,541Total
    
    $
    403,230
    
    
    $
    354,772
    
    
    $
    804,150Operating costs and expensesEPCO and affiliates
    
    $
    311,537
    
    
    $
    293,134
    
    
    $
    203,100Shell
    
    
    
    
    
    
    
    
    
    
    725,420Unconsolidated affiliates
    
    
    31,606
    
    
    
    23,563
    
    
    
    37,587Total
    
    $
    343,143
    
    
    $
    316,697
    
    
    $
    966,107General and administrative expensesEPCO and affiliates
    
    $
    41,702
    
    
    $
    41,054
    
    
    $
    29,307Interest ExpenseEPCO and affiliates
    
    $
    
    
    
    $
    15,306
    
    
    $
    5,849
 Relationship with EPCO and affiliates
  
    
    EPCO and its consolidated private company subsidiaries;
    
    EPE Holdings, our general partner;
    
    Duncan Energy Partners, which is a public company subsidiary of Enterprise Products
Partners;
    
    TEPPCO and TEPPCO GP, which are controlled by affiliates of EPCO; and
    
    the Employee Partnerships.
     F-65




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##### Table of Contents



Relationship with Duncan Energy Partners
   
    
    Mont Belvieu Caverns, LLC(Mont Belvieu Caverns), a recently formed subsidiary, which
owns salt dome storage caverns located in Mont Belvieu, Texas that receive, store and
deliver NGLs and
 F-66




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certain petrochemical products for industrial customers located along the upper Texas Gulf
Coast, which has the largest concentration of petrochemical plants and refineries in the
United States;
    
    Acadian Gas, LLC(Acadian Gas), which owns an onshore natural gas pipeline system
that gathers, transports, stores and markets natural gas in Louisiana. The Acadian Gas
system links natural gas supplies from onshore and offshore Gulf of Mexico developments
(including offshore pipelines, continental shelf and deepwater production) with local gas
distribution companies, electric generation plants and industrial customers, including
those in the Baton Rouge-New Orleans-Mississippi River corridor. A subsidiary of Acadian
Gas owns a 49.5% equity interest in Evangeline (see Note 11);
    
    Sabine Propylene Pipeline L.P.(Sabine Propylene), which transports polymer-grade
propylene between Port Arthur, Texas and a pipeline interconnect located in Cameron
Parish, Louisiana;
    
    Enterprise Lou-Tex Propylene Pipeline L.P.(Lou-Tex Propylene), which transports
chemical-grade propylene from Sorrento, Louisiana to Mont Belvieu, Texas; and
    
    South Texas NGL Pipelines, LLC(South Texas NGL), a recently formed subsidiary, which
began transporting NGLs from Corpus Christi, Texas to Mont Belvieu, Texas in January 2007.
South Texas NGL owns the DEP South Texas NGL Pipeline System.
     
    
    It utilizes storage services provided by Mont Belvieu Caverns to support its Mont
Belvieu fractionation and other businesses;
    
    It buys natural gas from and sells natural gas to Acadian Gas in connection with its
normal business activities; and
    
    It is the sole shipper on the DEP South Texas NGL Pipeline System.
  F-67




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Omnibus Agreement
 
    
    indemnification for certain environmental liabilities, tax liabilities and right-of-way defects;
    
    reimbursement of certain expenditures for South Texas NGL and Mont Belvieu Caverns;
    
    a right of first refusal to the Operating Partnership on the equity interests in the
current and future subsidiaries of Duncan Energy Partners and a right of first refusal on
the material assets of these entities, other than sales of inventory and other assets in
the ordinary course of business; and
    
    a preemptive right with respect to equity securities issued by certain of Duncan Energy
Partners subsidiaries, other than as consideration in an acquisition or in connection
with a loan or debt financing.
 Indemnification for Environmental and Related Liabilities .
  
    
    certain defects in the easement rights or fee ownership interests in and to the lands
on which any assets contributed to Duncan Energy Partners on February 5, 2007 are located;
    
    failure to obtain certain consents and permits necessary for Duncan Energy Partners to
conduct its business that arise within three years after February 5, 2007; and
    
    certain income tax liabilities related to the operation of the assets contributed to
Duncan Energy Partners attributable to periods prior to February 5, 2007.
 Reimbursement for Certain Expenditures .
 F-68




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Relationship with TEPPCO
   Purchase of Pioneer plan from TEPPCO .
 Jonah Joint Venture with TEPPCO .
      F-69




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Purchase of Houston-area pipelines from TEPPCO .
 Purchase and lease of pipelines for DEP South Texas NGL Pipeline System from TEPPCO .
 Relationship with Employee Partnerships
 EPE Unit I
   F-70




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##### Table of Contents



§
    
    Distributions of Cash flow Each quarter, 100% of the cash distributions received by
EPE Unit I from us will be distributed to the Class A limited partner until Duncan Family
Interests has received an amount equal to the Class A preferred return (as defined below),
and any remaining distributions received by EPE Unit I will be distributed to the Class B
limited partners. The Class A preferred return equals 1.5625% per quarter, or 6.25% per
annum, of the Class A limited partners capital base. The Class A limited partners
capital base equals $51 million plus any unpaid Class A preferred return from prior
periods, less any distributions made by EPE Unit I of proceeds from the sale of our units
owned by EPE Unit I (as described below).§
    
    Liquidating Distributions Upon liquidation of EPE Unit I, units having a fair market
value equal to the Class A limited partner capital base will be distributed to Duncan
Family Interests, plus any accrued Class A preferred return for the quarter in which
liquidation occurs. Any remaining units will be distributed to the Class B limited
partners.§
    
    Sale Proceeds If EPE Unit I sells any of the 1,821,428 of our units that it owns, the
sale proceeds will be distributed to the Class A limited partner and the Class B limited
partners in the same manner as liquidating distributions described above.
    EPE Unit II
  F-71




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EPCO Administrative Services Agreement
  §
    
    EPCO will provide selling, general and administrative services, and management and
operating services, as may be necessary to manage and operate our business, properties and
assets (in accordance with prudent industry practices). EPCO will employ or otherwise
retain the services of such personnel as may be necessary to provide such services.§
    
    We are required to reimburse EPCO for its services in an amount equal to the sum of all
costs and expenses incurred by EPCO which are directly or indirectly related to our
business or activities (including expenses reasonably allocated to us by EPCO). In
addition, we have agreed to pay all sales, use, and excise, value added or similar taxes,
if any, that may be applicable from time to time in respect of the services provided to us
by EPCO.§
    
    EPCO will allow us to participate as named insureds in its overall insurance program
with the associated premiums and other costs being allocated to us.
    F-72




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§
    
    If a business opportunity to acquire equity securities (as defined)is presented to
the EPCO Group, Enterprise Products Partners and its general partner, Duncan Energy
Partners, its general partner and its operating partnership, or us and our general
partner, then we will have the first right to pursue such opportunity. The term equity
securities is defined to include:
 §
    
    general partner interests (or securities which have characteristics similar to
general partner interests) and incentive distribution rights or similar rights in
publicly traded partnerships or interests in persons that own or control such general
partner or similar interests (collectively, GP Interests) and securities
convertible, exercisable, exchangeable or otherwise representing ownership or control
of such GP Interests; and§
    
    incentive distribution rights and limited partner interests (or securities which
have characteristics similar to incentive distribution rights or limited partner
interests) in publicly traded partnerships or interest in persons that own or
control such limited partner or similar interests (collectively, non-GP Interests);
provided that such non-GP Interests are associated with GP Interests and are owned by
the owners of GP Interests or their respective affiliates.
 We will be presumed to desire to acquire the equity securities until such time as EPE
Holdings advises the EPCO Group, Enterprise Products GP and DEP Holdings that we have
abandoned the pursuit of such business opportunity. In the event that the purchase price
of the equity securities is reasonably likely to equal or exceed $100 million, the decision
to decline the acquisition will be made by the chief executive officer of EPE Holdings
after consultation with and subject to the approval of the ACG Committee of EPE Holdings.
If the purchase price is reasonably likely to be less than such threshold amount, the chief
executive officer of EPE Holdings may make the determination to decline the acquisition
without consulting the ACG Committee of EPE Holdings.In the event that we abandon the acquisition and so notify the EPCO Group, Enterprise
Products GP and DEP Holdings, Enterprise Products Partners will have the second right to
pursue such acquisition either for it or, if desired by Enterprise Products Partners in
its sole discretion, for the benefit of Duncan Energy Partners. In the event that
Enterprise Products Partners affirmatively directs the opportunity to Duncan Energy
Partners, Duncan Energy Partners may pursue such acquisition. Enterprise Products Partners
will be presumed to desire to acquire the equity securities until such time as Enterprise
Products GP advises the EPCO Group and DEP Holdings that Enterprise Products Partners has
abandoned the pursuit of such acquisition. In determining whether or not to pursue the
acquisition of the equity securities, Enterprise Products Partners will follow the same
procedures applicable to us, as described above but utilizing Enterprise Products GPs
chief executive officer and ACG Committee. In the event Enterprise Products Partners
abandons the acquisition opportunity for the equity securities and so notifies the EPCO
Group and DEP Holdings, the EPCO Group may pursue the acquisition or offer the opportunity
to EPCO Holdings or TEPPCO, TEPPCO GP or their controlled affiliates, in either case,
without any further obligation to any other party or offer such opportunity to other
affiliates.§
    
    If any business opportunity not covered by the preceding bullet point (i.e. not
involving equity securities) is presented to the EPCO Group, Enterprise Products GP, EPE
Holdings or us, Duncan Energy Partners, DEP Holdings and Enterprise Products Partners will
have the first right to pursue such opportunity or, if desired by Enterprise Products
Partners in its sole discretion, for the benefit of Duncan Energy Partners. Enterprise
Products Partners will be presumed to desire to pursue the business opportunity until such
time as Enterprise Products GP advises the EPCO Group, EPE
 F-73




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##### Table of Contents



Holdings and DEP Holdings that Enterprise Products Partners has abandoned the pursuit of
such business opportunity.In the event the purchase price or cost associated with the business opportunity is
reasonably likely to equal or exceed $100 million, any decision to decline the business
opportunity will be made by the chief executive officer of Enterprise Products GP after
consultation with and subject to the approval of the ACG Committee of Enterprise Products
GP. If the purchase price or cost is reasonably likely to be less than such threshold
amount, the chief executive officer of Enterprise Products GP may make the determination to
decline the business opportunity without consulting Enterprise Products GPs ACG Committee.
In the event that Enterprise Products Partners affirmatively directs the business
opportunity to Duncan Energy Partners, Duncan Energy Partners may pursue such business
opportunity. In the event that Enterprise Products Partners abandons the business
opportunity for itself and for Duncan Energy Partners and so notifies the EPCO Group, EPE
Holdings and DEP Holdings, we will have the second right to pursue such business
opportunity, and will be presumed to desire to do so, until such time as EPE Holdings shall
have determined to abandon the pursuit of such opportunity in accordance with the
procedures described above, and shall have advised the EPCO Group that we have abandoned
the pursuit of such acquisition.In the event that we abandon the acquisition and so notify the EPCO Group, the EPCO Group
may either pursue the business opportunity or offer the business opportunity to EPCO
Holdings or TEPPCO, TEPPCO GP and their controlled affiliates without any further
obligation to any other party or offer such opportunity to other affiliates.
  Relationships with Unconsolidated Affiliates
   §
    
    We sell natural gas to Evangeline, which, in turn, uses the natural gas to satisfy
supply commitments it has with a major Louisiana utility. Revenues from Evangeline were
$277.7 million, $318.8 million and $233.9 million for the years ended December 31, 2006,
2005 and 2004. In addition, we furnished $1.1 million in letters of credit on behalf
of Evangeline at December 31, 2006.§
    
    We pay Promix for the transportation, storage and fractionation of NGLs. In addition,
we sell natural gas to Promix for its plant fuel requirements. Expenses with Promix were
$34.9 million, $26.0 million and $23.2 million for the years ended December 31, 2006, 2005
and 2004. Additionally, revenues from Promix were $21.8 million, $25.8 million and $18.6
million for the years ended December 31, 2006, 2005 and 2004.§
    
    We perform management services for certain of our unconsolidated affiliates. These
fees were $8.9 million, $8.3 million and $2.1 million for the years ended December 31,
2006, 2005 and 2004.
 F-74




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Review and Approval of Transactions with Related Parties
      §
    
    Review a summary of the proposed transaction(s) that outlines (i) its terms and
conditions (explicit and implicit), (ii) a brief history of the transaction, and (iii) the
impact that the transaction
 F-75




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will have on our unitholders and personnel, including earnings per unit and distributable
cash flow.§
    
    Review due diligence findings by management and make additional due diligence requests,
if necessary.§
    
    Engage third-party independent advisors, where necessary, to provide committee members
with comparable market values, legal advice and similar services directly related to the
proposed transaction.§
    
    Conduct interviews regarding the proposed transaction with the most knowledgeable
company officials to ensure that the committee members have all relevant facts before
rendering their judgment.
   Relationship with Shell
    
 Note 18. Provision for Income Taxes
  F-76




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For the Year Ended December 31,2006
    
    2005
    
    2004Current:Federal
    
    $
    7,694
    
    
    $
    1,105
    
    
    $
    State
    
    
    1,148
    
    
    
    301
    
    
    
    157Total current
    
    
    8,842
    
    
    
    1,406
    
    
    
    157Deferred:Federal
    
    
    6,109
    
    
    
    5,968
    
    
    
    1,620State
    
    
    6,372
    
    
    
    988
    
    
    
    1,984Total deferred
    
    
    12,481
    
    
    
    6,956
    
    
    
    3,604Total provision for income taxes
    
    $
    21,323
    
    
    $
    8,362
    
    
    $
    3,761
  For the Year Ended December 31,2006
    
    2005
    
    2004Taxes computed by applying the federal statutory rate
    
    $
    13,347
    
    
    $
    7,656
    
    
    $
    2,308State income taxes (net of federal benefit)
    
    
    7,723
    
    
    
    838
    
    
    
    1,392Taxes charged to cumulative effect of changes
in accounting principle
    
    
    (3
    )
    
    
    65
    
    
    
    Other permanent differences
    
    
    256
    
    
    
    (197
    )
    
    
    61Provision for income taxes
    
    $
    21,323
    
    
    $
    8,362
    
    
    $
    3,761Effective income tax rate
    
    
    56
    %
    
    
    38
    %
    
    
    57
    %
  At December 31,2006
    
    2005Deferred Tax Assets:Property, plant and equipment  Dixie
    
    $
    
    
    
    $
    855Net operating loss carryforwards
    
    
    19,175
    
    
    
    17,121Credit carryover
    
    
    26
    
    
    
    Charitable contribution carryover
    
    
    12
    
    
    
    Employee benefit plans
    
    
    1,990
    
    
    
    2,403Deferred revenue
    
    
    328
    
    
    
    448Equity investment in partnerships
    
    
    223
    
    
    
    Asset retirement obligation
    
    
    43
    
    
    
    Accruals
    
    
    709
    
    
    
    116Total Deferred Tax Assets
    
    
    22,506
    
    
    
    20,943Valuation allowance
    
    
    (2,994
    )
    
    
    (2,870
    )Net Deferred Tax Assets
    
    
    19,512
    
    
    
    18,073Deferred Tax Liabilities:Property, plant and equipment
    
    
    30,604
    
    
    
    13,907Other
    
    
    78
    
    
    
    6Total Deferred Tax Liabilities
    
    
    30,682
    
    
    
    13,913Total Net Deferred Tax Assets (Liabilities)
    
    $
    (11,170
    )
    
    $
    4,160Current portion of total net deferred tax assets
    
    $
    698
    
    
    $
    554Long-term portion of total net deferred tax assets (liabilities)
    
    $
    (11,868
    )
    
    $
    3,606
  F-77




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Note 19. Earnings Per Unit
   For The Year Ended December 31,2006
    
    2005
    
    2004Net income
    
    $
    99,499
    
    
    $
    55,276
    
    
    $
    29,778Multiplied by general partner ownership interest (1)
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %Standard earnings allocation to Enterprise Products GP
    
    $
    10
    
    
    $
    6
    
    
    $
    3
 F-78




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For The Year Ended December 31,2006
    
    2005
    
    2004Income before changes in accounting principles
and general partner interest
    
    $
    99,406
    
    
    $
    55,503
    
    
    $
    29,562Cumulative effect of changes in accounting principles
    
    
    93
    
    
    
    (227
    )
    
    
    216Net income
    
    
    99,499
    
    
    
    55,276
    
    
    
    29,778General partner interest in net income
    
    
    (10
    )
    
    
    (6
    )
    
    
    (3
    )Net income available to limited partners
    
    $
    99,489
    
    
    $
    55,270
    
    
    $
    29,775BASIC EARNINGS PER UNITNumeratorIncome before changes in accounting principles
and general partner interest
    
    $
    99,406
    
    
    $
    55,503
    
    
    $
    29,562Cumulative effect of changes in accounting principles
    
    
    93
    
    
    
    (227
    )
    
    
    216General partners interest in net income
    
    
    (10
    )
    
    
    (6
    )
    
    
    (3
    )Limited partners interest in net income
    
    $
    99,489
    
    
    $
    55,270
    
    
    $
    29,775DenominatorUnits
    
    
    88,884
    
    
    
    79,726
    
    
    
    74,667Basic earnings per unitIncome per unit before changes in accounting principles
and general partner interest
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    
    
    
    
    General partners interest in net income
    
    
    
    
    
    
    
    
    
    
    Limited partners interest in net income
    
    $
    1.12
    
    
    $
    0.69
    
    
    $
    0.40DILUTED EARNINGS PER UNITNumeratorIncome before changes in accounting principles
and general partner interest
    
    $
    99,406
    
    
    $
    55,503
    
    
    $
    29,562Cumulative effect of changes in accounting principles
    
    
    93
    
    
    
    (227
    )
    
    
    216General partners interest in net income
    
    
    (10
    )
    
    
    (6
    )
    
    
    (3
    )Limited partners interest in net income
    
    $
    99,489
    
    
    $
    55,270
    
    
    $
    29,775DenominatorUnits
    
    
    88,884
    
    
    
    79,726
    
    
    
    74,667Diluted earnings per unitIncome per unit before changes in accounting principles
and general partner interest
    
    $
    1.12
    
    
    $
    0.70
    
    
    $
    0.40Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    
    
    
    
    General partners interest in net income
    
    
    
    
    
    
    
    
    
    
    Limited partners interest in net income
    
    $
    1.12
    
    
    $
    0.69
    
    
    $
    0.40
 
 Note 20. Commitments and Contingencies
 Litigation
   F-79




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F-80




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##### Table of Contents



Contractual Obligations
  Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterScheduled maturities of long-term debt
    
    $
    5,484,068
    
    
    $
    
    
    
    $
    
    
    
    $
    655,000
    
    
    $
    569,068
    
    
    $
    1,360,000
    
    
    $
    2,900,000Operating lease obligations
    
    $
    274,700
    
    
    $
    19,190
    
    
    $
    19,877
    
    
    $
    16,374
    
    
    $
    15,688
    
    
    $
    16,263
    
    
    $
    187,308Purchase obligations:Product purchase commitments:Estimated payment obligations:Natural gas
    
    $
    920,736
    
    
    $
    153,316
    
    
    $
    153,736
    
    
    $
    153,316
    
    
    $
    153,316
    
    
    $
    153,316
    
    
    $
    153,736NGLs
    
    $
    2,902,805
    
    
    $
    959,127
    
    
    $
    223,570
    
    
    $
    213,315
    
    
    $
    213,315
    
    
    $
    213,315
    
    
    $
    1,080,163Petrochemicals
    
    $
    2,656,633
    
    
    $
    1,110,957
    
    
    $
    448,334
    
    
    $
    245,028
    
    
    $
    220,037
    
    
    $
    119,397
    
    
    $
    512,880Other
    
    $
    79,418
    
    
    $
    35,183
    
    
    $
    27,653
    
    
    $
    13,681
    
    
    $
    765
    
    
    $
    659
    
    
    $
    1,477Underlying major volume commitments:Natural gas (in BBtus)
    
    
    109,600
    
    
    
    18,250
    
    
    
    18,300
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,300NGLs (in MBbls)
    
    
    68,331
    
    
    
    21,957
    
    
    
    5,322
    
    
    
    5,086
    
    
    
    5,086
    
    
    
    5,086
    
    
    
    25,794Petrochemicals (in MBbls)
    
    
    45,535
    
    
    
    19,250
    
    
    
    7,460
    
    
    
    4,289
    
    
    
    3,670
    
    
    
    2,024
    
    
    
    8,842Service payment commitments
    
    $
    15,725
    
    
    $
    10,413
    
    
    $
    3,759
    
    
    $
    900
    
    
    $
    93
    
    
    $
    93
    
    
    $
    467Capital expenditure commitments
    
    $
    239,000
    
    
    $
    239,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Scheduled Maturities of Long-Term Debt
 Operating Lease Obligations.
    F-81




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Purchase Obligations.
 §
    
    We have long and short-term product purchase obligations for NGLs, certain
petrochemicals and natural gas with third-party suppliers. The prices that we are
obligated to pay under these contracts approximate market prices at the time we take
delivery of the volumes. The preceding table shows our volume commitments and estimated
payment obligations under these contracts for the periods indicated. Our estimated future
payment obligations are based on the contractual price under each contract for purchases
made at December 31, 2006 applied to all future volume commitments. Actual future payment
obligations may vary depending on market prices at the time of delivery. At December 31,
2006, we do not have any product purchase commitments with fixed or minimum pricing
provisions with remaining terms in excess of one year.§
    
    We have long and short-term commitments to pay third-party providers for services such
as equipment maintenance agreements. Our contractual payment obligations vary by
contract. The preceding table shows our future payment obligations under these service
contracts.§
    
    We have short-term payment obligations relating to our capital projects and those of
our unconsolidated affiliates. These commitments represent unconditional payment
obligations to vendors for services rendered or products purchased. The preceding table
presents our share of such commitments for the periods indicated.
 Commitments Under Equity Compensation Plans of EPCO
   F-82




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Performance Guaranty
   Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others
 Other Claims
  Other Commitments
  
 Note 21. Significant Risks and Uncertainties
 Nature of Operations in Midstream Energy Industry
  F-83




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Credit Risk due to Industry Concentrations
   Counterparty Risk with respect to Financial Instruments
  Weather-Related Risks
   F-84




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Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
  F-85




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Business interruption proceeds:Hurricane Ivan
    
    $
    17,382Hurricane Katrina
    
    
    24,500Hurricane Rita
    
    
    22,000Total proceeds
    
    $
    63,882Property damage proceeds:Hurricane Ivan
    
    $
    24,104Hurricane Katrina
    
    
    7,500Hurricane Rita
    
    
    3,000Total proceeds
    
    $
    34,604Total proceeds received during 2006
    
    $
    98,486
  
 Note 22. Supplemental Cash Flow Information
  For the Year Ended December 31,2006
    
    2005
    
    2004Decrease (increase) in:Accounts and notes receivable
    
    $
    152,837
    
    
    $
    (360,443
    )
    
    $
    (451,000
    )Inventories
    
    
    (66,289
    )
    
    
    (148,846
    )
    
    
    (44,202
    )Prepaid and other current assets
    
    
    14,257
    
    
    
    (51,262
    )
    
    
    2,726Other assets
    
    
    (22,581
    )
    
    
    58,765
    
    
    
    (6,073
    )Increase (decrease) in:Accounts payable
    
    
    (14,164
    )
    
    
    47,609
    
    
    
    108,458Accrued gas payable
    
    
    (8,344
    )
    
    
    349,979
    
    
    
    286,089Accrued expenses
    
    
    (62,207
    )
    
    
    (161,989
    )
    
    
    8,800Accrued interest
    
    
    20,152
    
    
    
    (1,865
    )
    
    
    2,617Other current liabilities
    
    
    74,941
    
    
    
    2,651
    
    
    
    6,268Other liabilities
    
    
    (7,991
    )
    
    
    1,673
    
    
    
    (4,137
    )Net effect of changes in operating accounts
    
    $
    80,611
    
    
    $
    (263,728
    )
    
    $
    (90,454
    )Cash payments for interest, net of $55,660, $22,046 and
$2,766 capitalized in 2006, 2005 and 2004, respectively
    
    $
    277,752
    
    
    $
    259,304
    
    
    $
    138,830Cash payments for federal and state income taxes
    
    $
    10,497
    
    
    $
    5,160
    
    
    $
    182
  For the Year Ended December 31,2006
    
    2005
    
    2004Fair value of assets acquired
    
    $
    470,691
    
    
    $
    353,176
    
    
    $
    5,946,291Less liabilities assumed, including minority interest amounts
    
    
    (194,191
    )
    
    
    (23,940
    )
    
    
    (4,810,662
    )Net assets acquired
    
    
    276,500
    
    
    
    329,236
    
    
    
    1,135,629Less cash acquired
    
    
    
    
    
    
    (2,634
    )
    
    
    (40,968
    )Cash used for business combinations, net of cash received
    
    $
    276,500
    
    
    $
    326,602
    
    
    $
    1,094,661
 F-86




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Note 23. Quarterly Financial Information (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterFor the Year Ended December 31, 2006:Revenues
    
    $
    3,250,074
    
    
    $
    3,517,853
    
    
    $
    3,872,525
    
    
    $
    3,350,517Operating income
    
    
    192,679
    
    
    
    184,481
    
    
    
    273,461
    
    
    
    205,043Income before changes in accounting principles
    
    
    22,259
    
    
    
    22,633
    
    
    
    28,698
    
    
    
    25,816Net income
    
    
    22,355
    
    
    
    22,633
    
    
    
    28,698
    
    
    
    25,813Income per unit before changes in accounting
principles:Basic and diluted
    
    $
    0.25
    
    
    $
    0.25
    
    
    $
    0.32
    
    
    $
    0.29Net income per unit:Basic and diluted
    
    $
    0.25
    
    
    $
    0.25
    
    
    $
    0.32
    
    
    $
    0.29For the Year Ended December 31, 2005:Revenues
    
    $
    2,555,522
    
    
    $
    2,671,768
    
    
    $
    3,249,291
    
    
    $
    3,780,378Operating income
    
    
    165,004
    
    
    
    125,334
    
    
    
    193,995
    
    
    
    176,755Income before changes in accounting principles
    
    
    9,535
    
    
    
    10,767
    
    
    
    15,301
    
    
    
    19,900Net income
    
    
    9,535
    
    
    
    10,767
    
    
    
    15,301
    
    
    
    19,673Income per unit before changes in accounting
principles:Basic and diluted
    
    $
    0.13
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    0.22Net income per unit:Basic and diluted
    
    $
    0.13
    
    
    $
    0.14
    
    
    $
    0.19
    
    
    $
    0.22
 F-87




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##### Table of Contents



Note 24. Condensed Financial Information of Operating Partnership
     At December 31,2006
    
    2005ASSETSCurrent assets
    
    $
    1,915,937
    
    
    $
    1,960,015Property, plant and equipment, net
    
    
    9,832,547
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates
    
    
    564,559
    
    
    
    471,921Intangible assets, net
    
    
    1,003,955
    
    
    
    913,626Goodwill
    
    
    590,541
    
    
    
    494,033Deferred tax asset
    
    
    1,632
    
    
    
    3,606Other assets
    
    
    74,103
    
    
    
    39,014Total
    
    $
    13,983,274
    
    
    $
    12,571,239LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,986,444
    
    
    $
    1,894,227Long-term debt
    
    
    5,295,590
    
    
    
    4,833,781Other long-term liabilities
    
    
    99,845
    
    
    
    84,486Minority interest
    
    
    136,249
    
    
    
    106,159Partners equity
    
    
    6,465,146
    
    
    
    5,652,586Total
    
    $
    13,983,274
    
    
    $
    12,571,239Total principal amount of Operating Partnership
debt obligations guaranteed by us
    
    $
    5,314,000
    
    
    $
    4,844,000
 F-88




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##### Table of Contents



For the Year Ended December 31,2006
    
    2005
    
    2004Revenues
    
    $
    13,990,969
    
    
    $
    12,256,959
    
    
    $
    8,321,202Costs and expenses
    
    
    13,148,530
    
    
    
    11,605,923
    
    
    
    7,946,816Equity in income of unconsolidated affiliates
    
    
    21,565
    
    
    
    14,548
    
    
    
    52,787Operating income
    
    
    864,004
    
    
    
    665,584
    
    
    
    427,173Other expense, net
    
    
    (231,876
    )
    
    
    (226,075
    )
    
    
    (153,251
    )Income before provision for income taxes, minority
interest and changes in accounting principles
    
    
    632,128
    
    
    
    439,509
    
    
    
    273,922Provision for income taxes
    
    
    (21,198
    )
    
    
    (8,362
    )
    
    
    (3,761
    )Income before minority interest and changes in
accounting principles
    
    
    610,930
    
    
    
    431,147
    
    
    
    270,161Minority interest
    
    
    (9,190
    )
    
    
    (5,989
    )
    
    
    (8,072
    )Income before changes in accounting principles
    
    
    601,740
    
    
    
    425,158
    
    
    
    262,089Cumulative effect of changes in accounting principles
    
    
    1,472
    
    
    
    (4,208
    )
    
    
    10,781Net income
    
    $
    603,212
    
    
    $
    420,950
    
    
    $
    272,870
 
 Note 25. Subsequent Events
 Initial Public Offering of Duncan Energy Partners
    Investigation regarding Ammonia Release from Magellan Pipeline
  F-89




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ENTERPRISE GP HOLDINGS L.P.
VALUATION AND QUALIFYING ACCOUNTS
(Dollar in thousands)
 AdditionsBalance At
    
    Charged To
    
    Charged ToBeginning
    
    Costs And
    
    Other
    
    
    
    
    
    Balance AtDescription
    
    Of Period
    
    Expenses
    
    Accounts
    
    Deductions
    
    End of PeriodAccounts receivable  tradeAllowance for doubtful accounts(1)2006
    
    $
    37,329
    
    
    $
    473
    
    
    $
    
    
    
    $
    (14,396
    )
    
    $
    23,4062005
    
    
    32,773
    
    
    
    5,391
    
    
    
    5,541
    
    
    
    (6,376
    )
    
    
    37,3292004
    
    
    20,423
    
    
    
    4,840
    
    
    
    12,621
    
    
    
    (5,111
    )
    
    
    32,773
 
 (1)
    
    For additional information regarding our allowance for doubtful accounts, see Note 2. F-90




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##### Table of Contents



Index to Exhibits
  ExhibitNumber
    
    Description of Exhibit12.1
    
    Computation of ratio of earnings to fixed charges for each of the
five years ended December 31, 2006, 2005, 2004, 2003 and 2002.21.1
    
    List of subsidiaries as of February 28, 2007.23.1
    
    Consent of Deloitte & Touche LLP.31.1
    
    Sarbanes-Oxley Section 302 certification of Michael A. Creel for
Enterprise GP Holdings L.P. for the December 31, 2006 annual
report on Form 10-K.31.2
    
    Sarbanes-Oxley Section 302 certification of W. Randall Fowler for
Enterprise GP Holdings L.P. for the December 31, 2006 annual
report on Form 10-K.32.1
    
    Section 1350 certification of Michael A. Creel for the December
31, 2006 annual report on Form 10-K.32.2
    
    Section 1350 certification of W. Randall Fowler for the December
31, 2006 annual report on Form 10-K.