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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, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to  .
 Commission file number: 1-32610
 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
  þ o
  o þ
 þ o
 o
  Large accelerated filer
    
    o
    
    Accelerated filer þNon-accelerated filer
    
    o (Do not check if a smaller reporting company)
    
    Smaller reporting company o
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ENTERPRISE GP HOLDINGS L.P.
TABLE OF CONTENTS
 PageNumberPART IItems 1 and 2.
    
    Business and Properties.
    
    
    4Item 1A.
    
    Risk Factors.
    
    
    26Item 1B.
    
    Unresolved Staff Comments.
    
    
    51Item 3.
    
    Legal Proceedings.
    
    
    51Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    51PART IIItem 5.
    
    Market for Registrants Common Equity, Related Unitholder
Matters and Issuer Purchases of Equity Securities.
    
    
    52Item 6.
    
    Selected Financial Data.
    
    
    53Item 7.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations.
    
    
    54Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    81Item 8.
    
    Financial Statements and Supplementary Data.
    
    
    85Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
    
    
    190Item 9A.
    
    Controls and Procedures.
    
    
    190Item 9B.
    
    Other Information.
    
    
    194PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance.
    
    
    195Item 11.
    
    Executive Compensation.
    
    
    200Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Unitholder Matters.
    
    
    212Item 13.
    
    Certain Relationships and Related Transactions, and Director
Independence.
    
    
    215Item 14.
    
    Principal Accountant Fees and Services.
    
    
    222PART IVItem 15.
    
    Exhibits and Financial Statement Schedules.
    
    
    224Signatures
    
    
    
    
    227Computation of Ratio of Earnings to Fixed ChargesList of SubsidiariesConsent 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
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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, should, will, believe, may,
potential, 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 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 www.enterprisegp.com
 Business Strategy
  §


    
    managing the entities that it controls (e.g. Enterprise Products Partners and TEPPCO)
for the successful execution of their respective business activities, operations and
strategies;§


    
    evaluating opportunities to acquire general partner interests and associated incentive
distribution rights (IDRs) and related limited partner interests in publicly traded
partnerships (e.g. Energy Transfer Equity and LE GP); and§


    
    evaluating opportunities to acquire assets and businesses in accordance with business
opportunity agreements.
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Recent Developments
  Basis of Presentation
   Segment Discussion
  §

    
    Investment in Enterprise Products Partners Reflects the consolidated operations of
Enterprise Products Partners and its general partner, EPGP.§

    
    Investment in TEPPCO Reflects the consolidated operations of TEPPCO and its general
partner, TEPPCO GP. This segment also includes the assets and operations of Jonah Gas
Gathering Company (Jonah).§

    
    Investment in Energy Transfer Equity Reflects the Parent Companys investments in
Energy Transfer Equity and its general partner, LE GP. These investments were acquired in
May 2007. The Parent Company accounts for these non-controlling investments using the
equity method of accounting.
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/d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feet
 Financial Information by Business Segment
  Our Major Customers
  Investment in Enterprise Products Partners
  EPGP
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§

    
    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.
  Enterprise Products Partners
   NGL Pipelines & Services
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Onshore Natural Gas Pipelines & Services
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Offshore Pipelines & Services
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Petrochemical Services
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Major customers
 Investment in TEPPCO
   TEPPCO GP
   §



    
    2% of quarterly cash distributions up to $0.275 per unit paid by TEPPCO;§



    
    15% of quarterly cash distributions from $0.275 per unit up to $0.325 per unit paid
by TEPPCO; and§



    
    25% of quarterly cash distributions that exceed $0.325 per unit paid by TEPPCO.
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TEPPCO
   Downstream
   .
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Upstream
     Midstream
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Marine
Transportation .
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Major customers
 Investment in Energy Transfer Equity
  LE GP
  Energy Transfer Equity
  §



    
    Direct ownership of 62,500,797 ETP limited partner units, representing approximately
46% of the total outstanding ETP units.§



    
    Indirect ownership of the 2% general partner interest of ETP and all associated IDRs
held by ETPs general partner, of which Energy Transfer Equity owns 100% of the membership
interests. Currently, the quarterly general partner and associated IDR thresholds of
ETPs general partner are as follows:
 §


    
    2% of quarterly cash distributions up to $0.275 per unit paid by ETP;§



    
    15% of quarterly cash distributions from $0.275 per unit up to $0.3175 per unit
paid by ETP;§



    
    25% of quarterly cash distributions from $0.3175 per unit up to $0.4125 per unit
paid by ETP; and§



    
    50% of quarterly cash distributions that exceed $0.4125 per unit paid by ETP.
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Midstream
 Intrastate Transportation and Storage
  Interstate Transportation
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Retail Propane
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Title to Properties
  Regulation
 Interstate Regulation
 Liquids pipelines
    Natural gas
  Offshore pipelines
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Marine transportation
 Intrastate Regulation
   Sales of Natural Gas
  Environmental and Safety Matters
 General
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Water
    Air Emissions
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Solid Waste
  Environmental Remediation
  Pipeline Safety Matters
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Risk Management Plans
  Safety Matters
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Employees
  Available Information
 www.sec.gov
 www.enterprisegp.com
  §
    
    Enterprise Products Partners  SEC File No. 1-14323; website address:
www.epplp.com§
    
    Duncan Energy Partners  SEC File No. 1-33266; website address: www.deplp.com§
    
    TEPPCO  SEC File No. 1-10403; website address: www.teppco.com§
    
    Energy Transfer Equity  SEC File No. 1-32740; website address:
www.energytransfer.com§
    
    ETP  SEC File No. 1-11727; website address: www.energytransfer.com
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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 each of the Master Limited Partner Entities (or MLP Entities) and the
Controlled General Partner Entities (or Controlled GP Entities).
  §
    
    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, including differentials
between regional markets;§
    
    fluctuations in its working capital needs;§
    
    level of its operating costs, including reimbursements to its general partner;§
    
    prevailing economic conditions; and§
    
    level of competition in its business segments.
  §
    
    the level of sustaining capital expenditures it makes;§
    
    the cost of any capital projects and acquisitions;§
    
    its debt service requirements and restrictions contained in its obligations for
borrowed money; and§
    
    the amount of cash reserves established by EPGP, TEPPCO GP and LE GP for the proper
conduct of Enterprise Products Partners, TEPPCOs and Energy Transfer Equitys
businesses, respectively.
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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.
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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;§
    
    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;
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§
    
    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.
  Substantially all of our Units that are owned by EPCO and its affiliates and substantially all
of the common units of Enterprise Products Partners and TEPPCO that are owned by EPCO and its
affiliates 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, Enterprise
Products Partners or TEPPCO could result.
  All of our assets are pledged under our credit facility.
  Our general partner has a limited call right that may require you to sell your Units at an
undesirable time or price.
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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.
  The MLP Entities may issue additional common units, which may increase the risk that the MLP
Entities will not have sufficient available cash to maintain or increase their 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.
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We may have to take actions that are disruptive to our business strategy to avoid registration
under the Investment Company Act of 1940.
     Our partnership agreement restricts the rights of unitholders owning 20% or more of our Units.
  31




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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.
    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.
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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, EPGP, Enterprise Products Partners, TEPPCO GP, TEPPCO 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;§
    
    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;
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§
    
    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.
  Each of the Controlled GP Entities controls its respective Controlled Entity and may influence
cash distributed to us.
  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.
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Risks Relating to the MLP Entities Business
  The interruption of distributions to the MLP Entities from their respective subsidiaries and
joint ventures may affect their ability to satisfy their obligations and to make distributions
to their partners.
   Changes in demand for and production of hydrocarbon products may materially adversely affect
the MLP Entities results of operations, cash flows and financial condition.
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§
    
    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 the MLP Entities
facilities could adversely affect its results of operations, cash flows and financial
condition.
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Acquisitions that appear to be accretive may nevertheless reduce the MLP Entities cash from
operations on a per unit basis.
  §
    
    mistaken assumptions about volumes, revenues and costs, including synergies;§
    
    an inability to integrate successfully the acquired businesses;§
    
    decreased liquidity as a result of using a significant portion of available cash or
borrowing capacity to finance the acquisition;§
    
    a significant increase in interest expense or financial leverage if additional debt is
incurred to finance the acquisition;§
    
    the assumption of known or unknown liabilities for which there is no indemnification or
for which indemnity is inadequate or limited;§
    
    an inability to hire, train or retain qualified personnel to manage and operate new
businesses and assets;§
    
    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.
  The MLP Entities may not be able to fully execute their growth strategies if they encounter
illiquid capital markets or increased competition for investment opportunities.
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The MLP Entities face competition from third parties in their midstream businesses.
  §
    
    geographic proximity to the production;§
    
    costs of connection;§
    
    available capacity;§
    
    rates; and§
    
    access to markets.
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Increases in interest rates could materially adversely affect the MLP Entities business,
results of operations, cash flows and financial condition.
    The MLP Entities future debt level may limit their flexibility to obtain additional financing
and pursue other business opportunities.
  §
    
    a substantial portion of the MLP Entities cash flow, including that of Duncan Energy
Partners to Enterprise Products 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.
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The use of derivative financial instruments could result in material financial losses by each
of the MLP Entities.
  The MLP Entities 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.
  §
    
    the MLP Entity 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;§
    
    the MLP Entity 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;§
    
    the MLP Entity may construct facilities to capture anticipated future growth in
production in a region in which such growth does not materialize;§
    
    since the MLP Entities are 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, the MLP Entities may
construct facilities in an area where the reserves are materially lower than it
anticipate;§
    
    where the MLP Entities do 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§
    
    the MLP Entities may be unable to obtain rights-of-way to construct additional
pipelines or the cost to do so may not be economical.
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The MLP Entities 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 required to be maintained under the
Sarbanes-Oxley Act of 2002;§
    
    managing relationships with new joint venture partners;§
    
    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.
  A natural disaster, catastrophe or other event could result in severe personal injury, property
damage and environmental damage, which could curtail the MLP Entities operations and otherwise
materially adversely affect cash flow and, accordingly, affect the market price of their common
units.
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Federal or state regulation could materially adversely affect the MLP Entities business,
results of operations, cash flows and financial condition.
   i.e
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BP West Coast Products, LLC v. FERC Lakehead Lakehead BP West Coast
 BP West Coast
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The MLP Entities pipeline integrity programs may impose significant costs and liabilities on
them.
  Environmental costs and liabilities and changing environmental regulation could materially
affect the MLP Entities results of operations, cash flows and financial condition.
   The MLP Entities are subject to strict regulations at many of their facilities regarding
employee safety, and failure to comply with these regulations could adversely affect their
ability to make distributions to us and the Controlled GP Entities.
  An impairment of goodwill and intangible assets could reduce the MLP Entities net income.
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The MLP Entities may be unable to cause their joint ventures to take or not to take certain
actions unless some or all of the joint venture participants agree.
   Terrorist attacks aimed at any of the MLP Entities facilities could adversely affect their
business, results of operations, cash flows and financial condition.
  Risks Relating to Energy Transfer Equity and ETP
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A reduction in ETPs distributions will disproportionately affect the amount of cash
distributions to which Energy Transfer Equity and we are entitled.
  ETP is under investigation by the FERC and CFTC relating to certain trading and transportation
activities, and is a party to certain other commodity-based litigation.
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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.
     The tax treatment of publicly traded partnerships or an investment in our Units could be
subject to potential legislative, judicial or administrative changes and differing
interpretations, possibly on a retroactive basis.
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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 any of the MLP Entities
may adversely impact the market for its common units, and the costs of any contest will be
borne by such MLP Entity, and therefore indirectly by us and the other unitholders of the MLP
Entities.
  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.
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Tax-exempt entities and non-U.S. persons face unique tax issues from owning Units that may
result in adverse tax consequences to them.
  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.
  We prorate our items of income, gain, loss and deduction between transferors and transferees of
the Units each month based upon the ownership of the units on the first day of each month,
instead of on the basis of the date a particular Unit is transferred.
  The publicly traded partnerships in which we own interests have adopted certain methodologies
that may result in a shift of income, gain, loss and deduction between the general partner and
the unitholders of these publicly traded partnerships. The Internal Revenue Service may
challenge this treatment, which could adversely affect the value of the units of a publicly
traded partnership in which we own interests and our Units.
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Our unitholders will likely be subject to state and local taxes and return filing requirements
in states where they do not live as a result of investing in our Units.
  The sale or exchange of 50% or more of our capital and profits interests during any
twelve-month period will result in the termination of our partnership for federal income tax
purposes.
  
 Item 1B. Unresolved Staff Comments .
  
 Item 3. Legal Proceedings .
   
 Item 4. Submission of Matters to a Vote of Security Holders
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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
    
    Date20061st Quarter
    
    $
    40.650
    
    
    $
    37.350
    
    
    $
    0.295
    
    
    Apr. 28, 2006
    
    May 11, 20062nd Quarter
    
    $
    37.670
    
    
    $
    30.700
    
    
    $
    0.310
    
    
    Jul. 31, 2006
    
    Aug. 11, 20063rd Quarter
    
    $
    36.930
    
    
    $
    31.680
    
    
    $
    0.335
    
    
    Oct. 31, 2006
    
    Nov. 9, 20064th Quarter
    
    $
    37.490
    
    
    $
    31.330
    
    
    $
    0.350
    
    
    Jan. 31, 2007
    
    Feb. 9, 200720071st Quarter
    
    $
    40.100
    
    
    $
    34.700
    
    
    $
    0.365
    
    
    Apr. 30, 2007
    
    May 11, 20072nd Quarter
    
    $
    41.880
    
    
    $
    36.330
    
    
    $
    0.380
    
    
    Jul. 31, 2007
    
    Aug. 10, 20073rd Quarter
    
    $
    46.960
    
    
    $
    32.760
    
    
    $
    0.395
    
    
    Oct. 31, 2007
    
    Nov. 9, 20074th Quarter
    
    $
    37.750
    
    
    $
    32.850
    
    
    $
    0.410
    
    
    Jan. 31, 2008
    
    Feb. 8, 2008
  Recent Sales of Unregistered Securities
  Units Authorized for Issuance Under Equity Compensation Plan
  Issuer Purchases of Equity Securities
  52




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##### Table of Contents



Item 6. Selected Financial Data .
  For the Years Ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Results of operations data:(1)Revenues
    
    $
    26,713,769
    
    
    $
    23,612,146
    
    
    $
    20,858,240
    
    
    $
    8,321,202
    
    
    $
    5,346,431Income from continuing operations (2)
    
    $
    109,021
    
    
    $
    133,899
    
    
    $
    82,436
    
    
    $
    29,562
    
    
    $
    15,861Basic and diluted net income per unit (3)
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90
    
    
    $
    0.40
    
    
    $
    0.21Other financial data:Distributions per unit (4)
    
    $
    1.55
    
    
    $
    1.29
    
    
    $
    0.372
    
    
    
    n/a
    
    
    
    n/a
 At December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Financial position data:(1)Total assets
    
    $
    23,724,102
    
    
    $
    18,699,891
    
    
    $
    17,074,071
    
    
    $
    11,315,901
    
    
    $
    4,802,802Long-term
and current maturities of debt (5)
    
    $
    9,861,205
    
    
    $
    7,053,877
    
    
    $
    6,493,301
    
    
    $
    4,647,669
    
    
    $
    2,139,548Partners equity (6)
    
    $
    2,039,022
    
    
    $
    1,440,249
    
    
    $
    1,469,606
    
    
    $
    74,045
    
    
    $
    36,443Total Units outstanding (7)
    
    
    112,325
    
    
    
    103,057
    
    
    
    91,802
    
    
    
    74,667
    
    
    
    74,667
 
 (1)
    
    In general, our historical results of operations and financial
position have been affected by business combinations, asset acquisitions
and other capital spending, including the consolidation of TEPPCO
effective January 1, 2005. In February 2005, private company affiliates
of EPCO under common control with the Parent Company acquired ownership
interests in TEPPCO and TEPPCO GP. In September 2004, Enterprise
Products Partners completed a merger with GulfTerra Energy Partners,
L.P., which significantly expanded Enterprise Products Partners asset
base and earnings. In May 2007, the Parent Company acquired non-controlling interests in both Energy Transfer Equity and LE GP.(2)
    
    Amounts presented are before the cumulative effect of
changes in accounting principles.(3)
    
    For information regarding our earnings
per unit for the years ended December 31, 2007, 2006 and 2005, see Note
19 of the Notes to Consolidated Financial Statements included under Item
8 of this annual report.(4)
    
    For information regarding the Parent Companys
cash distributions, see Note 16 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report.(5)
    
    In general, our
consolidated debt has increased over time as a result of financing all
or a portion of acquisitions and other capital spending. The inclusion
of TEPPCO effective January 1, 2005 also increased consolidated debt.(6)
    
    For information regarding our partners equity, see Note 16 of the Notes
to Consolidated Financial Statements included under Item 8 of this
annual report.(7)
    
    Represents the weighted-average number of Units
outstanding during each year. For additional information regarding Units
outstanding, see Note 19 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report. 53




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations .
 For the years ended December 31, 2007, 2006 and 2005.
  §
    
    Cautionary Note Regarding Forward-Looking Statements.§
    
    Significant Relationships Referenced in this Discussion and Analysis.
    
    Overview of Business.§
    
    Basis of Presentation.§
    
    Recent Developments  Discusses significant matters pertaining to the Parent Company
during the year ended December 31, 2007.§
    
    Results of Operations  Discusses material year-to-year variances in our Statements of
Consolidated Operations.§
    
    Liquidity and Capital Resources  Addresses available sources of liquidity and capital
resources and includes a discussion of our capital spending program.§
    
    Critical Accounting Policies and Estimates.§
    
    Other Items  Includes information related to contractual obligations, off-balance
sheet arrangements, related party transactions, recent accounting pronouncements and
similar disclosures.
  /d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feet
  Cautionary Note Regarding Forward-Looking Statements
 This managements discussion and analysis 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, seek, goal, forecast, intend, could, should,
will, believe, may, potential, 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
 54




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##### Table of Contents



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.
 Significant Relationships Referenced in this Discussion and Analysis
           55




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##### Table of Contents



Overview of Business
    Basis of Presentation
  Recent Developments
  Contribution of Equity Interests in TEPPCO and TEPPCO GP in May 2007
  Acquisition of Equity Interests in Energy Transfer Equity and LE GP in May 2007
  56




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##### Table of Contents



Offering of 20,134,220 Units Completed in July 2007
  New Credit Agreement Executed in August 2007
  $850 Million Term Loan Executed in November 2007
  Results of Operations
  §
    
    Investment in Enterprise Products Partners Reflects the consolidated operations of
Enterprise Products Partners and its general partner, EPGP.§
    
    Investment in TEPPCO Reflects the consolidated operations of TEPPCO and its general
partner, TEPPCO GP. This segment also includes the assets and operations of Jonah Gas
Gathering Company (Jonah).§
    
    Investment in Energy Transfer Equity Reflects the Parent Companys investments in
Energy Transfer Equity and its general partner, LE GP. These investments were acquired in
May 2007. The Parent Company accounts for these non-controlling investments using the
equity method of accounting.
    57




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##### Table of Contents



For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Revenues:Investment in Enterprise Products Partners
    
    $
    16,950,125
    
    
    $
    13,990,969
    
    
    $
    12,256,959Investment in TEPPCO
    
    
    9,862,676
    
    
    
    9,691,320
    
    
    
    8,618,487Eliminations (1)
    
    
    (99,032
    )
    
    
    (70,143
    )
    
    
    (17,206
    )Total revenues
    
    
    26,713,769
    
    
    
    23,612,146
    
    
    
    20,858,240Costs and expenses:Investment in Enterprise Products Partners
    
    
    16,097,178
    
    
    
    13,154,755
    
    
    
    11,609,958Investment in TEPPCO
    
    
    9,520,610
    
    
    
    9,425,153
    
    
    
    8,395,621Other, non-segment including Parent Company (2)
    
    
    (84,241
    )
    
    
    (59,569
    )
    
    
    (16,745
    )Total costs and expenses
    
    
    25,533,547
    
    
    
    22,520,339
    
    
    
    19,988,834Equity earnings (loss):Investment in Enterprise Products Partners
    
    
    20,301
    
    
    
    21,327
    
    
    
    14,548Investment in TEPPCO
    
    
    (9,793
    )
    
    
    3,886
    
    
    
    20,093Investment in Energy Transfer Equity (3)
    
    
    3,095
    
    
    
    
    
    
    
    Total equity earnings
    
    
    13,603
    
    
    
    25,213
    
    
    
    34,641Operating income:Investment in Enterprise Products Partners
    
    
    873,248
    
    
    
    857,541
    
    
    
    661,549Investment in TEPPCO
    
    
    332,273
    
    
    
    270,053
    
    
    
    242,959Investment in Energy Transfer Equity
    
    
    3,095
    
    
    
    
    
    
    
    Other, non-segment including Parent Company
    
    
    (14,791
    )
    
    
    (10,574
    )
    
    
    (461
    )Total operating income
    
    
    1,193,825
    
    
    
    1,117,020
    
    
    
    904,047Interest expense
    
    
    (487,419
    )
    
    
    (333,742
    )
    
    
    (330,862
    )Provision for income taxes
    
    
    (15,813
    )
    
    
    (21,974
    )
    
    
    (8,363
    )Other income, net
    
    
    71,788
    
    
    
    11,180
    
    
    
    (3,442
    )Income before minority interest and cumulative
effect of changes in accounting principles
    
    
    762,381
    
    
    
    772,484
    
    
    
    561,380Minority interest(4)
    
    
    (653,360
    )
    
    
    (638,585
    )
    
    
    (478,944
    )Cumulative effect of changes in accounting principles(5)
    
    
    
    
    
    
    93
    
    
    
    (227
    )Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209
 
 (1)
    
    Represents the elimination of revenues between our business segments.(2)
    
    Represents the elimination of expenses between business segments. In
addition, these amounts include nominal amounts of general and administrative
costs of the Parent Company. Such costs were $4.3 million, $2.1 million and
$0.5 million for the years ended December 31, 2007, 2006 and 2005,
respectively.(3)
    
    Represents equity earnings from the Parent Companys investments in Energy
Transfer Equity and LE GP. See Note 12 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report for information
regarding these investments, including related excess cost amortization.(4)
    
    Minority interest represents the allocation of earnings of our consolidated
subsidiaries to third party and related party owners of such entities other
than the Parent Company. See Note 2 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report for information
regarding our minority interest amounts.(5)
    
    For information regarding these changes in accounting principles, including
a presentation of the pro forma effects these changes would have on our
historical earnings, see Note 9 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report.  Comparison of 2007 with 2006
 Investment in Enterprise Products Partners
 58




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Investment in TEPPCO.
   59




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Investment in Energy Transfer Equity
  Comparison of 2006 with 2005
 Investment in Enterprise Products Partners
    60




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Investment in TEPPCO.
     61




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Interest Expense
  For the YearsEnded December 31,2007
    
    
    2006
    
    
    2005Interest expense attributable to:Consolidated debt obligations of Enterprise Products Partners
    
    $
    311,764
    
    
    $
    238,023
    
    
    $
    230,549Consolidated debt obligations of TEPPCO
    
    
    101,223
    
    
    
    86,171
    
    
    
    81,861Parent Company debt obligations
    
    
    74,432
    
    
    
    9,548
    
    
    
    3,445EPGP related party note payable
    
    
    
    
    
    
    
    
    
    
    15,007Total interest expense
    
    $
    487,419
    
    
    $
    333,742
    
    
    $
    330,862
    Other Income, Net
  Minority Interest Expense
  62




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##### Table of Contents



For the Years Ended December 31,2007
    
    2006
    
    2005Limited partners of Enterprise Products Partners (1)
    
    $
    404,779
    
    
    $
    486,398
    
    
    $
    347,882Limited partners of Duncan Energy Partners (2)
    
    
    13,879
    
    
    
    
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    16,502
    
    
    
    10,321Limited partners of TEPPCO (3)
    
    
    217,938
    
    
    
    126,606
    
    
    
    114,980Joint venture partners
    
    
    16,764
    
    
    
    9,079
    
    
    
    5,761Total
    
    $
    653,360
    
    
    $
    638,585
    
    
    $
    478,944
 
 (1)
    
    The $81.6 million decrease between 2007 and 2006 is primarily due to $67.5 million decrease in
Enterprise Products Partners net income in 2007, which was influenced by a $73.7 million increase in
interest expense. In addition, Enterprise Products Partners earnings allocation to EPGP increased
$18.9 million year-to-year primarily due to higher incentive earnings allocated to EPGP in connection
with its IDRs in Enterprise Products Partners cash distributions.(2)
    
    Represents the allocation of Duncan Energy Partners earnings to its third party unitholders.
Duncan Energy Partners completed its initial public offering in February 2007.(3)
    
    The $91.3 million increase between 2007 and 2006 is primarily due to a $77.1 million increase in
TEPPCOs net income in 2007, which benefited from a $72.8 million gain on the sale of an equity
investment and related assets in the first quarter of 2007 to a third party, and earnings allocated to
the 9.7 million TEPPCO common units retained by DFI and DFI GP in connection with the conversion of
TEPPCOs 50%-split IDRs in December 2006. See Note 1 of the Notes to Consolidated Financial
Statements included under Item 8 of this annual report for additional information regarding the basis
of presentation of the TEPPCO IDRs. General Outlook for 2008
 Parent Company
   Enterprise Products Partners
   63




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##### Table of Contents



§
  
  believes that drilling and production activities in the major producing areas where it operates, including the Gulf of Mexico and supply basins in Texas, San Juan and the Rocky Mountains, will result in increased demand for its midstream energy services.  As a result, it expects higher transportation and processing volumes for certain of its existing and newly constructed assets due to increased natural gas, NGL and crude oil production from both onshore and offshore producing areas.§
  
  expects the volume of natural gas and NGLs available to its facilities in Texas to increase as a result of drilling activity and long-term agreements executed with new customers.  Enterprise Products Partners expects natural gas transportation volumes on its Texas Intrastate System to increase during 2008 as it supplies the Houston, Texas area with natural gas volumes under a long-term agreement with CenterPoint Energy and begin operations on the Sherman Extension pipeline in the Barnett shale region of North Texas in the fourth quarter of 2008.§
  
  believes that the current strength of the domestic and global
economies should continue to drive increased demand for all forms of energy despite
fluctuating commodity prices.  Its 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 due
to the higher cost of crude oil derivatives.§
  
  believes, longer term, that the expansion of crude oil refineries on the U.S.
Gulf Coast could result in opportunities to provide additional midstream services through
its existing assets and support the construction of new pipeline and storage facilities.
 TEPPCO
  §
  
  believes imports of refined products to the U.S. will increase.
Opportunities include acquiring or developing facilities to take advantage of the
increased volumes, and enhancing TEPPCOs refined products storage business.§
  
  expects to see turnover in commercial terminal ownership and operations.
Opportunities include acquiring refined products terminals and distribution
assets to provide logistical service offerings to companies seeking to outsource or partner.§
  
  believes imports of crude oil to the U.S. Gulf Coast will increase.
Opportunities include building onshore or offshore crude oil discharge,
handling and transportation facilities to optimize the U.S. Gulf Coast marine
delivery options for imported crude oil; strengthening the market position around TEPPCOs
existing market base; and focusing on new refinery supply markets with existing assets
and expanding TEPPCOs asset base in the upper Texas Gulf Coast as well as utilizing the
existing Cushing, Oklahoma, storage for mid-continent refineries and other customers.§
  
  expects the demand for marine transportation services in TEPPCOs market
areas to remain strong.  Opportunities include expanding TEPPCOs current barge capacity
through new construction or acquisitions and utilizing its newly acquired marine
transportation business, which complements its existing strategy of developing a network
of terminals along the nations inland and coastal waterways, to extend logistical services
to its existing and new customers.
 64




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##### Table of Contents



§
  
  expects to see continued expansion opportunities for natural gas gathering and
related services in the Jonah, Pinedale and San Juan Basin areas.  Opportunities
include continuing development and expansion of the Jonah system which serves the
Jonah and Pinedale fields; and capitalizing on its assets that are positioned in
active producing areas important to future domestic gas supply.
  Energy Transfer Equity (as excerpted from Energy Transfer Equity L.P.s Form 10-K for the fiscal year ended August 31, 2007)
  Liquidity and Capital Resources
  65




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For the Years Ended December 31,2007
    
    2006
    
    2005Net cash flows provided by operating activities:EPGP and Subsidiaries (1)
    
    $
    1,588,959
    
    
    $
    1,174,837
    
    
    $
    614,766TEPPCO GP and Subsidiaries (2)
    
    
    350,499
    
    
    
    273,122
    
    
    
    254,500Parent Company (3)
    
    
    184,673
    
    
    
    166,123
    
    
    
    92,466Eliminations and adjustments (4)
    
    
    (187,297
    )
    
    
    (174,508
    )
    
    
    (93,500
    )Net cash flows provided by operating activities
    
    $
    1,936,834
    
    
    $
    1,439,574
    
    
    $
    868,232Cash used in investing activities:EPGP and Subsidiaries (1)
    
    $
    (2,553,607
    )
    
    $
    (1,689,200
    )
    
    $
    (1,130,388
    )TEPPCO GP and Subsidiaries (2)
    
    
    (317,400
    )
    
    
    (273,716
    )
    
    
    (350,915
    )Parent Company (3)
    
    
    (1,650,827
    )
    
    
    (18,920
    )
    
    
    (366,458
    )Eliminations and adjustments (5)
    
    
    (19,264
    )
    
    
    11,189
    
    
    
    366,819Cash used in investing activities
    
    $
    (4,541,098
    )
    
    $
    (1,970,647
    )
    
    $
    (1,480,942
    )Cash provided by (used in) financing activities:EPGP and Subsidiaries (1)
    
    $
    981,815
    
    
    $
    495,074
    
    
    $
    532,757TEPPCO GP and Subsidiaries (2)
    
    
    (33,154
    )
    
    
    594
    
    
    
    80,112Parent Company
    
    
    1,467,027
    
    
    
    (146,928
    )
    
    
    274,500Eliminations and adjustments (4)
    
    
    206,792
    
    
    
    163,086
    
    
    
    (273,319
    )Cash provided by financing activities
    
    $
    2,622,480
    
    
    $
    511,826
    
    
    $
    614,050Cash on hand at end of period (unrestricted):EPGP and Subsidiaries (1)
    
    $
    40,201
    
    
    $
    22,438
    
    
    $
    42,141TEPPCO GP and Subsidiaries (2)
    
    
    63
    
    
    
    69
    
    
    
    120Parent Company
    
    
    1,656
    
    
    
    783
    
    
    
    508Total
    
    $
    41,920
    
    
    $
    23,290
    
    
    $
    42,769
 
 (1)
    
    Represents consolidated cash flow information for EPGP and subsidiaries, which includes Enterprise Products Partners.(2)
    
    Represents consolidated cash flow information for TEPPCO GP and subsidiaries, which includes TEPPCO.(3)
    
    Equity earnings and distributions from our Investment in Energy Transfer Equity are reflected as net cash flows from operating activities
and our initial investment is reflected in investing activities.(4)
    
    Distributions received by the Parent Company from its Investments in Enterprise Products Partners and TEPPCO and reflected as operating
cash flows are eliminated against cash distributions paid to owners by EPGP, TEPPCO GP and their respective subsidiaries (as reflected in
financing activities).(5)
    
    Amount presented for 2005 also reflects the elimination of a $366.5 million contribution received by EPGP from the Parent Company in
August 2005.   66




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67




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EPGP and Subsidiaries
  Comparison of 2007 with 2006
 Operating Activities.
 Investing Activities.
 Financing Activities.
    68




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Comparison of 2006 with 2005
 Operating Activities.
 Investing Activities.
   Financing Activities.
   69




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TEPPCO GP and Subsidiaries
  Comparison of 2007 with 2006
 Operating Activities.
 Investing Activities.
 Financing Activities.
 Comparison of 2006 with 2005
 Operating Activities.
 Investing Activities.
 70




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##### Table of Contents



Financing Activities.
 Parent Company
    For the Years Ended December 31,2007
    
    2006
    
    2005Net cash provided by operating activities (1)
    
    $
    184,673
    
    
    $
    166,123
    
    
    $
    92,466Cash used in investing activities (2)
    
    
    1,650,827
    
    
    
    18,920
    
    
    
    366,458Cash provided by (used in) financing activities (3)
    
    
    1,467,027
    
    
    
    (146,928
    )
    
    
    274,500Cash and cash equivalents, end of period
    
    
    1,656
    
    
    
    783
    
    
    
    508
 
 (1)
    
    Primarily represents distributions received from unconsolidated affiliates less cash payments for
interest and general and administrative costs. See following table for detailed information regarding
distributions from unconsolidated affiliates.(2)
    
    Primarily represents investments in unconsolidated affiliates. The amount presented for 2005 relates to
a cash contribution by the Parent Company to EPGP in August 2005. EPGP used this contribution to repay
indebtedness owed to a private company affiliate of EPCO.(3)
    
    Primarily represents net cash proceeds from borrowings and equity offerings offset by repayments of debt
principal and distribution payments to unitholders and former owners of EPGP and TEPPCO GP. The amount
presented for 2005 includes $373.0 million of net proceeds from the Parent Companys initial public offering,
which was completed in August 2005. The amount presented for
2007 includes $739.4 million in net proceeds
from an equity offering in July 2007. 71




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For the Years Ended December 31,2007
    
    2006
    
    2005Cash distributions from investees:Enterprise Products Partners and EPGP:From 13,454,498 common units of Enterprise Products Partners
    
    $
    25,766
    
    
    $
    24,150
    
    
    $
    5,786From 2% general partner interest in Enterprise Products
Partners
    
    
    16,944
    
    
    
    15,096
    
    
    
    13,056From general partner IDRs in distributions of
Enterprise Products Partners
    
    
    104,652
    
    
    
    84,802
    
    
    
    33,082TEPPCO and TEPPCO GP:From 4,400,000 common units of TEPPCO
    
    
    12,056
    
    
    
    10,869
    
    
    
    7,463From 2% general partner interest in TEPPCO
    
    
    5,023
    
    
    
    4,014
    
    
    
    2,774From general partner IDRs in distributions of TEPPCO
    
    
    43,210
    
    
    
    43,077
    
    
    
    29,576Energy Transfer Equity and LE GP: (1)From 38,976,090 common units of Energy Transfer Equity
    
    
    29,720
    
    
    
    
    
    
    
    From 34.9%
member interest in LE GP
    
    
    224
    
    
    
    
    
    
    
    Total cash distributions received
    
    $
    237,595
    
    
    $
    182,008
    
    
    $
    91,737Distributions by the Parent Company:EPCO and affiliates
    
    $
    125,875
    
    
    $
    93,910
    
    
    $
    6,543Public
    
    
    33,153
    
    
    
    14,528
    
    
    
    1,634General partner interest
    
    
    14
    
    
    
    11
    
    
    
    1Total distributions by the Parent Company (2)
    
    $
    159,042
    
    
    $
    108,449
    
    
    $
    8,178Distributions paid to affiliates of EPCO that were the former
owners of the TEPPCO and TEPPCO GP interests contributed
to the Parent Company in May 2007(3)
    
    $
    29,760
    
    
    $
    57,960
    
    
    $
    39,813
 
 (1)
    
    The Parent Company received its first cash distribution from Energy Transfer Equity and LE GP in July 2007.(2)
    
    The quarterly cash distributions paid by the Parent Company increased effective with the August 2007 distribution due to the issuance of 20,134,220 Units in July
2007 (see Recent Developments within this Item 7).(3)
    
    Represents cash distributions paid to affiliates of EPCO that
were former owners of these partnership and membership interests prior to the contribution of such interests to the Parent
Company in May 2007 (see Recent Developments within this Item 7).   Critical Accounting Policies
  72




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Depreciation methods and estimated useful lives of property, plant and equipment
    Measuring recoverability of long-lived assets with finite lives
     Measuring recoverability of goodwill
  73




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Measuring recoverability of intangible assets with indefinite lives
      74




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Measuring recoverability of equity method investments
     Amortization methods and estimated useful lives of finite-lived intangible assets
    75




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##### Table of Contents



Our revenue recognition policies and use of estimates for revenues and expenses
     Reserves for environmental matters
  76




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##### Table of Contents



Natural gas imbalances
    77




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##### Table of Contents



Other Items
 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:(1)Parent Company
    
    $
    1,090,000
    
    
    $
    
    
    
    $
    
    
    
    $
    240,000
    
    
    $
    850,000Enterprise Products Partners
    
    $
    6,896,500
    
    
    $
    
    
    
    $
    1,091,840
    
    
    $
    1,347,160
    
    
    $
    4,457,500TEPPCO
    
    $
    1,845,000
    
    
    $
    355,000
    
    
    $
    
    
    
    $
    990,000
    
    
    $
    500,000Estimated cash payments for interest:(2)Parent Company
    
    $
    508,135
    
    
    $
    77,487
    
    
    $
    155,915
    
    
    $
    154,338
    
    
    $
    120,395Enterprise Products Partners
    
    $
    9,071,522
    
    
    $
    437,686
    
    
    $
    831,739
    
    
    $
    676,622
    
    
    $
    7,125,475TEPPCO
    
    $
    1,633,447
    
    
    $
    105,634
    
    
    $
    198,708
    
    
    $
    178,480
    
    
    $
    1,150,625Operating lease obligations(3)
    
    $
    389,798
    
    
    $
    40,281
    
    
    $
    70,677
    
    
    $
    64,048
    
    
    $
    214,792Purchase obligations:(4)Product purchase commitments:Estimated payment obligations:Crude oil
    
    $
    387,210
    
    
    $
    387,210
    
    
    $
    
    
    
    $
    
    
    
    $
    Natural gas
    
    $
    685,600
    
    
    $
    137,345
    
    
    $
    273,940
    
    
    $
    274,315
    
    
    $
    NGLs
    
    $
    4,041,275
    
    
    $
    697,277
    
    
    $
    830,264
    
    
    $
    830,264
    
    
    $
    1,683,470Petrochemicals
    
    $
    4,065,675
    
    
    $
    1,751,152
    
    
    $
    1,261,071
    
    
    $
    375,368
    
    
    $
    678,084Other
    
    $
    102,913
    
    
    $
    37,836
    
    
    $
    26,800
    
    
    $
    12,879
    
    
    $
    25,398Underlying major volume commitments:Crude oil (in MBbls)
    
    
    4,492
    
    
    
    4,492
    
    
    
    
    
    
    
    
    
    
    
    Natural gas (in BBtus)
    
    
    91,350
    
    
    
    18,300
    
    
    
    36,500
    
    
    
    36,550
    
    
    
    NGLs (in MBbls)
    
    
    50,798
    
    
    
    9,745
    
    
    
    10,172
    
    
    
    10,172
    
    
    
    20,709Petrochemicals (in MBbls)
    
    
    45,207
    
    
    
    20,115
    
    
    
    13,704
    
    
    
    4,097
    
    
    
    7,291Service payment commitments (5)
    
    $
    17,936
    
    
    $
    11,244
    
    
    $
    6,132
    
    
    $
    186
    
    
    $
    374Capital expenditure commitments (6)
    
    $
    695,096
    
    
    $
    695,096
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Long-Term Liabilities, as reflected
in our Consolidated Balance Sheet(7)
    
    $
    111,211
    
    
    $
    
    
    
    $
    31,603
    
    
    $
    14,477
    
    
    $
    65,131Total
    
    $
    31,541,318
    
    
    $
    4,733,248
    
    
    $
    4,778,689
    
    
    $
    5,158,137
    
    
    $
    16,871,244
 
 (1)
    
    Represents our scheduled future maturities of consolidated debt obligations. See Note 15 of
the Notes to Consolidated Financial Statements included under Item 8 of this annual report.(2)
    
    Our estimated cash payments for interest are based on the principle amount of consolidated
debt obligations outstanding at December 31, 2007. With respect to variable-rate debt, we
applied the weighted-average interest rates paid during 2007. See Note 15 of the Notes to
Consolidated Financial Statements included under Item 8 of this annual report for information
regarding variable interest rates charged in 2007 under our credit agreements. In addition,
our estimate of cash payments for interest gives effect to interest rate swap agreements in
place at December 31, 2007. See Note 8 of the Notes to Consolidated Financial Statements
included under Item 8 of this annual report. Our estimated cash payments for interest are
significantly influenced by the long-term maturities of EPOs $550.0 million Junior Notes A
(due August 2066) and $700.0 million Junior Notes B (due January 2068) and TEPPCOs $300.0
million Junior Subordinated Notes (due June 2067). Our estimated cash payments for interest
assume that the EPO and TEPPCO junior note obligations are not called prior to maturity.(3)
    
    Primarily represents operating leases for (i) underground caverns for the storage of natural
gas and NGLs, (ii) leased office space with an affiliate of
EPCO, (iii) a railcar unloading terminal in Mont Belvieu, Texas
and (iv) land held pursuant
to right-of-way agreements.(4)
    
    Represents enforceable and legally binding agreements to purchase goods or services based on
the contractual price under terms of each agreement at December 31, 2007.(5)
    
    Represents future payment commitments for services provided by third-parties.(6)
    
    Represents short-term unconditional payment obligations relating to our capital projects and
those of our unconsolidated affiliates to vendors for services rendered or products purchased.(7)
    
    Other long-term liabilities as reflected on our Consolidated Balance Sheet at December 31,
2007 primarily represent (i) asset retirement obligations expected to settled in periods
beyond 2012, (ii) reserves for environmental remediation costs that are expected to settle
beginning in 2009 and afterwards and (iii) guarantee agreements relating to Centennial.  78




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Off-Balance Sheet Arrangements
  Poseidon .
 Evangeline.
 Centennial
 Summary of Related Party Transactions
     Recent Accounting Pronouncements
  §
    
    SFAS 157, Fair Value Measurements;§
    
    SFAS 160, Noncontrolling Interests in Consolidated Financial Statements  an
amendment of ARB No. 51; and§
    
    SFAS 141(R), Business Combinations.
 79




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Significant Risks and Uncertainties
 Weather-Related Risks  Enterprise Products Partners .
 FERC and CFTC Investigation  Energy Transfer Equity .
   80




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
    Interest Rate Risk Hedging Program
 Parent Company
 Number
    
    Period Covered
    
    Termination
    
    Variable to
    
    NotionalHedged Variable Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Fixed Rate (1)
    
    ValueParent Company variable-rate borrowings
    
    
    2
    
    
    Aug. 2007 to Aug. 2009
    
    Aug. 2009
    
    5.24% to 5.01%
    
    $250.0 millionParent Company variable-rate borrowings
    
    
    2
    
    
    Sep. 2007 to Aug. 2011
    
    Aug. 2011
    
    5.24% to 4.82%
    
    $250.0 million
 
 (1)
    
    Amounts receivable from or payable to the swap counterparties are settled every three months (the settlement period).   Swap Fair Value atResulting
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2007
    
    2008FV assuming no change in underlying interest rates
    
    Liability
    
    $
    12,152
    
    
    $
    22,446FV assuming 10% increase in underlying interest rates
    
    Liability
    
    
    7,379
    
    
    
    19,151FV assuming 10% decrease in underlying interest rates
    
    Liability
    
    
    16,925
    
    
    
    25,740
  81




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##### Table of Contents



Enterprise Products Partners .
   Swap Fair Value atResulting
    
    December 31,
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2006
    
    2007
    
    2008FV assuming no change in underlying interest rates
    
    Asset (Liability)
    
    $
    (29,060
    )
    
    $
    14,839
    
    
    $
    42,544FV assuming 10% increase in underlying interest rates
    
    Asset (Liability)
    
    
    (56,249
    )
    
    
    (5,425
    )
    
    
    24,479FV assuming 10% decrease in underlying interest rates
    
    Asset (Liability)
    
    
    (1,872
    )
    
    
    35,102
    
    
    
    60,610
   Swap Fair Value atResulting
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2007
    
    2008FV assuming no change in underlying interest rates
    
    Liability
    
    $
    3,782
    
    
    $
    7,749FV assuming 10% increase in underlying interest rates
    
    Liability
    
    
    2,245
    
    
    
    6,563FV assuming 10% decrease in underlying interest rates
    
    Liability
    
    
    5,319
    
    
    
    8,934
   Notional
    
    CashAmount
    
    GainSecond quarter of 2006 additions to portfolio (1)
    
    $
    250.0
    
    
    $
    Third quarter of 2006 additions to portfolio (1)
    
    
    50.0
    
    
    Third quarter of 2006 terminations (2)
    
    
    (300.0
    )
    
    Fourth quarter of 2006 additions to portfolio (3)
    
    
    562.5
    
    
    Treasury lock portfolio, December 31, 2006 (4)
    
    
    562.5
    
    
    First quarter of 2007 additions to portfolio (3)
    
    
    437.5
    
    
    Second quarter of 2007 terminations (5)
    
    
    (875.0
    )
    
    
    42.3Third quarter of 2007 additions to portfolio (6)
    
    
    875.0
    
    
    Third quarter of 2007 terminations (7)
    
    
    (750.0
    )
    
    
    6.6Fourth quarter of 2007 additions to portfolio (8)
    
    
    350.0
    
    
    Treasury lock portfolio, December 31, 2007 (4)
    
    $
    600.0
    
    
    $
    48.9
 
 (1)
    
    EPO entered into these transactions related to its anticipated issuances of debt in 2006.(2)
    
    Terminations relate to the issuance of the Junior Notes A ($300.0 million).(3)
    
    EPO entered into these transactions related to its anticipated issuances of debt in 2007.(4)
    
    The fair value of open financial instruments at December 31, 2006 and 2007 was an asset of $11.2 million and a liability of $19.6 million,
respectively.(5)
    
    Terminations relate to the issuance of the EPO Junior Notes B ($500.0 million) and EPO Senior Notes L ($375.0 million). Of the $42.3
million gain, $10.6 million relates to the EPO Junior Notes B and the remainder to the EPO Senior Notes L and its successor debt.(6)
    
    EPO entered into these transactions related to its issuance of its Senior Notes L (including its successor debt) in August 2007 ($500.0
million) and anticipated issuance of debt during the first half of 2008 ($250.0 million).(7)
    
    Terminations relate to the issuance of the EPO Senior Notes L and its successor debt.(8)
    
    EPO entered into these transactions in connection with its anticipated issuance of debt during the first half of 2008. TEPPCO .
 82




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Commodity Risk Hedging Program
 Enterprise Products Partners
    Commodity Financial Instrument Portfolio FVResulting
    
    December 31,
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2006
    
    2007
    
    2008FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    (3,184
    )
    
    $
    (19,305
    )
    
    $
    25,941FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    (2,119
    )
    
    
    9,903
    
    
    
    52,974FV assuming 10% decrease in underlying commodity prices
    
    Liability
    
    
    (4,249
    )
    
    
    (48,513
    )
    
    
    (1,114
    )
  TEPPCO .
  Commodity Financial Instrument Portfolio FVResulting
    
    December 31,
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2006
    
    2007
    
    2008FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    741
    
    
    $
    (18,897
    )
    
    $
    (12,981
    )FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    250
    
    
    
    (33,606
    )
    
    
    (25,213
    )FV assuming 10% decrease in underlying commodity prices
    
    Asset (Liability)
    
    
    1,232
    
    
    
    (4,188
    )
    
    
    (750
    )
 83




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Foreign Currency Hedging Program  Enterprise Products Partners
    Product Purchase Commitments
  84




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data .
 ENTERPRISE GP HOLDINGS L.P.
INDEX TO FINANCIAL STATEMENTS
 Page No.Report of Independent Registered Public Accounting Firm
    
    
    86Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    87Statements of Consolidated Operations
     for the Years Ended December 31, 2007, 2006 and 2005
    
    
    88Statements of Consolidated Comprehensive Income
     for the Years Ended December 31, 2007, 2006 and 2005
    
    
    89Statements of Consolidated Cash Flows
     for the Years Ended December 31, 2007, 2006 and 2005
    
    
    90Statements of Consolidated Partners Equity
     for the Years Ended December 31, 2007, 2006 and 2005
    
    
    91Notes to Consolidated Financial Statements
    
    
    92Note 1  Partnership Organization and Basis of Presentation
    
    
    92Note 2  Summary of Significant Accounting Policies
    
    
    95Note 3  Recent Accounting Developments
    
    
    105Note 4  Business Segments
    
    
    106Note 5  Revenue Recognition
    
    
    108Note 6  Accounting for Unit-Based Awards
    
    
    111Note 7  Employee Benefit Plans
    
    
    121Note 8  Financial Instruments
    
    
    123Note 9  Cumulative Effect of Changes in Accounting Principles
    
    
    128Note 10  Inventories
    
    
    130Note 11  Property, Plant and Equipment
    
    
    132Note 12  Investments In and Advances to Unconsolidated Affiliates
    
    
    134Note 13  Business Combinations
    
    
    142Note 14  Intangible Assets and Goodwill
    
    
    145Note 15  Debt Obligations
    
    
    149Note 16  Partners Equity and Distributions
    
    
    159Note 17  Related Party Transactions
    
    
    163Note 18  Provision for Income Taxes
    
    
    168Note 19  Earnings Per Unit
    
    
    170Note 20  Commitments and Contingencies
    
    
    172Note 21  Significant Risks and Uncertainties
    
    
    177Note 22  Supplemental Cash Flow Information
    
    
    180Note 23  Quarterly Financial Information (Unaudited)
    
    
    182Note 24  Supplemental Parent Company Financial Information
    
    
    182Note 25  Subsequent Events
    
    
    188
 85




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated
Framework
  
 86




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 December 31,2007
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    41,920
    
    
    $
    23,290Restricted cash
    
    
    53,144
    
    
    
    23,667Accounts and notes receivable  trade, net of allowance for doubtful accounts
of $21,784 at December 31, 2007 and $23,506 at December 31, 2006
    
    
    3,363,295
    
    
    
    2,202,507Accounts receivable  related parties
    
    
    1,995
    
    
    
    2,008Inventories
    
    
    425,686
    
    
    
    489,007Prepaid and other current assets
    
    
    129,448
    
    
    
    162,758Total current assets
    
    
    4,015,488
    
    
    
    2,903,237Property, plant and equipment, net
    
    
    14,299,396
    
    
    
    12,112,973Investments in and advances to unconsolidated affiliates
    
    
    2,539,003
    
    
    
    784,756Intangible assets, net of accumulated amortization of $545,645 at
December 31, 2007 and $420,800 at December 31, 2006
    
    
    1,820,199
    
    
    
    1,938,953Goodwill
    
    
    807,580
    
    
    
    806,971Deferred tax asset
    
    
    3,545
    
    
    
    1,855Other assets
    
    
    238,891
    
    
    
    151,146Total assets
    
    $
    23,724,102
    
    
    $
    18,699,891LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    387,784
    
    
    $
    334,001Accounts payable  related parties
    
    
    14,192
    
    
    
    18,598Accrued product payables
    
    
    3,571,095
    
    
    
    2,172,228Accrued expenses
    
    
    61,981
    
    
    
    42,927Accrued interest
    
    
    183,501
    
    
    
    126,904Other current liabilities
    
    
    390,950
    
    
    
    270,317Current maturities of debt
    
    
    353,976
    
    
    
    Total current liabilities
    
    
    4,963,479
    
    
    
    2,964,975Long-term debt(see Note 15)
    
    
    9,507,229
    
    
    
    7,053,877Deferred tax liabilities
    
    
    21,358
    
    
    
    14,375Other long-term liabilities
    
    
    111,211
    
    
    
    107,596Commitments and contingenciesMinority interest
    
    
    7,081,803
    
    
    
    7,118,819Partners equity:Limited partners:Units (123,191,640 units outstanding at December 31, 2007 and
88,884,116 units outstanding at December 31, 2006)
    
    
    1,698,321
    
    
    
    680,922Class B Units (14,173,304 Class B Units outstanding at December 31, 2006)
    
    
    
    
    
    
    357,082Class C Units (16,000,000 Class C Units outstanding at December 31, 2007 and 2006)
    
    
    380,665
    
    
    
    380,665General partner
    
    
    11
    
    
    
    14Accumulated other comprehensive income (loss)
    
    
    (39,975
    )
    
    
    21,566Total partners equity
    
    
    2,039,022
    
    
    
    1,440,249Total liabilities and partners equity
    
    $
    23,724,102
    
    
    $
    18,699,891
  87




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ENTERPRISE GP HOLDINGS L.P.
 
 STATEMENTS OF CONSOLIDATED OPERATIONS
 (Dollars in thousands, except per unit amounts)
 For Year Ended December 31,2007
    
    2006
    
    2005Revenues:Third parties
    
    $
    26,128,718
    
    
    $
    23,251,483
    
    
    $
    20,490,413Related parties
    
    
    585,051
    
    
    
    360,663
    
    
    
    367,827Total (see Note 4)
    
    
    26,713,769
    
    
    
    23,612,146
    
    
    
    20,858,240Cost and expenses:Operating costs and expenses:Third parties
    
    
    24,937,723
    
    
    
    21,976,271
    
    
    
    19,518,671Related parties
    
    
    463,837
    
    
    
    443,709
    
    
    
    372,511Total
    
    
    25,401,560
    
    
    
    22,419,980
    
    
    
    19,891,182General and administrative costs:Third parties
    
    
    49,520
    
    
    
    36,894
    
    
    
    44,348Related parties
    
    
    82,467
    
    
    
    63,465
    
    
    
    53,304Total
    
    
    131,987
    
    
    
    100,359
    
    
    
    97,652Total costs and expenses
    
    
    25,533,547
    
    
    
    22,520,339
    
    
    
    19,988,834Equity earnings
    
    
    13,603
    
    
    
    25,213
    
    
    
    34,641Operating income
    
    
    1,193,825
    
    
    
    1,117,020
    
    
    
    904,047Other income (expense):Interest expense
    
    
    (487,419
    )
    
    
    (333,742
    )
    
    
    (330,862
    )Interest income
    
    
    11,382
    
    
    
    9,820
    
    
    
    5,973Other, net (see Note 12 regarding gains in 2007)
    
    
    60,406
    
    
    
    1,360
    
    
    
    (9,415
    )Total
    
    
    (415,631
    )
    
    
    (322,562
    )
    
    
    (334,304
    )Income before taxes and minority interest
    
    
    778,194
    
    
    
    794,458
    
    
    
    569,743Provision for income taxes
    
    
    (15,813
    )
    
    
    (21,974
    )
    
    
    (8,363
    )Minority interest
    
    
    (653,360
    )
    
    
    (638,585
    )
    
    
    (478,944
    )Income before cumulative effect of changes in accounting principles
    
    
    109,021
    
    
    
    133,899
    
    
    
    82,436Cumulative effect of changes in accounting principles (see Note 9)
    
    
    
    
    
    
    93
    
    
    
    (227
    )Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209Net income allocation:(see Notes 16 and 19)Limited partners interest in net income
    
    $
    109,010
    
    
    $
    133,979
    
    
    $
    82,201General partner interest in net income
    
    $
    11
    
    
    $
    13
    
    
    $
    8Earnings per unit:(see Note 19)Basic and diluted income per unit before changes in accounting
principles
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90Basic and diluted income per unit
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90
  88




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ENTERPRISE GP HOLDINGS L.P.
 
 STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
 (Dollars in thousands)
 For Year Ended December 31,2007
    
    2006
    
    2005Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209Other comprehensive income:Cash flow hedges:Net commodity financial instrument gains (losses)
    
    
    (37,379
    )
    
    
    (2,892
    )
    
    
    Foreign currency hedge gains
    
    
    1,308
    
    
    
    
    
    
    
    Less:
Reclassification adjustment for loss (gain) included in net income
related to financial instruments
    
    
    
    
    
    
    2,255
    
    
    
    (1,434
    )Net interest
rate financial instrument gains (losses)
    
    
    (19,255
    )
    
    
    8,692
    
    
    
    Less: Amortization of cash flow financing hedges
    
    
    (5,493
    )
    
    
    (4,234
    )
    
    
    (4,048
    )Total cash flow hedges
    
    
    (60,819
    )
    
    
    3,821
    
    
    
    (5,482
    )Change in
funded status of Dixie benefit plans, net of tax
    
    
    (52
    )
    
    
    
    
    
    
    Proportionate share of other comprehensive income of
unconsolidated affiliates (see Note 16)
    
    
    (3,848
    )
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    2,007
    
    
    
    (807
    )
    
    
    Total other comprehensive income (loss)
    
    
    (62,712
    )
    
    
    3,014
    
    
    
    (5,482
    )Comprehensive income
    
    $
    46,309
    
    
    $
    137,006
    
    
    $
    76,727
  89




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ENTERPRISE GP HOLDINGS L.P.
 
 STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For Year Ended December 31,2007
    
    2006
    
    2005Operating activities:Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209Adjustments to reconcile net income to net cashflows provided by operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    647,652
    
    
    
    556,553
    
    
    
    524,169Depreciation and amortization in general and administrative costs
    
    
    13,664
    
    
    
    7,329
    
    
    
    7,241Amortization in interest expense
    
    
    1,094
    
    
    
    (627
    )
    
    
    (3,652
    )Equity earnings
    
    
    (13,603
    )
    
    
    (25,213
    )
    
    
    (34,641
    )Distributions received from unconsolidated affiliates
    
    
    116,930
    
    
    
    76,515
    
    
    
    93,143Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    (93
    )
    
    
    227Operating lease expense paid by EPCO, Inc.
    
    
    2,105
    
    
    
    2,109
    
    
    
    2,112Minority interest
    
    
    653,360
    
    
    
    638,585
    
    
    
    478,944Gain on sale of assets and ownership interests
    
    
    (67,414
    )
    
    
    (9,112
    )
    
    
    (5,156
    )Deferred income tax expense
    
    
    7,626
    
    
    
    15,078
    
    
    
    8,594Net effect of changes in operating accounts (see Note 22)
    
    
    457,598
    
    
    
    44,276
    
    
    
    (295,080
    )Other (see Note 22)
    
    
    8,801
    
    
    
    182
    
    
    
    10,122Net cash flows provided by operating activities
    
    
    1,936,834
    
    
    
    1,439,574
    
    
    
    868,232Investing activities:Capital expenditures
    
    
    (2,749,166
    )
    
    
    (1,724,827
    )
    
    
    (1,209,605
    )Contributions in aid of construction costs
    
    
    57,672
    
    
    
    60,492
    
    
    
    47,004Proceeds from sale of assets
    
    
    169,138
    
    
    
    5,588
    
    
    
    45,256Decrease (increase) in restricted cash
    
    
    (47,348
    )
    
    
    (8,715
    )
    
    
    11,204Cash used for business combinations (see Note 13)
    
    
    (35,793
    )
    
    
    (292,202
    )
    
    
    (326,602
    )Acquisition of intangible asset
    
    
    (14,516
    )
    
    
    
    
    
    
    (1,750
    )Investments in unconsolidated affiliates
    
    
    (1,879,834
    )
    
    
    (25,881
    )
    
    
    (91,575
    )Advances from (to) unconsolidated affiliates
    
    
    (41,251
    )
    
    
    14,898
    
    
    
    (2,374
    )Return of investment from unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    47,500Cash used in investing activities
    
    
    (4,541,098
    )
    
    
    (1,970,647
    )
    
    
    (1,480,942
    )Financing activities:Borrowings under debt agreements
    
    
    11,416,785
    
    
    
    4,343,410
    
    
    
    5,381,102Repayments of debt
    
    
    (8,652,028
    )
    
    
    (3,767,527
    )
    
    
    (5,158,425
    )Debt issuance costs
    
    
    (39,192
    )
    
    
    (9,974
    )
    
    
    (9,797
    )Distributions paid to partners
    
    
    (159,042
    )
    
    
    (108,449
    )
    
    
    (32,943
    )Settlement of cash flow hedging financial instruments
    
    
    49,103
    
    
    
    
    
    
    
    Distributions paid to minority interests (see Note 2)
    
    
    (1,073,938
    )
    
    
    (946,735
    )
    
    
    (834,059
    )Distributions paid to former owners of TEPPCO GP
    
    
    (29,760
    )
    
    
    (57,960
    )
    
    
    (56,736
    )Net proceeds from the issuance of Units
    
    
    739,458
    
    
    
    
    
    
    
    373,000Reclassification of restricted units
    
    
    (1,568
    )
    
    
    
    
    
    
    4Contributions from minority interests
    
    
    372,662
    
    
    
    1,059,061
    
    
    
    951,904Cash provided by financing activities
    
    
    2,622,480
    
    
    
    511,826
    
    
    
    614,050Effect of exchange rate changes on cash
    
    
    414
    
    
    
    (232
    )
    
    
    Net change in cash and cash equivalents
    
    
    18,216
    
    
    
    (19,247
    )
    
    
    1,340Cash and cash equivalents, January 1
    
    
    23,290
    
    
    
    42,769
    
    
    
    41,429Cash and cash equivalents, December 31
    
    $
    41,920
    
    
    $
    23,290
    
    
    $
    42,769
  90




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ENTERPRISE GP HOLDINGS L.P.
 
 STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
 (See Note 16 for Unit History and Detail of Changes in Limited Partners Equity)
 (Dollars in thousands)
 Limited
    
    
    GeneralPartners
    
    
    Partner
    
    
    AOCI
    
    
    TotalBalance, December 31, 2004
    
    $
    49,485
    
    
    $
    6
    
    
    $
    24,554
    
    
    $
    74,045Net income
    
    
    82,201
    
    
    
    8
    
    
    
    
    
    
    
    82,209Operating leases paid by EPCO, Inc.
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    72Net proceeds from the issuance of Units in
initial public offering
    
    
    373,000
    
    
    
    
    
    
    
    
    
    
    
    373,000Acquisition of minority interest from El Paso
    
    
    90,845
    
    
    
    2
    
    
    
    
    
    
    
    90,847Contribution of net assets from sponsor affiliates
in connection with initial public offering
    
    
    160,604
    
    
    
    
    
    
    
    
    
    
    
    160,604Cash distributions to partners
    
    
    (32,942
    )
    
    
    (1
    )
    
    
    
    
    
    
    (32,943
    )Cash
distributions to former owners of TEPPCO GP interests
    
    
    (39,818
    )
    
    
    
    
    
    
    
    
    
    
    (39,818
    )Contribution of interest in TEPPCO GP (See Note 1)
    
    
    767,175
    
    
    
    
    
    
    
    
    
    
    
    767,175Amortization of equity awards
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    75Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    (5,482
    )
    
    
    (5,482
    )Other
    
    
    (186
    )
    
    
    (3
    )
    
    
    11
    
    
    
    (178
    )Balance, December 31, 2005
    
    
    1,450,511
    
    
    
    12
    
    
    
    19,083
    
    
    
    1,469,606Net income
    
    
    133,979
    
    
    
    13
    
    
    
    
    
    
    
    133,992Operating leases paid by EPCO, Inc.
    
    
    109
    
    
    
    
    
    
    
    
    
    
    
    109Cash distributions to partners
    
    
    (108,438
    )
    
    
    (11
    )
    
    
    
    
    
    
    (108,449
    )Cash
distributions to former owners of TEPPCO GP interests
    
    
    (57,960
    )
    
    
    
    
    
    
    
    
    
    
    (57,960
    )Amortization of equity awards
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    80Change in funded status of pension and
postretirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    (531
    )
    
    
    (531
    )Acquisition related disbursement of cash (see Note 16)
    
    
    (319
    )
    
    
    
    
    
    
    
    
    
    
    (319
    )Change in accounting method for equity awards
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    (48
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    (807
    )
    
    
    (807
    )Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    3,821
    
    
    
    3,821Other
    
    
    755
    
    
    
    
    
    
    
    
    
    
    
    755Balance, December 31, 2006
    
    
    1,418,669
    
    
    
    14
    
    
    
    21,566
    
    
    
    1,440,249Net income
    
    
    109,010
    
    
    
    11
    
    
    
    
    
    
    
    109,021Cash distributions to partners
    
    
    (159,028
    )
    
    
    (14
    )
    
    
    
    
    
    
    (159,042
    )Cash distributions to former owners of
TEPPCO GP interests
    
    
    (29,760
    )
    
    
    
    
    
    
    
    
    
    
    (29,760
    )Operating leases paid by EPCO, Inc.
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    107Net proceeds from the issuance of Units
    
    
    739,458
    
    
    
    
    
    
    
    
    
    
    
    739,458Change in funded status of pension and
postretirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    1,119
    
    
    
    1,119Amortization of equity awards
    
    
    530
    
    
    
    
    
    
    
    
    
    
    
    530Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    2,007
    
    
    
    2,007Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    (60,819
    )
    
    
    (60,819
    )Proportionate
share of other comprehensive income of unconsolidated affiliates (see Note 16)
    
    
    
    
    
    
    
    
    
    
    (3,848
    )
    
    
    (3,848
    )Balance, December 31, 2007
    
    $
    2,078,986
    
    
    $
    11
    
    
    $
    (39,975
    )
    
    $
    2,039,022
  91




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ENTERPRISE GP HOLDINGS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Except per unit amounts, or as noted within the context of each footnote disclosure, the
dollar amounts presented in the tabular data within these footnote disclosures are stated in
thousands of dollars.
 Note 1. Partnership Organization and Basis of Presentation
 Partnership Organization
        92




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Basis of Presentation
 General Purpose Consolidated and Parent Company-Only Information
    Presentation of Investments
  93




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##### Table of Contents



§
    
    Ownership of 100% of the membership interests in TEPPCO GP and associated TEPPCO IDRs
for all periods presented. Third-party ownership interests in TEPPCO GP during the first
quarter of 2005 have been reflected as minority interest. TEPPCO GP is entitled to 2% of
the quarterly cash distributions paid by TEPPCO and its percentage interest in TEPPCOs
quarterly cash distributions is increased through its ownership of the associated TEPPCO
IDRs, after certain specified target levels of distribution rates are met by TEPPCO.
Currently, TEPPCO GPs quarterly general partner and associated incentive distribution
thresholds are as follows:
 §
    
    2% of quarterly cash distributions up to $0.275 per unit paid by TEPPCO;§
    
    15% of quarterly cash distributions from $0.275 per unit up to $0.325 per unit
paid by TEPPCO; and§
    
    25% of quarterly cash distributions that exceed $0.325 per unit paid by TEPPCO.
 Prior to December 2006, TEPPCO GP was entitled to 50% of any quarterly cash distributions
paid by TEPPCO that exceeded $0.45 per unit. This distribution tier was eliminated by
TEPPCO as part of an amendment to its partnership agreement in December 2006 in exchange
for the issuance of 14,091,275 common units of TEPPCO to TEPPCO GP, which were subsequently
distributed to affiliates of EPCO.The economic benefit of the TEPPCO IDRs for periods prior to December 2006 is equal to: (i)
the benefit that would have been received by the Parent Company at the current (i.e.
post-December 2006) 25% maximum threshold assuming historical distribution rates plus (ii)
an incremental amount of benefit that would have been received from 4,400,000 of the
14,091,275 common units issued by TEPPCO in December 2006 in connection with the conversion
of TEPPCO IDRs in excess of the 25% threshold. DFI and DFIGP retain the economic benefit
of TEPPCO IDRs associated with the remaining 9,691,275 common units issued by TEPPCO in
December 2006. After December 2006, our net income reflects current TEPPCO IDRs (i.e.,
capped at the 25% maximum threshold).
 §
    
    Ownership of 4,400,000 common units of TEPPCO since the date of issuance to affiliates
of EPCO in December 2006.
  94




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Note 2. Summary of Significant Accounting Policies
 Allowance for Doubtful Accounts
   For the Years Ended December 31,2007
    
    2006
    
    2005Balance at beginning of period
    
    $
    23,506
    
    
    $
    37,579
    
    
    $
    32,773Charges to expense
    
    
    2,639
    
    
    
    537
    
    
    
    6,220Acquisition-related additions and other
    
    
    
    
    
    
    
    
    
    
    5,653Deductions
    
    
    (4,361
    )
    
    
    (14,610
    )
    
    
    (7,067
    )Balance at end of period
    
    $
    21,784
    
    
    $
    23,506
    
    
    $
    37,579
 Cash and Cash Equivalents
    95




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##### Table of Contents



Consolidation Policy
     Contingencies
    Current Assets and Current Liabilities
  Deferred Revenues
  96




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##### Table of Contents



Earnings Per Unit
  Employee Benefit Plans
   Environmental Costs
   For the Years Ended December 31,2007
    
    2006
    
    2005Balance at beginning of period
    
    $
    25,980
    
    
    $
    24,537
    
    
    $
    22,119Charges to expense
    
    
    3,777
    
    
    
    2,992
    
    
    
    2,669Acquisition-related additions and other
    
    
    6,499
    
    
    
    8,811
    
    
    
    5,037Deductions
    
    
    (5,795
    )
    
    
    (10,360
    )
    
    
    (5,288
    )Balance at end of period
    
    $
    30,461
    
    
    $
    25,980
    
    
    $
    24,537
 Estimates
  97




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##### Table of Contents



Exchange Contracts
  Exit and Disposal Costs
 .
 Financial Instruments
    Foreign Currency Translation
  98




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##### Table of Contents



Impairment Testing for Goodwill
  Impairment Testing for Intangible Assets with Indefinite Lives
    Impairment Testing for Long-Lived Assets
    99




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##### Table of Contents



Impairment Testing for Unconsolidated Affiliates
   Income Taxes
     Inventories
  100




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##### Table of Contents



Minority Interest
  December 31,2007
    
    2006Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners (1)
    
    $
    5,011,700
    
    
    $
    5,219,349Related party owners of Enterprise Products Partners (2)
    
    
    278,970
    
    
    
    395,591Limited partners of Duncan Energy Partners:Third-party owners of Duncan Energy Partners (3)
    
    
    288,588
    
    
    
    Related party former owners of TEPPCO GP (4)
    
    
    
    
    
    
    (13,098
    )Limited partners of TEPPCO:Third-party owners of TEPPCO (1)
    
    
    1,372,821
    
    
    
    1,384,557Related party owners of TEPPCO (2)
    
    
    (12,106
    )
    
    
    3,290Joint venture partners (5)
    
    
    141,830
    
    
    
    129,130Total minority interest on consolidated balance sheet
    
    $
    7,081,803
    
    
    $
    7,118,819
 
 (1)
    
    Consists of non-affiliate public unitholders of Enterprise Products Partners and TEPPCO.(2)
    
    Consists of unitholders of Enterprise Products Partners and TEPPCO that are related party affiliates of the Parent Company. This
group is primarily comprised of EPCO and certain of its private company consolidated subsidiaries.(3)
    
    Consists of non-affiliate public unitholders of Duncan Energy Partners. On February 5, 2007, Duncan Energy Partners completed
its initial public offering of 14,950,000 common units. A wholly owned operating subsidiary of Enterprise Products Partners owns the
general partner of Duncan Energy Partners; therefore, Enterprise Products Partners consolidates the financial statements of Duncan
Energy Partners with those of its own. For financial accounting and reporting purposes, the public owners of Duncan Energy Partners
are presented as minority interest in our consolidated financial statements effective February 1, 2007.(4)
    
    Represents ownership interests exchanged for the top 25% of TEPPCO GP incentive distribution rights held by DFI and DFIGP (see
Note 1, Basis of Financial Statement Presentation).(5)
    
    Represents third-party ownership interests in joint ventures that we consolidate, including Seminole, Dixie, Tri-States Pipeline
L.L.C. (Tri-States), Independence Hub LLC (Independence Hub), Wilprise Pipeline Company LLC (Wilprise) and Belle Rose NGL
Pipeline L.L.C. (Belle Rose). Reclassifications
   101




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##### Table of Contents



For Year Ended December 31,2007
    
    2006
    
    2005Limited partners of Enterprise Products Partners (1)
    
    $
    404,779
    
    
    $
    486,398
    
    
    $
    347,882Limited partners of Duncan Energy Partners (2)
    
    
    13,879
    
    
    
    
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    16,502
    
    
    
    10,321Limited partners of TEPPCO (3)
    
    
    217,938
    
    
    
    126,606
    
    
    
    114,980Joint venture partners
    
    
    16,764
    
    
    
    9,079
    
    
    
    5,761Total
    
    $
    653,360
    
    
    $
    638,585
    
    
    $
    478,944
 
 (1)
    
    The $81.6 million decrease between 2007 and 2006 is primarily due to a $67.5 million
decrease in Enterprise Products Partners net income in 2007, which was influenced by a $73.7
million increase in interest expense. In addition, Enterprise Products Partners earnings
allocation to EPGP increased $18.9 million year-to-year primarily due to higher incentive
earnings allocated to EPGP in connection with its IDRs in Enterprise Products Partners cash
distributions.(2)
    
    Represents the allocation of Duncan Energy Partners earnings to its third party unitholders.
Duncan Energy Partners completed its initial public offering in February 2007.(3)
    
    The $91.3 million increase between 2007 and 2006 is primarily due to a $77.1 million
increase in TEPPCOs net income in 2007, which benefited from a $72.8 million gain on the sale
of an equity investment and related assets in the first quarter of 2007 to a third party, and
earnings allocated to the 9.7 million TEPPCO common units retained by DFI and DFI GP in
connection with the conversion of TEPPCOs 50%-split IDRs in December 2006. See Note 1 for
additional information regarding the basis of presentation of the TEPPCO IDRs.  For Year Ended December 31,2007
    
    2006
    
    2005Distributions paid to minority interests:Limited partners of Enterprise Products Partners
    
    $
    807,515
    
    
    $
    717,300
    
    
    $
    633,973Limited partners of Duncan Energy Partners
    
    
    15,757
    
    
    
    
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    23,939
    
    
    
    16,437Limited partners of TEPPCO
    
    
    234,097
    
    
    
    196,665
    
    
    
    177,924Joint venture partners
    
    
    16,569
    
    
    
    8,831
    
    
    
    5,725Total distributions paid to minority interests
    
    $
    1,073,938
    
    
    $
    946,735
    
    
    $
    834,059Contributions from minority interests:Limited partners of Enterprise Products Partners
    
    $
    67,994
    
    
    $
    836,425
    
    
    $
    633,987Limited partners of Duncan Energy Partners
    
    
    290,466
    
    
    
    
    
    
    
    Limited partners of TEPPCO
    
    
    1,697
    
    
    
    195,058
    
    
    
    278,807Joint venture partners
    
    
    12,505
    
    
    
    27,578
    
    
    
    39,110Total contributions from minority interests
    
    $
    372,662
    
    
    $
    1,059,061
    
    
    $
    951,904
   102




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Natural Gas Imbalances
     Property, Plant and Equipment
    103




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##### Table of Contents



Restricted Cash
  Revenue Recognition
  Start-Up and Organization Costs
  Unit-Based Awards
  Reported net income
    
    $
    82,209Additional unit option-based compensation
expense estimated using fair value-based method
    
    
    (38
    )Reduction in compensation expense related to
Employee Partnership equity awards
    
    
    82Pro forma net income
    
    
    82,253Multiplied by general partner ownership interest
    
    
    0.01
    %General partner interest in pro forma net income
    
    $
    8Pro forma net income
    
    $
    82,253Less general partner interest in pro forma net income
    
    
    (8
    )Pro forma net income available to limited partners
    
    $
    82,245Basic and diluted earnings per Unit, net of general partner interest:Historical Units outstanding
    
    
    91,802As reported
    
    $
    0.90Pro forma
    
    $
    0.90
  104




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Note 3. Recent Accounting Developments
  SFAS 157
   SFAS 141(R)
   §
    
    Recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interests in the acquiree.§
    
    Recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase. SFAS 141(R) defines a bargain purchase as a business combination
in which the total acquisition-date fair value of the identifiable net assets acquired
exceeds the fair value of the consideration transferred plus any noncontrolling interest
in the acquiree, and requires the acquirer to recognize that excess in earnings as a gain
attributable to the acquirer.§
    
    Determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
   105




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SFAS 160
  Note 4. Business Segments
  §
    
    Investment in Enterprise Products Partners Reflects the consolidated operations of
Enterprise Products Partners and its general partner, EPGP.§
    
    Investment in TEPPCO Reflects the consolidated operations of TEPPCO and its general
partner, TEPPCO GP. This segment also includes the assets and operations of Jonah Gas
Gathering Company (Jonah).§
    
    Investment in Energy Transfer Equity Reflects the Parent Companys investments in
Energy Transfer Equity and its general partner, LE GP. These investments were acquired in
May 2007. The Parent Company accounts for these non-controlling investments using the
equity method of accounting.
    106




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##### Table of Contents



Investment
    
    
    
    
    
    Investmentin
    
    
    
    
    
    inEnterprise
    
    Investment
    
    Energy
    
    AdjustmentsProducts
    
    in
    
    Transfer
    
    and
    
    ConsolidatedPartners
    
    TEPPCO
    
    Equity
    
    Eliminations
    
    TotalsRevenues from external customers:Year ended December 31, 2007
    
    $
    16,297,409
    
    
    $
    9,831,309
    
    
    $
    
    
    
    $
    
    
    
    $
    26,128,718Year ended December 31, 2006
    
    
    13,587,739
    
    
    
    9,663,744
    
    
    
    
    
    
    
    
    
    
    
    23,251,483Year ended December 31, 2005
    
    
    11,902,187
    
    
    
    8,588,226
    
    
    
    
    
    
    
    
    
    
    
    20,490,413Revenues from related parties:Year ended December 31, 2007
    
    
    652,716
    
    
    
    31,367
    
    
    
    
    
    
    
    (99,032
    )
    
    
    585,051Year ended December 31, 2006
    
    
    403,230
    
    
    
    27,576
    
    
    
    
    
    
    
    (70,143
    )
    
    
    360,663Year ended December 31, 2005
    
    
    354,772
    
    
    
    30,261
    
    
    
    
    
    
    
    (17,206
    )
    
    
    367,827Total revenues:Year ended December 31, 2007
    
    
    16,950,125
    
    
    
    9,862,676
    
    
    
    
    
    
    
    (99,032
    )
    
    
    26,713,769Year ended December 31, 2006
    
    
    13,990,969
    
    
    
    9,691,320
    
    
    
    
    
    
    
    (70,143
    )
    
    
    23,612,146Year ended December 31, 2005
    
    
    12,256,959
    
    
    
    8,618,487
    
    
    
    
    
    
    
    (17,206
    )
    
    
    20,858,240Equity income:Year ended December 31, 2007
    
    
    20,301
    
    
    
    (9,793
    )
    
    
    3,095
    
    
    
    
    
    
    
    13,603Year ended December 31, 2006
    
    
    21,327
    
    
    
    3,886
    
    
    
    
    
    
    
    
    
    
    
    25,213Year ended December 31, 2005
    
    
    14,548
    
    
    
    20,093
    
    
    
    
    
    
    
    
    
    
    
    34,641Operating income:Year ended December 31, 2007
    
    
    873,248
    
    
    
    332,273
    
    
    
    3,095
    
    
    
    (14,791
    )
    
    
    1,193,825Year ended December 31, 2006
    
    
    857,541
    
    
    
    270,053
    
    
    
    
    
    
    
    (10,574
    )
    
    
    1,117,020Year ended December 31, 2005
    
    
    661,549
    
    
    
    242,959
    
    
    
    
    
    
    
    (461
    )
    
    
    904,047Segment assets:At December 31, 2007
    
    
    16,372,652
    
    
    
    5,801,710
    
    
    
    1,653,463
    
    
    
    (103,723
    )
    
    
    23,724,102At December 31, 2006
    
    
    13,867,693
    
    
    
    4,870,662
    
    
    
    
    
    
    
    (38,464
    )
    
    
    18,699,891Investments in and advances
to unconsolidated affiliates (see Note 12):At December 31, 2007
    
    
    622,502
    
    
    
    263,038
    
    
    
    1,653,463
    
    
    
    
    
    
    
    2,539,003At December 31, 2006
    
    
    444,189
    
    
    
    340,567
    
    
    
    
    
    
    
    
    
    
    
    784,756Intangible Assets (see Note 14):At December 31, 2007
    
    
    917,000
    
    
    
    920,780
    
    
    
    
    
    
    
    (17,581
    )
    
    
    1,820,199At December 31, 2006
    
    
    1,003,954
    
    
    
    952,650
    
    
    
    
    
    
    
    (17,651
    )
    
    
    1,938,953Goodwill (see Note 14):At December 31, 2007
    
    
    591,651
    
    
    
    215,929
    
    
    
    
    
    
    
    
    
    
    
    807,580At December 31, 2006
    
    
    590,541
    
    
    
    216,430
    
    
    
    
    
    
    
    
    
    
    
    806,971
 107




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##### Table of Contents



Note 5. Revenue Recognition
  Enterprise Products Partners
  NGL Pipelines & Services
     108




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##### Table of Contents



Onshore Natural Gas Pipelines & Services
   Offshore Pipelines & Services
   109




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##### Table of Contents



Petrochemical Services
  TEPPCO
  Downstream
   Upstream
  Midstream
 110




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##### Table of Contents



Note 6. Accounting for Unit-Based Awards
  For Year Ended December 31,2007
    
    
    2006
    
    
    2005Parent Company:EPGP Unit Appreciation Rights
    
    $
    97
    
    
    $
    23
    
    
    $
    EPCO Employee Partnerships
    
    
    104
    
    
    
    26
    
    
    
    21EPCO 1998 Long-term Incentive Plan (1998 Plan)
    
    
    165
    
    
    
    149
    
    
    
    4Total Parent Company
    
    
    366
    
    
    
    198
    
    
    
    25Enterprise Products Partners:EPCO Employee Partnerships
    
    
    3,911
    
    
    
    2,146
    
    
    
    2,043EPCO 1998 Plan (1)
    
    
    12,168
    
    
    
    5,720
    
    
    
    3,776DEP GP Unit Appreciation Rights
    
    
    69
    
    
    
    
    
    
    
    Total Enterprise Products Partners
    
    
    16,148
    
    
    
    7,866
    
    
    
    5,819TEPPCO:EPCO Employee Partnerships (2)
    
    
    426
    
    
    
    
    
    
    
    EPCO 1998 Plan (2)
    
    
    636
    
    
    
    201
    
    
    
    7TEPPCO 1994 Long-Term Incentive Plan
    
    
    
    
    
    
    4
    
    
    
    7TEPPCO 1999 Phantom Unit Retention Plan (1999 Plan)
    
    
    865
    
    
    
    885
    
    
    
    4TEPPCO 2000 Long-Term Incentive Plan (2000 LTIP)
    
    
    397
    
    
    
    352
    
    
    
    1,486TEPPCO 2002 Phantom Unit Retention Plan
    
    
    
    
    
    
    
    
    
    
    873TEPPCO 2005 Phantom Unit Plan (2005 Phantom Unit
Plan)
    
    
    976
    
    
    
    1,152
    
    
    
    714EPCO 2006 TPP Long-Term Incentive Plan (2006 LTIP)
    
    
    482
    
    
    
    
    
    
    
    Total TEPPCO
    
    
    3,782
    
    
    
    2,594
    
    
    
    3,091Total consolidated expense
    
    $
    20,296
    
    
    $
    10,658
    
    
    $
    8,935
 
 (1)
    
    Amounts presented for the year ended December 31, 2007 include $4.6 million associated with the
resignation of a former chief executive officer of Enterprise Products Partners.(2)
    
    Represents amounts allocated to TEPPCO in connection with the use of shared services under the
EPCO Administrative Services Agreement.   111




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##### Table of Contents



EPGP Unit Appreciation Rights
   EPCO Employee Partnerships
   112




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##### Table of Contents



EPE Unit I.
   EPE Unit II.
  113




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##### Table of Contents



EPE Unit III.
  §
    
    Distributions of Cash flow Each quarter, 100% of the cash distributions received by
EPE Unit III from the Parent Company will be distributed to the Class A limited partner
until it has received an amount equal to the pro rata Class A preferred return (as defined
below), and any remaining distributions received by EPE Unit III will be distributed to
the Class B limited partners. The Class A preferred return equals 3.797% per annum of the
Class A limited partners capital base. The Class A limited partners capital base equals
approximately $170.0 million plus any unpaid Class A preferred return from prior periods,
less any distributions made by EPE Unit III of proceeds from the sale of the Parent
Companys Units owned by EPE Unit III (as described below).§
    
    Liquidating Distributions Upon liquidation of EPE Unit III, Units having a fair
market value equal to the Class A limited partner capital base will be distributed to a
private company affiliate of EPCO, 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 III sells any of the 4,421,326 Parent Companys 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.
   114




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##### Table of Contents



EPCO 1998 Plan
  Enterprise
Products Partners unit option awards
   115




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##### Table of Contents



Weighted-Weighted-
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateNumber of
    
    
    strike price
    
    
    contractual
    
    
    IntrinsicUnits
    
    
    (dollars/unit)
    
    
    term (in years)
    
    
    Value (1)Outstanding at January 1, 2005
    
    
    2,463,000
    
    
    $
    18.84Granted (2)
    
    
    530,000
    
    
    
    26.49Exercised
    
    
    (826,000
    )
    
    
    14.77Forfeited
    
    
    (85,000
    )
    
    
    24.73Outstanding at December 31, 2005
    
    
    2,082,000
    
    
    
    22.16Granted (3)
    
    
    590,000
    
    
    
    24.85Exercised
    
    
    (211,000
    )
    
    
    15.95Forfeited
    
    
    (45,000
    )
    
    
    24.28Outstanding at December 31, 2006
    
    
    2,416,000
    
    
    
    23.32Granted (4)
    
    
    895,000
    
    
    
    30.63Exercised
    
    
    (256,000
    )
    
    
    19.26Settled or forfeited (5)
    
    
    (740,000
    )
    
    
    24.62Outstanding at December 31, 2007(6)
    
    
    2,315,000
    
    
    
    26.18
    
    
    
    7.73
    
    
    $
    3,291Options exercisable at:December 31, 2005
    
    
    727,000
    
    
    $
    19.19
    
    
    
    5.54
    
    
    $
    3,503December 31, 2006
    
    
    591,000
    
    
    $
    20.85
    
    
    
    5.11
    
    
    $
    4,808December 31, 2007 (6)
    
    
    335,000
    
    
    $
    22.06
    
    
    
    3.96
    
    
    $
    3,291
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options at the date indicated.(2)
    
    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 20.0%.(3)
    
    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 Products Partners
units of 8.9%; and (iv) expected unit price volatility of 23.5%.(4)
    
    The total grant date fair value of these awards was $2.4 million based on the following assumptions: (i) expected life of
options of seven years; (ii) weighted-average risk-free interest rate of 4.80%; (iii) weighted-average expected distribution yield
on Enterprise Products Partners common units of 8.40%; and (iv) weighted-average expected unit price volatility on Enterprise
Products Partners common units of 23.22%.(5)
    
    Includes the settlement of 710,000 options in connection with the resignation of Enterprise Products Partners former chief
executive officer.(6)
    
    Enterprise Products Partners was committed to issue 2,315,000 and 2,416,000 of its common units at December 31, 2007 and 2006,
respectively, if all outstanding options awarded under the EPCO 1998 Plan (as of these dates) were exercised. At December 31, 2007,
335,000 of these options were exercisable. An additional 285,000, 380,000, 510,000 and 805,000 of these options are exercisable
in 2008, 2009, 2010 and 2011, respectively.    116




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##### Table of Contents



Enterprise
Products Partners restricted unit awards
   Weighted-Average GrantNumber of
    
    
    Date Fair ValueUnits
    
    
    per Unit (1)Restricted units at January 1, 2005
    
    
    488,525Granted (2)
    
    
    362,011
    
    
    $
    26.43Vested
    
    
    (6,484
    )
    
    $
    22.00Forfeited
    
    
    (92,448
    )
    
    $
    24.03Restricted units at December 31, 2005
    
    
    751,604Granted (3)
    
    
    466,400
    
    
    $
    25.21Vested
    
    
    (42,136
    )
    
    $
    24.02Forfeited
    
    
    (70,631
    )
    
    $
    22.86Restricted units at December 31, 2006
    
    
    1,105,237Granted (4)
    
    
    738,040
    
    
    $
    25.61Vested
    
    
    (4,884
    )
    
    $
    25.28Forfeited
    
    
    (36,800
    )
    
    $
    23.51Settled (5)
    
    
    (113,053
    )
    
    $
    23.24Restricted units at December 31, 2007
    
    
    1,688,540
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards
(including an allowance for forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted unit awards issued during
2005 was $8.8 million based on grant date market prices for Enterprise Products
Partners common units ranging from $25.83 to $26.95 per unit and an estimated
forfeiture rate of 8.2%.(3)
    
    Aggregate grant date fair value of restricted unit awards issued during
2006 was $10.8 million based on grant date market prices for 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%.(4)
    
    Aggregate grant date fair value of restricted unit awards issued during the
year ended of 2007 was $18.9 million based on a grant date market price for
Enterprise Products Partners common units ranging from $28.00 to $31.83 per
unit and estimated forfeiture rates ranging from 4.6% to 17.0%.(5)
    
    Reflects the settlement of restricted units in connection with the
resignation of Enterprise Products Partners former chief executive officer.    117




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##### Table of Contents



Enterprise
Products Partners phantom unit awards
  DEP GP Unit Appreciation Rights
   TEPPCO 1999 Plan
   TEPPCO 2000 LTIP
   118




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##### Table of Contents



TEPPCO 2005 Phantom Unit Plan
    TEPPCO 2006 LTIP
  119




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##### Table of Contents



TEPPCO unit options
 Weighted-Weighted-
    
    
    averageaverage
    
    
    remainingNumber of
    
    
    strike price
    
    
    contractualUnits
    
    
    (dollars/unit)
    
    
    term (in years)Option award activity during 2007Granted in May 2007 (1)
    
    
    155,000
    
    
    $
    45.35Outstanding at December 31, 2007
    
    
    155,000
    
    
    $
    45.35
    
    
    
    9.39
 
 (1)
    
    The total grant date fair value of these awards was $0.4 million based on the
following assumptions: (i) expected life of option of 7 years, (ii) risk-free interest
rate of 4.78%; (iii) expected distribution yield on TEPPCOs common units of 7.92%; and
(iv) expected unit price volatility on TEPPCOs common units of 18.03%.  TEPPCO restricted units .
 Weighted-Average GrantNumber of
    
    
    Date Fair ValueUnits
    
    
    per Unit (1)Restricted unit activity during 2007:Granted (2)
    
    
    62,900
    
    
    $
    37.64Forfeited
    
    
    (500
    )
    
    
    37.64Restricted units at December 31, 2007
    
    
    62,400
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards
(including an allowance for forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted unit awards issued during
2007 was $2.4 million based on a grant date market price of TEPPCOs common
units of $45.35 per unit and an estimated forfeiture rate of 17.0%.   TEPPCO
unit appreciation rights and phantom units
  120




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##### Table of Contents



Note 7. Employee Benefit Plans
 Dixie
  Defined Contribution Plan
 Pension and Postretirement Benefit Plans
  Pension
    
    
    PostretirementPlan
    
    
    PlanProjected benefit obligation
    
    $
    7,250
    
    
    $
    5,882Accumulated benefit obligation
    
    
    4,971
    
    
    
    Fair value of plan assets
    
    
    5,572
    
    
    
    Funded
status (liability)
    
    
    1,678
    
    
    
    5,882
   Pension
    
    
    PostretirementPlan
    
    
    Plan2008
    
    $
    218
    
    
    $
    3892009
    
    
    287
    
    
    
    4222010
    
    
    324
    
    
    
    4672011
    
    
    518
    
    
    
    5052012
    
    
    534
    
    
    
    4972013 through 2017
    
    
    3,779
    
    
    
    2,353Total
    
    $
    5,660
    
    
    $
    4,633
 121




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##### Table of Contents



Terminated Plans  TEPPCO
   Adoption of SFAS 158
   At December 31, 2006Prior to
    
    Effect ofAdopting
    
    AdoptingBalance Sheet Line Item
    
    SFAS 158
    
    SFAS 158
    
    As reportedPrepaid pension cost (included in other current assets)
    
    $
    901
    
    
    $
    (901
    )
    
    $
    Other assets
    
    
    150,312
    
    
    
    834
    
    
    
    151,146Total assets
    
    
    18,699,958
    
    
    
    (67
    )
    
    
    18,699,891Liability for Dixie benefit plans
    
    
    6,404
    
    
    
    751
    
    
    
    7,155Deferred income taxes
    
    
    14,662
    
    
    
    (287
    )
    
    
    14,375Total liabilities
    
    
    17,259,178
    
    
    
    464
    
    
    
    17,259,642Accumulated other comprehensive income
    
    
    22,097
    
    
    
    (531
    )
    
    
    21,566Total partners equity
    
    
    1,440,780
    
    
    
    (531
    )
    
    
    1,440,249
  At December 31,2007
    
    2006Unrecognized transition obligation
    
    $
    1.0
    
    
    $
    1.2Net of tax
    
    
    0.6
    
    
    
    0.7Unrecognized
prior service cost credit
    
    
    (1.2
    )
    
    
    (1.5
    )Net of tax
    
    
    (0.8
    )
    
    
    (0.9
    )Unrecognized
net actuarial loss
    
    
    2.8
    
    
    
    3.2Net of tax
    
    
    1.7
    
    
    
    2.0
 122




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##### Table of Contents



Note 8. Financial Instruments
   At December 31, 2007
    
    At December 31, 2006Carrying
    
    Fair
    
    Carrying
    
    FairFinancial Instruments
    
    Value
    
    Value
    
    Value
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    95,064
    
    
    $
    95,064
    
    
    $
    46,957
    
    
    $
    46,957Accounts receivable
    
    
    3,365,290
    
    
    
    3,365,290
    
    
    
    2,204,515
    
    
    
    2,204,515Commodity
financial instruments (1)
    
    
    10,796
    
    
    
    10,796
    
    
    
    2,213
    
    
    
    2,213Foreign
currency hedging financial instruments (2)
    
    
    1,308
    
    
    
    1,308
    
    
    
    
    
    
    
    Interest
rate hedging financial instruments (3)
    
    
    15,093
    
    
    
    15,093
    
    
    
    12,596
    
    
    
    12,596Financial liabilities:Accounts payable and accrued expenses
    
    
    4,218,553
    
    
    
    4,218,553
    
    
    
    2,694,658
    
    
    
    2,694,658Fixed-rate debt (principal amount)
    
    
    7,259,000
    
    
    
    7,238,729
    
    
    
    5,999,068
    
    
    
    6,096,954Variable-rate debt
    
    
    2,572,500
    
    
    
    2,572,500
    
    
    
    1,065,000
    
    
    
    1,065,000Commodity
financial instruments (1)
    
    
    48,998
    
    
    
    48,998
    
    
    
    4,655
    
    
    
    4,655Foreign
currency hedging financial instruments (2)
    
    
    27
    
    
    
    27
    
    
    
    
    
    
    
    Interest
rate hedging financial instruments (3)
    
    
    60,870
    
    
    
    60,870
    
    
    
    31,689
    
    
    
    31,689
 
 (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)
    
    Relates to the hedging of Enterprise Products Partners
exposure to fluctuations in the Canadian dollar.(3)
    
    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.    123




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##### Table of Contents



Interest Rate Risk Hedging Program
 Parent Company
  Number
    
    Period Covered
    
    Termination
    
    Variable to
    
    NotionalHedged Variable Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Fixed Rate (1)
    
    ValueParent Company variable-rate borrowings
    
    
    2
    
    
    Aug. 2007 to Aug. 2009
    
    Aug. 2009
    
    5.24% to 5.01%
    
    $250.0 millionParent Company variable-rate borrowings
    
    
    2
    
    
    Sep. 2007 to Aug. 2011
    
    Aug. 2011
    
    5.24% to 4.82%
    
    $250.0 million
 
 (1)
    
    Amounts receivable from or payable to the swap counterparties are settled every three months (the settlement period).   Enterprise Products Partners
   Interest rate swaps
 Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate (1)
    
    ValueSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    
    1
    
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50% to 8.65%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.38% to 7.19%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.60% to 6.13%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.33%
    
    $200 million
 
 (1)
    
    The variable rate indicated was the all-in variable rate for the settlement period in effect at December 31, 2007. The variable interest rates for
each swap are typically based on the 6-month London interbank offered rate (LIBOR) , plus an applicable margin as defined in each swap agreement.
Amounts receivable from or payable to the swap counterparties are settled every six months (the settlement period). The settlement amount is
amortized ratably to earnings as either an increase or a decrease in interest expense over the settlement period.  124




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Number
    
    Period Covered
    
    Termination
    
    Variable to
    
    NotionalHedged Variable Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Fixed Rate (1)
    
    ValueDuncan Energy Partners
Revolver, due Feb. 2011
    
    
    3
    
    
    Sep. 2007 to Sep. 2010
    
    Sep. 2010
    
    4.84% to 4.62%
    
    $175.0 million
 
 (1)
    
    Amounts receivable from or payable to the swap counterparties are settled every three months (the settlement period).  Treasury locks
   Notional
    
    
    CashAmount
    
    
    GainSecond quarter of 2006 additions to portfolio (1)
    
    $
    250.0
    
    
    $
    Third quarter of 2006 additions to portfolio (1)
    
    
    50.0
    
    
    
    Third quarter of 2006 terminations (2)
    
    
    (300.0
    )
    
    
    Fourth quarter of 2006 additions to portfolio (3)
    
    
    562.5
    
    
    
    Treasury lock portfolio, December 31, 2006 (4)
    
    
    562.5
    
    
    
    First quarter of 2007 additions to portfolio (3)
    
    
    437.5
    
    
    
    Second quarter of 2007 terminations (5)
    
    
    (875.0
    )
    
    
    42.3Third quarter of 2007 additions to portfolio (6)
    
    
    875.0
    
    
    
    Third quarter of 2007 terminations (7)
    
    
    (750.0
    )
    
    
    6.6Fourth quarter of 2007 additions to portfolio (8)
    
    
    350.0
    
    
    
    Treasury lock portfolio, December 31, 2007 (4)
    
    $
    600.0
    
    
    $
    48.9
 
 (1)
    
    EPO entered into these transactions related to its anticipated issuances of debt in 2006.(2)
    
    Terminations relate to the issuance of the Junior Notes A ($300.0 million).(3)
    
    EPO entered into these transactions related to its anticipated issuances of debt in 2007.(4)
    
    The fair value of open financial instruments at December 31, 2006 and 2007 was an asset of $11.2 million and a
liability of $19.6 million, respectively.(5)
    
    Terminations relate to the issuance of the Junior Notes B ($500.0 million) and Senior Notes L ($375.0 million). Of
the $42.3 million gain, $10.6 million relates to the Junior Notes B and the remainder to the Senior Notes L and its
successor debt.(6)
    
    EPO entered into these transactions related to its issuance of the Senior Notes L (including its successor debt) in
August 2007 ($500.0 million) and anticipated issuance of debt during the first half of 2008 ($250.0 million).(7)
    
    Terminations relate to the issuance of the Senior Notes L and its successor debt.(8)
    
    EPO entered into these transactions in connection with its anticipated issuance of debt during the first half of 2008. 125




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TEPPCO
 Interest rate swaps .
 Number
    
    Period Covered
    
    Termination
    
    
    
    NotionalHedged Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Rate Swap
    
    ValueTEPPCO Revolving
Credit Facility,
due Dec. 2012
    
    
    4
    
    
    Jan. 2006 to Jan. 2008
    
    Jan. 2008
    

Swapped 5.18%
floating rate for 
fixed rates ranging 
from 4.67% to 
4.695% (1)
    
    $200 million
 
 (1)
    
    On June 30, 2007, these interest rate swap agreements were de-designated as cash flow hedges and are now accounted
for using mark-to-market accounting; thus, changes in the fair value of these swaps are recognized in earnings. At
December 31, 2007 and 2006, the fair values of these interest rate swaps were assets of $0.3 million and $1.4 million,
respectively.  Treasury locks
  Commodity Risk Hedging Program
 Enterprise Products Partners
  126




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##### Table of Contents



TEPPCO .
 .
 Foreign Currency Hedging Program  Enterprise Products Partners
    127




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##### Table of Contents



Note 9. Cumulative Effect of Changes in Accounting Principles
  Effect of Implementation of Staff Accounting Bulletin (SAB) 108
  Effect of Implementation of SFAS 123(R)
   Effect of Implementation of EITF 04-13
   Effect of Implementation of FIN 47
  128




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Pro Forma Effect of Accounting Changes
  For the Years EndedDecember 31,2006
    
    
    2005Pro Forma income statement amounts:Historical net income
    
    $
    133,992
    
    
    $
    82,209Adjustments 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
    )Remove compensation expense related to awards of
profits interests in EPE Unit I
    
    
    
    
    
    
    82Effect of implementation of FIN 47:Remove cumulative effect of change in accounting
principle recorded in December 2005
    
    
    
    
    
    
    227Record depreciation and accretion expense associated with
conditional asset retirement obligations
    
    
    
    
    
    
    (735
    )Effect of changes on minority interest of the Company
    
    
    (91
    )
    
    
    720Pro forma net income
    
    
    133,994
    
    
    
    82,465General partner interest
    
    
    (13
    )
    
    
    (8
    )Pro forma net income available to limited partners
    
    $
    133,981
    
    
    $
    82,457Pro forma per unit data (basic and diluted):Historical units outstanding
    
    
    103,057
    
    
    
    91,802Per unit data:As reported
    
    $
    1.30
    
    
    $
    0.90Pro forma
    
    $
    1.30
    
    
    $
    0.90
 129




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Note 10. Inventories
  December 31,2007
    
    
    2006Investment in Enterprise Products Partners:Working inventory (1)
    
    $
    342,589
    
    
    $
    387,973Forward-sales inventory (2)
    
    
    11,693
    
    
    
    35,871Subtotal
    
    
    354,282
    
    
    
    423,844Investment in TEPPCO:Working inventory (3)
    
    
    56,574
    
    
    
    21,203Forward-sales inventory (4)
    
    
    16,547
    
    
    
    43,960Subtotal
    
    
    73,121
    
    
    
    65,163Eliminations
    
    
    (1,717
    )
    
    
    Total inventory
    
    $
    425,686
    
    
    $
    489,007
 
 (1)
    
    Working inventory is comprised of inventories of natural gas, NGLs
and certain petrochemical products that are either available-for-sale
or used in the provision for services.(2)
    
    Forward sales inventory consists of segregated NGL and natural gas
volumes dedicated to the fulfillment of forward-sales contracts.(3)
    
    Working inventory is comprised of inventories of crude oil,
refined products, LPGs, lubrication oils, and specialty chemicals that
are either available-for-sale or used in the provision for services.(4)
    
    Forward sales inventory primarily consists of segregated crude oil
volumes dedicated to the fulfillment of forward-sales contracts.   130




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For the Years Ended December 31,2007
    
    
    2006
    
    
    2005Investment in Enterprise
Products Partners (1)
    
    $
    14,509,220
    
    
    $
    11,778,928
    
    
    $
    10,325,939Investment in TEPPCO (2)
    
    
    9,074,297
    
    
    
    8,999,670
    
    
    
    7,995,434Eliminations
    
    
    (89,538
    )
    
    
    (65,412
    )
    
    
    (17,206
    )Total cost of sales
    
    $
    23,493,979
    
    
    $
    20,713,186
    
    
    $
    18,304,167
 
 (1)
    
    Includes LCM adjustments of $13.3 million, $18.6 million and $21.9 million
recognized during the years ended December 31, 2007, 2006 and 2005,
respectively.(2)
    
    Includes LCM adjustments of $0.8 million, $1.7 million and $7 thousand for
the years ended December 31, 2007, 2006, and 2005, respectively. 131




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Note 11. Property, Plant and Equipment
  EstimatedUseful Life
    
    December 31,In Years
    
    2007
    
    2006Investment in Enterprise Products Partners:Plants, pipelines, buildings and related assets (1)
    
    
    3-35
    (5)
    
    $
    10,873,422
    
    
    $
    8,769,392Storage facilities (2)
    
    
    5-35
    (6)
    
    
    720,795
    
    
    
    596,649Offshore platforms and related facilities (3)
    
    
    20-31
    
    
    
    637,812
    
    
    
    161,839Transportation equipment (4)
    
    
    3-10
    
    
    
    32,627
    
    
    
    27,008Land
    
    
    
    
    
    
    48,172
    
    
    
    40,010Construction in progress
    
    
    
    
    
    
    1,173,988
    
    
    
    1,734,083Total historical cost
    
    
    
    
    
    
    13,486,816
    
    
    
    11,328,981Less accumulated depreciation
    
    
    
    
    
    
    1,910,848
    
    
    
    1,501,725Total carrying value, net
    
    
    
    
    
    $
    11,575,968
    
    
    $
    9,827,256Investment in TEPPCO:Plants, pipelines, buildings and related assets (1)
    
    
    5-40
    (5)
    
    $
    2,511,714
    
    
    $
    1,998,374Storage facilities (2)
    
    
    5-40
    (6)
    
    
    260,860
    
    
    
    202,336Transportation equipment (4)
    
    
    5-10
    
    
    
    8,370
    
    
    
    8,204Land
    
    
    
    
    
    
    172,348
    
    
    
    149,706Construction in progress
    
    
    
    
    
    
    414,265
    
    
    
    479,676Total historical cost
    
    
    
    
    
    
    3,367,557
    
    
    
    2,838,296Less accumulated depreciation
    
    
    
    
    
    
    644,129
    
    
    
    552,579Total carrying value, net
    
    
    
    
    
    $
    2,723,428
    
    
    $
    2,285,717Total property, plant and equipment, net
    
    
    
    
    
    $
    14,299,396
    
    
    $
    12,112,973
 
 (1)
    
    Includes processing plants; NGL, crude oil, natural gas and other pipelines; terminal loading and
unloading facilities; buildings; office furniture and
equipment; laboratory and shop equipment; and related assets.(2)
    
    Includes underground product storage caverns, above ground storage tanks, water wells and related assets.(3)
    
    Includes offshore platforms and related facilities and assets.(4)
    
    Includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of major components of this category approximate the following: processing plants, 20-35 years; pipelines and related
equipment, 5-40 years; terminal facilities, 10-35 years; delivery facilities, 20-40 years; buildings, 20-40 years; office furniture and equipment, 3-20 years; and
laboratory and shop equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of major components of this category approximate the following: underground storage facilities, 5-35 years; storage
tanks 10-40 years; and water wells, 5-35 years.  For the Years Ended December 31,2007
    
    2006
    
    2005Investment in Enterprise Products Partners:Depreciation expense (1)
    
    $
    414,800
    
    
    $
    352,227
    
    
    $
    328,736Capitalized interest (2)
    
    
    75,476
    
    
    
    55,660
    
    
    
    22,046Investment in TEPPCO:Depreciation expense (1)
    
    
    100,591
    
    
    
    82,404
    
    
    
    80,815Capitalized interest (2)
    
    
    11,030
    
    
    
    10,681
    
    
    
    6,759
 
 (1)
    
    Depreciation expense is a component of operating costs and expenses as presented in our Statements
of Consolidated Operations.(2)
    
    Capitalized interest increases the carrying value of the associated asset and reduces interest
expense during the period it is recorded. 132




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Asset retirement obligations
    Investment inEnterpriseProducts
    
    Investment inPartners
    
    TEPPCO
    
    TotalARO liability balance, December 31, 2005
    
    $
    16,795
    
    
    $
    
    
    
    $
    16,795Liabilities incurred
    
    
    1,977
    
    
    
    1,375
    
    
    
    3,352Liabilities settled
    
    
    (1,348
    )
    
    
    
    
    
    
    (1,348
    )Revisions in estimated cash flows
    
    
    5,650
    
    
    
    
    
    
    
    5,650Accretion expense
    
    
    1,329
    
    
    
    44
    
    
    
    1,373ARO liability balance, December 31, 2006
    
    
    24,403
    
    
    
    1,419
    
    
    
    25,822Liabilities incurred
    
    
    1,673
    
    
    
    48
    
    
    
    1,721Liabilities settled
    
    
    (5,069
    )
    
    
    
    
    
    
    (5,069
    )Revisions in estimated cash flows
    
    
    15,645
    
    
    
    
    
    
    
    15,645Accretion expense
    
    
    3,962
    
    
    
    143
    
    
    
    4,105ARO liability balance, December 31, 2007
    
    $
    40,614
    
    
    $
    1,610
    
    
    $
    42,224
 Enterprise Products Partners
 TEPPCO
 133




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##### Table of Contents



Note 12. Investments In and Advances To Unconsolidated Affiliates
  OwnershipPercentage atDecember 31,
    
    December 31,2007
    
    2007
    
    2006Investment in Enterprise Products Partners:VESCO
    
    
    13.1
    %
    
    $
    40,129
    
    
    $
    39,618K/D/S Promix, L.L.C. (Promix)
    
    
    50
    %
    
    
    51,537
    
    
    
    46,140Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    25,423
    
    
    
    25,471Evangeline (1)
    
    
    49.5
    %
    
    
    3,490
    
    
    
    4,221Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    58,423
    
    
    
    62,324Cameron Highway Oil Pipeline
Company (Cameron Highway) (2)
    
    
    50
    %
    
    
    256,588
    
    
    
    60,216Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    111,221
    
    
    
    117,646Neptune (3)
    
    
    25.7
    %
    
    
    55,468
    
    
    
    58,789Nemo Gathering Company, LLC (Nemo) (4)
    
    
    33.9
    %
    
    
    2,888
    
    
    
    11,161Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    13,282
    
    
    
    13,912Other
    
    
    
    
    
    
    4,053
    
    
    
    4,691Total Investment in Enterprise Products Partners
    
    
    
    
    
    
    622,502
    
    
    
    444,189Investment in TEPPCO:Seaway Crude Pipeline Company (Seaway)
    
    
    50
    %
    
    
    184,757
    
    
    
    194,587Centennial Pipeline LLC (Centennial)
    
    
    50
    %
    
    
    77,919
    
    
    
    62,321MB Storage (5)
    
    
    
    
    
    
    
    
    
    
    83,290Other
    
    
    25
    %
    
    
    362
    
    
    
    369Total Investment in TEPPCO
    
    
    
    
    
    
    263,038
    
    
    
    340,567Investment in Energy Transfer Equity:(6)Energy Transfer Equity
    
    
    17.6
    %
    
    
    1,641,363
    
    
    
    LE GP
    
    
    34.9
    %
    
    
    12,100
    
    
    
    Total Investment in Energy Transfer Equity
    
    
    
    
    
    
    1,653,463
    
    
    
    Total consolidated
    
    
    
    
    
    $
    2,539,003
    
    
    $
    784,756
 
 (1)
    
    Refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.(2)
    
    During the year ended Decembe 31, 2007, Enterprise Products Partners contributed $216.5 million to Cameron Highway to fund its portion of the
repayment of Cameron Highways debt.(3)
    
    In 2006, we recorded a $7.4 million non-cash impairment charge attributable to our investment in Neptune.(4)
    
    In 2007, we recorded a $7.0 million non-cash impairment charge attributable to our investment in Nemo.(5)
    
    Refers to ownership interests in Mont Belvieu Storage Partners, L.P. and Mont Belvieu Venture, LLC, collectively. TEPPCO disposed of this
investment on March 1, 2007.(6)
    
    See Note 4 for information regarding the business of Energy Transfer Equity.  134




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Investment in
    
    
    
    
    
    Investment inEnterprise
    
    
    
    
    
    EnergyProducts
    
    Investment in
    
    TransferPartners
    
    TEPPCO
    
    Equity
    
    TotalInitial excess cost amounts attributable to:Fixed Assets
    
    $
    52,233
    
    
    $
    30,277
    
    
    $
    572,588
    
    
    $
    655,098Goodwill
    
    
    
    
    
    
    
    
    
    
    294,640
    
    
    
    294,640Intangibles  finite life
    
    
    
    
    
    
    30,021
    
    
    
    289,851
    
    
    
    319,872Intangibles  indefinite life
    
    
    
    
    
    
    
    
    
    
    513,508
    
    
    
    513,508Total
    
    $
    52,233
    
    
    $
    60,298
    
    
    $
    1,670,587
    
    
    $
    1,783,118Excess cost amounts, net of amortization at:December 31, 2007
    
    $
    36,156
    
    
    $
    33,302
    
    
    $
    1,643,890
    
    
    $
    1,713,348December 31, 2006
    
    $
    38,655
    
    
    $
    39,269
    
    
    $
    
    
    
    $
    77,924
     For Year Ended December 31,2007
    
    2006
    
    2005Investment in Enterprise Products Partners
    
    $
    2,499
    
    
    $
    2,052
    
    
    $
    2,264Investment in TEPPCO
    
    
    5,967
    
    
    
    4,318
    
    
    
    4,763Investment in Energy Transfer Equity
    
    
    26,697
    
    
    
    
    
    
    
    Total excess cost amortization (1)
    
    $
    35,163
    
    
    $
    6,370
    
    
    $
    7,027
 
 (1)
    
    As of December 31, 2007, we expect that our total annual excess cost amortization will be as
follows: $46.8 million in 2008; $45.2 million in 2009; $44.9 million in 2010; $42.7 million in
2011 and $42.5 million in 2012.  135




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For the Years Ended December 31,2007
    
    2006
    
    2005Investment in Enterprise Products Partners:VESCO
    
    $
    3,507
    
    
    $
    1,719
    
    
    $
    1,412Promix
    
    
    514
    
    
    
    1,353
    
    
    
    1,876BRF
    
    
    2,010
    
    
    
    2,643
    
    
    
    1,313Evangeline
    
    
    183
    
    
    
    958
    
    
    
    331Poseidon
    
    
    10,020
    
    
    
    11,310
    
    
    
    7,279Cameron Highway (1)
    
    
    (11,200
    )
    
    
    (11,000
    )
    
    
    (15,872
    )Deepwater Gateway
    
    
    20,606
    
    
    
    18,392
    
    
    
    10,612Neptune (2)
    
    
    (821
    )
    
    
    (8,294
    )
    
    
    2,019Nemo (3)
    
    
    (5,977
    )
    
    
    1,501
    
    
    
    1,774BRPC
    
    
    2,266
    
    
    
    1,864
    
    
    
    1,224Other
    
    
    (807
    )
    
    
    881
    
    
    
    2,580Subtotal equity earnings
    
    
    20,301
    
    
    
    21,327
    
    
    
    14,548Investment in TEPPCO:Seaway
    
    
    2,602
    
    
    
    11,905
    
    
    
    23,078Centennial (4)
    
    
    (13,528
    )
    
    
    (17,101
    )
    
    
    (10,727
    )MB Storage
    
    
    1,090
    
    
    
    9,082
    
    
    
    7,715Other
    
    
    43
    
    
    
    
    
    
    
    27Subtotal equity earnings (loss)
    
    
    (9,793
    )
    
    
    3,886
    
    
    
    20,093Investment in Energy Transfer Equity:Energy Transfer Equity
    
    
    3,109
    
    
    
    
    
    
    
    LE GP
    
    
    (14
    )
    
    
    
    
    
    
    Subtotal equity earnings
    
    
    3,095
    
    
    
    
    
    
    
    Total equity earnings
    
    $
    13,603
    
    
    $
    25,213
    
    
    $
    34,641
 
 (1)
    
    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 .(2)
    
    Equity earnings from Neptune for 2006 include a $7.4 million non-cash impairment charge.(3)
    
    Equity earnings from Nemo for 2007 include a $7.0 million non-cash impairment charge.(4)
    
    Equity earnings from Centennial reflect significant intercompany eliminations due to transactions between TEPPCO and
Centennial. See Investment in TEPPCO  Centennial within this Note 12 for additional information regarding these amounts. 136




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Investment in Enterprise Products Partners
  December 31,2007
    
    2006Balance Sheet Data:Current assets
    
    $
    187,790
    
    
    $
    152,661Property, plant and equipment, net
    
    
    1,404,708
    
    
    
    1,478,235Other assets
    
    
    37,209
    
    
    
    47,192Total assets
    
    $
    1,629,707
    
    
    $
    1,678,088Current liabilities
    
    $
    116,682
    
    
    $
    78,128Other liabilities
    
    
    130,626
    
    
    
    547,503Combined equity
    
    
    1,382,399
    
    
    
    1,052,457Total liabilities and combined equity
    
    $
    1,629,707
    
    
    $
    1,678,088
 For the Years Ended December 31,2007
    
    2006
    
    2005Income Statement Data:Revenues
    
    $
    669,936
    
    
    $
    650,605
    
    
    $
    719,282Operating income
    
    
    138,995
    
    
    
    57,760
    
    
    
    90,892Net income
    
    
    86,496
    
    
    
    23,882
    
    
    
    38,771
  VESCO .
 Promix .
 BRF .
 Evangeline .
 Poseidon
 Cameron Highway .
  137




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##### Table of Contents



Deepwater Gateway .
 Neptune .
  Nemo .
  BRPC .
 138




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##### Table of Contents



Investment in TEPPCO
  December 31,2007
    
    2006Balance Sheet Data:Current assets
    
    $
    37,293
    
    
    $
    38,984Property, plant and equipment, net
    
    
    500,530
    
    
    
    514,728Other assets
    
    
    1
    
    
    
    112Total assets
    
    $
    537,824
    
    
    $
    553,824Current liabilities
    
    $
    30,271
    
    
    $
    35,547Other liabilities
    
    
    130,303
    
    
    
    156,055Combined equity
    
    
    377,250
    
    
    
    362,222Total liabilities and combined equity
    
    $
    537,824
    
    
    $
    553,824
 For the Years Ended December 31,2007
    
    2006
    
    2005Income Statement Data:Revenues
    
    $
    124,153
    
    
    $
    125,586
    
    
    $
    132,331Operating income
    
    
    34,422
    
    
    
    29,986
    
    
    
    51,967Net income
    
    
    23,954
    
    
    
    18,928
    
    
    
    40,819
  Seaway .
 Centennial .
  MB Storage.
 139




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##### Table of Contents



Investment in Energy Transfer Equity
  Energy Transfer Equity (38,976,090 common units)
    
    $
    1,636,996LE GP (approximately 34.9% membership interest)
    
    
    12,338Total invested by the Parent Company
    
    $
    1,649,334
 LE GP
 Energy Transfer Equity
 §
    
    Direct ownership of 62,500,797 ETP limited partner units representing approximately 46%
of the total outstanding ETP units.§
    
    Indirect ownership of the 2% general partner interest of ETP and all associated IDRs
held by ETPs general partner, of which Energy Transfer Equity owns 100% of the membership
interests. Currently, the quarterly general partner and associated IDR thresholds of
ETPs general partner are as follows:
 §
    
    2% of quarterly cash distributions up to $0.275 per unit paid by ETP;§
    
    15% of quarterly cash distributions from $0.275 per unit up to $0.3175 per unit
paid by ETP;§
    
    25% of quarterly cash distributions from $0.3175 per unit up to $0.4125 per unit
paid by ETP; and§
    
    50% of quarterly cash distributions that exceed $0.4125 per unit paid by ETP.
    140




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##### Table of Contents



December 31,2007Current assets
    
    $
    1,403,796Property, plant and equipment, net
    
    
    6,852,458Other assets
    
    
    1,205,840Total assets
    
    $
    9,462,094Current liabilities
    
    $
    1,241,433Other liabilities
    
    
    8,236,324Partners equity
    
    
    (15,663
    )Total liabilities and partners equity
    
    $
    9,462,094
  141




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##### Table of Contents



Note 13. Business Combinations
  For the Years Ended December 31,2007
    
    2006
    
    2005Investment in Enterprise Products Partners:South Monco
    
    $
    35,000
    
    
    $
    
    
    
    $
    Encinal acquisition
    
    
    114
    
    
    
    145,197
    
    
    
    Piceance Creek acquisition
    
    
    368
    
    
    
    100,000
    
    
    
    NGL underground storage and terminalling assets
purchased from Ferrellgas
    
    
    
    
    
    
    
    
    
    
    145,522Interests in the Indian Springs natural gas gathering
and processing assets
    
    
    
    
    
    
    
    
    
    
    74,854Additional ownership interests in Dixie
    
    
    
    
    
    
    12,913
    
    
    
    68,608Additional ownership interests in Mid-America and
Seminole pipeline systems
    
    
    
    
    
    
    
    
    
    
    25,000Other business combinations
    
    
    311
    
    
    
    18,390
    
    
    
    12,618Subtotal
    
    
    35,793
    
    
    
    276,500
    
    
    
    326,602Investment in TEPPCO:Terminal assets purchased from New York LP Gas
Storage, Inc.
    
    
    
    
    
    
    9,931
    
    
    
    Refined products terminal purchased from Mississippi
Terminal and Marketing Inc.
    
    
    
    
    
    
    5,771
    
    
    
    Subtotal
    
    
    
    
    
    
    15,702
    
    
    
    Total
    
    $
    35,793
    
    
    $
    292,202
    
    
    $
    326,602
  Transactions Completed during the Year Ended December 31, 2007
   142




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##### Table of Contents



South MoncoAcquisition
    
    Other
    
    TotalAssets acquired in business combination:Property, plant and equipment, net
    
    $
    36,000
    
    
    $
    8,386
    
    
    $
    44,386Intangible assets
    
    
    
    
    
    
    (8,460
    )
    
    
    (8,460
    )Total assets acquired
    
    
    36,000
    
    
    
    (74
    )
    
    
    35,926Liabilities assumed in business combination:Other long-term liabilities
    
    
    (1,000
    )
    
    
    (244
    )
    
    
    (1,244
    )Total liabilities assumed
    
    
    (1,000
    )
    
    
    (244
    )
    
    
    (1,244
    )Total assets acquired
less liabilities assumed
    
    
    35,000
    
    
    
    (318
    )
    
    
    34,682Total cash used for business combinations
    
    
    35,000
    
    
    
    793
    
    
    
    35,793Goodwill
    
    $
    
    
    
    $
    1,111
    
    
    $
    1,111
 Transactions Completed during the Year Ended December 31, 2006
 Encinal
Acquisition.
     143




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##### Table of Contents



For the Years EndedDecember 31,2006
    
    2005Pro forma earnings data:Revenues
    
    $
    23,685.9
    
    
    $
    21,009.4Costs and expenses
    
    $
    22,595.6
    
    
    $
    20,138.8Operating income
    
    $
    1,115.6
    
    
    $
    905.3Net income
    
    $
    99.9
    
    
    $
    55.8Basic earnings per unit (EPU):Units outstanding, as reported
    
    
    103.1
    
    
    
    91.8Units outstanding, pro forma
    
    
    103.1
    
    
    
    91.8Basic EPU, as reported
    
    $
    1.30
    
    
    $
    0.90Basic EPU, pro forma
    
    $
    0.97
    
    
    $
    0.61Diluted EPU:Units outstanding, as reported
    
    
    103.1
    
    
    
    91.8Units outstanding , pro forma
    
    
    103.1
    
    
    
    91.8Diluted EPU, as reported
    
    $
    1.30
    
    
    $
    0.90Diluted EPU, pro forma
    
    $
    0.97
    
    
    $
    0.61
 Piceance
Creek Acquisition.
  Transactions Completed during the Year Ended December 31, 2005
  144




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##### Table of Contents



Note 14. Intangible Assets and Goodwill
 Identifiable Intangible Assets
  December 31, 2007Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    ValueInvestment in Enterprise Products Partners:Customer relationship intangibles
    
    $
    845,607
    
    
    $
    (213,215
    )
    
    $
    632,392Contract-based intangibles
    
    
    395,235
    
    
    
    (128,209
    )
    
    
    267,026Subtotal
    
    
    1,240,842
    
    
    
    (341,424
    )
    
    
    899,418Investment in TEPPCO:Incentive distribution rights
    
    
    606,926
    
    
    
    
    
    
    
    606,926Customer relationships
    
    
    501
    
    
    
    (111
    )
    
    
    390Gas gathering agreements
    
    
    464,337
    
    
    
    (182,065
    )
    
    
    282,272Other contract-based intangibles
    
    
    53,238
    
    
    
    (22,045
    )
    
    
    31,193Subtotal
    
    
    1,125,002
    
    
    
    (204,221
    )
    
    
    920,781Total
    
    $
    2,365,844
    
    
    $
    (545,645
    )
    
    $
    1,820,199
 December 31, 2006Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    ValueInvestment in Enterprise Products Partners:Customer relationship intangibles
    
    $
    854,175
    
    
    $
    (150,065
    )
    
    $
    704,110Contract-based intangibles
    
    
    384,003
    
    
    
    (101,811
    )
    
    
    282,192Subtotal
    
    
    1,238,178
    
    
    
    (251,876
    )
    
    
    986,302Investment in TEPPCO:Incentive distribution rights
    
    
    606,926
    
    
    
    
    
    
    
    606,926Gas gathering agreements
    
    
    462,449
    
    
    
    (149,024
    )
    
    
    313,425Other contract-based intangibles
    
    
    52,200
    
    
    
    (19,900
    )
    
    
    32,300Subtotal
    
    
    1,121,575
    
    
    
    (168,924
    )
    
    
    952,651Total
    
    $
    2,359,753
    
    
    $
    (420,800
    )
    
    $
    1,938,953
  For the Years Ended December 31,2007
    
    2006
    
    2005Investment in Enterprise Products Partners
    
    $
    89,727
    
    
    $
    88,755
    
    
    $
    88,938Investment in TEPPCO
    
    
    35,584
    
    
    
    33,269
    
    
    
    30,524Total
    
    $
    125,311
    
    
    $
    122,024
    
    
    $
    119,462
   145




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Customer relationship intangible assets
  §
    
    San Juan Gathering System customer relationships  Enterprise Products Partners
acquired these customer relationships in connection with the GulfTerra Merger, which
was completed on September 30, 2004. At December 31, 2007, the carrying value of this
group of intangible assets was $258.2 million. These intangible assets are being
amortized to earnings over their estimated economic life of 35 years through 2039.
Amortization expense is recorded using a method that closely resembles the pattern in
which the economic benefits of the underlying natural gas resource bases are expected
to be consumed or otherwise used.§
    
    Offshore Pipeline & Platform customer relationships  Enterprise Products Partners
acquired these customer relationships in connection with the GulfTerra Merger. At
December 31, 2007, the carrying value of this group of intangible assets was $131.9
million. These intangible assets are being amortized to earnings over their estimated
economic life of 33 years through 2037. Amortization expense is recorded using a
method that closely resembles the pattern in which the economic benefits of the
underlying crude oil and natural gas resource bases are expected to be consumed or
otherwise used.§
    
    Encinal natural gas processing customer relationship  Enterprise Products Partners
acquired this customer relationship in connection with its Encinal acquisition in
2006. At December 31, 2007, the carrying value of this intangible asset was $109.6
million. This intangible asset is being amortized to earnings over its estimated
economic life of 20 years through 2026. Amortization expense is recorded using a
method that closely resembles the pattern in which the economic benefit of the
underlying natural gas resource bases are expected to be consumed or otherwise used.
 Contract-based intangible assets
 §
    
    Jonah natural gas gathering agreements  These intangible assets represent the
value attributed to certain of Jonahs natural gas gathering contracts that existed at
February 24, 2005, which was the date that private company affiliates of EPCO first
acquired their ownership interests in TEPPCO and TEPPCO GP. At December 31, 2007, the
carrying value of this group of intangible assets was $148.8 million. These
intangible assets are being amortized to earnings using a units-of-production method
based on throughput volumes on the Jonah system.§
    
    Val Verde natural gas gathering agreements  These intangible assets represent the
value attributed to certain natural gas gathering agreements associated with TEPPCOs
Val Verde Gathering System that existed at February 24, 2005, which was the date that
private company affiliates of EPCO first acquired their ownership interests in TEPPCO
and TEPPCO GP. At December 31, 2007, the carrying value of these intangible assets
was $132.3 million. These
 146




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##### Table of Contents



intangible assets are being amortized to earnings using a units-of-production method
based on throughput volumes on the Val Verde Gathering System.§
    
    Shell Processing Agreement  This margin-band/keepwhole processing agreement grants
Enterprise Products Partners the right to process Shell Oil Companys (or its
assignees) current and future natural gas production of within the state and federal
waters of the Gulf of Mexico. Enterprise Products Partners acquired the Shell
Processing Agreement in connection with its 1999 purchase of certain of Shells
midstream energy assets located along the U.S. Gulf Coast. At December 31, 2007, the
carrying value of this intangible asset was $128.0 million. This intangible asset is
being amortized to earnings on a straight-line basis over its estimated economic life
of 20 years through 2019.§
    
    Mississippi natural gas storage contracts  These intangible assets represent the
value assigned by Enterprise Products Partners to certain natural gas storage
contracts associated with its Petal and Hattiesburg, Mississippi storage facilities.
These facilities were acquired in connection with the GulfTerra Merger. At December
31, 2007, the carrying value of these intangible assets was $72.6 million. These
intangible assets are being amortized to earnings on a straight-line basis over the
remainder of their respective contract terms, which range from eight to 18 years (i.e.
2012 through 2022).
 Incentive distribution rights
    147




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Goodwill
  December 31,2007
    
    2006Investment in Enterprise Products Partners:GulfTerra Merger
    
    $
    385,945
    
    
    $
    385,945Encinal acquisition
    
    
    95,280
    
    
    
    95,166Other
    
    
    110,427
    
    
    
    109,430Investment in TEPPCO:TEPPCO acquisition
    
    
    197,645
    
    
    
    198,147Other
    
    
    18,283
    
    
    
    18,283Total
    
    $
    807,580
    
    
    $
    806,971
     148




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##### Table of Contents



Note 15. Debt Obligations
  December 31,2007
    
    2006Debt obligations of the Parent Company:EPE August 2007 Revolver, variable rate, due September 2012
    
    $
    115,000
    
    
    $
    Term Loan A, variable rate, due September 2012
    
    
    125,000
    
    
    
    Term Loan B, variable rate, due November 2014
    
    
    850,000
    
    
    
    EPE Revolver, variable rate, repaid May 2007
    
    
    
    
    
    
    155,000Total debt obligations of the Parent Company
    
    
    1,090,000
    
    
    
    155,000Senior debt obligations of Enterprise Products Partners:EPO Revolver, variable rate, due November 2012
    
    
    725,000
    
    
    
    410,000EPO Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000EPO Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000EPO Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000EPO Senior
Notes E, 4.00% fixed-rate, repaid October 2007
    
    
    
    
    
    
    500,000EPO Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000EPO Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000EPO Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000EPO Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000EPO Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000EPO Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000EPO Senior Notes L, 6.30%, fixed-rate, due September 2017
    
    
    800,000
    
    
    
    Petal GO Zone Bonds, variable rate, due August 2034
    
    
    57,500
    
    
    
    Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Dixie Revolver, variable rate, due June 2010
    
    
    10,000
    
    
    
    10,000Duncan Energy Partners Revolver, variable rate, due
February 2011
    
    
    200,000
    
    
    
    Other senior subordinated notes, 8.75% fixed-rate, redeemed in November 2007
    
    
    
    
    
    
    5,068Total senior debt obligations of Enterprise Products Partners
    
    
    5,646,500
    
    
    
    4,779,068Senior debt obligations of TEPPCO:TEPPCO Revolver, variable rate, due December 2012
    
    
    490,000
    
    
    
    490,000TEPPCO Senior Notes, 7.625% fixed rate, due February 2012
    
    
    500,000
    
    
    
    500,000TEPPCO Senior Notes, 6.125% fixed rate, due February 2013
    
    
    200,000
    
    
    
    200,000TE Products Senior Notes, 6.45% fixed-rate, due January 2008
    
    
    180,000
    
    
    
    180,000TE Products Senior Notes, 7.51% fixed-rate, due January 2028
    
    
    175,000
    
    
    
    210,000Total senior debt obligations of TEPPCO
    
    
    1,545,000
    
    
    
    1,580,000Total principal amount of senior debt obligations
    
    
    8,281,500
    
    
    
    6,514,068Subordinated debt obligations of Enterprise Products Partners:EPO Junior Notes A, fixed/variable rates, due August 2066
    
    
    550,000
    
    
    
    550,000EPO Junior Notes B, fixed/variable rates, due January 2068
    
    
    700,000
    
    
    
    Total subordinated debt obligations of Enterprise Products Partners
    
    
    1,250,000
    
    
    
    550,000Subordinated debt obligations of TEPPCO:TEPPCO Junior Subordinated Notes, fixed/variable rates, due June 2067
    
    
    300,000
    
    
    
    Total principal amount of senior and subordinated debt obligations
    
    
    9,831,500
    
    
    
    7,064,068Other, non-principal amounts:Changes in fair value of debt-related financial instruments (See Note 8)
    
    
    22,851
    
    
    
    (22,852
    )Unamortized discounts, net of premiums
    
    
    (15,309
    )
    
    
    (15,291
    )Unamortized deferred net gains related to terminated interest rate swap
    
    
    22,163
    
    
    
    27,952Total other, non-principal amounts
    
    
    29,705
    
    
    
    (10,191
    )Long-term debt
    
    
    9,861,205
    
    
    
    7,053,877Current maturities of long-term debt
    
    
    (353,976
    )
    
    
    Total consolidated debt obligations
    
    $
    9,507,229
    
    
    $
    7,053,877Standby letters of credit outstanding
    
    $
    24,594
    
    
    $
    58,858
  149




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Guarantor Relationships
   Debt Obligations of the Parent Company
  EPE Revolver
 EPE Interim Credit Facility
  §
    
    $155.0 million to repay principal outstanding under the EPE Revolver; and§
    
    $1.2 billion under the EPE Term Loan (Debt Bridge) and $500.0 million under the EPE
Term Loan (Equity Bridge) to fund the $1.65 billion cash purchase price for the
acquisition of membership interests in LE GP and common units of Energy Transfer
Equity.
   150




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##### Table of Contents



EPE August 2007 Credit Agreement
       Consolidated Debt Obligations of Enterprise Products Partners
 EPO Revolver.
 151




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##### Table of Contents



EPO Senior Notes B through L.
  Pascagoula MBFC Loan
  Dixie Revolver . 1 2
  152




---



##### Table of Contents



Duncan Energy Partners Revolver
  1 2
  EPO Junior Notes A
    153




---



##### Table of Contents



EPO Junior Notes B
    Canadian Revolver
   Petal MBFC Loan.
 154




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##### Table of Contents



Petal GO Zone Bonds .
 Consolidated Debt Obligations of TEPPCO
 TEPPCO Revolver.
   TEPPCO Short-Term Credit Facility .
 TEPPCO Senior Notes .
 TE Products Senior Notes .
 155




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##### Table of Contents



TEPPCO Junior Subordinated Notes
    Covenants
  156




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##### Table of Contents



Information regarding variable interest rates paid
  Range of
    
    Weighted-AverageInterest Rates
    
    Interest RatePaid
    
    PaidEPE August 2007 Revolver
    
    6.42% to 8.50%
    
    
    7.01
    %EPE Term Loan A
    
    6.99% to 7.25%
    
    
    7.18
    %EPE Term Loan A-2 (repaid November 2007)
    
    6.99% to 7.25%
    
    
    7.15
    %EPE Term Loan B
    
    7.49% to 7.49%
    
    
    7.49
    %EPE
Term Loan (Equity Bridge) (repaid August 2007)
    
    7.07% to 8.25%
    
    
    7.18
    %EPE Term Loan (Debt Bridge) (repaid August 2007)
    
    7.07% to 8.25%
    
    
    7.19
    %EPE Bridge Revolving Credit Facility (repaid August 2007)
    
    7.07% to 8.50%
    
    
    7.19
    %EPE Revolver (repaid May 2007)
    
    6.32% to 6.35%
    
    
    6.32
    %EPO Revolver
    
    5.10% to 8.25%
    
    
    5.78
    %Canadian Revolver
    
    5.01% to 5.82%
    
    
    5.68
    %Dixie Revolver
    
    5.50% to 5.67%
    
    
    5.63
    %Petal GO Zone Bonds
    
    3.11% to 4.15%
    
    
    3.56
    %Duncan Energy Partners Revolver
    
    5.52% to 6.42%
    
    
    6.23
    %TEPPCO Revolver
    
    5.45% to 5.84%
    
    
    5.71
    %
 Consolidated debt maturity table
  2008
    
    $
    355,0002009
    
    
    500,0002010
    
    
    591,8402011
    
    
    1,140,0002012
    
    
    1,437,160Thereafter
    
    
    5,807,500Total scheduled principal payments
    
    $
    9,831,500
  157




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Debt Obligations of Unconsolidated Affiliates
  Scheduled Maturities of DebtOwnership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AfterInterest
    
    Total
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2012Poseidon (1)
    
    
    36.0
    %
    
    $
    91,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    91,000
    
    
    $
    
    
    
    $
    Evangeline (1)
    
    
    49.5
    %
    
    
    20,650
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    10,650
    
    
    
    
    
    
    
    
    
    
    
    Centennial (2)
    
    
    50.0
    %
    
    
    140,000
    
    
    
    10,100
    
    
    
    9,900
    
    
    
    9,100
    
    
    
    9,000
    
    
    
    8,900
    
    
    
    93,000Total
    
    
    
    
    
    $
    251,650
    
    
    $
    15,100
    
    
    $
    14,900
    
    
    $
    19,750
    
    
    $
    100,000
    
    
    $
    8,900
    
    
    $
    93,000
 
 (1)
    
    Denotes an unconsolidated affiliate of Enterprise Products Partners.(2)
    
    Denotes an unconsolidated affiliate of TEPPCO.   Poseidon.
 Evangeline.
  1 2
 Centennial
 158




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Note 16. Partners Equity and Distributions
     Initial Public Offering
  Class B and C Units
   159




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##### Table of Contents



Private Placement of Parent Company Units
    Unit History
  Class B
    
    Class CUnits
    
    Units
    
    UnitsBalance, December 31, 2006
    
    
    88,884,116
    
    
    
    14,173,304
    
    
    
    16,000,000Conversion of Class B Units to Units in July 2007
    
    
    14,173,304
    
    
    
    (14,173,304
    )
    
    
    Units issued in connection private placement in July 2007
    
    
    20,134,220
    
    
    
    
    
    
    
    Balance, December 31, 2007
    
    
    123,191,640
    
    
    
    
    
    
    
    16,000,000
 160




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##### Table of Contents



Summary of Changes in Limited Partners Equity
  Class B
    
    Class CUnits
    
    Units
    
    Units
    
    TotalBalance, January 1, 2005
    
    $
    49,485
    
    
    $
    
    
    
    $
    
    
    
    $
    49,485Net income
    
    
    55,271
    
    
    
    26,930
    
    
    
    
    
    
    
    82,201Cash distributions to partners
    
    
    (32,942
    )
    
    
    
    
    
    
    
    
    
    
    (32,942
    )Cash distributions to former owners
    
    
    
    
    
    
    (39,818
    )
    
    
    
    
    
    
    (39,818
    )Operating leases paid by EPCO
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    72Amortization of equity-related awards
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    75Acquisition of minority interest from El Paso
    
    
    90,845
    
    
    
    
    
    
    
    
    
    
    
    90,845Contribution of net assets from sponsor affiliates
in connection with initial public offering
    
    
    160,604
    
    
    
    
    
    
    
    
    
    
    
    160,604Net proceeds from initial public offering
    
    
    373,000
    
    
    
    
    
    
    
    
    
    
    
    373,000Contribution of interest in TEPPCO GP
    
    
    
    
    
    
    386,510
    
    
    
    380,665
    
    
    
    767,175Other
    
    
    (186
    )
    
    
    
    
    
    
    
    
    
    
    (186
    )Balance, December 31, 2005
    
    
    696,224
    
    
    
    373,622
    
    
    
    380,665
    
    
    
    1,450,511Net income
    
    
    92,559
    
    
    
    41,420
    
    
    
    
    
    
    
    133,979Distributions to partners
    
    
    (108,438
    )
    
    
    
    
    
    
    
    
    
    
    (108,438
    )Distributions to former owners
    
    
    
    
    
    
    (57,960
    )
    
    
    
    
    
    
    (57,960
    )Operating leases paid by EPCO
    
    
    109
    
    
    
    
    
    
    
    
    
    
    
    109Amortization of equity-related awards
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    80Contributions
    
    
    755
    
    
    
    
    
    
    
    
    
    
    
    755Acquisition related disbursement of cash
    
    
    (319
    )
    
    
    
    
    
    
    
    
    
    
    (319
    )Change in accounting methods of equity awards
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    (48
    )Balance, December 31, 2006
    
    
    680,922
    
    
    
    357,082
    
    
    
    380,665
    
    
    
    1,418,669Net income
    
    
    75,624
    
    
    
    33,386
    
    
    
    
    
    
    
    109,010Operating leases paid by EPCO
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    107Distributions to partners
    
    
    (159,028
    )
    
    
    
    
    
    
    
    
    
    
    (159,028
    )Distributions to former owners
    
    
    
    
    
    
    (29,760
    )
    
    
    
    
    
    
    (29,760
    )Conversions of Class B Units
    
    
    360,708
    
    
    
    (360,708
    )
    
    
    
    
    
    
    Amortization of equity-related awards
    
    
    530
    
    
    
    
    
    
    
    
    
    
    
    530Contributions
    
    
    739,458
    
    
    
    
    
    
    
    
    
    
    
    739,458Balance, December 31, 2007
    
    $
    1,698,321
    
    
    $
    
    
    
    $
    380,665
    
    
    $
    2,078,986
  Distributions to Partners
  161




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Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date20061st 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, 200720071st Quarter
    
    $
    0.365
    
    
    Apr. 30, 2007
    
    May 11, 20072nd Quarter
    
    $
    0.380
    
    
    Jul. 31, 2007
    
    Aug. 10, 20073rd Quarter
    
    $
    0.395
    
    
    Oct. 31, 2007
    
    Nov. 9, 20074th Quarter
    
    $
    0.410
    
    
    Jan. 31, 2008
    
    Feb. 8, 2008
 Accumulated Other Comprehensive Income (Loss)
  December 31,2007
    
    2006Commodity financial instruments (1)
    
    $
    (40,271
    )
    
    $
    (2,892
    )Interest rate financial instruments (1)
    
    
    1,048
    
    
    
    25,796Foreign currency hedges (1)
    
    
    1,308
    
    
    
    Foreign currency translation adjustment (1)
    
    
    1,200
    
    
    
    (807
    )Pension and postretirement benefit plans (2)
    
    
    588
    
    
    
    (531
    )Proportionate share of other comprehensive income
of unconsolidated affiliates (3)
    
    
    (3,848
    )
    
    
    Total accumulated other comprehensive income (loss)
    
    $
    (39,975
    )
    
    $
    21,566
 
 (1)
    
    See Note 8 for additional information regarding these components of accumulated other comprehensive income (loss).(2)
    
    See Note 7 for additional information regarding pension and postretirement benefit plans.(3)
    
    Relates to commodity and interest rate hedging financial instruments of Energy Transfer Equity. Other
  162




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Note 17. Related Party Transactions
  For the Years Ended December 31,2007
    
    2006
    
    2005Revenues from consolidated operations:EPCO and affiliates
    
    $
    6
    
    
    $
    55,809
    
    
    $
    311Energy Transfer Equity
    
    
    294,627
    
    
    
    
    
    
    
    Other unconsolidated affiliates
    
    
    290,418
    
    
    
    304,854
    
    
    
    367,516Total
    
    $
    585,051
    
    
    $
    360,663
    
    
    $
    367,827Operating costs and expenses:EPCO and affiliates
    
    $
    387,647
    
    
    $
    403,825
    
    
    $
    341,673Energy Transfer Equity
    
    
    35,156
    
    
    
    
    
    
    
    Other unconsolidated affiliates
    
    
    41,034
    
    
    
    39,884
    
    
    
    30,838Total
    
    $
    463,837
    
    
    $
    443,709
    
    
    $
    372,511General and administrative expenses:EPCO and affiliates
    
    $
    82,467
    
    
    $
    63,465
    
    
    $
    53,304Interest expense:EPCO and affiliates
    
    $
    170
    
    
    $
    
    
    
    $
    15,306
  Relationship with EPCO and affiliates
  §
    
    EPCO and its consolidated private company subsidiaries;§
    
    EPE Holdings, our sole general partner; and§
    
    the Employee Partnerships (see Note 6).
   163




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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.
 164




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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 EPGP; Duncan Energy Partners and DEP GP;
or the Parent Company and EPE Holdings, then the Parent Company 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 IDRs 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§
    
    IDRs and limited partner interests (or securities which have characteristics
similar to IDRs 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.
 The Parent Company will be presumed to desire to acquire the equity securities until such
time as EPE Holdings advises the EPCO Group, EPGP and DEP GP that the Parent Company has
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 Audit, Conflicts and Governance
(ACG) Committee of EPE Holdings. If the purchase price is reasonably likely to be less
than such threshold amount, the
 165




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##### Table of Contents



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 the Parent Company abandons the acquisition and so notifies the EPCO
Group, EPGP and DEP GP, 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 EPGP advises the EPCO Group
and DEP GP 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 the Parent
Company, as described above but utilizing EPGP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 GP, the EPCO Group may pursue the
acquisition or offer the opportunity to 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, EPGP, EPE Holdings or the
Parent Company, then 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 EPGP advises the EPCO Group,
EPE Holdings and DEP GP 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 EPGP after consultation with and
subject to the approval of the ACG Committee of EPGP. If the purchase price or cost is
reasonably likely to be less than such threshold amount, the chief executive officer of
EPGP may make the determination to decline the business opportunity without consulting
EPGP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 GP, the Parent Company 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 the Parent Company abandons the acquisition and so notifies the EPCO
Group, the EPCO Group may either pursue the business opportunity or offer the business
opportunity to a private company affiliate of EPCO or TEPPCO and TEPPCO GP without any
further obligation to any other party or offer such opportunity to other affiliates.
  166




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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 $268.0
million, $277.7 million and $331.5 million for the years ended December 31, 2007, 2006 and
2005, respectively. In addition, we furnished $1.1 million in letters of credit on behalf
of Evangeline at December 31, 2007.§
    
    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
$30.4 million, $34.9 million and $26.0 million for the years ended December 31, 2007, 2006
and 2005, respectively. Revenues from Promix were $17.3 million, $21.8 million and $25.8
million for the years ended December 31, 2007, 2006 and 2005, respectively.§
    
    We perform management services for certain of our unconsolidated affiliates. We
charged such affiliates $11.0 million, $10.3 million and $9.4 million for the years ended
December 31, 2007, 2006 and 2005, respectively.§
    
    For the years ended December 31, 2007, 2006 and 2005, TEPPCO paid $3.8 million, $5.6
million and $5.9 million, respectively, to Centennial in connection with a pipeline
capacity lease. In addition, TEPPCO paid $5.3 million to Centennial in 2007 for other
pipeline transportation services.§
    
    For the years ended December 31, 2007, 2006 and 2005, TEPPCO paid Seaway $4.7 million,
$3.8 million and $2.1 million, respectively, for transportation and tank rentals in connection with its
crude oil marketing activities.
 Relationship with Duncan Energy Partners
  167




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Note 18. Provision for Income Taxes
  For the Years Ended December 31,2007
    
    2006
    
    2005Current:Federal
    
    $
    4,828
    
    
    $
    7,694
    
    
    $
    1,105State
    
    
    5,107
    
    
    
    1,148
    
    
    
    301Total current
    
    
    9,935
    
    
    
    8,842
    
    
    
    1,406Deferred:Federal
    
    
    2,784
    
    
    
    6,109
    
    
    
    5,969State
    
    
    3,094
    
    
    
    7,023
    
    
    
    988Total deferred
    
    
    5,878
    
    
    
    13,132
    
    
    
    6,957Total provision for income taxes
    
    $
    15,813
    
    
    $
    21,974
    
    
    $
    8,363
 168




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##### Table of Contents



For the Year Ended December 31,2007
    
    2006
    
    2005Pre Tax Net Book Income (NBI)
    
    $
    777,709
    
    
    $
    794,458
    
    
    $
    569,743Revised Texas franchise tax
    
    
    7,703
    
    
    
    8,770
    
    
    
    State income taxes (net of federal benefit)
    
    
    324
    
    
    
    (396
    )
    
    
    838Federal income taxes computed by applying the federal
statutory rate to NBI of corporate entities
    
    
    5,318
    
    
    
    13,347
    
    
    
    7,657Taxes charged to cumulative effect of changes
in accounting principle
    
    
    
    
    
    
    (3
    )
    
    
    65Valuation allowance
    
    
    2,347
    
    
    
    123
    
    
    
    Other permanent differences
    
    
    121
    
    
    
    133
    
    
    
    (197
    )Provision for income taxes
    
    
    15,813
    
    
    $
    21,974
    
    
    $
    8,363Effective income tax rate
    
    
    2.0
    %
    
    
    2.8
    %
    
    
    1.5
    %
  At December 31,2007
    
    2006Deferred Tax Assets:Net operating loss carryovers
    
    $
    23,270
    
    
    $
    19,175Credit carryover
    
    
    26
    
    
    
    26Charitable contribution carryover
    
    
    16
    
    
    
    12Employee benefit plans
    
    
    3,214
    
    
    
    1,990Deferred revenue
    
    
    642
    
    
    
    328Reserve for legal fees and damages
    
    
    478
    
    
    
    Equity investment in partnerships
    
    
    409
    
    
    
    223Asset retirement obligations
    
    
    80
    
    
    
    43Accruals and other
    
    
    1,098
    
    
    
    709Total Deferred Tax Assets
    
    
    29,233
    
    
    
    22,506Valuation allowance
    
    
    (5,345
    )
    
    
    (2,994
    )Net Deferred Tax Assets
    
    
    23,888
    
    
    
    19,512Deferred Tax Liabilities:Property, plant and equipment
    
    
    40,520
    
    
    
    31,256Other
    
    
    99
    
    
    
    78Total Deferred Tax Liabilities
    
    
    40,619
    
    
    
    31,334Total Net Deferred Tax Liabilities
    
    $
    (16,731
    )
    
    $
    (11,822
    )Current portion of total net deferred tax assets
    
    $
    1,082
    
    
    $
    698Long-term portion of total net deferred tax liabilities
    
    $
    (17,813
    )
    
    $
    (12,520
    )
   169




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Note 19. Earnings Per Unit
     For the Years Ended December 31,2007
    
    2006
    
    2005Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in net income
    
    $
    11
    
    
    $
    13
    
    
    $
    8
 170




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##### Table of Contents



For the Years Ended December 31,2007
    
    2006
    
    2005Income before changes in accounting principles
and general partner interest
    
    $
    109,021
    
    
    $
    133,899
    
    
    $
    82,436Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    93
    
    
    
    (227
    )Net income
    
    
    109,021
    
    
    
    133,992
    
    
    
    82,209General partner interest in net income
    
    
    (11
    )
    
    
    (13
    )
    
    
    (8
    )Net income available to limited partners
    
    $
    109,010
    
    
    $
    133,979
    
    
    $
    82,201BASIC EARNINGS PER UNITNumerator:Income before changes in accounting principles
and general partner interest
    
    $
    109,021
    
    
    $
    133,899
    
    
    $
    82,436Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    93
    
    
    
    (227
    )General partner interest in net income
    
    
    (11
    )
    
    
    (13
    )
    
    
    (8
    )Limited partners interest in net income
    
    $
    109,010
    
    
    $
    133,979
    
    
    $
    82,201Denominator:Units
    
    
    104,869
    
    
    
    88,884
    
    
    
    79,726Class B Units
    
    
    7,456
    
    
    
    14,173
    
    
    
    12,076Total
    
    
    112,325
    
    
    
    103,057
    
    
    
    91,802Basic earnings per Unit:Income before changes in accounting principles
and general partner interest
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90Cumulative effect of changes in accounting principles
    
    
    *
    
    
    
    *
    
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90DILUTED EARNINGS PER UNITNumerator:Income before changes in accounting principles
and general partner interest
    
    $
    109,021
    
    
    $
    133,899
    
    
    $
    82,436Cumulative effect of changes in accounting principles
    
    
    
    
    
    
    93
    
    
    
    (227
    )General partner interest in net income
    
    
    (11
    )
    
    
    (13
    )
    
    
    (8
    )Limited partners interest in net income
    
    $
    109,010
    
    
    $
    133,979
    
    
    $
    82,201Denominator:Units
    
    
    104,869
    
    
    
    88,884
    
    
    
    79,726Class B Units
    
    
    7,456
    
    
    
    14,173
    
    
    
    12,076Total
    
    
    112,325
    
    
    
    103,057
    
    
    
    91,802Basic earnings per Unit:Income before changes in accounting principles
and general partner interest
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90Cumulative effect of changes in accounting principles
    
    
    *
    
    
    
    *
    
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.97
    
    
    $
    1.30
    
    
    $
    0.90
 
 *
    
    Amount is negligible 171




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Note 20. Commitments and Contingencies
 Litigation
   Enterprise Products Partners matters .
   TEPPCO matters .
 172




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Energy Transfer Equity matters
   173




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Contractual Obligations
  Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    ThereafterScheduled maturities of long-term debt
    
    $
    9,381,500
    
    
    $
    355,000
    
    
    $
    500,000
    
    
    $
    591,840
    
    
    $
    650,000
    
    
    $
    1,927,160
    
    
    $
    5,807,500Operating lease obligations
    
    $
    389,798
    
    
    $
    40,281
    
    
    $
    37,488
    
    
    $
    33,189
    
    
    $
    32,684
    
    
    $
    31,364
    
    
    $
    214,792Purchase obligations:Product purchase commitments:Estimated payment obligations:Crude Oil
    
    $
    387,210
    
    
    $
    387,210
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Natural gas
    
    $
    685,600
    
    
    $
    137,345
    
    
    $
    136,970
    
    
    $
    136,970
    
    
    $
    136,970
    
    
    $
    137,345
    
    
    $
    NGLs
    
    $
    4,041,275
    
    
    $
    697,277
    
    
    $
    415,132
    
    
    $
    415,132
    
    
    $
    415,132
    
    
    $
    415,132
    
    
    $
    1,683,470Petrochemicals
    
    $
    4,065,675
    
    
    $
    1,751,152
    
    
    $
    746,916
    
    
    $
    514,155
    
    
    $
    233,745
    
    
    $
    141,623
    
    
    $
    678,084Other
    
    $
    102,913
    
    
    $
    37,836
    
    
    $
    20,078
    
    
    $
    6,722
    
    
    $
    6,587
    
    
    $
    6,292
    
    
    $
    25,398Underlying major volume commitments:Crude Oil (in MBbls)
    
    
    4,492
    
    
    
    4,492
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Natural gas (in BBtus)
    
    
    91,350
    
    
    
    18,300
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,300
    
    
    
    NGLs (in MBbls)
    
    
    50,798
    
    
    
    9,745
    
    
    
    5,086
    
    
    
    5,086
    
    
    
    5,086
    
    
    
    5,086
    
    
    
    20,709Petrochemicals (in MBbls)
    
    
    45,207
    
    
    
    20,115
    
    
    
    8,100
    
    
    
    5,604
    
    
    
    2,541
    
    
    
    1,556
    
    
    
    7,291Service payment commitments
    
    $
    17,936
    
    
    $
    11,244
    
    
    $
    5,695
    
    
    $
    437
    
    
    $
    93
    
    
    $
    93
    
    
    $
    374Capital expenditure commitments
    
    $
    695,096
    
    
    $
    695,096
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 174




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Scheduled Maturities of Long-Term Debt
 Operating Lease Obligations.
      Purchase Obligations.
 §
    
    Long and short-term product purchase obligations for crude oil, NGLs, certain petrochemicals and
natural gas from third-party suppliers  The prices we are obligated to pay under these
contracts approximate market prices at the time we take delivery of such volumes. With
respect to these agreements, amounts shown in the preceding table represent our purchase
volume commitments
 175




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##### Table of Contents



and estimated cash payment obligations due in each period as of
December 31, 2007. Our estimated future payment obligations are based on the contractual
price under each contract for
purchases made at December 31, 2007 applied to all future volume commitments. Actual
future payment obligations may vary depending on market prices at the time of delivery. At
December 31, 2007, 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 service providers (e.g.
equipment maintenance agreements). Our contractual payment obligations vary by contract.
With respect to such contracts, amounts shown in the preceding table represent our
estimated cash payment obligations due in each period as of December 31, 2007.§
    
    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 in connection with
construction-in-progress. The preceding table presents our share of such commitments for
the periods indicated as of December 31, 2007.
 Commitments under EPCO 1998 Plan and TEPPCO 2006 LTIP
    Other Commitments and Claims
 Redelivery Commitments
 176




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Other Claims
 Centennial Guarantees
  Note 21. Significant Risks and Uncertainties
 Nature of Operations in Midstream Energy Industry
    Credit Risk due to Industry Concentrations
  177




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##### Table of Contents



Counterparty Risk with respect to Financial Instruments
  Weather-Related Risks
      Hurricane Ivan insurance claims .
 178




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##### Table of Contents



Hurricanes Katrina and Rita insurance claims .
  For the Year Ended December 31,2007
    
    2006Business interruption (BI) proceeds:Hurricane Ivan
    
    $
    377
    
    
    $
    17,382Hurricane Katrina
    
    
    19,005
    
    
    
    24,500Hurricane Rita
    
    
    14,955
    
    
    
    22,000Other
    
    
    996
    
    
    
    Total BI proceeds
    
    
    35,333
    
    
    
    63,882Property damage (PD) proceeds:Hurricane Ivan
    
    
    1,273
    
    
    
    24,104Hurricane Katrina
    
    
    79,651
    
    
    
    7,500Hurricane Rita
    
    
    24,105
    
    
    
    3,000Other
    
    
    184
    
    
    
    Total PD proceeds
    
    
    105,213
    
    
    
    34,604Total
    
    $
    140,546
    
    
    $
    98,486
  179




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##### Table of Contents



Note 22. Supplemental Cash Flow Information
  For the Years Ended December 31,2007
    
    2006
    
    2005Decrease (increase) in:Accounts and notes receivable
    
    $
    (1,176,585
    )
    
    $
    100,311
    
    
    $
    (620,749
    )Inventories
    
    
    (34,724
    )
    
    
    (110,448
    )
    
    
    (141,595
    )Prepaid and other current assets
    
    
    32,634
    
    
    
    25,261
    
    
    
    (67,978
    )Other assets
    
    
    (2,128
    )
    
    
    (35,270
    )
    
    
    49,681Increase (decrease) in:Accounts payable
    
    
    37,756
    
    
    
    10,844
    
    
    
    53,713Accrued products payable
    
    
    1,398,812
    
    
    
    40,906
    
    
    
    587,446Accrued expenses
    
    
    126,463
    
    
    
    (68,658
    )
    
    
    (176,411
    )Accrued interest
    
    
    56,597
    
    
    
    22,779
    
    
    
    (1,318
    )Other current liabilities
    
    
    20,376
    
    
    
    64,452
    
    
    
    21,370Other liabilities
    
    
    (1,603
    )
    
    
    (5,901
    )
    
    
    761Net effect of changes in operating accounts
    
    $
    457,598
    
    
    $
    44,276
    
    
    $
    (295,080
    )Cash payments for interest, net
    
    $
    427,014
    
    
    $
    376,540
    
    
    $
    370,423Less interest amounts capitalized
    
    
    (86,506
    )
    
    
    (66,341
    )
    
    
    (28,805
    )Cash interest payments, net of amounts
capitalized
    
    $
    340,508
    
    
    $
    310,199
    
    
    $
    341,618Cash payments for income taxes
    
    $
    5,760
    
    
    $
    10,497
    
    
    $
    5,160
  For the Years Ended December 31,2007
    
    2006
    
    2005Write-off of note payable by third-party former owner
of TEPPCO GP prior to our acquisition of
TEPPCO GP in February 2005
    
    $
    
    
    
    $
    
    
    
    $
    10,000Loss on early extinguishment of debt
    
    
    1,606
    
    
    
    
    
    
    
    Provision for impairment of long-lived assets
    
    
    
    
    
    
    88
    
    
    
    Effect of pension settlement recognition
    
    
    589
    
    
    
    
    
    
    
    Unamortized debt issuance costs
    
    
    3,299
    
    
    
    
    
    
    
    Changes in value of financial instruments
    
    
    3,307
    
    
    
    94
    
    
    
    122Total other non-cash
    
    $
    8,801
    
    
    $
    182
    
    
    $
    10,122
   180




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##### Table of Contents



For the Years Ended December 31,2007
    
    2006
    
    2005Fair value of assets acquired
    
    $
    37,037
    
    
    $
    493,005
    
    
    $
    353,176Less liabilities assumed, including
minority interest
    
    
    (1,244
    )
    
    
    (200,803
    )
    
    
    (23,940
    )Net assets acquired
    
    
    35,793
    
    
    
    292,202
    
    
    
    329,236Less cash acquired
    
    
    
    
    
    
    
    
    
    
    (2,634
    )Cash used for business combinations
    
    $
    35,793
    
    
    $
    292,202
    
    
    $
    326,602
    181




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##### Table of Contents



Note 23. Quarterly Financial Information (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterFor the Year Ended December 31, 2007:Revenues
    
    $
    5,340,275
    
    
    $
    6,294,270
    
    
    $
    6,721,724
    
    
    $
    8,357,500Operating income
    
    
    281,855
    
    
    
    286,047
    
    
    
    280,312
    
    
    
    345,611Income before changes in accounting
principles
    
    
    53,453
    
    
    
    21,504
    
    
    
    12,277
    
    
    
    21,787Net income
    
    
    53,453
    
    
    
    21,504
    
    
    
    12,277
    
    
    
    21,787Earnings per Unit before changes in
accounting principles:Basic and diluted
    
    $
    0.52
    
    
    $
    0.21
    
    
    $
    0.10
    
    
    $
    0.14Net income per Unit:Basic and diluted
    
    $
    0.52
    
    
    $
    0.21
    
    
    $
    0.10
    
    
    $
    0.14For the Year Ended December 31, 2006:Revenues
    
    $
    5,782,765
    
    
    $
    5,925,164
    
    
    $
    6,451,438
    
    
    $
    5,452,779Operating income
    
    
    258,149
    
    
    
    244,957
    
    
    
    336,536
    
    
    
    277,378Income before changes in accounting
principles
    
    
    30,567
    
    
    
    30,939
    
    
    
    37,043
    
    
    
    35,350Net income
    
    
    30,663
    
    
    
    30,939
    
    
    
    37,043
    
    
    
    35,347Earnings per Unit before changes in
accounting principles:Basic and diluted
    
    $
    0.30
    
    
    $
    0.30
    
    
    $
    0.36
    
    
    $
    0.34Net income per Unit:Basic and diluted
    
    $
    0.30
    
    
    $
    0.30
    
    
    $
    0.36
    
    
    $
    0.34
 Note 24. Supplemental Parent Company Financial Information
     182




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Enterprise Products Partners and EPGP
   §
    
    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 Years Ended December 31,2007
    
    2006
    
    2005From 2% general partner interest
    
    $
    16,944
    
    
    $
    15,096
    
    
    $
    12,873From incentive distribution rights
    
    
    107,421
    
    
    
    86,710
    
    
    
    63,880Total
    
    $
    124,365
    
    
    $
    101,806
    
    
    $
    76,753
 TEPPCO and TEPPCO GP
  183




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##### Table of Contents



4,400,000 common units of TEPPCO
    
    $
    148,098100% membership interest in TEPPCO (including associated IDRs)
    
    
    591,636Carryover basis recorded by the Parent Company
    
    $
    739,734
  §
    
    Ownership of 100% of the membership interests in TEPPCO GP and associated TEPPCO IDRs
for all periods presented. Third-party ownership interests in TEPPCO GP during the first
quarter of 2005 have been reflected as minority interest. TEPPCO GP is entitled to 2% of
the quarterly cash distributions paid by TEPPCO and its percentage interest in TEPPCOs
quarterly cash distributions is increased through its ownership of the associated TEPPCO
IDRs, after certain specified target levels of distribution rates are met by TEPPCO.
Currently, TEPPCO GPs quarterly general partner and associated incentive distribution
thresholds are as follows:
 §
    
    2% of quarterly cash distributions up to $0.275 per unit paid by TEPPCO;§
    
    15% of quarterly cash distributions from $0.275 per unit up to $0.325 per unit
paid by TEPPCO; and§
    
    25% of quarterly cash distributions that exceed $0.325 per unit paid by TEPPCO.
 Prior to December 2006, TEPPCO GP was entitled to 50% of any quarterly cash distributions
paid by TEPPCO that exceeded $0.45 per unit. This distribution tier was eliminated by
TEPPCO as part of an amendment to its partnership agreement in December 2006 in exchange
for the issuance of 14,091,275 common units of TEPPCO to TEPPCO GP, which were subsequently
distributed to affiliates of EPCO.The economic benefit of the TEPPCO IDRs for periods prior to December 2006 is equal to: (i)
the benefit that would have been received by the Parent Company at the current (i.e.
post-December 2006) 25% maximum threshold assuming historical distribution rates plus (ii)
an incremental amount of benefit that would have been received from 4,400,000 of the
14,091,275 common units issued by TEPPCO in December 2006 in connection with the conversion
of TEPPCO IDRs in excess of the 25% threshold. DFI and DFIGP retain the economic benefit
of TEPPCO IDRs associated with the remaining 9,691,275 common units issued by TEPPCO in
December 2006. After December 2006, our net income reflects current TEPPCO IDRs (i.e.,
capped at the 25% maximum threshold).The following table summarizes the distributions received by TEPPCO GP from TEPPCO for the
periods indicated:
 For the Years Ended December 31,2007
    
    2006
    
    2005From 2% general partner interest
    
    $
    5,023
    
    
    $
    4,014
    
    
    $
    2,774From incentive distribution rights
    
    
    43,210
    
    
    
    53,946
    
    
    
    37,039Total
    
    $
    48,233
    
    
    $
    57,960
    
    
    $
    39,813
 184




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##### Table of Contents



§
    
    Ownership of 4,400,000 common units of TEPPCO since the date of issuance to affiliates
of EPCO in December 2006.
 Energy Transfer Equity and LE GP
  Parent Company Cash Flow Information
  For the Years Ended December 31,2007
    
    2006
    
    2005Operating activities:Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209Adjustments to reconcile net income to net cash
flows provided by operating activities:Amortization
    
    
    9,723
    
    
    
    365
    
    
    
    21Equity earnings
    
    
    (187,540
    )
    
    
    (145,587
    )
    
    
    (86,085
    )Cash distributions from investees
    
    
    237,595
    
    
    
    182,008
    
    
    
    91,737Change in accounting principle
    
    
    
    
    
    
    (18
    )
    
    
    Net effect of changes in operating accounts
    
    
    15,874
    
    
    
    (4,637
    )
    
    
    4,584Net cash flows provided by operating activities
    
    
    184,673
    
    
    
    166,123
    
    
    
    92,466Investing activities:Investments
    
    
    (1,650,827
    )
    
    
    (18,920
    )
    
    
    (366,458
    )Cash used in investing activities
    
    
    (1,650,827
    )
    
    
    (18,920
    )
    
    
    (366,458
    )Financing activities:Borrowings under debt agreements
    
    
    3,787,000
    
    
    
    41,000
    
    
    
    531,000Repayments of debt
    
    
    (2,852,000
    )
    
    
    (20,500
    )
    
    
    (556,746
    )Debt issuance costs
    
    
    (18,629
    )
    
    
    (1,019
    )
    
    
    Cash distributions paid by Parent Company
    
    
    (159,042
    )
    
    
    (108,449
    )
    
    
    (8,178
    )Distributions paid to former owners of EPGP
    
    
    
    
    
    
    
    
    
    
    (24,764
    )Proceeds from issuance of our Units, net
    
    
    739,458
    
    
    
    
    
    
    
    Distributions paid to former owners of TEPPCO
GP
    
    
    (29,760
    )
    
    
    (57,960
    )
    
    
    (39,813
    )Contributions from partners of Parent Company
    
    
    
    
    
    
    
    
    
    
    373,001Cash provided by (used in) financing activities
    
    
    1,467,027
    
    
    
    (146,928
    )
    
    
    274,500Net change in cash and cash equivalents
    
    
    873
    
    
    
    275
    
    
    
    508Cash and cash equivalents, beginning of period
    
    
    783
    
    
    
    508
    
    
    
    Cash and cash equivalents, end of period
    
    $
    1,656
    
    
    $
    783
    
    
    $
    508
   185




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##### Table of Contents



For the Years Ended December 31,2007
    
    2006
    
    2005Cash distributions from investees:Enterprise Products Partners and EPGP:From 13,454,498 common units of Enterprise Products Partners
    
    $
    25,766
    
    
    $
    24,150
    
    
    $
    5,786From 2% general partner interest in Enterprise Products
Partners
    
    
    16,944
    
    
    
    15,096
    
    
    
    13,056From general partner IDRs in distributions of
Enterprise Products Partners
    
    
    104,652
    
    
    
    84,802
    
    
    
    33,082TEPPCO and TEPPCO GP:From 4,400,000 common units of TEPPCO
    
    
    12,056
    
    
    
    10,869
    
    
    
    7,463From 2% general partner interest in TEPPCO
    
    
    5,023
    
    
    
    4,014
    
    
    
    2,774From general partner IDRs in distributions of TEPPCO
    
    
    43,210
    
    
    
    43,077
    
    
    
    29,576Energy Transfer Equity and LE GP: (1)From 38,976,090 common units of Energy Transfer Equity
    
    
    29,720
    
    
    
    
    
    
    
    From 34.9% member interest in LE GP
    
    
    224
    
    
    
    
    
    
    
    Total cash distributions received
    
    $
    237,595
    
    
    $
    182,008
    
    
    $
    91,737Distributions by the Parent Company:EPCO and affiliates
    
    $
    125,875
    
    
    $
    93,910
    
    
    $
    6,543Public
    
    
    33,153
    
    
    
    14,528
    
    
    
    1,634General partner interest
    
    
    14
    
    
    
    11
    
    
    
    1Total distributions by the Parent Company (2)
    
    $
    159,042
    
    
    $
    108,449
    
    
    $
    8,178Distributions paid to affiliates of EPCO that were the former
owners of the TEPPCO and TEPPCO GP interests contributed
to the Parent Company in May 2007(3)
    
    $
    29,760
    
    
    $
    57,960
    
    
    $
    39,813
 
 (1)
    
    The Parent Company received its first cash distribution from Energy Transfer Equity and LE GP in July 2007.(2)
    
    The quarterly cash distributions paid by the Parent Company increased effective with the August 2007 distribution due to the issuance of 20,134,220 Units in July
2007. See Note 1 for information regarding this equity offering.(3)
    
    Represents cash distributions paid to affiliates of EPCO that
were former owners of these partnership and membership interests prior to the contribution of such interests to the Parent
Company in May 2007. See Note 1 for information regarding the basis of presentation of the Parent Companys investments. 186




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##### Table of Contents



Parent Company Balance Sheet Information
  December 31,2007
    
    2006ASSETSCurrent assets
    
    $
    6,444
    
    
    $
    2,928Investments:Enterprise Products Partners and EPGP
    
    
    823,168
    
    
    
    840,933TEPPCO and TEPPCO GP
    
    
    734,891
    
    
    
    730,823Energy Transfer Equity and LE GP
    
    
    1,619,097
    
    
    
    Total Investments
    
    
    3,177,156
    
    
    
    1,571,756Other assets
    
    
    9,974
    
    
    
    340Total assets
    
    $
    3,193,574
    
    
    $
    1,575,024LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    20,208
    
    
    $
    1,023Long-term debt(see Note 15)
    
    
    1,090,000
    
    
    
    155,000Other long-term liabilities
    
    
    9,967
    
    
    
    Partners equity
    
    
    2,073,399
    
    
    
    1,419,001Total liabilities and partners equity
    
    $
    3,193,574
    
    
    $
    1,575,024
    187




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##### Table of Contents



Parent Company Income Information
  For the Years Ended December 31,2007
    
    2006
    
    2005Equity earnings:Enterprise Products Partners and EPGP
    
    $
    128,471
    
    
    $
    111,093
    
    
    $
    59,152TEPPCO and TEPPCO GP
    
    
    55,974
    
    
    
    34,494
    
    
    
    26,933Energy Transfer Equity and LE GP
    
    
    3,095
    
    
    
    
    
    
    
    Total equity earnings
    
    
    187,540
    
    
    
    145,587
    
    
    
    86,085General and administrative costs
    
    
    4,299
    
    
    
    2,116
    
    
    
    461Operating income
    
    
    183,241
    
    
    
    143,471
    
    
    
    85,624Other income (expense):Interest expense
    
    
    (74,432
    )
    
    
    (9,547
    )
    
    
    (3,445
    )Interest income
    
    
    212
    
    
    
    50
    
    
    
    30Total
    
    
    (74,220
    )
    
    
    (9,497
    )
    
    
    (3,415
    )Income before cumulative effect of change
in accounting principle
    
    
    109,021
    
    
    
    133,974
    
    
    
    82,209Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    18
    
    
    
    Net income
    
    $
    109,021
    
    
    $
    133,992
    
    
    $
    82,209
 Note 25. Subsequent Events
 Repayment of TE Products Senior Notes
  Enterprise Products 2008 Long-Term Incentive Plan
  TEPPCO Cenac Acquisition
  188




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##### Table of Contents



Gerber Matter
  Enterprise Unit L.P. Long-Term Incentive Plan
     §
    
    Distributions of cash flow Each quarter, 100% of the cash distributions received by
Enterprise LP from the Parent Company and Enterprise Products Partners will be
distributed to the Class A limited partner until EPCO Holdings has received an amount
equal to the Class A preferred return (as defined below), and any remaining distributions
received by Enterprise LP will be distributed to the Class B limited partners. The Class
A preferred return equals the Class A capital base (as defined below) multiplied by 5.0%
per annum. The Class A limited partners capital base equals
the amount of any other contributions of cash or cash equivalents made by the Class A
limited partner to Enterprise LP, plus any unpaid Class A
 189




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##### Table of Contents



preferred return from prior periods, less any distributions made by Enterprise LP of
proceeds from the sale of units owned by Enterprise LP (as described below).
 §
    
    Liquidating Distributions Upon liquidation of Enterprise LP, units having a fair
market value equal to the Class A limited partner capital base will be distributed to EPCO
Holdings, 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 Enterprise LP sells any units that it beneficially 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.
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .
  
 Item 9A. Controls and Procedures .
 Disclosure controls and procedures
   Internal control over financial reporting
  (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect our transactions;
 190




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##### Table of Contents



(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 acquisitions, uses or dispositions of our assets that could have a
material effect on our financial statements.
    191




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##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2007
      /s/ Dr. Ralph S. Cunningham
    
    
    
    /s/ W. Randall FowlerName:
    
    Dr. Ralph S. Cunningham
    
    
    
    Name:
    
    W. Randall FowlerTitle:
    
    Chief Executive Officer of   our general partner,
    
    
    
    Title:
    
    Chief Financial Officer of   our general partner,EPE Holdings, LLC
    
    
    
    
    
    EPE Holdings, LLC
 192




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  Internal
Control  Integrated Framework
    Internal
Control  Integrated Framework
 193




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##### Table of Contents



Item 9B. Other Information .
  194




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance .
 Partnership Management
      Corporate Governance
   195




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##### Table of Contents



Code of Conduct and Ethics and Corporate Governance Guidelines
    www.enterprisegp.com
 ACG Committee
   196




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##### Table of Contents



§
    
    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;§
    
    encouraging adherence to and continuous improvement of our policies, procedures and
practices at all levels; and§
    
    reviewing areas of potential significant financial risk to our businesses.
    www.enterprisegp.com
 NYSE Corporate Governance Listing Standards
  Executive Sessions of Non-Management Directors
  197




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##### Table of Contents



Directors and Executive Officers of EPE Holdings
  Name
    
    Age
    
    Position with EPE HoldingsDan L. Duncan (1)
    
    75
    
    Director and ChairmanDr. Ralph S. Cunningham (1)
    
    67
    
    Director, President and Chief Executive OfficerW. Randall Fowler (1)
    
    51
    
    Director, Executive Vice President and Chief Financial OfficerRichard H. Bachmann (1)
    
    55
    
    Director, Executive Vice President, Chief Legal Officer and SecretaryRanda Duncan Williams
    
    46
    
    DirectorO. S. Andras
    
    72
    
    DirectorCharles E. McMahen (2,3)
    
    68
    
    DirectorEdwin E. Smith (2)
    
    76
    
    DirectorThurmon Andress(2)
    
    74
    
    DirectorWilliam Ordemann (1)
    
    48
    
    Executive Vice President, Chief Operating OfficerMichael J. Knesek (1)
    
    53
    
    Senior Vice President, Controller and Principal Accounting Officer
 
 (1)
    
    Executive officer(2)
    
    Member of ACG Committee(3)
    
    Chairman of ACG Committee  Dan L. Duncan .
 Dr. Ralph S. Cunningham
  198




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##### Table of Contents



W. Randall Fowler
  Richard H. Bachmann
  Randa Duncan Williams.
 O. S. Andras.
 Charles E. McMahen.
 Edwin E. Smith.
 Thurmon Andress.
 199




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##### Table of Contents



William Ordemann
 Michael J. Knesek .
 Section 16(a) Beneficial Ownership Reporting Compliance
   
 Item 11. Executive Compensation .
 Executive Officer Compensation
  Summary Compensation Table
  200




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##### Table of Contents



Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unit
    
    Option
    
    All OtherPrincipal
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($) (3)
    
    ($) (4)
    
    ($) (5)
    
    ($) (6)
    
    ($)Dr. Ralph S. Cunningham (CEO) (1)
    
    
    2007
    
    
    $
    398,813
    
    
    $
    242,250
    
    
    $
    327,799
    
    
    $
    33,345
    
    
    $
    53,626
    
    
    $
    1,055,8332006
    
    
    
    478,667
    
    
    
    250,000
    
    
    
    52,815
    
    
    
    13,707
    
    
    
    33,208
    
    
    
    828,397Michael A. Creel (former CEO) (2)
    
    
    2007
    
    
    
    399,893
    
    
    
    403,830
    
    
    
    572,203
    
    
    
    49,127
    
    
    
    119,387
    
    
    
    1,544,4402006
    
    
    
    336,600
    
    
    
    137,500
    
    
    
    333,984
    
    
    
    25,975
    
    
    
    78,521
    
    
    
    912,580W. Randall Fowler (CFO)
    
    
    2007
    
    
    
    258,495
    
    
    
    157,320
    
    
    
    361,375
    
    
    
    30,359
    
    
    
    64,791
    
    
    
    872,3402006
    
    
    
    237,463
    
    
    
    77,000
    
    
    
    191,262
    
    
    
    15,666
    
    
    
    44,188
    
    
    
    565,579Robert G. Phillips (7)
    
    
    2007
    
    
    
    372,300
    
    
    
    
    
    
    
    202,755
    
    
    
    166,498
    
    
    
    8,950,109
    
    
    
    9,691,6622006
    
    
    
    722,500
    
    
    
    300,000
    
    
    
    660,270
    
    
    
    357,209
    
    
    
    150,984
    
    
    
    2,190,963Jerry E. Thompson
    
    
    2007
    
    
    
    463,500
    
    
    
    281,000
    
    
    
    803,761
    
    
    
    29,317
    
    
    
    151,975
    
    
    
    1,729,5532006
    
    
    
    325,673
    
    
    
    770,000
    
    
    
    721,000
    
    
    
    
    
    
    
    58,007
    
    
    
    1,874,680James H. Lytal
    
    
    2007
    
    
    
    386,250
    
    
    
    210,000
    
    
    
    730,634
    
    
    
    77,980
    
    
    
    149,384
    
    
    
    1,554,2482006
    
    
    
    367,500
    
    
    
    187,500
    
    
    
    455,462
    
    
    
    47,227
    
    
    
    101,639
    
    
    
    1,159,328A. J. Teague
    
    
    2007
    
    
    
    445,660
    
    
    
    300,000
    
    
    
    587,905
    
    
    
    77,980
    
    
    
    110,336
    
    
    
    1,521,8812006
    
    
    
    428,480
    
    
    
    250,000
    
    
    
    299,984
    
    
    
    47,227
    
    
    
    69,563
    
    
    
    1,095,254
 
 (1)
    
    Dr. Cunningham was appointed our Chief Executive Officer effective August 1, 2007.(2)
    
    Mr. Creel served as our Chief Executive Officer until July 31, 2007. Amounts presented for the years ended December 31, 2007 and 2006 reflect his total
compensation allocated to us with respect to these periods.(3)
    
    Amounts represent discretionary annual cash awards accrued for the years ended December 31, 2007 and 2006. Cash awards are paid in February of the
following year (e.g. 2007 cash awards are paid in February 2008).(4)
    
    With respect to our Named Executive Officers other than Mr. Thompson, these amounts represent expense recognized in accordance with SFAS 123(R) for the
years ended December 31, 2007 and 2006 in connection with
restricted unit awards issued under the EPCO 1998 Plan and Employee
Partnership profits interests awards. The amounts
presented for Mr. Thompson pertain to expense recognized by
TEPPCO  under SFAS 123(R) in connection with restricted units and
phantom units issued under the TEPPCO
incentive plans.(5)
    
    Amounts represent expense recognized in accordance with SFAS
123(R) for the years ended December 31, 2007 and 2006 with
respect to unit options and Mr. Thompsons unit appreciation
rights (UARs).(6)
    
    Amounts primarily represent (i) matching contributions under funded, qualified, defined contribution retirement plans, (ii) quarterly distributions
paid on incentive plan awards and (iii) the imputed value of life insurance premiums paid on behalf of the officer.(7)
    
    Mr. Phillips served as the Chief Executive Officer of
Enterprise Products Partners until his resignation effective June 30, 2007. The amount presented as All Other Compensation for
2007 includes a separation payment of $8,822,400. 201




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##### Table of Contents



Compensation Discussion and Analysis
    §
    
    Annual base salary;§
    
    Discretionary annual cash awards;§
    
    Awards under long-term incentive arrangements; and§
    
    Other compensation, including very limited perquisites.
    202




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##### Table of Contents



Compensation Committee Report
   Submitted by:
  
  Dan L. Duncan
               Dr. Ralph S. Cunningham
               Richard H. Bachmann
               W. Randall Fowler
               Randa Duncan Williams
               O.S. Andras
               Charles E. McMahen
               Edwin E. Smith
               Thurmon Andress
  Grants of Plan-Based Awards in Fiscal Year 2007
  203




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##### Table of Contents



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:(2)Dr. Ralph S. Cunningham
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    $
    434,812Michael A. Creel
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    
    481,926W. Randall Fowler
    
    
    5/29/07
    
    
    
    
    
    
    
    17,000
    
    
    
    
    
    
    
    
    
    
    
    235,686James H. Lytal
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    
    820,440A.J. Teague
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    
    820,440Richard H. Bachmann
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    
    341,697Unit option awards:(3)Dr. Ralph S. Cunningham
    
    
    5/29/07
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    85,224Michael A. Creel
    
    
    5/29/07
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    94,454W. Randall Fowler
    
    
    5/29/07
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    54,005James H. Lytal
    
    
    5/29/07
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    160,800A.J. Teague
    
    
    5/29/07
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    160,800Richard H. Bachmann
    
    
    5/29/07
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    $
    30.96
    
    
    
    66,973EPE Unit III profits interest award:(4)Dr. Ralph S. Cunningham
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    931,504Michael A. Creel
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,032,387W. Randall Fowler
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    787,033James H. Lytal
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,464,621A.J. Teague
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,464,621Richard H. Bachmann
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    732,021TEPPCO
2006 LTIP:(5)Jerry E. Thompson:Restricted unit awards
    
    
    5/22/07
    
    
    
    
    
    
    
    19,000
    
    
    
    
    
    
    
    
    
    
    
    715,170Unit option awards
    
    
    5/22/07
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    $
    45.35
    
    
    
    130,500UARs
    
    
    5/22/07
    
    
    
    
    
    
    
    66,152
    
    
    
    
    
    
    $
    45.35
    
    
    
    
 
 (1)
    
    Amounts presented reflect that portion of grant date fair value allocable to us based on the percentage of time each Named
Executive Officer spent on our consolidated business activities during 2007. 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.(2)
    
    For the period in which the restricted unit awards were
outstanding during 2007, we recognized a total of $0.5 million
of consolidated compensation expense related to these awards. The remaining portion of grant date fair value will be recognized as
expense in future periods.(3)
    
    For the period in which the unit option awards were outstanding during 2007, we recognized a total of
$72 thousand of consolidated compensation expense related to these awards. The remaining portion of grant date fair value will be
recognized as expense in future periods.(4)
    
    For the period in which the profits interest awards were outstanding during 2007, we
recognized a total of $1.0 million of consolidated compensation expense related to these awards. The remaining portion of grant date
fair value will be recognized as expense in future periods.(5)
    
    For the period in which Mr. Thompsons awards were outstanding during 2007, we
recognized a total of $0.2 million of consolidated compensation expense related to such awards.
The remaining portion of grant date fair value of Mr. Thompsons restricted unit and unit
option awards issued under the TEPPCO 2006 LTIP will be recognized as expense in future periods.  Based on current information, we expect to recognize consolidated compensation expense of $42 thousand in future periods related to Mr. Thompsons UARs. 204




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##### Table of Contents



Summary of Long-Term Incentive Arrangements Underlying 2007 Award Grants
  Grants
under the EPCO 1998 Plan
     205




---



##### Table of Contents



Employee Partnership awards
  EstimatedPercentage
    
    LiquidationOwnership
    
    Value To Beof Class B
    
    ReceivedPlan Name
    
    Interests (1)
    
    by Officer (2)EPE Unit I:(3)Michael A. Creel
    
    
    7.92
    %
    
    $
    1,100,679W. Randall Fowler
    
    
    5.32
    %
    
    
    739,257James H. Lytal
    
    
    5.32
    %
    
    
    739,257A.J. Teague
    
    
    5.32
    %
    
    
    739,257Richard H. Bachmann
    
    
    7.92
    %
    
    
    1,100,679EPE Unit II:(4)Dr. Ralph S. Cunningham
    
    
    100.0
    %
    
    $
    0EPE Unit III:(5)Michael A. Creel
    
    
    7.63
    %
    
    $
    0Dr. Ralph S. Cunningham
    
    
    7.63
    %
    
    $
    0W. Randall Fowler
    
    
    7.63
    %
    
    $
    0James H. Lytal
    
    
    6.36
    %
    
    $
    0A.J. Teague
    
    
    6.36
    %
    
    $
    0Richard H. Bachmann
    
    
    7.63
    %
    
    $
    0
 
 (1)
    
    Reflects Named Executive Officer share of profits interest
at December 31, 2007.(2)
    
    Values based on December 31, 2007
closing price of the Parent Companys Units of $37.02 per
unit and taking into account the terms of liquidation outlined
in each Employee Partnership agreement.(3)
    
    At December 31,
2007, the total profits interests of EPE Unit I would have been
worth $13.9 million, of which each Named Executive Officer
would have received his proportionate share.(4)
    
    The EPE Unit
II Class B partnership interest had no liquidation value at
December 31, 2007 due to a decrease in the market value of
the Parent Companys Units since the formation of EPE Unit
II.(5)
    
    The EPE Unit III Class B partnership interests had no
liquidation value at December 31, 2007 due to a decrease in the
market value of the Parent Companys Units since the
formation of EPE Unit III. 206




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##### Table of Contents



TEPPCO 2006 LTIP
      EPCO
2005 Plan
  207




---



##### Table of Contents



Equity Awards Outstanding at December 31, 2007
  Option Awards
    
    Unit AwardsNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketUnits
    
    
    
    
    
    
    
    
    
    Number
    
    ValueUnderlying
    
    Option
    
    
    
    
    
    of Units
    
    of UnitsOptions
    
    Exercise
    
    Option
    
    That Have
    
    That HaveVesting
    
    Unexercisable
    
    Price
    
    Expiration
    
    Not Vested
    
    Not VestedName
    
    Date
    
    (#)
    
    ($/Unit)
    
    Date
    
    (#)
    
    ($)Restricted
unit awards:Michael A. Creel
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,053
    
    
    $
    3,285,330Dr. Ralph S. Cunningham
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,500
    
    
    
    1,227,380W. Randall Fowler
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,777
    
    
    
    1,873,811James H. Lytal
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,032
    
    
    
    2,742,700A.J. Teague
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,500
    
    
    
    1,928,740Richard H. Bachmann
    
    Various (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,053
    
    
    
    3,285,330Unit option awards:Michael A. Creel:May 10, 2004 option grant
    
    
    5/10/08
    
    
    
    35,000
    
    
    $
    20.00
    
    
    
    5/10/14
    
    
    
    
    
    
    
    August 4, 2005 option grant
    
    
    8/04/09
    
    
    
    35,000
    
    
    
    26.47
    
    
    
    8/04/15
    
    
    
    
    
    
    
    May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    60,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    Dr. Ralph S. Cunningham:May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    60,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    W. Randall Fowler:May 10, 2004 option grant
    
    
    5/10/08
    
    
    
    10,000
    
    
    
    20.00
    
    
    
    5/10/14
    
    
    
    
    
    
    
    August 4, 2005 option grant
    
    
    8/04/09
    
    
    
    25,000
    
    
    
    26.47
    
    
    
    8/04/15
    
    
    
    
    
    
    
    May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    45,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    James H. Lytal:September 30, 2004 option grant
    
    
    9/30/08
    
    
    
    35,000
    
    
    
    23.18
    
    
    
    9/30/14
    
    
    
    
    
    
    
    August 4, 2005 option grant
    
    
    8/04/09
    
    
    
    35,000
    
    
    
    26.47
    
    
    
    8/04/15
    
    
    
    
    
    
    
    May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    60,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    A.J. Teague:May 10, 2004 option grant
    
    
    5/10/08
    
    
    
    35,000
    
    
    
    20.00
    
    
    
    5/10/14
    
    
    
    
    
    
    
    August 4, 2005 option grant
    
    
    8/04/09
    
    
    
    35,000
    
    
    
    26.47
    
    
    
    8/04/15
    
    
    
    
    
    
    
    May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    60,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    Richard H. Bachmann:May 10, 2004 option grant
    
    
    5/10/08
    
    
    
    35,000
    
    
    
    20.00
    
    
    
    5/10/14
    
    
    
    
    
    
    
    August 4, 2005 option grant
    
    
    8/04/09
    
    
    
    35,000
    
    
    
    26.47
    
    
    
    8/04/15
    
    
    
    
    
    
    
    May 1, 2006 option grant
    
    
    5/01/10
    
    
    
    40,000
    
    
    
    24.85
    
    
    
    5/01/16
    
    
    
    
    
    
    
    May 29, 2007 option grant
    
    
    5/29/11
    
    
    
    60,000
    
    
    
    30.96
    
    
    
    5/29/17
    
    
    
    
    
    
    
    
 
 (1)
    
    Of the 449,915 restricted units presented in the table,
182,415 vest in 2008, 46,000 vest in 2009,  72,000 vest in
2010, and  149,500 vest in 2011. 208




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Option Awards
    
    Unit AwardsNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketUnits
    
    
    
    
    
    
    
    
    
    Number
    
    ValueUnderlying
    
    Option
    
    
    
    
    
    of Units
    
    of UnitsOptions
    
    Exercise
    
    Option
    
    That Have
    
    That HaveVesting
    
    Unexercisable
    
    Price
    
    Expiration
    
    Not Vested
    
    Not VestedName
    
    Date
    
    (#)
    
    ($/Unit)
    
    Date
    
    (#)
    
    ($)EPE Unit I profits interest awards:Michael A. Creel
    
    
    8/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,100,679W. Randall Fowler
    
    
    8/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739,257James H. Lytal
    
    
    8/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739,257A.J. Teague
    
    
    8/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739,257Richard H. Bachmann
    
    
    8/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,100,679
  Option Awards
    
    Unit AwardsNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketUnits
    
    
    
    
    
    
    
    
    
    Number
    
    ValueUnderlying
    
    Option
    
    
    
    
    
    of Units
    
    of UnitsOptions
    
    Exercise
    
    Option
    
    That Have
    
    That HaveUnexercisable
    
    Price
    
    Expiration
    
    Not Vested
    
    Not VestedName
    
    (#)
    
    ($/Unit)
    
    Date
    
    (#)
    
    ($)Jerry E. Thompson:Phantom unit awards (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,000
    
    
    $
    996,580Restricted unit awards (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,000
    
    
    
    728,270Unit option
awards (2)
    
    
    45,000
    
    
    $
    45.35
    
    
    
    5/21/2017
    
    
    
    
    
    
    
    UAR awards (3)
    
    
    66,152
    
    
    $
    45.35
    
    
    
    5/22/2012
    
    
    
    
    
    
    
    
 
 (1)
    
    13,000 phantom units will vest in 2008 and the remaining 13,000 will vest in 2009.(2)
    
    These awards were granted under the TEPPCO 2006 LTIP and vest in 2011.(3)
    
    These awards were granted under the TEPPCO 2006 LTIP and vest in 2012. 209




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##### Table of Contents



Option Exercises and Stock Vested Table
  Unit AwardsNumber ofCommon Units
    
    ValueAcquired
    
    RealizedOn Vesting
    
    On VestingName
    
    (#)
    
    ($) (1)Jerry E. Thompson (1)
    
    
    
    
    
    $
    577,070
 
 (1)
    
    Represents an April 2007 cash payout from the TEPPCO
1999 Plan in connection with the vesting of 13,000
phantom units. Nonqualified Deferred Compensation for the 2007 Fiscal Year
  Potential Payments Upon Termination or Change-in-Control
    210




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##### Table of Contents



Director Compensation
  Fees Earned
    
    
    
    
    
    Unitor Paid
    
    Unit
    
    Appreciationin Cash
    
    Awards
    
    Rights
    
    TotalName
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($)Charles E. McMahen
    
    $
    86,875
    
    
    
    
    
    
    $
    32,948
    (2)
    
    $
    119,823Edwin E. Smith
    
    
    75,000
    
    
    
    
    
    
    
    32,948
    (3)
    
    
    107,948Thurmon Andress
    
    
    75,000
    
    
    
    
    
    
    
    34,530
    (4)
    
    
    109,530W. Matt
Ralls (5)
    
    
    18,500
    
    
    
    
    
    
    
    
    
    
    
    18,500
 
 (1)
    
    Amounts presented reflect compensation expense recognized by EPE Holdings with respect to the
UARs granted to these individuals in 2006.(2)
    
    At December 31, 2007, the fair value of the 30,000 UARs granted to Mr. McMahen was $96 thousand.(3)
    
    At December 31, 2007, the fair value of the 30,000 UARs granted to Mr. Smith was $96 thousand.(4)
    
    At December 31, 2007, the fair value of the 30,000 UARs granted to Mr. Andress was $102 thousand.(5)
    
    Mr. Ralls resigned from the Board of Directors effective March 16, 2007.   §
    
    Each independent director receives $75,000 in cash annually.§
    
    If the individual serves as Chairman of the ACG Committee of the Board of Directors,
then he receives an additional $15,000 in cash annually.
  211




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##### Table of Contents



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
    
    
    91,295,432
    (1)
    
    
    74.1
    %1100 Louisiana Street, 10th FloorHouston, Texas 77002Units
    
    Deutsche Bank
AGTheodor-Heuss-Allee 70
60468 Frankfurtam Main
Federal Republic of Germany
    
    
    6,493,042
    (2)
    
    
    5.3
    %
 
 (1)
    
    For a detailed listing of ownership amounts that comprise Mr. Duncans total
beneficial ownership of the Parent Companys Units, see the table presented in the
following section, Security Ownership of Management, within this Item 12 .(2)
    
    Based on the Schedule 13D filed by Deutsche Bank AG (Deutsche Bank) with the SEC on
February 5, 2008, Deutsche Bank is the beneficial owner of the Units shown, as a result of
being the parent holding company for Deutsche Bank AG, London Branch. Deutsche Bank and
Deutsche Bank AG, London Branch have shared voting power with respect to all of these Units. Security Ownership of Management
  §
    
    our Named Executive Officers;§
    
    the current directors of EPE Holdings; and§
    
    the current directors and executive officers of EPE Holdings as a group.
   th
  212




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##### Table of Contents



Parent Company and Enterprise Products Partners
 Amount andNature OfTitle
    
    
    
    Beneficial
    
    Percent ofof Class
    
    Name of Beneficial Owner
    
    Ownership
    
    ClassParent Company:Units
    
    Dan L. Duncan:Units owned by EPCO:Through DFI GP Holdings L.P.
    
    
    11,819,722
    
    
    
    9.6
    %Through Duncan Family Interests, Inc.
    
    
    69,203,487
    
    
    
    56.2
    %Units owned by DD Securities LLC
    
    
    3,745,673
    
    
    
    3.0
    %Units owned by Employee Partnerships (1)
    
    
    6,283,479
    
    
    
    5.1
    %Units owned by family trusts (2)
    
    
    243,071
    
    
    
    *Total for Dan L. Duncan
    
    
    91,295,432
    
    
    
    74.1
    %Dr. Ralph S. Cunningham (3)
    
    
    4,000
    
    
    
    *Michael A. Creel (3)
    
    
    35,000
    
    
    
    *W. Randall Fowler (3)
    
    
    3,000
    
    
    
    *Richard H. Bachmann (3)
    
    
    17,469
    
    
    
    *O. S. Andras
    
    
    178,571
    
    
    
    *Charles E. McMahen
    
    
    10,167
    
    
    
    *Edwin E. Smith
    
    
    20,800
    
    
    
    *Thurmon Andress
    
    
    9,200
    
    
    
    *James H. Lytal (3)
    
    
    5,000
    
    
    
    *A.J. Teague (3)
    
    
    17,000
    
    
    
    *All current directors and executive officers of
EPE Holdings, as a group (11 individuals in total)
    
    
    91,573,639
    
    
    
    74.3
    %Class C Units
    
    Dan L. Duncan:Through Duncan Family Interests, Inc.
    
    
    2,656,918
    
    
    
    16.6
    %Through DFI GP Holdings L.P.
    
    
    13,343,082
    
    
    
    83.4
    %Total for Dan L. Duncan
    
    
    16,000,000
    
    
    
    100.0
    %Enterprise Products Partners:Common
    
    Dan L. Duncan:Units
    
    Units owned by EPCO:Through DFI Delaware Holdings L.P.
    
    
    120,086,279
    
    
    
    27.6
    %Units owned by DD Securities LLC
    
    
    487,100
    
    
    
    *Units owned by Parent Company
    
    
    13,454,498
    
    
    
    3.1
    %Units owned by family trusts (2)
    
    
    13,008,241
    
    
    
    3.0
    %Units owned personally
    
    
    949,927
    
    
    
    *Total for Dan L. Duncan
    
    
    147,986,045
    
    
    
    34.0
    %Dr. Ralph S. Cunningham (3)
    
    
    45,106
    
    
    
    *Michael A. Creel (3)
    
    
    141,328
    
    
    
    *W. Randall Fowler (3)
    
    
    77,061
    
    
    
    *Richard H. Bachmann
    
    
    146,014
    
    
    
    *O. S. Andras
    
    
    2,050,000
    
    
    
    0.5
    %Edwin E. Smith
    
    
    103,629
    
    
    
    *Thurmon Andress
    
    
    400
    
    
    
    *James H. Lytal (3)
    
    
    103,325
    
    
    
    *A.J. Teague (3)
    
    
    193,941
    
    
    
    *All current directors and executive
officers of EPE Holdings, as a group (11
individuals in total)
    
    
    150,586,353
    
    
    
    34.6
    %* Represents a beneficial ownership of less than 1% of class
 
 (1)
    
    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.(2)
    
    Mr. Duncan is deemed beneficial owner of the Units held by certain family trusts, the beneficiaries of which are
shareholders of EPCO.(3)
    
    These individuals are Named Executive Officers. 213




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##### Table of Contents



Duncan
Energy Partners and TEPPCO
 Amount andNature OfTitle
    
    
    
    Beneficial
    
    Percent ofof Class
    
    Name of Beneficial Owner
    
    Ownership
    
    ClassDuncan Energy Partners:Common
    
    Dan L. Duncan:Units
    
    Through EPO (1)
    
    
    5,351,571
    
    
    
    26.4
    %Units owned by family trusts (2)
    
    
    103,100
    
    
    
    *Total for Dan L. Duncan
    
    
    5,454,671
    
    
    
    26.9
    %Dr. Ralph S. Cunningham (3)
    
    
    3,000
    
    
    
    *Michael A. Creel (3)
    
    
    7,500
    
    
    
    *W. Randall Fowler (3)
    
    
    2,000
    
    
    
    *Richard H. Bachmann
    
    
    10,172
    
    
    
    *Charles E. McMahen
    
    
    20,000
    
    
    
    *Edwin E. Smith
    
    
    19,000
    
    
    
    *Thurmon Andress
    
    
    3,200
    
    
    
    *All current directors and executive officers of EPE
Holdings, as a group (11 individuals in total)
    
    
    5,520,143
    
    
    
    27.2
    %TEPPCO:Common
    
    Dan L. Duncan:Units
    
    Units owned by EPCO:Through Duncan Family Interests, Inc.
    
    
    8,986,711
    
    
    
    9.5
    %Through DFI GP Holdings L.P.
    
    
    2,500,000
    
    
    
    2.6
    %Units owned by DD Securities LLC
    
    
    704,564
    
    
    
    *Units owned by Parent Company
    
    
    4,400,000
    
    
    
    4.6
    %Units owned by family trusts (2)
    
    
    53,275
    
    
    
    *Units owned personally
    
    
    47,000
    
    
    
    *Total for Dan L. Duncan
    
    
    16,691,550
    
    
    
    17.6
    %Edwin E. Smith
    
    
    5,000
    
    
    
    *James H. Lytal (3)
    
    
    2,700
    
    
    
    *Jerry E. Thompson (3)
    
    
    35,491
    
    
    
    *All current directors and executive officers of EPE
Holdings, as a group (11 individuals in total)
    
    
    16,734,741
    
    
    
    17.6
    %* Represents a beneficial ownership of less than 1% of class
 
 (1)
    
    Represents the final amount of common units issued to EPO in connection with its contribution of equity interests to
Duncan Energy Partners in February 2007.(2)
    
    Mr. Duncan is deemed beneficial owner of the Units held by certain family trusts, the beneficiaries of which are
shareholders of EPCO.(3)
    
    These individuals are Named Executive Officers. 214




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##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans
   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
    
    
    
    
    
    
    
    
    
    
    160,000Equity compensation plans not approved by unitholders:None.
    
    
    
    
    
    
    
    
    
    
    Total for equity compensation plans
    
    
    
    
    
    
    
    
    
    
    160,000
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence .
 Certain Relationships and Related Transactions
  Relationship with EPCO and affiliates
  §
    
    EPCO and its consolidated private company subsidiaries;
 215




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##### Table of Contents



§
    
    EPE Holdings, our general partner; and§
    
    the Employee Partnerships.
      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
 216




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##### Table of Contents



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.
     §
    
    If a business opportunity to acquire equity securities(as defined) is presented to
the EPCO Group; Enterprise Products Partners and EPGP; Duncan Energy Partners and DEP GP;
or the Parent Company and EPE Holdings, then the Parent Company 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 IDRs 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§
    
    IDRs and limited partner interests (or securities which have characteristics
similar to IDRs 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.
 217




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##### Table of Contents



The Parent Company will be presumed to desire to acquire the equity securities until such
time as EPE Holdings advises the EPCO Group, EPGP and DEP GP that the Parent Company has
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 Audit, Conflicts and Governance
(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 the Parent Company abandons the acquisition and so notifies the EPCO
Group, EPGP and DEP GP, 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 EPGP advises the EPCO Group
and DEP GP 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 the Parent
Company, as described above but utilizing EPGP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 GP, the EPCO Group may pursue the
acquisition or offer the opportunity to 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, EPGP, EPE Holdings or the
Parent Company, then 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 EPGP advises the EPCO Group,
EPE Holdings and DEP GP 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 EPGP after consultation with and
subject to the approval of the ACG Committee of EPGP. If the purchase price or cost is
reasonably likely to be less than such threshold amount, the chief executive officer of
EPGP may make the determination to decline the business opportunity without consulting
EPGP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 GP, the Parent Company 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 the Parent Company abandons the acquisition and so notifies the EPCO
Group, the EPCO Group may either pursue the business opportunity or offer the business
opportunity to a private company affiliate of EPCO or TEPPCO and TEPPCO GP without any
further obligation to any other party or offer such opportunity to other affiliates.
 218




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##### Table of Contents



Employee Partnerships .
 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
totaled $268.0 million for the year ended December 31, 2007. In addition, we furnished
$1.1 million in letters of credit on behalf of Evangeline at December 31, 2007.§
    
    We pay Promix for the transportation, storage and fractionation of NGLs. In addition,
we sell natural gas to Promix for its plant fuel requirements. For the year ended
December 31, 2007, we recorded revenues of $17.3 million from Promix and paid Promix $30.4
million for its services to us.§
    
    We perform management services for certain of our unconsolidated affiliates. We
charged such affiliates $11.0 million for such services during the year ended December 31,
2007.§
    
    For the year ended December 31, 2007, TEPPCO paid $3.8 million to Centennial in
connection with a pipeline capacity lease. In addition, TEPPCO paid $5.3 million to
Centennial in 2007 for other pipeline transportation services.§
    
    For the year ended December 31, 2007, TEPPCO paid Seaway $4.7 million for
transportation and tank rentals in connection with its crude oil marketing activities.
 219




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##### Table of Contents



Relationship with Duncan Energy Partners
     Review and Approval of Transactions with Related Parties
   §
    
    the relative interests of any party to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interest;
 220




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##### Table of Contents



§
    
    the totality of the relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to the Partnership);§
    
    any customary or accepted industry practices and any customary or historical dealings
with a particular person;§
    
    any applicable generally accepted accounting or engineering practices or principles;§
    
    the relative cost of capital of the parties and the consequent rates of return to the
equity holders of the parties; and§
    
    such additional factors as the committee determines in its sole discretion to be
relevant, reasonable or appropriate under the circumstances.
    §
    
    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.
  221




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##### Table of Contents



Director Independence
  
 Item 14. Principal Accountant Fees and Services .
  For Year Ended December 31,2007
    
    2006Enterprise GP Holdings L.P.Audit Fees (1)
    
    $
    806
    
    
    $
    249Audit-Related Fees (2)
    
    
    16
    
    
    
    n/aTax Fees (3)
    
    
    59
    
    
    
    78All 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 and partnership tax planning.(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. 222




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##### Table of Contents



223




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules .
 (a)(1) Financial Statements
  (a)(2) Financial Statement Schedules
  a)(3) Exhibits
 ExhibitNumber
    
    Exhibit*2.1
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and
among Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P.,
Ray C. Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon
Kile, MHT Properties, Ltd., P. Brian Smith Holdings, LP., and LE
GP, LLC (incorporated by reference to Exhibit 10.1 to Enterprise
GP Holdings Form 8-K filed on May 10, 2007).2.2
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and
among Enterprise GP Holdings L.P., DFI GP Holdings L.P. and
Duncan Family Interests, Inc. (incorporated by reference to
Exhibit 10.4 to Enterprise GP Holdings Form 8-K filed on May 10,
2007).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
    
    Amendment No. 1 to First Amended and Restated Agreement of
Limited Partnership of Enterprise GP Holdings L.P., dated as of
May 7, 2007 (incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed on May 10, 2007).3.3
    
    First Amendment to First Amended and Restated Partnership
Agreement of Enterprise GP Holdings L.P. dated as of December 27,
2007 (incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 8-K/A filed on January 3, 2008).3.4
    
    Second Amendment to First Amended and Restated Partnership
Agreement of Enterprise GP Holdings L.P. dated as of December 27,
2007 (incorporated by reference to Exhibit 3.1 to Form 8-K/A
filed on January 3, 2008).3.5
    
    Third Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of November 7, 2007 (incorporated by
reference to Exhibit 3.3 to Form 10-Q filed on November 9, 2007).3.6
    
    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).3.7
    
    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).3.8
    
    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).3.9
    
    First Amendment to Fifth Amended and Restated Partnership
Agreement of Enterprise Products Partners L.P. dated as of
December 27, 2007 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed January 3, 2008).
 224




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##### Table of Contents



ExhibitNumber
    
    Exhibit*3.10
    
    Fifth Amended and Restated Limited Liability Company Agreement of
Enterprise Products GP, LLC, dated as of November 7, 2007
(incorporated by reference to Exhibit 3.2 to Enterprise Products
Partners Form 10-Q filed November 9, 2007).3.11
    
    Amended and Restated Limited Liability Company Agreement of Texas
Eastern Products Pipeline Company, LLC dated May 7, 2007
(incorporated by reference to Exhibit 3 to the Current Report on
Form 8-K of TEPPCO Partners, L.P. (commission File No. 1-10403)
filed on May 10, 2007).3.12
    
    Fourth Amended and Restated Agreement of Limited Partnership of
TEPPCO Partners, L.P., dated December 8, 2006 (Filed as Exhibit 3
to the Current Report on Form 8-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) filed on December 13, 2006).3.13
    
    First Amendment to Fourth Amended and Restated Partnership
Agreement of TEPPCO Partners, L.P. dated as of December 27, 2007
(incorporated by reference to Exhibit 3.1 to TEPPCO Partners
Form 8-K filed December 28, 2007).4.1
    
    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).4.2
    
    Registration Rights Agreement dated as of July 17, 2007 by and
among Enterprise GP Holdings L.P. and the Purchasers named
therein (incorporated by reference to Exhibit 10.2 to Enterprise
GP Holdings Form 8-K filed on July 12, 2007).4.3
    
    Second Amended and Restated Credit Agreement, dated as of May 1,
2007, by and among Enterprise GP Holdings L.P., as Borrower, the
Lenders named therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper Inc., as
Syndication Agent, Citibank, N.A., as Issuing Bank, and The Bank
of Nova Scotia, Sun Trust Bank and Mizuho Corporate Bank, Ltd.,
as Co-Documentation Agent (incorporated by reference to Exhibit
10.5 to Enterprise GP Holdings Form 8-K filed May 10, 2007).4.4
    
    Third Amended and Restated Credit Agreement dated as of
August 24, 2007, among Enterprise GP Holdings L.P., the Lenders
party thereto, Citicorp North American, Inc., as Administrative
Agent, and Citibank, N.A., as Issuing Bank. (incorporated by
reference to Exhibit 4.1 to Form 8-K filed on August 30, 2007).4.5
    
    First Amendment to Third Amended and Restated Credit Agreement
dated as of November 8, 2007, among Enterprise GP Holdings L.P.,
the Term Loan B Lenders party thereto, Citicorp North American,
Inc., as Administrative Agent, and Citigroup Global Markets, Inc.
and Lehman Brothers Inc. as Co-Arrangers and Joint Bookrunners
(incorporated by reference to Exhibit 10.1 to Form 8-K filed on
November 14, 2007).4.6
    
    Unit Purchase Agreement dated as of July 13, 2007 by and among
Enterprise GP Holdings L.P., EPE Holdings, LLC and the Purchasers
named therein (incorporated by reference to Exhibit 10.1 to
Form 8-K filed on July 18, 2007).4.7
    
    Registration Rights Agreement dated as of July 17, 2007 by and
among Enterprise GP Holdings L.P. and the Purchasers named
therein (incorporated by reference to Exhibit 10.2 to Form 8-K
filed on July 18, 2007).4.8
    
    Unitholder Rights and Restrictions Agreement, dated as of May 7,
2007, by and among Energy Transfer Equity, L.P., Enterprise GP
Holdings L.P., Natural Gas Partners VI, L.P. and Ray C. Davis
(incorporated by reference to Exhibit 10.3 to Enterprise GP
Holdings Form 8-K filed May 10, 2007).10.1***
    
    EPE Unit L.P. Agreement of Limited Partnership (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed
on September 1, 2005).10.2***
    
    First Amendment to EPE Unit L.P. Agreement of limited partnership
dated August 7, 2007 (incorporated by reference to Exhibit 10.3
to Form 10-Q filed by Duncan Energy Partners L.P. on August 8,
2007).10.3***
    
    EPE Unit II, L.P. Agreement of Limited Partnership (incorporated
by reference to Exhibit 10.13 to Form 10-K filed by Enterprise
Products Partners L.P. on February 28, 2007).10.4***
    
    First Amendment to EPE Unit II, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference to
Exhibit 10.4 to Form 10-Q filed by Duncan Energy Partners L.P. on
August 8, 2007).10.5***
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated May 7,
2007 (incorporated by reference to Exhibit 10.6 to the Current
Report on Form 8-K filed on May 10, 2007).
 225




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##### Table of Contents



ExhibitNumber
    
    Exhibit*10.6***
    
    First Amendment to EPE Unit III, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference to
Exhibit 10.5 to Form 10-Q filed by Duncan Energy Partners L.P. on
August 8, 2007).10.7***
    
    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).10.8***
    
    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 Form S-1
Registration Statement (Reg. No. 333-124320) filed on August 11,
2005).10.9***
    
    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 Form S-1 Registration
Statement (Reg. No. 333-124320) filed on August 11, 2005).10.10***
    
    Form of Unit Appreciation Right Grant (Enterprise Products GP,
LLC Directors) based upon 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).10.11***
    
    Enterprise Products 2008 Long-Term
Incentive Plan (incorporated by reference to Exhibit A to the
Proxy Statement filed by Enterprise Products Partners on
December 31, 2007).10.12
    
    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 ProductsPipeline 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).10.13
    
    First Amendment 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 by Enterprise
Products Partners L.P. on February 28, 2007).10.14
    
    Second Amendment to Fourth Amended and Restated Administrative
Services Agreement dated August 7, 2007, but effective as of May
7, 2007 (incorporated by reference to Exhibit 10.1 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8, 2007).10.15
    
    Amended and Restated Limited Liability Company Agreement of LE
GP, LLC, dated as of May 7, 2007 (incorporated by reference to
Exhibit 10.2 to Enterprise GP Holdings Form 8-K filed May 10,
2007).12.1#
    
    Computation of ratio of earnings to fixed charges for each of the
five years ended December 31, 2007, 2006, 2005, 2004 and 2003.21.1#
    
    List of subsidiaries as of February 1, 2008.23.1#
    
    Consent of Deloitte & Touche
LLP dated February 28, 2008.31.1#
    
    Sarbanes-Oxley Section 302 certification of Dr. Ralph S.
Cunningham for Enterprise GP Holdings L.P.s annual report on
Form 10-K for the year ended December 31, 2007.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall Fowler for
Enterprise GP Holdings L.P.s annual report on Form 10-K for the
year ended December 31, 2007.32.1#
    
    Section 1350 certification of Dr. Ralph S. Cunningham for
Enterprise GP Holdings L.P.s annual report on Form 10-K for the
year ended December 31, 2007.32.2#
    
    Section 1350 certification of W. Randall Fowler for Enterprise GP
Holdings L.P.s annual report on Form 10-K for the year ended
December 31, 2007.
 
 *
    
    With respect to any exhibits incorporated by reference to any
Exchange Act filings, the Commission file numbers for Enterprise
Products Partners, Duncan Energy Partners and TEPPCO are 1-14323,
1-33266 and 1-10403, respectively.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 226




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##### Table of Contents



SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.
  By:
    
    /s/ Michael J. Knesek

Michael J. Knesek
    
    Senior Vice President, Controller and Principal Accounting Officer of the general partner
  Signature
    
    Title (Position with EPE Holdings, LLC)/s/ Dan L. Duncan

      Dan L. Duncan
    
    Director and Chairman/s/ Dr. Ralph S. Cunningham

      Dr. Ralph S. Cunningham
    
    Director, President and Chief Executive Officer/s/ Richard H. Bachmann

      Richard H. Bachmann
    
    Director, Executive Vice President,
Chief Legal Officer and Secretary/s/ W. Randall Fowler

      W. Randall Fowler
    
    Director, Executive Vice President and Chief Financial Officer/s/ Randa Duncan Williams

      Randa Duncan Williams
    
    Director/s/ O.S. Andras

      O.S. Andras
    
    Director/s/ Charles E. McMahen

      Charles E. McMahen
    
    Director/s/ Edwin E. Smith

      Edwin E. Smith
    
    Director/s/ Thurmon Andress

      Thurmon Andress
    
    Director/s/ Michael J. Knesek

      Michael J. Knesek
    
    Senior Vice President, Controller and Principal Accounting Officer
 227




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Exhibit*2.1
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and
among Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P.,
Ray C. Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon
Kile, MHT Properties, Ltd., P. Brian Smith Holdings, LP., and LE
GP, LLC (incorporated by reference to Exhibit 10.1 to Enterprise
GP Holdings Form 8-K filed on May 10, 2007).2.2
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and
among Enterprise GP Holdings L.P., DFI GP Holdings L.P. and
Duncan Family Interests, Inc. (incorporated by reference to
Exhibit 10.4 to Enterprise GP Holdings Form 8-K filed on May 10,
2007).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
    
    Amendment No. 1 to First Amended and Restated Agreement of
Limited Partnership of Enterprise GP Holdings L.P., dated as of
May 7, 2007 (incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed on May 10, 2007).3.3
    
    First Amendment to First Amended and Restated Partnership
Agreement of Enterprise GP Holdings L.P. dated as of December 27,
2007 (incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 8-K/A filed on January 3, 2008).3.4
    
    Second Amendment to First Amended and Restated Partnership
Agreement of Enterprise GP Holdings L.P. dated as of December 27,
2007 (incorporated by reference to Exhibit 3.1 to Form 8-K/A
filed on January 3, 2008).3.5
    
    Third Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of November 7, 2007 (incorporated by
reference to Exhibit 3.3 to Form 10-Q filed on November 9, 2007).3.6
    
    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).3.7
    
    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).3.8
    
    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).3.9
    
    First Amendment to Fifth Amended and Restated Partnership
Agreement of Enterprise Products Partners L.P. dated as of
December 27, 2007 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed January 3, 2008).3.10
    
    Fifth Amended and Restated Limited Liability Company Agreement of
Enterprise Products GP, LLC, dated as of November 7, 2007
(incorporated by reference to Exhibit 3.2 to Enterprise Products
Partners Form 10-Q filed November 9, 2007).3.11
    
    Amended and Restated Limited Liability Company Agreement of Texas
Eastern Products Pipeline Company, LLC dated May 7, 2007
(incorporated by reference to Exhibit 3 to the Current Report on
Form 8-K of TEPPCO Partners, L.P. (commission File No. 1-10403)
filed on May 10, 2007).3.12
    
    Fourth Amended and Restated Agreement of Limited Partnership of
TEPPCO Partners, L.P., dated December 8, 2006 (Filed as Exhibit 3
to the Current Report on Form 8-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) filed on December 13, 2006).3.13
    
    First Amendment to Fourth Amended and Restated Partnership
Agreement of TEPPCO Partners, L.P. dated as of December 27, 2007
(incorporated by reference to Exhibit 3.1 to TEPPCO Partners
Form 8-K filed December 28, 2007).4.1
    
    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).4.2
    
    Registration Rights Agreement dated as of July 17, 2007 by and
among Enterprise GP Holdings L.P. and the Purchasers named
therein (incorporated by reference to Exhibit 10.2 to Enterprise
GP Holdings Form 8-K filed on July 12, 2007).




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##### Table of Contents



ExhibitNumber
    
    Exhibit*4.3
    
    Second Amended and Restated Credit Agreement, dated as of May 1,
2007, by and among Enterprise GP Holdings L.P., as Borrower, the
Lenders named therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper Inc., as
Syndication Agent, Citibank, N.A., as Issuing Bank, and The Bank
of Nova Scotia, Sun Trust Bank and Mizuho Corporate Bank, Ltd.,
as Co-Documentation Agent (incorporated by reference to Exhibit
10.5 to Enterprise GP Holdings Form 8-K filed May 10, 2007).4.4
    
    Third Amended and Restated Credit Agreement dated as of
August 24, 2007, among Enterprise GP Holdings L.P., the Lenders
party thereto, Citicorp North American, Inc., as Administrative
Agent, and Citibank, N.A., as Issuing Bank. (incorporated by
reference to Exhibit 4.1 to Form 8-K filed on August 30, 2007).4.5
    
    First Amendment to Third Amended and Restated Credit Agreement
dated as of November 8, 2007, among Enterprise GP Holdings L.P.,
the Term Loan B Lenders party thereto, Citicorp North American,
Inc., as Administrative Agent, and Citigroup Global Markets, Inc.
and Lehman Brothers Inc. as Co-Arrangers and Joint Bookrunners
(incorporated by reference to Exhibit 10.1 to Form 8-K filed on
November 14, 2007).4.6
    
    Unit Purchase Agreement dated as of July 13, 2007 by and among
Enterprise GP Holdings L.P., EPE Holdings, LLC and the Purchasers
named therein (incorporated by reference to Exhibit 10.1 to
Form 8-K filed on July 18, 2007).4.7
    
    Registration Rights Agreement dated as of July 17, 2007 by and
among Enterprise GP Holdings L.P. and the Purchasers named
therein (incorporated by reference to Exhibit 10.2 to Form 8-K
filed on July 18, 2007).4.8
    
    Unitholder Rights and Restrictions Agreement, dated as of May 7,
2007, by and among Energy Transfer Equity, L.P., Enterprise GP
Holdings L.P., Natural Gas Partners VI, L.P. and Ray C. Davis
(incorporated by reference to Exhibit 10.3 to Enterprise GP
Holdings Form 8-K filed May 10, 2007).10.1***
    
    EPE Unit L.P. Agreement of Limited Partnership (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed
on September 1, 2005).10.2***
    
    First Amendment to EPE Unit L.P. Agreement of limited partnership
dated August 7, 2007 (incorporated by reference to Exhibit 10.3
to Form 10-Q filed by Duncan Energy Partners L.P. on August 8,
2007).10.3***
    
    EPE Unit II, L.P. Agreement of Limited Partnership (incorporated
by reference to Exhibit 10.13 to Form 10-K filed by Enterprise
Products Partners L.P. on February 28, 2007).10.4***
    
    First Amendment to EPE Unit II, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference to
Exhibit 10.4 to Form 10-Q filed by Duncan Energy Partners L.P. on
August 8, 2007).10.5***
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated May 7,
2007 (incorporated by reference to Exhibit 10.6 to the Current
Report on Form 8-K filed on May 10, 2007).10.6***
    
    First Amendment to EPE Unit III, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference to
Exhibit 10.5 to Form 10-Q filed by Duncan Energy Partners L.P. on
August 8, 2007).10.7***
    
    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).10.8***
    
    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 Form S-1
Registration Statement (Reg. No. 333-124320) filed on August 11,
2005).10.9***
    
    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 Form S-1 Registration
Statement (Reg. No. 333-124320) filed on August 11, 2005).10.10***
    
    Form of Unit Appreciation Right Grant (Enterprise Products GP,
LLC Directors) based upon 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).10.11***
    
    Enterprise Products 2008 Long-Term Incentive
Plan (incorporated by reference to Exhibit A
to the Proxy Statement filed by Enterprise Products
Partners on December 31, 2007).10.12
    
    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




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##### Table of Contents



ExhibitNumber
    
    Exhibit*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).10.13
    
    First Amendment 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 by Enterprise
Products Partners L.P. on February 28, 2007).10.14
    
    Second Amendment to Fourth Amended and Restated Administrative
Services Agreement dated August 7, 2007, but effective as of May
7, 2007 (incorporated by reference to Exhibit 10.1 to Form 10-Q
filed by Duncan Energy Partners L.P. on August 8, 2007).10.15
    
    Amended and Restated Limited Liability Company Agreement of LE
GP, LLC, dated as of May 7, 2007 (incorporated by reference to
Exhibit 10.2 to Enterprise GP Holdings Form 8-K filed May 10,
2007).12.1#
    
    Computation of ratio of earnings to fixed charges for each of the
five years ended December 31, 2007, 2006, 2005, 2004 and 2003.21.1#
    
    List of subsidiaries as of February 1, 2008.23.1#
    
    Consent of Deloitte & Touche LLP dated February 28, 2008.31.1#
    
    Sarbanes-Oxley Section 302 certification of Dr. Ralph S.
Cunningham for Enterprise GP Holdings L.P.s annual report on
Form 10-K for the year ended December 31, 2007.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall Fowler for
Enterprise GP Holdings L.P.s annual report on Form 10-K for the
year ended December 31, 2007.32.1#
    
    Section 1350 certification of Dr. Ralph S. Cunningham for
Enterprise GP Holdings L.P.s annual report on Form 10-K for the
year ended December 31, 2007.32.2#
    
    Section 1350 certification of W. Randall Fowler for Enterprise GP
Holdings L.P.s annual report on Form 10-K for the year ended
December 31, 2007.
 
 *
    
    With respect to any exhibits incorporated by reference to any
Exchange Act filings, the Commission file numbers for Enterprise
Products Partners, Duncan Energy Partners and TEPPCO are 1-14323,
1-33266 and 1-10403, respectively.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report.