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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, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission File Number 1-13603
 TE Products Pipeline Company, Limited Partnership
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    76-0329620(State of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 1100 Louisiana Street, Suite 1600
Houston, Texas 77002
(Address of principal executive offices, including zip code)
 (713) 381-3636
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registered6.45% Senior Notes, due January 15, 2008
    
    New York Stock Exchange7.51% Senior Notes, due January 15, 2028
    
    New York Stock Exchange
 None
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
 The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) to Form 10-K and is therefore filing certain information of this report with
reduced disclosure format.




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##### 



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
TABLE OF CONTENTS
 Significant Relationships Referenced in this Annual Report
    
    
    1Cautionary Note Regarding Forward-Looking Statements
    
    
    1PART IITEMS 1
AND 2.
    
    Business and Properties
    
    
    2ITEM 1A.
    
    Risk Factors
    
    
    17ITEM 1B.
    
    Unresolved Staff Comments
    
    
    24ITEM 3.
    
    Legal Proceedings
    
    
    24ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    27PART IIITEM 5.
    
    Market for Registrants Common Equity and Related Partnership Interest Matters and Issuer Purchases of Equity Securities
    
    
    27ITEM 6.
    
    Selected Financial Data
    
    
    28ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    43ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    44ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    44ITEM 9A.
    
    Controls and Procedures
    
    
    44ITEM 9B.
    
    Other Information
    
    
    45PART IIIITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    45ITEM 11.
    
    Executive Compensation
    
    
    45ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    45ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    46ITEM 14.
    
    Principal Accounting Fees and Services
    
    
    49PART IVITEM 15.
    
    Exhibits, Financial Statement Schedules
    
    
    51Consent of Deloitte & Touche LLPConsent of KPMG LLPCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906Item 13 Disclosure from Parent Partnership Form 10-K




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SIGNIFICANT RELATIONSHIPS REFERENCED IN THIS ANNUAL REPORT
 we us our TE Products
 Parent Partnership
 TEPPCO Interests, TEPPCO Terminals TTMC
 General Partner
 Company
 Enterprise
 Enterprise Products GP
 Enterprise GP Holdings
 EPE Holdings
 EPCO
 DFI
 DEP
  
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 The matters discussed in this Annual Report on Form 10-K (this Report) include
forward-looking statements. All statements that express belief, expectation, estimates or
intentions, as well as those that are not statements of historical facts are forward-looking
statements. The words proposed, anticipate, potential, may, will, could, should,
expect, estimate, believe, intend, plan, seek and similar expressions are intended to
identify forward-looking statements. Without limiting the broader description of forward-looking
statements above, we specifically note that statements included in this document that address
activities, events or developments that we expect or anticipate will or may occur in the future,
including such things as estimated future capital expenditures (including the amount and nature
thereof), business strategy and measures to implement strategy, competitive strengths, goals,
expansion and growth of our business and operations, plans,
 1




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references to
future success, references to intentions as to future matters and other such matters are
forward-looking statements. These statements are based on certain assumptions and analyses made by
us in light of our experience and our perception of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate under the
circumstances. While we believe our expectations reflected in these forward-looking statements are
reasonable, whether actual results and developments will conform with our expectations and
predictions is subject to a number of risks and uncertainties, including general economic, market
or business conditions, the opportunities (or lack thereof) that may be presented to and pursued by
us, competitive actions by other pipeline companies, changes in laws or regulations and other
factors, many of which are beyond our control. For example, the demand for refined products is
dependent upon the price, prevailing economic conditions and demographic changes in the markets
served, trucking and railroad freight, agricultural usage and military usage; the demand for
propane is sensitive to the weather and prevailing economic conditions and the demand for
petrochemicals is dependent upon prices for products produced from petrochemicals. We are also
subject to regulatory factors such as the amounts we are allowed to charge our customers for the
services we provide on our regulated pipeline systems. Consequently, all of the forward-looking
statements made in this document are qualified by these cautionary statements, and we cannot assure
you that actual results or developments that we anticipate will be realized or, even if
substantially realized, will have the expected consequences to or effect on us or our business or
operations. Also note that we provide additional cautionary discussion of risks and uncertainties under the
captions Risk Factors, Managements Discussion and Analysis of Financial Condition and Results
of Operations and elsewhere in this Report.
 The forward-looking statements contained in this Report speak only as of the date hereof.
Except as required by the federal and state securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future
events or any other reason. All forward-looking statements attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary statements contained or
referred to in this Report and in our future periodic reports filed with the Securities and
Exchange Commission (SEC). In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Report may not occur.
 
 PART I
 
 Items 1 and 2. Business and Properties
 General
 petroleum products products
    2




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Business Strategy
  
    
    Focus on internal growth prospects in order to increase the pipeline system and
terminal throughput, expand and upgrade existing assets and services and construct
new pipelines, terminals and facilities;
    
    Target accretive and complementary acquisitions and expansion opportunities that
provide attractive growth potential;
    
    Maintain a balanced mix of assets; and
    
    Operate in a safe, efficient, compliant and environmentally responsible manner.
 3




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
    
    We expect that refined products imports to the U.S. will increase.
    
    We expect to see changes in commercial terminal ownership and operations.
    
    Standards for use of ethanol and other renewable fuels are currently mandated to
double from 2005 to 2012; under federal legislation, renewable fuels will comprise
increasing percentages of U.S. fuel supply, with a fuel standard of 7.5 billion
gallons for such fuels set for 2012.
  2006 Developments
 Growth Projects and Acquisitions
     4




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Dispositions of Assets
   Amendment and Restatement of Our Partnership Agreement
  Properties and Operations
  
    
    TE Products;
    
    TEPPCO Terminals, which owns a refined products terminal and two-bay truck
loading rack both connected to the mainline system, and TG Pipeline, L.P., which
owns a 90-mile pipeline and storage facilities;
    
    TTMC, which provides refined products marketing services and
owns a refined products terminal in Aberdeen, Mississippi;
    
    our 50% equity investment in terminaling and Centennial; and
    
    our 50% equity investment in MB Storage.
    5




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OurOwnershipRefined products and LPGs pipelines and terminals
    
    
    100
    %Mont Belvieu, Texas, to Port Arthur, Texas, petrochemical pipelines
    
    
    100
    %Centennial (1)
    
    
    50
    %MB Storage (2)
    
    
    50
    %
 
 (1)
    
    Accounted for as an equity investment.(2)
    
    Accounted for as an equity investment. We expect to sell our ownership interest in MB
Storage during the first quarter of 2007.  For Year Ended December 31,2006
    
    
    2005
    
    
    2004Refined Products Deliveries: (1)Gasoline
    
    
    94.9
    
    
    
    92.4
    
    
    
    89.3Jet Fuels
    
    
    25.5
    
    
    
    25.4
    
    
    
    25.6Distillates (2)
    
    
    44.9
    
    
    
    42.9
    
    
    
    37.5Subtotal
    
    
    165.3
    
    
    
    160.7
    
    
    
    152.4LPGs Deliveries:Propane
    
    
    36.5
    
    
    
    35.6
    
    
    
    34.3Butanes (including isobutane)
    
    
    8.5
    
    
    
    9.4
    
    
    
    9.7Subtotal
    
    
    45.0
    
    
    
    45.0
    
    
    
    44.0Petrochemical Deliveries (3)
    
    
    18.8
    
    
    
    21.8
    
    
    
    21.9Total Product Deliveries
    
    
    229.1
    
    
    
    227.5
    
    
    
    218.3Centennial Product Deliveries
    
    
    44.8
    
    
    
    50.6
    
    
    
    41.2
 
 (1)
    
    Includes volumes on terminals not connected to the mainline system.(2)
    
    Primarily diesel fuel, heating oil and other middle distillates.(3)
    
    Includes petrochemical volumes on pipelines between Mont Belvieu and Port Arthur,
Texas. 6




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Refined Products, LPGs and Petrochemical Pipeline Systems
          7




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Centennial Pipeline Equity Investment
   Mont Belvieu Storage Equity Investment
  8




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Seasonality
  Major Business Sector Markets and Related Factors
     9




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For Year Ended December 31,2006
    
    
    2005
    
    
    2004Refined Products Deliveries:Central (1)
    
    
    74.6
    
    
    
    73.3
    
    
    
    69.0Midwest (2)
    
    
    66.6
    
    
    
    60.1
    
    
    
    53.5Ohio and Kentucky
    
    
    24.1
    
    
    
    27.3
    
    
    
    29.9Subtotal
    
    
    165.3
    
    
    
    160.7
    
    
    
    152.4LPGs Deliveries:Central, Midwest and Kentucky (1)(2)
    
    
    28.5
    
    
    
    26.3
    
    
    
    27.0Ohio and Northeast (3)
    
    
    16.5
    
    
    
    18.7
    
    
    
    17.0Subtotal
    
    
    45.0
    
    
    
    45.0
    
    
    
    44.0Petrochemical Deliveries (4)
    
    
    18.8
    
    
    
    21.8
    
    
    
    21.9Total Product Deliveries
    
    
    229.1
    
    
    
    227.5
    
    
    
    218.3Centennial Product Deliveries
    
    
    44.8
    
    
    
    50.6
    
    
    
    41.2
 
 (1)
    
    Arkansas, Louisiana, Missouri, Mississippi and Texas.(2)
    
    Illinois and Indiana.(3)
    
    New York and Pennsylvania.(4)
    
    Includes petrochemical volumes on pipelines between Mont Belvieu and Port Arthur,
Texas. Customers
   Competition
  10




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Title to Properties
  Capital Expenditures
  Revenue generating
    
    $
    30.8Sustaining existing operations
    
    
    20.5System upgrades
    
    
    19.0Capitalized interest
    
    
    5.0Total
    
    $
    75.3
    11




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Regulation
   i.e
    12




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Environmental and Safety Matters
  13




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Water
    Air Emissions
  14




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Risk Management Plans
  Solid Waste
  Environmental Remediation
  15




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DOT Pipeline Compliance Matters
    Safety Matters
   Antitrust Matters
  Employees
  16




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Available Information
  
 Item 1A. Risk Factors
  Risks Relating to Our Business
 Potential future acquisitions and expansions may affect our business by substantially increasing
the level of our indebtedness and contingent liabilities and increasing our risks of being unable
to effectively integrate these new operations.
   17




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Our future debt level and the debt level of our Parent Partnership may limit our future financial
and operating flexibility.
  
    
    a significant portion of our cash flow could be dedicated to the payment of
principal and interest on our future debt and that of our Parent Partnership and
may not be available for other purposes, including for capital expenditures;
    
    credit rating agencies may view our debt level and the debt level of our Parent
Partnership negatively;
    
    covenants contained in our Parent Partnerships existing debt arrangements will
require the Parent Partnership and its subsidiaries, including us, to continue to
meet financial tests that may adversely affect our flexibility in planning for and
reacting to changes in its business or our business;
    
    our Parent Partnerships ability to obtain additional financing for working
capital, capital expenditures, acquisitions and general partnership purposes may be
limited, which could limit the amount of financing available to us;
    
    we may be at a competitive disadvantage relative to similar companies that have
less debt; and
    
    we may be more vulnerable to adverse economic and industry conditions as a
result of our Parent Partnerships and our significant debt levels.
   Our tariff rates are subject to review and possible adjustment by federal and state regulators,
which could have a material adverse effect on our financial condition and results of operations.
  18




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Our partnership status may be a disadvantage to us in calculating our cost of service for
rate-making purposes.
  Competition could adversely affect our operating results.
  Our business requires extensive credit risk management that may not be adequate to protect against
customer nonpayment.
   19




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Our risk management policies cannot eliminate all commodity price risks. In addition, any
non-compliance with our risk management policies could result in significant financial losses.
  Our pipelines are dependent on their interconnections with other pipelines to reach their
destination markets.
  Reduced demand could affect shipments on the pipelines.
  
    
    Demand for gasoline, which has in recent years accounted for approximately 45%
of our refined products transportation revenues, depends upon price, prevailing
economic conditions and demographic changes in the markets we serve.
    
    Weather conditions, government policy and crop prices affect the demand for
refined products used in agricultural operations.
    
    Demand for jet fuel, which has in recent years accounted for approximately 15%
of our refined products revenues, depends on prevailing economic conditions and
military usage.
    
    Propane deliveries are generally sensitive to the weather and meaningful
year-to-year variances have occurred and will likely continue to occur.
 The use of derivative financial instruments could result in material financial losses by us.
  20




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Our pipeline integrity program may impose significant costs and liabilities on us.
  Our operations are subject to governmental laws and regulations relating to the protection of the
environment and safety which may expose us to significant costs and liabilities.
     21




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Terrorist attacks aimed at our facilities could adversely affect our business.
  Our business involves many hazards and operational risks, some of which may not be fully covered by
insurance. If a significant accident or event occurs that is not fully insured, our operations and
financial results could be adversely affected.
  We depend on the leadership and involvement of our key personnel for the success of our business.
  We do not own all of the land on which our pipelines and facilities are located, which could
disrupt our operations.
  22




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Mergers among our customers or competitors could result in lower volumes being shipped on our
pipelines, thereby reducing the amount of cash we generate.
  Risks Relating to Our Partnership Structure
 Cost reimbursements and fees due to the Company and its affiliates may be substantial.
   
    
    Enterprise, EPCO and their affiliates may engage in substantial competition
with us on the terms set forth in the ASA.
    
    Neither our Partnership Agreement nor any other agreement requires EPCO or its
affiliates (other than our General Partner) to pursue a business strategy that
favors us. Directors and officers of EPCO and the general partner of Enterprise
and their affiliate have a fiduciary duty to make decisions in the best interest
of their shareholders or unitholders, which may be contrary to our interests.
    
    The Company is allowed to take into account the interests of parties other than
us, such as EPCO, Enterprise and their affiliates, in resolving conflicts of
interest, which has the effect of limiting its fiduciary duty to the Parent
Partnership or us.
    
    Some of the officers of EPCO who provide services to us also may devote
significant time to the business of Enterprise or its other affiliates and will be
compensated by EPCO for such services.
    
    The Company determines which costs, including allocated overhead, incurred by
it and its affiliates are reimbursable by us.
  23




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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.
    The credit and risk profile of the Company and its owners could adversely affect our credit ratings
and profile.
   
 Item 1B. Unresolved Staff Comments
  
 Item 3. Legal Proceedings
 Ryan E. McCleery and Marcia S. McCleery, et
al. and Michael and Linda
 24




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Robson, et al. v. Texas Eastern Corporation, et al. Michael and Linda Robson, et al. v. Texas Eastern
Corporation, et al
 Rebecca L. Grisham et al. v. TE Products Pipeline Company,
Limited Partnership
 Jimmy R. Green, et al. v. Cities Service Refinery, et al. th
   25




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26




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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity and Related Partnership Interest Matters and Issuer
Purchases of Equity Securities
     27




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Item 6. Selected Financial Data
  For Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(in thousands)Income Statement Data:Operating revenues:Sales of petroleum products
    
    $
    5,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Transportation  Refined products
    
    
    152,552
    
    
    
    144,552
    
    
    
    148,166
    
    
    
    138,926
    
    
    $
    123,476Transportation  LPGs
    
    
    89,315
    
    
    
    96,297
    
    
    
    87,050
    
    
    
    91,787
    
    
    
    74,577Mont Belvieu operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,238Other revenues
    
    
    51,695
    
    
    
    41,780
    
    
    
    39,542
    
    
    
    31,254
    
    
    
    30,247Total operating revenues
    
    
    299,362
    
    
    
    282,629
    
    
    
    274,758
    
    
    
    261,967
    
    
    
    243,538Purchases of petroleum products
    
    
    5,526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating expenses (1)
    
    
    152,176
    
    
    
    141,406
    
    
    
    148,111
    
    
    
    139,242
    
    
    
    118,363General and administrative expenses
    
    
    17,085
    
    
    
    17,653
    
    
    
    16,883
    
    
    
    11,099
    
    
    
    11,961Depreciation and amortization
    
    
    40,334
    
    
    
    38,323
    
    
    
    42,207
    
    
    
    31,066
    
    
    
    30,116Gains on sales of assets
    
    
    (4,223
    )
    
    
    (139
    )
    
    
    (526
    )
    
    
    
    
    
    
    Operating income
    
    
    88,464
    
    
    
    85,386
    
    
    
    68,083
    
    
    
    80,560
    
    
    
    83,098Interest expense  net
    
    
    (34,105
    )
    
    
    (30,958
    )
    
    
    (28,843
    )
    
    
    (27,219
    )
    
    
    (22,742
    )Equity losses
    
    
    (8,018
    )
    
    
    (2,984
    )
    
    
    (6,544
    )
    
    
    (7,384
    )
    
    
    (9,250
    )Other income  net (including interest income)
    
    
    1,471
    
    
    
    755
    
    
    
    787
    
    
    
    226
    
    
    
    832Income before discontinued operations
    
    
    47,812
    
    
    
    52,199
    
    
    
    33,483
    
    
    
    46,183
    
    
    
    51,938Income from discontinued operations (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    912Net income
    
    $
    47,812
    
    
    $
    52,199
    
    
    $
    33,483
    
    
    $
    46,183
    
    
    $
    52,850
 December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(in thousands)Balance Sheet Data:Property, plant and equipment  net
    
    $
    860,617
    
    
    $
    808,761
    
    
    $
    722,334
    
    
    $
    682,385
    
    
    $
    722,848Total assets
    
    
    1,138,070
    
    
    
    1,042,542
    
    
    
    945,193
    
    
    
    894,915
    
    
    
    878,666Total debt
    
    
    628,184
    
    
    
    595,954
    
    
    
    695,003
    
    
    
    603,478
    
    
    
    557,521Partners capital
    
    
    443,900
    
    
    
    367,680
    
    
    
    132,617
    
    
    
    217,055
    
    
    
    240,304
 For Year Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(in thousands)Cash Flow Data:Net cash provided by operating activities
    
    $
    34,343
    
    
    $
    42,843
    
    
    $
    132,894
    
    
    $
    96,088
    
    
    $
    107,600Capital expenditures to sustain existing operations (3)
    
    
    (20,449
    )
    
    
    (19,261
    )
    
    
    (29,372
    )
    
    
    (18,169
    )
    
    
    (13,592
    )Capital expenditures
    
    
    (75,293
    )
    
    
    (58,235
    )
    
    
    (81,261
    )
    
    
    (58,391
    )
    
    
    (60,898
    )Distributions paid
    
    
    (72,088
    )
    
    
    (111,930
    )
    
    
    (117,967
    )
    
    
    (106,465
    )
    
    
    (94,921
    )
 
 (1)
    
    Includes operating fuel and power and taxes  other than income taxes. 28




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(2)
    
    Amounts have been reclassified to reflect TEPPCO Colorado as discontinued operations,
which was sold in May 2002.(3)
    
    Capital expenditures to sustain existing operations include projects required by
regulatory agencies or required life cycle replacements. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
    
    Overview of Business.
    
    Critical Accounting Policies and Estimates  Presents accounting policies that
are among the most critical to the portrayal of our financial condition and results
of operations.
    
    Results of Operations  Discusses material period-to-period variances in the
statements of consolidated income.
    
    Financial Condition and Liquidity  Analyzes cash flows and financial position.
    
    Other Considerations  Addresses available sources of liquidity, trends, future
plans and contingencies that are reasonably likely to materially affect future liquidity or
earnings.
  Overview of Business
   29




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Business Trends
  
    
    We expect that refined products imports to the U.S. will increase.
 o
    
    Acquire or develop facilities to take advantage of these increased volumes.o
    
    Enhance refined products storage business.
 
    
    We expect to see changes in commercial terminal ownership and operations.
 o
    
    Acquire refined products terminals and distribution assets to
provide logistical service offerings to companies seeking to outsource or
partner.
 
    
    Standards for use of ethanol and other renewable fuels are currently mandated to
double from 2005 to 2012; under federal legislation, renewable fuels will comprise
increasing percentages of U.S. fuel supply, with a fuel standard of 7.5 billion
gallons for such fuels set for 2012.
 o
    
    Participate in the aggregation, terminaling and transportation
associated with the overall supply and distribution of ethanol.
  30




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Critical Accounting Policies and Estimates
   Revenue and Expense Accruals
   Reserves for Environmental Matters
  31




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Depreciation Methods and Estimated Useful Lives of Property, Plant and Equipment
  Accounting for the Impairment or Disposal of Long-Lived
Assets.
 Goodwill and Intangible Assets
  Goodwill and Other Intangible Assets
 32




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Results of Operations
  PercentageFor Year Ended December 31,
    
    
    Increase (Decrease)2006
    
    
    2005
    
    
    2004
    
    
    2006-2005
    
    
    2005-2004Volumes Delivered:Refined products
    
    
    165,269
    
    
    
    160,667
    
    
    
    152,437
    
    
    
    3
    %
    
    
    5
    %LPGs
    
    
    44,997
    
    
    
    45,061
    
    
    
    43,982
    
    
    
    
    
    
    
    3
    %Total
    
    
    210,266
    
    
    
    205,728
    
    
    
    196,419
    
    
    
    2
    %
    
    
    5
    %Average Tariff per Barrel:Refined products (1)
    
    $
    0.92
    
    
    $
    0.90
    
    
    $
    0.97
    
    
    
    2
    %
    
    
    (7
    %)LPGs
    
    
    1.98
    
    
    
    2.14
    
    
    
    1.98
    
    
    
    (8
    %)
    
    
    8
    %Average system tariff per barrel
    
    $
    1.15
    
    
    $
    1.17
    
    
    $
    1.20
    
    
    
    (2
    %)
    
    
    (3
    %)
 
 (1)
    
    The 2004 period includes $4.1 million of deferred revenue related to the expiration of
two customer transportation agreements, which increased the refined products average tariff
for the year ended December 31, 2004, by $0.02 per barrel, or 2%. Year Ended December 31, 2006 Compared with Year Ended December 31, 2005
   33




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34




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##### Table of Contents



For Year EndedDecember 31,
    
    
    Increase2006
    
    
    2005
    
    
    (Decrease)Centennial
    
    $
    (17,094
    )
    
    $
    (10,727
    )
    
    $
    (6,367
    )MB Storage
    
    
    9,082
    
    
    
    7,715
    
    
    
    1,367Other
    
    
    (6
    )
    
    
    28
    
    
    
    (34
    )Total equity losses
    
    $
    (8,018
    )
    
    $
    (2,984
    )
    
    $
    (5,034
    )
     Year Ended December 31, 2005 Compared with Year Ended December 31, 2004
   35




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36




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##### Table of Contents



For Year EndedDecember 31,
    
    
    Increase2005
    
    
    2004
    
    
    (Decrease)Centennial
    
    $
    (10,727
    )
    
    $
    (14,379
    )
    
    $
    3,652MB Storage
    
    
    7,715
    
    
    
    7,874
    
    
    
    (159
    )Other
    
    
    28
    
    
    
    (39
    )
    
    
    67Total equity losses
    
    $
    (2,984
    )
    
    $
    (6,544
    )
    
    $
    3,560
    37




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##### Table of Contents



Financial Condition and Liquidity
  For Year Ended December 31,2006
    
    2005
    
    2004Cash provided by (used in):Operating activities
    
    $
    34.4
    
    
    $
    42.8
    
    
    $
    132.9Investing activities
    
    
    (97.3
    )
    
    
    (131.4
    )
    
    
    (105.5
    )Financing activities
    
    
    62.9
    
    
    
    88.6
    
    
    
    (27.6
    )
 Operating Activities
  For Year Ended December 31,2006
    
    
    2005
    
    
    2004Net income
    
    $
    47.8
    
    
    $
    52.2
    
    
    $
    33.5Depreciation and amortization
    
    
    40.3
    
    
    
    38.3
    
    
    
    42.2Losses in equity investments
    
    
    8.0
    
    
    
    3.0
    
    
    
    6.5Distributions from equity investments
    
    
    12.9
    
    
    
    12.4
    
    
    
    10.3Gains on sales of assets
    
    
    (4.2
    )
    
    
    (0.1
    )
    
    
    (0.5
    )Non-cash portion of interest expense
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.1Cash provided by (used in) working capital and other
    
    
    (70.9
    )
    
    
    (63.5
    )
    
    
    40.8Net cash from operating activities
    
    $
    34.4
    
    
    $
    42.8
    
    
    $
    132.9
   38




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##### Table of Contents



Investing Activities
  Financing Activities
   Other Considerations
 Universal Shelf
  Credit Facilities
  39




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##### Table of Contents




    
    The maturity date of the credit facility was extended from December 13, 2010, to
December 13, 2011. Also under the terms of the amendment, the Parent Partnership
may request up to two one-year extensions of the maturity date. These extensions,
if requested, will become effective subject to lender approval and satisfaction of
certain other conditions.
    
    The amendment releases Jonah as a guarantor of the Revolving Credit Facility and
restricts the amount of outstanding debt of the Jonah joint venture to debt owing
to the owners of its partnership interests and other third-party debt in the
principal aggregate amount of $50.0 million.
    
    The amendment modifies the financial covenants to, among other things, allow the
Parent Partnership to include in the calculation of its Consolidated EBITDA (as
defined in the Revolving Credit Facility) pro forma adjustments for material
capital projects.
    
    The amendment allows for the issuance of Hybrid Securities (as defined in the
Revolving Credit Facility) of up to 15% of the Parent Partnerships Consolidated
Total Capitalization (as defined in the Revolving Credit Facility).
   Future Capital Needs and Commitments
   40




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##### Table of Contents



Liquidity Outlook
  Off-Balance Sheet Arrangements
     41




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##### Table of Contents



Contractual Obligations
  Amount of Commitment Expiration Per PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    After 5Total
    
    
    Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    YearsNote payable, Parent Partnership
    
    $
    240.8
    
    
    $
    
    
    
    $
    
    
    
    $
    98.7
    
    
    $
    142.16.45% Senior Notes due 2008 (1)
    
    
    180.0
    
    
    
    
    
    
    
    180.0
    
    
    
    
    
    
    
    7.51% Senior Notes due 2028 (1)
    
    
    210.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210.0Interest payments (2)
    
    
    465.5
    
    
    
    47.0
    
    
    
    76.7
    
    
    
    70.8
    
    
    
    271.0Debt and interest subtotal
    
    
    1,096.3
    
    
    
    47.0
    
    
    
    256.7
    
    
    
    169.5
    
    
    
    623.1Operating leases (3)
    
    
    57.1
    
    
    
    14.2
    
    
    
    14.4
    
    
    
    12.0
    
    
    
    16.5Purchase obligations (4)
    
    
    14.4
    
    
    
    12.3
    
    
    
    1.9
    
    
    
    0.1
    
    
    
    0.1Contributions to Centennial
    
    
    11.1
    
    
    
    11.1
    
    
    
    
    
    
    
    
    
    
    
    Capital expenditure obligations (5)
    
    
    4.4
    
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    Other liabilities and deferred credits (6)
    
    
    3.5
    
    
    
    
    
    
    
    2.9
    
    
    
    0.1
    
    
    
    0.5Total
    
    $
    1,186.8
    
    
    $
    89.0
    
    
    $
    275.9
    
    
    $
    181.7
    
    
    $
    640.2
 
 (1)
    
    We entered into an interest rate swap agreement to hedge our exposure to changes in the
fair value of our 7.51% Senior Notes due 2028. At December 31, 2006, the 7.51% Senior
Notes include an adjustment to decrease the fair value of the debt by $2.6 million related
to this interest rate swap agreement. At December 31, 2006, our 6.45% Senior Notes include
less than $0.1 million of unamortized debt discount. The fair value adjustment and
unamortized debt discount are excluded from this table.(2)
    
    Includes interest payments due on our Senior Notes and interest payments and commitment
fees due on our Note Payable to our Parent Partnership. The interest amount calculated on
the Note Payable to our Parent Partnership is based on the assumption that the amount
outstanding and the interest rate charged both remain at their current levels.(3)
    
    Includes a pipeline capacity lease with Centennial. In January 2003, we entered into a
pipeline capacity lease agreement with Centennial for a period of five years that contains
a minimum throughput requirement. For the year ended December 31, 2006, we exceeded the
minimum throughput requirements on the lease agreement.(4)
    
    We have long and short-term purchase obligations for products and services with
third-party suppliers. The prices that we are obligated to pay under these contracts
approximate current market prices. The preceding table shows our commitments and estimated
payment obligations under these contracts for the periods indicated. Our estimated future
payment obligations are based on the contractual price under each contract for products and
services at December 31, 2006.(5)
    
    We have short-term obligations relating to capital projects we have initiated. These commitments
represent unconditional payment obligations that we have agreed to pay vendors for services rendered or products purchased.(6)
    
    Excludes approximately $8.8 million of long-term deferred revenue payments, which are
being transferred to income over the term of the respective revenue contracts and $4.1
million related to our estimated amount of obligation under a catastrophic event guarantee
for Centennial. The amount of commitment by year is our best estimate of projected
payments of these long-term liabilities.   42




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##### Table of Contents



Recent Accounting Pronouncements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
   Fair ValueFace
    
    
    December 31,Value
    
    
    2006
    
    
    20056.45% Senior Notes, due January 2008
    
    $
    180.0
    
    
    $
    181.6
    
    
    $
    183.77.51% Senior Notes, due January 2028
    
    
    210.0
    
    
    
    221.5
    
    
    
    224.1
   43




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
     
 Item 9A . Controls and Procedures
  (i)
    
    that our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated
and communicated to our management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure; and(ii)
    
    that our disclosure controls and procedures are effective.
 Changes in Internal Control over Financial Reporting
  44




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##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  45




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Parent Partnership
   46




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##### Table of Contents



Relationship with EPCO and Affiliates
  
    
    EPCO and its consolidated private company subsidiaries;
    
    Texas Eastern Products Pipeline Company, LLC;
    
    DFI, which owns and controls the Company;
    
    Enterprise Products Partners L.P., which is controlled by affiliates of EPCO; and
    
    Duncan Energy Partners L.P., which is controlled by affiliates of EPCO.
     Administrative Services Agreement
  
    
    EPCO provides administrative, management, engineering 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 (direct and indirect) incurred by EPCO which are directly
or indirectly related to our business or activities (including EPCO expenses
reasonably allocated to us). In addition, we have agreed to pay all sales, use,
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 allows us to participate as named insureds in its overall insurance program
with the associated costs being charged to us.
 47




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##### Table of Contents



Transactions between EPCO and affiliates and us
     Other Transactions
   48




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##### Table of Contents



Review and Approval of Transactions with Related Parties
  Relationships with Unconsolidated Affiliates
  
    
    In January 2003, we entered into a pipeline capacity lease agreement with
Centennial for a period of five years that contains a minimum throughput
requirement. For the year ended December 31, 2006, we incurred $5.6 million of
rental charges related to the lease of pipeline capacity on Centennial.
    
    We perform certain management services for Centennial and MB Storage. During
2006, these affiliates paid us $10.7 million for such services, including payroll
and payroll related expenses.
  
 Item 14. Principal Accounting Fees and Services
 Appointment of Independent Registered Public Accountant
  Audit Fees
  Deloitte & Touche
    
    
    KPMGFor Year Ended
    
    
    For Year EndedDecember 31,
    
    
    December 31,Type of Fee
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Audit Fees (1)
    
    $
    1,706
    
    
    $
    
    
    
    $
    266
    
    
    $
    1,773Audit Related Fees (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26Tax Fees (3)
    
    
    107
    
    
    
    
    
    
    
    
    
    
    
    All Other Fees (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,813
    
    
    $
    
    
    
    $
    266
    
    
    $
    1,799
 49




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##### Table of Contents



(1)
    
    Audit fees include fees for the audits of the consolidated financial statements as well
as for the audit of internal control over financial reporting.(2)
    
    Audit related fees consist principally of fees for audits of financial statements of
certain employee benefit plans and certain internal control documentation assistance.(3)
    
    Tax Fees consist of fees for sales and use tax consultation and tax compliance
services.(4)
    
    All other fees represent amounts we were billed in each of the years presented for
services not classified under the other categories listed in the table above. No such
services were rendered by Deloitte & Touche and KPMG during the last two years. Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accountant
      50




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 (a)
    
    The following documents are filed as a part of this Report:
 (1)
    
    Financial Statements: See Index to Consolidated Financial Statements
on page F-1 of this Report for financial statements filed as part of this
Report.(2)
    
    Financial Statement Schedules: None.(3)
    
    Exhibits.
 ExhibitNumber
    
    Description3.1
    
    Third Amended and Restated Agreement of Limited Partnership of TE Products
Pipeline Company, Limited Partnership by and between TEPPCO GP, Inc. and TEPPCO
Partners, L.P. dated as of February 27, 2007 (Filed as Exhibit 10.67 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2006 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20,
2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated
herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of
 51




---



##### Table of Contents



ExhibitNumber
    
    DescriptionJanuary 30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.1+
    
    Duke Energy Corporation Executive Savings Plan (Filed as Exhibit 10.7 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 1999 and incorporated herein by reference).10.2+
    
    Duke Energy Corporation Executive Cash Balance Plan (Filed as Exhibit 10.8 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 1999 and incorporated herein by reference).10.3+
    
    Duke Energy Corporation Retirement Benefit Equalization Plan (Filed as Exhibit
10.9 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year
ended December 31, 1999 and incorporated herein by reference).10.4+
    
    Texas Eastern Products Pipeline Company 1994 Long Term Incentive Plan executed
on March 8, 1994 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 1994 and incorporated
herein by reference).10.5+
    
    Texas Eastern Products Pipeline Company 1994 Long Term Incentive Plan,
Amendment 1, effective January 16, 1995 (Filed as Exhibit 10.12 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 1999 and
incorporated herein by reference).10.6+
    
    Form of Employment Agreement between the Company and Thomas R. Harper, Charles
H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett, Stephen W. Russell,
C. Bruce Shaffer, and Barbara A. Carroll (Filed as Exhibit 10.20 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 1998 and
incorporated herein by reference).10.7
    
    Services and Transportation Agreement between TE Products Pipeline Company,
Limited Partnership and Fina Oil and Chemical Company, BASF Corporation and BASF Fina
Petrochemical Limited Partnership, dated February 9, 1999 (Filed as Exhibit 10.22 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
March 31, 1999 and incorporated herein by reference).10.8
    
    Call Option Agreement, dated February 9, 1999 (Filed as Exhibit 10.23 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March
31, 1999 and incorporated herein by reference).10.9+
    
    Texas Eastern Products Pipeline Company Non-employee Directors Unit
Accumulation Plan, effective April 1, 1999 (Filed as Exhibit 10.30 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30,
1999 and incorporated herein by reference).10.10+
    
    Texas Eastern Products Pipeline Company Non-employee Directors Deferred Compensation
Plan, effective November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999
and incorporated herein by reference).10.11+
    
    Texas Eastern Products Pipeline Company Phantom Unit Retention Plan, effective August
25, 1999 (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by
reference).10.12+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Amendment
and Restatement, effective January 1, 2000 (Filed as Exhibit 10.28 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2000 and incorporated herein by reference).10.13+
    
    TEPPCO Supplemental Benefit Plan, effective April 1, 2000 (Filed as Exhibit 10.29 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 2000 and incorporated herein by reference).10.14+
    
    Employment Agreement with Barry R. Pearl (Filed as Exhibit 10.30 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31,
2001 and incorporated herein by reference).
 52




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##### Table of Contents



ExhibitNumber
    
    Description10.15
    
    Contribution, Assignment and Amendment Agreement among TEPPCO Partners, L.P.,
TE Products Pipeline Company, Limited Partnership, TCTM, L.P., Texas Eastern Products
Pipeline Company, LLC, and TEPPCO GP, Inc., dated July 26, 2001 (Filed as Exhibit 3.6
to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter
ended June 30, 2001 and incorporated herein by reference).10.16
    
    Certificate of Formation of TEPPCO Colorado, LLC (Filed as Exhibit 3.2 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March
31, 1998 and incorporated herein by reference).10.17
    
    Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower,
SunTrust Bank, as Administrative Agent and LC Issuing Bank and Certain Lenders, as
Lenders dated as of March 28, 2002 ($500,000,000 Revolving Facility) (Filed as Exhibit
10.45 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three
months ended March 31, 2002 and incorporated herein by reference).10.18
    
    Amendment, dated as of June 27, 2002 to the Amended and Restated Credit
Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative
Agent, and Certain Lenders, dated as of March 28, 2002 ($500,000,000 Revolving Credit
Facility) (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).10.19+
    
    Texas Eastern Products Pipeline Company, LLC 2002 Phantom Unit Retention Plan,
effective June 1, 2002 (Filed as Exhibit 10.49 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002, and incorporated
herein by reference).10.20+
    
    Amended and Restated TEPPCO Supplemental Benefit Plan, effective November 1, 2002
(Filed as Exhibit 10.44 to Form 10-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the year ended December 31, 2002, and incorporated herein by reference).10.21+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Second
Amendment and Restatement, effective January 1, 2003 (Filed as Exhibit 10.45 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 2002, and incorporated herein by reference).10.22+
    
    Amended and Restated Texas Eastern Products Pipeline Company, LLC Management
Incentive Compensation Plan, effective January 1, 2003 (Filed as Exhibit 10.46 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 2002, and incorporated herein by reference).10.23+
    
    Amended and Restated TEPPCO Retirement Cash Balance Plan, effective January 1, 2002
(Filed as Exhibit 10.47 to Form 10-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the year ended December 31, 2002, and incorporated herein by reference).10.24
    
    Formation Agreement between Panhandle Eastern Pipe Line Company and Marathon
Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, dated as
of August 10, 2000 (Filed as Exhibit 10.48 to Form 10-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated
herein by reference).10.25
    
    Amended and Restated Limited Liability Company Agreement of Centennial
Pipeline LLC dated as of August 10, 2000 (Filed as Exhibit 10.49 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.26
    
    Guaranty Agreement, dated as of September 27, 2002, between TE Products
Pipeline Company, Limited Partnership and Marathon Ashland Petroleum LLC for Note
Agreements of Centennial Pipeline LLC (Filed as Exhibit 10.50 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.27
    
    LLC Membership Interest Purchase Agreement By and Between CMS Panhandle
Holdings, LLC, As Seller and Marathon Ashland Petroleum LLC and TE Products Pipeline
Company, Limited Partnership, Severally as Buyers, dated February 10, 2003 (Filed as
Exhibit 10.51 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the year ended December 31, 2002, and incorporated herein by reference).
 53




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##### Table of Contents



ExhibitNumber
    
    Description10.28
    
    Joint Development Agreement between TE Products Pipeline Company, Limited
Partnership and Louis Dreyfus Plastics Corporation dated February 10, 2000 (Filed as
Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended March 31, 2003, and incorporated herein by reference).10.29
    
    Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as
Administrative Agent and LC Issuing Bank and The Lenders Party Hereto, as Lenders,
dated as of June 27, 2003 ($550,000,000 Revolving Facility) (Filed as Exhibit 10.52 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
June 30, 2003, and incorporated herein by reference).10.30
    
    Agreement of Limited Partnership of Mont Belvieu Storage Partners, L.P. dated
effective January 21, 2003. (Filed as Exhibit 10.53 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and
incorporated herein by reference).10.31
    
    Letter of Agreement Clarifying Rights and Obligations of the Parties Under the
Mont Belvieu Storage Partners, L.P., Partnership Agreement and the Mont Belvieu
Venture, LLC, LLC Agreement, dated October 25, 2003 (Filed as Exhibit 10.54 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
September 30, 2003, and incorporated herein by reference).10.32
    
    Amended and Restated Credit Agreement among TEPPCO Partners, L.P., as
Borrower, SunTrust Bank, as Administrative Agent and LC Issuing Bank and The Lenders
Party Hereto, as Lenders dated as of October 21, 2004 ($600,000,000 Revolving Facility)
(Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) dated as of October 21, 2004 and incorporated herein by reference).10.33+
    
    Texas Eastern Products Pipeline Company Amended and Restated Non-employee Directors
Deferred Compensation Plan, effective April 1, 2002 (Filed as Exhibit 10.42 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of December 31,
2004 and incorporated herein by reference).10.34+
    
    Texas Eastern Products Pipeline Company Second Amended and Restated Non-employee
Directors Unit Accumulation Plan, effective January 1, 2004 (Filed as Exhibit 10.41 to
From 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of December
31, 2004 and incorporated herein by reference).10.35
    
    First Amendment to Amended and Restated Credit Agreement, dated as of February
23, 2005, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders, Wachovia Bank, National Association, as Syndication Agent, and BNP Paribas,
JPMorgan Chase Bank, N.A. and KeyBank, N.A. as Co-Documentation Agents (Filed as
Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated
as of February 24, 2005 and incorporated herein by reference).10.36+
    
    Supplemental Agreement to Employment Agreement between the Company and Barry R. Pearl
dated as of February 23, 2005 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2005 and
incorporated herein by reference).10.37+
    
    Supplemental Form Agreement to Form of Employment Agreement between the Company and
John N. Goodpasture, Stephen W. Russell, C. Bruce Shaffer and Barbara A. Carroll dated
as of February 23, 2005 (Filed as Exhibit 10.3 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2005 and incorporated
herein by reference).10.38+
    
    Supplemental Form Agreement to Form of Employment and Agreement between the Company
and Thomas R. Harper, Charles H. Leonard, James C. Ruth and Leonard W. Mallett dated as
of February 23, 2005 (Filed as Exhibit 10.4 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2005 and incorporated
herein by reference).10.39+
    
    Amendments to the TEPPCO Retirement Cash Balance Plan and the TEPPCO Supplemental
Benefit Plan dated as of May 27, 2005 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2005 and
incorporated herein by reference).
 54




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##### Table of Contents



ExhibitNumber
    
    Description10.40+
    
    Agreement and Release between Charles H. Leonard and Texas Eastern Products Pipeline
Company, LLC dated as of July 11, 2005 (Filed as Exhibit 10.2 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2005 and
incorporated herein by reference).10.41
    
    Third 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 and Enterprise Products OLPGP, Inc., Enterprise GP Holdings
L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline
Company, LLC, TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated August 15, 2005, but effective as
of February 24, 2005 (Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) dated August 19, 2005 and incorporated herein by
reference).10.42
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of
December 13, 2005, by and among TEPPCO Partners, L.P., the Borrower, several banks and
other financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent
for the Lenders, Wachovia Bank, National Association, as Syndication Agent, and BNP
Paribas, JPMorgan Chase Bank, N.A. and KeyBank, N.A., as Co-Documentation Agents
(Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) dated as of December 13, 2005 and incorporated herein by reference).10.43+
    
    Agreement and Release between Barry R. Pearl and Texas Eastern Products Pipeline
Company, LLC dated as of December 30, 2005 (Filed as Exhibit 10.52 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2005 and incorporated herein by reference).10.44+
    
    Agreement and Release between James C. Ruth and Texas Eastern Products Pipeline
Company, LLC dated as of January 25, 2006 (Filed as Exhibit 10.53 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2005 and incorporated herein by reference).10.45+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan Notice of
2006 Award (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the quarter ended June 30, 2006 and incorporated herein by
reference).10.46+
    
    Texas Eastern Products Pipeline Company, LLC 2005 Phantom Unit Plan Notice of 2006
Award (Filed as Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended June 30, 2006 and incorporated herein by reference).10.47
    
    Third Amendment to Amended and Restated Credit Agreement, dated as of July 31,
2006, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders and as the LC Issuing Bank, Wachovia Bank, National Association, as Syndication
Agent, and BNP Paribas, JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland Plc,
as Co-Documentation Agents (Filed as Exhibit 10.3 to Current Report on Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of August 3, 2006 and
incorporated herein by reference).10.48
    
    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., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P.,
EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC,
TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream Companies, L.P.,
TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2007, but effective as of February 5,
2007 (Filed as Exhibit 10.18 to Current Report on Form 8-K
 55




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##### Table of Contents



ExhibitNumber
    
    Descriptionof Duncan Energy Partners L.P. (Commission File No. 1-33266) filed February
5, 2007 and incorporated herein by reference).10.49+
    
    Form of Supplemental Agreement to Employment Agreement between Texas Eastern Products
Pipeline Company, LLC and assumed by EPCO, Inc., and John N. Goodpasture, Samuel N.
Brown and J. Michael Cockrell (Filed as Exhibit 10.62 to Form 10-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.50+
    
    Form of Retention Agreement (Filed
as Exhibit 10.63 to Form 10-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.51
    
    First Amendment to the 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., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern
Products Pipeline Company, LLC, TE Products Pipeline Company, Limited Partnership,
TEPPCO Midstream Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc.
dated February 28,
2007 (Filed as Exhibit 10.8 to Form 10-K of Enterprise Products Partners L.P.
(Commission File No. 1-14323) for the year ended December 31, 2006 and incorporated
herein by reference).16
    
    Letter from KPMG LLP to the Securities and Exchange Commission dated April 11,
2006 (Filed as Exhibit 16.1 to Current Report on Form 8-K of TE Products Pipeline
Company, Limited Partnership (Commission File No. 1-13603) filed April 11, 2006 and
incorporated herein by reference).23.1*
    
    Consent of Deloitte & Touche LLP.23.2*
    
    Consent of KPMG LLP.31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1*
    
    Item 13 Disclosure from Parent Partnership Form 10-K.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement. 
 56




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##### Table of Contents



SIGNATURES
  By:
    
    /s/ JERRY E. THOMPSONDate: February 28, 2007
    
    
    
    Jerry E. Thompson,President and Chief Executive Officer
of TEPPCO GP, Inc., General PartnerBy:
    
    /s/ WILLIAM G. MANIASDate: February 28, 2007
    
    
    
    William G. Manias,Vice President and Chief Financial Officer
of TEPPCO GP, Inc., General Partner
  Signature
    
    Title
    
    Date/s/ JERRY E. THOMPSON
    
    President and Chief Executive Officer
    
    February 28, 2007Jerry E. Thompson
    
    of TEPPCO GP, Inc.(Principal Executive Officer)/s/ WILLIAM G. MANIAS
    
    Vice President, Chief Financial Officer and
    
    February 28, 2007William G. Manias
    
    Director of TEPPCO GP, Inc.(Principal Financial and Accounting Officer)/s/ PATRICIA A. TOTTEN
    
    Director of TEPPCO GP, Inc.
    
    February 28, 2007Patricia A. Totten
 57




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##### Table of Contents



CONSOLIDATED FINANCIAL STATEMENTS
OF TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firms
    
    F-2Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    F-4Statements of Consolidated Income for the Years Ended December 31, 2006, 2005 and 2004
    
    F-5Statements of Consolidated Cash Flows for the Years Ended December 31, 2006, 2005 and
2004
    
    F-6Statements of Consolidated Partners Capital for the Years Ended December 31, 2006,
2005 and 2004
    
    F-7Notes to Consolidated Financial Statements
    
    F-8Note 1. Partnership Organization
    
    F-8Note 2. Summary of Significant Accounting Policies
    
    F-9Note 3. Recent Accounting Developments
    
    F-16Note 4. Accounting for Equity Awards
    
    F-18Note 5. Employee Benefit Plans
    
    F-22Note 6. Financial Instrument  Interest Rate Swap
    
    F-26Note 7. Inventories
    
    F-26Note 8. Other Current Assets
    
    F-27Note 9. Property, Plant and Equipment
    
    F-27Note 10. Investments in Unconsolidated Affiliates
    
    F-28Note 11. Acquisitions and Dispositions
    
    F-30Note 12. Goodwill and Other Intangible Assets
    
    F-31Note 13. Other Current Liabilities
    
    F-32Note 14. Debt Obligations
    
    F-32Note 15. Quarterly Distributions of Available Cash
    
    F-34Note 16. Related Party Transactions
    
    F-35Note 17. Commitments and Contingencies
    
    F-39Note 18. Concentrations of Credit Risk
    
    F-44Note 19. Supplemental Cash Flow Information
    
    F-45Note 20. Selected Quarterly Data (Unaudited)
    
    F-45Note 21. Subsequent Events
    
    F-46
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    KPMG LLP
 
 F-3




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, trade (net of allowance for doubtful accounts of
$0 and $45)
    
    
    26,771
    
    
    
    26,338Accounts receivable, related parties
    
    
    56,579
    
    
    
    2,182Inventories
    
    
    12,729
    
    
    
    16,449Other
    
    
    7,318
    
    
    
    14,911Total current assets
    
    
    103,397
    
    
    
    59,880Property,
plant and equipment, at cost(net of accumulated depreciation and amortization of $377,733 and $340,562)
    
    
    860,617
    
    
    
    808,761Equity investments
    
    
    148,316
    
    
    
    157,335Goodwill and other intangible assets
    
    
    3,927
    
    
    
    1,001Other assets
    
    
    21,813
    
    
    
    15,565Total assets
    
    $
    1,138,070
    
    
    $
    1,042,542LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    8,984
    
    
    $
    13,540Accounts payable, related parties
    
    
    6,679
    
    
    
    19,973Accrued interest
    
    
    16,509
    
    
    
    16,151Other accrued taxes
    
    
    5,355
    
    
    
    7,524Other
    
    
    12,057
    
    
    
    7,220Total current liabilities
    
    
    49,584
    
    
    
    64,408Senior notes
    
    
    387,339
    
    
    
    389,048Note payable, Parent Partnership
    
    
    240,845
    
    
    
    206,906Other liabilities and deferred credits
    
    
    16,402
    
    
    
    14,500Commitments and contingenciesPartners capital:General partners interest
    
    
    4
    
    
    
    4Limited partners interest
    
    
    443,896
    
    
    
    367,676Total partners capital
    
    
    443,900
    
    
    
    367,680Total liabilities and partners capital
    
    $
    1,138,070
    
    
    $
    1,042,542
  F-4




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 STATEMENTS OF CONSOLIDATED INCOME
 (Dollars in thousands
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Operating revenues:Sales of petroleum products
    
    $
    5,800
    
    
    $
    
    
    
    $
    Transportation  Refined products
    
    
    152,552
    
    
    
    144,552
    
    
    
    148,166Transportation  LPGs
    
    
    89,315
    
    
    
    96,297
    
    
    
    87,050Other
    
    
    51,695
    
    
    
    41,780
    
    
    
    39,542Total operating revenues
    
    
    299,362
    
    
    
    282,629
    
    
    
    274,758Costs and expenses:Purchases of petroleum products
    
    
    5,526
    
    
    
    
    
    
    
    Operating expense
    
    
    105,535
    
    
    
    97,973
    
    
    
    107,613Operating fuel and power
    
    
    38,215
    
    
    
    32,346
    
    
    
    31,588General and administrative
    
    
    17,085
    
    
    
    17,653
    
    
    
    16,883Depreciation and amortization
    
    
    40,334
    
    
    
    38,323
    
    
    
    42,207Taxes  other than income taxes
    
    
    8,426
    
    
    
    11,087
    
    
    
    8,910Gains on sales of assets
    
    
    (4,223
    )
    
    
    (139
    )
    
    
    (526
    )Total costs and expenses
    
    
    210,898
    
    
    
    197,243
    
    
    
    206,675Operating income
    
    
    88,464
    
    
    
    85,386
    
    
    
    68,083Other income (expense):Interest expense  net
    
    
    (34,105
    )
    
    
    (30,958
    )
    
    
    (28,843
    )Equity losses
    
    
    (8,018
    )
    
    
    (2,984
    )
    
    
    (6,544
    )Interest income
    
    
    998
    
    
    
    477
    
    
    
    309Other income  net
    
    
    473
    
    
    
    278
    
    
    
    478Net income
    
    $
    47,812
    
    
    $
    52,199
    
    
    $
    33,483
  F-5




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Operating activities:Net income
    
    $
    47,812
    
    
    $
    52,199
    
    
    $
    33,483Adjustments to reconcile net income to cash provided by
operating activities:Depreciation and amortization
    
    
    40,334
    
    
    
    38,323
    
    
    
    42,207Losses in equity investments
    
    
    8,018
    
    
    
    2,984
    
    
    
    6,544Distributions from equity investments
    
    
    12,922
    
    
    
    12,431
    
    
    
    10,313Non-cash portion of interest expense
    
    
    529
    
    
    
    513
    
    
    
    30Gains on sales of assets
    
    
    (4,223
    )
    
    
    (139
    )
    
    
    (526
    )Net effect of changes in operating accounts
    
    
    (71,049
    )
    
    
    (63,468
    )
    
    
    40,843Net cash provided by operating activities
    
    
    34,343
    
    
    
    42,843
    
    
    
    132,894Investing activities:Proceeds from sales of assets
    
    
    10,046
    
    
    
    
    
    
    
    594Purchase of assets
    
    
    (20,473
    )
    
    
    (68,969
    )
    
    
    (1,962
    )Investment in Centennial Pipeline LLC
    
    
    (2,500
    )
    
    
    
    
    
    
    (1,500
    )Investment in Mont Belvieu Storage Partners, L.P.
    
    
    (4,767
    )
    
    
    (4,233
    )
    
    
    (21,358
    )Cash paid for linefill on assets owned
    
    
    (4,270
    )
    
    
    
    
    
    
    Capital expenditures
    
    
    (75,293
    )
    
    
    (58,235
    )
    
    
    (81,261
    )Net cash used in investing activities
    
    
    (97,257
    )
    
    
    (131,437
    )
    
    
    (105,487
    )Financing activities:Proceeds from note payable, Parent Partnership
    
    
    140,052
    
    
    
    169,708
    
    
    
    126,383Repayment of note payable, Parent Partnership
    
    
    (105,546
    )
    
    
    (263,978
    )
    
    
    (36,011
    )Equity contribution  Parent Partnership
    
    
    100,496
    
    
    
    294,794
    
    
    
    Distributions paid
    
    
    (72,088
    )
    
    
    (111,930
    )
    
    
    (117,967
    )Net cash provided by (used in) financing activities
    
    
    62,914
    
    
    
    88,594
    
    
    
    (27,595
    )Net decrease in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (188
    )Cash and cash equivalents, January 1
    
    
    
    
    
    
    
    
    
    
    188Cash and cash equivalents, December 31
    
    $
    
    
    
    $
    
    
    
    $
    
  F-6




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 (Dollars in thousands)
 General
    
    
    LimitedPartners
    
    
    PartnersInterest
    
    
    Interest
    
    
    TotalBalance, December 31, 2003
    
    $
    2
    
    
    $
    217,053
    
    
    $
    217,0552004 net income allocation
    
    
    1
    
    
    
    33,482
    
    
    
    33,4832004 cash distributions
    
    
    (1
    )
    
    
    (117,966
    )
    
    
    (117,967
    )Other
    
    
    
    
    
    
    46
    
    
    
    46Balance, December 31, 2004
    
    
    2
    
    
    
    132,615
    
    
    
    132,6172005 net income allocation
    
    
    1
    
    
    
    52,198
    
    
    
    52,1992005 cash distributions
    
    
    (1
    )
    
    
    (111,929
    )
    
    
    (111,930
    )Capital contributions
    
    
    2
    
    
    
    294,792
    
    
    
    294,794Balance, December 31, 2005
    
    
    4
    
    
    
    367,676
    
    
    
    367,6802006 net income allocation
    
    
    1
    
    
    
    47,811
    
    
    
    47,8122006 cash distributions
    
    
    (1
    )
    
    
    (72,087
    )
    
    
    (72,088
    )Capital contributions
    
    
    
    
    
    
    100,496
    
    
    
    100,496Balance, December 31, 2006
    
    $
    4
    
    
    $
    443,896
    
    
    $
    443,900
  F-7




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1. PARTNERSHIP ORGANIZATION
     F-8




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
  
 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Allowance for Doubtful Accounts
  F-9




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For Year Ended December 31,2006
    
    
    2005
    
    
    2004Balance at beginning of period
    
    $
    45
    
    
    $
    56
    
    
    $
    374Deductions and other
    
    
    (45
    )
    
    
    (11
    )
    
    
    (318
    )Balance at end of period
    
    $
    
    
    
    $
    45
    
    
    $
    56
 Asset Retirement Obligations
    Accounting for Asset Retirement Obligations Accounting for Conditional
Asset Retirement Obligations, an interpretation of FASB Statement No. 143,
 Basis of Presentation and Principles of Consolidation
  F-10




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Business Segments
  Cash and Cash Equivalents
  Capitalization of Interest
  Comprehensive Income
 Reporting Comprehensive Income
 Contingencies
    F-11




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Dollar Amounts
  Environmental Expenditures
   For Year Ended December 31,2006
    
    
    2005
    
    
    2004Balance at beginning of period
    
    $
    1,165
    
    
    $
    1,428
    
    
    $
    1,693Charges to expense
    
    
    1,422
    
    
    
    1,860
    
    
    
    745Deductions and other
    
    
    (1,836
    )
    
    
    (2,123
    )
    
    
    (1,010
    )Balance at end of period
    
    $
    751
    
    
    $
    1,165
    
    
    $
    1,428
 Estimates
  Fair Value of Current Assets and Current Liabilities
  F-12




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Goodwill
   Income Taxes
  Intangible Assets and Excess Investment
  Inventories
  Operating, General and Administrative Expenses
  F-13




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Property, Plant and Equipment
  Accounting for
the Impairment or Disposal of Long-Lived Assets
 Revenue Recognition
  Unit Option Plan and Unit Purchase Plan
  Use of Derivatives
 Accounting
for Derivative Instruments and Hedging Activities, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133.
 F-14




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      F-15




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 3. RECENT ACCOUNTING DEVELOPMENTS
 Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock-Based Compensation  Transition and Disclosure Accounting for Stock Issued to Employees
 Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights
 Accounting Changes and Error Corrections Accounting
Changes, Reporting Accounting Changes in Interim Periods
 Accounting
for Purchases and Sales of Inventory with the Same Counterparty Accounting for
Nonmonetary Transactions
 F-16




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  How Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross
versus Net Presentation)
 Accounting for Uncertainty in Income
Taxes Accounting for Income Taxes
 Fair Value Measurements
 Considering the Effects
of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
 F-17




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and
132(R)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 
 NOTE 4. ACCOUNTING FOR EQUITY AWARDS
 1994 Long Term Incentive Plan
    F-18




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 1999 and 2002 Phantom Unit Retention Plans
    2000 Long Term Incentive Plan
    F-19




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 plus
  2005 Phantom Unit Plan
   EPCO, Inc. 2006 TPP Long-Term Incentive Plan
  F-20




---



##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   EPCO, Inc. TPP Employee Unit Purchase Plan
    F-21




---



##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 5. EMPLOYEE BENEFIT PLANS
 Retirement Plans
   Employers Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits
  F-22




---



##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 For Year Ended December 31,2006
    
    
    2005
    
    
    2004Service cost benefit earned during the year
    
    $
    
    
    
    $
    2,817
    
    
    $
    2,384Interest cost on projected benefit obligation
    
    
    590
    
    
    
    629
    
    
    
    491Expected return on plan assets
    
    
    (280
    )
    
    
    (467
    )
    
    
    (621
    )Amortization of prior service cost
    
    
    
    
    
    
    5
    
    
    
    7Recognized net actuarial loss
    
    
    83
    
    
    
    86
    
    
    
    40SFAS 88 curtailment charge
    
    
    
    
    
    
    39
    
    
    
    SFAS 88 settlement charge
    
    
    2,342
    
    
    
    160
    
    
    
    Net pension benefits costs
    
    $
    2,735
    
    
    $
    3,269
    
    
    $
    2,301
 Other Postretirement Benefits
  Employers Accounting for Postretirement Benefits Other Than Pensions
  For Year Ended December 31,2006
    
    
    2005
    
    
    2004Service cost benefit earned during the year
    
    $
    
    
    
    $
    49
    
    
    $
    102Interest cost on accumulated postretirement benefit obligation
    
    
    
    
    
    
    57
    
    
    
    129Amortization of prior service cost
    
    
    
    
    
    
    47
    
    
    
    112Recognized net actuarial loss
    
    
    
    
    
    
    3
    
    
    
    1Curtailment charge
    
    
    
    
    
    
    (1,318
    )
    
    
    Settlement charge
    
    
    
    
    
    
    (3
    )
    
    
    Net postretirement benefits costs
    
    $
    
    
    
    $
    (1,165
    )
    
    $
    344
  F-23




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Other PostretirementPension Benefits
    
    Benefits2006
    
    2005
    
    2006
    
    2005Discount rate
    
    
    4.73
    %
    
    
    4.59
    %
    
    
    
    
    
    
    5.75
    %Increase in compensation levels
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Other PostretirementPension Benefits
    
    Benefits2006
    
    2005
    
    2006
    
    2005Discount rate (1)
    
    
    4.59
    %
    
    
    5.75%/5.00
    %
    
    
    
    
    
    
    5.75%/5.00
    %Increase in compensation levels
    
    
    
    
    
    
    5.00%
    
    
    
    
    
    
    Expected long-term rate of
return on plan assets (2)
    
    
    2.00
    %
    
    
    8.00%/2.00
    %
    
    
    
    
    
    
    
 
 (1)
    
    Expense was remeasured on May 31, 2005, as a result of TEPPCO RCBP and TEPPCO SBP
amendments. The discount rate was decreased from 5.75% to 5% effective June 1, 2005, to
reflect rates of returns on bonds currently available to settle the liability.(2)
    
    As a result of TEPPCO RCBP and TEPPCO SBP amendments, the expected return on assets was
changed from 8% to 2% due to the movement of plan funds from equity investments into
short-term money market funds, effective June 1, 2005. F-24




---



##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Other PostretirementPension Benefits
    
    
    Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Change in benefit obligationBenefit obligation at beginning of year
    
    $
    14,636
    
    
    $
    10,803
    
    
    $
    
    
    
    $
    2,466Service cost
    
    
    
    
    
    
    2,817
    
    
    
    
    
    
    
    49Interest cost
    
    
    590
    
    
    
    629
    
    
    
    
    
    
    
    57Actuarial loss
    
    
    61
    
    
    
    1,672
    
    
    
    
    
    
    
    371Retiree contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56Benefits paid
    
    
    (14,983
    )
    
    
    (657
    )
    
    
    
    
    
    
    (71
    )Impact of curtailment
    
    
    
    
    
    
    (628
    )
    
    
    
    
    
    
    (2,928
    )Benefit obligation at end of year
    
    $
    304
    
    
    $
    14,636
    
    
    $
    
    
    
    $
    Change in plan assetsFair value of plan assets at beginning of year
    
    $
    15,662
    
    
    $
    10,415
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    611
    
    
    
    41
    
    
    
    
    
    
    
    Retiree contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56Employer contributions
    
    
    
    
    
    
    5,863
    
    
    
    
    
    
    
    15Benefits paid
    
    
    (14,983
    )
    
    
    (657
    )
    
    
    
    
    
    
    (71
    )Fair value of plan assets at end of year
    
    $
    1,290
    
    
    $
    15,662
    
    
    $
    
    
    
    $
    Funded status(1)
    
    $
    986
    
    
    $
    1,026
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Our Parent Partnership records the assets and liabilities related to the TEPPCO RCBP.
We are allocated a portion of the charges. At December 31, 2006, our Parent Partnership
had a noncurrent asset of $0.8 million related to the funded status of the TEPPCO RCBP.  OtherPension


    
    PostretirementBenefits
    
    Benefits2007
    
    $
    304
    
    
    $
    
 Plan Assets
  Other Plans
  F-25




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   
 NOTE 6. FINANCIAL INSTRUMENT  INTEREST RATE SWAP
  
 NOTE 7. INVENTORIES
  December 31,2006
    
    
    2005Refined products and LPGs (1) (2)
    
    $
    7,636
    
    
    $
    11,864Materials and supplies
    
    
    5,093
    
    
    
    4,585Total
    
    $
    12,729
    
    
    $
    16,449
 
 (1)
    
    Refined products and LPGs inventory is managed on a combined basis.(2)
    
    At December 31, 2006, we recorded a $1.5 million lower of cost or market adjustment. F-26




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 8. OTHER CURRENT ASSETS
  December 31,2006
    
    
    2005Insurance receivable
    
    $
    1,426
    
    
    $
    5,915Reimbursable receivables
    
    
    3,986
    
    
    
    5,510Interest receivable from interest rate swap
    
    
    576
    
    
    
    1,999Prepaid insurance and other
    
    
    319
    
    
    
    230Other
    
    
    1,011
    
    
    
    1,257Total
    
    $
    7,318
    
    
    $
    14,911
 
 NOTE 9. PROPERTY, PLANT AND EQUIPMENT
  December 31,2006
    
    
    2005Land and right of way
    
    $
    46,084
    
    
    $
    44,850Line pipe and fittings
    
    
    674,162
    
    
    
    676,920Storage tanks
    
    
    131,128
    
    
    
    120,831Buildings and improvements
    
    
    53,094
    
    
    
    45,691Machinery and equipment
    
    
    196,109
    
    
    
    183,461Construction work in progress
    
    
    137,773
    
    
    
    77,570Total property, plant and equipment
    
    
    1,238,350
    
    
    
    1,149,323Less accumulated depreciation and amortization
    
    
    377,733
    
    
    
    340,562Net property, plant and equipment
    
    $
    860,617
    
    
    $
    808,761
    F-27




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Asset Retirement Obligations
   Asset retirement obligation liability balance, December 31, 2005
    
    $
    Liabilities recorded
    
    
    447Liabilities settled
    
    
    Accretion
    
    
    22Revision in estimates
    
    
    Asset retirement obligation liability balance, December 31, 2006
    
    $
    469
  
 NOTE 10. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
 Centennial
  MB Storage
  F-28




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Summarized Financial Information for Centennial and MB Storage
  For Year EndedDecember 31,2006
    
    2005Revenues
    
    $
    73,124
    
    
    $
    74,003Net income (loss)
    
    
    (538
    )
    
    
    10,213
  December 31,2006
    
    2005Current assets
    
    $
    36,735
    
    
    $
    36,647Noncurrent assets
    
    
    359,156
    
    
    
    369,679Current liabilities
    
    
    30,959
    
    
    
    23,621Long-term debt
    
    
    150,000
    
    
    
    150,000Noncurrent liabilities
    
    
    5,971
    
    
    
    13,522Partners capital
    
    
    208,961
    
    
    
    219,183
 F-29




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 11. ACQUISITIONS AND DISPOSITIONS
 Refined Products Terminal and Truck Rack
  Genco Assets
  Terminal Assets
  Refined Products Terminal
  Cavern Assets
  F-30




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 12. GOODWILL AND OTHER INTANGIBLE ASSETS
 Goodwill
 Goodwill and Other Intangible Assets
  Other Intangible Assets
  December 31, 2006
    
    
    December 31, 2005Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible assets:Transportation agreements
    
    $
    2,974
    
    
    $
    (386
    )
    
    $
    1,328
    
    
    $
    (326
    )Excess investment:Centennial Pipeline LLC
    
    $
    33,390
    
    
    $
    (16,579
    )
    
    $
    33,390
    
    
    $
    (12,947
    )
    F-31




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Intangible Assets
    
    Excess Investment2007
    
    $
    460
    
    
    $
    3,6752008
    
    
    185
    
    
    
    3,7992009
    
    
    185
    
    
    
    4,0042010
    
    
    185
    
    
    
    2,7982011
    
    
    185
    
    
    
    96
 
 NOTE 13. OTHER CURRENT LIABILITIES
  December 31,2006
    
    
    2005Inventory payables
    
    $
    546
    
    
    $
    338Current portion of deferred revenue
    
    
    1,197
    
    
    
    1,177Capital expenditure accruals
    
    
    4,395
    
    
    
    398Retainage
    
    
    818
    
    
    
    626Accruals for regulatory penalties
    
    
    2,581
    
    
    
    1,750Current portion of FIN 45 obligation
    
    
    335
    
    
    
    500Other
    
    
    2,185
    
    
    
    2,431Total
    
    $
    12,057
    
    
    $
    7,220
 
 NOTE 14. DEBT OBLIGATIONS
 Senior Notes
  RedemptionYear
    
    Price2008
    
    
    103.755
    %2009
    
    
    103.380
    %2010
    
    
    103.004
    %2011
    
    
    102.629
    %2012
    
    
    102.253
    %2013
    
    
    101.878
    %2014
    
    
101.502
    %2015
    
    
101.127    %2016
    
    
100.751
    %2017
    
    
100.376
    %
  F-32




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Fair ValueFace
    
    December 31,Value
    
    2006
    
    20056.45% Senior Notes, due January 2008
    
    $
    180.0
    
    
    $
    181.6
    
    
    $
    183.77.51% Senior Notes, due January 2028
    
    
    210.0
    
    
    
    221.5
    
    
    
    224.1
 Other Long Term Debt and Credit Facilities
    F-33




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   
    
    The maturity date of the credit facility was extended from December 13, 2010, to
December 13, 2011. Also under the terms of the amendment, the Parent Partnership
may request up to two one-year extensions of the maturity date. These extensions,
if requested, will become effective subject to lender approval and satisfaction of
certain other conditions.
    
    The amendment releases Jonah Gas Gathering Company (Jonah) as a guarantor of
the Revolving Credit Facility and restricts the amount of outstanding debt of the
Jonah joint venture to debt owing to the owners of its partnership interests and
other third-party debt in the principal aggregate amount of $50.0 million.
    
    The amendment modifies the financial covenants to, among other things, allow the
Parent Partnership to include in the calculation of its Consolidated EBITDA (as
defined in the Revolving Credit Facility) pro forma adjustments for material
capital projects.
    
    The amendment allows for the issuance of Hybrid Securities (as defined in the
Revolving Credit Facility) of up to 15% of the Parent Partnerships Consolidated
Total Capitalization (as defined in the Revolving Credit Facility).
   
 NOTE 15. QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH
  F-34




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
 NOTE 16. RELATED PARTY TRANSACTIONS
 Parent Partnership
   EPCO and Affiliates and Duke Energy, DEFS and Affiliates
   
    
    EPCO and its consolidated private company subsidiaries;
    
    Texas Eastern Products Pipeline Company, LLC;
    
    DFI, which owns and controls the Company;
    
    Enterprise Products Partners L.P., which is controlled by affiliates of EPCO; and
    
    Duncan Energy Partners L.P., which is controlled by affiliates of EPCO.
   F-35




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Administrative Services Agreement
  
    
    EPCO will provide administrative, management, engineering 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 EPCO expenses reasonably allocated to us).
In addition, we have agreed to pay all sales, use, 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 allows us to participate as named insureds in its overall insurance program
with the associated costs being charged to us.
    F-36




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Transactions between EPCO and affiliates, Duke Energy, DEFS and affiliates and us
  For Year Ended December 31,2006
    
    2005
    
    2004Revenues from EPCO and affiliates: (1)Transportation  LPGs
    
    $
    3.6
    
    
    $
    4.3
    
    
    $
    Other operating revenues
    
    
    1.5
    
    
    
    0.3
    
    
    
    Costs and
Expenses from EPCO and affiliates: (1)Payroll, administrative and other (2)(3)
    
    
    63.2
    
    
    
    35.1
    
    
    
    Purchases of petroleum products
    
    
    
    
    
    
    
    
    
    
    Revenues from DEFS and affiliates: (4)Transportation  LPGs
    
    
    
    
    
    
    0.7
    
    
    
    2.6Other operating revenues
    
    
    
    
    
    
    1.1
    
    
    
    4.3Costs and
Expenses from DEFS and affiliates: (4)Payroll, administrative and other (5)(6)
    
    
    
    
    
    
    8.3
    
    
    
    49.3
 
 (1)
    
    Operating revenues earned and expenses incurred from activities with EPCO and its
affiliates are considered related party transactions beginning February 24, 2005, as a
result of the change in ownership of the Company.(2)
    
    Includes payroll, payroll related expenses and administrative expenses, including
reimbursements related to employee benefits and employee benefit plans, incurred in
managing us and our subsidiaries in accordance with the ASA, and other operating expense.(3)
    
    Includes insurance expense for the years ended December 31, 2006 and 2005, related to
premiums paid by EPCO, of which we were allocated $6.8 million and $4.0 million,
respectively. Beginning February 24, 2005, the majority of our insurance coverage,
including property, liability, business interruption, auto and directors and officers
liability insurance, was obtained by our Parent Partnership through EPCO.(4)
    
    Operating revenues earned and expenses incurred from activities with DEFS and its
affiliates are considered related party transactions prior to February 23, 2005, at which
time a change in ownership of the Company occurred.(5)
    
    Substantially all of these costs were related to payroll, payroll related expenses and
administrative expenses incurred in managing us and our subsidiaries.(6)
    
    Includes insurance expense for the years ended December 31, 2005 and 2004, related to
premiums paid to Bison Insurance Company Limited (Bison), a wholly owned subsidiary of
Duke Energy, of which we were allocated $0.5 million and $2.8 million, respectively.
Through February 23, 2005, our Parent Partnership contracted with Bison for a majority of
our insurance coverage, including property, liability, auto and directors and officers
liability insurance.   F-37




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Relationships with Unconsolidated Subsidiaries
 Centennial
    MB Storage
  F-38




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 17. COMMITMENTS AND CONTINGENCIES
 Litigation
 Ryan E. McCleery and Marcia S. McCleery, et
al .and Michael and Linda Robson, et al v. Texas Eastern Corporation, et al. Michael and Linda Robson, et al.
v. Texas Eastern Corporation, et al
 Rebecca L. Grisham et al. v. TE Products Pipeline Company,
Limited Partnership
 Jimmy R. Green, et al. v. Cities Service Refinery, et al. th
  F-39




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Regulatory Matters
  F-40




---



##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      F-41




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Contractual Obligations
  Payment or Settlement due by PeriodTotal
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterMaturities of long-term debt (1)
    
    $
    630.8
    
    
    $
    
    
    
    $
    180.0
    
    
    $
    
    
    
    $
    
    
    
    $
    98.7
    
    
    $
    352.1Operating leases (2)
    
    
    57.1
    
    
    
    14.2
    
    
    
    8.2
    
    
    
    6.2
    
    
    
    6.0
    
    
    
    6.0
    
    
    
    16.5Purchase obligations (3)
    
    
    14.4
    
    
    
    12.3
    
    
    
    1.4
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Capital expenditure
obligations (4)
    
    
    4.4
    
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    We have long-term payment obligations under our Note Payable to our Parent Partnership
and our Senior Notes. Amounts shown in the table represent our scheduled future maturities
of long-term debt principal for the periods indicated (see Note 14 for additional
information regarding our consolidated debt obligations).(2)
    
    We lease property, plant and equipment under noncancelable and cancelable operating
leases. Amounts shown in the table represent minimum cash lease payment obligations under
our operating leases with terms in excess of one year for the periods indicated. Lease
expense is charged to operating costs and expenses on a straight line basis over the period F-42




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TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 of expected economic benefit. Contingent rental payments are expensed as incurred. Total
rental expense for the years ended December 31, 2006, 2005 and 2004, was $21.6 million,
$14.7 million and $13.8 million, respectively.(3)
    
    We have long and short-term purchase obligations for products and services with
third-party suppliers. The prices that we are obligated to pay under these contracts
approximate current market prices. The preceding table shows our commitments and estimated
payment obligations under these contracts for the periods indicated. Our estimated future
payment obligations are based on the contractual price under each contract for products and
services at December 31, 2006.(4)
    
    We have short-term payment obligations relating to capital projects we
have initiated. These commitments represent
unconditional payment obligations that we have agreed to
pay vendors for services rendered or products purchased. Other
     F-43




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      
 NOTE 18. CONCENTRATIONS OF CREDIT RISK
  F-44




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   
 NOTE 19. SUPPLEMENTAL CASH FLOW INFORMATION
  For Year Ended December 31,2006
    
    
    2005
    
    
    2004Decrease (increase) in:Accounts receivable, trade
    
    $
    (433
    )
    
    $
    (5,248
    )
    
    $
    4,287Accounts receivable, related parties
    
    
    (54,397
    )
    
    
    197
    
    
    
    (2,225
    )Inventories
    
    
    3,857
    
    
    
    (6,296
    )
    
    
    1,093Other current assets
    
    
    7,603
    
    
    
    (2,768
    )
    
    
    (1,913
    )Other
    
    
    (7,141
    )
    
    
    (6,801
    )
    
    
    (5,824
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (6,463
    )
    
    
    4,375
    
    
    
    (5,014
    )Accounts payable, related parties
    
    
    (13,294
    )
    
    
    (45,401
    )
    
    
    53,097Other
    
    
    (781
    )
    
    
    (1,526
    )
    
    
    (2,658
    )Net effect of changes in operating accounts
    
    $
    (71,049
    )
    
    $
    (63,468
    )
    
    $
    40,843Non-cash investing activities:Net assets transferred to Mont Belvieu Storage Partners, L.P.
    
    $
    
    
    
    $
    1,429
    
    
    $
    Supplemental disclosure of cash flows:Cash paid for interest (net of amounts capitalized)
    
    $
    34,011
    
    
    $
    30,128
    
    
    $
    27,338
 
 NOTE 20. SELECTED QUARTERLY DATA (UNAUDITED)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2006Operating revenues
    
    $
    72,798
    
    
    $
    68,398
    
    
    $
    71,226
    
    
    $
    86,940Operating income
    
    
    22,511
    
    
    
    16,276
    
    
    
    18,884
    
    
    
    30,793Net income
    
    $
    13,690
    
    
    $
    6,119
    
    
    $
    8,128
    
    
    $
    19,8752005Operating revenues
    
    $
    77,016
    
    
    $
    62,521
    
    
    $
    64,866
    
    
    $
    78,226Operating income
    
    
    30,768
    
    
    
    14,483
    
    
    
    13,815
    
    
    
    26,320Net income
    
    $
    21,137
    
    
    $
    6,764
    
    
    $
    6,184
    
    
    $
    18,114
 F-45




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##### Table of Contents



TE
PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 21. SUBSEQUENT EVENTS
    F-46




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##### Table of Contents



EXHIBITS INDEX
 3.1
    
    Third Amended and Restated Agreement of Limited Partnership of TE Products
Pipeline Company, Limited Partnership by and between TEPPCO GP, Inc. and TEPPCO
Partners, L.P. dated as of February 27, 2007 (Filed as Exhibit 10.67 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2006 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of February 20, 2002 and
incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403) dated as of February 20,
2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated
herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of




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##### Table of Contents



January 30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.1+
    
    Duke Energy Corporation Executive Savings Plan (Filed as Exhibit 10.7 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 1999 and incorporated herein by reference).10.2+
    
    Duke Energy Corporation Executive Cash Balance Plan (Filed as Exhibit 10.8 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 1999 and incorporated herein by reference).10.3+
    
    Duke Energy Corporation Retirement Benefit Equalization Plan (Filed as Exhibit
10.9 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year
ended December 31, 1999 and incorporated herein by reference).10.4+
    
    Texas Eastern Products Pipeline Company 1994 Long Term Incentive Plan executed
on March 8, 1994 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 1994 and incorporated
herein by reference).10.5+
    
    Texas Eastern Products Pipeline Company 1994 Long Term Incentive Plan,
Amendment 1, effective January 16, 1995 (Filed as Exhibit 10.12 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 1999 and
incorporated herein by reference).10.6+
    
    Form of Employment Agreement between the Company and Thomas R. Harper, Charles
H. Leonard, James C. Ruth, John N. Goodpasture, Leonard W. Mallett, Stephen W. Russell,
C. Bruce Shaffer, and Barbara A. Carroll (Filed as Exhibit 10.20 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 1998 and
incorporated herein by reference).10.7
    
    Services and Transportation Agreement between TE Products Pipeline Company,
Limited Partnership and Fina Oil and Chemical Company, BASF Corporation and BASF Fina
Petrochemical Limited Partnership, dated February 9, 1999 (Filed as Exhibit 10.22 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
March 31, 1999 and incorporated herein by reference).10.8
    
    Call Option Agreement, dated February 9, 1999 (Filed as Exhibit 10.23 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March
31, 1999 and incorporated herein by reference).10.9+
    
    Texas Eastern Products Pipeline Company Non-employee Directors Unit
Accumulation Plan, effective April 1, 1999 (Filed as Exhibit 10.30 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30,
1999 and incorporated herein by reference).10.10+
    
    Texas Eastern Products Pipeline Company Non-employee Directors Deferred Compensation
Plan, effective November 1, 1999 (Filed as Exhibit 10.31 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended September 30, 1999
and incorporated herein by reference).10.11+
    
    Texas Eastern Products Pipeline Company Phantom Unit Retention Plan, effective August
25, 1999 (Filed as Exhibit 10.32 to Form 10-Q of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the quarter ended September 30, 1999 and incorporated herein by
reference).10.12+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Amendment
and Restatement, effective January 1, 2000 (Filed as Exhibit 10.28 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2000 and incorporated herein by reference).10.13+
    
    TEPPCO Supplemental Benefit Plan, effective April 1, 2000 (Filed as Exhibit 10.29 to
Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended
December 31, 2000 and incorporated herein by reference).10.14+
    
    Employment Agreement with Barry R. Pearl (Filed as Exhibit 10.30 to Form 10-Q of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March 31,
2001 and incorporated herein by reference).




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##### Table of Contents



10.15
    
    Contribution, Assignment and Amendment Agreement among TEPPCO Partners, L.P.,
TE Products Pipeline Company, Limited Partnership, TCTM, L.P., Texas Eastern Products
Pipeline Company, LLC, and TEPPCO GP, Inc., dated July 26, 2001 (Filed as Exhibit 3.6
to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter
ended June 30, 2001 and incorporated herein by reference).10.16
    
    Certificate of Formation of TEPPCO Colorado, LLC (Filed as Exhibit 3.2 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended March
31, 1998 and incorporated herein by reference).10.17
    
    Amended and Restated Credit Agreement among TEPPCO Partners, L.P. as Borrower,
SunTrust Bank, as Administrative Agent and LC Issuing Bank and Certain Lenders, as
Lenders dated as of March 28, 2002 ($500,000,000 Revolving Facility) (Filed as Exhibit
10.45 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the three
months ended March 31, 2002 and incorporated herein by reference).10.18
    
    Amendment, dated as of June 27, 2002 to the Amended and Restated Credit
Agreement among TEPPCO Partners, L.P., as Borrower, SunTrust Bank, as Administrative
Agent, and Certain Lenders, dated as of March 28, 2002 ($500,000,000 Revolving Credit
Facility) (Filed as Exhibit 99.3 to Form 8-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) dated as of July 2, 2002 and incorporated herein by reference).10.19+
    
    Texas Eastern Products Pipeline Company, LLC 2002 Phantom Unit Retention Plan,
effective June 1, 2002 (Filed as Exhibit 10.49 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002, and incorporated
herein by reference).10.20+
    
    Amended and Restated TEPPCO Supplemental Benefit Plan, effective November 1, 2002
(Filed as Exhibit 10.44 to Form 10-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the year ended December 31, 2002, and incorporated herein by reference).10.21+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan, Second
Amendment and Restatement, effective January 1, 2003 (Filed as Exhibit 10.45 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 2002, and incorporated herein by reference).10.22+
    
    Amended and Restated Texas Eastern Products Pipeline Company, LLC Management
Incentive Compensation Plan, effective January 1, 2003 (Filed as Exhibit 10.46 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December
31, 2002, and incorporated herein by reference).10.23+
    
    Amended and Restated TEPPCO Retirement Cash Balance Plan, effective January 1, 2002
(Filed as Exhibit 10.47 to Form 10-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the year ended December 31, 2002, and incorporated herein by reference).10.24
    
    Formation Agreement between Panhandle Eastern Pipe Line Company and Marathon
Ashland Petroleum LLC and TE Products Pipeline Company, Limited Partnership, dated as
of August 10, 2000 (Filed as Exhibit 10.48 to Form 10-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the year ended December 31, 2002, and incorporated
herein by reference).10.25
    
    Amended and Restated Limited Liability Company Agreement of Centennial
Pipeline LLC dated as of August 10, 2000 (Filed as Exhibit 10.49 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.26
    
    Guaranty Agreement, dated as of September 27, 2002, between TE Products
Pipeline Company, Limited Partnership and Marathon Ashland Petroleum LLC for Note
Agreements of Centennial Pipeline LLC (Filed as Exhibit 10.50 to Form 10-K of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the year ended December 31, 2002, and
incorporated herein by reference).10.27
    
    LLC Membership Interest Purchase Agreement By and Between CMS Panhandle
Holdings, LLC, As Seller and Marathon Ashland Petroleum LLC and TE Products Pipeline
Company, Limited Partnership, Severally as Buyers, dated February 10, 2003 (Filed as
Exhibit 10.51 to Form 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the year ended December 31, 2002, and incorporated herein by reference).




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##### Table of Contents



10.28
    
    Joint Development Agreement between TE Products Pipeline Company, Limited
Partnership and Louis Dreyfus Plastics Corporation dated February 10, 2000 (Filed as
Exhibit 10.52 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended March 31, 2003, and incorporated herein by reference).10.29
    
    Credit Agreement among TEPPCO Partners, L.P. as Borrower, SunTrust Bank as
Administrative Agent and LC Issuing Bank and The Lenders Party Hereto, as Lenders,
dated as of June 27, 2003 ($550,000,000 Revolving Facility) (Filed as Exhibit 10.52 to
Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
June 30, 2003, and incorporated herein by reference).10.30
    
    Agreement of Limited Partnership of Mont Belvieu Storage Partners, L.P. dated
effective January 21, 2003. (Filed as Exhibit 10.53 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter ended September 30, 2003, and
incorporated herein by reference).10.31
    
    Letter of Agreement Clarifying Rights and Obligations of the Parties Under the
Mont Belvieu Storage Partners, L.P., Partnership Agreement and the Mont Belvieu
Venture, LLC, LLC Agreement, dated October 25, 2003 (Filed as Exhibit 10.54 to Form
10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for the quarter ended
September 30, 2003, and incorporated herein by reference).10.32
    
    Amended and Restated Credit Agreement among TEPPCO Partners, L.P., as
Borrower, SunTrust Bank, as Administrative Agent and LC Issuing Bank and The Lenders
Party Hereto, as Lenders dated as of October 21, 2004 ($600,000,000 Revolving Facility)
(Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) dated as of October 21, 2004 and incorporated herein by reference).10.33+
    
    Texas Eastern Products Pipeline Company Amended and Restated Non-employee Directors
Deferred Compensation Plan, effective April 1, 2002 (Filed as Exhibit 10.42 to Form
10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of December 31,
2004 and incorporated herein by reference).10.34+
    
    Texas Eastern Products Pipeline Company Second Amended and Restated Non-employee
Directors Unit Accumulation Plan, effective January 1, 2004 (Filed as Exhibit 10.41 to
From 10-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of December
31, 2004 and incorporated herein by reference).10.35
    
    First Amendment to Amended and Restated Credit Agreement, dated as of February
23, 2005, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders, Wachovia Bank, National Association, as Syndication Agent, and BNP Paribas,
JPMorgan Chase Bank, N.A. and KeyBank, N.A. as Co-Documentation Agents (Filed as
Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) dated
as of February 24, 2005 and incorporated herein by reference).10.36+
    
    Supplemental Agreement to Employment Agreement between the Company and Barry R. Pearl
dated as of February 23, 2005 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the quarter ended March 31, 2005 and
incorporated herein by reference).10.37+
    
    Supplemental Form Agreement to Form of Employment Agreement between the Company and
John N. Goodpasture, Stephen W. Russell, C. Bruce Shaffer and Barbara A. Carroll dated
as of February 23, 2005 (Filed as Exhibit 10.3 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2005 and incorporated
herein by reference).10.38+
    
    Supplemental Form Agreement to Form of Employment and Agreement between the Company
and Thomas R. Harper, Charles H. Leonard, James C. Ruth and Leonard W. Mallett dated as
of February 23, 2005 (Filed as Exhibit 10.4 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended March 31, 2005 and incorporated
herein by reference).10.39+
    
    Amendments to the TEPPCO Retirement Cash Balance Plan and the TEPPCO Supplemental
Benefit Plan dated as of May 27, 2005 (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2005 and
incorporated herein by reference).




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##### Table of Contents



10.40+
    
    Agreement and Release between Charles H. Leonard and Texas Eastern Products Pipeline
Company, LLC dated as of July 11, 2005 (Filed as Exhibit 10.2 to Form 10-Q of TEPPCO
Partners, L.P. (Commission File No. 1-10403) for the quarter ended June 30, 2005 and
incorporated herein by reference).10.41
    
    Third 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 and Enterprise Products OLPGP, Inc., Enterprise GP Holdings
L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline
Company, LLC, TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated August 15, 2005, but effective as
of February 24, 2005 (Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P.
(Commission File No. 1-10403) dated August 19, 2005 and incorporated herein by
reference).10.42
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of
December 13, 2005, by and among TEPPCO Partners, L.P., the Borrower, several banks and
other financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent
for the Lenders, Wachovia Bank, National Association, as Syndication Agent, and BNP
Paribas, JPMorgan Chase Bank, N.A. and KeyBank, N.A., as Co-Documentation Agents
(Filed as Exhibit 99.1 to Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) dated as of December 13, 2005 and incorporated herein by reference).10.43+
    
    Agreement and Release between Barry R. Pearl and Texas Eastern Products Pipeline
Company, LLC dated as of December 30, 2005 (Filed as Exhibit 10.52 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2005 and incorporated herein by reference).10.44+
    
    Agreement and Release between James C. Ruth and Texas Eastern Products Pipeline
Company, LLC dated as of January 25, 2006 (Filed as Exhibit 10.53 to Form 10-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) for the year ended December 31,
2005 and incorporated herein by reference).10.45+
    
    Texas Eastern Products Pipeline Company, LLC 2000 Long Term Incentive Plan Notice of
2006 Award (Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the quarter ended June 30, 2006 and incorporated herein by
reference).10.46+
    
    Texas Eastern Products Pipeline Company, LLC 2005 Phantom Unit Plan Notice of 2006
Award (Filed as Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended June 30, 2006 and incorporated herein by reference).10.47
    
    Third Amendment to Amended and Restated Credit Agreement, dated as of July 31,
2006, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders and as the LC Issuing Bank, Wachovia Bank, National Association, as Syndication
Agent, and BNP Paribas, JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland Plc,
as Co-Documentation Agents (Filed as Exhibit 10.3 to Current Report on Form 8-K of
TEPPCO Partners, L.P. (Commission File No. 1-10403) dated as of August 3, 2006 and
incorporated herein by reference).10.48
    
    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., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP Operating Partnership, L.P.,
EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern Products Pipeline Company, LLC,
TE Products Pipeline Company, Limited Partnership, TEPPCO Midstream Companies, L.P.,
TCTM, L.P. and TEPPCO GP, Inc. dated January 30, 2007, but effective as of February 5,
2007 (Filed as Exhibit 10.18 to Current Report on Form 8-K




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##### Table of Contents



of Duncan Energy Partners L.P. (Commission File No. 1-33266) filed February
5, 2007 and incorporated herein by reference).10.49+
    
    Form of Supplemental Agreement to Employment Agreement between Texas Eastern Products
Pipeline Company, LLC and assumed by EPCO, Inc., and John N. Goodpasture, Samuel N.
Brown and J. Michael Cockrell (Filed as Exhibit 10.62 to Form 10-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.50+
    
    Form of Retention Agreement (Filed
as Exhibit 10.63 to Form 10-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) for the year ended December 31, 2006 and
incorporated herein by reference).10.51
    
    First Amendment to the 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., Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., EPE Holdings, LLC, TEPPCO Partners, L.P., Texas Eastern
Products Pipeline Company, LLC, TE Products Pipeline Company, Limited Partnership,
TEPPCO Midstream Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated February 28,
2007 (Filed as Exhibit 10.8 to Form 10-K of Enterprise Products Partners L.P.
(Commission File No. 1-14323) for the year ended December 31, 2006 and incorporated
herein by reference).16
    
    Letter from KPMG LLP to the Securities and Exchange Commission dated April 11,
2006 (Filed as Exhibit 16.1 to Current Report on Form 8-K of TE Products Pipeline
Company, Limited Partnership (Commission File No. 1-13603) filed April 11, 2006 and
incorporated herein by reference).23.1*
    
    Consent of Deloitte & Touche LLP.23.2*
    
    Consent of KPMG LLP.31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1*
    
    Item 13 Disclosure from Parent Partnership Form 10-K.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement.