##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-32610
 ENTERPRISE GP HOLDINGS L.P.
  Delaware
    
    13-4297064(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 1100 Louisiana, 10th Floor
Houston, Texas 77002
 (713) 381-6500
  þ o
  o þ o
  o þ




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##### 



ENTERPRISE GP HOLDINGS L.P.
TABLE OF CONTENTS
 Page No.PART I. FINANCIAL INFORMATION.Item 1.
    
    Financial Statements.Unaudited Condensed Consolidated Balance Sheets
    
    
    2Unaudited Condensed Statements of Consolidated Operations
    
    
    3Unaudited Condensed Statements of Consolidated Comprehensive Income
    
    
    4Unaudited Condensed Statements of Consolidated Cash Flows
    
    
    5Unaudited Condensed Statements of Consolidated Partners Equity
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements:1. Partnership Organization and Basis of Financial Statement Presentation
    
    
    72. Parent Company Financial Information
    
    
    103. General Accounting Policies and Related Matters
    
    
    154. Business Segments
    
    
    195.
Accounting for Unit-Based Awards
    
    
    256. Financial Instruments
    
    
    317. Inventories
    
    
    338. Property, Plant and Equipment
    
    
    359. Investments in and Advances to Unconsolidated Affiliates
    
    
    3610. Intangible Assets and Goodwill
    
    
    3911. Debt Obligations
    
    
    4112. Partners Equity and Distributions
    
    
    4713. Related Party Transactions
    
    
    4914. Earnings Per Unit
    
    
    5115. Commitments and Contingencies
    
    
    5316. Significant Risks and Uncertainties  Weather-Related Risks
    
    
    5717. Supplemental Cash Flow Information
    
    
    5718. Subsequent Event
    
    
    58Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    60Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
    
    
    82Item 4.
    
    Controls and Procedures.
    
    
    85PART II. OTHER INFORMATION.Item 1.
    
    Legal Proceedings.
    
    
    85Item 1A.
    
    Risk Factors.
    
    
    85Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    109Item 3.
    
    Defaults upon Senior Securities.
    
    
    109Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    109Item 5.
    
    Other Information.
    
    
    109Item 6.
    
    Exhibits.
    
    
    109Signatures
    
    
    112Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 1350Certification Pursuant to Section 1350
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##### Table of Contents



PART I. FINANCIAL INFORMATION.
 
 Item 1. Financial Statements .
 ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (See Note 2 for Parent Company Financial Information)
 (Dollars in thousands)
 June 30,
    
    December 31,2007
    
    2006 *ASSETSCurrent assets:Cash and cash equivalents
    
    $
    69,208
    
    
    $
    23,290Restricted cash
    
    
    23,359
    
    
    
    23,667Accounts and notes receivable  trade (net of allowance for doubtful accounts
of $22,978 at June 30, 2007 and $23,506 at December 31, 2006)
    
    
    2,456,857
    
    
    
    2,202,507Accounts
receivable - related parties
    
    
    3,048
    
    
    
    2,008Inventories
    
    
    428,242
    
    
    
    497,356Prepaid and other current assets
    
    
    210,658
    
    
    
    154,409Total current assets
    
    
    3,191,372
    
    
    
    2,903,237Property, plant and equipment at cost, net
    
    
    13,228,737
    
    
    
    12,112,973Investments in and advances to unconsolidated affiliates
    
    
    2,559,902
    
    
    
    784,756Intangible assets(net of accumulated amortization of $482,888 at
June 30, 2007 and $420,800 at December 31, 2006)
    
    
    1,870,795
    
    
    
    1,938,953Goodwill
    
    
    807,251
    
    
    
    806,971Deferred tax asset
    
    
    2,369
    
    
    
    1,855Other assets
    
    
    174,402
    
    
    
    151,146Total assets
    
    $
    21,834,828
    
    
    $
    18,699,891LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Current maturities of long-term debt (see Note 11)
    
    $
    1,079,194
    
    
    $
    Accounts payable  trade
    
    
    340,589
    
    
    
    300,967Accounts payable  related parties
    
    
    12,373
    
    
    
    18,598Accrued gas payables
    
    
    2,459,563
    
    
    
    1,377,420Accrued expenses
    
    
    53,489
    
    
    
    870,769Accrued interest
    
    
    142,059
    
    
    
    126,904Other current liabilities
    
    
    233,544
    
    
    
    270,235Total current liabilities
    
    
    4,320,811
    
    
    
    2,964,893Long-term debt(See Note 11)
    
    
    8,601,696
    
    
    
    7,053,877Deferred tax liabilities
    
    
    17,307
    
    
    
    14,375Other long-term liabilities
    
    
    144,886
    
    
    
    107,678Minority interest
    
    
    7,286,111
    
    
    
    7,118,819Commitments and contingenciesPartners equity:Limited partners:Units (88,884,116 units outstanding at June 30, 2007 and
December 31, 2006)
    
    
    659,204
    
    
    
    680,919Class B units (14,173,304 units outstanding at June 30, 2007 and
December 31, 2006)
    
    
    360,746
    
    
    
    357,083Class C units (16,000,000 units outstanding at June 30, 2007 and
December 31, 2006)
    
    
    380,665
    
    
    
    380,665General partner
    
    
    16
    
    
    
    15Accumulated other comprehensive income
    
    
    63,386
    
    
    
    21,567Total partners equity
    
    
    1,464,017
    
    
    
    1,440,249Total liabilities and partners equity
    
    $
    21,834,828
    
    
    $
    18,699,891
 
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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(See Note 2 for Parent Company Financial Information)
(Dollars in thousands, except per unit amounts)
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006*
    
    2007
    
    2006*Revenues:Third parties
    
    $
    6,179,514
    
    
    $
    5,823,210
    
    
    $
    11,464,053
    
    
    $
    11,521,298Related parties
    
    
    114,756
    
    
    
    101,954
    
    
    
    170,492
    
    
    
    186,631Total
    
    
    6,294,270
    
    
    
    5,925,164
    
    
    
    11,634,545
    
    
    
    11,707,929Costs and expenses:Operating costs and expenses:Third parties
    
    
    5,857,216
    
    
    
    5,559,383
    
    
    
    10,794,288
    
    
    
    10,940,575Related parties
    
    
    113,920
    
    
    
    104,292
    
    
    
    220,200
    
    
    
    229,209Total operating costs and expenses
    
    
    5,971,136
    
    
    
    5,663,675
    
    
    
    11,014,488
    
    
    
    11,169,784General and administrative costs:Third parties
    
    
    4,129
    
    
    
    9,137
    
    
    
    5,069
    
    
    
    16,468Related parties
    
    
    25,992
    
    
    
    18,081
    
    
    
    45,643
    
    
    
    34,275Total general and administrative costs
    
    
    30,121
    
    
    
    27,218
    
    
    
    50,712
    
    
    
    50,743Total costs and expenses
    
    
    6,001,257
    
    
    
    5,690,893
    
    
    
    11,065,200
    
    
    
    11,220,527Equity in income (loss) of unconsolidated affiliates
    
    
    (6,966
    )
    
    
    10,687
    
    
    
    (1,443
    )
    
    
    15,705Operating income
    
    
    286,047
    
    
    
    244,958
    
    
    
    567,902
    
    
    
    503,107Other income (expense):Interest expense
    
    
    (116,222
    )
    
    
    (77,844
    )
    
    
    (204,347
    )
    
    
    (159,128
    )Interest income
    
    
    3,206
    
    
    
    1,653
    
    
    
    5,761
    
    
    
    3,801Other, net
    
    
    673
    
    
    
    2,210
    
    
    
    60,535
    
    
    
    2,943Other expense
    
    
    (112,343
    )
    
    
    (73,981
    )
    
    
    (138,051
    )
    
    
    (152,384
    )Income before provision for taxes and minority interest
    
    
    173,704
    
    
    
    170,977
    
    
    
    429,851
    
    
    
    350,723Provision for income taxes
    
    
    1,651
    
    
    
    (6,785
    )
    
    
    (7,152
    )
    
    
    (9,677
    )Minority interest
    
    
    (153,852
    )
    
    
    (133,253
    )
    
    
    (347,742
    )
    
    
    (279,540
    )Income before the cumulative effect of change in accounting principle
    
    
    21,503
    
    
    
    30,939
    
    
    
    74,957
    
    
    
    61,506Cumulative effect of change in accounting principle (see Note 3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96Net income
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,602Net income allocation:(see Note 14)Limited partners
    
    $
    21,501
    
    
    $
    30,936
    
    
    $
    74,950
    
    
    $
    61,596General partner
    
    $
    2
    
    
    $
    3
    
    
    $
    7
    
    
    $
    6Earning per unit:(see Note 14)Basic and diluted income per unit before change in accounting principle
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60Basic and diluted income per unit
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60
 
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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
COMPREHENSIVE INCOME
(Dollars in thousands)
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006*
    
    2007
    
    2006*Net income
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,602Other comprehensive income:Cash flow hedges:Net commodity financial instrument
gains (losses) during period
    
    
    27,432
    
    
    
    (6,313
    )
    
    
    42,454
    
    
    
    (6,062
    )Less: Amortization of cash flow financing hedges
    
    
    (1,198
    )
    
    
    (1,052
    )
    
    
    (2,287
    )
    
    
    (2,093
    )Total cash flow hedges
    
    
    26,234
    
    
    
    (7,365
    )
    
    
    40,167
    
    
    
    (8,155
    )Foreign currency translation adjustment
    
    
    148
    
    
    
    
    
    
    
    549
    
    
    
    Total other comprehensive income
    
    
    26,382
    
    
    
    (7,365
    )
    
    
    40,716
    
    
    
    (8,155
    )Comprehensive income
    
    $
    47,885
    
    
    $
    23,574
    
    
    $
    115,673
    
    
    $
    53,447
 
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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(See Note 2 for Parent Company Financial Information)
(Dollars in thousands)
 For the Six MonthsEnded June 30,2007
    
    2006*Operating activities:Net income
    
    $
    74,957
    
    
    $
    61,602Adjustments to reconcile net income to net cash
flows provided by operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    303,711
    
    
    
    270,278Depreciation and amortization in general and administrative costs
    
    
    4,928
    
    
    
    3,820Amortization in interest expense
    
    
    777
    
    
    
    1,825Equity in income (loss) of unconsolidated affiliates
    
    
    1,443
    
    
    
    (15,705
    )Distributions received from unconsolidated affiliates
    
    
    51,370
    
    
    
    36,645Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (96
    )Operating lease expense paid by EPCO, Inc.
    
    
    1,053
    
    
    
    1,056Minority interest
    
    
    347,742
    
    
    
    279,540Gain on sale of assets
    
    
    (67,158
    )
    
    
    (1,594
    )Loan fee write off
    
    
    566
    
    
    
    Deferred income tax expense
    
    
    3,433
    
    
    
    9,676Changes in fair market value of financial instruments
    
    
    (302
    )
    
    
    Net effect of changes in operating accounts (see Note 18)
    
    
    11,738
    
    
    
    67,785Net cash flows provided by operating activities
    
    
    734,258
    
    
    
    714,832Investing activities:Capital expenditures
    
    
    (1,404,604
    )
    
    
    (755,636
    )Contributions in aid of construction costs
    
    
    48,570
    
    
    
    34,940Proceeds from sale of assets
    
    
    165,159
    
    
    
    2,005Decrease (increase) in restricted cash
    
    
    308
    
    
    
    (6,703
    )Cash used for business combinations
    
    
    (3,285
    )
    
    
    (108
    )Investments in unconsolidated affiliates
    
    
    (1,885,530
    )
    
    
    (20,921
    )Advances (to) from unconsolidated affiliates
    
    
    (11,251
    )
    
    
    10,878Net cash used in investing activities
    
    
    (3,090,633
    )
    
    
    (735,545
    )Financing activities:Borrowings under debt agreements
    
    
    5,575,295
    
    
    
    1,764,050Repayments of debt
    
    
    (2,918,224
    )
    
    
    (1,692,393
    )Debt issuance costs
    
    
    (18,328
    )
    
    
    (1,399
    )Distributions paid to partners
    
    
    (63,558
    )
    
    
    (51,113
    )Contribution from partners
    
    
    100
    
    
    
    Repurchase of unit-based awards from former officer
    
    
    (1,568
    )
    
    
    Settlement of cash flow hedging financial instruments
    
    
    43,858
    
    
    
    Distributions paid to minority interests
    
    
    (523,497
    )
    
    
    (451,361
    )Cash distribution paid to former owners of TEPPCO interests
    
    
    (29,760
    )
    
    
    (27,836
    )Contributions from minority interests
    
    
    338,365
    
    
    
    463,423Net cash provided by financing activities
    
    
    2,402,683
    
    
    
    3,371Effect of exchange rate changes on cash
    
    
    (390
    )
    
    
    Net change in cash and cash equivalents
    
    
    46,308
    
    
    
    (17,342
    )Cash and cash equivalents, January 1
    
    
    23,290
    
    
    
    42,768Cash and cash equivalents, June 30
    
    $
    69,208
    
    
    $
    25,426
 
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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
(See Note 12 for Unit History and Detail of Changes in Limited Partners Equity)
(Dollars in thousands)
 Limited
    
    GeneralPartners
    
    Partner
    
    AOCI
    
    TotalBalance, December 31, 2006 *
    
    $
    1,418,667
    
    
    $
    15
    
    
    $
    21,567
    
    
    $
    1,440,249Net income
    
    
    74,950
    
    
    
    7
    
    
    
    
    
    
    
    74,957Operating leases paid by EPCO, Inc.
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54Cash distributions to partners
    
    
    (63,552
    )
    
    
    (6
    )
    
    
    
    
    
    
    (63,558
    )Cash distributions to former owners of
TEPPCO interests
    
    
    (29,760
    )
    
    
    
    
    
    
    
    
    
    
    (29,760
    )Contribution from partners
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    100Change in funded status of pension and
postretirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    1,103
    
    
    
    1,103Amortization of equity awards
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    156Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    549
    
    
    
    549Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    40,167
    
    
    
    40,167Balance, June 30, 2007
    
    $
    1,400,615
    
    
    $
    16
    
    
    $
    63,386
    
    
    $
    1,464,017
 
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ENTERPRISE GP HOLDINGS L.P.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1. Partnership Organization and Basis of Financial Statement Presentation
 Partnership Organization
          7




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Basis of Financial Statement Presentation
      §
    
    Ownership of 100% of the membership interests in TEPPCO GP (i.e., the 2% general
partner interest in TEPPCO) and deemed amounts of IDRs for all
periods presented. See Note 2 for information regarding
TEPPCOs IDRs. The
economic benefit of the IDRs to the parent company for periods prior to December 2006 is
equal to: (i) the benefit that would have been received by the parent company at the
current 25% threshold using historical distribution rates plus (ii) an incremental amount
of benefit that would have been received in connection with the IDRs associated with
4,400,000 of the 14,091,275 common units issued by TEPPCO in December 2006 as a result of
the conversion of IDRs above the 25% threshold. Affiliates of EPCO (e.g. Duncan Family
Interests, Inc. (DFI) and DFI GP Holdings, L.P. (DFIGP)) have been deemed to retain
the economic benefit of IDRs associated with the remaining 9,691,275 common units issued
by TEPPCO in December 2006. After December 2006, net income reflects current IDRs (i.e., capped at the 25% threshold).§
    
    Ownership of 4,400,000 common units of TEPPCO since the date of issuance to affiliates
of EPCO in December 2006.
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Earnings Recognition from Investments in TEPPCO
January 1, 2005 to June 30, 2007
 
      9




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Note 2. Parent Company Financial Information
   Investment in Enterprise Products Partners
  §
    
    2% of quarterly cash distributions up to $0.253 per unit paid by Enterprise
Products Partners;§
    
    15% of quarterly cash distributions from $0.253 per unit up to $0.3085 per unit
paid by Enterprise Products Partners; and§
    
    25% of quarterly cash distributions that exceed $0.3085 per unit paid by Enterprise
Products Partners.
  10




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Investment
in TEPPCO
   Investment in TEPPCO (4,400,000 common units)
    
    $
    148,098Investment in TEPPCO GP (100% membership interest)
    
    
    591,636Investment in TEPPCO
    
    $
    739,734
  §
    
    2% of quarterly cash distributions up to $0.275 per unit paid by TEPPCO;§
    
    15% of quarterly cash distributions from $0.276 per unit up to $0.325 per unit paid
by TEPPCO; and§
    
    25% of quarterly cash distributions that exceed $0.325 per unit paid by TEPPCO.
    Investment
in Energy Transfer Equity
  11




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##### Table of Contents



Investment in Energy Transfer Equity (38,976,090 common units)
    
    $
    1,636,996Investment in ETEGP (approx. 34.9% membership interest)
    
    
    12,338Total Investment in Energy Transfer Equity & ETEGP
    
    $
    1,649,334
  §
    
    2% of quarterly cash distributions up to $0.275 per unit paid by ETP;§
    
    15% of quarterly cash distributions from $0.275 per unit up to $0.3175 per unit
paid by ETP;§
    
    25% of quarterly cash distributions from $0.3175 per unit up $0.4125 per unit paid
by ETP; and§
    
    50% of quarterly cash distributions that exceed $0.4125 per unit paid by ETP.
    12




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Parent
Company Statements of Cash Flows
  For the Six MonthsEnded June 30,2007
    
    2006Operating activities:Net income
    
    $
    74,957
    
    
    $
    61,602Adjustments to reconcile net income to net cash flows
provided by operating activities:Amortization of debt issue costs
    
    
    988
    
    
    
    170Amortization of equity awards
    
    
    29
    
    
    
    16Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (18
    )Equity in income of unconsolidated affiliates
    
    
    (101,151
    )
    
    
    (67,064
    )Cash distributions received from unconsolidated affiliates
    
    
    102,334
    
    
    
    87,014Net effect of changes in operating accounts
    
    
    8,841
    
    
    
    (5,008
    )Net cash flows provided by operating activities
    
    
    85,998
    
    
    
    76,712Investing activities:Investments in unconsolidated affiliates
    
    
    (1,650,010
    )
    
    
    (8,890
    )Cash used in investing activities
    
    
    (1,650,010
    )
    
    
    (8,890
    )Financing activities:Net borrowings under parent company credit facility
    
    
    1,662,194
    
    
    
    12,000Debt issuance costs
    
    
    (5,250
    )
    
    
    (1,018
    )Contribution from partners
    
    
    100
    
    
    
    Cash distribution paid by former owners of TEPPCO interests
    
    
    (29,760
    )
    
    
    (27,836
    )Distributions paid to partners
    
    
    (63,559
    )
    
    
    (51,113
    )Cash provided by (used in) financing activities
    
    
    1,563,725
    
    
    
    (67,967
    )Net change in cash and cash equivalents
    
    
    (287
    )
    
    
    (145
    )Cash and cash equivalents, January 1
    
    
    783
    
    
    
    509Cash and cash equivalents, June 30
    
    $
    496
    
    
    $
    364
   For the Six MonthsEnded June 30,2007
    
    2006Cash distributions from investees:Investment in Enterprise Products Partners (EPD):From 13,454,498 common units of EPD
    
    $
    12,681
    
    
    $
    11,874From 2% general partner interest in EPD
    
    
    6,362
    
    
    
    7,193From general partner incentive distribution rights in distributions of EPD
    
    
    53,531
    
    
    
    40,111Investment in TEPPCO:From 4,400,000 common units of TEPPCO
    
    
    5,984
    
    
    
    5,220From 2% general partner interest in TEPPCO
    
    
    2,492
    
    
    
    1,928From general partner incentive distribution rights in distributions of TEPPCO
    
    
    21,284
    
    
    
    20,688Total cash distributions from unconsolidated affiliates
    
    $
    102,334
    
    
    $
    87,014Distributions by the parent company:EPCO and affiliates
    
    $
    55,129
    
    
    $
    44,334Public
    
    
    8,424
    
    
    
    6,774General partner interest
    
    
    6
    
    
    
    5Total distributions by the parent company
    
    $
    63,559
    
    
    $
    51,113
 13




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##### Table of Contents



Parent
Company Balance Sheet
  June 30,
    
    December 31,2007
    
    2006ASSETSCurrent assets
    
    $
    5,553
    
    
    $
    2,928Investments:Investment in Enterprise Products Partners
    
    
    832,487
    
    
    
    840,933Investment in TEPPCO
    
    
    746,138
    
    
    
    730,823Investment in Energy Transfer Equity
    
    
    1,652,275
    
    
    
    Total investments
    
    
    3,230,900
    
    
    
    1,571,756Other assets
    
    
    68
    
    
    
    340Total assets
    
    $
    3,236,521
    
    
    $
    1,575,024LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    92
    
    
    $
    Accounts payable  affiliates
    
    
    152
    
    
    
    Accrued interest payable
    
    
    10,058
    
    
    
    573Current maturities of long term debt
    
    
    1,079,194
    
    
    
    Other current liabilities
    
    
    82
    
    
    
    450Total current liabilities
    
    
    1,089,578
    
    
    
    1,023Long term debt(see Note 11)
    
    
    738,000
    
    
    
    155,000Partners equity
    
    
    1,408,943
    
    
    
    1,419,001Total liabilities and partners equity
    
    $
    3,236,521
    
    
    $
    1,575,024
     14




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##### Table of Contents



Parent
Company Income Statements
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Equity in income of unconsolidated affiliates:Investment in Enterprise Products Partners,
including EPGP
    
    $
    31,934
    
    
    $
    25,342
    
    
    $
    61,596
    
    
    $
    50,450Investment in TEPPCO, including TEPPCO GP
    
    
    9,554
    
    
    
    8,305
    
    
    
    36,781
    
    
    
    16,614Investment in Energy Transfer Equity, including ETEGP
    
    
    2,774
    
    
    
    
    
    
    
    2,774
    
    
    
    Total equity in income of unconsolidated affiliates
    
    
    44,262
    
    
    
    33,647
    
    
    
    101,151
    
    
    
    67,064General and administrative costs
    
    
    630
    
    
    
    411
    
    
    
    1,529
    
    
    
    1,129Operating income
    
    
    43,632
    
    
    
    33,236
    
    
    
    99,622
    
    
    
    65,935Other income (expense):Interest expense
    
    
    (22,162
    )
    
    
    (2,310
    )
    
    
    (24,718
    )
    
    
    (4,377
    )Interest income
    
    
    33
    
    
    
    13
    
    
    
    53
    
    
    
    26Income before cumulative effect of change in
accounting principle
    
    
    21,503
    
    
    
    30,939
    
    
    
    74,957
    
    
    
    61,584Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Net income
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,602
  
 Note 3. General Accounting Policies and Related Matters
 Consolidation Policy
    15




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##### Table of Contents



Cumulative Effect of Change in Accounting Principle
  Employee Benefit Plans
   Defined Contribution Plan.
 Pension and Postretirement Benefit Plans.
 Environmental Costs
    16




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##### Table of Contents



Estimates
  Income Taxes
   Minority Interest
  17




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##### Table of Contents



June 30,
    
    December 31,2007
    
    2006Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners(1)
    
    $
    5,112,829
    
    
    $
    5,219,349Related party owners of Enterprise Products Partners(2)
    
    
    336,009
    
    
    
    395,591Limited partners of Duncan Energy Partners:Third-party owners of Duncan Energy Partners(3)
    
    
    293,510
    
    
    
    Related party former owners of TEPPCO GP (4)
    
    
    
    
    
    
    (13,098
    )Limited partners of TEPPCO:Third-party owners of TEPPCO (1)
    
    
    1,408,502
    
    
    
    1,384,557Related party owners of TEPPCO (2)
    
    
    (5,894
    )
    
    
    3,290Joint venture partners(5)
    
    
    141,155
    
    
    
    129,130Total minority interest on consolidated balance sheet
    
    $
    7,286,111
    
    
    $
    7,118,819
 
 (1)
    
    Consists of non-affiliate public unitholders of Enterprise Products Partners and TEPPCO.(2)
    
    Consists of unitholders of Enterprise Products Partners and TEPPCO that are related party affiliates of the parent company. This group is primarily comprised
of EPCO and certain of its private company consolidated subsidiaries.(3)
    
    Consists of non-affiliate public unitholders of Duncan Energy Partners. On February 5, 2007, Duncan Energy Partners completed its initial public offering of
14,950,000 common units. A wholly owned operating subsidiary of Enterprise Products Partners owns the general partner of Duncan Energy Partners; therefore,
Enterprise Products Partners consolidates the financial statements of Duncan Energy Partners with those of its own. For financial accounting and reporting
purposes, the public owners of Duncan Energy Partners are presented as minority interest in our consolidated financial statements effective February 1, 2007.(4)
    
    Represents ownership interests in the top 25% of TEPPCO GP incentive distribution rights held by DFI and DFIGP (see Note 1, Basis of Presentation) .(5)
    
    Represents third-party ownership interests in joint ventures that we consolidate, including Seminole, Dixie, Tri-States Pipeline LLC (Tri-States),
Independence Hub LLC (Independence Hub), Wilprise Pipeline Company LLC (Wilprise) and Belle Rose NGL Pipeline LLC (Belle Rose).  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Limited partners of Enterprise Products Partners
    
    $
    110,004
    
    
    $
    99,802
    
    
    $
    192,408
    
    
    $
    206,972Limited partners of Duncan Energy Partners
    
    
    3,283
    
    
    
    
    
    
    
    6,114
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    3,631
    
    
    
    
    
    
    
    8,788Limited partners of TEPPCO
    
    
    38,108
    
    
    
    29,282
    
    
    
    143,933
    
    
    
    61,044Joint venture partners
    
    
    2,457
    
    
    
    538
    
    
    
    5,287
    
    
    
    2,736Total
    
    $
    153,852
    
    
    $
    133,253
    
    
    $
    347,742
    
    
    $
    279,540
  18




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For the Six MonthsEnded June 30,2007
    
    2006Distributions paid to minority interests:Limited partners of Enterprise Products Partners
    
    $
    397,930
    
    
    $
    341,282Limited partners of Duncan Energy Partners
    
    
    3,648
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    11,497Limited partners of TEPPCO
    
    
    116,151
    
    
    
    94,451Joint venture partners
    
    
    5,768
    
    
    
    4,131Total distributions paid to minority interests
    
    $
    523,497
    
    
    $
    451,361Contributions from minority interests:Limited partners of Enterprise Products Partners
    
    $
    34,816
    
    
    $
    444,406Limited partners of Duncan Energy Partners
    
    
    291,044
    
    
    
    Joint venture partners
    
    
    12,505
    
    
    
    19,017Total contributions from minority interests
    
    $
    338,365
    
    
    $
    463,423
   Recent Accounting Developments
   
 Note 4. Business Segments
  19




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20




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##### Table of Contents



Reportable SegmentInvestment
    
    
    
    
    
    Investmentin
    
    
    
    
    
    inEnterprise
    
    Investment
    
    EnergyProducts
    
    in
    
    Transfer
    
    
    
    
    
    ConsolidatedPartners
    
    TEPPCO
    
    Equity
    
    Other
    
    TotalsRevenues from external customers:Three months ended June 30, 2007
    
    $
    4,076,573
    
    
    $
    2,102,941
    
    
    $
    
    
    
    $
    
    
    
    $
    6,179,514Three months ended June 30, 2006
    
    
    3,404,419
    
    
    
    2,418,791
    
    
    
    
    
    
    
    
    
    
    
    5,823,210Six months ended June 30, 2007
    
    
    7,335,185
    
    
    
    4,128,868
    
    
    
    
    
    
    
    
    
    
    
    11,464,053Six months ended June 30, 2006
    
    
    6,564,418
    
    
    
    4,956,880
    
    
    
    
    
    
    
    
    
    
    
    11,521,298Revenues from related parties:Three months ended June 30, 2007
    
    
    136,233
    
    
    
    (6,942
    )
    
    
    
    
    
    
    (14,535
    )
    
    
    114,756Three months ended June 30, 2006
    
    
    113,434
    
    
    
    5,498
    
    
    
    
    
    
    
    (16,978
    )
    
    
    101,954Six months ended June 30, 2007
    
    
    200,475
    
    
    
    2,283
    
    
    
    
    
    
    
    (32,266
    )
    
    
    170,492Six months ended June 30, 2006
    
    
    203,509
    
    
    
    9,248
    
    
    
    
    
    
    
    (26,126
    )
    
    
    186,631Total revenues:Three months ended June 30, 2007
    
    
    4,212,806
    
    
    
    2,095,999
    
    
    
    
    
    
    
    (14,535
    )
    
    
    6,294,270Three months ended June 30, 2006
    
    
    3,517,853
    
    
    
    2,424,289
    
    
    
    
    
    
    
    (16,978
    )
    
    
    5,925,164Six months ended June 30, 2007
    
    
    7,535,660
    
    
    
    4,131,151
    
    
    
    
    
    
    
    (32,266
    )
    
    
    11,634,545Six months ended June 30, 2006
    
    
    6,767,927
    
    
    
    4,966,128
    
    
    
    
    
    
    
    (26,126
    )
    
    
    11,707,929Equity income (loss):Three months ended June 30, 2007
    
    
    (7,311
    )
    
    
    (2,429
    )
    
    
    2,774
    
    
    
    
    
    
    
    (6,966
    )Three months ended June 30, 2006
    
    
    8,012
    
    
    
    2,675
    
    
    
    
    
    
    
    
    
    
    
    10,687Six months ended June 30, 2007
    
    
    (2,087
    )
    
    
    (2,130
    )
    
    
    2,774
    
    
    
    
    
    
    
    (1,443
    )Six months ended June 30, 2006
    
    
    12,041
    
    
    
    3,664
    
    
    
    
    
    
    
    
    
    
    
    15,705Operating income:Three months ended June 30, 2007
    
    
    213,349
    
    
    
    71,971
    
    
    
    2,774
    
    
    
    (2,047
    )
    
    
    286,047Three months ended June 30, 2006
    
    
    183,329
    
    
    
    60,474
    
    
    
    
    
    
    
    1,155
    
    
    
    244,958Six months ended June 30, 2007
    
    
    400,232
    
    
    
    175,817
    
    
    
    2,774
    
    
    
    (10,921
    )
    
    
    567,902Six months ended June 30, 2006
    
    
    378,289
    
    
    
    125,942
    
    
    
    
    
    
    
    (1,124
    )
    
    
    503,107Segment assets:At June 30, 2007
    
    
    15,169,131
    
    
    
    5,121,077
    
    
    
    1,652,275
    
    
    
    (107,655
    )
    
    
    21,834,828At December 31, 2006
    
    
    13,867,278
    
    
    
    4,870,662
    
    
    
    
    
    
    
    (38,049
    )
    
    
    18,699,891Investments in and advances
to unconsolidated affiliates (see Note 9):At June 30, 2007
    
    
    635,442
    
    
    
    273,303
    
    
    
    1,656,740
    
    
    
    (5,583
    )
    
    
    2,559,902At December 31, 2006
    
    
    444,189
    
    
    
    343,901
    
    
    
    
    
    
    
    (3,334
    )
    
    
    784,756Intangible Assets (see Note 10):At June 30, 2007
    
    
    950,260
    
    
    
    938,187
    
    
    
    
    
    
    
    (17,652
    )
    
    
    1,870,795At December 31, 2006
    
    
    1,003,955
    
    
    
    952,650
    
    
    
    
    
    
    
    (17,652
    )
    
    
    1,938,953Goodwill (see Note 10):At June 30, 2007
    
    
    590,647
    
    
    
    216,430
    
    
    
    
    
    
    
    174
    
    
    
    807,251At December 31, 2006
    
    
    590,541
    
    
    
    216,430
    
    
    
    
    
    
    
    
    
    
    
    806,971
 21




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Enterprise Products Partners
       22




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##### Table of Contents



TEPPCO
     23




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##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Revenues from external customers
    
    $
    44,387
    
    
    $
    39,004
    
    
    $
    96,830
    
    
    $
    60,009Revenues from related parties
    
    
    2,177
    
    
    
    1,250
    
    
    
    6,457
    
    
    
    6,692Total revenues
    
    
    46,564
    
    
    
    40,254
    
    
    
    103,287
    
    
    
    66,701Operating income
    
    
    23,704
    
    
    
    16,859
    
    
    
    43,922
    
    
    
    34,585
  June 30,
    
    December 31,2007
    
    2006Segment assets
    
    $
    203,090
    
    
    $
    138,357Intangible assets
    
    
    155,171
    
    
    
    160,313Goodwill
    
    
    2,776
    
    
    
    2,776
 Energy Transfer Equity
   24




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Note 5. Accounting for Unit-Based Awards
   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Parent Company:EPGP Unit Appreciation Rights
    
    $
    30
    
    
    $
    
    
    
    $
    64
    
    
    $
    Employee Partnerships
    
    
    24
    
    
    
    8
    
    
    
    31
    
    
    
    15EPCO 1998 Long-term Incentive Plan (1998 Plan)
    
    
    12
    
    
    
    12
    
    
    
    33
    
    
    
    74Total parent company
    
    
    66
    
    
    
    20
    
    
    
    128
    
    
    
    89Enterprise Products Partners:Employee Partnerships
    
    
    676
    
    
    
    550
    
    
    
    1,178
    
    
    
    1,1291998 Plan (1)
    
    
    6,300
    
    
    
    1,979
    
    
    
    7,767
    
    
    
    3,043DEPGP Unit Appreciation Rights
    
    
    26
    
    
    
    
    
    
    
    36
    
    
    
    Total Enterprise Products Partners
    
    
    7,002
    
    
    
    2,529
    
    
    
    8,981
    
    
    
    4,172TEPPCO:Employee Partnerships (2)
    
    
    126
    
    
    
    
    
    
    
    126
    
    
    
    1998 Plan (2)
    
    
    90
    
    
    
    30
    
    
    
    227
    
    
    
    661999 Phantom Unit Retention Plan (1999 Plan)
    
    
    341
    
    
    
    181
    
    
    
    782
    
    
    
    1812000 Long-Term Incentive Plan (2000 LTIP)
    
    
    122
    
    
    
    107
    
    
    
    302
    
    
    
    3192005 Phantom Unit Plan (2005 Phantom Unit Plan)
    
    
    328
    
    
    
    147
    
    
    
    541
    
    
    
    503EPCO 2006 TPP Long-Term Incentive Plan (2006
LTIP)
    
    
    104
    
    
    
    
    
    
    
    104
    
    
    
    Total TEPPCO
    
    
    1,111
    
    
    
    465
    
    
    
    2,082
    
    
    
    1,069Total consolidated expense
    
    $
    8,179
    
    
    $
    3,014
    
    
    $
    11,191
    
    
    $
    5,330
 
 (1)
    
    Amounts presented for the three and six months ended June 30, 2007 include $3.7 million associated with the resignation of a former
chief executive officer of Enterprise Products Partners.(2)
    
    Represents amounts allocated to TEPPCO in connection with the use of shared services under the EPCO Administrative Services Agreement. EPGP Unit Appreciation Rights
  25




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##### Table of Contents



EPCO Employee Partnerships
    EPE Unit III.
  §    
    Distributions of Cashflow Each quarter, 100% of the cash distributions received by
EPE Unit III from the parent company will be distributed to the Class A limited partner
until it has received an amount equal to the Class A preferred return (as defined below),
and any remaining distributions received by EPE Unit III will be distributed to the Class
B limited partners. The Class A preferred return equals 3.797% of the Class A limited
partners capital base. The Class A limited partners capital base equals approximately
$170.0 million plus any unpaid Class A preferred return from prior periods, less any
distributions made by EPE Unit III of proceeds from the sale of the parent companys units
owned by EPE Unit III (as described below).
 26




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##### Table of Contents



§    
    Liquidating Distributions Upon liquidation of EPE Unit III, units having a fair
market value equal to the Class A limited partner capital base will be distributed to a
private company affiliate of EPCO, plus any accrued Class A preferred return for the
quarter in which liquidation occurs. Any remaining units will be distributed to the Class
B limited partners.§    
    Sale Proceeds If EPE Unit III sells any of the 4,421,326 of the parent companys
units that it owns, the sale proceeds will be distributed to the Class A limited partner
and the Class B limited partners in the same manner as liquidating distributions described
above.
  1998 Plan
  Unit options
 Weighted-Weighted-
    
    averageaverage
    
    remaining
    
    AggregateNumber of
    
    strike price
    
    contractual
    
    IntrinsicUnits
    
    (dollars/unit)
    
    term (in years)
    
    Value(1)Outstanding at December 31, 2006
    
    
    2,416,000
    
    
    $
    23.32Granted (2)
    
    
    795,000
    
    
    
    30.96Exercised
    
    
    (230,500
    )
    
    
    18.89Settled (3)
    
    
    (710,000
    )
    
    
    24.35Outstanding at June 30, 2007
    
    
    2,270,500
    
    
    $
    26.12
    
    
    
    8.14
    
    
    $
    3,502Options exercisable at:June 30, 2007
    
    
    360,500
    
    
    $
    22.10
    
    
    
    4.52
    
    
    $
    3,502
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options at June 30, 2007.(2)
    
    These awards were granted in May 2007 and cliff vest in May 2011. The total grant date value of these awards was $2.1 million based on the
following assumptions: (i) expected life of the option of seven years; (ii) risk-free interest rate of 4.83%; (iii) expected distribution yield
on Enterprise Product Partners common units of 8.42%; and (iv) expected unit price volatility on Enterprise Products Partners units of
23.21%.(3)
    
    Reflects the settlement of options in connection with the resignation of a former chief executive officer of Enterprise Products Partners.   27




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##### Table of Contents



Restricted
units
 Weighted-Average GrantNumber of
    
    
    Date Fair ValueUnits
    
    
    per Unit
    
    (1)Restricted units at December 31, 2006
    
    
    1,105,237Granted (2)
    
    
    620,140
    
    
    $
    25.74Forfeited
    
    
    (16,000
    )
    
    $
    23.56Settled (3)
    
    
    (113,053
    )
    
    $
    23.24Restricted units at June 30, 2007
    
    
    1,596,324
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (including an allowance for forfeitures)
by the number of awards issued.(2)
    
    These awards were granted in May 2007 and cliff vest in May 2011. Aggregate grant date fair value of
restricted common unit awards issued during 2007 was $16.0 million based on a grant date market price of Enterprise
Products Partners common units ranging from $30.16 to $30.96 per unit and an estimated forfeiture rates ranging
from 9.2% to 17.0%.(3)
    
    Reflects the settlement of restricted units in connection with the resignation of a former chief executive
officer of Enterprise Products Partners.  DEPGP Unit Appreciation Rights
  28




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##### Table of Contents



1999 Plan
   2000 LTIP
    2005 Phantom Unit Plan
  29




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##### Table of Contents



2006 LTIP
   Unit options
 Weighted-Weighted-
    
    averageaverage
    
    remainingNumber of
    
    strike price
    
    contractualUnits
    
    (dollars/unit)
    
    term (in years)Granted in May 2007(1)
    
    
    155,000
    
    
    $
    45.35Outstanding at June 30, 2007
    
    
    155,000
    
    
    $
    45.35
    
    
    
    9.9
 
 (1)
    
    The total grant date value of these awards was $0.4 million based on the following assumptions (i)
expected life of option of 7 years; (ii) risk-free interest rate of 4.78%; (iii) expected distribution
yield on TEPPCO units of 7.92%; and (iv) expected unit price volatility on TEPPCO units of 18.03%.  Restricted
units.
 Weighted-Average GrantNumber of
    
    Date Fair ValueUnits
    
    per Unit(1)Restricted unit activity during May 2007:Granted (2)
    
    
    62,900
    
    
    $
    37.64Forfeited
    
    
    (500
    )
    
    $
    37.64Restricted units at June 30, 2007
    
    
    62,400
    
    
    $
    37.64
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (including an
allowance for forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted common unit awards issued during 2007 was
$2.4 million based on a grant date market price of TEPPCO common units of $43.35 per unit
and an estimated forfeiture rate of 17%. 30




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##### Table of Contents



Unit appreciation rights
 Phantom units
 
 Note 6. Financial Instruments
  Interest Rate Risk Hedging Program
 Enterprise Products Partners .
    31




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##### Table of Contents



TEPPCO .
   Commodity Risk Hedging Program
 Enterprise Products Partners
   TEPPCO .
  32




---



##### Table of Contents



Foreign Currency Hedging Program  Enterprise Products Partners
  
 Note 7. Inventories
  June 30,
    
    December 31,2007
    
    2006Investment in Enterprise Products Partners
    
    $
    335,622
    
    
    $
    423,844Investment in TEPPCO
    
    
    94,733
    
    
    
    73,512Eliminations
    
    
    (2,113
    )
    
    
    Total inventory
    
    $
    428,242
    
    
    $
    497,356
 Enterprise Products Partners
  June 30,
    
    December 31,2007
    
    2006Working inventory
    
    $
    325,539
    
    
    $
    387,973Forward-sales inventory
    
    
    10,083
    
    
    
    35,871Inventory
    
    $
    335,622
    
    
    $
    423,844
    33




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##### Table of Contents



TEPPCO
  June 30,
    
    December 31,2007
    
    2006Crude oil (1)
    
    $
    64,110
    
    
    $
    49,312Refined products and LPGs (2)
    
    
    14,403
    
    
    
    7,636Lubrication oils and specialty chemicals
    
    
    7,836
    
    
    
    7,500Materials and supplies (3)
    
    
    8,114
    
    
    
    8,348Other
    
    
    270
    
    
    
    716Total
    
    $
    94,733
    
    
    $
    73,512
 
 (1)
    
    At June 30, 2007 and December 31, 2006, the substantial majority of crude oil inventory was
subject to forward sales contracts.(2)
    
    Refined products and LPGs inventory is managed on a combined basis.(3)
    
    Includes inventories held by Jonah and its consolidated subsidiaries.  34




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##### Table of Contents



Note 8. Property, Plant and Equipment
  EstimatedUseful Life
    
    June 30,
    
    December 31,in Years
    
    2007
    
    2006Plants and pipelines (1)
    
    
    3-35
    (5)
    
    $
    11,632,361
    
    
    $
    10,775,966Underground and other storage facilities(2)
    
    
    5-35
    (6)
    
    
    895,365
    
    
    
    798,985Platforms and facilities(3)
    
    
    20-31
    
    
    
    591,272
    
    
    
    161,839Transportation equipment(4)
    
    
    3-10
    
    
    
    34,106
    
    
    
    27,012Land
    
    
    
    
    
    
    175,727
    
    
    
    189,716Construction in progress
    
    
    
    
    
    
    2,185,959
    
    
    
    2,213,759Total
    
    
    
    
    
    
    15,514,790
    
    
    
    14,167,277Less accumulated depreciation
    
    
    
    
    
    
    2,286,053
    
    
    
    2,054,304Property, plant and equipment, net
    
    
    
    
    
    $
    13,228,737
    
    
    $
    12,112,973
 
 (1)
    
    Plants and pipelines include processing plants; NGL, petrochemical, oil, refined products, and natural gas pipelines; terminal loading and unloading
facilities; office furniture and equipment; buildings; laboratory and shop equipment; and related assets.(2)
    
    Underground and other storage facilities include underground product storage caverns; storage tanks; water wells; and related assets.(3)
    
    Platforms and facilities include offshore platforms and related facilities and other associated assets.(4)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of assets included in this category are as follows: processing plants, 20-35 years; pipelines, 5-35 years; terminal
facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings 20-35 years; and laboratory and shop equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of assets included in this category are as follows: underground storage facilities, 5-35 years; storage tanks,
10-35 years; and water wells, 5-35 years.    June 30,
    
    December 312007
    
    2006Investment in Enterprise Products Partners
    
    $
    10,722,733
    
    
    $
    9,827,256Investment in TEPPCO
    
    
    2,506,004
    
    
    
    2,285,717Property, plant and equipment, net
    
    $
    13,228,737
    
    
    $
    12,112,973
 35




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##### Table of Contents



Note 9. Investments In and Advances to Unconsolidated Affiliates
  Ownership
    
    Investments in and advances toPercentage at
    
    unconsolidated affiliates atJune 30,
    
    June 30,
    
    December 31,2007
    
    2007
    
    2006Investment in Enterprise Products Partners:Venice Energy Service Company L.L.C. (VESCO)
    
    
    13.1
    %
    
    $
    42,340
    
    
    $
    39,618K/D/S Promix, L.L.C. (Promix)
    
    
    50
    %
    
    
    55,091
    
    
    
    46,140Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    25,057
    
    
    
    25,471Evangeline (1)
    
    
    49.5
    %
    
    
    3,641
    
    
    
    4,221Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    59,161
    
    
    
    62,324Cameron Highway Oil Pipeline Company (Cameron Highway)
    
    
    50
    %
    
    
    259,369
    
    
    
    60,216Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    113,345
    
    
    
    117,646Neptune Pipeline Company, L.L.C. (Neptune)
    
    
    25.7
    %
    
    
    56,676
    
    
    
    58,789Nemo Gathering Company, LLC (Nemo)
    
    
    33.9
    %
    
    
    2,637
    
    
    
    11,161Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    13,896
    
    
    
    13,912La Porte (2)
    
    
    50
    %
    
    
    4,229
    
    
    
    4,691Total Investment in Enterprise Products Partners segment
    
    
    
    
    
    
    635,442
    
    
    
    444,189Investment in TEPPCO:Seaway Crude Pipeline Company (Seaway)
    
    
    50
    %
    
    
    188,406
    
    
    
    194,587Centennial Pipeline LLC (Centennial) (3)
    
    
    50
    %
    
    
    78,930
    
    
    
    62,321Other
    
    
    25
    %
    
    
    383
    
    
    
    369MB Storage (4)
    
    
    
    
    
    
    
    
    
    
    83,290Total Investment in TEPPCO segment
    
    
    
    
    
    
    267,719
    
    
    
    340,567Investment in Energy Transfer Equity: (5)Energy Transfer Equity
    
    
    17.6
    %
    
    
    1,644,393
    
    
    
    ETEGP
    
    
    34.9
    %
    
    
    12,348
    
    
    
    Total Investment in Energy Transfer Equity segment
    
    
    
    
    
    
    1,656,741
    
    
    
    Consolidated total
    
    
    
    
    
    $
    2,559,902
    
    
    $
    784,756
 
 (1)
    
    Refers to ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.(2)
    
    Refers to ownership interests in La Porte Pipeline Company, L.P. and La Porte GP, LLC, collectively.(3)
    
    At June 30, 2007, Centennial had $140.0 million of project debt outstanding due in April 2024. A wholly-owned subsidiary of TEPPCO has guaranteed 50% of this debt. TEPPCO recorded a
stand-ready obligation of $9.9 million in connection with this guarantee during the second quarter of 2007.(4)
    
    Refers to TEPPCOs ownership interests in Mont Belvieu Storage Partners, L.P. and
Mont Belvieu Venture, LLC, collectively. On March 1, 2007, TEPPCO sold its ownership interests
in
these entities.(5)
    
    See Note 4 for information regarding the business of Energy Transfer Equity.   36




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##### Table of Contents



Investment in
    
    
    
    
    
    Investment inEnterprise
    
    
    
    
    
    EnergyProducts
    
    Investment in
    
    TransferPartners
    
    TEPPCO
    
    Equity
    
    TotalInitial excess cost amounts attributable to:Fixed Assets
    
    $
    52,233
    
    
    $
    30,277
    
    
    $
    572,588
    
    
    $
    655,098Goodwill
    
    
    
    
    
    
    
    
    
    
    294,640
    
    
    
    294,640Intangibles  finite life
    
    
    
    
    
    
    30,021
    
    
    
    289,851
    
    
    
    319,872Intangibles  indefinite life
    
    
    
    
    
    
    
    
    
    
    513,508
    
    
    
    513,508Total
    
    $
    52,233
    
    
    $
    60,298
    
    
    $
    1,670,587
    
    
    $
    1,783,118Excess cost amounts, net of amortization at:June 30, 2007
    
    $
    37,703
    
    
    $
    37,333
    
    
    $
    1,663,912
    
    
    $
    1,738,948December 31, 2006
    
    $
    38,655
    
    
    $
    39,269
    
    
    $
    
    
    
    $
    77,924
    37




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##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Investment in Enterprise Products Partners
    
    $
    (7,311
    )
    
    $
    8,012
    
    
    $
    (2,087
    )
    
    $
    12,041Investment in TEPPCO
    
    
    (2,429
    )
    
    
    2,675
    
    
    
    (2,130
    )
    
    
    3,664Investment in Energy Transfer Equity
    
    
    2,774
    
    
    
    
    
    
    
    2,774
    
    
    
    Total
    
    $
    (6,966
    )
    
    $
    10,687
    
    
    $
    (1,443
    )
    
    $
    15,705
  Summarized Financial Information of Unconsolidated Affiliates
  Summarized Income Statement Information for the Three Months EndedJune 30, 2007
    
    June 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income
    
    Income
    
    Revenues
    
    Income
    
    IncomeInvestment in Enterprise Products Partners
    
    $
    183,191
    
    
    $
    26,437
    
    
    $
    3,479
    
    
    $
    182,712
    
    
    $
    22,852
    
    
    $
    14,401Investment in TEPPCO
    
    
    28,206
    
    
    
    7,995
    
    
    
    5,306
    
    
    
    44,147
    
    
    
    13,559
    
    
    
    10,801Investment in Energy Transfer Equity (1)
    
    
    1,714,786
    
    
    
    187,259
    
    
    
    89,093
    
    
    
    1,420,335
    
    
    
    115,377
    
    
    
    89,093
 
 (1)
    
    Ownership interests acquired on May 7, 2007 (see Note 4). For comparative purposes, unaudited summarized financial information is provided for three months ended May 31, 2007 and
2006 obtained from Energy Transfer Equitys quarterly report on Form 10-Q for these periods. Energy Transfer Equitys fiscal year ends August 31. Summarized Income Statement Information for the Six Months EndedJune 30, 2007
    
    June 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income
    
    Income
    
    Revenues
    
    Income
    
    Income (Loss)Investment in Enterprise Products Partners
    
    $
    320,043
    
    
    $
    52,905
    
    
    $
    21,699
    
    
    $
    320,904
    
    
    $
    15,129
    
    
    $
    (2,175
    )Investment in TEPPCO
    
    
    62,791
    
    
    
    19,934
    
    
    
    14,593
    
    
    
    82,782
    
    
    
    23,212
    
    
    
    17,842Investment in Energy Transfer Equity (1)
    
    
    3,777,266
    
    
    
    539,110
    
    
    
    236,449
    
    
    
    3,870,151
    
    
    
    339,090
    
    
    
    113,528
 
 (1)
    
    Ownership interests acquired on May 7, 2007 (see Note 4). For comparative purposes, summarized unaudited financial information is provided for six months ended May 31, 2007 and
2006 obtained from Energy Transfer Equitys quarterly report on Form 10-Q for these periods. Energy Transfer Equitys fiscal year ends August 31. 38




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##### Table of Contents



Note 10. Intangible Assets and Goodwill
 Identifiable Intangible Assets
  June 30, 2007Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    ValueInvestment in Enterprise Products Partners:Customer relationship intangibles
    
    $
    845,607
    
    
    $
    (182,330
    )
    
    $
    663,277Contract-based intangibles
    
    
    384,003
    
    
    
    (114,672
    )
    
    
    269,331Subtotal
    
    
    1,229,610
    
    
    
    (297,002
    )
    
    
    932,608Investment in TEPPCO:Incentive distribution rights
    
    
    606,926
    
    
    
    
    
    
    
    606,926Gas gathering agreements
    
    
    462,449
    
    
    
    (164,392
    )
    
    
    298,057Other contract-based intangibles
    
    
    54,698
    
    
    
    (21,494
    )
    
    
    33,204Subtotal
    
    
    1,124,073
    
    
    
    (185,886
    )
    
    
    938,187Total
    
    $
    2,353,683
    
    
    $
    (482,888
    )
    
    $
    1,870,795
 December 31, 2006Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    ValueInvestment in Enterprise Products Partners:Customer relationship intangibles
    
    $
    854,175
    
    
    $
    (150,065
    )
    
    $
    704,110Contract-based intangibles
    
    
    384,003
    
    
    
    (101,811
    )
    
    
    282,192Subtotal
    
    
    1,238,178
    
    
    
    (251,876
    )
    
    
    986,302Investment in TEPPCO:Incentive distribution rights
    
    
    606,926
    
    
    
    
    
    
    
    606,926Gas gathering agreements
    
    
    462,449
    
    
    
    (149,024
    )
    
    
    313,425Other contract-based intangibles
    
    
    52,200
    
    
    
    (19,900
    )
    
    
    32,300Subtotal
    
    
    1,121,575
    
    
    
    (168,924
    )
    
    
    952,651Total
    
    $
    2,359,753
    
    
    $
    (420,800
    )
    
    $
    1,938,953
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Investment in Enterprise Products Partners
    
    $
    22,256
    
    
    $
    20,782
    
    
    $
    45,235
    
    
    $
    41,934Investment in TEPPCO
    
    
    11,052
    
    
    
    8,031
    
    
    
    16,963
    
    
    
    15,981Total
    
    $
    33,308
    
    
    $
    28,813
    
    
    $
    62,198
    
    
    $
    57,915
   39




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##### Table of Contents



§
    
    2% of quarterly cash distributions up to $0.275 per unit paid by TEPPCO;§
    
    15% of quarterly cash distributions from $0.276 per unit up to $0.325 per unit paid
by TEPPCO; and§
    
    25% of quarterly cash distributions that exceed $0.325 per unit paid by TEPPCO.
 Goodwill
  June 30,
    
    December 31,2007
    
    2006Investment in Enterprise Products Partners
    
    $
    590,647
    
    
    $
    590,541Investment in TEPPCO
    
    
    216,604
    
    
    
    216,430Totals
    
    $
    807,251
    
    
    $
    806,971
   40




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##### Table of Contents



Note 11. Debt Obligations
  June 30,
    
    December 31,2007
    
    2006Parent Company debt obligations:$200 Million Revolving Credit Facility, due May 2008 (1)
    
    $
    117,194
    
    
    $
    $1.2 Billion Term Loan (Debt Bridge), balance due May 2008 (1)
    
    
    1,200,000
    
    
    
    $500 Million Term Loan (Equity Bridge), repaid July 2007 (1)
    
    
    500,000
    
    
    
    $200 Million Credit Facility, due January 2009
    
    
    
    
    
    
    155,000EPO senior debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011
    
    
    495,000
    
    
    
    410,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007 (2)
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Duncan Energy Partners debt obligation:$300 Million Revolving Credit Facility, variable rate, due February 2011
    
    
    190,000
    
    
    
    TEPPCOs debt obligations:Revolving Credit Facility, due December 2011
    
    
    200,000
    
    
    
    490,000TE Products Senior Notes, 6.45% fixed-rate, due January 2008 (2)
    
    
    180,000
    
    
    
    180,000TE Products Senior Notes, 7.51% fixed-rate, due January 2028
    
    
    210,000
    
    
    
    210,000TEPPCO Senior Notes, 7.625% fixed rate, due January 2012
    
    
    500,000
    
    
    
    500,000TEPPCO Senior Notes, 6.125% fixed rate, due February 2013
    
    
    200,000
    
    
    
    200,000Dixie Revolving Credit Facility, variable rate, due June 2010
    
    
    10,000
    
    
    
    10,000Canadian Enterprise Revolving Credit Facility, variable rate, due October 2011
    
    
    9,881
    
    
    
    Other, 8.75% fixed-rate, due June 2010 (3)
    
    
    5,068
    
    
    
    5,068Total principal amount of senior debt obligations
    
    
    8,171,143
    
    
    
    6,514,068EPO Junior Subordinated Notes A, due August 2066
    
    
    550,000
    
    
    
    550,000EPO Junior Subordinated Notes B, due January 2068
    
    
    700,000
    
    
    
    TEPPCO Junior Subordinated Notes, due June 2067
    
    
    300,000
    
    
    
    Total principal amount of senior and junior debt obligations
    
    
    9,721,143
    
    
    
    7,064,068Other (4)
    
    
    (40,253
    )
    
    
    (10,191
    )Sub-total long-term debt
    
    
    9,680,890
    
    
    
    Less current maturities of long-term debt
    
    
    1,079,194
    
    
    
    Long-term debt
    
    $
    8,601,696
    
    
    $
    7,053,877Standby letters of credit outstanding
    
    $
    19,275
    
    
    $
    58,858
 
 (1)
    
    In accordance with SFAS 6, Classification of Short-Term Obligations Expected to be Refinanced, long-term and current maturities of debt reflects the classification of such
obligations at June 30, 2007. In July 2007, the parent company completed a private placement of its units. The net proceeds of the private placement were used to retire the $500
Million Term Loan (Equity Bridge), and reduce outstanding principle under the $1.2 Billion Term Loan (Debt Bridge) by $238.0 million. See Note 18 for additional information regarding
the private placement. Amounts repaid using net proceeds from the private placement have been presented as long-term given the prospective characterization of such amounts. The
remaining balance of the Term Loan (Debt Bridge) at June 30, 2007, after the pro forma application of proceeds from the private placement, has been presented as short-term debt given
its May 2008 maturity date.(2)
    
    In accordance with SFAS 6, long-term and current maturities of debt reflects the classification of such obligations at June 30, 2007 and December 31, 2006. With respect to Senior
Notes E due in October 2007, EPO has the ability to use cash and available credit capacity under its Multi-Year Revolving Credit Facility to fund the repayment of this debt. With
respect to 6.45% TE Products Senior Notes due in January 2008, TEPPCO has the ability to use available credit capacity under its Revolving Credit Facility to fund the repayment of
this debt and classified.(3)
    
    Represents remaining debt obligations assumed in connection with the GulfTerra Merger.(4)
    
    The June 30, 2007 amount includes a net $41.3 million liability related to changes in fair value of hedges, a net $15.3 million unamortized discount, and an unamortized deferred
gain of $16.3 million related to a terminated interest rate swap. The December 31, 2006 amount includes a net $22.9 million liability related to changes in fair value of hedges, a
net $15.3 million unamortized discount, and an unamortized deferred gain of $28.0 million related to a terminated interest rate swap. 41




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##### Table of Contents



Parent-Subsidiary guarantor relationships
   Parent Company debt obligations
     42




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##### Table of Contents



EPO debt obligations
      43




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##### Table of Contents



Duncan Energy Partners debt obligation
       TEPPCO debt obligations
 Revolving Credit Facility . 44
    Table of Contents    TEPPCO Senior Notes
  TEPPCO Junior Subordinated Notes
   45




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##### Table of Contents



Dixie Revolving Credit Facility
  Canadian Enterprise Debt Obligations
    Covenants
  Information regarding variable interest rates paid
  Range of
    
    Weighted-averageinterest rates
    
    interest ratepaid
    
    paidParent Companys $200.0 Million Revolving Credit Facility
    
    7.07% to 8.50%
    
    7.09%Parent Companys $1.2 Billion Term Loan Debt Bridge
    
    7.07% to 8.50%
    
    7.09%Parent Companys $500.0 Million Term Loan Equity Bridge
    
    7.07% to 8.50%
    
    7.09%EPOs Multi-Year Revolving Credit Facility
    
    5.82% to 8.25%
    
    5.86%Duncan Energy Partners Revolving Credit Facility
    
    6.17%
    
    6.17%TEPPCOs Revolving Credit Facility
    
    5.86%
    
    5.86%Dixie Revolving Credit Facility
    
    5.66% to 5.67%
    
    5.66%Canadian Enterprise Revolving Credit Facility
    
    4.95% to 5.82%
    
    5.77%
 46




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##### Table of Contents



Consolidated debt maturity table
  2007
    
    $
    2008
    
    
    1,079,1942009
    
    
    500,0002010
    
    
    569,0682011
    
    
    1,835,000Thereafter
    
    
    5,737,881Total scheduled principal payments
    
    $
    9,721,143
  
 Note 12. Partners Equity and Distributions
     47




---



##### Table of Contents



Class B and C units
   Private Placement
  Unit History
  Summary of Changes in Limited Partners Equity
  Class B
    
    Class CUnits
    
    Units
    
    Units
    
    TotalBalance, December 31, 2006
    
    $
    680,919
    
    
    $
    357,083
    
    
    $
    380,665
    
    
    $
    1,418,667Net income
    
    
    41,527
    
    
    
    33,423
    
    
    
    
    
    
    
    74,950Operating leases paid by EPCO
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54Cash distributions to partners
    
    
    (63,552
    )
    
    
    
    
    
    
    
    
    
    
    (63,552
    )Cash distributions to former owner of TEPPCO interests
    
    
    
    
    
    
    (29,760
    )
    
    
    
    
    
    
    (29,760
    )Contributions by partners
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    100Amortization of equity-based awards
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    156Balance, June 30, 2007
    
    $
    659,204
    
    
    $
    360,746
    
    
    $
    380,665
    
    
    $
    1,400,615
  48




---



##### Table of Contents



Distributions to Partners
  Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date20061st Quarter
    
    $
    0.295
    
    
    Apr. 28, 2006
    
    May 11, 20062nd Quarter
    
    $
    0.310
    
    
    Jul. 31, 2006
    
    Aug. 11, 20063rd Quarter
    
    $
    0.335
    
    
    Oct. 31, 2006
    
    Nov. 9, 20064th Quarter
    
    $
    0.350
    
    
    Jan. 31, 2007
    
    Feb. 9, 200720071st Quarter
    
    $
    0.365
    
    
    April 30, 2007
    
    May 11, 20072nd Quarter
    
    $
    0.380
    
    
    July 31, 2007
    
    Aug. 10, 2007
 
 Note 13. Related Party Transactions
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Revenues from consolidated operations:EPCO and affiliates
    
    $
    1
    
    
    $
    21,884
    
    
    $
    3
    
    
    $
    22,033Energy Transfer Equity
    
    
    42,608
    
    
    
    
    
    
    
    42,608
    
    
    
    Other unconsolidated affiliates
    
    
    72,147
    
    
    
    80,070
    
    
    
    127,881
    
    
    
    164,598Total
    
    $
    114,756
    
    
    $
    101,954
    
    
    $
    170,492
    
    
    $
    186,631Operating costs and expenses:EPCO and affiliates
    
    $
    94,216
    
    
    $
    95,474
    
    
    $
    194,553
    
    
    $
    212,743Energy Transfer Equity
    
    
    5,771
    
    
    
    
    
    
    
    5,771
    
    
    
    Other unconsolidated affiliates
    
    
    13,933
    
    
    
    8,818
    
    
    
    19,876
    
    
    
    16,466Total
    
    $
    113,920
    
    
    $
    104,292
    
    
    $
    220,200
    
    
    $
    229,209General and administrative expenses:EPCO and affiliates
    
    $
    25,992
    
    
    $
    18,081
    
    
    $
    45,643
    
    
    $
    34,275
 Relationship with EPCO and affiliates
  §
    
    EPCO and its consolidated private company subsidiaries;§
    
    EPE Holdings, our general partner; and§
    
    the Employee Partnerships (see Note 5).
  49




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##### Table of Contents



EPCO Administrative Services Agreement
   50




---



##### Table of Contents



Relationships with Unconsolidated Affiliates
 Enterprise Products Partners
  TEPPCO
  Energy Transfer Equity
     
 Note 14. Earnings Per Unit
   51




---



##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Net income
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,602Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in net income
    
    $
    2
    
    
    $
    3
    
    
    $
    7
    
    
    $
    6
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Income before change in accounting principle
and general partner interest
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,506Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96Net income
    
    
    21,503
    
    
    
    30,939
    
    
    
    74,957
    
    
    
    61,602General partner interest in net income
    
    
    (2
    )
    
    
    (3
    )
    
    
    (7
    )
    
    
    (6
    )Net income available to limited partners
    
    $
    21,501
    
    
    $
    30,936
    
    
    $
    74,950
    
    
    $
    61,596BASIC EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,506Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (3
    )
    
    
    (7
    )
    
    
    (6
    )Limited partners interest in net income
    
    $
    21,501
    
    
    $
    30,936
    
    
    $
    74,950
    
    
    $
    61,596DenominatorCommon units
    
    
    88,884
    
    
    
    88,884
    
    
    
    88,884
    
    
    
    88,884Class B units
    
    
    14,173
    
    
    
    14,173
    
    
    
    14,173
    
    
    
    14,173Total
    
    
    103,057
    
    
    
    103,057
    
    
    
    103,057
    
    
    
    103,057Basic earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60DILUTED EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,506Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (3
    )
    
    
    (7
    )
    
    
    (6
    )Limited partners interest in net income
    
    $
    21,501
    
    
    $
    30,936
    
    
    $
    74,950
    
    
    $
    61,596DenominatorCommon units
    
    
    88,884
    
    
    
    88,884
    
    
    
    88,884
    
    
    
    88,884Class B units
    
    
    14,173
    
    
    
    14,173
    
    
    
    14,173
    
    
    
    14,173Total
    
    
    103,057
    
    
    
    103,057
    
    
    
    103,057
    
    
    
    103,057Diluted earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *General partner interest in net income
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.21
    
    
    $
    0.30
    
    
    $
    0.73
    
    
    $
    0.60
 
 *
    
    Amount is negligible 52




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##### Table of Contents



Note 15. Commitments and Contingencies
 Litigation
  Enterprise Products Partners matters
    TEPPCO matters
 53
    Table of Contents       Energy Transfer Equity matters
   54
    Table of Contents  Contractual Obligations
  Parent company
 Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterScheduled maturities of long-term debt
    
    $
    1,079.2
    
    
    $
    
    
    
    $
    1,079.2
    
    
    $
    
    
    

    $    
    

    
    $
    
    
    
    $
    
 
 (1)
    
    See Note 11 for information regarding the parent companys debt obligations. Amounts due under the parent companys Term Loan (Debt Bridge) and revolving credit facility
are due in May 2008. Investment in Enterprise Products Partners
 Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterScheduled maturities of long-term debt
    
    $
    6,313.9
    
    
    $
    
    
    
    $
    
    
    
    $
    500.0
    
    
    $
    569.0
    
    
    $
    1,644.9
    
    
    $
    3,600.0Estimated cash interest payments
    
    
    8,611.9
    
    
    
    194.1
    
    
    
    374.9
    
    
    
    371.1
    
    
    
    330.0
    
    
    
    252.8
    
    
    
    7,089.0
 
 (1)
    
    Represents consolidated debt obligations of Enterprise Products Partners (see Note 11)., including EPO, Duncan Energy Partners, Dixie and Canadian
Enterprise. Investment in TEPPCO
 Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    ThereafterScheduled maturities of long-term debt
    
    $
    1,590.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    200.0
    
    
    $
    1,390Operating lease obligations
    
    
    69.7
    
    
    
    18.7
    
    
    
    11.7
    
    
    
    8.8
    
    
    
    7.3
    
    
    
    6.3
    
    
    
    16.9Purchase obligations
    
    
    15.0
    
    
    
    12.9
    
    
    
    1.4
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Capital expenditure commitments
    
    
    9.5
    
    
    
    9.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents payment obligations under TEPPCOs revolving credit facility, junior subordinated notes and senior notes as of June 30, 2007. Amounts presented in
the table represent the scheduled future maturities of long-term debt principal for the periods indicated.(2)
    
    Represents minimum cash lease payment obligations under operating leases with terms in excess of one year at December 31, 2006 for the periods indicated.(3)
    
    Represents commitments and estimated payment obligations under third-party supplier contracts for products and services at December 31, 2007 for the periods
indicated. The estimated future payment obligations are based on the contractual price under each contract for products and services at December 31, 2006.(4)
    
    Represents unconditional payment obligations to pay vendors for services rendered or products purchased relating to capital projects at December 31, 2006. 55
    Table of Contents  Performance Guaranty
  Other Claims
  Other Commitments
   56
    Table of Contents  Note 16. Significant Risks and Uncertainties  Weather-Related Risks
   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Business interruption (BI) proceeds:Hurricane Ivan
    
    $
    
    
    
    $
    2,021
    
    
    $
    377
    
    
    $
    12,226Hurricane Katrina
    
    
    13,199
    
    
    
    
    
    
    
    13,199
    
    
    
    Hurricane Rita
    
    
    8,258
    
    
    
    
    
    
    
    8,258
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    996
    
    
    
    Total BI proceeds
    
    
    21,457
    
    
    
    2,021
    
    
    
    22,830
    
    
    
    12,226Property damage (PD) proceeds:Hurricane Ivan
    
    
    204
    
    
    
    
    
    
    
    1,273
    
    
    
    24,104Hurricane Katrina
    
    
    6,563
    
    
    
    
    
    
    
    6,563
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    Total PD proceeds
    
    
    6,767
    
    
    
    
    
    
    
    8,020
    
    
    
    24,104Total
    
    $
    28,224
    
    
    $
    2,021
    
    
    $
    30,850
    
    
    $
    36,330
  
 Note 17. Supplemental Cash Flow Information
  57
    Table of Contents  For the Six MonthsEnded June 30,2007
    
    2006Decrease (increase) in:Accounts and notes receivable
    
    $
    (267,679
    )
    
    $
    102,759Inventories
    
    
    (31,960
    )
    
    
    (122,640
    )Prepaid and other current assets
    
    
    (52,386
    )
    
    
    (55,384
    )Other assets
    
    
    1,230
    
    
    
    4,705Increase (decrease) in:Accounts payable
    
    
    32,341
    
    
    
    29,274Accrued gas payable
    
    
    1,082,203
    
    
    
    8,475Accrued expenses
    
    
    (726,683
    )
    
    
    74,760Accrued interest
    
    
    15,155
    
    
    
    998Other current liabilities
    
    
    (38,755
    )
    
    
    18,441Other long-term liabilities
    
    
    (1,728
    )
    
    
    6,397Net effect of changes in operating accounts
    
    $
    11,738
    
    
    $
    67,785
  
 Note 18. Subsequent Events
 Private Placement of Parent Company units
   58
    Table of Contents     59




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations .
 For the three and six months ended June 30, 2007 and 2006
   §
    
    Overview of Business, including Recent Developments  Parent Company and Consolidated
Operations.§
    
    Basis of Presentation  Discusses key considerations in the presentation of financial
and operating results as a result of recent investing activities.§
    
    Results of Operations  Discusses material quarter-to-quarter variances in our
Unaudited Condensed Consolidated Statements of Operations for the parent company and by
reportable segment.§
    
    Liquidity and Capital Resources  Addresses available sources of liquidity and analyzes
cash flows for the parent company and by reportable segment.§
    
    Critical Accounting Policies  Presents accounting policies that are among the most
significant to the portrayal of our financial condition and results of operations.§
    
    Other Items  Includes information related to contractual obligations, off-balance
sheet arrangements, related party transactions, recent accounting pronouncements and
similar disclosures.
 This discussion contains various forward-looking statements and information that are based on
our beliefs and those of our general partner, as well as assumptions made by us and information
currently available to us. When used in this document, words such as anticipate, project,
expect, plan, goal, forecast, intend, could, believe, may and similar expressions
and statements regarding our plans and objectives for future operations, are intended to identify
forward-looking statements. Although we and our general partner believe that such expectations
reflected in such forward-looking statements are reasonable, neither we nor our general partner can
give any assurances that such expectations will prove to be correct. Such statements are subject
to a variety of risks, uncertainties and assumptions as described in more detail in Part II Item
1A, Risk Factors, included in this quarterly report on Form 10-Q. If one or more of these risks
or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, projected or expected. You should not put undue
reliance on any forward-looking statements.
  Key References Used in this Quarterly Report
   60




---



##### Table of Contents



Overview of Business
  61
    Table of Contents     Enterprise Products Partners
    TEPPCO
   Energy Transfer Equity
 62
    Table of Contents        Recent Developments  Private Placement of units by Parent Company in July 2007
  63
    Table of Contents     Basis of Presentation
       64    Table of Contents  Results of Operations
       65
    Table of Contents  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Revenues:Investment in Enterprise Products Partners
    
    $
    4,212,806
    
    
    $
    3,517,853
    
    
    $
    7,535,660
    
    
    $
    6,767,927Investment in TEPPCO
    
    
    2,095,999
    
    
    
    2,424,289
    
    
    
    4,131,151
    
    
    
    4,966,128Eliminations
    
    
    (14,535
    )
    
    
    (16,978
    )
    
    
    (32,266
    )
    
    
    (26,126
    )Total revenues
    
    
    6,294,270
    
    
    
    5,925,164
    
    
    
    11,634,545
    
    
    
    11,707,929Costs and expenses:Investment in Enterprise Products Partners
    
    
    3,992,146
    
    
    
    3,342,536
    
    
    
    7,133,341
    
    
    
    6,401,679Investment in TEPPCO
    
    
    2,021,599
    
    
    
    2,366,490
    
    
    
    3,953,204
    
    
    
    4,843,850Other, non-segment including parent
    
    
    (12,488
    )
    
    
    (18,133
    )
    
    
    (21,345
    )
    
    
    (25,002
    )Total costs and expenses
    
    
    6,001,257
    
    
    
    5,690,893
    
    
    
    11,065,200
    
    
    
    11,220,527Equity earnings (loss):Investment in Enterprise Products Partners
    
    
    (7,311
    )
    
    
    8,012
    
    
    
    (2,087
    )
    
    
    12,041Investment in TEPPCO
    
    
    (2,429
    )
    
    
    2,675
    
    
    
    (2,130
    )
    
    
    3,664Investment in Energy Transfer Equity
    
    
    2,774
    
    
    
    
    
    
    
    2,774
    
    
    
    Total equity earnings (loss)
    
    
    (6,966
    )
    
    
    10,687
    
    
    
    (1,443
    )
    
    
    15,705Operating income:Investment in Enterprise Products Partners
    
    
    213,349
    
    
    
    183,329
    
    
    
    400,232
    
    
    
    378,289Investment in TEPPCO
    
    
    71,971
    
    
    
    60,474
    
    
    
    175,817
    
    
    
    125,942Investment in Energy Transfer Equity
    
    
    2,774
    
    
    
    
    
    
    
    2,774
    
    
    
    Other, non-segment including parent
    
    
    (2,047
    )
    
    
    1,155
    
    
    
    (10,921
    )
    
    
    (1,124
    )Total operating income
    
    
    286,047
    
    
    
    244,958
    
    
    
    567,902
    
    
    
    503,107Interest expense
    
    
    (116,222
    )
    
    
    (77,844
    )
    
    
    (204,347
    )
    
    
    (159,128
    )Provision for income taxes
    
    
    1,651
    
    
    
    (6,785
    )
    
    
    (7,152
    )
    
    
    (9,677
    )Other income, net
    
    
    3,879
    
    
    
    3,863
    
    
    
    66,296
    
    
    
    6,744Income
before minority interest and accounting change
    
    
    175,355
    
    
    
    164,192
    
    
    
    422,699
    
    
    
    341,046Minority interest
    
    
    (153,852
    )
    
    
    (133,253
    )
    
    
    (347,742
    )
    
    
    (279,540
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96Net income
    
    $
    21,503
    
    
    $
    30,939
    
    
    $
    74,957
    
    
    $
    61,602
  Comparison of Three Months Ended June 30, 2007 with Three Months Ended June 30, 2006
 Investment in Enterprise Products Partners
  66
    Table of Contents  Investment in TEPPCO .
  67
    Table of Contents  Investment in Energy Transfer Equity
   Comparison of Six Months Ended June 30, 2007 with Six Months Ended June 30, 2006
 Investment in Enterprise Products Partners
     68
    Table of Contents     Investment in TEPPCO .
  Investment in Energy Transfer Equity
 Interest expense
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Interest expense attributable to:Consolidated debt obligations of Enterprise Products Partners
    
    $
    71,275
    
    
    $
    56,336
    
    
    $
    134,633
    
    
    $
    114,410Consolidated debt obligations of TEPPCO
    
    
    22,785
    
    
    
    19,198
    
    
    
    44,996
    
    
    
    40,341Parent
company debt obligations
    
    
    22,162
    
    
    
    2,310
    
    
    
    24,718
    
    
    
    4,377Total interest expense
    
    $
    116,222
    
    
    $
    77,844
    
    
    $
    204,347
    
    
    $
    159,128
  Consolidated debt obligations of Enterprise Products Partners 69
    Table of Contents  Consolidated debt obligations of TEPPCO.
 Parent
company debt obligations
 Provision
for income taxes
  Other income, net
  Minority interest expense
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Limited partners of Enterprise Products Partners
    
    $
    110,004
    
    
    $
    99,802
    
    
    $
    192,408
    
    
    $
    206,972Limited partners of Duncan Energy Partners
    
    
    3,283
    
    
    
    
    
    
    
    6,114
    
    
    
    Related party former owners of TEPPCO GP
    
    
    
    
    
    
    3,631
    
    
    
    
    
    
    
    8,788Limited partners of TEPPCO
    
    
    38,108
    
    
    
    29,282
    
    
    
    143,933
    
    
    
    61,044Joint venture partners
    
    
    2,457
    
    
    
    538
    
    
    
    5,287
    
    
    
    2,736Total
    
    $
    153,852
    
    
    $
    133,253
    
    
    $
    347,742
    
    
    $
    279,540
 70
    Table of Contents  Significant Risks and Uncertainties
 Weather-Related Risks  Enterprise Products Partners .
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2007
    
    2006
    
    2007
    
    2006Business interruption (BI) proceeds:Hurricane Ivan
    
    $
    
    
    
    $
    2,021
    
    
    $
    377
    
    
    $
    12,226Hurricane Katrina
    
    
    13,199
    
    
    
    
    
    
    
    13,199
    
    
    
    Hurricane Rita
    
    
    8,258
    
    
    
    
    
    
    
    8,258
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    996
    
    
    
    Total BI proceeds
    
    
    21,457
    
    
    
    2,021
    
    
    
    22,830
    
    
    
    12,226Property damage (PD) proceeds:Hurricane Ivan
    
    
    204
    
    
    
    
    
    
    
    1,273
    
    
    
    24,104Hurricane Katrina
    
    
    6,563
    
    
    
    
    
    
    
    6,563
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    Total PD proceeds
    
    
    6,767
    
    
    
    
    
    
    
    8,020
    
    
    
    24,104Total
    
    $
    28,224
    
    
    $
    2,021
    
    
    $
    30,850
    
    
    $
    36,330
  FERC Investigation  Energy Transfer Equity .
  71
    Table of Contents  Liquidity and Capital Resources
 Parent Company Information
    For the Six MonthsEnded June 30,2007
    
    2006Cash distributions from investees:Investment in Enterprise Products Partners (EPD):From 13,454,498 common units of EPD
    
    $
    12,681
    
    
    $
    11,874From 2% general partner interest in EPD
    
    
    6,362
    
    
    
    7,193From general partner incentive distribution rights in distributions of EPD
    
    
    53,531
    
    
    
    40,111Investment in TEPPCO:From 4,400,000 common units of TEPPCO
    
    
    5,984
    
    
    
    5,220From 2% general partner interest in TEPPCO
    
    
    2,492
    
    
    
    1,928From general partner incentive distribution rights in distributions of TEPPCO
    
    
    21,284
    
    
    
    20,688Total cash distributions from unconsolidated affiliates
    
    $
    102,334
    
    
    $
    87,014Distributions by the parent company:EPCO and affiliates (91,276,032 units)
    
    $
    55,129
    
    
    $
    44,334Public (11,738,388 units)
    
    
    8,424
    
    
    
    6,774General partner interest (2% )
    
    
    6
    
    
    
    5Total distributions by the parent company
    
    $
    63,559
    
    
    $
    51,113
    72
    Table of Contents  Consolidated Information
  73
    Table of Contents  For Six Months Ended June 30,2007
    
    2006Net cash flow provided by operating activitiesEPGP and subsidiaries, including Enterprise Products Partners
    
    $
    550,601
    
    
    $
    570,573TEPPCO GP and subsidiaries, including TEPPCO
    
    
    199,029
    
    
    
    143,409Parent company (2)
    
    
    85,998
    
    
    
    76,712Eliminations and adjustments (1)
    
    
    (101,370
    )
    
    
    (75,862
    )Net cash provided by operating activities
    
    $
    734,258
    
    
    $
    714,832Cash used in investing activities:EPGP and subsidiaries, including Enterprise Products Partners
    
    $
    1,387,188
    
    
    $
    689,787TEPPCO GP and subsidiaries, including TEPPCO
    
    
    60,562
    
    
    
    48,304Parent company (2)
    
    
    1,650,010
    
    
    
    8,890Eliminations and adjustments
    
    
    (7,127
    )
    
    
    (11,436
    )Cash used in investing activities
    
    $
    3,090,633
    
    
    $
    735,545Cash provided by financing activities:EPGP and subsidiaries, including Enterprise Products Partners
    
    $
    877,724
    
    
    $
    101,599TEPPCO GP and subsidiaries, including TEPPCO
    
    
    (138,554
    )
    
    
    (94,685
    )Parent company
    
    
    1,563,725
    
    
    
    (67,967
    )Eliminations and adjustments (1)
    
    
    99,788
    
    
    
    64,424Cash provided by financing activities
    
    $
    2,402,683
    
    
    $
    3,371Cash on hand at end of period (unrestricted):EPGP and subsidiaries, including Enterprise Products Partners
    
    $
    63,367
    
    
    $
    24,525TEPPCO GP
and subsidiaries, including TEPPCO, and Jonah
    
    
    5,345
    
    
    
    537Parent company
    
    
    496
    
    
    
    364Total
    
    $
    69,208
    
    
    $
    25,426
 
 (1)
    
    Distributions received by the Parent Company from its Investments in Enterprise Products Partners and TEPPCO and reflected
as operating cash flows are eliminated against cash distributions paid to owners by EPGP, TEPPCO GP and their respective subsidiaries
(as reflected in financing activities).(2)
    
    Equity earnings and distributions from our Investment in Energy Transfer Equity are reflected in net cash flows from
operating activities and our initial investment is reflected in investing activities.  Enterprise Products Partners .
   74
    Table of Contents           75
    Table of Contents  TEPPCO .
  Classification of
Short-Term Obligations Expected to be Refinanced.
     76
    Table of Contents    Critical Accounting Policies
  Depreciation methods and estimated useful lives of property, plant and equipment
   Measuring recoverability of long-lived assets and equity method investments
  77
    Table of Contents  Amortization methods and estimated useful lives of qualifying intangible assets
       78
    Table of Contents  Methods we employ to measure the fair value of goodwill
   Our revenue recognition policies and use of estimates for revenues and expenses
    Reserves for environmental matters
 79
    Table of Contents     Natural gas imbalances
   Other Items
 Contractual Obligations
   Payment or Settlement due by PeriodLess than
    
    1-3
    
    4-5
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    years
    
    years
    
    5 yearsParent company:Scheduled maturities of long-term debt
    
    $
    1,079.2
    
    
    $
    1,079.2
    
    
    $
    
    
    
    $
    
    
    
    $
    Estimated cash payments for interest (1)
    
    
    76.5
    
    
    
    76.5
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents estimates of future cash payments of interest assuming that principal amounts outstanding and the interest rates charged both remain at June
30, 2007 levels. 80
    Table of Contents  Payment or Settlement due by PeriodLess than
    
    1-3
    
    4-5
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    years
    
    years
    
    5 yearsInvestment in TEPPCO:Scheduled maturities of long-term debt (1)
    
    $
    1,590.0
    
    
    $
    
    
    
    $
    
    
    
    $
    700.00
    
    
    $
    890Estimated cash payments for interest (2)
    
    
    1,920.1
    
    
    
    111.4
    
    
    
    197.7
    
    
    
    191.4
    
    
    
    1,419.6Operating lease obligations (3)
    
    
    69.7
    
    
    
    18.7
    
    
    
    20.5
    
    
    
    13.6
    
    
    
    16.9Purchase obligations
    
    
    15.0
    
    
    
    12.9
    
    
    
    1.9
    
    
    
    0.1
    
    
    
    0.1Capital expenditure commitments
    
    
    9.5
    
    
    
    9.5
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities of TEPPCO
    
    
    5.2
    
    
    
    
    
    
    
    3.5
    
    
    
    0.3
    
    
    
    1.4
 
 (1)
    
    Represents payment obligations under TEPPCOs revolving credit facility, junior subordinated notes and senior notes as of June 30,
2007. Amounts presented in the table represent the scheduled future maturities of long-term debt principal for the periods indicated.(2)
    
    Represents estimates of future cash payments of interest assuming that principal amounts outstanding and the interest rates charged
both remain at June 30, 2007 levels.(3)
    
    Represents minimum cash lease payment obligations under operating leases with terms in excess of one year for the periods indicated.(4)
    
    Represents commitments and estimated payment obligations under third-party supplier contracts for products and services for the
periods indicated. The estimated future payment obligations are based on the contractual price under each contract for products and
services at December 31, 2006.(5)
    
    Represents unconditional payment obligations to pay vendors for services rendered or products purchased relating to capital projects.  Payment or Settlement due by PeriodLess than
    
    1-3
    
    4-5
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    years
    
    years
    
    5 yearsInvestment in Enterprise Products Partners:Scheduled maturities of long-term debt (1)
    
    $
    6,313.9
    
    
    $
    
    
    
    $
    1,069.0
    
    
    $
    1,644.9
    
    
    $
    3,600.0Estimated cash payments for interest (2)
    
    
    8,612.0
    
    
    
    381.6
    
    
    
    733.3
    
    
    
    530.6
    
    
    
    6,966.5
 
 (1)
    
    Represents payment obligations under Enterprise Products Partners revolving credit facility, junior subordinated notes and senior
notes as of June 30, 2007. Amounts presented in the table represent the scheduled future maturities of long-term debt principal for
the periods indicated.(2)
    
    Represents estimates of future cash payments of interest assuming that principal amounts outstanding and the interest rates
charged both remain at June 30, 2007 levels. Off-Balance Sheet Arrangements
   81
    Table of Contents  Summary of Related Party Transactions
     Cumulative effect of change in accounting principle
  Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  Interest Rate Risk Hedging Program
 Enterprise Products Partners .
 82
    Table of Contents  Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    June 30, 2007
    
    July 24, 2007FV assuming no change in underlying interest rates
    
    Liability
    
    $
    (49,720
    )
    
    $
    (45,344
    )FV assuming 10% increase in underlying interest rates
    
    Liability
    
    $
    (79,392
    )
    
    $
    (74,663
    )FV assuming 10% decrease in underlying interest rates
    
    Liability
    
    $
    (20,048
    )
    
    $
    (16,025
    )
     TEPPCO .
  Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    June 30, 2007
    
    July 26, 2007FV assuming no change in underlying interest rates
    
    Asset
    
    $
    1,013
    
    
    $
    665FV assuming 10% increase in underlying interest rates
    
    Asset
    
    $
    1,553
    
    
    $
    930FV assuming 10% decrease in underlying interest rates
    
    Asset
    
    $
    473
    
    
    $
    401
 83
    Table of Contents  Parent company
 Commodity Risk Hedging Program
 Enterprise Products Partners
    Commodity Financial InstrumentResulting
    
    Portfolio FVScenario
    
    Classification
    
    June 30, 2007
    
    July 24, 2007FV assuming no change in underlying commodity prices
    
    Liability
    
    $
    (1,049
    )
    
    $
    (4,731
    )FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    $
    1,777
    
    
    $
    (2,625
    )FV assuming 10% decrease in underlying commodity prices
    
    Liability
    
    $
    (3,875
    )
    
    $
    (6,836
    )
  TEPPCO .
  84
    Table of Contents  Foreign Currency Hedging Program  Enterprise Products Partners
  
 Item 4. Controls and Procedures .
     
 PART II. OTHER INFORMATION.
 
 Item 1. Legal Proceedings .
  
 Item 1A. Risk Factors .
 In light of our recent acquisition of ownership interests in TEPPCO, Energy Transfer Equity
and their respective general partners, we have restated our risk factors to include these new
investments. The following information represents our current risk factors as of the date of this
filing.
 85
    Table of Contents  Our Risk Factors
   Risks Inherent in an Investment in Us
 The parent companys operating cash flow is derived primarily from cash distributions it
receives from each of the MLP Entities and the Controlled GP Entities.
  §    
    amount of hydrocarbons transported in its gathering and transmission pipelines;§    
    throughput volumes in its processing and treating operations;§    
    fees it charges and the margins it realizes for its services;§    
    price of natural gas;§    
    relationships among crude oil, natural gas and NGL prices;§    
    fluctuations in its working capital needs;§    
    level of its operating costs, including reimbursements to its general partner;§    
    prevailing economic conditions; and§    
    level of competition in its business segments.
  §    
    the level of sustaining capital expenditures it makes;§    
    the cost of any capital projects and acquisitions;§    
    its debt service requirements and restrictions contained in its obligations for
borrowed money; and
 86
    Table of Contents  §
    
    the amount of cash reserves established by EPGP, TEPPCO GP and ETEGP for the proper
conduct of Enterprise Products Partners, TEPPCOs and Energy Transfer Equitys
businesses, respectively.
  Risks Related to the MLP Entities
Businesses
 In the future, we may not have sufficient cash to pay distributions at our current distribution
level or to increase distributions.
  Restrictions in our credit facility could limit our ability to make distributions to our
unitholders.
  Our unitholders do not elect our general partner or vote on our general partners officers or
directors. Affiliates of our general partner currently own a sufficient number of units to
block any attempt to remove EPE Holdings as our general partner.
 87
    Table of Contents     We may issue an unlimited number of limited partner interests without the consent of our
unitholders, which will dilute your ownership interest in us and may increase the risk that we
will not have sufficient available cash to maintain or increase our per unit distribution
level.
  The market price of our units could be adversely affected by sales of substantial amounts of
our units in the public markets, including sales by our existing unitholders.
  Risks arising in connection with the execution of our business strategy may adversely affect
our ability to make or increase distributions and/or the market price of our units.
   §    
    the creation of conflicts of interests and competing fiduciary obligations that may
inhibit our ability to grow or make additional acquisitions;§    
    additional or increased regulatory or compliance obligations, including financial
reporting obligations;§    
    delays or unforeseen operational difficulties or diminished financial performance
associated with the integration of new acquisitions, and the resulting delayed or
diminished cash flows from such acquisitions;
 88
    Table of Contents  §    
    inefficiencies and complexities that may arise due to unfamiliarity with new assets,
businesses or markets;§    
    conflicts with regard to the sharing of management responsibilities and allocation of
time among overlapping officers, directors and other personnel;§    
    the inability to hire, train and retain qualified personnel to manage and operate our
growing business; and§    
    the inability to obtain required financing for our existing business and new investment
opportunities.
  The control of our general partner may be transferred to a third party without unitholder
consent.
  All of our units that are owned by EPCO and its affiliates and substantially all of the common
units of Enterprise Products Partners and TEPPCO that are owned by EPCO and its affiliates are
pledged as security under the credit facility of an affiliate of EPCO. Upon an event of default
under this credit facility, a change in ownership or control of us, Enterprise Products
Partners or TEPPCO could result.
  All of our assets are pledged under our credit facility.
  Our general partner has a limited call right that may require you to sell your units at an
undesirable time or price.
 89
    Table of Contents    We depend on the leadership and involvement of Dan L. Duncan and other key personnel for the
success of our businesses.
  An increase in interest rates may cause the market price of our units to decline.
  The MLP Entities may issue additional common units, which may increase the risk that the MLP
Entities will not have sufficient available cash to maintain or increase their per unit
distribution level.
  Unitholders liability as a limited partner may not be limited, and our unitholders may have to
repay distributions or make additional contributions to us under certain circumstances.
   90
    Table of Contents  We may have to take actions that are disruptive to our business strategy to avoid registration
under the Investment Company Act of 1940.
    Our partnership agreement restricts the rights of unitholders owning 20% or more of our units.
  Risks Relating to Conflicts of Interest
 Conflicts of interest exist and may arise among us, Enterprise Products Partners, TEPPCO and
our respective general partners and affiliates and entities affiliated with any general partner
interests that we may acquire in the future.
 91
    Table of Contents      If we are presented with certain business opportunities, Enterprise Products Partners (for
itself or Duncan Energy Partners) will have the first right to pursue such opportunities.
  Our general partners affiliates may compete with us.
  Potential conflicts of interest may arise among our general partner, its affiliates and us. Our
general partner and its affiliates have limited fiduciary duties to us and our unitholders,
which may permit them to favor their own interests to the detriment of us and our unitholders.
  92
    Table of Contents  §    
    EPE Holdings is allowed to take into account the interests of parties other than us,
including EPCO, EPGP, Enterprise Products Partners, TEPPCO GP, TEPPCO and their respective
affiliates and any future general partners and limited partnerships acquired in the future
in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to
our unitholders;§    
    our general partner has limited its liability and reduced its fiduciary duties under
our partnership agreement, while also restricting the remedies available to our
unitholders for actions that, without these limitations, might constitute breaches of
fiduciary duty. As a result of purchasing our units, unitholders consent to various
actions and conflicts of interest that might otherwise constitute a breach of fiduciary or
other duties under applicable state law;§    
    our general partner determines the amount and timing of our investment transactions,
borrowings, issuances of additional partnership securities and reserves, each of which can
affect the amount of cash that is available for distribution to our unitholders;§    
    our general partner determines which costs incurred by it and its affiliates are
reimbursable by us;§    
    our partnership agreement does not restrict our general partner from causing us to pay
it or its affiliates for any services rendered, or from entering into additional
contractual arrangements with any of these entities on our behalf, so long as the terms of
any such payments or additional contractual arrangements are fair and reasonable to us;§    
    our general partner controls the enforcement of obligations owed to us by it and its
affiliates; and§    
    our general partner decides whether to retain separate counsel, accountants or others
to perform services for us.
 Our partnership agreement limits our general partners fiduciary duties to us and our
unitholders and restricts the remedies available to our unitholders for actions taken by our
general partner that might otherwise constitute breaches of fiduciary duty.
  §    
    permits EPE Holdings to make a number of decisions in its individual capacity, as
opposed to in its capacity as our general partner. This entitles EPE Holdings to consider
only the interests and factors that it desires, and it has no duty or obligation to give
any consideration to any interest of, or factors affecting, us, our affiliates or any
limited partner;§    
    provides that our general partner is entitled to make other decisions in good faith
if it reasonably believes that the decision is in our best interests;§    
    generally provides that affiliated transactions and resolutions of conflicts of
interest not approved by the Audit, Conflicts and Governance Committee of the board of
directors of our general partner and not involving a vote of unitholders must be on terms
no less favorable to us than those generally being provided to or available from unrelated
third parties or be fair and reasonable to us and that, in determining whether a
transaction or resolution is fair and reasonable, our general partner may consider the
totality of the relationships among the parties involved, including other transactions
that may be particularly advantageous or beneficial to us; and§    
    provides that our general partner and its officers and directors will not be liable for
monetary damages to us, our limited partners or assignees for any acts or omissions unless
there has been a final and non-appealable judgment entered by a court of competent
jurisdiction determining that
 93
    Table of Contents  the general partner or those other persons acted in bad faith or engaged in fraud, willful
misconduct or gross negligence.
  Each of the Controlled GP Entities controls its respective Controlled Entity and may influence
cash distributed to us.
  EPCOs employees may be subjected to conflicts in managing our business and the allocation of
time and compensation costs between our business and the business of EPCO and its other
affiliates.
    Risks Relating to the MLP Entities Business
  94
    Table of Contents  The interruption of distributions to the MLP Entities from their respective subsidiaries and
joint ventures may affect their ability to satisfy their obligations and to make distributions
to their partners.
   Changes in demand for and production of hydrocarbon products may materially adversely affect
the MLP Entities results of operations, cash flows and financial condition.
     §    
    the level of domestic production;§    
    the availability of imported oil and natural gas;§    
    actions taken by foreign oil and natural gas producing nations;§    
    the availability of transportation systems with adequate capacity;§    
    the availability of competitive fuels;§    
    fluctuating and seasonal demand for oil, natural gas and NGLs;
 95
    Table of Contents  §    
    the impact of conservation efforts;§    
    the extent of governmental regulation and taxation of production; and§    
    the overall economic environment.
 A decline in the volume of natural gas, NGLs and crude oil delivered to the MLP Entities
facilities could adversely affect its results of operations, cash flows and financial
condition.
    Acquisitions that appear to be accretive may nevertheless reduce the MLP Entities cash from
operations on a per unit basis.
  §    
    mistaken assumptions about volumes, revenues and costs, including synergies;§    
    an inability to integrate successfully the acquired businesses;§    
    decreased liquidity as a result of using a significant portion of available cash or
borrowing capacity to finance the acquisition;§    
    a significant increase in interest expense or financial leverage if additional debt is
incurred to finance the acquisition;§    
    the assumption of known or unknown liabilities for which there is no indemnification or
for which indemnity is inadequate or limited;§    
    an inability to hire, train or retain qualified personnel to manage and operate new
businesses and assets;
 96
    Table of Contents  §    
    mistaken assumptions about the overall costs of equity or debt;§    
    the diversion of managements and employees attention from other business concerns;§    
    unforeseen difficulties operating in new product areas or new geographic areas; and§    
    customer or key employee losses at the acquired businesses.
  The MLP Entities may not be able to fully execute their growth strategies if they encounter
illiquid capital markets or increased competition for investment opportunities.
    The MLP Entities face competition from third parties in their midstream businesses.
  §    
    geographic proximity to the production;§    
    costs of connection;§    
    available capacity;§    
    rates; and
 97
    Table of Contents  §    
    access to markets.
   The use of derivative financial instruments could result in material financial losses by each
of the MLP Entities.
  The MLP Entities construction of new assets is subject to regulatory, environmental,
political, legal and economic risks, which may result in delays, increased costs or decreased
cash flows.
  §    
    the MLP Entity may be unable to complete construction projects on schedule or at
the budgeted cost due to the unavailability of required construction personnel or
materials, accidents, weather conditions or an inability to obtain necessary permits;§    
    the MLP Entity will not receive any material increases in revenues until the project is
completed, even though it may have expended considerable funds during the construction
phase, which may be prolonged;§    
    the MLP Entity may construct facilities to capture anticipated future growth in
production in a region in which such growth does not materialize;§    
    since the MLP Entities are not engaged in the exploration for and development of
natural gas reserves, it may not have access to third-party estimates of reserves in an
area prior to its
 98
    Table of Contents  constructing facilities in the area. As a result, the MLP Entities may construct
facilities in an area where the reserves are materially lower than it anticipate;§    
    where the MLP Entities do rely on third-party estimates of reserves in making a
decision to construct facilities, these estimates may prove to be inaccurate because there
are numerous uncertainties inherent in estimating reserves; and§    
    the MLP Entities may be unable to obtain rights-of-way to construct additional
pipelines or the cost to do so may not be economical.
  The MLP Entities growth strategy may adversely affect its results of operations if it does not
successfully integrate the businesses that it acquires or if it substantially increases its
indebtedness and contingent liabilities to make acquisitions.
  §    
    difficulties in the assimilation of the operations, technologies, services and products
of the acquired companies or business segments;§    
    establishing the internal controls and procedures required to be maintained under the
Sarbanes-Oxley Act of 2002;§    
    managing relationships with new joint venture partners;§    
    inefficiencies and complexities that can arise because of unfamiliarity with new assets
and the businesses associated with them, including with their markets; and§    
    diversion of the attention of management and other personnel from day-to-day business
to the development or acquisition of new businesses and other business opportunities.
  A natural disaster, catastrophe or other event could result in severe personal injury, property
damage and environmental damage, which could curtail the MLP Entities operations and otherwise
materially adversely affect cash flow and, accordingly, affect the market price of their common
units.
 99
    Table of Contents      Federal or state regulation could materially adversely affect the MLP Entities business,
results of operations, cash flows and financial condition.
   100
    Table of Contents   i.e
  BP West Coast Products, LLC v. FERC Lakehead Lakehead BP West Coast BP West Coast
  101
    Table of Contents  102
    Table of Contents    Increases in interest rates could materially adversely affect the MLP Entities business,
results of operations, cash flows and financial condition.
    The MLP Entities future debt level may limit their flexibility to obtain additional financing
and pursue other business opportunities.
  §    
    a substantial portion of the MLP Entities cash flow, including that of Duncan Energy
Partners to Enterprise Products Partners, could be dedicated to the payment of principal
and interest on its future debt and may not be available for other purposes, including the
payment of distributions on its common units and capital expenditures;§    
    credit rating agencies may view its debt level negatively;§    
    covenants contained in its existing and future credit and debt arrangements will
require it to continue to meet financial tests that may adversely affect its flexibility
in planning for and reacting to changes in its business, including possible acquisition
opportunities;§    
    its ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes may be impaired or such financing may not be
available on favorable terms;§    
    it may be at a competitive disadvantage relative to similar companies that have less
debt; and§    
    it may be more vulnerable to adverse economic and industry conditions as a result of
its significant debt level.
 103
    Table of Contents    The MLP Entities pipeline integrity programs may impose significant costs and liabilities on
them.
  Environmental costs and liabilities and changing environmental regulation could materially
affect the MLP Entities results of operations, cash flows and financial condition.
   104
    Table of Contents  The MLP Entities are subject to strict regulations at many of their facilities regarding
employee safety, and failure to comply with these regulations could adversely affect their
ability to make distributions to us and the Controlled GP Entities.
  An impairment of goodwill and intangible assets could reduce the MLP Entities net income.
   The MLP Entities may be unable to cause their joint ventures to take or not to take certain
actions unless some or all of the joint venture participants agree.
   105
    Table of Contents  Terrorist attacks aimed at any of the MLP Entities facilities could adversely affect their
business, results of operations, cash flows and financial condition.
  Risks Relating to Energy Transfer Equity and ETP
  A reduction in ETPs distributions will disproportionately affect the amount of cash
distributions to which Energy Transfer Equity and we are entitled.
  ETP is under investigation by the FERC and CFTC relating to certain trading and transportation
activities.
   106
    Table of Contents  Tax Risks to Our Unitholders
 Our tax treatment depends on our status as a partnership for federal income tax purposes, as
well as our not being subject to a material amount of entity-level taxation by individual
states. If the IRS were to treat us as a corporation or if we were to become subject to a
material amount of entity-level taxation for state tax purposes, then our cash available for
distribution to our unitholders would be substantially reduced.
     If the IRS contests the federal income tax positions we take, the market for our units may be
adversely impacted, and the costs of any contest will be borne by our unitholders and EPE
Holdings.
 107
    Table of Contents    A successful IRS contest of the federal income tax positions taken by any of the MLP Entities
may adversely impact the market for its common units, and the costs of any contest will be
borne by such MLP Entity, and therefore indirectly by us and the other unitholders of the MLP
Entities.
  Even if our unitholders do not receive any cash distributions from us, they will be required to
pay taxes on their share of our taxable income.
  Tax gain or loss on the disposition of our units could be different than expected.
  Tax-exempt entities and foreign persons face unique tax issues from owning units that may
result in adverse tax consequences to them.
  We will treat each purchaser of our units as having the same tax benefits without regard to the
units purchased. The IRS may challenge this treatment, which could adversely affect the value
of our units.
  108
    Table of Contents  Our unitholders will likely be subject to state and local taxes and return filing requirements
as a result of investing in our units.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .
   
 Item 3. Defaults Upon Senior Securities .
  
 Item 4. Submission of Matters to a Vote of Security Holders .
  
 Item 5. Other Information .
  
 Item 6. Exhibits .
 ExhibitNumber
    
    Exhibit*3.1
    
    First Amended and Restated Agreement of Limited
Partnership of Enterprise GP Holdings L.P.,
dated as of August 29, 2005 (incorporated by
reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amendment No. 1 to First Amended and Restated
Agreement of Limited Partnership of Enterprise
GP Holdings L.P., dated as of May 7, 2007
(incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).3.3
    
    Second Amended and Restated Limited Liability
Company Agreement of EPE Holdings, LLC, dated as
of February 13, 2006 (incorporated by reference
to Exhibit 3.1 to Enterprise GP Holdings Form
8-K filed February 16, 2006).3.4
    
    Certificate of Limited Partnership of Enterprise
GP Holdings L.P. (incorporated by reference to
Exhibit 3.1 to Amendment No. 2 to Enterprise GP
Holdings Form S-1 Registration Statement, Reg.
No. 333-124320, filed July 21, 2005).3.5
    
    Certificate of Formation of EPE Holdings, LLC
(incorporated by reference to Exhibit 3.2 to
Amendment No. 2 to Enterprise GP Holdings Form
S-1 Registration Statement, Reg. No. 333-124320,
filed July 21, 2005).3.6
    
    Fifth Amended and Restated Agreement of Limited
Partnership of Enterprise Products Partners
L.P., dated effective as of August 8, 2005
(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed
August 10, 2005).
 109
    Table of Contents  ExhibitNumber
    
    Exhibit*3.7
    
    Fourth Amended and Restated Limited Liability
Company Agreement of Enterprise Products GP,
LLC, dated as of February 13, 2006 (incorporated
by reference to Exhibit 3.1 to Enterprise
Products Partners Form 8-K filed February 16,
2006).3.8
    
    Amended and Restated Limited Liability Company
Agreement of Texas Eastern Products Pipeline
Company, LLC dated May 7, 2007 (incorporated by
reference to Exhibit 3 to the Current Report on
Form 8-K of TEPPCO Partners, L.P. (commission
File No. 1-10403) filed on May 10, 2007).3.9
    
    Fourth Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P., dated
December 8, 2006 (Filed as Exhibit 3 to the
Current Report on Form 8-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) filed on
December 13, 2006).4.1
    
    Specimen Unit certificate (incorporated by
reference to Exhibit 4.1 to Amendment No. 3 to
Enterprise GP Holdings Form S-1 Registration
Statement, Reg. No. 333-124320, filed August 11,
2005).4.2
    
    Registration Rights Agreement dated as of July
17, 2007 by and among Enterprise GP Holdings
L.P. and the Purchasers named therein
(incorporated by reference to Exhibit 10.2 to
Enterprise GP Holdings Form 8-K filed on July
12, 2007).10.1
    
    Securities Purchase Agreement, dated as of May
7, 2007, by and among Enterprise GP Holdings
L.P., Natural Gas Partners VI, L.P., Ray C.
Davis, Avatar Holdings, LLC, Avatar Investments,
LP, Lon Kile, MHT Properties, Ltd., P. Brian
Smith Holdings, LP., and LE GP, LLC
(incorporated by reference to Exhibit 10.1 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.2
    
    Amended and Restated Limited Liability Company
Agreement of LE GP, LLC, dated as of May 7, 2007
(incorporated by reference to Exhibit 10.2 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.3
    
    Unitholder Rights and Restrictions Agreement,
dated as of May 7, 2007, by and among Energy
Transfer Equity, L.P., Enterprise GP Holdings
L.P., Natural Gas Partners VI, L.P. and Ray C.
Davis (incorporated by reference to Exhibit 10.3
to Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.4
    
    Securities Purchase Agreement, dated as of May
7, 2007, by and among Enterprise GP Holdings
L.P., DFI GP Holdings L.P. and Duncan Family
Interests, Inc. (incorporated by reference to
Exhibit 10.4 to Enterprise GP Holdings Form 8-K
filed on May 10, 2007).10.5
    
    Second Amended and Restated Credit Agreement,
dated as of May 1, 2007, by and among Enterprise
GP Holdings L.P., as Borrower, the Lenders named
therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper
Inc., as Syndication Agent, Citibank, N.A., as
Issuing Bank, and The Bank of Nova Scotia, Sun
Trust Bank and Mizuho Corporate Bank, Ltd., as
Co-Documentation Agent (incorporated by
reference to Exhibit 10.5 to Enterprise GP
Holdings Form 8-K filed on May 10, 2007).10.6**
    
    First Amendment to EPE Unit L.P. Agreement of
limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.3 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.7**
    
    First Amendment to EPE Unit II, L.P. Agreement
of limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.4 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.8**
    
    First Amendment to EPE Unit III, L.P. Agreement
of limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.5 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.9
    
    Second Amendment to Fourth Amended and Restated
Administrative Services Agreement dated August
7, 2007, but effective as of May 7, 2007
(incorporated by reference to Exhibit 10.1 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.10**
    
    EPE Unit II, L.P. Agreement of Limited Partnership dated
December 5, 2006 (incorporated by reference to Exhibit 10.13 to Enterprise Products
Partners annual report on Form 10-K for the year ended December 31, 2006 filed on
February 28, 2007).10.11**
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated
May 7, 2007 (incorporated by reference to Exhibit 10.6 to Enterprise GP Holdings
Form 8-K filed on May 10, 2007).31.1#
    
    Sarbanes-Oxley Section 302 certification of Dr.
Ralph S. Cunningham for Enterprise GP Holdings
L.P. with respect to the June 30, 2007 Quarterly
Report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W.
Randall Fowler for Enterprise GP Holdings L.P.
with respect to the June 30, 2007 Quarterly
Report on Form 10-Q.32.1#
    
    Section 1350 certification of Dr. Ralph S.
Cunningham for the June 30, 2007 Quarterly
Report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler
for the June 30, 2007 Quarterly Report on Form
10-Q.
 110
    Table of Contents  *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file numbers for Enterprise Products Partners, Duncan Energy Partners and TEPPCO
are 1-14323, 1-33266 and 1-10403,
respectively.**
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 111
    Table of Contents  SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.
(A Delaware Limited Partnership)By:
    
    EPE Holdings, LLC,as General PartnerBy:
Name:
    
    /s/ Michael J. Knesek

Michael J. KnesekTitle:
    
    Senior Vice President, Controllerand Principal Accounting Officerof the General Partner
 112
    Table of Contents  Exhibit Index
 ExhibitNumber
    
    Exhibit*3.1
    
    First Amended and Restated Agreement of Limited
Partnership of Enterprise GP Holdings L.P.,
dated as of August 29, 2005 (incorporated by
reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amendment No. 1 to First Amended and Restated
Agreement of Limited Partnership of Enterprise
GP Holdings L.P., dated as of May 7, 2007
(incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).3.3
    
    Second Amended and Restated Limited Liability
Company Agreement of EPE Holdings, LLC, dated as
of February 13, 2006 (incorporated by reference
to Exhibit 3.1 to Enterprise GP Holdings Form
8-K filed February 16, 2006).3.4
    
    Certificate of Limited Partnership of Enterprise
GP Holdings L.P. (incorporated by reference to
Exhibit 3.1 to Amendment No. 2 to Enterprise GP
Holdings Form S-1 Registration Statement, Reg.
No. 333-124320, filed July 21, 2005).3.5
    
    Certificate of Formation of EPE Holdings, LLC
(incorporated by reference to Exhibit 3.2 to
Amendment No. 2 to Enterprise GP Holdings Form
S-1 Registration Statement, Reg. No. 333-124320,
filed July 21, 2005).3.6
    
    Fifth Amended and Restated Agreement of Limited
Partnership of Enterprise Products Partners
L.P., dated effective as of August 8, 2005
(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed
August 10, 2005).3.7
    
    Fourth Amended and Restated Limited Liability
Company Agreement of Enterprise Products GP,
LLC, dated as of February 13, 2006 (incorporated
by reference to Exhibit 3.1 to Enterprise
Products Partners Form 8-K filed February 16,
2006).3.8
    
    Amended and Restated Limited Liability Company
Agreement of Texas Eastern Products Pipeline
Company, LLC dated May 7, 2007 (incorporated by
reference to Exhibit 3 to the Current Report on
Form 8-K of TEPPCO Partners, L.P. (commission
File No. 1-10403) filed on May 10, 2007).3.9
    
    Fourth Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P., dated
December 8, 2006 (Filed as Exhibit 3 to the
Current Report on Form 8-K of TEPPCO Partners,
L.P. (Commission File No. 1-10403) filed on
December 13, 2006).4.1
    
    Specimen Unit certificate (incorporated by
reference to Exhibit 4.1 to Amendment No. 3 to
Enterprise GP Holdings Form S-1 Registration
Statement, Reg. No. 333-124320, filed August 11,
2005).4.2
    
    Registration Rights Agreement dated as of July
17, 2007 by and among Enterprise GP Holdings
L.P. and the Purchasers named therein
(incorporated by reference to Exhibit 10.2 to
Enterprise GP Holdings Form 8-K filed on July
12, 2007).10.1
    
    Securities Purchase Agreement, dated as of May
7, 2007, by and among Enterprise GP Holdings
L.P., Natural Gas Partners VI, L.P., Ray C.
Davis, Avatar Holdings, LLC, Avatar Investments,
LP, Lon Kile, MHT Properties, Ltd., P. Brian
Smith Holdings, LP., and LE GP, LLC
(incorporated by reference to Exhibit 10.1 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.2
    
    Amended and Restated Limited Liability Company
Agreement of LE GP, LLC, dated as of May 7, 2007
(incorporated by reference to Exhibit 10.2 to
Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.3
    
    Unitholder Rights and Restrictions Agreement,
dated as of May 7, 2007, by and among Energy
Transfer Equity, L.P., Enterprise GP Holdings
L.P., Natural Gas Partners VI, L.P. and Ray C.
Davis (incorporated by reference to Exhibit 10.3
to Enterprise GP Holdings Form 8-K filed on May
10, 2007).10.4
    
    Securities Purchase Agreement, dated as of May
7, 2007, by and among Enterprise GP Holdings
L.P., DFI GP Holdings L.P. and Duncan Family
Interests, Inc. (incorporated by reference to
Exhibit 10.4 to Enterprise GP Holdings Form 8-K
filed on May 10, 2007).
    Table of Contents  ExhibitNumber
    
    Exhibit*10.5
    
    Second Amended and Restated Credit Agreement,
dated as of May 1, 2007, by and among Enterprise
GP Holdings L.P., as Borrower, the Lenders named
therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper
Inc., as Syndication Agent, Citibank, N.A., as
Issuing Bank, and The Bank of Nova Scotia, Sun
Trust Bank and Mizuho Corporate Bank, Ltd., as
Co-Documentation Agent (incorporated by
reference to Exhibit 10.5 to Enterprise GP
Holdings Form 8-K filed on May 10, 2007).10.6**
    
    First Amendment to EPE Unit L.P. Agreement of
limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.3 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.7**
    
    First Amendment to EPE Unit II, L.P. Agreement
of limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.4 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.8**
    
    First Amendment to EPE Unit III, L.P. Agreement
of limited partnership dated August 7, 2007
(incorporated by reference to Exhibit 10.5 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.9
    
    Second Amendment to Fourth Amended and Restated
Administrative Services Agreement dated August
7, 2007, but effective as of May 7, 2007
(incorporated by reference to Exhibit 10.1 to
Form 10-Q filed by Duncan Energy Partners L.P.
on August 8, 2007).10.10**
    
    EPE Unit II, L.P. Agreement of Limited Partnership dated
December 5, 2006 (incorporated by reference to Exhibit 10.13 to Enterprise Products
Partners annual report on Form 10-K for the year ended December 31, 2006 filed on
February 28, 2007).10.11**
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated
May 7, 2007 (incorporated by reference to Exhibit 10.6 to Enterprise GP Holdings
Form 8-K filed on May 10, 2007).31.1#
    
    Sarbanes-Oxley Section 302 certification of Dr.
Ralph S. Cunningham for Enterprise GP Holdings
L.P. with respect to the June 30, 2007 Quarterly
Report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W.
Randall Fowler for Enterprise GP Holdings L.P.
with respect to the June 30, 2007 Quarterly
Report on Form 10-Q.32.1#
    
    Section 1350 certification of Dr. Ralph S.
Cunningham for the June 30, 2007 Quarterly
Report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler
for the June 30, 2007 Quarterly Report on Form
10-Q.
 
 *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file numbers for Enterprise Products Partners, Duncan Energy Partners and TEPPCO
are 1-14323, 1-33266 and 1-10403,
respectively.**
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report.