##### 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, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-32610
 ENTERPRISE GP HOLDINGS L.P.
  Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    13-4297064
(I.R.S. Employer Identification No.)
 1100 LouisianaHouston, Texas 77002
 (713) 381-6500
 2727 North Loop WestHouston, Texas 77008-1044
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  o þ




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
INDEX TO FINANCIAL STATEMENTS
 Page No.PART I. FINANCIAL INFORMATION.Item 1. Financial Statements.Unaudited Condensed Consolidated Balance Sheets
    
    
    2Unaudited Condensed Statements of Consolidated Operations
and Comprehensive Income
    
    
    3Unaudited Condensed Statements of Consolidated Cash Flows
    
    
    4Unaudited Condensed Statements of Consolidated Partners Equity
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements:1. Partnership Organization and Basis of Financial Statement Presentation
    
    
    62. General Accounting Policies and Related Matters
    
    
    93. Accounting for Equity Awards
    
    
    124. Financial Instruments
    
    
    165. Inventories
    
    
    176. Property, Plant and Equipment
    
    
    187. Investments in and Advances to Unconsolidated Affiliates
    
    
    198. Business Acquisitions
    
    
    209. Intangible Assets and Goodwill
    
    
    2110. Debt Obligations
    
    
    2211. Partners Equity
    
    
    2412. Business Segments
    
    
    2513. Related Party Transactions
    
    
    2914. Earnings per Unit
    
    
    3115. Commitments and Contingencies
    
    
    3216. Significant Risks and Uncertainties  Weather-Related Risks
    
    
    3417. Supplemental Cash Flow Information
    
    
    3518. Condensed Financial Information of Operating Partnership
    
    
    3519. Subsequent Events
    
    
    37Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    39Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    66Item 4. Controls and Procedures.
    
    
    68PART II. OTHER INFORMATION.Item 1. Legal Proceedings.
    
    
    69Item 1A. Risk Factors.
    
    
    69Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    69Item 3. Defaults upon Senior Securities.
    
    
    69Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    70Item 5. Other Information.
    
    
    70Item 6. Exhibits.
    
    
    70Signatures
    
    
    73Section 302 CertificationSection 302 CertificationSection 1350 CertificationSection 1350 Certification
 1




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PART I. FINANCIAL INFORMATION.
 
 Item 1. Financial Statements .
 ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 June 30,
    
    December 31,2006
    
    2005ASSETSCurrent assetsCash and cash equivalents
    
    $
    24,887
    
    
    $
    42,650Restricted cash
    
    
    21,655
    
    
    
    14,952Accounts and notes receivable  trade, net of allowance for doubtful accounts
of $20,121 at June 30, 2006 and $25,849 at December 31, 2005
    
    
    1,324,611
    
    
    
    1,448,026Accounts receivable  related parties
    
    
    12,228
    
    
    
    3,077Inventories
    
    
    451,237
    
    
    
    339,606Prepaid and other current assets
    
    
    169,626
    
    
    
    120,308Total current assets
    
    
    2,004,244
    
    
    
    1,968,619Property, plant and equipment, net
    
    
    9,018,275
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates
    
    
    464,605
    
    
    
    471,921Intangible assets, net of accumulated amortization of $205,055 at
June 30, 2006 and $163,121 at December 31, 2005
    
    
    909,323
    
    
    
    913,626Goodwill
    
    
    493,995
    
    
    
    494,033Deferred tax asset
    
    
    3,444
    
    
    
    3,606Other assets
    
    
    150,613
    
    
    
    47,359Total assets
    
    $
    13,044,499
    
    
    $
    12,588,188LIABILITIES AND PARTNERS EQUITYCurrent liabilitiesAccounts payable  trade
    
    $
    265,123
    
    
    $
    266,771Accounts payable  related parties
    
    
    37,655
    
    
    
    24,310Accrued gas payables
    
    
    1,392,239
    
    
    
    1,372,837Accrued expenses
    
    
    30,160
    
    
    
    30,294Accrued interest
    
    
    70,426
    
    
    
    71,286Other current liabilities
    
    
    188,471
    
    
    
    127,473Total current liabilities
    
    
    1,984,074
    
    
    
    1,892,971Long-term debt
    
    
    4,967,901
    
    
    
    4,968,280Other long-term liabilities
    
    
    131,315
    
    
    
    84,594Minority interest
    
    
    5,260,137
    
    
    
    4,927,037Commitments and contingenciesPartners equityLimited partner units (88,884,116 units outstanding)
    
    
    690,145
    
    
    
    696,223General partner
    
    
    10
    
    
    
    11Accumulated other comprehensive income
    
    
    10,917
    
    
    
    19,072Total partners equity
    
    
    701,072
    
    
    
    715,306Total liabilities and partners equity
    
    $
    13,044,499
    
    
    $
    12,588,188
  2




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
 AND COMPREHENSIVE INCOME
 (Dollars in thousands, except per unit amounts)
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005REVENUESThird parties
    
    $
    3,404,419
    
    
    $
    2,590,820
    
    
    $
    6,564,418
    
    
    $
    5,088,149Related parties
    
    
    113,434
    
    
    
    80,948
    
    
    
    203,509
    
    
    
    139,141Total
    
    
    3,517,853
    
    
    
    2,671,768
    
    
    
    6,767,927
    
    
    
    5,227,290COST AND EXPENSESOperating costs and expensesThird parties
    
    
    3,244,576
    
    
    
    2,461,244
    
    
    
    6,189,796
    
    
    
    4,779,317Related parties
    
    
    79,009
    
    
    
    68,889
    
    
    
    180,652
    
    
    
    134,460Total operating costs and expenses
    
    
    3,323,585
    
    
    
    2,530,133
    
    
    
    6,370,448
    
    
    
    4,913,777General and administrative costsThird parties
    
    
    6,827
    
    
    
    7,763
    
    
    
    10,190
    
    
    
    13,241Related parties
    
    
    10,972
    
    
    
    11,119
    
    
    
    22,170
    
    
    
    20,794Total general and administrative costs
    
    
    17,799
    
    
    
    18,882
    
    
    
    32,360
    
    
    
    34,035Total costs and expenses
    
    
    3,341,384
    
    
    
    2,549,015
    
    
    
    6,402,808
    
    
    
    4,947,812EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATES
    
    
    8,012
    
    
    
    2,581
    
    
    
    12,041
    
    
    
    10,860OPERATING INCOME
    
    
    184,481
    
    
    
    125,334
    
    
    
    377,160
    
    
    
    290,338OTHER INCOME (EXPENSE)Interest expense
    
    
    (58,643
    )
    
    
    (56,746
    )
    
    
    (118,786
    )
    
    
    (110,159
    )Interest expense  related parties
    
    
    
    
    
    
    (5,689
    )
    
    
    
    
    
    
    (11,328
    )Other, net
    
    
    3,406
    
    
    
    1,258
    
    
    
    5,389
    
    
    
    2,182Other expense
    
    
    (55,237
    )
    
    
    (61,177
    )
    
    
    (113,397
    )
    
    
    (119,305
    )INCOME BEFORE PROVISION FOR INCOME TAXES, MINORITY
INTEREST AND CHANGE IN ACCOUNTING PRINCIPLE
    
    
    129,244
    
    
    
    64,157
    
    
    
    263,763
    
    
    
    171,033Provision for income taxes
    
    
    (6,271
    )
    
    
    1,034
    
    
    
    (9,163
    )
    
    
    (735
    )INCOME BEFORE MINORITY INTEREST AND
CHANGE IN ACCOUNTING PRINCIPLE
    
    
    122,973
    
    
    
    65,191
    
    
    
    254,600
    
    
    
    170,298Minority interest
    
    
    (100,340
    )
    
    
    (54,424
    )
    
    
    (209,708
    )
    
    
    (149,996
    )INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE
    
    
    22,633
    
    
    
    10,767
    
    
    
    44,892
    
    
    
    20,302Cumulative effect of change in accounting principle (see Note 3)
    
    
    
    
    
    
    
    
    
    
    96NET INCOME
    
    $
    22,633
    
    
    $
    10,767
    
    
    $
    44,988
    
    
    $
    20,302Cash flow financing hedges (see Note 4)
    
    
    1,638
    
    
    
    
    
    
    
    1,638Amortization of cash flow financing hedges
    
    
    (1,052
    )
    
    
    (1,006
    )
    
    
    (2,093
    )
    
    
    (2,001
    )Change in fair value of commodity hedges
    
    
    (7,951
    )
    
    
    
    
    
    
    (7,700
    )
    
    
    (1,434
    )COMPREHENSIVE INCOME
    
    $
    15,268
    
    
    $
    9,761
    
    
    $
    36,833
    
    
    $
    16,867ALLOCATION OF NET INCOME:Limited partners interest in net income
    
    $
    22,631
    
    
    $
    10,766
    
    
    $
    44,984
    
    
    $
    20,300General partner interest in net income
    
    $
    2
    
    
    $
    1
    
    
    $
    4
    
    
    $
    2EARNINGS PER UNIT:(see Note 14)Basic income per unit
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27Diluted income per unit
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27
  3




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For the Six MonthsEnded June 30,2006
    
    2005OPERATING ACTIVITIESNet income
    
    $
    44,988
    
    
    $
    20,302Adjustments to reconcile net income to cash flows provided from operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    212,768
    
    
    
    201,013Depreciation and amortization in general and administrative costs
    
    
    3,820
    
    
    
    3,536Amortization in interest expense
    
    
    657
    
    
    
    (370
    )Equity in income of unconsolidated affiliates
    
    
    (12,041
    )
    
    
    (10,860
    )Distributions received from unconsolidated affiliates
    
    
    20,348
    
    
    
    38,908Cumulative effect of change in accounting principle
    
    
    (96
    )Operating lease expense paid by EPCO, Inc.
    
    
    1,056
    
    
    
    1,056Minority interest
    
    
    209,708
    
    
    
    149,996Gain on sale of assets
    
    
    (197
    )
    
    
    (5,353
    )Deferred income tax expense
    
    
    9,179
    
    
    
    3,875Changes in fair market value of financial instruments
    
    
    (53
    )
    
    
    111Net effect of changes in operating accounts (see Note 17)
    
    
    71,007
    
    
    
    (296,194
    )Net cash provided from operating activities
    
    
    561,144
    
    
    
    106,020INVESTING ACTIVITIESCapital expenditures
    
    
    (575,419
    )
    
    
    (435,769
    )Contributions in aid of construction costs
    
    
    34,941
    
    
    
    27,032Proceeds from sale of assets
    
    
    256
    
    
    
    42,267Decrease (increase) in restricted cash
    
    
    (6,703
    )
    
    
    13,130Cash used for business combinations and asset purchases
    
    
    (38,100
    )
    
    
    (181,079
    )Acquisition of intangible asset
    
    
    
    
    
    
    (1,750
    )Advances to Jonah affiliate (see Note 13)
    
    
    (97,767
    )Investments in unconsolidated affiliates
    
    
    (14,115
    )
    
    
    (80,650
    )Advances to unconsolidated affiliates
    
    
    7,120
    
    
    
    (1,130
    )Return of investment of unconsolidated affiliate
    
    
    
    
    
    
    47,500Cash used in investing activities
    
    
    (689,787
    )
    
    
    (570,449
    )FINANCING ACTIVITIESBorrowings under debt agreements
    
    
    1,458,500
    
    
    
    2,612,345Repayments of debt
    
    
    (1,413,500
    )
    
    
    (2,342,748
    )Debt issuance costs
    
    
    (1,018
    )
    
    
    (8,286
    )Distributions paid to partners
    
    
    (51,113
    )
    
    
    (11,779
    )Distributions paid to minority interests
    
    
    (345,413
    )
    
    
    (315,240
    )Contributions from minority interests
    
    
    463,424
    
    
    
    538,264Cash provided by financing activities
    
    
    110,880
    
    
    
    472,556NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (17,763
    )
    
    
    8,127CASH AND CASH EQUIVALENTS, JANUARY 1
    
    
    42,650
    
    
    
    25,006CASH AND CASH EQUIVALENTS, JUNE 30
    
    $
    24,887
    
    
    $
    33,133
  4




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ENTERPRISE GP HOLDINGS L.P.
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
 (Dollars in thousands)
 AccumulatedOtherLimited
    
    General
    
    ComprehensivePartners
    
    Partner
    
    Income
    
    TotalBalance, December 31, 2005
    
    $
    696,223
    
    
    $
    11
    
    
    $
    19,072
    
    
    $
    715,306Net income
    
    
    44,984
    
    
    
    4
    
    
    
    
    
    
    
    44,988Distributions to partners
    
    
    (51,108
    )
    
    
    (5
    )
    
    
    
    
    
    
    (51,113
    )Operating leases paid by EPCO, Inc.
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    56Amortization of equity-related awards
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Change in fair value of financial instruments
    
    
    
    
    
    
    
    
    
    
    (7,700
    )
    
    
    (7,700
    )Interest rate hedging financial instruments recorded
as cash flow hedges:- Change in fair value
    
    
    
    
    
    
    
    
    
    
    1,638
    
    
    
    1,638- Amortization of gain as component of interest
expense
    
    
    
    
    
    
    
    
    
    
    (2,093
    )
    
    
    (2,093
    )Change in accounting method for equity awards
    
    
    (50
    )
    
    
    
    
    
    
    
    
    
    
    (50
    )Balance, June 30, 2006
    
    $
    690,145
    
    
    $
    10
    
    
    $
    10,917
    
    
    $
    701,072
  5




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ENTERPRISE GP HOLDINGS L.P.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 1. Partnership Organization and Basis of Financial Statement Presentation
 Significant Relationships referenced in Notes to Consolidated Financial Statements
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Enterprise Products GP
 EPCO
 TEPPCO TEPPCO GP
 Partnership organization and formation
    6




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Basis of presentation of consolidated financial statements
       Parent company financial information
   7




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June 30,
    
    December 31,2006
    
    2005ASSETSCurrent assets
    
    $
    1,602
    
    
    $
    608Investments in and advances to unconsolidated affiliates(1)
    
    
    835,914
    
    
    
    834,837Other assets
    
    
    508Total assets
    
    $
    838,024
    
    
    $
    835,445LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,369
    
    
    $
    4,704Long Term debt(2)
    
    
    146,500
    
    
    
    134,500Partners equity
    
    
    690,155
    
    
    
    696,241Total liabilities and partners equity
    
    $
    838,024
    
    
    $
    835,445
 
 (1)
    
    Represents the parent companys equity-method investments in Enterprise Products GP and Enterprise Products Partners. These
parent company investments are eliminated in the process of consolidating the financial statements of the parent company with those
of Enterprise Products GP and Enterprise Products Partners.(2)
    
    Represents borrowings outstanding under the parent companys credit facility. For additional information regarding the parent
companys debt obligation, see Note 10.  For the
    
    For theThree Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2006
    
    2006Equity in income of unconsolidated affiliates(1)
    
    $
    25,342
    
    
    $
    50,450General and administrative costs
    
    
    (411
    )
    
    
    (1,129
    )Operating income
    
    
    24,931
    
    
    
    49,321Other income (expense)Interest expense (2)
    
    
    (2,311
    )
    
    
    (4,377
    )Interest income
    
    
    13
    
    
    
    26Income before cumulative effect of change in accounting principle
    
    
    22,633
    
    
    
    44,970Cumulative effect of change in accounting principle
    
    
    
    
    
    
    18Net income
    
    $
    22,633
    
    
    $
    44,988
 
 (1)
    
    Represents the parent companys earnings from its equity-method investments in Enterprise Products GP and Enterprise Products
Partners.(2)
    
    Represents interest expense associated with the parent companys credit facility. 8




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Operating activitiesNet income
    
    $
    44,988Adjustments to reconcile net income to cash flows
provided by operating activities:Cumulative effect of change in accounting principle
    
    
    (18
    )Equity in income of unconsolidated affiliates
    
    
    (50,450
    )Distributions from unconsolidated affiliates (1)
    
    
    59,178Amortization of debt issue costs
    
    
    170Amortization of equity related awards
    
    
    15Net effect of changes in operating accounts
    
    
    (5,007
    )Cash provided by operating activities
    
    
    48,876Investing activitiesInvestments in unconsolidated affiliates (2)
    
    
    (8,891
    )Cash used in investing activities
    
    
    (8,891
    )Financing activitiesNet borrowings under debt agreements(2)
    
    
    12,000Debt issuance costs
    
    
    (1,018
    )Distributions paid to partners (3)
    
    
    (51,113
    )Cash used in financing activities
    
    
    (40,131
    )Net change in cash and cash equivalents
    
    
    (146
    )Cash and cash equivalents, at formation
    
    
    508Cash and cash equivalents, end of period
    
    $
    362
 
 (1)
    
    Represents distributions received by the parent company from its equity-method investments in
Enterprise Products GP and Enterprise Products Partners.(2)
    
    In March 2006, the parent company borrowed $8.6 million under its credit facility to fund a
capital contribution to Enterprise Products GP to maintain Enterprise Products GPs 2% general
partner interest in Enterprise Products Partners.(3)
    
    Represents distributions paid to partners in February 2006 (with respect to the fourth
quarter of 2005) and May 2006 (with respect to the first quarter of 2006). 
 2. General Accounting Policies and Related Matters
 Use of estimates
  New accounting pronouncements
 Emerging Issues Task Force (EITF) 04-13, Accounting for Purchases and Sale of Inventory
With the Same Counterparty.
 EITF 06-3, How Taxes Collected From Customers and Remitted to Governmental Authorities Should
Be Presented in the Income Statement (That Is, Gross versus Net Presentation).
 9




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Statement of Financial Accounting Standards (SFAS) 155, Accounting for Certain Hybrid
Financial Instruments  Accounting for Derivative
Instruments and Hedging Activities Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities Application of Statement 133 to Beneficial Interests to Securitized
Financial Assets
 Change in accounting principle
 Share-Based Payment.
 Accounting for employee benefit plans
  Defined contribution plan.
 Pension and postretirement benefit plans.
 10




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Minority interest
  June 30,
    
    December 31,2006
    
    2005Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners (1)
    
    $
    4,760,571
    
    
    $
    4,403,490Related party owners of Enterprise Products Partners (2)
    
    
    378,822
    
    
    
    420,378Joint venture partners (3)
    
    
    120,744
    
    
    
    103,169Total minority interest on consolidated balance sheet
    
    $
    5,260,137
    
    
    $
    4,927,037
 
 (1)
    
    Consist of non-affiliate public unitholders of Enterprise Products Partners(2)
    
    Consist of unitholders of Enterprise Products Partners that are related party
affiliates of Enterprise GP Holdings L.P. This group is primarily comprised of affiliates
of EPCO.(3)
    
    Represents third-party ownership interests in our majority-owned consolidated
subsidiaries such as Seminole Pipeline Company (Seminole).  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Third-party owners of Enterprise Products GP
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (92
    )Limited partners of Enterprise Products Partners
    
    $
    99,802
    
    
    $
    54,044
    
    
    $
    206,972
    
    
    
    147,763Joint venture partners
    
    
    538
    
    
    
    380
    
    
    
    2,736
    
    
    
    2,325Total
    
    $
    100,340
    
    
    $
    54,424
    
    
    $
    209,708
    
    
    $
    149,996
  For the Six MonthsEnded June 30,2006
    
    2005Distributions paid to minority interests:Limited partners of Enterprise Products Partners
    
    $
    341,282
    
    
    $
    311,086Joint venture partners
    
    
    4,131
    
    
    
    4,154Total
    
    $
    345,413
    
    
    $
    315,240Contributions from minority interests:Limited partners of Enterprise Products Partners
    
    $
    444,406
    
    
    $
    514,700Joint venture partners
    
    
    19,018
    
    
    
    23,564Total
    
    $
    463,424
    
    
    $
    538,264
  11




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##### Table of Contents



Provision for income taxes
   
 3. Accounting for Equity Awards
 Accounting for Stock Issued to Employees.
   12




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##### Table of Contents



Accounting for Stock-Based Compensation
 For the
    
    For theThree Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2005
    
    2005Reported net income
    
    $
    10,767
    
    
    $
    20,302Additional unit option-based compensation
expense estimated using fair value-based method
    
    
    (177
    )
    
    
    (354
    )Pro forma net income
    
    $
    10,590
    
    
    $
    19,948Basic and diluted earnings per unit:As reported and pro forma
    
    $
    0.14
    
    
    $
    0.27
 Unit options
    13




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##### Table of Contents



Weighted-averageWeighted-
    
    remaining
    
    AggregateNumber of
    
    average strike
    
    contractual
    
    IntrinsicUnits
    
    price
    
    term (in years)
    
    Value(1)Outstanding at December 31, 2005
    
    
    2,082,000
    
    
    $
    22.16Granted
    
    
    590,000
    
    
    $
    24.85Exercised
    
    
    (63,000
    )
    
    $
    14.75Forfeited
    
    
    (45,000
    )
    
    $
    24.28Outstanding at June 30, 2006
    
    
    2,564,000
    
    
    $
    22.92
    
    
    
    7.91
    
    
    $
    3,594Exercisable at June 30, 2006
    
    
    714,000
    
    
    $
    19.87
    
    
    
    5.35
    
    
    $
    3,594
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options of Enterprise Products Partners at June 30, 2006.    Nonvested units
    Weighted-Number of
    
    average grantUnits
    
    date fair valueRestricted units at December 31, 2005
    
    
    751,604
    
    
    $
    24.49Granted
    
    
    400,400
    
    
    $
    24.85Vested
    
    
    (39,711
    )
    
    $
    23.91Forfeited
    
    
    (37,276
    )
    
    $
    24.14Restricted units at June 30, 2006
    
    
    1,075,017
    
    
    $
    24.66
 14




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##### Table of Contents



Employee Partnership
      Parent companys long-term incentive plan
  15




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##### Table of Contents



4. Financial Instruments
  Interest Rate Risk Hedging Program
  Fair value hedges  Interest rate swaps
 Number
    
    Period Covered
    
    Termination
    
    Fixed to
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Variable Rate(1)
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    1
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50%  to 8.15%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb. 2013
    
    2
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.375% to 6.69%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    6
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.6% to 6.14%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    2
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.73%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.  Cash flow hedges  Treasury Locks.
 Commodity Risk Hedging Program
  16




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##### Table of Contents



5. Inventories
  June 30,
    
    December 31,2006
    
    2005Working inventory
    
    $
    406,169
    
    
    $
    279,237Forward-sales inventory
    
    
    45,068
    
    
    
    60,369Inventory
    
    $
    451,237
    
    
    $
    339,606
    17




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##### Table of Contents



6. Property, Plant and Equipment
  EstimatedUseful Life
    
    June 30,
    
    December 31,in Years
    
    2006
    
    2005Plants and pipelines(1)
    
    
    5-35
    (5)
    
    $
    8,489,508
    
    
    $
    8,209,580Underground and other storage facilities(2)
    
    
    5-35
    (6)
    
    
    552,458
    
    
    
    549,923Platforms and facilities(3)
    
    
    23-31
    
    
    
    161,880
    
    
    
    161,807Transportation equipment(4)
    
    
    3-10
    
    
    
    22,245
    
    
    
    24,939Land
    
    
    
    
    
    
    38,589
    
    
    
    38,757Construction in progress
    
    
    
    
    
    
    1,074,165
    
    
    
    854,595Total
    
    
    
    
    
    
    10,338,845
    
    
    
    9,839,601Less accumulated depreciation
    
    
    
    
    
    
    1,320,570
    
    
    
    1,150,577Property, plant and equipment, net
    
    
    
    
    
    $
    9,018,275
    
    
    $
    8,689,024
 
 (1)
    
    Plants and pipelines includes processing plants; NGL, petrochemical, oil and natural gas pipelines; terminal loading and unloading facilities; office furniture
and equipment; buildings; laboratory and shop equipment; and related assets.(2)
    
    Underground and other storage facilities includes underground product storage caverns; storage tanks; water wells; and related assets.(3)
    
    Platforms and facilities includes offshore platforms and related facilities and other associated assets.(4)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of major components of this category are: processing plants, 20-35 years; pipelines, 18-35 years (with some equipment at
5 years); terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings 20-35 years; and laboratory and shop equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of major components of this category are: underground storage facilities, 20-35 years (with some components at 5 years);
storage tanks, 10-35 years; and water wells, 25-35 years (with some components at 5 years).  18




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##### Table of Contents



7. Investments in and Advances to Unconsolidated Affiliates
  Ownership
    
    Investments in and advances toPercentage at
    
    Unconsolidated Affiliates atJune 30,
    
    June 30,
    
    December 31,2006
    
    2006
    
    2005NGL Pipelines & Services:Venice Energy Services Company, LLC (VESCO)
    
    
    13.1
    %
    
    $
    38,609
    
    
    $
    39,689K/D/S Promix LLC (Promix)
    
    
    50
    %
    
    
    55,330
    
    
    
    65,103Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    26,096
    
    
    
    25,584Onshore Natural Gas Pipelines & Services:Evangeline(1)
    
    
    49.5
    %
    
    
    4,547
    
    
    
    3,151Coyote Gas Treating, LLC (Coyote)
    
    
    50
    %
    
    
    1,510
    
    
    
    1,493Offshore Pipelines & Services:Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    62,296
    
    
    
    62,918Cameron Highway Oil Pipeline Company (Cameron Highway)
    
    
    50
    %
    
    
    62,789
    
    
    
    58,207Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    115,628
    
    
    
    115,477Neptune Pipeline Company, L.L.C. (Neptune)
    
    
    25.67
    %
    
    
    67,405
    
    
    
    68,085Nemo Gathering Company, LLC (Nemo)
    
    
    33.92
    %
    
    
    10,527
    
    
    
    12,157Petrochemical Services:Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    14,870
    
    
    
    15,212La Porte(2)
    
    
    50
    %
    
    
    4,998
    
    
    
    4,845Total
    
    
    
    
    
    $
    464,605
    
    
    $
    471,921
 
 (1)
    
    Refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.(2)
    
    Refers to our ownership interests in La Porte Pipeline Company, L.P. and La Porte GP, LLC, collectively.   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005NGL Pipelines & Services
    
    $
    1,924
    
    
    $
    2,837
    
    
    $
    3,442
    
    
    $
    7,285Onshore Natural Gas Pipelines & Services
    
    
    904
    
    
    
    682
    
    
    
    1,506
    
    
    
    1,262Offshore Pipelines & Services(1)
    
    
    4,769
    
    
    
    (1,075
    )
    
    
    6,703
    
    
    
    1,900Petrochemical Services
    
    
    415
    
    
    
    137
    
    
    
    390
    
    
    
    413Total
    
    $
    8,012
    
    
    $
    2,581
    
    
    $
    12,041
    
    
    $
    10,860
 
 (1)
    
    Equity earnings from Cameron Highway for the three and six months ended June 30, 2005 were reduced by a charge of $11.5 million for costs
associated with the refinancing of Cameron Highways project debt in June 2005. The reduction in equity earnings from Cameron Highway for the
three and six months ended June 30, 2005, is offset by increases in equity earnings from investments we acquired in connection with the GulfTerra
Merger. 19




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##### Table of Contents



Summarized financial information of unconsolidated affiliates
  Summarized Income Statement Information for the Three Months EndedJune 30, 2006
    
    June 30, 2005Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income (Loss)
    
    Income (Loss)
    
    Revenues
    
    Income
    
    Income (Loss)NGL Pipelines & Services(1)
    
    $
    60,220
    
    
    $
    (2,238
    )
    
    $
    (1,785
    )
    
    $
    69,382
    
    
    $
    14,060
    
    
    $
    14,392Onshore Natural Gas Pipelines & Services
    
    
    77,381
    
    
    
    2,363
    
    
    
    1,722
    
    
    
    82,054
    
    
    
    4,055
    
    
    
    1,251Offshore Pipelines & Services(2)
    
    
    39,554
    
    
    
    20,166
    
    
    
    12,804
    
    
    
    37,289
    
    
    
    18,886
    
    
    
    (10,468
    )Petrochemical Services
    
    
    5,557
    
    
    
    1,645
    
    
    
    1,665
    
    
    
    3,952
    
    
    
    720
    
    
    
    730
 
 (1)
    
    The decrease in earnings generated by the unconsolidated affiliates within our NGL Pipelines & Services segment is primarily attributable to losses incurred by
VESCO due to the effects of Hurricane Katrina.(2)
    
    Earnings for Cameron Highway for the three months ended June 30, 2005 were reduced by a charge of $11.5 million for costs associated with the refinancing of
Cameron Highways project debt in June 2005. Summarized Income Statement Information for the Six Months EndedJune 30, 2006
    
    June 30, 2005Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income (Loss)
    
    Income (Loss)
    
    Revenues
    
    Income
    
    Income (Loss)NGL Pipelines & Services(1)
    
    $
    80,506
    
    
    $
    (24,363
    )
    
    $
    (23,463
    )
    
    $
    139,346
    
    
    $
    27,833
    
    
    $
    28,431Onshore Natural Gas Pipelines & Services
    
    
    159,723
    
    
    
    4,705
    
    
    
    2,914
    
    
    
    135,048
    
    
    
    6,202
    
    
    
    2,323Offshore Pipelines & Services(2)
    
    
    71,250
    
    
    
    31,096
    
    
    
    16,484
    
    
    
    67,652
    
    
    
    33,796
    
    
    
    (1,565
    )Petrochemical Services
    
    
    9,425
    
    
    
    1,831
    
    
    
    1,875
    
    
    
    8,047
    
    
    
    1,849
    
    
    
    1,871
 
 (1)
    
    The decrease in earnings generated by the unconsolidated affiliates within our NGL Pipelines & Services segment is primarily attributable to losses incurred by
VESCO due to the effects of Hurricane Katrina.(2)
    
    Earnings for Cameron Highway for the six months ended June 30, 2005 were reduced by a charge of $11.5 million for costs associated with the refinancing of
Cameron Highways project debt in June 2005. 
 8. Business Acquisitions
  Property, plant and equipment, net
    
    $
    469Intangible assets
    
    
    37,631Total assets acquired
    
    
    38,100Total consideration given
    
    $
    38,100
    20




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##### Table of Contents



9. Intangible Assets and Goodwill
 Identifiable Intangible assets
  At June 30, 2006
    
    At December 31, 2005Gross
    
    Accum.
    
    Carrying
    
    Accum.
    
    CarryingBusiness Segment
    
    Value
    
    Amort.
    
    Value
    
    Amort.
    
    ValueNGL Pipelines & Services(1)
    
    $
    392,894
    
    
    $
    (92,150
    )
    
    $
    300,744
    
    
    $
    (79,485
    )
    
    $
    275,778Onshore Natural Gas Pipelines & Services
    
    
    457,798
    
    
    
    (60,761
    )
    
    
    397,037
    
    
    
    (43,955
    )
    
    
    413,843Offshore Pipelines & Services
    
    
    207,012
    
    
    
    (43,947
    )
    
    
    163,065
    
    
    
    (32,480
    )
    
    
    174,532Petrochemical Services
    
    
    56,674
    
    
    
    (8,197
    )
    
    
    48,477
    
    
    
    (7,201
    )
    
    
    49,473Total
    
    $
    1,114,378
    
    
    $
    (205,055
    )
    
    $
    909,323
    
    
    $
    (163,121
    )
    
    $
    913,626
 
 (1)
    
    During the first six months of 2006, we recorded an additional $37.6 million of intangible assets in connection with our acquisition of the
Pioneer natural gas processing plant and associated natural gas processing rights. The value we assigned to these processing rights will be amortized to
earnings using methods that closely resemble the pattern in which the economic benefits of the underlying natural gas resource bases from which the
customers produce are estimated to be consumed or otherwise used. Our estimate of the useful life of each resource base is based on a number of factors,
including third-party reserve estimates, the economic viability of production and exploration activities and other industry factors.  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005NGL Pipelines & Services
    
    $
    6,304
    
    
    $
    7,045
    
    
    $
    12,665
    
    
    $
    13,472Onshore Natural Gas Pipelines & Services
    
    
    8,348
    
    
    
    8,847
    
    
    
    16,806
    
    
    
    17,820Offshore Pipelines & Services
    
    
    5,633
    
    
    
    6,488
    
    
    
    11,467
    
    
    
    13,210Petrochemical Services
    
    
    497
    
    
    
    508
    
    
    
    996
    
    
    
    997Total
    
    $
    20,782
    
    
    $
    22,888
    
    
    $
    41,934
    
    
    $
    45,499
  Goodwill
  June 30,
    
    December 31,2006
    
    2005NGL Pipelines & Services
    
    $
    54,942
    
    
    $
    54,960Onshore Natural Gas Pipelines & Services
    
    
    282,977
    
    
    
    282,997Offshore Pipelines & Services
    
    
    82,386
    
    
    
    82,386Petrochemical Services
    
    
    73,690
    
    
    
    73,690Totals
    
    $
    493,995
    
    
    $
    494,033
 21




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##### Table of Contents



10. Debt Obligations
  June 30,
    
    December 31,2006
    
    2005Parent Company debt obligations:$200 Million Credit Facility, variable rate, due January 2009(1)
    
    $
    146,500
    
    
    $
    134,500Operating Partnership debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011(2)
    
    
    530,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2007
    
    
    10,000
    
    
    
    17,000Debt obligations assumed from GulfTerra
    
    
    5,067
    
    
    
    5,067Total principal amount
    
    
    5,045,567
    
    
    
    5,000,567Other, including unamortized discounts and premiums and changes in fair value(3)
    
    
    (77,666
    )
    
    
    (32,287
    )Long-term debt
    
    $
    4,967,901
    
    
    $
    4,968,280Standby letters of credit outstanding
    
    $
    46,558
    
    
    $
    33,129
 
 (1)
    
    The parent company amended and restated its $525 Million Credit Facility in January 2006 resulting in a new $200 Million Credit Facility.(2)
    
    In June 2006, the Operating Partnership executed a second amendment (the Second Amendment) to the credit agreement governing its Multi-Year Revolving Credit Facility. The Second
Amendment, among other things, extends the maturity date of amounts borrowed under the Multi-Year Revolving Credit Facility from October 2010 to October 2011 with respect to $1.2 billion
of the commitments. Borrowings with respect to the remaining $48 million in commitments mature in October 2010.(3)
    
    The June 30, 2006 amount includes $64 million related to fair value hedges and $13.7 million in net unamortized discounts. The December 31, 2005 amount includes $18.2 million related
to fair value hedges and $14.1 million in net unamortized discounts. Parent company debt obligation
 $200 Million Credit Facility
   22




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Enterprise Products Partners-Subsidiary guarantor relationships
  Operating Partnership debt obligations
    Covenants
  Information regarding variable interest rates paid
  Range of
    
    Weighted-averageinterest rates
    
    interest ratepaid
    
    paidParent Companys $200 Million Credit Facility
    
    5.44% to 8.00%
    
    
    5.80
    %Operating Partnerships Multi-Year Revolving Credit Facility
    
    4.87% to 8.00%
    
    
    5.35
    %Dixie Revolving Credit Facility
    
    4.67% to 5.55%
    
    
    5.00
    %
 Consolidated debt maturity table
  2007
    
    $
    510,0002009
    
    
    646,5002010
    
    
    607,067Thereafter
    
    
    3,282,000Total scheduled principal payments
    
    $
    5,045,567
 23




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##### Table of Contents



Joint venture debt obligations
  Our
    
    
    
    
    
    Scheduled Maturities of DebtOwnership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AfterInterest
    
    Total
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2010Cameron Highway
    
    
    50.0
    %
    
    $
    415,000
    
    
    
    
    
    
    
    
    
    
    $
    25,000
    
    
    $
    25,000
    
    
    $
    50,000
    
    
    $
    315,000Poseidon
    
    
    36.0
    %
    
    
    92,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,000Evangeline
    
    
    49.5
    %
    
    
    30,650
    
    
    $
    5,000
    
    
    $
    5,000
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    10,650Total
    
    
    
    
    
    $
    537,650
    
    
    $
    5,000
    
    
    $
    5,000
    
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    60,650
    
    
    $
    407,000
  Amendment of Cameron Highway debt
  Amendment of Poseidon debt
 
 11. Partners Equity
  Capital Accounts
  24




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##### Table of Contents



Distributions
  Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date1st Quarter 2006
    
    $
    0.295
    
    
    Apr. 28, 2006
    
    May 11, 20062nd Quarter 2006
    
    $
    0.310
    
    
    Jul. 31, 2006
    
    Aug. 11, 2006
 Accumulated other comprehensive income
  AccumulatedInterest
    
    OtherCommodity
    
    Rate
    
    ComprehensiveFinancial
    
    Financial
    
    IncomeInstruments
    
    Instruments
    
    BalanceBalance, December 31, 2005
    
    
    
    
    
    $
    19,072
    
    
    $
    19,072Change in fair value of commodity financial instruments
    
    $
    (7,700
    )
    
    
    
    
    
    
    (7,700
    )Reclassification of gain on settlement of interest rate financial instruments
    
    
    
    
    
    
    (2,093
    )
    
    
    (2,093
    )Reclassification of change in fair value of interest rate financial
instruments
    
    
    
    
    
    
    1,638
    
    
    
    1,638Balance, June 30, 2006
    
    $
    (7,700
    )
    
    $
    18,617
    
    
    $
    10,917
  
 12. Business Segments
     25




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26




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##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Revenues(1)
    
    $
    3,517,853
    
    
    $
    2,671,768
    
    
    $
    6,767,927
    
    
    $
    5,227,290Less: Operating costs and expenses(1)
    
    
    (3,323,585
    )
    
    
    (2,530,133
    )
    
    
    (6,370,448
    )
    
    
    (4,913,777
    )Add: Equity in income of unconsolidated affiliates(1)
    
    
    8,012
    
    
    
    2,581
    
    
    
    12,041
    
    
    
    10,860Depreciation, amortization and accretion in operating costs and expenses(2)
    
    
    107,952
    
    
    
    101,048
    
    
    
    212,768
    
    
    
    201,013Operating lease expense paid by EPCO(2)
    
    
    528
    
    
    
    528
    
    
    
    1,056
    
    
    
    1,056Loss (gain) on sale of assets in operating costs and expenses(2)
    
    
    (136
    )
    
    
    83
    
    
    
    (197
    )
    
    
    (5,353
    )Total segment gross operating margin
    
    $
    310,624
    
    
    $
    245,875
    
    
    $
    623,147
    
    
    $
    521,089
 
 (1)
    
    These amounts are taken from our Unaudited Condensed Statements of Consolidated Operations and Comprehensive Income.(2)
    
    These non-cash expenses are taken from the operating activities section of our Unaudited Condensed Statements of Consolidated Cash Flows.  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Total segment gross operating margin
    
    $
    310,624
    
    
    $
    245,875
    
    
    $
    623,147
    
    
    $
    521,089Adjustments to reconcile total gross operating margin
to operating income:Depreciation, amortization and accretion in operating costs
and expenses
    
    
    (107,952
    )
    
    
    (101,048
    )
    
    
    (212,768
    )
    
    
    (201,013
    )Operating lease expense paid by EPCO
    
    
    (528
    )
    
    
    (528
    )
    
    
    (1,056
    )
    
    
    (1,056
    )Gain (loss) on sale of assets in operating costs and expenses
    
    
    136
    
    
    
    (83
    )
    
    
    197
    
    
    
    5,353General and administrative costs
    
    
    (17,799
    )
    
    
    (18,882
    )
    
    
    (32,360
    )
    
    
    (34,035
    )Consolidated operating income
    
    
    184,481
    
    
    
    125,334
    
    
    
    377,160
    
    
    
    290,338Other expense
    
    
    (55,237
    )
    
    
    (61,177
    )
    
    
    (113,397
    )
    
    
    (119,305
    )Income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    $
    129,244
    
    
    $
    64,157
    
    
    $
    263,763
    
    
    $
    171,033
 27




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##### Table of Contents



Reportable SegmentsNGL
    
    Onshore
    
    Offshore
    
    
    
    
    
    AdjustmentsPipelines
    
    Pipelines
    
    Pipelines
    
    Petrochemical
    
    and
    
    Consolidated& Services
    
    & Services
    
    & Services
    
    Services
    
    Eliminations
    
    TotalsRevenues from third parties:Three months ended June 30, 2006
    
    $
    2,553,212
    
    
    $
    308,410
    
    
    $
    29,506
    
    
    $
    513,291
    
    
    
    
    
    
    $
    3,404,419Three months ended June 30, 2005
    
    
    1,945,196
    
    
    
    259,213
    
    
    
    31,984
    
    
    
    354,427
    
    
    
    
    
    
    
    2,590,820Six months ended June 30, 2006
    
    
    4,891,908
    
    
    
    721,411
    
    
    
    51,858
    
    
    
    899,241
    
    
    
    
    
    
    
    6,564,418Six months ended June 30, 2005
    
    
    3,802,650
    
    
    
    506,147
    
    
    
    61,532
    
    
    
    717,820
    
    
    
    
    
    
    
    5,088,149Revenues from related parties:Three months ended June 30, 2006
    
    
    37,101
    
    
    
    75,914
    
    
    
    419
    
    
    
    
    
    
    
    
    
    
    
    113,434Three months ended June 30, 2005
    
    
    1,858
    
    
    
    78,816
    
    
    
    253
    
    
    
    21
    
    
    
    
    
    
    
    80,948Six months ended June 30, 2006
    
    
    44,049
    
    
    
    158,869
    
    
    
    591
    
    
    
    
    
    
    
    
    
    
    
    203,509Six months ended June 30, 2005
    
    
    3,620
    
    
    
    135,031
    
    
    
    439
    
    
    
    51
    
    
    
    
    
    
    
    139,141Intersegment and intrasegment revenues:Three months ended June 30, 2006
    
    
    1,077,547
    
    
    
    31,588
    
    
    
    390
    
    
    
    103,449
    
    
    $
    (1,212,974
    )Three months ended June 30, 2005
    
    
    767,030
    
    
    
    8,400
    
    
    
    432
    
    
    
    87,137
    
    
    
    (862,999
    )Six months ended June 30, 2006
    
    
    1,973,792
    
    
    
    59,729
    
    
    
    703
    
    
    
    186,266
    
    
    
    (2,220,490
    )Six months ended June 30, 2005
    
    
    1,496,707
    
    
    
    18,417
    
    
    
    628
    
    
    
    141,887
    
    
    
    (1,657,639
    )Total revenues:Three months ended June 30, 2006
    
    
    3,667,860
    
    
    
    415,912
    
    
    
    30,315
    
    
    
    616,740
    
    
    
    (1,212,974
    )
    
    
    3,517,853Three months ended June 30, 2005
    
    
    2,714,084
    
    
    
    346,429
    
    
    
    32,669
    
    
    
    441,585
    
    
    
    (862,999
    )
    
    
    2,671,768Six months ended June 30, 2006
    
    
    6,909,749
    
    
    
    940,009
    
    
    
    53,152
    
    
    
    1,085,507
    
    
    
    (2,220,490
    )
    
    
    6,767,927Six months ended June 30, 2005
    
    
    5,302,977
    
    
    
    659,595
    
    
    
    62,599
    
    
    
    859,758
    
    
    
    (1,657,639
    )
    
    
    5,227,290Equity in income in unconsolidated affiliates:Three months ended June 30, 2006
    
    
    1,924
    
    
    
    904
    
    
    
    4,769
    
    
    
    415
    
    
    
    
    
    
    
    8,012Three months ended June 30, 2005
    
    
    2,837
    
    
    
    682
    
    
    
    (1,075
    )
    
    
    137
    
    
    
    
    
    
    
    2,581Six months ended June 30, 2006
    
    
    3,442
    
    
    
    1,506
    
    
    
    6,703
    
    
    
    390
    
    
    
    
    
    
    
    12,041Six months ended June 30, 2005
    
    
    7,285
    
    
    
    1,262
    
    
    
    1,900
    
    
    
    413
    
    
    
    
    
    
    
    10,860Gross operating margin by individual
business segment and in total:Three months ended June 30, 2006
    
    
    146,414
    
    
    
    86,651
    
    
    
    20,515
    
    
    
    57,044
    
    
    
    
    
    
    
    310,624Three months ended June 30, 2005
    
    
    120,328
    
    
    
    84,903
    
    
    
    22,034
    
    
    
    18,610
    
    
    
    
    
    
    
    245,875Six months ended June 30, 2006
    
    
    317,364
    
    
    
    183,454
    
    
    
    37,767
    
    
    
    84,562
    
    
    
    
    
    
    
    623,147Six months ended June 30, 2005
    
    
    273,632
    
    
    
    164,261
    
    
    
    45,258
    
    
    
    37,938
    
    
    
    
    
    
    
    521,089Segment assets:At June 30, 2006
    
    
    3,143,499
    
    
    
    3,557,642
    
    
    
    733,047
    
    
    
    509,922
    
    
    
    1,074,165
    
    
    
    9,018,275At December 31, 2005
    
    
    3,075,048
    
    
    
    3,622,318
    
    
    
    632,222
    
    
    
    504,841
    
    
    
    854,595
    
    
    
    8,689,024Investments in and advances
to unconsolidated affiliates (see Note 7):At June 30, 2006
    
    
    120,035
    
    
    
    6,057
    
    
    
    318,645
    
    
    
    19,868
    
    
    
    
    
    
    
    464,605At December 31, 2005
    
    
    130,376
    
    
    
    4,644
    
    
    
    316,844
    
    
    
    20,057
    
    
    
    
    
    
    
    471,921Intangible Assets (see Note 9):At June 30, 2006
    
    
    300,744
    
    
    
    397,037
    
    
    
    163,065
    
    
    
    48,477
    
    
    
    
    
    
    
    909,323At December 31, 2005
    
    
    275,778
    
    
    
    413,843
    
    
    
    174,532
    
    
    
    49,473
    
    
    
    
    
    
    
    913,626Goodwill (see Note 9):At June 30, 2006
    
    
    54,942
    
    
    
    282,977
    
    
    
    82,386
    
    
    
    73,690
    
    
    
    
    
    
    
    493,995At December 31, 2005
    
    
    54,960
    
    
    
    282,997
    
    
    
    82,386
    
    
    
    73,690
    
    
    
    
    
    
    
    494,033
 28




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##### Table of Contents



13. Related Party Transactions
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues from consolidated operationsEPCO and affiliates
    
    $
    33,448
    
    
    $
    2
    
    
    $
    39,080
    
    
    $
    286Unconsolidated affiliates
    
    
    79,986
    
    
    
    80,946
    
    
    
    164,429
    
    
    
    138,855Total
    
    $
    113,434
    
    
    $
    80,948
    
    
    $
    203,509
    
    
    $
    139,141Operating costs and expensesEPCO and affiliates
    
    $
    71,105
    
    
    $
    64,991
    
    
    $
    166,062
    
    
    $
    123,994Unconsolidated affiliates
    
    
    7,904
    
    
    
    3,898
    
    
    
    14,590
    
    
    
    10,466Total
    
    $
    79,009
    
    
    $
    68,889
    
    
    $
    180,652
    
    
    $
    134,460General and administrative expensesEPCO and affiliates
    
    $
    10,972
    
    
    $
    11,119
    
    
    $
    22,170
    
    
    $
    20,794Interest expenseEPCO and affiliates
    
    
    
    
    
    $
    5,689
    
    
    
    
    
    
    $
    11,328
 General
 §
    
    EPCO and its private company subsidiaries;§
    
    EPE Holdings, our general partner;§
    
    the Employee Partnership; and§
    
    TEPPCO and its general partner (TEPPCO GP), which are controlled by affiliates of EPCO.
     29




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Relationship with TEPPCO
    30




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Administrative Services Agreement
 Relationships with unconsolidated affiliates
  
 14. Earnings per Unit
   For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Net income
    
    $
    22,633
    
    
    $
    10,767
    
    
    $
    44,988
    
    
    $
    20,302Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in net income
    
    $
    2
    
    
    $
    1
    
    
    $
    4
    
    
    $
    2
 31




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##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Income before change in accounting principle
and general partner interest
    
    $
    22,633
    
    
    $
    10,767
    
    
    $
    44,892
    
    
    $
    20,302Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    96Net income
    
    
    22,633
    
    
    
    10,767
    
    
    
    44,988
    
    
    
    20,302General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (2
    )Net income available to limited partners
    
    $
    22,631
    
    
    $
    10,766
    
    
    $
    44,984
    
    
    $
    20,300BASIC EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    22,633
    
    
    $
    10,767
    
    
    $
    44,892
    
    
    $
    20,302Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (2
    )Limited partners interest in net income
    
    $
    22,631
    
    
    $
    10,766
    
    
    $
    44,984
    
    
    $
    20,300DenominatorUnits
    
    
    88,884
    
    
    
    74,667
    
    
    
    88,884
    
    
    
    74,667Basic earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    *General partner interest in net income
    
    
    
    *

    
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27DILUTED EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    22,633
    
    
    $
    10,767
    
    
    $
    44,892
    
    
    $
    20,302Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (2
    )
    
    
    (1
    )
    
    
    (4
    )
    
    
    (2
    )Limited partners interest in net income
    
    $
    22,631
    
    
    $
    10,766
    
    
    $
    44,984
    
    
    $
    20,300DenominatorUnits
    
    
    88,884
    
    
    
    74,667
    
    
    
    88,884
    
    
    
    74,667Diluted earnings per unitIncome before change in accounting principle
and general partner interest
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    *General partner interest in net income
    
    
    
    *

    
    
    
    *
    
    
    
    *
    
    
    
    *Limited partners interest in net income
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.51
    
    
    $
    0.27
 
 *
    
    Amount is negligible 
 15. Commitments and Contingencies
 Litigation
  32




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Operating leases
   Performance guaranty
   33




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##### Table of Contents



Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others
 
 16. Significant Risks and Uncertainties  Weather-Related Risks
    Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
 34




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##### Table of Contents



17. Supplemental Cash Flow Information
   For the Six MonthsEnded June 30,2006
    
    2005Decrease (increase) in:Accounts and notes receivable
    
    $
    115,000
    
    
    $
    65,627Inventories
    
    
    (111,631
    )
    
    
    (178,769
    )Prepaid and other current assets
    
    
    (48,258
    )
    
    
    (19,505
    )Other assets
    
    
    7,601
    
    
    
    31,106Increase (decrease) in:Accounts payable
    
    
    11,697
    
    
    
    (113,767
    )Accrued gas payable
    
    
    19,402
    
    
    
    (48,552
    )Accrued expenses
    
    
    35,911
    
    
    
    (31,062
    )Accrued interest
    
    
    (860
    )
    
    
    (705
    )Other current liabilities
    
    
    45,701
    
    
    
    565Other long-term liabilities
    
    
    (3,556
    )
    
    
    (1,132
    )Net effect of changes in operating accounts
    
    $
    71,007
    
    
    $
    (296,194
    )
  
 18. Condensed Financial Information of Operating Partnership
    35




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##### Table of Contents



June 30,
    
    December 31,2006
    
    2005ASSETSCurrent assets
    
    $
    2,000,077
    
    
    $
    1,960,015Property, plant and equipment, net
    
    
    9,018,275
    
    
    
    8,689,024Investments in and advances to unconsolidated affiliates, net
    
    
    464,605
    
    
    
    471,921Intangible assets, net
    
    
    909,323
    
    
    
    913,626Goodwill
    
    
    493,995
    
    
    
    494,033Deferred tax asset
    
    
    3,444
    
    
    
    3,606Other assets
    
    
    147,578
    
    
    
    39,014Total
    
    $
    13,037,297
    
    
    $
    12,571,239LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,980,810
    
    
    $
    1,894,227Long-term debt
    
    
    4,821,401
    
    
    
    4,833,781Other long-term liabilities
    
    
    131,201
    
    
    
    84,486Minority interest
    
    
    124,497
    
    
    
    106,159Partners equity
    
    
    5,979,388
    
    
    
    5,652,586Total
    
    $
    13,037,297
    
    
    $
    12,571,239Total Operating Partnership debt obligations guaranteed by
Enterprise Products Partners
    
    $
    4,884,000
    
    
    $
    4,844,000
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Revenues
    
    $
    3,517,853
    
    
    $
    2,671,768
    
    
    $
    6,767,927
    
    
    $
    5,227,290Costs and expenses
    
    
    3,339,326
    
    
    
    2,548,221
    
    
    
    6,397,972
    
    
    
    4,945,867Equity in income of unconsolidated affiliates
    
    
    8,012
    
    
    
    2,581
    
    
    
    12,041
    
    
    
    10,860Operating income
    
    
    186,539
    
    
    
    126,128
    
    
    
    381,996
    
    
    
    292,283Other income (expense)
    
    
    (53,413
    )
    
    
    (55,741
    )
    
    
    (109,925
    )
    
    
    (108,216
    )Income before provision for income taxes, minority
interest and change in accounting principle
    
    
    133,126
    
    
    
    70,387
    
    
    
    272,071
    
    
    
    184,067Provision for income taxes
    
    
    (6,272
    )
    
    
    1,034
    
    
    
    (9,164
    )
    
    
    (735
    )Income before minority interest and change
in accounting principle
    
    
    126,854
    
    
    
    71,421
    
    
    
    262,907
    
    
    
    183,332Minority interest
    
    
    (534
    )
    
    
    (392
    )
    
    
    (2,733
    )
    
    
    (2,333
    )Income before change in accounting principle
    
    
    126,320
    
    
    
    71,029
    
    
    
    260,174
    
    
    
    180,999Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    1,475Net income
    
    $
    126,320
    
    
    $
    71,029
    
    
    $
    261,649
    
    
    $
    180,999
 36




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19. Subsequent Events
 July 2006 Junior Notes Offering
  pari passu
   July 2006 Acquisition of Natural Gas Gathering Assets in South Texas
    37




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August 2006 Purchase of NGL Pipeline
  38




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations .
 For the three and six months ended June 30, 2006 and 2005.
  Significant Relationships referenced in this Managements Discussion and
Analysis of Financial Condition and Results of Operations
 we us our Enterprise GP
Holdings L.P.
 the parent company
 EPE Holdings
 Enterprise Products Partners
 Enterprise Products GP
 EPCO
 TEPPCO TEPPCO GP
 General
   Cautionary Statement
Regarding Forward-Looking Information
 39




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##### Table of Contents



/d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMdth
    
    = thousand dekathermsMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feetTBtu
    
    = trillion British thermal units
  BASIS OF PRESENTATION
    RECENT DEVELOPMENTS
  
    
    In January 2006, the parent company amended and restated its $525 Million Credit
Facility to reflect a new borrowing capacity of $200 million, which includes a
sublimit of $25 million for letters of credit. For additional information regarding
the amended and restated credit agreement of the parent company, please read Note 10
of the Notes to Unaudited Condensed Consolidated Financial Statements included under
Item 1 of this quarterly report.
    
    In March 2006, Enterprise Products Partners sold 18,400,000 of its common units in
a public offering (including an over-allotment amount of 2,400,000 common units),
which generated net proceeds of approximately $430 million. These proceeds include a
cash contribution of $8.6 million by Enterprise Products GP to maintain its 2% general
partner interest in Enterprise Products Partners. Enterprise Products GP acquired
the funds necessary to make this contribution from the parent company, which, in turn,
acquired the funds through borrowings under its new $200 million credit facility.
 40




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##### Table of Contents




    
    In March 2006, we announced plans to expand our petrochemical assets located in
southeast Texas at an expected cost of $205 million. These plans include the
construction of a new propylene fractionator at our Mont Belvieu, Texas facility and
the expansion of two refinery grade propylene pipelines. These additions are expected
to be complete in late 2007.
    
    In March 2006, we purchased the Pioneer natural gas processing plant and certain
natural gas processing rights from TEPPCO for $38.1 million in cash.
    
    In April 2006, we announced plans to expand our Houston Ship Channel NGL import and
export facility and related pipeline and other assets to accommodate an expected
increase in throughput volumes. This expansion project is expected to cost $40
million and be completed in the second quarter of 2007.
    
    In July 2006, the Operating Partnership sold $300 million in principal amount of
fixed/floating unsecured junior subordinated notes. For additional information
regarding this issuance of debt, please read Liquidity and Capital Resources
included within this Item 2.
    
    In July 2006, we acquired natural gas gathering systems and related gathering and
processing contracts from Cerrito Gathering Company, Ltd. (Cerrito), an affiliate of
Lewis Energy Group L.P. (Lewis). The total consideration paid by us was $325
million, which consisted of approximately $146 million in cash and the issuance of
approximately 7.1 million Enterprise Products Partners common units.
    
    In July 2006, we signed long-term agreements with CenterPoint Energy Resources
Corp. (CenterPoint Energy) to provide firm natural gas transportation and storage
services to its natural gas utility, primarily in the Houston metropolitan area.
    
    In August 2006, we purchased 226 miles of NGL pipelines extending from Corpus
Christi, Texas to Pasadena, Texas from ExxonMobil Pipeline Company (ExxonMobil).
The total purchase price for these assets was $97.9 million in cash.
 Capital Spending
 CAPITAL SPENDING
    41




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##### Table of Contents



For the Six MonthsEnded June 30,2006
    
    2005Capital spending for business combinations and asset purchases:Pioneer natural gas processing plant and associated processing rights
purchased from TEPPCO
    
    $
    38,100Indirect interests in the Indian Springs natural gas gathering and processing
assets
    
    
    
    
    
    $
    74,854Additional ownership interests in Dixie Pipeline Company (Dixie)
    
    
    
    
    
    
    68,608Additional ownership interests in Mid-America and Seminole pipeline systems
    
    
    
    
    
    
    25,000Other business combinations
    
    
    
    
    
    
    12,617Total
    
    
    38,100
    
    
    
    181,079Capital spending for property, plant and equipment:Growth capital projects
    
    
    475,947
    
    
    
    371,894Sustaining capital projects
    
    
    64,531
    
    
    
    36,843Total
    
    
    540,478
    
    
    
    408,737Capital spending attributable to unconsolidated affiliates:Investments in and advances to unconsolidated affiliates
    
    
    6,995
    
    
    
    81,780Advances to Jonah affiliate
    
    
    97,767Total capital spending
    
    $
    683,340
    
    
    $
    671,596
   42




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##### Table of Contents



Significant Recently Announced Growth Capital Projects
  Piceance Basin Gas Processing Project .
 Wyoming Gas Processing Projects .
  Phase V Jonah Expansion .
   43




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##### Table of Contents



Expansion of Mont Belvieu Petrochemical Assets.
 Expansion of Houston Ship Channel Import and Export Facility
 Purchase of Natural Gas Gathering Assets in South Texas
   Purchase of NGL Pipeline
 Mid-America Pipeline System  Skellytown to Conway Addition
 44




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##### Table of Contents



Pipeline Integrity Costs
   RESULTS OF OPERATIONS
 Parent Companys Results of Operations
  For the
    
    For theThree Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,2006
    
    2006Equity in income of unconsolidated affiliates
    
    $
    25,342
    
    
    $
    50,450Interest expense
    
    
    2,311
    
    
    
    4,377Net income
    
    
    22,633
    
    
    
    44,988
  Equity Income
 Interest expense
 45




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##### Table of Contents



Our Consolidated Results of Operations
       46




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##### Table of Contents



Selected Price and Volumetric Data
  Polymer
    
    RefineryNatural
    
    
    
    
    
    
    
    
    
    
    
    
    
    Normal
    
    
    
    
    
    Natural
    
    Grade
    
    GradeGas,
    
    Crude Oil,
    
    Ethane,
    
    Propane,
    
    Butane,
    
    Isobutane,
    
    Gasoline,
    
    Propylene,
    
    Propylene,$/MMBtu
    
    $/barrel
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/gallon
    
    $/pound
    
    $/pound(1)
    
    (2)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)
    
    (1)20051st Quarter
    
    $
    6.27
    
    
    $
    49.68
    
    
    $
    0.52
    
    
    $
    0.79
    
    
    $
    0.98
    
    
    $
    1.00
    
    
    $
    1.14
    
    
    $
    0.45
    
    
    $
    0.392nd Quarter
    
    $
    6.74
    
    
    $
    53.09
    
    
    $
    0.52
    
    
    $
    0.82
    
    
    $
    0.98
    
    
    $
    1.01
    
    
    $
    1.16
    
    
    $
    0.37
    
    
    $
    0.303rd Quarter
    
    $
    8.53
    
    
    $
    63.08
    
    
    $
    0.69
    
    
    $
    0.97
    
    
    $
    1.14
    
    
    $
    1.26
    
    
    $
    1.36
    
    
    $
    0.37
    
    
    $
    0.334th Quarter
    
    $
    13.00
    
    
    $
    60.03
    
    
    $
    0.76
    
    
    $
    1.06
    
    
    $
    1.27
    
    
    $
    1.34
    
    
    $
    1.36
    
    
    $
    0.50
    
    
    $
    0.44Average for Year
    
    $
    8.64
    
    
    $
    56.47
    
    
    $
    0.62
    
    
    $
    0.91
    
    
    $
    1.09
    
    
    $
    1.15
    
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    0.3720061st Quarter
    
    $
    9.01
    
    
    $
    63.35
    
    
    $
    0.57
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    1.27
    
    
    $
    1.38
    
    
    $
    0.45
    
    
    $
    0.402nd Quarter
    
    $
    6.80
    
    
    $
    70.53
    
    
    $
    0.68
    
    
    $
    1.05
    
    
    $
    1.22
    
    
    $
    1.26
    
    
    $
    1.52
    
    
    $
    0.50
    
    
    $
    0.44Average for Year
    
    $
    7.91
    
    
    $
    66.94
    
    
    $
    0.63
    
    
    $
    1.00
    
    
    $
    1.21
    
    
    $
    1.27
    
    
    $
    1.45
    
    
    $
    0.48
    
    
    $
    0.42
 
 (1)
    
    Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of various commercial index prices including Oil Price
Information Service (OPIS) and Chemical Market Associates, Inc. (CMAI). The natural gas price is representative of Henry-Hub I-FERC. NGL prices are
representative of Mont Belvieu Non-TET pricing. Refinery grade propylene represents an average of CMAI spot prices. Polymer-grade propylene represents average
CMAI contract pricing.(2)
    
    Crude oil price is representative of an index price for West Texas Intermediate.  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005NGL Pipelines & Services, net:NGL transportation volumes (MBPD)
    
    
    1,559
    
    
    
    1,511
    
    
    
    1,490
    
    
    
    1,461NGL fractionation volumes (MBPD)
    
    
    308
    
    
    
    327
    
    
    
    282
    
    
    
    332Equity NGL
production (MBPD) (1)
    
    
    61
    
    
    
    84
    
    
    
    59
    
    
    
    84Fee-based natural gas processing (MMcf/d)
    
    
    2,465
    
    
    
    2,001
    
    
    
    2,138
    
    
    
    2,009Onshore Natural Gas Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    5,907
    
    
    
    5,985
    
    
    
    5,979
    
    
    
    5,866Offshore Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    1,523
    
    
    
    2,156
    
    
    
    1,500
    
    
    
    2,004Crude oil transportation volumes (MBPD)
    
    
    161
    
    
    
    151
    
    
    
    137
    
    
    
    139Platform gas treating (Mcf/d)
    
    
    158
    
    
    
    319
    
    
    
    158
    
    
    
    317Platform oil treating (MBPD)
    
    
    18
    
    
    
    7
    
    
    
    12
    
    
    
    8Petrochemical Services, net:Butane isomerization volumes (MBPD)
    
    
    83
    
    
    
    84
    
    
    
    84
    
    
    
    75Propylene fractionation volumes (MBPD)
    
    
    56
    
    
    
    56
    
    
    
    54
    
    
    
    55Octane additive production volumes (MBPD)
    
    
    9
    
    
    
    8
    
    
    
    7
    
    
    
    4Petrochemical transportation volumes (MBPD)
    
    
    93
    
    
    
    72
    
    
    
    90
    
    
    
    73Total, net:NGL, crude oil and petrochemical transportation volumes (MBPD)
    
    
    1,813
    
    
    
    1,734
    
    
    
    1,717
    
    
    
    1,673Natural gas transportation volumes (BBtus/d)
    
    
    7,430
    
    
    
    8,141
    
    
    
    7,479
    
    
    
    7,870Equivalent
transportation volumes (MBPD) (2)
    
    
    3,768
    
    
    
    3,877
    
    
    
    3,685
    
    
    
    3,744
 
 (1)
    
    Volumes for the first and second quarters of 2005 have been revised to incorporate asset-level definitions of equity NGL production volumes.(2)
    
    Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs. 47




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##### Table of Contents



Comparison of Results of our Consolidated Operations
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Revenues
    
    $
    3,517,853
    
    
    $
    2,671,768
    
    
    $
    6,767,927
    
    
    $
    5,227,290Operating costs and expenses
    
    
    3,323,585
    
    
    
    2,530,133
    
    
    
    6,370,448
    
    
    
    4,913,777General and administrative costs
    
    
    17,799
    
    
    
    18,882
    
    
    
    32,360
    
    
    
    34,035Equity in income of unconsolidated affiliates
    
    
    8,012
    
    
    
    2,581
    
    
    
    12,041
    
    
    
    10,860Operating income
    
    
    184,481
    
    
    
    125,334
    
    
    
    377,160
    
    
    
    290,338Interest expense
    
    
    58,643
    
    
    
    62,435
    
    
    
    118,786
    
    
    
    121,487Minority interest expense
    
    
    100,340
    
    
    
    54,424
    
    
    
    209,708
    
    
    
    149,996Net income
    
    
    22,633
    
    
    
    10,767
    
    
    
    44,988
    
    
    
    20,302
    For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2005
    
    2006
    
    2005Gross operating margin by segment:NGL Pipelines & Services
    
    $
    146,414
    
    
    $
    120,328
    
    
    $
    317,364
    
    
    $
    273,632Onshore Natural Gas Pipelines & Services
    
    
    86,651
    
    
    
    84,903
    
    
    
    183,454
    
    
    
    164,261Offshore Pipelines & Services
    
    
    20,515
    
    
    
    22,034
    
    
    
    37,767
    
    
    
    45,258Petrochemical Services
    
    
    57,044
    
    
    
    18,610
    
    
    
    84,562
    
    
    
    37,938Total segment gross operating margin
    
    $
    310,624
    
    
    $
    245,875
    
    
    $
    623,147
    
    
    $
    521,089
 Other Items
 Comparison of Three Months Ended June 30, 2006 with
Three Months Ended June 30, 2005
  48




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Other Items
   NGL Pipelines & Services
 49




---



##### Table of Contents



Onshore Natural Gas Pipelines & Services
  Offshore Pipelines & Services
  50




---



##### Table of Contents



Petrochemical Services
   Comparison of Six Months Ended June 30, 2006 with
     Six Months Ended June 30, 2005
  51




---



##### Table of Contents



NGL Pipelines & Services
 52




---



##### Table of Contents



Onshore Natural Gas Pipelines & Services
 Offshore Pipelines & Services
   53




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##### Table of Contents



Petrochemical Services
   Significant Risks and Uncertainties  Hurricanes
  Hurricane Ivan insurance claims .
  54




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##### Table of Contents



Hurricanes Katrina and Rita insurance claims .
 LIQUIDITY AND CAPITAL RESOURCES
 Parent Company Liquidity and Capital Resources
     Our Consolidated Liquidity and Capital Resources
  55




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##### Table of Contents



Capital Spending
 Credit Ratings
   Registration Statements and Equity and Debt Offerings
   Capital Spending
 56




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##### Table of Contents



Debt Obligations
  June 30,
    
    
    December 31,2006
    
    
    2005Parent Company debt obligations:$200 Million Credit Facility, variable rate, due January 2009 (1)
    
    $
    146,500
    
    
    $
    134,500Operating Partnership debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011 (2, 3)
    
    
    530,000
    
    
    
    490,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Dixie Revolving Credit Facility, variable rate, due June 2007
    
    
    10,000
    
    
    
    17,000Debt obligations assumed from GulfTerra
    
    
    5,067
    
    
    
    5,067Total principal amount
    
    
    5,045,567
    
    
    
    5,000,567Other, including unamortized discounts and premiums and changes in fair value (4)
    
    
    (77,666
    )
    
    
    (32,287
    )Long-term debt
    
    $
    4,967,901
    
    
    $
    4,968,280Standby letters of credit outstanding
    
    $
    46,558
    
    
    $
    33,129
 
 (1)
    
    The parent company amended and restated its $525 Million Credit Facility in January 2006 resulting in a new $200 Million Credit Facility.(2)
    
    In June 2006, the Operating Partnership executed a second amendment (the Second Amendment) to the credit agreement governing its Multi-Year Revolving Credit Facility. The Second
Amendment, among other things, extends the maturity date of amounts borrowed under the Multi-Year Revolving Credit Facility from October 2010 to October 2011 with respect to $1.2 billion
of the commitments. Borrowings with respect to the remaining $48 million in commitments mature in October 2010.(3)
    
    Enterprise Products Partners generated net proceeds of $430 million in March 2006 in connection with the sale of 18,400,000 of its common units in an underwritten equity offering.
Subsequently, this amount was contributed to the Operating Partnership, which, in turn, used this amount to temporarily reduce debt outstanding under its Multi-Year Revolving Credit
Facility.(4)
    
    The June 30, 2006 amount includes $64 million related to fair value hedges and $13.7 million in net unamortized discounts. The December 31, 2005 amount includes $18.2 million related
to fair value hedges and $14.1 million in net unamortized discounts. For additional information regarding our fair value hedges, please read Item 3 of the quarterly report.  OurOwnershipInterest
    
    
    TotalCameron Highway
    
    
    50.0
    %
    
    $
    415,000Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36.0
    %
    
    
    92,000Evangeline Gas Pipeline Company, L.P.
    
    
    49.5
    %
    
    
    30,650Total
    
    
    
    
    
    $
    537,650
  57




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##### Table of Contents



Cash Flows from Operating, Investing and Financing Activities
  For the Six MonthsEnded June 30,2006
    
    
    2005Net cash provided from operating activities
    
    $
    561,144
    
    
    $
    106,020Net cash used in investing activities
    
    
    689,787
    
    
    
    570,449Net cash provided by financing activities
    
    
    110,880
    
    
    
    472,556
  Comparison of Six Months Ended June 30, 2006 with
     Six Months Ended June 30, 2005
 Operating activities
 
    
    Net income adjusted for all non-cash items and the net effects of changes in operating
accounts increased $473.7 million period-to-period primarily due to the timing of cash
receipts and payments during the periods.
    
    Distributions received from unconsolidated affiliates decreased by $18.6 million
period-to-period primarily due to (i) a decrease in distributions from VESCO resulting
from facility down-time and repair costs in 2006 caused by damage inflicted by Hurricane
Katrina, (ii) our receipt of a special distribution from Deepwater Gateway, L.L.C.
(Deepwater Gateway) in March 2005 in connection with the repayment of its term loan and
(iii) our receipt of a $5.1 million distribution from Neptune Pipeline Company, L.L.C.
during 2005 associated with the resolution of a transportation contract dispute.
 Investing activities Capital Spending
  58




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##### Table of Contents



Financing activities
    CONTRACTUAL OBLIGATIONS
  59




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##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
    RECENT ACCOUNTING DEVELOPMENTS
 ,
Accounting for Purchases and Sale of Inventory With the Same Counterparty.
 How Taxes Collected From
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation).
 Accounting for Certain Hybrid Financial Instruments Accounting for Derivative Instruments and Hedging Activities Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities Application of Statement 133 to Beneficial
Interests to Securitized Financial Assets
 60




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES
  Managements
Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting
Policies
 Depreciation methods and estimated useful lives of property, plant and equipment
   Measuring recoverability of long-lived assets and equity method investments
  Amortization methods and estimated useful lives of qualifying intangible assets
   61




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##### 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
  Accounting for Contingencies Reasonable Estimation of the Amount of a Loss
 Natural gas imbalances
   62




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##### Table of Contents



SUMMARY OF RELATED PARTY TRANSACTIONS
 Related Party Disclosures
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues from consolidated operationsEPCO and affiliates
    
    $
    33,448
    
    
    $
    2
    
    
    $
    39,080
    
    
    $
    286Unconsolidated affiliates
    
    
    79,986
    
    
    
    80,946
    
    
    
    164,429
    
    
    
    138,855Total
    
    $
    113,434
    
    
    $
    80,948
    
    
    $
    203,509
    
    
    $
    139,141Operating costs and expensesEPCO and affiliates
    
    $
    71,105
    
    
    $
    64,991
    
    
    $
    166,062
    
    
    $
    123,994Unconsolidated affiliates
    
    
    7,904
    
    
    
    3,898
    
    
    
    14,590
    
    
    
    10,466Total
    
    $
    79,009
    
    
    $
    68,889
    
    
    $
    180,652
    
    
    $
    134,460General and administrative expensesEPCO and affiliates
    
    $
    10,972
    
    
    $
    11,119
    
    
    $
    22,170
    
    
    $
    20,794Interest expenseEPCO and affiliates
    
    
    
    
    
    $
    5,689
    
    
    
    
    
    
    $
    11,328
    Capital Spending
 63




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##### Table of Contents



OTHER ITEMS
 Non-GAAP reconciliation
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Total non-GAAP gross operating margin
    
    $
    310,624
    
    
    $
    245,875
    
    
    $
    623,147
    
    
    $
    521,089Adjustments to reconcile total non-GAAP gross operating margin
to operating income:Depreciation, amortization and accretion in operating costs
and expenses
    
    
    (107,952
    )
    
    
    (101,048
    )
    
    
    (212,768
    )
    
    
    (201,013
    )Operating lease expense paid by EPCO
    
    
    (528
    )
    
    
    (528
    )
    
    
    (1,056
    )
    
    
    (1,056
    )Gain (loss) on sale of assets in operating costs and expenses
    
    
    136
    
    
    
    (83
    )
    
    
    197
    
    
    
    5,353General and administrative costs
    
    
    (17,799
    )
    
    
    (18,882
    )
    
    
    (32,360
    )
    
    
    (34,035
    )GAAP consolidated operating income
    
    
    184,481
    
    
    
    125,334
    
    
    
    377,160
    
    
    
    290,338Other expense
    
    
    (55,237
    )
    
    
    (61,177
    )
    
    
    (113,397
    )
    
    
    (119,305
    )GAAP income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    $
    129,244
    
    
    $
    64,157
    
    
    $
    263,763
    
    
    $
    171,033
  Cumulative effect of changes in accounting principles
  Provision for income taxes  Texas Margin Tax
  64




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
AND RISK FACTORS
  Risk Factors Risk Factors
 65




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk Hedging Program
  Fair value hedges  Interest rate swaps.
 Number
    
    
    Period Covered
    
    
    Termination
    
    
    Fixed to
    
    
    NotionalHedged Fixed Rate Debt
    
    Of Swaps
    
    
    by Swap
    
    
    Date of Swap
    
    
    Variable Rate(1)
    
    
    AmountSenior Notes B, 7.50% fixed rate, due Feb. 2011
    
    
    1
    
    
    Jan. 2004 to Feb. 2011
    
    Feb. 2011
    
    7.50%  to 8.15%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.375% to 6.69%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.6% to 6.14%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.73%
    
    $200 million
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.   Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    June 30, 2006
    
    July 20, 2006FV assuming no change in underlying interest rates
    
    Asset (Liability)
    
    $
    (64,869
    )
    
    $
    (56,350
    )FV assuming 10% increase in underlying interest rates
    
    Asset (Liability)
    
    
    (98,063
    )
    
    
    (88,615
    )FV assuming 10% decrease in underlying interest rates
    
    Asset (Liability)
    
    
    (31,676
    )
    
    
    (24,085
    )
  Cash flow hedges  Treasury Locks.
 66




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##### Table of Contents



Commodity Risk Hedging Program
    Resulting
    
    
    Commodity Financial Instrument Portfolio FVScenario
    
    Classification
    
    
    June 30, 2006
    
    
    July 20, 2006FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    (7,785
    )
    
    $
    (5,791
    )FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    (16,536
    )
    
    
    (13,653
    )FV assuming 10% decrease in underlying commodity prices
    
    Asset (Liability)
    
    
    966
    
    
    
    2,072
 Effect of financial instruments on accumulated other comprehensive income
  AccumulatedInterest
    
    
    OtherCommodity
    
    
    Rate
    
    
    ComprehensiveFinancial
    
    
    Financial
    
    
    IncomeInstruments
    
    
    Instruments
    
    
    BalanceBalance, December 31, 2005
    
    
    
    
    
    $
    19,072
    
    
    $
    19,072Change in fair value of commodity financial instruments
    
    $
    (7,700
    )
    
    
    
    
    
    
    (7,700
    )Reclassification of gain on settlement of interest rate financial instruments
    
    
    
    
    
    
    (2,093
    )
    
    
    (2,093
    )Reclassification of change in fair value of interest rate financial
instruments
    
    
    
    
    
    
    1,638
    
    
    
    1,638Balance, June 30, 2006
    
    $
    (7,700
    )
    
    $
    18,617
    
    
    $
    10,917
  67




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##### Table of Contents



Item 4. Controls and procedures .
     68




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##### Table of Contents



PART II. OTHER INFORMATION.
 
 Item 1. Legal Proceedings .
 Commitments and Contingencies 
Litigation
 
 Item 1A. Risk Factors.
 Risk
Factors
 Tax Risks to Unitholders
 If we or Enterprise Products Partners were to become subject to entity level taxation for
federal or state tax purposes, then our cash available for distribution to unitholders
would be substantially reduced.
     
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  69




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 ExhibitNumber
    
    Exhibit*2.1
    
    Purchase and Sale Agreement between Coral Energy, LLC and
Enterprise Products Operating L.P. dated September 22, 2000
(incorporated by reference to Exhibit 10.1 to Enterprise
Products Partners Form 8-K filed September 26, 2000).2.2
    
    Purchase and Sale Agreement dated January 16, 2002 by and
between Diamond-Koch, L.P. and Diamond-Koch III, L.P. and
Enterprise Products Texas Operating L.P. (incorporated by
reference to Exhibit 10.1 to Enterprise Products Partners
Form 8-K filed February 8, 2002.)2.3
    
    Purchase and Sale Agreement dated January 31, 2002 by and
between D-K Diamond-Koch, L.L.C., Diamond-Koch, L.P. and
Diamond-Koch III, L.P. as Sellers and Enterprise Products
Operating L.P. as Buyer (incorporated by reference to
Exhibit 10.2 to Enterprise Products Partners Form 8-K
filed February 8, 2002).2.4
    
    Purchase Agreement by and between E-Birchtree, LLC and
Enterprise Products Operating L.P. dated July 31, 2002
(incorporated by reference to Exhibit 2.2 to Enterprise
Products Partners Form 8-K filed August 12, 2002).2.5
    
    Purchase Agreement by and between E-Birchtree, LLC and
E-Cypress, LLC dated July 31, 2002 (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed August 12, 2002).2.6
    
    Merger Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products Management LLC,
GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed December
15, 2003).2.7
    
    Amendment No. 1 to Merger Agreement, dated as of August 31,
2004, by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products Management
LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed September
7, 2004).2.8
    
    Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 to Enterprise Products Partners Form 8-K filed
December 15, 2003).2.9
    
    Amendment No. 1 to Parent Company Agreement, dated as of
April 19, 2004, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed April 21, 2004).2.10
    
    Second Amended and Restated Limited Liability Company
Agreement of GulfTerra Energy Company, L.L.C., adopted by
GulfTerra GP Holding Company, a Delaware corporation, and
Enterprise Products GTM, LLC, a Delaware limited liability
company, as of December 15, 2003, (incorporated by
reference to Exhibit 2.3 to Enterprise Products Partners
Form 8-K filed December 15, 2003).2.11
    
    Amendment No. 1 to Second Amended and Restated Limited
Liability Company Agreement of GulfTerra Energy Company,
L.L.C. adopted by Enterprise Products GTM, LLC as of
September 30, 2004 (incorporated by reference to Exhibit
2.11 to Registration Statement on Enterprise Products
Partners Form S-4 Registration Statement, Reg. No.
333-121665, filed December 27, 2004).
 70




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##### Table of Contents



ExhibitNumber
    
    Exhibit*2.12
    
    Purchase and Sale Agreement (Gas Plants), dated as of
December 15, 2003, by and between El Paso Corporation, El
Paso Field Services Management, Inc., El Paso Transmission,
L.L.C., El Paso Field Services Holding Company and
Enterprise Products Operating L.P. (incorporated by
reference to Exhibit 2.4 to Enterprise Products Partners
Form 8-K filed December 15, 2003).3.1
    
    First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of August 29, 2005
(incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of August 29, 2005
(incorporated by reference to Exhibit 3.2 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).3.3
    
    Certificate of Limited Partnership of Enterprise GP
Holdings L.P. (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed July 21,
2005).3.4
    
    Certificate of Formation of EPE Holdings, LLC (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
Enterprise GP Holdings Form S-1 Registration Statement,
Reg. No. 333-124320, filed July 21, 2005).3.5
    
    Fifth Amended and Restated Agreement of Limited Partnership
of Enterprise Products Partners L.P., dated effective as of
August 8, 2005 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed August 10,
2005).3.6
    
    Third Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
August 29, 2005 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed September
1, 2005).3.7
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).4.1
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Book Runners (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.2
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.3
    
    Second Amendment dated June 22, 2006, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, CitiBank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 10-Q
filed on August 7, 2006.)4.4
    
    Eighth Supplemental Indenture dated as of July 18, 2006 to
Indenture dated October 4, 2004 among Enterprise Products
Operating L.P., as issuer, Enterprise Products Partners
L.P., as parent guarantor, and Wells Fargo Bank, National
Association, as trustee. (incorporated by reference to
Exhibit 4.2 to Enterprise Products Partners Form 8-K filed
July 19, 2006).4.5
    
    Form of Junior Note, including Guarantee (incorporated by
reference to Exhibit 4.3 to Enterprise Products Partners
Form 8-K filed July 19, 2005).
 71




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##### Table of Contents



ExhibitNumber
    
    Exhibit*4.6
    
    Purchase Agreement, dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P., as Guarantor, and Enterprise Products Partners
L.P., as Buyer (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 10-Q filed on August 7,
2006).18.1
    
    Letter regarding Change in Accounting Principles dated May
4, 2004 (incorporated by reference to Exhibit 18.1 to
Enterprise Products Partners Form 10-Q filed May 10,
2004).31.1#
    
    Sarbanes-Oxley Section 302 certification of Michael A.
Creel for Enterprise GP Holdings L.P. for the June 30, 2006
quarterly report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Enterprise GP Holdings L.P. for the June 30,
2006 quarterly report on Form 10-Q.32.1#
    
    Section 1350 certification of Michael A. Creel for the June
30, 2006 quarterly report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
June 30, 2006 quarterly report on Form 10-Q.
 
 *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file number is 1-32610 for Enterprise GP Holdings L.P. and 1-14323 for Enterprise
Products Partners L.P.#
    
    Filed with this report. 72




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##### Table of Contents



SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.
(A Delaware Limited Partnership)By:
    
    EPE Holdings, LLC,as General PartnerBy:
    
    /s/ Michael J. KnesekName:
    
    Michael J. KnesekTitle:
    
    Senior Vice President, Controllerand Principal Accounting Officerof the General Partner
 73




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##### Table of Contents



ExhibitNumber
    
    Exhibit*2.1
    
    Purchase and Sale Agreement between Coral Energy, LLC and
Enterprise Products Operating L.P. dated September 22, 2000
(incorporated by reference to Exhibit 10.1 to Enterprise
Products Partners Form 8-K filed September 26, 2000).2.2
    
    Purchase and Sale Agreement dated January 16, 2002 by and
between Diamond-Koch, L.P. and Diamond-Koch III, L.P. and
Enterprise Products Texas Operating L.P. (incorporated by
reference to Exhibit 10.1 to Enterprise Products Partners
Form 8-K filed February 8, 2002.)2.3
    
    Purchase and Sale Agreement dated January 31, 2002 by and
between D-K Diamond-Koch, L.L.C., Diamond-Koch, L.P. and
Diamond-Koch III, L.P. as Sellers and Enterprise Products
Operating L.P. as Buyer (incorporated by reference to
Exhibit 10.2 to Enterprise Products Partners Form 8-K
filed February 8, 2002).2.4
    
    Purchase Agreement by and between E-Birchtree, LLC and
Enterprise Products Operating L.P. dated July 31, 2002
(incorporated by reference to Exhibit 2.2 to Enterprise
Products Partners Form 8-K filed August 12, 2002).2.5
    
    Purchase Agreement by and between E-Birchtree, LLC and
E-Cypress, LLC dated July 31, 2002 (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed August 12, 2002).2.6
    
    Merger Agreement, dated as of December 15, 2003, by and
among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products Management LLC,
GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed December
15, 2003).2.7
    
    Amendment No. 1 to Merger Agreement, dated as of August 31,
2004, by and among Enterprise Products Partners L.P.,
Enterprise Products GP, LLC, Enterprise Products Management
LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy
Company, L.L.C. (incorporated by reference to Exhibit 2.1
to Enterprise Products Partners Form 8-K filed September
7, 2004).2.8
    
    Parent Company Agreement, dated as of December 15, 2003, by
and among Enterprise Products Partners L.P., Enterprise
Products GP, LLC, Enterprise Products GTM, LLC, El Paso
Corporation, Sabine River Investors I, L.L.C., Sabine River
Investors II, L.L.C., El Paso EPN Investments, L.L.C. and
GulfTerra GP Holding Company (incorporated by reference to
Exhibit 2.2 to Enterprise Products Partners Form 8-K filed
December 15, 2003).2.9
    
    Amendment No. 1 to Parent Company Agreement, dated as of
April 19, 2004, by and among Enterprise Products Partners
L.P., Enterprise Products GP, LLC, Enterprise Products GTM,
LLC, El Paso Corporation, Sabine River Investors I, L.L.C.,
Sabine River Investors II, L.L.C., El Paso EPN Investments,
L.L.C. and GulfTerra GP Holding Company (incorporated by
reference to Exhibit 2.1 to Enterprise Products Partners
Form 8-K filed April 21, 2004).2.10
    
    Second Amended and Restated Limited Liability Company
Agreement of GulfTerra Energy Company, L.L.C., adopted by
GulfTerra GP Holding Company, a Delaware corporation, and
Enterprise Products GTM, LLC, a Delaware limited liability
company, as of December 15, 2003, (incorporated by
reference to Exhibit 2.3 to Enterprise Products Partners
Form 8-K filed December 15, 2003).2.11
    
    Amendment No. 1 to Second Amended and Restated Limited
Liability Company Agreement of GulfTerra Energy Company,
L.L.C. adopted by Enterprise Products GTM, LLC as of
September 30, 2004 (incorporated by reference to Exhibit
2.11 to Registration Statement on Enterprise Products
Partners Form S-4 Registration Statement, Reg. No.
333-121665, filed December 27, 2004).




---



##### Table of Contents



ExhibitNumber
    
    Exhibit*2.12
    
    Purchase and Sale Agreement (Gas Plants), dated as of
December 15, 2003, by and between El Paso Corporation, El
Paso Field Services Management, Inc., El Paso Transmission,
L.L.C., El Paso Field Services Holding Company and
Enterprise Products Operating L.P. (incorporated by
reference to Exhibit 2.4 to Enterprise Products Partners
Form 8-K filed December 15, 2003).3.1
    
    First Amended and Restated Agreement of Limited Partnership
of Enterprise GP Holdings L.P., dated as of August 29, 2005
(incorporated by reference to Exhibit 3.1 to Enterprise GP
Holdings Form 10-Q filed November 4, 2005).3.2
    
    Amended and Restated Limited Liability Company Agreement of
EPE Holdings, LLC, dated as of August 29, 2005
(incorporated by reference to Exhibit 3.2 to Enterprise GP
Holdings Form 8-K filed September 1, 2005).3.3
    
    Certificate of Limited Partnership of Enterprise GP
Holdings L.P. (incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to Enterprise GP Holdings Form S-1
Registration Statement, Reg. No. 333-124320, filed July 21,
2005).3.4
    
    Certificate of Formation of EPE Holdings, LLC (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
Enterprise GP Holdings Form S-1 Registration Statement,
Reg. No. 333-124320, filed July 21, 2005).3.5
    
    Fifth Amended and Restated Agreement of Limited Partnership
of Enterprise Products Partners L.P., dated effective as of
August 8, 2005 (incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed August 10,
2005).3.6
    
    Third Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
August 29, 2005 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed September
1, 2005).3.7
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).4.1
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Book Runners (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.2
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.3
    
    Second Amendment dated June 22, 2006, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, CitiBank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 10-Q
filed on August 7, 2006.)4.4
    
    Eighth Supplemental Indenture dated as of July 18, 2006 to
Indenture dated October 4, 2004 among Enterprise Products
Operating L.P., as issuer, Enterprise Products Partners
L.P., as parent guarantor, and Wells Fargo Bank, National
Association, as trustee. (incorporated by reference to
Exhibit 4.2 to Enterprise Products Partners Form 8-K filed
July 19, 2006).4.5
    
    Form of Junior Note, including Guarantee (incorporated by
reference to Exhibit 4.3 to Enterprise Products Partners
Form 8-K filed July 19, 2005).




---



##### Table of Contents



ExhibitNumber
    
    Exhibit*4.6
    
    Purchase Agreement, dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P., as Guarantor, and Enterprise Products Partners
L.P., as Buyer (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 10-Q filed on August 7,
2006).18.1
    
    Letter regarding Change in Accounting Principles dated May
4, 2004 (incorporated by reference to Exhibit 18.1 to
Enterprise Products Partners Form 10-Q filed May 10,
2004).31.1#
    
    Sarbanes-Oxley Section 302 certification of Michael A.
Creel for Enterprise GP Holdings L.P. for the June 30, 2006
quarterly report on Form 10-Q.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Enterprise GP Holdings L.P. for the June 30,
2006 quarterly report on Form 10-Q.32.1#
    
    Section 1350 certification of Michael A. Creel for the June
30, 2006 quarterly report on Form 10-Q.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
June 30, 2006 quarterly report on Form 10-Q.
 
 *
    
    With respect to any exhibits incorporated by reference to any Exchange Act filings, the
Commission file number is 1-32610 for Enterprise GP Holdings L.P. and 1-14323 for Enterprise
Products Partners L.P.#
    
    Filed with this report.