##### 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
  OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
  ENTERPRISE GP HOLDINGS L.P.
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    13-4297064
(I.R.S. Employer Identification No.)
 1100 Louisiana, 10th Floor
Houston, Texas 77002
 (713) 381-6500
  þ o
  o þ o
  o þ




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##### Table of Contents



ENTERPRISE GP HOLDINGS L.P.
TABLE OF CONTENTS
 Page No.PART I. FINANCIAL INFORMATION.Item 1.
    
    Financial Statements.Unaudited Condensed Consolidated Balance Sheets
    
    
    2Unaudited Condensed Statements of Consolidated Operations
    
    
    3Unaudited Condensed Statements of Consolidated Comprehensive Income
    
    
    4Unaudited Condensed Statements of Consolidated Cash Flows
    
    
    5Unaudited Condensed Statements of Consolidated Partners Equity
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements:1.  Partnership Organization and Basis of Financial Statement Presentation
    
    
    72.  General Accounting Policies and Related Matters
    
    
    103.  Accounting for Equity Awards
    
    
    144.  Financial Instruments
    
    
    155.  Inventories
    
    
    176.  Property, Plant and Equipment
    
    
    187.  Investments in and Advances to Unconsolidated Affiliates
    
    
    198.  Intangible Assets and Goodwill
    
    
    209.  Debt Obligations
    
    
    2110.  Partners' Equity and Distributions
    
    
    2411.  Business Segments
    
    
    2512.  Related Party Transactions
    
    
    2913.  Earnings Per Unit
    
    
    3314.  Commitments and Contingencies
    
    
    3415.  Significant Risks and Uncertainties -- Weather-Related Risks
    
    
    3616.  Supplemental Cash Flow Information
    
    
    3717.  Condensed Financial Information of Operating Partnership
    
    
    38Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.
    
    
    40Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk.
    
    
    63Item 4.
    
    Controls and Procedures.
    
    
    65PART II. OTHER INFORMATION.Item 1.
    
    Legal Proceedings.
    
    
    65Item 1A.
    
    Risk Factors.
    
    
    65Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    65Item 3.
    
    Defaults upon Senior Securities.
    
    
    65Item 4.
    
    Submission of Matters to a Vote of Security Holders.
    
    
    65Item 5.
    
    Other Information.
    
    
    66Item 6.
    
    Exhibits.
    
    
    66Signatures
    
    
    
    
    72Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 1350Certification Pursuant to Section 1350
 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)
 March 31,
    
    December 31,2007
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    59,030
    
    
    $
    23,221Restricted cash
    
    
    18,990
    
    
    
    23,667Accounts and notes receivable  trade, net of allowance for doubtful accounts
of $22,489 at March 31, 2007 and $23,406 at December 31, 2006
    
    
    1,267,196
    
    
    
    1,306,289Accounts receivable  related parties
    
    
    31,891
    
    
    
    16,094Inventories
    
    
    460,915
    
    
    
    423,844Prepaid and other current assets
    
    
    135,664
    
    
    
    129,443Total current assets
    
    
    1,973,686
    
    
    
    1,922,558Property, plant and equipment, net
    
    
    10,210,898
    
    
    
    9,832,547Investments in and advances to unconsolidated affiliates
    
    
    598,638
    
    
    
    564,559Intangible assets, net of accumulated amortization of $274,855 at
March 31, 2007 and $251,876 at December 31, 2006
    
    
    980,976
    
    
    
    1,003,955Goodwill
    
    
    590,639
    
    
    
    590,541Deferred tax asset
    
    
    2,544
    
    
    
    1,855Other assets
    
    
    71,463
    
    
    
    74,443Total assets
    
    $
    14,428,844
    
    
    $
    13,990,458LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    206,437
    
    
    $
    276,529Accounts payable  related parties
    
    
    21,792
    
    
    
    7,449Accrued gas payables
    
    
    1,528,007
    
    
    
    1,364,493Accrued expenses
    
    
    37,190
    
    
    
    35,763Accrued interest
    
    
    80,700
    
    
    
    91,438Other current liabilities
    
    
    178,328
    
    
    
    211,272Total current liabilities
    
    
    2,052,454
    
    
    
    1,986,944Long-term debt: (See Note 9)Senior debt obligations  principal
    
    
    5,082,068
    
    
    
    4,934,068Junior Subordinated Notes A  principal
    
    
    550,000
    
    
    
    550,000Other
    
    
    (29,383
    )
    
    
    (33,478
    )Total long-term debt
    
    
    5,602,685
    
    
    
    5,450,590Deferred tax liabilities
    
    
    16,028
    
    
    
    13,723Other long-term liabilities
    
    
    86,205
    
    
    
    86,130Minority interest
    
    
    5,952,842
    
    
    
    5,744,071Commitments and contingenciesPartners equity:Limited partner units (88,884,116 units outstanding at March 31, 2007 and December 31, 2006)
    
    
    682,907
    
    
    
    687,852General partner
    
    
    7
    
    
    
    7Accumulated other comprehensive income
    
    
    35,716
    
    
    
    21,141Total partners equity
    
    
    718,630
    
    
    
    709,000Total liabilities and partners equity
    
    $
    14,428,844
    
    
    $
    13,990,458
  2




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ENTERPRISE GP HOLDINGS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in thousands, except per unit amounts)
 For the Three MonthsEnded March 31,2007
    
    2006Revenues:Third parties
    
    $
    3,258,612
    
    
    $
    3,159,999Related parties
    
    
    64,242
    
    
    
    90,075Total
    
    
    3,322,854
    
    
    
    3,250,074Costs and expenses:Operating costs and expenses:Third parties
    
    
    3,040,533
    
    
    
    2,945,220Related parties
    
    
    83,946
    
    
    
    101,643Total operating costs and expenses
    
    
    3,124,479
    
    
    
    3,046,863General and administrative costs:Third parties
    
    
    4,501
    
    
    
    3,363Related parties
    
    
    13,113
    
    
    
    11,198Total general and administrative costs
    
    
    17,614
    
    
    
    14,561Total costs and expenses
    
    
    3,142,093
    
    
    
    3,061,424Equity in income of unconsolidated affiliates
    
    
    6,179
    
    
    
    4,029Operating income
    
    
    186,940
    
    
    
    192,679Other income (expense):Interest expense
    
    
    (65,914
    )
    
    
    (60,143
    )Interest income
    
    
    2,058
    
    
    
    1,675Other, net
    
    
    (108
    )
    
    
    308Other expense
    
    
    (63,964
    )
    
    
    (58,160
    )Income before provision for income taxes, minority interest and
the cumulative effect of change in accounting principle
    
    
    122,976
    
    
    
    134,519Provision for income taxes
    
    
    (8,788
    )
    
    
    (2,892
    )Income before minority interest and the cumulative effect
of change in accounting principle
    
    
    114,188
    
    
    
    131,627Minority interest
    
    
    (88,066
    )
    
    
    (109,368
    )Income before the cumulative effect of change in accounting principle
    
    
    26,122
    
    
    
    22,259Cumulative effect of change in accounting principle (see Note 2)
    
    
    
    
    
    
    96Net income
    
    $
    26,122
    
    
    $
    22,355Net income allocation:(see Note 13)Limited partners interest in net income
    
    $
    26,119
    
    
    $
    22,353General partner interest in net income
    
    $
    3
    
    
    $
    2Earning per unit:(see Note 13)Basic and diluted income per unit before change in accounting principle
    
    $
    0.29
    
    
    $
    0.25Basic and diluted income per unit
    
    $
    0.29
    
    
    $
    0.25
  3




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ENTERPRISE GP HOLDINGS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
COMPREHENSIVE INCOME
(Dollars in thousands)
 For the Three MonthsEnded March 31,2007
    
    2006Net income
    
    $
    26,122
    
    
    $
    22,355Other comprehensive income:Cash flow hedges:Net commodity financial instrument gains during period
    
    
    14,479
    
    
    
    251Less: Amortization of cash flow financing hedges
    
    
    (1,089
    )
    
    
    (1,041
    )Total cash flow hedges
    
    
    13,390
    
    
    
    (790
    )Foreign currency translation adjustment
    
    
    401
    
    
    
    Total other comprehensive income
    
    
    13,791
    
    
    
    (790
    )Comprehensive income
    
    $
    39,913
    
    
    $
    21,565
  4




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ENTERPRISE GP HOLDINGS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Dollars in thousands)
 For the Three MonthsEnded March 31,2007
    
    2006Operating activities:Net income
    
    $
    26,122
    
    
    $
    22,355Adjustments to reconcile net income to net cash
flows provided by operating activities:Depreciation, amortization and accretion in operating costs and expenses
    
    
    119,492
    
    
    
    104,816Depreciation and amortization in general and administrative costs
    
    
    1,606
    
    
    
    1,556Amortization in interest expense
    
    
    217
    
    
    
    328Equity in income of unconsolidated affiliates
    
    
    (6,179
    )
    
    
    (4,029
    )Distributions received from unconsolidated affiliates
    
    
    16,947
    
    
    
    8,253Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (96
    )Operating lease expense paid by EPCO, Inc.
    
    
    526
    
    
    
    528Minority interest
    
    
    88,066
    
    
    
    109,368Gain on sale of assets
    
    
    (73
    )
    
    
    (61
    )Deferred income tax expense
    
    
    1,596
    
    
    
    1,487Changes in fair market value of financial instruments
    
    
    104
    
    
    
    (53
    )Net effect of changes in operating accounts (see Note 16)
    
    
    169,264
    
    
    
    247,875Net cash flows provided by operating activities
    
    
    417,688
    
    
    
    492,327Investing activities:Capital expenditures
    
    
    (614,035
    )
    
    
    (316,798
    )Contributions in aid of construction costs
    
    
    39,145
    
    
    
    12,180Proceeds from sale of assets
    
    
    91
    
    
    
    75Decrease in restricted cash
    
    
    4,677
    
    
    
    9,045Cash used for business combinations
    
    
    (312
    )
    
    
    Investments in unconsolidated affiliates
    
    
    (38,973
    )
    
    
    (61,528
    )Advances (to) from unconsolidated affiliates
    
    
    (5,514
    )
    
    
    8,381Net cash used in investing activities
    
    
    (614,921
    )
    
    
    (348,645
    )Financing activities:Borrowings under debt agreements
    
    
    1,091,000
    
    
    
    531,000Repayments of debt
    
    
    (943,000
    )
    
    
    (931,500
    )Debt issuance costs
    
    
    (510
    )
    
    
    (934
    )Distributions paid to partners
    
    
    (31,113
    )
    
    
    (24,890
    )Distributions paid to minority interests
    
    
    (198,491
    )
    
    
    (166,549
    )Contributions from minority interests
    
    
    316,494
    
    
    
    443,482Net cash provided by (used in) financing activities
    
    
    234,380
    
    
    
    (149,391
    )Effect of exchange rate changes on cash
    
    
    (1,338
    )
    
    
    Net change in cash and cash equivalents
    
    
    35,809
    
    
    
    (5,709
    )Cash and cash equivalents, January 1
    
    
    23,221
    
    
    
    42,650Cash and cash equivalents, March 31
    
    $
    59,030
    
    
    $
    36,941
  5




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ENTERPRISE GP HOLDINGS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED PARTNERS EQUITY
(See Note 10 for Unit History and Detail of Changes in Limited Partners Equity)
(Dollars in thousands)
 Limited
    
    GeneralPartners
    
    Partner
    
    AOCI
    
    TotalBalance, December 31, 2006
    
    $
    687,852
    
    
    $
    7
    
    
    $
    21,141
    
    
    $
    709,000Net income
    
    
    26,119
    
    
    
    3
    
    
    
    
    
    
    
    26,122Operating leases paid by EPCO, Inc.
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    26Cash distributions to partners
    
    
    (31,110
    )
    
    
    (3
    )
    
    
    
    
    
    
    (31,113
    )Change in funded status of pension and
postretirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    784
    
    
    
    784Amortization of equity awards
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    401
    
    
    
    401Cash flow hedges
    
    
    
    
    
    
    
    
    
    
    13,390
    
    
    
    13,390Balance, March 31, 2007
    
    $
    682,907
    
    
    $
    7
    
    
    $
    35,716
    
    
    $
    718,630
  6




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ENTERPRISE GP HOLDINGS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1. Partnership Organization and Basis of Financial Statement Presentation
 Significant Relationships Referenced in Notes to Unaudited Condensed Consolidated Financial
Statements
           Partnership Organization
  7
    Table of Contents     Basis of Presentation of Financial Statements
      Parent Company Financial Information
  8




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March 31,
    
    December 31,2007
    
    2006ASSETSCurrent assets
    
    $
    1,267
    
    
    $
    2,928Investments in and advances to unconsolidated affiliates(1)
    
    
    836,878
    
    
    
    840,933Other assets
    
    
    255
    
    
    
    340Total assets
    
    $
    838,400
    
    
    $
    844,201LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    1,167
    
    
    $
    1,023Long term debt(2)
    
    
    154,000
    
    
    
    155,000Partners equity
    
    
    683,233
    
    
    
    688,178Total liabilities and partners equity
    
    $
    838,400
    
    
    $
    844,201
 
 (1)
    
    Represents the parent companys equity method investments in Enterprise Products GP and Enterprise Products Partners. These parent
company investments are eliminated in the process of consolidating the financial statements of the parent company with those of Enterprise
Products GP and Enterprise Products Partners.(2)
    
    Represents borrowings outstanding under the parent companys credit facility (see Note 9).  For the Three MonthsEnded March 31,2007
    
    2006Equity in income of unconsolidated affiliates(1)
    
    $
    29,557
    
    
    $
    25,108General and administrative costs
    
    
    899
    
    
    
    718Operating income
    
    
    28,658
    
    
    
    24,390Other income (expense)Interest expense (2)
    
    
    (2,556
    )
    
    
    (2,066
    )Interest income
    
    
    20
    
    
    
    13Income before cumulative effect of change in
accounting principle
    
    
    26,122
    
    
    
    22,337Cumulative effect of change in accounting principle
    
    
    
    
    
    
    18Net income
    
    $
    26,122
    
    
    $
    22,355
 
 (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. 9




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For the Three MonthsEnded March 31,2007
    
    2006Operating activities:Net income
    
    $
    26,122
    
    
    $
    22,355Adjustments to reconcile net income to net cash flows
provided by operating activities:Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (18
    )Equity in income of unconsolidated affiliates
    
    
    (29,557
    )
    
    
    (25,108
    )Distributions from unconsolidated affiliates (1)
    
    
    33,658
    
    
    
    28,482Amortization of debt issue costs
    
    
    85
    
    
    
    78Amortization of equity awards
    
    
    6
    
    
    
    7Net effect of changes in operating accounts
    
    
    1,783
    
    
    
    579Net cash flows provided by operating activities
    
    
    32,097
    
    
    
    26,375Investing activities:Investments in unconsolidated affiliates
    
    
    (14
    )
    
    
    (8,616
    )Cash used in investing activities
    
    
    (14
    )
    
    
    (8,616
    )Financing activities:Net borrowings (repayments) under debt agreements(2)
    
    
    (1,000
    )
    
    
    9,500Debt issuance costs
    
    
    
    
    
    
    (934
    )Distributions paid to partners
    
    
    (31,113
    )
    
    
    (24,890
    )Cash used in financing activities
    
    
    (32,113
    )
    
    
    (16,324
    )Net change in cash and cash equivalents
    
    
    (30
    )
    
    
    1,435Cash and cash equivalents, January 1
    
    
    783
    
    
    
    509Cash and cash equivalents, March 31
    
    $
    753
    
    
    $
    1,944
 
 (1)
    
    Represents distributions received by the parent company from its equity method investments in Enterprise
Products GP and Enterprise Products Partners.(2)
    
    During the three months ended March 31, 2006, the parent company borrowed $8.6 million under its credit
facility to fund capital contributions to Enterprise Products GP to maintain Enterprise Products GPs 2% general
partner interest in Enterprise Products Partners. 
 Note 2. General Accounting Policies and Related Matters
 Accounting for Employee Benefit Plans
  Defined Contribution Plan.
 Pension and Postretirement Benefit Plans.
 10




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Consolidation Policy
    Cumulative Effect of Change in Accounting Principle
  Environmental Costs
    11




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Estimates
  Income Taxes
   Minority Interest
  March 31,
    
    December 31,2007
    
    2006Limited partners of Enterprise Products Partners:Third-party owners of Enterprise Products Partners (1)
    
    $
    5,157,598
    
    
    $
    5,215,065Related party owners of Enterprise Products Partners (2)
    
    
    361,668
    
    
    
    399,876Limited partners of Duncan Energy Partners:Third-party owners of Duncan Energy Partners (3)
    
    
    294,703
    
    
    
    Joint venture partners (4)
    
    
    138,873
    
    
    
    129,130Total minority interest on consolidated balance sheet
    
    $
    5,952,842
    
    
    $
    5,744,071
 
 (1)
    
    Consists of non-affiliate public unitholders of Enterprise Products Partners.(2)
    
    Consists of unitholders of Enterprise Products Partners that are related party affiliates of Enterprise GP Holdings L.P. This group is primarily
comprised of EPCO and certain of its private company consolidated subsidiaries.(3)
    
    Consists of non-affiliate public unitholders of Duncan Energy Partners. On February 5, 2007, Duncan Energy Partners completed its initial public
offering of 14,950,000 common units. The Operating Partnership of Enterprise Products Partners owns the general partner of Duncan Energy Partners;
therefore, Enterprise Products Partners consolidates the financial statements of Duncan Energy Partners with those of its own. For financial accounting
and reporting purposes, the public owners of Duncan Energy Partners are presented as minority interest in our consolidated financial statements effective
February 1, 2007.(4)
    
    Represents third-party ownership interests in joint ventures that we consolidate, including Seminole, Dixie, Tri-States Pipeline LLC (Tri-States),
Independence Hub LLC (Independence Hub), Wilprise Pipeline Company LLC and Belle Rose NGL Pipeline LLC (Belle Rose). 12




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For the Three MonthsEnded March 31,2007
    
    2006Limited partners of Enterprise Products Partners
    
    $
    82,404
    
    
    $
    107,170Limited partners of Duncan Energy Partners
    
    
    2,831
    
    
    
    Joint venture partners
    
    
    2,831
    
    
    
    2,198Total
    
    $
    88,066
    
    
    $
    109,368
  For the Three MonthsEnded March 31,2007
    
    2006Distributions paid to minority interests:Limited partners of Enterprise Products Partners
    
    $
    197,438
    
    
    $
    165,054Joint venture partners
    
    
    1,053
    
    
    
    1,495Total
    
    $
    198,491
    
    
    $
    166,549Contributions from minority interests:Limited partners of Enterprise Products Partners
    
    $
    16,657
    
    
    $
    432,110Limited partners of Duncan Energy Partners
    
    
    291,872
    
    
    
    Joint venture partners
    
    
    7,965
    
    
    
    11,372Total
    
    $
    316,494
    
    
    $
    443,482
    Recent Accounting Developments
  13




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Note 3. Accounting for Equity Awards
  Unit Options and Restricted Units
   Weighted-Weighted-
    
    averageaverage
    
    remaining
    
    AggregateNumber of
    
    strike price
    
    contractual
    
    IntrinsicUnits
    
    (dollars/unit)
    
    term (in years)
    
    Value(1)Outstanding at December 31, 2006
    
    
    2,416,000
    
    
    $
    23.32Exercised
    
    
    (138,000
    )
    
    $
    18.74Outstanding at March 31, 2007
    
    
    2,278,000
    
    
    $
    23.60
    
    
    7.47
    
    $
    4,672Options exercisable at:March 31, 2007
    
    
    453,000
    
    
    $
    21.49
    
    
    4.67
    
    $
    4,672
 
 (1)
    
    Aggregate intrinsic value reflects fully vested unit options at March 31, 2007.    14




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Weighted-Average GrantNumber of
    
    Date Fair ValueUnits
    
    per Unit(1)Restricted units at December 31, 2006
    
    
    1,105,237Granted (2)
    
    
    15,140
    
    
    $
    27.38Forfeited
    
    
    (2,000
    )
    
    $
    22.91Restricted units at March 31, 2007
    
    
    1,118,377
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (including an allowance for
forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted common unit
awards issued during 2007 was $0.4 million based
on a grant date market price of Enterprise Products Partners
common units of $30.16 per unit and an estimated
forfeiture rate of 9.2%.    Employee Partnerships
  
 Note 4. Financial Instruments
  15




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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 8.74%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.38%to 7.28%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.60%to 6.33%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95%to 5.76%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.  Cash Flow Hedges  Treasury Locks .
  Commodity Risk Hedging Program
    16




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##### Table of Contents



Foreign Currency Hedging Program
  
 Note 5. Inventories
  March 31,
    
    December 31,2007
    
    2006Working inventory
    
    $
    451,641
    
    
    $
    387,973Forward-sales inventory
    
    
    9,274
    
    
    
    35,871Inventory
    
    $
    460,915
    
    
    $
    423,844
    17




---



##### Table of Contents



Note 6. Property, Plant and Equipment
  EstimatedUseful Life
    
    March 31,
    
    December 31,in Years
    
    2007
    
    2006Plants and pipelines (1)
    
    
    3-35
    (5)
    
    $
    9,217,439
    
    
    $
    8,774,683Underground and other storage facilities (2)
    
    
    5-35
    (6)
    
    
    605,102
    
    
    
    596,649Platforms and facilities (3)
    
    
    20-31
    
    
    
    549,896
    
    
    
    161,839Transportation equipment (4)
    
    
    3-10
    
    
    
    27,608
    
    
    
    27,008Land
    
    
    
    
    
    
    40,010
    
    
    
    40,010Construction in progress
    
    
    
    
    
    
    1,367,264
    
    
    
    1,734,083Total
    
    
    
    
    
    
    11,807,319
    
    
    
    11,334,272Less accumulated depreciation
    
    
    
    
    
    
    1,596,421
    
    
    
    1,501,725Property, plant and equipment, net
    
    
    
    
    
    $
    10,210,898
    
    
    $
    9,832,547
 
 (1)
    
    Plants and pipelines include processing plants; NGL, petrochemical, oil and natural gas pipelines; terminal loading and unloading facilities; office
furniture and equipment; buildings; laboratory and shop equipment; and related assets.(2)
    
    Underground and other storage facilities include underground product storage caverns; storage tanks; water wells; and related assets.(3)
    
    Platforms and facilities include offshore platforms and related facilities and other associated assets.(4)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(5)
    
    In general, the estimated useful lives of major components of this category are as follows: processing plants, 20-35 years; pipelines, 18-35 years (with
some equipment at 5 years); terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings 20-35 years; and laboratory and shop
equipment, 5-35 years.(6)
    
    In general, the estimated useful lives of major components of this category are as follows: underground storage facilities, 20-35 years (with some
components at 5 years); storage tanks, 10-35 years; and water wells, 25-35 years (with some components at 5 years).  18




---



##### Table of Contents



Note 7. Investments In and Advances to Unconsolidated Affiliates
  Ownership
    
    Investments in and advances toPercentage at
    
    unconsolidated affiliates atMarch 31,
    
    March 31,
    
    December 31,2007
    
    2007
    
    2006NGL Pipelines & Services:Venice Energy Service Company L.L.C. (VESCO)
    
    
    13.1
    %
    
    $
    42,598
    
    
    $
    39,618K/D/S Promix, L.L.C. (Promix)
    
    
    50
    %
    
    
    52,103
    
    
    
    46,140Baton Rouge Fractionators LLC (BRF)
    
    
    32.3
    %
    
    
    25,159
    
    
    
    25,471Onshore Natural Gas Pipelines & Services:Jonah Gas Gathering Company (Jonah)
    
    
    17.3
    %
    
    
    157,935
    
    
    
    120,370Evangeline (1)
    
    
    49.5
    %
    
    
    3,514
    
    
    
    4,221Offshore Pipelines & Services:Poseidon Oil Pipeline Company, L.L.C. (Poseidon)
    
    
    36
    %
    
    
    61,153
    
    
    
    62,324Cameron Highway Oil Pipeline Company (Cameron Highway)
    
    
    50
    %
    
    
    56,908
    
    
    
    60,216Deepwater Gateway, L.L.C. (Deepwater Gateway)
    
    
    50
    %
    
    
    111,187
    
    
    
    117,646Neptune Pipeline Company, L.L.C. (Neptune)
    
    
    25.7
    %
    
    
    58,778
    
    
    
    58,789Nemo Gathering Company, LLC (Nemo)
    
    
    33.9
    %
    
    
    11,024
    
    
    
    11,161Petrochemical Services:Baton Rouge Propylene Concentrator, LLC (BRPC)
    
    
    30
    %
    
    
    13,894
    
    
    
    13,912La Porte (2)
    
    
    50
    %
    
    
    4,385
    
    
    
    4,691Total
    
    
    
    
    
    $
    598,638
    
    
    $
    564,559
 
 (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 MonthsEnded March 31,2007
    
    2006NGL Pipelines & Services
    
    $
    591
    
    
    $
    1,518Onshore Natural Gas Pipelines & Services
    
    
    1,029
    
    
    
    602Offshore Pipelines & Services
    
    
    4,075
    
    
    
    1,934Petrochemical Services
    
    
    484
    
    
    
    (25
    )Total
    
    $
    6,179
    
    
    $
    4,029
 19




---



##### Table of Contents



Summarized Financial Information of Unconsolidated Affiliates
  Summarized Income Statement Information for the Three Months EndedMarch 31, 2007
    
    March 31, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income
    
    Income
    
    Revenues
    
    Income (Loss)
    
    Income (Loss)NGL Pipelines & Services (1)
    
    $
    41,732
    
    
    $
    3,260
    
    
    $
    3,829
    
    
    $
    20,286
    
    
    $
    (22,125
    )
    
    $
    (21,678
    )Onshore Natural Gas Pipelines & Services
    
    
    108,898
    
    
    
    21,615
    
    
    
    20,313
    
    
    
    108,788
    
    
    
    38,896
    
    
    
    34,444Offshore Pipelines & Services
    
    
    37,193
    
    
    
    19,718
    
    
    
    12,336
    
    
    
    31,696
    
    
    
    10,930
    
    
    
    3,680Petrochemical Services
    
    
    5,553
    
    
    
    1,887
    
    
    
    1,911
    
    
    
    3,868
    
    
    
    186
    
    
    
    210
 
 (1)
    
    During the three months ended March 31, 2006, VESCO incurred losses due to the effects of Hurricane Katrina. Cameron Highway
   
 Note 8. Intangible Assets and Goodwill
 Identifiable Intangible Assets
  March 31, 2007
    
    December 31, 2006Gross
    
    Accum.
    
    Carrying
    
    Gross
    
    Accum.
    
    CarryingValue
    
    Amort.
    
    Value
    
    Value
    
    Amort.
    
    ValueNGL Pipelines & Services
    
    $
    528,594
    
    
    $
    (119,888
    )
    
    $
    408,706
    
    
    $
    528,594
    
    
    $
    (110,644
    )
    
    $
    417,950Onshore Natural Gas Pipelines & Services
    
    
    463,551
    
    
    
    (85,557
    )
    
    
    377,994
    
    
    
    463,551
    
    
    
    (77,402
    )
    
    
    386,149Offshore Pipelines & Services
    
    
    207,012
    
    
    
    (59,718
    )
    
    
    147,294
    
    
    
    207,012
    
    
    
    (54,636
    )
    
    
    152,376Petrochemical Services
    
    
    56,674
    
    
    
    (9,692
    )
    
    
    46,982
    
    
    
    56,674
    
    
    
    (9,194
    )
    
    
    47,480Total
    
    $
    1,255,831
    
    
    $
    (274,855
    )
    
    $
    980,976
    
    
    $
    1,255,831
    
    
    $
    (251,876
    )
    
    $
    1,003,955
  For the Three MonthsEnded March 31,2007
    
    2006NGL Pipelines & Services
    
    $
    9,244
    
    
    $
    6,361Onshore Natural Gas Pipelines & Services
    
    
    8,155
    
    
    
    8,458Offshore Pipelines & Services
    
    
    5,082
    
    
    
    5,834Petrochemical Services
    
    
    498
    
    
    
    499Total
    
    $
    22,979
    
    
    $
    21,152
 20




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##### Table of Contents



Goodwill
  March 31,
    
    December 31,2007
    
    2006NGL Pipelines & Services
    
    $
    152,693
    
    
    $
    152,595Onshore Natural Gas Pipelines & Services
    
    
    282,121
    
    
    
    282,121Offshore Pipelines & Services
    
    
    82,135
    
    
    
    82,135Petrochemical Services
    
    
    73,690
    
    
    
    73,690Totals
    
    $
    590,639
    
    
    $
    590,541
 
 Note 9. Debt Obligations
  March 31,
    
    December 31,2007
    
    2006Parent Company debt obligation:$200 Million Credit Facility, due January 2009
    
    $
    154,000
    
    
    $
    155,000Operating Partnership senior debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011
    
    
    390,000
    
    
    
    410,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007 (1)
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Duncan Energy Partners debt obligation:$300 Million Revolving Credit Facility, variable rate, due February 2011
    
    
    169,000
    
    
    
    Dixie Revolving Credit Facility, variable rate, due June 2010
    
    
    10,000
    
    
    
    10,000Other, 8.75% fixed-rate, due June 2010 (2)
    
    
    5,068
    
    
    
    5,068Total principal amount of senior debt obligations
    
    
    5,082,068
    
    
    
    4,934,068Operating Partnership Junior Subordinated Notes A, due August 2066
    
    
    550,000
    
    
    
    550,000Total principal amount of senior and junior debt obligations
    
    
    5,632,068
    
    
    
    5,484,068Other, including unamortized discounts and premiums and changes in fair value (3)
    
    
    (29,383
    )
    
    
    (33,478
    )Long-term debt
    
    $
    5,602,685
    
    
    $
    5,450,590Standby letters of credit outstanding
    
    $
    36,758
    
    
    $
    49,858
 
 (1)
    
    In accordance with SFAS 6, Classification of Short-Term Obligations Expected to be Refinanced, long-term and current maturities of debt reflects the classification of such
obligations at March 31, 2007 and December 31, 2006. With respect to Senior Notes E due in October 2007, the Operating Partnership has the ability to use available credit capacity
under its Multi-Year Revolving Credit Facility to fund the repayment of this debt.(2)
    
    Represents remaining debt obligations assumed in connection with the GulfTerra Merger.(3)
    
    The March 31, 2007 amount includes $25.0 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums. The December 31, 2006 amount
includes $29.1 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums. 21




---



##### Table of Contents



Parent Company debt obligation
   Parent-Subsidiary guarantor relationships
  Operating Partnership debt obligations
  Duncan Energy Partners debt obligation
     22




---



##### Table of Contents



Covenants
  Information regarding variable interest rates paid
  Range of
    
    Weighted-averageinterest rates
    
    interest ratepaid
    
    paidParent Companys $200.0 Million Credit Facility
    
    6.32% to 6.35%
    
    6.32%Operating Partnerships Multi-Year Revolving Credit Facility
    
    5.82% to 8.25%
    
    5.84%Duncan Energy Partners Revolving Credit Facility
    
    6.17%
    
    6.17%Dixie Revolving Credit Facility
    
    5.66% to 5.67%
    
    5.66%
 Consolidated debt maturity table
  2007
    
    $
    2008
    
    
    2009
    
    
    654,0002010
    
    
    569,0682011
    
    
    1,509,000Thereafter
    
    
    2,900,000Total scheduled principal payments
    
    $
    5,632,068
  Debt Obligations of Unconsolidated Affiliates
 23
    Table of Contents    Our
    
    
    
    
    
    Scheduled Maturities of DebtOwnership
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AfterInterest
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2011Cameron Highway
    
    50%
    
    $
    415,000
    
    
    $
    
    
    
    $
    25,000
    
    
    $
    25,000
    
    
    $
    50,000
    
    
    $
    55,000
    
    
    $
    260,000Poseidon
    
    36%
    
    
    91,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,000
    
    
    
    Evangeline
    
    49.5%
    
    
    25,650
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    5,000
    
    
    
    10,650
    
    
    
    
    
    
    
    Total
    
    
    
    $
    531,650
    
    
    $
    5,000
    
    
    $
    30,000
    
    
    $
    30,000
    
    
    $
    60,650
    
    
    $
    146,000
    
    
    $
    260,000
    
 Note 10. Partners Equity and Distributions
    Unit History
  Distributions to Partners
  24




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##### Table of Contents



Note 11. Business Segments
        25
    Table of Contents      26




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##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    2006Revenues (1)
    
    $
    3,322,854
    
    
    $
    3,250,074Less:
    
    Operating costs and expenses (1)
    
    
    (3,124,479
    )
    
    
    (3,046,863
    )Add:
    
    Equity in income of unconsolidated affiliates (1)
    
    
    6,179
    
    
    
    4,029Depreciation, amortization and accretion in operating costs and expenses (2)
    
    
    119,492
    
    
    
    104,816Operating lease expense paid by EPCO (2)
    
    
    526
    
    
    
    528Gain on sale of assets in operating costs and expenses (2)
    
    
    (73
    )
    
    
    (61
    )Total segment gross operating margin
    
    $
    324,499
    
    
    $
    312,523
 
 (1)
    
    These amounts are taken from our Unaudited Condensed Statements of Consolidated Operations.(2)
    
    These non-cash expenses are taken from the operating activities section of our Unaudited Condensed Statements of Consolidated Cash Flows.  For the Three MonthsEnded March 31,2007
    
    2006Total segment gross operating margin
    
    $
    324,499
    
    
    $
    312,523Adjustments to reconcile total segment gross operating margin
to operating income:Depreciation, amortization and accretion in operating costs and expenses
    
    
    (119,492
    )
    
    
    (104,816
    )Operating lease expense paid by EPCO
    
    
    (526
    )
    
    
    (528
    )Gain on sale of assets in operating costs and expenses
    
    
    73
    
    
    
    61General and administrative costs
    
    
    (17,614
    )
    
    
    (14,561
    )Consolidated operating income
    
    
    186,940
    
    
    
    192,679Other expense, net
    
    
    (63,964
    )
    
    
    (58,160
    )Income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    $
    122,976
    
    
    $
    134,519
 27




---



##### Table of Contents



Reportable SegmentsOnshoreNGL
    
    Natural Gas
    
    Offshore
    
    
    
    
    
    AdjustmentsPipelines
    
    Pipelines
    
    Pipelines
    
    Petrochemical
    
    and
    
    Consolidated& Services
    
    & Services
    
    & Services
    
    Services
    
    Eliminations
    
    TotalsRevenues from third parties:Three months ended March 31, 2007
    
    $
    2,365,118
    
    
    $
    416,230
    
    
    $
    32,983
    
    
    $
    444,281
    
    
    $
    
    
    
    $
    3,258,612Three months ended March 31, 2006
    
    
    2,338,696
    
    
    
    413,001
    
    
    
    22,352
    
    
    
    385,950
    
    
    
    
    
    
    
    3,159,999Revenues from related parties:Three months ended March 31, 2007
    
    
    9,903
    
    
    
    54,002
    
    
    
    328
    
    
    
    9
    
    
    
    
    
    
    
    64,242Three months ended March 31, 2006
    
    
    6,948
    
    
    
    82,955
    
    
    
    172
    
    
    
    
    
    
    
    
    
    
    
    90,075Intersegment and intrasegment revenues:Three months ended March 31, 2007
    
    
    1,122,847
    
    
    
    18,569
    
    
    
    548
    
    
    
    104,997
    
    
    
    (1,246,961
    )
    
    
    Three months ended March 31, 2006
    
    
    896,245
    
    
    
    28,141
    
    
    
    313
    
    
    
    82,817
    
    
    
    (1,007,516
    )
    
    
    Total revenues:Three months ended March 31, 2007
    
    
    3,497,868
    
    
    
    488,801
    
    
    
    33,859
    
    
    
    549,287
    
    
    
    (1,246,961
    )
    
    
    3,322,854Three months ended March 31, 2006
    
    
    3,241,889
    
    
    
    524,097
    
    
    
    22,837
    
    
    
    468,767
    
    
    
    (1,007,516
    )
    
    
    3,250,074Equity in income (loss) of
unconsolidated affiliates:Three months ended March 31, 2007
    
    
    591
    
    
    
    1,029
    
    
    
    4,075
    
    
    
    484
    
    
    
    
    
    
    
    6,179Three months ended March 31, 2006
    
    
    1,518
    
    
    
    602
    
    
    
    1,934
    
    
    
    (25
    )
    
    
    
    
    
    
    4,029Gross operating margin by individual
business segment and in total:Three months ended March 31, 2007
    
    
    190,694
    
    
    
    76,515
    
    
    
    19,707
    
    
    
    37,583
    
    
    
    
    
    
    
    324,499Three months ended March 31, 2006
    
    
    170,950
    
    
    
    96,803
    
    
    
    17,252
    
    
    
    27,518
    
    
    
    
    
    
    
    312,523Segment assets:At March 31, 2007
    
    
    3,479,690
    
    
    
    3,700,783
    
    
    
    1,112,518
    
    
    
    550,643
    
    
    
    1,367,264
    
    
    
    10,210,898At December 31, 2006
    
    
    3,249,486
    
    
    
    3,611,974
    
    
    
    734,659
    
    
    
    502,345
    
    
    
    1,734,083
    
    
    
    9,832,547Investments in and advances
to unconsolidated affiliates (see Note 7):At March 31, 2007
    
    
    119,860
    
    
    
    161,449
    
    
    
    299,050
    
    
    
    18,279
    
    
    
    
    
    
    
    598,638At December 31, 2006
    
    
    111,229
    
    
    
    124,591
    
    
    
    310,136
    
    
    
    18,603
    
    
    
    
    
    
    
    564,559Intangible Assets (see Note 8):At March 31, 2007
    
    
    408,706
    
    
    
    377,994
    
    
    
    147,294
    
    
    
    46,982
    
    
    
    
    
    
    
    980,976At December 31, 2006
    
    
    417,950
    
    
    
    386,149
    
    
    
    152,376
    
    
    
    47,480
    
    
    
    
    
    
    
    1,003,955Goodwill (see Note 8):At March 31, 2007
    
    
    152,693
    
    
    
    282,121
    
    
    
    82,135
    
    
    
    73,690
    
    
    
    
    
    
    
    590,639At December 31, 2006
    
    
    152,595
    
    
    
    282,121
    
    
    
    82,135
    
    
    
    73,690
    
    
    
    
    
    
    
    590,541
 28




---



##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    2006NGL Pipelines & Services:Sale of NGL products
    
    $
    2,191,624
    
    
    $
    2,192,016Percent of consolidated revenues
    
    
    66
    %
    
    
    67
    %Onshore Natural Gas Pipelines & Services:Sale of natural gas
    
    $
    361,031
    
    
    $
    367,544Percent of consolidated revenues
    
    
    11
    %
    
    
    11
    %Petrochemical Services:Sale of petrochemical products
    
    $
    387,752
    
    
    $
    343,350Percent of consolidated revenues
    
    
    12
    %
    
    
    11
    %
 
 Note 12. Related Party Transactions
  For the Three MonthsEnded March 31,2007
    
    2006Revenues from consolidated operations:EPCO and affiliates
    
    $
    8,542
    
    
    $
    5,632Unconsolidated affiliates
    
    
    55,700
    
    
    
    84,443Total
    
    $
    64,242
    
    
    $
    90,075Operating costs and expenses:EPCO and affiliates
    
    $
    78,673
    
    
    $
    94,957Unconsolidated affiliates
    
    
    5,273
    
    
    
    6,686Total
    
    $
    83,946
    
    
    $
    101,643General and administrative costs:EPCO and affiliates
    
    $
    13,113
    
    
    $
    11,198
 Relationship with EPCO and affiliates
  
    
    EPCO and its consolidated private company subsidiaries;
    
    EPE Holdings, our general partner;
    
    TEPPCO and TEPPCO GP, which are controlled by affiliates of EPCO; and
    
    the Employee Partnerships.
    29




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##### Table of Contents



Relationship with TEPPCO
  Purchase and lease of pipelines for DEP South Texas NGL Pipeline System from
TEPPCO .
 30




---



##### Table of Contents



Jonah Joint Venture with TEPPCO .
      EPCO Administrative Services Agreement
   31




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##### Table of Contents



Relationship with Duncan Energy Partners
     
    
    Mont Belvieu Caverns, LLC (Mont Belvieu Caverns), a recently formed subsidiary, which
owns salt dome storage caverns located in Mont Belvieu, Texas that receive, store and
deliver NGLs and certain petrochemical products for industrial customers located along the
upper Texas Gulf Coast, which has the largest concentration of petrochemical plants and
refineries in the United States;
    
    Acadian Gas, LLC (Acadian Gas), which owns an onshore natural gas pipeline system
that gathers, transports, stores and markets natural gas in Louisiana. The Acadian Gas
system links natural gas supplies from onshore and offshore Gulf of Mexico developments
(including offshore pipelines, continental shelf and deepwater production) with local gas
distribution companies, electric generation plants and industrial customers, including
those in the Baton Rouge-New Orleans-Mississippi River corridor. A subsidiary of Acadian
Gas owns our 49.5% equity interest in Evangeline;
    
    Sabine Propylene Pipeline L.P. (Sabine Propylene), which transports polymer-grade
propylene between Port Arthur, Texas and a pipeline interconnect located in Cameron
Parish, Louisiana;
    
    Enterprise Lou-Tex Propylene Pipeline L.P. (Lou-Tex Propylene), which transports
chemical-grade propylene from Sorrento, Louisiana to Mont Belvieu, Texas; and
    
    South Texas NGL Pipelines, LLC (South Texas NGL), a recently formed subsidiary, which
began transporting NGLs from Corpus Christi, Texas to Mont Belvieu, Texas in January 2007.
South Texas NGL owns the DEP South Texas NGL Pipeline System.
  32




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##### Table of Contents




    
    It utilizes storage services provided by Mont Belvieu Caverns to support its Mont
Belvieu fractionation and other businesses;
    
    It buys natural gas from and sells natural gas to Acadian Gas in connection with its
normal business activities; and
    
    It is currently the sole shipper on the DEP South Texas NGL Pipeline System.
  Relationships with Unconsolidated Affiliates
    
 Note 13. Earnings Per Unit
   For the Three MonthsEnded March 31,2007
    
    2006Net income
    
    $
    26,122
    
    
    $
    22,355Multiplied by general partner ownership interest
    
    
    0.01
    %
    
    
    0.01
    %General partner interest in net income
    
    $
    3
    
    
    $
    2
 33




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##### Table of Contents



For The Three MonthsEnded March 31,2007
    
    2006Income before change in accounting principle
and general partner interest
    
    $
    26,122
    
    
    $
    22,259Cumulative effect of change in accounting principle
    
    
    
    
    
    
    96Net income
    
    
    26,122
    
    
    
    22,355General partner interest in net income
    
    
    (3
    )
    
    
    (2
    )Net income available to limited partners
    
    $
    26,119
    
    
    $
    22,353BASIC EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    26,122
    
    
    $
    22,259Cumulative effect of change in accounting principle
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (3
    )
    
    
    (2
    )Limited partners interest in net income
    
    $
    26,119
    
    
    $
    22,353DenominatorUnits
    
    
    88,884
    
    
    
    88,884Basic earnings per unitIncome per unit before change in accounting principle
and general partner interest
    
    $
    0.29
    
    
    $
    0.25Cumulative effect of change in accounting principle
    
    
    
    
    
    
    General partner interest in net income
    
    
    
    
    
    
    Limited partners interest in net income
    
    $
    0.29
    
    
    $
    0.25DILUTED EARNINGS PER UNITNumeratorIncome before change in accounting principle
and general partner interest
    
    $
    26,122
    
    
    $
    22,259Cumulative effect of change in accounting principle
    
    
    
    
    
    
    96General partner interest in net income
    
    
    (3
    )
    
    
    (2
    )Limited partners interest in net income
    
    $
    26,119
    
    
    $
    22,353DenominatorUnits
    
    
    88,884
    
    
    
    88,884Diluted earnings per unitIncome per unit before change in accounting principle
and general partner interest
    
    $
    0.29
    
    
    $
    0.25Cumulative effect of change in accounting principle
    
    
    
    
    
    
    General partner interest in net income
    
    
    
    
    
    
    Limited partners interest in net income
    
    $
    0.29
    
    
    $
    0.25
 
 Note 14. Commitments and Contingencies
 Litigation
   34




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##### Table of Contents



Operating Leases
  35




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##### Table of Contents



Contractual Obligations
  Performance Guaranty
    Other Claims
  
 Note 15. Significant Risks and Uncertainties  Weather-Related Risks
  36




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##### Table of Contents



Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
 
 Note 16. Supplemental Cash Flow Information
   For the Three MonthsEnded March 31,2007
    
    2006Decrease (increase) in:Accounts and notes receivable
    
    $
    8,539
    
    
    $
    356,566Inventories
    
    
    (35,297
    )
    
    
    84,191Prepaid and other current assets
    
    
    6,014
    
    
    
    12,526Other assets
    
    
    2,314
    
    
    
    7,866Increase (decrease) in:Accounts payable
    
    
    (56,617
    )
    
    
    (86,489
    )Accrued gas payable
    
    
    163,514
    
    
    
    (174,960
    )Accrued expenses
    
    
    119,918
    
    
    
    44,029Accrued interest
    
    
    (10,738
    )
    
    
    471Other current liabilities
    
    
    (29,347
    )
    
    
    2,589Other long-term liabilities
    
    
    964
    
    
    
    1,086Net effect of changes in operating accounts
    
    $
    169,264
    
    
    $
    247,875
  37




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##### Table of Contents



Note 17. Condensed Financial Information of Operating Partnership
     March 31,
    
    December 31,2007
    
    2006ASSETSCurrent assets
    
    $
    1,968,896
    
    
    $
    1,915,937Property, plant and equipment, net
    
    
    10,210,898
    
    
    
    9,832,547Investments in and advances to unconsolidated affiliates, net
    
    
    598,638
    
    
    
    564,559Intangible assets, net
    
    
    980,976
    
    
    
    1,003,955Goodwill
    
    
    590,639
    
    
    
    590,541Deferred tax asset
    
    
    2,301
    
    
    
    1,632Other assets
    
    
    71,208
    
    
    
    74,103Total
    
    $
    14,423,556
    
    
    $
    13,983,274LIABILITIES AND PARTNERS EQUITYCurrent liabilities
    
    $
    2,052,754
    
    
    $
    1,986,444Long-term debt
    
    
    5,448,685
    
    
    
    5,295,590Other long-term liabilities
    
    
    102,228
    
    
    
    99,845Minority interest
    
    
    438,683
    
    
    
    136,249Partners equity
    
    
    6,381,206
    
    
    
    6,465,146Total
    
    $
    14,423,556
    
    
    $
    13,983,274Total Operating Partnership debt obligations guaranteed by
Enterprise Products Partners
    
    $
    5,294,000
    
    
    $
    5,314,000
 38




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##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    2006Revenues
    
    $
    3,322,854
    
    
    $
    3,250,074Costs and expenses
    
    
    3,139,730
    
    
    
    3,058,646Equity in income of unconsolidated affiliates
    
    
    6,179
    
    
    
    4,029Operating income
    
    
    189,303
    
    
    
    195,457Other expense
    
    
    (61,964
    )
    
    
    (56,512
    )Income before provision for income taxes, minority interest
and cumulative effect of change in accounting principle
    
    
    127,339
    
    
    
    138,945Provision for income taxes
    
    
    (8,779
    )
    
    
    (2,892
    )Income before minority interest and cumulative effect of
change in accounting principle
    
    
    118,560
    
    
    
    136,053Minority interest
    
    
    (5,743
    )
    
    
    (2,199
    )Income before cumulative effect of change in
accounting principle
    
    
    112,817
    
    
    
    133,854Cumulative effect of change in accounting principle
    
    
    
    
    
    
    1,475Net income
    
    $
    112,817
    
    
    $
    135,329
 39




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 For the three months ended March 31, 2007 and 2006.
  
    
    Overview of Business.
    
    Results of Operations  Discusses material quarter-to-quarter variances in our
Unaudited Condensed Statements of Consolidated Operations.
    
    Liquidity and Capital Resources  Addresses available sources of liquidity and
analyzes cash flows.
    
    Critical Accounting Policies  Presents accounting policies that are among the most
significant to the portrayal of our financial condition and results of operations.
    
    Other Items  Includes information related to contractual obligations, off-balance
sheet arrangements, related party transactions, recent accounting pronouncements and
similar disclosures.
 This discussion contains various forward-looking statements and information that are based on
our beliefs and those of our general partner, as well as assumptions made by us and information
currently available to us. When used in this document, words such as anticipate, project,
expect, plan, goal, forecast, intend, could, believe, may and similar expressions
and statements regarding our plans and objectives for future operations, are intended to identify
forward-looking statements. Although we and our general partner believe that such expectations
reflected in such forward-looking statements are reasonable, neither we nor our general partner can
give any assurances that such expectations will prove to be correct. Such statements are subject
to a variety of risks, uncertainties and assumptions as described in more detail in Item 1A, Risk
Factors, included in our annual report on Form 10-K for 2006. If one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may
vary materially from those anticipated, estimated, projected or expected. You should not put undue
reliance on any forward-looking statements.
  / d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD
    
    = thousand barrels per dayMdth
    
    = thousand decathermsMMBbls
    
    = million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feetMcf
    
    = thousand cubic feetTBtu
    
    = trillion British thermal units
  40




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##### Table of Contents



Significant Relationships References in this Quarterly Report
            Overview of Business
 41
    Table of Contents     Basis of Presentation
   Recent Developments
  
    
    In March 2007, Enterprise Products Partners announced the successful installation
of its Independence Hub platform at its deepwater site in the Mississippi Canyon of
the eastern Gulf of Mexico. As a result of this event, the Independence Hub platform
has started earning demand revenues.
    
    In March 2007, Enterprise Products Partners announced the formation of a natural
gas services and marketing businesses similar to its existing NGL and petrochemical
marketing businesses. This new group will be the focal point for all of Enterprise
Products Partners existing natural gas supply and marketing activities, which
currently include producer wellhead services, facility fuel procurement, pipeline and
storage capacity optimization, and a full range of market customer delivery
arrangements. This initiative is expected to broaden Enterprise Products Partners
role in the natural gas markets by linking its extensive U.S. natural gas pipeline and
storage assets, thus providing its customers with value-added solutions and reducing
Enterprise Products Partners operating costs through enhanced fuel procurement
practices.
    
    In February 2007, Duncan Energy Partners, a consolidated subsidiary of Enterprise
Products Partners, completed an underwritten initial public offering of 14,950,000 of
its common units. Enterprise Products Partners formed Duncan Energy Partners as a
Delaware limited partnership to acquire ownership interests in certain of its
midstream energy businesses. For additional information regarding Duncan Energy
Partners, see Other Items  Initial Public Offering of Duncan Energy Partners
included within this Item 2.
 Capital Spending
 42
    Table of Contents         For the Three MonthsEnded March 31,2007
    
    2006Capital spending for business combinations:Additional ownership interest in Dixie Pipeline Company (Dixie) and other
    
    $
    312
    
    
    $
    Total
    
    
    312
    
    
    
    Capital spending for property, plant and equipment:Growth capital projects, net
    
    
    567,406
    
    
    
    279,994Sustaining capital projects
    
    
    7,484
    
    
    
    24,624Total
    
    
    574,890
    
    
    
    304,618Capital spending attributable to unconsolidated affiliates:Investments in and advances to unconsolidated affiliates
    
    
    (44,487
    )
    
    
    (53,148
    )Total
    
    
    (44,487
    )
    
    
    (53,148
    )Total capital spending
    
    $
    530,715
    
    
    $
    251,470
  43




---



##### Table of Contents



Pipeline Integrity Costs
   Results of Operations
 Parent Companys Results of Operations
  For the Three MonthsEnded March 31,2007
    
    2006Equity in income of unconsolidated affiliates
    
    $
    29,557
    
    
    $
    25,108Interest expense
    
    $
    2,556
    
    
    $
    2,066Net income
    
    $
    26,122
    
    
    $
    22,355
 44




---



##### Table of Contents



Equity Income
 Interest expense
 Our Consolidated Results of Operations
       45




---



##### 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)20061st Quarter
    
    $
    9.01
    
    
    $
    63.35
    
    
    $
    0.57
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    1.27
    
    
    $
    1.38
    
    
    $
    0.45
    
    
    $
    0.402nd Quarter
    
    $
    6.80
    
    
    $
    70.53
    
    
    $
    0.68
    
    
    $
    1.05
    
    
    $
    1.22
    
    
    $
    1.26
    
    
    $
    1.52
    
    
    $
    0.50
    
    
    $
    0.443rd Quarter
    
    $
    6.58
    
    
    $
    70.44
    
    
    $
    0.76
    
    
    $
    1.10
    
    
    $
    1.28
    
    
    $
    1.30
    
    
    $
    1.53
    
    
    $
    0.51
    
    
    $
    0.464th Quarter
    
    $
    6.56
    
    
    $
    60.03
    
    
    $
    0.62
    
    
    $
    0.95
    
    
    $
    1.11
    
    
    $
    1.12
    
    
    $
    1.31
    
    
    $
    0.44
    
    
    $
    0.352006 Averages
    
    $
    7.24
    
    
    $
    66.09
    
    
    $
    0.66
    
    
    $
    1.01
    
    
    $
    1.20
    
    
    $
    1.24
    
    
    $
    1.44
    
    
    $
    0.47
    
    
    $
    0.4120071st Quarter
    
    $
    6.77
    
    
    $
    58.02
    
    
    $
    0.59
    
    
    $
    0.97
    
    
    $
    1.13
    
    
    $
    1.22
    
    
    $
    1.37
    
    
    $
    0.45
    
    
    $
    0.40
 
 (1)
    
    Natural gas, NGL, polymer grade propylene and refinery grade propylene prices represent an average of various commercial index prices including Oil Price
Information Service (OPIS) and Chemical Market Associates, Inc. (CMAI). Natural gas price is representative of Henry-Hub I-FERC. NGL prices are
representative of Mont Belvieu Non-TET pricing. Refinery grade propylene represents an average of CMAI spot prices. Polymer-grade propylene represents
average CMAI contract pricing.(2)
    
    Crude oil price is representative of an index price for West Texas Intermediate. 46




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##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    2006NGL Pipelines & Services, net:NGL transportation volumes (MBPD)
    
    
    1,607
    
    
    
    1,443NGL fractionation volumes (MBPD)
    
    
    351
    
    
    
    255Equity NGL production (MBPD)
    
    
    70
    
    
    
    58Fee-based natural gas processing (MMcf/d)
    
    
    2,401
    
    
    
    1,807Onshore Natural Gas Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    6,086
    
    
    
    6,052Offshore Pipelines & Services, net:Natural gas transportation volumes (BBtus/d)
    
    
    1,384
    
    
    
    1,476Crude oil transportation volumes (MBPD)
    
    
    153
    
    
    
    113Platform gas processing (Mcf/d)
    
    
    162
    
    
    
    157Platform oil processing (MBPD)
    
    
    20
    
    
    
    7Petrochemical Services, net:Butane isomerization volumes (MBPD)
    
    
    95
    
    
    
    84Propylene fractionation volumes (MBPD)
    
    
    61
    
    
    
    52Octane additive production volumes (MBPD)
    
    
    7
    
    
    
    4Petrochemical transportation volumes (MBPD)
    
    
    102
    
    
    
    87Total, net:NGL, crude oil and petrochemical transportation volumes
(MBPD)
    
    
    1,862
    
    
    
    1,643Natural gas transportation volumes (BBtus/d)
    
    
    7,470
    
    
    
    7,528Equivalent transportation volumes (MBPD) (1)
    
    
    3,828
    
    
    
    3,624
 
 (1)
    
    Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs. Comparison of Results of Operations
  For the Three MonthsEnded March 31,2007
    
    2006Revenues
    
    $
    3,322,854
    
    
    $
    3,250,074Operating costs and expenses
    
    
    3,124,479
    
    
    
    3,046,863General and administrative costs
    
    
    17,614
    
    
    
    14,561Equity in income of unconsolidated affiliates
    
    
    6,179
    
    
    
    4,029Operating income
    
    
    186,940
    
    
    
    192,679Interest expense
    
    
    65,914
    
    
    
    60,143Minority interest expense
    
    
    88,066
    
    
    
    109,368Net income
    
    
    26,122
    
    
    
    22,355
  47




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##### Table of Contents



For the Three MonthsEnded March 31,2007
    
    2006Gross operating margin by segment:NGL Pipelines & Services
    
    $
    190,694
    
    
    $
    170,950Onshore Natural Gas Pipelines & Services
    
    
    76,515
    
    
    
    96,803Offshore Pipelines & Services
    
    
    19,707
    
    
    
    17,252Petrochemical Services
    
    
    37,583
    
    
    
    27,518Total segment gross operating margin
    
    $
    324,499
    
    
    $
    312,523
   For the Three MonthsEnded March 31,2007
    
    2006NGL Pipelines & Services:Sale of NGL products
    
    $
    2,191,624
    
    
    $
    2,192,016Percent of consolidated revenues
    
    
    66
    %
    
    
    67
    %Onshore Natural Gas Pipelines & Services:Sale of natural gas
    
    $
    361,031
    
    
    $
    367,544Percent of consolidated revenues
    
    
    11
    %
    
    
    11
    %Petrochemical Services:Sale of petrochemical products
    
    $
    387,752
    
    
    $
    343,350Percent of consolidated revenues
    
    
    12
    %
    
    
    11
    %
  Comparison of Three Months Ended March 31, 2007 with Three Months Ended March 31, 2006
   48




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##### Table of Contents



NGL Pipelines & Services
 49
    Table of Contents     Onshore Natural Gas Pipelines & Services
   Offshore Pipelines & Services
  50




---



##### Table of Contents



Petrochemical Services
  Significant Risks and Uncertainties  Weather-Related Risks
  Hurricane Ivan insurance claims .
  Hurricanes Katrina and Rita insurance claims .
 51




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##### Table of Contents



Liquidity and Capital Resources
 Parent Company Liquidity and Capital Resources
    Our Consolidated Liquidity and Capital Resources
     Registration Statements
 52
    Table of Contents  Credit Ratings of Operating Partnership
  53
    Table of Contents  Debt Obligations
  March 31,
    
    December 31,2007
    
    2006Parent Company debt obligation:$200 Million Credit Facility, due January 2009
    
    $
    154,000
    
    
    $
    155,000Operating Partnership senior debt obligations:Multi-Year Revolving Credit Facility, variable rate, due October 2011
    
    
    390,000
    
    
    
    410,000Pascagoula MBFC Loan, 8.70% fixed-rate, due March 2010
    
    
    54,000
    
    
    
    54,000Senior Notes B, 7.50% fixed-rate, due February 2011
    
    
    450,000
    
    
    
    450,000Senior Notes C, 6.375% fixed-rate, due February 2013
    
    
    350,000
    
    
    
    350,000Senior Notes D, 6.875% fixed-rate, due March 2033
    
    
    500,000
    
    
    
    500,000Senior Notes E, 4.00% fixed-rate, due October 2007 (1)
    
    
    500,000
    
    
    
    500,000Senior Notes F, 4.625% fixed-rate, due October 2009
    
    
    500,000
    
    
    
    500,000Senior Notes G, 5.60% fixed-rate, due October 2014
    
    
    650,000
    
    
    
    650,000Senior Notes H, 6.65% fixed-rate, due October 2034
    
    
    350,000
    
    
    
    350,000Senior Notes I, 5.00% fixed-rate, due March 2015
    
    
    250,000
    
    
    
    250,000Senior Notes J, 5.75% fixed-rate, due March 2035
    
    
    250,000
    
    
    
    250,000Senior Notes K, 4.950% fixed-rate, due June 2010
    
    
    500,000
    
    
    
    500,000Duncan Energy Partners debt obligation:$300 Million Revolving Credit Facility, variable rate, due February 2011
    
    
    169,000
    
    
    
    Dixie Revolving Credit Facility, variable rate, due June 2010
    
    
    10,000
    
    
    
    10,000Other, 8.75% fixed-rate, due June 2010 (2)
    
    
    5,068
    
    
    
    5,068Total principal amount of senior debt obligations
    
    
    5,082,068
    
    
    
    4,934,068Operating Partnership Junior Subordinated Notes A, due August 2066
    
    
    550,000
    
    
    
    550,000Total principal amount of senior and junior debt obligations
    
    
    5,632,068
    
    
    
    5,484,068Other, including unamortized discounts and premiums and changes in fair value (3)
    
    
    (29,383
    )
    
    
    (33,478
    )Long-term debt
    
    $
    5,602,685
    
    
    $
    5,450,590Standby letters of credit outstanding
    
    $
    36,758
    
    
    $
    49,858
 
 (1)
    
    In accordance with Statement of Financial Accounting Standards (SFAS) 6, Classification of Short-Term Obligations Expected to be Refinanced, long-term and current maturities
of debt reflects the classification of such obligations at March 31, 2007 and December 31, 2006. With respect to Senior Notes E due in October 2007, the Operating Partnership has
the ability to use available credit capacity under its Multi-Year Revolving Credit Facility to fund the repayment of this debt.(2)
    
    Represents remaining debt obligations assumed in connection with the GulfTerra Merger.(3)
    
    The March 31, 2007 amount includes $25.0 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums. The December 31, 2006 amount
includes $29.1 million related to fair value hedges and a net $4.4 million in unamortized discounts and premiums.  Duncan Energy Partners debt obligation .
 54
    Table of Contents  Debt obligations of unconsolidated affiliates .
 OurOwnershipInterest
    
    TotalCameron Highway
    
    
    50.0
    %
    
    $
    415,000Poseidon
    
    
    36.0
    %
    
    
    91,000Evangeline
    
    
    49.5
    %
    
    
    25,650Total
    
    
    
    
    
    $
    531,650
  Cash Flows from Operating, Investing and Financing Activities
  For the Three MonthsEnded March 31,2007
    
    2006Net cash flows provided by operating activities
    
    $
    417,688
    
    
    $
    492,327Net cash used in investing activities
    
    
    614,921
    
    
    
    348,645Net cash provided by (used in) financing activities
    
    
    234,380
    
    
    
    (149,391
    )
   55
    Table of Contents  Comparison of Three Months Ended March 31, 2007 with Three Months Ended March 31, 2006
 Operating activities
 
    
    Cash flows from operating activities are influenced by the timing of cash receipts and
disbursements. Our accounts receivable and accounts payable liquidity metrics for the
three months ended March 31, 2007 continue to evidence the strength of our underlying cash
flows and approximate our liquidity metrics for the year ended December 31, 2006.
However, metrics for the first quarter of 2007 were slightly weaker than those of the
first quarter of 2006, which were influenced by the timing of cash receipts and payments
following the initial stages of the GulfTerra Merger. Specifically, as to cash receipts,
the average collection period for accounts receivable for the three months ended March 31,
2007 was four days slower when compared to the same period in 2006, with the related
turnover rate decreasing 12% quarter-to-quarter. In addition, as to cash disbursements,
our payable turnover rate decreased 17% quarter-to-quarter. These timing-related factors
contributed to an approximate $60.4 million decrease in net cash receipts
quarter-to-quarter.
    
    Gross operating margin for the three months ended March 31, 2007 increased $12.0
million over that recorded for the three months ended March 31, 2006. The increase in
gross operating margin is discussed under Results of Operations within this Item 2.
    
    Net cash disbursements for interest and other expense items increased $17.1 million
quarter-to-quarter. On a weighted-average basis, average debt outstanding increased
approximately $0.7 billion quarter-over-quarter primarily due to our capital spending
program.
    
    Cash distributions from unconsolidated affiliates increased $8.7 million
quarter-to-quarter primarily due to higher distributions paid by Deepwater Gateway and
Poseidon. In general, distributions from our offshore projects were negatively affected
during the first quarter of 2006 due to the lingering effects of Hurricanes Katrina and
Rita on production volumes.
 Investing activities
 Financing activities
 
    
    Net borrowings under our consolidated debt agreements were $148 million during the
first quarter of 2007. Enterprise Products Partners made net repayments of $410 million
under its consolidated debt agreements during the first quarter of 2006 primarily due to
the application of $430 million in net proceeds from its March 2006 equity offering to
temporarily reduce amounts outstanding under the Multi-Year Revolving Credit Facility.
Our borrowing amounts during both quarterly periods were significantly influenced by our
capital spending program.
 56
    Table of Contents  
    
    Contributions from minority interest holders were $316.5 million during the first
quarter of 2007 compared to $443.5 million during the first quarter of 2006.
The first quarter of 2007 includes $291.9 million of proceeds
from Duncan Energy Partners initial public offering.
Contributions from minority interest holders primarily represent net cash proceeds
received by Enterprise Products Partners and/or Duncan Energy
Partners in connection with their respective equity offerings (other
than cash receipts indirectly contributed by the parent company) and cash contributions
from joint venture partners. Enterprise Products Partners issued 18,818,190 common units
to minority interest holders in the first quarter of 2006.
    
    Cash distributions to partners increased $6.2 million quarter-to-quarter due to an
increase in our quarterly cash distribution rates. Also, cash distributions paid to
minority interests increased $31.9 million quarter-to-quarter primarily due to an increase
in the number of common units outstanding and the quarterly cash distribution rates of
Enterprise Products Partners.
 Critical Accounting Policies
   Depreciation methods and estimated useful lives of property, plant and equipment
   Measuring recoverability of long-lived assets and equity method investments
   57
    Table of Contents  Amortization methods and estimated useful lives of qualifying intangible assets
   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
  58
    Table of Contents  Natural gas imbalances
   Other Items
 Initial Public Offering of Duncan Energy Partners
   
    
    Mont Belvieu Caverns, LLC (Mont Belvieu Caverns), a recently formed subsidiary, which
owns salt dome storage caverns located in Mont Belvieu, Texas that receive, store and
deliver NGLs and certain petrochemical products for industrial customers located along the
upper Texas Gulf Coast, which has the largest concentration of petrochemical plants and
refineries in the United States;
 59
    Table of Contents  
    
    Acadian Gas, LLC (Acadian Gas), which owns an onshore natural gas pipeline system
that gathers, transports, stores and markets natural gas in Louisiana. The Acadian Gas
system links natural gas supplies from onshore and offshore Gulf of Mexico developments
(including offshore pipelines, continental shelf and deepwater production) with local gas
distribution companies, electric generation plants and industrial customers, including
those in the Baton Rouge-New Orleans-Mississippi River corridor. A subsidiary of Acadian
Gas owns a 49.5% equity interest in Evangeline Gas Pipeline, L.P. (Evangeline);
    
    Sabine Propylene Pipeline L.P. (Sabine Propylene), which transports polymer-grade
propylene between Port Arthur, Texas and a pipeline interconnect located in Cameron
Parish, Louisiana;
    
    Enterprise Lou-Tex Propylene Pipeline L.P. (Lou-Tex Propylene), which transports
chemical-grade propylene from Sorrento, Louisiana to Mont Belvieu, Texas; and
    
    South Texas NGL Pipelines, LLC (South Texas NGL), a recently formed subsidiary, which
began transporting NGLs from Corpus Christi, Texas to Mont Belvieu, Texas in January 2007.
South Texas NGL owns the DEP South Texas NGL Pipeline System.
     
    
    It utilizes storage services provided by Mont Belvieu Caverns to support its Mont
Belvieu fractionation and other businesses;
    
    It buys natural gas from and sells natural gas to Acadian Gas in connection with its
normal business activities; and
    
    It is currently the sole shipper on the DEP South Texas NGL Pipeline System.
  Contractual Obligations
 60
    Table of Contents  Off-Balance Sheet Arrangements
   Summary of Related Party Transactions
  For the Three MonthsEnded March 31,2007
    
    2006Revenues from consolidated operations:EPCO and affiliates
    
    $
    8,542
    
    
    $
    5,632Unconsolidated affiliates
    
    
    55,700
    
    
    
    84,443Total
    
    $
    64,242
    
    
    $
    90,075Operating costs and expenses:EPCO and affiliates
    
    $
    78,673
    
    
    $
    94,957Unconsolidated affiliates
    
    
    5,273
    
    
    
    6,686Total
    
    $
    83,946
    
    
    $
    101,643General and administrative costs:EPCO and affiliates
    
    $
    13,113
    
    
    $
    11,198
     61
    Table of Contents  Non-GAAP reconciliations
  For the Three MonthsEnded March 31,2007
    
    2006Total non-GAAP segment gross operating margin
    
    $
    324,499
    
    
    $
    312,523Adjustments to reconcile total non-GAAP gross operating margin
to GAAP operating income:Depreciation, amortization and accretion in
operating costs and expenses
    
    
    (119,492
    )
    
    
    (104,816
    )Retained lease expense, net in operating costs and expenses
    
    
    (526
    )
    
    
    (528
    )Gain on sale of assets in operating costs and expenses
    
    
    73
    
    
    
    61General and administrative costs
    
    
    (17,614
    )
    
    
    (14,561
    )GAAP consolidated operating income
    
    
    186,940
    
    
    
    192,679Other net expense, primarily interest expense
    
    
    (63,964
    )
    
    
    (58,160
    )GAAP income before provision for income taxes, minority interest
and the cumulative effect of change in accounting principle
    
    $
    122,976
    
    
    $
    134,519
  Cumulative effect of change in accounting principle
  Recent Accounting Pronouncements
  
    
    SFAS 157, Fair Value Measurements, and
    
    SFAS 159, Fair Value Option for Financial Assets and Financial Liabilities 
Including an amendment of FASB Statement No. 115.
  62
    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 8.74%
    
    $50 millionSenior Notes C, 6.375% fixed rate, due Feb.
2013
    
    
    2
    
    
    Jan. 2004 to Feb. 2013
    
    Feb. 2013
    
    6.38% to 7.28%
    
    $200 millionSenior Notes G, 5.6% fixed rate, due Oct. 2014
    
    
    6
    
    
    4th Qtr. 2004 to Oct. 2014
    
    Oct. 2014
    
    5.60% to 6.33%
    
    $600 millionSenior Notes K, 4.95% fixed rate, due June 2010
    
    
    2
    
    
    Aug. 2005 to June 2010
    
    June 2010
    
    4.95% to 5.76%
    
    $200 million
 
 (1)
    
    The variable rate indicated is the all-in variable rate for the current settlement period.   Resulting
    
    Swap Fair Value atScenario
    
    Classification
    
    March 31, 2007
    
    April 25, 2007FV assuming no change in underlying interest rates
    
    Asset (Liability)
    
    $
    (24,991
    )
    
    $
    (25,202
    )FV assuming 10% increase in underlying interest rates
    
    Asset (Liability)
    
    
    (51,622
    )
    
    
    (52,036
    )FV assuming 10% decrease in underlying interest rates
    
    Asset (Liability)
    
    
    1,640
    
    
    
    1,631
 Cash flow hedges  Treasury locks
  63
    Table of Contents     Commodity Risk Hedging Program
     Commodity Financial InstrumentResulting
    
    Portfolio FVScenario
    
    Classification
    
    March 31, 2007
    
    April 30, 2007FV assuming no change in underlying commodity prices
    
    Asset (Liability)
    
    $
    241
    
    
    $
    (109
    )FV assuming 10% increase in underlying commodity prices
    
    Asset (Liability)
    
    
    171
    
    
    
    (1,912
    )FV assuming 10% decrease in underlying commodity prices
    
    Asset (Liability)
    
    
    311
    
    
    
    1,693
 Foreign Currency Hedging Program
  64
    Table of Contents  Item 4. Controls and Procedures .
     
 PART II. OTHER INFORMATION.
 
 Item 1. Legal Proceedings .
  
 Item 1A. Risk Factors .
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .
  
 Item 3. Defaults Upon Senior Securities .
  
 Item 4. Submission of Matters to a Vote of Security Holders .
  65
    Table of Contents  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).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
 66
    Table of Contents  ExhibitNumber
    
    Exhibit*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
    
    
    Second Amended and Restated Limited Liability Company
Agreement of EPE Holdings, LLC, dated as of February 13,
2006 (incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed February 16, 2006).3.3
    
    
    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
    
    
    Fourth Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
February 13, 2006 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed February
16, 2006).3.7
    
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).3.10
    
    
    Certificate of Limited Partnership of Duncan Energy
Partners L.P., a wholly owned subsidiary of Enterprise
Products Partners (incorporated by reference to Exhibit 3.1
to Duncan Energy Partners L.P. Form S-1 Registration
Statement, Reg. No. 333-138371, filed November 2, 2006).4.1
    
    
    Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and First Union National Bank,
as Trustee (incorporated by reference to Exhibit 4.1 to
Enterprise Products Partners Form 8-K filed March 10,
2000).4.2
    
    
    First Supplemental Indenture dated as of January 22, 2003,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Enterprise Products Partners Form S-4, Reg.
No. 333-102776, filed January 28, 2003).4.3
    
    
    Global Note representing $350 million principal amount of
6.375% Series B Senior Notes due 2013 with attached
Guarantee (incorporated by reference to Exhibit 4.4 to
Enterprise Products Partners Registration Statement on
Form S-4, Reg. No. 333-102776, filed January 28, 2003).4.4
    
    
    Second Supplemental Indenture dated as of February 14,
2003, among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Enterprise
Products Partners Form 10-K filed March 31, 2003).4.5
    
    
    Global Note representing $500 million principal amount of
6.875% Series B Senior Notes due 2033 with attached
Guarantee (incorporated by reference to Exhibit 4.8 to
Enterprise Products Partners Form 10-K filed March 31,
2003).4.6
    
    
    Global Notes representing $450 million principal amount of
7.50% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
January 25, 2001).4.7
    
    
    Specimen Unit certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to Enterprise GP Holdings
Form S-1 Registration Statement, Reg. No. 333-124320, filed
August 11, 2005).
 67
    Table of Contents  ExhibitNumber
    
    Exhibit*4.8
    
    
    Contribution Agreement dated September 17, 1999
(incorporated by reference to Exhibit B to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.9
    
    
    Registration Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit E to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.10
    
    
    Unitholder Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit C to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.11
    
    
    Amendment No. 1, dated September 12, 2003, to Unitholder
Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed September 15, 2003).4.12
    
    
    Agreement dated as of March 4, 2005 among Enterprise
Products Partners L.P., Shell US Gas & Power LLC and Kayne
Anderson MLP Investment Company (incorporated by reference
to Exhibit 4.31 to Enterprise Products Partners Form S-3
Registration Statement, Reg. No. 333-123150, filed March 4,
2005).4.13
    
    
    $750 Million Multi-Year Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citibank, N.A. and
JPMorgan Chase Bank, as Co-Syndication Agents, and Mizuho
Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia, as Co-Documentation Agents (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.14
    
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.13, above (incorporated by
reference to Exhibit 4.2 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.15
    
    
    First Amendment dated October 5, 2005, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 8-K filed
on October 7, 2005).4.16
    
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Book Runners (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.17
    
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.16, above (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.18
    
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.19
    
    
    First Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.20
    
    
    Second Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.21
    
    
    Third Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.4 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).
 68
    Table of Contents  ExhibitNumber
    
    Exhibit*4.22
    
    
    Fourth Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.5 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.23
    
    
    Global Note representing $500 million principal amount of
4.000% Series B Senior Notes due 2007 with attached
Guarantee (incorporated by reference to Exhibit 4.14 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.24
    
    
    Global Note representing $500 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.17 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.25
    
    
    Global Note representing $150 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.18 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.26
    
    
    Global Note representing $350 million principal amount of
6.650% Series B Senior Notes due 2034 with attached
Guarantee (incorporated by reference to Exhibit 4.19 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.27
    
    
    Global Note representing $500 million principal amount of
4.625% Series B Senior Notes due 2009 with attached
Guarantee (incorporated by reference to Exhibit 4.27 to
Enterprise Products Partners Form 10-K for the year ended
December 31, 2004 filed on March 15, 2005).4.28
    
    
    Fifth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.29
    
    
    Sixth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.30
    
    
    Global Note representing $250,000,000 principal amount of
5.00% Series B Senior Notes due 2015 with attached
Guarantee (incorporated by reference to Exhibit 4.31 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.31
    
    
    Global Note representing $250,000,000 principal amount of
5.75% Series B Senior Notes due 2035 with attached
Guarantee (incorporated by reference to Exhibit 4.32 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.32
    
    
    Registration Rights Agreement dated as of March 2, 2005,
among Enterprise Products Partners, L.P., Enterprise
Products Operating L.P. and the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 8-K filed on March 3,
2005).4.33
    
    
    Assumption Agreement dated as of September 30, 2004 between
Enterprise Products Partners L.P. and GulfTerra Energy
Partners, L.P. relating to the assumption by Enterprise of
GulfTerras obligations under the GulfTerra Series F2
Convertible Units (incorporated by reference to Exhibit 4.4
to Enterprise Products Partners Form 8-K/A-1 filed on
October 5, 2004).4.34
    
    
    Statement of Rights, Privileges and Limitations of Series F
Convertible Units, included as Annex A to Third Amendment
to the Second Amended and Restated Agreement of Limited
Partnership of GulfTerra Energy Partners, L.P., dated May
16, 2003 (incorporated by reference to Exhibit 3.B.3 to
Current Report on Form 8-K of GulfTerra Energy Partners,
L.P., file no. 001-11680, filed with the Commission on May
19, 2003).4.35
    
    
    Unitholder Agreement between GulfTerra Energy Partners,
L.P. and Fletcher International, Inc. dated May 16, 2003
(incorporated by reference to Exhibit 4.L to Current Report
on Form 8-K of GulfTerra Energy Partners, L.P., file no.
001-11680, filed with the Commission on May 19, 2003).4.36
    
    
    Indenture dated as of May 17, 2001 among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the
Subsidiary Guarantors named therein and the Chase Manhattan
Bank, as Trustee (filed as Exhibit 4.1 to GulfTerras
Registration Statement on Form S-4 filed June 25, 2001,
Registration Nos. 333-63800 through 333-63800-20); First
Supplemental Indenture dated as of April 18, 2002 (filed as
Exhibit 4.E.1 to GulfTerras 2002 First Quarter Form 10-Q);
Second Supplemental Indenture dated as of April 18, 2002
(filed as Exhibit 4.E.2 to GulfTerras 2002 First Quarter
Form 10-Q); Third Supplemental Indenture dated as of
October 10, 2002 (filed as Exhibit
 69
    Table of Contents  ExhibitNumber
    
    Exhibit*4.E.3 to GulfTerras
2002 Third Quarter Form 10-Q); Fourth Supplemental
Indenture dated as of November 27, 2002 (filed as Exhibit
4.E.1 to GulfTerras Current Report on Form 8-K dated March
19, 2003); Fifth Supplemental Indenture dated as of January
1, 2003 (filed as Exhibit 4.E.2 to GulfTerras Current
Report on Form 8-K dated March 19, 2003); Sixth
Supplemental Indenture dated as of June 20, 2003 (filed as
Exhibit 4.E.1 to GulfTerras 2003 Second Quarter Form 10-Q,
file no. 001-11680).4.37
    
    
    Seventh Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.E.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.38
    
    
    Indenture dated as of November 27, 2002 by and among
GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee (filed as Exhibit 4.1 to
GulfTerras Current Report of Form 8-K dated December 11,
2002); First Supplemental Indenture dated as of January 1,
2003 (filed as Exhibit 4.1.1 to GulfTerras Current Report
on Form 8-K dated March 19, 2003); Second Supplemental
Indenture dated as of June 20, 2003 (filed as Exhibit 4.1.1
to GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.39
    
    
    Third Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.1.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.40
    
    
    Indenture dated as of March 24, 2003 by and among GulfTerra
Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee dated as of March 24, 2003
(filed as Exhibit 4.K to GulfTerras Quarterly Report on
Form 10-Q dated May 15, 2003); First Supplemental Indenture
dated as of June 30, 2003 (filed as Exhibit 4.K.1 to
GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.41
    
    
    Second Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.K.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.42
    
    
    Amended and Restated Credit Agreement dated as of June 29,
2005, among Cameron Highway Oil Pipeline Company, the
Lenders party thereto, and SunTrust Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on July 1, 2005).4.43
    
    
    Seventh Supplemental Indenture dated as of June 1, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.46 to Enterprise Products
Partners Form 10-Q filed November 4, 2005).4.44
    
    
    Global Note representing $500,000,000 principal amount of
4.95% Senior Notes due 2010 with attached Guarantee
(incorporated by reference to Exhibit 4.47 to Enterprise
Products Partners Form 10-Q filed November 4, 2005).4.45
    
    
    Note Purchase Agreement dated as of December 15, 2005 among
Cameron Highway Oil Pipeline Company and the Note
Purchasers listed therein (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
December 21, 2005.)4.46
    
    
    Credit Agreement, dated as of August 29, 2005, by and among
Enterprise GP Holdings L.P., the lenders party thereto,
Lehman Commercial Paper Inc., as Co-Administrative Agent,
Citicorp North America, Inc., as Co-Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent, and SunTrust
Bank, as Documentation Agent (incorporated by reference to
Exhibit 4.1 to Enterprise GP Holdings Form 8-K filed
September 1, 2005).4.47
    
    
    Amended and Restated Credit Agreement dated January 11,
2005 among Enterprise GP Holdings L.P., as the Borrower,
Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent,
Citibank N.A., as Issuing Bank, and the various other
lenders party thereto (incorporated by reference to Exhibit
4.1 to Enterprise GP Holdings Form 8-K filed January 13,
2006).4.48
    
    
    Second Amendment dated June 22,2006, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.6 to Form 10-Q filed August 8, 2006).4.49
    
    
    Third Amendment dated January 5, 2007, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia
 70
    Table of Contents  ExhibitNumber
    
    Exhibit*Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD, SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.47 to Form 10-K filed February 28, 2007 by
Enterprise Products Partners).4.50
    
    
    Eighth Supplemental Indenture dated as of July 18, 2006 to
Indenture dated October 4, 2004 among Enterprise Products
Operating L.P., as issuer, Enterprise Products Partners
L.P., as parent guarantor, and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to
exhibit 4.2 to Form 8-K filed July 19, 2006).4.51
    
    
    Form of Junior Note, including Guarantee (incorporated by
reference to Exhibit 4.3 to Form 8-K file July 19, 2006).4.52
    
    
    Purchase Agreement, dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P. as Guarantor, and Enterprise Products Partners
L.P., as buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006).4.53
    
    
    Purchase Agreement dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P., as Guarantor, and Enterprise Products Partners
L.P., as Buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006 by Enterprise Products
Partners L.P.).10.1
    
    
    Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products
Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP
Holdings, LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC,
DEP Operating Partnership L.P., TEPPCO Partners, L.P.,
Texas Eastern Products Pipeline Company, LLC, TE Products
Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated
January 30, 2007, but effective as of February 5, 2007
(incorporated by reference to Exhibit 10 to Form 8-K filed
February 5, 2007 by Duncan Energy Partners).10.2
    
    
    Amendment No. 1 to the Fourth Amended and Restated
Administrative Services Agreement dated February 28, 2007
(incorporated by reference to Exhibit 10.8 to Form 10-K
filed February 28, 2007 by Enterprise Products Partners).10.3
    
    
    Omnibus Agreement, dated as of February 5, 2007 by and
among Enterprise Products Operating L.P., DEP Holdings,
LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP
Operating Partnership, L.P., Enterprise Lou-Tex Propylene
Pipeline L.P., Sabine Propylene Pipeline L.P., Acadian Gas,
LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines,
LLC (incorporated by reference to Exhibit 10.19 to Form 8-K
filed February 5, 2007 by Duncan Energy Partners).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 March 31,
2007 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 March 31,
2007 quarterly report on Form 10-Q.32.1#
    
    
    Section 1350 certification of Michael A. Creel for the
March 31, 2007 quarterly report on Form 10-Q.32.2#
    
    
    Section 1350 certification of W. Randall Fowler for the
March 31, 2007 quarterly report on Form 10-Q.
 
 *
    
    With respect to exhibits incorporated by reference to Exchange Act filings, the Commission
file numbers for Enterprise GP Holdings L.P. and Enterprise Products Partners L.P. are 1-32610
and 1-14323, respectively.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report. 71
    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, Controller
and Principal Accounting Officer
of the General Partner 72
    Table of Contents  Index to Exhibits
 Exhibit Number
    
    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).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
    Table of Contents  Exhibit Number
    
    Exhibit*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
    
    
    Second Amended and Restated Limited Liability Company
Agreement of EPE Holdings, LLC, dated as of February 13,
2006 (incorporated by reference to Exhibit 3.1 to
Enterprise GP Holdings Form 8-K filed February 16, 2006).3.3
    
    
    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
    
    
    Fourth Amended and Restated Limited Liability Company
Agreement of Enterprise Products GP, LLC, dated as of
February 13, 2006 (incorporated by reference to Exhibit 3.1
to Enterprise Products Partners Form 8-K filed February
16, 2006).3.7
    
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Products Operating L.P. dated as of July 31,
1998 (restated to include all agreements through December
10, 2003)(incorporated by reference to Exhibit 3.1 to
Enterprise Products Partners Form 8-K filed July 1, 2005).3.8
    
    
    Certificate of Incorporation of Enterprise Products OLPGP,
Inc., dated December 3, 2003 (incorporated by reference to
Exhibit 3.5 to Enterprise Products Partners Form S-4
Registration Statement, Reg. No. 333-121665, filed December
27, 2004).3.9
    
    
    Bylaws of Enterprise Products OLPGP, Inc., dated December
8, 2003 (incorporated by reference to Exhibit 3.6 to
Enterprise Products Partners Form S-4 Registration
Statement, Reg. No. 333-121665, filed December 27, 2004).3.10
    
    
    Certificate of Limited Partnership of Duncan Energy
Partners L.P., a wholly owned subsidiary of Enterprise
Products Partners (incorporated by reference to Exhibit 3.1
to Duncan Energy Partners L.P. Form S-1 Registration
Statement, Reg. No. 333-138371, filed November 2, 2006).4.1
    
    
    Indenture dated as of March 15, 2000, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and First Union National Bank,
as Trustee (incorporated by reference to Exhibit 4.1 to
Enterprise Products Partners Form 8-K filed March 10,
2000).4.2
    
    
    First Supplemental Indenture dated as of January 22, 2003,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to Registration
Statement on Enterprise Products Partners Form S-4, Reg.
No. 333-102776, filed January 28, 2003).4.3
    
    
    Global Note representing $350 million principal amount of
6.375% Series B Senior Notes due 2013 with attached
Guarantee (incorporated by reference to Exhibit 4.4 to
Enterprise Products Partners Registration Statement on
Form S-4, Reg. No. 333-102776, filed January 28, 2003).4.4
    
    
    Second Supplemental Indenture dated as of February 14,
2003, among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and
Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to Enterprise
Products Partners Form 10-K filed March 31, 2003).4.5
    
    
    Global Note representing $500 million principal amount of
6.875% Series B Senior Notes due 2033 with attached
Guarantee (incorporated by reference to Exhibit 4.8 to
Enterprise Products Partners Form 10-K filed March 31,
2003).4.6
    
    
    Global Notes representing $450 million principal amount of
7.50% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
January 25, 2001).4.7
    
    
    Specimen Unit certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to Enterprise GP Holdings
Form S-1 Registration Statement, Reg. No. 333-124320, filed
August 11, 2005).
    Table of Contents  Exhibit Number
    
    Exhibit*4.8
    
    
    Contribution Agreement dated September 17, 1999
(incorporated by reference to Exhibit B to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.9
    
    
    Registration Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit E to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.10
    
    
    Unitholder Rights Agreement dated September 17, 1999
(incorporated by reference to Exhibit C to Schedule 13D
filed September 27, 1999 by Tejas Energy, LLC).4.11
    
    
    Amendment No. 1, dated September 12, 2003, to Unitholder
Rights Agreement dated September 17, 1999 (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed September 15, 2003).4.12
    
    
    Agreement dated as of March 4, 2005 among Enterprise
Products Partners L.P., Shell US Gas & Power LLC and Kayne
Anderson MLP Investment Company (incorporated by reference
to Exhibit 4.31 to Enterprise Products Partners Form S-3
Registration Statement, Reg. No. 333-123150, filed March 4,
2005).4.13
    
    
    $750 Million Multi-Year Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citibank, N.A. and
JPMorgan Chase Bank, as Co-Syndication Agents, and Mizuho
Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia, as Co-Documentation Agents (incorporated by
reference to Exhibit 4.1 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.14
    
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.13, above (incorporated by
reference to Exhibit 4.2 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.15
    
    
    First Amendment dated October 5, 2005, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004,
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as CO-Syndication Agents, and Mizuho Corporate Bank,
Ltd., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.3 to Enterprise Products Partners Form 8-K filed
on October 7, 2005).4.16
    
    
    $2.25 Billion 364-Day Revolving Credit Agreement dated as
of August 25, 2004, among Enterprise Products Operating
L.P., the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as
Co-Syndication Agents, JPMorgan Chase Bank, UBS Loan
Finance LLC and Morgan Stanley Senior Funding, Inc., as
Co-Documentation Agents, Wachovia Capital Markets, LLC,
Citigroup Global Markets Inc. and Lehman Brothers Inc., as
Joint Lead Arrangers and Joint Book Runners (incorporatedby reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on August 30, 2004).4.17
    
    
    Guaranty Agreement dated as of August 25, 2004, by
Enterprise Products Partners L.P. in favor of Wachovia
Bank, National Association, as Administrative Agent for the
several lenders that are or become parties to the Credit
Agreement included as Exhibit 4.16, above (incorporated by
reference to Exhibit 4.4 to Enterprise Products Partners
Form 8-K filed on August 30, 2004).4.18
    
    
    Indenture dated as of October 4, 2004, among Enterprise
Products Operating L.P., as Issuer, Enterprise Products
Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on October 6, 2004).4.19
    
    
    First Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.20
    
    
    Second Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.21
    
    
    Third Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.4 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).
    Table of Contents  Exhibit Number
    
    Exhibit*4.22
    
    
    Fourth Supplemental Indenture dated as of October 4, 2004,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.5 to Enterprise Products
Partners Form 8-K filed on October 6, 2004).4.23
    
    
    Global Note representing $500 million principal amount of
4.000% Series B Senior Notes due 2007 with attached
Guarantee (incorporated by reference to Exhibit 4.14 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.24
    
    
    Global Note representing $500 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.17 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.25
    
    
    Global Note representing $150 million principal amount of
5.600% Series B Senior Notes due 2014 with attached
Guarantee (incorporated by reference to Exhibit 4.18 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.26
    
    
    Global Note representing $350 million principal amount of
6.650% Series B Senior Notes due 2034 with attached
Guarantee (incorporated by reference to Exhibit 4.19 to
Enterprise Products Partners Form S-3 Registration
Statement Reg. No. 333-123150 filed on March 4, 2005).4.27
    
    
    Global Note representing $500 million principal amount of
4.625% Series B Senior Notes due 2009 with attached
Guarantee (incorporated by reference to Exhibit 4.27 to
Enterprise Products Partners Form 10-K for the year ended
December 31, 2004 filed on March 15, 2005).4.28
    
    
    Fifth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.29
    
    
    Sixth Supplemental Indenture dated as of March 2, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.3 to Enterprise Products
Partners Form 8-K filed on March 3, 2005).4.30
    
    
    Global Note representing $250,000,000 principal amount of
5.00% Series B Senior Notes due 2015 with attached
Guarantee (incorporated by reference to Exhibit 4.31 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.31
    
    
    Global Note representing $250,000,000 principal amount of
5.75% Series B Senior Notes due 2035 with attached
Guarantee (incorporated by reference to Exhibit 4.32 to
Enterprise Products Partners Form 10-Q filed on November
4, 2005).4.32
    
    
    Registration Rights Agreement dated as of March 2, 2005,
among Enterprise Products Partners, L.P., Enterprise
Products Operating L.P. and the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 to
Enterprise Products Partners Form 8-K filed on March 3,
2005).4.33
    
    
    Assumption Agreement dated as of September 30, 2004 between
Enterprise Products Partners L.P. and GulfTerra Energy
Partners, L.P. relating to the assumption by Enterprise of
GulfTerras obligations under the GulfTerra Series F2
Convertible Units (incorporated by reference to Exhibit 4.4
to Enterprise Products Partners Form 8-K/A-1 filed on
October 5, 2004).4.34
    
    
    Statement of Rights, Privileges and Limitations of Series F
Convertible Units, included as Annex A to Third Amendment
to the Second Amended and Restated Agreement of Limited
Partnership of GulfTerra Energy Partners, L.P., dated May
16, 2003 (incorporated by reference to Exhibit 3.B.3 to
Current Report on Form 8-K of GulfTerra Energy Partners,
L.P., file no. 001-11680, filed with the Commission on May
19, 2003).4.35
    
    
    Unitholder Agreement between GulfTerra Energy Partners,
L.P. and Fletcher International, Inc. dated May 16, 2003
(incorporated by reference to Exhibit 4.L to Current Report
on Form 8-K of GulfTerra Energy Partners, L.P., file no.
001-11680, filed with the Commission on May 19, 2003).4.36
    
    
    Indenture dated as of May 17, 2001 among GulfTerra Energy
Partners, L.P., GulfTerra Energy Finance Corporation, the
Subsidiary Guarantors named therein and the Chase Manhattan
Bank, as Trustee (filed as Exhibit 4.1 to GulfTerras
Registration Statement on Form S-4 filed June 25, 2001,
Registration Nos. 333-63800 through 333-63800-20); First
Supplemental Indenture dated as of April 18, 2002 (filed as
Exhibit 4.E.1 to GulfTerras 2002 First Quarter Form 10-Q);
Second Supplemental Indenture dated as of April 18, 2002
(filed as Exhibit 4.E.2 to GulfTerras 2002 First Quarter
Form 10-Q); Third Supplemental Indenture dated as of
October 10, 2002 (filed as Exhibit
    Table of Contents  Exhibit Number
    
    Exhibit*4.E.3 to GulfTerras
2002 Third Quarter Form 10-Q); Fourth Supplemental
Indenture dated as of November 27, 2002 (filed as Exhibit
4.E.1 to GulfTerras Current Report on Form 8-K dated March
19, 2003); Fifth Supplemental Indenture dated as of January
1, 2003 (filed as Exhibit 4.E.2 to GulfTerras Current
Report on Form 8-K dated March 19, 2003); Sixth
Supplemental Indenture dated as of June 20, 2003 (filed as
Exhibit 4.E.1 to GulfTerras 2003 Second Quarter Form 10-Q,
file no. 001-11680).4.37
    
    
    Seventh Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.E.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.38
    
    
    Indenture dated as of November 27, 2002 by and among
GulfTerra Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee (filed as Exhibit 4.1 to
GulfTerras Current Report of Form 8-K dated December 11,
2002); First Supplemental Indenture dated as of January 1,
2003 (filed as Exhibit 4.1.1 to GulfTerras Current Report
on Form 8-K dated March 19, 2003); Second Supplemental
Indenture dated as of June 20, 2003 (filed as Exhibit 4.1.1
to GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.39
    
    
    Third Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.1.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.40
    
    
    Indenture dated as of March 24, 2003 by and among GulfTerra
Energy Partners, L.P., GulfTerra Energy Finance
Corporation, the Subsidiary Guarantors named therein and
JPMorgan Chase Bank, as Trustee dated as of March 24, 2003
(filed as Exhibit 4.K to GulfTerras Quarterly Report on
Form 10-Q dated May 15, 2003); First Supplemental Indenture
dated as of June 30, 2003 (filed as Exhibit 4.K.1 to
GulfTerras 2003 Second Quarter Form 10-Q, file no.
001-11680).4.41
    
    
    Second Supplemental Indenture dated as of August 17, 2004
(filed as Exhibit 4.K.1 to GulfTerras Current Report on
Form 8-K filed on August 19, 2004, file no. 001-11680).4.42
    
    
    Amended and Restated Credit Agreement dated as of June 29,
2005, among Cameron Highway Oil Pipeline Company, the
Lenders party thereto, and SunTrust Bank, as Administrative
Agent and Collateral Agent (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
on July 1, 2005).4.43
    
    
    Seventh Supplemental Indenture dated as of June 1, 2005,
among Enterprise Products Operating L.P., as Issuer,
Enterprise Products Partners L.P., as Guarantor, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.46 to Enterprise Products
Partners Form 10-Q filed November 4, 2005).4.44
    
    
    Global Note representing $500,000,000 principal amount of
4.95% Senior Notes due 2010 with attached Guarantee
(incorporated by reference to Exhibit 4.47 to Enterprise
Products Partners Form 10-Q filed November 4, 2005).4.45
    
    
    Note Purchase Agreement dated as of December 15, 2005 among
Cameron Highway Oil Pipeline Company and the Note
Purchasers listed therein (incorporated by reference to
Exhibit 4.1 to Enterprise Products Partners Form 8-K filed
December 21, 2005.)4.46
    
    
    Credit Agreement, dated as of August 29, 2005, by and among
Enterprise GP Holdings L.P., the lenders party thereto,
Lehman Commercial Paper Inc., as Co-Administrative Agent,
Citicorp North America, Inc., as Co-Administrative Agent,
The Bank of Nova Scotia, as Syndication Agent, and SunTrust
Bank, as Documentation Agent (incorporated by reference to
Exhibit 4.1 to Enterprise GP Holdings Form 8-K filed
September 1, 2005).4.47
    
    
    Amended and Restated Credit Agreement dated January 11,
2005 among Enterprise GP Holdings L.P., as the Borrower,
Citicorp North America, Inc., as Administrative Agent,
Lehman Commercial Paper Inc., as Syndication Agent,
Citibank N.A., as Issuing Bank, and the various other
lenders party thereto (incorporated by reference to Exhibit
4.1 to Enterprise GP Holdings Form 8-K filed January 13,
2006).4.48
    
    
    Second Amendment dated June 22,2006, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD., SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.6 to Form 10-Q filed August 8, 2006).4.49
    
    
    Third Amendment dated January 5, 2007, to Multi-Year
Revolving Credit Agreement dated as of August 25, 2004
among Enterprise Products Operating L.P., the Lenders party
thereto, Wachovia
    Table of Contents  Exhibit Number
    
    Exhibit*Bank, National Association, as
Administrative Agent, Citibank, N.A. and JPMorgan Chase
Bank, as Co-Syndication Agents and Mizuho Corporate Bank,
LTD, SunTrust Bank and The Bank of Nova Scotia, as
Co-Documentation Agents (incorporated by reference to
Exhibit 4.47 to Form 10-K filed February 28, 2007 by
Enterprise Products Partners).4.50
    
    
    Eighth Supplemental Indenture dated as of July 18, 2006 to
Indenture dated October 4, 2004 among Enterprise Products
Operating L.P., as issuer, Enterprise Products Partners
L.P., as parent guarantor, and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to
exhibit 4.2 to Form 8-K filed July 19, 2006).4.51
    
    
    Form of Junior Note, including Guarantee (incorporated by
reference to Exhibit 4.3 to Form 8-K file July 19, 2006).4.52
    
    
    Purchase Agreement, dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P. as Guarantor, and Enterprise Products Partners
L.P., as buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006).4.53
    
    
    Purchase Agreement dated as of July 12, 2006 between
Cerrito Gathering Company, Ltd., Cerrito Gas Marketing,
Ltd., Encinal Gathering, Ltd., as Sellers, Lewis Energy
Group, L.P., as Guarantor, and Enterprise Products Partners
L.P., as Buyer (incorporated by reference to Exhibit 4.6 to
Form 10-Q filed August 8, 2006 by Enterprise Products
Partners L.P.).10.1
    
    
    Fourth Amended and Restated Administrative Services
Agreement by and among EPCO, Inc., Enterprise Products
Partners L.P., Enterprise Products Operating L.P.,
Enterprise Products GP, LLC, Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., EPE Holdings, LLC, DEP
Holdings, LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC,
DEP Operating Partnership L.P., TEPPCO Partners, L.P.,
Texas Eastern Products Pipeline Company, LLC, TE Products
Pipeline Company, Limited Partnership, TEPPCO Midstream
Companies, L.P., TCTM, L.P. and TEPPCO GP, Inc. dated
January 30, 2007, but effective as of February 5, 2007
(incorporated by reference to Exhibit 10 to Form 8-K filed
February 5, 2007 by Duncan Energy Partners).10.2
    
    
    Amendment No. 1 to the Fourth Amended and Restated
Administrative Services Agreement dated February 28, 2007
(incorporated by reference to Exhibit 10.8 to Form 10-K
filed February 28, 2007 by Enterprise Products Partners).10.3
    
    
    Omnibus Agreement, dated as of February 5, 2007 by and
among Enterprise Products Operating L.P., DEP Holdings,
LLC, Duncan Energy Partners L.P., DEP OLPGP, LLC, DEP
Operating Partnership, L.P., Enterprise Lou-Tex Propylene
Pipeline L.P., Sabine Propylene Pipeline L.P., Acadian Gas,
LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines,
LLC (incorporated by reference to Exhibit 10.19 to Form 8-K
filed February 5, 2007 by Duncan Energy Partners).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 March 31,
2007 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 March 31,
2007 quarterly report on Form 10-Q.32.1#
    
    
    Section 1350 certification of Michael A. Creel for the
March 31, 2007 quarterly report on Form 10-Q.32.2#
    
    
    Section 1350 certification of W. Randall Fowler for the
March 31, 2007 quarterly report on Form 10-Q.
 
 *
    
    With respect to exhibits incorporated by reference to Exchange Act filings, the Commission
file numbers for Enterprise GP Holdings L.P. and Enterprise Products Partners L.P. are 1-32610
and 1-14323, respectively.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report.