##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission File No. 1-13603
 
 TE Products Pipeline Company, LLC
 (Exact name of Registrant as specified in its charter)
 Texas
(State of Other Jurisdiction of 
Incorporation or Organization)
    
    26-0431046
(I.R.S. Employer Identification Number)
 1100 Louisiana Street, Suite 1600
Houston, Texas 77002
(Address of principal executive offices, including zip code)
 (713) 381-3636
(Registrants telephone number, including area code)
 þ o
  o o þ
 o þ




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##### 



TE PRODUCTS PIPELINE COMPANY, LLC
 TABLE OF CONTENTS
 Page No.PART I. FINANCIAL INFORMATIONItem 1.Financial StatementsUnaudited Condensed Consolidated Balance Sheets
    
    
    1Unaudited Condensed Statements of Consolidated Income
    
    
    2Unaudited Condensed Statements of Consolidated Cash Flows
    
    
    3Unaudited Condensed Statements of Consolidated Members Equity/Partners Capital
    
    
    4Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    5Note 1. Company Organization and Basis of Presentation
    
    
    5Note 2. General Accounting Policies and Related Matters
    
    
    6Note 3. Accounting for Unit-Based Awards
    
    
    8Note 4. Employee Benefit Plans
    
    
    12Note 5. Financial Instruments  Interest Rate Swap
    
    
    12Note 6. Inventories
    
    
    13Note 7. Property, Plant and Equipment
    
    
    13Note 8. Investments in Unconsolidated Affiliates
    
    
    14Note 9. Acquisitions and Dispositions
    
    
    16Note 10. Intangible Assets and Goodwill
    
    
    17Note 11. Debt Obligations
    
    
    18Note 12. Members Equity and Distributions
    
    
    21Note 13. Related Party Transactions
    
    
    22Note 14. Commitments and Contingencies
    
    
    25Note 15. Supplemental Cash Flow Information
    
    
    30Note 16. Subsequent Event
    
    
    30Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    31Cautionary Note Regarding Forward-Looking Statements
    
    
    32Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    43Item 4.Controls and Procedures
    
    
    44PART II. OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    44Item 1A.Risk Factors
    
    
    44Item 6.Exhibits
    
    
    44Signatures
    
    
    47Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  i




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TE PRODUCTS PIPELINE COMPANY, LLC
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    236
    
    
    $
    Accounts receivable, trade (net of allowance for doubtful accounts of
$0 and $0)
    
    
    20,195
    
    
    
    26,771Accounts receivable, related parties
    
    
    40,960
    
    
    
    56,579Inventories
    
    
    32,688
    
    
    
    12,729Other
    
    
    9,928
    
    
    
    7,318Total current assets
    
    
    104,007
    
    
    
    103,397Property, plant and equipment, at cost(net of accumulated
depreciation of $403,822 and $377,733)
    
    
    938,880
    
    
    
    860,617Equity investments
    
    
    80,776
    
    
    
    148,316Goodwill and other intangible assets
    
    
    5,937
    
    
    
    3,927Other assets
    
    
    37,385
    
    
    
    21,813Total assets
    
    $
    1,166,985
    
    
    $
    1,138,070LIABILITIES AND MEMBERS EQUITY/PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    19,237
    
    
    $
    8,984Accounts payable, related parties
    
    
    13,772
    
    
    
    6,679Accrued interest
    
    
    3,344
    
    
    
    16,509Other accrued taxes
    
    
    7,178
    
    
    
    5,355Other
    
    
    6,701
    
    
    
    12,057Total current liabilities
    
    
    50,232
    
    
    
    49,584Long-term debt:Senior notes
    
    
    388,757
    
    
    
    387,339Note payable, Parent Partnership
    
    
    228,740
    
    
    
    240,845Total long-term debt
    
    
    617,497
    
    
    
    628,184Other liabilities and deferred credits
    
    
    22,733
    
    
    
    16,402Commitments and contingenciesMembers equity/Partners capital:General partners interest
    
    
    
    
    
    
    4Limited partners interest
    
    
    
    
    
    
    443,896Members equity
    
    
    476,523
    
    
    
    Total members equity/partners capital
    
    
    476,523
    
    
    
    443,900Total liabilities and members equity/partners capital
    
    $
    1,166,985
    
    
    $
    1,138,070
  1




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED INCOME
 (Dollars in thousands)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating revenues:Sales of petroleum products
    
    $
    5,600
    
    
    $
    
    
    
    $
    24,379
    
    
    $
    Transportation  Refined products
    
    
    48,123
    
    
    
    42,067
    
    
    
    126,976
    
    
    
    113,309Transportation  LPGs
    
    
    16,735
    
    
    
    16,877
    
    
    
    69,535
    
    
    
    59,652Other
    
    
    12,837
    
    
    
    12,282
    
    
    
    38,702
    
    
    
    39,461Total operating revenues
    
    
    83,295
    
    
    
    71,226
    
    
    
    259,592
    
    
    
    212,422Costs and expenses:Purchases of petroleum products
    
    
    5,465
    
    
    
    
    
    
    
    24,170
    
    
    
    Operating expenses
    
    
    25,090
    
    
    
    27,676
    
    
    
    70,781
    
    
    
    77,169Operating fuel and power
    
    
    9,406
    
    
    
    10,523
    
    
    
    29,162
    
    
    
    28,066General and administrative
    
    
    3,951
    
    
    
    3,455
    
    
    
    12,269
    
    
    
    13,250Depreciation and amortization
    
    
    10,994
    
    
    
    10,446
    
    
    
    33,322
    
    
    
    30,340Taxes  other than income taxes
    
    
    2,583
    
    
    
    256
    
    
    
    8,441
    
    
    
    5,965Gains on sales of assets
    
    
    (2
    )
    
    
    (14
    )
    
    
    (18,653
    )
    
    
    (39
    )Total costs and expenses
    
    
    57,487
    
    
    
    52,342
    
    
    
    159,492
    
    
    
    154,751Operating income
    
    
    25,808
    
    
    
    18,884
    
    
    
    100,100
    
    
    
    57,671Other income (expense):Interest expense  net
    
    
    (8,794
    )
    
    
    (8,096
    )
    
    
    (24,881
    )
    
    
    (24,385
    )Gain on sale of ownership interest in Mont
Belvieu Storage Partners, L.P.
    
    
    (20
    )
    
    
    
    
    
    
    59,628
    
    
    
    Equity losses
    
    
    (3,064
    )
    
    
    (2,949
    )
    
    
    (8,430
    )
    
    
    (6,581
    )Interest income
    
    
    231
    
    
    
    258
    
    
    
    662
    
    
    
    799Other income  net
    
    
    303
    
    
    
    31
    
    
    
    1,062
    
    
    
    433Income before provision for income taxes
    
    
    14,464
    
    
    
    8,128
    
    
    
    128,141
    
    
    
    27,937Provision for income taxes
    
    
    91
    
    
    
    
    
    
    
    189
    
    
    
    Net income
    
    $
    14,373
    
    
    $
    8,128
    
    
    $
    127,952
    
    
    $
    27,937
  2




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TE PRODUCTS PIPELINE COMPANY, LLC
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For the Nine Months EndedSeptember 30,2007
    
    
    2006Operating activities:Net income
    
    $
    127,952
    
    
    $
    27,937Adjustments to reconcile net income to cash provided by
operating activities:Depreciation and amortization
    
    
    33,322
    
    
    
    30,340Losses in equity investments
    
    
    8,430
    
    
    
    6,581Distributions from equity investments
    
    
    10,445
    
    
    
    11,228Gains on sales of assets
    
    
    (18,653
    )
    
    
    (39
    )Gain on sale of ownership interest in Mont Belvieu Storage
Partners, L.P.
    
    
    (59,628
    )
    
    
    Non-cash portion of interest expense
    
    
    274
    
    
    
    391Net effect of changes in operating accounts
    
    
    (14,986
    )
    
    
    (28,100
    )Net cash provided by operating activities
    
    
    87,156
    
    
    
    48,338Investing activities:Proceeds from sales of assets
    
    
    26,541
    
    
    
    Proceeds from sale of ownership interest
    
    
    137,326
    
    
    
    Investment in Mont Belvieu Storage Partners, L.P.
    
    
    
    
    
    
    (4,168
    )Purchase of assets
    
    
    (6,016
    )
    
    
    (10,975
    )Investment in Centennial Pipeline LLC
    
    
    (11,081
    )
    
    
    (2,500
    )Cash paid for linefill on assets owned
    
    
    (14,432
    )
    
    
    (4,269
    )Capital expenditures
    
    
    (108,438
    )
    
    
    (47,003
    )Capitalized costs incurred to develop identifiable intangible assets
    
    
    (2,500
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    21,400
    
    
    
    (68,915
    )Financing activities:Proceeds from note payable, Parent Partnership
    
    
    634,225
    
    
    
    45,203Repayments of note payable, Parent Partnership
    
    
    (645,981
    )
    
    
    (74,757
    )Equity contributions  Parent Partnership
    
    
    
    
    
    
    100,502Payment for termination of interest rate swap
    
    
    (1,235
    )
    
    
    Distributions paid
    
    
    (95,329
    )
    
    
    (50,371
    )Net cash provided by (used in) financing activities
    
    
    (108,320
    )
    
    
    20,577Net change in cash and cash equivalents
    
    
    236
    
    
    
    Cash and cash equivalents, January 1
    
    
    
    
    
    
    Cash and cash equivalents, September 30
    
    $
    236
    
    
    $
    
  3




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 
 UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED MEMBERS EQUITY/
PARTNERS CAPITAL
 (Dollars in thousands)
 General
    
    
    Limited
    
    
    TEPPCO GP,
    
    
    TEPPCOPartners
    
    
    Partners
    
    
    Inc.
    
    
    Partners, L.P.Interest
    
    
    Interest
    
    
    Member Interest
    
    
    Member Interest
    
    
    TotalBalance, December 31, 2006
    
    $
    4
    
    
    $
    443,896
    
    
    $
    
    
    
    $
    
    
    
    $
    443,900Net income
    
    
    1
    
    
    
    113,578
    
    
    
    
    
    
    
    14,373
    
    
    
    127,952Cash distributions
    
    
    (1
    )
    
    
    (58,509
    )
    
    
    
    
    
    
    (36,819
    )
    
    
    (95,329
    )Conversion to limited liability
company
    
    
    (4
    )
    
    
    (498,965
    )
    
    
    4
    
    
    
    498,965
    
    
    
    Balance, September 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    476,519
    
    
    $
    476,523
  4




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1. COMPANY ORGANIZATION AND BASIS OF PRESENTATION
 Company Organization
     Basis of Presentation
  5




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
 NOTE 2. GENERAL ACCOUNTING POLICIES AND RELATED MATTERS
 Business Segments
  Estimates
  Income Taxes  Revised Texas Franchise Tax
    6




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes
 Operating, General and Administrative Expenses
  Recent Accounting Developments
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Revenue Recognition
  7




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Working Capital
  
 NOTE 3. ACCOUNTING FOR UNIT-BASED AWARDS
 Share-Based Payment
 1999 Plan
   8




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2000 LTIP
   2005 Phantom Unit Plan
   9




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2006 LTIP
    Unit Options
  Weighted-Weighted-
    
    
    AverageAverage
    
    
    RemainingNumber
    
    
    Strike Price
    
    
    Contractualof Units
    
    
    (dollars/Unit)
    
    
    Term (in years)Unit Options:Outstanding at December 31, 2006.
    
    
    
    
    
    $
    
    
    
    
    Granted (1)
    
    
    155,000
    
    
    
    45.35Outstanding at September 30, 2007
    
    
    155,000
    
    
    $
    45.35
    
    
    
    9.65Options exercisable at:September 30, 2007
    
    
    
    
    
    $
    
    
    
    
    
 
 (1)
    
    The total grant date fair value of these awards was $0.4 million based on the following
assumptions: (i) expected life of option of 7 years, (ii) risk-free interest rate of
4.78%; (iii) expected distribution yield on Parent LPUs of 7.92%; and (iv) expected price
volatility on Parent LPUs of 18.03%. 10




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Restricted Units
  Weighted-Average GrantNumber
    
    Date Fair Valueof Units
    

Per Unit (1)Restricted units at December 31, 2006
    
    
    Granted (2)
    
    
    62,900
    
    
    $
    37.64Forfeited
    
    
    (500
    )
    
    
    37.64Restricted units at September 30, 2007
    
    
    62,400
    
    
    
    37.64
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (including an
allowance for forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted unit awards issued during 2007 was $2.4
million based on a grant date market price of Parent LPUs of $45.35 per Parent LPU and an
estimated forfeiture rate of 17%.  Phantom Units and UARs
   11




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   
 NOTE 4. EMPLOYEE BENEFIT PLANS
   Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits
  
 NOTE 5. FINANCIAL INSTRUMENT  INTEREST RATE SWAP
  12




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
 NOTE 6. INVENTORIES
  September 30,
    
    
    December 31,2007
    
    
    2006Refined products and LPGs (1)
    
    $
    27,414
    
    
    $
    7,636Materials and supplies
    
    
    5,274
    
    
    
    5,093Total
    
    $
    32,688
    
    
    $
    12,729
 
 (1)
    
    Refined products and LPGs inventory is managed on a combined basis. 
 NOTE 7. PROPERTY, PLANT AND EQUIPMENT
  EstimatedUseful Life
    
    September 30,
    
    
    December 31,In Years
    
    2007
    
    
    2006Plants and pipelines (1)
    
    5-40(4)
    
    $
    1,010,392
    
    
    $
    917,923Underground and other storage facilities (2)
    
    5-40(5)
    
    
    156,779
    
    
    
    131,128Transportation equipment (3)
    
    5-10
    
    
    5,245
    
    
    
    5,442Land and right of way
    
    
    
    
    53,952
    
    
    
    46,084Construction work in progress
    
    
    
    
    116,334
    
    
    
    137,773Total property, plant and equipment
    
    
    
    $
    1,342,702
    
    
    $
    1,238,350Less accumulated depreciation
    
    
    
    
    403,822
    
    
    
    377,733Property, plant and equipment, net
    
    
    
    $
    938,880
    
    
    $
    860,617
 
 (1)
    
    Plants and pipelines include refined products, LPGs and petrochemical 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; and other related assets.(3)
    
    Transportation equipment includes vehicles and similar assets used in our operations. 13




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 (4)
    
    The estimated useful lives of major components of this category are as follows:
pipelines, 20-40 years (with some equipment at 5 years); terminal facilities, 10-40 years;
office furniture and equipment, 5-10 years; buildings 20-40 years; and laboratory and shop
equipment, 5-40 years.(5)
    
    The estimated useful lives of major components of this category are as follows:
underground storage facilities, 20-40 years (with some components at 5 years) and storage
tanks, 20-30 years.  For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Depreciation expense (1)
    
    $
    10,803
    
    
    $
    10,434
    
    
    $
    32,832
    
    
    $
    30,371Capitalized interest (2)
    
    
    1,390
    
    
    
    1,594
    
    
    
    3,666
    
    
    
    4,569
 
 (1)
    
    Depreciation expense is a component of depreciation and amortization expense as
presented in our Unaudited Condensed Statements of Consolidated Income.(2)
    
    Capitalized interest increases the carrying value of the associated asset and reduces
interest expense during the period it is recorded. 
 NOTE 8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
  Ownership
    
    
    Investments in unconsolidatedPercentage at
    
    
    affiliates atSeptember 30,
    
    
    September 30,
    
    
    December 31,2007
    
    
    2007
    
    
    2006Centennial Pipeline LLC (Centennial)
    
    
    50.0
    %
    
    $
    80,428
    
    
    $
    62,321MB Storage (1)
    
    
    
    
    
    
    
    
    
    
    85,626Other
    
    
    25.0
    %
    
    
    348
    
    
    
    369Total
    
    
    
    
    
    $
    80,776
    
    
    $
    148,316
 
 (1)
    
    Refers to our ownership interests in Mont Belvieu Storage Partners, L.P. and Mont Belvieu
Venture, LLC (collectively, MB Storage). On March 1, 2007, we sold our ownership interests
in these entities.  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Centennial
    
    $
    (2,800
    )
    
    $
    (4,065
    )
    
    $
    (9,549
    )
    
    $
    (11,378
    )MB Storage
    
    
    (279
    )
    
    
    1,122
    
    
    
    1,089
    
    
    
    4,814Other
    
    
    15
    
    
    
    (6
    )
    
    
    30
    
    
    
    (17
    )Total equity losses
    
    $
    (3,064
    )
    
    $
    (2,949
    )
    
    $
    (8,430
    )
    
    $
    (6,581
    )
 14




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Centennial
  MB Storage
  Summarized Financial Information of Unconsolidated Affiliates
  For the Three Months EndedSeptember 30, 2007
    
    September 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income
    
    Income
    
    Revenues
    
    Income
    
    Income (Loss)Centennial
    
    $
    15,728
    
    
    $
    6,346
    
    
    $
    3,682
    
    
    $
    10,900
    
    
    $
    261
    
    
    $
    (2,585
    )MB Storage (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,165
    
    
    
    1,324
    
    
    
    1,460
 For the Nine Months EndedSeptember 30, 2007
    
    September 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income
    
    Income
    
    Revenues
    
    Income (Loss)
    
    Income (Loss)Centennial
    
    $
    36,334
    
    
    $
    8,374
    
    
    $
    65
    
    
    $
    27,424
    
    
    $
    (1,218
    )
    
    $
    (9,820
    )MB Storage (1)
    
    
    6,992
    
    
    
    1,394
    
    
    
    1,522
    
    
    
    25,541
    
    
    
    7,038
    
    
    
    7,437
 
 (1)
    
    On March 1, 2007, we sold our ownership interest in MB Storage to Louis Dreyfus. 15




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  September 30, 2007Current
    
    Noncurrent
    
    Current
    
    Long-term
    
    Noncurrent
    
    PartnersAssets
    
    Assets
    
    Liabilities
    
    Debt
    
    Liabilities
    
    CapitalCentennial
    
    $
    24,497
    
    
    $
    250,978
    
    
    $
    20,686
    
    
    $
    132,450
    
    
    $
    7,436
    
    
    $
    114,903MB Storage (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 December 31, 2006Current
    
    Noncurrent
    
    Current
    
    Long-term
    
    Noncurrent
    
    PartnersAssets
    
    Assets
    
    Liabilities
    
    Debt
    
    Liabilities
    
    CapitalCentennial
    
    $
    17,478
    
    
    $
    258,206
    
    
    $
    38,843
    
    
    $
    140,000
    
    
    $
    5,971
    
    
    $
    90,870MB Storage
    
    
    19,257
    
    
    
    100,950
    
    
    
    2,116
    
    
    
    
    
    
    
    
    
    
    
    118,091
 
 (1)
    
    On March 1, 2007, we sold our ownership interest in MB Storage to Louis Dreyfus. 
 NOTE 9. ACQUISITIONS AND DISPOSITIONS
 Acquisition
  Dispositions
 MB Storage and Other Related Assets
   16




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other Refined Products Assets
  
 NOTE 10. INTANGIBLE ASSETS AND GOODWILL
 Intangible Assets
  September 30, 2007
    
    
    December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible assets:Transportation agreements
    
    $
    1,000
    
    
    $
    (346
    )
    
    $
    1,000
    
    
    $
    (308
    )Other
    
    
    4,474
    
    
    
    (530
    )
    
    
    1,974
    
    
    
    (78
    )Subtotal
    
    
    5,474
    
    
    
    (876
    )
    
    
    2,974
    
    
    
    (386
    )Excess investment:Centennial Pipeline LLC
    
    
    33,390
    
    
    
    (20,069
    )
    
    
    33,390
    
    
    
    (16,579
    )Total intangible assets
    
    $
    38,864
    
    
    $
    (20,945
    )
    
    $
    36,364
    
    
    $
    (16,965
    )
  For the three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Intangible assets
    
    $
    191
    
    
    $
    12
    
    
    $
    490
    
    
    $
    (31
    )Excess investment (1)
    
    
    1,897
    
    
    
    1,027
    
    
    
    3,490
    
    
    
    2,731Total amortization expense
    
    $
    2,088
    
    
    $
    1,039
    
    
    $
    3,980
    
    
    $
    2,700
 
 (1)
    
    Amortization of excess investment is included in equity earnings.  Intangible Assets
    
    Excess Investments2007
    
    $
    626
    
    
    $
    4,2262008
    
    
    435
    
    
    
    4,2102009
    
    
    435
    
    
    
    3,5932010
    
    
    435
    
    
    
    2,2482011
    
    
    435
    
    
    
    96
 17




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Goodwill
  
 NOTE 11. DEBT OBLIGATIONS
 Senior Notes
  RedemptionYear
    
    Price2008
    
    
    103.755
    %2009
    
    
    103.380
    %2010
    
    
    103.004
    %2011
    
    
    102.629
    %2012
    
    
    102.253
    %2013
    
    
    101.878
    %2014
    
    
    101.502
    %2015
    
    
    101.127
    %2016
    
    
    100.751
    %2017
    
    
    100.376
    %
   Classification of
Short-Term Obligations Expected to be Refinanced.
  Fair ValueFace
    
    September 30,
    
    December 31,Value
    
    2007
    
    20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    180,270
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    218,400
    
    
    
    221,471
 18




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other Long Term Debt and Credit Facilities
  Parent Partnership Senior Notes
  Parent Partnership Junior Subordinated Notes
   19




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Parent Partnership Revolving Credit Facility
   20




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Debt Obligations of Unconsolidated Affiliates
  ScheduledMaturities of Debt2008
    
    $
    10,1002009
    
    
    9,9002010
    
    
    9,1002011
    
    
    9,000After 2011
    
    
    101,900Total scheduled maturities of debt
    
    $
    140,000
   
 NOTE 12. MEMBERS EQUITY AND DISTRIBUTIONS
 Quarterly Distributions of Available Cash
   EPCO, Inc. TPP Employee Unit Purchase Plan
  21




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   
 NOTE 13. RELATED PARTY TRANSACTIONS
  For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Revenues from EPCO and affiliates:Transportation  LPGs
    
    $
    695
    
    
    $
    476
    
    
    $
    2,968
    
    
    $
    2,831Transportation  Refined products (1)
    
    
    61
    
    
    
    
    
    
    
    105
    
    
    
    Other operating revenues
    
    
    301
    
    
    
    400
    
    
    
    1,508
    
    
    
    609Revenues from unconsolidated affiliates:Other operating revenues (2)
    
    
    78
    
    
    
    67
    
    
    
    187
    
    
    
    203Costs and Expenses from EPCO and affiliates (3):Operating expense (4)
    
    
    12,628
    
    
    
    12,047
    
    
    
    36,286
    
    
    
    37,877General and administrative
    
    
    2,994
    
    
    
    2,228
    
    
    
    8,586
    
    
    
    8,291Costs and Expenses from unconsolidated affiliates:Operating expense (5)
    
    
    2,195
    
    
    
    1,734
    
    
    
    6,477
    
    
    
    3,759
 
 (1)
    
    Includes revenues from refined products transportation from affiliates of Energy
Transfer Equity L.P. for the three months and five months ended September 30, 2007. See
Relationship with Energy Transfer Equity below.(2)
    
    Includes management fees and rental revenues.(3)
    
    Includes payroll, payroll related expenses, administrative expenses, including
reimbursements related to employee benefits and employee benefit plans, incurred in
managing us and our subsidiaries in accordance with the ASA, rent expense and other
operating expenses. 22




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 (4)
    
    Includes insurance expense for the three months ended September 30, 2007 and 2006,
related to premiums paid by EPCO of $1.3 million and $1.6 million, respectively, and for
the nine months ended September 30, 2007 and 2006 of $5.2 million and $4.6 million,
respectively. The majority of our insurance coverage, including property, liability,
business interruption, auto and directors and officers liability insurance, was obtained
through EPCO.(5)
    
    Includes rental expense and other operating expense.  September 30,
    
    December 31,2007
    
    2006Accounts receivable, related parties (1)
    
    $
    40,960
    
    
    $
    56,579Insurance reimbursement receivable
    
    
    1,426
    
    
    
    1,426Accounts payable, related parties (2)
    
    
    13,772
    
    
    
    6,679Deferred revenue, related parties
    
    
    
    
    
    
    252
 
 (1)
    
    Relates to cash management activities with our Parent Partnership.(2)
    
    Relates to direct payroll, payroll related costs and other operational related charges
from our Parent Partnership and EPCO and affiliates and transportation and other services
provided by unconsolidated affiliates. Relationship with Parent Partnership
   Relationship with EPCO and Affiliates
  
    
    EPCO and its consolidated private company subsidiaries;
    
    Texas Eastern Products Pipeline Company, LLC, the general partner of our Parent
Partnership;
    
    Enterprise GP Holdings, which owns and controls TEPPCO LLC;
    
    Enterprise Products Partners, which is controlled by affiliates of EPCO, including
Enterprise GP Holdings; and
    
    Duncan Energy Partners L.P., which is controlled by affiliates of EPCO.
  23




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Sale of TEPPCO LLC to Enterprise GP Holdings
  Other Transactions
   Relationship with Energy Transfer Equity
  24




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Relationship with Unconsolidated Affiliates
  
 NOTE 14. COMMITMENTS AND CONTINGENCIES
 Litigation
 Ryan E. McCleery and Marcia S. McCleery, et
al. and Michael and Linda Robson, et al. v. Texas Eastern Corporation, et al.
 Rebecca L. Grisham et al. v. TE Products Pipeline Company,
Limited Partnership
 Jimmy R. Green, et al. v. Cities Service Refinery, et al. th
  25




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Regulatory Matters
  26




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
       27




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Contractual Obligations
  Other
    28




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   29




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 NOTE 15. SUPPLEMENTAL CASH FLOW INFORMATION
  For the Nine Months EndedSeptember 30,2007
    
    
    2006Decrease (increase) in:Accounts receivable, trade
    
    $
    6,576
    
    
    $
    3,318Accounts receivable, related parties
    
    
    15,619
    
    
    
    1,591Inventories
    
    
    (20,108
    )
    
    
    2,777Other current assets
    
    
    (2,610
    )
    
    
    1,744Other
    
    
    (9,519
    )
    
    
    (4,670
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (12,625
    )
    
    
    (10,146
    )Accounts payable, related parties
    
    
    7,093
    
    
    
    (19,380
    )Other
    
    
    588
    
    
    
    (3,334
    )Net effect of changes in operating accounts
    
    $
    (14,986
    )
    
    $
    (28,100
    )Supplemental disclosure of cash flows:Cash paid for interest (net of amounts capitalized)
    
    $
    26,179
    
    
    $
    33,391
 
 NOTE 16. SUBSEQUENT EVENT
 Senior Notes Redemption
  30




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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 and nine months ended September 30, 2007 and 2006
  
    
    Key References Used in this Quarterly Report.
    
    Cautionary Note Regarding Forward-Looking Statements.
    
    Overview of Critical Accounting Policies and Estimates.
    
    Overview of Business.
    
    Recent Developments  Discusses recent developments during the quarter ended
September 30, 2007.
    
    Results of Operations  Discusses material period-to-period variances in the
statements of consolidated income.
    
    Financial Condition and Liquidity  Analyzes cash flows and financial position.
    
    Other Considerations  Addresses available sources of liquidity, trends, future
plans and contingencies that are reasonably likely to materially affect future
liquidity or earnings.
    
    Recent Accounting Pronouncements.
  Key References Used in this Quarterly Report
 we us our, Company TE
Products
 Parent Partnership
 TEPPCO GP
 TEPPCO LLC
 Enterprise GP Holdings
 Enterprise Products Partners
 EPCO
 31




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Cautionary Note Regarding Forward-Looking Statements
   Overview of Critical Accounting Policies and Estimates
  32




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##### Table of Contents



Overview of Business
    Recent Developments
  Results of Operations
  For the Three Months Ended
    
    
    Percentage
    
    
    For the Nine Months Ended
    
    
    PercentageSeptember 30,
    
    
    Increase
    
    
    September 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    2007
    
    
    2006
    
    
    (Decrease)Volumes Delivered:Refined products
    
    
    48,947
    
    
    
    43,018
    
    
    
    14
    %
    
    
    129,623
    
    
    
    125,061
    
    
    
    4
    %LPGs
    
    
    7,080
    
    
    
    9,763
    
    
    
    (27
    %)
    
    
    30,642
    
    
    
    30,880
    
    
    
    (1
    %)Total
    
    
    56,027
    
    
    
    52,781
    
    
    
    6
    %
    
    
    160,265
    
    
    
    155,941
    
    
    
    3
    %Average Tariff per Barrel:Refined products
    
    $
    0.98
    
    
    $
    0.98
    
    
    
    
    
    
    $
    0.98
    
    
    $
    0.91
    
    
    
    8
    %LPGs
    
    
    2.36
    
    
    
    1.73
    
    
    
    36
    %
    
    
    2.27
    
    
    
    1.93
    
    
    
    18
    %Average system tariff per barrel
    
    
    1.16
    
    
    
    1.12
    
    
    
    4
    %
    
    
    1.23
    
    
    
    1.11
    
    
    
    11
    %
  Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006
  33




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34




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##### Table of Contents



For the Three Months EndedSeptember 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Centennial
    
    $
    (2,800
    )
    
    $
    (4,065
    )
    
    $
    1,265MB Storage
    
    
    (279
    )
    
    
    1,122
    
    
    
    (1,401
    )Other
    
    
    15
    
    
    
    (6
    )
    
    
    21Total equity losses
    
    $
    (3,064
    )
    
    $
    (2,949
    )
    
    $
    (115
    )
    Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006
    35




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##### Table of Contents



For the Nine Months EndedSeptember 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Centennial
    
    $
    (9,549
    )
    
    $
    (11,378
    )
    
    $
    1,829MB Storage
    
    
    1,089
    
    
    
    4,814
    
    
    
    (3,725
    )Other
    
    
    30
    
    
    
    (17
    )
    
    
    47Total equity losses
    
    $
    (8,430
    )
    
    $
    (6,581
    )
    
    $
    (1,849
    )
  36




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##### Table of Contents



Income Taxes  Revised Texas Franchise Tax
   Accounting for
Income Taxes
 37




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##### Table of Contents



Financial Condition and Liquidity
  For the Nine Months EndedSeptember 30,2007
    
    2006Cash provided by (used in):Operating activities
    
    $
    87,156
    
    
    $
    48,338Investing activities
    
    
    21,400
    
    
    
    (68,915
    )Financing activities
    
    
    (108,320
    )
    
    
    20,577
 Operating Activities
   Investing Activities
   38




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##### Table of Contents



Financing Activities
   Other Considerations
 Registration Statements
  Credit Facilities
   39




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##### Table of Contents



Future Capital Needs and Commitments
   Liquidity Outlook
  40




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##### Table of Contents



Classification of
Short-Term Obligations Expected to be Refinanced.
 Off-Balance Sheet Arrangements
     Contractual Obligations
  41




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##### Table of Contents



Summary of Related Party Transactions
  For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Revenues from EPCO and affiliates:Transportation  LPGs
    
    $
    695
    
    
    $
    476
    
    
    $
    2,968
    
    
    $
    2,831Transportation  Refined products
    
    
    61
    
    
    
    
    
    
    
    105
    
    
    
    Other operating revenues
    
    
    301
    
    
    
    400
    
    
    
    1,508
    
    
    
    609Revenues from unconsolidated affiliates:Other operating revenues
    
    
    78
    
    
    
    67
    
    
    
    187
    
    
    
    203Costs and Expenses from EPCO and affiliates:Operating expense
    
    
    12,628
    
    
    
    12,047
    
    
    
    36,286
    
    
    
    37,877General and administrative
    
    
    2,994
    
    
    
    2,228
    
    
    
    8,586
    
    
    
    8,291Costs and Expenses from unconsolidated affiliates:Operating expense
    
    
    2,195
    
    
    
    1,734
    
    
    
    6,477
    
    
    
    3,759
   
    
    EPCO and its consolidated private company subsidiaries;
    
    Texas Eastern Products Pipeline Company, LLC, the general partner of our Parent
Partnership;
    
    Enterprise GP Holdings, which owns and controls TEPPCO LLC;
    
    Enterprise Products Partners, which is controlled by affiliates of EPCO, including
Enterprise GP Holdings; and
    
    Duncan Energy Partners L.P., which is controlled by affiliates of EPCO.
 Credit Ratings
    Recent Accounting Pronouncements
  42




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    Fair Values of Debt
  Fair ValueFace
    
    September 30,
    
    December 31,Value
    
    2007
    
    20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    180,270
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    218,400
    
    
    
    221,471
 43




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##### Table of Contents



Item 4. Controls and Procedures
  (i)
    
    that our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated
and communicated to our management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure; and(ii)
    
    that our disclosure controls and procedures are effective.
 Changes in Internal Control over Financial Reporting
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description3.1
    
    Company Agreement of TE Products Pipeline Company, LLC by and between TEPPCO
GP, Inc. and TEPPCO Partners, L.P. dated as of June 30, 2007 (Filed as Exhibit 3.2 to
the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File
No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE
 44




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##### Table of Contents



ExhibitNumber
    
    DescriptionProducts Pipeline Company, Limited Partnerships Registration Statement on
Form S-3 (Commission File No. 333-38473) and incorporated herein by
reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
February 20, 2002 and incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
the Current Report on Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403)
filed on February 20, 2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated
herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).4.6
    
    Indenture, dated as of May 14, 2007, among TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary guarantors, and the Bank
of New York Trust Company, N.A., as trustee (Filed as Exhibit 99.1 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on May
15, 2007 and incorporated herein by reference).4.7
    
    First Supplemental Indenture, dated as of May 18, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as
subsidiary guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File No. 1-10403) filed on May 18, 2007 and incorporated herein by reference).4.8
    
    First Supplemental Indenture, dated as of June 30, 2007, by and among TE
Products Pipeline Company, LLC and The Bank of New York Trust Company, N.A., as trustee
(Filed as Exhibit 4.1 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and incorporated
herein by reference).4.9
    
    Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. , Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit
4.2 to the Current Report on Form 8-K of TE Products Pipeline
 45




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##### Table of Contents



ExhibitNumber
    
    DescriptionCompany, LLC (Commission File No. 1-13603) filed on July 6, 2007 and
incorporated herein by reference).4.10
    
    Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., Val Verde Gas Gathering
Company, L.P., TE Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as
subsidiary guarantors, and U.S. Bank National Association, as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and
incorporated herein by reference).4.11
    
    Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 30,
2007, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders and as the LC Issuing Bank, Wachovia Bank, National Association, as Syndication
Agent, and BNP Paribas, JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland Plc,
as Co-Documentation (Filed as Exhibit 4.14 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2007 and incorporated
herein by reference).10.1+
    
    Form of TPP Employee Restricted Unit Grant, as amended, of Texas Eastern
Products Pipeline Company, LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan
(Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended September 30, 2007 and incorporated herein by
reference).10.2+
    
    Form of TPP Employee Option Grant, as amended, of Texas Eastern Products
Pipeline Company, LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed as
Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended September 30, 2007 and incorporated herein by reference).31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement. 46




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##### Table of Contents



SIGNATURES
  TE Products Pipeline Company, LLCBy:
    
    TEPPCO GP, Inc., its Sole ManagerDate: November 7, 2007
    
    By:
    
    /s/ JERRY E. THOMPSONJerry E. Thompson,President and Chief Executive Officer ofTEPPCO GP, Inc.Date: November 7, 2007
    
    By:
    
    /s/ WILLIAM G. MANIASWilliam G. Manias,Vice President and Chief Financial Officer ofTEPPCO GP, Inc.
 47




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##### Table of Contents



Exhibit
Index
 
 ExhibitNumber
    
    Description3.1
    
    Company Agreement of TE Products Pipeline Company, LLC by and between TEPPCO
GP, Inc. and TEPPCO Partners, L.P. dated as of June 30, 2007 (Filed as Exhibit 3.2 to
the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File
No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.1
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE
 48




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##### Table of Contents



ExhibitNumber
    
    DescriptionProducts Pipeline Company, Limited Partnerships Registration Statement on
Form S-3 (Commission File No. 333-38473) and incorporated herein by
reference).4.2
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
February 20, 2002 and incorporated herein by reference).4.3
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
the Current Report on Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403)
filed on February 20, 2002 and incorporated herein by reference).4.4
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P., as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and incorporated
herein by reference).4.5
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).4.6
    
    Indenture, dated as of May 14, 2007, among TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary guarantors, and the Bank
of New York Trust Company, N.A., as trustee (Filed as Exhibit 99.1 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on May
15, 2007 and incorporated herein by reference).4.7
    
    First Supplemental Indenture, dated as of May 18, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as
subsidiary guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File No. 1-10403) filed on May 18, 2007 and incorporated herein by reference).4.8
    
    First Supplemental Indenture, dated as of June 30, 2007, by and among TE
Products Pipeline Company, LLC and The Bank of New York Trust Company, N.A., as trustee
(Filed as Exhibit 4.1 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and incorporated
herein by reference).4.9
    
    Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. , Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit
4.2 to the Current Report on Form 8-K of TE Products Pipeline
 49




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##### Table of Contents



ExhibitNumber
    
    DescriptionCompany, LLC (Commission File No. 1-13603) filed on July 6, 2007 and
incorporated herein by reference).4.10
    
    Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., Val Verde Gas Gathering
Company, L.P., TE Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as
subsidiary guarantors, and U.S. Bank National Association, as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and
incorporated herein by reference).4.11
    
    Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 30,
2007, by and among TEPPCO Partners, L.P., the Borrower, several banks and other
financial institutions, the Lenders, SunTrust Bank, as the Administrative Agent for the
Lenders and as the LC Issuing Bank, Wachovia Bank, National Association, as Syndication
Agent, and BNP Paribas, JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland Plc,
as Co-Documentation (Filed as Exhibit 4.14 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2007 and incorporated
herein by reference).10.1+
    
    Form of TPP Employee Restricted Unit Grant, as amended, of Texas Eastern
Products Pipeline Company, LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan
(Filed as Exhibit 10.1 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No.
1-10403) for the quarter ended September 30, 2007 and incorporated herein by
reference).10.2+
    
    Form of TPP Employee Option Grant, as amended, of Texas Eastern Products
Pipeline Company, LLC under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed as
Exhibit 10.2 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended September 30, 2007 and incorporated herein by reference).31.1*
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement. 50