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EXHIBIT
99.3
 JONAH GAS GATHERING COMPANY AND SUBSIDIARY




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 TABLE OF CONTENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    1Consolidated Balance Sheet as of December 31, 2006
    
    
    2Statement of Consolidated Income for the Year Ended December 31, 2006
    
    
    3Statement of Consolidated Cash Flows for the Year Ended December 31, 2006
    
    
    4Statement of Consolidated Partners Capital for the Year Ended December 31, 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 1




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEET
 (Dollars in thousands)
 December 31,2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    Accounts receivable, trade
    
    
    24,629Accounts receivable, related parties
    
    
    2,492Inventories
    
    
    1,319Other
    
    
    5,523Total current assets
    
    
    33,963Property, plant and equipment, at cost(net of accumulateddepreciation and amortization of $42,690)
    
    
    633,459Intangible assets
    
    
    160,313Goodwill
    
    
    2,776Other assets
    
    
    4,043Total assets
    
    $
    834,554LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    6,597Accounts payable, related parties
    
    
    185Distribution payable
    
    
    11,716Other accrued taxes
    
    
    1,160Other
    
    
    5,455Total current liabilities
    
    
    25,113Other liabilities and deferred credits
    
    
    191Commitments and contingencies (Note 10)Partners capital
    
    
    809,250Total liabilities and partners capital
    
    $
    834,554
  2




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JONAH GATHERING COMPANY AND SUBSIDIARY
 
 STATEMENT OF CONSOLIDATED INCOME
 (Dollars in thousands)
 For Year EndedDecember 31,2006Operating revenues:Gathering  Natural gas
    
    $
    104,415Sales of natural gas
    
    
    50,866Other
    
    
    4,849Total operating revenues
    
    
    160,130Costs and expenses:Purchases of natural gas
    
    
    48,290Operating expense
    
    
    12,925General and administrative
    
    
    242Depreciation and amortization
    
    
    19,647Taxes  other than income taxes
    
    
    2,748Total costs and expenses
    
    
    83,852Operating income
    
    
    76,278Other income (expense):Interest expense  net
    
    
    (6,812
    )Other income  net
    
    
    198Income from continuing operations
    
    
    69,664Income from discontinued operations
    
    
    1,497Gain on sale of discontinued operations
    
    
    17,872Discontinued operations
    
    
    19,369Net income
    
    $
    89,033
  3




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JONAH GATHERING COMPANY AND SUBSIDIARY
 
 STATEMENT OF CONSOLIDATED CASH FLOWS
 (Dollars in thousands)
 For Year EndedDecember 31,2006Operating activities:Net income
    
    $
    89,033Adjustments to reconcile net income to cash provided by continuing operating
activities:Income from discontinued operations
    
    
    (19,369
    )Depreciation and amortization
    
    
    19,647Non-cash portion of interest expense
    
    
    174Net effect of changes in operating accounts:Increase in accounts receivable, trade
    
    
    (6,232
    )Increase in accounts receivable, related parties
    
    
    (2,492
    )Decrease in inventories
    
    
    254Decrease in other current assets
    
    
    13,675Decrease in accounts payable and accrued expenses
    
    
    (3,202
    )Increase in accounts payable, related parties
    
    
    30,113Other
    
    
    (712
    )Net cash provided by continuing operating activities
    
    
    120,889Net cash provided by discontinued operations
    
    
    1,521Net cash provided by operating activities
    
    
    122,410Investing activities:Proceeds from the sales of assets
    
    
    38,000Capital expenditures
    
    
    (51,211
    )Net cash used in investing activities
    
    
    (13,211
    )Financing activities:Proceeds from Note Payable, TEPPCO Midstream Companies, L.P.
    
    
    66,375Repayments of Note Payable, TEPPCO Midstream Companies, L.P.
    
    
    (96,990
    )Contributions from partners
    
    
    20,000Distributions paid to partners
    
    
    (98,646
    )Net cash used in financing activities
    
    
    (109,261
    )Net decrease in cash and cash equivalents
    
    
    (62
    )Cash and cash equivalents, January 1
    
    
    62Cash and cash equivalents, December 31
    
    $
    Non-cash financing activities:Non-cash contributions from partners for Phase V expansion
    
    $
    243,718Distributions payable to partners
    
    
    11,716Contribution of Note Payable, TEPPCO Midstream Companies, L.P. to partners capital
    
    
    231,220Contribution of accrued interest to partners capital
    
    
    19,900Contribution of accounts payable, related party to partners capital
    
    
    20,876Supplemental disclosure of cash flows:Cash paid for interest (net of amounts capitalized)
    
    $
    6,188
  4




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JONAH GATHERING COMPANY AND SUBSIDIARY
 
 STATEMENT OF CONSOLIDATED PARTNERS CAPITAL
 (Dollars in thousands)
 TEPPCOMidstream
    
    
    Enterprise GasTEPPCO GP, Inc.
    
    
    Companies, L.P.
    
    
    Processing, LLC
    
    
    TotalBalance, December 31, 2005
    
    $
    3
    
    
    $
    294,862
    
    
    $
    
    
    
    $
    294,865Net income
    
    
    1
    
    
    
    88,794
    
    
    
    238
    
    
    
    89,033Contributions
    
    
    
    
    
    
    418,840
    
    
    
    116,874
    
    
    
    535,714Distributions
    
    
    
    
    
    
    (110,162
    )
    
    
    (200
    )
    
    
    (110,362
    )Transfer of partnership interest
    
    
    (4
    )
    
    
    4
    
    
    
    
    
    
    
    Balance, December 31, 2006
    
    $
    
    
    
    $
    692,338
    
    
    $
    116,912
    
    
    $
    809,250
  5




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Organization
      
    
    The Phase I expansion was completed in May 2002, at a cost of approximately
$25.0 million and increased system capacity by 62%, from approximately 450 million
cubic feet per day (MMcf/d) to approximately 730 MMcf/d.
    
    In October 2002, the Phase II expansion project was completed at a cost of
approximately $35.3 million, which increased the capacity of the Jonah system from
730 MMcf/d to approximately 880 MMcf/d.
    
    In 2003, the Jonah system was again expanded by the Phase III project to include
an 80-mile pipeline loop and 3,700 horsepower of new compression on the system and
the building of a new 300 MMcf/d gas processing plant near Opal, Wyoming. Phase
III was substantially completed during the fourth quarter of 2003, with system
capacity increasing to 1,180 MMcf/d at a cost of approximately $53.4 million. This
gas processing plant was sold to Enterprise Products Partners L.P. on March 31,
2006 (see Note 7).
    
    Additional capacity of 100 MMcf/d was completed during the fourth quarter of
2004, at a cost of approximately $13.0 million.
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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
    
    The Phase IV expansion project was completed in February 2006, at a cost of
approximately $116.0 million and increased system capacity to 1.5 billion cubic
feet per day (Bcf/d) with the addition of 33,000 horsepower of compression and
approximately 50 miles of pipeline.
 Formation of Joint Venture
       7




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 2. Summary of Significant Accounting Policies
 Accounts Receivable and Allowance for Doubtful Accounts
  Asset Retirement Obligations
 Accounting for Asset Retirement
Obligations Accounting for Conditional Asset Retirement Obligations, an
interpretation of FASB Statement No. 143
 Basis of Presentation and Principles of Consolidation
  Cash and Cash Equivalents
  Contingencies
  8




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Estimates
  Fair Value of Current Assets and Current Liabilities
  Goodwill
   Income Taxes
  9




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Intangible Assets
  Natural Gas Imbalances
  Operating, General and Administrative Expenses
  Property, Plant and Equipment
  Accounting for
the Impairment or Disposal of Long-Lived Assets
 Revenue Recognition
  10




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Note 3. Recently Issued Accounting Standards
 Share-Based Payment Accounting for
Stock-Based Compensation Accounting for Stock-Based Compensation 
Transition and Disclosure Accounting for Stock Issued to Employees
 Accounting Changes and Error Corrections Accounting
Changes Reporting Accounting Changes in Interim Periods
 Accounting for Purchases and
Sales of Inventory with the Same Counterparty Accounting for Nonmonetary Transactions
 How Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross
versus Net Presentation)
 11




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value Measurements
 Considering the Effects
of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
 The Fair Value Option for Financial Assets
and Financial Liabilities - Including an amendment of FASB Statement No. 115
 Note 4. Goodwill and Intangible Assets
 Goodwill
 Goodwill and Other Intangible Assets
  Other Intangible Assets
  12




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    2007
    
    $
    12,7482008
    
    
    15,0202009
    
    
    16,6212010
    
    
    16,1222011
    
    
    13,865
 Note 5. Related Party Transactions
   13




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For Year EndedDecember 31,2006Revenues from TEPPCO and affiliates:Sales of natural gas liquids (NGLs)(1)
    
    $
    3,764Other operating revenues (2)
    
    
    4,622Revenues and Purchases from EPCO and affiliates:Sales of natural gas
    
    $
    8,585Purchases of natural gas (3)
    
    
    251Gain on sale of Pioneer plant
    
    
    17,872Operating expense (4)
    
    
    6,149
 
 (1)
    
    Includes NGL sales to TEPPCO Crude Oil, L.P. (TCO) from our Pioneer processing plant
prior to the sale of the plant to an affiliate of Enterprise Products. These sales are
classified as income from discontinued operations in the accompanying consolidated
financial statements.(2)
    
    Includes condensate sales to TCO.(3)
    
    Includes processing fees paid to Enterprise Products for processing services performed
at the Pioneer processing plant after the sale of the plant to an affiliate of Enterprise
Products.(4)
    
    Includes payroll, payroll related expenses, administrative expenses, including
reimbursements related to employee benefits and employee benefit plans, and other operating
expenses incurred in managing us and our subsidiary.  December 31, 2006Accounts
    
    
    Accounts
    
    
    Other CurrentReceivable
    
    
    Payable
    
    
    Liabilities (1)Partners:TEPPCO
    
    $
    879
    
    
    $
    
    
    
    $
    Enterprise Products and affiliates
    
    
    1,613
    
    
    
    185
    
    
    
    643Total
    
    $
    2,492
    
    
    $
    185
    
    
    $
    643
 
 (1)
    
    Relates to pipeline imbalances with an affiliate of EPCO. 14




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 6. Property, Plant and Equipment
  December 31,2006Land and right of way
    
    $
    20,893Line pipe and fittings
    
    
    295,482Storage tanks
    
    
    5,718Buildings and improvements
    
    
    3,239Machinery and equipment
    
    
    74,396Construction work in progress
    
    
    276,421Total property, plant and equipment
    
    $
    676,149Less accumulated depreciation and amortization
    
    
    42,690Net property, plant and equipment
    
    $
    633,459
   Asset Retirement Obligation
  Liabilities recorded
    
    $
    186Liabilities settled
    
    
    Accretion
    
    
    5Revision in estimates
    
    
    Asset retirement obligation liability balance, December 31, 2006
    
    $
    191
  Note 7. Dispositions and Discontinued Operations
  15




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   For Year EndedDecember 31,2006Operating revenues:Sales of NGLs
    
    $
    3,828Other
    
    
    932Total operating revenues
    
    
    4,760Costs and expenses:Purchases of petroleum products
    
    
    3,000Operating expense
    
    
    182Depreciation and amortization
    
    
    51Taxes  other than income taxes
    
    
    30Total costs and expenses
    
    
    3,263Income from discontinued operations
    
    $
    1,497
  For Year EndedDecember 31,2006Cash flows from discontinued operating activities:Net income
    
    $
    19,369Depreciation and amortization
    
    
    51Gain on sale of Pioneer plant
    
    
    (17,872
    )Increase in inventories
    
    
    (27
    )Net cash flows from discontinued operations
    
    $
    1,521
 Note 8. Debt Obligations
  16




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    
    
    Total bank commitments increased from $600.0 million to $700.0 million. The
amendment also provided that the commitments under the credit facility may be
increased up to a maximum of $850.0 million upon TEPPCOs request, subject to
lender approval and the satisfaction of certain other conditions.
    
    The facility fee and the borrowing rate currently in effect were reduced by
0.275%.
    
    The maturity date of the credit facility was extended from October 21, 2009, to
December 13, 2010. Also under the terms of the amendment, TEPPCO may request up to
two, one-year extensions of the maturity date. These extensions, if requested,
will become effective subject to lender approval and satisfaction of certain other
conditions.
    
    The amendment also removed the $100.0 million limit on the total amount of
standby letters of credit that can be outstanding under the credit facility.
  17




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 
 Note Payable, TEPPCO Midstream
  Note 9. Partners Capital and Distributions
     Note 10. Commitments and Contingencies
  Contractual Obligations
  18




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JONAH GAS GATHERING COMPANY AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2007
    
    $
    8302008
    
    
    872009
    
    
    82$
    999
  Note 11. Employee Benefits
  19