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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM
10-K/A
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-33266
 DUNCAN ENERGY PARTNERS L.P.
  Delaware
    
    20-5639997(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 1100 Louisiana, 10th Floor, Houston, Texas
    
    77002(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 381-6500
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange On Which RegisteredCommon Units
    
    New York Stock Exchange
 Securities to be registered pursuant to Section 12(g) of the Act:
  o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 Duncan Energy Partners L.P.




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EXPLANATORY
NOTE
 
 
  
 DUNCAN ENERGY PARTNERS L.P.
TABLE OF CONTENTS
 PageNumberPART IItems 1 and 2. Business and Properties.
    
    
    4Item 1A. Risk Factors.
    
    
    20Item 1B. Unresolved Staff Comments.
    
    
    40Item 3. Legal Proceedings.
    
    
    41Item 4. Submission of Matters to a Vote of Unitholders.
    
    
    41PART IIItem 5. Market for Registrants Common Equity, Related Unitholder
Matters and Issuer Purchases of Equity Securities.
    
    
    41Item 6. Selected Financial Data.
    
    
    42Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
    
    
    43Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    61Item 8. Financial Statements and Supplementary Data.
    
    
    63Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
    
    
    108Item 9A. Controls and Procedures.
    
    
    108Item 9B. Other Information.
    
    
    110PART IIIItem 10. Directors, Executive Officers and Corporate Governance.
    
    
    111Item 11. Executive Compensation.
    
    
    116Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Unitholder Matters.
    
    
    122Item 13. Certain Relationships and Related Transactions, and Director Independence.
    
    
    124Item 14. Principal Accountant Fees and Services.
    
    
    132PART IVItem 15. Exhibits and Financial Statement Schedules.
    
    
    133Signatures
    
    
    137Computation of Ratio of Earnings to Fixed ChargesList of SubsidiariesCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906
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SIGNIFICANT RELATIONSHIPS REFERENCED IN THIS
ANNUAL REPORT
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 This annual report 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, seek, goal, forecast, intend, could, should, will, believe,
may, potential 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 of this annual report. 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.
 
 PART I
 
 Items 1 and 2. Business and Properties.
 General
 th www.deplp.com
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Business Strategy
  §
    
    optimize the benefits of our economies of scale, strategic location and pipeline
connections serving our natural gas, NGL, petrochemical and refining markets;§
    
    manage our existing and future asset portfolio to minimize the volatility of our cash
flows;§
    
    invest in organic growth projects to capitalize on market opportunities that expand our
asset base and generate additional cash flow; and§
    
    pursue acquisitions of assets and businesses from related parties, or in accordance
with our business opportunity agreements, from third parties.
 Financial Information by Business Segment
  Recent Developments
  Segment Discussion
  §
    
    NGL & Petrochemical Storage Services;§
    
    Onshore Natural Gas Pipelines & Services;§
    
    Petrochemical Pipeline Services; and§
    
    NGL Pipelines & Services.
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/d
    
    = per dayBBtus
    
    = billion British thermal unitsBcf
    
    = billion cubic feetMBPD 
MMBbls
    
    = thousand barrels per day
= million barrelsMMBtus
    
    = million British thermal unitsMMcf
    
    = million cubic feet
  NGL & Petrochemical Storage Services
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Seasonality.
 Competition.
 Properties
 §
    
    Mont Belvieu East Facility.  The Mont Belvieu East facility is the largest of the three
facilities. This facility consists of 13 storage caverns available for service with an
underground storage capacity of approximately 55 MMBbls and an above-ground brine pit with
a capacity of approximately 10 MMBbls. This facility also has two brine production wells.§
    
    Mont Belvieu West Facility.  The Mont Belvieu West facility consists of 10 caverns
available for service with an underground storage capacity of approximately 15 MMBbls and
an above-ground brine pit with a capacity of approximately 2 MMBbls.§
    
    Mont Belvieu North Facility.  The Mont Belvieu North facility consists of 10 caverns
available for service with an underground storage capacity of approximately 30 MMBbls and
an above-ground brine pit with a capacity of approximately 8 MMBbls.
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Onshore Natural Gas Pipelines & Services
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Seasonality.
 Competition
 Properties
 §
    
    Acadian Pipeline.  The Acadian pipeline is located in southern Louisiana and consists
of approximately 438 miles of high-pressure transmission pipelines and smaller diameter
lateral and gathering lines ranging from 12 inches to 24 inches in diameter. The Acadian
pipeline receives natural gas at numerous interconnections with natural gas production
facilities and from third-party pipelines, and delivers the natural gas to customers
facilities in southern Louisiana. Through numerous interconnections with other pipelines,
including receipt and delivery capability at the Henry Hub, the Acadian pipeline has the
capability to deliver gas to markets that it does not physically reach. The Acadian
pipeline has a throughput capacity of approximately 650 MMcf/d. The Acadian pipeline
maintains multiple active interconnects with the Cypress pipeline to facilitate gas
deliveries between the systems as may be required to meet customer needs.§
    
    Cypress Pipeline.  The Cypress pipeline is located in south central Louisiana and
consists of approximately 577 miles of transmission pipelines and smaller diameter lateral
and gathering lines ranging from 10 inches to 22 inches in diameter. This pipeline has
interconnections with many of the interstate and intrastate pipeline systems operating in
southern Louisiana and has a throughput capacity of approximately 350 MMcf/d. The Cypress
pipeline was originally built to gather onshore Louisiana natural gas supplies and to
provide natural gas pipeline service to the greater Baton Rouge industrial market, in
particular, the ExxonMobil Baton Rouge Refinery. Through the 1950s and 1960s, it was
expanded to access the interstate pipeline supply network and the Geismar, Louisiana and
Donaldsonville, Louisiana industrial market areas. The Cypress pipeline also has the
capability to access deepwater gas production through an interconnection with the Nautilus
Gas Pipeline system and numerous third-party pipelines.§
    
    Evangeline Pipeline.  The Evangeline pipeline is a 27-mile pipeline extending from
Taft, Louisiana to Westwego, Louisiana. The Evangeline pipeline, which consists mainly of
transmission pipelines ranging from 20 inches to 26 inches in diameter, connects with
three Entergy Louisiana natural gas-fired electric generation stations, the Acadian
pipeline and a pipeline owned by the Columbia Gulf Transmission Company. We indirectly
own approximately 49.5% of the ownership interests in the Evangeline pipeline. A
subsidiary of ConocoPhillips and a private investor own the remaining interests in the
entity that owns the Evangeline pipeline.§
    
    Underground Storage Facility.  The storage assets in the Acadian Gas System consist of
a leased underground natural gas storage facility located at the center of the Acadian
Pipeline near Napoleonville, Louisiana. The storage facility has approximately 3.0 Bcf of
storage capacity with 220 MMcf/d of withdrawal capacity and a maximum of 80 MMcf/d of
injection capacity. This
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facility is designed to handle high levels of injections and withdrawals of natural gas to
meet load swings and to cover major supply interruption events, such as hurricanes and
temporary losses of production. In addition, the storage facility permits sustained
periods of high natural gas deliveries and has the ability to switch quickly from full
injection to full withdrawal. We lease this storage facility from an affiliate of Shell
under an agreement that extends through December 31, 2012. The term of this contract does
not provide for an additional renewal period. However, Shell has agreed to enter into
negotiations with us under similar terms and conditions for an extension if we wish to
extend the lease agreement beyond December 2012. Acadian Gas is the operator of this
underground storage facility and utilizes 75% of the leased storage, withdrawal and
injection capacity. We sublease the remaining 25% of the capacity to a third party.
  Year Ended December 31,2007
    
    2006
    
    2005Natural gas transportation volumes
    
    
    416
    
    
    
    434
    
    
    
    323Natural gas sales volumes
    
    
    308
    
    
    
    325
    
    
    
    317Total natural gas throughput volumes
    
    
    724
    
    
    
    759
    
    
    
    640
  Petrochemical Pipeline Services
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§
    
    Shell Exchange Agreements.  The term of the Lou-Tex Propylene Pipeline agreement
expires in March 2020, but will continue on an annual basis subject to termination by
either party. The exchange fees paid by Shell to Lou-Tex Propylene are fixed until such
time as a published power index in Louisiana becomes available and the parties agree to
use such index. The term of the Sabine Propylene Pipeline agreement expires in
November 2011, but will continue on an annual basis subject to termination by either
party. The exchange fees paid by Shell to Sabine Propylene are adjusted yearly based on
the U.S. Department of Labor wage index and the yearly operating costs of the Sabine
Propylene Pipeline. Shell is obligated to meet minimum delivery requirements under the
Lou-Tex Propylene and Sabine Propylene agreements. If Shell fails to meet such minimum
delivery requirements, it is obligated to pay a deficiency fee to us.§
    
    ExxonMobil Exchange Agreement.  The term of the Lou-Tex Propylene Pipeline exchange
agreement expires in June 2008, but will continue on a monthly basis subject to a two-year
termination notice initiated by either party. The exchange fees paid by ExxonMobil are
based on the volume of chemical-grade propylene delivered.
  Seasonality .
 Competition
 Properties .
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Approximate
    
    Year Ended December 31,Capacity (1)
    
    2007
    
    2006
    
    2005Lou-Tex Propylene Pipeline
    
    
    53
    
    
    
    25
    
    
    
    27
    
    
    
    23Sabine Propylene Pipeline
    
    
    21
    
    
    
    12
    
    
    
    10
    
    
    
    10
 
 (1)
    
    The maximum number of barrels that these systems can transport per day depends
on the operating balance achieved at a given time between various segments of the
systems. Because the balance is dependent upon the mix of receipt and delivery
capabilities, the exact capacities of the systems cannot be stated. We measure the
utilization rates of our NGL and petrochemical pipelines in terms of throughput. NGL Pipelines & Services
      Seasonality.
 Competition
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Properties .
  Title to Properties
  Regulation
 Regulation of Our Intrastate Natural Gas Pipelines and Storage Services
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Sales of Natural Gas
  Regulation of Our Petrochemical Pipeline Services
  Environmental and Safety Matters
 General
   Water
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Air Emissions
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Solid Waste
  Environmental Remediation
  Pipeline Safety Matters
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Risk Management Plans
  Safety Matters
    Employees
  Available Information
 
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www.sec.gov
 www.deplp.com
 
 Item 1A. Risk Factors.
   Risks Inherent in Our Business
 Changes in demand for and production of hydrocarbon products may materially adversely affect
our results of operations, cash flows and financial condition.
    §
    
    the level of domestic production and consumer product demand;§
    
    the availability of imported natural gas;§
    
    actions taken by foreign natural gas producing nations;§
    
    the availability of transportation systems with adequate capacity;§
    
    the availability of competitive fuels;
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§
    
    fluctuating and seasonal demand for natural gas and NGLs;§
    
    the impact of conservation efforts;§
    
    the extent of governmental regulation and taxation of production; and§
    
    the overall economic environment.
  A decrease in demand for natural gas, NGL products or petrochemical products by the
petrochemical, refining or heating industries could materially adversely affect our results of
operations, cash flows and financial position.
  §
    
    Ethane.Ethane is primarily used in the petrochemical industry as feedstock
for ethylene, one of the basic building blocks for a wide range of plastics and other
chemical products. If natural gas prices increase significantly in relation to NGL
product prices or if the demand for ethylene falls (and, therefore, the demand for ethane
by NGL producers falls), it may be more profitable for natural gas producers to leave the
ethane in the natural gas stream to be burned as fuel than to extract the ethane from the
mixed NGL stream for sale as an ethylene feedstock.§
    
    Propylene.Propylene is sold to petrochemical companies for a variety of uses,
principally for the production of polypropylene. Propylene is subject to rapid and
material price fluctuations. Any downturn in the domestic or international economy could
cause reduced demand for, and an oversupply of propylene, which could cause a reduction in
the volumes of propylene that we transport.
 Any decrease in supplies of natural gas could adversely affect our business and operating
results. Our success depends on our ability to obtain access to new sources of natural gas from
both domestic production and LNG terminals, which sources are dependent on factors beyond our
control.
  §
    
    the level of successful drilling activity near our pipelines;§
    
    our ability to compete for these supplies;§
    
    our ability to connect our pipelines to the suppliers;
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§
    
    the successful completion of new liquefied natural gas (LNG) facilities near our
pipelines; and§
    
    our gas quality requirements.
    In accordance with industry practice, we do not obtain independent evaluations of natural gas
and NGL reserves dedicated to our pipeline systems, including our DEP South Texas NGL Pipeline
System. Accordingly, volumes of natural gas gathered on our pipeline systems in the future
could be less than we anticipate, which could adversely affect our cash flow and our ability to
make cash distributions to unitholders.
  We face competition from third parties in our midstream energy businesses.
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§
    
    geographic proximity to the production;§
    
    costs of connection;§
    
    available capacity;§
    
    rates; and§
    
    access to markets.
 Our debt level may limit our flexibility to obtain additional financing and pursue other
business opportunities.
  §
    
    our ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes may be impaired or such financing may not be
available on favorable terms;§
    
    covenants contained in our existing and future credit and debt arrangements require us
to meet certain financial tests that may affect our flexibility in planning for and
reacting to changes in our business, including possible acquisition opportunities;§
    
    we may need a substantial portion of our cash flow to make principal and interest
payments on our indebtedness, reducing the funds that would otherwise be available for
operation, future business opportunities and distributions to unitholders; and§
    
    our debt level may make us more vulnerable than our competitors with less debt to
competitive pressures or a downturn in our business or the economy generally.
  Increases in interest rates could materially adversely affect our business, results of
operations, cash flows and financial condition.
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We may not be able to fully execute our growth strategy if we encounter illiquid capital
markets or increased competition for investment opportunities.
    Our revolving credit facility contains operating and financial restrictions, including
covenants and restrictions that may be affected by events beyond our control, that may limit
our business and financing activities.
  §
    
    make distributions if any default or event of default occurs;§
    
    incur additional indebtedness or guarantee other indebtedness;§
    
    grant liens or make certain negative pledges;§
    
    make certain loans or investments;§
    
    make any material change to the nature of our business, including consolidations,
liquidations and dissolutions; or§
    
    enter into a merger, consolidation, sale and leaseback transaction or sale of assets.
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Restrictions in our revolving credit facility could limit our ability to make distributions
upon the occurrence of certain events.
  §
    
    failure to pay any principal, interest, fees, expenses or other amounts when due;§
    
    failure of any representation or warranty to be true and correct in any material
respect;§
    
    failure to perform or otherwise comply with the covenants in the credit agreement;§
    
    failure to pay any other material debt;§
    
    a bankruptcy or insolvency event involving us, our general partner or any of our
subsidiaries;§
    
    the entry of, and failure to pay, one or more adverse judgments in excess of a
specified amount against which enforcement proceedings are brought or that are not stayed
pending appeal;§
    
    a change in control of us;§
    
    a judgment default or a default under any material agreement if such default could have
a material adverse effect on us; and§
    
    the occurrence of certain events with respect to employee benefit plans subject to
ERISA.
  Our pipeline integrity program may impose significant costs and liabilities on us.
  Our growth strategy may adversely affect our results of operations if we do not successfully
integrate the businesses that we acquire or if we substantially increase our indebtedness and
contingent liabilities to make acquisitions.
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§
    
    difficulties in the assimilation of the operations, technologies, services and products
of the acquired companies or business segments;§
    
    establishing the internal controls and procedures that we are required to maintain
under the Sarbanes-Oxley Act of 2002;§
    
    managing relationships with new joint venture partners with whom we have not previously
partnered;§
    
    inefficiencies and complexities that can arise because of unfamiliarity with new assets
and the businesses associated with them, including with their markets; and§
    
    diversion of the attention of management and other personnel from day-to-day business
to the development or acquisition of new businesses and other business opportunities.
  Because our general partner does not own incentive distribution rights in our distributions, we may elect to acquire or build energy infrastructure assets that have a lower expected return on investment than a similarly situated publicly traded energy partnership whose partner owns incentive distribution rights.
  We may not be able to make acquisitions or to make acquisitions on economically acceptable
terms, which may limit our ability to grow.
  Acquisitions that appear to be accretive may nevertheless reduce our cash from operations on a
per unit basis.
  §
    
    mistaken assumptions about volumes, revenues and costs, including synergies;§
    
    an inability to integrate successfully the businesses we acquire;§
    
    a decrease in our liquidity as a result of our using a significant portion of our
available cash or borrowing capacity to finance the acquisition;§
    
    a significant increase in our interest expense or financial leverage if we incur
additional debt to finance the acquisition;§
    
    the assumption of unknown liabilities for which we are not indemnified or for which our
indemnity is inadequate;
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§
    
    an inability to hire, train or retain qualified personnel to manage and operate our
growing business and assets;§
    
    limitations on rights to indemnity from the seller;§
    
    mistaken assumptions about the overall costs of equity or debt;§
    
    the diversion of managements and employees attention from other business concerns;§
    
    unforeseen difficulties operating in new product areas or new geographic areas; and§
    
    customer or key employee losses at the acquired businesses.
  We depend in large part on EPO and the continued success of its business as we operate our
assets as part of their value chain, and adverse changes in its related businesses may reduce
our revenue, earnings or cash available for distribution.
   The credit and risk profile of our general partner and its owners could adversely affect our
credit ratings and risk profile, which could increase our borrowing costs or hinder our ability
to raise capital.
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A natural disaster, catastrophe or other event could result in severe personal injury, property
damage and environmental damage, which could curtail our operations and otherwise materially
adversely affect our cash flow and, accordingly, affect the market price of our common units.
    Our construction of new assets is subject to regulatory, environmental, political, legal and
economic risks, which may result in delays, increased costs or decreased cash flows.
  §
    
    we may be unable to complete construction projects on schedule or at the budgeted cost
due to the unavailability of required construction personnel or materials, accidents,
weather conditions or an inability to obtain necessary permits;
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§
    
    we will not receive any material increases in revenues until the project is completed,
even though we may have expended considerable funds during the construction phase, which
may be prolonged;§
    
    we may construct facilities to capture anticipated future growth in production or
demand in a region in which such growth does not materialize;§
    
    since we are not engaged in the exploration for and development of natural gas
reserves, we may not have access to third-party estimates of reserves in an area prior to
our constructing facilities in the area. As a result, we may construct facilities in an
area where the reserves are materially lower than we anticipate;§
    
    where we do rely on third-party estimates of reserves in making a decision to construct
facilities, these estimates may prove to be inaccurate because there are numerous
uncertainties inherent in estimating reserves; and§
    
    we may be unable to obtain rights-of-way to construct additional pipelines or the cost
to do so may be uneconomical.
  Federal, state or local regulatory measures could materially affect our business, results of
operations, cash flows and financial condition.
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Our partnership status may be a disadvantage to us in calculating our cost of service for
rate-making purposes.
  Environmental costs and liabilities and changing environmental regulation could materially
affect our results of operations, cash flows and financial condition.
   We are subject to strict regulations at many of our facilities regarding employee safety, and
failure to comply with these regulations could adversely affect our ability to make
distributions to our unitholders.
  We depend on EPO and certain other key customers for a significant portion of our revenues. The
loss of any of these key customers could result in a decline in our revenues and cash available
to make distributions to our unitholders.
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We are exposed to the credit risks of our key customers, and any material nonpayment or
nonperformance by our key customers could reduce our ability to make distributions to our
unitholders.
  We depend on the leadership and involvement of Dan L. Duncan and other key personnel for the
success of our and our subsidiaries businesses.
  Successful development of LNG import terminals outside our areas of operations could reduce the
demand for our services.
  We do not own all of the land on which our pipelines and facilities are located, which could
disrupt our operations.
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Mergers among our customers or competitors could result in lower volumes being shipped on our
pipelines, thereby reducing the amount of cash we generate.
  Because of our lack of asset and geographic diversification, adverse developments in our
pipeline operations would reduce our ability to make distributions to our unitholders.
  Terrorist attacks aimed at our facilities or our customers facilities could adversely affect
our business, results of operations, cash flows and financial condition.
  Risks Inherent in an Investment in Us
 Enterprise Products Partners and its affiliates, EPO and EPCO and its affiliates may compete
with us, and business opportunities may be directed by contract to those affiliates prior to us
under the administrative services agreement.
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Our general partner and its affiliates own a controlling interest in us and have conflicts of
interest and limited fiduciary duties, which may permit them to favor their own interests to
your detriment.
  §
    
    Enterprise Products Partners, EPCO and their affiliates may engage in substantial
competition with us on the terms set forth in an amended and restated administrative
services agreement.§
    
    Neither our partnership agreement nor any other agreement requires EPCO, Enterprise
Products Partners, Enterprise GP Holdings and TEPPCO or their affiliates (other than our
general partner) to pursue a business strategy that favors us. Directors and officers of
EPCO and the general partners of Enterprise Products Partners, Enterprise GP Holdings and
TEPPCO and their affiliates have a fiduciary duty to make decisions in the best interest
of their shareholders or unitholders, which may be contrary to our interests.§
    
    Our general partner is allowed to take into account the interests of parties other than
us, such as EPCO, Enterprise Products Partners, Enterprise GP Holdings and TEPPCO and
their affiliates, in resolving conflicts of interest, which has the effect of limiting its
fiduciary duty to our unitholders.§
    
    Some of the officers of EPCO who provide services to us also may devote significant
time to the business of Enterprise Products Partners, Enterprise GP Holdings and TEPPCO,
and will be compensated by EPCO for such services.§
    
    Our partnership agreement limits the liability and reduces the fiduciary duties of our
general partner, while also restricting the remedies available to our unitholders for
actions that, without these limitations, might constitute breaches of fiduciary duty. By
purchasing common units, unitholders will be deemed to have consented to some actions and
conflicts of interest that might otherwise constitute a breach of fiduciary or other
duties under applicable law.§
    
    Our general partner determines the amount and timing of asset purchases and sales,
operating expenditures, capital expenditures, borrowings, repayments of indebtedness,
issuances of additional partnership securities and cash reserves, each of which can affect
the amount of cash that is available for distribution to our unitholders.§
    
    Our general partner determines which costs, including allocated overhead, incurred by
it and its affiliates are reimbursable by us.§
    
    EPO or TEPPCO may propose to contribute additional assets to us and, in making such
proposal, the directors of those entities have a fiduciary duty to their unitholders and
not to our unitholders.§
    
    Our partnership agreement does not restrict our general partner from causing us to pay
it or its affiliates for any services rendered on terms that are fair and reasonable to us
or entering into additional contractual arrangements with any of these entities on our
behalf.§
    
    Our general partner intends to limit its liability regarding our contractual
obligations.§
    
    Our general partner may exercise its rights to call and purchase all of our common
units if, at any
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time, it and its affiliates own 80% or more of the outstanding common units.§
    
    Our general partner controls the enforcement of obligations owed to us by it and its
affiliates, including the administrative services agreement.§
    
    Our general partner decides whether to retain separate counsel, accountants or others
to perform services for us.
  We may be limited in our ability to consummate transactions, including acquisitions with
affiliates of our general partner.
  EPCOs employees may be subjected to conflicts in managing our business and the allocation of
time and compensation costs between our business and the business of EPCO and its other
affiliates.
    An affiliate of EPO has the power to appoint and remove our directors and management.
  Our general partner has a limited call right that may require unitholders to sell their common
units at an undesirable time or price.
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§
    
    the average of the daily closing prices of the common units over the 20 trading days
preceding the date three days before notice of exercise of the call right is first mailed
and§
    
    the highest price paid by our general partner or any of its affiliates for common units
during the 90-day period preceding the date such notice is first mailed.
  Our partnership agreement limits our general partners fiduciary duties to unitholders and
restricts the remedies available to unitholders for actions taken by our general partner that
might otherwise constitute breaches of fiduciary duty.
  §
    
    permits our general partner to make a number of decisions in its individual capacity,
as opposed to in its capacity as our general partner. This entitles our general partner
to consider only the interests and factors that it desires, and it has no duty or
obligation to give any consideration to any interest of, or factors affecting, us, our
affiliates or any limited partner. Examples include the exercise of its limited call
right, its rights to vote or transfer our common units it owns, its registration rights
and the determination of whether to consent to any merger or consolidation of the
partnership, or amendment to the partnership agreement;§
    
    provides in the absence of bad faith by the Audit, Conflicts and Governance Committee
or our general partner, the resolution, action or terms made, taken or provided in
connection with a potential conflict of interest transaction will be conclusive and
binding on all persons (including all partners) and will not constitute a breach of the
partnership agreement or any standard of care or duty imposed by law;§
    
    provides the general partner shall not be liable to the partnership or any partner for
its good faith reliance on the provisions of the partnership agreement to the extent it
has duties, including fiduciary duties, and liabilities at law or in equity;§
    
    generally provides that affiliate transactions and resolutions of conflicts of interest
not approved by the audit and conflicts committee of the board of directors of our general
partner must be on terms no less favorable to us than those generally provided to or
available from unrelated third parties or be fair and reasonable to us;§
    
    provides that it shall be presumed that the resolution of any conflicts of interest by
our general partner or the audit, conflicts and governance committee was not made in bad
faith, and in any proceeding brought by or on behalf of any limited partner or us, the
person bringing or prosecuting
 35




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##### Table of Contents



such proceeding will have the burden of overcoming such presumption; and§
    
    provides that our general partner and its officers and directors will not be liable for
monetary damages to us or our limited partners for any acts or omissions unless there has
been a final and non-appealable judgment entered by a court of competent jurisdiction
determining that the general partner or those other persons acted in bad faith or engaged
in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge
that the conduct was criminal.
  Unitholders have limited voting rights and are not entitled to elect our general partner or its
directors, which could lower the trading price of our common units.
   We may issue additional units without our unitholders approval, which would dilute our
unitholders ownership interests.
  §
    
    the ownership interest of unitholders immediately prior to the issuance will decrease;§
    
    the amount of cash available for distributions on each common unit may decrease;§
    
    the relative voting strength of each previously outstanding common unit may be
diminished;§
    
    the ratio of taxable income to distributions may increase; and§
    
    the market price of our common units may decline.
 Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our
common units.
  36




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##### Table of Contents



We have a holding company structure in which our subsidiaries conduct our operations and own
our operating assets, which may affect our ability to make distributions to our unitholders.
   We do not have the same flexibility as other types of organizations to accumulate cash and
equity to protect against illiquidity in the future.
  Cost reimbursements to EPCO and its affiliates will reduce cash available for distribution to
our unitholders.
  Unitholders may not have limited liability if a court finds that unitholder action constitutes
control of our business.
  §
    
    we were conducting business in a state, but had not complied with that particular
states partnership statute; or§
    
    unitholders right to act with other unitholders to remove or replace our general
partner, to approve
 37




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##### Table of Contents



some amendments to our partnership agreement or to take other actions under our partnership
agreement constituted control of our business.
 Unitholders may have liability to repay distributions.
  Our general partners interest in us and the control of our general partner may be transferred
to a third party without unitholder consent.
  Tax Risks to Common Unitholders
 Our tax treatment depends on our status as a partnership for federal income tax purposes, as
well as our not being subject to a material amount of entity-level taxation by individual
states. If the IRS were to treat us as a corporation or if we were to become subject to a
material amount of entity-level taxation for state tax purposes, then our cash distributions to
our unitholders would be substantially reduced.
    38




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##### Table of Contents



The tax treatment of publicly traded partnerships or an investment in our common units could be
subject to potential legislative, judicial or administrative changes and differing
interpretations, possibly on a retroactive basis.
  We prorate our items of income, gain, loss and deduction between transferors and transferees of
our common units each month based upon the ownership of our common units on the first day of
each month, instead of on the basis of the date a particular common unit is transferred.
  A successful IRS contest of the federal income tax positions we take may adversely impact the
market for our common units, and the costs of any contests will be borne by our unitholders and
our general partner.
  Even if our common unitholders do not receive any cash distributions from us, they will be
required to pay taxes on their share of our taxable income.
  39




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##### Table of Contents



Tax gain or loss on the disposition of our common units could be different than expected.
  Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that
may result in adverse tax consequences to them.
  We treat each purchaser of our common units as having the same tax benefits without regard to
the common units purchased. The IRS may challenge this treatment, which could result in a
decrease in the value of our common units.
  Our common unitholders will likely be subject to state and local taxes and return filing
requirements in states where they do not live as a result of an investment in our common units.
  The sale or exchange of 50% or more of our capital and profits interests during a twelve-month
period will result in the termination of our partnership for federal income tax purposes.
  
 Item 1B. Unresolved Staff Comments .
  40




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##### Table of Contents



Item 3. Legal Proceedings.
    
 Item 4. Submission of Matters to a Vote of Unitholders.
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Unitholder Matters and Issuer Purchases of
Equity Securities.
  Cash Distribution HistoryPrice Ranges
    
    Per
    
    Record
    
    Payment2007
    
    High
    
    Low
    
    Unit
    
    Date
    
    Date1st Quarter (1)
    
    $
    27.30
    
    
    $
    22.10
    
    
    $
    0.2440
    
    
    April 30, 2007
    
    May 9, 20072nd Quarter
    
    
    29.55
    
    
    
    24.80
    
    
    
    0.4000
    
    
    July 31, 2007
    
    August 8, 20073rd Quarter
    
    
    29.39
    
    
    
    20.25
    
    
    
    0.4100
    
    
    October 31, 2007
    
    November 7, 20074th Quarter
    
    
    25.20
    
    
    
    20.51
    
    
    
    0.4100
    
    
    January 31, 2008
    
    February 7, 2008
 
 (1)
    
    Our first cash distribution was prorated for the 55-day period from and including February 5,
2007 (the date of our initial public offering) through March 31, 2007 and based on a declared
quarterly distribution of $0.40 per unit.  41




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##### Table of Contents



Item 6. Selected Financial Data .
  Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the OneMonths Ended
    
    
    Month EndedDecember 31,
    
    
    January 31,
    
    For the Year Ended December 31,2007
    
    
    2007
    
    2006
    
    2005
    
    2004
    
    2003Operating Results Data:Revenues
    
    $
    797,044
    
    
    
    $
    66,674
    
    
    $
    924,478
    
    
    $
    953,397
    
    
    $
    748,931
    
    
    $
    668,234Income from continuing operations (1)
    
    $
    19,232
    
    
    
    $
    5,035
    
    
    $
    55,328
    
    
    $
    39,669
    
    
    $
    58,124
    
    
    $
    52,454Net income
    
    $
    19,232
    
    
    
    $
    5,035
    
    
    $
    55,337
    
    
    $
    39,087
    
    
    $
    58,124
    
    
    $
    52,454Basic and diluted net income per unit
    
    $
    0.930
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aCash distributions per common unit (2)
    
    $
    1.464
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aFinancial position data (at period end):Total assets (3)
    
    $
    982,406
    
    
    
    $
    810,847
    
    
    $
    804,112
    
    
    $
    642,840
    
    
    $
    590,487
    
    
    $
    581,816Long-term debt (4)
    
    $
    200,000
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aOwners net investment  Predecessor
    
    
    n/a
    
    
    
    $
    739,372
    
    
    $
    725,797
    
    
    $
    527,767
    
    
    $
    509,719
    
    
    $
    524,127Partners equity
    
    $
    316,775
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal common units outstanding
    
    
    20,302
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
 
 (1)
    
    Represents income before the cumulative effect of changes in accounting principles.(2)
    
    Represents cash distributions declared by the Partnership with respect to the eleven-month
period since its initial public offering.(3)
    
    Total assets have increased since our initial public offering due to our capital spending
program.(4)
    
    Represents the Partnerships revolving credit facility. See Note 11 of the Notes to
Financial Statements included under Item 8 of this annual report.  §
    
    Partial ownership of operating assets;§
    
    No historical results for our NGL Pipelines & Services Segment;§
    
    Increase in outstanding indebtedness;§
    
    Increased storage fees;
 42




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##### Table of Contents



§
    
    Special allocation of storage well and operational measurement gains and losses;§
    
    Decrease in propylene transportation rates; and§
    
    Additional general and administrative expenses.
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations .
 For the years ended December 31, 2007, 2006 and 2005.
  §
    
    Cautionary Note Regarding Forward-Looking Statements.§
    
    Significant Relationships Referenced in this Discussion and Analysis.§
    
    Overview of Business.§
    
    Recent Developments  Discusses significant developments since our initial public
offering in February 2007.§
    
    Basis of Financial Statement Presentation.§
    
    Results of Operations  Discusses material year-to-year variances in our Statements of
Consolidated/Combined Operations.§
    
    Liquidity and Capital Resources  Addresses available sources of liquidity and capital
resources and includes a discussion of our capital spending program.§
    
    Critical Accounting Policies and Estimates.§
    
    Other Items  Includes information related to contractual obligations, off-balance
sheet arrangements, related party transactions, recent accounting pronouncements and
similar disclosures.
  /d
BBtus
Bcf
MBPD
MMBbls
MMBtus
MMcf
    
    = per day
= billion British thermal units
= billion cubic feet
= thousand barrels per day
= million barrels
= million British thermal units
= million cubic feet
  43




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##### Table of Contents



Cautionary Note Regarding Forward-Looking Statements
 This annual report 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, seek, goal, forecast, intend, could, should, will, believe,
may, potential 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 of this annual report. 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.
 Significant Relationships Referenced in this Discussion and Analysis
          44




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##### Table of Contents



Overview of Business
   §
    
    Mont Belvieu Caverns owns and operates salt dome caverns and a brine system located in
Mont Belvieu, Texas.§
    
    Acadian Gas gathers, transports, stores and markets natural gas in Louisiana utilizing
over 1,000 miles of high-pressure transmission pipelines and lateral and gathering lines
with an aggregate throughput capacity of one billion cubic feet per day (the Acadian Gas
System), including a 27-mile pipeline owned by our unconsolidated affiliate Evangeline
Gas Pipeline L.P. (Evangeline) and a leased storage cavern with three billion cubic feet
of storage capacity.§
    
    Lou-Tex Propylene owns a 263-mile pipeline used to transport chemical-grade propylene
from Sorrento, Louisiana to Mont Belvieu, Texas.§
    
    Sabine Propylene owns a 21-mile pipeline used to transport polymer-grade propylene from
Port Arthur, Texas to a pipeline interconnect in Cameron Parish, Louisiana on a
transport-or-pay basis.§
    
    South Texas NGL owns the DEP South Texas NGL Pipeline System, which is a 286-mile NGL
pipeline extending from Corpus Christi, Texas to Mont Belvieu, Texas that commenced
operations in January 2007.
 45




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##### Table of Contents



Recent Developments
  §
    
    In January 2008, the board of directors of our general partner declared a quarterly
cash distribution rate of $0.41 per common unit. This distribution was paid on February
7, 2008 to unitholders of record on January 31, 2008. The following table summarizes our
quarterly cash distributions since our initial public offering:
 Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date1st Quarter 2007 (1)
    
    $
    0.244
    
    
    Apr. 30, 2007
    
    May 9, 20072nd Quarter 2007
    
    $
    0.400
    
    
    Jul. 31, 2007
    
    Aug. 8, 20073rd Quarter 2007
    
    $
    0.410
    
    
    Oct. 31, 2007
    
    Nov. 7, 20074th Quarter 2007
    
    $
    0.410
    
    
    Jan. 31, 2008
    
    Feb. 7, 2008
 
 (1)
    
    Distribution per unit based on a declared quarterly distribution
of $0.400 pro-rated over 55 days. §
    
    In July 2007, the board of directors of our general partner announced changes to its
senior management team that became effective August 1, 2007. The board of directors of our
general partner elected W. Randall Fowler as executive vice president and chief financial
officer, Mr. Fowler was promoted to fill the position vacated by Michael A. Creel, who
became the president and chief executive officer of Enterprise Products Partners.
 Basis of Financial Statement Presentation
   46




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Partial Ownership of Operating Assets .
 No Historical Results for Our NGL Pipelines & Services Segment .
 Increase in Outstanding Indebtedness .
 Increased Storage Fees .
 Special Allocation of Storage Well and Operational Measurement Gains and Losses .
  Decrease in Propylene Transportation Rates .
 47




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##### Table of Contents



Additional General and Administrative Expenses .
 Results of Operations
  §
    
    NGL & Petrochemical Storage Services;§
    
    Onshore Natural Gas Pipelines & Services;§
    
    Petrochemical Pipeline Services; and§
    
    NGL Pipelines & Services.
     48




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Selected Volumetric Data
  Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the OneMonths Ended
    
    
    Month Ended
    
    For the Year EndedDecember 31,
    
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005Onshore Natural Gas Pipelines & Services,
net:Natural gas throughput volumes (BBtus/d)Acadian Gas System transportation volumes
    
    
    416
    
    
    
    
    420
    
    
    
    434
    
    
    
    323Acadian Gas System sales volumes
    
    
    310
    
    
    
    
    281
    
    
    
    325
    
    
    
    317Total natural gas throughput volumes
    
    
    726
    
    
    
    
    701
    
    
    
    759
    
    
    
    640Petrochemical Pipeline Services, net:Propylene throughput volumes (MBPD)Lou-Tex Propylene Pipeline
    
    
    25
    
    
    
    
    24
    
    
    
    27
    
    
    
    23Sabine Propylene Pipeline
    
    
    12
    
    
    
    
    13
    
    
    
    10
    
    
    
    10Total propylene throughput volumes
    
    
    37
    
    
    
    
    37
    
    
    
    37
    
    
    
    33NGL Pipelines & Services, net:NGL throughput volumes (MBPD)DEP South Texas NGL Pipeline System
    
    
    73
    
    
    
    
    67
    
    
    
    
    
    
    
    
 Comparison of Results of Operations
  Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the One MonthMonths Ended
    
    
    Ended
    
    For the Year EndedDecember 31,
    
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005Revenues
    
    $
    797,044
    
    
    
    $
    66,674
    
    
    $
    924,478
    
    
    $
    953,397Operating Costs and expenses
    
    
    745,026
    
    
    
    
    61,187
    
    
    
    867,060
    
    
    
    909,044General and administrative
    
    
    4,022
    
    
    
    
    477
    
    
    
    3,486
    
    
    
    4,483Equity in income of unconsolidated affiliates
    
    
    157
    
    
    
    
    25
    
    
    
    958
    
    
    
    331Operating income
    
    
    48,153
    
    
    
    
    5,035
    
    
    
    54,890
    
    
    
    40,201Parent interest in income of subsidiaries (1)
    
    
    19,973
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    19,232
    
    
    
    
    5,035
    
    
    
    55,337
    
    
    
    39,087
 
 (1)
    
    In connection with our initial public offering, EPO contributed to us 66% of the equity interests in Mont Belvieu Caverns,
Acadian Gas, Lou-Tex Propylene, Sabine Propylene and South Texas NGL. EPO retained the remaining 34% equity interest in each of
these entities. We account for EPOs share of our subsidiaries net assets and income as Parent interest in subsidiaries and
Parent interest in income of subsidiaries, respectively, in a manner similar to minority interest. 49




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Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the One MonthMonths Ended
    
    
    Ended
    
    For the Year EndedDecember 31,
         
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005NGL & Petrochemical Storage Services
    
    $
    36,419
    
    
    
    $
    1,770
    
    
    $
    23,940
    
    
    $
    16,636Onshore Natural Gas Pipelines & Services
    
    
    11,133
    
    
    
    
    1,605
    
    
    
    20,144
    
    
    
    18,939Petrochemical Pipeline Services
    
    
    11,649
    
    
    
    
    2,700
    
    
    
    35,710
    
    
    
    28,567NGL Pipelines & Services
    
    
    19,479
    
    
    
    
    1,646
    
    
    
    
    
    
    
    Total segment gross operating margin
    
    $
    78,680
    
    
    
    $
    7,721
    
    
    $
    79,794
    
    
    $
    64,142
   Duncan EnergyPartners
             
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the OneMonths Ended
             
    
    Month Ended
    
    For the Year Ended December 31,December 31, 2007
    
    
    January 31, 2007
    
    2006
    
    2005NGL & Petrochemical Storage Services
    
    $
    66,315
    
    
    
    $
    5,164
    
    
    $
    59,144
    
    
    $
    52,838Onshore Natural Gas Pipelines & Services
    
    
    696,134
    
    
    
    
    56,769
    
    
    
    826,247
    
    
    
    866,693Petrochemical Pipeline Services
    
    
    14,401
    
    
    
    
    2,990
    
    
    
    39,087
    
    
    
    33,866NGL Pipelines & Services
    
    
    20,194
    
    
    
    
    1,751
    
    
    
    
    
    
    
    Total revenues
    
    $
    797,044
    
    
    
    $
    66,674
    
    
    $
    924,478
    
    
    $
    953,397
 Comparison of Year Ended December 31, 2007 with Year End December 31, 2006
    50




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NGL & Petrochemical Storage Services
  Onshore Natural Gas Pipelines & Services
 51




---



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Petrochemical Pipeline Services
 NGL Pipelines & Services
 Comparison of Year Ended December 31, 2006 with Year End December 31, 2005
        NGL & Petrochemical Storage Services
 52




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Onshore Natural Gas Pipelines & Services
 Petrochemical Pipeline Services
 General Outlook for 2008
  §
    
    We believe demand for our NGL and petrochemical storage services, which are
critical to the operations of our petrochemical and refining customers and EPO, will
be consistent with 2007. We believe we may have opportunities to increase revenues at
this facility through an increase in NGL imports, new contracts, higher volumes and an
increase in fees.§
    
    We believe that the current strength of the domestic and global economies should
continue to drive increased demand for all forms of energy despite fluctuating
commodity prices. The largest of our NGL customers in the ethylene and propylene
industries continue to see strong demand for their products. The NGL products ethane
and propane continue to be the preferred feedstocks for the ethylene industry due to
the higher cost of crude oil derivatives.
 Liquidity and Capital Resources
  53




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Registration Statements
  Cash Flows from Operating, Investing and Financing Activities
  For the ElevenMonths EndedDecember 31,2007Net cash flows provided by operating activities
    
    $
    93,716Cash used in investing activities
    
    
    173,680Cash provided by financing activities
    
    
    82,160
  Operating activities
  54




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Investing activities
   Financing activities
    55




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Critical Accounting Policies and Estimates
  Depreciation methods and estimated useful lives of property, plant and equipment
  §
    
    changes in laws and regulations that limit the estimated economic life of an asset;§
    
    changes in technology that render an asset obsolete;§
    
    changes in expected salvage values; or§
    
    changes in the forecast life of applicable resource basins, if any.
  Measuring recoverability of long-lived assets and equity method investments
  56




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Amortization methods and estimated useful lives of qualifying intangible assets
     Our revenue recognition policies and use of estimates for revenues and expenses
   57




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Natural gas imbalances
   58




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Other Items
 Contractual Obligations
  Payment or Settlement due by PeriodLess than
    
    1-3
    
    3-5
    
    More thanContractual Obligations(1)
    
    Total
    
    1 year
    
    years
    
    years
    
    5 yearsScheduled maturities of long term debt (2)
    
    $
    200,000
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000
    
    
    $
    Estimated cash interest payments (3)
    
    $
    37,547
    
    
    $
    11,765
    
    
    $
    23,705
    
    
    $
    2,077
    
    
    $
    Operating lease obligations (4)
    
    $
    2,719
    
    
    $
    553
    
    
    $
    962
    
    
    $
    976
    
    
    $
    228Purchase obligations:Product purchase commitments:Estimated payment obligations:Natural gas (5)
    
    $
    685,600
    
    
    $
    137,345
    
    
    $
    273,940
    
    
    $
    274,315
    
    
    $
    Other
    
    $
    42
    
    
    $
    42
    
    
    $
    
    
    
    $
    
    
    
    $
    Underlying major volume commitments:Natural gas (in BBtus)
    
    
    91,350
    
    
    
    18,300
    
    
    
    36,500
    
    
    
    36,550
    
    
    
    Capital expenditure commitments (6)
    
    $
    20,731
    
    
    $
    20,731
    
    
    $
    
    
    
    $
    
    
    
    $
    Other long-term liabilities (7)
    
    $
    3,937
    
    
    $
    
    
    
    $
    3,082
    
    
    $
    
    
    
    $
    855Total
    
    $
    950,576
    
    
    $
    170,436
    
    
    $
    301,689
    
    
    $
    477,368
    
    
    $
    1,083
 
 (1)
    
    The contractual obligations presented in this table reflect 100% of our subsidiaries obligations even though we own less than a 100% equity interest in our operating
subsidiaries.(2)
    
    Represents principal outstanding under our revolving credit facility, which matures in February 2011. See Note 11 of the Notes to Financial Statements included under Item 8 of
this annual report for information regarding our debt obligations.(3)
    
    Represents estimated variable-rate interest expense under our revolving credit facility. For purposes of this presentation, we used the weighted-average interest rate for 2007
of 6.23% for all periods through maturity of the underlying debt.(4)
    
    Primarily represents operating leases for an underground natural gas storage cavern and pipeline right-of-way. See Note 17 of the Notes to Financial Statements included under
Item 8 of this annual report for information regarding our operating leases.(5)
    
    Represents natural gas purchase commitments of Acadian Gas to satisfy its sales commitments to Evangeline. See Note 17 of the Notes to Financial Statements included under Item 8
of this annual report for information regarding our purchase obligations.(6)
    
    Capital expenditure commitments are reflected on a 100% basis. We expect reimbursements of $17.7 million from EPO.(7)
    
    As presented on our Consolidated Balance Sheet at December 31, 2007, other long-term liabilities represents (i) liabilities recorded in connection with our interest rate risk
hedging portfolio that we expect to settle in 2010 and (ii) liabilities for asset retirement obligations that we expect to settle beyond 2012. For information regarding our
financial instruments and asset retirement obligations, see Notes 5 and 8, respectively, of our Notes to Financial Statements included under Item 8 of this annual report. Off-Balance Sheet Arrangements
   Summary of Related Party Transactions
  59




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##### Table of Contents



Non-GAAP Reconciliations
  Duncan EnergyPartners
             
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the OneMonths Ended
    
    
    Month Ended
    
    For the Year EndedDecember 31,
             
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005Total non-GAAP segment gross operating margin
    
    $
    78,680
    
    
    
    $
    7,721
    
    
    $
    79,794
    
    
    $
    64,142Adjustments to reconcile total non-GAAP segment
gross operating to GAAP net income:Depreciation, amortization and accretion in
operating costs and expenses
    
    
    (26,524
    )
    
    
    
    (2,209
    )
    
    
    (21,443
    )
    
    
    (19,453
    )Gain (loss) on sale of assets in operating costs
and expenses
    
    
    19
    
    
    
    
    
    
    
    
    25
    
    
    
    (5
    )General and administrative costs
    
    
    (4,022
    )
    
    
    
    (477
    )
    
    
    (3,486
    )
    
    
    (4,483
    )GAAP operating income
    
    
    48,153
    
    
    
    
    5,035
    
    
    
    54,890
    
    
    
    40,201Other income (expense), net
    
    
    (8,641
    )
    
    
    
    
    
    
    
    459
    
    
    
    (532
    )Provision for income taxes
    
    
    (307
    )
    
    
    
    
    
    
    
    (21
    )
    
    
    Parent interest in subsidiaries
    
    
    (19,973
    )
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of accounting changes
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    (582
    )GAAP net income
    
    $
    19,232
    
    
    
    $
    5,035
    
    
    $
    55,337
    
    
    $
    39,087
 Cumulative Effect of Changes in Accounting Principles
  §
    
    We recognized, as a benefit, a cumulative effect of a change in accounting principle of
$9 thousand in 2006 based on the Statement of Financial Accounting Standards (SFAS)
123(R), Share-Based Payment, requirements to recognize compensation expense based upon
the grant date fair value of an equity award and the application of an estimated
forfeiture rate to unvested awards.§
    
    We recorded a $0.6 million non-cash expense related to certain asset retirement
obligations in 2005 due to our implementation of Financial Accounting Standards Board
(FASB) Interpretation 47 as of December 31, 2005.
  Recent Accounting Developments
  §
    
    SFAS 157, Fair Value Measurements;§
    
    SFAS 160, Noncontrolling Interests in Consolidated Financial Statements  an
amendment of ARB No. 51;§
    
    SFAS 141(R), Business Combinations.
 60




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##### Table of Contents



Insurance Matters
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  Interest Rate Risk Hedging Program
  Number
    
    Period Covered
    
    Termination
    
    Variable to
    
    NotionalHedged Variable Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Fixed Rate(1)
    
    ValueDuncan Energy Partners Revolver, due Feb. 2011
    
    3
    
    Sep. 2007 to Sep. 2010
    
    Sep. 2010
    
    4.84% to 4.62%
    
    $175.0 million
 
 (1)
    
    Amounts receivable from or payable to the swap counterparties are settled every three months (the settlement period).   Swap Fair Value atResulting
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2007
    
    2008FV assuming no change in underlying interest rates
    
    Liability
    
    $
    3,782
    
    
    $
    7,749FV assuming 10% increase in underlying interest rates
    
    Liability
    
    
    2,245
    
    
    
    6,563FV assuming 10% decrease in underlying interest rates
    
    Liability
    
    
    5,319
    
    
    
    8,934
 Commodity Risk Hedging Program
   61




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##### Table of Contents



Commodity Financial Instrument Portfolio FV atResulting
    
    December 31,
    
    December 31,
    
    February 12,Scenario
    
    Classification
    
    2006
    
    2007
    
    2008FV assuming no change in underlying commodity prices
    
    Asset
    
    $
    2
    
    
    $
    32
    
    
    $
    1FV assuming 10% increase in underlying commodity
prices
    
    Asset (Liability)
    
    
    12
    
    
    
    (409
    )
    
    
    1FV assuming 10% decrease in underlying commodity
prices
    
    Asset
    
    
    12
    
    
    
    475
    
    
    
    1
 Product purchase commitments
  62




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 DUNCAN ENERGY PARTNERS L.P.
INDEX TO FINANCIAL STATEMENTS
 Page No.Report of Independent Registered Public Accounting Firm
    
    64Consolidated Balance Sheet as of December 31, 2007; Combined
Balance Sheet as of December 31, 2006
    
    65Statement of Consolidated Operations and Comprehensive Income
for the Eleven Months Ended December 31, 2007;
Statements of Combined Operations and Comprehensive Income for the
Month Ended January 31, 2007 and Years Ended December 31, 2006 and 2005
    
    66Statement of Consolidated Cash Flows for the Eleven Months
Ended December 31, 2007;
Statements of Combined Cash Flows for the Month Ended
January 31, 2007 and Years Ended December 31, 2006 and 2005
    
    67Statement of Consolidated Partners Equity for the Eleven Months
Ended December 31, 2007;
Statements of Owners Net Investment for the Month Ended
January 31, 2007 and Years Ended December 31, 2006 and 2005
    
    68Notes to Financial StatementsNote 1  Background and Basis of Financial Statement Presentation
    
    69Note 2  Summary of Significant Accounting Policies
    
    72Note 3  Recent Accounting Developments
    
    80Note 4  Revenue Recognition
    
    82Note 5  Financial Instruments
    
    82Note 6  Cumulative Effect of Changes in Accounting Principles
    
    83Note 7  Inventories
    
    84Note 8  Property, Plant and Equipment
    
    85Note 9  Investments in and Advances to Unconsolidated Affiliate
    
    85Note 10  Intangible Assets
    
    87Note 11  Debt Obligations
    
    87Note 12  Partners Equity/Owners Net Investment and Distributions
    
    90Note 13  Parent Interest in Subsidiaries
    
    91Note 14  Business Segments
    
    92Note 15  Related Party Transactions
    
    96Note 16  Earnings Per Unit
    
    102Note 17  Commitments and Contingencies
    
    103Note 18  Significant Risks and Uncertainties
    
    105Note 19  Supplemental Cash Flow Information
    
    106Note 20  Quarterly Financial Information (Unaudited)
    
    107Note 21  Subsequent Events
    
    107
 63




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##### Table of Contents



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 64




---



##### Table of Contents



DUNCAN ENERGY PARTNERS L.P.
 
 CONSOLIDATED/COMBINED BALANCE SHEETS
 (Dollars in thousands)
 December 31,2007
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    2,199
    
    
    $
    Accounts receivable  trade, net of allowance for doubtful accounts
of $47 at December 31, 2007 and $402 at December 31, 2006
    
    
    77,912
    
    
    
    71,776Accounts receivable  related parties
    
    
    3,007
    
    
    
    Inventories
    
    
    8,510
    
    
    
    13,538Prepaid and other current assets
    
    
    2,772
    
    
    
    792Total current assets
    
    
    94,400
    
    
    
    86,106Property, plant and equipment, net
    
    
    877,510
    
    
    
    707,649Investments in and advances to unconsolidated affiliate
    
    
    3,490
    
    
    
    3,391Intangible assets, net of accumulated amortization of $1,393 at
December 31, 2007 and $1,161 at December 31, 2006
    
    
    6,733
    
    
    
    6,966Other assets
    
    
    273
    
    
    
    Total assets
    
    $
    982,406
    
    
    $
    804,112LIABILITIES AND PARTNERS EQUITY/OWNERS NET INVESTMENTCurrent liabilitiesAccounts payable  trade
    
    $
    17,367
    
    
    $
    702Accounts payable  related parties
    
    
    21,712
    
    
    
    Accrued products payables
    
    
    57,474
    
    
    
    62,571Accrued costs and expenses
    
    
    1,204
    
    
    
    5,093Accrued interest
    
    
    186
    
    
    
    Other current liabilities
    
    
    7,537
    
    
    
    9,263Total current liabilities
    
    
    105,480
    
    
    
    77,629Long-term Debt(See Note 11)
    
    
    200,000
    
    
    
    Other long-term liabilities
    
    
    3,937
    
    
    
    686Parent interest in subsidiaries
    
    
    356,214
    
    
    
    Commitments and ContingenciesPartners equity/Owners net investment:Limited partners (20,301,571 common units outstanding at December 31, 2007)
    
    
    319,769
    
    
    
    General partner
    
    
    599
    
    
    
    Accumulated other comprehensive loss
    
    
    (3,593
    )
    
    
    Owners net investment  Predecessor
    
    
    
    
    
    
    725,797Total partners equity/owners net investment
    
    
    316,775
    
    
    
    725,797Total liabilities and partners equity/owners net investment
    
    $
    982,406
    
    
    $
    804,112
  65




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##### Table of Contents



DUNCAN ENERGY PARTNERS L.P.
 
 STATEMENTS OF CONSOLIDATED/COMBINED OPERATIONS
 AND COMPREHENSIVE INCOME
 (Dollars in thousands)
 Duncan EnergyPartners
    
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    
    For the One
    
    
    For theMonths Ended
    
    
    
    Month Ended
    
    
    Year EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,2007
    
    
    
    2007
    
    
    2006
    
    
    2005RevenuesThird parties
    
    
    $482,414
    
    
    
    
    $42,657
    
    
    
    $528,501
    
    
    
    $534,568Related parties
    
    
    314,630
    
    
    
    
    24,017
    
    
    
    395,977
    
    
    
    418,829Total revenues (see Note 14)
    
    
    797,044
    
    
    
    
    66,674
    
    
    
    924,478
    
    
    
    953,397Costs and expensesOperating costs and expensesThird parties
    
    
    703,374
    
    
    
    
    58,038
    
    
    
    815,252
    
    
    
    848,066Related parties
    
    
    41,652
    
    
    
    
    3,149
    
    
    
    51,808
    
    
    
    60,978Total operating costs and expenses
    
    
    745,026
    
    
    
    
    61,187
    
    
    
    867,060
    
    
    
    909,044General and administrative costsThird parties
    
    
    1,619
    
    
    
    
    22
    
    
    
    203
    
    
    
    546Related parties
    
    
    2,403
    
    
    
    
    455
    
    
    
    3,283
    
    
    
    3,937Total general and administrative costs
    
    
    4,022
    
    
    
    
    477
    
    
    
    3,486
    
    
    
    4,483Total costs and expenses
    
    
    749,048
    
    
    
    
    61,664
    
    
    
    870,546
    
    
    
    913,527Equity in income of unconsolidated affiliate
    
    
    157
    
    
    
    
    25
    
    
    
    958
    
    
    
    331Operating income
    
    
    48,153
    
    
    
    
    5,035
    
    
    
    54,890
    
    
    
    40,201Other income (expense)Interest expense
    
    
    (9,279
    )
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    638
    
    
    
    
    
    
    
    
    
    
    
    
    Other, net
    
    
    
    
    
    
    
    
    
    
    
    459
    
    
    
    (532
    )Other expense
    
    
    (8,641
    )
    
    
    
    
    
    
    
    459
    
    
    
    (532
    )Income before provision for income taxes, parent interest in
subsidiaries and cumulative effect of changes in
accounting principles
    
    
    39,512
    
    
    
    
    5,035
    
    
    
    55,349
    
    
    
    39,669Provision for income taxes
    
    
    (307
    )
    
    
    
    
    
    
    
    (21
    )
    
    
    Income before parent interest in income of subsidiaries and
the cumulative effect of changes in accounting principle
    
    
    39,205
    
    
    
    
    5,035
    
    
    
    55,328
    
    
    
    39,669Parent interest in income of subsidiaries
    
    
    (19,973
    )
    
    
    
    
    
    
    
    
    
    
    
    Income before the cumulative effect of changes in
accounting principle
    
    
    19,232
    
    
    
    
    5,035
    
    
    
    55,328
    
    
    
    39,669Cumulative effect of changes in accounting
principles (see Note 6)
    
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    (582
    )Net income
    
    
    19,232
    
    
    
    
    5,035
    
    
    
    55,337
    
    
    
    39,087Change in fair value of cash flow hedges
    
    
    (3,593
    )
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    
    $  15,639
    
    
    
    
    $   5,035
    
    
    
    $55,337
    
    
    
    $39,087Net income allocation:(see Note 12)Limited partners interest in net income
    
    
    $  18,847General partner interest in net income
    
    
    $       385Earnings per unit :(see Note 16)Basic and diluted income per unit
    
    
    0.93
  66




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DUNCAN ENERGY PARTNERS L.P.
 
 STATEMENTS OF CONSOLIDATED/COMBINED CASH FLOWS
(Dollars in thousands)
 Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor the Eleven
    
    
    For the One
    
    For theMonths Ended
    
    
    Month Ended
    
    Year EndedDecember 31,
    
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005Operating ActivitiesNet income
    
    $
    19,232
    
    
    
    $
    5,035
    
    
    $
    55,337
    
    
    $
    39,087Adjustments to reconcile net income to net cash flows
provided by (used in) operating activities:Depreciation, amortization and accretion in
operating costs and expenses
    
    
    26,524
    
    
    
    
    2,209
    
    
    
    21,443
    
    
    
    19,453Depreciation and amortization in general
and administrative costs
    
    
    205
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization in interest expense
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    
    Equity in income of unconsolidated affiliate
    
    
    (157
    )
    
    
    
    (25
    )
    
    
    (958
    )
    
    
    (331
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    582Parent interest in income of subsidiaries
    
    
    19,973
    
    
    
    
    
    
    
    
    
    
    
    
    Loss (gain) on sale of assets
    
    
    (19
    )
    
    
    
    
    
    
    
    (25
    )
    
    
    5Deferred income tax expense
    
    
    91
    
    
    
    
    
    
    
    
    21
    
    
    
    Changes in fair market value of financial instruments
    
    
    157
    
    
    
    
    
    
    
    
    (56
    )
    
    
    52Effect of changes in operating accounts:Accounts receivable
    
    
    (17,271
    )
    
    
    
    8,088
    
    
    
    38,904
    
    
    
    (42,610
    )Inventories
    
    
    859
    
    
    
    
    4,169
    
    
    
    (3,684
    )
    
    
    (5,039
    )Prepaid and other current assets
    
    
    (1,650
    )
    
    
    
    13
    
    
    
    (11
    )
    
    
    312Accounts payable
    
    
    47,576
    
    
    
    
    65
    
    
    
    (469
    )
    
    
    1,049Accrued product payable
    
    
    7,982
    
    
    
    
    (13,080
    )
    
    
    (38,903
    )
    
    
    37,987Accrued expenses
    
    
    (13,018
    )
    
    
    
    (7,148
    )
    
    
    (8,325
    )
    
    
    (5,230
    )Accrued interest
    
    
    186
    
    
    
    
    
    
    
    
    
    
    
    
    Deposits from customers
    
    
    
    
    
    
    
    
    
    
    
    (316
    )
    
    
    (4,283
    )Other current liabilities
    
    
    2,926
    
    
    
    
    (2,841
    )
    
    
    (1,856
    )
    
    
    (459
    )Other long-term liabilities
    
    
    2
    
    
    
    
    (20
    )
    
    
    
    
    
    
    (7
    )Cash flows provided by (used in) operating activities
    
    
    93,716
    
    
    
    
    (3,535
    )
    
    
    61,093
    
    
    
    40,568Investing ActivitiesCapital expenditures
    
    
    (177,628
    )
    
    
    
    (5,348
    )
    
    
    (106,354
    )
    
    
    (21,298
    )Contributions in aid of construction costs
    
    
    607
    
    
    
    
    349
    
    
    
    807
    
    
    
    1,826Proceeds from sale of assets
    
    
    3,256
    
    
    
    
    
    
    
    
    27
    
    
    
    9Advances to unconsolidated affiliate
    
    
    85
    
    
    
    
    
    
    
    
    (59
    )
    
    
    (40
    )Cash used in investing activities
    
    
    (173,680
    )
    
    
    
    (4,999
    )
    
    
    (105,579
    )
    
    
    (19,503
    )Financing ActivitiesRepayments of debt
    
    
    (114,000
    )
    
    
    
    
    
    
    
    
    
    
    
    Borrowings under debt agreements
    
    
    314,000
    
    
    
    
    
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (518
    )
    
    
    
    
    
    
    
    
    
    
    
    Net proceeds from initial public offering
    
    
    290,466
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions to our unitholders and general partner
    
    
    (21,834
    )
    
    
    
    
    
    
    
    
    
    
    
    Distributions to Parent at time of initial public offering
    
    
    (459,551
    )
    
    
    
    
    
    
    
    
    
    
    
    Distributions to Parent of subsidiary operating cash flows
    
    
    (31,438
    )
    
    
    
    
    
    
    
    
    
    
    
    Contributions from Parent in connection with
Omnibus Agreement (see Note 15)
    
    
    9,900
    
    
    
    
    
    
    
    
    
    
    
    
    Contributions from Parent in connection with
Mont Belvieu Caverns limited liability
company agreement (see Note 15)
    
    
    38,100
    
    
    
    
    
    
    
    
    
    
    
    
    Other contributions from Parent to subsidiaries
    
    
    57,035
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash contributions from and distributions to
owners  Predecessor
    
    
    
    
    
    
    
    8,534
    
    
    
    44,486
    
    
    
    (21,065
    )Cash provided by (used in) financing activities
    
    
    82,160
    
    
    
    
    8,534
    
    
    
    44,486
    
    
    
    (21,065
    )Net Changes in Cash and Cash Equivalents
    
    
    2,196
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and Cash Equivalents, beginning of period
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and Cash Equivalents, end of period
    
    $
    2,199
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  67




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DUNCAN ENERGY PARTNERS L.P.
 
 STATEMENTS OF CONSOLIDATED PARTNERS EQUITY/OWNERS NET INVESTMENT
 (Dollars in thousands)
 DuncanEnergyPartnersPredecessor
    
    
    
    Duncan Energy PartnersOwners
    
    
    
    LimitedNet
    
    
    
    Partner
    
    
    GeneralInvestment
    
    
    
    Interests
    
    
    Partner
    
    
    AOCI
    
    
    TotalBalance, January 1, 2005
    
    $
    509,719
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    509,719Net income
    
    
    39,087
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,087Non-cash contribution from owners
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26Net cash distributions to owners
    
    
    (21,065
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,065
    )Balance, December 31, 2005
    
    
    527,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    527,767Net income
    
    
    55,337
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,337Non-cash contribution from owners
    
    
    98,207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,207Net cash received from owners
    
    
    44,486
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,486Balance, December 31, 2006
    
    
    725,797
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    725,797Net income  January 1, 2007 to January 31, 2007
    
    
    5,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,035Net cash contribution from owners  Predecessor
    
    
    8,534
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,534Non-cash contribution from owners  Predecessor
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Balance, January 31, 2007
    
    
    739,372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739,372Adjustment for Predecessor liabilities not
transferred to Duncan Energy Partners
    
    
    2,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,664Retention by Parent of 34% ownership interest
in certain operating subsidiaries
    
    
    (252,292
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (252,292
    )Allocation of Predecessor equity to Parent in exchange
for 5,351,571 common units of Duncan Energy Partners and
general partner interest
    
    
    (489,744
    )
    
    
    $
    479,948
    
    
    $
    9,796
    
    
    $
    
    
    
    
    Net proceeds from issuance of 14,950,000 common units
to public at initial public offering
    
    
    
    
    
    
    
    290,466
    
    
    
    
    
    
    
    
    
    
    
    290,466Cash distribution to Parent at time of initial public offering
    
    
    
    
    
    
    
    (450,360
    )
    
    
    (9,191
    )
    
    
    
    
    
    
    (459,551
    )Balance after completion of initial public offering
and related transactions(see Note 12)
    
    
    
    
    
    
    
    320,054
    
    
    
    605
    
    
    
    
    
    
    
    320,659Net income  February 1, 2007 to December 31, 2007
    
    
    
    
    
    
    
    18,847
    
    
    
    385
    
    
    
    
    
    
    
    19,232Amortization of equity awards
    
    
    
    
    
    
    
    201
    
    
    
    4
    
    
    
    
    
    
    
    205Excess of proceeds received in connection with sale of storage
related assets to parent over carrying values (see Note 15)
    
    
    
    
    
    
    
    2,064
    
    
    
    42
    
    
    
    
    
    
    
    2,106Distributions to unitholders and general partner
    
    
    
    
    
    
    
    (21,397
    )
    
    
    (437
    )
    
    
    
    
    
    
    (21,834
    )Change in fair value of cash flow hedges -
February 1, 2007 to December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,593
    )
    
    
    (3,593
    )Balance, December 31, 2007
    
    $
    
    
    
    
    $
    319,769
    
    
    $
    599
    
    
    $
    (3,593
    )
    
    $
    316,775
  68




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##### Table of Contents



DUNCAN ENERGY PARTNERS L.P.
 
 NOTES TO FINANCIAL STATEMENTS
 Except per unit amounts, or as noted within the context of each footnote disclosure, dollar
amounts presented in the tabular data within these footnote disclosures are stated in thousands of
dollars.
 
 Note 1. Background and Basis of Financial Statement Presentation
 Partnership Organization
           69




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##### Table of Contents



Predecessor Company
   §
    
    Mont Belvieu Caverns owns and operates 33 salt dome caverns located in Mont Belvieu,
Texas, with an underground storage capacity of approximately 100 million barrels
(MMBbls), and a brine system with approximately 20 MMBbls of above ground storage
capacity and two brine production wells. Mont Belvieu Caverns gathers, stores and delivers
NGLs and petrochemical products for industrial customers located along the upper Texas
Gulf Coast.§
    
    Acadian Gas gathers, transports, stores and markets natural gas in Louisiana utilizing
over 1,000 miles of high-pressure transmission pipelines and lateral and gathering lines
with an aggregate throughput capacity of one billion cubic feet per day (Bcf/d)
including a 27-mile pipeline owned by its joint venture unconsolidated affiliate,
Evangeline Gas Pipeline L.P., (Evangeline) and a leased storage cavern with 3 Bcf of
storage capacity (see Note 9).§
    
    Lou-Tex Propylene owns a 263-mile pipeline used to transport chemical-grade propylene
from Sorrento, Louisiana to Mont Belvieu, Texas.§
    
    Sabine Propylene owns a 21-mile pipeline used to transport polymer-grade propylene from
Port Arthur, Texas to a pipeline interconnect in Cameron Parish, Louisiana on a
transport-or-pay basis.
 70




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##### Table of Contents



§
    
    South Texas NGL owns a 286-mile pipeline system extending from Corpus Christi, Texas to
Mont Belvieu, Texas. In January 2007, this pipeline commenced transportation of NGLs from
two of EPOs processing facilities located in South Texas to Mont Belvieu, Texas.
     Basis of Financial Statement Presentation
  §
    
    the fees we charge EPO for underground storage services at the facility owned by Mont
Belvieu Caverns increased as a result of new agreements executed in connection with our
initial public offering;§
    
    all storage well measurement gains and losses relating to Mont Belvieu Caverns
facility are now retained by EPO;§
    
    Mont Belvieu Caverns now makes a special allocation of operational measurement gains
and losses to EPO; and§
    
    the transportation revenues recorded by Lou-Tex Propylene and Sabine Propylene
decreased after our initial public offering due to the assignment of certain exchange
agreements to us by EPO.
  71




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##### Table of Contents



Note 2. Summary of Significant Accounting Policies
 Allowance for Doubtful Accounts
  AdditionBalance At
    
    Charged To
    
    Charged ToBeginning
    
    Costs And
    
    Other
    
    
    
    
    
    Balance AtDescription
    
    Of Period
    
    Expenses
    
    Accounts
    
    Deductions
    
    End of PeriodAccounts receivable  tradeAllowance for doubtful accounts2007
    
    $
    402
    
    
    $
    
    
    
    $
    
    
    
    $
    (355
    )
    
    $
    472006 (1)
    
    
    3,372
    
    
    
    
    
    
    
    
    
    
    
    (2,970
    )
    
    
    4022005
    
    
    3,457
    
    
    
    
    
    
    
    
    
    
    
    (85
    )
    
    
    3,372
 
 (1)
    
    In 2006 we adjusted the allowance account for the receipt of a contingent asset related to a prior business acquisition. Cash and Cash Equivalents
    72




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##### Table of Contents



Consolidation Policy
    Contingencies
    Current Assets and Current Liabilities
  Deferred Revenue
  Deposits from Customers
  73




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##### Table of Contents



Earnings per Unit
  Environmental Costs
   AdditionsBalance At
    
    Charged To
    
    Charged ToBeginning
    
    Costs And
    
    Other
    
    
    
    
    
    Balance AtDescription
    
    Of Period
    
    Expenses
    
    Accounts
    
    Deductions
    
    End of PeriodOther current liabilitiesReserve for environmental
liabilities2007
    
    $
    400
    
    
    $
    
    
    
    $
    
    
    
    $
    (74
    )
    
    $
    3262006
    
    
    150
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    4002005
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    150
 Equity-Based Compensation
     74




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##### Table of Contents



Restricted Unit Awards
   Employee Partnership Awards
  EPE Unit I.
   EPE Unit III.
  75




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##### Table of Contents



§
    
    Distributions of Cash flow Each quarter, 100% of the cash distributions received by
EPE Unit III from Enterprise GP Holdings will be distributed to the Class A limited
partner until it has received an amount equal to the pro rata Class A preferred return (as
defined below), and any remaining distributions received by EPE Unit III will be
distributed to the Class B limited partners. The Class A preferred return equals 3.797%
per annum, of the Class A limited partners capital base. The Class A limited partners
capital base equals approximately $170.0 million plus any unpaid Class A preferred return
from prior periods, less any distributions made by EPE Unit III of proceeds from the sale
of Enterprise GP Holdings units owned by EPE Unit III (as described below).§
    
    Liquidating Distributions Upon liquidation of EPE Unit III, Enterprise GP Holdings
units having a fair market value equal to the Class A limited partner capital base will be
distributed to a private company affiliate of EPCO, plus any accrued Class A preferred
return for the quarter in which liquidation occurs. Any remaining units of Enterprise GP
Holdings will be distributed to the Class B limited partners.§
    
    Sale Proceeds If EPE Unit III sells any of the 4,421,326 units of Enterprise GP
Holdings that it owns, the sale proceeds will be distributed to the Class A limited
partner and the Class B limited partners in the same manner as liquidating distributions
described above.
    Estimates
  Exit and Disposal Costs
  76




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##### Table of Contents



Fair Value Information
   December 31, 2007
    
    December 31, 2006Carrying
    
    Fair
    
    Carrying
    
    FairFinancial Instruments
    
    Value
    
    Value
    
    Value
    
    ValueFinancial assets:Accounts receivable
    
    $
    80,919
    
    
    $
    80,919
    
    
    $
    71,776
    
    
    $
    71,776Commodity financial instruments (1)
    
    
    212
    
    
    
    212
    
    
    
    763
    
    
    
    763Financial liabilities:Accounts payable and accrued expenses
    
    
    97,943
    
    
    
    97,943
    
    
    
    68,366
    
    
    
    68,366Commodity financial instruments (1)
    
    
    180
    
    
    
    180
    
    
    
    760
    
    
    
    760Variable-rate revolving credit facility
    
    
    200,000
    
    
    
    200,000
    
    
    
    
    
    
    
    Interest rate swaps
    
    
    3,782
    
    
    
    3,782
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents commodity financial instrument transactions that have either (i) not settled or (ii) settled and not
been invoiced. Settled and invoiced transactions are reflected in either accounts receivable or accounts payable
depending on the outcome of the transaction.  Interest Rate Risk Hedging Program
  Commodity Risk Hedging Program
   77




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##### Table of Contents



Impairment Testing for Long-Lived Assets
   Impairment Testing for Unconsolidated Affiliate
  Inventories
   78




---



##### Table of Contents



Natural Gas Imbalances
  Property, Plant and Equipment
   .
  79




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##### Table of Contents



Provision for Income Taxes
   Revenue Recognition
  Start-Up and Organization Costs
  Storage Well and Operational Measurement Gains and Losses
    
 Note 3. Recent Accounting Developments
  80




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##### Table of Contents



SFAS 157
   SFAS 141(R)
   §
    
    Recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interests in the acquiree.§
    
    Recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase. SFAS 141(R) defines a bargain purchase as a business combination
in which the total acquisition-date fair value of the identifiable net assets acquired
exceeds the fair value of the consideration transferred plus any noncontrolling interest
in the acquiree, and requires the acquirer to recognize that excess in earnings as a gain
attributable to the acquirer.§
    
    Determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
   SFAS 160
  81




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##### Table of Contents



Note 4. Revenue Recognition
      
 Note 5. Financial Instruments
  Interest Rate Risk Hedging Program
  Number
    
    Period Covered
    
    Termination
    
    Variable to
    
    NotionalHedged Variable Rate Debt
    
    Of Swaps
    
    by Swap
    
    Date of Swap
    
    Fixed Rate(1)
    
    ValueDuncan Energy Partners Revolver, due Feb. 2011
    
    3
    
    Sep. 2007 to Sep. 2010
    
    Sep. 2010
    
    4.84% to 4.62%
    
    $175.0 million
 
 (1)
    
    Amounts receivable from or payable to the swap counterparties are settled every three months (the settlement period).  82




---



##### Table of Contents



Commodity Risk Hedging Program
      
 Note 6. Cumulative Effect of Changes in Accounting Principles
   83




---



##### Table of Contents



Effect of Implementation of SFAS 123(R)
   Effect of Implementation of FIN 47
  
 Note 7. Inventories
    84




---



##### Table of Contents



Note 8. Property, Plant and Equipment
  Estimated Useful
    
    At December 31,Life in Years
    
    2007
    
    2006Plant and pipeline facilities (1)
    
    
    3-35
    (4)
    
    $
    560,702
    
    
    $
    448,508Underground storage wells and
related assets (2)
    
    
    5-35
    (5)
    
    
    358,585
    
    
    
    324,685Transportation equipment (3)
    
    
    3-10
    
    
    
    1,414
    
    
    
    1,240Land
    
    
    
    
    
    
    19,690
    
    
    
    15,809Construction in progress
    
    
    
    
    
    
    109,561
    
    
    
    61,839Total
    
    
    
    
    
    
    1,049,952
    
    
    
    852,081Less accumulated depreciation
    
    
    
    
    
    
    172,442
    
    
    
    144,432Property, plant and equipment, net
    
    
    
    
    
    $
    877,510
    
    
    $
    707,649
 
 (1)
    
    Includes natural gas, NGL and petrochemical pipelines, office furniture and equipment,
buildings, and related assets.(2)
    
    Underground storage facilities include underground product storage caverns and related assets
such as pipes and compressors.(3)
    
    Transportation equipment includes vehicles and similar assets used in our operations.(4)
    
    In general, the estimated useful life of major components of this category are: pipelines,
18-35 years (with some equipment at 5 years); office furniture and equipment, 3-20 years; and
buildings 20-35 years.(5)
    
    In general, the estimated useful life of underground storage facilities is 20-35 years (with
some components at 5 years).    
 Note 9. Investments in and Advances to Unconsolidated Affiliate  Evangeline
   85




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##### Table of Contents



2008
    
    $
    6,5682009
    
    
    6,5382010
    
    
    6,5082011
    
    
    6,4792012
    
    
    6,450Total
    
    $
    32,543
   86




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##### Table of Contents



At December 31,2007
    
    2006BALANCE SHEET DATA:Current assets
    
    $
    28,566
    
    
    $
    30,510Property, plant and equipment, net
    
    
    5,174
    
    
    
    6,182Other assets
    
    
    21,185
    
    
    
    24,895Total assets
    
    $
    54,925
    
    
    $
    61,587Current liabilities
    
    $
    21,406
    
    
    $
    24,567Other liabilities
    
    
    24,738
    
    
    
    28,611Consolidated equity
    
    
    8,781
    
    
    
    8,409Total liabilities and consolidated equity
    
    $
    54,925
    
    
    $
    61,587
 For Year Ended December 31,2007
    
    2006
    
    2005INCOME STATEMENT DATA:Revenues
    
    $
    272,931
    
    
    $
    287,275
    
    
    $
    340,361Operating income
    
    
    6,337
    
    
    
    7,939
    
    
    
    3,563Net income
    
    
    371
    
    
    
    1,964
    
    
    
    526
 
 Note 10. Intangible Assets
   
 Note 11. Debt Obligations
   87




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##### Table of Contents



§
    
    London Interbank Offered Rate (LIBOR) Loans.LIBOR loans can be exercised in
a minimum amount of $5.0 million and multiples of $1.0 million thereafter. No more than
eight LIBOR loans may be outstanding at any time under the revolving credit facility.
LIBOR loans will bear interest, at a rate per annum, equal to the LIBOR rate plus the
applicable LIBOR margin.§
    
    Base Rate Loans.Base Rate loans can be exercised in a minimum amount of $1.0
million and multiples of $500.0 thousand thereafter. These loans bear interest, at a rate
per annum, equal to the Base Rate plus zero. The Base Rate is the higher of (i) the rate
of interest publicly announced by the administrative agent, Wachovia Bank, National
Association, as its Base Rate and (ii) 0.5% per annum above the Federal Funds Rate in
effect on such date.§
    
    Swingline Loans.Swingline loans can be exercised in a minimum amount of
$1.0 million and multiples of $100.0 thousand thereafter. These loans bear interest at
the LIBOR rate plus the applicable LIBOR margin.
     §
    
    make distributions;§
    
    incur additional indebtedness;§
    
    grant liens or make certain negative pledges;§
    
    engage in certain asset conveyances, sales, leases, transfers, distributions or
otherwise dispose of certain assets, businesses or operations;§
    
    make certain investments;§
    
    enter into a merger, consolidation, or dissolution;§
    
    engage in transactions with affiliates;
 88




---



##### Table of Contents



§
    
    directly or indirectly make or permit any payment or distribution in respect of our
partnership interests; or§
    
    permit or incur any limitation on the ability of any of our subsidiaries to pay
dividends or make distributions to, repay indebtedness to, or make subordinated loans or
advances to us.
  §
    
    non-payment of any principal, interest or fees when due under the credit agreement
subject to grace periods to be negotiated;§
    
    non-performance of covenants subject to grace periods to be negotiated;§
    
    failure of any representation or warranty to be true and correct in any material
respect;§
    
    failure to pay any other material debt exceeding $10.0 million in the aggregate;§
    
    a change of control; and§
    
    other customary defaults, including specified bankruptcy or insolvency events, the
Employee Retirement Income Security Act of 1974, or ERISA, violations, and judgment
defaults.
  Evangeline joint venture debt obligation
 At December 31,2007
    
    20069.9% fixed interest rate senior secured notes due December 2010 (Series
B notes):Current portion of debt  due December 31, 2008
    
    $
    5,000
    
    
    $
    5,000Long-term portion of debt
    
    
    8,150
    
    
    
    13,150$7.5 million subordinated note payable to an affiliate of other co-venture
participant (LL&E Note)
    
    
    7,500
    
    
    
    7,500Total joint venture debt principal obligation
    
    $
    20,650
    
    
    $
    25,650
   89




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##### Table of Contents



Note 12. Partners Equity/Owners Net Investment and Distributions
     Balance, December 31, 2006
    
    
    725,797Net income  January 1, 2007 to January 31, 2007
    
    
    5,035Net cash contribution from owners
    
    
    8,534Non-cash contribution from owners
    
    
    6Balance, January 31, 2007
    
    
    739,372Adjustment for Predecessor liabilities not
transferred to Duncan Energy Partners (1)
    
    
    2,664Retention by Parent of 34% ownership interest
in certain operating subsidiaries (2)
    
    
    (252,292
    )Allocation of Predecessor equity to Parent in exchange
for 5,351,571 common units of Duncan Energy Partners
    
    
    (489,744
    )Balance after completion of initial public offering
and related transactions
    
    $
    
 
 (1)
    
    Reflects the retention by EPO of the storage well measurement imbalance account.(2)
    
    Reflects the retention by EPO (the sponsor of the Partnership) of a 34% ownership interest in
each of operating subsidiaries.  Unit History
  90




---



##### Table of Contents



Activity on February 5, 2007:Common units originally issued to EPO in connection with its contribution of assets to us
    
    
    7,301,571Common units originally issued in connection with our initial public offering
    
    
    13,000,000Redemption of common units using proceeds of overallotment
    
    
    (1,950,000
    )Additional common units issued to public in connection with
our initial public offering (overallotment amount)
    
    
    1,950,000Common units outstanding, December 31, 2007
    
    
    20,301,571
 Distributions
   Cash Distribution HistoryDistribution
    
    Record
    
    Paymentper Unit
    
    Date
    
    Date1st Quarter 2007 (1)
    
    $
    0.244
    
    
    Apr. 30, 2007
    
    May 9, 20072nd Quarter 2007
    
    $
    0.400
    
    
    Jul. 31, 2007
    
    Aug. 8, 20073rd Quarter 2007
    
    $
    0.410
    
    
    Oct. 31, 2007
    
    Nov. 7, 20074th Quarter 2007
    
    $
    0.410
    
    
    Jan. 31, 2008
    
    Feb. 7, 2008
 
 (1)
    
    Our first cash distribution was prorated for the 55-day period from
and including February 5, 2007 (the date of our initial public offering)
through March 31, 2007 and based on a declared quarterly distribution of
$0.40 per unit. 
 Note 13. Parent Interest in Subsidiaries
   Retention by Parent of 34% ownership interest in certain
operating subsidiaries contributed to us on February 1, 2007
    
    $
    252,292Parent interest in income of our subsidiaries  February 1, 2007 through December 31, 2007
    
    
    19,973Distributions to Parent of subsidiary operating cash flows
    
    
    (31,438
    )Cash contributions from Parent in connection with Omnibus Agreement (see Note 15)
    
    
    9,900Cash contributions from Parent in connection with Mont Belvieu Caverns limited liability
company agreement (see Note 15)
    
    
    38,100Other cash contributions from Parent to subsidiaries
    
    
    57,035Accrued receivable from Parent for reimbursement of capital project costs under
Omnibus Agreement and Mont Belvieu Caverns limited liability company agreement (see Note 15)
    
    
    12,476Non-cash distribution to parent
    
    
    (3,209
    )Parent interest in proceeds from sale of storage assets
    
    
    1,085Parent interest in subsidiaries, December 31, 2007
    
    $
    356,214
  91




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##### Table of Contents



For The ElevenMonths EndedDecember 31,2007Net income amounts:Mont Belvieu Caverns net income (before special allocation of
operational
measurement gains and losses  See Note 2)
    
    $
    22,165Deduct operational measurement gain allocated to Parent
    
    
    (4,537
    )
    
    $
    4,537Remaining Mont Belvieu Caverns net income to allocate to partners
    
    
    17,628Multiplied by Parent 34% interest in remaining net income
    
    
    x   34
    %Mont Belvieu Caverns net income allocated to Parent
    
    
    5,994
    
    
    
    5,994Acadian Gas net income multiplied by Parent 34% interest
    
    
    
    
    
    
    1,158Lou-Tex Propylene net income multiplied by Parent 34% interest
    
    
    
    
    
    
    2,552Sabine Propylene net income multiplied by Parent 34% interest
    
    
    
    
    
    
    373South Texas NGL net income multiplied by Parent 34% interest
    
    
    
    
    
    
    5,359Parent interest in income of subsidiaries
    
    
    
    
    
    $
    19,973
  
 Note 14. Business Segments
     92




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##### Table of Contents



Eleven Months
    
    
    One MonthEnded
    
    
    EndedDecember 31,
    
    
    January 31,
    
    Year Ended December 31,2007
    
    
    2007
    
    2006
    
    2005Revenues (1)
    
    $
    797,044
    
    
    
    $
    66,674
    
    
    $
    924,478
    
    
    $
    953,397Less: Operating costs and expenses (1)
    
    
    (745,026
    )
    
    
    
    (61,187
    )
    
    
    (867,060
    )
    
    
    (909,044
    )Add: Equity in income of unconsolidated affiliate (1)
    
    
    157
    
    
    
    
    25
    
    
    
    958
    
    
    
    331Depreciation, amortization and accretion in
operating costs and expenses (2)
    
    
    26,524
    
    
    
    
    2,209
    
    
    
    21,443
    
    
    
    19,453Loss (gain) on sale of assets in
operating costs and expenses (2)
    
    
    (19
    )
    
    
    
    
    
    
    
    (25
    )
    
    
    5Total segment gross operating margin
    
    $
    78,680
    
    
    
    $
    7,721
    
    
    $
    79,794
    
    
    $
    64,142
 
 (1)
    
    These amounts are taken from our Statements of Consolidated/Combined Operations and Comprehensive Income.(2)
    
    These non-cash expenses are taken from the operating activities section of our Statements of Consolidated/Combined Cash Flows.  Eleven Months
    
    
    One MonthEnded
    
    
    EndedDecember 31,
    
    
    January 31,
    
    Year Ended December 31,2007
    
    
    2007
    
    2006
    
    2005Total segment gross operating margin
    
    $
    78,680
    
    
    
    $
    7,721
    
    
    $
    79,794
    
    
    $
    64,142Adjustments to reconcile total segment gross operating margin
to operating income:Depreciation, amortization and accretion in
operating costs and expenses
    
    
    (26,524
    )
    
    
    
    (2,209
    )
    
    
    (21,443
    )
    
    
    (19,453
    )Gain (loss) on sale of assets in operating costs and expenses
    
    
    19
    
    
    
    
    
    
    
    
    25
    
    
    
    (5
    )General and administrative costs
    
    
    (4,022
    )
    
    
    
    (477
    )
    
    
    (3,486
    )
    
    
    (4,483
    )Consolidated operating income
    
    
    48,153
    
    
    
    
    5,035
    
    
    
    54,890
    
    
    
    40,201Other (income) expense, net
    
    
    (8,641
    )
    
    
    
    
    
    
    
    459
    
    
    
    (532
    )Provision for income taxes
    
    
    (307
    )
    
    
    
    
    
    
    
    (21
    )
    
    
    Parent interest in income of subsidiaries
    
    
    (19,973
    )
    
    
    
    
    
    
    
    
    
    
    
    Income before cumulative effect of changes in accounting principles
    
    $
    19,232
    
    
    
    $
    5,035
    
    
    $
    55,328
    
    
    $
    39,669
 93




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##### Table of Contents



NGL &
    
    OnshorePetrochemical
    
    Natural Gas
    
    Petrochemical
    
    NGL
    
    AdjustmentsStorage
    
    Pipelines
    
    Pipeline
    
    Pipelines
    
    and
    
    ConsolidatedServices
    
    & Services
    
    Services
    
    & Services
    
    Eliminations
    
    TotalsRevenues from third parties:Eleven months ended December
31, 2007
    
    $
    38,970
    
    
    $
    429,043
    
    
    $
    14,401
    
    
    $
    
    
    
    $
    
    
    
    $
    482,414One month ended January 31, 2007
    
    
    3,630
    
    
    
    39,027
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,657Year ended December 31, 2006
    
    
    39,031
    
    
    
    489,470
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528,501Year ended December 31, 2005
    
    
    35,237
    
    
    
    499,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    534,568Revenues from related parties:Eleven months ended December
31, 2007
    
    
    27,345
    
    
    
    267,091
    
    
    
    
    
    
    
    20,194
    
    
    
    
    
    
    
    314,630One month ended January 31, 2007
    
    
    1,534
    
    
    
    17,742
    
    
    
    2,990
    
    
    
    1,751
    
    
    
    
    
    
    
    24,017Year ended December 31, 2006
    
    
    20,113
    
    
    
    336,777
    
    
    
    39,087
    
    
    
    
    
    
    
    
    
    
    
    395,977Year ended December 31, 2005
    
    
    17,601
    
    
    
    367,362
    
    
    
    33,866
    
    
    
    
    
    
    
    
    
    
    
    418,829Total revenues:Eleven months ended December
31, 2007
    
    
    66,315
    
    
    
    696,134
    
    
    
    14,401
    
    
    
    20,194
    
    
    
    
    
    
    
    797,044One month ended January 31, 2007
    
    
    5,164
    
    
    
    56,769
    
    
    
    2,990
    
    
    
    1,751
    
    
    
    
    
    
    
    66,674Year ended December 31, 2006
    
    
    59,144
    
    
    
    826,247
    
    
    
    39,087
    
    
    
    
    
    
    
    
    
    
    
    924,478Year ended December 31, 2005
    
    
    52,838
    
    
    
    866,693
    
    
    
    33,866
    
    
    
    
    
    
    
    
    
    
    
    953,397Equity in income of unconsolidated affiliate:Eleven months ended December
31, 2007
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157One month ended January 31, 2007
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Year ended December 31, 2006
    
    
    
    
    
    
    958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    958Year ended December 31, 2005
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    331Gross operating margin by individual
business segment and in total:Eleven months ended December
31, 2007
    
    
    36,419
    
    
    
    11,133
    
    
    
    11,649
    
    
    
    19,479
    
    
    
    
    
    
    
    78,680One month ended January 31, 2007
    
    
    1,770
    
    
    
    1,605
    
    
    
    2,700
    
    
    
    1,646
    
    
    
    
    
    
    
    7,721Year ended December 31, 2006
    
    
    23,940
    
    
    
    20,144
    
    
    
    35,710
    
    
    
    
    
    
    
    
    
    
    
    79,794Year ended December 31, 2005
    
    
    16,636
    
    
    
    18,939
    
    
    
    28,567
    
    
    
    
    
    
    
    
    
    
    
    64,142Segment assets:At December 31, 2007
    
    
    345,471
    
    
    
    206,158
    
    
    
    89,634
    
    
    
    126,685
    
    
    
    109,562
    
    
    
    877,510At December 31, 2006
    
    
    246,068
    
    
    
    209,550
    
    
    
    92,044
    
    
    
    98,148
    
    
    
    61,839
    
    
    
    707,649Investments in and advances to
unconsolidated affiliate(see Note 9):At December 31, 2007
    
    
    
    
    
    
    3,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,490At December 31, 2006
    
    
    
    
    
    
    3,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,391Intangible assetsAt December 31, 2007
    
    
    6,733
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,733At December 31, 2006
    
    
    6,966
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,966
 94




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##### Table of Contents



Eleven
    
    
    One MonthMonths Ended
    
    
    Ended
    
    For Year EndedDecember 31,
    
    
    January 31,
    
    December 31,2007
    
    
    2007
    
    2006
    
    2005Consolidated revenuesSales of natural gas
    
    $
    687,731
    
    
    
    $
    55,868
    
    
    $
    816,183
    
    
    $
    858,087Transportation  natural gas
    
    
    8,403
    
    
    
    
    901
    
    
    
    10,064
    
    
    
    8,606Transportation  petrochemicals
    
    
    14,401
    
    
    
    
    2,990
    
    
    
    39,087
    
    
    
    33,866Transportation  NGL
    
    
    20,194
    
    
    
    
    1,751
    
    
    
    
    
    
    
    Storage
    
    
    66,315
    
    
    
    
    5,164
    
    
    
    59,144
    
    
    
    52,838Total
    
    $
    797,044
    
    
    
    $
    66,674
    
    
    $
    924,478
    
    
    $
    953,397Consolidated cost and expensesCost of natural gas sales
    
    $
    669,312
    
    
    
    $
    54,221
    
    
    $
    795,181
    
    
    $
    836,497Operating expenses
    
    
    49,209
    
    
    
    
    4,757
    
    
    
    50,461
    
    
    
    53,089Depreciation, amortization and
accretion
in operating costs and expenses
    
    
    26,524
    
    
    
    
    2,209
    
    
    
    21,443
    
    
    
    19,453Loss (gain) on sale of assets
    
    
    (19
    )
    
    
    
    
    
    
    
    (25
    )
    
    
    5General and administrative costs
    
    
    4,022
    
    
    
    
    477
    
    
    
    3,486
    
    
    
    4,483Total
    
    $
    749,048
    
    
    
    $
    61,664
    
    
    $
    870,546
    
    
    $
    913,527
     95




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Note 15.  Related Party Transactions
  For the Eleven
    
    
    For the One
    
    For the Year EndedMonths Ended
    
    
    Month Ended
    
    December 31,December 31,
    
    
    January 31,2007
    
    
    2007
    
    2006
    
    2005Related party revenues:Revenues from EPO:Sale of natural gas
    
    $
    18,258
    
    
    
    $
    2,327
    
    
    $
    59,036
    
    
    $
    35,840NGL and petrochemical storage services
    
    
    27,319
    
    
    
    
    1,534
    
    
    
    20,113
    
    
    
    17,601NGL transportation services
    
    
    20,194
    
    
    
    
    1,751
    
    
    
    
    
    
    
    Petrochemical pipeline services
    
    
    
    
    
    
    
    2,990
    
    
    
    39,087
    
    
    
    33,866Revenues from TEPPCO
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    65,797
    
    
    
    
    8,602
    
    
    
    118,236
    
    
    
    87,307Revenues from unconsolidated affiliates:From sale of natural gas to
Evangeline
    
    
    248,833
    
    
    
    
    15,415
    
    
    
    277,741
    
    
    
    331,522Total
    
    $
    314,630
    
    
    
    $
    24,017
    
    
    $
    395,977
    
    
    $
    418,829Related party operating costs and expenses:Expenses with EPO:From purchase of natural gas
    
    $
    21,588
    
    
    
    $
    654
    
    
    $
    20,316
    
    
    $
    25,315Other
    
    
    2,942
    
    
    
    
    
    
    
    
    
    
    
    
    Expenses with EPCO:From administrative services agreement
    
    
    16,895
    
    
    
    
    2,487
    
    
    
    31,489
    
    
    
    35,659Expenses with TEPPCO:From pipeline lease
    
    
    126
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    101
    
    
    
    
    8
    
    
    
    3
    
    
    
    4Total
    
    $
    41,652
    
    
    
    $
    3,149
    
    
    $
    51,808
    
    
    $
    60,978Related party general and administrative costs:Expenses with EPCO:From administrative services agreement
    
    $
    2,403
    
    
    
    $
    
    
    
    $
    3,283
    
    
    $
    3,937Other
    
    
    
    
    
    
    
    455
    
    
    
    
    
    
    
    Total
    
    $
    2,403
    
    
    
    $
    455
    
    
    $
    3,283
    
    
    $
    3,937
 Relationship with EPO
  Natural gas sales and purchases
 NGL and petrochemical storage services
 96




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##### Table of Contents



NGL transportation services
 Petrochemical pipeline services
 Omnibus Agreement
 
    
    indemnification for certain environmental liabilities, tax liabilities and right-of-way
defects;
    
    reimbursement of certain expenditures incurred by South Texas NGL and Mont Belvieu
Caverns;
 97




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##### Table of Contents




    
    a right of first refusal to EPO in our current and future subsidiaries and a right of
first refusal on the material assets of these entities, other than sales of inventory and
other assets in the ordinary course of business; and
    
    a preemptive right with respect to equity securities issued by certain of our
subsidiaries, other than as consideration in an acquisition or in connection with a loan
or debt financing.
  
    
    certain defects in the easement rights or fee ownership interests in and to the lands
on which any assets contributed to us in connection with our initial public offering are
located and failure to obtain certain consents and permits necessary to conduct our
business that arise through February 5, 2010; and
    
    certain income tax liabilities attributable to the operation of the assets contributed
to us in connection with our initial public offering prior to February 5, 2007.
      98




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Other Transactions
 
    
    In September 2007, Enterprise Texas Pipeline LLC, a wholly owned subsidiary of EPO,
purchased certain parcels of land and regulatory permits from Mont Belvieu Caverns for
$3.2 million. Due to common control considerations, the excess of the proceeds received
from EPO over the carrying value of the assets sold was recorded as an equity contribution
to Mont Belvieu Caverns. We used our $2.1 million share of the proceeds from this
transaction to temporarily reduce principal outstanding under our revolving credit
facility.
    
    At the time of our initial public offering, we used $260.6 million of net proceeds from
our initial public offering and $198.9 million in borrowings under our revolving credit
facility to make a $459.5 million distribution to EPO as partial consideration for assets
contributed to us and reimbursements for capital expenditures related to these assets. The
remainder of such consideration consisted of our issuing EPO a final amount of 5,351,571
of our common units. EPO received $31.4 million of cash distributions from us during the
eleven months ended December 31, 2007 based on its ownership of our limited partner units.
    
    Duncan Energy Partners Predecessor participated in the EPOs cash management program
for all periods presented prior to the closing of our initial public offering. For
purposes of presentation in our Statements of Consolidated/Combined Cash Flows, cash flows from
financing activities represent transfers of excess cash from us to EPO equal to cash flows
provided by operating activities less cash used in investing activities. Such transfers
of excess cash are shown as permanent distributions to owners in the Statements of
Consolidated/Combined Partners Equity/Owners Net Investment. As a result, the financial statements do not
present cash balances for the periods prior to our initial public offering.
  Relationship with Evangeline
    99




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Relationship with EPCO
  
    
    In accordance with prudent industry practices, EPCO provides administrative,
management, engineering and operating services as may be necessary to manage and operate
our businesses, properties and assets. EPCO employs or otherwise retains the services of
personnel providing these services.
    
    We are required to reimburse EPCO for its services in an amount equal to the sum of all
costs and expenses incurred by EPCO which are directly or indirectly related to our
business or activities (including EPCO expenses reasonably allocated to us). In addition,
we have agreed to pay all sales, use, excise, value added or similar taxes, if any, which
may be applicable to the services provided by EPCO.
    
    We participate as named insureds in EPCOs insurance program, with the associated
premiums and related costs being allocated to us. We reimbursed EPCO $1.6 million for
insurance costs during the year ended December 31, 2007.
    
    Our operating costs and expenses include reimbursement payments to EPCO for the costs
it incurs to operate our facilities, including the compensation of employees. We
reimburse EPCO for actual direct and indirect expenses it incurs related to the operation
of our assets. Our reimbursements to EPCO for operating costs and expenses were $16.9
million for the year ended December 31, 2007.
    
    Our general and administrative expenses include reimbursement payments to EPCO for the
costs it incurs for providing administrative services to us, including the compensation of
employees. Such reimbursements are either (i) on an actual basis for direct expenses EPCO
incurs on our behalf (e.g., the purchase of office supplies) or (ii) based on an
allocation of such charges between the various parties to the ASA, which, in-turn, is
based on the estimated usage of such services by each party (e.g., the allocation of
general, legal or accounting salaries based on estimates of time spent on each entitys
businesses and affairs). Our reimbursements to EPCO for general and administrative costs
were $2.4 million for the year ended December 31, 2007.
   
    
    If a business opportunity to acquire equity securities (as defined below) is
presented to the EPCO Group, Enterprise Products Partners (including EPGP), Enterprise GP
Holdings (including EPE Holdings), Duncan Energy Partners (including DEP GP), then
Enterprise GP Holdings will have the first right to pursue such opportunity. The term
equity securities is defined to include:
 100




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##### Table of Contents




    
    general partner interests (or securities which have characteristics similar to
general partner interests) or interests in persons that own or control such general
partner or similar interests (collectively, GP Interests) and securities
convertible, exercisable, exchangeable or otherwise representing ownership or control
of such GP Interests; and
    
    incentive distribution rights and limited partner interests (or securities which
have characteristics similar to incentive distribution rights or limited partner
interests) in publicly traded partnerships or interests in persons that own or
control such limited partner or similar interests (collectively, non-GP Interests);
provided that such non-GP Interests are associated with GP Interests and are owned by
the owners of GP Interests or their respective affiliates.
    
    
    If any business opportunity not covered by the preceding bullet point (i.e. not
involving equity securities) is presented to the EPCO Group, Enterprise Products
Partners (including EPGP), Enterprise GP Holdings (including EPE Holdings), or Duncan
Energy Partners (including DEP GP), Enterprise Products Partners will have the first right
to pursue such opportunity either for itself or, if desired by Enterprise Products
Partners in its sole discretion, for the benefit of Duncan Energy Partners. Enterprise
Products Partners will be presumed to desire to pursue the business opportunity until such
time as its general partner advises the EPCO Group, EPE Holdings and DEP GP that it has
abandoned the pursuit of such business opportunity.In the event the purchase price or cost associated with the business opportunity is
reasonably likely to equal or exceed $100 million, any decision to decline the business
opportunity will be made by the chief executive officer of EPGP after consultation with and
subject to the approval of the ACG Committee of EPGP. If the purchase price or cost is
reasonably likely to be less than $100 million, the chief executive officer of EPGP may
make the determination to decline the business opportunity without consulting EPGPs ACG
Committee.
 101




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##### Table of Contents



In its sole discretion, Enterprise Products Partners may affirmatively direct such
acquisition opportunity to Duncan Energy Partners. In the event this occurs, Duncan Energy
Partners may pursue such acquisition.In the event that Enterprise Products Partners abandons the business opportunity for itself
and Duncan Energy Partners and so notifies the EPCO Group, EPE Holdings and DEP GP,
Enterprise GP Holdings will have the second right to pursue such business opportunity.
Enterprise GP Holdings will be presumed to desire such acquisition until such time as its
general partner declines such opportunity (in accordance with the procedures described
above for Enterprise Products Partners) and advises the EPCO Group that it has abandoned
the pursuit of such business opportunity. Should this occur, the EPCO Group may either
pursue the business opportunity or offer the business opportunity to TEPPCO (including
TEPPCO GP) and their controlled affiliates without any further obligation to any other
party or offer such opportunity to other affiliates.
  
 Note 16. Earnings Per Unit
   For the ElevenMonths EndedDecember 31, 2007Net income
    
    $
    19,232Multiplied by DEP GP ownership interest
    
    
    2.0
    %Net income allocation to DEP GP
    
    $
    385
  For the ElevenMonths EndedDecember 31, 2007Net income
    
    $
    19,232Less net income allocation to DEP GP
    
    
    (385
    )Net income available to limited partners
    
    $
    18,847Basic and Diluted Earnings per Unit:Numerator:Net income available to limited partners
    
    $
    18,847Denominator:Common units
    
    
    20,302Earnings per unit
    
    $
    0.93
 102




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Note 17.  Commitments and Contingencies
 Litigation
  Qui Tam
  Redelivery Commitments
  Contractual Obligations
  Payment or Settlement due by PeriodContractual Obligations
    
    Total
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    ThereafterScheduled maturities of long term debt (1)
    
    $
    200,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000
    
    
    $
    
    
    
    $
    Operating lease obligations:
    
    $
    2,719
    
    
    $
    553
    
    
    $
    481
    
    
    $
    481
    
    
    $
    497
    
    
    $
    479
    
    
    $
    228Purchase obligations:Product purchase commitments:Estimated payment obligations:Natural gas
    
    $
    685,600
    
    
    $
    137,345
    
    
    $
    136,970
    
    
    $
    136,970
    
    
    $
    136,970
    
    
    $
    137,345
    
    
    $
    Other
    
    $
    42
    
    
    $
    42
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Underlying major volume commitments:Natural gas (in BBtus)
    
    
    91,350
    
    
    
    18,300
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,250
    
    
    
    18,300
    
    
    
    Capital expenditure commitments (2)
    
    $
    20,731
    
    
    $
    20,731
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    See Note 11 for information regarding our revolving credit facility.(2)
    
    Capital expenditure commitments are reflected on a 100% basis before
contributions from the Parent in connection with the Omnibus Agreement and Mont
Belvieu Caverns limited liability company agreement (see Note 15). 103




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Operating lease obligations .
    Purchase Obligations .
    .
 104




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##### Table of Contents



Note 18.  Significant Risks and Uncertainties
 Nature of Operations
  
    
    a reduction in demand for NGL and petrochemical storage services provided by Mont
Belvieu Caverns caused by fluctuations in NGL and petrochemical prices and production due
to weather and other natural and economic forces;
    
    a reduction in demand for natural gas transportation services and natural gas
consumption in the areas served by Acadian Gas; or
    
    a reduction in propylene transportation volumes by shippers on the petrochemical
pipelines owned by Lou-Tex Propylene and Sabine Propylene.
  Credit Risk Due to Industry Concentration
  Counterparty Risk with Respect to Financial Instruments
  Weather-Related Risks
  105




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Note 19. Supplemental Cash Flow Information
  Duncan EnergyPartners
    
    
    Duncan Energy Partners PredecessorFor The Eleven
    
    
    For the One
    
    For the YearMonths Ended
    
    
    Month Ended
    
    EndedDecember 31, 2007
    
    
    January 31, 2007
    
    December 31, 2006Decrease (increase) in:Accounts receivable
    
    $
    (17,271
    )
    
    
    $
    8,088
    
    
    $
    38,904Inventories
    
    
    859
    
    
    
    
    4,169
    
    
    
    (3,684
    )Prepaid and other current assets
    
    
    (1,650
    )
    
    
    
    13
    
    
    
    (11
    )Other assets
    
    
    
    
    
    
    
    
    
    
    
    Increase (decrease) in:Accounts payable
    
    
    47,576
    
    
    
    
    65
    
    
    
    (469
    )Accrued product payables
    
    
    7,982
    
    
    
    
    (13,080
    )
    
    
    (38,903
    )Accrued expenses
    
    
    (13,018
    )
    
    
    
    (7,148
    )
    
    
    (8,325
    )Accrued interest
    
    
    186
    
    
    
    
    
    
    
    
    Other current liabilities
    
    
    2,926
    
    
    
    
    (2,841
    )
    
    
    (2,172
    )Other long-term liabilities
    
    
    2
    
    
    
    
    (20
    )
    
    
    Net effect of changes in operating accounts
    
    $
    27,592
    
    
    
    $
    (10,754
    )
    
    $
    (14,660
    )
   106




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Note 20. Quarterly Financial Information (Unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterDuncan
Energy PartnersFor the Eleven Months Ended December 31, 2007:Revenues
    
    $
    133,874
    
    
    $
    236,896
    
    
    $
    220,572
    
    
    $
    205,702Operating income
    
    
    9,132
    
    
    
    13,273
    
    
    
    10,764
    
    
    
    14,984Income before changes in accounting principles
    
    
    3,923
    
    
    
    4,548
    
    
    
    4,494
    
    
    
    6,267Net income
    
    
    3,923
    
    
    
    4,548
    
    
    
    4,494
    
    
    
    6,267Net income per unit
Basic
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.30Diluted
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.30Duncan
Energy Partners PredecessorFor the One Month Ended January 31, 2007:Revenues
    
    $
    66,674
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aOperating income
    
    
    5,035
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aIncome before changes in accounting principles
    
    
    5,035
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aNet income
    
    
    5,035
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aFor the Year Ended December 31, 2006:Revenues
    
    $
    282,442
    
    
    $
    221,349
    
    
    $
    236,311
    
    
    $
    184,376Operating income
    
    
    11,636
    
    
    
    12,188
    
    
    
    16,454
    
    
    
    14,612Income before changes in accounting principles
    
    
    11,640
    
    
    
    12,167
    
    
    
    16,456
    
    
    
    15,065Net income
    
    
    11,649
    
    
    
    12,167
    
    
    
    16,456
    
    
    
    15,065
 
 Note
21. Subsequent Events
 Enterprise Products 2008 Long-Term Incentive Plan
  Enterprise Unit L.P. Long-Term Incentive Plan
     107




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##### Table of Contents




    
    Distributions of cash flow Each quarter, 100% of the cash distributions received by
Enterprise LP from Enterprise GP Holdings and Enterprise Products Partners will be distributed to the
Class A limited partner until EPCO Holdings has received an amount equal to the Class A
preferred return (as defined below), and any remaining distributions received by
Enterprise LP will be distributed to the Class B limited partners. The Class A preferred
return equals the Class A capital base (as defined below) multiplied by 5.0% per annum.
The Class A limited partners capital base equals the amount
of any contributions of cash or cash equivalents made by the Class A limited partner
to Enterprise LP, plus any unpaid Class A preferred return from prior periods, less any
distributions made by Enterprise LP of proceeds from the sale of units owned by
Enterprise LP (as described below).
    
    Liquidating Distributions Upon liquidation of Enterprise LP, units having a fair
market value equal to the Class A limited partner capital base will be distributed to EPCO
Holdings, plus any accrued Class A preferred return for the quarter in which liquidation
occurs. Any remaining units will be distributed to the Class B limited partners.
    
    Sale Proceeds If Enterprise LP sells any units that it beneficially owns, the sale
proceeds will be distributed to the Class A limited partner and the Class B limited
partners in the same manner as liquidating distributions described above.
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
 Disclosure controls and procedures
    108




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Internal control over financial reporting
  (i)
    
    pertain to the maintenance of records, that in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets,(ii)
    
    provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that our
receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
   
  
 109




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##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AS OF DECEMBER 31, 2007
  Internal
ControlIntegrated Framework.
   /s/ Richard H. Bachmann
    
    /s/ W. Randall FowlerName:
    
    Richard H. Bachmann
    
    Name:
    
    W. Randall FowlerTitle:
    
    Chief Executive Officer of
    
    Title:
    
    Chief Financial Officer ofour general partner,
    
    
    
    our general partner,DEP Holdings, LLC
    
    
    
    DEP Holdings, LLC
 
 Item 9B. Other Information.
  110




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Partnership Management
       Corporate Governance
   111




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##### Table of Contents



Code of Conduct and Ethics and Corporate Governance Guidelines
 Code of Conduct
 Governance Guidelines of Duncan Energy Partners,
 www.deplp.com
 ACG Committee
   112




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##### Table of Contents



§
    
    monitoring the integrity of our financial reporting process and related systems of
internal control;§
    
    ensuring our legal and regulatory compliance and that of DEP GP;§
    
    overseeing the independence and performance of our independent public accountant;§
    
    approving all services performed by our independent public accountant;§
    
    providing for an avenue of communication among the independent public accountant,
management, internal audit function and the Board;§
    
    encouraging adherence to and continuous improvement of our policies, procedures and
practices at all levels;§
    
    reviewing areas of potential significant financial risk to our businesses; and§
    
    approving awards granted under our long-term incentive plans.
    www.deplp.com
 Executive Sessions of Non-Management Directors
   113




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##### Table of Contents



Directors and Executive Officers of DEP GP
  Name
    
    Age
    
    Position with DEP GPDan L. Duncan (1)
    
    
    75
    
    
    Director and ChairmanRichard H. Bachmann (1)
    
    
    55
    
    
    Director, President and Chief Executive OfficerW. Randall Fowler (1)
    
    
    51
    
    
    Director, Executive Vice President and Chief Financial OfficerGil H. Radtke (1)
    
    
    46
    
    
    Director, Senior Vice President and Chief Operating OfficerMichael A. Creel
    
    
    54
    
    
    DirectorDr. Ralph S. Cunningham
    
    
    67
    
    
    DirectorLarry J. Casey (2)
    
    
    75
    
    
    DirectorJoe D. Havens (2)
    
    
    78
    
    
    DirectorWilliam A. Bruckmann, III (2,3)
    
    
    55
    
    
    DirectorWilliam Ordemann (1)
    
    
    48
    
    
    Executive Vice PresidentMichael J. Knesek (1)
    
    
    53
    
    
    Senior Vice President, Principal Accounting Officer and Controller
 
 (1)
    
    Executive Officer(2)
    
    Member of ACG Committee(3)
    
    Chairman of ACG Committee Dan L. Duncan .
 Richard H. Bachmann.
 W. Randall Fowler.
 Gil H. Radtke.
 114




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##### Table of Contents



Michael A. Creel.
  Dr. Ralph S. Cunningham .
  Larry J. Casey.
 Joe D. Havens.
 William A. Bruckmann, III.
 
 William Ordemann.
 
 115




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Michael J. Knesek.
 Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation .
 Executive Officer Compensation
  Summary Compensation Table
    116




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##### Table of Contents



Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unit
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($) (1)
    
    ($) (2)
    
    ($) (3)
    
    ($)Richard H. Bachmann, CEO
    
    
    2007
    
    
    $
    71,508
    
    
    $
    43,338
    
    
    $
    58,485
    
    
    $
    22,077
    
    
    $
    195,408W. Randall Fowler, CFO
    
    
    2007
    
    
    
    22,675
    
    
    
    13,800
    
    
    
    14,927
    
    
    
    5,684
    
    
    
    57,086Gil H. Radtke
    
    
    2007
    
    
    
    67,415
    
    
    
    25,932
    
    
    
    
    
    
    
    13,235
    
    
    
    106,582Michael J. Knesek
    
    
    2007
    
    
    
    22,089
    
    
    
    9,000
    
    
    
    15,261
    
    
    
    5,814
    
    
    
    52,164
 
 (1)
    
    Amounts represent discretionary annual cash awards accrued for the year ended December 31, 2007.
Payment of these amounts was made in February 2008.(2)
    
    Amounts represent expense recognized in accordance with SFAS 123(R) with respect to an equity-based
long-term incentive plan of EPCO whereby the recipient is awarded restricted units of Enterprise
Products Partners L.P. and profits interests in the Employee Partnerships. We may incur allocated costs
of additional types of unit-based awards in the future.(3)
    
    Amounts primarily represent (i) matching contributions under funded, qualified, defined contribution
retirement plans, (ii) quarterly distributions paid an equity incentive plan awards and (iii) the
imputed value of life insurance premiums paid on behalf of the officer. Compensation Discussion and Analysis
    §
    
    Annual base salary;§
    
    Discretionary annual cash awards;§
    
    Awards under long-term incentive arrangements; and§
    
    Other compensation, including very limited perquisites.
  117




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118




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##### Table of Contents



Compensation Committee Report
   
 Submitted by:
    
    Dan L. DuncanRichard H. BachmannW. Randall FowlerGil H. RadtkeMichael A. CreelDr. Ralph S. CunninghamWilliam A. Bruckmann, IIILarry J. CaseyJoe D. Havens
 
  Grants of Plan-Based Awards in Fiscal Year 2007
  GrantExercise
    
    Date Fairor Base
    
    Value ofEstimated Future Payouts Under
    
    Price of
    
    Unit andEquity Incentive Plan Awards
    
    Option
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Awards
    
    AwardsName
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    ($/Unit)
    
    ($)(1)Restricted unit awards:Richard H. Bachmann
    
    
    5/29/07
    
    
    
    
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    $
    164,080W. Randall Fowler
    
    
    5/29/07
    
    
    
    
    
    
    
    17,000
    
    
    
    
    
    
    
    
    
    
    
    65,790Michael J. Knesek
    
    
    5/29/07
    
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    37,152EPE Unit III profits
interest awards:Richard H. Bachmann
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351,511W. Randall Fowler
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,694Michael J. Knesek
    
    
    5/7/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109,848
 
 (1)
    
    Represents that portion of the grant date fair value allocable to us based on the percentage of time each
officer expects to spend on our affairs effective January 1, 2008. Based on current allocations, we estimate
that the consolidated compensation expense we record for each Named Executive Officer with respect to these
awards will approximate these amounts over the vesting periods.   Summary of Long-Term Incentive Arrangements Underlying 2007 Award Grants
  Restricted unit awards.
  Profits interests awards
 119




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##### Table of Contents



EPE Unit I
    
    EPE Unit IIIEstimated
    
    
    
    
    
    EstimatedPercentage
    
    Liquidation
    
    Percentage
    
    LiquidationOwnership
    
    Value To Be
    
    Ownership
    
    Value To Beof Class B
    
    Received
    
    of Class B
    
    ReceivedInterests(1)
    
    by Officer(2)
    
    Interests(1)
    
    by Officer(3)Richard H. Bachmann
    
    
    7.92
    %
    
    $
    1,100,679
    
    
    
    7.63
    %
    
    $
    0W. Randall Fowler
    
    
    5.32
    %
    
    
    739,257
    
    
    
    7.63
    %
    
    $
    0Michael J. Knesek
    
    
    2.66
    %
    
    
    369,636
    
    
    
    3.18
    %
    
    $
    0
 
 (1)
    
    Reflects named executive officer share of profits interest at December 31, 2007.(2)
    
    Values based on December 31, 2007 closing price of Enterprise GP Holdings units of $37.02 per unit and
taking into account the terms of liquidation outlined in each Employee Partnership agreement. At December 31,
2007, the total profits interests of EPE Unit I would have been worth $13.9 million, of which each named
executive would have received his proportionate share.(3)
    
    The EPE Unit III Class B partnership interests had no liquidation value at December 31, 2007 due to a
decrease in the market value of Enterprise GP Holdings units since the formation of EPE Unit III.  Equity Awards Outstanding at December 31, 2007
  Unit AwardsMarketNumber
    
    Valueof Units
    
    of UnitsThat Have
    
    That HaveVesting
    
    Not Vested
    
    Not VestedName
    
    Date
    
    (#)
    
    ($)Richard H. Bachmann:Restricted unit awards
    
    Various (1)
    
    
    103,053
    
    
    $
    3,285,330EPE Unit I profits interest awards
    
    
    8/30/2010
    
    
    
    29,772
    
    
    
    1,100,679W. Randall Fowler:Restricted unit awards
    
    Various (1)
    
    
    58,777
    
    
    
    1,873,811EPE Unit I profits interest awards
    
    
    8/30/2010
    
    
    
    19,996
    
    
    
    739,257Michael J. Knesek:Restricted unit awards
    
    Various (1)
    
    
    35,466
    
    
    
    1,130,656EPE Unit I profits interest awards
    
    
    8/30/2010
    
    
    
    9,998
    
    
    
    369,636
 
 (1)
    
    Of the 197,296 restricted units presented in the table, 93,596 vest in 2008,
21,000 vest in 2009, 31,200 vest in 2010 and 51,500 vest in 2011. 120




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##### Table of Contents



Option Exercises and Stock Vested
  Director Compensation
  Fees Earned
    
    
    
    
    
    
    
    
    
    Allor Paid
    
    Unit
    
    Option
    
    Otherin Cash
    
    Awards
    
    Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($)
    
    ($)Larry J. Casey
    
    $
    75,000
    
    
    $
    
    
    
    $
    22,985
    
    
    $
    
    
    
    $
    97,985Joe D. Havens
    
    
    75,000
    
    
    
    
    
    
    
    22,985
    
    
    
    
    
    
    
    97,985William A. Bruckmann, III
    
    
    90,000
    
    
    
    
    
    
    
    22,985
    
    
    
    
    
    
    
    112,985
 
 (1)
    
    Amount presented reflects the compensation expense recognized by DEP GP related to unit
appreciation rights (UARs) granted during 2006 under letter agreements. The fair value of UARs granted
to each of Messrs. Casey, Havens and Bruckmann was $81 thousand and $195 thousand at December 31,
2007 and 2006, respectively. These awards are accounted for as liability awards under SFAS 123(R) by DEP GP.   §
    
    Each independent director receives $75,000 in cash annually.§
    
    If the individual serves as chairman of a committee of the Board of Directors, then he
receives an additional $15,000 in cash annually.
   121




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Unitholder Matters.
 Security Ownership of Certain Beneficial Owners
  Amount andNature ofTitle of
    
    Name and Address
    
    Beneficial
    
    PercentClass
    
    of Beneficial Owner
    
    Ownership
    
    of ClassCommon units
    
    Enterprise Products Operating LLC
    
    5,351,571 (1)
    
    
    26.4
    %1100 Louisiana Street, 10th FloorHouston, Texas 77002Common units
    
    Swank Capital, LLC
    
    1,427,603 (2)
    
    
    7.0
    %3300 Oak Lawn Avenue, Suite 650Dallas, Texas 75219
 
 (1)
    
    These common units were issued to EPO in connection with its contribution of assets to us
at the time of our initial public offering in February 2007. These securities are controlled
by Dan L. Duncan.(2)
    
    Based on the Schedule 13D filed by Swank Capital, LLC (Swank Capital) with the SEC on
February 14, 2008, Swank Energy Income Advisors, LP (Swank Advisors) and Mr. Jerry V. Swank.
Mr. Swank is the principal of Swank Capital and Swank Advisors. Swank Capital and Mr. Swank
have sole voting and dispositive power with respect to these common units, and Swank Advisors
has shared voting and dispositive power with respect to these common units. Security Ownership of Management
   th
 122




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##### Table of Contents



Limited Partner Ownership Interests InEnterprise Products Partners L.P.
    
    Duncan Energy Partners L.P.Amount and
    
    
    
    
    
    Amount andNature Of
    
    
    
    
    
    Nature OfName of
    
    Beneficial
    
    Percent of
    
    Beneficial
    
    Percent ofBeneficial Owner
    
    Ownership
    
    Class
    
    Ownership
    
    ClassDan L. Duncan:Units owned by EPCO:Through DFI Delaware Holdings, L.P.
    
    
    120,086,279
    
    
    
    27.6
    %
    
    
    
    
    
    
    Through Enterprise GP Holdings L.P.
    
    
    13,454,498
    
    
    
    3.1
    %
    
    
    
    
    
    
    Units owned by DD Securities LLC
    
    
    487,100
    
    
    
    *
    
    
    
    
    
    
    
    Units owned by EPO
    
    
    
    
    
    
    
    
    
    
    5,351,571
    
    
    
    26.4
    %Units owned by family trusts (1)
    
    
    13,008,241
    
    
    
    3.0
    %
    
    
    103,100
    
    
    
    *Units owned directly
    
    
    949,927
    
    
    
    *
    
    
    
    
    
    
    
    Total for Dan L. Duncan
    
    
    147,986,045
    
    
    
    34.0
    %
    
    
    5,454,671
    
    
    
    26.9
    %Richard H. Bachmann (2)
    
    
    146,014
    
    
    
    *
    
    
    
    10,172
    
    
    
    *W. Randall Fowler (2)
    
    
    77,061
    
    
    
    *
    
    
    
    2,000
    
    
    
    *Michael A. Creel (2)
    
    
    141,328
    
    
    
    *
    
    
    
    7,500
    
    
    
    *Dr. Ralph S. Cunningham
    
    
    45,106
    
    
    
    *
    
    
    
    3,000
    
    
    
    *Gil H. Radtke (2)
    
    
    155,906
    
    
    
    *
    
    
    
    12,000
    
    
    
    *William Ordemann (2)
    
    
    65,898
    
    
    
    *
    
    
    
    
    
    
    
    Michael J, Knesek (2)
    
    
    36,770
    
    
    
    *
    
    
    
    600
    
    
    
    *Larry J. Casey
    
    
    6,736
    
    
    
    *
    
    
    
    
    
    
    
    Joe D. Havens
    
    
    216,757
    
    
    
    *
    
    
    
    98,800
    
    
    
    *William A. Bruckmann, III
    
    
    4,800
    
    
    
    *
    
    
    
    2,500
    
    
    
    *All current directors and executive officers of DEP GP, as a
group, (11 individuals in total) (5)
    
    
    148,882,421
    
    
    
    34.2
    %
    
    
    5,591,243
    
    
    
    27.5
    %
 *
    
    The beneficial ownership of each individual is less than 1% of the registrants common units outstanding. 
 (1)
    
    Mr. Duncan is deemed beneficial owner of the securities held by certain family trusts, the beneficiaries of which are shareholders of EPCO.(2)
    
    These individuals are Named Executive Officers.(3)
    
    The number of Enterprise Products Partners common units presented for Mr. Radtke includes 100,000 unit options that are exercisable within 60 days of the filing date of this report.(4)
    
    Cumulatively, this groups beneficial ownership amount includes 100,000 options to acquire common units of Enterprise Products Partners that were issued under the 1998 Plan. These options are
exercisable within 60 days of the filing date of this report. 123




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
  For the One
    
    For the ElevenMonth Ended
    
    Months EndedJanuary 31,
    
    December 31,2007
    
    2007Related party revenues:Revenues from EPO:Sale of natural gas
    
    $
    2,327
    
    
    $
    18,258NGL and petrochemical storage services
    
    
    1,534
    
    
    
    27,319NGL transportation services
    
    
    1,751
    
    
    
    20,194Petrochemical pipeline services
    
    
    2,990
    
    
    
    Other
    
    
    
    
    
    
    26Total
    
    
    8,602
    
    
    
    65,797Revenues from unconsolidated affiliates:From sale of natural gas to Evangeline
    
    
    15,415
    
    
    
    248,833Total
    
    $
    24,017
    
    
    $
    314,630Related party operating costs and expenses:Expenses with EPO:From purchase of natural gas
    
    $
    654
    
    
    $
    21,588Other
    
    
    
    
    
    
    2,942Expenses with EPCO:From administrative services agreement
    
    
    2,487
    
    
    
    16,895Expenses with TEPPCO:From pipeline lease
    
    
    
    
    
    
    126Other
    
    
    8
    
    
    
    101Total
    
    $
    3,149
    
    
    $
    41,652Related party general and administrative costs:Expenses with EPCO:From administrative services agreement
    
    $
    
    
    
    $
    2,403Other
    
    
    455
    
    
    
    Total
    
    $
    455
    
    
    $
    2,403
 Relationship with EPO
  Natural gas sales and purchases
 NGL and petrochemical storage services
 124




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##### Table of Contents



NGL transportation services
 Petrochemical pipeline services
 125




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##### Table of Contents



Omnibus Agreement
 §
    
    indemnification for certain environmental liabilities, tax liabilities and right-of-way
defects;§
    
    reimbursement of certain expenditures incurred by South Texas NGL and Mont Belvieu
Caverns;§
    
    a right of first refusal to EPO in our current and future subsidiaries and a right of
first refusal on the material assets of these entities, other than sales of inventory and
other assets in the ordinary course of business; and§
    
    a preemptive right with respect to equity securities issued by certain of our
subsidiaries, other than as consideration in an acquisition or in connection with a loan
or debt financing.
  §
    
    certain defects in the easement rights or fee ownership interests in and to the lands
on which any assets contributed to us in connection with our initial public offering are
located and failure to obtain certain consents and permits necessary to conduct our
business that arise through February 5, 2010; and§
    
    certain income tax liabilities attributable to the operation of the assets contributed
to us in connection with our initial public offering prior to February 5, 2007.
     126




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Other Transactions
 §
    
    In September 2007, Enterprise Texas Pipeline LLC, a wholly owned subsidiary of EPO,
purchased certain parcels of land and regulatory permits from Mont Belvieu Caverns for
$3.2 million. Due to common control considerations, the excess of the proceeds received
from EPO over the carrying value of the assets sold was recorded as an equity contribution
to Mont Belvieu Caverns. We used our $2.1 million share of the proceeds from this
transaction to temporarily reduce principal outstanding under our revolving credit
facility.§
    
    At the time of our initial public offering, we used $260.6 million of net proceeds from
our initial public offering and $198.9 million in borrowings under our revolving credit
facility to make a $459.5 million distribution to EPO as partial consideration for assets
contributed to us and reimbursements for capital expenditures related to these assets. The
remainder of such consideration consisted of our issuing EPO a final amount of 5,351,571
of our common units. EPO received $31.4 million of cash distributions from us during the
eleven months ended December 31, 2007 based on its ownership of our limited partner units.§
    
    Duncan Energy Partners Predecessor participated in the EPOs cash management program
for all periods presented prior to the closing of our initial public offering. For
purposes of presentation in our Statements of Consolidated/Combined Cash Flows, cash flows from
financing activities represent transfers of excess cash from us to EPO equal to cash flows
provided by operating activities less cash used in investing activities. Such transfers
of excess cash are shown as distributions to owners in the Statements of Consolidated/Combined Partners Equity/Owners Net Investment. As a result, the financial statements do not present cash
balances for the periods prior to our initial public offering.
  Relationship with Evangeline
   127




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Relationship with EPCO
  §
    
    In accordance with prudent industry practices, EPCO provides administrative,
management, engineering and operating services as may be necessary to manage and operate
our businesses, properties and assets. EPCO employs or otherwise retains the services of
personnel providing these services.§
    
    We are required to reimburse EPCO for its services in an amount equal to the sum of all
costs and expenses incurred by EPCO which are directly or indirectly related to our
business or activities (including EPCO expenses reasonably allocated to us). In addition,
we have agreed to pay all sales, use, excise, value added or similar taxes, if any, which
may be applicable to the services provided by EPCO.§
    
    We participate as named insureds in EPCOs insurance program, with the associated
premiums and related costs being allocated to us. We reimbursed EPCO $1.6 million for
insurance costs during the year ended December 31, 2007.§
    
    Our operating costs and expenses include reimbursement payments to EPCO for the costs
it incurs to operate our facilities, including the compensation of employees. We
reimburse EPCO for actual direct and indirect expenses it incurs related to the operation
of our assets. Our reimbursements to EPCO for operating costs and expenses were $16.9
million for the year ended December 31, 2007.§
    
    Our general and administrative expenses include reimbursement payments to EPCO for the
costs it incurs for providing administrative services to us, including the compensation of
employees. Such reimbursements are either (i) on an actual basis for direct expenses EPCO
incurs on our behalf (e.g., the purchase of office supplies) or (ii) based on an
allocation of such charges between the various parties to the ASA, which, in-turn, is
based on the estimated usage of such services by each party (e.g., the allocation of
general, legal or accounting salaries based on estimates of time spent on each entitys
businesses and affairs). Our reimbursements to EPCO for general and administrative costs
were $2.4 million for the year ended December 31, 2007.
   128




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§
    
    If a business opportunity to acquire equity securities (as defined below) is
presented to the EPCO Group, Enterprise Products Partners (including EPGP), Enterprise GP
Holdings (including EPE Holdings), Duncan Energy Partners (including DEP GP), then
Enterprise GP Holdings will have the first right to pursue such opportunity. The term
equity securities is defined to include:
 §
    
    general partner interests (or securities which have characteristics similar to
general partner interests) or interests in persons that own or control such general
partner or similar interests (collectively, GP Interests) and securities
convertible, exercisable, exchangeable or otherwise representing ownership or control
of such GP Interests; and§
    
    incentive distribution rights and limited partner interests (or securities which
have characteristics similar to incentive distribution rights or limited partner
interests) in publicly traded partnerships or interests in persons that own or
control such limited partner or similar interests (collectively, non-GP Interests);
provided that such non-GP Interests are associated with GP Interests and are owned by
the owners of GP Interests or their respective affiliates.
 Enterprise GP Holdings will be presumed to desire to acquire the equity securities until
such time as EPE Holdings advises the EPCO Group, EPGP and DEP GP that it has abandoned the
pursuit of such business opportunity. In the event that the purchase price of the equity
securities is reasonably likely to equal or exceed $100 million, the decision to decline
the acquisition will be made by the chief executive officer of EPE Holdings after
consultation with and subject to the approval of the ACG Committee of EPE Holdings. If the
purchase price is reasonably likely to be less than $100 million, the chief executive
officer of EPE Holdings may make the determination to decline the acquisition without
consulting the ACG Committee of EPE Holdings.In the event that Enterprise GP Holdings abandons the acquisition and so notifies the EPCO
Group, EPGP and DEP GP, Enterprise Products Partners will have the second right to pursue
such acquisition. Enterprise Products Partners will be presumed to desire to acquire the
equity securities until such time as EPGP advises the EPCO Group and DEP GP that Enterprise
Products Partners has abandoned the pursuit of such acquisition. In determining whether or
not to pursue the acquisition, Enterprise Products Partners will follow the same procedures
applicable to Enterprise GP Holdings, as described above but utilizing EPGPs chief
executive officer and ACG Committee.In its sole discretion, Enterprise Products Partners may affirmatively direct such
acquisition opportunity to Duncan Energy Partners. In the event this occurs, Duncan Energy
Partners may pursue such acquisition.In the event Enterprise Products Partners abandons the acquisition opportunity for the
equity securities and so notifies the EPCO Group and DEP GP, the EPCO Group may pursue the
acquisition or offer the opportunity to EPCO Holdings or TEPPCO (including TEPPCO GP) and
their controlled affiliates, in either case, without any further obligation to any other
party or offer such opportunity to other affiliates.§
    
    If any business opportunity not covered by the preceding bullet point (i.e. not
involving equity securities) is presented to the EPCO Group, Enterprise Products
Partners (including EPGP), Enterprise GP Holdings (including EPE Holdings), or Duncan
Energy Partners (including DEP GP), Enterprise Products Partners will have the first right
to pursue such opportunity either for itself or, if desired by Enterprise Products
Partners in its sole discretion, for the benefit of Duncan Energy Partners. Enterprise
Products Partners will be presumed to desire to pursue the business opportunity until such
time as its general partner advises the EPCO Group, EPE Holdings and DEP GP that it has
abandoned the pursuit of such business opportunity.In the event the purchase price or cost associated with the business opportunity is
reasonably likely to equal or exceed $100 million, any decision to decline the business
opportunity will be made by the chief executive officer of EPGP after consultation with and
subject to the approval of
 129




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the ACG Committee of EPGP. If the purchase price or cost is reasonably likely to be less
than $100 million, the chief executive officer of EPGP may make the determination to
decline the business opportunity without consulting EPGPs ACG Committee.In its sole discretion, Enterprise Products Partners may affirmatively direct such
acquisition opportunity to Duncan Energy Partners. In the event this occurs, Duncan Energy
Partners may pursue such acquisition.In the event that Enterprise Products Partners abandons the business opportunity for itself
and Duncan Energy Partners and so notifies the EPCO Group, EPE Holdings and DEP GP,
Enterprise GP Holdings will have the second right to pursue such business opportunity.
Enterprise GP Holdings will be presumed to desire such acquisition until such time as its
general partner declines such opportunity (in accordance with the procedures described
above for Enterprise Products Partners) and advises the EPCO Group that it has abandoned
the pursuit of such business opportunity. Should this occur, the EPCO Group may either
pursue the business opportunity or offer the business opportunity to EPCO Holdings or
TEPPCO (including TEPPCO GP) and their controlled affiliates without any further obligation
to any other party or offer such opportunity to other affiliates.
  Review and Approval of Transactions with Related Parties
    §
    
    the relative interests of any party to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interest;§
    
    the totality of the relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to us);
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§
    
    any customary or accepted industry practices and any customary or historical dealings
with a particular person;§
    
    any applicable generally accepted accounting or engineering practices or principles;§
    
    the relative cost of capital of the parties and the consequent rates of return to the
equity holders of the parties; and§
    
    such additional factors as the committee determines in its sole discretion to be
relevant, reasonable or appropriate under the circumstances.
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Item 14. Principal Accountant Fees and Services.
  For Year EndedDecember 31,2007
    
    2006Audit Fees (1)
    
    $
    676
    
    
    $
    1,468Audit-Related Fees (2)
    
    
    8
    
    
    
    n/aTax Fees (3)
    
    
    32
    
    
    
    20All Other Fees (4)
    
    
    n/a
    
    
    
    n/a
 
 (1)
    
    Audit fees represent amounts billed for each of the
years presented for professional services rendered in
connection with (i) the audit of our annual financial
statements and internal controls over financial reporting,
(ii) the review of our quarterly financial statements or
(iii) those services normally provided in connection with
statutory and regulatory filings or engagements including
comfort letters, consents and other services related to SEC
matters. This information is presented as of the latest
practicable date for this annual report.(2)
    
    Audit-related fees represent amounts we were billed in
each of the years presented for assurance and related
services that are reasonably related to the performance of
the annual audit or quarterly reviews. This category
primarily includes services relating to internal control
assessments and accounting-related consulting.(3)
    
    Tax fees represent amounts we were billed in each of
the years presented for professional services rendered in
connection with tax compliance, tax advice, and tax
planning. This category primarily includes services
relating to the preparation of unitholder annual K-1
statements, partnership tax planning and property tax
assistance.(4)
    
    All other fees represent amounts we were billed in each
of the years presented for services not classifiable under
the other categories listed in the table above. No such
services were rendered by Deloitte & Touche during the
years ended December 31, 2007 and 2006.    132




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)(1) Financial Statements.
  (a)(2) Financial Statement Schedules.
  (a)(3) Exhibits.
 ExhibitNumber
    
    Exhibit*3.1
    
    Certificate of Limited Partnership of Duncan Energy
Partners L.P. (incorporated by reference to Exhibit 3.1 to
Form S-1 Registration Statement (Reg. No. 333-138371) filed
November 2, 2006).3.2
    
    Amended and Restated Agreement of Limited Partnership of
Duncan Energy Partners L.P., dated February 5, 2007
(incorporated by reference to Exhibit 3.1 to Form 8-K filed
February 5, 2007).3.3
    
    First Amendment to Amended and Restated Partnership
Agreement of Duncan Energy Partners L.P. dated as of
December 27, 2007 (incorporated by reference to Exhibit 3.1
to Form 8-K/A filed January 3, 2008).3.4
    
    Second Amended and Restated Limited Liability Company
Agreement of DEP Holdings, LLC, dated May 3, 2007.
(incorporated by reference to Exhibit 3.4 to Form 10-Q for
the period ended March 31, 2007, filed on May 4, 2007).3.5
    
    Certificate of Formation of DEP OLPGP, LLC (incorporated by
reference to Exhibit 3.5 to Form S-1 Registration Statement
(Reg. No. 333-138371) filed November 2, 2006).3.6
    
    Amended and Restated Limited Liability Company Agreement of
DEP OLPGP, LLC, dated January 19, 2007 (incorporated by
reference to Exhibit 3.6 to Amendment No. 3 to Form S-1
Registration Statement (Reg. No. 333-138371) filed January
22, 2007).3.7
    
    Certificate of Limited Partnership of DEP Operating
Partnership, L.P. (incorporated by reference to Exhibit 3.7
to Form S-1 Registration Statement (Reg. No. 333-138371)
filed November 2, 2006).3.8
    
    Agreement of Limited Partnership of DEP Operating
Partnership, L.P., dated September 29, 2006 (incorporated
by reference to Exhibit 3.8 to Amendment No. 1 to Form S-1
Registration Statement (Reg. No. 333-138371) filed December
15, 2006).4.1
    
    Revolving Credit Agreement, dated as of January 5, 2007,
among Duncan Energy Partners L.P., as borrower, Wachovia
Bank, National Association, as Administrative Agent, The
Bank of Nova Scotia and Citibank, N.A., as Co-Syndication
Agents, JPMorgan Chase Bank, N.A. and Mizuho Corporate
Bank, Ltd., as Co-Documentation Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova Scotia and Citigroup
Global Markets Inc., as Joint Lead Arrangers and Joint Book
Runners (incorporated by reference to Exhibit 10.20 to
Amendment No. 2 to Form S-1 Registration Statement (Reg.
No. 333-138371) filed January 12, 2007).4.2
    
    First Amendment to Revolving Credit Agreement, dated as of
June 30, 2007, among Duncan Energy Partners L.P., as
borrower, Wachovia Bank, National Association, as
Administrative Agent, The Bank of Nova Scotia and Citibank,
N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A.
and Mizuho Corporate Bank, Ltd., as Co-Documentation
Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova
Scotia and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Book Runners (incorporated by reference
to Exhibit 4.2 to the Form 10-Q filed on August 8, 2007).
 133




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ExhibitNumber
    
    Exhibit*10.1
    
    Contribution, Conveyance and Assumption Agreement, by and
among Enterprise Products Operating L.P., Duncan Energy
Partners L.P., DEP Holdings, LLC, DEP OLPGP, LLC, DEP
Operating Partnership, L.P., dated February 5, 2007
(incorporated by reference to Exhibit 10.1 to Form 8-K
filed February 5, 2007).10.2
    
    Storage Lease (Enterprise Products NGL Marketing), dated as
of January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.2 to Form 8-K filed February 5,
2007).10.3
    
    Storage Lease (North Propane-Propylene Splitters), dated as
of January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.3 to Form 8-K filed February 5,
2007).10.4
    
    Storage Lease (Belvieu Environmental Fuels), dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.4 to Form 8-K filed February 5,
2007).10.5
    
    Storage Lease (Butane Isomer), dated as of January 23,
2007, by and between Enterprise Products Operating L.P. and
Mont Belvieu Caverns, LLC (incorporated by reference to
Exhibit 10.5 to Form 8-K filed February 5, 2007).10.6
    
    Storage Lease (Enterprise Fractionation Plant), dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.6 to Form 8-K filed February 5,
2007).10.7
    
    Amended and Restated RGP Storage Lease, dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.7 to Form 8-K filed February 5,
2007).10.8
    
    Amended and Restated PGP Storage Lease, dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.8 to Form 8-K filed February 5,
2007).10.9
    
    Contribution, Conveyance and Assumption Agreement, dated as
of January 23, 2007, by and among Enterprise Products
Operating L.P., Enterprise Products OLPGP, Inc., Enterprise
Products Texas Operating, L.P. and Mont Belvieu Caverns,
LLC (incorporated by reference to Exhibit 10.9 to Form 8-K
filed February 5, 2007).10.10
    
    Contribution, Conveyance and Assumption Agreement, dated as
of January 23, 2007, by and among Enterprise GC, LP,
Enterprise Holding III, L.L.C., Enterprise GTM Holdings
L.P., Enterprise GTMGP, LLC, Enterprise Products GTM, LLC,
Enterprise Products Operating L.P. and South Texas NGL
Pipelines, LLC (incorporated by reference to Exhibit 10.10
to Form 8-K filed February 5, 2007).10.11
    
    Ground Lease Agreement, dated as of January 17, 2002, by
and between Enterprise Products Operating L.P.
(successor-in-interest to Diamond-Koch, L.P.) and Mont
Belvieu Caverns, LLC (successor-in-interest to Enterprise
Products Texas Operating L.P.) (incorporated by reference
to Exhibit 10.10 to Amendment No. 2 to Form S-1
Registration Statement (Reg. No. 333-138371) filed January
12, 2007).10.12
    
    Pipeline Lease Agreement by and between Enterprise GC, L.P.
and TE Products Pipeline Company, Limited Partnership
(incorporated by reference to Exhibit 10.11 to Form 8-K
filed February 5, 2007).10.13
    
    NGL Transportation Agreement by and between Enterprise
Products Operating L.P. and South Texas NGL Pipelines, LLC
(incorporated by reference to Exhibit 10.12 to Form 8-K
filed February 5, 2007).10.14
    
    Amended and Restated Limited Liability Company Agreement of
Mont Belvieu Caverns, LLC, dated February 5, 2007
(incorporated by reference to Exhibit 10.13 to Form 8-K
filed February 5, 2007).10.15
    
    Amended and Restated Limited Liability Company Agreement of
Acadian Gas, LLC, dated February 5, 2007 (incorporated by
reference to Exhibit 10.14 to Form 8-K filed February 5,
2007).10.16
    
    Amended and Restated Limited Liability Company Agreement of
South Texas NGL Pipelines, LLC, dated February 5, 2007
(incorporated by reference to Exhibit 10.15 to Form 8-K
filed February 5, 2007).
 134




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ExhibitNumber
    
    Exhibit*10.17
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Lou-Tex Propylene Pipeline L.P., dated
February 5, 2007 (incorporated by reference to Exhibit
10.16 to Form 8-K filed February 5, 2007).10.18
    
    Amended and Restated Agreement of Limited Partnership of
Sabine Propylene Pipeline L.P. dated February 5, 2007
(incorporated by reference to Exhibit 10.17 to Form 8-K
filed February 5, 2007).10.19
    
    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 and Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., Duncan Energy Partners
L.P., DEP Holdings, LLC and DEP Operating Partnership,
L.P., EPE Holdings, LLC, 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 10.18 to Form 8-K
filed February 5, 2007).10.20
    
    First Amendment 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
L.P.).10.21
    
    Second Amendment to Fourth Amended and Restated
Administrative Services Agreement dated August 7, 2007, but
effective as of May 7, 2007 (incorporated by reference to
Exhibit 10.1 to the Form 10-Q filed on August 8, 2007).10.22
    
    Omnibus Agreement, dated February 5, 2007, by and among
Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., DEP OLPGP, LLC and Enterprise
Products Operating L.P. (incorporated by reference to
Exhibit 10.19 to Form 8-K filed February 5, 2007).10.23***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan (amended and restated) (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by Enterprise GP Holdings
L.P. on May 8, 2006).10.24***
    
    Form of Unit Appreciation Right Grant (DEP Holdings, LLC
Directors) based upon the Enterprise Products Company 2005
EPE Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.24 to Form 10-K filed on April 2, 2007).10.25***
    
    EPE Unit L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by Enterprise GP Holdings L.P.,
Commission file no. 1-32610, on September 1, 2005).10.26***
    
    First Amendment to EPE Unit L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.3 to Form 10-Q filed on August 8, 2007).10.27***
    
    EPE Unit II, L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.13 to Form 10-K of
Enterprise Products Partners L.P. filed on February 28,
2007).10.28***
    
    First Amendment to EPE Unit II, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.4 to Form 10-Q filed on August 8, 2007).10.29***
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated
May 7, 2007 (incorporated by reference to Exhibit 10.6 to
the Current Report on Form 8-K filed by Enterprise GP
Holdings L.P. on May 10, 2007).10.30***
    
    First Amendment to EPE Unit III, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.5 to Form 10-Q filed on August 8, 2007).10.31***
    
    Enterprise Products 2008 Long-Term Incentive Plan
(incorporated by reference to Exhibit A to the Proxy
Statement filed by Enterprise Products Partners L.P. on
December 31, 2007).12.1#
    
    Computation of ratio of earnings to fixed charges for each
of the five years ended December 31, 2007, 2006, 2005, 2004
and 2003.21.1#
    
    List of Subsidiaries of Duncan Energy Partners L.P.31.1#
    
    Sarbanes-Oxley Section 302 certification of Richard H.
Bachmann for Duncan Energy Partners L.P. for the December
31, 2007 annual report on Form 10-K/A.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Duncan Energy Partners L.P. for the December 31,
2007 annual report on Form 10-K/A.32.1#
    
    Section 1350 certification of Richard H. Bachmann for the
December 31, 2007 annual report on Form 10-K/A.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
December 31, 2007 annual report on Form 10-K/A.
 
 135




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##### Table of Contents



ExhibitNumber
    
    Exhibit**
    
    With respect to exhibits incorporated by reference to Exchange Act filings, the Commission
file number for Enterprise Products Partners L.P. is 1-14323; Enterprise GP Holdings L.P.,
1-32610; and Duncan Energy Partners L.P., 1-33266.
    
    Portions of this exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request under Rule 406 of the
Securities Act of 1933, as amended.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report.
 136




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##### Table of Contents



SIGNATURES
 
  
 DUNCAN ENERGY PARTNERS L.P.(A Delaware Limited Partnership)By:     DEP Holdings, LLC, as general partnerBy:
    
    /s/ Michael J. KnesekName:
    
    Michael J. KnesekTitle:
    
    Senior Vice President, Controller andPrincipal Accounting Officer
 
 
 137




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit*3.1
    
    Certificate of Limited Partnership of Duncan Energy
Partners L.P. (incorporated by reference to Exhibit 3.1 to
Form S-1 Registration Statement (Reg. No. 333-138371) filed
November 2, 2006).3.2
    
    Amended and Restated Agreement of Limited Partnership of
Duncan Energy Partners L.P., dated February 5, 2007
(incorporated by reference to Exhibit 3.1 to Form 8-K filed
February 5, 2007).3.3
    
    First Amendment to Amended and Restated Partnership
Agreement of Duncan Energy Partners L.P. dated as of
December 27, 2007 (incorporated by reference to Exhibit 3.1
to Form 8-K/A filed January 3, 2008).3.4
    
    Second Amended and Restated Limited Liability Company
Agreement of DEP Holdings, LLC, dated May 3, 2007.
(incorporated by reference to Exhibit 3.4 to Form 10-Q for
the period ended March 31, 2007, filed on May 4, 2007).3.5
    
    Certificate of Formation of DEP OLPGP, LLC (incorporated by
reference to Exhibit 3.5 to Form S-1 Registration Statement
(Reg. No. 333-138371) filed November 2, 2006).3.6
    
    Amended and Restated Limited Liability Company Agreement of
DEP OLPGP, LLC, dated January 19, 2007 (incorporated by
reference to Exhibit 3.6 to Amendment No. 3 to Form S-1
Registration Statement (Reg. No. 333-138371) filed January
22, 2007).3.7
    
    Certificate of Limited Partnership of DEP Operating
Partnership, L.P. (incorporated by reference to Exhibit 3.7
to Form S-1 Registration Statement (Reg. No. 333-138371)
filed November 2, 2006).3.8
    
    Agreement of Limited Partnership of DEP Operating
Partnership, L.P., dated September 29, 2006 (incorporated
by reference to Exhibit 3.8 to Amendment No. 1 to Form S-1
Registration Statement (Reg. No. 333-138371) filed December
15, 2006).4.1
    
    Revolving Credit Agreement, dated as of January 5, 2007,
among Duncan Energy Partners L.P., as borrower, Wachovia
Bank, National Association, as Administrative Agent, The
Bank of Nova Scotia and Citibank, N.A., as Co-Syndication
Agents, JPMorgan Chase Bank, N.A. and Mizuho Corporate
Bank, Ltd., as Co-Documentation Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova Scotia and Citigroup
Global Markets Inc., as Joint Lead Arrangers and Joint Book
Runners (incorporated by reference to Exhibit 10.20 to
Amendment No. 2 to Form S-1 Registration Statement (Reg.
No. 333-138371) filed January 12, 2007).4.2
    
    First Amendment to Revolving Credit Agreement, dated as of
June 30, 2007, among Duncan Energy Partners L.P., as
borrower, Wachovia Bank, National Association, as
Administrative Agent, The Bank of Nova Scotia and Citibank,
N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A.
and Mizuho Corporate Bank, Ltd., as Co-Documentation
Agents, and Wachovia
Capital Markets, LLC, The Bank of Nova
Scotia and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Book Runners (incorporated by reference
to Exhibit 4.2 to the Form 10-Q filed on August 8, 2007).10.1
    
    Contribution, Conveyance and Assumption Agreement, by and
among Enterprise Products Operating L.P., Duncan Energy
Partners L.P., DEP Holdings, LLC, DEP OLPGP, LLC, DEP
Operating Partnership, L.P., dated February 5, 2007
(incorporated by reference to Exhibit 10.1 to Form 8-K
filed February 5, 2007).10.2
    
    Storage Lease (Enterprise Products NGL Marketing), dated as
of January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.2 to Form 8-K filed February 5,
2007).10.3
    
    Storage Lease (North Propane-Propylene Splitters), dated as
of January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.3 to Form 8-K filed February 5,
2007).10.4
    
    Storage Lease (Belvieu Environmental Fuels), dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.4 to Form 8-K filed February 5,
2007).10.5
    
    Storage Lease (Butane Isomer), dated as of January 23,
2007, by and between Enterprise Products Operating L.P. and
Mont Belvieu Caverns, LLC (incorporated by reference to
Exhibit 10.5 to Form 8-K filed February 5, 2007).




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##### Table of Contents



ExhibitNumber
    
    Exhibit*10.6
    
    Storage Lease (Enterprise Fractionation Plant), dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.6 to Form 8-K filed February 5,
2007).10.7
    
    Amended and Restated RGP Storage Lease, dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.7 to Form 8-K filed February 5,
2007).10.8
    
    Amended and Restated PGP Storage Lease, dated as of
January 23, 2007, by and between Enterprise Products
Operating L.P. and Mont Belvieu Caverns, LLC (incorporated
by reference to Exhibit 10.8 to Form 8-K filed February 5,
2007).10.9
    
    Contribution, Conveyance and Assumption Agreement, dated as
of January 23, 2007, by and among Enterprise Products
Operating L.P., Enterprise Products OLPGP, Inc., Enterprise
Products Texas Operating, L.P. and Mont Belvieu Caverns,
LLC (incorporated by reference to Exhibit 10.9 to Form 8-K
filed February 5, 2007).10.10
    
    Contribution, Conveyance and Assumption Agreement, dated as
of January 23, 2007, by and among Enterprise GC, LP,
Enterprise Holding III, L.L.C., Enterprise GTM Holdings
L.P., Enterprise GTMGP, LLC, Enterprise Products GTM, LLC,
Enterprise Products Operating L.P. and South Texas NGL
Pipelines, LLC (incorporated by reference to Exhibit 10.10
to Form 8-K filed February 5, 2007).10.11
    
    Ground Lease Agreement, dated as of January 17, 2002, by
and between Enterprise Products Operating L.P.
(successor-in-interest to Diamond-Koch, L.P.) and Mont
Belvieu Caverns, LLC (successor-in-interest to Enterprise
Products Texas Operating L.P.) (incorporated by reference
to Exhibit 10.10 to Amendment No. 2 to Form S-1
Registration Statement (Reg. No. 333-138371) filed January
12, 2007).10.12
    
    Pipeline Lease Agreement by and between Enterprise GC, L.P.
and TE Products Pipeline Company, Limited Partnership
(incorporated by reference to Exhibit 10.11 to Form 8-K
filed February 5, 2007).10.13
    
    NGL Transportation Agreement by and between Enterprise
Products Operating L.P. and South Texas NGL Pipelines, LLC
(incorporated by reference to Exhibit 10.12 to Form 8-K
filed February 5, 2007).10.14
    
    Amended and Restated Limited Liability Company Agreement of
Mont Belvieu Caverns, LLC, dated February 5, 2007
(incorporated by reference to Exhibit 10.13 to Form 8-K
filed February 5, 2007).10.15
    
    Amended and Restated Limited Liability Company Agreement of
Acadian Gas, LLC, dated February 5, 2007 (incorporated by
reference to Exhibit 10.14 to Form 8-K filed February 5,
2007).10.16
    
    Amended and Restated Limited Liability Company Agreement of
South Texas NGL Pipelines, LLC, dated February 5, 2007
(incorporated by reference to Exhibit 10.15 to Form 8-K
filed February 5, 2007).10.17
    
    Amended and Restated Agreement of Limited Partnership of
Enterprise Lou-Tex Propylene Pipeline L.P., dated
February 5, 2007 (incorporated by reference to Exhibit
10.16 to Form 8-K filed February 5, 2007).10.18
    
    Amended and Restated Agreement of Limited Partnership of
Sabine Propylene Pipeline L.P. dated February 5, 2007
(incorporated by reference to Exhibit 10.17 to Form 8-K
filed February 5, 2007).10.19
    
    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 and Enterprise Products OLPGP,
Inc., Enterprise GP Holdings L.P., Duncan Energy Partners
L.P., DEP Holdings, LLC and DEP Operating Partnership,
L.P., EPE Holdings, LLC, 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 10.18 to Form 8-K
filed February 5, 2007).10.20
    
    First Amendment 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
L.P.).10.21
    
    Second Amendment to Fourth Amended and Restated
Administrative Services Agreement dated August 7, 2007, but
effective as of May 7, 2007 (incorporated by reference to
Exhibit 10.1 to the Form 10-Q filed on August 8, 2007).




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##### Table of Contents



ExhibitNumber
    
    Exhibit*10.22
    
    Omnibus Agreement, dated February 5, 2007, by and among
Duncan Energy Partners L.P., DEP Holdings, LLC, DEP
Operating Partnership, L.P., DEP OLPGP, LLC and Enterprise
Products Operating L.P. (incorporated by reference to
Exhibit 10.19 to Form 8-K filed February 5, 2007).10.23***
    
    Enterprise Products Company 2005 EPE Long-Term Incentive
Plan (amended and restated) (incorporated by reference to
Exhibit 10.1 to Form 8-K filed by Enterprise GP Holdings
L.P. on May 8, 2006).10.24***
    
    Form of Unit Appreciation Right Grant (DEP Holdings, LLC
Directors) based upon the Enterprise Products Company 2005
EPE Long-Term Incentive Plan (incorporated by reference to
Exhibit 10.24 to Form 10-K filed on April 2, 2007).10.25***
    
    EPE Unit L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by Enterprise GP Holdings L.P.,
Commission file no. 1-32610, on September 1, 2005).10.26***
    
    First Amendment to EPE Unit L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.3 to Form 10-Q filed on August 8, 2007).10.27***
    
    EPE Unit II, L.P. Agreement of Limited Partnership
(incorporated by reference to Exhibit 10.13 to Form 10-K of
Enterprise Products Partners L.P. filed on February 28,
2007).10.28***
    
    First Amendment to EPE Unit II, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.4 to Form 10-Q filed on August 8, 2007).10.29***
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated
May 7, 2007 (incorporated by reference to Exhibit 10.6 to
the Current Report on Form 8-K filed by Enterprise GP
Holdings L.P. on May 10, 2007).10.30***
    
    First Amendment to EPE Unit III, L.P. Agreement of limited
partnership dated August 7, 2007 (incorporated by reference
to Exhibit 10.5 to Form 10-Q filed on August 8, 2007).12.1#
    
    Computation of ratio of earnings to fixed charges for each
of the five years ended December 31, 2007, 2006, 2005, 2004
and 2003.21.1#
    
    List of Subsidiaries of Duncan Energy Partners L.P.31.1#
    
    Sarbanes-Oxley Section 302 certification of Richard H.
Bachmann for Duncan Energy Partners L.P. for the December
31, 2007 annual report on Form 10-K/A.31.2#
    
    Sarbanes-Oxley Section 302 certification of W. Randall
Fowler for Duncan Energy Partners L.P. for the December 31,
2007 annual report on Form 10-K/A.32.1#
    
    Section 1350 certification of Richard H. Bachmann for the
December 31, 2007 annual report on Form 10-K/A.32.2#
    
    Section 1350 certification of W. Randall Fowler for the
December 31, 2007 annual report on Form 10-K/A.
 
 *
    
    With respect to exhibits incorporated by reference to Exchange Act filings, the Commission
file number for Enterprise Products Partners L.P. is 1-14323; Enterprise GP Holdings L.P.,
1-32610; and Duncan Energy Partners L.P., 1-33266.
    
    Portions of this exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request under Rule 406 of the
Securities Act of 1933, as amended.***
    
    Identifies management contract and compensatory plan arrangements.#
    
    Filed with this report.