##### Table of Contents



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




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##### 



TE PRODUCTS PIPELINE COMPANY, LLC
 TABLE OF CONTENTS
  
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of June 30, 2007 and December 31, 2006 (unaudited)
    
    
    1Statements of Consolidated Income For the Three Months and Six Months Ended June
30, 2007
and 2006 (unaudited)
    
    
    2Statements of Consolidated Cash Flows For the Six Months Ended June 30, 2007
and 2006 (unaudited)
    
    
    3Statement of Consolidated Partners Capital For the Six Months Ended June 30,
2007 (unaudited)
    
    
    4Notes to the Consolidated Financial Statements (unaudited)
    
    
    5Note 1. Company Organization
    
    
    5Note 2. General Accounting Policies and Related Matters
    
    
    6Note 3. Accounting for Unit-Based Awards
    
    
    8Note 4. Employee Benefit Plans
    
    
    12Note 5. Financial Instruments  Interest Rate Swap
    
    
    13Note 6. Inventories
    
    
    13Note 7. Property, Plant and Equipment
    
    
    14Note 8. Investments in Unconsolidated Affiliates
    
    
    14Note 9. Dispositions
    
    
    16Note 10. Intangible Assets and Goodwill
    
    
    17Note 11. Debt Obligations
    
    
    18Note 12. Members Equity and Distributions
    
    
    22Note 13. Related Party Transactions
    
    
    23Note 14. Commitments and Contingencies
    
    
    25Note 15. Supplemental Cash Flow Information
    
    
    30Note 16. Subsequent Event
    
    
    30Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    31Cautionary Note Regarding Forward-Looking Statements
    
    
    31Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    41Item 4. Controls and Procedures
    
    
    42PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    43Item 1A. Risk Factors
    
    
    43Item 6. Exhibits
    
    
    46Signatures
    
    
    48Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TE PRODUCTS PIPELINE COMPANY, LLC
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (Dollars in thousands)
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    Accounts receivable, trade (net of allowance for doubtful accounts of
$0 and $0)
    
    
    21,699
    
    
    
    26,771Accounts receivable, related parties
    
    
    58,048
    
    
    
    56,579Inventories
    
    
    19,098
    
    
    
    12,729Other
    
    
    8,692
    
    
    
    7,318Total current assets
    
    
    107,537
    
    
    
    103,397Property, plant and equipment, at cost(net of accumulated
depreciation and amortization of $393,139 and $377,733)
    
    
    904,315
    
    
    
    860,617Equity investments
    
    
    81,070
    
    
    
    148,316Goodwill and other intangible assets
    
    
    6,128
    
    
    
    3,927Other assets
    
    
    38,144
    
    
    
    21,813Total assets
    
    $
    1,137,194
    
    
    $
    1,138,070LIABILITIES AND MEMBERS EQUITY/PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    25,749
    
    
    $
    8,984Accounts payable, related parties
    
    
    43,531
    
    
    
    6,679Accrued interest
    
    
    11,773
    
    
    
    16,509Other accrued taxes
    
    
    6,290
    
    
    
    5,355Other
    
    
    8,448
    
    
    
    12,057Total current liabilities
    
    
    95,791
    
    
    
    49,584Long-term debt:Senior notes
    
    
    380,677
    
    
    
    387,339Note payable, Parent Partnership
    
    
    129,017
    
    
    
    240,845Total long-term debt
    
    
    509,694
    
    
    
    628,184Other liabilities and deferred credits
    
    
    32,740
    
    
    
    16,402Commitments and contingenciesMembers equity/Partners capital:General partners interest
    
    
    
    
    
    
    4Limited partners interest
    
    
    
    
    
    
    443,896Members equity
    
    
    498,969
    
    
    
    Total members equity/partners capital
    
    
    498,969
    
    
    
    443,900Total liabilities and members equity/partners capital
    
    $
    1,137,194
    
    
    $
    1,138,070
  1




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TE PRODUCTS PIPELINE COMPANY, LLC
 
 STATEMENTS OF CONSOLIDATED INCOME
 (Unaudited)
 (Dollars in thousands)
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Operating revenues:Sales of petroleum products
    
    $
    9,403
    
    
    $
    
    
    
    $
    18,779
    
    
    $
    Transportation  Refined products
    
    
    41,718
    
    
    
    39,443
    
    
    
    78,853
    
    
    
    71,242Transportation  LPGs
    
    
    16,747
    
    
    
    13,354
    
    
    
    52,800
    
    
    
    42,775Other
    
    
    14,259
    
    
    
    15,601
    
    
    
    25,865
    
    
    
    27,179Total operating revenues
    
    
    82,127
    
    
    
    68,398
    
    
    
    176,297
    
    
    
    141,196Costs and expenses:Purchases of petroleum products
    
    
    9,311
    
    
    
    
    
    
    
    18,705
    
    
    
    Operating expense
    
    
    24,428
    
    
    
    26,168
    
    
    
    45,692
    
    
    
    49,493Operating fuel and power
    
    
    9,355
    
    
    
    8,289
    
    
    
    19,757
    
    
    
    17,543General and administrative
    
    
    4,242
    
    
    
    4,701
    
    
    
    8,317
    
    
    
    9,795Depreciation and amortization
    
    
    11,460
    
    
    
    9,865
    
    
    
    22,328
    
    
    
    19,894Taxes  other than income taxes
    
    
    2,771
    
    
    
    3,117
    
    
    
    5,857
    
    
    
    5,709Gains on sales of assets
    
    
    
    
    
    
    (18
    )
    
    
    (18,651
    )
    
    
    (25
    )Total costs and expenses
    
    
    61,567
    
    
    
    52,122
    
    
    
    102,005
    
    
    
    102,409Operating income
    
    
    20,560
    
    
    
    16,276
    
    
    
    74,292
    
    
    
    38,787Other income (expense):Interest expense  net
    
    
    (7,926
    )
    
    
    (7,955
    )
    
    
    (16,087
    )
    
    
    (16,289
    )Gain on sale of ownership interest in Mont
Belvieu Storage Partners, L.P.
    
    
    (189
    )
    
    
    
    
    
    
    59,648
    
    
    
    Equity losses
    
    
    (3,879
    )
    
    
    (2,366
    )
    
    
    (5,366
    )
    
    
    (3,632
    )Interest income
    
    
    229
    
    
    
    145
    
    
    
    431
    
    
    
    541Other income  net
    
    
    529
    
    
    
    19
    
    
    
    759
    
    
    
    402Income before provision for income taxes
    
    
    9,324
    
    
    
    6,119
    
    
    
    113,677
    
    
    
    19,809Provision for income taxes
    
    
    (63
    )
    
    
    
    
    
    
    98
    
    
    
    Net income
    
    $
    9,387
    
    
    $
    6,119
    
    
    $
    113,579
    
    
    $
    19,809
  2




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TE PRODUCTS PIPELINE COMPANY, LLC
 
 STATEMENTS OF CONSOLIDATED CASH FLOWS
 (Unaudited)
 (Dollars in thousands)
 For the Six Months EndedJune 30,2007
    
    
    2006Operating activities:Net income
    
    $
    113,579
    
    
    $
    19,809Adjustments to reconcile net income to cash provided by
operating activities:Depreciation and amortization
    
    
    22,328
    
    
    
    19,894Losses in equity investments
    
    
    5,366
    
    
    
    3,632Distributions from equity investments
    
    
    10,395
    
    
    
    7,840Gains on sales of assets
    
    
    (18,651
    )
    
    
    (25
    )Gain on sale of ownership interest in Mont Belvieu Storage
Partners, L.P.
    
    
    (59,648
    )
    
    
    Non-cash portion of interest expense
    
    
    178
    
    
    
    271Net effect of changes in operating accounts
    
    
    32,343
    
    
    
    (20,055
    )Net cash provided by operating activities
    
    
    105,890
    
    
    
    31,366Investing activities:Proceeds from sales of assets
    
    
    26,539
    
    
    
    Proceeds from sale of ownership interest
    
    
    137,606
    
    
    
    Investment in Mont Belvieu Storage Partners, L.P.
    
    
    
    
    
    
    (1,720
    )Investment in Centennial Pipeline LLC
    
    
    (11,081
    )
    
    
    (2,500
    )Cash paid for linefill on assets owned
    
    
    (15,095
    )
    
    
    Capital expenditures
    
    
    (71,240
    )
    
    
    (27,223
    )Capitalized costs incurred to develop identifiable intangible assets
    
    
    (2,500
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    64,229
    
    
    
    (31,443
    )Financing activities:Proceeds from note payable, Parent Partnership
    
    
    342,847
    
    
    
    44,812Repayments of note payable, Parent Partnership
    
    
    (454,456
    )
    
    
    (14,633
    )Distributions paid
    
    
    (58,510
    )
    
    
    (30,102
    )Net cash provided by (used in) financing activities
    
    
    (170,119
    )
    
    
    77Net change in cash and cash equivalents
    
    
    
    
    
    
    Cash and cash equivalents, January 1
    
    
    
    
    
    
    Cash and cash equivalents, June 30
    
    $
    
    
    
    $
    
  3




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TE PRODUCTS PIPELINE COMPANY, LLC
 
 STATEMENT OF CONSOLIDATED MEMBERS EQUITY/PARTNERS CAPITAL
 (Unaudited)
 (Dollars in thousands
 General
    
    
    Limited
    
    
    TEPPCO GP,
    
    
    TEPPCOPartners
    
    
    Partners
    
    
    Inc.
    
    
    Partners, L.P.Interest
    
    
    Interest
    
    
    Member Interest
    
    
    Member Interest
    
    
    TotalBalance, December 31, 2006
    
    $
    4
    
    
    $
    443,896
    
    
    $
    
    
    
    $
    
    
    
    $
    443,900Net income
    
    
    1
    
    
    
    113,578
    
    
    
    
    
    
    
    
    
    
    
    113,579Cash distributions
    
    
    (1
    )
    
    
    (58,509
    )
    
    
    
    
    
    
    
    
    
    
    (58,510
    )Conversion to limited liability
company
    
    
    (4
    )
    
    
    (498,965
    )
    
    
    4
    
    
    
    498,965
    
    
    
    Balance, June 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    498,965
    
    
    $
    498,969
  4




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE 1. COMPANY ORGANIZATION
 Company Organization
     Basis of Presentation
   5




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 2. GENERAL ACCOUNTING POLICIES AND RELATED MATTERS
 Business Segments
  Estimates
  Income Taxes  Texas Margin Tax
   Accounting for Income Taxes
 6




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Operating, General and Administrative Expenses
  Recent Accounting Developments
 How
Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the
Income Statement (That Is, Gross versus Net Presentation)
 Accounting for Uncertainty in Income Taxes Accounting for
Income Taxes
 Fair Value Measurements
 7




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Revenue Recognition
  Working Capital
  
 NOTE 3. ACCOUNTING FOR UNIT-BASED AWARDS
 Share-Based Payment
 1999 Phantom Unit Retention Plan
  8




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TE PRODUCTS PIPELINE COMPANY, LLC


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)






2000 Long Term Incentive Plan






2005 Phantom Unit Plan




9




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  EPCO, Inc. 2006 TPP Long-Term Incentive Plan
   Unit Options
  10




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Weighted-Weighted-
    
    
    AverageAverage
    
    
    RemainingNumber
    
    
    Strike Price
    
    
    Contractualof Units
    
    
    (dollars/unit)
    
    
    Term (in years)Options:Outstanding at December 31, 2006
    
    
    
    
    
    $
    
    
    
    
    Granted (1)
    
    
    155,000
    
    
    
    45.35Outstanding at June 30, 2007
    
    
    155,000
    
    
    $
    45.35
    
    
    
    9.9Options exercisable at:June 30, 2007
    
    
    
    
    
    $
    
    
    
    
    
 
 (1)
    
    The total grant date fair value of these awards was $0.4 million based on the following
assumptions: (i) expected life of option of 7 years, (ii) risk-free interest rate of
4.78%; (iii) expected distribution yield on Parent LPUs of 7.92%; and (iv) expected price
volatility on Parent LPUs of 18.03%.  Restricted Units
  Weighted-Average GrantNumber
    
    Date Fair Valueof Parent LPUs
    
    Per Unit(1)Restricted units at December 31, 2006
    
    
    Granted (2)
    
    
    62,900
    
    
    $
    37.64Forfeited
    
    
    (500
    )
    
    
    45.35Restricted units at June 30, 2007
    
    
    62,400
    
    
    $
    37.64
 
 (1)
    
    Determined by dividing the aggregate grant date fair value of awards (including an
allowance for forfeitures) by the number of awards issued.(2)
    
    Aggregate grant date fair value of restricted unit awards issued during 2007 was $2.4
million based on a grant date market price of Parent LPUs of $45.35 per Parent LPU and an
estimated forfeiture rate of 17%.  11




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Unit Appreciation Rights and Phantom Units
    
 NOTE 4. EMPLOYEE BENEFIT PLANS
   12




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits
  
 NOTE 5. FINANCIAL INSTRUMENT  INTEREST RATE SWAP
  
 NOTE 6. INVENTORIES
  June 30,
    
    
    December 31,2007
    
    
    2006Refined products and LPGs (1)
    
    $
    14,403
    
    
    $
    7,636Materials and supplies
    
    
    4,695
    
    
    
    5,093Total
    
    $
    19,098
    
    
    $
    12,729
 
 (1)
    
    Refined products and LPGs inventory is managed on a combined basis. 13




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 7. PROPERTY, PLANT AND EQUIPMENT
  EstimatedUseful Life
    
    
    June 30,
    
    
    December 31,In Years
    
    
    2007
    
    
    2006Land and right of way
    
    
    20-40
    
    
    $
    51,084
    
    
    $
    46,084Line pipe and fittings
    
    
    20-40
    
    
    
    664,282
    
    
    
    674,162Storage tanks
    
    
    20-40
    
    
    
    141,053
    
    
    
    131,128Buildings and improvements
    
    
    5-40
    (1)
    
    
    58,291
    
    
    
    53,094Machinery and equipment
    
    
    5-40
    (2)
    
    
    225,807
    
    
    
    196,109Construction work in progress
    
    
    
    
    
    
    156,937
    
    
    
    137,773Total property, plant and equipment
    
    
    
    
    
    $
    1,297,454
    
    
    $
    1,238,350Less accumulated depreciation and amortization
    
    
    
    
    
    
    393,139
    
    
    
    377,733Net property, plant and equipment
    
    
    
    
    
    $
    904,315
    
    
    $
    860,617
 
 (1)
    
    In general, the estimated useful lives of major components of this category are as
follows: buildings, 20-40 years and leasehold improvements and other, 5-10 years.(2)
    
    In general, the estimated useful lives of major components of this category are as
follows: pumping equipment, 20-30 years; other station equipment, 20-30 years; delivery
facilities, 20-40 years; communication systems, 5-10 years; office furniture and equipment,
5-10 years; and vehicles and other work equipment, 5-10 years.  
 NOTE 8. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
  Ownership
    
    
    Investments in unconsolidatedPercentage at
    
    
    affiliates atJune 30,
    
    
    June 30,
    
    
    December 31,2007
    
    
    2007
    
    
    2006Centennial Pipeline LLC (Centennial)
    
    
    50.0
    %
    
    $
    80,687
    
    
    $
    62,321MB Storage (1)
    
    
    
    
    
    
    
    
    
    
    85,626Other
    
    
    25.0
    %
    
    
    383
    
    
    
    369Total
    
    
    
    
    
    $
    81,070
    
    
    $
    148,316
 
 (1)
    
    Refers to our ownership interests in Mont Belvieu Storage Partners, L.P. and Mont Belvieu
Venture, LLC (collectively, MB Storage). On March 1, 2007, we sold our ownership interests
in these entities. 14




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    

    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Centennial
    
    $
    (2,762
    )
    
    $
    (3,401
    )
    
    $
    (6,749
    )
    
    $
    (7,313
    )MB Storage
    
    
    (1,123
    )
    
    
    1,043
    
    
    
    1,368
    
    
    
    3,692Other
    
    
    6
    
    
    
    (8
    )
    
    
    15
    
    
    
    (11
    )Equity losses
    
    $
    (3,879
    )
    
    $
    (2,366
    )
    
    $
    (5,366
    )
    
    $
    (3,632
    )
 Centennial
  MB Storage
   15




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Summarized Financial Information of Unconsolidated Affiliates
  For the Three Months EndedJune 30, 2007
    
    June 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income (Loss)
    
    Loss
    
    Revenues
    
    Income (Loss)
    
    Income (Loss)Centennial
    
    $
    11,735
    
    
    $
    2,395
    
    
    $
    (371
    )
    
    $
    8,930
    
    
    $
    (67
    )
    
    $
    (2,972
    )MB Storage (1)
    
    
    
    
    
    
    (708
    )
    
    
    (709
    )
    
    
    7,898
    
    
    
    1,335
    
    
    
    1,422
 For the Six Months EndedJune 30, 2007
    
    June 30, 2006Operating
    
    Net
    
    
    
    
    
    Operating
    
    NetRevenues
    
    Income (Loss)
    
    Income (Loss)
    
    Revenues
    
    Income (Loss)
    
    Income (Loss)Centennial
    
    $
    20,606
    
    
    $
    2,028
    
    
    $
    (3,617
    )
    
    $
    16,524
    
    
    $
    (1,478
    )
    
    $
    (7,235
    )MB Storage (1)
    
    
    7,544
    
    
    
    3,763
    
    
    
    3,890
    
    
    
    17,376
    
    
    
    5,715
    
    
    
    5,977
 
 (1)
    
    On March 1, 2007, we sold our ownership interest in MB Storage to Louis Dreyfus.  June 30, 2007Current
    
    Noncurrent
    
    Current
    
    Long-term
    
    Noncurrent
    
    PartnersAssets
    
    Assets
    
    Liabilities
    
    Debt
    
    Liabilities
    
    CapitalCentennial
    
    $
    16,787
    
    
    $
    253,250
    
    
    $
    16,637
    
    
    $
    135,000
    
    
    $
    7,179
    
    
    $
    111,221MB Storage (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 December 31, 2006Current
    
    Noncurrent
    
    Current
    
    Long-term
    
    Noncurrent
    
    PartnersAssets
    
    Assets
    
    Liabilities
    
    Debt
    
    Liabilities
    
    CapitalCentennial
    
    $
    17,478
    
    
    $
    258,206
    
    
    $
    38,843
    
    
    $
    140,000
    
    
    $
    5,971
    
    
    $
    90,870MB Storage
    
    
    19,257
    
    
    
    100,950
    
    
    
    2,116
    
    
    
    
    
    
    
    
    
    
    
    118,091
 
 (1)
    
    On March 1, 2007, we sold our ownership interest in MB Storage to Louis Dreyfus. 
 NOTE 9. DISPOSITIONS
 MB Storage
  16




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Other Refined Products Assets
  
 NOTE 10. INTANGIBLE ASSETS AND GOODWILL
 Intangible Assets
  June 30, 2007
    
    
    December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible assets:Transportation agreements
    
    $
    2,974
    
    
    $
    (642
    )
    
    $
    2,974
    
    
    $
    (386
    )Other
    
    
    2,500
    
    
    
    (43
    )
    
    
    
    
    
    
    Subtotal
    
    
    5,474
    
    
    
    (685
    )
    
    
    2,974
    
    
    
    (386
    )Excess investment:Centennial Pipeline LLC
    
    
    33,390
    
    
    
    (18,172
    )
    
    
    33,390
    
    
    
    (16,579
    )Total intangible assets
    
    $
    38,864
    
    
    $
    (18,857
    )
    
    $
    36,364
    
    
    $
    (16,965
    )
   17




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Intangible Assets
    
    Excess Investments2007
    
    $
    751
    
    
    $
    3,6752008
    
    
    685
    
    
    
    3,7992009
    
    
    685
    
    
    
    4,0042010
    
    
    685
    
    
    
    2,7982011
    
    
    685
    
    
    
    96
 Goodwill
 Goodwill and Other Intangible Assets
  
 NOTE 11. DEBT OBLIGATIONS
 Senior Notes
  RedemptionYear
    
    Price2008
    
    
    103.755
    %2009
    
    
    103.380
    %2010
    
    
    103.004
    %2011
    
    
    102.629
    %2012
    
    
    102.253
    %2013
    
    
    101.878
    %2014
    
    
    101.502
    %2015
    
    
    101.127
    %2016
    
    
    100.751
    %2017
    
    
    100.376
    %
 18




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Classification of
Short-Term Obligations Expected to be Refinanced.
   Fair ValueFace
    
    June 30,
    
    December 31,Value
    
    2007
    
    20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    180,630
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    218,762
    
    
    
    221,471
 Other Long Term Debt and Credit Facilities
  Parent Partnership Senior Notes
  19




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TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Parent Partnership Junior Subordinated Notes
    20




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Parent Partnership Revolving Credit Facility
   21




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 12. MEMBERS EQUITY AND DISTRIBUTIONS
 Quarterly Distributions of Available Cash
   EPCO, Inc. TPP Employee Unit Purchase Plan
    22




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 
 NOTE 13. RELATED PARTY TRANSACTIONS
  For the Three Months Ended
    
    For the Six Months EndedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Revenues from EPCO and affiliates:Transportation  LPGs
    
    $
    667
    
    
    $
    632
    
    
    $
    2,273
    
    
    $
    2,355Transportation  Refined products (1)
    
    
    44
    
    
    
    
    
    
    
    44
    
    
    
    Other operating revenues
    
    
    901
    
    
    
    171
    
    
    
    1,207
    
    
    
    209Revenues from unconsolidated affiliates:Other operating revenues (2)
    
    
    55
    
    
    
    67
    
    
    
    109
    
    
    
    135Costs and Expenses from EPCO and affiliates (3):Operating expense (4)
    
    
    12,255
    
    
    
    12,097
    
    
    
    23,299
    
    
    
    23,358General and administrative
    
    
    2,767
    
    
    
    1,909
    
    
    
    5,581
    
    
    
    4,313Costs and Expenses from unconsolidated affiliates:Operating expense (5)
    
    
    2,468
    
    
    
    981
    
    
    
    4,282
    
    
    
    2,025
 
 (1)
    
    Includes revenues from refined products transportation from affiliates of Energy
Transfer Equity L.P.(2)
    
    Includes management fees and rental revenues.(3)
    
    Includes payroll, payroll related expenses, administrative expenses, including
reimbursements related to employee benefits and employee benefit plans, incurred in
managing us and our subsidiaries in accordance with the ASA, rent expense and other
operating expenses.(4)
    
    Includes insurance expense for the three months ended June 30, 2007 and 2006, related
to premiums paid by EPCO of $1.6 million and $1.9 million, respectively, and for the six
months ended June 30, 2007 and 2006 of $3.9 million and $3.0 million, respectively. The
majority of our insurance coverage, including property, liability, business interruption,
auto and directors and officers liability insurance, was obtained through EPCO.(5)
    
    Includes rental expense and other operating expense.  June 30,
    
    December 31,2007
    
    2006Accounts receivable, related parties (1)
    
    $
    59,048
    
    
    $
    56,579Insurance reimbursement receivable
    
    
    1,426
    
    
    
    1,426Accounts payable, related parties (2)
    
    
    43,531
    
    
    
    6,679Deferred revenue, related parties
    
    
    
    
    
    
    252
 
 (1)
    
    Relates to cash management activities with our Parent Partnership.(2)
    
    Relates to direct payroll, payroll related costs and other operational related charges
from our Parent Partnership and EPCO and affiliates and transportation and other services
provided by unconsolidated affiliates. 
 23




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Relationship with Parent Partnership
   Relationship with EPCO and Affiliates
  
    
    EPCO and its consolidated private company subsidiaries;
    
    Texas Eastern Products Pipeline Company, LLC, the general partner of our Parent Partnership;
    
    Enterprise GP Holdings, which owns and controls TEPPCO LLC;
    
    Enterprise Products Partners L.P., which is controlled by affiliates of EPCO,
including Enterprise GP Holdings; and
    
    Duncan Energy Partners L.P., which is controlled by affiliates of EPCO.
     Sale of TEPPCO LLC to Enterprise GP Holdings
  24




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Other Transactions
   Relationship with Energy Transfer Equity
  Relationship with Unconsolidated Affiliates
  
 NOTE 14. COMMITMENTS AND CONTINGENCIES
 Litigation
 Ryan E. McCleery and Marcia S. McCleery, et
al. and Michael and Linda Robson, et al. v. Texas Eastern Corporation, et al. Michael and Linda Robson, et al.
v. Texas Eastern Corporation, et al
 25




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Rebecca L. Grisham et al. v. TE Products Pipeline Company,
Limited Partnership
 Jimmy R. Green,
et al. v. Cities Service Refinery, et al. th
   26




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   Regulatory Matters
    27




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



TE PRODUCTS PIPELINE COMPANY, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  
 NOTE 15. SUPPLEMENTAL CASH FLOW INFORMATION
  For the Six Months EndedJune 30,2007
    
    
    2006Decrease (increase) in:Accounts receivable, trade
    
    $
    5,072
    
    
    $
    10,505Accounts receivable, related parties
    
    
    (1,469
    )
    
    
    1,108Inventories
    
    
    (6,369
    )
    
    
    (2,033
    )Other current assets
    
    
    (1,374
    )
    
    
    957Other
    
    
    (6,993
    )
    
    
    (5,872
    )Increase (decrease) in:Accounts payable and accrued expenses
    
    
    5,342
    
    
    
    (5,518
    )Accounts payable, related parties
    
    
    36,852
    
    
    
    (295
    )Other
    
    
    1,282
    
    
    
    (18,907
    )Net effect of changes in operating accounts
    
    $
    32,343
    
    
    $
    (20,055
    )Supplemental disclosure of cash flows:Cash paid for interest (net of amounts capitalized)
    
    $
    19,703
    
    
    $
    16,637
 
 NOTE 16. SUBSEQUENT EVENT
 Acquisition of Assets
  30




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
  
    
    Cautionary Note Regarding Forward-Looking Statements.
    
    Overview of Critical Accounting Policies and Estimates.
    
    Overview of Business.
    
    Recent Developments  Discuss recent developments during the quarter ended June 30, 2007.
    
    Results of Operations  Discusses material period-to-period variances in the
statements of consolidated income.
    
    Financial Condition and Liquidity  Analyzes cash flows and financial position.
    
    Other Considerations  Addresses available sources of liquidity, trends, future
plans and contingencies that are reasonably likely to materially affect future
liquidity or earnings.
    
    Recent Accounting Pronouncements.
 we us our, Company TE
Products
 Parent Partnership
 TEPPCO GP
 TEPPCO LLC
 Enterprise GP Holdings
 Enterprise
 EPCO
 
 Cautionary Note Regarding Forward-Looking Statements
  31




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##### Table of Contents



Overview of Critical Accounting Policies and Estimates
  Overview of Business
   32




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##### Table of Contents



Recent Developments
   Results of Operations
  For the Three Months Ended
    
    
    Percentage
    
    
    For the Six Months Ended
    
    
    PercentageJune 30,
    
    
    Increase
    
    
    June 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    2007
    
    
    2006
    
    
    (Decrease)Volumes Delivered:Refined products
    
    
    44,922
    
    
    
    46,049
    
    
    
    (2
    %)
    
    
    80,675
    
    
    
    81,857
    
    
    
    (1
    %)LPGs
    
    
    6,964
    
    
    
    8,277
    
    
    
    (16
    %)
    
    
    23,562
    
    
    
    21,117
    
    
    
    12
    %Total
    
    
    51,886
    
    
    
    54,326
    
    
    
    (5
    %)
    
    
    104,237
    
    
    
    102,974
    
    
    
    1
    %Average Tariff per Barrel:Refined products
    
    $
    0.93
    
    
    $
    0.86
    
    
    
    8
    %
    
    $
    0.98
    
    
    $
    0.87
    
    
    
    13
    %LPGs
    
    
    2.40
    
    
    
    1.61
    
    
    
    49
    %
    
    
    2.24
    
    
    
    2.03
    
    
    
    10
    %Average system tariff per barrel
    
    
    1.13
    
    
    
    0.97
    
    
    
    16
    %
    
    
    1.26
    
    
    
    1.11
    
    
    
    14
    %
  Three Months Ended June 30, 2007 Compared with Three Months Ended June 30, 2006
  33




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##### Table of Contents



For the Three Months EndedJune 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Centennial
    
    $
    (2,762
    )
    
    $
    (3,401
    )
    
    $
    639MB Storage
    
    
    (1,123
    )
    
    
    1,043
    
    
    
    (2,166
    )Other
    
    
    6
    
    
    
    (8
    )
    
    
    14Total equity losses
    
    $
    (3,879
    )
    
    $
    (2,366
    )
    
    $
    (1,513
    )
 34




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##### Table of Contents



Six Months Ended June 30, 2007 Compared with Six Months Ended June 30, 2006
      35




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##### Table of Contents



For the Six Months EndedJune 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)Centennial
    
    $
    (6,749
    )
    
    $
    (7,313
    )
    
    $
    564MB Storage
    
    
    1,368
    
    
    
    3,692
    
    
    
    (2,324
    )Other
    
    
    15
    
    
    
    (11
    )
    
    
    26Total equity losses
    
    $
    (5,366
    )
    
    $
    (3,632
    )
    
    $
    (1,734
    )
     Income Taxes  Texas Margin Tax
  36




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##### Table of Contents



Accounting for Income Taxes
 Financial Condition and Liquidity
  For the Six Months EndedJune 30,2007
    
    2006Cash provided by (used in):Operating activities
    
    $
    105,890
    
    
    $
    31,366Investing activities
    
    
    64,229
    
    
    
    (31,443
    )Financing activities
    
    
    (170,119
    )
    
    
    77
 37




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##### Table of Contents



Operating Activities
  For the Six Months EndedJune 30,2007
    
    
    2006Net income
    
    $
    113,579
    
    
    $
    19,809Depreciation and amortization
    
    
    22,328
    
    
    
    19,894Losses in equity investments
    
    
    5,366
    
    
    
    3,632Distributions from equity investments
    
    
    10,395
    
    
    
    7,840Gains on sales of assets
    
    
    (18,651
    )
    
    
    (25
    )Gain on sale of ownership interest in MB Storage
    
    
    (59,648
    )
    
    
    Non-cash portion of interest expense
    
    
    178
    
    
    
    271Net effect of changes in operating accounts
    
    
    32,343
    
    
    
    (20,055
    )Net cash provided by operating activities
    
    $
    105,890
    
    
    $
    31,366
   Investing Activities
  Financing Activities
  38




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##### Table of Contents



Other Considerations
 Universal Shelf
  Credit Facilities
    39




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##### Table of Contents



Future Capital Needs and Commitments
   Liquidity Outlook
  Classification of
Short-Term Obligations Expected to be Refinanced.
 Off-Balance Sheet Arrangements
    40




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##### Table of Contents



Contractual Obligations
  Credit Ratings
   Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  41




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##### Table of Contents



Fair ValueFace
    
    June 30,
    
    December 31,Value
    
    2007
    
    20066.45% Senior Notes, due January 2008
    
    $
    180,000
    
    
    $
    180,630
    
    
    $
    181,6417.51% Senior Notes, due January 2028
    
    
    210,000
    
    
    
    218,762
    
    
    
    221,471
   
 Item 4. Controls and Procedures
  (i)
    
    that our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated
and communicated to our management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure; and(ii)
    
    that our disclosure controls and procedures are effective.
 42




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##### Table of Contents



Changes in Internal Control over Financial Reporting
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  We depend on the leadership and involvement of our key personnel for the success of our business.
  The credit and risk profile of TEPPCO LLC and its owners could adversely affect our credit ratings
and profile.
  43
    Table of Contents    Our status as a limited liability company may be a disadvantage to us in calculating our cost of
service for rate-making purposes.
    TEPPCO LLC and its affiliates may have conflicts with our company.
  44




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##### Table of Contents




    
    decisions of TEPPCO LLC regarding the amount and timing of cash expenditures,
borrowings and issuances of other Parent Partnership debt or equity securities can
affect the amount of distributions
payments we make to the Parent Partnership and the amount of incentive compensation
payments the Parent Partnership makes to TEPPCO LLC;
    
    decisions of TEPPCO LLC regarding our acquisitions or expansions, which may
provide benefits to TEPPCO LLC and its affiliates;
    
    under our Company Agreement we reimburse the Manager for the costs of managing
and operating us:
    
    under our Parent Partnerships partnership agreement, it is not a breach of
TEPPCO LLCs fiduciary duties for affiliates of TEPPCO LLC to engage in activities
that compete with us;
    
    the directors and officers of TEPPCO LLC are allowed to resolve conflicts of
interest involving us and EPCO and its affiliates;
    
    the directors and officers of TEPPCO LLC are allowed to take into account the
interests of parties other than us, such as EPCO and its affiliates, in resolving
conflicts of interest;
    
    any resolution of a conflict of interest by the directors and officers of TEPPCO
LLC not made in bad faith and that is fair and reasonable to us shall be binding on
us and shall not be a breach of our Company Agreement;
    
    we do not have any employees and we rely solely on employees of EPCO;
    
    our Company Agreement does not restrict TEPPCO LLC from causing us to pay it or
its affiliates for any services rendered to us or entering into additional
contractual arrangements with any of these entities on our behalf; and
    
    the directors and officers of TEPPCO LLC and EPCO control the enforcement of
obligations owed to us by TEPPCO LLC, EPCO and its affiliates.
  If EPCO or other entities that own or control TEPPCO LLC are presented with certain business
opportunities, Enterprise will have the first right to pursue such opportunities.
  To the extent that TEPPCO LLC shares executive offices or other personnel with EPCO and its
affiliates, there may be conflicts in the allocation of their time and compensation costs between
our business and the business of EPCO and its other affiliates.
  45




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##### Table of Contents



If we or our Parent Partnership were treated as a corporation for federal income tax purposes
or became subject to a material amount of state income taxes, our cash flow available to service
our debt and make distributions to our Parent Partnership might be materially reduced.
   
 Item 6. Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Company Agreement of TE Products Pipeline Company, LLC by and between TEPPCO
GP, Inc. and TEPPCO Partners, L.P. dated as of June 30, 2007 (Filed as Exhibit 3.2 to
the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File
No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.1
    
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
February 20, 2002 and incorporated herein by reference).4.3
    
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
the Current Report on Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403)
filed on February 20, 2002 and incorporated herein by reference).4.4
    
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P.,
 46




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##### Table of Contents



ExhibitNumber
    
    DescriptionTEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P.,
as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and
incorporated herein by reference).4.5
    
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).4.6
    
    
    Indenture, dated as of May 14, 2007, among TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary guarantors, and the Bank
of New York Trust Company, N.A., as trustee (Filed as Exhibit 99.1 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on May
15, 2007 and incorporated herein by reference).4.7
    
    
    First Supplemental Indenture, dated as of May 18, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as
subsidiary guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File No. 1-10403) filed on May 18, 2007 and incorporated herein by reference).4.8
    
    
    First Supplemental Indenture, dated as of June 30, 2007, by and among TE
Products Pipeline Company, LLC and The Bank of New York Trust Company, N.A., as trustee
(Filed as Exhibit 4.1 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and incorporated
herein by reference).4.9
    
    
    Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. , Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit
4.2 to the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission
File No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.10
    
    Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the
Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File No.
1-13603) filed on July 6, 2007 and incorporated herein by reference).10.1+
    
    Form of TPP Employee Unit Appreciation Right Grant (Texas Eastern Products
Pipeline Company, LLC) under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed
as Exhibit 10.1 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File no. 1-10403) filed on May 24, 2007 and incorporated herein by reference).10.2
    
    Replacement of Capital Covenant, May 18, 2007, by and among TEPPCO Partners,
L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit
 47




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##### Table of Contents



ExhibitNumber
    
    Description99.1 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) filed on May 18, 2007 and incorporated herein by reference).10.3+
    
    
    Form of Phantom Unit Grant for Directors of Texas Eastern Products Pipeline
Company, LLC under the EPCO, Inc. TPP Long-Term Incentive Plan, as amended (Filed as
Exhibit
10.3 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended June 30, 2007 and incorporated herein by reference).10.4
    
    
    Second Amendment to
Fourth Amended and Restated Administrative Services Agreement dated August 7, 2007, but
effective as of May 7, 2007 (Filed as Exhibit 10.1 to Form 10-Q of Duncan Energy Partners
L.P. (Commission File No. 1-33266) for the quarter ended June 30, 2007 and incorporated
herein by reference).10.5
    
    
    Assignment, Assumption and Amendment No. 2 to Guaranty Agreement,
dated as of May 21, 2007, by and among TE Products
Pipeline Company, Limited Partnership, Marathon Petroleum
Company, LLC and Marathon Oil Corporation (Filed as
Exhibit 10.7 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter
ended June 30, 2007 and incorporated herein by reference).31.1*
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement. 
 SIGNATURES
  TE Products Pipeline Company, LLCBy: TEPPCO GP, Inc., its Sole ManagerBy:
    
    /s/ JERRY E. THOMPSONJerry E. Thompson,Date: August 8, 2007
    
    
    
    
    
    President and Chief Executive Officer of
TEPPCO GP, Inc.By:
    
    /s/ WILLIAM G. MANIASWilliam G. Manias,Date: August 8, 2007
    
    
    
    
    
    Vice President and Chief Financial Officer of 
TEPPCO GP, Inc.
 48




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##### Table of Contents



Index To Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Company Agreement of TE Products Pipeline Company, LLC by and between TEPPCO
GP, Inc. and TEPPCO Partners, L.P. dated as of June 30, 2007 (Filed as Exhibit 3.2 to
the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File
No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.1
    
    
    Form of Indenture between TE Products Pipeline Company, Limited Partnership and
The Bank of New York, as Trustee, dated as of January 27, 1998 (Filed as Exhibit 4.3 to
TE Products Pipeline Company, Limited Partnerships Registration Statement on Form S-3
(Commission File No. 333-38473) and incorporated herein by reference).4.2
    
    
    Form of Indenture between TEPPCO Partners, L.P., as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and
Jonah Gas Gathering Company, as subsidiary guarantors, and First Union National Bank,
NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.2 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on
February 20, 2002 and incorporated herein by reference).4.3
    
    
    First Supplemental Indenture between TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Jonah Gas Gathering Company, as subsidiary guarantors, and First Union
National Bank, NA, as trustee, dated as of February 20, 2002 (Filed as Exhibit 99.3 to
the Current Report on Form 8-K of TEPPCO Partners, L.P (Commission File No. 1-10403)
filed on February 20, 2002 and incorporated herein by reference).4.4
    
    
    Second Supplemental Indenture, dated as of June 27, 2002, among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P.,




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##### Table of Contents



ExhibitNumber
    
    DescriptionTEPPCO Midstream Companies, L.P., and Jonah Gas Gathering Company, as Initial
Subsidiary Guarantors, and Val Verde Gas Gathering Company, L.P.,
as New Subsidiary
Guarantor, and Wachovia Bank, National Association, formerly known as First Union
National Bank, as trustee (Filed as Exhibit 4.6 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter ended June 30, 2002 and
incorporated herein by reference).4.5
    
    
    Third Supplemental Indenture among TEPPCO Partners, L.P. as issuer, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P.,
Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary
Guarantors, and Wachovia Bank, National Association, as trustee, dated as of January
30, 2003 (Filed as Exhibit 4.7 to Form 10-K of TEPPCO Partners, L.P. (Commission File
No. 1-10403) for the year ended December 31, 2002, and incorporated herein by
reference).4.6
    
    
    Indenture, dated as of May 14, 2007, among TEPPCO Partners, L.P., as issuer, TE
Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies,
L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary guarantors, and the Bank
of New York Trust Company, N.A., as trustee (Filed as Exhibit 99.1 to the Current
Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No. 1-10403) filed on May
15, 2007 and incorporated herein by reference).4.7
    
    
    First Supplemental Indenture, dated as of May 18, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as
subsidiary guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed
as Exhibit 4.2 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File No. 1-10403) filed on May 18, 2007 and incorporated herein by reference).4.8
    
    
    First Supplemental Indenture, dated as of June 30, 2007, by and among TE
Products Pipeline Company, LLC and The Bank of New York Trust Company, N.A., as trustee
(Filed as Exhibit 4.1 to the Current Report on Form 8-K of TE Products Pipeline
Company, LLC (Commission File No. 1-13603) filed on July 6, 2007 and incorporated
herein by reference).4.9
    
    
    Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P. , Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit
4.2 to the Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission
File No. 1-13603) filed on July 6, 2007 and incorporated herein by reference).4.10
    
    
    Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO
Partners, L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM,
L.P., TEPPCO Midstream Companies, L.P., Val Verde Gas Gathering Company, L.P., TE
Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as subsidiary
guarantors, and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the
Current Report on Form 8-K of TE Products Pipeline Company, LLC (Commission File No.
1-13603) filed on July 6, 2007 and incorporated herein by reference).4.11
    
    
    Fourth Amendment to Amended and Restated Credit Agreement,
dated as of June 30, 2007, by and among TEPPCO Partners, L.P.,
the Borrower, several banks and other financial institutions,
the Lenders, SunTrust Bank, as the Administrative Agent for
the Lenders and as the LC Issuing Bank, Wachovia Bank,
National Association, as Syndication Agent, and BNP Paribas,
JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland Plc,
as Co-Documentation (Filed as Exhibit 4.14 to
Form 10-Q of TEPPCO Partners, L.P. (Commission
File No. 1-10403) for the quarter ended
June 30, 2007 and incorporated herein by reference).10.1+
    
    
    Form of TPP Employee Unit Appreciation Right Grant (Texas Eastern Products
Pipeline Company, LLC) under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan (Filed
as Exhibit 10.1 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission
File no. 1-10403) filed on May 24, 2007 and incorporated herein by reference).10.2
    
    
    Replacement of Capital Covenant, May 18, 2007, by and among TEPPCO Partners,
L.P., as issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO
Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as subsidiary
guarantors, and The Bank of New York Trust Company, N.A., as trustee (Filed as Exhibit




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##### Table of Contents



ExhibitNumber
    
    Description99.1 to the Current Report on Form 8-K of TEPPCO Partners, L.P. (Commission File No.
1-10403) filed on May 18, 2007 and incorporated herein by reference).10.3+
    
    
    Form of Phantom Unit Grant for Directors of Texas Eastern Products Pipeline
Company, LLC under the EPCO, Inc. TPP Long-Term Incentive Plan, as amended (Filed as
Exhibit
10.3 to Form 10-Q of TEPPCO Partners, L.P. (Commission File No. 1-10403) for
the quarter ended June 30, 2007 and incorporated herein by reference).10.4
    
    
    Second Amendment to
Fourth Amended and Restated Administrative Services Agreement dated August 7, 2007, but
effective as of May 7, 2007 (Filed as Exhibit 10.1 to Form 10-Q of Duncan Energy Partners
L.P. (Commission File No. 1-33266) for the quarter ended June 30, 2007 and incorporated
herein by reference).10.5
    
    
    Assignment, Assumption and Amendment No. 2 to Guaranty Agreement,
dated as of May 21, 2007, by and among TE Products
Pipeline Company, Limited Partnership, Marathon Petroleum
Company, LLC and Marathon Oil Corporation (Filed as
Exhibit 10.7 to Form 10-Q of TEPPCO Partners, L.P.
(Commission File No. 1-10403) for the quarter
ended June 30, 2007 and incorporated herein by reference).31.1*
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1**
    
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith pursuant to Item 601(b)-(32) of Regulation S-K.+
    
    A management contract or compensation plan or arrangement.