ENTERPRISE PRODUCTS PARTNERS L P (Form: 10-Q, Received: 05/10/2012 09:09:39)

Exhibit Number	Exhibit*
2.1	Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed December 15, 2003).

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2.2	Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 7, 2004).
2.3	Parent Company Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.2 to Form 8-K filed December 15, 2003).
2.4	Amendment No. 1 to Parent Company Agreement, dated as of April 19, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.1 to Form 8-K filed April 21, 2004).
2.5	Purchase and Sale Agreement (Gas Plants), dated as of December 15, 2003, by and between El Paso Corporation, El Paso Field Services Management, Inc., El Paso Transmission, L.L.C., El Paso Field Services Holding Company and Enterprise Products Operating L.P. (incorporated by reference to Exhibit 2.4 to Form 8-K filed December 15, 2003).
2.6	Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed June 29, 2009).
2.7	Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub A LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed June 29, 2009).
2.8	Agreement and Plan of Merger, dated as of September 3, 2010, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise ETE LLC, Enterprise GP Holdings L.P. and EPE Holdings, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 7, 2010).
2.9	Agreement and Plan of Merger, dated as of September 3, 2010, by and among Enterprise Products GP, LLC, Enterprise GP Holdings L.P. and EPE Holdings, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed September 7, 2010).
2.10	Contribution Agreement, dated as of September 30, 2010, by and between Enterprise Products Company and Enterprise Products Partners L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed October 1, 2010).
2.11	Agreement and Plan of Merger, dated as of April 28, 2011, by and among Enterprise Products Partners L.P., Enterprise Products Holdings LLC, EPD MergerCo LLC, Duncan Energy Partners L.P. and DEP Holdings, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed April 29, 2011).
3.1	Certificate of Limited Partnership of Enterprise Products Partners L.P. (incorporated by reference to Exhibit 3.6 to Form 10-Q filed November 9, 2007).
3.2	Certificate of Amendment to Certificate of Limited Partnership of Enterprise Products Partners L.P., filed on November 22, 2010 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.6 to Form 8-K filed November 23, 2010).
3.3	Sixth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated November 22, 2010 (incorporated by reference to Exhibit 3.2 to Form 8-K filed November 23, 2010).
3.4	Amendment No. 1 to Sixth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated effective as of August 11, 2011 (incorporated by reference to Exhibit 3.1 to Form 8-K filed August 16, 2011).
3.5	Certificate of Formation of Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC) (incorporated by reference to Exhibit 3.3 to Form S-1/A Registration Statement, Reg. No. 333-124320, filed by Enterprise GP Holdings L.P. on July 22, 2005).
3.6	Certificate of Amendment to Certificate of Formation of Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC), filed on November 22, 2010 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.5 to Form 8-K filed November 23, 2010).

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3.7	Fifth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC dated effective as of September 7, 2011 (incorporated by reference to Exhibit 3.1 to Form 8-K filed September 8, 2011).
3.8	Company Agreement of Enterprise Products Operating LLC dated June 30, 2007 (incorporated by reference to Exhibit 3.3 to Form 10-Q filed August 8, 2007).
3.9	Certificate of Incorporation of Enterprise Products OLPGP, Inc., dated December 3, 2003 (incorporated by reference to Exhibit 3.5 to Form S-4 Registration Statement, Reg. No. 333-121665, filed December 27, 2004).
3.10	Bylaws of Enterprise Products OLPGP, Inc., dated December 8, 2003 (incorporated by reference to Exhibit 3.6 to Form S-4 Registration Statement, Reg. No. 333-121665, filed December 27, 2004).
4.1	Form of Common Unit certificate (incorporated by reference to Exhibit A to Exhibit 3.1 to Form 8-K filed August 16, 2011).
4.2	Indenture, dated as of March 15, 2000, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and First Union National Bank, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 10, 2000).
4.3	First Supplemental Indenture, dated as of January 22, 2003, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4, Reg. No. 333-102776, filed January 28, 2003).
4.4	Second Supplemental Indenture, dated as of February 14, 2003, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 10-K filed March 31, 2003).
4.5	Third Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and U.S. Bank National Association, as successor Trustee (incorporated by reference to Exhibit 4.55 to Form 10-Q filed August 8, 2007).
4.6	Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 6, 2004).
4.7	Third Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed October 6, 2004).
4.8	Fourth Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.5 to Form 8-K filed October 6, 2004).
4.9	Fifth Supplemental Indenture, dated as of March 2, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed March 3, 2005).
4.10	Sixth Supplemental Indenture, dated as of March 2, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed March 3, 2005).
4.11	Eighth Supplemental Indenture, dated as of July 18, 2006, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed July 19, 2006).
4.12	Ninth Supplemental Indenture, dated as of May 24, 2007, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed May 24, 2007).

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4.13	Tenth Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.54 to Form 10-Q filed August 8, 2007).
4.14	Eleventh Supplemental Indenture, dated as of September 4, 2007, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 5, 2007).
4.15	Twelfth Supplemental Indenture, dated as of April 3, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed April 3, 2008).
4.16	Thirteenth Supplemental Indenture, dated as of April 3, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed April 3, 2008).
4.17	Fourteenth Supplemental Indenture, dated as of December 8, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed December 8, 2008).
4.18	Fifteenth Supplemental Indenture, dated as of June 10, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed June 10, 2009).
4.19	Sixteenth Supplemental Indenture, dated as of October 5, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
4.20	Seventeenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2009).
4.21	Eighteenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed October 28, 2009).
4.22	Nineteenth Supplemental Indenture, dated as of May 20, 2010, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed May 20, 2010).
4.23	Twentieth Supplemental Indenture, dated as of January 13, 2011, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 13, 2011).
4.24	Twenty-First Supplemental Indenture, dated as of August 24, 2011, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed August 24, 2011).
4.25#	Twenty-Second Supplemental Indenture, dated as of February 15, 2012, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee.
4.26	Global Note representing $350.0 million principal amount of 6.375% Series B Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-4, Reg. No. 333-102776, filed January 28, 2003).
4.27	Global Note representing $499.2 million principal amount of 6.875% Series B Senior Notes due 2033 with attached Guarantee (incorporated by reference to Exhibit 4.5 to Form 10-K filed March 31, 2003).

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4.28	Global Notes representing $450.0 million principal amount of 7.50% Senior Notes due 2011 (incorporated by reference to Exhibit 4.1 to Form 8-K filed January 25, 2001).
4.29	Global Note representing $500.0 million principal amount of 5.60% Series B Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.17 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
4.30	Global Note representing $150.0 million principal amount of 5.60% Series B Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.18 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
4.31	Global Note representing $350.0 million principal amount of 6.65% Series B Senior Notes due 2034 with attached Guarantee (incorporated by reference to Exhibit 4.19 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
4.32	Global Note representing $250.0 million principal amount of 5.00% Series B Senior Notes due 2015 with attached Guarantee (incorporated by reference to Exhibit 4.31 to Form 10-Q filed November 4, 2005).
4.33	Global Note representing $250.0 million principal amount of 5.75% Series B Senior Notes due 2035 with attached Guarantee (incorporated by reference to Exhibit 4.32 to Form 10-Q filed November 4, 2005).
4.34	Form of Junior Subordinated Note, including Guarantee (incorporated by reference to Exhibit 4.2 to Form 8-K filed July 19, 2006).
4.35	Global Note representing $800.0 million principal amount of 6.30% Senior Notes due 2017 with attached Guarantee (incorporated by reference to Exhibit 4.38 to Form 10-Q filed November 9, 2007).
4.36	Form of Global Note representing $400.0 million principal amount of 5.65% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed April 3, 2008).
4.37	Form of Global Note representing $700.0 million principal amount of 6.50% Senior Notes due 2019 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed April 3, 2008).
4.38	Form of Global Note representing $500.0 million principal amount of 9.75% Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed December 8, 2008).
4.39	Form of Global Note representing $500.0 million principal amount of 4.60% Senior Notes due 2012 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed June 10, 2009).
4.40	Form of Global Note representing $500.0 million principal amount of 5.25% Senior Notes due 2020 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
4.41	Form of Global Note representing $600.0 million principal amount of 6.125% Senior Notes due 2039 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
4.42	Form of Global Note representing $490.5 million principal amount of 7.625% Senior Notes due 2012 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 28, 2009).
4.43	Form of Global Note representing $182.6 million principal amount of 6.125% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed October 28, 2009).
4.44	Form of Global Note representing $237.6 million principal amount of 5.90% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.5 to Form 8-K filed October 28, 2009).
4.45	Form of Global Note representing $349.7 million principal amount of 6.65% Senior Notes due 2018 with attached Guarantee (incorporated by reference to Exhibit 4.6 to Form 8-K filed October 28, 2009).
4.46	Form of Global Note representing $399.6 million principal amount of 7.55% Senior Notes due 2038 with attached Guarantee (incorporated by reference to Exhibit 4.7 to Form 8-K filed October 28, 2009).

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4.47	Form of Global Note representing $285.8 million principal amount of 7.000% Junior Subordinated Notes due 2067 with attached Guarantee (incorporated by reference to Exhibit 4.8 to Form 8-K filed October 28, 2009).
4.48	Form of Global Note representing $400.0 million principal amount of 3.70% Senior Notes due 2015 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
4.49	Form of Global Note representing $1.0 billion principal amount of 5.20% Senior Notes due 2020 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
4.50	Form of Global Note representing $600.0 million principal amount of 6.45% Senior Notes due 2040 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
4.51	Form of Global Note representing $750.0 million principal amount of 3.20% Senior Notes due 2016 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 13, 2011).
4.52	Form of Global Note representing $750.0 million principal amount of 5.95% Senior Notes due 2041 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 13, 2011).
4.53	Form of Global Note representing $650.0 million principal amount of 4.05% Senior Notes due 2022 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011).
4.54	Form of Global Note representing $600.0 million principal amount of 5.70% Senior Notes due 2042 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011).
4.55	Form of Global Note representing $750.0 million principal amount of 4.85% Senior Notes due 2042 with attached Guarantee (included in Exhibit 4.25 above).
4.56	Replacement Capital Covenant, dated May 24, 2007, executed by Enterprise Products Operating L.P. and Enterprise Products Partners L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 99.1 to Form 8-K filed May 24, 2007).
4.57	First Amendment to Replacement Capital Covenant dated August 25, 2006, executed by Enterprise Products Operating L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 99.2 to Form 8-K filed August 25, 2006).
4.58	Replacement Capital Covenant, dated October 27, 2009, among Enterprise Products Operating LLC and Enterprise Products Partners L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 4.9 to Form 8-K filed October 28, 2009).
4.59	Indenture, dated February 20, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Subsidiary Guarantors, and First Union National Bank, NA, as Trustee (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by TEPPCO Partners, L.P. on February 20, 2002).
4.60	First Supplemental Indenture, dated February 20, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Subsidiary Guarantors, and First Union National Bank, NA, as Trustee (incorporated by reference to Exhibit 99.3 to the Form 8-K filed by TEPPCO Partners, L.P. on February 20, 2002).
4.61	Second Supplemental Indenture, dated June 27, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Initial Subsidiary Guarantors, 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 (incorporated by reference to Exhibit 4.6 to the Form 10-Q filed by TEPPCO Partners, L.P. on August 14, 2002).
4.62	Third Supplemental Indenture, dated January 20, 2003, by and 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 (incorporated by reference to Exhibit 4.7 to the Form 10-K filed by TEPPCO Partners, L.P. on March 21, 2003).

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4.63	Full Release of Guarantee, dated July 31, 2006, by Wachovia Bank, National Association, as Trustee, in favor of Jonah Gas Gathering Company (incorporated by reference to Exhibit 4.8 to the Form 10-Q filed by TEPPCO Partners, L.P. on November 7, 2006).
4.64	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 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by TE Products Pipeline Company, LLC on July 6, 2007).
4.65	Fifth Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.11 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
4.66	Sixth Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.12 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
4.67	Seventh Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.13 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
4.68	Eighth Supplemental Indenture, dated October 27, 2009, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by TEPPCO Partners, L.P. on October 28, 2009).
4.69	Full Release of Guarantee, dated November 23, 2009, of TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P. by U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.64 to Form 10-K filed on March 1, 2010).
4.70	Indenture, dated May 14, 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 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by TEPPCO Partners, L.P. on May 15, 2007).
4.71	First Supplemental Indenture, dated 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 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TEPPCO Partners, L.P. on May 18, 2007).
4.72	Replacement of Capital Covenant, dated May 18, 2007, executed by TEPPCO Partners, L.P., TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P. in favor of the covered debt holders described therein (incorporated by reference to Exhibit 99.1 to the Form 8-K of TEPPCO Partners, L.P. on May 18, 2007).
4.73	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. and Val Verde Gas Gathering Company, L.P., as Existing Subsidiary Guarantors, TE Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as New Subsidiary Guarantors, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TE Products Pipeline Company, LLC on July 6, 2007).

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4.74	Third Supplemental Indenture, dated as of October 27, 2009, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TEPPCO Partners, L.P. on October 28, 2009).
4.75	Full Release of Guarantee, dated as of November 23, 2009, of TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P. by The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.70 to Form 10-K filed on March 1, 2010).
12.1#	Computation of ratio of earnings to fixed charges for the three months ended March 31, 2012 and for each of the five years ended December 31, 2011, 2010, 2009, 2008 and 2007.
31.1#	Sarbanes-Oxley Section 302 certification of Michael A. Creel for Enterprise Products Partners L.P.’s for the March 31, 2012 quarterly report on Form 10-Q.
31.2#	Sarbanes-Oxley Section 302 certification of W. Randall Fowler for Enterprise Products Partners L.P.’s for the March 31, 2012 quarterly report on Form 10-Q.
32.1#	Sarbanes-Oxley Section 906 certification of Michael A. Creel for Enterprise Products Partners L.P.’s for the March 31, 2012 quarterly report on Form 10-Q.
32.2#	Sarbanes-Oxley Section 906 certification of W. Randall Fowler for Enterprise Products Partners L.P.’s for the March 31, 2012 quarterly report on Form 10-Q.
101.CAL#	XBRL Calculation Linkbase Document
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Delaware		76-0568219
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

	1100 Louisiana Street, 10th Floor
	Houston, Texas 77002
	(Address of Principal Executive Offices, Including Zip Code)

	(713) 381-6500
	(Registrant’s Telephone Number, Including Area Code)

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

		Page No.
PART I. FINANCIAL INFORMATION.
Item 1.	Financial Statements.
	Unaudited Condensed Consolidated Balance Sheets	2
	Unaudited Condensed Statements of Consolidated Operations	3
	Unaudited Condensed Statements of Consolidated Comprehensive Income	4
	Unaudited Condensed Statements of Consolidated Cash Flows	5
	Unaudited Condensed Statements of Consolidated Equity	6
	Notes to Unaudited Condensed Consolidated Financial Statements:
	1. Partnership Operations, Organization and Basis of Presentation	7
	2. General Accounting Matters	8
	3. Equity-based Awards	11
	4. Derivative Instruments, Hedging Activities and Fair Value Measurements	13
	5. Inventories	21
	6. Property, Plant and Equipment	22
	7. Investments in Unconsolidated Affiliates	23
	8. Intangible Assets and Goodwill	26
	9. Debt Obligations	27
	10. Equity and Distributions	29
	11. Business Segments	31
	12. Related Party Transactions	35
	13. Earnings Per Unit	36
	14. Commitments and Contingencies	37
	15. Supplemental Cash Flow Information	38
	16. Condensed Consolidating Financial Information	39
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	46
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	60
Item 4.	Controls and Procedures.	63

PART II. OTHER INFORMATION.
Item 1.	Legal Proceedings.	64
Item 1A.	Risk Factors.	64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	64
Item 3.	Defaults upon Senior Securities.	64
Item 4.	Mine Safety Disclosures.	64
Item 5.	Other Information.	64
Item 6.	Exhibits.	64

Signatures		72

	March 31,			December 31,
ASSETS	2012			2011
Current assets:
Cash and cash equivalents	$	88.3		$	19.8
Restricted cash		81.8			38.5
Accounts receivable – trade, net of allowance for doubtful accounts of $13.0 at March 31, 2012 and $13.4 at December 31, 2011		4,526.7			4,501.8
Accounts receivable – related parties		13.4			43.5
Inventories		934.1			1,111.7
Prepaid and other current assets		452.9			353.4
Total current assets		6,097.2			6,068.7
Property, plant and equipment, net		22,910.3			22,191.6
Investments in unconsolidated affiliates		895.3			1,859.6
Intangible assets, net of accumulated amortization of $987.9 at March 31, 2012 and $990.4 at December 31, 2011		1,644.2			1,656.2
Goodwill		2,092.3			2,092.3
Other assets		253.4			256.7
Total assets	$	33,892.7		$	34,125.1

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of debt	$	1,050.0		$	500.0
Accounts payable – trade		872.0			773.0
Accounts payable – related parties		79.3			211.6
Accrued product payables		4,830.4			5,047.1
Accrued interest		184.5			288.1
Other current liabilities		680.4			612.6
Total current liabilities		7,696.6			7,432.4
Long-term debt (see Note 9)		13,570.8			14,029.4
Deferred tax liabilities		22.0			91.2
Other long-term liabilities		215.0			352.8
Commitments and contingencies (see Note 14)
Equity: (see Note 10)
Partners’ equity:
Limited partners:
Common units (883,831,574 units outstanding at March 31, 2012 and 881,620,418 units outstanding at December 31, 2011)		12,502.1			12,346.3
Class B units (4,520,431 units outstanding at March 31, 2012 and December 31, 2011)		118.5			118.5
Accumulated other comprehensive loss		(341.8	)		(351.4	)
Total partners’ equity		12,278.8			12,113.4
Noncontrolling interests		109.5			105.9
Total equity		12,388.3			12,219.3
Total liabilities and equity	$	33,892.7		$	34,125.1

	For the Three Months
	Ended March 31,
	2012			2011
Revenues:
Third parties	$	11,221.7		$	9,933.6
Related parties		30.8			250.1
Total revenues (see Note 11)		11,252.5			10,183.7
Costs and expenses:
Operating costs and expenses:
Third parties		10,318.8			9,111.5
Related parties		148.4			425.6
Total operating costs and expenses		10,467.2			9,537.1
General and administrative costs:
Third parties		23.6			12.9
Related parties		22.7			25.0
Total general and administrative costs		46.3			37.9
Total costs and expenses (see Note 11)		10,513.5			9,575.0
Equity in income of unconsolidated affiliates		9.9			16.2
Operating income		748.9			624.9
Other income (expense):
Interest expense		(186.5	)		(183.8	)
Interest income		0.3			0.3
Other, net (see Note 2)		58.4			0.2
Total other expense, net		(127.8	)		(183.3	)
Income before income taxes		621.1			441.6
Benefit from (provision for) income taxes (see Note 2)		34.4			(7.1	)
Net income		655.5			434.5
Net income attributable to noncontrolling interests (see Note 10)		(4.2	)		(13.8	)
Net income attributable to limited partners	$	651.3		$	420.7

Earnings per unit: (see Note 13)
Basic earnings per unit	$	0.76		$	0.52
Diluted earnings per unit	$	0.73		$	0.49

	Partners’ Equity
	Limited Partners			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total
Balance, December 31, 2011	$	12,464.8		$	(351.4	)	$	105.9		$	12,219.3
Net income		651.3			--			4.2			655.5
Cash distributions paid to limited partners		(530.4	)		--			--			(530.4	)
Cash distributions paid to noncontrolling interests		--			--			(6.6	)		(6.6	)
Cash contributions from noncontrolling interests		--			--			4.9			4.9
Net cash proceeds from issuance of common units		29.0			--			--			29.0
Amortization of fair value of equity-based awards		15.6			--			--			15.6
Cash flow hedges		--			(6.0	)		--			(6.0	)
Change in fair value of available-for-sale equity securities		--			15.8			--			15.8
Other		(9.7	)		(0.2	)		1.1			(8.8	)
Balance, March 31, 2012	$	12,620.6		$	(341.8	)	$	109.5		$	12,388.3

	For the Three Months Ended March 31,
	2012		2011
Gain on sales of available-for-sale securities (1)	$	53.3	$	--
Distribution income from available-for-sale securities		4.1		--
Other		1.0		0.2
	$	58.4	$	0.2

(1) Represents gains on the sale of Energy Transfer Equity common units. See Note 7 for information regarding our investment in Energy Transfer Equity.

	Number of Units			Weighted- Average Grant Date Fair Value per Unit (1)
Restricted common units at December 31, 2011		3,868,216		$	34.22
Granted (2)		1,529,438		$	51.92
Vested (3)		(632,298	)	$	38.31
Forfeited		(24,800	)	$	36.33
Restricted common units at March 31, 2012		4,740,556		$	39.37

(1) Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued. (2) The aggregate grant date fair value of restricted common unit awards issued in 2012 was $79.4 million based on a grant date market price of $51.92 per unit. An estimated annual forfeiture rate of 3.25% was applied to these awards. (3) Includes awards granted to the independent directors of the board of directors of Enterprise GP as part of their annual compensation for 2012. A total of 10,038 restricted common units were issued in February 2012 to the independent directors of Enterprise GP that immediately vested upon issuance.

	Number of Units			Weighted- Average Strike Price (dollars/unit)		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1)
Unit options at December 31, 2011		3,753,420		$	28.08		2.6	$	11.1
Exercised		(712,280	)	$	30.76
Unit options at March 31, 2012		3,041,140		$	27.45		2.8	$	--
Options exercisable at March 31, 2012		--					--		--

(1) Aggregate intrinsic value reflects fully vested unit options at the date indicated.

Hedged Transaction	Number and Type of Derivatives Outstanding	Notional Amount	Period of Hedge	Rate Swap	Accounting Treatment
Senior Notes AA	10 fixed-to-floating swaps	$750.0	1/11 to 2/16	3.2% to 1.5%	Fair value hedge
Undesignated swaps	6 floating-to-fixed swaps	$600.0	5/10 to 7/14	0.6% to 2.0%	Mark-to-market

	Volume (1)		Accounting
Derivative Purpose	Current (2)	Long-Term (2)	Treatment
Derivatives designated as hedging instruments:
Natural gas processing:
Forecasted natural gas purchases for plant thermal reduction (“PTR”) (3)	27.7 Bcf	n/a	Cash flow hedge
Forecasted sales of NGLs (4)	2.4 MMBbls	n/a	Cash flow hedge
Octane enhancement:
Forecasted purchases of NGLs	0.3 MMBbls	n/a	Cash flow hedge
Forecasted sales of octane enhancement products	3.2 MMBbls	n/a	Cash flow hedge
Natural gas marketing:
Natural gas storage inventory management activities	10.5 Bcf	n/a	Fair value hedge
NGL marketing:
Forecasted purchases of NGLs and related hydrocarbon products	3.7 MMBbls	n/a	Cash flow hedge
Forecasted sales of NGLs and related hydrocarbon products	3.6 MMBbls	0.2 MMBbls	Cash flow hedge
Refined products marketing:
Forecasted purchases of refined products	0.4 MMBbls	n/a	Cash flow hedge
Forecasted sales of refined products	0.4 MMBbls	n/a	Cash flow hedge
Refined products inventory management activities	0.1 MMBbls	n/a	Fair value hedge
Crude oil marketing:
Forecasted purchases of crude oil	1.6 MMBbls	n/a	Cash flow hedge
Forecasted sales of crude oil	2.6 MMBbls	n/a	Cash flow hedge
Derivatives not designated as hedging instruments:
Natural gas risk management activities (5,6)	416.9 Bcf	69.6 Bcf	Mark-to-market
Refined products risk management activities (6)	0.4 MMBbls	n/a	Mark-to-market
Crude oil risk management activities (6)	6.1 MMBbls	n/a	Mark-to-market
(1) Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes. (2) The maximum term for derivatives designated as cash flow hedges, derivatives designated as fair value hedges and derivatives not designated as hedging instruments is December 2013, May 2012 and October 2015, respectively. (3) PTR represents the British thermal unit (“Btu”) equivalent of the NGLs extracted from natural gas by a processing plant, and includes the natural gas used as plant fuel to extract those liquids, plant flare and other shortages. (4) Forecasted sales of NGL volumes under natural gas processing exclude 4.9 MMBbls of additional hedges executed under contracts that have been designated as normal sales agreements. (5) Current volumes include approximately 104.2 Bcf of physical derivative instruments that are predominantly priced at an index plus a premium or minus a discount related to location differences. (6) Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.

	Asset Derivatives						Liability Derivatives
	March 31, 2012			December 31, 2011			March 31, 2012			December 31, 2011
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Interest rate derivatives	Other current assets	$	14.7	Other current assets	$	43.7	Other current liabilities	$	146.5	Other current liabilities	$	163.6
Interest rate derivatives	Other assets		22.7	Other assets		44.2	Other liabilities		--	Other liabilities		127.1
Total interest rate derivatives			37.4			87.9			146.5			290.7
Commodity derivatives	Other current assets		47.0	Other current assets		20.3	Other current liabilities		100.1	Other current liabilities		30.3
Commodity derivatives	Other assets		0.4	Other assets		--	Other liabilities		--	Other liabilities		0.2
Total commodity derivatives (1)			47.4			20.3			100.1			30.5
Total derivatives designated as hedging instruments		$	84.8		$	108.2		$	246.6		$	321.2

Derivatives not designated as hedging instruments
Interest rate derivatives	Other current assets	$	--	Other current assets	$	--	Other current liabilities	$	10.9	Other current liabilities	$	10.1
Interest rate derivatives	Other assets		--	Other assets		--	Other liabilities		9.7	Other liabilities		10.6
Total interest rate derivatives			--			--			20.6			20.7
Commodity derivatives	Other current assets		37.2	Other current assets		34.4	Other current liabilities		16.9	Other current liabilities		32.5
Commodity derivatives	Other assets		5.3	Other assets		12.6	Other liabilities		2.4	Other liabilities		2.0
Total commodity derivatives			42.5			47.0			19.3			34.5
Total derivatives not designated as hedging instruments		$	42.5		$	47.0		$	39.9		$	55.2

(1) Represents commodity derivative instrument transactions that have either not settled or have 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.

Derivatives in Fair Value Hedging Relationships	Location	Gain/(Loss) Recognized in Income on Derivative
		For the Three Months Ended March 31,
		2012			2011
Interest rate derivatives	Interest expense	$	(1.5	)	$	(12.3	)
Commodity derivatives	Revenue		0.7			0.3
Total		$	(0.8	)	$	(12.0	)

Derivatives in Fair Value Hedging Relationships	Location	Gain/(Loss) Recognized in Income on Hedged Item
		For the Three Months Ended March 31,
		2012		2011
Interest rate derivatives	Interest expense	$	1.1	$	11.3
Commodity derivatives	Revenue		0.4		(1.3	)
Total		$	1.5	$	10.0

Derivatives in Cash Flow Hedging Relationships	Change in Value Recognized in Other Comprehensive Income/(Loss) on Derivative (Effective Portion)
	For the Three Months Ended March 31,
	2012			2011
Interest rate derivatives	$	28.9		$	14.1
Commodity derivatives – Revenue		(39.6	)		(155.4	)
Commodity derivatives – Operating costs and expenses		(20.0	)		4.0
Total	$	(30.7	)	$	(137.3	)

	Estimated Useful Life in Years	March 31, 2012		December 31, 2011
Plants, pipelines and facilities (1)	3-45 (6)	$	22,567.2	$	22,354.4
Underground and other storage facilities (2)	5-40 (7)		1,416.0		1,388.6
Platforms and facilities (3)	20-31		637.5		637.5
Transportation equipment (4)	3-10		153.1		151.5
Marine vessels (5)	15-30		633.5		615.9
Land			141.3		136.1
Construction in progress			2,810.8		2,145.6
Total			28,359.4		27,429.6
Less accumulated depreciation			5,449.1		5,238.0
Property, plant and equipment, net		$	22,910.3	$	22,191.6

(1) Plants and pipelines include processing plants; NGL, natural gas, crude oil and petrochemical and refined products pipelines; terminal loading and unloading facilities; office furniture and equipment; buildings; laboratory and shop equipment and related assets. (2) Underground and other storage facilities include underground product storage caverns; above ground storage tanks; water wells and related assets. (3) Platforms and facilities include offshore platforms and related facilities and other associated assets located in the Gulf of Mexico. (4) Transportation equipment includes tractor-trailer tank trucks and other vehicles and similar assets used in our operations. (5) Marine vessels include tow boats, barges and related equipment used in our marine transportation business. (6) In general, the estimated useful lives of major assets within this category are: processing plants, 20-35 years; pipelines and related equipment, 5-45 years; terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings, 20-40 years; and laboratory and shop equipment, 5-35 years. (7) In general, the estimated useful lives of assets within this category are: underground storage facilities, 5-35 years; storage tanks, 10-40 years; and water wells, 5-35 years.

ARO liability balance, December 31, 2011	$	112.0
Liabilities incurred during period		0.8
Liabilities settled during period		(1.6	)
Revisions in estimated cash flows		3.4
Accretion expense		1.4
ARO liability balance, March 31, 2012	$	116.0

Derivatives in Cash Flow Hedging Relationships	Location	Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) to Income (Effective Portion)
		For the Three Months
		Ended March 31,
		2012			2011
Interest rate derivatives	Interest expense	$	(2.7	)	$	(1.5	)
Commodity derivatives	Revenue		(10.0	)		(69.2	)
Commodity derivatives	Operating costs and expenses		(12.0	)		0.3
Total		$	(24.7	)	$	(70.4	)

Derivatives in Cash Flow Hedging Relationships	Location	Gain/(Loss) Recognized in Income on Derivative (Ineffective Portion)
		For the Three Months
		Ended March 31,
		2012		2011
Commodity derivatives	Revenue	$	--	$	(0.1	)
Commodity derivatives	Operating costs and expenses		0.3		--
Total		$	0.3	$	(0.1	)

Derivatives Not Designated as Hedging Instruments	Location	Gain/(Loss) Recognized in Income on Derivative
		For the Three Months
		Ended March 31,
		2012			2011
Interest rate derivatives	Interest expense	$	(2.2	)	$	(2.1	)
Commodity derivatives	Revenue		20.8			3.8
Commodity derivatives	Operating costs and expenses		(2.8	)		--
Total		$	15.8		$	1.7

	At March 31, 2012
	Quoted Prices
	in Active
	Markets for		Significant		Significant
	Identical Assets		Observable		Unobservable
	and Liabilities		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Financial assets:
Investment in equity securities – available-for-sale (1)	$	119.8	$	--	$	--	$	119.8
Interest rate derivatives		--		37.4		--		37.4
Commodity derivatives		34.8		50.5		4.6		89.9
Total	$	154.6	$	87.9	$	4.6	$	247.1

Financial liabilities:
Interest rate derivatives	$	--	$	167.1	$	--	$	167.1
Commodity derivatives		89.9		25.8		3.7		119.4
Total	$	89.9	$	192.9	$	3.7	$	286.5

(1) See Note 7 for information related to our investment in Energy Transfer Equity common units, which trade on the NYSE under ticker symbol “ETE.”

	Fair Value
	Financial Assets		Financial Liabilities		Valuation Techniques	Unobservable Input	Range
Commodity derivatives – Propane	$	0.6	$	--	Discounted cash flow	Forward commodity price	$1.27 – $1.33 /gallon
Commodity derivatives – Crude Oil		3.9		3.6	Discounted cash flow	Forward commodity price	$103.02 – $104.66 /barrel
Commodity derivatives – Natural gas		0.1		0.1	Discounted cash flow	Forward commodity price	$2.11 – $2.22 /MMBtu
Total	$	4.6	$	3.7

NGL Pipelines & Services	$	5.1
Petrochemical & Refined Products Services		0.3
Total non-cash impairment charges	$	5.4

	March 31, 2012		December 31, 2011
NGLs	$	402.7	$	563.6
Petrochemicals and refined products		433.4		443.4
Crude oil		58.7		39.2
Natural gas		39.3		65.5
Total	$	934.1	$	1,111.7

	Ownership Interest at March 31, 2012	March 31, 2012		December 31, 2011
NGL Pipelines & Services:
Venice Energy Service Company, L.L.C.	13.1%	$	34.8	$	35.5
K/D/S Promix, L.L.C.	50%		41.6		40.7
Baton Rouge Fractionators LLC	32.2%		20.9		21.0
Skelly-Belvieu Pipeline Company, L.L.C.	50%		39.6		35.0
Texas Express Pipeline LLC	45%		49.8		13.9
Onshore Natural Gas Pipelines & Services:
Evangeline (1)	49.5%		3.9		4.4
White River Hub, LLC	50%		25.4		25.7
Onshore Crude Oil Pipelines & Services:
Seaway Crude Pipeline LLC	50%		164.6		170.7
Offshore Pipelines & Services:
Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”)	36%		52.7		55.4
Cameron Highway Oil Pipeline Company	50%		220.8		222.8
Deepwater Gateway, L.L.C.	50%		93.8		94.6
Neptune Pipeline Company, L.L.C.	25.7%		50.0		51.1
Southeast Keathley Canyon Pipeline Company L.L.C.	50%		33.7		1.0
Petrochemical & Refined Products Services:
Baton Rouge Propylene Concentrator, LLC	30%		9.0		9.5
Centennial Pipeline LLC (“Centennial”)	50%		51.4		51.8
Other (2)	Various		3.3		3.4
Other Investments:
Energy Transfer Equity (3)	1.3%		--		1,023.1
Total		$	895.3	$	1,859.6

(1) Evangeline refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively. (2) Other unconsolidated affiliates include a 50% interest in a propylene pipeline extending from Mont Belvieu, Texas to La Porte, Texas and a 25% interest in a company that provides logistics communications solutions between petroleum pipelines and their customers. (3) Effective January 18, 2012, our investment in Energy Transfer Equity common units is no longer accounted for using the equity method (see below).

	Summarized Income Statement Information for the Three Months Ended
	March 31, 2012								March 31, 2011
			Operating			Net					Operating			Net
	Revenues		Income (Loss)			Income (Loss)			Revenues		Income (Loss)			Income (Loss)
NGL Pipelines & Services	$	110.9	$	27.0		$	27.0		$	100.1	$	23.4		$	23.4
Onshore Natural Gas Pipelines & Services		30.9		2.6			2.6			35.5		2.6			2.6
Onshore Crude Oil Pipelines & Services		12.3		0.8			0.8			11.2		0.5			0.5
Offshore Pipelines & Services		41.1		19.1			18.4			46.3		18.9			18.7
Petrochemical & Refined Products Services		5.4		(9.4	)		(11.4	)		10.1		(7.0	)		(9.2	)
Other Investments (1)		--		--			--			1,989.1		364.2			88.6
(1) On January 18, 2012, we discontinued using the equity method to account for our investment in Energy Transfer Equity common units. As such, income statement data for Energy Transfer Equity is not presented for the three months ended March 31, 2012. For the three months ended March 31, 2011, net income for Energy Transfer Equity represents net income attributable to their partners.

	March 31, 2012							December 31, 2011
	Gross Value		Accum. Amort.			Carrying Value		Gross Value		Accum. Amort.			Carrying Value
NGL Pipelines & Services:
Customer relationship intangibles	$	340.8	$	(133.0	)	$	207.8	$	340.8	$	(128.2	)	$	212.6
Contract-based intangibles		284.7		(142.4	)		142.3		298.4		(169.7	)		128.7
Segment total		625.5		(275.4	)		350.1		639.2		(297.9	)		341.3
Onshore Natural Gas Pipelines & Services:
Customer relationship intangibles		1,163.6		(220.2	)		943.4		1,163.6		(209.7	)		953.9
Contract-based intangibles		466.1		(296.2	)		169.9		464.8		(290.9	)		173.9
Segment total		1,629.7		(516.4	)		1,113.3		1,628.4		(500.6	)		1,127.8
Onshore Crude Oil Pipelines & Services:
Customer relationship intangibles		9.7		(4.3	)		5.4		9.7		(4.1	)		5.6
Contract-based intangibles		0.4		(0.2	)		0.2		0.4		(0.2	)		0.2
Segment total		10.1		(4.5	)		5.6		10.1		(4.3	)		5.8
Offshore Pipelines & Services:
Customer relationship intangibles		205.8		(131.8	)		74.0		205.8		(129.2	)		76.6
Contract-based intangibles		1.2		(0.3	)		0.9		1.2		(0.3	)		0.9
Segment total		207.0		(132.1	)		74.9		207.0		(129.5	)		77.5
Petrochemical & Refined Products Services:
Customer relationship intangibles		104.3		(29.6	)		74.7		104.3		(28.4	)		75.9
Contract-based intangibles		55.5		(29.9	)		25.6		57.6		(29.7	)		27.9
Segment total		159.8		(59.5	)		100.3		161.9		(58.1	)		103.8
Total all segments	$	2,632.1	$	(987.9	)	$	1,644.2	$	2,646.6	$	(990.4	)	$	1,656.2

Remainder of 2012				2013				2014				2015				2016
$	89.8			$	110.7			$	107.0			$	106.5			$	107.6

	March 31, 2012			December 31, 2011
EPO senior debt obligations:
Senior Notes S, 7.625% fixed-rate, due February 2012	$	--		$	490.5
Senior Notes P, 4.60% fixed-rate, due August 2012		500.0			500.0
Senior Notes C, 6.375% fixed-rate, due February 2013		350.0			350.0
Senior Notes T, 6.125% fixed-rate, due February 2013		182.5			182.5
Senior Notes M, 5.65% fixed-rate, due April 2013		400.0			400.0
Senior Notes U, 5.90% fixed-rate, due April 2013		237.6			237.6
Senior Notes O, 9.75% fixed-rate, due January 2014		500.0			500.0
Senior Notes G, 5.60% fixed-rate, due October 2014		650.0			650.0
Senior Notes I, 5.00% fixed-rate, due March 2015		250.0			250.0
Senior Notes X, 3.70% fixed-rate, due June 2015		400.0			400.0
Senior Notes AA, 3.20% fixed-rate, due February 2016		750.0			750.0
$3.5 Billion Multi-Year Revolving Credit Facility, variable-rate, due September 2016		--			150.0
Senior Notes L, 6.30% fixed-rate, due September 2017		800.0			800.0
Senior Notes V, 6.65% fixed-rate, due April 2018		349.7			349.7
Senior Notes N, 6.50% fixed-rate, due January 2019		700.0			700.0
Senior Notes Q, 5.25% fixed-rate, due January 2020		500.0			500.0
Senior Notes Y, 5.20% fixed-rate, due September 2020		1,000.0			1,000.0
Senior Notes CC, 4.05% fixed-rate, due February 2022		650.0			650.0
Senior Notes D, 6.875% fixed-rate, due March 2033		500.0			500.0
Senior Notes H, 6.65% fixed-rate, due October 2034		350.0			350.0
Senior Notes J, 5.75% fixed-rate, due March 2035		250.0			250.0
Senior Notes W, 7.55% fixed-rate, due April 2038		399.6			399.6
Senior Notes R, 6.125% fixed-rate, due October 2039		600.0			600.0
Senior Notes Z, 6.45% fixed-rate, due September 2040		600.0			600.0
Senior Notes BB, 5.95% fixed-rate, due February 2041		750.0			750.0
Senior Notes DD, 5.70% fixed-rate, due February 2042		600.0			600.0
Senior Notes EE, 4.85% fixed-rate, due August 2042		750.0			--
TEPPCO senior debt obligations:
TEPPCO Senior Notes, 7.625% fixed-rate, due February 2012		--			9.5
TEPPCO Senior Notes, 6.125% fixed-rate, due February 2013		17.5			17.5
TEPPCO Senior Notes, 5.90% fixed-rate, due April 2013		12.4			12.4
TEPPCO Senior Notes, 6.65% fixed-rate, due April 2018		0.3			0.3
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038		0.4			0.4
Total principal amount of senior debt obligations		13,050.0			12,950.0
EPO Junior Subordinated Notes A, fixed/variable-rate, due August 2066		550.0			550.0
EPO Junior Subordinated Notes C, fixed/variable-rate, due June 2067		285.8			285.8
EPO Junior Subordinated Notes B, fixed/variable-rate, due January 2068		682.7			682.7
TEPPCO Junior Subordinated Notes, fixed/variable-rate, due June 2067		14.2			14.2
Total principal amount of senior and junior debt obligations		14,582.7			14,482.7
Other, non-principal amounts:
Change in fair value of debt hedged in fair value hedging relationship (1)		35.2			73.8
Unamortized discounts, net of premiums		(33.0	)		(30.0	)
Unamortized deferred net gains related to terminated interest rate swaps (1)		35.9			2.9
Total other, non-principal amounts		38.1			46.7
Less current maturities of debt (2)		(1,050.0	)		(500.0	)
Total long-term debt	$	13,570.8		$	14,029.4

(1) See Note 4 for information regarding our interest rate hedging activities. (2) We expect to refinance the current maturities of our debt obligations prior to their maturity.

			Scheduled Maturities of Debt
	Total		Remainder of 2012		2013		2014		2015		2016		After 2016
Revolving Credit Facility	$	--	$	--	$	--	$	--	$	--	$	--	$	--
Senior Notes		13,050.0		500.0		1,200.0		1,150.0		650.0		750.0		8,800.0
Junior Subordinated Notes		1,532.7		--		--		--		--		--		1,532.7
Total	$	14,582.7	$	500.0	$	1,200.0	$	1,150.0	$	650.0	$	750.0	$	10,332.7

	Range of Interest Rates Paid	Weighted-Average Interest Rate Paid
EPO $3.5 Billion Multi-Year Revolving Credit Facility	1.62% to 1.67%	1.66%

	Common Units			Class B Units		Treasury Units
Balance, December 31, 2011		881,620,418			4,520,431		--
Common units issued in connection with DRIP and EUPP		691,936			--		--
Common units issued in connection with equity-based awards		201,925			--		--
Restricted common units issued		1,529,438			--		--
Forfeiture of restricted common units		(24,800	)		--		--
Acquisition of treasury units in connection with equity-based awards		(187,343	)		--		187,343
Cancellation of treasury units		--			--		(187,343	)
Balance, March 31, 2012		883,831,574			4,520,431		--

	March 31, 2012			December 31, 2011
Commodity derivative instruments (1)	$	(59.0	)	$	(21.4	)
Interest rate derivative instruments (1)		(297.4	)		(329.0	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		(2.9	)		(1.7	)
Proportionate share of other comprehensive loss of Energy Transfer Equity		--			(1.0	)
Unrealized gain on investment in available-for-sale equity securities (3)		15.8			--
Total accumulated other comprehensive loss in partners’ equity	$	(341.8	)	$	(351.4	)

(1) See Note 4 for additional information regarding these components of accumulated other comprehensive income (loss). (2) Relates to transactions of our Canadian NGL marketing subsidiary. (3) Relates to our investment in Energy Transfer Equity common units, which is accounted for as available-for-sale at March 31, 2012. This investment was accounted for using the equity method at December 31, 2011 through January 18, 2012.

	March 31, 2012		December 31, 2011
Joint venture partners (1)	$	109.5	$	105.9
(1) Represents third party ownership interests in joint ventures that we consolidate, including Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company and Wilprise Pipeline Company LLC.

	Distribution Per Common Unit		Record Date	Payment Date
2012
1st Quarter	$	0.6275	04/30/12	05/09/12

	Reportable Business Segments
			Onshore		Onshore Crude Oil					Petrochemical & Refined
	NGL		Natural Gas		Onshore Crude Oil			Offshore		Petrochemical & Refined					Adjustments
	Pipelines		Pipelines		Pipelines			Pipelines		Products			Other		and			Consolidated
	& Services		& Services		& Services			& Services		Services			Investments		Eliminations			Totals
Revenues from third parties:
Three months ended March 31, 2012	$	4,354.1	$	804.9	$	4,473.6		$	54.4	$	1,534.7		$	--	$	--		$	11,221.7
Three months ended March 31, 2011		4,055.4		871.7		3,370.6			60.6		1,575.3			--		--			9,933.6
Revenues from related parties:
Three months ended March 31, 2012		0.4		28.7		--			1.7		--			--		--			30.8
Three months ended March 31, 2011		201.4		44.9		--			3.8		--			--		--			250.1
Intersegment and intrasegment revenues:
Three months ended March 31, 2012		2,818.2		223.7		1,730.9			3.3		439.9			--		(5,216.0	)		--
Three months ended March 31, 2011		3,474.6		270.9		707.1			1.7		473.1			--		(4,927.4	)		--
Total revenues:
Three months ended March 31, 2012		7,172.7		1,057.3		6,204.5			59.4		1,974.6			--		(5,216.0	)		11,252.5
Three months ended March 31, 2011		7,731.4		1,187.5		4,077.7			66.1		2,048.4			--		(4,927.4	)		10,183.7
Equity in income (loss) of unconsolidated affiliates:
Three months ended March 31, 2012		5.2		1.4		0.5			6.9		(6.5	)		2.4		--			9.9
Three months ended March 31, 2011		5.9		1.2		(0.5	)		8.3		(5.0	)		6.3		--			16.2
Gross operating margin:
Three months ended March 31, 2012		654.9		206.2		39.3			52.1		97.8			2.4		--			1,052.7
Three months ended March 31, 2011		504.4		159.2		31.8			61.3		112.4			6.3		--			875.4
Segment assets:
At March 31, 2012		8,014.1		9,984.9		960.1			2,007.7		3,764.5			--		2,810.8			27,542.1
At December 31, 2011		7,966.4		9,949.6		944.6			2,000.9		3,769.5			1,023.1		2,145.6			27,799.7
Property, plant and equipment, net: (see Note 6)
At March 31, 2012		7,136.1		8,546.0		478.7			1,399.7		2,539.0			--		2,810.8			22,910.3
At December 31, 2011		7,137.8		8,495.4		456.9			1,416.4		2,539.5			--		2,145.6			22,191.6
Investments in unconsolidated affiliates: (see Note 7)
At March 31, 2012		186.7		29.3		164.6			451.0		63.7			--		--			895.3
At December 31, 2011		146.1		30.1		170.7			424.9		64.7			1,023.1		--			1,859.6
Intangible assets, net: (see Note 8)
At March 31, 2012		350.1		1,113.3		5.6			74.9		100.3			--		--			1,644.2
At December 31, 2011		341.3		1,127.8		5.8			77.5		103.8			--		--			1,656.2
Goodwill: (see Note 8)
At March 31, 2012		341.2		296.3		311.2			82.1		1,061.5			--		--			2,092.3
At December 31, 2011		341.2		296.3		311.2			82.1		1,061.5			--		--			2,092.3

	March 31, 2012		December 31, 2011
Accounts receivable - related parties:
Energy Transfer Equity and subsidiaries	$	--	$	28.4
Other unconsolidated affiliates		13.4		15.1
Total accounts receivable – related parties	$	13.4	$	43.5

Accounts payable - related parties:
EPCO and affiliates	$	53.2	$	108.3
Energy Transfer Equity and subsidiaries		--		92.6
Other unconsolidated affiliates		26.1		10.7
Total accounts payable – related parties	$	79.3	$	211.6