Edgar Filing: ENTERPRISE PRODUCTS PARTNERS L P

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 16, 2006

ENTERPRISE PRODUCTS PARTNERS L.P.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-14323	76-0568219
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Louisiana, 18th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

On August 16, 2006, Robert G. Phillips, and several members of senior management of Enterprise Products Partners L.P. (“Enterprise Products Partners”), gave a presentation to investors and analysts regarding the businesses, growth strategies and recent financial performance of Enterprise Products Partners. Mr. Phillips is the President and Chief Executive Officer of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners. Enterprise Products Partners is a North American midstream energy company that provides a wide range of services to producers and consumers of natural gas, natural gas liquids (“NGLs”), and crude oil. In addition, Enterprise Products Partners is an industry leader in the development of pipeline and other midstream assets in the continental United States and Gulf of Mexico.

A copy of the presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K. In addition, interested parties will be able to view the presentation by visiting Enterprise Products Partners’ website, www.epplp.com. The presentation will be archived on its website for 90 days.

Unless the context requires otherwise, references to “we,” “our,” “EPD,” or the “Company” within the presentation or this Current Report on Form 8-K shall mean Enterprise Products Partners and its consolidated subsidiaries. References to “EPE” refer to Enterprise GP Holdings L.P., which is the sole member of Enterprise Products GP, LLC. EPE and its general partner and the Company and its general partner are under common control of Dan L. Duncan, the Chairman and controlling shareholder of EPCO, Inc. (“EPCO”). Mr. Duncan is the primary sponsor of the Company’s activities.

References to “GTM” or “GulfTerra” mean Enterprise GTM Holdings L.P., the successor to GulfTerra Energy Partners, L.P. Also, “merger with GTM” or “GTM Merger” refers to the merger of GulfTerra with a wholly owned subsidiary of Enterprise Products Partners on September 30, 2004 and the various transactions related thereto.

The presentation contains various forward-looking statements. For a general discussion of such statements, please refer to Slide 2.

USE OF INDUSTRY TERMS AND OTHER ABBREVIATIONS IN PRESENTATION

As used within the Investor Presentation, the following industry terms and other abbreviations have the following meanings:

Bcf

Billion cubic feet

Bcf/d

Billion cubic feet per day

BEF

An octane enhancement production facility wholly-owned by the Company

bph

Barrels per hour

CAGR

Compound Annual Growth Rate

Cameron Highway

or CHOPS

Cameron Highway Oil Pipeline

CGP

Chemical grade propylene

DCF

Distributable Cash Flow

EBITDA

Earnings before interest, taxes, depreciation and amortization

FERC

Federal Energy Regulatory Commission

GOM

Gulf of Mexico

General partner

IDR

Incentive distribution rights

LNG

Liquefied natural gas

Limited partner

LPG

Liquefied petroleum gas

MAPL

Mid-America Pipeline System, an NGL pipeline system wholly-owned by the Company

Use of Industry Terms and Other Abbreviations in Presentation (Continued)

MBPD

Thousand barrels per day

Mdth/d

Million decatherms per day

MLP

Master Limited Partnership

MMBbls

Million barrels

MMBbl/yr

Millions of barrels per year

MMBPD

Millions of barrels per day

MMDth/d

Millions of decatherms per day

MMcf/d

Million cubic feet per day

MTBV, MB or

Mont Belvieu

Mont Belvieu, Texas

NGL

Natural gas liquid

NYSE

New York Stock Exchange

PGP

Polymer grade propylene

RGP

Refinery grade propylene

ROI

Return on investment

TBtu/d

Trillion British thermal units per day

Tcf

Trillion cubic feet

TEPPCO

TEPPCO Partners, L.P.

WACC

Weighted-average cost of capital

USE OF NON-GAAP FINANCIAL MEASURES

Our presentation includes references to the non-generally accepted accounting principle (“non-GAAP”) financial measures of gross operating margin, distributable cash flow, EBITDA and Consolidated EBITDA. To the extent appropriate, this Current Report on Form 8-K provides reconciliations of these non-GAAP financial measures to their most directly comparable historical financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance.

Gross Operating Margin

Gross operating margin amounts (Slides 9, 10, 130 and 162). We evaluate segment performance based on the non-GAAP financial measure of gross operating margin. Gross operating margin (either in total or by individual segment) is an important performance measure of the core profitability of our operations. This measure forms the basis of our internal financial reporting and is used by senior management in deciding how to allocate capital resources among business segments. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. The GAAP measure most directly comparable to total segment gross operating margin is operating income.

We define total segment gross operating margin as operating income before: (i) depreciation, amortization and accretion expense; (ii) operating lease expenses for which we do not have the payment obligation; (iii) gains and losses on the sale of assets; and (iv) general and administrative expenses. Gross operating margin is exclusive of other income and expense transactions, provision for income taxes, minority interest, cumulative effect of changes in accounting principles and extraordinary charges. Gross operating margin by segment is calculated by subtracting segment operating costs and expenses (net of the adjustments noted above) from segment revenues, with both segment totals before the elimination of intercompany transactions. In accordance with GAAP, intercompany accounts and transactions are eliminated in consolidation. Our non-GAAP financial measure of total segment gross operating margin should not be considered as an alternative to GAAP operating income.

We include earnings from equity method unconsolidated affiliates in our measurement of segment gross operating margin. Our joint ventures with industry partners are a vital component of our business strategy. They are a means by which we conduct our operations to align our interests with those of our customers, which may be a supplier of raw materials to the joint venture or a consumer of products made by the joint venture. This method of operation enables us to achieve favorable economies of scale relative to the level of investment and business risk we

assume versus what we could accomplish on a stand-alone basis. Many of these businesses perform supporting or complementary roles to our other business operations. As circumstances dictate, we may increase our ownership interests in such investments, which could result in their subsequent consolidation into our operations.

Reconciliations of our non-GAAP quarterly gross operating margin amounts (as shown in our presentation) to their respective GAAP operating income amounts are presented as Schedule A to this Current Report on Form 8-K.

Distributable Cash Flow

Distributable cash flow. We define distributable cash flow as net income or loss plus: (i) depreciation, amortization and accretion expense; (ii) operating lease expenses for which we do not have the payment obligation; (iii) cash distributions received from unconsolidated affiliates less equity in the earnings of such unconsolidated affiliates; (iv) the subtraction of sustaining capital expenditures; (v) the addition of losses or subtraction of gains relating to the sale of assets; (vi) cash proceeds from the sale of assets or return of investment from unconsolidated affiliates; (vii) gains or losses on monetization of financial instruments recorded in accumulated other comprehensive income less related amortization of such amount to earnings; (viii) transition support payments received from El Paso related to the GTM merger and (ix) the addition of losses or subtraction of gains relating to other miscellaneous non-cash amounts affecting net income for the period. Sustaining capital expenditures are capital expenditures (as defined by GAAP) resulting from improvements to and major renewals of existing assets. Distributable cash flow is a significant liquidity metric used by our senior management to compare basic cash flows generated by us to the cash distributions we expect to pay our partners. Using this metric, our management can compute the coverage ratio of estimated cash flows to planned cash distributions.

Distributable cash flow is also an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flows at a level that can sustain or support an increase in our quarterly cash distribution rate. Distributable cash flow is also a quantitative standard used by the investment community with respect to publicly traded partnerships such as ours because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership pays to a unitholder). The GAAP measure most directly comparable to distributable cash flow is cash flow from operating activities.

Reinvested distributable cash flow (Slide 132 and 135). Our presentation includes references to the estimated amount of distributable cash flow that we have reinvested in the Company since (i) January 1, 1999 and (ii) September 30, 2004, which was the date we completed the GTM Merger. These estimates were calculated by summing our distributable cash flow amounts for the respective periods and deducting the cash distributions we paid to partners with respect to such periods.

Schedule B to this Current Report on Form 8-K presents (i) our calculation of the estimated reinvestment distributable cash flow amount for each period and (ii) a reconciliation of the underlying quarterly distributable cash flow amounts to their respective GAAP cash flow from operating activities amounts.

EBITDA

EBITDA (Slide 162). We define EBITDA as net income or loss plus interest expense, provision for income taxes and depreciation, amortization and accretion expense. EBITDA is commonly used as a supplemental financial measure by management and external users of our financial statements, such as investors, commercial banks, research analysts and rating agencies, to assess: (i) the financial performance of our assets without regard to financing methods, capital structures or historical cost basis; (ii) the ability of our assets to generate cash sufficient to pay interest cost and support our indebtedness; (iii) our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure; and (iv) the viability of projects and the overall rates of return on alternative investment opportunities. Because EBITDA excludes some, but not all, items that affect net income or loss and because these measures may vary among other companies, the EBITDA data presented in the our presentation may not be comparable to similarly titled measures of other companies. The GAAP measure most directly comparable to EBITDA is cash flow from operating activities.

Reconciliations of our non-GAAP EBITDA amounts (as shown in the presentation) to their respective GAAP cash flow from operating activities amounts are presented as Schedule C to this Current Report on Form 8-K.

Consolidated EBITDA

Consolidated EBITDA (Slide 10 and 131). The presentation includes references to our Consolidated EBITDA, which is a financial measure calculated by Enterprise Products Operating L.P. (our “Operating Partnership”) in connection with the provisions of its multi-year revolving credit facility. Schedule D presents the Operating Partnership’s calculation of quarterly Consolidated EBITDA amounts along with a reconciliation to its closest GAAP counterpart, which is cash flow from operating activities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1	Enterprise Products Partners L.P. investor and analyst presentation, August 16, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENTERPRISE PRODUCTS PARTNERS L.P.

By:

Enterprise Products GP, LLC, as general partner

Date: August 16, 2006	By: ___/s/ Michael J. Knesek_______________
		Michael J. Knesek
		Senior Vice President, Controller
		and Principal Accounting Officer
		of Enterprise Products GP, LLC

Enterprise Products Partners L.P.				Schedule A
Gross Operating Margin by Segment (Dollars in 000s, Unaudited)

		For the Quarterly Period
		4Q 04	1Q 05	2Q 05	3Q 05
Gross operating margin by segment:
	NGL Pipelines & Services	$142,466	$153,304	$120,328	$ 153,760
	Onshore Natural Gas Pipelines & Services	72,049	79,358	84,903	93,513
	Offshore Pipelines & Services	33,901	23,224	22,034	16,922
	Petrochemical Services	30,784	19,328	18,610	47,621
Total segment gross operating margin		279,200	275,214	245,875	311,816
Adjustments to reconcile Non-GAAP "Gross Operating Margin"
to GAAP "Operating Income"
	Deduct depreciation and amortization in operating costs and expenses	(99,060)	(99,965)	(101,048)	(103,028)
	Deduct operating lease expense paid by EPCO	(885)	(528)	(528)	(528)
	Add/Deduct gains (losses) on sales of assets	16,059	5,436	(83)	(611)
	Deduct general and administrative expenses	(20,030)	(14,693)	(18,710)	(13,252)
Operating Income		$175,284	$165,464	$125,506	$ 194,397


		For the Quarterly Period
		4Q 05	1Q 06	2Q 06
Gross operating margin by segment:
	NGL Pipelines & Services	$152,314	$170,950	$146,414
	Onshore Natural Gas Pipelines & Services	95,302	96,803	86,651
	Offshore Pipelines & Services	15,325	17,252	20,515
	Petrochemical Services	40,501	27,518	57,044
Total segment gross operating margin		303,442	312,523	310,624
Adjustments to reconcile Non-GAAP "Gross Operating Margin"
to GAAP "Operating Income"
	Deduct depreciation and amortization in operating costs and expenses	(109,400)	(104,816)	(107,952)
	Deduct operating lease expense paid by EPCO	(528)	(528)	(528)
	Add/Deduct gains (losses) on sales of assets	(254)	61	136
	Deduct general and administrative expenses	(15,611)	(13,740)	(16,235)
Operating Income		$177,649	$193,500	$186,045

Enterprise Products Partners L.P.

Schedule B

Reinvested Distributable Cash Flow (Dollars in 000s, Unaudited)

Our computation of distributable cash flow reinvested since the GTM Merger, which closed on September 30, 2004, is as follows:

			For the Quarterly Period
			4Q 04	1Q 05	2Q 05	3Q 05
Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP
	"Net Cash Flow provided by (used in) Operating Activities"
Net Cash Flow provided by (used in) Operating Activities			$ 355,525	$ 164,246	$ (46,409)	$ 226,796
	Adjustments to reconcile Distributable Cash Flow to Net Cash Flow provided
	by (used in) Operating Activities (add or subtract as indicated):
		Sustaining capital expenditures	(21,314)	(15,550)	(21,293)	(25,935)
		Proceeds from sale of assets	6,772	42,158	109	953
		Amortization of net gain from forward-starting interest rate swaps	(857)	(886)	(896)	(905)
		Minority interest in total	(1,281)	(1,945)	(380)	(861)
		Net effect of changes in operating accounts	(146,801)	58,920	237,353	17,929
		Return of investment in unconsolidated affiliate			47,500
		El Paso transition support payments	4,500	4,500	4,500	4,500
Distributable Cash Flow			196,544	251,443	220,484	222,477
Less amounts paid to partners with respect to such period			(162,687)	(176,066)	(181,624)	(187,107)
Estimate of reinvested distributable cash flow			$ 33,857	$ 75,377	$ 38,860	$ 35,370


			For the Quarterly Period
			4Q 05	1Q 06	2Q 06
Net Cash Flow provided by Operating Activities			$ 287,075	$ 494,276	$ 77,049
	Adjustments to reconcile Distributable Cash Flow to Net Cash Flow provided
	by Operating Activities (add or subtract as indicated):
		Sustaining capital expenditures	(29,380)	(30,010)	(34,521)
		Proceeds from sale of assets	1,526	75	181
		Amortization of net gain from forward-starting interest rate swaps	(915)	(925)	(935)
		Minority interest in total	(2,574)	(2,198)	(538)
		Net effect of changes in operating accounts	(47,807)	(247,084)	172,392
		El Paso transition support payments	3,750	3,750	3,750
Distributable Cash Flow			211,675	217,884	217,378
Less amounts paid to partners with respect to such period			(193,160)	(206,580)	(214,790)
Estimate of reinvested distributable cash flow			$ 18,515	$ 11,304	$ 2,588
Total reinvested Distributable Cash Flow since GTM Merger (sum of periods)					$ 215,871

Enterprise Products Partners L.P.

Schedule B (Continued)

Reinvested Distributable Cash Flow (Dollars in 000s, Unaudited)

Our computation of distributable cash flow reinvested since January 1, 1999 is as follows:

			For the Year Ended December 31,
			1999	2000	2001	2002	2003
Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP
	"Net Cash Flow provided by Operating Activities"
Net Cash Flow provided by Operating Activities			$ 177,953	$ 360,870	$ 283,328	$ 329,761	$ 424,705
	Adjustments to reconcile Distributable Cash Flow to Net Cash Flow provided by
	Operating Activities (add or subtract as indicated by sign of number):
		Sustaining capital expenditures	(2,440)	(3,548)	(5,994)	(7,201)	(20,313)
		Proceeds from sale of assets	8	92	568	165	212
		Minority interest in earnings not included in Distributed Cash Flow	3			(1,968)	(2,967)
		Minority interest in allocation of lease expense paid by EPCO, Inc.	108	107	105	92	90
		Net effect of changes in operating accounts	(27,906)	(71,111)	25,897	(92,655)	(122,961)
		Collection of notes receivable from unconsolidated affiliates	19,979	6,519
Distributable Cash Flow			167,705	292,929	303,904	228,194	278,766
Less amounts paid to partners with respect to such period			(116,315)	(145,437)	(176,003)	(240,125)	(330,723)
Estimate of reinvested distributable cash flow			$ 51,390	$ 147,492	$ 127,901	$ (11,931)	$ (51,957)

			For the Year Ended December 31,		2006	2006
			2004	2005	1Q	2Q
Net Cash Flow provided by Operating Activities			$ 391,541	$ 631,708	$ 494,276	$ 77,049
	Adjustments to reconcile Distributable Cash Flow to Net Cash Flow provided by
	Operating Activities (add or subtract as indicated by sign of number):
		Sustaining capital expenditures	(37,315)	(92,158)	(30,010)	(34,521)
		Proceeds from sale of assets	6,882	44,746	75	181
		Amortization of net gain from forward-starting interest rate swaps	(857)	(3,602)	(925)	(935)
		Settlement of forward-starting interest rate swaps	19,405
		Minority interest in earnings not included in Distributed Cash Flow	(8,128)	(5,760)	(2,198)	(538)
		Minority interest in cumulative effect of change in accounting principle	2,338
		Net effect of changes in operating accounts	93,725	266,395	(247,084)	172,392
		Return of investment in unconsolidated affiliate		47,500
		GTM distributable cash flow for third quarter of 2004	68,402
		El Paso transition support payments	4,500	17,250	3,750	3,750
Distributable Cash Flow			540,493	906,079	217,884	217,378
Less amounts paid to partners with respect to such period			(509,118)	(737,956)	(206,580)	(214,790)
Estimate of reinvested distributable cash flow			$ 31,375	$ 168,123	$ 11,304	$ 2,588
Total reinvested Distributable Cash Flow since January 1, 1999 (sum of periods)						$ 476,285

Enterprise Products Partners L.P.			Schedule C
EBITDA (Dollars in 000s, Unaudited)
			Six Months
			Ended
			June 30,
			2006
Reconciliation of Non-GAAP "EBITDA" to GAAP "Net Income" and
	GAAP "Net Cash provided by Operating Activities"
Net income			$ 260,072
	Additions to net income to derive EBITDA:
		Add interest expense (including related amortization)	114,410
		Add provision for income taxes	9,164
		Add depreciation, amortization and accretion in costs and expenses	216,520
EBITDA			600,166
	Adjustments to EBITDA to derive Net Cash provided by Operating Activities
	(add or subtract as indicated by sign of number):
		Deduct interest expense	(114,410)
		Deduct provision for income taxes	(9,164)
		Deduct cumulative effect of change in accounting principle	(1,475)
		Deduct equity in income of unconsolidated affiliates	(12,041)
		Add amortization in interest expense	487
		Add deferred income tax expense	9,180
		Add distributions received from unconsolidated affiliates	20,348
		Add operating lease expense paid by EPCO	1,056
		Add minority interest	2,736
		Deduct gain on sale of assets	(197)
		Deduct changes in fair market value of financial instruments	(53)
		Add net effect of changes in operating accounts	74,692
Net Cash provided by Operating Activities			$ 571,325

Enterprise Products Partners L.P.						Schedule D
Consolidated EBITDA (Dollars in 000s, Unaudited)
			For the Quarterly Period
			4Q 04	1Q 05	2Q 05		3Q 05
Reconciliation of Non-GAAP "Consolidated EBITDA" to GAAP "Net Income"
	and GAAP "Net Cash provided by (used in) Operating Activities"
Net income (1)			$ 117,483	$ 109,970	$ 71,029		$ 131,344
	Adjustments to net income to derive Consolidated EBITDA
	(add or subtract as indicated by sign of number):
		Deduct equity in income of unconsolidated affiliates	(10,574)	(8,279)	(2,581)		(3,703)
		Add interest expense (including related amortization)	58,784	53,413	56,746		60,538
		Add depreciation, amortization and accretion in costs and expenses	100,408	101,887	102,617		104,562
		Add distributions from unconsolidated affiliates	13,447	21,838	17,070		8,480
		Add provision for income taxes	1,055	1,769	(1,034)		3,223
		Add return of investment in Cameron Highway			47,500
Consolidated EBITDA (2)			280,603	280,598	291,347		304,444
	Adjustments to Consolidated EBITDA to derive Net Cash provided by
	(used in) Operating Activities (add or subtract as indicated):
		Deduct interest expense	(58,784)	(53,413)	(56,746)		(60,538)
		Deduct provision for income taxes	(1,055)	(1,769)	1,034		(3,223)
		Add deferred income tax expense	3,315	1,802	2,073		1,952
		Add/Deduct amortization in interest expense	635	(477)	108		252
		Add provision for non-cash asset impairment charge	99
		Add operating lease expense paid by EPCO	885	528	528		528
		Add minority interest	1,272	1,941	391		903
		Add/Deduct (gain) loss on sale of assets	(16,059)	(5,436)	84		611
		Add/Deduct changes in fair market value of financial instruments	(77)	102	9		11
		Add/Deduct net effect of changes in operating accounts	2,224,867	(60,918)	(243,268)		(18,777)
		Deduct return of investment in Cameron Highway			(47,500)
Net Cash provided by (used in) Operating Activities (3)			$ 2,435,701	$ 162,958	$ (51,940)		$ 226,163

Notes:
(1)		Represents net income for Enterprise Products Operating L.P., the operating partnership of Enterprise Products Partners L.P.
(2)		Defined as "Consolidated EBITDA" in our Multi-Year Revolving Credit Facility
(3)		Represents Net Cash provided by (used in) Operating Activities for Enterprise Products Operating L.P.

Enterprise Products Partners L.P.			Schedule D (Continued)
Consolidated EBITDA (Dollars in 000s, Unaudited)
			For the Quarterly Period
			4Q 05	1Q 06	2Q 06
Reconciliation of Non-GAAP "Consolidated EBITDA" to GAAP "Net Income"
	and GAAP "Net Cash provided by Operating Activities"
Net income (1)			$ 108,607	$ 135,329	$ 126,320
	Adjustments to net income to derive Consolidated EBITDA
	(add or subtract as indicated by sign of number):
		Add/Deduct equity in (income) loss of unconsolidated affiliates	15	(4,029)	(8,013)
		Add interest expense (including related amortization)	59,852	58,077	56,333
		Add depreciation, amortization and accretion in costs and expenses	111,559	106,316	110,206
		Add distributions from unconsolidated affiliates	8,670	8,253	12,095
		Add provision for income taxes	4,404	2,892	6,272
Consolidated EBITDA (2)			293,107	306,838	303,213
	Adjustments to Consolidated EBITDA to derive Net Cash provided by
	Operating Activities (add or subtract as indicated by sign of number):
		Deduct interest expense	(59,852)	(58,077)	(56,333)
		Deduct provision for income taxes	(4,404)	(2,892)	(6,272)
		Add/Deduct cumulative effect of changes in accounting principles	4,208	(1,475)
		Add deferred income tax expense	2,767	1,487	7,693
		Add/Deduct amortization in interest expense	269	251	238
		Add operating lease expense paid by EPCO	528	528	528
		Add minority interest	2,754	2,199	533
		Add/Deduct (gain) loss on sale of assets	253	(61)	(136)
		Add/Deduct changes in fair market value of financial instruments		(53)
		Add/Deduct net effect of changes in operating accounts	45,431	244,509	(191,234)
Net Cash provided by Operating Activities (3)			$ 285,061	$ 493,254	$ 58,230

Notes:
(1)		Represents net income for Enterprise Products Operating L.P., the operating partnership of Enterprise Products Partners L.P.
(2)		Defined as "Consolidated EBITDA" in our Multi-Year Revolving Credit Facility
(3)		Represents cash provided by operating activities for Enterprise Products Operating L.P.