Obligation Enterprise Products Operating 6.5% ( US29379VAC72 ) en USD

Enterprise Products Operating

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Prospectus brochure de l'obligation Enterprise Products Operating US29379VAC72 en USD 6.5%, échue

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700 000 000 USD

29379VAC7

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L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAC72, paye un coupon de 6.5% par an.
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424B5 1 h55193b5e424b5.htm PROSPECTUS SUPPLEMENT - REGISTRATION NO. 333-145709-01
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-145709
Registration No. 333-145709-01
In accordance with Rule 457(r), a registration fee of $43,250 was payable in connection with the $1,100,000,000 aggregate
principal amount of senior notes offered by means of this prospectus supplement and the accompanying base prospectus
included in the registration statement filed on August 27, 2007. The registrant had already paid the amount of $162,867 with
respect to $1,383,750,000 aggregate initial offering price of securities that were previously registered pursuant to a
registration statement on Form S-3 (Registration Nos. 333-123150 and 333-123150-01) filed by Enterprise Products Partners
L.P. and Enterprise Products Operating L.P. on March 4, 2005 and were not sold there under. On August 27, 2007, in
connection with an offering of $800,000,000 aggregate principal amount of senior notes, a portion of the unutilized
registration fee was applied to the $24,650 registration fee payable. Pursuant to Rule 457(p), a portion of the current
unutilized registration fee of $138,217 was applied to the registration fee payable in connection with this offering. This
paragraph shall be deemed to update the "Calculation of Registration Fee" table in the registration statement filed on
August 27, 2007.
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 27, 2007)

Enterprise Products Operating LLC

$400,000,000 5.65% Senior Notes due 2013
$700,000,000 6.50% Senior Notes due 2019

Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of two series of senior notes. The senior notes due 2013, which we refer to as
"2013 notes," will bear interest at the rate of 5.65% per year and will mature on April 1, 2013. The senior notes due 2019, which we refer to
as "2019 notes," will bear interest at the rate of 6.50% per year and will mature on January 31, 2019. We will pay interest on the 2013 notes
on April 1 and October 1 of each year, beginning October 1, 2008. We will pay interest on the 2019 notes on January 31 and July 31 of
each year, beginning July 31, 2008. We may redeem some or all of the notes at any time at the applicable redemption price described
beginning on page S-20 of this prospectus supplement, which includes a make-whole premium.
The notes are unsecured and rank equally with all other senior indebtedness of Enterprise Products Operating LLC (successor to Enterprise
Products Operating L.P.). The notes will be guaranteed by our parent, Enterprise Products Partners L.P. and in certain circumstances may
be guaranteed in the future on the same basis by one or more subsidiary guarantors.
Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-10 of this prospectus
supplement and on page 2 of the accompanying prospectus.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

2013 Notes

2019 Notes

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Per Note

Total
Per Note

Total

Public offering price (1)
99.906 %
$ 399,624,000
99.866 %
$ 699,062,000
Underwriting discount
0.600 %
$ 2,400,000
0.650 %
$ 4,550,000
Proceeds to Enterprise Products Partners (before expenses)
99.306 %
$ 397,224,000
99.216 %
$ 694,512,000
(1) Plus accrued interest from April 3, 2008, if settlement occurs after that date.
The underwriters expect to deliver the notes in book entry form only, through the facilities of The Depository Trust Company, against
payment on April 3, 2008.

Joint Book-Running Managers

Lehman Brothers
Citi
JPMorgan
Scotia Capital

Senior Co-Managers
Mizuho Securities USA Inc.
SunTrust Robinson
Wachovia Securities
Humphrey

Co-Managers
BNP PARIBAS

RBS Greenwich Capital

Barclays Capital

DnB NOR Markets

Lazard Capital Markets

UBS Investment Bank
The date of this prospectus supplement is March 31, 2008.
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Table of Contents

Prospectus Supplement

Summary
S-1
S-
Risk Factors
10
S-
Use Of Proceeds
14
S-
Enterprise Parent Capitalization
15
S-
Ratio of Earnings to Fixed Charges
17
S-
Description of the Notes
18
S-
Material U.S. Tax Consequences
23
S-
Certain ERISA Considerations
27
S-
Underwriting
28
S-
Validity of Securities
30
S-
Experts
30
S-
Where You Can Find More Information
30
S-
Forward-Looking Statements
31

Prospectus

About This Prospectus
iii
Our Company
1
Risk Factors
2
Use of Proceeds
2
Ratio of Earnings to Fixed Charges
2
Description of Debt Securities
3
Description of Our Common Units
16
Cash Distribution Policy
18
Description of Our Partnership Agreement
22
Material U.S. Tax Consequences
26
Investment in Enterprise Products Partners L.P. by Employee Benefit Plans
39
Plan of Distribution
41
Where You Can Find More Information
41
Forward-Looking Statements
42
Legal Matters
43
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Experts
43

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of
notes and certain terms of the notes and the guarantee. The second part is the accompanying prospectus, which describes
certain terms of the indenture under which the notes will be issued and which gives more general information, some of
which may not apply to this offering of notes.
If the information varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus or any free writing prospectus prepared by or on behalf of us. We have not
authorized anyone to provide you with additional or different information. We are not making an offer to sell these
notes or the guarantee in any jurisdiction where the offer is not permitted. You should not assume that the
information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of this document or that any information we have incorporated by reference is
accurate as of any date other than the date of the document incorporated by reference. Our business, financial
condition, results of operations and prospects may have changed since these dates.
S-i
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Summary
This summary highlights information from this prospectus supplement and the accompanying prospectus to help you
understand our business, the notes and the guarantee. It does not contain all of the information that is important to
you. You should read carefully the entire prospectus supplement, the accompanying prospectus, the documents
incorporated by reference and the other documents to which we refer for a more complete understanding of this
offering and our business. You should also read "Risk Factors" beginning on page S-10 of this prospectus
supplement and on page 2 of the accompanying prospectus, as well as "Risk Factors" incorporated by reference
into this prospectus supplement, for more information about important risks that you should consider before making
a decision to purchase any notes in this offering.
Enterprise Products Partners L.P. (which we refer to as "Enterprise Parent") conducts substantially all of its
business through Enterprise Products Operating LLC (successor to Enterprise Products Operating L.P.) (which we
refer to as "Enterprise") and the subsidiaries and unconsolidated affiliates of Enterprise. Accordingly, in the
sections of this prospectus supplement that describe the business of Enterprise and Enterprise Parent, unless the
context otherwise indicates, references to "Enterprise," "us," "we," "our" and like terms refer to Enterprise
Products Operating LLC together with its subsidiaries and unconsolidated affiliates, including Duncan Energy
Partners L.P., a publicly traded, consolidated subsidiary of Enterprise that completed its initial public offering in
February 2007. Enterprise is the borrower under substantially all of the consolidated company's credit facilities
and is the issuer of substantially all of the company's publicly traded notes, all of which are guaranteed by
Enterprise Parent. Enterprise's financial results do not differ materially from those of Enterprise Parent; the
number and dollar amount of reconciling items between Enterprise's consolidated financial statements and those of
Enterprise Parent are insignificant. All financial results presented in this prospectus supplement are those of
Enterprise Parent.
The notes are solely obligations of Enterprise and, to the extent described in this prospectus supplement, are
guaranteed by Enterprise Parent. Accordingly, in the other sections of this prospectus supplement, including "The
Offering" and "Description of the Notes," unless the context otherwise indicates, references to "Enterprise," "us,"
"we," "our" and like terms refer to Enterprise Products Operating LLC and do not include any of its subsidiaries
or unconsolidated affiliates or Enterprise Parent. Likewise, in such sections, unless the context otherwise indicates,
including with respect to financial and operating information that is presented on a consolidated basis, "Enterprise
Parent" and "Parent Guarantor" refer to Enterprise Products Partners L.P. and not its subsidiaries or
unconsolidated affiliates.

Enterprise and Enterprise Parent
We are a North American midstream energy company that provides a wide range of services to producers and
consumers of natural gas, natural gas liquids, or NGLs, crude oil and certain petrochemicals. We are an industry
leader in the development of pipeline and other midstream energy infrastructure in the continental United States and
Gulf of Mexico. Our midstream asset network links producers of natural gas, NGLs and crude oil from some of the
largest supply basins in the United States, Canada and the Gulf of Mexico with domestic consumers and
international markets. We operate an integrated network of midstream assets within the United States that includes:
natural gas gathering, treating, processing, transportation and storage; NGL fractionation (or separation),
transportation, storage and import and export terminaling; crude oil transportation; offshore production platform
services and petrochemical transportation and services. NGL products (ethane, propane, normal butane, isobutane
and natural gasoline) are used as raw materials by the petrochemical industry, as feedstocks by refiners in the
production of motor gasoline and as fuel by industrial and residential users.
For the year ended December 31, 2007, Enterprise Parent had consolidated revenues of $17.0 billion, operating
income of $883.0 million and net income of $533.7 million.
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Our Business Segments
We have four reportable business segments: (i) NGL Pipelines & Services; (ii) Onshore Natural Gas Pipelines &
Services; (iii) Offshore Pipelines & Services and (iv) Petrochemical Services. Our business
S-1
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segments are generally organized and managed along our asset base according to the type of services rendered (or
technology employed) and products produced and/or sold.
NGL Pipelines & Services. Our NGL Pipelines & Services business segment includes our (i) natural gas processing
business and related NGL marketing activities, (ii) NGL pipelines aggregating approximately 13,758 miles and
related storage facilities including our Mid-America Pipeline System, (iii) NGL and related product storage facilities
and (iv) NGL fractionation facilities located in Texas and Louisiana. This segment also includes our import and
export terminal operations.
Onshore Natural Gas Pipelines & Services. Our Onshore Natural Gas Pipelines & Services business segment
includes approximately 17,758 miles of onshore natural gas pipeline systems that provide for the gathering and
transmission of natural gas in Alabama, Colorado, Louisiana, Mississippi, New Mexico, Texas and Wyoming. In
addition, we own two salt dome natural gas storage facilities located in Mississippi and lease natural gas storage
facilities located in Texas and Louisiana. This segment also includes our natural gas marketing activities.
Offshore Pipelines & Services. Our Offshore Pipelines & Services business segment includes (i) approximately
1,555 miles of offshore natural gas pipelines strategically located to serve production areas including some of the
most active drilling and development regions in the Gulf of Mexico, (ii) approximately 914 miles of offshore Gulf of
Mexico crude oil pipeline systems and (iii) six multi-purpose offshore hub platforms located in the Gulf of Mexico
with crude oil or natural gas processing capabilities.
Petrochemical Services. Our Petrochemical Services business segment includes five propylene fractionation
facilities, an isomerization complex and an octane additive production facility. This segment also includes
approximately 683 miles of petrochemical pipeline systems.
We provide the foregoing services directly and through our subsidiaries and unconsolidated affiliates.
Our principal offices, including those of Enterprise Parent, are located at 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002, and our and Enterprise Parent's telephone number is (713) 381-6500.

Recent Developments
On February 19, 2008, Enterprise Parent announced that its subsidiary, Petal Gas Storage, LLC, submitted an
application to the Federal Energy Regulatory Commission to further expand its natural gas storage facility located in
Petal, Mississippi. The project will include construction of two new underground salt caverns, creating 10 Bcf of
working gas capacity, which could be completed and in service as early as the second quarter of 2010.
On February 1, 2008, our Pioneer cryogenic natural gas processing plant in Sublette County, Wyoming, began
commercial operations. Located near the Opal Hub in southwestern Wyoming, Pioneer is designed to process up to
750 MMcf/d of natural gas and extract as much as 30,000 BPD of NGLs. We have maintained, and intend to
continue maintaining, the operational capability of our silica gel natural gas processing facility, which is adjacent to
the Pioneer cryogenic plant, as a back-up to provide producers with additional assurance of our processing capability
at Pioneer. NGLs extracted at the Pioneer facility are transported on Enterprise's Mid-America Pipeline ("MAPL")
and ultimately to our NGL fractionators in Hobbs and Mont Belvieu, Texas.
On March 28, 2008, we announced that operations at our Pioneer plant in Wyoming had been suspended following a
release of natural gas and subsequent fire that occurred on March 27, 2008. No injuries resulted from the incident,
which was restricted to a small area within the plant. Based on preliminary findings, we currently expect the facility
to resume service in approximately two to three weeks. In the meantime, all natural gas volumes are being diverted
to our adjacent silica gel natural gas processing plant. Prior to the incident, the Pioneer cryogenic plant was
processing about 550 million cubic feet of natural gas per day and extracting approximately 26,000 barrels per day
of natural gas liquids. We do not expect the service interruption to materially affect our net income or gross
operating margin for 2008.
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S-2
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Organization Structure
The following chart depicts our organization structure at March 24, 2008.

GP = General Partner Interest

LP = Limited Partner Interest

(1) EPCO, Inc. and its private company affiliates own the sole 0.01% GP interest and an aggregate 77.4% LP
interest in Enterprise GP Holdings L.P., including 16,000,000 Class C units that are eligible to be converted
into units on February 1, 2009 on a one-to-one basis. The remaining LP interests in Enterprise GP Holdings L.
P. are publicly owned.

(2) Does not include our general partner's interest in distributions above the minimum quarterly distribution.
With respect to the quarter ended December 31, 2007, our general partner received 13.6% of the cash we
distributed to our partners.
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Document Outline

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