Obligation Enterprise Products Operating 9.75% ( US29379VAD55 ) en USD

Enterprise Products Operating

100 % ▲

Etas-Unis

US29379VAD55 ( en USD )

9.75% par an ( paiement semestriel )

31/01/2014 - Obligation échue

Prospectus brochure de l'obligation Enterprise Products Operating US29379VAD55 en USD 9.75%, échue

1 000 USD

500 000 000 USD

29379VAD5

NR

NR

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAD55, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2014

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAD55, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAD55, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 h60011b5e424b5.htm PROSPECTUS SUPPLEMENT - REGISTRATION NO. 333-145709
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Table of Contents
In accordance with Rule 457(r), a registration fee of $19,650 was payable in connection with the $500,000,000
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. On April 2, 2008, in connection with an offering of $1,100,000,000
aggregate principal amount of senior notes, a portion of the unutilized registration fee was applied to the
$43,250 registration fee payable. Pursuant to Rule 457(p), a portion of the current unutilized registration fee of
$94,967 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.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-145709
Registration No. 333-145709-01
PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 27, 2007)

Enterprise Products Operating
LLC
$500,000,000 9.75% Senior Notes due 2014

Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of senior notes due 2014. The notes will bear interest at the
rate of 9.75% per year and will mature on January 31, 2014. We will pay interest on the notes on January 31 and
July 31 of each year, beginning January 31, 2009. 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
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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.
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.

Per Note

Total

Public offering price(1)
100.000 %
$ 500,000,000
Underwriting discount
0.600 %
$ 3,000,000
Proceeds to Enterprise Products Operating LLC (before expenses)
99.400 %
$ 497,000,000
(1) Plus accrued interest from December 8, 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 December 8, 2008.

Joint Book-Running Managers

Barclays
Capital

DnB NOR

Markets

Mizuho Securities USA

Inc.

RBS Greenwich

Capital

Scotia

Capital

Wachovia

Securities

The date of this prospectus supplement is December 3, 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
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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
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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Table of Contents

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
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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 and nine months ended September 30, 2008, Enterprise Parent
had consolidated revenues of $17.0 billion and $18.3 billion, operating income of $883.0 million and
$1,060.1 million and net income of $533.7 million and $726.0 million, respectively.
S-1
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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 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
In November 2008, we entered into two senior unsecured credit facilities that provide us with
approximately $593 million of incremental borrowing capacity. The facilities are comprised of a
$375 million revolving credit facility and a 20.7 billion Japanese yen (or $218 million) term loan. The
$375 million revolving credit facility matures in November 2009 while the Japanese yen facility
matures in March 2009. The Japanese yen term loan has a fixed funded cost of approximately 4.93%,
including the cost of the foreign exchange currency swaps in effect for the funding and maturity. The
interest rate and foreign exchange costs associated with the Japanese yen facility are fixed. On
November 17, 2008, we borrowed all of the 20.7 billion Japanese yen (or $218 million) under the
Japanese yen term loan, but we have not borrowed any amounts under the $375 million revolving credit
facility.
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We sold approximately $83 million of newly issued common units through our distribution
reinvestment plan in connection with the cash distribution paid on November 12, 2008. This includes
$67 million of distributions reinvested by affiliates of EPCO, Inc., including $5 million reinvested by
Enterprise GP Holdings L.P. (NYSE: EPE), which owns the general partner of Enterprise Parent.
During 2008, we have been contemplating the possible sale of interests in certain assets to Duncan
Energy Partners L.P. The transaction as currently contemplated would involve consideration of cash
and Duncan Energy Partners' equity interests to us, as well as a retained interest by us in the assets. If
pursued, the transaction would be subject to, among other things, the approval of the board of directors
of our general partner and its Audit, Conflicts and Governance Committee; the approval of the board of
directors of the general partner of Duncan Energy Partners L.P. and its Audit, Conflicts and
Governance Committee; and negotiation of and agreement on definitive terms and conditions. As a
result, we can give no assurance regarding the consummation of such a possible transaction or, if it is
consummated, the timing, terms or results.
S-2
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