Obligation Enterprise Products Operating 6.45% ( US29379VAQ68 ) en USD

Enterprise Products Operating

108.236 % ▼

Etas-Unis

US29379VAQ68 ( en USD )

6.45% par an ( paiement semestriel )

01/09/2040

Prospectus brochure de l'obligation Enterprise Products Operating US29379VAQ68 en USD 6.45%, échéance 01/09/2040

1 000 USD

600 000 000 USD

29379VAQ6

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 105 jours )

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAQ68, paye un coupon de 6.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2040

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAQ68, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAQ68, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-145709
Registration No. 333-145709-01

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of
Title of Each Class of

Aggregate Offering

Registration
Securities To Be Registered

Price

Fee(1)
Unsecured Senior Notes

$2,000,000,000

$142,600.00(1)

(1) The registration fee of $142,600, calculated in accordance with Rule 457(r) of the Securities Act of 1933, was transmitted
to the Securities and Exchange Commission on May 12, 2010 in connection with the securities offered under Registration
Statement File Nos. 333-145709 and 333-145709-01 by means of this prospectus supplement.

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 27, 2007)

Enterprise Products Operating
LLC
$400,000,000 3.70% Senior Notes due 2015
$1,000,000,000 5.20% Senior Notes due 2020
$600,000,000 6.45% Senior Notes due 2040

Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of three series of senior notes. The senior notes due 2015, which we
refer to as the "2015 notes," will bear interest at a rate of 3.70% per year and will mature on June 1, 2015. The senior notes due
2020, which we refer to as "2020 notes," will bear interest at the rate of 5.20% per year and will mature on September 1, 2020.
The senior notes due 2040, which we refer to as "2040 notes," will bear interest at the rate of 6.45% per year and will mature
on September 1, 2040. We refer to the 2015 notes, 2020 notes and 2040 notes, collectively, as the "notes." We will pay interest
on the 2015 notes on June 1 and December 1 of each year, beginning December 1, 2010. We will pay interest on the 2020
notes on March 1 and September 1 of each year, beginning September 1, 2010. We will pay interest on the 2040 notes on
March 1 and September 1 of each year, beginning September 1, 2010. We may redeem some or all of the notes at any time at
the applicable redemption price described beginning on page S-18 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.

The notes will not be listed on any securities exchange.

Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-8
of this prospectus supplement and on page 2 of the accompanying prospectus.

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.

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2015 Notes

2020 Notes

2040 Notes

Per Note
Total
Per Note
Total
Per Note
Total

Public offering price (1)
99.790 % $ 399,160,000
99.701 % $ 997,010,000
99.525 % $ 597,150,000
Underwriting discount
0.600 % $ 2,400,000
0.650 % $ 6,500,000
0.875 % $ 5,250,000
Proceeds to Enterprise Products
Operating LLC (before expenses) 99.190 % $ 396,760,000
99.051 % $ 990,510,000
98.650 % $ 591,900,000

(1) Plus accrued interest from May 20, 2010, 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 May 20, 2010, the seventh trading day after the date of this prospectus.

Joint Book-Running Managers
Citi

Mizuho Securities USA Inc.

RBS

Scotia Capital

SunTrust Robinson Humphrey

Wells Fargo Securities

Co-Managers

DnB NOR Markets
BofA Merrill Lynch
Barclays Capital
BNP PARIBAS

Daiwa Capital Markets
Deutsche Bank Securities
ING

RBC Capital Markets
UBS Investment Bank
BBVA Securities

The date of this prospectus supplement is May 11, 2010.
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Table of Contents

Prospectus Supplement

Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-12
Enterprise Parent Capitalization
S-13
Ratio of Earnings to Fixed Charges
S-15
Description of the Notes
S-16
Material U.S. Income Tax Consequences
S-21
Certain ERISA Considerations
S-25
Underwriting (Conflicts of Interest)
S-26
Validity of Securities
S-28
Experts
S-28
Where You Can Find More Information
S-28
Forward-Looking Statements
S-29

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
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

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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.

We expect delivery of the notes will be made against payment therefor on or about May 20, 2010,
which is the seventh business day following the date of pricing of the notes (such settlement being
referred to as "T+7"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the
secondary market generally are required to settle in three business days unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of
pricing of the notes or the next succeeding three business days will be required, by virtue of the fact
that the notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such
trade to prevent failed settlement and should consult their own advisers.

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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-8 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. (NYSE: DEP) ("Duncan Energy Partners"), 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 providing a wide range of services to
producers and consumers of natural gas, natural gas liquids (or NGLs), crude oil, refined
products and certain petrochemicals. Our midstream energy 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. In addition,
we are an industry leader in the development of pipeline and other midstream energy
infrastructure in the continental United States and Gulf of Mexico. We operate an integrated
midstream energy asset network 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, import
terminaling and storage; refined product transportation and storage; 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 by
industrial and residential users as fuel.
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For the year ended December 31, 2009 and the three months ended March 31, 2010,
Enterprise Parent had consolidated revenues of $25.5 billion and $8.5 billion, operating income
of $1.8 billion and $551.0 million, and net income attributable to Enterprise Parent of
$1.0 billion and $377.8 million, respectively.

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Our midstream asset network accesses the largest producing basins of natural gas, NGLs
and crude oil in the United States, and serves some of the largest consuming regions for natural
gas, NGLs, refined products, crude oil and petrochemicals. We own approximately 49,100 miles
of pipelines comprised of over 22,000 miles of NGL, refined product and petrochemical
pipelines, over 20,500 miles of onshore and offshore natural gas pipelines and more than
5,000 miles of onshore and offshore crude oil pipelines. Our logistical assets include
approximately 200 million barrels ("MMBbls") of NGL, refined product and crude oil storage
capacity; 27 billion cubic feet ("Bcf") of natural gas storage capacity; one of the largest NGL
import/export terminals in the United States, located on the Houston Ship Channel; 60 NGL,
refined product and chemical terminals spanning the United States from the west coast to the
east coast; and crude oil import terminals on the Texas Gulf Coast. We own interests in 18
fractionation plants with over 600 thousand barrels per day ("MBPD") of net capacity; 25
natural gas processing plants with a net capacity of approximately 9 Bcf/d; and 3 butane
isomerization facilities with a capacity of 116 MBPD. We are also one of the largest inland tank
barge companies in the United States.

Our Business Segments

We have five reportable business segments: (i) NGL Pipelines & Services; (ii) Onshore
Natural Gas Pipelines & Services; (iii) Onshore Crude Oil Pipelines & Services; (iv) Offshore
Pipelines & Services; and (v) Petrochemical & Refined Products Services. Our business
segments are generally organized and managed along our asset base according to the type of
services rendered (or technologies 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 16,300 miles, (iii) NGL and related product storage and terminal
facilities with 163.4 MMBbls of working storage capacity and (iv) NGL fractionation facilities.
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 19,600 miles of onshore natural gas pipeline systems
that provide for the gathering and transportation of natural gas in Alabama, Colorado,
Louisiana, Mississippi, New Mexico, Texas and Wyoming. 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 related natural gas marketing activities.

Onshore Crude Oil Pipelines & Services. Our Onshore Crude Oil Pipelines & Services
business segment includes approximately 4,400 miles of onshore crude oil pipelines and
10.5 MMBbls of above-ground storage tank capacity. This segment also includes our crude oil
marketing activities.

Offshore Pipelines & Services. Our Offshore Pipelines & Services business segment serves
some of the most active drilling and development regions, including deepwater production
fields, in the northern Gulf of Mexico offshore Texas, Louisiana, Mississippi and Alabama. This
segment includes approximately 1,400 miles of offshore natural gas pipelines, approximately
1,000 miles of offshore crude oil pipelines and six offshore hub platforms.

Petrochemical & Refined Products Services. Our Petrochemical & Refined Products
Services business segment consists of (i) propylene fractionation plants and related activities,
(ii) butane isomerization facilities, (iii) an octane enhancement facility, (iv) refined products
pipelines, including our Products Pipeline System and related activities and (v) marine
transportation and other services.

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.

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Recent Developments

Acquisition of Natural Gas Gathering Systems in Haynesville Shale Area from Momentum.

On May 4, 2010, we purchased two natural gas gathering and treating systems, the State
Line system and the Fairplay system, from subsidiaries of M2 Midstream LLC ("Momentum")
for approximately $1.2 billion in

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