Obligation Enterprise Products Operating 5.7% ( US29379VAV53 ) en USD

Enterprise Products Operating

98.124 % ▼

Etas-Unis

US29379VAV53 ( en USD )

5.7% par an ( paiement semestriel )

14/02/2042

Prospectus brochure de l'obligation Enterprise Products Operating US29379VAV53 en USD 5.7%, échéance 14/02/2042

1 000 USD

600 000 000 USD

29379VAV5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/08/2024 ( Dans 88 jours )

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAV53, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2042

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VAV53, 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 US29379VAV53, 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. 333-168049
333-168049-01

CALCULATION OF REGISTRATION FEE

Aggregate

Maximum

Title of Each Class of

Aggregate

Amount of

Securities to Be Registered

Offering Price
Registration Fee

Unsecured Senior Notes
$1,250,000,000
$ 145,125.00(1)

(1) The filing fee, calculated in accordance with Rule 457(r) of the Securities Act of 1933, was transmitted to the Securities
and Exchange Commission on August 11, 2011 in connection with the securities offered under Registration Statement File
Nos. 333-168049 and 333-168049-01 by means of this prospectus supplement.

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 29, 2010)

This prospectus supplement relates to our offering of two series of senior notes. The senior notes due 2022, which we refer to as
"2022 notes," wil bear interest at the rate of 4.05% per year and wil mature on February 15, 2022. The senior notes due 2042, which
we refer to as "2042 notes," will bear interest at the rate of 5.70% per year and wil mature on February 15, 2042. We refer to the 2022
notes and 2042 notes, collectively, as the "notes." We will pay interest on the 2022 notes on February 15 and August 15 of each year,
beginning February 15, 2012. We wil pay interest on the 2042 notes on February 15 and August 15 of each year, beginning February 15,
2012. 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 wil 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-9 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.

2022 Notes

2042 Notes

Per Note

Total
Per Note
Total

Public Offering Price(1)
99.790% $ 648,635,000 99.887% $ 599,322,000
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Underwriting Discount
0.650% $
4,225,000 0.875% $
5,250,000
Proceeds to Enterprise Products Operating LLC (before expenses)
99.140%
$ 644,410,000 99.012% $ 594,072,000

(1) Plus accrued interest from August 24, 2011, 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 or about August 24, 2011.

Joint Book-Running Managers

Senior Co-Managers

BNP PARIBAS
DnB NOR
RBS
Scotia Capital

Markets

Co-Managers

BBVA
Deutsche Bank Securities
Morgan Stanley
RBC Capital Markets SOCIETE GENERALE
UBS Investment Bank

Junior Co-Managers

ING

Natixis

US Bancorp
The date of this prospectus supplement is August 10, 2011.
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TABLE OF CONTENTS

Page

Prospectus Supplement
Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-13
Capitalization
S-14
Description of the Notes
S-16
Material U.S. Federal Income Tax Consequences
S-22
Certain ERISA Considerations
S-27
Underwriting
S-28
Legal Matters
S-31
Experts
S-31
Information Incorporated by Reference
S-32
Forward-Looking Statements
S-32

Prospectus
About This Prospectus

1
Our Company

1
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

4
Description of Our Common Units

18
Cash Distribution Policy
20
Description of Our Partnership Agreement

21
Material Tax Consequences
27
Investment in Enterprise Products Partners L.P. by Employee Benefit Plans

42
Plan of Distribution
43
Where You Can Find More Information

43
Forward-Looking Statements

44
Legal Matters
45
Experts
45
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Important Notice About Information in This
Prospectus Supplement and the Accompanying Prospectus

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.

We expect delivery of the notes will be made against payment therefor on or about August 24, 2011, which is
the tenth business day following the date of pricing of the notes (such settlement being referred to as "T+10"). 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 six business days will be required,
by virtue of the fact that the notes initially will settle in T+10, 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 read "Risk Factors" beginning on page S-9 of this
prospectus supplement and page 2 of the accompanying prospectus for more information about important risks
that you should consider before making a decision to purchase 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 wholly owned subsidiaries, Duncan
Energy Partners L.P. (NYSE: DEP) ("Duncan Energy Partners"), a publicly traded, consolidated subsidiary of
Enterprise, and Enterprise's investments in unconsolidated affiliates. Enterprise is the borrower under
substantially all of the consolidated company's credit facilities (except for credit facilities of Duncan Energy
Partners and certain unconsolidated affiliates) 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 historical consolidated
statement of operations for the year ended December 31, 2010 incorporated into this prospectus supplement
gives effect to the merger of Enterprise GP Holdings L.P. ("Holdings") with a subsidiary of Enterprise Parent in
November 2010.

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

Overview

We are a leading North American provider of midstream energy services to producers and consumers of natural
gas, natural gas liquids ("NGLs"), crude oil, refined products and 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.

Our midstream energy operations include: natural gas transportation, gathering, treating, processing and storage;
NGL transportation, fractionation, storage, and import and export terminaling; crude oil and refined products
transportation, storage and terminaling; offshore production platforms; petrochemical transportation and services;
and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway
systems and in the Gulf of Mexico. 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. Our portfolio of integrated assets includes approximately:
50,200 miles of onshore and offshore natural gas, NGL, crude oil,
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refined products and petrochemical pipelines; 190 million barrels ("MMBbls") of NGL, refined products and crude
oil storage capacity; 27 billion cubic feet ("Bcf") of natural gas storage capacity; and 25 natural gas processing
plants. In addition, our asset portfolio includes 19 fractionation facilities, six offshore hub platforms located in the
Gulf of Mexico, a butane isomerization complex, NGL import and export terminals, and an octane enhancement
facility.

For the year ended December 31, 2010 and the six months ended June 30, 2011, Enterprise Parent had
consolidated revenues of $33.7 billion and $21.4 billion, operating income of $2.1 billion and $1.3 billion, and net
income from continuing operations of $1.4 billion and $883.0 million, respectively.

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.

Our Business Segments

We have six reportable business segments: (i) NGL Pipelines & Services; (ii) Onshore Natural Gas
Pipelines & Services; (iii) Onshore Crude Oil Pipelines & Services; (iv) Offshore Pipelines & Services;
(v) Petrochemical & Refined Products Services; and (vi) Other Investments. 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. We provide midstream energy services through our subsidiaries and
unconsolidated affiliates.

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
16,800 miles, (iii) NGL and related product storage and terminal facilities with approximately 160.0 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 more than 19,770 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 4,700 miles of onshore crude oil pipelines and 11.0 MMBbls of above-ground storage tank
capacity. This segment also includes our crude oil marketing and trucking activities.

Offshore Pipelines & Services. Our Offshore Pipelines & Services business segment serves some of the most
active drilling 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, approximately 680 miles of petrochemical pipelines and
related marketing activities, (ii) a butane isomerization facility and related 70-mile pipeline system, (iii) octane
enhancement and high purity isobutylene production facilities, (iv) approximately 5,700 miles of refined products
pipelines and related marketing activities and (v) marine transportation and other services.

Other Investments. On November 22, 2010, we completed the merger with Holdings and, as a result, our
financial results include a sixth segment, Other Investments, which consists of Holdings' noncontrolling ownership
interests in Energy Transfer Equity, L.P. ("Energy Transfer Equity"), a publicly traded limited partnership (NYSE:
ETE). As of August 9, 2011, we owned 30,411,954 common units of Energy Transfer Equity, which we account for
using the equity method of accounting.
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Recent Developments

Enterprise to Build Sixth NGL Fractionator at Mont Belvieu, Texas Complex

In June 2011, Enterprise announced plans to construct a sixth NGL fractionator at its Mont Belvieu, Texas
facility that will increase capacity by 75 thousand barrels per day ("MBPD"). The new fractionation facility will
accommodate continued growth of liquids-rich natural gas production from the prolific Eagle Ford Shale basin in
South Texas. All necessary approvals and permits have been obtained, and Enterprise has started construction of the
new facility, which is projected to begin service in late 2012. At that time, Enterprise Parent will have the
capability to fractionate more than 450 MBPD of NGLs at its Mont Belvieu complex. Enterprise's system-wide net
fractionation capacity will increase to more than 800 MBPD.

Enterprise to Extend Eagle Ford Shale Crude Oil Pipeline System

On May 3, 2011, Enterprise announced plans to build an 80-mile extension of its 350 MBPD Eagle Ford Shale
crude oil pipeline, which would allow us to serve growing production areas in the southwestern portion of the
supply basin. The Phase II project, which is being designed with a capacity of 200 MBPD, would originate in
Wilson County, Texas at the terminus of our previously announced 140-mile Phase I segment, and extend to a site
near Gardendale, Texas in La Salle County, where a new central delivery point is planned for construction that will
feature 500,000 barrels of storage. Phase I is projected to begin service by the second quarter of 2012, with Phase II
set to commence operations in the first quarter of 2013. When completed, the approximately 220-mile crude oil
pipeline system will provide Eagle Ford Shale producers with access to the Texas Gulf Coast refining complex
through Enterprise's integrated midstream network.

Enterprise and Energy Transfer Partners to Form Pipeline Joint Venture

On April 26, 2011, Enterprise announced an intent to form a 50/50 joint venture with Energy Transfer Partners,
L.P. (NYSE: ETP) to design and construct a crude oil pipeline from Cushing, Oklahoma to Houston, Texas. The
project would allow greater access to the U.S. Gulf Coast-area refining complex and add approximately
500,000 barrels of storage capacity at new facilities to be constructed and owned by the joint venture at Enterprise's
Houston crude oil terminal. The pipeline would provide an outlet for more than 400 MBPD of crude oil supplies,
which are currently stranded at the Cushing hub and priced at a substantial discount to imported crude oil on the
Gulf Coast. The pipeline would also give refiners on the Gulf Coast improved access to growing supplies of
domestic crude oil production and an alternative to higher priced crude oil imports, which represent their largest
source of supply. Contingent upon receiving satisfactory shipper commitments, the proposed pipeline is projected to
begin service in the fourth quarter of 2012. In May 2011, an open commitment period for shippers to contract for
available capacity on the proposed pipeline was initiated. The commitment period was extended on July 29, 2011 to
continue until to August 12, 2011.

Expansion of Houston Ship Channel Import/Export Terminal

On March 29, 2011, Enterprise announced the expansion of its import/export terminal on the Houston Ship
Channel. The expansion project is expected to nearly double the fully refrigerated export loading capacity for
propane and other NGLs at the facility to more than 10,000 barrels per hour, while enhancing its ability to load
multiple vessels simultaneously. Enterprise expects to complete the expansion in the second half of 2012.

Agreement and Plan of Merger with Duncan Energy Partners

On April 28, 2011, Enterprise Parent entered into an Agreement and Plan of Merger (the "Duncan Energy
Partners Merger Agreement"), by and among Enterprise Parent, Enterprise Products Holdings LLC ("Enterprise
GP"), EPD MergerCo LLC ("Duncan MergerCo," a Delaware limited liability company and a wholly owned
subsidiary of Enterprise Parent), Duncan Energy Partners and DEP Holdings, LLC ("Duncan Energy Partners GP").
At the effective time of the merger, Duncan MergerCo will merge with and into Duncan Energy Partners, pursuant to
the Duncan Energy Partners Merger Agreement, with Duncan Energy Partners surviving the merger as a wholly
owned subsidiary of Enterprise Parent (the "Duncan Energy Partners
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