Bond Enterprise Product Operations 3.2% ( US29379VAS25 ) in USD

Enterprise Product Operations

100 % ⇌

United States

US29379VAS25 ( in USD )

3.2% per year ( payment 2 times a year)

01/02/2016 - Bond has expired

Prospectus brochure of the bond Enterprise Products Operating US29379VAS25 in USD 3.2%, expired

1 000 USD

750 000 000 USD

29379VAS2

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Enterprise Products Operating L.P. is a publicly traded master limited partnership (MLP) engaged in the transportation, storage, and marketing of natural gas, NGLs, crude oil, and petrochemicals.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VAS25, pays a coupon of 3.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/02/2016

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VAS25, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VAS25, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

e424b5
424B5 1 h78419b5e424b5.htm 424B5
Table of Contents

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
$ 1,500,000,000 $ 174,150.00(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 January 5, 2011 in connection with the securities offered under Registration Statement File Nos. 333-168049 and 333-168049-01 by means of this
prospectus supplement.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-168049
333-168049-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 29, 2010)

Enterprise Products Operating LLC
$750,000,000 3.20% Senior Notes due 2016
$750,000,000 5.95% Senior Notes due 2041
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 2016, which we refer to as "2016 notes," will
bear interest at the rate of 3.20% per year and will mature on February 1, 2016. The senior notes due 2041, which we refer to as "2041 notes," will bear
interest at the rate of 5.95% per year and will mature on February 1, 2041. We refer to the 2016 notes and 2041 notes, collectively, as the "notes." We will
pay interest on the 2016 notes on February 1 and August 1 of each year, beginning August 1, 2011. We will pay interest on the 2041 notes on February 1
and August 1 of each year, beginning August 1, 2011. We may redeem some or all of the notes at any time at the applicable redemption price described
beginning on page S-26 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-16 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.

2016 Notes

2041 Notes

Per Note

Total

Per Note
Total

Public Offering Price(1)

99.901%
$ 749,257,500

99.317%
$ 744,877,500
Underwriting Discount

0.600%
$
4,500,000

0.875%
$
6,562,500
Proceeds to Enterprise Products Operating LLC (before expenses)

99.301%
$ 744,757,500

98.442%
$ 738,315,000

(1) Plus accrued interest from January 13, 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
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
January 13, 2011, the seventh trading day after the date of this prospectus.

Joint Book-Running Managers

J.P. Morgan

BNP PARIBAS

Deutsche Bank Securities

DnB NOR Markets

RBS

Scotia Capital

Senior Co-Managers

Barclays Capital
Mizuho Securities USA Inc.
Morgan Stanley

SunTrust Robinson Humphrey Wells Fargo Securities

Co-Managers

Natixis Securities N.A. RBC Capital Markets UBS Investment Bank

Junior Co-Managers

BBVA Securities
ING
SOCIETE GENERALE
US Bancorp

The date of this prospectus supplement is January 4, 2011.

TABLE OF CONTENTS

Page

Prospectus Supplement
Summary

S-1
Risk Factors
S-16
Use of Proceeds
S-20
Capitalization
S-21
Description of the Notes
S-24
Material U.S. Income Tax Consequences
S-29
Certain ERISA Considerations
S-34
Underwriting
S-35
Legal Matters
S-37
Experts
S-37
Information Incorporated by Reference
S-38
Forward-Looking Statements
S-38
Index to Unaudited Pro Forma Condensed Consolidated Financial Statements

F-1

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
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
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
Table of Contents
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 January 13, 2011, 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.
S-i
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
read "Risk Factors" beginning on page S-16 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
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
"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 pro
forma financial information presented in this prospectus supplement gives effect to the recent merger of Enterprise GP
Holdings L.P. ("Holdings") with a subsidiary of Enterprise Parent as described under "Recent Developments" in this
Summary section.

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: 49,100 miles of natural gas, NGL, crude oil, refined products and
S-1
Table of Contents
petrochemical pipelines; 200 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, 2009 and the nine months ended September 30, 2010, Enterprise Parent had pro forma
consolidated revenues of $25.5 billion and $24.2 billion, operating income of $1.9 billion and $1.6 billion, and net income from
continuing operations of $1.1 billion and $1.1 billion, respectively.

http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
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 16,300 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 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.

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). In May 2007, Holdings acquired
38,976,090 common units of Energy Transfer Equity, which it accounts for using the equity method of accounting.
S-2
Table of Contents
Recent Developments

Enterprise Parent Issues 13,225,000 Common Units.

In December 2010, Enterprise Parent issued 13,225,000 common units representing limited partner interests (including an
over-allotment of 1,725,000 common units) to the public at an offering price of $41.25 per unit. We used the net cash proceeds
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
of approximately $528.3 million to temporarily reduce borrowings under our multi-year revolving credit facility.

Merger of Enterprise GP Holdings L.P. with a Subsidiary of Enterprise Parent

On November 22, 2010, Enterprise Parent completed the merger of Holdings, the holder of 100% of the membership
interests in Enterprise Parent's prior general partner, with and into a wholly owned subsidiary of ours (the "Holdings Merger").
At the effective time of the Holdings Merger, EPE Holdings, LLC, the former general partner of Holdings ("Holdings GP"),
succeeded as the general partner of Enterprise Parent, and each unit representing limited partner interests in Holdings issued and
outstanding was cancelled and converted into the right to receive Enterprise Parent common units based on an exchange rate of
1.50 Enterprise Parent common units per Holdings unit. Enterprise Parent issued an aggregate of 208,813,454 common units
(net of 23 fractional common units cashed out) as consideration in the Holdings Merger and, immediately after the merger,
cancelled 21,563,177 Enterprise Parent common units previously owned by Holdings.

In connection with the Holdings Merger, Enterprise Parent's partnership agreement was amended and restated to effect the
cancellation of its general partner's 2% economic general partner interest in Enterprise Parent and the incentive distribution
rights held by Holdings' general partner. Holdings GP succeeded as the non-economic general partner of Enterprise Parent and
was subsequently renamed Enterprise Products Holdings LLC ("Enterprise GP").

In connection with the Holdings Merger, an affiliate of Enterprise Products Company ("EPCO") agreed to designate and
waive its rights to quarterly distributions of "available cash" with respect to a specified number of Enterprise Parent common
units over a five-year period: 30,610,000 common units during 2011; 26,130,000 common units during 2012; 23,700,000
common units during 2013; 22,560,000 common units during 2014; and 17,690,000 common units during 2015.

For information regarding the pro forma effects of the Holdings Merger, please read the Unaudited Pro Forma Condensed
Consolidated Financial Statements beginning on page F-1 of this prospectus supplement.
S-3
Table of Contents

Organizational Structure

http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
The following chart depicts our current organizational structure and ownership.

(1) Includes Enterprise Parent common units beneficially owned by the estate of Dan L. Duncan, related family trusts and other
EPCO affiliates. DDLLC, a private affiliate of EPCO that owns 100% of the membership interests in our general partner,
and EPCO are each controlled by separate voting trusts. The voting trustees of each of these voting trusts consist of three
individuals, currently Randa Duncan Williams, Richard H. Bachmann and Dr. Ralph S. Cunningham. Accordingly, the
common units beneficially owned by DDLLC and EPCO are now controlled by each of the respective voting trusts.
Ms. Williams also has beneficial ownership in these common units to the extent of her pecuniary interest in DDLLC and
EPCO. Ms. Williams, Mr. Bachmann and Dr. Cunningham are also co-executors of the estate of Dan L. Duncan.

Also includes 20,881 common units owned directly by Enterprise GP, and 4,520,431 Class B units held by a privately held
affiliate of EPCO. The Class B units are entitled to vote together with the common units as a single class on partnership
matters and have the same rights and privileges as our common units, except that they are not entitled to regular quarterly
cash distributions for the first sixteen quarters following the closing date of our merger with TEPPCO Partners, L.P., which
occurred on October 26, 2009. The Class B units automatically convert into the same number of common units on the date
immediately following the payment date for the sixteenth quarterly distribution following the closing date of the TEPPCO
merger.

There are currently 30,610,000 common units subject to a distribution waiver agreement. Please read "Summary -- Recent
Developments -- Merger of Enterprise GP Holdings L.P. with a Subsidiary of Enterprise Parent" for a description of this
agreement.
S-4
Table of Contents
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5

The Offering

Issuer
Enterprise Products Operating LLC

Guarantee
The notes will be fully and unconditionally guaranteed by the Parent Guarantor
on an unsecured and unsubordinated basis. Initially, the notes will not be
guaranteed by any of our subsidiaries. In the future, however, if any of our
subsidiaries become guarantors or co-obligors of our funded debt (as defined in
the indenture), then these subsidiaries will jointly and severally, fully and
unconditionally, guarantee our payment obligations under the notes. Please read
"Description of the Notes -- Parent Guarantee."

Securities Offered
$750,000,000 aggregate principal amount of 3.20% senior notes due 2016.
$750,000,000 aggregate principal amount of 5.95% senior notes due 2041.

Interest
The 2016 notes will bear interest at 3.20% per annum. The 2041 notes will bear
interest at 5.95% per annum. All interest on the notes will accrue from and
including January 13, 2011.

Interest Payment Dates
Interest on the 2016 notes will be paid in cash semi-annually in arrears on
February 1 and August 1 of each year, beginning August 1, 2011. Interest on the
2041 notes will be paid in cash semi-annually in arrears on February 1 and
August 1 of each year, beginning August 1, 2011.

Maturity
2016 notes -- February 1, 2016.

2041 notes -- February 1, 2041.

Use of Proceeds
We will receive aggregate net proceeds of approximately $1,482.8 million from
the sale of the notes to the underwriters after deducting the underwriters'
discount and other offering expenses payable by us. We expect to use the net
proceeds of this offering to temporarily reduce borrowings under our multi-year
revolving credit facility, to repay outstanding amounts on the maturity of our
$450 million principal amount of senior notes B due February 2011, and for
general company purposes. Affiliates of certain of the underwriters are lenders
under our multi-year revolving credit facility and, accordingly, will receive a
substantial portion of the proceeds of this offering. Please read "Use of
Proceeds" and "Underwriting."

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank
equally with all of our other existing and future unsubordinated indebtedness.
Please read "Description of the Notes -- Ranking."

Optional Redemption
We may redeem the notes in whole, at any time, or in part, from time to time,
prior to maturity, at a redemption price that includes accrued and unpaid interest
and a make-whole premium. For a more complete description of the redemption
provisions of the notes, please read "Description of the Notes -- Optional
Redemption."
S-5
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
Table of Contents

Certain Covenants
We will issue the notes under an Indenture (as defined below) with Wells Fargo
Bank, N.A., as trustee. The Indenture covenants include a limitation on liens and
a restriction on sale-leasebacks. Each covenant is subject to a number of
important exceptions, limitations and qualifications that are described under
"Description of Debt Securities -- Certain Covenants" in the accompanying
prospectus.

Risk Factors
Investing in the notes involves certain risks. You should carefully consider the
risk factors discussed under the heading "Risk Factors" beginning on page S-16
of this prospectus supplement and on page 2 of the accompanying prospectus
and the other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus before deciding to
invest in the notes.

Book-Entry Form/Denominations
The notes of each series will be issued in denominations of $1,000 and integral
multiples thereof in book-entry form and will be represented by one or more
permanent global certificates deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of a nominee of DTC.
Beneficial interests in any of the notes will be shown on, and transfers will be
effected only through, records maintained by DTC or its nominee and any such
interest may not be exchanged for certificated securities, except in limited
circumstances.

Trading
We will not list the notes for trading on any securities exchange.

Trustee
Wells Fargo Bank, National Association

Governing Law
The notes and the Indenture will be governed by, and construed in accordance
with, the laws of the State of New York.
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

e424b5
S-6
Table of Contents

Summary Historical and Pro Forma Financial and
Operating Information of Enterprise Parent and Holdings

The following tables set forth, for the periods and at the dates indicated, summary historical financial and operating
information for Enterprise Parent and Holdings prior to the Holdings Merger and summary unaudited pro forma financial
information for Enterprise Parent after giving effect to the Holdings Merger and related transactions. The summary historical
financial data as of and for each of the years ended December 31, 2007, 2008 and 2009 are derived from and should be read in
conjunction with the audited financial statements and accompanying footnotes of Enterprise Parent and Holdings, respectively.
The summary historical financial data as of and for the nine month periods ended September 30, 2009 and 2010 are derived
from and should be read in conjunction with the unaudited financial statements and accompanying footnotes of Enterprise
Parent and Holdings, respectively.

Enterprise Parent's consolidated balance sheets as of December 31, 2008 and 2009 and as of September 30, 2010, and the
related statements of consolidated operations, comprehensive income, cash flows and equity for each of the three years in the
period ended December 31, 2009 and the nine months ended September 30, 2010 and 2009 are incorporated by reference into
this prospectus supplement from its annual report on Form 10-K for the year ended December 31, 2009, and its quarterly report
on Form 10-Q for the period ended September 30, 2010. Holdings' consolidated balance sheets as of December 31, 2008 and
2009 and as of September 30, 2010, and the related statements of consolidated operations, comprehensive income, cash flows
and equity for each of the three years in the period ended December 31, 2009 and the nine months ended September 30, 2010
and 2009 are incorporated by reference into this prospectus supplement from Enterprise Parent's current reports on Form 8-K
and 8-K/A filed on November 23, 2010.

The summary unaudited pro forma condensed consolidated financial statements of Enterprise Parent give pro forma effect
to the Holdings Merger and related transactions, which closed on November 22, 2010. Holdings will be treated as the surviving
consolidated entity for accounting purposes, even though Enterprise Parent will be the surviving consolidated entity for legal
and reporting purposes. For financial accounting and reporting purposes, Holdings is considered the accounting acquiror of its
noncontrolling interests in Enterprise Parent (i.e., Enterprise Parent's limited partner interests that are owned by third parties
and related parties other than Holdings).

The unaudited pro forma condensed consolidated financial statements have been prepared to assist in the analysis of the
financial effects of the Holdings Merger and related transactions. The unaudited pro forma condensed statements of
consolidated operations for the nine months ended September 30, 2010 and the year ended December 31, 2009 assume the
Holdings Merger and related transactions occurred on January 1, 2009. The unaudited pro forma condensed consolidated
balance sheet shows the financial effects of the Holdings Merger and related transactions as if they occurred on September 30,
2010. The unaudited pro forma condensed consolidated financial statements are based upon assumptions that Enterprise Parent
believes are reasonable under the circumstances and are intended for informational purposes only. They are not necessarily
indicative of the financial results that would have occurred if the Holdings Merger and related transactions had taken place on
the dates indicated, nor are they indicative of the future consolidated results of the combined entity. For a complete discussion
of the pro forma adjustments, please read the section titled "Index to Unaudited Pro Forma Condensed Consolidated Financial
Statements" beginning on page F-1 of this document.

Enterprise Parent's non-generally accepted accounting principles, or non-GAAP, financial measures of gross operating
margin and Adjusted EBITDA are presented in the summary historical and pro forma financial information. Please read
"-- Non GAAP Financial Measures," which provides the necessary explanations and reconciliations for the non-GAAP
financial measures.
http://www.sec.gov/Archives/edgar/data/1061219/000095012311000675/h78419b5e424b5.htm#110[1/5/2011 3:45:18 PM]

Document Outline

#1">
- #1">