FWP Term Sheet
  LOGO   Filed Pursuant to Rule 433
    Registration No. 333-168049
    Registration No. 333-168049-01
    August 6, 2012


$650,000,000 1.250% Senior Notes due 2015

$1,100,000,000 4.450% Senior Notes due 2043

Issuer:    Enterprise Products Operating LLC
Guarantee:    Unconditionally guaranteed by Enterprise Products Partners L.P.

Baa2 by Moody’s Investors Service, Inc.

BBB by Standard & Poor’s Ratings Services

BBB by Fitch Ratings

Trade Date:    August 6, 2012
Expected Settlement Date:    August 13, 2012 (T+5)
Note Type:    Senior Unsecured Notes
Legal Format:    SEC Registered

$650,000,000 for the 2015 Notes

$1,100,000,000 for the 2043 Notes

Maturity Date:   

August 13, 2015 for the 2015 Notes

February 15, 2043 for the 2043 Notes


1.250% for the 2015 Notes

4.450% for the 2043 Notes

Interest Payment Dates:   

February 13 and August 13, commencing February 13, 2013 for the 2015 Notes

February 15 and August 15, commencing February 15, 2013 for the 2043 Notes

Price to Public:   

99.941% for the 2015 Notes

99.470% for the 2043 Notes

Benchmark Treasury:   

0.250% due July 15, 2015 for the 2015 Notes

3.125% due February 15, 2042 for the 2043 Notes

Benchmark Treasury Yield:   

0.320% for the 2015 Notes

2.632% for the 2043 Notes



Spread to Benchmark Treasury:   

+95 bps for the 2015 Notes

+185 bps for the 2043 Notes

Yield to Maturity:   

1.270% for the 2015 Notes

4.482% for the 2043 Notes

Make-Whole Call:   

T+15 bps on the 2015 Notes

T+30 bps on the 2043 Notes

Call at Par:   

Not applicable for the 2015 Notes

On or after August 15, 2042 on the 2043 Notes


29379V AX1 / US29379VAX10 on the 2015 Notes

29379V AY9 / US29379VAY92 on the 2043 Notes

Joint Book-Running Managers:   

Citigroup Global Markets Inc.

Barclays Capital Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Deutsche Bank Securities Inc.

Mizuho Securities USA Inc.

SunTrust Robinson Humphrey, Inc.


DNB Markets, Inc.

RBS Securities Inc.

Scotia Capital (USA) Inc.

Wells Fargo Securities, LLC

Credit Suisse Securities (USA) LLC

Mitsubishi UFJ Securities (USA), Inc.

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

UBS Securities LLC

U.S. Bancorp Investments, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-877-858-5407, Barclays Capital Inc. at 1-888-603-5847 and SunTrust Robinson Humphrey, Inc. at 1-800-685-4786.