For the three and nine months ended September 30, 2009 and 2008.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included in this report. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the financial statements and related notes, together with our discussion and analysis of financial position and results of operations included in our Current Report on Form 8-K dated July 8, 2009 (the "Recast Form 8-K"), which retroactively adjusted portions of our Annual Report for the year ended December 31, 2008. The Recast Form 8-K reflects our adoption of the provisions under Accounting Standards Codification ("ASC") 810, Consolidation, related to noncontrolling interests, our adoption of the provisions under ASC 260, Earnings Per Share, pertaining to the application of the two-class method to master limited partnerships in computing basic and diluted earnings per share, and the resulting change in presentation and disclosure requirements.

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP").

Key References Used in this Quarterly Report

Enterprise Products Partners L.P. is a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange ("NYSE") under the ticker symbol "EPD." Unless the context requires otherwise, references to "we," "us," "our," or "Enterprise Products Partners" are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.

References to "EPO" mean Enterprise Products Operating LLC, which is a wholly owned subsidiary of Enterprise Products Partners through which Enterprise Products Partners conducts substantially all of its business.

References to "Duncan Energy Partners" mean Duncan Energy Partners L.P., which is a consolidated subsidiary of EPO and a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "DEP." References to "DEP GP" mean DEP Holdings, LLC, which is the general partner of Duncan Energy Partners and is wholly owned by EPO.

References to "EPGP" mean Enterprise Products GP, LLC, which is our general partner.

References to "Enterprise GP Holdings" mean Enterprise GP Holdings L.P., a publicly traded limited partnership, the units of which are listed on the NYSE under the ticker symbol "EPE." Enterprise GP Holdings owns EPGP. References to "EPE Holdings" mean EPE Holdings, LLC, which is the general partner of Enterprise GP Holdings.

References to "TEPPCO" and "TEPPCO GP" mean TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (which is the general partner of TEPPCO) prior to their mergers with our subsidiaries. On October 26, 2009, we completed our merger with TEPPCO and TEPPCO GP (such related mergers referred to herein individually and together as the "TEPPCO Merger"). For additional information regarding the TEPPCO Merger, see "Recent Developments" included within this Item 2.

References to "Energy Transfer Equity" mean the business and operations of Energy Transfer Equity, L.P. and its consolidated subsidiaries, which include Energy Transfer Partners, L.P. Energy Transfer Equity is a publicly traded Delaware limited partnership, the common units of which are listed on the NYSE under the ticker symbol "ETE." The general partner of Energy Transfer Equity is LE GP, LLC ("LE GP"). Enterprise GP Holdings owns a noncontrolling interest in both LE GP and Energy Transfer Equity. Enterprise GP Holdings accounts for its investments in LE GP and Energy Transfer Equity using the equity method of accounting.

References to "EPCO" mean EPCO, Inc. and its wholly owned, privately held affiliates, which are related parties to all of the foregoing named entities.

We, EPO, Duncan Energy Partners, DEP GP, EPGP, Enterprise GP Holdings, EPE Holdings, TEPPCO and TEPPCO GP are affiliates under the common control of Dan L. Duncan, the Group Co-Chairman and controlling shareholder of EPCO.

As generally used in the energy industry and in this discussion, the identified terms have the following meanings:

  /d       = per day
  BBtus    = billion British thermal units
  MBPD     = thousand barrels per day
  MMBbls   = million barrels
  MMBtus   = million British thermal units
  MMcf     = million cubic feet
  Bcf      = billion cubic feet

Cautionary Note Regarding Forward-Looking Statements

This discussion contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us. When used in this document, words such as "anticipate," "project," "expect," "plan," "seek," "goal," "estimate," "forecast," "intend," "could," "should," "will," "believe," "may," "potential" and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although we and our general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither we nor our general partner can give any assurances that such expectations will prove to be correct. Such statements are subject to a variety of risks, uncertainties and assumptions as described in more detail in Item 1A "Risk Factors" included in our Annual Report on Form 10-K for 2008. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements. The forward-looking statements in this Quarterly Report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Critical Accounting Policies and Estimates

A summary of the significant accounting policies we have adopted and followed in the preparation of our consolidated financial statements is included in our Recast Form 8-K. Certain of these accounting policies require the use of estimates. As more fully described therein, the following estimates, in our opinion, are subjective in nature, require the exercise of judgment and involve complex analysis: depreciation methods and estimated useful lives of property, plant and equipment; measuring recoverability of long-lived assets and equity method investments; amortization methods and estimated useful lives of qualifying intangible assets; methods we employ to measure the fair value of goodwill; revenue recognition policies and use of estimates for revenues and expenses; reserves for environmental matters; and natural gas imbalances. These estimates are based on our current knowledge and understanding and may change as a result of actions we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial position, results of operations and cash flows.

Overview of Business

We are a North American midstream energy company providing a wide range of services to producers and consumers of natural gas, natural gas liquids ("NGLs"), crude oil and certain petrochemicals. 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 are a publicly traded Delaware limited partnership formed in 1998, the common units of which are listed on the NYSE under the ticker symbol "EPD."

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 to domestic consumers and international markets. We have four reportable business segments: NGL Pipelines & Services; Onshore Natural Gas Pipelines & Services; Offshore Pipelines & Services; and Petrochemical Services. Our business segments are generally organized and managed according to the type of services rendered (or technologies employed) and products produced and/or sold.

We conduct substantially all of our business through EPO. We are owned 98% by our limited partners and 2% by our general partner, EPGP. EPGP is owned 100% by Enterprise GP Holdings.

Recent Developments

The following information highlights our significant developments since January 1, 2009 through the date of this filing.

Merger of TEPPCO and TEPPCO GP with Enterprise Products Partners

On October 26, 2009, the related mergers of our wholly owned subsidiaries with TEPPCO and TEPPGO GP were completed. Under terms of the merger agreements, TEPPCO and TEPPCO GP became wholly owned subsidiaries of ours and each of TEPPCO's unitholders, except for a privately held affiliate of EPCO, were entitled to receive 1.24 of our common units for each TEPPCO unit. In total, we issued an aggregate of 126,932,318 common units and 4,520,431 Class B units (described below) as consideration in the TEPPCO Merger for both TEPPCO units and the TEPPCO GP membership interests. TEPPCO's units, which had been trading on the NYSE under the ticker symbol TPP, have been delisted and are no longer publicly traded.

A privately held affiliate of EPCO exchanged a portion of its TEPPCO units, based on the 1.24 exchange rate, for 4,520,431 of our Class B units in lieu of common units. The Class B units are not entitled to regular quarterly cash distributions for the first sixteen quarters following the closing date of the merger. 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 merger. The Class B units are entitled to vote together with the common units as a single class on partnership matters and, except for the payment of distributions, have the same rights and privileges as our common units.

Under the terms of the TEPPCO Merger agreements, Enterprise GP Holdings received 1,331,681 of our common units and an increase in the capital account of EPGP to maintain its 2% general partner interest in us as consideration for 100% of the membership interests of TEPPCO GP. Following the closing of the TEPPCO Merger, affiliates of EPCO owned approximately 31.3% of our outstanding limited partner units, including 3.4% owned by Enterprise GP Holdings.

The post-merger partnership, which retains the name Enterprise Products Partners L.P., accesses the largest producing basins of natural gas, NGLs and crude oil in the U.S., and serves some of the largest consuming regions for natural gas, NGLs, refined products, crude oil and petrochemicals. The post-merger partnership owns almost 48,000 miles of pipelines comprised of over 22,000 miles of NGL, refined product and petrochemical pipelines, over 20,000 miles of natural gas pipelines and more than 5,000 miles of crude oil pipelines. The merged partnership's logistical assets include approximately 200 MMBbls of NGL, refined product and crude oil storage capacity; 27 Bcf of natural gas storage capacity; one of the largest NGL import/export terminals in the U.S., located on the Houston Ship Channel; 60 NGL, refined product and chemical terminals spanning the U.S. from the west coast to the east coast; and crude oil import terminals on the Texas Gulf Coast. The post-merger partnership owns interests in 17 fractionation plants with over 600 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. The post-merger partnership is also one of the largest inland tank barge companies in the U.S.

The merger transactions will be accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests. The financial and operating activities of Enterprise Products Partners, TEPPCO and Enterprise GP Holdings and their respective general partners, and EPCO and its privately held subsidiaries, are under the common control of Dan L. Duncan. See Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report for selected financial information, including selected unaudited pro forma data, related to the merger.

In connection with the TEPPCO Merger, EPO commenced offers in September 2009 to exchange all of TEPPCO's outstanding notes (a combined principal amount of $2 billion) for a corresponding series of new EPO notes. The purpose of the exchange offer was to simplify our capital structure following the TEPPCO Merger. The exchanges were completed on October 27, 2009. The new EPO notes are guaranteed by Enterprise Products Partners L.P. The EPO notes issued in the exchange will be recorded at the same carrying value as the TEPPCO notes being replaced. Accordingly, we will recognize no gain or loss for accounting purposes related to this exchange. All note exchange direct costs paid to third parties will be expensed. In addition to the debt exchange, we gained approval from the requisite TEPPCO noteholders to eliminate substantially all of the restrictive covenants and reporting requirements associated with the remaining TEPPCO notes. Upon the consummation of the TEPPCO Merger, EPO repaid and terminated indebtedness under TEPPCO's revolving credit facility.

Enterprise Products Partners and Duncan Energy Partners Announce Extension of Acadian Gas System into Haynesville Shale Play

In October 2009, we and our affiliate, Duncan Energy Partners, announced plans for our jointly owned Acadian Gas System to extend its Louisiana intrastate natural gas pipeline system into Northwest Louisiana to provide producers in the rapidly expanding Haynesville Shale resource basin with access to additional markets through connections with the Acadian Gas System in South Louisiana and nine major interstate natural gas pipelines ("Haynesville Extension"). The Haynesville Shale covers about 2 million acres in Northwest Louisiana, almost all of which is under lease. Production from the approximately 200 wells drilled to date is estimated at more than 1 Bcf/d. Over 400 locations are in various stages of drilling and completion with approximately 150 rigs now working in the region.

As currently designed, our Haynesville Extension pipeline project will have the capacity to transport up to 1.4 Bcf/d of natural gas from the Haynesville area through a 249-mile pipeline that will connect with our existing Acadian Gas System. Subject to additional long-term commitments received before pipe orders are placed, the capacity of the Haynesville Extension could be increased to 2.0 Bcf/d. The pipeline is expected to be in service in September 2011.

The Acadian Gas System serves major natural gas markets along the Mississippi River corridor between Baton Rouge and New Orleans and has the ability to make physical deliveries into the Henry Hub. The Haynesville Extension will also have interconnects with major interstate pipelines include Florida Gas, Texas Eastern, Transco, Sonat, Columbia Gulf, Trunkline, ANR, Tennessee Gas and Texas Gas. Together with the capacity of the existing Acadian Gas System, the extension project will provide approximately 5.5 Bcf/d of redelivery capacity into an estimated 12 Bcf/d of available downstream pipeline takeaway capacity. Initially, the project will connect to nine Haynesville Shale producer locations in DeSoto and Red River parishes.

Along with providing much needed natural gas takeaway capacity for growing Haynesville production, the new pipeline is expected to provide shippers the opportunity to benefit from more favorable pricing points and diverse service options and access to the South Louisiana marketplace. For producers, the more flexible contracting options associated with an intrastate pipeline environment would help facilitate a seamless transaction for the producer from the field to the end user.

Currently, Duncan Energy Partners owns a 66% equity interest in the entities that own the Acadian Gas System, with EPO owning the remaining 34% equity interests. Duncan Energy Partners and EPO are in discussions as to the funding of the Haynesville Extension project.

EPO Issues $1.1 Billion of Senior Notes

In October 2009, EPO issued $500.0 million in principal amount of 5.25% fixed-rate, unsecured senior notes due January 2020 ("Senior Notes Q") and $600.0 million in principal amount of 6.125% fixed-rate, unsecured senior notes due October 2039 ("Senior Notes R"). Net proceeds from this offering were used
(i) to repay $500.0 million in aggregate principal amount of senior notes that matured in October 2009 ("Senior Notes F"), (ii) to temporarily reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and
(iii) for general partnership purposes. For additional information regarding these issuances of debt, see Note 18 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Enterprise Products Partners Issues $226.4 million of Common Units

In September 2009, we issued 8,337,500 common units (including an overallotment amount of 1,087,500 common units) in an underwritten public offering at a price of $28.00 per unit. We used the combined net offering proceeds of $226.4 million to reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and for general partnership purposes.

Enterprise Products Partners to Provide Natural Gas Transportation and Processing Services
for Major Eagle Ford Shale Producer

In September 2009, we announced that we had entered into a long-term agreement to provide natural gas transportation and processing services on dedicated acreage owned by one of the largest and most active producers in the developing Eagle Ford Shale natural gas play in South Texas. The agreement covers more than 150,000 acres in the heart of the Eagle Ford Shale natural gas play. Stretching from the Mexico border along the Gulf Coast to near Louisiana, the Eagle Ford Shale production area covers more than 10 million acres in Texas and lies beneath or near our existing natural gas and NGL asset infrastructure in the region.

Enterprise Products Partners Enters into Agreement for $150.0 Million Private Placement of Common Units

On September 4, 2009, we agreed to issue 5,940,594 common units in a private placement to EPCO Holdings, Inc., a privately held affiliate controlled by Dan L. Duncan, for approximately $150.0 million, or $25.25 per unit. In accordance with the terms of the private placement, as approved by the Audit, Conflicts and Governance Committee of EPGP's Board of Directors on September 1, 2009, the per unit purchase price of $25.25 was calculated based on a five percent discount to the five-day volume weighted average price ("5-Day VWAP") of our common units, as reported by the NYSE at the close of business on September 4, 2009. The 5-Day VWAP was based on (i) the closing price for the common units on the NYSE for each of the trading days in such five-day period and (ii) the total trading volume for the common units reported by the NYSE for each such trading day. We used the net proceeds from this private placement to temporarily reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and for other general partnership purposes. The common units were issued on September 8, 2009.

Enterprise Products Partners Announces Expansion of NGL Fractionation Capacity at
Mont Belvieu, Texas Complex

In August 2009, we announced plans to build a new 75 MBPD NGL fractionator at our Mont Belvieu, Texas complex that will provide us with additional capacity to handle growing NGL volumes from producing areas in the Rockies, the Barnett Shale and the emerging Eagle Ford Shale play in South Texas. This expansion, which is supported by long-term contracts, will be based on the design of our 75 MBPD Hobbs fractionator in Gaines County, Texas that began service in August 2007. When completed,

the project will increase our NGL fractionation capacity at Mont Belvieu to approximately 300 MBPD and net system-wide capacity to approximately 600 MBPD. The project is expected to be completed in the first quarter of 2011.

Duncan Energy Partners' Equity Offering

In June 2009, Duncan Energy Partners completed an offering of 8,000,000 of its common units, which generated net proceeds of approximately $122.9 million. In July 2009, the underwriters to this offering exercised their option to purchase an additional 943,400 common units, which generated $14.5 million of additional net proceeds for Duncan Energy Partners. Duncan Energy Partners used the aggregate net proceeds from this offering to repurchase an equal number of its common units that were beneficially owned by EPO. Duncan Energy Partners subsequently cancelled the common units it repurchased from EPO.

Jicarilla Apache Nation and Enterprise Products Partners Announce Long-Term Right-of-Way Agreement

In June 2009, the Jicarilla Apache Nation and an affiliate of ours announced they had signed a 20-year right-of-way agreement that will allow us to continue our natural gas gathering operations on the Nation's reservation lands in Northwest New Mexico. Under the terms of the agreement, we will continue to own and operate existing infrastructure and related assets located on tribal land, including 545 miles of gathering lines connected to our San Juan Gathering system that have current throughput in excess of 30 MMcf/d of natural gas.

EPO Issues $500.0 Million of Senior Notes

In June 2009, EPO issued $500.0 million in principal amount of 4.60% fixed-rate, unsecured senior notes due August 2012 ("Senior Notes P"). Net proceeds from this offering were used (i) to repay the $200.0 Million Term Loan, (ii) to temporarily reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and (iii) for general partnership purposes. For additional information regarding this issuance of debt, see Note 9 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Enterprise Products Partners Exits Texas Offshore Port System Partnership

In August 2008, a wholly owned subsidiary of ours, together with a subsidiary of TEPPCO and Oiltanking Holding Americas, Inc. ("Oiltanking"), formed the Texas Offshore Port System partnership ("TOPS"). Effective April 16, 2009, our wholly owned subsidiary dissociated (exited) from TOPS. As a result, equity earnings for the nine months ended September 30, 2009 reflects a non-cash charge of $34.2 million. This loss represented our cumulative investment in TOPS through the date of dissociation and reflected our capital contributions to TOPS for construction in progress amounts. The subsidiary of TEPPCO also dissociated from TOPS in April 2009. On September 17, 2009, we and TEPPCO entered into a settlement agreement with certain affiliates of Oiltanking that resolved all disputes between the parties related to the business and affairs of the TOPS project. We and TEPPCO each recognized approximately $33.5 million of expense during the third quarter of 2009 in connection with this settlement. See Note 14 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report for litigation matters associated with our dissociation from TOPS.

Service Begins on Shenzi Crude Oil Export Pipeline

In April 2009, we announced that construction of our crude oil pipeline serving the Shenzi field in the Gulf of Mexico had been completed and is now transporting production from the deepwater discovery. The 83-mile pipeline has a transportation capacity of 230 MBPD of crude oil and gives Shenzi producers access to the Cameron Highway Oil Pipeline and Poseidon Oil Pipeline systems, in which we have ownership interests and operate.

Service Begins on Sherman Extension Pipeline

In late February 2009, we and Duncan Energy Partners announced that construction had been completed on the 174-mile Sherman Extension expansion of our Texas Intrastate System, which extends through the heart of the prolific Barnett Shale natural gas play of North Texas. The completion of the Sherman Extension adds
1.1 Bcf/d of incremental natural gas takeaway capacity from the region, while providing producers in the Barnett Shale, and as far away as the Waha area of West Texas, with greater flexibility to reach the most attractive natural gas markets. The Texas Intrastate System is part of our Onshore Natural Gas Pipelines & Services business segment.

Initially, the Sherman Extension was in very limited service due to pipeline integrity issues on the connecting third party take-away pipeline, the Gulf Crossing Pipeline owned by Boardwalk Pipeline Partners, LP ("Boardwalk"). The Gulf Crossing Pipeline began ramping up its operations on August 1, 2009. As a result, the Sherman Extension started billing its demand charges at 95% of contracted volumes, which are 950 MMcf/d. Effective September 1, 2009, the Sherman Extension started billing demand charges at 100% of contracted volumes irrespective of actual transportation volumes. We are currently flowing approximately 700 MMcf/d. The demand charges are approximately $5.0 million a month.

Review of Consolidated Results

We have four reportable business segments: NGL Pipelines & Services, Onshore Natural Gas Pipelines & Services, Offshore Pipelines & Services and Petrochemical Services. Our business segments are generally organized and managed according to the type of services rendered (or technologies employed) and products produced and/or sold. For additional information regarding our business segments, see Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Item 1 of this Quarterly Report.

Selected Price and Volumetric Data

The following table illustrates selected annual and quarterly industry index prices for natural gas, crude oil and selected NGL and petrochemical products for the periods presented:

                                                                              Polymer    Refinery
           Natural                              Normal              Natural    Grade      Grade
             Gas,    Crude   Ethane,  Propane, Butane,  Isobutane, Gasoline, Propylene, Propylene,
. . .