For the three months ended March 31, 2012 and 2011.

The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and accompanying Notes included in this quarterly report on Form 10-Q and the Audited Consolidated Financial Statements and related Notes, together with our discussion and analysis of financial position and results of operations, included in our annual report on Form 10-K for the year ended December 31, 2011, as filed on February 29, 2012 (the "2011 Form 10-K"). Our financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States ("U.S.").

Key References Used in this Quarterly Report

Unless the context requires otherwise, references to "we," "us," "our," "Enterprise" 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, and its consolidated subsidiaries, through which Enterprise Products Partners L.P. conducts its business. Enterprise is managed by its general partner, Enterprise Products Holdings LLC ("Enterprise GP"), which is a wholly owned subsidiary of Dan Duncan LLC, a Delaware limited liability company.

The membership interests of Dan Duncan LLC are owned of record by a voting trust, the current trustees ("DD LLC Trustees") of which are: (i) Randa Duncan Williams, who is also a director of Enterprise GP; (ii) Dr. Ralph S. Cunningham, who is also a director and the Chairman of Enterprise GP; and (iii) Richard H. Bachmann, who is also a director of Enterprise GP. Each of the DD LLC Trustees also currently serves as one of the three managers of Dan Duncan LLC.

References to "EPCO" mean Enterprise Products Company and its privately held affiliates. A majority of the outstanding voting capital stock of EPCO is owned of record by a voting trust, the current trustees ("EPCO Trustees") of which are: (i) Ms. Williams, who also serves as Chairman of EPCO; (ii) Dr. Cunningham, who also serves as a Vice Chairman of EPCO; and (iii) Mr. Bachmann, who also serves as the President and Chief Executive Officer ("CEO") of EPCO. Each of the EPCO Trustees is also a director of EPCO.

On April 28, 2011, we, our general partner, EPD MergerCo LLC ("Duncan MergerCo," a Delaware limited liability company and our wholly owned subsidiary), Duncan Energy Partners L.P. ("Duncan Energy Partners") and DEP Holdings, LLC ("DEP GP," the general partner of Duncan Energy Partners) entered into a definitive merger agreement (the "Duncan Merger Agreement"). On September 7, 2011, the Duncan Merger Agreement was approved by the unitholders of Duncan Energy Partners and the merger of Duncan MergerCo with and into Duncan Energy Partners and related transactions were completed, with Duncan Energy Partners surviving such merger as our wholly owned subsidiary (collectively, we refer to these transactions as the "Duncan Merger"). Since we historically consolidated Duncan Energy Partners for financial reporting purposes, the Duncan Merger did not change the basis of presentation of our historical financial statements. For additional information regarding the Duncan Merger, see Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.

References to "TEPPCO" mean TEPPCO Partners, L.P. prior to its merger with one of our subsidiaries on October 26, 2009.

References to "Energy Transfer Equity" mean the business and operations of Energy Transfer Equity, L.P. and its consolidated subsidiaries.

As generally used in the energy industry and in this quarterly report, the acronyms below have the following meanings:

/d = per day MMBbls = million barrels BBtus = billion British thermal units MMBPD = million barrels per day

  Bcf     = billion cubic feet            MMBtus   = million British thermal units
  BPD     = barrels per day               MMcf     = million cubic feet
  MBPD    = thousand barrels per day      TBtus    = trillion British thermal units

Cautionary Statement Regarding Forward-Looking Information

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," "would," "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 our 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. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions as described in more detail under Part I, Item 1A "Risk Factors" included in our 2011 Form 10-K. 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.

Overview of Business

We are 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." We were formed in April 1998 to own and operate certain natural gas liquids ("NGLs") related businesses of EPCO and are now a leading North American provider of midstream energy services to producers and consumers of natural gas, 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 U.S., Canada and the Gulf of Mexico with domestic consumers and international markets. Our assets include approximately 50,600 miles of onshore and offshore pipelines; 190 MMBbls of storage capacity for NGLs, crude oil, refined products and certain petrochemicals; and 14 Bcf of working natural gas storage capacity.

Our midstream energy operations include: natural gas gathering, treating, processing, transportation 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 U.S. inland and Intracoastal Waterway systems and in the Gulf of Mexico. 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. For information regarding our business segments, see Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.

We conduct substantially all of our business through EPO and are owned 100% by our limited partners from an economic perspective. Enterprise GP owns a non-economic general partner interest in us.

Significant Recent Developments

The following information highlights significant developments since January 1, 2012 through the date of this filing (May 10, 2012), including (i) information relevant to an understanding of our financial condition, changes in financial condition or results of operation; and (ii) certain unusual or infrequent events or transactions and known trends or uncertainties that have had or that we reasonably expect may have a material impact on our revenues or income from continuing operations.

In April 2012, we, along with Anadarko Petroleum Corporation and DCP Midstream, LLC formed a new joint venture, Front Range Pipeline LLC, to design and construct a new NGL pipeline that will originate in the Denver-Julesburg Basin (the "DJ Basin") in Weld County, Colorado and extend approximately 435 miles to Skellytown in Carson County, Texas. Each party holds a one-third ownership interest in the joint venture. The Front Range Pipeline, with connections to our Mid-America Pipeline System and the Texas Express Pipeline, is expected to provide producers in the DJ Basin with access to the Gulf Coast, the largest NGL market in the U.S. Depending on shipper interest in a binding open commitment period that commenced in April 2012, initial capacity on the Front Range Pipeline is expected to be approximately 150 MBPD, which can be readily expanded to approximately 230 MBPD. We will construct and operate the pipeline, which is expected to begin service in the fourth quarter of 2013.

We and Enbridge Inc. ("Enbridge") are nearing completion of the first phase of the reversal of the Seaway Crude Pipeline System (the "Seaway Pipeline"), which will provide 150 MBPD of southbound takeaway capacity from the Cushing, Oklahoma hub to the Gulf Coast as early as May 17, 2012. Following pump station additions and modifications, which are expected to be completed by the first quarter of 2013, throughput capacity on the Seaway Pipeline would increase to 400 MBPD, assuming a mix of light and heavy grades of crude oil.

In March 2012, we and Enbridge announced that we had secured capacity commitments from shippers to proceed with an expansion of the Seaway Pipeline. During the supplemental binding open commitment period, additional commitments were made with terms ranging from five to 20 years that support construction of a 512-mile, 30-inch diameter parallel pipeline along the existing route of the Seaway Pipeline, which would add 450 MBPD of throughput capacity to the system and bring total southbound throughput capacity up to 850 MBPD by mid-2014.

The reversed Seaway Pipeline will deliver crude oil from Cushing into the Houston, Texas market by utilizing affiliate and third party pipelines. Seaway plans to build a 65-mile pipeline that will link its pipeline to our Enterprise Crude Houston ("ECHO") crude oil storage terminal, which is being constructed southeast of Houston. Completion of this pipeline segment is expected in 2013. In addition, Seaway plans to build an 85-mile pipeline from our ECHO facility to the Port Arthur/Beaumont, Texas refining center that would provide shippers access to the region's heavy oil refining capabilities. Completion of this pipeline segment is expected in early 2014.

In March 2012, we announced plans to construct two additional NGL fractionators at our Mont Belvieu, Texas complex that would provide us with 150 MBPD of incremental NGL fractionation capacity. The two new fractionation units (each with 75 MBPD of design capacity) are projected to begin service in the fourth quarter of 2013 and would facilitate the continued growth of NGL production from expanding production basins such as the Eagle Ford Shale in South Texas and various Rocky Mountain production basins. Once these two new units are constructed and placed in service, the NGL fractionation capacity of our Mont Belvieu units (eight fractionators in total) would be 610 MBPD in the aggregate.

Development of Our ATEX Express Long-Haul Ethane Pipeline

In January 2012, we announced the receipt of sufficient transportation commitments to support development of our 1,230-mile Appalachia to Texas pipeline (the "ATEX Express") that will transport growing ethane production from the Marcellus and Utica Shale producing areas of Pennsylvania, West Virginia and Ohio to the U.S. Gulf Coast. Demand for ethane feedstock over more expensive crude oil-based derivatives within the Gulf Coast petrochemical market has reached over 1 MMBPD and continues to increase given current pricing differentials. Several petrochemical companies have made announcements to modify, expand or build new facilities that would use ethane as a feedstock. As currently designed, the ATEX Express will have the capacity to transport up to 190 MBPD of ethane from the Appalachian production areas to our storage and distribution assets in southeast Texas.

The project would utilize a combination of new and existing infrastructure. The northern portion of the ATEX Express involves construction of a pipeline that would originate in Pennsylvania and extend west, then southwest, to Indiana following existing pipeline corridors in order to minimize the footprint of the project. The southern portion of ATEX Express would utilize a significant portion of our existing Products Pipeline System, which would be reversed to accommodate southbound delivery of ethane to the U.S. Gulf Coast. At the southern terminus of the ATEX Express in Beaumont, we plan to construct a 55-mile pipeline to provide shippers with access to our NGL storage complex at Mont Belvieu, which would provide them with direct and indirect access to every ethylene plant in the U.S. We expect that the ATEX Express will begin commercial operations in the first quarter of 2014.

Plans to Construct a Crude Oil Pipeline in the Gulf of Mexico with Genesis

In January 2012, we announced the execution of crude oil transportation agreements with a consortium of six Gulf of Mexico producers that will provide the necessary support for construction of a crude oil gathering pipeline serving the Lucius oil and gas field located in the southern Keathley Canyon area of the deepwater central Gulf of Mexico. The pipeline will be constructed and owned by Southeast Keathley Canyon Pipeline Company, L.L.C. ("SEKCO"), which is a 50/50 joint venture owned by us and Genesis Energy, L.P. ("Genesis"). We will serve as construction manager and operator of the new deepwater pipeline (the "SEKCO Oil Pipeline"). The SEKCO Oil Pipeline is expected to begin service by mid-2014.

Sales of Energy Transfer Equity Common Units

At December 31, 2011, we owned 29,303,514 common units of Energy Transfer Equity. On January 18, 2012, we sold 22,762,636 of these common units in a private transaction, which generated cash proceeds of approximately $825.1 million and a gain on the sale of $27.5 million. Following the January 18 transaction, we sold an additional 3,569,232 Energy Transfer Equity common units through March 31, which generated cash proceeds of approximately $150.8 million and aggregate gains on these sales of $25.8 million. Proceeds from these sales were used for general company purposes, including funding capital expenditures.

Following completion of the January 18 transaction, our ownership percentage in Energy Transfer Equity was below 3% and we discontinued using the equity method to account for this investment and began accounting for the remaining units as an investment in available-for-sale equity securities. At March 31, 2012, we owned 2,971,646 common units of Energy Transfer Equity, which represented approximately 1.3% of its common units outstanding on April 3, 2012. We sold the remainder of our investment in Energy Transfer Equity in April 2012. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements under Part I, Item 1 of this quarterly report for information regarding our investment in Energy Transfer Equity and related sales.

Results of Operations

The following table summarizes the key components of our results of operations
for the periods presented (dollars in millions):

                                                        For the Three Months
                                                           Ended March 31,
                                                         2012           2011
Revenues                                              $ 11,252.5     $ 10,183.7
Operating costs and expenses                            10,467.2        9,537.1
General and administrative costs                            46.3           37.9
Equity in income of unconsolidated affiliates                9.9           16.2
Operating income                                           748.9          624.9
Interest expense                                           186.5          183.8
Benefit from (provision for) income taxes                   34.4           (7.1 )
Net income                                                 655.5          434.5
Net income attributable to noncontrolling interests          4.2           13.8
Net income attributable to limited partners                651.3          420.7

We evaluate segment performance based on the non-GAAP financial measure of gross operating margin. Gross operating margin (either in total or by individual segment) is an important performance measure of the core profitability of our operations. This measure forms the basis of our internal financial reporting and is used by our management in deciding how to allocate capital resources among business segments. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. The GAAP financial measure most directly comparable to total segment gross operating margin is operating income. Our non-GAAP financial measure of total segment gross operating margin should not be considered an alternative to GAAP operating income.

Our non-GAAP gross operating margin by business segment and in total is as follows for the periods presented (dollars in millions):

                                                                For the Three Months
                                                                   Ended March 31,
                                                                 2012          2011
NGL Pipelines & Services                                       $   654.9     $   504.4
Onshore Natural Gas Pipelines & Services                           206.2         159.2
Onshore Crude Oil Pipelines & Services                              39.3          31.8
Offshore Pipelines & Services                                       52.1          61.3
Petrochemical & Refined Products Services                           97.8         112.4
Other Investments (1)                                                2.4           6.3
Total segment gross operating margin                           $ 1,052.7     $   875.4

(1) Represents the equity earnings we recorded from our investment in Energy Transfer Equity. Our reporting for this segment ceased on January 18, 2012 when we stopped using the equity method to account for this investment. See Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report for additional information regarding our investment in Energy Transfer Equity.

The following table presents a reconciliation of total segment gross operating margin to GAAP operating income and further to income before income taxes for the periods indicated (dollars in millions):

                                                                  For the Three Months
                                                                    Ended March 31,
                                                                   2012           2011
Total segment gross operating margin                           $    1,052.7     $   875.4
Adjustments to reconcile total segment gross operating
margin to operating income:
Depreciation, amortization and accretion in operating costs
and expenses                                                         (254.6 )      (230.8 )
Non-cash asset impairment charges                                      (5.4 )          --
Operating lease expenses paid by EPCO                                    --          (0.2 )
Gains from asset sales and related transactions in operating
costs and expenses                                                      2.5          18.4
General and administrative costs                                      (46.3 )       (37.9 )
Operating income                                                      748.9         624.9
Other expense, net                                                   (127.8 )      (183.3 )
Income before income taxes                                     $      621.1     $   441.6

The following table summarizes each business segment's contribution to revenues (net of eliminations and adjustments) for the periods presented (dollars in millions):

                                                 For the Three Months
                                                    Ended March 31,
                                                  2012           2011
NGL Pipelines & Services:
Sales of NGLs and related products             $  4,115.3     $  4,057.7
Midstream services                                  239.2          199.1
Total                                             4,354.5        4,256.8
Onshore Natural Gas Pipelines & Services:
Sales of natural gas                                572.6          712.7
Midstream services                                  261.0          203.9
Total                                               833.6          916.6
Onshore Crude Oil Pipelines & Services:
Sales of crude oil                                4,447.6        3,348.2
Midstream services                                   26.0           22.4
Total                                             4,473.6        3,370.6
Offshore Pipelines & Services:
Sales of natural gas                                  0.1            0.3
Sales of crude oil                                    1.4            3.3
Midstream services                                   54.6           60.8
Total                                                56.1           64.4
Petrochemical & Refined Products Services:
Sales of petrochemicals and refined products      1,351.2        1,382.8
Midstream services                                  183.5          192.5
Total                                             1,534.7        1,575.3
Total consolidated revenues                    $ 11,252.5     $ 10,183.7

Selected Price and Volumetric Data

The following table presents 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,                 Ethane,              Propane,                  Butane,                 Isobutane,              Gasoline,               Propylene,              Propylene,         Crude Oil,
                  $/MMBtu              $/gallon              $/gallon                 $/gallon                  $/gallon               $/gallon                 $/pound                  $/pound           $/barrel
                    (1)                   (2)                   (2)                      (2)                      (2)                     (2)                     (3)                      (3)               (4)
   2011
   1st
 Quarter       $        4.11         $        0.66         $        1.37         $              1.75         $         1.85         $          2.27         $           0.76         $          0.68     $      94.10
   2nd
 Quarter       $        4.32         $        0.78         $        1.49         $              1.87         $         2.02         $          2.48         $           0.89         $          0.79     $     102.56
   3rd
 Quarter       $        4.20         $        0.78         $        1.54         $              1.88         $         2.09         $          2.37         $           0.78         $          0.67     $      89.76
   4th
 Quarter       $        3.54         $        0.86         $        1.44         $              1.89         $         2.26         $          2.24         $           0.59         $          0.44     $      94.06
   2011
 Averages      $        4.04         $        0.77         $        1.46         $              1.85         $         2.06         $          2.34         $           0.76         $          0.64     $      95.12

   2012
   1st
 Quarter       $        2.72         $        0.56         $        1.26         $              1.93         $         2.04         $          2.39         $           0.69         $          0.60     $     102.93

(1) Natural gas prices are based on Henry-Hub I-FERC commercial index prices.
(2) NGL prices for ethane, propane, normal butane, isobutane and natural gasoline are based on Mont Belvieu Non-TET commercial index prices as reported by Oil Price Information Service.
(3) Polymer-grade propylene prices represent average contract pricing for such product as reported by Chemical Market Associates, Inc. ("CMAI"). Refinery grade propylene prices represent weighted-average spot prices for such product as reported by CMAI.
(4) Crude oil prices are based on commercial index prices for West Texas Intermediate as measured on the New York Mercantile Exchange ("NYMEX").

The following table presents our significant average throughput, production and processing volumetric data for the periods presented. These statistics are reported on a net basis, taking into account our ownership interests in certain joint ventures, and reflect the periods in which we owned an interest in such operations. These statistics reflect volumes for newly constructed assets from the dates such assets were placed into service and for recently purchased assets . . .