For the three and nine months ended September 30, 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 Texas 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, a Texas corporation, 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.

In April 2011, we, our general partner, EPD MergerCo LLC ("Duncan MergerCo," 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"). In September 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 in October 2009.

References to "Energy Transfer Equity" mean the business and operations of Energy Transfer Equity, L.P. and its consolidated subsidiaries. We sold our remaining limited partner interests in Energy Transfer Equity in April 2012.

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 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 50,700 miles of onshore and offshore pipelines; 190 MMBbls of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 Bcf of working natural gas storage capacity.

Our integrated midstream energy operations include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals; crude oil and refined products transportation, storage, and terminals; 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 five reportable business segments: (i) NGL Pipelines & Services; (ii) Onshore Natural Gas Pipelines & Services; (iii) Onshore Crude Oil Pipelines & Services; (iv) Offshore Pipelines & Services; and (v) Petrochemical & Refined Products Services. All activities included in our former sixth reportable business segment, Other Investments, ceased on January 18, 2012, which was the date we discontinued using the equity method to account for our previously held investment in Energy Transfer Equity (see "Liquidity and Capital Resources - Liquidation of Investment in Energy Transfer Equity" within this Item 2).

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 manages our partnership and owns a non-economic general partner interest in us.

Significant Recent Developments

The following information highlights significant commercial and operational developments since January 1, 2012 through the date of this filing (November 9, 2012). For information regarding recent offerings of our equity and debt securities, see "Liquidity and Capital Resources" within this Item 2. Enterprise Begins Service at ECHO Crude Oil Terminal In November 2012, the initial phase of our Enterprise Crude Houston (or "ECHO") storage terminal located in Harris County, Texas was completed and started receiving deliveries of crude oil. The first three tanks placed in service total 750 MBPD of storage capacity. The next phase of the ECHO terminal expansion includes the addition of up to 900 MBPD of storage capacity, which could be in service as early as the first quarter of 2014. When completed, we estimate that the ECHO terminal could have up to 6.0 MMBbls of crude oil storage capacity.
Formation of Eagle Ford Crude Oil Pipeline Joint Venture with Plains In August 2012, we announced the formation of a 50/50 joint venture, Eagle Ford Pipeline LLC, with Plains All American Pipeline, L.P. ("Plains") to provide crude oil pipeline services to producers in South Texas. The arrangement provides for Enterprise and Plains to consolidate certain segments of previously announced pipeline projects servicing the Eagle Ford Shale supply basin. The joint venture pipeline system is supported by long-term commitments from producers totaling up to 210 MBPD of crude oil. This joint venture is expected to provide shippers with increased market flexibility and enable Enterprise and Plains to optimize their respective capital investments in the area. The joint venture will include a 140-mile crude oil and condensate line extending from Gardendale, Texas in LaSalle County to Three Rivers, Texas in Live Oak County and continuing on to Corpus Christi, Texas, and a newly constructed 35-mile pipeline segment from Three Rivers to our Lyssy, Texas station in Wilson County. The system, which is currently under construction, is expected to have a capacity of 350 MBPD and will include a marine terminal facility at Corpus Christi and 1.8 MMBbls of operational storage capacity across the system. Segments of the new pipeline system are expected to be placed into service in the second quarter of 2013, with the balance of the system expected to be placed into service in the first quarter of 2014. Plains will serve as operator of the joint venture's pipeline system.

At Lyssy, the joint venture pipeline will interconnect with the Eagle Ford expansion of our South Texas Crude Oil Pipeline System, which commenced operations in June 2012 (see below). Our South Texas Crude Oil Pipeline System is not part of the new joint venture's pipeline system.

Plans to Build World-Scale Propane Dehydrogenation Unit

In June 2012, we announced plans to build one of the world's largest propane dehydrogenation ("PDH") units, with capacity to produce up to 1.65 billion pounds per year, which equates to approximately 750,000 metric tons per year or 25 MBPD, of polymer grade propylene. The PDH facility is expected to consume up to 35 MBPD of propane as feedstock and be located in southeast Texas along the Gulf Coast. The facility, which is supported by long-term, fee-based contracts, is expected to begin commercial operations during the third quarter of 2015 and integrate operationally with our other NGL and propylene facilities.

Eagle Ford Expansion of Our South Texas Crude Oil Pipeline System Commences Operations

In June 2012, we announced that the Eagle Ford expansion of our South Texas Crude Oil Pipeline System commenced operations. This pipeline expansion, which has a crude oil transportation capacity of 350 MBPD, allows us to serve growing production areas in the Eagle Ford Shale supply basin. The new pipeline originates at Lyssy, Texas and extends 147 miles to Sealy, Texas and includes
2.4 MMBbls of crude oil storage, including 0.6 MMBbls at Lyssy, 0.2 MMBbls at Milton, Texas, 0.4 MMBbls at Marshall, Texas and 1.2 MMBbls at Sealy. Crude oil supplies arriving at Sealy on the new pipeline are being delivered to Houston area refiners through affiliate and third party owned pipelines. In addition, shippers will have access to our new ECHO crude oil storage terminal.

Seaway Pipeline Makes First Delivery of Crude Oil to Texas Gulf Coast

In June 2012, we and Enbridge Inc. ("Enbridge") announced that the Seaway Pipeline made its first delivery of crude oil to the Texas Gulf Coast. The arrival marks the first southbound delivery of crude oil by pipeline from the oversupplied Cushing hub, and gives producers access to all of the major refineries in the Greater Houston area and Texas City. Additional pump station additions and modifications, which are expected to be completed by the first quarter of 2013, will increase throughput capacity on the Seaway Pipeline.

In March 2012, we secured capacity commitments from shippers to proceed with an additional expansion of the Seaway Pipeline. This expansion project entails the construction of a 512-mile, 30-inch diameter parallel pipeline mostly along the existing route of the Seaway Pipeline. It is anticipated that the new pipeline would commence operations during the first quarter of 2014. Once this expansion is completed, the total anticipated capacity of the Seaway Pipeline system would be approximately 850 MBPD.

The Seaway Pipeline delivers crude oil from Cushing into the Houston, Texas market utilizing affiliate and third party pipelines. Seaway Crude Oil Pipeline Company ("Seaway") is constructing a 65-mile pipeline that will link its pipeline system to our ECHO crude oil storage terminal. Completion of this pipeline segment is expected in 2013. In addition, Seaway plans to build an 85-mile pipeline from our ECHO terminal 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.

Yoakum Natural Gas Processing Plant Begins Operations in Eagle Ford Shale

In May 2012, we announced that the first phase (or "train") of our new cryogenic natural gas processing plant at Yoakum, Texas commenced operations. The second train commenced operations in late August 2012. In the aggregate, these two processing trains are processing up to a combined 700 MMcf/d of natural gas and extracting 90 MBPD of NGLs. The third and final train at the Yoakum facility, which is similar in size to the first two trains, is expected to be completed during the first quarter of 2013.

In April 2012, we completed a 65-mile residue natural gas pipeline linking the Yoakum plant to our Wilson natural gas storage facility. Additionally, we completed construction of 169 miles of pipelines that will transport mixed NGLs from the Yoakum plant to our NGL fractionation and storage complex at Mont Belvieu, Texas.

Plans to Construct Front Range Pipeline

In April 2012, we, along with WGR Asset Holding Company LLC, an affiliate of Anadarko Petroleum Corporation, and DCP Midstream Front Range LLC formed a new joint venture, Front Range, 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 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, will provide producers in the DJ Basin with access to the Gulf Coast, the largest NGL market in the U.S. Initial capacity on the Front Range

Pipeline will be 150 MBPD, which can be readily expanded to 230 MBPD. We will construct and operate the pipeline, which is expected to begin service in the fourth quarter of 2013.

Expansion of NGL Fractionation Capacity at Mont Belvieu

In March 2012, we announced plans to construct two additional NGL fractionators at our Mont Belvieu, Texas complex (NGL fractionators seven and eight) that are expected to provide us with 170 MBPD of incremental NGL fractionation capacity.
The two new fractionation units (each with 85 MBPD of expected capacity) are forecast to commence operations during the fourth quarter of 2013 and support the continued growth of NGL production from resource basins such as the Eagle Ford Shale in Texas and various production areas in the Rocky Mountains.

In early November 2012, construction of our sixth NGL fractionator at Mont Belvieu was completed and it commenced operations. This plant is supported by long-term customer commitments and has an expected capacity of 85 MBPD.
Completion of this plant increased the total NGL fractionation capacity at our Mont Belvieu complex to 485 MBPD. Once NGL fractionators seven and eight are constructed and placed in service, our total gross NGL fractionation capacity at Mont Belvieu (then eight units in total) would approximate 650 MBPD. At that time, our system-wide fractionation capacity is expected to exceed 1.0 MMBPD.

Development of Our ATEX Express Long-Haul Ethane Pipeline

In January 2012, we secured sufficient transportation commitments to support development of our 1,230-mile Appalachia-to-Texas pipeline (the "ATEX Express"), which will transport growing ethane production from the Marcellus and Utica Shale producing areas 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. 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 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 environmental 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 second quarter of 2014.

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

In January 2012, we executed transportation agreements with six Gulf of Mexico producers that will support 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"), a 50/50 joint venture owned by us and Genesis Energy, L.P. We will serve as construction manager and operator of the new deepwater crude oil pipeline (the "SEKCO Oil Pipeline"), which is expected to have a capacity of 115 MBPD. The SEKCO Oil Pipeline is expected to begin service by mid-2014.

Results of Operations

Summarized Consolidated Income Statement Data (Unaudited)

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

                                             For the Three Months           For the Nine Months
                                              Ended September 30,           Ended September 30,
                                              2012           2011           2012           2011
Revenues                                   $ 10,468.7     $ 11,327.1     $ 31,511.0     $ 32,727.3
Costs and expenses:
Operating costs and expenses:
Cost of sales                                 8,794.0        9,787.6       26,655.0       28,397.2
Other operating costs and expenses              556.1          575.3        1,672.9        1,595.6
Depreciation, amortization and accretion        269.2          238.3          785.1          702.4
Losses (gains) related to asset sales            (0.3 )         17.6           (4.1 )         (0.6 )
Gains from sale of ownership interests
in equity-method
  unconsolidated affiliate - Energy
Transfer Equity                                    --          (19.4 )           --          (24.8 )
Gains related to property damage
insurance recoveries                             (2.3 )           --          (30.0 )           --
Non-cash asset impairment charges                43.1            5.2           57.6            5.2
Total operating costs and expenses            9,659.8       10,604.6       29,136.5       30,675.0
General and administrative costs                 41.4           50.0          130.2          138.3
Total costs and expenses                      9,701.2       10,654.6       29,266.7       30,813.3
Equity in income of unconsolidated
affiliates                                       21.0            8.6           42.2           35.9
Operating income                                788.5          681.1        2,286.5        1,949.9
Interest expense                               (199.7 )       (189.0 )       (572.8 )       (561.1 )
Other, net                                        1.5           (1.0 )         73.4           (0.2 )
Benefit from (provision for) income
taxes                                            (2.4 )        (11.6 )         23.5          (26.1 )
Net income                                      587.9          479.5        1,810.6        1,362.5
Net income attributable to
noncontrolling interests                         (1.1 )         (8.1 )         (6.2 )        (36.7 )
Net income attributable to limited
partners                                   $    586.8     $    471.4     $  1,804.4     $  1,325.8