Obligation Energy Transfer 5.15% ( US29273RAT68 ) en USD

Energy Transfer

88 % ▲

Etas-Unis

US29273RAT68 ( en USD )

5.15% par an ( paiement semestriel )

01/02/2043

Prospectus brochure de l'obligation Energy Transfer US29273RAT68 en USD 5.15%, échéance 01/02/2043

1 000 USD

450 000 000 USD

29273RAT6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/08/2024 ( Dans 74 jours )

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAT68, paye un coupon de 5.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2043

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAT68, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Energy Transfer ( Etas-Unis ) , en USD, avec le code ISIN US29273RAT68, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B5 1 d465108d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-171697
CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum Aggregate
Amount of
of Securities to be Offered

Offering Price
Registration Fee(1)
3.60% Senior Notes due 2023

$800,000,000
$109,120
5.15% Senior Notes due 2043

$450,000,000
$61,380
Total
$1,250,000,000
$170,500

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(to Prospectus dated January 13, 2011)
$1,250,000,000

3.60% Senior Notes due 2023
5.15% Senior Notes due 2043

We are offering $800,000,000 aggregate principal amount of our 3.60% Senior Notes due 2023, or 2023 notes, and $450,000,000
aggregate principal amount of our 5.15% Senior Notes due 2043, or 2043 notes. We refer to the 2023 notes and 2043 notes,
collectively, as the notes.
Interest on the notes will accrue from January 22, 2013 and will be payable semiannually on February 1 and August 1 of each year,
beginning on August 1, 2013. The 2023 notes will mature on February 1, 2023 and the 2043 notes will mature on February 1, 2043.
We may redeem some or all of the notes of each series at our option at any time and from time to time prior to their maturity at the
applicable redemption prices set forth in this prospectus supplement, plus accrued and unpaid interest. Please read the section
entitled "Description of Notes--Optional Redemption."
The notes are our unsecured senior obligations. If we default, your right to payment under the notes will rank equally with the right to
payment of the holders of our other current and future unsecured senior debt, including our existing senior notes and the existing senior
notes and debentures of Sunoco, Inc., of which we are a co-obligor, and senior in right of payment to all of our future subordinated
debt. The notes will not initially be guaranteed by our subsidiaries.
The notes are new issues of securities with no established trading markets. We do not intend to apply for the listing of the notes on any
securities exchange or for the quotation of the notes on any automated dealer quotation system.

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.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-12 of
this prospectus supplement and page 4 of the accompanying prospectus and the other risks
identified in the documents incorporated by reference herein for information regarding
risks you should consider before investing in the notes.

Per
Total
Per
Total

2023 Note
2023 Notes 2043 Note 2043 Notes
Price to Public1
99.899%
$799,192,000 99.333% $446,998,500
Underwriting Discount
0.650%

$5,200,000

0.875%

$3,937,500

Proceeds to Energy Transfer Partners, L.P. (Before Expenses)1
99.249%
$793,992,000 98.458% $443,061,000

1 Plus accrued interest from January 22, 2013, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through The Depository Trust Company on or about January 22,
2013.

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Joint Book-Running Managers

BofA Merrill Lynch

SunTrust Robinson Humphrey
Wells Fargo Securities
Credit Suisse

Goldman, Sachs & Co.
RBC Capital Markets
US Bancorp
Co-Managers
DNB Markets

Mitsubishi UFJ Securities

PNC Capital Markets LLC
UBS Investment Bank
The date of this prospectus supplement is January 14, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-1

Prospectus Supplement Summary
S-2

Ratio of Earnings to Fixed Charges
S-11
Risk Factors
S-12
Use of Proceeds
S-14
Capitalization
S-15
Description of Other Indebtedness
S-17
Description of Notes
S-25
Certain United States Federal Income Tax Considerations
S-41
Underwriting
S-46
Legal Matters
S-48
Experts
S-48
Where You Can Find More Information
S-48
Prospectus

About This Prospectus
1

Energy Transfer Partners, L.P.
1

Cautionary Statement Concerning Forward-Looking Statements
2

Risk Factors
4

Use of Proceeds
32
Ratio of Earnings to Fixed Charges
33
Description of Units
34
Cash Distribution Policy
42
Description of the Debt Securities
47
Material Income Tax Considerations
54
Investments In Us By Employee Benefit Plans
69
Legal Matters
71
Experts
71
Where You Can Find More Information
71

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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents that offer varying levels of detail:

· the accompanying prospectus, which provides general information, some of which may not apply to the notes; and

· this prospectus supplement, which provides a summary of the specific terms of the notes.
Generally, when we refer to this "prospectus," we are referring to both documents combined. If the description of this offering
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 in this prospectus supplement, the accompanying prospectus, any free writing
prospectus prepared by us or on our behalf and the documents we have incorporated by reference. We have not, and the underwriters
have not, authorized anyone else to give you different information. We are not, and the underwriters are not, offering the notes in any
jurisdiction where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this
prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the front of those respective
documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
None of Energy Transfer Partners, L.P., the underwriters or any of their respective representatives is making any representation
to you regarding the legality of an investment in the notes by you under applicable laws. You should consult with your own advisors
as to the legal, tax, business, financial and related aspects of an investment in the notes.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information included or incorporated by reference in this prospectus supplement. It does not
contain all of the information that you should consider before making an investment decision. You should read carefully the
entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and the other
documents to which we refer herein for a more complete understanding of this offering.
Unless the context otherwise requires, references to (1) "Energy Transfer," "ETP," "we," "us," "our" and similar
terms, as well as references to the "Partnership," are to Energy Transfer Partners, L.P. and all of its subsidiaries, and
(2) "ETE" are to Energy Transfer Equity, L.P., the owner of our general partner. With respect to the cover page and in the
sections entitled "Prospectus Supplement Summary--The Offering," "Description of Notes" and "Underwriting," "we,"
"our" and "us" refer only to Energy Transfer Partners, L.P. and not to any of its subsidiaries.
Energy Transfer Partners, L.P.
Overview
We are a publicly traded limited partnership that owns and operates, through our subsidiaries and joint ventures, a
diversified portfolio of energy assets, including interstate and intrastate natural gas, natural gas liquids, refined products and
crude oil pipelines; natural gas storage, treating and conditioning facilities; natural gas processing plants and retail gasoline
stations. We operate our business in six primary segments:

· intrastate transportation and storage;

· interstate transportation;

· midstream;

· natural gas liquids, or NGL, transportation and services;

· investment in Sunoco Logistics Partners L.P., or Sunoco Logistics; and

· retail marketing and wholesale distribution.
Our other operations include natural gas distribution and our ownership of interests in certain businesses engaged in
compression services, retail propane distribution and refining. In October 2012, we completed our merger with Sunoco, Inc., or
Sunoco, and certain related transactions, which resulted in (i) us acquiring the general partner interests, all of the incentive
distribution rights and a 32.4% limited partner interest in Sunoco Logistics, (ii) us owning a 40% economic interest in ETP
Holdco Corporation, or ETP Holdco, and controlling 60% of the voting interest in ETP Holdco and (iii) ETP Holdco owning
100% of Southern Union Company, or Southern Union, and Sunoco. Please read "--Recent Developments--Sunoco Merger and
Related Transactions."
Our Business
Natural Gas and NGL Operations
Intrastate Transportation and Storage
We own and operate approximately 7,800 miles of intrastate natural gas transportation pipelines, which is the largest
intrastate pipeline system in the United States, and three natural gas storage facilities in Texas. Our intrastate pipeline system has
an aggregate throughput capacity of approximately 14.1 billion cubic feet per day, or Bcf/d, of natural gas and interconnects to
many major consumption areas in the United States. For the year ended December 31, 2011, we transported an average of 11.3
Bcf/d of natural gas through our intrastate natural gas pipeline system.

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We also provide natural gas storage services for third parties for which we charge storage fees as well as injection and
withdrawal fees from the use of our three natural gas storage facilities. Our storage facilities have an aggregate working gas
throughput capacity of approximately 74 billion cubic feet. In addition to our natural gas storage services, we utilize our Bammel
gas storage facility to engage in natural gas storage transactions in which we seek to find and profit from pricing differences that
occur over time. These transactions typically involve a purchase of physical natural gas that is injected into our storage facilities
and a related sale of natural gas pursuant to financial futures contracts at a price sufficient to cover our natural gas purchase price
and related carrying costs and provide for a gross profit margin.
Interstate Transportation
Our interstate transportation segment includes the following interstate pipeline systems:

· Transwestern Pipeline. The Transwestern pipeline is a 2,690-mile open-access natural gas interstate pipeline
extending from the gas producing regions of west Texas, eastern and northwest New Mexico, and southern Colorado
primarily to pipeline interconnects off the east end of the system and to pipeline interconnects off the west end of the

system at the California border. The Transwestern pipeline has a throughput capacity of 2.1 Bcf/d of natural gas and
access to three significant gas basins: the Permian Basin in west Texas and eastern New Mexico, the San Juan Basin in
northwest New Mexico and southern Colorado, and the Anadarko Basin in the Texas and Oklahoma panhandle.

· Tiger Pipeline. The Tiger pipeline is a 195-mile, 42-inch interstate natural gas pipeline that connects to our dual
42-inch pipeline system near Carthage, Texas, and extends through the heart of the Haynesville Shale ending near Delhi,

Louisiana. The Tiger pipeline has interconnects to at least seven interstate pipelines at various points in Louisiana. The
Tiger pipeline was placed in service in December 2010 with an initial capacity of 2.0 Bcf/d, and expanded in August
2011, bringing its total capacity to 2.4 Bcf/d.

· Panhandle Eastern Pipe Line, Trunkline and Sea Robin Transmission Systems. The transmission systems of our
subsidiaries, Panhandle Eastern Pipe Line Company, LP, Trunkline Gas Company, LLC and Sea Robin Pipeline Company,
LLC, comprise a large natural gas open-access interstate pipeline network that serves the midwest, Gulf Coast and

midcontinent regions of the United States. This pipeline network consists of six large diameter pipelines extending
approximately 2,700 miles; two offshore Louisiana natural gas supply systems extending approximately 81 miles into the
Gulf of Mexico; five natural gas storage fields in Illinois, Kansas, Louisiana, Michigan and Oklahoma; and one LNG
terminal in Lake Charles, Louisiana.
In addition to the above interstate pipeline systems, we have an interest in the following regulated interstate pipeline systems
through our interest in various unconsolidated joint ventures:

· Florida Gas Transmission Company. We and Kinder Morgan, Inc. each own a 50% interest in Citrus Corp., or Citrus,
an entity that owns Florida Gas Transmission Company LLC, or FGT. FGT owns and operates an open-access interstate
pipeline system with a mainline capacity of 3.1 Bcf/d and approximately 5,300 miles of pipelines extending from south
Texas through the Gulf Coast region of the United States to south Florida. The pipeline system has access to numerous

offshore and onshore natural gas producing basins via pipeline interconnects with over 66 interstate and intrastate natural
gas pipelines. FGT is the principal transporter of natural gas to the Florida energy market, delivering over 63% of the
natural gas consumed in the state for the year ended December 31, 2011. In addition, as of December 31, 2011, FGT's
pipeline system had over 290 delivery points in total, with over 250 delivery points in Florida.

· Fayetteville Express Pipeline. We and Kinder Morgan Energy Partners, L.P. each own a 50% interest in Fayetteville

Express Pipeline, LLC, or FEP, a joint venture that owns the 185-mile

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Fayetteville Express pipeline that originates near Conway County, Arkansas, continues eastward through White County,

Arkansas and terminates at an interconnect with Trunkline Gas Company in Panola County, Mississippi. The Fayetteville
Express pipeline has a throughput capacity of 2.0 Bcf/d.
Midstream
We own and operate approximately 12,200 miles of natural gas gathering pipelines, nine natural gas processing plants, 20
natural gas treating facilities and three natural gas conditioning facilities. Our midstream segment focuses on the gathering,
compression, treating, blending, processing and marketing of natural gas, and our operations are currently concentrated in major
producing basins, including the Barnett Shale and Woodford Shale in north Texas, the Bossier Sands in east Texas, the Austin
Chalk trend and Eagle Ford Shale in south Texas, the Permian Basin in west Texas and New Mexico and the Haynesville Shale in
north Louisiana. Many of our midstream assets are integrated with our intrastate transportation and storage assets.
In February 2011, we announced that we had entered into multiple long-term agreements with shippers to provide additional
transportation services from the Eagle Ford Shale. We completed the initial phase of the Rich Eagle Ford Mainline pipeline, or
REM pipeline, in October 2011. The initial phase consisted of 160 miles of 30-inch pipeline and had an initial capacity of
400 million cubic feet per day, or MMcf/d. This rich gas gathering system originates in Dimmitt County, Texas and extends to our
Chisholm pipeline for ultimate deliveries to our existing processing plants and to a new 120 MMcf/d processing plant, which we
completed in the first quarter of 2012. In April 2011 and February 2012, we announced that we had entered into additional
long-term fee-based agreements with multiple producers to provide natural gas gathering, processing and liquids services from
the Eagle Ford Shale. To facilitate these agreements, we expanded the REM pipeline in the third quarter of 2012 to increase the
capacity to 1.0 Bcf/d and constructed a new 200 MMcf/d processing facility in Karnes County, Texas, which was placed in
service in December 2012. We have also announced construction of another processing plant in Jackson County, Texas, with
initial capacity of 400 MMcf/d, which is expected to be in service in the first quarter of 2013.
NGL Transportation and Services
In May 2011, we and Regency Energy Partners LP, or Regency, formed a joint venture, Lone Star NGL LLC, or Lone Star,
owned 70% by us and 30% by Regency, to acquire all of the membership interests in LDH Energy Asset Holdings LLC for $1.98
billion in cash. Lone Star owns and operates a diverse set of midstream energy assets that represent critical infrastructure
connecting high-growth production areas to end-markets. The Lone Star assets include NGL and refined products storage
facilities located in Mont Belvieu, Texas and Hattiesburg, Mississippi; a 12-inch long-haul intrastate NGL pipeline, which we
refer to as the West Texas pipeline, originating in the Permian Basin in west Texas, passing through the Barnett Shale production
area and terminating at Mont Belvieu; NGL fractionation and natural gas processing facilities near Baton Rouge and New
Orleans, Louisiana; and a 20% equity interest in the Sea Robin wet gas processing plant near Henry Hub, Louisiana. The Mont
Belvieu storage facility has approximately 43 million barrels, or MMBbls, of storage capacity in 24 underground salt dome
caverns. The Hattiesburg facility has three salt dome caverns, with 9.6 MMBbls of total cavern capacity, and two brine ponds
with combined capacity of over 75 thousand barrels, or MBbls. The intrastate pipeline assets include the approximately 1,300
mile West Texas pipeline with approximately 140 MBbls per day, or MBbls/d, of capacity, 12 pump stations providing 21,500
horsepower of compression, and over 20 injection points. The NGL fractionation and processing facilities consist of one
fractionation unit with 25 MBbls/d of capacity, two cryogenic processing plants with combined capacity of 82 MMcf/d. The Sea
Robin wet gas processing plant has 850 MMcf/d of natural gas capacity and 26 MBbls/d of NGL capacity.

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Since its formation, Lone Star has commenced or recently completed the following construction projects:

· Mont Belvieu Fractionation Facilities. In December 2012, Lone Star completed construction of a 100 MBbls/d NGL
fractionation facility at Mont Belvieu. The facility handles NGL barrels from Regency, as well as from our processing
facility in Jackson County, Texas, which is supported by multiple 10-year contracts with producers as part of our Eagle
Ford Shale projects. Lone Star is also constructing a second 100 MBbls/d NGL fractionation facility at Mont Belvieu,

which is supported by multiple long-term contracts and is expected to be completed in the fourth quarter of 2013. As part
of the construction at Mont Belvieu, Lone Star will develop additional storage facilities for NGLs and other liquids and
include interconnectivity infrastructure to provide NGL suppliers with significant access to storage, other fractionators,
pipelines and multiple markets along the Texas and Louisiana Gulf Coast.

· West Texas Gateway NGL Pipeline. In the fourth quarter of 2012, Lone Star completed construction of the West Texas
Gateway NGL pipeline, a 570-mile, 16- inch intrastate NGL pipeline that extends from Winkler County in west Texas to
our Jackson County, Texas processing facility. This new pipeline has an initial capacity of approximately 209 MBbls/d

with the potential to increase pipeline capacity. The project currently has approximately 65% of the capacity subscribed
with key producers and processors under 15-year agreements. In addition, Lone Star has secured capacity on its 130-mile
Justice NGL pipeline, which extends from Jackson County to Mont Belvieu.
In addition to our Lone Star operations, we also own 100% of and operate, four NGL pipelines in east Texas, with total
capacity of 170 MBbls/d.
Investment in Sunoco Logistics
In connection with the completion of the Sunoco merger and certain related transactions in October 2012, we acquired the
general partner interests, all of the incentive distribution rights and a 32.4% limited partner interest in Sunoco Logistics. Sunoco
Logistics, through its wholly owned subsidiary, Sunoco Logistics Partners Operations L.P., or Sunoco Operations, owns and
operates a logistics business, consisting of complementary pipeline, terminalling and acquisition and marketing assets, used in the
purchase, sale, transportation and storage of crude oil, refined petroleum products and NGLs. Sunoco Logistics' portfolio of
geographically diverse assets earns revenues in 29 states located throughout the United States, and its business is comprised of
four segments:

· The Crude Oil Pipelines segment consists of approximately 5,400 miles of crude oil pipelines, located principally in

Oklahoma and Texas.

· The Crude Oil Acquisition and Marketing business gathers, purchases, markets and sells crude oil using Sunoco

Logistics' fleet of approximately 200 crude oil transport trucks and third-party assets and approximately 120 crude oil
truck unloading facilities.

· The Terminal Facilities consist of an aggregate crude oil and refined petroleum products storage capacity of
approximately 40 MMBbls, including the 22 MMBbls Nederland, Texas crude oil terminal; the five MMBbls Eagle Point,

New Jersey refined products and crude oil terminal; approximately 40 active refined petroleum products marketing
terminals located in the northeast, midwest and southwest United States; and several refinery terminals located in the
northeast United States.

· The Refined Products Pipeline System consists of approximately 2,500 miles of refined product pipelines and joint

venture interests in four refined products pipelines.
Retail Marketing and Wholesale Distribution
Our retail marketing and wholesale distribution business, which we conduct through Sunoco, consists of the retail sale of
gasoline and middle distillates and the operation of convenience stores in 23 states,

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primarily on the east coast and in the midwest region of the United States. Our highest concentrations of outlets are located in
Connecticut, Florida, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Virginia. Some of
these outlets are traditional locations that sell fuel products under the Sunoco® and Coastal® brands whereas others are APlus®
convenience stores or Ultra Service Centers® that provide automotive diagnostics and repair. Our branded fuels sales (including
middle distillates) averaged 326.8 thousand barrels per day in 2011. The Sunoco® brand is positioned as a premium brand, and is
the official fuel of NASCAR® and the INDYCAR® series through 2019 and 2014, respectively. Additionally, our APlus®
convenience stores are the official convenience stores of NASCAR®.
Other Operations
Our other operations consist of (i) our ownership of all the outstanding equity interests of a natural gas compression
equipment business with operations in Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Pennsylvania and
Texas; (ii) the local distribution of natural gas in Missouri and Massachusetts through our 40% indirect ownership in Southern
Union; (iii) a 33% non-operating minority interest in a joint venture that owns a refinery in Philadelphia, Pennsylvania, which we
own through our 40% indirect ownership of Sunoco, and (iv) our 31.9% limited partner interest in AmeriGas, which engages in
retail propane operations. In December 2012, Southern Union entered into definitive purchase and sale agreements to dispose of
its natural gas distribution business. Please read "--Recent Developments--Southern Union Local Distribution Company
Dispositions."
Business Strategy
Our business strategy is to increase unitholder distributions and the value of our common units. We believe we have
engaged, and will continue to engage, in a well-balanced plan for growth through internally generated expansion and measures
aimed at increasing the profitability of our existing assets. We intend to continue to operate as a diversified, growth-oriented
master limited partnership with a focus on increasing the amount of cash available for distribution on each common unit.
We believe that we are well-positioned to compete in the natural gas, NGL and crude oil industries based on the following
strengths:

· We believe that the size and scope of our operations, our stable asset base and cash flow profile, and our investment

grade status will be significant positive factors in our efforts to obtain new debt or equity financing in light of current
market conditions.

· Our experienced management team has an established reputation as highly-effective, strategic operators within our
operating segments. In addition, our management team is motivated to effectively and efficiently manage our business

operations through performance-based incentive compensation programs and through ownership of a substantial equity
position in ETE, the entity that indirectly owns our general partner, and therefore benefits from incentive distribution
payments we make to our general partner.
We intend to accomplish our business strategy by executing on the following operating strategies:
Enhancing profitability of existing assets. We intend to increase the profitability of our existing asset base by adding
new volumes of natural gas and NGLs under long-term producer commitments, increasing refined product and crude oil pipeline
and terminal throughput, undertaking additional initiatives to enhance utilization, reducing costs by improving operations and
realizing operational and commercial synergies by focusing on the integration of our recently acquired assets.
Engaging in construction and expansion opportunities. We intend to leverage our existing infrastructure and customer
relationships by constructing and expanding our natural gas, NGL and crude

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