Obligation Enterprise Products Operating 3.9% ( US29379VBB80 ) en USD

Enterprise Products Operating

99.35 % ▲

Etas-Unis

US29379VBB80 ( en USD )

3.9% par an ( paiement semestriel )

15/02/2024 - Obligation échue

Prospectus brochure de l'obligation Enterprise Products Operating US29379VBB80 en USD 3.9%, échue

1 000 USD

850 000 000 USD

29379VBB8

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VBB80, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2024

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VBB80, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US29379VBB80, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-189050
333-189050-01
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Aggregate Maximum
Amount of
Securities to Be Registered

Aggregate Offering Price

Registration Fee
Unsecured Senior Notes

$2,000,000,000

$257,600 (1)

(1) The filing fee, calculated in accordance with Rule 457(r) of the Securities Act of 1933, was transmitted to the Securities and
Exchange Commission on February 6, 2014 in connection with the securities offered under Registration Statement File
Nos. 333-189050 and 333-189050-01 by means of this prospectus supplement.
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P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated June 3, 2013)

$850,000,000 3.90% Senior Notes due 2024
$1,150,000,000 5.10% Senior Notes due 2045
Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of two series of senior notes. The senior notes due 2024, which we refer to as "2024 notes," will bear interest at the rate of
3.90% per year and will mature on February 15, 2024. The senior notes due 2045, which we refer to as "2045 notes," will bear interest at the rate of 5.10% per year and wil
mature on February 15, 2045. We refer to the 2024 notes and the 2045 notes, col ectively, as the "notes."

We will pay interest on the 2024 notes on February 15 and August 15 of each year, beginning on August 15, 2014. We will pay interest on the 2045 notes on February 15 and
August 15 of each year, beginning on August 15, 2014.

We may redeem some or al of the notes at any time at the applicable redemption prices described in "Description of the Notes--Optional Redemption."

The notes are unsecured and rank equal y with al other senior indebtedness of Enterprise Products Operating LLC (successor to Enterprise Products Operating L.P.). The
notes will be guaranteed by our parent, Enterprise Products Partners L.P., and in certain circumstances may be guaranteed in the future on the same basis by one or more
subsidiary guarantors.

The notes will not be listed on any securities exchange.

Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement
and on page 2 of the accompanying prospectus.

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.

2024 Notes

2045 Notes

Per Note
Total
Per Note
Total
Public Offering Price(1)

99.811%
$
848,393,500

99.845%
$ 1,148,217,500
Underwriting Discount

0.650%
$
5,525,000

0.875%
$
10,062,500
Proceeds to Enterprise Products Operating LLC (before expenses)

99.161%
$
842,868,500

98.970%
$ 1,138,155,000
(1) Plus accrued interest from February 12, 2014, if settlement occurs after that date.

The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about February 12, 2014.

Joint Book-Running Managers

Citigroup
Barclays
Credit Suisse
Deutsche Bank Securities
Mitsubishi UFJ Securities
Mizuho Securities
RBC Capital Markets
SunTrust Robinson Humphrey

Senior Co-Managers

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DNB Markets

RBS

Scotiabank

US Bancorp

Co-Managers

BBVA

BofA Merrill Lynch

SMBC Nikko
UBS Investment Bank

Wells Fargo Securities

The date of this prospectus supplement is February 5, 2014.
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TABLE OF CONTENTS

Page
Prospectus Supplement

Summary
S-1

Risk Factors
S-15
Use of Proceeds
S-18
Capitalization
S-19
Description of the Notes
S-21
Certain U.S. Federal Income Tax Consequences
S-27
Certain ERISA Considerations
S-32
Underwriting
S-34
Legal Matters
S-36
Experts
S-36
Information Incorporated by Reference
S-37
Forward-Looking Statements
S-37
Prospectus

About This Prospectus
1

Our Company
1

Risk Factors
2

Use of Proceeds
2

Ratio of Earnings to Fixed Charges
3

Description of Debt Securities
4

Description of Our Common Units
19

Cash Distribution Policy
22

Description of Our Partnership Agreement
24

Material Tax Consequences
32

Investment in Enterprise Products Partners L.P. by Employee Benefit Plans
48

Plan of Distribution
50

Where You Can Find More Information
51

Forward-Looking Statements
52

Legal Matters
53

Experts
53

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Important Notice About Information in This
Prospectus Supplement and the Accompanying Prospectus
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of notes
and certain terms of the notes and the guarantee. The second part is the accompanying prospectus, which describes certain terms of the
indenture under which the notes will be issued and which gives more general information, some of which may not apply to this
offering of notes.
If the information 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 or incorporated by reference in this prospectus supplement and the
accompanying prospectus or any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters
have not, authorized anyone to provide you with additional or different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of this
prospectus supplement or the accompanying prospectus or that any information we have incorporated by reference is accurate
as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of
operations and prospects may have changed since these dates.
We expect delivery of the notes will be made against payment therefor on or about February 12, 2014, which is the fifth business
day following the date of pricing of the notes (such settlement being referred to as "T+5"). Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in three
business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on
the date of pricing of the notes or the next succeeding business day will be required, by virtue of the fact that the notes initially will
settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their
own advisers.

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SUMMARY
This summary highlights information from this prospectus supplement and the accompanying prospectus to help you
understand our business, the notes and the guarantees. It does not contain all of the information that is important to you. You
should read carefully this entire prospectus supplement, the accompanying prospectus, the documents incorporated by
reference and the other documents to which we refer for a more complete understanding of this offering and our business. You
should read "Risk Factors" beginning on page S-15 of this prospectus supplement and page 2 of the accompanying
prospectus for more information about important risks that you should consider before making a decision to purchase notes in
this offering.
Enterprise Products Partners L.P. (which we refer to as "Enterprise Parent") conducts substantially all of its business
through Enterprise Products Operating LLC (successor to Enterprise Products Operating L.P.) (which we refer to as
"Enterprise") and the subsidiaries and unconsolidated affiliates of Enterprise. Accordingly, in the sections of this prospectus
supplement that describe the business of Enterprise and Enterprise Parent, unless the context otherwise indicates, references
to "Enterprise," "us," "we," "our" and like terms refer to Enterprise Products Operating LLC together with its wholly
owned subsidiaries and Enterprise's investments in unconsolidated affiliates. Enterprise is the borrower under substantially
all of the consolidated company's credit facilities (except for credit facilities of certain unconsolidated affiliates) and is the
issuer of substantially all of the company's publicly traded notes, all of which are guaranteed by Enterprise Parent.
Enterprise's financial results do not differ materially from those of Enterprise Parent; the number and dollar amount of
reconciling items between Enterprise's consolidated financial statements and those of Enterprise Parent are insignificant. All
financial results presented in this prospectus supplement are those of Enterprise Parent.
The notes are solely obligations of Enterprise and, to the extent described in this prospectus supplement, are guaranteed
by Enterprise Parent. Accordingly, in the other sections of this prospectus supplement, including "The Offering" and
"Description of the Notes," unless the context otherwise indicates, references to "Enterprise," "us," "we," "our" and like
terms refer to Enterprise Products Operating LLC and do not include any of its subsidiaries or unconsolidated affiliates or
Enterprise Parent. Likewise, in such sections, unless the context otherwise indicates, including with respect to financial and
operating information that is presented on a consolidated basis, "Enterprise Parent" and "Parent Guarantor" refer to
Enterprise Products Partners L.P. and not its subsidiaries or unconsolidated affiliates.
Enterprise and Enterprise Parent
Overview
We are a leading North American provider of midstream energy services to producers and consumers of natural gas, natural
gas liquids ("NGLs"), crude oil, refined products and petrochemicals. Our integrated 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 with domestic consumers and international markets.
Our midstream energy operations include: natural gas gathering, treating, processing, transportation and storage; NGL
transportation, fractionation, storage, and import and export terminals (including liquefied petroleum gas or "LPG"); crude oil
gathering, transportation, storage and terminals; offshore production platforms; petrochemical and refined products transportation
and services; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway
systems and in the Gulf of Mexico. NGL products (ethane, propane, normal butane, isobutane and natural gasoline) are used as
raw materials by the petrochemical industry, as feedstocks by refiners in the production of motor gasoline and as fuel by
industrial and residential users. Our assets include: approximately 51,000 miles of onshore and offshore pipelines; 200 million
barrels ("MMBbls") of storage capacity for NGLs, petrochemicals, refined products and crude oil; and 14 billion

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cubic feet ("Bcf") of natural gas storage capacity. In addition, our asset portfolio includes 24 natural gas processing plants, 22
NGL and propylene fractionators, six offshore hub platforms located in the Gulf of Mexico, a butane isomerization complex, NGL
import and LPG export terminals, and octane enhancement and high-purity isobutylene production facilities.
For the year ended December 31, 2012 and the nine months ended September 30, 2013, Enterprise Parent had consolidated
revenues of $42.6 billion and $34.6 billion, operating income of $3.1 billion and $2.6 billion, and net income of $2.4 billion and
$1.9 billion, respectively. See "--Recent Developments" for condensed financial highlights regarding our fourth quarter and
fiscal year 2013 results (unaudited).
Our principal executive offices, including those of Enterprise Parent, are located at 1100 Louisiana Street, 10th Floor,
Houston, Texas 77002, and our and Enterprise Parent's telephone number is (713) 381-6500. Enterprise Parent's website address
is www.enterpriseproducts.com.
Our Business Segments
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. 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 provide midstream energy services directly and through our subsidiaries and
unconsolidated affiliates.
NGL Pipelines & Services. Our NGL Pipelines & Services business segment includes our (i) natural gas processing plants
and related NGL marketing activities, (ii) NGL pipelines aggregating approximately 19,400 miles, (iii) NGL and related product
storage facilities with 160 MMBbls of net usable storage capacity and (iv) 15 NGL fractionators. This segment also includes our
NGL import and LPG export terminal operations.
Onshore Natural Gas Pipelines & Services. Our Onshore Natural Gas Pipelines & Services business segment includes
approximately 19,500 miles of onshore natural gas pipeline systems that provide for the gathering and transportation of natural
gas in Colorado, Louisiana, New Mexico, Texas and Wyoming. We lease salt dome natural gas storage facilities located in Texas
and Louisiana and own a salt dome storage cavern in Texas that are important to our pipeline operations. This segment also
includes our related natural gas marketing activities.
Onshore Crude Oil Pipelines & Services. Our Onshore Crude Oil Pipelines & Services business segment includes
approximately 4,600 miles of onshore crude oil pipelines and 16 MMBbls of storage tank capacity. This segment also includes
our crude oil marketing and trucking activities.
Offshore Pipelines & Services. Our Offshore Pipelines & Services business segment serves some of the most active
drilling development regions, including deepwater production fields in the northern Gulf of Mexico offshore Texas, Louisiana,
Mississippi and Alabama. This segment includes approximately 1,300 miles of offshore natural gas pipelines, approximately
1,000 miles of offshore crude oil pipelines and six offshore hub platforms.
Petrochemical & Refined Products Services. Our Petrochemical & Refined Products Services business segment consists
of (i) seven propylene fractionation facilities, propylene pipeline systems aggregating approximately 680 miles and related
petrochemical marketing activities, (ii) a butane isomerization facility and related 70-mile pipeline system, (iii) octane
enhancement and high-purity isobutylene production facilities, (iv) approximately 4,200 miles of refined products pipelines and
related marketing activities and (v) marine transportation services.

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Recent Developments
Condensed Consolidated Financial Highlights - Fourth Quarter and Fiscal Year 2013 Results (Unaudited)
On January 30, 2014, Enterprise announced its consolidated financial results for the three months and year ended
December 31, 2013. The following table presents condensed consolidated financial highlights for the periods and at the dates
indicated (dollars in millions):

Three Months Ended
Year Ended

December 31,

December 31,

2013

2012

2013

2012

(Unaudited)
(Unaudited)
(Unaudited)

Selected Income Statement Data:

Revenues

$13,101.3 $11,072.1 $47,727.0 $42,583.1
Operating income

915.5

822.7

3,467.3

3,109.2

Net income

705.7

617.4

2,607.1

2,428.0

Net income attributable to noncontrolling interests

6.8

1.9

10.2

8.1

Net income attributable to limited partners

698.9

615.5

2,596.9

2,419.9

Selected Balance Sheet Data at December 31 of each period:

Cash and cash equivalents (unrestricted)

$
56.9 $
16.1
Total assets

40,138.7 35,934.4
Total debt principal outstanding, including current maturities

17,537.7 16,179.3
Partners' equity

15,214.8 13,187.7
Noncontrolling interest

225.6

108.3

Non-GAAP gross operating margin by segment:

NGL Pipelines & Services

$
737.4 $
632.0 $ 2,514.4 $ 2,468.5
Onshore Natural Gas Pipelines & Services

187.1

210.0

789.0

775.5

Onshore Crude Oil Pipelines & Services

163.1

135.0

742.7

387.7

Offshore Pipelines & Services

28.0

42.0

146.1

173.0

Petrochemical & Refined Products Services

175.2

142.7

625.9

579.9

Other

--
--
-- 2.4

Total gross operating margin

$ 1,290.8 $ 1,161.7 $ 4,818.1 $ 4,387.0

The foregoing information has not been reviewed by our independent auditor and is subject to revision as we prepare our
audited financial statements as of and for the year ended December 31, 2013.
The information presented in this prospectus supplement is not a comprehensive statement of our financial results for the
three months and year ended December 31, 2013, and our actual results may differ materially as a result of the completion of our
financial closing process, audit adjustments (if any) and other developments arising between the date of this prospectus
supplement and the time that our financial results for the year ended December 31, 2013 are finalized and reported in our annual
report on Form 10-K.

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Highlights of Fourth Quarter of 2013 Results. Net income attributable to limited partners for the fourth quarter of 2013
was $699 million compared to $616 million for the fourth quarter of 2012. Earnings per unit for the fourth quarter of 2013 were
$0.75 per unit compared to $0.68 per unit for the fourth quarter of 2012. Net income for the fourth quarter of 2013 included $44
million, or $0.05 per unit, for charges related to asset impairments, partially offset by gains of $15 million, or $0.02 per unit,
related to sales of assets and insurance recoveries. The fourth quarter of 2012 included $6 million, or $0.01 per unit, for charges
related to asset impairments and losses of $17 million, or $0.02 per unit, related to sales of assets and insurance recoveries.
Gross operating margin for the fourth quarter of 2013 was $1.3 billion compared to $1.2 billion for the fourth quarter of last
year. The following information highlights significant changes in our comparative segment results (i.e., gross operating margin
amounts) and the primary drivers of such changes.
NGL Pipelines & Services Gross operating margin for the NGL Pipelines & Services segment was a record $737 million
for the fourth quarter of 2013 compared to $632 million for the same quarter of 2012.
Enterprise's natural gas processing and related NGL marketing business generated gross operating margin of $339 million
for the fourth quarter of 2013 compared to $330 million for the fourth quarter of 2012. A $20 million increase in gross operating
margin from the NGL marketing business more than offset an $11 million decrease in the natural gas processing business
primarily due to lower processing margins. Enterprise's natural gas processing plants reported fee-based processing volumes of
4.7 Bcf per day ("Bcfd") in the fourth quarters of both 2013 and 2012. Enterprise's equity NGL production was 145 thousand
barrels per day ("MBPD") for the fourth quarter of 2013 compared to 96 MBPD for the fourth quarter of 2012. Fee-based natural
gas processing volumes and equity NGL production from the partnership's processing plants in South Texas increased by 0.2
Bcfd and 26 MBPD, respectively, in the fourth quarter of 2013 compared to the fourth quarter of 2012.
Gross operating margin from the partnership's NGL pipelines and storage business increased $29 million, or 14 percent, to
$249 million for the fourth quarter of 2013 from $220 million for the fourth quarter of 2012. NGL pipeline volumes increased by
368 MBPD, or 14 percent, in the fourth quarter of 2013 to 2.9 million barrels per day ("BPD") compared to the fourth quarter of
2012. The partnership's South Texas NGL pipeline systems reported a $7 million increase in gross operating margin on a 122
MBPD increase in volume due to Eagle Ford shale production growth. Enterprise's LPG marine import/export terminal on the
Houston Ship Channel and its related pipeline reported a $16 million increase in gross operating margin due to the expansion of
the facility in March 2013.
Enterprise's NGL fractionation business reported record gross operating margin of $150 million for the fourth quarter of
2013 compared to $82 million reported for the same quarter of 2012. The partnership's fractionators at Mont Belvieu generated
$56 million of this increase in gross operating margin primarily attributable to a 113 MBPD increase in volume as Fractionators
VII and VIII began commercial operations during the fourth quarter of 2013 and Fractionator VI, which began operations in
October 2012, was in operation for a full quarter in 2013. Fractionation volumes for the fourth quarter of 2013 increased 11
percent to a record 781 MBPD compared to the same quarter in 2012.
Onshore Natural Gas Pipelines & Services Enterprise's Onshore Natural Gas Pipelines & Services segment reported
gross operating margin of $187 million for the fourth quarter of 2013 compared to $210 million for the fourth quarter of 2012.
Total onshore natural gas pipeline volumes were 12.4 trillion British thermal units per day ("TBtud") in the fourth quarter of
2013 compared to 13.4 TBtud in the fourth quarter of 2012.
Gross operating margin from natural gas marketing activities decreased $11 million for the fourth quarter of 2013 compared
to the same quarter of 2012 primarily due to lower natural gas sales margins. Aggregate gross operating margin for the
Haynesville, Jonah, Piceance Basin and San Juan gathering systems declined by $9 million and aggregate volume on these
systems declined by 0.8 TBtud in the fourth quarter of 2013 compared to

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the fourth quarter of 2012 due to the effects of reduced drilling activities and production declines in the regions served by these
systems. In general, producers have reduced their drilling programs in areas that typically have reserves of dry natural gas or
natural gas with a lower content of NGLs.
Onshore Crude Oil Pipelines & Services Gross operating margin from the partnership's Onshore Crude Oil Pipelines &
Services segment increased 21 percent to $163 million for the fourth quarter of 2013 from $135 million for the fourth quarter of
2012. This increase in gross operating margin for the fourth quarter of 2013 was attributable to increased pipeline volumes,
including the partnership's South Texas and West Texas pipeline systems and our Seaway and Eagle Ford joint venture pipelines
as well as improved results from our crude oil storage facilities. This increase from our pipelines and storage facilities was
partially offset by a $52 million decrease in gross operating margin from our crude oil marketing and related trucking activities
due to lower margins as a result of lower regional price differences for crude oil. Total onshore crude oil pipeline volumes
increased 42 percent to a record 1.3 million BPD for the fourth quarter of 2013 from 897 MBPD for the fourth quarter of 2012.
Offshore Pipelines & Services Gross operating margin for the Offshore Pipelines & Services segment was $28 million
for the fourth quarter of 2013 compared to $42 million for the same quarter of 2012.
Gross operating margin from Enterprise's offshore crude oil pipeline business was $22 million for the fourth quarter of 2013
compared to $26 million for the fourth quarter of 2012. Total offshore crude oil pipeline volumes were 309 MBPD in the fourth
quarter of 2013 compared to 336 MBPD for the fourth quarter of 2012.
The Independence Hub platform and Independence Trail pipeline reported aggregate gross operating margin of $9 million
for the fourth quarter of 2013 compared to $14 million for the fourth quarter of 2012 attributable to lower volumes. Natural gas
volumes on the Independence Trail pipeline were 212 billion British thermal units per day ("BBtud") for the fourth quarter of
2013 compared to 313 BBtud in the fourth quarter of 2012. Total offshore natural gas pipeline volumes (including those for
Independence Trail) were 594 BBtud for the fourth quarter of 2013 compared to 786 BBtud in the fourth quarter of 2012.
Petrochemical & Refined Products Services Gross operating margin for the Petrochemical & Refined Products Services
segment increased 23 percent to $175 million for the fourth quarter of 2013 compared to $143 million for the fourth quarter of
2012.
Gross operating margin for Enterprise's octane enhancement and high-purity isobutylene business was $33 million for the
fourth quarter of 2013 compared to $13 million for the fourth quarter of 2012. This increase was primarily due to an increase in
operating days during the fourth quarter of 2013 compared to the fourth quarter of 2012 due to downtime during the fourth quarter
of 2012 for the plant's annual turnaround. Total plant production volumes were 24 MBPD in the fourth quarter of 2013 compared
to 15 MBPD for the fourth quarter of 2012.
The partnership's propylene business reported gross operating margin of $46 million for the fourth quarter of 2013
compared to $34 million for the fourth quarter of 2012 due to higher volumes and sales margins. Propylene fractionation volumes
were 82 MBPD for the fourth quarter of 2013 compared to 69 MBPD in the fourth quarter of 2012. Related propylene pipeline
volumes were 119 MBPD for the fourth quarter of 2013 compared to 116 MBPD for the fourth quarter of 2012.
Enterprise's refined products pipelines and related services business reported gross operating margin of $56 million for the
fourth quarter of 2013 compared to $53 million for the fourth quarter of 2012. This increase was primarily due to improved
results from our refined products marketing and terminal businesses. Total pipeline volumes for this business were 590 MBPD
for the fourth quarter of 2013 compared to 589 MBPD for the fourth quarter of 2012.

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