Bond Enterprise Product Operations 4.85% ( US29379VBA08 ) in USD

Enterprise Product Operations

89.808 % ▲

United States

US29379VBA08 ( in USD )

4.85% per year ( payment 2 times a year)

14/03/2044

Prospectus brochure of the bond Enterprise Products Operating US29379VBA08 en USD 4.85%, maturity 14/03/2044

1 000 USD

1 400 000 000 USD

29379VBA0

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/09/2025 ( In 59 days )

Enterprise Products Operating L.P. is a publicly traded master limited partnership (MLP) engaged in the transportation, storage, and marketing of natural gas, NGLs, crude oil, and petrochemicals.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VBA08, pays a coupon of 4.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2044

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VBA08, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US29379VBA08, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
424B5 1 d485065d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-168049
333-168049-01
CALCULATION OF REGISTRATION FEE

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

Price

Registration Fee
Unsecured Senior Notes

$2,250,000,000

$306,900(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 March
12, 2013 in connection with the securities offered under Registration Statement File Nos. 333-168049 and 333-168049-01 by means of this prospectus
supplement.
1 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated November 29, 2010)
$1,250,000,000 3.35% Senior Notes due 2023
$1,000,000,000 4.85% Senior Notes due 2044
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 2023, which we refer to as "2023 notes," will bear interest at the rate of 3.35% per year and will mature on March
15, 2023. The senior notes due 2044, which we refer to as "2044 notes," will bear interest at the rate of 4.85% per year and wil mature on March 15, 2044. We refer to the 2023 notes and the 2044 notes, col ectively, as the
"notes."
We will pay interest on the 2023 notes on March 15 and September 15 of each year, beginning on September 15, 2013. We will pay interest on the 2044 notes on March 15 and September 15 of each year, beginning on
September 15, 2013.
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-8 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.

2023 Notes

2044 Notes

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

99.908%
$ 1,248,850,000

99.619%
$
996,190,000
Underwriting Discount

0.650%
$
8,125,000

0.875%
$
8,750,000
Proceeds to Enterprise Products Operating LLC (before expenses)

99.258%
$ 1,240,725,000

98.744%
$
987,440,000

(1)
Plus accrued interest from March 18, 2013, 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 March 18, 2013.

Joint Book-Running Managers

J.P. Morgan

DNB Markets

Morgan Stanley

RBS

Scotiabank

Wells Fargo Securities

Senior Co-Managers

Mitsubishi UFJ Securities

Mizuho Securities

SunTrust Robinson Humphrey

Co-Managers

Barclays
Credit Suisse
Deutsche Bank Securities
BofA Merrill Lynch

RBC Capital Markets

SMBC Nikko
UBS Investment Bank

US Bancorp

Junior Co-Manager
ING
The date of this prospectus supplement is March 11, 2013.
2 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary

S-1
Risk Factors

S-8
Use of Proceeds

S-12
Capitalization

S-13
Description of the Notes

S-15
Certain U.S. Federal Income Tax Consequences

S-21
Certain ERISA Considerations

S-26
Underwriting

S-28
Legal Matters

S-30
Experts

S-30
Information Incorporated by Reference

S-31
Forward-Looking Statements

S-31
Prospectus

About This Prospectus

1

Our Company

1

Risk Factors

2

Use of Proceeds

3

Ratio of Earnings to Fixed Charges

3

Description of Debt Securities

4

Description of Our Common Units

18

Cash Distribution Policy

20

Description of Our Partnership Agreement

21

Material Tax Consequences

27

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

42

Plan of Distribution

44

Where You Can Find More Information

44

Forward-Looking Statements

45

Legal Matters

46

Experts

46

3 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
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 March 18, 2013, 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.

S-i
4 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
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-8 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; crude oil gathering and 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 50,000 miles of
onshore and offshore pipelines; 200 million barrels ("MMBbls") of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 billion
cubic feet ("Bcf") of

S-1
5 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
natural gas storage capacity. In addition, our asset portfolio includes 24 natural gas processing plants, 21 NGL and propylene fractionators, six offshore hub
platforms located in the Gulf of Mexico, a butane isomerization complex, NGL import and export terminals, and octane enhancement and high-purity isobutylene
production facilities.
For the year ended December 31, 2012, Enterprise Parent had consolidated revenues of $42.6 billion, operating income of $3.1 billion and net income from
continuing operations of $2.4 billion.
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 16,700 miles, (iii) NGL and related product storage facilities with approximately 160 MMBbls of net
usable storage capacity and (iv) 14 NGL fractionators. This segment also includes our import and export terminal operations.
Onshore Natural Gas Pipelines & Services. Our Onshore Natural Gas Pipelines & Services business segment includes approximately 19,900 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 5,100 miles of onshore
crude oil pipelines and 15 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 675 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 5,200 miles of refined
products pipelines and related marketing activities and (v) marine transportation services.

S-2
6 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
Recent Developments
Enterprise Begins Operations at Expanded LPG Export Facility; Expands Terminal Agreement with Oiltanking Partners
On March 7, 2013, we announced that we have commenced operations at our expanded export facility, increasing our capability to load propane, butane and
isobutane ("LPG"). Located on the Houston Ship Channel, the marine terminal complex is owned by Oiltanking Partners, L.P. ("Oiltanking"). The expansion of our
export facility increases our capacity to load fully refrigerated LPGs. The loading capacity for low-ethane propane increases from the current rate of almost 4
million barrels per month to approximately 7.5 million barrels per month. This expanded facility provides customers with improved access to export domestically
produced LPGs to growing international markets.
We also announced that we and Oiltanking have significantly expanded the scope of our long-term terminal service agreement, which runs through 2026. The
amended terminal service agreement with Oiltanking will provide us with additional operating flexibility including an increase in the number of docks available to
load LPG export vessels.
Enterprise Parent Elects New Chairman
On February 19, 2013, Enterprise Parent announced that the board of directors of its general partner approved certain organizational changes, including the
election of a new Chairman of the Board and the creation of an Office of the Chairman. Randa Duncan Williams has been elected non-executive Chairman of the
Board of the general partner of Enterprise Parent. Ms. Williams succeeds Dr. Ralph S. Cunningham, who previously served as Chairman since 2010 and will
continue as a Director. The Board of Directors of the general partner of Enterprise Parent also approved the creation of a new management oversight group, known
as the Office of the Chairman, consisting of Ms. Williams (as Chairman of the Board), Michael A. Creel (as Chief Executive Officer of Enterprise Parent's general
partner), and A. James Teague (as Chief Operating Officer of Enterprise Parent's general partner).
Enterprise Parent Issues 9,200,000 Common Units
On February 8, 2013, Enterprise Parent issued 9,200,000 of its common units (including an over-allotment of 1,200,000 common units) to the public at an
offering price of $54.56 per unit. The equity offering generated net proceeds of approximately $486.6 million, which were used for general partnership purposes.

S-3
7 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
Organizational Structure
The following chart depicts our current organizational structure and approximate ownership as of February 28, 2013.

(1) Includes Enterprise Parent common units beneficially owned by the estate of Dan L. Duncan, certain family trusts and other EPCO affiliates. DDLLC, a
private affiliate of EPCO that owns 100% of the membership interests in our general partner, and EPCO are each controlled by separate voting trusts. The
voting trustees of each of these voting trusts consist of three individuals, currently Randa Duncan Williams, Richard H. Bachmann and Dr. Ralph S.

Cunningham. Accordingly, the common units beneficially owned by DDLLC and EPCO are now controlled by each of the respective voting trusts.
Ms. Williams also has beneficial ownership in these common units to the extent of her pecuniary interest in DDLLC and EPCO. Ms. Williams, Mr. Bachmann
and Dr. Cunningham are also co-executors of the estate of Dan L. Duncan.
Also includes 23,700,000 common units owned by a privately held affiliate of EPCO currently subject to a distribution waiver agreement and 4,520,431
Class B units held by a privately held affiliate of EPCO that generally vote together with the common units.

S-4
8 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
The Offering

Issuer
Enterprise Products Operating LLC.

Guarantee
The notes will be fully and unconditionally guaranteed by the Parent Guarantor on an unsecured and
unsubordinated basis. Initially, the notes will not be guaranteed by any of our subsidiaries. In the
future, however, if any of our subsidiaries become guarantors or co-obligors of our funded debt (as
defined in the indenture), then these subsidiaries will jointly and severally, fully and unconditionally,
guarantee our payment obligations under the notes. Please read "Description of the Notes -- Parent
Guarantee."

Securities Offered
$1,250,000,000 aggregate principal amount of 3.35% senior notes due 2023.

$1,000,000,000 aggregate principal amount of 4.85% senior notes due 2044.

Interest
The 2023 notes will bear interest at 3.35% per annum. The 2044 notes will bear interest at 4.85%
per annum. All interest on the 2023 notes and the 2044 notes will accrue from and including March
18, 2013.

Interest Payment Dates
Interest on the 2023 notes will be paid in cash semi-annually in arrears on March 15 and September
15 of each year, beginning on September 15, 2013.

Interest on the 2044 notes will be paid in cash semi-annually in arrears on March 15 and September
15 of each year, beginning on September 15, 2013.

Maturity
2023 notes -- March 15, 2023.

2044 notes -- March 15, 2044.

Use of Proceeds
We will receive aggregate net proceeds of approximately $2.23 billion from the sale of the notes to
the underwriters after deducting the underwriting discount and other offering expenses payable by us.
We expect to use the net proceeds of this offering for the repayment of debt, including (i) the
repayment of amounts outstanding under our multi-year revolving credit facility and commercial
paper program (which we used to repay amounts outstanding on the maturity of our $350.0 million
principal amount of Senior Notes C, $182.5 million principal amount of Senior Notes T and $17.5
million principal amount of TEPPCO Senior Notes, each due February 2013) and (ii) the repayment
of amounts outstanding on the maturity of our $400.0 million principal amount of Senior Notes M,
$237.6 million principal amount of Senior Notes U and $12.4 million principal amount of TEPPCO
Senior Notes, each due April 2013, and for general company purposes. Affiliates of certain of the
underwriters are lenders under our multi-year revolving credit facility or may hold our commercial
paper notes or Senior Notes to be repaid and, accordingly, may receive a substantial portion of the
net proceeds of this offering. Please read "Use of Proceeds" and "Underwriting" in this prospectus
supplement.

S-5
9 of 86
3/13/2013 9:13 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061219/000119312513103413...
Table of Contents
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our
other existing and future unsubordinated indebtedness. Please read "Description of the Notes --
Ranking."

Optional Redemption
We may redeem, at our option, all or part of the 2023 notes at any time prior to December 15, 2022
(three months prior to their maturity date) at the applicable redemption price described under
"Description of the Notes -- Optional Redemption" plus accrued and unpaid interest to the date of
redemption. We may also redeem, at our option, all or part of the 2023 notes at any time on or after
December 15, 2022 (three months prior to their maturity date), at a price of 100% of the principal
amount thereof plus accrued and unpaid interest to the date of redemption.

We may redeem, at our option, all or part of the 2044 notes at any time prior to September 15, 2043
(six months prior to their maturity date) at the applicable redemption price described under
"Description of the Notes -- Optional Redemption" plus accrued and unpaid interest to the date of

redemption. We may also redeem, at our option, all or part of the 2044 notes at any time on or after
September 15, 2043 (six months prior to their maturity date), at a price of 100% of the principal
amount thereof plus accrued and unpaid interest to the date of redemption.

For a more complete description of the redemption provisions of the notes, please read "Description
of the Notes -- Optional Redemption."

Certain Covenants
We will issue the notes under an Indenture (as defined below) with Wells Fargo Bank, N.A., as
trustee. The Indenture covenants include a limitation on liens and a restriction on sale-leasebacks.
Each covenant is subject to a number of important exceptions, limitations and qualifications that are
described under "Description of Debt Securities -- Certain Covenants" in the accompanying
prospectus.

Risk Factors
Investing in the notes involves certain risks. You should carefully consider the risk factors discussed
under the heading "Risk Factors" beginning on page S-8 of this prospectus supplement and on page 2
of the accompanying prospectus and the other information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus before deciding to invest in the notes.

Book-Entry Form/Denominations
The notes of each series will be issued in denominations of $1,000 and integral multiples thereof in
book-entry form and will be represented by one or more permanent global certificates deposited
with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of a
nominee of DTC. Beneficial interests in any of the notes will be shown on, and transfers will be
effected only through, records maintained by DTC or its nominee and any such interest may not be
exchanged for certificated securities, except in limited circumstances.

Trading
We will not list the notes for trading on any securities exchange.

Trustee
Wells Fargo Bank, National Association

Governing Law
The notes and the Indenture will be governed by, and construed in accordance with, the laws of the
State of New York.

S-6
10 of 86
3/13/2013 9:13 AM