The following information should be read in conjunction with our Consolidated Financial Statements and accompanying notes included under Part II, Item 8 of this annual report. Our financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States.

Key References Used in this Management's Discussion and Analysis

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 and Chairman of the Board of Enterprise GP;
(ii) Dr. Ralph S. Cunningham, who is also a director 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.

As generally used in the energy industry and in this annual 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 annual report on Form 10-K for the year ended December 31, 2012 (our "annual report") 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," "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 of this annual report. 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 annual 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.

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 integrated 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 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 U.S. inland and Intracoastal Waterway systems and in the Gulf of Mexico. Our assets include approximately 50,000 miles of onshore and offshore pipelines; 200 MMBbls of storage capacity for NGLs, petrochemicals, refined products and crude oil; and 14 Bcf of 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.

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. Like many publicly traded partnerships, we have no employees. All of our management, administrative and operating functions are performed by employees of EPCO pursuant to an administrative services agreement (the "ASA") or by other service providers.

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, L.P. ("Energy Transfer Equity"). For additional information regarding the divestiture of our investment in Energy Transfer Equity, see "Liquidity and Capital Resources - Liquidation of Investment in Energy Transfer Equity" within this Item 7.

We completed the Duncan and Holdings Mergers in September 2011 and November 2010, respectively. We believe these recent merger transactions streamlined and simplified our organizational structure to be more transparent to investors, removed potential conflicts of interest due to common control considerations and reduced public company overhead costs. For additional information regarding these business combinations, see "Duncan and Holdings Mergers" under Part I, Item 1 and 2 of this annual report.

For information regarding our directors and executive officers, see Part III, Item 10 of this annual report.

Basis of Financial Statement Presentation

As a result of the November 2010 merger of Enterprise GP Holdings L.P. ("Holdings") with and into one of our wholly owned subsidiaries (the "Holdings Merger"), Enterprise's consolidated financial and operating results prior to November 22, 2010 have been presented as if Enterprise were Holdings from an accounting perspective (i.e., the financial statements of Holdings became the historical financial statements of Enterprise). Since we historically consolidated Duncan Energy Partners L.P. ("Duncan Energy Partners") for financial reporting purposes, the September 2011 merger of one of our wholly owned subsidiaries with and into Duncan Energy Partners (the "Duncan Merger") did not change the basis of presentation of our historical financial statements.
See Note 1 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for information regarding the basis of presentation of our general purpose financial statements.

The following information highlights significant commercial and operational developments during 2012 and through the date of this filing (March 1, 2013).
For information regarding recent offerings of our equity and debt securities, see "Liquidity and Capital Resources" within this Item 7. 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 southeast Houston, Texas was partially completed and started receiving deliveries of crude oil. Completion of this first phase provides us with approximately 0.5 MMBbls of crude oil storage capacity (two tanks) at the site. A third tank was completed and placed into service in February 2013. An additional 0.9 MMBbls of storage capacity is expected to be in service as early as the second quarter of 2014. When fully developed, 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 first quarter of 2013, with the balance of the system expected to be placed into service in the third quarter of 2013. 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 thousand 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 new facility will be integrated with our existing propylene fractionation facilities, which will provide operational reliability and flexibility for both the PDH facility and the fractionation facilities. The PDH facility will also be integrated with our polymer grade propylene storage facilities, pipeline system and export terminal. The PDH facility, which is supported by long-term, fee-based contracts, is expected to begin commercial operations during the third quarter of 2015. We are in discussions with additional customers that could lead to the development of additional PDH capacity.

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,

Seaway Pipeline Developments

In June 2012, we and Enbridge Inc. announced that the Seaway Pipeline made its first delivery of crude oil to the Texas Gulf Coast. The arrival marked the first southbound delivery of crude oil by pipeline from the 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 were completed in January 2013, are expected to increase the pipeline's throughput capacity.

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 pipeline mostly along the existing route of the Seaway Pipeline. It is anticipated that the new pipeline will commence operations during the first quarter of 2014.

The Seaway Pipeline delivers crude oil from Cushing into the Houston and Texas City, Texas market utilizing affiliate and third party pipelines. Seaway Crude Pipeline Company LLC ("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 the fourth quarter of 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 mid-2014.

For additional information regarding the Seaway Pipeline, see our discussion of the Onshore Crude Oil Pipelines & Services segment under Part I, Item 1 and 2 of this annual report.

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 over 90 MBPD of NGLs. The third and final train at the Yoakum facility, which is the same size as each of the first two trains, is currently undergoing commissioning operations and is expected to be fully operational in March 2013.

In April 2012, we completed a 65-mile residue natural gas pipeline linking the Yoakum plant to our Wilson natural gas storage facility and numerous third party markets. In addition, we recently completed construction of 168 miles of pipelines that will transport mixed NGLs extracted at the Yoakum plant to our NGL fractionation and storage complex at Mont Belvieu, Texas. We are also constructing a 173-mile NGL pipeline that will extend from our Yoakum facility to LaSalle County, Texas, and provide NGL connectivity to additional natural gas processing plants. This pipeline extension is expected to begin service during the second quarter of 2013.

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.

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 and the Mid-Continent.

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 a capacity of approximately 85 MBPD.
Completion of this plant increased the total NGL fractionation capacity at our Mont Belvieu complex to approximately 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 655 MBPD. At that time, our system-wide fractionation capacity is expected to exceed 1.0 MMBPD.

Development of Our ATEX Express 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. We received additional volume commitments during the third quarter of 2012.

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 portion of our existing TE Products Pipeline, which would be transferred to ATEX Express and reversed to accommodate southbound delivery of ethane to the U.S. Gulf Coast. At the southern terminus of the ATEX Express in Beaumont, we plan to construct a 55-mile pipeline to provide shippers with access to our NGL storage complex at Mont Belvieu, which would provide them with direct and indirect access to every ethylene plant in the U.S. We expect that the ATEX Express will begin commercial operations in the first quarter of 2014.

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

In January 2012, we executed transportation agreements with six Gulf of Mexico producers that will support construction of a 149-mile 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.

Commercial Outlook

We provide midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Factors that can affect the demand for our products and services include global and U.S. economic conditions, the market price and demand for energy, the cost to develop natural gas and crude oil reserves in the U.S., state and federal regulation, and the cost and availability of capital to energy companies to invest in exploration and production activities.

As a result of the current relative prices of crude oil and NGLs compared to the price of natural gas, exploration and production companies continue to focus their drilling activities on shale and other non-conventional resource plays that can produce crude oil and/or NGL-rich natural gas. Based on prices quoted on the futures markets in January 2013, natural gas prices for 2013 are currently priced at approximately 21% relative to the price of crude oil on an energy equivalent basis. In 2012, natural gas was priced at 17% of crude oil on an energy equivalent basis. In general, producers continue to decrease their drilling activity in onshore areas where natural gas production is considered "dry" or "lean" (i.e., the amount of NGLs produced in connection with the natural gas is relatively small). This same trend is also occurring in the Gulf of Mexico, with producers investing capital to develop new sources of crude oil production rather than natural gas.

In recent years, natural gas and NGLs have had a significant feedstock price advantage over more costly crude oil derivatives (such as naphtha), and this trend is expected to continue based on prices quoted on the futures markets in January 2013. This trend is supported by several factors including: (i) geopolitical risk in many areas of the world that are major exporters of crude such as the Middle East; (ii) growing demand for crude oil by China, India and other developing economies; (iii) technological breakthroughs in drilling techniques used by exploration and production companies in connection with shale resource plays in the U.S., which have significantly increased U.S. oil, natural gas and NGL resources and lowered associated finding and development costs; and
(iv) the general inability to export natural gas from the U.S attributable to significant capital requirements, long construction timeframes, and permitting and regulatory issues. Many domestic energy producers and energy consumers in the petrochemical, industrial manufacturing and power generation sectors are strategically repositioning their companies accordingly.

We believe this trend in domestic energy production has led to a long-term fundamental change in feedstock selection by the U.S. petrochemical industry, which is the largest consumer of NGLs. Lower NGL feedstock costs have provided U.S. ethylene producers with an inherent global cost advantage, as ethylene crackers in Europe and Asia are mostly limited to using higher-priced naphtha feedstocks (which are priced more closely to crude oil). From 2009 through 2012, ethane and propane have consistently been the most profitable feedstocks in the production of ethylene, and are forecasted to remain so in 2013.

The production cost advantage enjoyed by U.S. petrochemical companies has led them to maximize their consumption of NGLs in the production of ethylene. Since 2009, many of these companies have expanded their operations in the U.S. and are continuing to build flexibility into their existing operations in order to increase their consumption of NGLs (as economically warranted). In addition, non-U.S. based ethylene crackers have responded to the NGL feedstock cost advantage by importing propane, including propane produced in the U.S., to displace crude oil derivatives such as naphtha as feedstock.

Because of the size of U.S. shale-related resources, international petrochemical companies have shown interest in the potential to export ethane from the U.S.
In addition, with much of the U.S. petrochemical industry switching to cracking larger amounts of ethane for ethylene production (which yields fewer by-products such as propylene and butadiene) a number of projects, including our own PDH facility, have been announced. These plants specifically target making these by-products and also consume NGLs.

Based on industry publications, domestic production of ethylene in 2012 averaged approximately 144 million pounds per day, which is a 1.0% decrease from 2011 levels. This slight decrease was due in part to certain ethylene producers electing to take extended turnarounds to modify facilities to increase their capacity to use ethane as a feedstock. In 2012, the average ethane and propane consumption of U.S. ethylene producers was approximately

During 2012, the U.S. ethylene industry increased its capacity to use ethane as a feedstock by approximately 10% to 1.1 MMBPD. We believe the U.S. ethylene industry could consume approximately 250 MBPD of additional ethane feedstocks over the next three years through modifications and expansions of and the elimination of bottlenecks at existing facilities. In addition, several petrochemical companies have announced plans to construct additional world-scale ethylene plants in the U.S. in the coming years.

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