Obligation Enterprise Product Operations 4.95% ( US29379VBF94 ) en USD

Enterprise Product Operations

100 % ▲

Etas-Unis

US29379VBF94 ( en USD )

4.95% par an ( paiement semestriel )

15/10/2054

Prospectus brochure de l'obligation Enterprise Products Operating US29379VBF94 en USD 4.95%, échéance 15/10/2054

1 000 USD

400 000 000 USD

29379VBF9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/10/2025 ( Dans 89 jours )

Enterprise Products Operating L.L.C. est une société américaine de transport et de stockage d'énergie, possédant et exploitant un vaste réseau d'oléoducs, de gazoducs, de terminaux de stockage et d'installations de traitement.

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VBF94, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2054

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VBF94, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VBF94, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d787803d424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-189050
333-189050-01
CALCULATION OF REGISTRATION FEE

Amount
Title of Each Class of
to be
Amount of
Securities to Be Registered

Registered

Registration Fee
Unsecured Senior Notes
$2,750,000,000
$319,550(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 October 3, 2014 in connection with the securities offered under Registration Statement File Nos. 333-189050 and 333-
189050-01 by means of this prospectus supplement.
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 June 3, 2013)

Enterprise Products Operating LLC
$800,000,000 2.55% Senior Notes due 2019
$1,150,000,000 3.75% Senior Notes due 2025
$400,000,000 4.95% Senior Notes due 2054
$400,000,000 4.85% Senior Notes due 2044
Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of four series of senior notes. The senior notes due 2019, which we refer to as "2019 notes," will bear interest at the rate of
2.55% per year and will mature on October 15, 2019. The senior notes due 2025, which we refer to as "2025 notes," will bear interest at the rate of 3.75% per year and will mature on
February 15, 2025. The senior notes due 2054, which we refer to as "2054 notes," will bear interest at the rate of 4.95% per year and will mature on October 15, 2054. The senior notes
due 2044, which we refer to as "2044 notes," will bear interest at the rate of 4.85% per year and will mature on March 15, 2044. We refer to the 2019 notes, the 2025 notes, the 2054
notes and the 2044 notes, collectively, as the "notes."
We will pay interest on the 2019 notes on April 15 and October 15 of each year, beginning on April 15, 2015. We will pay interest on the 2025 notes on February 15 and August
15 of each year, beginning on February 15, 2015. We will pay interest on the 2054 notes on April 15 and October 15 of each year, beginning on April 15, 2015. We will pay interest on
the 2044 notes on March 15 and September 15 of each year, with the next interest payment being due on March 15, 2015.
The 2044 notes offered hereby will be part of the same series of notes as the $1.0 billion aggregate principal amount of 4.85% senior notes due 2044 issued and sold by us on
March 18, 2013.
We may redeem some or all 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 equally with all 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-14 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.
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5

2019 Notes

2025 Notes

2054 Notes

2044 Notes

Per Note
Total Per Note
Total Per Note
Total Per Note
Total
Public Offering Price(1)(2)
99.981% $799,848,000 99.681% $1,146,331,500 98.356% $393,424,000 100.836% $403,344,000
Underwriting Discount

0.600% $ 4,800,000
0.650% $
7,475,000
0.875% $ 3,500,000
0.875% $ 3,500,000
Proceeds to Enterprise Products Operating LLC
(before expenses)
99.381% $795,048,000 99.031% $1,138,856,500 97.481% $389,924,000 99.961% $399,844,000
(1) Plus accrued interest from October 14, 2014, if settlement occurs after that date, for the 2019 notes, the 2025 notes and the 2054 notes.
(2)
Plus accrued interest from September 15, 2014 for the 2044 notes (the most recent interest payment date for the 2044 notes).
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 October 14, 2014.

Joint Book-Running Managers

Citigroup
BofA Merrill Lynch

DNB Markets

J.P. Morgan

Morgan Stanley

RBS

Scotiabank

UBS Investment Bank
Co-Managers

Barclays
Deutsche Bank Securities
SunTrust Robinson Humphrey
Mizuho Securities
Credit Suisse

MUFG

RBC Capital Markets
US Bancorp
Wells Fargo Securities

BBVA
SMBC Nikko
The date of this prospectus supplement is October 2, 2014.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary
S-1
Risk Factors
S-14
Use of Proceeds
S-18
Capitalization
S-19
Description of the Notes
S-21
Certain U.S. Federal Income Tax Consequences
S-28
Certain ERISA Considerations
S-34
Underwriting
S-36
Legal Matters
S-39
Experts
S-39
Information Incorporated by Reference
S-40
Forward-Looking Statements
S-40
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
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
Where You Can Find More Information

51
Forward-Looking Statements

52
Legal Matters

53
Experts

53
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 October 14, 2014, which is the seventh business day
following the date of pricing of the notes (such settlement being referred to as "T+7"). 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 three
succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+7, 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
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-14 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 "Summary -- 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
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
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 diversified midstream energy operations include:

· natural gas gathering, treating, processing, transportation and storage;

· NGL transportation, fractionation, storage and terminals;

· crude oil gathering, transportation, storage and terminals;

· propylene fractionation, butane isomerization, octane enhancement and high-purity isobutylene facilities;

· petrochemical and refined products transportation, storage and terminals;

· Gulf of Mexico offshore production hub platforms; and

S-1
Table of Contents
· a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems and in the

Gulf of Mexico.
Our assets currently include approximately: 52,000 miles of onshore and offshore pipelines; 220 million barrels ("MMBbls") of storage
capacity for NGLs, petrochemicals, refined products and crude oil; 14 billion cubic feet ("Bcf") of natural gas storage capacity; 24 natural gas
processing plants; and 22 NGL and propylene fractionators. Our overall storage capacity amount includes approximately 24 MMBbls of
combined active storage capacity for crude oil, refined products and NGLs at the Houston, Texas and Beaumont, Texas terminals owned by
Oiltanking Partners, L.P. ("Oiltanking"). As further described in "--Recent Developments" beginning on page S-3, we acquired the general
partner of Oiltanking along with 66% of Oiltanking's limited partner interests on October 1, 2014, and Oiltanking and its general partner
became consolidated subsidiaries of ours.
For the year ended December 31, 2013 and the six months ended June 30, 2014, Enterprise Parent had consolidated revenues of $47.7
billion and $25.4 billion, operating income of $3.5 billion and $1.9 billion, and net income of $2.6 billion and $1.5 billion, respectively.
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
approximately 160 MMBbls of storage capacity and (iv) 15 NGL fractionators. This segment also includes our liquefied petroleum gas
("LPG") export terminal operations. 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.
Onshore Natural Gas Pipelines & Services. Our Onshore Natural Gas Pipelines & Services business segment includes approximately
19,600 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.
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
Onshore Crude Oil Pipelines & Services. Our Onshore Crude Oil Pipelines & Services business segment includes crude oil pipelines
aggregating approximately 5,200 miles and crude oil and related product storage facilities with approximately 34 MMBbls of storage capacity.
This segment also includes our crude oil marketing and trucking activities.
As of October 1, 2014, our crude oil and related product storage capacity for this segment includes approximately 18.0 MMBbls of
capacity at Oiltanking's Houston terminal, which is principally used for crude oil storage. As of December 31, 2013, crude oil volumes
accounted for approximately 78% of the contracted storage capacity at this terminal, with the balance consisting of heavy petrochemical
feedstocks (16%), refined petroleum products (4%) and fuel oil (2%). Oiltanking's Houston terminal has waterfront access on the Houston
Ship

S-2
Table of Contents
Channel, consisting of six deep-water ship docks and two barge docks. Our LPG export terminal, the activities of which are classified within
our NGL Pipelines & Services business segment, is located at Oiltanking's Houston terminal.
Petrochemical & Refined Products Services. Our Petrochemical & Refined Products Services business
segment includes:

· seven propylene fractionation facilities, propylene pipelines aggregating approximately 680 miles, and related petrochemical

marketing activities;

· a butane isomerization facility and related 70-mile pipeline system;

· octane enhancement and high-purity isobutylene production facilities;

· approximately 4,200 miles of refined products pipelines, 26 MMBbls of refined products storage capacity, and related marketing

activities; and

· marine transportation services.
As of October 1, 2014, our refined products storage capacity includes 6 MMBbls of tank capacity at Oiltanking's Beaumont terminal
located on the Neches River. The principal products handled at this terminal are refined products, which accounted for approximately 99% of
its utilization as of December 31, 2013.
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 1,100 miles of offshore crude oil
pipelines and six offshore hub platforms.
Recent Developments
Enterprise Parent Acquires the General Partner and LP Interests in Oiltanking; Proposes Merger of Oiltanking
On October 1, 2014, Enterprise Parent announced that it had acquired the general partner and related incentive distribution rights of
Oiltanking and 15,899,802 common units and 38,899,802 subordinated units of Oiltanking (the acquisition of such interests being referred to
collectively as the "Oiltanking GP Purchase") that were held by Oiltanking Holding Americas, Inc. ("OTA"). Enterprise Parent paid total
consideration of approximately $4.41 billion to OTA comprised of $2.21 billion in cash and 54,807,352 Enterprise Parent common units. We
also paid $228 million to assume notes receivable issued by Oiltanking or its subsidiaries. Enterprise Parent contributed all of the interests in
the general partner of Oiltanking and the common units and subordinated units of Oiltanking to us immediately after the Oiltanking GP
Purchase.
Upon payment of Oiltanking's distribution with respect to the third quarter of 2014, which is expected to be paid in mid-November
2014, the subordination period with respect to the Oiltanking subordinated units will end. At that time, the subordinated units will convert into
common units on a one-for-one basis. Upon conversion, we will own 54,799,604 Oiltanking common units, or approximately 66 percent of its
outstanding common units.
In a second step, Enterprise Parent has submitted a proposal to the conflicts committee of the general partner of Oiltanking to merge
Oiltanking with a subsidiary of Enterprise Parent (the "Proposed Merger"). Under the terms of the Proposed Merger, Enterprise Parent would
exchange 1.23 Enterprise Parent common units for each Oiltanking common unit. This proposed consideration represents an at-market value
for Oiltanking common units based upon the volume weighted average trading prices of both Oiltanking and Enterprise Parent on September
30, 2014. The total consideration for this proposal would be $1.4 billion. The total consideration for step 1 and step 2, as proposed, would be
approximately $6.0 billion.

http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
S-3
Table of Contents
Oiltanking owns marine terminals on the Houston Ship Channel and the Port of Beaumont with a total of twelve ship and barge docks
and approximately 24 million barrels of crude oil and petroleum products storage capacity on the Texas Gulf Coast.
Oiltanking's marine terminal on the Houston Ship Channel is connected with our Mont Belvieu facility and integral to our growing LPG
export, octane enhancement and propylene businesses. We have loaded or unloaded over 3,500 ships with more than 600 million barrels of
LPG across Oiltanking's docks over the past thirty-one years. Our Enterprise Crude Houston ("ECHO") facilities are also connected to
Oiltanking's system.
We are Oiltanking's largest customer, representing approximately 30 percent of Oiltanking's 2013 revenue. We estimate that
approximately 40 percent of Oiltanking's 2013 earnings before interest, taxes, depreciation and amortization were attributable to us.
This proposed combination would convert essential dock and land access associated with our LPG export and octane enhancement
businesses from a services agreement to ownership. These two businesses accounted for approximately 10 percent of our gross operating
margin in 2013. We expect the contribution from these two businesses to increase in association with volume growth related to the completion
of expansions of our LPG export facility in 2015 and 2016 and improvements to our octane enhancement facility in 2015. Upon completion of
the expansions of our LPG export facility in 2016, we estimate that we will have over $1.5 billion of assets on land currently owned by
Oiltanking.
We paid $228 million to an affiliate of OTA to purchase notes receivable and accrued interest thereon due from Oiltanking and its
subsidiaries. These notes include: (1) the $125 million 4.55% note payable by Oiltanking Houston, L.P. due 2022; (2) the $50 million 5.435%
note payable by Oiltanking Houston, L.P. due 2023; (3) the outstanding $37 million balance associated with Oiltanking's $150 million
revolving credit facility with a maturity date of November 30, 2017; and (4) the remaining notes payable outstanding. The assigned notes and
credit facility have been amended to reflect us as the lender. The material terms of these amended notes and credit facility are substantially the
same as those of the previous notes and credit facility.
We funded the total cash consideration of $2.44 billion using a new $1.5 billion 364-Day Revolving Credit Agreement as described
below, borrowings under our commercial paper facility and cash on hand. The new 364-Day Revolving Credit Facility matures in September
2015.
OTA is wholly owned by an affiliate of Oiltanking GmbH, the world's second largest independent storage provider for crude oil, refined
products, liquid chemicals and gases. Christian Flach has been named as a director of Enterprise Parent's general partner. Dr. Flach is
managing director of Oiltanking GmbH and was formerly chairman of the board of the general partner of Oiltanking.
The terms of the Proposed Merger will be subject to negotiation, review and approval by the board of directors of the general partner of
Enterprise Parent, and the conflicts committee of the board of directors of the general partner of Oiltanking. The Proposed Merger will also be
subject to approval by holders of Oiltanking common units in accordance with the Oiltanking partnership agreement. We cannot predict
whether the terms of a potential combination will be agreed upon by the conflicts committee of the board of directors of the general partner of
Oiltanking or the board of directors of the general partner of Enterprise Parent.
Entry Into 364-Day Credit Facility
On September 30, 2014, Enterprise entered into a 364-Day Revolving Credit Agreement among Enterprise, as Borrower, the Lenders
party thereto, Citibank, N.A, as Administrative Agent, certain financial institutions from time to time named therein, as Co-Documentation
Agents and Citibank, N.A. as Sole Lead Arranger and Sole Book Runner (the "364-Day Credit Agreement"). Under the terms of the 364-Day
Credit Agreement, Enterprise may borrow up to $1.5 billion (which may be increased by up to $200 million to $1.7 billion at Enterprise's
election, provided certain conditions are met) at a variable interest rate for a term of 364 days, subject to the terms and conditions set forth
therein.

S-4
Table of Contents
Enterprise's obligations under the 364-Day Credit Agreement are not secured by any collateral; however, they are guaranteed by
Enterprise Parent pursuant to a Guaranty Agreement. Amounts borrowed under the 364-Day Credit Agreement mature on September 29,
2015, although Enterprise may, between 15 and 60 days prior to the maturity date, elect to have the entire principal balance then outstanding
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
continued as non-revolving term loans for a period of one additional year, payable on September 29, 2016.
On a quarterly basis, in addition to interest payments on outstanding borrowings, Enterprise will pay a facility fee on each lender's
commitment irrespective of commitment usage. The facility fee amount and the applicable rate spread for both Eurodollar loans and alternate
base rate loans will vary based on Enterprise's senior debt credit rating.
The 364-Day Credit Agreement contains customary representation, warranties, covenants (affirmative and negative) and events of
default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the agreement. The 364-
Day Credit Agreement also restricts Enterprise's ability to pay cash distributions to Enterprise Parent if a default or an event of default (as
defined in the 364-Day Credit Agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result
therefrom.
Construction of Natural Gas Processing Facility and Pipelines to Serve Delaware Basin
On September 30, 2014, we announced plans to construct a new cryogenic natural gas processing plant in Eddy County, New Mexico
and associated natural gas and NGL pipeline infrastructure to facilitate growing production of NGL-rich natural gas in the Delaware Basin.
These assets are expected to begin operations in the first quarter of 2016.
The South Eddy natural gas processing plant will have an initial capacity of 200 million cubic feet per day ("MMcf/d") of natural gas,
with the potential for future expansions. Upon completion, this will bring our total natural gas processing plant capacity in the Delaware Basin
to 400 MMcf/d.
To supply the new plant, we plan to construct approximately 80 miles of natural gas gathering pipelines to complement our existing
1,500 miles of natural gas pipelines located in the Delaware Basin. We will also build a 75-mile, 12-inch diameter NGL pipeline to transport
NGLs from the South Eddy plant to our Hobbs NGL fractionation and storage facility in Gaines County, Texas. Through the connection at
Hobbs, customers will have access to our integrated network of pipelines linking them to our NGL fractionation and storage complex in Mont
Belvieu, Texas. Additionally, we plan to construct pipelines to deliver residue gas from the South Eddy plant to multiple third party pipelines.
Ninth Fractionator at Mont Belvieu, Texas Complex
On September 29, 2014 we announced that we will build a ninth NGL fractionator at our complex in Mont Belvieu, Texas. This
fractionator will have a nameplate capacity of 85 thousand barrels per day ("MBPD") and is expected to begin operations as early as January
2016.
Upon completion of the ninth NGL fractionator, we will have gross nameplate NGL fractionation capacity of 755 MBPD at Mont
Belvieu and total gross NGL fractionation capacity of approximately 1.2 million barrels per day ("MMBPD"). Generally, the operating rates
for our Hobbs fractionator and the last five fractionators built at Mont Belvieu have exceeded nameplate capacity. We will have
approximately 265 MBPD of propane production capability at Mont Belvieu upon the completion of the ninth fractionator.
We have secured the required permits and emission credits for both the ninth and a similarly-sized tenth NGL fractionator, which would
also be located at Mont Belvieu. The Mont Belvieu complex is complemented by our network of NGL supply and distribution pipelines, over
110 million barrels of underground salt dome storage capacity and access to international markets through our LPG export facility and ethane
export facility, which is currently under construction.

S-5
Table of Contents
Completion of Initial Segment of Aegis Ethane Pipeline
On September 29, 2014, we announced that construction of the first segment of our Aegis pipeline between Mont Belvieu and
Beaumont, Texas was completed and is ready to commence ethane deliveries to petrochemical customers. This 60-mile segment of 20-inch
diameter pipeline is part of the 270-mile Aegis ethane pipeline that, when complete, will create a 500-mile header system that stretches from
Corpus Christi, Texas to the Mississippi River in Louisiana. Including our existing South Texas infrastructure, this system is now in service
from Corpus Christi to Beaumont.
The remainder of the Aegis pipeline will be completed in two phases. The next segment between Beaumont and Lake Charles, Louisiana
is scheduled for completion in the third quarter of 2015. The final segment from Lake Charles to the Mississippi River is expected to be
completed by the end of 2015. The Aegis pipeline will have a capacity expandable to 425 MBPD.
The Aegis Pipeline is supported by long-term commitments with shippers who have executed agreements in excess of 200 MBPD. We
continue to receive strong interest for additional capacity.
Open Season for Proposed Bakken-to-Cushing Crude Oil Pipeline
On September 4, 2014, we announced the start of a binding open commitment period to determine shipper demand for capacity on a
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
proposed new pipeline that would originate in the Williston Basin of North Dakota and also serve the Powder River and Denver-Julesburg
("DJ") Basins. The 30-inch pipeline would extend approximately 1,200 miles to the Cushing hub in Oklahoma and is currently designed to
have an initial transportation capacity of approximately 340 MBPD of crude oil, expandable to more than 700 MBPD.
The Bakken-to-Cushing pipeline would have the capability to transport up to six grades of crude oil and products, including Rockies
Condensate and Processed Condensate. Subject to sufficient customer commitments, the pipeline is expected to begin service in stages,
starting with the DJ-to-Cushing portion in the fourth quarter of 2016, and should be fully operational by the third quarter of 2017.
The open commitment period is scheduled to close on October 17, 2014 at 5:00 p.m. Central Time.
Two-for-One Split of Limited Partner Units
On July 15, 2014, Enterprise Parent announced that its general partner approved a two-for-one split of Enterprise Parent's common
units, to be accomplished by distributing one additional common unit for each common unit outstanding. The additional common units were
distributed on August 21, 2014 to holders of record as of the close of business on August 14, 2014.
Although the Enterprise Parent common unit information contained in this prospectus supplement is presented on a post-split basis, all
such information (and related per unit data) contained in the accompanying prospectus and in the historical documents incorporated by
reference herein dated prior to August 21, 2014 are presented on a pre-split basis. As a result of the common unit split, all historical common
unit information (and related per unit data) presented in future financial statements will be retroactively adjusted.
SEKCO Oil Pipeline Completed
In July 2014, we announced that the SEKCO Oil Pipeline was mechanically complete and began earning revenues July 1, 2014. The
SEKCO Oil Pipeline is owned by Southeast Keathley Canyon Pipeline Company, L.L.C., which is 50/50 owned by us and Genesis Energy,
L.P.
The SEKCO Oil Pipeline is a 149-mile crude oil gathering pipeline serving producers in the Lucius oil and gas field located in the
southern Keathley Canyon area of the deepwater central Gulf of Mexico. The new pipeline connects the third-party owned Lucius-truss spar
floating production platform to an existing junction platform at South Marsh Island 205, which is part of our Poseidon Oil Pipeline System.
We serve as operator of the SEKCO Oil Pipeline, which has a capacity of 115 MPBD.

S-6
Table of Contents
Seaway Crude Oil Pipeline Loop Completed
In June 2014, Seaway Crude Pipeline Company LLC ("Seaway") completed a pipeline looping project involving its Longhaul System.
This expansion project entailed the construction of an additional 512-mile, 30-inch pipeline that will transport crude oil southbound from the
Cushing hub to Seaway's Jones Creek terminal. With the looping project complete, the aggregate transportation capacity of the Longhaul
System is expected to be up to approximately 850 MBPD, depending on the type and mix of crude oil being transported and other variables.
Seaway's Jones Creek terminal is connected to our ECHO crude oil storage facility located in Houston, Texas by a 65-mile, 36-inch
pipeline. Construction of a 100-mile, 30-inch pipeline from ECHO to Beaumont/Port Arthur, Texas, was also completed in July 2014. These
new pipeline construction projects complement ongoing expansion activities at ECHO, which include the completion of three new storage
tanks during the second quarter of 2014. Commissioning of the looping project, as well as the new pipeline from ECHO to Beaumont/Port
Arthur will continue throughout the fourth quarter of 2014.
Marine Terminal Begins Exporting Refined Products
In May 2014, we began loading cargoes of refined products for export on our reactivated marine terminal in Beaumont, Texas. Located
on the Neches River, the terminal can load at rates up to 15,000 barrels per hour. The facility includes a dock that can accommodate Panamax
size vessels with a 40-foot draft and has a capacity of up to 400,000 barrels. The terminal has access to more than 12.0 MMBbls of refined
products storage and receives products from eight refineries, representing approximately 3.3 MMBPD of capacity, as well as the Colonial
Pipeline.
The costs for improvements and modifications required to resume operations at the terminal, which included channel dredging, new
pipeline construction, and the installation of new loading arms and vapor recovery systems, are supported by shipper commitments. Future
plans for the Beaumont refined products terminal include the addition of a second dock and significant on-site storage for blending
components. With its strategic location and enhanced capabilities, the Beaumont marine terminal provides optionality for customers, allowing
them to capture added value from the evolving fundamentals of the domestic and international refined products markets.
Plans to Construct Ethane Export Facility on Houston Ship Channel
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
In April 2014, we announced plans to construct a fully refrigerated ethane export facility on the U.S. Gulf Coast. The new facility, which
is located on the Houston Ship Channel, is expected to have an aggregate loading rate of approximately 10,000 barrels per hour and is
supported by long-term contracts. We expect the ethane export facility to begin operations in the third quarter of 2016.
Our ethane export facility will provide new markets for domestically-produced ethane, and will assist U.S. producers in increasing their
associated production of natural gas and crude oil. We estimate that U.S. ethane production capacity currently exceeds U.S. demand by 300
MBPD and could exceed demand by up to 700 MBPD by 2020, after considering the estimated incremental demand from new ethylene
facilities that have been announced.
The ethane export facility will be integrated with our Mont Belvieu complex, which includes over 650 MBPD of NGL fractionation
capacity and approximately 110 MMBbls of NGL storage capacity. Our Mont Belvieu complex receives NGL supplies from several major
producing basins across the U.S., including the Marcellus and Utica Shales via our recently completed Appalachia-to-Texas Express
("ATEX") ethane pipeline. We believe that our integrated NGL system offers supply assurance and diversification for the ethane export
facility.
Front Range Pipeline Begins Operations
Our Front Range Pipeline commenced operations in February 2014. This 435-mile pipeline transports NGLs originating from the DJ
Basin in Weld County, Colorado to Skellytown, Texas in Carson County. With connections

S-7
Table of Contents
to our Mid-America Pipeline System and Texas Express Pipeline, the Front Range Pipeline provides producers in the DJ Basin with access to
the Gulf Coast, which is the largest NGL market in the U.S. Initial throughput capacity for the Front Range Pipeline is 150 MBPD, which
could be expanded to approximately 230 MBPD with certain system modifications. The Front Range Pipeline is owned by Front Range
Pipeline LLC, which is a joint venture among us and affiliates of DCP Midstream Partners LP and Anadarko Petroleum Corporation. We
operate the Front Range Pipeline and own a one-third member interest in Front Range Pipeline LLC.
ATEX Pipeline Begins Operations
Our ATEX pipeline, which commenced operations in January 2014, transports ethane primarily southbound from NGL fractionation
plants located in Pennsylvania, West Virginia and Ohio to our Mont Belvieu storage complex. The ethane extracted by these fractionation
facilities originates from the Marcellus and Utica Shale production areas. In addition to newly constructed pipeline segments, significant
portions of the ATEX pipeline consist of segments that were formerly used in refined products transportation service by our TE Products
Pipeline. Initial throughput capacity for the ATEX pipeline is 125 MBPD, which could be expanded to approximately 265 MBPD with certain
system modifications.
The ATEX pipeline terminates at our Mont Belvieu storage facility, which includes approximately 110 MMBbls of NGL and petroleum
liquid storage capacity and an extensive pipeline distribution system. With the addition of our Aegis pipeline (as discussed previously) we will
link Marcellus and Utica Shale-produced ethane to existing ethylene production facilities along the U.S. Gulf Coast and provide supply
security to support construction of new third-party ethylene plants currently planned in Texas and Louisiana. Also, ethane volumes delivered
to Mont Belvieu via the ATEX pipeline may support our recently announced ethane export facility.
Expansion of Houston Ship Channel LPG Export Terminal
We provide customers with LPG export services at our marine terminal located at Oiltanking's facility on the Houston Ship Channel.
This terminal has the capability to load cargoes of fully refrigerated, low-ethane propane and/or butane onto multiple tanker vessels
simultaneously. In March 2013, we completed an expansion project at this terminal that increased its loading capability from 4.0 MMBbls per
month to 7.5 MMBbls per month. Our LPG export services continue to benefit from increased NGL supplies produced from domestic shale
plays such as the Eagle Ford Shale and strong international demand for propane as a feedstock in ethylene plant operations and for power
generation and heating purposes.
In September 2013, we announced an expansion project at this LPG export terminal that is expected to increase its ability to load
cargoes from 7.5 MMBbls per month to approximately 9.0 MMBbls per month. This expansion project is expected to be completed in the first
quarter of 2015.
In January 2014, we announced a further expansion of this LPG export terminal that is expected to increase its ability to load cargoes
from approximately 9.0 MMBbls per month to in excess of 16.0 MMBbls per month. Once this expansion project is completed, we expect our
maximum loading capacity at this export terminal will be approximately 27,000 barrels per hour. The expanded LPG export terminal is
expected to be in service by the end of 2015 and is supported by long-term LPG export agreements.
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

424B5
Mid-America Pipeline System's Rocky Mountain Expansion Project Begins Operations
In January 2014, we announced the completion of an expansion project involving the Rocky Mountain pipeline of our Mid-America
Pipeline System. This expansion project involved looping 265 miles of the Rocky Mountain pipeline, as well as related pump station
modifications, which increased transportation capacity on the pipeline from approximately 275 MBPD to 350 MBPD (after taking into
account shipper commitments to the

S-8
Table of Contents
expansion project). This expansion project was built to accommodate growing natural gas and NGL production from major supply basins in
Colorado, New Mexico, Utah and Wyoming.
Organizational Structure
The following chart depicts our organizational structure and approximate ownership as of October 1, 2014.

(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 45,120,000 common units (on a post-split basis) owned by a privately held affiliate of EPCO currently subject to a
distribution waiver agreement.
http://www.sec.gov/Archives/edgar/data/1061219/000119312514363456/d787803d424b5.htm[10/6/2014 9:25:36 AM]

Document Outline

#1">
- #1">