Bond Enterprise Product Operations 2.8% ( US29379VBX01 ) in USD

Enterprise Product Operations

100 % ▲

United States

US29379VBX01 ( in USD )

2.8% per year ( payment 2 times a year)

31/01/2030

Prospectus brochure of the bond Enterprise Products Operating US29379VBX01 en USD 2.8%, maturity 31/01/2030

1 000 USD

1 250 000 000 USD

29379VBX0

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

31/01/2026 ( In 47 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.

Enterprise Products Operating issued a USD 1,250,000,000 bond (CUSIP: 29379VBX0, ISIN: US29379VBX01) maturing January 31, 2030, with a 2.8% coupon rate, paying semi-annually, currently trading at 100% of par, minimum purchase 1,000, rated BBB+ by S&P and Baa1 by Moody's.

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-230066
333-230066-01

CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class
Aggregate
Amount of
to be Registered

Offering Price
Registration Fee(1)
Unsecured Senior Notes
$3,000,000,000
$389,400

(1)
The filing fee, calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, has been transmitted to the Securities and
Exchange Commission in connection with the securities offered under Registration Statement File Nos. 333-230066 and 333-230066-01 by means of
this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 5, 2019)

Enterprise Products Operating LLC
$1,000,000,000 2.800% Senior Notes due 2030
$1,000,000,000 3.700% Senior Notes due 2051
$1,000,000,000 3.950% Senior Notes due 2060
Unconditionally Guaranteed by
Enterprise Products Partners L.P.

This prospectus supplement relates to our offering of three series of senior notes. The senior notes due 2030, which we refer to as "2030 notes," will bear
interest at the rate of 2.800% per year and will mature on January 31, 2030. The senior notes due 2051, which we refer to as "2051 notes," will bear interest at the rate
of 3.700% per year and will mature on January 31, 2051. The senior notes due 2060, which we refer to as "2060 notes," will bear interest at the rate of 3.950% per year
and will mature on January 31, 2060. We refer to the 2030 notes, the 2051 notes and the 2060 notes, collectively, as the "notes."
We will pay interest on the 2030 notes on January 31 and July 31 of each year, beginning on July 31, 2020. We will pay interest on the 2051 notes on January 31
and July 31 of each year, beginning on July 31, 2020. We will pay interest on the 2060 notes on January 31 and July 31 of each year, beginning on July 31, 2020.
We may redeem some or all of the notes of each series at any time at the applicable redemption prices described in "Description of the Notes--Optional
Redemption."
The notes are unsecured and will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness. The notes will be guaranteed
by our parent, Enterprise Products Partners L.P., on an unsecured and unsubordinated basis, and in certain circumstances may be guaranteed in the future on the same
basis by one or more of our subsidiaries.
The notes will not be listed on any securities exchange.

Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement
and on page 3 of the accompanying prospectus.
Neither the United States 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.

2030 Notes

2051 Notes

2060 Notes

Per note
Total
Per note
Total
Per note
Total

Public Offering Price(1)
99.921% $999,210,000 99.413% $994,130,000 99.360% $993,600,000
Underwriting Discount
0.650% $
6,500,000 0.875% $
8,750,000 0.875% $
8,750,000
Proceeds to Enterprise Products Operating LLC (before expenses)
99.271% $992,710,000 98.538% $985,380,000 98.485% $984,850,000
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(1)
Plus accrued interest from January 15, 2020, 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
January 15, 2020.

Joint Book-Running Managers
Citigroup
Barclays
SunTrust Robinson Humphrey
Wells Fargo Securities
Credit Suisse
J.P. Morgan
Mizuho Securities
RBC Capital Markets
SMBC Nikko
US Bancorp

Co-Managers

BBVA

BMO Capital Markets

BofA Securities

Credit Agricole CIB
Deutsche Bank Securities

Morgan Stanley

MUFG

PNC Capital Markets LLC
Scotiabank

SOCIETE GENERALE

TD Securities

The date of this prospectus supplement is January 6, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-12
Capitalization
S-13
Description of the Notes
S-15
Material U.S. Federal Income Tax Consequences
S-22
Certain ERISA Considerations
S-27
Underwriting
S-30
Legal Matters
S-35
Experts
S-35
Information Incorporated By Reference
S-35
Forward-Looking Statements
S-36
Prospectus

About this Prospectus
1
Our Company
1
Risk Factors
3
Use of Proceeds
4
Description of Debt Securities
5
Description of our Common Units
20
Cash Distribution Policy
23
Description of our Partnership Agreement
24
Material Tax Consequences
31
Investment in Common Units or Debt Securities by Employee Benefit Plans
49
Plan of Distribution
51
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Where You Can Find More Information
52
Incorporation by Reference
52
Forward-Looking Statements
53
Legal Matters
54
Experts
54

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Important Notice About Information in This
Prospectus Supplement and the Accompanying Prospectus
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of notes and certain terms of the
notes and the guarantee. The second part is the accompanying prospectus, which describes certain terms of the Indenture (as defined under "Description of
the Notes") 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 additional or different 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 January 15, 2020, 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 two 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 on any subsequent date that is prior to the second
trading day preceding the date on which we deliver the notes to the underwriters for the offering 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.

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SUMMARY
This summary highlights information from this prospectus supplement and the accompanying prospectus to help you understand our business,
the notes and the guarantee. It does not contain all of the information that is important to you. You should read carefully this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference for a more complete understanding of this offering and our
business. You should read "Risk Factors" beginning on page S-7 of this prospectus supplement and page 3 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 consolidated 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 and operating results presented in this prospectus supplement are
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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 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, petrochemicals and refined products. 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 ("U.S."), Canada and the Gulf of Mexico with domestic consumers and
international markets. Our midstream energy operations currently include: natural gas gathering, treating, processing, transportation and storage; NGL
transportation, fractionation, storage, and export and import terminals (including those used to export liquefied petroleum gases ("LPG") and ethane);
crude oil gathering, transportation, storage, and export and import terminals; petrochemical and refined products transportation, storage, export and
import terminals, and related services; and a marine transportation business that operates primarily on the U.S. inland and Intracoastal Waterway
systems.
Our assets currently include approximately: 50,000 miles of pipelines; 260 million barrels ("MMBbls") of storage capacity for NGLs, crude oil,
petrochemicals and refined products; and 14 billion cubic feet ("Bcf") of

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natural gas storage capacity. In addition, our asset portfolio includes 24 natural gas processing plants, 23 NGL and propylene fractionators, a butane
isomerization complex, a propane dehydrogenation facility, octane enhancement and high-purity isobutylene production facilities and LPG, ethane,
refined products and crude oil export terminals.
For the year ended December 31, 2018 and the nine months ended September 30, 2019, Enterprise Parent had consolidated revenues of
$36.5 billion and $24.8 billion, respectively, operating income of $5.4 billion and $4.7 billion, respectively, and net income of $4.2 billion and
$3.6 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.
Information on Enterprise Parent's website or any other website is not incorporated by reference herein and does not constitute a part of this
prospectus.
Our Business Segments
We currently have four reportable business segments: (i) NGL Pipelines & Services; (ii) Crude Oil Pipelines & Services; (iii) Natural Gas
Pipelines & Services; and (iv) Petrochemical & Refined Products Services. 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) approximately 19,900 miles of NGL pipelines; (iii) NGL and related product storage facilities; and (iv) 16 NGL fractionators.
This segment also includes our LPG and ethane export terminals and related operations. Purity NGL products (ethane, propane, normal butane,
isobutane and natural gasoline) are used as feedstocks by the petrochemical industry, as feedstocks by refineries in the production of motor gasoline
and as fuel by industrial and residential consumers.
Crude Oil Pipelines & Services. Our Crude Oil Pipelines & Services business segment includes approximately 5,300 miles of crude oil
pipelines, crude oil storage and marine terminals, and associated crude oil marketing activities.
Natural Gas Pipelines & Services. Our Natural Gas Pipelines & Services business segment includes approximately 19,700 miles of natural gas
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pipeline systems that provide for the gathering and transportation of natural gas in Colorado, Louisiana, New Mexico, Texas and Wyoming. This
segment also includes our natural gas marketing activities.
Petrochemical & Refined Products Services. Our Petrochemical & Refined Products Services business segment includes: (i) propylene
production facilities, which include seven propylene fractionation units and a propane dehydrogenation facility, approximately 800 miles of pipelines,
and associated marketing activities; (ii) a butane isomerization complex and related deisobutanizer operations; (iii) octane enhancement and high-
purity isobutylene production facilities; (iv) refined products pipelines aggregating approximately 4,100 miles, terminals and associated marketing
activities; and (v) marine transportation activities.

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Organizational Structure
The following chart depicts our organizational structure and approximate ownership as of December 31, 2019.

(1)
Includes Enterprise Parent common units beneficially owned by certain family trusts and other EPCO affiliates. DDLLC, a private affiliate of
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EPCO that owns 100% of the membership interests in Enterprise GP, 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.

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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 those subsidiaries will
jointly and severally, fully and unconditionally, guarantee our payment obligations under the
notes. Please read "Description of the Notes--Parent Guarantee" and "--Potential Guarantee
of Notes by Subsidiaries."

Securities Offered
$1,000,000,000 aggregate principal amount of 2.800% senior notes due 2030.

$1,000,000,000 aggregate principal amount of 3.700% senior notes due 2051.
$1,000,000,000 aggregate principal amount of 3.950% senior notes due 2060.

Interest
The 2030 notes will bear interest at 2.800% per annum. The 2051 notes will bear interest at
3.700% per annum. The 2060 notes will bear interest at 3.950% per annum. All interest on
the 2030 notes, the 2051 notes and the 2060 notes will accrue from and including January 15,
2020.

Interest Payment Dates
Interest on the 2030 notes will be paid in cash semi-annually in arrears on January 31 and
July 31 of each year, beginning on July 31, 2020.

Interest on the 2051 notes will be paid in cash semi-annually in arrears on January 31 and

July 31 of each year, beginning on July 31, 2020.

Interest on the 2060 notes will be paid in cash semi-annually in arrears on January 31 and

July 31 of each year, beginning on July 31, 2020.

Maturity
2030 notes -- January 31, 2030.

2051 notes --January 31, 2051.

2060 notes -- January 31, 2060.

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Use of Proceeds
We will receive aggregate net proceeds of approximately $2.96 billion from the sale of the
notes to the underwriters after deducting the underwriting discounts and other estimated
offering expenses payable by us. We expect to use the net proceeds of this offering for (i) the
repayment of debt (including the repayment of amounts outstanding under our commercial
paper program and payment of our $500 million principal amount of Senior Notes Q due
January 2020 ("Senior Notes Q") and $1.0 billion principal amount of Senior Notes Y due
September 2020 ("Senior Notes Y"), at their respective maturities) and (ii) for general
company purposes, including for organic growth capital expenditures. Certain of the
underwriters or their affiliates may hold our commercial paper notes, our Senior Notes Q
and/or our Senior Notes Y to be repaid with proceeds from this offering 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.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with
all of our other existing and future unsecured and unsubordinated indebtedness. Please read
"Description of the Notes--Ranking."

Optional Redemption
We may redeem, at our option, all or part of the 2030 notes at any time prior to October 31,
2029 (three month(s) prior to their maturity date) (the "2030 notes Par Call 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 2030 notes at any time on or after the 2030 notes Par
Call 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 2051 notes at any time prior to July 31,
2050 (six month(s) prior to their maturity date) (the "2051 notes Par Call 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 2051 notes at any time on or after the 2051 notes Par
Call 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 2060 notes at any time prior to July 31,
2059 (six month(s) prior to their maturity date) (the "2060 notes Par Call 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 2060 notes at any time on or after the 2060 notes Par
Call Date at a price of 100% of the principal amount thereof plus accrued and unpaid interest
to the date of redemption.

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Table of Contents
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 with Wells Fargo Bank, National Association, 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-7 of this prospectus
supplement and on page 3 of the accompanying prospectus and the other information
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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 of
$1,000 in excess 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.

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RISK FACTORS
An investment in our notes involves certain risks. You should carefully consider the risks described below in addition to the risks described under
"Risk Factors" in the accompanying prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2018, which report is incorporated
by reference herein, as well as the other information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus before making an investment decision. If any of these risks were to materialize, our business, results of operations, cash flows and financial
condition could be materially adversely affected. In that case, the value of our notes could decline, and you could lose part or all of your investment.
Risks Related to Our Business
Our debt level may limit our future financial and operating flexibility.
On an as adjusted basis after giving effect to this senior notes offering and the application of the net proceeds therefrom, as well as the repayment at
maturity of our Senior Notes LL due October 2019, as of September 30, 2019, Enterprise Parent had approximately $27.25 billion principal amount of
consolidated senior long-term debt outstanding, $2.65 billion in principal amount of junior long-term subordinated debt outstanding and no short-term
commercial paper notes outstanding. The amount of our future debt could have significant effects on our operations, including, among other things:

·
a substantial portion of our cash flow could be dedicated to the payment of principal and interest on our future debt and may not be available

for other purposes, including the payment of distributions on Enterprise Parent's common units and capital expenditures;

·
credit rating agencies may take a negative view of our consolidated debt level;

·
covenants contained in our existing and future credit and debt agreements will require us to continue to meet financial tests that may

adversely affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

·
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be

impaired or such financing may not be available on favorable terms;

·
we may be at a competitive disadvantage relative to similar companies that have less debt; and

·
we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.
Our public debt indentures currently do not limit the amount of future indebtedness that we can incur, assume or guarantee. Although our credit
agreements restrict our ability to incur additional debt above certain levels, any debt we may incur in compliance with these restrictions may still be
substantial.
Our credit agreements and each of the indentures related to our public debt instruments include traditional financial covenants and other restrictions.
For example, Enterprise Parent is prohibited from making distributions to its partners if such distributions would cause an event of default or otherwise
violate a covenant under our credit agreements. A breach of any of these restrictions by us or Enterprise Parent could permit our lenders or noteholders, as
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applicable, to declare all amounts outstanding under these debt agreements to be immediately due and payable and, in the case of our credit agreements, to
terminate all commitments to extend further credit.
Our ability to access capital markets to raise capital on favorable terms could be affected by our debt level, when such debt matures, and by
prevailing market conditions. Moreover, if the rating agencies were to downgrade our credit ratings, we could experience an increase in our borrowing
costs, difficulty accessing capital markets and/or a reduction in the market price of Enterprise Parent's common units. Such a development could adversely
affect our ability to obtain financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness. If we are unable to
access the capital markets on favorable terms in the future, we might be forced to seek extensions for some of our short-term debt obligations or to
refinance some of our

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debt obligations through bank credit, as opposed to long-term public debt securities or equity securities. The price and terms upon which we might receive
such extensions or additional bank credit, if at all, could be more onerous than those contained in our existing debt agreements. Any such arrangements
could, in turn, increase the risk that our leverage may adversely affect our future financial and operating flexibility.
Risks Related to the Notes
The notes are pari passu with a substantial portion of our other unsecured senior indebtedness.
Our payment obligations under the notes are unsecured and pari passu in right of payment with a substantial portion of our current and future
indebtedness, including our indebtedness for borrowed money, indebtedness evidenced by bonds, debentures, notes or similar instruments, obligations
arising from or with respect to guarantees and direct credit substitutes, obligations associated with hedges and derivative products, capitalized lease
obligations, and other senior indebtedness.
The Indenture does not limit our ability to incur additional indebtedness and other obligations, including indebtedness and other obligations that rank
senior to or pari passu with the notes. On an as adjusted basis after giving effect to this senior notes offering and the application of the net proceeds
therefrom, as well as the repayment at maturity of our Senior Notes LL due October 2019, at September 30, 2019, the principal amount of direct long-term
indebtedness (including current maturities) of Enterprise that would be pari passu with the notes totaled approximately $27.25 billion and there would be
no principal amount of direct short-term indebtedness of Enterprise that would be pari passu with the notes. As discussed below, the notes will also be
effectively subordinated to all of our subsidiaries' and unconsolidated affiliates' existing and future indebtedness and other obligations, other than any
subsidiaries that may guarantee the notes in the future. At September 30, 2019, indebtedness of our consolidated subsidiaries totaled $14.6 million and that
of our unconsolidated affiliates totaled $35.7 million.
Enterprise Parent's guarantee of the notes is pari passu with all of its other senior indebtedness.
Enterprise Parent's guarantee of the notes ranks pari passu in right of payment with all of its current and future senior indebtedness, including
Enterprise Parent's indebtedness for borrowed money, indebtedness evidenced by bonds, debentures, notes or similar instruments, obligations arising from
or with respect to guarantees and direct credit substitutes, obligations associated with hedges and derivative products, capitalized lease obligations and
other senior indebtedness.
We may require cash from our subsidiaries to make payments on the notes.
We conduct the majority of our operations through our subsidiaries and unconsolidated affiliates, some of which are not wholly owned, and we rely
to a significant extent on dividends, distributions, proceeds from inter-company transactions, interest payments and loans from those entities to meet our
obligations for payment of principal and interest on our outstanding debt obligations and corporate expenses, including interest payments on the notes,
which may be subject to contractual restrictions as well as applicable state partnership and limited liability company laws and other laws and regulations.
Holders of notes should look only to our assets and the assets of Enterprise Parent, and not to the assets of any of our subsidiaries or unconsolidated
affiliates, for payments on the notes, other than any subsidiaries that may guarantee the notes in the future. If we are unable to obtain cash from such
entities to fund required payments in respect of the notes, we may be unable to make payments of principal of or interest on the notes.
The notes will be structurally subordinated to liabilities and indebtedness of our subsidiaries and effectively subordinated to any of our secured
indebtedness to the extent of the assets securing such indebtedness.
The notes are not guaranteed by our subsidiaries and our subsidiaries are generally not prohibited under the indenture from incurring additional
indebtedness. As a result, holders of the notes will be structurally subordinated to claims of third-party creditors, including holders of indebtedness, of
these subsidiaries. Claims of

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those other creditors, including trade creditors, secured creditors, governmental authorities, and holders of indebtedness or guarantees issued by the
subsidiaries, will generally have priority as to the assets of the subsidiaries over claims by the holders of the notes. As a result, rights of payment of holders
of our indebtedness, including the holders of the notes, will be structurally subordinated to all those claims of creditors of our subsidiaries.
We currently have no secured indebtedness outstanding, but holders of any secured indebtedness that we may incur in the future would have claims
with respect to our assets constituting collateral for such indebtedness that are effectively prior to any claims holders may have under the notes. In the
event of a default on such secured indebtedness or our bankruptcy, liquidation or reorganization, those assets would be available to satisfy obligations with
respect to the indebtedness secured thereby before any payment could be made on the notes.
Accordingly, any such secured indebtedness would effectively be senior to the notes to the extent of the value of the collateral securing the
indebtedness. While the indenture governing the notes places some limitations on our ability to create liens, there are significant exceptions to these
limitations that will allow us to secure some kinds of indebtedness without equally and ratably securing the notes. To the extent the value of the collateral
is not sufficient to satisfy the secured indebtedness, the holders of that indebtedness would be entitled to share with the holders of the notes and the holders
of other claims against us with respect to our other assets. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is
deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder
or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the
notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.
We may elect to redeem the notes when prevailing interest rates are lower.
As discussed in "Description of the Notes--Optional Redemption," we may redeem the 2030 notes at any time prior to the 2030 notes Par Call Date,
in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the 2030 notes to be redeemed or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the 2030 notes to
be redeemed (exclusive of interest accrued to the Redemption Date (as defined in "Description of the Notes--Optional Redemption")) that would have
been due if the 2030 notes had matured on the 2030 notes Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Yield (as defined in "Description of the Notes--Optional Redemption") plus 15 basis
points; plus, in either case, accrued and unpaid interest to the Redemption Date. On or after the 2030 notes Par Call Date, we may redeem such 2030 notes,
in whole or in part, at a price equal to 100% of the principal amount of the 2030 notes to be redeemed plus accrued and unpaid interest to the Redemption
Date.
In addition, we may redeem the 2051 notes at any time prior to the 2051 notes Par Call Date, in whole or in part, at a price equal to the greater of
(i) 100% of the principal amount of the 2051 notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal
and interest (at the rate in effect on the date of calculation of the redemption price) on the 2051 notes to be redeemed (exclusive of interest accrued to the
Redemption Date) that would have been due if the 2051 notes had matured on the 2051 notes Par Call Date, discounted to the Redemption Date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points; plus, in either case,
accrued and unpaid interest to the Redemption Date. On or after the 2051 notes Par Call Date, we may redeem such 2051 notes, in whole or in part, at a
price equal to 100% of the principal amount of the 2051 notes to be redeemed plus accrued and unpaid interest to the Redemption Date.
Furthermore, we may redeem the 2060 notes at any time prior to the 2060 notes Par Call Date, in whole or in part, at a price equal to the greater of
(i) 100% of the principal amount of the 2060 notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal
and interest (at the rate in

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effect on the date of calculation of the redemption price) on the 2060 notes to be redeemed (exclusive of interest accrued to the Redemption Date) that
would have been due if the 2060 notes had matured on the 2060 notes Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; plus, in either case, accrued and unpaid interest
to the Redemption Date. On or after the 2060 notes Par Call Date, we may redeem such 2060 notes, in whole or in part, at a price equal to 100% of the
principal amount of the 2060 notes to be redeemed plus accrued and unpaid interest to the Redemption Date.
A market may not develop for any series of the notes.
The notes of each series constitute a new issue of securities with no established trading market and will not be listed on any securities exchange. An
active market may not develop or be sustained for any series of the notes. As a result, we cannot assure you that you will be able to sell your notes or at
what price. Although the underwriters have indicated that they intend to make a market in the notes of each series, as permitted by applicable laws and
regulations, they are not obligated to do so and may discontinue that market-making at any time without notice.
https://www.sec.gov/Archives/edgar/data/1061219/000119312520003028/d101293d424b5.htm[1/7/2020 4:28:46 PM]

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