Obbligazione Enterprise Product Operations 5.25% ( US29379VBN29 ) in USD

Emittente Enterprise Product Operations
Prezzo di mercato refresh price now   99.949 USD  ▼ 
Paese  Stati Uniti
Codice isin  US29379VBN29 ( in USD )
Tasso d'interesse 5.25% per anno ( pagato 2 volte l'anno)
Scadenza 16/08/2077



Prospetto opuscolo dell'obbligazione Enterprise Products Operating US29379VBN29 en USD 5.25%, scadenza 16/08/2077


Importo minimo 1 000 USD
Importo totale 1 000 000 000 USD
Cusip 29379VBN2
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Coupon successivo 16/02/2026 ( In 62 giorni )
Descrizione dettagliata Enterprise Products Operating č una societā di trasporto, stoccaggio e trattamento di idrocarburi negli Stati Uniti, operante in un'ampia gamma di settori energetici.

L'obbligazione Enterprise Products Operating (ISIN: US29379VBN29, CUSIP: 29379VBN2), emessa negli Stati Uniti, con scadenza il 16/08/2077, quota attualmente al 98,79% del valore nominale (USD), offre un rendimento del 5,25% con pagamenti semestrali, ha una taglia totale di 1.000.000.000 USD, una taglia minima di 1.000 USD ed č valutata BBB da S&P e Baa1 da Moody's.







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424B5 1 d392278d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-211317
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class of
Amount To Be
Offering Price
Aggregate
Registration
Securities To Be Registered

Registered

Per Unit

Offering Price

Fee(1)
Junior Subordinated Notes
$1,700,000,000
100.0%
$1,700,000,000
$197,030


(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 August 8, 2017 in connection with the securities offered under Registration Statement File Nos. 333-211317 and
333-211317-01 by means of this prospectus supplement.
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated May 12, 2016)

Enterprise Products Operating LLC
$700,000,000 4.875% Junior Subordinated Notes D due August 16, 2077
$1,000,000,000 5.250% Junior Subordinated Notes E due August 16, 2077
Unconditionally Guaranteed on a Subordinated Basis by
Enterprise Products Partners L.P.


This prospectus supplement relates to our offering of two series of subordinated notes, the Junior Subordinated Notes D due August 16, 2077 (which we refer to as
"non-call 5 notes") and the Junior Subordinated Notes E due August 16, 2077 (which we refer to as "non-call 10 notes"). We refer to the non-call 5 notes and the non-
call 10 notes, collectively, as the "notes."
The non-call 5 notes will be redeemable at our option, in whole or in part, on one or more occasions, on or after August 16, 2022 at 100.000% of their principal
amount, plus any accrued and unpaid interest thereon, and will bear interest at a fixed rate of 4.875% per year up to, but not including, August 16, 2022. During this
period, interest will be payable on the non-call 5 notes semi-annually in arrears on February 16 and August 16 of each year, beginning on February 16, 2018. From, and
including, August 16, 2022, the non-call 5 notes will bear interest at a floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 298.6 basis points
(2.986%), reset quarterly. During this period, interest will be payable on the non-call 5 notes quarterly in arrears on February 16, May 16, August 16 and November 16 of
each year, beginning on November 16, 2022.
The non-call 10 notes will be redeemable at our option, in whole or in part, on one or more occasions, on or after August 16, 2027 at 100.000% of their principal
amount, plus any accrued and unpaid interest thereon, and will bear interest at a fixed rate of 5.250% per year up to, but not including, August 16, 2027. During this
period, interest will be payable on the non-call 10 notes semi-annually in arrears on February 16 and August 16 of each year, beginning on February 16, 2018. From, and
including, August 16, 2027, the non-call 10 notes will bear interest at a floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 303.3 basis points
(3.033%), reset quarterly. During this period, interest will be payable on the non-call 10 notes quarterly in arrears on February 16, May 16, August 16 and November 16 of
each year, beginning on November 16, 2027.
So long as no Event of Default has occurred and is continuing, we may defer interest payments on each series of the notes on one or more occasions for up to 10
consecutive years as described in this prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicable to
such series of notes, to the extent permitted by applicable law.
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Each series of notes is a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange and
cannot assure holders that an active after-market for the notes will develop or be sustained or that holders of the notes will be able to sell them at favorable prices or at
all.


Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-10 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.



Per non-call 5 note
Total

Per non-call 10 note
Total

Public Offering Price(1)


100.000%
$700,000,000

100.000%
$1,000,000,000
Underwriting Discount(2)


1.000%
$
7,000,000

1.000%
$
10,000,000
Proceeds to Enterprise Products Operating LLC (before
expenses)


99.000%
$693,000,000

99.000%
$ 990,000,000

(1) Plus accrued interest from August 16, 2017, if settlement occurs after that date.
(2) No commission will be paid on $25,000,000 of the non-call 10 notes being purchased by certain affiliates of Enterprise Products Partners L.P.
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
August 16, 2017.
Joint Book-Running Managers

Citigroup
Barclays
Mizuho Securities
MUFG
Credit Suisse
RBC Capital Markets
SMBC Nikko
SunTrust Robinson Humphrey
US Bancorp
Wells Fargo Securities
Co-Managers

BBVA
BofA Merrill Lynch
Deutsche Bank Securities
DNB Markets
J.P. Morgan
Morgan Stanley
Scotiabank
SOCIETE GENERALE
TD Securities
The date of this prospectus supplement is August 7, 2017.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement


Page
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-13
Capitalization
S-14
Description of the Notes
S-16
Certain U.S. Federal Income Tax Consequences
S-30
Certain ERISA Considerations
S-36
Underwriting
S-39
Legal Matters
S-43
Experts
S-43
Information Incorporated by Reference
S-44
Forward-Looking Statements
S-45

Prospectus
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Page
About this Prospectus

1
Our Company

1
Risk Factors

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Description of our Common Units

21
Cash Distribution Policy

24
Description of our Partnership Agreement

25
Material Tax Consequences

32
Investment in Common Units or Debt Securities by Employee Benefit Plans

48
Plan of Distribution

50
Where You Can Find More Information

51
Incorporation by Reference

51
Forward-Looking Statements

52
Legal Matters

53
Experts

53

S-i
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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 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 August 16, 2017, 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. Purchasers of the notes who wish to trade the notes on the date of pricing of the notes or the
next three succeeding business days should consult their own advisors.

S-ii
Table of Contents
SUMMARY

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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, 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-10 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 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, 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 import and export terminals (including those used to export liquefied petroleum gas

("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


S-1
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· a marine transportation business that operates primarily on the United States 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 natural gas storage capacity. In addition, our asset portfolio includes
27 natural gas processing plants, 22 NGL and propylene fractionators, a butane isomerization complex, NGL import and LPG and ethane export
terminals, a refined products export terminal, and octane enhancement and high-purity isobutylene production facilities.

For the year ended December 31, 2016 and the six months ended June 30, 2017, Enterprise Parent had consolidated revenues of $23.0 billion
and $13.9 billion, operating income of $3.6 billion and $2.0 billion, and net income of $2.6 billion and $1.4 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 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. Our business segments are generally organized and managed according
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to the types 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) approximately 19,670 miles of NGL pipelines; (iii) NGL and related product storage facilities; and (iv) NGL
fractionation. This segment also includes our NGL export docks 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 5,500 miles of crude oil
pipelines and related operations, crude oil storage and marine terminals located in Oklahoma and Texas, and our crude oil marketing activities.
This segment also includes a fleet of approximately 440 tractor-trailer tank trucks, the majority of which we lease and operate, that are used to
transport crude oil for us and third parties.

Natural Gas Pipelines & Services. Our Natural Gas Pipelines & Services business segment includes approximately 19,850 miles of
natural gas pipeline systems that provide for the gathering and transportation of natural gas in Colorado, Louisiana, New Mexico, Texas and
Wyoming. We lease underground salt dome natural gas storage facilities located in Texas and Louisiana and own an underground salt dome
storage cavern in Texas, all of which are important to our natural gas pipeline operations. This segment also includes our related natural gas
marketing activities.

Petrochemical & Refined Products Services. Our Petrochemical & Refined Products Services business segment includes: (i) propylene
fractionation and related operations, including approximately 690 miles of pipelines; (ii) a butane isomerization complex, associated
deisobutanizer units and approximately 70 miles of related pipelines; (iii) octane enhancement and high purity isobutylene production facilities;
(iv) refined products pipelines aggregating approximately 4,200 miles, terminals and related marketing activities; and (v) marine transportation.


S-2
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Organizational Structure

The following chart depicts our organizational structure and approximate ownership as of July 31, 2017.

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GP = General Partner Interest
LP = Limited Partner Interest
LLC = Limited Liability Company Interest

(1) Includes Enterprise Parent common units beneficially owned by certain family trusts and other EPCO affiliates. DDLLC, a private affiliate
of 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.


S-3
Table of Contents
The Offering

Issuer
Enterprise Products Operating LLC.

Guarantee
The payment of the principal of, premium, if any, and interest on the notes will be
guaranteed, on a junior subordinated basis, pursuant to a guarantee (the "Guarantee") by
Enterprise Parent. See "Description of the Notes--Parent Guarantee."

Securities Offered
· $700,000,000 aggregate principal amount of our Junior Subordinated Notes D due
August 16, 2077, which we refer to as the "non-call 5 notes"; and

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· $1,000,000,000 aggregate principal amount of our Junior Subordinated Notes E due

August 16, 2077, which we refer to as the "non-call 10 notes."

The notes of each series will be issued in registered form and in denominations of $2,000

and integral multiples of $1,000 in excess thereof.

Maturity
· non-call 5 notes -- August 16, 2077.


· non-call 10 notes -- August 16, 2077.

Interest Rate
· non-call 5 notes--The non-call 5 notes will bear interest at a fixed rate of 4.875% per
year from the date they are issued up to, but not including, August 16, 2022 or an earlier
redemption date (the "Non-Call 5 Notes Fixed Rate Period"). The non-call 5 notes will
bear interest from, and including, August 16, 2022 up to, but not including, the maturity
date or earlier redemption date (the "Non-Call 5 Notes Floating Rate Period") at a
floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 298.6 basis
points (2.986%), reset quarterly.

· non-call 10 notes--The non-call 10 notes will bear interest at a fixed rate of 5.250% per
year from the date they are issued up to, but not including, August 16, 2027 or an earlier
redemption date (the "Non-Call 10 Notes Fixed Rate Period"). The non-call 10 notes

will bear interest from, and including, August 16, 2027 up to, but not including, the
maturity date or earlier redemption date (the "Non-Call 10 Notes Floating Rate Period")
at a floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 303.3
basis points (3.033%), reset quarterly.

Interest Payment Dates
· non-call 5 notes--Subject to our right to defer interest payments as described below,
during the Non-Call 5 Notes Fixed Rate Period interest on the non-call 5 notes will be
payable semi-annually in arrears on February 16 and August 16 of each year, beginning
on February 16, 2018, and, during the Non-Call 5 Notes Floating Rate Period, interest
on the non-call 5 notes will be payable quarterly in arrears on February 16, May 16,
August 16 and November 16 of each year, beginning on November 16, 2022.


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Table of Contents
· non-call 10 notes--Subject to our right to defer interest payments as described below,
during the Non-Call 10 Notes Fixed Rate Period interest on the non-call 10 notes will be
payable semi-annually in arrears on February 16 and August 16 of each year, beginning

on February 16, 2018, and, during the Non-Call 10 Notes Floating Rate Period, interest
on the non-call 10 notes will be payable quarterly in arrears on February 16, May 16,
August 16 and November 16 of each year, beginning on November 16, 2027.

Option to Defer Interest Payments
So long as no Event of Default (as defined herein) has occurred and is continuing, at our
option, we may, on one or more occasions, defer payment of all or part of the current and
accrued interest otherwise due on either series of the notes by extending the interest
payment period for up to 10 consecutive years (each period, commencing on the date that
the first such interest payment would otherwise have been made, an "Optional Deferral
Period"). In other words, we may declare at our discretion up to a 10-year interest payment
moratorium on either series of the notes and may choose to do so on more than one
occasion. A deferral of interest payments may not extend beyond the maturity date of the
applicable series of the notes or end on a day other than an interest payment date.

Any deferred interest on a series of the notes will accrue additional interest at a rate equal
to the interest rate then applicable to such notes, to the extent permitted under applicable

law. Once we pay all deferred interest payments on a series of notes, including any
additional interest accrued on the deferred interest, we can again defer interest payments on
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such notes as described above, but not beyond the maturity date of such notes.

We are required to provide to the Trustee (as defined herein) written notice of any optional
deferral of interest at least 10 and not more than 60 Business Days (as defined herein) prior
to the earlier of (1) the next applicable interest payment date or (2) the date, if any, upon

which we are required to give notice of such interest payment date or the record date
therefor to the New York Stock Exchange or any applicable self-regulatory organization.
The Trustee is required to promptly forward any such notice to each holder of record of the
applicable series of notes.

If we elect to defer interest on a series of notes for one or more Optional Deferral Periods,
the holders of the applicable series of notes will be required to accrue income for
U.S. federal income tax purposes in the amount of the accrued and unpaid interest

payments on such notes, in the form of original issue discount, even though cash interest
payments are deferred and even though the holders may be cash-basis taxpayers. See
"Certain U.S. Federal Income Tax Consequences."


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Table of Contents
Certain Restrictions during Optional Deferral Period
During an Optional Deferral Period, we will not be permitted to do any of the following,
with certain limited exceptions described below under "Description of the Notes--Certain
Limitations During an Optional Deferral Period":

· declare or pay any distributions with respect to, or redeem, purchase, acquire or make a

liquidation payment with respect to, any of our equity securities; or

· make any payment of interest on, principal of or premium, if any, on or repay,

repurchase or redeem any of our debt securities (including guarantees) that rank equally
with or junior in right of payment to the notes.

Optional Redemption
non-call 5 notes--we may redeem the non-call 5 notes at our option before their maturity:

· in whole or in part, at any time and from time to time, on or after August 16, 2022 at

100% of their principal amount, plus any accrued and unpaid interest thereon;

· in whole, but not in part, before August 16, 2022 at 100% of their principal amount,

plus any accrued and unpaid interest thereon, if certain changes in tax laws, regulations
or interpretations occur; or

· in whole, but not in part, before August 16, 2022 at 102% of their principal amount,

plus any accrued and unpaid interest thereon, if a rating agency makes certain changes
in the equity credit criteria for securities such as the notes.

non-call 10 notes--we may redeem the non-call 10 notes at our option before their

maturity:

· in whole or in part, at any time and from time to time, on or after August 16, 2027 at

100% of their principal amount, plus any accrued and unpaid interest thereon;

· in whole, but not in part, before August 16, 2027 at 100% of their principal amount,

plus any accrued and unpaid interest thereon, if certain changes in tax laws, regulations
or interpretations occur; or

· in whole, but not in part, before August 16, 2027 at 102% of their principal amount,

plus any accrued and unpaid interest thereon, if a rating agency makes certain changes
in the equity credit criteria for securities such as the notes.

For a more complete description of the circumstances under and the redemption prices at
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which the notes may be redeemed, see "Description of the Notes--Optional Redemption,"

"Description of the Notes--Right to Redeem Upon a Tax Event" and "Description of the
Notes--Right to Redeem Upon a Rating Agency Event."

Ranking; Subordination
Our obligations under the notes are unsecured and rank junior in right of payment to all of
our "Senior Indebtedness," whether presently


S-6
Table of Contents
existing or from time to time hereafter incurred, created, assumed or existing, as defined
below under "Description of the Notes--Ranking; Subordination." As of June 30, 2017,

the aggregate principal amount of our Senior Indebtedness was approximately $22.1
billion.

We conduct a significant portion of our operations through our subsidiaries and
unconsolidated affiliates, and a significant amount of our assets consists of our ownership
interests in such entities. Therefore, our right and, hence, the right of our creditors
(including holders of the notes) to participate in any distribution of the assets of any

subsidiary of ours, whether upon liquidation, reorganization or otherwise, is structurally
subordinated to claims of creditors and preferred and preference equityholders of each
subsidiary or affiliate. As of June 30, 2017, on a consolidated basis, we had approximately
$23.4 billion of outstanding long-term debt (including securities due within one year).

Events of Default
The following are the Events of Default with respect to each series of the notes:

· failure to pay principal of, or premium, if any, on or interest on the notes of such series

when due at maturity or earlier redemption;

· failure to pay interest on the notes of such series when due and payable (other than at

maturity or upon earlier redemption) that continues for 30 days (subject to our right to
optionally defer interest payments); or


· certain events of bankruptcy, insolvency or reorganization.

Listing
Each series of notes is a new issue of securities with no established trading market. We do
not intend to apply for listing of the notes on any securities exchange and cannot assure
holders that an active after-market for the notes will develop or be sustained or that
holders of the notes will be able to sell them at favorable prices or at all.

No Sinking Fund
The notes do not have the benefit of a sinking fund.

Use of Proceeds
We will receive aggregate net proceeds of approximately $1.68 billion from the sale of the
notes to the underwriters, after deducting the underwriting discount and other offering
expenses payable by us. We expect to use the net proceeds of this offering for (i) the
repayment of debt, which may include the temporary repayment of amounts outstanding
under our commercial paper program, payment of our $800 million principal amount of
Senior Notes L due September 2017 at their maturity, and the redemption prior to maturity
of up to $700 million aggregate principal amount of our outstanding Junior Subordinated
Notes A due August 2066, Junior Subordinated Notes B due January 2068, and/or Junior
Subordinated Notes C due June 2067 and (ii) general company purposes.

Certain of the underwriters and/or affiliates of certain of the underwriters may hold our

commercial paper notes, Senior Notes L,


S-7
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Table of Contents
Junior Subordinated Notes A, Junior Subordinated Notes B and/or Junior Subordinated
Notes C, to be repaid or redeemed with proceeds from this offering and, accordingly, may

receive a substantial portion of the proceeds of this offering. Please read "Use of Proceeds"
and "Underwriting" in this prospectus supplement.

Book-Entry
The notes of each series will be represented by one or more global securities that will be
deposited with a custodian for and registered in the name of The Depository Trust
Company, New York, New York ("DTC") or its nominee. This means that investors will
not receive a certificate for their notes but, instead, will hold their interest through DTC's
system.

Further Issues
With respect to each series of notes, we may, without the consent of the holders, issue
additional notes of such series; such additional notes, together with the notes of such series
offered hereby would be fungible and constitute one and the same series.

Governing Law
State of New York.

Trustee
Wells Fargo Bank, National Association.

Risk Factors
An investment in the notes involves risks. A prospective investor should carefully consider
the discussion of risks in "Risk Factors" in this prospectus supplement and the other
information in this prospectus supplement and the accompanying prospectus before
deciding whether an investment in the notes is suitable for such investor.


S-8
Table of Contents
Ratio of Earnings to Fixed Charges

Enterprise Parent's ratio of earnings to fixed charges for each of the periods indicated is as follows:

For the Six
Months Ended
Year Ended December 31,

June 30,
2012

2013

2014

2015

2016

2017
3.6x

3.7x

3.8x

3.2x

3.0x

3.3x

For purposes of these calculations, "earnings" is the amount resulting from adding and subtracting the following items:

Add the following, as applicable:

· consolidated pre-tax income from continuing operations before adjustment for income or loss from equity investees;

· fixed charges;

· amortization of capitalized interest;

· distributed income of equity investees; and

· our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges.

From the subtotal of the added items, subtract the following, as applicable:

· interest capitalized;

· preference security dividend requirements of consolidated subsidiaries; and

· the noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges.

The term "fixed charges" means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized
expenses related to indebtedness; an estimate of interest within rental expense; and preference dividend requirements of consolidated subsidiaries.

https://www.sec.gov/Archives/edgar/data/1061219/000119312517251526/d392278d424b5.htm[8/9/2017 9:34:38 AM]


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