Debt

We classify our debt based on the contractual maturity dates of the underlying debt instruments. We defer costs associated with debt issuance over the applicable term. These costs are then amortized as interest expense in our accompanying consolidated statements of income using the effective interest rate method. The following table provides detail on the principal amount of our outstanding debt balances as of June 30, 2014 and December 31, 2013. The table amounts exclude all debt fair value adjustments, including debt discounts and premiums (in millions).



	June 30, 2014			December 31, 2013
KMI
Senior term loan facilities, variable rate, due May 24, 2015 and May 6, 2017(a)	$	650		$	1,528
Senior notes and debentures, 5.00% through 7.45%, due 2015 through 2098	1,815			1,815
Senior notes, 6.50% through 8.25%, due 2014 through 2037(b)	3,623			3,830
Preferred securities, 4.75%, due March 31, 2028(b)	280			280
Credit facility due May 6, 2019(c)	820			175
Subsidiary borrowings (as obligor)
Kinder Morgan Finance Company, LLC, senior notes, 5.70% through 6.40%, due 2016 through 2036	1,636			1,636
EPC Building, LLC, promissory note, 3.967%, due 2014 through 2035	457			461
Other miscellaneous debt	52			221
Total debt — KMI	9,333			9,946
Less: Current portion of debt — KMI	(1,245		)	(725		)
Total long-term debt outstanding — KMI	8,088			9,221
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock	100			100
Total long-term debt — KMI(d)	$	8,188		$	9,321

KMP and EPB
KMP
Senior notes, 2.65% through 9.00%, due 2014 through 2044	$	17,100		$	15,600
Commercial paper borrowings(e)	513			979
Credit facility due May 1, 2018	—			—
KMP subsidiary borrowings (as obligor)
TGP senior notes, 7.00% through 8.375%, due 2016 through 2037	1,790			1,790
EPNG senior notes, 5.95% through 8.625%, due 2017 through 2032	1,115			1,115
Copano senior notes, 7.125%, due April 1, 2021	332			332
Other miscellaneous subsidiary debt	97			98
Total debt — KMP	20,947			19,914
Less: Current portion of debt — KMP(f)	(1,337		)	(1,504		)
Total long-term debt — KMP(d)	19,610			18,410
EPB
EPPOC
Senior notes, 4.10% through 7.50%, due 2015 through 2042	2,860			2,260
Credit facility due May 27, 2016(g)	—			—
EPB subsidiary borrowings (as obligor)
Colorado Interstate Gas Company, L.L.C. (CIG), senior notes, 5.95% through 6.85%, due 2015 through 2037	475			475
SLNG senior notes, 9.50% through 9.75%, due 2014 through 2016	64			135
SNG notes, 4.40% through 8.00%, due 2017 through 2032	1,211			1,211
Other financing obligations	181			175
Total debt — EPB	4,791			4,256
Less: Current portion of debt — EPB	(41		)	(77		)
Total long-term debt — EPB(d)	4,750			4,179
Total long-term debt outstanding — KMP and EPB	$	24,360		$	22,589

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(a)	The senior secured term loan facility, due May 24, 2015, was repaid and replaced in May 2014 with a new unsecured senior term loan facility due May 6, 2017 (see “— Credit Facilities” below).

(b)

On June 30, 2014, El Paso Issuing Corporation, a wholly-owned subsidiary of El Paso Holdco LLC and the corporate co-issuer under certain guaranteed notes, merged with and into El Paso Holdco LLC, a wholly-owned subsidiary of KMI, and immediately thereafter, El Paso Holdco LLC merged with and into KMI pursuant to an internal restructuring transaction. KMI succeeded El Paso Holdco LLC as issuer with respect to these debt obligations. Consequently, El Paso Holdco LLC ceased to be an obligor with respect to approximately $3.6 billion of outstanding senior notes. Therefore, the condensed consolidating financial information that had previously been disclosed in the notes to our consolidated financial statements is no longer required as of June 30, 2014.


(c)	As of June 30, 2014 and December 31, 2013, the weighted average interest rates on KMI’s credit facility borrowings were 2.16% and 2.67%, respectively.

(d)

As of June 30, 2014 and December 31, 2013, our “Debt fair value adjustments” increased our combined debt balances by $1,973 million and $1,977 million, respectively. In addition to all unamortized debt discount/premium amounts and purchase accounting on our debt balances, our debt fair value adjustments also include (i) amounts associated with the offsetting entry for hedged debt; and (ii) any unamortized portion of proceeds received from the early termination of interest rate swap agreements. For further information about our debt fair value adjustments, see Note 5 “Risk Management—Debt Fair Value Adjustments.”

(e)

As of both June 30, 2014 and December 31, 2013, the average interest rate on KMP’s outstanding commercial paper borrowings was 0.28%. The borrowings under KMP’s commercial paper program were used principally to finance the acquisitions and capital expansions, and in the near term, KMP expects that its short-term liquidity and financing needs will be met primarily through borrowings made under its commercial paper program.


(f)	Amounts include outstanding commercial paper borrowings discussed above in footnote (e).


(g)	LIBOR plus 1.75%.

Credit Facilities

KMI

On May 2, 2014, KMI’s term loan facility was partially repaid using proceeds from the May 2014 drop-down transaction, resulting in a remaining outstanding balance of $650 million. On May 6, 2014, KMI replaced its previous $1.75 billion, secured revolving credit facility and its term loan facility which were scheduled to mature in December 2014 and May 2015, respectively, with a new $1.75 billion five-year, unsecured revolving credit facility due May 2019 and a new $650 million three-year, term loan facility maturing May 2017. Additionally, as a result of the new unsecured revolving credit and term loan facilities, KMI’s and its wholly-owned subsidiaries’ senior notes are now unsecured. Borrowings under the new revolving credit facility may be used for working capital and general corporate purposes. The credit facility’s financial covenants are similar to those in our previous revolving credit facility, including restrictions on indebtedness, entering into mergers, granting liens and making any dividends if an event of default exists. The covenants also include a maximum ratio of total debt (net of cash on hand) divided by Consolidated EBITDA (as defined in the credit agreement and which includes cash items from operations and distributions received from subsidiaries or investments, and excludes non-cash items) of 4.75 or 5.5 for periods following specified acquisitions. As of June 30, 2014, we were in compliance with all required financial covenants. The new revolving credit facility provides that the margin we will pay with respect to borrowings and the facility fee we will pay on the total commitment will vary based on our senior debt rating. Interest on the new revolving credit facility accrues at KMI’s option at a floating rate equal to either:


•	the administrative agent’s base rate, plus a margin, which varies depending upon the credit rating of KMI’s long-term senior unsecured debt (the administrative agent’s base rate is a rate equal to the greatest of (i) the Federal Funds Rate, plus 0.50%, (ii) the Prime Rate and (iii) one-month LIBOR plus 1.0%, plus, in each case, an applicable margin between 0.25% and 1.25% per annum); or


•	LIBOR plus an applicable margin ranging from 1.25% to 2.25% per annum.

As of June 30, 2014, we had $820 million outstanding under KMI’s $1.75 billion unsecured revolving credit facility and $58 million in letters of credit. Our availability under this facility as of June 30, 2014 was approximately $872 million.

KMP

On January 15, 2014, in anticipation of the APT acquisition, KMP entered into a short-term unsecured liquidity facility with KMP as borrower, and UBS as administrative agent. This liquidity facility provided for borrowings of up to $1.0 billion from a syndicate of financial institutions and was scheduled to mature on July 15, 2014. Additionally, in conjunction with the establishment of this liquidity facility, KMP increased its commercial paper program to provide for the issuance of up to $3.7 billion (up from $2.7 billion). KMP made no borrowings under this liquidity facility, and after receiving the cash proceeds from both its February 2014 public offering of senior notes (described following) and its February 2014 public offering of common units (described in Note 4 “Stockholder’s Equity—Noncontrolling Interests—Contributions”), KMP terminated the liquidity facility and decreased its commercial paper program to again provide for the issuance of up to $2.7 billion.

As of both June 30, 2014 and December 31, 2013, KMP had no borrowings under its $2.7 billion five-year senior unsecured revolving credit facility maturing May 1, 2018. Borrowings under KMP’s revolving credit facility can be used for general partnership purposes and as a backup for KMP’s commercial paper program. Similarly, KMP’s borrowings under its commercial paper program reduce the borrowings allowed under its credit facility.

As of June 30, 2014, KMP had (i) $513 million of commercial paper borrowings outstanding under its $2.7 billion credit facility; (ii) $205 million in letters of credit; and (iii) $175 million related to a capital contribution commitment to one of its unconsolidated subsidiaries. KMP’s availability under its credit facility as of June 30, 2014 was $1,807 million.

EPB

As of June 30, 2014, EPB had no outstanding balance under its revolving credit facility. EPB’s availability under its facility as of June 30, 2014 was $1 billion.

Long-term Debt Issuances and Repayments

Following are significant long-term debt issuances and repayments made during the six months ended June 30, 2014:




KMI
Issuances		$650 million senior term loan facility due 2017

Repayments		$1,528 million senior term loan facility due 2015

KMP
Issuances		$750 million 3.50% notes due 2021
		$750 million 5.50% notes due 2044

EPB (through EPPOC)
Issuances		$600 million 4.30% notes due 2024

Kinder Morgan G.P., Inc. Preferred Shares

The following table provides information about KMGP’s per share distributions on 100,000 shares of its Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Per share cash distribution declared for the period(a)	$	10.423	$	10.545	$	20.756	$	21.014
Per share cash distribution paid in the period	$	10.333	$	10.469	$	20.903	$	21.107

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(a)	On July 16, 2014, KMGP declared a distribution for the three months ended June 30, 2014, of $10.423 per share, which will be paid on August 18, 2014 to shareholders of record as of July 31, 2014.