Stockholders’ Equity

Common Equity

As of March 31, 2014, our common equity consisted of our Class P common stock. For additional information regarding our common stock, see Note 10 “Stockholders’ Equity” to our consolidated financial statements included in our 2013

Form 10-K.

On October 16, 2013, we announced that our board of directors had approved a share and warrant repurchase program authorizing us to repurchase in the aggregate up to $250 million of additional shares or warrants, which purchase was completed as of March 2014. On March 4, 2014 we announced that our board of directors had approved an additional share and warrant repurchase program authorizing us to repurchase in the aggregate up to $100 million of additional shares or warrants. As of March 31, 2014, we had $45 million of repurchases remaining.

The following tables set forth the changes in our outstanding shares during the three months ended March 31, 2014 and 2013.



	Three Months Ended March 31,
	2014		2013
Beginning balance	1,030,677,076		1,035,668,596
Shares repurchased and canceled	(2,780,337	)	—
Shares issued with conversions of EP Trust I Preferred securities	933		55,319
Restricted shares vested	6,500		7,905
Ending balance	1,027,904,172		1,035,731,820

Dividends

Holders of our common stock share equally in any dividend declared by our board of directors, subject to the rights of the holders of any outstanding preferred stock. The following table provides information about our per share dividends.



	Three Months Ended March 31,
	2014		2013
Per common share cash dividend declared for the period	$	0.42	$	0.38
Per common share cash dividend paid in the period	$	0.41	$	0.37

Dividends Subsequent to March 31, 2014

On April 16, 2014, our board of directors declared a cash dividend of $0.42 per share for the quarterly period ended March 31, 2014, which is payable on May 16, 2014 to shareholders of record as of April 30, 2014.

Warrants

Each of our warrants entitles the holder to purchase one share of our common stock for an exercise price of $40 per share, payable in cash or by cashless exercise, at any time until May 25, 2017. For additional information regarding our warrants, see Note 10 “Stockholders’ Equity” to our consolidated financial statements included in our 2013 Form 10-K.

The table below sets forth the changes in our outstanding warrants during the three months ended March 31, 2014 and 2013.



	Three Months Ended March 31,
	2014		2013
Beginning balance	347,933,107		439,809,442
Warrants repurchased and canceled	(31,045,227	)	(16,969,361	)
Warrants issued with conversions of EP Trust I Preferred securities	1,430		84,556
Ending balance	316,889,310		422,924,637

Noncontrolling Interests

The caption “Noncontrolling interests” in our accompanying consolidated balance sheets consists of interests that we do not own in the following subsidiaries (in millions):



	March 31, 2014		December 31, 2013
KMP	$	7,995	$	7,642
EPB	4,147		4,122
KMR	3,183		3,142
Other	309		286
	$	15,634	$	15,192

Contributions

Contributions from our noncontrolling interests consist primarily of equity issuances by KMP, EPB and KMR. As of March 31, 2014, each of these subsidiaries has an equity distribution agreement in place which allows the subsidiary to sell its equity interests from time to time through a designated sales agent. The terms of each agreement are substantially similar. Sales of the subsidiary’s equity interests will be made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed between the subsidiary equity issuer and its sales agent. The subsidiary equity issuer may also sell its equity interests to its sales agent as principal for the sales agent’s own account at a price agreed upon at the time of the sale. Any sale of the subsidiary’s equity interests to the sales agent as principal would be pursuant to the terms of a separate agreement between the subsidiary equity issuer and its sales agent. The equity distribution agreement provides the subsidiary with the right, but not the obligation to offer and sell its equity units or shares, at prices to be determined by market conditions. The subsidiary retains at all times complete control over the amount and the timing of sales under its respective equity distribution agreement, and it will designate the maximum number of equity units or shares to be sold through its sales agent, on a daily basis or otherwise as the subsidiary equity issuer and its sales agent agree.

The table below shows significant issuances to the public of common units or shares, the net proceeds from the issuances and the use of the proceeds during the three months ended March 31, 2014 for KMP, EPB and KMR (dollars in millions and units and shares in thousands).



	Issuances	Common units/shares	Net proceeds		Use of proceeds
		(in thousands)	(in millions)
KMP
Issued under equity distribution agreement
	2014	198	$	16	Reduced borrowings under KMP's commercial paper program
Other issuances
	February 2014	7,935	$	603	Reduced borrowings under KMP's commercial paper program that were used to fund KMP's APT acquisition in January 2014
EPB
Issued under equity distribution agreement
	2014	1,166	$	35	General partnership purposes
KMR
Issued under equity distribution agreement
	2014	76	$	6	Purchased additional KMP i-units; KMP then used proceeds to reduce borrowings under its commercial paper program

The above equity issuances by KMP, EPB and KMR during the three months ended March 31, 2014 had the associated effects of increasing our (i) noncontrolling interests by $639 million; (ii) accumulated deferred income taxes by $8 million; and (iii) additional paid-in capital by $13 million.

Noncontrolling Interests Contributions Subsequent to March 31, 2014

In connection with EPB’s announced agreement to acquire certain assets from us, on April 29, 2014, EPB priced in a public offering, 7,820,000 of its common units, including the exercise of an underwriters’ overallotment option, at a price of $30.99 per unit, net of commissions and underwriting expenses. See Note 2 “Acquisitions and Divestitures—Subsequent Event—Drop-down of Assets to EPB” for additional information on the drop-down transaction.

Distributions

The following table provides information about distributions from our noncontrolling interests (in millions except per unit distribution amounts):



	Three Months Ended March 31,
	2014		2013
KMP
Per unit cash distribution declared for the period	$	1.38	$	1.30
Per unit cash distribution paid in the period	$	1.36	$	1.29
Cash distributions paid in the period to the public	$	395	$	299
EPB
Per unit cash distribution declared for the period	$	0.65	$	0.62
Per unit cash distribution paid in the period	$	0.65	$	0.61
Cash distributions paid in the period to the public	$	83	$	76
KMR(a)
Share distributions paid in the period to the public	$	1,952,970	$	1,570,118

_______

(a)

KMR’s distributions are paid in the form of additional shares or fractions thereof calculated by dividing the KMP cash distribution per common unit by the average of the market closing prices of a KMR share determined for a ten-trading day period ending on the trading day immediately prior to the ex-dividend date for the shares. Represents share distributions made in the period to noncontrolling interests and excludes 284,288 and 234,478 of shares distributed in the three months ended March 31, 2014 and 2013, respectively, on KMR shares we directly and indirectly own. On April 16, 2014, KMR declared a share distribution of 0.018700 shares per outstanding share (2,386,814 total shares) payable on May 15, 2014 to shareholders of record as of April 30, 2014, based on the $1.38 per common unit distribution declared by KMP.

Distributions Subsequent to March 31, 2014

Noncontrolling Interests Distributions

On April 16, 2014, KMP declared a cash distribution of $1.38 per unit for the quarterly period ended March 31, 2014. The distribution will be paid on May 15, 2014 to KMP’s unitholders of record as of April 30, 2014.

On April 16, 2014, EPB declared a cash distribution of $0.65 per unit for the quarterly period ended March 31, 2014. The distribution will be paid on May 15, 2014 to EPB’s unitholders of record as of April 30, 2014.