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.

The following table provides detail on the principal amount of our outstanding debt balances. The table amounts exclude all debt fair value adjustments, including debt discounts, premiums and issuance costs (in millions):



	December 31,
	2018		2017
Credit facility and commercial paper borrowings(a)	$	433	$	365
Corporate senior notes(b)
6.00%, due January 2018	—		750
7.00%, due February 2018	—		82
5.95%, due February 2018	—		975
7.25%, due June 2018	—		477
9.00%, due February 2019	500		500
2.65%, due February 2019	800		800
3.05%, due December 2019	1,500		1,500
6.85%, due February 2020	700		700
6.50%, due April 2020	535		535
5.30%, due September 2020	600		600
6.50%, due September 2020	349		349
5.00%, due February 2021	750		750
3.50%, due March 2021	750		750
5.80%, due March 2021	400		400
5.00%, due October 2021	500		500
4.15%, due March 2022	375		375
1.50%, due March 2022(c)	860		900
3.95%, due September 2022	1,000		1,000
3.15%, due January 2023	1,000		1,000
Floating rate, due January 2023	250		250
3.45%, due February 2023	625		625
3.50%, due September 2023	600		600
5.625%, due November 2023	750		750
4.15%, due February 2024	650		650
4.30%, due May 2024	600		600
4.25%, due September 2024	650		650
4.30%, due June 2025	1,500		1,500
6.70%, due February 2027	7		7
2.25%, due March 2027(c)	573		600
6.67%, due November 2027	7		7
4.30%, due March 2028	1,250		—
7.25%, due March 2028	32		32
6.95%, due June 2028	31		31
8.05%, due October 2030	234		234
7.40%, due March 2031	300		300
7.80%, due August 2031	537		537
7.75%, due January 2032	1,005		1,005
7.75%, due March 2032	300		300
7.30%, due August 2033	500		500
5.30%, due December 2034	750		750
5.80%, due March 2035	500		500
7.75%, due October 2035	1		1
6.40%, due January 2036	36		36
6.50%, due February 2037	400		400
7.42%, due February 2037	47		47
6.95%, due January 2038	1,175		1,175
6.50%, due September 2039	600		600
6.55%, due September 2040	400		400
7.50%, due November 2040	375		375
6.375%, due March 2041	600		600



	December 31,
	2018		2017
5.625%, due September 2041	375		375
5.00%, due August 2042	625		625
4.70%, due November 2042	475		475
5.00%, due March 2043	700		700
5.50%, due March 2044	750		750
5.40%, due September 2044	550		550
5.55%, due June 2045	1,750		1,750
5.05%, due February 2046	800		800
5.20%, due March 2048	750		—
7.45%, due March 2098	26		26
TGP senior notes(b)
7.00%, due March 2027	300		300
7.00%, due October 2028	400		400
8.375%, due June 2032	240		240
7.625%, due April 2037	300		300
EPNG senior notes(b)
8.625%, due January 2022	260		260
7.50%, due November 2026	200		200
8.375%, due June 2032	300		300
CIG senior notes(b)
4.15%, due August 2026	375		375
6.85%, due June 2037	100		100
EPC Building, LLC, promissory note, 3.967%, due December 2035	409		421
Trust I Preferred Securities, 4.75%, due March 2028(d)	221		221
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock, due August 2057(e)	100		100
Other miscellaneous debt(f)	250		278
Total debt – KMI and Subsidiaries	36,593		36,916
Less: Current portion of debt(g)	3,388		2,828
Total long-term debt – KMI and Subsidiaries(h)	$	33,205	$	34,088

_______


(a)	See “—Current portion of debt” below for further details regarding the outstanding credit facility and commercial paper borrowings.


(b)	Notes provide for the redemption at any time at a price equal to 100% of the principal amount of the notes plus accrued interest to the redemption date plus a make whole premium and are subject to a number of restrictions and covenants. The most restrictive of these include limitations on the incurrence of liens and limitations on sale-leaseback transactions.

(c)

Consists of senior notes denominated in Euros that have been converted to U.S. dollars and are respectively reported above at the December 31, 2018 exchange rate of 1.1467 U.S. dollars per Euro and at the December 31, 2017 exchange rate of 1.2005 U.S. dollars per Euro. As of December 31, 2018 and 2017, the cumulative changes in the exchange rate of U.S. dollars per Euro since issuance had resulted in increases to our debt balance of $46 million and $86 million, respectively, related to the 1.50% series and increases of $30 million and $57 million, respectively, related to the 2.25% series. The cumulative increase in debt due to the changes in exchange rates is offset by a corresponding change in the value of cross-currency swaps reflected in “Deferred charges and other assets” and “ Other long-term liabilities and deferred credits” on our consolidated balance sheets. At the time of issuance, we entered into cross-currency swap agreements associated with these senior notes, effectively converting these Euro-denominated senior notes to U.S. dollars (see Note 14 “Risk Management—Foreign Currency Risk Management”).

(d)

Capital Trust I (Trust I), is a 100%-owned business trust that as of December 31, 2018, had 4.4 million of 4.75% trust convertible preferred securities outstanding (referred to as the Trust I Preferred Securities). Trust I exists for the sole purpose of issuing preferred securities and investing the proceeds in 4.75% convertible subordinated debentures, which are due 2028. Trust I’s sole source of income is interest earned on these debentures. This interest income is used to pay distributions on the preferred securities. We provide a full and unconditional guarantee of the Trust I Preferred Securities. There are no significant restrictions from these securities on our ability to obtain funds from our subsidiaries by distribution, dividend or loan. The Trust I Preferred Securities are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 4.75%, carry a liquidation value of $50 per security plus accrued and unpaid distributions. The Trust I Preferred Securities outstanding as of December 31, 2018 are convertible at any time prior to the close of business on March 31, 2028, at the option of the holder, into the following mixed consideration: (i) 0.7197 of a share of our Class P common stock; and (ii) $25.18 in cash without interest. We have the right to redeem these Trust I Preferred Securities at any time.

(e)

As of December 31, 2018 and 2017, KMGP had outstanding, 100,000 shares of its $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057. Since August 18, 2012, dividends on the preferred stock accumulate at a floating rate of the 3-month LIBOR plus 3.8975% and are payable quarterly in arrears, when and if declared by KMGP’s board of directors, on February 18, May 18, August 18 and November 18 of each year, beginning November 18, 2012. The preferred stock has approval rights over a commencement of or filing of voluntary bankruptcy by KMP or its SFPP or Calnev subsidiaries.


(f)	Includes capital lease obligations with monthly installments. The lease terms expire between 2024 and 2061.


(g)	Amounts include KMI and KML outstanding credit facility borrowings, commercial paper borrowings and other debt maturing within 12 months. See “—Current Portion of Debt” below.

(h)

Excludes our “Debt fair value adjustments” which, as of December 31, 2018 and 2017, increased our combined debt balances by $731 million and $927 million, respectively. In addition to all unamortized debt discount/premium amounts, debt issuance costs and purchase accounting on our debt balances, our debt fair value adjustments also include amounts associated with the offsetting entry for hedged debt and 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 “—Debt Fair Value Adjustments” below.

Current Portion of Debt

The following table details the components of our “Current portion of debt” reported on our consolidated balance sheets.



	December 31,
	2018		2017
$500 million, 364-day credit facility due November 15, 2019(a)	$	—	$	—
$4 billion credit facility due November 16, 2023(a)	—		—
$5 billion, five-year credit facility due November 26, 2019, -% and 2.99%, respectively(a)(b)	—		125
Commercial paper notes, 3.10% and 2.02%, respectively(b)	433		240
KML 2018 Credit Facility(c)	—		—
Current portion of senior notes
6.00%, due January 2018	—		750
7.00%, due February 2018	—		82
5.95%, due February 2018	—		975
7.25%, due June 2018	—		477
9.00%, due February 2019	500		—
2.65%, due February 2019	800		—
3.05%, due December 2019	1,500		—
Trust I Preferred Securities, 4.75%, due March 2028	111		111
Current portion - Other debt	44		68
Total current portion of debt	$	3,388	$	2,828

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(a)	On November 16, 2018, we replaced our $5 billion, five-year credit facility with two new credit facilities discussed further in “—Credit Facilities and Restrictive Covenants” following.


(b)	Interest rates are weighted average rates at December 31, 2018 and 2017, respectively.


(c)	Borrowings under the KML 2018 Credit Facility are denominated in C$ and are converted to U.S. dollars. The exchange rate was 0.7330 U.S. dollars per C$ at December 31, 2018 and 0.7971 U.S. dollars per C$ at December 31, 2017. See “—Credit Facilities” below.

We and substantially all of our wholly owned domestic subsidiaries are a party to a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement. Also, see Note 20.

Subsequent Event—Debt Repayments

Using part of our portion of proceeds from the TMPL Sale that KML distributed to us in January 2019, we immediately repaid our outstanding balance of commercial paper borrowings, and then in February 2019, repaid $500 million of maturing 9.00% senior notes and $800 million of maturing 2.65% senior notes which were included in “Current portion of debt” on the accompanying consolidated balance sheet as of December 31, 2018.

Credit Facilities and Restrictive Covenants

KMI

On November 16, 2018, we replaced our five-year, $5 billion revolving credit facility with (i) a new five-year, $4 billion revolving credit facility (Five-year Credit Facility); and (ii) a new 364-day, $500 million revolving credit facility (364-day Credit Facility) with a syndicate of lenders, together, “KMI’s New Credit Facilities.”

We also continue to maintain a $4 billion commercial paper program through the private placement of short-term notes. The notes mature up to 270 days from the date of issue and are not redeemable or subject to voluntary prepayment by us prior to maturity. The notes are sold at par value less a discount representing an interest factor or if interest bearing, at par. Borrowings under our revolving credit facility can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Borrowings under our commercial paper program reduce the borrowings allowed under our Five-year Credit Facility.

Depending on the type of loan request, our credit facility borrowings under either of our credit facilities bear interest at either (i) LIBOR adjusted for a eurocurrency funding reserve plus an applicable margin ranging from 1.000% to 2.000% per annum based on our credit ratings or (ii) the greatest of (1) the Federal Funds Rate plus 0.5%; (2) the Prime Rate; or (3) LIBOR for a one-month eurodollar loan adjusted for a eurocurrency funding reserve, plus 1%, plus, in each case, an applicable margin ranging from 0.100% to 1.000% per annum based on our credit rating. Standby fees for the unused portion of the credit facility will be calculated at a rate ranging from 0.100% to 0.300%for the Five-year Credit Facility and 0.090% to 0.275% for the 364-day Credit Facility based upon our debt credit rating.

KMI’s New Credit Facilities contain financial and various other covenants that apply to the Company and its subsidiaries and are common in such agreements, including a maximum ratio of Consolidated Net Indebtedness to Consolidated EBITDA (each as defined in the Five-Year Credit Facility and 364-day Credit Facility, as applicable) of 5.50 to 1.00, for any four-fiscal-quarter period. Other negative covenants include restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt, grant liens, make fundamental changes or engage in certain transactions with affiliates, or in the case of certain material subsidiaries, permit restrictions on dividends, distributions or making or prepayments of loans to the Company or any guarantor. KMI’s New Credit Facilities also restrict the Company’s ability to make certain restricted payments if an event of default (as defined in the Five-Year Credit Facility and the 364-Day Credit Facility) has occurred and is continuing or would occur and be continuing.

As of December 31, 2018, we had no borrowings outstanding under our Five-year Credit Facility or our 364-day Credit Facility, $433 million outstanding under our commercial paper program and $99 million in letters of credit. Our availability under these facilities as of December 31, 2018 was $3,968 million. As of December 31, 2018, we were in compliance with all required covenants.

KML

Upon the closing of the TMPL Sale on August 31, 2018, KML’s prior credit facility was replaced with a new 4-year, C$500 million unsecured revolving credit facility for working capital purposes (“KML 2018 Credit Facility”) under a credit agreement with the Royal Bank of Canada (the “KML Credit Agreement”) as agent. In addition, the C$133 million (U.S.$102 million) of outstanding borrowings under KML’s prior credit facility were paid off prior to its termination with a portion of the proceeds from the TMPL Sale.

Depending on the type of loan requested, interest on borrowings outstanding are calculated based on: (i) a Canadian prime rate of interest; (ii) a U.S. base rate; (iii) LIBOR; or (iv) bankers’ acceptance fees, plus (i) in the case of Canadian prime rate or U.S. base rate loans, an applicable margin of up to 1.25%; or (ii) in the case of LIBOR or bankers’ acceptance loans, an applicable margin ranging from 1.00% to 2.25%, with such margin in any case determined by KML’s debt credit rating. Standby fees for the unused portion of the KML 2018 Credit Facility will be calculated at a rate ranging from 0.20% to 0.45% based upon KML’s debt credit rating.

The KML Credit Agreement contains various financial and other covenants that apply to KML and its subsidiaries and that are common in such agreements, including a maximum ratio of KML’s consolidated total funded debt to its consolidated earnings before interest, income taxes, DD&A, and non-cash adjustments as defined in the KML Credit Agreement, of 5.00:1.00 and restrictions on KML’s ability to incur debt, grant liens, make dispositions, engage in transactions with affiliates, make restricted payments, make investments, enter into sale leaseback transactions, amend organizational documents and engage in corporate reorganization transactions.

In addition, the KML Credit Agreement contains customary events of default, including non-payment; non-compliance with covenants (in some cases, subject to grace periods); payment default under, or acceleration events affecting, certain other indebtedness; bankruptcy or insolvency events involving KML or guarantors; and changes of control. If an event of default under the KML Credit Agreement exists and is continuing, the lenders could terminate their commitments and accelerate the maturity of the outstanding obligations under the KML Credit Agreement.

On May 30, 2018, in conjunction with the announcement of the TMPL Sale approximately C$100 million of borrowings outstanding under KML’s June 16, 2017 revolving credit facilities (the “KML 2017 Credit Facility”) were repaid, the underlying credit facilities were terminated, and approximately $46 million of deferred costs associated with the KML 2017 Credit Facility that were being amortized as interest expense over its term were written off.

As of December 31, 2018, KML had no borrowings outstanding under the KML 2018 Credit Facility, and had C$489 million (U.S. $359 million) available under the KML 2018 Credit Facility, after reducing the C$500 million (U.S.$367 million) capacity for the C$11 million (U.S.$8 million) in letters of credit. Of the total C$11 million of letters of credit issued, approximately C$8 million are related to Trans Mountain for which it has issued a backstop letter of credit to KML. As of December 31, 2018, KML was in compliance with all required covenants. As of December 31, 2017, KML had no borrowings outstanding under the KML 2017 Credit Facility.

Maturities of Debt

The scheduled maturities of the outstanding debt balances, excluding debt fair value adjustments as of December 31, 2018, are summarized as follows (in millions):



Year	Total
2019	$	3,388
2020	2,205
2021	2,422
2022	2,518
2023	3,250
Thereafter	22,810
Total	$	36,593

Debt Fair Value Adjustments

The carrying value adjustment to debt securities whose fair value is being hedged is included within “Debt fair value adjustments” on our accompanying consolidated balance sheets. “Debt fair value adjustments” also include unamortized debt discount/premiums, purchase accounting debt fair value adjustments, unamortized portion of proceeds received from the early termination of interest rate swap agreements, and debt issuance costs. As of December 31, 2018, the weighted-average amortization period of the unamortized premium from the termination of interest rate swaps was approximately 16 years. The following table summarizes the “Debt fair value adjustments” included on our accompanying consolidated balance sheets (in millions):



	December 31,
Debt Fair Value Adjustments	2018			2017
Purchase accounting debt fair value adjustments	$	658		$	719
Carrying value adjustment to hedged debt	2			115
Unamortized portion of proceeds received from the early termination of interest rate swap agreements	275			297
Unamortized debt discounts, net	(74		)	(74		)
Unamortized debt issuance costs	(130		)	(130		)
Total debt fair value adjustments	$	731		$	927

Interest Rates, Interest Rate Swaps and Contingent Debt

The weighted average interest rate on all of our borrowings was 5.15% during 2018 and 5.02% during 2017. Information on our interest rate swaps is contained in Note 14. For information about our contingent debt agreements, see Note 13 “Commitments and Contingent Liabilities—Contingent Debt”).