13. Debt



	September 30, 2014		December 31, 2013

	(In millions)
Devon debt
Commercial paper	$	-	$	1,317
5.625% due January 15, 2014		-		500
Floating rate due December 15, 2015		500		500
2.40% due July 15, 2016		500		500
Floating rate due December 15, 2016		350		350
1.20% due December 15, 2016		650		650
1.875% due May 15, 2017		750		750
8.25% due July 1, 2018		125		125
2.25% due December 15, 2018		750		750
6.30% due January 15, 2019		700		700
4.00% due July 15, 2021		500		500
3.25% due May 15, 2022		1,000		1,000
7.50% due September 15, 2027		150		150
7.875% due September 30, 2031		1,250		1,250
7.95% due April 15, 2032		1,000		1,000
5.60% due July 15, 2041		1,250		1,250
4.75% due May 15, 2042		750		750
Net discount on debentures and notes		(20)		(20)
Total Devon debt		10,205		12,022
EnLink debt
Credit facilities		451		-
Other borrowings		27		-
2.70% due April 1, 2019		400		-
7.125% due June 1, 2022		163		-
4.40% due April 1, 2024		450		-
5.60% due April 1, 2044		350		-
Net premium on debentures and notes		13		-
Total EnLink debt		1,854		-
Total debt		12,059		12,022
Less amount classified as short-term debt (1)		1,898		4,066
Total long-term debt	$	10,161	$	7,956

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(1)

Short-term debt as of September 30, 2014 consists of $1.9 billion of senior notes that Devon intends to redeem in the fourth quarter of 2014 prior to their scheduled maturity date. The redemption includes the 2.4% $500 million senior note due 2016, the 1.2% $650 million senior note due 2016 and the 1.875% $750 million senior note due 2017 plus unpaid interest and a make-whole premium. The debt will be repaid with funds received as part of the divestiture program discussed in Note 2.

Short-term debt as of December 31, 2013 consists of $2.25 billion of senior notes issued in conjunction with the GeoSouthern acquisition, $1.3 billion of commercial paper and $500 million of senior notes due January 15, 2014. Subsequent to the close of the GeoSouthern acquisition the $2.25 billion of senior notes were reclassified to long-term debt.

Commercial Paper

During the nine months ended September 30, 2014, Devon has reduced commercial paper borrowings by $1.3 billion primarily utilizing divestiture proceeds. As of September 30, 2014, Devon had no outstanding commercial paper borrowings.

Credit Lines

Devon has a $3.0 billion syndicated, unsecured revolving line of credit (the "Senior Credit Facility"). As of September 30, 2014, there were no borrowings under the Senior Credit Facility. The Senior Credit Facility contains only one material financial covenant. This covenant requires Devon’s ratio of total funded debt to total capitalization, as defined in the credit agreement, to be no greater than 65 percent. As of September 30, 2014, Devon was in compliance with this covenant with a debt-to-capitalization ratio of 22.7 percent.

Term Loans

In December 2013, in conjunction with the GeoSouthern acquisition, Devon entered into a term loan agreement with a group of major financial institutions. In February 2014, Devon drew $2.0 billion of term loans to finance, in part, the GeoSouthern acquisition and to pay transaction costs. The term loans were repaid on June 30, 2014 with the Canadian divestiture proceeds that were repatriated to the U.S.

EnLink Debt

The table below summarizes the fair value of EnLink’s debt as of March 7, 2014, the formation date of EnLink. The premiums are being amortized using the effective interest method. EnLink’s debt is non-recourse to Devon.


	March 7, 2014 Fair Value of Debt		Effective Rate of Debt
	(In millions)
8.875% due February 15, 2018 (principal of $725 million) (1)	$	760	7.7%
7.125% due June 1, 2022 (principal of $197 million)		226	5.3%
Credit facilities		468
Total long-term debt	$	1,454

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(1)

The 2018 senior notes were redeemed on April 18, 2014.

The Partnership has a $1.0 billion unsecured revolving credit facility, which includes a $500 million letter of credit subfacility. As of September 30, 2014, there were $14.0 million in outstanding letters of credit and $371.0 million outstanding borrowings under the $1.0 billion credit facility, leaving $615.0 million available for future borrowing.

The $1.0 billion credit facility will mature on the fifth anniversary of the initial funding date, which was March 7, 2014, unless EnLink requests, and the requisite lenders agree, to extend it pursuant to its terms. The credit facility contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of consolidated indebtedness to EnLink’s consolidated EBITDA (as defined in the credit facility, which definition includes projected EnLink EBITDA from certain capital expansion projects) of no more than 5.0 to 1.0. If EnLink consummates one or more acquisitions in which the aggregate purchase price is $50 million or more, the maximum allowed ratio of consolidated indebtedness to EnLink’s consolidated EBITDA will increase to 5.5 to 1.0 for the quarter of the acquisition and the three following quarters.

EnLink also has a $250 million revolving credit facility, which includes a $125 million letter of credit subfacility, as well as an additional credit agreement in association with E2 Energy Services LLC under which EnLink can borrow up to $30 million. As of September 30, 2014, EnLink’s outstanding borrowings under the $250 million credit facility were $81 million and $26 million in association with the E2 Energy Services LLC credit agreement. Additionally, as of September 30, 2014, E2 Services had certain promissory notes outstanding related to its vehicle fleet in the amount of $0.4 million due in increments through July 2017.

The $250 million credit facility will mature on March 7, 2019. The credit facility contains certain financial, operational and legal covenants. The financial covenants will be tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter, and include (i) maintaining a maximum consolidated leverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) of 4.00 to 1.00, provided that the maximum consolidated leverage ratio is 4.50 to 1.00 during an acquisition period (as defined in the credit facility) and (ii) maintaining a minimum consolidated interest coverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) of 2.50 to 1.00 at all times prior to the occurrence of an investment grade event (as defined in the credit facility).