Bond KinderMorgan 3.05% ( US49456BAE11 ) in USD

KinderMorgan

100 % ⇌

United States

US49456BAE11 ( in USD )

3.05% per year ( payment 2 times a year)

01/12/2019 - Bond has expired

Prospectus brochure of the bond Kinder Morgan US49456BAE11 in USD 3.05%, expired

1 000 USD

1 500 000 000 USD

49456BAE1

N/A

Kinder Morgan is a major North American energy infrastructure company involved in the transportation and storage of natural gas, oil, and refined products.

The Bond issued by KinderMorgan ( United States ) , in USD, with the ISIN code US49456BAE11, pays a coupon of 3.05% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2019

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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities to be
Amount
Offering Price
Aggregate Offering
Amount of
Registered

Registered

Per Unit

Price

Registration Fee(1)

2.000% Senior Notes due 2017

$500,000,000

99.886%

$499,430,000

$58,034

3.050% Senior Notes due 2019

$1,500,000,000

99.797%

$1,496,955,000

$173,946

4.300% Senior Notes due 2025

$1,500,000,000

99.598%

$1,493,970,000

$173,599

5.300% Senior Notes due 2034

$750,000,000

99.718%

$747,885,000

$86,904

5.550% Senior Notes due 2045

$1,750,000,000

99.663%

$1,744,102,500

$202,665

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 0 4 2 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 21, 2014)
$ 5 0 0 ,0 0 0 ,0 0 0 2 .0 0 0 % Se nior N ot e s due 2 0 1 7
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 3 .0 5 0 % Se nior N ot e s due 2 0 1 9
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 4 .3 0 0 % Se nior N ot e s due 2 0 2 5
$ 7 5 0 ,0 0 0 ,0 0 0 5 .3 0 0 % Se nior N ot e s due 2 0 3 4
$ 1 ,7 5 0 ,0 0 0 ,0 0 0 5 .5 5 0 % Se nior N ot e s due 2 0 4 5
Interest on the senior notes due 2017 ("notes due 2017") is payable semi-annually in arrears on June 1 and December 1 of each year,
beginning on June 1, 2015, and such notes will mature on December 1, 2017. Interest on the senior notes due 2019 ("notes due 2019")
is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2015, and such notes will mature
on December 1, 2019. Interest on the senior notes due 2025 ("notes due 2025") is payable semi-annually in arrears on June 1 and
December 1 of each year, beginning on June 1, 2015, and such notes will mature on June 1, 2025. Interest on the senior notes due
2034 ("notes due 2034") is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2015, and
such notes will mature on December 1, 2034. Interest on the senior notes due 2045 ("notes due 2045" and, together with the notes due
2017, the notes due 2019, the notes due 2025 and the notes due 2034, the "notes") is payable semi-annually in arrears on June 1 and
December 1 of each year, beginning on June 1, 2015, and such notes will mature on June 1, 2045. We may redeem all or a part of the
notes at any time at the applicable redemption prices described under "Description of Notes--Optional Redemption."
The notes will be unconditionally guaranteed, jointly and severally, by substantially all of our wholly owned subsidiaries, and we will
guarantee all of such subsidiaries' indebtedness, pursuant to a cross guarantee agreement that we will enter into after the closing of
this offering and immediately after the consummation of the Transactions (as defined in this prospectus supplement), all of which we
expect will occur on the same day.
Investing in the notes involves risks. Please see "Risk Factors" beginning on page S-6 for more information regarding risks you should
consider before investing in the notes.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus to which it relates. Any
representation to the contrary is a criminal offense.
Public Offe ring
U nde rw rit ing
Proc e e ds t o

Pric e 1

Disc ount s

U s1

Per Note due 2017

99.886%
0.250%
99.636%
Total
$
499,430,000 $
1,250,000 $
498,180,000
Per Note due 2019

99.797%
0.350%
99.447%
Total
$
1,496,955,000 $
5,250,000 $ 1,491,705,000
Per Note due 2025

99.598%
0.450%
99.148%
Total
$
1,493,970,000 $
6,750,000 $ 1,487,220,000
Per Note due 2034

99.718%
0.650%
99.068%
Total
$
747,885,000 $
4,875,000 $
743,010,000
Per Note due 2045

99.663%
0.750%
98.913%
Total
$
1,744,102,500 $
13,125,000 $ 1,730,977,500
1
Plus accrued and unpaid interest, if any, from November 26, 2014 if settlement occurs after that date.
The underwriters expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository
Trust Company on November 26, 2014. The underwriters expect that delivery of the notes will be made against payment therefor on or
about the second business day following the date of this prospectus supplement (this settlement cycle being referred to as "T+2").
Joint Book-Running Managers
Ba rc la ys

BofA M e rrill Lync h

Cit igroup
We lls Fa rgo Se c urit ie s
Cre dit Suisse

De ut sc he Ba nk Se c urit ie s

J .P. M orga n
M U FG
RBC Ca pit a l M a rk e t s

RBS

Sc ot ia ba nk
Co-Managers
CI BC
Cre dit Agric ole CI B
DN B M a rk e t s
M izuho Se c urit ie s
M orga n St a nle y
SOCI ET E GEN ERALE

SunT rust Robinson H um phre y

U BS I nve st m e nt Ba nk
The date of this prospectus supplement is November 24, 2014.
Table of Contents
This document is in two parts. The first part is the prospectus supplement, which provides a brief description of our business and the specific terms
of this offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. If the
description of this offering 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, the accompanying prospectus, any
related free writing prospectus prepared by us or on our behalf or any other information to which we have referred you. We have not, and the
underwriters have not, authorized anyone to provide you with different information. This prospectus supplement and the accompanying prospectus may
only be used where it is legal to offer or sell the offered securities. You should not assume that the information in this prospectus supplement and
accompanying prospectus is accurate as of any date other than the respective date on the front cover of those documents. You should not assume that the
information incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the date the
respective information was filed with the Securities and Exchange Commission. Our business, financial condition, results of operations and prospects
may have changed since those dates.
TABLE OF CONTENTS
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Prospectus Supplement
Summary

S-1
Risk Factors

S-6
Consolidated Ratios of Earnings to Fixed Charges

S-7
Use of Proceeds

S-8
Capitalization

S-9
Description of Notes
S-10
Material U.S. Federal Income Tax Consequences
S-14
Underwriting (Conflicts of Interest)
S-19
Validity of the Notes
S-23
Experts
S-23
Prospectus
About This Prospectus

1
Where You Can Find More Information

1
Kinder Morgan, Inc.

3
Use of Proceeds

3
Description of Debt Securities

4
Cross Guarantee

17
Description of Our Capital Stock

19
Plan of Distribution

31
Validity of the Securities

33
Experts

33
Cautionary Statement Regarding Forward-Looking Statements

35
i
Table of Contents

SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not contain all
of the information that you should consider before making an investment decision. We urge you to read the entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus carefully,
including the historical and pro forma financial statements and notes to those financial statements incorporated by reference in this prospectus
supplement and the accompanying prospectus. Please read "Risk Factors" and "Information Regarding Forward-Looking Statements" in our, KMP's,
EPB's and KMR's Annual Reports on Form 10-K for the year ended December 31, 2013, in each case, as updated by our and their respective
subsequently filed Securities Exchange Act of 1934, as amended (the "Exchange Act") reports for more information about important risks that you
should consider before investing in the notes. As used in this prospectus supplement and the accompanying prospectus, the terms "we," "us" and "our"
mean Kinder Morgan, Inc. and, unless the context otherwise indicates, include its consolidated subsidiaries.
Kinder Morgan, Inc.
Our Business
We are a publicly traded Delaware corporation, with our common stock traded on the New York Stock Exchange ("NYSE") under the ticker
"KMI." We are the largest midstream and the third largest energy company in North America with a combined enterprise value of approximately
$120 billion. We own an interest in or operate approximately 80,000 miles of pipelines and 180 terminals. Our pipelines transport natural gas, refined
petroleum products, crude oil, condensate, carbon dioxide ("CO2") and other products, and our terminals transload and store petroleum products,
ethanol and chemicals, and handle such products as coal, petroleum coke and steel. We are also the leading producer and transporter of CO2, for
enhanced oil recovery projects in North America.
We own the general partner interest of, and significant limited partner interests in, Kinder Morgan Energy Partners, L.P. ("KMP") and El Paso
Pipeline Partners, L.P. ("EPB"), and significant limited liability company interests in Kinder Morgan Management, LLC ("KMR"), including all of its
voting shares.
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On August 9, 2014, we entered into a separate definitive merger agreement with each of KMP, EPB and KMR, pursuant to which we will acquire
directly or indirectly all of the outstanding common units of KMP and EPB and all of the outstanding shares of KMR that we and our subsidiaries do not
already own. The mergers and the other transactions contemplated by each of these merger agreements are collectively referred to as the "Transactions."
Upon completion of the Transactions, we will own all of the outstanding interests in KMP, EPB and KMR, and the common units of KMP and EPB and
the shares of KMR will cease to be publicly traded. On November 20, 2014, our stockholders and the equity holders of KMP, EPB and KMR provided
the necessary approvals related to the Transactions. We currently expect to issue approximately 1.1 billion shares of our Class P common stock and to
pay approximately $3.9 billion of cash consideration in the Transactions and to close the Transactions on or about November 26, 2014. This offering is
not conditioned upon the completion of the Transactions, nor is the completion of the Transactions conditioned upon this offering.
After the closing of this offering and immediately after the consummation of the Transactions, we will enter into a cross guarantee agreement with
substantially all of our wholly owned subsidiaries whereby each party to the agreement will unconditionally guarantee the indebtedness of each other
party to the agreement. We expect that the closing of this offering and the Transactions and the execution of the cross guarantee agreement will occur on
the same day. As a result of the cross guarantee agreement, each of our subsidiaries party to the agreement will unconditionally guarantee the notes
offered hereby. Additionally, we will guarantee the debt of such subsidiaries, which totaled

S-1
Table of Contents
approximately $27.8 billion as of September 30, 2014. For more information, see "Capitalization" in this prospectus supplement and "Cross Guarantee"
in the accompanying prospectus.
Offices
The address of our principal executive offices is 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, and our telephone number at this
address is (713) 369-9000.

S-2
Table of Contents
The Offering
Securities Offered
$6,000,000,000 aggregate principal amount of notes, consisting of:

$500,000,000 principal amount of 2.000% Senior Notes due 2017.

$1,500,000,000 principal amount of 3.050% Senior Notes due 2019.

$1,500,000,000 principal amount of 4.300% Senior Notes due 2025.

$750,000,000 principal amount of 5.300% Senior Notes due 2034.

$1,750,000,000 principal amount of 5.550% Senior Notes due 2045.
Maturity
Notes due 2017 - December 1, 2017.

Notes due 2019 - December 1, 2019.

Notes due 2025 - June 1, 2025.
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Notes due 2034 - December 1, 2034.

Notes due 2045 - June 1, 2045.
Interest Rate
Notes due 2017 - 2.000% per year.

Notes due 2019 - 3.050% per year.

Notes due 2025 - 4.300% per year.

Notes due 2034 - 5.300% per year.

Notes due 2045 - 5.550% per year.
Interest Payment Dates
Interest on the notes due 2017 will be paid semi-annually in arrears on June 1 and December 1 of each year,
beginning on June 1, 2015. Interest on the notes due 2019 will be paid semi-annually in arrears on June 1 and
December 1 of each year, beginning on June 1, 2015. Interest on the notes due 2025 will be paid semi-annually in
arrears on June 1 and December 1 of each year, beginning on June 1, 2015. Interest on the notes due 2034 will be
paid semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2015. Interest on the
notes due 2045 will be paid semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1,
2015. Interest on the notes will accrue from November 26, 2014.
Use of Proceeds
We estimate that we will receive approximately $5,946 million from the sale of the notes, after deducting the
underwriting discount and estimated offering expenses. We expect to use the net proceeds from this offering to
pay the cash portion of the merger consideration for the KMP merger and the EPB merger, related fees and
expenses of the Transactions, and indebtedness outstanding under our and KMP's existing credit agreements. See
"Use of Proceeds" in this prospectus supplement.

Affiliates of certain of the underwriters are lenders under our and KMP's existing credit agreements, and Barclays
Capital Inc., one of the underwriters, is acting as financial advisor in connection with the Transactions.
Accordingly, these entities will receive a portion of the proceeds from this offering. See "Underwriting--Conflicts
of Interest."

S-3
Table of Contents
Optional Redemption
At any time prior to maturity in the case of the notes due 2017, November 1, 2019 in the case of the notes due
2019, March 1, 2025 in the case of the notes due 2025, June 1, 2034 in the case of the notes due 2034, and
December 1, 2044 in the case of the notes due 2045, we may redeem all or a part of the notes of the applicable
series at a price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and
unpaid interest to, but excluding, the redemption date, and a make-whole premium calculated as described herein.
At any time beginning on or after the applicable date in the preceding sentence, we may also redeem all or a part
of the notes of the applicable series at a price equal to 100% of the principal amount of the notes being redeemed
plus accrued and unpaid interest to, but excluding, the redemption date. See "Description of Notes--Optional
Redemption."
Guarantees
The notes will be unconditionally guaranteed, jointly and severally, by substantially all of our wholly owned
subsidiaries (the "subsidiary guarantors") pursuant to a cross guarantee agreement that we will enter into after the
closing of this offering and immediately after the consummation of the Transactions. See "Description of Notes--
Guarantees."
Ranking
The indebtedness evidenced by the notes will be unsecured and will rank equally in right of payment with all of
our and the subsidiary guarantors' other unsecured and unsubordinated indebtedness from time to time
outstanding. The notes will be effectively subordinated to any of our secured debt and the secured debt of the
subsidiary guarantors to the extent of the value of the assets securing such debt. As of the date of this prospectus
supplement, neither we nor any of the subsidiary guarantors had any secured debt outstanding. After giving effect
to this offering, the Transactions and the cross guarantee, there will be approximately $39.3 billion of outstanding
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indebtedness subject to the cross guarantee agreement, none of which will be secured.

See "Description of Notes--Ranking." The indenture does not limit the amount of debt we may incur.
Certain Covenants
We will issue the notes under an indenture with U.S. Bank National Association, as trustee. None of our
subsidiaries is or will be a party to the indenture. The indenture includes covenants, including limitations on:

· liens; and

· sale-leaseback transactions.

These covenants are subject to a number of important exceptions, limitations and qualifications that are described
under "Description of Debt Securities" in the accompanying prospectus.

S-4
Table of Contents
Risk Factors
An investment in the notes involves risks. Please read "Risk Factors" beginning on page S-6 and "Information
Regarding Forward-Looking Statements" in our, KMP's, EPB's and KMR's Annual Reports on Form 10-K for the
year ended December 31, 2013, in each case, as updated by our and their respective subsequently filed Exchange
Act reports. Realization of any of those risks or adverse results from any of the listed matters could have a
material adverse effect on our business, financial condition, cash flows and results of operations.

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the risks described below, in addition to the other information contained or
incorporated by reference in this prospectus supplement and accompanying prospectus. Specifically, please read "Risk Factors" and "Information
Regarding Forward-Looking Statements" in our, KMP's, EPB's and KMR's Annual Reports on Form 10-K for the year ended December 31, 2013, in
each case, as updated by our, KMP's, EPB's and KMR's subsequently filed Exchange Act reports. Realization of any of those risks or adverse results
from any of the listed matters could have a material adverse effect on our business, financial condition, cash flows and results of operations, and you
might lose all or part of your investment.
Risks Related to the Notes
The guarantees by certain of our subsidiaries of the notes could be deemed fraudulent conveyances under certain circumstances, and a court may
try to subordinate or void these subsidiary guarantees.
Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under a guarantee
may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its
guarantee:
·
intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration
for the incurrence of the guarantee;
·
was insolvent or rendered insolvent by reason of such incurrence;
·
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
·
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
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In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the
benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law
applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered
insolvent if:
·
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
·
the present saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent
liabilities, on its existing debts as they become absolute and mature; or
·
it could not pay its debts as they became due.
If the guarantee of any guarantor under the cross guarantee agreement were to be voided as a fraudulent conveyance or held unenforceable for any
other reason, holders of the notes would cease to have any claim in respect of such guarantor and would be creditors solely of us and any guarantor
whose guarantee was not voided or held unenforceable. In such event, noteholders' claims against us concerning an invalid guarantee would be subject
to the prior payment of all liabilities of such guarantor. There can be no assurance that, after providing for all prior claims, there would be sufficient
assets to satisfy your claims relating to any voided guarantee.
S-6
Table of Contents
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our historical consolidated ratios of earnings to fixed charges for the periods indicated are as follows:

Nine Months Ended

Year Ended December 31,

September 30,
2014

2013

2012

2011

2010

2009

2.57

2.74
2.02
1.99

1.75

2.14
In all cases, earnings are determined by adding:
·
income before income taxes, extraordinary items, equity income and noncontrolling interests; plus
·
fixed charges, amortization of capitalized interest and distributed income of equity investees; less
·
capitalized interest.
In all cases, fixed charges include:
·
interest, including capitalized interest; plus
·
amortization of debt issuance costs; plus
·
the estimated interest portion of rental expenses.
S-7
Table of Contents
USE OF PROCEEDS
We expect the net proceeds from this offering of notes to be approximately $5,946 million, after deducting the underwriting discounts and our
estimated expenses of the offering. We expect to use the net proceeds from this offering to pay (i) the cash portion of the merger consideration for the
KMP merger and the EPB merger, (ii) related fees and expenses of the Transactions and (iii) indebtedness outstanding under (a) our credit agreement,
dated as of May 6, 2014, by and among us, a syndicate of lenders and Barclays Bank PLC ("Barclays Bank"), as administrative agent (the "KMI Credit
Agreement"), (b) KMP's credit agreement, dated as of May 1, 2013, by and among KMP, Kinder Morgan Operating L.P. "B", a syndicate of lenders and
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Wells Fargo Bank, National Association, as administrative agent (the "KMP Credit Agreement") and (c) EPB's credit agreement, dated as of May 27,
2011, by and among EPB, El Paso Pipeline Partners Operating Company, L.L.C., Wyoming Interstate Company, L.L.C., a syndicate of lenders and
Bank of America, N.A., as administrative agent (the "EPB Credit Agreement" and, together with the KMI Credit Agreement and the KMP Credit
Agreement, the "Existing Credit Agreements"). We currently expect the cash consideration and expenses to be paid in connection with the Transactions
will be approximately $4.1 billion in the aggregate. As of November 21, 2014, there was $650 million of term loan indebtedness and $820 million of
revolving credit facility borrowings outstanding under the KMI Credit Agreement, $1,750 million of revolving credit facility borrowings outstanding
under the KMP Credit Agreement and no borrowings outstanding under the EPB Credit Agreement.
We have entered into a revolving credit agreement, dated as of September 19, 2014, by and among us, a syndicate of lenders and Barclays Bank, as
administrative agent (the "New Revolving Credit Agreement"). The New Revolving Credit Agreement will be effective upon the closing of the
Transactions and will replace the KMI Credit Agreement, the KMP Credit Agreement and the EPB Credit Agreement. To the extent the net proceeds
from this offering are not sufficient to pay all amounts described in the paragraph above, we will use borrowings under the New Revolving Credit
Agreement to repay borrowings outstanding under the Existing Credit Agreements.
The term loan facility under the KMI Credit Agreement is scheduled to mature on May 6, 2017, and bears interest at a variable rate, which was
approximately 2.13% as of November 21, 2014. The revolving credit facility under the KMI Credit Agreement is scheduled to mature on May 6, 2019,
and bears interest at a variable rate, which was approximately 2.13% as of November 21, 2014. The KMP Credit Agreement is scheduled to mature on
May 1, 2018, and bears interest at a variable rate, which was approximately 1.335% as of November 21, 2014.
Affiliates of several of the underwriters are lenders under the KMI Credit Agreement and the KMP Credit Agreement, and Barclays Capital Inc.,
one of the underwriters, is acting as our financial advisor in connection with the Transactions. Accordingly, these entities will receive a portion of the
proceeds from this offering. See "Underwriting--Conflicts of Interest."
This offering is not conditioned upon completion of the Transactions, nor is completion of the Transactions conditioned upon completion of this
offering.
S-8
Table of Contents
CAPITALIZATION
The following table sets forth our historical consolidated capitalization as of September 30, 2014 and our consolidated capitalization as adjusted to
give effect to:
·
the issuance of the notes pursuant to this prospectus supplement; and
·
the repayment of indebtedness outstanding under the Existing Credit Agreements with a portion of the net proceeds from this offering as
described under "Use of Proceeds" in this prospectus supplement.
You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our
historical financial statements and notes to those financial statements that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

September 30, 2014

As

Historical
adjusted

(Unaudited)

(Dollars in millions)

Cash and cash equivalents(1)

$
472
$
4,726(2)

?
?
?
? ?
?
? ?
?
?
?
? ?
?
? ?

Kinder Morgan, Inc. and its subsidiaries (excluding KMP, EPB and their respective subsidiaries):

Notes payable and current portion of long-term debt(3)

$
1,307
$
400
Long-term debt:

Kinder Morgan Inc:

Senior term loan facility due 2017

650

--
8.25% notes due 2016

67

67
7.00% notes due 2017

786

786
7.00% notes due 2018

82

82
7.25% notes due 2018

477

477
6.50% notes due 2020

349

349
5.00% notes due 2021

750

750
5.625% notes due 2023

750

750
6.67% notes due 2027

7

7
7.25% notes due 2028

32

32
8.05% notes due 2030

234

234
7.80% notes due 2031

537

537
7.75% notes due 2032

1,005

1,005
7.45% notes due 2098

26

26
Other

86

86
2.000% notes due 2017 offered hereby

--

500
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3.050% notes due 2019 offered hereby

--

1,500
4.300% notes due 2025 offered hereby

--

1,500
5.300% notes due 2034 offered hereby

--

750
5.550% notes due 2045 offered hereby

--

1,750
Subsidiaries(4):

Kinder Morgan Finance Company LLC 5.70% notes due 2016

850

850
Kinder Morgan Finance Company LLC 6.00% notes due 2018

750

750
El Paso Capital Trust I 4.75% preferred securities due 2028

139

139
EPC Building LLC 3.967% promissory note due 2035

446

446
Kinder Morgan G.P., Inc. Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057

100

100
Other

63

63

?
?
?
? ?
?
? ?
Total Kinder Morgan, Inc. long-term debt, including current portion and notes payable

9,493

13,936
KMP and its subsidiaries(3)(4)

21,769

21,634
EPB and its subsidiaries(3)(4)

4,790

4,790

?
?
?
? ?
?
? ?
Total long-term debt, including current portion

36,052

40,360

?
?
?
? ?
?
? ?
Stockholders' Equity

Class P common stock, $0.01 par value, 2,000,000,000 shares authorized; 1,028,229,501 shares issued and outstanding

10

10
Additional paid-in capital

14,361

14,361
Retained earnings (deficit)

(1,776)

(1,776)
Accumulated other comprehensive loss

(50)

(50)

?
?
?
? ?
?
? ?
Total Kinder Morgan, Inc. stockholders' equity

12,545

12,545

?
?
?
? ?
?
? ?
Noncontrolling interest

16,224

16,224

?
?
?
? ?
?
? ?

28,769

28,769

?
?
?
? ?
?
? ?
Total capitalization

$
64,821
$
69,129

?
?
?
? ?
?
? ?
?
?
?
? ?
?
? ?

(1)
Includes $268 million of cash and cash equivalents of KMP and its subsidiaries and $148 million of cash and cash equivalents of EPB and its subsidiaries.
(2)
Includes net proceeds from this offering that will be used to pay the cash portion of the merger consideration for the KMP merger and the EPB merger and
expenses related to the Transactions. See "Use of Proceeds."
(3)
As of September 30, 2014, the outstanding revolving credit facility borrowings under the KMI Credit Agreement, the KMP Credit Agreement and the EPB Credit
Agreement were $907 million, $0 and $0, respectively, and KMP had $135 million of commercial paper borrowings outstanding.
(4)
In connection with the Transactions, we and substantially all of our wholly owned subsidiaries will enter into a cross guarantee agreement whereby each entity
unconditionally will guarantee the indebtedness of each other entity, thereby causing us to become liable for the debt of each of such subsidiaries.
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DESCRIPTION OF NOTES
We will issue each series of notes under the existing indenture that we have entered into with U.S. Bank National Association. The following
description, together with the description in the accompanying prospectus, is a summary of the material provisions of the notes and the indenture. It does
not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes.
We have filed a copy of the indenture as an exhibit to the registration statement which includes the accompanying prospectus. In this description, the
terms "we," "us" and "our" mean Kinder Morgan, Inc. only and not any of its subsidiaries or affiliates.
This description of the notes supplements, and, to the extent it is inconsistent, replaces, the description of the general provisions of the notes and the
indenture in the accompanying prospectus. The notes are "senior debt securities" as that term is used in the accompanying prospectus, and will be issued
in book-entry form only. Since only registered holders of a note will be treated as the owner of it for all purposes and only registered holders have
rights under the indenture, references in this section to holders mean only registered holders of notes. See "Description of Debt Securities--Form,
Denomination and Registration; Book-Entry Only System" in the accompanying prospectus.
General
The notes will not be entitled to the benefit of a sinking fund.
We may issue and sell additional notes of each series in the future with the same terms as the notes being offered hereby (except for the public
offering price, issue date and, if applicable, the initial interest payment date) without the consent of the holders of any series of notes. Any such
additional notes will constitute a single series of notes under the indenture.
Principal, Maturity and Interest
The notes due 2017 will mature on December 1, 2017, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of
2.000% per year and will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2015. We will make each
interest payment on the notes to the person in whose name such notes are registered at the close of business on the immediately preceding May 15 or
November 15, as the case may be, whether or not such date is a business day.
The notes due 2019 will mature on December 1, 2019, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of
3.050% per year and will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2015. We will make each
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interest payment on the notes to the person in whose name such notes are registered at the close of business on the immediately preceding May 15 or
November 15, as the case may be, whether or not such date is a business day.
The notes due 2025 will mature on June 1, 2025, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of 4.300%
per year and will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2015. We will make each interest
payment on the notes to the person in whose name such notes are registered at the close of business on the immediately preceding May 15 or
November 15, as the case may be, whether or not such date is a business day.
The notes due 2034 will mature on December 1, 2034, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of
5.300% per year and will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2015. We will make each
interest payment on the notes to the person in whose name such notes are registered at the close of business
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on the immediately preceding May 15 or November 15, as the case may be, whether or not such date is a business day.
The notes due 2045 will mature on June 1, 2045, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of 5.550%
per year and will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2015. We will make each interest
payment on the notes to the person in whose name such notes are registered at the close of business on the immediately preceding May 15 or
November 15, as the case may be, whether or not such date is a business day.
Interest on the notes will accrue from November 26, 2014, and will be computed on the basis of a 360-day year comprised of twelve 30-day
months.
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next
business day, and no interest will accrue for the period from and after such interest payment date, maturity date or redemption date.
Guarantees
In connection with the Transactions, we will enter into a cross guarantee agreement with substantially all of our wholly owned subsidiaries (the
"subsidiary guarantors") whereby each party to the agreement, including us, will unconditionally guarantee the indebtedness of each other party to the
agreement. As a result, the subsidiary guarantors will fully and unconditionally guarantee the full and prompt payment of the principal of and any
premium and interest on the notes when and as the payment becomes due and payable, whether at maturity or otherwise. The cross guarantee agreement
will become effective after the closing of this offering and immediately after the consummation of the Transactions, all of which we expect will occur on
or about November 26, 2014. For more information, see "Cross Guarantee" in the accompanying prospectus.
Ranking
The indebtedness evidenced by the notes will be unsecured and will rank equally in right of payment with all of our and the subsidiary guarantors'
other unsecured and unsubordinated indebtedness from time to time outstanding, including indebtedness under the New Revolving Credit Agreement
and our and the subsidiary guarantors' outstanding series of senior notes. The notes will be effectively subordinated to any of our secured debt and the
secured debt of the subsidiary guarantors to the extent of the value of the assets securing such debt. As of the date of this prospectus supplement, neither
we nor any of the subsidiary guarantors had any secured debt outstanding.
The indenture does not limit our ability to incur additional indebtedness or contain provisions that would afford holders of notes protection in the
event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction. Accordingly, we
could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect our
capital structure or credit rating.
Optional Redemption
At any time prior to maturity in the case of the notes due 2017, November 1, 2019 in the case of the notes due 2019, March 1, 2025 in the case of
the notes due 2025, June 1, 2034 in the case of the notes due 2034, and December 1, 2044 in the case of the notes due 2045, the notes of the applicable
series will be redeemable, at our option, at any time in whole, or from time to time in part, upon not less than 30 and not more than 60 days notice
mailed to each holder of the notes to be redeemed at the holder's address appearing in the note register, at a price equal to 100% of the principal amount
of the notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date,
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