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Delaware
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80-0682103
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Page
Number
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KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Natural gas sales
|
$
|
785
|
|
|
$
|
1,097
|
|
Services
|
1,970
|
|
|
1,829
|
|
||
Product sales and other
|
842
|
|
|
1,121
|
|
||
Total Revenues
|
3,597
|
|
|
4,047
|
|
||
|
|
|
|
||||
Operating Costs, Expenses and Other
|
|
|
|
||||
Costs of sales
|
1,090
|
|
|
1,643
|
|
||
Operations and maintenance
|
505
|
|
|
483
|
|
||
Depreciation, depletion and amortization
|
538
|
|
|
496
|
|
||
General and administrative
|
216
|
|
|
172
|
|
||
Taxes, other than income taxes
|
115
|
|
|
110
|
|
||
Loss on impairments of long-lived assets
|
51
|
|
|
—
|
|
||
Other expense (income), net
|
4
|
|
|
(4
|
)
|
||
Total Operating Costs, Expenses and Other
|
2,519
|
|
|
2,900
|
|
||
|
|
|
|
||||
Operating Income
|
1,078
|
|
|
1,147
|
|
||
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
||||
Earnings from equity investments
|
102
|
|
|
99
|
|
||
Loss on impairments of equity investments
|
(26
|
)
|
|
—
|
|
||
Amortization of excess cost of equity investments
|
(12
|
)
|
|
(10
|
)
|
||
Interest, net
|
(512
|
)
|
|
(448
|
)
|
||
Other, net
|
13
|
|
|
13
|
|
||
Total Other Expense
|
(435
|
)
|
|
(346
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
643
|
|
|
801
|
|
||
|
|
|
|
||||
Income Tax Expense
|
(224
|
)
|
|
(200
|
)
|
||
|
|
|
|
||||
Net Income
|
419
|
|
|
601
|
|
||
|
|
|
|
||||
Net Loss (Income) Attributable to Noncontrolling Interests
|
10
|
|
|
(314
|
)
|
||
|
|
|
|
||||
Net Income Attributable to Kinder Morgan, Inc.
|
$
|
429
|
|
|
$
|
287
|
|
|
|
|
|
||||
Class P Shares
|
|
|
|
||||
Basic Earnings Per Common Share
|
$
|
0.20
|
|
|
$
|
0.28
|
|
|
|
|
|
||||
Basic Weighted-Average Number of Shares Outstanding
|
2,141
|
|
|
1,029
|
|
||
|
|
|
|
||||
Diluted Earnings Per Common Share
|
$
|
0.20
|
|
|
$
|
0.28
|
|
|
|
|
|
||||
Diluted Weighted-Average Number of Shares Outstanding
|
2,151
|
|
|
1,029
|
|
||
|
|
|
|
||||
Dividends Per Common Share Declared for the Period
|
$
|
0.48
|
|
|
$
|
0.42
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net income
|
$
|
419
|
|
|
$
|
601
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||
Change in fair value of derivatives utilized for hedging purposes (net of tax benefit of $1 and $14, respectively)
|
(2
|
)
|
|
(45
|
)
|
||
Reclassification of change in fair value of derivatives to net income (net of tax benefit (expense) of $41 and $(4), respectively)
|
(72
|
)
|
|
14
|
|
||
Foreign currency
translation
adjustments (net of tax benefit of $62 and $18, respectively)
|
(108
|
)
|
|
(62
|
)
|
||
Benefit plan adjustments (net of tax (expense) benefit of
$(3)
and $-, respectively)
|
6
|
|
|
(1
|
)
|
||
Total other comprehensive loss
|
(176
|
)
|
|
(94
|
)
|
||
|
|
|
|
||||
Comprehensive income
|
243
|
|
|
507
|
|
||
Comprehensive loss (income) attributable to noncontrolling interests
|
10
|
|
|
(258
|
)
|
||
Comprehensive income attributable to KMI
|
$
|
253
|
|
|
$
|
249
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
259
|
|
|
$
|
315
|
|
Accounts receivable, net
|
1,420
|
|
|
1,641
|
|
||
Inventories
|
453
|
|
|
459
|
|
||
Fair value of derivative contracts
|
561
|
|
|
535
|
|
||
Deferred income taxes
|
56
|
|
|
56
|
|
||
Other current assets
|
540
|
|
|
746
|
|
||
Total current assets
|
3,289
|
|
|
3,752
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
40,289
|
|
|
38,564
|
|
||
Investments
|
6,011
|
|
|
6,036
|
|
||
Goodwill
|
24,907
|
|
|
24,654
|
|
||
Other intangibles, net
|
3,762
|
|
|
2,302
|
|
||
Deferred income taxes
|
5,545
|
|
|
5,651
|
|
||
Deferred charges and other assets
|
2,361
|
|
|
2,239
|
|
||
Total Assets
|
$
|
86,164
|
|
|
$
|
83,198
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
3,435
|
|
|
$
|
2,717
|
|
Accounts payable
|
1,393
|
|
|
1,588
|
|
||
Accrued interest
|
538
|
|
|
637
|
|
||
Accrued contingencies
|
399
|
|
|
383
|
|
||
Other current liabilities
|
1,019
|
|
|
1,037
|
|
||
Total current liabilities
|
6,784
|
|
|
6,362
|
|
||
|
|
|
|
||||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
39,633
|
|
|
38,212
|
|
||
Preferred interest in general partner of KMP
|
100
|
|
|
100
|
|
||
Debt fair value adjustments
|
2,091
|
|
|
1,934
|
|
||
Total long-term debt
|
41,824
|
|
|
40,246
|
|
||
Other long-term liabilities and deferred credits
|
2,197
|
|
|
2,164
|
|
||
Total long-term liabilities and deferred credits
|
44,021
|
|
|
42,410
|
|
||
Total Liabilities
|
50,805
|
|
|
48,772
|
|
||
|
|
|
|
||||
Commitments and contingencies (Notes 3 and 10)
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,165,283,234 and 2,125,147,116 shares, respectively, issued and outstanding
|
22
|
|
|
21
|
|
||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
37,839
|
|
|
36,178
|
|
||
Retained deficit
|
(2,639
|
)
|
|
(2,106
|
)
|
||
Accumulated other comprehensive loss
|
(193
|
)
|
|
(17
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
35,029
|
|
|
34,076
|
|
||
Noncontrolling interests
|
330
|
|
|
350
|
|
||
Total Stockholders’ Equity
|
35,359
|
|
|
34,426
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
86,164
|
|
|
$
|
83,198
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
419
|
|
|
$
|
601
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
538
|
|
|
496
|
|
||
Deferred income taxes
|
221
|
|
|
111
|
|
||
Amortization of excess cost of equity investments
|
12
|
|
|
10
|
|
||
Loss on impairments of long-lived assets and equity investments
|
77
|
|
|
—
|
|
||
Earnings from equity investments
|
(102
|
)
|
|
(99
|
)
|
||
Distributions from equity investment earnings
|
92
|
|
|
77
|
|
||
Pension contributions and noncash pension benefit credits
|
(12
|
)
|
|
(59
|
)
|
||
Changes in components of working capital, net of the effects of acquisitions
|
|
|
|
||||
Accounts receivable
|
216
|
|
|
178
|
|
||
Income tax receivable
|
195
|
|
|
—
|
|
||
Inventories
|
6
|
|
|
10
|
|
||
Other current assets
|
25
|
|
|
19
|
|
||
Accounts payable
|
(241
|
)
|
|
(140
|
)
|
||
Accrued interest
|
(114
|
)
|
|
(154
|
)
|
||
Accrued contingencies and other current liabilities
|
(12
|
)
|
|
95
|
|
||
Rate reparations, refunds and other litigation reserve adjustments
|
60
|
|
|
—
|
|
||
Other, net
|
(124
|
)
|
|
(27
|
)
|
||
Net Cash Provided by Operating Activities
|
1,256
|
|
|
1,118
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Business acquisitions, net of cash acquired (Note 2)
|
(1,859
|
)
|
|
(960
|
)
|
||
Acquisitions of other assets and investments
|
(5
|
)
|
|
(30
|
)
|
||
Capital expenditures
|
(897
|
)
|
|
(845
|
)
|
||
Contributions to investments
|
(30
|
)
|
|
(36
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
50
|
|
|
38
|
|
||
Other, net
|
(34
|
)
|
|
14
|
|
||
Net Cash Used in Investing Activities
|
(2,775
|
)
|
|
(1,819
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuance of debt
|
7,136
|
|
|
5,191
|
|
||
Payment of debt
|
(6,305
|
)
|
|
(4,184
|
)
|
||
Debt issue costs
|
(16
|
)
|
|
(12
|
)
|
||
Issuances of shares
|
1,626
|
|
|
—
|
|
||
Cash dividends
|
(962
|
)
|
|
(425
|
)
|
||
Repurchases of shares and warrants
|
—
|
|
|
(149
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
684
|
|
||
Distributions to noncontrolling interests
|
(10
|
)
|
|
(479
|
)
|
||
Other, net
|
(1
|
)
|
|
—
|
|
||
Net Cash Provided by Financing Activities
|
1,468
|
|
|
626
|
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(5
|
)
|
|
(10
|
)
|
||
|
|
|
|
||||
Net decrease in Cash and Cash Equivalents
|
(56
|
)
|
|
(85
|
)
|
||
Cash and Cash Equivalents, beginning of period
|
315
|
|
|
598
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
259
|
|
|
$
|
513
|
|
|
|||||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Assets acquired by the assumption or incurrence of liabilities
|
$
|
1,606
|
|
|
$
|
—
|
|
Net assets contributed to equity investment
|
$
|
27
|
|
|
$
|
—
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
$
|
592
|
|
|
$
|
566
|
|
Cash refunded during the period for income taxes, net
|
$
|
(196
|
)
|
|
$
|
(2
|
)
|
|
Three Months Ended March 31, 2015
|
|||||||||||||||||||||||||||||
|
Outstanding shares
|
|
Par value of common shares
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
|||||||||||||||
Beginning Balance at
December 31, 2014
|
2,125
|
|
|
$
|
21
|
|
|
$
|
36,178
|
|
|
$
|
(2,106
|
)
|
|
$
|
(17
|
)
|
|
$
|
34,076
|
|
|
$
|
350
|
|
|
$
|
34,426
|
|
Issuances of shares
|
39
|
|
|
1
|
|
|
1,625
|
|
|
|
|
|
|
1,626
|
|
|
|
|
1,626
|
|
||||||||||
EP Trust I Preferred security conversions
|
1
|
|
|
|
|
19
|
|
|
|
|
|
|
19
|
|
|
|
|
19
|
|
|||||||||||
Warrants exercised
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
||||||||||||
Amortization of restricted shares
|
|
|
|
|
16
|
|
|
|
|
|
|
16
|
|
|
|
|
16
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
429
|
|
|
|
|
429
|
|
|
(10
|
)
|
|
419
|
|
|||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||||||||
Cash dividends
|
|
|
|
|
|
|
(962
|
)
|
|
|
|
(962
|
)
|
|
|
|
(962
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(176
|
)
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|||||||||||
Ending Balance at
March 31, 2015
|
2,165
|
|
|
$
|
22
|
|
|
$
|
37,839
|
|
|
$
|
(2,639
|
)
|
|
$
|
(193
|
)
|
|
$
|
35,029
|
|
|
$
|
330
|
|
|
$
|
35,359
|
|
|
Three Months Ended March 31, 2014
|
|||||||||||||||||||||||||||||
|
Outstanding shares
|
|
Par value of common shares
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
|||||||||||||||
Beginning Balance at
December 31, 2013
|
1,031
|
|
|
$
|
10
|
|
|
$
|
14,479
|
|
|
$
|
(1,372
|
)
|
|
$
|
(24
|
)
|
|
$
|
13,093
|
|
|
$
|
15,192
|
|
|
$
|
28,285
|
|
Shares repurchased
|
(3
|
)
|
|
|
|
(94
|
)
|
|
|
|
|
|
(94
|
)
|
|
|
|
(94
|
)
|
|||||||||||
Warrants repurchased
|
|
|
|
|
(55
|
)
|
|
|
|
|
|
(55
|
)
|
|
|
|
(55
|
)
|
||||||||||||
Amortization of restricted shares
|
|
|
|
|
14
|
|
|
|
|
|
|
14
|
|
|
|
|
14
|
|
||||||||||||
Impact from equity transactions of KMP, EPB and KMR
|
|
|
|
|
13
|
|
|
|
|
|
|
13
|
|
|
(21
|
)
|
|
(8
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
287
|
|
|
|
|
287
|
|
|
314
|
|
|
601
|
|
||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(479
|
)
|
|
(479
|
)
|
|||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
684
|
|
|
684
|
|
|||||||||||
Cash dividends
|
|
|
|
|
|
|
(425
|
)
|
|
|
|
(425
|
)
|
|
|
|
(425
|
)
|
||||||||||||
Other
|
|
|
|
|
5
|
|
|
|
|
|
|
5
|
|
|
|
|
5
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(38
|
)
|
|
(38
|
)
|
|
(56
|
)
|
|
(94
|
)
|
|||||||||||
Ending Balance at
March 31, 2014
|
1,028
|
|
|
$
|
10
|
|
|
$
|
14,362
|
|
|
$
|
(1,510
|
)
|
|
$
|
(62
|
)
|
|
$
|
12,800
|
|
|
$
|
15,634
|
|
|
$
|
28,434
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Class P
|
$
|
426
|
|
|
$
|
284
|
|
Participating securities(a)
|
3
|
|
|
3
|
|
||
Net Income Attributable to Kinder Morgan, Inc.
|
$
|
429
|
|
|
$
|
287
|
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Basic Weighted-Average Number of Shares Outstanding
|
2,141
|
|
|
1,029
|
|
Effect of dilutive securities:
|
|
|
|
||
Warrants(b)
|
10
|
|
|
—
|
|
Diluted Weighted-Average Number of Shares Outstanding
|
2,151
|
|
|
1,029
|
|
(a)
|
Participating securities are unvested restricted stock awards issued to management employees that contain non-forfeitable rights to dividend equivalent payments.
|
(b)
|
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.
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Unvested restricted stock awards
|
7
|
|
|
7
|
|
Warrants to purchase our Class P shares
|
289
|
|
|
341
|
|
Convertible trust preferred securities
|
9
|
|
|
10
|
|
|
Acquisitions
|
||||||
|
Hiland
|
|
Vopak Terminal Assets
|
||||
Purchase Price Allocation:
|
|
|
|
||||
Current assets
|
$
|
44
|
|
|
$
|
3
|
|
Property, plant and equipment
|
1,521
|
|
|
131
|
|
||
Goodwill
|
238
|
|
|
29
|
|
||
Other intangibles(a)
|
1,507
|
|
|
—
|
|
||
Total assets acquired
|
3,310
|
|
|
163
|
|
||
Current liabilities
|
(187
|
)
|
|
(2
|
)
|
||
Debt
|
(1,411
|
)
|
|
—
|
|
||
Other liabilities
|
(3
|
)
|
|
(3
|
)
|
||
Cash consideration
|
$
|
1,709
|
|
|
$
|
158
|
|
(a)
|
Relates to customer contracts and relationships with a weighted average amortization period of
16.4 years
.
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
KMI and Subsidiaries
|
|
|
|
|
||||
Senior notes, 1.50% through 8.25%, due 2015 through 2098(a)
|
|
$
|
13,330
|
|
|
$
|
11,438
|
|
Credit facility due November 26, 2019(b)
|
|
600
|
|
|
850
|
|
||
Commercial paper borrowings(b)
|
|
296
|
|
|
386
|
|
||
KMP
|
|
|
|
|
||||
Senior notes, 2.65% through 9.00%, due 2015 through 2044(c)
|
|
20,360
|
|
|
20,660
|
|
||
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
|
|
||
CIG senior notes, 5.95% through 6.85%, due 2015 through 2037
|
|
440
|
|
|
475
|
|
||
SNG notes, 4.40% through 8.00%, due 2017 through 2032
|
|
1,211
|
|
|
1,211
|
|
||
Other Subsidiary Borrowings (as obligor)
|
|
|
|
|
||||
Kinder Morgan Finance Company, LLC, senior notes, 5.70% through 6.40%, due 2016 through 2036
|
|
1,636
|
|
|
1,636
|
|
||
Hiland Partners Holdings LLC, senior notes, 5.50% and 7.25%, due 2020 and 2022(d)
|
|
975
|
|
|
—
|
|
||
EPC Building, LLC, promissory note, 3.967%, due 2015 through 2035
|
|
450
|
|
|
453
|
|
||
Preferred securities, 4.75%, due March 31, 2028
|
|
232
|
|
|
280
|
|
||
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock
|
|
100
|
|
|
100
|
|
||
Other miscellaneous debt
|
|
301
|
|
|
303
|
|
||
Total debt – KMI and Subsidiaries
|
|
43,168
|
|
|
41,029
|
|
||
Less: Current portion of debt(e)
|
|
3,435
|
|
|
2,717
|
|
||
Total long-term debt – KMI and Subsidiaries(f)
|
|
$
|
39,733
|
|
|
$
|
38,312
|
|
(a)
|
March 31, 2015 amount includes senior notes that are denominated in Euros and have been converted and are reported at the March 31, 2015 exchange rate of
1.0731
U.S. dollars per Euro. We also entered into cross-currency swap agreements associated with these senior notes (see Note 5).
|
(b)
|
As of
March 31, 2015
and
December 31, 2014
, the weighted average interest rates on our credit facility borrowings, including commercial paper borrowings, were
1.56%
and
1.54%
, respectively.
|
(c)
|
On January 1, 2015, EPB and EPPOC merged with and into KMP. On that date, KMP succeeded EPPOC as the issuer of approximately
$2.9 billion
of EPPOC’s senior notes, which were guaranteed by EPB, and EPB and EPPOC ceased to be obligors for those senior notes.
|
(d)
|
Represents the principal amount of senior notes assumed in the Hiland acquisition.
|
(e)
|
Amounts include outstanding credit facility and commercial paper borrowings.
|
(f)
|
As of
March 31, 2015
and
December 31, 2014
, our “Debt fair value adjustments” increased our combined debt balances by
$2,091 million
and
$1,934 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.
|
|
|
|
Issuances
|
|
$800 million 5.05% notes due 2046
|
|
|
$815 million 1.50% notes due 2022(a)
|
|
|
$543 million 2.25% notes due 2027(a)
|
|
|
|
Repayments
|
|
$300 million 5.625% notes due 2015
|
|
|
$250 million 5.15% notes due 2015
|
(a)
|
Senior notes are denominated in Euros and are presented above in U.S. dollars at the exchange rate on the issuance date of
1.086
U.S. dollars per Euro. We also entered into cross-currency swap agreements associated with these senior notes (see Note 5).
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Per common share cash dividend declared for the period
|
$
|
0.48
|
|
|
$
|
0.42
|
|
Per common share cash dividend paid in the period
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(12.8
|
)
|
|
MMBbl
|
Crude oil basis
|
(12.1
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(50.7
|
)
|
|
Bcf
|
Natural gas basis
|
(25.9
|
)
|
|
Bcf
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(14.2
|
)
|
|
MMBbl
|
Crude oil basis
|
(0.3
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(17.9
|
)
|
|
Bcf
|
Natural gas basis
|
(16.5
|
)
|
|
Bcf
|
NGL fixed price
|
(52.7
|
)
|
|
MMBbl
|
Fair Value of Derivative Contracts
|
||||||||||||||||||
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2015 |
|
December 31,
2014 |
||||||||
|
|
Balance sheet location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas and crude derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
318
|
|
|
$
|
309
|
|
|
$
|
(63
|
)
|
|
$
|
(34
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
44
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
362
|
|
|
315
|
|
|
(65
|
)
|
|
(34
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
171
|
|
|
143
|
|
|
—
|
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
329
|
|
|
260
|
|
|
(5
|
)
|
|
(53
|
)
|
||||
Subtotal
|
|
|
|
500
|
|
|
403
|
|
|
(5
|
)
|
|
(53
|
)
|
||||
Cross-currency swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||
Total
|
|
|
|
862
|
|
|
718
|
|
|
(124
|
)
|
|
(87
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas, crude and NGL derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
62
|
|
|
73
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
174
|
|
|
196
|
|
|
(1
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
236
|
|
|
269
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Power derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
10
|
|
|
10
|
|
|
(56
|
)
|
|
(57
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
(16
|
)
|
||||
Subtotal
|
|
|
|
11
|
|
|
10
|
|
|
(60
|
)
|
|
(73
|
)
|
||||
Total
|
|
|
|
247
|
|
|
279
|
|
|
(62
|
)
|
|
(75
|
)
|
||||
Total derivatives
|
|
|
|
$
|
1,109
|
|
|
$
|
997
|
|
|
$
|
(186
|
)
|
|
$
|
(162
|
)
|
Derivatives in fair value hedging relationships
|
|
Location of gain/(loss) recognized in income on derivatives
|
|
Amount of gain/(loss) recognized in income
on derivatives and related hedged item
|
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
145
|
|
|
$
|
55
|
|
|
|
|
|
|
|
|
||||
Hedged fixed rate debt
|
|
Interest expense
|
|
$
|
(139
|
)
|
|
$
|
(55
|
)
|
Derivatives in cash flow hedging relationships
|
|
Amount of gain/(loss)
recognized in OCI
on derivative (effective portion)(a)
|
|
Location of gain/(loss) reclassified from Accumulated OCI into income (effective portion)
|
|
Amount of gain/(loss) reclassified from Accumulated OCI
into income (effective portion)(b)
|
|
Location of gain/(loss) recognized in income on
derivative (ineffective portion and amount excluded from
effectiveness testing)
|
|
Amount of gain/(loss)
recognized in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
Three Months Ended March 31,
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||||||
Energy commodity
derivative contracts
|
|
$
|
35
|
|
|
$
|
(43
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
24
|
|
|
$
|
(9
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
64
|
|
|
(6
|
)
|
|
Revenues—Product
sales and other
|
|
7
|
|
|
(5
|
)
|
||||||||
|
|
|
|
|
|
|
Costs of sales
|
|
(5
|
)
|
|
1
|
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
|||||||
Interest rate swap
agreements
|
|
(3
|
)
|
|
(2
|
)
|
|
Interest expense
|
|
(1
|
)
|
|
—
|
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
(34
|
)
|
|
—
|
|
|
Other, net
|
|
(10
|
)
|
|
—
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
(2
|
)
|
|
$
|
(45
|
)
|
|
Total
|
|
$
|
72
|
|
|
$
|
(14
|
)
|
|
Total
|
|
$
|
7
|
|
|
$
|
(5
|
)
|
(a)
|
We expect to reclassify an approximate
$175 million
gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of
March 31, 2015
into earnings during the next
twelve months
(when the associated forecasted sales and purchases are also expected to occur), however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.
|
(b)
|
Amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).
|
Derivatives not designated as accounting hedges
|
|
Location of gain/(loss) recognized in income on derivatives
|
|
Amount of gain/(loss) recognized in income on derivatives
|
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
2015
|
|
2014
|
||||
Energy commodity derivative contracts
|
|
Revenues—Natural gas sales
|
|
$
|
4
|
|
|
$
|
(7
|
)
|
|
|
Revenues—Product sales and other
|
|
45
|
|
|
(1
|
)
|
||
|
|
Costs of sales
|
|
(3
|
)
|
|
10
|
|
||
|
|
Other expense (income)
|
|
—
|
|
|
(2
|
)
|
||
Total(a)
|
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive income/(loss)
|
||||||||
Balance as of December 31, 2014
|
$
|
327
|
|
|
$
|
(108
|
)
|
|
$
|
(236
|
)
|
|
$
|
(17
|
)
|
Other comprehensive loss before reclassifications
|
(2
|
)
|
|
(108
|
)
|
|
6
|
|
|
(104
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
||||
Net current-period other comprehensive loss
|
(74
|
)
|
|
(108
|
)
|
|
6
|
|
|
(176
|
)
|
||||
Balance as of March 31, 2015
|
$
|
253
|
|
|
$
|
(216
|
)
|
|
$
|
(230
|
)
|
|
$
|
(193
|
)
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive loss
|
||||||||
Balance as of December 31, 2013
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
(23
|
)
|
|
$
|
(24
|
)
|
Other comprehensive loss before reclassifications
|
(19
|
)
|
|
(25
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Net current-period other comprehensive loss
|
(13
|
)
|
|
(25
|
)
|
|
—
|
|
|
(38
|
)
|
||||
Balance as of March 31, 2014
|
$
|
(16
|
)
|
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(62
|
)
|
•
|
Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
|
•
|
Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and
|
•
|
Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).
|
|
Balance sheet asset
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Cash collateral held(b)
|
||||||||||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
39
|
|
|
$
|
559
|
|
|
$
|
11
|
|
|
$
|
609
|
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
$
|
539
|
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
497
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
49
|
|
|
$
|
533
|
|
|
$
|
12
|
|
|
$
|
594
|
|
|
$
|
(46
|
)
|
|
$
|
(13
|
)
|
|
$
|
535
|
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
403
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
359
|
|
|
Balance sheet liability
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Collateral posted(c)
|
||||||||||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(26
|
)
|
|
$
|
(41
|
)
|
|
$
|
(60
|
)
|
|
$
|
(127
|
)
|
|
$
|
70
|
|
|
$
|
44
|
|
|
$
|
(13
|
)
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(25
|
)
|
|
$
|
(11
|
)
|
|
$
|
(73
|
)
|
|
$
|
(109
|
)
|
|
$
|
46
|
|
|
$
|
47
|
|
|
$
|
(16
|
)
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
(a)
|
Level 1 consists primarily of New York Mercantile Exchange (NYMEX) natural gas futures. Level 2 consists primarily of OTC West Texas Intermediate (WTI) swaps and options. Level 3 consists primarily of power derivative contracts.
|
(b)
|
Cash margin deposits held by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current liabilities” on our accompanying consolidated balance sheets.
|
(c)
|
Cash margin deposits posted by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current assets” on our accompanying consolidated balance sheets.
|
Significant unobservable inputs (Level 3)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Derivatives-net asset (liability)
|
|
|
|
||||
Beginning of Period
|
$
|
(61
|
)
|
|
$
|
(110
|
)
|
Total gains or (losses)
|
|
|
|
||||
Included in earnings
|
—
|
|
|
7
|
|
||
Included in other comprehensive loss
|
—
|
|
|
(1
|
)
|
||
Settlements
|
12
|
|
|
4
|
|
||
End of Period
|
$
|
(49
|
)
|
|
$
|
(100
|
)
|
The amount of total gains or (losses) for the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets held at the reporting date
|
$
|
1
|
|
|
$
|
3
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
45,259
|
|
|
$
|
46,480
|
|
|
$
|
42,963
|
|
|
$
|
43,582
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Natural Gas Pipelines
|
|
|
|
||||
Revenues from external customers
|
$
|
2,177
|
|
|
$
|
2,557
|
|
Intersegment revenues
|
3
|
|
|
4
|
|
||
CO
2
|
446
|
|
|
483
|
|
||
Terminals
|
457
|
|
|
391
|
|
||
Products Pipelines
|
444
|
|
|
534
|
|
||
Kinder Morgan Canada
|
60
|
|
|
69
|
|
||
Other
|
4
|
|
|
4
|
|
||
Total segment revenues
|
3,591
|
|
|
4,042
|
|
||
Other revenues
|
9
|
|
|
9
|
|
||
Less: Total intersegment revenues
|
(3
|
)
|
|
(4
|
)
|
||
Total consolidated revenues
|
$
|
3,597
|
|
|
$
|
4,047
|
|
|
Three Months Ended March 30,
|
||||||
|
2015
|
|
2014
|
||||
Segment Earnings Before DD&A(a)
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
1,015
|
|
|
$
|
1,070
|
|
CO
2
|
336
|
|
|
363
|
|
||
Terminals
|
270
|
|
|
210
|
|
||
Products Pipelines
|
246
|
|
|
208
|
|
||
Kinder Morgan Canada
|
41
|
|
|
48
|
|
||
Other
|
(6
|
)
|
|
7
|
|
||
Total segment earnings before DD&A
|
1,902
|
|
|
1,906
|
|
||
DD&A expense
|
(538
|
)
|
|
(496
|
)
|
||
Amortization of excess cost of investments
|
(12
|
)
|
|
(10
|
)
|
||
Other revenues
|
9
|
|
|
9
|
|
||
General and administrative expense
|
(216
|
)
|
|
(172
|
)
|
||
Interest expense, net of unallocable interest income
|
(514
|
)
|
|
(450
|
)
|
||
Unallocable income tax expense
|
(212
|
)
|
|
(186
|
)
|
||
Total consolidated net income
|
$
|
419
|
|
|
$
|
601
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
54,539
|
|
|
$
|
52,523
|
|
CO
2
|
5,318
|
|
|
5,227
|
|
||
Terminals
|
9,071
|
|
|
8,850
|
|
||
Products Pipelines
|
8,364
|
|
|
7,179
|
|
||
Kinder Morgan Canada
|
1,480
|
|
|
1,593
|
|
||
Other
|
443
|
|
|
459
|
|
||
Total segment assets
|
79,215
|
|
|
75,831
|
|
||
Corporate assets(b)
|
6,920
|
|
|
7,311
|
|
||
Assets held for sale
|
29
|
|
|
56
|
|
||
Total consolidated assets
|
$
|
86,164
|
|
|
$
|
83,198
|
|
(a)
|
We evaluate performance based on each segment’s earnings before DD&A. Amounts include revenues, earnings from equity investments, allocable interest income, and other, net, less operating expenses, allocable income taxes, and other expense (income), net, and losses on impairments of long-lived assets and equity investments. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(b)
|
Includes cash and cash equivalents, margin and restricted deposits, unallocable interest receivable, prepaid assets and deferred charges, risk management assets related to debt fair value adjustments and miscellaneous corporate assets (such as information technology and telecommunications equipment) not allocated to individual segments.
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
24
|
|
|
27
|
|
|
6
|
|
|
7
|
|
||||
Expected return on assets
|
(43
|
)
|
|
(43
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
Amortization of prior service credits
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Amortization of net actuarial loss
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net benefit plan credit
|
$
|
(12
|
)
|
|
$
|
(9
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended March 31, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,226
|
|
|
$
|
375
|
|
|
$
|
(13
|
)
|
|
$
|
3,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|
89
|
|
|
—
|
|
|
1,090
|
|
|||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
91
|
|
|
—
|
|
|
538
|
|
|||||||
Other operating expenses
|
|
12
|
|
|
38
|
|
|
1
|
|
|
685
|
|
|
168
|
|
|
(13
|
)
|
|
891
|
|
|||||||
Total operating costs, expenses and other
|
|
17
|
|
|
38
|
|
|
1
|
|
|
2,128
|
|
|
348
|
|
|
(13
|
)
|
|
2,519
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(8
|
)
|
|
(38
|
)
|
|
(1
|
)
|
|
1,098
|
|
|
27
|
|
|
—
|
|
|
1,078
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (losses) from consolidated subsidiaries
|
|
605
|
|
|
883
|
|
|
(23
|
)
|
|
548
|
|
|
16
|
|
|
(2,029
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||||
Interest, net
|
|
(104
|
)
|
|
(27
|
)
|
|
(12
|
)
|
|
(355
|
)
|
|
(14
|
)
|
|
—
|
|
|
(512
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes
|
|
493
|
|
|
818
|
|
|
(36
|
)
|
|
1,364
|
|
|
33
|
|
|
(2,029
|
)
|
|
643
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(64
|
)
|
|
(2
|
)
|
|
—
|
|
|
(157
|
)
|
|
(1
|
)
|
|
—
|
|
|
(224
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss)
|
|
429
|
|
|
816
|
|
|
(36
|
)
|
|
1,207
|
|
|
32
|
|
|
(2,029
|
)
|
|
419
|
|
|||||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Net income (loss) attributable to controlling interests
|
|
$
|
429
|
|
|
$
|
816
|
|
|
$
|
(36
|
)
|
|
$
|
1,207
|
|
|
$
|
32
|
|
|
$
|
(2,019
|
)
|
|
$
|
429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
$
|
429
|
|
|
$
|
816
|
|
|
$
|
(36
|
)
|
|
$
|
1,207
|
|
|
$
|
32
|
|
|
$
|
(2,029
|
)
|
|
$
|
419
|
|
Total other comprehensive loss
|
|
(176
|
)
|
|
(238
|
)
|
|
—
|
|
|
(295
|
)
|
|
(164
|
)
|
|
697
|
|
|
(176
|
)
|
|||||||
Comprehensive income (loss)
|
|
253
|
|
|
578
|
|
|
(36
|
)
|
|
912
|
|
|
(132
|
)
|
|
(1,332
|
)
|
|
243
|
|
|||||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
253
|
|
|
$
|
578
|
|
|
$
|
(36
|
)
|
|
$
|
912
|
|
|
$
|
(132
|
)
|
|
$
|
(1,322
|
)
|
|
$
|
253
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended March 31, 2014
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Total Revenues
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,630
|
|
|
$
|
406
|
|
|
$
|
2
|
|
|
$
|
4,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|
132
|
|
|
14
|
|
|
1,643
|
|
|||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|
92
|
|
|
—
|
|
|
496
|
|
|||||||
Other operating expenses
|
|
8
|
|
|
1
|
|
|
7
|
|
|
639
|
|
|
118
|
|
|
(12
|
)
|
|
761
|
|
|||||||
Total operating costs, expenses and other
|
|
13
|
|
|
1
|
|
|
7
|
|
|
2,535
|
|
|
342
|
|
|
2
|
|
|
2,900
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(4
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
1,095
|
|
|
64
|
|
|
—
|
|
|
1,147
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from consolidated subsidiaries
|
|
506
|
|
|
947
|
|
|
44
|
|
|
359
|
|
|
456
|
|
|
(2,312
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||
Interest, net
|
|
(132
|
)
|
|
(24
|
)
|
|
(11
|
)
|
|
(250
|
)
|
|
(31
|
)
|
|
—
|
|
|
(448
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
10
|
|
|
—
|
|
|
3
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
|
370
|
|
|
922
|
|
|
26
|
|
|
1,296
|
|
|
499
|
|
|
(2,312
|
)
|
|
801
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(34
|
)
|
|
(3
|
)
|
|
—
|
|
|
(11
|
)
|
|
(152
|
)
|
|
—
|
|
|
(200
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
336
|
|
|
919
|
|
|
26
|
|
|
1,285
|
|
|
347
|
|
|
(2,312
|
)
|
|
601
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
(49
|
)
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
(314
|
)
|
|||||||
Net income attributable to controlling interests
|
|
$
|
287
|
|
|
$
|
850
|
|
|
$
|
26
|
|
|
$
|
1,285
|
|
|
$
|
347
|
|
|
$
|
(2,508
|
)
|
|
$
|
287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
$
|
336
|
|
|
$
|
919
|
|
|
$
|
26
|
|
|
$
|
1,285
|
|
|
$
|
347
|
|
|
$
|
(2,312
|
)
|
|
$
|
601
|
|
Total other comprehensive loss
|
|
(49
|
)
|
|
(118
|
)
|
|
—
|
|
|
(146
|
)
|
|
(110
|
)
|
|
329
|
|
|
(94
|
)
|
|||||||
Comprehensive income
|
|
287
|
|
|
801
|
|
|
26
|
|
|
1,139
|
|
|
237
|
|
|
(1,983
|
)
|
|
507
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
(38
|
)
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(258
|
)
|
|||||||
Comprehensive income attributable to controlling interests
|
|
$
|
249
|
|
|
$
|
733
|
|
|
$
|
26
|
|
|
$
|
1,139
|
|
|
$
|
237
|
|
|
$
|
(2,135
|
)
|
|
$
|
249
|
|
Condensed Consolidating Balance Sheets as of March 31, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
259
|
|
Other current assets - affiliates
|
|
3,138
|
|
|
1,833
|
|
|
18
|
|
|
12,665
|
|
|
574
|
|
|
(18,228
|
)
|
|
—
|
|
|||||||
All other current assets
|
|
202
|
|
|
153
|
|
|
1
|
|
|
2,354
|
|
|
333
|
|
|
(13
|
)
|
|
3,030
|
|
|||||||
Property, plant and equipment, net
|
|
277
|
|
|
—
|
|
|
1
|
|
|
31,462
|
|
|
8,549
|
|
|
—
|
|
|
40,289
|
|
|||||||
Investments
|
|
16
|
|
|
2
|
|
|
—
|
|
|
5,885
|
|
|
108
|
|
|
—
|
|
|
6,011
|
|
|||||||
Investments in subsidiaries
|
|
32,381
|
|
|
31,011
|
|
|
1,888
|
|
|
17,741
|
|
|
3,324
|
|
|
(86,345
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
15,089
|
|
|
22
|
|
|
920
|
|
|
5,688
|
|
|
3,188
|
|
|
—
|
|
|
24,907
|
|
|||||||
Notes receivable from affiliates
|
|
4,590
|
|
|
22,593
|
|
|
—
|
|
|
2,256
|
|
|
323
|
|
|
(29,762
|
)
|
|
—
|
|
|||||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,159
|
|
|
—
|
|
|
(3,614
|
)
|
|
5,545
|
|
|||||||
Other non-current assets
|
|
310
|
|
|
449
|
|
|
—
|
|
|
5,236
|
|
|
128
|
|
|
—
|
|
|
6,123
|
|
|||||||
Total assets
|
|
$
|
56,016
|
|
|
$
|
56,078
|
|
|
$
|
2,828
|
|
|
$
|
92,486
|
|
|
$
|
16,718
|
|
|
$
|
(137,962
|
)
|
|
$
|
86,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current portion of debt
|
|
$
|
963
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
1,471
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
3,435
|
|
Other current liabilities - affiliates
|
|
551
|
|
|
13,417
|
|
|
276
|
|
|
3,343
|
|
|
641
|
|
|
(18,228
|
)
|
|
—
|
|
|||||||
All other current liabilities
|
|
302
|
|
|
224
|
|
|
16
|
|
|
2,105
|
|
|
715
|
|
|
(13
|
)
|
|
3,349
|
|
|||||||
Long-term debt
|
|
13,965
|
|
|
20,271
|
|
|
384
|
|
|
6,510
|
|
|
694
|
|
|
—
|
|
|
41,824
|
|
|||||||
Notes payable to affiliates
|
|
2,542
|
|
|
448
|
|
|
606
|
|
|
24,784
|
|
|
1,382
|
|
|
(29,762
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
2,126
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,486
|
|
|
(3,614
|
)
|
|
—
|
|
|||||||
All other long-term liabilities and deferred credits
|
|
538
|
|
|
175
|
|
|
—
|
|
|
989
|
|
|
495
|
|
|
—
|
|
|
2,197
|
|
|||||||
Total liabilities
|
|
20,987
|
|
|
35,410
|
|
|
1,284
|
|
|
39,202
|
|
|
5,539
|
|
|
(51,617
|
)
|
|
50,805
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total KMI equity
|
|
35,029
|
|
|
20,668
|
|
|
1,544
|
|
|
53,284
|
|
|
11,179
|
|
|
(86,675
|
)
|
|
35,029
|
|
|||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
330
|
|
|||||||
Total stockholders’ equity
|
|
35,029
|
|
|
20,668
|
|
|
1,544
|
|
|
53,284
|
|
|
11,179
|
|
|
(86,345
|
)
|
|
35,359
|
|
|||||||
Total liabilities and stockholders’ equity
|
|
$
|
56,016
|
|
|
$
|
56,078
|
|
|
$
|
2,828
|
|
|
$
|
92,486
|
|
|
$
|
16,718
|
|
|
$
|
(137,962
|
)
|
|
$
|
86,164
|
|
Condensed Consolidating Balance Sheets as of December 31, 2014
(In Millions)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
4
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
315
|
|
Other current assets - affiliates
|
|
1,868
|
|
|
1,335
|
|
|
11
|
|
|
11,573
|
|
|
403
|
|
|
(15,190
|
)
|
|
—
|
|
|||||||
All other current assets
|
|
397
|
|
|
152
|
|
|
3
|
|
|
2,547
|
|
|
358
|
|
|
(20
|
)
|
|
3,437
|
|
|||||||
Property, plant and equipment, net
|
|
263
|
|
|
—
|
|
|
5
|
|
|
29,490
|
|
|
8,806
|
|
|
—
|
|
|
38,564
|
|
|||||||
Investments
|
|
16
|
|
|
1
|
|
|
—
|
|
|
5,910
|
|
|
109
|
|
|
—
|
|
|
6,036
|
|
|||||||
Investments in subsidiaries
|
|
31,372
|
|
|
33,414
|
|
|
1,911
|
|
|
17,868
|
|
|
3,337
|
|
|
(87,902
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
15,087
|
|
|
22
|
|
|
920
|
|
|
5,419
|
|
|
3,206
|
|
|
—
|
|
|
24,654
|
|
|||||||
Notes receivable from affiliates
|
|
4,459
|
|
|
19,832
|
|
|
—
|
|
|
2,415
|
|
|
496
|
|
|
(27,202
|
)
|
|
—
|
|
|||||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,256
|
|
|
—
|
|
|
(3,605
|
)
|
|
5,651
|
|
|||||||
Other non-current assets
|
|
287
|
|
|
360
|
|
|
—
|
|
|
3,782
|
|
|
112
|
|
|
—
|
|
|
4,541
|
|
|||||||
Total assets
|
|
$
|
53,753
|
|
|
$
|
55,131
|
|
|
$
|
2,850
|
|
|
$
|
88,277
|
|
|
$
|
17,106
|
|
|
$
|
(133,919
|
)
|
|
$
|
83,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current portion of debt
|
|
$
|
1,486
|
|
|
$
|
699
|
|
|
$
|
—
|
|
|
$
|
381
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
2,717
|
|
Other current liabilities - affiliates
|
|
709
|
|
|
11,949
|
|
|
115
|
|
|
1,551
|
|
|
866
|
|
|
(15,190
|
)
|
|
—
|
|
|||||||
All other current liabilities
|
|
319
|
|
|
498
|
|
|
12
|
|
|
1,812
|
|
|
1,024
|
|
|
(20
|
)
|
|
3,645
|
|
|||||||
Long-term debt
|
|
11,862
|
|
|
20,675
|
|
|
386
|
|
|
6,609
|
|
|
714
|
|
|
—
|
|
|
40,246
|
|
|||||||
Notes payable to affiliates
|
|
2,619
|
|
|
153
|
|
|
753
|
|
|
22,437
|
|
|
1,240
|
|
|
(27,202
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
2,099
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,504
|
|
|
(3,605
|
)
|
|
—
|
|
|||||||
Other long-term liabilities and deferred credits
|
|
583
|
|
|
78
|
|
|
2
|
|
|
987
|
|
|
514
|
|
|
—
|
|
|
2,164
|
|
|||||||
Total liabilities
|
|
19,677
|
|
|
34,052
|
|
|
1,270
|
|
|
33,777
|
|
|
6,013
|
|
|
(46,017
|
)
|
|
48,772
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total KMI equity
|
|
34,076
|
|
|
21,079
|
|
|
1,580
|
|
|
54,500
|
|
|
11,093
|
|
|
(88,252
|
)
|
|
34,076
|
|
|||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
350
|
|
|||||||
Total stockholders’ equity
|
|
34,076
|
|
|
21,079
|
|
|
1,580
|
|
|
54,500
|
|
|
11,093
|
|
|
(87,902
|
)
|
|
34,426
|
|
|||||||
Total liabilities and stockholders’ equity
|
|
$
|
53,753
|
|
|
$
|
55,131
|
|
|
$
|
2,850
|
|
|
$
|
88,277
|
|
|
$
|
17,106
|
|
|
$
|
(133,919
|
)
|
|
$
|
83,198
|
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2015
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(224
|
)
|
|
$
|
3,675
|
|
|
$
|
139
|
|
|
$
|
424
|
|
|
$
|
(167
|
)
|
|
$
|
(2,591
|
)
|
|
$
|
1,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(246
|
)
|
|
(4,664
|
)
|
|
—
|
|
|
(1,432
|
)
|
|
(98
|
)
|
|
6,440
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(18
|
)
|
|
—
|
|
|
(2
|
)
|
|
(786
|
)
|
|
(95
|
)
|
|
4
|
|
|
(897
|
)
|
|||||||
Contributions to investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||||
Investment in KMP
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|||||||
Acquisitions of assets and investments
|
|
(1,709
|
)
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
(1,864
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
14
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
Other, net
|
|
—
|
|
|
(31
|
)
|
|
4
|
|
|
4
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(34
|
)
|
|||||||
Net cash (used in) provided by investing activities
|
|
(2,118
|
)
|
|
(4,695
|
)
|
|
2
|
|
|
(2,363
|
)
|
|
(200
|
)
|
|
6,599
|
|
|
(2,775
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of debt
|
|
7,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,136
|
|
|||||||
Payment of debt
|
|
(5,967
|
)
|
|
(300
|
)
|
|
—
|
|
|
(36
|
)
|
|
(2
|
)
|
|
—
|
|
|
(6,305
|
)
|
|||||||
Funding from (to) affiliates
|
|
534
|
|
|
2,311
|
|
|
(141
|
)
|
|
3,400
|
|
|
336
|
|
|
(6,440
|
)
|
|
—
|
|
|||||||
Debt issuance costs
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||||
Issuances of shares
|
|
1,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,626
|
|
|||||||
Cash dividends
|
|
(962
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(962
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
156
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(1,147
|
)
|
|
—
|
|
|
(1,404
|
)
|
|
(50
|
)
|
|
2,601
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
2,351
|
|
|
1,020
|
|
|
(141
|
)
|
|
1,962
|
|
|
284
|
|
|
(4,008
|
)
|
|
1,468
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
9
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(88
|
)
|
|
—
|
|
|
(56
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
4
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|
279
|
|
|
—
|
|
|
315
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
259
|
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2014
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Issuer and Guarantor - Copano |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||||
Net cash provided by operating activities
|
|
$
|
438
|
|
|
$
|
1,435
|
|
|
$
|
79
|
|
|
$
|
740
|
|
|
$
|
214
|
|
|
$
|
(1,788
|
)
|
|
$
|
1,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(64
|
)
|
|
(2,986
|
)
|
|
—
|
|
|
(1,168
|
)
|
|
(210
|
)
|
|
4,428
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(15
|
)
|
|
—
|
|
|
(27
|
)
|
|
(599
|
)
|
|
(204
|
)
|
|
—
|
|
|
(845
|
)
|
|||||||
Contributions to investments
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
76
|
|
|
(36
|
)
|
|||||||
Investment in KMP
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|||||||
Acquisitions of assets and investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
10
|
|
|
156
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
(166
|
)
|
|
38
|
|
|||||||
Other, net
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
23
|
|
|
13
|
|
|
—
|
|
|
14
|
|
|||||||
Net cash used in investing activities
|
|
(80
|
)
|
|
(2,928
|
)
|
|
(27
|
)
|
|
(2,732
|
)
|
|
(401
|
)
|
|
4,349
|
|
|
(1,819
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of debt
|
|
643
|
|
|
4,548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,191
|
|
|||||||
Payment of debt
|
|
(491
|
)
|
|
(3,618
|
)
|
|
—
|
|
|
(73
|
)
|
|
(2
|
)
|
|
—
|
|
|
(4,184
|
)
|
|||||||
Funding from (to) affiliates
|
|
39
|
|
|
1,010
|
|
|
(53
|
)
|
|
3,280
|
|
|
152
|
|
|
(4,428
|
)
|
|
—
|
|
|||||||
Debt issuance costs
|
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Cash dividends
|
|
(425
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|||||||
Repurchases of shares and warrants
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
661
|
|
|
—
|
|
|
83
|
|
|
24
|
|
|
(768
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
684
|
|
|
684
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(1,080
|
)
|
|
—
|
|
|
(1,310
|
)
|
|
(39
|
)
|
|
2,429
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
(479
|
)
|
|||||||
Other, net
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Net cash (used in) provided by financing activities
|
|
(385
|
)
|
|
1,509
|
|
|
(53
|
)
|
|
1,981
|
|
|
135
|
|
|
(2,561
|
)
|
|
626
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net (decrease) increase in cash and cash equivalents
|
|
(27
|
)
|
|
16
|
|
|
(1
|
)
|
|
(11
|
)
|
|
(62
|
)
|
|
—
|
|
|
(85
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
83
|
|
|
88
|
|
|
1
|
|
|
17
|
|
|
409
|
|
|
—
|
|
|
598
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
56
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
347
|
|
|
$
|
—
|
|
|
$
|
513
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
||||||
Net Income
|
$
|
419
|
|
|
$
|
601
|
|
Add/(Subtract):
|
|
|
|
||||
Certain items before book tax(a)(b)
|
48
|
|
|
18
|
|
||
Book tax certain items(b)
|
(22
|
)
|
|
5
|
|
||
Certain items after book tax
|
26
|
|
|
23
|
|
||
Net income before certain items
|
445
|
|
|
624
|
|
||
Add/(Subtract):
|
|
|
|
||||
Net income attributable to third-party noncontrolling interests(c)
|
(5
|
)
|
|
—
|
|
||
Depreciation, depletion and amortization(d)
|
634
|
|
|
583
|
|
||
Book taxes(e)
|
262
|
|
|
214
|
|
||
Cash taxes(f)
|
2
|
|
|
(4
|
)
|
||
Declared distributions to noncontrolling interests(g)
|
—
|
|
|
(650
|
)
|
||
Sustaining capital expenditures(h)
|
(104
|
)
|
|
(81
|
)
|
||
Other, net(i)
|
8
|
|
|
(113
|
)
|
||
DCF before certain items
|
$
|
1,242
|
|
|
$
|
573
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding for Dividends(j)
|
2,159
|
|
|
1,036
|
|
||
DCF per share before certain items
|
$
|
0.58
|
|
|
$
|
0.55
|
|
Declared dividend per common share
|
$
|
0.48
|
|
|
$
|
0.42
|
|
(a)
|
Consists of certain items summarized in footnotes (b) through (d) to the “
—
Consolidated Earnings Results” table included below, and described in more detail below in the footnotes to tables included in both our management’s discussion and analysis of segment results and “
—
General and Administrative, Interest, and Noncontrolling Interests.”
|
(b)
|
2015 amount includes a non-cash adjustment to reflect our estimated legal exposure recorded when a court decision was received after the issuance of our 2015 first quarter earnings release ($60 million in certain items before book tax and ($20) million in book tax certain items).
|
(c)
|
Represents net income allocated to third-party ownership interests in consolidated subsidiaries other than our former master limited partnerships. The first quarter of 2015 excludes a loss attributable to noncontrolling interests of $15 million related to an impairment included as a certain item.
|
(d)
|
Includes DD&A, amortization of excess cost of equity investments and our share of equity method investee’s DD&A of $84 million and $77 million for the first quarter of 2015 and 2014, respectively.
|
(e)
|
Excludes book tax certain items and includes income tax allocated to the segments. Also, includes our share of taxable equity method investee’s book tax expense of $16 million and $19 million for the first quarter of 2015 and 2014, respectively.
|
(f)
|
Includes our share of taxable equity method investee’s cash taxes of $1 million and $(2) million for the first quarter of 2015 and 2014, respectively.
|
(g)
|
Represents distributions to KMP and EPB limited partner units formerly owned by the public.
|
(h)
|
Includes our share of equity method investee’s sustaining capital expenditures of $(18) million and $(3) million for the first quarter of 2015 and 2014, respectively.
|
(i)
|
For 2015, consists primarily of non-cash compensation associated with our restricted stock program and for 2014 consists primarily of excess coverage from our former master limited partnerships.
|
(j)
|
Includes restricted shares that participate in dividends and dilutive effect of warrants.
|
Results of Operations
|
||||||||||||||
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Earnings
increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment earnings before DD&A(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
1,015
|
|
|
$
|
1,070
|
|
|
$
|
(55
|
)
|
|
(5
|
)%
|
CO
2
|
336
|
|
|
363
|
|
(27
|
)
|
|
(7
|
)%
|
||||
Terminals
|
270
|
|
|
210
|
|
60
|
|
|
29
|
%
|
||||
Products Pipelines
|
246
|
|
|
208
|
|
38
|
|
|
18
|
%
|
||||
Kinder Morgan Canada
|
41
|
|
|
48
|
|
(7
|
)
|
|
(15
|
)%
|
||||
Other
|
(6
|
)
|
|
7
|
|
(13
|
)
|
|
(186
|
)%
|
||||
Total segment earnings before DD&A(b)
|
1,902
|
|
|
1,906
|
|
|
(4
|
)
|
|
—
|
%
|
|||
DD&A expense
|
(538
|
)
|
|
(496
|
)
|
|
(42
|
)
|
|
(8
|
)%
|
|||
Amortization of excess cost of equity investments
|
(12
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(20
|
)%
|
|||
Other revenues
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense(c)
|
(216
|
)
|
|
(172
|
)
|
|
(44
|
)
|
|
(26
|
)%
|
|||
Interest expense, net of unallocable interest income(d)
|
(514
|
)
|
|
(450
|
)
|
|
(64
|
)
|
|
(14
|
)%
|
|||
Income before unallocable income taxes
|
631
|
|
|
787
|
|
|
(156
|
)
|
|
(20
|
)%
|
|||
Unallocable income tax expense
|
(212
|
)
|
|
(186
|
)
|
|
(26
|
)
|
|
(14
|
)%
|
|||
Net income
|
419
|
|
|
601
|
|
|
(182
|
)
|
|
(30
|
)%
|
|||
Net income attributable to noncontrolling interests
|
10
|
|
|
(314
|
)
|
|
324
|
|
|
103
|
%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
$
|
429
|
|
|
$
|
287
|
|
|
$
|
142
|
|
|
49
|
%
|
(a)
|
Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, allocable income taxes, other expense(income), net, and losses on impairments of long-lived assets and equity investments. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes. Allocable income tax expenses included in segment earnings for the three months ended March 31, 2015 and 2014 were $12 million and $14 million, respectively.
|
(b)
|
2015 and 2014 amounts include a decrease in earnings of $10 million and $13 million, respectively, related to the combined effect from all of the 2015 and 2014 certain items impacting segment earnings before DD&A and disclosed below in our management discussion and analysis of segment results.
|
(c)
|
2015 and 2014 amounts include an increase in expense of $38 million and a net zero change, respectively, related to the combined effect from all of the 2015 and 2014 certain items related to general and administrative expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”
|
(d)
|
2015 and 2014 amounts include a net zero change and an increase in expense of $5 million, respectively, related to the combined effect from all of the 2015 and 2014 certain items related to interest expense, net of unallocable interest income disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues(a)
|
$
|
2,180
|
|
|
$
|
2,561
|
|
Operating expenses
|
(1,172
|
)
|
|
(1,565
|
)
|
||
Losses on impairments of long-lived assets and equity investments
|
(77
|
)
|
|
—
|
|
||
Other (expense) income
|
(2
|
)
|
|
1
|
|
||
Earnings from equity investments
|
81
|
|
|
75
|
|
||
Interest income and Other, net
|
7
|
|
|
2
|
|
||
Income tax expense
|
(2
|
)
|
|
(4
|
)
|
||
Segment earnings before DD&A(b)
|
1,015
|
|
|
1,070
|
|
||
Certain items, net(b)
|
72
|
|
|
6
|
|
||
EBDA before certain items
|
$
|
1,087
|
|
|
$
|
1,076
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Revenues before certain items
|
$
|
(393
|
)
|
|
(15
|
)%
|
|
EBDA before certain items
|
$
|
11
|
|
|
1
|
%
|
|
|
|
|
|
||||
Natural gas transport volumes (BBtu/d)(c)
|
35,716
|
|
|
33,649
|
|
||
Natural gas sales volumes (BBtu/d)(d)
|
2,395
|
|
|
2,254
|
|
||
Natural gas gathering volumes (BBtu/d)(e)
|
3,548
|
|
|
3,155
|
|
||
Crude/condensate gathering volumes (MBbl/d)(f)
|
329
|
|
|
251
|
|
(a)
|
2015 amount includes an increase in revenue of $8 million and 2014 amount includes a decrease in revenue of $4 million related to derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales.
|
(b)
|
2015 and 2014 amounts include decreases in earnings of $72 million and $6 million, respectively, related to the combined effect from certain items. 2015 amount consists of (i) $8 million increase in earnings related to derivative contracts, as described in footnote (a); (ii) $77 million decrease in earnings related to losses on impairments of long-lived assets and equity investments; and (iii) $3 million decrease in earnings from other certain items. 2014 amount consists of $4 million decrease in earnings related to derivative contracts, as described in footnote (a) and $2 million decrease in earnings from other certain items.
|
(c)
|
Includes pipeline volumes for Kinder Morgan North Texas Pipeline LLC, Monterrey, TransColorado Gas Transmission Company LLC, Midcontinent Express Pipeline LLC (MEP), Kinder Morgan Louisiana Pipeline LLC, Fayetteville Express Pipeline LLC (FEP), TGP, EPNG, Copano South Texas, the Texas intrastate natural gas pipeline group, CIG, Wyoming Interstate Company, L.L.C. (WIC), CPG, SNG, Elba Express, Natural Gas Pipeline Company of America LLC (NGPL), Citrus and Ruby Pipeline, L.L.C. Joint Venture throughput is reported at 100%. Volumes for acquired pipelines are included for all periods. However, EBDA contributions from acquisitions are included only for the periods subsequent to their acquisition.
|
(d)
|
Represents volumes for the Texas intrastate natural gas pipeline group and Kinder Morgan North Texas Pipeline LLC.
|
(e)
|
Includes Copano operations, Camino Real Gathering Company, L.L.C. (Camino Real), Kinder Morgan Altamont LLC, KinderHawk Field Services LLC (KinderHawk), Endeavor, Bighorn Gas Gathering L.L.C., Webb Duval Gatherers, Fort Union Gas Gathering L.L.C., EagleHawk, Red Cedar Gathering Company and Hiland Midstream throughput volumes. Joint venture throughput is reported at our ownership share. Volumes for acquired pipelines are included for all periods.
|
(f)
|
Includes Hiland Midstream, EagleHawk and Camino Real. Joint Venture throughput is reported at our ownership share. Volumes for acquired pipelines are included for all periods.
|
•
|
increase of $22 million from our February 2015 acquisition of the Hiland Midstream assets;
|
•
|
increase of $16 million (16%) from EPNG due largely to higher transport revenues from additional firm transport;
|
•
|
increase of $5 million (5%) from Texas intrastate natural gas pipeline group (including the operations of its Kinder Morgan Tejas, Border, Kinder Morgan Texas, North Texas and Mier-Monterrey Mexico pipeline systems) due largely to higher transportation margins driven by both higher volumes and a new customer contract in the first quarter of 2015 and higher storage margins, which were partially offset by lower processing margins due to the non-renewal of a certain customer contract in the second quarter of 2014. The decrease in revenues of $287 million and associated cost of goods sold was caused by lower natural gas prices;
|
•
|
decrease of $9 million (18%) from KinderHawk due to a restructured contract;
|
•
|
decrease of $8 million (57%) from Kinder Morgan Louisiana Pipeline LLC as a result of a customer contract buyout in the third quarter of 2014;
|
•
|
decrease of $7 million (3%) from TGP driven by (i) lower revenues from natural gas park and loan customer services due to colder winter weather in first quarter 2014, (ii) lower other revenues related to our contractual revenue sharing, (iii) higher operating costs and (iv) higher ad valorem expenses. Partially offsetting these decreases were higher firm transport revenues from new projects; and
|
•
|
decrease of $5 million (4%) from Copano operations primarily due to lower commodity prices partially offset by higher gathering and processing volumes. Lower revenues of $157 million and associated cost of goods sold was also due to lower commodity prices.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except
operating statistics)
|
||||||
Revenues(a)
|
$
|
446
|
|
|
$
|
483
|
|
Operating expenses
|
(114
|
)
|
|
(125
|
)
|
||
Earnings from equity investments
|
6
|
|
|
7
|
|
||
Income tax expense
|
(2
|
)
|
|
(2
|
)
|
||
Segment earnings before DD&A(a)
|
336
|
|
|
363
|
|
||
Certain items(a)
|
(55
|
)
|
|
3
|
|
||
EBDA before certain items
|
$
|
281
|
|
|
$
|
366
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Revenues before certain items
|
$
|
(95
|
)
|
|
(20
|
)%
|
|
EBDA before certain items
|
$
|
(85
|
)
|
|
(23
|
)%
|
|
|
|
|
|
||||
Southwest Colorado CO
2
production (gross)(Bcf/d)(b)
|
1.2
|
|
|
1.3
|
|
||
Southwest Colorado CO
2
production (net)(Bcf/d)(b)
|
0.6
|
|
|
0.6
|
|
||
SACROC oil production (gross)(MBbl/d)(c)
|
35.7
|
|
|
31.8
|
|
||
SACROC oil production (net)(MBbl/d)(d)
|
29.8
|
|
|
26.5
|
|
||
Yates oil production (gross)(MBbl/d)(c)
|
18.8
|
|
|
19.7
|
|
||
Yates oil production (net)(MBbl/d)(d)
|
8.4
|
|
|
8.7
|
|
||
Katz oil production (gross)(MBbl/d)(c)
|
4.0
|
|
|
3.5
|
|
||
Katz oil production (net)(MBbl/d)(d)
|
3.3
|
|
|
2.9
|
|
||
Goldsmith oil production (gross)(MBbl/d)(c)
|
1.3
|
|
|
1.2
|
|
||
Goldsmith oil production (net)(MBbl/d)(d)
|
1.1
|
|
|
1.0
|
|
||
NGL sales volumes (net)(MBbl/d)(d)
|
10.0
|
|
|
9.9
|
|
||
Realized weighted-average oil price per Bbl(e)
|
$
|
72.62
|
|
|
$
|
91.89
|
|
Realized weighted-average NGL price per Bbl(f)
|
$
|
20.70
|
|
|
$
|
49.44
|
|
(a)
|
2015 and 2014 amounts include unrealized gains of $45 million and unrealized losses of $3 million, respectively, relating to derivative contracts used to hedge forecasted crude oil sales. 2015 amount also includes a favorable adjustment of $10 million related to carried working interest at McElmo Dome.
|
(b)
|
Includes McElmo Dome and Doe Canyon sales volumes.
|
(c)
|
Represents 100% of the production from the field. We own approximately 97% working interest in the SACROC unit, an approximately 50% working interest in the Yates unit, an approximately 99% working interest in the Katz unit and a 99% working interest in the Goldsmith Landreth unit.
|
(d)
|
Net after royalties and outside working interests.
|
(e)
|
Includes all crude oil production properties. Hedge gains/losses for Oil and NGL are included with Crude Oil.
|
(f)
|
Includes production attributable to leasehold ownership and production attributable to our ownership in processing plants and third party processing agreements. Hedge gains/losses for Oil and NGL are included with Crude Oil.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
(27
|
)
|
|
(24
|
)%
|
|
$
|
(30
|
)
|
|
(24
|
)%
|
Oil and Gas Producing Activities
|
(58
|
)
|
|
(23
|
)%
|
|
(73
|
)
|
|
(19
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
8
|
|
|
38
|
%
|
||
Total CO
2
|
$
|
(85
|
)
|
|
(23
|
)%
|
|
$
|
(95
|
)
|
|
(20
|
)%
|
•
|
decrease of $27 million (24%) from source and transportation activities due to lower revenues primarily due to lower commodity prices in the first quarter 2015 as compared to the same period in 2014; and
|
•
|
decrease of $58 million (23%) from oil and gas producing activities due to lower revenues driven by lower commodity prices in the first quarter 2015 as compared to the same period in 2014 partially offset by higher crude oil sales volumes up 9% from the first quarter 2014. The increase in sales volumes was due primarily to higher production at the SACROC unit.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except
operating statistics)
|
||||||
Revenues(a)
|
$
|
457
|
|
|
$
|
391
|
|
Operating expenses
|
(189
|
)
|
|
(183
|
)
|
||
Other expense
|
—
|
|
|
(1
|
)
|
||
Earnings from equity investments
|
5
|
|
|
5
|
|
||
Interest income and Other, net
|
1
|
|
|
1
|
|
||
Income tax expense
|
(4
|
)
|
|
(3
|
)
|
||
Segment earnings before DD&A(b)
|
270
|
|
|
210
|
|
||
Certain items, net(b)
|
(6
|
)
|
|
18
|
|
||
EBDA before certain items
|
$
|
264
|
|
|
$
|
228
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Revenues before certain items
|
$
|
60
|
|
|
15
|
%
|
|
EBDA before certain items
|
$
|
36
|
|
|
16
|
%
|
|
|
|
|
|
||||
Bulk transload tonnage (MMtons)(c)
|
17.5
|
|
|
21.6
|
|
||
Ethanol (MMBbl)
|
16.1
|
|
|
16.5
|
|
||
Liquids leasable capacity (MMBbl)
|
81.3
|
|
|
71.6
|
|
||
Liquids utilization %(d)
|
95.1
|
%
|
|
94.4
|
%
|
(a)
|
2015 amount includes $6 million increase in revenue from the amortization of a fair value adjustment (associated with the below market contracts assumed upon acquisition) from our Jones Act tankers.
|
(b)
|
2015 amount includes $6 million increase in revenue discussed in footnote (a) above. 2014 amount includes an $8 million increase in expenses due to hurricane clean-up and repair activities at our New York Harbor and Mid-Atlantic terminals and a $10 million increase in expense associated with a liability adjustment related to a certain litigation matter.
|
(c)
|
Includes our proportionate share of joint venture tonnage.
|
(d)
|
The ratio of our actual leased capacity to its estimated potential capacity.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Marine Operations
|
$
|
12
|
|
|
n/a
|
|
|
$
|
18
|
|
|
n/a
|
|
Gulf Bulk
|
9
|
|
|
47
|
%
|
|
12
|
|
|
38
|
%
|
||
Gulf Central
|
7
|
|
|
88
|
%
|
|
10
|
|
|
100
|
%
|
||
Alberta, Canada
|
7
|
|
|
54
|
%
|
|
10
|
|
|
77
|
%
|
||
All others (including intrasegment eliminations and unallocated income tax expenses)
|
1
|
|
|
1
|
%
|
|
10
|
|
|
3
|
%
|
||
Total Terminals
|
$
|
36
|
|
|
16
|
%
|
|
$
|
60
|
|
|
15
|
%
|
•
|
increase of $12 million from our Marine Operations related primarily to the incremental earnings from the Jones Act tankers we acquired in the first and fourth quarters of 2014;
|
•
|
increase of $9 million (47%) from our Gulf Bulk terminals, driven by increased shortfall revenue from take-or-pay coal contracts;
|
•
|
increase of $7 million (88%) from our Gulf Central terminals, driven by higher earnings from expansion projects at our joint venture terminals Battleground Oil Specialty Terminal Company LLC (BOSTCO) and Deeprock Development LLC; and
|
•
|
increase of $7 million (54%) from our Alberta, Canada terminals, driven by several Edmonton-area expansion projects completed in 2014.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues(a)
|
$
|
444
|
|
|
$
|
534
|
|
Operating expenses
|
(210
|
)
|
|
(339
|
)
|
||
Other income
|
—
|
|
|
3
|
|
||
Earnings from equity investments
|
11
|
|
|
12
|
|
||
Interest income and Other, net
|
2
|
|
|
(1
|
)
|
||
Income tax expense
|
(1
|
)
|
|
(1
|
)
|
||
Segment earnings before DD&A(b)
|
246
|
|
|
208
|
|
||
Certain items, net(b)
|
(1
|
)
|
|
(4
|
)
|
||
EBDA before certain items
|
$
|
245
|
|
|
$
|
204
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Revenues before certain items
|
$
|
(91
|
)
|
|
(17
|
)%
|
|
EBDA before certain items
|
$
|
41
|
|
|
20
|
%
|
|
|
|
|
|
||||
Gasoline (MMBbl)(c)
|
110.6
|
|
|
103.0
|
|
||
Diesel fuel (MMBbl)
|
36.9
|
|
|
35.6
|
|
||
Jet fuel (MMBbl)
|
27.8
|
|
|
27.4
|
|
||
Total refined product volumes (MMBbl)(d)
|
175.3
|
|
|
166.0
|
|
||
NGL (MMBbl)(e)
|
12.1
|
|
|
8.8
|
|
||
Condensate (MMBbl)(f)
|
19.6
|
|
|
4.6
|
|
||
Total delivery volumes (MMBbl)
|
207.0
|
|
|
179.4
|
|
||
Ethanol (MMBbl)(g)
|
9.8
|
|
|
9.7
|
|
(a)
|
2015 amount includes a $1 million increase in revenue related to an unrealized swap gain.
|
(b)
|
2015 amount includes a $1 million increase in revenue discussed in footnote (a) above. 2014 amount includes a $3 million gain from the sale of propane pipeline line-fill and a $1 million decrease in expense associated with a certain Pacific operations litigation matter.
|
(c)
|
Volumes include ethanol pipeline volumes.
|
(d)
|
Includes Pacific, Plantation Pipe Line Company, Calnev Pipe Line LLC (Calnev), Central Florida and Parkway pipeline volumes.
|
(e)
|
Includes Cochin and Cypress pipeline volumes.
|
(f)
|
Includes Kinder Morgan Crude & Condensate, Double Eagle Pipeline LLC and Double H pipeline volumes.
|
(g)
|
Represents total ethanol volumes, including ethanol pipeline volumes included in gasoline volumes above.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Crude & Condensate Pipeline
|
$
|
28
|
|
|
311
|
%
|
|
$
|
10
|
|
|
36
|
%
|
Pacific operations
|
11
|
|
|
17
|
%
|
|
7
|
|
|
7
|
%
|
||
Transmix operations
|
(10
|
)
|
|
(59
|
)%
|
|
(122
|
)
|
|
(45
|
)%
|
||
All others (including eliminations)
|
12
|
|
|
11
|
%
|
|
14
|
|
|
11
|
%
|
||
Total Products Pipelines
|
$
|
41
|
|
|
20
|
%
|
|
$
|
(91
|
)
|
|
(17
|
)%
|
•
|
increase of $28 million (311%) from our Kinder Morgan Crude & Condensate Pipeline driven primarily by an increase of over 300% in pipeline throughput volumes due to the ramp up of existing customer volumes and additional volumes from new customers;
|
•
|
increase of $11 million (17%) from our Pacific operations due to higher service revenues due to higher volumes and margins;
|
•
|
decrease of $10 million (59%) from our Transmix processing operations primarily due to unfavorable inventory pricing; and
|
•
|
increase of $12 million (11)% from all remaining products operations was driven by higher gross margin on our Cochin pipeline operations due to the completion of the Cochin Reversal project in the third quarter of 2014 and incremental contributions from our Double H pipeline operations, which was part of the our February 2015 Hiland acquisition.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
60
|
|
|
$
|
69
|
|
Operating expenses
|
(19
|
)
|
|
(24
|
)
|
||
Interest income and Other, net
|
3
|
|
|
7
|
|
||
Income tax expense
|
(3
|
)
|
|
(4
|
)
|
||
Segment earnings before DD&A
|
$
|
41
|
|
|
$
|
48
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Revenues
|
$
|
(9
|
)
|
|
(13
|
)%
|
|
EBDA before certain items
|
$
|
(7
|
)
|
|
(15
|
)%
|
|
|
|
|
|
||||
Transport volumes (MMBbl)(a)
|
27.6
|
|
|
25.0
|
|
(a)
|
Represents Trans Mountain pipeline system volumes.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Trans Mountain Pipeline
|
$
|
(2
|
)
|
|
(5
|
)%
|
|
$
|
(9
|
)
|
|
(13
|
)%
|
Express Pipeline(a)
|
(5
|
)
|
|
(100
|
)%
|
|
n/a
|
|
|
n/a
|
|
||
Total Kinder Morgan Canada
|
$
|
(7
|
)
|
|
(15
|
)%
|
|
$
|
(9
|
)
|
|
(13
|
)%
|
(a)
|
Amount consists of unrealized foreign currency gains/losses, net of book tax, on 2014 outstanding, short-term intercompany borrowings that were repaid in December 2014. We sold our debt and equity investments in Express Pipeline on March 14, 2013.
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative expense(a)(c)
|
$
|
216
|
|
|
$
|
172
|
|
|
$
|
44
|
|
|
26
|
%
|
Certain items(a)
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|
n/a
|
|
|||
Management fee reimbursement(c)
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense before certain items
|
$
|
169
|
|
|
$
|
163
|
|
|
$
|
6
|
|
|
4
|
%
|
Unallocable interest expense net of interest income and other, net(b)
|
$
|
514
|
|
|
$
|
450
|
|
|
$
|
64
|
|
|
14
|
%
|
Certain items(b)
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
100
|
%
|
|||
Unallocable interest expense net of interest income and other, net, before certain items
|
$
|
514
|
|
|
$
|
445
|
|
|
$
|
69
|
|
|
16
|
%
|
Net (loss) income attributable to noncontrolling interests
|
$
|
(10
|
)
|
|
$
|
314
|
|
|
$
|
(324
|
)
|
|
(103
|
)%
|
Noncontrolling interests associated with an impairment certain item(d)
|
15
|
|
|
—
|
|
|
15
|
|
|
n/a
|
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
5
|
|
|
$
|
314
|
|
|
$
|
(309
|
)
|
|
(98
|
)%
|
(a)
|
2015 amount includes an increase in expense of (i) $37 million for a non-cash adjustment to reflect our estimated legal exposure recorded when a court decision was received after the issuance of our 2015 first quarter earnings release; (ii) $11 million related to acquisition costs associated with our Hiland acquisition; and (iii) $2 million related to other certain items. Partially offsetting these increases is a decrease in expense of $12 million related to pension credit income. 2014 amount includes a decrease in expense of $9 million related to pension credit income and an offsetting increase of $9 million in expense primarily related to severance costs associated with acquisitions.
|
(b)
|
Both 2015 and 2014 amounts include decreases in interest expense of $16 million of debt fair value adjustments associated with acquisitions. 2015 amount also includes a $23 million increase in interest expense for a non-cash adjustment to reflect our estimated legal exposure recorded when a court decision was received after the issuance of our 2015 first quarter earnings release and a net $7 million decrease in interest expense related to other certain items. 2014 amount also includes an increase in interest expense of $13 million associated with a certain Pacific operations litigation matter, $6 million of interest expense on margin for marketing contracts and $2 million of amortization of capitalized financing fees.
|
(c)
|
2015 and 2014 amounts include NGPL Holdco LLC general and administrative reimbursements of $9 million for each respective period. These amounts were recorded to the “Product sales and other” caption in our accompanying consolidated statements of income with the offsetting expenses primarily included in the “General and administrative” expense caption in our accompanying consolidated statements of income.
|
(d)
|
Loss associated with a natural gas pipelines segment impairment certain item and disclosed above in “—Natural Gas Pipelines.”
|
|
Three Months Ended March 31, 2015
|
|
2015 Remaining
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(a)
|
$
|
104
|
|
|
$
|
510
|
|
|
$
|
614
|
|
Discretionary capital expenditures(b)(c)
|
$
|
892
|
|
|
$
|
3,287
|
|
|
$
|
4,179
|
|
(a)
|
Three
-month 2015, 2015 Remaining, and Total 2015 amounts include $18 million, $64 million, and $82 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.
|
(b)
|
Three-month 2015 amount includes an increase of $189 million related to discretionary capital expenditures of unconsolidated joint ventures and acquisitions and a decrease of a combined $108 million of net changes from accrued capital expenditures and contractor retainage.
|
(c)
|
2015 Remaining amount includes our contributions to certain unconsolidated joint ventures and small acquisitions, net of contributions estimated from unaffiliated joint venture partners for consolidated investments.
|
•
|
a $106 million increase in cash from overall higher net income after adjusting our period-to-period $182 million decrease in net income for non-cash items primarily consisting of the following: (i) DD&A expenses (including amortization of excess cost of equity investments); (ii) deferred income taxes; (iii) the 2015 losses on impairments on long-lived assets and equity investments (see discussion above in “—Results of Operations”); and (iv) a net increase in legal reserves (also see discussion above in “—Results of Operations”);
|
•
|
a $47 million increase in cash primarily due to a $50 million pension contribution we made in the first three months of 2014; and
|
•
|
a $15 million decrease in cash associated with net changes in working capital items and non-current assets and liabilities. The decrease was driven, among other things, primarily by lower cash flows due to the timing of payments from our trade and related party payables and accrued tax liabilities, and was offset by a $195 million income tax refund on taxes we previously paid in 2014.
|
•
|
an $899 million decrease in cash due to higher expenditures for acquisitions. The overall increase in acquisitions was primarily related to the $1,701 million (net of cash assumed) and $158 million we paid for the Hiland and the Vopak acquisitions, respectively, in the first three months of 2015, versus the $960 million we paid for the APT acquisition in the first three months of 2014. Further information regarding our acquisitions is discussed in Note 2 “Acquisitions;” and
|
•
|
a $52 million decrease in cash due to higher capital expenditures.
|
•
|
a $1,626 million increase in cash from the issuances of our Class P shares under our equity distribution agreement;
|
•
|
a $469 million increase in cash due to lower distributions to noncontrolling interests, primarily resulting from our acquisition of the noncontrolling interests associated with KMP and EPB in 2014;
|
•
|
a $149 million increase in cash due to the combined repurchases of shares and warrants in the first three months of 2014;
|
•
|
a $684 million decrease in contributions provided by noncontrolling interests, primarily reflecting the proceeds received from the issuance of KMP’s and EPB’s common units to the public in the 2014 period and no proceeds in the 2015 period, since all of KMP’s and EPB’s common units are owned by us;
|
•
|
a $537 million decrease in cash due to higher dividend payments; and
|
•
|
a $180 million net decrease in cash from overall debt financing activities. See Note 3 “Debt” for further information regarding our debt activity.
|
Three months ended
|
|
Total quarterly dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
December 31, 2014
|
|
$
|
0.45
|
|
|
January 21, 2015
|
|
February 2, 2015
|
|
February 17, 2015
|
March 31, 2015
|
|
$
|
0.48
|
|
|
April 15, 2015
|
|
April 30, 2015
|
|
May 15, 2015
|
4.1
|
|
|
Certificate of Vice President and Treasurer and Vice President and Secretary establishing the terms of Kinder Morgan, Inc.’s 5.050% Senior Notes due 2046.
|
|
|
|
|
4.2
|
|
*
|
Certificate of Vice President and Treasurer and Vice President and Secretary establishing the terms of Kinder Morgan, Inc.’s 1.500% Senior Notes due 2022 and 2.250% Senior Notes due 2027 (filed as Exhibit 4.2 to Kinder Morgan, Inc.’s Form 8-A, filed March 16, 2015 and incorporated herein by reference).
|
|
|
|
|
10.1
|
|
|
Cross Guarantee Agreement, dated as of November 26, 2014 among Kinder Morgan, Inc. and certain of its subsidiaries with Schedule I updated as of March 18, 2015.
|
|
|
|
|
12.1
|
|
|
Statement re: computation of ratio of earnings to fixed charges.
|
|
|
|
|
31.1
|
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
95.1
|
|
|
Mine Safety Disclosures.
|
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three months ended March 31, 2015 and 2014; (ii) our Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014; (iii) our Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014; (iv) our Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; (v) our Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2015 and 2014; and (vi) the notes to our Consolidated Financial Statements.
|
|
KINDER MORGAN, INC.
|
|
|
|
Registrant
|
Date:
|
April 28, 2015
|
|
By:
|
|
/s/ Kimberly A. Dang
|
|
|
|
|
|
Kimberly A. Dang
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
NO. [__]
|
U.S.$[________]
|
By:
|
Anthony Ashley Vice President and Treasurer |
By:
|
/s/ Anthony B. Ashley
|
By:
|
/s/ Anthony B. Ashley
|
Issuer
|
|
Indebtedness
|
|
Maturity
|
Kinder Morgan, Inc.
|
|
5.15% notes
|
|
March 1, 2015
|
Kinder Morgan, Inc.
|
|
5.70% notes
|
|
January 5, 2016
|
Kinder Morgan, Inc.
|
|
8.25% bonds
|
|
February 15, 2016
|
Kinder Morgan, Inc.
|
|
$100 million Letter of Credit Facility
|
|
June 20, 2016
|
Kinder Morgan, Inc.
|
|
7.00% bonds
|
|
June 15, 2017
|
Kinder Morgan, Inc.
|
|
2.00% notes
|
|
December 1, 2017
|
Kinder Morgan, Inc.
|
|
6.00% notes
|
|
January 15, 2018
|
Kinder Morgan, Inc.
|
|
7.00% bonds (Sonat)
|
|
February 1, 2018
|
Kinder Morgan, Inc.
|
|
7.25% bonds
|
|
June 1, 2018
|
Kinder Morgan, Inc.
|
|
3.05% notes
|
|
December 1, 2019
|
Kinder Morgan, Inc.
|
|
6.50% bonds
|
|
September 15, 2020
|
Kinder Morgan, Inc.
|
|
5.00% notes
|
|
February 15, 2021
|
Kinder Morgan, Inc.
|
|
1.500% notes
|
|
March 16, 2022
|
Kinder Morgan, Inc.
|
|
5.625% notes
|
|
November 15, 2023
|
Kinder Morgan, Inc.
|
|
4.30% notes
|
|
June 1, 2025
|
Kinder Morgan, Inc.
|
|
6.70% bonds (Coastal)
|
|
February 15, 2027
|
Kinder Morgan, Inc.
|
|
2.250% notes
|
|
March 16, 2027
|
Kinder Morgan, Inc.
|
|
6.67% debentures
|
|
November 1, 2027
|
Kinder Morgan, Inc.
|
|
7.25% debentures
|
|
March 1, 2028
|
Kinder Morgan, Inc.
|
|
6.95% bonds (Coastal)
|
|
June 1, 2028
|
Kinder Morgan, Inc.
|
|
8.05% bonds
|
|
October 15, 2030
|
Kinder Morgan, Inc.
|
|
7.80% bonds
|
|
August 1, 2031
|
Kinder Morgan, Inc.
|
|
7.75% bonds
|
|
January 15, 2032
|
Kinder Morgan, Inc.
|
|
5.30% notes
|
|
December 1, 2034
|
Kinder Morgan, Inc.
|
|
7.75% bonds (Coastal)
|
|
October 15, 2035
|
Kinder Morgan, Inc.
|
|
6.40% notes
|
|
January 5, 2036
|
Kinder Morgan, Inc.
|
|
7.42% bonds (Coastal)
|
|
February 15, 2037
|
Kinder Morgan, Inc.
|
|
5.55% notes
|
|
June 1, 2045
|
Kinder Morgan, Inc.
|
|
5.050% notes
|
|
February 15, 2046
|
Kinder Morgan, Inc.
|
|
7.45% debentures
|
|
March 1, 2098
|
Kinder Morgan Energy Partners, L.P.
|
|
5.625% bonds
|
|
February 15, 2015
|
Kinder Morgan Energy Partners, L.P.
|
|
3.50% bonds
|
|
March 1, 2016
|
Kinder Morgan Energy Partners, L.P.
|
|
6.00% bonds
|
|
February 1, 2017
|
Kinder Morgan Energy Partners, L.P.
|
|
5.95% bonds
|
|
February 15, 2018
|
Kinder Morgan Energy Partners, L.P.
|
|
9.00% bonds
|
|
February 1, 2019
|
Kinder Morgan Energy Partners, L.P.
|
|
2.65% bonds
|
|
February 1, 2019
|
Kinder Morgan Energy Partners, L.P.
|
|
6.85% bonds
|
|
February 15, 2020
|
Kinder Morgan Energy Partners, L.P.
|
|
5.30% bonds
|
|
September 15, 2020
|
Kinder Morgan Energy Partners, L.P.
|
|
5.80% bonds
|
|
March 1, 2021
|
Kinder Morgan Energy Partners, L.P.
|
|
3.50% bonds
|
|
March 1, 2021
|
Kinder Morgan Energy Partners, L.P.
|
|
4.15% bonds
|
|
March 1, 2022
|
Kinder Morgan Energy Partners, L.P.
|
|
3.95% bonds
|
|
September 1, 2022
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
|
|
March 18, 2015
|
Issuer
|
|
Indebtedness
|
|
Maturity
|
Kinder Morgan Energy Partners, L.P.
|
|
3.45% bonds
|
|
February 15, 2023
|
Kinder Morgan Energy Partners, L.P.
|
|
3.50% bonds
|
|
September 1, 2023
|
Kinder Morgan Energy Partners, L.P.
|
|
4.15% bonds
|
|
February 1, 2024
|
Kinder Morgan Energy Partners, L.P.
|
|
4.25% bonds
|
|
September 1, 2024
|
Kinder Morgan Energy Partners, L.P.
|
|
7.40% bonds
|
|
March 15, 2031
|
Kinder Morgan Energy Partners, L.P.
|
|
7.75% bonds
|
|
March 15, 2032
|
Kinder Morgan Energy Partners, L.P.
|
|
7.30% bonds
|
|
August 15, 2033
|
Kinder Morgan Energy Partners, L.P.
|
|
5.80% bonds
|
|
March 15, 2035
|
Kinder Morgan Energy Partners, L.P.
|
|
6.50% bonds
|
|
February 1, 2037
|
Kinder Morgan Energy Partners, L.P.
|
|
6.95% bonds
|
|
January 15, 2038
|
Kinder Morgan Energy Partners, L.P.
|
|
6.50% bonds
|
|
September 1, 2039
|
Kinder Morgan Energy Partners, L.P.
|
|
6.55% bonds
|
|
September 15, 2040
|
Kinder Morgan Energy Partners, L.P.
|
|
6.375% bonds
|
|
March 1, 2041
|
Kinder Morgan Energy Partners, L.P.
|
|
5.625% bonds
|
|
September 1, 2041
|
Kinder Morgan Energy Partners, L.P.
|
|
5.00% bonds
|
|
August 15, 2042
|
Kinder Morgan Energy Partners, L.P.
|
|
5.00% bonds
|
|
March 1, 2043
|
Kinder Morgan Energy Partners, L.P.
|
|
5.50% bonds
|
|
March 1, 2044
|
Kinder Morgan Energy Partners, L.P.
|
|
5.40% bonds
|
|
September 1, 2044
|
El Paso Pipeline Partners, L.P.
|
|
4.10% bonds
|
|
November 15, 2015
|
El Paso Pipeline Partners, L.P.
|
|
6.50% bonds
|
|
April 1, 2020
|
El Paso Pipeline Partners, L.P.
|
|
5.00% bonds
|
|
October 1, 2021
|
El Paso Pipeline Partners, L.P.
|
|
4.30% bonds
|
|
May 1, 2024
|
El Paso Pipeline Partners, L.P.
|
|
7.50% bonds
|
|
November 15, 2040
|
El Paso Pipeline Partners, L.P.
|
|
4.70% bonds
|
|
November 1, 2042
|
Tennessee Gas Pipeline Co.
|
|
8.00% bonds
|
|
February 1, 2016
|
Tennessee Gas Pipeline Co.
|
|
7.50% bonds
|
|
April 1, 2017
|
Tennessee Gas Pipeline Co.
|
|
7.00% bonds
|
|
March 15, 2027
|
Tennessee Gas Pipeline Co.
|
|
7.00% bonds
|
|
October 15, 2028
|
Tennessee Gas Pipeline Co.
|
|
8.375% bonds
|
|
June 15, 2032
|
Tennessee Gas Pipeline Co.
|
|
7.625% bonds
|
|
April 1, 2037
|
El Paso Natural Gas Co.
|
|
5.95% bonds
|
|
April 15, 2017
|
El Paso Natural Gas Co.
|
|
8.625% bonds
|
|
January 15, 2022
|
El Paso Natural Gas Co.
|
|
7.50% bonds
|
|
November 15, 2026
|
El Paso Natural Gas Co.
|
|
8.375% bonds
|
|
June 15, 2032
|
Colorado Interstate Gas Co.
|
|
5.95% bonds
|
|
March 15, 2015
|
Colorado Interstate Gas Co.
|
|
6.8% bonds
|
|
November 15, 2015
|
Colorado Interstate Gas Co.
|
|
6.85% bonds
|
|
June 15, 2037
|
Southern Natural Gas Co.
|
|
5.90% bonds
|
|
April 1, 2017
|
Southern Natural Gas Co.
|
|
4.40% bonds
|
|
June 15, 2021
|
Southern Natural Gas Co.
|
|
7.35% bonds
|
|
February 15, 2031
|
Southern Natural Gas Co.
|
|
8.00% bonds
|
|
March 1, 2032
|
Copano Energy LLC
|
|
7.125% bonds
|
|
April 1, 2021
|
El Paso Tennessee Pipeline Co.
|
|
7.25% bonds
|
|
December 15, 2025
|
Other
|
|
6.00% Hamilton notes
|
|
April 21, 2015
|
Other
|
|
KM LQT IRBs-Stolt floating rate bonds
|
|
January 15, 2018
|
Other
|
|
KM LQT IRBs-Stolt floating rate bonds $25,000,000 (plus accrued and unpaid interest) letter of credit
|
|
March 11, 2015
|
Other
|
|
5.50% KM Columbus MBFC notes
|
|
September 1, 2022
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
|
|
March 18, 2015
|
Issuer
|
|
Indebtedness
|
|
Maturity
|
Other
|
|
Cora industrial revenue bonds
|
|
April 1, 2024
|
Hiland Partners Holdings LLC and
|
|
7.25% notes
|
|
October 1, 2020
|
Hiland Partners Finance Corp.
|
|
|
|
|
Hiland Partners Holdings LLC and Hiland Partners Finance Corp.
|
|
5.50% notes
|
|
May 15, 2022
|
Hedging Agreements
1
|
|
|
|
|
Issuer
|
|
Guaranteed Party
|
|
Date
|
Kinder Morgan, Inc.
|
|
Bank of America, N.A.
|
|
August 29, 2001
|
Kinder Morgan, Inc.
|
|
Citibank, N.A.
|
|
March 14, 2002
|
Kinder Morgan, Inc.
|
|
J. Aron & Company
|
|
December 23, 2011
|
Kinder Morgan, Inc.
|
|
SunTrust Bank
|
|
August 29, 2001
|
Kinder Morgan, Inc.
|
|
Barclays Bank PLC
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Bank of Tokyo-Mitsubishi, Ltd., New York Branch
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Canadian Imperial Bank of Commerce
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Credit Agricole Corporate and Investment
Bank
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Credit Suisse International
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Deutsche Bank AG
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
ING Capital Markets LLC
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Mizuho Capital Markets Corporation
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Royal Bank of Canada
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
The Bank of Nova Scotia
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
The Royal Bank of Scotland PLC
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Societe Generale
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
UBS AG
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Wells Fargo Bank, N.A.
|
|
November 26, 2014
|
Kinder Morgan Energy Partners, L.P.
|
|
Bank of America, N.A.
|
|
April 14, 1999
|
Kinder Morgan Energy Partners, L.P.
|
|
Bank of Tokyo-Mitsubishi, Ltd., New York Branch
|
|
November 23, 2004
|
Kinder Morgan Energy Partners, L.P.
|
|
Barclays Bank PLC
|
|
November 18, 2003
|
Kinder Morgan Energy Partners, L.P.
|
|
Canadian Imperial Bank of Commerce
|
|
August 4, 2011
|
Kinder Morgan Energy Partners, L.P.
|
|
Citibank, N.A.
|
|
March 14, 2002
|
Kinder Morgan Energy Partners, L.P.
|
|
Credit Agricole Corporate and Investment Bank
|
|
June 20, 2014
|
Kinder Morgan Energy Partners, L.P.
|
|
Credit Suisse International
|
|
May 14, 2010
|
Kinder Morgan Energy Partners, L.P.
|
|
Deutsche Bank AG
|
|
April 2, 2009
|
Kinder Morgan Energy Partners, L.P.
|
|
ING Capital Markets LLC
|
|
September 21, 2011
|
_________________________________________________
1
Guaranteed Obligations with respect to Hedging Agreements include International Swaps and
Derivatives Association Master Agreements (“ISDAs”) and all transactions entered into pursuant to any ISDA listed on this Schedule I.
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
|
|
March 18, 2015
|
Hedging Agreements
1
|
|
|
|
|
Issuer
|
|
Guaranteed Party
|
|
Date
|
Kinder Morgan Energy Partners, L.P.
|
|
J. Aron & Company
|
|
November 11, 2004
|
Kinder Morgan Energy Partners, L.P.
|
|
JPMorgan Chase Bank
|
|
August 29, 2001
|
Kinder Morgan Energy Partners, L.P.
|
|
Mizuho Capital Markets Corporation
|
|
July 11, 2014
|
Kinder Morgan Energy Partners, L.P.
|
|
Morgan Stanley Capital Services Inc.
|
|
March 10, 2010
|
Kinder Morgan Energy Partners, L.P.
|
|
Royal Bank of Canada
|
|
March 12, 2009
|
Kinder Morgan Energy Partners, L.P.
|
|
The Royal Bank of Scotland PLC
|
|
March 20, 2009
|
Kinder Morgan Energy Partners, L.P.
|
|
The Bank of Nova Scotia
|
|
August 14, 2003
|
Kinder Morgan Energy Partners, L.P.
|
|
Societe Generale
|
|
July 18, 2014
|
Kinder Morgan Energy Partners, L.P.
|
|
SunTrust Bank
|
|
March 14, 2002
|
Kinder Morgan Energy Partners, L.P.
|
|
UBS AG
|
|
February 23, 2011
|
Kinder Morgan Energy Partners, L.P.
|
|
Wells Fargo Bank, N.A.
|
|
July 31, 2007
|
Kinder Morgan Texas Pipeline LLC
|
|
Barclays Bank PLC
|
|
January 10, 2003
|
Kinder Morgan Texas Pipeline LLC
|
|
Canadian Imperial Bank of Commerce
|
|
December 18, 2006
|
Kinder Morgan Texas Pipeline LLC
|
|
Citibank, N.A.
|
|
February 22, 2005
|
Kinder Morgan Texas Pipeline LLC
|
|
Credit Suisse International
|
|
August 31, 2012
|
Kinder Morgan Texas Pipeline LLC
|
|
Deutsche Bank AG
|
|
June 13, 2007
|
Kinder Morgan Texas Pipeline LLC
|
|
ING Capital Markets LLC
|
|
April 17, 2014
|
Kinder Morgan Production Company LP
|
|
J. Aron & Company
|
|
June 12, 2006
|
Kinder Morgan Texas Pipeline LLC
|
|
J. Aron & Company
|
|
June 8, 2000
|
Kinder Morgan Texas Pipeline LLC
|
|
JPMorgan Chase Bank, N.A.
|
|
September 7, 2006
|
Kinder Morgan Texas Pipeline LLC
|
|
Macquarie Bank Limited
|
|
September 20, 2010
|
Kinder Morgan Texas Pipeline LLC
|
|
Merrill Lynch Commodities, Inc.
|
|
October 24, 2001
|
Kinder Morgan Texas Pipeline LLC
|
|
Morgan Stanley Capital Group Inc.
|
|
January 15, 2004
|
Kinder Morgan Texas Pipeline LLC
|
|
Natixis
|
|
June 13, 2011
|
Kinder Morgan Texas Pipeline LLC
|
|
Royal Bank of Canada
|
|
May 6, 2009
|
Kinder Morgan Texas Pipeline LLC
|
|
The Bank of Nova Scotia
|
|
May 8, 2014
|
Kinder Morgan Texas Pipeline LLC
|
|
Shell Trading (US) Company
|
|
November 14, 2011
|
Kinder Morgan Texas Pipeline LLC
|
|
Societe Generale
|
|
January 14, 2003
|
Kinder Morgan Texas Pipeline LLC
|
|
Wells Fargo Bank, N.A.
|
|
June 1, 2013
|
Copano Risk Management, L.P.
|
|
Citibank, N.A.
|
|
July 21, 2008
|
Copano Risk Management, L.P.
|
|
J. Aron & Company
|
|
December 12, 2005
|
Copano Risk Management, L.P.
|
|
Morgan Stanley Capital Group Inc.
|
|
May 4, 2007
|
Copano Risk Management, L.P.
|
|
Wells Fargo Bank, N.A.
|
|
October 19, 2007
|
SCHEDULE II
Guarantors
February 13, 2015
|
||
Agnes B Crane, LLC
|
|
Copano/Webb-Duval Pipeline LLC
|
American Petroleum Tankers II LLC
|
|
CPNO Services LLC
|
American Petroleum Tankers III LLC
|
|
Dakota Bulk Terminal, Inc.
|
American Petroleum Tankers IV LLC
|
|
Delta Terminal Services LLC
|
American Petroleum Tankers LLC
|
|
Eagle Ford Gathering LLC
|
American Petroleum Tankers Parent LLC
|
|
El Paso Cheyenne Holdings, L.L.C.
|
American Petroleum Tankers V LLC
|
|
El Paso Citrus Holdings, Inc.
|
American Petroleum Tankers VI LLC
|
|
El Paso CNG Company, L.L.C.
|
American Petroleum Tankers VII LLC
|
|
El Paso Energy Service Company, L.L.C.
|
APT Florida LLC
|
|
El Paso LLC
|
APT Intermediate Holdco LLC
|
|
El Paso Midstream Group LLC
|
APT New Intermediate Holdco LLC
|
|
El Paso Natural Gas Company, L.L.C.
|
APT Pennsylvania LLC
|
|
El Paso Noric Investments III, L.L.C.
|
APT Sunshine State LLC
|
|
El Paso Ruby Holding Company, L.L.C.
|
Audrey Tug LLC
|
|
El Paso Tennessee Pipeline Co., L.L.C.
|
Bear Creek Storage Company, L.L.C.
|
|
Elba Express Company, L.L.C.
|
Betty Lou LLC
|
|
Elizabeth River Terminals LLC
|
Camino Real Gathering Company, L.L.C.
|
|
Emory B Crane, LLC
|
Cantera Gas Company LLC
|
|
EP Energy Holding Company
|
CDE Pipeline LLC
|
|
EP Ruby LLC
|
Central Florida Pipeline LLC
|
|
EPBGP Contracting Services LLC
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
EPTP Issuing Corporation
|
CIG Gas Storage Company LLC
|
|
Fernandina Marine Construction Management
|
CIG Pipeline Services Company, L.L.C.
|
|
LLC
|
Cimmarron Gathering LLC
|
|
Frank L. Crane, LLC
|
Colorado Interstate Gas Company, L.L.C.
|
|
General Stevedores GP, LLC
|
Colorado Interstate Issuing Corporation
|
|
General Stevedores Holdings LLC
|
Copano Double Eagle LLC
|
|
Global American Terminals LLC
|
Copano Energy Finance Corporation
|
|
Hampshire LLC
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
Harrah Midstream LLC
|
Copano Energy, L.L.C.
|
|
HBM Environmental, Inc.
|
Copano Field Services GP, L.L.C.
|
|
Hiland Crude, LLC
|
Copano Field Services/North Texas, L.L.C.
|
|
Hiland Operating, LLC
|
Copano Field Services/South Texas LLC
|
|
Hiland Partners, LLC
|
Copano Field Services/Upper Gulf Coast LLC
|
|
Hiland Partners Finance Corp.
|
Copano Liberty, LLC
|
|
Hiland Partners Holdings LLC
|
Copano NGL Services (Markham), L.L.C.
|
|
ICPT, L.L.C
|
Copano NGL Services LLC
|
|
Independent Trading & Transportation
|
Copano Pipelines Group, L.L.C.
|
|
Company I, L.L.C.
|
Copano Pipelines/North Texas, L.L.C.
|
|
J.R. Nicholls LLC
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Javelina Tug LLC
|
Copano Pipelines/South Texas LLC
|
|
Jeannie Brewer LLC
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
JV Tanker Charterer LLC
|
Copano Processing LLC
|
|
Kinder Morgan (Delaware), Inc.
|
Copano Risk Management LLC
|
|
Kinder Morgan 2-Mile LLC
|
Kinder Morgan Administrative Services Tampa
|
|
Kinder Morgan Petcoke GP LLC
|
LLC
|
|
Kinder Morgan Petcoke LP LLC
|
Kinder Morgan Altamont LLC
|
|
Kinder Morgan Petcoke, L.P.
|
Kinder Morgan Amory LLC
|
|
Kinder Morgan Petroleum Tankers LLC
|
Kinder Morgan Arrow Terminals Holdings, Inc.
|
|
Kinder Morgan Pipeline LLC
|
Kinder Morgan Arrow Terminals, L.P.
|
|
Kinder Morgan Port Manatee Terminal LLC
|
Kinder Morgan Baltimore Transload Terminal
|
|
Kinder Morgan Port Sutton Terminal LLC
|
LLC
|
|
Kinder Morgan Port Terminals USA LLC
|
Kinder Morgan Battleground Oil LLC
|
|
Kinder Morgan Production Company LLC
|
Kinder Morgan Border Pipeline LLC
|
|
Kinder Morgan Rail Services LLC
|
Kinder Morgan Bulk Terminals, Inc.
|
|
Kinder Morgan Resources II LLC
|
Kinder Morgan Carbon Dioxide Transportation
|
|
Kinder Morgan Resources III LLC
|
Company
|
|
Kinder Morgan Resources LLC
|
Kinder Morgan CO2 Company, L.P.
|
|
Kinder Morgan River Terminals LLC
|
Kinder Morgan Cochin LLC
|
|
Kinder Morgan Services LLC
|
Kinder Morgan Columbus LLC
|
|
Kinder Morgan Seven Oaks LLC
|
Kinder Morgan Commercial Services LLC
|
|
Kinder Morgan Southeast Terminals LLC
|
Kinder Morgan Contracting Services LLC
|
|
Kinder Morgan Scurry Connector LLC
|
Kinder Morgan Crude & Condensate LLC
|
|
Kinder Morgan Tank Storage Terminals LLC
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Kinder Morgan Tejas Pipeline LLC
|
Kinder Morgan Crude to Rail LLC
|
|
Kinder Morgan Terminals, Inc.
|
Kinder Morgan Cushing LLC
|
|
Kinder Morgan Texas Pipeline LLC
|
Kinder Morgan Dallas Fort Worth Rail Terminal
|
|
Kinder Morgan Texas Terminals, L.P.
|
LLC
|
|
Kinder Morgan Transmix Company, LLC
|
Kinder Morgan Endeavor LLC
|
|
Kinder Morgan Treating LP
|
Kinder Morgan Energy Partners, L.P.
|
|
Kinder Morgan Urban Renewal, L.L.C.
|
Kinder Morgan EP Midstream LLC
|
|
Kinder Morgan Utica LLC
|
Kinder Morgan Finance Company LLC
|
|
Kinder Morgan Virginia Liquids Terminals LLC
|
Kinder Morgan Fleeting LLC
|
|
Kinder Morgan Wink Pipeline LLC
|
Kinder Morgan Freedom Pipeline LLC
|
|
KinderHawk Field Services LLC
|
Kinder Morgan, Inc.
|
|
KM Crane LLC
|
Kinder Morgan Keystone Gas Storage LLC
|
|
KM Decatur, Inc.
|
Kinder Morgan KMAP LLC
|
|
KM Eagle Gathering LLC
|
Kinder Morgan Las Vegas LLC
|
|
KM Gathering LLC
|
Kinder Morgan Linden Transload Terminal LLC
|
|
KM Kaskaskia Dock LLC
|
Kinder Morgan Liquids Terminals LLC
|
|
KM Liquids Terminals LLC
|
Kinder Morgan Liquids Terminals St. Gabriel
|
|
KM North Cahokia Land LLC
|
LLC
|
|
KM North Cahokia Special Project LLC
|
Kinder Morgan Marine Services LLC
|
|
KM North Cahokia Terminal Project LLC
|
Kinder Morgan Materials Services, LLC
|
|
KM Ship Channel Services LLC
|
Kinder Morgan Mid Atlantic Marine Services
|
|
KM Treating GP LLC
|
LLC
|
|
KM Treating Production LLC
|
Kinder Morgan NatGas O&M LLC
|
|
KMBT LLC
|
Kinder Morgan North Texas Pipeline LLC
|
|
KMGP Services Company, Inc.
|
Kinder Morgan Operating L.P. “ A”
|
|
KN Telecommunications, Inc.
|
Kinder Morgan Operating L.P. “ B”
|
|
Knight Power Company LLC
|
Kinder Morgan Operating L.P. “ C”
|
|
Lomita Rail Terminal LLC
|
Kinder Morgan Operating L.P. “ D”
|
|
Milwaukee Bulk Terminals LLC
|
Kinder Morgan Pecos LLC
|
|
MJR Operating LLC
|
Kinder Morgan Pecos Valley LLC
|
|
Mojave Pipeline Company, L.L.C.
|
Mojave Pipeline Operating Company, L.L.C.
|
|
|
Mr. Bennett LLC
|
|
|
Mr. Vance LLC
|
|
|
Nassau Terminals LLC
|
|
|
NGPL Holdco Inc.
|
|
|
Paddy Ryan Crane, LLC
|
|
|
Palmetto Products Pipe Line LLC
|
|
|
PI 2 Pelican State LLC
|
|
|
Pinney Dock & Transport LLC
|
|
|
Queen City Terminals LLC
|
|
|
Rahway River Land LLC
|
|
|
Razorback Tug LLC
|
|
|
RCI Holdings, Inc.
|
|
|
River Terminals Properties GP LLC
|
|
|
River Terminal Properties, L.P.
|
|
|
ScissorTail Energy, LLC
|
|
|
SNG Pipeline Services Company, L.L.C.
|
|
|
Southern Gulf LNG Company, L.L.C.
|
|
|
Southern Liquefaction Company LLC
|
|
|
Southern LNG Company, L.L.C.
|
|
|
Southern Natural Gas Company, L.L.C.
|
|
|
Southern Natural Issuing Corporation
|
|
|
SouthTex Treaters LLC
|
|
|
Southwest Florida Pipeline LLC
|
|
|
SRT Vessels LLC
|
|
|
Stevedore Holdings, L.P.
|
|
|
Tajon Holdings, Inc.
|
|
|
Tejas Gas, LLC
|
|
|
Tejas Natural Gas, LLC
|
|
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
|
Tennessee Gas Pipeline Issuing Corporation
|
|
|
Texan Tug LLC
|
|
|
TGP Pipeline Services Company, L.L.C.
|
|
|
Trans Mountain Pipeline (Puget Sound) LLC
|
|
|
TransColorado Gas Transmission Company LLC
|
|
|
Transload Services, LLC
|
|
|
Utica Marcellus Texas Pipeline LLC
|
|
|
Western Plant Services, Inc.
|
|
|
Wyoming Interstate Company, L.L.C.
|
|
|
SCHEDULE III
Excluded Subsidiaries |
||
ANR Real Estate Corporation
|
|
|
Coastal Eagle Point Oil Company
|
|
|
Coastal Oil New England, Inc.
|
|
|
Colton Processing Facility
|
|
|
Coscol Petroleum Corporation
|
|
|
El Paso CGP Company, L.L.C.
|
|
|
El Paso Energy Capital Trust I
|
|
|
El Paso Energy E.S.T. Company
|
|
|
El Paso Energy International Company
|
|
|
El Paso Marketing Company, L.L.C.
|
|
|
El Paso Merchant Energy North America Company, L.L.C.
|
|
|
El Paso Merchant Energy-Petroleum Company
|
|
|
El Paso Reata Energy Company, L.L.C.
|
|
|
El Paso Remediation Company
|
|
|
El Paso Services Holding Company
|
|
|
EPEC Corporation
|
|
|
EPEC Oil Company Liquidating Trust
|
|
|
EPEC Polymers, Inc.
|
|
|
EPED Holding Company
|
|
|
Kinder Morgan Louisiana Pipeline Holding LLC
|
|
|
Kinder Morgan Louisiana Pipeline LLC
|
|
|
KN Capital Trust I
|
|
|
KN Capital Trust III
|
|
|
Mesquite Investors, L.L.C.
|
|
|
|
|
|
Note: The Excluded Subsidiaries listed on this Schedule III may also be Excluded Subsidiaries pursuant to other exceptions set forth in the definition of “Excluded Subsidiary”.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
(a)
|
||||
Earnings:
|
|
|
|
||||
Pre-tax income before adjustment for net income attributable to the noncontrolling interests and earnings from equity investments (including loss on impairments of equity investments and amortization of excess cost of equity investments) per statements of income
|
$
|
579
|
|
|
$
|
712
|
|
Add:
|
|
|
|
||||
Fixed charges
|
542
|
|
|
476
|
|
||
Amortization of capitalized interest
|
2
|
|
|
1
|
|
||
Distributions from equity investment earnings
|
92
|
|
|
77
|
|
||
Less:
|
|
|
|
||||
Interest capitalized
|
(16
|
)
|
|
(18
|
)
|
||
Noncontrolling interest in pre-tax income of subsidiaries with no fixed charges
|
—
|
|
|
(74
|
)
|
||
Income as adjusted
|
$
|
1,199
|
|
|
$
|
1,174
|
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest and debt expense, net per statements of income (includes amortization of debt discount, premium, and debt issuance costs; excludes capitalized interest)
|
$
|
530
|
|
|
$
|
467
|
|
Add:
|
|
|
|
||||
Portion of rents representative of the interest factor
|
12
|
|
|
9
|
|
||
Fixed charges
|
$
|
542
|
|
|
$
|
476
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.21
|
|
|
2.47
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 28, 2015
|
/s/ Richard D. Kinder
|
|
|
Richard D. Kinder
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 28, 2015
|
/s/ Kimberly A. Dang
|
|
|
Kimberly A. Dang
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
Date:
|
April 28, 2015
|
/s/ Richard D. Kinder
|
|
|
Richard D. Kinder
|
|
|
Chairman and Chief Executive Officer
|
Date:
|
April 28, 2015
|
/s/ Kimberly A. Dang
|
|
|
Kimberly A. Dang
|
|
|
Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations
(#)
|
Section 104(b) Orders
(#)
|
Section 104(d) Citations and Orders
(#)
|
Section 110(b)(2) Violations
(#)
|
Section 107(a) Orders
(#)
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
Total Number of Mining Related Fatalities
(#)
|
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no)
|
Received Notice of Potential to Have Pattern under Section 104(e)
(yes/no)
|
Legal Actions Pending as of Last Day of Period
(#)
|
Legal Actions Initiated During Period
(#)
|
Legal Actions Resolved During Period
(#)
|
||
1103225 Cahokia
|
—
|
—
|
—
|
—
|
—
|
$
|
100
|
|
—
|
No
|
No
|
—
|
—
|
—
|
1518234 Grand Rivers
|
—
|
—
|
—
|
—
|
—
|
$
|
100
|
|
—
|
No
|
No
|
—
|
—
|
—
|