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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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
$
|
677
|
|
|
$
|
1,014
|
|
|
$
|
1,462
|
|
|
$
|
2,111
|
|
Services
|
1,963
|
|
|
1,801
|
|
|
3,933
|
|
|
3,605
|
|
||||
Product sales and other
|
823
|
|
|
1,122
|
|
|
1,665
|
|
|
2,268
|
|
||||
Total Revenues
|
3,463
|
|
|
3,937
|
|
|
7,060
|
|
|
7,984
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
||||||
Costs of sales
|
1,085
|
|
|
1,610
|
|
|
2,175
|
|
|
3,253
|
|
||||
Operations and maintenance
|
590
|
|
|
540
|
|
|
1,095
|
|
|
1,023
|
|
||||
Depreciation, depletion and amortization
|
570
|
|
|
502
|
|
|
1,108
|
|
|
998
|
|
||||
General and administrative
|
164
|
|
|
154
|
|
|
380
|
|
|
326
|
|
||||
Taxes, other than income taxes
|
116
|
|
|
111
|
|
|
231
|
|
|
221
|
|
||||
Loss on impairments and disposals of long-lived assets, net
|
50
|
|
|
7
|
|
|
104
|
|
|
3
|
|
||||
Other income, net
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Total Operating Costs, Expenses and Other
|
2,571
|
|
|
2,924
|
|
|
5,090
|
|
|
5,824
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
892
|
|
|
1,013
|
|
|
1,970
|
|
|
2,160
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from equity investments
|
114
|
|
|
100
|
|
|
216
|
|
|
199
|
|
||||
Loss on impairments of equity investments
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
||||
Amortization of excess cost of equity investments
|
(14
|
)
|
|
(11
|
)
|
|
(26
|
)
|
|
(21
|
)
|
||||
Interest, net
|
(472
|
)
|
|
(440
|
)
|
|
(984
|
)
|
|
(888
|
)
|
||||
Other, net
|
11
|
|
|
13
|
|
|
24
|
|
|
26
|
|
||||
Total Other Expense
|
(361
|
)
|
|
(338
|
)
|
|
(796
|
)
|
|
(684
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Before Income Taxes
|
531
|
|
|
675
|
|
|
1,174
|
|
|
1,476
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense
|
(189
|
)
|
|
(178
|
)
|
|
(413
|
)
|
|
(378
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
342
|
|
|
497
|
|
|
761
|
|
|
1,098
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (Income) Loss Attributable to Noncontrolling Interests
|
(9
|
)
|
|
(213
|
)
|
|
1
|
|
|
(527
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Kinder Morgan, Inc.
|
$
|
333
|
|
|
$
|
284
|
|
|
$
|
762
|
|
|
$
|
571
|
|
|
|
|
|
|
|
|
|
||||||||
Class P Shares
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Common Share
|
$
|
0.15
|
|
|
$
|
0.27
|
|
|
$
|
0.35
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Weighted-Average Number of Shares Outstanding
|
2,175
|
|
|
1,028
|
|
|
2,158
|
|
|
1,028
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings Per Common Share
|
$
|
0.15
|
|
|
$
|
0.27
|
|
|
$
|
0.35
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Weighted-Average Number of Shares Outstanding
|
2,187
|
|
|
1,028
|
|
|
2,169
|
|
|
1,028
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends Per Common Share Declared for the Period
|
$
|
0.49
|
|
|
$
|
0.43
|
|
|
$
|
0.97
|
|
|
$
|
0.85
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
342
|
|
|
$
|
497
|
|
|
$
|
761
|
|
|
$
|
1,098
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value of derivatives utilized for hedging purposes (net of tax benefit of $34, $27, $35 and $41, respectively)
|
(58
|
)
|
|
(96
|
)
|
|
(60
|
)
|
|
(141
|
)
|
||||
Reclassification of change in fair value of derivatives to net income (net of tax benefit (expense) of $33, $(5), $74 and $(9), respectively)
|
(57
|
)
|
|
16
|
|
|
(129
|
)
|
|
30
|
|
||||
Foreign currency
translation
adjustments (net of tax (expense) benefit of $(9), $(17), $53 and $1, respectively)
|
17
|
|
|
56
|
|
|
(91
|
)
|
|
(6
|
)
|
||||
Benefit plan adjustments (net of tax benefit (expense) of
$-, $1, $(4)
and $1, respectively)
|
—
|
|
|
2
|
|
|
6
|
|
|
1
|
|
||||
Total other comprehensive loss
|
(98
|
)
|
|
(22
|
)
|
|
(274
|
)
|
|
(116
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
244
|
|
|
475
|
|
|
487
|
|
|
982
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(9
|
)
|
|
(197
|
)
|
|
1
|
|
|
(455
|
)
|
||||
Comprehensive income attributable to KMI
|
$
|
235
|
|
|
$
|
278
|
|
|
$
|
488
|
|
|
$
|
527
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
163
|
|
|
$
|
315
|
|
Accounts receivable, net
|
1,349
|
|
|
1,641
|
|
||
Inventories
|
474
|
|
|
459
|
|
||
Fair value of derivative contracts
|
401
|
|
|
535
|
|
||
Deferred income taxes
|
56
|
|
|
56
|
|
||
Other current assets
|
493
|
|
|
746
|
|
||
Total current assets
|
2,936
|
|
|
3,752
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
40,586
|
|
|
38,564
|
|
||
Investments
|
6,028
|
|
|
6,036
|
|
||
Goodwill
|
24,965
|
|
|
24,654
|
|
||
Other intangibles, net
|
3,677
|
|
|
2,302
|
|
||
Deferred income taxes
|
5,409
|
|
|
5,651
|
|
||
Deferred charges and other assets
|
2,009
|
|
|
2,090
|
|
||
Total Assets
|
$
|
85,610
|
|
|
$
|
83,049
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
3,154
|
|
|
$
|
2,717
|
|
Accounts payable
|
1,293
|
|
|
1,588
|
|
||
Accrued interest
|
669
|
|
|
637
|
|
||
Accrued contingencies
|
351
|
|
|
383
|
|
||
Other current liabilities
|
1,032
|
|
|
1,037
|
|
||
Total current liabilities
|
6,499
|
|
|
6,362
|
|
||
|
|
|
|
||||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
39,676
|
|
|
38,212
|
|
||
Preferred interest in general partner of KMP
|
100
|
|
|
100
|
|
||
Debt fair value adjustments
|
1,623
|
|
|
1,785
|
|
||
Total long-term debt
|
41,399
|
|
|
40,097
|
|
||
Other long-term liabilities and deferred credits
|
2,207
|
|
|
2,164
|
|
||
Total long-term liabilities and deferred credits
|
43,606
|
|
|
42,261
|
|
||
Total Liabilities
|
50,105
|
|
|
48,623
|
|
||
|
|
|
|
||||
Commitments and contingencies (Notes 3 and 9)
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,188,197,629
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
|
38,791
|
|
|
36,178
|
|
||
Retained deficit
|
(3,350
|
)
|
|
(2,106
|
)
|
||
Accumulated other comprehensive loss
|
(291
|
)
|
|
(17
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
35,172
|
|
|
34,076
|
|
||
Noncontrolling interests
|
333
|
|
|
350
|
|
||
Total Stockholders’ Equity
|
35,505
|
|
|
34,426
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
85,610
|
|
|
$
|
83,049
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
761
|
|
|
$
|
1,098
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
1,108
|
|
|
998
|
|
||
Deferred income taxes
|
413
|
|
|
208
|
|
||
Amortization of excess cost of equity investments
|
26
|
|
|
21
|
|
||
Loss on impairments and disposals of long-lived assets, net and equity investments
|
130
|
|
|
3
|
|
||
Earnings from equity investments
|
(216
|
)
|
|
(199
|
)
|
||
Distributions from equity investment earnings
|
187
|
|
|
184
|
|
||
Pension contributions and noncash pension benefit credits
|
(23
|
)
|
|
(68
|
)
|
||
Changes in components of working capital, net of the effects of acquisitions
|
|
|
|
||||
Accounts receivable, net
|
366
|
|
|
94
|
|
||
Income tax receivable
|
195
|
|
|
—
|
|
||
Inventories
|
(34
|
)
|
|
(24
|
)
|
||
Other current assets
|
50
|
|
|
(36
|
)
|
||
Accounts payable
|
(222
|
)
|
|
(117
|
)
|
||
Accrued interest
|
9
|
|
|
34
|
|
||
Accrued contingencies and other current liabilities
|
(7
|
)
|
|
101
|
|
||
Rate reparations, refunds and other litigation reserve adjustments
|
27
|
|
|
36
|
|
||
Other, net
|
(232
|
)
|
|
(130
|
)
|
||
Net Cash Provided by Operating Activities
|
2,538
|
|
|
2,203
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Business acquisitions, net of cash acquired (Note 2)
|
(1,864
|
)
|
|
(961
|
)
|
||
Acquisitions of other assets and investments
|
(55
|
)
|
|
(32
|
)
|
||
Capital expenditures
|
(1,909
|
)
|
|
(1,717
|
)
|
||
Contributions to investments
|
(45
|
)
|
|
(103
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
114
|
|
|
90
|
|
||
Other, net
|
15
|
|
|
16
|
|
||
Net Cash Used in Investing Activities
|
(3,744
|
)
|
|
(2,707
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuance of debt
|
9,485
|
|
|
9,448
|
|
||
Payment of debt
|
(8,941
|
)
|
|
(8,512
|
)
|
||
Debt issue costs
|
(20
|
)
|
|
(29
|
)
|
||
Issuances of shares
|
2,562
|
|
|
—
|
|
||
Cash dividends
|
(2,006
|
)
|
|
(860
|
)
|
||
Repurchases of shares and warrants
|
(5
|
)
|
|
(192
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
1,395
|
|
||
Distributions to noncontrolling interests
|
(16
|
)
|
|
(976
|
)
|
||
Other, net
|
(1
|
)
|
|
(1
|
)
|
||
Net Cash Provided by Financing Activities
|
1,058
|
|
|
273
|
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(4
|
)
|
|
(4
|
)
|
||
|
|
|
|
||||
Net decrease in Cash and Cash Equivalents
|
(152
|
)
|
|
(235
|
)
|
||
Cash and Cash Equivalents, beginning of period
|
315
|
|
|
598
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
163
|
|
|
$
|
363
|
|
|
|||||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Assets acquired by the assumption or incurrence of liabilities
|
$
|
1,671
|
|
|
$
|
73
|
|
Net assets contributed to equity investment
|
$
|
34
|
|
|
$
|
—
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
$
|
1,002
|
|
|
$
|
855
|
|
Cash (refunded) paid during the period for income taxes, net
|
$
|
(185
|
)
|
|
$
|
163
|
|
|
Six Months Ended June 30, 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
|
62
|
|
|
1
|
|
|
2,561
|
|
|
|
|
|
|
2,562
|
|
|
|
|
2,562
|
|
||||||||||
Warrants repurchased
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
(5
|
)
|
|
|
|
(5
|
)
|
||||||||||||
EP Trust I Preferred security conversions
|
1
|
|
|
|
|
23
|
|
|
|
|
|
|
23
|
|
|
|
|
23
|
|
|||||||||||
Warrants exercised
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
|
|
|
2
|
|
||||||||||||
Amortization of restricted shares
|
|
|
|
|
34
|
|
|
|
|
|
|
34
|
|
|
|
|
34
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
762
|
|
|
|
|
762
|
|
|
(1
|
)
|
|
761
|
|
|||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
||||||||||||
Cash dividends
|
|
|
|
|
|
|
(2,006
|
)
|
|
|
|
(2,006
|
)
|
|
|
|
(2,006
|
)
|
||||||||||||
Other
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(274
|
)
|
|
(274
|
)
|
|
|
|
(274
|
)
|
||||||||||||
Ending Balance at
June 30, 2015
|
2,188
|
|
|
$
|
22
|
|
|
$
|
38,791
|
|
|
$
|
(3,350
|
)
|
|
$
|
(291
|
)
|
|
$
|
35,172
|
|
|
$
|
333
|
|
|
$
|
35,505
|
|
|
Six Months Ended June 30, 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
|
|
|
|
|
(98
|
)
|
|
|
|
|
|
(98
|
)
|
|
|
|
(98
|
)
|
||||||||||||
Amortization of restricted shares
|
|
|
|
|
27
|
|
|
|
|
|
|
27
|
|
|
|
|
27
|
|
||||||||||||
Impact from equity transactions of KMP, EPB and KMR
|
|
|
|
|
20
|
|
|
|
|
|
|
20
|
|
|
(31
|
)
|
|
(11
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
571
|
|
|
|
|
571
|
|
|
527
|
|
|
1,098
|
|
||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(976
|
)
|
|
(976
|
)
|
|||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,395
|
|
|
1,395
|
|
|||||||||||
Cash dividends
|
|
|
|
|
|
|
(860
|
)
|
|
|
|
(860
|
)
|
|
|
|
(860
|
)
|
||||||||||||
Other
|
|
|
|
|
5
|
|
|
|
|
|
|
5
|
|
|
|
|
5
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(44
|
)
|
|
(44
|
)
|
|
(72
|
)
|
|
(116
|
)
|
|||||||||||
Ending Balance at
June 30, 2014
|
1,028
|
|
|
$
|
10
|
|
|
$
|
14,339
|
|
|
$
|
(1,661
|
)
|
|
$
|
(68
|
)
|
|
$
|
12,620
|
|
|
$
|
16,035
|
|
|
$
|
28,655
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Class P
|
$
|
330
|
|
|
$
|
281
|
|
|
$
|
756
|
|
|
$
|
565
|
|
Participating securities(a)
|
3
|
|
|
3
|
|
|
6
|
|
|
6
|
|
||||
Net Income Attributable to Kinder Morgan, Inc.
|
$
|
333
|
|
|
$
|
284
|
|
|
$
|
762
|
|
|
$
|
571
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Basic Weighted-Average Number of Shares Outstanding
|
2,175
|
|
|
1,028
|
|
|
2,158
|
|
|
1,028
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Warrants(b)
|
12
|
|
|
—
|
|
|
11
|
|
|
—
|
|
Diluted Weighted-Average Number of Shares Outstanding
|
2,187
|
|
|
1,028
|
|
|
2,169
|
|
|
1,028
|
|
(a)
|
Participating securities are unvested restricted stock awards, which may be stock or stock units issued to management employees and include non-forfeitable dividend equivalent payments. As of June 30, 2015, there were approximately
7 million
such restricted stock awards.
|
(b)
|
Each warrant 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Unvested restricted stock awards
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
Warrants to purchase our Class P shares
|
287
|
|
|
309
|
|
|
288
|
|
|
325
|
|
Convertible trust preferred securities
|
8
|
|
|
10
|
|
|
9
|
|
|
10
|
|
|
Acquisitions
|
||||||
|
Hiland
|
|
Vopak Terminal Assets
|
||||
Purchase Price Allocation:
|
|
|
|
||||
Current assets
|
$
|
82
|
|
|
$
|
2
|
|
Property, plant and equipment
|
1,495
|
|
|
155
|
|
||
Goodwill
|
316
|
|
|
7
|
|
||
Other intangibles(a)
|
1,481
|
|
|
—
|
|
||
Total assets acquired
|
3,374
|
|
|
164
|
|
||
Current liabilities
|
(250
|
)
|
|
(2
|
)
|
||
Debt
|
(1,411
|
)
|
|
—
|
|
||
Other liabilities
|
(4
|
)
|
|
(4
|
)
|
||
Cash consideration
|
$
|
1,709
|
|
|
$
|
158
|
|
(a)
|
Relates to customer contracts and relationships with a weighted average amortization period of
16.4 years
.
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
KMI
|
|
|
|
|
||||
Senior notes, 1.50% through 8.25%, due 2015 through 2098(a)
|
|
$
|
13,381
|
|
|
$
|
11,438
|
|
Credit facility due November 26, 2019(b)
|
|
—
|
|
|
850
|
|
||
Commercial paper borrowings(b)
|
|
619
|
|
|
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
|
|
448
|
|
|
453
|
|
||
Preferred securities, 4.75%, due March 31, 2028
|
|
222
|
|
|
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
|
|
42,930
|
|
|
41,029
|
|
||
Less: Current portion of debt(e)
|
|
3,154
|
|
|
2,717
|
|
||
Total long-term debt – KMI and Subsidiaries(f)
|
|
$
|
39,776
|
|
|
$
|
38,312
|
|
(a)
|
June 30, 2015
amount includes senior notes that are denominated in Euros and have been converted and are reported at the
June 30, 2015
exchange rate of
1.1147
U.S. dollars per Euro. From the issuance date of these senior notes in March 2015 through June 30, 2015, our debt increased by
$36 million
as a result of the change in the exchange rate of U.S dollars per Euro. We entered into cross-currency swap agreements associated with these senior notes (see Note 5 “Risk Management—
Foreign Currency Risk Management
”).
|
(b)
|
As of
June 30, 2015
and
December 31, 2014
, the weighted average interest rates on our credit facility borrowings, including commercial paper borrowings, were
1.05%
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)
|
Excludes our “Debt fair value adjustments” which, as of
June 30, 2015
and
December 31, 2014
, increased our combined debt balances by
$1,623 million
and
$1,785 million
, respectively. In addition to all unamortized debt discount/premium amounts, debt issuance costs (resulting from the implementation of ASU No. 2015-03) 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 entered into cross-currency swap agreements associated with these senior notes (see Note 5 “Risk Management—
Foreign Currency Risk Management
”).
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Per common share cash dividend declared for the period
|
$
|
0.49
|
|
|
$
|
0.43
|
|
|
$
|
0.97
|
|
|
$
|
0.85
|
|
Per common share cash dividend paid in the period
|
$
|
0.48
|
|
|
$
|
0.42
|
|
|
$
|
0.93
|
|
|
$
|
0.83
|
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(12.0
|
)
|
|
MMBbl
|
Crude oil basis
|
(11.4
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(55.6
|
)
|
|
Bcf
|
Natural gas basis
|
(30.4
|
)
|
|
Bcf
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(14.8
|
)
|
|
MMBbl
|
Crude oil basis
|
(1.5
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(26.3
|
)
|
|
Bcf
|
Natural gas basis
|
(34.7
|
)
|
|
Bcf
|
NGL fixed price
|
(83.6
|
)
|
|
MMBbl
|
Fair Value of Derivative Contracts
|
||||||||||||||||||
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
|
|
June 30,
2015 |
|
December 31,
2014 |
|
June 30,
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)
|
|
$
|
198
|
|
|
$
|
309
|
|
|
$
|
(42
|
)
|
|
$
|
(34
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
46
|
|
|
6
|
|
|
(5
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
244
|
|
|
315
|
|
|
(47
|
)
|
|
(34
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
147
|
|
|
143
|
|
|
—
|
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
201
|
|
|
260
|
|
|
(86
|
)
|
|
(53
|
)
|
||||
Subtotal
|
|
|
|
348
|
|
|
403
|
|
|
(86
|
)
|
|
(53
|
)
|
||||
Cross-currency swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
13
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
13
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
||||
Total
|
|
|
|
605
|
|
|
718
|
|
|
(164
|
)
|
|
(87
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas, crude and NGL derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
47
|
|
|
73
|
|
|
(6
|
)
|
|
(2
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
111
|
|
|
196
|
|
|
(7
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
158
|
|
|
269
|
|
|
(13
|
)
|
|
(2
|
)
|
||||
Power derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
9
|
|
|
10
|
|
|
(46
|
)
|
|
(57
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Subtotal
|
|
|
|
9
|
|
|
10
|
|
|
(46
|
)
|
|
(73
|
)
|
||||
Total
|
|
|
|
167
|
|
|
279
|
|
|
(59
|
)
|
|
(75
|
)
|
||||
Total derivatives
|
|
|
|
$
|
772
|
|
|
$
|
997
|
|
|
$
|
(223
|
)
|
|
$
|
(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 June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
(233
|
)
|
|
$
|
57
|
|
|
$
|
(88
|
)
|
|
$
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hedged fixed rate debt
|
|
Interest expense
|
|
$
|
256
|
|
|
$
|
(57
|
)
|
|
$
|
117
|
|
|
$
|
(112
|
)
|
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 June 30,
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||||||
Energy commodity
derivative contracts
|
|
$
|
(82
|
)
|
|
$
|
(88
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
37
|
|
|
(19
|
)
|
|
Revenues—Product
sales and other
|
|
3
|
|
|
(27
|
)
|
||||||||
|
|
|
|
|
|
|
Costs of sales
|
|
(14
|
)
|
|
5
|
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
|||||||
Interest rate swap
agreements
|
|
1
|
|
|
(8
|
)
|
|
Interest expense
|
|
—
|
|
|
(2
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
23
|
|
|
—
|
|
|
Other, net
|
|
33
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
(58
|
)
|
|
$
|
(96
|
)
|
|
Total
|
|
$
|
57
|
|
|
$
|
(16
|
)
|
|
Total
|
|
$
|
3
|
|
|
$
|
(27
|
)
|
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)
|
||||||||||||||||||
|
|
Six Months Ended
June 30,
|
|
|
|
Six Months Ended
June 30,
|
|
|
|
Six Months Ended
June 30,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||||||
Energy commodity
derivative contracts
|
|
$
|
(47
|
)
|
|
$
|
(131
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
25
|
|
|
$
|
(9
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
101
|
|
|
(25
|
)
|
|
Revenues—Product
sales and other
|
|
10
|
|
|
(32
|
)
|
||||||||
|
|
|
|
|
|
Costs of sales
|
|
(19
|
)
|
|
6
|
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swap
agreements
|
|
(2
|
)
|
|
(10
|
)
|
|
Interest expense
|
|
(1
|
)
|
|
(2
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
(11
|
)
|
|
—
|
|
|
Other, net
|
|
23
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
(60
|
)
|
|
$
|
(141
|
)
|
|
Total
|
|
$
|
129
|
|
|
$
|
(30
|
)
|
|
Total
|
|
$
|
10
|
|
|
$
|
(32
|
)
|
(a)
|
We expect to reclassify an approximate
$182 million
gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of
June 30, 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Energy commodity derivative contracts
|
|
Revenues—Natural gas sales
|
|
$
|
(2
|
)
|
|
$
|
(9
|
)
|
|
$
|
3
|
|
|
$
|
(16
|
)
|
|
|
Revenues—Product sales and other
|
|
(40
|
)
|
|
2
|
|
|
4
|
|
|
1
|
|
||||
|
|
Costs of sales
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
7
|
|
||||
|
|
Other expense (income)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Total(a)
|
|
|
|
$
|
(39
|
)
|
|
$
|
(10
|
)
|
|
$
|
7
|
|
|
$
|
(10
|
)
|
|
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
|
(60
|
)
|
|
(91
|
)
|
|
6
|
|
|
(145
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
||||
Net current-period other comprehensive loss
|
(189
|
)
|
|
(91
|
)
|
|
6
|
|
|
(274
|
)
|
||||
Balance as of June 30, 2015
|
$
|
138
|
|
|
$
|
(199
|
)
|
|
$
|
(230
|
)
|
|
$
|
(291
|
)
|
|
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
|
(56
|
)
|
|
(2
|
)
|
|
2
|
|
|
(56
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Net current-period other comprehensive loss
|
(44
|
)
|
|
(2
|
)
|
|
2
|
|
|
(44
|
)
|
||||
Balance as of June 30, 2014
|
$
|
(47
|
)
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
(68
|
)
|
•
|
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 June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
32
|
|
|
$
|
370
|
|
|
$
|
9
|
|
|
$
|
411
|
|
|
$
|
(52
|
)
|
|
$
|
(12
|
)
|
|
$
|
347
|
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
348
|
|
|
$
|
(62
|
)
|
|
$
|
—
|
|
|
$
|
286
|
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
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 June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(6
|
)
|
|
$
|
(54
|
)
|
|
$
|
(46
|
)
|
|
$
|
(106
|
)
|
|
$
|
52
|
|
|
$
|
24
|
|
|
$
|
(30
|
)
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
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 NYMEX natural gas futures. Level 2 consists primarily of OTC West Texas Intermediate 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives-net asset (liability)
|
|
|
|
|
|
|
|
||||||||
Beginning of Period
|
$
|
(49
|
)
|
|
$
|
(100
|
)
|
|
$
|
(61
|
)
|
|
$
|
(110
|
)
|
Total gains or (losses)
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Included in other comprehensive loss
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Settlements
|
12
|
|
|
14
|
|
|
24
|
|
|
18
|
|
||||
End of Period
|
$
|
(37
|
)
|
|
$
|
(116
|
)
|
|
$
|
(37
|
)
|
|
$
|
(116
|
)
|
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
|
|
|
$
|
(13
|
)
|
|
$
|
3
|
|
|
$
|
(16
|
)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
44,553
|
|
|
$
|
43,790
|
|
|
$
|
42,814
|
|
|
$
|
43,582
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
2,091
|
|
|
$
|
2,464
|
|
|
4,268
|
|
|
5,021
|
|
||
Intersegment revenues
|
5
|
|
|
1
|
|
|
8
|
|
|
5
|
|
||||
CO
2
|
353
|
|
|
454
|
|
|
799
|
|
|
937
|
|
||||
Terminals
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
469
|
|
|
420
|
|
|
926
|
|
|
811
|
|
||||
Intersegment revenues
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Products Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
477
|
|
|
524
|
|
|
921
|
|
|
1,058
|
|
||||
Intersegment revenues
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Kinder Morgan Canada
|
65
|
|
|
68
|
|
|
125
|
|
|
137
|
|
||||
Other
|
(1
|
)
|
|
(2
|
)
|
|
3
|
|
|
2
|
|
||||
Total segment revenues
|
3,461
|
|
|
3,930
|
|
|
7,052
|
|
|
7,972
|
|
||||
Other revenues
|
9
|
|
|
9
|
|
|
18
|
|
|
18
|
|
||||
Less: Total intersegment revenues
|
(7
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
(6
|
)
|
||||
Total consolidated revenues
|
$
|
3,463
|
|
|
$
|
3,937
|
|
|
$
|
7,060
|
|
|
$
|
7,984
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Earnings Before DD&A(a)
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
$
|
928
|
|
|
$
|
955
|
|
|
$
|
1,943
|
|
|
$
|
2,025
|
|
CO
2
|
240
|
|
|
332
|
|
|
576
|
|
|
695
|
|
||||
Terminals
|
279
|
|
|
233
|
|
|
549
|
|
|
443
|
|
||||
Products Pipelines
|
277
|
|
|
202
|
|
|
523
|
|
|
410
|
|
||||
Kinder Morgan Canada
|
37
|
|
|
40
|
|
|
78
|
|
|
88
|
|
||||
Other
|
(40
|
)
|
|
—
|
|
|
(46
|
)
|
|
7
|
|
||||
Total segment earnings before DD&A
|
1,721
|
|
|
1,762
|
|
|
3,623
|
|
|
3,668
|
|
||||
DD&A expense
|
(570
|
)
|
|
(502
|
)
|
|
(1,108
|
)
|
|
(998
|
)
|
||||
Amortization of excess cost of equity investments
|
(14
|
)
|
|
(11
|
)
|
|
(26
|
)
|
|
(21
|
)
|
||||
Other revenues
|
9
|
|
|
9
|
|
|
18
|
|
|
18
|
|
||||
General and administrative expense
|
(164
|
)
|
|
(154
|
)
|
|
(380
|
)
|
|
(326
|
)
|
||||
Interest expense, net of unallocable interest income
|
(472
|
)
|
|
(444
|
)
|
|
(986
|
)
|
|
(894
|
)
|
||||
Unallocable income tax expense
|
(168
|
)
|
|
(163
|
)
|
|
(380
|
)
|
|
(349
|
)
|
||||
Total consolidated net income
|
$
|
342
|
|
|
$
|
497
|
|
|
$
|
761
|
|
|
$
|
1,098
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
54,450
|
|
|
$
|
52,532
|
|
CO
2
|
5,124
|
|
|
5,227
|
|
||
Terminals
|
9,212
|
|
|
8,850
|
|
||
Products Pipelines
|
8,402
|
|
|
7,179
|
|
||
Kinder Morgan Canada
|
1,525
|
|
|
1,593
|
|
||
Other
|
436
|
|
|
455
|
|
||
Total segment assets
|
79,149
|
|
|
75,836
|
|
||
Corporate assets(b)
|
6,402
|
|
|
7,157
|
|
||
Assets held for sale
|
59
|
|
|
56
|
|
||
Total consolidated assets
|
$
|
85,610
|
|
|
$
|
83,049
|
|
(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 and disposals of long-lived assets, net 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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax expense
|
$
|
189
|
|
|
$
|
178
|
|
|
$
|
413
|
|
|
$
|
378
|
|
Effective tax rate
|
35.6
|
%
|
|
26.4
|
%
|
|
35.2
|
%
|
|
25.6
|
%
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended June 30, 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
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,050
|
|
|
$
|
414
|
|
|
$
|
(11
|
)
|
|
$
|
3,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
989
|
|
|
95
|
|
|
1
|
|
|
1,085
|
|
|||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|
92
|
|
|
—
|
|
|
570
|
|
|||||||
Other operating expenses
|
|
38
|
|
|
—
|
|
|
—
|
|
|
767
|
|
|
123
|
|
|
(12
|
)
|
|
916
|
|
|||||||
Total operating costs, expenses and other
|
|
43
|
|
|
—
|
|
|
—
|
|
|
2,229
|
|
|
310
|
|
|
(11
|
)
|
|
2,571
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
821
|
|
|
104
|
|
|
—
|
|
|
892
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (losses) from consolidated subsidiaries
|
|
483
|
|
|
666
|
|
|
(5
|
)
|
|
586
|
|
|
15
|
|
|
(1,745
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|||||||
Interest, net
|
|
(97
|
)
|
|
34
|
|
|
(12
|
)
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes
|
|
353
|
|
|
700
|
|
|
(17
|
)
|
|
1,119
|
|
|
121
|
|
|
(1,745
|
)
|
|
531
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(20
|
)
|
|
(2
|
)
|
|
—
|
|
|
(159
|
)
|
|
(8
|
)
|
|
—
|
|
|
(189
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss)
|
|
333
|
|
|
698
|
|
|
(17
|
)
|
|
960
|
|
|
113
|
|
|
(1,745
|
)
|
|
342
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Net income (loss) attributable to controlling interests
|
|
$
|
333
|
|
|
$
|
698
|
|
|
$
|
(17
|
)
|
|
$
|
960
|
|
|
$
|
113
|
|
|
$
|
(1,754
|
)
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
333
|
|
|
$
|
698
|
|
|
$
|
(17
|
)
|
|
$
|
960
|
|
|
$
|
113
|
|
|
$
|
(1,745
|
)
|
|
$
|
342
|
|
Total other comprehensive (loss) income
|
|
(98
|
)
|
|
(139
|
)
|
|
—
|
|
|
(206
|
)
|
|
23
|
|
|
322
|
|
|
(98
|
)
|
|||||||
Comprehensive income (loss)
|
|
235
|
|
|
559
|
|
|
(17
|
)
|
|
754
|
|
|
136
|
|
|
(1,423
|
)
|
|
244
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
235
|
|
|
$
|
559
|
|
|
$
|
(17
|
)
|
|
$
|
754
|
|
|
$
|
136
|
|
|
$
|
(1,432
|
)
|
|
$
|
235
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended June 30, 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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
|
$
|
422
|
|
|
$
|
1
|
|
|
$
|
3,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,460
|
|
|
137
|
|
|
13
|
|
|
1,610
|
|
|||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|
87
|
|
|
—
|
|
|
502
|
|
|||||||
Other operating expenses
|
|
12
|
|
|
2
|
|
|
8
|
|
|
674
|
|
|
128
|
|
|
(12
|
)
|
|
812
|
|
|||||||
Total operating costs, expenses and other
|
|
17
|
|
|
2
|
|
|
8
|
|
|
2,544
|
|
|
352
|
|
|
1
|
|
|
2,924
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(8
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
961
|
|
|
70
|
|
|
—
|
|
|
1,013
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from consolidated subsidiaries
|
|
467
|
|
|
824
|
|
|
56
|
|
|
433
|
|
|
471
|
|
|
(2,251
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||||
Interest, net
|
|
(130
|
)
|
|
(28
|
)
|
|
(11
|
)
|
|
(255
|
)
|
|
(16
|
)
|
|
—
|
|
|
(440
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
|
329
|
|
|
794
|
|
|
37
|
|
|
1,239
|
|
|
527
|
|
|
(2,251
|
)
|
|
675
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
|
(151
|
)
|
|
—
|
|
|
(178
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
322
|
|
|
792
|
|
|
37
|
|
|
1,221
|
|
|
376
|
|
|
(2,251
|
)
|
|
497
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
(38
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
(213
|
)
|
|||||||
Net income attributable to controlling interests
|
|
$
|
284
|
|
|
$
|
749
|
|
|
$
|
37
|
|
|
$
|
1,221
|
|
|
$
|
376
|
|
|
$
|
(2,383
|
)
|
|
$
|
284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
$
|
322
|
|
|
$
|
792
|
|
|
$
|
37
|
|
|
$
|
1,221
|
|
|
$
|
376
|
|
|
$
|
(2,251
|
)
|
|
$
|
497
|
|
Total other comprehensive (loss) income
|
|
(8
|
)
|
|
(33
|
)
|
|
—
|
|
|
(45
|
)
|
|
65
|
|
|
(1
|
)
|
|
(22
|
)
|
|||||||
Comprehensive income
|
|
314
|
|
|
759
|
|
|
37
|
|
|
1,176
|
|
|
441
|
|
|
(2,252
|
)
|
|
475
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
(36
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(197
|
)
|
|||||||
Comprehensive income attributable to controlling interests
|
|
$
|
278
|
|
|
$
|
720
|
|
|
$
|
37
|
|
|
$
|
1,176
|
|
|
$
|
441
|
|
|
$
|
(2,374
|
)
|
|
$
|
278
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Six Months Ended June 30, 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
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,276
|
|
|
$
|
789
|
|
|
$
|
(24
|
)
|
|
$
|
7,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
|
184
|
|
|
1
|
|
|
2,175
|
|
|||||||
Depreciation, depletion and amortization
|
|
10
|
|
|
—
|
|
|
—
|
|
|
915
|
|
|
183
|
|
|
—
|
|
|
1,108
|
|
|||||||
Other operating expenses
|
|
50
|
|
|
38
|
|
|
1
|
|
|
1,452
|
|
|
291
|
|
|
(25
|
)
|
|
1,807
|
|
|||||||
Total operating costs, expenses and other
|
|
60
|
|
|
38
|
|
|
1
|
|
|
4,357
|
|
|
658
|
|
|
(24
|
)
|
|
5,090
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(41
|
)
|
|
(38
|
)
|
|
(1
|
)
|
|
1,919
|
|
|
131
|
|
|
—
|
|
|
1,970
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings (losses) from consolidated subsidiaries
|
|
1,088
|
|
|
1,549
|
|
|
(28
|
)
|
|
1,134
|
|
|
31
|
|
|
(3,774
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||||
Interest, net
|
|
(201
|
)
|
|
7
|
|
|
(24
|
)
|
|
(752
|
)
|
|
(14
|
)
|
|
—
|
|
|
(984
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
6
|
|
|
—
|
|
|
(2
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes
|
|
846
|
|
|
1,518
|
|
|
(53
|
)
|
|
2,483
|
|
|
154
|
|
|
(3,774
|
)
|
|
1,174
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(84
|
)
|
|
(4
|
)
|
|
—
|
|
|
(316
|
)
|
|
(9
|
)
|
|
—
|
|
|
(413
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income (loss)
|
|
762
|
|
|
1,514
|
|
|
(53
|
)
|
|
2,167
|
|
|
145
|
|
|
(3,774
|
)
|
|
761
|
|
|||||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Net income (loss) attributable to controlling interests
|
|
$
|
762
|
|
|
$
|
1,514
|
|
|
$
|
(53
|
)
|
|
$
|
2,167
|
|
|
$
|
145
|
|
|
$
|
(3,773
|
)
|
|
$
|
762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income (loss)
|
|
$
|
762
|
|
|
$
|
1,514
|
|
|
$
|
(53
|
)
|
|
$
|
2,167
|
|
|
$
|
145
|
|
|
$
|
(3,774
|
)
|
|
$
|
761
|
|
Total other comprehensive loss
|
|
(274
|
)
|
|
(377
|
)
|
|
—
|
|
|
(501
|
)
|
|
(141
|
)
|
|
1,019
|
|
|
(274
|
)
|
|||||||
Comprehensive income (loss)
|
|
488
|
|
|
1,137
|
|
|
(53
|
)
|
|
1,666
|
|
|
4
|
|
|
(2,755
|
)
|
|
487
|
|
|||||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
488
|
|
|
$
|
1,137
|
|
|
$
|
(53
|
)
|
|
$
|
1,666
|
|
|
$
|
4
|
|
|
$
|
(2,754
|
)
|
|
$
|
488
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Six Months Ended June 30, 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
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,135
|
|
|
$
|
828
|
|
|
$
|
3
|
|
|
$
|
7,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs, expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,957
|
|
|
269
|
|
|
27
|
|
|
3,253
|
|
|||||||
Depreciation, depletion and amortization
|
|
10
|
|
|
—
|
|
|
—
|
|
|
809
|
|
|
179
|
|
|
—
|
|
|
998
|
|
|||||||
Other operating expenses
|
|
20
|
|
|
3
|
|
|
15
|
|
|
1,313
|
|
|
246
|
|
|
(24
|
)
|
|
1,573
|
|
|||||||
Total operating costs, expenses and other
|
|
30
|
|
|
3
|
|
|
15
|
|
|
5,079
|
|
|
694
|
|
|
3
|
|
|
5,824
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating (loss) income
|
|
(12
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
2,056
|
|
|
134
|
|
|
—
|
|
|
2,160
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from consolidated subsidiaries
|
|
973
|
|
|
1,771
|
|
|
100
|
|
|
792
|
|
|
927
|
|
|
(4,563
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|||||||
Interest, net
|
|
(262
|
)
|
|
(52
|
)
|
|
(22
|
)
|
|
(505
|
)
|
|
(47
|
)
|
|
—
|
|
|
(888
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
12
|
|
|
—
|
|
|
5
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income before income taxes
|
|
699
|
|
|
1,716
|
|
|
63
|
|
|
2,535
|
|
|
1,026
|
|
|
(4,563
|
)
|
|
1,476
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income tax expense
|
|
(41
|
)
|
|
(5
|
)
|
|
—
|
|
|
(29
|
)
|
|
(303
|
)
|
|
—
|
|
|
(378
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
658
|
|
|
1,711
|
|
|
63
|
|
|
2,506
|
|
|
723
|
|
|
(4,563
|
)
|
|
1,098
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
(87
|
)
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(328
|
)
|
|
(527
|
)
|
|||||||
Net income attributable to controlling interests
|
|
$
|
571
|
|
|
$
|
1,599
|
|
|
$
|
63
|
|
|
$
|
2,506
|
|
|
$
|
723
|
|
|
$
|
(4,891
|
)
|
|
$
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
$
|
658
|
|
|
$
|
1,711
|
|
|
$
|
63
|
|
|
$
|
2,506
|
|
|
$
|
723
|
|
|
$
|
(4,563
|
)
|
|
$
|
1,098
|
|
Total other comprehensive loss
|
|
(57
|
)
|
|
(151
|
)
|
|
—
|
|
|
(191
|
)
|
|
(45
|
)
|
|
328
|
|
|
(116
|
)
|
|||||||
Comprehensive income
|
|
601
|
|
|
1,560
|
|
|
63
|
|
|
2,315
|
|
|
678
|
|
|
(4,235
|
)
|
|
982
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
(74
|
)
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
(455
|
)
|
|||||||
Comprehensive income attributable to controlling interests
|
|
$
|
527
|
|
|
$
|
1,453
|
|
|
$
|
63
|
|
|
$
|
2,315
|
|
|
$
|
678
|
|
|
$
|
(4,509
|
)
|
|
$
|
527
|
|
Condensed Consolidating Balance Sheets as of June 30, 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
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
163
|
|
Other current assets - affiliates
|
|
4,031
|
|
|
1,432
|
|
|
19
|
|
|
12,390
|
|
|
504
|
|
|
(18,376
|
)
|
|
—
|
|
|||||||
All other current assets
|
|
193
|
|
|
137
|
|
|
1
|
|
|
2,127
|
|
|
322
|
|
|
(7
|
)
|
|
2,773
|
|
|||||||
Property, plant and equipment, net
|
|
277
|
|
|
—
|
|
|
—
|
|
|
31,752
|
|
|
8,557
|
|
|
—
|
|
|
40,586
|
|
|||||||
Investments
|
|
16
|
|
|
2
|
|
|
—
|
|
|
5,903
|
|
|
107
|
|
|
—
|
|
|
6,028
|
|
|||||||
Investments in subsidiaries
|
|
32,013
|
|
|
30,062
|
|
|
1,883
|
|
|
17,358
|
|
|
3,303
|
|
|
(84,619
|
)
|
|
—
|
|
|||||||
Goodwill
|
|
15,089
|
|
|
22
|
|
|
920
|
|
|
5,744
|
|
|
3,190
|
|
|
—
|
|
|
24,965
|
|
|||||||
Notes receivable from affiliates
|
|
4,563
|
|
|
22,323
|
|
|
—
|
|
|
2,219
|
|
|
330
|
|
|
(29,435
|
)
|
|
—
|
|
|||||||
Deferred tax assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,033
|
|
|
—
|
|
|
(3,624
|
)
|
|
5,409
|
|
|||||||
Other non-current assets
|
|
238
|
|
|
246
|
|
|
—
|
|
|
5,075
|
|
|
127
|
|
|
—
|
|
|
5,686
|
|
|||||||
Total assets
|
|
$
|
56,449
|
|
|
$
|
54,224
|
|
|
$
|
2,823
|
|
|
$
|
91,615
|
|
|
$
|
16,560
|
|
|
$
|
(136,061
|
)
|
|
$
|
85,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Current portion of debt
|
|
$
|
686
|
|
|
$
|
875
|
|
|
$
|
—
|
|
|
$
|
1,471
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
3,154
|
|
Other current liabilities - affiliates
|
|
1,272
|
|
|
12,371
|
|
|
241
|
|
|
3,956
|
|
|
536
|
|
|
(18,376
|
)
|
|
—
|
|
|||||||
All other current liabilities
|
|
294
|
|
|
432
|
|
|
9
|
|
|
1,971
|
|
|
646
|
|
|
(7
|
)
|
|
3,345
|
|
|||||||
Long-term debt
|
|
13,835
|
|
|
20,012
|
|
|
382
|
|
|
6,481
|
|
|
689
|
|
|
—
|
|
|
41,399
|
|
|||||||
Notes payable to affiliates
|
|
2,493
|
|
|
448
|
|
|
661
|
|
|
24,472
|
|
|
1,361
|
|
|
(29,435
|
)
|
|
—
|
|
|||||||
Deferred income taxes
|
|
2,131
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,491
|
|
|
(3,624
|
)
|
|
—
|
|
|||||||
All other long-term liabilities and deferred credits
|
|
566
|
|
|
191
|
|
|
1
|
|
|
985
|
|
|
464
|
|
|
—
|
|
|
2,207
|
|
|||||||
Total liabilities
|
|
21,277
|
|
|
34,329
|
|
|
1,296
|
|
|
39,336
|
|
|
5,309
|
|
|
(51,442
|
)
|
|
50,105
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total KMI equity
|
|
35,172
|
|
|
19,895
|
|
|
1,527
|
|
|
52,279
|
|
|
11,251
|
|
|
(84,952
|
)
|
|
35,172
|
|
|||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
333
|
|
|
333
|
|
|||||||
Total stockholders’ equity
|
|
35,172
|
|
|
19,895
|
|
|
1,527
|
|
|
52,279
|
|
|
11,251
|
|
|
(84,619
|
)
|
|
35,505
|
|
|||||||
Total liabilities and stockholders’ equity
|
|
$
|
56,449
|
|
|
$
|
54,224
|
|
|
$
|
2,823
|
|
|
$
|
91,615
|
|
|
$
|
16,560
|
|
|
$
|
(136,061
|
)
|
|
$
|
85,610
|
|
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
|
|
258
|
|
|
249
|
|
|
—
|
|
|
3,772
|
|
|
113
|
|
|
—
|
|
|
4,392
|
|
|||||||
Total assets
|
|
$
|
53,724
|
|
|
$
|
55,020
|
|
|
$
|
2,850
|
|
|
$
|
88,267
|
|
|
$
|
17,107
|
|
|
$
|
(133,919
|
)
|
|
$
|
83,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
11,833
|
|
|
20,564
|
|
|
386
|
|
|
6,599
|
|
|
715
|
|
|
—
|
|
|
40,097
|
|
|||||||
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
|
|
19,648
|
|
|
33,941
|
|
|
1,270
|
|
|
33,767
|
|
|
6,014
|
|
|
(46,017
|
)
|
|
48,623
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
$
|
53,724
|
|
|
$
|
55,020
|
|
|
$
|
2,850
|
|
|
$
|
88,267
|
|
|
$
|
17,107
|
|
|
$
|
(133,919
|
)
|
|
$
|
83,049
|
|
Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 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
|
|
$
|
(1,029
|
)
|
|
$
|
5,190
|
|
|
$
|
72
|
|
|
$
|
3,637
|
|
|
$
|
(26
|
)
|
|
$
|
(5,306
|
)
|
|
$
|
2,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(304
|
)
|
|
(6,486
|
)
|
|
(2
|
)
|
|
(4,081
|
)
|
|
(355
|
)
|
|
11,228
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(23
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1,705
|
)
|
|
(183
|
)
|
|
5
|
|
|
(1,909
|
)
|
|||||||
Contributions to investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||||
Investment in KMP
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|||||||
Acquisitions of assets and investments
|
|
(1,709
|
)
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
(1,919
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
292
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
(258
|
)
|
|
114
|
|
|||||||
Other, net
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
8
|
|
|
9
|
|
|
(5
|
)
|
|
15
|
|
|||||||
Net cash used in investing activities
|
|
(1,903
|
)
|
|
(6,488
|
)
|
|
—
|
|
|
(5,953
|
)
|
|
(529
|
)
|
|
11,129
|
|
|
(3,744
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of debt
|
|
9,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,485
|
|
|||||||
Payment of debt
|
|
(8,598
|
)
|
|
(300
|
)
|
|
—
|
|
|
(38
|
)
|
|
(5
|
)
|
|
—
|
|
|
(8,941
|
)
|
|||||||
Funding from (to) affiliates
|
|
1,539
|
|
|
3,906
|
|
|
(72
|
)
|
|
5,358
|
|
|
497
|
|
|
(11,228
|
)
|
|
—
|
|
|||||||
Debt issue costs
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||||
Issuances of shares
|
|
2,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,562
|
|
|||||||
Cash dividends
|
|
(2,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,006
|
)
|
|||||||
Repurchases of warrants
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
156
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(2,478
|
)
|
|
—
|
|
|
(3,010
|
)
|
|
(92
|
)
|
|
5,580
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||
Other, net
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
2,957
|
|
|
1,283
|
|
|
(72
|
)
|
|
2,313
|
|
|
400
|
|
|
(5,823
|
)
|
|
1,058
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
25
|
|
|
(15
|
)
|
|
—
|
|
|
(3
|
)
|
|
(159
|
)
|
|
—
|
|
|
(152
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
4
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|
279
|
|
|
—
|
|
|
315
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
163
|
|
Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 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 (used in) operating activities
|
|
$
|
800
|
|
|
$
|
1,297
|
|
|
$
|
(87
|
)
|
|
$
|
3,058
|
|
|
$
|
796
|
|
|
$
|
(3,661
|
)
|
|
$
|
2,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Funding to affiliates
|
|
(207
|
)
|
|
(4,075
|
)
|
|
—
|
|
|
(3,248
|
)
|
|
(1,013
|
)
|
|
8,543
|
|
|
—
|
|
|||||||
Capital expenditures
|
|
(21
|
)
|
|
—
|
|
|
(47
|
)
|
|
(1,461
|
)
|
|
(380
|
)
|
|
192
|
|
|
(1,717
|
)
|
|||||||
Contributions to investments
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
82
|
|
|
(103
|
)
|
|||||||
Investment in KMP
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|||||||
Drop down assets to KMP
|
|
875
|
|
|
(875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisitions of assets and investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(993
|
)
|
|
—
|
|
|
—
|
|
|
(993
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
37
|
|
|
278
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
(317
|
)
|
|
90
|
|
|||||||
Other, net
|
|
—
|
|
|
(1
|
)
|
|
192
|
|
|
21
|
|
|
(4
|
)
|
|
(192
|
)
|
|
16
|
|
|||||||
Net cash provided by (used in) investing activities
|
|
660
|
|
|
(4,755
|
)
|
|
145
|
|
|
(5,692
|
)
|
|
(1,397
|
)
|
|
8,332
|
|
|
(2,707
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Issuance of debt
|
|
2,565
|
|
|
6,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,448
|
|
|||||||
Payment of debt
|
|
(3,173
|
)
|
|
(5,259
|
)
|
|
—
|
|
|
(76
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8,512
|
)
|
|||||||
Funding from (to) affiliates
|
|
151
|
|
|
2,664
|
|
|
(59
|
)
|
|
5,264
|
|
|
523
|
|
|
(8,543
|
)
|
|
—
|
|
|||||||
Debt issue costs
|
|
(15
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||||||
Cash dividends
|
|
(860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(860
|
)
|
|||||||
Repurchases of shares and warrants
|
|
(192
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|||||||
Contributions from parents
|
|
—
|
|
|
1,360
|
|
|
—
|
|
|
96
|
|
|
43
|
|
|
(1,499
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,395
|
|
|
1,395
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(2,184
|
)
|
|
—
|
|
|
(2,664
|
)
|
|
(103
|
)
|
|
4,951
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(976
|
)
|
|
(976
|
)
|
|||||||
Other, net
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
|
(1,524
|
)
|
|
3,449
|
|
|
(59
|
)
|
|
2,619
|
|
|
459
|
|
|
(4,671
|
)
|
|
273
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net decrease in cash and cash equivalents
|
|
(64
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(146
|
)
|
|
—
|
|
|
(235
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
83
|
|
|
88
|
|
|
1
|
|
|
17
|
|
|
409
|
|
|
—
|
|
|
598
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
19
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
363
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
342
|
|
|
$
|
497
|
|
|
$
|
761
|
|
|
$
|
1,098
|
|
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
Certain items before book tax(a)
|
42
|
|
|
22
|
|
|
90
|
|
|
40
|
|
||||
Book tax certain items
|
(19
|
)
|
|
(4
|
)
|
|
(41
|
)
|
|
1
|
|
||||
Certain items after book tax
|
23
|
|
|
18
|
|
|
49
|
|
|
41
|
|
||||
Net income before certain items
|
365
|
|
|
515
|
|
|
810
|
|
|
1,139
|
|
||||
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
Net income attributable to third-party noncontrolling interests(b)
|
(8
|
)
|
|
(3
|
)
|
|
(13
|
)
|
|
(3
|
)
|
||||
Depreciation, depletion and amortization(c)
|
662
|
|
|
589
|
|
|
1,296
|
|
|
1,172
|
|
||||
Book taxes(d)
|
227
|
|
|
201
|
|
|
489
|
|
|
415
|
|
||||
Cash taxes(e)
|
(18
|
)
|
|
(300
|
)
|
|
(16
|
)
|
|
(304
|
)
|
||||
Other, net(f)
|
8
|
|
|
127
|
|
|
16
|
|
|
14
|
|
||||
Sustaining capital expenditures(g)
|
(141
|
)
|
|
(128
|
)
|
|
(245
|
)
|
|
(209
|
)
|
||||
Declared distributions to noncontrolling interests(h)
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(1,319
|
)
|
||||
DCF before certain items
|
$
|
1,095
|
|
|
$
|
332
|
|
|
$
|
2,337
|
|
|
$
|
905
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding for Dividends(i)
|
2,194
|
|
|
1,035
|
|
|
2,177
|
|
|
1,035
|
|
||||
DCF per share before certain items
|
$
|
0.50
|
|
|
$
|
0.32
|
|
|
$
|
1.07
|
|
|
$
|
0.87
|
|
Declared dividend per common share
|
$
|
0.49
|
|
|
$
|
0.43
|
|
|
$
|
0.97
|
|
|
$
|
0.85
|
|
(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)
|
Represents net income allocated to third-party ownership interests in consolidated subsidiaries other than our former master limited partnerships. Six month 2015 amount excludes a loss attributable to noncontrolling interests of $14 million related to an impairment included as a certain item.
|
(c)
|
Includes DD&A and amortization of excess cost of equity investments. Three and six month 2015 amounts also include $78 million and $162 million, respectively, and three and six month 2014 amounts also include $76 million and $153 million, respectively, of our share of equity investee’s DD&A.
|
(d)
|
Excludes book tax certain items and includes income tax allocated to the segments. Three and six month 2015 amounts also include $19 million and $35 million, respectively, and three and six month 2014 amounts also include $19 million and $38 million, respectively, of our share of taxable equity investee’s book tax expense.
|
(e)
|
Three and six month 2015 amounts include $(7) million and $(6) million, respectively, and three and six month 2014 amounts include $(12) million and $(14) million, respectively, of our share of taxable equity investee’s cash taxes.
|
(f)
|
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.
|
(g)
|
Three and six month 2015 amounts include $(16) million and $(34) million, respectively, and three and six month 2014 amounts include $(22) million and $(25) million, respectively, of our share of equity investee’s sustaining capital expenditures.
|
(h)
|
Represents distributions to KMP and EPB limited partner units formerly owned by the public.
|
(i)
|
Includes restricted stock awards that participate in dividends and dilutive effect of warrants.
|
Results of Operations
|
||||||||||||||
|
Three Months Ended June 30,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Earnings
increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment earnings before DD&A(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
928
|
|
|
$
|
955
|
|
|
$
|
(27
|
)
|
|
(3
|
)%
|
CO
2
|
240
|
|
|
332
|
|
|
(92
|
)
|
|
(28
|
)%
|
|||
Terminals
|
279
|
|
|
233
|
|
|
46
|
|
|
20
|
%
|
|||
Products Pipelines
|
277
|
|
|
202
|
|
|
75
|
|
|
37
|
%
|
|||
Kinder Morgan Canada
|
37
|
|
|
40
|
|
|
(3
|
)
|
|
(8
|
)%
|
|||
Other
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|
n/a
|
|
|||
Total segment earnings before DD&A(b)
|
1,721
|
|
|
1,762
|
|
|
(41
|
)
|
|
(2
|
)%
|
|||
DD&A expense
|
(570
|
)
|
|
(502
|
)
|
|
(68
|
)
|
|
(14
|
)%
|
|||
Amortization of excess cost of equity investments
|
(14
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(27
|
)%
|
|||
Other revenues
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense(c)
|
(164
|
)
|
|
(154
|
)
|
|
(10
|
)
|
|
(6
|
)%
|
|||
Interest expense, net of unallocable interest income(d)
|
(472
|
)
|
|
(444
|
)
|
|
(28
|
)
|
|
(6
|
)%
|
|||
Income before unallocable income taxes
|
510
|
|
|
660
|
|
|
(150
|
)
|
|
(23
|
)%
|
|||
Unallocable income tax expense
|
(168
|
)
|
|
(163
|
)
|
|
(5
|
)
|
|
(3
|
)%
|
|||
Net income
|
342
|
|
|
497
|
|
|
(155
|
)
|
|
(31
|
)%
|
|||
Net income attributable to noncontrolling interests
|
(9
|
)
|
|
(213
|
)
|
|
204
|
|
|
96
|
%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
$
|
333
|
|
|
$
|
284
|
|
|
$
|
49
|
|
|
17
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Earnings
increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment earnings before DD&A(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
1,943
|
|
|
$
|
2,025
|
|
|
$
|
(82
|
)
|
|
(4
|
)%
|
CO
2
|
576
|
|
|
695
|
|
|
(119
|
)
|
|
(17
|
)%
|
|||
Terminals
|
549
|
|
|
443
|
|
|
106
|
|
|
24
|
%
|
|||
Products Pipelines
|
523
|
|
|
410
|
|
|
113
|
|
|
28
|
%
|
|||
Kinder Morgan Canada
|
78
|
|
|
88
|
|
|
(10
|
)
|
|
(11
|
)%
|
|||
Other
|
(46
|
)
|
|
7
|
|
|
(53
|
)
|
|
(757
|
)%
|
|||
Total segment earnings before DD&A(b)
|
3,623
|
|
|
3,668
|
|
|
(45
|
)
|
|
(1
|
)%
|
|||
DD&A expense
|
(1,108
|
)
|
|
(998
|
)
|
|
(110
|
)
|
|
(11
|
)%
|
|||
Amortization of excess cost of equity investments
|
(26
|
)
|
|
(21
|
)
|
|
(5
|
)
|
|
(24
|
)%
|
|||
Other revenues
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense(c)
|
(380
|
)
|
|
(326
|
)
|
|
(54
|
)
|
|
(17
|
)%
|
|||
Interest expense, net of unallocable interest income(d)
|
(986
|
)
|
|
(894
|
)
|
|
(92
|
)
|
|
(10
|
)%
|
|||
Income before unallocable income taxes
|
1,141
|
|
|
1,447
|
|
|
(306
|
)
|
|
(21
|
)%
|
|||
Unallocable income tax expense
|
(380
|
)
|
|
(349
|
)
|
|
(31
|
)
|
|
(9
|
)%
|
|||
Net income
|
761
|
|
|
1,098
|
|
|
(337
|
)
|
|
(31
|
)%
|
|||
Net income attributable to noncontrolling interests
|
1
|
|
|
(527
|
)
|
|
528
|
|
|
100
|
%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
$
|
762
|
|
|
$
|
571
|
|
|
$
|
191
|
|
|
33
|
%
|
(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 and disposals of long-lived assets, net 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 June 30, 2015 and 2014 were $21 million and $15 million, respectively, and for the six months ended June 30, 2015 and 2014 were $33 million and $29 million, respectively.
|
(b)
|
Three and six month 2015 amounts include decreases in earnings of $106 million and $116 million, respectively, and three and six month 2014 amounts include decreases in earnings of $30 million and $43 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)
|
Three and six month 2015 amounts include a decrease in expense of $9 million and an increase in expense of $29 million, respectively, and three and six month 2014 amounts include decreases in expense of $3 million for both periods, 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)
|
Three and six month 2015 amounts include decreases in expense of $55 million for both respective periods and three and six month 2014 amounts include a decrease in expense of $5 million and a net zero change, 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
2,096
|
|
|
$
|
2,465
|
|
|
$
|
4,276
|
|
|
$
|
5,026
|
|
Operating expenses
|
(1,227
|
)
|
|
(1,586
|
)
|
|
(2,399
|
)
|
|
(3,151
|
)
|
||||
Loss on impairments and disposals of long-lived assets, net and equity investments
|
(39
|
)
|
|
(3
|
)
|
|
(118
|
)
|
|
(2
|
)
|
||||
Other income (expense)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Earnings from equity investments
|
92
|
|
|
75
|
|
|
173
|
|
|
150
|
|
||||
Interest income and Other, net
|
5
|
|
|
7
|
|
|
12
|
|
|
9
|
|
||||
Income tax expense
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
||||
Segment earnings before DD&A(b)
|
928
|
|
|
955
|
|
|
1,943
|
|
|
2,025
|
|
||||
Certain items, net(b)
|
37
|
|
|
3
|
|
|
109
|
|
|
9
|
|
||||
EBDA before certain items
|
$
|
965
|
|
|
$
|
958
|
|
|
$
|
2,052
|
|
|
$
|
2,034
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(370
|
)
|
|
(15
|
)%
|
|
$
|
(763
|
)
|
|
(15
|
)%
|
||
EBDA before certain items
|
$
|
7
|
|
|
1
|
%
|
|
$
|
18
|
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Natural gas transport volumes (BBtu/d)(c)
|
26,684
|
|
|
26,027
|
|
|
28,052
|
|
|
26,709
|
|
||||
Natural gas sales volumes (BBtu/d)(d)
|
2,408
|
|
|
2,208
|
|
|
2,402
|
|
|
2,231
|
|
||||
Natural gas gathering volumes (BBtu/d)(e)
|
3,574
|
|
|
3,394
|
|
|
3,561
|
|
|
3,275
|
|
||||
Crude/condensate gathering volumes (MBbl/d)(f)
|
346
|
|
|
273
|
|
|
338
|
|
|
262
|
|
(a)
|
Three and six month 2015 amounts include a decrease in revenue of $2 million and an increase in revenue of $6 million, respectively, and three and six month 2014 amounts include decreases in revenue of $3 million and $7 million, respectively, related to derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales.
|
(b)
|
Three and six month 2015 amounts include decreases in earnings of $37 million and $109 million, respectively, and three and six month 2014 amounts include decreases in earnings of $3 million and $9 million, respectively, related to the combined effect from certain items. Three and six month 2015 amounts consist of (i) $2 million decrease and $6 million increase, respectively, in earnings related to derivative contracts, as described in footnote (a); (ii) decreases in earnings of $49 million and $128 million, respectively, related to losses on impairments and disposals of long-lived assets and equity investments; and (iii) increase in earnings of $10 million for both periods related to a gain on the sale of SNG’s Carthage Line. The three and six months ended 2015 amounts also includes increases in earnings of $4 million and $3 million, respectively, from other certain items. Three and six month 2014 amounts include decreases in earnings of $3 million and $7 million, respectively, related to derivative contracts, as described in footnote (a). The six month ended 2014 amount also includes a $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, Sierrita, Natural Gas Pipeline Company of America LLC (NGPL), Citrus and Ruby Pipeline, L.L.C. Joint Venture throughput is reported at our ownership share. 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.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Hiland Midstream
|
$
|
36
|
|
|
n/a
|
|
|
$
|
149
|
|
|
n/a
|
|
EagleHawk field services(a)
|
14
|
|
|
200
|
%
|
|
—
|
|
|
—
|
%
|
||
Texas Intrastate Natural Gas Pipeline Group
|
4
|
|
|
6
|
%
|
|
(324
|
)
|
|
(32
|
)%
|
||
KinderHawk field services
|
(16
|
)
|
|
(31
|
)%
|
|
(16
|
)
|
|
(29
|
)%
|
||
Copano operations
|
(13
|
)
|
|
(11
|
)%
|
|
(184
|
)
|
|
(31
|
)%
|
||
Kinder Morgan Louisiana Pipeline LLC
|
(9
|
)
|
|
(64
|
)%
|
|
(9
|
)
|
|
(53
|
)%
|
||
EP Midstream asset operations
|
(7
|
)
|
|
(28
|
)%
|
|
(17
|
)
|
|
(33
|
)%
|
||
EPNG
|
4
|
|
|
4
|
%
|
|
8
|
|
|
6
|
%
|
||
TGP
|
(1
|
)
|
|
—
|
%
|
|
(4
|
)
|
|
(1
|
)%
|
||
All others (including eliminations)
|
(5
|
)
|
|
(1
|
)%
|
|
27
|
|
|
9
|
%
|
||
Total Natural Gas Pipelines
|
$
|
7
|
|
|
1
|
%
|
|
$
|
(370
|
)
|
|
(15
|
)%
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Hiland Midstream
|
$
|
58
|
|
|
n/a
|
|
|
$
|
218
|
|
|
n/a
|
|
EagleHawk field services(a)
|
20
|
|
|
222
|
%
|
|
—
|
|
|
—
|
%
|
||
Texas Intrastate Natural Gas Pipeline Group
|
9
|
|
|
5
|
%
|
|
(611
|
)
|
|
(29
|
)%
|
||
KinderHawk field services
|
(25
|
)
|
|
(25
|
)%
|
|
(26
|
)
|
|
(23
|
)%
|
||
Copano operations
|
(18
|
)
|
|
(8
|
)%
|
|
(341
|
)
|
|
(30
|
)%
|
||
Kinder Morgan Louisiana Pipeline LLC
|
(17
|
)
|
|
(61
|
)%
|
|
(17
|
)
|
|
(50
|
)%
|
||
EP Midstream asset operations
|
(14
|
)
|
|
(29
|
)%
|
|
(35
|
)
|
|
(34
|
)%
|
||
EPNG
|
20
|
|
|
10
|
%
|
|
23
|
|
|
8
|
%
|
||
TGP
|
(8
|
)
|
|
(2
|
)%
|
|
(7
|
)
|
|
(1
|
)%
|
||
All others (including eliminations)
|
(7
|
)
|
|
(1
|
)%
|
|
33
|
|
|
5
|
%
|
||
Total Natural Gas Pipelines
|
$
|
18
|
|
|
1
|
%
|
|
$
|
(763
|
)
|
|
(15
|
)%
|
•
|
increases of $36 million and $58 million, respectively, from our February 2015 acquisition of the Hiland Midstream asset;
|
•
|
increases of $14 million (200%) and $20 million (222%), respectively, from EagleHawk due largely to higher revenues driven by higher volumes and lower operating expenses primarily due to decreased pipeline integrity costs;
|
•
|
increases of $4 million (6%) and $9 million (5%), respectively, from our 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 natural gas sales as a result of new customer contracts, partially offset by lower processing margins due to the non-renewal of a customer contract in the second quarter of 2014 and lower storage margins. The decreases in revenues of $324 million and $611 million, respectively, and associated decreases in costs of goods sold were caused by lower natural gas prices;
|
•
|
decreases of $16 million (31%) and $25 million (25%), respectively, from KinderHawk primarily due to the expiration of a minimum volume contract;
|
•
|
decreases of $13 million (11%) and $18 million (8%), respectively, from Copano operations primarily due to lower commodity prices, partially offset by higher gathering and processing volumes. Lower revenues of $184 million and $341 million, respectively, and associated decreases in costs of goods sold were also due to lower commodity prices;
|
•
|
decreases of $9 million (64%) and $17 million (61%), respectively, from Kinder Morgan Louisiana Pipeline LLC as a result of a customer contract buyout in the third quarter of 2014;
|
•
|
decreases of $7 million (28%) and $14 million (29%), respectively, from EP Midstream asset operations primarily due to lower commodity prices;
|
•
|
increases of $4 million (4%) and $20 million (10%), respectively, from EPNG due largely to higher transport revenues from additional firm transport; and
|
•
|
decreases of $1 million (0%) and $8 million (2%), respectively, from TGP driven by lower revenues due to a revenue sharing reserve in 2015, lower transportation usage and natural gas park and loan revenues due to milder winter weather in 2015 and higher operating costs. Partially offsetting these decreases were higher firm transport revenues from new projects.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
353
|
|
|
$
|
454
|
|
|
$
|
799
|
|
|
$
|
937
|
|
Operating expenses
|
(110
|
)
|
|
(127
|
)
|
|
(224
|
)
|
|
(252
|
)
|
||||
Other Expense
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Earnings from equity investments
|
6
|
|
|
7
|
|
|
12
|
|
|
14
|
|
||||
Income tax expense
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
Segment earnings before DD&A(b)
|
240
|
|
|
332
|
|
|
576
|
|
|
695
|
|
||||
Certain items(b)
|
46
|
|
|
28
|
|
|
(9
|
)
|
|
31
|
|
||||
EBDA before certain items
|
$
|
286
|
|
|
$
|
360
|
|
|
$
|
567
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(92
|
)
|
|
(19
|
)%
|
|
$
|
(187
|
)
|
|
(19
|
)%
|
||
EBDA before certain items
|
$
|
(74
|
)
|
|
(21
|
)%
|
|
$
|
(159
|
)
|
|
(22
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Southwest Colorado CO
2
production (gross)(Bcf/d)(c)
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
|
1.3
|
|
||||
Southwest Colorado CO
2
production (net)(Bcf/d)(c)
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
|
0.6
|
|
||||
SACROC oil production (gross)(MBbl/d)(d)
|
35.1
|
|
|
32.2
|
|
|
35.4
|
|
|
32.0
|
|
||||
SACROC oil production (net)(MBbl/d)(e)
|
29.3
|
|
|
26.8
|
|
|
29.5
|
|
|
26.6
|
|
||||
Yates oil production (gross)(MBbl/d)(d)
|
19.1
|
|
|
19.6
|
|
|
19.0
|
|
|
19.6
|
|
||||
Yates oil production (net)(MBbl/d)(e)
|
8.6
|
|
|
8.5
|
|
|
8.5
|
|
|
8.6
|
|
||||
Katz oil production (gross)(MBbl/d)(d)
|
4.0
|
|
|
3.8
|
|
|
4.0
|
|
|
3.7
|
|
||||
Katz oil production (net)(MBbl/d)(e)
|
3.4
|
|
|
3.2
|
|
|
3.3
|
|
|
3.1
|
|
||||
Goldsmith oil production (gross)(MBbl/d)(d)
|
1.5
|
|
|
1.3
|
|
|
1.4
|
|
|
1.3
|
|
||||
Goldsmith oil production (net)(MBbl/d)(e)
|
1.3
|
|
|
1.1
|
|
|
1.2
|
|
|
1.1
|
|
||||
NGL sales volumes (net)(MBbl/d)(e)
|
10.5
|
|
|
9.9
|
|
|
10.2
|
|
|
9.9
|
|
||||
Realized weighted-average oil price per Bbl(f)
|
$
|
72.82
|
|
|
$
|
88.83
|
|
|
$
|
72.72
|
|
|
$
|
90.35
|
|
Realized weighted-average NGL price per Bbl(g)
|
$
|
20.04
|
|
|
$
|
45.71
|
|
|
$
|
20.36
|
|
|
$
|
47.56
|
|
(a)
|
Three and six month 2015 amounts include unrealized losses of $37 million and unrealized gains of $8 million, respectively, and three and six month 2014 amounts include unrealized losses of $28 million and $31 million, respectively, relating to derivative contracts used to hedge forecasted crude oil sales. Six month 2015 amount also includes a favorable adjustment of $10 million related to carried working interest at McElmo Dome.
|
(b)
|
Three and six month 2015 amounts include a decrease in earnings of $46 million and an increase in earnings of $9 million, respectively, and three and six month 2014 amounts include decreases in earnings of $28 million and $31 million, respectively, related to the combined effect from certain items. Three and six month 2015 amounts consist of a $37 million decrease and an $8 million increase, respectively, in earnings related to derivative contracts, as described in footnote (a) and decreases in earnings of $9 million for both periods related to an impairment charge associated with the pending sale of excess construction pipe. Six month 2015 amount also includes a favorable adjustment of $10 million as described in footnote (a). Three and six month 2014 amounts include decreases in earnings of $28 million and $31 million, respectively, related to derivative contracts, as described in footnote (a).
|
(c)
|
Includes McElmo Dome and Doe Canyon sales volumes.
|
(d)
|
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.
|
(e)
|
Net after royalties and outside working interests.
|
(f)
|
Includes all crude oil production properties. Hedge gains/losses for Oil and NGL are included with Crude Oil.
|
(g)
|
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
|
$
|
(37
|
)
|
|
(32
|
)%
|
|
$
|
(37
|
)
|
|
(29
|
)%
|
Oil and Gas Producing Activities
|
(37
|
)
|
|
(15
|
)%
|
|
(66
|
)
|
|
(17
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
11
|
|
|
46
|
%
|
||
Total CO
2
|
$
|
(74
|
)
|
|
(21
|
)%
|
|
$
|
(92
|
)
|
|
(19
|
)%
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
(64
|
)
|
|
(28
|
)%
|
|
$
|
(67
|
)
|
|
(26
|
)%
|
Oil and Gas Producing Activities
|
(95
|
)
|
|
(19
|
)%
|
|
(139
|
)
|
|
(18
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
19
|
|
|
42
|
%
|
||
Total CO
2
|
$
|
(159
|
)
|
|
(22
|
)%
|
|
$
|
(187
|
)
|
|
(19
|
)%
|
•
|
decreases of $37 million (32%) and $64 million (28%), respectively, from source and transportation activities due to lower revenues primarily due to lower commodity prices; and
|
•
|
decreases of $37 million (15%) and $95 million (19%), respectively, from oil and gas producing activities due to lower revenues driven by lower commodity prices, partially offset by higher crude oil sales volumes up 8% from the three and six month periods of 2014 largely attributable to higher production at the SACROC unit in the 2015 periods.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
470
|
|
|
$
|
421
|
|
|
$
|
927
|
|
|
$
|
812
|
|
Operating expenses
|
(189
|
)
|
|
(190
|
)
|
|
(378
|
)
|
|
(373
|
)
|
||||
Other expense
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Earnings from equity investments
|
4
|
|
|
6
|
|
|
9
|
|
|
11
|
|
||||
Interest income and Other, net
|
5
|
|
|
4
|
|
|
6
|
|
|
5
|
|
||||
Income tax expense
|
(9
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|
(10
|
)
|
||||
Segment earnings before DD&A(b)
|
279
|
|
|
233
|
|
|
549
|
|
|
443
|
|
||||
Certain items, net(b)
|
(8
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|
12
|
|
||||
EBDA before certain items
|
$
|
271
|
|
|
$
|
227
|
|
|
$
|
535
|
|
|
$
|
455
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
50
|
|
|
12
|
%
|
|
$
|
110
|
|
|
14
|
%
|
||
EBDA before certain items
|
$
|
44
|
|
|
19
|
%
|
|
$
|
80
|
|
|
18
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Bulk transload tonnage (MMtons)(c)
|
16.0
|
|
|
20.4
|
|
|
32.3
|
|
|
40.1
|
|
||||
Ethanol (MMBbl)
|
16.3
|
|
|
17.4
|
|
|
32.3
|
|
|
32.7
|
|
||||
Liquids leasable capacity (MMBbl)
|
81.4
|
|
|
72.1
|
|
|
81.4
|
|
|
72.1
|
|
||||
Liquids utilization %(d)
|
94.6
|
%
|
|
94.8
|
%
|
|
94.6
|
%
|
|
94.8
|
%
|
(a)
|
Three and six month 2015 amounts include increases in revenue of $7 million and $13 million, respectively, and three and six month 2014 amounts include increases in revenue of $8 million for each period from the amortization of a fair value adjustment (associated with the below market contracts assumed upon acquisition) from our Jones Act tankers.
|
(b)
|
Three and six month 2015 amounts include increases in revenue of $7 million and $13 million, respectively, as discussed in footnote (a) above and increases in earnings of $1 million for each period from other certain items. Three and six month 2014 amounts include increases in revenue of $8 million for each period as discussed in footnote (a) above and increases in expense of $2 million and $12 million, respectively, associated with a liability adjustment related to a certain litigation matter. Six month 2014 amount also includes an $8 million increase in expenses due to hurricane clean-up and repair activities at our New York Harbor and Mid-Atlantic terminals
|
(c)
|
Includes our proportionate share of joint venture tonnage.
|
(d)
|
The ratio of our actual leased capacity to our estimated potential capacity.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Alberta, Canada
|
$
|
21
|
|
|
78
|
%
|
|
$
|
29
|
|
|
104
|
%
|
Gulf Central
|
20
|
|
|
111
|
%
|
|
25
|
|
|
109
|
%
|
||
Marine Operations
|
22
|
|
|
n/a
|
|
|
32
|
|
|
n/a
|
|
||
Gulf Bulk
|
15
|
|
|
39
|
%
|
|
20
|
|
|
30
|
%
|
||
All others (including intrasegment eliminations and unallocated income tax expenses)
|
2
|
|
|
1
|
%
|
|
4
|
|
|
1
|
%
|
||
Total Terminals
|
$
|
80
|
|
|
18
|
%
|
|
$
|
110
|
|
|
14
|
%
|
•
|
increases of $14 million (100%) and $21 million (78%), respectively, from our Alberta, Canada terminals, driven by several Edmonton-area expansion projects, including storage and connectivity additions at our Edmonton South and North 40 terminals as well as the commissioning of two joint venture rail terminals;
|
•
|
increases of $13 million (130%) and $20 million (111%), respectively, from our Gulf Central terminals, driven by higher earnings from expansion projects at our joint venture terminals Battleground Oil Specialty Terminal Company LLC and Deeprock Development LLC;
|
•
|
increases of $10 million and $22 million, respectively, 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; and
|
•
|
increases of $6 million (32%) and $15 million (39%), respectively, from our Gulf Bulk terminals, driven by increased shortfall revenue from take-or-pay coal contracts.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
478
|
|
|
$
|
524
|
|
|
$
|
922
|
|
|
$
|
1,058
|
|
Operating expenses
|
(209
|
)
|
|
(333
|
)
|
|
(419
|
)
|
|
(672
|
)
|
||||
Other income
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Earnings from equity investments
|
11
|
|
|
13
|
|
|
22
|
|
|
25
|
|
||||
Interest income and Other, net
|
1
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
||||
Income tax expense
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
||||
Segment earnings before DD&A(b)
|
277
|
|
|
202
|
|
|
523
|
|
|
410
|
|
||||
Certain items, net(b)
|
(2
|
)
|
|
7
|
|
|
(3
|
)
|
|
3
|
|
||||
EBDA before certain items
|
$
|
275
|
|
|
$
|
209
|
|
|
$
|
520
|
|
|
$
|
413
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(44
|
)
|
|
(8
|
)%
|
|
$
|
(135
|
)
|
|
(13
|
)%
|
||
EBDA before certain items
|
$
|
66
|
|
|
32
|
%
|
|
$
|
107
|
|
|
26
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Gasoline (MMBbl)(c)
|
97.9
|
|
|
92.0
|
|
|
186.4
|
|
|
176.0
|
|
||||
Diesel fuel (MMBbl)
|
33.1
|
|
|
33.1
|
|
|
63.9
|
|
|
63.3
|
|
||||
Jet fuel (MMBbl)
|
26.6
|
|
|
26.2
|
|
|
51.0
|
|
|
50.5
|
|
||||
Total refined product volumes (MMBbl)(d)
|
157.6
|
|
|
151.3
|
|
|
301.3
|
|
|
289.8
|
|
||||
NGL (MMBbl)(e)
|
9.7
|
|
|
3.7
|
|
|
19.4
|
|
|
10.0
|
|
||||
Condensate (MMBbl)(f)
|
25.2
|
|
|
6.6
|
|
|
43.7
|
|
|
10.6
|
|
||||
Total delivery volumes (MMBbl)
|
192.5
|
|
|
161.6
|
|
|
364.4
|
|
|
310.4
|
|
||||
Ethanol (MMBbl)(g)
|
10.5
|
|
|
10.4
|
|
|
20.4
|
|
|
20.1
|
|
(a)
|
Three and six month 2015 amounts include decreases in revenue of $2 million and $1 million, respectively, related to an unrealized swap loss.
|
(b)
|
Three and six month 2015 amounts include decreases in revenue of $2 million and $1 million, respectively, as discussed in footnote (a) above and decreases in expense of $4 million for both periods related to a certain Pacific operations litigation matter. Three and six month 2014 amounts include increases in expense of $5 million and $4 million, respectively, associated with a certain Pacific operations litigation matter and increases in expense of $2 million for both periods related to other certain items. Six month 2014 amount also includes a $3 million gain from the sale of propane pipeline line-fill.
|
(c)
|
Volumes include ethanol pipeline volumes.
|
(d)
|
Includes Pacific, Plantation Pipe Line Company, Calnev Pipe Line LLC (Calnev), Central Florida and Parkway pipeline volumes. Joint Venture throughput is reported at our ownership share.
|
(e)
|
Includes Cochin and Cypress pipeline volumes. Joint Venture throughput is reported at our ownership share.
|
(f)
|
Includes Kinder Morgan Crude & Condensate, Double Eagle Pipeline LLC and Double H pipeline volumes. Joint Venture throughput is reported at our ownership share.
|
(g)
|
Represents total ethanol volumes, including ethanol pipeline volumes included in gasoline volumes above.
|
•
|
increases of $36 million (240%) and $64 million (256%), respectively, from our Kinder Morgan Crude & Condensate Pipeline driven primarily by an increase of 242% and 290%, respectively, in pipeline throughput volumes due to the ramp up of existing customer volumes and additional volumes from new customers and the startup of the first phase of KMCC - Splitter in March 2015. KMCC - Splitter contributed $8 million to EBDA for the three and six months ended June 30, 2015 and phase two commenced in July 2015;
|
•
|
increases of $17 million (213%) and $23 million (72%), respectively, from Cochin driven by higher service revenues due to the completion of the Cochin Reversal project in the third quarter of 2014;
|
•
|
increases of $6 million (8%) and $17 million (12%), respectively, from our Pacific operations due to higher service revenues, resulting from higher volumes and margins, and a reduction in rights-of-way expenses;
|
•
|
decreases of $2 million (14%) and $12 million (39%), respectively, from our Transmix processing operations primarily due to unfavorable inventory pricing. The decreases in revenues of $121 million and $243 million, respectively, and associated decreases in costs of goods sold were caused by lower commodity prices; and
|
•
|
increases of $12 million and $18 million, respectively, from our Double H pipeline which was acquired in February 2015 as part of the Hiland acquisition.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues
|
$
|
65
|
|
|
$
|
68
|
|
|
$
|
125
|
|
|
$
|
137
|
|
Operating expenses
|
(23
|
)
|
|
(24
|
)
|
|
(42
|
)
|
|
(48
|
)
|
||||
Interest income and Other, net
|
2
|
|
|
(1
|
)
|
|
5
|
|
|
6
|
|
||||
Income tax expense
|
(7
|
)
|
|
(3
|
)
|
|
(10
|
)
|
|
(7
|
)
|
||||
Segment earnings before DD&A
|
$
|
37
|
|
|
$
|
40
|
|
|
$
|
78
|
|
|
$
|
88
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues
|
$
|
(3
|
)
|
|
(4
|
)%
|
|
$
|
(12
|
)
|
|
(9
|
)%
|
||
EBDA
|
$
|
(3
|
)
|
|
(8
|
)%
|
|
$
|
(10
|
)
|
|
(11
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Transport volumes (MMBbl)(a)
|
29.7
|
|
|
27.0
|
|
|
57.3
|
|
|
51.9
|
|
(a)
|
Represents Trans Mountain pipeline system volumes.
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Trans Mountain Pipeline
|
$
|
(8
|
)
|
|
(19
|
)%
|
|
$
|
(3
|
)
|
|
(5
|
)%
|
Express Pipeline(a)
|
5
|
|
|
100
|
%
|
|
n/a
|
|
|
n/a
|
|
||
Total Kinder Morgan Canada
|
$
|
(3
|
)
|
|
(8
|
)%
|
|
$
|
(3
|
)
|
|
(4
|
)%
|
|
EBDA
increase/(decrease)
|
|
Revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Trans Mountain Pipeline
|
$
|
(10
|
)
|
|
(11
|
)%
|
|
$
|
(12
|
)
|
|
(9
|
)%
|
Express Pipeline(a)
|
—
|
|
|
—
|
%
|
|
n/a
|
|
|
n/a
|
|
||
Total Kinder Morgan Canada
|
$
|
(10
|
)
|
|
(11
|
)%
|
|
$
|
(12
|
)
|
|
(9
|
)%
|
(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 June 30,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative expense(a)(c)
|
$
|
164
|
|
|
$
|
154
|
|
|
$
|
10
|
|
|
6
|
%
|
Certain items(a)
|
9
|
|
|
3
|
|
|
6
|
|
|
200
|
%
|
|||
Management fee reimbursement(c)
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense before certain items
|
$
|
164
|
|
|
$
|
148
|
|
|
$
|
16
|
|
|
11
|
%
|
Unallocable interest expense net of interest income and other, net(b)
|
$
|
472
|
|
|
$
|
444
|
|
|
$
|
28
|
|
|
6
|
%
|
Certain items(b)
|
55
|
|
|
5
|
|
|
50
|
|
|
1,000
|
%
|
|||
Unallocable interest expense net of interest income and other, net, before certain items
|
$
|
527
|
|
|
$
|
449
|
|
|
$
|
78
|
|
|
17
|
%
|
Net income attributable to noncontrolling interests
|
$
|
9
|
|
|
$
|
213
|
|
|
$
|
(204
|
)
|
|
(96
|
)%
|
Noncontrolling interests associated with an impairment certain item(d)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
n/a
|
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
8
|
|
|
$
|
213
|
|
|
$
|
(205
|
)
|
|
(96
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||
|
2015
|
|
2014
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative expense(a)(c)
|
$
|
380
|
|
|
$
|
326
|
|
|
$
|
54
|
|
|
17
|
%
|
Certain items(a)
|
(29
|
)
|
|
3
|
|
|
(32
|
)
|
|
(1,067
|
)%
|
|||
Management fee reimbursement(c)
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative expense before certain items
|
$
|
333
|
|
|
$
|
311
|
|
|
$
|
22
|
|
|
7
|
%
|
Unallocable interest expense net of interest income and other, net(b)
|
$
|
986
|
|
|
$
|
894
|
|
|
$
|
92
|
|
|
10
|
%
|
Certain items(b)
|
55
|
|
|
—
|
|
|
55
|
|
|
n/a
|
|
|||
Unallocable interest expense net of interest income and other, net, before certain items
|
$
|
1,041
|
|
|
$
|
894
|
|
|
$
|
147
|
|
|
16
|
%
|
Net (loss) income attributable to noncontrolling interests
|
$
|
(1
|
)
|
|
$
|
527
|
|
|
$
|
(528
|
)
|
|
(100
|
)%
|
Noncontrolling interests associated with an impairment certain item(d)
|
14
|
|
|
—
|
|
|
14
|
|
|
n/a
|
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
13
|
|
|
$
|
527
|
|
|
$
|
(514
|
)
|
|
(98
|
)%
|
(a)
|
Three month 2015 amount includes increases in expense of $1 million related to certain corporate legal matters and $1 million related to costs associated with our Hiland acquisition. Six month 2015 amount includes increases in expense of $40 million related to certain corporate legal matters and $12 million related to costs associated with our Hiland acquisition. Partially offsetting these three and six month 2015 increases are decreases in expense of $11 million and $23 million, respectively, related to pension credit income. Three and six month 2014 amounts include decreases in expense of $9 million and $18 million, respectively, related to pension credit income and offsetting increases in expense of $6 million and $7 million, respectively, for various other certain items. Six month 2014 amount also includes an increase in expense of $8 million primarily related to severance costs associated with acquisitions.
|
(b)
|
Three and six month 2015 amounts include (i) decreases in interest expense of $23 million and $30 million, respectively, related to swap ineffectiveness; (ii) decreases in interest expense of $19 million and $35 million, respectively, related to debt fair value adjustments associated with acquisitions; and (iii) decreases in interest expense of $13 million for both periods associated with a certain Pacific
|
(c)
|
Three and six month 2015 and 2014 amounts include NGPL Holdco LLC general and administrative reimbursements of $9 million and $18 million for each respective period. These amounts were recorded to the “Product sales and other” caption 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.”
|
|
Six Months Ended June 30, 2015
|
|
2015 Remaining
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(a)
|
$
|
245
|
|
|
$
|
358
|
|
|
$
|
603
|
|
Discretionary capital expenditures(b)(c)
|
$
|
1,663
|
|
|
$
|
2,435
|
|
|
$
|
4,098
|
|
(a)
|
Six
-month 2015, 2015 Remaining, and Total 2015 amounts include $34 million, $46 million, and $80 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.
|
(b)
|
Six-month 2015 amount includes an increase of $253 million related to discretionary capital expenditures of unconsolidated joint ventures and acquisitions and a decrease of a combined $288 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 $127 million increase in cash from overall higher net income after adjusting our period-to-period $337 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 net losses on impairments and disposals on long-lived assets and equity investments (see discussion above in “—Results of Operations”); (iv) a net increase in legal reserves (see discussion above in “—Results of Operations”); and (v) a net increase in equity earnings from our equity investments;
|
•
|
a $163 million increase in cash associated with net changes in working capital items and non-current assets and liabilities. The increase was driven, among other things, primarily by a $195 million income tax refund on taxes we previously paid in 2014, and higher cash flows due to favorable changes in the collection of trade receivables and exchange gas receivables. These increases were offset by lower cash flow due to the timing of payments from our trade payables, and rate case payments; and
|
•
|
a $45 million increase in cash primarily due to a $50 million pension contribution we made in the first six months of 2014.
|
•
|
a $903 million decrease in cash due to higher expenditures for business acquisitions. The overall increase in acquisitions was primarily related to the $1,706 million (net of cash assumed) and $158 million we paid for the Hiland and the Vopak acquisitions, respectively, in the 2015 period, versus the $961 million we paid for the APT acquisition in the 2014 period. Further information regarding our acquisitions is discussed in Note 2 “Acquisitions;”
|
•
|
a $192 million decrease in cash due to higher capital expenditures; and
|
•
|
a $58 million increase in cash due to lower capital contributions to our equity investments.
|
•
|
a $2,562 million increase in cash from the issuances of our Class P shares under our equity distribution agreement;
|
•
|
a $960 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 the Merger Transactions in 2014;
|
•
|
a $187 million increase in cash due to the combined repurchases of shares and warrants in the first six months of 2014 compared to the respective 2015 period;
|
•
|
a $1,395 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 due to the Merger Transactions as discussed above;
|
•
|
a $1,146 million decrease in cash due to higher total dividend payments; and
|
•
|
a $383 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
|
June 30, 2015
|
|
$
|
0.49
|
|
|
July 15, 2015
|
|
July 31, 2015
|
|
August 14, 2015
|
Our Purchases of Our Class P Shares and Warrants
|
||||||||||||||
Period
|
|
Total number of securities purchased(a)
|
|
Average price paid per security
|
|
Total number of securities purchased as part of publicly announced plans(a)
|
|
Maximum approximate dollar value of securities that may yet be purchased under the plans or programs
|
||||||
April 1 to April 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,452,606
|
|
May 1 to May 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,452,606
|
|
June 1 to June 30, 2015
|
|
|
|
|
|
|
|
|
||||||
Warrants
|
|
1,525,000
|
|
|
$
|
3.06
|
|
|
1,525,000
|
|
|
$
|
97,769,216
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Warrants
|
|
1,525,000
|
|
|
$
|
3.06
|
|
|
1,525,000
|
|
|
|
||
|
|
|
|
|
|
|
|
$
|
97,769,216
|
|
||||
|
|
|
|
|
|
|
|
|
(a)
|
On June 12, 2015, we announced that our board of directors had approved a warrant repurchase program authorizing us to repurchase up to $100 million of warrants. The capacity under our March 4, 2014 share and warrant repurchase program was exhausted in June 2015.
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Kinder Morgan, Inc.
|
|
|
|
|
10.1
|
|
|
Cross Guarantee Agreement, dated as of November 26, 2014, among Kinder Morgan, Inc. and certain of its subsidiaries, with schedules current as of June 30, 2015.
|
|
|
|
|
10.2
|
|
*
|
Kinder Morgan, Inc. 2015 Amended and Restated Stock Incentive Plan (filed as Exhibit 4.5 to Kinder Morgan, Inc. Registration Statement on Form S-8, filed on July 1, 2015, and incorporated herein by reference).
|
|
|
|
|
10.3
|
|
*
|
Form of Restricted Stock Unit Agreement under Exhibit 10.2 (filed as Exhibit 4.6 to Kinder Morgan, Inc. Registration Statement on Form S-8, filed on July 1, 2015, and incorporated herein by reference).
|
|
|
|
|
10.4
|
|
|
Amended and Restated Annual Incentive Plan of Kinder Morgan, Inc.
|
|
|
|
|
10.5
|
|
|
Amended and Restated Stock Compensation Plan for Non-Employee Directors.
|
|
|
|
|
10.6
|
|
|
Form of Stock Compensation Agreement under Exhibit 10.5.
|
|
|
|
|
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 and six months ended June 30, 2015 and 2014; (ii) our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014; (iii) our Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014; (iv) our Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014; (v) our Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2015 and 2014; and (vi) the notes to our Consolidated Financial Statements.
|
|
KINDER MORGAN, INC.
|
|
|
|
Registrant
|
Date:
|
July 24, 2015
|
|
By:
|
|
/s/ Kimberly A. Dang
|
|
|
|
|
|
Kimberly A. Dang
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
By:
|
/s/ Adam S. Forman
|
Name:
|
Adam S. Forman
|
Title:
|
Vice President
|
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.
|
|
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)
|
||
|
|
Current as of: June 30, 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.
|
|
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
|
|
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)
|
||
|
|
Current as of: June 30, 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.
|
|
Compass Bank
|
|
March 24, 2015
|
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)
|
||
|
|
Current as of: June 30, 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
|
|
Phillips 66 Company
|
|
March 30, 2015
|
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
Current as of: June 30, 2015
|
||
Agnes B Crane, LLC
|
|
CPNO Services LLC
|
American Petroleum Tankers II LLC
|
|
Dakota Bulk Terminal, Inc.
|
American Petroleum Tankers III LLC
|
|
Delta Terminal Services LLC
|
American Petroleum Tankers IV LLC
|
|
Eagle Ford Gathering LLC
|
American Petroleum Tankers LLC
|
|
El Paso Cheyenne Holdings, L.L.C.
|
American Petroleum Tankers Parent LLC
|
|
El Paso Citrus Holdings, Inc.
|
American Petroleum Tankers V LLC
|
|
El Paso CNG Company, L.L.C.
|
American Petroleum Tankers VI LLC
|
|
El Paso Energy Service Company, L.L.C.
|
American Petroleum Tankers VII LLC
|
|
El Paso LLC
|
APT Florida LLC
|
|
El Paso Midstream Group LLC
|
APT Intermediate Holdco LLC
|
|
El Paso Natural Gas Company, L.L.C.
|
APT New Intermediate Holdco LLC
|
|
El Paso Noric Investments III, L.L.C.
|
APT Pennsylvania LLC
|
|
El Paso Ruby Holding Company, L.L.C.
|
APT Sunshine State LLC
|
|
El Paso Tennessee Pipeline Co., L.L.C.
|
Audrey Tug LLC
|
|
Elba Express Company, L.L.C.
|
Bear Creek Storage Company, L.L.C.
|
|
Elizabeth River Terminals LLC
|
Betty Lou LLC
|
|
Emory B Crane, LLC
|
Camino Real Gathering Company, L.L.C.
|
|
EP Energy Holding Company
|
Cantera Gas Company LLC
|
|
EP Ruby LLC
|
CDE Pipeline LLC
|
|
EPBGP Contracting Services LLC
|
Central Florida Pipeline LLC
|
|
EPTP Issuing Corporation
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
Fernandina Marine Construction Management
|
CIG Gas Storage Company LLC
|
|
LLC
|
CIG Pipeline Services Company, L.L.C.
|
|
Frank L. Crane, LLC
|
Cimmarron Gathering LLC
|
|
General Stevedores GP, LLC
|
Colorado Interstate Gas Company, L.L.C.
|
|
General Stevedores Holdings LLC
|
Colorado Interstate Issuing Corporation
|
|
Global American Terminals LLC
|
Copano Double Eagle LLC
|
|
Hampshire LLC
|
Copano Energy Finance Corporation
|
|
Harrah Midstream LLC
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
HBM Environmental, Inc.
|
Copano Energy, L.L.C.
|
|
Hiland Crude, LLC
|
Copano Field Services GP, L.L.C.
|
|
Hiland Operating, LLC
|
Copano Field Services/North Texas, L.L.C.
|
|
Hiland Partners, LLC
|
Copano Field Services/South Texas LLC
|
|
Hiland Partners Finance Corp.
|
Copano Field Services/Upper Gulf Coast LLC
|
|
Hiland Partners Holdings LLC
|
Copano Liberty, LLC
|
|
ICPT, L.L.C
|
Copano NGL Services (Markham), L.L.C.
|
|
Independent Trading & Transportation
|
Copano NGL Services LLC
|
|
Company I, L.L.C.
|
Copano Pipelines Group, L.L.C.
|
|
J.R. Nicholls LLC
|
Copano Pipelines/North Texas, L.L.C.
|
|
Javelina Tug LLC
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Jeannie Brewer LLC
|
Copano Pipelines/South Texas LLC
|
|
JV Tanker Charterer LLC
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
Kinder Morgan (Delaware), Inc.
|
Copano Processing LLC
|
|
Kinder Morgan 2-Mile LLC
|
Copano Risk Management LLC
|
|
Kinder Morgan Administrative Services Tampa LLC
|
Copano/Webb-Duval Pipeline LLC
|
|
Kinder Morgan Altamont LLC
|
|
|
Kinder Morgan Amory LLC
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: June 30, 2015
|
|
|
|
Kinder Morgan Arrow Terminals Holdings, Inc.
|
|
Kinder Morgan Petcoke, L.P.
|
Kinder Morgan Arrow Terminals, L.P.
|
|
Kinder Morgan Petroleum Tankers LLC
|
Kinder Morgan Baltimore Transload Terminal
|
|
Kinder Morgan Pipeline LLC
|
LLC
|
|
Kinder Morgan Port Manatee Terminal LLC
|
Kinder Morgan Battleground Oil LLC
|
|
Kinder Morgan Port Sutton Terminal LLC
|
Kinder Morgan Border Pipeline LLC
|
|
Kinder Morgan Port Terminals USA LLC
|
Kinder Morgan Bulk Terminals, Inc.
|
|
Kinder Morgan Production Company LLC
|
Kinder Morgan Carbon Dioxide Transportation
|
|
Kinder Morgan Rail Services LLC
|
Company
|
|
Kinder Morgan Resources II LLC
|
Kinder Morgan CO2 Company, L.P.
|
|
Kinder Morgan Resources III LLC
|
Kinder Morgan Cochin LLC
|
|
Kinder Morgan Resources LLC
|
Kinder Morgan Columbus LLC
|
|
Kinder Morgan River Terminals LLC
|
Kinder Morgan Commercial Services LLC
|
|
Kinder Morgan Services LLC
|
Kinder Morgan Contracting Services LLC
|
|
Kinder Morgan Seven Oaks LLC
|
Kinder Morgan Crude & Condensate LLC
|
|
Kinder Morgan Southeast Terminals LLC
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Kinder Morgan Scurry Connector LLC
|
Kinder Morgan Crude to Rail LLC
|
|
Kinder Morgan Tank Storage Terminals LLC
|
Kinder Morgan Cushing LLC
|
|
Kinder Morgan Tejas Pipeline LLC
|
Kinder Morgan Dallas Fort Worth Rail Terminal
|
|
Kinder Morgan Terminals, Inc.
|
LLC
|
|
Kinder Morgan Terminals Wilmington LLC
|
Kinder Morgan Endeavor LLC
|
|
Kinder Morgan Texas Pipeline LLC
|
Kinder Morgan Energy Partners, L.P.
|
|
Kinder Morgan Texas Terminals, L.P.
|
Kinder Morgan EP Midstream LLC
|
|
Kinder Morgan Transmix Company, LLC
|
Kinder Morgan Finance Company LLC
|
|
Kinder Morgan Treating LP
|
Kinder Morgan Fleeting LLC
|
|
Kinder Morgan Urban Renewal, L.L.C.
|
Kinder Morgan Freedom Pipeline LLC
|
|
Kinder Morgan Utica LLC
|
Kinder Morgan Galena Park West LLC
|
|
Kinder Morgan Virginia Liquids Terminals LLC
|
Kinder Morgan, Inc.
|
|
Kinder Morgan Wink Pipeline LLC
|
Kinder Morgan Keystone Gas Storage LLC
|
|
KinderHawk Field Services LLC
|
Kinder Morgan KMAP LLC
|
|
KM Crane LLC
|
Kinder Morgan Las Vegas LLC
|
|
KM Decatur, Inc.
|
Kinder Morgan Linden Transload Terminal LLC
|
|
KM Eagle Gathering LLC
|
Kinder Morgan Liquids Terminals LLC
|
|
KM Gathering LLC
|
Kinder Morgan Liquids Terminals St. Gabriel
|
|
KM Kaskaskia Dock LLC
|
LLC
|
|
KM Liquids Terminals LLC
|
Kinder Morgan Marine Services LLC
|
|
KM North Cahokia Land LLC
|
Kinder Morgan Materials Services, LLC
|
|
KM North Cahokia Special Project LLC
|
Kinder Morgan Mid Atlantic Marine Services
|
|
KM North Cahokia Terminal Project LLC
|
LLC
|
|
KM Ship Channel Services LLC
|
Kinder Morgan NatGas O&M LLC
|
|
KM Treating GP LLC
|
Kinder Morgan North Texas Pipeline LLC
|
|
KM Treating Production LLC
|
Kinder Morgan Operating L.P. “ A”
|
|
KMBT LLC
|
Kinder Morgan Operating L.P. “ B”
|
|
KMGP Services Company, Inc.
|
Kinder Morgan Operating L.P. “ C”
|
|
KN Telecommunications, Inc.
|
Kinder Morgan Operating L.P. “ D”
|
|
Knight Power Company LLC
|
Kinder Morgan Pecos LLC
|
|
Lomita Rail Terminal LLC
|
Kinder Morgan Pecos Valley LLC
|
|
Milwaukee Bulk Terminals LLC
|
Kinder Morgan Petcoke GP LLC
|
|
MJR Operating LLC
|
Kinder Morgan Petcoke LP LLC
|
|
Mojave Pipeline Company, L.L.C.
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: June 30, 2015
|
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”.
|
1.1
|
Purpose
|
1.2
|
Definitions
|
1.3
|
Administration Of The Plan
|
1.4
|
Eligibility
|
1.5
|
Awards Under The Plan
|
1.6
|
Other Compensation Programs
|
1.
|
Award
.
The Company has made an award of Cash Compensation (as defined below), a portion of which Director is electing to receive in the form of Class P common stock of the Company, $0.01 par value ("Stock"), subject to the terms and conditions contained herein and in the Plan (as defined below).
|
(a)
|
Cash Compensation
.
As contemplated by the Kinder Morgan, Inc. Stock Compensation Plan for Non-Employee Directors (the "Plan"),
$[_________]
of cash compensation which Director may elect to receive in the form of Stock (the "Cash Compensation") has been awarded to Director for the 2015 calendar year.
|
(b)
|
Election to Receive Stock in Lieu of Cash
.
In accordance with the terms of the Plan, Director hereby elects to receive $
[__]
of the Cash Compensation in the form of Stock. Director shall receive
[__]
shares of Stock ("Shares") and
$[__]
in cash (the "Cash Payment"), as calculated in accordance with the terms of the Plan. The Shares shall be issued upon acceptance hereof by Director and certificates therefor will be delivered to Director upon satisfaction of the conditions of this Agreement. The Cash Payment shall be paid in installments of
$[__]
each on or before March 31, June 30, September 30 and December 31 of 20
[__]
, or as soon as administratively practicable thereafter; provided that such installments shall be adjusted to include any cash dividends paid by the Company on the Shares during any period in which the Shares are subject to Forfeiture Restrictions (as hereinafter defined).
|
(c)
|
Plan Incorporated
.
Director acknowledges receipt of a copy of the Plan and agrees that the election to receive such Cash Compensation in the form of Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.
|
2.
|
Shares
.
Director hereby accepts the Shares when issued and agrees with respect thereto as follows:
|
(a)
|
Forfeiture Restrictions
.
To the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the Shares issued hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered by Director, and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance, whether made or created by voluntary act of Director or any agent of Director or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Company or any agent or any custodian holding
|
(b)
|
Lapse of Forfeiture Restrictions
. The Forfeiture Restrictions shall lapse and cease to apply to the Shares on the earlier of (i)
July 20, 20[__]
(the "Vesting Date"), or (ii) the date of Director's death.
|
(c)
|
Rights as a Stockholder.
Unless otherwise provided in this Agreement, Director shall have the right to receive distributions with respect to the Shares awarded hereby, to vote such Shares, and to enjoy all other rights of a holder of Stock.
|
(d)
|
Certificates.
The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Shares shall be issued by the Company in Director's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Director shall have voting rights and shall be entitled to receive all distributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend:
|
3.
|
Status of Shares.
Director agrees that,
notwithstanding anything to the contrary herein, the Shares may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Director also agrees that (i) certificates shall bear the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Shares on the transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.
|
4.
|
Changes in Capital Structure
. If the outstanding shares of Stock or other securities of the Company, or both, shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of stock, or recapitalization, the number and kind of shares of Stock shall be appropriately and equitably adjusted in accordance with the terms of the Plan.
|
5.
|
Status as Director
. For purposes of this Agreement, Director shall be considered to be in service as a director of the Company as long as Director remains a director of the
|
6.
|
Committee's Powers.
No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Shares.
|
7.
|
Binding Effect.
The provisions of the Plan and the terms and conditions of this Agreement shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of Director, including, without limitation, Director's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy, or representative of creditors of Director. This Agreement shall be binding upon and inure to the benefit of any successors to the Company.
|
8.
|
Agreement Subject to Plan
. This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Agreement.
|
9.
|
Governing Law.
To the extent not preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according to the laws of the State of Texas.
|
|
Six Months Ended June 30,
|
||||||
|
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
|
$
|
1,010
|
|
|
$
|
1,298
|
|
Add:
|
|
|
|
||||
Fixed charges
|
1,041
|
|
|
955
|
|
||
Amortization of capitalized interest
|
4
|
|
|
3
|
|
||
Distributions from equity investment earnings
|
187
|
|
|
184
|
|
||
Less:
|
|
|
|
||||
Interest capitalized
|
(31
|
)
|
|
(38
|
)
|
||
Noncontrolling interest in pre-tax income of subsidiaries with no fixed charges
|
—
|
|
|
(121
|
)
|
||
Income as adjusted
|
$
|
2,211
|
|
|
$
|
2,281
|
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest and debt expense, net per statements of income (includes amortization of debt discount, premium, and debt issuance costs; excludes capitalized interest)
|
$
|
1,017
|
|
|
$
|
933
|
|
Add:
|
|
|
|
||||
Portion of rents representative of the interest factor
|
24
|
|
|
22
|
|
||
Fixed charges
|
$
|
1,041
|
|
|
$
|
955
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.12
|
|
|
2.39
|
|
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:
|
July 24, 2015
|
/s/ Steven J. Kean
|
|
|
Steven J. Kean
|
|
|
President 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:
|
July 24, 2015
|
/s/ Kimberly A. Dang
|
|
|
Kimberly A. Dang
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
Date:
|
July 24, 2015
|
/s/ Steven J. Kean
|
|
|
Steven J. Kean
|
|
|
President and Chief Executive Officer
|
Date:
|
July 24, 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
|
—
|
—
|
—
|
—
|
—
|
$
|
—
|
|
—
|
No
|
No
|
—
|
—
|
—
|
1518234 Grand Rivers
|
1
|
—
|
—
|
—
|
—
|
$
|
—
|
|
—
|
No
|
No
|
—
|
—
|
—
|
1.
|
104 (a) Citation #9045016 (Issued 6/16/2015) No assessment available at this time (note that this is S&S citation indicated above)
|
2.
|
104 (a) Citation #9045015 (Issued 6/16/2015) No assessment available at this time.
|