|
Delaware
|
80-0682103
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
Page
Number
|
|
||
|
||
|
|
|
|
|
|
|
||
|
Consolidated Statements of Income - Thre
e and Nine Months Ended September 30, 2017 and 2016
|
|
|
||
|
Consolidated Balance Sheets -
September 30, 2017 and December 31, 2016
|
|
|
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2017 and 2016
|
|
|
Consolidated Statements of Stockholders’ Equity -
Nine Months Ended September 30, 2017 and 2016
|
|
|
||
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
||
|
||
|
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural gas sales
|
$
|
714
|
|
|
$
|
719
|
|
|
$
|
2,281
|
|
|
$
|
1,740
|
|
Services
|
1,938
|
|
|
2,006
|
|
|
5,855
|
|
|
6,154
|
|
||||
Product sales and other
|
629
|
|
|
605
|
|
|
1,937
|
|
|
1,775
|
|
||||
Total Revenues
|
3,281
|
|
|
3,330
|
|
|
10,073
|
|
|
9,669
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
||||||
Costs of sales
|
1,029
|
|
|
971
|
|
|
3,200
|
|
|
2,454
|
|
||||
Operations and maintenance
|
587
|
|
|
576
|
|
|
1,636
|
|
|
1,744
|
|
||||
Depreciation, depletion and amortization
|
562
|
|
|
549
|
|
|
1,697
|
|
|
1,652
|
|
||||
General and administrative
|
164
|
|
|
171
|
|
|
498
|
|
|
550
|
|
||||
Taxes, other than income taxes
|
102
|
|
|
106
|
|
|
297
|
|
|
324
|
|
||||
Loss on impairments and divestitures, net
|
7
|
|
|
76
|
|
|
13
|
|
|
307
|
|
||||
Other income, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Total Operating Costs, Expenses and Other
|
2,451
|
|
|
2,448
|
|
|
7,341
|
|
|
7,031
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
830
|
|
|
882
|
|
|
2,732
|
|
|
2,638
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from equity investments
|
167
|
|
|
137
|
|
|
477
|
|
|
343
|
|
||||
Loss on impairments and divestitures of equity investments, net
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
(344
|
)
|
||||
Amortization of excess cost of equity investments
|
(15
|
)
|
|
(15
|
)
|
|
(45
|
)
|
|
(45
|
)
|
||||
Interest, net
|
(459
|
)
|
|
(472
|
)
|
|
(1,387
|
)
|
|
(1,384
|
)
|
||||
Other, net
|
24
|
|
|
12
|
|
|
60
|
|
|
42
|
|
||||
Total Other Expense
|
(283
|
)
|
|
(688
|
)
|
|
(895
|
)
|
|
(1,388
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Before Income Taxes
|
547
|
|
|
194
|
|
|
1,837
|
|
|
1,250
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense
|
(160
|
)
|
|
(377
|
)
|
|
(622
|
)
|
|
(744
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss)
|
387
|
|
|
(183
|
)
|
|
1,215
|
|
|
506
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Noncontrolling Interests
|
(14
|
)
|
|
(5
|
)
|
|
(26
|
)
|
|
(7
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Attributable to Kinder Morgan, Inc.
|
373
|
|
|
(188
|
)
|
|
1,189
|
|
|
499
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Preferred Stock Dividends
|
(39
|
)
|
|
(39
|
)
|
|
(117
|
)
|
|
(117
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss) Available to Common Stockholders
|
$
|
334
|
|
|
$
|
(227
|
)
|
|
$
|
1,072
|
|
|
$
|
382
|
|
|
|
|
|
|
|
|
|
||||||||
Class P Shares
|
|
|
|
|
|
|
|
||||||||
Basic Earnings (Loss) Per Common Share
|
$
|
0.15
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.48
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Weighted Average Common Shares Outstanding
|
2,231
|
|
|
2,230
|
|
|
2,230
|
|
|
2,229
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings (Loss) Per Common Share
|
$
|
0.15
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.48
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Weighted Average Common Shares Outstanding
|
2,231
|
|
|
2,230
|
|
|
2,230
|
|
|
2,229
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends Per Common Share Declared for the Period
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.375
|
|
|
$
|
0.375
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
387
|
|
|
$
|
(183
|
)
|
|
$
|
1,215
|
|
|
$
|
506
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value of hedge derivatives (net of tax (expense) benefit of $(3), $(29), $(105) and $11, respectively)
|
7
|
|
|
50
|
|
|
185
|
|
|
(19
|
)
|
||||
Reclassification of change in fair value of derivatives to net income (net of tax benefit of $27, $23, $82 and $92, respectively)
|
(48
|
)
|
|
(39
|
)
|
|
(144
|
)
|
|
(158
|
)
|
||||
Foreign currency
translation
adjustments (net of tax (expense) benefit of $(28), $11, $(45) and $(38), respectively)
|
78
|
|
|
(20
|
)
|
|
129
|
|
|
65
|
|
||||
Benefit plan adjustments (net of tax expense of
$(8), $(3), $(17)
and $(9), respectively)
|
7
|
|
|
6
|
|
|
20
|
|
|
16
|
|
||||
Total other comprehensive income (loss)
|
44
|
|
|
(3
|
)
|
|
190
|
|
|
(96
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
431
|
|
|
(186
|
)
|
|
1,405
|
|
|
410
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(44
|
)
|
|
(5
|
)
|
|
(75
|
)
|
|
(7
|
)
|
||||
Comprehensive income (loss) attributable to Kinder Morgan, Inc.
|
$
|
387
|
|
|
$
|
(191
|
)
|
|
$
|
1,330
|
|
|
$
|
403
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
539
|
|
|
$
|
684
|
|
Restricted deposits
|
81
|
|
|
103
|
|
||
Accounts receivable, net
|
1,194
|
|
|
1,370
|
|
||
Fair value of derivative contracts
|
175
|
|
|
198
|
|
||
Inventories
|
428
|
|
|
357
|
|
||
Income tax receivable
|
20
|
|
|
180
|
|
||
Other current assets
|
176
|
|
|
337
|
|
||
Total current assets
|
2,613
|
|
|
3,229
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
39,867
|
|
|
38,705
|
|
||
Investments
|
7,484
|
|
|
7,027
|
|
||
Goodwill
|
22,164
|
|
|
22,152
|
|
||
Other intangibles, net
|
3,153
|
|
|
3,318
|
|
||
Deferred income taxes
|
3,432
|
|
|
4,352
|
|
||
Deferred charges and other assets
|
1,638
|
|
|
1,522
|
|
||
Total Assets
|
$
|
80,351
|
|
|
$
|
80,305
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
3,156
|
|
|
$
|
2,696
|
|
Accounts payable
|
1,358
|
|
|
1,257
|
|
||
Accrued interest
|
442
|
|
|
625
|
|
||
Accrued contingencies
|
277
|
|
|
261
|
|
||
Other current liabilities
|
941
|
|
|
1,085
|
|
||
Total current liabilities
|
6,174
|
|
|
5,924
|
|
||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
33,969
|
|
|
36,105
|
|
||
Preferred interest in general partner of KMP
|
100
|
|
|
100
|
|
||
Debt fair value adjustments
|
1,047
|
|
|
1,149
|
|
||
Total long-term debt
|
35,116
|
|
|
37,354
|
|
||
Other long-term liabilities and deferred credits
|
2,537
|
|
|
2,225
|
|
||
Total long-term liabilities and deferred credits
|
37,653
|
|
|
39,579
|
|
||
Total Liabilities
|
43,827
|
|
|
45,503
|
|
||
Commitments and contingencies (Notes 3 and 9)
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,231,147,804
and 2,230,102,384 shares, respectively, issued and outstanding
|
22
|
|
|
22
|
|
||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 9.75% Series A Mandatory Convertible, $1,000 per share liquidation preference, 1,600,000 shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
42,101
|
|
|
41,739
|
|
||
Retained deficit
|
(6,429
|
)
|
|
(6,669
|
)
|
||
Accumulated other comprehensive loss
|
(469
|
)
|
|
(661
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
35,225
|
|
|
34,431
|
|
||
Noncontrolling interests
|
1,299
|
|
|
371
|
|
||
Total Stockholders’ Equity
|
36,524
|
|
|
34,802
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
80,351
|
|
|
$
|
80,305
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
|
|||||||
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
1,215
|
|
|
$
|
506
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
1,697
|
|
|
1,652
|
|
||
Deferred income taxes
|
624
|
|
|
767
|
|
||
Amortization of excess cost of equity investments
|
45
|
|
|
45
|
|
||
Change in fair market value of derivative contracts
|
28
|
|
|
15
|
|
||
Loss on impairments and divestitures, net
|
13
|
|
|
307
|
|
||
Loss on impairments and divestitures of equity investments, net
|
—
|
|
|
344
|
|
||
Earnings from equity investments
|
(477
|
)
|
|
(343
|
)
|
||
Distributions from equity investment earnings
|
370
|
|
|
321
|
|
||
Changes in components of working capital, net of the effects of acquisitions and dispositions
|
|
|
|
||||
Accounts receivable, net
|
174
|
|
|
26
|
|
||
Income tax receivable
|
144
|
|
|
—
|
|
||
Inventories
|
(86
|
)
|
|
68
|
|
||
Other current assets
|
(2
|
)
|
|
(20
|
)
|
||
Accounts payable
|
(62
|
)
|
|
(46
|
)
|
||
Accrued interest, net of interest rate swaps
|
(158
|
)
|
|
(158
|
)
|
||
Accrued contingencies and other current liabilities
|
(23
|
)
|
|
148
|
|
||
Rate reparations, refunds and other litigation reserve adjustments
|
(100
|
)
|
|
31
|
|
||
Other, net
|
(95
|
)
|
|
(160
|
)
|
||
Net Cash Provided by Operating Activities
|
3,307
|
|
|
3,503
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Acquisitions of assets and investments, net of cash acquired
|
(4
|
)
|
|
(333
|
)
|
||
Capital expenditures
|
(2,231
|
)
|
|
(2,109
|
)
|
||
Proceeds from sale of equity interests in subsidiaries, net
|
—
|
|
|
1,402
|
|
||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
118
|
|
|
250
|
|
||
Contributions to investments
|
(631
|
)
|
|
(389
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
252
|
|
|
158
|
|
||
Other, net
|
10
|
|
|
(26
|
)
|
||
Net Cash Used in Investing Activities
|
(2,486
|
)
|
|
(1,047
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuances of debt
|
7,790
|
|
|
8,485
|
|
||
Payments of debt
|
(9,654
|
)
|
|
(9,135
|
)
|
||
Restricted cash held in escrow for debt repayment
|
—
|
|
|
(776
|
)
|
||
Debt issue costs
|
(69
|
)
|
|
(15
|
)
|
||
Cash dividends - common shares
|
(840
|
)
|
|
(839
|
)
|
||
Cash dividends - preferred shares
|
(117
|
)
|
|
(115
|
)
|
||
Contributions from investment partner
|
444
|
|
|
—
|
|
||
Contributions from noncontrolling interests - net proceeds from KML IPO
|
1,245
|
|
|
—
|
|
||
Contributions from noncontrolling interests - net proceeds from KML preferred share issuance
|
230
|
|
|
—
|
|
||
Contributions from noncontrolling interests - other
|
12
|
|
|
88
|
|
||
Distributions to noncontrolling interests
|
(26
|
)
|
|
(17
|
)
|
||
Other, net
|
(9
|
)
|
|
(8
|
)
|
||
Net Cash Used in Financing Activities
|
(994
|
)
|
|
(2,332
|
)
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
28
|
|
|
4
|
|
||
|
|
|
|
||||
Net (decrease) increase in Cash and Cash Equivalents
|
(145
|
)
|
|
128
|
|
||
Cash and Cash Equivalents, beginning of period
|
684
|
|
|
229
|
|
||
Cash and Cash Equivalents, end of period
|
$
|
539
|
|
|
$
|
357
|
|
|
|||||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Increase in property, plant and equipment from both accruals and contractor retainage
|
$
|
167
|
|
|
|
||
Assets acquired by the assumption or incurrence of liabilities
|
—
|
|
|
$
|
43
|
|
|
Net assets contributed to equity investments
|
—
|
|
|
37
|
|
||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
$
|
1,566
|
|
|
$
|
1,598
|
|
Cash (refund) paid during the period for income taxes, net
|
(144
|
)
|
|
4
|
|
|
Common stock
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued shares
|
|
Par value
|
|
Issued shares
|
|
Par value
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2016
|
2,230
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,739
|
|
|
$
|
(6,669
|
)
|
|
$
|
(661
|
)
|
|
$
|
34,431
|
|
|
$
|
371
|
|
|
$
|
34,802
|
|
Restricted shares
|
1
|
|
|
|
|
|
|
|
|
46
|
|
|
|
|
|
|
46
|
|
|
|
|
46
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
1,189
|
|
|
|
|
1,189
|
|
|
26
|
|
|
1,215
|
|
||||||||||||||
KML IPO
|
|
|
|
|
|
|
|
|
314
|
|
|
|
|
51
|
|
|
365
|
|
|
684
|
|
|
1,049
|
|
|||||||||||||
KML preferred share issuance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
230
|
|
|
230
|
|
|||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(117
|
)
|
|
|
|
(117
|
)
|
|
|
|
(117
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(840
|
)
|
|
|
|
(840
|
)
|
|
|
|
(840
|
)
|
|||||||||||||||
Impact of adoption of ASU 2016-09 (See Note 8)
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|||||||||||||||
Sale and deconsolidation of interest in Deeprock Development, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||||||||||||
Other
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
|
(17
|
)
|
|
(15
|
)
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
141
|
|
|
141
|
|
|
49
|
|
|
190
|
|
||||||||||||||
Balance at September 30, 2017
|
2,231
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
42,101
|
|
|
$
|
(6,429
|
)
|
|
$
|
(469
|
)
|
|
$
|
35,225
|
|
|
$
|
1,299
|
|
|
$
|
36,524
|
|
|
Common stock
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued shares
|
|
Par value
|
|
Issued shares
|
|
Par value
|
|
Additional
paid-in
capital
|
|
Retained
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2015
|
2,229
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,661
|
|
|
$
|
(6,103
|
)
|
|
$
|
(461
|
)
|
|
$
|
35,119
|
|
|
$
|
284
|
|
|
$
|
35,403
|
|
Restricted shares
|
1
|
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
47
|
|
|
|
|
47
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
499
|
|
|
|
|
499
|
|
|
7
|
|
|
506
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
88
|
|
|
88
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(117
|
)
|
|
|
|
(117
|
)
|
|
|
|
(117
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(839
|
)
|
|
|
|
(839
|
)
|
|
|
|
(839
|
)
|
|||||||||||||||
Other
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
(7
|
)
|
|
|
|
(7
|
)
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(96
|
)
|
|
(96
|
)
|
|
|
|
(96
|
)
|
|||||||||||||||
Balance at September 30, 2016
|
2,230
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,701
|
|
|
$
|
(6,560
|
)
|
|
$
|
(557
|
)
|
|
$
|
34,606
|
|
|
$
|
362
|
|
|
$
|
34,968
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Class P shares
|
$
|
332
|
|
|
$
|
(228
|
)
|
|
$
|
1,068
|
|
|
$
|
379
|
|
Participating securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock awards(a)
|
2
|
|
|
1
|
|
|
4
|
|
|
3
|
|
||||
Net Income (Loss) Available to Common Stockholders
|
$
|
334
|
|
|
$
|
(227
|
)
|
|
$
|
1,072
|
|
|
$
|
382
|
|
(a)
|
As of
September 30, 2017
, there were approximately
11 million
restricted stock awards.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Unvested restricted stock awards
|
10
|
|
|
9
|
|
|
9
|
|
|
8
|
|
Convertible trust preferred securities
|
3
|
|
|
8
|
|
|
3
|
|
|
8
|
|
Mandatory convertible preferred stock(a)
|
58
|
|
|
58
|
|
|
58
|
|
|
58
|
|
|
|
September 30, 2017
|
||
Assets
|
|
|
||
Total current assets
|
|
$
|
340
|
|
Property, plant and equipment, net
|
|
2,837
|
|
|
Total goodwill, deferred charges and other assets
|
|
314
|
|
|
Total assets
|
|
$
|
3,491
|
|
Liabilities
|
|
|
||
Current portion of debt
|
|
$
|
132
|
|
Total other current liabilities
|
|
242
|
|
|
Long-term debt, excluding current maturities
|
|
—
|
|
|
Total other long-term liabilities and deferred credits
|
|
397
|
|
|
Total liabilities
|
|
$
|
771
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Unsecured term loan facility, variable rate, due January 26, 2019(a)
|
$
|
—
|
|
|
$
|
1,000
|
|
Senior notes, floating rate, due January 15, 2023(a)
|
250
|
|
|
—
|
|
||
Senior notes, 1.50% through 8.05%, due 2017 through 2098(a)(b)
|
13,612
|
|
|
13,236
|
|
||
Credit facility due November 26, 2019
|
—
|
|
|
—
|
|
||
Commercial paper borrowings
|
60
|
|
|
—
|
|
||
KML Credit Facility(c)
|
132
|
|
|
—
|
|
||
KMP senior notes, 2.65% through 9.00%, due 2017 through 2044(d)
|
18,885
|
|
|
19,485
|
|
||
TGP senior notes, 7.00% through 8.375%, due 2017 through 2037(e)
|
1,240
|
|
|
1,540
|
|
||
EPNG senior notes, 5.95% through 8.625%, due 2017 through 2032(f)
|
760
|
|
|
1,115
|
|
||
CIG senior notes, 4.15% and 6.85%, due 2026 and 2037
|
475
|
|
|
475
|
|
||
Kinder Morgan Finance Company, LLC, senior notes, 6.00% and 6.40%, due 2018 and 2036
|
786
|
|
|
786
|
|
||
Hiland Partners Holdings LLC, senior note, 5.50%, due 2022(a)(g)
|
—
|
|
|
225
|
|
||
EPC Building, LLC, promissory note, 3.967%, due 2017 through 2035
|
424
|
|
|
433
|
|
||
Trust I preferred securities, 4.75%, due March 31, 2028(h)
|
221
|
|
|
221
|
|
||
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock
|
100
|
|
|
100
|
|
||
Other miscellaneous debt
|
280
|
|
|
285
|
|
||
Total debt – KMI and Subsidiaries
|
37,225
|
|
|
38,901
|
|
||
Less: Current portion of debt(i)
|
3,156
|
|
|
2,696
|
|
||
Total long-term debt – KMI and Subsidiaries(j)
|
$
|
34,069
|
|
|
$
|
36,205
|
|
(a)
|
On August 10, 2017, we entered into a
$1 billion
unsecured senior note with a fixed rate of
3.15%
and a
$250 million
, unsecured senior note with a floating rate, both due January 2023. The net proceeds from the notes were primarily used to repay the principal amount of Hiland’s
5.50%
senior notes due 2022, plus accrued interest, and to repay the
$1 billion
term loan facility due 2019. Interest on the
3.15%
senior notes due 2023 is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018, and the notes will mature on January 15, 2023. Interest on the floating rate senior notes due 2023 is payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on October 15, 2017, and such notes will mature on January 15, 2023. We may redeem all or a part of the fixed rate notes at any time at the redemption prices. The floating rate notes will not be redeemable at our option. See (b) and (g) below.
|
(b)
|
Amounts include senior notes that are denominated in Euros and have been converted to U.S. dollars and are respectively reported above at the
September 30, 2017
exchange rate of
1.1814
U.S. dollars per Euro and the
December 31, 2016
exchange rate of
1.0517
U.S. dollars per Euro. For the
nine
months ended
September 30, 2017
, our debt balance increased by
$162 million
as a result of the change in the exchange rate of U.S. dollars per Euro. The increase in debt due to the changes in exchange rates is offset by a corresponding change in the value of cross-currency swaps reflected in “Deferred charges and other assets” and “Other long-term liabilities and deferred credits” on our consolidated balance sheets. At the time of issuance, we entered into cross-currency swap agreements associated with these senior notes, effectively converting these Euro-denominated senior notes to U.S. dollars (see Note 5 “Risk Management—
Foreign Currency Risk Management
”). In June 2017, we repaid
$786 million
of maturing
7.00%
senior notes. The September 30, 2017 balance includes the
$1 billion
unsecured term note with a fixed rate of
3.15%
due January 15, 2023 discussed in (a) above.
|
(c)
|
The KML credit facility is denominated in C$ and has been converted to U.S. dollars and reported above at the
September 30, 2017
exchange rate of
0.8013
U.S. dollars per C$. See
“—Credit Facilities
” below.
|
(d)
|
In February 2017, we repaid
$600 million
of maturing
6.00%
senior notes.
|
(e)
|
In April 2017, we repaid
$300 million
of maturing
7.50%
senior notes.
|
(f)
|
In April 2017, we repaid
$355 million
of maturing
5.95%
senior notes.
|
(g)
|
In August 2017, we repaid
$225 million
of the outstanding principal amount of
5.50%
senior notes with a maturity date of May 15, 2022 using net proceeds from the sale of the January 2023 notes (see (a) above). We recognized a
$3.8 million
loss from the early extinguishment of debt, included within “Interest, net” on the accompanying consolidated statements of income for the three and nine months ended September 30, 2017 consisting of a
$9.3 million
premium on the debt repaid and a
$5.5 million
gain from the write-off of unamortized purchase accounting associated with the early extinguishment of debt.
|
(h)
|
The Trust I Preferred Securities are convertible at any time prior to the close of business on March 31, 2028, at the option of the holder. Prior to May 25, 2017, conversions of these securities were converted into the following mixed consideration: (i)
0.7197
of a share of our Class P common stock; (ii)
$25.18
in cash without interest; and (iii)
1.100
warrants to purchase a share of our Class P common stock. Our warrants expired on May 25, 2017, along with conversion of
1.100
warrants to purchase a share of our Class P common mixed consideration.
|
(i)
|
Amounts include KMI and KML outstanding credit facility borrowings, commercial paper borrowings and other debt maturing within 12 months (see “—
Current Portion of Debt
” below).
|
(j)
|
Excludes our “Debt fair value adjustments” which, as of
September 30, 2017
and
December 31, 2016
, increased our combined debt balances by
$1,047 million
and
$1,149 million
, respectively. In addition to all unamortized debt discount/premium amounts, debt issuance costs and purchase accounting on our debt balances, our debt fair value adjustments also include amounts associated with the offsetting entry for hedged debt and any unamortized portion of proceeds received from the early termination of interest rate swap agreements.
|
•
|
bankers’ acceptances or London Interbank Offered Rate loans are at an annual rate of approximately CDOR or the London Interbank Offered Rate, as the case may be, plus a fixed spread ranging from
1.50%
to
2.50%
;
|
•
|
loans in Canadian dollars or U.S. dollars are at an annual rate of approximately the Canadian prime rate or the U.S. dollar base rate, as the case may be, plus a fixed spread ranging from
0.50%
to
1.50%
, in each case, with the range dependent on the credit ratings of the Company;
|
•
|
letters of credit (under working capital facility only) will have issuance fees based on an annual rate of approximately CDOR plus a fixed spread ranging from
1.50%
to
2.50%
, with the range dependent on the credit ratings of the Company.
|
•
|
a maximum ratio of consolidated total funded debt to consolidated capitalization of
70%
;
|
•
|
restrictions on ability to incur debt;
|
•
|
restrictions on ability to make dispositions, restricted payments and investments;
|
•
|
restrictions on granting liens and on sale-leaseback transactions;
|
•
|
restrictions on ability to engage in transactions with affiliates; and
|
•
|
restrictions on ability to amend organizational documents and engage in corporate reorganization transactions.
|
Senior notes - $500 million 2.00% notes due December 2017
|
Kinder Morgan Finance Company, LLC, senior notes - $750 million 6.00% notes due January 2018
|
Senior notes - $82 million 7.00% notes due February 2018
|
KMP senior notes - $975 million 5.95% notes due February 2018
|
Senior notes - $477 million 7.25% notes due June 2018
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(18.9
|
)
|
|
MMBbl
|
Crude oil basis
|
(5.6
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(47.0
|
)
|
|
Bcf
|
Natural gas basis
|
(7.1
|
)
|
|
Bcf
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(0.9
|
)
|
|
MMBbl
|
Crude oil basis
|
(0.2
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(2.9
|
)
|
|
Bcf
|
Natural gas basis
|
(33.3
|
)
|
|
Bcf
|
NGL and other fixed price
|
(6.7
|
)
|
|
MMBbl
|
Fair Value of Derivative Contracts
|
||||||||||||||||||
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
||||||||
|
|
Location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas and crude derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
98
|
|
|
$
|
101
|
|
|
$
|
(11
|
)
|
|
$
|
(57
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
50
|
|
|
70
|
|
|
(4
|
)
|
|
(24
|
)
|
||||
Subtotal
|
|
|
|
148
|
|
|
171
|
|
|
(15
|
)
|
|
(81
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
71
|
|
|
94
|
|
|
—
|
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
191
|
|
|
206
|
|
|
(31
|
)
|
|
(57
|
)
|
||||
Subtotal
|
|
|
|
262
|
|
|
300
|
|
|
(31
|
)
|
|
(57
|
)
|
||||
Cross-currency swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(7
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
135
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||
Subtotal
|
|
|
|
135
|
|
|
—
|
|
|
(13
|
)
|
|
(31
|
)
|
||||
Total
|
|
|
|
545
|
|
|
471
|
|
|
(59
|
)
|
|
(169
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas, crude, NGL and other derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
6
|
|
|
3
|
|
|
(17
|
)
|
|
(29
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Subtotal
|
|
|
|
7
|
|
|
3
|
|
|
(18
|
)
|
|
(30
|
)
|
||||
Total
|
|
|
|
7
|
|
|
3
|
|
|
(18
|
)
|
|
(30
|
)
|
||||
Total derivatives
|
|
|
|
$
|
552
|
|
|
$
|
474
|
|
|
$
|
(77
|
)
|
|
$
|
(199
|
)
|
Derivatives in fair value hedging relationships
|
|
Location
|
|
Gain/(loss) recognized in income
on derivatives and related hedged item
|
||||||||||||||
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
Interest, net
|
|
$
|
(19
|
)
|
|
$
|
(84
|
)
|
|
$
|
(12
|
)
|
|
$
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hedged fixed rate debt
|
|
Interest, net
|
|
$
|
17
|
|
|
$
|
81
|
|
|
$
|
6
|
|
|
$
|
(323
|
)
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative (effective portion)(a) |
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI
into income (effective portion)(b) |
|
Location
|
|
Gain/(loss)
recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
||||||||||||
Energy commodity derivative contracts
|
|
$
|
(32
|
)
|
|
$
|
20
|
|
|
Revenues—Natural
gas sales |
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
Revenues—Natural
gas sales |
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other |
|
13
|
|
|
34
|
|
|
Revenues—Product
sales and other |
|
4
|
|
|
(2
|
)
|
||||||||
|
|
|
|
|
|
Costs of sales
|
|
1
|
|
|
(1
|
)
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swap
agreements(c) |
|
—
|
|
|
—
|
|
|
Interest, net
|
|
(1
|
)
|
|
(1
|
)
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
39
|
|
|
30
|
|
|
Other, net
|
|
31
|
|
|
10
|
|
|
Other, net
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
7
|
|
|
$
|
50
|
|
|
Total
|
|
$
|
48
|
|
|
$
|
39
|
|
|
Total
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative (effective portion)(a)
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI
into income (effective portion)(b)
|
|
Location
|
|
Gain/(loss)
recognized in income
on derivative
(ineffective portion
and amount
excluded from
effectiveness testing)
|
||||||||||||||||||
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
||||||||||||
Energy commodity derivative contracts
|
|
$
|
88
|
|
|
$
|
(64
|
)
|
|
Revenues—Natural
gas sales
|
|
$
|
5
|
|
|
$
|
20
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
33
|
|
|
124
|
|
|
Revenues—Product
sales and other
|
|
12
|
|
|
(7
|
)
|
||||||||
|
|
|
|
|
|
Costs of sales
|
|
5
|
|
|
(13
|
)
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swap
agreements(c) |
|
(1
|
)
|
|
(5
|
)
|
|
Interest, net
|
|
(2
|
)
|
|
(2
|
)
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
98
|
|
|
50
|
|
|
Other, net
|
|
103
|
|
|
29
|
|
|
Other, net
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
185
|
|
|
$
|
(19
|
)
|
|
Total
|
|
$
|
144
|
|
|
$
|
158
|
|
|
Total
|
|
$
|
12
|
|
|
$
|
(7
|
)
|
(a)
|
We expect to reclassify an approximate
$32 million
gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of
September 30, 2017
into earnings during the next twelve months (when the associated forecasted transactions 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).
|
(c)
|
Amounts represent our share of an equity investee’s accumulated other comprehensive loss.
|
Derivatives not designated as accounting hedges
|
|
Location
|
|
Gain/(loss) recognized in income on derivatives
|
||||||||||||||
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Energy commodity derivative contracts
|
|
Revenues—Natural gas sales
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
(4
|
)
|
|
|
Revenues—Product sales and other
|
|
(18
|
)
|
|
7
|
|
|
1
|
|
|
(7
|
)
|
||||
|
|
Costs of sales
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||
Interest rate swap agreements
|
|
Interest, net
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
63
|
|
||||
Total(a)
|
|
|
|
$
|
(16
|
)
|
|
$
|
(5
|
)
|
|
$
|
14
|
|
|
$
|
51
|
|
|
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, 2016
|
$
|
(1
|
)
|
|
$
|
(288
|
)
|
|
$
|
(372
|
)
|
|
$
|
(661
|
)
|
Other comprehensive gain before reclassifications
|
185
|
|
|
80
|
|
|
20
|
|
|
285
|
|
||||
Gains reclassified from accumulated other comprehensive loss
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
||||
KML IPO
|
—
|
|
|
44
|
|
|
7
|
|
|
51
|
|
||||
Net current-period other comprehensive income
|
41
|
|
|
124
|
|
|
27
|
|
|
192
|
|
||||
Balance as of September 30, 2017
|
$
|
40
|
|
|
$
|
(164
|
)
|
|
$
|
(345
|
)
|
|
$
|
(469
|
)
|
|
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, 2015
|
$
|
219
|
|
|
$
|
(322
|
)
|
|
$
|
(358
|
)
|
|
$
|
(461
|
)
|
Other comprehensive (loss) gain before reclassifications
|
(19
|
)
|
|
65
|
|
|
16
|
|
|
62
|
|
||||
Gains reclassified from accumulated other comprehensive loss
|
(158
|
)
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
||||
Net current-period other comprehensive (loss) income
|
(177
|
)
|
|
65
|
|
|
16
|
|
|
(96
|
)
|
||||
Balance as of September 30, 2016
|
$
|
42
|
|
|
$
|
(257
|
)
|
|
$
|
(342
|
)
|
|
$
|
(557
|
)
|
•
|
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 September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
9
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
$
|
(18
|
)
|
|
$
|
(5
|
)
|
|
$
|
132
|
|
Interest rate swap agreements
|
—
|
|
|
262
|
|
|
—
|
|
|
262
|
|
|
(11
|
)
|
|
—
|
|
|
251
|
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|
(13
|
)
|
|
—
|
|
|
122
|
|
|||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
6
|
|
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
174
|
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
131
|
|
Interest rate swap agreements
|
—
|
|
|
300
|
|
|
—
|
|
|
300
|
|
|
(18
|
)
|
|
—
|
|
|
282
|
|
|
Balance sheet liability
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Collateral posted(b)
|
||||||||||||||||
As of September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(2
|
)
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Interest rate swap agreements
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
11
|
|
|
—
|
|
|
(20
|
)
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
13
|
|
|
—
|
|
|
—
|
|
|||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(29
|
)
|
|
$
|
(82
|
)
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
43
|
|
|
$
|
37
|
|
|
$
|
(31
|
)
|
Interest rate swap agreements
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|
18
|
|
|
—
|
|
|
(39
|
)
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
(a)
|
Level 1 consists primarily of New York Mercantile Exchange natural gas futures. Level 2 consists primarily of OTC West Texas Intermediate swaps and options and NGL swaps.
|
(b)
|
Any cash collateral paid or received is reflected in this table, but only to the extent that it represents variation margins. Any amount associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from this table.
|
Significant unobservable inputs (Level 3)
|
|||||||||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives-net asset (liability)
|
|
|
|
|
|
|
|
||||||||
Beginning of Period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Total gains or (losses) included in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
End of Period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
38,272
|
|
|
$
|
40,267
|
|
|
$
|
40,050
|
|
|
$
|
41,015
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
2,022
|
|
|
$
|
2,048
|
|
|
$
|
6,283
|
|
|
$
|
5,900
|
|
Intersegment revenues
|
2
|
|
|
2
|
|
|
7
|
|
|
4
|
|
||||
CO
2
|
289
|
|
|
310
|
|
|
899
|
|
|
916
|
|
||||
Terminals
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
485
|
|
|
484
|
|
|
1,458
|
|
|
1,436
|
|
||||
Intersegment revenues
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Products Pipelines
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
411
|
|
|
415
|
|
|
1,222
|
|
|
1,204
|
|
||||
Intersegment revenues
|
1
|
|
|
4
|
|
|
10
|
|
|
12
|
|
||||
Kinder Morgan Canada
|
66
|
|
|
66
|
|
|
185
|
|
|
188
|
|
||||
Corporate and intersegment eliminations(a)
|
5
|
|
|
1
|
|
|
8
|
|
|
8
|
|
||||
Total consolidated revenues
|
$
|
3,281
|
|
|
$
|
3,330
|
|
|
$
|
10,073
|
|
|
$
|
9,669
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment EBDA(b)
|
|
|
|
|
|
|
|
||||||||
Natural Gas Pipelines
|
$
|
884
|
|
|
$
|
542
|
|
|
$
|
2,846
|
|
|
$
|
2,503
|
|
CO
2
|
197
|
|
|
217
|
|
|
636
|
|
|
608
|
|
||||
Terminals
|
314
|
|
|
294
|
|
|
925
|
|
|
856
|
|
||||
Products Pipelines
|
302
|
|
|
292
|
|
|
913
|
|
|
761
|
|
||||
Kinder Morgan Canada
|
50
|
|
|
48
|
|
|
136
|
|
|
140
|
|
||||
Total Segment EBDA
|
1,747
|
|
|
1,393
|
|
|
5,456
|
|
|
4,868
|
|
||||
DD&A
|
(562
|
)
|
|
(549
|
)
|
|
(1,697
|
)
|
|
(1,652
|
)
|
||||
Amortization of excess cost of equity investments
|
(15
|
)
|
|
(15
|
)
|
|
(45
|
)
|
|
(45
|
)
|
||||
General and administrative and corporate charges
|
(164
|
)
|
|
(163
|
)
|
|
(490
|
)
|
|
(537
|
)
|
||||
Interest, net
|
(459
|
)
|
|
(472
|
)
|
|
(1,387
|
)
|
|
(1,384
|
)
|
||||
Income tax expense
|
(160
|
)
|
|
(377
|
)
|
|
(622
|
)
|
|
(744
|
)
|
||||
Total consolidated net income (loss)
|
$
|
387
|
|
|
$
|
(183
|
)
|
|
$
|
1,215
|
|
|
$
|
506
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
51,021
|
|
|
$
|
50,428
|
|
CO
2
|
4,016
|
|
|
4,065
|
|
||
Terminals
|
9,918
|
|
|
9,725
|
|
||
Products Pipelines
|
8,505
|
|
|
8,329
|
|
||
Kinder Morgan Canada
|
1,950
|
|
|
1,572
|
|
||
Corporate assets(c)
|
4,941
|
|
|
6,108
|
|
||
Assets held for sale
|
—
|
|
|
78
|
|
||
Total consolidated assets
|
$
|
80,351
|
|
|
$
|
80,305
|
|
(a)
|
Includes a management fee for services we perform as operator of an equity investee.
|
(b)
|
Includes revenues, earnings from equity investments, other, net, less operating expenses, and other (income) expense, net, loss on impairments and divestitures, net and loss on impairments and divestitures of equity investments, net.
|
(c)
|
Includes cash and cash equivalents, margin and restricted deposits, certain prepaid assets and deferred charges, including income tax related assets, risk management assets related to debt fair value adjustments, corporate headquarters in Houston, Texas and miscellaneous corporate assets (such as information technology, telecommunications equipment and legacy operations) not allocated to the reportable segments.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income tax expense
|
$
|
160
|
|
|
$
|
377
|
|
|
$
|
622
|
|
|
$
|
744
|
|
Effective tax rate
|
29.3
|
%
|
|
194.3
|
%
|
|
33.9
|
%
|
|
59.5
|
%
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended September 30, 2017
(In Millions)
(Unaudited)
|
|||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
|||||||||||||
Total Revenues
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
2,899
|
|
|
$
|
413
|
|
|
$
|
(39
|
)
|
|
$
|
3,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
975
|
|
|
81
|
|
|
(27
|
)
|
|
1,029
|
|
|||||||
Depreciation, depletion and amortization
|
|
4
|
|
|
—
|
|
|
487
|
|
|
71
|
|
|
—
|
|
|
562
|
|
|||||||
Other operating expenses
|
|
12
|
|
|
1
|
|
|
711
|
|
|
148
|
|
|
(12
|
)
|
|
860
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
16
|
|
|
1
|
|
|
2,173
|
|
|
300
|
|
|
(39
|
)
|
|
2,451
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating (loss) income
|
|
(8
|
)
|
|
(1
|
)
|
|
726
|
|
|
113
|
|
|
—
|
|
|
830
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings from consolidated subsidiaries
|
|
690
|
|
|
688
|
|
|
111
|
|
|
15
|
|
|
(1,504
|
)
|
|
—
|
|
|||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||||
Interest, net
|
|
(174
|
)
|
|
(1
|
)
|
|
(277
|
)
|
|
(7
|
)
|
|
—
|
|
|
(459
|
)
|
|||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
9
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income Before Income Taxes
|
|
508
|
|
|
686
|
|
|
730
|
|
|
127
|
|
|
(1,504
|
)
|
|
547
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income Tax Expense
|
|
(135
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|
(6
|
)
|
|
—
|
|
|
(160
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net Income
|
|
373
|
|
|
685
|
|
|
712
|
|
|
121
|
|
|
(1,504
|
)
|
|
387
|
|
|||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net Income Attributable to Controlling Interests
|
|
373
|
|
|
685
|
|
|
712
|
|
|
121
|
|
|
(1,518
|
)
|
|
373
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Preferred Stock Dividends
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||||
Net Income Available to Common Stockholders
|
|
$
|
334
|
|
|
$
|
685
|
|
|
$
|
712
|
|
|
$
|
121
|
|
|
$
|
(1,518
|
)
|
|
$
|
334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net Income
|
|
$
|
373
|
|
|
$
|
685
|
|
|
$
|
712
|
|
|
$
|
121
|
|
|
$
|
(1,504
|
)
|
|
$
|
387
|
|
|
Total other comprehensive income (loss)
|
|
14
|
|
|
(1
|
)
|
|
(3
|
)
|
|
105
|
|
|
(71
|
)
|
|
44
|
|
|||||||
Comprehensive income
|
|
387
|
|
|
684
|
|
|
709
|
|
|
226
|
|
|
(1,575
|
)
|
|
431
|
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
|||||||
Comprehensive income attributable to controlling interests
|
|
$
|
387
|
|
|
$
|
684
|
|
—
|
|
$
|
709
|
|
|
$
|
226
|
|
|
$
|
(1,619
|
)
|
|
$
|
387
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended September 30, 2016
(In Millions)
(Unaudited)
|
|||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
|||||||||||||
Total Revenues
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
2,953
|
|
|
$
|
386
|
|
|
$
|
(18
|
)
|
|
$
|
3,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
916
|
|
|
61
|
|
|
(6
|
)
|
|
971
|
|
|||||||
Depreciation, depletion and amortization
|
|
4
|
|
|
—
|
|
|
466
|
|
|
79
|
|
|
—
|
|
|
549
|
|
|||||||
Other operating expenses
|
|
663
|
|
|
—
|
|
|
145
|
|
|
132
|
|
|
(12
|
)
|
|
928
|
|
|||||||
Total Operating Costs, Expenses and Other
|
|
667
|
|
|
—
|
|
|
1,527
|
|
|
272
|
|
|
(18
|
)
|
|
2,448
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating (loss) income
|
|
(658
|
)
|
|
—
|
|
|
1,426
|
|
|
114
|
|
|
—
|
|
|
882
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings from consolidated subsidiaries
|
|
963
|
|
|
1,004
|
|
—
|
|
99
|
|
|
14
|
|
|
(2,080
|
)
|
|
—
|
|
||||||
Losses from equity investments
|
|
—
|
|
|
—
|
|
—
|
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
||||||
Interest, net
|
|
(173
|
)
|
|
(6
|
)
|
—
|
|
(281
|
)
|
|
(12
|
)
|
|
—
|
|
|
(472
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
(1
|
)
|
|
—
|
|
—
|
|
(6
|
)
|
|
4
|
|
|
—
|
|
|
(3
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income Before Income Taxes
|
|
131
|
|
|
998
|
|
|
1,025
|
|
|
120
|
|
|
(2,080
|
)
|
|
194
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income Tax Expense
|
|
(319
|
)
|
|
(2
|
)
|
—
|
|
(22
|
)
|
|
(34
|
)
|
|
—
|
|
|
(377
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (Loss) Income
|
|
(188
|
)
|
|
996
|
|
|
1,003
|
|
|
86
|
|
|
(2,080
|
)
|
|
(183
|
)
|
|||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (Loss) Income Attributable to Controlling Interests
|
|
(188
|
)
|
|
996
|
|
|
1,003
|
|
|
86
|
|
|
(2,085
|
)
|
|
(188
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Preferred Stock Dividends
|
|
(39
|
)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Net (Loss) Income Available to Common Stockholders
|
|
(227
|
)
|
|
996
|
|
|
1,003
|
|
|
86
|
|
|
(2,085
|
)
|
|
(227
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (Loss) Income
|
|
$
|
(188
|
)
|
|
$
|
996
|
|
|
$
|
1,003
|
|
|
$
|
86
|
|
|
$
|
(2,080
|
)
|
|
$
|
(183
|
)
|
|
Total other comprehensive loss
|
|
(3
|
)
|
|
(47
|
)
|
—
|
|
(32
|
)
|
|
(31
|
)
|
|
110
|
|
|
(3
|
)
|
||||||
Comprehensive (loss) income
|
|
(191
|
)
|
|
949
|
|
|
971
|
|
|
55
|
|
|
(1,970
|
)
|
|
(186
|
)
|
|||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Comprehensive (loss) income attributable to controlling interests
|
|
$
|
(191
|
)
|
|
$
|
949
|
|
|
$
|
971
|
|
|
$
|
55
|
|
|
$
|
(1,975
|
)
|
|
$
|
(191
|
)
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Nine Months Ended September 30, 2017
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
8,959
|
|
|
$
|
1,190
|
|
|
$
|
(102
|
)
|
|
$
|
10,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
3,033
|
|
|
235
|
|
|
(68
|
)
|
|
3,200
|
|
||||||
Depreciation, depletion and amortization
|
|
12
|
|
|
—
|
|
|
1,451
|
|
|
234
|
|
|
—
|
|
|
1,697
|
|
||||||
Other operating expenses
|
|
37
|
|
|
1
|
|
|
2,065
|
|
|
375
|
|
|
(34
|
)
|
|
2,444
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
49
|
|
|
1
|
|
|
6,549
|
|
|
844
|
|
|
(102
|
)
|
|
7,341
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
|
(23
|
)
|
|
(1
|
)
|
|
2,410
|
|
|
346
|
|
|
—
|
|
|
2,732
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
2,283
|
|
|
2,258
|
|
|
323
|
|
|
50
|
|
|
(4,914
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
477
|
|
||||||
Interest, net
|
|
(528
|
)
|
|
9
|
|
|
(832
|
)
|
|
(36
|
)
|
|
—
|
|
|
(1,387
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
15
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
1,732
|
|
|
2,266
|
|
|
2,379
|
|
|
374
|
|
|
(4,914
|
)
|
|
1,837
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Tax Expense
|
|
(543
|
)
|
|
(4
|
)
|
|
(53
|
)
|
|
(22
|
)
|
|
—
|
|
|
(622
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
1,189
|
|
|
2,262
|
|
|
2,326
|
|
|
352
|
|
|
(4,914
|
)
|
|
1,215
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income Attributable to Controlling Interests
|
|
1,189
|
|
|
2,262
|
|
|
2,326
|
|
|
352
|
|
|
(4,940
|
)
|
|
1,189
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred Stock Dividends
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
||||||
Net Income Available to Common Stockholders
|
|
$
|
1,072
|
|
|
$
|
2,262
|
|
|
$
|
2,326
|
|
|
$
|
352
|
|
|
$
|
(4,940
|
)
|
|
$
|
1,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
1,189
|
|
|
$
|
2,262
|
|
|
$
|
2,326
|
|
|
$
|
352
|
|
|
$
|
(4,914
|
)
|
|
$
|
1,215
|
|
Total other comprehensive income
|
|
141
|
|
|
273
|
|
|
290
|
|
|
178
|
|
|
(692
|
)
|
|
190
|
|
||||||
Comprehensive income
|
|
1,330
|
|
|
2,535
|
|
|
2,616
|
|
|
530
|
|
|
(5,606
|
)
|
|
1,405
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
1,330
|
|
|
$
|
2,535
|
|
|
$
|
2,616
|
|
|
$
|
530
|
|
|
$
|
(5,681
|
)
|
|
$
|
1,330
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Nine Months Ended September 30, 2016
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
8,555
|
|
|
$
|
1,127
|
|
|
$
|
(39
|
)
|
|
$
|
9,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
2,261
|
|
|
197
|
|
|
(4
|
)
|
|
2,454
|
|
||||||
Depreciation, depletion and amortization
|
|
13
|
|
|
—
|
|
|
1,400
|
|
|
239
|
|
|
—
|
|
|
1,652
|
|
||||||
Other operating expenses
|
|
712
|
|
|
4
|
|
|
1,644
|
|
|
600
|
|
|
(35
|
)
|
|
2,925
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
725
|
|
|
4
|
|
|
5,305
|
|
|
1,036
|
|
|
(39
|
)
|
|
7,031
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
|
(699
|
)
|
|
(4
|
)
|
|
3,250
|
|
|
91
|
|
|
—
|
|
|
2,638
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
2,373
|
|
|
2,335
|
|
|
174
|
|
|
45
|
|
|
(4,927
|
)
|
|
—
|
|
||||||
Losses from equity investments
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Interest, net
|
|
(519
|
)
|
|
91
|
|
|
(918
|
)
|
|
(38
|
)
|
|
—
|
|
|
(1,384
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
14
|
|
|
—
|
|
|
(3
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
1,155
|
|
|
2,422
|
|
|
2,488
|
|
|
112
|
|
|
(4,927
|
)
|
|
1,250
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Tax Expense
|
|
(656
|
)
|
|
(5
|
)
|
|
(32
|
)
|
|
(51
|
)
|
|
—
|
|
|
(744
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
499
|
|
|
2,417
|
|
|
2,456
|
|
|
61
|
|
|
(4,927
|
)
|
|
506
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income Attributable to Controlling Interests
|
|
499
|
|
|
2,417
|
|
|
2,456
|
|
|
61
|
|
|
(4,934
|
)
|
|
499
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred Stock Dividends
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
||||||
Net Income Available to Common Stockholders
|
|
382
|
|
|
2,417
|
|
|
2,456
|
|
|
61
|
|
|
(4,934
|
)
|
|
382
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
499
|
|
|
$
|
2,417
|
|
|
$
|
2,456
|
|
|
$
|
61
|
|
|
$
|
(4,927
|
)
|
|
$
|
506
|
|
Total other comprehensive (loss) income
|
|
(96
|
)
|
|
(208
|
)
|
|
(261
|
)
|
|
101
|
|
|
368
|
|
|
(96
|
)
|
||||||
Comprehensive income
|
|
403
|
|
|
2,209
|
|
|
2,195
|
|
|
162
|
|
|
(4,559
|
)
|
|
410
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
403
|
|
|
$
|
2,209
|
|
|
$
|
2,195
|
|
|
$
|
162
|
|
|
$
|
(4,566
|
)
|
|
$
|
403
|
|
Condensed Consolidating Balance Sheets as of September 30, 2017
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
534
|
|
|
$
|
(6
|
)
|
|
$
|
539
|
|
Other current assets - affiliates
|
|
11,645
|
|
|
6,008
|
|
|
16,883
|
|
|
800
|
|
|
(35,336
|
)
|
|
—
|
|
||||||
All other current assets
|
|
107
|
|
|
78
|
|
|
1,680
|
|
|
213
|
|
|
(4
|
)
|
|
2,074
|
|
||||||
Property, plant and equipment, net
|
|
243
|
|
|
—
|
|
|
30,976
|
|
|
8,648
|
|
|
—
|
|
|
39,867
|
|
||||||
Investments
|
|
665
|
|
|
—
|
|
|
6,688
|
|
|
131
|
|
|
—
|
|
|
7,484
|
|
||||||
Investments in subsidiaries
|
|
26,686
|
|
|
28,372
|
|
|
5,304
|
|
|
4,012
|
|
|
(64,374
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,789
|
|
|
22
|
|
|
5,167
|
|
|
3,186
|
|
|
—
|
|
|
22,164
|
|
||||||
Notes receivable from affiliates
|
|
1,043
|
|
|
20,776
|
|
|
1,362
|
|
|
493
|
|
|
(23,674
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
5,802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,370
|
)
|
|
3,432
|
|
||||||
Other non-current assets
|
|
217
|
|
|
184
|
|
|
4,208
|
|
|
182
|
|
|
—
|
|
|
4,791
|
|
||||||
Total assets
|
|
$
|
60,208
|
|
|
$
|
55,440
|
|
|
$
|
72,268
|
|
|
$
|
18,199
|
|
|
$
|
(125,764
|
)
|
|
$
|
80,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
1,119
|
|
|
$
|
975
|
|
|
$
|
806
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
3,156
|
|
Other current liabilities - affiliates
|
|
7,808
|
|
|
16,531
|
|
|
10,313
|
|
|
684
|
|
|
(35,336
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
400
|
|
|
158
|
|
|
1,966
|
|
|
504
|
|
|
(10
|
)
|
|
3,018
|
|
||||||
Long-term debt
|
|
13,121
|
|
|
18,270
|
|
|
3,059
|
|
|
666
|
|
|
—
|
|
|
35,116
|
|
||||||
Notes payable to affiliates
|
|
1,856
|
|
|
448
|
|
|
21,015
|
|
|
355
|
|
|
(23,674
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
727
|
|
|
1,643
|
|
|
(2,370
|
)
|
|
—
|
|
||||||
All other long-term liabilities and deferred credits
|
|
679
|
|
|
102
|
|
|
1,291
|
|
|
465
|
|
|
—
|
|
|
2,537
|
|
||||||
Total liabilities
|
|
24,983
|
|
|
36,484
|
|
|
39,177
|
|
|
4,573
|
|
|
(61,390
|
)
|
|
43,827
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
35,225
|
|
|
18,956
|
|
|
33,091
|
|
|
13,626
|
|
|
(65,673
|
)
|
|
35,225
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|
1,299
|
|
||||||
Total stockholders’ Equity
|
|
35,225
|
|
|
18,956
|
|
|
33,091
|
|
|
13,626
|
|
|
(64,374
|
)
|
|
36,524
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
60,208
|
|
|
$
|
55,440
|
|
|
$
|
72,268
|
|
|
$
|
18,199
|
|
|
$
|
(125,764
|
)
|
|
$
|
80,351
|
|
Condensed Consolidating Balance Sheets as of December 31, 2016
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating
Adjustments
|
|
Consolidated KMI
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
205
|
|
|
$
|
(1
|
)
|
|
$
|
684
|
|
Other current assets - affiliates
|
|
5,739
|
|
|
1,999
|
|
|
13,207
|
|
|
655
|
|
|
(21,600
|
)
|
|
—
|
|
||||||
All other current assets
|
|
269
|
|
|
139
|
|
|
1,935
|
|
|
205
|
|
|
(3
|
)
|
|
2,545
|
|
||||||
Property, plant and equipment, net
|
|
242
|
|
|
—
|
|
|
30,795
|
|
|
7,668
|
|
|
—
|
|
|
38,705
|
|
||||||
Investments
|
|
665
|
|
|
2
|
|
|
6,236
|
|
|
124
|
|
|
—
|
|
|
7,027
|
|
||||||
Investments in subsidiaries
|
|
26,907
|
|
|
29,421
|
|
|
4,307
|
|
|
4,028
|
|
|
(64,663
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,789
|
|
|
22
|
|
|
5,167
|
|
|
3,174
|
|
|
—
|
|
|
22,152
|
|
||||||
Notes receivable from affiliates
|
|
516
|
|
|
21,608
|
|
|
1,132
|
|
|
412
|
|
|
(23,668
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
6,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,295
|
)
|
|
4,352
|
|
||||||
Other non-current assets
|
|
72
|
|
|
206
|
|
|
4,455
|
|
|
107
|
|
|
—
|
|
|
4,840
|
|
||||||
Total assets
|
|
$
|
55,317
|
|
|
$
|
53,397
|
|
|
$
|
67,243
|
|
|
$
|
16,578
|
|
|
$
|
(112,230
|
)
|
|
$
|
80,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
1,286
|
|
|
$
|
600
|
|
|
$
|
687
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
2,696
|
|
Other current liabilities - affiliates
|
|
3,551
|
|
|
13,299
|
|
|
4,197
|
|
|
553
|
|
|
(21,600
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
432
|
|
|
362
|
|
|
2,016
|
|
|
422
|
|
|
(4
|
)
|
|
3,228
|
|
||||||
Long-term debt
|
|
13,308
|
|
|
19,277
|
|
|
4,095
|
|
|
674
|
|
|
—
|
|
|
37,354
|
|
||||||
Notes payable to affiliates
|
|
1,533
|
|
|
448
|
|
|
20,520
|
|
|
1,167
|
|
|
(23,668
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
681
|
|
|
1,614
|
|
|
(2,295
|
)
|
|
—
|
|
||||||
Other long-term liabilities and deferred credits
|
|
776
|
|
|
111
|
|
|
821
|
|
|
517
|
|
|
—
|
|
|
2,225
|
|
||||||
Total liabilities
|
|
20,886
|
|
|
34,097
|
|
|
33,017
|
|
|
5,070
|
|
|
(47,567
|
)
|
|
45,503
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
34,431
|
|
|
19,300
|
|
|
34,226
|
|
|
11,508
|
|
|
(65,034
|
)
|
|
34,431
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
371
|
|
||||||
Total stockholders’ Equity
|
|
34,431
|
|
|
19,300
|
|
|
34,226
|
|
|
11,508
|
|
|
(64,663
|
)
|
|
34,802
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
55,317
|
|
|
$
|
53,397
|
|
|
$
|
67,243
|
|
|
$
|
16,578
|
|
|
$
|
(112,230
|
)
|
|
$
|
80,305
|
|
Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2017
(In Millions)
(Unaudited)
|
|||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
|||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(2,191
|
)
|
|
$
|
2,925
|
|
|
$
|
8,718
|
|
|
$
|
657
|
|
|
$
|
(6,802
|
)
|
|
$
|
3,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Acquisitions of assets and investments, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Capital expenditures
|
|
(18
|
)
|
|
—
|
|
|
(1,699
|
)
|
|
(514
|
)
|
|
—
|
|
|
(2,231
|
)
|
|||||||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
|
7
|
|
|
—
|
|
|
98
|
|
|
13
|
|
|
—
|
|
|
118
|
|
|||||||
Contributions to investments
|
|
(215
|
)
|
|
—
|
|
|
(408
|
)
|
|
(8
|
)
|
|
—
|
|
|
(631
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
1,525
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
(1,496
|
)
|
|
252
|
|
|||||||
Funding (to) from affiliates
|
|
(3,658
|
)
|
|
639
|
|
|
(5,533
|
)
|
|
(567
|
)
|
|
9,119
|
|
|
—
|
|
|||||||
Other, net
|
|
(16
|
)
|
|
24
|
|
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
10
|
|
|||||||
Net cash (used in) provided by investing activities
|
|
(2,375
|
)
|
|
663
|
|
|
(7,319
|
)
|
|
(1,078
|
)
|
|
7,623
|
|
|
(2,486
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuances of debt
|
|
7,570
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
7,790
|
|
|||||||
Payments of debt
|
|
(8,053
|
)
|
|
(600
|
)
|
|
(895
|
)
|
|
(106
|
)
|
|
—
|
|
|
(9,654
|
)
|
|||||||
Debt issue costs
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(69
|
)
|
|||||||
Cash dividends - common shares
|
|
(840
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|||||||
Cash dividends - preferred shares
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||||
Funding from (to) affiliates
|
|
5,563
|
|
|
749
|
|
|
3,197
|
|
|
(390
|
)
|
|
(9,119
|
)
|
|
—
|
|
|||||||
Contributions from investment partner
|
|
—
|
|
|
—
|
|
|
444
|
|
|
—
|
|
|
—
|
|
|
444
|
|
|||||||
Contributions from parents, including net proceeds from KML IPO and preferred share issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,483
|
|
|
(1,483
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests - net proceeds from KML IPO
|
|
4
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
1,245
|
|
||||||
Contributions from noncontrolling interests - net proceeds from KML preferred share issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
230
|
|
|||||||
Contributions from noncontrolling interests - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(3,737
|
)
|
|
(4,154
|
)
|
|
(428
|
)
|
|
8,319
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||||||
Other, net
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
4,106
|
|
|
(3,588
|
)
|
|
(1,408
|
)
|
|
722
|
|
|
(826
|
)
|
|
(994
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (decrease) increase in cash and cash equivalents
|
|
(460
|
)
|
|
—
|
|
|
(9
|
)
|
|
329
|
|
|
(5
|
)
|
|
(145
|
)
|
|||||||
Cash and cash equivalents, beginning of period
|
|
471
|
|
|
—
|
|
|
9
|
|
|
205
|
|
|
(1
|
)
|
|
684
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
534
|
|
|
$
|
(6
|
)
|
|
$
|
539
|
|
Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2016
(In Millions)
(Unaudited)
|
|||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
|||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(3,015
|
)
|
|
$
|
3,903
|
|
|
$
|
8,778
|
|
|
$
|
681
|
|
|
$
|
(6,844
|
)
|
|
$
|
3,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Acquisitions of assets and investments, net of cash acquired
|
|
(2
|
)
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|||||||
Capital expenditures
|
|
(39
|
)
|
|
—
|
|
|
(1,550
|
)
|
|
(520
|
)
|
|
—
|
|
|
(2,109
|
)
|
|||||||
Proceeds from sale of equity interests in subsidiaries, net
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|||||||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|||||||
Contributions to investments
|
|
(343
|
)
|
|
—
|
|
|
(36
|
)
|
|
(10
|
)
|
|
—
|
|
|
(389
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
1,773
|
|
|
298
|
|
|
127
|
|
|
—
|
|
|
(2,040
|
)
|
|
158
|
|
|||||||
Funding to affiliates
|
|
(2,354
|
)
|
|
(495
|
)
|
|
(3,650
|
)
|
|
(529
|
)
|
|
7,028
|
|
|
—
|
|
|||||||
Other, net
|
|
—
|
|
|
(52
|
)
|
|
37
|
|
|
(11
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
Net cash used in investing activities
|
|
(965
|
)
|
|
(249
|
)
|
|
(3,751
|
)
|
|
(1,070
|
)
|
|
4,988
|
|
|
(1,047
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuances of debt
|
|
8,111
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
8,485
|
|
|||||||
Payments of debt
|
|
(7,178
|
)
|
|
(500
|
)
|
|
(1,449
|
)
|
|
(8
|
)
|
|
—
|
|
|
(9,135
|
)
|
|||||||
Restricted cash held in escrow for debt repayment
|
|
—
|
|
|
—
|
|
—
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
||||||
Debt issue costs
|
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(15
|
)
|
|||||||
Cash dividends - common shares
|
|
(839
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(839
|
)
|
|||||||
Cash dividends - preferred shares
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||||||
Funding from affiliates
|
|
4,070
|
|
|
973
|
|
|
1,539
|
|
|
446
|
|
|
(7,028
|
)
|
|
—
|
|
|||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
88
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(4,127
|
)
|
|
(4,801
|
)
|
|
(14
|
)
|
|
8,942
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||||||
Other, net
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
4,028
|
|
|
(3,654
|
)
|
|
(5,026
|
)
|
|
423
|
|
|
1,897
|
|
|
(2,332
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net increase in cash and cash equivalents
|
|
48
|
|
|
—
|
|
|
1
|
|
|
38
|
|
|
41
|
|
|
128
|
|
|||||||
Cash and cash equivalents, beginning of period
|
|
123
|
|
|
—
|
|
|
12
|
|
|
142
|
|
|
(48
|
)
|
|
229
|
|
|||||||
Cash and cash equivalents, end of period
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
180
|
|
|
$
|
(7
|
)
|
|
$
|
357
|
|
|
Three Months Ended September 30,
|
|
|
|||||||||||
|
2017
|
|
2016
|
|
Earnings
increase/(decrease) |
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
884
|
|
|
$
|
542
|
|
|
$
|
342
|
|
|
63
|
%
|
CO
2
|
197
|
|
|
217
|
|
|
(20
|
)
|
|
(9
|
)%
|
|||
Terminals
|
314
|
|
|
294
|
|
|
20
|
|
|
7
|
%
|
|||
Products Pipelines
|
302
|
|
|
292
|
|
|
10
|
|
|
3
|
%
|
|||
Kinder Morgan Canada
|
50
|
|
|
48
|
|
|
2
|
|
|
4
|
%
|
|||
Total Segment EBDA(b)
|
1,747
|
|
|
1,393
|
|
|
354
|
|
|
25
|
%
|
|||
DD&A
|
(562
|
)
|
|
(549
|
)
|
|
(13
|
)
|
|
(2
|
)%
|
|||
Amortization of excess cost of equity investments
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative and corporate charges(c)
|
(164
|
)
|
|
(163
|
)
|
|
(1
|
)
|
|
(1
|
)%
|
|||
Interest, net(d)
|
(459
|
)
|
|
(472
|
)
|
|
13
|
|
|
3
|
%
|
|||
Income before income taxes
|
547
|
|
|
194
|
|
|
353
|
|
|
182
|
%
|
|||
Income tax expense
|
(160
|
)
|
|
(377
|
)
|
|
217
|
|
|
58
|
%
|
|||
Net income (loss)
|
387
|
|
|
(183
|
)
|
|
570
|
|
|
311
|
%
|
|||
Net income attributable to noncontrolling interests
|
(14
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
(180
|
)%
|
|||
Net income (loss) attributable to Kinder Morgan, Inc.
|
373
|
|
|
(188
|
)
|
|
561
|
|
|
298
|
%
|
|||
Preferred Stock Dividends
|
(39
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) available to common stockholders
|
$
|
334
|
|
|
$
|
(227
|
)
|
|
$
|
561
|
|
|
247
|
%
|
|
Nine Months Ended September 30,
|
|
|
|||||||||||
|
2017
|
|
2016
|
|
Earnings
increase/(decrease) |
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
2,846
|
|
|
$
|
2,503
|
|
|
$
|
343
|
|
|
14
|
%
|
CO
2
|
636
|
|
|
608
|
|
|
28
|
|
|
5
|
%
|
|||
Terminals
|
925
|
|
|
856
|
|
|
69
|
|
|
8
|
%
|
|||
Products Pipelines
|
913
|
|
|
761
|
|
|
152
|
|
|
20
|
%
|
|||
Kinder Morgan Canada
|
136
|
|
|
140
|
|
|
(4
|
)
|
|
(3
|
)%
|
|||
Total Segment EBDA(b)
|
5,456
|
|
|
4,868
|
|
|
588
|
|
|
12
|
%
|
|||
DD&A
|
(1,697
|
)
|
|
(1,652
|
)
|
|
(45
|
)
|
|
(3
|
)%
|
|||
Amortization of excess cost of equity investments
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
%
|
|||
General and administrative and corporate charges(c)
|
(490
|
)
|
|
(537
|
)
|
|
47
|
|
|
9
|
%
|
|||
Interest, net(d)
|
(1,387
|
)
|
|
(1,384
|
)
|
|
(3
|
)
|
|
—
|
%
|
|||
Income before income taxes
|
1,837
|
|
|
1,250
|
|
|
587
|
|
|
47
|
%
|
|||
Income tax expense
|
(622
|
)
|
|
(744
|
)
|
|
122
|
|
|
16
|
%
|
|||
Net income
|
1,215
|
|
|
506
|
|
|
709
|
|
|
140
|
%
|
|||
Net income attributable to noncontrolling interests
|
(26
|
)
|
|
(7
|
)
|
|
(19
|
)
|
|
(271
|
)%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
1,189
|
|
|
499
|
|
|
690
|
|
|
138
|
%
|
|||
Preferred Stock Dividends
|
(117
|
)
|
|
(117
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net income available to common stockholders
|
$
|
1,072
|
|
|
$
|
382
|
|
|
$
|
690
|
|
|
181
|
%
|
(a)
|
Includes revenues, earnings from equity investments, and other, net, less operating expenses, other expense (income), net, losses on impairments and divestitures, net and losses on impairments and divestitures of equity investments, net. Operating expenses include costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(b)
|
Three and nine month 2017 amounts include a net decrease in earnings of
$46 million
and increase in earnings of
$33 million
, respectively, and three and nine month 2016 amounts include net decreases in earnings of $429 million and $740 million, respectively, related to the combined effect of the certain items impacting Total Segment EBDA. The extent to which these items affect each of our business segments is discussed below in the footnotes to the tables within “—Segment Earnings Results.”
|
(c)
|
Three and nine month 2017 amounts include increases in expense of
$5 million
and
$8 million
, respectively, and nine month 2016 amount includes net increases in expense of $24 million related to the combined effect of the certain items related to general and administrative expense and corporate charges disclosed below in “—General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests.”
|
(d)
|
Three and nine month 2017 amounts include net decreases in expense of
$4 million
and
$21 million
, respectively, and three and nine month 2016 amounts include net decreases in expense of $31 million and $140 million, respectively, related to the combined effect of the certain items related to interest expense, net of interest income disclosed below in “—General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests.”
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Net Income (Loss) Available to Common Stockholders
|
$
|
334
|
|
|
$
|
(227
|
)
|
|
$
|
1,072
|
|
|
$
|
382
|
|
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
Certain items before book tax(a)
|
47
|
|
|
398
|
|
|
(46
|
)
|
|
624
|
|
||||
Book tax certain items(b)
|
(53
|
)
|
|
172
|
|
|
(24
|
)
|
|
70
|
|
||||
Certain items after book tax
|
(6
|
)
|
|
570
|
|
|
(70
|
)
|
|
694
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interest certain items(c)
|
—
|
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
||||
Net income available to common stockholders before certain items
|
328
|
|
|
343
|
|
|
1,003
|
|
|
1,067
|
|
||||
Add/(Subtract):
|
|
|
|
|
|
|
|
||||||||
DD&A expense(d)
|
661
|
|
|
653
|
|
|
2,018
|
|
|
1,961
|
|
||||
Total book taxes(e)
|
244
|
|
|
230
|
|
|
730
|
|
|
745
|
|
||||
Cash taxes(f)
|
(9
|
)
|
|
(22
|
)
|
|
(54
|
)
|
|
(61
|
)
|
||||
Other items(g)
|
(13
|
)
|
|
11
|
|
|
11
|
|
|
31
|
|
||||
Sustaining capital expenditures(h)
|
(156
|
)
|
|
(134
|
)
|
|
(416
|
)
|
|
(379
|
)
|
||||
DCF
|
$
|
1,055
|
|
|
$
|
1,081
|
|
|
$
|
3,292
|
|
|
$
|
3,364
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for dividends(i)
|
2,241
|
|
|
2,239
|
|
|
2,240
|
|
|
2,237
|
|
||||
DCF per common share
|
$
|
0.47
|
|
|
$
|
0.48
|
|
|
$
|
1.47
|
|
|
$
|
1.50
|
|
Declared dividend per common share
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
$
|
0.375
|
|
|
$
|
0.375
|
|
(a)
|
Consists of certain items summarized in footnotes (b) through (d) to the “
—
Results of Operations
—
Consolidated Earnings Results” tables included above, 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 and Corporate Charges, Interest, net and Noncontrolling Interests.”
|
(b)
|
Represents income tax provision on certain items, plus discrete income tax certain items. For the three and nine months ended September 30, 2017, discrete income tax items included a $36 million federal return-to-provision tax benefit as a result of the recognition of an enhanced oil recovery credit instead of deduction. For the three and nine months ended September 30, 2016, discrete income tax items included a $276 million increase in tax expense primarily due to the impact of the sale of a 50% interest in SNG discussed in Note 8 “Income Taxes” to our consolidated financial statements.
|
(c)
|
Represents noncontrolling interests share of certain items.
|
(d)
|
Includes DD&A and amortization of excess cost of equity investments. Three and nine month 2017 amounts also include $84 million and $276 million, respectively, and three and nine month 2016 amounts also include $89 million and $264 million, respectively, of our share of certain equity investees' DD&A, net of the DD&A associated with noncontrolling interests in KML and consolidating joint venture partners’ share of DD&A.
|
(e)
|
Excludes book tax certain items. Three and nine month 2017 amounts also include $31 million and $84 million, respectively, and three and nine month 2016 amounts also include $25 million and $71 million, respectively, of our share of taxable equity investees’ book tax expense.
|
(f)
|
Three and nine month 2017 amounts also include $(9) million and $(54) million, respectively, and three and nine month 2016 amounts include $(25) million and $(59) million, respectively, of our share of taxable equity investees’ cash taxes.
|
(g)
|
Amounts include non-cash compensation associated with our restricted stock program. Three and nine months ended September 30, 2017 also include a pension contribution and the noncontrolling interest portion of KML’s book taxes.
|
(h)
|
Three and nine month 2017 amounts include $(29) million and $(74) million, respectively, and three and nine month 2016 amounts include $(24) million and $(66) million, respectively, of our share of equity investees’ sustaining capital expenditures.
|
(i)
|
Includes restricted stock awards that participate in common share dividends.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
2,024
|
|
|
$
|
2,050
|
|
|
$
|
6,290
|
|
|
$
|
5,904
|
|
Operating expenses
|
(1,262
|
)
|
|
(1,199
|
)
|
|
(3,846
|
)
|
|
(3,142
|
)
|
||||
Loss on impairments and divestitures, net(b)
|
(27
|
)
|
|
(78
|
)
|
|
(27
|
)
|
|
(199
|
)
|
||||
Earnings from equity investments(b)
|
134
|
|
|
111
|
|
|
389
|
|
|
273
|
|
||||
Loss on impairments of equity investments(b)
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
(356
|
)
|
||||
Other, net
|
15
|
|
|
8
|
|
|
40
|
|
|
23
|
|
||||
Segment EBDA(b)
|
884
|
|
|
542
|
|
|
2,846
|
|
|
2,503
|
|
||||
Certain items(b)
|
44
|
|
|
417
|
|
|
6
|
|
|
547
|
|
||||
Segment EBDA before certain items
|
$
|
928
|
|
|
$
|
959
|
|
|
$
|
2,852
|
|
|
$
|
3,050
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(16
|
)
|
|
(1
|
)%
|
|
$
|
381
|
|
|
6
|
%
|
||
Segment EBDA before certain items
|
$
|
(31
|
)
|
|
(3
|
)%
|
|
$
|
(198
|
)
|
|
(6
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Natural gas transport volumes (BBtu/d)(c)
|
28,879
|
|
|
28,144
|
|
|
28,796
|
|
|
28,162
|
|
||||
Natural gas sales volumes (BBtu/d)(c)
|
2,181
|
|
|
2,438
|
|
|
2,329
|
|
|
2,350
|
|
||||
Natural gas gathering volumes (BBtu/d)(c)
|
2,523
|
|
|
2,935
|
|
|
2,635
|
|
|
3,044
|
|
||||
Crude/condensate gathering volumes (MBbl/d)(c)
|
271
|
|
|
270
|
|
|
268
|
|
|
300
|
|
(a)
|
Three and nine month 2017 amounts include decreases in revenue of $12 million and increases in revenue of $10 million, respectively, and three and nine month 2016 amounts include decreases in revenue of $2 million and $34 million, respectively, related to non-cash mark-to-market derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales. Nine month 2016 amount also includes an increase in revenue of $39 million associated with revenue collected on a customer’s early buyout of a long-term natural gas storage contract.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: three and nine month 2017 amounts also include (i) decreases in earnings of $30 million for both periods related to a non-cash impairment loss associated with the Colden storage field; (ii) increases in earnings from our equity investment in EagleHawk of $12 million for both periods related to a customer contract settlement; (iii) decreases in earnings of $7 million and $12 million, respectively, related to early termination of debt at an equity investee; and (iv) decreases in earnings of $7 million and $8 million, respectively, from other certain items. Also, nine month 2017 amount includes an increase in earnings from equity investments of $22 million on the sale of a claim related to the early termination of a long-term natural gas transportation contract of an equity investee as a result of a customer bankruptcy proceeding, and three and nine month 2016 amounts also include (i) a $350 million impairment of our equity investment in MEP; (ii) an $84 million pre-tax loss on the sale of a 50% interest in our SNG natural gas pipeline system; (iii) an increase in earnings of $18 million related to the early termination of a customer contract at an equity investee; and (iv) an increase in earnings of $1 million and a decrease in earnings $17 million, respectively, from other certain items. Nine month 2016 amount also includes decreases in earnings of (i) $106 million of project write-offs; and (ii) $13 million related to an equity investment impairment.
|
(c)
|
Joint venture throughput is reported at our ownership share. Volumes for acquired pipelines are included at our ownership share for the entire period, however, EBDA contributions from acquisitions are included only for the periods subsequent to their acquisition.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
SNG
|
$
|
(49
|
)
|
|
(62
|
)%
|
|
$
|
(85
|
)
|
|
(91
|
)%
|
South Texas Midstream
|
(18
|
)
|
|
(26
|
)%
|
|
(21
|
)
|
|
(8
|
)%
|
||
CIG
|
(12
|
)
|
|
(20
|
)%
|
|
(11
|
)
|
|
(14
|
)%
|
||
Hiland Midstream
|
(5
|
)
|
|
(10
|
)%
|
|
29
|
|
|
21
|
%
|
||
TGP
|
23
|
|
|
9
|
%
|
|
29
|
|
|
8
|
%
|
||
Elba Express
|
11
|
|
|
50
|
%
|
|
13
|
|
|
59
|
%
|
||
EPNG
|
11
|
|
|
10
|
%
|
|
6
|
|
|
4
|
%
|
||
Texas Intrastate Natural Gas Pipeline Operations
|
—
|
|
|
—
|
%
|
|
12
|
|
|
2
|
%
|
||
All others (including eliminations)
|
8
|
|
|
4
|
%
|
|
12
|
|
|
6
|
%
|
||
Total Natural Gas Pipelines
|
$
|
(31
|
)
|
|
(3
|
)%
|
|
$
|
(16
|
)
|
|
(1
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
SNG
|
$
|
(206
|
)
|
|
(70
|
)%
|
|
$
|
(350
|
)
|
|
(94
|
)%
|
South Texas Midstream
|
(42
|
)
|
|
(20
|
)%
|
|
(29
|
)
|
|
(4
|
)%
|
||
CIG
|
(41
|
)
|
|
(20
|
)%
|
|
(38
|
)
|
|
(14
|
)%
|
||
Hiland Midstream
|
(17
|
)
|
|
(11
|
)%
|
|
119
|
|
|
31
|
%
|
||
TGP
|
59
|
|
|
7
|
%
|
|
67
|
|
|
6
|
%
|
||
Elba Express
|
31
|
|
|
46
|
%
|
|
35
|
|
|
52
|
%
|
||
EPNG
|
16
|
|
|
5
|
%
|
|
15
|
|
|
3
|
%
|
||
Texas Intrastate Natural Gas Pipeline Operations
|
9
|
|
|
3
|
%
|
|
554
|
|
|
29
|
%
|
||
All others (including eliminations)
|
(7
|
)
|
|
(1
|
)%
|
|
8
|
|
|
1
|
%
|
||
Total Natural Gas Pipelines
|
$
|
(198
|
)
|
|
(6
|
)%
|
|
$
|
381
|
|
|
6
|
%
|
•
|
decreases of $49 million (62%) and $206 million (70%), respectively, from SNG due to our sale of a 50% interest in SNG to The Southern Company on September 1, 2016;
|
•
|
decreases of $18 million (26%) and $42 million (20%), respectively, from South Texas Midstream primarily due to lower volumes on commodity based service revenues and residue gas sales, partially offset by higher revenues due to NGL prices, and for the nine month period, higher costs due to index prices;
|
•
|
decreases of $12 million (20%) and $41 million (20%), respectively, from CIG primarily due to a decrease in tariff rates effective January 1, 2017 as a result of a rate case settlement entered into in 2016;
|
•
|
decreases of $5 million (10%) and $17 million (11%), respectively, from Hiland Midstream primarily due to lower crude oil margins driven by lower crude oil gathering and delivery volumes and higher operating expenses partially offset by higher natural gas margins primarily due to higher NGL prices and renegotiated contracts. The increases in revenues of $29 million and $119 million, respectively, resulted primarily from an increase in natural gas revenue due to higher commodity prices which was largely offset by a corresponding increase in costs of sales;
|
•
|
increases of $23 million (9%) and $59 million (7%), respectively, from TGP primarily due to higher firm transportation revenues driven by incremental capacity sales and an expansion project placed in service fourth quarter 2016;
|
•
|
increases of $11 million (50%) and $31 million (46%), respectively, from Elba Express primarily due to an expansion project placed in service in December 2016;
|
•
|
increases of $11 million (10%) and $16 million (5%), respectively, from EPNG primarily due to higher transportation revenues driven by incremental Permian capacity sales and an increase in volumes due to the ramp up of existing customer volumes associated with an expansion project; and
|
•
|
flat and increase of $9 million (3%), respectively, from our Texas intrastate natural gas pipeline operations (including the operations of its Kinder Morgan Tejas, Border, Kinder Morgan Texas, North Texas and Mier-Monterrey Mexico pipeline systems). The quarter-to-date results were primarily affected by higher park and loan revenues and transportation margins offset by lower storage and sales margins. The year-to-date increase was primarily due to higher transportation margins as a result of higher volumes and higher park and loan revenues partially offset by lower storage and sales margins. The increases in revenues of $12 million and $554 million, respectively, resulted primarily from an increase in sales revenue due to higher commodity prices which was largely offset by a corresponding increase in costs of sales.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
289
|
|
|
$
|
310
|
|
|
$
|
899
|
|
|
$
|
916
|
|
Operating expenses
|
(102
|
)
|
|
(102
|
)
|
|
(294
|
)
|
|
(302
|
)
|
||||
Gain (loss) on impairments and divestitures, net(b)
|
—
|
|
|
—
|
|
|
1
|
|
|
(20
|
)
|
||||
Earnings from equity investments(b)
|
10
|
|
|
9
|
|
|
30
|
|
|
14
|
|
||||
Segment EBDA(b)
|
197
|
|
|
217
|
|
|
636
|
|
|
608
|
|
||||
Certain items(b)
|
20
|
|
|
12
|
|
|
23
|
|
|
73
|
|
||||
Segment EBDA before certain items
|
$
|
217
|
|
|
$
|
229
|
|
|
$
|
659
|
|
|
$
|
681
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(13
|
)
|
|
(4
|
)%
|
|
$
|
(33
|
)
|
|
(3
|
)%
|
||
Segment EBDA before certain items
|
$
|
(12
|
)
|
|
(5
|
)%
|
|
$
|
(22
|
)
|
|
(3
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Southwest Colorado CO
2
production (gross)(Bcf/d)(c)
|
1.2
|
|
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
||||
Southwest Colorado CO
2
production (net)(Bcf/d)(c)
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
||||
SACROC oil production (gross)(MBbl/d)(d)
|
27.5
|
|
|
28.9
|
|
|
27.7
|
|
|
29.7
|
|
||||
SACROC oil production (net)(MBbl/d)(e)
|
22.9
|
|
|
24.1
|
|
|
23.1
|
|
|
24.8
|
|
||||
Yates oil production (gross)(MBbl/d)(d)
|
17.1
|
|
|
17.9
|
|
|
17.5
|
|
|
18.5
|
|
||||
Yates oil production (net)(MBbl/d)(e)
|
7.6
|
|
|
7.9
|
|
|
7.8
|
|
|
8.2
|
|
||||
Katz, Goldsmith and Tall Cotton oil production (gross)(MBbl/d)(d)
|
8.4
|
|
|
6.9
|
|
|
7.9
|
|
|
6.9
|
|
||||
Katz, Goldsmith and Tall Cotton oil production (net)(MBbl/d)(e)
|
7.1
|
|
|
5.8
|
|
|
6.7
|
|
|
5.8
|
|
||||
NGL sales volumes (net)(MBbl/d)(e)
|
9.6
|
|
|
10.6
|
|
|
9.9
|
|
|
10.3
|
|
||||
Realized weighted-average oil price per Bbl(f)
|
$
|
58.29
|
|
|
$
|
62.12
|
|
|
$
|
58.08
|
|
|
$
|
61.27
|
|
Realized weighted-average NGL price per Bbl(g)
|
$
|
24.79
|
|
|
$
|
18.03
|
|
|
$
|
23.92
|
|
|
$
|
16.42
|
|
(a)
|
Three and nine month 2017 amounts include unrealized losses of $20 million and $33 million, respectively, and three and nine month 2016 amounts include unrealized losses of $12 million and $40 million, respectively, related to non-cash mark to market derivative contracts used to hedge forecasted commodity sales. Nine month 2017 amount also includes an increase in revenues of $9 million related to the settlement of a CO
2
customer sales contract.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: nine month 2017 amount also includes a $1 million decrease in expense related to source and transportation project write-offs, and nine month 2016 amount also includes a decrease of $12 million in
|
(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 and a 100% working interest in the Tall Cotton field.
|
(e)
|
Net after royalties and outside working interests.
|
(f)
|
Includes all crude oil production properties.
|
(g)
|
Includes production attributable to leasehold ownership and production attributable to our ownership in processing plants and third party processing agreements.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(4
|
)
|
|
(5
|
)%
|
Oil and Gas Producing Activities
|
(12
|
)
|
|
(8
|
)%
|
|
(11
|
)
|
|
(4
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
2
|
|
|
20
|
%
|
||
Total CO
2
|
$
|
(12
|
)
|
|
(5
|
)%
|
|
$
|
(13
|
)
|
|
(4
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
11
|
|
|
5
|
%
|
|
$
|
4
|
|
|
2
|
%
|
Oil and Gas Producing Activities
|
(33
|
)
|
|
(7
|
)%
|
|
(35
|
)
|
|
(5
|
)%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
(2
|
)
|
|
(7
|
)%
|
||
Total CO
2
|
$
|
(22
|
)
|
|
(3
|
)%
|
|
$
|
(33
|
)
|
|
(3
|
)%
|
•
|
flat and increase of $11 million (5%), respectively, from our Source and Transportation activities. Quarter-to-date results were impacted by lower revenues of $4 million driven by lower volumes of $6 million partially offset by higher contract sales prices of $2 million which were offset by lower operating expenses of $3 million and increased earnings from an equity investee of $1 million. The year-to-date increase was primarily due to higher revenues of $4 million driven by increased volumes of $9 million partially offset by lower contract sales prices of $5 million, $4 million related to increased earnings from an equity investee and lower operating expenses of $3 million; and
|
•
|
decreases of $12 million (8%) and $33 million (7%), respectively, from our Oil and Gas Producing activities primarily due to decreased revenues of $11 million and $35 million, respectively, driven by lower volumes of $5 million and $26 million, respectively, and lower commodity prices of $6 million and $9 million, respectively. These decreases were also impacted by an increase of $1 million and a decrease of $2 million, respectively, in operating expenses.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues(a)
|
$
|
485
|
|
|
$
|
484
|
|
|
$
|
1,459
|
|
|
$
|
1,437
|
|
Operating expenses
|
(202
|
)
|
|
(194
|
)
|
|
(575
|
)
|
|
(580
|
)
|
||||
Gain (loss) on impairments and divestitures, net(b)
|
22
|
|
|
(4
|
)
|
|
16
|
|
|
(21
|
)
|
||||
Earnings from equity investments
|
6
|
|
|
6
|
|
|
18
|
|
|
17
|
|
||||
Other, net
|
3
|
|
|
2
|
|
|
7
|
|
|
3
|
|
||||
Segment EBDA(b)
|
314
|
|
|
294
|
|
|
925
|
|
|
856
|
|
||||
Certain items(b)
|
(18
|
)
|
|
(1
|
)
|
|
(28
|
)
|
|
8
|
|
||||
Segment EBDA before certain items
|
$
|
296
|
|
|
$
|
293
|
|
|
$
|
897
|
|
|
$
|
864
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
5
|
|
|
1
|
%
|
|
$
|
37
|
|
|
3
|
%
|
||
Segment EBDA before certain items
|
$
|
3
|
|
|
1
|
%
|
|
$
|
33
|
|
|
4
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Bulk transload tonnage (MMtons)
|
15.5
|
|
|
15.0
|
|
|
44.4
|
|
|
41.1
|
|
||||
Ethanol (MMBbl)
|
17.8
|
|
|
17.3
|
|
|
51.3
|
|
|
48.9
|
|
||||
Liquids leasable capacity (MMBbl)
|
85.8
|
|
|
84.7
|
|
|
85.8
|
|
|
84.7
|
|
||||
Liquids utilization %(c)
|
93.9
|
%
|
|
96.1
|
%
|
|
93.9
|
%
|
|
96.1
|
%
|
(a)
|
Three and nine month 2017 amounts include increases in revenue of $2 million and $7 million, respectively, and three and nine month 2016 amounts include increases in revenue of $6 million and $22 million, respectively, from the amortization of a fair value adjustment (associated with the below market contracts assumed upon acquisition) from our Jones Act tankers.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: three and nine month 2017 amounts also include an increase in earnings of $23 million for both periods primarily related to the sale of a 40% membership interest in the Deeprock Development joint venture in July 2017; partially offset by decreases in earnings of $7 million for both periods related to hurricane repairs, and nine month 2017 amount also includes (i) decreases in expense of $10 million related to a true-up of accrued dredging costs; (ii) losses of $8 million related to impairments and divestitures, net; and (iii) an increase in earnings of $3 million related to other certain items; and three and nine month 2016 amounts also include increases in expense of $5 million and $10 million, respectively, related to other certain items, and nine month 2016 amount also includes $20 million related to losses on impairments and divestitures, net.
|
(c)
|
The ratio of our actual leased capacity to our estimated potential capacity.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Marine Operations
|
$
|
13
|
|
|
33
|
%
|
|
$
|
21
|
|
|
36
|
%
|
Gulf Liquids
|
2
|
|
|
3
|
%
|
|
7
|
|
|
8
|
%
|
||
Gulf Central
|
(5
|
)
|
|
(20
|
)%
|
|
(5
|
)
|
|
(14
|
)%
|
||
Held for sale operations
|
(5
|
)
|
|
(100
|
)%
|
|
(16
|
)
|
|
(100
|
)%
|
||
All others (including intrasegment eliminations)
|
(2
|
)
|
|
(1
|
)%
|
|
(2
|
)
|
|
(1
|
)%
|
||
Total Terminals
|
$
|
3
|
|
|
1
|
%
|
|
$
|
5
|
|
|
1
|
%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Marine Operations
|
$
|
34
|
|
|
32
|
%
|
|
$
|
55
|
|
|
34
|
%
|
Gulf Liquids
|
15
|
|
|
8
|
%
|
|
28
|
|
|
11
|
%
|
||
Gulf Central
|
(9
|
)
|
|
(11
|
)%
|
|
(5
|
)
|
|
(5
|
)%
|
||
Held for sale operations
|
(13
|
)
|
|
(100
|
)%
|
|
(41
|
)
|
|
(87
|
)%
|
||
All others (including intrasegment eliminations)
|
6
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
||
Total Terminals
|
$
|
33
|
|
|
4
|
%
|
|
$
|
37
|
|
|
3
|
%
|
•
|
increases of $13 million (33%) and $34 million (32%), respectively, from our Marine Operations related to the incremental earnings from the May 2016, July 2016, September 2016, December 2016, March 2017, June 2017 and July 2017 deliveries of the Jones Act tankers, the
Magnolia State, Garden State, Bay State, American Endurance,
American Freedom
,
Palmetto State and American Liberty,
respectively, partially offset by decreased charter rates on the
Golden State
,
Pelican State, Sunshine State and Empire State
Jones Act tankers;
|
•
|
increases of $2 million (3%) and $15 million (8%), respectively, from our Gulf Liquids terminals, primarily related to higher volumes as a result of various expansion projects, including the recently commissioned Kinder Morgan Export Terminal and North Docks terminal, partially offset by lost revenue associated with Hurricane Harvey-related operational disruptions;
|
•
|
decreases of $5 million (20%) and $9 million (11%), respectively, from our Gulf Central terminals, primarily related to the sale of a 40% membership interest in the Deeprock Development joint venture in July 2017 and the subsequent change in accounting treatment of our retained 11% membership interest as well as lost revenue associated with Hurricane Harvey-related operational disruptions; and
|
•
|
decreases of $5 million (100%) and $13 million (100%), respectively, from our sale of certain bulk terminal facilities to an affiliate of Watco Companies, LLC in December 2016 and early 2017.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues
|
$
|
412
|
|
|
$
|
419
|
|
|
$
|
1,232
|
|
|
$
|
1,216
|
|
Operating expenses(a)
|
(124
|
)
|
|
(138
|
)
|
|
(353
|
)
|
|
(432
|
)
|
||||
Loss on impairments and divestitures, net(b)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(74
|
)
|
||||
Earnings from equity investments
|
17
|
|
|
12
|
|
|
40
|
|
|
40
|
|
||||
Gain on divestiture of equity investment(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Other, net
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
||||
Segment EBDA(a)(b)(c)
|
302
|
|
|
292
|
|
|
913
|
|
|
761
|
|
||||
Certain items(a)(b)(c)
|
—
|
|
|
1
|
|
|
(34
|
)
|
|
112
|
|
||||
Segment EBDA before certain items
|
$
|
302
|
|
|
$
|
293
|
|
|
$
|
879
|
|
|
$
|
873
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues before certain items
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
$
|
16
|
|
|
1
|
%
|
||
Segment EBDA before certain items
|
$
|
9
|
|
|
3
|
%
|
|
$
|
6
|
|
|
1
|
%
|
||
|
|
|
|
|
|
|
|
||||||||
Gasoline (MMBbl)(d)
|
98.6
|
|
|
97.4
|
|
|
284.3
|
|
|
280.9
|
|
||||
Diesel fuel (MMBbl)
|
33.4
|
|
|
32.9
|
|
|
94.8
|
|
|
94.7
|
|
||||
Jet fuel (MMBbl)
|
27.5
|
|
|
27.9
|
|
|
81.2
|
|
|
79.0
|
|
||||
Total refined product volumes (MMBbl)(e)
|
159.5
|
|
|
158.2
|
|
|
460.3
|
|
|
454.6
|
|
||||
NGL (MMBbl)(e)
|
10.0
|
|
|
9.9
|
|
|
30.5
|
|
|
28.9
|
|
||||
Crude and condensate (MMBbl)(e)
|
26.6
|
|
|
28.8
|
|
|
88.1
|
|
|
87.6
|
|
||||
Total delivery volumes (MMBbl)
|
196.1
|
|
|
196.9
|
|
|
578.9
|
|
|
571.1
|
|
||||
Ethanol (MMBbl)(f)
|
11.1
|
|
|
10.9
|
|
|
31.7
|
|
|
31.7
|
|
(a)
|
Nine month 2017 amounts include a decrease in expense of $34 million related to a right-of-way settlement, and nine month 2016 amount includes increases in expense of $31 million of rate case liability estimate adjustments associated with prior periods and $20 million related to a legal settlement.
|
(b)
|
Three and nine month 2016 amounts include increases in expense of $1 million and $9 million, respectively, of non-cash impairment charges related to the sale of a Transmix facility; and nine month 2016 amount also includes an increase in expense of $64 million related to the Palmetto project write-off.
|
(c)
|
Nine month 2016 amount includes $12 million of gains related to the sale of an equity investment.
|
(d)
|
Volumes include ethanol pipeline volumes.
|
(e)
|
Joint venture throughput is reported at our ownership share.
|
(f)
|
Represents total ethanol volumes, including ethanol pipeline volumes included in gasoline volumes above.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Plantation Pipe Line
|
$
|
5
|
|
|
36
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Pacific operations
|
4
|
|
|
5
|
%
|
|
4
|
|
|
3
|
%
|
||
South East Terminals
|
4
|
|
|
22
|
%
|
|
2
|
|
|
7
|
%
|
||
Crude & Condensate Pipeline
|
(2
|
)
|
|
(4
|
)%
|
|
(3
|
)
|
|
(5
|
)%
|
||
Double H pipeline
|
—
|
|
|
—
|
%
|
|
(2
|
)
|
|
(11
|
)%
|
||
Parkway pipeline
|
—
|
|
|
—
|
%
|
|
(1
|
)
|
|
(100
|
)%
|
||
All others (including eliminations)
|
(2
|
)
|
|
(2
|
)%
|
|
(7
|
)
|
|
(4
|
)%
|
||
Total Products Pipelines
|
$
|
9
|
|
|
3
|
%
|
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Plantation Pipe Line
|
$
|
2
|
|
|
4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Pacific operations
|
3
|
|
|
1
|
%
|
|
6
|
|
|
2
|
%
|
||
South East Terminals
|
2
|
|
|
4
|
%
|
|
3
|
|
|
3
|
%
|
||
Crude & Condensate Pipeline
|
1
|
|
|
1
|
%
|
|
5
|
|
|
3
|
%
|
||
Double H pipeline
|
4
|
|
|
10
|
%
|
|
2
|
|
|
4
|
%
|
||
Parkway pipeline
|
(3
|
)
|
|
(100
|
)%
|
|
(1
|
)
|
|
(100
|
)%
|
||
All others (including eliminations)
|
(3
|
)
|
|
(1
|
)%
|
|
1
|
|
|
—
|
%
|
||
Total Products Pipelines
|
$
|
6
|
|
|
1
|
%
|
|
$
|
16
|
|
|
1
|
%
|
•
|
increases of $5 million (36%) and $2 million (4%), respectively, from our equity investment in Plantation Pipe Line primarily due to a favorable adjustment made in the third quarter of 2017 to depreciation expense related to a change in depreciation rate partially offset by higher operating costs attributable to a project write-off and higher pipeline environmental costs;
|
•
|
increases of $4 million (5%) and $3 million (1%), respectively, from Pacific operations primarily due to higher service revenues driven by an increase in volumes;
|
•
|
increases of $4 million (22%) and $2 million (4%), respectively, from South East Terminals primarily due to higher revenues driven by higher volumes and favorable property taxes;
|
•
|
decrease of $2 million (4%) and increase of $1 million (1%), respectively, from Kinder Morgan Crude & Condensate Pipeline. The quarter-to-date decrease was primarily due to lower services revenues driven by a decrease in pipeline throughput volumes as a result of lower volumes during Hurricane Harvey. The year-to-date increase was primarily due to favorable product sales impacting margins:
|
•
|
flat and increase of $4 million (10%), respectively, from Double H pipeline. The quarter-to-date results were affected by lower service revenues driven by lower volumes offset by a favorable change in physical product gain/loss affecting operating costs. The year-to-date increase was primarily due to higher service revenues driven by higher volumes and a favorable change in physical product gain/loss affecting operating costs; and
|
•
|
flat and decrease of $3 million (100%), respectively, from Parkway pipeline due to our sale of our 50% interest in Parkway pipeline to Valero Energy Corp. on July 1, 2016.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except operating statistics)
|
||||||||||||||
Revenues
|
$
|
66
|
|
|
$
|
66
|
|
|
$
|
185
|
|
|
$
|
188
|
|
Operating expenses
|
(24
|
)
|
|
(21
|
)
|
|
(67
|
)
|
|
(60
|
)
|
||||
Other, net
|
8
|
|
|
3
|
|
|
18
|
|
|
12
|
|
||||
Segment EBDA
|
$
|
50
|
|
|
$
|
48
|
|
|
$
|
136
|
|
|
$
|
140
|
|
|
|
|
|
|
|
|
|
||||||||
Change from prior period
|
Increase/(Decrease)
|
||||||||||||||
Revenues
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(3
|
)
|
|
(2
|
)%
|
||
Segment EBDA
|
$
|
2
|
|
|
4
|
%
|
|
$
|
(4
|
)
|
|
(3
|
)%
|
||
|
|
|
|
|
|
|
|
||||||||
Transport volumes (MMBbl)(a)
|
29.3
|
|
|
30.7
|
|
|
84.4
|
|
|
88.1
|
|
(a)
|
Represents Trans Mountain pipeline system volumes.
|
|
Three Months Ended September 30,
|
|
|
|||||||||||
|
2017
|
|
2016
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative and corporate charges(a)
|
$
|
164
|
|
|
$
|
163
|
|
|
$
|
1
|
|
|
1
|
%
|
Certain items(a)
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
n/a
|
|
|||
General and administrative and corporate charges before certain items(a)
|
$
|
159
|
|
|
$
|
163
|
|
|
$
|
(4
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Interest, net(b)
|
$
|
459
|
|
|
$
|
472
|
|
|
$
|
(13
|
)
|
|
(3
|
)%
|
Certain items(b)
|
4
|
|
|
31
|
|
|
(27
|
)
|
|
(87
|
)%
|
|||
Interest, net, before certain items
|
$
|
463
|
|
|
$
|
503
|
|
|
$
|
(40
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
180
|
%
|
Noncontrolling interests associated with certain items(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
180
|
%
|
|
Nine Months Ended September 30,
|
|
|
|||||||||||
|
2017
|
|
2016
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative and corporate charges(a)
|
$
|
490
|
|
|
$
|
537
|
|
|
$
|
(47
|
)
|
|
(9
|
)%
|
Certain items(a)
|
(8
|
)
|
|
(24
|
)
|
|
16
|
|
|
67
|
%
|
|||
General and administrative and corporate charges before certain items(a)
|
$
|
482
|
|
|
$
|
513
|
|
|
$
|
(31
|
)
|
|
(6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Interest, net(b)
|
$
|
1,387
|
|
|
$
|
1,384
|
|
|
$
|
3
|
|
|
—
|
%
|
Certain items(b)
|
21
|
|
|
140
|
|
|
(119
|
)
|
|
(85
|
)%
|
|||
Interest, net, before certain items
|
$
|
1,408
|
|
|
$
|
1,524
|
|
|
$
|
(116
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
$
|
26
|
|
|
$
|
7
|
|
|
$
|
19
|
|
|
271
|
%
|
Noncontrolling interests associated with certain items(c)
|
(1
|
)
|
|
9
|
|
|
(10
|
)
|
|
(111
|
)%
|
|||
Net income attributable to noncontrolling interests before certain items
|
$
|
25
|
|
|
$
|
16
|
|
|
$
|
9
|
|
|
56
|
%
|
(a)
|
Three and nine month 2017 amounts include (i) increases in expense of $1 million and $3 million, respectively, related to certain corporate litigation matters; and (ii) an increase in expense of $4 million and a decrease in expense of $2 million, respectively, related to other certain items. Nine month 2017 amount also includes an increase in expense of $7 million for acquisition and divestiture related costs. Three and nine month 2016 amounts include (i) a decrease in expense of $1 million and an increase in expense of $7 million, respectively, related to certain corporate legal matters; (ii) increases in expense of $1 million and $13 million, respectively, related to severance costs; (iii) increases in expense of $4 million and $12 million, respectively, related to acquisition and divestiture related costs; and (iv) decreases in expense of $4 million and $8 million, respectively, related to other certain items.
|
(b)
|
Three and nine month 2017 amounts include (i) decreases in interest expense of $6 million and $35 million, respectively, related to debt fair value adjustments associated with acquisitions; and (ii) increases in interest expense of $2 million and $6 million, respectively, related to non-cash true-ups of our estimates of swap ineffectiveness. Also, nine month 2017 amounts include increases in interest expense of $8 million related to other certain items. Three and nine month 2016 amounts include (i) decreases in interest expense of $47 million and $84 million, respectively, related to debt fair value adjustments associated with acquisitions; and (ii) an increase in interest expense of $16 million and a decrease in interest expense of $56 million, respectively, related to non-cash true-ups of our estimates of swap ineffectiveness.
|
(c)
|
Nine month 2017 amount includes a gain of $1 million associated with Terminals segment certain items and disclosed above in “—Terminals.” Nine month 2016 amount includes a loss of $9 million associated with Natural Gas Pipelines segment certain items and disclosed above in “—Natural Gas Pipelines.”
|
|
Nine Months Ended September 30, 2017
|
|
2017 Remaining
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(a)(c)
|
$
|
416
|
|
|
$
|
177
|
|
|
$
|
593
|
|
KMI Discretionary capital investments(b)(c)(d)(e)
|
$
|
2,289
|
|
|
$
|
770
|
|
|
$
|
3,059
|
|
KML Discretionary capital investments post IPO(c)
|
$
|
240
|
|
|
$
|
205
|
|
|
$
|
445
|
|
(a)
|
Nine
months ended September 30, 2017, 2017 Remaining, and Total 2017 amounts include $74 million, $34 million, and $108 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.
|
(b)
|
Nine months ended September 30, 2017 is net of $216 million of contributions from certain partners for capital investments at non-wholly owned consolidated subsidiaries offset by $570 million of our contributions to certain unconsolidated joint ventures for capital investments.
|
(c)
|
Nine months ended September 30, 2017 includes $286 million of net changes from accrued capital expenditures, contractor retainage, and other.
|
(d)
|
Nine months ended September 30, 2017 includes $107 million of capital spent on Canadian projects prior to KML’s May 25, 2017 IPO and excludes KML capital expenditures thereafter as it has the capacity to draw on its construction credit facility to fund its capital expenditures.
|
(e)
|
2017 Remaining amount includes our estimated contributions to certain unconsolidated joint ventures, net of contributions estimated from certain partners in non-wholly owned consolidated subsidiaries for capital investments.
|
•
|
a $148 million decrease in operating cash flow resulting from the combined effects of adjusting the $709 million increase in net income for the period-to-period net decrease in non-cash items including the following: (i) net losses on
|
•
|
a $48 million decrease associated with net changes in working capital items and non-current assets and liabilities, primarily driven, among other things, by a decrease in cash related to gas in underground storage inventory resulting from an increase in storage injections and price increases, and payments related to certain litigation matters. These decreases were partially offset by an increase in cash due to a $144 million income tax refund received in 2017.
|
•
|
a $1,402 million increase in cash used due to proceeds received in the 2016 period from the sale of a 50% equity interest in SNG;
|
•
|
a $242 million increase in cash used for contributions to equity investments primarily due to the contributions we made in 2017 to Utopia Holding LLC, Fayetteville Express Pipeline LLC and SNG;
|
•
|
$132 million lower cash proceeds from sales of property, plant and equipment and other net assets, primarily driven by the higher proceeds we received in 2016 from sales of other long-lived assets; and
|
•
|
a $122 million increase in capital expenditures primarily due to higher expenditures related to natural gas and Trans Mountain expansion projects, offset in part by lower expenditures in the Terminals segment; partially offset by
|
•
|
a $329 million decrease in expenditures for acquisitions of assets and investments, primarily driven by the $324 million portion of the purchase price we paid in the 2016 period for the BP terminals acquisition; and
|
•
|
a $94 million increase in cash for distributions received from equity investments in excess of cumulative earnings, primarily driven by the higher distributions from Midcontinent Express Pipeline LLC and Ruby Pipeline Holding Company, L.L.C.
|
•
|
a $1,399 million increase in cash due to contributions from noncontrolling interests, primarily reflecting $1,245 million in net proceeds received from the May 2017 KML IPO and $230 million net proceeds received from the KML preferred share issuance in the third quarter of 2017, compared with $84 million of contributions received from BP for its 25% share of a newly formed joint venture in the 2016 period;
|
•
|
a $776 million increase in cash resulting from cash held in “Restricted deposits” at September 30, 2016 for an October, 2016 debt repayment; and
|
•
|
a $444 million increase in cash resulting from contributions received in the 2017 period from EIG, consisting of $386 million for the sale of a 49% partnership interest in ELC and $58 million as additional contributions for 2017 capital expenditures; partially offset by
|
•
|
a $1,268 million net increase in cash used related to debt activity as a result of higher net debt payments in the 2017 period compared to the 2016 period. 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, 2016
|
|
$
|
0.125
|
|
|
January 18, 2017
|
|
February 1, 2017
|
|
February 15, 2017
|
March 31, 2017
|
|
$
|
0.125
|
|
|
April 19, 2017
|
|
May 1, 2017
|
|
May 15, 2017
|
June 30, 2017
|
|
$
|
0.125
|
|
|
July 19, 2017
|
|
July 31, 2017
|
|
August 15, 2017
|
September 30, 2017
|
|
$
|
0.125
|
|
|
October 18, 2017
|
|
October 31, 2017
|
|
November 15, 2017
|
Period
|
|
Total dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
October 26, 2016 through January 25, 2017
|
|
$
|
24.375
|
|
|
October 19, 2016
|
|
January 11, 2017
|
|
January 26, 2017
|
January 26, 2017 through April 25, 2017
|
|
$
|
24.375
|
|
|
January 18, 2017
|
|
April 11, 2017
|
|
April 26, 2017
|
April 26, 2017 through July 25, 2017
|
|
$
|
24.375
|
|
|
April 19, 2017
|
|
July 11, 2017
|
|
July 26, 2017
|
July 26, 2017 through October 25, 2017
|
|
$
|
24.375
|
|
|
July 19, 2017
|
|
October 11, 2017
|
|
October 26, 2017
|
3.1
|
|
*
|
|
|
|
|
|
3.2
|
|
*
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
*
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016; (ii) our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016; (iii) our Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016; (iv) our Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; (v) our Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2017 and 2016; and (vi) the notes to our Consolidated Financial Statements.
|
|
KINDER MORGAN, INC.
|
|
|
|
Registrant
|
Date:
|
October 20, 2017
|
|
By:
|
|
/s/ Kimberly A. Dang
|
|
|
|
|
|
Kimberly A. Dang
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
|
/s/ Anthony Ashley
|
|
Anthony Ashley
|
|
Vice President and Treasurer
|
|
/s/ Kimberly Dang
|
|
Kimberly Dang
|
|
Vice President and Chief Financial Officer
|
NO. [__]
CUSIP No. 49456BAM3
|
3.150% NOTE DUE 2023
|
U.S.$[________]
|
By:
|
|
|
Anthony Ashley
|
|
Vice President and Treasurer
|
By:
|
|
|
Authorized Signatory
|
|
/s/ Anthony Ashley
|
|
Anthony Ashley
|
|
Vice President and Treasurer
|
|
/s/ Kimberly Dang
|
|
Kimberly Dang
|
|
Vice President and Chief Financial Officer
|
NO. [__]
CUSIP No. 49456BAN1
|
FLOATING RATE SENIOR NOTE DUE 2023
|
U.S.$[________]
|
By:
|
|
|
Anthony Ashley
|
|
Vice President and Treasurer
|
By:
|
|
|
Authorized Signatory
|
By:
|
/s/ Anthony B. Ashley
|
By:
|
/s/ Anthony B. Ashley
|
Issuer
|
|
Indebtedness
|
|
Maturity
|
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.
|
|
3.150% bonds
|
|
January 15, 2023
|
Kinder Morgan, Inc.
|
|
Floating rate bonds
|
|
January 15, 2023
|
Kinder Morgan, Inc.
|
|
5.625% notes
|
|
November 15, 2023
|
Kinder Morgan, Inc.
|
|
4.30% notes
|
|
June 1, 2025
|
Kinder Morgan, Inc.
|
|
6.70% bonds (Coastal)
|
|
February 15, 2027
|
Kinder Morgan, Inc.
|
|
2.250% notes
|
|
March 16, 2027
|
Kinder Morgan, Inc.
|
|
6.67% debentures
|
|
November 1, 2027
|
Kinder Morgan, Inc.
|
|
7.25% debentures
|
|
March 1, 2028
|
Kinder Morgan, Inc.
|
|
6.95% bonds (Coastal)
|
|
June 1, 2028
|
Kinder Morgan, Inc.
|
|
8.05% bonds
|
|
October 15, 2030
|
Kinder Morgan, Inc.
|
|
7.80% bonds
|
|
August 1, 2031
|
Kinder Morgan, Inc.
|
|
7.75% bonds
|
|
January 15, 2032
|
Kinder Morgan, Inc.
|
|
5.30% notes
|
|
December 1, 2034
|
Kinder Morgan, Inc.
|
|
7.75% bonds (Coastal)
|
|
October 15, 2035
|
Kinder Morgan, Inc.
|
|
6.40% notes
|
|
January 5, 2036
|
Kinder Morgan, Inc.
|
|
7.42% bonds (Coastal)
|
|
February 15, 2037
|
Kinder Morgan, Inc.
|
|
5.55% notes
|
|
June 1, 2045
|
Kinder Morgan, Inc.
|
|
5.050% notes
|
|
February 15, 2046
|
Kinder Morgan, Inc.
|
|
7.45% debentures
|
|
March 1, 2098
|
Kinder Morgan Energy Partners, L.P.
|
|
5.95% 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
|
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
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
Current as of: September 30, 2017
|
||
Issuer
|
|
Indebtedness
|
|
Maturity
|
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
|
Kinder Morgan Energy Partners, L.P.
(1)
|
|
6.50% bonds
|
|
April 1, 2020
|
Kinder Morgan Energy Partners, L.P.
(1)
|
|
5.00% bonds
|
|
October 1, 2021
|
Kinder Morgan Energy Partners, L.P.
(1)
|
|
4.30% bonds
|
|
May 1, 2024
|
Kinder Morgan Energy Partners, L.P.
(1)
|
|
7.50% bonds
|
|
November 15, 2040
|
Kinder Morgan Energy Partners, L.P.
(1)
|
|
4.70% bonds
|
|
November 1, 2042
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.00% bonds
|
|
March 15, 2027
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.00% bonds
|
|
October 15, 2028
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
8.375% bonds
|
|
June 15, 2032
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.625% bonds
|
|
April 1, 2037
|
El Paso Natural Gas Company, L.L.C.
|
|
8.625% bonds
|
|
January 15, 2022
|
El Paso Natural Gas Company, L.L.C.
|
|
7.50% bonds
|
|
November 15, 2026
|
El Paso Natural Gas Company, L.L.C.
|
|
8.375% bonds
|
|
June 15, 2032
|
Colorado Interstate Gas Company, L.L.C.
|
|
4.15% notes
|
|
August 15, 2026
|
Colorado Interstate Gas Company, L.L.C.
|
|
6.85% bonds
|
|
June 15, 2037
|
El Paso Tennessee Pipeline Co. L.L.C.
|
|
7.25% bonds
|
|
December 15, 2025
|
Other
|
|
KM LQT IRBs-Stolt floating rate bonds
|
|
January 15, 2018
|
Other
|
|
Cora industrial revenue bonds
|
|
April 1, 2024
|
_________________________________________________
(1)
The original issuer, El Paso Pipeline Partners, L.P. merged with and into Kinder Morgan Energy
Partners, L.P. effective January 1, 2015.
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
Current as of: September 30, 2017
|
Hedging Agreements
1
|
|
|
|
|
Issuer
|
|
Guaranteed Party
|
|
Date
|
Kinder Morgan, Inc.
|
|
Bank of America, N.A.
|
|
August 29, 2001
|
Kinder Morgan, Inc.
|
|
BNP Paribas
|
|
September 15, 2016
|
Kinder Morgan, Inc.
|
|
Citibank, N.A.
|
|
March 16, 2017
|
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.
|
|
JPMorgan Chase Bank, N.A.
|
|
February 19, 2015
|
Kinder Morgan, Inc.
|
|
Mizuho Capital Markets Corporation
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Royal Bank of Canada
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
SMBC Capital Markets, Inc.
|
|
April 26, 2017
|
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: September 30, 2017
|
||
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
|
|
BNP Paribas
|
|
March 2, 2005
|
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 LLC
|
|
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, LLC
|
|
Citibank, N.A.
|
|
July 21, 2008
|
Copano Risk Management, LLC
|
|
J. Aron & Company
|
|
December 12, 2005
|
Copano Risk Management, LLC
|
|
Morgan Stanley Capital Group Inc.
|
|
May 4, 2007
|
Copano Risk Management, LLC
|
|
Wells Fargo Bank, N.A.
|
|
October 19, 2007
|
_________________________________________________
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 II
Guarantors
Current as of: September 30, 2017
|
||
Agnes B Crane, LLC
|
|
Copano Processing LLC
|
American Petroleum Tankers II LLC
|
|
Copano Risk Management LLC
|
American Petroleum Tankers III LLC
|
|
Copano/Webb-Duval Pipeline LLC
|
American Petroleum Tankers IV LLC
|
|
CPNO Services LLC
|
American Petroleum Tankers LLC
|
|
Dakota Bulk Terminal, Inc.
|
American Petroleum Tankers Parent LLC
|
|
Delta Terminal Services LLC
|
American Petroleum Tankers V LLC
|
|
Eagle Ford Gathering LLC
|
American Petroleum Tankers VI LLC
|
|
El Paso Cheyenne Holdings, L.L.C.
|
American Petroleum Tankers VII LLC
|
|
El Paso Citrus Holdings, Inc.
|
American Petroleum Tankers VIII LLC
|
|
El Paso CNG Company, L.L.C.
|
American Petroleum Tankers IX LLC
|
|
El Paso Energy Service Company, L.L.C.
|
American Petroleum Tankers X LLC
|
|
El Paso LLC
|
American Petroleum Tankers XI LLC
|
|
El Paso Midstream Group LLC
|
APT Florida LLC
|
|
El Paso Natural Gas Company, L.L.C.
|
APT Intermediate Holdco LLC
|
|
El Paso Noric Investments III, L.L.C.
|
APT New Intermediate Holdco LLC
|
|
El Paso Ruby Holding Company, L.L.C.
|
APT Pennsylvania LLC
|
|
El Paso Tennessee Pipeline Co., L.L.C.
|
APT Sunshine State LLC
|
|
Elba Express Company, L.L.C.
|
Audrey Tug LLC
|
|
Elizabeth River Terminals LLC
|
Betty Lou LLC
|
|
Emory B Crane, LLC
|
Camino Real Gathering Company, L.L.C.
|
|
EP Ruby LLC
|
Cantera Gas Company LLC
|
|
EPBGP Contracting Services LLC
|
CDE Pipeline LLC
|
|
EPTP Issuing Corporation
|
Central Florida Pipeline LLC
|
|
Fernandina Marine Construction Management
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
LLC
|
CIG Gas Storage Company LLC
|
|
Frank L. Crane, LLC
|
CIG Pipeline Services Company, L.L.C.
|
|
General Stevedores GP, LLC
|
Colorado Interstate Gas Company, L.L.C.
|
|
General Stevedores Holdings LLC
|
Colorado Interstate Issuing Corporation
|
|
Glenpool West Gathering LLC
|
Copano Double Eagle LLC
|
|
Global American Terminals LLC
|
Copano Energy Finance Corporation
|
|
Hampshire LLC
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
Harrah Midstream LLC
|
Copano Energy, L.L.C.
|
|
HBM Environmental, Inc.
|
Copano Field Services GP, L.L.C.
|
|
Hiland Crude, LLC
|
Copano Field Services/North Texas, L.L.C.
|
|
Hiland Partners Finance Corp.
|
Copano Field Services/South Texas LLC
|
|
Hiland Partners Holdings LLC
|
Copano Field Services/Upper Gulf Coast LLC
|
|
ICPT, L.L.C
|
Copano Liberty, LLC
|
|
Independent Trading & Transportation
|
Copano Liquids Marketing LLC
|
|
Company I, L.L.C.
|
Copano NGL Services (Markham), L.L.C.
|
|
J.R. Nicholls LLC
|
Copano NGL Services LLC
|
|
Javelina Tug LLC
|
Copano Pipelines Group, L.L.C.
|
|
Jeannie Brewer LLC
|
Copano Pipelines/North Texas, L.L.C.
|
|
JV Tanker Charterer LLC
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Kinder Morgan 2-Mile LLC
|
Copano Pipelines/South Texas LLC
|
|
Kinder Morgan Administrative Services Tampa LLC
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
Kinder Morgan Altamont LLC
|
|
|
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: September 30, 2017
|
|
|
|
Kinder Morgan Amory LLC
|
|
Kinder Morgan Pecos Valley LLC
|
Kinder Morgan Arrow Terminals Holdings, Inc.
|
|
Kinder Morgan Petcoke GP LLC
|
Kinder Morgan Arrow Terminals, L.P.
|
|
Kinder Morgan Petcoke LP LLC
|
Kinder Morgan Baltimore Transload Terminal
|
|
Kinder Morgan Petcoke, L.P.
|
LLC
|
|
Kinder Morgan Petroleum Tankers LLC
|
Kinder Morgan Battleground Oil LLC
|
|
Kinder Morgan Pipeline LLC
|
Kinder Morgan Border Pipeline LLC
|
|
Kinder Morgan Port Manatee Terminal LLC
|
Kinder Morgan Bulk Terminals LLC
|
|
Kinder Morgan Port Sutton Terminal LLC
|
Kinder Morgan Carbon Dioxide Transportation
|
|
Kinder Morgan Port Terminals USA LLC
|
Company
|
|
Kinder Morgan Production Company LLC
|
Kinder Morgan CO2 Company, L.P.
|
|
Kinder Morgan Products Terminals LLC
|
Kinder Morgan Cochin LLC
|
|
Kinder Morgan Rail Services LLC
|
Kinder Morgan Columbus LLC
|
|
Kinder Morgan Resources II LLC
|
Kinder Morgan Commercial Services LLC
|
|
Kinder Morgan Resources III LLC
|
Kinder Morgan Contracting Services LLC
|
|
Kinder Morgan Resources LLC
|
Kinder Morgan Crude & Condensate LLC
|
|
Kinder Morgan River Terminals LLC
|
Kinder Morgan Crude Marketing LLC
|
|
Kinder Morgan Seven Oaks LLC
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Kinder Morgan SNG Operator LLC
|
Kinder Morgan Crude to Rail LLC
|
|
Kinder Morgan Southeast Terminals LLC
|
Kinder Morgan Cushing LLC
|
|
Kinder Morgan Scurry Connector LLC
|
Kinder Morgan Dallas Fort Worth Rail Terminal
|
|
Kinder Morgan Tank Storage Terminals LLC
|
LLC
|
|
Kinder Morgan Tejas Pipeline LLC
|
Kinder Morgan Endeavor LLC
|
|
Kinder Morgan Terminals, Inc.
|
Kinder Morgan Energy Partners, L.P.
|
|
Kinder Morgan Terminals Wilmington LLC
|
Kinder Morgan EP Midstream LLC
|
|
Kinder Morgan Texas Pipeline LLC
|
Kinder Morgan Finance Company LLC
|
|
Kinder Morgan Texas Terminals, L.P.
|
Kinder Morgan Fleeting LLC
|
|
Kinder Morgan Transmix Company, LLC
|
Kinder Morgan Freedom Pipeline LLC
|
|
Kinder Morgan Treating LP
|
Kinder Morgan Galena Park West LLC
|
|
Kinder Morgan Urban Renewal, L.L.C.
|
Kinder Morgan IMT Holdco LLC
|
|
Kinder Morgan Utica LLC
|
Kinder Morgan, Inc.
|
|
Kinder Morgan Vehicle Services LLC
|
Kinder Morgan Keystone Gas Storage LLC
|
|
Kinder Morgan Virginia Liquids Terminals LLC
|
Kinder Morgan KMAP LLC
|
|
Kinder Morgan Wink Pipeline LLC
|
Kinder Morgan Las Vegas LLC
|
|
KinderHawk Field Services LLC
|
Kinder Morgan Linden Transload Terminal LLC
|
|
KM Crane LLC
|
Kinder Morgan Liquids Terminals LLC
|
|
KM Decatur, Inc.
|
Kinder Morgan Liquids Terminals St. Gabriel LLC
|
|
KM Eagle Gathering LLC
|
Kinder Morgan Louisiana Pipeline Holding LLC
|
|
KM Gathering LLC
|
Kinder Morgan Louisiana Pipeline LLC
|
|
KM Kaskaskia Dock LLC
|
Kinder Morgan Marine Services LLC
|
|
KM Liquids Terminals LLC
|
Kinder Morgan Materials Services, LLC
|
|
KM North Cahokia Land LLC
|
Kinder Morgan Mid Atlantic Marine Services LLC
|
|
KM North Cahokia Special Project LLC
|
Kinder Morgan NatGas O&M LLC
|
|
KM North Cahokia Terminal Project LLC
|
Kinder Morgan NGPL Holdings LLC
|
|
KM Ship Channel Services LLC
|
Kinder Morgan North Texas Pipeline LLC
|
|
KM Treating GP LLC
|
Kinder Morgan Operating L.P. “A”
|
|
KM Treating Production LLC
|
Kinder Morgan Operating L.P. “B”
|
|
KMBT LLC
|
Kinder Morgan Operating L.P. “C”
|
|
KMGP Services Company, Inc.
|
Kinder Morgan Operating L.P. “D”
|
|
KN Telecommunications, Inc.
|
Kinder Morgan Pecos LLC
|
|
Knight Power Company LLC
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: September 30, 2017
|
|
|
|
Lomita Rail Terminal LLC
|
|
|
Milwaukee Bulk Terminals LLC
|
|
|
MJR Operating LLC
|
|
|
Mojave Pipeline Company, L.L.C.
|
|
|
Mojave Pipeline Operating Company, L.L.C.
|
|
|
Mr. Bennett LLC
|
|
|
Mr. Vance LLC
|
|
|
Nassau Terminals LLC
|
|
|
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 Oklahoma Gathering LLC
|
|
|
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.
|
|
|
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
|
|
|
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.
|
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:
|
October 20, 2017
|
/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:
|
October 20, 2017
|
/s/ Kimberly A. Dang
|
|
|
Kimberly A. Dang
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
Date:
|
October 20, 2017
|
/s/ Steven J. Kean
|
|
|
Steven J. Kean
|
|
|
President and Chief Executive Officer
|
Date:
|
October 20, 2017
|
/s/ Kimberly A. Dang
|
|
|
Kimberly A. Dang
|
|
|
Vice President and Chief Financial Officer
|