|
Delaware
|
80-0682103
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Page
Number
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Consolidated Statements of Income - Thre
e Months Ended March 31, 2018 and 2017
|
|
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Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2018 and 2017
|
|
|
Consolidated Balance Sheets -
March 31, 2018 and December 31, 2017
|
|
|
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2018 and 2017
|
|
|
Consolidated Statements of Stockholders’ Equity -
Three Months Ended March 31, 2018 and 2017
|
|
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||
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|
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
||
|
||
|
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
(Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues
|
|
|
|
||||
Natural gas sales
|
$
|
827
|
|
|
$
|
809
|
|
Services
|
1,967
|
|
|
1,977
|
|
||
Product sales and other
|
624
|
|
|
638
|
|
||
Total Revenues
|
3,418
|
|
|
3,424
|
|
||
|
|
|
|
||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
||
Costs of sales
|
1,019
|
|
|
1,061
|
|
||
Operations and maintenance
|
619
|
|
|
533
|
|
||
Depreciation, depletion and amortization
|
570
|
|
|
558
|
|
||
General and administrative
|
173
|
|
|
184
|
|
||
Taxes, other than income taxes
|
88
|
|
|
104
|
|
||
Other expense, net
|
—
|
|
|
7
|
|
||
Total Operating Costs, Expenses and Other
|
2,469
|
|
|
2,447
|
|
||
|
|
|
|
||||
Operating Income
|
949
|
|
|
977
|
|
||
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
||
Earnings from equity investments
|
220
|
|
|
175
|
|
||
Amortization of excess cost of equity investments
|
(32
|
)
|
|
(15
|
)
|
||
Interest, net
|
(467
|
)
|
|
(465
|
)
|
||
Other, net
|
36
|
|
|
19
|
|
||
Total Other Expense
|
(243
|
)
|
|
(286
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
706
|
|
|
691
|
|
||
|
|
|
|
||||
Income Tax Expense
|
(164
|
)
|
|
(246
|
)
|
||
|
|
|
|
||||
Net Income
|
542
|
|
|
445
|
|
||
|
|
|
|
||||
Net Income Attributable to Noncontrolling Interests
|
(18
|
)
|
|
(5
|
)
|
||
|
|
|
|
||||
Net Income Attributable to Kinder Morgan, Inc.
|
524
|
|
|
440
|
|
||
|
|
|
|
||||
Preferred Stock Dividends
|
(39
|
)
|
|
(39
|
)
|
||
|
|
|
|
||||
Net Income Available to Common Stockholders
|
$
|
485
|
|
|
$
|
401
|
|
|
|
|
|
||||
Class P Shares
|
|
|
|
||||
Basic and Diluted Earnings Per Common Share
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Basic and Diluted Weighted Average Common Shares Outstanding
|
2,207
|
|
|
2,230
|
|
||
|
|
|
|
||||
Dividends Per Common Share Declared for the Period
|
$
|
0.20
|
|
|
$
|
0.125
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net income
|
$
|
542
|
|
|
$
|
445
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Change in fair value of hedge derivatives (net of tax expense of $(11) and $(39), respectively)
|
34
|
|
|
70
|
|
||
Reclassification of change in fair value of derivatives to net income (net of tax benefit of $5 and $12, respectively)
|
(16
|
)
|
|
(21
|
)
|
||
Foreign currency
translation
adjustments (net of tax benefit (expense) of $12 and $(7), respectively)
|
(65
|
)
|
|
13
|
|
||
Benefit plan adjustments (net of tax expense of
$(2)
and $(5), respectively)
|
6
|
|
|
6
|
|
||
Total other comprehensive (loss) income
|
(41
|
)
|
|
68
|
|
||
|
|
|
|
||||
Comprehensive income
|
501
|
|
|
513
|
|
||
Comprehensive loss (income) attributable to noncontrolling interests
|
6
|
|
|
(5
|
)
|
||
Comprehensive income attributable to Kinder Morgan, Inc.
|
$
|
507
|
|
|
$
|
508
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
294
|
|
|
$
|
264
|
|
Restricted deposits
|
69
|
|
|
62
|
|
||
Accounts receivable, net
|
1,349
|
|
|
1,448
|
|
||
Fair value of derivative contracts
|
94
|
|
|
114
|
|
||
Inventories
|
442
|
|
|
424
|
|
||
Income tax receivable
|
163
|
|
|
165
|
|
||
Other current assets
|
217
|
|
|
238
|
|
||
Total current assets
|
2,628
|
|
|
2,715
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
40,333
|
|
|
40,155
|
|
||
Investments
|
7,420
|
|
|
7,298
|
|
||
Goodwill
|
22,157
|
|
|
22,162
|
|
||
Other intangibles, net
|
3,044
|
|
|
3,099
|
|
||
Deferred income taxes
|
1,886
|
|
|
2,044
|
|
||
Deferred charges and other assets
|
1,543
|
|
|
1,582
|
|
||
Total Assets
|
$
|
79,011
|
|
|
$
|
79,055
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
2,494
|
|
|
$
|
2,828
|
|
Accounts payable
|
1,221
|
|
|
1,340
|
|
||
Accrued interest
|
409
|
|
|
621
|
|
||
Accrued contingencies
|
307
|
|
|
291
|
|
||
Other current liabilities
|
998
|
|
|
1,101
|
|
||
Total current liabilities
|
5,429
|
|
|
6,181
|
|
||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
34,723
|
|
|
33,988
|
|
||
Preferred interest in general partner of KMP
|
100
|
|
|
100
|
|
||
Debt fair value adjustments
|
720
|
|
|
927
|
|
||
Total long-term debt
|
35,543
|
|
|
35,015
|
|
||
Other long-term liabilities and deferred credits
|
2,381
|
|
|
2,735
|
|
||
Total long-term liabilities and deferred credits
|
37,924
|
|
|
37,750
|
|
||
Total Liabilities
|
43,353
|
|
|
43,931
|
|
||
Commitments and contingencies (Notes 1, 2 and 9)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interest
|
523
|
|
|
—
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,203,965,721
and 2,217,110,072 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
|
41,677
|
|
|
41,909
|
|
||
Retained deficit
|
(7,365
|
)
|
|
(7,754
|
)
|
||
Accumulated other comprehensive loss
|
(667
|
)
|
|
(541
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
33,667
|
|
|
33,636
|
|
||
Noncontrolling interests
|
1,468
|
|
|
1,488
|
|
||
Total Stockholders’ Equity
|
35,135
|
|
|
35,124
|
|
||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
$
|
79,011
|
|
|
$
|
79,055
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
542
|
|
|
$
|
445
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
570
|
|
|
558
|
|
||
Deferred income taxes
|
149
|
|
|
244
|
|
||
Amortization of excess cost of equity investments
|
32
|
|
|
15
|
|
||
Change in fair market value of derivative contracts
|
40
|
|
|
(6
|
)
|
||
Earnings from equity investments
|
(220
|
)
|
|
(175
|
)
|
||
Distributions from equity investment earnings
|
127
|
|
|
102
|
|
||
Changes in components of working capital
|
|
|
|
||||
Accounts receivable, net
|
126
|
|
|
105
|
|
||
Inventories
|
(15
|
)
|
|
(35
|
)
|
||
Other current assets
|
4
|
|
|
10
|
|
||
Accounts payable
|
(140
|
)
|
|
(35
|
)
|
||
Accrued interest, net of interest rate swaps
|
(195
|
)
|
|
(165
|
)
|
||
Accrued contingencies and other current liabilities
|
(136
|
)
|
|
(146
|
)
|
||
Rate reparations, refunds and other litigation reserve adjustments
|
31
|
|
|
—
|
|
||
Other, net
|
59
|
|
|
(31
|
)
|
||
Net Cash Provided by Operating Activities
|
974
|
|
|
886
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Acquisitions of assets and investments
|
(20
|
)
|
|
(4
|
)
|
||
Capital expenditures
|
(707
|
)
|
|
(664
|
)
|
||
Proceeds from sales of equity investments
|
33
|
|
|
—
|
|
||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
1
|
|
|
71
|
|
||
Contributions to investments
|
(66
|
)
|
|
(191
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
42
|
|
|
138
|
|
||
Loans to related party
|
(8
|
)
|
|
—
|
|
||
Net Cash Used in Investing Activities
|
(725
|
)
|
|
(650
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuances of debt
|
6,039
|
|
|
1,517
|
|
||
Payments of debt
|
(5,684
|
)
|
|
(2,122
|
)
|
||
Debt issue costs
|
(21
|
)
|
|
(1
|
)
|
||
Cash dividends - common shares
|
(277
|
)
|
|
(280
|
)
|
||
Cash dividends - preferred shares
|
(39
|
)
|
|
(39
|
)
|
||
Repurchases of shares
|
(250
|
)
|
|
—
|
|
||
Contributions from investment partner
|
38
|
|
|
391
|
|
||
Contributions from noncontrolling interests
|
3
|
|
|
6
|
|
||
Distributions to noncontrolling interests
|
(17
|
)
|
|
(9
|
)
|
||
Other, net
|
(1
|
)
|
|
(1
|
)
|
||
Net Cash Used in Financing Activities
|
(209
|
)
|
|
(538
|
)
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
(3
|
)
|
|
1
|
|
||
|
|
|
|
||||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
37
|
|
|
(301
|
)
|
||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
326
|
|
|
787
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
$
|
363
|
|
|
$
|
486
|
|
|
|||||||
Cash and Cash Equivalents, beginning of period
|
$
|
264
|
|
|
$
|
684
|
|
Restricted Deposits, beginning of period
|
62
|
|
|
103
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
326
|
|
|
787
|
|
||
|
|
|
|
||||
Cash and Cash Equivalents, end of period
|
294
|
|
|
396
|
|
||
Restricted Deposits, end of period
|
69
|
|
|
90
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
363
|
|
|
486
|
|
||
|
|
|
|
||||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
$
|
37
|
|
|
$
|
(301
|
)
|
|
|
|
|
||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
Increase in property, plant and equipment from both accruals and contractor retainage
|
$
|
44
|
|
|
|
||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
$
|
657
|
|
|
$
|
643
|
|
Cash paid (refund) during the period for income taxes, net
|
15
|
|
|
(2
|
)
|
|
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, 2017
|
2,217
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,909
|
|
|
$
|
(7,754
|
)
|
|
$
|
(541
|
)
|
|
$
|
33,636
|
|
|
$
|
1,488
|
|
|
$
|
35,124
|
|
Impact of adoption of ASUs (Note 1)
|
|
|
|
|
|
|
|
|
|
|
181
|
|
|
(109
|
)
|
|
72
|
|
|
|
|
72
|
|
||||||||||||||
Balance at January 1, 2018
|
2,217
|
|
|
22
|
|
|
2
|
|
|
—
|
|
|
41,909
|
|
|
(7,573
|
)
|
|
(650
|
)
|
|
33,708
|
|
|
1,488
|
|
|
35,196
|
|
||||||||
Repurchase of shares
|
(13
|
)
|
|
|
|
|
|
|
|
(250
|
)
|
|
|
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
||||||||||||||
Restricted shares
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
524
|
|
|
|
|
524
|
|
|
18
|
|
|
542
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
(39
|
)
|
|
|
|
(39
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(277
|
)
|
|
|
|
(277
|
)
|
|
|
|
(277
|
)
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
(17
|
)
|
|
(24
|
)
|
|
(41
|
)
|
||||||||||||||
Balance at March 31, 2018
|
2,204
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,677
|
|
|
$
|
(7,365
|
)
|
|
$
|
(667
|
)
|
|
$
|
33,667
|
|
|
$
|
1,468
|
|
|
$
|
35,135
|
|
|
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
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
|
440
|
|
|
5
|
|
|
445
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
(39
|
)
|
|
|
|
(39
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
(280
|
)
|
|
|
|
(280
|
)
|
|||||||||||||||
Impact of adoption of ASU 2016-09
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|||||||||||||||
Other
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
|
(13
|
)
|
|
(14
|
)
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
68
|
|
|
68
|
|
|
|
|
68
|
|
|||||||||||||||
Balance at March 31, 2017
|
2,230
|
|
|
$
|
22
|
|
|
2
|
|
|
$
|
—
|
|
|
$
|
41,756
|
|
|
$
|
(6,540
|
)
|
|
$
|
(593
|
)
|
|
$
|
34,645
|
|
|
$
|
360
|
|
|
$
|
35,005
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net Income Available to Common Stockholders
|
|
$
|
485
|
|
|
$
|
401
|
|
Participating securities:
|
|
|
|
|
||||
Less: Net Income Allocated to Restricted stock awards(a)
|
|
(2
|
)
|
|
(2
|
)
|
||
Net Income Allocated to Class P Stockholders
|
|
$
|
483
|
|
|
$
|
399
|
|
|
|
|
|
|
||||
Basic Weighted Average Common Shares Outstanding
|
|
2,207
|
|
|
2,230
|
|
||
Basic Earnings Per Common Share
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
(a)
|
As of
March 31, 2018
, there were approximately
10 million
restricted stock awards outstanding.
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Unvested restricted stock awards
|
10
|
|
|
9
|
|
Warrants to purchase our Class P shares(a)
|
—
|
|
|
293
|
|
Convertible trust preferred securities
|
3
|
|
|
8
|
|
Mandatory convertible preferred stock(b)
|
58
|
|
|
58
|
|
(a)
|
On May 25, 2017, approximately
293 million
unexercised warrants expired without the issuance of Class P common stock. Prior to expiration, each warrant entitled the holder to purchase one share of our common stock for an exercise price of
$40
per share. The potential dilutive effect of the warrants did not consider the assumed proceeds to KMI upon exercise.
|
(b)
|
Until our mandatory convertible preferred shares are converted to common shares, on or before the expected mandatory conversion date of October 26, 2018, the holder of each preferred share participates in our earnings by receiving preferred stock dividends.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Senior note, floating rate, due January 15, 2023
|
$
|
250
|
|
|
$
|
250
|
|
Senior notes, 1.50% through 8.05%, due 2018 through 2098(a)
|
15,093
|
|
|
13,136
|
|
||
Credit facility due November 26, 2019
|
275
|
|
|
125
|
|
||
Commercial paper borrowings
|
210
|
|
|
240
|
|
||
KML Credit Facility(b)
|
78
|
|
|
—
|
|
||
KMP senior notes, 2.65% through 9.00%, due 2018 through 2044(c)
|
17,910
|
|
|
18,885
|
|
||
TGP senior notes, 7.00% through 8.375%, due 2027 through 2037
|
1,240
|
|
|
1,240
|
|
||
EPNG senior notes, 7.50% through 8.625%, due 2022 through 2032
|
760
|
|
|
760
|
|
||
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(d)
|
36
|
|
|
786
|
|
||
EPC Building, LLC, promissory note, 3.967%, due 2018 through 2035
|
418
|
|
|
421
|
|
||
Trust I preferred securities, 4.75%, due March 31, 2028
|
221
|
|
|
221
|
|
||
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock
|
100
|
|
|
100
|
|
||
Other miscellaneous debt
|
251
|
|
|
277
|
|
||
Total debt – KMI and Subsidiaries
|
37,317
|
|
|
36,916
|
|
||
Less: Current portion of debt(e)
|
2,494
|
|
|
2,828
|
|
||
Total long-term debt – KMI and Subsidiaries(f)
|
$
|
34,823
|
|
|
$
|
34,088
|
|
(a)
|
Amounts include senior notes that are denominated in Euros and have been converted to U.S. dollars and are respectively reported above at the
March 31, 2018
exchange rate of
1.2324
U.S. dollars per Euro and the
December 31, 2017
exchange rate of
1.2005
U.S. dollars per Euro. For the
three
months ended
March 31, 2018
, our debt balance increased by
$39 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 4 “Risk Management—
Foreign Currency Risk Management
”). In February 2018, we repaid
$82 million
of maturing
7.00%
senior notes. On March 1, 2018, we issued
$1,250 million
of
4.30%
fixed rate and
$750 million
of
5.20%
, fixed rate unsecured senior notes due March 1, 2028 and March 1, 2048, respectively. The net proceeds from the notes were used primarily to repay our commercial paper and borrowings under our revolving credit facility that largely resulted from the repayment of KMP senior notes in the first quarter of 2018. See (c) and (d) below. Interest on both series of notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2018. We may redeem all or a part of these notes at any time at the redemption prices plus accrued interest.
|
(b)
|
The KML credit facility is denominated in C$ and has been converted to U.S. dollars and reported above at the
March 31, 2018
exchange rate of
0.7756
U.S. dollars per C$. See
“—Credit Facilities
” below.
|
(c)
|
In February
2018
, we repaid
$975 million
of maturing
5.95%
senior notes.
|
(d)
|
In January 2018, we repaid
$750 million
of maturing
6.00%
Kinder Morgan Finance Company, LLC senior notes.
|
(e)
|
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).
|
(f)
|
Excludes our “Debt fair value adjustments” which, as of
March 31, 2018
and
December 31, 2017
, increased our combined debt balances by
$720 million
and
$927 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.
|
Senior notes - $477 million 7.25% notes due June 1, 2018
|
Senior notes - $500 million 9.00% notes due February 1, 2019
|
Senior notes - $800 million 2.65% notes due February 1, 2019
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Per common share cash dividend declared for the period
|
$
|
0.20
|
|
|
$
|
0.125
|
|
Per common share cash dividend paid in the period
|
$
|
0.125
|
|
|
$
|
0.125
|
|
|
|
Three Months Ended March 31, 2018
|
||||
|
|
Shares
|
|
U.S.$
|
|
C$
|
KML Restricted Voting Shares
|
|
|
|
|
|
|
Per restricted voting share declared for the period
|
|
|
|
|
|
$0.1625
|
Per restricted voting share paid in the period
|
|
|
|
$0.1291
|
|
$0.1625
|
Total value of distributions paid in the period
|
|
|
|
13
|
|
17
|
Cash distributions paid in the period to the public
|
|
|
|
9
|
|
12
|
Share distributions paid in the period to the public under KML’s DRIP
|
|
294,397
|
|
|
|
|
KML Series 1 Preferred Shares
|
|
|
|
|
|
|
Per Series 1 Preferred Share paid in the period
|
|
|
|
$0.2607
|
|
$0.328125
|
Cash distributions paid in the period to the public
|
|
|
|
3
|
|
4
|
KML Series 3 Preferred Shares
|
|
|
|
|
|
|
Per Series 3 Preferred Share paid in the period
|
|
|
|
$0.1754
|
|
$0.22082
|
Cash distributions paid in the period to the public
|
|
|
|
2
|
|
2
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(21.4
|
)
|
|
MMBbl
|
Crude oil basis
|
(6.2
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(57.4
|
)
|
|
Bcf
|
Natural gas basis
|
(47.1
|
)
|
|
Bcf
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(1.6
|
)
|
|
MMBbl
|
Crude oil basis
|
(0.3
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(3.1
|
)
|
|
Bcf
|
Natural gas basis
|
(1.4
|
)
|
|
Bcf
|
NGL fixed price
|
(3.7
|
)
|
|
MMBbl
|
Fair Value of Derivative Contracts
|
||||||||||||||||||
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2018 |
|
December 31,
2017 |
||||||||
|
|
Location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Energy commodity derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
51
|
|
|
$
|
65
|
|
|
$
|
(76
|
)
|
|
$
|
(53
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
8
|
|
|
14
|
|
|
(33
|
)
|
|
(24
|
)
|
||||
Subtotal
|
|
|
|
59
|
|
|
79
|
|
|
(109
|
)
|
|
(77
|
)
|
||||
Interest rate swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
33
|
|
|
41
|
|
|
(15
|
)
|
|
(3
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
105
|
|
|
164
|
|
|
(156
|
)
|
|
(62
|
)
|
||||
Subtotal
|
|
|
|
138
|
|
|
205
|
|
|
(171
|
)
|
|
(65
|
)
|
||||
Cross-currency swap agreements
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(6
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
251
|
|
|
166
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
|
|
251
|
|
|
166
|
|
|
(26
|
)
|
|
(6
|
)
|
||||
Total
|
|
|
|
448
|
|
|
450
|
|
|
(306
|
)
|
|
(148
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy commodity derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
10
|
|
|
8
|
|
|
(18
|
)
|
|
(22
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Total
|
|
|
|
10
|
|
|
8
|
|
|
(20
|
)
|
|
(24
|
)
|
||||
Total derivatives
|
|
|
|
$
|
458
|
|
|
$
|
458
|
|
|
$
|
(326
|
)
|
|
$
|
(172
|
)
|
Derivatives in fair value hedging relationships
|
|
Location
|
|
Gain/(loss) recognized in income
on derivatives and related hedged item
|
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest, net
|
|
$
|
(173
|
)
|
|
$
|
(39
|
)
|
|
|
|
|
|
|
|
||||
Hedged fixed rate debt
|
|
Interest, net
|
|
$
|
168
|
|
|
$
|
36
|
|
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 March 31,
|
|
|
|
Three Months Ended March 31,
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
2018
|
|
2017
|
|
|
|
2018
|
|
2017
|
||||||||||||
Energy commodity derivative contracts
|
|
$
|
(17
|
)
|
|
$
|
68
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Revenues—Natural
gas sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Revenues—Product
sales and other
|
|
(14
|
)
|
|
6
|
|
|
Revenues—Product
sales and other
|
|
(29
|
)
|
|
3
|
|
||||||||
|
|
|
|
|
|
Costs of sales
|
|
—
|
|
|
3
|
|
|
Costs of sales
|
|
—
|
|
|
—
|
|
||||||||
Interest rate swap
agreements(c) |
|
1
|
|
|
—
|
|
|
Earnings from equity investments
|
|
(1
|
)
|
|
—
|
|
|
Earnings from equity investments
|
|
—
|
|
|
—
|
|
||||||
Cross-currency swap
|
|
50
|
|
|
2
|
|
|
Other, net
|
|
31
|
|
|
10
|
|
|
Other, net
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
34
|
|
|
$
|
70
|
|
|
Total
|
|
$
|
16
|
|
|
$
|
21
|
|
|
Total
|
|
$
|
(29
|
)
|
|
$
|
3
|
|
(a)
|
We expect to reclassify an approximate
$21 million
loss associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of
March 31, 2018
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 March 31,
|
||||||
|
|
|
|
2018
|
|
2017
|
||||
Energy commodity derivative contracts
|
|
Revenues—Natural gas sales
|
|
$
|
3
|
|
|
$
|
6
|
|
|
|
Revenues—Product sales and other
|
|
(1
|
)
|
|
12
|
|
||
Total(a)
|
|
|
|
$
|
2
|
|
|
$
|
18
|
|
|
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, 2017
|
$
|
(27
|
)
|
|
$
|
(189
|
)
|
|
$
|
(325
|
)
|
|
$
|
(541
|
)
|
Other comprehensive gain (loss) before reclassifications
|
34
|
|
|
(41
|
)
|
|
6
|
|
|
(1
|
)
|
||||
Gains reclassified from accumulated other comprehensive loss
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Impact of adoption of ASU 2018-02 (Note 1)
|
(4
|
)
|
|
(36
|
)
|
|
(69
|
)
|
|
(109
|
)
|
||||
Net current-period other comprehensive income (loss)
|
14
|
|
|
(77
|
)
|
|
(63
|
)
|
|
(126
|
)
|
||||
Balance as of March 31, 2018
|
$
|
(13
|
)
|
|
$
|
(266
|
)
|
|
$
|
(388
|
)
|
|
$
|
(667
|
)
|
|
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
|
70
|
|
|
13
|
|
|
6
|
|
|
89
|
|
||||
Gains reclassified from accumulated other comprehensive loss
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||
Net current-period other comprehensive income
|
49
|
|
|
13
|
|
|
6
|
|
|
68
|
|
||||
Balance as of March 31, 2017
|
$
|
48
|
|
|
$
|
(275
|
)
|
|
$
|
(366
|
)
|
|
$
|
(593
|
)
|
•
|
Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
|
•
|
Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and
|
•
|
Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).
|
|
Balance sheet asset
fair value measurements by level
|
|
|
|
Net amount
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Cash collateral held(b)
|
||||||||||||||||
As of March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
5
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
(40
|
)
|
|
$
|
—
|
|
|
$
|
29
|
|
Interest rate swap agreements
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|
(8
|
)
|
|
—
|
|
|
130
|
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|
(26
|
)
|
|
—
|
|
|
225
|
|
|||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
17
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
(42
|
)
|
|
$
|
(12
|
)
|
|
$
|
33
|
|
Interest rate swap agreements
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
|
(15
|
)
|
|
—
|
|
|
190
|
|
|||||||
Cross-currency swap agreements
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
160
|
|
|
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 March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(4
|
)
|
|
$
|
(125
|
)
|
|
$
|
—
|
|
|
$
|
(129
|
)
|
|
$
|
40
|
|
|
$
|
1
|
|
|
$
|
(88
|
)
|
Interest rate swap agreements
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
|
8
|
|
|
—
|
|
|
(163
|
)
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(3
|
)
|
|
$
|
(98
|
)
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
(59
|
)
|
Interest rate swap agreements
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|
15
|
|
|
—
|
|
|
(50
|
)
|
|||||||
Cross-currency swap agreements
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
(a)
|
Level 1 consists primarily of New York Mercantile Exchange natural gas futures. Level 2 consists primarily of over-the-counter 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.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
38,037
|
|
|
$
|
39,525
|
|
|
$
|
37,843
|
|
|
$
|
40,050
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
Line Item
|
|
As Reported
|
|
Amounts Without Adoption of Topic 606
|
|
Effect of Change Increase/(Decrease)
|
||||||
Consolidated Statement of Income
|
|
|
|
|
|
|
||||||
Natural gas sales
|
|
$
|
827
|
|
|
$
|
841
|
|
|
$
|
(14
|
)
|
Services
|
|
1,967
|
|
|
2,012
|
|
|
(45
|
)
|
|||
Product sales and other
|
|
624
|
|
|
711
|
|
|
(87
|
)
|
|||
Total Revenues
|
|
3,418
|
|
|
3,564
|
|
|
(146
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
1,019
|
|
|
1,165
|
|
|
(146
|
)
|
|||
Operating Income
|
|
949
|
|
|
949
|
|
|
—
|
|
•
|
Contracts without Makeup Rights.
If contractually the customer cannot make up deficiency quantities in future periods, our performance obligation is satisfied, and revenue associated with any deficiency quantities is generally recognized as each service period expires. Because a service period may exceed a reporting period, we determine at inception of the contract and at each subsequent reporting period if we expect the customer to take the minimum volume associated with the service period. If we expect the customer to make up all deficiencies in the specified service period (i.e., we expect the customer to take the minimum service quantities), the minimum volume provision is deemed not substantive and we will recognize the transaction price as revenue in the specified service period as the promised units of service are transferred to the customer. Alternatively, if we expect that there will be any deficiency quantities that the customer cannot or will not make up in the specified service period (referred to as “breakage”), we will recognize the estimated breakage amount (subject to the constraint on variable consideration) as revenue ratably over such service period in proportion to the revenue that we will recognize for actual units of service transferred to the customer in the service period. For certain take-or-pay contracts where we make the service, or a part of the service (e.g., reservation), continuously available over the service period, we typically recognize the take-or-pay amount as revenue ratably over such period based on the passage of time.
|
•
|
Contracts with Makeup Rights.
If contractually the customer can acquire the promised service in a future period and make up the deficiency quantities in such future period (the “deficiency makeup period”), we have a performance obligation to deliver those services at the customer’s request (subject to contractual and/or capacity constraints) in the deficiency makeup period. At inception of the contract, and at each subsequent reporting period, we estimate if we expect that there will be deficiency quantities that the customer will or will not make up. If we expect the customer will make up all deficiencies it is contractually entitled to, any consideration received relating to temporary deficiencies that will be made up in the deficiency makeup period will be deferred as a contract liability, and we will recognize that amount as revenue in the deficiency makeup period when either of the following occurs: (i) the customer makes up the volumes or (ii) the likelihood that the customer will exercise its right for deficiency volumes then becomes remote (e.g., there is insufficient capacity to make up the volumes, the deficiency makeup period expires). Alternatively, if we expect at inception of the contract, or at the beginning of any subsequent reporting period, that there will be any deficiency quantities that the customer cannot or will not make up (i.e., breakage), we will recognize the estimated breakage amount (subject to the constraint on variable consideration) as revenue ratably over the specified service periods in proportion to the revenue that we will recognize for actual units of service transferred to the customer in those service periods.
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||
|
|
Natural Gas Pipelines
|
|
CO
2
|
|
Terminals
|
|
Products Pipelines
|
|
Kinder Morgan Canada
|
|
Corporate and Eliminations
|
|
Total
|
||||||||||||||
Revenues from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Firm services(a)
|
|
$
|
803
|
|
|
$
|
1
|
|
|
$
|
254
|
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1,192
|
|
Fee-based services
|
|
203
|
|
|
17
|
|
|
144
|
|
|
183
|
|
|
64
|
|
|
1
|
|
|
612
|
|
|||||||
Total services revenues
|
|
1,006
|
|
|
18
|
|
|
398
|
|
|
321
|
|
|
64
|
|
|
(3
|
)
|
|
1,804
|
|
|||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Natural gas sales
|
|
826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
824
|
|
|||||||
Product sales
|
|
257
|
|
|
317
|
|
|
2
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
624
|
|
|||||||
Other sales
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Total sales revenues
|
|
1,085
|
|
|
317
|
|
|
2
|
|
|
48
|
|
|
—
|
|
|
(2
|
)
|
|
1,450
|
|
|||||||
Total revenues from contracts with customers
|
|
2,091
|
|
|
335
|
|
|
400
|
|
|
369
|
|
|
64
|
|
|
(5
|
)
|
|
3,254
|
|
|||||||
Other revenues(b)
|
|
75
|
|
|
(31
|
)
|
|
93
|
|
|
30
|
|
|
(3
|
)
|
|
—
|
|
|
164
|
|
|||||||
Total revenues
|
|
$
|
2,166
|
|
|
$
|
304
|
|
|
$
|
493
|
|
|
$
|
399
|
|
|
$
|
61
|
|
|
$
|
(5
|
)
|
|
$
|
3,418
|
|
(a)
|
Includes non-cancellable firm service customer contracts with take-or-pay or minimum volume commitment elements, including those contracts where both the price and quantity amount are fixed. In these arrangements, the customer is obligated to pay for the rendered service whether or not the customer chooses to utilize the service. Excludes service contracts with indexed-based pricing, which along with revenues from other customer service contracts are reported as Fee-based services.
|
(b)
|
Amounts recognized as revenue under guidance prescribed in Topics of the Accounting Standards Codification other than in Topic 606 and primarily include leases and derivatives. See Note 4 for additional information related to our derivative contracts.
|
Contract Assets(a)
|
|
||
Balance at December 31, 2017
|
$
|
32
|
|
Additions
|
24
|
|
|
Transfer to Accounts receivable
|
(21
|
)
|
|
Balance at March 31, 2018
|
$
|
35
|
|
Contract Liabilities(b)
|
|
||
Balance at December 31, 2017
|
$
|
206
|
|
Additions
|
110
|
|
|
Transfer to Revenues
|
(78
|
)
|
|
Balance at March 31, 2018
|
$
|
238
|
|
(a)
|
Includes current balances of
$28 million
and
$25 million
reported within “Other current assets” in our accompanying consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively, and includes non-current balances of
$7 million
and
$7 million
reported within “Deferred charges and other assets” in our accompanying consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively.
|
(b)
|
Includes current balances of
$88 million
and
$79 million
reported within “Other current liabilities” in our accompanying consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively, and includes non-current balances of
$150 million
and
$127 million
reported within “Other long-term liabilities and deferred credits” in our accompanying consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively.
|
Year
|
|
Estimated Revenue
|
||
Nine months ended December 31, 2018
|
|
$
|
3,630
|
|
2019
|
|
4,102
|
|
|
2020
|
|
3,442
|
|
|
2021
|
|
2,997
|
|
|
2022
|
|
2,511
|
|
|
Thereafter
|
|
13,473
|
|
|
Total
|
|
$
|
30,155
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues
|
|
|
|
|
||||
Natural Gas Pipelines
|
|
|
|
|
||||
Revenues from external customers
|
|
$
|
2,164
|
|
|
$
|
2,168
|
|
Intersegment revenues
|
|
2
|
|
|
3
|
|
||
CO
2
|
|
304
|
|
|
303
|
|
||
Terminals
|
|
|
|
|
||||
Revenues from external customers
|
|
493
|
|
|
487
|
|
||
Intersegment revenues
|
|
—
|
|
|
—
|
|
||
Products Pipelines
|
|
|
|
|
||||
Revenues from external customers
|
|
396
|
|
|
398
|
|
||
Intersegment revenues
|
|
3
|
|
|
4
|
|
||
Kinder Morgan Canada
|
|
61
|
|
|
59
|
|
||
Corporate and intersegment eliminations(a)
|
|
(5
|
)
|
|
2
|
|
||
Total consolidated revenues
|
|
$
|
3,418
|
|
|
$
|
3,424
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Segment EBDA(b)
|
|
|
|
|
||||
Natural Gas Pipelines
|
|
$
|
1,136
|
|
|
$
|
1,055
|
|
CO
2
|
|
199
|
|
|
218
|
|
||
Terminals
|
|
295
|
|
|
307
|
|
||
Products Pipelines
|
|
259
|
|
|
287
|
|
||
Kinder Morgan Canada
|
|
46
|
|
|
43
|
|
||
Total Segment EBDA
|
|
1,935
|
|
|
1,910
|
|
||
DD&A
|
|
(570
|
)
|
|
(558
|
)
|
||
Amortization of excess cost of equity investments
|
|
(32
|
)
|
|
(15
|
)
|
||
General and administrative and corporate charges
|
|
(160
|
)
|
|
(181
|
)
|
||
Interest, net
|
|
(467
|
)
|
|
(465
|
)
|
||
Income tax expense
|
|
(164
|
)
|
|
(246
|
)
|
||
Total consolidated net income
|
|
$
|
542
|
|
|
$
|
445
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
51,224
|
|
|
$
|
51,173
|
|
CO
2
|
3,938
|
|
|
3,946
|
|
||
Terminals
|
9,876
|
|
|
9,935
|
|
||
Products Pipelines
|
8,564
|
|
|
8,539
|
|
||
Kinder Morgan Canada
|
2,178
|
|
|
2,080
|
|
||
Corporate assets(c)
|
3,231
|
|
|
3,382
|
|
||
Total consolidated assets
|
$
|
79,011
|
|
|
$
|
79,055
|
|
(a)
|
2017 includes a
$9 million
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.
|
(c)
|
Includes cash and cash equivalents, margin and restricted deposits, unallocable interest receivable, 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 activity) not allocated to the reportable segments.
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended March 31, 2018
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,080
|
|
|
$
|
386
|
|
|
$
|
(48
|
)
|
|
$
|
3,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
979
|
|
|
77
|
|
|
(37
|
)
|
|
1,019
|
|
||||||
Depreciation, depletion and amortization
|
|
5
|
|
|
—
|
|
|
484
|
|
|
81
|
|
|
—
|
|
|
570
|
|
||||||
Other operating (income) expense
|
|
(25
|
)
|
|
1
|
|
|
743
|
|
|
172
|
|
|
(11
|
)
|
|
880
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
(20
|
)
|
|
1
|
|
|
2,206
|
|
|
330
|
|
|
(48
|
)
|
|
2,469
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
20
|
|
|
(1
|
)
|
|
874
|
|
|
56
|
|
|
—
|
|
|
949
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
806
|
|
|
745
|
|
|
51
|
|
|
16
|
|
|
(1,618
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
220
|
|
||||||
Interest, net
|
|
(184
|
)
|
|
(4
|
)
|
|
(273
|
)
|
|
(6
|
)
|
|
—
|
|
|
(467
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
6
|
|
|
—
|
|
|
(10
|
)
|
|
8
|
|
|
—
|
|
|
4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
648
|
|
|
740
|
|
|
862
|
|
|
74
|
|
|
(1,618
|
)
|
|
706
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Tax Expense
|
|
(124
|
)
|
|
(2
|
)
|
|
(26
|
)
|
|
(12
|
)
|
|
—
|
|
|
(164
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
524
|
|
|
738
|
|
|
836
|
|
|
62
|
|
|
(1,618
|
)
|
|
542
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income Attributable to Controlling Interests
|
|
524
|
|
|
738
|
|
|
836
|
|
|
62
|
|
|
(1,636
|
)
|
|
524
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred Stock Dividends
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Net Income Available to Common Stockholders
|
|
$
|
485
|
|
|
$
|
738
|
|
|
$
|
836
|
|
|
$
|
62
|
|
|
$
|
(1,636
|
)
|
|
$
|
485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
524
|
|
|
$
|
738
|
|
|
$
|
836
|
|
|
$
|
62
|
|
|
$
|
(1,618
|
)
|
|
$
|
542
|
|
Total other comprehensive loss
|
|
(17
|
)
|
|
(56
|
)
|
|
(57
|
)
|
|
(78
|
)
|
|
167
|
|
|
(41
|
)
|
||||||
Comprehensive income (loss)
|
|
507
|
|
|
682
|
|
|
779
|
|
|
(16
|
)
|
|
(1,451
|
)
|
|
501
|
|
||||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||
Comprehensive income (loss) attributable to controlling interests
|
|
$
|
507
|
|
|
$
|
682
|
|
|
$
|
779
|
|
|
$
|
(16
|
)
|
|
$
|
(1,445
|
)
|
|
$
|
507
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Three Months Ended March 31, 2017
(In Millions)
(Unaudited)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
3,058
|
|
|
$
|
375
|
|
|
$
|
(18
|
)
|
|
$
|
3,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
997
|
|
|
71
|
|
|
(7
|
)
|
|
1,061
|
|
||||||
Depreciation, depletion and amortization
|
|
4
|
|
|
—
|
|
|
476
|
|
|
78
|
|
|
—
|
|
|
558
|
|
||||||
Other operating expenses
|
|
15
|
|
|
—
|
|
|
691
|
|
|
133
|
|
|
(11
|
)
|
|
828
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
19
|
|
|
—
|
|
|
2,164
|
|
|
282
|
|
|
(18
|
)
|
|
2,447
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
|
(10
|
)
|
|
—
|
|
|
894
|
|
|
93
|
|
|
—
|
|
|
977
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
846
|
|
|
827
|
|
|
102
|
|
|
18
|
|
|
(1,793
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||||
Interest, net
|
|
(177
|
)
|
|
6
|
|
|
(282
|
)
|
|
(12
|
)
|
|
—
|
|
|
(465
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
659
|
|
|
833
|
|
|
889
|
|
|
103
|
|
|
(1,793
|
)
|
|
691
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Tax Expense
|
|
(219
|
)
|
|
(2
|
)
|
|
(17
|
)
|
|
(8
|
)
|
|
—
|
|
|
(246
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
440
|
|
|
831
|
|
|
872
|
|
|
95
|
|
|
(1,793
|
)
|
|
445
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income Attributable to Controlling Interests
|
|
440
|
|
|
831
|
|
|
872
|
|
|
95
|
|
|
(1,798
|
)
|
|
440
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred Stock Dividends
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Net Income Available to Common Stockholders
|
|
401
|
|
|
831
|
|
|
872
|
|
|
95
|
|
|
(1,798
|
)
|
|
401
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
440
|
|
|
$
|
831
|
|
|
$
|
872
|
|
|
$
|
95
|
|
|
$
|
(1,793
|
)
|
|
$
|
445
|
|
Total other comprehensive income
|
|
68
|
|
|
106
|
|
|
99
|
|
|
21
|
|
|
(226
|
)
|
|
68
|
|
||||||
Comprehensive income
|
|
508
|
|
|
937
|
|
|
971
|
|
|
116
|
|
|
(2,019
|
)
|
|
513
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
508
|
|
|
$
|
937
|
|
|
$
|
971
|
|
|
$
|
116
|
|
|
$
|
(2,024
|
)
|
|
$
|
508
|
|
Condensed Consolidating Balance Sheets as of March 31, 2018
(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
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
(4
|
)
|
|
$
|
294
|
|
Other current assets - affiliates
|
|
7,167
|
|
|
3,972
|
|
|
24,227
|
|
|
918
|
|
|
(36,284
|
)
|
|
—
|
|
||||||
All other current assets
|
|
227
|
|
|
41
|
|
|
1,819
|
|
|
260
|
|
|
(13
|
)
|
|
2,334
|
|
||||||
Property, plant and equipment, net
|
|
248
|
|
|
—
|
|
|
31,109
|
|
|
8,976
|
|
|
—
|
|
|
40,333
|
|
||||||
Investments
|
|
665
|
|
|
—
|
|
|
6,620
|
|
|
135
|
|
|
—
|
|
|
7,420
|
|
||||||
Investments in subsidiaries
|
|
38,824
|
|
|
37,607
|
|
|
5,433
|
|
|
4,251
|
|
|
(86,115
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,789
|
|
|
22
|
|
|
5,166
|
|
|
3,180
|
|
|
—
|
|
|
22,157
|
|
||||||
Notes receivable from affiliates
|
|
989
|
|
|
20,356
|
|
|
523
|
|
|
839
|
|
|
(22,707
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
3,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,608
|
)
|
|
1,886
|
|
||||||
Other non-current assets
|
|
340
|
|
|
102
|
|
|
4,004
|
|
|
141
|
|
|
—
|
|
|
4,587
|
|
||||||
Total assets
|
|
$
|
65,804
|
|
|
$
|
62,100
|
|
|
$
|
78,901
|
|
|
$
|
18,937
|
|
|
$
|
(146,731
|
)
|
|
$
|
79,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
962
|
|
|
$
|
1,300
|
|
|
$
|
30
|
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
2,494
|
|
Other current liabilities - affiliates
|
|
13,685
|
|
|
14,216
|
|
|
7,573
|
|
|
810
|
|
|
(36,284
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
362
|
|
|
160
|
|
|
1,889
|
|
|
541
|
|
|
(17
|
)
|
|
2,935
|
|
||||||
Long-term debt
|
|
15,068
|
|
|
16,782
|
|
|
3,041
|
|
|
652
|
|
|
—
|
|
|
35,543
|
|
||||||
Notes payable to affiliates
|
|
1,331
|
|
|
448
|
|
|
20,573
|
|
|
355
|
|
|
(22,707
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
473
|
|
|
1,135
|
|
|
(1,608
|
)
|
|
—
|
|
||||||
All other long-term liabilities and deferred credits
|
|
729
|
|
|
165
|
|
|
969
|
|
|
518
|
|
|
—
|
|
|
2,381
|
|
||||||
Total liabilities
|
|
32,137
|
|
|
33,071
|
|
|
34,548
|
|
|
4,213
|
|
|
(60,616
|
)
|
|
43,353
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
523
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
33,667
|
|
|
29,029
|
|
|
43,830
|
|
|
14,724
|
|
|
(87,583
|
)
|
|
33,667
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
|
1,468
|
|
||||||
Total stockholders’ equity
|
|
33,667
|
|
|
29,029
|
|
|
43,830
|
|
|
14,724
|
|
|
(86,115
|
)
|
|
35,135
|
|
||||||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
|
$
|
65,804
|
|
|
$
|
62,100
|
|
|
$
|
78,901
|
|
|
$
|
18,937
|
|
|
$
|
(146,731
|
)
|
|
$
|
79,011
|
|
Condensed Consolidating Balance Sheets as of December 31, 2017
(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
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
(1
|
)
|
|
$
|
264
|
|
Other current assets - affiliates
|
|
6,214
|
|
|
5,201
|
|
|
22,402
|
|
|
858
|
|
|
(34,675
|
)
|
|
—
|
|
||||||
All other current assets
|
|
243
|
|
|
59
|
|
|
1,938
|
|
|
235
|
|
|
(24
|
)
|
|
2,451
|
|
||||||
Property, plant and equipment, net
|
|
236
|
|
|
—
|
|
|
31,093
|
|
|
8,826
|
|
|
—
|
|
|
40,155
|
|
||||||
Investments
|
|
665
|
|
|
—
|
|
|
6,498
|
|
|
135
|
|
|
—
|
|
|
7,298
|
|
||||||
Investments in subsidiaries
|
|
37,983
|
|
|
36,728
|
|
|
5,417
|
|
|
4,232
|
|
|
(84,360
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,789
|
|
|
22
|
|
|
5,166
|
|
|
3,185
|
|
|
—
|
|
|
22,162
|
|
||||||
Notes receivable from affiliates
|
|
1,033
|
|
|
20,363
|
|
|
1,233
|
|
|
776
|
|
|
(23,405
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
3,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,591
|
)
|
|
2,044
|
|
||||||
Other non-current assets
|
|
254
|
|
|
164
|
|
|
4,080
|
|
|
183
|
|
|
—
|
|
|
4,681
|
|
||||||
Total assets
|
|
$
|
64,055
|
|
|
$
|
62,537
|
|
|
$
|
77,827
|
|
|
$
|
18,692
|
|
|
$
|
(144,056
|
)
|
|
$
|
79,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
924
|
|
|
$
|
975
|
|
|
$
|
805
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
2,828
|
|
Other current liabilities - affiliates
|
|
13,225
|
|
|
14,188
|
|
|
6,512
|
|
|
750
|
|
|
(34,675
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
468
|
|
|
347
|
|
|
2,055
|
|
|
508
|
|
|
(25
|
)
|
|
3,353
|
|
||||||
Long-term debt
|
|
13,104
|
|
|
18,206
|
|
|
3,052
|
|
|
653
|
|
|
—
|
|
|
35,015
|
|
||||||
Notes payable to affiliates
|
|
2,009
|
|
|
448
|
|
|
20,593
|
|
|
355
|
|
|
(23,405
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
449
|
|
|
1,142
|
|
|
(1,591
|
)
|
|
—
|
|
||||||
Other long-term liabilities and deferred credits
|
|
689
|
|
|
117
|
|
|
1,462
|
|
|
467
|
|
|
—
|
|
|
2,735
|
|
||||||
Total liabilities
|
|
30,419
|
|
|
34,281
|
|
|
34,928
|
|
|
3,999
|
|
|
(59,696
|
)
|
|
43,931
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
33,636
|
|
|
28,256
|
|
|
42,899
|
|
|
14,693
|
|
|
(85,848
|
)
|
|
33,636
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,488
|
|
|
1,488
|
|
||||||
Total stockholders’ equity
|
|
33,636
|
|
|
28,256
|
|
|
42,899
|
|
|
14,693
|
|
|
(84,360
|
)
|
|
35,124
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
64,055
|
|
|
$
|
62,537
|
|
|
$
|
77,827
|
|
|
$
|
18,692
|
|
|
$
|
(144,056
|
)
|
|
$
|
79,055
|
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2018
(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
|
|
$
|
(302
|
)
|
|
$
|
838
|
|
|
$
|
2,356
|
|
|
$
|
263
|
|
|
$
|
(2,181
|
)
|
|
$
|
974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions of assets and investments
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||
Capital expenditures
|
|
(19
|
)
|
|
—
|
|
|
(451
|
)
|
|
(237
|
)
|
|
—
|
|
|
(707
|
)
|
||||||
Proceeds from sales of equity investments
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
||||||
Contributions to investments
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(2
|
)
|
|
—
|
|
|
(66
|
)
|
||||||
Distributions from equity investments in excess of cumulative earnings
|
|
559
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
(559
|
)
|
|
42
|
|
||||||
Funding (to) from affiliates
|
|
(3,074
|
)
|
|
34
|
|
|
(1,388
|
)
|
|
(248
|
)
|
|
4,676
|
|
|
—
|
|
||||||
Loans to related party
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Net cash (used in) provided by investing activities
|
|
(2,532
|
)
|
|
34
|
|
|
(1,856
|
)
|
|
(488
|
)
|
|
4,117
|
|
|
(725
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of debt
|
|
5,961
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
6,039
|
|
||||||
Payments of debt
|
|
(3,929
|
)
|
|
(975
|
)
|
|
(777
|
)
|
|
(3
|
)
|
|
—
|
|
|
(5,684
|
)
|
||||||
Debt issue costs
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Cash dividends - common shares
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
||||||
Cash dividends - preferred shares
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Repurchases of shares
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
||||||
Funding from affiliates
|
|
1,444
|
|
|
1,402
|
|
|
1,639
|
|
|
191
|
|
|
(4,676
|
)
|
|
—
|
|
||||||
Contributions from investment partner
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Distributions to parents
|
|
—
|
|
|
(1,289
|
)
|
|
(1,403
|
)
|
|
(62
|
)
|
|
2,754
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||
Other, net
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
2,892
|
|
|
(862
|
)
|
|
(500
|
)
|
|
200
|
|
|
(1,939
|
)
|
|
(209
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
|
58
|
|
|
10
|
|
|
—
|
|
|
(28
|
)
|
|
(3
|
)
|
|
37
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
|
3
|
|
|
1
|
|
|
—
|
|
|
323
|
|
|
(1
|
)
|
|
326
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
|
$
|
61
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
$
|
(4
|
)
|
|
$
|
363
|
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 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
|
|
$
|
(862
|
)
|
|
$
|
820
|
|
|
$
|
2,983
|
|
|
$
|
231
|
|
|
$
|
(2,286
|
)
|
|
$
|
886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Acquisitions of assets and investments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Capital expenditures
|
|
(19
|
)
|
|
—
|
|
|
(582
|
)
|
|
(63
|
)
|
|
—
|
|
|
(664
|
)
|
|||||||
Sales of property, plant and equipment, and other net assets, net of removal costs
|
|
5
|
|
|
—
|
|
|
45
|
|
|
21
|
|
|
—
|
|
|
71
|
|
|||||||
Contributions to investments
|
|
(15
|
)
|
|
—
|
|
|
(173
|
)
|
|
(3
|
)
|
|
—
|
|
|
(191
|
)
|
|||||||
Distributions from equity investments in excess of cumulative earnings
|
|
463
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
(444
|
)
|
|
138
|
|
|||||||
Funding (to) from affiliates
|
|
(1,678
|
)
|
|
406
|
|
|
(1,823
|
)
|
|
(213
|
)
|
—
|
|
3,308
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
|
(1,244
|
)
|
|
406
|
|
|
(2,418
|
)
|
|
(258
|
)
|
|
2,864
|
|
|
(650
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuances of debt
|
|
1,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,517
|
|
|||||||
Payments of debt
|
|
(1,517
|
)
|
|
(600
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2,122
|
)
|
|||||||
Debt issue costs
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Cash dividends - common shares
|
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|||||||
Cash dividends - preferred shares
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||||
Funding from affiliates
|
|
2,129
|
|
|
636
|
|
|
463
|
|
|
80
|
|
|
(3,308
|
)
|
|
—
|
|
|||||||
Contribution from investment partner
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||||
Distributions to parents
|
|
—
|
|
|
(1,272
|
)
|
|
(1,421
|
)
|
|
(47
|
)
|
|
2,740
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Other, net
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
|
1,808
|
|
|
(1,236
|
)
|
|
(563
|
)
|
|
30
|
|
|
(577
|
)
|
|
(538
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net (decrease) increase in Cash, Cash Equivalents and Restricted Deposits
|
|
(298
|
)
|
|
(10
|
)
|
|
2
|
|
|
4
|
|
|
1
|
|
|
(301
|
)
|
|||||||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
|
471
|
|
|
36
|
|
|
9
|
|
|
272
|
|
|
(1
|
)
|
|
787
|
|
|||||||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
|
$
|
173
|
|
|
$
|
26
|
|
|
$
|
11
|
|
|
$
|
276
|
|
|
$
|
—
|
|
|
$
|
486
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Earnings
increase/(decrease) |
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
1,136
|
|
|
$
|
1,055
|
|
|
$
|
81
|
|
|
8
|
%
|
CO
2
|
199
|
|
|
218
|
|
|
(19
|
)
|
|
(9
|
)%
|
|||
Terminals
|
295
|
|
|
307
|
|
|
(12
|
)
|
|
(4
|
)%
|
|||
Products Pipelines
|
259
|
|
|
287
|
|
|
(28
|
)
|
|
(10
|
)%
|
|||
Kinder Morgan Canada
|
46
|
|
|
43
|
|
|
3
|
|
|
7
|
%
|
|||
Total Segment EBDA(b)
|
1,935
|
|
|
1,910
|
|
|
25
|
|
|
1
|
%
|
|||
DD&A
|
(570
|
)
|
|
(558
|
)
|
|
(12
|
)
|
|
(2
|
)%
|
|||
Amortization of excess cost of equity investments
|
(32
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|
(113
|
)%
|
|||
General and administrative and corporate charges(c)
|
(160
|
)
|
|
(181
|
)
|
|
21
|
|
|
12
|
%
|
|||
Interest, net(d)
|
(467
|
)
|
|
(465
|
)
|
|
(2
|
)
|
|
—
|
%
|
|||
Income before income taxes
|
706
|
|
|
691
|
|
|
15
|
|
|
2
|
%
|
|||
Income tax expense
|
(164
|
)
|
|
(246
|
)
|
|
82
|
|
|
33
|
%
|
|||
Net income
|
542
|
|
|
445
|
|
|
97
|
|
|
22
|
%
|
|||
Net income attributable to noncontrolling interests
|
(18
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
(260
|
)%
|
|||
Net income attributable to Kinder Morgan, Inc.
|
524
|
|
|
440
|
|
|
84
|
|
|
19
|
%
|
|||
Preferred Stock Dividends
|
(39
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net income Available to Common Stockholders
|
$
|
485
|
|
|
$
|
401
|
|
|
$
|
84
|
|
|
21
|
%
|
(a)
|
Includes revenues, earnings from equity investments, and other, net, less operating expenses, other expense (income), net. Operating expenses include costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(b)
|
2018 and 2017 amounts include a net decrease in earnings of $16 million and a net increase in earnings of $37 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)
|
2018 and 2017 amounts include a net decrease in expense of $4 million and a net increase in expense of $7 million, respectively, 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)
|
2018 and 2017 amounts include net decreases in expense of $5 million and $12 million, respectively related to the combined effect of the certain items related to interest expense, net disclosed below in “—General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests.”
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except per share amounts)
|
||||||
Net Income Available to Common Stockholders
|
$
|
485
|
|
|
$
|
401
|
|
Add/(Subtract):
|
|
|
|
||||
Certain items before book tax(a)
|
51
|
|
|
(42
|
)
|
||
Book tax certain items(b)
|
(3
|
)
|
|
12
|
|
||
Impact of 2017 Tax Reform(c)
|
(44
|
)
|
|
—
|
|
||
Total certain items
|
4
|
|
|
(30
|
)
|
||
|
|
|
|
||||
Net income available to common stockholders before certain items
|
489
|
|
|
371
|
|
||
Add/(Subtract):
|
|
|
|
||||
DD&A expense(d)
|
690
|
|
|
671
|
|
||
Total book taxes(e)
|
184
|
|
|
261
|
|
||
Cash taxes(f)
|
(13
|
)
|
|
3
|
|
||
Other items(g)
|
11
|
|
|
13
|
|
||
Sustaining capital expenditures(h)
|
(114
|
)
|
|
(104
|
)
|
||
DCF
|
$
|
1,247
|
|
|
$
|
1,215
|
|
|
|
|
|
||||
Weighted average common shares outstanding for dividends(i)
|
2,218
|
|
|
2,239
|
|
||
DCF per common share
|
$
|
0.56
|
|
|
$
|
0.54
|
|
Declared dividend per common share
|
$
|
0.20
|
|
|
$
|
0.125
|
|
(a)
|
Consists of certain items summarized in footnotes (b) through (d) to the “
—
Results of Operations
—
Consolidated Earnings Results” table 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.
|
(c)
|
Represents our share of certain equity investees’ 2017 Tax Reform provisional adjustments.
|
(d)
|
Includes DD&A and amortization of excess cost of equity investments. 2018 and 2017 amounts also include $88 million and $98 million, respectively, of our share of certain equity investees’ DD&A, net of the noncontrolling interests’ portion of KML DD&A and consolidating joint venture partners’ share of DD&A.
|
(e)
|
Excludes book tax certain items. 2018 and 2017 amounts also include $17 million and $27 million, respectively, of our share of taxable equity investees’ book taxes, net of the noncontrolling interests’ portion of KML book taxes.
|
(f)
|
2018 amount includes $(10) million of our share of taxable equity investees’ cash taxes.
|
(g)
|
Consists primarily of non-cash compensation associated with our restricted stock program.
|
(h)
|
2018 and 2017 amounts include $(16) million and $(18) million, respectively, of our share of (i) certain equity investees’, (ii) KML’s; and (iii) certain consolidating joint venture subsidiaries’ sustaining capital expenditures.
|
(i)
|
Includes restricted stock awards that participate in common share dividends.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues(a)
|
$
|
2,166
|
|
|
$
|
2,171
|
|
Operating expenses(b)
|
(1,232
|
)
|
|
(1,272
|
)
|
||
Earnings from equity investments(b)
|
185
|
|
|
146
|
|
||
Other, net
|
17
|
|
|
10
|
|
||
Segment EBDA(b)
|
1,136
|
|
|
1,055
|
|
||
Certain items(b)
|
(54)
|
|
|
(36
|
)
|
||
Segment EBDA before certain items
|
$
|
1,082
|
|
|
$
|
1,019
|
|
|
|
|
|
||||
Change from prior period
|
|
||||||
Revenues before certain items
|
$
|
4
|
|
|
—
|
%
|
|
Segment EBDA before certain items
|
$
|
63
|
|
|
6
|
%
|
|
|
|
|
|
||||
Natural gas transport volumes (BBtu/d)(c)
|
32,124
|
|
|
29,326
|
|
||
Natural gas sales volumes (BBtu/d)(c)
|
2,491
|
|
|
2,563
|
|
||
Natural gas gathering volumes (BBtu/d)(c)
|
2,731
|
|
|
2,712
|
|
||
Crude/condensate gathering volumes (MBbl/d)(c)
|
281
|
|
|
272
|
|
(a)
|
2018 and 2017 amounts include increases in revenue of $6 million and $15 million, respectively, related to non-cash mark-to-market derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: 2018 amount also includes (i) an increase in earnings of $44 million for our share of certain equity investees’ 2017 Tax Reform provisional adjustments; (ii) an increase in earnings of $6 million related to the release of certain sales and use tax reserves; and (iii) a $2 million decrease in earnings from other certain items. 2017 amount also includes (i) an increase in earnings from an equity investment of $22 million on the sale of a claim related to the early termination of a long-term natural gas transportation contract and (ii) a $1 million decrease in earnings from other certain items.
|
(c)
|
Joint venture throughput is reported at our ownership share.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Texas Intrastate Natural Gas Pipeline Operations
|
$
|
34
|
|
|
31
|
%
|
|
$
|
11
|
|
|
1
|
%
|
Hiland Midstream
|
10
|
|
|
22
|
%
|
|
(15
|
)
|
|
(9
|
)%
|
||
NGPL
|
7
|
|
|
58
|
%
|
|
9
|
|
|
n/a
|
|||
EPNG
|
6
|
|
|
5
|
%
|
|
9
|
|
|
5
|
%
|
||
SNG(a)
|
6
|
|
|
18
|
%
|
|
—
|
|
|
—
|
%
|
||
Citrus(a)
|
6
|
|
|
29
|
%
|
|
—
|
|
|
—
|
%
|
||
TGP
|
(15
|
)
|
|
(5
|
)%
|
|
10
|
|
|
3
|
%
|
||
All others (including eliminations)
|
9
|
|
|
4
|
%
|
|
(20
|
)
|
|
(4
|
)%
|
||
Total Natural Gas Pipelines
|
$
|
63
|
|
|
6
|
%
|
|
$
|
4
|
|
|
—
|
%
|
(a)
|
Equity investment.
|
•
|
increase of $34 million (31%) 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) was primarily due to higher sales margin as a result of higher average sales rate and higher transportation revenues primarily due to higher volumes, both driven by greater weather-related demand;
|
•
|
increase of $10 million (22%) from Hiland Midstream primarily due to higher natural gas margins resulting from increased inlet volumes and renegotiated contracts, and higher crude oil margins driven by higher crude oil sales volumes and crude oil sales prices. The $15 million decrease in revenues is primarily due to the $89 million effect of the January 1, 2018 adoption of Topic 606 as discussed in Note 6 “Revenue Recognition” to our consolidated financial statements, partially offset by an increase of $74 million in sales revenues, primarily natural gas liquids and crude oil;
|
•
|
increase of $7 million (58%) from NGPL due to lower interest expense and greater transport revenue resulting from increased weather-related demand, power demand and deliveries to Mexico:
|
•
|
increase of $6 million (5%) from EPNG primarily due to higher transportation revenues driven by incremental Permian capacity sales;
|
•
|
increase of $6 million (18%) from SNG primarily due to higher usage revenues from higher throughput and higher park and loan revenues both resulting from increased weather-related demand and lower interest expense resulting from lower debt balances and interest rates and lower operations and maintenance expense;
|
•
|
increase of $6 million (29%) from Citrus primarily due to lower income tax expense due to the lower U.S. federal corporate income tax rate in first quarter 2018 and higher transportation revenues; and
|
•
|
decrease of $15 million (5%) from TGP primarily due to lower firm transportation revenues driven by lower capacity sales partially offset by increased revenues from expansion projects placed in service in latter part of 2017. Revenues were also impacted by an increase in operational gas sales which was offset by an increase in associated gas cost.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
(In millions, except operating statistics)
|
|||||||
Revenues(a)
|
|
$
|
304
|
|
|
$
|
303
|
|
Operating expenses
|
|
(115
|
)
|
|
(97
|
)
|
||
Other income(b)
|
|
—
|
|
|
1
|
|
||
Earnings from equity investments
|
|
10
|
|
|
11
|
|
||
Segment EBDA(b)
|
|
199
|
|
|
218
|
|
||
Certain items(b)
|
|
38
|
|
|
4
|
|
||
Segment EBDA before certain items
|
|
$
|
237
|
|
|
$
|
222
|
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|||||||
Revenues before certain items
|
|
$
|
34
|
|
|
11
|
%
|
|
Segment EBDA before certain items
|
|
$
|
15
|
|
|
7
|
%
|
|
|
|
|
|
|
||||
Southwest Colorado CO
2
production (gross)(Bcf/d)(c)
|
|
1.3
|
|
|
1.3
|
|
||
Southwest Colorado CO
2
production (net)(Bcf/d)(c)
|
|
0.6
|
|
|
0.7
|
|
||
SACROC oil production (gross)(MBbl/d)(d)
|
|
29.5
|
|
|
28.3
|
|
||
SACROC oil production (net)(MBbl/d)(e)
|
|
24.6
|
|
|
23.6
|
|
||
Yates oil production (gross)(MBbl/d)(d)
|
|
17.0
|
|
|
17.9
|
|
||
Yates oil production (net)(MBbl/d)(e)
|
|
7.7
|
|
|
8.0
|
|
||
Katz, Goldsmith and Tall Cotton oil production (gross)(MBbl/d)(d)
|
|
8.6
|
|
|
7.3
|
|
||
Katz, Goldsmith and Tall Cotton oil production (net)(MBbl/d)(e)
|
|
7.3
|
|
|
6.2
|
|
||
NGL sales volumes (net)(MBbl/d)(e)
|
|
10.2
|
|
|
10.2
|
|
||
Realized weighted-average oil price per Bbl(f)
|
|
$
|
59.72
|
|
|
$
|
58.14
|
|
Realized weighted-average NGL price per Bbl(g)
|
|
$
|
30.39
|
|
|
$
|
24.50
|
|
(a)
|
2018 and 2017 amounts include unrealized losses of $38 million and $5 million, respectively, related to derivative contracts used to hedge forecasted commodity sales.
|
(b)
|
In addition to the revenue certain items described in footnote (a) above: 2017 amount also includes a $1 million decrease in expense related to source and transportation project write-offs.
|
(c)
|
Includes McElmo Dome and Doe Canyon sales volumes.
|
(d)
|
Represents 100% of the production from the field. We own an 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 all NGL sales.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation Activities
|
$
|
(5
|
)
|
|
(6
|
)%
|
|
$
|
9
|
|
|
10
|
%
|
Oil and Gas Producing Activities
|
20
|
|
|
14
|
%
|
|
23
|
|
|
10
|
%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
2
|
|
|
18
|
%
|
||
Total CO
2
|
$
|
15
|
|
|
7
|
%
|
|
$
|
34
|
|
|
11
|
%
|
•
|
decrease of $5 million (6%) from our Source and Transportation activities primarily due to lower sales margin of $4 million driven by lower volumes of $8 million partially offset by higher contract sales prices of $4 million, and lower other revenues of $1 million. The $9 million increase in revenues is primarily due to the effect of the January 1, 2018 adoption of Topic 606, which increased both revenues and operating expenses (costs of sales) by $14 million, as discussed in Note 6 “Revenue Recognition” to our consolidated financial statements; and
|
•
|
increase of $20 million (14%) from our Oil and Gas Producing activities primarily due to increased revenues of $23 million driven by higher commodity prices of $12 million and higher volumes of $11 million partially offset by an increase of $3 million in operating expenses.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
(In millions, except operating statistics)
|
|||||||
Revenues(a)
|
|
$
|
493
|
|
|
$
|
487
|
|
Operating expenses(b)
|
|
(206
|
)
|
|
(179
|
)
|
||
Other expense(b)
|
|
—
|
|
|
(7
|
)
|
||
Earnings from equity investments
|
|
7
|
|
|
5
|
|
||
Other, net
|
|
1
|
|
|
1
|
|
||
Segment EBDA(b)
|
|
295
|
|
|
307
|
|
||
Certain items(b)
|
|
1
|
|
|
(5
|
)
|
||
Segment EBDA before certain items
|
|
$
|
296
|
|
|
$
|
302
|
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|||||||
Revenues before certain items
|
|
$
|
7
|
|
|
1
|
%
|
|
Segment EBDA before certain items
|
|
$
|
(6
|
)
|
|
(2
|
)%
|
|
|
|
|
|
|
||||
Bulk transload tonnage (MMtons)
|
|
14.4
|
|
|
14.4
|
|
||
Ethanol (MMBbl)
|
|
14.8
|
|
|
17.7
|
|
||
Liquids leasable capacity (MMBbl)
|
|
88.8
|
|
|
85.8
|
|
||
Liquids utilization %(c)
|
|
91.0
|
%
|
|
95.2
|
%
|
(a)
|
2018 and 2017 amounts include increases in revenue of $1 million and $2 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: 2018 amount also includes an increase in expense of $2 million related to hurricane repairs. 2017 amount also includes (i) a decrease in expense of $10 million related to accrued dredging costs; and (ii) $7 million related to losses on impairments and divestitures.
|
(c)
|
The ratio of our actual leased capacity to our estimated capacity.
|
|
Segment EBDA before certain items
increase/(decrease)
|
|
Revenues before
certain items
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Gulf Central
|
$
|
(6
|
)
|
|
(23
|
)%
|
|
$
|
(6
|
)
|
|
(18
|
)%
|
Northeast
|
(3
|
)
|
|
(10
|
)%
|
|
(2
|
)
|
|
(4
|
)%
|
||
Alberta Canada
|
4
|
|
|
12
|
%
|
|
5
|
|
|
13
|
%
|
||
Marine Operations
|
3
|
|
|
7
|
%
|
|
17
|
|
|
26
|
%
|
||
Gulf Liquids
|
2
|
|
|
3
|
%
|
|
6
|
|
|
6
|
%
|
||
All others (including intrasegment eliminations)
|
(6
|
)
|
|
(6
|
)%
|
|
(13
|
)
|
|
(7
|
)%
|
||
Total Terminals
|
$
|
(6
|
)
|
|
(2
|
)%
|
|
$
|
7
|
|
|
1
|
%
|
•
|
decrease of $6 million (23%) from our Gulf Central terminals primarily related to the sale of a 40% membership interest in the Deeprock Development joint venture in July 2017;
|
•
|
decrease of $3 million (10%) from our Northeast terminals primarily due to non-renewal of certain customer contracts at our Staten Island terminal and lower contract rates;
|
•
|
increase of $4 million (12%) from our Alberta Canada terminals primarily due to placing our Base Line Terminal joint venture into service in January 2018 and higher revenues at our Edmonton Rail Terminal joint venture primarily due to an adjustment in terminal fees in connection with a favorable arbitration ruling and favorable foreign exchange rates;
|
•
|
increase of $3 million (7%) from our Marine Operations related to the incremental earnings from the March 2017, June 2017, July 2017 and December 2017 deliveries of the Jones Act tankers, the
American Freedom
,
Palmetto State, American Liberty
and
American Pride,
respectively, partially offset by decreased contributions from existing Jones Act tankers driven by lower charter rates; and
|
•
|
increase of $2 million (3%) from our Gulf Liquids terminals primarily driven by strong organic volume growth across our Houston Ship Chanel facilities as well as contributions from expansion projects at our Pasadena Terminal and the Kinder Morgan Export Terminal.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
(In millions, except operating statistics)
|
|||||||
Revenues
|
|
$
|
399
|
|
|
$
|
402
|
|
Operating expenses(a)
|
|
(158
|
)
|
|
(129
|
)
|
||
Earnings from equity investments
|
|
18
|
|
|
13
|
|
||
Other, net
|
|
—
|
|
|
1
|
|
||
Segment EBDA(a)
|
|
259
|
|
|
287
|
|
||
Certain items(a)
|
|
31
|
|
|
—
|
|
||
Segment EBDA before certain items
|
|
$
|
290
|
|
|
$
|
287
|
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|||||||
Revenues
|
|
$
|
(3
|
)
|
|
(1
|
)%
|
|
Segment EBDA before certain items
|
|
$
|
3
|
|
|
1
|
%
|
|
|
|
|
|
|
||||
Gasoline (MBbl/d)(b)
|
|
979
|
|
|
992
|
|
||
Diesel fuel (MBbl/d)
|
|
341
|
|
|
323
|
|
||
Jet fuel (MBbl/d)
|
|
289
|
|
|
285
|
|
||
Total refined product volumes (MBbl/d)(c)
|
|
1,609
|
|
|
1,600
|
|
||
NGL (MBbl/d)(c)
|
|
116
|
|
|
106
|
|
||
Crude and condensate (MBbl/d)(c)
|
|
329
|
|
|
348
|
|
||
Total delivery volumes (MBbl/d)
|
|
2,054
|
|
|
2,054
|
|
||
Ethanol (MBbl/d)(d)
|
|
120
|
|
|
110
|
|
(a)
|
2018 amount includes an increase in expense of $31 million associated with a certain Pacific operations litigation matter.
|
(b)
|
Volumes include ethanol pipeline volumes.
|
(c)
|
Joint venture throughput is reported at our ownership share.
|
(d)
|
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)
|
||||||||||||
Double H pipeline
|
$
|
5
|
|
|
33
|
%
|
|
$
|
4
|
|
|
20
|
%
|
Cochin pipeline
|
5
|
|
|
22
|
%
|
|
3
|
|
|
8
|
%
|
||
Crude & Condensate Pipeline
|
(10
|
)
|
|
(18
|
)%
|
|
(7
|
)
|
|
(12
|
)%
|
||
All others (including eliminations)
|
3
|
|
|
2
|
%
|
|
(3
|
)
|
|
(1
|
)%
|
||
Total Products Pipelines
|
$
|
3
|
|
|
1
|
%
|
|
$
|
(3
|
)
|
|
(1
|
)%
|
•
|
increase of $5 million (33%) from Double H pipeline was primarily due to increased recognition of deficiency revenue;
|
•
|
increase of $5 million (22%) from Cochin pipeline primarily due to higher services revenues driven by higher volumes and partially driven by integrity work during the first quarter of 2017; and
|
•
|
decrease of $10 million (18%) from our Kinder Morgan Crude & Condensate Pipeline was primarily due to lower services revenues driven by a decrease in pipeline throughput volumes.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
(In millions, except operating statistics)
|
|||||||
Revenues
|
|
$
|
61
|
|
|
$
|
59
|
|
Operating expenses
|
|
(24
|
)
|
|
(20
|
)
|
||
Other, net
|
|
9
|
|
|
4
|
|
||
Segment EBDA
|
|
$
|
46
|
|
|
$
|
43
|
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|||||||
Revenues
|
|
$
|
2
|
|
|
3
|
%
|
|
Segment EBDA
|
|
$
|
3
|
|
|
7
|
%
|
|
|
|
|
|
|
||||
Transport volumes (MBbl/d)(a)
|
|
288
|
|
|
307
|
|
(a)
|
Represents Trans Mountain pipeline system volumes.
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Increase/(decrease)
|
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative and corporate charges(a)
|
$
|
160
|
|
|
$
|
181
|
|
|
$
|
(21
|
)
|
|
(12
|
)%
|
Certain items(a)
|
4
|
|
|
(7
|
)
|
|
11
|
|
|
157
|
%
|
|||
General and administrative and corporate charges before certain items(a)
|
$
|
164
|
|
|
$
|
174
|
|
|
$
|
(10
|
)
|
|
(6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Interest, net(b)
|
$
|
467
|
|
|
$
|
465
|
|
|
$
|
2
|
|
|
—
|
%
|
Certain items(b)
|
5
|
|
|
12
|
|
|
(7
|
)
|
|
(58
|
)%
|
|||
Interest, net, before certain items(b)
|
$
|
472
|
|
|
$
|
477
|
|
|
$
|
(5
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
$
|
18
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
260
|
%
|
Net income attributable to noncontrolling interests before certain items
|
$
|
18
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
260
|
%
|
(a)
|
2018 and 2017 amounts include increases in expense of $6 million and $2 million, respectively, related to certain corporate litigation matters. 2018 amount also includes (i) a decease in expense of $12 million related to the release of certain sales and use tax reserves and (ii) an increase in expense of $2 million related to other certain items. 2017 amount also includes (i) an increase in expense of $4 million related to acquisition costs and (ii) an increase in expense of $1 million related to other certain items.
|
(b)
|
2018 and 2017 amounts include (i) decreases in interest expense of $10 million and $15 million, respectively, related to non-cash debt fair value adjustments associated with acquisitions and (ii) increases in interest expense of $5 million and $3 million, respectively, related to non-cash true-ups of our estimates of swap ineffectiveness.
|
|
Three Months Ended March 31, 2018
|
|
2018 Remaining
|
|
Total 2018
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(a)(c)
|
$
|
114
|
|
|
$
|
558
|
|
|
$
|
672
|
|
KMI Discretionary capital investments(b)(c)(d)(e)
|
$
|
490
|
|
|
$
|
1,856
|
|
|
$
|
2,346
|
|
KML Discretionary capital investments(c)(f)
|
$
|
190
|
|
|
$
|
1,135
|
|
|
$
|
1,325
|
|
(a)
|
Three
months ended March 31, 2018, 2018 Remaining, and Total 2018 amounts include $16 million, $96 million, and $112 million, respectively, for our proportionate share of (i) certain equity investee’s, (ii) KML’s; and (iii) certain consolidating joint venture subsidiaries’ sustaining capital expenditures.
|
(b)
|
Three months ended March 31, 2018 amount includes $30 million of our contributions to certain unconsolidated joint ventures for capital investments.
|
(c)
|
Three months ended March 31, 2018 amount includes $41 million of net changes from accrued capital expenditures, contractor retainage, and other.
|
(d)
|
Three months ended March 31, 2018 amount excludes KML capital expenditures as it has the capacity to draw on its construction credit facility to fund its capital expenditures.
|
(e)
|
2018 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.
|
(f)
|
Three months ended March 31, 2018, 2018 Remaining and Total 2018 amounts include approximately $166 million, $1,049 million and $1,215 million, respectively, on the TMEP.
|
•
|
a $56 million increase associated with net changes in working capital items and non-current assets and liabilities; and
|
•
|
a $32 million increase in operating cash flow resulting from the combined effects of adjusting the $97 million increase in net income for the period-to-period net decrease in non-cash items including the following: (i) change in fair market value of derivative contracts; (ii) DD&A expenses (including amortization of excess cost of equity investments); (iii) deferred income taxes; and (iv) earnings from equity investments.
|
•
|
a $96 million decrease in cash related to distributions received from equity investments in excess of cumulative earnings, primarily driven by the lower distributions from Midcontinent Express Pipeline LLC and Ruby Pipeline Holding Company, L.L.C. in the 2018 period compared to the 2017 period;
|
•
|
$70 million lower cash proceeds from sale of property, plant and equipment and other net assets in the 2018 period compared to the 2017 period; and
|
•
|
a $43 million increase in capital expenditures in the 2018 period over the comparative 2017 period primarily due to higher expenditures related to natural gas and TMEP, partially reduced by lower expenditures in our Terminals segment; partially offset by,
|
•
|
a $125 million decrease in cash used for contributions to equity investments primarily due to lower contributions we made to NGPL Holdings LLC, SNG and Utopia Holding LLC in the 2018 period compared to the 2017 period;
|
•
|
a $940 million net increase in cash related to debt activity as a result of net debt issuances in the 2018 period compared to net debt payments in the 2017 period. See Note 2 “Debt” for further information regarding our debt activity; partially offset by
|
•
|
a $353 million decrease in cash due to lower contributions received from EIG in the 2018 period compared to the 2017 period as the first quarter of 2017 included $387 million we received from EIG for the sale of a 49% partnership interest in ELC; and
|
•
|
a $250 million increase in cash used for common shares repurchased under our common share buy-back program in the 2018 period.
|
Three months ended
|
|
Total quarterly dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
December 31, 2017
|
|
$
|
0.125
|
|
|
January 17, 2018
|
|
January 31, 2018
|
|
February 15, 2018
|
March 31, 2018
|
|
$
|
0.20
|
|
|
April 18, 2018
|
|
April 30, 2018
|
|
May 15, 2018
|
Period
|
|
Total dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
October 26, 2017 through January 25, 2018
|
|
$
|
24.375
|
|
|
October 18, 2017
|
|
January 11, 2018
|
|
January 26, 2018
|
January 26, 2018 through April 25, 2018
|
|
$
|
24.375
|
|
|
January 18, 2018
|
|
April 11, 2018
|
|
April 26, 2018
|
Our Purchases of Our Class P Shares
|
||||||||||||||
Period
|
|
Total number of securities purchased(a)
|
|
Average price paid per security
|
|
Total number of securities purchased as part of publicly announced plans(a)
|
|
Maximum number (or approximate dollar value) of securities that may yet be purchased under the plans or programs
|
||||||
January 1 to January 31, 2018
|
|
11,054,400
|
|
|
$
|
19.01
|
|
|
11,054,400
|
|
|
$
|
1,539,786,059
|
|
February 1 to February 28, 2018
|
|
2,175,738
|
|
|
$
|
18.28
|
|
|
2,175,738
|
|
|
$
|
1,500,000,715
|
|
March 1 to March 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,500,000,715
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
13,230,138
|
|
|
$
|
18.89
|
|
|
13,230,138
|
|
|
$
|
1,500,000,715
|
|
(a)
|
On July 19, 2017, our board of directors approved a $2 billion common share buy-back program that began in December 2017. After repurchase, the shares are cancelled and no longer outstanding.
|
Exhibit
Number
Description
|
|||
4.1
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
12.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three months ended March 31, 2018 and 2017; (ii) our Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017; (iii) our Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017; (iv) our Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017; (v) our Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2018 and 2017; and (vi) the notes to our Consolidated Financial Statements.
|
|
KINDER MORGAN, INC.
|
|
|
|
Registrant
|
Date:
|
April 23, 2018
|
|
By:
|
|
/s/ David P. Michels
|
|
|
|
|
|
David P. Michels
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
NO. [__]
CUSIP No. [___________]
|
[4.300% NOTE DUE 2028]
[5.200% NOTE DUE 2048]
|
U.S.$[________]
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By:
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/s/ Anthony B. Ashley
|
By:
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/s/ Anthony B. Ashley
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Issuer
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Indebtedness
|
|
Maturity
|
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.
|
|
4.30% notes
|
|
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.
|
|
5.20% notes
|
|
March 1, 2048
|
Kinder Morgan, Inc.
|
|
7.45% debentures
|
|
March 1, 2098
|
Kinder Morgan, Inc.
|
|
$100 Million Letter of Credit Facility
|
|
January 31, 2019
|
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
|
Kinder Morgan Energy Partners, L.P.
|
|
6.50% bonds
|
|
September 1, 2039
|
|
|
Schedule I
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||
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(Guaranteed Obligations)
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||
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Current as of: March 31, 2018
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||
Issuer
|
|
Indebtedness
|
|
Maturity
|
Kinder Morgan Energy Partners, L.P.
|
|
6.55% bonds
|
|
September 15, 2040
|
Kinder Morgan Energy Partners, L.P.
|
|
6.375% bonds
|
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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
|
|
Cora industrial revenue bonds
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|
April 1, 2024
|
|
|
|
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_________________________________________________
(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: March 31, 2018
|
Hedging Agreements
1
|
|
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|
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Issuer
|
|
Guaranteed Party
|
|
Date
|
Kinder Morgan, Inc.
|
|
Bank of America, N.A.
|
|
January 4, 2018
|
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.
|
|
The Toronto-Dominion Bank
|
|
October 2, 2017
|
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: March 31, 2018
|
||
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
|
|
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: March 31, 2018
|
||
Agnes B Crane, LLC
|
|
Copano/Webb-Duval Pipeline LLC
|
American Petroleum Tankers II LLC
|
|
CPNO Services LLC
|
American Petroleum Tankers III LLC
|
|
Dakota Bulk Terminal LLC
|
American Petroleum Tankers IV LLC
|
|
Delta Terminal Services LLC
|
American Petroleum Tankers LLC
|
|
Eagle Ford Gathering LLC
|
American Petroleum Tankers Parent LLC
|
|
El Paso Cheyenne Holdings, L.L.C.
|
American Petroleum Tankers V LLC
|
|
El Paso Citrus Holdings, Inc.
|
American Petroleum Tankers VI LLC
|
|
El Paso CNG Company, L.L.C.
|
American Petroleum Tankers VII LLC
|
|
El Paso Energy Service Company, L.L.C.
|
American Petroleum Tankers VIII LLC
|
|
El Paso LLC
|
American Petroleum Tankers IX LLC
|
|
El Paso Midstream Group LLC
|
American Petroleum Tankers X LLC
|
|
El Paso Natural Gas Company, L.L.C.
|
American Petroleum Tankers XI LLC
|
|
El Paso Noric Investments III, L.L.C.
|
APT Florida LLC
|
|
El Paso Ruby Holding Company, L.L.C.
|
APT Intermediate Holdco LLC
|
|
El Paso Tennessee Pipeline Co., L.L.C.
|
APT New Intermediate Holdco LLC
|
|
Elba Express Company, L.L.C.
|
APT Pennsylvania LLC
|
|
Elizabeth River Terminals LLC
|
APT Sunshine State LLC
|
|
Emory B Crane, LLC
|
Betty Lou LLC
|
|
EP Ruby LLC
|
Camino Real Gathering Company, L.L.C.
|
|
EPBGP Contracting Services LLC
|
Cantera Gas Company LLC
|
|
EPTP Issuing Corporation
|
CDE Pipeline LLC
|
|
Frank L. Crane, LLC
|
Central Florida Pipeline LLC
|
|
General Stevedores GP, LLC
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
General Stevedores Holdings LLC
|
CIG Gas Storage Company LLC
|
|
Glenpool West Gathering LLC
|
CIG Pipeline Services Company, L.L.C.
|
|
Harrah Midstream LLC
|
Colorado Interstate Gas Company, L.L.C.
|
|
HBM Environmental LLC
|
Colorado Interstate Issuing Corporation
|
|
Hiland Crude, LLC
|
Copano Double Eagle LLC
|
|
Hiland Partners Finance Corp.
|
Copano Energy Finance Corporation
|
|
Hiland Partners Holdings LLC
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
ICPT, L.L.C
|
Copano Energy, L.L.C.
|
|
Independent Trading & Transportation
|
Copano Field Services GP, L.L.C.
|
|
Company I, L.L.C.
|
Copano Field Services/North Texas, L.L.C.
|
|
JV Tanker Charterer LLC
|
Copano Field Services/South Texas LLC
|
|
Kinder Morgan 2-Mile LLC
|
Copano Field Services/Upper Gulf Coast LLC
|
|
Kinder Morgan Administrative Services Tampa LLC
|
Copano Liberty, LLC
|
|
Kinder Morgan Altamont LLC
|
Copano Liquids Marketing LLC
|
|
Kinder Morgan Baltimore Transload Terminal
|
Copano NGL Services (Markham), L.L.C.
|
|
LLC
|
Copano NGL Services LLC
|
|
Kinder Morgan Battleground Oil LLC
|
Copano Pipelines Group, L.L.C.
|
|
Kinder Morgan Border Pipeline LLC
|
Copano Pipelines/North Texas, L.L.C.
|
|
Kinder Morgan Bulk Terminals LLC
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Kinder Morgan Carbon Dioxide Transportation
|
Copano Pipelines/South Texas LLC
|
|
Company
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
Kinder Morgan CO2 Company, L.P.
|
Copano Processing LLC
|
|
Kinder Morgan Cochin LLC
|
Copano Risk Management LLC
|
|
Kinder Morgan Commercial Services LLC
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: March 31, 2018
|
|
|
|
Kinder Morgan Contracting Services LLC
|
|
Kinder Morgan Seven Oaks LLC
|
Kinder Morgan Crude & Condensate LLC
|
|
Kinder Morgan SNG Operator LLC
|
Kinder Morgan Crude Marketing LLC
|
|
Kinder Morgan Southeast Terminals LLC
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Kinder Morgan Scurry Connector LLC
|
Kinder Morgan Crude to Rail LLC
|
|
Kinder Morgan Tank Storage Terminals LLC
|
Kinder Morgan Cushing LLC
|
|
Kinder Morgan Tejas Pipeline LLC
|
Kinder Morgan Dallas Fort Worth Rail Terminal
|
|
Kinder Morgan Terminals, Inc.
|
LLC
|
|
Kinder Morgan Terminals Wilmington LLC
|
Kinder Morgan Endeavor LLC
|
|
Kinder Morgan Texas Pipeline LLC
|
Kinder Morgan Energy Partners, L.P.
|
|
Kinder Morgan Texas Terminals, L.P.
|
Kinder Morgan EP Midstream LLC
|
|
Kinder Morgan Transmix Company, LLC
|
Kinder Morgan Finance Company LLC
|
|
Kinder Morgan Treating LP
|
Kinder Morgan Freedom Pipeline LLC
|
|
Kinder Morgan Urban Renewal, L.L.C.
|
Kinder Morgan Galena Park West LLC
|
|
Kinder Morgan Utica LLC
|
Kinder Morgan IMT Holdco LLC
|
|
Kinder Morgan Vehicle Services LLC
|
Kinder Morgan, Inc.
|
|
Kinder Morgan Virginia Liquids Terminals LLC
|
Kinder Morgan Keystone Gas Storage LLC
|
|
Kinder Morgan Wink Pipeline LLC
|
Kinder Morgan KMAP LLC
|
|
KinderHawk Field Services LLC
|
Kinder Morgan Las Vegas LLC
|
|
KM Crane LLC
|
Kinder Morgan Linden Transload Terminal LLC
|
|
KM Decatur LLC
|
Kinder Morgan Liquids Terminals LLC
|
|
KM Eagle Gathering LLC
|
Kinder Morgan Liquids Terminals St. Gabriel LLC
|
|
KM Gathering LLC
|
Kinder Morgan Louisiana Pipeline Holding LLC
|
|
KM Kaskaskia Dock LLC
|
Kinder Morgan Louisiana Pipeline LLC
|
|
KM Liquids Terminals LLC
|
Kinder Morgan Marine Services LLC
|
|
KM North Cahokia Land LLC
|
Kinder Morgan Materials Services, LLC
|
|
KM North Cahokia Special Project LLC
|
Kinder Morgan Mid Atlantic Marine Services LLC
|
|
KM North Cahokia Terminal Project LLC
|
Kinder Morgan NatGas O&M LLC
|
|
KM Ship Channel Services LLC
|
Kinder Morgan NGPL Holdings LLC
|
|
KM Treating GP LLC
|
Kinder Morgan North Texas Pipeline LLC
|
|
KM Treating Production LLC
|
Kinder Morgan Operating L.P. “A”
|
|
KMBT Legacy Holdings 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
|
Kinder Morgan Pecos Valley LLC
|
|
Lomita Rail Terminal LLC
|
Kinder Morgan Petcoke GP LLC
|
|
Milwaukee Bulk Terminals LLC
|
Kinder Morgan Petcoke LP LLC
|
|
MJR Operating LLC
|
Kinder Morgan Petcoke, L.P.
|
|
Mojave Pipeline Company, L.L.C.
|
Kinder Morgan Petroleum Tankers LLC
|
|
Mojave Pipeline Operating Company, L.L.C.
|
Kinder Morgan Pipeline LLC
|
|
Paddy Ryan Crane, LLC
|
Kinder Morgan Port Manatee Terminal LLC
|
|
Palmetto Products Pipe Line LLC
|
Kinder Morgan Port Sutton Terminal LLC
|
|
PI 2 Pelican State LLC
|
Kinder Morgan Port Terminals USA LLC
|
|
Pinney Dock & Transport LLC
|
Kinder Morgan Production Company LLC
|
|
Queen City Terminals LLC
|
Kinder Morgan Products Terminals LLC
|
|
Rahway River Land LLC
|
Kinder Morgan Rail Services LLC
|
|
River Terminals Properties GP LLC
|
Kinder Morgan Resources II LLC
|
|
River Terminal Properties, L.P.
|
Kinder Morgan Resources III LLC
|
|
ScissorTail Energy, LLC
|
Kinder Morgan Resources LLC
|
|
SNG Pipeline Services Company, L.L.C.
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: March 31, 2018
|
|
|
|
Southern Dome, LLC
|
|
|
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.
|
|
|
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 LLC
|
|
|
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”.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Earnings:
|
|
|
|
||||
Pre-tax income before adjustment for net income attributable to noncontrolling interests and earnings from equity investments (including amortization of excess cost of equity investments) per statements of income
|
$
|
518
|
|
|
$
|
531
|
|
Add:
|
|
|
|
||||
Fixed charges
|
505
|
|
|
495
|
|
||
Amortization of capitalized interest
|
3
|
|
|
3
|
|
||
Distributed income of equity investees
|
127
|
|
|
102
|
|
||
Less:
|
|
|
|
||||
Interest capitalized from continuing operations
|
(18
|
)
|
|
(17
|
)
|
||
Preference security dividend requirements of consolidated subsidiaries
|
(7
|
)
|
|
—
|
|
||
Noncontrolling interest in pre-tax income of subsidiaries with no fixed charges
|
(4
|
)
|
|
(6
|
)
|
||
Income as adjusted
|
$
|
1,124
|
|
|
$
|
1,108
|
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest and debt expense, net per statements of income (includes amortization of debt discount, premium, and debt issuance costs); also includes capitalized interest
|
$
|
486
|
|
|
$
|
484
|
|
Add:
|
|
|
|
||||
Portion of rents representative of the interest factor
|
12
|
|
|
11
|
|
||
Preference security dividend requirements of consolidated subsidiaries
|
7
|
|
|
—
|
|
||
Fixed charges
|
$
|
505
|
|
|
$
|
495
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.23
|
|
|
2.24
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 23, 2018
|
/s/ Steven J. Kean
|
|
|
Steven J. Kean
|
|
|
Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
April 23, 2018
|
/s/ David P. Michels
|
|
|
David P. Michels
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
Date:
|
April 23, 2018
|
/s/ Steven J. Kean
|
|
|
Steven J. Kean
|
|
|
Chief Executive Officer
|
Date:
|
April 23, 2018
|
/s/ David P. Michels
|
|
|
David P. Michels
|
|
|
Vice President and Chief Financial Officer
|