☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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80-0682103
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class P Common Stock
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KMI
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New York Stock Exchange
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1.500% Senior Notes due 2022
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KMI 22
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New York Stock Exchange
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2.250% Senior Notes due 2027
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KMI 27 A
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New York Stock Exchange
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KINDER MORGAN, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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changes in supply of and demand for natural gas, NGL, refined petroleum products, oil, CO2, electricity, petroleum coke, steel and other bulk materials and chemicals and certain agricultural products in North America;
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economic activity, weather, alternative energy sources, conservation and technological advances that may affect price trends and demand;
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competition from other pipelines, terminals or other forms of transportation;
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changes in our tariff rates required by the FERC, the CPUC or another regulatory agency;
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the timing and success of our business development efforts, including our ability to renew long-term customer contracts at economically attractive rates;
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our ability to safely operate and maintain our existing assets and to access or construct new assets including pipelines, terminals, gas processing, gas storage and NGL fractionation capacity;
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our ability to attract and retain key management and operations personnel;
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difficulties or delays experienced by railroads, barges, trucks, ships or pipelines in delivering products to or from our terminals or pipelines;
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shut-downs or cutbacks at major refineries, petrochemical or chemical plants, natural gas processing plants, ports, utilities, military bases or other businesses that use our services or provide services or products to us;
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changes in crude oil and natural gas production (and the NGL content of natural gas production) from exploration and production areas that we serve, such as the Permian Basin area of West Texas, the shale plays in North Dakota, Oklahoma, Ohio, Pennsylvania and Texas, and the U.S. Rocky Mountains;
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changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and governmental bodies that may increase our compliance costs, restrict our ability to provide or reduce demand for our services, or otherwise adversely affect our business;
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interruptions of operations at our facilities due to natural disasters, damage by third parties, power shortages, strikes, riots, terrorism (including cyber attacks), war or other causes;
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compromise of our IT systems, operational systems or sensitive data as a result of errors, malfunctions, hacking events or coordinated cyber attacks;
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the uncertainty inherent in estimating future oil, natural gas, and CO2 production or reserves;
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issues, delays or stoppage associated with new construction or expansion projects;
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regulatory, environmental, political, grass roots opposition, legal, operational and geological uncertainties that could affect our ability to complete our expansion projects on time and on budget or at all;
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our ability to acquire new businesses and assets and integrate those operations into our existing operations, and make cost-saving changes in operations, particularly if we undertake multiple acquisitions in a relatively short period of time, as well as our ability to expand our facilities;
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the ability of our customers and other counterparties to perform under their contracts with us including as a result of our customers’ financial distress or bankruptcy;
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changes in accounting pronouncements that impact the measurement of our results of operations, the timing of when such measurements are to be made and recorded, and the disclosures surrounding these activities;
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changes in tax laws;
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our ability to access external sources of financing in sufficient amounts and on acceptable terms to the extent needed to fund acquisitions of operating businesses and assets and expansions of our facilities;
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our indebtedness, which could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds, place us at a competitive disadvantage compared to our competitors that have less debt, or have other adverse consequences;
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our ability to obtain insurance coverage without significant levels of self-retention of risk;
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natural disasters, sabotage, terrorism (including cyber attacks) or other similar acts or accidents causing damage to our properties greater than our insurance coverage limits;
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possible changes in our and our subsidiaries’ credit ratings;
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conditions in the capital and credit markets, inflation and fluctuations in interest rates;
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political and economic instability of the oil producing nations of the world;
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national, international, regional and local economic, competitive and regulatory conditions and developments, including the effects of any enactment of import or export duties, tariffs or similar measures;
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our ability to achieve cost savings and revenue growth;
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the extent of our success in developing and producing CO2 and oil and gas reserves, including the risks inherent in development drilling, well completion and other development activities;
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engineering and mechanical or technological difficulties that we may experience with operational equipment, in well completions and work-overs, and in drilling new wells; and
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unfavorable results of litigation and the outcome of contingencies referred to in Note 18 “Litigation and Environmental” to our consolidated financial statements.
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Asset or project
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Description
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Activity
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Approx. Capital Scope (KMI Share)
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Divestitures
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||||||
U.S. Portion of Cochin Pipeline and KML
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Sold the U.S. portion of the Cochin Pipeline to Pembina Pipeline Corporation (Pembina). In addition, Pembina acquired all of the outstanding common equity of KML, including our 70% interest.
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Completed in December 2019. Total pre-tax consideration received of $2.5 billion, including cash proceeds from shares of Pembina sold in January 2020.
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n/a
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Placed in service
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Gulf Coast Express Pipeline Project (GCX Project)
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Joint venture pipeline project (KMTP 34%, DCP GCX Pipeline LLC 25%, Targa GCX Pipeline LLC 25% and Altus Midstream Processing LP 16% ownership interest) to provide up to 2.0 Bcf/d of transportation capacity from the Permian Basin to the Agua Dulce, Texas area. Subscribed under long-term firm transportation contracts.
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The first 9 miles of the Midland Lateral were placed in service in August 2018 and the remaining 40 miles were placed in service in April 2019. Project was placed in full commercial operations in September 2019. Total pipeline miles for the completed project is 520 miles.
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$616 million
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Asset or project
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Description
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Activity
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Approx. Capital Scope (KMI Share)
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Texas Intrastate Crossover Expansion
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Expansion project that provides over 1,000,000 Dth/d of transportation capacity from the Katy Hub, the Company’s Houston Central processing plant, and other third-party receipt points to serve customers in Texas and Mexico. Phase I is supported by long-term firm transportation contracts of nearly 700,000 Dth/d, including a contract with Comisión Federal de Electricidad. Phase 2, which is supported by long-term firm transportation contracts with Cheniere Energy, Inc. at its Corpus Christi LNG facility and SK E&S LNG, LLC, provides service to the Freeport LNG export facility and other domestic markets.
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Phase 1 and Phase 2 are in service.
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$288 million
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Other Announcements
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Natural Gas Pipelines
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ELC and SLNG Expansion
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Building of new natural gas liquefaction and export facilities at our SLNG natural gas terminal on Elba Island, near Savannah, Georgia, with a total capacity of 2.5 MMtons per year of LNG, equivalent to approximately 357,000 Dth/d of natural gas. Supported by a long-term firm contract with Shell.
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SLNG facilities and the first of 10 liquefaction units were placed in service in September 2019, with two additional units in the fourth quarter 2019, and one unit in January 2020. The remaining six units are expected to be placed in service by mid-2020.
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$1.2 billion
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Permian Highway Pipeline Project (PHP Project)
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Joint venture pipeline project (KMTP 26.67%, BCP PHP, LLC (BCP) 26.67%, Altus Midstream Processing LP 26.67% and an affiliate of an anchor shipper has a 20% ownership interest) is designed to transport up to 2.1 Bcf/d of natural gas through approximately 430 miles of 42-inch pipeline from the Waha, Texas area to the U.S. Gulf Coast and Mexico markets. Subscribed under long-term firm transportation contracts.
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Expected in-service date is early 2021.
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$600 million
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TGP East 300 Upgrade
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Expansion project involves upgrading compression facilities upstream on TGP’s system in order to provide 110,000 Dth/d of capacity to Con Edison’s distribution system in Westchester County, New York. Supported by a long-term contract with Con Edison.
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Expected in-service date is November 2022, pending regulatory approvals.
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$246 million
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KMLP Acadiana Expansion
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Expansion project that will provide 945,000 Dth/d of capacity to serve Train 6 at Cheniere’s Sabine pass LNG terminal. Project supported by long-term contracts.
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Expected to be placed in service by the second quarter 2022, pending regulatory approvals.
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$145 million
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EPNG South Mainline Expansion
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Expansion project that provides 471,000 Dth/d of firm transportation capacity with a first phase of system improvements to deliver volumes to the Sierrita pipeline and the second phase for incremental deliveries of natural gas to Arizona and California. Subscribed under long-term firm transportation contracts.
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Phase 1 is already in service. Phase 2 is expected to be in service by the third quarter 2020.
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$141 million
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NGPL Gulf Coast Southbound Expansion (second phase)
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Expansion project to increase southbound capacity on NGPL’s Gulf Coast System by approximately 300,000 Dth/d to serve Corpus Christi Liquefaction. Subscribed under a long-term firm transportation contract.
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Expected in-service date is the first half of 2021, pending regulatory approvals.
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$114 million
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•
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focus on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of growing markets within North America;
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increase utilization of our existing assets while controlling costs, operating safely, and employing environmentally sound operating practices;
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•
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exercise discipline in capital allocation and in evaluating expansion projects and acquisition opportunities;
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leverage economies of scale from expansions of assets and acquisitions that fit within our strategy; and
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maintain a strong financial profile and enhance and return value to our stockholders.
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Asset (KMI ownership shown if not 100%)
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Miles of Pipeline
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Design (Bcf/d) Capacity
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Storage (Bcf) [Processing (Bcf/d)] Capacity
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Supply and Market Region
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North Region
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TGP
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11,775
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12.12
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80
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Marcellus, Utica, Gulf Coast, Haynesville, and Eagle Ford shale supply basins; Northeast, Southeast, Gulf Coast and U.S.-Mexico border markets
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NGPL (50%)
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9,100
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7.60
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288
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Chicago and other Midwest markets and all central U.S. supply basins; north to south deliveries, including deliveries to LNG facilities and to the U.S.-Mexico border markets
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KMLP
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135
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3.00
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—
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Columbia Gulf, ANR Pipeline Company and various other pipeline interconnects; Cheniere Sabine Pass LNG and industrial markets
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South Region
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SNG (50%)
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6,930
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4.40
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66
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Louisiana, Mississippi, Alabama, Florida, Georgia, South Carolina and Tennessee markets; basins in Texas, Oklahoma, Louisiana, Mississippi and Alabama
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Florida Gas Transmission (Citrus) (50%)
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5,360
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3.90
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—
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Texas to Florida; basins along Louisiana and Texas Gulf Coast, Mobile Bay and offshore Gulf of Mexico
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MEP (50%)
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515
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1.80
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—
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Oklahoma and north Texas supply with interconnects to Transco, Columbia Gulf, SNG and various other pipelines
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Elba Express
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190
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1.10
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—
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South Carolina to Georgia; connects to SNG, Transco, SLNG, ELC and Dominion Energy Carolina Gas Transmission
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FEP (50%)
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185
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2.00
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—
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Arkansas to Mississippi; connects to NGPL, Trunkline Gas Company, Texas Gas Transmission and ANR Pipeline Company
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Gulf LNG Holdings (50%)
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5
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1.50
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7
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Near Pascagoula, Mississippi; connects to four interstate pipelines and a natural gas processing plant
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Bear Creek Storage (75%)
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—
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—
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59
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Located in Louisiana; provides storage capacity to SNG and TGP
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SLNG
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—
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1.76
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12
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Located on Elba Island in Georgia; connects to Elba Express, SNG and Dominion Energy Carolina Gas Transmission
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ELC (51%)
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—
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0.35
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—
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Located on Elba Island; connects to Elba Express delivering to SLNG for LNG storage and ship loading; first of 10 liquefaction units placed in service September 2019. Two additional units placed in service in fourth quarter 2019.
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Asset (KMI ownership shown if not 100%)
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Miles of Pipeline
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Design (Bcf/d) Capacity
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Storage (Bcf) [Processing (Bcf/d)] Capacity
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Supply and Market Region
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West Region
|
|||||||||||
EPNG/Mojave
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10,665
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6.38
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44
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Permian, San Juan and Anadarko Basins; interconnects and demand locations in California, Arizona, New Mexico, Texas, Oklahoma and Mexico
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CIG
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4,290
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6.00
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38
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Rocky Mountain and Anadarko Basins; interconnects and demand locations in Colorado, Wyoming, Utah, Montana, Kansas, Oklahoma and Texas
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WIC
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850
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3.61
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—
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Rocky Mountain Basins; interconnects and demand locations in Colorado, Utah and Wyoming
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Ruby (50%)(a)
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685
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1.53
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—
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Rocky Mountain Basins; interconnects and demand locations in Utah, Nevada, Oregon and California
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CPGPL
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415
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|
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1.20
|
|
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—
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Rocky Mountain Basins; interconnects and demand locations in Colorado and Kansas
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TransColorado
|
|
310
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|
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0.80
|
|
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—
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San Juan, Permian, Paradox and Piceance Basins; interconnects and demand locations in Colorado and New Mexico
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WYCO (50%)
|
|
225
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|
|
1.20
|
|
|
7
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Denver Julesburg Basin; interconnects with CIG, WIC, Rockies Express Pipeline, Young Gas Storage and PSCo’s pipeline systems
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Sierrita (35%)
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60
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0.20
|
|
|
—
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Connects with EPNG near Tucson, Arizona, to the U.S.-Mexico international border crossing near Sasabe, Arizona to supply a third-party natural gas pipeline in Mexico
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Young Gas Storage (48%)
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15
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—
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6
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Located in Morgan County, Colorado in the Denver Julesburg Basin; capacity is committed to CIG and Colorado Springs Utilities
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Keystone Gas Storage
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15
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|
—
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6
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Located in the Permian Basin near the Waha natural gas trading hub in West Texas
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Midstream
|
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KM Texas and Tejas pipelines(b)
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5,845
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7.80
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132
[0.51] |
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Texas Gulf Coast supply and markets
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Mier-Monterrey pipeline(b)
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90
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0.65
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—
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Starr County, Texas to Monterrey, Mexico; connects to CENEGAS national system and multiple power plants in Monterrey
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KM North Texas pipeline(b)
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80
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0.33
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—
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Interconnect from NGPL; connects to a 1,750-megawatt Forney, Texas, power plant and a 1,000-megawatt Paris, Texas, power plant
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Gulf Coast Express pipeline (34%)
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520
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2.00
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|
|
—
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Permian Basin to the Agua Dulce, Texas area
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Oklahoma
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Oklahoma system
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4,035
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0.73
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[0.13]
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Hunton Dewatering, Woodford Shale, Anadarko Basin and Mississippi Lime, Arkoma Basin
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Cedar Cove (70%)
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115
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|
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0.03
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|
|
—
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Oklahoma STACK, capacity excludes third-party offloads
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South Texas
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South Texas system
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1,180
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1.93
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[1.02]
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Eagle Ford shale, Woodbine and Eaglebine formations
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Webb/Duval gas gathering system (63%)
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145
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|
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0.15
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|
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—
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South Texas
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Camino Real
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75
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0.15
|
|
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—
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South Texas, Eagle Ford shale formation
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EagleHawk (25%)
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530
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1.20
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|
|
—
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South Texas, Eagle Ford shale formation
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KM Altamont
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1,460
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0.1
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[0.10]
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Utah, Uinta Basin
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Red Cedar (49%)
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|
900
|
|
|
0.33
|
|
|
—
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La Plata County, Colorado, Ignacio Blanco Field
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Rocky Mountain
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|
|
|
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|||
Fort Union (42.595%)
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315
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|
|
1.25
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|
|
—
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|
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Powder River Basin (Wyoming)
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Bighorn (51%)
|
|
290
|
|
|
0.60
|
|
|
—
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Powder River Basin (Wyoming)
|
KinderHawk
|
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520
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|
|
2.35
|
|
|
—
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Northwest Louisiana, Haynesville and Bossier shale formations
|
Asset (KMI ownership shown if not 100%)
|
|
Miles of Pipeline
|
|
Design (Bcf/d) Capacity
|
|
Storage (Bcf) [Processing (Bcf/d)] Capacity
|
|
Supply and Market Region
|
|||
North Texas
|
|
545
|
|
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0.14
|
|
|
[0.10]
|
|
|
North Barnett Shale Combo
|
KM Treating
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Odessa, Texas, other locations in Tyler and Victoria, Texas
|
Hiland - Williston - gas
|
|
2,065
|
|
|
0.62
|
|
|
[0.33]
|
|
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Bakken/Three Forks shale formations - natural gas gathering and processing
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
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(MBbl/d)
|
|
(MBbl)
|
|
|
|||
Liquids/Condensate Pipelines
|
|||||||||||
Liberty pipeline (50%)
|
|
85
|
|
|
140
|
|
|
—
|
|
|
Y-grade pipeline from Houston Central complex to the Texas Gulf Coast
|
South Texas NGL pipelines
|
|
340
|
|
|
115
|
|
|
—
|
|
|
Ethane and propane pipelines from Houston Central complex to the Texas Gulf Coast
|
Utopia pipeline (50%)
|
|
265
|
|
|
50
|
|
|
—
|
|
|
Harrison County, Ohio extending to Windsor, Ontario
|
Cypress pipeline (50%)
|
|
105
|
|
|
56
|
|
|
—
|
|
|
Mont Belvieu, Texas to Lake Charles, Louisiana
|
EagleHawk - Condensate (25%)
|
|
400
|
|
|
220
|
|
|
60
|
|
|
South Texas, Eagle Ford shale formation
|
(a)
|
We operate Ruby and own the common interest in Ruby. Pembina owns the remaining interest in Ruby in the form of a convertible preferred interest and has 50% voting rights. If Pembina converted its preferred interest into common interest, we and Pembina would each own a 50% common interest in Ruby.
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(b)
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Collectively referred to as Texas intrastate natural gas pipeline operations.
|
Asset (KMI ownership shown if not 100%)
|
|
Miles of Pipeline
|
|
|
Number of Terminals (a) or locations
|
|
Terminal Capacity(MMBbl)
|
|
Supply and Market Region
|
||
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|
|||
Crude & Condensate
|
|
|
|
|
|
|
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|
|||
KM Crude & Condensate pipeline
|
|
264
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|
|
5
|
|
|
2.6
|
|
|
Eagle Ford shale field in South Texas (Dewitt, Karnes, and Gonzales Counties) to the Houston ship channel refining complex
|
Camino Real Gathering
|
|
68
|
|
|
1
|
|
|
0.1
|
|
|
South Texas, Eagle Ford shale formation
|
Hiland - Williston Basin - oil(b)
|
|
1,595
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|
|
7
|
|
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0.9
|
|
|
Bakken/Three Forks shale formations - crude oil gathering and transporting
|
Double H pipeline(b)
|
|
512
|
|
|
—
|
|
|
—
|
|
|
Bakken shale in Montana and North Dakota to Guernsey, Wyoming
|
Double Eagle pipeline (50%)
|
|
204
|
|
|
2
|
|
|
0.6
|
|
|
Live Oak County, Texas; Corpus Christi, Texas; Karnes County, Texas; and LaSalle County
|
KM Condensate Processing Facility (KMCC - Splitter)
|
|
—
|
|
|
1
|
|
|
2.0
|
|
|
Houston Ship Channel, Galena Park, Texas
|
|
|
|
|
|
|
|
|
|
|||
Southeast Refined Products
|
|
|
|
|
|
|
|
|
|||
Plantation pipeline (51%)
|
|
3,182
|
|
|
—
|
|
|
—
|
|
|
Louisiana to Washington D.C.
|
Central Florida pipeline
|
|
206
|
|
|
2
|
|
|
2.5
|
|
|
Tampa to Orlando
|
Southeast Terminals
|
|
—
|
|
|
25
|
|
|
8.9
|
|
|
From Mississippi through Virginia, including Tennessee
|
Transmix Operations
|
|
—
|
|
|
5
|
|
|
0.6
|
|
|
Colton, California; Richmond, Virginia; Dorsey Junction, Maryland; St. Louis, Missouri; and Greensboro, North Carolina
|
|
|
|
|
|
|
|
|
|
|||
West Coast Refined Products
|
|
|
|
|
|
|
|
|
|||
Pacific (SFPP) (99.5%)
|
|
2,845
|
|
|
13
|
|
|
15.1
|
|
|
Six western states
|
Calnev
|
|
566
|
|
|
2
|
|
|
2.0
|
|
|
Colton, California to Las Vegas, Nevada; Mojave region
|
West Coast Terminals
|
|
38
|
|
|
8
|
|
|
9.9
|
|
|
Seattle, Portland, San Francisco and Los Angeles areas
|
(a)
|
The terminals provide services including short-term product storage, truck loading, vapor handling, additive injection, dye injection and ethanol blending.
|
(b)
|
Collectively referred to as Bakken Crude assets.
|
|
Number
|
|
Capacity
(MMBbl)
|
|
Liquids terminals
|
50
|
|
79.5
|
|
Bulk terminals
|
32
|
|
—
|
|
Jones Act-qualified tankers
|
16
|
|
5.3
|
|
|
Ownership
Interest %
|
|
Compression
Capacity (Bcf/d)
|
|
Location
|
|
McElmo Dome unit
|
45
|
|
1.5
|
|
|
Colorado
|
Doe Canyon Deep unit
|
87
|
|
0.2
|
|
|
Colorado
|
Bravo Dome unit(a)
|
11
|
|
0.3
|
|
|
New Mexico
|
(a)
|
We do not operate this unit.
|
Asset (KMI ownership shown if not 100%)
|
|
Miles of Pipeline
|
|
Transport Capacity (Bcf/d)
|
|
Supply and Market Region
|
||
CO2 pipelines
|
|
|
|
|
|
|
||
Cortez pipeline (53%)
|
|
569
|
|
|
1.5
|
|
|
McElmo Dome and Doe Canyon source fields to the Denver City, Texas hub
|
Central Basin pipeline
|
|
337
|
|
|
0.7
|
|
|
Cortez, Bravo, Sheep Mountain, Canyon Reef Carriers, and Pecos pipelines
|
Bravo pipeline (13%)(a)
|
|
218
|
|
|
0.4
|
|
|
Bravo Dome to the Denver City, Texas hub
|
Canyon Reef Carriers pipeline (98%)
|
|
163
|
|
|
0.3
|
|
|
McCamey, Texas, to the SACROC, Sharon Ridge, Cogdell and Reinecke units
|
Centerline CO2 pipeline
|
|
113
|
|
|
0.3
|
|
|
between Denver City, Texas and Snyder, Texas
|
Eastern Shelf CO2 pipeline
|
|
98
|
|
|
0.1
|
|
|
between Snyder, Texas and Knox City, Texas
|
Pecos pipeline (95%)
|
|
25
|
|
|
0.1
|
|
|
McCamey, Texas, to Iraan, Texas, delivers to the Yates unit
|
|
|
|
|
(Bbls/d)
|
|
|
||
Crude oil pipeline
|
|
|
|
|
|
|
||
Wink pipeline
|
|
433
|
|
|
145,000
|
|
|
West Texas to Western Refining’s refinery in El Paso, Texas
|
(a)
|
We do not operate Bravo pipeline.
|
|
|
|
KMI Gross
|
|
|
Working
|
|
Developed
|
|
|
Interest %
|
|
Acres
|
|
SACROC
|
97
|
|
49,156
|
|
Yates
|
50
|
|
9,576
|
|
Goldsmith Landreth San Andres
|
99
|
|
6,166
|
|
Katz Strawn
|
99
|
|
7,194
|
|
Reinecke
|
70
|
|
3,793
|
|
Sharon Ridge(a)
|
14
|
|
2,619
|
|
Tall Cotton
|
100
|
|
641
|
|
MidCross(a)
|
13
|
|
320
|
|
(a)
|
We do not operate these fields.
|
|
Ownership
|
|
|
|
|
Interest %
|
|
Source
|
|
Snyder gasoline plant(a)
|
22
|
|
|
The SACROC unit and neighboring CO2 projects, specifically the Sharon Ridge and Cogdell units
|
Diamond M gas plant
|
51
|
|
|
Snyder gasoline plant
|
North Snyder plant
|
100
|
|
|
Snyder gasoline plant
|
(a)
|
This is a working interest, in addition, we have a 28% net profits interest.
|
Five-Year Review
Kinder Morgan, Inc. and Subsidiaries
|
|||||||||||||||||||
|
As of or for the Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Income and Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
13,209
|
|
|
$
|
14,144
|
|
|
$
|
13,705
|
|
|
$
|
13,058
|
|
|
$
|
14,403
|
|
Operating income
|
4,873
|
|
|
3,794
|
|
|
3,529
|
|
|
3,538
|
|
|
2,378
|
|
|||||
Earnings (losses) from equity investments
|
101
|
|
|
617
|
|
|
428
|
|
|
(113
|
)
|
|
384
|
|
|||||
Net income
|
2,239
|
|
|
1,919
|
|
|
223
|
|
|
721
|
|
|
208
|
|
|||||
Net income attributable to Kinder Morgan, Inc.
|
2,190
|
|
|
1,609
|
|
|
183
|
|
|
708
|
|
|
253
|
|
|||||
Net income available to common stockholders
|
2,190
|
|
|
1,481
|
|
|
27
|
|
|
552
|
|
|
227
|
|
|||||
Class P Shares
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Common Share From Continuing Operations
|
$
|
0.96
|
|
|
$
|
0.66
|
|
|
$
|
0.01
|
|
|
$
|
0.25
|
|
|
$
|
0.10
|
|
Basic Weighted Average Common Shares Outstanding
|
2,264
|
|
|
2,216
|
|
|
2,230
|
|
|
2,230
|
|
|
2,187
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share declared for the period(a)
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
$
|
1.61
|
|
Dividends per common share paid in the period(a)
|
0.95
|
|
|
0.725
|
|
|
0.50
|
|
|
0.50
|
|
|
1.93
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
36,419
|
|
|
$
|
37,897
|
|
|
$
|
40,155
|
|
|
$
|
38,705
|
|
|
$
|
40,547
|
|
Total assets
|
74,157
|
|
|
78,866
|
|
|
79,055
|
|
|
80,305
|
|
|
84,104
|
|
|||||
Current portion of debt
|
2,477
|
|
|
3,388
|
|
|
2,828
|
|
|
2,696
|
|
|
821
|
|
|||||
Long-term debt(b)
|
30,883
|
|
|
33,205
|
|
|
34,088
|
|
|
36,205
|
|
|
40,732
|
|
(a)
|
Dividends for the fourth quarter of each year are declared and paid during the first quarter of the following year.
|
(b)
|
Excludes debt fair value adjustments.
|
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
|
Net benefit cost (income)
|
|
Change in funded status(a)
|
|
Net benefit cost (income)
|
|
Change in funded status(a)
|
||||||||
|
|
(In millions)
|
||||||||||||||
One percent increase in:
|
|
|
|
|
|
|
|
|
||||||||
Discount rates
|
|
$
|
(11
|
)
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Expected return on plan assets
|
|
(18
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Rate of compensation increase
|
|
2
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||
Health care cost trends
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(14
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
One percent decrease in:
|
|
|
|
|
|
|
|
|
||||||||
Discount rates
|
|
13
|
|
|
(230
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Expected return on plan assets
|
|
18
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Rate of compensation increase
|
|
(2
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Health care cost trends
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
12
|
|
(a)
|
Includes amounts deferred as either accumulated other comprehensive income (loss) or as a regulatory asset or liability for certain of our regulated operations.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Segment EBDA(a)
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
4,661
|
|
|
$
|
3,540
|
|
Products Pipelines
|
1,225
|
|
|
1,209
|
|
||
Terminals
|
1,506
|
|
|
1,175
|
|
||
CO2
|
681
|
|
|
759
|
|
||
Kinder Morgan Canada(b)
|
(2
|
)
|
|
720
|
|
||
Total segment EBDA
|
8,071
|
|
|
7,403
|
|
||
DD&A
|
(2,411
|
)
|
|
(2,297
|
)
|
||
Amortization of excess cost of equity investments
|
(83
|
)
|
|
(95
|
)
|
||
General and administrative and corporate charges
|
(611
|
)
|
|
(588
|
)
|
||
Interest, net
|
(1,801
|
)
|
|
(1,917
|
)
|
||
Income before income taxes
|
3,165
|
|
|
2,506
|
|
||
Income tax expense
|
(926
|
)
|
|
(587
|
)
|
||
Net income
|
2,239
|
|
|
1,919
|
|
||
Net income attributable to noncontrolling interests
|
(49
|
)
|
|
(310
|
)
|
||
Net income attributable to Kinder Morgan, Inc.
|
2,190
|
|
|
1,609
|
|
||
Preferred stock dividends
|
—
|
|
|
(128
|
)
|
||
Net income available to common stockholders
|
$
|
2,190
|
|
|
$
|
1,481
|
|
(a)
|
Includes revenues, earnings from equity investments, and other, net, less operating expenses, (gain) loss on divestitures and impairments, net, and other income, net. Operating expenses include costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(b)
|
2019 amount represents a final working capital adjustment; otherwise, as a result of the TMPL Sale on August 31, 2018, this segment does not have results of operations on a prospective basis.
|
|
Year Ended December 31,
|
|
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
|
||||||||||||||||||||||
|
GAAP
|
|
Certain Items
|
|
Adjusted
|
|
GAAP
|
|
Certain Items
|
|
Adjusted
|
|
Adjusted amounts
increase/(decrease) to earnings |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Segment EBDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Natural Gas Pipelines
|
$
|
4,661
|
|
|
$
|
(51
|
)
|
|
$
|
4,610
|
|
|
$
|
3,540
|
|
|
$
|
665
|
|
|
$
|
4,205
|
|
|
$
|
405
|
|
Products Pipelines
|
1,225
|
|
|
33
|
|
|
1,258
|
|
|
1,209
|
|
|
18
|
|
|
1,227
|
|
|
31
|
|
|||||||
Terminals
|
1,506
|
|
|
(332
|
)
|
|
1,174
|
|
|
1,175
|
|
|
34
|
|
|
1,209
|
|
|
(35
|
)
|
|||||||
CO2
|
681
|
|
|
26
|
|
|
707
|
|
|
759
|
|
|
148
|
|
|
907
|
|
|
(200
|
)
|
|||||||
Kinder Morgan Canada
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
720
|
|
|
(596
|
)
|
|
124
|
|
|
(124
|
)
|
|||||||
Total Segment EBDA(a)
|
8,071
|
|
|
(322
|
)
|
|
7,749
|
|
|
7,403
|
|
|
269
|
|
|
7,672
|
|
|
77
|
|
|||||||
DD&A and amortization of excess cost of equity investments
|
(2,494
|
)
|
|
—
|
|
|
(2,494
|
)
|
|
(2,392
|
)
|
|
—
|
|
|
(2,392
|
)
|
|
(102
|
)
|
|||||||
General and administrative and corporate charges(a)
|
(611
|
)
|
|
13
|
|
|
(598
|
)
|
|
(588
|
)
|
|
24
|
|
|
(564
|
)
|
|
(34
|
)
|
|||||||
Interest, net(a)
|
(1,801
|
)
|
|
(15
|
)
|
|
(1,816
|
)
|
|
(1,917
|
)
|
|
26
|
|
|
(1,891
|
)
|
|
75
|
|
|||||||
Income before income taxes
|
3,165
|
|
|
(324
|
)
|
|
2,841
|
|
|
2,506
|
|
|
319
|
|
|
2,825
|
|
|
16
|
|
|||||||
Income tax expense(b)
|
(926
|
)
|
|
299
|
|
|
(627
|
)
|
|
(587
|
)
|
|
(58
|
)
|
|
(645
|
)
|
|
18
|
|
|||||||
Net income
|
2,239
|
|
|
(25
|
)
|
|
2,214
|
|
|
1,919
|
|
|
261
|
|
|
2,180
|
|
|
34
|
|
|||||||
Net income attributable to noncontrolling interests(a)
|
(49
|
)
|
|
(4
|
)
|
|
(53
|
)
|
|
(310
|
)
|
|
240
|
|
|
(70
|
)
|
|
17
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
|
(128
|
)
|
|
128
|
|
|||||||
Net income available to common stockholders
|
$
|
2,190
|
|
|
$
|
(29
|
)
|
|
$
|
2,161
|
|
|
$
|
1,481
|
|
|
$
|
501
|
|
|
$
|
1,982
|
|
|
$
|
179
|
|
(a)
|
For a more detailed discussion of these Certain Items, see the footnotes to the tables within “—Segment Earnings Results” and “—General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests” below.
|
(b)
|
The combined net effect of the Certain Items represents the income tax provision on Certain Items plus discrete income tax items.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Net income available to common stockholders (GAAP)
|
$
|
2,190
|
|
|
$
|
1,481
|
|
Total Certain Items
|
(29
|
)
|
|
501
|
|
||
Adjusted Earnings(a)
|
2,161
|
|
|
1,982
|
|
||
DD&A and amortization of excess cost of equity investments for DCF(b)
|
2,867
|
|
|
2,752
|
|
||
Income tax expense for DCF(a)(b)
|
714
|
|
|
710
|
|
||
Cash taxes(c)
|
(90
|
)
|
|
(77
|
)
|
||
Sustaining capital expenditures(c)
|
(688
|
)
|
|
(652
|
)
|
||
Other items(d)
|
29
|
|
|
15
|
|
||
DCF
|
$
|
4,993
|
|
|
$
|
4,730
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except per share amounts)
|
||||||
Natural Gas Pipelines
|
$
|
4,610
|
|
|
$
|
4,205
|
|
Products Pipelines
|
1,258
|
|
|
1,227
|
|
||
Terminals
|
1,174
|
|
|
1,209
|
|
||
CO2
|
707
|
|
|
907
|
|
||
Kinder Morgan Canada
|
—
|
|
|
124
|
|
||
Adjusted Segment EBDA(a)
|
7,749
|
|
|
7,672
|
|
||
General and administrative and corporate charges(a)
|
(598
|
)
|
|
(564
|
)
|
||
KMI’s share of joint venture DD&A and income tax expense(a)(e)
|
487
|
|
|
472
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)(a)
|
(20
|
)
|
|
(12
|
)
|
||
Adjusted EBITDA
|
7,618
|
|
|
7,568
|
|
||
Interest, net(a)
|
(1,816
|
)
|
|
(1,891
|
)
|
||
Cash taxes(c)
|
(90
|
)
|
|
(77
|
)
|
||
Sustaining capital expenditures(c)
|
(688
|
)
|
|
(652
|
)
|
||
KML noncontrolling interests DCF adjustments(f)
|
(60
|
)
|
|
(105
|
)
|
||
Preferred stock dividends
|
—
|
|
|
(128
|
)
|
||
Other items(d)
|
29
|
|
|
15
|
|
||
DCF
|
$
|
4,993
|
|
|
$
|
4,730
|
|
|
|
|
|
||||
Adjusted Earnings per common share
|
$
|
0.95
|
|
|
$
|
0.89
|
|
Weighted average common shares outstanding for dividends(g)
|
2,276
|
|
|
2,228
|
|
||
DCF per common share
|
$
|
2.19
|
|
|
$
|
2.12
|
|
Declared dividends per common share
|
$
|
1.00
|
|
|
$
|
0.80
|
|
(a)
|
Amounts are adjusted for Certain Items.
|
(b)
|
Includes KMI’s share of DD&A or income tax expense from joint ventures, net of DD&A or income tax expense attributable to KML noncontrolling interests, as applicable. See tables included in “—Supplemental Information” below.
|
(c)
|
Includes KMI’s share of cash taxes or sustaining capital expenditures from joint ventures, as applicable. See tables included in “—Supplemental Information” below.
|
(d)
|
Includes non-cash pension expense and non-cash compensation associated with our restricted stock program.
|
(e)
|
KMI’s share of unconsolidated joint venture DD&A and income tax expense, net of consolidating joint venture partners’ share of DD&A.
|
(f)
|
The combined net income, DD&A and income tax expense adjusted for Certain Items, as applicable, attributable to KML noncontrolling interests. See table included in “—Supplemental Information” below.
|
(g)
|
Includes restricted stock awards that participate in common share dividends.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Net income (GAAP)
|
$
|
2,239
|
|
|
$
|
1,919
|
|
Certain Items:
|
|
|
|
||||
Fair value amortization
|
(29
|
)
|
|
(34
|
)
|
||
Legal, environmental and taxes other than income tax reserves
|
46
|
|
|
12
|
|
||
Change in fair market value of derivative contracts(a)
|
(24
|
)
|
|
80
|
|
||
(Gain) loss on divestitures and impairments, net(b)
|
(280
|
)
|
|
317
|
|
||
Hurricane damage (recoveries), net
|
—
|
|
|
(24
|
)
|
||
Income tax Certain Items
|
299
|
|
|
(58
|
)
|
||
Noncontrolling interests associated with Certain Items
|
(4
|
)
|
|
240
|
|
||
Other
|
(37
|
)
|
|
(32
|
)
|
||
Total Certain Items
|
(29
|
)
|
|
501
|
|
||
DD&A and amortization of excess cost of equity investments
|
2,494
|
|
|
2,392
|
|
||
Income tax expense(c)
|
627
|
|
|
645
|
|
||
KMI’s share of joint venture DD&A and income tax expense(c)(d)
|
487
|
|
|
472
|
|
||
Interest, net(c)
|
1,816
|
|
|
1,891
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests(c))
|
(16
|
)
|
|
(252
|
)
|
||
Adjusted EBITDA
|
$
|
7,618
|
|
|
$
|
7,568
|
|
(a)
|
Gains or losses are reflected in our DCF when realized.
|
(b)
|
2019 amount primarily includes: (i) a $1,296 million pre-tax gain on the KML and U.S. Cochin Sale and a pre-tax loss of $364 million for asset impairments, related to gathering and processing assets in Oklahoma and northern Texas in our Natural Gas Pipelines business segment and oil and gas producing assets in our CO2 business segment, which are reported within “(Gain) loss on divestitures and impairments, net” on the accompanying consolidated statement of income and (ii) a pre-tax $650 million loss for an impairment of our investment in Ruby Pipeline which is reported within “Earnings from equity investments” on the accompanying consolidated statement of income. 2018 amount primarily includes (i) pre-tax losses totaling $774 million for asset impairments associated with certain gathering and processing assets in Oklahoma, certain oil and gas properties, certain northeast terminal assets, and a project write-off associated with the Utica Marcellus Texas pipeline, partially offset by a $595 million pre-tax gain on the TMPL Sale, both reported within “(Gain) loss on divestitures and impairments, net” on the accompanying consolidated statement of income and (ii) a $90 million pre-tax loss for an impairment of our investment in Gulf LNG Holdings Group, LLC (Gulf LNG) which was driven by a ruling by an arbitration panel affecting a customer contract, net of our share of earnings recognized by Gulf LNG on the respective customer contract, both of which are included in “Earnings from equity investments” on the accompanying consolidated statement of income.
|
(c)
|
Amounts are adjusted for Certain Items. See tables included in “—Supplemental Information” and “—General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests” below.
|
(d)
|
KMI’s share of unconsolidated joint venture DD&A and income tax expense, net of consolidating joint venture partners’ share of DD&A.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
DD&A (GAAP)
|
$
|
2,411
|
|
|
$
|
2,297
|
|
Amortization of excess cost of equity investments (GAAP)
|
83
|
|
|
95
|
|
||
DD&A and amortization of excess cost of equity investments
|
2,494
|
|
|
2,392
|
|
||
Our share of joint venture DD&A
|
392
|
|
|
390
|
|
||
DD&A attributable to KML noncontrolling interests
|
(19
|
)
|
|
(30
|
)
|
||
DD&A and amortization of excess cost of equity investments for DCF
|
$
|
2,867
|
|
|
$
|
2,752
|
|
|
|
|
|
||||
Income tax expense (GAAP)
|
$
|
926
|
|
|
$
|
587
|
|
Certain Items
|
(299
|
)
|
|
58
|
|
||
Income tax expense(a)
|
627
|
|
|
645
|
|
||
Our share of taxable joint venture income tax expense(a)
|
95
|
|
|
82
|
|
||
Income tax expense attributable to KML noncontrolling interests(a)
|
(8
|
)
|
|
(17
|
)
|
||
Income tax expense for DCF(a)
|
$
|
714
|
|
|
$
|
710
|
|
|
|
|
|
||||
Net income attributable to KML noncontrolling interests
|
$
|
29
|
|
|
$
|
297
|
|
KML noncontrolling interests associated with Certain Items
|
4
|
|
|
(239
|
)
|
||
KML noncontrolling interests(a)
|
33
|
|
|
58
|
|
||
DD&A attributable to KML noncontrolling interests
|
19
|
|
|
30
|
|
||
Income tax expense attributable to KML noncontrolling interests(a)
|
8
|
|
|
17
|
|
||
KML noncontrolling interests DCF adjustments(a)
|
$
|
60
|
|
|
$
|
105
|
|
|
|
|
|
||||
Net income attributable to noncontrolling interests (GAAP)
|
$
|
49
|
|
|
$
|
310
|
|
Less: KML noncontrolling interests(a)
|
33
|
|
|
58
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests(a))
|
16
|
|
|
252
|
|
||
Noncontrolling interests associated with Certain Items
|
4
|
|
|
(240
|
)
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)
|
$
|
20
|
|
|
$
|
12
|
|
|
|
|
|
||||
Additional joint venture information:
|
|
|
|
||||
Our share of joint venture DD&A
|
$
|
392
|
|
|
$
|
390
|
|
Our share of joint venture income tax expense(a)
|
95
|
|
|
82
|
|
||
Our share of joint venture DD&A and income tax expense(a)
|
$
|
487
|
|
|
$
|
472
|
|
|
|
|
|
||||
Our share of taxable joint venture cash taxes
|
$
|
(61
|
)
|
|
$
|
(68
|
)
|
|
|
|
|
||||
Our share of joint venture sustaining capital expenditures
|
$
|
(114
|
)
|
|
$
|
(105
|
)
|
(a)
|
Amounts are adjusted for Certain Items.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
8,170
|
|
|
$
|
8,855
|
|
Operating expenses
|
(4,213
|
)
|
|
(5,218
|
)
|
||
Gain (loss) on divestitures and impairments, net
|
677
|
|
|
(630
|
)
|
||
Other income
|
3
|
|
|
1
|
|
||
(Losses) earnings from equity investments
|
(29
|
)
|
|
493
|
|
||
Other, net
|
53
|
|
|
39
|
|
||
Segment EBDA
|
4,661
|
|
|
3,540
|
|
||
Certain Items(a)(b)
|
(51
|
)
|
|
665
|
|
||
Adjusted Segment EBDA
|
$
|
4,610
|
|
|
$
|
4,205
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|
|
||||
Adjusted revenues
|
$
|
(631
|
)
|
|
|
||
Adjusted Segment EBDA
|
405
|
|
|
|
|
||
|
|
|
|
||||
Volumetric data(c)
|
|
|
|
||||
Transport volumes (BBtu/d)
|
36,793
|
|
|
32,821
|
|
||
Sales volumes (BBtu/d)
|
2,420
|
|
|
2,472
|
|
||
Gathering volumes (BBtu/d)
|
3,382
|
|
|
2,972
|
|
||
NGLs (MBbl/d)
|
125
|
|
|
114
|
|
(a)
|
Includes revenue Certain Item amounts of $12 million and $(42) million for 2019 and 2018, respectively. These Certain Item amounts are primarily related to non-cash mark-to-market derivative contracts used to hedge forecasted natural gas and NGL sales in the 2019 and 2018 periods, and additionally in the 2018 period, to a transportation contract refund and the early termination of a long-term natural gas transportation contract.
|
(b)
|
Includes non-revenue Certain Item amounts of $(63) million and $707 million for 2019 and 2018, respectively. 2019 amount includes (i) a $957 million gain on the sale of Cochin pipeline; (ii) a $650 million non-cash impairment loss related to our investment in Ruby; (iii) $157 million and $133 million non-cash losses on impairments of certain gathering and processing assets in North Texas and Oklahoma, respectively; (iv) an increase in earnings of $23 million for a gain on an ownership rights contract with a joint venture partner; and (v) a $16 million increase in earnings related to our share of certain equity investees’ amortization of regulatory liabilities. 2018 amount includes (i) a $600 million non-cash impairment loss of certain gathering and processing assets in Oklahoma; (ii) a net loss of $89 million in our equity investment in Gulf LNG Holdings Group, LLC (Gulf LNG), due to a ruling by an arbitration panel affecting a customer contract, which resulted in a non-cash impairment of our investment partially offset by our share of earnings recognized by Gulf LNG on the respective customer contract; (iii) an increase in earnings of $41 million for our share of certain equity investees’ 2017 Tax Reform provisional adjustments; (iv) a decrease in earnings of $36 million associated with a project write-off on the Utica Marcellus Texas pipeline; and (v) a decrease in earnings of $24 million related to certain litigation matters.
|
(c)
|
Joint venture throughput is reported at our ownership share.
|
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||
|
(In millions, except percentages)
|
||||||||||
North Region
|
$
|
130
|
|
|
10%
|
|
$
|
125
|
|
|
8%
|
Midstream
|
123
|
|
|
10%
|
|
(934
|
)
|
|
(17)%
|
||
West Region
|
106
|
|
|
11%
|
|
101
|
|
|
8%
|
||
South Region
|
38
|
|
|
5%
|
|
70
|
|
|
21%
|
||
Other
|
8
|
|
|
133%
|
|
9
|
|
|
150%
|
||
Intrasegment eliminations
|
—
|
|
|
—%
|
|
(2
|
)
|
|
(8)%
|
||
Total Natural Gas Pipelines
|
$
|
405
|
|
|
10%
|
|
$
|
(631
|
)
|
|
(7)%
|
•
|
North Region’s increase of $130 million (10%) was the result of an increase in earnings on TGP driven by expansion projects placed into service in 2018 partially offset by higher operations and maintenance expense as well as increased earnings at KMLP driven by revenues from the Sabine Pass expansion project that was placed into service in December 2018;
|
•
|
Midstream’s increase of $123 million (10%) was primarily due to increased earnings from Gulf Coast Express, South Texas Midstream, KinderHawk, Texas intrastate natural gas pipeline operations and Cochin pipeline partially offset by decreased earnings from Hiland Midstream. Increased earnings were driven by equity earnings from the Gulf Coast Express pipeline project that was placed in service in September 2019. South Texas Midstream and KinderHawk benefited from increased drilling and production in the Eagle Ford and Haynesville basins, respectively. Texas intrastate natural gas operations were favorably impacted by higher sales margins. Increased earnings of KML’s Cochin pipeline were primarily driven by higher volumes and higher tariff rates. Hiland Midstream’s decreased earnings were primarily due to lower commodity prices and higher operations and maintenance expense. Overall Midstream’s revenues decreased primarily due to lower commodity prices which was largely offset by corresponding decreases in costs of sales;
|
•
|
West Region’s increase of $106 million (11%) was primarily due to increases in earnings from EPNG and CIG. The increase on EPNG was the result of additional capacity sales due to increased activity in the Permian Basin, partially offset by the negative impact of EPNG’s 501-G rate settlement. Increased earnings on CIG were due to additional capacity sales resulting from increased activity in the Denver Julesburg basin; and
|
•
|
South Region’s increase of $38 million (5%) was primarily due to contributions from ELC and SLNG resulting from three liquefaction units (part of the Elba Liquefaction project) being placed into service in the later part of 2019.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
1,831
|
|
|
$
|
1,887
|
|
Operating expenses
|
(684
|
)
|
|
(748
|
)
|
||
Other income
|
—
|
|
|
2
|
|
||
Earnings from equity investments
|
72
|
|
|
66
|
|
||
Other, net
|
6
|
|
|
2
|
|
||
Segment EBDA
|
1,225
|
|
|
1,209
|
|
||
Certain Items(a)
|
33
|
|
|
18
|
|
||
Adjusted Segment EBDA
|
$
|
1,258
|
|
|
$
|
1,227
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|
|
||||
Adjusted revenues
|
$
|
(56
|
)
|
|
|
||
Adjusted Segment EBDA
|
31
|
|
|
|
|
||
|
|
|
|
||||
Volumetric data(b)
|
|
|
|
||||
Gasoline(c)
|
1,041
|
|
|
1,038
|
|
||
Diesel fuel
|
368
|
|
|
372
|
|
||
Jet fuel
|
306
|
|
|
302
|
|
||
Total refined product volumes
|
1,715
|
|
|
1,712
|
|
||
Crude and condensate
|
651
|
|
|
631
|
|
||
Total delivery volumes
|
2,366
|
|
|
2,343
|
|
(a)
|
Includes non-revenue Certain Item amounts of $33 million and $18 million in the 2019 and 2018 periods, respectively, primarily related to (i) an unfavorable adjustment of an environmental reserve (2019 period); (ii) an unfavorable adjustment of tax reserves, other than income taxes (2019 period); (iii) an increase in earnings of $12 million as a result of property tax refunds (2018 period); and (iv) an increase in expense of $31 million associated with a certain Pacific (SFPP) operations litigation matter (2018 period).
|
(b)
|
Joint venture throughput is reported at our ownership share.
|
(c)
|
Volumes include ethanol pipeline volumes.
|
•
|
Southeast Refined Products’ increase of $16 million (6%) was due to (i) increased earnings from South East Terminals driven primarily by a gain recognized from an exchange of joint venture interests; (ii) increased earnings from Central Florida Pipeline due to higher volumes; (iii) increased equity earnings from Plantation Pipe Line as a result of increased transportation revenues driven by higher volumes and average tariff rates; and (iv) increased earnings from our Transmix processing operations primarily due to higher services revenues. The decrease in revenues was primarily
|
•
|
West Coast Refined Products’ increase of $14 million (3%) was primarily due to increased earnings on our Pacific (SFPP) operations driven by a decrease in operating expenses associated with environmental reserves and higher margins primarily due to an increase in volumes and tariff rates in 2019; and
|
•
|
Crude and Condensate’s increase of $1 million (—%) was impacted by increased earnings from the Bakken Crude assets primarily due to higher crude oil gathering and delivery volumes and increased tariff rates and increased earnings from KMCC - Splitter primarily due to higher volumes driven by the Desalter project which was placed into service in May 2019, largely offset by a decrease of earnings from Kinder Morgan Crude & Condensate Pipeline due primarily to lower services revenues as a result of unfavorable rates on contract renewals, contract expirations and a decrease in recognition of deficiency revenue.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
2,034
|
|
|
$
|
2,027
|
|
Operating expenses
|
(888
|
)
|
|
(823
|
)
|
||
Gain (loss) on divestitures and impairments, net
|
342
|
|
|
(54
|
)
|
||
Earnings from equity investments
|
23
|
|
|
22
|
|
||
Other, net
|
(5
|
)
|
|
3
|
|
||
Segment EBDA
|
1,506
|
|
|
1,175
|
|
||
Certain Items(a)(b)
|
(332
|
)
|
|
34
|
|
||
Adjusted Segment EBDA
|
$
|
1,174
|
|
|
$
|
1,209
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|
|
||||
Adjusted revenues
|
$
|
9
|
|
|
|
||
Adjusted Segment EBDA
|
(35
|
)
|
|
|
|
||
|
|
|
|
||||
Volumetric data
|
|
|
|
||||
Liquids tankage capacity available for service (MMBbl)
|
89.0
|
|
|
88.8
|
|
||
Liquids utilization %(c)
|
94.0
|
%
|
|
94.9
|
%
|
||
Bulk transload tonnage (MMtons)
|
59.4
|
|
|
64.2
|
|
(a)
|
Includes revenue Certain Item amount of $(2) million for 2018.
|
(b)
|
Includes non-revenue Certain Item amounts of $(332) million and $36 million for 2019 and 2018, respectively, primarily related to (i) a gain of $339 million on the sale of KML (2019 period); (ii) a loss on impairment related to our Staten Island terminal (2018 period); and (iii) net hurricane insurance recoveries (2018 period).
|
(c)
|
The ratio of our tankage capacity in service to tankage capacity available for service.
|
•
|
decrease of $18 million (13%) from our Alberta Canada terminals primarily due to an increase in operating expenses associated with lease fees at our Edmonton South Terminal following the TMPL Sale and the impact of the sale of KML, partially offset by an increase in earnings due to the commencement of operations at KML’s Base Line Terminal joint venture;
|
•
|
decrease of $8 million (13%) from our Mid Atlantic terminals primarily due to lower coal volumes at our Pier IX facility;
|
•
|
decrease of $6 million (10%) from our Gulf Central terminals primarily related to the termination of a customer contract in August 2018 at our Deer Park Rail Terminal and an unfavorable impact resulting from certain tanks being temporarily out of service for scheduled inspections and repairs at Battleground Oil Specialty Terminal Company LLC; and
|
•
|
increase of $3 million (1%) from our Gulf Liquids terminals primarily driven by higher volumes and associated ancillary fees, annual rate escalations on existing storage contracts and a customer rebate adversely impacting revenue recognized in the prior comparable period partially offset by higher operating costs and Ad Valorem expenses.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
1,219
|
|
|
$
|
1,255
|
|
Operating expenses
|
(496
|
)
|
|
(453
|
)
|
||
Loss on divestitures and impairments, net
|
(76
|
)
|
|
(79
|
)
|
||
Other expense
|
(1
|
)
|
|
—
|
|
||
Earnings from equity investments
|
35
|
|
|
36
|
|
||
Segment EBDA
|
681
|
|
|
759
|
|
||
Certain Items(a)(b)
|
26
|
|
|
148
|
|
||
Adjusted Segment EBDA
|
$
|
707
|
|
|
$
|
907
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
|
|
||||
Adjusted revenues
|
$
|
(175
|
)
|
|
|
||
Adjusted Segment EBDA
|
(200
|
)
|
|
|
|
||
|
|
|
|
||||
Volumetric data
|
|
|
|
||||
SACROC oil production
|
23.9
|
|
|
24.4
|
|
||
Yates oil production
|
7.2
|
|
|
7.4
|
|
||
Katz and Goldsmith oil production
|
3.8
|
|
|
4.6
|
|
||
Tall Cotton oil production
|
2.3
|
|
|
2.4
|
|
||
Total oil production, net (MBbl/d)(c)
|
37.2
|
|
|
38.8
|
|
||
NGL sales volumes, net (MBbl/d)(c)
|
10.1
|
|
|
10.0
|
|
||
CO2 production, net (Bcf/d)
|
0.6
|
|
|
0.6
|
|
||
Realized weighted-average oil price per Bbl
|
$
|
49.49
|
|
|
$
|
57.83
|
|
Realized weighted-average NGL price per Bbl
|
$
|
23.49
|
|
|
$
|
32.21
|
|
(a)
|
Includes revenue Certain Item amounts of $(49) million and $90 million for 2019 and 2018, respectively, primarily related to unrealized gains and losses associated with derivative contracts used to hedge forecasted commodity sales.
|
(b)
|
Includes non-revenue Certain Item amounts of $75 million and $58 million for 2019 and 2018, respectively, primarily related to oil and gas property impairments (2019 and 2018 periods) and an increase in earnings of $21 million as a result of a severance tax refund (2018 period).
|
(c)
|
Net of royalties and outside working interests.
|
Year Ended December 31, 2019 versus Year Ended December 31, 2018
|
|||||||||||
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||
|
(In millions, except percentages)
|
||||||||||
Oil and Gas Producing activities
|
$
|
(194
|
)
|
|
(32)%
|
|
$
|
(185
|
)
|
|
(19)%
|
Source and Transportation activities
|
(6
|
)
|
|
(2)%
|
|
(1
|
)
|
|
—%
|
||
Intrasegment eliminations
|
—
|
|
|
—%
|
|
11
|
|
|
33%
|
||
Total CO2
|
$
|
(200
|
)
|
|
(22)%
|
|
$
|
(175
|
)
|
|
(13)%
|
•
|
decrease of $194 million (32%) from our Oil and Gas Producing activities primarily due to decreased revenues of $185 million driven by lower crude oil (including the Midland to Cushing differential) and NGL prices which reduced revenues by $159 million, and lower volumes which reduced revenues by $26 million; and
|
•
|
decrease of $6 million (2%) from our Source and Transportation activities primarily due to lower CO2 sales driven by lower contract sales prices of $10 million and higher operating expenses partially offset by higher CO2 sales volumes of $9 million.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
General and administrative (GAAP)
|
$
|
(590
|
)
|
|
$
|
(601
|
)
|
Corporate (charges) benefit
|
(21
|
)
|
|
13
|
|
||
Certain Items(a)
|
13
|
|
|
24
|
|
||
General and administrative and corporate charges(b)
|
$
|
(598
|
)
|
|
$
|
(564
|
)
|
|
|
|
|
||||
Interest, net (GAAP)
|
$
|
(1,801
|
)
|
|
$
|
(1,917
|
)
|
Certain Items(c)
|
(15
|
)
|
|
26
|
|
||
Interest, net(b)
|
$
|
(1,816
|
)
|
|
$
|
(1,891
|
)
|
|
|
|
|
||||
Net income attributable to noncontrolling interests (GAAP)
|
$
|
(49
|
)
|
|
$
|
(310
|
)
|
Certain Items(d)
|
(4
|
)
|
|
240
|
|
||
Net income attributable to noncontrolling interests(b)
|
$
|
(53
|
)
|
|
$
|
(70
|
)
|
(a)
|
2019 amount includes: (i) an increase in asset sale related costs of $15 million; (ii) an increase in expense of $13 million related to a litigation matter; and (iii) an increase in earnings of $19 million associated with a non-cash fair value adjustment on the Pembina common stock. 2018 amount includes: (i) an increase in expense of $10 million associated with an environmental reserve adjustment; (ii) an increase in asset sale related costs of $10 million; (iii) an increase in expense of $9 million related to certain corporate litigation matters; and (iv) a decrease in expense of $12 million related to an adjustment of tax reserves, other than income taxes.
|
(b)
|
Amounts are adjusted for Certain Items.
|
(c)
|
2019 and 2018 amounts include: (i) decreases in interest expense of $29 million and $32 million, respectively, related to non-cash debt fair value adjustments associated with acquisitions and (ii) increases of $13 million and $9 million, respectively, in interest expense related to non-cash mismatches between the change in fair value of interest rate swaps and change in fair value of hedged debt. 2018 amount also includes an increase in interest expense of $47 million related to the write-off of capitalized KML credit facility fees.
|
(d)
|
2018 amount is primarily associated with the noncontrolling interests portion of the $596 million gain on the TMPL Sale.
|
Rating agency
|
|
Senior debt rating
|
|
Outlook
|
Standard and Poor’s
|
|
BBB
|
|
Stable
|
Moody’s Investor Services
|
|
Baa2
|
|
Stable
|
Fitch Ratings, Inc.
|
|
BBB
|
|
Stable
|
|
2019
|
|
Expected 2020
|
||||
Sustaining capital expenditures(a)(b)
|
$
|
688
|
|
|
$
|
716
|
|
Discretionary capital investments(b)(c)(d)
|
$
|
2,777
|
|
|
$
|
2,395
|
|
(a)
|
2019 and Expected 2020 amounts include $114 million and $128 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)
|
2019 excludes $142 million of net changes from accrued capital expenditures, contractor retainage, and other.
|
(c)
|
2019 amount includes $1,223 million of our contributions to certain unconsolidated joint ventures for capital investments and small acquisitions.
|
(d)
|
Amounts include our actual or estimated contributions to certain unconsolidated joint ventures, net of actual or estimated contributions from certain partners in non-wholly owned consolidated subsidiaries for capital investments.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt borrowings-principal payments(a)
|
$
|
33,360
|
|
|
$
|
2,477
|
|
|
$
|
4,922
|
|
|
$
|
5,175
|
|
|
$
|
20,786
|
|
Interest payments(b)
|
22,550
|
|
|
1,779
|
|
|
3,194
|
|
|
2,742
|
|
|
14,835
|
|
|||||
Lease obligations(c)
|
467
|
|
|
55
|
|
|
83
|
|
|
62
|
|
|
267
|
|
|||||
Pension and OPEB plans(d)
|
851
|
|
|
78
|
|
|
40
|
|
|
38
|
|
|
695
|
|
|||||
Transportation, volume and storage agreements(e)
|
768
|
|
|
166
|
|
|
273
|
|
|
167
|
|
|
162
|
|
|||||
Other obligations(f)
|
477
|
|
|
96
|
|
|
146
|
|
|
90
|
|
|
145
|
|
|||||
Total
|
$
|
58,473
|
|
|
$
|
4,651
|
|
|
$
|
8,658
|
|
|
$
|
8,274
|
|
|
$
|
36,890
|
|
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Standby letters of credit(g)
|
$
|
135
|
|
|
$
|
62
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital expenditures(h)
|
$
|
439
|
|
|
$
|
439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
See Note 9 “Debt” to our consolidated financial statements.
|
(b)
|
Interest payment obligations exclude adjustments for interest rate swap agreements and assume no change in variable interest rates from those in effect at December 31, 2019.
|
(c)
|
Represents commitments pursuant to the terms of operating lease agreements as of December 31, 2019.
|
(d)
|
Represents the amount by which the benefit obligations exceeded the fair value of plan assets at year-end for pension and OPEB plans whose accumulated postretirement benefit obligations exceeded the fair value of plan assets. The payments by period include expected contributions to funded plans in 2020 and estimated benefit payments for unfunded plans in all years.
|
(e)
|
Primarily represents transportation agreements of $315 million, NGL volume agreements of $273 million and storage agreements for capacity of $156 million.
|
(f)
|
Primarily includes (i) rights-of-way obligations; and (ii) environmental liabilities related to sites that we own or have a contractual or legal obligation with a regulatory agency or property owner upon which we will perform remediation activities. These environmental liabilities are included within “Other current liabilities” and “Other long-term liabilities and deferred credits” in our consolidated balance sheet as of December 31, 2019.
|
(g)
|
The $135 million in letters of credit outstanding as of December 31, 2019 consisted of the following (i) letters of credit totaling $46 million supporting our International Marine Terminals Partnership Plaquemines, Louisiana Port, Harbor, and Terminal Revenue Bonds; (ii) $33 million under seven letters of credit for insurance purposes; (iii) a $24 million letter of credit supporting our Kinder Morgan Operating L.P. “B” tax-exempt bonds; and (iv) a combined $32 million in twenty-nine letters of credit supporting environmental and other obligations of us and our subsidiaries.
|
(h)
|
Represents commitments for the purchase of plant, property and equipment as of December 31, 2019.
|
•
|
a $481 million decrease in cash resulting from net $372 million income tax payments in the 2019 period primarily for foreign income tax associated with the TMPL Sale compared to net $109 million income tax refunds that we received in the 2018 period; partially offset by,
|
•
|
a $186 million increase in cash primarily driven by a reduction in litigation payments resulting from rate case refunds made to EPNG shippers in 2018, offset partially by a decrease in cash from other operating activities in the 2019 period compared to the 2018 period.
|
•
|
a $3,026 million decrease in cash reflecting proceeds received in the 2018 period from the TMPL Sale, net of cash disposed. See Note 3 “Divestitures” to our consolidated financial statements for further information regarding this transaction; and
|
•
|
an $866 million increase in cash used for contributions to equity investments driven by contributions made in 2019 to MEP, Citrus Corporation and FEP to fund our proportionate share of these equity investees’ 2019 maturing debt obligations, and higher contributions to Gulf Coast Express Pipeline LLC and Permian Highway Pipeline LLC to fund construction in the 2019 period compared with the 2018 period; partially offset by,
|
•
|
the $1,527 million increase in cash resulting from proceeds received from the KML and U.S. Cochin Sale, net of cash disposed, in 2019. See Note 3 “Divestitures” to our consolidated financial statements for further information regarding this transaction; and
|
•
|
a $634 million decrease in capital expenditures in the 2019 period over the comparative 2018 period primarily due to no expenditures in 2019 for the TMEP, and to a lesser extent lower expenditures in our Natural Gas Pipelines business segment.
|
•
|
a $3,316 million net increase in cash used related to debt activity as a result of $3,198 million of net debt payments in the 2019 period compared to $118 million of net debt issuances in the 2018 period. See Note 9 “Debt” to our consolidated financial statements for further information regarding our debt activity;
|
•
|
an $879 million decrease in cash resulting from the distribution of the TMPL Sale proceeds to noncontrolling interests in the 2019 period; and
|
•
|
a $545 million increase in dividend payments to our common shareholders; partially offset by,
|
•
|
a $271 million decrease in cash used due to fewer common shares repurchased under our common share buy-back program in the 2019 period compared to the 2018 period; and
|
•
|
a $156 million decrease in cash used to pay mandatory convertible preferred shareholders in the 2018 period.
|
Three months ended
|
|
Total quarterly dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
March 31, 2019
|
|
$0.25
|
|
April 17, 2019
|
|
April 30, 2019
|
|
May 15, 2019
|
June 30, 2019
|
|
0.25
|
|
July 17, 2019
|
|
July 31, 2019
|
|
August 15, 2019
|
September 30, 2019
|
|
0.25
|
|
October 16, 2019
|
|
October 31, 2019
|
|
November 15, 2019
|
December 31, 2019
|
|
0.25
|
|
January 22, 2020
|
|
February 3, 2020
|
|
February 18, 2020
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
KML(a)
|
$
|
—
|
|
|
$
|
514
|
|
Others
|
344
|
|
|
339
|
|
||
|
$
|
344
|
|
|
$
|
853
|
|
(a)
|
On December 16, 2019, we completed the sale of all the outstanding common equity of KML, including our 70% interest, to Pembina. See Note 3 for more information.
|
|
|
As of December 31,
|
||||||
Commodity derivative
|
|
2019
|
|
2018
|
||||
Crude oil
|
|
$
|
113
|
|
|
$
|
97
|
|
Natural gas
|
|
8
|
|
|
12
|
|
||
NGL
|
|
7
|
|
|
6
|
|
||
Total
|
|
$
|
128
|
|
|
$
|
115
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
value |
|
Estimated
fair value(c) |
|
Carrying
value |
|
Estimated
fair value(c) |
||||||||
Fixed rate debt(a)
|
$
|
33,943
|
|
|
$
|
37,588
|
|
|
$
|
36,480
|
|
|
$
|
36,647
|
|
|
|
|
|
|
|
|
|
||||||||
Variable rate debt
|
$
|
449
|
|
|
$
|
428
|
|
|
$
|
844
|
|
|
$
|
822
|
|
Notional principal amount of variable-to-fixed interest rate swap agreements
|
(250
|
)
|
|
|
|
—
|
|
|
|
||||||
Notional principal amount of fixed-to-variable interest rate swap agreements
|
8,725
|
|
|
|
|
10,575
|
|
|
|
||||||
Debt balances subject to variable interest rates(b)
|
$
|
8,924
|
|
|
|
|
$
|
11,419
|
|
|
|
(a)
|
A hypothetical 10% change in the average interest rates applicable to such debt as of December 31, 2019 and 2018, would result in changes of approximately $1,548 million and $1,638 million, respectively, in the fair values of these instruments.
|
(b)
|
A hypothetical 10% change in the weighted average interest rate on all of our borrowings (approximately 53 and 52 basis points, respectively, in 2019 and 2018) when applied to our outstanding balance of variable rate debt as of December 31, 2019 and 2018, including adjustments for the notional swap amounts described above, would result in changes of approximately $47 million and $59 million, respectively, in our 2019 and 2018 annual pre-tax earnings.
|
(c)
|
Fair values were determined using Level 2 inputs.
|
(a)
|
(1) Financial Statements and (2) Financial Statement Schedules
|
|
(3)
|
Exhibits
|
Exhibit
Number Description
|
|||
3.1
|
|
*
|
|
|
|
|
|
3.2
|
|
*
|
|
|
|
|
|
4.1
|
|
*
|
|
|
|
|
|
4.2
|
|
*
|
|
|
|
|
|
4.3
|
|
*
|
|
|
|
|
|
4.4
|
|
*
|
|
|
|
|
|
|
|
|
|
4.5
|
|
*
|
|
|
|
|
|
4.6
|
|
*
|
|
|
|
|
|
4.7
|
|
*
|
|
|
|
|
|
4.8
|
|
*
|
|
|
|
|
|
4.9
|
|
*
|
|
|
|
|
|
4.10
|
|
*
|
|
|
|
|
|
4.11
|
|
*
|
|
|
|
|
|
4.12
|
|
*
|
|
|
|
|
|
4.13
|
|
*
|
|
|
|
|
Exhibit
Number Description
|
|||
4.14
|
|
*
|
|
|
|
|
|
4.15
|
|
*
|
|
|
|
|
|
4.16
|
|
*
|
|
|
|
|
|
4.17
|
|
*
|
|
|
|
|
|
4.18
|
|
*
|
|
|
|
|
|
4.19
|
|
*
|
|
|
|
|
|
4.20
|
|
*
|
|
|
|
|
|
4.21
|
|
*
|
|
|
|
|
|
4.22
|
|
*
|
|
|
|
|
|
4.23
|
|
*
|
|
|
|
|
|
4.24
|
|
*
|
|
|
|
|
|
4.25
|
|
*
|
|
|
|
|
|
4.26
|
|
*
|
|
|
|
|
Exhibit
Number Description
|
|||
4.27
|
|
*
|
|
|
|
|
|
4.28
|
|
*
|
|
|
|
|
|
4.29
|
|
*
|
|
|
|
|
|
4.30
|
|
*
|
|
|
|
|
|
4.31
|
|
*
|
|
|
|
|
|
4.32
|
|
*
|
|
|
|
|
|
4.33
|
|
*
|
|
|
|
|
|
4.34
|
|
*
|
|
|
|
|
|
4.35
|
|
*
|
|
|
|
|
|
4.36
|
|
|
Certain instruments with respect to long-term debt of KMI and its consolidated subsidiaries which relate to debt that does not exceed 10% of the total assets of KMI and its consolidated subsidiaries are omitted pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, 17 C.F.R. sec. #229.601. KMI hereby agrees to furnish supplementally to the Securities and Exchange Commission a copy of each such instrument upon request.
|
|
|
|
|
4.37
|
|
|
|
|
|
|
|
4.38
|
|
|
|
|
|
|
|
10.1
|
|
*
|
|
|
|
|
|
10.2
|
|
*
|
|
|
|
|
|
10.3
|
|
*
|
|
|
|
|
|
10.4
|
|
*
|
|
|
|
|
|
10.5
|
|
*
|
|
|
|
|
Exhibit
Number Description
|
|||
10.6
|
|
*
|
|
|
|
|
|
10.7
|
|
*
|
|
|
|
|
|
10.8
|
|
*
|
|
|
|
|
|
10.9
|
|
*
|
|
|
|
|
|
10.10
|
|
*
|
|
|
|
|
|
10.11
|
|
*
|
|
|
|
|
|
10.12
|
|
*
|
|
|
|
|
|
10.13
|
|
*
|
|
|
|
|
|
10.14
|
|
*
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101
|
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our Consolidated Statements of Income for the years ended December 31, 2019, 2018, and 2017; (ii) our Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, and 2017; (iii) our Consolidated Balance Sheets as of December 31, 2019 and 2018; (iv) our Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017; (v) our Consolidated Statements of Stockholders’ Equity as of and for the years ended December 31, 2019, 2018, and 2017; and (vi) the notes to our Consolidated Financial Statements
|
|
|
|
|
104
|
|
|
Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) and contained in Exhibit 101.
|
KINDER MORGAN, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
|
||
|
|
Page
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Services
|
$
|
8,198
|
|
|
$
|
7,955
|
|
|
$
|
7,885
|
|
Commodity sales
|
4,811
|
|
|
5,987
|
|
|
5,654
|
|
|||
Other
|
200
|
|
|
202
|
|
|
166
|
|
|||
Total Revenues
|
13,209
|
|
|
14,144
|
|
|
13,705
|
|
|||
Operating Costs, Expenses and Other
|
|
|
|
|
|
||||||
Costs of sales
|
3,263
|
|
|
4,421
|
|
|
4,345
|
|
|||
Operations and maintenance
|
2,591
|
|
|
2,522
|
|
|
2,472
|
|
|||
Depreciation, depletion and amortization
|
2,411
|
|
|
2,297
|
|
|
2,261
|
|
|||
General and administrative
|
590
|
|
|
601
|
|
|
688
|
|
|||
Taxes, other than income taxes
|
426
|
|
|
345
|
|
|
398
|
|
|||
(Gain) loss on divestitures and impairments, net
|
(942
|
)
|
|
167
|
|
|
13
|
|
|||
Other income, net
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Total Operating Costs, Expenses and Other
|
8,336
|
|
|
10,350
|
|
|
10,176
|
|
|||
Operating Income
|
4,873
|
|
|
3,794
|
|
|
3,529
|
|
|||
Other Income (Expense)
|
|
|
|
|
|
||||||
Earnings from equity investments
|
101
|
|
|
617
|
|
|
428
|
|
|||
Amortization of excess cost of equity investments
|
(83
|
)
|
|
(95
|
)
|
|
(61
|
)
|
|||
Interest, net
|
(1,801
|
)
|
|
(1,917
|
)
|
|
(1,832
|
)
|
|||
Other, net
|
75
|
|
|
107
|
|
|
97
|
|
|||
Total Other Expense
|
(1,708
|
)
|
|
(1,288
|
)
|
|
(1,368
|
)
|
|||
Income Before Income Taxes
|
3,165
|
|
|
2,506
|
|
|
2,161
|
|
|||
Income Tax Expense
|
(926
|
)
|
|
(587
|
)
|
|
(1,938
|
)
|
|||
Net Income
|
2,239
|
|
|
1,919
|
|
|
223
|
|
|||
Net Income Attributable to Noncontrolling Interests
|
(49
|
)
|
|
(310
|
)
|
|
(40
|
)
|
|||
Net Income Attributable to Kinder Morgan, Inc.
|
2,190
|
|
|
1,609
|
|
|
183
|
|
|||
Preferred Stock Dividends
|
—
|
|
|
(128
|
)
|
|
(156
|
)
|
|||
Net Income Available to Common Stockholders
|
$
|
2,190
|
|
|
$
|
1,481
|
|
|
$
|
27
|
|
Class P Shares
|
|
|
|
|
|
|
|||||
Basic and Diluted Earnings Per Common Share
|
$
|
0.96
|
|
|
$
|
0.66
|
|
|
$
|
0.01
|
|
Basic and Diluted Weighted Average Common Shares Outstanding
|
2,264
|
|
|
2,216
|
|
|
2,230
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
2,239
|
|
|
$
|
1,919
|
|
|
$
|
223
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|||
Change in fair value of hedge derivatives (net of tax benefit (expense) of $52, $(34), and $(82), respectively)
|
(177
|
)
|
|
111
|
|
|
145
|
|
|||
Reclassification of change in fair value of derivatives to net income (net of tax (expense) benefit of $(2), $(25)and $97, respectively)
|
6
|
|
|
84
|
|
|
(171
|
)
|
|||
Foreign currency translation adjustments (net of tax expense of $27, $16 and $56, respectively)
|
108
|
|
|
141
|
|
|
101
|
|
|||
Benefit plan adjustments (net of tax expense of $23, $11 and $27, respectively)
|
77
|
|
|
2
|
|
|
40
|
|
|||
Total other comprehensive income
|
14
|
|
|
338
|
|
|
115
|
|
|||
Comprehensive income
|
2,253
|
|
|
2,257
|
|
|
338
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(66
|
)
|
|
(328
|
)
|
|
(86
|
)
|
|||
Comprehensive income attributable to KMI
|
$
|
2,187
|
|
|
$
|
1,929
|
|
|
$
|
252
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts)
|
|||||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
185
|
|
|
$
|
3,280
|
|
Restricted deposits
|
24
|
|
|
51
|
|
||
Marketable securities at fair value
|
925
|
|
|
—
|
|
||
Accounts receivable, net
|
1,370
|
|
|
1,498
|
|
||
Fair value of derivative contracts
|
84
|
|
|
260
|
|
||
Inventories
|
371
|
|
|
385
|
|
||
Other current assets
|
279
|
|
|
248
|
|
||
Total current assets
|
3,238
|
|
|
5,722
|
|
||
Property, plant and equipment, net
|
36,419
|
|
|
37,897
|
|
||
Investments
|
7,759
|
|
|
7,481
|
|
||
Goodwill
|
21,451
|
|
|
21,965
|
|
||
Other intangibles, net
|
2,676
|
|
|
2,880
|
|
||
Deferred income taxes
|
857
|
|
|
1,566
|
|
||
Deferred charges and other assets
|
1,757
|
|
|
1,355
|
|
||
Total Assets
|
$
|
74,157
|
|
|
$
|
78,866
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
2,477
|
|
|
$
|
3,388
|
|
Accounts payable
|
914
|
|
|
1,337
|
|
||
Distributions payable to KML noncontrolling interests
|
—
|
|
|
876
|
|
||
Accrued interest
|
548
|
|
|
579
|
|
||
Accrued taxes
|
364
|
|
|
483
|
|
||
Other current liabilities
|
797
|
|
|
894
|
|
||
Total current liabilities
|
5,100
|
|
|
7,557
|
|
||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
||||
Outstanding
|
30,883
|
|
|
33,205
|
|
||
Debt fair value adjustments
|
1,032
|
|
|
731
|
|
||
Total long-term debt
|
31,915
|
|
|
33,936
|
|
||
Other long-term liabilities and deferred credits
|
2,253
|
|
|
2,176
|
|
||
Total long-term liabilities and deferred credits
|
34,168
|
|
|
36,112
|
|
||
Total Liabilities
|
39,268
|
|
|
43,669
|
|
||
Commitments and contingencies (Notes 9, 13, 17 and 18)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interest
|
803
|
|
|
666
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,264,936,054 and 2,262,165,783 shares, respectively, issued and outstanding
|
23
|
|
|
23
|
|
||
Additional paid-in capital
|
41,745
|
|
|
41,701
|
|
||
Accumulated deficit
|
(7,693
|
)
|
|
(7,716
|
)
|
||
Accumulated other comprehensive loss
|
(333
|
)
|
|
(330
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
33,742
|
|
|
33,678
|
|
||
Noncontrolling interests
|
344
|
|
|
853
|
|
||
Total Stockholders’ Equity
|
34,086
|
|
|
34,531
|
|
||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
$
|
74,157
|
|
|
$
|
78,866
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
2,239
|
|
|
$
|
1,919
|
|
|
$
|
223
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
2,411
|
|
|
2,297
|
|
|
2,261
|
|
|||
Deferred income taxes
|
717
|
|
|
405
|
|
|
2,073
|
|
|||
Amortization of excess cost of equity investments
|
83
|
|
|
95
|
|
|
61
|
|
|||
Change in fair market value of derivative contracts
|
(22
|
)
|
|
77
|
|
|
40
|
|
|||
(Gain) loss on divestitures and impairments, net (Note 4)
|
(942
|
)
|
|
167
|
|
|
13
|
|
|||
Earnings from equity investments
|
(101
|
)
|
|
(617
|
)
|
|
(428
|
)
|
|||
Distributions of equity investment earnings
|
590
|
|
|
499
|
|
|
426
|
|
|||
Changes in components of working capital, net of the effects of acquisitions and dispositions
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
105
|
|
|
(50
|
)
|
|
(78
|
)
|
|||
Income tax receivable
|
—
|
|
|
137
|
|
|
7
|
|
|||
Inventories
|
4
|
|
|
15
|
|
|
(90
|
)
|
|||
Other current assets
|
93
|
|
|
(16
|
)
|
|
(25
|
)
|
|||
Accounts payable
|
(198
|
)
|
|
21
|
|
|
73
|
|
|||
Accrued interest, net of interest rate swaps
|
(43
|
)
|
|
(22
|
)
|
|
10
|
|
|||
Accrued taxes
|
(142
|
)
|
|
241
|
|
|
(37
|
)
|
|||
Accrued contingencies and other current liabilities
|
(69
|
)
|
|
73
|
|
|
138
|
|
|||
Other, net
|
23
|
|
|
(198
|
)
|
|
(66
|
)
|
|||
Net Cash Provided by Operating Activities
|
4,748
|
|
|
5,043
|
|
|
4,601
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from the KML and U.S. Cochin Sale, net of cash disposed (Note 3)
|
1,527
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the TMPL Sale, net of cash disposed and working capital adjustments (Note 3)
|
(28
|
)
|
|
2,998
|
|
|
—
|
|
|||
Acquisitions of assets and investments
|
(79
|
)
|
|
(39
|
)
|
|
(4
|
)
|
|||
Capital expenditures
|
(2,270
|
)
|
|
(2,904
|
)
|
|
(3,188
|
)
|
|||
Sales of property, plant and equipment, investments, and other net assets, net of removal costs
|
110
|
|
|
104
|
|
|
118
|
|
|||
Contributions to investments
|
(1,299
|
)
|
|
(433
|
)
|
|
(684
|
)
|
|||
Distributions from equity investments in excess of cumulative earnings
|
333
|
|
|
237
|
|
|
374
|
|
|||
Loans to related parties
|
(31
|
)
|
|
(31
|
)
|
|
(23
|
)
|
|||
Other, net
|
23
|
|
|
—
|
|
|
4
|
|
|||
Net Cash Used in Investing Activities
|
(1,714
|
)
|
|
(68
|
)
|
|
(3,403
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Issuances of debt
|
8,036
|
|
|
14,751
|
|
|
8,868
|
|
|||
Payments of debt
|
(11,224
|
)
|
|
(14,591
|
)
|
|
(11,064
|
)
|
|||
Debt issue costs
|
(10
|
)
|
|
(42
|
)
|
|
(70
|
)
|
|||
Cash dividends - common shares (Note 11)
|
(2,163
|
)
|
|
(1,618
|
)
|
|
(1,120
|
)
|
|||
Cash dividends - preferred shares (Note 11)
|
—
|
|
|
(156
|
)
|
|
(156
|
)
|
|||
Repurchases of common shares
|
(2
|
)
|
|
(273
|
)
|
|
(250
|
)
|
|||
Contributions from investment partner
|
148
|
|
|
181
|
|
|
485
|
|
|||
Contributions from noncontrolling interests - net proceeds from KML IPO (Note 3)
|
—
|
|
|
—
|
|
|
1,245
|
|
|||
Contributions from noncontrolling interests - net proceeds from KML preferred share issuances (Note 11)
|
—
|
|
|
—
|
|
|
420
|
|
|||
Contributions from noncontrolling interests - other
|
3
|
|
|
19
|
|
|
12
|
|
|||
Distributions to investment partner
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution to noncontrolling interests - KML distribution of the TMPL Sale proceeds
|
(879
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests - other
|
(55
|
)
|
|
(78
|
)
|
|
(42
|
)
|
|||
Other, net
|
(28
|
)
|
|
(17
|
)
|
|
(9
|
)
|
|||
Net Cash Used in Financing Activities
|
(6,185
|
)
|
|
(1,824
|
)
|
|
(1,681
|
)
|
|||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
29
|
|
|
(146
|
)
|
|
22
|
|
|||
Net (decrease) increase in Cash, Cash Equivalents and Restricted Deposits
|
(3,122
|
)
|
|
3,005
|
|
|
(461
|
)
|
|||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
3,331
|
|
|
326
|
|
|
787
|
|
|||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
$
|
209
|
|
|
$
|
3,331
|
|
|
$
|
326
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and Cash Equivalents, beginning of period
|
$
|
3,280
|
|
|
$
|
264
|
|
|
$
|
684
|
|
Restricted Deposits, beginning of period
|
51
|
|
|
62
|
|
|
103
|
|
|||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
3,331
|
|
|
326
|
|
|
787
|
|
|||
Cash and Cash Equivalents, end of period
|
185
|
|
|
3,280
|
|
|
264
|
|
|||
Restricted Deposits, end of period
|
24
|
|
|
51
|
|
|
62
|
|
|||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
209
|
|
|
3,331
|
|
|
326
|
|
|||
Net (decrease) increase in Cash, Cash Equivalents and Restricted Deposits
|
$
|
(3,122
|
)
|
|
$
|
3,005
|
|
|
$
|
(461
|
)
|
|
|
|
|
|
|
||||||
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|||
Marketable securities obtained as consideration for divestiture (Note 3)
|
$
|
892
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ROU assets and operating lease obligations recognized (Note 17)
|
399
|
|
|
|
|
|
|||||
Decrease in noncontrolling interests for distribution accrual
|
—
|
|
|
905
|
|
|
—
|
|
|||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
1,860
|
|
|
1,879
|
|
|
1,854
|
|
|||
Cash paid (refunded) during the period for income taxes, net
|
372
|
|
|
(109
|
)
|
|
(140
|
)
|
|
Preferred stock
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Issued shares
|
|
Par value
|
|
Issued shares
|
|
Par value
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Stockholders’
equity
attributable
to KMI
|
|
Non-controlling
interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2016
|
2
|
|
|
$
|
—
|
|
|
2,230
|
|
|
$
|
22
|
|
|
$
|
41,739
|
|
|
$
|
(6,669
|
)
|
|
$
|
(661
|
)
|
|
$
|
34,431
|
|
|
$
|
371
|
|
|
$
|
34,802
|
|
Repurchases of shares
|
|
|
|
|
(14
|
)
|
|
|
|
(250
|
)
|
|
|
|
|
|
(250
|
)
|
|
|
|
(250
|
)
|
||||||||||||||
Restricted shares
|
|
|
|
|
1
|
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
|
|
|
65
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
183
|
|
|
|
|
183
|
|
|
40
|
|
|
223
|
|
||||||||||||||
KML IPO
|
|
|
|
|
|
|
|
|
314
|
|
|
|
|
51
|
|
|
365
|
|
|
684
|
|
|
1,049
|
|
|||||||||||||
KML preferred share issuance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
419
|
|
|
419
|
|
|||||||||||||||
Reorganization of foreign subsidiaries
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
38
|
|
|
|
|
38
|
|
|||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(156
|
)
|
|
|
|
(156
|
)
|
|
|
|
(156
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(1,120
|
)
|
|
|
|
(1,120
|
)
|
|
|
|
(1,120
|
)
|
|||||||||||||||
Sale and deconsolidation of interest in Deeprock Development, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||||||||||||
Other
|
|
|
|
|
|
|
|
|
3
|
|
|
8
|
|
|
|
|
11
|
|
|
(12
|
)
|
|
(1
|
)
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
69
|
|
|
69
|
|
|
46
|
|
|
115
|
|
||||||||||||||
Balance at December 31, 2017
|
2
|
|
|
—
|
|
|
2,217
|
|
|
22
|
|
|
41,909
|
|
|
(7,754
|
)
|
|
(541
|
)
|
|
33,636
|
|
|
1,488
|
|
|
35,124
|
|
||||||||
Impact of adoption of ASU (Note 11)
|
|
|
|
|
|
|
|
|
|
|
175
|
|
|
(109
|
)
|
|
66
|
|
|
|
|
66
|
|
||||||||||||||
Balance at January 1, 2018
|
2
|
|
|
—
|
|
|
2,217
|
|
|
22
|
|
|
41,909
|
|
|
(7,579
|
)
|
|
(650
|
)
|
|
33,702
|
|
|
1,488
|
|
|
35,190
|
|
||||||||
Repurchases of shares
|
|
|
|
|
(15
|
)
|
|
|
|
(273
|
)
|
|
|
|
|
|
(273
|
)
|
|
|
|
(273
|
)
|
||||||||||||||
Mandatory conversion of preferred shares
|
(2
|
)
|
|
|
|
58
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Restricted shares
|
|
|
|
|
2
|
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
|
|
|
65
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
1,609
|
|
|
|
|
1,609
|
|
|
310
|
|
|
1,919
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(997
|
)
|
|
(997
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|||||||||||||||
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(128
|
)
|
|
|
|
(128
|
)
|
|
|
|
(128
|
)
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(1,618
|
)
|
|
|
|
(1,618
|
)
|
|
|
|
(1,618
|
)
|
|||||||||||||||
Other
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
320
|
|
|
320
|
|
|
18
|
|
|
338
|
|
||||||||||||||
Balance at December 31, 2018
|
—
|
|
|
—
|
|
|
2,262
|
|
|
23
|
|
|
41,701
|
|
|
(7,716
|
)
|
|
(330
|
)
|
|
33,678
|
|
|
853
|
|
|
34,531
|
|
||||||||
Impact of adoption of ASU (Note 14)
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
|||||||||||||||
Balance at January 1, 2019
|
—
|
|
|
—
|
|
|
2,262
|
|
|
23
|
|
|
41,701
|
|
|
(7,720
|
)
|
|
(330
|
)
|
|
33,674
|
|
|
853
|
|
|
34,527
|
|
||||||||
Repurchases of shares
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|||||||||||||||
Restricted shares
|
|
|
|
|
3
|
|
|
|
|
46
|
|
|
|
|
|
|
46
|
|
|
|
|
46
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
2,190
|
|
|
|
|
2,190
|
|
|
49
|
|
|
2,239
|
|
||||||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|||||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||||||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(2,163
|
)
|
|
|
|
(2,163
|
)
|
|
|
|
(2,163
|
)
|
|||||||||||||||
Sale of interest in KML
|
|
|
|
|
|
|
|
|
|
|
|
|
68
|
|
|
68
|
|
|
(503
|
)
|
|
(435
|
)
|
||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(71
|
)
|
|
(71
|
)
|
|
(4
|
)
|
|
(75
|
)
|
||||||||||||||
Balance at December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
2,265
|
|
|
$
|
23
|
|
|
$
|
41,745
|
|
|
$
|
(7,693
|
)
|
|
$
|
(333
|
)
|
|
$
|
33,742
|
|
|
$
|
344
|
|
|
$
|
34,086
|
|
1.
|
General
|
2.
|
Summary of Significant Accounting Policies
|
•
|
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 the beginning of 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 the beginning of 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 non-refundable 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.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Current regulatory assets
|
$
|
55
|
|
|
$
|
66
|
|
Non-current regulatory assets
|
212
|
|
|
245
|
|
||
Total regulatory assets(a)
|
$
|
267
|
|
|
$
|
311
|
|
|
|
|
|
||||
Current regulatory liabilities
|
$
|
26
|
|
|
$
|
29
|
|
Non-current regulatory liabilities
|
189
|
|
|
206
|
|
||
Total regulatory liabilities(b)
|
$
|
215
|
|
|
$
|
235
|
|
(a)
|
Regulatory assets as of December 31, 2019 include (i) $144 million of unamortized losses on disposal of assets; (ii) $51 million income tax gross up on equity AFUDC; and (iii) $72 million of other assets including amounts related to fuel tracker arrangements. Approximately $84 million of the regulatory assets, with a weighted average remaining recovery period of 26 years, are recoverable without earning a return, including the income tax gross up on equity AFUDC for which there is an offsetting deferred income tax balance for FERC rate base purposes; therefore, it does not earn a return.
|
(b)
|
Regulatory liabilities as of December 31, 2019 are comprised of customer prepayments to be credited to shippers or other over-collections that are expected to be returned to shippers or netted against under-collections over time. Approximately $131 million of the $189 million classified as non-current is expected to be credited to shippers over a remaining weighted average period of 18 years, while the remaining $58 million is not subject to a defined period.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income Available to Common Stockholders
|
$
|
2,190
|
|
|
$
|
1,481
|
|
|
$
|
27
|
|
Participating securities:
|
|
|
|
|
|
||||||
Less: Net Income Allocated to Restricted stock awards(a)
|
(12
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|||
Net Income Allocated to Class P Stockholders
|
$
|
2,178
|
|
|
$
|
1,473
|
|
|
$
|
22
|
|
|
|
|
|
|
|
||||||
Basic Weighted Average Common Shares Outstanding
|
2,264
|
|
|
2,216
|
|
|
2,230
|
|
|||
Basic Earnings Per Common Share
|
$
|
0.96
|
|
|
$
|
0.66
|
|
|
$
|
0.01
|
|
(a)
|
As of December 31, 2019, there were approximately 12 million such restricted stock awards.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Unvested restricted stock awards
|
13
|
|
|
12
|
|
|
10
|
|
Warrants to purchase our Class P shares(a)
|
—
|
|
|
—
|
|
|
116
|
|
Convertible trust preferred securities
|
3
|
|
|
3
|
|
|
3
|
|
Mandatory convertible preferred stock(b)
|
—
|
|
|
48
|
|
|
58
|
|
(a)
|
On May 25, 2017, approximately 293 million of 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)
|
The holder of each convertible preferred share participated in our earnings by receiving preferred stock dividends through the mandatory conversion date of October 26, 2018 at which time our convertible preferred shares were converted to common shares.
|
3.
|
Divestitures
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Natural Gas Pipelines
|
|
|
|
|
|
||||||
Impairments of long-lived assets(a)
|
$
|
290
|
|
|
$
|
636
|
|
|
$
|
30
|
|
Gains on divestitures of long-lived assets(b)
|
(967
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Impairments of equity investments(c)
|
650
|
|
|
270
|
|
|
150
|
|
|||
Impairment at equity investee(d)
|
—
|
|
|
—
|
|
|
10
|
|
|||
Terminals
|
|
|
|
|
|
||||||
Impairments of long-lived assets(e)
|
—
|
|
|
59
|
|
|
3
|
|
|||
Gains on divestitures of long-lived assets(f)
|
(335
|
)
|
|
(6
|
)
|
|
(18
|
)
|
|||
CO2
|
|
|
|
|
|
||||||
Impairments of long-lived assets(g)
|
74
|
|
|
79
|
|
|
(1
|
)
|
|||
Losses on divestitures of long-lived assets
|
2
|
|
|
—
|
|
|
—
|
|
|||
Impairment at equity investee
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Kinder Morgan Canada
|
|
|
|
|
|
||||||
Losses (gain) on divestiture of long-lived assets(h)
|
2
|
|
|
(595
|
)
|
|
—
|
|
|||
Other (gains) losses on divestitures of long-lived assets
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||
Pre-tax (gains) losses on divestitures and impairments, net
|
$
|
(285
|
)
|
|
$
|
437
|
|
|
$
|
172
|
|
(a)
|
2019 amount represents the non-cash impairments associated with certain gathering and processing assets in Oklahoma and northern Texas. 2018 amount represents the non-cash impairment associated with certain gathering and processing assets in Oklahoma and a project write-off associated with the Utica Marcellus Texas pipeline. 2017 amount represents the impairment of our Colden storage facility, of which $3 million is included in “Costs of sales” on our accompanying consolidated statement of income.
|
(b)
|
2019 amount includes a $957 million gain related to the KML and U.S. Cochin Sale.
|
(c)
|
Non-cash impairments of equity investments are included in “Earnings from equity investments” on our accompanying consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. 2019 amount represents the non-cash impairment of our investment in Ruby. 2018 amount represents the non-cash impairment of our investment in Gulf LNG Holdings Group, LLC (Gulf LNG) which was driven by a ruling by an arbitration panel affecting a customer contract. Our share of earnings recognized by Gulf LNG on the respective customer contract is included in “Earnings from equity investments” on our accompanying consolidated statement of income for the year ended December 31, 2018. 2017 amount represents the non-cash impairment of our investment in FEP.
|
(d)
|
2017 amount represents losses on impairments recorded by equity investees and are included in “Earnings from equity investments” on our accompanying consolidated statement of income.
|
(e)
|
2018 amount primarily relates to non-cash impairments of certain northeast terminal assets.
|
(f)
|
2019 amount includes a $339 million gain related to the sale of KML and a $7 million loss included in “Other, net” on our accompanying consolidated statement of income, related to a sale of an equity investment. 2017 amount includes a $23 million gain related to the sale of a 40% membership interest in the Deeprock Development joint venture.
|
(g)
|
2019 and 2018 amounts represent impairments of oil and gas properties.
|
(h)
|
2019 and 2018 amounts represent a working capital adjustment and gain on sale, respectively, associated with the TMPL Sale.
|
5.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
2,482
|
|
|
$
|
1,739
|
|
|
$
|
1,976
|
|
Foreign
|
683
|
|
|
767
|
|
|
185
|
|
|||
Total Income Before Income Taxes
|
$
|
3,165
|
|
|
$
|
2,506
|
|
|
$
|
2,161
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
(2
|
)
|
|
$
|
(22
|
)
|
|
$
|
(137
|
)
|
State
|
10
|
|
|
(45
|
)
|
|
(16
|
)
|
|||
Foreign(a)
|
201
|
|
|
249
|
|
|
18
|
|
|||
Total
|
209
|
|
|
182
|
|
|
(135
|
)
|
|||
Deferred tax expense (benefit)
|
|
|
|
|
|
|
|
|
|||
Federal
|
682
|
|
|
425
|
|
|
2,022
|
|
|||
State
|
66
|
|
|
55
|
|
|
4
|
|
|||
Foreign(a)
|
(31
|
)
|
|
(75
|
)
|
|
47
|
|
|||
Total
|
717
|
|
|
405
|
|
|
2,073
|
|
|||
Total tax provision
|
$
|
926
|
|
|
$
|
587
|
|
|
$
|
1,938
|
|
(a)
|
Our Canada income tax expense was $165 million, $168 million and $58 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Federal income tax
|
$
|
665
|
|
|
21.0
|
%
|
|
$
|
526
|
|
|
21.0
|
%
|
|
$
|
756
|
|
|
35.0
|
%
|
Increase (decrease) as a result of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taxes on foreign earnings, net of federal benefit
|
139
|
|
|
4.4
|
%
|
|
131
|
|
|
5.2
|
%
|
|
42
|
|
|
1.9
|
%
|
|||
Net effects of noncontrolling interests
|
(10
|
)
|
|
(0.3
|
)%
|
|
(65
|
)
|
|
(2.6
|
)%
|
|
(14
|
)
|
|
(0.7
|
)%
|
|||
State income tax, net of federal benefit
|
68
|
|
|
2.1
|
%
|
|
46
|
|
|
1.8
|
%
|
|
38
|
|
|
1.8
|
%
|
|||
Dividend received deduction
|
(39
|
)
|
|
(1.1
|
)%
|
|
(31
|
)
|
|
(1.2
|
)%
|
|
(56
|
)
|
|
(2.6
|
)%
|
|||
Adjustments to uncertain tax positions
|
(5
|
)
|
|
(0.2
|
)%
|
|
(47
|
)
|
|
(1.9
|
)%
|
|
(12
|
)
|
|
(0.6
|
)%
|
|||
Impact of the 2017 Tax Reform
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,240
|
|
|
57.4
|
%
|
|||
Nondeductible goodwill
|
108
|
|
|
3.4
|
%
|
|
58
|
|
|
2.3
|
%
|
|
—
|
|
|
—
|
%
|
|||
General business credit
|
—
|
|
|
—
|
%
|
|
(64
|
)
|
|
(2.6
|
)%
|
|
(95
|
)
|
|
(4.4
|
)%
|
|||
Other
|
—
|
|
|
—
|
%
|
|
33
|
|
|
1.4
|
%
|
|
39
|
|
|
1.9
|
%
|
|||
Total
|
$
|
926
|
|
|
29.3
|
%
|
|
$
|
587
|
|
|
23.4
|
%
|
|
$
|
1,938
|
|
|
89.7
|
%
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Employee benefits
|
$
|
208
|
|
|
$
|
238
|
|
Accrued expenses
|
86
|
|
|
76
|
|
||
Net operating loss, capital loss and tax credit carryforwards
|
1,519
|
|
|
1,526
|
|
||
Derivative instruments and interest rate and currency swaps
|
15
|
|
|
9
|
|
||
Debt fair value adjustment
|
29
|
|
|
33
|
|
||
Investments
|
—
|
|
|
177
|
|
||
Valuation allowances
|
(155
|
)
|
|
(178
|
)
|
||
Total deferred tax assets
|
1,702
|
|
|
1,881
|
|
||
Deferred tax liabilities
|
|
|
|
|
|
||
Property, plant and equipment
|
385
|
|
|
270
|
|
||
Investments
|
418
|
|
|
—
|
|
||
Other
|
42
|
|
|
45
|
|
||
Total deferred tax liabilities
|
845
|
|
|
315
|
|
||
Net deferred tax assets
|
$
|
857
|
|
|
$
|
1,566
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Pipelines (Natural gas, liquids, crude oil and CO2)
|
$
|
19,856
|
|
|
$
|
19,727
|
|
Equipment (Natural gas, liquids, crude oil, CO2, and terminals)
|
25,791
|
|
|
24,392
|
|
||
Other(a)
|
5,360
|
|
|
5,447
|
|
||
Accumulated depreciation, depletion and amortization
|
(16,950
|
)
|
|
(15,359
|
)
|
||
|
34,057
|
|
|
34,207
|
|
||
Land and land rights-of-way
|
1,356
|
|
|
1,378
|
|
||
Construction work in process
|
1,006
|
|
|
2,312
|
|
||
Property, plant and equipment, net
|
$
|
36,419
|
|
|
$
|
37,897
|
|
|
Ownership Interest
|
|
Equity Investments
|
|
Earnings (Losses) from
Equity Investments
|
||||||||||||||||
|
December 31,
|
|
December 31,
|
|
Year ended December 31,
|
||||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
||||||||||
Citrus Corporation
|
50%
|
|
$
|
1,856
|
|
|
$
|
1,708
|
|
|
$
|
157
|
|
|
$
|
169
|
|
|
$
|
108
|
|
SNG
|
50%
|
|
1,473
|
|
|
1,536
|
|
|
140
|
|
|
141
|
|
|
77
|
|
|||||
NGPL Holdings LLC(a)
|
50%
|
|
721
|
|
|
733
|
|
|
81
|
|
|
66
|
|
|
10
|
|
|||||
Gulf Coast Express Pipeline LLC
|
34%
|
|
656
|
|
|
240
|
|
|
37
|
|
|
2
|
|
|
—
|
|
|||||
MEP
|
50%
|
|
439
|
|
|
235
|
|
|
15
|
|
|
31
|
|
|
38
|
|
|||||
Gulf LNG(b)
|
50%
|
|
361
|
|
|
361
|
|
|
17
|
|
|
(61
|
)
|
|
47
|
|
|||||
Plantation Pipe Line Company
|
51%
|
|
348
|
|
|
344
|
|
|
58
|
|
|
55
|
|
|
46
|
|
|||||
Utopia Holding LLC
|
50%
|
|
335
|
|
|
333
|
|
|
20
|
|
|
14
|
|
|
—
|
|
|||||
Permian Highway Pipeline
|
27%
|
|
309
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EagleHawk
|
25%
|
|
285
|
|
|
299
|
|
|
17
|
|
|
7
|
|
|
24
|
|
|||||
Watco Companies, LLC
|
(c)
|
|
185
|
|
|
185
|
|
|
19
|
|
|
21
|
|
|
19
|
|
|||||
FEP(d)
|
50%
|
|
102
|
|
|
44
|
|
|
59
|
|
|
55
|
|
|
(97
|
)
|
|||||
Ruby(e)
|
(f)
|
|
41
|
|
|
750
|
|
|
(609
|
)
|
|
26
|
|
|
44
|
|
|||||
Cortez Pipeline Company
|
53%
|
|
26
|
|
|
15
|
|
|
35
|
|
|
36
|
|
|
44
|
|
|||||
All others
|
|
|
622
|
|
|
653
|
|
|
55
|
|
|
55
|
|
|
68
|
|
|||||
Total investments
|
|
|
$
|
7,759
|
|
|
$
|
7,481
|
|
|
$
|
101
|
|
|
$
|
617
|
|
|
$
|
428
|
|
Amortization of excess cost
|
|
|
|
|
|
|
$
|
(83
|
)
|
|
$
|
(95
|
)
|
|
$
|
(61
|
)
|
(a)
|
Investment in NGPL Holdings LLC (NGPL) includes a related party promissory note receivable with a principal amount of $500 million as of December 31, 2019. On October 1, 2019, NGPL issued a non-cash related party promissory note with a principal amount of $500 million as a capital distribution. The related party promissory note accrues interest at 6.75% and is payable quarterly. From the issuance of the related party promissory note receivable through December 31, 2019, we recognized $8.4 million of interest within “Earnings from equity investments” on our accompanying consolidated statement of income.
|
(b)
|
The loss from Gulf LNG for the year ended December 31, 2018 includes our share of earnings recognized due to a ruling by an arbitration panel affecting a customer contract. 2018 amount also includes a non-cash impairment charge of $270 million (pre-tax) driven by this ruling. See Note 4 for more information.
|
(c)
|
We hold a preferred and common equity investment in Watco Companies, LLC. We own 100,000 Class A and 50,000 Class B preferred shares and pursuant to the terms of the investment, receive priority, cumulative cash and stock distributions from the preferred shares at a rate of 3.25% and 3.00% per quarter, respectively. Neither class holds any voting powers, but do provide us certain approval rights, including the right to appoint one of the members to Watco’s board of managers. In addition to the senior interests, we also hold approximately 13,000 common equity units, which represents a 3.0% common ownership.
|
(d)
|
The loss from FEP for the year ended December 31, 2017 amount includes a non-cash impairment charges of $150 million (pre-tax) related to our investment. See Note 4 for more information.
|
(e)
|
The loss from Ruby for the year ended December 31, 2019 amount includes a non-cash impairment charges of $650 million (pre-tax) related to our investment. See Note 4 for more information.
|
(f)
|
We operate Ruby and own the common interest in Ruby, the sole owner of the Ruby Pipeline natural gas transmission system. Pembina Pipeline Corporation (Pembina) owns the remaining interest in Ruby in the form of a convertible preferred interest. If Pembina converted its preferred interest into common interest, we and Pembina would each own a 50% common interest in Ruby.
|
|
|
Year Ended December 31,
|
||||||||||
Income Statement
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
$
|
4,906
|
|
|
$
|
4,898
|
|
|
$
|
4,406
|
|
Costs and expenses
|
|
3,508
|
|
|
3,245
|
|
|
3,219
|
|
|||
Net income
|
|
$
|
1,398
|
|
|
$
|
1,653
|
|
|
$
|
1,187
|
|
|
|
December 31,
|
||||||
Balance Sheet
|
|
2019
|
|
2018
|
||||
Current assets
|
|
$
|
1,195
|
|
|
$
|
1,422
|
|
Non-current assets
|
|
24,743
|
|
|
22,615
|
|
||
Current liabilities
|
|
2,125
|
|
|
2,683
|
|
||
Non-current liabilities
|
|
9,670
|
|
|
9,484
|
|
||
Partners’/owners’ equity
|
|
14,143
|
|
|
11,870
|
|
|
Natural Gas Pipelines Regulated
|
|
Natural Gas Pipelines Non-Regulated
|
|
CO2
|
|
Products Pipelines
|
|
Products Pipelines Terminals
|
|
Terminals
|
|
Kinder
Morgan
Canada
|
|
Total
|
||||||||||||||||
Gross goodwill
|
$
|
15,892
|
|
|
$
|
5,812
|
|
|
$
|
1,528
|
|
|
$
|
2,125
|
|
|
$
|
221
|
|
|
$
|
1,572
|
|
|
$
|
575
|
|
|
$
|
27,725
|
|
Accumulated impairment losses
|
(1,643
|
)
|
|
(1,597
|
)
|
|
—
|
|
|
(1,197
|
)
|
|
(70
|
)
|
|
(679
|
)
|
|
(377
|
)
|
|
(5,563
|
)
|
||||||||
December 31, 2017
|
14,249
|
|
|
4,215
|
|
|
1,528
|
|
|
928
|
|
|
151
|
|
|
893
|
|
|
198
|
|
|
22,162
|
|
||||||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||||
Divestitures(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
December 31, 2018
|
14,249
|
|
|
4,215
|
|
|
1,528
|
|
|
928
|
|
|
151
|
|
|
894
|
|
|
—
|
|
|
21,965
|
|
||||||||
Divestitures(b)
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
(514
|
)
|
||||||||
Transfer(c)
|
—
|
|
|
(450
|
)
|
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gross goodwill
|
15,892
|
|
|
4,940
|
|
|
1,528
|
|
|
2,575
|
|
|
221
|
|
|
1,481
|
|
|
—
|
|
|
26,637
|
|
||||||||
Accumulated impairment losses
|
(1,643
|
)
|
|
(1,597
|
)
|
|
—
|
|
|
(1,197
|
)
|
|
(70
|
)
|
|
(679
|
)
|
|
—
|
|
|
(5,186
|
)
|
||||||||
December 31, 2019
|
$
|
14,249
|
|
|
$
|
3,343
|
|
|
$
|
1,528
|
|
|
$
|
1,378
|
|
|
$
|
151
|
|
|
$
|
802
|
|
|
$
|
—
|
|
|
$
|
21,451
|
|
(a)
|
2018 includes $190 million related to the TMPL Sale, including all of the accumulated impairment losses for our Kinder Morgan Canada reporting unit. See Note 3 for more information.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Credit facility and commercial paper borrowings(a)
|
$
|
37
|
|
|
$
|
433
|
|
Corporate senior notes(b)
|
|
|
|
||||
9.00%, due February 2019
|
—
|
|
|
500
|
|
||
2.65%, due February 2019
|
—
|
|
|
800
|
|
||
3.05%, due December 2019
|
—
|
|
|
1,500
|
|
||
6.85%, due February 2020
|
700
|
|
|
700
|
|
||
6.50%, due April 2020
|
535
|
|
|
535
|
|
||
5.30%, due September 2020
|
600
|
|
|
600
|
|
||
6.50%, due September 2020
|
349
|
|
|
349
|
|
||
5.00%, due February 2021
|
750
|
|
|
750
|
|
||
3.50%, due March 2021
|
750
|
|
|
750
|
|
||
5.80%, due March 2021
|
400
|
|
|
400
|
|
||
5.00%, due October 2021
|
500
|
|
|
500
|
|
||
4.15%, due March 2022
|
375
|
|
|
375
|
|
||
1.50%, due March 2022(c)
|
841
|
|
|
860
|
|
||
3.95%, due September 2022
|
1,000
|
|
|
1,000
|
|
||
3.15%, due January 2023
|
1,000
|
|
|
1,000
|
|
||
Floating rate, due January 2023(d)
|
250
|
|
|
250
|
|
||
3.45%, due February 2023
|
625
|
|
|
625
|
|
||
3.50%, due September 2023
|
600
|
|
|
600
|
|
||
5.625%, due November 2023
|
750
|
|
|
750
|
|
||
4.15%, due February 2024
|
650
|
|
|
650
|
|
||
4.30%, due May 2024
|
600
|
|
|
600
|
|
||
4.25%, due September 2024
|
650
|
|
|
650
|
|
||
4.30%, due June 2025
|
1,500
|
|
|
1,500
|
|
||
6.70%, due February 2027
|
7
|
|
|
7
|
|
||
2.25%, due March 2027(c)
|
561
|
|
|
573
|
|
||
6.67%, due November 2027
|
7
|
|
|
7
|
|
||
4.30%, due March 2028
|
1,250
|
|
|
1,250
|
|
||
7.25%, due March 2028
|
32
|
|
|
32
|
|
||
6.95%, due June 2028
|
31
|
|
|
31
|
|
||
8.05%, due October 2030
|
234
|
|
|
234
|
|
|
December 31,
|
||||||
(continued)
|
2019
|
|
2018
|
||||
7.40%, due March 2031
|
300
|
|
|
300
|
|
||
7.80%, due August 2031
|
537
|
|
|
537
|
|
||
7.75%, due January 2032
|
1,005
|
|
|
1,005
|
|
||
7.75%, due March 2032
|
300
|
|
|
300
|
|
||
7.30%, due August 2033
|
500
|
|
|
500
|
|
||
5.30%, due December 2034
|
750
|
|
|
750
|
|
||
5.80%, due March 2035
|
500
|
|
|
500
|
|
||
7.75%, due October 2035
|
1
|
|
|
1
|
|
||
6.40%, due January 2036
|
36
|
|
|
36
|
|
||
6.50%, due February 2037
|
400
|
|
|
400
|
|
||
7.42%, due February 2037
|
47
|
|
|
47
|
|
||
6.95%, due January 2038
|
1,175
|
|
|
1,175
|
|
||
6.50%, due September 2039
|
600
|
|
|
600
|
|
||
6.55%, due September 2040
|
400
|
|
|
400
|
|
||
7.50%, due November 2040
|
375
|
|
|
375
|
|
||
6.375%, due March 2041
|
600
|
|
|
600
|
|
||
5.625%, due September 2041
|
375
|
|
|
375
|
|
||
5.00%, due August 2042
|
625
|
|
|
625
|
|
||
4.70%, due November 2042
|
475
|
|
|
475
|
|
||
5.00%, due March 2043
|
700
|
|
|
700
|
|
||
5.50%, due March 2044
|
750
|
|
|
750
|
|
||
5.40%, due September 2044
|
550
|
|
|
550
|
|
||
5.55%, due June 2045
|
1,750
|
|
|
1,750
|
|
||
5.05%, due February 2046
|
800
|
|
|
800
|
|
||
5.20%, due March 2048
|
750
|
|
|
750
|
|
||
7.45%, due March 2098
|
26
|
|
|
26
|
|
||
TGP senior notes(b)
|
|
|
|
||||
7.00%, due March 2027
|
300
|
|
|
300
|
|
||
7.00%, due October 2028
|
400
|
|
|
400
|
|
||
8.375%, due June 2032
|
240
|
|
|
240
|
|
||
7.625%, due April 2037
|
300
|
|
|
300
|
|
||
EPNG senior notes(b)
|
|
|
|
||||
8.625%, due January 2022
|
260
|
|
|
260
|
|
||
7.50%, due November 2026
|
200
|
|
|
200
|
|
||
8.375%, due June 2032
|
300
|
|
|
300
|
|
||
CIG senior notes(b)
|
|
|
|
||||
4.15%, due August 2026
|
375
|
|
|
375
|
|
||
6.85%, due June 2037
|
100
|
|
|
100
|
|
||
EPC Building, LLC, promissory note, 3.967%, due January 2020 through December 2035
|
395
|
|
|
409
|
|
||
Trust I Preferred Securities, 4.75%, due March 2028(e)
|
221
|
|
|
221
|
|
||
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock, due August 2057(f)
|
100
|
|
|
100
|
|
||
Other miscellaneous debt(g)
|
258
|
|
|
250
|
|
||
Total debt – KMI and Subsidiaries
|
33,360
|
|
|
36,593
|
|
||
Less: Current portion of debt(h)
|
2,477
|
|
|
3,388
|
|
||
Total long-term debt – KMI and Subsidiaries(i)
|
$
|
30,883
|
|
|
$
|
33,205
|
|
(a)
|
See “—Current portion of debt” below for further details regarding the outstanding credit facility and commercial paper borrowings.
|
(b)
|
Notes provide for the redemption at any time at a price equal to 100% of the principal amount of the notes plus accrued interest to the redemption date plus a make whole premium and are subject to a number of restrictions and covenants. The most restrictive of these include limitations on the incurrence of liens and limitations on sale-leaseback transactions.
|
(c)
|
Consists of senior notes denominated in Euros that have been converted to U.S. dollars and are respectively reported above at the December 31, 2019 exchange rate of 1.1213 U.S. dollars per Euro and at the December 31, 2018 exchange rate of 1.1467 U.S. dollars per Euro. As of December 31, 2019 and 2018, the cumulative changes in the exchange rate of U.S. dollars per Euro since issuance had resulted in increases to our debt balance of $26 million and $46 million, respectively, related to the 1.50% series and increases of $18 million and $30 million, respectively, related to the 2.25% series. The cumulative 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 foreign currency contracts associated with these senior notes, effectively converting these Euro-denominated senior notes to U.S. dollars (see Note 14 “Risk Management—Foreign Currency Risk Management”).
|
(d)
|
During the year ended December 31, 2019, we entered into a floating-to-fixed interest rate swap agreement which was designated as a cash flow hedge.
|
(e)
|
Capital Trust I (Trust I), is a 100%-owned business trust that as of December 31, 2019, had 4.4 million of 4.75% trust convertible preferred securities outstanding (referred to as the Trust I Preferred Securities). Trust I exists for the sole purpose of issuing preferred securities and investing the proceeds in 4.75% convertible subordinated debentures, which are due 2028. Trust I’s sole source of income is interest earned on these debentures. This interest income is used to pay distributions on the preferred securities. We provide a full and unconditional guarantee of the Trust I Preferred Securities. There are no significant restrictions from these securities on our ability to obtain funds from our subsidiaries by distribution, dividend or loan. The Trust I Preferred Securities are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 4.75% and carry a liquidation value of $50 per security plus accrued and unpaid distributions. The Trust I Preferred Securities outstanding as of December 31, 2019 are convertible at any time prior to the close of business on March 31, 2028, at the option of the holder, into the following mixed consideration: (i) 0.7197 of a share of our Class P common stock; and (ii) $25.18 in cash without interest. We have the right to redeem these Trust I Preferred Securities at any time.
|
(f)
|
As of December 31, 2019 and 2018, KMGP had outstanding 100,000 shares of its $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057, which was redeemed including accrued dividends on January 15, 2020.
|
(g)
|
Includes capital lease obligations with monthly installments. The lease terms expire between 2024 and 2061.
|
(h)
|
Amounts include KMI outstanding credit facility borrowings, commercial paper borrowings and other debt maturing within 12 months. See “—Current Portion of Debt” below.
|
(i)
|
Excludes our “Debt fair value adjustments” which, as of December 31, 2019 and 2018, increased our combined debt balances by $1,032 million and $731 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. For further information about our debt fair value adjustments, see “—Debt Fair Value Adjustments” below.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
$500 million, 364-day credit facility due November 15, 2019
|
$
|
—
|
|
|
$
|
—
|
|
$4 billion credit facility due November 16, 2023
|
—
|
|
|
—
|
|
||
Commercial paper notes(a)
|
37
|
|
|
433
|
|
||
Current portion of senior notes
|
|
|
|
||||
9.00%, due February 2019
|
—
|
|
|
500
|
|
||
2.65%, due February 2019
|
—
|
|
|
800
|
|
||
3.05%, due December 2019
|
—
|
|
|
1,500
|
|
||
6.85%, due February 2020
|
700
|
|
|
—
|
|
||
6.50%, due April 2020
|
535
|
|
|
—
|
|
||
5.30%, due September 2020
|
600
|
|
|
—
|
|
||
6.50%, due September 2020
|
349
|
|
|
—
|
|
||
Trust I Preferred Securities, 4.75%, due March 2028(b)
|
111
|
|
|
111
|
|
||
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock, due August 2057(c)
|
100
|
|
|
—
|
|
||
Current portion of other debt
|
45
|
|
|
44
|
|
||
Total current portion of debt
|
$
|
2,477
|
|
|
$
|
3,388
|
|
(a)
|
Weighted average interest rates on borrowings outstanding as of December 31, 2019 and 2018 were 1.90% and 3.10%, respectively.
|
(b)
|
Reflects the portion of cash consideration payable if all the outstanding securities as of the end of the reporting period were converted by the holders.
|
(c)
|
In December 2019, we notified the holder of our intent to redeem these securities. As our notification was irrevocable, the outstanding balance was classified as current in our accompanying balance sheet as of December 31, 2019. We redeemed these securities including accrued dividends on January 15, 2020.
|
Year
|
|
Total
|
||
2020(a)
|
|
$
|
2,477
|
|
2021
|
|
2,422
|
|
|
2022
|
|
2,500
|
|
|
2023
|
|
3,250
|
|
|
2024
|
|
1,925
|
|
|
Thereafter
|
|
20,786
|
|
|
Total
|
|
$
|
33,360
|
|
|
|
December 31,
|
||||||
Debt Fair Value Adjustments
|
|
2019
|
|
2018
|
||||
Purchase accounting debt fair value adjustments
|
|
$
|
599
|
|
|
$
|
658
|
|
Carrying value adjustment to hedged debt
|
|
359
|
|
|
2
|
|
||
Unamortized portion of proceeds received from the early termination of interest rate swap agreements(a)
|
|
257
|
|
|
275
|
|
||
Unamortized debt discounts, net
|
|
(67
|
)
|
|
(74
|
)
|
||
Unamortized debt issuance costs
|
|
(116
|
)
|
|
(130
|
)
|
||
Total debt fair value adjustments
|
|
$
|
1,032
|
|
|
$
|
731
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
34,392
|
|
|
$
|
38,016
|
|
|
$
|
37,324
|
|
|
$
|
37,469
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||||||
|
Shares
|
|
Weighted Average
Grant Date Fair Value per Share |
|
Shares
|
|
Weighted Average
Grant Date Fair Value per Share |
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
per Share
|
|||||||||
Outstanding at beginning of period
|
13,154,605
|
|
|
$
|
22.59
|
|
|
10,518,344
|
|
|
$
|
28.21
|
|
|
9,038,137
|
|
|
$
|
32.72
|
|
Granted
|
3,791,674
|
|
|
20.46
|
|
|
5,389,476
|
|
|
17.73
|
|
|
3,221,691
|
|
|
19.52
|
|
|||
Vested
|
(4,259,169
|
)
|
|
28.15
|
|
|
(2,371,193
|
)
|
|
36.34
|
|
|
(1,501,939
|
)
|
|
36.67
|
|
|||
Forfeited
|
(273,554
|
)
|
|
21.22
|
|
|
(382,022
|
)
|
|
23.26
|
|
|
(239,545
|
)
|
|
28.34
|
|
|||
Outstanding at end of period
|
12,413,556
|
|
|
20.07
|
|
|
13,154,605
|
|
|
22.59
|
|
|
10,518,344
|
|
|
28.21
|
|
Year
|
|
Vesting of Restricted Shares
|
|
2020
|
|
3,271,081
|
|
2021
|
|
4,628,872
|
|
2022
|
|
3,356,768
|
|
2023
|
|
549,164
|
|
2024
|
|
127,173
|
|
Thereafter
|
|
480,498
|
|
Total Outstanding
|
|
12,413,556
|
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
2,566
|
|
|
$
|
2,982
|
|
|
$
|
339
|
|
|
$
|
425
|
|
Service cost
|
53
|
|
|
52
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
96
|
|
|
84
|
|
|
12
|
|
|
12
|
|
||||
Actuarial loss (gain)
|
159
|
|
|
(172
|
)
|
|
10
|
|
|
(53
|
)
|
||||
Benefits paid
|
(178
|
)
|
|
(175
|
)
|
|
(32
|
)
|
|
(33
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Medicare Part D subsidy receipts
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Other(a)
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Benefit obligation at end of period
|
2,696
|
|
|
2,566
|
|
|
333
|
|
|
339
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
1,864
|
|
|
2,296
|
|
|
306
|
|
|
335
|
|
||||
Actual return on plan assets
|
330
|
|
|
(128
|
)
|
|
49
|
|
|
(5
|
)
|
||||
Employer contributions
|
60
|
|
|
30
|
|
|
7
|
|
|
7
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Medicare Part D subsidy receipts
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Benefits paid
|
(178
|
)
|
|
(175
|
)
|
|
(32
|
)
|
|
(33
|
)
|
||||
Other(a)
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
2,076
|
|
|
1,864
|
|
|
333
|
|
|
306
|
|
||||
Funded status - net liability at December 31,
|
$
|
(620
|
)
|
|
$
|
(702
|
)
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
(a)
|
2018 amounts represent December 31, 2017 balances associated with Canadian pension and OPEB plans that were included in the TMPL Sale.
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Non-current benefit asset(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231
|
|
|
$
|
190
|
|
Current benefit liability
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(13
|
)
|
||||
Non-current benefit liability
|
(620
|
)
|
|
(702
|
)
|
|
(213
|
)
|
|
(210
|
)
|
||||
Funded status - net liability at December 31,
|
$
|
(620
|
)
|
|
$
|
(702
|
)
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
(a)
|
2019 and 2018 OPEB amounts include $39 million and $32 million, respectively, of non-current benefit assets related to a plan we sponsor which is associated with employee services provided to an unconsolidated joint venture, and for which we have recorded an offsetting related party deferred credit.
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Unrecognized net actuarial (loss) gain
|
$
|
(557
|
)
|
|
$
|
(653
|
)
|
|
$
|
123
|
|
|
$
|
117
|
|
Unrecognized prior service (cost) credit
|
(3
|
)
|
|
(3
|
)
|
|
12
|
|
|
14
|
|
||||
Accumulated other comprehensive (loss) income
|
$
|
(560
|
)
|
|
$
|
(656
|
)
|
|
$
|
135
|
|
|
$
|
131
|
|
•
|
Level 1 assets’ fair values are based on quoted market prices for the instruments in actively traded markets. Included in this level are cash, equities and exchange traded mutual funds. These investments are valued at the closing price reported on the active market on which the individual securities are traded.
|
•
|
Level 2 assets’ fair values are primarily based on pricing data representative of quoted prices for similar assets in active markets (or identical assets in less active markets). Included in this level are short-term investment funds, fixed income securities and derivatives. Short-term investment funds are valued at amortized cost, which approximates fair value. The fixed income securities’ fair values are primarily based on an evaluated price which is based on a compilation of primarily observable market information or a broker quote in a non-active market. Derivatives are exchange-traded through clearinghouses and are valued based on these prices.
|
•
|
Level 3 assets’ fair values are calculated using valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable, or are similar to Level 2 assets. Included in this level are guaranteed insurance contracts which are valued at contract value, which approximates fair value.
|
•
|
Plan assets with fair values that are based on the net asset value per share, or its equivalent (NAV), as reported by the issuers are determined based on the fair value of the underlying securities as of the valuation date and include common/collective trust funds, private investment funds and limited partnerships. The plan assets measured at NAV are not categorized within the fair value hierarchy described above, but are separately identified in the following tables.
|
|
Pension Assets
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Measured within fair value hierarchy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investment funds
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Mutual funds(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
||||||||
Equities(b)
|
296
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
227
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||||||
Fixed income securities(c)
|
—
|
|
|
405
|
|
|
—
|
|
|
405
|
|
|
—
|
|
|
422
|
|
|
—
|
|
|
422
|
|
||||||||
Derivatives
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Subtotal
|
$
|
296
|
|
|
$
|
467
|
|
|
$
|
—
|
|
|
763
|
|
|
$
|
308
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
743
|
|
||
Measured at NAV(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common/collective trusts(e)
|
|
|
|
|
|
|
1,069
|
|
|
|
|
|
|
|
|
857
|
|
||||||||||||||
Private investment funds(f)
|
|
|
|
|
|
|
200
|
|
|
|
|
|
|
|
|
215
|
|
||||||||||||||
Private limited partnerships(g)
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
49
|
|
||||||||||||||
Subtotal
|
|
|
|
|
|
|
|
|
|
1,313
|
|
|
|
|
|
|
|
|
|
|
|
1,121
|
|
||||||||
Total plan assets fair value
|
|
|
|
|
|
|
|
|
|
$
|
2,076
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,864
|
|
(a)
|
Includes mutual funds which are invested in equity.
|
(b)
|
Plan assets include $129 million and $94 million of KMI Class P common stock for 2019 and 2018, respectively.
|
(c)
|
Plan assets include $1 million of KMI debt securities for 2019.
|
(d)
|
Plan assets which used NAV as a practical expedient to measure fair value.
|
(e)
|
Common/collective trust funds were invested in approximately 32% fixed income and 68% equity in 2019 and 37% fixed income and 63% equity in 2018.
|
(f)
|
Private investment funds were invested in approximately 73% fixed income and 27% equity in 2019 and 71% fixed income and 29% equity in 2018.
|
(g)
|
Includes assets invested in real estate, venture and buyout funds.
|
|
OPEB Assets
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Measured within fair value hierarchy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investment funds
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Equities
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Guaranteed insurance contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
||||||||
Mutual funds(a)
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Subtotal
|
$
|
37
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
59
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
51
|
|
|
56
|
|
||
Measured at NAV(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common/collective trusts(c)
|
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
|
250
|
|
||||||||||||||
Subtotal
|
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
|
250
|
|
||||||||||||||
Total plan assets fair value
|
|
|
|
|
|
|
|
|
|
$
|
333
|
|
|
|
|
|
|
|
|
|
|
|
$
|
306
|
|
(a)
|
Includes mutual funds which are invested in equities and fixed income securities.
|
(b)
|
Plan assets which used NAV as a practical expedient to measure fair value.
|
(c)
|
Common/collective trust funds were invested in approximately 64% equity and 36% fixed income securities for 2019 and 60% equity and 40% fixed income securities for 2018.
|
|
OPEB Assets
|
||||||||||||||||||
|
Balance at Beginning of Period
|
|
Transfers In (Out)(a)
|
|
Realized and Unrealized Gains (Losses), net
|
|
Purchases (Sales), net
|
|
Balance at End of Period
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed insurance contracts
|
$
|
51
|
|
|
$
|
(49
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed insurance contracts
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
$
|
51
|
|
(a)
|
Guaranteed insurance contracts were canceled and the individual securities within the contracts were transferred in-kind to Level 1 or Level 2.
|
Fiscal year
|
|
Pension Benefits
|
|
OPEB(a)
|
||||
2020
|
|
$
|
239
|
|
|
$
|
32
|
|
2021
|
|
230
|
|
|
31
|
|
||
2022
|
|
229
|
|
|
30
|
|
||
2023
|
|
218
|
|
|
29
|
|
||
2024
|
|
212
|
|
|
27
|
|
||
2025 - 2029
|
|
939
|
|
|
115
|
|
(a)
|
Includes a reduction of approximately $1 million in each of the years 2020 through 2024 and approximately $6 million in aggregate for the period 2025 - 2029 for an expected subsidy related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.
|
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions related to benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.17
|
%
|
|
4.26
|
%
|
|
3.56
|
%
|
|
3.03
|
%
|
|
4.16
|
%
|
|
3.48
|
%
|
Rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.53
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Assumptions related to benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate for benefit obligations
|
|
4.26
|
%
|
|
3.56
|
%
|
|
3.83
|
%
|
|
4.16
|
%
|
|
3.48
|
%
|
|
3.69
|
%
|
Discount rate for interest on benefit obligations
|
|
3.89
|
%
|
|
3.13
|
%
|
|
3.09
|
%
|
|
3.83
|
%
|
|
3.08
|
%
|
|
3.05
|
%
|
Discount rate for service cost
|
|
4.28
|
%
|
|
3.56
|
%
|
|
3.88
|
%
|
|
4.51
|
%
|
|
3.82
|
%
|
|
4.15
|
%
|
Discount rate for interest on service cost
|
|
3.93
|
%
|
|
3.14
|
%
|
|
3.24
|
%
|
|
4.46
|
%
|
|
3.76
|
%
|
|
3.95
|
%
|
Expected return on plan assets(a)
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.07
|
%
|
|
6.50
|
%
|
|
7.08
|
%
|
|
6.84
|
%
|
Rate of compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.52
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
(a)
|
The expected return on plan assets listed in the table above is a pre-tax rate of return based on our targeted portfolio of investments. For the OPEB assets subject to unrelated business income taxes (UBIT), we utilize an after-tax expected return on plan assets to determine our benefit costs, which is based on a UBIT rate of 27% for 2019 and 21% for 2018 and 2017.
|
|
|
2019
|
|
2018
|
||||
One-percentage point increase:
|
|
|
|
|
||||
Aggregate of service cost and interest cost
|
|
$
|
1
|
|
|
$
|
1
|
|
Accumulated postretirement benefit obligation
|
|
14
|
|
|
16
|
|
||
One-percentage point decrease:
|
|
|
|
|
||||
Aggregate of service cost and interest cost
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Accumulated postretirement benefit obligation
|
|
(12
|
)
|
|
(14
|
)
|
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
53
|
|
|
$
|
52
|
|
|
$
|
40
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
|
96
|
|
|
84
|
|
|
88
|
|
|
12
|
|
|
12
|
|
|
13
|
|
||||||
Expected return on assets
|
|
(129
|
)
|
|
(149
|
)
|
|
(147
|
)
|
|
(16
|
)
|
|
(20
|
)
|
|
(19
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Amortization of net actuarial loss (gain)
|
|
54
|
|
|
40
|
|
|
52
|
|
|
(11
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Curtailment and settlement loss
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net benefit cost (credit)
|
|
74
|
|
|
27
|
|
|
39
|
|
|
(18
|
)
|
|
(17
|
)
|
|
(14
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (gain) loss arising during period
|
|
(42
|
)
|
|
105
|
|
|
17
|
|
|
(17
|
)
|
|
(32
|
)
|
|
(25
|
)
|
||||||
Amortization or settlement recognition of net actuarial (loss) gain
|
|
(54
|
)
|
|
(87
|
)
|
|
(64
|
)
|
|
11
|
|
|
3
|
|
|
6
|
|
||||||
Amortization of prior service (cost) credit
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
3
|
|
|
1
|
|
||||||
Total recognized in total other comprehensive (income) loss
|
|
(96
|
)
|
|
17
|
|
|
(48
|
)
|
|
(4
|
)
|
|
(26
|
)
|
|
(18
|
)
|
||||||
Total recognized in net benefit cost (credit) and other comprehensive (income) loss
|
|
$
|
(22
|
)
|
|
$
|
44
|
|
|
$
|
(9
|
)
|
|
$
|
(22
|
)
|
|
$
|
(43
|
)
|
|
$
|
(32
|
)
|
11.
|
Stockholders' Equity
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Per common share cash dividend declared for the period
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
$
|
0.50
|
|
Per common share cash dividend paid in the period
|
0.95
|
|
|
0.725
|
|
|
0.50
|
|
|
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 at December 31, 2016
|
$
|
(1
|
)
|
|
$
|
(288
|
)
|
|
$
|
(372
|
)
|
|
$
|
(661
|
)
|
Other comprehensive gain before reclassifications
|
145
|
|
|
55
|
|
|
40
|
|
|
240
|
|
||||
Gain reclassified from accumulated other comprehensive loss
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
||||
KML IPO
|
—
|
|
|
44
|
|
|
7
|
|
|
51
|
|
||||
Net current-period change in accumulated other comprehensive (loss) income
|
(26
|
)
|
|
99
|
|
|
47
|
|
|
120
|
|
||||
Balance at December 31, 2017
|
(27
|
)
|
|
(189
|
)
|
|
(325
|
)
|
|
(541
|
)
|
||||
Other comprehensive gain (loss) before reclassifications
|
111
|
|
|
(89
|
)
|
|
(31
|
)
|
|
(9
|
)
|
||||
Losses reclassified from accumulated other comprehensive loss(a)
|
84
|
|
|
223
|
|
|
22
|
|
|
329
|
|
||||
Impact of adoption of ASU 2018-02 (see below)
|
(4
|
)
|
|
(36
|
)
|
|
(69
|
)
|
|
(109
|
)
|
||||
Net current-period change in accumulated other comprehensive income (loss)
|
191
|
|
|
98
|
|
|
(78
|
)
|
|
211
|
|
||||
Balance at December 31, 2018
|
164
|
|
|
(91
|
)
|
|
(403
|
)
|
|
(330
|
)
|
||||
Other comprehensive (loss) gain before reclassifications
|
(177
|
)
|
|
—
|
|
|
77
|
|
|
(100
|
)
|
||||
Losses reclassified from accumulated other comprehensive loss(a)
|
6
|
|
|
91
|
|
|
—
|
|
|
97
|
|
||||
Net current-period change in accumulated other comprehensive (loss) income
|
(171
|
)
|
|
91
|
|
|
77
|
|
|
(3
|
)
|
||||
Balance at December 31, 2019
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(326
|
)
|
|
$
|
(333
|
)
|
(a)
|
Amounts for foreign currency translation adjustments and pension and other postretirement liability adjustments reflect the deferred losses recognized in income during the year ended December 31, 2018 related to the TMPL Sale. Amount for foreign currency translation adjustments reflect the deferred losses recognized in income during the year ended December 31, 2019 related to the sale of KML.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
KML(a)
|
$
|
—
|
|
|
$
|
514
|
|
Others
|
344
|
|
|
339
|
|
||
|
$
|
344
|
|
|
$
|
853
|
|
(a)
|
On December 16, 2019, we completed the sale of all the outstanding common equity of KML, including our 70% interest, to Pembina. See Note 3 for more information.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance sheet location
|
|
|
|
||||
Accounts receivable, net
|
$
|
38
|
|
|
$
|
48
|
|
Other current assets
|
—
|
|
|
2
|
|
||
Deferred charges and other assets
|
86
|
|
|
55
|
|
||
|
$
|
124
|
|
|
$
|
105
|
|
|
|
|
|
||||
Current portion of debt
|
$
|
6
|
|
|
$
|
6
|
|
Accounts payable
|
23
|
|
|
26
|
|
||
Other current liabilities
|
3
|
|
|
7
|
|
||
Long-term debt
|
157
|
|
|
148
|
|
||
Other long-term liabilities and deferred credits
|
41
|
|
|
34
|
|
||
|
$
|
230
|
|
|
$
|
221
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income statement location
|
|
|
|
|
|
||||||
Revenues
|
$
|
269
|
|
|
$
|
265
|
|
|
$
|
162
|
|
Operating Costs, Expenses and Other
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
75
|
|
|
$
|
63
|
|
|
$
|
20
|
|
Other operating expenses
|
132
|
|
|
91
|
|
|
100
|
|
|
Net open position long/(short)
|
||
Derivatives designated as hedging contracts
|
|
|
|
Crude oil fixed price
|
(19.6
|
)
|
MMBbl
|
Crude oil basis
|
(7.2
|
)
|
MMBbl
|
Natural gas fixed price
|
(30.8
|
)
|
Bcf
|
Natural gas basis
|
(22.3
|
)
|
Bcf
|
NGL fixed price
|
(1.3
|
)
|
MMBbl
|
Derivatives not designated as hedging contracts
|
|
|
|
Crude oil fixed price
|
(0.8
|
)
|
MMBbl
|
Crude oil basis
|
(4.1
|
)
|
MMBbl
|
Natural gas fixed price
|
(5.2
|
)
|
Bcf
|
Natural gas basis
|
(8.8
|
)
|
Bcf
|
NGL fixed price
|
(1.9
|
)
|
MMBbl
|
|
|
Notional amount
|
|
Accounting treatment
|
|
Maximum term
|
|
|||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Fixed-to-variable interest rate contracts(a)
|
|
$8,725
|
|
Fair value hedge
|
|
March 2035
|
|
|||
Variable-to-fixed interest rate contracts
|
|
$250
|
|
Cash flow hedge
|
|
January 2023
|
|
(a)
|
The principal amount of hedged senior notes consisted of $1,100 million included in “Current portion of debt” and $7,625 million included in “Long-term debt” on our accompanying consolidated balance sheet.
|
|
|
Notional amount
|
|
Accounting treatment
|
|
Maximum term
|
|
|||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
EUR-to-USD cross currency swap contracts(a)
|
|
$1,358
|
|
Cash flow hedge
|
|
March 2027
|
|
Fair Value of Derivative Contracts
|
|||||||||||||||||
|
|
|
Derivatives
Asset
|
|
Derivatives
Liability
|
||||||||||||
|
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as
hedging instruments
|
|
|
|
|
|
|
|
|
|
||||||||
Energy commodity derivative contracts
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
31
|
|
|
$
|
135
|
|
|
$
|
(43
|
)
|
|
$
|
(45
|
)
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
17
|
|
|
64
|
|
|
(8
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
48
|
|
|
199
|
|
|
(51
|
)
|
|
(45
|
)
|
||||
Interest rate contracts
|
Fair value of derivative contracts/(Other current liabilities)
|
|
45
|
|
|
12
|
|
|
—
|
|
|
(37
|
)
|
||||
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
313
|
|
|
121
|
|
|
(1
|
)
|
|
(78
|
)
|
||||
Subtotal
|
|
|
358
|
|
|
133
|
|
|
(1
|
)
|
|
(115
|
)
|
||||
Foreign currency contracts
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
91
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
46
|
|
|
106
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
|
46
|
|
|
197
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Total
|
|
|
452
|
|
|
529
|
|
|
(58
|
)
|
|
(166
|
)
|
||||
Derivatives not designated as
hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy commodity derivative contracts
|
Fair value of derivative contracts/(Other current liabilities)
|
|
8
|
|
|
22
|
|
|
(7
|
)
|
|
(5
|
)
|
||||
Total
|
|
|
8
|
|
|
22
|
|
|
(7
|
)
|
|
(5
|
)
|
||||
Total derivatives
|
|
|
$
|
460
|
|
|
$
|
551
|
|
|
$
|
(65
|
)
|
|
$
|
(171
|
)
|
|
Balance sheet asset fair value measurements by level
|
|
|
|
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Cash collateral held(b)
|
|
Net amount
|
||||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
19
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
|
$
|
16
|
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
358
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
40
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Energy commodity derivative contracts(a)
|
$
|
28
|
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
221
|
|
|
$
|
(39
|
)
|
|
$
|
(25
|
)
|
|
$
|
157
|
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
126
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
191
|
|
|
Balance sheet liability
fair value measurements by level
|
|
|
|
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross amount
|
|
Contracts available for netting
|
|
Cash collateral posted(b)
|
|
Net amount
|
||||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(3
|
)
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(11
|
)
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(108
|
)
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC WTI swaps, NGL swaps and crude oil basis 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.
|
Derivatives in fair value hedging relationships
|
|
Location
|
|
Gain/(loss) recognized in income on derivatives and related hedged item
|
||||||||||
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest rate contracts
|
|
Interest, net
|
|
$
|
340
|
|
|
$
|
(122
|
)
|
|
$
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Hedged fixed rate debt(a)
|
|
Interest, net
|
|
$
|
(353
|
)
|
|
$
|
113
|
|
|
$
|
105
|
|
(a)
|
As of December 31, 2019, the cumulative amount of fair value hedging adjustments to our hedged fixed rate debt was an increase of $359 million included in “Debt fair value adjustments” on our accompanying consolidated balance sheets.
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss) recognized in OCI on derivative(a)
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI into income(b)
|
||||||||||||||||||||
|
|
Year Ended
|
|
|
|
Year Ended
|
||||||||||||||||||||
|
|
December 31,
|
|
|
|
December 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Energy commodity derivative contracts
|
|
$
|
(168
|
)
|
|
$
|
201
|
|
|
$
|
37
|
|
|
Revenues—Commodity sales
|
|
$
|
16
|
|
|
$
|
(59
|
)
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
|
Costs of sales
|
|
5
|
|
|
21
|
|
|
14
|
|
|||||||
Interest rate contracts(c)
|
|
(1
|
)
|
|
3
|
|
|
—
|
|
|
Earnings from equity investments(c)
|
|
2
|
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Foreign currency contracts
|
|
(60
|
)
|
|
(59
|
)
|
|
190
|
|
|
Other, net
|
|
(31
|
)
|
|
(67
|
)
|
|
186
|
|
||||||
Total
|
|
$
|
(229
|
)
|
|
$
|
145
|
|
|
$
|
227
|
|
|
Total
|
|
$
|
(8
|
)
|
|
$
|
(109
|
)
|
|
$
|
268
|
|
(a)
|
We expect to reclassify an approximate $22 million gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of December 31, 2019 into earnings during the next twelve months (when the associated forecasted transactions are also expected to impact earnings); however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.
|
(b)
|
During the year ended December 31, 2019, we recognized a $12 million gain associated with a write-down of hedged inventory. During the year ended December 31, 2018, we recognized a $3 million loss as a result of our equity investment’s forecasted transactions being probable of not occurring and a $21 million gain associated with a write-down of hedged inventory. All other 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 income (loss).
|
Derivatives in net investment hedging relationships
|
|
Gain/(loss) recognized in OCI on derivative
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI into income(a)
|
||||||||||||||||||||
|
|
Year Ended
|
|
|
|
Year Ended
|
||||||||||||||||||||
|
|
December 31,
|
|
|
|
December 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Foreign currency contracts
|
|
$
|
(8
|
)
|
|
$
|
91
|
|
|
$
|
—
|
|
|
(Gain) loss on divestitures and impairments, net
|
|
$
|
83
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Total
|
|
$
|
(8
|
)
|
|
$
|
91
|
|
|
$
|
—
|
|
|
Total
|
|
$
|
83
|
|
|
$
|
26
|
|
|
$
|
—
|
|
(a)
|
During the year ended December 31, 2019, we recognized a $83 million gain related to the KML and U.S. Cochin Sale. During the year ended December 31, 2018, we recognized a $26 million gain related to the TMPL Sale. See Note 3.
|
Derivatives not designated as accounting hedges
|
|
Location
|
|
Gain/(loss) recognized in income on derivatives
|
||||||||||
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Energy commodity derivative contracts
|
|
Revenues—Commodity sales
|
|
$
|
33
|
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
|
Costs of sales
|
|
(7
|
)
|
|
2
|
|
|
—
|
|
|||
|
|
Earnings from equity investments(b)
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Total(a)
|
|
|
|
$
|
29
|
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||||||
|
|
Natural Gas Pipelines
|
|
Products Pipelines
|
|
Terminals
|
|
CO2
|
|
Corporate and Eliminations
|
|
Total
|
||||||||||||
Revenues from contracts with customers(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Firm services(b)
|
|
$
|
3,549
|
|
|
$
|
319
|
|
|
$
|
1,012
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
4,877
|
|
Fee-based services
|
|
780
|
|
|
1,016
|
|
|
560
|
|
|
60
|
|
|
—
|
|
|
2,416
|
|
||||||
Total services
|
|
4,329
|
|
|
1,335
|
|
|
1,572
|
|
|
61
|
|
|
(4
|
)
|
|
7,293
|
|
||||||
Commodity sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas sales
|
|
2,603
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
|
2,595
|
|
||||||
Product sales
|
|
805
|
|
|
289
|
|
|
20
|
|
|
1,111
|
|
|
(33
|
)
|
|
2,192
|
|
||||||
Total commodity sales
|
|
3,408
|
|
|
289
|
|
|
20
|
|
|
1,112
|
|
|
(42
|
)
|
|
4,787
|
|
||||||
Total revenues from contracts with customers
|
|
7,737
|
|
|
1,624
|
|
|
1,592
|
|
|
1,173
|
|
|
(46
|
)
|
|
12,080
|
|
||||||
Other revenues(c)
|
|
433
|
|
|
207
|
|
|
442
|
|
|
46
|
|
|
1
|
|
|
1,129
|
|
||||||
Total revenues
|
|
$
|
8,170
|
|
|
$
|
1,831
|
|
|
$
|
2,034
|
|
|
$
|
1,219
|
|
|
$
|
(45
|
)
|
|
$
|
13,209
|
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||||||
|
|
Natural Gas Pipelines
|
|
Products Pipelines
|
|
Terminals
|
|
CO2
|
|
Kinder Morgan Canada(d)
|
|
Corporate and Eliminations
|
|
Total
|
||||||||||||||
Revenues from contracts with customers(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Firm services(b)
|
|
$
|
3,387
|
|
|
$
|
376
|
|
|
$
|
983
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
4,746
|
|
Fee-based services
|
|
692
|
|
|
956
|
|
|
584
|
|
|
67
|
|
|
167
|
|
|
—
|
|
|
2,466
|
|
|||||||
Total services
|
|
4,079
|
|
|
1,332
|
|
|
1,567
|
|
|
69
|
|
|
167
|
|
|
(2
|
)
|
|
7,212
|
|
|||||||
Commodity sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Natural gas sales
|
|
3,327
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(11
|
)
|
|
3,318
|
|
|||||||
Product sales
|
|
1,190
|
|
|
393
|
|
|
20
|
|
|
1,222
|
|
|
—
|
|
|
(37
|
)
|
|
2,788
|
|
|||||||
Total commodity sales
|
|
4,517
|
|
|
393
|
|
|
20
|
|
|
1,224
|
|
|
—
|
|
|
(48
|
)
|
|
6,106
|
|
|||||||
Total revenues from contracts with customers
|
|
8,596
|
|
|
1,725
|
|
|
1,587
|
|
|
1,293
|
|
|
167
|
|
|
(50
|
)
|
|
13,318
|
|
|||||||
Other revenues(c)
|
|
259
|
|
|
162
|
|
|
440
|
|
|
(38
|
)
|
|
3
|
|
|
—
|
|
|
826
|
|
|||||||
Total revenues
|
|
$
|
8,855
|
|
|
$
|
1,887
|
|
|
$
|
2,027
|
|
|
$
|
1,255
|
|
|
$
|
170
|
|
|
$
|
(50
|
)
|
|
$
|
14,144
|
|
(a)
|
Differences between the revenue classifications presented on the consolidated statements of income and the categories for the disaggregated revenues by type of revenue above are primarily attributable to revenues reflected in the “Other revenues” category above (see note (c) below).
|
(b)
|
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. Excludes service contracts with indexed-based pricing, which along with revenues from other customer service contracts are reported as Fee-based services.
|
(c)
|
Amounts recognized as revenue under guidance prescribed in Topics of the Accounting Standards Codification other than in Topic 606 and primarily include leases of $951 million and $868 million and derivatives of $49 million and $(133) million for the years ended December 31, 2019 and 2018, respectively. See Notes 14 for additional information related to our derivatives.
|
(d)
|
On August 31, 2018, the assets comprising the Kinder Morgan Canada business segment were sold; therefore, this segment does not have results of operations on a prospective basis (see Note 3).
|
Year
|
|
Estimated Revenue
|
||
2020
|
|
$
|
4,399
|
|
2021
|
|
3,752
|
|
|
2022
|
|
3,099
|
|
|
2023
|
|
2,510
|
|
|
2024
|
|
2,181
|
|
|
Thereafter
|
|
13,301
|
|
|
Total
|
|
$
|
29,242
|
|
•
|
Natural Gas Pipelines—the ownership and operation of (i) major interstate and intrastate natural gas pipeline and storage systems; (ii) natural gas gathering systems and natural gas processing and treating facilities; (iii) NGL fractionation facilities and transportation systems; and (iv) LNG liquefaction and storage facilities;
|
•
|
Products Pipelines—the ownership and operation of refined petroleum products, crude oil and condensate pipelines that primarily deliver, among other products, gasoline, diesel and jet fuel, propane, ethane, crude oil and condensate to various markets, plus the ownership and/or operation of associated product terminals and petroleum pipeline transmix facilities;
|
•
|
Terminals—the ownership and/or operation of (i) liquids and bulk terminal facilities located throughout the U.S. and portions of Canada (prior to the sale of KML in December 2019) that store and handle various commodities including gasoline, diesel fuel, chemicals, ethanol, metals and petroleum coke; and (ii) Jones Act-qualified tankers;
|
•
|
CO2—(i) the production, transportation and marketing of CO2 to oil fields that use CO2 as a flooding medium to increase recovery and production of crude oil from mature oil fields; (ii) ownership interests in and/or operation of oil fields and gasoline processing plants in West Texas; and (iii) the ownership and operation of a crude oil pipeline system in West Texas; and
|
•
|
Kinder Morgan Canada (prior to August 31, 2018)—the ownership and operation of the Trans Mountain pipeline system that transports crude oil and refined petroleum products from Edmonton, Alberta, Canada to marketing terminals and refineries in British Columbia, Canada and the state of Washington. As a result of the TMPL Sale, this segment does not have results of operations on a prospective basis.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
|
|
|
|
|
||||||
Revenues from external customers
|
$
|
8,128
|
|
|
$
|
8,807
|
|
|
$
|
8,502
|
|
Intersegment revenues
|
42
|
|
|
48
|
|
|
22
|
|
|||
Products Pipelines
|
1,831
|
|
|
1,887
|
|
|
1,744
|
|
|||
Terminals
|
|
|
|
|
|
|
|||||
Revenues from external customers
|
2,031
|
|
|
2,025
|
|
|
1,972
|
|
|||
Intersegment revenues
|
3
|
|
|
2
|
|
|
2
|
|
|||
CO2
|
1,219
|
|
|
1,255
|
|
|
1,196
|
|
|||
Kinder Morgan Canada
|
—
|
|
|
170
|
|
|
256
|
|
|||
Corporate and intersegment eliminations(a)
|
(45
|
)
|
|
(50
|
)
|
|
11
|
|
|||
Total consolidated revenues(b)
|
$
|
13,209
|
|
|
$
|
14,144
|
|
|
$
|
13,705
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating expenses(c)
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
4,213
|
|
|
$
|
5,218
|
|
|
$
|
5,371
|
|
Products Pipelines
|
684
|
|
|
748
|
|
|
564
|
|
|||
Terminals
|
888
|
|
|
823
|
|
|
793
|
|
|||
CO2
|
496
|
|
|
453
|
|
|
394
|
|
|||
Kinder Morgan Canada
|
—
|
|
|
72
|
|
|
95
|
|
|||
Corporate and intersegment eliminations
|
(1
|
)
|
|
(26
|
)
|
|
(2
|
)
|
|||
Total consolidated operating expenses
|
$
|
6,280
|
|
|
$
|
7,288
|
|
|
$
|
7,215
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Other (income) expense(d)
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
(680
|
)
|
|
$
|
629
|
|
|
$
|
26
|
|
Products Pipelines
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Terminals
|
(342
|
)
|
|
54
|
|
|
(14
|
)
|
|||
CO2
|
77
|
|
|
79
|
|
|
(1
|
)
|
|||
Kinder Morgan Canada
|
2
|
|
|
(596
|
)
|
|
—
|
|
|||
Corporate
|
(2
|
)
|
|
—
|
|
|
1
|
|
|||
Total consolidated other (income) expense
|
$
|
(945
|
)
|
|
$
|
164
|
|
|
$
|
12
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
DD&A
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
1,005
|
|
|
$
|
955
|
|
|
$
|
909
|
|
Products Pipelines
|
338
|
|
|
326
|
|
|
310
|
|
|||
Terminals
|
494
|
|
|
489
|
|
|
480
|
|
|||
CO2
|
548
|
|
|
473
|
|
|
493
|
|
|||
Kinder Morgan Canada
|
—
|
|
|
29
|
|
|
46
|
|
|||
Corporate
|
26
|
|
|
25
|
|
|
23
|
|
|||
Total consolidated DD&A
|
$
|
2,411
|
|
|
$
|
2,297
|
|
|
$
|
2,261
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings (loss) from equity investments and amortization of excess cost of equity investments, including loss on impairments of equity investments
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
(101
|
)
|
|
$
|
410
|
|
|
$
|
258
|
|
Products Pipelines
|
63
|
|
|
56
|
|
|
43
|
|
|||
Terminals
|
23
|
|
|
22
|
|
|
24
|
|
|||
CO2
|
33
|
|
|
34
|
|
|
42
|
|
|||
Total consolidated equity earnings
|
$
|
18
|
|
|
$
|
522
|
|
|
$
|
367
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Other, net-income (expense)
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
53
|
|
|
$
|
39
|
|
|
$
|
44
|
|
Products Pipelines
|
6
|
|
|
2
|
|
|
4
|
|
|||
Terminals
|
(5
|
)
|
|
3
|
|
|
8
|
|
|||
Kinder Morgan Canada
|
—
|
|
|
26
|
|
|
25
|
|
|||
Corporate
|
21
|
|
|
37
|
|
|
16
|
|
|||
Total consolidated other, net-income (expense)
|
$
|
75
|
|
|
$
|
107
|
|
|
$
|
97
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Segment EBDA(e)
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
4,661
|
|
|
$
|
3,540
|
|
|
$
|
3,478
|
|
Products Pipelines
|
1,225
|
|
|
1,209
|
|
|
1,237
|
|
|||
Terminals
|
1,506
|
|
|
1,175
|
|
|
1,227
|
|
|||
CO2
|
681
|
|
|
759
|
|
|
847
|
|
|||
Kinder Morgan Canada
|
(2
|
)
|
|
720
|
|
|
186
|
|
|||
Total Segment EBDA(f)
|
8,071
|
|
|
7,403
|
|
|
6,975
|
|
|||
DD&A
|
(2,411
|
)
|
|
(2,297
|
)
|
|
(2,261
|
)
|
|||
Amortization of excess cost of equity investments
|
(83
|
)
|
|
(95
|
)
|
|
(61
|
)
|
|||
General and administrative and corporate charges
|
(611
|
)
|
|
(588
|
)
|
|
(660
|
)
|
|||
Interest, net
|
(1,801
|
)
|
|
(1,917
|
)
|
|
(1,832
|
)
|
|||
Income tax expense
|
(926
|
)
|
|
(587
|
)
|
|
(1,938
|
)
|
|||
Total consolidated net income
|
$
|
2,239
|
|
|
$
|
1,919
|
|
|
$
|
223
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Natural Gas Pipelines
|
$
|
1,377
|
|
|
$
|
1,565
|
|
|
$
|
1,349
|
|
Products Pipelines
|
175
|
|
|
199
|
|
|
149
|
|
|||
Terminals
|
347
|
|
|
386
|
|
|
893
|
|
|||
CO2
|
349
|
|
|
397
|
|
|
436
|
|
|||
Kinder Morgan Canada
|
—
|
|
|
332
|
|
|
338
|
|
|||
Corporate
|
22
|
|
|
25
|
|
|
23
|
|
|||
Total consolidated capital expenditures
|
$
|
2,270
|
|
|
$
|
2,904
|
|
|
$
|
3,188
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Investments
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
6,991
|
|
|
$
|
6,709
|
|
Products Pipelines
|
491
|
|
|
488
|
|
||
Terminals
|
251
|
|
|
268
|
|
||
CO2
|
26
|
|
|
16
|
|
||
Total consolidated investments
|
$
|
7,759
|
|
|
$
|
7,481
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
50,310
|
|
|
$
|
50,261
|
|
Products Pipelines
|
9,468
|
|
|
9,598
|
|
||
Terminals
|
8,890
|
|
|
9,415
|
|
||
CO2
|
3,523
|
|
|
3,928
|
|
||
Corporate assets(g)
|
1,966
|
|
|
5,664
|
|
||
Total consolidated assets(h)
|
$
|
74,157
|
|
|
$
|
78,866
|
|
(a)
|
2017 amount includes a management fee of $35 million for services we perform as operator of an equity investee.
|
(b)
|
Revenues previously reported (before reclassifications) for the year ended December 31, 2018 were $9,015 million, $1,713 million, $2,019 million and $(28) million and for the year ended December 31, 2017 were $8,618 million, $1,661 million, $1,966 million and $8 million for the Natural Gas Pipelines, Products Pipelines and Terminals business segments, and the Corporate and intersegment eliminations, respectively.
|
(c)
|
Includes costs of sales, operations and maintenance expenses, and taxes, other than income taxes.
|
(d)
|
Includes (gain) loss on divestitures and impairments, net and other income, net.
|
(e)
|
Includes revenues, earnings from equity investments, and other, net, less operating expenses, (gain) loss on divestitures and impairments, net and other income, net.
|
(f)
|
Segment EBDA previously reported (before reclassifications) for the year ended December 31, 2018 were $3,580 million, $1,173 million and $1,171 million and for the year ended December 31, 2017 were $3,487 million, $1,231 million and $1,224 million for the Natural Gas Pipelines, Products Pipelines and Terminals business segments, respectively.
|
(g)
|
Includes cash and cash equivalents, margin and restricted deposits, certain prepaid assets and deferred charges, including income tax related assets, risk management assets related to debt fair value adjustments, corporate headquarters in Houston, Texas and miscellaneous corporate assets (such as information technology, telecommunications equipment and legacy activity) not allocated to our reportable segments.
|
(h)
|
Assets previously reported as of December 31, 2018 were $51,562 million, $8,429 million and $9,283 million for the Natural Gas Pipelines, Products Pipelines and Terminals business segments, respectively. The reclassification included a transfer of $450 million of goodwill from the Natural Gas Pipelines Non-Regulated reporting unit to the Products Pipelines reporting unit.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
U.S.
|
$
|
12,833
|
|
|
$
|
13,596
|
|
|
$
|
13,073
|
|
Canada
|
300
|
|
|
447
|
|
|
503
|
|
|||
Mexico and other foreign
|
76
|
|
|
101
|
|
|
129
|
|
|||
Total consolidated revenues from external customers
|
$
|
13,209
|
|
|
$
|
14,144
|
|
|
$
|
13,705
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Long-term assets, excluding goodwill and other intangibles
|
|
|
|
|
|
||||||
U.S.
|
$
|
46,709
|
|
|
$
|
47,468
|
|
|
$
|
47,928
|
|
Canada
|
1
|
|
|
748
|
|
|
3,071
|
|
|||
Mexico and other foreign
|
82
|
|
|
83
|
|
|
80
|
|
|||
Total consolidated long-lived assets
|
$
|
46,792
|
|
|
$
|
48,299
|
|
|
$
|
51,079
|
|
|
January 1, 2019
|
||
ROU assets
|
$
|
696
|
|
Short-term lease liability
|
52
|
|
|
Long-term lease liability
|
644
|
|
|
Year ended December 31, 2019
|
||
Operating leases
|
$
|
136
|
|
Short-term and variable leases
|
92
|
|
|
Total lease cost(a)
|
$
|
228
|
|
(a)
|
Includes $46 million of capitalized lease costs.
|
|
Year ended December 31, 2019
|
||
Operating cash flows from operating leases
|
$
|
(182
|
)
|
Investing cash flows from operating leases
|
(46
|
)
|
|
ROU assets obtained in exchange for operating lease obligations, net of retirements adjusted for currency conversion
|
102
|
|
|
Amortization of ROU assets
|
75
|
|
|
Removal of ROU assets and liabilities associated with the KML and U.S. Cochin Sale
|
(394
|
)
|
|
|
|
||
Weighted average remaining lease term
|
13.40 years
|
|
|
Weighted average discount rate
|
4.31
|
%
|
Lease Activity
|
Balance sheet location
|
December 31, 2019
|
||
ROU assets
|
Deferred charges and other assets
|
$
|
329
|
|
Short-term lease liability
|
Other current liabilities
|
40
|
|
|
Long-term lease liability
|
Other long-term liabilities and deferred credits
|
289
|
|
|
Finance lease assets
|
Property, plant and equipment, net
|
2
|
|
|
Finance lease liabilities
|
Long-term debt—Outstanding
|
2
|
|
Year
|
Commitment
|
||
2020
|
$
|
55
|
|
2021
|
45
|
|
|
2022
|
38
|
|
|
2023
|
32
|
|
|
2024
|
30
|
|
|
Thereafter
|
267
|
|
|
Total lease payments
|
467
|
|
|
Less: Interest
|
(138
|
)
|
|
Present value of lease liabilities
|
$
|
329
|
|
|
Leases(a)
|
|
ROW(b)
|
|
Total(c)
|
||||||
2019
|
$
|
90
|
|
|
$
|
25
|
|
|
$
|
115
|
|
2020
|
75
|
|
|
25
|
|
|
100
|
|
|||
2021
|
70
|
|
|
25
|
|
|
95
|
|
|||
2022
|
65
|
|
|
26
|
|
|
91
|
|
|||
2023
|
59
|
|
|
25
|
|
|
84
|
|
|||
Thereafter
|
771
|
|
|
88
|
|
|
859
|
|
|||
Total payments
|
$
|
1,130
|
|
|
$
|
214
|
|
|
$
|
1,344
|
|
(a)
|
Total future minimum lease obligations include $695 million for assets included in the KML and U.S. Cochin Sale (see Note 3).
|
(b)
|
Refer to Note 13 for additional information regarding our ROW obligations as of December 31, 2019.
|
(c)
|
This table has been revised from the previously reported December 31, 2018 future gross minimum rental commitments under our operating leases and ROW obligations table in our 2018 Form 10-K to (i) separately present lease and ROW obligations and (ii) to correct amounts previously reported to include an additional $482 million of undiscounted future lease payments, primarily in the “Thereafter” amount associated with the 2018 extension of KML’s, Edmonton South tank lease through December 2038. As of December 31, 2019, we no longer have an obligation for this lease as the obligation was transferred to Pembina in the KML and U.S. Cochin Sale.
|
19.
|
Recent Accounting Pronouncements
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Year Ended December 31, 2019
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,016
|
|
|
$
|
1,290
|
|
|
$
|
(97
|
)
|
|
$
|
13,209
|
|
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
3,160
|
|
|
154
|
|
|
(51
|
)
|
|
3,263
|
|
||||||
Depreciation, depletion and amortization
|
|
20
|
|
|
—
|
|
|
2,114
|
|
|
277
|
|
|
—
|
|
|
2,411
|
|
||||||
Other operating expense
|
|
—
|
|
|
1
|
|
|
2,248
|
|
|
459
|
|
|
(46
|
)
|
|
2,662
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
20
|
|
|
1
|
|
|
7,522
|
|
|
890
|
|
|
(97
|
)
|
|
8,336
|
|
||||||
Operating (Loss) Income
|
|
(20
|
)
|
|
(1
|
)
|
|
4,494
|
|
|
400
|
|
|
—
|
|
|
4,873
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
3,690
|
|
|
3,948
|
|
|
857
|
|
|
98
|
|
|
(8,593
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
Interest, net
|
|
(757
|
)
|
|
(2
|
)
|
|
(1,019
|
)
|
|
(23
|
)
|
|
—
|
|
|
(1,801
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
(15
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
19
|
|
|
—
|
|
|
(8
|
)
|
||||||
Income Before Income Tax
|
|
2,898
|
|
|
3,943
|
|
|
4,423
|
|
|
494
|
|
|
(8,593
|
)
|
|
3,165
|
|
||||||
Income Tax Expense
|
|
(708
|
)
|
|
(3
|
)
|
|
(56
|
)
|
|
(159
|
)
|
|
—
|
|
|
(926
|
)
|
||||||
Net Income
|
|
2,190
|
|
|
3,940
|
|
|
4,367
|
|
|
335
|
|
|
(8,593
|
)
|
|
2,239
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||
Net Income Attributable to Controlling Interests
|
|
$
|
2,190
|
|
|
$
|
3,940
|
|
|
$
|
4,367
|
|
|
$
|
335
|
|
|
$
|
(8,642
|
)
|
|
$
|
2,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
2,190
|
|
|
$
|
3,940
|
|
|
$
|
4,367
|
|
|
$
|
335
|
|
|
$
|
(8,593
|
)
|
|
$
|
2,239
|
|
Total other comprehensive (loss) income
|
|
(3
|
)
|
|
28
|
|
|
(51
|
)
|
|
224
|
|
|
(184
|
)
|
|
14
|
|
||||||
Comprehensive income
|
|
2,187
|
|
|
3,968
|
|
|
4,316
|
|
|
559
|
|
|
(8,777
|
)
|
|
2,253
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
2,187
|
|
|
$
|
3,968
|
|
|
$
|
4,316
|
|
|
$
|
559
|
|
|
$
|
(8,843
|
)
|
|
$
|
2,187
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Year Ended December 31, 2018
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,767
|
|
|
$
|
1,526
|
|
|
$
|
(149
|
)
|
|
$
|
14,144
|
|
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
4,247
|
|
|
277
|
|
|
(103
|
)
|
|
4,421
|
|
||||||
Depreciation, depletion and amortization
|
|
19
|
|
|
—
|
|
|
1,971
|
|
|
307
|
|
|
—
|
|
|
2,297
|
|
||||||
Other operating (income) expense
|
|
(39
|
)
|
|
1
|
|
|
3,693
|
|
|
23
|
|
|
(46
|
)
|
|
3,632
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
(20
|
)
|
|
1
|
|
|
9,911
|
|
|
607
|
|
|
(149
|
)
|
|
10,350
|
|
||||||
Operating Income (Loss)
|
|
20
|
|
|
(1
|
)
|
|
2,856
|
|
|
919
|
|
|
—
|
|
|
3,794
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
2,760
|
|
|
2,533
|
|
|
599
|
|
|
62
|
|
|
(5,954
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
617
|
|
|
—
|
|
|
—
|
|
|
617
|
|
||||||
Interest, net
|
|
(780
|
)
|
|
(8
|
)
|
|
(1,090
|
)
|
|
(39
|
)
|
|
—
|
|
|
(1,917
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
27
|
|
|
—
|
|
|
(18
|
)
|
|
3
|
|
|
—
|
|
|
12
|
|
||||||
Income Before Income Tax
|
|
2,027
|
|
|
2,524
|
|
|
2,964
|
|
|
945
|
|
|
(5,954
|
)
|
|
2,506
|
|
||||||
Income Tax (Expense) Benefit
|
|
(418
|
)
|
|
68
|
|
|
(61
|
)
|
|
(176
|
)
|
|
—
|
|
|
(587
|
)
|
||||||
Net Income
|
|
1,609
|
|
|
2,592
|
|
|
2,903
|
|
|
769
|
|
|
(5,954
|
)
|
|
1,919
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
(310
|
)
|
||||||
Net Income Attributable to Controlling Interests
|
|
1,609
|
|
|
2,592
|
|
|
2,903
|
|
|
769
|
|
|
(6,264
|
)
|
|
1,609
|
|
||||||
Preferred Stock Dividends
|
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
||||||
Net Income Available to Common Shareholders
|
|
$
|
1,481
|
|
|
$
|
2,592
|
|
|
$
|
2,903
|
|
|
$
|
769
|
|
|
$
|
(6,264
|
)
|
|
$
|
1,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
1,609
|
|
|
$
|
2,592
|
|
|
$
|
2,903
|
|
|
$
|
769
|
|
|
$
|
(5,954
|
)
|
|
$
|
1,919
|
|
Total other comprehensive income
|
|
320
|
|
|
290
|
|
|
280
|
|
|
136
|
|
|
(688
|
)
|
|
338
|
|
||||||
Comprehensive income
|
|
1,929
|
|
|
2,882
|
|
|
3,183
|
|
|
905
|
|
|
(6,642
|
)
|
|
2,257
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(328
|
)
|
|
(328
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
1,929
|
|
|
$
|
2,882
|
|
|
$
|
3,183
|
|
|
$
|
905
|
|
|
$
|
(6,970
|
)
|
|
$
|
1,929
|
|
Condensed Consolidating Statements of Income and Comprehensive Income
for the Year Ended December 31, 2017
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Total Revenues
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
12,202
|
|
|
$
|
1,614
|
|
|
$
|
(146
|
)
|
|
$
|
13,705
|
|
Operating Costs, Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs of sales
|
|
—
|
|
|
—
|
|
|
4,124
|
|
|
322
|
|
|
(101
|
)
|
|
4,345
|
|
||||||
Depreciation, depletion and amortization
|
|
16
|
|
|
—
|
|
|
1,933
|
|
|
312
|
|
|
—
|
|
|
2,261
|
|
||||||
Other operating expense
|
|
78
|
|
|
1
|
|
|
3,014
|
|
|
522
|
|
|
(45
|
)
|
|
3,570
|
|
||||||
Total Operating Costs, Expenses and Other
|
|
94
|
|
|
1
|
|
|
9,071
|
|
|
1,156
|
|
|
(146
|
)
|
|
10,176
|
|
||||||
Operating (Loss) Income
|
|
(59
|
)
|
|
(1
|
)
|
|
3,131
|
|
|
458
|
|
|
—
|
|
|
3,529
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from consolidated subsidiaries
|
|
3,575
|
|
|
2,681
|
|
|
419
|
|
|
59
|
|
|
(6,734
|
)
|
|
—
|
|
||||||
Earnings from equity investments
|
|
—
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||||
Interest, net
|
|
(701
|
)
|
|
7
|
|
|
(1,104
|
)
|
|
(34
|
)
|
|
—
|
|
|
(1,832
|
)
|
||||||
Amortization of excess cost of equity investments and other, net
|
|
2
|
|
|
—
|
|
|
13
|
|
|
21
|
|
|
—
|
|
|
36
|
|
||||||
Income Before Income Tax
|
|
2,817
|
|
|
2,687
|
|
|
2,887
|
|
|
504
|
|
|
(6,734
|
)
|
|
2,161
|
|
||||||
Income Tax (Expense) Benefit
|
|
(2,634
|
)
|
|
(5
|
)
|
|
237
|
|
|
464
|
|
|
—
|
|
|
(1,938
|
)
|
||||||
Net Income
|
|
183
|
|
|
2,682
|
|
|
3,124
|
|
|
968
|
|
|
(6,734
|
)
|
|
223
|
|
||||||
Net Income Attributable to Noncontrolling Interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||
Net Income Attributable to Controlling Interests
|
|
183
|
|
|
2,682
|
|
|
3,124
|
|
|
968
|
|
|
(6,774
|
)
|
|
183
|
|
||||||
Preferred Stock Dividends
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
||||||
Net Income Available to Common Shareholders
|
|
$
|
27
|
|
|
$
|
2,682
|
|
|
$
|
3,124
|
|
|
$
|
968
|
|
|
$
|
(6,774
|
)
|
|
$
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
|
$
|
183
|
|
|
$
|
2,682
|
|
|
$
|
3,124
|
|
|
$
|
968
|
|
|
$
|
(6,734
|
)
|
|
$
|
223
|
|
Total other comprehensive income
|
|
69
|
|
|
194
|
|
|
217
|
|
|
160
|
|
|
(525
|
)
|
|
115
|
|
||||||
Comprehensive income
|
|
252
|
|
|
2,876
|
|
|
3,341
|
|
|
1,128
|
|
|
(7,259
|
)
|
|
338
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
|
$
|
252
|
|
|
$
|
2,876
|
|
|
$
|
3,341
|
|
|
$
|
1,128
|
|
|
$
|
(7,345
|
)
|
|
$
|
252
|
|
Condensed Consolidating Balance Sheet as of December 31, 2019
(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
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
185
|
|
Other current assets - affiliates
|
|
5,249
|
|
|
4,497
|
|
|
30,565
|
|
|
1,105
|
|
|
(41,416
|
)
|
|
—
|
|
||||||
All other current assets
|
|
105
|
|
|
39
|
|
|
1,820
|
|
|
1,106
|
|
|
(17
|
)
|
|
3,053
|
|
||||||
Property, plant and equipment, net
|
|
218
|
|
|
—
|
|
|
29,997
|
|
|
6,204
|
|
|
—
|
|
|
36,419
|
|
||||||
Investments
|
|
664
|
|
|
—
|
|
|
7,004
|
|
|
91
|
|
|
—
|
|
|
7,759
|
|
||||||
Investments in subsidiaries
|
|
46,873
|
|
|
44,485
|
|
|
5,221
|
|
|
4,449
|
|
|
(101,028
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,721
|
|
|
22
|
|
|
5,167
|
|
|
2,541
|
|
|
—
|
|
|
21,451
|
|
||||||
Notes receivable from affiliates
|
|
912
|
|
|
20,323
|
|
|
453
|
|
|
1,325
|
|
|
(23,013
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
2,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,638
|
)
|
|
857
|
|
||||||
Other non-current assets
|
|
677
|
|
|
223
|
|
|
3,820
|
|
|
96
|
|
|
(383
|
)
|
|
4,433
|
|
||||||
Total assets
|
|
$
|
70,916
|
|
|
$
|
69,589
|
|
|
$
|
84,047
|
|
|
$
|
17,100
|
|
|
$
|
(167,495
|
)
|
|
$
|
74,157
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
386
|
|
|
$
|
1,835
|
|
|
$
|
30
|
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
2,477
|
|
Other current liabilities - affiliates
|
|
20,329
|
|
|
14,247
|
|
|
5,744
|
|
|
1,096
|
|
|
(41,416
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
520
|
|
|
323
|
|
|
1,507
|
|
|
300
|
|
|
(27
|
)
|
|
2,623
|
|
||||||
Long-term debt
|
|
13,239
|
|
|
15,134
|
|
|
3,000
|
|
|
542
|
|
|
—
|
|
|
31,915
|
|
||||||
Notes payable to affiliates
|
|
1,693
|
|
|
448
|
|
|
20,517
|
|
|
355
|
|
|
(23,013
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
625
|
|
|
1,013
|
|
|
(1,638
|
)
|
|
—
|
|
||||||
Other long-term liabilities and deferred credits
|
|
1,007
|
|
|
28
|
|
|
1,203
|
|
|
388
|
|
|
(373
|
)
|
|
2,253
|
|
||||||
Total liabilities
|
|
37,174
|
|
|
32,015
|
|
|
32,626
|
|
|
3,920
|
|
|
(66,467
|
)
|
|
39,268
|
|
||||||
Redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
803
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
33,742
|
|
|
37,574
|
|
|
50,618
|
|
|
13,180
|
|
|
(101,372
|
)
|
|
33,742
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
344
|
|
||||||
Total stockholders’ equity
|
|
33,742
|
|
|
37,574
|
|
|
50,618
|
|
|
13,180
|
|
|
(101,028
|
)
|
|
34,086
|
|
||||||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
|
$
|
70,916
|
|
|
$
|
69,589
|
|
|
$
|
84,047
|
|
|
$
|
17,100
|
|
|
$
|
(167,495
|
)
|
|
$
|
74,157
|
|
Condensed Consolidating Balance Sheet as of December 31, 2018
(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
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,277
|
|
|
$
|
(5
|
)
|
|
$
|
3,280
|
|
Other current assets - affiliates
|
|
4,465
|
|
|
4,788
|
|
|
23,851
|
|
|
1,031
|
|
|
(34,135
|
)
|
|
—
|
|
||||||
All other current assets
|
|
171
|
|
|
17
|
|
|
2,056
|
|
|
212
|
|
|
(14
|
)
|
|
2,442
|
|
||||||
Property, plant and equipment, net
|
|
231
|
|
|
—
|
|
|
30,750
|
|
|
6,916
|
|
|
—
|
|
|
37,897
|
|
||||||
Investments
|
|
664
|
|
|
—
|
|
|
6,718
|
|
|
99
|
|
|
—
|
|
|
7,481
|
|
||||||
Investments in subsidiaries
|
|
42,096
|
|
|
40,049
|
|
|
6,077
|
|
|
4,324
|
|
|
(92,546
|
)
|
|
—
|
|
||||||
Goodwill
|
|
13,789
|
|
|
22
|
|
|
5,166
|
|
|
2,988
|
|
|
—
|
|
|
21,965
|
|
||||||
Notes receivable from affiliates
|
|
945
|
|
|
20,345
|
|
|
247
|
|
|
1,043
|
|
|
(22,580
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
3,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,571
|
)
|
|
1,566
|
|
||||||
Other non-current assets
|
|
233
|
|
|
105
|
|
|
3,823
|
|
|
74
|
|
|
—
|
|
|
4,235
|
|
||||||
Total assets
|
|
$
|
65,739
|
|
|
$
|
65,326
|
|
|
$
|
78,688
|
|
|
$
|
19,964
|
|
|
$
|
(150,851
|
)
|
|
$
|
78,866
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of debt
|
|
$
|
1,933
|
|
|
$
|
1,300
|
|
|
$
|
30
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
3,388
|
|
Other current liabilities - affiliates
|
|
14,189
|
|
|
14,087
|
|
|
4,898
|
|
|
961
|
|
|
(34,135
|
)
|
|
—
|
|
||||||
All other current liabilities
|
|
486
|
|
|
354
|
|
|
1,838
|
|
|
1,510
|
|
|
(19
|
)
|
|
4,169
|
|
||||||
Long-term debt
|
|
13,474
|
|
|
16,799
|
|
|
3,020
|
|
|
643
|
|
|
—
|
|
|
33,936
|
|
||||||
Notes payable to affiliates
|
|
1,234
|
|
|
448
|
|
|
20,543
|
|
|
355
|
|
|
(22,580
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
503
|
|
|
1,068
|
|
|
(1,571
|
)
|
|
—
|
|
||||||
Other long-term liabilities and deferred credits
|
|
745
|
|
|
59
|
|
|
944
|
|
|
428
|
|
|
—
|
|
|
2,176
|
|
||||||
Total liabilities
|
|
32,061
|
|
|
33,047
|
|
|
31,776
|
|
|
5,090
|
|
|
(58,305
|
)
|
|
43,669
|
|
||||||
Redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
666
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total KMI equity
|
|
33,678
|
|
|
32,279
|
|
|
46,246
|
|
|
14,874
|
|
|
(93,399
|
)
|
|
33,678
|
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
853
|
|
|
853
|
|
||||||
Total stockholders’ equity
|
|
33,678
|
|
|
32,279
|
|
|
46,246
|
|
|
14,874
|
|
|
(92,546
|
)
|
|
34,531
|
|
||||||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
|
$
|
65,739
|
|
|
$
|
65,326
|
|
|
$
|
78,688
|
|
|
$
|
19,964
|
|
|
$
|
(150,851
|
)
|
|
$
|
78,866
|
|
Condensed Consolidating Statements of Cash Flows
for the Year Ended December 31, 2019
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(2,894
|
)
|
|
$
|
4,305
|
|
|
$
|
14,102
|
|
|
$
|
575
|
|
|
$
|
(11,340
|
)
|
|
$
|
4,748
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from the KML and U.S. Cochin Sale, net of cash disposed
|
|
—
|
|
|
—
|
|
|
1,527
|
|
|
—
|
|
|
—
|
|
|
1,527
|
|
||||||
Proceeds from the TMPL Sale, net of cash disposed and working capital adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
Acquisitions of assets and investments
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
||||||
Capital expenditures
|
|
(22
|
)
|
|
—
|
|
|
(1,816
|
)
|
|
(432
|
)
|
|
—
|
|
|
(2,270
|
)
|
||||||
Sales of property, plant and equipment, investments and other net assets, net of removal costs
|
|
9
|
|
|
—
|
|
|
142
|
|
|
(41
|
)
|
|
—
|
|
|
110
|
|
||||||
Contributions to investments
|
|
(151
|
)
|
|
—
|
|
|
(1,145
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1,299
|
)
|
||||||
Distributions from equity investments in excess of cumulative earnings
|
|
1,315
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
(1,305
|
)
|
|
333
|
|
||||||
Funding to affiliates
|
|
(5,337
|
)
|
|
(250
|
)
|
|
(11,116
|
)
|
|
(895
|
)
|
|
17,598
|
|
|
—
|
|
||||||
Loans to related parties
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Other, net
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Net cash used in investing activities
|
|
(4,186
|
)
|
|
(250
|
)
|
|
(12,172
|
)
|
|
(1,399
|
)
|
|
16,293
|
|
|
(1,714
|
)
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of debt
|
|
7,927
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
8,036
|
|
||||||
Payments of debt
|
|
(9,823
|
)
|
|
(1,300
|
)
|
|
(10
|
)
|
|
(91
|
)
|
|
—
|
|
|
(11,224
|
)
|
||||||
Debt issue costs
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Cash dividends - common shares
|
|
(2,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,163
|
)
|
||||||
Repurchases of common shares
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Funding from affiliates
|
|
11,172
|
|
|
2,190
|
|
|
3,567
|
|
|
669
|
|
|
(17,598
|
)
|
|
—
|
|
||||||
Contributions from investment partner
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
148
|
|
||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Distributions to investment partner
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Distributions to parents
|
|
—
|
|
|
(4,945
|
)
|
|
(5,627
|
)
|
|
(3,012
|
)
|
|
13,584
|
|
|
—
|
|
||||||
Distribution to noncontrolling interests - KML distribution of the TMPL Sale proceeds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(879
|
)
|
|
(879
|
)
|
||||||
Distributions to noncontrolling interests - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
||||||
Other, net
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
7,074
|
|
|
(4,055
|
)
|
|
(1,930
|
)
|
|
(2,326
|
)
|
|
(4,948
|
)
|
|
(6,185
|
)
|
||||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Net decrease in Cash, Cash Equivalents and Restricted Deposits
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(3,121
|
)
|
|
5
|
|
|
(3,122
|
)
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
|
8
|
|
|
—
|
|
|
—
|
|
|
3,328
|
|
|
(5
|
)
|
|
3,331
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
209
|
|
Condensed Consolidating Statements of Cash Flows
for the Year Ended December 31, 2018
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(2,758
|
)
|
|
$
|
3,879
|
|
|
$
|
11,129
|
|
|
$
|
1,117
|
|
|
$
|
(8,324
|
)
|
|
$
|
5,043
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from the TMPL Sale, net of cash disposed and working capital adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
|
—
|
|
|
2,998
|
|
||||||
Acquisitions of investments
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Capital expenditures
|
|
(24
|
)
|
|
—
|
|
|
(1,995
|
)
|
|
(885
|
)
|
|
—
|
|
|
(2,904
|
)
|
||||||
Sales of property, plant and equipment, investments and other net assets, net of removal costs
|
|
9
|
|
|
—
|
|
|
90
|
|
|
5
|
|
|
—
|
|
|
104
|
|
||||||
Contributions to investments
|
|
(12
|
)
|
|
—
|
|
|
(413
|
)
|
|
(8
|
)
|
|
—
|
|
|
(433
|
)
|
||||||
Distributions from equity investments in excess of cumulative earnings
|
|
2,342
|
|
|
—
|
|
|
234
|
|
|
1
|
|
|
(2,340
|
)
|
|
237
|
|
||||||
Funding to affiliates
|
|
(6,521
|
)
|
|
(26
|
)
|
|
(7,419
|
)
|
|
(1,003
|
)
|
|
14,969
|
|
|
—
|
|
||||||
Loans to related party
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Net cash (used in) provided by investing activities
|
|
(4,206
|
)
|
|
(26
|
)
|
|
(9,573
|
)
|
|
1,108
|
|
|
12,629
|
|
|
(68
|
)
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of debt
|
|
14,143
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|
—
|
|
|
14,751
|
|
||||||
Payments of debt
|
|
(12,640
|
)
|
|
(975
|
)
|
|
(784
|
)
|
|
(192
|
)
|
|
—
|
|
|
(14,591
|
)
|
||||||
Debt issue costs
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Cash dividends - common shares
|
|
(1,618
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,618
|
)
|
||||||
Cash dividends - preferred shares
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
||||||
Repurchases of common shares
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
||||||
Funding from affiliates
|
|
7,560
|
|
|
2,028
|
|
|
4,542
|
|
|
839
|
|
|
(14,969
|
)
|
|
—
|
|
||||||
Contributions from investment partner
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||||
Contributions from parents
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
||||||
Distributions to parents
|
|
—
|
|
|
(4,907
|
)
|
|
(5,514
|
)
|
|
(317
|
)
|
|
10,738
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
||||||
Other, net
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
6,969
|
|
|
(3,854
|
)
|
|
(1,556
|
)
|
|
926
|
|
|
(4,309
|
)
|
|
(1,824
|
)
|
||||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
||||||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
3,005
|
|
|
(4
|
)
|
|
3,005
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
|
3
|
|
|
1
|
|
|
—
|
|
|
323
|
|
|
(1
|
)
|
|
326
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,328
|
|
|
$
|
(5
|
)
|
|
$
|
3,331
|
|
Condensed Consolidating Statements of Cash Flows
for the Year Ended December 31, 2017
(In Millions)
|
||||||||||||||||||||||||
|
|
Parent
Issuer and Guarantor |
|
Subsidiary
Issuer and Guarantor - KMP |
|
Subsidiary
Guarantors |
|
Subsidiary
Non-Guarantors |
|
Consolidating Adjustments
|
|
Consolidated KMI
|
||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(3,184
|
)
|
|
$
|
3,911
|
|
|
$
|
11,523
|
|
|
$
|
1,121
|
|
|
$
|
(8,770
|
)
|
|
$
|
4,601
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions of investments
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Capital expenditures
|
|
(23
|
)
|
|
—
|
|
|
(2,390
|
)
|
|
(775
|
)
|
|
—
|
|
|
(3,188
|
)
|
||||||
Sales of property, plant and equipment, investments, and other net assets, net of removal costs
|
|
16
|
|
|
—
|
|
|
94
|
|
|
8
|
|
|
—
|
|
|
118
|
|
||||||
Contributions to investments
|
|
(237
|
)
|
|
—
|
|
|
(435
|
)
|
|
(12
|
)
|
|
—
|
|
|
(684
|
)
|
||||||
Distributions from equity investments in excess of cumulative earnings
|
|
2,297
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
(2,249
|
)
|
|
374
|
|
||||||
Funding (to) from affiliates
|
|
(4,419
|
)
|
|
779
|
|
|
(7,040
|
)
|
|
(1,028
|
)
|
|
11,708
|
|
|
—
|
|
||||||
Loans to related party
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Other, net
|
|
—
|
|
|
1
|
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
||||||
Net cash (used in) provided by investing activities
|
|
(2,389
|
)
|
|
780
|
|
|
(9,445
|
)
|
|
(1,808
|
)
|
|
9,459
|
|
|
(3,403
|
)
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of debt
|
|
8,609
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
8,868
|
|
||||||
Payments of debt
|
|
(9,288
|
)
|
|
(600
|
)
|
|
(897
|
)
|
|
(279
|
)
|
|
—
|
|
|
(11,064
|
)
|
||||||
Debt issue costs
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(70
|
)
|
||||||
Cash dividends - common shares
|
|
(1,120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,120
|
)
|
||||||
Cash dividends - preferred shares
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
||||||
Repurchases of common shares
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
||||||
Funding from (to) affiliates
|
|
7,327
|
|
|
776
|
|
|
3,797
|
|
|
(192
|
)
|
|
(11,708
|
)
|
|
—
|
|
||||||
Contributions from investment partner
|
|
—
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
485
|
|
||||||
Contributions from parents, including net proceeds from KML IPO and preferred share issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,673
|
|
|
(1,673
|
)
|
|
—
|
|
||||||
Contributions from noncontrolling interests - net proceeds from KML IPO
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
1,245
|
|
||||||
Contributions from noncontrolling interests - net proceeds from KML preferred share issuances
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
|
420
|
|
||||||
Contributions from noncontrolling interests - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||
Distributions to parents
|
|
—
|
|
|
(4,902
|
)
|
|
(5,472
|
)
|
|
(687
|
)
|
|
11,061
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(42
|
)
|
||||||
Other, net
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Net cash provided by (used in) financing activities
|
|
5,105
|
|
|
(4,726
|
)
|
|
(2,087
|
)
|
|
716
|
|
|
(689
|
)
|
|
(1,681
|
)
|
||||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Net (decrease) increase in Cash, Cash Equivalents and Restricted Deposits
|
|
(468
|
)
|
|
(35
|
)
|
|
(9
|
)
|
|
51
|
|
|
—
|
|
|
(461
|
)
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
|
471
|
|
|
36
|
|
|
9
|
|
|
272
|
|
|
(1
|
)
|
|
787
|
|
||||||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
(1
|
)
|
|
$
|
326
|
|
Supplemental Selected Quarterly Financial Data (Unaudited)
|
|||||||||||||||
|
Quarters Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
3,429
|
|
|
$
|
3,214
|
|
|
$
|
3,214
|
|
|
$
|
3,352
|
|
Operating Income
|
1,018
|
|
|
973
|
|
|
951
|
|
|
1,931
|
|
||||
Net Income
|
567
|
|
|
528
|
|
|
517
|
|
|
627
|
|
||||
Net Income Attributable to Kinder Morgan, Inc. and Common Stockholders
|
556
|
|
|
518
|
|
|
506
|
|
|
610
|
|
||||
Basic and Diluted Earnings Per Common Share
|
0.24
|
|
|
0.23
|
|
|
0.22
|
|
|
0.27
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
3,418
|
|
|
$
|
3,428
|
|
|
$
|
3,517
|
|
|
$
|
3,781
|
|
Operating Income
|
949
|
|
|
272
|
|
|
1,515
|
|
|
1,058
|
|
||||
Net Income (Loss)
|
542
|
|
|
(130
|
)
|
|
1,005
|
|
|
502
|
|
||||
Net Income (Loss) Attributable to Kinder Morgan, Inc.
|
524
|
|
|
(141
|
)
|
|
732
|
|
|
494
|
|
||||
Net Income (Loss) Available to Common Stockholders
|
485
|
|
|
(180
|
)
|
|
693
|
|
|
483
|
|
||||
Basic and Diluted Earnings (Loss) Per Common Share
|
0.22
|
|
|
(0.08
|
)
|
|
0.31
|
|
|
0.21
|
|
|
|
KINDER MORGAN, INC.
Registrant
|
|
|
|
|
|
/s/ David P. Michels
|
|
|
David P. Michels
Vice President and Chief Financial Officer |
Date:
|
February 11, 2020
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID P. MICHELS
|
|
Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
February 11, 2020
|
David P. Michels
|
|
|
||
|
|
|
|
|
/s/ STEVEN J. KEAN
|
|
Chief Executive Officer (principal executive officer); Director
|
|
February 11, 2020
|
Steven J. Kean
|
|
|
||
|
|
|
|
|
/s/ RICHARD D. KINDER
|
|
Executive Chairman
|
|
February 11, 2020
|
Richard D. Kinder
|
|
|
||
|
|
|
|
|
/s/ KIMBERLY A. DANG
|
|
President; Director
|
|
February 11, 2020
|
Kimberly A. Dang
|
|
|
||
|
|
|
|
|
/s/ TED A. GARDNER
|
|
Director
|
|
February 11, 2020
|
Ted A. Gardner
|
|
|
||
|
|
|
|
|
/s/ ANTHONY W. HALL, JR.
|
|
Director
|
|
February 11, 2020
|
Anthony W. Hall, Jr.
|
|
|
||
|
|
|
|
|
/s/ GARY L. HULTQUIST
|
|
Director
|
|
February 11, 2020
|
Gary L. Hultquist
|
|
|
||
|
|
|
|
|
/s/ RONALD L. KUEHN, JR.
|
|
Director
|
|
February 11, 2020
|
Ronald L. Kuehn, Jr.
|
|
|
||
|
|
|
|
|
/s/ DEBORAH A. MACDONALD
|
|
Director
|
|
February 11, 2020
|
Deborah A. Macdonald
|
|
|
||
|
|
|
|
|
/s/ MICHAEL C. MORGAN
|
|
Director
|
|
February 11, 2020
|
Michael C. Morgan
|
|
|
||
|
|
|
|
|
/s/ ARTHUR C. REICHSTETTER
|
|
Director
|
|
February 11, 2020
|
Arthur C. Reichstetter
|
|
|
||
|
|
|
|
|
/s/ FAYEZ SAROFIM
|
|
Director
|
|
February 11, 2020
|
Fayez Sarofim
|
|
|
||
|
|
|
|
|
/s/ C. PARK SHAPER
|
|
Director
|
|
February 11, 2020
|
C. Park Shaper
|
|
|
||
|
|
|
|
|
/s/ WILLIAM A. SMITH
|
|
Director
|
|
February 11, 2020
|
William A. Smith
|
|
|
||
|
|
|
|
|
/s/ JOEL V. STAFF
|
|
Director
|
|
February 11, 2020
|
Joel V. Staff
|
|
|
||
|
|
|
|
|
/s/ ROBERT F. VAGT
|
|
Director
|
|
February 11, 2020
|
Robert F. Vagt
|
|
|
||
|
|
|
|
|
/s/ PERRY M. WAUGHTAL
|
|
Director
|
|
February 11, 2020
|
Perry M. Waughtal
|
|
|
||
|
|
|
|
|
•
|
4,000,000,000 shares of Class P common stock, $0.01 par value per share, which we refer to as our “common stock;” and
|
•
|
10,000,000 shares of preferred stock, $0.01 par value per share, none of which are currently outstanding.
|
•
|
for breach of the duty of loyalty;
|
•
|
for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
|
•
|
under Section 174 of the DGCL (unlawful dividends and stock repurchases); or
|
•
|
for transactions from which the director derived improper personal benefit.
|
•
|
a majority of the directors chosen for nomination by Richard D. Kinder, our Executive Chairman (if any);
|
•
|
a majority of the directors chosen for nomination by the Sponsor Investors (as defined in “—Shareholders Agreement”) (if any);
|
•
|
two-thirds of the directors chosen for nomination by the Sponsor Investors (if any) in the case of an alteration, amendment or repeal of specified provisions of our bylaws with respect to directors, removal of officers, securities of other corporations and amendments of the bylaws; and
|
•
|
the director(s) chosen by a Sponsor Investor (if any) in the case of an alteration, amendment or repeal of any provision of our bylaws that would treat such Sponsor Investor adversely.
|
•
|
before the stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or
|
•
|
at or after the time the stockholder became an interested stockholder, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders, but not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
•
|
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
|
•
|
100% of the principal amount of the notes to be redeemed; or
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below), plus 20 basis points in the case of the notes due 2022 and plus 30 basis points in the case of the notes due 2027.
|
a)
|
any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection (other than a connection arising solely from the ownership of those notes or the receipt of payments in respect of those notes) between that holder (or the beneficial owner for whose benefit such holder holds such note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including that holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a note for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
|
b)
|
any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax, assessment or other governmental charge;
|
c)
|
any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of the beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
|
d)
|
any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from payment of principal of or premium, if any, or interest on such notes;
|
e)
|
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on any note if that payment can be made without withholding by any other paying agent;
|
f)
|
any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holder of notes to comply with our request or a request of our agent to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the beneficial owner or any holder of the notes that such beneficial owner or holder is legally able to deliver (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty);
|
g)
|
any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of us or (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the beneficial owner’s status as described in clauses (1) through (3) of this paragraph (g);
|
h)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;
|
i)
|
any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections) (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or
|
j)
|
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i);
|
•
|
the Common Depositary notifies us that it is unwilling or unable to continue as depositary or if the Common Depositary ceases to be eligible under the Indenture and we do not appoint a successor depository within 90 days;
|
•
|
we determine that the notes will no longer be represented by global securities and execute and deliver to the trustee an order to that effect; or
|
•
|
an event of default with respect to the notes will have occurred and be continuing.
|
By:
|
/s/ Anthony B. Ashley
|
By:
|
/s/ Anthony B. Ashley
|
Issuer
|
|
Indebtedness
|
|
Maturity
|
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
|
|
November 30, 2020
|
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
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
Current as of: December 31, 2019
|
||
Issuer
|
|
Indebtedness
|
|
Maturity
|
Kinder Morgan Energy Partners, L.P.
|
|
6.55% bonds
|
|
September 15, 2040
|
Kinder Morgan Energy Partners, L.P.
|
|
6.375% bonds
|
|
March 1, 2041
|
Kinder Morgan Energy Partners, L.P.
|
|
5.625% bonds
|
|
September 1, 2041
|
Kinder Morgan Energy Partners, L.P.
|
|
5.00% bonds
|
|
August 15, 2042
|
Kinder Morgan Energy Partners, L.P.
|
|
5.00% bonds
|
|
March 1, 2043
|
Kinder Morgan Energy Partners, L.P.
|
|
5.50% bonds
|
|
March 1, 2044
|
Kinder Morgan Energy Partners, L.P.
|
|
5.40% bonds
|
|
September 1, 2044
|
Kinder Morgan Energy Partners, L.P.(1)
|
|
6.50% bonds
|
|
April 1, 2020
|
Kinder Morgan Energy Partners, L.P.(1)
|
|
5.00% bonds
|
|
October 1, 2021
|
Kinder Morgan Energy Partners, L.P.(1)
|
|
4.30% bonds
|
|
May 1, 2024
|
Kinder Morgan Energy Partners, L.P.(1)
|
|
7.50% bonds
|
|
November 15, 2040
|
Kinder Morgan Energy Partners, L.P.(1)
|
|
4.70% bonds
|
|
November 1, 2042
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.00% bonds
|
|
March 15, 2027
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.00% bonds
|
|
October 15, 2028
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
8.375% bonds
|
|
June 15, 2032
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
7.625% bonds
|
|
April 1, 2037
|
El Paso Natural Gas Company, L.L.C.
|
|
8.625% bonds
|
|
January 15, 2022
|
El Paso Natural Gas Company, L.L.C.
|
|
7.50% bonds
|
|
November 15, 2026
|
El Paso Natural Gas Company, L.L.C.
|
|
8.375% bonds
|
|
June 15, 2032
|
Colorado Interstate Gas Company, L.L.C.
|
|
4.15% notes
|
|
August 15, 2026
|
Colorado Interstate Gas Company, L.L.C.
|
|
6.85% bonds
|
|
June 15, 2037
|
El Paso Tennessee Pipeline Co. L.L.C.
|
|
7.25% bonds
|
|
December 15, 2025
|
Other
|
|
Cora industrial revenue bonds
|
|
April 1, 2024
|
|
|
|
|
|
_________________________________________________
(1) The original issuer, El Paso Pipeline Partners, L.P. merged with and into Kinder Morgan Energy
Partners, L.P. effective January 1, 2015.
|
|
|
Schedule I
|
||
|
|
(Guaranteed Obligations)
|
||
|
|
Current as of: December 31, 2019
|
Hedging Agreements1
|
|
|
|
|
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 Montreal
|
|
April 25, 2019
|
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.
|
|
Commerzbank AG
|
|
August 22, 2019
|
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.
|
|
Intesa Sanpaolo S.p.A.
|
|
July 1, 2019
|
Kinder Morgan, Inc.
|
|
JPMorgan Chase Bank, N.A.
|
|
February 19, 2015
|
Kinder Morgan, Inc.
|
|
Mizuho Capital Markets Corporation
|
|
November 26, 2014
|
Kinder Morgan, Inc.
|
|
Morgan Stanley Capital Services LLC
|
|
July 9, 2018
|
Kinder Morgan, Inc.
|
|
PNC Bank National Association
|
|
February 4, 2019
|
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
|
_________________________________________________
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: December 31, 2019
|
||
Hedging Agreements1
|
|
|
|
|
Issuer
|
|
Guaranteed Party
|
|
Date
|
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
|
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
|
|
Bank of Montreal
|
|
April 25, 2019
|
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.
|
|
September 3, 2019
|
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
|
|
PNC Bank, National Association
|
|
July 11, 2018
|
Kinder Morgan Texas Pipeline LLC
|
|
Royal Bank of Canada
|
|
October 18, 2018
|
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
|
_________________________________________________
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: December 31, 2019
|
||
Agnes B Crane, LLC
|
|
Copano Risk Management LLC
|
American Petroleum Tankers II LLC
|
|
Copano Terminals LLC
|
American Petroleum Tankers III LLC
|
|
Copano/Webb-Duval Pipeline LLC
|
American Petroleum Tankers IV LLC
|
|
CPNO Services LLC
|
American Petroleum Tankers LLC
|
|
Dakota Bulk Terminal LLC
|
American Petroleum Tankers Parent LLC
|
|
Delta Terminal Services LLC
|
American Petroleum Tankers V LLC
|
|
Eagle Ford Gathering LLC
|
American Petroleum Tankers VI LLC
|
|
El Paso Cheyenne Holdings, L.L.C.
|
American Petroleum Tankers VII LLC
|
|
El Paso Citrus Holdings, Inc.
|
American Petroleum Tankers VIII LLC
|
|
El Paso CNG Company, L.L.C.
|
American Petroleum Tankers IX LLC
|
|
El Paso Energy Service Company, L.L.C.
|
American Petroleum Tankers X LLC
|
|
El Paso LLC
|
American Petroleum Tankers XI LLC
|
|
El Paso Midstream Group LLC
|
APT Florida LLC
|
|
El Paso Natural Gas Company, L.L.C.
|
APT Intermediate Holdco LLC
|
|
El Paso Noric Investments III, L.L.C.
|
APT New Intermediate Holdco LLC
|
|
El Paso Ruby Holding Company, L.L.C.
|
APT Pennsylvania LLC
|
|
El Paso Tennessee Pipeline Co., L.L.C.
|
APT Sunshine State LLC
|
|
Elba Express Company, L.L.C.
|
Betty Lou LLC
|
|
Elizabeth River Terminals LLC
|
Camino Real Gas Gathering LLC
|
|
Emory B Crane, LLC
|
Camino Real Gathering Company, L.L.C.
|
|
EP Ruby LLC
|
Cantera Gas Company LLC
|
|
EPBGP Contracting Services LLC
|
CDE Pipeline LLC
|
|
EPTP Issuing Corporation
|
Central Florida Pipeline LLC
|
|
Frank L. Crane, LLC
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
General Stevedores GP, LLC
|
CIG Gas Storage Company LLC
|
|
General Stevedores Holdings LLC
|
CIG Pipeline Services Company, L.L.C.
|
|
Glenpool West Gathering LLC
|
Colorado Interstate Gas Company, L.L.C.
|
|
Harrah Midstream LLC
|
Colorado Interstate Issuing Corporation
|
|
HBM Environmental LLC
|
Copano Double Eagle LLC
|
|
Hiland Crude, LLC
|
Copano Energy Finance Corporation
|
|
Hiland Partners Holdings LLC
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
HPH Oklahoma Gathering LLC
|
Copano Energy, L.L.C.
|
|
ICPT, L.L.C
|
Copano Field Services GP, L.L.C.
|
|
Independent Trading & Transportation
|
Copano Field Services/North Texas, L.L.C.
|
|
Company I, L.L.C.
|
Copano Field Services/South Texas LLC
|
|
Johnston County Terminal, LLC
|
Copano Field Services/Upper Gulf Coast LLC
|
|
JV Tanker Charterer LLC
|
Copano Liberty, LLC
|
|
Kinder Morgan 2-Mile LLC
|
Copano Liquids Marketing LLC
|
|
Kinder Morgan Administrative Services Tampa LLC
|
Copano NGL Services (Markham), L.L.C.
|
|
Kinder Morgan Altamont LLC
|
Copano NGL Services LLC
|
|
Kinder Morgan Baltimore Transload Terminal
|
Copano Pipelines Group, L.L.C.
|
|
LLC
|
Copano Pipelines/North Texas, L.L.C.
|
|
Kinder Morgan Battleground Oil LLC
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Kinder Morgan Border Pipeline LLC
|
Copano Pipelines/South Texas LLC
|
|
Kinder Morgan Bulk Terminals LLC
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
Kinder Morgan Carbon Dioxide Transportation
|
Copano Processing LLC
|
|
Company
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: December 31, 2019
|
|
|
|
Kinder Morgan CO2 Company, L.P.
|
|
Kinder Morgan Products Terminals LLC
|
Kinder Morgan Cochin LLC
|
|
Kinder Morgan Rail Services LLC
|
Kinder Morgan Commercial Services LLC
|
|
Kinder Morgan Resources II LLC
|
Kinder Morgan Contracting Services LLC
|
|
Kinder Morgan Resources III LLC
|
Kinder Morgan Crude & Condensate LLC
|
|
Kinder Morgan Resources LLC
|
Kinder Morgan Crude Marketing LLC
|
|
Kinder Morgan Seven Oaks LLC
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Kinder Morgan SNG Operator LLC
|
Kinder Morgan Crude to Rail LLC
|
|
Kinder Morgan Southeast Terminals LLC
|
Kinder Morgan Cushing LLC
|
|
Kinder Morgan Scurry Connector LLC
|
Kinder Morgan Dallas Fort Worth Rail Terminal
|
|
Kinder Morgan Tank Storage Terminals LLC
|
LLC
|
|
Kinder Morgan Tejas Pipeline LLC
|
Kinder Morgan Deeprock North Holdco LLC
|
|
Kinder Morgan Terminals, Inc.
|
Kinder Morgan Endeavor LLC
|
|
Kinder Morgan Terminals Wilmington LLC
|
Kinder Morgan Energy Partners, L.P.
|
|
Kinder Morgan Texas Pipeline LLC
|
Kinder Morgan EP Midstream LLC
|
|
Kinder Morgan Texas Terminals, L.P.
|
Kinder Morgan Finance Company LLC
|
|
Kinder Morgan Transmix Company, LLC
|
Kinder Morgan Freedom Pipeline LLC
|
|
Kinder Morgan Treating LP
|
Kinder Morgan Galena Park West LLC
|
|
Kinder Morgan Urban Renewal, L.L.C.
|
Kinder Morgan IMT Holdco LLC
|
|
Kinder Morgan Utica LLC
|
Kinder Morgan, Inc.
|
|
Kinder Morgan Utopia Operator LLC
|
Kinder Morgan Keystone Gas Storage LLC
|
|
Kinder Morgan Vehicle Services LLC
|
Kinder Morgan KMAP LLC
|
|
Kinder Morgan Virginia Liquids Terminals LLC
|
Kinder Morgan Las Vegas LLC
|
|
Kinder Morgan Wink Pipeline LLC
|
Kinder Morgan Linden Transload Terminal LLC
|
|
KinderHawk Field Services LLC
|
Kinder Morgan Liquids Terminals LLC
|
|
KM Crane LLC
|
Kinder Morgan Liquids Terminals St. Gabriel LLC
|
|
KM Decatur LLC
|
Kinder Morgan Louisiana Pipeline Holding LLC
|
|
KM Eagle Gathering LLC
|
Kinder Morgan Louisiana Pipeline LLC
|
|
KM Gathering LLC
|
Kinder Morgan Marine Services LLC
|
|
KM Kaskaskia Dock LLC
|
Kinder Morgan Materials Services, LLC
|
|
KM Liquids Terminals LLC
|
Kinder Morgan Mid Atlantic Marine Services LLC
|
|
KM North Cahokia Land LLC
|
Kinder Morgan NatGas O&M LLC
|
|
KM North Cahokia Special Project LLC
|
Kinder Morgan NGPL Holdings LLC
|
|
KM North Cahokia Terminal Project LLC
|
Kinder Morgan North Texas Pipeline LLC
|
|
KM Ship Channel Services LLC
|
Kinder Morgan Operating L.P. “A”
|
|
KM Treating GP LLC
|
Kinder Morgan Operating L.P. “B”
|
|
KM Treating Production LLC
|
Kinder Morgan Operating L.P. “C”
|
|
KMBT Legacy Holdings LLC
|
Kinder Morgan Operating L.P. “D”
|
|
KMBT LLC
|
Kinder Morgan Pecos LLC
|
|
KMGP Services Company, Inc.
|
Kinder Morgan Pecos Valley LLC
|
|
KN Telecommunications, Inc.
|
Kinder Morgan Petcoke GP LLC
|
|
Knight Power Company LLC
|
Kinder Morgan Petcoke LP LLC
|
|
Lomita Rail Terminal LLC
|
Kinder Morgan Petcoke, L.P.
|
|
Milwaukee Bulk Terminals LLC
|
Kinder Morgan Petroleum Tankers LLC
|
|
MJR Operating LLC
|
Kinder Morgan Pipeline LLC
|
|
Mojave Pipeline Company, L.L.C.
|
Kinder Morgan Port Manatee Terminal LLC
|
|
Mojave Pipeline Operating Company, L.L.C.
|
Kinder Morgan Port Sutton Terminal LLC
|
|
Paddy Ryan Crane, LLC
|
Kinder Morgan Port Terminals USA LLC
|
|
Palmetto Products Pipe Line LLC
|
Kinder Morgan Portland Jet Line LLC
|
|
PI 2 Pelican State LLC
|
Kinder Morgan Production Company LLC
|
|
Pinney Dock & Transport LLC
|
|
|
Schedule II
|
|
|
(Guarantors)
|
|
|
Current as of: December 31, 2019
|
|
|
|
Queen City Terminals LLC
|
|
|
Rahway River Land LLC
|
|
|
River Terminals Properties GP LLC
|
|
|
River Terminal Properties, L.P.
|
|
|
ScissorTail Energy, LLC
|
|
|
SNG Pipeline Services Company, L.L.C.
|
|
|
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”.
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Agnes B Crane, LLC
|
|
Louisiana
|
American Petroleum Tankers II LLC
|
|
Delaware
|
American Petroleum Tankers III LLC
|
|
Delaware
|
American Petroleum Tankers IV LLC
|
|
Delaware
|
American Petroleum Tankers IX LLC
|
|
Delaware
|
American Petroleum Tankers LLC
|
|
Delaware
|
American Petroleum Tankers Parent LLC
|
|
Delaware
|
American Petroleum Tankers V LLC
|
|
Delaware
|
American Petroleum Tankers VI LLC
|
|
Delaware
|
American Petroleum Tankers VII LLC
|
|
Delaware
|
American Petroleum Tankers VIII LLC
|
|
Delaware
|
American Petroleum Tankers X LLC
|
|
Delaware
|
American Petroleum Tankers XI LLC
|
|
Delaware
|
ANR Advance Holdings, Inc.
|
|
Delaware
|
ANR Real Estate Corporation
|
|
Delaware
|
APT Florida LLC
|
|
Delaware
|
APT Intermediate Holdco LLC
|
|
Delaware
|
APT New Intermediate Holdco LLC
|
|
Delaware
|
APT Pennsylvania LLC
|
|
Delaware
|
APT Sunshine State LLC
|
|
Delaware
|
Ascension Holding Company, L.L.C.
|
|
Delaware
|
Banquete Hub LLC
|
|
Delaware
|
Battleground Oil Specialty Terminal Company LLC
|
|
Delaware
|
Bear Creek Storage Company, L.L.C.
|
|
Louisiana
|
Berkshire Feedline Acquisition Limited Partnership
|
|
Massachusetts
|
Betty Lou LLC
|
|
Delaware
|
BHP Billiton Petroleum (Eagle Ford Gathering) LLC
|
|
Delaware
|
Bighorn Gas Gathering, L.L.C.
|
|
Delaware
|
Calnev Pipe Line LLC
|
|
Delaware
|
Camino Real Gas Gathering Company LLC
|
|
Delaware
|
Camino Real Gathering Company, L.L.C.
|
|
Delaware
|
Cantera Gas Company LLC
|
|
Delaware
|
CDE Pipeline LLC
|
|
Delaware
|
Cedar Cove Midstream LLC
|
|
Delaware
|
Central Florida Pipeline LLC
|
|
Delaware
|
Cheyenne Plains Gas Pipeline Company, L.L.C.
|
|
Delaware
|
CIG Gas Storage Company LLC
|
|
Delaware
|
CIG Pipeline Services Company, L.L.C.
|
|
Delaware
|
Citrus Energy Services, Inc.
|
|
Delaware
|
Citrus LLC
|
|
Delaware
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Cliffside Helium, LLC
|
|
Delaware
|
Cliffside Refiners, L.P.
|
|
Delaware
|
Coastal Eagle Point Oil Company
|
|
Delaware
|
Coastal Oil New England, Inc.
|
|
Massachusetts
|
Coastal Wartsila Petroleum Private Limited
|
|
India
|
Colorado Interstate Gas Company, L.L.C.
|
|
Delaware
|
Colorado Interstate Issuing Corporation
|
|
Delaware
|
Colton Processing Facility
|
|
[California]
|
Copano Double Eagle LLC
|
|
Delaware
|
Copano Energy Finance Corporation
|
|
Delaware
|
Copano Energy L.L.C.
|
|
Delaware
|
Copano Energy Services/Upper Gulf Coast LLC
|
|
Texas
|
Copano Field Services GP, L.L.C.
|
|
Delaware
|
Copano Field Services/North Texas, L.L.C.
|
|
Delaware
|
Copano Field Services/South Texas LLC
|
|
Texas
|
Copano Field Services/Upper Gulf Coast LLC
|
|
Texas
|
Copano Liberty, LLC
|
|
Delaware
|
Copano Liquids Marketing LLC
|
|
Delaware
|
Copano NGL Services (Markham), L.L.C.
|
|
Delaware
|
Copano NGL Services LLC
|
|
Texas
|
Copano Pipelines Group, L.L.C.
|
|
Delaware
|
Copano Pipelines/North Texas, L.L.C.
|
|
Delaware
|
Copano Pipelines/Rocky Mountains, LLC
|
|
Delaware
|
Copano Pipelines/South Texas LLC
|
|
Texas
|
Copano Pipelines/Upper Gulf Coast LLC
|
|
Texas
|
Copano Processing LLC
|
|
Texas
|
Copano Risk Management LLC
|
|
Texas
|
Copano Terminals LLC
|
|
Delaware
|
Copano/Webb-Duval Pipeline LLC
|
|
Delaware
|
Cortez Capital Corporation
|
|
Delaware
|
Cortez Expansion Capital Corporation
|
|
Delaware
|
Cortez Pipeline Company
|
|
Texas
|
Coscol Petroleum Corporation
|
|
Delaware
|
Coyote Gas Treating Limited Liability Company
|
|
Colorado
|
CPNO Services LLC
|
|
Texas
|
Cross Country Development L.L.C.
|
|
Delaware
|
Cypress Interstate Pipeline LLC
|
|
Delaware
|
Dakota Bulk Terminal LLC
|
|
Delaware
|
Deeprock Development, LLC
|
|
Delaware
|
Delta Terminal Services LLC
|
|
Delaware
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Double Eagle Pipeline LLC
|
|
Delaware
|
Eagle Ford Gathering LLC
|
|
Delaware
|
El Paso Amazonas Energia Ltda.
|
|
Brazil
|
El Paso CGP Company, L.L.C.
|
|
Delaware
|
El Paso Cheyenne Holdings, L.L.C.
|
|
Delaware
|
El Paso Citrus Holdings, Inc.
|
|
Delaware
|
El Paso CNG Company, L.L.C.
|
|
Delaware
|
El Paso Energia do Brasil Ltda.
|
|
Brazil
|
El Paso Energy Argentina Service Company
|
|
Delaware
|
El Paso Energy Capital Trust I
|
|
Delaware
|
El Paso Energy E.S.T. Company
|
|
Delaware
|
El Paso Energy International Company
|
|
Delaware
|
El Paso Energy Marketing de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
El Paso Energy Service Company, L.L.C.
|
|
Delaware
|
El Paso LLC
|
|
Delaware
|
El Paso Marketing Company, L.L.C.
|
|
Delaware
|
El Paso Merchant Energy North America Company, L.L.C.
|
|
Delaware
|
El Paso Merchant Energy-Petroleum Company
|
|
Delaware
|
El Paso Mexico Holding B.V.
|
|
Netherlands
|
El Paso Midstream Group LLC
|
|
Delaware
|
El Paso Natural Gas Company, L.L.C.
|
|
Delaware
|
El Paso Noric Investments III, L.L.C.
|
|
Delaware
|
El Paso Reata Energy Company, L.L.C.
|
|
Delaware
|
El Paso Remediation Company
|
|
Delaware
|
El Paso Rio Negro Energia Ltda.
|
|
Brazil
|
El Paso Ruby Holding Company, L.L.C.
|
|
Delaware
|
El Paso Services Holding Company
|
|
Delaware
|
El Paso Tennessee Pipeline Co., L.L.C.
|
|
Delaware
|
Elba Express Company, L.L.C.
|
|
Delaware
|
Elba Liquefaction Company, L.L.C.
|
|
Delaware
|
Elizabeth River Terminals LLC
|
|
Delaware
|
Emory B Crane, LLC
|
|
Louisiana
|
EP Ruby LLC
|
|
Delaware
|
EPBGP Contracting Services LLC
|
|
Delaware
|
EPC Building LLC
|
|
Delaware
|
EPC Property Holdings, Inc.
|
|
Delaware
|
EPEC Corporation
|
|
Delaware
|
EPEC Oil Company Liquidating Trust
|
|
Delaware Law
|
EPEC Polymers, Inc.
|
|
Delaware
|
EPEC Realty, Inc.
|
|
Delaware
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
EPED B Company
|
|
Cayman Islands
|
EPED Holding Company
|
|
Delaware
|
EPTP Issuing Corporation
|
|
Delaware
|
Fayetteville Express Pipeline LLC
|
|
Delaware
|
Fife Power
|
|
Scotland
|
Florida Gas Transmission Company, LLC
|
|
Delaware
|
Fort Union Gas Gathering, L.L.C.
|
|
Delaware
|
Frank L Crane, LLC
|
|
Louisiana
|
GEBF, L.L.C.
|
|
Louisiana
|
General Stevedores GP, LLC
|
|
Texas
|
General Stevedores Holdings LLC
|
|
Delaware
|
Greens Port CBR, LLC
|
|
Delaware
|
Guilford County Terminal Company, LLC
|
|
North Carolina
|
Gulf Coast Express Pipeline LLC
|
|
Delaware
|
Gulf LNG Energy (Port), LLC
|
|
Delaware
|
Gulf LNG Energy, LLC
|
|
Delaware
|
Gulf LNG Holdings Group, LLC
|
|
Delaware
|
Gulf LNG Liquefaction Company, LLC
|
|
Delaware
|
Gulf LNG Pipeline, LLC
|
|
Delaware
|
Harrah Midstream LLC
|
|
Delaware
|
HBM Environmental LLC
|
|
Delaware
|
Hiland Crude, LLC
|
|
Oklahoma
|
Hiland Partners Finance Corp.
|
|
Delaware
|
Hiland Partners Holdings LLC
|
|
Delaware
|
Horizon Pipeline Company, L.L.C.
|
|
Delaware
|
HPH Oklahoma Gathering LLC
|
|
Delaware
|
I.M.T. Land Corp.
|
|
Louisiana
|
ICPT, L.L.C.
|
|
Louisiana
|
Independent Trading & Transportation Company I, L.L.C.
|
|
Oklahoma
|
International Marine Terminals Partnership
|
|
Louisiana
|
JV Tanker Charterer LLC
|
|
Delaware
|
Kellogg Terminal, LLC
|
|
Delaware
|
Kinder Morgan 2-Mile LLC
|
|
Delaware
|
Kinder Morgan Administrative Services Tampa LLC
|
|
Delaware
|
Kinder Morgan Altamont LLC
|
|
Delaware
|
Kinder Morgan Baltimore Transload Terminal LLC
|
|
Delaware
|
Kinder Morgan Battleground Oil LLC
|
|
Delaware
|
Kinder Morgan Border Pipeline LLC
|
|
Delaware
|
Kinder Morgan Bulk Terminals LLC
|
|
Louisiana
|
Kinder Morgan Canada Company ULC
|
|
British Columbia (Canada)
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Kinder Morgan Carbon Dioxide Transportation Company
|
|
Delaware
|
Kinder Morgan CO2 Company, L.P.
|
|
Texas
|
Kinder Morgan Commercial Services LLC
|
|
Delaware
|
Kinder Morgan Contracting Services LLC
|
|
Delaware
|
Kinder Morgan Crude & Condensate LLC
|
|
Delaware
|
Kinder Morgan Crude Marketing LLC
|
|
Delaware
|
Kinder Morgan Crude Oil Pipelines LLC
|
|
Delaware
|
Kinder Morgan Crude to Rail LLC
|
|
Delaware
|
Kinder Morgan Cushing LLC
|
|
Delaware
|
Kinder Morgan Dallas Fort Worth Rail Terminal LLC
|
|
Delaware
|
Kinder Morgan Deeprock North Holdco LLC
|
|
Delaware
|
Kinder Morgan Endeavor LLC
|
|
Delaware
|
Kinder Morgan Energy Partners, L.P.
|
|
Delaware
|
Kinder Morgan EP Midstream LLC
|
|
Delaware
|
Kinder Morgan Finance Company LLC
|
|
Delaware
|
Kinder Morgan Foundation
|
|
Colorado
|
Kinder Morgan Freedom Pipeline LLC
|
|
Delaware
|
Kinder Morgan G.P., Inc.
|
|
Delaware
|
Kinder Morgan Galena Park West LLC
|
|
Delaware
|
Kinder Morgan Gas Natural de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Kinder Morgan Heartland ULC
|
|
Alberta (Canada)
|
Kinder Morgan Illinois Pipeline LLC
|
|
Delaware
|
Kinder Morgan IMT Holdco LLC
|
|
Delaware
|
Kinder Morgan Keystone Gas Storage LLC
|
|
Delaware
|
Kinder Morgan KMAP LLC
|
|
Delaware
|
Kinder Morgan Las Vegas LLC
|
|
Delaware
|
Kinder Morgan Linden Transload Terminal LLC
|
|
Delaware
|
Kinder Morgan Liquids Terminals LLC
|
|
Delaware
|
Kinder Morgan Liquids Terminals St. Gabriel LLC
|
|
Delaware
|
Kinder Morgan Louisiana Pipeline Holding LLC
|
|
Delaware
|
Kinder Morgan Louisiana Pipeline LLC
|
|
Delaware
|
Kinder Morgan Marine Services LLC
|
|
Delaware
|
Kinder Morgan Materials Services, LLC
|
|
Delaware
|
Kinder Morgan Mexico LLC
|
|
Delaware
|
Kinder Morgan Mid Atlantic Marine Services LLC
|
|
Delaware
|
Kinder Morgan NatGas O & M LLC
|
|
Delaware
|
Kinder Morgan NGPL Holdings LLC
|
|
Delaware
|
Kinder Morgan North Texas Pipeline LLC
|
|
Delaware
|
Kinder Morgan Operating L.P. "A"
|
|
Delaware
|
Kinder Morgan Operating L.P. "B"
|
|
Delaware
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Kinder Morgan Operating L.P. "C"
|
|
Delaware
|
Kinder Morgan Operating L.P. "D"
|
|
Delaware
|
Kinder Morgan Pecos LLC
|
|
Delaware
|
Kinder Morgan Pecos Valley LLC
|
|
Delaware
|
Kinder Morgan Petcoke GP LLC
|
|
Delaware
|
Kinder Morgan Petcoke LP LLC
|
|
Delaware
|
Kinder Morgan Petcoke, L.P.
|
|
Delaware
|
Kinder Morgan Petroleum Tankers LLC
|
|
Delaware
|
Kinder Morgan Pipeline LLC
|
|
Delaware
|
Kinder Morgan Pipeline Servicios de Mexico S. de R.L. de C.V.
|
|
Mexico
|
Kinder Morgan Port Manatee Terminal LLC
|
|
Delaware
|
Kinder Morgan Port Sutton Terminal LLC
|
|
Delaware
|
Kinder Morgan Port Terminals USA LLC
|
|
Delaware
|
Kinder Morgan Portland Jet Line LLC
|
|
Delaware
|
Kinder Morgan Production Company LLC
|
|
Delaware
|
Kinder Morgan Products Terminals LLC
|
|
Delaware
|
Kinder Morgan Rail Services LLC
|
|
Delaware
|
Kinder Morgan Resources II LLC
|
|
Delaware
|
Kinder Morgan Resources III LLC
|
|
Delaware
|
Kinder Morgan Resources LLC
|
|
Delaware
|
Kinder Morgan Scurry Connector LLC
|
|
Delaware
|
Kinder Morgan Services International LLC
|
|
Delaware
|
Kinder Morgan Seven Oaks LLC
|
|
Delaware
|
Kinder Morgan SNG Operator LLC
|
|
Delaware
|
Kinder Morgan Southeast Terminals LLC
|
|
Delaware
|
Kinder Morgan Tank Storage Terminals LLC
|
|
Delaware
|
Kinder Morgan Tejas Pipeline GP LLC
|
|
Delaware
|
Kinder Morgan Tejas Pipeline LLC
|
|
Delaware
|
Kinder Morgan Terminals Wilmington LLC
|
|
Delaware
|
Kinder Morgan Terminals, Inc.
|
|
Delaware
|
Kinder Morgan Texas Pipeline LLC
|
|
Delaware
|
Kinder Morgan Texas Terminals, L.P.
|
|
Delaware
|
Kinder Morgan Transmix Company, LLC
|
|
Delaware
|
Kinder Morgan Treating LP
|
|
Delaware
|
Kinder Morgan Urban Renewal II, LLC
|
|
New Jersey
|
Kinder Morgan Urban Renewal, L.L.C.
|
|
New Jersey
|
Kinder Morgan Utica LLC
|
|
Delaware
|
Kinder Morgan Utopia Holdco LLC
|
|
Delaware
|
Kinder Morgan Utopia LLC
|
|
Delaware
|
Kinder Morgan Utopia Ltd.
|
|
Alberta (Canada)
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Kinder Morgan Vehicle Services LLC
|
|
Delaware
|
Kinder Morgan Virginia Liquids Terminals LLC
|
|
Delaware
|
Kinder Morgan Wink Pipeline LLC
|
|
Delaware
|
KinderHawk Field Services LLC
|
|
Delaware
|
Kiowa Lateral LLC
|
|
Delaware
|
KM Canada Terminals ULC
|
|
Alberta (Canada)
|
KM Crane LLC
|
|
Maryland
|
KM Decatur LLC
|
|
Delaware
|
KM Eagle Gathering LLC
|
|
Delaware
|
KM Express LLC
|
|
Delaware
|
KM Gathering LLC
|
|
Delaware
|
KM Insurance Texas Inc.
|
|
Texas
|
KM Kaskaskia Dock LLC
|
|
Delaware
|
KM Liquids Terminals LLC
|
|
Delaware
|
KM North Cahokia Land LLC
|
|
Delaware
|
KM North Cahokia Special Project LLC
|
|
Delaware
|
KM North Cahokia Terminal Project LLC
|
|
Delaware
|
KM Phoenix Holdings LLC
|
|
Delaware
|
KM Ship Channel Services LLC
|
|
Delaware
|
KM Treating GP LLC
|
|
Delaware
|
KM Treating Production LLC
|
|
Delaware
|
KM Utopia Operator Limited
|
|
Alberta (Canada)
|
KM Utopia Operator LLC
|
|
Delaware
|
KMBT Legacy Holdings LLC
|
|
Tennessee
|
KMBT LLC
|
|
Delaware
|
KMGP Services Company, Inc.
|
|
Delaware
|
KN Telecommunications, Inc.
|
|
Colorado
|
Knight Power Company LLC
|
|
Delaware
|
KW Express, LLC
|
|
Delaware
|
Liberty Pipeline Group, LLC
|
|
Delaware
|
Lomita Rail Terminal LLC
|
|
Delaware
|
Mesquite Investors, L.L.C.
|
|
Delaware
|
Midco LLC
|
|
Delaware
|
Midcontinent Express Pipeline LLC
|
|
Delaware
|
Mid-Ship Group LLC
|
|
Delaware
|
Mid-Ship Oil Brokers LLC
|
|
Delaware
|
Milwaukee Bulk Terminals LLC
|
|
Wisconsin
|
MJR Operating LLC
|
|
Maryland
|
Mojave Pipeline Company, L.L.C.
|
|
Delaware
|
Mojave Pipeline Operating Company, L.L.C.
|
|
Texas
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Natural Gas Pipeline Company of America LLC
|
|
Delaware
|
NGPL Finance LLC
|
|
Delaware
|
NGPL Holdings LLC
|
|
Delaware
|
NGPL Intermediate Holdings LLC
|
|
Delaware
|
NGPL PipeCo LLC
|
|
Delaware
|
North Cahokia Industrial, LLC
|
|
Delaware
|
North Cahokia Real Estate, LLC
|
|
Delaware
|
North Cahokia Terminal, LLC
|
|
Delaware
|
Paddy Ryan Crane, LLC
|
|
Louisiana
|
Palmetto Products Pipe Line LLC
|
|
Delaware
|
Permian Highway Pipeline LLC
|
|
Delaware
|
PI 2 Pelican State LLC
|
|
Delaware
|
Pinney Dock & Transport LLC
|
|
Delaware
|
Plantation Pipe Line Company
|
|
Delaware and Virginia
|
Plantation Services LLC
|
|
Delaware
|
Queen City Terminals LLC
|
|
Delaware
|
Rahway River Land LLC
|
|
Delaware
|
Red Cedar Gathering Company
|
|
Colorado
|
River Terminals Properties GP LLC
|
|
Delaware
|
River Terminals Properties, L.P.
|
|
Tennessee
|
Ruby Investment Company, L.L.C.
|
|
Delaware
|
Ruby Pipeline Holding Company, L.L.C.
|
|
Delaware
|
Ruby Pipeline, L.L.C.
|
|
Delaware
|
Sage Refined Products GP, LLC
|
|
Texas
|
Sage Refined Products, Ltd.
|
|
Texas
|
ScissorTail Energy, LLC
|
|
Delaware
|
SFPP, L.P.
|
|
Delaware
|
Sierrita Gas Pipeline LLC
|
|
Delaware
|
SNG Pipeline Services Company, L.L.C.
|
|
Delaware
|
Sonoran Pipeline LLC
|
|
Delaware
|
Southern Dome, LLC
|
|
Delaware
|
Southern Gulf LNG Company, L.L.C.
|
|
Delaware
|
Southern Liquefaction Company LLC
|
|
Delaware
|
Southern LNG Company, L.L.C.
|
|
Delaware
|
Southern Natural Gas Company, L.L.C.
|
|
Delaware
|
Southern Natural Issuing Corporation
|
|
Delaware
|
Southern Oklahoma Gathering LLC
|
|
Delaware
|
SouthTex Treaters LLC
|
|
Delaware
|
Southwest Florida Pipeline LLC
|
|
Delaware
|
SRT Vessels LLC
|
|
Delaware
|
Kinder Morgan, Inc.
Subsidiaries of the Registrant as of December 31, 2019
|
||
Entity Name
|
|
Place of Incorporation
|
Stevedore Holdings, L.P.
|
|
Delaware
|
Tejas Gas, LLC
|
|
Delaware
|
Tejas Natural Gas, LLC
|
|
Delaware
|
Tennessee Gas Pipeline Company, L.L.C.
|
|
Delaware
|
Tennessee Gas Pipeline Issuing Corporation
|
|
Delaware
|
Texan Tug LLC
|
|
Delaware
|
TGP Pipeline Services Company, L.L.C.
|
|
Delaware
|
The Pecos Carbon Dioxide Pipeline Company
|
|
Texas
|
TransColorado Gas Transmission Company LLC
|
|
Delaware
|
Transload Services, LLC
|
|
Illinois
|
Transport USA, Inc.
|
|
Pennsylvania
|
Utica Marcellus Texas Pipeline LLC
|
|
Delaware
|
Webb/Duval Gatherers
|
|
Texas
|
Western Plant Services LLC
|
|
Delaware
|
WYCO Development LLC
|
|
Colorado
|
Wyoming Interstate Company, L.L.C.
|
|
Delaware
|
Young Gas Storage Company, Ltd.
|
|
Colorado
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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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
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b)
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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.
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Date:
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February 11, 2020
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/s/ Steven J. Kean
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Steven J. Kean
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Kinder Morgan, Inc.;
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2.
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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;
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3.
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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;
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4.
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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.
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Date:
|
February 11, 2020
|
|
/s/ David P. Michels
|
|
|
|
David P. Michels
|
|
|
|
Vice President and Chief Financial Officer
|
Date:
|
February 11, 2020
|
|
/s/ Steven J. Kean
|
|
|
|
Steven J. Kean
|
|
|
|
Chief Executive Officer
|
Date:
|
February 11, 2020
|
|
/s/ David P. Michels
|
|
|
|
David P. Michels
|
|
|
|
Vice President and Chief Financial Officer
|