|
Delaware
|
80-0682103
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class P Common Stock
|
KMI
|
New York Stock Exchange
|
1.500% Senior Notes due 2022
|
KMI 22
|
New York Stock Exchange
|
2.250% Senior Notes due 2027
|
KMI 27 A
|
New York Stock Exchange
|
|
|
|
Page
Number
|
|
|||
|
|||
|
|
||
|
|||
|
Consolidated Statements of Operations - Three Months Ended March 31, 2020 and 2019
|
||
|
Consolidated Statements of Comprehensive (Loss) Income - Three Months Ended March 31, 2020 and 2019
|
||
|
Consolidated Balance Sheets - as of March 31, 2020 and December 31, 2019
|
||
|
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2020 and 2019
|
||
|
Consolidated Statements of Stockholders’ Equity - Three Months Ended March 31, 2020 and 2019
|
||
|
|||
|
Note 1
|
||
|
Note 2
|
||
|
Note 3
|
||
|
Note 4
|
||
|
Note 5
|
||
|
Note 6
|
||
|
Note 7
|
||
|
Note 8
|
||
|
Note 9
|
||
|
Note 10
|
||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
Liquidity and Capital Resources
|
||
|
|||
|
|
||
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except Per Share Amounts, Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues
|
|
|
|
||||
Services
|
$
|
1,992
|
|
|
$
|
2,037
|
|
Commodity sales
|
1,067
|
|
|
1,349
|
|
||
Other
|
47
|
|
|
43
|
|
||
Total Revenues
|
3,106
|
|
|
3,429
|
|
||
Operating Costs, Expenses and Other
|
|
|
|
|
|||
Costs of sales
|
663
|
|
|
948
|
|
||
Operations and maintenance
|
620
|
|
|
598
|
|
||
Depreciation, depletion and amortization
|
565
|
|
|
593
|
|
||
General and administrative
|
153
|
|
|
154
|
|
||
Taxes, other than income taxes
|
92
|
|
|
118
|
|
||
Loss on impairments and divestitures, net (Note 2)
|
971
|
|
|
—
|
|
||
Other income, net
|
(1
|
)
|
|
—
|
|
||
Total Operating Costs, Expenses and Other
|
3,063
|
|
|
2,411
|
|
||
Operating Income
|
43
|
|
|
1,018
|
|
||
Other Income (Expense)
|
|
|
|
|
|||
Earnings from equity investments
|
192
|
|
|
192
|
|
||
Amortization of excess cost of equity investments
|
(32
|
)
|
|
(21
|
)
|
||
Interest, net
|
(436
|
)
|
|
(460
|
)
|
||
Other, net
|
2
|
|
|
10
|
|
||
Total Other Expense
|
(274
|
)
|
|
(279
|
)
|
||
(Loss) Income Before Income Taxes
|
(231
|
)
|
|
739
|
|
||
Income Tax Expense
|
(60
|
)
|
|
(172
|
)
|
||
Net (Loss) Income
|
(291
|
)
|
|
567
|
|
||
Net Income Attributable to Noncontrolling Interests
|
(15
|
)
|
|
(11
|
)
|
||
Net (Loss) Income Attributable to Kinder Morgan, Inc.
|
$
|
(306
|
)
|
|
$
|
556
|
|
|
|
|
|
||||
Class P Shares
|
|
|
|
||||
Basic and Diluted (Loss) Earnings Per Common Share
|
$
|
(0.14
|
)
|
|
$
|
0.24
|
|
Basic and Diluted Weighted Average Common Shares Outstanding
|
2,264
|
|
|
2,262
|
|
||
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net (loss) income
|
|
$
|
(291
|
)
|
|
$
|
567
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||
Change in fair value of hedge derivatives (net of tax (expense) benefit of $(67) and $64, respectively)
|
|
222
|
|
|
(215
|
)
|
||
Reclassification of change in fair value of derivatives to net income (net of tax expense of $11 and $4, respectively)
|
|
37
|
|
|
13
|
|
||
Foreign currency translation adjustments (net of tax expense of $- and $5, respectively)
|
|
1
|
|
|
10
|
|
||
Benefit plan adjustments (net of tax expense of $3 and $2, respectively)
|
|
11
|
|
|
8
|
|
||
Total other comprehensive income (loss)
|
|
271
|
|
|
(184
|
)
|
||
Comprehensive (loss) income
|
|
(20
|
)
|
|
383
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(15
|
)
|
|
(5
|
)
|
||
Comprehensive (loss) income attributable to Kinder Morgan, Inc.
|
|
$
|
(35
|
)
|
|
$
|
378
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Per Share Amounts, Unaudited)
|
|||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
360
|
|
|
$
|
185
|
|
Restricted deposits
|
582
|
|
|
24
|
|
||
Marketable securities at fair value
|
—
|
|
|
925
|
|
||
Accounts receivable
|
1,186
|
|
|
1,379
|
|
||
Fair value of derivative contracts
|
448
|
|
|
84
|
|
||
Inventories
|
307
|
|
|
371
|
|
||
Other current assets
|
213
|
|
|
270
|
|
||
Total current assets
|
3,096
|
|
|
3,238
|
|
||
Property, plant and equipment, net
|
36,041
|
|
|
36,419
|
|
||
Investments
|
7,886
|
|
|
7,759
|
|
||
Goodwill
|
20,851
|
|
|
21,451
|
|
||
Other intangibles, net
|
2,616
|
|
|
2,676
|
|
||
Deferred income taxes
|
845
|
|
|
857
|
|
||
Deferred charges and other assets
|
2,195
|
|
|
1,757
|
|
||
Total Assets
|
$
|
73,530
|
|
|
$
|
74,157
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Current portion of debt
|
$
|
3,540
|
|
|
$
|
2,477
|
|
Accounts payable
|
752
|
|
|
914
|
|
||
Accrued interest
|
337
|
|
|
548
|
|
||
Accrued taxes
|
295
|
|
|
364
|
|
||
Other current liabilities
|
684
|
|
|
797
|
|
||
Total current liabilities
|
5,608
|
|
|
5,100
|
|
||
Long-term liabilities and deferred credits
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Outstanding
|
29,955
|
|
|
30,883
|
|
||
Debt fair value adjustments
|
1,450
|
|
|
1,032
|
|
||
Total long-term debt
|
31,405
|
|
|
31,915
|
|
||
Other long-term liabilities and deferred credits
|
2,260
|
|
|
2,253
|
|
||
Total long-term liabilities and deferred credits
|
33,665
|
|
|
34,168
|
|
||
Total Liabilities
|
39,273
|
|
|
39,268
|
|
||
Commitments and contingencies (Notes 3 and 9)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interest
|
793
|
|
|
803
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,261,425,938 and 2,264,936,054 shares, respectively, issued and outstanding
|
23
|
|
|
23
|
|
||
Additional paid-in capital
|
41,713
|
|
|
41,745
|
|
||
Accumulated deficit
|
(8,568
|
)
|
|
(7,693
|
)
|
||
Accumulated other comprehensive loss
|
(62
|
)
|
|
(333
|
)
|
||
Total Kinder Morgan, Inc.’s stockholders’ equity
|
33,106
|
|
|
33,742
|
|
||
Noncontrolling interests
|
358
|
|
|
344
|
|
||
Total Stockholders’ Equity
|
33,464
|
|
|
34,086
|
|
||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
$
|
73,530
|
|
|
$
|
74,157
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions, Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net (loss) income
|
$
|
(291
|
)
|
|
$
|
567
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
565
|
|
|
593
|
|
||
Deferred income taxes
|
(69
|
)
|
|
(31
|
)
|
||
Amortization of excess cost of equity investments
|
32
|
|
|
21
|
|
||
Change in fair market value of derivative contracts
|
(36
|
)
|
|
10
|
|
||
Loss on impairments and divestitures, net (Note 2)
|
971
|
|
|
—
|
|
||
Earnings from equity investments
|
(192
|
)
|
|
(192
|
)
|
||
Distributions from equity investment earnings
|
152
|
|
|
124
|
|
||
Changes in components of working capital
|
|
|
|
||||
Accounts receivable
|
222
|
|
|
193
|
|
||
Inventories
|
59
|
|
|
(52
|
)
|
||
Other current assets
|
50
|
|
|
128
|
|
||
Accounts payable
|
(200
|
)
|
|
(189
|
)
|
||
Accrued interest, net of interest rate swaps
|
(202
|
)
|
|
(236
|
)
|
||
Accrued taxes
|
(59
|
)
|
|
(202
|
)
|
||
Other current liabilities
|
(126
|
)
|
|
(149
|
)
|
||
Other, net
|
17
|
|
|
50
|
|
||
Net Cash Provided by Operating Activities
|
893
|
|
|
635
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Capital expenditures
|
(440
|
)
|
|
(554
|
)
|
||
Proceeds from sales of assets and investments, net of working capital adjustments
|
907
|
|
|
(16
|
)
|
||
Contributions to investments
|
(151
|
)
|
|
(331
|
)
|
||
Distributions from equity investments in excess of cumulative earnings
|
41
|
|
|
81
|
|
||
Other, net
|
(22
|
)
|
|
6
|
|
||
Net Cash Provided by (Used in) Investing Activities
|
335
|
|
|
(814
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuances of debt
|
2,125
|
|
|
1,399
|
|
||
Payments of debt
|
(1,969
|
)
|
|
(2,990
|
)
|
||
Debt issue costs
|
(7
|
)
|
|
(2
|
)
|
||
Common stock dividends
|
(569
|
)
|
|
(455
|
)
|
||
Repurchases of common shares
|
(50
|
)
|
|
(2
|
)
|
||
Contributions from investment partner and noncontrolling interests
|
5
|
|
|
38
|
|
||
Distributions to investment partner
|
(18
|
)
|
|
—
|
|
||
Distribution to noncontrolling interests - KML distribution of the TMPL sale proceeds
|
—
|
|
|
(879
|
)
|
||
Distributions to noncontrolling interests - other
|
(3
|
)
|
|
(14
|
)
|
||
Other, net
|
(1
|
)
|
|
(3
|
)
|
||
Net Cash Used in Financing Activities
|
(487
|
)
|
|
(2,908
|
)
|
||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits
|
(8
|
)
|
|
26
|
|
||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
733
|
|
|
(3,061
|
)
|
||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
209
|
|
|
3,331
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
$
|
942
|
|
|
$
|
270
|
|
|
|
|
|
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In Millions, Unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash and Cash Equivalents, beginning of period
|
$
|
185
|
|
|
$
|
3,280
|
|
Restricted Deposits, beginning of period
|
24
|
|
|
51
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, beginning of period
|
209
|
|
|
3,331
|
|
||
Cash and Cash Equivalents, end of period
|
360
|
|
|
221
|
|
||
Restricted Deposits, end of period
|
582
|
|
|
49
|
|
||
Cash, Cash Equivalents, and Restricted Deposits, end of period
|
942
|
|
|
270
|
|
||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Deposits
|
$
|
733
|
|
|
$
|
(3,061
|
)
|
|
|
|
|
||||
Non-cash Investing and Financing Activities
|
|
|
|
||||
ROU assets and operating lease obligations recognized
|
$
|
14
|
|
|
$
|
701
|
|
Increase in property, plant and equipment from both accruals and contractor retainage
|
41
|
|
|
|
|
||
Supplemental Disclosures of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for interest (net of capitalized interest)
|
661
|
|
|
690
|
|
||
Cash paid during the period for income taxes, net
|
134
|
|
|
345
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
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, 2019
|
2,265
|
|
|
$
|
23
|
|
|
$
|
41,745
|
|
|
$
|
(7,693
|
)
|
|
$
|
(333
|
)
|
|
$
|
33,742
|
|
|
$
|
344
|
|
|
$
|
34,086
|
|
Repurchases of common shares
|
(4
|
)
|
|
|
|
(50
|
)
|
|
|
|
|
|
(50
|
)
|
|
|
|
(50
|
)
|
|||||||||||
Restricted shares
|
|
|
|
|
18
|
|
|
|
|
|
|
18
|
|
|
|
|
18
|
|
||||||||||||
Net (loss) income
|
|
|
|
|
|
|
(306
|
)
|
|
|
|
(306
|
)
|
|
15
|
|
|
(291
|
)
|
|||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||||||||
Contributions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||||||
Common stock dividends
|
|
|
|
|
|
|
(569
|
)
|
|
|
|
(569
|
)
|
|
|
|
(569
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
271
|
|
|
271
|
|
|
|
|
271
|
|
||||||||||||
Balance at March 31, 2020
|
2,261
|
|
|
$
|
23
|
|
|
$
|
41,713
|
|
|
$
|
(8,568
|
)
|
|
$
|
(62
|
)
|
|
$
|
33,106
|
|
|
$
|
358
|
|
|
$
|
33,464
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
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, 2018
|
2,262
|
|
|
$
|
23
|
|
|
$
|
41,701
|
|
|
$
|
(7,716
|
)
|
|
$
|
(330
|
)
|
|
$
|
33,678
|
|
|
$
|
853
|
|
|
$
|
34,531
|
|
Impact of adoption of ASU 2017-12
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
|||||||||||
Balance at January 1, 2019
|
2,262
|
|
|
23
|
|
|
41,701
|
|
|
(7,720
|
)
|
|
(330
|
)
|
|
33,674
|
|
|
853
|
|
|
34,527
|
|
|||||||
Repurchases of common shares
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||||||||
Restricted shares
|
|
|
|
|
17
|
|
|
|
|
|
|
17
|
|
|
|
|
17
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
556
|
|
|
|
|
556
|
|
|
11
|
|
|
567
|
|
|||||||||||
Distributions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||||||||||
Common stock dividends
|
|
|
|
|
|
|
(455
|
)
|
|
|
|
(455
|
)
|
|
|
|
(455
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(178
|
)
|
|
(178
|
)
|
|
(6
|
)
|
|
(184
|
)
|
|||||||||||
Balance at March 31, 2019
|
2,262
|
|
|
$
|
23
|
|
|
$
|
41,716
|
|
|
$
|
(7,619
|
)
|
|
$
|
(508
|
)
|
|
$
|
33,612
|
|
|
$
|
844
|
|
|
$
|
34,456
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (Loss) Income Available to Common Stockholders
|
$
|
(306
|
)
|
|
$
|
556
|
|
Participating securities:
|
|
|
|
||||
Less: Net Income allocated to restricted stock awards(a)
|
(3
|
)
|
|
(3
|
)
|
||
Net (Loss) Income Allocated to Class P Stockholders
|
$
|
(309
|
)
|
|
$
|
553
|
|
|
|
|
|
||||
Basic Weighted Average Common Shares Outstanding
|
2,264
|
|
|
2,262
|
|
||
Basic (Loss) Earnings Per Common Share
|
$
|
(0.14
|
)
|
|
$
|
0.24
|
|
(a)
|
As of March 31, 2020, there were approximately 12 million restricted stock awards outstanding.
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Unvested restricted stock awards
|
12
|
|
|
13
|
|
Convertible trust preferred securities
|
3
|
|
|
3
|
|
•
|
To compute estimated future cash flows for our oil and gas producing properties, we used our reserve engineer’s estimates of proved and risk adjusted probable reserves. These estimates of proved and probable reserves are based upon historical performance along with adjustments for expected crude oil and natural gas field development. In calculating future cash flows, management utilized estimates of commodity prices based on a March 31, 2020 NYMEX forward curve adjusted for the impact of our existing sales contracts to determine the applicable net crude oil and NGL pricing for each property. Operating expenses were determined based on estimated fixed and variable field production requirements, and capital expenditures were based on economically viable development projects.
|
•
|
To compute estimated future cash flows for our CO2 source and transportation assets, volume forecasts were developed based on projected demand for our CO2 services based upon management’s projections of the availability of CO2 supply and the future demand for CO2 for use in enhanced oil recovery projects. The CO2 pricing assumption was a function of the March 31, 2020 NYMEX forward curve adjusted for the impact of existing sales contracts to determine the applicable net CO2 pricing. Operating expenses were determined based on estimated fixed and variable field production requirements, and capital expenditures were based on economically viable development projects.
|
•
|
In determining the fair value for our CO2 reporting unit, we applied a 9.25% discount rate to the undiscounted cash flow amounts computed in the long-lived asset impairment analyses described above. The discount rate we used represents our estimate of the weighted average cost of capital of a theoretical market participant. The result of our goodwill analysis was a partial impairment of goodwill in our CO2 reporting unit of approximately $600 million as of March 31, 2020.
|
•
|
For our Natural Gas Pipelines Non-Regulated reporting unit, the income approach we used to determine fair value included an analysis of estimated discounted cash flows based on 6 years of projections and application of a year 6 exit multiple based on management’s expectations of a discount rate and exit multiple that would be applied by a theoretical market participant and for market transactions of comparable assets. The discounted cash flows included various assumptions on volumes and prices for each underlying asset within the reporting unit including, as applicable, current commodity prices. The results of our impairment analysis for our Natural Gas Pipelines Non-Regulated reporting unit did not indicate an impairment of goodwill with the reporting unit’s fair value in excess of its carrying value by less than 10% as of March 31, 2020.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Products Pipelines
|
|
|
|
||||
Impairments of long-lived and intangible assets(a)
|
$
|
21
|
|
|
$
|
—
|
|
CO2
|
|
|
|
||||
Impairments of long-lived assets
|
350
|
|
|
—
|
|
||
Impairment of goodwill
|
600
|
|
|
—
|
|
||
Kinder Morgan Canada
|
|
|
|
||||
Losses on divestiture of long-lived assets
|
—
|
|
|
2
|
|
||
Other gains on divestitures of long-lived assets
|
—
|
|
|
(2
|
)
|
||
Pre-tax losses on divestitures and impairments, net
|
$
|
971
|
|
|
$
|
—
|
|
(a)
|
2020 impairment amount is associated with our Belton terminal.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Current portion of debt
|
|
|
|
||||
$4 billion credit facility due November 16, 2023
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper notes(a)
|
—
|
|
|
37
|
|
||
Current portion of senior notes
|
|
|
|
||||
6.85%, due February 2020(b)
|
—
|
|
|
700
|
|
||
6.50%, due April 2020(c)
|
535
|
|
|
535
|
|
||
5.30%, due September 2020
|
600
|
|
|
600
|
|
||
6.50%, due September 2020
|
349
|
|
|
349
|
|
||
5.00%, due February 2021
|
750
|
|
|
—
|
|
||
3.50%, due March 2021
|
750
|
|
|
—
|
|
||
5.80%, due March 2021
|
400
|
|
|
—
|
|
||
Trust I preferred securities, 4.75%, due March 2028
|
111
|
|
|
111
|
|
||
Kinder Morgan G.P. Inc, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock, due August 2057(d)
|
—
|
|
|
100
|
|
||
Current portion of other debt
|
45
|
|
|
45
|
|
||
Total current portion of debt
|
3,540
|
|
|
2,477
|
|
||
|
|
|
|
||||
Long-term debt (excluding current portion)
|
|
|
|
||||
Senior notes
|
29,242
|
|
|
30,164
|
|
||
EPC Building, LLC, promissory note, 3.967%, due 2020 through 2035
|
377
|
|
|
381
|
|
||
Trust I preferred securities, 4.75%, due March 2028
|
110
|
|
|
110
|
|
||
Other
|
226
|
|
|
228
|
|
||
Total long-term debt
|
29,955
|
|
|
30,883
|
|
||
Total debt(e)
|
$
|
33,495
|
|
|
$
|
33,360
|
|
(a)
|
Weighted average interest rate on borrowings outstanding as of December 31, 2019 was 1.90%.
|
(b)
|
On January 9, 2020, we sold the approximate 25 million shares of Pembina Pipeline Corporation (Pembina) common equity that we received as consideration for the sale of KML. We received proceeds of approximately $907 million ($764 million after tax) for the sale of the Pembina shares, which were used to repay debt that matured in February 2020. The fair value of the Pembina common equity of$925 million as of December 31, 2019 was reported as “Marketable securities at fair value” in the accompanying consolidated balance sheet.
|
(c)
|
As of March 31, 2020, funds for the repayment of these maturing notes, and associated accrued interest, were held in escrow and included in the accompanying consolidated balance sheet within “Restricted deposits.”
|
(d)
|
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 consolidated balance sheet as of December 31, 2019. We redeemed these securities, including accrued dividends, on January 15, 2020.
|
(e)
|
Excludes our “Debt fair value adjustments” which, as of March 31, 2020 and December 31, 2019, increased our total debt balances by $1,450 million and $1,032 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.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Total debt
|
$
|
34,945
|
|
|
$
|
34,198
|
|
|
$
|
34,392
|
|
|
$
|
38,016
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Per common share cash dividend declared for the period
|
$
|
0.2625
|
|
|
$
|
0.25
|
|
Per common share cash dividend paid in the period
|
0.25
|
|
|
0.20
|
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive loss
|
||||||||
Balance as of December 31, 2019
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(326
|
)
|
|
$
|
(333
|
)
|
Other comprehensive gain before reclassifications
|
222
|
|
|
1
|
|
|
11
|
|
|
234
|
|
||||
Loss reclassified from accumulated other comprehensive loss
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||
Net current-period change in accumulated other comprehensive (loss) income
|
259
|
|
|
1
|
|
|
11
|
|
|
271
|
|
||||
Balance as of March 31, 2020
|
$
|
252
|
|
|
$
|
1
|
|
|
$
|
(315
|
)
|
|
$
|
(62
|
)
|
|
Net unrealized
gains/(losses)
on cash flow
hedge derivatives
|
|
Foreign
currency
translation
adjustments
|
|
Pension and
other
postretirement
liability adjustments
|
|
Total
accumulated other
comprehensive loss
|
||||||||
Balance as of December 31, 2018
|
$
|
164
|
|
|
$
|
(91
|
)
|
|
$
|
(403
|
)
|
|
$
|
(330
|
)
|
Other comprehensive (loss) gain before reclassifications
|
(215
|
)
|
|
16
|
|
|
8
|
|
|
(191
|
)
|
||||
Loss reclassified from accumulated other comprehensive loss
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Net current-period change in accumulated other comprehensive income (loss)
|
(202
|
)
|
|
16
|
|
|
8
|
|
|
(178
|
)
|
||||
Balance as of March 31, 2019
|
$
|
(38
|
)
|
|
$
|
(75
|
)
|
|
$
|
(395
|
)
|
|
$
|
(508
|
)
|
|
Net open position long/(short)
|
|||
Derivatives designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(18.9
|
)
|
|
MMBbl
|
Crude oil basis
|
(6.2
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(35.7
|
)
|
|
Bcf
|
Natural gas basis
|
(31.3
|
)
|
|
Bcf
|
NGL fixed price
|
(1.2
|
)
|
|
MMBbl
|
Derivatives not designated as hedging contracts
|
|
|
|
|
Crude oil fixed price
|
(0.7
|
)
|
|
MMBbl
|
Crude oil basis
|
(2.4
|
)
|
|
MMBbl
|
Natural gas fixed price
|
(17.3
|
)
|
|
Bcf
|
Natural gas basis
|
23.4
|
|
|
Bcf
|
NGL fixed price
|
(1.7
|
)
|
|
MMBbl
|
|
|
Notional amount
|
|
Accounting treatment
|
|
Maximum term
|
|
|||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Fixed-to-variable interest rate contracts(a)
|
|
$8,025
|
|
Fair value hedge
|
|
March 2035
|
|
|||
Variable-to-fixed interest rate contracts
|
|
$250
|
|
Cash flow hedge
|
|
January 2023
|
|
|||
Variable-to-fixed interest rate contracts
|
|
$2,500
|
|
Mark-to-Market
|
|
December 2020
|
|
(a)
|
The principal amount of hedged senior notes consisted of $1,300 million included in “Current portion of debt” and $6,725 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
|
||||||||||||
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
|
March 31,
2020 |
|
December 31,
2019 |
||||||||
|
|
Location
|
|
Fair value
|
|
Fair value
|
||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Energy commodity derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
$
|
279
|
|
|
$
|
31
|
|
|
$
|
(7
|
)
|
|
$
|
(43
|
)
|
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
135
|
|
|
17
|
|
|
—
|
|
|
(8
|
)
|
||||
Subtotal
|
|
|
|
414
|
|
|
48
|
|
|
(7
|
)
|
|
(51
|
)
|
||||
Interest rate contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
126
|
|
|
45
|
|
|
(2
|
)
|
|
—
|
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
666
|
|
|
313
|
|
|
(9
|
)
|
|
(1
|
)
|
||||
Subtotal
|
|
|
|
792
|
|
|
358
|
|
|
(11
|
)
|
|
(1
|
)
|
||||
Foreign currency contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(6
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
11
|
|
|
46
|
|
|
(24
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
11
|
|
|
46
|
|
|
(54
|
)
|
|
(6
|
)
|
||||
Total
|
|
|
|
1,217
|
|
|
452
|
|
|
(72
|
)
|
|
(58
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Energy commodity derivative contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
43
|
|
|
8
|
|
|
(2
|
)
|
|
(7
|
)
|
||||
|
|
Deferred charges and other assets/(Other long-term liabilities and deferred credits)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
|
|
47
|
|
|
8
|
|
|
(2
|
)
|
|
(7
|
)
|
||||
Interest rate contracts
|
|
Fair value of derivative contracts/(Other current liabilities)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Subtotal
|
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Total
|
|
|
|
47
|
|
|
8
|
|
|
(6
|
)
|
|
(7
|
)
|
||||
Total derivatives
|
|
|
|
$
|
1,264
|
|
|
$
|
460
|
|
|
$
|
(78
|
)
|
|
$
|
(65
|
)
|
|
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 March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
6
|
|
|
$
|
455
|
|
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
(9
|
)
|
|
$
|
(25
|
)
|
|
$
|
427
|
|
Interest rate contracts
|
—
|
|
|
792
|
|
|
—
|
|
|
792
|
|
|
(2
|
)
|
|
—
|
|
|
790
|
|
|||||||
Foreign currency contracts
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||||||
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
|
|
|
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 March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Energy commodity derivative contracts(a)
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate contracts
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
2
|
|
|
—
|
|
|
(13
|
)
|
|||||||
Foreign currency contracts
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
|
11
|
|
|
—
|
|
|
(43
|
)
|
|||||||
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
|
|
|
—
|
|
|
—
|
|
(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 derivative and related hedged item |
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
Interest, net
|
|
$
|
433
|
|
|
$
|
128
|
|
|
|
|
|
|
|
|
||||
Hedged fixed rate debt(a)
|
|
Interest, net
|
|
$
|
(440
|
)
|
|
$
|
(138
|
)
|
(a)
|
As of March 31, 2020, the cumulative amount of fair value hedging adjustments to our hedged fixed rate debt was an increase of $799 million included in “Debt fair value adjustments” on our accompanying consolidated balance sheet.
|
Derivatives in cash flow hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative(a)
|
|
Location
|
|
Gain/(loss) reclassified from Accumulated OCI
into income(b)
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
||||||||
Energy commodity derivative contracts
|
|
$
|
379
|
|
|
$
|
(245
|
)
|
|
Revenues—Commodity sales
|
|
$
|
(8
|
)
|
|
$
|
13
|
|
Interest rate contracts
|
|
(8
|
)
|
|
—
|
|
|
Costs of sales
|
|
(17
|
)
|
|
1
|
|
||||
Foreign currency contracts
|
|
(82
|
)
|
|
(34
|
)
|
|
Other, net
|
|
(23
|
)
|
|
(31
|
)
|
||||
Total
|
|
$
|
289
|
|
|
$
|
(279
|
)
|
|
Total
|
|
$
|
(48
|
)
|
|
$
|
(17
|
)
|
(a)
|
We expect to reclassify an approximate $257 million gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of March 31, 2020 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)
|
Amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).
|
Derivatives in net investment hedging relationships
|
|
Gain/(loss)
recognized in OCI on derivative
|
||||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Foreign currency contracts
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
Derivatives not designated as hedging instruments
|
|
Location
|
|
Gain/(loss) recognized in income on derivatives
|
||||||
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
|
|
2020
|
|
2019
|
||||
Energy commodity derivative contracts
|
|
Revenues—Commodity sales
|
|
$
|
117
|
|
|
$
|
10
|
|
|
|
Costs of sales
|
|
4
|
|
|
(2
|
)
|
||
Total(a)
|
|
|
|
$
|
121
|
|
|
$
|
8
|
|
(a)
|
The three months ended March 31, 2020 and 2019 amounts include approximate gains of $74 million and $8 million, respectively, associated with natural gas, crude and NGL derivative contract settlements.
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||
|
|
Natural Gas Pipelines
|
|
Products Pipelines
|
|
Terminals
|
|
CO2
|
|
Corporate and Eliminations
|
|
Total
|
||||||||||||
Revenues from contracts with customers(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Firm services(b)
|
|
$
|
865
|
|
|
$
|
79
|
|
|
$
|
189
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,133
|
|
Fee-based services
|
|
193
|
|
|
260
|
|
|
121
|
|
|
13
|
|
|
—
|
|
|
587
|
|
||||||
Total services
|
|
1,058
|
|
|
339
|
|
|
310
|
|
|
13
|
|
|
—
|
|
|
1,720
|
|
||||||
Commodity sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas sales
|
|
501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
499
|
|
||||||
Product sales
|
|
136
|
|
|
109
|
|
|
3
|
|
|
232
|
|
|
(13
|
)
|
|
467
|
|
||||||
Total commodity sales
|
|
637
|
|
|
109
|
|
|
3
|
|
|
232
|
|
|
(15
|
)
|
|
966
|
|
||||||
Total revenues from contracts with customers
|
|
1,695
|
|
|
448
|
|
|
313
|
|
|
245
|
|
|
(15
|
)
|
|
2,686
|
|
||||||
Other revenues(c)
|
|
180
|
|
|
47
|
|
|
129
|
|
|
64
|
|
|
—
|
|
|
420
|
|
||||||
Total revenues
|
|
$
|
1,875
|
|
|
$
|
495
|
|
|
$
|
442
|
|
|
$
|
309
|
|
|
$
|
(15
|
)
|
|
$
|
3,106
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
|
Natural Gas Pipelines
|
|
Products Pipelines
|
|
Terminals
|
|
CO2
|
|
Corporate and Eliminations
|
|
Total
|
||||||||||||
Revenues from contracts with customers(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Firm services(b)
|
|
$
|
930
|
|
|
$
|
80
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1,259
|
|
Fee-based services
|
|
192
|
|
|
235
|
|
|
148
|
|
|
16
|
|
|
(1
|
)
|
|
590
|
|
||||||
Total services
|
|
1,122
|
|
|
315
|
|
|
398
|
|
|
16
|
|
|
(2
|
)
|
|
1,849
|
|
||||||
Commodity sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas sales
|
|
754
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
753
|
|
||||||
Product sales
|
|
240
|
|
|
66
|
|
|
2
|
|
|
268
|
|
|
(6
|
)
|
|
570
|
|
||||||
Total commodity sales
|
|
994
|
|
|
66
|
|
|
2
|
|
|
269
|
|
|
(8
|
)
|
|
1,323
|
|
||||||
Total revenues from contracts with customers
|
|
2,116
|
|
|
381
|
|
|
400
|
|
|
285
|
|
|
(10
|
)
|
|
3,172
|
|
||||||
Other revenues(c)
|
|
85
|
|
|
43
|
|
|
109
|
|
|
20
|
|
|
—
|
|
|
257
|
|
||||||
Total revenues
|
|
$
|
2,201
|
|
|
$
|
424
|
|
|
$
|
509
|
|
|
$
|
305
|
|
|
$
|
(10
|
)
|
|
$
|
3,429
|
|
(a)
|
Differences between the revenue classifications presented on the consolidated statements of operations 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 index-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 ASC other than in Topic 606 and primarily include leases of $294 million and $218 million and derivative contracts of $104 million and $23 million for the three months ended March 31, 2020 and 2019, respectively. See Note 5 for additional information related to our derivative contracts.
|
Year
|
|
Estimated Revenue
|
||
Nine months ended December 31, 2020
|
|
$
|
3,309
|
|
2021
|
|
3,845
|
|
|
2022
|
|
3,121
|
|
|
2023
|
|
2,529
|
|
|
2024
|
|
2,206
|
|
|
Thereafter
|
|
13,988
|
|
|
Total
|
|
$
|
28,998
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues
|
|
|
|
||||
Natural Gas Pipelines
|
|
|
|
||||
Revenues from external customers
|
$
|
1,861
|
|
|
$
|
2,192
|
|
Intersegment revenues
|
14
|
|
|
9
|
|
||
Products Pipelines
|
495
|
|
|
424
|
|
||
Terminals
|
|
|
|
||||
Revenues from external customers
|
441
|
|
|
508
|
|
||
Intersegment revenues
|
1
|
|
|
1
|
|
||
CO2
|
309
|
|
|
305
|
|
||
Corporate and intersegment eliminations
|
(15
|
)
|
|
(10
|
)
|
||
Total consolidated revenues
|
$
|
3,106
|
|
|
$
|
3,429
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Segment EBDA(a)
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
1,196
|
|
|
$
|
1,203
|
|
Products Pipelines
|
269
|
|
|
276
|
|
||
Terminals
|
257
|
|
|
299
|
|
||
CO2
|
(755)
|
|
|
198
|
|
||
Kinder Morgan Canada
|
—
|
|
|
(2
|
)
|
||
Total Segment EBDA
|
967
|
|
|
1,974
|
|
||
DD&A
|
(565
|
)
|
|
(593
|
)
|
||
Amortization of excess cost of equity investments
|
(32
|
)
|
|
(21
|
)
|
||
General and administrative and corporate charges
|
(165
|
)
|
|
(161
|
)
|
||
Interest, net
|
(436
|
)
|
|
(460
|
)
|
||
Income tax expense
|
(60
|
)
|
|
(172
|
)
|
||
Total consolidated net (loss) income
|
$
|
(291
|
)
|
|
$
|
567
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Natural Gas Pipelines
|
$
|
49,393
|
|
|
$
|
50,310
|
|
Products Pipelines
|
9,310
|
|
|
9,468
|
|
||
Terminals
|
8,840
|
|
|
8,890
|
|
||
CO2
|
2,926
|
|
|
3,523
|
|
||
Corporate assets(b)
|
3,061
|
|
|
1,966
|
|
||
Total consolidated assets
|
$
|
73,530
|
|
|
$
|
74,157
|
|
(a)
|
Includes revenues, earnings from equity investments, other, net, less operating expenses, loss on impairments and divestitures, net, and other income, net.
|
(b)
|
Includes cash and cash equivalents, restricted deposits, certain prepaid assets and deferred charges, including income tax related assets, risk management assets related to derivative contracts, corporate headquarters in Houston, Texas and miscellaneous corporate assets (such as information technology, telecommunications equipment and legacy activity) not allocated to our reportable segments.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income tax expense
|
$
|
60
|
|
|
$
|
172
|
|
Effective tax rate
|
(26.0
|
)%
|
|
23.3
|
%
|
(a)
|
Potential impact to 2020 Adjusted EBITDA for Terminals includes sensitivity to changes in petroleum coke volume.
|
(b)
|
As of March 31, 2020, we had approximately $8.0 billion of fixed-to-floating interest rate swaps on our long-term debt. In March 2020, we fixed the LIBOR component on $2.5 billion of these swaps through the end of 2020 only. As a result, approximately 17% of the principal amount of our debt balance as of March 31, 2020 was subject to variable interest rates—either as short-term or long-term variable rate debt obligations or as fixed-rate debt converted to variable rates through the use of interest rate swaps.
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2020
|
|
2019
|
|
Earnings
increase/(decrease) |
|||||||||
|
(In millions, except percentages)
|
|||||||||||||
Segment EBDA(a)
|
|
|
|
|
|
|
|
|||||||
Natural Gas Pipelines
|
$
|
1,196
|
|
|
$
|
1,203
|
|
|
$
|
(7
|
)
|
|
(1
|
)%
|
Products Pipelines
|
269
|
|
|
276
|
|
|
(7
|
)
|
|
(3
|
)%
|
|||
Terminals
|
257
|
|
|
299
|
|
|
(42
|
)
|
|
(14
|
)%
|
|||
CO2
|
(755
|
)
|
|
198
|
|
|
(953
|
)
|
|
(481
|
)%
|
|||
Kinder Morgan Canada(b)
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
100
|
%
|
|||
Total Segment EBDA
|
967
|
|
|
1,974
|
|
|
(1,007
|
)
|
|
(51
|
)%
|
|||
DD&A
|
(565
|
)
|
|
(593
|
)
|
|
28
|
|
|
5
|
%
|
|||
Amortization of excess cost of equity investments
|
(32
|
)
|
|
(21
|
)
|
|
(11
|
)
|
|
(52
|
)%
|
|||
General and administrative and corporate charges
|
(165
|
)
|
|
(161
|
)
|
|
(4
|
)
|
|
(2
|
)%
|
|||
Interest, net
|
(436
|
)
|
|
(460
|
)
|
|
24
|
|
|
5
|
%
|
|||
(Loss) income before income taxes
|
(231
|
)
|
|
739
|
|
|
(970
|
)
|
|
(131
|
)%
|
|||
Income tax expense
|
(60
|
)
|
|
(172
|
)
|
|
112
|
|
|
65
|
%
|
|||
Net (loss) income
|
(291
|
)
|
|
567
|
|
|
(858
|
)
|
|
(151
|
)%
|
|||
Net income attributable to noncontrolling interests
|
(15
|
)
|
|
(11
|
)
|
|
(4
|
)
|
|
(36
|
)%
|
|||
Net (loss) income attributable to Kinder Morgan, Inc.
|
(306
|
)
|
|
556
|
|
|
(862
|
)
|
|
(155
|
)%
|
(a)
|
Includes revenues, earnings from equity investments, and other, net, less operating expenses, loss on impairments and divestitures, 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 on the TMPL sale.
|
|
Three Months Ended March 31,
|
|
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
|
||||||||||||||||||||||
|
GAAP
|
|
Certain Items
|
|
Adjusted
|
|
GAAP
|
|
Certain Items
|
|
Adjusted
|
|
Adjusted amounts
increase/(decrease) to earnings |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Segment EBDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Natural Gas Pipelines
|
$
|
1,196
|
|
|
$
|
(17
|
)
|
|
$
|
1,179
|
|
|
$
|
1,203
|
|
|
$
|
(2
|
)
|
|
$
|
1,201
|
|
|
$
|
(22
|
)
|
Products Pipelines
|
269
|
|
|
4
|
|
|
273
|
|
|
276
|
|
|
17
|
|
|
293
|
|
|
(20
|
)
|
|||||||
Terminals
|
257
|
|
|
—
|
|
|
257
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|
(42
|
)
|
|||||||
CO2
|
(755
|
)
|
|
930
|
|
|
175
|
|
|
198
|
|
|
(9
|
)
|
|
189
|
|
|
(14
|
)
|
|||||||
Kinder Morgan Canada
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||||
Total Segment EBDA(a)
|
967
|
|
|
917
|
|
|
1,884
|
|
|
1,974
|
|
|
8
|
|
|
1,982
|
|
|
(98
|
)
|
|||||||
DD&A and amortization of excess cost of equity investments
|
(597
|
)
|
|
—
|
|
|
(597
|
)
|
|
(614
|
)
|
|
—
|
|
|
(614
|
)
|
|
17
|
|
|||||||
General and administrative and corporate charges(a)
|
(165
|
)
|
|
25
|
|
|
(140
|
)
|
|
(161
|
)
|
|
3
|
|
|
(158
|
)
|
|
18
|
|
|||||||
Interest, net(a)
|
(436
|
)
|
|
1
|
|
|
(435
|
)
|
|
(460
|
)
|
|
2
|
|
|
(458
|
)
|
|
23
|
|
|||||||
(Loss) income before income taxes
|
(231
|
)
|
|
943
|
|
|
712
|
|
|
739
|
|
|
13
|
|
|
752
|
|
|
(40
|
)
|
|||||||
Income tax expense(b)
|
(60
|
)
|
|
(96
|
)
|
|
(156
|
)
|
|
(172
|
)
|
|
2
|
|
|
(170
|
)
|
|
14
|
|
|||||||
Net (loss) income
|
(291
|
)
|
|
847
|
|
|
556
|
|
|
567
|
|
|
15
|
|
|
582
|
|
|
(26
|
)
|
|||||||
Net income attributable to noncontrolling interests(a)
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
(4
|
)
|
|||||||
Net (loss) income attributable to Kinder Morgan, Inc.
|
$
|
(306
|
)
|
|
$
|
847
|
|
|
$
|
541
|
|
|
$
|
556
|
|
|
$
|
15
|
|
|
$
|
571
|
|
|
$
|
(30
|
)
|
(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.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Net (loss) income attributable to Kinder Morgan, Inc. (GAAP)
|
$
|
(306
|
)
|
|
$
|
556
|
|
Total Certain Items
|
847
|
|
|
15
|
|
||
Adjusted Earnings(a)
|
541
|
|
|
571
|
|
||
DD&A and amortization of excess cost of equity investments for DCF(b)
|
691
|
|
|
708
|
|
||
Income tax expense for DCF(a)(b)
|
181
|
|
|
195
|
|
||
Cash taxes(c)
|
(3
|
)
|
|
(13
|
)
|
||
Sustaining capital expenditures(c)
|
(141
|
)
|
|
(115
|
)
|
||
Other items(d)
|
(8
|
)
|
|
25
|
|
||
DCF
|
$
|
1,261
|
|
|
$
|
1,371
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions, except per share amounts)
|
||||||
Natural Gas Pipelines
|
$
|
1,179
|
|
|
$
|
1,201
|
|
Products Pipelines
|
273
|
|
|
293
|
|
||
Terminals
|
257
|
|
|
299
|
|
||
CO2
|
175
|
|
|
189
|
|
||
Adjusted Segment EBDA(a)
|
1,884
|
|
|
1,982
|
|
||
General and administrative and corporate charges(a)
|
(140
|
)
|
|
(158
|
)
|
||
KMI’s share of joint venture DD&A and income tax expense(a)(e)
|
119
|
|
|
126
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)(a)
|
(15
|
)
|
|
(3
|
)
|
||
Adjusted EBITDA
|
1,848
|
|
|
1,947
|
|
||
Interest, net(a)
|
(435
|
)
|
|
(458
|
)
|
||
Cash taxes(c)
|
(3
|
)
|
|
(13
|
)
|
||
Sustaining capital expenditures(c)
|
(141
|
)
|
|
(115
|
)
|
||
KML noncontrolling interests DCF adjustments(f)
|
—
|
|
|
(15
|
)
|
||
Other items(d)
|
(8
|
)
|
|
25
|
|
||
DCF
|
$
|
1,261
|
|
|
$
|
1,371
|
|
|
|
|
|
||||
Adjusted Earnings per common share
|
$
|
0.24
|
|
|
$
|
0.25
|
|
Weighted average common shares outstanding for dividends(g)
|
2,277
|
|
|
2,275
|
|
||
DCF per common share
|
$
|
0.55
|
|
|
$
|
0.60
|
|
Declared dividends per common share
|
$
|
0.2625
|
|
|
$
|
0.25
|
|
(a)
|
Amounts are adjusted for Certain Items.
|
(b)
|
Includes KMI’s share of DD&A or income tax expense from joint ventures as applicable. 2019 amounts are also net of DD&A or income tax expense attributable to KML noncontrolling interests. 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)
|
2019 amount represents 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.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Net (loss) income (GAAP)
|
$
|
(291
|
)
|
|
$
|
567
|
|
Certain Items:
|
|
|
|
||||
Fair value amortization
|
(8
|
)
|
|
(8
|
)
|
||
Legal, environmental and taxes other than income tax reserves
|
(8
|
)
|
|
17
|
|
||
Change in fair value of derivative contracts(a)
|
(36
|
)
|
|
10
|
|
||
Loss on impairments and divestitures, net(b)
|
371
|
|
|
2
|
|
||
Loss on impairment of goodwill(c)
|
600
|
|
|
—
|
|
||
Income tax Certain Items
|
(96
|
)
|
|
2
|
|
||
Other
|
24
|
|
|
(8
|
)
|
||
Total Certain Items
|
847
|
|
|
15
|
|
||
DD&A and amortization of excess cost of equity investments
|
597
|
|
|
614
|
|
||
Income tax expense(d)
|
156
|
|
|
170
|
|
||
KMI’s share of joint venture DD&A and income tax expense(d)(e)
|
119
|
|
|
126
|
|
||
Interest, net(d)
|
435
|
|
|
458
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests(d))
|
(15
|
)
|
|
(3
|
)
|
||
Adjusted EBITDA
|
$
|
1,848
|
|
|
$
|
1,947
|
|
(a)
|
Gains or losses are reflected in our DCF when realized.
|
(b)
|
2020 amount primarily includes: (i) pre-tax non-cash losses of $350 million and $21 million for asset impairments related to oil and gas producing assets in our CO2 business segment driven by low oil price and assets in our Products Pipelines business segment, respectively, and are reported within “Loss on impairments and divestitures, net” on our Consolidated Earnings Results (GAAP) table above.
|
(c)
|
2020 amount represents a non-cash impairment of goodwill associated with our CO2 reporting unit.
|
(d)
|
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.
|
(e)
|
KMI’s share of unconsolidated joint venture DD&A and income tax expense, net of consolidating joint venture partners’ share of DD&A.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
DD&A (GAAP)
|
$
|
565
|
|
|
$
|
593
|
|
Amortization of excess cost of equity investments (GAAP)
|
32
|
|
|
21
|
|
||
DD&A and amortization of excess cost of equity investments
|
597
|
|
|
614
|
|
||
Our share of joint venture DD&A
|
94
|
|
|
99
|
|
||
DD&A attributable to KML noncontrolling interests
|
—
|
|
|
(5
|
)
|
||
DD&A and amortization of excess cost of equity investments for DCF
|
$
|
691
|
|
|
$
|
708
|
|
|
|
|
|
||||
Income tax expense (GAAP)
|
$
|
60
|
|
|
$
|
172
|
|
Certain Items
|
96
|
|
|
(2
|
)
|
||
Income tax expense(a)
|
156
|
|
|
170
|
|
||
Our share of taxable joint venture income tax expense(a)
|
25
|
|
|
27
|
|
||
Income tax expense attributable to KML noncontrolling interests(a)
|
—
|
|
|
(2
|
)
|
||
Income tax expense for DCF(a)
|
$
|
181
|
|
|
$
|
195
|
|
|
|
|
|
||||
Net income attributable to KML noncontrolling interests
|
$
|
—
|
|
|
$
|
8
|
|
KML noncontrolling interests associated with Certain Items
|
—
|
|
|
—
|
|
||
KML noncontrolling interests(a)
|
—
|
|
|
8
|
|
||
DD&A attributable to KML noncontrolling interests
|
—
|
|
|
5
|
|
||
Income tax expense attributable to KML noncontrolling interests(a)
|
—
|
|
|
2
|
|
||
KML noncontrolling interests DCF adjustments(a)
|
$
|
—
|
|
|
$
|
15
|
|
|
|
|
|
||||
Net income attributable to noncontrolling interests (GAAP)
|
$
|
15
|
|
|
$
|
11
|
|
Less: KML noncontrolling interests(a)
|
—
|
|
|
8
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests(a))
|
15
|
|
|
3
|
|
||
Noncontrolling interests associated with Certain Items
|
—
|
|
|
—
|
|
||
Net income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)
|
$
|
15
|
|
|
$
|
3
|
|
|
|
|
|
||||
Additional joint venture information:
|
|
|
|
||||
Our share of joint venture DD&A
|
$
|
94
|
|
|
$
|
99
|
|
Our share of joint venture income tax expense(a)
|
25
|
|
|
27
|
|
||
Our share of joint venture DD&A and income tax expense(a)
|
$
|
119
|
|
|
$
|
126
|
|
|
|
|
|
||||
Our share of taxable joint venture cash taxes
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
Our share of joint venture sustaining capital expenditures
|
$
|
(26
|
)
|
|
$
|
(19
|
)
|
(a)
|
Amounts are adjusted for Certain Items.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
1,875
|
|
|
$
|
2,201
|
|
Operating expenses
|
(848
|
)
|
|
(1,167
|
)
|
||
Other income
|
1
|
|
|
1
|
|
||
Earnings from equity investments
|
164
|
|
|
159
|
|
||
Other, net
|
4
|
|
|
9
|
|
||
Segment EBDA
|
1,196
|
|
|
1,203
|
|
||
Certain Items(a)(b)
|
(17)
|
|
|
(2
|
)
|
||
Adjusted Segment EBDA
|
$
|
1,179
|
|
|
$
|
1,201
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Adjusted revenues
|
$
|
(358
|
)
|
|
(16
|
)%
|
|
Adjusted Segment EBDA
|
(22
|
)
|
|
(2
|
)%
|
||
|
|
|
|
||||
Volumetric data(c)
|
|
|
|
||||
Transport volumes (BBtu/d)
|
39,095
|
|
|
36,044
|
|
||
Sales volumes (BBtu/d)
|
2,495
|
|
|
2,332
|
|
||
Gathering volumes (BBtu/d)
|
3,361
|
|
|
3,301
|
|
||
NGLs (MBbl/d)
|
30
|
|
|
32
|
|
(a)
|
Includes revenue Certain Item amounts of $(24) million and $8 million for 2020 and 2019, 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 2020 and 2019 periods.
|
(b)
|
Includes non-revenue Certain Item amounts of $7 million and $(10) million for 2020 and 2019, respectively. 2020 amount is primarily related to increase in expense associated with a certain EPNG litigation matter. 2019 amount is primarily related to an increase in earnings for our share of certain equity investees’ amortization of regulatory liabilities.
|
(c)
|
Joint venture throughput is reported at our ownership share. Volumes for assets sold are excluded for all periods presented.
|
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Midstream
|
$
|
(43
|
)
|
|
(12
|
)%
|
|
$
|
(449
|
)
|
|
(33
|
)%
|
East Region
|
20
|
|
|
4
|
%
|
|
45
|
|
|
8
|
%
|
||
West Region
|
1
|
|
|
—
|
%
|
|
10
|
|
|
3
|
%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
36
|
|
|
95
|
%
|
||
Total Natural Gas Pipelines
|
$
|
(22
|
)
|
|
(2
|
)%
|
|
$
|
(358
|
)
|
|
(16
|
)%
|
•
|
Midstream’s decrease of $43 million (12%) was primarily due to the sale of the Cochin Pipeline on December 16, 2019 to Pembina, lower volumes on KinderHawk Field Services and Oklahoma assets, lower rates on our North Texas assets and lower sales margins on our Texas intrastate operations. These decreases were partially offset by higher volumes on
|
•
|
East Region’s increase of $20 million (4%) was primarily due to increases in earnings from ELC and Southern LNG Company, L.L.C. resulting from five of ten liquefaction units (part of the Elba Liquefaction project) being placed into service in the later part of 2019 and first quarter 2020 partially offset by reduced contributions from TGP due to historically mild weather in the Northeast and the impact of the FERC 501-G rate settlement; and
|
•
|
West Region’s increase of $1 million (—%) was primarily due to increases in earnings from EPNG and CIG driven by increased revenues due to expansion in the Permian Basin and the Denver Julesburg basin, respectively, partially offset by decreased equity earnings from Ruby Pipeline Company due to lower transportation revenues.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
495
|
|
|
$
|
424
|
|
Operating expenses
|
(221
|
)
|
|
(166
|
)
|
||
Loss on impairments and divestitures, net
|
(21
|
)
|
|
—
|
|
||
Earnings from equity investments
|
15
|
|
|
18
|
|
||
Other, net
|
1
|
|
|
—
|
|
||
Segment EBDA
|
269
|
|
|
276
|
|
||
Certain Items(a)
|
4
|
|
|
17
|
|
||
Adjusted Segment EBDA
|
$
|
273
|
|
|
$
|
293
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Adjusted revenues
|
$
|
71
|
|
|
17
|
%
|
|
Adjusted Segment EBDA
|
(20
|
)
|
|
(7
|
)%
|
||
|
|
|
|
||||
Volumetric data(b)
|
|
|
|
||||
Gasoline(c)
|
961
|
|
|
980
|
|
||
Diesel fuel
|
358
|
|
|
337
|
|
||
Jet fuel
|
293
|
|
|
294
|
|
||
Total refined product volumes
|
1,612
|
|
|
1,611
|
|
||
Crude and condensate
|
702
|
|
|
643
|
|
||
Total delivery volumes (MBbl/d)
|
2,314
|
|
|
2,254
|
|
(a)
|
Includes non-revenue Certain Item amounts of $4 million and $17 million for 2020 and 2019, respectively. 2020 amount includes a non-cash loss on impairment of our Belton Terminal of $21 million and a $17 million favorable adjustment for tax reserves, other than income taxes. 2019 amount is related to an unfavorable adjustment of tax reserves, other than income taxes.
|
(b)
|
Joint venture throughput is reported at our ownership share.
|
(c)
|
Volumes include ethanol pipeline volumes.
|
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Crude and Condensate
|
$
|
(17
|
)
|
|
(15
|
)%
|
|
$
|
54
|
|
|
34
|
%
|
Southeast Refined Products
|
(13
|
)
|
|
(20
|
)%
|
|
10
|
|
|
10
|
%
|
||
West Coast Refined Products
|
10
|
|
|
9
|
%
|
|
7
|
|
|
4
|
%
|
||
Total Products Pipelines
|
$
|
(20
|
)
|
|
(7
|
)%
|
|
$
|
71
|
|
|
17
|
%
|
•
|
Crude and Condensate’s decrease of $17 million (15%) was primarily due to decreased earnings from Kinder Morgan Crude & Condensate Pipeline (KMCC) and the Bakken Crude assets as a result of unfavorable inventory adjustments driven by declines in commodity prices during the first quarter of 2020. KMCC’s decreased earnings were also impacted by lower contracted rates partially offset by higher volumes. These decreases were partially offset by increased earnings from KMCC - Splitter primarily due to higher volumes driven by the Desalter project which was placed into service in May 2019 and associated processing fees. Overall Crude and Condensate revenues increased primarily due to increased volumes which were largely offset by a corresponding increase in costs of sales;
|
•
|
Southeast Refined Products’ decrease of $13 million (20%) was primarily due to decreased earnings from our Transmix processing operations driven by unfavorable inventory adjustments driven by commodity price declines during the first quarter 2020. The increase in revenues was primarily due to higher commodity sales revenues driven by a new customer contract which was offset by a corresponding increase in costs of sales; and
|
•
|
West Coast Refined Products’ increase of $10 million (9%) was primarily due to increased earnings on Pacific (SFPP) operations driven by an increase in services revenues as a result of higher tariff rates.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
442
|
|
|
$
|
509
|
|
Operating expenses
|
(192
|
)
|
|
(216
|
)
|
||
Earnings from equity investments
|
5
|
|
|
5
|
|
||
Other, net
|
2
|
|
|
1
|
|
||
Segment EBDA
|
257
|
|
|
299
|
|
||
Certain Items
|
—
|
|
|
—
|
|
||
Adjusted Segment EBDA
|
$
|
257
|
|
|
$
|
299
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Adjusted revenues
|
$
|
(67
|
)
|
|
(13
|
)%
|
|
Adjusted Segment EBDA
|
(42
|
)
|
|
(14
|
)%
|
||
|
|
|
|
||||
Volumetric data(a)
|
|
|
|
||||
Liquids tankage capacity available for service (MMBbl)
|
79.5
|
|
|
79.3
|
|
||
Liquids utilization %(b)
|
93.7
|
%
|
|
94.0
|
%
|
||
Bulk transload tonnage (MMtons)
|
13.0
|
|
|
13.6
|
|
(a)
|
Volumes for assets sold are excluded for all periods presented.
|
(b)
|
The ratio of our tankage capacity in service to tankage capacity available for service.
|
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Alberta Canada
|
$
|
(33
|
)
|
|
(100
|
)%
|
|
$
|
(49
|
)
|
|
(100
|
)%
|
West Coast
|
(6
|
)
|
|
(100
|
)%
|
|
(16
|
)
|
|
(100
|
)%
|
||
All others (including intrasegment eliminations)
|
(3
|
)
|
|
(1
|
)%
|
|
(2
|
)
|
|
—
|
%
|
||
Total Terminals
|
$
|
(42
|
)
|
|
(14
|
)%
|
|
$
|
(67
|
)
|
|
(13
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions, except operating statistics)
|
||||||
Revenues
|
$
|
309
|
|
|
$
|
305
|
|
Operating expenses
|
(122
|
)
|
|
(117
|
)
|
||
Loss on impairments and divestitures, net
|
(950
|
)
|
|
—
|
|
||
Earnings from equity investments
|
8
|
|
|
10
|
|
||
Segment EBDA
|
(755
|
)
|
|
198
|
|
||
Certain Items(a)(b)
|
930
|
|
|
(9
|
)
|
||
Adjusted Segment EBDA
|
$
|
175
|
|
|
$
|
189
|
|
|
|
|
|
||||
Change from prior period
|
Increase/(Decrease)
|
||||||
Adjusted revenues
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
Adjusted Segment EBDA
|
(14
|
)
|
|
(7
|
)%
|
||
|
|
|
|
||||
Volumetric data
|
|
|
|
||||
SACROC oil production
|
23.2
|
|
|
24.4
|
|
||
Yates oil production
|
7.0
|
|
|
7.3
|
|
||
Katz and Goldsmith oil production
|
3.4
|
|
|
4.1
|
|
||
Tall Cotton oil production
|
2.4
|
|
|
2.6
|
|
||
Total oil production, net (MBbl/d)(c)
|
36.0
|
|
|
38.4
|
|
||
NGL sales volumes, net (MBbl/d)(c)
|
9.8
|
|
|
10.1
|
|
||
CO2 production, net (Bcf/d)
|
0.5
|
|
|
0.6
|
|
||
Realized weighted-average oil price per Bbl
|
$
|
54.61
|
|
|
$
|
48.67
|
|
Realized weighted-average NGL price per Bbl
|
$
|
19.74
|
|
|
$
|
25.98
|
|
(a)
|
Includes revenue Certain Item amounts of $(20) million and $(9) million for 2020 and 2019, respectively, related to unrealized gains associated with derivative contracts used to hedge forecasted commodity sales.
|
(b)
|
Includes non-revenue Certain Item amount of $950 million for 2020 resulting from a $600 million goodwill impairment on our CO2 reporting unit and non-cash impairments of $350 million on most of our oil and gas producing assets.
|
(c)
|
Net of royalties and outside working interests.
|
|
Adjusted Segment EBDA
increase/(decrease)
|
|
Adjusted revenues
increase/(decrease)
|
||||||||||
|
(In millions, except percentages)
|
||||||||||||
Source and Transportation activities
|
$
|
(14
|
)
|
|
(18
|
)%
|
|
$
|
(16
|
)
|
|
(16
|
)%
|
Oil and Gas Producing activities
|
—
|
|
|
—
|
%
|
|
5
|
|
|
2
|
%
|
||
Intrasegment eliminations
|
—
|
|
|
—
|
%
|
|
4
|
|
|
57
|
%
|
||
Total CO2
|
$
|
(14
|
)
|
|
(7
|
)%
|
|
$
|
(7
|
)
|
|
(2
|
)%
|
•
|
decrease of $14 million (18%) from our Source and Transportation activities primarily due to a decrease of $19 million related to lower CO2 sales volumes partially offset by higher CO2 sales driven by higher contract sales prices and lower operating expenses; and
|
•
|
flat (—%) from our Oil and Gas Producing activities due to increased revenues of $5 million driven by higher realized crude oil prices which increased revenues by $13 million and was offset by lower volumes which reduced revenues by $8 million, and higher operating expenses of $5 million.
|
|
Three Months Ended March 31,
|
|
Earnings
increase/(decrease)
|
|||||||||||
|
2020
|
|
2019
|
|
||||||||||
|
(In millions, except percentages)
|
|||||||||||||
General and administrative (GAAP)
|
$
|
(153
|
)
|
|
$
|
(154
|
)
|
|
$
|
1
|
|
|
1
|
%
|
Corporate charges
|
(12
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(71
|
)%
|
|||
Certain Items(a)
|
25
|
|
|
3
|
|
|
22
|
|
|
733
|
%
|
|||
General and administrative and corporate charges(b)
|
$
|
(140
|
)
|
|
$
|
(158
|
)
|
|
$
|
18
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|||||||
Interest, net (GAAP)
|
$
|
(436
|
)
|
|
$
|
(460
|
)
|
|
$
|
24
|
|
|
5
|
%
|
Certain Items(c)
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
(50
|
)%
|
|||
Interest, net(b)
|
$
|
(435
|
)
|
|
$
|
(458
|
)
|
|
$
|
23
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests (GAAP)
|
$
|
(15
|
)
|
|
$
|
(11
|
)
|
|
$
|
(4
|
)
|
|
(36
|
)%
|
(a)
|
2020 amount includes an increase in expense of $23 million associated with the non-cash fair value adjustment and the dividend accrual on the Pembina common stock.
|
(b)
|
Amounts are adjusted for Certain Items.
|
(c)
|
2020 and 2019 amounts include (i) decreases in interest expense of $8 million for each period related to non-cash debt fair value adjustments associated with acquisitions and (ii) increases in expense of $11 million and $10 million, respectively, related to non-cash mismatches between the change in fair value of interest rate swaps and change in fair value of hedged debt.
|
|
Three Months Ended March 31, 2020
|
|
2020 Remaining
|
|
Total 2020(a)
|
||||||
|
(In millions)
|
||||||||||
Sustaining capital expenditures(b)(c)
|
$
|
141
|
|
|
$
|
524
|
|
|
$
|
665
|
|
Discretionary capital investments(c)(d)(e)
|
542
|
|
|
1,151
|
|
|
1,693
|
|
(a)
|
Amounts include reductions due to revised outlook, as discussed above in “—General.”
|
(b)
|
Three months ended March 31, 2020, 2020 Remaining, and Total 2020 amounts include $26 million, $89 million, and $115 million, respectively, for our proportionate share of certain equity investees’ and certain consolidating joint venture subsidiaries’ sustaining capital expenditures.
|
(c)
|
Three months ended March 31, 2020 amount include $43 million of net changes from accrued capital expenditures, contractor retainage, and other.
|
(d)
|
Three months ended March 31, 2020 amount includes $174 million of our contributions to certain unconsolidated joint ventures for capital investments.
|
(e)
|
Amounts include our actual or estimated contributions to certain equity investees, net of actual or estimated contributions from certain partners in non-wholly owned consolidated subsidiaries for capital investments.
|
•
|
a $211 million increase in cash resulting from $134 million of net income tax payments in the 2020 period compared to $345 million of net income tax payments in the 2019 period, both primarily for foreign income taxes mostly associated with the TMPL sale. The income tax payment for the 2020 period also included a $20 million refund received related to alternative minimum tax sequestration credits; and
|
•
|
a $47 million increase in cash from other operating activities in the 2020 period compared to the 2019 period.
|
•
|
a $923 million increase in cash primarily due to $907 million of proceeds received from the sale of the Pembina shares in the 2020 period;
|
•
|
a $180 million decrease in cash used for contributions to equity investments driven by lower contributions to Gulf Coast Express Pipeline LLC and Permian Highway Pipeline LLC in the 2020 period compared with the 2019 period, partially offset by contributions made to SNG in the 2020 period; and
|
•
|
a $114 million decrease in capital expenditures in the 2020 period over the comparative 2019 period primarily due to lower expenditures on the Elba Liquefaction expansion.
|
•
|
a $1,742 million net decrease in cash used related to debt activity as a result of $149 million of net debt issuances in the 2020 period compared to $1,593 million of net debt payments in the 2019 period. See Note 3 “Debt” for further information regarding our debt activity;
|
•
|
an $879 million increase in cash reflecting distribution of the TMPL sale proceeds to the owners of KML restricted voting shares in the 2019 period; partially offset by,
|
•
|
a $114 million increase in dividend payments to our common shareholders; and
|
•
|
a $48 million increase in cash used due to an increase in common shares repurchased under our common share buy-back program in the 2020 period compared to the 2019 period.
|
Three months ended
|
|
Total quarterly dividend per share for the period
|
|
Date of declaration
|
|
Date of record
|
|
Date of dividend
|
||
December 31, 2019
|
|
$
|
0.25
|
|
|
January 22, 2020
|
|
February 3, 2020
|
|
February 18, 2020
|
March 31, 2020
|
|
0.2625
|
|
|
April 22, 2020
|
|
May 4, 2020
|
|
May 15, 2020
|
Summarized Combined Balance Sheet Information
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
$
|
2,762
|
|
|
$
|
1,918
|
|
Current assets - affiliates
|
1,288
|
|
|
1,146
|
|
||
Noncurrent assets
|
63,206
|
|
|
63,298
|
|
||
Noncurrent assets - affiliates
|
449
|
|
|
441
|
|
||
Total Assets
|
$
|
67,705
|
|
|
$
|
66,803
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
$
|
5,210
|
|
|
$
|
4,569
|
|
Current liabilities - affiliates
|
1,175
|
|
|
1,139
|
|
||
Noncurrent liabilities
|
33,105
|
|
|
33,612
|
|
||
Noncurrent liabilities - affiliates
|
1,429
|
|
|
1,325
|
|
||
Total Liabilities
|
40,919
|
|
|
40,645
|
|
||
Redeemable Noncontrolling Interest
|
793
|
|
|
803
|
|
||
Kinder Morgan, Inc.’s stockholders’ equity
|
25,993
|
|
|
25,355
|
|
||
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
|
$
|
67,705
|
|
|
$
|
66,803
|
|
Summarized Combined Income Statement Information
|
Three Months Ended March 31, 2020
|
||
Revenues
|
$
|
2,856
|
|
Operating income
|
462
|
|
|
Net income
|
147
|
|
Our Purchases of Our Class P Shares
|
||||||||||||||
Period
|
|
Total number of securities purchased(a)
|
|
Average price paid per security(b)
|
|
Total number of securities purchased as part of publicly announced plans(a)
|
|
Maximum number (or approximate dollar value) of securities that may yet be purchased under the plans or programs
|
||||||
January 1 to January 31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,474,909,370
|
|
February 1 to February 29, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,474,909,370
|
|
March 1 to March 31, 2020
|
|
3,588,486
|
|
|
$
|
13.93
|
|
|
3,588,486
|
|
|
$
|
1,424,909,386
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
3,588,486
|
|
|
$
|
13.93
|
|
|
3,588,486
|
|
|
$
|
1,424,909,386
|
|
(a)
|
On July 19, 2017, our board of directors approved a $2 billion common share buy-back program that began in December 2017. After repurchase, the shares are canceled and no longer outstanding.
|
(b)
|
Amount excludes any commission or other costs to repurchase shares.
|
Exhibit
Number Description
|
|||
10.1
|
|
|
|
|
|
|
|
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 Operations for the three months ended March 31, 2020 and 2019; (ii) our Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2020 and 2019; (iii) our Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019; (iv) our Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019; (v) our Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2020 and 2019; 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.
|
|
|
|
Registrant
|
Date:
|
April 28, 2020
|
|
By:
|
|
/s/ David P. Michels
|
|
|
|
|
|
David P. Michels
Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
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.
|
|
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: March 31, 2020
|
||
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.
|
|
2.90% bonds
|
|
March 1, 2030
|
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: March 31, 2020
|
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: March 31, 2020
|
||
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: March 31, 2020
|
||
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: March 31, 2020
|
|
|
|
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
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Kinder Morgan Portland Jet Line LLC
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PI 2 Pelican State LLC
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Kinder Morgan Production Company LLC
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Pinney Dock & Transport LLC
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Schedule II
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(Guarantors)
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Current as of: March 31, 2020
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Queen City Terminals LLC
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Rahway River Land LLC
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River Terminals Properties GP LLC
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River Terminal Properties, L.P.
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ScissorTail Energy, LLC
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SNG Pipeline Services Company, L.L.C.
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Southern Dome, LLC
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Southern Gulf LNG Company, L.L.C.
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Southern Liquefaction Company LLC
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Southern LNG Company, L.L.C.
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Southern Oklahoma Gathering LLC
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SouthTex Treaters LLC
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Southwest Florida Pipeline LLC
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SRT Vessels LLC
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Stevedore Holdings, L.P.
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Tejas Gas, LLC
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Tejas Natural Gas, LLC
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Tennessee Gas Pipeline Company, L.L.C.
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Tennessee Gas Pipeline Issuing Corporation
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Texan Tug LLC
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TGP Pipeline Services Company, L.L.C.
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TransColorado Gas Transmission Company LLC
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Transload Services, LLC
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Utica Marcellus Texas Pipeline LLC
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Western Plant Services LLC
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Wyoming Interstate Company, L.L.C.
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SCHEDULE III
Excluded Subsidiaries |
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ANR Real Estate Corporation
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Coastal Eagle Point Oil Company
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Coastal Oil New England, Inc.
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Colton Processing Facility
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Coscol Petroleum Corporation
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El Paso CGP Company, L.L.C.
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El Paso Energy Capital Trust I
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El Paso Energy E.S.T. Company
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El Paso Energy International Company
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El Paso Marketing Company, L.L.C.
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El Paso Merchant Energy North America Company, L.L.C.
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El Paso Merchant Energy-Petroleum Company
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El Paso Reata Energy Company, L.L.C.
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El Paso Remediation Company
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El Paso Services Holding Company
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EPEC Corporation
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EPEC Oil Company Liquidating Trust
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EPEC Polymers, Inc.
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EPED Holding Company
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KN Capital Trust I
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KN Capital Trust III
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Mesquite Investors, L.L.C.
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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”.
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1.
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I have reviewed this quarterly report on Form 10-Q 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:
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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)
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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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April 28, 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 quarterly report on Form 10-Q 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:
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(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;
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(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;
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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):
|
(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)
|
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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April 28, 2020
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/s/ David P. Michels
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David P. Michels
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Vice President and Chief Financial Officer
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Date:
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April 28, 2020
|
/s/ Steven J. Kean
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|
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Steven J. Kean
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|
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Chief Executive Officer
|
Date:
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April 28, 2020
|
/s/ David P. Michels
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David P. Michels
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Vice President and Chief Financial Officer
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