Guarantees [Text Block] |
Guarantee of Securities of Subsidiaries
KMI, along with its direct and indirect subsidiaries KMP and Copano, are issuers of certain public debt securities. After the completion of the Merger Transactions, KMI, KMP, Copano and substantially all of KMI’s wholly owned domestic subsidiaries, entered into a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement. Accordingly, with the exception of certain subsidiaries identified as Subsidiary Non-Guarantors, the parent issuer, subsidiary issuers and other subsidiaries are all guarantors of each series of public debt. As a result of the cross guarantee agreement, a holder of any of the guaranteed public debt securities issued by KMI, KMP or Copano are in the same position with respect to the net assets, income and cash flows of KMI and the Subsidiary Issuers and Guarantors. The only amounts that are not available to the holders of each of the guaranteed public debt securities to satisfy the repayment of such securities are the net assets, income and cash flows of the Subsidiary Non-Guarantors.
In lieu of providing separate financial statements for each subsidiary issuer and guarantor, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC’s Regulation S-X. We have presented each of the parent and subsidiary issuers in separate columns in this single set of condensed consolidating financial statements.
Excluding fair value adjustments, as of March 31, 2016, Parent Issuer and Guarantor, Subsidiary Issuer and Guarantor-KMP, Subsidiary Issuer and Guarantor-Copano, and Subsidiary Guarantors had $15,291 million, $19,485 million, $332 million, and $5,784 million, respectively, of Guaranteed Notes outstanding. Included in the Subsidiary Guarantors debt balance as presented in the accompanying March 31, 2016 condensed consolidating balance sheets is approximately $174 million of capitalized lease debt that is not subject to the cross guarantee agreement.
The accounts within the Parent Issuer and Guarantor, Subsidiary Issuer and Guarantor-KMP, Subsidiary Issuer and Guarantor-Copano, Subsidiary Guarantors and Subsidiary Non-Guarantors are presented using the equity method of accounting for investments in subsidiaries, including subsidiaries that are guarantors and non-guarantors, for purposes of these condensed consolidating financial statements only. These intercompany investments and related activity eliminate in consolidation and are presented separately in the accompanying balance sheets and statements of income and cash flows.
A significant amount of each Issuers’ income and cash flow is generated by its respective subsidiaries. As a result, the funds necessary to meet its debt service and/or guarantee obligations are provided in large part by distributions or advances it receives from its respective subsidiaries. We utilize a centralized cash pooling program among our majority-owned and consolidated subsidiaries, including the Subsidiary Issuers and Guarantors and Subsidiary Non-Guarantors. The following Condensed Consolidating Statements of Cash Flows present the intercompany loan and distribution activity, as well as cash collection and payments made on behalf of our subsidiaries, as cash activities.
Effective December 31, 2015, Kinder Morgan (Delaware), Inc. and Kinder Morgan Services LLC merged into KMI. As a result of such merger, both entities are no longer Subsidiary Guarantors, and for all periods presented, financial statement balances and activities for Kinder Morgan (Delaware), Inc. and Kinder Morgan Services LLC are reflected within the Parent Issuer and Guarantor column.
Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2016 (In Millions) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent Issuer and Guarantor | | Subsidiary Issuer and Guarantor - KMP | | Subsidiary Issuer and Guarantor - Copano | | Subsidiary Guarantors | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated KMI | Total Revenues | | $ | 9 |
| | $ | — |
| | $ | — |
| | $ | 2,825 |
| | $ | 370 |
| | $ | (9 | ) | | $ | 3,195 |
| | | | | | | | | | | | | | | | Operating Costs, Expenses and Other | | | | | | | | | | | | | | | Costs of sales | | — |
| | — |
| | — |
| | 652 |
| | 76 |
| | 3 |
| | 731 |
| Depreciation, depletion and amortization | | 5 |
| | — |
| | — |
| | 456 |
| | 90 |
| | — |
| | 551 |
| Other operating expenses | | 19 |
| | 2 |
| | — |
| | 813 |
| | 275 |
| | (12 | ) | | 1,097 |
| Total Operating Costs, Expenses and Other | | 24 |
| | 2 |
| | — |
| | 1,921 |
| | 441 |
| | (9 | ) | | 2,379 |
| | | | | | | | | | | | | | | | Operating (loss) income | | (15 | ) | | (2 | ) | | — |
| | 904 |
| | (71 | ) | | — |
| | 816 |
| | | | | | | | | | | | | | | | Other Income (Expense) | | | | | | | | | | | | | | | Earnings from consolidated subsidiaries | | 658 |
| | 597 |
| | 7 |
| | 13 |
| | 14 |
| | (1,289 | ) | | — |
| Earnings from equity investments | | — |
| | — |
| | — |
| | 94 |
| | — |
| | — |
| | 94 |
| Interest, net | | (170 | ) | | 63 |
| | (12 | ) | | (309 | ) | | (13 | ) | | — |
| | (441 | ) | Amortization of excess cost of equity investments and other, net | | — |
| | — |
| | — |
| | (5 | ) | | 4 |
| | — |
| | (1 | ) | | | | | | | | | | | | | | | | Income (Loss) Before Income Taxes | | 473 |
| | 658 |
| | (5 | ) | | 697 |
| | (66 | ) | | (1,289 | ) | | 468 |
| | | | | | | | | | | | | | | | Income Tax (Expense) Benefit | | (158 | ) | | (2 | ) | | — |
| | 6 |
| | — |
| | — |
| | (154 | ) | | | | | | | | | | | | | | | | Net Income (Loss) | | 315 |
| | 656 |
| | (5 | ) | | 703 |
| | (66 | ) | | (1,289 | ) | | 314 |
| Net Loss Attributable to Noncontrolling Interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| | 1 |
| | | | | | | | | | | | | | | | Net Income (Loss) Attributable to Controlling Interests | | 315 |
| | 656 |
| | (5 | ) | | 703 |
| | (66 | ) | | (1,288 | ) | | 315 |
| | | | | | | | | | | | | | | | Preferred Stock Dividends | | (39 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (39 | ) | Net Income (Loss) Available to Common Stockholders | | $ | 276 |
| | $ | 656 |
| | $ | (5 | ) | | $ | 703 |
|
| $ | (66 | ) | | $ | (1,288 | ) | | $ | 276 |
| | | | | | | | | | | | | | | | Net Income (loss) | | $ | 315 |
| | $ | 656 |
| | $ | (5 | ) | | $ | 703 |
| | $ | (66 | ) | | $ | (1,289 | ) | | $ | 314 |
| Total other comprehensive income (loss) | | 47 |
| | 52 |
| | — |
| | (6 | ) | | 124 |
| | (170 | ) | | 47 |
| Comprehensive income (loss) | | 362 |
| | 708 |
| | (5 | ) | | 697 |
| | 58 |
| | (1,459 | ) | | 361 |
| Comprehensive loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| | 1 |
| Comprehensive income (loss) attributable to controlling interests | | $ | 362 |
| | $ | 708 |
| | $ | (5 | ) | | $ | 697 |
| | $ | 58 |
| | $ | (1,458 | ) | | $ | 362 |
|
Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2015 (In Millions) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent Issuer and Guarantor | | Subsidiary Issuer and Guarantor - KMP | | Subsidiary Issuer and Guarantor - Copano | | Subsidiary Guarantors | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated KMI | Total Revenues | | $ | 9 |
| | $ | — |
| | $ | — |
| | $ | 3,226 |
| | $ | 375 |
| | $ | (13 | ) | | $ | 3,597 |
| | | | | | | | | | | | | | | | Operating Costs, Expenses and Other | | | | | | | | | | | | | | | Costs of sales | | — |
| | — |
| | — |
| | 1,001 |
| | 89 |
| | — |
| | 1,090 |
| Depreciation, depletion and amortization | | 5 |
| | — |
| | — |
| | 442 |
| | 91 |
| | — |
| | 538 |
| Other operating expenses | | 12 |
| | 38 |
| | 1 |
| | 685 |
| | 168 |
| | (13 | ) | | 891 |
| Total Operating Costs, Expenses and Other | | 17 |
| | 38 |
| | 1 |
| | 2,128 |
| | 348 |
| | (13 | ) | | 2,519 |
| | | | | | | | | | | | | | | | Operating (loss) income | | (8 | ) | | (38 | ) | | (1 | ) | | 1,098 |
| | 27 |
| | — |
| | 1,078 |
| | | | | | | | | | | | | | | | Other Income (Expense) | | | | | | | | | | | | | | | Earnings (losses) from consolidated subsidiaries | | 799 |
| | 883 |
| | (23 | ) | | 14 |
| | 16 |
| | (1,689 | ) | | — |
| Earnings from equity investments | | — |
| | — |
| | — |
| | 76 |
| | — |
| | — |
| | 76 |
| Interest, net | | (155 | ) | | (27 | ) | | (12 | ) | | (304 | ) | | (14 | ) | | — |
| | (512 | ) | Amortization of excess cost of equity investments and other, net | | — |
| | — |
| | — |
| | (3 | ) | | 4 |
| | — |
| | 1 |
| | | | | | | | | | | | | | | | Income (Loss) Before Income Taxes | | 636 |
| | 818 |
| | (36 | ) | | 881 |
| | 33 |
| | (1,689 | ) | | 643 |
| | | | | | | | | | | | | | | | Income Tax Expense | | (207 | ) | | (2 | ) | | — |
| | (14 | ) | | (1 | ) | | — |
| | (224 | ) | | | | | | | | | | | | | | | | Net Income (Loss) | | 429 |
| | 816 |
| | (36 | ) | | 867 |
| | 32 |
| | (1,689 | ) | | 419 |
| Net Loss Attributable to Noncontrolling Interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 10 |
| | 10 |
| Net Income (Loss) Attributable to Controlling Interests | | $ | 429 |
| | $ | 816 |
| | $ | (36 | ) | | $ | 867 |
| | $ | 32 |
| | $ | (1,679 | ) | | $ | 429 |
| | | | | | | | | | | | | | | | Net Income (loss) | | $ | 429 |
| | $ | 816 |
| | $ | (36 | ) | | $ | 867 |
| | $ | 32 |
| | $ | (1,689 | ) | | $ | 419 |
| Total other comprehensive loss | | (176 | ) | | (238 | ) | | — |
| | (196 | ) | | (164 | ) | | 598 |
| | (176 | ) | Comprehensive income (loss) | | 253 |
| | 578 |
| | (36 | ) | | 671 |
| | (132 | ) | | (1,091 | ) | | 243 |
| Comprehensive loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 10 |
| | 10 |
| Comprehensive income (loss) attributable to controlling interests | | $ | 253 |
| | $ | 578 |
| | $ | (36 | ) | | $ | 671 |
| | $ | (132 | ) | | $ | (1,081 | ) | | $ | 253 |
|
Condensed Consolidating Balance Sheets as of December 31, 2015 (In Millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent Issuer and Guarantor | | Subsidiary Issuer and Guarantor - KMP | | Subsidiary Issuer and Guarantor - Copano | | Subsidiary Guarantors | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated KMI | ASSETS | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 123 |
| | $ | — |
| | $ | — |
| | $ | 12 |
| | $ | 142 |
| | $ | (48 | ) | | $ | 229 |
| Other current assets - affiliates | | 2,233 |
| | 1,600 |
| | — |
| | 9,451 |
| | 695 |
| | (13,979 | ) | | — |
| All other current assets | | 126 |
| | 119 |
| | — |
| | 2,163 |
| | 195 |
| | (8 | ) | | 2,595 |
| Property, plant and equipment, net | | 252 |
| | — |
| | — |
| | 32,195 |
| | 8,100 |
| | — |
| | 40,547 |
| Investments | | 16 |
| | 2 |
| | — |
| | 5,906 |
| | 116 |
| | — |
| | 6,040 |
| Investments in subsidiaries | | 27,401 |
| | 28,038 |
| | 2,341 |
| | 4,361 |
| | 3,320 |
| | (65,461 | ) | | — |
| Goodwill | | 15,089 |
| | 22 |
| | 287 |
| | 5,221 |
| | 3,171 |
| | — |
| | 23,790 |
| Notes receivable from affiliates | | 850 |
| | 21,319 |
| | — |
| | 2,070 |
| | 380 |
| | (24,619 | ) | | — |
| Deferred income taxes | | 7,501 |
| | — |
| | — |
| | — |
| | — |
| | (2,178 | ) | | 5,323 |
| Other non-current assets | | 215 |
| | 307 |
| | 1 |
| | 4,943 |
| | 114 |
| | — |
| | 5,580 |
| Total assets | | $ | 53,806 |
| | $ | 51,407 |
|
| $ | 2,629 |
|
| $ | 66,322 |
|
| $ | 16,233 |
|
| $ | (106,293 | ) |
| $ | 84,104 |
| | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | | | | | Current portion of debt | | $ | 67 |
| | $ | 500 |
| | $ | — |
| | $ | 132 |
| | $ | 122 |
| | $ | — |
| | $ | 821 |
| Other current liabilities - affiliates | | 1,328 |
| | 8,682 |
| | 39 |
| | 3,216 |
| | 714 |
| | (13,979 | ) | | — |
| All other current liabilities | | 321 |
| | 458 |
| | 7 |
| | 1,987 |
| | 527 |
| | (56 | ) | | 3,244 |
| Long-term debt | | 13,845 |
| | 20,053 |
| | 378 |
| | 7,447 |
| | 683 |
| | — |
| | 42,406 |
| Notes payable to affiliates | | 2,404 |
| | 448 |
| | 622 |
| | 19,840 |
| | 1,305 |
| | (24,619 | ) | | — |
| Deferred income taxes | | — |
| | — |
| | 2 |
| | 594 |
| | 1,582 |
| | (2,178 | ) | | — |
| Other long-term liabilities and deferred credits | | 722 |
| | 193 |
| | — |
| | 907 |
| | 408 |
| | — |
| | 2,230 |
| Total liabilities | | 18,687 |
| | 30,334 |
|
| 1,048 |
|
| 34,123 |
|
| 5,341 |
|
| (40,832 | ) |
| 48,701 |
| | | | | | | | | | | | | | | | Stockholders’ equity | | | | | | | | | | | | | | | Total KMI equity | | 35,119 |
| | 21,073 |
| | 1,581 |
| | 32,199 |
| | 10,892 |
| | (65,745 | ) | | 35,119 |
| Noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 284 |
| | 284 |
| Total stockholders’ Equity | | 35,119 |
|
| 21,073 |
|
| 1,581 |
|
| 32,199 |
|
| 10,892 |
|
| (65,461 | ) |
| 35,403 |
| Total Liabilities and Stockholders’ Equity | | $ | 53,806 |
| | $ | 51,407 |
|
| $ | 2,629 |
|
| $ | 66,322 |
|
| $ | 16,233 |
|
| $ | (106,293 | ) |
| $ | 84,104 |
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2016 (In Millions) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent Issuer and Guarantor | | Subsidiary Issuer and Guarantor - KMP | | Subsidiary Issuer and Guarantor - Copano | | Subsidiary Guarantors | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated KMI | Net cash (used in) provided by operating activities | | $ | (733 | ) | | $ | 1,830 |
| | $ | (131 | ) | | $ | 2,377 |
| | $ | 15 |
| | $ | (2,308 | ) | | $ | 1,050 |
| | | | | | | | | | | | | | | | Cash flows from investing activities | | | | | | | | | | | | | | | Funding to affiliates | | (1,360 | ) | | (759 | ) | | — |
| | (869 | ) | | (109 | ) | | 3,097 |
| | — |
| Capital expenditures | | (24 | ) | | — |
| | — |
| | (340 | ) | | (447 | ) | | — |
| | (811 | ) | Contributions to investments | | (31 | ) | | — |
| | — |
| | (10 | ) | | (3 | ) | | — |
| | (44 | ) | Acquisitions of assets and investments, net of cash acquired | | — |
| | — |
| | — |
| | (330 | ) | | — |
| | — |
| | (330 | ) | Distributions from equity investments in excess of cumulative earnings | | 790 |
| | — |
| | — |
| | 29 |
| | — |
| | (776 | ) | | 43 |
| Other, net | | — |
| | (30 | ) | | — |
| | 30 |
| | (2 | ) | | — |
| | (2 | ) | Net cash used in investing activities | | (625 | ) | | (789 | ) |
| — |
|
| (1,490 | ) |
| (561 | ) |
| 2,321 |
|
| (1,144 | ) | | | | | | | | | | | | | | | | Cash flows from financing activities | | | | | | | | | | | | | | | Issuances of debt | | 4,610 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 4,610 |
| Payments of debt | | (2,729 | ) | | (500 | ) | | — |
| | (1,104 | ) | | (3 | ) | | — |
| | (4,336 | ) | Funding (to) from affiliates | | (314 | ) | | 881 |
| | 131 |
| | 1,878 |
| | 521 |
| | (3,097 | ) | | — |
| Debt issue costs | | (6 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (6 | ) | Cash dividends - common shares | | (279 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (279 | ) | Cash dividends - preferred shares | | (37 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (37 | ) | Contributions from parents | | — |
| | — |
| | — |
| | — |
| | 87 |
| | (87 | ) | | — |
| Contributions from noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | 87 |
| | 87 |
| Distributions to parents | | — |
| | (1,422 | ) | | — |
| | (1,660 | ) | | (41 | ) | | 3,123 |
| | — |
| Distributions to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | (4 | ) | | (4 | ) | Net cash provided by (used in) financing activities | | 1,245 |
| | (1,041 | ) |
| 131 |
|
| (886 | ) |
| 564 |
|
| 22 |
|
| 35 |
| | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | — |
| | — |
| | — |
| | — |
| | 5 |
| | — |
| | 5 |
| | | | | | | | | | | | | | | | Net (decrease) increase in cash and cash equivalents | | (113 | ) | | — |
|
| — |
|
| 1 |
|
| 23 |
|
| 35 |
|
| (54 | ) | Cash and cash equivalents, beginning of period | | 123 |
| | — |
| | — |
| | 12 |
| | 142 |
| | (48 | ) | | 229 |
| Cash and cash equivalents, end of period | | $ | 10 |
| | $ | — |
|
| $ | — |
|
| $ | 13 |
|
| $ | 165 |
|
| $ | (13 | ) |
| $ | 175 |
|
Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2015 (In Millions) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent Issuer and Guarantor | | Subsidiary Issuer and Guarantor - KMP | | Subsidiary Issuer and Guarantor - Copano | | Subsidiary Guarantors | | Subsidiary Non-Guarantors | | Consolidating Adjustments | | Consolidated KMI | Net cash (used in) provided by operating activities | | $ | (300 | ) | | $ | 3,675 |
| | $ | 139 |
| | $ | 500 |
| | $ | (167 | ) | | $ | (2,591 | ) | | $ | 1,256 |
| | | | | | | | | | | | | | | | Cash flows from investing activities | | | | | | | | | | | | | | | Funding to affiliates | | (691 | ) | | (4,664 | ) | | — |
| | (1,364 | ) | | (96 | ) | | 6,815 |
| | — |
| Capital expenditures | | (18 | ) | | — |
| | (2 | ) | | (786 | ) | | (95 | ) | | 4 |
| | (897 | ) | Contributions to investments | | — |
| | — |
| | — |
| | (30 | ) | | — |
| | — |
| | (30 | ) | Investment in KMP | | (159 | ) | | — |
| | — |
| | — |
| | — |
| | 159 |
| | — |
| Acquisitions of assets and investments, net of cash acquired | | (1,709 | ) | | — |
| | — |
| | (155 | ) | | — |
| | — |
| | (1,864 | ) | Distributions from equity investments in excess of cumulative earnings | | 14 |
| | — |
| | — |
| | 36 |
| | — |
| | — |
| | 50 |
| Other, net | | — |
| | (31 | ) | | 4 |
| | 4 |
| | (7 | ) | | (4 | ) | | (34 | ) | Net cash (used in) provided by investing activities | | (2,563 | ) | | (4,695 | ) |
| 2 |
|
| (2,295 | ) |
| (198 | ) |
| 6,974 |
| | (2,775 | ) | | | | | | | | | | | | | | | | Cash flows from financing activities | | | | | | | | | | | | | | | Issuances of debt | | 7,136 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 7,136 |
| Payments of debt | | (5,967 | ) | | (300 | ) | | — |
| | (36 | ) | | (2 | ) | | — |
| | (6,305 | ) | Funding from (to) affiliates | | 1,055 |
| | 2,311 |
| | (141 | ) | | 3,256 |
| | 334 |
| | (6,815 | ) | | — |
| Debt issue costs | | (16 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (16 | ) | Issuances of common shares | | 1,626 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,626 |
| Cash dividends | | (962 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (962 | ) | Contributions from parents | | — |
| | 156 |
| | — |
| | 3 |
| | — |
| | (159 | ) | | — |
| Distributions to parents | | — |
| | (1,147 | ) | | — |
| | (1,404 | ) | | (50 | ) | | 2,601 |
| | — |
| Distributions to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | (10 | ) | | (10 | ) | Other, net | | — |
| | — |
| | — |
| | (1 | ) | | — |
| | — |
| | (1 | ) | Net cash provided by (used in) financing activities | | 2,872 |
| | 1,020 |
| | (141 | ) |
| 1,818 |
|
| 282 |
|
| (4,383 | ) | | 1,468 |
| | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | — |
| | — |
| | — |
| | — |
| | (5 | ) | | — |
| | (5 | ) | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | 9 |
|
| — |
|
| — |
|
| 23 |
|
| (88 | ) |
| — |
| | (56 | ) | Cash and cash equivalents, beginning of period | | 4 |
| | 15 |
| | — |
| | 17 |
| | 279 |
| | — |
| | 315 |
| Cash and cash equivalents, end of period | | $ | 13 |
|
| $ | 15 |
|
| $ | — |
|
| $ | 40 |
|
| $ | 191 |
|
| $ | — |
| | $ | 259 |
|
|