KINDER MORGAN, INC. - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

F O R M 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-35081

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)


Delaware			80-0682103
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1001 Louisiana Street, Suite 1000, Houston, Texas 77002

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: 713-369-9000

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of July 23, 2020, the registrant had 2,263,535,685 Class P shares outstanding.

KINDER MORGAN, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page
Number

Glossary

Information Regarding Forward-Looking Statements

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Consolidated Statements of Operations - Three and Six Months Ended June 30, 2020 and 2019

Consolidated Statements of Comprehensive (Loss) Income - Three and Six Months Ended June 30, 2020 and 2019

Consolidated Balance Sheets - as of June 30, 2020 and December 31, 2019

Consolidated Statements of Cash Flows - Six Months Ended June 30, 2020 and 2019

Consolidated Statements of Stockholders’ Equity - Three and Six Months Ended June 30, 2020 and 2019

Notes to Consolidated Financial Statements

Note 1

Note 2

Note 3

Note 4

Note 5

Note 6

Note 7

Note 8

Note 9

Litigation and Environmental

Note 10

Recent Accounting Pronouncements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General and Basis of Presentation

Results of Operations

Overview

Consolidated Earnings Results (GAAP)

Non-GAAP Financial Measures

Segment Earnings Results

General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests

Income Taxes

Liquidity and Capital Resources

Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

KINDER MORGAN, INC. AND SUBSIDIARIES

GLOSSARY

Company Abbreviations

CIG

Colorado Interstate Gas Company, L.L.C.

KMP

Kinder Morgan Energy Partners, L.P. and its majority-owned and/or controlled subsidiaries

ELC

Elba Liquefaction Company, L.L.C.

EPNG

El Paso Natural Gas Company, L.L.C.

SFPP

SFPP, L.P.

KMBT

Kinder Morgan Bulk Terminals, Inc.

SNG

Southern Natural Gas Company, L.L.C.

KMI

Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries

TGP

Tennessee Gas Pipeline Company, L.L.C.

TMPL

Trans Mountain Pipeline System

KML

Kinder Morgan Canada Limited and its majority-owned and/or controlled subsidiaries

KMLT

Kinder Morgan Liquid Terminals, LLC

Unless the context otherwise requires, references to “we,” “us,” “our,” or “the Company” are intended to mean Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries.

Common Industry and Other Terms

per day

EPA

U.S. Environmental Protection Agency

BBtu

billion British Thermal Units

FASB

Financial Accounting Standards Board

Bcf

billion cubic feet

FERC

Federal Energy Regulatory Commission

CERCLA

Comprehensive Environmental Response, Compensation and Liability Act

GAAP

U.S. Generally Accepted Accounting Principles

LLC

limited liability company

CO₂

carbon dioxide or our CO₂ business segment

LIBOR

London Interbank Offered Rate

COVID-19

Coronavirus Disease 2019, a widespread contagious disease, or the related pandemic declared and resulting worldwide economic downturn

MBbl

thousand barrels

MMBbl

million barrels

DCF

distributable cash flow

MMtons

million tons

DD&A

depreciation, depletion and amortization

NGL

natural gas liquids

EBDA

earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments

NYMEX

New York Mercantile Exchange

OTC

over-the-counter

EBITDA

earnings before interest, income taxes, depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments

ROU

Right-of-Use

U.S.

United States of America

WTI

West Texas Intermediate

When we refer to cubic feet measurements, all measurements are at a pressure of 14.73 pounds per square inch.

Information Regarding Forward-Looking Statements

This report includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” “shall,” or the negative of those terms or other variations of them or comparable terminology. In particular, expressed or implied statements concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow or to pay dividends are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict.

Forward-looking statements in this report include statements, express or implied, concerning, without limitation: the long-term demand for our assets and services, the future impact on our business of the global economic consequences of the COVID-19 pandemic, our expected 2020 outlook including, our expected DCF, Adjusted EBITDA, expected Net Debt-to-Adjusted EBITDA ratio and the sensitivity to changes in commodity volume and price assumptions.

The impacts of COVID-19 and decreases in commodity prices resulting from oversupply and demand weakness are discussed in further detail in Part I, Item 1. “Financial Statements (Unaudited)—Note 1 General—COVID-19;” Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition of Operations—General and Basis of Presentation—COVID-19” and “—2020 Outlook;” Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk;” and Part II, Item 1A. “Risk Factors,” and in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. In addition to the preceding factors, “Information Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K), contain a more detailed description of other factors that may affect the forward-looking statements and should be referenced, except to the extent such other factors are modified or superseded by the descriptions in this report.

You should keep these risk factors in mind when considering forward-looking statements. These risk factors could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement. We disclaim any obligation, other than as required by applicable law, to publicly update or revise any of our forward-looking statements to reflect future events or developments.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts, unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Revenues
Services	$	1,791	$	2,009	$	3,783	$	4,046
Commodity sales	723		1,156		1,790		2,505
Other	46		49		93		92
Total Revenues	2,560		3,214		5,666		6,643

Operating Costs, Expenses and Other
Costs of sales	441		777		1,104		1,725
Operations and maintenance	606		646		1,226		1,244
Depreciation, depletion and amortization	532		579		1,097		1,172
General and administrative	155		148		308		302
Taxes, other than income taxes	103		103		195		221

Loss (gain) on impairments and divestitures, net (Note 2)	1,005		(10)		1,976		(10)
Other income, net	—		(2)		(1)		(2)
Total Operating Costs, Expenses and Other	2,842		2,241		5,905		4,652

Operating (Loss) Income	(282)		973		(239)		1,991

Other Income (Expense)
Earnings from equity investments	176		161		368		353

Amortization of excess cost of equity investments	(35)		(19)		(67)		(40)
Interest, net	(395)		(452)		(831)		(912)
Other, net	16		13		18		23
Total Other Expense	(238)		(297)		(512)		(576)

(Loss) Income Before Income Taxes	(520)		676		(751)		1,415

Income Tax Expense	(104)		(148)		(164)		(320)

Net (Loss) Income	(624)		528		(915)		1,095






Net Income Attributable to Noncontrolling Interests	(13)		(10)		(28)		(21)

Net (Loss) Income Attributable to Kinder Morgan, Inc.	$	(637)	$	518	$	(943)	$	1,074





Class P Shares
Basic and Diluted (Loss) Earnings Per Common Share	$	(0.28)	$	0.23	$	(0.42)	$	0.47

Basic and Diluted Weighted Average Common Shares Outstanding	2,261		2,262		2,263		2,262

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In millions, unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net (loss) income	$	(624)	$	528	$	(915)	$	1,095
Other comprehensive income (loss), net of tax
Change in fair value of hedge derivatives (net of tax benefit (expense) of $57, $(19), $(12), and $45, respectively)	(189)		63		40		(152)
Reclassification of change in fair value of derivatives to net income (net of tax (expense) benefit of $(14), $6, $(23), and $2, respectively)	47		(18)		77		(5)
Foreign currency translation adjustments (net of tax expense of $—, $2, $—, and $7, respectively)	—		13		1		23
Benefit plan adjustments (net of tax expense of $2, $3, $5 and $5, respectively)	5		7		16		15
Total other comprehensive (loss) income	(137)		65		134		(119)

Comprehensive (loss) income	(761)		593		(781)		976
Comprehensive income attributable to noncontrolling interests	(13)		(15)		(28)		(20)
Comprehensive (loss) income attributable to Kinder Morgan, Inc.	$	(774)	$	578	$	(809)	$	956

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts, unaudited)


	June 30, 2020		December 31, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	526	$	185
Restricted deposits	20		24
Marketable securities at fair value	—		925
Accounts receivable	1,073		1,379
Fair value of derivative contracts	295		84
Inventories	336		371


Other current assets	240		270
Total current assets	2,490		3,238

Property, plant and equipment, net	36,027		36,419
Investments	7,892		7,759
Goodwill	19,851		21,451
Other intangibles, net	2,567		2,676
Deferred income taxes	790		857

Deferred charges and other assets	2,167		1,757
Total Assets	$	71,784	$	74,157

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of debt	$	3,006	$	2,477
Accounts payable	698		914

Accrued interest	501		548
Accrued taxes	335		364


Other current liabilities	662		797
Total current liabilities	5,202		5,100

Long-term liabilities and deferred credits
Long-term debt
Outstanding	29,976		30,883

Debt fair value adjustments	1,465		1,032
Total long-term debt	31,441		31,915


Other long-term liabilities and deferred credits	2,249		2,253

Total long-term liabilities and deferred credits	33,690		34,168
Total Liabilities	38,892		39,268

Commitments and contingencies (Notes 3 and 9)
Redeemable Noncontrolling Interest	768		803
Stockholders’ Equity

Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,261,444,654 and 2,264,936,054 shares, respectively, issued and outstanding	23		23
Additional paid-in capital	41,731		41,745
Accumulated deficit	(9,802)		(7,693)
Accumulated other comprehensive loss	(199)		(333)
Total Kinder Morgan, Inc.’s stockholders’ equity	31,753		33,742
Noncontrolling interests	371		344
Total Stockholders’ Equity	32,124		34,086
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity	$	71,784	$	74,157

The accompanying notes are an integral part of these consolidated financial statements.


KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)

	Six Months Ended June 30,
	2020		2019
Cash Flows From Operating Activities
Net (loss) income	$	(915)	$	1,095
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation, depletion and amortization	1,097		1,172
Deferred income taxes	28		111
Amortization of excess cost of equity investments	67		40

Loss (gain) on impairments and divestitures, net (Note 2)	1,976		(10)
Earnings from equity investments	(368)		(353)
Distributions from equity investment earnings	317		257
Changes in components of working capital
Accounts receivable	335		279
Inventories	28		(73)
Other current assets	48		108
Accounts payable	(182)		(255)
Accrued interest, net of interest rate swaps	(65)		(49)
Accrued taxes	(23)		(195)
Other current liabilities	(119)		(74)

Other, net	8		45
Net Cash Provided by Operating Activities	2,232		2,098
Cash Flows From Investing Activities


Capital expenditures	(963)		(1,178)
Proceeds from sales of assets and investments, net of working capital adjustments	907		80
Contributions to investments	(225)		(812)
Distributions from equity investments in excess of cumulative earnings	86		131

Other, net	(46)		(16)
Net Cash Used in Investing Activities	(241)		(1,795)
Cash Flows From Financing Activities
Issuances of debt	2,652		3,042
Payments of debt	(3,037)		(4,622)
Debt issue costs	(11)		(6)
Common stock dividends	(1,166)		(1,024)

Repurchases of common shares	(50)		(2)

Contributions from investment partner and noncontrolling interests	9		110
Distributions to investment partner	(38)		—
Distribution to noncontrolling interests - KML distribution of the TMPL sale proceeds	—		(879)
Distributions to noncontrolling interests - other	(7)		(28)
Other, net	(1)		(4)
Net Cash Used in Financing Activities	(1,649)		(3,413)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits	(5)		28
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Deposits	337		(3,082)
Cash, Cash Equivalents, and Restricted Deposits, beginning of period	209		3,331
Cash, Cash Equivalents, and Restricted Deposits, end of period	$	546	$	249


KINDER MORGAN, INC. AND SUBSIDIARIES (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)

	Six Months Ended June 30,
	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	526		213
Restricted Deposits, end of period	20		36
Cash, Cash Equivalents, and Restricted Deposits, end of period	546		249
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Deposits	$	337	$	(3,082)

Non-cash Investing and Financing Activities
ROU assets and operating lease obligations recognized	$	8	$	743

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest (net of capitalized interest)	891		952
Cash paid during the period for income taxes, net	136		370

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, unaudited)


	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 March 31, 2020	2,261	$	23	$	41,713	$	(8,568)	$	(62)	$	33,106	$	358	$	33,464




Restricted shares				18						18				18
Net (loss) income						(637)				(637)		13		(624)
Distributions										—		(4)		(4)
Contributions										—		4		4

Common stock dividends						(597)				(597)				(597)

Other comprehensive loss								(137)		(137)				(137)
Balance at June 30, 2020	2,261	$	23	$	41,731	$	(9,802)	$	(199)	$	31,753	$	371	$	32,124


	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 March 31, 2019	2,262	$	23	$	41,716	$	(7,620)	$	(508)	$	33,611	$	844	$	34,455



Restricted shares				18						18				18
Net income						518				518		10		528
Distributions										—		(14)		(14)
Contributions										—		1		1
Common stock dividends						(569)				(569)				(569)



Other comprehensive income								60		60		5		65
Balance at June 30, 2019	2,262	$	23	$	41,734	$	(7,671)	$	(448)	$	33,638	$	846	$	34,484

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(In millions, unaudited)


	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				36						36				36
Net (loss) income						(943)				(943)		28		(915)


Distributions										—		(7)		(7)
Contributions										—		6		6

Common stock dividends						(1,166)				(1,166)				(1,166)

Other comprehensive income								134		134				134
Balance at June 30, 2020	2,261	$	23	$	41,731	$	(9,802)	$	(199)	$	31,753	$	371	$	32,124


	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						(5)				(5)				(5)
Balance at January 1, 2019	2,262	23		41,701		(7,721)		(330)		33,673		853		34,526


Repurchases of common shares				(2)						(2)				(2)
Restricted shares				35						35				35
Net income						1,074				1,074		21		1,095


Distributions										—		(28)		(28)
Contributions										—		1		1
Common stock dividends						(1,024)				(1,024)				(1,024)



Other comprehensive loss								(118)		(118)		(1)		(119)
Balance at June 30, 2019	2,262	$	23	$	41,734	$	(7,671)	$	(448)	$	33,638	$	846	$	34,484

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

Organization

We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 83,000 miles of pipelines and 147 terminals. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO₂ and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, chemicals, metals and petroleum coke.

Basis of Presentation

General

Our accompanying unaudited consolidated financial statements have been prepared under the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the FASB’s Accounting Standards Codification (ASC), the single source of GAAP. In compliance with such rules and regulations, all significant intercompany items have been eliminated in consolidation.

In our opinion, all adjustments, which are of a normal and recurring nature, considered necessary for a fair statement of our financial position and operating results for the interim periods have been included in the accompanying consolidated financial statements, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2019 Form 10-K.

The accompanying unaudited consolidated financial statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. We evaluate our financial interests in business enterprises to determine if they represent variable interest entities where we are the primary beneficiary. If such criteria are met, we consolidate the financial statements of such businesses with those of our own.

COVID-19

The COVID-19 pandemic-related reduction in energy demand and the dramatic decline in commodity prices that began in the first quarter of 2020 continued to cause disruptions and volatility in the second quarter of 2020. Sharp declines in crude oil and natural gas production along with reduced demand for refined products due to the economic shutdown in the wake of the pandemic affected our business in the second quarter, and we expect will continue to do so in the near term. Further, significant uncertainty remains regarding the duration and extent of the impact of the pandemic on the energy industry, including demand and prices for the products handled by our pipelines, terminals, shipping vessels and other facilities.

These events, among other factors, resulted in certain non-cash impairments charges during the first six months of 2020 as further discussed in Note 2.

Goodwill

In addition to periodically evaluating long-lived assets and goodwill for impairment based on changes in market conditions as discussed above, we evaluate goodwill for impairment on May 31 of each year. For this purpose, we have six reporting units as follows: (i) Products Pipelines (excluding associated terminals); (ii) Products Pipelines Terminals (evaluated separately from Products Pipelines for goodwill purposes); (iii) Natural Gas Pipelines Regulated; (iv) Natural Gas Pipelines Non-Regulated; (v) CO₂; and (vi) Terminals. See Note 2 for results of our May 31, 2020 goodwill impairment test.

The goodwill impairment tests for our reporting units reflected our adoption of the Accounting Standards Updates (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” on January 1, 2020. This new accounting method simplifies the goodwill impairment test by removing Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation.

Earnings per Share

We calculate earnings per share using the two-class method. Earnings were allocated to Class P shares and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings or excess distributions over earnings to the extent that each security participates in earnings or excess distributions over earnings. Our unvested restricted stock awards, which may be restricted stock or restricted stock units issued to employees and non-employee directors and which include dividend equivalent payments, do not participate in excess distributions over earnings.

The following table sets forth the allocation of net (loss) income available to shareholders of Class P shares and participating securities:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions, except per share amounts)
Net (Loss) Income Available to Common Stockholders	$	(637)	$	518	$	(943)	$	1,074
Participating securities:
Less: Net Income allocated to restricted stock awards(a)	(3)		(3)		(6)		(6)
Net (Loss) Income Allocated to Class P Stockholders	$	(640)	$	515	$	(949)	$	1,068

Basic Weighted Average Common Shares Outstanding	2,261		2,262		2,263		2,262
Basic (Loss) Earnings Per Common Share	$	(0.28)	$	0.23	$	(0.42)	$	0.47

________

(a)As of June 30, 2020, there were approximately 12 million restricted stock awards outstanding.

The following maximum number of potential common stock equivalents are antidilutive and, accordingly, are excluded from the determination of diluted earnings per share:


	Three Months Ended June 30,			Six Months Ended June 30,
	2020	2019	2020	2019
	(In millions on a weighted average basis)
Unvested restricted stock awards	12	13	12	13
Convertible trust preferred securities	3	3	3	3

2. Impairments

During the first quarter of 2020, the energy production and demand factors related to COVID-19 and the sharp decline in commodity prices represented a triggering event that required us to perform impairment testing on certain businesses that are sensitive to commodity prices. As a result, we performed an impairment analysis of long-lived assets within our CO₂business segment and conducted interim tests of the recoverability of goodwill for our CO₂ and Natural Gas Pipelines Non-Regulated reporting units as of March 31, 2020, which resulted in impairments of long-lived assets and goodwill within our CO₂business segment during the three months ended March 31, 2020.

Additionally, we performed our annual goodwill impairment testing as of May 31, 2020. For our Natural Gas Pipelines Non-Regulated reporting unit, while no goodwill impairment was required as of March 31, 2020, the additional market and economic indicators existing at May 31, 2020, as further described below, resulted in the recognition of a goodwill impairment for that reporting unit during the three months ended June 30, 2020.

We recognized the following non-cash pre-tax loss (gain) on impairments and divestitures on assets during the three and six months ended June 30, 2020 and 2019:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Natural Gas Pipelines
Impairment of goodwill	$	1,000	$	—	$	1,000	$	—
Gain on divestitures of long-lived assets	—		(10)		—		(10)
Products Pipelines
Impairment of long-lived and intangible assets(a)	—		—		21		—

Terminals
Impairment of long-lived and intangible assets(b)	5		—		5		—

CO₂
Impairment of long-lived assets	—		—		350		—
Impairment of goodwill	—		—		600		—
Kinder Morgan Canada
Loss on divestiture of long-lived assets	—		—		—		2

Other gain on divestitures of long-lived assets	—		—		—		(2)
Pre-tax loss (gain) on divestitures and impairments, net	$	1,005	$	(10)	$	1,976	$	(10)

_______

(a)Six months ended June 30, 2020 impairment amount is associated with our Belton terminal.

(b)Three and six months ended June 30, 2020 impairment amount is associated with our Muscatine terminal

Long-lived Assets

As of March 31, 2020, for our CO₂ assets, the long lived asset impairment test involved a Step 1 assessment as to whether each asset’s net book value is expected to be recovered from the estimated undiscounted future cash flows.

•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.

Certain oil and gas properties failed the first step. For these assets, we used a discounted cash flow analysis to estimate fair value. We applied a 10.5% discount rate, which we believe represented the estimated weighted average cost of capital of a theoretical market participant. Based on step two of our long lived assets impairment test, we recognized $350 million of impairments on those oil and gas producing properties where the total carrying value exceeded its total estimated fair market value as of March 31, 2020.

Goodwill

Changes in the amounts of our goodwill for the six months ended June 30, 2020 are summarized by reporting unit as follows:


	Natural Gas Pipelines Regulated		Natural Gas Pipelines Non-Regulated		CO₂		Products Pipelines		Products Pipelines Terminals		Terminals		Total
	(in millions)


Goodwill as of December 31, 2019	$	14,249	$	3,343	$	1,528	$	1,378	$	151	$	802	$	21,451
Impairments	—		(1,000)		(600)		—		—		—		(1,600)


Goodwill as of June 30, 2020	$	14,249	$	2,343	$	928	$	1,378	$	151	$	802	$	19,851

•Our May 31, 2020 goodwill impairment tests of the Products Pipelines, Products Pipelines Terminals, Natural Gas Pipelines Regulated and CO₂reporting units indicated that their fair values exceeded their carrying values. The results of our impairment analyses for our Products Pipelines, Terminals and CO₂ reporting units, determined that each of the three reporting unit’s fair value was in excess of carrying value by less than 10%. For the Products Pipelines and Terminals reporting units, we used the market approach with assumptions similar to those described below for the Natural Gas Pipelines Non-Regulated reporting unit. For our May 31, 2020 goodwill impairment test of the CO₂ reporting unit we used the income approach with assumptions similar to those used for its March 31, 2020 goodwill impairment test.

•In regards to our Natural Gas Pipelines Non-Regulated reporting unit, it experienced a sharp decline in customer demand for its services during the second quarter of 2020. This represented a timing lag from the initial economic decline impacts resulting from the severe downturn in the upstream energy industry, including our CO₂business, whereby oil and gas producing companies accelerated their shut down of wells and reduced production during the second quarter which consequently adversely impacted the demand for our midstream services. In addition, continued diminished (i) current and expected future commodity pricing and (ii) peer group market capitalization values provided further indicators that an impairment of goodwill had occurred for this reporting unit during the second quarter.

Our May 31, 2020 goodwill impairment test for the Natural Gas Pipelines Non-Regulated reporting unit utilized a weighted average of a market approach (25%) and income approach (75%) to estimate its fair value. We gave higher weighting to the income approach as we believe it was more representative of the value that would be received from a market participant.

The market approach was based on enterprise value (EV) to estimated 2020 EBITDA multiples for a selected number of peer group midstream companies with comparable operations and economic characteristics. We estimated the median EV to EBITDA multiple to be approximately 10x without consideration of any control premium. The income approach we used to determine fair value included an analysis of estimated discounted cash flows based on 6.5 years of projections and application of an 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. We applied an approximate 8% discount rate to the undiscounted cash flow amounts which represents our estimate of the weighted average cost of capital of a theoretical market participant. The discounted cash flows included various assumptions on commodity volumes and prices for each underlying asset within the reporting unit, and as applicable applied to our existing contracts and expected future customer demand for such commodities. The fair value based on a weighting of the market and income approaches resulted in an implied EV to 2020 EBITDA multiple valuation of approximately 11x. Management believes this is a reasonable estimate of fair value based on comparable sales transactions and the fact that it implies a reasonable control premium at the reporting unit level.

The results of the Natural Gas Pipelines Non-Regulated reporting unit goodwill impairment analysis was a partial impairment of goodwill of approximately $1,000 million as of May 31, 2020.

•For our March 31, 2020 interim goodwill impairment test of the CO₂reporting unit, we applied an income approach to evaluate its fair value based on the present value of its cash flows that it is expected to generate in the future. Due to the uncertainty and volatility in market conditions within its peer group as of the test date, we did not incorporate the market approach to estimate fair value as of March 31, 2020.

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.

The fair value estimates used in the long-lived asset and goodwill test were primarily based on Level 3 inputs of the fair value hierarchy.

Economic disruptions resulting from events such as COVID-19, conditions in the business environment generally, such as sustained low crude oil demand and continued low commodity prices, supply disruptions, or higher development or production costs, could result in a slowing of supply to our pipelines, terminals and other assets, which will have an adverse effect on the demand for services provided by our four business segments. Financial distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the products or services we provide or otherwise fulfill their obligations to us.

As conditions warrant, we routinely evaluate our assets for potential triggering events such as those described above that could impact the fair value of certain assets or our ability to recover the carrying value of long-lived assets. Such assets include accounts receivable, equity investments, goodwill, other intangibles and property plant and equipment, including oil and gas properties and in-process construction. Depending on the nature of the asset, these evaluations require the use of significant judgments including but not limited to judgments related to customer credit worthiness, future volume expectations, current and future commodity prices, discount rates, regulatory environment, as well as general economic conditions and the related demand for products handled or transported by our assets. In the current worldwide economic and commodity price environment and to the extent conditions further deteriorate, we may identify additional triggering events that may require future evaluations of the recoverability of the carrying value of our long-lived assets, investments and goodwill which could result in further impairment charges. Because certain of our assets have been written down to fair value, or its fair value is close to carrying value, any deterioration in fair value could result in further impairments. Such non-cash impairments could have a significant effect on our results of operations, which would be recognized in the period in which the carrying value is determined to not be recoverable.

3. Debt

The following table provides information on the principal amount of our outstanding debt balances:


	June 30, 2020		December 31, 2019
	(In millions, unless otherwise stated)
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
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	46		45
Total current portion of debt	3,006		2,477

Long-term debt (excluding current portion)
Senior notes	29,267		30,164
EPC Building, LLC, promissory note, 3.967%, due 2020 through 2035	373		381

Trust I preferred securities, 4.75%, due March 2028	110		110
Other	226		228
Total long-term debt	29,976		30,883
Total debt(e)	$	32,982	$	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)In April 2020, we repaid $535 million of maturing senior notes.

(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 June 30, 2020 and December 31, 2019, increased our total debt balances by $1,465 million and $1,032 million, respectively.

We and substantially all of our wholly owned domestic subsidiaries are parties to 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.

On February 24, 2020, TGP, a wholly owned subsidiary, issued in a private placement $1,000 million aggregate principal amount of its 2.90% senior notes due 2030 and received net proceeds of $991 million. These notes are guaranteed through the cross guarantee agreement discussed above.

Credit Facility

As of June 30, 2020, we had no borrowings outstanding under our $4.0 billion credit facility, no borrowings outstanding under our commercial paper program and $82 million in letters of credit. Our availability under our credit facility as of June 30, 2020 was $3,918 million. As of June 30, 2020, we were in compliance with all required covenants.

Fair Value of Financial Instruments

The carrying value and estimated fair value of our outstanding debt balances are disclosed below:


	June 30, 2020						December 31, 2019
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
	(In millions)
Total debt	$	34,447	$	37,937	$	34,392	$	38,016

We used Level 2 input values to measure the estimated fair value of our outstanding debt balance as of both June 30, 2020 and December 31, 2019.

4. Stockholders’ Equity

Class P Common Stock

On July 19, 2017, our board of directors approved a $2 billion common share buy-back program that began in December 2017. In March 2020, we repurchased approximately 3.6 million of our Class P shares for approximately $50 million at an average price of approximately $13.94 per share. Since December 2017, in total, we have repurchased approximately 32 million of our Class P shares under the program at an average price of approximately $17.71 per share for approximately $575 million.

For additional information regarding our Class P common stock, see Note 11 to our consolidated financial statements included in our 2019 Form 10-K.

Common Stock Dividends

Holders of our common stock participate in common stock dividends declared by our board of directors, subject to the rights of the holders of any outstanding preferred stock. The following table provides information about our per share dividends:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Per common share cash dividend declared for the period	$	0.2625	$	0.25	$	0.525	$	0.50
Per common share cash dividend paid in the period	0.2625		0.25		0.5125		0.45

On July 22, 2020, our board of directors declared a cash dividend of $0.2625 per common share for the quarterly period ended June 30, 2020, which is payable on August 17, 2020 to common shareholders of record as of the close of business on August 3, 2020.

Accumulated Other Comprehensive Loss

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Loss

Cumulative revenues, expenses, gains and losses that under GAAP are included within our comprehensive income but excluded from our earnings are reported as “Accumulated other comprehensive loss” within “Stockholders’ Equity” in our consolidated balance sheets. Changes in the components of our “Accumulated other comprehensive loss” not including non-controlling interests are summarized as follows:


	Net unrealized gains/(losses) on cash flow hedge derivatives		Foreign currency translation adjustments		Pension and other postretirement liability adjustments		Total accumulated other comprehensive loss
	(In millions)
Balance as of December 31, 2019	$	(7)	$	—	$	(326)	$	(333)
Other comprehensive gain before reclassifications	40		1		16		57
Loss reclassified from accumulated other comprehensive loss	77		—		—		77
Net current-period change in accumulated other comprehensive (loss) income	117		1		16		134
Balance as of June 30, 2020	$	110	$	1	$	(310)	$	(199)


	Net unrealized gains/(losses) on cash flow hedge derivatives		Foreign currency translation adjustments		Pension and other postretirement liability adjustments		Total accumulated other comprehensive loss
	(In millions)
Balance as of December 31, 2018	$	164	$	(91)	$	(403)	$	(330)
Other comprehensive (loss) gain before reclassifications	(152)		24		15		(113)
Gain reclassified from accumulated other comprehensive loss	(5)		—		—		(5)
Net current-period change in accumulated other comprehensive income (loss)	(157)		24		15		(118)
Balance as of June 30, 2019	$	7	$	(67)	$	(388)	$	(448)

5. Risk Management

Certain of our business activities expose us to risks associated with unfavorable changes in the market price of natural gas, NGL and crude oil. We also have exposure to interest rate and foreign currency risk as a result of the issuance of our debt obligations. Pursuant to our management’s approved risk management policy, we use derivative contracts to hedge or reduce our exposure to some of these risks.

During the three months ended March 31, 2020, we entered into a floating-to-fixed interest rate swap agreement with a notional principal amount of $2,500 million, which was not designated as an accounting hedge. These agreements effectively fixed our LIBOR exposure for a portion of our fixed to floating rate interest rate swaps through 2020.

Energy Commodity Price Risk Management

As of June 30, 2020, we had the following outstanding commodity forward contracts to hedge our forecasted energy commodity purchases and sales:

Net open position long/(short)

Derivatives designated as hedging contracts

Crude oil fixed price

(21.5)

MMBbl

Crude oil basis

(4.1)

MMBbl

Natural gas fixed price

(42.9)

Bcf

Natural gas basis

(43.0)

Bcf

NGL fixed price

(1.1)

MMBbl

Derivatives not designated as hedging contracts

Crude oil fixed price

(3.0)

MMBbl

Crude oil basis

(1.7)

MMBbl

Natural gas fixed price

(10.7)

Bcf

Natural gas basis

16.1

Bcf

NGL fixed price

(1.7)

MMBbl

As of June 30, 2020, the maximum length of time over which we have hedged, for accounting purposes, our exposure to the variability in future cash flows associated with energy commodity price risk is through December 2024.

Interest Rate Risk Management

We utilize interest rate derivatives to hedge our exposure to both changes in the fair value of our fixed rate debt instruments and variability in expected future cash flows attributable to variable interest rate payments. The following table summarizes our outstanding interest rate contracts as of June 30, 2020:

Notional amount

Accounting treatment

Maximum term

(In millions)

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.

Foreign Currency Risk Management

We utilize foreign currency derivatives to hedge our exposure to variability in foreign exchange rates. The following table summarizes our outstanding foreign currency contracts as of June 30, 2020:

Notional amount

Accounting treatment

Maximum term

(In millions)

Derivatives designated as hedging instruments

EUR-to-USD cross currency swap contracts(a)

1,358

Cash flow hedge

March 2027

_______

(a)These swaps eliminate the foreign currency risk associated with our Euro-denominated debt.

The following table summarizes the fair values of our derivative contracts included in our accompanying consolidated balance sheets:


Fair Value of Derivative Contracts
		Derivatives Asset						Derivatives Liability
		June 30, 2020		December 31, 2019		June 30, 2020		December 31, 2019
	Location	Fair value						Fair value
		(In millions)
Derivatives designated as hedging instruments
Energy commodity derivative contracts	Fair value of derivative contracts/(Other current liabilities)	$	150	$	31	$	(17)	$	(43)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	92		17		(2)		(8)
Subtotal		242		48		(19)		(51)
Interest rate contracts	Fair value of derivative contracts/(Other current liabilities)	128		45		(3)		—
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	690		313		(9)		(1)
Subtotal		818		358		(12)		(1)
Foreign currency contracts	Fair value of derivative contracts/(Other current liabilities)	—		—		(22)		(6)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	22		46		(14)		—
Subtotal		22		46		(36)		(6)
Total		1,082		452		(67)		(58)

Derivatives not designated as hedging instruments
Energy commodity derivative contracts	Fair value of derivative contracts/(Other current liabilities)	16		8		(5)		(7)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	4		—		(1)		—
Subtotal		20		8		(6)		(7)
Interest rate contracts	Fair value of derivative contracts/(Other current liabilities)	—		—		(6)		—

Subtotal		—		—		(6)		—



Total		20		8		(12)		(7)
Total derivatives		$	1,102	$	460	$	(79)	$	(65)

The following two tables summarize the fair value measurements of our derivative contracts based on the three levels established by the ASC. The tables also identify the impact of derivative contracts which we have elected to present on our accompanying consolidated balance sheets on a gross basis that are eligible for netting under master netting agreements.


	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
	(In millions)
As of June 30, 2020
Energy commodity derivative contracts(a)	$	12	$	250	$	—	$	262	$	(22)	$	(7)	$	233
Interest rate contracts	—		818		—		818		(2)		—		816
Foreign currency contracts	—		22		—		22		(14)		—		8
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
	(In millions)
As of June 30, 2020
Energy commodity derivative contracts(a)	$	(16)	$	(9)	$	—	$	(25)	$	22	$	—	$	(3)
Interest rate contracts	—		(18)		—		(18)		2		—		(16)
Foreign currency contracts	—		(36)		—		(36)		14		—		(22)
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.

The following tables summarize the pre-tax impact of our derivative contracts in our accompanying consolidated statements of operations and comprehensive (loss) income:


Derivatives in fair value hedging relationships	Location	Gain/(loss) recognized in income on derivative and related hedged item
		Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019		2020		2019
		(In millions)
Interest rate contracts	Interest, net	$	26	$	208	$	459	$	336

Hedged fixed rate debt(a)	Interest, net	$	(28)	$	(211)	$	(468)	$	(349)

_______

(a)As of June 30, 2020, the cumulative amount of fair value hedging adjustments to our hedged fixed rate debt was an increase of $827 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 June 30,							Three Months Ended June 30,
	2020		2019			2020		2019
	(In millions)
Energy commodity derivative contracts	$	(273)	$	75	Revenues—Commodity sales	$	(84)	$	(7)


					Costs of sales	(2)		10
Interest rate contracts	(1)		(1)		Earnings from equity investments(c)	—		2
Foreign currency contracts	28		8		Other, net	25		19
Total	$	(246)	$	82	Total	$	(61)	$	24


Derivatives in cash flow hedging relationships	Gain/(loss) recognized in OCI on derivative(a)					Location		Gain/(loss) reclassified from Accumulated OCI into income(b)
	Six Months Ended June 30,							Six Months Ended June 30,
	2020		2019			2020		2019
	(In millions)
Energy commodity derivative contracts	$	114	$	(170)	Revenues—Commodity sales	$	(98)	$	6


					Costs of sales	(5)		11
Interest rate contracts	(9)		(1)		Earnings from equity investments(c)	—		2
Foreign currency contracts	(53)		(26)		Other, net	3		(12)
Total	$	52	$	(197)	Total	$	(100)	$	7

_______

(a)We expect to reclassify an approximate $116 million gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of June 30, 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)During the three months ended June 30, 2019, we recognized a $12 million gain associated with a write-down of hedged inventory. All other amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).

(c)Amounts represent our share of an equity investee’s accumulated other comprehensive income (loss).


Derivatives in net investment hedging relationships	Gain/(loss) recognized in OCI on derivative
	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Foreign currency contracts	$	—	$	(8)	$	—	$	(8)
Total	$	—	$	(8)	$	—	$	(8)


Derivatives not designated as hedging instruments	Location	Gain/(loss) recognized in income on derivatives
		Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019		2020		2019
		(In millions)
Energy commodity derivative contracts	Revenues—Commodity sales	$	149	$	14	$	266	$	24

	Costs of sales	2		(1)		6		(3)
	Earnings from equity investments(b)	—		2		—		2
Total(a)		$	151	$	15	$	272	$	23

_______

(a)The three and six months ended June 30, 2020 include approximate gains of $179 million and $253 million, respectively, and the three and six months ended June 30, 2019 include an approximate loss of $6 million and gain of $2 million, respectively. These gains and losses were associated with natural gas, crude and NGL derivative contract settlements.

(b)Amounts represent our share of an equity investee’s income (loss).

Credit Risks

In conjunction with certain derivative contracts, we are required to provide collateral to our counterparties, which may include posting letters of credit or placing cash in margin accounts. As of June 30, 2020 and December 31, 2019, we had no outstanding letters of credit supporting our commodity price risk management program. As of June 30, 2020 and December 31, 2019, we had cash margins of $8 million and $15 million, respectively, posted by our counterparties with us as collateral and reported within “Other current liabilities” on our accompanying consolidated balance sheets. The balance at June 30, 2020 represents the net of our initial margin requirements of $15 million, offset by counterparty variation margin requirements of $7 million. We also use industry standard commercial agreements that allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we generally utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty.

We also have agreements with certain counterparties to our derivative contracts that contain provisions requiring the posting of additional collateral upon a decrease in our credit rating. As of June 30, 2020, based on our current mark-to-market positions and posted collateral, we estimate that if our credit rating were downgraded one or two notches we would not be required to post additional collateral.

6. Revenue Recognition

Disaggregation of Revenues

The following tables present our revenues disaggregated by revenue source and type of revenue for each revenue source:


	Three Months Ended June 30, 2020
	Natural Gas Pipelines		Products Pipelines		Terminals		CO₂		Corporate and Eliminations		Total
	(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b)	$	796	$	67	$	189	$	—	$	—	$	1,052
Fee-based services	157		182		95		10		(2)		442
Total services	953		249		284		10		(2)		1,494
Commodity sales
Natural gas sales	377		—		—		—		(1)		376
Product sales	102		49		3		134		(4)		284

Total commodity sales	479		49		3		134		(5)		660
Total revenues from contracts with customers	1,432		298		287		144		(7)		2,154
Other revenues(c)
Leasing services	114		42		132		11		—		299
Derivatives adjustments on commodity sales	(11)		—		—		75		—		64
Other	36		5		—		2		—		43
Total Other revenues	139		47		132		88		—		406
Total revenues	$	1,571	$	345	$	419	$	232	$	(7)	$	2,560


	Three Months Ended June 30, 2019
	Natural Gas Pipelines		Products Pipelines		Terminals		CO₂		Corporate and Eliminations		Total
	(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b)	$	889	$	84	$	279	$	—	$	(1)	$	1,251
Fee-based services	187		252		118		15		1		573
Total services	1,076		336		397		15		—		1,824
Commodity sales
Natural gas sales	607		—		—		—		(4)		603
Product sales	197		61		5		291		(10)		544

Total commodity sales	804		61		5		291		(14)		1,147
Total revenues from contracts with customers	1,880		397		402		306		(14)		2,971
Other revenues(c)
Leasing services	55		43		105		13		—		216
Derivatives adjustments on commodity sales	19		—		—		(12)		—		7
Other	14		2		—		3		1		20
Total Other revenues	88		45		105		4		1		243
Total revenues	$	1,968	$	442	$	507	$	310	$	(13)	$	3,214


	Six Months Ended June 30, 2020
	Natural Gas Pipelines		Products Pipelines		Terminals		CO₂		Corporate and Eliminations		Total
	(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b)	$	1,661	$	146	$	378	$	—	$	—	$	2,185
Fee-based services	350		442		216		23		(2)		1,029
Total services	2,011		588		594		23		(2)		3,214
Commodity sales
Natural gas sales	878		—		—		—		(3)		875
Product sales	238		158		6		366		(17)		751

Total commodity sales	1,116		158		6		366		(20)		1,626
Total revenues from contracts with customers	3,127		746		600		389		(22)		4,840
Other revenues(c)
Leasing services	227		84		261		21		—		593
Derivatives adjustments on commodity sales	41		—		—		127		—		168
Other	51		10		—		4		—		65
Total Other revenues	319		94		261		152		—		826
Total revenues	$	3,446	$	840	$	861	$	541	$	(22)	$	5,666


	Six Months Ended June 30, 2019
	Natural Gas Pipelines		Products Pipelines		Terminals		CO₂		Corporate and Eliminations		Total
	(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b)	$	1,819	$	164	$	529	$	—	$	(2)	$	2,510
Fee-based services	379		487		266		31		—		1,163
Total services	2,198		651		795		31		(2)		3,673
Commodity sales
Natural gas sales	1,361		—		—		1		(6)		1,356
Product sales	437		127		7		559		(16)		1,114

Total commodity sales	1,798		127		7		560		(22)		2,470
Total revenues from contracts with customers	3,996		778		802		591		(24)		6,143
Other revenues(c)
Leasing services	110		84		214		26		—		434
Derivatives adjustments on commodity sales	38		—		—		(9)		1		30
Other	25		4		—		7		—		36
Total Other revenues	173		88		214		24		1		500
Total revenues	$	4,169	$	866	$	1,016	$	615	$	(23)	$	6,643

_______

(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)For the three and six months ended June 30, 2020 and 2019, amounts recognized as revenue under guidance prescribed in Topics of the ASC other than in Topic 606 were primarily from leases and derivative contracts. See Note 5 for additional information related to our derivative contracts.

Contract Balances

Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections.

As of June 30, 2020 and December 31, 2019, our contract asset balances were $34 million and $27 million, respectively. Of the contract asset balance at December 31, 2019, $17 million was transferred to accounts receivable during the six months ended June 30, 2020. As of June 30, 2020 and December 31, 2019, our contract liability balances were $241 million and $232 million, respectively. Of the contract liability balance at December 31, 2019, $47 million was recognized as revenue during the six months ended June 30, 2020.

Revenue Allocated to Remaining Performance Obligations

The following table presents our estimated revenue allocated to remaining performance obligations for contracted revenue that has not yet been recognized, representing our “contractually committed” revenue as of June 30, 2020 that we will invoice or transfer from contract liabilities and recognize in future periods:


Year	Estimated Revenue
	(In millions)
Six months ended December 31, 2020	$	2,252
2021	3,975
2022	3,258
2023	2,648
2024	2,302
Thereafter	14,722
Total	$	29,157

Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to service or commodity sale customer contracts which have fixed pricing and fixed volume terms and conditions, generally including contracts with take-or-pay or minimum volume commitment payment obligations. Our contractually committed revenue amounts generally exclude, based on the following practical expedients that we elected to apply, remaining performance obligations for: (i) contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation and (ii) contracts with an original expected duration of one year or less.

7. Reportable Segments

Financial information by segment follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Revenues
Natural Gas Pipelines
Revenues from external customers	$	1,565	$	1,956	$	3,426	$	4,148
Intersegment revenues	6		12		20		21

Products Pipelines	345		442		840		866

Terminals
Revenues from external customers	418		506		859		1,014
Intersegment revenues	1		1		2		2
CO₂	232		310		541		615

Corporate and intersegment eliminations	(7)		(13)		(22)		(23)
Total consolidated revenues	$	2,560	$	3,214	$	5,666	$	6,643


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Segment EBDA(a)
Natural Gas Pipelines	$	(3)	$	1,088	$	1,193	$	2,291
Products Pipelines	227		307		496		583
Terminals	229		290		486		589
CO₂	146		196		(609)		394
Kinder Morgan Canada	—		—		—		(2)

Total Segment EBDA	599		1,881		1,566		3,855
DD&A	(532)		(579)		(1,097)		(1,172)
Amortization of excess cost of equity investments	(35)		(19)		(67)		(40)

General and administrative and corporate charges	(157)		(155)		(322)		(316)
Interest, net	(395)		(452)		(831)		(912)

Income tax expense	(104)		(148)		(164)		(320)

Total consolidated net (loss) income	$	(624)	$	528	$	(915)	$	1,095


	June 30, 2020		December 31, 2019
	(In millions)
Assets
Natural Gas Pipelines	$	48,375	$	50,310
Products Pipelines	9,258		9,468
Terminals	8,786		8,890
CO₂	2,695		3,523



Corporate assets(b)	2,670		1,966

Total consolidated assets	$	71,784	$	74,157

_______

(a)Includes revenues, earnings from equity investments, other, net, less operating expenses, loss (gain) 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.

8. Income Taxes

Income tax expense included in our accompanying consolidated statements of operations is as follows:


	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
	(In millions, except percentages)
Income tax expense	$	104		$	148		$	164		$	320
Effective tax rate	(20.0)		%	21.9		%	(21.8)		%	22.6		%

While we would normally expect a federal income tax benefit from our loss before income taxes for the three and six months ended June 30, 2020, because these goodwill impairments do not generate a tax benefit, we incurred an income tax expense for these periods.

The effective tax rate for the three months ended June 30, 2020 is “negative” in relation to the statutory federal rate of 21% primarily due to the $1,000 million Natural Gas Pipelines Non-Regulated reporting unit impairment of non-tax deductible goodwill contributing to our loss before income taxes but not providing a tax benefit, partially offset by the dividend-received deductions from our investments in Citrus Corporation (Citrus) and Plantation Pipe Line Company (Plantation).

The effective tax rate for the six months ended June 30, 2020 is “negative” in relation to the statutory federal rate of 21% primarily due to the $1,600 million CO₂ and Natural Gas Pipelines Non-Regulated reporting units’ impairment of non-tax deductible goodwill contributing to our loss before income taxes but not providing a tax benefit, partially offset by the refund of alternative minimum tax sequestration credits and dividend-received deductions from our investments in Citrus and Plantation.

The effective tax rate for the three and six months ended June 30, 2019 is higher than the statutory federal rate of 21% primarily due to state and foreign taxes, partially offset by dividend-received deductions from our investments in Citrus, NGPL Holdings LLC and Plantation.

9. Litigation and Environmental

We and our subsidiaries are parties to various legal, regulatory and other matters arising from the day-to-day operations of our businesses or certain predecessor operations that may result in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact to our business. We believe we have meritorious defenses to the matters to which we are a party and intend to vigorously defend the Company. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material or, in the judgment of management, we conclude the matter should otherwise be disclosed.

FERC Inquiry Regarding the Commission’s Policy for Determining Return on Equity

On March 21, 2019, the FERC issued a notice of inquiry (NOI) seeking comments regarding whether the FERC should revise its policies for determining the base return on equity (ROE) used in setting cost of service rates charged by jurisdictional public utilities and interstate natural gas and liquids pipelines. The NOI sought comment on whether any aspects of the existing methodologies used by the FERC to set an ROE for a regulated entity should be changed, whether the ROE methodology should be the same across all three industries, and whether alternative methodologies should be considered. Comments were filed by industry groups, pipeline companies and shippers for review and evaluation by the FERC. On May 21, 2020, the FERC issued its Policy Statement on Determining Return on Equity for Natural Gas and Oil Pipelines (Policy Statement). As it applies to natural gas and oil pipelines, the Policy Statement requires averaging the results of the discounted cash flow model and capital asset pricing model, giving equal weight to each model, retains its existing two-thirds/one-third weighting of short and long-term growth projections in the discounted cash flow model, and excludes the risk premium or expected earnings models, On other matters raised in this proceeding, the FERC declined to adopt rigid policy changes, and will address issues, such as the appropriate sources for data sets and the specific companies to use for a given proxy group, as those issues arise in future rate proceedings on a pipeline-by-pipeline, case-by-case basis. The Policy Statement does not result in any immediate changes to any existing rates or ROEs for any of our pipelines, and any future changes to rates or ROEs for a pipeline will depend on a variety of factors that remain to be determined when they are raised and argued in connection with future rate proceedings.

SFPP FERC Proceedings

The tariffs and rates charged by SFPP are subject to a number of ongoing shipper-initiated proceedings at the FERC. These include IS08-390, filed in June 2008, in which various shippers are challenging SFPP’s West Line rates (on appeal to the D.C. Circuit Court); IS09-437, filed in July 2009, in which various shippers are challenging SFPP’s East Line rates (pending before the FERC on rehearing); OR11-13/16/18, filed in June 2011, in which various shippers are seeking to challenge SFPP’s North Line, Oregon Line, and West Line rates (pending before the FERC for an order on the complaint); OR14-35/36, filed in June 2014, in which various shippers are challenging SFPP’s index increases in 2012 and 2013 (dismissed by the FERC, but remanded back to the FERC from the D.C. Circuit for further consideration); OR16-6, filed in December 2015, in which various shippers are challenging SFPP’s East line rates (pending before the FERC for an order on the initial decision); and OR19-21/33/37, filed beginning in April 2019, in which various shippers are challenging SFPP’s index increases in 2018 (pending before the FERC for an order on the complaints). In general, these complaints and protests allege the rates and tariffs charged by SFPP are not just and reasonable under the Interstate Commerce Act (ICA). In some of these proceedings shippers have challenged the overall rate being charged by SFPP, and in others the shippers have challenged SFPP’s index-based rate increases. The issues involved in these proceedings include, among others, whether indexed rate increases are justified, and the appropriate level of return and income tax allowance SFPP may include in its rates. If the shippers prevail on their arguments or claims, they would be entitled to seek reparations for the two year period preceding the filing date of their complaints (OR

cases) and/or prospective refunds in protest cases from the date of protest (IS cases), and SFPP may be required to reduce its rates going forward. These proceedings tend to be protracted, with decisions of the FERC often appealed to the federal courts.

SFPP paid refunds to shippers in May 2019, in the IS08-390 proceeding as ordered by the FERC based on its denial of an income tax allowance. With respect to the various SFPP related complaints and protest proceedings at the FERC (including IS08-390), we estimate that the shippers are seeking approximately $50 million in annual rate reductions and approximately $425 million in refunds. Management believes SFPP has meritorious arguments supporting SFPP’s rates and intends to vigorously defend SFPP against these complaints and protests. However, to the extent the shippers are successful in one or more of the complaints or protest proceedings, SFPP estimates that applying the principles of FERC precedent, as applicable, as well as the compliance filing methodology recently approved by the FERC to pending SFPP cases would result in rate reductions and refunds substantially lower than those sought by the shippers.

EPNG FERC Proceedings

The tariffs and rates charged by EPNG are subject to two ongoing FERC proceedings (the “2008 rate case” and the “2010 rate case”). With respect to the 2008 rate case, the FERC issued its decision (Opinion 517-A) in July 2015. The FERC generally upheld its prior determinations, ordered refunds to be paid within 60 days, and stated that it would apply its findings in Opinion 517-A to the same issues in the 2010 rate case. All refund obligations related to the 2008 rate case were satisfied in 2015. EPNG sought federal appellate review of Opinion 517-A. With respect to the 2010 rate case, the FERC issued its decision (Opinion 528-A) on February 18, 2016. The FERC generally upheld its prior determinations, affirmed prior findings of an Administrative Law Judge that certain shippers qualify for lower rates, and required EPNG to file revised pro forma recalculated rates consistent with the terms of Opinions 517-A and 528-A. On May 3, 2018, the FERC issued Opinion 528-B upholding its decisions in Opinion 528-A and requiring EPNG to implement the rates required by its rulings and provide refunds within 60 days. On July 2, 2018, EPNG reported to the FERC the refund calculations, and that the refunds had been provided as ordered. Also on July 2, 2018, EPNG initiated appellate review of Opinions 528, 528-A and 528-B. EPNG’s appeals in the 2008 and 2010 rate cases as well as the intervenors’ delayed appeal in the 2010 rate case were consolidated. Oral argument was heard by the U.S. Court of Appeals for the D.C. Circuit on March 13, 2020.

Gulf LNG Facility Disputes

On March 1, 2016, Gulf LNG Energy, LLC and Gulf LNG Pipeline, LLC (GLNG) received a Notice of Arbitration from Eni USA Gas Marketing LLC (Eni USA), one of two companies that entered into a terminal use agreement for capacity of the Gulf LNG Facility in Mississippi for an initial term that was not scheduled to expire until the year 2031. Eni USA is an indirect subsidiary of Eni S.p.A., a multi-national integrated energy company headquartered in Milan, Italy. Pursuant to its Notice of Arbitration, Eni USA sought declaratory and monetary relief based upon its assertion that (i) the terminal use agreement should be terminated because changes in the U.S. natural gas market since the execution of the agreement in December 2007 have “frustrated the essential purpose” of the agreement and (ii) activities allegedly undertaken by affiliates of Gulf LNG Holdings Group LLC “in connection with a plan to convert the LNG Facility into a liquefaction/export facility have given rise to a contractual right on the part of Eni USA to terminate” the agreement. On June 29, 2018, the arbitration panel delivered its Award, and the panel's ruling called for the termination of the agreement and Eni USA's payment of compensation to GLNG. The Award resulted in our recording a net loss in the second quarter of 2018 of our equity investment in GLNG due to a non-cash impairment of our investment in GLNG partially offset by our share of earnings recognized by GLNG. On September 25, 2018, GLNG filed a lawsuit against Eni USA in the Delaware Court of Chancery to enforce the Award. On February 1, 2019, the Court of Chancery issued a Final Order and Judgment confirming the Award, which was paid by Eni USA on February 20, 2019.

On September 28, 2018, GLNG filed a lawsuit against Eni S.p.A. in the Supreme Court of the State of New York in New York County to enforce a Guarantee Agreement entered into by Eni S.p.A. in connection with the terminal use agreement. On December 12, 2018, Eni S.p.A. filed a counterclaim seeking unspecified damages from GLNG. This lawsuit remains pending.

On June 3, 2019, Eni USA filed a second Notice of Arbitration against GLNG asserting the same breach of contract claims that had been asserted in the first arbitration and alleging that GLNG negligently misrepresented certain facts or contentions in the first arbitration. By its second Notice of Arbitration, Eni USA seeks to recover as damages some or all of the payments made by Eni USA to satisfy the Final Order and Judgment of the Court of Chancery. In response to the second Notice of Arbitration, GLNG filed a complaint with the Court of Chancery together with a motion seeking to permanently enjoin the arbitration. On January 10, 2020, the Court of Chancery entered an Order and Final Judgment granting GLNG’s motion to enjoin arbitration of the negligent misrepresentation claim, but denying the motion to enjoin arbitration of the breach of contract claims. The parties filed cross appeals of the Final Judgment. The Delaware cross appeals are scheduled to be argued to the Delaware Supreme Court on September 9, 2020, and the arbitration proceeding remains pending.

On December 20, 2019, GLNG’s remaining customer, Angola LNG Supply Services LLC (ALSS), filed a Notice of Arbitration seeking a declaration that its terminal use agreement should be deemed terminated as of March 1, 2016 on substantially the same terms and conditions as set forth in the arbitration award pertaining to Eni USA. ALSS also seeks a declaration that activities allegedly undertaken by affiliates of Gulf LNG Holdings Group LLC in connection with the pursuit of an LNG liquefaction export project have given rise to a contractual right on the part of ALSS to terminate the agreement. ALSS also seeks a monetary award directing GLNG to reimburse ALSS for all reservation charges and operating fees paid by ALSS after December 31, 2016 plus interest. A final decision in this arbitration is expected by the end of the second quarter of 2021.

GLNG intends to continue to vigorously prosecute and defend all of the foregoing proceedings.

Continental Resources, Inc. v. Hiland Partners Holdings, LLC

On December 8, 2017, Continental Resources, Inc. (CLR) filed an action in Garfield County, Oklahoma state court alleging that Hiland Partners Holdings, LLC (Hiland Partners) breached a Gas Purchase Agreement, dated November 12, 2010, as amended (GPA), by failing to receive and purchase all of CLR’s dedicated gas under the GPA (produced in three North Dakota counties). CLR also alleged fraud, maintaining that Hiland Partners promised the construction of several additional facilities to process the gas without an intention to build the facilities. Hiland Partners denied these allegations, but the parties entered into a settlement agreement in June 2018, under which CLR agreed to release all of its claims in exchange for Hiland Partners’ construction of 10 infrastructure projects by November 1, 2020. CLR has filed an amended petition in which it asserts that Hiland Partners’ failure to construct certain facilities by specific dates nullifies the release contained in the settlement agreement. CLR’s amended petition makes additional claims under both the GPA and a May 8, 2008 gas purchase contract covering additional North Dakota counties, including CLR’s contention that Hiland Partners is not allowed to deduct third-party processing fees from the gas purchase price. CLR seeks damages in excess of $225 million. Hiland Partners denies these claims and will vigorously defend against any action in which they are asserted.

Pipeline Integrity and Releases

From time to time, despite our best efforts, our pipelines experience leaks and ruptures. These leaks and ruptures may cause explosions, fire, and damage to the environment, damage to property and/or personal injury or death. In connection with these incidents, we may be sued for damages caused by an alleged failure to properly mark the locations of our pipelines and/or to properly maintain our pipelines. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may seek civil and/or criminal fines and penalties.

General

As of June 30, 2020 and December 31, 2019, our total reserve for legal matters was $221 million and $203 million, respectively.

Environmental Matters

We and our subsidiaries are subject to environmental cleanup and enforcement actions from time to time. In particular, CERCLA generally imposes joint and several liability for cleanup and enforcement costs on current and predecessor owners and operators of a site, among others, without regard to fault or the legality of the original conduct, subject to the right of a liable party to establish a “reasonable basis” for apportionment of costs. Our operations are also subject to federal, state and local laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in pipeline, terminal and CO₂ field and oil field operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities to us.

We are currently involved in several governmental proceedings involving alleged violations of environmental and safety regulations, including alleged violations of the Risk Management Program, and leak detection and repair requirements of the Clean Air Act. As we receive notices of non-compliance, we attempt to negotiate and settle such matters where appropriate. These alleged violations may result in fines and penalties, but we do not believe any such fines and penalties, individually or in the aggregate, will be material. We are also currently involved in several governmental proceedings involving groundwater and

soil remediation efforts under administrative orders or related state remediation programs. We have established a reserve to address the costs associated with the remediation.

In addition, we are involved with and have been identified as a potentially responsible party (PRP) in several federal and state Superfund sites. Environmental reserves have been established for those sites where our contribution is probable and reasonably estimable. In addition, we are from time to time involved in civil proceedings relating to damages alleged to have occurred as a result of accidental leaks or spills of refined petroleum products, NGL, natural gas and CO₂.

Portland Harbor Superfund Site, Willamette River, Portland, Oregon

On January 6, 2017, the EPA issued a Record of Decision (ROD) that established a final remedy and cleanup plan for an industrialized area on the lower reach of the Willamette River commonly referred to as the Portland Harbor Superfund Site (PHSS). The cost for the final remedy is estimated by the EPA to be approximately $1.1 billion and active cleanup is expected to take as long as 13 years to complete. KMLT, KMBT, and 90 other PRPs identified by the EPA are involved in a non-judicial allocation process to determine each party’s respective share of the cleanup costs related to the final remedy set forth by the ROD. We are participating in the allocation process on behalf of KMLT (in connection with its ownership or operation of two facilities acquired from GATX Terminals Corporation) and KMBT (in connection with its ownership or operation of two facilities). Effective January 31, 2020, KMLT entered into separate Administrative Settlement Agreements and Orders on Consent (ASAOC) to complete remedial design for two distinct areas within the PHSS associated with KMLT’s facilities. The ASAOC obligates KMLT to pay a share of the remedial design costs for cleanup activities related to these two areas as required by the ROD. Our share of responsibility for the PHSS costs will not be determined until the ongoing non-judicial allocation process is concluded or a lawsuit is filed that results in a judicial decision allocating responsibility. Until the allocation process is completed, we are unable to reasonably estimate the extent of our liability for the costs related to the design of the proposed remedy and cleanup of the PHSS. In addition to CERCLA cleanup costs, we are reviewing and will attempt to settle, if possible, natural resource damage (NRD) claims asserted by state and federal trustees following their natural resource assessment of the PHSS. At this time, we are unable to reasonably estimate the extent of our potential NRD liability.

Uranium Mines in Vicinity of Cameron, Arizona

In the 1950s and 1960s, Rare Metals Inc., a historical subsidiary of EPNG, mined approximately 20 uranium mines in the vicinity of Cameron, Arizona, many of which are located on the Navajo Indian Reservation. The mining activities were in response to numerous incentives provided to industry by the U.S. to locate and produce domestic sources of uranium to support the Cold War-era nuclear weapons program. In May 2012, EPNG received a general notice letter from the EPA notifying EPNG of the EPA’s investigation of certain sites and its determination that the EPA considers EPNG to be a PRP within the meaning of CERCLA. In August 2013, EPNG and the EPA entered into an Administrative Order on Consent and Scope of Work pursuant to which EPNG is conducting environmental assessments of the mines and the immediate vicinity. On September 3, 2014, EPNG filed a complaint in the U.S. District Court for the District of Arizona seeking cost recovery and contribution from the applicable federal government agencies toward the cost of environmental activities associated with the mines. The U.S. District Court issued an order on April 16, 2019 that allocated 35% of past and future response costs to the U.S. The decision does not provide or establish the scope of a remedial plan with respect to the sites, nor does it establish the total cost for addressing the sites, all of which remain to be determined in subsequent proceedings and adversarial actions, if necessary, with the EPA. Until such issues are determined, we are unable to reasonably estimate the extent of our potential liability. Because costs associated with any remedial plan approved by the EPA are expected to be spread over at least several years, we do not anticipate that our share of the costs of the remediation will have a material adverse impact to our business.

Lower Passaic River Study Area of the Diamond Alkali Superfund Site, New Jersey

EPEC Polymers, Inc. (EPEC Polymers) and EPEC Oil Company Liquidating Trust (EPEC Oil Trust), former El Paso Corporation entities now owned by KMI, are involved in an administrative action under CERCLA known as the Lower Passaic River Study Area (Site) concerning the lower 17-mile stretch of the Passaic River. It has been alleged that EPEC Polymers and EPEC Oil Trust may be PRPs under CERCLA based on prior ownership and/or operation of properties located along the relevant section of the Passaic River. EPEC Polymers and EPEC Oil Trust entered into two Administrative Orders on Consent (AOCs) with the EPA which obligate them to investigate and characterize contamination at the Site. They are also part of a joint defense group of approximately 44 cooperating parties, referred to as the Cooperating Parties Group (CPG), which is directing and funding the AOC work required by the EPA. Under the first AOC, the CPG submitted draft remedial investigation and feasibility studies (RI/FS) of the Site to the EPA in 2015, and EPA approval remains pending. Under the second AOC, the CPG conducted a CERCLA removal action at the Passaic River Mile 10.9, and is obligated to conduct EPA-directed post-remedy monitoring in the removal area. We have established a reserve for the anticipated cost of compliance with these two AOCs.

On March 4, 2016, the EPA issued its Record of Decision (ROD) for the lower eight miles of the Site. At that time the final cleanup plan in the ROD was estimated by the EPA to cost $1.7 billion. On October 5, 2016, the EPA entered into an AOC with Occidental Chemical Company (OCC), a member of the PRP group requiring OCC to spend an estimated $165 million to perform engineering and design work necessary to begin the cleanup of the lower eight miles of the Site. The design work is underway. Initial expectations were that the design work would take four years to complete. The cleanup is expected to take at least six years to complete once it begins.

In addition, the EPA and numerous PRPs, including EPEC Polymers, are engaged in an allocation process for the implementation of the remedy for the lower eight miles of the Site. There remains significant uncertainty as to the implementation and associated costs of the remedy set forth in the ROD. There is also uncertainty as to the impact of the EPA FS directive for the upper nine miles of the Site not subject to the lower eight mile ROD. In a letter dated October 10, 2018, the EPA directed the CPG to prepare a streamlined FS for the Site that evaluates interim remedy alternatives for sediments in the upper nine miles of the Site. Until this FS is completed and the RI/FS is finalized and allocations are determined, the scope of potential EPA claims for the Site and liability therefor are not reasonably estimable.

Louisiana Governmental Coastal Zone Erosion Litigation

Beginning in 2013, several parishes in Louisiana and the City of New Orleans filed separate lawsuits in state district courts in Louisiana against a number of oil and gas companies, including TGP and SNG. In these cases, the parishes and New Orleans, as Plaintiffs, allege that certain of the defendants’ oil and gas exploration, production and transportation operations were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended (SLCRMA) and that those operations caused substantial damage to the coastal waters of Louisiana and nearby lands. The Plaintiffs seek, among other relief, unspecified money damages, attorneys’ fees, interest, and payment of costs necessary to restore the affected areas. There are more than 40 of these cases pending in Louisiana against oil and gas companies, one of which is against TGP and one of which is against SNG, both described further below.

On November 8, 2013, the Parish of Plaquemines, Louisiana filed a petition for damages in the state district court for Plaquemines Parish, Louisiana against TGP and 17 other energy companies, alleging that the defendants’ operations in Plaquemines Parish violated SLCRMA and Louisiana law, and caused substantial damage to the coastal waters and nearby lands. Plaquemines Parish seeks, among other relief, unspecified money damages, attorney fees, interest, and payment of costs necessary to restore the allegedly affected areas. In May 2018, the case was removed to the U.S. District Court for the Eastern District of Louisiana. Plaquemines Parish, along with intervenors, moved to remand the case to state court. In May 2019, the case was remanded to the state district court for Plaquemines Parish. At the same time, the U.S. District Court certified a federal jurisdiction issue for review by the U.S. Fifth Circuit Court of Appeals and in June 2019, the U.S. District Court stayed the remand order pending the outcome of that review. The case is effectively stayed pending resolution of the federal jurisdiction issue by the Court of Appeals. Until these and other issues are determined, we are not able to reasonably estimate the extent of our potential liability, if any. We will continue to vigorously defend this case.

On March 29, 2019, the City of New Orleans and Orleans Parish (collectively, Orleans) filed a petition for damages in the state district court for Orleans Parish, Louisiana against SNG and 10 other energy companies alleging that the defendants’ operations in Orleans Parish violated the SLCRMA and Louisiana law, and caused substantial damage to the coastal waters and nearby lands. Orleans seeks, among other relief, unspecified money damages, attorney fees, interest, and payment of costs necessary to restore the allegedly affected areas. In April 2019, the case was removed to the U.S. District Court for the Eastern District of Louisiana. In May 2019, Orleans moved to remand the case to the state district court. In January 2020, the U.S. District Court ordered the case to be stayed and administratively closed pending the resolution of issues in a separate case to which SNG is not a party; Parish of Cameron vs. Auster Oil & Gas, Inc., pending in U.S. District Court for the Western District of Louisiana; after which either party may move to re-open the case. Until these and other issues are determined, we are not able to reasonably estimate the extent of our potential liability, if any. We will continue to vigorously defend this case.

Louisiana Landowner Coastal Erosion Litigation

Beginning in January 2015, several private landowners in Louisiana, as Plaintiffs, filed separate lawsuits in state district courts in Louisiana against a number of oil and gas pipeline companies, including two cases against TGP, two cases against SNG, and two cases against both TGP and SNG. In these cases, the Plaintiffs allege that the defendants failed to properly maintain pipeline canals and canal banks on their property, which caused the canals to erode and widen and resulted in substantial land loss, including significant damage to the ecology and hydrology of the affected property, and damage to timber and wildlife. The plaintiffs allege the defendants’ conduct constitutes a breach of the subject right of way agreements, is inconsistent with prudent operating practices, violates Louisiana law, and that defendants’ failure to maintain canals and canal

banks constitutes negligence and trespass. The plaintiffs seek, among other relief, unspecified money damages, attorney fees, interest, and payment of costs necessary to return the canals and canal banks to their as-built conditions and restore and remediate the affected property. The plaintiffs also seek a declaration that the defendants are obligated to take steps to maintain canals and canal banks going forward. One of these cases filed by Vintage Assets, Inc. and several landowners against SNG, TGP, and another defendant was tried in 2017 to the U.S. District Court for the Eastern District of Louisiana. On May 4, 2018, the U.S. District Court entered a judgment ruling in favor of the plaintiffs on certain of their contract claims. The U.S. District Court ordered the defendants to pay $1,104 in money damages, and issued a permanent injunction ordering the defendants to restore a total of 9.6 acres of land and maintain certain canals at widths designated by the right of way agreements in effect. The Court stayed the judgment and the injunction pending appeal. The parties each filed a separate appeal to the U.S. Court of Appeals for the Fifth Circuit. In October 2018, the Court of Appeals dismissed the appeals for lack of subject matter jurisdiction. In April 2019, the case was remanded to the state district court for Plaquemines Parish, Louisiana for further proceedings. The case is set for trial October 5, 2020. We will continue to vigorously defend these cases.

General

Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters set forth in this note, and other matters to which we and our subsidiaries are a party, will not have a material adverse effect on our business, financial position, results of operations or cash flows. As of both June 30, 2020 and December 31, 2019, we have accrued a total reserve for environmental liabilities in the amount of $259 million for each respective period. In addition, as of June 30, 2020 and December 31, 2019, we have recorded a receivable of $12 million and $15 million, respectively, for expected cost recoveries that have been deemed probable.

10. Recent Accounting Pronouncements

ASU No. 2018-14

On August 28, 2018, the FASB issued ASU No. 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU amends existing annual disclosure requirements applicable to all employers that sponsor defined benefit pension and other postretirement plans by adding, removing, and clarifying certain disclosures. ASU No. 2018-14 will be effective for us for the fiscal year ending December 31, 2020, and earlier adoption is permitted. We are currently reviewing the effect of this ASU to our financial statements.

ASU No. 2020-04

On March 12, 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by this reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently reviewing the effect of this ASU to our financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General and Basis of Presentation

The following discussion and analysis should be read in conjunction with our accompanying interim consolidated financial statements and related notes included elsewhere in this report, and in conjunction with (i) our consolidated financial statements and related notes and (ii) our management’s discussion and analysis of financial condition and results of operations included in our 2019 Form 10-K.

Sale of U.S. Portion of Cochin Pipeline and KML

On December 16, 2019, we closed on two cross-conditional transactions resulting in the sale of the U.S. portion of the Cochin Pipeline and all the outstanding equity of KML, including our 70% interest, to Pembina Pipeline Corporation (Pembina) (together, the “KML and U.S. Cochin Sale”). We received approximately 25 million shares of Pembina common equity for our interest in KML. On January 9, 2020, we sold our Pembina shares and received proceeds of approximately $907 million ($764 million after tax) which were used to repay maturing debt. The assets sold were part of our Natural Gas Pipelines and Terminals business segments.

COVID-19

The events as described above resulted in decreases of current and estimated long-term crude oil and NGL sale prices and volumes we expect to realize and in significant reductions to the market capitalization of many midstream and oil and gas producing companies. These events triggered us to review the carrying value of our long-lived assets and recoverability of goodwill as of March 31, 2020 and impacted our annual goodwill testing performed as of May 31, 2020. Our evaluations resulted in the recognition during the first six months of 2020 of a $350 million impairment for long-lived assets in our CO₂ business segment and goodwill impairments of $1,000 million and $600 million to our Natural Gas Pipelines Non-Regulated and CO₂ reporting units, respectively. For a further discussion of these impairments and our risk for future impairments, see Note 2, “Impairments.”

We have placed a priority on protecting our employees during this pandemic while continuing to provide essential services to our customers. We continue to follow the Centers for Disease Control guidelines for those employees that perform essential tasks in our operations and have taken a cautious enterprise-wide approach with a phased return to workplace process for our employees who are currently working remotely. During the first half of 2020, our incremental employee safety costs associated with COVID-19 mitigation have been less than $10 million, primarily for enhanced cleaning protocols and supplies. We continue to operate our assets safely and efficiently during this challenging period.

2020 Outlook

As previously announced, for 2020 our original budget contemplated DCF of approximately $5.1 billion ($2.24 per common share) and Adjusted EBITDA of approximately $7.6 billion. We now expect DCF to be below plan by slightly more than 10% and Adjusted EBITDA to be below plan by slightly more than 8%. As a result, we now expect to end 2020 with a Net Debt-to-Adjusted EBITDA ratio of approximately 4.7 times.

Market conditions also negatively impacted a number of planned expansion projects such that they are not needed at this time or no longer meet our internal return thresholds. We therefore expect the budgeted $2.4 billion expansion projects and contributions to joint ventures for 2020 to be lower by approximately $660 million. With this reduction, DCF less expansion capital expenditures is improved by over $100 million compared to budget, helping to keep our balance sheet strong. In addition, to help preserve flexibility and maintain balance sheet strength, our board of directors declared a dividend of $0.2625 per share, or $1.05 per share annualized, for the second quarter of 2020. This represents a 5% increase over the dividend declared for the second quarter of 2019 rather than the previously budgeted dividend of $0.3125, which would have been a 25% increase. We expect that our 2020 dividend payments as well as our 2020 discretionary spending will be funded with internally generated cash flow.

Considerable uncertainty exists with respect to the future pace and extent of a global economic recovery from the effects of the COVID-19 pandemic. In addition to the below discussions included in “—Results of Operations—Consolidated Earnings Results” and “—Segment Earnings Results,” the following table provides assumptions and sensitivities for impacts on our business that may be affected by that uncertainty.


Remaining 6 Months Commodity Volume and Price Assumptions	Sensitivity Range	Potential Impact to 2020 Adjusted EBITDA and DCF (in millions, by segment)
		Natural Gas Pipelines		Products Pipelines		Terminals		CO₂		Total
Natural Gas Gathering and Processing Volumes
3,030 Bbtu/d	+/- 5%	$	14							$	14
Refined Products Volumes (gasoline, diesel and jet fuel)
1,619 MBbl/d for Products Pipelines (the following apply to both the Products Pipelines and Terminals segments)	+/- 5%			$	17	$	5			$	22
Qtr 3: 11% - 12% reduction from budgeted quarter amount
Qtr 4: 5% reduction from budgeted quarter amount
Crude Oil & Condensate Pipeline Volumes
597 MBbl/d	+/- 5%			$	7					$	7
Crude Oil Production Volumes
44 MBbl/d, gross (31 MBbl/d, net)	+/- 5%							$	11	$	11
Crude Oil Price
$35/bbl	+/- $1/bbl WTI	$	0.1	$	0.6			$	0.2	$	0.9
NGL to Crude Oil Price Ratio
Natural Gas Pipelines 50% and CO₂ 35%	+/- 1%	$	—					$	0.2	$	0.2
								Potential Impact to 2020 DCF (in millions)
1-Month/3-Month LIBOR Interest Rates(a)								Total
0.24% / 0.35%	+/- 10-bp							$	1.9

Purpose of Outlook Assumptions and Sensitivity:
The above table provides key assumptions used in our 2020 forecast for the remaining six months of 2020 to incorporate the estimated impact of COVID-19 and commodity price declines. It also provides estimated financial impacts to 2020 Adjusted EBITDA and DCF for potential changes in those assumptions. These sensitivities are general estimates of anticipated impacts on our business segments and overall business of changes relative to our assumptions; the impact of actual changes may vary significantly depending on the affected asset, product and contract.

Notes:

(a)Sensitivity considers a combination of the 1-month and 3-month LIBOR rates. As of June 30, 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 June 30, 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.

We do not provide budgeted net income attributable to Kinder Morgan, Inc. or budgeted net income, the GAAP financial measures most directly comparable to the non-GAAP financial measures of DCF and Adjusted EBITDA, respectively, due to the impracticality of quantifying certain components required by GAAP such as: unrealized gains and losses on derivatives marked-to-market and potential changes in estimates for certain contingent liabilities. See “—Results of Operations—Overview—Non-GAAP Financial Measures” below.

Our updated expectations for 2020 discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance. Many of the factors that will determine these expectations are beyond our ability to control or predict, and because of these uncertainties, it is advisable not to put undue reliance on any forward-looking statements. Please read Part II, Item 1A. “Risk Factors” below and “Information Regarding Forward-Looking Statements” at the beginning of this report for

more information. Furthermore, we disclaim any obligation, other than as required by applicable law, to publicly update or revise any of our forward-looking statements to reflect future events or developments.

Results of Operations

Overview

As described in further detail below, our management evaluates our performance primarily using the GAAP financial measures of Segment EBDA (as presented in Note 7, “Reportable Segments”), net (loss) income and net (loss) income attributable to Kinder Morgan, Inc., along with the non-GAAP financial measures of Adjusted Earnings and DCF, both in the aggregate and per share for each, Adjusted Segment EBDA, Adjusted EBITDA, Net Debt and Net Debt to Adjusted EBITDA.

GAAP Financial Measures

The Consolidated Earnings Results for the three and six months ended June 30, 2020 and 2019 present Segment EBDA, net (loss) income and net (loss) income attributable to Kinder Morgan, Inc. which are prepared and presented in accordance with GAAP. Segment EBDA is a useful measure of our operating performance because it measures the operating results of our segments before DD&A and certain expenses that are generally not controllable by our business segment operating managers, such as general and administrative expenses and corporate charges, interest expense, net, and income taxes. Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated litigation and environmental expenses, and shared corporate services including accounting, information technology, human resources and legal services.

Non-GAAP Financial Measures

Our non-GAAP financial measures described below should not be considered alternatives to GAAP net (loss) income or other GAAP measures and have important limitations as analytical tools. Our computations of these non-GAAP financial measures may differ from similarly titled measures used by others. You should not consider these non-GAAP financial measures in isolation or as substitutes for an analysis of our results as reported under GAAP. Management compensates for the limitations of these non-GAAP financial measures by reviewing our comparable GAAP measures, understanding the differences between the measures and taking this information into account in its analysis and its decision making processes.

Certain Items

Certain Items, as adjustments used to calculate our non-GAAP financial measures, are items that are required by GAAP to be reflected in net (loss) income, but typically either (i) do not have a cash impact (for example, asset impairments), or (ii) by their nature are separately identifiable from our normal business operations and in our view are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation and casualty losses). See tables included in “—Consolidated Earnings Results (GAAP)—Certain Items Affecting Consolidated Earnings Results,” “—Non-GAAP Financial Measures—Reconciliation of Net (Loss) Income (GAAP) to Adjusted EBITDA” and “—Non-GAAP Financial Measures—Supplemental Information” below. In addition, Certain Items are described in more detail in the footnotes to tables included in “—Segment Earnings Results” and “—General and Administrative and Corporate Charges, Interest, net, and Noncontrolling Interests” below.

Adjusted Earnings

Adjusted Earnings is calculated by adjusting net (loss) income attributable to Kinder Morgan, Inc. for Certain Items. Adjusted Earnings is used by us and certain external users of our financial statements to assess the earnings of our business excluding Certain Items as another reflection of the Company’s ability to generate earnings. We believe the GAAP measure most directly comparable to Adjusted Earnings is net (loss) income attributable to Kinder Morgan, Inc. Adjusted Earnings per share uses Adjusted Earnings and applies the same two-class method used in arriving at basic earnings per common share. See “—Non-GAAP Financial Measures—Reconciliation of Net (Loss) Income Attributable to Kinder Morgan, Inc. (GAAP) to Adjusted Earnings to DCF” below.

DCF

DCF is calculated by adjusting net (loss) income attributable to Kinder Morgan, Inc. for Certain Items (Adjusted Earnings), and further by DD&A and amortization of excess cost of equity investments, income tax expense, cash taxes, sustaining capital expenditures and other items. DCF is a significant performance measure useful to management and external users of our

financial statements in evaluating our performance and in measuring and estimating the ability of our assets to generate cash earnings after servicing our debt, paying cash taxes and expending sustaining capital, that could be used for discretionary purposes such as common stock dividends, stock repurchases, retirement of debt, or expansion capital expenditures. DCF should not be used as an alternative to net cash provided by operating activities computed under GAAP. We believe the GAAP measure most directly comparable to DCF is net (loss) income attributable to Kinder Morgan, Inc. DCF per common share is DCF divided by average outstanding common shares, including restricted stock awards that participate in common share dividends. See “—Non-GAAP Financial Measures—Reconciliation of Net (Loss) Income Attributable to Kinder Morgan, Inc. (GAAP) to Adjusted Earnings to DCF” and “—Adjusted Segment EBDA to Adjusted EBITDA to DCF” below.

Adjusted Segment EBDA

Adjusted Segment EBDA is calculated by adjusting Segment EBDA for Certain Items attributable to the segment. Adjusted Segment EBDA is used by management in its analysis of segment performance and management of our business. We believe Adjusted Segment EBDA is a a useful performance metric because it provides management and external users of our financial statements additional insight into the ability of our segments to generate segment cash earnings on an ongoing basis. We believe it is useful to investors because it is a measure that management uses to allocate resources to our segments and assess each segment’s performance. We believe the GAAP measure most directly comparable to Adjusted Segment EBDA is Segment EBDA. See “—Consolidated Earnings Results (GAAP)—Certain Items Affecting Consolidated Earnings Results” for a reconciliation of Segment EBDA to Adjusted Segment EBDA by business segment.

Adjusted EBITDA

Adjusted EBITDA is calculated by adjusting EBITDA for Certain Items, our share of unconsolidated joint venture DD&A and income tax expense (net of our partners’ share of consolidating joint venture DD&A and income tax expense), and net income attributable to noncontrolling interests that is further adjusted for KML noncontrolling interests (net of its applicable Certain Items) for the periods presented through KML’s sale on December 16, 2019. Adjusted EBITDA is used by management and external users, in conjunction with our Net Debt (as described further below), to evaluate certain leverage metrics. Therefore, we believe Adjusted EBITDA is useful to investors. We believe the GAAP measure most directly comparable to Adjusted EBITDA is net (loss) income. See “—Adjusted Segment EBDA to Adjusted EBITDA to DCF” and “—Non-GAAP Financial Measures—Reconciliation of Net (Loss) Income (GAAP) to Adjusted EBITDA” below.

Net Debt

Net Debt is a non-GAAP financial measure that is useful to investors and other users of our financial information in evaluating our leverage. Net Debt is calculated by subtracting from debt (i) cash and cash equivalents; (ii) the preferred interest in the general partner of KMP (which was redeemed in January 2020); (iii) debt fair value adjustments; and (iv) the foreign exchange impact on Euro-denominated bonds for which we have entered into currency swaps. We believe the most comparable measure to Net Debt is debt net of cash and cash equivalents. Our Net Debt-to-Adjusted EBITDA ratio was 4.5 as of June 30, 2020.

Consolidated Earnings Results (GAAP)

The following tables summarize the key components of our consolidated earnings results.


	Three Months Ended June 30,
	2020		2019		Earnings increase/(decrease)
	(In millions, except percentages)
Segment EBDA(a)
Natural Gas Pipelines	$	(3)	$	1,088	$	(1,091)	(100)	%
Products Pipelines	227		307		(80)		(26)	%
Terminals	229		290		(61)		(21)	%
CO₂	146		196		(50)		(26)	%


Total Segment EBDA	599		1,881		(1,282)		(68)	%
DD&A	(532)		(579)		47		8	%
Amortization of excess cost of equity investments	(35)		(19)		(16)		(84)	%

General and administrative and corporate charges	(157)		(155)		(2)		(1)	%

Interest, net	(395)		(452)		57		13	%
(Loss) income before income taxes	(520)		676		(1,196)		(177)	%
Income tax expense	(104)		(148)		44		30	%


Net (loss) income	(624)		528		(1,152)		(218)	%
Net income attributable to noncontrolling interests	(13)		(10)		(3)		(30)	%
Net (loss) income attributable to Kinder Morgan, Inc.	$	(637)	$	518	$	(1,155)	(223)	%


	Six Months Ended June 30,
	2020		2019		Earnings increase/(decrease)
	(In millions, except percentages)
Segment EBDA(a)
Natural Gas Pipelines	$	1,193	$	2,291	$	(1,098)	(48)	%
Products Pipelines	496		583		(87)		(15)	%
Terminals	486		589		(103)		(17)	%
CO₂	(609)		394		(1,003)		(255)	%
Kinder Morgan Canada	—		(2)		2		100	%

Total Segment EBDA	1,566		3,855		(2,289)		(59)	%
DD&A	(1,097)		(1,172)		75		6	%
Amortization of excess cost of equity investments	(67)		(40)		(27)		(68)	%

General and administrative and corporate charges	(322)		(316)		(6)		(2)	%

Interest, net	(831)		(912)		81		9	%
(Loss) income before income taxes	(751)		1,415		(2,166)		(153)	%
Income tax expense	(164)		(320)		156		49	%


Net (loss) income	(915)		1,095		(2,010)		(184)	%
Net income attributable to noncontrolling interests	(28)		(21)		(7)		(33)	%
Net (loss) income attributable to Kinder Morgan, Inc.	$	(943)	$	1,074	$	(2,017)	(188)	%

_______

(a)Includes revenues, earnings from equity investments, and other, net, less operating expenses, loss (gain) 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.

(Loss) income before income taxes decreased $1,196 million and $2,166 million for the three and six months ended June 30, 2020, respectively, as compared to the respective prior year periods. The second quarter decrease was due primarily to a $1 billion non-cash impairment of goodwill associated with our Natural Gas Pipelines Non-Regulated reporting unit. The year-to-date decrease was due primarily to $1.95 billion of non-cash impairments of goodwill associated with our Natural Gas Pipelines Non-Regulated and CO₂ reporting units and non-cash impairments of certain oil and gas producing assets in our CO₂business segment. The decreases in results were further impacted by lower earnings from all of our business segments primarily attributable to COVID-19-related reduced energy demand and commodity price impacts discussed above, the impact of the KML and U.S. Cochin Sale in the fourth quarter of 2019 on our Natural Gas Pipelines and Terminals business segments, partially offset by the benefit of expansion projects in our Natural Gas Pipelines business segment and by lower interest expense and DD&A expense.

Certain Items Affecting Consolidated Earnings Results


	Three Months Ended June 30,
	2020										2019
	GAAP		Certain Items		Adjusted		GAAP		Certain Items		Adjusted		Adjusted amounts increase/(decrease) to earnings
	(In millions)
Segment EBDA
Natural Gas Pipelines	$	(3)	$	1,019	$	1,016	$	1,088	$	(17)	$	1,071	$	(55)
Products Pipelines	227		—		227		307		—		307		(80)
Terminals	229		—		229		290		—		290		(61)
CO₂	146		10		156		196		(12)		184		(28)

Total Segment EBDA(a)	599		1,029		1,628		1,881		(29)		1,852		(224)
DD&A and amortization of excess cost of equity investments	(567)		—		(567)		(598)		—		(598)		31
General and administrative and corporate charges(a)	(157)		—		(157)		(155)		3		(152)		(5)
Interest, net(a)	(395)		(1)		(396)		(452)		(3)		(455)		59
(Loss) income before income taxes	(520)		1,028		508		676		(29)		647		(139)
Income tax expense(b)	(104)		(10)		(114)		(148)		5		(143)		29
Net (loss) income	(624)		1,018		394		528		(24)		504		(110)
Net income attributable to noncontrolling interests(a)	(13)		—		(13)		(10)		(1)		(11)		(2)

Net (loss) income attributable to Kinder Morgan, Inc.	$	(637)	$	1,018	$	381	$	518	$	(25)	$	493	$	(112)


	Six Months Ended June 30,
	2020										2019
	GAAP		Certain Items		Adjusted		GAAP		Certain Items		Adjusted		Adjusted amounts increase/(decrease) to earnings
	(In millions)
Segment EBDA
Natural Gas Pipelines	$	1,193	$	1,002	$	2,195	$	2,291	$	(19)	$	2,272	$	(77)
Products Pipelines	496		4		500		583		17		600		(100)
Terminals	486		—		486		589		—		589		(103)
CO₂	(609)		940		331		394		(21)		373		(42)
Kinder Morgan Canada	—		—		—		(2)		2		—		—
Total Segment EBDA(a)	1,566		1,946		3,512		3,855		(21)		3,834		(322)
DD&A and amortization of excess cost of equity investments	(1,164)		—		(1,164)		(1,212)		—		(1,212)		48
General and administrative and corporate charges(a)	(322)		25		(297)		(316)		6		(310)		13
Interest, net(a)	(831)		—		(831)		(912)		(1)		(913)		82
(Loss) income before income taxes	(751)		1,971		1,220		1,415		(16)		1,399		(179)
Income tax expense(b)	(164)		(106)		(270)		(320)		7		(313)		43
Net (loss) income	(915)		1,865		950		1,095		(9)		1,086		(136)
Net income attributable to noncontrolling interests(a)	(28)		—		(28)		(21)		(1)		(22)		(6)

Net (loss) income attributable to Kinder Morgan, Inc.	$	(943)	$	1,865	$	922	$	1,074	$	(10)	$	1,064	$	(142)

_______

(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.

Net (loss) income attributable to Kinder Morgan, Inc. adjusted for Certain Items (Adjusted Earnings) decreased by $112 million and $142 million for the three and six months ended June 30, 2020, respectively, as compared to the respective prior year periods. Decreases in Adjusted Segment EBDA from the prior quarter and year-to-date periods were primarily due to lower earnings from all of our business segments primarily attributable to COVID-19-related reduced energy demand and commodity price impacts discussed above and the impact of the KML and U.S. Cochin Sale in the fourth quarter of 2019 on our Natural Gas Pipelines and Terminals business segments, partially offset by the benefit of expansion projects in our Natural Gas Pipelines business segment.

Non-GAAP Financial Measures

Reconciliation of Net (Loss) Income Attributable to Kinder Morgan, Inc. (GAAP) to Adjusted Earnings to DCF


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Net (loss) income attributable to Kinder Morgan, Inc. (GAAP)	$	(637)	$	518	$	(943)	$	1,074
Total Certain Items	1,018		(25)		1,865		(10)
Adjusted Earnings(a)	381		493		922		1,064
DD&A and amortization of excess cost of equity investments for DCF(b)	659		691		1,350		1,399
Income tax expense for DCF(a)(b)	132		162		313		357
Cash taxes(c)	(5)		(51)		(8)		(64)
Sustaining capital expenditures(c)	(159)		(189)		(300)		(304)
Other items(d)	(7)		22		(15)		47
DCF	$	1,001	$	1,128	$	2,262	$	2,499

Adjusted Segment EBDA to Adjusted EBITDA to DCF


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions, except per share amounts)
Natural Gas Pipelines	$	1,016	$	1,071	$	2,195	$	2,272
Products Pipelines	227		307		500		600
Terminals	229		290		486		589
CO₂	156		184		331		373

Adjusted Segment EBDA(a)	1,628		1,852		3,512		3,834
General and administrative and corporate charges(a)	(157)		(152)		(297)		(310)
KMI’s share of joint venture DD&A and income tax expense(a)(e)	110		119		229		245
Net income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)(a)	(13)		(2)		(28)		(5)
Adjusted EBITDA	1,568		1,817		3,416		3,764
Interest, net(a)	(396)		(455)		(831)		(913)
Cash taxes(c)	(5)		(51)		(8)		(64)
Sustaining capital expenditures(c)	(159)		(189)		(300)		(304)
KML noncontrolling interests DCF adjustments(f)	—		(16)		—		(31)

Other items(d)	(7)		22		(15)		47
DCF	$	1,001	$	1,128	$	2,262	$	2,499

Adjusted Earnings per common share	$	0.17	$	0.22	$	0.40	$	0.47
Weighted average common shares outstanding for dividends(g)	2,274		2,275		2,275		2,275
DCF per common share	$	0.44	$	0.50	$	0.99	$	1.10
Declared dividends per common share	$	0.2625	$	0.25	$	0.525	$	0.50

_______

(a)Amounts are adjusted for Certain Items. See tables included in “—Reconciliation of Net (Loss) Income (GAAP) to Adjusted EBITDA” and “—Supplemental Information” below.

(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.

Reconciliation of Net (Loss) Income (GAAP) to Adjusted EBITDA


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
Net (loss) income (GAAP)	$	(624)	$	528	$	(915)	$	1,095
Certain Items:
Fair value amortization	(4)		(7)		(12)		(15)
Legal, environmental and taxes other than income tax reserves	—		—		(8)		17
Change in fair value of derivative contracts(a)	32		(18)		(4)		(8)
(Gain) loss on impairments and divestitures, net(b)	—		(7)		371		(5)
Loss on impairment of goodwill(c)	1,000		—		1,600		—

Income tax Certain Items	(10)		5		(106)		7

Noncontrolling interests associated with Certain Items	—		(1)		—		(1)
Other	—		3		24		(5)
Total Certain Items	1,018		(25)		1,865		(10)
DD&A and amortization of excess cost of equity investments	567		598		1,164		1,212
Income tax expense(d)	114		143		270		313
KMI’s share of joint venture DD&A and income tax expense(d)(e)	110		119		229		245
Interest, net(d)	396		455		831		913
Net income attributable to noncontrolling interests (net of KML noncontrolling interests(d))	(13)		(1)		(28)		(4)
Adjusted EBITDA	$	1,568	$	1,817	$	3,416	$	3,764

______

(a)Gains or losses are reflected in our DCF when realized.

(b)Six months ended June 30, 2020 amount includes: (i) a pre-tax non-cash impairment loss of $350 million related to oil and gas producing assets in our CO₂ business segment driven by low oil price and $21 million for asset impairments in our Products Pipelines business segment which are reported within “Loss (gain) on impairments and divestitures, net” on our Consolidated Earnings Results (GAAP) table above.

(c)Three and six months ended June 30, 2020 amounts include a non-cash impairment of goodwill associated with our Natural Gas Pipelines Non-Regulated reporting unit. Six months ended June 30, 2020 also includes a non-cash impairment of goodwill associated with our CO₂reporting 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.

Supplemental Information


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(In millions)
DD&A (GAAP)	$	532	$	579	$	1,097	$	1,172
Amortization of excess cost of equity investments (GAAP)	35		19		67		40
DD&A and amortization of excess cost of equity investments	567		598		1,164		1,212
Our share of joint venture DD&A	92		98		186		197
DD&A attributable to KML noncontrolling interests	—		(5)		—		(10)
DD&A and amortization of excess cost of equity investments for DCF	$	659	$	691	$	1,350	$	1,399

Income tax expense (GAAP)	$	104	$	148	$	164	$	320
Certain Items	10		(5)		106		(7)
Income tax expense(a)	114		143		270		313
Our share of taxable joint venture income tax expense(a)	18		21		43		48
Income tax expense attributable to KML noncontrolling interests(a)	—		(2)		—		(4)
Income tax expense for DCF(a)	$	132	$	162	$	313	$	357

Net income attributable to KML noncontrolling interests	$	—	$	8	$	—	$	16
KML noncontrolling interests associated with Certain Items	—		1		—		1
KML noncontrolling interests(a)	—		9		—		17
DD&A attributable to KML noncontrolling interests	—		5		—		10
Income tax expense attributable to KML noncontrolling interests(a)	—		2		—		4
KML noncontrolling interests DCF adjustments(a)	$	—	$	16	$	—	$	31

Net income attributable to noncontrolling interests (GAAP)	$	13	$	10	$	28	$	21
Less: KML noncontrolling interests(a)	—		9		—		17
Net (loss) income attributable to noncontrolling interests (net of KML noncontrolling interests(a))	13		1		28		4
Noncontrolling interests associated with Certain Items	—		1		—		1
Net (loss) income attributable to noncontrolling interests (net of KML noncontrolling interests and Certain Items)	$	13	$	2	$	28	$	5

Additional joint venture information:
Our share of joint venture DD&A	$	92	$	98	$	186	$	197
Our share of joint venture income tax expense(a)	18		21		43		48
Our share of joint venture DD&A and income tax expense(a)	$	110	$	119	$	229	$	245

Our share of taxable joint venture cash taxes	$	(6)	$	(34)	$	(10)	$	(34)

Our share of joint venture sustaining capital expenditures	$	(26)	$	(31)	$	(52)	$	(50)

______

(a)Amounts are adjusted for Certain Items.

Segment Earnings Results

Natural Gas Pipelines


	Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019			2020		2019
	(In millions, except operating statistics)
Revenues	$	1,571	$	1,968		$	3,446	$	4,169
Operating expenses	(729)		(1,030)			(1,577)		(2,197)
(Loss) gain on impairments and divestitures, net	(1,000)		10			(1,000)		10
Other income	—		1			1		2
Earnings from equity investments	151		131			315		290

Other, net	4		8			8		17
Segment EBDA	(3)		1,088			1,193		2,291
Certain Items(a)(b)	1,019		(17)			1,002		(19)
Adjusted Segment EBDA	$	1,016	$	1,071		$	2,195	$	2,272

Change from prior period	Increase/(Decrease)
Adjusted revenues	$	(366)	(19)		%	$	(724)	(17)		%
Adjusted Segment EBDA	(55)		(5)		%	(77)		(3)		%

Volumetric data(c)
Transport volumes (BBtu/d)	35,733		34,790			37,414		35,413
Sales volumes (BBtu/d)	2,112		2,323			2,303		2,327
Gathering volumes (BBtu/d)	3,043		3,323			3,202		3,312
NGLs (MBbl/d)	29		32			30		32

_______

Certain Items affecting Segment EBDA

(a)Includes revenue Certain Item amounts of $23 million and $(1) million for the three and six months ended June 30, 2020, respectively, and $(8) million for the three months ended June 30, 2019 primarily related to non-cash mark-to-market derivative contracts used to hedge forecasted natural gas and NGL sales.

(b)Includes non-revenue Certain Item amounts of $996 million and $1,003 million for the three and six months ended June 30, 2020, respectively, and $(9) million and $(19) million for the three and six months ended June 30, 2019, respectively. Three and six month 2020 amounts primarily resulted from a $1,000 million non-cash goodwill impairment on our Natural Gas Pipelines Non-Regulated reporting unit. Six month 2019 amount primarily relates to an increase in earnings for our share of certain equity investees’ amortization of regulatory liabilities.

Other

(c)Joint venture throughput is reported at our ownership share. Volumes for assets sold are excluded for all periods presented.

Below are the changes in both Adjusted Segment EBDA and adjusted revenues, in the comparable three and six-month periods ended June 30, 2020 and 2019:

Three Months Ended June 30, 2020 versus Three Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Midstream	$	(72)	(24)	%	$	(411)	(37)	%
West Region	(15)		(6)	%	(7)		(2)	%
East Region	32		6	%	51		10	%

Intrasegment eliminations	—		—	%	1		25	%
Total Natural Gas Pipelines	$	(55)	(5)	%	$	(366)	(19)	%

Six Months Ended June 30, 2020 versus Six Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Midstream	$	(115)	(17)	%	$	(825)	(34)	%
West Region	(14)		(3)	%	3		—	%
East Region	52		5	%	96		9	%

Intrasegment eliminations	—		—	%	2		29	%
Total Natural Gas Pipelines	$	(77)	(3)	%	$	(724)	(17)	%

The changes in Segment EBDA for our Natural Gas Pipelines business segment are further explained by the following discussion of the significant factors driving Adjusted Segment EBDA in the comparable three and six-month periods ended June 30, 2020 and 2019:

•Midstream’s decreases of $72 million (24%) and $115 million (17%), respectively, were primarily due to (i) decreases of $38 million and $72 million, respectively, related to the sale of the Cochin Pipeline on December 16, 2019 to Pembina; (ii) lower volumes on KinderHawk, Oklahoma and Hiland Midstream assets; (iii) lower prices on South Texas assets; and (iv) lower contract rates on our North Texas assets. These decreases were partially offset by higher equity earnings due to the Gulf Coast Express Pipeline being placed in service in September 2019. Overall Midstream’s revenues decreased in both the three and six-month periods primarily due to lower commodity prices which was largely offset by corresponding decreases in costs of sales;

•West Region’s decreases of $15 million (6%) and $14 million (3%), respectively, were primarily due to decreases in earnings from (i) Ruby Pipeline Company, L.L.C. primarily due to lower transportation revenues and an increase in operating expenses due to the recognition of a credit loss reserve associated with a shipper; (ii) EPNG driven by higher operating expenses; and (iii) Cheyenne Plains Gas Pipeline Company, L.L.C. as a result of the expiration of one shipper’s contract, partially offset by increased earnings from CIG resulting from an expansion project in the Denver Julesburg basin; and

•East Region’s increases of $32 million (6%) and $52 million (5%), respectively, were primarily due to increases in earnings from ELC and Southern LNG Company, L.L.C. resulting from six of ten liquefaction units (part of the Elba Liquefaction project) being placed into service in the later part of 2019 and first six months of 2020, partially offset by reduced contributions from TGP due to mild weather in the Northeast and the impact of the FERC 501-G rate settlement.

Products Pipelines


	Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019			2020		2019
	(In millions, except operating statistics)
Revenues	$	345	$	442		$	840	$	866
Operating expenses	(131)		(157)			(352)		(323)
Loss on impairments and divestitures, net	—		—			(21)		—

Earnings from equity investments	13		17			28		35

Other, net	—		5			1		5
Segment EBDA	227		307			496		583
Certain Items(a)	—		—			4		17
Adjusted Segment EBDA	$	227	$	307		$	500	$	600

Change from prior period	Increase/(Decrease)
Adjusted revenues	$	(97)	(22)		%	$	(26)	(3)		%
Adjusted Segment EBDA	(80)		(26)		%	(100)		(17)		%

Volumetric data(b)
Gasoline(c)	762		1,090			862		1,035
Diesel fuel	371		379			365		358
Jet fuel	98		303			196		298
Total refined product volumes	1,231		1,772			1,423		1,691
Crude and condensate	479		651			590		647
Total delivery volumes (MBbl/d)	1,710		2,423			2,013		2,338

_______

Certain Items affecting Segment EBDA

(a)Includes non-revenue Certain Item amounts of $4 million and $17 million for the six months ended June 30, 2020 and 2019, respectively. Six month 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. Six month 2019 amount is related to an unfavorable adjustment of tax reserves, other than income taxes.

Other

(b)Joint venture throughput is reported at our ownership share.

(c)Volumes include ethanol pipeline volumes.

Below are the changes in both Adjusted Segment EBDA and adjusted revenues, in the comparable three and six-month periods ended June 30, 2020 and 2019.

Three Months Ended June 30, 2020 versus Three Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Crude and Condensate	$	(32)	(28)	%	$	(53)	(30)	%
West Coast Refined Products	(30)		(24)	%	(33)		(18)	%
Southeast Refined Products	(18)		(27)	%	(11)		(13)	%

Total Products Pipelines	$	(80)	(26)	%	$	(97)	(22)	%

Six Months Ended June 30, 2020 versus Six Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Crude and Condensate	$	(49)	(21)	%	$	1	—	%
West Coast Refined Products	(20)		(8)	%	(26)		(7)	%
Southeast Refined Products	(31)		(23)	%	(1)		(1)	%
Total Products Pipelines	$	(100)	(17)	%	$	(26)	(3)	%

The changes in Segment EBDA for our Products Pipelines business segment are further explained by the following discussion of the significant factors driving Adjusted Segment EBDA in the comparable three and six-month periods ended June 30, 2020 and 2019:

•Crude and Condensate’s decreases of $32 million (28%) and $49 million (21%), respectively, were primarily due to decreased earnings from Kinder Morgan Crude & Condensate Pipeline (KMCC) and the Bakken Crude assets. KMCC’s decreased earnings were due to lower contracted rates and lower volumes. The Bakken Crude assets decreased earnings were primarily driven by lower volumes. KMCC and Bakken Crude assets year-to-date decreases were also impacted by unfavorable inventory valuation adjustments driven by declines in commodity prices during the first quarter of 2020;

•West Coast Refined Products’ decreases of $30 million (24%) and $20 million (8%), respectively, were due to decreased earnings on Pacific (SFPP) operations, Calnev Pipe Line LLC and West Coast terminals driven by lower services revenues as a result of a reduction in volumes due to COVID-19; and

•Southeast Refined Products’ decreases of $18 million (27%) and $31 million (23%), respectively, were primarily due to decreased earnings from our South East Terminals and a decrease in equity earnings from Plantation Pipe Line as a result of decreased transportation revenues driven by lower volumes and prices due to COVID-19. Year-to-date decrease was also impacted by lower earnings from our Transmix processing operations driven by unfavorable inventory adjustments resulting from commodity price declines during the first quarter 2020.

Terminals


	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
	(In millions, except operating statistics)
Revenues	$	419		$	507		$	861		$	1,016
Operating expenses	(193)			(221)			(385)			(437)
Loss on divestitures and impairments, net	(5)			—			(5)			—

Earnings from equity investments	7			4			12			9
Other, net	1			—			3			1
Segment EBDA	229			290			486			589
Certain Items	—			—			—			—
Adjusted Segment EBDA	$	229		$	290		$	486		$	589

Change from prior period	Increase/(Decrease)
Adjusted revenues	$	(88)		(17)		%	$	(155)		(15)		%
Adjusted Segment EBDA	(61)			(21)		%	(103)			(17)		%

Volumetric data(a)
Liquids leasable capacity (MMBbl)	79.4			79.3			79.4			79.3
Liquids utilization %(b)	95.5		%	93.4		%	95.5		%	93.4		%
Bulk transload tonnage (MMtons)	11.1			14.2			24.0			27.9

Other

(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.

Below are the changes in both Adjusted Segment EBDA and adjusted revenues, in the comparable three and six-month periods ended June 30, 2020 and 2019.

Three Months Ended June 30, 2020 versus Three Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Alberta Canada	$	(32)	(100)	%	$	(48)	(100)	%
Gulf Liquids	(14)		(17)	%	(7)		(6)	%
Mid Atlantic	(7)		(37)	%	(7)		(22)	%
West Coast	(6)		(100)	%	(17)		(100)	%
All others (including intrasegment eliminations)	(2)		(1)	%	(9)		(3)	%
Total Terminals	$	(61)	(21)	%	$	(88)	(17)	%

Six Months Ended June 30, 2020 versus Six Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Alberta Canada	$	(65)	(100)	%	$	(97)	(100)	%
Gulf Liquids	(16)		(10)	%	(6)		(3)	%
Mid Atlantic	(9)		(24)	%	(12)		(18)	%
West Coast	(12)		(100)	%	(33)		(100)	%



All others (including intrasegment eliminations)	(1)		—	%	(7)		(1)	%
Total Terminals	$	(103)	(17)	%	$	(155)	(15)	%

The changes in Segment EBDA for our Terminals business segment are further explained by the following discussion of the significant factors driving Adjusted Segment EBDA in the comparable three and six-month periods ended June 30, 2020 and 2019:

•the Sale of KML assets to Pembina on December 16, 2019, which accounted for the decreases on our Alberta Canada terminals and our West Coast terminals;

•decreases of $14 million (17%) and $16 million (10%), respectively, from our Gulf Liquids terminals primarily driven by lower volumes and associated ancillary fees related to demand reduction attributable to COVID-19 as well as tanks being temporarily off-lease as they are transitioned to new customers following the termination of a major customer contract; and

•decreases of $7 million (37%) and $9 million (24%), respectively, from our Mid Atlantic terminals primarily due to lower coal volumes at our Pier IX facility driven by coal market weakness largely attributable to demand reduction associated with COVID-19.

CO2


	Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019			2020		2019
	(In millions, except operating statistics)
Revenues	$	232	$	310		$	541	$	615
Operating expenses	(91)		(123)			(213)		(240)
Loss on impairments and divestitures, net	—		—			(950)		—

Earnings from equity investments	5		9			13		19

Segment EBDA	146		196			(609)		394
Certain Items(a)(b)	10		(12)			940		(21)
Adjusted Segment EBDA	$	156	$	184		$	331	$	373

Change from prior period	Increase/(Decrease)
Adjusted revenues	$	(56)	(19)		%	$	(63)	(11)		%
Adjusted Segment EBDA	(28)		(15)		%	(42)		(11)		%

Volumetric data
SACROC oil production	22.0		24.4			22.6		24.4
Yates oil production	6.7		7.3			6.9		7.3
Katz and Goldsmith oil production	2.5		3.8			2.9		4.0
Tall Cotton oil production	1.8		2.4			2.1		2.5
Total oil production, net (MBbl/d)(c)	33.0		37.9			34.5		38.2
NGL sales volumes, net (MBbl/d)(c)	9.4		10.4			9.6		10.2

CO₂ production, net (Bcf/d)	0.4		0.6			0.5		0.6
Realized weighted average oil price per Bbl	$	50.31	$	49.95		$	52.56	$	49.31
Realized weighted average NGL price per Bbl	$	15.84	$	23.58		$	17.84	$	24.75

_______

Certain Items affecting Segment EBDA

(a)Includes revenue Certain Item amounts of $10 million and $(10) million for the three and six months ended June 30, 2020, respectively, and $(12) million and $(21) million for the three and six months ended June 30, 2019, respectively, related to unrealized (gains) losses associated with derivative contracts used to hedge forecasted commodity sales.

(b)Includes non-revenue Certain Item amount of $950 million for the six months ended June 30, 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.

Other

(c)Net of royalties and outside working interests.

Below are the changes in both Adjusted Segment EBDA and adjusted revenues, in the comparable three and six-month periods ended June 30, 2020 and 2019.

Three Months Ended June 30, 2020 versus Three Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Source and Transportation activities	$	(24)	(33)	%	$	(29)	(30)	%
Oil and Gas Producing activities	(4)		(4)	%	(32)		(16)	%
Intrasegment eliminations	—		—	%	5		83	%
Total CO₂	$	(28)	(15)	%	$	(56)	(19)	%

Six Months Ended June 30, 2020 versus Six Months Ended June 30, 2019


	Adjusted Segment EBDA increase/(decrease)						Adjusted revenues increase/(decrease)
	(In millions, except percentages)
Source and Transportation activities	$	(38)	(25)	%	$	(45)	(23)	%
Oil and Gas Producing activities	(4)		(2)	%	(27)		(7)	%
Intrasegment eliminations	—		—	%	9		69	%
Total CO₂	$	(42)	(11)	%	$	(63)	(11)	%

The changes in Segment EBDA for our CO₂ business segment are further explained by the following discussion of the significant factors driving Adjusted Segment EBDA in the comparable three and six-month periods ended June 30, 2020 and 2019:

•decreases of $24 million (33%) and $38 million (25%), respectively, from our Source and Transportation activities primarily due to decreases of $31 million and $49 million, respectively, related to lower CO₂ sales volumes partially offset by lower operating expenses of $8 million and $13 million, respectively; and

•decreases of $4 million (4%) and $4 million (2%), respectively, from our Oil and Gas Producing activities primarily due to (i) lower volumes which decreased revenues by $28 million and $35 million, respectively; and (ii) lower NGL prices which decreased revenues by $9 million and $16 million, respectively, offset by (i) higher realized crude oil prices which increased revenues by $5 million and $24 million, respectively; and (ii) lower operating expenses of $23 million and $18 million, respectively.

We believe that our existing hedge contracts in place within our CO₂ business segment substantially mitigate commodity price sensitivities in the near-term and to lesser extent over the following few years from price exposure. Below is a summary of our CO₂business segment hedges outstanding as of June 30, 2020.


	Remaining 2020		2021		2022		2023		2024
Crude Oil(a)
Price ($/barrel)	$	55.84	$	53.48	$	53.28	$	50.14	$	43.03
Volume (barrels per day)	30,948		17,400		8,400		5,150		850
NGLs
Price ($/barrel)	$	27.62	$	24.39
Volume (barrels per day)	6,065		575
Midland-to-Cushing Basis Spread
Price ($/barrel)	$	0.14
Volume (barrels per day)	31,100

_______

(a)Includes West Texas Intermediate hedges.

General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests


	Three Months Ended June 30,						Earnings increase/(decrease
	2020		2019
	(In millions, except percentages)
General and administrative (GAAP)	$	(155)	$	(148)	$	(7)	(5)	%
Corporate charges	(2)		(7)		5		71	%
Certain Items(a)	—		3		(3)		(100)	%
General and administrative and corporate charges(b)	$	(157)	$	(152)	$	(5)	(3)	%

Interest, net (GAAP)	$	(395)	$	(452)	$	57	13	%
Certain Items(c)	(1)		(3)		2		67	%
Interest, net(b)	$	(396)	$	(455)	$	59	13	%






Net income attributable to noncontrolling interests (GAAP)	$	(13)	$	(10)	$	(3)	(30)	%
Certain Items	—		(1)		1		100	%
Net income attributable to noncontrolling interests(b)	$	(13)	$	(11)	$	(2)	(18)	%


	Six Months Ended June 30,						Earnings increase/(decrease)
	2020		2019
	(In millions, except percentages)
General and administrative (GAAP)	$	(308)	$	(302)	$	(6)	(2)	%
Corporate charges	(14)		(14)		—		—	%
Certain Items(a)	25		6		19		317	%
General and administrative and corporate charges(b)	$	(297)	$	(310)	$	13	4	%

Interest, net (GAAP)	$	(831)	$	(912)	$	81	9	%
Certain Items(c)	—		(1)		1		100	%
Interest, net(b)	$	(831)	$	(913)	$	82	9	%






Net income attributable to noncontrolling interests (GAAP)	$	(28)	$	(21)	$	(7)	(33)	%
Certain Items	—		(1)		1		100	%
Net income attributable to noncontrolling interests(b)	$	(28)	$	(22)	$	(6)	(27)	%

Certain items

(a)Six month 2020 amount includes an increase in expense of $23 million associated with the non-cash fair value adjustment and the dividend on the Pembina common stock.

(b)Amounts are adjusted for Certain Items.

(c)Three and six month 2020 amounts include (i) decreases in interest expense of $4 million and $12 million, respectively, related to non-cash debt fair value adjustments associated with acquisitions and (ii) increases in expense of $3 million and $14 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 and six month 2019 amounts include (i) decreases in interest expense of $7 million and $15 million, respectively, related to non-cash debt fair value adjustments associated with acquisitions and (ii) increases in expense of $3 million and $13 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.

General and administrative expenses and corporate charges adjusted for Certain Items increased $5 million and decreased $13 million for the three and six months ended June 30, 2020, respectively, when compared with the respective prior year periods. The second quarter increase was primarily due to lower capitalized costs of $24 million reflecting the COVID-19-related cutback on capital projects by our CO₂and Natural Gas Pipelines business segments and our Gulf Coast project being placed in service in September 2019, partially offset by lower pension expenses of $11 million and lower expenses of $6 million due to the sale of KML. The year-to-date decrease was primarily due to lower expenses of $20 million due to the sale

of KML, lower pension expenses of $23 million, $7 million lower benefit-related costs and a 2019 project write-off in our Terminals segment, partially offset by lower capitalized costs of $39 million reflecting the COVID-19-related cutback on capital projects by our CO₂and Natural Gas Pipelines business segments and our Gulf Coast project being placed in service in September 2019.

In the table above, we report our interest expense as “net,” meaning that we have subtracted interest income and capitalized interest from our total interest expense to arrive at one interest amount. Our consolidated interest expense, net of interest income adjusted for Certain Items for the three and six months ended June 30, 2020 when compared with the respective prior year periods decreased $59 million and $82 million, respectively, primarily due to lower weighted average long-term debt balances and lower LIBOR rates partially offset by lower capitalized interest.

We use interest rate swap agreements to convert a portion of the underlying cash flows related to our long-term fixed rate debt securities (senior notes) into variable rate debt in order to achieve our desired mix of fixed and variable rate debt. As of June 30, 2020 and December 31, 2019, approximately 17% and 27%, respectively, of the principal amount of our debt balances were 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. For more information on our interest rate swaps, see Note 5 “Risk Management—Interest Rate Risk Management” to our consolidated financial statements.

Net income attributable to noncontrolling interests represents the allocation of our consolidated net income attributable to all outstanding ownership interests in our consolidated subsidiaries that are not owned by us. Net income attributable to noncontrolling interests for the three and six months ended June 30, 2020 when compared with the respective prior year periods increased $2 million and $6 million, respectively.

Income Taxes

Our tax expense for the three months ended June 30, 2020 was approximately $104 million as compared with $148 million for the same period of 2019. The $44 million decrease in tax expense was due primarily to lower pre-tax book income in the 2020 period.

Our tax expense for the six months ended June 30, 2020 was approximately $164 million as compared with $320 million for the same period of 2019. The $156 million decrease in tax expense was due primarily to (i) lower pre-tax book income in the 2020 period; (ii) lower foreign income taxes as a result of the KML and U.S. Cochin Sale in 2019; and (iii) the refund of alternative minimum tax sequestration credits in 2020.

Liquidity and Capital Resources

General

As of June 30, 2020, we had $526 million of “Cash and cash equivalents,” an increase of $341 million from December 31, 2019. Additionally, as of June 30, 2020, we had borrowing capacity of approximately $3.9 billion under our $4 billion revolving credit facility (discussed below in “—Short-term Liquidity”). As discussed further below, we believe our cash flows from operating activities, cash position and remaining borrowing capacity on our credit facility are more than adequate to allow us to manage our day-to-day cash requirements and anticipated obligations.

We have consistently generated substantial cash flow from operations, providing a source of funds of $2,232 million and $2,098 million in the first six months of 2020 and 2019, respectively. The period-to-period increase is discussed below in “—Cash Flows—Operating Activities.” We primarily rely on cash provided from operations to fund our operations as well as our debt service, sustaining capital expenditures, dividend payments and our growth capital expenditures. We expect the negative impact of the decline in commodity prices and refined product demand to continue in the near term, which will negatively affect our operating cash flows; however, we continue to expect that our short-term liquidity needs will be met through retained cash from operations, short-term borrowings or by issuing new long-term debt to refinance certain of our maturing long-term debt obligations.

Due to the significant uncertainty regarding the length and impact of COVID-19 on the energy industry and potential impacts to our business, and to preserve flexibility and to continue strengthening our cash position, we announced a 5% increase in our dividend for each of the first and second quarters of 2020 over the fourth quarter of 2019, a reduction in our planned 25% dividend increase, and a reduction of approximately $660 million in our estimated capital expansion for 2020 as a number of planned expansion projects no longer meet our internal return thresholds. As a result, we continue to be able to fully fund our dividend payments as well as all of our discretionary spending in 2020. We expect to access the debt capital

markets from time to time to refinance our maturing long-term debt. Given our revolver availability relative to debt maturing in the next eighteen months, we have significant flexibility on the timing of refinancing those obligations.

To refinance construction costs of its recent expansions, on February 24, 2020, TGP, a wholly owned subsidiary, issued in a private placement $1,000 million aggregate principal amount of its 2.90% senior notes due 2030 and received net proceeds of $991 million. We used the proceeds to repay maturing debt. Additionally, during March 2020 we opportunistically repurchased approximately 3.6 million of our Class P shares for approximately $50 million at an average price including commissions of $13.94 per share.

Short-term Liquidity

As of June 30, 2020, our principal sources of short-term liquidity are (i) cash from operations; and (ii) our $4.0 billion revolving credit facility and associated commercial paper program. The loan commitments under our revolving credit facility can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Letters of credit and commercial paper borrowings reduce borrowings allowed under our credit facility. We provide for liquidity by maintaining a sizable amount of excess borrowing capacity under our credit facility and, as previously discussed, have consistently generated strong cash flows from operations. We do not anticipate any significant limitations from the impacts of COVID-19 with respect to our ability to access funding through our credit facility.

As of June 30, 2020, our $3,006 million of short-term debt consisted primarily of senior notes that mature in the next twelve months. During 2020, we used the proceeds from the sale of the Pembina common equity that we received for the sale of KML to reduce debt. Otherwise, as our debt becomes due, we intend to fund our short-term debt primarily through credit facility borrowings, commercial paper borrowings, cash flows from operations, and/or issuing new long-term debt. Our short-term debt balance as of December 31, 2019 was $2,477 million.

We had working capital (defined as current assets less current liabilities) deficits of $2,712 million and $1,862 million as of June 30, 2020 and December 31, 2019, respectively. Our current liabilities may include short-term borrowings, which we may periodically replace with long-term financing and/or pay down using cash from operations. The overall $850 million unfavorable change from year-end 2019 was primarily due to (i) an increase of approximately $665 million in senior notes that mature in the next twelve months; (ii) a decrease of $925 million related to the sale of Pembina common equity in January 2020; partially offset by (i) an increase in cash and cash equivalents of $341 million; (ii) a favorable fair value adjustment of $211 million on derivative contracts in 2020; and (iii) the $100 million repayment of the preferred interest in Kinder Morgan G.P. Inc. Generally, our working capital balance varies due to factors such as the timing of scheduled debt payments, timing differences in the collection and payment of receivables and payables, the change in fair value of our derivative contracts, and changes in our cash and cash equivalent balances as a result of excess cash from operations after payments for investing and financing activities.

Counterparty Creditworthiness

Some of our customers or other counterparties may experience severe financial problems that may have a significant impact on their creditworthiness. These financial problems may arise from our current global economic conditions, continued volatility of commodity prices or otherwise. In such situations, we utilize, to the extent allowable under applicable contracts, tariffs and regulations, prepayments and other security requirements, such as letters of credit, to enhance our credit position relating to amounts owed from these counterparties. While we believe we have taken reasonable measures to protect against counterparty credit risk, we cannot provide assurance that one or more of our customers or other counterparties will not become financially distressed and will not default on their obligations to us or that such a default or defaults will not have a material adverse effect on our business, financial position, future results of operations, or future cash flows. The balance of our allowance for credit losses as of June 30, 2020 and December 31, 2019, was $20 million and $9 million, respectively, reflected in “Other current assets” on our consolidated balance sheets, which includes reserves for counterparty bankruptcies recorded during the six months ended June 30, 2020. Our outlook as discussed under “—2020 Outlook” takes into account the estimated impact for 2020 attributable to counterparty bankruptcy filings to date. See also our “Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, Part II, Item 1A. Risk Factors —Financial distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the products or services we provide or otherwise fulfill their obligations to us.”

Capital Expenditures

We account for our capital expenditures in accordance with GAAP. We also distinguish between capital expenditures that are maintenance/sustaining capital expenditures and those that are expansion capital expenditures (which we also refer to as

discretionary capital expenditures). Expansion capital expenditures are those expenditures that increase throughput or capacity from that which existed immediately prior to the addition or improvement, and are not deducted in calculating DCF (see “Results of Operations—Overview—Non-GAAP Financial Measures—DCF”). With respect to our oil and gas producing activities, we classify a capital expenditure as an expansion capital expenditure if it is expected to increase capacity or throughput (i.e., production capacity) from the capacity or throughput immediately prior to the making or acquisition of such additions or improvements. Maintenance capital expenditures are those that maintain throughput or capacity. The distinction between maintenance and expansion capital expenditures is a physical determination rather than an economic one, irrespective of the amount by which the throughput or capacity is increased.

Budgeting of maintenance capital expenditures is done annually on a bottom-up basis. For each of our assets, we budget for and make those maintenance capital expenditures that are necessary to maintain safe and efficient operations, meet customer needs and comply with our operating policies and applicable law. We may budget for and make additional maintenance capital expenditures that we expect to produce economic benefits such as increasing efficiency and/or lowering future expenses. Budgeting and approval of expansion capital expenditures are generally made periodically throughout the year on a project-by-project basis in response to specific investment opportunities identified by our business segments from which we generally expect to receive sufficient returns to justify the expenditures. Generally, the determination of whether a capital expenditure is classified as a maintenance/sustaining or as an expansion capital expenditure is made on a project level. The classification of our capital expenditures as expansion capital expenditures or as maintenance capital expenditures is made consistent with our accounting policies and is generally a straightforward process, but in certain circumstances can be a matter of management judgment and discretion. The classification has an impact on DCF because capital expenditures that are classified as expansion capital expenditures are not deducted from DCF, while those classified as maintenance capital expenditures are.

Our capital expenditures for the six months ended June 30, 2020, and the amount we expect to spend for the remainder of 2020 to sustain and grow our businesses are as follows:


	Six Months Ended June 30, 2020		2020 Remaining		Total 2020(a)
	(In millions)
Sustaining capital expenditures(b)(c)	$	300	$	354	$	654
Discretionary capital investments(c)(d)(e)	1,024		707		1,731

_______

(a)Amounts include reductions due to revised outlook, as discussed above in “—General.”

(b)Six months ended June 30, 2020, 2020 Remaining, and Total 2020 amounts include $52 million, $66 million, and $118 million, respectively, for our proportionate share of certain equity investees’ and certain consolidating joint venture subsidiaries’ sustaining capital expenditures.

(c)Six months ended June 30, 2020 amount include $4 million of net changes from accrued capital expenditures, contractor retainage, and other.

(d)Six months ended June 30, 2020 amount includes $305 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.

Off Balance Sheet Arrangements

There have been no material changes in our obligations with respect to other entities that are not consolidated in our financial statements that would affect the disclosures presented as of December 31, 2019 in our 2019 Form 10-K.

Commitments for the purchase of property, plant and equipment as of June 30, 2020 and December 31, 2019 were $321 million and $439 million, respectively. The decrease of $118 million was primarily driven by capital commitments related to our Natural Gas Pipelines business segment.

Cash Flows

Operating Activities

Cash provided by operating activities increased $134 million in the six months ended June 30, 2020 compared to the respective 2019 period primarily due to:

•a $172 million increase in cash related to accrued taxes driven largely by the $136 million of net income tax payments in the 2020 period compared to $370 million of net income tax payments in the 2019 period, which in both periods

were primarily for foreign income taxes associated with the sale of certain Canadian assets in the respective periods. The income tax payments for the 2020 period are net of a $20 million refund related to alternative minimum tax sequestration credits; and

•a $38 million decrease in cash from other operating activities in the 2020 period compared to the 2019 period.

Investing Activities

Cash used in investing activities decreased $1,554 million for the six months ended June 30, 2020 compared to the respective 2019 period primarily attributable to:

•an $827 million increase in cash primarily due to $907 million of proceeds received from the sale of the Pembina shares in the 2020 period;

•a $587 million decrease in cash used for contributions to equity investments driven by lower contributions to Gulf Coast Express Pipeline LLC, Citrus Corporation, Fayetteville 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 $215 million decrease in capital expenditures in the 2020 period over the comparative 2019 period primarily due to lower expenditures on the Elba Liquefaction expansion and also reflecting our cutback of planned capital projects in the wake of COVID-19.

Financing Activities

Cash used in financing activities decreased $1,764 million for the six months ended June 30, 2020 compared to the respective 2019 period primarily attributable to:

•a $1,190 million net decrease in cash used related to debt activity as a result of lower net debt payments in the 2020 period compared to the 2019 period; and

•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 $142 million increase in dividend payments to our common shareholders; and

•a $101 million decrease in contributions received from investment partner and noncontrolling interests primarily driven by lower contributions received from EIG Global Energy Partners in the 2020 period compared to the 2019 period.

Common Stock Dividends

We expect to declare common stock dividends of $1.05 per share on our common stock for 2020. The table below reflects our 2020 common stock dividends declared:

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

June 30, 2020

0.2625

July 22, 2020

August 3, 2020

August 17, 2020

The actual amount of common stock dividends to be paid on our capital stock will depend on many factors, including our financial condition and results of operations, liquidity requirements, business prospects, capital requirements, legal, regulatory and contractual constraints, tax laws, Delaware laws and other factors. See Item 1A. “Risk Factors—The guidance we provide for our anticipated dividends is based on estimates. Circumstances may arise that lead to conflicts between using funds to pay anticipated dividends or to invest in our business.” of our 2019 Form 10-K. All of these matters will be taken into consideration by our board of directors in declaring dividends.

Our common stock dividends are not cumulative. Consequently, if dividends on our common stock are not paid at the intended levels, our common stockholders are not entitled to receive those payments in the future. Our common stock dividends generally are expected to be paid on or about the 15th day of each February, May, August and November.

Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries

KMI and certain subsidiaries (Subsidiary Issuers) are issuers of certain debt securities. KMI and substantially all of KMI’s wholly owned domestic subsidiaries (Subsidiary Guarantors), are parties to 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 Subsidiary Guarantors (the “Obligated Group”) are all guarantors of each series of our guaranteed debt (Guaranteed Notes). As a result of the cross guarantee agreement, a holder of any of the Guaranteed Notes issued by KMI or subsidiary issuers are in the same position with respect to the net assets, and income of KMI and the Subsidiary Issuers and Guarantors. The only amounts that are not available to the holders of each of the Guaranteed Notes to satisfy the repayment of such securities are the net assets, and income of the Subsidiary Non-Guarantors.

In lieu of providing separate financial statements for subsidiary issuers and guarantors, we have presented the accompanying supplemental summarized combined income statement and balance sheet information for the Obligated Group based on Rule 13-01 of the SEC’s Regulation S-X that we early adopted effective January 1, 2020. Also, see Exhibit 10.1 to this Report “Cross Guarantee Agreement, dated as of November 26, 2014, among Kinder Morgan, Inc. and certain of its subsidiaries, with schedules updated as of June 30, 2020.”

All significant intercompany items among the Obligated Group have been eliminated in the supplemental summarized combined financial information. The Obligated Group’s investment balances in Subsidiary Non-guarantors have been excluded from the supplemental summarized combined financial information. Significant intercompany balances and activity for the Obligated Group with other related parties, including Subsidiary Non-Guarantors, (referred to as “affiliates”) are presented separately in the accompanying supplemental summarized combined financial information.

Excluding fair value adjustments, as of June 30, 2020 and December 31, 2019, the Obligated Group had $32,140 million and $32,409 million, respectively, of Guaranteed Notes outstanding.

Summarized combined balance sheet and income statement information for the Obligated Group follows:


Summarized Combined Balance Sheet Information	June 30, 2020		December 31, 2019
	(In millions)

Current assets	$	2,158	$	1,918
Current assets - affiliates	1,171		1,146
Noncurrent assets	62,249		63,298
Noncurrent assets - affiliates	606		441
Total Assets	$	66,184	$	66,803


Current liabilities	$	4,818	$	4,569
Current liabilities - affiliates	1,212		1,139
Noncurrent liabilities	33,092		33,612
Noncurrent liabilities - affiliates	1,475		1,325
Total Liabilities	40,597		40,645
Redeemable noncontrolling interest	768		803
Kinder Morgan, Inc.’s stockholders’ equity	24,819		25,355
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity	$	66,184	$	66,803


Summarized Combined Income Statement Information	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
	(In millions)
Revenues	$	2,331	$	5,187
Operating (loss) income	(218)		244
Net loss	(497)		(350)

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a discussion of changes in market risk exposures that would affect the quantitative and qualitative disclosures presented as of December 31, 2019, in Item 7A in our 2019 Form 10-K, see Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations—General and Basis of Presentation—2020 Outlook” and Item 1, Note 5 “Risk Management” to our consolidated financial statements for more information on our risk management activities, both of which are incorporated in this item by reference.

Item 4. Controls and Procedures.

As of June 30, 2020, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There has been no change in our internal control over financial reporting during the quarter ended June 30, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, Note 9 to our consolidated financial statements entitled “Litigation and Environmental” which is incorporated in this item by reference.

Item 1A. Risk Factors.

There have been no material changes in the risk factors disclosed in Part I, Item 1A in our 2019 Form 10-K and in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

The Company does not own or operate mines for which reporting requirements apply under the mine safety disclosure requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), except for one terminal that is in temporary idle status with the Mine Safety and Health Administration. The Company has not received any specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events requiring disclosure pursuant to the mine safety disclosure requirements of Dodd-Frank for the quarter ended June 30, 2020.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit

Number Description


10.1						Cross Guarantee Agreement, dated as of November 26, 2014, among Kinder Morgan, Inc. and certain of its subsidiaries, with schedules updated as of June 30, 2020.

31.1						Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification by Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification by Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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 and six months ended June 30, 2020 and 2019; (ii) our Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2020 and 2019; (iii) our Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019; (iv) our Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019; (v) our Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			KINDER MORGAN, INC.
						Registrant

Date:

July 24, 2020

By:

/s/ David P. Michels

David P. Michels
Vice President and Chief Financial Officer
(principal financial and accounting officer)