Kinder Morgan, Inc. (KMI) Q2 2012 Earnings Report, Transcript and Summary

Welcome to the Quarterly Earnings Conference Call. [Operator Instructions] This call is also being recorded. If you have any objections, please disconnect now. I would now like to turn the conference over to your host, Mr. Rich Kinder, Chairman and CEO of Kinder Morgan. You may begin, sir.

Okay. Thank you, Holly. This is the Kinder Morgan earnings call and, as usual, we'll be making statements that may fall within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Now that we have closed the El Paso merger, we'll be talking about 3 entities: KMI, Kinder Morgan, Inc.; KMP, Kinder Morgan Energy Partners; and EPB, Enron -- I mean, El Paso Pipeline Partners. In addition, of course, there's a fourth security, KMR, which is the equivalent of KMP, but is -- pays its dividends in FICC and is suitable for investors who do not want to hold an MLP. Kim will take you through the financial details, and there's a good bit of noise there resulting from the El Paso merger and from the FTC mandated sale. But I think there's a strong fundamental story in most respects. For those of you new to this call, and to the Kinder Morgan philosophy, we're all about generating cash and paying out that cash to shareholders in distributions or dividends. So the real news here, I think, is that all 3 entities increased their dividends or distributions for the second quarter. KMI increased its dividend to $0.35. Now that's up 17% since the second quarter of 2011, and we anticipate dividending $1.40 for the year 2012. KMP and KMR raised their distribution to $1.23 per quarter. That's up 7% from the second quarter of 2011, and we anticipate distributing $4.98 for the year at KMP and KMR. EPB increased its dividend to $0.55. That's up 15% from the second quarter of 2011, and we anticipate paying dividends of $2.25 for calendar year 2012. Now let me talk about each of the 3 entities briefly, before I turn it over to Kim. At KMI, the cash available for dividends this quarter was $307 million. That's up 83% from the $168 million in the second quarter of 2011. If you look at it on the basis of cash available for dividends per share, it's $0.36 this quarter versus $0.24 in the second quarter of 2011. And I might add that for the full year 2012 at KMI, we expect to generate over $1.3 billion in cash available for dividends. Obviously, the most important thing that occurred during the second quarter this year was the completion of the El Paso acquisition on May 24. As we promised, in conjunction with that acquisition, we sold off the E&P assets of El Paso for approximately $7.2 billion. We had originally targeted producing $350 million of cost savings per year. We now expect that number to be north of $400 million per year. We said we would drop down significant assets to EPB, and we did that just prior to the close by dropping down the remaining 14% of Colorado Interstate and all of the Cheyenne Plains Pipeline. We expect to drop down 100% of Tennessee, TGP, and 50% of El Paso Natural Gas to KMP during this third quarter. And I might add that we really believe that TGP, obviously, has just a unique footprint in the Marcellus and Utica. We expect to complete the FTC mandated sales of certain KMP Rockies pipelines during the third quarter also. It's early in the game. We've only had these assets for a little less than 2 months. But so far, the assimilation is going well. We're seeing real upside possibilities from the assets, and we think we've inherited, most importantly, a great number of really good people. There are some profound effects that this merger has and, just to give you a couple of them, it now makes gas pipelines and storage across all 3 of the entities about 60% of all the earnings before DD&A. So we've become much more of a gas pipeline company, obviously. And then secondly, by putting all these companies together, if you look at enterprise value on a combined basis, at yesterday's close, the total enterprise value of these 3 entities is right at $100 billion. So this is quite a company we've assembled, with a footprint that I think is going to pay enormous dividends for years to come. Now let me turn to KMP. There the distributable cash flow increased by 13% to $366 million. Of course, the key thing for us is distributable cash flow per unit, and that is up to $1.07 versus $1.01 in Q2 of 2011. All the segments were positive in comparison to the second quarter of 2011 in terms of earnings before DD&A prior to certain items, with the exception of the Products Pipeline segment, which was burdened by lower rates on SFPP as a result of FERC and CPUC decisions and settlements. If you look at how the underlying business has performed, and I think sometimes we're kind of a microcosm of the economy, I can give you some interesting statistics. On the refined products volumes, we were off 0.9% in terms of throughput for the second quarter of 2012 compared to the same period a year ago. And coincidentally, that's exactly equal to the EIA numbers recently published for the second quarter. In terms of NGL volumes, our performance was much better. We were up 27%, largely through increased volumes on our Cochin and Cypress systems. We increased our biofuels volumes, and we're still handling about 30% of all the ethanol consumed in the United States. If you look at some of our terminal activities, we continue to benefit from strong coal export volumes, offset somewhat by weaker domestic coal volumes. Overall, coal volumes in our Terminals group was up 12%. Our petcoke volumes were also up 12%. Steel was up a much more modest 2%. And I think, returning to coal for just a minute, we believe that for the full year 2012, we will handle over 20 million tons of coal for export at our 4 export terminals, 2 on the Houston Ship Channel, 1 on the Mississippi, south of New Orleans; and the other in the Newport News, Virginia area. And that's about 20% of all the coal exported from the United States anticipated for calendar year 2012. The throughput on our liquids terminals was also positive, up about 5%. Turning to our Natural Gas segment, natural gas transport volumes were up 6% compared to the quarter a year ago. Natural gas sales volumes, virtually all in Texas, were up 12% compared to the second quarter of 2011. And the big drivers for that 12% increase were increased power demand and increased exports to Mexico. But as we look across all of our pipelines, the power demand is very high. We're setting records both for the month and year-to-date in terms of gas delivery to the power demand on both Tennessee and on the Southern Natural Gas systems. Now all that sounds pretty rosy, but life is never that way. And let me just say that not all is rosy in terms of volumes of natural gas throughput. Clearly, as you can imagine, the volumes are below budget on our dry gas activities, particularly in the Haynesville play, what we call our KinderHawk facility. But I will say that our EBITDA there is still nicely above the EBITDA in our acquisition model when we bought the second half of KinderHawk from Petrohawk back in the middle of 2011. So we're below plan in terms of volumes and EBITDA but above our acquisition model in terms of EBITDA. We're also seeing some producer delays in getting Eagle Ford production into our pipeline systems. I think largely this is the inability of producers to get equipment delivered on a timely basis, and just the sheer volume of activity there, I think, is creating some bottlenecks. But volumes are certainly there. We have long-term throughput contracts. But in some cases, the ramp-up is going more slowly in terms of getting the volumes to us than we would have anticipated it would be. In our CO2 segment, the production volumes are pretty good. SACROC is up 1,600 barrels a day from quarter 1 of 2012 and about flat to quarter 2 of 2011. Cash volumes are obviously way up above the second quarter of 2011 as that particular field ramps up, but still slightly below our plan for the second quarter of 2012. Gross NGL production is at record levels, and this is the fourth consecutive quarter that we've had record levels. So in short, the operations in the CO segment are doing pretty well, and we expect the rest of the year to continue strong from a production standpoint. The headwind in this section, which would come as no news to any of you who follow the midstream energy business, is the deterioration in NGL prices, and they're clearly substantially lower than the numbers we had in the budget, which was based on outlook dating from last November. Now we're not quite as bad as some. We estimate now, we put this in the release, that if the present trends were to hold through the year, our NGL price would be down by about 23%. So we're not as bad as some others because we do have less ethane in our mix. But overall, there's no question that that's a headwind for our CO2 segment. On the sales and transportation side, demand for CO2 remains strong, and we continue to work to expand our source fields, both in Southwest Colorado and to develop our newest source field, the St. John's field, which is on the Arizona-New Mexico border. In Canada, the Trans Mountain volumes were up slightly from the second quarter of 2011, and we expect to have those volumes hold in for the rest of the year. Probably the most important development at KMP and perhaps throughout the whole Kinder Morgan family of companies is the tremendous project development that we're seeing. We've made a lot of progress on these projects, and we're now estimating that our project backlog is now approaching $10 billion. The bulk of that is at KMP, but some is in the assets we still hold at KMI and some is in the EPB assets. But a huge backlog of products, and we -- those are already either approved, or we expect to approve them with the board very shortly. And it's money that will be spent not just in 2012, obviously, but over the next 3 or 4 years. All of these projects are backed by long-term contracts with our shippers, which is obviously a critical thing for us. Now we've detailed the most important of the projects that have been approved in the earnings release, and I won't go through them, but I think they bode very well for future cash flow. Let me just give you a few numbers to remember. Not counting the drop-downs of Tennessee and EPNG, which again we expect to occur this quarter, nor the CapEx associated with those drop-downs, not counting those, we expect KMP to invest about $2.2 billion in expansions and acquisitions this year, up from our original estimate of about $1.5 billion. And remember, that's just for 2012. If you look at it a little more -- in a little more detail, Terminals alone has approved projects of more than $1.3 billion, and much of that money will be spent in '13 and '14, not just in 2012. In the Products Pipelines, 3 of the projects that we outline in the release, namely the Houston condensate splitter, the Parkway Pipeline and the Cochin Reversal project, those 3 projects alone total almost $700 million in CapEx, most of which will be spent in '13 and '14. And if you add all of the projects that have been approved for the Products Pipelines group, it's more like $800 million. Now beyond all these projects that are underway and approved and advancing quickly is, of course, the Trans Mountain Expansion project in Canada. We now have contracts with 9 shippers for approximately 510,000 barrels per day for 20 years. That allows us to plan an expansion from the present capacity of 300,000 barrels a day to 750,000 barrels a day. Now there'll be a long regulatory process, although I would add that recent developments have indicated that the Canadian national government is very intent on streamlining that process. But we expect to get this approval, and we expect to spend the $4.1 billion to bring this project to completion. We think it will be built in the 2015, 2016 time frame, assuming regulatory approval, and be in service sometime in early 2017. Now all these projects, when you count them all up, are just tremendous building blocks for the future, and I think that's what we'll need more than any other single factor to continue growth at all 3 of these entities. Now turning to EPB, there, the DCF is up 14% to $135 million for the second quarter of 2012. Again, the more key figure is the DCF per unit and is 65% this quarter versus $0.60 a year ago. During the quarter, the most significant single event was the completion of the drop-down that I detailed earlier. But we also completed the third and final phase of Southern Natural Gas's system 3, and that expansion was placed in service in June. All 3 of those phases together resulted in additional capacity on the system of about 375 million cubic feet a day, and that's all subscribed to by the Southern companies for electric generation mode. From a broader perspective on EPB, we're just starting the process of assimilating these assets, but we're really very encouraged by the step-out expansion opportunities; by opportunities for storage, both in the Southeast and the Rockies; and by potential LNG export opportunities. We think EPB will also benefit from its share of these reduced costs, which we've been able to put into effect across the entire Kinder Morgan companies. So that's an update on where we stand. And with that, I'll turn it over to Kim.

Okay. Thanks, Rich. Okay, I'm going to start with the numbers on KMP. I'll do EPB second, and KMI, third. And so looking at the first page of numbers on KMP, the GAAP income statement, we don't think that the GAAP income statement is overly meaningful. We're going to focus on our calculation of EPS. But a few things I want to point out here, one, we're declaring a distribution today of $1.23. That's up about 7% from the second quarter of last year. The other thing on the GAAP income statement, you will see that there is an incremental loss on the remeasurement of our discounts -- that's the FTC assets -- to adjust them to fair value. That's $327 million. That's noncash. When we go to the DCF calculation, you'll see that we exclude that. However, right above that, you'll see the income from discontinued operations, the $48 million. When we calculate DCF because we still own those assets and we get those cash flows, we include that in our calculation of DCF. So on the second page, towards the bottom of the page, you can see our DCF before certain items. As Rich mentioned, $366 million in the quarter, up $42 million or 13%. For the 6 months, $828 million, up $122 million. Now just to back up one second, what we're doing in calculating DCF is we're taking GAAP net income before certain items, the primarily -- the primary certain item is the loss on remeasurement that I just mentioned. We're adding back DD&A, including our share of DD&A. We're making some other small adjustments, book cash taxes and some other small adjustments, taking out sustaining CapEx to get us to what our DCF is. So that is $366 million in the quarter. That's about $1.07 per unit. That compares to the distribution that we're declaring today of $1.23. So we have negative coverage in the quarter, which is -- we expected. We told you that, that would be the case, so it's last quarter and it's the time we went over the budget. For the 6 months, $2.44 of distributable cash flow per unit compared to a distribution of $2.43. So slightly positive on coverage for the 6 months. For the full year, on coverage, what we're expecting is to be at 1x coverage or maybe slightly under that. And I'll go through in a minute as I go through where we are relative to our budget, but that's primarily a function of lower NGL prices and then lower results, operating results from our KinderHawk assets. So looking back up at the segment, $959 million in segment earnings before DD&A, up $107 million in the quarter, up $257 million year-to-date. The Products Pipelines, as Rich mentioned, down $9 million in the quarter, down $13 million year-to-date on an actual basis. That is primarily a function of the lower rates on Pacific. We do have lower performance on our Transmix business as we had a contract expire there, but that's largely offset by a favorable on Cochin as a result of a settlement with our shippers. The same factors are driving the year-to-date. With respect to the budget, we're very close to the budget year-to-date. For the year, we expect to end slightly below the budget. Natural Gas segment's up $47 million in the quarter. It's up $103 million year-to-date, and that's a function of the KinderHawk acquisition, the SouthTex acquisition and just favorable results in our trading business and our Fayetteville Express Pipeline, as volumes ramped during 2011. With respect to our budget year-to-date on Natural Gas, we're below our budget, primarily as a result of KinderHawk. And then as things progressing more slowly in the Eagle Ford as Rich mentioned. For the year, on Natural Gas, we expect to be above our budget as a result of the drop-downs. And so absent the drop-downs, we would expect that we would end below our budget, primarily as a function of KinderHawk. CO2 business is up $52 million in the quarter. It's up $131 million year-to-date. Obviously, oil price is up. Our oil volumes in the quarter are up about 800 barrels per day, largely as a result of caps. Our NGL volumes are up in the quarter, about 1,100 barrels a day, and then that's slightly offset by lower NGL prices. The same is true for the quarter except for the oil volume is flat. So the same factors, except the oil volume. Year-to-date, we are below budget on CO2, and that's a function -- oil production is, as I said, about 850 barrels per day below our budget. However, for the full year, given SACROC, the improved performance of SACROC, we're expecting to end pretty close to our production budget. And so for the full year, we're expecting CO2 to come in about 5% below its budget, and that is primarily a factor of lower NGL prices. Terminals up $17 million in the quarter, up $34 million year-to-date. 80% of that is internal growth in the quarter, primarily higher volumes on our liquids terminals, higher rates and expansions on our liquids terminals, higher coal, export coal volumes and higher petcoke volumes. And the same factors are largely true on the year-to-date basis. Year-to-date, Terminals is on budget. And for the year, we expect them to exceed their budget, primarily due to higher export coal volumes. Kinder Morgan Canada is flat in the quarter. It's up about $2 million year-to-date. They're slightly exceeding their budget year-to-date, and we expect for the year that they will slightly exceed their budget. Dropping down to G&A, which is about in the middle of your page, G&A is down $2 million versus -- I'm sorry, is up $2 million versus last year. It's up $10 million versus last year, year-to-date. It's on budget year-to-date. And -- but for the year, we expect it to be above its budget. And we expect to be its -- for it to be above its budget largely as a result of the drop-downs of GDP and EPNG. Absent the drop-downs, we would come in under our budget on G&A, primarily as a function of higher capitalized overhead as capital expenditures have increased to the $2.2 billion that Rich mentioned before. Interest expense, up $12 million versus the second quarter last year, up $19 million year-to-date. That's primarily a function of the higher balance. Our balance is up about $1.3 billion. Year-to-date, we are favorable to budget as a result of lower rates. For the full year, we expect to be above our budget as a result of the acquisitions. If you strip out the acquisitions, we would expect that interest expense would be favorable versus our budget, also as a function of lower rates. Sustaining CapEx in the quarter is up $3 million. So higher spending in the quarter than a year ago. It's also up year-to-date. Versus our budget year-to-date, we're actually favorable. We've spent less than we anticipated. Some of that is timing. But for the full year, we expect sustaining capital to be above our budget, and that's also a function of the acquisitions. Our full year forecast does build in the impact of the drop-downs and from KMI, as well as the FTC divestitures. We think we'll be in the range of $55 million higher than our budget. If you strip out the acquisitions, we would come in favorable to budget. Primarily, some has moved -- some of the sustaining CapEx has moved to O&M and then there is a small amount of savings and deferrals. So that is the DCF for the quarter. I'll move to the balance sheet. The balance sheet -- I'm just going to focus on the debt. $12.6 billion is our net debt in the quarter. That results in a debt to EBITDA of 3.4x. That's down from year end of 3.6x and down from last quarter at 3.5x. We expect to end the year at about 3.9x debt to EBITDA, but that also has all the debt associated with the drop-down transactions and only a partial year of the operating results. So if you pro forma the EBITDA for a full year, so you take out the FTC assets and you put in a full year of TGP and EPNG, we would end the year at 3.7x. The change in debt for the quarter is about $55 million. For the year-to-date, it's about $223 million. And just to go through the main drivers of that, on the quarter, we had about $730 million of spending. It was $400 million of expansion CapEx, about $300 million of acquisitions and about $35 million of contributions to equity investments. We issued equity of $578 million. That's KMR. That's KMP at the market. We issued about $300 million in the Midstream transaction. We had a rate case settlement payment of $54 million. We unwound a swap that largely offset that. That was a positive $53 million. Our coverage was negative $56 million and then we had a working capital positive of $157 million. And that is primarily accrued interest. Year-to-date, $223 million change in debt. We spent a little over $1.1 billion year-to-date. That's about $700 million in expansion, $330 million in acquisitions, the biggest acquisition being the $300 million Midstream acquisition, and about $86 million in contributions to equity investments, primarily Eagle Ford and EagleHawk. We raised about $817 million of equity. The Canada rate case began and a swap on line [ph] largely offset. Coverage was about $2 million positive and then we had $82 million of positive working capital, which was primarily dark [ph] premiums, accrued taxes, AP and AR, offset by some inventory purchases in our Transmix business. So that's KMP. Moving to EPB, and the first page of EPB is also the GAAP income statement. As Rich said, we're declaring a distribution of $0.55 in the quarter. The GAAP income statement recasts our prior period results to include Cheyenne Plains as if EPB had owned Cheyenne Plains during all periods presented. So when I go to the next page and we go to our calculation of DCF, it will not -- it will only include Cheyenne Plains for the periods that we owned it. So you can see the incremental impact from the acquisition. DCF calculation, this is going to -- for some of you who follow EPB, it's going to be a little bit of a new format. This format is consistent with KMP's format. I think we get to the same answer at the end of the day, it's just done -- it's laid out a little bit differently. So more to KMP, we're just taking that income, adding back DD&A and subtracting sustaining CapEx. There are a couple of other adjustments to get to DCF that you'll see at the bottom. Those are consistent with the adjustments that El Paso was making previously. So DCF before certain items, as Rich mentioned, at $135 million in the quarter, up $17 million in the quarter, up $22 million year-to-date. $135 million is $0.65 on a per-unit basis versus our $0.55 declared distribution, results in coverage of about $20 million. On the 6 months, the $278 million is $1.35 per unit compared to our declared distribution of $1.06. That's about $60 million. And as Rich mentioned, for the year, we expect to declare distributions of $2.25 and to have coverage in excess of $80 million. Now just looking at the $17 million, where did that growth come from? If you look out at the segments, the segments were up $17 million, and that's primarily the acquisition of Cheyenne Plains, as well as improved results on Southern Natural as a result of the completed expansion project and greater power demand load. That $17 million, though, because El Paso consolidated the -- all the pipelines in prior periods, it didn't own 100% of those pipelines, and so you're seeing the benefit of the acquisition down below in the minority interest line. So as EPB has bought more of those assets from El Paso, the minority interest decreases. And so you see that benefit down in the minority interest line below. So if you add that, that takes your $17 million, there's about $4 million of benefit from those incremental acquisitions since 2011. So that's $21 million total increase in the assets. Sustaining CapEx is a positive $17 million in the quarter. That's because there were -- in 2011, there were some nonrecurring maintenance items. There's some timing, which I will get to in a second, and also the cost savings that we've implemented. So we have $38 million of cash flow available. Interest is up by $10 million as a result of the acquisition. GP incentive is up $13 million as a result of these units issued and the increase in the distribution. There's some other items that are about $2 million, and that takes you to the $17 million. Same analysis for the year-to-date. The segments are up $7 million. The incremental from acquisitions is -- it shows up in the minority interest line, is about $30 million. That's $37 million total. Sustaining CapEx is $29 million lower. Now on sustaining CapEx, for the full year, what we're expecting is around $55 million to $60 million. So you can see in the quarter and year-to-date, there is some timing relative to the full year. But we do expect -- but we are lower than last year in the quarter. Interest is up $20 million. GP incentive is up $25 million year-to-date. There is about $1 million of other items, and so that takes you to the increase of $22 million for the year-to-date. On EPB's balance sheet, the largest change in EPB's balance sheet relates to the drop-down of CIG, the 14% interest in CIG and the Cheyenne Plains. And so you can see that the debt is up about $509 million. And then you also see equity is negative. And those results because we have to recast. And so when we recast this as we own these assets in all periods, when you originally do it, you don't have the financing because they're assuming this happened way in the past. So you put assets on your books. Adding to that, creates a positive in equity. And then when you go finance these assets that are already on your books for GAAP purposes, that is going to be a negative running through your equity account. And so you can see that happening this quarter. On a debt-to-EBITDA basis, 4.7x versus 4.1x. Now the debt here on the balance sheet has also been recast for Cheyenne Plains. So the 3.990 at the end of the year is not really what was on the balance sheet at the end of the year. So -- what was on the balance sheet at the end of the year was 3.825. So we're up about $800 million year-to-date, and we're up about 700 -- sorry, we're up $800 million from the quarter. We're up about $750 million year-to-date. The acquisitions, $635 million went out the door on that, but we also issued equity for $64 million. So $570 million net. We assumed $176 million in debt, there is $23 million in expansion capital, $45 million in the termination of an AR program. Cheyenne Plains came with cash of about $20 million. There's about $20 million of coverage and then there's working capital of about $27 million negative, largely associated with accrued interest. Year-to-date, the acquisition, $635 million. $176 million of debt assumed. $40 million of expansion CapEx, same $45 million on the termination of the AR program, same $20 million of cash. Equity issued, $64 million. Coverage is $60 million and then the working capital is about $4 million. And so that is EPB. Moving to KMI, just couple of overall comments for those of you who might be new. This is our calculation of cash available to pay dividends at KMI. So what we are showing here is the cash that we received based on the declared distribution at KMP and EPB. It is the cash we -- or the cash available for us from our investment in NGPL. And then this quarter, we have added a second section because now KMI owns assets. And so we've tried to divide the schedule: the top schedule, which I'll -- the top half of the schedule, which I'll call the GP section; and the bottom half is what I'll call the asset section. The asset section is assets that we intend to drop over time to KMP and EPB. So it will largely go away over time, and the cash flows will move up into the GP section. Now it's not perfect. There is -- all the interest associated with the El Paso acquisition is in the bottom part of the section. All the cash taxes are in the top part of the section. But if you try to get -- if you ask 5 different people how to allocate this stuff, they do it 5 different ways. So we didn't try to go through an allocation exercise. That's just -- that's so -- just presented it this way for simplicity. In this schedule, we have full -- there are no transaction costs in the schedule. What we're trying to show here is the recurring cash flow that is available for distribution. So in the quarter, $307 million available for distribution. That's $0.36 a unit -- I mean, per share versus our declared dividend of $0.35 a share. For the 6 months, $610 million, which is $0.79 per share versus $0.67 on a declared basis. The -- we're up, again, $139 million in the quarter, $175 million year-to-date. If you look at what's driving the $139 million, the KMP distribution to us, $393 million, that's up $49 million. The distribution from EPB, $82 million -- up $82 million. And then that's offset somewhat by lower distributions from NGPL, higher interest expense and higher cash taxes, those 3 totaling about $20 million. So the -- you get to about $100 million in cash available to pay dividends before you get to the assets that we own. The assets generated about $38 million. Some of you may say well, that seems kind of low. But remember that all the acquisition interest is allocated to this section. We have already dropped some of the assets to EPB, and the GP and LP contribution from EPB are up above the $80 million. In the year-to-date, $175 million increase, $767 million is coming from KMP. That's over a $90 million increase. EPB is an $82 million increase. So between the 2 of those, you have about a $170 million increase. NGPL is down a little bit, but NGPL is, for the full year, is consistent with what we budgeted. And so the interest is up a little bit, G&A is up a little bit and cash taxes are up about $20 million to take you to $137 million. Again, we have $38 million from the assets to get you a $175 million increase, which is about 40% increase in the cash available year-to-date. Moving to the GAAP net income. There's a lot of noise in the -- given all the transaction expenses in the quarter. But our net income attributable to KMI is a $125 million loss. Now in the footnote on the prior page, you can see that there's about $273 million of after-tax expenses associated with EPC transaction and the EPE transaction. There's also a $29 million deferred tax adjustment associated with the transaction. There's $24 million in KMP-certain items that flow through to KMI on an income basis, which is largely KMI's share of the FTC revaluation. And then there's $15 million of other purchase accounting. So if you add those back, which is about $341 million, you get to about $216 million of net income, which is about $0.26 a share. We don't, again, think that the GAAP income statement is overly meaningful, but I know that some of you are required to report net income. The next page is the GAAP reconciliation, which I'm not going to go through. I'm just going to spend a few minutes on the balance sheet. And the balance sheet is a consolidated balance sheet. It consolidates KMP, EPB into KMI. This is preliminary. We expect that there will be some movement in this balance sheet given the transaction and finalizing purchase accounting. We expect there'll primarily be re-classes, but there could be some other changes as well. If you look down to the bottom -- oh, first, the change in total assets is about $38.8 billion. Of that, KMP is about $300 million and really, the remaining change is almost all attributable to the acquisition of El Paso. On the debt balance, KMI's debt balance is about $16.4 billion. That debt balance we expect to come down as we drop assets to KMP over -- in this quarter. But some of that debt will move to KMP as KMP takes on debt to finance the acquisition. But on a consolidated basis and pro forma-ing the EBITDA for a full year, we expect to end the year slightly over 5x. The change in debt on the quarter is about -- for the year is about $13.128 billion. For the quarter, it's about $13.155 billion. And so I'm going to reconcile that for you quickly. The transaction, we assumed about $7.3 billion in net debt from EPC. We also issued about $5.4 billion. And then when KMP purchased the other half of Midstream, it caused us to consolidate Midstream's debt on KMI's balance sheet. So that's another $100 million. So that's about $12.8 billion. So it is up $12.827 billion, and then -- so the change in debt is $328 million after you take out those -- the transaction debt assumed or issued. The performance metric that we went through was $307 million. There's about $146 million of timing on distributions. That means we recognized those distributions in the quarter for the performance metric, but we haven't received the cash yet. And that's higher than what we would anticipate going forward. What we anticipate going forward is about $15 million. It's higher in this quarter, primarily because this is the first quarter that we've gotten a distribution from EPB. We show it on the performance metric, but we don't actually receive that distribution until August. We paid $226 million in dividends in the quarter. We repurchased about $110 million of warrants. There's $125 million of transaction-related items, primarily severance and retention bonuses and then the termination of the AR financing facility. And then there is about $28 million of other items, expansion CapEx and contributions to equity investments to get you to your total change of $328 million. So that's all I have.

Okay. Thank you, Kim. And with that, we will take any questions you may have.

[Operator Instructions] The first question comes from Ted Durbin with Goldman Sachs.

I guess, starting with KMI here, I'm trying to make sure I understand, Kim, your commentary on the El Paso assets. So you're saying the $142 million of EBITDA is a clean number? In other words, we shouldn't be adding anything back in terms of transaction or any other kind of payments that were related to the acquisition?

That's right. And you can see that detailed in Note 9 on that schedule. We talk about the transaction costs that are excluded from this. And most of those transaction costs are noncash or they're one-time in nature or both.

Okay, great.

But the -- adding the -- and so just one other thing. The EBITDA is just 37 days.

Yes. Just from May 24 through June 30. Okay?

Yes. Got it. And then can you talk a little bit about your NOL position here post the transaction and how that will play into the cash tax rate you expect to play -- to be paying going forward?

There's a fair amount of NOLs that were utilized on the sale of the E&P business, just as we've discussed previously. There are some remaining that are available for drop-downs. We also expect in a number of instances to do a number of dispositions unassociated with the drop-downs. And so we'll manage that as we go forward. There's also some portion of the NOLs that we're not able to use this year and that will roll over into future years.

I guess is there any estimate you can put on what the cash tax rate would be based on all that?

I mean, I think the right way to think about the cash tax rate is to think about it once we get back to a normal steady state where we're primarily a general partner. And then, Kim -- I mean, when we get there, 36%, 37% is around the -- the right recurring cash tax rate to think about.

Got it. Okay, great. And then last question is just kind of thinking about capital allocation here at KMI again. Desire to pay down some debt versus increasing the dividend. You had a ratings downgrade yesterday. I guess, some -- would you just talk a little bit more about how you're thinking about the balance sheet?

Well, of course, first of all, we're going to have the proceeds from the drop-downs to apply to the debt. And again, as quickly as we can, we're going to drop down all these assets into KMP and EPB to get back to being a pure GP. So that's the main source of the debt paydown. And we will intend to distribute -- again, under this formula, we're going to distribute the cash that's generated and available for dividends.

I think we have a fairly straightforward path to getting to consolidated debt-to-EBITDA of around 4.5x through the drop-down process. And so I think we'll be working our way to that as we go through these transactions. And again, that's a full 12-month EBITDA to consolidated debt, meaning all of the debt at KMI, EPB and KMP.

Next question comes from Darren Horowitz with Raymond James.

From a product development -- project development standpoint, if you back out the Trans Mountain expansion and you think about breaking down that remaining, call it, $6 billion of backlog, how do you guys think about allocating capital towards the additional coal export opportunities that seem very promising, relative to possibly importing more gasoline to replace U.S. Northeast refinery closures similar to that expansion you did at Carteret versus, let's just say, enhanced petcoke export abilities?

Well, I think, first of all, the underlying principal areas, we're not doing any of these unless we have good long-term contracts. And then we just look at it, and we'd be happy to do them all if we have good long-term contracts on it. Just enormous opportunities. Now like I said on the coal export facility, we have 4 right now that have -- are up and running, and 3 of them are being expanded. We have a fifth that we will eventually go to, also on the East Coast, but we're not prepared to do that yet. So I think there are enormous opportunities there, someplace between -- I have said these figures before, they vary a little bit quarter-to-quarter. Someplace between $450 million and $650 million in coal export facilities alone. But we're going to have an expansion at Galena Park pursuant to a new long-term contract that we will be releasing information on tomorrow, as a matter of fact. We're going to have other expansions. Certainly, the Edmonton South terminal, as we say in our release, is actually upscaled again because we had more long-term contracts. I think the BOSTCO facility on the ship channel will also probably be upsized because we think we're about to move beyond 6.6 million barrels that was our original anticipated amount of tankage. We think we'll be able to expand that. So just a lot of opportunities. Again, we'll look at them based on whether they clear our return on capital targets and whether we have good long-term contracts behind them.

Last question, and this is more for Kim. Kim, as it relates to KMR's ability to effectively issue equity and be de facto equity as it's viewed for KMP, how do you think about the market's ability to absorb KMR equity throughout, not just this $2.2 billion capital program, but beyond that?

Well, I guess, we have a couple of tools in our toolbox. I mean, we can issue KMR, or we can issue KMP. And we have the ATM, or we can do stand-alone overnight offerings or marketed offerings on KMR. And so I think on these transactions, KMI will be taking back some equity, which lessens the need. We can do in the range of $300 million a year on the ATM. KMR in and of itself is generating $500 million a year. So you've got $800 million of equity that is sort of -- happens automatically before you even need to go to the market. And so if you think about it that way, that's -- if you say 50-50, that's $1.6 billion capital spend before you even need to access the market on an offering.

The next question comes from Steve Maresca with Morgan Stanley.

A couple of questions on Trans Mountain. Rich, you mentioned that -- something to the effect of recent events, suggested the Canadian government seems intent on streamlining approvals. I don't know if you can expand on that a little bit at all?

Yes, and those of you who follow it closely, the Premier Harper -- Prime Minister Harper's government has said that they want a full environmental review of these projects, but they want it done on a timely basis. And in fact, there was an article in one of the trade rags this morning saying that the NEB was taking steps in that regard and was looking at an 18-month time horizon for saying yes or no on projects, no matter how complicated they might be. Now I'm always leery when you just set some time frame. But I think, clearly, future projects like Trans Mountain, from the time you file, are not going to be dragged out for 3 or 4 years and have thousands of hours of hearings. I think it -- everyone will have their say at the table, but I think it will be done in a very fair but expedited basis. So we believe it will be done quickly. Now what we have done is, as many of you know, is we have filed with the NEB for approval of the commercial contracts. In other words, what we're doing is converting a pipeline that now moves 300,000 barrels a day and is essentially an open-access pipeline. Now we're expanding it dramatically and we have 500,000-plus barrels that is subscribed under 20-year contracts, clearly leaving plenty of room to handle all of the spot bases. You got 240,000 barrels, 750,000 minus 510,000, to handle all the other business. But we want to get that approved to make sure the NEB agrees with our commercial efforts here, our commercial understandings that we have reached in binding agreements with our customers. In the meantime, we are already going through what's called a consulting project with various interested parties, including NGOs, including the First Nations groups, primarily in British Columbia, and then we will file for the actual permitting of the pipeline itself in late 2013, and that's when the -- when that process will start. And again, if you assume 18 months and that may not be the exact right time, you assume 18 months, you file late in 2013, that would get you approval in the mid-2015 time horizon, give us time to build it in 2015 and 2016. So that's kind of the game plan, nothing -- no rocket science here. But there has been some very positive developments from the standpoint of the Canadian national government saying these are very important assets. It's not just oil sands production, it's some of the mineral production in British Columbia, some of the potash in Saskatchewan, other areas of Canada where they want to make sure that they have an orderly process to consider these. And I think that, that's going to be a positive for our process.

And how should we think about project returns for this in terms on returns on invested capital and then the $4.1 billion cost? I know it's early, but how are you potentially protected on that not rising?

Well, I don't want to go into all the details on returns. I think it's a -- it's an appropriate return and one that's embedded in the contracts, and I think it's a good return for us. It's also very fair to our customers. From the cost side, as we've done in our other projects in Canada, there are cost-sharing mechanisms that -- some of this more locked-in cost will not be subject to escalation or pass-through. Those that can move up or down with events we can't control will be subject to a pass-through arrangement. There'll be a non-control cost. So we think we've got a pretty workable solution there. This is what we did on the last time we expanded Trans Mountain from roughly 220,000 barrels up to 300,000. And it worked very well.

Okay. And if I can leave with a couple of quick ones on just the NGL headwinds, what's the ability of you guys to hedge more on NGLs? And are you currently assuming the deck as is, current NGL prices, stay where they are for the rest of the year? And then final thing, as you mentioned, you have less ethane in your mix. I was wondering if you could just give a rough breakout of sort of the mix, ethane, propane, butane, [indiscernible].

Yes, I'll let Tim Bradley, who runs CO2, do the latter. But on the former question, we've talked about this before, any hedge that you do on NGLs, in our view, is a pretty dirty hedge. And so we hedge incredible amounts of our production, but we apply it all to the crude oil side, and that means the NGLs is where we have not applied the hedges. And as far as the deck is concerned, yes, we are basically using the forward deck, again because we have more ethane in the mix. Our numbers show we'd be down about 23%, we put that in the press release, from what we had in our budget that we did last November when we just looked at basically the forward curve. And Tim can give you some more flavor on that. Tim?

Yes. The NGL mix that you'll commonly find in the Permian basin would be 40% to 50% ethane. We use some of the ethane that we produce in our residue gas. It powers our power plant. So the ethane content in our produced NGL stream is only 18% as it leaves and goes to market. The rest of the mix is pretty much standard in terms of -- the next biggest component is propane, then going down to the isobutanes and pentanes and so forth, natural gasoline. So the ethane is basically being cut in half and being used in our power plant.

The next question comes from John Edwards with Crédit Suisse.

Just a follow-up to Steve's questions. So the dollar amount that you're expecting from the lower NGL prices this year, can you just translate that for us?

Yes. I think Kim said that. We think that's a downturn of about $60 million resulting from that, if what we project now continues for the rest of the year.

Okay, great. And then as far as the trajectory or the pace of drop-downs and financing of such, if you could just give a little more flavor on that.

Yes. I'll say a couple of things. First of all, as we've said, we expect to drop -- to make the drop of 100% of Tennessee and 50% of EPNG in the third quarter, this quarter. We also expect to complete the sale of the FTC mandated sale in this quarter. With regard to future drop downs, we're going to do them as quickly as we can to both MLPs. We originally said it would probably take us to sometime in '15 to get all this done. I'm modestly hopeful we can get it done substantially in advance of that. I'm looking forward to the day when Kim will be able to give you a much simpler summary of how we get to cash available for dividends at KMI, and it will be simply all the GP and units. We will be back to being a pure GP. Now part of the reason for that is that the sale that was mandated by the FTC is somewhat larger than we thought it would be and, therefore, KMP can move more quickly. It has more proceeds coming in than we anticipated. It can move more quickly to take on more assets. But we think we can move this pretty quickly, and we're anxious to get back to a pure GP, where you can evaluate it just on that basis.

Okay. So broadly speaking, maybe -- and thinking about it, maybe end of '14 is -- might be a reasonable assumption for our modeling purposes?

No, that's probably as good as any. I would hope we might even beat that a little bit.

Okay, great. And then as far as -- what's the expectation now for financing, kind of what you've been doing before, sort of 50-50? And then how much paper do you think KMI might take back in the process?

Now a part -- David, you want to...

Yes. I mean, in KMI, we'll take some back as Kim noted. And I think the ultimate financing will be consistent with what we've done in the past, with the objective of maintaining a very solid balance sheet at KMP.

Our next question comes from John Tysseland with Citigroup.

Rich, I guess do you envision being able to leverage TGP's asset position to expand really your further investments in the Midstream, kind of like what you did in the Eagle Ford but up in the Marcellus? And I guess what kind of timing do you think about if that is the case?

Yes. We definitely plan on doing that. And so far -- again, remember, we're just 2 months into this thing. So far, I've been very encouraged with the opportunities we have. We're going to move on them just as quickly as we can get the long-term contracts solidified, and I would hope we'd be in a position to make some announcements in the third quarter of some projects. And I think there will be others after that. Tennessee is a fantastically positioned pipeline. And the other thing that -- across all of the El Paso assets, we kind of sweep away storage. But the combined entity, all the Kinder Morgan companies, now have about 680 Bcf of gas storage capacity, and we think there are enormous opportunities there to use that more efficiently, to create more injection and withdrawal capacity, serve our customers better, and we've got a full court press on that. And I don't know if you want to call that midstream exactly, but certainly it gives us a lot of additional opportunities. So they are just -- when you add all this up, power demand, storage opportunities, opportunities to expand the midstream off of this big footprint of pipelines we have, we're just really encouraged about the long-term opportunities. And when we talk about approaching $10 billion in potential projects now, I think those will go very nicely as we get deeper and deeper into this, and that will be over a period of several years, I think. So yes, I think just lots of opportunities to leverage Tennessee, additional opportunities out West and additional opportunities in the Southeast.

Yes, that's great color. One more thing. When you look at TGP and EPNG, I believe both of those are already in LLC's and don't need to be, I guess, converted into C corps before they're dropped down into KMP, but I just wanted to confirm that. And then also, how many other assets are currently in sub-C corps that are up at the KMI today?

David?

Yes. Tennessee is already in a LLC. EPNG will be converted into an LLC at the time of the drop-down. I think if you look at some of the other assets up there, John, you have the Midstream operation, which is already in an LLC that KMP owns 50% of. Citrus FTC is in C corp and will remain in C corp in that regard. Ruby is in a flow-through entity and then Gulf LNG is in a flow-through entity. So I think you're right, predominantly. The biggest asset that's not is FGT/Citrus but outside of that, should be enough flow-through-type vehicles.

And then lastly, on EPNG, you have a big chunk of contract rollovers in 2012. How do you think about those contracts renewals as you move on throughout the year and also year-to-date? And then given -- looking at the basis differential -- I mean, the basis differential remains pretty attractive so it seems like you would get pretty good support for that. But I was trying to figure out how you think about that on a cash flow forward basis.

Yes, well, you're right. The basis differential has been pretty good. And I think on a going-forward basis, we've got a model we're working on that we had when we put the acquisition plan together. And so far, we're tracking pretty close to that model. So I think we'll do that well or better. The real opportunity of course on EPNG, I believe, is east of California. There is a tremendous demand for increased exports to Mexico. We have publicly surfaced already about 3 of those projects, and we think that -- not only does that have the benefit of allowing us to earn money on incremental investments as we build, if you will, drops or laterals down to the border off of the EPNG mainline, but it also obviously puts more volume through the EPNG mainline. And I think we -- that will be a big source of opportunity for us. I think, also, you will have some east of California coal-fired generation that we'll be converting to natural gas as time goes on, and I believe there may be some potential for alternative uses. Some of the EPNG lines, there's a lot of duplication there. So we're just getting into it, but we've got a very bright guy running that for us, and I think we will find some real opportunities to benefit there.

[Operator Instructions] Curt Launer with Deutsche Bank.

Wanted to just follow up with some of the questions that have asked before in maybe a couple of different ways. First, relative to the specificity you've given us of an expectation of 50% of EPNG to be dropped down, you could go through what your expectations might be relative to the financing model of that and how much debt remains to be assumed by KMP in that drop-down. And also, I guess I'll admit to try and ask the NOL question that started this session in a different way. Have you reported or do you expect to report maybe this year end the tax basis from the old E&P assets, such that we can figure out the outlook for taxes on gains on future drop-downs?

Yes. I mean, the amount of debt assumed in the drop-down [indiscernible]?

Yes. On Tennessee, Tennessee basically has about $1.8 billion of debt, and El Paso Natural Gas is about $1.15 billion on an 8/8 basis down at El Paso Natural Gas.

Yes. And then on the NOLs, my expectation is that there will be disclosure in the 10-K, just like there was this year.

The next question comes from Harry Mateer with Barclays.

So just looking for a little clarity, if you can provide it, on your latest thoughts on the EP Corp. debt. And how should we be thinking about drop-down proceeds flowing across KMI debt versus the legacy EP Corp. bonds?

I mean, I think the right way to think about that is that we will end up guaranteeing the EP Corp. debt, and so what we will do with proceeds is pay down debt in the most efficient manner possible. But it shouldn't make much difference to bondholders.

Okay. So it's really just going to be driven by the cost of paying down debt, and we shouldn't think of any particular strategy between the 2?

Right. The strategy is going to be minimizing the cost.

We do show one last question from John Edwards from Crédit Suisse.

Yes, just a follow-up. In the past, you've been guiding at KMI, I think at 12.5% dividend growth. And KMP, I believe it was around 8% distribution growth per unit going forward. Any change to the long-term guidance at this point?

Yes, the guidance has been, since the time we did the merger and announced the merger last fall, has been 12.5% growth at KMI. That's off the '11 base through 2015 and 7% compound growth at KMP. And that's also off of the 2011 base, so through 2015. So yes, we feel good about those, 7% at KMP, 12.5% at KMI and about 9% at EPB, and those all continue to look good. And I think, just -- I think you can tell from this call that we're pretty enthusiastic about the El Paso assets. Sometimes, we've done a lot of these acquisitions, sometimes you get in there and you turn over the rocks and there's nothing but big snakes under it. But in this time, we've turned over the rocks and actually, we haven't found very many snakes, if at all. So we're very positive on -- nothing that we have encountered so far has led us to assume any kind of negatives versus our original acquisition plan on the El Paso assets.

Yes, Rich. The other thing I'm going to add is going to go back to a couple of the questions that have been asked. We're not dodging the questions on the NOLs. You should just recognize, on the NOLs, this is a function of the tax return. The actual calculations won't be finalized until we do our tax return next year. And so we don't want to be giving you numbers that may ultimately move, and it's complicated enough that it's difficult to come up with the estimates. And so that's why we're not being forthcoming with numbers right now. Those are difficult calculations.

I am showing no questions, sir.

Well, thank you all very much for listening to us. And if you have other questions, don't hesitate to call Kim or David or the rest of the team. Thank you.

Thank you. This does conclude today's conference. You may disconnect at this time.