A Dark Vector Cognition product

Cover and table of contents

19K characters. Original on sec.gov ·

Cover and table of contents

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 September 30, 2021

or

☐ 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

kmi-20210930_g1.gif

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)

Delaware80-0682103
(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 classTrading Symbol(s)Name of each exchange on which registered
Class P Common StockKMINew York Stock Exchange
1.500% Senior Notes due 2022KMI 22New York Stock Exchange
2.250% Senior Notes due 2027KMI 27 ANew 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,” “non-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 October 21, 2021, the registrant had 2,267,425,507 Class P shares outstanding.

KINDER MORGAN, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page Number
Glossary2
Information Regarding Forward-Looking Statements3
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2021 and 20204
Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended September 30, 2021 and 20205
Consolidated Balance Sheets - as of September 30, 2021 and December 31, 20206
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2021 and 20207
Consolidated Statements of Stockholders’ Equity - Three and Nine Months Ended September 30, 2021 and 20209
Notes to Consolidated Financial Statements11
Note 1.General11
Note 2.Acquisitions12
Note 3.Losses and Gains on Impairments, Divestitures and Other Write-downs14
Note 4.Debt16
Note 5.Stockholders’ Equity17
Note 6.Risk Management18
Note 7.Revenue Recognition23
Note 8.Reportable Segments26
Note 9.Income Taxes27
Note 10.Litigation and Environmental28
Note 11.Recent Accounting Pronouncements32
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
General and Basis of Presentation34
Results of Operations35
Overview35
Consolidated Earnings Results (GAAP)37
Non-GAAP Financial Measures40
Segment Earnings Results43
DD&A, General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests51
Income Taxes52
Liquidity and Capital Resources52
Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries56
Item 3.Quantitative and Qualitative Disclosures About Market Risk57
Item 4.Controls and Procedures57
PART II. OTHER INFORMATION
Item 1.Legal Proceedings57
Item 1A.Risk Factors57
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds57
Item 3.Defaults Upon Senior Securities57
Item 4.Mine Safety Disclosures57
Item 5.Other Information57
Item 6.Exhibits59
Signature60

KINDER MORGAN, INC. AND SUBSIDIARIES

GLOSSARY

Company Abbreviations

EPNG=El Paso Natural Gas Company, L.L.C.Ruby=Ruby Pipeline Holding Company, L.L.C.
KMBT=Kinder Morgan Bulk Terminals, Inc.SFPP=SFPP, L.P.
KMI=Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiariesSNG=Southern Natural Gas Company, L.L.C.
TGP=Tennessee Gas Pipeline Company, L.L.C.
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
/d=per dayEPA=U.S. Environmental Protection Agency
Bbl=barrelFASB=Financial Accounting Standards Board
BBtu=billion British Thermal UnitsFERC=Federal Energy Regulatory Commission
Bcf=billion cubic feetGAAP=U.S. Generally Accepted Accounting Principles
CERCLA=Comprehensive Environmental Response, Compensation and Liability ActLLC=limited liability company
LIBOR=London Interbank Offered Rate
CO2=carbon dioxide or our CO2 business segmentMBbl=thousand barrels
COVID-19=Coronavirus Disease 2019, a widespread contagious disease, or the related pandemic declared and resulting worldwide economic downturnMMBbl=million barrels
MMtons=million tons
DCF=distributable cash flowNGL=natural gas liquids
DD&A=depreciation, depletion and amortizationNYMEX=New York Mercantile Exchange
EBDA=earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investmentsOTC=over-the-counter
ROU=Right-of-Use
EBITDA=earnings before interest, income taxes, depreciation, depletion and amortization expenses, and amortization of excess cost of equity investmentsU.S.=United States of America
WTI=West Texas Intermediate

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,” “outlook,” “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, service debt or pay dividends, are forward-looking statements. Forward-looking statements in this report include, among others, express or implied statements pertaining to: the long-term demand for our assets and services, our anticipated dividends, our proposed acquisition of Kinetrex Energy and our capital projects, including expected completion timing and benefits of the acquisition and those projects.

Important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements in this report include: the impacts of the COVID-19 pandemic and the pace and extent of economic recovery; the timing and extent of changes in the supply of and demand for the products we transport and handle; commodity prices; and the other risks and uncertainties described in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition of Operations” and Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this report, as well as “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, 2020 (except to the extent such information is modified or superseded by information in subsequent reports).

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

Next: Item 1. Financial Statements.