Kinder Morgan 10-Q 2026-03-31

Filed 2026-04-24. 8 sections, 216K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

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

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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
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 April 23, 2026, the registrant had 2,224,825,757 shares of Class P common stock 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 Income - Three Months Ended March 31, 2026 and 20254
Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2026 and 20255
Consolidated Balance Sheets - as of March 31, 2026 and December 31, 20256
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 20257
Consolidated Statements of Stockholders’ Equity - Three Months Ended March 31, 2026 and 20259
Notes to Consolidated Financial Statements10
Note 1.General10
Note 2.Acquisitions11
Note 3.Debt12
Note 4.Stockholders’ Equity13
Note 5.Risk Management14
Note 6.Revenue Recognition18
Note 7.Reportable Segments20
Note 8.Income Taxes22
Note 9.Litigation and Environmental22
Note 10.Recent Accounting Pronouncements26
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
General and Basis of Presentation27
Results of Operations27
Overview27
Consolidated Earnings Results30
Non-GAAP Financial Measures32
Segment Earnings Results34
Liquidity and Capital Resources41
Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries45
Item 3.Quantitative and Qualitative Disclosures About Market Risk46
Item 4.Controls and Procedures46
PART II. OTHER INFORMATION
Item 1.Legal Proceedings46
Item 1A.Risk Factors46
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46
Item 3.Defaults Upon Senior Securities46
Item 4.Mine Safety Disclosures46
Item 5.Other Information46
Item 6.Exhibits47
Signature48

KINDER MORGAN, INC. AND SUBSIDIARIES

GLOSSARY

Company Abbreviations

KMBT=Kinder Morgan Bulk Terminals, Inc.KMLT=Kinder Morgan Liquid Terminals, LLC
KMI=Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiariesTGP=Tennessee Gas Pipeline Company, L.L.C.
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 dayLNG=liquefied natural gas
Bbl=barrelsMBbl=thousand barrels
BBtu=billion British Thermal UnitsMMBbl=million barrels
Bcf=billion cubic feetMMtons=million tons
CERCLA=Comprehensive Environmental Response, Compensation and Liability ActNGL=natural gas liquids
NYMEX=New York Mercantile Exchange
CO2=carbon dioxide or our CO2 business segmentOTC=over-the-counter
DD&A=depreciation, depletion and amortizationRIN=Renewable Identification Number
EPA=U.S. Environmental Protection AgencyRNG=Renewable natural gas
FASB=Financial Accounting Standards BoardROU=Right-of-Use
GAAP=U.S. Generally Accepted Accounting PrinciplesU.S.=United States of America
IT=Information TechnologyWTI=West Texas Intermediate
LLC=limited liability company

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 revenues, 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: long-term demand for our assets and services, our business strategy, expected financial results, dividends, sustaining and discretionary/expansion capital expenditures, our cash requirements and our financing and capital allocation strategy, anticipated impacts of litigation and legal or regulatory developments, and our capital projects, including expected completion timing and benefits of 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 timing and extent of changes in the supply of and demand for the products we transport and handle; repercussions of recent armed conflicts between Israel and Hamas and between the U.S., Israel, and Iran, including commodity price volatility and potential adverse effects on financial and economic conditions; the impact of changes in trade policies and tariffs; and the other risks and uncertainties described in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results 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,” Part I, Item 1A. “Risk Factors,” and Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K) (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

Item 1. Financial Statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts, unaudited)

Three Months Ended March 31,
20262025
Revenues
Services$2,525$2,360
Commodity sales2,2451,836
Other5845
Total Revenues4,8284,241
Operating Costs, Expenses, and Other
Costs of sales (exclusive of items shown separately below)1,7491,476
Operations and maintenance711711
Depreciation, depletion, and amortization633610
General and administrative184187
Taxes, other than income taxes114112
Other income, net(7)—
Total Operating Costs, Expenses, and Other3,3843,096
Operating Income1,4441,145
Other Income (Expense)
Earnings from equity investments254220
Interest, net(430)(451)
Other, net2015
Total Other Expense(156)(216)
Income Before Income Taxes1,288929
Income Tax Expense(287)(186)
Net Income1,001743
Net Income Attributable to Noncontrolling Interests(25)(26)
Net Income Attributable to Kinder Morgan, Inc.$976$717
Class P Common Stock
Basic and Diluted Earnings Per Share$0.44$0.32
Basic and Diluted Weighted Average Shares Outstanding2,2252,222

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

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, unaudited)

Three Months Ended March 31,
20262025
Net income$1,001$743
Other comprehensive loss, net of tax
Net unrealized loss from derivative instruments (net of taxes of $56 and $3, respectively)(199)(7)
Reclassification into earnings of net derivative instruments loss (gain) to net income (net of taxes of $(6) and $1, respectively)20(5)
Benefit plan adjustments (net of taxes of $1 and $—, respectively)(3)(2)
Total other comprehensive loss(182)(14)
Comprehensive income819729
Comprehensive income attributable to noncontrolling interests(25)(26)
Comprehensive income attributable to KMI$794$703

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

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts, unaudited)

March 31, 2026December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents$72$

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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 in our 2025 Form 10-K; (ii) our management’s discussion and analysis of financial condition, and results of operations included in our 2025 Form 10-K; (iii) “Information Regarding Forward-Looking Statements” at the beginning of this report, and in our 2025 Form 10-K; and (iv) “Risk Factors” in Part I, Item 1A in our 2025 Form 10-K.

Acquisition

Following is a recently announced acquisition.

EventDescriptionBusiness Segment
Monument Pipeline acquisition $505 million (Estimated to close second quarter 2026)Natural gas pipeline system (Monument Pipeline) serving Houston, Texas and the surrounding metropolitan area which includes approximately 225 miles of pipelines and provides transportation and storage services to gas utilities, LNG shippers, and industrial customers.Natural Gas Pipelines (Midstream)

2026 Dividends and Discretionary Capital

We expect to declare dividends of $1.19 per share for 2026, a 2% increase from the 2025 declared dividends of $1.17 per share. We expect to invest $3.9 billion in expansion projects, acquisitions, and contributions to joint ventures during 2026.

The expectations for 2026 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 statement.

Results of Operations

Overview

As described in further detail below, our management evaluates our performance primarily using Net income attributable to Kinder Morgan, Inc. and Segment earnings before DD&A expenses (EBDA) (as presented in Note 7 “Reportable Segments”), along with the non-GAAP financial measures of Adjusted Net Income Attributable to Common Stock, in the aggregate and per share, Adjusted Segment EBDA, Adjusted Net Income Attributable to Kinder Morgan, Inc., Adjusted earnings before interest, income taxes, DD&A expenses (EBITDA), and Net Debt.

GAAP Financial Measures

Our Consolidated Earnings Results for the three months ended March 31, 2026 and 2025 present Net income attributable to Kinder Morgan, Inc., as prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 7 “Reportable Segments” pursuant to FASB ASC 280. The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles. 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, IT, human resources, and legal services.

Non-GAAP Financial Measures

Our non-GAAP financial measures described below should not be considered alternatives to GAAP Net income attributable to Kinder Morgan, Inc. 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 our consolidated non-GAAP financial measures by reviewing our

comparable GAAP measures identified in the descriptions of consolidated non-GAAP measures below, 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 income attributable to Kinder Morgan, Inc., but typically (i) do not have a cash impact (for example, unsettled commodity hedges and asset impairments), (ii) by their nature are separately identifiable from our normal business operations and in most cases are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation, and casualty losses), or (iii) align the timing of cash impacts from natural gas inventory hedges with the future associated physical withdrawals from inventory. (See the tables included in “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Kinder Morgan, Inc.,” “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Common Stock,” and “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA” below). We also include adjustments related to joint ventures (see “—Amounts associated with Joint Ventures” below). The following table summarizes our Certain Items for the three months ended March 31, 2026 and 2025, which are also described in more detail in the footnotes to tables included in “—Segment Earnings Results” below.

Three Months Ended March 31,
20262025
(In millions)
Certain Items
Risk management activities(a)(b)$113$84
Income tax Certain Items(c)(26)(35)
Total Certain Items(d)(e)$87$49

(a)Includes changes in fair value of unsettled derivatives, of which gains or losses are reflected within non-GAAP financial measures when realized.

(b)Includes natural gas inventory hedges of which gains or losses are reflected within non-GAAP financial measures when the associated physical gas is withdrawn from inventory.

(c)Represents the income tax provision on Certain Items plus discrete income tax items. Includes the impact of KMI’s income tax provision on Certain Items affecting earnings from equity investments and is separate from the related tax provision recognized at the investees by the joint ventures which are also taxable entities.

(d)2025 amount includes $2 million reported within “Earnings from equity investments” on the accompanying consolidated statement of income of “Risk management activities

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risk exposures that would affect the quantitative and qualitative disclosures presented as of December 31, 2025, in Part II, Item 7A in our 2025 Form 10-K. For more information on our risk management activities, refer to Item 1, Note 5 “Risk Management” to our consolidated financial statements.

Item 4. Controls and Procedures.

As of March 31, 2026, 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 March 31, 2026 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 2025 Form 10-K.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

We do not own or operate mines for which reporting requirements apply under the mine safety disclosure requirements of the Dodd-Frank Act. We have 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 Act for the quarter ended March 31, 2026.

Item 5. Other Information.

During the quarter ending March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits.