8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2018

KINDER MORGAN, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35081	80-0682103
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Louisiana Street, Suite 1000

Houston, Texas 77002

(Address of Principal Executive Offices)

(Zip code)

713-369-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

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. o

Item 8.01Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission by Kinder Morgan Canada Limited (“KML”) on June 1, 2018, KML, Kinder Morgan Cochin ULC (“KMCU”) and Kinder Morgan, Inc. (“KMI”) entered into a Share and Unit Purchase Agreement (the “Purchase Agreement”) with Her Majesty in Right of Canada, as represented by the Minister of Finance (the “Purchaser”) on May 29, 2018. Pursuant to the Purchase Agreement and upon consummation of the Transaction, the Purchaser indirectly acquired from KMCU (a) all of the shares of Trans Mountain Pipeline ULC, (b) all of the partnership units of Trans Mountain Pipeline L.P. and (c) all of the shares of Kinder Morgan Canada Inc., for aggregate consideration of C$4.5 billion, subject to certain adjustments (the “Transaction”). The sale of these securities transferred to the Purchaser the ownership of the companies and limited partnership that hold the Trans Mountain pipeline system and related expansion project, the Puget Sound pipeline system and the Canadian employees that operate the business and assets to be sold.

The board of directors of KML, on September 4, 2018, announced its plan for the use of proceeds from the Transaction, which is in part subject to the approval of KML’s shareholders under Canadian law.  Subsequently, on September 4, 2018, KMI issued press release announcing KMI’s intention to vote in favor of the KML board’s proposals that will facilitate its plan for the use of proceeds from the Transaction. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits — See Exhibit Index

Exhibit Index

Exhibit No.	Description
99.1	KMI Press Release, dated as of September 4, 2018.

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SIGNATURES

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 hereunto duly authorized.

KINDER MORGAN, INC.
By:	/s/ Adam S. Forman
	Adam S. Forman
	Vice President

Date: September 6, 2018

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EX-99.1

Exhibit 99.1

KINDER MORGAN TO APPLY TRANS MOUNTAIN PROCEEDS TO DEBT REDUCTION

Announces Intention to Vote its Shares in Support of KML Board Proposals

HOUSTON, Sept. 4, 2018 - Kinder Morgan, Inc., (NYSE: KMI) today announced its intention to vote in favor of the Kinder Morgan Canada Limited (TSX: KML) board’s proposals that will facilitate the distribution of approximately $2.0 billion of Trans Mountain net sale proceeds as a return of capital to KMI; and reiterated its intention to use the proceeds to pay down debt.  As a result, KMI currently expects to end the year at a Net Debt-to-Adjusted EBITDA ratio of approximately 4.6 times, and expects to have reduced its consolidated net debt by approximately $7.8 billion since the third quarter of 2015.

“Today, we are revising our long-term leverage target from at or below 5.0 times to around 4.5 times, which is consistent with where we expect to end the year,” said KMI President Kim Dang.  “We have been very successful over the last several years in substantially improving our balance sheet to enhance our financial strength, and we expect that to be recognized by the ratings agencies.”

Kinder Morgan, Inc. (NYSE: KMI) is one of the largest energy infrastructure companies in North America.  We own an interest in or operate approximately 84,000 miles of pipelines and 152 terminals.  Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO2 and other products, and our terminals transload and store liquid commodities including petroleum products, ethanol and chemicals, and bulk products, including petroleum coke, metals and ores. For more information please visit www.kindermorgan.com.

Non-GAAP Financial Measures

The non-generally accepted accounting principles (non-GAAP) financial measure of net income before interest expense, taxes, DD&A and Certain Items (Adjusted EBITDA) is presented herein.

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Certain Items as used to calculate our Non-GAAP measures, are items that are required by GAAP to be reflected in net income, but typically either (1) do not have a cash impact (for example, asset impairments), or (2) 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).

Adjusted EBITDA is calculated by adjusting net income before interest expense, taxes, and DD&A (EBITDA) for Certain Items, noncontrolling interests before Certain Items, and KMI’s share of certain equity investees’ DD&A (net of consolidating joint venture partners’ share of DD&A) and book taxes.  Adjusted EBITDA is used by management and external users, in conjunction with our net debt, 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 income.

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

Important Information Relating to Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities and Exchange Act of 1934. Generally the words “expects,” “believes,” anticipates,” “plans,” “will,” “shall,” “estimates,” and similar expressions identify forward-looking statements, which are generally not historical in nature.  Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management, based on information currently available to them.  Although KMI believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statements will materialize.  Important factors that could cause actual results to differ materially from those expressed in or implied by these forward-looking statements include the risks and uncertainties described in KMI’s reports filed with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year-ended December 31, 2017 (under the headings “Risk Factors” and “Information Regarding Forward-Looking Statements” and elsewhere) and its subsequent reports, which are available through the SEC’s EDGAR system at www.sec.gov and on our website at ir.kindermorgan.com.  Forward-looking statements speak only as of the date they were made, and except to the extent required by law, KMI undertakes no obligation to update any forward-looking statement because of new information, future events or other factors.  Because of these risks and uncertainties, readers should not place undue reliance on these forward-looking statements.

CONTACTS
Dave Conover	Investor Relations
Media Relations	(800) 348-7320
(713) 420-6397	km_ir@kindermorgan.com
Newsroom@kindermorgan.com	www.kindermorgan.com

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