Delaware
(State or other jurisdiction
of incorporation)
|
001-35081
(Commission
File Number)
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26-0238387
(I.R.S. Employer
Identification No.)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition
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Item 9.01.
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Financial Statements and Exhibits
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(c)
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Exhibits
The exhibit set forth below is being furnished pursuant to Item 2.02.
|
|
Exhibit
Number
|
Description
|
|
||
99.1
|
Press release of Kinder Morgan, Inc. issued July 18, 2012.
|
|
KINDER MORGAN, INC.
|
|||
|
Dated: July 18, 2012
|
By:
|
/s/ Joseph Listengart
|
||||
Joseph Listengart
Vice President and General Counsel
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Exhibit Number
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Description
|
|
99.1
|
Press release of Kinder Morgan, Inc. issued July 18, 2012.
|
KMI – 2Q Earnings
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Page 2
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·
|
As previously announced, KMI reached agreement with the Federal Trade Commission staff to divest certain KMP assets in order to complete the El Paso acquisition. KMI expects to complete the divestiture process during the third quarter of 2012.
|
·
|
In conjunction with the KMP divestures, KMI will offer to sell (drop down) all of TGP and 50 percent of EPNG to KMP. It is anticipated that the combination of divestitures and the dropdowns will be slightly accretive to KMP’s distributable cash flow in 2012 and nicely accretive thereafter.
|
·
|
During the second quarter, the previously announced sale of El Paso’s exploration and production business (EP Energy) was completed for approximately $7.15 billion. El Paso’s net operating loss carry forward largely offset taxes associated with this sale, so nearly all of the proceeds were used to reduce borrowings KMI incurred from the El Paso acquisition.
|
·
|
As previously announced, Anthony W. Hall, Jr. and Robert F. Vagt have joined the KMI board of directors. Hall served as a director at El Paso since 2001 and was a member of the Audit Committee and the Health, Safety, & Environmental Committee. Vagt served as a director at El Paso since 2005 and chaired the Health, Safety & Environmental Committee and was a member of the Compensation Committee.
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KMI – 2Q Earnings
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Page 3
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Bill Baerg
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Mindy Mills Thornock
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Media Relations
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Investor Relations
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(713) 420-2906
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(713) 369-9490
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bill_baerg@kindermorgan.com
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mindy_thornock@kindermorgan.com
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www.kindermorgan.com
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KMI – 2Q Earnings
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Page 4
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Three Months Ended
June 30,
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Six Months Ended
June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
KMP distributions to us
|
|
|||||||||||||||
From ownership of general partner interest (1)
|
$ | 348 | $ | 304 | $ | 679 | $ | 594 | ||||||||
On KMP units owned by us (2)
|
27 | 24 | 53 | 49 | ||||||||||||
On KMR shares owned by us (3)
|
18 | 16 | 35 | 31 | ||||||||||||
Total KMP distributions to us (4)
|
393 | 344 | 767 | 674 | ||||||||||||
EPB distributions to us
|
||||||||||||||||
From ownership of general partner interest (5)
|
32 | - | 32 | - | ||||||||||||
On EPB units owned by us (6)
|
50 | - | 50 | - | ||||||||||||
Total EPB distributions to us
|
82 | - | 82 | - | ||||||||||||
NGPL’s cash available for distribution to us (4)
|
(4 | ) | 6 | 7 | 20 | |||||||||||
Total cash generated
|
471 | 350 | 856 | 694 | ||||||||||||
General and administrative expenses and sustaining capital expenditures
|
(3 | ) | (3 | ) | (6 | ) | (5 | ) | ||||||||
Interest expense
|
(8 | ) | (6 | ) | (85 | ) | (81 | ) | ||||||||
Cash available to pay dividends before cash taxes
|
460 | 341 | 765 | 608 | ||||||||||||
Cash taxes
|
(191 | ) | (173 | ) | (193 | ) | (173 | ) | ||||||||
Subtotal – Cash available to pay dividends (4)
|
269 | 168 | 572 | 435 | ||||||||||||
El Paso Corporation’s cash available for distribution
|
||||||||||||||||
EP operations - EBITDA
|
142 | - | 142 | - | ||||||||||||
Interest expense (7)
|
(80 | ) | - | (80 | ) | - | ||||||||||
EP general and administrative expenses
|
(8 | ) | - | (8 | ) | - | ||||||||||
Sustaining capital expenditures
|
(16 | ) | - | (16 | ) | - | ||||||||||
El Paso Corporation's net cash available for the period May 25 to June 30, 2012 (8)
|
38 | - | 38 | - | ||||||||||||
Total – Consolidated cash available to pay dividends (9)
|
$ | 307 | $ | 168 | $ | 610 | $ | 435 | ||||||||
Average Shares Outstanding
|
843 | 707 | 776 | 707 | ||||||||||||
Cash Available Per Share Outstanding
|
$ | 0.36 | $ | 0.24 | $ | 0.79 | $ | 0.62 | ||||||||
Declared Dividend
|
$ | 0.35 | $ | 0.30 | $ | 0.67 | $ | 0.44 |
(1)
|
Based on (i) Kinder Morgan Energy Partners, L.P. (KMP) distributions of $1.23 and $2.43 per common unit declared for the three and six months ended June 30, 2012, respectively, and $1.15 and $2.29 per common unit declared for the three and six months ended June 30, 2011, respectively, (ii) 340 million and 319 million aggregate common units, Class B units and i-units outstanding as of April 30, 2012 and April 29, 2011, respectively, (iii) 347 million estimated to be outstanding as of July 31, 2012 and 330 million aggregate common units, Class B units and i-units outstanding as of July 29, 2011 and (iv) waived incentive distributions of $7 million and $13 million for the three and six months ended June 30, 2012, respectively, and $7 million and $14 million for the three and six months ended June 30, 2011, respectively. In conjunction with KMP’s acquisition of its initial 50% interest in May 2010, and subsequently, the remaining 50% interest in May 2011 of KinderHawk, we as general partner have agreed to waive a portion of our incentive distributions related to this investment from the first quarter of 2010 through the first quarter of 2013.
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(2)
|
Based on 22 million KMP units owned by us multiplied by the KMP per unit distribution declared, as outlined in footnote (1) above.
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(3)
|
Assumes that we sold the Kinder Morgan Management, LLC (KMR) shares that we estimate to be received as distributions for the three and six months ended June 30, 2012 and received as distributions for the three and six months ended June 30, 2011, respectively. We did not sell any KMR shares in the first six months of 2012 or 2011. We intend periodically to sell the KMR shares we receive as distributions to generate cash.
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(4)
|
2011 KMP distributions to us have been restated to a declared basis and NGPL amounts have been restated to a cash available basis to be consistent with the 2012 presentation.
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(5)
|
Based on (i) El Paso Pipelines Partners, L.P. (EPB) distributions of $0.55 per common unit declared for the three months ended June 30, 2012 and the 208 million common units estimated to be outstanding as of July 31, 2012.
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(6)
|
Based on 90 million EPB units owned by us multiplied by the EPB per unit distribution declared, as outlined in footnote (5) above.
|
(7)
|
2012 amounts include interest associated with Kinder Morgan, Inc.'s (KMI) incremental debt issued to finance the cash portion of the El Paso Corporation (EP) acquisition purchase price as well as EP consolidated interest expense, excluding EPB. EP interest expense is shown on an accrual (rather than a cash basis, as KMI is shown). Due to the timing of the EP cash interest payments, more than 7/12 of the payments occur after May 24.
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(8)
|
Represents cash available from EP, exclusive of EPB operations, for the period after May 24, 2012.
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(9)
|
Excludes $273 million and $283 million in after-tax expenses associated with the EP acquisition and El Paso Energy (EPE) sale for the three and six months ended June 30, 2012, respectively, which include (i) $94 million in employee severance, retention and bonus costs, (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules, (iii) $37 million in advisory fees, and (iv) $34 million and $42 million, respectively for the three and six months ended June 30, 2012 for legal fees and reserves.
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues
|
$ | 2,166 | $ | 1,952 | $ | 4,023 | $ | 3,884 | ||||||||
Costs, expenses and other
|
||||||||||||||||
Operating expenses
|
1,019 | 1,310 | 1,905 | 2,401 | ||||||||||||
Depreciation, depletion and amortization
|
333 | 258 | 607 | 508 | ||||||||||||
General and administrative
|
472 | 110 | 601 | 290 | ||||||||||||
Taxes, other than income taxes
|
69 | 51 | 119 | 97 | ||||||||||||
Other expense (income)
|
(20 | ) | (13 | ) | (18 | ) | (13 | ) | ||||||||
1,873 | 1,716 | 3,214 | 3,283 | |||||||||||||
Operating income
|
293 | 236 | 809 | 601 | ||||||||||||
Other income (expense)
|
||||||||||||||||
Earnings from equity investments
|
72 | 56 | 137 | 106 | ||||||||||||
Amortization of excess cost of equity investments
|
(2 | ) | (2 | ) | (4 | ) | (3 | ) | ||||||||
Interest, net
|
(291 | ) | (168 | ) | (470 | ) | (337 | ) | ||||||||
Other, net
|
8 | 7 | 9 | 8 | ||||||||||||
Income before income taxes
|
80 | 129 | 481 | 375 | ||||||||||||
Income tax expense
|
(42 | ) | (87 | ) | (138 | ) | (183 | ) | ||||||||
Income from continuing operations
|
38 | 42 | 343 | 192 | ||||||||||||
Income from discontinued operations
|
48 | 40 | 98 | 91 | ||||||||||||
Loss on remeasurement to fair value of discontinued operations
|
(327 | ) | - | (755 | ) | - | ||||||||||
(Loss) income from discontinued operations
|
(279 | ) | 40 | (657 | ) | 91 | ||||||||||
Net (loss) income
|
(241 | ) | 82 | (314 | ) | 283 | ||||||||||
Net loss attributable to noncontrolling interests
|
116 | 50 | 210 | 4 | ||||||||||||
Net (loss) income attributable to KMI
|
$ | (125 | ) | $ | 132 | $ | (104 | ) | $ | 287 | ||||||
Class P Shares
|
||||||||||||||||
Basic (Loss) Earnings Per Common Share From Continuing Operations (2) (3)
|
$ | (0.11 | ) | $ | 0.18 | $ | 0.09 | $ | 0.29 | |||||||
Basic (Loss) Earnings Per Common Share From Discontinued Operations (1)
|
(0.04 | ) | 0.01 | (0.22 | ) | 0.02 | ||||||||||
Total Basic Earnings Per Common Share
|
$ | (0.15 | ) | $ | 0.19 | $ | (0.13 | ) | $ | 0.31 | ||||||
Class A Shares
|
||||||||||||||||
Basic (Loss) Earnings Per Common Share From Continuing Operations (2) (3)
|
$ | (0.13 | ) | $ | 0.16 | $ | 0.05 | $ | 0.27 | |||||||
Basic (Loss) Earnings Per Common Share From Discontinued Operations (1)
|
(0.04 | ) | 0.01 | (0.23 | ) | 0.02 | ||||||||||
Total Basic Earnings Per Common Share
|
$ | (0.17 | ) | $ | 0.17 | $ | (0.18 | ) | $ | 0.29 | ||||||
Basic Weighted Average Number of Shares Outstanding
|
||||||||||||||||
Class P Shares
|
320 | 111 | 245 | 111 | ||||||||||||
Class A Shares
|
522 | 596 | 529 | 596 | ||||||||||||
Class P Shares
|
||||||||||||||||
Diluted (Loss)Earnings Per Common Share From Continuing Operations (2) (3)
|
$ | (0.11 | ) | $ | 0.18 | $ | 0.09 | $ | 0.29 | |||||||
Diluted (Loss) Earnings Per Common Share From Discontinued Operations (1)
|
(0.04 | ) | 0.01 | (0.22 | ) | 0.02 | ||||||||||
Total Diluted Earnings per Common Share
|
$ | (0.15 | ) | $ | 0.19 | $ | (0.13 | ) | $ | 0.31 | ||||||
Class A Shares
|
||||||||||||||||
Diluted (Loss) Earnings Per Common Share From Continuing Operations (2) (3)
|
$ | (0.13 | ) | $ | 0.16 | $ | 0.05 | $ | 0.27 | |||||||
Diluted (Loss) Earnings Per Common Share From Discontinued Operations (1)
|
(0.04 | ) | 0.01 | (0.23 | ) | 0.02 | ||||||||||
Total Diluted Earnings per Common Share
|
$ | (0.17 | ) | $ | 0.17 | $ | (0.18 | ) | $ | 0.29 | ||||||
Diluted Weighted Average Number of Shares Outstanding (4)
|
||||||||||||||||
Class P Shares
|
843 | 707 | 776 | 707 | ||||||||||||
Class A Shares
|
522 | 596 | 529 | 596 | ||||||||||||
Declared dividend per share (5)
|
$ | 0.35 | $ | 0.30 | $ | 0.67 | $ | 0.44 |
(1)
|
Includes the operations of EP and its consolidated subsidiaries for the period from May 25, 2012 to June 30, 2012 and earnings per share reflect the issuance of 330 million shares that were used to provide for the equity portion of the EP acquisition purchase price.
|
(2)
|
Six months ended June 30, 2011 earnings exclude $71 million of Members’ interest in net income prior to KMI's Initial Public Offering, $67 million of which has been allocated to continuing operations and $4 million of which has been allocated to discontinued operations.
|
(3)
|
The Class A shares earnings per share as compared to the Class P shares earnings per share has been primarily reduced by the dividends paid to the Class B shares on February 15 and May 15, 2012.
|
(4)
|
Outstanding KMI warrants and convertible preferred securities (assumed from the May 25, 2012 EP acquisition) were anti-dilutive during the three and six months ended June 30, 2012.
|
(5)
|
Six months 2011 dividend per share was prorated for the portion of the first quarter KMI was a public company ($0.14 per share). If KMI had been a public company for the entire six months, the year to date declared dividend would have been $0.59 per share ($0.29 and $0.30 per share for the first and second quarter of 2011, respectively).
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Income from continuing operations (1)
|
$ | 38 | $ | 42 | $ | 343 | $ | 192 | ||||||||
Income from discontinued operations (1)
|
48 | 40 | 98 | 91 | ||||||||||||
Income attributable to EPB (2)
|
(37 | ) | - | (37 | ) | - | ||||||||||
Distributions declared by EPB for the second quarter and payable in the third quarter of 2012 to KMI (2)
|
82 | - | 82 | - | ||||||||||||
Depreciation, depletion and amortization (3)
|
339 | 264 | 620 | 520 | ||||||||||||
Amortization of excess cost of investments (1)
|
2 | 2 | 4 | 3 | ||||||||||||
Earnings from equity investments (4)
|
(92 | ) | (76 | ) | (179 | ) | (144 | ) | ||||||||
Distributions from equity investments
|
89 | 72 | 169 | 136 | ||||||||||||
Distributions from equity investments in excess of cumulative earnings
|
65 | 47 | 113 | 131 | ||||||||||||
KMP certain items (5)
|
(19 | ) | 160 | (15 | ) | 248 | ||||||||||
EP acquisition related costs (6)
|
350 | - | 361 | - | ||||||||||||
EP certain items (7)
|
5 | - | 4 | - | ||||||||||||
KMI deferred tax adjustment (8)
|
29 | - | 38 | - | ||||||||||||
Difference between cash and book taxes
|
(195 | ) | (101 | ) | (115 | ) | (8 | ) | ||||||||
Difference between cash and book interest expense for KMI
|
61 | 35 | 25 | 2 | ||||||||||||
Sustaining capital expenditures (9)
|
(71 | ) | (50 | ) | (115 | ) | (86 | ) | ||||||||
KMP declared distribution on its limited partner units owned by the public (10)
|
(383 | ) | (338 | ) | (747 | ) | (662 | ) | ||||||||
EPB declared distribution on its limited partner units owned by the public (11)
|
(65 | ) | - | (65 | ) | - | ||||||||||
Other (12)
|
61 | 71 | 26 | 12 | ||||||||||||
Cash available to pay dividends (13)
|
$ | 307 | $ | 168 | $ | 610 | $ | 435 |
(1)
|
Consists of the corresponding line items in the preceding Preliminary Unaudited Consolidated Statements of Income.
|
|||||||||||
(2) |
On May 25, 2012, KMI began recongnizing income from its investment in EPB, and it will receive in the third quarter the full distribution for the second quarter as it will be the holder of record as of July 31, 2012.
|
|||||||||||
(3)
|
Consists of the following:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||
Depreciation, depletion and amortization from continuing operations
|
$
|
333
|
$
|
258
|
$
|
607
|
$
|
508
|
||||
Depreciation, depletion and amortization from discontinued operations
|
$
|
6
|
$
|
6
|
$
|
13
|
$
|
12
|
||||
(4)
|
Consists of the following:
|
|||||||||||
Income from equity investments from continuing operations
|
$
|
(72)
|
$
|
(56)
|
$
|
(137)
|
$
|
(106)
|
||||
Income from equity investments from discontinued operations
|
$
|
(20)
|
$
|
(20)
|
$
|
(42)
|
$
|
(38)
|
||||
(5)
|
Consists of items such as hedge ineffectiveness, legal and environmental reserves, gain/loss on sale, insurance proceeds from casualty losses, and asset disposition expenses. Six months of 2011 also includes KMP’s portion ($87 million) of a $100 million special bonus expense for non-senior employees, which KMP is required to recognize in accordance with U.S. generally accepted accounting principles. However, KMP had no obligation, nor did it pay any amounts in respect to such bonuses. The cost of the $100 million special bonus to non-senior employees was not borne by our Class P shareholders. In May of 2011 we paid for the $100 million of special bonuses, which included the amounts allocated to KMP, using $64 million (after-tax) in available earnings and profits reserved for this purpose and not paid in dividends to our Class A shareholders. KMP adds back these certain items in its calculation of distributable cash flow used to determine its distribution. For more information, see KMP’s 2nd Quarter 2012 Earnings Release filed on Form 8-K with the SEC on July 18, 2012.
|
|||||||||||
(6)
|
Includes pre-tax expenses associated with the EP acquisition and EPE sale, which for the three and six months ended June 30, 2012 include (i) $149 million in employee severance, retention and bonus costs, (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules, (iii) $37 million in advisory fees, and (iv) $47 million and $56 million, respectively, for the three and six months ended June 30, 2012 for legal fees and reserves.
|
|||||||||||
(7)
|
Legacy marketing contracts and associated interest.
|
|||||||||||
(8)
|
Due to an increase in KMI's effective tax rate as a result of the EP acquisition.
|
|||||||||||
(9)
|
We define sustaining capital expenditures as capital expenditures that do not expand the capacity of an asset.
|
|||||||||||
(10)
|
Declared distribution multiplied by limited partner units outstanding on the applicable record date less units owned by us. Includes distributions on KMR shares. KMP must generate the cash to cover the distributions on the KMR shares, but those distributions are paid in additional shares and KMP retains the cash. We do not have access to that cash.
|
|||||||||||
(11)
|
Declared distribution multiplied by limited partner units outstanding on the applicable record date less units owned by us.
|
|||||||||||
(12)
|
Consists of items such as timing and other differences between earnings and cash, KMP’s and EPB's cash flow in excess of its distributions, non-cash purchase accounting adjustments related to the EP acquisition and Going Private Transaction primarily associated with non-cash amortization of debt fair value adjustments, and in the six months of 2011 KMP’s crude hedges, and KMI certain items, which includes for the first quarter of 2011, KMI’s portion ($13 million) of the special bonus as described in footnote (5) above.
|
|||||||||||
(13)
|
2011 KMP distributions to us have been restated to a declared basis and NGPL amounts have been restated to a cash available basis to be consistent with the 2012 presentation.
|
June 30,
2012
|
December 31,
2011
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents - KMI
|
$ | 106 | $ | 2 | ||||
Cash and cash equivalents - KMP
|
522 | 409 | ||||||
Cash and cash equivalents - EPB
|
47 | - | ||||||
Other current assets
|
4,616 | 1,252 | ||||||
Property, plant and equipment, net - KMI
|
9,483 | 2,330 | ||||||
Property, plant and equipment, net - KMP
|
15,130 | 15,596 | ||||||
Property, plant and equipment, net - EPB
|
6,000 | - | ||||||
Investments - KMI
|
3,955 | 398 | ||||||
Investments - KMP
|
2,087 | 3,346 | ||||||
Investments - EPB
|
72 | - | ||||||
Goodwill - KMI
|
22,064 | 3,637 | ||||||
Goodwill - KMP
|
1,351 | 1,437 | ||||||
Goodwill - EPB
|
22 | - | ||||||
Deferred charges and other assets
|
4,064 | 2,310 | ||||||
TOTAL ASSETS
|
$ | 69,519 | $ | 30,717 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Liabilities
|
||||||||
Short-term debt:
|
||||||||
KMI
|
$ | 2,209 | $ | 1,261 | ||||
KMP
|
979 | 1,638 | ||||||
EPB
|
83 | - | ||||||
Other current liabilities
|
2,740 | 1,630 | ||||||
Long-term debt:
|
||||||||
KMI
|
14,262 | 1,978 | ||||||
KMP
|
12,154 | 11,159 | ||||||
EPB
|
4,537 | - | ||||||
Preferred interest in general partner of KMP
|
100 | 100 | ||||||
Debt fair value adjustments (2)
|
2,780 | 1,119 | ||||||
Deferred income taxes
|
3,723 | 2,199 | ||||||
Other long-term liabilities
|
2,761 | 1,065 | ||||||
Total liabilities
|
46,328 | 22,149 | ||||||
Shareholders’ Equity
|
||||||||
Accumulated other comprehensive loss
|
(42 | ) | (115 | ) | ||||
Other shareholders’ equity
|
14,263 | 3,436 | ||||||
Total KMI equity
|
14,221 | 3,321 | ||||||
Noncontrolling interests
|
8,970 | 5,247 | ||||||
Total shareholders’ equity
|
23,191 | 8,568 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 69,519 | $ | 30,717 | ||||
Debt, net of cash
|
||||||||
KMI
|
$ | 16,365 | $ | 3,237 | ||||
KMP
|
12,611 | 12,388 | ||||||
EPB
|
4,573 | - | ||||||
Total Consolidated Debt
|
$ | 33,549 | $ | 15,625 |
(1)
|
Includes the May 25, 2012 acquistion of EP, and its consolidated subsidiaries.
|
(2)
|
Amounts include the fair value of interest rate swaps and as of June 30, 2012, purchase price allocation adjustments to record EP's debt, including EPB debt, at its May 25, 2012 fair value.
|