-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IMxqdcZqIa4G1tdoAMFgINm4huasLIMoTOPDi9YDKqzKEWjV5sJIxoEtukQbVs14 OJfkfTU1vzE72ywHKcfeRg== 0000054502-07-000020.txt : 20070523 0000054502-07-000020.hdr.sgml : 20070523 20070523164411 ACCESSION NUMBER: 0000054502-07-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070517 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDER MORGAN INC CENTRAL INDEX KEY: 0000054502 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 480290000 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06446 FILM NUMBER: 07874366 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-369-9000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: K N ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KN ENERGY INC DATE OF NAME CHANGE: 19920430 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS NEBRASKA NATURAL GAS CO INC DATE OF NAME CHANGE: 19830403 8-K 1 kmi8k052307.htm KINDER MORGAN, INC. FORM 8-K Kinder Morgan, Inc. Form 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):  May 17, 2007


KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)



Kansas

(State or other jurisdiction

of incorporation)


1-6446

(Commission

File Number)


48-0290000

(I.R.S. Employer

Identification No.)


500 Dallas Street, Suite 1000

Houston, Texas 77002

(Address of principal executive offices, including zip code)

713-369-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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




Item 2.01.  Completion of Acquisition or Disposition of Assets.

On May 17, 2007, Kinder Morgan, Inc. completed the sale of Terasen Inc. to Fortis Inc. Total consideration for the disposition was approximately C$3.7 billion, including cash and the assumption by Fortis of approximately C$2.3 billion in debt, which was previously disclosed in a press release, filed on Form 8-K on March 1, 2007.

Item 9.01.  Financial Statements and Exhibits.

(b)

Pro Forma Financial Information

The Unaudited Pro Forma Condensed Consolidated Balance Sheet of Kinder Morgan, Inc. as of March 31, 2007 and Notes thereto are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d)

Exhibits.

99.1

Unaudited Pro Forma Condensed Consolidated Balance Sheet of Kinder Morgan, Inc. as of March 31, 2007.



2




S I G N A T U R E


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

KINDER MORGAN, INC.

  

  

Dated:  May 23, 2007

By:

/s/ Kimberly A. Dang

 

 

Kimberly A. Dang

Vice President and Chief Financial Officer



3



EXHIBIT INDEX


Exhibit

Number


Description

  

99.1

Unaudited Pro Forma Condensed Consolidated Balance Sheet of Kinder Morgan, Inc. as of March 31, 2007.







EX-99.1 2 kmiexhibit991.htm KINDER MORGAN, INC. EXHIBIT 99.1 Kinder Morgan, Inc. Exhibit 99.1

Exhibit 99.1

Kinder Morgan, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet


The following unaudited pro forma condensed consolidated balance sheet has been derived from the historical balance sheet of Kinder Morgan, Inc. (the “Company”) as of March 31, 2007 to give effect to the sale of Terasen Inc. (“Terasen Gas”) to Fortis Inc., which was completed on May 17, 2007.

The historical income statements of the Company, as included in its Form 8-K filed on May 14, 2007 and in its Form 10-Q for the three months ended March 31, 2007, include the operations of Terasen Gas in discontinued operations. Since the operations of Terasen Gas are included in discontinued operations in the historical income statements and since the pro forma financial statements required under Article 11 of Regulation S-X only include income from continuing operations, no pro forma adjustments are required to the historical income statements to reflect the sale of Terasen Gas. Accordingly, pro forma income statements have been omitted from this presentation of pro forma financial statements.

The Terasen Gas assets and liabilities are classified as held for sale in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2007, and the pro forma adjustment gives effect to the transaction as if it had occurred on March 31, 2007.

The pro forma adjustment described in the accompanying notes is based on estimates and various assumptions that the Company believes are reasonable under the circumstances. The pro forma financial information included herein is provided for informational purposes only and is not necessarily indicative of what the actual financial position of the Company would have been had the transaction actually occurred on the date indicated.

The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with the Company’s financial statements, including the notes thereto, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2006 contained in the Company’s Form 8-K filed on May 14, 2007 and in its quarterly report on Form 10-Q as of and for the three months ended March 31, 2007.




KINDER MORGAN, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BLANCE SHEET

AS OF MARCH 31, 2007

(In millions except share amounts)

 

As Reported

 


Pro Forma

Adjustmenta

 

Pro Forma

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

$

690.4

 

 

$

1,156.4

 

 

$

1,846.8

 

Assets Held for Sale

 

439.0

 

 

 

(437.1

)

 

 

1.9

 

Other

 

1,231.8

 

 

 

-

 

 

 

1,231.8

 

 

 

2,361.2

 

 

 

719.3

 

 

 

3,080.5

 

   

 

 

 

 

 

 

 

 

 

 

 

Notes Receivable – Related Parties

 

89.7

 

 

 

-

 

 

 

89.7

 

Other Investments

 

1,046.2

 

 

 

-

 

 

 

1,046.2

 

Goodwill

 

1,974.7

 

 

 

-

 

 

 

1,974.7

 

Other Intangibles, Net

 

225.7

 

 

 

-

 

 

 

225.7

 

Property, Plant and Equipment, Net

 

15,991.5

 

 

 

-

 

 

 

15,991.5

 

Assets Held for Sale, Non-current

 

4,437.0

 

 

 

(3,636.6

)

 

 

800.4

 

Deferred Charges and Other Assets

 

431.0

 

 

 

-

 

 

 

431.0

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

26,557.0

 

 

$

(2,917.3

)

 

$

23,639.7

 

  

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Current Maturities of Long-term Debt

$

575.5

 

 

$

-

 

 

$

575.5

 

Notes Payable

 

354.3

 

 

 

-

 

 

 

354.3

 

Accounts Payable – Trade

 

856.8

 

 

 

-

 

 

 

856.8

 

Accrued Taxes

 

247.2

 

 

 

(19.6

)

 

 

227.6

 

Liabilities Held for Sale

 

1,065.7

 

 

 

(706.2

)

 

 

359.5

 

Other

 

775.8

 

 

 

-

 

 

 

775.8

 

  

 

3,875.3

 

 

 

(725.8

)

 

 

3,149.5

 

  

 

 

 

 

 

 

 

 

 

 

 

Deferred Income Taxes

 

2,748.9

 

 

 

0.2

 

 

 

2,749.1

 

Liabilities Held for Sale, Non-current

 

2,487.7

 

 

 

(2,182.9

)

 

 

304.8

 

Other Liabilities and Deferred Credits

 

1,051.0

 

 

 

-

 

 

 

1,051.0

 

Long-term Debt

 

9,976.1

 

 

 

-

 

 

 

9,976.1

 

Minority Interests in Equity of Subsidiaries

 

3,022.2

 

 

 

-

 

 

 

3,022.2

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

23,161.2

 

 

 

(2,908.5

)

 

 

20,252.7

 

  

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Common Stock-

 

 

 

 

 

 

 

 

 

 

 

Authorized – 300,000,000 Shares, Par Value $5 Per Share
Outstanding – 149,239,141 Shares, Before Deducting 15,023,351
Shares Held in Treasury

 

746.2

 

 

 

-

 

 

 

746.2

 

Additional Paid-in Capital

 

3,058.5

 

 

 

-

 

 

 

3,058.5

 

Retained Earnings

 

644.1

 

 

 

(16.7

)

 

 

627.4

 

Treasury Stock

 

(915.9

)

 

 

-

 

 

 

(915.9

)

Accumulated Other Comprehensive Loss

 

(137.1

)

 

 

7.9

 

 

 

(129.2

)

Total Stockholders’ Equity

 

3,395.8

 

 

 

(8.8

)

 

 

3,387.0

 

  

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

$

26,557.0

 

 

$

(2,917.3

)

 

$

23,639.7

 





Kinder Morgan, Inc.

Notes to Unaudited Pro Forma Condensed

Consolidated Balance Sheet


The unaudited pro forma condensed consolidated balance sheet presents financial information for the Company giving effect to the disposition of Terasen Inc., which was completed on May 17, 2007. The amounts included in the column labeled “As Reported” were derived from the historical balance sheet of the Company as filed on Form 10-Q as of and for the three months ended March 31, 2007. The following pro forma adjustment gives effect to this transaction as if it had occurred on March 31, 2007:

(a)

To record the pro forma disposition of Terasen Inc. at March 31, 2007, including the elimination of the assets and liabilities held for sale and to reflect the receipt of the sale proceeds.

 

U.S. $

 

(In millions)

Sales Proceeds, Net of Selling Expenses

$

1,099.9

1

Net Book Value of Assets and Liabilities Sold

 

1,136.0

2

Loss on Sale Before Income Taxes

 

(36.1

)

Income Tax Benefit

 

19.4

 

Loss on Sale, Net of Income Taxes

$

(16.7

)

________________


1

The purchase and sale agreement provided for an adjustment to the purchase price based on the debt outstanding at Terasen Inc. at the time of closing. This pro forma balance sheet has been prepared based on the amounts that would have been received had the transaction occurred on March 31, 2007. Actual net proceeds (after estimated expenses) received from the sale on May 17, 2007 were C$1,237.0 million. At the March 31, 2007 exchange rate of 0.8661 U.S. dollars per Canadian dollar, this converts to US$1,071.4 million.

2

Prior to the sale, the Company received cash dividends in the amount of $56.5 million. The net book value of assets and liabilities sold reflects a reduction of $56.5 million for these dividends.




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