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EX-31.2 - KMI 10Q2 EXHIBIT 31.2 - KINDER MORGAN, INC.kmi10q2ex31_2.htm
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EX-31.1 - KMI 10Q2 EXHIBIT 31.1 - KINDER MORGAN, INC.kmi10q2ex31_1.htm
EX-32.2 - KMI 10Q2 EXHIBIT 32.2 - KINDER MORGAN, INC.kmi10q2ex32_2.htm







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
F O R M   10-Q
 
þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
 
or
 
o  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
KINDER MORGAN, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
80-0682103
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

500 Dallas Street, Suite 1000, Houston, Texas 77002
(Address of principal executive offices)(zip code)
Registrant’s telephone number, including area code: 713-369-9000
 
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 o No þ
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes o No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer o Accelerated filer o Non-accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ
 

As of July 29, 2011, the registrant had the following number of shares of common stock outstanding:
 
Class A common stock
596,102,672
Class B common stock
100,000,000
Class C common stock
2,462,927
Class P common stock
110,898,898


 
 

 
Kinder Morgan, Inc. Form 10-Q




KINDER MORGAN, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

   
Page
Number
   
     
3
 
3
 
4
 
5
 
6
     
46
 
46
 
51
 
52
 
68
 
74
 
74
     
76
     
76
     
     
     
   
     
77
     
77
     
77
     
77
     
77
     
77
     
77
     
 
78


 
2

 

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
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenues
                       
Natural gas sales
  $ 850.0     $ 848.1     $ 1,656.0     $ 1,865.6  
Services
    753.1       751.7       1,537.5       1,490.2  
Product sales and other
    430.4       391.1       848.1       792.7  
Total Revenues
    2,033.5       1,990.9       4,041.6       4,148.5  
  
                               
Operating Costs, Expenses and Other
                               
Gas purchases and other costs of sales
    883.3       847.9       1,699.0       1,864.5  
Operations and maintenance
    479.7       319.2       789.2       773.7  
Depreciation, depletion and amortization
    263.7       269.7       519.8       552.0  
General and administrative
    109.7       104.8       290.1       220.5  
Taxes, other than income taxes
    53.7       40.8       102.4       86.2  
Other expense (income)
    (13.2 )     3.1       (12.5 )     1.8  
Total Operating Costs, Expenses and Other
    1,776.9       1,585.5       3,388.0       3,498.7  
  
                               
Operating Income
    256.6       405.4       653.6       649.8  
  
                               
Other Income (Expense)
                               
Earnings (loss) from equity investments
    75.3       60.9       143.7       (313.3 )
Amortization of excess cost of equity investments
    (1.6 )     (1.5 )     (3.1 )     (2.9 )
Interest expense
    (172.7 )     (163.7 )     (346.8 )     (319.9 )
Interest income
    5.7       7.3       11.1       12.9  
Other, net
    6.3       (2.3 )     8.0       4.3  
Total Other Income (Expense)
    (87.0 )     (99.3 )     (187.1 )     (618.9 )
  
                               
Income from Continuing Operations Before Income Taxes
    169.6       306.1       466.5       30.9  
                                 
Income Tax (Expense) Benefit
    (87.8 )     (45.8 )     (183.7 )     49.7  
                                 
Income from Continuing Operations
    81.8       260.3       282.8       80.6  
                                 
Loss from Discontinued Operations, Net of Tax
    (0.1 )     -       (0.1 )     (0.2 )
                                 
Net Income
    81.7       260.3       282.7       80.4  
                                 
Net Loss (Income) Attributable to Noncontrolling Interests
    50.4       (214.3 )     4.4       (195.3 )
  
                               
Net Income (Loss) Attributable to Kinder Morgan, Inc.
  $ 132.1     $ 46.0     $ 287.1     $ (114.9 )
                                 
Basic Earnings Per Common Share
                               
Class P Shares
  $ 0.19             $ 0.31          
Class A Shares
  $ 0.17             $ 0.29          
Basic Weighted Average Number of Shares Outstanding
                               
Class P Shares
    110.9               110.8          
Class A Shares
    596.1               596.2          
Diluted Earnings Per Common Share
                               
Class P Shares
  $ 0.19             $ 0.31          
Class A Shares
  $ 0.17             $ 0.29          
Diluted Weighted Average Number of Shares
                               
Class P Shares
    707.0               707.0          
Class A Shares
    596.1               596.2          
Dividends Per Common Share Declared
  $ 0.30             $ 0.44          

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

 
3

 

KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share and Per Share Amounts)

   
June 30,
2011
   
December 31,
2010
 
   
(Unaudited)
       
ASSETS
           
Current assets
           
Cash and cash equivalents – KMI
  $ 1.8     $ 373.3  
Cash and cash equivalents – KMP
    352.6       129.1  
Restricted deposits
    46.6       90.5  
Accounts, notes and interest receivable, net
    919.2       971.4  
Inventories
    80.8       92.0  
Gas in underground storage
    68.9       2.2  
Fair value of derivative contracts
    39.8       24.0  
Other current assets
    122.9       104.4  
Total current assets
    1,632.6       1,786.9  
                 
Property, plant and equipment, net
    17,227.5       17,070.7  
Investments
    4,311.7       4,291.1  
Notes receivable
    122.2       115.0  
Goodwill
    4,828.1       4,830.9  
Other intangibles, net
    340.8       339.2  
Fair value of derivative contracts
    340.9       301.7  
Deferred charges and other assets
    166.1       172.6  
Total Assets
  $ 28,969.9     $ 28,908.1  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities
               
Current portion of debt – KMI
  $ 398.7     $ 750.9  
Current portion of debt – KMP
    991.3       1,262.4  
Cash book overdrafts
    20.4       34.3  
Accounts payable
    663.7       647.5  
Accrued interest
    318.2       310.4  
Accrued taxes
    75.8       44.7  
Deferred revenues
    96.4       96.7  
Fair value of derivative contracts
    209.1       281.5  
Accrued other current liabilities
    257.0       215.7  
Total current liabilities
    3,030.6       3,644.1  
                 
Long-term liabilities and deferred credits
               
Long-term debt
               
Outstanding – KMI
    2,780.2       2,779.2  
Outstanding – KMP
    10,415.6       10,277.4  
Preferred interest in general partner of KMP
    100.0       100.0  
Value of interest rate swaps
    704.9       656.3  
Total long-term debt
    14,000.7       13,812.9  
Deferred income taxes
    2,143.8       2,092.7  
Fair value of derivative contracts
    184.5       172.2  
Other long-term liabilities and deferred credits
    806.9       647.2  
Total long-term liabilities and deferred credits
    17,135.9       16,725.0  
                 
Total Liabilities
    20,166.5       20,369.1  
                 
Commitments and contingencies (Notes 4 and 11)
               
Stockholders’ Equity
               
Class P shares, $0.01 par value, 2,000,000,000 shares authorized, 110,897,328 shares issued and outstanding
    1.1       -  
Class A shares, $0.01 par value, 707,000,000 shares authorized, 596,102,672 shares issued and outstanding
    6.0       -  
Class B shares, $0.01 par value, 100,000,000 shares authorized, 100,000,000 shares issued and outstanding
    1.0       -  
Class C shares, $0.01 par value, 2,462,927 shares authorized, 2,462,927 shares issued and outstanding
    -       -  
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none outstanding
    -       -  
Additional paid-in capital
    3,416.0       -  
Retained earnings
    117.5       -  
Members’ capital (Note 5)
    -       3,575.6  
Accumulated other comprehensive loss
    (113.8 )     (136.5 )
Total Kinder Morgan, Inc.’s stockholders’ equity
    3,427.8       3,439.1  
Noncontrolling interests
    5,375.6       5,099.9  
Total Stockholders’ Equity
    8,803.4       8,539.0  
Total Liabilities and Stockholders’ Equity
  $ 28,969.9     $ 28,908.1  

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

 
4

 

KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)

   
Six Months Ended June 30,
 
   
2011
   
2010
 
Cash Flows From Operating Activities
           
Net Income
  $ 282.7     $ 80.4  
Adjustments to reconcile net income to net cash provided by operating activities
               
Loss from discontinued operations, net of tax
    0.1       0.2  
Depreciation, depletion and amortization
    519.8       552.0  
Deferred income taxes
    23.8       (199.0 )
Amortization of excess cost of equity investments
    3.1       2.9  
(Earnings) loss from equity investments
    (143.7 )     313.3  
Distributions from equity investments
    135.7       101.9  
Changes in components of working capital
               
Accounts receivable
    55.9       67.0  
Inventories
    12.1       (29.7 )
Other current assets
    (79.5 )     (19.5 )
Accounts payable
    9.8       (39.7 )
Accrued interest
    7.7       10.3  
Accrued taxes
    10.3       21.5  
Accrued liabilities
    3.0       (42.4 )
Rate reparations, refunds and other litigation reserve adjustments
    102.0       (48.3 )
Other, net
    25.2       (35.3 )
Cash Flows Provided By Continuing Operations
    968.0       735.6  
Net Cash Flows Used in Discontinued Operations
    (0.3 )     (0.3 )
Net Cash Provided by Operating Activities
    967.7       735.3  
                 
Cash Flows From Investing Activities
               
Acquisitions of investments
    (65.9 )     (929.7 )
Acquisitions of assets
    (44.1 )     (218.1 )
Capital expenditures
    (539.6 )     (458.7 )
Deconsolidation of variable interest entity
    -       (17.5 )
Sale or casualty of property, plant and equipment, and other net assets net of removal costs
    16.6       22.5  
Net proceeds from (investments in) margin and restricted deposits
    42.7       (9.2 )
Contributions to investments
    (60.1 )     (181.4 )
Distributions from equity investments in excess of cumulative earnings
    131.1       109.9  
Other, net
    0.1       -  
Net Cash Used in Investing Activities
    (519.2 )     (1,682.2 )
                 
Cash Flows From Financing Activities
               
Issuance of debt – KMI
    1,461.1       571.0  
Payment of debt  – KMI
    (1,814.6 )     (599.3 )
Issuance of debt – KMP
    3,514.6       4,709.5  
Payment of debt  – KMP
    (3,641.3 )     (3,443.0 )
Repayments from related party
    1.4       1.3  
Debt issue costs
    (9.1 )     (22.9 )
(Decrease) increase in cash book overdrafts
    (13.8 )     7.3  
Cash dividends
    (344.8 )     (325.0 )
Contributions from noncontrolling interests
    709.4       433.2  
Distributions to noncontrolling interests
    (461.7 )     (405.3 )
Other, net
    (0.7 )     -  
Net Cash (Used in) Provided by Financing Activities
    (599.5 )     926.8  
                 
Effect of Exchange Rate Changes on Cash and Cash Equivalents
    3.0       (0.8 )
                 
Net decrease in Cash and Cash Equivalents
    (148.0 )     (20.9 )
Cash and Cash Equivalents, beginning of period
    502.4       165.6  
Cash and Cash Equivalents, end of period
  $ 354.4     $ 144.7  
                 
Noncash Investing and Financing Activities
               
Assets acquired by the assumption or incurrence of liabilities
  $ 9.7     $ 8.1  
Assets acquired by contributions from noncontrolling interests
  $ 23.7     $ 81.7  
Contribution of net assets to investments
  $ 7.9     $ -  
Sale of investment ownership interest in exchange for note
  $ 4.1     $ -  
Supplemental Disclosures of Cash Flow Information
               
Cash paid during the period for interest (net of capitalized interest)
  $ 339.7     $ 302.0  
Net cash paid during the period for income taxes
  $ 161.2     $ 137.8  

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

 
5

 
Kinder Morgan, Inc. Form 10-Q

KINDER MORGAN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.  General
 
Organization
 
On February 10, 2011, we converted from a Delaware limited liability company to a Delaware corporation and we changed our name from Kinder Morgan Holdco LLC to Kinder Morgan, Inc. Our subsidiary formerly known as Kinder Morgan, Inc. was renamed Kinder Morgan Kansas, Inc., and is referred to in these financial statements for all periods as Kinder Morgan Kansas, Inc. On February 16, 2011, we completed the initial public offering of our common stock (the offering). All of the common stock that was sold in the offering was sold by our existing investors consisting of funds advised by or affiliated with Goldman Sachs & Co., Highstar Capital LP, The Carlyle Group and Riverstone Holdings LLC. No members of management sold shares in the offering and we did not receive any proceeds from the offering. Our common stock trades on the New York Stock Exchange under the symbol “KMI.” For additional information on the offering, see Note 5 “Stockholders’ Equity—Initial Public Offering.”
 
We own the general partner and approximately 11% of the limited partner interests of Kinder Morgan Energy Partners, L.P., referred to in this report as KMP. KMP is a publicly traded pipeline limited partnership whose limited partner units are traded on the New York Stock Exchange under the ticker symbol “KMP.”  Primarily through KMP, we operate or own an interest in approximately 38,000 miles of pipelines and approximately 180 terminals. These pipelines transport natural gas, gasoline, crude oil, carbon dioxide and other products, and these terminals store petroleum products, chemicals and handle bulk materials such as coal and petroleum coke. Unless the context requires otherwise, references to “we,” “us,” “our,” “KMI,” or the “Company” are intended to mean Kinder Morgan, Inc. and our consolidated subsidiaries including Kinder Morgan Kansas, Inc. and KMP.
 
Kinder Morgan Management, LLC, referred to in this report as “KMR,” is a publicly traded Delaware limited liability company. Kinder Morgan G.P., Inc., the general partner of KMP and a wholly owned subsidiary of ours, owns all of KMR’s voting shares. KMR, pursuant to a delegation of control agreement, has been delegated, to the fullest extent permitted under Delaware law and KMP’s partnership agreement, all of Kinder Morgan G.P., Inc.’s power and authority to manage and control the business and affairs of KMP, subject to Kinder Morgan G.P., Inc.’s right to approve certain transactions.
 
On May 30, 2007, we acquired Kinder Morgan Kansas, Inc. through a wholly owned subsidiary. See Note 2 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010 (2010 Form 10-K). This transaction is referred to in this report as “the Going Private transaction.” Effective with the closing of the Going Private transaction, all of our assets and liabilities were recorded at their estimated fair market values based on an allocation of the aggregate purchase price paid in the Going Private transaction.
 
Basis of Presentation
 
We have prepared our accompanying unaudited consolidated financial statements under the rules and regulations of the United States Securities and Exchange Commission. These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s Accounting Standards Codification, the single source of generally accepted accounting principles in the United States of America and referred to in this report as the Codification. Under such rules and regulations, we have condensed or omitted certain information and notes normally included in financial statements prepared in conformity with the Codification. We believe, however, that our disclosures are adequate to make the information presented not misleading.
 
In addition, our consolidated financial statements reflect normal adjustments, and also recurring adjustments that are, in the opinion of our management, necessary for a fair statement of our financial results for the interim periods, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2010 Form 10-K.
 
Our accounting records are maintained in United States dollars, and all references to dollars are United States dollars, except where stated otherwise. Canadian dollars are designated as C$. Our consolidated financial statements include our accounts and those of our majority-owned subsidiaries as well as the accounts of KMP and KMR. Investments in jointly owned operations in which we hold a 50% or less interest (other than KMP and KMR, because we have the ability to exercise significant control over their operating and financial policies) are accounted for under the equity method. All
 

 
6

 
Kinder Morgan, Inc. Form 10-Q

significant intercompany transactions and balances have been eliminated.
 
Notwithstanding the consolidation of KMP and its subsidiaries into our financial statements, we are not liable for, and our assets are not available to satisfy, the obligations of KMP and/or its subsidiaries and vice versa, except as discussed in the following paragraph. Responsibility for payments of obligations reflected in our or KMP’s financial statements is a legal determination based on the entity that incurs the liability.
 
In conjunction with KMP’s acquisition of certain natural gas pipelines from us, we agreed to indemnify KMP with respect to approximately $733.5 million of its debt. We would be obligated to perform under this indemnity only if KMP’s assets were unable to satisfy its obligations.
 
Earnings per Share
 
Earnings per share is calculated using the two-class method. Earnings are allocated to each class of common stock based on the amount of dividends declared in the current period for each class of stock plus an allocation of the undistributed earnings to the extent that each security shares in earnings. For the investor retained stock the allocation of undistributed earnings is in direct proportion to the maximum number of Class P shares into which it can convert.
 
For the Class P diluted per share computations, total net income attributable to Kinder Morgan, Inc.  is divided by the adjusted weighted average shares outstanding during the period, including all dilutive potential shares. This includes the Class P shares into which the investor retained stock is convertible. Investor retained stock is convertible into 596,102,672 Class P shares.  Thus, the number of Class P shares on a fully-converted basis is the same before and after any conversion of our investor retained stock. Each time one Class P share is issued upon conversion of investor retained stock, the number of Class P shares goes up by one, and the number of Class P shares into which the investor retained stock is convertible goes down by one. Accordingly, there is no difference between Class P basic and diluted earnings per share because the conversion of Class A, Class B, and Class C shares into Class P shares does not impact the number of Class P shares on a fully-converted basis. As no securities are convertible into Class A shares, the basic and diluted earnings per share computations for Class A shares are the same.
 
The following tables set forth the computation of basic and diluted earnings per share for the three months ended June 30, 2011 and the period February 11, 2011 (the date of our initial public offering) through June 30, 2011 (in millions, except per share amounts):
 
   
Three Months Ended June 30, 2011
 
   
Net Income Available to Shareholders
 
   
Class P
   
Class A
   
Participating
Securities (a)
   
Total
 
Net income attributable to KMI for the three months ended June 30, 2011
                    $ 132.1  
Dividends declared during period
  $ 15.5     $ 71.0     $ 12.5       (99.0 )
Remaining undistributed earnings
    5.2       27.9       -     $ 33.1  
                                 
Total net income attributable to shareholders
  $ 20.7     $ 98.9     $ 12.5     $ 132.1  
                                 
Basic Earnings Per Share
                               
                                 
Basic Weighted Average Number of Shares Outstanding
    110.9       596.1       N/A          
                                 
Basic Earnings per Common Share(b)
  $ 0.19     $ 0.17       N/A          
                                 
Diluted Earnings Per Share
                               
                                 
Total net income attributable to shareholders and assumed conversions(c)
  $ 132.1     $ 98.9       N/A          
                                 
Diluted Weighted Average Number of Shares
    707.0       596.1       N/A          
                                 
Diluted Earnings per Common Share(b)
  $ 0.19     $ 0.17       N/A          


 
7

 
Kinder Morgan, Inc. Form 10-Q


   
February 11, 2011 through June 30, 2011
 
   
Net Income Available to Shareholders
 
   
Class P
   
Class A
   
Participating
Securities (a)
   
Total
 
Net income attributable to KMI for the six months ended June 30, 2011
                    $ 287.1  
Less: net income attributable to KMI members prior to incorporation
                      (70.6 )
Net income attributable to shareholders
                      216.5  
Dividends declared during period
  $ 15.5     $ 71.0     $ 12.5       (99.0 )
Remaining undistributed earnings
    18.5       99.0       -     $ 117.5  
                                 
Total net income attributable to shareholders
  $ 34.0     $ 170.0     $ 12.5     $ 216.5  
                                 
Basic Earnings Per Share
                               
                                 
Basic Weighted Average Number of Shares Outstanding(d)
    110.8       596.2       N/A          
                                 
Basic Earnings per Common Share(b)
  $ 0.31     $ 0.29       N/A          
                                 
Diluted Earnings per Share
                               
                                 
Total net Income attributable to shareholders and assumed conversions(c)
  $ 216.5     $ 170.0       N/A          
                                 
Diluted Weighted Average Number of Shares(d)
    707.0       596.2       N/A          
                                 
Diluted Earnings per Common Share(b)
  $ 0.31     $ 0.29       N/A          
____________
(a)
Participating securities include Class B shares, Class C shares, and unvested restricted stock awards that contain non-forfeitable rights to dividends.
  
(b)
The Class A shares earnings per share as compared to the Class P shares earnings per share has been reduced due to the sharing of economic benefits (including dividends) amongst the Class A, B, and C shares.  Class A, B and C shares are owned by Richard Kinder, the Sponsor Investors, the Original Shareholders, and Other Management, are referred to as “investor retained stock,” and are convertible into a fixed number of Class P shares. In the aggregate, our investor retained stock is entitled to receive a dividend per share on a full converted basis equal to the dividend per share on our common stock.  The conversion of shares of investor retained stock into Class P shares will not increase our total fully-converted shares outstanding, impact the aggregate dividends we pay or the dividends we pay per share on our Class P common stock.
  
(c)
For the diluted earnings per share calculation, total net income attributable to each class of common stock is divided by the adjusted weighted average shares outstanding during the period, including all dilutive potential shares.
  
(d)
The weighted average shares outstanding calculation is based on the actual days in which the shares were outstanding for the period from February 11, 2011 to June 30, 2011.

 
2.  Investments, Acquisitions and Divestitures
 
Investments
 
NGPL PipeCo LLC Investment Impairment Charge
 
On November 19, 2009, the Federal Energy Regulatory Commission (FERC) initiated an investigation, pursuant to Section 5 of the Natural Gas Act, into the justness and reasonableness of the transportation and storage rates as well as the fuel and natural gas lost percentages of NGPL PipeCo LLC’s subsidiary, Natural Gas Pipeline Company of America LLC, referred to as “NGPL.”  NGPL reached a settlement in principal with the FERC on April 22, 2010. On June 11, 2010, NGPL filed an offer of settlement, which was approved without modification by the FERC on July 29, 2010. The order approving the settlement has become final and nonappealable. The settlement resolved all issues in the proceeding. The settlement provided that NGPL reduce its fuel and gas lost and unaccounted for, (GL&U), retention factors as of July 1, 2010. The settlement further provided a timeline for additional prospective fuel and GL&U reductions and prospective reductions in the maximum recourse reservation rates that it bills firm transportation and storage shippers.
 

 
8

 
Kinder Morgan, Inc. Form 10-Q

The events discussed above caused us to reconsider the carrying value of our investment in NGPL PipeCo LLC as of March 31, 2010. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The fair value represents the price that would be received to sell the investment in an orderly transaction between market participants. We determined the fair value of our investment in NGPL PipeCo LLC by taking the total fair value of NGPL PipeCo LLC (calculated as discussed below) deducting the fair value of the joint venture debt and multiplying by our 20% ownership interest. We calculated the total fair value of NGPL PipeCo LLC from the present value of the expected future after-tax cash flows of the reporting unit, inclusive of a terminal value, which implies a market multiple of approximately 9.5 times EBITDA (earnings before interest, income taxes, depreciation and amortization) discounted at a rate of 7.4%. The result of our analysis showed that the fair value of our investment in NGPL PipeCo LLC was less than our carrying value. For the six months ended June 30, 2010, we recognized a $430.0 million, pre-tax, non-cash impairment charge included in the caption “Earnings (loss) from equity investments” in our accompanying consolidated statement of income.
 
Acquisitions
 
Watco Companies, LLC
 
On January 3, 2011, KMP purchased 50,000 Class A preferred shares of Watco Companies, LLC for $50.0 million in cash in a private transaction. In connection with its purchase of these preferred shares, the most senior equity security of Watco, KMP entered into a limited liability company agreement with Watco that provides KMP certain priority and participating cash distribution and liquidation rights. Pursuant to the agreement, KMP receives priority, cumulative cash distributions from the preferred shares at a rate of 3.25% per quarter, and it participates partially in additional profit distributions at a rate equal to 0.5%. The preferred shares have no conversion features and hold no voting powers, but do provide KMP certain approval rights, including the right to appoint one of the members to Watco’s Board of Managers. As of December 31, 2010, KMP placed its $50.0 million investment in a cash escrow account and this balance was included within “Restricted Deposits” on our accompanying consolidated balance sheet. As of June 30, 2011, KMP’s net equity investment in Watco totaled $51.6 million and is included within “Investments” on our accompanying consolidated balance sheet. We account for this investment under the equity method of accounting, and we include it in the Terminals–KMP business segment.
 
Watco Companies, LLC is a privately owned, Pittsburg, Kansas based transportation company that was formed in 1983. It is the largest privately held short line railroad company in the United States, operating 22 short line railroads on approximately 3,500 miles of leased and owned track. It also operates transload/intermodal and mechanical services divisions. KMP’s investment provides capital to Watco for further expansion of specific projects, complements KMP’s existing terminal network, provides its customers more transportation services for many of the commodities that it currently handles, and offers it the opportunity to share in additional growth opportunities through new projects.
 
Deeprock North, LLC
 
On February 17, 2011, Deeprock Energy Resources, LLC, Mecuria Energy Trading, Inc., and KMP’s subsidiary Kinder Morgan Cushing LLC entered into formal agreements for a crude oil storage joint venture located in Cushing, Oklahoma. On this date, KMP contributed $15.9 million for a 50% ownership interest in an existing crude oil tank farm that has storage capacity of one million barrels, and it expects to invest an additional $8.8 million for the construction of three new storage tanks that will provide incremental storage capacity of 750,000 barrels. The new tanks are expected to be placed in service during the fourth quarter of 2011. The joint venture is named Deeprock North, LLC. Deeprock Energy owns a 12.02% member interest in Deeprock North, LLC and will remain construction manager and operator of the joint venture. Mecuria owns the remaining 37.98% member interest and will remain the anchor tenant for the joint venture’s crude oil capacity for the next five years with an option to extend. In addition, KMP entered into a development agreement with Deeprock Energy that gives it an option to participate in future expansions on Deeprock’s remaining 254 acres of undeveloped land.
 
We account for this investment under the equity method of accounting, and this investment and KMP’s pro rata share of Deeprock North LLC’s operating results are included as part of the Terminals–KMP business segment. As of June 30, 2011, KMP’s net equity investment in Deeprock North, LLC totaled $20.6 million and is included within “Investments” on our accompanying consolidated balance sheet.
 
TGS Development, L.P. Terminal Acquisition
 
On June 10, 2011, KMP acquired a newly constructed petroleum coke terminal located in Port Arthur, Texas from TGS Development, L.P. (TGSD) for an aggregate consideration of $74.1 million, consisting of $42.9 million in cash,
 

 
9

 
Kinder Morgan, Inc. Form 10-Q

$23.7 million in common units, and an obligation to pay additional consideration of $7.5 million. KMP estimates the remaining $7.5 million obligation will be paid to TGSD approximately one year from the closing (in May or June 2012), and will be settled in a combination of cash and common units, depending on TGSD’s election.
 
All of the acquired assets are located in Port Arthur, Texas, and include long-term contracts to provide petroleum coke handling and cutting services to improve the refining of heavy crude oil at Total Petrochemicals USA Inc.’s recently expanded Port Arthur refinery. The refinery is expected to produce more than one million tons of petroleum coke annually. Based on the measurement of fair values for all of the identifiable tangible and intangible assets acquired, we preliminarily assigned $42.6 million of the combined purchase price to “Property, plant and equipment, net,” and the remaining $31.5 million to “Other Intangibles, net,” representing the combined fair values of two separate intangible customer contracts with Total. The acquisition complements KMP’s existing Gulf Coast bulk terminal facilities and expands its pre-existing petroleum coke handling operations. All of the acquired assets are included as part of the Terminals-KMP business segment.
 
Pro Forma Information
 
Pro forma consolidated income statement information that gives effect to all of the acquisitions we have made and all of the joint ventures we have entered into since January 1, 2010 as if they had occurred as of January 1, 2010 is not presented because it would not be materially different from the information presented in our accompanying consolidated statements of income.
 
Acquisitions Subsequent to June 30, 2011
 
Effective July 1, 2011, KMP acquired from Petrohawk Energy Corporation both the remaining 50% equity ownership interest in KinderHawk Field Services LLC that it did not already own and a 25% equity ownership interest in Petrohawk’s natural gas gathering and treating business located in the Eagle Ford shale formation in South Texas for an aggregate consideration of $911.9 million, consisting of $834.9 million in cash (consisting of $836.2 million in cash paid, offset by $1.3 million in cash acquired) and assumed debt of $77.0 million. KMP then repaid the outstanding $154.0 million of borrowings under KinderHawk’s bank credit facility, and following this repayment, KinderHawk had no outstanding debt.
 
KinderHawk Field Services LLC owns and operates the largest natural gas gathering and midstream business in the Haynesville shale formation located in northwest Louisiana, consisting of more than 400 miles of pipeline with over 2.0 billion cubic feet per day of pipeline capacity. Currently, it gathers approximately 1.0 billion cubic feet of natural gas per day; however, it is expected to gather approximately 1.2 billion cubic feet per day by the end of 2011. KMP operates KinderHawk Field Services LLC, and acquired its original 50% ownership interest in KinderHawk Field Services LLC on May 21, 2010.
 
Following the acquisition of the remaining ownership interest on July 1, 2011, KMP made the change in accounting for its investment from the equity method to full consolidation. In the third quarter of 2011, KMP will measure the identifiable tangible and intangible assets and liabilities assumed at fair value on the acquisition date and, based on its expected measurement of fair values and the consideration transferred to Petrohawk for its remaining 50% ownership interest (discussed above), KMP expects to recognize an approximate $170 million non-cash loss related to the remeasurement of the previously held 50% equity interest in KinderHawk to fair value.
 
The Eagle Ford natural gas gathering joint venture is named EagleHawk Field Services LLC, and we will account for KMP’s 25% investment under the equity method of accounting. Petrohawk will operate EagleHawk Field Services LLC and will own the remaining 75% ownership interest. The joint venture will own two midstream gathering systems in and around Petrohawk’s Hawkville and Black Hawk areas of Eagle Ford and combined, the joint venture’s assets will consist of more than 280 miles of gas gathering pipelines and approximately 140 miles of condensate lines to be in service by the end of 2011. It will also have a life of lease dedication of Petrohawk’s Eagle Ford reserves that will provide Petrohawk and other Eagle Ford producers with gas and condensate gathering, treating and condensate stabilization services.
 
The acquisition of the remaining ownership interest in KinderHawk and the equity ownership interest in EagleHawk complements and expands KMP’s existing natural gas gathering operations, and all of the acquired assets will be included in the Natural Gas Pipelines-KMP business segment. Additionally, on July 14, 2011, mining and oil company BHP Billiton and Petrohawk Energy Corporation announced that the companies have entered into a definitive agreement for BHP Billiton to acquire Petrohawk by means of an all-cash tender offer for all of the issued and outstanding shares of Petrohawk.  If the transaction closes, the terms of KMP’s contracts with Petrohawk would not be affected.
 

 
10

 
Kinder Morgan, Inc. Form 10-Q

Divestitures
 
Megafleet Towing Co., Inc. Assets
 
On February 9, 2011, KMP sold a marine vessel to Kirby Inland Marine, L.P., and additionally, KMP and Kirby formed a joint venture named Greens Bayou Fleeting, LLC. Pursuant to the joint venture agreement, KMP sold its ownership interest in the boat fleeting business it acquired from Megafleet Towing Co., Inc. in April 2009 to the joint venture for $4.1 million in cash and a 49% ownership interest in the joint venture. Kirby then made cash contributions to the joint venture in exchange for the remaining 51% ownership interest. Related to the above transactions, we recorded a loss of $5.5 million ($4.1 million after tax) in the fourth quarter of 2010 to write down the carrying value of the net assets to be sold to their estimated fair values as of December 31, 2010.
 
In the first quarter of 2011, after final reconciliation and measurement of all of the net assets sold, we recognized a combined $2.2 million increase in income from the sale of these net assets, primarily consisting of a $1.9 million reduction in income tax expense, which is included within the caption “Income Tax (Expense) Benefit” in the accompanying consolidated statement of income for the six months ended June 30, 2011. Additionally, the sale of KMP’s ownership interest resulted in a $10.6 million non-cash reduction in goodwill (see Note 3), and was a transaction with a related party (see Note 9). Information about KMP’s acquisition of assets from Megafleet Towing Co., Inc. is described more fully in Note 3 to our consolidated financial statements included in our 2010 Form 10-K.
 
River Consulting, LLC and Devco USA L.L.C.
 
Effective April 1, 2011, KMP sold 51% ownership interests in two separate wholly-owned subsidiaries to two separate buyers, for an aggregate consideration of $8.1 million, consisting of a $4.1 million note receivable, $1.0 million in cash and a $3.0 million receivable for the settlement of working capital items. Following the sale, KMP continues to own 49% membership interests in both River Consulting LLC, a company engaged in the business of providing engineering, consulting and management services, and Devco USA L.L.C., a company engaged in the business of processing, handling and marketing sulfur, and selling related pouring equipment. At the time of the sale, the combined carrying value of the net assets (and members’ capital on a 100% basis) of both entities totaled approximately $8.8 million and consisted mostly of technology-based assets and trade receivables. We now account for these retained investments under the equity method of accounting.
 
In the second quarter of 2011, we recognized a $3.6 million pre-tax gain from the sale of these ownership interests (including a $2.1 million gain related to the remeasurement of the retained investment to fair value) and included this gain within the caption “Other, net” in our accompanying consolidated statements of income for the three and six months ended June 30, 2011. We also recognized a $1.4 million increase in income tax expense related to this gain, which is included within the caption “Income Tax (Expense) Benefit” in our accompanying consolidated statement of income for the six months ended June 30, 2011.
 
3.  Intangibles
 
Goodwill
 
We evaluate goodwill for impairment on May 31 of each year. For this purpose, we have six reporting units as follows: (i) Products Pipelines–KMP (excluding associated terminals); (ii) Products Pipelines Terminals–KMP (evaluated separately from Products Pipelines–KMP for goodwill purposes, but combined with Products Pipelines–KMP for presentation in the table below); (iii) Natural Gas Pipelines–KMP; (iv) CO2–KMP; (v) Terminals–KMP; and (vi) Kinder Morgan Canada–KMP. There were no impairment charges resulting from our May 31, 2011 impairment testing, and no event indicating an impairment has occurred previous or subsequent to that date.
 
The fair value of each reporting unit was determined from the present value of the expected future cash flows from the applicable reporting unit (inclusive of a terminal value calculated using market multiples between six and ten times cash flows) discounted at a rate of 8.0%. The value of each reporting unit was determined on a stand-alone basis from the perspective of a market participant and represented the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.
 
Changes in the gross amounts of our goodwill and accumulated impairment losses for the six months ended June 30, 2011 are summarized as follows (in millions):
 

 
11

 
Kinder Morgan, Inc. Form 10-Q


 
   
Products
Pipelines–
KMP
   
Natural Gas
Pipelines–
KMP
   
CO2–KMP
   
Terminals–
KMP
   
Kinder
Morgan
Canada–
KMP
   
Total
 
Historical Goodwill
  $ 2,116.5     $ 3,488.0     $ 1,521.7     $ 1,488.6     $ 626.5     $ 9,241.3  
Accumulated impairment losses.
    (1,266.5 )     (2,090.2 )     -       (676.6 )     (377.1 )     (4,410.4 )
Balance as of December 31, 2010
    850.0       1,397.8       1,521.7       812.0       249.4       4,830.9  
Acquisitions
    -       -       -       -       -       -  
Disposals(a)
    -       -       -       (10.6 )     -       (10.6 )
Currency translation adjustments
    -       -       -       -       7.8       7.8  
Balance as of June 30, 2011
  $ 850.0     $ 1,397.8     $ 1,521.7     $ 801.4     $ 257.2     $ 4,828.1  
__________
(a)
 2011 disposal related to the sale of KMP’s ownership interest in the boat fleeting business it acquired from Megafleet Towing Co., Inc. in April 2009 (discussed further in Note 2.)

In addition, we identify any premium or excess cost we pay over our proportionate share of the underlying fair value of net assets acquired and accounted for as investments under the equity method of accounting. This premium or excess cost is referred to as equity method goodwill and is also not subject to amortization but rather to impairment testing. For all investments we own containing equity method goodwill, no event or change in circumstances that may have a significant adverse effect on the fair value of our equity investments has occurred during the first six months of 2011. As of June 30, 2011 and December 31, 2010, we reported $286.9 million and $283.0 million, respectively, in equity method goodwill within the caption “Investments” in our accompanying consolidated balance sheets.
 
Other Intangibles
 
Excluding goodwill, our other intangible assets include customer relationships, contracts and agreements, technology-based assets, and lease value. These intangible assets have definite lives and are reported separately as “Other intangibles, net” in our accompanying consolidated balance sheets. Following is information related to our intangible assets subject to amortization (in millions):
 
   
June 30,
2011
   
December 31,
2010
 
Customer relationships, contracts and agreements
           
Gross carrying amount
  $ 455.2     $ 424.7  
Accumulated amortization
    (121.3 )     (99.9 )
Net carrying amount
    333.9       324.8  
                 
Technology-based assets, lease value and other
               
Gross carrying amount
    9.0       16.3  
Accumulated amortization
    (2.1 )     (1.9 )
Net carrying amount
    6.9       14.4  
                 
Total other intangibles, net
  $ 340.8     $ 339.2  

The increase in the carrying amount of the customer relationships, contacts and agreements since December 31, 2010 was mainly due to the acquisition of intangibles included in KMP’s June 2011 purchase of terminal assets from TGS Development, L.P., discussed in Note 2.
 
We amortize the costs of our intangible assets to expense in a systematic and rational manner over their estimated useful lives. Among the factors we weigh, depending on the nature of the asset, are the effects of obsolescence, new technology, and competition. For the three months ended June 30, 2011 and 2010, the amortization expense on our intangibles totaled $10.7 million and $12.1 million, respectively. For the six months ended June 30, 2011 and 2010, the amortization expense on our intangibles totaled $21.6 million and $24.5 million, respectively. As of June 30, 2011, the weighted average amortization period for our intangible assets was approximately 13.1 years, and our estimated amortization expense for these assets for each of the next five fiscal years (2012 – 2016) is approximately $37.4 million, $33.5 million, $30.4 million, $27.6 million and $24.7 million, respectively.
 
4.  Debt
 
We classify our debt based on the contractual maturity dates of the underlying debt instruments. We defer costs associated with debt issuance over the applicable term. These costs are then amortized as interest expense in our
 
 
 
 

 
12

 
Kinder Morgan, Inc. Form 10-Q

consolidated statements of income.
 
KMI’s debt balances included in our accompanying consolidated balance sheets (including both short-term and long-term amounts, the preferred interest in the general partner of KMP and purchase accounting adjustments on the carrying value of KMI’s debt and KMP’s debt, but excluding the value of interest rate swap agreements) as of June 30, 2011 and December 31, 2010 was $3,278.9 million and $3,630.1 million (including the $750.0 million of 5.35% Kinder Morgan Finance Company LLC’s senior notes paid on January 5, 2011), respectively. These balances included net unamortized purchase accounting adjustments, decreasing the debt balances by $35.3 million and $37.5 million at June 30, 2011 and December 31, 2010, respectively. The weighted average interest rate on all of KMI and its subsidiaries’ borrowings (both short-term and long-term but excluding KMP and its subsidiaries) was approximately 4.94% during the second quarter of 2011 and 4.96% during the second quarter of 2010. For the first six months of 2011 and 2010, the weighted average rate on all of KMI’s borrowings was approximately 4.93% and 4.95%, respectively. KMP’s debt balances included in our accompanying consolidated balance sheets (including both short-term and long-term amounts and excluding the value of interest rate swap agreements) as of June 30, 2011 and December 31, 2010 was $11,406.9 million and $11,539.8 million, respectively. The weighted average interest rate on all of KMP’s and its subsidiaries’ borrowings (both short-term and long-term) was approximately 4.29% during the second quarter of 2011 and approximately 4.33% during the second quarter of 2010. For the first six months of 2011 and 2010, the weighted average interest rate on all of KMP’s borrowings was approximately 4.36% and 4.33%, respectively.
 
As of June 30, 2011, KMI’s short-term debt was $398.7 million, which consisted of (i) $396.5 million of borrowings under KMI’s credit facility and (ii) a $2.2 million current portion of purchase accounting adjustments on our carrying value of KMP’s debt. As of June 30, 2011, KMP’s short-term debt balance included in our accompanying consolidated balance sheets was $991.3 million, which consisted of (i) $500.0 million in principal amount of KMP’s 9.00% senior notes due February 1, 2019, that may be repurchased by KMP at the option of the holder on February 1, 2012 pursuant to certain repurchase provisions contained in the bond indenture; (ii) $450.0 million in principal amount of KMP’s 7.125% senior notes due March 15, 2012 (including discount, KMP’s carrying amount of the notes was $449.9 million as of June 30, 2011); (iii) $23.7 million in principal amount of tax-exempt bonds that mature on April 1, 2024, that are due on demand pursuant to certain standby purchase agreement provisions contained in the bond indenture (KMP’s subsidiary Kinder Morgan Operating L.P. “B” is the obligor on the bonds); (iv) a $9.6 million portion of a 5.40% long-term note payable (KMP’s subsidiaries Kinder Morgan Operating L.P. “A” and Kinder Morgan Canada Company are the obligors on the note); (v) a $7.4 million portion of 5.23% long-term senior notes (KMP’s subsidiary Kinder Morgan Texas Pipeline, L.P. is the obligor on the notes); and (vi) a $0.7 million portion of 6.00% long-term note payable (KMP’s subsidiary Kinder Morgan Arrow Terminals, L.P. is the obligor on the note).
 
Credit Facilities
 
   
June 30, 2011
 
December 31, 2010
   
Short-term
notes
payable
 
Weighted
average
interest rate
 
Short-term
notes
payable
 
Weighted
average
interest rate
   
(Dollars in millions)
KMI – Secured debt(a)
  $ 396.5       1.43 %   $ -       -  
KMP – Commercial paper(b)
  $ -       -     $ 522.1       0.67 %
____________
(a)
The average short-term debt outstanding (and related weighted average interest rate) was $331.6 million (1.62%) and $367.5 million (1.58%) during the three and six months ended June 30, 2011.
  
(b)
The average short-term debt outstanding (and related weighted average interest rate) was $345.4 million (0.34%) and $397.6 million (0.44%) during the three and six months ended June 30, 2011.

As of June 30, 2011, the amount available for borrowing under the KMI $1.0 billion six-year senior secured credit facility was reduced by a combined amount of $437.1 million consisting of $396.5 million in borrowings under the credit facility and $40.6 million in four letters of credit required under provisions of our property and casualty, workers’ compensation and general liability insurance policies.
 
As of June 30, 2011, KMP’s $2.0 billion three-year, senior unsecured revolving credit facility had a maturity date of June 23, 2013 and could be amended to allow for borrowings of up to $2.3 billion. On July 1, 2011, KMP amended the credit facility to, among other things, increase the available borrowings and extend the maturity date (see “—Subsequent
 
Event” following). The credit facility is with a syndicate of financial institutions, and the facility permits KMP to obtain bids for fixed rate loans from members of the lending syndicate. Wells Fargo Bank, National Association is the
 

 
13

 
Kinder Morgan, Inc. Form 10-Q

administrative agent, and borrowings under the credit facility can be used for KMP’s general partnership purposes and as a backup for its commercial paper program. There were no borrowings under the credit facility as of June 30, 2011 or as of December 31, 2010.
 
As of June 30, 2011, the amount available for borrowing under KMP’s credit facility was reduced by an aggregate amount of $231.5 million, consisting of the following letters of credit: (i) a $100.0 million letter of credit that supports certain proceedings with the California Public Utilities Commission involving refined products tariff charges on the intrastate common carrier operations of KMP’s Pacific operations’ pipelines in the state of California; (ii) a combined $87.9 million in three letters of credit that support tax-exempt bonds; (iii) a $16.2 million letter of credit that supports debt securities issued by the Express pipeline system; (iv) a $10.7 million letter of credit that supports KMP’s indemnification obligations on the Series D note borrowings of Cortez Capital Corporation; and (v) a combined $16.7 million in other letters of credit supporting other obligations of KMP and its subsidiaries.
 
Subsequent Event
 
On July 1, 2011, KMP amended its $2.0 billion three-year, senior unsecured revolving credit facility to, among other things, (i) allow for borrowings of up to $2.2 billion; (ii) extend the maturity of the credit facility from June 23, 2013 to July 1, 2016; (iii) permit an amendment to allow for borrowings of up to $2.5 billion; and (iv) decrease the interest rates and commitment fees for borrowings under this facility.
 
KMP’s Commercial Paper Program
 
As of June 30, 2011, KMP’s commercial paper program provided for the issuance of $2.0 billion of commercial paper. In July 2011, in conjunction with the amendment to its revolving credit facility, KMP increased its commercial paper program to provide for the issuance of up to $2.2 billion of commercial paper. KMP’s unsecured revolving credit facility supports its commercial paper program, and borrowings under KMP’s commercial paper program reduce the borrowings allowed under its credit facility. The borrowings under KMP’s commercial paper program were used principally to finance the acquisitions and capital expansions it made during 2011 and 2010. In the near term, KMP expects that its short-term liquidity and financing needs will be met primarily through borrowings made under its commercial paper program.
 
Long-term Debt
 
Kinder Morgan Finance Company LLC
 
In January 2011, Kinder Morgan Finance Company LLC, a wholly owned subsidiary of KMI, retired the principal amount of its 5.35% senior notes that matured on January 5, 2011 using proceeds from the December 2010 issuance of $750 million in principal amount of 6.00% senior notes due January 15, 2018.
 
KMP - Senior Notes
 
On March 4, 2011, KMP completed a public offering of $1.1 billion in principal amount of senior notes in two separate series, consisting of $500 million of 3.500% notes due March 1, 2016, and $600 million of 6.375% notes due March 1, 2041. KMP received proceeds from the issuance of the notes, after deducting the underwriting discount of $1,092.7 million, and it used the proceeds to reduce the borrowings under its commercial paper program.
 
In addition, on March 15, 2011, KMP paid $700 million to retire the principal amount of its 6.75% senior notes that matured on that date. KMP used both cash on hand and borrowings under its commercial paper program to repay the maturing senior notes.
 
KMP’s Subsidiary Debt
 
Kinder Morgan Operating L.P. “A” Debt
 
Effective January 1, 2007, KMP acquired the remaining approximately 50.2% interest in the Cochin pipeline system that it did not already own. As part of the purchase price consideration, two of KMP’s subsidiaries issued a long-term note payable to the seller having a fair value of $42.3 million. KMP valued the debt equal to the present value of amounts to be paid, determined using an annual interest rate of 5.40%. KMP’s subsidiaries Kinder Morgan Operating L.P. “A” and Kinder Morgan Canada Company are the obligors on the note, and the principal amount of the note, along with interest, is due in five annual installments of $10.0 million beginning March 31, 2008. KMP paid the fourth installment on March 31, 2011, and as of June 30, 2011, the net present value of the note (representing the outstanding balance included as debt
 

 
14

 
Kinder Morgan, Inc. Form 10-Q

on our accompanying consolidated balance sheet) was $9.6 million. As of December 31, 2010, the net present value of the note was $19.2 million.
 
Kinder Morgan Texas Pipeline, L.P. Debt
 
KMP’s subsidiary, Kinder Morgan Texas Pipeline, L.P. is the obligor on a series of unsecured senior notes, which were assumed on August 1, 2005 when it acquired a natural gas storage facility located in Liberty County, Texas from a third party. The notes have a fixed annual stated interest rate of 8.85%; however, KMP valued the debt equal to the present value of amounts to be paid determined using an approximate interest rate of 5.23%. The assumed principal amount, along with interest, is due in monthly installments of approximately $0.7 million, and the final payment is due January 2, 2014. During the first six months of 2011, KMP paid a combined principal amount of $3.6 million, and as of June 30, 2011, Kinder Morgan Texas Pipeline L.P.’s outstanding balance under the senior notes was $20.0 million. Additionally, the unsecured senior notes may be prepaid at any time in amounts of at least $1.0 million and at a price equal to the higher of par value or the present value of the remaining scheduled payments of principal and interest on the portion being prepaid. As of December 31, 2010, the outstanding balance under the notes was $23.6 million.
 
Kinder Morgan Arrow Terminals, L.P. Debt
 
On April 4, 2011, KMP’s subsidiary Kinder Morgan Arrow Terminals, L.P. acquired a parcel of land and a terminal warehouse located in Industry, Pennsylvania from a third party for an aggregate consideration of $3.3 million, consisting of $1.2 million in cash and a $2.1 million promissory note payable. The note principal is payable in three annual payments beginning in March 2012. The note bears interest at 6% per annum, and accrued interest on the unpaid principal amount is due and payable on the due date of each principal installment.
 
Interest Rate Swaps
 
Information on interest rate swaps is contained in Note 6, “Risk Management – Interest Rate Risk Management.”
 
Contingent Debt
 
The following contingent debt disclosures pertain to certain types of guarantees or indemnifications KMP has made and cover certain types of guarantees included within debt agreements, even if the likelihood of requiring its performance under such guarantee is remote. Most of these agreements are with entities that are not consolidated in our financial statements; however, KMP has invested in and holds equity ownership interests in these entities.
 
As of June 30, 2011, KMP’s contingent debt obligations with respect to these investments, as well as its obligations with respect to related letters of credit, are summarized below (dollars in millions):
 
Entity
KMP’s
Ownership
Interest
Investment Type
 
Total Entity
Debt
 
KMP’s
Contingent
Share of
Entity Debt(a)
Fayetteville Express Pipeline LLC(b)
50%
Limited Liability
 
$
968.5
(c)
 
$
484.3
 
  
                   
Cortez Pipeline Company(d)
50%
General Partner
 
$
139.4
(e)
 
$
80.4
(f)
                     
Nassau County,
Florida Ocean Highway and Port Authority(g)
N/A
N/A
   
N/A
   
$
18.3
(h)
_________

(a)
Represents the portion of the entity’s debt that KMP may be responsible for if the entity cannot satisfy its obligations.
  
(b)
 
Fayetteville Express Pipeline LLC is a limited liability company and the owner of the Fayetteville Express natural gas pipeline system. The remaining limited liability company member interest in Fayetteville Express Pipeline LLC is owned by Energy Transfer Partners, L.P.
  
(c)
Amount represents borrowings under a $1.1 billion, unsecured revolving bank credit facility that is due May 11, 2012.
  
(d)
Cortez Pipeline Company is a Texas general partnership that owns and operates a common carrier carbon dioxide pipeline system. The remaining general partner interests are owned by ExxonMobil Cortez Pipeline, Inc., an indirect wholly-owned subsidiary of Exxon Mobil Corporation, and Cortez Vickers Pipeline Company, an indirect subsidiary of M.E. Zuckerman Energy Investors Incorporated.
  

 
15

 
Kinder Morgan, Inc. Form 10-Q


(e)
 
Amount consists of (i) $21.4 million aggregate principal amount of Series D notes due May 15, 2013 (interest on the Series D notes is paid annually and based on a fixed interest rate of 7.14% per annum); (ii) $100.0 million of variable rate Series E notes due December 11, 2012 (interest on the Series E notes is paid quarterly and based on an interest rate of three-month LIBOR plus a spread); and (iii) $18.0 million of outstanding borrowings under a $40.0 million committed revolving bank credit facility that is also due December 11, 2012.
  
(f)
 
KMP is severally liable for its percentage ownership share (50%) of the Cortez Pipeline Company debt ($69.7 million). In addition, as of June 30, 2011, Shell Oil Company shares KMP’s several guaranty obligations jointly and severally for $21.4 million of Cortez’s debt balance related to the Series D notes; however, KMP is obligated to indemnify Shell for the liabilities it incurs in connection with such guaranty. Accordingly, as of June 30, 2011, KMP has a letter of credit in the amount of $10.7 million issued by JP Morgan Chase, in order to secure its indemnification obligations to Shell for 50% of the Cortez debt balance of $21.4 million related to the Series D notes.
  
 
Further, pursuant to a Throughput and Deficiency Agreement, the partners of Cortez Pipeline Company are required to contribute capital to Cortez in the event of a cash deficiency. The agreement contractually supports the financings of Cortez Capital Corporation, a wholly-owned subsidiary of Cortez Pipeline Company, by obligating the partners of Cortez Pipeline to fund cash deficiencies at Cortez Pipeline, including anticipated deficiencies and cash deficiencies relating to the repayment of principal and interest on the debt of Cortez Capital Corporation. The partners’ respective parent or other companies further severally guarantee the obligations of the Cortez Pipeline owners under this agreement.
  
(g)
 
Arose from KMP’s Vopak terminal acquisition in July 2001. Nassau County, Florida Ocean Highway and Port Authority is a political subdivision of the state of Florida.
  
(h)
 
KMP has posted a letter of credit as security for borrowings under Adjustable Demand Revenue Bonds issued by the Nassau County, Florida Ocean Highway and Port Authority. The bonds were issued for the purpose of constructing certain port improvements located in Fernandino Beach, Nassau County, Florida. KMP’s subsidiary, Nassau Terminals LLC, is the operator of the marine port facilities. The bond indenture is for 30 years and allows the bonds to remain outstanding until December 1, 2020. Principal payments on the bonds are made on the first of December each year, and corresponding reductions are made to the letter of credit. As of June 30, 2011, this letter of credit had a face amount of $18.3 million. 

On February 25, 2011, Midcontinent Express Pipeline LLC entered into a three-year $75.0 million unsecured revolving bank credit facility that is due February 25, 2014. This credit facility replaced Midcontinent Express’ previous $175.4 million credit facility that was terminated on February 28, 2011, and on this same date, each of its two member owners, including KMP, were released from their respective debt obligations under the previous guaranty agreements. Accordingly, KMP no longer has a contingent debt obligation with respect to Midcontinent Express Pipeline LLC. For additional information regarding KMI’s and KMP’s debt facilities and contingent debt agreements, see Note 8 “Debt” and Note 12 “Commitments and Contingent Liabilities” in our consolidated financial statements included in our 2010 Form 10-K.
 
 
Kinder Morgan G.P., Inc. Preferred Shares
 
On July 20, 2011, Kinder Morgan G.P., Inc.’s board of directors declared a quarterly cash distribution on its Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock of $20.825 per share payable on August, 18, 2011 to shareholders of record as of August 1, 2011. On May 18, 2011, Kinder Morgan G.P., Inc. paid a quarterly cash distribution on its Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock of $20.825 per share to shareholders of record as of April 29, 2011. On February 18, 2011, Kinder Morgan G.P., Inc. paid a quarterly cash dividend on its Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock of $20.825 per share to shareholders of record as of January 31, 2011.
 
Subsequent Events
 
Contingent Debt
 
On July 28, 2011, Fayetteville Express Pipeline LLC entered into (i) a new unsecured $600.0 million term loan that is due on July 28, 2012, with the ability to extend one additional year and (ii) a $50.0 million unsecured revolving bank credit facility that is due on July 28, 2015.  These debt instruments replaced Fayetteville Express’ $1.1 billion credit facility that was terminated on July 28, 2011, and on this same date, each of its two member owners (Energy Transfer Partners, L.P. and KMP) were released from their respective debt obligations under the previous guaranty agreements dated November 13, 2009.  Accordingly, KMP no longer has a contingent debt obligation with respect to Fayetteville Express Pipeline LLC. 
 
KMP - Senior Notes
 
On August 3, 2011, KMP entered into an agreement to issue $750 million in principal amount of senior notes in two separate series, consisting of $375 million of 4.150% notes due March 1, 2022 and $375 million of 5.625% notes due September 1, 2041. KMP will use the net proceeds, which will be received on August 17, to reduce borrowings under its commercial paper program.
 
 
 
16

 
Kinder Morgan, Inc. Form 10-Q

5.  Stockholders’ Equity
 
Common Equity
 
As of June 30, 2011, our stockholders’ equity included the following shares:
 
 
June 30, 2011
Class P shares
110,897,328
Class A shares
596,102,672
Class B shares
100,000,000
Class C shares
2,462,927

For accounting purposes, both our Class P and our Class A shares are considered common stock, and our Class B and Class C shares are considered participating securities.
 
Initial Public Offering
 
In the following discussion, the Investors refer to: (i) Richard D. Kinder, our Chairman and Chief Executive Officer; (ii) investment funds advised by, or affiliated with, Goldman, Sachs & Co., Highstar Capital LP, The Carlyle Group and Riverstone Holdings LLC, which we refer to collectively as the ‘‘Sponsor Investors;’’ (iii) Fayez Sarofim, one of our directors, and investment entities affiliated with him, and an investment entity affiliated with Michael C. Morgan, another of our directors, and William V. Morgan, one of our founders; and (iv) a number of other members of our management.
 
On February 16, 2011, we completed an initial public offering of our common stock (the offering). In connection with the offering, we converted from a Delaware limited liability company to a Delaware corporation. Our outstanding Class A units, Class B units and Class A-1 units were converted to Class A shares, Class B shares and Class C shares, respectively. Upon this conversion, the Sponsor Investors then converted some of their Class A shares on a one-for-one basis into our common stock sold in the offering. No shares were sold by members of Kinder Morgan management in the offering. All of the common stock that was sold in the offering was sold by existing investors, consisting of investment funds advised by, or affiliated with, Goldman, Sachs & Co., Highstar Capital LP, The Carlyle Group and Riverstone Holdings LLC, and we did not receive any proceeds from the offering. The class of common stock sold in the offering was our Class P common stock, which is sometimes referred to herein as our “common stock.” Our then existing investors prior to the initial public offering hold our Class A, Class B and Class C common stock, which is sometimes collectively referred to herein as our “investor retained stock.”
 
In the offering, the selling stockholders sold 109,786,590 shares, or approximately 15.5% of our outstanding shares. Upon the closing of the offering, our investor retained stock was convertible into a fixed aggregate of 597,213,410 shares of common stock, which represented 84.5% of our outstanding shares of common stock on a fully-converted basis. The number of shares of common stock into which Class A shares, Class B shares and Class C shares will convert will be determined in accordance with our certificate of incorporation. The conversion of investor retained stock into shares of our common stock will not increase our total fully converted shares outstanding. Initially, our Class A shares will be convertible into shares of common stock on a one-for-one basis and our Class B shares and Class C shares will not be convertible into any shares of our common stock. Any conversion of Class B shares and Class C shares will decrease on a share for share basis the number of shares of our common stock  into which our Class A shares would be able to convert. The terms of the Class A shares, Class B shares and Class C shares are intended to preserve substantially the same relative rights to share in the value of Kinder Morgan, Inc.’s equity that the Class A units, Class B units and Class A-1 units, respectively, had with respect to Kinder Morgan Holdco LLC’s equity.
 
Kinder Morgan, Inc. Dividends
 
On February 11, 2011, our Board of Directors declared and paid a dividend to our then existing investors of $245.8 million with respect to the period for which we were not public. This consisted of $205.0 million for the fourth quarter of 2010 and $104.8 million for the first 46 days of 2011, representing the portion of the first quarter of 2011 that we were not public, less a one time adjustment of $64.0 million in available earnings and profits reserved for the after tax cost of special cash bonuses (and premium pay) in an aggregate amount of approximately $100 million that was paid in May of 2011 to certain of our non-senior employees. No holders of our Class B shares or Class C shares received such bonuses.
 
On May 16, 2011, we paid a prorated dividend of $0.14 per share for the first quarter of 2011, to shareholders of record as of May 2, 2011. The initial dividend is prorated from February 16, 2011, the day that we closed the offering, to
 

 
17

 
Kinder Morgan, Inc. Form 10-Q
 
March 31, 2011. Based on a full quarter, the dividend amounts to $0.29 per share ($1.16 annualized). See also “—Subsequent Events—Kinder Morgan, Inc. Dividends” following.
 
Changes in Equity
 
The following tables set forth for the respective periods (i) changes in the carrying amounts of our Stockholders’ Equity attributable to both us and our noncontrolling interests, including our comprehensive income (loss) and (ii) associated tax amounts included in the respective components of other comprehensive income (loss) (in millions):
 
   
Three Months Ended June 30, 2011
 
   
Common
Shares(a)
   
Additional
paid-in
capital
   
Retained
earnings
   
Accumulated
other
comprehensive
loss
   
Stockholders’
equity
attributable
to KMI
   
Noncontrolling
interests
   
Total
 
Beginning Balance
  $ 8.1     $ 3,397.7     $ 84.4     $ (192.0 )   $ 3,298.2     $ 4,915.6     $ 8,213.8  
Impact from equity transactions of KMP
            18.4                       18.4       (28.7 )     (10.3 )
Distributions
                                    -       (232.6 )     (232.6 )
Contributions
                                    -       651.9       651.9  
Cash dividends
                    (99.0 )             (99.0 )             (99.0 )
Other
            (0.1 )                     (0.1 )     (0.1 )     (0.2 )
Comprehensive income
                                                       
Net Income
                    132.1               132.1       (50.4 )     81.7  
Other comprehensive income, net of tax
                                                       
Change in fair value of derivatives utilized for hedging purposes
                            50.3       50.3       75.4       125.7  
Reclassification of change in fair value of derivatives to net income
                            24.3       24.3       39.5       63.8  
Foreign currency translation adjustments
                            3.7       3.7       5.0       8.7  
Adjustments to pension and other postretirement benefit plan liabilities
                            (0.1 )     (0.1 )     -       (0.1 )
Total other comprehensive income
                            78.2       78.2       119.9       198.1  
Total comprehensive income
                                    210.3       69.5       279.8  
Ending Balance
  $ 8.1     $ 3,416.0     $ 117.5     $ (113.8 )   $ 3,427.8     $ 5,375.6     $ 8,803.4  
____________
(a)
Common shares include $1.1 million, $6.0 million and $1.0 million of Class P, Class A and Class B shares, respectively.

   
Six Months Ended June 30, 2011
 
   
KMI
Members
   
Common
Shares(a)
   
Additional
paid-in
capital
   
Retained
earnings
   
Accumulated
other
comprehensive
loss
   
Stockholders’
equity
attributable
to KMI
   
Noncontrolling
interests
   
Total
 
Beginning Balance
  $ 3,575.6     $ -     $ -     $ -     $ (136.5 )   $ 3,439.1     $ 5,099.9     $ 8,539.0  
Reclassification of Equity
upon the offering
    (3,404.0 )     8.1       3,395.9                       -               -  
Impact from equity transactions of KMP
                    20.9                       20.9       (32.6 )     (11.7 )
A-1 and B unit amortization
    3.6                                       3.6               3.6  
Distributions
                                            -       (461.7 )     (461.7 )
Contributions
                                            -       733.1       733.1  
Cash dividends
    (245.8 )                     (99.0 )             (344.8 )             (344.8 )
Other
                    (0.8 )                     (0.8 )     -       (0.8 )
Comprehensive income
                                                               
Net Income
    70.6                       216.5               287.1       (4.4 )     282.7  
Other comprehensive income,  net of tax
                                                               
Change in fair value of derivatives utilized for hedging purposes
                                    (30.2 )     (30.2 )     (44.6 )     (74.8 )
Reclassification of change in fair value of derivatives to net income
                                    37.8       37.8       63.8       101.6  
Foreign currency translation adjustments
                                    19.2       19.2       28.1       47.3  
Adjustments to pension and other postretirement benefit plan liabilities
                                    (4.1 )     (4.1 )     (6.0 )     (10.1 )
Total other comprehensive
income
                                    22.7       22.7       41.3       64.0  
Total comprehensive income
                                            309.8       36.9       346.7  
Ending Balance
  $ -     $ 8.1     $ 3,416.0     $ 117.5     $ (113.8 )   $ 3,427.8     $ 5,375.6     $ 8,803.4  
____________
(a)
Common shares include $1.1 million, $6.0 million and $1.0 million of Class P, Class A and Class B shares, respectively.


 
18

 
Kinder Morgan, Inc. Form 10-Q


       
   
Three Months Ended June 30, 2011
   
Six Months Ended June 30, 2011
 
   
Kinder
Morgan, Inc.
   
Noncontrolling
interests
   
Total
   
Kinder
Morgan, Inc.
   
Noncontrolling
interests
   
Total
 
(Tax Expense) Tax Benefit Included in Other Comprehensive Income (Loss):
                                   
Change in fair value of derivatives utilized for hedging purposes
  $ (30.9 )   $ (8.7 )   $ (39.6 )   $ 17.6     $ 4.9     $ 22.5  
Reclassification of change in fair value of derivatives to net income
    (14.3 )     (4.2 )     (18.5 )     (22.4 )     (7.0 )     (29.4 )
Foreign currency translation adjustments
    (1.9 )     (0.5 )     (2.4 )     (11.3 )     (3.1 )     (14.4 )
Adjustments to pension and other postretirement benefit plan liabilities
    -       -       -       2.4       0.7       3.1  
Tax included in total other comprehensive income (loss)
  $ (47.1 )   $ (13.4 )   $ (60.5 )   $ (13.7 )   $ (4.5 )   $ (18.2 )

       
   
Three Months Ended June 30, 2010
   
Six Months Ended June 30, 2010
 
   
Kinder
Morgan, Inc.
   
Noncontrolling
interests
   
Total
   
Kinder
Morgan, Inc.
   
Noncontrolling
interests
   
Total
 
Beginning Balance
  $ 3,900.6     $ 4,546.5     $ 8,447.1     $ 4,170.5     $ 4,674.6     $ 8,845.1  
Impact from equity transactions of KMP
    11.9       (18.6 )     (6.7 )     14.0       (22.0 )     (8.0 )
A-1 and B unit amortization
    1.6       -       1.6       3.5       -       3.5  
Distributions to noncontrolling interests
    -       (204.4 )     (204.4 )     -       (405.2 )     (405.2 )
Contributions from noncontrolling interests
    -       433.3       433.3       -       515.0       515.0  
Deconsolidation of variable interest entity (a)
    -       -       -       -       (45.9 )     (45.9 )
Cash dividends
    (175.0 )     -       (175.0 )     (325.0 )     -       (325.0 )
Other
    -       -       -       -       0.1       0.1  
Comprehensive income
                                               
Net income (loss)
    46.0       214.3       260.3       (114.9 )     195.3       80.4  
Other comprehensive income (loss), net of tax
                                               
Change in fair value of derivatives utilized for hedging purposes
    43.0       65.1       108.1       58.6       76.4       135.0  
Reclassification of change in fair value of derivatives to net income
    3.9       17.9       21.8       8.0       39.6       47.6  
Foreign currency translation adjustments
    (20.6 )     (39.4 )     (60.0 )     (2.5 )     (12.1 )     (14.6 )
Adjustments to pension and other postretirement benefit plan liabilities
    -       -       -       (0.8 )     (1.1 )     (1.9 )
Total other comprehensive income (loss)
    26.3       43.6