10-K 1 kmi10k2011.htm KMI 2011 10-K kmi10k2011.htm


 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
 
Form 10-K

[X]
  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011
 
or
 
[   ]
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____
 

Commission file number: 001-35081
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

____________
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
Class P Common Stock
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
 
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.  Yes o No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.  Yes o  No þ
 

 

 
 

 
Kinder Morgan, Inc. Form 10-K

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o
 
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 þ  No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Large accelerated filer o  Accelerated filer o  Non-accelerated filer þ  Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o  No þ
 
Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on closing prices in the daily composite list for transactions on the New York Stock Exchange on June 30, 2011 was approximately $3,172,704,838.  This value is based on our Class P shares held by non-affiliates as of June 30, 2011, because the market value of our class A, Class B and Class C shares, which were not publicly traded but were outstanding as of June 30, 2011, was not readily determinable.  As of January 31, 2012, the registrant had the following number of shares of common stock outstanding:
 
Class A common stock
535,972,387
Class B common stock
94,132,596
Class C common stock
2,318,258
Class P common stock
170,921,691

 

 
2

 
Kinder Morgan, Inc. Form 10-K

KINDER MORGAN, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 
   
Page
Number
     
5
 
 
General Development of Business
7
 
 
7
 
 
7
 
 
14
 
 
14
 
 
14
 
 
14
 
 
15
 
 
17
 
 
22
 
 
25
 
 
26
 
 
27
 
 
27
 
 
28
 
 
30
 
 
33
 
 
34
 
 
34
 
35
 
54
 
54
 
Mine Safety Disclosures
54
 
  
     
     
   
 
55
 
56
 
58
 
 
58
 
 
65
 
 
68
 
 
88
 
 
89
 
 
96
 
 
96
 
97
 
 
97
 
 
99
 
100
 
   
 
100
 
101
 
101
 


 
3

 
Kinder Morgan, Inc. Form 10-K


  
   
102
 
 
102
 
 
105
 
 
Section 16 (a) Beneficial Ownership Reporting Compliance
106
 
106
 
121
 
125
 
126
 
  
     
  
   
127
 
 
133
 
  
     
Signatures                                                                                                                             
229
 



 
4

 
Kinder Morgan, Inc. Form 10-K

PART I
 
Items 1 and 2.  Business and Properties.
 
Kinder Morgan, Inc. was formed August 23, 2006 principally for the purpose of acquiring (through a wholly owned subsidiary) all of the common stock of Kinder Morgan Kansas, Inc..  The merger closed on May 30, 2007 with Kinder Morgan Kansas, Inc. continuing as a surviving legal entity.  This transaction is referred to herein as the “Going Private Transaction.”  Unless the context requires otherwise, references to “we,” “us,” “our,” “KMI,” or the “Company” are intended to mean Kinder Morgan, Inc. and its consolidated subsidiaries including Kinder Morgan Kansas, Inc., referred to in this report as KMK and Kinder Morgan Energy Partners, L.P., referred to in this report as KMP.
 
Primarily through KMP, we operate or own an interest in approximately 37,000 miles of pipelines and approximately 180 terminals.  These pipelines transport natural gas, refined petroleum products, crude oil, carbon dioxide and other products, and our terminals store petroleum products and chemicals, and handle such products as ethanol, coal, petroleum coke and steel.  We are the leading provider of carbon dioxide, commonly called CO2, for enhanced oil recovery projects in North America.  We also own a 20% equity interest in NGPL PipeCo LLC, the owner of Natural Gas Pipeline Company of America and certain affiliates, collectively referred to in this report as NGPL.  NGPL is a major interstate natural gas pipeline and storage system that we operate. As of December 31, 2011, our interests in KMP and its affiliates consisted of the following:
 
 
the general partner interest, which we hold through our ownership of the common equity of the general partner of KMP and which entitles us to receive incentive distributions;
 
 
21.7 million of the 238.0 million outstanding KMP units, representing an approximately 6.4% limited partner interest; and
 
 
14.1 million of KMP’s 98.5 million outstanding i-units, representing an approximately 4.2% limited partner interest, through our ownership of 14.1 million Kinder Morgan Management, LLC, referred to as KMR in this report, shares (i-units are a class of KMP’s limited partner interests that receive distributions in the form of additional i-units instead of cash).
 
Pending Acquisition of El Paso Corporation
 
On October 16, 2011, we and El Paso Corporation (NYSE: EP) announced a definitive agreement whereby we will acquire all of the outstanding shares of EP.  EP owns North America’s largest interstate natural gas pipeline system, one of North America’s largest independent exploration and production companies and an emerging midstream business.  EP also owns a 42 percent limited partner interest and the 2 percent general partner interest in El Paso Pipeline Partners, L.P.( NYSE:EPB).
 
 
As of the announcement date, the total purchase price, including the assumption of debt outstanding at EP and the debt outstanding at EPB, was approximately $38 billion.  Under the terms of the transaction, the consideration to be received by the EP shareholders is valued at $26.87 per EP share based on KMI’s closing price as of October 14, 2011, representing a 47 percent premium to the 20-day average closing price of EP common shares and a 37 percent premium over the closing price of EP common shares on October 14, 2011.  The offer is comprised of $14.65 in cash, 0.4187 KMI Class P shares (valued at $11.26 per EP share) and 0.640 KMI warrants (valued at $0.96 per EP share) based on KMI’s closing price on October 14, 2011.  The warrants will have an exercise price of $40 and a five-year term.  EP shareholders will be able to elect, for each EP share held, either (i) $25.91 in cash, (ii) 0.9635 KMI Class P shares, or (iii) $14.65 in cash plus 0.4187 KMI Class P shares.  All elections will be subject to proration and in all cases EP shareholders will receive 0.640 KMI warrants per share of EP common stock.
 
 
The combined company will be the:
 
 
Largest owner and operator of natural gas pipelines and storage assets in North America with approximately 67,000 miles of natural gas transportation pipelines.  Pipelines are connected to many important natural gas shale plays including Eagle Ford, Marcellus, Utica, Haynesville, Fayetteville and Barnett. Largest provider of contracted natural gas treating services and significant other midstream gathering assets.
 
 
Largest independent transporter of petroleum products in the United States, transporting approximately 1.9 million barrels per day of gasoline, jet fuel, diesel, natural gas liquids and crude oil through more than 8,000 miles of pipelines.
 

 
5

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K


 
Largest transporter of CO2 in the United States, transporting 1.3 billion cubic feet per day.  Carbon dioxide is used in enhanced oil recovery projects.
 
 
Second largest oil producer in Texas, producing over 50,000 barrels per day.
 
 
Largest independent terminal owner/operator in the United States.  Liquids terminals have capacity of 107 million barrels and store refined petroleum products, ethanol and more.  Dry bulk terminals are expected to handle over 100 million tons of materials in 2011, including products like coal.
 
 
Only oil sands pipeline serving the West Coast. The Trans Mountain pipeline system transports 300,000 barrels of crude oil per day to Vancouver, B.C., and Washington State.
 
On February 10, 2012, we entered into (i) an amendment to our existing $1.0 billion revolving credit facility to permit, among other things, the transactions contemplated by the E P merger agreement, and to fund, in part, the transactions and related costs and expenses; (ii) an incremental joinder agreement which provides for $750 million in additional commitments under our existing revolving credit facility; and (iii) an acquisition debt facilities credit agreement containing a $6.8 billion 364-day facility and a $5.0 billion 3-year term loan facility, the proceeds of which will be used to finance a portion of the cash consideration and related fees and expenses to be paid in connection with the EP acquisition. All of the foregoing will be effective upon completion of the EP acquisition.
 
The transaction has been approved by each company’s board of directors.  Prior to closing, the transaction will require approval of both KMI and EP shareholders.  The transaction is expected to close in the second quarter of 2012 and is subject to customary regulatory approvals.
 
The opportunity to sell (drop-down) EP’s natural gas pipeline assets to KMP and EPB and sell EP’s exploration and production business, and the availability of certain net operating loss carryforwards to help offset taxable gains in connection with such sales, is expected to reduce substantially the level of indebtedness incurred to finance the transactions.
 
Initial Public Offering
 
On February 10, 2011, we converted from a Delaware limited liability company named Kinder Morgan Holdco LLC to a Delaware corporation named Kinder Morgan, Inc. and our outstanding units were converted into classes of our capital stock.  These transactions are referred to herein as the “Conversion Transaction.”  Our subsidiary formerly known as Kinder Morgan, Inc. was renamed Kinder Morgan Kansas, Inc.  On February 16, 2011, we completed the initial public offering of our common stock. 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, referred to herein as the “Sponsor Investors.”  No members of management sold shares in the offering, and we did not receive any proceeds from the offering.
 
We are currently owned by the public due to the sale of Class P common stock, which is sometimes referred to herein as our “common stock,” in our initial public offering, and by individuals and entities that were the owners of Kinder Morgan Holdco LLC, which are referred to collectively in this report as the “Investors.”  The Investors are Richard D. Kinder, our Chairman and Chief Executive Officer; the Sponsor Investors; 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, whom we refer to collectively as the “Original Stockholders”; and a number of other members of our management, who are referred to collectively as “Other Management.”
 
The Investors currently own all of our outstanding Class A shares, Class B shares and Class C shares, which are sometimes referred to in this report as the “investor retained stock.”  As of December 31, 2011, there were 170,921,140 shares of our Class P common stock outstanding, and the shares of the investor retained stock were convertible into an aggregate of 535,972,387 shares of our Class P common stock.  As a result, as of December 31, 2011 we had 706,893,527 shares of Class P common stock outstanding on a fully-converted basis.
 
Our Class A shares represent the total capital contributed by the Investors (and a notional amount of capital allocated to the contribution of the holders of the Class C shares) at the time of the Going Private Transaction. The Class B shares and Class C shares represent incentive compensation that is held by members of our management, including Mr. Kinder only in the case of the Class B shares.
 
You should read the following in conjunction with our audited consolidated financial statements and the notes thereto included elsewhere in this report.  We have prepared our accompanying consolidated financial statements under the rules
 

 
6

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
and regulations of the United States Securities and Exchange Commission (SEC).  Our accounting records are maintained in United States dollars, and all references to dollars in this report 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 and controlled subsidiaries, and all significant intercompany items have been eliminated in consolidation. The address of our principal executive offices is 500 Dallas Street, Suite 1000, Houston, Texas 77002, and our telephone number at this address is (713) 369-9000.
 
(a) General Development of Business
 
Organizational Structure
 
KMR is a publicly traded Delaware limited liability company that was formed on February 14, 2001. Kinder Morgan G.P., Inc., of which we indirectly own all of the outstanding common equity, 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, 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. KMR also owns all of the i-units of KMP. The i-units are a class of KMP’s limited partner interests that have been, and will be, issued only to KMR. We have certain rights and obligations with respect to these securities.
 
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.” KMR’s shares (other than the voting shares held by Kinder Morgan G.P., Inc.) are traded on the New York Stock Exchange under the ticker symbol “KMR.”
 
The equity interests in KMP and KMR (which are both consolidated in our financial statements) owned by the public are reflected within “noncontrolling interests” on our accompanying consolidated balance sheets.  The earnings recorded by KMP and KMR that are attributed to their units and shares, respectively, held by the public are reported as noncontrolling interests” in our accompanying consolidated statements of income.
 
Additional information concerning the business of, and our investment in and obligations to, KMP and KMR is contained in Notes 2 and 10 to our consolidated financial statements included elsewhere in this report and KMP’s Annual Report on Form 10-K for the year ended December 31, 2011 and KMR’s Annual Report on Form 10-K for the year ended December 31, 2011.
 
Recent Developments
 
The following is a brief listing of significant developments since December 31, 2010.  We begin with developments pertaining to our reportable business segments.  Additional information regarding most of these items may be found elsewhere in this report.
 
Products Pipelines—KMP
 
 
In February 2011, KMP’s subsidiary SFPP, L.P. entered into a settlement agreement with a shipper regarding various interstate transportation rate challenges filed with the Federal Energy Regulatory Commission, referred to in this report as the FERC.  In March 2011, KMP made payments of $63.0 million pursuant to this settlement agreement.  Additionally, in September 2011, KMP made refund payments to various intrastate transportation shippers totaling $18.4 million.  During 2011, it recognized a combined $251.8 million increase in expense due to adjustments of its liabilities related to interstate and intrastate transportation rate challenges and certain other litigation matters involving its West Coast Products Pipeline operations;
 
 
On May 5, 2011, KMP announced an approximately $220 million investment to build a new crude oil/condensate pipeline that will initially transport 50,000 barrels of condensate per day for Petrohawk Energy Corporation (a wholly-owned subsidiary of BHP Billiton) from its production area in the Eagle Ford shale gas formation in South Texas to the Houston Ship Channel.  The pipeline will consist of approximately 70 miles of new pipeline construction and 113 miles of existing natural gas pipeline that will be converted to transport crude oil and condensate.  The pipeline will originate near Cuero, Texas, and extend to the Houston Ship Channel where it will initially deliver condensate to multiple terminaling facilities having access to local refineries, petrochemical plants and loading docks.  KMP began construction on the crude oil/condensate pipeline in December 2011 and it expects to place the pipeline into service during the second quarter of 2012.  When fully complete, the pipeline will have a capacity of approximately 300,000 barrels per day;
 
 
On September 14, 2011, KMP announced that it will partner with Valero Energy Corporation to build the Parkway
 

 
7

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
Pipeline, a new 136-mile, 16-inch diameter pipeline that will transport refined petroleum products from refineries located in Norco, Louisiana, to Plantation Pipe Line Company’s petroleum transportation hub located in Collins, Mississippi.  From this hub, the products will be transported by various products pipeline systems (including Plantation, KMP’s approximately 51%-owned equity investee) that serve major markets in the southeastern United States.  KMP will operate the Parkway Pipeline and its ownership is through its 50% equity interest in Parkway Pipeline LLC, the sole owner of the Parkway Pipeline.  Valero Energy Corporation owns the remaining 50% ownership interest.  Pending receipt of environmental and regulatory approvals, the approximately $220 million pipeline project is expected to be in service by mid-year 2013.  The Parkway Pipeline will have an initial capacity of 110,000 barrels per day, with the ability to expand to over 200,000 barrels per day.  The project is supported by a long-term throughput agreement with a credit-worthy shipper;
 
 
As of the date of this report, construction continues on KMP’s previously announced refined petroleum products storage expansion project at its West Coast Terminals’ Carson, California products terminal.  The approximately $77 million expansion project will add seven storage tanks with a combined capacity of 560,000 barrels.  In October 2011, KMP completed and placed into service two storage tanks, and expects to place the remaining five tanks into service in late 2012 and early 2013.  KMP has entered into a long-term agreement with a major oil company to lease six of these tanks;
 
 
As of the date of this report, construction continues on KMP’s West Coast Products Pipelines’ approximately $48 million expansion project at Travis Air Force Base located in Fairfield, California.  As previously announced, KMP is constructing three 150,000 barrel storage tanks that will be used for the transportation and storage of incremental military jet fuel.  Two of the three storage tanks were completed and placed into service in December 2011, and the remaining tank is expected to be put into service in March 2012;
 
 
As of the date of this report, KMP continues to invest more than $35 million to further expand its renewable fuel handling capabilities at various terminal sites across the United States.  KMP completed biodiesel blending modifications at Plantation’s Collins, Mississippi hub in December 2011.  These modifications allow Plantation to transport blended biodiesel to several of KMP’s existing Southeast terminal facilities.  Additionally, construction continues at KMP’s Port of Tampa terminal related to KMP’s previously announced public-private partnership project with the Tampa Port Authority and CSX Corporation that will bring additional ethanol into the Tampa market via the nations’ first ethanol unit train to pipeline distribution system.  KMP expects this new ethanol hub will be operational by October 2012;
 
 
On December 14, 2011, KMP announced that it will build, own and operate a petroleum condensate processing facility near its Galena Park liquids terminal located on the Houston Ship Channel.  The processing facility will have an initial throughput of 25,000 barrels per day and will be designed for future expansions that will allow for throughput of up to 100,000 barrels per day.  The facility will split condensate into its various components such as light and heavy naphthas, kerosene and gas oil, and through a fee structure, a major oil industry customer is underwriting the initial throughput of the facility.  KMP’s current estimate of total construction costs on the project is approximately $130.0 million and it expects to complete construction of this facility and commence service in January 2014; and
 
 
On December 15, 2011, KMP acquired a refined petroleum products terminal located on a 14-acre site in Lorton, Virginia from Motiva Enterprises, LLC for an aggregate consideration of $12.5 million in cash.  The terminal is served exclusively by the Plantation Pipeline and has storage capacity of approximately 450,000 barrels for refined petroleum products like gasoline and jet fuel.
 
Natural Gas Pipelines—KMP
 
 
On January 1, 2011, Fayetteville Express Pipeline LLC began firm contract pipeline transportation service to customers on its Fayetteville Express natural gas pipeline system, a 187-mile, 42-inch diameter pipeline that provides shippers in the Arkansas Fayetteville shale gas area with takeaway natural gas capacity and further access to growing markets.  KMP owns a 50% interest in Fayetteville Express Pipeline LLC, and Energy Transfer Partners L.P. owns the remaining interest and also operates the Fayetteville Express pipeline system.  Construction of the pipeline system was completed in January 2011, and total costs for the project were slightly less than $1.0 billion (versus the original budget of $1.3 billion);
 
 
On April 14, 2011, KMP’s subsidiary Kinder Morgan Interstate Gas Transmission LLC completed construction and placed into service all remaining capital improvements that expanded its mainline natural gas pipeline facilities that run from Franklin to Hastings, Nebraska.  The pipeline expansion and capital improvements created up to ten
 

 
8

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
million cubic feet per day of natural gas capacity to serve an ethanol plant located near Aurora, Nebraska.  Project construction commenced in October 2009 and total costs for the project were approximately $18.4 million;
 
 
In May 2011, KMP completed debrining a third underground storage cavern at its North Dayton natural gas storage facility located in Liberty County, Texas.  The completed cavern added approximately seven billion cubic feet of working natural gas storage capacity at the facility, and the development and mining of the cavern was part of an approximately $103 million expansion project at KMP’s North Dayton storage facility;
 
 
On July 1, 2011, KMP’s Texas intrastate natural gas pipeline group replaced an expiring 10-year services agreement with Calpine Corporation with a new 10-year agreement that extends to July 1, 2021.  Pursuant to the terms of the agreement, the Texas intrastate group will provide Calpine approximately 300 million cubic feet per day of natural gas transport capacity and four billion cubic feet of natural gas storage capacity.  Calpine will use the service to supply fuel to seven of its electricity generating facilities in the state of Texas;
 
 
On 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 EagleHawk Field Services, LLC (Petrohawk’s natural gas gathering and treating business located in the Eagle Ford shale gas formation) for an aggregate consideration of $912.1 million, consisting of $835.1 million in cash and assumed debt of $77.0 million (representing 50% of KinderHawk’s borrowings under its bank credit facility as of July 1, 2011).  KMP then repaid the outstanding $154.0 million of borrowings and following this repayment, KinderHawk had no outstanding debt.
 
 
 
Following KMP’s acquisition of the remaining ownership interest in KinderHawk on July 1, 2011, KMP changed its method of accounting from the equity method to full consolidation, and due to the fact that KMP acquired a controlling financial interest in KinderHawk, KMP remeasured its previous 50% equity investment in KinderHawk to its fair value.  We recognized a $167.2 million non-cash loss as a result of this remeasurement.  The loss amount represents the excess of the carrying value of KMP’s investment ($910.2 million as of July 1, 2011) over its fair value ($743.0 million), and we reported this loss separately within the “Other Income (Expense)” section in our accompanying consolidated statements of income for the year ended December 31, 2011.  Further information on KMP’s KinderHawk operations is discussed below in “—(c) Narrative Description of Business—Natural Gas Pipelines—KMP—Texas Intrastate Natural Gas Pipeline Group and Other—KinderHawk Field Services LLC;"
 
 
On August 1, 2011, Eagle Ford Gathering LLC initiated flow on its natural gas gathering system with deliveries to Copano’s natural gas processing plant located in Colorado County, Texas.  Eagle Ford Gathering LLC is a joint venture that provides natural gas gathering, transportation and processing services to natural gas producers in the Eagle Ford shale gas formation.  It is owned 50% by KMP and 50% by Copano Energy, L.L.C.  Copano also serves as operator and managing member.  On October 3, 2011, Eagle Ford Gathering initiated flow on its new 56-mile, 24-inch diameter crossover pipeline and a 7-mile, 20-inch diameter lateral pipeline with deliveries to Williams Partners L.P.’s Markham processing plant located in Matagorda County, Texas.  The joint venture has also completed a 20-mile, 20-inch diameter pipeline to deliver natural gas to Formosa’s Point Comfort plant located in Jackson County, Texas and expects initial flow of natural gas to Formosa to occur in March 2012.  Including its 111 miles of 30-inch diameter and 24-inch diameter gathering pipelines, its crossover pipeline, its pipeline laterals to Williams and to Formosa, and the capacity rights it holds on certain of KMP’s natural gas pipelines, Eagle Ford Gathering has approximately 400 miles of pipelines with capacity to gather and process over 700 million cubic feet of natural gas per day.  The joint venture has executed long term firm service agreements with multiple producers for the vast majority of its processing capacity, and has also executed interruptible service agreements with multiple producers under which natural gas can flow on a “as capacity is available” basis; and
 
 
On November 30, 2011, KMP acquired a manufacturing complex and certain natural gas treating assets from SouthTex Treaters, Inc. for an aggregate consideration of $178.5 million, consisting of $151.5 million in cash and assumed liabilities of $27.0 million.  SouthTex Treaters, Inc. is a leading manufacturer, designer and fabricator of natural gas treating plants that are used to remove impurities (carbon dioxide and hydrogen sulfide) from natural gas before it is delivered into gathering systems and transmission pipelines to ensure that it meets pipeline quality specifications.  The acquisition complemented and expanded KMP’s existing natural gas treating business.
 
CO2—KMP
 
 
On November 17, 2011, KMP announced that it had entered into a purchase and sale agreement with a subsidiary of Enhanced Oil Resources to acquire a carbon dioxide source field and related assets located in Apache County, Arizona, and Catron County, New Mexico, for approximately $30 million in cash.  The acquisition includes all of
 

 
9

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
Enhanced Oil’s rights, title, and interest in the carbon dioxide and helium located in the St. Johns gas unit and the Cottonwood Canyon carbon dioxide unit, and KMP expects that this acquisition will provide it with opportunities to further grow its existing carbon dioxide business.  The transaction closed on January 31, 2012;
 
 
During 2011, KMP activated 15 additional patterns at its carbon dioxide flood in the Katz oil field located near Knox City, Texas.  The flood is part of the previously announced Eastern Shelf Pipeline project in the eastern Permian Basin area of Texas.  The approximately $230 million project also involved the installation of a 91-mile, 10-inch carbon dioxide distribution pipeline that begins near Snyder, Texas and ends west of Knox City.  KMP began injecting carbon dioxide into the Katz field in December 2010 and currently, it is producing approximately 1,400 barrels of crude oil per day from the Katz field.  The development of the carbon dioxide flood in the Katz field is projected to produce an incremental 25 million barrels of oil over the next 15 to 20 years and will provide a platform for future enhanced oil recovery operations in the region; and
 
 
On January 18, 2012, KMP announced an approximately $255 million investment to expand the carbon dioxide capacity of its approximately 87%-owned Doe Canyon Deep unit in southwestern Colorado.  The expansion project will include the installation of both primary and booster compression and is expected to increase Doe Canyon’s current production rate from 105 million cubic feet of carbon dioxide per day to 170 million cubic feet per day.  KMP expects to begin construction in the second quarter of 2012, to complete and place in service the primary compression in the fourth quarter of 2013, and complete the booster compression in the second quarter of 2014.  Additionally, KMP plans to drill approximately 19 more wells during the next ten years, with three wells scheduled for completion in 2012.
 
Terminals—KMP
 
 
On January 3, 2011 and December 28, 2011, KMP made two separate $50 million preferred equity investments in Watco Companies, LLC, the largest privately held short line railroad company in the United States.  Watco also operates transload/intermodal and mechanical services divisions.  KMP’s investments provide capital to Watco for further expansion of specific projects, and for pending acquisitions, including Watco’s previously announced acquisitions of both a controlling interest in the Wisconsin & Southern Railroad and the assets of Birmingham Southern Railway.  KMP’s investment in Watco provides its customers more access to transportation related services and also offers it the opportunity to share in additional growth opportunities through new projects, such as crude oil unit train operations and incremental business at its terminal storage facilities.  Pursuant to the terms of KMP’s investments, it 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, 2011, KMP’s net equity investment totaled $101.7 million;
 
 
In January 2011, KMP completed construction of an approximately $16.2 million railcar loop track at its Deepwater petroleum coke terminal facility located in Pasadena, Texas.  The track is used to transport a major petroleum coke producer’s volumes to the facility;
 
 
On February 17, 2011, KMP’s subsidiary Kinder Morgan Cushing LLC, Deeprock Energy Resources, LLC and Mecuria Energy Trading, Inc., 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 the Deeprock North, LLC joint venture, which operated an existing crude oil tank farm that had storage capacity of one million barrels.  During 2011, KMP contributed an additional $7.7 million for its proportionate share of costs related to the construction of three new storage tanks that provide for incremental storage capacity of 750,000 barrels.  The new tanks were completed and placed in service during the fourth quarter of 2011.  Deeprock Energy operates and owns a 12.02% member interest in the joint venture, and Mecuria owns the remaining 37.98% member interest and is the anchor tenant for the joint venture’s crude oil capacity for the next five years with an option to extend.  As of December 31, 2011, KMP’s net equity investment in Deeprock North, LLC totaled $24.0 million;
 
 
On February 24, 2011 and October 3, 2011, respectively, in order to capitalize on increasing demand for both coal export activity and domestic coal use, KMP entered into two separate agreements to expand its coal terminal operations at its International Marine Terminals facility (IMT), a multi-product, import-export facility located in Port Sulphur, Louisiana and owned 66 2/3% by KMP.  In February 2011, KMP entered into a 15-year services agreement with Massey Coal, a division of Alpha Natural Resources, to handle up to six million tons of coal annually.  The majority of the coal that will pass through IMT will originate from Massey’s Central Appalachia mines, be transported to IMT by river barges, and then offloaded and stored before being loaded onto ocean vessels
 

 
10

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
for export to foreign markets.  KMP anticipates a minimum throughput tonnage increase of four million tons per year related to this agreement.  Secondly, in October 2011, KMP entered into a long-term agreement with Progress Energy Florida to handle up to four million tons of coal per year at IMT.  This agreement will commence in early 2013, and provides Progress Energy with options to extend the agreement for up to 20 years.  Together, KMP and the remaining one-third partner at IMT are investing approximately $114 million to expand and upgrade the facility to enable it to handle the incremental coal volumes related to these two agreements.  The terminal upgrades are expected to be completed by mid-2013;
 
 
In March 2011, KMP completed construction of its previously announced Deer Park Rail Terminal (DPRT) and related ethanol handling assets at its Pasadena, Texas terminal located along the Houston Ship Channel.  The approximately $19 million project included building a new ethanol unit train facility with space for multiple unit trains, an offloading rail rack for unit trains of approximately 100 railcars, and an 80,000 barrel ethanol storage tank.  As part of the expansion, an existing pipeline was extended by approximately 2.4 miles so that ethanol can be moved from DPRT to KMP’s nearby Pasadena liquids terminal for either storage or blending at the terminal’s truck rack.  The project is supported by long-term customer contracts;
 
 
In March 2011, KMP entered into an agreement with a large western coal producer to handle up to 2.2 million tons of Colorado coal annually at its Houston, Texas bulk terminal facility located on the Houston Ship Channel.  Unit trains will transport bituminous coal from Colorado mines to KMP’s Houston bulk facility, where the coal will be offloaded and stored before being loaded onto ocean vessels.  KMP also announced an approximately $18 million investment to increase the facility’s coal handling capability by adding rail and conveying equipment, and outbound equipment needed to load coal onto ships.  This facility began handling coal for this new contract in July 2011, marking the first time that western coal was exported from the Port of Houston;
 
 
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, $23.7 million in common units, and an obligation to pay additional consideration of $7.5 million.  KMP estimates its 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.  KMP operates the terminal, which receives petroleum coke from Total Petrochemicals USA Inc.’s Port Arthur refinery, and it provides conveying, storage and ship loading services to Total pursuant to a 25-year services agreement.  The refinery is expected to produce more than one million tons of petroleum coke annually;
 
 
On July 20, 2011, KMP announced an incremental $8.3 million investment at its DPRT (described above) which will add additional ethanol handling and storage capabilities.  The expansion includes building a second 80,000 barrel storage tank and related facilities.  The project is expected to be completed in the first quarter of 2012;
 
 
In September 2011, KMP completed an approximately $14 million expansion of its Philadelphia, Pennsylvania liquids terminal to provide storage and handling services to accommodate a large chemical company.  The project involved upgrading existing tank and pipeline systems and installing a new marine flare unit.  The project is secured with a five-year customer agreement;
 
 
In September 2011, KMP completed an approximately $62 million expansion of its Carteret, New Jersey liquids terminal that added 1.04 million barrels of new petroleum storage tank capacity.  In July 2009, KMP entered into an agreement with a major oil company for this additional capacity.  The project involved the construction of seven new blending tanks, consisting of three 125,000 barrel tanks and four 165,000 barrel storage tanks.  All of the tanks can be used for gasoline blending, and some have built-in flexibility for either ethanol or distillate service;
 
 
On November 8, 2011, KMP announced its equity participation in Battleground Oil Specialty Terminal Company LLC (BOSTCO), and paid a combined $12.0 million to acquire its initial 50% Class A member interest (consisting of $11.6 million paid in October 2011 and $0.4 million of pre-development costs incurred and paid for during 2010).  On December 29, 2011, KMP acquired the remaining 50% Class A member interest in BOSTCO that it did not already own from TransMontaigne Partners, L.P. for an aggregate consideration of $8.1 million in cash (net of an acquired cash balance of $9.9 million).  TransMontaigne also received an option to buy 50% of KMP’s ownership interest at any time prior to January 20, 2013; however, KMP is currently unable to predict whether it will exercise this purchase option.
 
 
 
BOSTCO will construct, own and operate an approximately $430 million oil terminal located on the Houston Ship Channel.  Phase I of the project includes the design and construction of 52 tanks with combined storage capacity of approximately 6.6 million barrels for handling residual fuel, feedstocks, distillates and other black oils.  BOSTCO
 
 
 
11

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
will initially be a water-in, water-out facility with the capability of handling ships with large drafts up to 45 feet, and KMP has executed terminal service contracts or letters of intent with customers for almost all of the Phase I storage capacity;
 
 
On November 30, 2011, KMP announced an approximately $212 million investment to construct seven tanks with a storage capacity of approximately 2.4 million barrels for crude oil and condensate at its Trans Mountain pipeline terminal located near Edmonton, Alberta, Canada.  KMP has entered into long-term contracts with customers to support this expansion, which will set the framework for two additional phases that will ultimately allow for up to six million barrels of dedicated storage.  Previously, KMP received National Energy Board (Canada) approval to construct merchant and regulated tanks at its Edmonton terminal, and intends to commence construction in early 2012 following receipt of other supporting permits.  The new tanks are anticipated to be placed in service in late 2013;
 
 
On January 18, 2012, KMP announced that it had entered into a long-term agreement with a major Canadian oil producer to support an approximately $8.5 million expansion of pipeline feeder connections into the Kinder Morgan North 40 terminal, a crude oil tank farm located in Strathcona County, just east of Edmonton, Alberta, Canada; and
 
 
On January 24, 2012, KMP announced plans to invest an additional $140 million to further expand its coal handling export facilities along the Gulf Coast.  Concurrently, Arch Coal Company signed a long-term throughput agreement with KMP that will help support this expansion, which is anticipated to be completed in the second quarter of 2014.  Upon completion of the proposed terminal upgrades, and subject to certain rail service agreements, Arch will ship coal at guaranteed minimum volume levels through KMP owned terminal facilities.  In addition, KMP and Arch are in final discussions to include, in the throughput agreement, port space for coal shipments at KMP’s coal export facilities located on the East Coast and at KMP’s IMT facility, which when combined with KMP’s Gulf Coast expansions, will provide incremental port capacity for Arch’s growing seaborne coal volumes.  KMP is also extending certain existing long-term coal handling agreements with Arch at its coal facilities located in the state of Illinois.
 
Kinder Morgan Canada—KMP
 
 
On February 21, 2012, KMP announced that the commitments it received from its recent Kinder Morgan Canada’s public open season supports moving forward with its proposed Trans Mountain pipeline system expansion.  Originating in Edmonton, Alberta, the Trans Mountain system is currently designed to carry up to 300,000 barrels per day of crude oil and refined petroleum products to destinations in the northwest United States and on the west coast of British Columbia.  Based on shipper response, KMP would construct a twin pipeline that could boost system capacity to over 600,000 barrels per day.  The current estimate of total construction costs on the project is approximately $3.8 billion.
 
Financings—KMP
 
 
On March 4, 2011, KMP issued a total of $1.1 billion in principal amount of senior notes in two separate series, consisting of $500 million of 3.50% notes due March 1, 2016, and $600 million of 6.375% notes due March 1, 2041.  The net proceeds received from this debt offering were used to reduce the borrowings under KMP’s commercial paper program;
 
 
On March 15, 2011, KMP paid $700 million to retire the principal amount of its 6.75% senior notes that matured on that date;
 
 
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.  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 administrative agent, and borrowings under the credit facility can be used for general partnership purposes and as a backup for KMP’s $2.2 billion commercial paper program;
 
 
On August 17, 2011, KMP issued a total of $750 million in principal amount of senior notes in two separate series, consisting of $375 million of 4.15% notes due March 1, 2022, and $375 million of 5.625% notes due September 1,
 

 
12

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
 
2041.  The net proceeds received from this debt offering were used to reduce the borrowings under KMP’s commercial paper program;
 
 
In August 2011, KMP terminated two existing fixed-to-variable interest rate swap agreements in two separate transactions.  These swap agreements had a combined notional principal amount of $200 million, and KMP received combined proceeds of $73.0 million from the early termination of these swap agreements; and
 
 
In 2011, KMP issued 13,469,708 common units for $955.3 million in cash, described following.  The net proceeds received from the issuance of these common units were used to reduce the borrowings under KMP’s commercial paper program:
 
 
 
In June 2011, KMP completed a public offering of 7,705,000 of its common units at a price of $71.44 per unit.  After commissions and underwriting expenses, net proceeds of $533.9 million were received for the issuance of these common units; and
 
 
 
During 2011, KMP issued 5,764,708 of its common units pursuant to its equity distribution agreement with UBS Securities LLC.  After commissions, net proceeds of $421.4 million were received from the issuance of these common units.
 
2012 Outlook—KMP
 
 
As KMP previously announced, it anticipates that for the year 2012, (i) it will declare cash distributions of $4.98 per unit, an 8% increase over its cash distributions of $4.61 per unit for 2011; (ii) its business segments will generate approximately $4.4 billion in earnings before all non-cash depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments and its share of all non-cash depreciation, depletion and amortization expenses of certain joint ventures accounted for under the equity-method of accounting; (iii) it will distribute approximately $1.7 billon to its limited partners; (iv) it will produce excess cash flow of $71.0 million above its cash distribution target of $4.98 per unit; and (v) it will invest approximately $1.7 billion for its capital expansion program (including small acquisitions and contributions to joint ventures).  KMP’s anticipated 2012 expansion investment will help drive earnings and cash flow growth in 2012 and beyond, and KMP estimates that approximately $490 million of the equity required for its 2012 investment program will be funded by cash retained as a function of KMR distributions being paid in additional units rather than in cash.  In 2011, KMP’s capital expansion program was approximately $2.6 billion—including discretionary capital spending, equity contributions to its equity investees, and acquisition cash expenditures.
 
 
 
KMP’s expectations assume an average West Texas Intermediate (WTI) crude oil price of approximately $93.75 per barrel in 2012.  Although the majority of the cash generated by KMP’s assets is fee based and is not sensitive to commodity prices, the CO2–KMP business segment is exposed to commodity price risk related to the price volatility of crude oil and natural gas liquids.  KMP hedges the majority of its crude oil production, but does have exposure to unhedged volumes, the majority of which are natural gas liquids volumes.  For 2012, KMP expects that every $1 change in the average WTI crude oil price per barrel will impact the CO2—KMP segment’s cash flows by approximately $5.8 million (or slightly over 0.1% of KMP’s combined business segments’ anticipated earnings before depreciation, depletion and amortization expenses).
 
Recent Developments and Outlook—KMI
 
 
On January 5, 2011, we paid $750 million to retire the principal amount of our 5.35% senior notes that matured on that date;
 
 
On February 16, 2011, we completed a $3.3 billion initial public offering of 109,786,590 shares of our common stock, which included the underwriters’ option to purchase an additional 14,319,990 shares.  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; and
 
 
In November 2011, we announced that we expect to generate $985 million in cash available for dividends and declare dividends of $1.35 per share for 2012. This represents a 12.5 percent increase over our 2011 declared dividends of $1.20 per share; and
 
 
On October 16, 2011, as discussed above, we and EP announced a definitive agreement whereby we will acquire
 

 
13

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
all of the outstanding shares of EP.  See Note 3 ¾“Acquisitions and Divestitures¾Pending Acquisition of El Paso Corporation” to our consolidated financial statements included elsewhere in this report.
 
(b) Financial Information about Segments
 
For financial information on our six reportable business segments, see Note 15 to our consolidated financial statements included elsewhere in this report.
 
(c) Narrative Description of Business
 
Business Strategy
 
Our business strategy is to:
 
 
focus on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of growing markets within North America;
 
 
increase utilization of our existing assets while controlling costs, operating safely, and employing environmentally sound operating practices;
 
 
leverage economies of scale from incremental acquisitions and expansions of assets that fit within our strategy and are accretive to cash flow; and
 
 
maximize the benefits of our financial structure to create and return value to our stockholders.
 
It is our intention to carry out the above business strategy, modified as necessary to reflect changing economic conditions and other circumstances.  However, as discussed under Item 1A. “Risk Factors” below, there are factors that could affect our ability to carry out our strategy or affect its level of success even if carried out.
 
We (primarily through KMP) regularly consider and enter into discussions regarding potential acquisitions and are currently contemplating potential acquisitions.  Any such transaction would be subject to negotiation of mutually agreeable terms and conditions, receipt of fairness opinions and approval of the parties’ respective boards of directors.  While there are currently no unannounced purchase agreements for the acquisition of any material business or assets, such transactions can be effected quickly, may occur at any time and may be significant in size relative to our existing assets or operations.
 
Business Segments
 
We own and manage a diversified portfolio of energy transportation and storage assets.  Our operations are conducted through the following reportable business segments, the first five of which are also business segments of KMP.  These segments are as follows:
 
 
Products Pipelines—KMP—which consists of approximately 8,400 miles of refined petroleum products pipelines that deliver gasoline, diesel fuel, jet fuel and natural gas liquids to various markets; plus approximately 60 associated product terminals and petroleum pipeline transmix processing facilities serving customers across the United States;
 
 
Natural Gas Pipelines—KMP—which consists of approximately 16,200 miles of natural gas transmission pipelines and gathering lines, plus natural gas storage, treating and processing facilities, through which natural gas is gathered, transported, stored, treated, processed and sold;
 
 
CO2—KMP—which produces, markets and transports, through approximately 2,000 miles of pipelines, carbon dioxide to oil fields that use carbon dioxide to increase production of oil; owns interests in and/or operates eight oil fields in West Texas; and owns and operates a 450-mile crude oil pipeline system in West Texas;
 
 
Terminals—KMP— which consists of approximately 115 owned or operated liquids and bulk terminal facilities and approximately 35 rail transloading and materials handling facilities located throughout the United States and portions of Canada, which together transload, store and deliver a wide variety of bulk, petroleum, petrochemical and other liquids products for customers across the United States and Canada;
 

 
14

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
Kinder Morgan Canada—KMP—which transports crude oil and refined petroleum products through over 2,500 miles of pipelines from Alberta, Canada to marketing terminals and refineries in British Columbia, the state of Washington and the Rocky Mountains and Central regions of the United States; plus five associated product terminal facilities; and
 
 
NGPL PipeCo LLC—which consists of our 20% interest in NGPL PipeCo LLC, the owner of Natural Gas Pipeline Company of America LLC and certain affiliates, collectively referred to as Natural Gas Pipeline Company of America or NGPL, a major interstate natural gas pipeline and storage system, which we operate.  Prior to February 15, 2008, we owned 100% of NGPL PipeCo LLC.
 
During the historical periods prior to 2011 presented in this report, we had a business segment referred to as Power, which consisted of our ownership of natural gas-fired electric generation facilities.  On October 22, 2010, we sold our facility located in Michigan, referred to as Triton Power, for approximately $15.0 million in cash, and as a result, we no longer report Power as a business segment.
 
Products Pipelines—KMP
 
The Products Pipelines—KMP segment consists of KMP’s refined petroleum products and natural gas liquids pipelines and their associated terminals, Southeast terminals, and its transmix processing facilities.
 
West Coast Products Pipelines
 
KMP’s West Coast Products Pipelines include the SFPP, L.P. operations (often referred to in this report as the Pacific operations), the Calnev pipeline operations, and the West Coast Terminals operations.  The assets include interstate common carrier pipelines regulated by the FERC, intrastate pipelines in the state of California regulated by the California Public Utilities Commission, and certain non rate-regulated operations and terminal facilities.
 
The Pacific operations serve six western states with approximately 2,500 miles of refined petroleum products pipelines and related terminal facilities that provide refined products to major population centers in the United States, including California; Las Vegas and Reno, Nevada; and the Phoenix-Tucson, Arizona corridor.  In 2011, the Pacific operations’ mainline pipeline system transported approximately 1,071,400 barrels per day of refined products, with the product mix being approximately 59% gasoline, 24% diesel fuel, and 17% jet fuel.
 
The Calnev pipeline system consists of two parallel 248-mile, 14-inch and 8-inch diameter pipelines that run from KMP’s facilities at Colton, California to Las Vegas, Nevada.  The pipeline serves the Mojave Desert through deliveries to a terminal at Barstow, California and two nearby major railroad yards.  It also serves Nellis Air Force Base, located in Las Vegas, and also includes approximately 55 miles of pipeline serving Edwards Air Force Base in California.  In 2011, the Calnev pipeline system transported approximately 118,800 barrels per day of refined products, with the product mix being approximately 41% gasoline, 33% diesel fuel, and 26% jet fuel.
 
The West Coast Products Pipelines operations include 15 truck-loading terminals (13 on the Pacific operations and two on Calnev) with an aggregate usable tankage capacity of approximately 15.3 million barrels.  The truck terminals provide services including short-term product storage, truck loading, vapor handling, additive injection, dye injection and ethanol blending.
 
The West Coast Terminals are fee-based terminals located in the Seattle, Portland, San Francisco and Los Angeles areas along the west coast of the United States with a combined total capacity of approximately 9.1 million barrels of storage for both petroleum products and chemicals. KMP’s West Coast Products Pipelines and associated West Coast Terminals together handled 17.6 million barrels of ethanol in 2011.
 
Combined, the West Coast Products Pipelines operations’ pipelines transport approximately 1.2 million barrels per day of refined petroleum products, providing pipeline service to approximately 29 customer-owned terminals, 11 commercial airports and 15 military bases.  The pipeline systems serve approximately 70 shippers in the refined petroleum products market, the largest customers being major petroleum companies, independent refiners, and the United States military.  The majority of refined products supplied to the West Coast Product Pipelines come from the major refining centers around Los Angeles, San Francisco, West Texas and Puget Sound, as well as from waterborne terminals and connecting pipelines located near these refining centers.
 
Plantation Pipe Line Company
 
KMP owns approximately 51% of Plantation Pipe Line Company, the sole owner of the approximately 3,100-mile refined petroleum products Plantation pipeline system serving the southeastern United States.  KMP operates the system
 

 
15

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
pursuant to agreements with Plantation and its wholly-owned subsidiary, Plantation Services LLC.  The Plantation pipeline system originates in Louisiana and terminates in the Washington, D.C. area.  It connects to approximately 130 shipper delivery terminals throughout eight states and serves as a common carrier of refined petroleum products to various metropolitan areas, including Birmingham, Alabama; Atlanta, Georgia; Charlotte, North Carolina; and the Washington, D.C. area.  An affiliate of ExxonMobil Corporation owns the remaining approximately 49% ownership interest, and ExxonMobil has historically been one of the largest shippers on the Plantation system both in terms of volumes and revenues.  In 2011, Plantation delivered approximately 518,000 barrels per day of refined petroleum products, with the product mix being approximately 67% gasoline, 20% diesel fuel, and 13% jet fuel.
 
Products shipped on Plantation originate at various Gulf Coast refineries from which major integrated oil companies and independent refineries and wholesalers ship refined petroleum products, from other products pipeline systems, and via marine facilities located along the Mississippi River.  Plantation ships products for approximately 30 companies to terminals throughout the southeastern United States.  Plantation’s principal customers are Gulf Coast refining and marketing companies, and fuel wholesalers.
 
Central Florida Pipeline
 
KMP’s Central Florida pipeline system consists of a 110-mile, 16-inch diameter pipeline that transports gasoline and ethanol, and an 85-mile, 10-inch diameter pipeline that transports diesel fuel and jet fuel from Tampa to Orlando. KMP Central Florida pipeline operations also include two separate liquids terminals located in Tampa and Taft, Florida, which KMP owns and operates.
 
In addition to being connected to the Tampa terminal, KMP’s Central Florida pipeline system is connected to terminals owned and operated by TransMontaigne, Citgo, BP, and Marathon Petroleum.  The 10-inch diameter pipeline is connected to KMP’s Taft terminal (located near Orlando), has an intermediate delivery point at Intercession City, Florida, and is also the sole pipeline supplying jet fuel to the Orlando International Airport in Orlando, Florida.  In 2011, the pipeline system transported approximately 93,000 barrels per day of refined products, with the product mix being approximately 69% gasoline and ethanol, 11% diesel fuel, and 20% jet fuel.
 
KMP’s Tampa terminal contains approximately 1.6 million barrels of refined products storage capacity and is connected to two ship dock facilities in the Port of Tampa.  KMP’s Taft terminal contains approximately 0.8 million barrels of storage capacity, for gasoline, ethanol, and diesel fuel for further movement into trucks.
 
Cochin Pipeline System
 
KMP’s Cochin pipeline system consists of an approximately 1,900-mile, 12-inch diameter multi-product pipeline operating between Fort Saskatchewan, Alberta and Windsor, Ontario, along with five terminals.  The pipeline operates on a batched basis and has an estimated system capacity of approximately 70,000 barrels per day.  It includes 31 pump stations spaced at 60 mile intervals and five United States propane terminals.  Underground storage is available at Fort Saskatchewan, Alberta and Windsor, Ontario through third parties.  The pipeline traverses three provinces in Canada and seven states in the United States and can transport propane, butane and natural gas liquids to the midwestern United States and eastern Canadian petrochemical and fuel markets.  In 2011, the pipeline system transported approximately 26,500 barrels per day of propane, and in 2012, KMP expects to begin transporting additional natural gas liquids products.
 
Cypress Pipeline
 
KMP owns 50% of Cypress Interstate Pipeline LLC, the sole owner of the Cypress pipeline system.  KMP operates the system pursuant to a long-term agreement.  The Cypress pipeline is an interstate common carrier natural gas liquids pipeline originating at storage facilities in Mont Belvieu, Texas and extending 104 miles east to a connection with Westlake Chemical Corporation, a major petrochemical producer in the Lake Charles, Louisiana area.  Mont Belvieu, located approximately 20 miles east of Houston, is the largest hub for natural gas liquids gathering, transportation, fractionation and storage in the United States.  The Cypress pipeline system has a current capacity of approximately 55,000 barrels per day for natural gas liquids.  In 2011, the system transported approximately 45,000 barrels per day.
 
Southeast Terminals
 
KMP’s Southeast terminal operations consist of 27 high-quality, liquid petroleum products terminals located along the Plantation/Colonial pipeline corridor in the Southeastern United States.  The marketing activities of the Southeast terminal operations are focused on the Southeastern United States from Mississippi through Virginia, including Tennessee.  The primary function involves the receipt of petroleum products from common carrier pipelines, short-term
 

 
16

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
storage in terminal tankage, and subsequent loading onto tank trucks. Combined, the Southeast terminals have a total storage capacity of approximately 9.1 million barrels.  In 2011, these terminals transferred approximately 353,000 barrels of refined products per day and together handled 9.2 million barrels of ethanol.
 
Transmix Operations
 
KMP’s Transmix operations include the processing of petroleum pipeline transmix, a blend of dissimilar refined petroleum products that have become co-mingled in the pipeline transportation process.  During pipeline transportation, different products are transported through the pipelines abutting each other, and generate a volume of different mixed products called transmix.  KMP processes and separates pipeline transmix into pipeline-quality gasoline and light distillate products at six separate processing facilities located in Colton, California; Richmond, Virginia; Dorsey Junction, Maryland; Indianola, Pennsylvania; Wood River, Illinois; and Greensboro, North Carolina.  Combined, KMP’s transmix facilities processed approximately 10.6 million barrels of transmix in 2011.
 
Competition
 
KMP’s Products Pipelines’ pipeline operations compete against proprietary pipelines owned and operated by major oil companies, other independent products pipelines, trucking and marine transportation firms (for short-haul movements of products) and railcars.  KMP’s Products Pipelines’ terminal operations compete with proprietary terminals owned and operated by major oil companies and other independent terminal operators, and its transmix operations compete with refineries owned by major oil companies and independent transmix facilities.
 
Natural Gas Pipelines—KMP
 
The Natural Gas Pipelines—KMP business segment contains both interstate and intrastate pipelines.  Its primary businesses consist of natural gas sales, transportation, storage, gathering, processing and treating.  Within this segment, KMP owns approximately 16,200 miles of natural gas pipelines and associated storage and supply lines that are strategically located at the center of the North American pipeline grid.  KMP’s transportation network provides access to the major gas supply areas in the western United States, Texas and the Midwest, as well as major consumer markets.
 
Texas Intrastate Natural Gas Pipeline Group and Other
 
Texas Intrastate Natural Gas Pipeline Group
 
The Texas intrastate natural gas pipeline group, which operates primarily along the Texas Gulf Coast, consists of the following four natural gas pipeline systems: (i) Kinder Morgan Texas Pipeline; (ii) Kinder Morgan Tejas Pipeline; (iii) Mier-Monterrey Mexico Pipeline; and (iv) Kinder Morgan North Texas Pipeline.
 
The two largest systems in the group are the Kinder Morgan Texas Pipeline and the Kinder Morgan Tejas Pipeline.  These pipelines essentially operate as a single pipeline system, providing customers and suppliers with improved flexibility and reliability.  The combined system includes approximately 6,000 miles of intrastate natural gas pipelines with a peak transport and sales capacity of approximately 5.5 billion cubic feet per day of natural gas and approximately 144 billion cubic feet of on-system natural gas storage capacity, including 11 billion cubic feet contracted from a third party (which will be reduced to 5 billion cubic feet in April 2012).  In addition, the combined system (i) has facilities to both treat approximately 180 million cubic feet per day of natural gas for carbon dioxide and hydrogen sulfide removal, and to process approximately 65 million cubic feet per day of natural gas for liquids extraction and (ii) holds contractual rights to process natural gas at certain third party facilities.
 
The Mier-Monterrey Pipeline consists of a 95-mile natural gas pipeline that stretches from the international border between the United States and Mexico in Starr County, Texas, to Monterrey, Mexico and can transport up to 375 million cubic feet per day.  The pipeline connects to a 1,000-megawatt power plant complex and to the Pemex natural gas transportation system.  The Mier-Monterrey Pipeline has entered into a long-term contract (expiring in 2018) with Pemex, which has subscribed for all of the pipeline’s capacity.
 
The Kinder Morgan North Texas Pipeline consists of an 82-mile pipeline that transports natural gas from an interconnect with the facilities of Natural Gas Pipeline Company of America LLC (a 20%-owned equity investee of KMI and referred to in this report as NGPL) in Lamar County, Texas to a 1,750-megawatt electricity generating facility located in Forney, Texas, 15 miles east of Dallas, Texas.  It has the capacity to transport 325 million cubic feet per day of natural gas and is fully subscribed under a long-term contract that expires in 2032.  The system is bi-directional, permitting deliveries of additional supply from the Barnett Shale area to NGPL’s pipeline as well as power plants in the area.
 

 
17

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Texas is one of the largest natural gas consuming states in the country.  The natural gas demand profile in the Texas intrastate natural gas pipeline group’s market area is primarily composed of industrial (including on-site cogeneration facilities), merchant and utility power, and local natural gas distribution consumption.  The industrial demand is primarily year-round load.  Merchant and utility power demand peaks in the summer months and is complemented by local natural gas distribution demand that peaks in the winter months.
 
Collectively, the Texas intrastate natural gas pipeline system primarily serves the Texas Gulf Coast by selling, transporting, processing and treating natural gas from multiple onshore and offshore supply sources to serve the Houston/Beaumont/Port Arthur/Austin industrial markets, local natural gas distribution utilities, electric utilities and merchant power generation markets.  It serves as a buyer and seller of natural gas, as well as a transporter of natural gas.  In 2011, the four natural gas pipeline systems in the Texas intrastate group provided an average of approximately 2.23 billion cubic feet per day of natural gas transport services.  The Texas intrastate group also sold approximately 804.7 billion cubic feet of natural gas in 2011.
 
The purchases and sales of natural gas are primarily priced with reference to market prices in the consuming region of the system.  The difference between the purchase and sale prices is the rough equivalent of a transportation fee and fuel costs.  Generally, KMP purchases natural gas directly from producers with reserves connected to its intrastate natural gas system in South Texas, East Texas, West Texas, and along the Texas Gulf Coast.  In addition, the Texas intrastate group also purchases gas at interconnects with third-party interstate and intrastate pipelines.  While the Texas intrastate group does not produce gas, it does maintain an active well connection program in order to offset natural declines in production along its system and to secure supplies for additional demand in its market area.  The Texas intrastate system has access to both onshore and offshore sources of supply, and is well positioned to interconnect with liquefied natural gas projects currently under development by others along the Texas Gulf Coast.  The Texas intrastate group also has access to markets within and outside of Texas through interconnections with numerous interstate natural gas pipelines.
 
Kinder Morgan Treating L.P.
 
KMP’s subsidiary, Kinder Morgan Treating, L.P., owns and operates (or leases to producers for operation) treating plants that remove impurities (such as carbon dioxide and hydrogen sulfide) and hydrocarbon liquids from natural gas before it is delivered into gathering systems and transmission pipelines to ensure that it meets pipeline quality specifications.  Additionally, its subsidiary KM Treating Production LLC designs, constructs, and sells custom and stock natural gas treating plants.  Combined, KMP’s rental fleet of treating assets include approximately 213 natural gas amine-treating plants, approximately 56 hydrocarbon dew point control plants, and more than 140 mechanical refrigeration units that are used to remove impurities and hydrocarbon liquids from natural gas streams prior to entering transmission pipelines.
 
In addition, on November 30, 2011, KMP acquired certain natural gas treating assets from SouthTex Treaters, Inc., a leading manufacturer, designer and fabricator of natural gas treating plants.  Further information about this acquisition is discussed above in “—(a) General Development of Business—Recent Developments—Natural Gas Pipelines—KMP.”
 
KinderHawk Field Services LLC and EagleHawk Field Services LLC
 
On July 1, 2011, KMP acquired from Petrohawk Energy Corporation both the remaining 50% equity ownership interest in KinderHawk Field Services LLC that KMP did not already own and a 25% equity ownership interest in EagleHawk Field Services LLC.  Further information about this acquisition is discussed above in “—(a) General Development of Business—Recent Developments—Natural Gas Pipelines—KMP.” On August 25, 2011, mining and oil company BHP Billiton completed its previously announced acquisition of Petrohawk Energy Corporation through a short-form merger under Delaware law.  The merger was closed with Petrohawk being the surviving corporation as a wholly owned subsidiary of BHP Billiton.  The acquisition will not affect the terms of KMP’s contracts with Petrohawk.
 
KinderHawk Field Services LLC gathers and treats natural gas in the Haynesville shale gas formation located in northwest Louisiana.  Its assets currently consist of more than 450 miles of natural gas gathering pipeline currently in service, with average throughput of approximately 1.1 billion cubic feet per day of natural gas.  Ultimately, KinderHawk is expected to have approximately 2.0 billion cubic feet per day of throughput capacity, which will make it one of the largest natural gas gathering and treating systems in the United States.  Additionally, the system’s natural gas amine treating plants have a current capacity of approximately 2,600 gallons per minute.
 
KinderHawk owns life of lease dedications to gather and treat all of Petrohawk’s operated Haynesville and Bossier shale gas production in northwest Louisiana at agreed upon rates, as well as minimum volume commitments from Petrohawk for a five year term that expires in May 2015.  During 2011, KinderHawk executed firm gathering and treating
 

 
18

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
agreements with a third-party producer for the long-term dedication of five sections.  KinderHawk also holds additional third-party gas gathering and treating commitments.  In total, these contracts provide for the dedication of 36 sections, from four shippers, for three to ten years.
 
EagleHawk Field Services LLC provides natural gas gathering and treating services in the Eagle Ford shale formation in South Texas.  Petrohawk operates EagleHawk Field Services LLC and owns the remaining 75% ownership interest.  EagleHawk owns two midstream gathering systems in and around Petrohawk’s Hawkville and Black Hawk areas of the Eagle Ford shale formation and combined, its assets consist of more than 280 miles of gas gathering pipelines and approximately 140 miles of condensate lines.  It also has a life of lease dedication of Petrohawk’s Eagle Ford reserves that will provide Petrohawk and other Eagle Ford producers with natural gas and condensate gathering, treating and condensate stabilization services.
 
Endeavor Gathering LLC
 
KMP owns a 40% equity interest in Endeavor Gathering LLC, which provides natural gas gathering service to GMX Resources’ exploration and production activities in its Cotton Valley Sands and Haynesville/Bossier Shale horizontal well developments located in East Texas.  GMX Resources, Inc. operates and owns the remaining 60% ownership interest in Endeavor Gathering LLC.  Endeavor’s gathering system consists of over 100 miles of gathering lines and 25,000 horsepower of compressors that collect and compress natural gas from GMX Resources’ operated natural gas production from wells located in its core area.  The natural gas gathering system has takeaway capacity of approximately 115 million cubic feet per day.
 
Eagle Ford Gathering LLC
 
KMP owns a 50% equity interest in Eagle Ford Gathering LLC, which provides natural gas gathering, transportation and processing services to natural gas producers in the Eagle Ford shale gas formation in south Texas.  Further information about Eagle Ford Gathering LLC is discussed above in “—(a) General Development of Business—Recent Developments—Natural Gas Pipelines—KMP.”
 
Upstream Operations
 
KMP’s Natural Gas Pipelines’ upstream operations consist of its Casper and Douglas, Wyoming natural gas processing operations and its 49% ownership interest in the Red Cedar Gas Gathering Company.  KMP owns and operates its Casper and Douglas, Wyoming natural gas processing plants, and combined, these plants have the capacity to process up to 185 million cubic feet per day of natural gas depending on raw gas quality.  Casper and Douglas are the only natural gas processing plants which provide straddle processing of natural gas flowing into KMP’s Kinder Morgan Interstate Gas Transmission LLC pipeline system.  KMP also owns the operations of a carbon dioxide/sulfur treating facility located in the West Frenchie Draw field of the Wind River Basin of Wyoming, and includes this facility as part of its Casper and Douglas operations.  The West Frenchie Draw treating facility has a capacity of 50 million cubic feet per day of natural gas.
 
KMP owns a 49% equity interest in the Red Cedar Gathering Company, a joint venture organized in August 1994 and referred to in this report as Red Cedar.  Red Cedar owns and operates natural gas gathering, compression and treating facilities in the Ignacio Blanco Field in La Plata County, Colorado.  The remaining 51% interest in Red Cedar is owned by the Southern Ute Indian Tribe.  Red Cedar’s natural gas gathering system currently consists of approximately 750 miles of gathering pipeline connecting more than 900 producing wells, 104,600 horsepower of compression at 22 field compressor stations and three carbon dioxide treating plants.  The capacity and throughput of the Red Cedar gathering system is approximately 600 million cubic feet per day of natural gas.   
 
Western Interstate Natural Gas Pipeline Group
 
KMP’s Western interstate natural gas pipeline group, which operates primarily along the Rocky Mountain region of the Western portion of the United States, consists of the following three natural gas pipeline systems (i) Kinder Morgan Interstate Gas Transmission Pipeline; (ii) TransColorado Pipeline; and (iii) KMP’s 50% ownership interest in the Rockies Express Pipeline.
 
Kinder Morgan Interstate Gas Transmission LLC
 
KMP’s subsidiary, Kinder Morgan Interstate Gas Transmission LLC, referred to in this report as KMIGT, owns approximately 5,100 miles of transmission lines in Wyoming, Colorado, Kansas, Missouri and Nebraska.  The KMIGT pipeline system is powered by 23 transmission and storage compressor stations having approximately 155,000
 

 
19

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
horsepower.  KMIGT also owns the Huntsman natural gas storage facility, located in Cheyenne County, Nebraska, which has approximately 35 billion cubic feet of total capacity, consisting of 15 billion cubic feet of working capacity and 20 billion cubic feet of cushion gas.  KMIGT has 11 billion cubic feet of firm capacity commitments and provides for withdrawals of up to 179 million cubic feet of natural gas per day.
 
Under transportation agreements and FERC tariff provisions, KMIGT offers its customers firm and interruptible transportation and storage services, including no-notice service and park and loan services.  KMIGT also has the authority to make gas purchases and sales, as needed for system operations, pursuant to its currently effective FERC natural gas tariff.  The KMIGT system also offers its Cheyenne Market Center service, which provides nominated storage and transportation service between its Huntsman storage field and multiple interconnecting pipelines at the Cheyenne Hub, located in Weld County, Colorado.  Additionally, the KMIGT pipeline system includes the Colorado Lateral, which is a 41-mile, 12-inch pipeline extending from the Cheyenne Hub southward to the Greeley, Colorado area.  In 2011, KMIGT transported an average of approximately 451 million cubic feet per day of natural gas.
 
TransColorado Gas Transmission Company LLC
 
KMP’s subsidiary, TransColorado Gas Transmission Company LLC, referred to in this report as TransColorado, owns a 300-mile interstate natural gas pipeline that extends from approximately 20 miles southwest of Meeker, Colorado to the Blanco Hub near Bloomfield, New Mexico.  It has multiple points of interconnection with various interstate and intrastate pipelines, gathering systems, and local distribution companies.  The TransColorado pipeline system is powered by eight compressor stations having an aggregate of approximately 39,000 horsepower.  The system has a pipeline capacity of 1.0 billion cubic feet per day of natural gas and it has the ability to flow gas south or north.  In 2011, KMP’s TransColorado pipeline system transported an average of approximately 420 million cubic feet per day of natural gas.
 
The TransColorado pipeline system receives natural gas from a single coal seam natural gas treating plant, located in the San Juan Basin of Colorado, and from pipeline, processing plant and gathering system interconnections within the Paradox and Piceance Basins of western Colorado.  It provides transportation services to third-party natural gas producers, marketers, gathering companies, local distribution companies and other shippers.  Pursuant to transportation agreements and FERC tariff provisions, TransColorado offers its customers firm and interruptible transportation and interruptible park and loan services.  TransColorado also has the authority to negotiate rates with customers if it has first offered service to those customers under its reservation and commodity charge rate structure.
 
Rockies Express Pipeline
 
KMP operates and owns 50% of the 1,679-mile Rockies Express natural gas pipeline system, one of the largest natural gas pipelines constructed in North America in the last 25 years.  The Rockies Express system consists of the following three pipeline segments: (i) a 327-mile pipeline that extends from the Meeker Hub in northwest Colorado, across southern Wyoming to the Cheyenne Hub in Weld County, Colorado; (ii) a 713-mile pipeline from the Cheyenne Hub to an interconnect in Audrain County, Missouri; and (iii) a 639-mile pipeline from Audrain County, Missouri to Clarington, Ohio.  KMP’s ownership is through its 50% equity interest in Rockies Express Pipeline LLC, the sole owner of the Rockies Express pipeline system.  Sempra Pipelines & Storage, a unit of Sempra Energy, and ConocoPhillips each own 25% of Rockies Express Pipeline LLC.
 
The Rockies Express pipeline system is powered by 18 compressor stations totaling approximately 427,000 horsepower.  The system is capable of transporting 2.0 billion cubic feet per day of natural gas from Meeker, Colorado to the Cheyenne Market Hub in northeastern Colorado and 1.8 billion cubic feet per day from the Cheyenne Hub to the Clarington Hub in Monroe County in eastern Ohio.  Capacity on the Rockies Express system is nearly fully contracted under ten year firm service agreements with producers from the Rocky Mountain supply basin.  These agreements provide the pipeline with fixed monthly reservation revenues for the primary term of such contracts through 2019, with the exception of one agreement representing approximately 10% of the pipeline capacity that grants a shipper the one-time option to terminate effective late 2014.  With its connections to numerous other pipeline systems along its route, the Rockies Express system has access to almost all of the major gas supply basins in Wyoming, Colorado and eastern Utah.  Rockies Express is capable of delivering gas to multiple markets along its pipeline system, primarily through interconnects with other interstate pipeline companies and direct connects to local distribution companies.
 
Central Interstate Natural Gas Pipeline Group
 
KMP’s Central interstate natural gas pipeline group, which operates primarily in the Mid-Continent region of the United States, consists of the following four natural gas pipeline systems: (i) Trailblazer Pipeline; (ii) Kinder Morgan Louisiana Pipeline; (iii) KMP’s 50% ownership interest in the Midcontinent Express Pipeline; and (iv) KMP’s 50%
 

 
20

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
ownership interest in the Fayetteville Express Pipeline.
 
Trailblazer Pipeline Company LLC
 
KMP’s subsidiary, Trailblazer Pipeline Company LLC, referred to in this report as Trailblazer, owns the 436-mile Trailblazer natural gas pipeline system.  The Trailblazer pipeline system originates at an interconnection with Wyoming Interstate Company Ltd.’s pipeline system near Rockport, Colorado and runs through southeastern Wyoming to a terminus near Beatrice, Nebraska where it interconnects with NGPL’s and Northern Natural Gas Company’s pipeline systems.  NGPL manages, maintains and operates the Trailblazer system for KMP, for which it is reimbursed at cost.  Trailblazer offers its customers firm and interruptible transportation, and in 2011, it transported an average of approximately 717 million cubic feet per day of natural gas.  All of the system’s firm transport capacity is currently subscribed.
 
Kinder Morgan Louisiana Pipeline
 
KMP’s subsidiary, Kinder Morgan Louisiana Pipeline LLC owns the Kinder Morgan Louisiana natural gas pipeline system.  The pipeline system provides approximately 3.2 billion cubic feet per day of take-away natural gas capacity from the Cheniere Sabine Pass liquefied natural gas terminal located in Cameron Parish, Louisiana, and transports natural gas to various delivery points located in Cameron, Calcasieu, Jefferson Davis, Acadia, and Evangeline parishes in Louisiana. The system capacity is fully supported by 20 year take-or-pay customer commitments with Chevron and Total that expire in 2029.  The Kinder Morgan Louisiana pipeline system consists of two segments.  The first is a 132-mile, 42-inch diameter pipeline with firm capacity of approximately 2.0 billion cubic feet per day of natural gas that extends from the Sabine Pass terminal to a point of interconnection with an existing Columbia Gulf Transmission line in Evangeline Parish, Louisiana (an offshoot consists of approximately 2.3 miles of 24-inch diameter pipeline extending away from the 42-inch diameter line to the Florida Gas Transmission Company compressor station located in Acadia Parish, Louisiana).  The second segment is a one-mile, 36-inch diameter pipeline with firm capacity of approximately 1.2 billion cubic feet per day that extends from the Sabine Pass terminal and connects to NGPL’s natural gas pipeline. In 2011, KMP’s Kinder Morgan Louisiana pipeline system transported an average of approximately 21 million cubic feet per day of natural gas.
 
Midcontinent Express Pipeline LLC
 
KMP owns a 50% interest in Midcontinent Express Pipeline LLC, the sole owner of the approximate 500-mile Midcontinent Express natural gas pipeline system.  KMP also operates the Midcontinent Express pipeline system.  Regency Midcontinent Express LLC owns the remaining 50% ownership interest.  The Midcontinent Express pipeline system originates near Bennington, Oklahoma and extends eastward through Texas, Louisiana, and Mississippi, and terminates at an interconnection with the Transco Pipeline near Butler, Alabama.  It interconnects with numerous major pipeline systems and provides an important infrastructure link in the pipeline system moving natural gas supply from newly developed areas in Oklahoma and Texas into the United States’ eastern markets.
 
The pipeline system is comprised of approximately 30-miles of 30-inch diameter pipe, 275-miles of 42-inch diameter pipe and 197-miles of 36-inch diameter pipe.  Midcontinent Express also has four compressor stations and one booster station totaling approximately 144,500 horsepower.  It has two rate zones: (i) Zone 1 (which has a capacity of 1.8 billion cubic feet per day) beginning at Bennington and extending to an interconnect with Columbia Gulf Transmission near Delhi, in Madison Parish Louisiana and (ii) Zone 2 (which has a capacity of 1.2 billion cubic feet per day) beginning at Delhi and terminating at an interconnection with Transco Pipeline near the town of Butler in Choctaw County, Alabama.  Capacity on the  Midcontinent Express system is  99% contracted under long-term firm service agreements that expire between 2012 and 2021.  The majority of volume is contracted to producers moving supply from the Barnett shale and Oklahoma supply basins.
 
Fayetteville Express Pipeline LLC
 
KMP owns a 50% interest in Fayetteville Express Pipeline LLC, the sole owner of the Fayetteville Express natural gas pipeline system.  The 187-mile Fayetteville Express pipeline system originates in Conway County, Arkansas, continues eastward through White County, Arkansas, and terminates at an interconnect with Trunkline Gas Company’s pipeline in Panola County, Mississippi.  The system also interconnects with NGPL’s pipeline in White County, Arkansas, Texas Gas Transmission’s pipeline in Coahoma County, Mississippi, and ANR Pipeline Company’s pipeline in Quitman County, Mississippi.  On January 1, 2011, Fayetteville Express Pipeline LLC began firm contact pipeline transportation service to its customers.  Capacity on the Fayetteville Express system is over 90% contracted under long-term firm service agreements.
 

 
21

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Competition
 
The market for supply of natural gas is highly competitive, and new pipelines are currently being built to serve the growing demand for natural gas in each of the markets served by the pipelines in the Natural Gas Pipelines—KMP business segment.  These operations compete with interstate and intrastate pipelines, and their shippers, for attachments to new markets and supplies and for transportation, processing and treating services.  KMP believes the principal elements of competition in its various markets are transportation rates, terms of service and flexibility and reliability of service.  From time to time, other pipeline projects are proposed that would compete with KMP’s pipelines, and some proposed pipelines may deliver natural gas to markets it serves from new supply sources closer to those markets.  KMP does not know whether or when any such projects would be built, or the extent of their impact on its operations or profitability.
 
Shippers on KMP’s natural gas pipelines compete with other forms of energy available to their natural gas customers and end users, including electricity, coal, propane and fuel oils.  Several factors influence the demand for natural gas, including price changes, the availability of natural gas and other forms of energy, the level of business activity, conservation, legislation and governmental regulations, the ability to convert to alternative fuels and weather.
 
CO2—KMP
 
The CO2—KMP business segment consists of Kinder Morgan CO2 Company, L.P. and its consolidated affiliates, collectively referred to in this report as KMCO2.  The CO2—KMP business segment produces, transports, and markets carbon dioxide for use in enhanced oil recovery projects as a flooding medium for recovering crude oil from mature oil fields.  KMCO2’s carbon dioxide pipelines and related assets allow it to market a complete package of carbon dioxide supply, transportation and technical expertise to its customers.  KMCO2 also holds ownership interests in several oil-producing fields and owns a crude oil pipeline, all located in the Permian Basin region of West Texas.
 
Oil and Gas Producing Activities
 
Oil Producing Interests
 
KMCO2 holds ownership interests in oil-producing fields located in the Permian Basin of West Texas, including: (i) an approximate 97% working interest in the SACROC unit; (ii) an approximate 50% working interest in the Yates unit; (iii) an approximate 21% net profits interest in the H.T. Boyd unit; (iv) an approximate 65% working interest in the Claytonville unit; (v) an approximate 99% working interest in the Katz Strawn unit; and (vi) lesser interests in the Sharon Ridge unit, the Reinecke unit and the MidCross unit.
 
The SACROC unit is one of the largest and oldest oil fields in the United States using carbon dioxide flooding technology.  The field is comprised of approximately 56,000 acres located in the Permian Basin in Scurry County, Texas.  KMCO2 has expanded the development of the carbon dioxide project initiated by the previous owners and increased production and ultimate oil recovery over the last several years.  In 2011, the average purchased carbon dioxide injection rate at SACROC was 154 million cubic feet per day.  The average oil production rate for 2011 was approximately 28,600 barrels of oil per day (23,800 net barrels to KMCO2 per day).
 
The Yates unit is also one of the largest oil fields ever discovered in the United States.  The field is comprised of approximately 26,000 acres located about 90 miles south of Midland, Texas.  KMCO2’s plan over the last several years has been to maintain overall production levels and increase ultimate recovery from Yates by combining horizontal drilling with carbon dioxide injection to ensure a relatively steady production profile over the next several years.  In 2011, the average purchased carbon dioxide injection rate at SACROC was 107 million cubic feet per day, and during 2011, the Yates unit produced approximately 21,700 barrels of oil per day (9,600 net barrels to KMCO2 per day).
 
KMCO2 also operates and owns an approximate 65% gross working interest in the Claytonville oil field unit and operates and owns an approximate 99% working interest in the Katz Strawn unit, both located in the Permian Basin area of West Texas.  The Claytonville unit is located nearly 30 miles east of the SACROC unit, in Fisher County, Texas.  The unit produced approximately 200 gross barrels of oil per day during 2011 (100 net barrels to KMCO2 per day).  During 2011, the Katz Strawn unit produced approximately 500 barrels of oil per day (400 net barrels to KMCO2 per day).  In 2011, the average purchased carbon dioxide injection rate at the Katz Strawn unit was 46 million cubic feet per day.
 
The following table sets forth productive wells, service wells and drilling wells in the oil and gas fields in which KMP owned interests as of December 31, 2011.  The oil and gas producing fields in which KMP owns interests are located in the Permian Basin area of West Texas.  When used with respect to acres or wells, “gross” refers to the total acres or wells
 

 
22

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
in which KMP has a working interest, and “net” refers to gross acres or wells multiplied, in each case, by the percentage working interest owned by it:
 
   
Productive Wells (a)
   
Service Wells (b)
   
Drilling Wells (c)
 
   
Gross
   
Net
   
Gross
   
Net
   
Gross
   
Net
 
Crude Oil
    2,191       1,358       919       699       3       3  
Natural Gas
    5       2       -       -       -       -  
Total Wells
    2,196       1,360       919       699       3       3  
____________
 
(a)
Includes active wells and wells temporarily shut-in.  As of December 31, 2011, KMP did not operate any productive wells with multiple completions.
  
(b)
Consists of injection, water supply, disposal wells and service wells temporarily shut-in.  A disposal well is used for disposal of salt water into an underground formation; an injection well is a well drilled in a known oil field in order to inject liquids that enhance recovery.
  
(c)
Consists of development wells in the process of being drilled as of December 31, 2011. A development well is a well drilled in an already discovered oil field.

The following table reflects KMP’s net productive and dry wells that were completed in each of the years ended December 31, 2011, 2010 and 2009:
 
   
Year Ended December 31,
 
   
2011
   
2010
   
2009
 
Productive
                 
Development                                  
    85       70       42  
Exploratory                                  
    -       -       -  
Dry
                       
Development                                  
    -       -       -  
Exploratory                                  
    -       -       -  
Total Wells
    85       70       42  
____________
 
Note:
The above table includes wells that were completed during each year regardless of the year in which drilling was initiated, and does not include any wells where drilling operations were not completed as of the end of the applicable year.  A development well is a well drilled in an already discovered oil field.

The following table reflects the developed and undeveloped oil and gas acreage that KMP held as of December 31, 2011:
 
   
Gross
   
Net
 
Developed Acres
    74,240       69,558  
Undeveloped Acres
    8,788       8,129  
Total
    83,028       77,687  
____________
 
Note:
As of December 31, 2011, KMP has no material amount of acreage expiring in the next three years.

See Note 21 to our consolidated financial statements included elsewhere in this report for additional information with respect to operating statistics and supplemental information on KMP’s oil and gas producing activities.
 
Gas and Gasoline Plant Interests
 
KMCO2 operates and owns an approximate 22% working interest plus an additional 28% net profits interest in the Snyder gasoline plant.  KMCO2 also operates and owns a 51% ownership interest in the Diamond M gas plant and a 100% ownership interest in the North Snyder plant, all of which are located in the Permian Basin of West Texas.  The Snyder gasoline plant processes natural gas produced from the SACROC unit and neighboring carbon dioxide projects, specifically the Sharon Ridge and Cogdell units, all of which are located in the Permian Basin area of West Texas.  The Diamond M and the North Snyder plants contract with the Snyder plant to process natural gas.  Production of natural gas liquids at the Snyder gasoline plant during 2011 averaged approximately 16,600 gross barrels per day (8,300 net barrels to KMCO2 per day excluding the value associated to KMCO2‘s 28% net profits interest).
 

 
23

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Sales and Transportation Activities
 
Carbon Dioxide Reserves
 
KMCO2 owns approximately 45% of, and operates, the McElmo Dome unit in Colorado, which contains more than 6.6 trillion cubic feet of recoverable carbon dioxide.  It also owns approximately 87% of, and operates, the Doe Canyon Deep unit in Colorado, which contains more than 870 billion cubic feet of carbon dioxide.  For both units combined, compression capacity exceeds 1.4 billion cubic feet per day of carbon dioxide and during 2011, the two units produced approximately 1.25 billion cubic feet per day of carbon dioxide.
 
KMCO2 also owns approximately 11% of the Bravo Dome unit in New Mexico.  The Bravo Dome unit contains more than 800 billion cubic feet of recoverable carbon dioxide and produced approximately 300 million cubic feet of carbon dioxide per day in 2011.
 
KMP’s principal market for carbon dioxide is for injection into mature oil fields in the Permian Basin, where industry demand is expected to remain strong for the next several years.
 
Carbon Dioxide Pipelines
 
As a result of KMP’s 50% ownership interest in Cortez Pipeline Company, it owns a 50% equity interest in and operates the approximate 500-mile Cortez pipeline.  The pipeline carries carbon dioxide from the McElmo Dome and Doe Canyon source fields near Cortez, Colorado to the Denver City, Texas hub.  The Cortez pipeline transports over 1.2 billion cubic feet of carbon dioxide per day.  The tariffs charged by the Cortez pipeline are not regulated, but are based on a consent decree.
 
KMCO2’s Central Basin pipeline consists of approximately 143 miles of mainline pipe and 177 miles of lateral supply lines located in the Permian Basin between Denver City, Texas and McCamey, Texas.  The pipeline has an ultimate throughput capacity of 700 million cubic feet per day.  At its origination point in Denver City, the Central Basin pipeline interconnects with all three major carbon dioxide supply pipelines from Colorado and New Mexico, namely the Cortez pipeline (operated by KMCO2) and the Bravo and Sheep Mountain pipelines (operated by Oxy Permian).  Central Basin’s mainline terminates near McCamey, where it interconnects with the Canyon Reef Carriers pipeline and the Pecos pipeline.  The tariffs charged by the Central Basin pipeline are not regulated.
 
KMCO2’s Centerline carbon dioxide pipeline consists of approximately 113 miles of pipe located in the Permian Basin between Denver City, Texas and Snyder, Texas.  The pipeline has a capacity of 300 million cubic feet per day.  The tariffs charged by the Centerline pipeline are not regulated.
 
KMCO2’s Eastern Shelf carbon dioxide pipeline, which consists of approximately 91 miles of pipe located in the Permian Basin, begins near Snyder, Texas and ends west of Knox City, Texas.  The pipeline has a current capacity of 70 million cubic feet per day, expandable to 200 million cubic feet per day in the future.  The Eastern Shelf Pipeline system is currently flowing 56 million cubic feet per day.  The tariffs charged on the Eastern Shelf pipeline are not regulated.
 
KMCO2 also owns a 13% undivided interest in the 218-mile, Bravo pipeline, which delivers carbon dioxide from the Bravo Dome source field in northeast New Mexico to the Denver City hub and has a capacity of more than 350 million cubic feet per day.  Tariffs on the Bravo pipeline are not regulated.  Occidental Petroleum (81%) and XTO Energy (6%) hold the remaining ownership interests in the Bravo pipeline.
 
In addition, KMCO2 owns approximately 98% of the Canyon Reef Carriers pipeline and approximately 69% of the Pecos pipeline.  The Canyon Reef Carriers pipeline extends 139 miles from McCamey, Texas, to the SACROC unit in the Permian Basin.  The pipeline has a capacity of approximately 270 million cubic feet per day and makes deliveries to the SACROC, Sharon Ridge, Cogdell and Reinecke units.  The Pecos pipeline is a 25-mile pipeline that runs from McCamey to Iraan, Texas.  It has a capacity of approximately 120 million cubic feet per day and makes deliveries to the Yates unit.  The tariffs charged on the Canyon Reef Carriers and Pecos pipelines are not regulated.
 
The principal market for transportation on KMP’s carbon dioxide pipelines is to customers, including itself, using carbon dioxide for enhanced recovery operations in mature oil fields in the Permian Basin, where industry demand is expected to remain strong for the next several years.
 

 
24

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Crude Oil Pipeline
 
KMCO2’s owns the Kinder Morgan Wink Pipeline, a 450-mile Texas intrastate crude oil pipeline system consisting of three mainline sections, two gathering systems and numerous truck delivery stations.  The pipeline allows KMCO2 to better manage crude oil deliveries from its oil field interests in West Texas. KMCO2 has entered into a long-term throughput agreement with Western Refining Company, L.P. to transport crude oil into Western’s 120,000 barrel per day refinery located in El Paso, Texas.  The throughput agreement expires in 2034.  The 20-inch diameter pipeline segment that runs from Wink to El Paso, Texas has a total capacity of 130,000 barrels of crude oil per day, and it transported approximately 112,000 barrels of oil per day in 2011.  The Kinder Morgan Wink Pipeline is regulated by both the FERC and the Texas Railroad Commission.
 
Competition
 
KMP’s primary competitors for the sale of carbon dioxide include suppliers that have an ownership interest in McElmo Dome, Bravo Dome and Sheep Mountain carbon dioxide reserves, and Petro-Source Carbon Company, which gathers waste carbon dioxide from natural gas production in the Val Verde Basin of West Texas.  KMP’s ownership interests in the Central Basin, Cortez and Bravo pipelines are in direct competition with other carbon dioxide pipelines.  KMP also competes with other interest owners in the McElmo Dome unit and the Bravo Dome unit for transportation of carbon dioxide to the Denver City, Texas market area.
 
Terminals—KMP
 
The Terminals—KMP business segment includes the operations of KMP’s petroleum, chemical and other liquids terminal facilities (other than those included in the Products Pipelines—KMP business segment) and all of its coal, petroleum coke, fertilizer, steel, ores and other dry-bulk material services facilities, including all transload, engineering, conveying and other in-plant services.  Combined, the segment is composed of approximately 115 owned or operated liquids and bulk terminal facilities and approximately 35 rail transloading and materials handling facilities.  The terminals are located throughout the United States and in portions of Canada. KMP believes the location of its facilities and its ability to provide flexibility to customers helps keep customers at KMP terminals and provides it opportunities for expansion.  KMP often classifies its terminal operations based on their handling of either liquids or bulk material products.
 
Liquids Terminals
 
KMP’s liquids terminals operations primarily store refined petroleum products, petrochemicals, ethanol, industrial chemicals and vegetable oil products in aboveground storage tanks and transfer products to and from pipelines, vessels, tank trucks, tank barges, and tank railcars.  Combined, KMP’s approximately 25 liquids terminals facilities possess liquids storage capacity of approximately 60.2 million barrels, and in 2011, these terminals handled approximately 616 million barrels of liquids products, including petroleum products, ethanol and chemicals.
 
Bulk Terminals
 
KMP’s bulk terminal operations primarily involve dry-bulk material handling services. KMP also provides conveyor manufacturing and installation, engineering and design services, and in-plant services covering material handling, conveying, maintenance and repair, truck-railcar-marine transloading, railcar switching and miscellaneous marine services.  KMP owns or operates approximately 90 dry-bulk terminals in the United States and Canada, and combined, its dry-bulk and material transloading facilities (described below) handled approximately 100.6 million tons of coal, petroleum coke, fertilizers, steel, ores and other dry-bulk materials in 2011.
 
Materials Services (rail transloading)
 
KMP’s materials services operations include rail or truck transloading shipments from one medium of transportation to another conducted at approximately 35 owned and non-owned facilities.  The Burlington Northern Santa Fe, CSX, Norfolk Southern, Union Pacific, Kansas City Southern and A&W railroads provide rail service for these terminal facilities.  Approximately 50% of the products handled are liquids, including an entire spectrum of liquid chemicals, and the rest are dry-bulk products.  Many of the facilities are equipped for bi-modal operation (rail-to-truck, and truck-to-rail) or connect via pipeline to storage facilities.  Several facilities provide railcar storage services.  KMP also designs and builds transloading facilities, performs inventory management services, and provides value-added services such as blending, heating and sparging.
 

 
25

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Competition
 
KMP is one of the largest independent operators of liquids terminals in the United States, based on barrels of liquids terminaling capacity.  KMP’s liquids terminals compete with other publicly or privately held independent liquids terminals, and terminals owned by oil, chemical and pipeline companies.  KMP’s bulk terminals compete with numerous independent terminal operators, terminals owned by producers and distributors of bulk commodities, stevedoring companies and other industrial companies opting not to outsource terminal services.  In some locations, KMP’s competitors are smaller, independent operators with lower cost structures.  KMP’s rail transloading (material services) operations compete with a variety of single- or multi-site transload, warehouse and terminal operators across the United States.  KMP’s ethanol rail transload operations compete with a variety of ethanol handling terminal sites across the United States, many offering waterborne service, truck loading, and unit train capability serviced by Class 1 rail carriers.
 
Kinder Morgan Canada—KMP
 
The Kinder Morgan Canada—KMP business segment includes the Trans Mountain pipeline system, KMP’s ownership of a one-third interest in the Express pipeline system, and the 25-mile Jet Fuel pipeline system.  The weighted average remaining life of the shipping contracts on these pipeline systems was approximately two years as of December 31, 2011.
 
Trans Mountain Pipeline System
 
The Trans Mountain pipeline system originates at Edmonton, Alberta and transports crude oil and refined petroleum products to destinations in the interior and on the west coast of British Columbia.  Trans Mountain’s pipeline is 715 miles in length. KMP also owns a connecting pipeline that delivers crude oil to refineries in the state of Washington.  The capacity of the line at Edmonton ranges from 300,000 barrels per day when heavy crude represents 20% of the total throughput (which is a historically normal heavy crude percentage), to 400,000 barrels per day with no heavy crude.  Trans Mountain is the sole pipeline carrying crude oil and refined petroleum products from Alberta to the west coast.  KMP believes these facilities provide it the opportunity to consider capacity expansions to the west coast, either in stages or as one project, as the market for offshore exports continues to develop.
 
In 2011, Trans Mountain delivered an average of 274,000 barrels per day.  The crude oil and refined petroleum products transported through Trans Mountain’s pipeline system originates in Alberta and British Columbia.  The refined and partially refined petroleum products transported to Kamloops, British Columbia and Vancouver originates from oil refineries located in Edmonton.  Petroleum products delivered through Trans Mountain’s pipeline system are used in markets in British Columbia, Washington State and elsewhere offshore.
 
Trans Mountain also operates a 5.3 mile spur line from its Sumas Pump Station to the U.S. – Canada international border where it connects with KMP’s approximate 63-mile, 16-inch to 20-inch diameter Puget Sound pipeline system.  The Puget Sound pipeline system in the state of Washington has a sustainable throughput capacity of approximately 135,000 barrels per day when heavy crude represents approximately 25% of throughput, and it connects to four refineries located in northwestern Washington State.  The volumes of crude oil shipped to the state of Washington fluctuate in response to the price levels of Canadian crude oil in relation to crude oil produced in Alaska and other offshore sources.
 
In January 2012, Trans Mountain completed negotiations with the Canadian Association of Petroleum Producers for a new negotiated toll settlement effective for the period beginning January 1, 2012 and ending December 31, 2012.  Trans Mountain anticipates National Energy Board approval in the second quarter of 2012.
 
Express and Jet Fuel Pipeline Systems
 
KMP owns a one-third ownership interest in the Express pipeline system, and a subordinated debenture issued by Express US Holdings LP, the partnership that maintains ownership of the U.S. portion of the Express pipeline system.  KMP operates the Express pipeline system and accounts for its one-third investment under the equity method of accounting.  The Express pipeline system is a batch-mode, common-carrier, crude oil pipeline system comprised of the Express Pipeline and the Platte Pipeline, collectively referred to in this report as the Express pipeline system.  The approximate 1,700-mile integrated oil transportation pipeline connects Canadian and United States producers to refineries located in the U.S. Rocky Mountain and Midwest regions.
 
The Express Pipeline is a 780-mile, 24-inch diameter pipeline that begins at the crude oil pipeline terminal at Hardisty, Alberta and terminates at the Casper, Wyoming facilities of the Platte Pipeline.  The Express Pipeline has a design capacity of 280,000 barrels per day.  Receipts at Hardisty averaged 175,000 barrels per day in 2011.
 

 
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Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
The Platte Pipeline is a 926-mile, 20-inch diameter pipeline that runs from the crude oil pipeline terminal at Casper, Wyoming to refineries and interconnecting pipelines in the Wood River, Illinois area.  The Platte Pipeline has a current capacity of approximately 150,000 barrels per day downstream of Casper, Wyoming and approximately 140,000 barrels per day downstream of Guernsey, Wyoming.  Platte deliveries averaged 148,000 barrels per day in 2011.
 
KMP also owns and operates the approximate 25-mile aviation fuel pipeline that serves the Vancouver International Airport, located in Vancouver, British Columbia, Canada.  The turbine fuel pipeline is referred to in this report as the Jet Fuel pipeline system.  In addition to its receiving and storage facilities located at the Westridge Marine terminal, located in Port Metro Vancouver, the Jet Fuel pipeline system’s operations include a terminal at the Vancouver airport that consists of five jet fuel storage tanks with an overall capacity of 15,000 barrels.
 
Competition.
 
Trans Mountain and the Express pipeline system are each one of several pipeline alternatives for western Canadian crude oil and refined petroleum production, and each competes against other pipeline providers.
 
NGPL PipeCo LLC
 
We own a 20% interest in NGPL PipeCo LLC and account for our interest as an equity method investment.  We continue to operate NGPL PipeCo LLC’s assets pursuant to an operations and reimbursement agreement effective through February 15, 2023.  NGPL PipeCo LLC owns a major interstate gas pipeline and storage system consisting primarily of two major interconnected natural gas transmission pipelines terminating in the Chicago, Illinois metropolitan area. NGPL’s Amarillo Line originates in the West Texas and New Mexico producing areas and is comprised of approximately 4,400 miles of mainline and various small-diameter pipelines. Its other major pipeline, the Gulf Coast Line, originates in the Gulf Coast areas of Texas and Louisiana and consists of approximately 4,100 miles of mainline and various small-diameter pipelines.  These two main pipelines are connected at points in Texas and Oklahoma by NGPL’s approximately 800-mile Amarillo/Gulf Coast pipeline.
 
NGPL is one of the nation’s largest natural gas storage operators with approximately 600 billion cubic feet of total natural gas storage capacity, approximately 278 billion cubic feet of working gas capacity and over 4.3 billion cubic feet per day of peak deliverability from its storage facilities, which are located in major supply areas and near the markets it serves.  NGPL owns and operates 13 underground storage reservoirs in eight field locations in four states.  These storage assets complement its pipeline facilities and allow it to optimize pipeline deliveries and meet peak delivery requirements in its principal markets.
 
Competition
 
NGPL competes with other transporters of natural gas in virtually all of the markets it serves including the Chicago area, which is the northern terminus of NGPL’s two major pipeline segments and its largest market.  These competitors include both interstate and intrastate natural gas pipelines that source gas from multiple supply basins in the U.S. and Canada, and serve multiple markets.  From time to time, other pipelines are proposed which would compete with NGPL. We cannot predict whether or when any such pipeline might be built, or its impact on NGPL’s operations or profitability.
 
Major Customers
 
Our total operating revenues are derived from a wide customer base. For each of the years ended December 31, 2011, 2010 and 2009, no revenues from transactions with a single external customer accounted for 10% or more of our total consolidated revenues.  KMP’s Texas intrastate natural gas pipeline group buys and sells significant volumes of natural gas within the state of Texas, and, to a far lesser extent, the CO2—KMP business segment also sells natural gas.  Combined, total revenues from the sales of natural gas from the Natural Gas Pipelines—KMP and CO2—KMP business segments in 2011, 2010 and 2009 accounted for 40.4%, 44.1% and 43.7%, respectively, of our total consolidated revenues.  To the extent possible, KMP attempts to balance the pricing and timing of its natural gas purchases to its natural gas sales, and these contracts are often settled in terms of an index price for both purchases and sales.  We do not believe that a loss of revenues from any single customer would have a material adverse effect on our business, financial position, results of operations or cash flows.
 

 
27

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

   
Regulation
 
Interstate Common Carrier Refined Petroleum Products and Oil Pipeline Rate Regulation – U.S. Operations
 
Some of our U.S. refined petroleum products and crude oil pipelines are interstate common carrier pipelines, subject to regulation by the FERC under the Interstate Commerce Act, or ICA.  The ICA requires that we maintain our tariffs on file with the FERC.  Those tariffs set forth the rates we charge for providing transportation services on our interstate common carrier pipelines as well as the rules and regulations governing these services.  The ICA requires, among other things, that such rates on interstate common carrier pipelines be “just and reasonable” and nondiscriminatory.  The ICA permits interested persons to challenge newly proposed or changed rates and authorizes the FERC to suspend the effectiveness of such rates for a period of up to seven months and to investigate such rates.  If, upon completion of an investigation, the FERC finds that the new or changed rate is unlawful, it is authorized to require the carrier to refund the revenues in excess of the prior tariff collected during the pendency of the investigation.  The FERC also may investigate, upon complaint or on its own motion, rates that are already in effect and may order a carrier to change its rates prospectively.  Upon an appropriate showing, a shipper may obtain reparations for damages sustained during the two years prior to the filing of a complaint.
 
On October 24, 1992, Congress passed the Energy Policy Act of 1992.  The Energy Policy Act deemed petroleum products pipeline tariff rates that were in effect for the 365-day period ending on the date of enactment or that were in effect on the 365th day preceding enactment and had not been subject to complaint, protest or investigation during the 365-day period to be just and reasonable or “grandfathered” under the ICA.  The Energy Policy Act also limited the circumstances under which a complaint can be made against such grandfathered rates.  Certain rates on KMP’s Pacific operations’ pipeline system were subject to protest during the 365-day period established by the Energy Policy Act.  Accordingly, certain of the Pacific pipelines’ rates have been, and continue to be, the subject of complaints with the FERC, as is more fully described in Note 16 to our consolidated financial statements included elsewhere in this report.
 
Petroleum products pipelines may change their rates within prescribed ceiling levels that are tied to an inflation index.  Shippers may protest rate increases made within the ceiling levels, but such protests must show that the portion of the rate increase resulting from application of the index is substantially in excess of the pipeline’s increase in costs from the previous year.  A pipeline must, as a general rule, utilize the indexing methodology to change its rates.  Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates.
 
Common Carrier Pipeline Rate Regulation – Canadian Operations
 
The Canadian portion of KMP’s crude oil and refined petroleum products pipeline systems is under the regulatory jurisdiction of Canada’s National Energy Board, referred to in this report as the NEB.  The National Energy Board Act gives the NEB power to authorize pipeline construction and to establish tolls and conditions of service.
 
Trans Mountain Pipeline.  KMP’s subsidiary, Trans Mountain Pipeline, L.P., previously had a one-year toll settlement with shippers that expired on December 31, 2011.  In January 2012, Trans Mountain Pipeline completed negotiations with the Canadian Association of Petroleum Producers for a new negotiated toll settlement for KMP’s Trans Mountain Pipeline to be effective for 2012.  Trans Mountain anticipates approval from the NEB in the second quarter of 2012.  The toll charged for the portion of Trans Mountain’s pipeline system located in the United States falls under the jurisdiction of the FERC.  See “—Interstate Common Carrier Refined Petroleum Products and Oil Pipeline Rate Regulation – U.S. Operations.”
 
Express Pipeline.  The Canadian segment of the Express Pipeline is regulated by the NEB as a Group 2 pipeline, which results in rates and terms of service being regulated on a complaint basis only.  Express committed contract rates are subject to a 2% inflation adjustment April 1 of each year.  The U.S. segment of the Express Pipeline and the Platte Pipeline are regulated by the FERC.  See “—Interstate Common Carrier Refined Petroleum Products and Oil Pipeline Rate Regulation – U.S. Operations.”  Additionally, movements on the Platte Pipeline within the state of Wyoming are regulated by the Wyoming Public Service Commission, which regulates the tariffs and terms of service of public utilities that operate in the state of Wyoming.  The Wyoming Public Service Commission standards applicable to rates are similar to those of the FERC and the NEB.
 
Interstate Natural Gas Transportation and Storage Regulation
 
Posted tariff rates set the general range of maximum and minimum rates we charge shippers on our interstate natural gas pipelines.  Within that range, each pipeline is permitted to charge discounted rates to meet competition, so long as
 

 
28

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K


such discounts are offered to all similarly situated shippers and granted without undue discrimination.  Apart from discounted rates offered within the range of tariff maximums and minimums, the pipeline is permitted to offer negotiated rates where the pipeline and shippers want rate certainty, irrespective of changes that may occur to the range of tariff-based maximum and minimum rate levels.  Negotiated rates provide certainty to the pipeline and the shipper of a fixed rate during the term of the transportation agreement, regardless of changes to the posted tariff rates.  There are a variety of rates that different shippers may pay, and while rates may vary by shipper and circumstance, the terms and conditions of pipeline transportation and storage services are not generally negotiable.
 
The FERC regulates the rates, terms and conditions of service, construction and abandonment of facilities by companies performing interstate natural gas transportation services, including storage services, under the Natural Gas Act of 1938.  To a lesser extent, the FERC regulates interstate transportation rates, terms and conditions of service under the Natural Gas Policy Act of 1978. Beginning in the mid-1980’s, through the mid-1990’s, the FERC initiated a number of regulatory changes intended to create a more competitive environment in the natural gas marketplace. Among the most important of these changes were:
 
 
Order No. 436 (1985) which required open-access, nondiscriminatory transportation of natural gas;
 
 
Order No. 497 (1988) which set forth new standards and guidelines imposing certain constraints on the interaction between interstate natural gas pipelines and their marketing affiliates and imposing certain disclosure requirements regarding that interaction; and
 
 
Order No. 636 (1992) which required interstate natural gas pipelines that perform open-access transportation under blanket certificates to “unbundle” or separate their traditional merchant sales services from their transportation and storage services and to provide comparable transportation and storage services with respect to all natural gas supplies.  Natural gas pipelines must now separately state the applicable rates for each unbundled service they provide (i.e., for the natural gas commodity, transportation and storage).
 
The FERC also promulgates certain standards of conduct that apply uniformly to interstate natural gas pipelines and public utilities.  In light of the changing structure of the energy industry, these standards of conduct govern employee relationships—using a functional approach—to ensure that natural gas transmission is provided on a nondiscriminatory basis.  Pursuant to the FERC’s standards of conduct, a natural gas transmission provider is prohibited from disclosing to a marketing function employee non-public information about the transmission system or a transmission customer.  Additionally, no-conduit provisions prohibit a transmission function provider from disclosing non-public information to marketing function employees by using a third party conduit.
 
The FERC standards of conduct address and clarify multiple issues, including (i) the definition of transmission function and transmission function employees; (ii) the definition of marketing function and marketing function employees; (iii) the definition of transmission function information; (iv) independent functioning; (v) transparency; and (vi) the interaction of FERC standards with the North American Energy Standards Board business practice standards.  Rules also require that a transmission provider provide annual training on the standards of conduct to all transmission function employees, marketing function employees, officers, directors, supervisory employees, and any other employees likely to become privy to transmission function information.
 
In addition to regulatory changes initiated by the FERC, the U.S. Congress passed the Energy Policy Act of 2005. Among other things, the Energy Policy Act amended the Natural Gas Act to: (i) prohibit market manipulation by any entity; (ii) direct the FERC to facilitate market transparency in the market for sale or transportation of physical natural gas in interstate commerce; and (iii) significantly increase the penalties for violations of the Natural Gas Act, the Natural Gas Policy Act of 1978, or FERC rules, regulations or orders thereunder.
 
California Public Utilities Commission Rate Regulation
 
The intrastate common carrier operations of KMP’s Pacific operations’ pipelines in California are subject to regulation by the California Public Utilities Commission, referred to in this report as the CPUC, under a “depreciated book plant” methodology, which is based on an original cost measure of investment.  Intrastate tariffs filed by KMP with the CPUC have been established on the basis of revenues, expenses and investments allocated as applicable to the California intrastate portion of the Pacific operations’ business.  Tariff rates with respect to intrastate pipeline service in California are subject to challenge by complaint by interested parties or by independent action of the CPUC.  A variety of factors can affect the rates of return permitted by the CPUC, and certain other issues similar to those which have arisen with respect to KMP’s FERC regulated rates also could arise with respect to its intrastate rates.  Certain of the Pacific operations’ pipeline rates have been, and continue to be, subject to complaints with the CPUC, as is more fully described in Note 16 to our consolidated financial statements included elsewhere in this report.
 

 
29

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
Texas Railroad Commission Rate Regulation
 
The intrastate operations of our natural gas and crude oil pipelines in Texas are subject to regulation with respect to such intrastate transportation by the Texas Railroad Commission.  The Texas Railroad Commission has the authority to regulate our transportation rates, though it generally has not investigated the rates or practices of our intrastate pipelines in the absence of shipper complaints.
 
Safety Regulation
 
Our interstate pipelines are subject to regulation by the United States Department of Transportation, referred to in this report as the U.S. DOT, and our intrastate pipelines and other operations are subject to comparable state regulations with respect to their design, installation, testing, construction, operation, replacement and management.  Comparable regulation exists in some states in which we conduct pipeline operations.  In addition, our truck and terminal loading facilities are subject to U.S. DOT regulations dealing with the transportation of hazardous materials by motor vehicles and railcars.
 
On September 15, 2010, the secretary of the U.S. DOT sent to the U.S. Congress proposed legislation to provide stronger oversight of the nation’s pipelines and to increase the penalties for violations of pipeline safety rules.  The proposed legislation entitled “Strengthening Pipeline Safety and Enforcement Act of 2010,” would, among other things, increase the maximum fine for the most serious violations from $1 million to $2.5 million, provide additional resources for the enforcement program, require a review of whether safety requirements for “high consequence areas” should be applied instead to entire pipelines, eliminate exemptions and ensure standards are in place for bio-fuel and carbon dioxide pipelines.
 
The Pipeline Safety Improvement Act of 2002 provides guidelines in the areas of testing, education, training and communication.  The Pipeline Safety Improvement Act requires pipeline companies to perform integrity tests on natural gas transmission pipelines that exist in high population density areas that are designated as “high consequence areas.”  Testing consists of hydrostatic testing, internal magnetic flux or ultrasonic testing, or direct assessment of the piping.  In addition to the pipeline integrity tests, pipeline companies must implement a qualification program to make certain that employees are properly trained.  A similar integrity management rule exists for refined petroleum products pipelines.
 
We are also subject to the requirements of the Federal Occupational Safety and Health Act and other comparable federal and state statutes that address employee health and safety.  In general, we expect to increase expenditures in the future to comply with higher industry and regulatory safety standards; however, such increases in our expenditures, and the extent to which they might be offset, cannot be accurately estimated at this time.
 
State and Local Regulation
 
Our activities are subject to various state and local laws and regulations, as well as orders of regulatory bodies, governing a wide variety of matters, including marketing, production, pricing, pollution, protection of the environment, and human health and safety.
 
Environmental Matters
 
Our business operations are subject to federal, state, provincial and local laws and regulations relating to environmental protection, pollution and human health and safety in the United States and Canada.  For example, if an accidental leak, release or spill of liquid petroleum products, chemicals or other hazardous substances occurs at or from our pipelines, or at or from our storage or other facilities, we may experience significant operational disruptions, and we may have to pay a significant amount to clean up the leak, release or spill, pay for government penalties, address natural resource damages, compensate for human exposure or property damage, install costly pollution control equipment or a combination of these and other measures.  Furthermore, new projects may require approvals and environmental analysis under federal and state laws, including the National Environmental Policy Act and the Endangered Species Act.  The resulting costs and liabilities could materially and negatively affect our business, financial condition, results of operations and cash flows.  In addition, emission controls required under federal, state and provincial environmental laws could require significant capital expenditures at our facilities.
 
Environmental and human health and safety laws and regulations are subject to change.  The clear trend in environmental regulation is to place more restrictions and limitations on activities that may be perceived to affect the environment, wildlife, natural resources and human health.  There can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance or remediation, and actual future expenditures may be
 

 
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Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K


different from the amounts we currently anticipate.  Revised or additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
 
In accordance with U.S. generally accepted accounting principles, we accrue liabilities for environmental matters when it is probable that obligations have been incurred and the amounts can be reasonably estimated.  This policy applies to assets or businesses currently owned or previously disposed.  We have accrued liabilities for probable environmental remediation obligations at various sites, including multiparty sites where the U.S. Environmental Protection Agency, referred to in this report as the U.S. EPA, or similar state or Canadian agency has identified us as one of the potentially responsible parties.  The involvement of other financially responsible companies at these multiparty sites could increase or mitigate our actual joint and several liability exposures.
 
We believe that the ultimate resolution of these environmental matters will not have a material adverse effect on our business, financial position, results of operations or cash flows.  However, it is possible that our ultimate liability with respect to these environmental matters could exceed the amounts accrued in an amount that could be material to our business, financial position, results of operations or cash flows in any particular reporting period.  We have accrued an environmental reserve in the amount of $79.7 million as of December 31, 2011.  Our reserve estimates range in value from approximately $79.7 million to approximately $134.7 million, and we recorded our liability equal to the low end of the range, as we did not identify any amounts within the range as a better estimate of the liability.  For additional information related to environmental matters, see Note 16 to our consolidated financial statements included elsewhere in this report.
 
Hazardous and Non-Hazardous Waste
 
We generate both hazardous and non-hazardous wastes that are subject to the requirements of the Federal Resource Conservation and Recovery Act and comparable state and Canadian statutes.  From time to time, the U.S. EPA and state and Canadian regulators consider the adoption of stricter disposal standards for non-hazardous waste.  Furthermore, it is possible that some wastes that are currently classified as non-hazardous, which could include wastes currently generated during our pipeline or liquids or bulk terminal operations, may in the future be designated as hazardous wastes.  Hazardous wastes are subject to more rigorous and costly handling and disposal requirements than non-hazardous wastes.  Such changes in the regulations may result in additional capital expenditures or operating expenses for us.
 
Superfund
 
The Comprehensive Environmental Response, Compensation and Liability Act, also known as CERCLA or the Superfund law, and analogous state laws, impose joint and several liability, without regard to fault or the legality of the original conduct, on certain classes of potentially responsible persons for releases of hazardous substances into the environment.  These persons include the owner or operator of a site and companies that disposed or arranged for the disposal of the hazardous substances found at the site.  CERCLA authorizes the U.S. EPA and, in some cases, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur, in addition to compensation for natural resource damages, if any.  Although petroleum is excluded from CERCLA’s definition of a hazardous substance, in the course of our ordinary operations, we have and will generate materials that may fall within the definition of hazardous substance.  By operation of law, if we are determined to be a potentially responsible person, we may be responsible under CERCLA for all or part of the costs required to clean up sites at which such materials are present, in addition to compensation for natural resource damages, if any.
 
Clean Air Act
 
Our operations are subject to the Clean Air Act, its implementing regulations, and analogous state and Canadian statutes and regulations.  We believe that the operations of our pipelines, storage facilities and terminals are in substantial compliance with such statutes.  The U.S. EPA adopted new regulations under the Clean Air Act that took effect in early 2011 and that establish requirements for the monitoring, reporting, and control of greenhouse gas emissions from stationary sources.  These regulations contain lengthy, complex provisions that may result in the imposition over the next several years of certain pollution control requirements with respect to air emissions from the operations of our pipelines, treating and processing facilities, storage facilities, terminals and wells.  Depending on the nature of those requirements and any additional requirements that may be imposed by state and local regulatory authorities, we may be required to incur capital and operating expenditures over the next several years for air pollution control equipment in connection with maintaining or obtaining operating permits and approvals and addressing other air emission-related issues.  At this time, we are unable to fully estimate the effect on earnings or operations or the amount and timing of such required capital
 

 
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Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K


expenditures; however, we do not believe that we will be materially adversely affected by any such requirements.
 
Clean Water Act
 
Our operations can result in the discharge of pollutants.  The Federal Water Pollution Control Act of 1972, as amended, also known as the Clean Water Act, and analogous state laws impose restrictions and controls regarding the discharge of pollutants into state waters or waters of the United States.  The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by applicable federal, state or Canadian authorities.  The Oil Pollution Act was enacted in 1990 and amends provisions of the Clean Water Act pertaining to prevention and response to oil spills.  Spill prevention control and countermeasure requirements of the Clean Water Act and some state and Canadian laws require containment and similar structures to help prevent contamination of navigable waters in the event of an overflow or release.
 
Climate Change
 
Studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases, may be contributing to warming of the Earth’s atmosphere.  Methane, a primary component of natural gas, and carbon dioxide, which is naturally occurring and also a byproduct of the burning of natural gas, are examples of greenhouse gases.  It is not possible at this time to predict what action, if any, the U.S. Congress may take in regard to greenhouse gas legislation.
 
As discussed above under “—Clean Air Act,” the U.S. EPA adopted new regulations under the Clean Air Act that took effect in early 2011 and that establish requirements for the monitoring, reporting, and control of greenhouse gas emissions from stationary sources.  These regulations include the reporting of greenhouse gas emissions in the United States from specified large greenhouse gas emission sources, fractionated natural gas liquids, and the production of naturally occurring carbon dioxide, like KMP’s McElmo Dome carbon dioxide field, even when such production is not emitted to the atmosphere.
 
Because KMP’s operations, including the compressor stations and gas processing plants in the Natural Gas Pipelines—KMP business segment, emit various types of greenhouse gases, primarily methane and carbon dioxide, such legislation or regulation could increase the costs related to operating and maintaining the facilities and require us to install new emission controls on the facilities, acquire allowances for the greenhouse gas emissions, pay taxes related to the greenhouse gas emissions and administer and manage a greenhouse gas emissions program.  KMP is not able at this time to estimate such increased costs; however, they could be significant.  While KMP may be able to include some or all of such increased costs in the rates charged by its natural gas pipelines, such recovery of costs is uncertain in all cases and may depend on events beyond its control including the outcome of future rate proceedings before the FERC and the provisions of any final legislation or other regulations.  Any of the foregoing could have adverse effects on our business, financial position, results of operations or cash flows.
 
Some climatic models indicate that global warming is likely to result in rising sea levels, increased intensity of hurricanes and tropical storms, and increased frequency of extreme precipitation and flooding.  We may experience increased insurance premiums and deductibles, or a decrease in available coverage, for our assets in areas subject to severe weather.  To the extent these phenomena occur, they could damage our physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone regions.  However, the timing and location of these climate change impacts is not known with any certainty and, in any event, these impacts are expected to manifest themselves over a long time horizon.  Thus, we are not in a position to say whether the physical impacts of climate change pose a material risk to our business, financial position, results of operations or cash flows.
 
Because natural gas emits less greenhouse gas emissions per unit of energy than competing fossil fuels, cap-and-trade legislation or U.S. EPA regulatory initiatives could stimulate demand for natural gas by increasing the relative cost of fuels such as coal and oil.  In addition, we anticipate that greenhouse gas regulations will increase demand for carbon sequestration technologies, such as the techniques we have successfully demonstrated in our enhanced oil recovery operations within the CO2—KMP business segment.  However, these positive effects on our markets may be offset if these same regulations also cause the cost of natural gas to increase relative to competing non-fossil fuels.  Although the magnitude and direction of these impacts cannot now be predicted, greenhouse gas regulations could have material adverse effects on our business, financial position, results of operations or cash flows.
 
Department of Homeland Security
 
In Section 550 of the Homeland Security Appropriations Act of 2007, the U.S. Congress gave the Department of Homeland Security, referred to in this report as the DHS, regulatory authority over security at certain high-risk chemical
 

 
32

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K


facilities.  Pursuant to its congressional mandate, on April 9, 2007, the DHS promulgated the Chemical Facility Anti-Terrorism Standards and required all high-risk chemical and industrial facilities, including oil and gas facilities, to comply with the regulatory requirements of these standards.  This process includes completing security vulnerability assessments, developing site security plans, and implementing protective measures necessary to meet DHS-defined, risk based performance standards.  The DHS has not provided final notice to all facilities that it determines to be high risk and subject to the rule; therefore, neither the extent to which our facilities may be subject to coverage by the rules nor the associated costs to comply can currently be determined, but it is possible that such costs could be substantial.
 
Other
 
Employees
 
We employed 8,120 full-time people at December 31, 2011, including employees of our indirect subsidiary KMGP Services Company, Inc., who are dedicated to the operations of KMP, and employees of Kinder Morgan Canada Inc.  Approximately 833 full-time hourly personnel at certain terminals and pipelines are represented by labor unions under collective bargaining agreements that expire between 2012 and 2016.  We, KMGP Services Company, Inc., and Kinder Morgan Canada Inc. each consider relations with our employees to be good.  For more information on our related party transactions, see Note 11 to our consolidated financial statements included elsewhere in this report.
 
KMGP Services Company, Inc., a subsidiary of Kinder Morgan G.P., Inc., provides employees and Kinder Morgan Services LLC, a subsidiary of KMR, provides centralized payroll and employee benefits services to KMR, KMP and KMP’s operating partnerships and subsidiaries (collectively, “the Group”).  Employees of KMGP Services Company, Inc. are assigned to work for one or more members of the Group.  The direct costs of compensation, benefits expenses, employer taxes and other employer expenses for these employees are allocated and charged by Kinder Morgan Services LLC to the appropriate members of the Group, and the members of the Group reimburse their allocated shares of these direct costs.  No profit or margin is charged by Kinder Morgan Services LLC to the members of the Group.  Our human resources department provides the administrative support necessary to implement these payroll and benefits services, and the related administrative costs are allocated to members of the Group in accordance with existing expense allocation procedures.  The effect of these arrangements is that each member of the Group bears the direct compensation and employee benefits costs of its assigned or partially assigned employees, as the case may be, while also bearing its allocable share of administrative costs.  Pursuant to its limited partnership agreement, KMP provides reimbursement for its share of these administrative costs and such reimbursements are accounted for as described above.  KMP reimburses KMR with respect to the costs incurred or allocated to KMR in accordance with KMP’s limited partnership agreement, the Delegation of Control Agreement among Kinder Morgan G.P., Inc., KMR, KMP and others, and KMR’s limited liability company agreement.
 
Our named executive officers and other employees that provide management or services to us and the Group are employed by us.  Additionally, other of our employees assist KMP in the operation of its Natural Gas Pipeline assets.  These employees’ expenses are allocated without a profit component between us and the appropriate members of the Group.
 
Properties
 
We believe that we have generally satisfactory title to the properties we own and use in our businesses, subject to liens for current taxes, liens incident to minor encumbrances, and easements and restrictions, which do not materially detract from the value of such property, the interests in those properties or the use of such properties in our businesses.  Our terminals, storage facilities, treating and processing plants, regulator and compressor stations, oil and gas wells, offices and related facilities are located on real property owned or leased by us.  In some cases, the real property we lease is on federal, state, provincial or local government land.
 
We generally do not own the land on which our pipelines are constructed.  Instead, we obtain the right to construct and operate the pipelines on other people’s land for a period of time.  Substantially all of our pipelines are constructed on rights-of-way granted by the apparent record owners of such property.  In many instances, lands over which rights-of-way have been obtained are subject to prior liens that have not been subordinated to the right-of-way grants.  In some cases, not all of the apparent record owners have joined in the right-of-way grants, but in substantially all such cases, signatures of the owners of a majority of the interests have been obtained.  Permits have been obtained from public authorities to cross over or under, or to lay facilities in or along, water courses, county roads, municipal streets and state highways, and in some instances, such permits are revocable at the election of the grantor, or, the pipeline may be required to move its facilities at its own expense.  Permits also have been obtained from railroad companies to run along or cross over or under
 

 
33

 
Items 1 and 2.  Business and Properties. (continued)
Kinder Morgan, Inc. Form 10-K

 
lands or rights-of-way, many of which are also revocable at the grantor’s election.  Some such permits require annual or other periodic payments.  In a few minor cases, property for pipeline purposes was purchased in fee.
 
(d) Financial Information about Geographic Areas
 
For geographic information concerning our assets and operations, see Note 15 to our consolidated financial statements included elsewhere in this report.
 
(e) Available Information
 
We make available free of charge on or through our internet Website, at www.kindermorgan.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.  The information contained on or connected to our internet Website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.
 

 
34

 
 
Kinder Morgan, Inc. Form 10-K

 
Item 1A.  Risk Factors.
 
You should carefully consider the risks described below, in addition to the other information contained in this document.  Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.
 
Risks Related to the Completion of the Merger
 
On October 16, 2011, we and El Paso Corporation (EP) announced a definitive agreement whereby we will acquire all of the outstanding shares of EP.  The merger has been approved by each company’s board of directors.  We have firm commitments for the full amount of cash required for the merger from a syndicate of banks.  Prior to closing, the merger will require approval of both our and EP’s shareholders.  The merger is expected to close in the second quarter of 2012 and is subject to customary regulatory approvals.  See Items 1 and 2 “Business and Properties—Pending Acquisition of El Paso Corporation.”
 
We and EP may be unable to obtain the regulatory clearances and approvals required to complete the merger or, in order to do so, we and EP may be required to comply with material restrictions or satisfy material conditions.
 
The merger is subject to regulatory review by governmental agencies having jurisdiction, including the Federal Trade Commission and the Department of Justice.  The closing of the merger is also subject to the condition that there be no law, injunction, judgment or ruling by a governmental authority in effect seeking to enjoin, restrain, prevent or prohibit the transactions contemplated by the merger agreement.  We can provide no assurance that all required regulatory approvals will be obtained.  Further, we have agreed to avoid or eliminate any impediment to the merger that may be asserted by governmental entities under the antitrust laws, including by divesting assets, terminating relationships or committing to limit our future freedom of action.  There can be no assurance as to the cost, scope or impact of the actions that may be required to obtain antitrust approval.  If we must take such actions, it could be detrimental to us or to the combined company after the effective time of the merger.  Furthermore, these actions could have the effect of delaying or preventing completion of the merger or imposing additional costs on or limiting the revenues of the combined company following the consummation of the merger.  Additionally, even if the parties receive early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Act or the waiting period thereunder expires, the Department of Justice or the Federal Trade Commission could take action under the antitrust laws to prevent or rescind the merger, require the divestiture of assets or seek other remedies.  Additionally, the FERC, state attorneys general or foreign governmental authorities could seek to block or challenge the merger as they deem necessary or desirable in the public interest at any time, including after completion of the merger.  In addition, in some circumstances, a competitor, customer or other third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed.  We may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.
 
If our financing for the merger becomes unavailable, the merger may not be completed and we may be in breach of the merger agreement.
 
We intend to finance the cash required in connection with the merger, including for expenses incurred in connection with the transactions, with debt financing.  On February 10, 2012, we entered into an amendment to our existing $1.0 billion revolving credit facility to, among other things, permit the transactions contemplated by the merger agreement, and a new credit agreement to provide a $6.8 billion senior secured 364-day bridge term loan facility, a $5.0 billion senior secured three-year term loan facility and joinder agreement to provide an additional $750 million in commitments under our existing revolving credit facility, all effective upon completion of the merger.  The obligation of the lenders to provide the debt financing is subject to various conditions, including the repayment of all amounts outstanding under and termination of EP’s existing credit facility, and other customary closing conditions.  In the event any of the closing conditions is not satisfied or waived, or to the extent one or more of the lenders is unwilling to, or unable to, fund its commitments under the debt financing, we may be required to seek alternative financing or fund the cash required in connection with the merger ourselves.  Due to the fact that there is no funding condition in the merger agreement, if we are unable to obtain funding from our financing sources for the cash required in connection with the transactions, we could be in breach of the merger agreement assuming all other conditions to closing are satisfied and may be liable to EP for damages.


 
35

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


We and EP may have difficulty attracting, motivating and retaining executives and other employees in light of the merger.
 
Uncertainty about the effect of the merger on EP employees and our employees may have an adverse effect on EP and us and consequently the combined company.  This uncertainty may impair the respective company’s ability to attract, retain and motivate personnel until the merger is completed.  Employee retention may be particularly challenging during the pendency of the merger, as employees may feel uncertain about their future roles with the combined company.  In addition, we may have to provide additional compensation to retain employees.  If employees of EP or our employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of the combined company, the combined company’s ability to realize the anticipated benefits of the merger could be reduced.
 
We will incur substantial transaction-related costs in connection with the merger.
 
We expect to incur a number of non-recurring transaction-related costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies.  These fees and costs will be substantial.  Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs.  Additional unanticipated costs may be incurred in the integration of our and EP’s businesses.  There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.  Thus, any net benefit may not be achieved in the near term, the long term or at all.
 
Failure to successfully combine our and EP’s businesses in the expected time frame may adversely affect the future results of the combined company, and, consequently, the value of our common stock and/or warrants that EP stockholders receive as part of the merger consideration.
 
The success of the proposed merger will depend, in part, on our ability to realize the anticipated benefits and synergies from combining our and EP’s businesses.  To realize these anticipated benefits, the businesses must be successfully combined.  If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all.  In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the transactions.  These integration difficulties could result in declines in the market value of our common stock and, consequently, result in declines in the market value of the common stock and warrants that EP stockholders receive as part of the merger consideration and continue to hold following consummation of the proposed transactions.
 
Failure to complete the merger, or significant delays in completing the merger, could negatively affect the trading price of our common stock and our future business and financial results.
 
Completion of the merger is not assured and is subject to risks, including the risks that approval of the transaction by the stockholders of EP or by governmental agencies is not obtained or that other closing conditions are not satisfied.  If the merger is not completed, or if there are significant delays in completing the merger, it could negatively affect the trading price of our common stock and our future business and financial results, and we will be subject to several risks, including the following:

 
having to pay certain significant costs relating to the merger;
 
 
the parties may be liable for damages to one another under the terms and conditions of the merger agreement;
 
 
negative reactions from the financial markets, including declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the merger will be completed; and
 
 
the attention of our management will have been diverted to the merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us.
 

 
36

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K

 
 
Purported stockholder class action complaints have been filed against EP, us, the members of EP’s board of directors, EP’s and our merger subsidiaries and Goldman Sachs, challenging the transactions, and an unfavorable judgment or ruling in these lawsuits could prevent or delay the consummation of the proposed transactions and result in substantial costs.
 
In connection with the proposed transactions, purported stockholders of EP have filed numerous purported stockholder class action lawsuits in the District Court of Harris County, Texas and in the Delaware Court of Chancery.  Those lawsuits name as defendants EP, Kinder Morgan, the members of the board of directors of EP, and, in certain cases, the affiliates of EP and us and Goldman, Sachs & Co.  Among other remedies, the plaintiffs seek to enjoin the proposed transactions.  If a final settlement is not reached, or if a dismissal is not obtained, these lawsuits could prevent and/or delay completion of the transactions and result in substantial costs to EP and us, including any costs associated with the indemnification of directors.  Additional lawsuits may be filed against EP and us, our respective affiliates and EP’s directors related to the proposed transactions.  The defense or settlement of any lawsuit or claim may adversely affect the combined company’s business, financial condition or results of operations.
 
We may not be able to sell EP’s exploration and production assets in a timely manner, on satisfactory terms and conditions, at a satisfactory price, or at all.
 
We expect to sell EP’s exploration and production assets around the same time as the consummation of the transactions in order to help reduce the level of indebtedness incurred to finance the transactions.  The sale of EP’s exploration and production assets is dependent upon a number of factors, including the availability of potential purchasers, reaching agreement with respect to the purchase price of such assets and negotiating definitive documentation upon satisfactory terms and conditions.  There can be no assurance that we will be able to sell EP’s exploration and production assets in a timely manner or at all.  In the event we are unable to sell EP’s exploration and production assets as expected, the combined company will have an increased amount of indebtedness which may adversely affect our profitability.
 
Due to a disagreement between EP and one of its joint venture partners, our and EP’s ability to obtain the consents of the independent auditors of the joint venture and of EP to include or incorporate by reference their respective audit reports in our and EP’s filings under the Securities Act and the Exchange Act may be severely limited.  As a result, our and/or EP’s ability to access capital markets through registered offerings and make certain filings required under the Securities Act and the Exchange Act may be limited, potentially significantly.
 
EP and another party are partners in a pipeline joint venture (referred to as the “Joint Venture”) in which the other party is currently acting as the operator (referred to as the “JV Operator”).  In connection with a planned amendment to our Registration Statement on Form S-4, the JV Operator previously refused to provide a management representation letter to the independent auditor of the Joint Venture.  The JV Operator has also indicated that it will continue to refuse to provide such management representation letters to auditors for both us and EP except in connection with EP’s annual and quarterly filings under the Exchange Act.  As a result, from time to time, we and EP may be unable to include or incorporate by reference in our and EP’s respective filings under the Securities Act and the Exchange Act, the audited financial statements of the Joint Venture.  Furthermore, we and EP may be unable to obtain the consent of the independent auditor of EP (which relies on the audit report of the independent auditor of the Joint Venture in its audit report on the audited financial statements of EP) to include or incorporate by reference its audit reports.
 
The inability to obtain a management representation letter from the JV Operator except in connection with the filing of EP’s annual report on Form 10-K and quarterly reports on Form 10-Q, and therefore, the inability to obtain the consent of the independent auditors of the Joint Venture and of EP to include or incorporate by reference their respective audit reports, may limit our ability to timely make necessary post-effective amendments to our Registration Statement on Form S-4 and our ability and/or the ability of EP (and our respective affiliates) to access capital.  Notwithstanding the fact the JV Operator has indicated that it will provide a management representation letter to the independent auditor of the Joint Venture in connection with the filing of EP’s annual report on Form 10-K and quarterly reports on Form 10-Q, there can be no assurance that the JV Operator will, in fact, do so.  Failure of the JV Operator to provide a management representation letter in connection with the filing of EP’s annual report on Form 10-K and quarterly reports on Form 10-Q could inhibit or prevent us and/or EP from accessing the capital markets and/or making filings required under the Securities Act and Exchange Act and could have an adverse impact on our and/or EP’s business and operations, which could be material depending on then-existing circumstances.
 
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


 
Risks Relating to Our Business
 
We are dependent on cash distributions received from KMP.
 
Approximately 98% and 97% of the distributions we received from our subsidiaries for the years ended December 31, 2011 and 2010, respectively were attributable to KMP.  A decline in KMP’s revenues or increases in its general and administrative expenses, principal and interest payments under existing and future debt instruments, expenditures for taxes, working capital requirements or other cash needs will limit the amount of cash KMP can distribute to us, which would reduce the amount of cash available for distribution to our stockholders, which could be material.
 
New regulations, rulemaking and oversight, as well as changes in regulations, by regulatory agencies having jurisdiction over our operations could adversely impact our income and operations.
 
Our pipelines and storage facilities are subject to regulation and oversight by federal, state and local regulatory authorities, such as the FERC, the CPUC and the NEB.  Regulatory actions taken by these agencies have the potential to adversely affect our profitability.  Regulation affects almost every part of our business and extends to such matters as (i) rates (which include reservation, commodity, surcharges, fuel and gas lost and unaccounted for), operating terms and conditions of service; (ii) the types of services we may offer to our customers; (iii) the contracts for service entered into with our customers; (iv) the certification and construction of new facilities; (v) the integrity, safety and security of facilities and operations; (vi) the acquisition of other businesses; (vii) the acquisition, extension, disposition or abandonment of services or facilities; (viii) reporting and information posting requirements; (ix) the maintenance of accounts and records; and (x) relationships with affiliated companies involved in various aspects of the natural gas and energy businesses.
 
Should we fail to comply with any applicable statutes, rules, regulations, and orders of such regulatory authorities, we could be subject to substantial penalties and fines.  Furthermore, new laws or regulations sometimes arise from unexpected sources.  For example, the Department of Homeland Security Appropriation Act of 2007 required the Department of Homeland Security to issue regulations establishing risk-based performance standards for the security of chemical and industrial facilities, including oil and gas facilities that are deemed to present “high levels of security risk.” New laws or regulations, or different interpretations of existing laws or regulations, including unexpected policy changes, applicable to us or our assets could have a material adverse impact on our business, financial condition and results of operations.  For more information, see Items 1 and 2 “Business and Properties—(c) Narrative Description of Business—Regulation.”
 
The FERC may establish pipeline tariff rates that have a negative impact on us.  In addition, the FERC or our customers could file complaints challenging the tariff rates charged by our pipelines, and a successful complaint could have an adverse impact on us.
 
The profitability of our regulated pipelines is influenced by fluctuations in costs and our ability to recover any increases in our costs in the rates charged to our shippers.  To the extent that such costs increase in an amount greater than what we are permitted by the FERC to recover in our rates, or to the extent that there is a lag before the pipeline can file and obtain rate increases, such events can have a negative impact upon our operating results.
 
Our existing rates may also be challenged by complaint.  Regulators and shippers on our pipelines have rights to challenge, and have challenged, the rates we charge under certain circumstances prescribed by applicable regulations.  Some shippers on our pipelines have filed complaints with the FERC and the CPUC that seek substantial refunds for alleged overcharges during the years in question and prospective reductions in the tariff rates on KMP’s Pacific operations’ pipeline system.  Further, the FERC has initiated investigations to determine whether some interstate natural gas pipelines have over-collected on rates charged to shippers.  We may face challenges, similar to those described in Note 16 to our consolidated financial statements included elsewhere in this report, to the rates we charge on KMP’s and NGPL pipelines.  Any successful challenge could materially adversely affect our future earnings, cash flows and financial condition.
 

 
38

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


Energy commodity transportation and storage activities involve numerous risks that may result in accidents or otherwise adversely affect our operations.
 
There are a variety of hazards and operating risks inherent to natural gas transmission and storage activities and refined petroleum products and carbon dioxide transportation activities—such as leaks, explosions and mechanical problems—that could result in substantial financial losses.  In addition, these risks could result in serious injury and loss of human life, significant damage to property and natural resources, environmental pollution and impairment of operations, any of which also could result in substantial financial losses.  For pipeline and storage assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the level of damage resulting from these risks could be greater.  Incidents that cause an interruption of service, such as when unrelated third party construction damages a pipeline or a newly completed expansion experiences a weld failure, may negatively impact our revenues and earnings while the affected asset is temporarily out of service.  In addition, if losses in excess of our insurance coverage were to occur, they could have a material adverse effect on our business, financial condition and results of operations.
 
Increased regulatory requirements relating to the integrity of our pipelines will require us to spend additional money to comply with these requirements.
 
Through our regulated pipeline subsidiaries, we are subject to extensive laws and regulations related to pipeline integrity.  There are, for example, federal guidelines for the U.S. DOT and pipeline companies in the areas of testing, education, training and communication.  The U.S. DOT issued final rules (effective February 2004 with respect to natural gas pipelines) requiring pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines and take measures to protect pipeline segments located in what the rules refer to as “High Consequence Areas.”  The ultimate costs of compliance with the integrity management rules are difficult to predict.  The majority of the costs to comply with the rules are associated with pipeline integrity testing and the repairs found to be necessary.  Changes such as advances of in-line inspection tools, identification of additional threats to a pipeline’s integrity and changes to the amount of pipeline determined to be located in High Consequence Areas can have a significant impact on the costs to perform integrity testing and repairs.  We plan to continue our pipeline integrity testing programs to assess and maintain the integrity of our existing and future pipelines as required by the U.S. DOT rules.  The results of these tests could cause us to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of our pipelines.
 
Further, additional laws and regulations that may be enacted in the future or a new interpretation of existing laws and regulations could significantly increase the amount of these expenditures.  There can be no assurance as to the amount or timing of future expenditures for pipeline integrity regulation, and actual future expenditures may be different from the amounts we currently anticipate.  Revised or additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not deemed by regulators to be fully recoverable from our customers, could have a material adverse effect on our business, financial position, results of operations and prospects.
 
We may face competition from competing pipelines and other forms of transportation into the areas we serve as well as with respect to the supply for our pipeline systems.
 
Any current or future pipeline system or other form of transportation that delivers crude oil, petroleum products or natural gas into the areas that our pipelines serve could offer transportation services that are more desirable to shippers than those we provide because of price, location, facilities or other factors.  To the extent that an excess of supply into these areas is created and persists, our ability to recontract for expiring transportation capacity at favorable rates or otherwise to retain existing customers could be impaired.  We also could experience competition for the supply of petroleum products or natural gas from both existing and proposed pipeline systems.  Several pipelines access many of the same areas of supply as our pipeline systems and transport to destinations not served by us.
 
Cost overruns and delays on our expansion and new build projects could adversely affect our business.
 
KMP recently completed several major expansion and new build projects, including the joint venture projects Rockies Express Pipeline, Midcontinent Express Pipeline and Fayetteville Express Pipeline.  KMP also is conducting and conducts from time to time alone or with others what are referred to as “open seasons” to evaluate the potential customer interest for new construction projects.  A variety of factors outside of its control, such as weather, natural disasters and difficulties in obtaining permits and rights-of-way or other regulatory approvals, as well as performance by third-party contractors, has resulted in, and may continue to result in, increased costs or delays in construction.  Significant cost overruns or delays in completing a project could have a material adverse effect on our return on investment, results of operations and cash flows.
 

 
39

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K



 
We must either obtain the right from landowners or exercise the power of eminent domain in order to use most of the land on which our pipelines are constructed, and we are subject to the possibility of increased costs to retain necessary land use.
 
We obtain the right to construct and operate pipelines on other owners’ land for a period of time.  If we were to lose these rights or be required to relocate our pipelines, our business could be affected negatively.  In addition, we are subject to the possibility of increased costs under our rental agreements with landowners, primarily through rental increases and renewals of expired agreements.
 
Whether KMP has the power of eminent domain for its pipelines, other than interstate natural gas pipelines, varies from state to state depending upon the type of pipeline—petroleum liquids, natural gas or carbon dioxide—and the laws of the particular state.  KMP’s interstate natural gas pipelines have federal eminent domain authority.  In either case, KMP must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court.  KMP’s inability to exercise the power of eminent domain could negatively affect its business if it were to lose the right to use or occupy the property on which its pipelines are located. 
 
KMP’s acquisition strategy and expansion programs require access to new capital.  Tightened capital markets or more expensive capital would impair our ability to grow.
 
Consistent with the terms of KMP’s partnership agreement, it has distributed most of the cash generated by its operations.  As a result, KMP has relied on external financing sources, including commercial borrowings and issuances of debt and equity securities, to fund its acquisition and growth capital expenditures.  However, to the extent KMP is unable to continue to finance growth externally, KMP’s cash distribution policy will significantly impair its ability to grow.  KMP may need new capital to finance these activities.  Limitations on KMP’s access to capital will impair its ability to execute this strategy.
 
KMP’s growth strategy may cause difficulties integrating and constructing new operations, and it may not be able to achieve the expected benefits from any future acquisitions.
 
Part of KMP’s business strategy includes acquiring additional businesses, expanding existing assets and constructing new facilities.  If KMP does not successfully integrate acquisitions, expansions or newly constructed facilities, it may not realize anticipated operating advantages and cost savings.  The integration of companies that have previously operated separately involves a number of risks, including (i) demands on management related to the increase in its size after an acquisition, expansion or completed construction project; (ii) the diversion of management’s attention from the management of daily operations; (iii) difficulties in implementing or unanticipated costs of accounting, estimating, reporting and other systems; (iv) difficulties in the assimilation and retention of necessary employees; and (v) potential adverse effects on operating results.
 
KMP may not be able to maintain the levels of operating efficiency that acquired companies have achieved or might achieve separately.  Successful integration of each acquisition, expansion or construction project will depend upon its ability to manage those operations and to eliminate redundant and excess costs.  Because of difficulties in combining and expanding operations, KMP may not be able to achieve the cost savings and other size-related benefits that it hoped to achieve after these acquisitions, which would harm its financial condition and results of operations.
 
Environmental, health and safety laws and regulations could expose us to significant costs and liabilities.
 
Our operations are subject to federal, state, provincial and local laws, regulations and potential liabilities arising under or relating to the protection or preservation of the environment, natural resources and human health and safety.  Such laws and regulations affect many aspects of our present and future operations, and generally require us to obtain and comply with various environmental registrations, licenses, permits, inspections and other approvals.  Liability under such laws and regulations may be incurred without regard to fault under CERCLA, the Resource Conservation and Recovery Act, the Federal Clean Water Act or analogous state laws for the remediation of contaminated areas.  Private parties, including the owners of properties through which our pipelines pass, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with such laws and regulations or for personal injury or property damage.  Our insurance may not cover all environmental risks and costs and/or may not provide sufficient coverage in the event an environmental claim is made against us.
 
 
 
40

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


Failure to comply with these laws and regulations also may expose us to civil, criminal and administrative fines, penalties and/or interruptions in our operations that could influence our business, financial position, results of operations and prospects.  For example, if an accidental leak, release or spill of liquid petroleum products, chemicals or other hazardous substances occurs at or from our pipelines or our storage or other facilities, we may experience significant operational disruptions and we may have to pay a significant amount to clean up or otherwise respond to the leak, release or spill, pay for government penalties, address natural resource damage, compensate for human exposure or property damage, install costly pollution control equipment or undertake a combination of these and other measures.  The resulting costs and liabilities could materially and negatively affect our level of earnings and cash flows.  In addition, emission controls required under the Federal Clean Air Act and other similar federal, state and provincial laws could require significant capital expenditures at our facilities.
 
We own and/or operate numerous properties that have been used for many years in connection with our business activities.  While we have utilized operating, handling, and disposal practices that were consistent with industry practices at the time, hydrocarbons or other hazardous substances may have been released at or from properties owned, operated or used by us or our predecessors, or at or from properties where our or our predecessors’ wastes have been taken for disposal.  In addition, many of these properties have been owned and/or operated by third parties whose management, handling and disposal of hydrocarbons or other hazardous substances were not under our control.  These properties and the hazardous substances released and wastes disposed on them may be subject to laws in the United States such as CERCLA, which impose joint and several liability without regard to fault or the legality of the original conduct.  Under the regulatory schemes of the various Canadian provinces, such as British Columbia's Environmental Management Act, Canada has similar laws with respect to properties owned, operated or used by us or our predecessors.  Under such laws and implementing regulations, we could be required to remove or remediate previously disposed wastes or property contamination, including contamination caused by prior owners or operators.  Imposition of such liability schemes could have a material adverse impact on our operations and financial position.
 
In addition, our oil and gas development and production activities are subject to numerous federal, state and local laws and regulations relating to environmental quality and pollution control.  These laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation.  Specifically, these activities are subject to laws and regulations regarding the acquisition of permits before drilling, restrictions on drilling activities in restricted areas, emissions into the environment, water discharges, transportation of hazardous materials, and storage and disposition of wastes.  In addition, legislation has been enacted that requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities.
 
Further, we cannot ensure that such existing laws and regulations will not be revised or that new laws or regulations will not be adopted or become applicable to us.  There can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate.  Revised or additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, could have a material adverse effect on our business, financial position, results of operations and prospects.  For more information, see Items 1 and 2 “Business and Properties—(c) Narrative Description of Business—Environmental Matters.”
 
Climate change regulation at the federal, state, provincial or regional levels could result in increased operating and capital costs for us.
 
Methane, a primary component of natural gas, and carbon dioxide, which is naturally occurring and also a byproduct of the burning of natural gas, are examples of greenhouse gases.  The U.S. EPA began regulating the greenhouse gas emissions of certain stationary sources on January 2, 2011, and issued a final rule requiring the reporting of greenhouse gas emissions in the United States beginning in 2011 for emissions occurring in 2010 from specified large greenhouse gas emission sources, fractionated natural gas liquids, and the production of naturally occurring carbon dioxide, like KMP’s McElmo Dome carbon dioxide field, even when such production is not emitted to the atmosphere.
 
Because our operations, including our compressor stations and natural gas processing plants in the Natural Gas Pipelines—KMP segment, emit various types of greenhouse gases, primarily methane and carbon dioxide, such regulation could increase our costs related to operating and maintaining our facilities and require us to install new emission controls on our facilities, acquire allowances for our greenhouse gas emissions, pay taxes related to our greenhouse gas emissions and administer and manage a greenhouse gas emissions program.  We are not able at this time to estimate such increased costs; however, they could be significant.  Recovery of such increased costs from our customers is uncertain in all cases and may depend on events beyond our control, including the outcome of future rate proceedings before the FERC and the provisions of any final legislation or other regulations.  Any of the foregoing could have adverse effects on our business, financial position, results of operations or cash flows.  For more information about
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


climate change regulation, see Items 1 and 2 “Business and Properties—(c) Narrative Description of Business—Environmental Matters—Climate Change.”
 
Increased regulation of exploration and production activities, including hydraulic fracturing, could result in reductions or delays in drilling and completing new oil and natural gas wells, which could adversely impact KMP’s revenues by decreasing the volumes of natural gas transported on KMP’s or its  joint ventures’ natural gas pipelines.
 
The natural gas industry is increasingly relying on natural gas supplies from unconventional sources, such as shale, tight sands and coal bed methane.  Natural gas extracted from these sources frequently requires hydraulic fracturing.  Hydraulic fracturing involves the pressurized injection of water, sand, and chemicals into the geologic formation to stimulate gas production and is a commonly used stimulation process employed by oil and gas exploration and production operators in the completion of certain oil and gas wells.  Recently, there have been initiatives at the federal and state levels to regulate or otherwise restrict the use of hydraulic fracturing.  Adoption of legislation or regulations placing restrictions on hydraulic fracturing activities could impose operational delays, increased operating costs and additional regulatory burdens on exploration and production operators, which could reduce their production of natural gas and, in turn, adversely affect our revenues and results of operations by decreasing the volumes of natural gas transported on KMP’s or KMP’s joint ventures’ natural gas pipelines, several of which gather gas from areas in which the use of hydraulic fracturing is prevalent.
 
Our substantial debt could adversely affect our financial health and make us more vulnerable to adverse economic conditions.
 
As of December 31, 2011, we had $16.1 billion of consolidated debt (including KMP but excluding the value of interest rate swap agreements).  This level of debt could have important consequences, such as (i) limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements or potential growth or for other purposes; (ii) limiting our ability to use operating cash flow in other areas of our business or to pay dividends because we must dedicate a substantial portion of these funds to make payments on our debt; (iii) placing us at a competitive disadvantage compared to competitors with less debt; and (iv) increasing our vulnerability to adverse economic and industry conditions.
 
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control.  If our operating results are not sufficient to service our indebtedness, or any future indebtedness that we incur, we will be forced to take actions such as reducing dividends, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital.  We may not be able to effect any of these actions on satisfactory terms or at all.  For more information about our debt, see Note 8 to our consolidated financial statements included elsewhere in this report.
 
Our large amount of variable rate debt makes us vulnerable to increases in interest rates.
 
As of December 31, 2011, approximately $7.2 billion (45%) of our total $16.1 billion consolidated debt (including KMP but excluding the value of interest rate swap agreements) was subject to variable interest rates, either as short-term or long-term debt of variable rate debt obligations or as long-term fixed-rate debt effectively converted to variable rates through the use of interest rate swaps.  Should interest rates increase, the amount of cash required to service this debt would increase and our earnings could be adversely affected.  For more information about our interest rate risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”
 
We do not have an investment grade credit rating, which may limit our financial flexibility and increase our financing costs.
 
Since the Going Private Transaction, KMI’s credit ratings have been below investment grade.  As a result, we have not had access to the commercial paper market and have utilized KMI’s $1.0 billion revolving credit facility for our short-term borrowing needs.  Non-investment grade credit ratings limit our access to the debt markets and increase our cost of capital.  The instruments governing any future debt may contain more restrictive covenants than if we had investment grade credit ratings.  Our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be restricted by these covenants.  A downgrade in one or more of KMP’s credit ratings to non-investment grade would similarly affect KMP.
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


Our debt instruments may limit our financial flexibility and increase our financing costs.
 
The instruments governing our debt contain restrictive covenants that may prevent us from engaging in certain transactions that we deem beneficial and that may be beneficial to us.  The agreements governing our debt generally require us to comply with various affirmative and negative covenants, including the maintenance of certain financial ratios and restrictions on (i) incurring additional debt; (ii) entering into mergers, consolidations and sales of assets; (iii) granting liens; and (iv) entering into sale-leaseback transactions.  The instruments governing any future debt may contain similar or more restrictive restrictions.  Our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be restricted.
 
There is the potential for a change of control of the general partner of KMP if we default on debt.
 
We own all of the common equity of Kinder Morgan G.P., Inc., the general partner of KMP.  If we default on debt, then the lenders under such debt, in exercising their rights as lenders, could acquire control of Kinder Morgan G.P., Inc. or otherwise influence Kinder Morgan G.P., Inc. through their control of us.  A change of control of Kinder Morgan G.P., Inc. could materially adversely affect the distributions we receive from KMP, which could have a material adverse impact on us or our cash available for dividends to our stockholders.
 
Current or future distressed financial conditions of our customers could have an adverse impact on us in the event these customers are unable to pay us for the products or services we provide. 
 
Some of our customers are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness.  We cannot provide assurance that one or more of our financially distressed customers will not default on their obligations to us or that such a default or defaults will not have a material adverse effect on our business, financial position, future results of operations or future cash flows.  Furthermore, the bankruptcy of one or more of our customers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a significant portion of amounts owed by the distressed entity or entities.  In addition, such events might force such customers to reduce or curtail their future use of our products and services, which could have a material adverse effect on our results of operations, financial condition and cash flows.
 
Terrorist attacks, or the threat of them, may adversely affect our business.
 
The U.S. government has issued public warnings that indicate that pipelines and other energy assets might be specific targets of terrorist organizations.  These potential targets might include our pipeline systems or storage facilities.  Our operations could become subject to increased governmental scrutiny that would require increased security measures.  There is no assurance that adequate sabotage and terrorism insurance will be available at rates we believe are reasonable in the near future.  These developments may subject our operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on our business, results of operations and financial condition.
 
Future business development of our pipelines is dependent on the supply of and demand for the commodities transported by our pipelines.
 
Our pipelines depend on production of natural gas, oil and other products in the areas served by our pipelines.  Without reserve additions, production will decline over time as reserves are depleted and production costs may rise.  Producers may shut down production at lower product prices or higher production costs, especially where the existing cost of production exceeds other extraction methodologies, such as in the Alberta oil sands.  Producers in areas served by us may not be successful in exploring for and developing additional reserves, and our gas plants and pipelines may not be able to maintain existing volumes of throughput.  Commodity prices and tax incentives may not remain at a level that encourages producers to explore for and develop additional reserves, produce existing marginal reserves or renew transportation contracts as they expire.
 
Changes in the business environment, such as a decline in crude oil or natural gas prices, an increase in production costs from higher feedstock prices, supply disruptions, or higher development costs, could result in a slowing of supply from oil and natural gas producing areas.  In addition, with respect to the CO2—KMP business segment, changes in the regulatory environment or governmental policies may have an impact on the supply of crude oil and natural gas.  Each of these factors impact our customers shipping through our pipelines, which in turn could impact the prospects of new transportation contracts or renewals of existing contracts.
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


Throughput on KMP’s crude oil, natural gas and refined petroleum products pipelines also may decline as a result of changes in business conditions.  Over the long term, business will depend, in part, on the level of demand for oil, natural gas and refined petroleum products in the geographic areas in which deliveries are made by pipelines and the ability and willingness of shippers having access or rights to utilize the pipelines to supply such demand.
 
The implementation of new regulations or the modification of existing regulations affecting the oil and gas industry could reduce demand for natural gas, crude oil and refined petroleum products, increase our costs and may have a material adverse effect on our results of operations and financial condition.  We cannot predict the impact of future economic conditions, fuel conservation measures, alternative fuel requirements, governmental regulation or technological advances in fuel economy and energy generation devices, all of which could reduce the demand for natural gas, crude oil and refined petroleum products.
 
The future success of KMP’s oil and gas development and production operations depends in part upon its ability to develop additional oil and gas reserves that are economically recoverable.
 
The rate of production from oil and natural gas properties declines as reserves are depleted.  Without successful development activities, the reserves and revenues of the oil and gas producing assets within the CO2—KMP business segment will decline.  KMP may not be able to develop or acquire additional reserves at an acceptable cost or have necessary financing for these activities in the future.  Additionally, if KMP does not realize production volumes greater than, or equal to, its hedged volumes, it may suffer financial losses not offset by physical transactions.
 
KMP’s development of oil and gas properties involves risks that may result in a total loss of investment.
 
The business of developing and operating oil and gas properties involves a high degree of business and financial risk that even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Acquisition and development decisions generally are based on subjective judgments and assumptions that, while they may be reasonable, are by their nature speculative.  It is impossible to predict with certainty the production potential of a particular property or well.  Furthermore, the successful completion of a well does not ensure a profitable return on the investment.  A variety of geological, operational and market-related factors, including, but not limited to, unusual or unexpected geological formations, pressures, equipment failures or accidents, fires, explosions, blowouts, cratering, pollution and other environmental risks, shortages or delays in the availability of drilling rigs and the delivery of equipment, loss of circulation of drilling fluids or other conditions, may substantially delay or prevent completion of any well or otherwise prevent a property or well from being profitable.  A productive well may become uneconomic in the event water or other deleterious substances are encountered, which impair or prevent the production of oil and/or gas from the well.  In addition, production from any well may be unmarketable if it is contaminated with water or other deleterious substances.
 
The volatility of natural gas and oil prices could have a material adverse effect on KMP’s business.
 
The revenues, profitability and future growth of the CO2—KMP business segment and the carrying value of its oil, natural gas liquids and natural gas properties depend to a large degree on prevailing oil and gas prices.  For 2012, KMP estimates that every $1 change in the average West Texas Intermediate crude oil price per barrel would impact the CO2—KMP segment’s cash flows by approximately $5.8 million.  Prices for oil, natural gas liquids and natural gas are subject to large fluctuations in response to relatively minor changes in the supply and demand for oil, natural gas liquids and natural gas, uncertainties within the market and a variety of other factors beyond KMP’s control.  These factors include, among other things (i) weather conditions and events such as hurricanes in the United States; (ii) the condition of the United States economy; (iii) the activities of the Organization of Petroleum Exporting Countries; (iv) governmental regulation; (v) political stability in the Middle East and elsewhere; (vi) the foreign supply of and demand for oil and natural gas; (vii) the price of foreign imports; and (viii) the availability of alternative fuel sources.
 
A sharp decline in the price of oil, natural gas liquids or natural gas would result in a commensurate reduction in KMP’s revenues, income and cash flows from the production of oil, natural gas liquids, and natural gas and could have a material adverse effect on the carrying value of KMP’s proved reserves.  In the event prices fall substantially, KMP may not be able to realize a profit from its production and would operate at a loss.  In recent decades, there have been periods of both worldwide overproduction and underproduction of hydrocarbons and periods of both increased and relaxed energy conservation efforts.  Such conditions have resulted in periods of excess supply of, and reduced demand for, crude oil on a worldwide basis and for natural gas on a domestic basis.  These periods have been followed by periods of short supply of, and increased demand for, crude oil and natural gas.  The excess or short supply of crude oil or natural gas has placed pressures on prices and has resulted in dramatic price fluctuations even during relatively short periods of seasonal market demand.  These fluctuations impact the accuracy of assumptions used in our budgeting process.  For more information
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


about KMP’s energy and commodity market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk—Energy Commodity Market Risk.”
 
Our use of hedging arrangements could result in financial losses or reduce our income.
 
We engage in hedging arrangements to reduce our exposure to fluctuations in the prices of oil and natural gas.  These hedging arrangements expose us to risk of financial loss in some circumstances, including when production is less than expected, when the counterparty to the hedging contract defaults on its contract obligations, or when there is a change in the expected differential between the underlying price in the hedging agreement and the actual price received.  In addition, these hedging arrangements may limit the benefit we would otherwise receive from increases in prices for oil and natural gas.
 
The accounting standards regarding hedge accounting are very complex, and even when we engage in hedging transactions (for example, to mitigate our exposure to fluctuations in commodity prices or currency exchange rates or to balance our exposure to fixed and variable interest rates) that are effective economically, these transactions may not be considered effective for accounting purposes.  Accordingly, our consolidated financial statements may reflect some volatility due to these hedges, even when there is no underlying economic impact at the dates of those statements.  In addition, it is not always possible for us to engage in hedging transactions that completely mitigate our exposure to commodity prices.  Our consolidated financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.  For more information about our hedging activities, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Hedging Activities” and Note 13 to our consolidated financial statements included elsewhere in this report.
 
The recent adoption of derivatives legislation by the U.S. Congress could have an adverse effect on our ability to hedge risks associated with our business.
 
The Dodd-Frank Act was signed into law by the President on July 21, 2010, and requires the Commodities Futures Trading Commission, referred to as the CFTC, and the SEC to promulgate rules and regulations establishing federal oversight and regulation of the over-the-counter derivatives market and entities that participate in that market.  The act also requires the CFTC to institute broad new position limits for futures and options traded on regulated exchanges.  As the law favors exchange trading and clearing, the Dodd-Frank Act also may require us to move certain derivatives transactions to exchanges where no trade credit is provided and also comply with margin requirements in connection with our derivatives activities that are not exchange traded, although the application of those provisions to us is uncertain at this time.  The Dodd-Frank Act also requires many counterparties to our derivatives instruments to spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty, or cause the entity to comply with the capital requirements, which could result in increased costs to counterparties such as us.  The Dodd-Frank Act and any new regulations could (i) significantly increase the cost of derivative contracts (including those requirements to post collateral, which could adversely affect our available liquidity); (ii) reduce the availability of derivatives to protect against risks we encounter; and (iii) reduce the liquidity of energy related derivatives.
 
If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures.  Increased volatility may make us less attractive to certain types of investors.  Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas.  Our revenues could therefore be adversely affected if a consequence of the legislation and regulations is to lower commodity prices.  Any of these consequences could have a material adverse effect on our financial condition and results of operations.
 
The Kinder Morgan Canada—KMP segment is subject to U.S. dollar/Canadian dollar exchange rate fluctuations.
 
We are a U.S. dollar reporting company.  As a result of the operations of the Kinder Morgan Canada—KMP business segment, a portion of our consolidated assets, liabilities, revenues and expenses are denominated in Canadian dollars.  Fluctuations in the exchange rate between United States and Canadian dollars could expose us to reductions in the U.S. dollar value of our earnings and cash flows and a reduction in our stockholders’ equity under applicable accounting rules.
 
Our operating results may be adversely affected by unfavorable economic and market conditions.
 
Economic conditions worldwide have from time to time contributed to slowdowns in several industries, including the oil and gas industry, the steel industry and in specific segments and markets in which we operate, resulting in reduced
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


demand and increased price competition for our products and services.  Our operating results in one or more geographic regions also may be affected by uncertain or changing economic conditions within that region, such as the challenges that are currently affecting economic conditions in the United States and Canada.  Volatility in commodity prices might have an impact on many of our customers, which in turn could have a negative impact on their ability to meet their obligations to us.  In addition, decreases in the prices of crude oil and natural gas liquids will have a negative impact on the results of the CO2—KMP business segment.  If global economic and market conditions (including volatility in commodity markets), or economic conditions in the United States or other key markets, remain uncertain or persist, spread or deteriorate further, we may experience material impacts on our business, financial condition and results of operations.
 
Hurricanes, earthquakes and other natural disasters could have an adverse effect on our business, financial condition and results of operations.
 
Some of our pipelines, terminals and other assets are located in areas that are susceptible to hurricanes, earthquakes and other natural disasters.  These natural disasters could potentially damage or destroy our pipelines, terminals and other assets and disrupt the supply of the products we transport through our pipelines.  Natural disasters can similarly affect the facilities of our customers.  In either case, losses could exceed our insurance coverage and our business, financial condition and results of operations could be adversely affected, perhaps materially.  In addition, our insurance premiums may increase as a result of the acquisition of EP’s pipeline assets.
 
KMP’s tax treatment depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity-level taxation by individual states.  If the Internal Revenue Service were to treat KMP as a corporation for U.S. federal income tax purposes or if it was to become subject to a material amount of entity-level taxation for state tax purposes, then its cash available for distribution to its partners, including us, would be substantially reduced.
 
We own the general partner interest and approximately 11% of the limited partner interests of KMP.  The anticipated after-tax economic benefit of our investment in KMP depends largely on it being treated as a partnership for U.S. federal income tax purposes.  To maintain its status as a partnership for U.S. federal income tax purposes, current law requires that 90% or more of its gross income for every taxable year consist of “qualifying income,” as defined in Section 7704 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code.  KMP has not requested, and does not plan to request, a ruling from the Internal Revenue Service, which we refer to as the IRS, on this or any other matter affecting it.
 
Despite the fact that KMP is a limited partnership under Delaware law, it is possible under certain circumstances for such an entity to be treated as a corporation for U.S. federal income tax purposes.  If KMP were to be treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on its taxable income at the corporate tax rate, which is currently a maximum of 35%, and would pay state income taxes at varying rates.  Distributions by KMP to its partners, including us, would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to its partners, including us.  Because a tax would be imposed on KMP as a corporation, the cash available for distribution would be substantially reduced.  Therefore, treatment of KMP as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to its partners, including us, likely causing a substantial reduction in the amount of distributions we receive from KMP, in the value of our investment in KMP and in the value of our common stock.
 
Current law or KMP’s business may change so as to cause it to be treated as a corporation for U.S. federal income tax purposes or otherwise subject it to entity-level taxation.  Members of Congress are considering substantive changes to the existing U.S. federal income tax laws that would affect the tax treatment of certain publicly-traded partnerships.  For example, federal income tax legislation recently has been considered by Congress that could eliminate partnership tax treatment for certain publicly-traded partnerships.  Although the legislation most recently considered by Congress would not appear to affect KMP’s tax treatment as a partnership for U.S. federal income tax purposes, we are unable to predict whether any other proposals will ultimately be enacted.  Any such changes could negatively impact our cash flows, the value of our investment in KMP and the value of our common stock.
 
In addition, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation.  For example, KMP is now subject to an entity-level tax on the portion of its total revenue that is generated in Texas.  Specifically, the Texas margin tax is imposed at a maximum effective rate of 0.7% of KMP’s total gross income that is apportioned to Texas.  This tax reduces, and the imposition of such a tax on KMP by another state will reduce, the cash available for distribution by KMP to its partners, including us.
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K



 
KMP’s partnership agreement provides that if a law is enacted that subjects it to taxation as a corporation or otherwise subjects it to entity-level taxation for U.S. federal income tax purposes, the minimum quarterly distribution and the target distribution levels will be adjusted to reflect the impact on it of that law.
 
KMP has adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between it and its unitholders.  The IRS may challenge this treatment, which could adversely affect the value of KMP’s common units.
 
When KMP issues additional units or engages in certain other transactions, it determines the fair market value of its assets and allocates any unrealized gain or loss attributable to its assets to the capital accounts of its unitholders and us. This methodology may be viewed as understating the value of KMP’s assets.  In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and us, which may be unfavorable to such unitholders.  Moreover, under KMP’s current valuation methods, subsequent purchasers of its common units may have a greater portion of their adjustment under Section 743(b) of the Code allocated to its tangible assets and a lesser portion allocated to its intangible assets.  The IRS may challenge these valuation methods, or KMP’s allocation of the adjustment under Section 743(b) of the Code attributable to its tangible and intangible assets, and allocations of income, gain, loss and deduction between us and certain of its unitholders.
 
A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to KMP’s unitholders, including us.  It also could affect the amount of gain from KMP’s unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to its unitholders’ or the general partner’s tax returns without the benefit of additional deductions.
 
KMP’s treatment of a purchaser of common units as having the same tax benefits as the seller could be challenged, resulting in a reduction in value of the common units.
 
Because KMP cannot match transferors and transferees of common units, it is required to maintain the uniformity of the economic and tax characteristics of these units in the hands of the purchasers and sellers of these units.  KMP does so by adopting certain depreciation conventions that do not conform to all aspects of the U.S. Treasury regulations.  A successful IRS challenge to these conventions could adversely affect the tax benefits to a unitholder, such as us, of ownership of KMP’s common units and could have a negative impact on their value or result in audit adjustments to unitholders’ tax returns.
 
If KMP’s unitholders remove the general partner, we would lose our general partner interest, including the right to incentive distributions, and the ability to manage KMP.
 
We own the general partner of KMP and all of the voting shares of KMR, to which the general partner has delegated its rights and powers to control the business and affairs of KMP, subject to the approval of the general partner for certain actions.  KMP’s partnership agreement, however, gives unitholders of KMP the right to remove the general partner if (i) the holders of 66 2⁄3% of KMP’s outstanding units (including the common units, Class B units and i-units) voting as a single class vote for such removal; in such a vote, the common units and Class B units owned by the general partner and its affiliates would be excluded, a number of i-units equal to the number of KMR shares owned by the general partner and its affiliates also would be excluded, and the remaining i-units would be voted in the same proportion as the vote of the other holders of the KMR shares; (ii) the holders of KMP’s outstanding units approve the election and succession of a new general partner by the same vote; and (iii) KMP receives an opinion of counsel that the removal and succession of the general partner would not result in the loss of the limited liability of any limited partner of KMP or its operating partnership subsidiaries or cause KMP or its operating partnership subsidiaries to be taxed as a corporation for federal income tax purposes.
 
If the general partner were removed as general partner of KMP, it would lose its ability to manage KMP and its delegation of authority to KMR would terminate at the same time.  The general partner would receive cash or common units in exchange for its general partner interest.  While the cash or common units the general partner would receive are intended under the terms of KMP’s partnership agreement to fully compensate us, as the owner of the general partner, in the event such an exchange is required, the value of the investments we might make with the cash or the common units may not over time be equivalent to the value of the general partner interest and the related incentive distributions had the general partner retained its general partner interest.
 

 
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Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


If in the future KMR and the general partner cease to manage and control KMP, we may be deemed to be an investment company under the Investment Company Act of 1940.
 
If our subsidiaries, KMR and Kinder Morgan G.P., Inc., which is the general partner of KMP, cease to manage and control KMP, we may be deemed to be an investment company under the Investment Company Act of 1940.  In that case, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our organizational structure or our contractual rights so as to fall outside the definition of an investment company.  Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict our ability to borrow funds or engage in other transactions involving leverage and require us to add additional directors who are independent of us and our affiliates, and could adversely affect the price of our common stock.
 
If we are unable to retain our executive officers, our growth may be hindered.
 
Our success depends in part on the performance of and our ability to retain our executive officers, particularly our Chairman and Chief Executive Officer, Richard D. Kinder, who is also one of our founders.  Along with the other members of our senior management, Mr. Kinder has been responsible for developing and executing our growth strategy since 1997.  If we are not successful in retaining Mr. Kinder or our other executive officers or replacing them, our business, financial condition or results of operations could be adversely affected.  We do not maintain key personnel insurance.
 
Risks Related to the Ownership of Our Common Stock
 
Future sales, or the perception of future sales, of a substantial amount of our common stock by holders of our Class A, Class B and Class C shares or us could cause the share price to decline and future issuances by us may dilute the ownership interest in our company of our stockholders.
 
We are unable to predict when or whether significant amounts of our common stock will be sold by the Sponsor Investors, holders of our Class A, Class B and Class C shares or us.  The Class A shares are convertible at any time into shares of our common stock, and the Class B shares and Class C shares may convert into shares of our common stock under certain circumstances.  The Sponsor Investors and Richard D. Kinder have the right to require us to register resales of shares of our common stock received upon the conversion of their Class A shares at any time, subject to certain limitations, including, in the case of Mr. Kinder, transfer restrictions.  Any future sales of substantial amounts of common stock in the public market by our current holders or us, or the perception that these sales might occur, could lower the market price of the common stock and could impair our ability to raise capital through future sales of equity securities at a time and price we deem appropriate.  Further, if we issue additional common stock or convertible securities to raise additional capital, the ownership interest in our company of our stockholders may be diluted and the value of our stockholders’ investments may be reduced.  We also may issue common stock or convertible securities from time to time as consideration for future acquisitions and investments.  If any such acquisition or investment is significant, the number of shares or convertible securities that we may issue could be significant.
 
The price of the common stock may be volatile, and holders of our common stock could lose a significant portion of their investments.
 
The market price of the common stock could be volatile, and our stockholders may not be able to resell their common stock at or above the price at which they purchased the common stock due to fluctuations in the market price of the common stock, including changes in price caused by factors unrelated to our operating performance or prospects.
 
Specific factors that may have a significant effect on the market price for the common stock include: (i) changes in stock market analyst recommendations or earnings estimates regarding the common stock, the common units of KMP, other companies comparable to us or KMP or companies in the industries we serve; (ii) actual or anticipated fluctuations in our operating results or future prospects; (iii) reaction to our public announcements; (iv) strategic actions taken by us or our competitors, such as acquisitions or restructurings; (v) the recruitment or departure of key personnel; (vi) new laws or regulations or new interpretations of existing laws or regulations applicable to our business and operations; (vii) changes in tax or accounting standards, policies, guidance, interpretations or principles; (viii) adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; (ix) sales of common stock by us, members of our management team or significant stockholders; and (x) the extent of analysts’ interest in following our company.
 

 
48

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


We are a ‘‘controlled company’’ within the meaning of the New York Stock Exchange rules, and although we do not currently intend to rely on exemptions from various corporate governance requirements, we may rely on such exemptions in the future.
 
A company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a ‘‘controlled company’’ within the meaning of the New York Stock Exchange rules.  A ‘‘controlled company’’ may elect not to comply with various corporate governance requirements of the New York Stock Exchange, including the requirement that a majority of its board of directors consist of independent directors, the requirement that its nominating and governance committee consist of all independent directors and the requirement that its compensation committee consist of all independent directors.
 
We believe that we are a ‘‘controlled company’’ since the Sponsor Investors and Richard D. Kinder collectively hold approximately 80.0% of the voting power of our outstanding capital stock entitled to vote on the election of directors, and they have agreed to vote together on certain matters pursuant to our shareholders agreement, including on the election of our directors.
 
Although we currently do not intend to rely on the ‘‘controlled company’’ exemption to the board of directors and committee composition requirements under the New York Stock Exchange rules, we may decide in the future to rely on that exemption.  In addition, under our shareholders agreement, if at any time our board of directors does not meet the majority independence requirements of the New York Stock Exchange or any other national securities exchange on which the common stock is listed for trading, we will be obligated to operate under a ‘‘controlled company’’ exemption, to the extent such an exemption is available to us at that time.  If we rely on that exemption, our stockholders may not have the same corporate governance advantages afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.
 
Our organizational documents and provisions of Delaware law we have elected to apply to us contain additional approval requirements for certain changes of control that may inhibit a takeover, which could adversely affect the value of our common stock.
 
Our shareholders agreement prohibits us from directly or indirectly engaging in any merger, amalgamation, consolidation or other business combination or similar transaction or series of transactions (other than for solely cash consideration) without obtaining the unanimous approval of our shareholders unless the organizational documents and capital structure of the acquiring, surviving or resulting entity preserve in all material respects the economic and other rights (including conversion, transfer, distribution and governance rights as set forth in our certificate of incorporation, bylaws and shareholders agreement), characteristics and tax treatment, including on a relative basis, of the Sponsor Investors, the Class A shares, the Class B shares, the Class C shares and the shares of our common stock as they exist on the date of such transaction.  A determination that a transaction meets the above requirements requires approval by each of the following: (i) Sponsor Investors holding a majority of our outstanding shares of capital stock then entitled to vote for the election of directors then held by Sponsor Investors that hold Class A shares, (ii) Richard D. Kinder (so long as he and his permitted transferees hold Class A shares), (iii) holders of a majority of our outstanding Class B shares, and (iv) holders of a majority of our outstanding Class C shares.  These provisions will apply even if the offer is considered beneficial by some of our stockholders.  If all requisite shareholders other than the holders of Class C shares approve such a transaction, we generally may engage in such transaction so long as the Class C shares receive the consideration provided in our charter.  In addition, if the transaction is otherwise approved by the requisite holders of our capital stock, the Sponsor Investors and Mr. Kinder may decide that the holders of common stock, Class A shares, Class B shares and Class C shares receive the consideration provided in our charter, regardless of whether such transaction is determined to meet the above requirements.  In addition, our certificate of incorporation permits our board of directors to issue blank check preferred stock, which if issued could include special class voting rights on a change of control transaction.  Also, for so long as the Sponsor Investors collectively have the right to nominate at least five of our directors, change of control transactions will require supermajority board approval.  If a change of control or change in management is delayed or prevented, the market price of our common stock could decline.  Further, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, referred to in this report as the DGCL.  Section 203 limits the ability of interested stockholders, which are certain stockholders owning in excess of 15% of our outstanding voting stock, to merge or combine with us.  Neither Richard D. Kinder nor any Sponsor Investors that are interested stockholders fall within this limitation, and we have elected not to opt out of this provision.  Accordingly, Section 203 will apply to any stockholder that becomes an interested stockholder after the date of our initial public offering.  These provisions could discourage or make it more difficult to accomplish transactions other stockholders might deem desirable.
 

 
49

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


Non-U.S. holders of our common stock may be subject to U.S. federal income tax with respect to gain on the disposition of our common stock.
 
If we are or have been a ‘‘United States real property holding corporation’’ within the meaning of the Code at any time within the shorter of (i) the five-year period preceding a disposition of our common stock by a non-U.S. holder, or (ii) such holder’s holding period for such common stock, and assuming our common stock is ‘‘regularly traded,’’ as defined by applicable U.S. Treasury regulations, on an established securities market, the non-U.S. holder may be subject to U.S. federal income tax with respect to gain on such disposition if it held more than 5% of our common stock during the shorter of periods (i) and (ii) above.  We believe we are, or may become, a United States real property holding corporation.
 
Risks Related to Our Dividend Policy
 
Holders of our common stock may not receive the anticipated level of dividends under our dividend policy or any dividends at all.
 
Our dividend policy provides that, subject to applicable law, we will pay quarterly cash dividends generally representing the cash we receive from our subsidiaries less any cash disbursements and reserves established by a majority vote of our board of directors, including for general and administrative expenses, interest and cash taxes.  However, our board of directors, subject to the requirements of our bylaws and other governance documents, may amend, revoke or suspend our dividend policy at any time, and even while the current policy is in place, the actual amount of dividends on our capital stock will depend on many factors, including our financial condition and results of operations, liquidity requirements, market opportunities, capital requirements of our subsidiaries, legal, regulatory and contractual constraints, tax laws and other factors.  Dividends other than as provided in our dividend policy require supermajority board approval while the Sponsor Investors maintain prescribed ownership thresholds.
 
Over time, our capital and other cash needs may change significantly from our current needs, which could affect whether we pay dividends and the amount of any dividends we may pay in the future.  The terms of any future indebtedness we incur also may restrict us from paying cash dividends on our stock under certain circumstances.  A decline in the market price or liquidity, or both, of our common stock could result if our board of directors establishes large reserves that reduce the amount of quarterly dividends paid or if we reduce or eliminate the payment of dividends.  This may in turn result in losses by our stockholders, which could be substantial.
 
The general partner of KMP, with our consent but without the consent of our stockholders, may take steps to support KMP that have the effect of reducing cash we have or are entitled to receive, thereby reducing the cash we have available to pay dividends.
 
We utilize KMP as our vehicle for growth.  We have historically received a significant portion of our cash flows from incentive distributions on the general partner interest.  As the owner of the general partner of KMP, we may take steps we  judge beneficial to KMP’s growth that in the short-run reduce the cash we receive and have available to pay dividends.  The board of directors of the general partner of KMP may determine to support a desirable acquisition that may not be immediately accretive to cash available for distribution per KMP Partnership unit.  For example, the general partner, with our consent, waived its incentive distributions from the second quarter of 2010 through 2011 on common units issued to finance a portion of KMP’s acquisition of the initial 50% interest in the KinderHawk joint venture and has agreed to waive its incentive distributions of $24.5 million and $3.5 million for 2012 and the first quarter of 2013, respectively, on common units issued to finance a portion of KMP’s subsequent acquisition of the remaining 50% interest in the KinderHawk joint venture.  An example of action we took to support KMP occurred in 2006 when KMP had missed the annual growth and earnings/distribution targets under its bonus plan, which would have resulted in no bonus payments for employees for their service to KMP.  We believed that those bonuses were appropriate and in our and KMP’s interest, so we funded the bonuses by waiving a portion of the general partner’s incentive distribution.  Similar or different actions in the future, even if determined to be in our long-term best interests, will have the effect of reducing the cash we have or are entitled to receive from KMP, and reducing the cash we have available to pay dividends.
 
Our dividend policy may limit our ability to pursue growth opportunities above the KMP level or impair our financial flexibility.
 
If we pay dividends at the level currently anticipated under our dividend policy, we may not retain a sufficient amount of cash to finance growth opportunities above the KMP level, meet any large unanticipated liquidity requirements or fund our operations in the event of a significant business downturn.  In addition, because of the dividends required under our dividend policy, our ability to pursue any material expansion of our business above the KMP level, including through
 

 
50

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


acquisitions, increased capital spending or other increases of our expenditures, will depend more than it otherwise would on our ability to obtain third party financing.  We cannot assure our stockholders that such financing will be available to us at all, or at an acceptable cost.  If we are unable to take timely advantage of growth opportunities, our future financial condition and competitive position may be harmed, which in turn may adversely affect the market price of our common stock.  Further, while the Sponsor Investors maintain specified ownership thresholds, any changes to our dividend policy will require supermajority board approval, which may prevent us from modifying our dividend policy to pursue such growth opportunities.
 
An increase in U.S. federal income tax rates applicable to us would reduce the amount of our cash available to pay dividends.  Further, an increase in individual tax rates could encourage us to conclude that it would be better for our investors for us to use our cash to repurchase shares in the open market rather than pay dividends.  This, too, would reduce our cash available to pay dividends.
 
There currently is much public speculation regarding the future of U.S. federal income tax rates.  We cannot predict whether legislation will be passed and become law that raises tax rates applicable to us or to individuals, or if such legislation were to become law, its effective date.  Any increase in the corporate income tax rates applicable to us will reduce the amount of cash available to pay dividends.  Further, any increase in individual tax rates could encourage our board of directors to conclude that it would be better for our investors if we were to use our cash to repurchase shares in the open market.  This, too, would reduce our cash available to pay dividends.
 
If we do not receive sufficient distributions from our subsidiaries, we may be unable to pay dividends.
 
All of our operations are conducted by our subsidiaries, and our cash flow and our ability to satisfy obligations and to pay dividends to our stockholders are dependent upon cash dividends and distributions or other transfers from our subsidiaries, particularly KMP.  In addition, our joint ventures and some of our subsidiaries, such as KMP, are not wholly owned by us.  When funds are distributed to us by such joint ventures and subsidiaries, funds also will be distributed to their other owners.
 
Each of our subsidiaries is a distinct legal entity and has no obligation to transfer funds to us.  A number of our subsidiaries are a party to credit facilities and are or may in the future be a party to other borrowing agreements that restrict the payment of dividends to us, and such subsidiaries are likely to continue to be subject to such restrictions and prohibitions for the foreseeable future.  In addition, the ability of our subsidiaries to make distributions will depend on their respective operating results and may be subject to further restrictions under, among other things, the laws of their jurisdiction of organization.
 
The board of directors of KMR, which is the delegate of KMP’s general partner, has broad authority to establish cash reserves for the prudent conduct of KMP’s business.  The establishment of those reserves could result in smaller distributions by KMP and a corresponding reduction of our cash available for dividends and our anticipated dividend level.  Further, the calculation of KMP’s available cash for distribution is at the discretion and subject to the approval of the board of directors of KMR, taking into consideration the terms of KMP’s constituent agreements.  Similarly, while the constituent agreements of NGPL provide that it is the intention of NGPL to make distributions of available cash, we own less than a majority of NGPL and do not control it.  The same is true for joint ventures in which KMP owns an interest, such as Rockies Express Pipeline LLC, Midcontinent Express Pipeline LLC, Fayetteville Express Pipeline LLC and KinderHawk Field Services LLC.
 
The distributions we receive from KMP are largely attributable to the incentive distributions on our general partner interest.  The distributions we receive are not as large if KMP distributes cash from interim capital transactions rather than cash from operations, or if KMP’s general partner waives receipt of a portion of those incentive distributions.
 
As a result of the foregoing, we may be unable to receive cash through distributions or other payments from our subsidiaries in sufficient amounts to pay dividends on our common stock.  If we are unable to authorize the payment of dividends due to insufficient cash, a decline in the market price or liquidity, or both, of our common stock could result.  This may in turn result in losses by our stockholders, which could be substantial.
 
Our ability to pay dividends is restricted by Delaware law.
 
Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.  Our bylaws require the declaration and payment of dividends to comply with the DGCL.  If, as a result of these restrictions, we are unable to authorize payment
 

 
51

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


of dividends, a decline in the market price or liquidity, or both, of our common stock could result.  This may in turn result in losses by our stockholders.
 
Risks Related to Conflicts of Interest
 
The Sponsor Investors are in a position to affect our ongoing operations, corporate transactions and other matters, and their interests may conflict with or differ from the interests of our stockholders.
 
The Sponsor Investors collectively own a total of 56.8% of our Class A shares, which collectively represents approximately 47.3% of the voting power of our outstanding capital stock for the election of directors and 48.8% of the voting power of our outstanding capital stock for other matters.  As a result, the Sponsor Investors are able to control the outcome of matters submitted to a vote of our stockholders.  For so long as the Sponsor Investors own a significant percentage of our outstanding capital stock, even if less than a majority, they will have the power to determine or significantly influence the outcome of matters submitted to a vote of our stockholders, including amendments to our certificate of incorporation and bylaws.  Our shareholders agreement also provides the Sponsor Investors who continue to own at least 2.5% of the voting power of our outstanding shares of capital stock entitled to vote for the election of directors with veto rights over specified actions that may impose a regulatory burden on such Sponsor Investors and requires us to reasonably cooperate with such Sponsor Investors and their affiliates to mitigate consequences of such actions.  We also are required to keep such Sponsor Investors informed of any events or changes with respect to any criminal or regulatory investigation or action involving us or any of our affiliates.  The interests of the Sponsor Investors may conflict with or differ from the interests of our stockholders.
 
The Sponsor Investors and holders of our Class A, Class B and Class C shares have the ability to nominate a majority of our board of directors.
 
In connection with the Conversion Transactions, we entered into a shareholders agreement with the Sponsor Investors and the holders of our Class A, Class B and Class C shares pursuant to which the Sponsor Investors have the right to nominate six of the thirteen members of our board of directors, and Richard D. Kinder has the right to nominate five of the thirteen members of our board of directors.  In that agreement, the Sponsor Investors and Mr. Kinder agree with each other to vote all of their shares of capital stock in favor of those nominees.  Two of the Sponsor Investors each have the right to nominate two directors as long as they each own 5% of the voting power of our outstanding shares of capital stock entitled to vote for the election of directors.  Those two Sponsor Investors and the other two Sponsor Investors each have the right to nominate one director as long as they each own 2.5% of the voting power of our outstanding shares of capital stock entitled to vote for the election of directors.  Mr. Kinder has the right to nominate five directors as long as he is our Chief Executive Officer and owns at least 2.5% of the voting power of our outstanding shares of capital stock entitled to vote for the election of directors.  If Mr. Kinder is terminated as Chief Executive Officer for cause, he will retain the right to nominate one director, which cannot be Mr. Kinder himself.  If Mr. Kinder ceases to be the Chief Executive Officer for any reason other than as a result of termination for cause, he will retain the right to nominate two directors, one of whom can be Mr. Kinder himself.  If Mr. Kinder loses such nomination rights, such rights will shift to the Original Stockholders and Other Management in specified circumstances.  Accordingly, even after the ownership in us of the holders of our Class A, Class B and Class C shares has significantly declined, they will be able to nominate the majority of our directors.  The Class A shares owned by the Sponsor Investors and the Class A shares and Class B shares owned by Mr. Kinder represent approximately 78.0% of the total voting power of our outstanding shares of capital stock entitled to vote for the election of directors (with the Sponsor Investors in the aggregate holding approximately 47.3% of such total voting power and Mr. Kinder holding approximately 30.7% of such total voting power).  Accordingly, the Sponsor Investors and Mr. Kinder have not only the right to nominate 11 of our 13 directors, but also the voting power to elect all 13 of our directors.
 
Our organizational documents provide the directors nominated by the Sponsor Investors with a collective veto over substantially all of the actions required to be approved by our board of directors.
 
Our bylaws require that substantially all actions brought before our board of directors while the Sponsor Investors collectively have the right to appoint at least five director nominees will require supermajority board approval, which is defined as the affirmative vote of eight directors when our board of directors has twelve members (while the Sponsor Investors collectively have the right to appoint five director nominees) or thirteen members (while the Sponsor Investors collectively have the right to appoint six director nominees).  As a result, our board of directors will be unable to approve of any action by supermajority board approval if all of the directors nominated by the Sponsor Investors vote against such action.  The inability of our board of directors to approve specified actions by supermajority board approval as required by our bylaws could have a material adverse effect on our business, financial condition, results of operations or prospects if we are unable to take action on critical corporate matters.
 

 
52

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K



 
Our certificate of incorporation and shareholders agreement contain provisions renouncing our interest and expectancy in certain corporate opportunities.
 
Our certificate of incorporation and our shareholders agreement each provide that none of the Sponsor Investors, the directors nominated by the Sponsor Investors, the Sponsor Investors’ affiliates and subsidiaries, nor any of their managers, officers, directors, agents, stockholders, members or partners will have any duty to tell us about or offer to us any business opportunity, even if it is the same business or similar business activities or lines of business in which we operate.  These documents also provide that none of the Sponsor Investors nor their respective affiliates will be liable to us or our stockholders for breach of any duty by reason of any such activities.  For instance, a director of our company who also serves as a director, officer or employee of a Sponsor Investor or any of its subsidiaries or affiliates may pursue certain acquisition or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us.  These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are pursued by such a Sponsor Investor or its subsidiaries or affiliates instead of by us.
 
The Sponsor Investors and their affiliates may compete with us.
 
The Sponsor Investors and their affiliates are in the business of making investments in companies, and they may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us.  The Sponsor Investors and their affiliates also may pursue, for their own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.  We have waived certain potential conflicts of interest between us and the Sponsor Investors.  See ‘‘—Our certificate of incorporation and shareholders agreement contain provisions renouncing our interest and expectancy in certain corporate opportunities.’’ As a result, the Sponsor Investors and their affiliates may not be liable for pursuing business opportunities and not making them available to us.  These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are pursued by a Sponsor Investor or its subsidiaries or affiliates instead of by us.
 
KMP and its subsidiaries may compete with us.
 
None of KMP or any of its subsidiaries or entities in which it owns an interest is restricted from competing with us.  KMR and the general partner of KMP have the same individuals on their boards of directors, and a majority of those directors are independent.  KMR manages KMP (subject to certain decisions requiring the approval of KMP’s general partner) in what it considers to be the best interests of KMP and its partners.  KMP and its subsidiaries may acquire, invest in or construct assets that may be in direct competition with us, which could have a material adverse effect on our business, financial condition, results of operations or prospects.  Among other things, we and KMP have a policy that acquisition opportunities of businesses or operating assets will be pursued above the KMP level only if KMP elects not to pursue the opportunity.
 
Actions taken by our board of directors, and actions taken by the boards of directors of KMR and other of our subsidiaries, may affect the amount of cash available for dividends to our stockholders.
 
The amount of cash that is available for dividends to our stockholders is affected by decisions of our board of directors and the boards of directors of KMR and others of our subsidiaries regarding such matters as: (i) the amount and timing of cash expenditures, including those relating to compensation; (ii) the amount and timing of investments and dispositions; (iii) our indebtedness and the indebtedness of our subsidiaries; (iv) tax matters; (v) reserves; and (vi) our issuance of additional equity securities, including common stock.
 
Many of our directors and officers also serve as directors or officers of our non-wholly owned subsidiaries, including KMR, or entities in which we own an interest, such as NGPL, as a result of which conflicts of interest exist and will arise in the future.
 
Many of our directors and officers are also directors or officers of our non-wholly owned subsidiaries, including KMR, which manages and controls KMP (subject to certain decisions requiring the approval of KMP’s general partner), and other entities in which we own an interest, such as NGPL.  In making decisions in such person’s capacity as a director or officer of one of our non-wholly owned subsidiaries or such other entities, such person may make a decision that favors the interests of such subsidiary over our interests or the interests of our stockholders and may be to our detriment.  However, any officer or director of our non-wholly owned subsidiaries, including KMR, who is also a director or officer
 

 
53

 
Item 1A.  Risk Factors. (continued)
Kinder Morgan, Inc. Form 10-K


of ours, in making decisions in such person’s capacity as our officer or director, is required to act in accordance with his or her fiduciary duties to us.  Further, the organizational documents of many of these entities may have provisions reducing or eliminating the duties of their officers or directors to those entities and their owners, including us.  In addition, our directors are not required to work full time on our business and affairs and may devote significant time to the affairs of our non-wholly owned subsidiaries.  There could be material competition for the time and effort of our directors who provide services to our non-wholly owned subsidiaries.
 
Common stockholders have no right to enforce obligations of the holders of our Class A, Class B and Class C shares and their affiliates under agreements with us.
 
Any agreements between us, on the one hand, and the holders of our Class A, Class B and Class C shares and their affiliates, on the other, will not grant to the common stockholders, separate and apart from us, the right to enforce the obligations of the holders of our Class A, Class B and Class C shares and their affiliates in our favor.  Purchasers of shares of common stock will not become parties to the shareholders agreement.  As a result, holders of common stock will not be able to enforce any obligations under the shareholders agreement in the event that we decide not to pursue any remedies available to us under the shareholders agreement, which could have a material adverse effect on our business, financial condition or results of operations.
 
Contracts between us, on the one hand, and the holders of our Class A, Class B and Class C shares and their affiliates, on the other, will not be the result of arm’s-length negotiations.
 
We may enter into additional contractual arrangements with any of the holders of our Class A, Class B and Class C shares or their affiliates.  Neither our charter or bylaws nor the shareholders agreement or any other agreements, contracts and arrangements between us on the one hand, and any of the holders of our Class A, Class B and Class C shares or their affiliates on the other, are or will be the result of arm’s-length negotiations.  Our board of directors or a committee thereof will determine the terms of any of these transactions.
 
Item 1B.  Unresolved Staff Comments.
 
None.
 
Item 3.  Legal Proceedings.
 
See Note 16 to our consolidated financial statements included elsewhere in this report.
 
 
Item 4.  Mine Safety Disclosures.
 
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in exhibit 95.1 to this annual report.


 
54

 
Kinder Morgan, Inc. Form 10-K

PART II
 
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
On February 16, 2011, we completed an initial public offering of our Class P common stock (see Notes 1 and 10 to our consolidated financial statements included elsewhere in this report) and our Class P common stock is listed for trading on the New York Stock Exchange under the symbol “KMI.”  Our Class A, Class B, and Class C common stock is not traded on a public trading market.  The high and low sale prices per Class P share as reported on the New York Stock Exchange and the dividends declared per share by quarter since February 16, 2011, the date we became public, are provided below.
 
   
Price Range Per
Class P Share
   
Declared Cash
Dividends
 
   
Low
   
High
   
(a)(b)
 
2011
                 
First Quarter (beginning February 11, 2011)(c)
  $ 29.50     $ 32.14     $ 0.14  
Second Quarter
    26.87       29.97       0.30  
Third Quarter
    23.51       29.45       0.30  
Fourth Quarter
    24.66       32.25       0.31  
__________

(a)
Includes dividends declared on our Class P, Class A, and participating securities, which include Class B shares, Class C shares, and unvested restricted stock awards that contain non-forfeitable rights to dividends.
  
(b)
Dividend information is for dividends declared with respect to that quarter.  The declared dividends were paid within 45 days after the end of the quarter.  We currently expect to declare cash dividends of $1.35 per unit for 2012; however, no assurance can be given that we will be able to achieve this level of dividend.
  
(c)
The declared cash dividend was prorated from February 16, 2011, the day we closed our initial public offering.  Based on a full quarter, the dividend amounts to $0.29 per share.

Following are the number of holders of our common shares by class (based on the number of record holders and individual participants in security position listings).

   
As of
January 31,  2012
 
Class P shares
    57,089  
Class A shares
    26  
Class B shares
    86  
Class C shares
    34  

We did not repurchase any shares or sell any unregistered shares in the fourth quarter of 2011.
 
For information on our equity compensation plans, see Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Information.”  Also see Note 9 “Share-based Compensation and Employee Benefits—Share-based Compensation—Kinder Morgan, Inc.” to our consolidated financial statements included elsewhere in this report.
 

 
55

 
Kinder Morgan, Inc. Form 10-K

Item 6.  Selected Financial Data.
 
The following tables set forth, for the periods and at the dates indicated, our summary historical financial and operating data.  The table is derived from our consolidated financial statements and notes thereto, and should be read in conjunction with those audited financial statements.  See also Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report for more information.
 
The selected financial data for the period ended May 31, 2007 reflect the operations of the Company prior to the Going Private Transaction, which was accounted for as a business combination, requiring that we record the assets acquired and liabilities assumed at their values as of the date of the Going Private Transaction, resulting in a new basis of accounting. Hence, there is a blackline division on the selected financial data shown below, which is intended to signify that the amounts shown for periods prior to (Predecessor Company) and subsequent to (Successor Company) the Going Private Transaction are not comparable.  For accounting purposes, Kinder Morgan Kansas, Inc. is considered our Predecessor Company for all periods ended on or before May 31, 2007.
 
Five-Year Review
Kinder Morgan, Inc. and Subsidiaries
 
   
Successor Company
   
Predecessor
Company
 
   
Year Ended December 31,
   
Seven Months
Ended
December 31,
   
Five Months
Ended
May 31,
 
   
2011
   
2010
   
2009
   
2008
   
2007
   
2007
 
   
(In millions, except ratio data)
   
(In millions, except ratio data)
 
Revenues
  $ 8,264.9     $ 8,190.6     $ 7,185.2     $ 12,094.8     $ 6,394.7     $ 4,165.1  
Operating income (loss) (a)
  $ 1,538.7     $ 1,280.7     $ 1,407.2     $ (2,472.1 )   $ 1,042.8     $ 204.8  
Earnings (loss) from equity investments(b)
  $ 313.1     $ (186.2 )   $ 221.9     $ 201.1     $ 56.8     $ 40.7  
Income (loss) from continuing operations
  $ 652.2     $ 300.3     $ 772.8     $ (3,202.3 )   $ 286.6     $ (142.0 )
Income (loss) from discontinued operations, net of tax
  $ 7.8     $ (0.7 )   $ 0.3     $ (0.9 )   $ (1.5 )   $ 298.6  
Net income (loss)
  $ 660.0     $ 299.6     $ 773.1     $ (3,203.2 )   $ 285.1     $ 156.6  
Net income attributable to noncontrolling interests
  $ (65.6 )   $ (340.9 )   $ (278.1 )   $ (396.1 )   $ (37.6 )   $ (90.7 )
Net income (loss) attributable to Kinder Morgan, Inc.
  $ 594.4     $ (41.3 )   $ 495.0     $ (3,599.3 )   $ 247.5     $ 65.9  
Basic earnings per common share::
                                               
Class P shares (c)
  $ 0.74       N/A       N/A       N/A       N/A       N/A  
Class A shares (c)
  $ 0.68       N/A       N/A       N/A       N/A       N/A  
Number of shares used in computing basic earnings per common share:
                                               
Class P shares
    118.0       N/A       N/A       N/A       N/A       N/A  
Class A shares
    589.0       N/A       N/A       N/A       N/A       N/A  
Diluted earnings per common share:
                                               
Class P shares (c)
  $ 0.74       N/A       N/A       N/A       N/A       N/A  
Class A shares (c)
  $ 0.68       N/A       N/A       N/A       N/A       N/A  
Number of shares used in computing diluted earnings per common share
                                               
Class P shares
    707.6       N/A       N/A       N/A       N/A       N/A  
Class A shares
    589.0       N/A       N/A       N/A       N/A       N/A  
Dividends per common share(d)
  $ 1.05       N/A       N/A       N/A       N/A       N/A  
Capital expenditures(e)                                            
  $ 1,200.1     $ 1,002.5     $ 1,324.3     $ 2,545.3     $ 1,287.0     $ 652.8  
Ratio of earnings to fixed charges(f)
  $ 2.26     $ 2.09     $ 2.60     $ (f )   $ 1.72     $ (f )


 
56

 
Item 6.  Selected Financial Data (continued)
Kinder Morgan, Inc. Form 10-K



   
December 31,
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
   
(In millions)
 
Net property, plant and equipment
  $ 17,926.0     $ 17,070.7     $ 16,803.5     $ 16,109.8     $ 14,803.9  
Total assets
  $ 30,717.0     $ 28,908.1     $ 27,581.0     $ 25,444.9     $ 36,195.8  
Long-term debt – KMI (g)
  $ 2,045.6     $ 2,879.2     $ 2,882.0     $ 2,880.9     $ 8,641.8  
Long-term debt – KMP(h)
  $ 11,159.5     $ 10,277.4     $ 9,997.7     $ 8,274.9     $ 6,455.9  
____________

(a)
Includes (i) a non-cash goodwill impairment charges of $4,033.3 million in 2008 and (ii) a non-cash goodwill impairment charge of $377.1 million in the five months ended May 31, 2007 relating to KMP’s acquisition of Trans Mountain pipeline from us on April 30, 2007.
  
(b)
Includes a non-cash impairment charge of $430.0 million in 2010 to reduce the carrying value of our investment in NGPL PipeCo LLC.
  
(c)
Basic and diluted earnings per common share include earnings per share from discontinued operations of $0.01 for the year ended December 31, 2011.
  
(d)
Year ended December 31, 2011 dividend per share has been prorated for the portion of the first quarter we were a public company ($0.14 per share).  If we had been a public company for the entire year, the year to date declared dividend would have been $1.20 per share ($0.29 per share, $0.30 per share, $0.30 per share and $0.31 per share for the first, second, third and fourth quarter of 2011, respectively).
  
(e)
Capital expenditures shown are for continuing operations only.
  
(f)
For the purpose of computing the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes, and before non-controlling interests in pre-tax income of consolidated subsidiaries with no fixed charges, equity earnings (including amortization of excess cost of equity investments) and unamortized capitalized interest, plus fixed charges and distributed income of equity investees.  Fixed charges are defined as the sum of interest on all indebtedness (excluding capitalized interest), amortization of debt issuance costs and that portion of rental expense which we believe to be representative of an interest factor.  Also, for the year ended December 31, 2008 and the five months ended May 31, 2007, fixed charges exceeded earnings by $3,024.9 million and $35.6 million, respectively, primarily due to non-cash goodwill impairment charges discussed above in footnotes (a) and (b)
  
(g)
Excludes value of interest rate swaps.  Increases to long-term debt for value of interest rate swaps for KMI and its subsidiaries (excluding KMP and its subsidiaries) totaled $72.4 million, $51.4 million, $28.5 million, $19.7 million and $47.5 million as of December 31, 2011, 2010, 2009, 2008 and 2007, respectively.
  
(h)
Excludes value of interest rate swaps.  Increases to long-term debt for value of interest rate swaps for KMP and its subsidiaries totaled $1,078.9 million, $604.9 million, $332.5 million, $951.3 million and $152.2 million as of December 31, 2011, 2010, 2009, 2008 and 2007, respectively.


 
57

 
Kinder Morgan, Inc. Form 10-K

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this report.  Additional sections in this report which should be helpful to the reading of our discussion and analysis include the following: (i) a description of our business strategy found in Items 1 and 2 “Business and Properties—(c) Narrative Description of Business—Business Strategy;” (ii) a description of developments during 2011, found in Items 1 and 2 “Business and Properties—(a) General Development of Business—Recent Developments;” and (iii) a description of risk factors affecting us and our business, found in Item 1A “Risk Factors.”
 
Inasmuch as the discussion below and the other sections to which we have referred you pertain to management’s comments on financial resources, capital spending, our business strategy and the outlook for our business, such discussions contain forward-looking statements.  These forward-looking statements reflect the expectations, beliefs, plans and objectives of management about future financial performance and assumptions underlying management’s judgment concerning the matters discussed, and accordingly, involve estimates, assumptions, judgments and uncertainties.  Our actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to any differences include, but are not limited to, those discussed below and elsewhere in this report, particularly in Item 1A “Risk Factors” and below in “—Information Regarding Forward-Looking Statements.”
 
General
 
Pending Acquisition of El Paso Corporation
 
On October 16, 2011, we and El Paso Corporation (NYSE: EP) announced a definitive agreement whereby we will acquire all of the outstanding shares of EP.  EP owns North America’s largest interstate natural gas pipeline system, one of North America’s largest independent exploration and production companies and an emerging midstream business.  EP also owns a 42 percent limited partner interest and the 2 percent general partner interest in El Paso Pipeline Partners, L.P.( NYSE:EPB).
 
 
As of the announcement date, the total purchase price, including the assumption of debt outstanding at EP and the debt outstanding at EPB, was approximately $38 billion.  Under the terms of the transaction, the consideration to be received by the EP shareholders is valued at $26.87 per EP share based on KMI’s closing price as of October 14, 2011, representing a 47 percent premium to the 20-day average closing price of EP common shares and a 37 percent premium over the closing price of EP common shares on October 14, 2011.  The offer is comprised of $14.65 in cash, 0.4187 KMI Class P shares (valued at $11.26 per EP share) and 0.640 KMI warrants (valued at $0.96 per EP share) based on KMI’s closing price on October 14, 2011.  The warrants will have an exercise price of $40 and a five-year term.  EP shareholders will be able to elect, for each EP share held, either (i) $25.91 in cash, (ii) 0.9635 KMI Class P shares, or (iii) $14.65 in cash plus 0.4187 KMI Class P shares.  All elections will be subject to proration and in all cases EP shareholders will receive 0.640 KMI warrants per share of EP common stock.
 
 
The combined company will be the:
 
 
Largest owner and operator of natural gas pipelines and storage assets in North America with approximately 67,000 miles of natural gas transportation pipelines.  Pipelines are connected to many important natural gas shale plays including Eagle Ford, Marcellus, Utica, Haynesville, Fayetteville and Barnett.  Largest provider of contracted natural gas treating services and significant other midstream gathering assets.
 
 
Largest independent transporter of petroleum products in the United States, transporting approximately 1.9 million barrels per day of gasoline, jet fuel, diesel, natural gas liquids and crude oil through more than 8,000 miles of pipelines.
 
 
Largest transporter of CO2 in the United States, transporting 1.3 billion cubic feet per day.  Carbon dioxide is used in enhanced oil recovery projects.
 
 
Second largest oil producer in Texas, producing over 50,000 barrels per day.
 
 
Largest independent terminal owner/operator in the United States.  Liquids terminals have capacity of 107 million barrels and store refined petroleum products, ethanol and more.  Dry bulk terminals are expected to handle over 100 million tons of materials in 2011, including products like coal.
 
 
Only oil sands pipeline serving the West Coast.  The Trans Mountain pipeline system transports 300,000 barrels of crude oil per day to Vancouver, B.C., and Washington State.
 
 
·  
 
 

 
58

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


On February 10, 2012, we entered into (i) an amendment to our existing $1.0 billion revolving credit facility to permit, among other things, the transactions contemplated by the E P merger agreement, and to fund, in part, the transactions and related costs and expenses; (ii) an incremental joinder agreement which provides for $750 million in additional commitments under our existing revolving credit facility; and (iii) an acquisition debt facilities credit agreement containing a $6.8 billion 364-day facility and a $5.0 billion 3-year term loan facility, the proceeds of which will be used to finance a portion of the cash consideration and related fees and expenses to be paid in connection with the EP acquisition. All of the foregoing will be effective upon completion of the EP acquisition.
 
The transaction has been approved by each company’s board of directors.  Prior to closing, the transaction will require approval of both KMI and EP shareholders.  The transaction is expected to close in the second quarter of 2012 and is subject to customary regulatory approvals.
 
The opportunity to sell (drop-down) EP’s natural gas pipeline assets to KMP and EPB and sell EP’s exploration and production business, and the availability of certain net operating loss carryforwards to help offset taxable gains in connection with such sales, is expected to reduce substantially the level of indebtedness incurred to finance the transactions.
 
Initial Public Offering
 
On February 16, 2011, we completed an initial public offering of common stock (see Notes 1 and 10 to our consolidated financial statements included elsewhere in this report).
 
Our assets that currently generate cash for the payment of dividends and for other purposes consist primarily of our ownership of the general partner interest in KMP, approximately 11% of the limited partner interests of KMP and a 20% interest in NGPL PipeCo LLC.  Approximately 98% and 97% of the distributions we received from our subsidiaries for the years ended December 31, 2011 and 2010, respectively, were attributable to KMP.
 
Description of Business
 
Our business model, through our ownership and operation of energy related assets and through our ownership of the general partner of KMP and KMR’s management of KMP’s operations, is built to support two principal components:
 
 
helping customers by providing energy, bulk commodity and liquids products transportation, storage and distribution; and
 
 
creating long-term value for our stockholders.
 
To achieve these objectives, we focus on providing fee-based services to customers from a business portfolio consisting of energy-related pipelines, bulk and liquids terminal facilities, and carbon dioxide and petroleum reserves.  Our reportable business segments are based on the way our management organizes our enterprise, and each of our business segments represents a component of our enterprise that engages in a separate business activity and for which discrete financial information is available.
 
Our reportable business segments are:
 
 
Products Pipelines—KMP—the ownership and operation of refined petroleum products pipelines that deliver gasoline, diesel fuel, jet fuel and natural gas liquids to various markets, plus the ownership and/or operation of associated product terminals and petroleum pipeline transmix facilities;
 
 
Natural Gas Pipelines—KMP—the ownership and operation of major interstate and intrastate natural gas pipeline and storage systems, plus the ownership and/or operation of associated natural gas processing and treating facilities;
 
 
CO2—KMP—(i) the production, transportation and marketing of carbon dioxide, referred to as CO2, to oil fields that use CO2 to increase production of oil; (ii) ownership interests in and/or operation of oil fields in West Texas; and (iii) the ownership and operation of a crude oil pipeline system in West Texas;
 
 
Terminals—KMP—the ownership and/or operation of liquids and bulk terminal facilities and rail transloading and materials handling facilities located throughout the United States and portions of Canada;
 
 
Kinder Morgan Canada—KMP—(i) the ownership and operation of the Trans Mountain pipeline system that transports crude oil and refined petroleum products from Edmonton, Alberta, Canada to marketing terminals and refineries in British Columbia, Canada and the state of Washington; (ii) the 33 1⁄3% interest in the Express crude
 

 
59

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K

 
 
 
oil pipeline system, which connects Canadian and U.S. producers to refineries located in the U.S. Rocky Mountain and Midwest regions; and (iii) the Jet Fuel aviation turbine fuel pipeline that serves the Vancouver (Canada) International Airport; and
 
 
NGPL PipeCo LLC—our 20% interest in NGPL PipeCo LLC, the owner of Natural Gas Pipeline Company of America and certain affiliates, collectively referred to as Natural Gas Pipeline Company of America or NGPL, a major interstate natural gas pipeline and storage system, which we operate.  
 
In addition, during the historical periods presented prior to 2011 in this report, we had a business segment referred to as Power, which consisted of our ownership of natural gas-fired electric generation facilities.  On October 22, 2010, we sold our facility located in Michigan, referred to as Triton Power, for approximately $15.0 million in cash, and as a result, we no longer report Power as a business segment.  See Note 3 to our consolidated financial statements included elsewhere in this report.
 
As an energy infrastructure owner and operator in multiple facets of the United States’ and Canada’s various energy businesses and markets, we examine a number of variables and factors on a routine basis to evaluate our current performance and our prospects for the future.  Many of our operations are regulated by various U.S. and Canadian regulatory bodies and a portion of the business portfolio (including the Kinder Morgan Canada—KMP business segment, the Canadian portion of the Cochin Pipeline, and bulk and liquids terminal facilities located in Canada) uses the local Canadian dollar as the functional currency for its Canadian operations and enters into foreign currency-based transactions, both of which affect segment results due to the inherent variability in U.S.-Canadian dollar exchange rates.  To help understand our reported operating results, all of the following references to ‘‘foreign currency effects,’’ or similar terms in this section represent our estimates of the changes in financial results, in U.S. dollars, resulting from fluctuations in the relative value of the Canadian dollar to the U.S. dollar.  The references are made to facilitate period-to-period comparisons of business performance and may not be comparable to similarly titled measures used by other registrants.
 
The profitability of our refined petroleum products pipeline transportation business is generally driven by the volume of refined petroleum products that we transport and the prices we receive for our services.  Transportation volume levels are primarily driven by the demand for the refined petroleum products being shipped or stored.  Demand for refined petroleum products tends to track in large measure demographic and economic growth, and with the exception of periods of time with very high product prices or recessionary conditions, demand tends to be relatively stable.  Because of that, we seek to own refined petroleum products pipelines located in, or that transport to, stable or growing markets and population centers.  The prices for shipping are generally based on regulated tariffs that are adjusted annually based on changes in the U.S. Producer Price Index.
 
With respect to our interstate natural gas pipelines and related storage facilities, the revenues from these assets are primarily received under contracts with terms that are fixed for various and extended periods of time.  To the extent practicable and economically feasible in light of our strategic plans and other factors, we generally attempt to mitigate risk of reduced volumes and prices by negotiating contracts with longer terms, with higher per-unit pricing and for a greater percentage of our available capacity.  These long-term contracts are typically structured with a fixed-fee reserving the right to transport natural gas and specify that we receive the majority of our fee for making the capacity available, whether or not the customer actually chooses to utilize the capacity.  Similarly, in the Texas Intrastate Pipeline business, we currently derive approximately 75% of our sales and transport margins from long-term transport and sales contracts that include requirements with minimum volume payment obligations.  As contracts expire, we have additional exposure to the longer term trends in supply and demand for natural gas.  As of December 31, 2011, the remaining average contract life of KMP’s natural gas transportation contracts (including its intrastate pipelines) was approximately eight years.
 
The CO2 sales and transportation business primarily has contracts with minimum volume requirements, which as of December 31, 2011, had a remaining average contract life of four years (this remaining average contract life includes intercompany sales; when we eliminate intercompany sales, the remaining average contract life is approximately five years).  Carbon dioxide sales contracts vary from customer to customer and have evolved over time as supply and demand conditions have changed. Our recent contracts have generally provided for a delivered price tied to the price of crude oil, but with a floor price.  On a volume-weighted basis, for contracts making deliveries in 2012, and utilizing the average oil price per barrel contained in our 2012 budget, approximately 70% of our contractual volumes are based on a fixed fee or floor price, and 30% fluctuate with the price of oil (these percentages include intercompany sales; when we eliminate intercompany sales, the percentages are 72% and 28%, respectively).  In the long-term, our success in this business is driven by the demand for carbon dioxide.  However, short-term changes in the demand for carbon dioxide typically do not have a significant impact on us due to the required minimum sales volumes under many of our contracts.  In the CO2—KMP business segment’s oil and gas producing activities, we monitor the amount of capital we expend in relation to the amount of production that we expect to add.  In that regard, our production during any period is an important measure.  In
 

 
60

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


addition, the revenues we receive from our crude oil, natural gas liquids and carbon dioxide sales are affected by the prices we realize from the sale of these products.  Over the long-term, we will tend to receive prices that are dictated by the demand and overall market price for these products.  In the shorter term, however, market prices are likely not indicative of the revenues we will receive due to our risk management, or hedging, program, in which the prices to be realized for certain of our future sales quantities are fixed, capped or bracketed through the use of financial derivative contracts, particularly for crude oil.  The realized weighted average crude oil price per barrel, with all hedges allocated to oil, was $69.73 per barrel in 2011, $59.96 per barrel in 2010 and $49.55 per barrel in 2009.  Had we not used energy derivative contracts to transfer commodity price risk, our crude oil sales prices would have averaged $92.61 per barrel in 2011, $76.93 per barrel in 2010 and $59.02 per barrel in 2009.
 
The factors impacting the Terminals—KMP business segment generally differ depending on whether the terminal is a liquids or bulk terminal, and in the case of a bulk terminal, the type of product being handled or stored.  As with our refined petroleum products pipeline transportation business, the revenues from our bulk terminals business are generally driven by the volumes we handle and/or store, as well as the prices we receive for our services, which in turn are driven by the demand for the products being shipped or stored.  While we handle and store a large variety of products in our bulk terminals, the primary products are coal, petroleum coke, and steel.  For the most part, we have contracts for this business that have minimum volume guarantees and are volume based above the minimums.  Because these contracts are volume based above the minimums, our profitability from the bulk business can be sensitive to economic conditions.  Our liquids terminals business generally has longer-term contracts that require the customer to pay regardless of whether they use the capacity.  Thus, similar to our natural gas pipeline business, our liquids terminals business is less sensitive to short-term changes in supply and demand.  Therefore, the extent to which changes in these variables affect our terminals business in the near term is a function of the length of the underlying service contracts (which is typically approximately four years), the extent to which revenues under the contracts are a function of the amount of product stored or transported, and the extent to which such contracts expire during any given period of time.  To the extent practicable and economically feasible in light of our strategic plans and other factors, we generally attempt to mitigate the risk of reduced volumes and pricing by negotiating contracts with longer terms, with higher per-unit pricing and for a greater percentage of our available capacity.  In addition, weather-related factors such as hurricanes, floods and droughts may impact our facilities and access to them and, thus, the profitability of certain terminals for limited periods of time or, in relatively rare cases of severe damage to facilities, for longer periods.
 
In our discussions of the operating results of individual businesses that follow (see “—Results of Operations” below), we generally identify the important fluctuations between periods that are attributable to acquisitions and dispositions separately from those that are attributable to businesses owned in both periods.  Continuing its history of making accretive acquisitions and economically advantageous expansions of existing businesses, in 2011, we invested approximately $2.6 billion for both strategic business acquisitions and expansions of existing assets.  KMP’s capital investments helped it to achieve compound annual growth rates in cash distributions to its limited partners of 4.8%, 4.7%, and 7.2%, respectively, for the one-year, three-year, and five-year periods ended December 31, 2011.
 
Thus, KMP’s ability to increase distributions to us and other investors will, to some extent, be a function of its ability to complete successful acquisitions and expansions.  We believe KMP will continue to have opportunities for expansion of its facilities in many markets, and it has budgeted approximately $1.7 billion for its 2012 capital expansion program, including small acquisitions and investment contributions.  Based on our historical record and because there is continued demand for energy infrastructure in the areas we serve, we expect to continue to have such opportunities in the future, although the level of such opportunities is difficult to predict.
 
In addition, KMP regularly considers and enters into discussions regarding potential acquisitions, including those from us or our affiliates, and are currently contemplating potential acquisitions.  While there are currently no unannounced purchase agreements for the acquisition of any material business or assets, such transactions can be effected quickly, may occur at any time and may be significant in size relative to our existing assets or operations.  KMP’s ability to make accretive acquisitions is a function of the availability of suitable acquisition candidates at the right cost, and includes factors over which we have limited or no control.  Thus, we have no way to determine the number or size of accretive acquisition candidates in the future, or whether we will complete the acquisition of any such candidates.
 
KMP’s ability to make accretive acquisitions or expand its assets is impacted by its ability to maintain adequate liquidity and to raise the necessary capital needed to fund such acquisitions.  As a master limited partnership, KMP distributes all of its available cash, and it accesses capital markets to fund acquisitions and asset expansions.  Historically, KMP has succeeded in raising necessary capital in order to fund its acquisitions and expansions, and although we cannot predict future changes in the overall equity and debt capital markets (in terms of tightening or loosening of credit), we believe that KMP’s stable cash flows, its investment grade credit rating, and its historical record of successfully accessing both equity and debt funding sources should allow it to continue to execute its current investment, distribution and
 

 
61

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


acquisition strategies, as well as refinance maturing debt when required.  For a further discussion of our liquidity, including KMP’s public debt and equity offerings in 2011, please see “—Liquidity and Capital Resources” below.
 
Dividend Policy
 
Our dividend policy set forth in our shareholders agreement provides, subject to applicable law, that we will pay quarterly cash dividends on all classes of our capital stock equal to the cash we receive from our subsidiaries and other sources less any cash disbursements and reserves established by a majority vote of our board of directors, including for general and administrative expenses, interest and cash taxes.  The division of our dividends among our classes of capital stock will be in accordance with our charter.  Our board of directors may declare dividends by a majority vote in accordance with our dividend policy pursuant to our bylaws.  This policy reflects our judgment that our stockholders would be better served if we distributed to them a substantial portion of our cash.  As a result, we may not retain a sufficient amount of cash to fund our operations or to finance unanticipated capital expenditures or growth opportunities, including acquisitions.
 
As presented in the table at the end of this section, for the year ended December 31, 2011, we had cash available to pay distributions of $835.3 million, exceeding our budget of $820 million.  As discussed below, our dividend for the first quarter of 2011 (paid on May 16, 2011) was prorated for the time we have been public.  Dividends on our investor retained stock generally will be paid at the same time as dividends on our common stock and will be based on the aggregate number of shares of common stock into which our investor retained stock is convertible on the record date for the applicable dividend.
 
The portion of our dividends payable on the three classes of our investor retained stock may vary among those classes, but the variations will not affect the dividends we pay on our common stock since the total number of shares of common stock into which our outstanding investor retained stock can convert in the aggregate was fixed on the closing of our initial public offering on February 16, 2011.  As of December 31, 2011, investor retained stock was convertible into a fixed aggregate of 535,972,387 shares of our common stock, which represent 75.7% of our common stock on a fully-converted basis.  Subsequent to our initial public offering, any conversion of our investor retained stock into our common stock reduces on a one for one basis the number of common shares into which our investor retained stock can convert such that the number of shares on a fully converted basis is the same before and after the conversion of our investor retained stock.
 
Our board of directors may amend, revoke or suspend our dividend policy at any time and for any reason, which would require a supermajority board approval while the Sponsor Investors, consisting of investment funds advised by, or affiliated with, Goldman, Sachs & Co., Highstar Capital LP, The Carlyle Group and Riverstone Holdings LLC, maintain prescribed ownership thresholds.  During that time, supermajority approval would also be required to declare and pay any dividends that are not in accordance with our dividend policy.  There is nothing in our dividend policy or our governing documents that prohibits us from borrowing to pay dividends.  The actual amount of dividends to be paid on our capital stock will depend on many factors, including our financial condition and results of operations, liquidity requirements, market opportunities, our capital requirements, legal, regulatory and contractual constraints, tax laws and other factors.  Distributions we receive from KMP are our most significant source of our cash available to pay dividends (including the value of additional KMR shares we receive on the approximately 14.1 million shares we own).  We intend periodically to sell the KMR shares we receive as distributions to generate cash.
 
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 management employees.  No holders of our Class B shares or Class C shares received such bonuses.
 
Subsequent to the offering and through December 31, 2011, we paid dividends totaling $523.8 million, or $0.74 per common share, which consisted of (i) the initial quarterly dividend of $0.14 per share for the first quarter of 2011, representing a prorated amount for the period during the first quarter that we were public and (ii) quarterly dividends of $0.30 per share with respect to the second and third quarters of 2011.  On January 18, 2012, our Board of directors declared a dividend of $0.31 per share ($1.24 annualized) for the fourth quarter of 2011 paid on February 15, 2012, to shareholders of record as of January 31, 2012.
 

 
62

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


Cash Available to Pay Dividends
(In millions)
 
   
Year Ended
December 31,
 
   
2011
   
2010
 
KMP distributions to us
           
From ownership of general partner interest(a)(b)
  $ 1,188.4     $ 883.9  
On KMP units owned by us(c)
    99.3       93.7  
On KMR shares owned by us(d)
    61.7       54.2  
Total KMP distributions to us
    1,349.4       1,031.8  
NGPL PipeCo LLC’s cash available for distribution to us
    30.3       34.7  
                 
Total cash generated
    1,379.7       1,066.5  
General and administrative expenses and sustaining capital expenditures
    (10.2 )     2.6  
Interest expense
    (166.3 )     (158.0 )
                 
Cash available to pay dividends before cash taxes
    1,203.2       911.1  
Cash taxes(e)
    (367.9 )     (257.0 )
                 
Cash available to pay dividends(b)
  $ 835.3     $ 654.1  
____________

(a)
Based on (i) Kinder Morgan Energy Partners, L.P.  (KMP) distributions of $4.58 and $4.32 per common unit paid in the years ended December 31, 2011 and 2010, respectively, (versus distributions of $4.61 and $4.40 per common unit declared for the years ended December 31, 2011 and 2010, respectively); (ii) 316.2 million and 298.2 million aggregate common units, Class B units and i-units outstanding as of January 31, 2011 and January 29, 2010, respectively; (iii) 318.9 million and 299.7 million aggregate common units, Class B units and i-units outstanding as of April 29, 2011 and April 30, 2010, respectively; (iv) 329.7 million and 309.3 million aggregate common units, Class B units and i-units outstanding as of July 29, 2011 and July 30, 2010, respectively; (v) 333.0 million and 312.9 million aggregate common units, Class B units and i-units outstanding as of October 31, 2011 and October 28, 2010, respectively; and (vi) with respect to the 7.9 million common units issued during 2010 that were deemed by us to be issued in connection with financing a portion of the acquisition of KMP's initial 50% interest in the KinderHawk joint venture, we as general partner waived receipt of its related incentive distributions from the second quarter 2010 through 2011.   
  
(b)
Includes $170 million pre-tax (approximately $109 million after-tax) negative impact in the third quarter of 2010 of a KMP distribution of cash from an interim capital transaction.  As a result of the distribution of cash from an interim capital transaction, the amount actually distributed to the general partner in the third quarter of 2010 was $170 million lower than it otherwise would have been had all the distributions been cash from operations.  Excluding the effect of the distribution of cash from an interim capital transaction, projected cash available to pay dividends was approximately $763 million for the year ended December 31, 2010.
  
(c)
Based on 21.7 million KMP units owned by us multiplied by the KMP per unit distribution paid, as outlined in footnote (a) above.
  
(d)
Assumes that we sold approximately 0.9 million Kinder Morgan Management, LLC (KMR) shares that we received as distributions in each of the years ended December 31, 2011 and 2010 at the price used to calculate the number of KMR shares received in the quarterly distributions.  We did not sell any KMR shares in 2011 or 2010.  We intend periodically to sell the KMR shares we receive as distributions to generate cash.
 
(e)
2010 amounts include approximately $61 million of tax benefits related to an interim capital transaction.


 
63

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


Reconciliation of Cash Available to Pay Dividends to Income from Continuing Operations
(In millions)
 
   
Year Ended
December 31,
 
   
2011
   
2010
 
             
Income from continuing operations(a)
  $ 652.2     $ 300.3  
Depreciation, depletion and amortization(a)
    1,091.9       1,078.8  
Amortization of excess cost of equity investments(a)
    6.7       5.8  
(Income) Loss from equity investments(a)
    (313.1 )     186.2  
Distributions from equity investments
    286.6       219.8  
Distributions from equity investments in excess of cumulative earnings
    236.3       224.5  
KMP certain items(b)
    493.0       189.2  
KMI purchase accounting(c)
    (9.2 )     (33.8 )
Going Private Transaction litigation settlement(d)
    -       200.0  
Interim capital transaction(e)
    -       (166.6 )
Difference between cash and book taxes
    (32.4 )     (99.0 )
Difference between cash and book interest expense for KMI
    (0.9 )     (0.7 )
Sustaining capital expenditures(f)
    (212.7 )     (180.8 )
KMP declared distribution on its limited partner units owned by the public(g)
    (1,356.5 )     (1,210.8 )
Other(h)
    (6.6 )     (58.8 )
Cash available to pay dividends
  $ 835.3     $ 654.1  
____________
(a)
Consists of the corresponding line items in our consolidated statements of income included elsewhere in this report.
  
(b)
Consists of items such as hedge ineffectiveness, legal and environmental reserves, gain/loss on sale, insurance proceeds from casualty losses, and asset disposition expenses.  Year 2011 includes (i) $167.2 million non-cash loss on remeasurement of KMP’s previously held equity interest in KinderHawk to fair value; (ii) $234.3 million increase to KMP’s legal reserve attributable to rate case and other litigation involving KMP’s products pipelines on the West Coast; and (iii) KMP’s portion ($87.1 million) of a $100 million special bonus expense for non-senior management employees, which KMP is required to recognize in accordance with U.S. generally accepted accounting principles.  However, KMP has no obligation, nor did it pay any amounts in respect to such bonuses. The cost of the $100 million special bonus to non-senior management 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 flows used to determine its distribution.
  
(c)
Consists of non-cash purchase accounting adjustments related to the Going Private Transaction primarily associated with non-cash income recognized from the revaluation of KMP’s crude hedges.
  
(d)
Year 2010 includes a $200 million (pre-tax) Going Private Transaction litigation settlement.
 
(e)
Year 2010 includes an interim capital transaction wherein a portion of KMP’s partnership distributions for the second quarter of 2010 (which it paid in the third quarter of 2010) was a distribution of cash from an interim capital transaction rather than a distribution of cash from operations.  The difference between the $166.6 million pre-tax amount shown here and the $170 million pre-tax amount discussed in note (b) to the Cash Available to Pay Dividends table above is due to differences between the earnings impact and the cash impact of the interim capital transaction.  The difference is reflected in this table in “Other.”
  
(f)
We define sustaining capital expenditures as capital expenditures that do not expand the capacity of an asset.
  
(g)
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.
  
(h)
Consists of items such as timing and other differences between earnings and cash (for example, a lag between when earnings are recognized and distributions are paid, including distributions to us by KMP), the elimination of any earnings from our formerly owned Power segment, KMP’s cash flow in excess of its distributions and KMI certain items, which includes KMI’s portion ($12.9 million) of the special bonus described in footnote (b) above for the year ended December 31, 2011.

 
64

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


Critical Accounting Policies and Estimates
 
Accounting standards require information in financial statements about the risks and uncertainties inherent in significant estimates, and the application of U.S. generally accepted accounting principles involves the exercise of varying degrees of judgment.  Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time our financial statements are prepared.  These estimates and assumptions affect the amounts we report for our assets and liabilities, our revenues and expenses during the reporting period, and our disclosure of contingent assets and liabilities at the date of our financial statements.  We routinely evaluate these estimates, utilizing historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances.  Nevertheless, actual results may differ significantly from our estimates, and any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.
 
In preparing our consolidated financial statements and related disclosures, examples of certain areas that require more judgment relative to others include our use of estimates in determining (i) the economic useful lives of our assets; (ii) the fair values used to assign purchase price from business combinations, determine possible asset impairment charges, and calculate the annual goodwill impairment test; (iii) reserves for environmental claims, legal fees, transportation rate cases and other litigation liabilities; (iv) provisions for uncollectible accounts receivables; (v) exposures under contractual indemnifications; and (vi) unbilled revenues.
 
For a summary of our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this report.  We believe that certain accounting policies are of more significance in our consolidated financial statement preparation process than others, which policies are discussed as follows.
 
Environmental Matters
 
With respect to our environmental exposure, we utilize both internal staff and external experts to assist us in identifying environmental issues and in estimating the costs and timing of remediation efforts.  We expense or capitalize, as appropriate, environmental expenditures that relate to current operations, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs.  Generally, we do not discount environmental liabilities to a net present value, and we recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable.
 
Our recording of our environmental accruals often coincides with our completion of a feasibility study or our commitment to a formal plan of action, but generally, we recognize and/or adjust our environmental liabilities following routine reviews of potential environmental issues and claims that could impact our assets or operations.  These adjustments may result in increases in environmental expenses and are primarily related to quarterly reviews of potential environmental issues and resulting environmental liability estimates.
 
These environmental liability adjustments are recorded pursuant to our management’s requirement to recognize contingent environmental liabilities whenever the associated environmental issue is likely to occur and the amount of our liability can be reasonably estimated.  In making these liability estimations, we consider the effect of environmental compliance, pending legal actions against us, and potential third party liability claims.  For more information on our environmental disclosures, see Note 16 to our consolidated financial statements included elsewhere in this report.
 
Legal Matters
 
We are subject to litigation and regulatory proceedings as a result of our business operations and transactions.  We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements.  In general, we expense legal costs as incurred; accordingly, to the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected.  When we identify specific litigation that is expected to continue for a significant period of time, is reasonably possible to occur, and may require substantial expenditures, we identify a range of possible costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement.  Generally, if no amount within this range is a better estimate than any other amount, we record a liability equal to the low end of the range.  Any such liability recorded is revised as better information becomes available.
 
As of December 31, 2011, KMP’s most significant ongoing litigation proceedings involved its West Coast Products Pipelines.  Transportation rates charged by certain of these pipeline systems are subject to proceedings at the FERC and
 

 
65

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


the CPUC involving shipper challenges to the pipelines’ interstate and intrastate (California) rates, respectively.  For more information on regulatory proceedings, see Note 16 to our consolidated financial statements included elsewhere in this report.
 
Intangible Assets
 
Intangible assets are those assets which provide future economic benefit but have no physical substance.  Identifiable intangible assets having indefinite useful economic lives, including goodwill, are not subject to regular periodic amortization, and such assets are not to be amortized until their lives are determined to be finite.  Instead, the carrying amount of a recognized intangible asset with an indefinite useful life must be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value.  We evaluate our goodwill for impairment on May 31 of each year.  There were no impairment charges resulting from our May 31, 2011 impairment testing, and no event indicating an impairment has occurred subsequent to that date.  For more information on our goodwill, see Notes 2 and 7 to our consolidated financial statements included elsewhere in this report.
 
Excluding goodwill, our other intangible assets include customer contracts, relationships and agreements, lease value, and technology-based assets.  These intangible assets have definite lives, are being amortized in a systematic and rational manner over their estimated useful lives, and are reported separately as “Other intangibles, net” in our accompanying consolidated balance sheets.  For more information on our amortizable intangibles, see Note 7 to our consolidated financial statements included elsewhere in this report.
 
Estimated Net Recoverable Quantities of Oil and Gas
 
We use the successful efforts method of accounting for our oil and gas producing activities.  The successful efforts method inherently relies on the estimation of proved reserves, both developed and undeveloped.  The existence and the estimated amount of proved reserves affect, among other things, whether certain costs are capitalized or expensed, the amount and timing of costs depleted or amortized into income, and the presentation of supplemental information on oil and gas producing activities.  The expected future cash flows to be generated by oil and gas producing properties used in testing for impairment of such properties also rely in part on estimates of net recoverable quantities of oil and gas.
 
Proved reserves are the estimated quantities of oil and gas that geologic and engineering data demonstrates with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.  Estimates of proved reserves may change, either positively or negatively, as additional information becomes available and as contractual, economic and political conditions change.  For more information on our ownership interests in the net quantities of proved oil and gas reserves and our measures of discounted future net cash flows from oil and gas reserves, please see Note 21 to our consolidated financial statements included elsewhere in this report.
 
Hedging Activities
 
We engage in a hedging program that utilizes derivative contracts to mitigate (offset) our exposure to fluctuations in energy commodity prices and to balance our exposure to fixed and variable interest rates, and we believe that these hedges are generally effective in realizing these objectives.  According to the provisions of U.S. generally accepted accounting principles, to be considered effective, changes in the value of a derivative contract or its resulting cash flows must substantially offset changes in the value or cash flows of the item being hedged, and any ineffective portion of the hedge gain or loss and any component excluded from the computation of the effectiveness of the derivative contract must be reported in earnings immediately.
 
Since it is not always possible for us to engage in a hedging transaction that completely mitigates our exposure to unfavorable changes in commodity prices—a perfectly effective hedge—we often enter into hedges that are not completely effective in those instances where we believe to do so would be better than not hedging at all.  But because the part of such hedging transactions that is not effective in offsetting undesired changes in commodity prices (the ineffective portion) is required to be recognized currently in earnings, our financial statements may reflect a gain or loss arising from an exposure to commodity prices for which we are unable to enter into a completely effective hedge.  For example, when we purchase a commodity at one location and sell it at another, we may be unable to hedge completely our exposure to a differential in the price of the product between these two locations; accordingly, our financial statements may reflect some volatility due to these hedges.  For more information on our hedging activities, see Note 13 to our consolidated financial statements included elsewhere in this report.
 

 
66

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


Employee Benefit Plans
 
With respect to the amount of income or expense we recognize in association with our pension and retiree medical plans, we must make a number of assumptions with respect to both future financial conditions (for example, medical costs, returns on fund assets and market interest rates) as well as future actions by plan participants (for example, when they will retire and how long they will live after retirement).  Most of these assumptions have relatively minor impacts on the overall accounting recognition given to these plans, but two assumptions in particular, the discount rate and the assumed long-term rate of return on fund assets, can have significant effects on the amount of expense recorded and liability recognized.  We review historical trends, future expectations, current and projected market conditions, the general interest rate environment and benefit payment obligations to select these assumptions.  The discount rate represents the market rate for a high quality corporate bond.  The selection of these assumptions is further discussed in Note 9 to our consolidated financial statements included elsewhere in this report.  While we believe our choices for these assumptions are appropriate in the circumstances, other assumptions could be reasonably applied and, therefore, we note that, at our current level of pension and retiree medical funding, a change of 1% in the long-term return on assets assumption would increase (decrease) our annual retiree medical expense by approximately $0.6 million ($0.6 million) and would increase (decrease) our annual pension expense by $2.5 million ($2.5 million) in comparison to that recorded in 2011.  Similarly, a 1% change in the discount rate would increase (decrease) our accumulated postretirement benefit obligation by $8.5 million ($7.7 million) and would increase (decrease) our projected pension benefit obligation by $39.4 million ($35.2 million) compared to those balances as of December 31, 2011.
 
Income Taxes
 
We record a valuation allowance to reduce our deferred tax assets to an amount that is more likely than not to be realized.  While we have considered estimated future taxable income and prudent and feasible tax planning strategies in determining the amount of our valuation allowance, any change in the amount that we expect to ultimately realize will be included in income in the period in which such a determination is reached.  In addition, we do business in a number of states with differing laws concerning how income subject to each state’s tax structure is measured and at what effective rate such income is taxed.  Therefore, we must make estimates of how our income will be apportioned among the various states in order to arrive at an overall effective tax rate.  Changes in our effective rate, including any effect on previously recorded deferred taxes, are recorded in the period in which the need for such change is identified.
 
In determining the deferred income tax asset and liability balances attributable to our investments, we have applied an accounting policy that looks through our investments including our investment in KMP.  The application of this policy resulted in no deferred income taxes being provided on the difference between the book and tax basis on the non-tax-deductible goodwill portion of our investment in KMP.
 
Going Private Transaction
 
A Going Private Transaction completed in May 2007, see Note 2 of our consolidated financial statements included elsewhere in this report, was accounted for as a purchase business combination.  Accordingly, our assets and liabilities were recorded at their estimated fair values as of the date of the completion of the Going Private Transaction, with the excess of the purchase price over these combined fair values recorded as goodwill.
 

 
67

 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Kinder Morgan, Inc. Form 10-K


Results of Operations
 
Consolidated
 
   
Year Ended December 31,
 
   
2011
   
2010
   
2009
 
   
(In millions)
 
Segment earnings (loss) before depreciation, depletion and amortization expense and amortization of excess cost of equity investments(a)
                 
Products Pipelines—KMP(b)
  $ 461.3     $ 496.9     $ 584.0  
Natural Gas Pipelines—KMP(c)
    772.8       828.9       788.7  
CO2—KMP(d)
    1,116.1       1,018.2       878.5  
Terminals—KMP(e)
    702.1       640.3       596.4  
Kinder Morgan Canada—KMP(f)
    201.6       181.6