UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

Form 10-K

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

For the fiscal year ended December 31, 2019

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.)

1001 Louisiana 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	Trading Symbol(s)	Name of each exchange on which registered
Class P Common Stock	KMI	New York Stock Exchange
1.500% Senior Notes due 2022	KMI 22	New York Stock Exchange
2.250% Senior Notes due 2027	KMI 27 A	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.  Yes þ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No þ

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes þ  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ  Accelerated filer ☐  Non-accelerated filer ☐  Smaller reporting company ☐  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

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 ☐  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 28, 2019 was approximately $40,707,308,596.  As of February 7, 2020, the registrant had 2,265,063,459 Class P shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for the 2020 Annual Meeting of Stockholders, which shall be filed no later than April 29, 2020, are incorporated into PART III, as specifically set forth in PART III.

KINDER MORGAN, INC. AND SUBSIDIARIES TABLE OF CONTENTS
		Page Number
	Glossary	1
	Information Regarding Forward-Looking Statements	2
	PART I
Items 1. and 2.	Business and Properties	4
	General Development of Business	4
	Organizational Structure	4
	Recent Developments	4
	2020 Outlook	6
	Financial Information about Segments	6
	Narrative Description of Business	6
	Business Strategy	6
	Business Segments	7
	Natural Gas Pipelines	7
	Products Pipelines	10
	Terminals	10
	CO2	11
	Major Customers	13
	Regulation	13
	Environmental Matters	17
	Other	19
	Financial Information about Geographic Areas	20
	Available Information	20
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	32
Item 3.	Legal Proceedings	33
Item 4.	Mine Safety Disclosures	33
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
Item 6.	Selected Financial Data	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
	General	35
	Critical Accounting Policies and Estimates	37
	Results of Operations	40
	Overview	40
	Consolidated Earnings Results (GAAP)	42
	Non-GAAP Financial Measures	44
	Segment Earnings Results	47
	General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests	53
	Income Taxes	54

KINDER MORGAN, INC. AND SUBSIDIARIES TABLE OF CONTENTS (continued)
	Liquidity and Capital Resources	54
	General	54
	Short-term Liquidity	54
	Long-term Financing	55
	Capital Expenditures	56
	Off Balance Sheet Arrangements	57
	Contractual Obligations and Commercial Commitments	57
	Cash Flows	57
	Dividends and Stock Buy-back Program	58
	Noncontrolling Interests	59
	Recent Accounting Pronouncements	59
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	59
	Energy Commodity Market Risk	59
	Interest Rate Risk	60
	Foreign Currency Risk	62
Item 8.	Financial Statements and Supplementary Data	62
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	62
Item 9A.	Controls and Procedures	62
Item 9B.	Other Information	63
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
Item 14.	Principal Accounting Fees and Services	63
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	64
	Index to Financial Statements	68
Item 16.	Form 10-K Summary	143
Signatures		144

KINDER MORGAN, INC. AND SUBSIDIARIES GLOSSARY Company Abbreviations
	Calnev	=	Calnev Pipe Line LLC	KMLT	=	Kinder Morgan Liquid Terminals, LLC
	CIG	=	Colorado Interstate Gas Company, L.L.C.	KMP	=	Kinder Morgan Energy Partners, L.P. and its majority-owned and/or controlled subsidiaries
	CPGPL	=	Cheyenne Plains Gas Pipeline Company, L.L.C.
	EagleHawk	=	EagleHawk Field Services LLC	KMTP	=	Kinder Morgan Texas Pipeline LLC
	Elba Express	=	Elba Express Company, L.L.C.	MEP	=	Midcontinent Express Pipeline LLC
	EIG	=	EIG Global Energy Partners	NGPL	=	Natural Gas Pipeline Company of America LLC
	ELC	=	Elba Liquefaction Company, L.L.C.	Ruby	=	Ruby Pipeline Holding Company, L.L.C.
	EPNG	=	El Paso Natural Gas Company, L.L.C.	SFPP	=	SFPP, L.P.
	FEP	=	Fayetteville Express Pipeline LLC	SLNG	=	Southern LNG Company, L.L.C.
	Hiland	=	Hiland Partners, LP	SNG	=	Southern Natural Gas Company, L.L.C.
	KinderHawk	=	KinderHawk Field Services LLC	TGP	=	Tennessee Gas Pipeline Company, L.L.C.
	KMBT	=	Kinder Morgan Bulk Terminals, Inc.	TMEP	=	Trans Mountain Expansion Project
	KMGP	=	Kinder Morgan G.P., Inc.	TMPL	=	Trans Mountain Pipeline System
	KMI	=	Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries	Trans Mountain	=	Trans Mountain Pipeline ULC
	KML	=	Kinder Morgan Canada Limited and its majority-owned and/or controlled subsidiaries	WIC	=	Wyoming Interstate Company, L.L.C.
				WYCO	=	WYCO Development L.L.C.
	KMLP	=	Kinder Morgan Louisiana Pipeline LLC
	Unless the context otherwise requires, references to “we,” “us,” “our,” or “the Company” are intended to mean Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries.
	Common Industry and Other Terms
	2017 Tax Reform	=	The Tax Cuts & Jobs Act of 2017	GAAP	=	United States Generally Accepted Accounting Principles
	/d	=	per day	IPO	=	Initial Public Offering
	AFUDC	=	allowance for funds used during construction	LIBOR	=	London Interbank Offered Rate
	BBtu	=	billion British Thermal Units	LLC	=	limited liability company
	Bcf	=	billion cubic feet	LNG	=	liquefied natural gas
	CERCLA	=	Comprehensive Environmental Response, Compensation and Liability Act	MBbl	=	thousand barrels
				MMBbl	=	million barrels
	C$	=	Canadian dollars	MMtons	=	million tons
	CO2	=	carbon dioxide or our CO2 business segment	NEB	=	Canadian National Energy Board
	CPUC	=	California Public Utilities Commission	NGL	=	natural gas liquids
	DCF	=	distributable cash flow	NYMEX	=	New York Mercantile Exchange
	DD&A	=	depreciation, depletion and amortization	NYSE	=	New York Stock Exchange
	Dth	=	dekatherms	OTC	=	over-the-counter
	EBDA	=	earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments	PHMSA	=	United States Department of Transportation Pipeline and Hazardous Materials Safety Administration
	EBITDA	=	earnings before interest, income taxes, depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments	ROU	=	Right-of-Use
				SEC	=	United States Securities and Exchange Commission
	EPA	=	United States Environmental Protection Agency	TBtu	=	trillion British Thermal Units
	FASB	=	Financial Accounting Standards Board	U.S.	=	United States of America
	FERC	=	Federal Energy Regulatory Commission	WTI	=	West Texas Intermediate
	When we refer to cubic feet measurements, all measurements are at a pressure of 14.73 pounds per square inch.

1

Information Regarding Forward-Looking Statements

This report includes forward-looking statements.  These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts.  They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “outlook,” “continue,” “estimate,” “expect,” “may,” “will,” “shall,” or the negative of those terms or other variations of them or comparable terminology.  In particular, expressed or implied statements concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow, service debt or pay dividends, are forward-looking statements.  Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions.  Future actions, conditions or events and future results may differ materially from those expressed in our forward-looking statements.  Many of the factors that will determine these results are beyond our ability to control or accurately predict.  Specific factors that could cause actual results to differ from those in our forward-looking statements include:

• changes in supply of and demand for natural gas, NGL, refined petroleum products, oil, CO₂, electricity, petroleum coke, steel and other bulk materials and chemicals and certain agricultural products in North America;

• economic activity, weather, alternative energy sources, conservation and technological advances that may affect price trends and demand;

• competition from other pipelines, terminals or other forms of transportation;

• changes in our tariff rates required by the FERC, the CPUC or another regulatory agency;

• the timing and success of our business development efforts, including our ability to renew long-term customer contracts at economically attractive rates;

• our ability to safely operate and maintain our existing assets and to access or construct new assets including pipelines, terminals, gas processing, gas storage and NGL fractionation capacity;

• our ability to attract and retain key management and operations personnel;

• difficulties or delays experienced by railroads, barges, trucks, ships or pipelines in delivering products to or from our terminals or pipelines;

• shut-downs or cutbacks at major refineries, petrochemical or chemical plants, natural gas processing plants, ports, utilities, military bases or other businesses that use our services or provide services or products to us;

• changes in crude oil and natural gas production (and the NGL content of natural gas production) from exploration and production areas that we serve, such as the Permian Basin area of West Texas, the shale plays in North Dakota, Oklahoma, Ohio, Pennsylvania and Texas, and the U.S. Rocky Mountains;

• changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and governmental bodies that may increase our compliance costs, restrict our ability to provide or reduce demand for our services, or otherwise adversely affect our business;

• interruptions of operations at our facilities due to natural disasters, damage by third parties, power shortages, strikes, riots, terrorism (including cyber attacks), war or other causes;

• compromise of our IT systems, operational systems or sensitive data as a result of errors, malfunctions, hacking events or coordinated cyber attacks;

• the uncertainty inherent in estimating future oil, natural gas, and CO₂ production or reserves;

• issues, delays or stoppage associated with new construction or expansion projects;

• regulatory, environmental, political, grass roots opposition, legal, operational and geological uncertainties that could affect our ability to complete our expansion projects on time and on budget or at all;

2

• our ability to acquire new businesses and assets and integrate those operations into our existing operations, and make cost-saving changes in operations, particularly if we undertake multiple acquisitions in a relatively short period of time, as well as our ability to expand our facilities;

• the ability of our customers and other counterparties to perform under their contracts with us including as a result of our customers’ financial distress or bankruptcy;

• changes in accounting pronouncements that impact the measurement of our results of operations, the timing of when such measurements are to be made and recorded, and the disclosures surrounding these activities;

• changes in tax laws;

• our ability to access external sources of financing in sufficient amounts and on acceptable terms to the extent needed to fund acquisitions of operating businesses and assets and expansions of our facilities;

• our indebtedness, which could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds, place us at a competitive disadvantage compared to our competitors that have less debt, or have other adverse consequences;

• our ability to obtain insurance coverage without significant levels of self-retention of risk;

• natural disasters, sabotage, terrorism (including cyber attacks) or other similar acts or accidents causing damage to our properties greater than our insurance coverage limits;

• possible changes in our and our subsidiaries’ credit ratings;

• conditions in the capital and credit markets, inflation and fluctuations in interest rates;

• political and economic instability of the oil producing nations of the world;

• national, international, regional and local economic, competitive and regulatory conditions and developments, including the effects of any enactment of import or export duties, tariffs or similar measures;

• our ability to achieve cost savings and revenue growth;

• the extent of our success in developing and producing CO₂ and oil and gas reserves, including the risks inherent in development drilling, well completion and other development activities;

• engineering and mechanical or technological difficulties that we may experience with operational equipment, in well completions and work-overs, and in drilling new wells; and

• unfavorable results of litigation and the outcome of contingencies referred to in Note 18 “Litigation and Environmental” to our consolidated financial statements.

The foregoing list should not be construed to be exhaustive.  We believe the forward-looking statements in this report are reasonable.  However, there is no assurance that any of the actions, events or results expressed in forward-looking statements will occur, or if any of them do, of their timing or what impact they will have on our results of operations or financial condition.  Because of these uncertainties, you should not put undue reliance on any forward-looking statements.

Additional discussion of factors that may affect our forward-looking statements appears elsewhere in this report, including in Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A “Quantitative and Qualitative Disclosures About Market Risk—Energy Commodity Market Risk.”  In addition, there is a general level of uncertainty regarding the extent to which potential positive or negative changes to fiscal, tax and trade policies may impact us and those with whom we do business. It is not possible at this time to predict the extent of any such impact. When considering forward-looking statements, you should keep in mind the factors described in this section and the other sections referenced above. These factors could cause our actual results to differ materially from those contained in any forward-looking statement.  We disclaim any obligation, other than as required by applicable law, and described below under Items 1 and 2 “Business and Properties­—General Development of Business—2020 Outlook,” to update the above list or

3

to announce publicly the result of any revisions to any of our forward-looking statements to reflect future events or developments.

PART I

Items 1 and 2. Business and Properties.

We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 83,000 miles of pipelines and 147 terminals. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO₂ and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, chemicals, ethanol, metals and petroleum coke.

General Development of Business

Organizational Structure

We are a Delaware corporation and our common stock has been publicly traded since February 2011.

You should read the following in conjunction with our accompanying consolidated financial statements and the notes thereto. We have prepared our accompanying consolidated financial statements under GAAP and the rules and regulations of the SEC. Our accounting records are maintained in U.S. dollars and all references to dollars in this report are to U.S. dollars, except where stated otherwise. Our accompanying consolidated financial statements include our accounts and those of our majority-owned and/or controlled subsidiaries, and all significant intercompany items have been eliminated in consolidation. The address of our principal executive offices is 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, and our telephone number at this address is (713) 369-9000.

Recent Developments

The following is a brief listing of significant developments and updates related to our major projects and other transactions. Additional information regarding most of these items may be found elsewhere in this report. “Capital Scope” is estimated for our share of the described project which may include portions not yet completed.

Asset or project	Description	Activity	Approx. Capital Scope (KMI Share)
Divestitures
U.S. Portion of Cochin Pipeline and KML	Sold the U.S. portion of the Cochin Pipeline to Pembina Pipeline Corporation (Pembina). In addition, Pembina acquired all of the outstanding common equity of KML, including our 70% interest.	Completed in December 2019. Total pre-tax consideration received of $2.5 billion, including cash proceeds from shares of Pembina sold in January 2020.	n/a
Placed in service
Gulf Coast Express Pipeline Project (GCX Project)	Joint venture pipeline project (KMTP 34%, DCP GCX Pipeline LLC 25%, Targa GCX Pipeline LLC 25% and Altus Midstream Processing LP 16% ownership interest) to provide up to 2.0 Bcf/d of transportation capacity from the Permian Basin to the Agua Dulce, Texas area. Subscribed under long-term firm transportation contracts.	The first 9 miles of the Midland Lateral were placed in service in August 2018 and the remaining 40 miles were placed in service in April 2019. Project was placed in full commercial operations in September 2019. Total pipeline miles for the completed project is 520 miles.	$616 million

4

Asset or project	Description	Activity	Approx. Capital Scope (KMI Share)
Texas Intrastate Crossover Expansion	Expansion project that provides over 1,000,000 Dth/d of transportation capacity from the Katy Hub, the Company’s Houston Central processing plant, and other third-party receipt points to serve customers in Texas and Mexico. Phase I is supported by long-term firm transportation contracts of nearly 700,000 Dth/d, including a contract with Comisión Federal de Electricidad. Phase 2, which is supported by long-term firm transportation contracts with Cheniere Energy, Inc. at its Corpus Christi LNG facility and SK E&S LNG, LLC, provides service to the Freeport LNG export facility and other domestic markets.	Phase 1 and Phase 2 are in service.	$288 million
Other Announcements
Natural Gas Pipelines
ELC and SLNG Expansion	Building of new natural gas liquefaction and export facilities at our SLNG natural gas terminal on Elba Island, near Savannah, Georgia, with a total capacity of 2.5 MMtons per year of LNG, equivalent to approximately 357,000 Dth/d of natural gas. Supported by a long-term firm contract with Shell.	SLNG facilities and the first of 10 liquefaction units were placed in service in September 2019, with two additional units in the fourth quarter 2019, and one unit in January 2020. The remaining six units are expected to be placed in service by mid-2020.	$1.2 billion
Permian Highway Pipeline Project (PHP Project)	Joint venture pipeline project (KMTP 26.67%, BCP PHP, LLC (BCP) 26.67%, Altus Midstream Processing LP 26.67% and an affiliate of an anchor shipper has a 20% ownership interest) is designed to transport up to 2.1 Bcf/d of natural gas through approximately 430 miles of 42-inch pipeline from the Waha, Texas area to the U.S. Gulf Coast and Mexico markets. Subscribed under long-term firm transportation contracts.	Expected in-service date is early 2021.	$600 million
TGP East 300 Upgrade	Expansion project involves upgrading compression facilities upstream on TGP’s system in order to provide 110,000 Dth/d of capacity to Con Edison’s distribution system in Westchester County, New York. Supported by a long-term contract with Con Edison.	Expected in-service date is November 2022, pending regulatory approvals.	$246 million
KMLP Acadiana Expansion	Expansion project that will provide 945,000 Dth/d of capacity to serve Train 6 at Cheniere’s Sabine pass LNG terminal. Project supported by long-term contracts.	Expected to be placed in service by the second quarter 2022, pending regulatory approvals.