Report of Independent Registered Public Accounting Firm
Audit Committee
Kinder Morgan, Inc. Savings Plan
We have audited the accompanying Statements of Net Assets Available for Benefits of Kinder Morgan, Inc. Savings Plan (the “Plan”) as of December 31, 2010 and 2009, and the related Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and changes in the net assets available for benefits for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
Our audits of the Plan’s financial statements were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 30, 2011
Kinder Morgan, Inc. Savings Plan
Statements of Net Assets Available for Benefits
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December 31,
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2010
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2009
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Assets
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|
|
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|
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Investments, at fair value (See Notes 2, 3 and 4)
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$ |
774,704,615 |
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|
$ |
661,236,802 |
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|
|
|
|
|
|
|
|
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Notes receivable from participants
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|
|
22,523,982 |
|
|
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19,901,130 |
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|
|
|
|
|
|
|
|
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Net assets available for benefits at fair value
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|
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797,228,597 |
|
|
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681,137,932 |
|
|
|
|
|
|
|
|
|
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Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts
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|
|
(6,051,209 |
) |
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|
(4,445,277 |
) |
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|
|
|
|
|
|
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Net assets available for benefits
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|
$ |
791,177,388 |
|
|
$ |
676,692,655 |
|
The accompanying notes are an integral part of these financial statements.
Kinder Morgan, Inc. Savings Plan
Statement of Changes in Net Assets Available for Benefits
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Year Ended
December 31, 2010
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Additions to net assets attributable to:
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|
|
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Investment income (loss)
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|
|
|
Interest income
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|
$ |
572,632 |
|
Dividend income
|
|
|
11,662,119 |
|
Net appreciation in fair value of investments (See Note 3)
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|
|
71,641,012 |
|
Other, net
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|
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(7,505 |
) |
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|
|
|
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Total investment income
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|
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83,868,258 |
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|
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Interest income on notes receivable from participants
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961,261 |
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|
|
|
|
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Contributions
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|
|
|
|
Participant contributions
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|
|
39,183,024 |
|
Employer contributions
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|
|
20,644,900 |
|
Rollovers
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|
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3,611,040 |
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|
|
|
|
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Total contributions
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63,438,964 |
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Total income and contributions
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148,268,483 |
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|
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Deductions from net assets attributed to
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Benefits paid to participants
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33,280,709 |
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Administrative fees
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503,041 |
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|
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Total deductions
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|
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33,783,750 |
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|
|
|
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Net increase in net assets available for benefits
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|
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114,484,733 |
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|
|
|
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Net assets available for benefits
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|
|
|
|
Beginning of year
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|
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676,692,655 |
|
|
|
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End of year
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$ |
791,177,388 |
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The accompanying notes are an integral part of these financial statements.
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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1. DESCRIPTION OF THE PLAN
General
The Kinder Morgan, Inc. Savings Plan, formerly the Knight Inc. Savings Plan (the “Plan”) was established in 1945 for the benefit of eligible employees of Kinder Morgan, Inc. (the “Company”). The following description of the Plan provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Benefits under the Plan are not guaranteed by the Pension Benefit Guaranty Corporation.
On July 15, 2009, Knight, Inc. changed its name to Kinder Morgan, Inc. The plan’s name has been changed from the Knight Inc. Savings Plan to the Kinder Morgan, Inc. Savings Plan.
Plan Administration
The Plan is administered by the Company’s Fiduciary Committee. Mercer HR Services provides record keeping services to the Plan. Plan assets are maintained under the custody of Mercer Trust Company (the “Trustee”). The Trustee makes payments as authorized by the Plan.
Contributions
Participants may elect to make pretax contributions from 1% to 50% of their annual compensation, limited by requirements of the Internal Revenue Code (“IRC”). Participants may discontinue their election to contribute at any time. All new participants are automatically enrolled in the Plan with a pretax contribution by the participant of 3% of their eligible annual compensation. Within the first 30 days of hire, employees may opt out of automatic enrollment. The Company established a Company goal percentage rate of 5% (“SmartGoal”), which was increased to 6% on October 1, 2008. Every February the participants who have a participation rate below the SmartGoal will automatically get up to a 1% increase until the participant meets the SmartGoal. Participants can opt out of SmartGoal at any time. Effective October 2009, the Company’s annual merit program for eligible employees was changed to February of each year so it coincides with the Company’s annual bonus process. The Company amended the Savings Plan to reflect the same change for the SmartGoal increase.
The Company makes Qualified Non-Elective Contributions (“QNEC”) to the Plan on behalf of each eligible employee. The QNEC is equal to 4% of eligible compensation and is allocated as of each pay period. A tiered QNEC schedule was implemented for new employees or any employee transferring to a Kinder Morgan Energy Partners, L.P.’s Terminals segment. This tiered QNEC schedule provides for QNEC of 1% for service less than one year, 2% for service between one and two years, 3% for service between two and five years, and 4% for service of five years or more.
Company contributions for bargaining employees will follow the collective bargaining agreements. All QNEC and other Company contributions (matched or fixed contributions) are invested according to participants’ investment elections on file or the default if no election is filed. Participants can transfer from the default fund to any other available investment fund(s) at any time.
The Company Board of Directors Compensation Committee approved an Employer Discretionary Contribution (“EDC”) program to contribute 1% of base pay to the Plan annually on behalf of each eligible employee. At its discretion the Compensation Committee approves the contribution every July for the following year. The EDC program was suspended with the last pay period of July 2009. On July 21, 2010, the Compensation Committee approved the reinstatement of the 1% EDC in the plan. The reinstated EDC pay was effective on the first pay period of August 2010. For the year ended December 31, 2010, the Company contributions totaled approximately $20.6 million. Effective as of the first day of the first pay period beginning on or after February 15, 2009 and
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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ending on the last pay period before February 15, 2010, the QNEC was not made on behalf of or allocated to the account of any participant who has the title of Vice President or higher. Effective on first pay period of February 2010, the QNEC resumed for participants who have the title of Vice President or higher.
At its January 2011 meeting, Mr. Richard D. Kinder and Kinder Morgan Management LLC’s compensation committee decided to make this special contribution of an additional 1% of base pay a permanent contribution into the Savings Plan for each eligible employee. Accordingly, beginning with the first pay period of August 2011, the Company will contribute an amount equal to 5% of base compensation per year on behalf of each eligible employee. This change was made to assist employees in providing financial security for retirement without the risk of the 1% variable factor. For employees of the Terminals segment, the tiered employer contributions described above will also increase by 1% beginning with the first pay period of August 2011.
Additionally, the Plan provides an option to all participants to make after-tax “Roth” contributions (Roth 401(k) option) to a separate participant account. Unlike traditional 401(k) plans, where participant contributions are made with pre-tax dollars, earnings grow tax-deferred and the withdrawals are treated as taxable income, Roth 401(k) contributions are made with after-tax dollars, earnings are tax-free, and the withdrawals are tax-free if they occur after both (i) the fifth year of participation in the Roth 401(k) option, and (ii) attainment of age 59 ½, death or disability. The employer contribution will still be considered taxable income at the time of withdrawal.
Under Internal Revenue Service regulation, annual additions under the Plan and all other qualified plans sponsored by the Company are limited to the lesser of 100% of eligible compensation or $49,000 for each employee. Annual additions are defined as employer contributions and employee contributions.
Benefits/Vesting
Company contributions vest on the second anniversary of the date of hire. Vesting on Company contributions for bargaining employees will follow the collective bargaining agreements.
Participant contributions may be withdrawn, with the approval of the Fiduciary Committee, in the event of unusual expenses connected with illness or disability, for college or funeral expenses for a participant or his or her dependents, for the repair of damage to a primary residence caused by fire, storm, or other casualties, or for the purchase of a primary residence, as defined in the Plan document. If not withdrawn earlier, a participant’s account will be available for distribution, rollover, or payable in the event of termination of employment, death, or termination of the Plan. If a participant’s account is $1,000 or less, a lump-sum distribution will automatically be made. If a participant’s account is greater than $1,000, the participant’s distribution options are: lump-sum distribution, partial distributions, or periodic installments. Upon retirement, participants whose accounts exceed $1,000 may choose to leave their accounts in the Plan until age 70 1/2, when minimum distributions are required under the IRC.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Notes Receivable from Participants
Participants may borrow, from the vested portion of their Plan accounts, a minimum of $500 up to a maximum equal to the lesser of 50% of their vested balance or $50,000, minus the highest outstanding loan balance from the previous 12 months. All loans are charged a variable interest rate equal to the prime rate published on the first of each month. The loans are subject to certain restrictions as defined in the Plan document and applicable restrictions under the IRC.
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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Forfeitures
Forfeitures of non-vested employer contributions remain in the Plan and earn interest income. Forfeited balances of terminated participants’ non-vested accounts are used to reduce future Company QNEC contributions. During 2010, terminated participants forfeited $337,783 of employer contributions, all of which were used to reduce employer contributions.
2. SIGNIFICANT ACCOUNTING POLICIES
Financial Accounting Standards Board Codification
In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 168”). The FASB Accounting Standards Codification TM, ("Codification" or "ASC") became the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities. SFAS No. 168 is effective for all financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of SFAS No. 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative.
Following SFAS No. 168, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions ("FSP"), FASB Interpretations ("FIN"), or Emerging Issues Task Force Abstracts ("EITF"); instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right; rather, these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in ASC Topic 105, Generally Accepted Accounting Principles. The Plan adopted SFAS No. 168 for the year ended December 31, 2009.
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform with current year presentation. Subsequent events have been evaluated, which are events or transactions that occurred after December 31, 2010 through the issuance of the accompanying interim financial statements on June 30, 2011.
As described in ASC Topic 962, Defined Contribution Pension, investment contracts held by a defined-contribution plan are required to be reported at fair value.
However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in fully benefit-responsive investment contracts through a collective trust. Contract value for this collective trust is based on the net asset value of the fund as reported by the investment advisor. As required, the Statements of Net Assets Available for Benefits present the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The Plan also invests in insurance contracts through a group annuity contract
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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with Principal Mutual Life Insurance Company. Such insurance contract is reported at fair value which approximates contract value and, accordingly, no adjustment from fair value to contract value is required.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Shares of registered investment companies (mutual funds) are accounted for at fair market values as determined by quoted market prices in an active market. The Plan’s interest in the collective trust is based on the fair value of the collective trust’s underlying investments as based on information reported by the investment advisor using the audited financial statements of the collective trust at year-end. Life insurance contracts are stated at cash surrender value, which approximates fair value. Common stocks are valued at the closing price reported on the active markets on which the individual securities are traded.
The Plan presents in the accompanying Statement of Changes in Net Assets Available for Benefits the net appreciation in the fair value of investments, which consists of realized gains and losses, and the net change in unrealized appreciation (depreciation) on investments (see Note 3). Unrealized appreciation (depreciation) is the difference between the fair value of the investment at the end of the current year and the cost of the investment if acquired during the Plan year or the fair value of the investment at the beginning of the Plan year. Purchases and sales of the funds are reflected on a trade date basis. Gain or loss on sale of investments is based on average cost.
The accompanying supplemental schedule of assets held for investment purposes reflects cost basis determined utilizing a historic cost approach as required by ERISA.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.
Administrative Expenses
Accounting and certain administrative services for the Plan are provided by the Company at no cost to the Plan. All other expenses are paid by the Plan.
Payment of Benefits
Benefits are recorded when paid.
Recent Accounting Pronouncements
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 amends the disclosure requirements of ASC Topic 820 and requires new disclosures regarding (a) transfers in and out of levels 1 and 2 and (b) activity in level 3 fair value measurements. ASU No. 2010-06 also provides amendments to ASC Topic 820 that clarify existing disclosures regarding (a) level of disaggregation for each class of assets and liabilities and (b) disclosures about inputs and valuation techniques for fair value measurements that fall in either Levels 2 or 3. ASU No. 2010-06 is effective for periods ending after December 15, 2009 (except for the Level 3 roll forward which is effective for periods beginning after December 15, 2010). The adoption of FASB ASU No. 2010-06 did not have a significant impact on the Plan’s financial statements.
In September 2010, the FASB issued ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans.” ASU No. 2010-25 changed the reporting of loans to participants. Prior to ASU No. 2010-25, loans to participants were reported as investments at fair value. ASU No. 2010-25 requires that loans to
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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participants be reported as notes receivable from participants at the unpaid principal balance plus any accrued but unpaid interest. ASU No. 2010-25 is effective for periods ending after December 15, 2010. The Plan adopted ASU No. 2010-25 in the 2010 financial statements, applied retrospectively for all periods presented. The adoption of ASU No. 2010-25 was not significant as the unpaid principal balance plus accrued interest of loans to participants approximated fair value.
3. INVESTMENTS
Participants may designate their contributions and their allocated portion of the employer contributions, in one percentage increments, to one or more of the eligible investment programs. New Plan participants may elect to transfer investments from other qualified plans into the Plan.
The following table represents the Plan’s investments that represent 5% or more of the Plan’s net assets at December 31, 2010 and 2009 are separately identified:
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December 31,
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2010
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2009
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|
|
|
|
|
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|
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Putnam Stable Value Fund
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$ |
111,774,208 |
|
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$ |
107,219,162 |
|
American EuroPacific Growth Fund
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|
|
64,966,683 |
|
|
|
60,747,946 |
|
State Street Global Target Retirement 2020 Fund
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|
|
56,782,813 |
|
|
|
51,515,983 |
|
State Street Global Target S&P 500 Flagship Fund
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|
|
49,998,866 |
|
|
|
39,184,714 |
|
State Street Global Target Retirement 2025 Fund
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|
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48,186,612 |
|
|
|
43,558,744 |
|
American Funds Growth Fund of America
|
|
|
44,728,997 |
|
|
|
47,551,089 |
|
Vanguard Total Bond Market Index Fund
|
|
|
44,124,934 |
|
|
|
* |
|
State Street Global Target Retirement 2015 Fund
|
|
|
* |
|
|
|
38,205,689 |
|
Investments less than 5%
|
|
|
354,141,502 |
|
|
|
273,253,475 |
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
774,704,615 |
|
|
|
661,236,802 |
|
|
|
|
|
|
|
|
|
|
Notes receivable from participants
|
|
|
22,523,982 |
|
|
|
19,901,130 |
|
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts
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|
|
(6,051,209 |
) |
|
|
(4,445,277 |
) |
|
|
|
|
|
|
|
|
|
Net assets available for benefits
|
|
$ |
791,177,388 |
|
|
$ |
676,692,655 |
|
* Investments less than 5% of the Plan’s net assets in the period indicated.
During 2010, the Plan’s investments appreciated in value, including gains and losses on investments sold during the year, as well as appreciation of investments held at the end of the year, as follows:
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Year Ended
December 31, 2010
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|
|
|
|
|
Common collective trusts
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|
$ |
39,312,979 |
|
Registered investment companies (mutual funds)
|
|
|
30,083,738 |
|
Self-directed brokerage accounts
|
|
|
1,796,931 |
|
Common stocks
|
|
|
447,991 |
|
|
|
|
|
|
|
|
$ |
71,641,639 |
|
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
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4. FAIR VALUE MEASUREMENTS
The fair value measurements and disclosures are made in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 establishes a single definition of fair value in generally accepted accounting principles and prescribes disclosures about fair value measurements.
ASC Topic 820 emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, ASC Topic 820 establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values.
The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process—quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.
The three broad levels of inputs defined by the fair value hierarchy are as follows:
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Level 1
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access at the measurement date.
|
|
Level 2
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Inputs to the valuation methodology include:
|
·
|
Quoted prices for similar assets or liabilities in active markets;
|
·
|
Quoted prices for identical or similar assets or liabilities in inactive markets;
|
·
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
·
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
|
Level 3
|
Unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).
|
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used between December 31, 2010 and 2009.
Self-directed brokerage accounts and common stocks, exchange traded funds and exchange traded notes: Valued at the closing price reported on the active market on which the individual securities are traded.
Money market funds: Valued at amortized cost, which approximates fair value.
Registered investment companies (mutual funds): Valued at the net asset value (“NAV”) of shares held by the
Kinder Morgan, Inc. Savings Plan
Notes to Financial Statements
|
plan at year end.
Common collective trusts: The fair value of the common collective trust fund is based on its NAV, as reported by the manager of the common collective trust fund, and as supported by the unit prices of actual purchases and sales transactions occurring as of or close to the financial statement date.
Insurance contracts: Valued at cash surrender value, which approximates fair value, by discounting the cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010 and 2009: