Document/ExhibitDescriptionPagesSize
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2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 46K
3: EX-10.14 Material Contract HTML 79K
4: EX-10.15 Material Contract HTML 87K
5: EX-10.16 Material Contract HTML 80K
6: EX-10.17 Material Contract HTML 66K
7: EX-10.18 Material Contract HTML 60K
8: EX-21.1 Subsidiaries List HTML 42K
9: EX-23.1 Consent of Expert or Counsel HTML 33K
10: EX-23.2 Consent of Expert or Counsel HTML 33K
11: EX-23.3 Consent of Expert or Counsel HTML 34K
16: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 47K Awarded Compensation
17: EX-99.1 Miscellaneous Exhibit HTML 72K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
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Noncontrolling Interests
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Noncontrolling Interests (Parenthetical)
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33: R11 Summary of Signifcant Accounting Policies HTML 139K
34: R12 Business Combinations HTML 58K
35: R13 Revenue Recognition HTML 68K
36: R14 Property, Plant and Equipment HTML 49K
37: R15 Intangible Assets, Net HTML 51K
38: R16 Equity Method Investments HTML 138K
39: R17 Debt and Financing Costs HTML 83K
40: R18 Accrued Expenses HTML 47K
41: R19 Leases HTML 58K
42: R20 Equity and Warrants HTML 51K
43: R21 Fair Value Measurements HTML 83K
44: R22 Derivatives and Hedging Activities HTML 68K
45: R23 Share-Based Compensation HTML 67K
46: R24 Income Taxes HTML 80K
47: R25 Net Income Per Share HTML 70K
48: R26 Commiments and Contingencies HTML 46K
49: R27 Related Party Transactions HTML 51K
50: R28 Segments HTML 239K
51: R29 Subsequent Events HTML 36K
52: R30 Insider Trading Arrangements HTML 40K
53: R31 Summary of Signifcant Accounting Policies HTML 208K
(Policies)
54: R32 Fair Value Measures and Disclosures (Policies) HTML 40K
55: R33 Summary of Significant Accounting Policies HTML 67K
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57: R35 Revenue Recognition (Tables) HTML 65K
58: R36 Property, Plant and Equipment (Tables) HTML 50K
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60: R38 Equity Method Investments (Tables) HTML 136K
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62: R40 Accrued Expenses (Tables) HTML 46K
63: R41 Leases (Tables) HTML 59K
64: R42 Fair Value Measurements (Tables) HTML 79K
65: R43 Derivatives and Hedging Activities (Tables) HTML 62K
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67: R45 Income Taxes (Tables) HTML 78K
68: R46 Net Income Per Share (Tables) HTML 67K
69: R47 Related Party Transactions (Tables) HTML 44K
70: R48 Segments (Tables) HTML 232K
71: R49 Description of Business and Basis of Presentation HTML 50K
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72: R50 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 36K
Segment Information (Details)
73: R51 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 59K
Summary of Operating Revenue by Major Customers
(Details)
74: R52 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 48K
Concentration Risk (Details)
75: R53 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Cash HTML 36K
and Cash Equivalents (Details)
76: R54 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 36K
Accounts Receivable and Current Expected Credit
Losses (Details)
77: R55 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Gas HTML 37K
Imbalance (Details)
78: R56 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 36K
Inventory (Details)
79: R57 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 45K
Property, Plant, and Equipment (Details)
80: R58 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Asset HTML 43K
Retirement Obligation and Environmental Costs
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81: R59 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 41K
Impairment of Long-Lived Asset and Other Assets
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82: R60 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 57K
Redeemable Noncontrolling Interest (Details)
83: R61 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 43K
Share-Based Compensation (Details)
84: R62 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Net HTML 53K
Income Per Share (Details)
85: R63 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - HTML 64K
Accounting Pronouncements (Details)
86: R64 BUSINESS COMBINATIONS - Allocation of Acquisition HTML 71K
Costs to Assets Acquired and Liabilities Assumed
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87: R65 BUSINESS COMBINATIONS - Additional Information HTML 73K
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88: R66 REVENUE RECOGNITION - Disaggregation of Revenue HTML 52K
(Details)
89: R67 REVENUE RECOGNITION - Additional Information HTML 61K
(Details)
90: R68 REVENUE RECOGNITION - Remaining Performance HTML 54K
Obligations (Details)
91: R69 REVENUE RECOGNITION - Contract Liabilities HTML 46K
(Details)
92: R70 Property, Plant and Equipment (Details) HTML 60K
93: R71 INTANGIBLE ASSETS, NET - Intangible Asset HTML 45K
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94: R72 INTANGIBLE ASSETS, NET - Additional Information HTML 59K
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95: R73 INTANGIBLE ASSETS, NET - Future Amortization HTML 50K
Expense (Details)
96: R74 EQUITY METHOD INVESTMENTS - Information of Equity HTML 92K
Method Investments (Details)
97: R75 EQUITY METHOD INVESTMENTS - Summarized Financial HTML 138K
Information of Equity Method Investments (Details)
98: R76 DEBT AND FINANCING COSTS - Additional Information HTML 157K
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99: R77 DEBT AND FINANCING COSTS - Schedule of Long-Term HTML 74K
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100: R78 DEBT AND FINANCING COSTS - Schedule of Financing HTML 43K
Costs, Net of Capitalized Interest (Details)
101: R79 DEBT AND FINANCING COSTS - Schedule of Future HTML 54K
Maturities of Long Term Debt (Details)
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103: R81 LEASES - Additional Information (Details) HTML 38K
104: R82 LEASES - Schedule of Other Supplemental Lease HTML 43K
Information (Details)
105: R83 LEASES - Schedule of Future Minimum Lease Payments HTML 53K
Under Operating Leases (Details)
106: R84 Equity and Warrants (Details) HTML 140K
107: R85 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 98K
Measured at Fair Value on a Recurring Basis
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108: R86 DERIVATIVES AND HEDGING ACTIVITIES - Narrative HTML 80K
(Details)
109: R87 DERIVATIVES AND HEDGING ACTIVITIES - Schedule of HTML 54K
Detail Information of Commodity Swaps Outstanding
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110: R88 SHARE-BASED COMPENSATION - Narrative (Details) HTML 98K
111: R89 SHARE-BASED COMPENSATION - Schedule of Class A and HTML 53K
Class C Shares Activities (Details)
112: R90 SHARE-BASED COMPENSATION - Schedule of Aggregate HTML 48K
Intrinsic Value (Market Value At Vesting Date)
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113: R91 SHARE-BASED COMPENSATION - Schedule of RSUs HTML 58K
Activities (Details)
114: R92 SHARE-BASED COMPENSATION - Schedule of Share-Based HTML 48K
Payment Arrangement, Restricted Stock and
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115: R93 INCOME TAXES - Total Provision (Benefit) for HTML 56K
Income Taxes (Details)
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Before Income Taxes and Total Tax Expense
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121: R99 RELATED PARTY TRANSACTIONS - Additional HTML 67K
Information (Details)
122: R100 RELATED PARTY TRANSACTIONS - Summary of HTML 54K
Transactions with Unconsolidated Affiliates
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124: R102 Subsequent Events (Details) HTML 44K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Adopted by the Board of Directors (the “Board”) upon the recommendation of the Compensation Committee of the Board (the “Committee”) on November 27, 2023.
1. Recoupment. If Kinetik
Holdings Inc.(the “Company”) is required to prepare a Restatement, the Committee shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Committee may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any recovery of Recoverable Compensation tied to a Restatement and to impose such other discipline as it deems appropriate.
2. Method of Recoupment. Subject to applicable
law, the Committee may seek to recoup Recoverable Compensation by (i) requiring a Covered Person to repay such amount to the Company; (ii) offsetting a Covered Person’s other compensation; or (iii) such other means or combination of means as the Committee, in its sole discretion, determines to be appropriate. To the extent that a Covered Person fails to repay all Recoverable Compensation to the Company as determined pursuant to this Policy, the Company shall take all actions reasonable and appropriate to recover such amount, subject to applicable law. The applicable Covered Person shall be required to reimburse the Company for
any and all expenses reasonably incurred (including legal fees) by the Company in recovering such amount.
3. Administration of Policy. The Committee shall have full authority to administer, amend or terminate this Policy. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive. Notwithstanding anything in this Section 3 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the
Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, rules of the U.S. Securities and Exchange Commission (the “SEC”) or the rules of any national securities exchange or national securities association (as applicable, the “Exchange”) on which the Company’s securities are then listed. The Committee shall consult with the Audit Committee of the Board (the “Audit Committee”), the Company’s Chief Financial Officer or Chief Accounting Officer, as applicable, as needed in order to properly administer and interpret
any provision of this Policy.
4. Acknowledgement by Executive Officers. The Committee may provide notice to and seek written acknowledgement of this Policy from each Executive Officer; provided that the failure to provide such notice or obtain such acknowledgement shall not affect the applicability or enforceability of this Policy. For purposes of clarity, such notice and acknowledgement may be contained within a separate agreement (such as an employment, severance, retention, bonus, incentive compensation, equity award or similar agreement) that may, in whole or in part, be subject to this Policy.
5. No Indemnification. Notwithstanding the terms of any of the Company’s organizational
documents, any corporate policy or any contract, the Company shall not indemnify any Covered Person against the loss of any Recoverable Compensation.
6. Disclosures and Record Keeping. The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) and any applicable exchange listing standard.
7. Governing
Law. The validity, construction, and effect of this Policy and any determinations relating to this Policy shall be construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
8. Successors. This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
9. Definitions. In addition to terms otherwise defined in this Policy, the following terms, when used in this Policy, shall have the following meanings:
“Applicable
Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Audit Committee, or the officer or officers of the Company authorized to take such action if Audit Committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Applicable Period shall also include any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately
following the three completed fiscal years; provided that, a transition period of nine to 12 months shall be treated as a completed fiscal year.
“Covered Person” means an Executive Officer who receives Recoverable Compensation.
“Executive Officer” includes the Company’s current and former president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the
Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar policy-making functions for the Company. For purposes of clarity, the term “Executive Officer” shall include, at a minimum, any executive officers of the Company identified pursuant to 17 CFR § 229.401(b).
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (“TSR”) are Financial Reporting Measures. Examples of additional Financial Reporting Measures include, but are not limited to, measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures or return measures (such as return on assets). For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing made by the
Company with the SEC.
“Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Committee determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022; or (iii) it has determined that the recovery of Incentive-Based
Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
“Received” – Incentive-Based
Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
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“Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received on or after the Effective Date by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the
Company has or had a class of securities listed on the Exchange; and (iv) during the Applicable Period, that exceeds or exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Reporting Measures, as reflected in the Restatement. With respect to Incentive-Based Compensation based on stock price or TSR, when the amount of Recoverable Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was Received (in which case, the Company shall maintain documentation of such determination of such reasonable estimate and provide such documentation to the Exchange).
“Restatement”
means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). As of the Effective Date (but subject to changes that may occur in accounting principles and rules following the Effective Date), a Restatement does not include situations
in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
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Dates Referenced Herein and Documents Incorporated by Reference
