Kinder Morgan (KMI) 10-K risk factor changes: FY2021 vs FY2020

The COVID-19 pandemic and the efforts to control it [removed: have] resulted in a significant decline in global economic activity and significant disruption of global supply [removed: chains.][added: chains in 2020.]

The resulting downturn in economic activity [removed: has] negatively impacted global demand and prices for crude oil, natural gas, NGL, refined petroleum products, CO2, steel, chemicals and other products that we handle in our pipelines, terminals, shipping vessels and other facilities.

There are still too many variables and uncertainties regarding COVID-19 — including the pace and efficacy of vaccination efforts, the duration and severity of possible resurgences [removed: and] [added: or additional variants,] the duration and extent of [added: any] travel restrictions and business closures imposed in affected countries [added: and market reactions to the announcement of any such restrictions and closures] — to reasonably predict the potential impact of COVID-19 on our business and operations.

Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to [removed: the global economic recession that is likely to result] [added: residual impacts] from [removed: the] measures taken to combat the virus.

We may see an intensification of these trends if and to the extent that the [removed: new U.S.] [added: Biden] presidential administration succeeds in enacting its energy and environmental policies.

[added: In addition, to the] extent that companies pursuing development of carbon capture and sequestration technology are successful, they could compete with us for customers who purchase CO2 for use in enhanced oil recovery operations.

These factors include, among other things (i) weather conditions and events such as hurricanes in the U.S.; (ii) domestic and global economic conditions; (iii) the activities of the OPEC and other countries that are significant producers of crude oil [removed: (“OPEC+”);] [added: (OPEC+);] (iv) governmental regulation; (v) political instability in crude oil producing countries; (vi) the foreign supply of and demand for crude oil and natural gas; (vii) the price of foreign imports; (viii) the proximity and availability of storage and transportation infrastructure and processing and treating facilities; and (ix) the availability and prices of alternative fuel sources.

In 2020, the impact of COVID-19, combined with a dispute regarding production levels among OPEC+ countries, caused crude oil prices to reach historic [removed: lows.][added: lows in April 2020.]

See Note [removed: 3 “*Impairments and Losses] [added: 4 *“Losses] and Gains on [removed: Divestitures*”] [added: Impairments, Divestitures] and [added: Other Write-downs”* and] Note 8 “*Goodwill*” to our consolidated financial statements for more information.

[added: There are a variety of hazards and operating risks inherent to the transportation and storage of the products we handle, such as leaks; releases; the breakdown, underperformance or failure of equipment, facilities, information systems or processes; damage to our pipelines caused by third-party construction; the compromise of information and control systems; spills at] terminals and hubs; spills associated with the loading and unloading of harmful substances at rail facilities; adverse sea conditions (including storms and rising sea levels) and releases or spills from our shipping vessels or vessels loaded at our marine terminals; operator error; labor disputes/work stoppages; disputes with interconnected facilities and carriers; operational disruptions or apportionment on third-party systems or refineries on which our assets depend; and catastrophic events or natural disasters such as fires, floods, explosions, earthquakes, acts of terrorists and saboteurs, cyber security breaches, and other similar events, many of which are beyond our control.

[removed: As] [added: For example, as] described above, COVID-19 [removed: has] resulted in a [removed: downturn of economic activity on a] global [removed: scale.][added: economic downturn in 2020.]

The slowdown resulting from the pandemic [removed: has] affected numerous industries, including the crude oil and gas industry, the steel industry and in specific segments and markets in which we operate, resulting in reduced demand and increased price competition for our products and services.

[removed: We] [added: While global economic activity largely rebounded in 2021, we] could experience similar or compounded adverse impacts as a result of other global events affecting economic conditions.

If economic and market conditions (including volatility in commodity markets) globally, in the U.S. or in other key markets become more volatile or [removed: continue to] deteriorate, we may experience material impacts on our business, financial condition and results of operations.

[removed: The] [added: For example, in 2020, the] global economic slowdown caused by COVID-19, and the coinciding extreme drop in crude oil prices, which was exacerbated by the effects of the pandemic, significantly impacted the financial condition of many companies, particularly exploration and production companies, including some of our customers or counterparties.

Our counterparties are subject to their own operating, market, financial and regulatory risks, and some [added: have experienced,] are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness.

Negative impacts from a compromised reputation or changes in public opinion (including with respect to the production, transportation and use of hydrocarbons generally) could include [removed: revenue loss, reduction in customer base,] [added: increased regulatory oversight,] delays in obtaining, or challenges to, regulatory approvals with respect to growth [removed: projects] [added: projects, blockades, project cancellations, difficulty securing financing, revenue loss, reduction in customer base,] and decreased value of our securities and our business.

For more information about our hedging activities, see Item 7, “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting [removed: Policies and] Estimates—Hedging Activities*” and Note 14 “*Risk Management*” to our consolidated financial statements.

*A breach of information security or failure of one or more key information technology [added: (IT)] or operational [removed: (IT)] [added: (OT)] systems, or those of third parties, may adversely affect our business, results of operations or business reputation.*

While we have implemented and maintain a cybersecurity program designed to protect our [removed: IT] [added: IT, OT] and data systems from [removed: such] attacks, we can provide no assurance that our cybersecurity program will be effective.

[removed: The risk of a disruption] or [removed: breach of our operational systems, or] the compromise of the data processed in connection with our operations, through an act of terrorism or cyber sabotage event has increased as attempted attacks have advanced in sophistication and number around the world.

A significant failure, compromise, breach or interruption in our systems, which may result from problems such as [added: ransomware,] malware, computer viruses, hacking attempts or third-party error or malfeasance, could result in a disruption of our operations, customer dissatisfaction, damage to our reputation and a loss of customers or revenues.

In the future, we may be required to expend [added: significant] additional resources to continue to enhance our information security [removed: measures] [added: measures, to comply with regulations,] and/or to investigate and remediate information security vulnerabilities.

[removed: There is no assurance that our insurers will renew their insurance coverage on] acceptable terms, if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal.

Their views may differ from our own or our views of the interests of the venture which could result in operational delays or impasses, which in turn could affect the [added: financial expectations of and our expected benefits from the venture.]

In addition, we are subject to the possibility of increased costs under our [removed: right-of-way] [added: rights-of-way] or rental agreements with landowners, primarily through renewals of expiring agreements and rental increases.

Integration of acquired companies or assets involves a number of risks, including (i) the loss of key customers of the acquired business; (ii) demands on management related to the increase in our size; (iii) the diversion of management’s attention from the [removed: management of daily operations; (iv) difficulties in implementing or unanticipated costs of accounting, budgeting, reporting, internal controls and other systems; and (v) difficulties in the retention and assimilation of necessary employees.]

[added: If we are unable to (i) retain current employees; (ii) successfully complete the] knowledge transfer; and/or (iii) recruit new employees of comparable knowledge and experience, our business could be negatively impacted.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $33.4] [added: $32.4] billion of consolidated debt (excluding debt fair value adjustments).

As of [removed: December 31, 2020,] [added: January 4, 2022,] approximately [removed: $5.2] [added: $2.1] billion of our approximately [removed: $33.4] [added: $32.4] billion of consolidated debt (excluding debt fair value adjustments) was subject to variable interest rates, either as short-term or long-term variable-rate debt obligations, or as long-term fixed-rate debt effectively converted to variable rates through the use of interest rate swaps.

[added: We may face challenges, similar to] those described in Note 18 “*Litigation and Environmental*” to our consolidated financial statements, to the rates we charge on our pipelines.

Legislative changes, as well as regulatory actions taken by these [removed: agencies,] [added: authorities,] have the potential to adversely affect our profitability.

Additional regulatory burdens and uncertainties will be created if and to the extent that [removed: the new U.S. presidential administration succeeds in enacting] more stringent energy and environmental [removed: policies.][added: policies are enacted.]

[removed: For example,] [added: In addition,] on January 27, 2021, the President issued an executive order directing, among other matters, the reevaluation of the leasing program for federally managed lands and the “pause” of new oil and natural gas leases on public lands pending completion of the review.

These and other initiatives of the [removed: new] presidential administration may affect our assets and operations directly or indirectly, such as by preventing or delaying the exploration for and production of natural gas and liquids that we transport.

Regulation affects almost every part of our business and extends to such matters as (i) federal, state and local taxation; (ii) rates (which include [removed: tax,] reservation, commodity, surcharges, fuel and gas lost and unaccounted for), operating terms and conditions of service; (iii) the types of services we may offer to our customers; (iv) the contracts for service entered into with our customers; (v) the certification and construction of new facilities; (vi) the [removed: costs of raw materials, such as steel, which may be affected by tariffs or otherwise; (vii) the] integrity, safety and security of facilities and operations; [removed: (viii) acquisitions or dispositions] [added: (vii) the acquisition] of [removed: assets or] [added: other] businesses; [removed: (ix)] [added: (viii)] the acquisition, extension, disposition or abandonment of services or facilities; [removed: (x)] [added: (ix)] reporting and information posting requirements; [removed: (xi)] [added: (x)] the maintenance of accounts and records; and [removed: (xii)] [added: (xi)] relationships with affiliated companies involved in various aspects of the [added: natural gas and] energy businesses.

Should we fail to comply with any applicable statutes, rules, regulations, and orders of [added: such] regulatory authorities, we could be subject to substantial penalties and fines and potential loss of government contracts.

Furthermore, new [removed: laws,] [added: laws or] regulations or policy changes sometimes arise from unexpected sources.

New laws or regulations, [removed: unexpected policy changes] or [added: different] interpretations of existing laws or regulations, [added: including unexpected policy changes,] applicable to our income, operations, assets or another aspect of our [removed: business,] [added: business] could have a material adverse impact on our earnings, cash flow, financial condition and results of operations.

[removed: Such laws and regulations] affect many aspects of our past, present and future operations, and generally require us to obtain and comply with various environmental registrations, licenses, permits, inspections and other approvals.

The sustainability of the economic recovery observed in 2021 remains unclear as inflationary pressures have increased in the U.S. and globally and efforts to combat the virus have been complicated by new variants.

While global oil demand and prices improved later in 2020 and through 2021 from the low levels experienced in early 2020, the announcement of a newly discovered variant of COVID-19 in late November 2021 resulted in a sharp, unexpected and temporary decline in the price of crude oil.

Unfavorable conditions such as a general slowdown of the global or U.S. economy, uncertainty and volatility in the financial markets, or inflation and rising interest rates, could materially adversely affect our operating results.

Also, economic conditions in the wake of the pandemic have included inflationary pressure, which could result in higher operating expenses and project costs for us, as well as higher interest rates.

As a result of the COVID-19 pandemic and our subsequent continuation of hybrid office-and-remote-working arrangements with some of our employees, remote access to our networks and systems has increased substantially.

While we have taken additional steps to secure our networks and systems, we may be more vulnerable to a successful cyber-attack or information security incident when significant numbers of our employees are working remotely.

The risk of a disruption or breach of our operational systems,

For example, in May 2021, a ransomware attack on a major U.S. refined products pipeline forced the operator to temporarily shut down the pipeline, resulting in disruption of fuel supplies along the East Coast.

There is no assurance that our insurers will renew their insurance coverage on

In addition, inflationary pressure that emerged during the economic recovery following the COVID-19 pandemic is likely to increase our costs for construction materials.

management of daily operations; (iv) difficulties in implementing or unanticipated costs of accounting, budgeting, reporting, internal controls and other systems; and (v) difficulties in the retention and assimilation of necessary employees.

Variable-to-fixed interest rate swap agreements covering an additional $5.1 billion of our consolidated debt will expire at the end of 2022.

For example, on November 15, 2021, the EPA published a proposed rule containing standards of performance for GHG emissions, in the form of methane limitations, and volatile organic compound emissions for new, modified, and reconstructed crude oil and natural gas sources, including the production, processing, transmission and storage segments.

This proposal, if finalized, and other regulatory initiatives may affect our assets and operations directly or indirectly, such as by increasing the costs associated with the production of natural gas and liquids that we transport.

In July 2021, a federal district court granted a nationwide preliminary injunction against enforcement of the “pause.” The Biden Administration has appealed the injunction.

On November 26, 2021, the Department of the Interior issued a report in response to the President’s executive order calling for an increase in royalty payments for new oil and gas leases on federal lands.

Such laws and regulations

Revised or additional regulations that result in increased compliance costs or additional operating

emissions into the environment, water discharges, transportation of hazardous materials, and storage and disposition of wastes.

*Proposed changes to U.S. federal, state, and local tax laws, if enacted, could have a material adverse effect on our business and profitability.*

New or revised U.S. federal, state, or local tax legislation may be enacted in the future, and such legislation could materially impact our current or future tax planning and effective tax rates.

For example, President Biden and Congress have set forth proposals that would, if enacted, make significant changes to U.S. federal income tax laws applicable to domestic corporations.

Such proposals include, but are not limited to, (i) an increase in the U.S. federal income tax rate applicable to corporations and (ii) a minimum book income tax applicable to certain large corporations.

It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.

The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income or other tax laws could materially and adversely affect our business, cash flows, and future profitability.

percentage of shares owned by non-U.S. citizens to 22%.

Governments around the world have implemented stringent measures to help reduce the spread of the virus, including stay-at-home orders, business and school closures, travel restrictions and other measures.

See Item 2.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—General—COVID-19.*” Continuing uncertainty regarding the global impact of COVID-19 is likely to result in continued weakness in demand and prices for the products on which our business depends.

In addition, measures taken by regulatory authorities attempting to mitigate the economic consequences of COVID-19 may not be effective or may have unintended harmful consequences.

See “—*The COVID-19 pandemic has adversely affected, and could continue to adversely affect, our business.”*

In addition, to the

By March 2020, crude oil was priced at less than $25 per barrel, the lowest price since April 1999.

Producers in the U.S. and globally did not reduce crude oil production at a rate sufficient to match the dramatic decline in economic activity that accelerated in March and April 2020, resulting in an oversupply of crude oil that caused the per-barrel price to fall below zero in April 2020.

While global oil demand has improved from the low levels experienced during these months last year and OPEC+ agreed on production cuts in April 2020, there is no assurance that demand will not decline to these levels again, that the OPEC+ agreement will continue to be observed by its parties or that the agreed production cuts will be sufficient to offset continuing demand weakness.

Downward pressure on commodity prices could continue for the foreseeable future.

There are a variety of hazards and operating risks inherent to the transportation and storage of the products we handle, such as leaks; releases; the breakdown, underperformance or failure of equipment, facilities, information systems or processes; damage to our pipelines caused by third-party construction; the compromise of information and control systems; spills at

Crude oil, NGL and natural gas prices were all lower on average in 2020 compared to 2019.

Further deterioration in crude oil prices, or a continuation of the existing low natural gas or NGL price environment, would likely cause severe financial distress to some of our customers with direct commodity price exposure and may result in additional customer bankruptcies.

Potential impacts of negative public opinion or reputational issues may include delays or stoppages in expansion projects, legal or regulatory actions or challenges, blockades, increased regulatory oversight, reduced support from regulatory authorities, challenges to regulatory approvals, difficulty securing financing for and cost overruns affecting expansion projects and the degradation of our business generally.

In compliance with state and local stay-at-home orders issued in connection with COVID-19, a number of our employees have transitioned to working from home.

As a result, more of our employees are working from locations where our cybersecurity program may be less effective and IT security may be less robust.

For example, in 2018, a cyber attack on a shared data network forced four U.S. natural gas pipeline operators to temporarily shut down computer communications with their customers.

financial expectations of and our expected benefits from the venture.

If we are unable to (i) retain current employees; (ii) successfully complete the

Our interest rate swaps as of December 31, 2020 include $2.5 billion of variable-to-fixed interest rate swap agreements and $900 million of fixed-to-variable interest rate swap agreements that expire during 2021.

We may face challenges, similar to

have been taken for disposal.

Such laws or regulations could also lead to reduced demand for

For example, on January 20, 2021, the Secretary of the Department of the Interior issued an order temporarily restricting the authorization of new leases or permits to drill without the approval of a senior Department official.

On January 27, 2021, the President issued an executive order directing, among other matters, the reevaluation of the leasing program for federally managed lands and the “pause” of new oil and natural gas leases on public lands pending completion of the review.

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—Narrative Description of Business—Business Strategy;*” (ii) a description of developments during [removed: 2020,] [added: 2021,] found in Items 1 and 2 “*Business and Properties—General Development of Business—Recent Developments;*” (iii) a description of risk factors affecting us and our business, found in Item 1A “*Risk Factors;*” and (iv) a discussion of forward-looking statements, found in “*Information Regarding Forward-Looking Statements*” at the beginning of this report.

A comparative discussion of our [removed: 2019] [added: 2020] to [removed: 2018] [added: 2019] operating results can be found in Item 7 “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations*” included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] filed with the SEC on February [removed: 7, 2020.][added: 5, 2021.]

[removed: Natural] [added: *Natural] Gas [removed: Pipelines][added: Pipelines*]

Similarly, our Texas Intrastate natural gas pipeline operations, currently derives approximately [removed: 83%] [added: 84%] of its sales and transport margins from long-term transport and sales contracts.

As of December 31, [removed: 2020,] [added: 2021,] the remaining weighted average contract life of our natural gas transportation contracts held by assets we own and have equity interests in (including intrastate pipelines’ sales portfolio) was approximately six years.

Our LNG regasification and liquefaction and associated storage contracts are subscribed under long-term agreements with a weighted average remaining contract life of approximately [removed: 13] [added: 12] years.

In addition to fee-based arrangements, some of which may include minimum volume commitments, we also provide some services based on percent-of-proceeds, [removed: percent-of-index and keep-whole contracts.][added: percent-]

[removed: Products Pipelines][added: *Products Pipelines*]

As a result of these contracts, our settlement volumes are generally not sensitive to changing market conditions in the shorter term; however, the revenues and earnings we realize from our pipelines and terminals are affected by the volumes of crude oil, refined petroleum [added: products and condensate available to our pipeline systems, which are impacted by the level of oil and gas drilling activity and product demand in the respective regions that we serve.]

[removed: Terminals][added: *Terminals*]

This segment owns and operates (i) liquids and bulk terminal facilities located throughout the U.S. that store and handle various commodities including gasoline, diesel fuel, chemicals, [removed: ethanol,] [added: renewable fuels,] metals and petroleum coke; and (ii) Jones Act-qualified tankers.

Therefore, the extent to which changes in these variables affect our terminals business in the near term is a function of the [added: remaining] length of the underlying service contracts (which on [added: a weighted] average [added: basis] is approximately three 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.

As of December 31, [removed: 2020,] [added: 2021,] we have [removed: sixteen] [added: 16] Jones Act-qualified tankers that operate in the marine transportation of crude oil, condensate and refined products in the U.S. and are primarily operating pursuant to [removed: multi-year] fixed price [added: term] charters with major integrated oil companies, major refiners and the U.S. Military Sealift Command.

This segment (i) manages the production, transportation and marketing of CO2 to oil fields that use CO2 as a flooding medium to increase recovery and production of crude oil from mature oil fields; (ii) owns interests in and/or operates oil fields and gasoline processing plants in West Texas; [removed: and] (iii) owns and operates a crude oil pipeline system in West [removed: Texas.][added: Texas; and (iv) owns and operates RNG and LNG facilities in Indiana associated with our acquisition of Kinetrex discussed below.]

The CO2 source and transportation business primarily has third-party contracts with minimum volume requirements, which as of December 31, [removed: 2020,] [added: 2021,] had a remaining average contract life of approximately eight years.

Our [removed: recent] [added: current sales] contracts have generally provided for a delivered price tied to the price of crude oil, but with a floor price.

The realized weighted average crude oil price per barrel, with the hedges allocated to oil, was [removed: $53.78] [added: $52.71] per barrel in [removed: 2020] [added: 2021] and [removed: $49.49] [added: $53.78] per barrel in [removed: 2019.][added: 2020.]

[added: Had we not used energy derivative] contracts to transfer commodity price risk, our crude oil sales prices would have averaged [removed: $38.32] [added: $68.47] per barrel in [removed: 2020] [added: 2021] and [removed: $55.12] [added: $38.32] per barrel in [removed: 2019.][added: 2020.]

The [added: acquired] assets [removed: sold were part of] [added: are included in] our Natural Gas Pipelines [removed: and Terminals] business [removed: segments.][added: segment.]

[removed: COVID-19][added: | COVID-19 costs | | | — | | | | | | 15 | | |]

[removed: Our evaluations resulted in the recognition during the first six months of 2020] [added: (d)2020 amount includes non-cash impairments] of [removed: a $350 million impairment for long-lived assets in our CO2 business segment and] goodwill [removed: impairments] of $1,000 million and $600 million [removed: to] [added: associated with] our Natural Gas Pipelines Non-Regulated and [added: our] CO2 reporting units, respectively.

[removed: 2021] [added: 2022] Dividends and Discretionary Capital

We expect to declare dividends of [removed: $1.08] [added: $1.11] per share for [removed: 2021,] [added: 2022,] a 3% increase from the [removed: 2020] [added: 2021] declared dividends of [removed: $1.05] [added: $1.08] per share.

We also expect to invest [removed: $0.8] [added: $1.3] billion in expansion projects and contributions to joint [removed: ventures] [added: ventures, or discretionary capital expenditures] during [removed: 2021.][added: 2022.]

The expectations for [removed: 2021] [added: 2022] discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance.

Furthermore, we plan to provide updates to these [removed: 2021] [added: 2022] expectations when we believe previously disclosed expectations no longer have a reasonable basis.

Critical Accounting [removed: Policies and] Estimates

[added: 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.

[removed: In preparing our consolidated financial statements and related disclosures, examples] [added: Examples] of certain areas that require more judgment relative to others [added: when preparing our consolidated financial statements and related disclosures] include our use of estimates in determining: (i) revenue recognition; (ii) income taxes; (iii) the economic useful lives of our assets and related depletion rates; (iv) the fair values used in (a) [added: assigning the purchase price of a business acquisition, (b)] calculations of possible asset and equity investment impairment charges, [removed: and (b)] [added: (c)] calculation for the annual goodwill impairment test (or interim tests if [removed: triggered);] [added: triggered), and (d) recording derivative contract assets and liabilities;] (v) reserves for environmental claims, legal fees, transportation rate cases and other litigation liabilities; (vi) provisions for credit losses; (vii) computation of the gain or loss, if any, on assets sold in whole or in part; and (viii) exposures under contractual indemnifications.

For [removed: a summary of our significant accounting policies,] [added: more information,] see Note [removed: 2 *“Summary of Significant Accounting Policies”*] [added: 5 “Income Taxes”] to our consolidated financial statements.

[removed: *Environmental Matters*][added: Environmental Matters]

[removed: *Legal] [added: Legal] and Regulatory [removed: Matters*][added: Matters]

For more information on our [removed: long-lived asset] impairments and significant estimates and assumptions used in our [added: impairment] evaluations, see Note [removed: 3 *“Impairments and Losses] [added: 4 *“Losses] and Gains on [removed: Divestitures.”*][added: Impairments, Divestitures and Other Write-downs.”*]

For more information on our [removed: 2020 goodwill impairment evaluations] [added: acquisitions] and [removed: amortizable intangibles,] [added: application of the acquisition method,] see Note 3 [removed: *“Impairments and Losses] [added: *“Acquisitions] and [removed: Gains on] Divestitures”* [removed: and Note 8 *“Goodwill”*] to our consolidated financial statements.

[removed: *Hedging Activities*][added: Hedging Activities]

[removed: *Employee] [added: Employee] Benefit [removed: Plans*][added: Plans]

As of December 31, [removed: 2020,] [added: 2021,] our pension plans were underfunded by [removed: $645] [added: $427] million, and our OPEB plans were overfunded by [removed: $62] [added: $125] million.

We utilize a full yield curve approach [removed: in the estimation of] [added: to estimate] the service and interest cost components of net periodic benefit cost (credit) for our pension and OPEB [removed: plans] [added: plans,] which applies the specific spot rates along the yield curve used in [removed: the determination of] [added: determining] the benefit obligation to [removed: their] [added: the] underlying projected cash flows.

The income statement impact of the changes in the assumptions on our related benefit obligations are deferred and amortized into income over either the period of expected [added: future service of active participants, or over the expected future lives of inactive plan participants.]

As of December 31, [removed: 2020,] [added: 2021,] we had deferred net losses of approximately [removed: $521] [added: $319] million in pre-tax accumulated other comprehensive loss related to our pension and OPEB plans.

Business Segments

of-index and keep-whole contracts.

Beginning in 2022, due to the floor price associated with a significant sales contract no longer being a component of the pricing formula, only a small percentage of our sales contracts will be based on a fixed fee or floor price.

Stagecoach Acquisition

On July 9, 2021 and November 24, 2021, we completed the acquisitions of Stagecoach Gas Services LLC and its subsidiaries (Stagecoach), a natural gas pipeline and storage joint venture between Consolidated Edison, Inc. and Crestwood Equity Partners, LP, for approximately $1,258 million, including purchase price adjustments for working capital.

The Stagecoach assets include 4 natural gas storage facilities with a total FERC-certificated working capacity of 41 Bcf and a network of FERC-regulated natural gas transportation pipelines with multiple interconnects to major interstate natural gas pipelines in the northeast region of the U.S., including TGP.

Kinetrex Acquisition

On August 20, 2021, we completed the acquisition of Indianapolis-based Kinetrex from an affiliate of Parallel49 Equity for $318 million, including a preliminary purchase price adjustment for working capital.

Kinetrex is a supplier of LNG in the Midwest and a producer and supplier of RNG under long-term contracts to transportation service providers.

Kinetrex has a 50% interest in the largest RNG facility in Indiana and we commenced construction on three additional landfill-based RNG facilities in September 2021.

The acquired assets are included as part of our new Energy Transition Ventures group within our CO2 business segment.

Sale of an Interest in NGPL Holdings LLC

On March 8, 2021, we and Brookfield Infrastructure Partners L.P. (Brookfield) completed the sale of a combined 25% interest in our joint venture, NGPL Holdings LLC (NGPL Holdings), to a fund controlled by ArcLight Capital Partners, LLC (ArcLight).

We received net proceeds of $412 million for our proportionate share of the interests sold.

We recognized a pre-tax gain of $206 million for our proportionate share, which is included within “Other, net” in our accompanying consolidated statement of operations for the year ended December 31, 2021.

We and Brookfield now each hold a 37.5% interest in NGPL Holdings.

February 2021 Winter Storm

Our earnings for 2021 reflect impacts of the February 2021 winter storm that affected Texas, which are largely nonrecurring.

See “—Segment Earnings Results” below.

Critical accounting estimates and assumptions involve material levels of subjectivity and complex judgement to account for highly uncertain matters or matters with a high susceptibility to change, and could result in a material impact to our financial statements.

For a summary of our significant accounting policies, see Note 2 *“Summary of Significant Accounting Policies”* to our consolidated financial statements and the following discussion for further information regarding critical estimates and assumptions used in the preparation of our financial statements.

Acquisition Method of Accounting

For acquired businesses, we recognize the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired is recorded to goodwill.

Determining the fair value of these items requires management’s judgment and/or the utilization of independent valuation specialists and involves the use of significant estimates and assumptions.

The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense.

Impairments

In addition to our annual testing of impairment for goodwill, we evaluate impairment of our long-lived assets when a triggering event occurs.

Management applies judgment in determining whether there is an impairment indicator.

Fair value calculated for the purpose of testing our long-lived assets, including intangible assets, goodwill and equity method investments for impairment involves the use of significant estimates and assumptions regarding the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items.

The estimates and assumptions can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts.

An estimate of the sensitivity to changes in underlying assumptions of a fair value calculation is not practicable, given the numerous assumptions that can materially affect our estimates.

We make significant judgments and estimates in determining our provision for income taxes, including our assessment of our income tax positions given the uncertainties involved in the interpretation and application of complex tax laws and regulations in various taxing jurisdictions.

Numerous and complex judgments and assumptions are inherent in the estimation of future taxable income when determining a valuation allowance, including factors such as future operating conditions and the apportionment of income by state.

We believe the GAAP measure most directly comparable to Adjusted EBITDA is Net income attributable to Kinder Morgan, Inc. In prior periods Net income was considered the comparable GAAP measure and has been updated to Net income attributable to Kinder Morgan, Inc. for consistency with our other non-GAAP performance measures.

| Terminals | | | 908 | | | | | | 1,045 | | | | | | (137) | | | | | | (13) | | % |

| CO2 | | | 760 | | | | | | (292) | | | | | | 1,052 | | | | | | 360 | | % |

| DD&A | | | (2,135) | | | | | | (2,164) | | | | | | 29 | | | | | | 1 | | % |

| Net income | | | 1,850 | | | | | | 180 | | | | | | 1,670 | | | | | | 928 | | % |

| Net income attributable to Kinder Morgan, Inc. | | | $ | 1,784 | | | | | $ | 119 | | | | | $ | 1,665 | | | | | 1399 | | % |

The impacts of the long-lived asset impairments were partially offset by associated tax benefits.

products and condensate available to our pipeline systems, which are impacted by the level of oil and gas drilling activity and product demand in the respective regions that we serve.

CO2

On a volume-weighted basis, for third-party contracts making deliveries in 2020, and utilizing the average oil price per barrel contained in our 2021 budget, approximately 100% of our revenue is based on a fixed fee or floor price.

Had we not used energy derivative

Sale of U.S. Portion of Cochin Pipeline System and KML

On December 16, 2019, we closed on two cross-conditional transactions resulting in the sale of the U.S. portion of the Cochin Pipeline system and all the outstanding equity of KML, including our 70% interest, to Pembina Pipeline Corporation (Pembina) (together, the “KML and U.S. Cochin Sale”).

We received approximately 25 million shares of Pembina common equity for our interest in KML.

On January 9, 2020, we sold our shares of Pembina and received proceeds of approximately $907 million ($764 million after tax) which were used to repay maturing debt.

The COVID-19 pandemic-related reduction in energy demand and the dramatic decline in commodity prices that began to impact us in the first quarter of 2020 continued to cause disruptions and volatility.

Sharp declines in crude oil and natural gas production along with reduced demand for refined products due to the economic shutdown in the wake of the pandemic affected our business and continues to do so.

While we have seen some meaningful recovery during the second half of the year in demand for refined products that we move through our terminals, significant uncertainty remains regarding the duration and extent of the impact of the pandemic on the energy industry, including demand and prices for the products handled by our pipelines, terminals, shipping vessels and other facilities, although we expect to see further recovery as vaccines are distributed and more normal societal activity resumes.

The events as described above resulted in decreases of current and estimated long-term crude oil and NGL sale prices and volumes we expect to realize and in significant reductions to the market capitalization of many midstream and oil and gas producing companies.

These events triggered us to review the carrying value of our long-lived assets and recoverability of goodwill for interim periods in addition to our annual testing.

For a further discussion of these impairments and our risk for future impairments, see Note 3, “*Impairments and Losses and Gains on Divestitures*.”

We have placed a priority on protecting our employees during this pandemic while continuing to provide essential services to our customers.

We continue to follow the Centers for Disease Control guidelines for those employees that perform essential tasks in our operations and have taken a cautious enterprise-wide approach with a phased return to workplace process for our employees who are currently working remotely.

During 2020, our incremental employee safety costs associated with COVID-19 mitigation were approximately $15 million, primarily for personal protective equipment, enhanced cleaning protocols, temperature screening and other measures we adopted to protect our employees.

We continue to operate our assets safely and efficiently during this challenging period.

Certain amounts included in or

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.

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.

We record at fair value, where appropriate, environmental liabilities assumed in a business combination.

In general, we expense legal costs as incurred.

When we identify contingent liabilities that are probable, we identify a range of possible costs expected to be required to resolve the matter.

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.

*Long-lived Asset and Equity Investment Impairments*

We evaluate long-lived assets including leases and investments for impairment whenever events or changes in circumstances indicate that our carrying amount of an asset or investment may not be recoverable.

We recognize impairment losses when estimated future cash flows expected to result from our use of the asset and its eventual disposition is less than its carrying amount.

Because the impairment test for long-lived assets held in use is based on undiscounted cash flows, there may be instances where an asset or asset group is not considered impaired, even when its fair value may be less than its carrying value, because the asset or asset group is recoverable based on the cash flows to be generated over the estimated life of the asset

or asset group.

If the carrying value of a long-lived asset or asset group is in excess of undiscounted cash flows, we typically use discounted cash flow analyses to determine if an impairment is required.

*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 goodwill for impairment on May 31 of each year.

At year end and during other interim periods we evaluate our reporting units for events and changes that could indicate that it is more likely than not that the fair value of a reporting unit could be less than its carrying amount.

Excluding goodwill, our other intangible assets include customer contracts and relationships and agreements.

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.

Because we enter into derivative contracts largely for the purpose of mitigating the risks that accompany certain of our business activities, both in the sensitivity analysis model and in reality, the change in the market value of the derivative contracts’ portfolio is offset largely by changes in the value of the underlying [removed: physical transactions.]

| Commodity derivative | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Crude oil | | | | | | $ | [removed: 81] [added: 135] | | | | | $ | [removed: 113] [added: 81] | |

| Natural gas | | | | | | [removed: 12] [added: 36] | | | | | | [removed: 8] [added: 12] | | |

| NGL | | | | | | [removed: 7] [added: 8] | | | | | | 7 | | |

| Total | | | | | | $ | [removed: 100] [added: 179] | | | | | $ | [removed: 128] [added: 100] | |

Below are our debt balances, including debt fair value [removed: adjustments and, as of December 31, 2019, the preferred interest in KMP held by KMGP that was redeemed on January 15, 2020,] [added: adjustments,] and sensitivity to interest rates:

| | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | | | |

| | | | Carrying value | | | | | | Estimated fair [removed: value(e)] [added: value(a)] | | | | | | Carrying value | | | | | | Estimated fair [removed: value(e)] [added: value(a)] | | |

| Fixed rate [removed: debt(a)] [added: debt(b)] | | | $ | [removed: 34,376] [added: 33,006] | | | | | $ | [removed: 39,306] [added: 37,459] | | | | | $ | [removed: 33,943] [added: 34,376] | | | | | $ | [removed: 37,588] [added: 39,306] | |

| Variable rate debt | | | $ | [removed: 313] [added: 314] | | | | | $ | 316 | | | | | $ | [removed: 449] [added: 313] | | | | | $ | [removed: 428] [added: 316] | |

| Notional principal amount of variable-to-fixed interest rate swap [removed: agreements(b)] [added: agreements(c)] | | | [removed: (2,750)] [added: (490)] | | | | | | | | | | | | [removed: (250)] [added: (2,750)] | | | | | | | | |

| Notional principal amount of fixed-to-variable interest rate swap [removed: agreements(c)] [added: agreements(d)] | | | [removed: 7,625] [added: 7,100] | | | | | | | | | | | | [removed: 8,725] [added: 7,625] | | | | | | | | |

| Debt balances subject to variable interest [removed: rates(d)] [added: rates(e)] | | | $ | [removed: 5,188] [added: 6,924] | | | | | | | | | | | $ | [removed: 8,924] [added: 5,188] | | | | | | | |

[removed: (a)A] [added: (b)A] hypothetical 10% change in the average interest rates applicable to such debt as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] would result in changes of approximately [removed: $1,541] [added: $749] million and [removed: $1,548] [added: $1,541] million, respectively, in the estimated fair values of these instruments.

[removed: (b)December] [added: December] 31, 2020 amount includes $2.5 billion of variable-to-fixed interest rate swap agreements that [removed: expire] [added: expired] during 2021.

[removed: (c)December] [added: (d)December] 31, 2020 amount includes $900 million of fixed-to-variable interest rate swap agreements that [removed: expire] [added: expired] during 2021.

[removed: (d)A] [added: (e)A] hypothetical 10% change in the weighted average interest rate on all of our borrowings (approximately [removed: 49] [added: 47] and [removed: 53] [added: 49] basis points, respectively, in [removed: 2020] [added: 2021] and [removed: 2019)] [added: 2020)] when applied to our outstanding balance of variable rate debt as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] including adjustments for the notional swap amounts described [added: in the table] above, would result in changes of approximately [removed: $25] [added: $32] million [added: (or $10 million with the inclusion of the variable-to-fixed interest rate swap agreements described in note (c) above)] and [removed: $47] [added: $25] million, respectively, in our [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] annual income before income taxes.

[removed: (e)Fair] [added: (a)Fair] values were determined using Level 2 inputs.

As of December 31, [removed: 2020,] [added: 2021,] including debt converted to variable rates through the use of interest rate swaps but excluding our debt fair value adjustments, approximately [removed: 16%] [added: 21%] of our debt balances were subject to variable interest rates.

[removed: LIBOR] [added: *LIBOR] Phase [removed: Out][added: Out*]

Amounts drawn under our revolving credit facility may bear interest rates in relation to U.S. Dollar LIBOR [removed: (“USD LIBOR”),] [added: (USD LIBOR),] depending on our selection of repayment options, and certain of our outstanding interest rate swap agreements have a floating interest rate in relation to one-month LIBOR or three-month LIBOR.

On November 30, 2020, ICE Benchmark Administration [removed: (“IBA”),] [added: (IBA),] the administrator of USD LIBOR announced that it does not intend to cease publication of the remaining USD LIBOR tenors until June 30, 2023, providing additional time for existing contracts that are dependent on LIBOR to mature.

As of December 31, [removed: 2020,] [added: 2021,] we had a notional principal amount of $1,358 million of cross-currency swap agreements that effectively convert all of our fixed-rate Euro denominated debt, including annual interest payments and the payment of principal at maturity, to U.S. dollar denominated debt at fixed rates.

| Macquarie | | | A+ | | |

physical transactions.

(c)December 31, 2021 amount excludes $4.9 billion of variable-to-fixed interest rate swap agreements that became effective January 4, 2022 and expire December 31, 2022.

The percentage at December 31, 2021 excludes $4,860 million of variable-to-fixed interest rate derivative contracts which became effective January 4, 2022 and hedge our exposure through 2022.

The agreements governing our Credit Facilities include customary provisions to provide for replacement of LIBOR with an alternative benchmark rate when LIBOR ceases to be available.

See also Note 19 *“Recent Accounting Pronouncements”* to our consolidated financial statements for accounting pronouncements related to the LIBOR phase out.

| Citibank | | | A+ | | |

The agreement governing our revolving credit facility includes provisions to determine a replacement rate for LIBOR if necessary during its term, which require that we and our administrative agent agree upon a replacement rate based on the then-prevailing market convention for similar agreements, which rate is not objected to by lenders holding a majority of the revolving commitments.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

See the definitions of “large accelerated filer,” “accelerated filer,” [added: “non-accelerated filer,”] “smaller reporting company,” and [removed: "emerging] [added: “emerging] growth [removed: company"] [added: company”] in Rule 12b-2 of the Exchange Act.

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, [removed: 2020] [added: 2021] was approximately [removed: $29,459,747,400.][added: $36,152,128,132.]

As of February 4, [removed: 2021,] [added: 2022,] the registrant had [removed: 2,264,450,220] [added: 2,267,484,557 shares of] Class P [removed: shares] [added: common stock] outstanding.

Portions of the Registrant’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021,] [added: 2022,] are incorporated into PART III, as specifically set forth in PART III.

| | | | [Information Regarding Forward-Looking [removed: Statements](#i923d508b1a644a97952b8cf477d617ef_13)] [added: Statements](#i6fd98ba1e5724a5f89bdcda41590cfee_13)] | | | [removed: [2](#i923d508b1a644a97952b8cf477d617ef_13)] [added: [2](#i6fd98ba1e5724a5f89bdcda41590cfee_13)] | | |

| [Items 1. and [removed: 2.](#i923d508b1a644a97952b8cf477d617ef_19)] [added: 2.](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] | | | [Business and [removed: Properties](#i923d508b1a644a97952b8cf477d617ef_19)] [added: Properties](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] | | | [removed: [4](#i923d508b1a644a97952b8cf477d617ef_19)] [added: [4](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] | | |

| | | | [General Development of [removed: Business](#i923d508b1a644a97952b8cf477d617ef_22)] [added: Business](#i6fd98ba1e5724a5f89bdcda41590cfee_22)] | | | [removed: [5](#i923d508b1a644a97952b8cf477d617ef_22)] [added: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_22)] | | |

| | | | [Recent [removed: Developments](#i923d508b1a644a97952b8cf477d617ef_28)] [added: Developments](#i6fd98ba1e5724a5f89bdcda41590cfee_25)] | | | [removed: [5](#i923d508b1a644a97952b8cf477d617ef_28)] [added: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_25)] | | |

| | | | [Narrative Description of [removed: Business](#i923d508b1a644a97952b8cf477d617ef_37)] [added: Business](#i6fd98ba1e5724a5f89bdcda41590cfee_28)] | | | [removed: [6](#i923d508b1a644a97952b8cf477d617ef_37)] [added: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_28)] | | |

| | | | [Business [removed: Strategy](#i923d508b1a644a97952b8cf477d617ef_40)] [added: Strategy](#i6fd98ba1e5724a5f89bdcda41590cfee_31)] | | | [removed: [6](#i923d508b1a644a97952b8cf477d617ef_40)] [added: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_31)] | | |

| | | | [Business [removed: Segments](#i923d508b1a644a97952b8cf477d617ef_43)] [added: Segments](#i6fd98ba1e5724a5f89bdcda41590cfee_34)] | | | [removed: [6](#i923d508b1a644a97952b8cf477d617ef_43)] [added: [6](#i6fd98ba1e5724a5f89bdcda41590cfee_34)] | | |

| | | | [Natural Gas [removed: Pipelines](#i923d508b1a644a97952b8cf477d617ef_46)] [added: Pipelines](#i6fd98ba1e5724a5f89bdcda41590cfee_37)] | | | [removed: [6](#i923d508b1a644a97952b8cf477d617ef_46)] [added: [6](#i6fd98ba1e5724a5f89bdcda41590cfee_37)] | | |

| | | | [Products [removed: Pipelines](#i923d508b1a644a97952b8cf477d617ef_49)] [added: Pipelines](#i6fd98ba1e5724a5f89bdcda41590cfee_40)] | | | [removed: [10](#i923d508b1a644a97952b8cf477d617ef_49)] [added: [9](#i6fd98ba1e5724a5f89bdcda41590cfee_40)] | | |

| | | | [Major [removed: Customers](#i923d508b1a644a97952b8cf477d617ef_58)] [added: Customers](#i6fd98ba1e5724a5f89bdcda41590cfee_49)] | | | [removed: [13](#i923d508b1a644a97952b8cf477d617ef_58)] [added: [12](#i6fd98ba1e5724a5f89bdcda41590cfee_49)] | | |

| | | | [Industry [removed: Regulation](#i923d508b1a644a97952b8cf477d617ef_61)] [added: Regulation](#i6fd98ba1e5724a5f89bdcda41590cfee_52)] | | | [removed: [13](#i923d508b1a644a97952b8cf477d617ef_61)] [added: [12](#i6fd98ba1e5724a5f89bdcda41590cfee_52)] | | |

| | | | [Environmental [removed: Matters](#i923d508b1a644a97952b8cf477d617ef_64)] [added: Matters](#i6fd98ba1e5724a5f89bdcda41590cfee_55)] | | | [removed: [17](#i923d508b1a644a97952b8cf477d617ef_64)] [added: [15](#i6fd98ba1e5724a5f89bdcda41590cfee_55)] | | |

| | | | [Human [removed: Capital](#i923d508b1a644a97952b8cf477d617ef_67)] [added: Capital](#i6fd98ba1e5724a5f89bdcda41590cfee_58)] | | | [removed: [19](#i923d508b1a644a97952b8cf477d617ef_67)] [added: [18](#i6fd98ba1e5724a5f89bdcda41590cfee_58)] | | |

[removed: | | | | [Properties] [added: Properties] and [removed: Rights of Way](#i923d508b1a644a97952b8cf477d617ef_3119) | | | [20](#i923d508b1a644a97952b8cf477d617ef_3119) | | |][added: Rights-of-Way]

| | | | [Financial Information about Geographic [removed: Areas](#i923d508b1a644a97952b8cf477d617ef_70)] [added: Areas](#i6fd98ba1e5724a5f89bdcda41590cfee_64)] | | | [removed: [21](#i923d508b1a644a97952b8cf477d617ef_70)] [added: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_64)] | | |

| | | | [Available [removed: Information](#i923d508b1a644a97952b8cf477d617ef_73)] [added: Information](#i6fd98ba1e5724a5f89bdcda41590cfee_67)] | | | [removed: [21](#i923d508b1a644a97952b8cf477d617ef_73)] [added: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_67)] | | |

| [Item [removed: 1A.](#i923d508b1a644a97952b8cf477d617ef_76)] [added: 1A.](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] | | | [Risk [removed: Factors](#i923d508b1a644a97952b8cf477d617ef_76)] [added: Factors](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] | | | [removed: [21](#i923d508b1a644a97952b8cf477d617ef_76)] [added: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] | | |

| [Item [removed: 1B.](#i923d508b1a644a97952b8cf477d617ef_79)] [added: 1B.](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] | | | [Unresolved Staff [removed: Comments](#i923d508b1a644a97952b8cf477d617ef_79)] [added: Comments](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] | | | [removed: [34](#i923d508b1a644a97952b8cf477d617ef_79)] [added: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] | | |

| [Item [removed: 3.](#i923d508b1a644a97952b8cf477d617ef_82)] [added: 3.](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] | | | [Legal [removed: Proceedings](#i923d508b1a644a97952b8cf477d617ef_82)] [added: Proceedings](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] | | | [removed: [34](#i923d508b1a644a97952b8cf477d617ef_82)] [added: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] | | |

| [Item [removed: 4.](#i923d508b1a644a97952b8cf477d617ef_85)] [added: 4.](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] | | | [Mine Safety [removed: Disclosures](#i923d508b1a644a97952b8cf477d617ef_85)] [added: Disclosures](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] | | | [removed: [34](#i923d508b1a644a97952b8cf477d617ef_85)] [added: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] | | |

| [Item [removed: 5.](#i923d508b1a644a97952b8cf477d617ef_91)] [added: 5.](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i923d508b1a644a97952b8cf477d617ef_91)] [added: Securities](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] | | | [removed: [35](#i923d508b1a644a97952b8cf477d617ef_91)] [added: [34](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] | | |

| [Item [removed: 7.](#i923d508b1a644a97952b8cf477d617ef_97)] [added: 7.](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i923d508b1a644a97952b8cf477d617ef_97)] [added: Operations](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] | | | [removed: [35](#i923d508b1a644a97952b8cf477d617ef_97)] [added: [34](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] | | |

| | | | [Consolidated Earnings Results [removed: (GAAP)](#i923d508b1a644a97952b8cf477d617ef_112)] [added: (GAAP)](#i6fd98ba1e5724a5f89bdcda41590cfee_106)] | | | [removed: [44](#i923d508b1a644a97952b8cf477d617ef_112)] [added: [42](#i6fd98ba1e5724a5f89bdcda41590cfee_106)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i923d508b1a644a97952b8cf477d617ef_115)] [added: Measures](#i6fd98ba1e5724a5f89bdcda41590cfee_109)] | | | [removed: [46](#i923d508b1a644a97952b8cf477d617ef_115)] [added: [44](#i6fd98ba1e5724a5f89bdcda41590cfee_109)] | | |

| | | | [Segment Earnings [removed: Results](#i923d508b1a644a97952b8cf477d617ef_118)] [added: Results](#i6fd98ba1e5724a5f89bdcda41590cfee_112)] | | | [removed: [49](#i923d508b1a644a97952b8cf477d617ef_118)] [added: [47](#i6fd98ba1e5724a5f89bdcda41590cfee_112)] | | |

| | | | [DD&A, General and Administrative and Corporate Charges, Interest, net and Noncontrolling [removed: Interests](#i923d508b1a644a97952b8cf477d617ef_133)] [added: Interests](#i6fd98ba1e5724a5f89bdcda41590cfee_127)] | | | [removed: [55](#i923d508b1a644a97952b8cf477d617ef_133)] [added: [52](#i6fd98ba1e5724a5f89bdcda41590cfee_127)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i923d508b1a644a97952b8cf477d617ef_139)] [added: Resources](#i6fd98ba1e5724a5f89bdcda41590cfee_133)] | | | [removed: [56](#i923d508b1a644a97952b8cf477d617ef_139)] [added: [53](#i6fd98ba1e5724a5f89bdcda41590cfee_133)] | | |

| | | | [Long-term [removed: Financing](#i923d508b1a644a97952b8cf477d617ef_148)] [added: Financing](#i6fd98ba1e5724a5f89bdcda41590cfee_142)] | | | [removed: [58](#i923d508b1a644a97952b8cf477d617ef_148)] [added: [55](#i6fd98ba1e5724a5f89bdcda41590cfee_142)] | | |

| | | | [Off Balance Sheet [removed: Arrangements](#i923d508b1a644a97952b8cf477d617ef_154)] [added: Arrangements](#i6fd98ba1e5724a5f89bdcda41590cfee_151)] | | | [removed: [59](#i923d508b1a644a97952b8cf477d617ef_154)] [added: [56](#i6fd98ba1e5724a5f89bdcda41590cfee_151)] | | |

| | | | [Contractual Obligations and Commercial [removed: Commitments](#i923d508b1a644a97952b8cf477d617ef_157)] [added: Commitments](#i6fd98ba1e5724a5f89bdcda41590cfee_154)] | | | [removed: [60](#i923d508b1a644a97952b8cf477d617ef_157)] [added: [57](#i6fd98ba1e5724a5f89bdcda41590cfee_154)] | | |

| | | | [Dividends and Stock Buy-back [removed: Program](#i923d508b1a644a97952b8cf477d617ef_163)] [added: Program](#i6fd98ba1e5724a5f89bdcda41590cfee_160)] | | | [removed: [61](#i923d508b1a644a97952b8cf477d617ef_163)] [added: [58](#i6fd98ba1e5724a5f89bdcda41590cfee_160)] | | |

| | | | [Summarized Combined Financial Information for Guarantee of Securities of [removed: Subsidiaries](#i923d508b1a644a97952b8cf477d617ef_3065)] [added: Subsidiaries](#i6fd98ba1e5724a5f89bdcda41590cfee_163)] | | | [removed: [62](#i923d508b1a644a97952b8cf477d617ef_3065)] [added: [59](#i6fd98ba1e5724a5f89bdcda41590cfee_163)] | | |

| | | | [Recent Accounting [removed: Pronouncements](#i923d508b1a644a97952b8cf477d617ef_169)] [added: Pronouncements](#i6fd98ba1e5724a5f89bdcda41590cfee_166)] | | | [removed: [63](#i923d508b1a644a97952b8cf477d617ef_169)] [added: [60](#i6fd98ba1e5724a5f89bdcda41590cfee_166)] | | |

| [Item [removed: 7A.](#i923d508b1a644a97952b8cf477d617ef_172)] [added: 7A.](#i6fd98ba1e5724a5f89bdcda41590cfee_169)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i923d508b1a644a97952b8cf477d617ef_172)] [added: Risk](#i6fd98ba1e5724a5f89bdcda41590cfee_169)] | | | [removed: [63](#i923d508b1a644a97952b8cf477d617ef_172)] [added: [60](#i6fd98ba1e5724a5f89bdcda41590cfee_169)] | | |

| | | | [Glossary](#i6fd98ba1e5724a5f89bdcda41590cfee_10) | | | [1](#i6fd98ba1e5724a5f89bdcda41590cfee_10) | | |

| | | | [PART I](#i6fd98ba1e5724a5f89bdcda41590cfee_16) | | | | | |

| | | | [Terminals](#i6fd98ba1e5724a5f89bdcda41590cfee_43) | | | [9](#i6fd98ba1e5724a5f89bdcda41590cfee_43) | | |

| | | | [CO](#i6fd98ba1e5724a5f89bdcda41590cfee_46)2 | | | [10](#i6fd98ba1e5724a5f89bdcda41590cfee_46) | | |

| | | | [PART II](#i6fd98ba1e5724a5f89bdcda41590cfee_82) | | | | | |

| [Item 6.](#i6fd98ba1e5724a5f89bdcda41590cfee_2634) | | | [\[Reserved\]](#i6fd98ba1e5724a5f89bdcda41590cfee_2634) | | | [34](#i6fd98ba1e5724a5f89bdcda41590cfee_2634) | | |

| | | | [Critical Accounting Estimates](#i6fd98ba1e5724a5f89bdcda41590cfee_97) | | | [37](#i6fd98ba1e5724a5f89bdcda41590cfee_97) | | |

| | | | [Results of Operations](#i6fd98ba1e5724a5f89bdcda41590cfee_100) | | | [39](#i6fd98ba1e5724a5f89bdcda41590cfee_100) | | |

| | | | [Overview](#i6fd98ba1e5724a5f89bdcda41590cfee_103) | | | [39](#i6fd98ba1e5724a5f89bdcda41590cfee_103) | | |

| | | | [Income Taxes](#i6fd98ba1e5724a5f89bdcda41590cfee_130) | | | [53](#i6fd98ba1e5724a5f89bdcda41590cfee_130) | | |

| | | | [General](#i6fd98ba1e5724a5f89bdcda41590cfee_136) | | | [53](#i6fd98ba1e5724a5f89bdcda41590cfee_136) | | |

| | | | [Short-term Liquidity](#i6fd98ba1e5724a5f89bdcda41590cfee_139) | | | [54](#i6fd98ba1e5724a5f89bdcda41590cfee_139) | | |

| | | | [Counterparty Creditworthiness](#i6fd98ba1e5724a5f89bdcda41590cfee_145) | | | [55](#i6fd98ba1e5724a5f89bdcda41590cfee_145) | | |

| | | | [Capital Expenditures](#i6fd98ba1e5724a5f89bdcda41590cfee_148) | | | [55](#i6fd98ba1e5724a5f89bdcda41590cfee_148) | | |

| | | | [Cash Flows](#i6fd98ba1e5724a5f89bdcda41590cfee_157) | | | [57](#i6fd98ba1e5724a5f89bdcda41590cfee_157) | | |

| [Item 9C.](#i6fd98ba1e5724a5f89bdcda41590cfee_2679) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6fd98ba1e5724a5f89bdcda41590cfee_2679) | | | [63](#i6fd98ba1e5724a5f89bdcda41590cfee_2679) | | |

| | | | [PART III](#i6fd98ba1e5724a5f89bdcda41590cfee_193) | | | | | |

| | | | [PART IV](#i6fd98ba1e5724a5f89bdcda41590cfee_211) | | | | | |

| | | | [Index to Financial Statements](#i6fd98ba1e5724a5f89bdcda41590cfee_217) | | | [69](#i6fd98ba1e5724a5f89bdcda41590cfee_217) | | |

| [Signatures](#i6fd98ba1e5724a5f89bdcda41590cfee_322) | | | | | | [133](#i6fd98ba1e5724a5f89bdcda41590cfee_322) | | |

| CIG | | | \= | | | Colorado Interstate Gas Company, L.L.C. | | | | | | | | | | | |

| EIG | | | \= | | | EIG Global Energy Partners | | | | | | | | | | | |

| Bbl | | | \= | | | barrels | | | LIBOR | | | \= | | | London Interbank Offered Rate | | |

| RNG | | | \= | | | renewable natural gas | | | | | | | | | | | |

| U.S. | | | \= | | | United States of America | | | | | | | | | | | |

considering forward-looking statements, you should keep in mind the factors described in this section and the other sections referenced above.

| NGPL | | | | | | We and Brookfield Infrastructure Partners L.P. (Brookfield) sold a combined 25% interest in NGPL to ArcLight Capital Partners, LLC and we and Brookfield each now own a 37.5% interest. | | | | | | Completed in March 2021. | | | | | | n/a | | |

| Stagecoach assets | | | | | | Acquired Stagecoach Gas Services LLC and its subsidiaries, a natural gas pipeline and storage joint venture between Consolidated Edison, Inc. and Crestwood Equity Partners, LP. Assets include 4 natural gas storage facilities and a network of natural gas transportation pipelines in the northeast region of the U.S. | | | | | | Acquired in July and November 2021. | | | | | | $1,258 million | | |

| Kinetrex | | | | | | Acquired Kinetrex from an affiliate of Parallel49 Equity. Kinetrex is a supplier of LNG in the Midwest and a producer and supplier of RNG. | | | | | | Acquired in August 2021. | | | | | | $318 million | | |

| *CO2* *- Energy Transition Ventures* | | | | | | | | | | | | | | | | | | | | |

| RNG facilities | | | | | | Construction of three additional landfill-based RNG facilities for Kinetrex in order to provide approximately 3.5 Bcf of RNG a year. Supported by a long-term contract. | | | | | | First facility expected to be in service by September 2022 and final facility by January 2023. | | | | | | $146 million | | |

In addition, we entered into a new $3.5 billion revolving credit facility, maturing August 2026, which may be used for working capital and other general corporate purposes and amended our existing revolving credit facility, maturing November 2023, to reduce the capacity to $500 million.

| Stagecoach Gas Services LLC | | | | | | 185 | | | | | | 3.22 | | | | | | 41 | | | | | | Marcellus, Appalachia; Northeast markets | | |

(a)Includes proportionate share of storage capacity from our Bear Creek Storage joint venture.

(b)Includes leased pipeline miles and proportionate share of design and storage capacity from our WYCO joint venture.

(e)Includes proportionate share of design capacity from our Liberty pipeline joint venture.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

Segment Competition

Segment Competition

| | | | | | | | | |

| | | | [Glossary](#i923d508b1a644a97952b8cf477d617ef_10) | | | [1](#i923d508b1a644a97952b8cf477d617ef_10) | | |

| | | | [PART I](#i923d508b1a644a97952b8cf477d617ef_16) | | | | | |

| | | | [Terminals](#i923d508b1a644a97952b8cf477d617ef_52) | | | [10](#i923d508b1a644a97952b8cf477d617ef_52) | | |

| | | | [C](#i923d508b1a644a97952b8cf477d617ef_55)O2 | | | [11](#i923d508b1a644a97952b8cf477d617ef_55) | | |

| | | | [PART II](#i923d508b1a644a97952b8cf477d617ef_88) | | | | | |

| [Item 6.](#i923d508b1a644a97952b8cf477d617ef_94) | | | [Selected Financial Data](#i923d508b1a644a97952b8cf477d617ef_94) | | | [35](#i923d508b1a644a97952b8cf477d617ef_94) | | |

| | | | [General](#i923d508b1a644a97952b8cf477d617ef_100) | | | [36](#i923d508b1a644a97952b8cf477d617ef_100) | | |

| | | | [Critical Accounting Policies and Estimates](#i923d508b1a644a97952b8cf477d617ef_103) | | | [38](#i923d508b1a644a97952b8cf477d617ef_103) | | |

| | | | [Results of Operations](#i923d508b1a644a97952b8cf477d617ef_106) | | | [41](#i923d508b1a644a97952b8cf477d617ef_106) | | |

| | | | [Overview](#i923d508b1a644a97952b8cf477d617ef_109) | | | [41](#i923d508b1a644a97952b8cf477d617ef_109) | | |

| | | | [Income Taxes](#i923d508b1a644a97952b8cf477d617ef_136) | | | [56](#i923d508b1a644a97952b8cf477d617ef_136) | | |

| | | | [General](#i923d508b1a644a97952b8cf477d617ef_142) | | | [56](#i923d508b1a644a97952b8cf477d617ef_142) | | |

| | | | [Short-term Liquidity](#i923d508b1a644a97952b8cf477d617ef_148) | | | [57](#i923d508b1a644a97952b8cf477d617ef_145) | | |

| | | | [Counterparty Creditworthiness](#i923d508b1a644a97952b8cf477d617ef_3175) | | | [58](#i923d508b1a644a97952b8cf477d617ef_3175) | | |

| | | | [Capital Expenditures](#i923d508b1a644a97952b8cf477d617ef_151) | | | [59](#i923d508b1a644a97952b8cf477d617ef_151) | | |

| | | | [Cash Flows](#i923d508b1a644a97952b8cf477d617ef_160) | | | [60](#i923d508b1a644a97952b8cf477d617ef_160) | | |

| | | | [PART III](#i923d508b1a644a97952b8cf477d617ef_196) | | | | | |

| | | | [PART IV](#i923d508b1a644a97952b8cf477d617ef_214) | | | | | |

| | | | [Index to Financial Statements and Supplementary Quarterly Data](#i923d508b1a644a97952b8cf477d617ef_220) | | | [72](#i923d508b1a644a97952b8cf477d617ef_220) | | |

| [Signatures](#i923d508b1a644a97952b8cf477d617ef_370) | | | | | | [137](#i923d508b1a644a97952b8cf477d617ef_370) | | |

| EIG | | | \= | | | EIG Global Energy Partners | | | NGPL | | | \= | | | Natural Gas Pipeline Company of America LLC and certain affiliates | | |

| /d | | | \= | | | per day | | | IPO | | | \= | | | Initial Public Offering | | |

| EPA | | | \= | | | United States Environmental Protection Agency | | | | | | | | | | | |

The impacts of COVID-19 and decreases in commodity prices resulting from oversupply and demand weakness are discussed in further detail in Note 2 “*Summary of Significant Accounting Policies—COVID-19*” to our consolidated financial statements.

Additional discussion of factors that may affect our forward-looking statements, including those associated with

| 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 three of 10 liquefaction units were placed in service in the later part of 2019. The remaining seven units were placed in service during January through August 2020. | | | | | | $1.2 billion | | |

| Permian Highway Pipeline (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. | | | | | | Initial commissioning in-service date November 2020. Placed in full commercial service on January 1, 2021. | | | | | | $652 million | | |

| KMI’s Crossover II Project | | | | | | Expansion project that increases the delivery capacity on the Texas intrastate system by 1.4 Bcf/d. This expansion capacity serves LNG, industrial, electric generation and local distribution company expansions along the Texas Gulf Coast. | | | | | | Placed in service November 2020 | | | | | | $257 million | | |

| EPNG South Mainline Expansion | | | | | | Expansion project that provides 471,000 Dth/d of firm transportation capacity with a first phase of system improvements to deliver volumes to the Sierrita pipeline and the second phase for incremental deliveries of natural gas to Arizona and California. Subscribed under long-term firm transportation contracts. | | | | | | Phase 1 is already in service. Phase 2 was placed in service July 2020. | | | | | | $134 million | | |

We utilized after-tax proceeds from the sale of Pembina stock received from the sale of KML to partially pay down debt that matured in February 2020, and in early January 2021, utilized a portion of proceeds from our August 2020 offerings to repay $750 million of senior notes that were scheduled to mature in March 2021.

| Bear Creek Storage (75%) | | | | | | — | | | | | | — | | | | | | 59 | | | | | | Located in Louisiana; provides storage capacity to SNG and TGP | | |

| WYCO (50%) | | | | | | 235 | | | | | | 1.20 | | | | | | 7 | | | | | | Denver Julesburg Basin; interconnects with CIG, WIC, Rockies Express Pipeline, Young Gas Storage and PSCo’s pipeline systems | | |

(c)Initial commissioning during November 2020.

(c)Previously known as Plantation pipeline.

| | | | | | | | | | KMI Gross | | |

| | | | Working | | | | | | Developed | | |

| | | | Interest | | | | | | Acres | | |

| | | | Ownership | | | | | | | | |

As an owner and operator of natural gas companies subject to the Natural Gas Act of 1938, we are required to provide service to shippers on our interstate natural gas pipelines and storage facilities at regulated rates that have been determined by the FERC to be just and reasonable.

We have not received any specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events requiring disclosure pursuant to the mine safety disclosure requirements of Dodd-Frank for the year ended December 31, [removed: 2020.][added: 2021.]

As of February 4, [removed: 2021,] [added: 2022,] we had [removed: 10,594] [added: 10,236] holders of our Class P common stock, which does not include beneficial owners whose shares are held by a nominee, such as a broker or bank.

The following table sets forth, for the periods and at the dates indicated, our summary historical financial 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.

Five-Year Review

Kinder Morgan, Inc. and Subsidiaries

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of or for the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income and Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | $ | 11,700 | | | | | $ | 13,209 | | | | | $ | 14,144 | | | | | $ | 13,705 | | | | | $ | 13,058 | |

| Operating income | | | 1,560 | | | | | | 4,873 | | | | | | 3,794 | | | | | | 3,529 | | | | | | 3,538 | | |

| Earnings (losses) from equity investments | | | 780 | | | | | | 101 | | | | | | 617 | | | | | | 428 | | | | | | (113) | | |

| Net income | | | 180 | | | | | | 2,239 | | | | | | 1,919 | | | | | | 223 | | | | | | 721 | | |

| Net income attributable to Kinder Morgan, Inc. | | | 119 | | | | | | 2,190 | | | | | | 1,609 | | | | | | 183 | | | | | | 708 | | |

| Net income available to common stockholders | | | 119 | | | | | | 2,190 | | | | | | 1,481 | | | | | | 27 | | | | | | 552 | | |

| Class P Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic Earnings Per Common Share From Continuing Operations | | | $ | 0.05 | | | | | $ | 0.96 | | | | | $ | 0.66 | | | | | $ | 0.01 | | | | | $ | 0.25 | |

| Basic Weighted Average Common Shares Outstanding | | | 2,263 | | | | | | 2,264 | | | | | | 2,216 | | | | | | 2,230 | | | | | | 2,230 | | |

| Dividends per common share declared for the period(a) | | | $ | 1.05 | | | | | $ | 1.00 | | | | | $ | 0.80 | | | | | $ | 0.50 | | | | | $ | 0.50 | |

| Dividends per common share paid in the period(a) | | | 1.0375 | | | | | | 0.95 | | | | | | 0.725 | | | | | | 0.50 | | | | | | 0.50 | | |

| Balance Sheet Data (at end of period): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Property, plant and equipment, net | | | $ | 35,836 | | | | | $ | 36,419 | | | | | $ | 37,897 | | | | | $ | 40,155 | | | | | $ | 38,705 | |

| Total assets | | | 71,973 | | | | | | 74,157 | | | | | | 78,866 | | | | | | 79,055 | | | | | | 80,305 | | |

| Current portion of debt | | | 2,558 | | | | | | 2,477 | | | | | | 3,388 | | | | | | 2,828 | | | | | | 2,696 | | |

| Long-term debt(b) | | | 30,838 | | | | | | 30,883 | | | | | | 33,205 | | | | | | 34,088 | | | | | | 36,205 | | |

(a)Dividends for the fourth quarter of each year are declared and paid during the first quarter of the following year.

(b)Excludes debt fair value adjustments.

The information required in this Item 8 is in this report as set forth in the “Index to Financial Statements” on page [removed: [72](#i923d508b1a644a97952b8cf477d617ef_220).][added: [69](#i6fd98ba1e5724a5f89bdcda41590cfee_217).]

As of December 31, [removed: 2020,] [added: 2021,] our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934.

Based upon and as of the date of the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file [removed: and] [added: or] submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported [removed: as] [added: within the time periods specified in the SEC’s rules] and [removed: when required,] [added: forms,] and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their audit report, which appears herein.

There has been no change in our internal control over financial reporting during the fourth quarter of [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

Not Applicable.

PART III

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2021.][added: 2022.]

| See “Index to Financial Statements” set forth on Page [removed: [72](#i923d508b1a644a97952b8cf477d617ef_220).] [added: [69](#i6fd98ba1e5724a5f89bdcda41590cfee_217).] | | | | | |

[removed: Number] [added: | Exhibit Number | | | | | |] Description [added: | | |]

| 3.1 | | | * | | | [Amended and Restated Certificate of Incorporation of KMI (filed as Exhibit 3.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000043/kmi-06302015ex31.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000043/kmi-06302015ex31.htm)] | | |

| 3.2 | | | * | | | [Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8-K, filed October 20, 2017 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000047/proposed_kmixarxbylawsxpro.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000047/proposed_kmixarxbylawsxpro.htm)] | | |

| 4.1 | | | * | | | [Form of certificate representing Class P common [removed: shares] [added: stock] of KMI (filed as Exhibit 4.1 to KMI’s Registration Statement on Form S-1 filed on January 18, 2011 (File No. [removed: 333-170773))](http://www.sec.gov/Archives/edgar/data/1506307/000104746911000168/a2201564zex-4_1.htm)] [added: 333-170773)).](http://www.sec.gov/Archives/edgar/data/1506307/000104746911000168/a2201564zex-4_1.htm)] | | |

| 4.2 | | | * | | | [Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.2 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex4_2.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex4_2.htm)] | | |

| 4.3 | | | * | | | [Amendment No. 1 to the Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.3 to KMI’s Current Report on Form 8-K filed on May 30, 2012 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000119312512253766/d361051dex43.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000119312512253766/d361051dex43.htm)] | | |

| 4.4 | | | * | | | [Amendment No. 2 to the Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.1 to KMI’s Current Report on Form 8-K filed on December 3, 2014 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000110465914084673/a14-25356_2ex4d1.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000110465914084673/a14-25356_2ex4d1.htm)] | | |

| 4.5 | | | * | | | [Indenture dated as of December 9, 2005, among Kinder Morgan Finance Company LLC (formerly Kinder Morgan Finance Company, ULC), Kinder Morgan Kansas, Inc. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.1 to Kinder Morgan Kansas, Inc.’s Current Report on Form 8-K filed on December 15, 2005 (File No. [removed: 1-06446))](http://www.sec.gov/Archives/edgar/data/54502/000005450205000105/kmiex41indenture.htm)] [added: 1-06446)).](http://www.sec.gov/Archives/edgar/data/54502/000005450205000105/kmiex41indenture.htm)] | | |

| 4.6 | | | * | | | [Forms of Kinder Morgan Finance Company LLC Notes (included in the Indenture filed as Exhibit 4.1 to Kinder Morgan Kansas, Inc.’s Current Report on Form 8-K filed on December 15, 2005 (File No. [removed: 1-06446))](http://www.sec.gov/Archives/edgar/data/54502/000005450205000105/kmiex41indenture.htm)] [added: 1-06446)).](http://www.sec.gov/Archives/edgar/data/54502/000005450205000105/kmiex41indenture.htm)] | | |

| 4.7 | | | * | | | [Indenture dated January 2, 2001 between Kinder Morgan Energy Partners, L.P. and First Union National Bank, as trustee, relating to Senior Debt Securities (including form of Senior Debt Securities) (filed as Exhibit 4.11 to Kinder Morgan Energy Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410801000047/0001014108-01-000047-0005.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410801000047/0001014108-01-000047-0005.txt)] | | |

| 4.8 | | | * | | | [Certificate of the Vice President and Chief Financial Officer of Kinder Morgan Energy Partners, L.P. establishing the terms of the 7.40% Notes due March 15, 2031 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Current Report on Form 8-K filed on March 14, 2001 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000095012901001433/h84986ex4-1.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000095012901001433/h84986ex4-1.txt)] | | |

| 4.9 | | | * | | | [Specimen of 7.40% Notes due March 15, 2031 in book-entry form (filed as Exhibit 4.3 to Kinder Morgan Energy Partners, L.P.’s Current Report on Form 8-K filed on March 14, [removed: 2001(File] [added: 2001 (File] No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000095012901001433/h84986ex4-3.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000095012901001433/h84986ex4-3.txt)] | | |

| 4.10 | | | * | | | [Certificate of the Vice President and Chief Financial Officer of Kinder Morgan Energy Partners, L.P. establishing the terms of the 7.750% Notes due March 15, 2032 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410802000055/km-ex41_391063.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410802000055/km-ex41_391063.txt)] | | |

| 4.11 | | | * | | | [Specimen of 7.750% Notes due March 15, 2032 in book-entry form (filed as Exhibit 4.3 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410802000055/km-ex414_391065.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410802000055/km-ex414_391065.txt)] | | |

| 4.12 | | | * | | | [Indenture dated August 19, 2002 between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Registration Statement on Form S-4 filed on October 4, 2002 (File No. [removed: 333-100346))](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w1.txt)] [added: 333-100346)).](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w1.txt)] | | |

| 4.13 | | | * | | | [First Supplemental Indenture to Indenture dated August 19, 2002, dated August 23, 2002 between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Registration Statement on Form S-4 filed on October 4, 2002 (File No. [removed: 333-100346))](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w2.txt)] [added: 333-100346)).](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w2.txt)] | | |

| 4.14 | | | * | | | [Form of 7.30% Notes due 2033 (included in the Indenture filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Registration Statement on Form S-4 filed on October 4, 2002 (File No. [removed: 333-100346))](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w1.txt)] [added: 333-100346)).](http://www.sec.gov/Archives/edgar/data/888228/000095012902004898/h99635exv4w1.txt)] | | |

| 4.15 | | | * | | | [Senior Indenture dated January 31, 2003 between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Registration Statement on Form S-3 filed on February 4, 2003 (File No. [removed: 333-102961))](http://www.sec.gov/Archives/edgar/data/888228/000095012903000560/h00168exv4w2.txt)] [added: 333-102961)).](http://www.sec.gov/Archives/edgar/data/888228/000095012903000560/h00168exv4w2.txt)] | | |

| 4.16 | | | * | | | [Form of Senior Note of Kinder Morgan Energy Partners, L.P. (included in the Form of Senior Indenture filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Registration Statement on Form S-3 filed on February 4, 2003 (File No. [removed: 333-102961))](http://www.sec.gov/Archives/edgar/data/888228/000095012903000560/h00168exv4w2.txt)] [added: 333-102961)).](http://www.sec.gov/Archives/edgar/data/888228/000095012903000560/h00168exv4w2.txt)] | | |

| 4.17 | | | * | | | [Certificate of the Vice President, Treasurer and Chief Financial Officer and the Vice President, General Counsel and Secretary of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P. establishing the terms of the 5.80% Notes due March 15, 2035 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410805000145/km-ex41toform10q_1173998v3.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410805000145/km-ex41toform10q_1173998v3.txt)] | | |

| 4.18 | | | * | | | [Certificate of the Vice President and Chief Financial Officer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P. establishing the terms of the 6.00% Senior Notes due 2017 and 6.50% Senior Notes due 2037 (filed as Exhibit 4.28 to Kinder Morgan Energy Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410807000032/km-form10k_ex428.txt)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410807000032/km-form10k_ex428.txt)] | | |

| 4.19 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 6.95% Senior Notes due 2038 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410807000171/km-ex42toform10q_7721174v4.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410807000171/km-ex42toform10q_7721174v4.htm)] | | |

| 4.20 | | | * | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 5.80% Senior Notes due 2021, and the 6.50% Senior Notes due 2039 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000114036109024152/ex4_2.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000114036109024152/ex4_2.htm)] | | |

| 4.21 | | | * | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 5.30% Senior Notes due 2020, and the 6.55% Senior Notes due 2040 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000101410810000170/km-ex42to10q_jun302010.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000101410810000170/km-ex42to10q_jun302010.htm)] | | |

| 4.22 | | | * | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 6.375% Senior Notes due 2041 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000088822811000028/exhibit_4-1.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000088822811000028/exhibit_4-1.htm)] | | |

| 4.23 | | | * | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 4.150% Senior Notes due 2022, and the 5.625% Senior Notes due 2041 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000088822811000058/exhibit_4-1.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000088822811000058/exhibit_4-1.htm)] | | |

| 4.24 | | | * | | | [Certificate of the Vice President, Finance and Investor Relations and the Vice President and Secretary of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 3.500% Senior Notes due 2021 and the 5.500% Senior Notes due 2044 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000088822814000024/kmp-201433ex41.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000088822814000024/kmp-201433ex41.htm)] | | |

| 4.25 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Secretary of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 4.250% Senior Notes due 2024 and the 5.400% Senior Notes due 2044 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. [removed: 1-11234))](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)] [added: 1-11234)).](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)] | | |

| 4.26 | | | * | | | [Indenture, dated March 1, 2012, between KMI and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to KMI’s Registration Statement on Form S-3 filed on March 1, 2012 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000104746912001949/a2207341zex-4_1.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000104746912001949/a2207341zex-4_1.htm)] | | |

| 4.27 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Secretary of KMI establishing the terms of the 2.000% Senior Notes due 2017, the 3.050% Senior Notes due 2019, the 4.300% Senior Notes due 2025, the 5.300% Senior Notes due 2034 and the 5.550% Senior Notes due 2045 (filed as Exhibit 10.53 to KMI’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000014/kmi-2014x10kxexh1053.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000014/kmi-2014x10kxexh1053.htm)] | | |

| 4.28 | | | * | | | [Certificate of the Vice President and Treasurer and Vice President and Secretary of KMI establishing the terms of the 5.050% Senior Notes due 2046 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000020/kmi-03312015ex41.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000020/kmi-03312015ex41.htm)] | | |

| 4.29 | | | * | | | [Certificate of the Vice President and Treasurer and Vice President and Secretary of KMI establishing the terms of the 1.500% Senior Notes due 2022 and 2.250% Senior Notes due 2027 (filed as Exhibit 4.2 to KMI’s Form 8-A, filed March 16, 2015 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000110465915020123/a15-2741_8ex4d2.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000110465915020123/a15-2741_8ex4d2.htm)] | | |

| 4.30 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 3.150% Senior Notes due January 15, 2023 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex41.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex41.htm)] | | |

| 4.31 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the Floating Rate Senior Notes due January 15, 2023 (filed as Exhibit 4.2 to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex42.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex42.htm)] | | |

| 4.32 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 4.300% Senior Notes due 2028 and the 5.200% Senior Notes due 2048 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. [removed: 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630718000019/kmi-03312018ex41.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630718000019/kmi-03312018ex41.htm)] | | |

| 4.33 | | | * | | | [Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of [removed: Kinder Morgan, Inc.] [added: KMI] establishing the terms of the 2.00% Notes due February 15, 2031 and the 3.25% Notes due August 1, 2050 (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No. [removed: 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000097/kmi-09302020xex41.htm)] | | |

| [removed: 4.34] [added: 4.36] | | | | | | Certain instruments with respect to long-term debt of KMI and its consolidated subsidiaries which relate to debt that does not exceed 10% of the total assets of KMI and its consolidated subsidiaries are omitted pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, 17 C.F.R. sec. #229.601. KMI hereby agrees to furnish supplementally to the Securities and Exchange Commission a copy of each such instrument upon request. | | |

| [removed: 4.35] [added: 4.37] | | | * | | | [Description of Capital Stock of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)] | | |

| [removed: 4.36] [added: 4.38] | | | * | | | [Description of Debt Securities of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)] | | |

| 4.34 | | | * | | | [Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of KMI establishing the terms of the 3.60% Notes due February 15, 2051](https://www.sec.gov/Archives/edgar/data/1506307/000150630721000032/kmi-03312021xex41.htm) [(filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630721000032/kmi-03312021xex41.htm) | | |

| 4.35 | | | | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of KMI establishing the terms of the 1.750% Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) | | |

| 10.10 | | | * | | | [Revolving Credit Agreement, dated August 20, 2021 among K](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm)[MI](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm)[, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to KMI’s Current Report on Form 8-K filed August 25, 2021 (File No. 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm). | | |

| 10.11 | | | * | | | [First Amendment to Revolving Credit Agreement, dated August 20, 2021 among](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.htm) [KMI](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.htm)[, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.2 to KMI's Current Report on Form 8-K filed August 25, 2021 (File 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.htm). | | |

| [Note 1.](#i6fd98ba1e5724a5f89bdcda41590cfee_244) | | | [General](#i6fd98ba1e5724a5f89bdcda41590cfee_244) | | | | | | [79](#i6fd98ba1e5724a5f89bdcda41590cfee_244) | | |

| [Note 3.](#i6fd98ba1e5724a5f89bdcda41590cfee_253) | | | [Acquisitions and Divestitures](#i6fd98ba1e5724a5f89bdcda41590cfee_253) | | | | | | [88](#i6fd98ba1e5724a5f89bdcda41590cfee_253) | | |

| [Note 7.](#i6fd98ba1e5724a5f89bdcda41590cfee_262) | | | [Investments](#i6fd98ba1e5724a5f89bdcda41590cfee_262) | | | | | | [97](#i6fd98ba1e5724a5f89bdcda41590cfee_262) | | |

| [Note 8.](#i6fd98ba1e5724a5f89bdcda41590cfee_265) | | | [Goodwill](#i6fd98ba1e5724a5f89bdcda41590cfee_265) | | | | | | [98](#i6fd98ba1e5724a5f89bdcda41590cfee_265) | | |

| [Note 9.](#i6fd98ba1e5724a5f89bdcda41590cfee_268) | | | [Debt](#i6fd98ba1e5724a5f89bdcda41590cfee_268) | | | | | | [99](#i6fd98ba1e5724a5f89bdcda41590cfee_268) | | |

| [Note 17.](#i6fd98ba1e5724a5f89bdcda41590cfee_304) | | | [Leases](#i6fd98ba1e5724a5f89bdcda41590cfee_304) | | | | | | [125](#i6fd98ba1e5724a5f89bdcda41590cfee_304) | | |

*Impairment of the South Texas Gathering and Processing Long-lived Assets*

As described in Notes 2 and 4 to the consolidated financial statements, during the second quarter of 2021, the Company recognized a non-cash, long-lived asset impairment of $1,600 million related to the Company’s South Texas gathering and processing long-lived assets.

Management evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

To determine if a long-lived asset is recoverable, management compares the asset’s estimated undiscounted future cash flows to its carrying value.

To compute the estimated undiscounted future cash flows, management used the forecast of expected revenues, adjusted for upcoming contract expirations.

If the carrying value of a long-lived asset is in excess of estimated undiscounted future cash flows, management typically uses discounted cash flow analyses to calculate the fair value of the long-lived asset to determine the impairment required.

The significant assumptions made in calculating the fair value include estimates of future cash flows and discount rates.

These procedures included testing the effectiveness of controls relating to management’s impairment assessment of the South Texas gathering and processing long-lived assets, including controls over the determination of the fair value of the long-lived assets.

Evaluating management’s significant assumptions related to future cash flows involved evaluating whether the assumptions used were reasonable considering the current and past performance of the South Texas gathering and processing long-lived assets.

Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate significant assumption.

*Acquisitions of Stagecoach Gas Services LLC and its Subsidiaries - Fair Value of Assets Acquired*

As described in Note 3 to the consolidated financial statements, the Company completed the acquisitions of Stagecoach Gas Services LLC and its subsidiaries (Stagecoach) in 2021 for approximately $1,258 million.

These acquisitions resulted in the recognition of $1,187 million of property, plant and equipment.

For acquired businesses, the Company recognizes the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill.

Management determined the fair value utilizing valuation methodologies including discounted cash flows and the cost approach.

Determining the fair value of these items requires management judgment and the utilization of an independent valuation specialist and involves the use of significant estimates and assumptions.

The significant assumptions made in performing these valuations include the discount rate, future revenues and replacement costs.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow analyses and the cost approach and evaluating the reasonableness of the fair value of the assets acquired, including the evaluation of the reasonableness of the replacement costs and the discount rate significant assumptions.

| Net unrealized (loss) gain from derivative instruments (net of taxes of $131, $(75), and $52, respectively) | | | (432) | | | | | | 249 | | | | | | (177) | | |

| Reclassification into earnings of net derivative instruments loss (gain) to net income (net of taxes of $(83), $78, and $(2), respectively) | | | 273 | | | | | | (255) | | | | | | 6 | | |

| Net income | | | $ | 1,850 | | | | | $ | 180 | | | | | $ | 2,239 | |

| Depreciation, depletion and amortization | | | 2,135 | | | | | | 2,164 | | | | | | 2,411 | | |

| Gain on sale of interest in equity investment (Note 3) | | | (206) | | | | | | — | | | | | | — | | |

| Rate reparations, refunds and other litigation reserve adjustments | | | (57) | | | | | | 40 | | | | | | (4) | | |

| KINDER MORGAN, INC. AND SUBSIDIARIES (continued) | | | | | | | | | | | | | | | | | |

| Cash, Cash Equivalents, and Restricted Deposits, end of period | | | 1,147 | | | | | | 1,209 | | | | | | 209 | | |

| Increase in property, plant and equipment from both accruals and contractor retainage | | | $ | 74 | | | | | | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,784 | | | | | | | | | | | | 1,784 | | | | | | 66 | | | | | | 1,850 | | |

| Dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,443) | | | | | | | | | | | | (2,443) | | | | | | | | | | | | (2,443) | | |

| Reclassification of redeemable noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 646 | | | | | | 646 | | |

Exhibit

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.4 | | | * | | | [Amendment No. 3 to KMI 2015 Amended and Restated Stock Incentive Plan (filed as Exhibit 10.1 to KMI’s Current Report on Form 8-K filed on January 22, 2019 (File No. 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630719000016/exhibit101amendmentno3to20.htm) | | |

| 10.10 | | | * | | | [2011 Form of Non-Employee Director Stock Compensation Agreement (filed as Exhibit 10.3 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex10_3.htm) | | |

| 10.11 | | | * | | | [KMI Employees Stock Purchase Plan (filed as Exhibit 10.5 to KMI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-35081))](http://www.sec.gov/Archives/edgar/data/1506307/000150630711000057/kmiex10_5.htm) | | |

| 10.12 | | | * | | | [Amended and Restated Annual Incentive Plan of KMI (filed as Exhibit 10.1 to KMI’s Current Report on Form 8-K filed January 26, 2021 (File No. 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630721000019/kmi2021annualincentiveplan.htm) | | |

| [Note 1.](#i923d508b1a644a97952b8cf477d617ef_250) | | | [General](#i923d508b1a644a97952b8cf477d617ef_250) | | | [82](#i923d508b1a644a97952b8cf477d617ef_250) | | |

| [Note 4.](#i923d508b1a644a97952b8cf477d617ef_265) | | | [Divestitures](#i923d508b1a644a97952b8cf477d617ef_259) | | | [95](#i923d508b1a644a97952b8cf477d617ef_259) | | |

| [Note 7.](#i923d508b1a644a97952b8cf477d617ef_280) | | | [Investments](#i923d508b1a644a97952b8cf477d617ef_280) | | | [99](#i923d508b1a644a97952b8cf477d617ef_280) | | |

| [Note 8.](#i923d508b1a644a97952b8cf477d617ef_286) | | | [Goodwill](#i923d508b1a644a97952b8cf477d617ef_286) | | | [100](#i923d508b1a644a97952b8cf477d617ef_286) | | |

| [Note 9.](#i923d508b1a644a97952b8cf477d617ef_289) | | | [Debt](#i923d508b1a644a97952b8cf477d617ef_289) | | | [101](#i923d508b1a644a97952b8cf477d617ef_289) | | |

| [Note 17.](#i923d508b1a644a97952b8cf477d617ef_334) | | | [Leases](#i923d508b1a644a97952b8cf477d617ef_334) | | | [129](#i923d508b1a644a97952b8cf477d617ef_334) | | |

| [Supplemental Quarterly Financial Data (Unaudited)](#i923d508b1a644a97952b8cf477d617ef_364) | | | | | | [136](#i923d508b1a644a97952b8cf477d617ef_364) | | |

*Impairment of Certain Oil and Gas Producing Properties*

As described in Notes 2 and 3 to the consolidated financial statements, the Company recognized $350 million of impairments on the income statement within “Loss (gain) on impairments and divestitures, net” for the year ended December 31, 2020 related to certain oil and gas producing properties included on the balance sheet under “Property, plant and equipment, net.” Management accounts for their oil and gas producing properties under the successful efforts method of accounting and evaluates such properties for impairment of value on a field-by-field basis or, in certain instances, by logical grouping of assets if there is significant shared infrastructure.

Oil and gas producing properties deemed to be impaired are written down to their fair value, as determined by discounted future cash flows based on future oil and gas production volumes.

To compute estimated future cash flows for oil and gas producing properties, management used reserve engineers (“specialists”) to estimate future oil and gas production volumes.

These estimates of future oil and gas production volumes are based upon historical performance along with adjustments for expected crude oil and natural gas field development.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s impairment assessment of oil and gas producing properties, including management’s estimates of future oil and gas production volumes.

The work of management’s specialist was used in performing the procedures to evaluate the reasonableness of the future oil and gas production volumes.

As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed.

The procedures performed also included evaluation of methods and assumptions used by the specialist, tests of the data used by the specialists, and an evaluation of the specialists’ findings.

*Goodwill Impairment of the CO2* *Reporting Unit*

As described in Notes 2, 3 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $19,851 million as of December 31, 2020, which included a $600 million impairment recorded on the CO2 reporting unit within “Loss (gain) on impairments and divestitures, net” for the year ended December 31, 2020.

Management evaluates goodwill for impairment on May 31 of each year, or more frequently to the extent events or conditions indicate a risk of possible impairment during the interim periods.

Management estimates the fair value of the CO2 reporting unit based on an income approach utilizing the present value of future cash flows from its oil and gas producing properties and source and transportation assets.

The future cash flows for the source and transportation assets are based on forecasted throughput volumes, CO2 pricing, operating expenses and capital expenditures.

The principal considerations for our determination that performing procedures relating to the goodwill impairment of the CO2 reporting unit is a critical audit matter are the significant judgment by management, including the use of specialists, when developing the fair value measurement of the reporting unit, which included the (i) estimates of the future oil and gas

production volumes of oil and gas producing properties; and (ii) the significant assumption related to the forecasted throughput volumes for the source and transportation assets; which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the audit evidence related to (i) the data, methods, and significant assumption used by management and its specialists in developing the estimates of future oil and gas production volumes of the oil and gas producing properties; and (ii) the significant assumption related to forecasted throughput volumes for the source and transportation assets.

The work of management’s specialist was used in performing the procedures to evaluate the reasonableness of the future oil and gas production volumes related to the oil and gas producing properties.

The procedures performed also included evaluation of the methods and assumptions used, tests of the data used by specialists, and an evaluation of the specialists’ findings.

These procedures also included, among others, (i) testing management’s process for developing the overall fair value estimate of the reporting unit, which includes the estimates of future oil and gas production volumes and the significant assumption related to the forecasted throughput volumes; (ii) testing the completeness and accuracy of the underlying data used in the model; and (iii) evaluating the reasonableness of the estimate of the future oil and gas production volumes and the significant assumption related to the forecasted throughput volumes.

*Goodwill Impairment of the Natural Gas Pipelines Non-Regulated Reporting Unit*

As described in Notes 2, 3 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $19,851 million as of December 31, 2020, which included a $1,000 million impairment recorded on the Natural Gas Pipelines Non-Regulated reporting unit within “Loss (gain) on impairments and divestitures, net” for the year ended December 31, 2020.

Management estimated the fair value of the Natural Gas Pipelines Non-Regulated reporting unit utilizing a weighted average of a market approach (25%) and income approach (75%).

The market approach was based on enterprise value to estimated 2020 earnings before interest, taxes, depreciation and amortization (EBITDA) multiples for a selected number of peer group midstream companies with comparable operations and economic characteristics.

The income approach was based on an analysis of estimated discounted cash flows and an application of an exit multiple based on management’s expectations of a discount rate and exit multiple that would be applied by a theoretical market participant and for market transactions of comparable assets.

The discounted cash flows included various assumptions on forecasted commodity throughput volumes and contract prices for each underlying asset within the reporting unit.

| Date: | | | February [removed: 5, 2021] [added: 7, 2022] | | | | | |

| /s/ DAVID P. MICHELS | | | | | | Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ STEVEN J. KEAN | | | | | | Chief Executive Officer (principal executive officer); Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ RICHARD D. KINDER | | | | | | Executive Chairman | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ KIMBERLY A. DANG | | | | | | President; Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ TED A. GARDNER | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ ANTHONY W. HALL, JR. | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ GARY L. HULTQUIST | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ RONALD L. KUEHN, JR. | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ DEBORAH A. MACDONALD | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ MICHAEL C. MORGAN | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ ARTHUR C. REICHSTETTER | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ C. PARK SHAPER | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ WILLIAM A. SMITH | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ JOEL V. STAFF | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ ROBERT F. VAGT | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |

| /s/ PERRY M. WAUGHTAL | | | | | | Director | | | | | | February [removed: 5, 2021] [added: 7, 2022] | | |