Kinder Morgan (KMI) 10-K risk factor changes: FY2022 vs FY2021

*Our businesses are dependent on the supply of and demand for the products [removed: that] we handle.*

[removed: For example, without] [added: Without] additions to crude oil and gas reserves, production will decline over time as reserves are depleted, and production costs may rise.

Producers in areas served by us may not be successful in exploring for and developing additional [removed: reserves, and our pipelines and related facilities may not be able to maintain existing volumes] [added: reserves or their costs] of [removed: throughput.][added: doing so may become uneconomic.]

[removed: In addition to economic disruptions resulting from events] [added: Economic disruptions,] such as [removed: COVID-19,] [added: those which occurred during the COVID-19 pandemic, or] conditions in the business environment generally, such as declining or sustained low commodity prices, supply disruptions, or higher development or production costs, could result in a slowing of supply to our pipelines, terminals and other assets.

In addition, public concern about the potential risks posed by climate change has resulted in increased demand for energy efficiency and a transition to energy provided from renewable energy [removed: sources,] [added: sources] rather than fossil fuels, fuel-efficient alternatives such as hybrid and electric vehicles, and pursuit of other technologies to reduce GHG emissions, such as carbon capture and sequestration.

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

Each of the foregoing could negatively impact our business [removed: directly] [added: directly,] as well as our shippers and other customers, which in turn could negatively impact our prospects for new contracts for transportation, terminaling or other midstream services, or renewals of existing contracts or the ability of our customers and shippers to honor their contractual commitments.

See [removed: “—*Financial] [added: “*—Financial] distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the [removed: products* *or] [added: products or] services we provide or otherwise fulfill their obligations to [removed: us”*] [added: us.*”] below.

[removed: 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.

*The volatility of crude oil, NGL and natural gas prices could adversely affect our [removed: CO2* *business segment and businesses within our Natural Gas Pipelines and Products Pipelines business segments.*][added: business.*]

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 (OPEC+); (iv) governmental regulation; (v) [added: armed conflict or] political instability in crude oil [added: and natural gas] 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.

Please read [removed: *“—Our] [added: “—*Our] use of hedging arrangements does not eliminate our exposure to commodity price risks and could result in financial losses or volatility in our income.*” [added: In addition, wide fluctuations in commodity prices can impact the accuracy of assumptions used in our budgeting process.]

If [added: commodity] prices fall substantially or remain low for a sustained period and we are not sufficiently protected through hedging arrangements, we may be unable to realize a profit from these businesses and would operate at a loss.

Sharp declines in the prices of crude oil, NGL or natural [removed: gas (such as we experienced in the first half of 2020)] [added: gas,] or a prolonged unfavorable price environment, may result in a commensurate reduction in our revenues, income and cash flows from our businesses that produce, process, or purchase and sell crude oil, NGL, or natural gas, and could have a material adverse effect on the carrying value (which includes assigned goodwill) of our CO2 business segment’s proved reserves, certain assets in certain midstream businesses within our Natural Gas Pipelines business segment, and certain assets within our Products Pipelines business segment.

For example, following the commodity price declines we experienced [added: due to COVID-19] during the first half of 2020, we recorded a combined $1.950 billion of non-cash impairments associated with our Natural Gas Pipelines Non-Regulated and CO2 reporting units, primarily for impairments of goodwill and assets owned in these businesses.

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

For more information about our energy and commodity market risk, see Item [removed: 7A “*Quantitative and Qualitative Disclosures About Market Risk*.”][added: 7A.]

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 [removed: the] loading and unloading [removed: 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.

The occurrence of any of these risks could result in serious injury and loss of human life, significant damage to property and natural resources, environmental pollution, significant reputational damage, impairment or suspension of operations, fines or other regulatory penalties, [added: costs associated with responding to an investigation or enforcement action brought by a governmental agency,] and revocation of regulatory approvals or imposition of new requirements, any of which also could result in substantial financial losses, including lost revenue and cash flow to the extent that an incident causes an interruption of service.

[removed: In addition, the consequences of any operational incident (including as a result of adverse sea conditions) at one of our marine terminals may be] even more significant as a result of the complexities involved in addressing leaks and releases occurring in the ocean or along coastlines and/or the repair of marine terminals.

For example, [removed: as described above,] COVID-19 resulted in a global economic downturn in 2020.

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

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

See *“—The volatility of crude oil, NGL and natural gas prices could adversely affect our [removed: CO2* *business segment and businesses within our Natural Gas Pipelines and Products Pipelines business segments.”*][added: business.”*]

Further, the security [removed: that is permitted] [added: we are able] to [removed: be obtained] [added: obtain] from such customers may be limited, including by FERC regulation.

See Note 2 [removed: “*Summary] [added: “Summary] of Significant Accounting [removed: Policies—Allowance] [added: Policies*—Allowance] for Credit Losses*” in our consolidated financial statements.

If one [removed: of such] [added: or more] customers or counterparties files for bankruptcy protection, we likely would be unable to collect all, or even a significant portion of, amounts [removed: owed] [added: they owe] to us.

Our business, operations or financial condition generally may be negatively impacted as a result of negative public [removed: opinion.][added: opinion towards our industry sector, the products we handle, or us specifically.]

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 increased regulatory oversight, [added: difficulty obtaining rights-of-way and] delays in obtaining, or challenges to, regulatory approvals with respect to growth projects, blockades, project cancellations, difficulty securing financing, revenue loss, reduction in customer base, and decreased value of our securities and our business.

*The future success of our oil and gas development and production operations depends in part upon our ability to develop additional oil and gas reserves that are economically [removed: recoverable.*][added: recoverable, which involves risks that may result in a total loss of investment.*]

[removed: The business of developing] [added: Developing] and operating oil and gas properties involves a high degree of business and financial risk that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

See “*—Our businesses are dependent on the supply of and demand for the products [removed: that] we [removed: handle.”*][added: handle.*”]

As our existing hedges expire, we will seek to replace [removed: them with new hedging arrangements.][added: them.]

[removed: The accounting standards regarding hedge accounting are very complex, and even when] [added: When] we engage in hedging transactions (for example, to mitigate our exposure to fluctuations in commodity prices or currency exchange rates or to balance our exposure to fixed and variable interest rates) that are effective economically, these transactions may not be considered effective for accounting purposes.

For more information about our [removed: hedging activities,] [added: debt,] see [removed: Item 7, “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Hedging Activities*” and] Note [removed: 14 “*Risk Management*”] [added: 9 “Debt”] to our consolidated financial statements.

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

The various uses of these [removed: IT] systems, networks and services include, but are not limited to, controlling our pipelines and terminals with industrial control systems, collecting and storing information and data, processing transactions, and handling other [removed: processing] [added: processes] necessary to manage our business.

[removed: While] [added: In accordance with government mandates,] we have implemented and maintain a cybersecurity [removed: program designed] [added: program—both internal and incorporating industry expertise—designed] to protect our IT, OT and data systems from attacks, [added: however,] we can provide no assurance that our cybersecurity program will be [added: completely] effective.

While we have taken additional steps to secure our networks and [removed: systems,] [added: systems to specifically respond to new and elevated risks associated with recent increases in remote work,] we may [added: nevertheless] be more vulnerable to a successful cyber-attack or information security incident when significant numbers of our employees are working remotely.

We have experienced [removed: an increase] [added: increases] in the number of attempts by external parties to access our networks or our company data without authorization.

Decreases in the supply of or demand for natural gas, crude oil and other products could adversely impact the utilization of our assets.

In addition, to the

“*Quantitative and Qualitative Disclosures About Market Risk*.”

In addition, the consequences of any operational incident (including as a result of adverse sea conditions) at one of our marine terminals may be

Moreover, governmental agencies have responded to environmental justice concerns by imposing greater scrutiny in permitting approvals and enforcement actions that could exacerbate such negative impacts.

“*Quantitative and Qualitative Disclosures About Market Risk*” and Note 14 “Risk Management” to our consolidated financial statements.

If any of our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them.

In the event of such an incident, we may need to retain cybersecurity experts to assist us in stopping, diagnosing, and recovering from the attack.

The timing, severity and location of these climate change impacts are not known with certainty, and these impacts are expected to manifest themselves over varying time horizons.

See “*—Risks Related to Regulation—Climate-related risks and related regulation could result in significantly increased operating and capital costs for us and could reduce demand for our products and services.*”

Insurance companies may reduce the insurance capacity

Federal regulators may also expand existing regulatory requirements, such as PHMSA’s recent expansion of gas gathering pipeline regulation and PHMSA’s consideration of regulating the transportation of gaseous CO2.

In addition, we may experience increasing costs for construction materials.

A variety of geological, operational and market-related factors may substantially delay or prevent completion of any well or otherwise prevent a property or well from being profitable.

We depend on our executive officers to develop and execute our business strategy.

In response to increasing inflation, the U.S. Federal Reserve raised interest rates in March 2022 for the first time in over three years, raised rates several more times since and has signaled it expects to make additional rate increases.

For more information about our interest rate risk, see Item 7A.

additional debt; (ii) entering into mergers, consolidations and sales of assets; (iii) granting liens; and (iv) entering into sale-leaseback transactions.

We are unable to predict the extent to which these proceedings will result in lower transportation rates on our pipelines, and in the case of a protest, refunds for alleged overcharges.

Overall, we have seen an increase in the efforts of regulatory authorities to issue new regulations and guidance and to interpret existing laws and regulations in ways that promote the use of renewable energy sources and further protection of the environment, call upon companies to increase monitoring and emissions reduction efforts, and increase investigations and enforcement actions for potential violations of environmental laws.

In November 2022, the EPA announced a supplemental proposal expanding on the November 2021 proposed rule aimed at achieving more comprehensive emissions reductions from oil and natural gas sources.

In April 2022, the EPA proposed a rule calling for significant reductions in nitrogen oxide emissions in 26 states, including on new and existing natural gas fired reciprocating engines used at compressor stations.

Regulation affects almost every part of our business.

“*Business and Properties—Narrative Description of Business—Industry Regulation.*”

It is possible that costs associated with complying with the aforementioned laws will increase as a result of the emphasis regulatory authorities are placing on protection of the environment and environmental justice considerations.

Furthermore, it is possible that some wastes that are currently classified as non-hazardous, which could include wastes currently generated during our pipeline or liquids or bulk terminal operations or wastes from oil and gas facilities that are currently exempt as being exploration and production waste, may in the future be designated as hazardous wastes.

Hazardous wastes are subject to more rigorous and costly handling and disposal requirements than non-hazardous wastes.

Such changes in the regulations may result in additional capital expenditures or operating expenses for us.

Environmental and health and safety laws and regulations are subject to change.

The long-term trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to affect the environment, wildlife, natural resources and human health, including without limitation, the exploration, development, storage and transportation of oil and gas.

Several state and federal agencies have also increased their daily and maximum penalty amounts in recent years.

New or revised regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, as well as increased penalty amounts for inadvertent non-compliance,

For more information, see Items 1 and 2.

There are, for example, regulations issued by PHMSA for pipeline operators in the areas of design, operations, integrity testing, repairs, qualification and training, emergency response, control room management, and public awareness.

Such expenditures will vary depending on the number of repairs determined to be necessary as a result of integrity assessments and other testing.

We expect to increase expenditures in the future to comply with PHMSA regulations.

Pipeline safety regulations or changes to such regulations may require additional leak detection, reporting, the replacement of some of our pipeline segments, addition of monitoring equipment and more frequent monitoring, inspection or testing of our pipeline facilities.

Repair, remediation, and preventative or mitigating actions may require significant capital and operating expenditures.

Pipeline safety regulation has increased over time, including recent final gas and hazardous liquid regulations that we must timely implement, and existing obligations may increase with new proposed rules that are currently under consideration.

Congress is set to reauthorize the Pipeline Safety Act in 2023, which could further expand PHMSA’s current rulemaking agenda and/or statutory authority in certain areas.

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

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

The resulting downturn in economic activity 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.

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.

As the pandemic and responses to it continue, we may experience further disruptions to commodities markets, supply chains and the health, availability and efficiency of our workforce, which could adversely affect our ability to conduct our business and operations and limit our ability to execute on our business plan.

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 or additional variants, the duration and extent of any travel restrictions and business closures imposed in affected countries 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.

COVID-19 may materially adversely affect our business, results of operations, financial condition and cash flows.

Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to residual impacts from measures taken to combat the virus.

Further, adverse impacts from the pandemic may have the effect of heightening many of the other risks we face.

Producers may reduce or shut down production during times of lower product prices or higher production costs to the extent they become uneconomic.

Additionally, demand for such products can decline due to situations over which we have no control, such as the COVID-19 pandemic and various measures that federal, state and local authorities have implemented in response to the virus or its economic consequences.

These factors could result in not only increased costs for producers of hydrocarbons but also an overall decrease in the demand for hydrocarbons.

In addition, irrespective of supply of or demand for products we handle, implementation of new regulations or changes to existing regulations affecting the energy industry could have a material adverse effect on us.

We are also subject, indirectly, to volatility of commodity prices, through many of our customers’ direct exposure to such volatility.

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

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.

In recent decades, there have been periods worldwide of both overproduction and underproduction of hydrocarbons, and periods of both increased and relaxed energy conservation efforts.

Such conditions have resulted in periods of excess supply of, and reduced demand for, crude oil on a worldwide basis and for natural gas on a domestic basis.

These periods have been followed by periods of short supply of, and increased demand for, crude oil and natural gas.

The cycles of excess or short supply of crude oil or natural gas have placed pressures on prices and resulted in dramatic price fluctuations even during relatively short periods of seasonal market demand.

These fluctuations impact the accuracy of assumptions used in our budgeting process.

For 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.

*The development of crude oil and gas properties involves risks that may result in a total loss of investment.*

A variety of geological, operational and market-related factors, including, but not limited to, unusual or unexpected geological formations, pressures, equipment failures or accidents, fires, explosions, blowouts, cratering, pollution and other environmental risks, shortages or delays in the availability of drilling rigs and the delivery of equipment, loss of circulation of drilling fluids or other conditions, may substantially delay or prevent completion of any well or otherwise prevent a property or well from being profitable.

A productive well may become uneconomic in the event water or other deleterious substances are encountered, which impair or prevent the production of oil and/or gas from the well.

In addition, production from any well may be unmarketable if it is contaminated with water or other deleterious substances.

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.

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

These climate-related changes could result in damage to physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone and rain-susceptible regions.

acceptable terms, if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal.

See “—*We are subject to reputational risks and risks relating to public opinion.*” For example, changing public attitudes toward pipelines bearing fossil fuels may impede our ability to secure rights-of-way or governmental reviews and authorizations on a timely basis or at all.

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

We evaluate and pursue assets and businesses that we believe will complement or expand our operations in accordance with our growth strategy.

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.

We may not be able to maintain the levels of operating efficiency that acquired companies have achieved or might achieve separately.

Successful integration of each acquisition will depend upon our ability to manage those operations and to eliminate redundant and excess costs.

*If we are unable to retain our executive officers, our ability to execute our business strategy, including our growth strategy, may be hindered.*

Kinder, our Executive Chairman and one of our founders, Steve Kean, our Chief Executive Officer, and Kim Dang, our President.

Along with the other members of our senior management, Messrs.

Kinder and Kean and Ms. Dang have been responsible for developing and executing our growth strategy.

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 [removed: 2 “*Business and Properties—Narrative Description of Business—Business Strategy;*” (ii) a description of developments during 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.][added: 2.]

[removed: A comparative discussion of our 2020 to 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: 2020] [added: 2021] filed with the SEC on February [removed: 5, 2021.][added: 7, 2022.]

[removed: *Natural] [added: | Natural] Gas [removed: Pipelines*][added: Pipelines | | | $ | 4,942 | | | | | $ | 5,463 | |]

[removed: *Products Pipelines*][added: | Products Pipelines | | | 1,107 | | | | | | 1,064 | | | | | | 43 | | | | | | 4 | | % |]

[removed: Had] [added: (c)Had] we not used energy derivative contracts to transfer commodity price risk, our crude oil sales prices would have averaged [removed: $68.47] [added: $96.36] per barrel [removed: in 2021] and [removed: $38.32] [added: $68.47] per barrel in [removed: 2020.][added: 2022 and 2021, respectively.]

[removed: 2022] [added: 2023] Dividends and Discretionary Capital

We expect to declare dividends of [removed: $1.11] [added: $1.13] per share for [removed: 2022,] [added: 2023,] a [removed: 3%] [added: 2%] increase from the [removed: 2021] [added: 2022] declared dividends of [removed: $1.08] [added: $1.11] per share.

We also expect to invest [removed: $1.3] [added: $2.1] billion in expansion projects and contributions to joint ventures, or discretionary capital expenditures during [removed: 2022.][added: 2023.]

The expectations for [removed: 2022] [added: 2023] discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance.

[removed: Please read our Item 1A] “*Risk Factors*” [removed: below] and “*Information Regarding Forward-Looking Statements*” at the beginning of this report for more information.

Examples of certain areas that require more judgment relative to others when preparing our consolidated financial statements and related disclosures include our use of estimates in [removed: determining:] [added: 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) [removed: assigning] [added: assignment of] the purchase price [removed: of] [added: for] a business acquisition, (b) calculations of possible asset and equity investment impairment charges, (c) calculation for the annual goodwill impairment test (or interim tests if 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; [removed: (vii) computation of the gain or loss, if any, on assets sold in whole or in part;] and [removed: (viii)] [added: (vii)] exposures under contractual indemnifications.

For a summary of our significant accounting policies, see Note 2 [removed: *“Summary] [added: “Summary] of Significant Accounting [removed: Policies”*] [added: 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.

[removed: For more information on our acquisitions and application of the acquisition method, see] [added: See] Note [removed: 3 *“Acquisitions] [added: 3, “Acquisitions] and [removed: Divestitures”*] [added: Divestitures”] to our consolidated financial [removed: statements.][added: statements for further information on these transactions.]

Fair value calculated for the purpose of testing our long-lived assets, including intangible assets, goodwill and equity method [removed: investments] [added: 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.

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

For more information on our [removed: hedging activities,] [added: interest rate swaps,] see Note 14 [removed: *“Risk Management”*] [added: “Risk Management*—Interest Rate Risk Management*”] to our consolidated financial statements.

In recording and adjusting environmental liabilities, we consider the effect of environmental compliance, pending legal actions against us, and potential [removed: third party] [added: third-party] liability claims.

[removed: For more information on environmental matters, see Part I, Items 1 and 2] “*Business and Properties—Narrative Description of Business—Environmental Matters.*” For more information on our environmental disclosures, see Note 18 [removed: *“Litigation] [added: “Litigation] and [removed: Environmental”*] [added: Environmental”] to our consolidated financial statements.

[added: “*Business and Properties—Narrative Description of Business—Industry Regulation.*”] For more information on legal proceedings, see Note 18 [removed: *“Litigation] [added: “Litigation] and [removed: Environmental”*] [added: Environmental”] to our consolidated financial statements.

The selection of [removed: these] assumptions [added: used in the actuarial calculations of our pension and OPEB plans] is further discussed in Note 10 [removed: *“Share-based] [added: *“*Share-based] Compensation and Employee [removed: Benefits*”] [added: Benefits”] to our consolidated financial statements.

The following sensitivity analysis shows the estimated impact of a 1% change in the primary assumptions used in our actuarial calculations associated with our pension and OPEB plans for the year ended December 31, [removed: 2021:][added: 2022:]

| Discount rates | | | | | | $ | [removed: (11)] [added: (13)] | | | | | $ | [removed: 223] [added: 145] | | | | | $ | [removed: 1] [added: —] | | | | | $ | [removed: 18] [added: 13] | |

| Expected return on plan assets | | | | | | [removed: (21)] [added: (22)] | | | | | | — | | | | | | (4) | | | | | | — | | |

| Rate of compensation increase | | | | | | 3 | | | | | | [removed: (13)] [added: (9)] | | | | | | — | | | | | | — | | |

| Discount rates | | | | | | [removed: 13] [added: 15] | | | | | | [removed: (266)] [added: (169)] | | | | | | — | | | | | | [removed: (20)] [added: (15)] | | |

| Expected return on plan assets | | | | | | [removed: 21] [added: 22] | | | | | | — | | | | | | 4 | | | | | | — | | |

| Rate of compensation increase | | | | | | (3) | | | | | | [removed: 12] [added: 8] | | | | | | — | | | | | | — | | |

As described in further detail below, our management evaluates our performance primarily using the GAAP financial measures of Segment EBDA (as presented in Note 16, [removed: “*Reportable Segments*”)] [added: “Reportable Segments”)] and Net income attributable to Kinder Morgan, Inc., along with the non-GAAP financial measures of Adjusted Earnings and DCF, both in the aggregate and per share for each, Adjusted Segment EBDA, Adjusted EBITDA and Net Debt.

The Consolidated Earnings Results for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] present Segment EBDA and Net income attributable to Kinder Morgan, [removed: Inc.] [added: Inc.,] which are prepared and presented in accordance with GAAP.

[added: |] Certain [removed: Items][added: Items(a) | | | — | | | | | | 53 | | |]

Certain Items, as adjustments used to calculate our non-GAAP financial measures, are items that are required by GAAP to be reflected in Net income attributable to Kinder Morgan, Inc., but typically either (i) do not have a cash impact (for example, [added: unsettled commodity hedges and] asset impairments), or (ii) by their nature are separately identifiable from our normal business operations and in our view are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation and casualty losses).

See *“—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. (GAAP) to Adjusted Earnings to DCF”* and [removed: *“—Adjusted] [added: *“—Non-GAAP Financial Measures—Adjusted] Segment EBDA to Adjusted EBITDA to DCF”* below.

Adjusted EBITDA is used by management and external users, in conjunction with our Net Debt (as described further below), to evaluate [removed: certain leverage metrics.][added: our leverage.]

We believe the GAAP measure most directly comparable to Adjusted EBITDA is Net income attributable to Kinder Morgan, Inc. [removed: In prior periods Net income was considered the comparable GAAP measure and has been updated] [added: See *“—Adjusted Segment EBDA] to [added: Adjusted EBITDA to DCF”* and *“—Non-GAAP Financial Measures—Reconciliation of] Net [removed: income attributable] [added: Income Attributable] to Kinder Morgan, Inc. [removed: for consistency with our other non-GAAP performance measures.][added: (GAAP) to Adjusted EBITDA”* below*.*]

[removed: See *“—Adjusted Segment EBDA to Adjusted EBITDA to DCF”* and *“—Non-GAAP] [added: (a)Not included in calculating DCF (see “*—Results of Operations—Non-GAAP] Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. (GAAP) to Adjusted [removed: EBITDA”* below*.*][added: Earnings to DCF*”).]

Net Debt is calculated, based on amounts as of December 31, [removed: 2021,] [added: 2022,] by subtracting the following amounts from our [added: total] debt balance of [removed: $33,320] [added: $31,788] million: (i) cash and cash equivalents of [removed: $1,140] [added: $745] million; [added: and] (ii) debt fair value adjustments of [removed: $902] [added: $115] million; and [removed: (iii)] [added: excluding] the foreign exchange impact on Euro-denominated bonds of [removed: $64] [added: $(8)] million for which we have entered into currency [removed: swaps.][added: swaps to convert that debt to U.S. dollars.]

We believe the most comparable measure to Net Debt is [removed: debt net of cash and cash equivalents.][added: total debt.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Earnings increase/(decrease) | | | | | | | | |

| Natural Gas Pipelines | | | $ | [removed: 3,815] [added: 4,801] | | | | | $ | [removed: 3,483] [added: 3,815] | | | | | $ | [removed: 332] [added: 986] | | | | | [removed: 10] [added: 26] | | % |

| Products Pipelines | | | [added: 1,107 | | | | | | — | | | | | | 1,107 | | | | | |] 1,064 | | | | | | [removed: 977] [added: 53] | | | | | | [removed: 87] [added: 1,117] | | | | | | [removed: 9] [added: (10)] | | [removed: %] |

“*Business and Properties—Narrative Description of Business—Business Strategy;*” (ii) a description of developments during 2022, found in Items 1 and 2.

“*Business and Properties—General Development of Business—Recent Developments;*” (iii) a description of terms for services and commodities we provide, found in Items 1 and 2.

*“Business and Properties—Narrative Description of Business—Business Segments;”* (iv) a description of risk factors affecting us and our business, found in Item 1A.

“*Risk Factors;*” and (v) a discussion of forward-looking statements, found in “*Information Regarding Forward-Looking Statements*” at the beginning of this report.

A comparative discussion of our 2021 to 2020 operating results can be found in Item 7.

Significant Acquisitions and Dispositions

Following are significant acquisitions and dispositions during the reporting periods.

| | | | | | | | | |

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

| Event | | | Description | | | Business Segment | | |

| Sale of interest in ELC *(September 2022)* | | | We sold a 25.5% interest in our joint venture ELC. We now own a 25.5% interest in ELC and continue to operate, have a controlling financial interest in and consolidate ELC. | | | Natural Gas Pipelines business segment *(East Region)* | | |

| North American Natural Resources acquisition *(August 2022)* | | | We acquired seven landfill assets with the purchase of North American Natural Resources, Inc. and, its sister companies, North American Biofuels, LLC and North American-Central, LLC (NANR) consisting of GTE facilities in Michigan and Kentucky. | | | CO2 business segment *(Energy Transition Ventures group)* | | |

| Mas Ranger acquisition *(July 2022)* | | | We acquired three landfill assets with the purchase of Mas Ranger, LLC and its subsidiaries from Mas CanAm, LLC, comprising an RNG facility in Arlington, Texas and medium Btu facilities in Shreveport, Louisiana and Victoria, Texas. | | | CO2 business segment *(Energy Transition Ventures group)* | | |

Please read our Item 1A.

For discussion on our hedging activities and related

sensitivities to our estimates, see Note 14 *“*Risk Management*”* to our consolidated financial statements and Item 7A.

*“Quantitative and Qualitative Disclosures About Market Risk,”* respectively.

For more information on environmental matters, see Part I, Items 1 and 2.

For more information on regulatory matters, see Part I, Items 1 and 2.

| CO2 | | | 819 | | | | | | 760 | | | | | | 59 | | | | | | 8 | | % |

| DD&A | | | (2,186) | | | | | | (2,135) | | | | | | (51) | | | | | | (2) | | % |

| Net income | | | 2,625 | | | | | | 1,850 | | | | | | 775 | | | | | | 42 | | % |

| CO2 | | | 819 | | | | | | (11) | | | | | | 808 | | | | | | 760 | | | | | | (6) | | | | | | 754 | | | | | | 54 | | |

Net income attributable to Kinder Morgan, Inc. adjusted for Certain Items (Adjusted Earnings) decreased by $368 million from the prior year.

The decrease was primarily due to lower Adjusted Segment EBDA contributions of $668 million from our Natural Gas Pipelines business segment’s Midstream region (see “*—Segment Earnings Results—Natural Gas Pipelines*” further below) which was impacted by the February 2021 winter storm (and therefore largely nonrecurring) partially offset by lower income tax expense related to the reduction in earnings.

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| Segment EBDA | | | $ | 986 | | | | | | | |

(a)For more detail of these Certain Items, see the discussion of changes in Segment EBDA below.

Below are the changes in Segment EBDA between 2022 and 2021:

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

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

| | | | 2022 | | | | | | 2021 | | | | | | increase/(decrease) | | |

| Midstream | | | $ | 1,441 | | | | | $ | 442 | | | | | $ | 999 | |

| East | | | 2,502 | | | | | | 2,510 | | | | | | (8) | | |

| West | | | 858 | | | | | | 863 | | | | | | (5) | | |

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

Business Segments

As an energy infrastructure owner and operator in multiple facets of the various U.S. energy industries and markets, we examine a number of variables and factors on a routine basis to evaluate our current performance and our prospects for the future.

We have four business segments as further described below.

This segment owns and operates (i) major interstate and intrastate natural gas pipeline and storage systems; (ii) natural gas gathering systems and processing and treating facilities; (iii) NGL fractionation facilities and transportation systems; and (iv) LNG regasification, liquefaction and storage facilities.

With respect to our interstate natural gas pipelines, related storage facilities and LNG terminals, the revenues from these assets are primarily received under long-term fixed contracts.

To the extent practicable and economically feasible in light of our strategic plans and other factors, we generally attempt to mitigate risk of reduced volumes and prices by negotiating contracts with longer terms, with higher per-unit pricing and for a greater percentage of our available capacity.

These long-term contracts are typically structured with a fixed fee reserving the right to transport or store natural gas and specify that we receive the majority of our fee for making the capacity available, whether or not the customer actually chooses to utilize the capacity.

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

As contracts expire, we have additional exposure to the longer term trends in supply and demand for natural gas.

As of December 31, 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 12 years.

Our midstream assets provide natural gas gathering and processing services.

These assets are mostly fee-based and the revenues and earnings we realize from gathering natural gas, processing natural gas in order to remove NGL from the natural gas stream, and fractionating NGL into its base components, are affected by the volumes of natural gas made available to our systems.

Such volumes are impacted by producer rig count and drilling activity.

In addition to fee-based arrangements, some of which may include minimum volume commitments, we also provide some services based on percent-of-proceeds, percent-

of-index and keep-whole contracts.

Our service contracts may rely solely on a single type of arrangement, but more often they combine elements of two or more of the above, which helps us and our counterparties manage the extent to which each shares in the potential risks and benefits of changing commodity prices.

This segment owns and operates refined petroleum products, crude oil and condensate pipelines that primarily deliver, among other products, gasoline, diesel and jet fuel, crude oil and condensate to various markets.

This segment also owns and/or operates associated product terminals and petroleum pipeline transmix facilities.

The profitability of our refined petroleum products pipeline transportation business generally is driven by the volume of refined petroleum products that we transport and the prices we receive for our services.

We also have 49 liquids terminals in this business segment that store fuels and offer blending services for ethanol and biodiesel.

The transportation and storage volume levels are primarily driven by the demand for the refined petroleum products being shipped or stored.

Demand for refined petroleum products tends to track in large measure demographic and economic growth, and, with the exception of periods of time with very high product prices or recessionary conditions, demand tends to be relatively stable.

Because of that, we seek to own refined petroleum products pipelines and terminals located in, or that transport to, stable or growing markets and population centers.

The prices for shipping are generally based on regulated tariffs that are adjusted annually based on changes in the U.S. Producer Price Index and a FERC index rate.

Our crude, condensate and refined petroleum products transportation services are primarily provided pursuant to (i) either FERC or state tariffs and (ii) long-term contracts that normally contain minimum volume commitments.

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 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.

Our petroleum condensate processing facility splits condensate into its various components, such as light and heavy naphtha, under a long-term fee-based agreement with a major integrated oil company.

*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, renewable fuels, metals and petroleum coke; and (ii) Jones Act-qualified tankers.

The factors impacting our Terminals business segment generally differ between liquid and bulk terminals, and in the case of a bulk terminal, the type of product being handled or stored.

Our liquids terminals business generally has long-term contracts that require the customer to pay regardless of whether they use the capacity.

Thus, similar to our natural gas pipelines business, our liquids terminals business is less sensitive to short-term changes in supply and demand.

Therefore, the extent to which changes in these variables affect our terminals business in the near term is a function of the remaining length of the underlying service contracts (which on a weighted average 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 with our refined petroleum products pipelines transportation business, the revenues from our bulk terminals business are generally driven by the volumes we handle and/or store, as well as the prices we receive for our services, which in turn are driven by the demand for the products being shipped or stored.

While we handle and store a large variety of products in our bulk terminals, the primary products are petroleum coke, metals and ores.

In addition, the majority of our contracts for this business contain minimum volume guarantees and/or service exclusivity arrangements under which customers are required to utilize our terminals for all or a specified percentage of their handling and storage needs.

The profitability of our minimum volume contracts is generally unaffected by short-term variation in economic conditions; however, to the extent we expect volumes above the minimum and/or have contracts which are volume-based, we can be sensitive to changing market conditions.

To the extent practicable and economically feasible in light of our strategic plans and other factors, we generally attempt to mitigate the risk of reduced volumes and pricing by negotiating contracts with longer terms, with higher per-unit pricing and for a greater percentage of our available capacity.

In addition, weather-related events, including hurricanes, may impact our facilities and access to them and, thus, the profitability of certain terminals for limited periods of time or, in relatively rare cases of severe damage to facilities, for longer periods.

[removed: Our strategy involves the use of] [added: We enter into] certain energy commodity derivative contracts [added: in order] to reduce and minimize the risks [added: encountered in the ordinary course of business] associated with unfavorable changes in the market price of crude oil, natural gas and NGL.

We may categorize such use of energy commodity derivative contracts as cash flow hedges because the derivative contract is used to hedge the anticipated future cash flow of a transaction that is expected to occur but [removed: which] [added: whose] value is uncertain.

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 [added: physical transactions.]

| Commodity derivative | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Crude oil | | | | | | $ | [removed: 135] [added: 157] | | | | | $ | [removed: 81] [added: 135] | |

| Natural gas | | | | | | [removed: 36] [added: 49] | | | | | | [removed: 12] [added: 36] | | |

| NGL | | | | | | [removed: 8] [added: 5] | | | | | | [removed: 7] [added: 8] | | |

| Total | | | | | | $ | [removed: 179] [added: 211] | | | | | $ | [removed: 100] [added: 179] | |

Our sensitivity analysis represents an estimate of the reasonably possible gains and losses that would be recognized on the crude oil, natural gas and NGL portfolios of derivative contracts assuming hypothetical movements in future market rates and is [removed: not necessarily indicative of actual results that may occur.]

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | |

| Fixed rate debt(b) | | | $ | [removed: 33,006] [added: 31,474] | | | | | $ | [removed: 37,459] [added: 29,756] | | | | | $ | [removed: 34,376] [added: 33,006] | | | | | $ | [removed: 39,306] [added: 37,459] | |

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

| Notional principal amount of variable-to-fixed interest rate swap agreements(c) | | | [removed: (490)] [added: (1,500)] | | | | | | | | | | | | [removed: (2,750)] [added: (490)] | | | | | | | | |

| Notional principal amount of fixed-to-variable interest rate swap [removed: agreements(d)] [added: agreements] | | | [removed: 7,100] [added: 7,500] | | | | | | | | | | | | [removed: 7,625] [added: 7,100] | | | | | | | | |

| Debt balances subject to variable interest [removed: rates(e)] [added: rates(d)] | | | $ | [removed: 6,924] [added: 6,314] | | | | | | | | | | | $ | [removed: 5,188] [added: 6,924] | | | | | | | |

(b)A hypothetical 10% change in the average interest rates applicable to such debt as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] would result in changes of approximately [removed: $749] [added: $1,882] million and [removed: $1,541] [added: $1,614] million, respectively, in the estimated fair values of these instruments.

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

[removed: December] [added: (c)December] 31, [removed: 2020] [added: 2022] amount includes [removed: $2.5] [added: $1.25] billion of variable-to-fixed interest rate swap agreements that [removed: expired during 2021.][added: expire in December 2023.]

[removed: (e)A] [added: (d)A] hypothetical 10% change in the weighted average interest rate on all of our borrowings (approximately [removed: 47] [added: 48] and [removed: 49] [added: 47] basis points, respectively, in [removed: 2021] [added: 2022] and [removed: 2020)] [added: 2021)] when applied to our outstanding balance of variable rate debt as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] including adjustments for the notional swap amounts described in the table above, would result in changes of approximately [removed: $32 million (or $10] [added: $30] million [removed: with the inclusion of the variable-to-fixed interest rate swap agreements described in note (c) above)] and [removed: $25 million, respectively, in our 2021 and 2020 annual income before income taxes.][added: $32 million.]

As of December 31, [removed: 2021,] [added: 2022,] including debt converted to variable rates through the use of interest rate swaps but excluding our debt fair value adjustments, approximately [removed: 21%] [added: 20%] of our debt balances were subject to variable interest rates.

For more information on our interest rate risk management and on our interest rate swap agreements, see Note 14 [removed: *“Risk Management”*] [added: “Risk Management”] to our consolidated financial statements.

As of December 31, [removed: 2021,] [added: 2022,] we had a notional principal amount of [removed: $1,358] [added: $543] 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.

not necessarily indicative of actual results that may occur.

Variable-to-fixed interest rate swap agreements are entered into primarily for the purpose of managing our exposure to changes in interest rates on our debt balances that are subject to variable interest rates and adjusting, on a short-term basis, our mix of fixed rate debt and variable rate debt based on changes in market conditions.

We are exposed to energy commodity market risk and other external risks in the ordinary course of business.

However, we manage these risks by executing a hedging strategy that seeks to protect us financially against adverse price movements and serves to minimize potential losses.

The credit ratings of the primary parties from whom we transact in energy commodity derivative contracts (based on contract market values) are as follows (credit ratings per Standard & Poor’s Rating Service):

| | | | | | |

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

| | | | Credit Rating | | |

| ING | | | A+ | | |

| Macquarie | | | A+ | | |

| JP Morgan | | | A+ | | |

| Bank of Nova Scotia | | | A+ | | |

| Bank of America | | | A- | | |

physical transactions.

(d)December 31, 2020 amount includes $900 million of fixed-to-variable interest rate swap agreements that expired during 2021.

Since the fair value of fixed rate debt varies with changes in the market rate of interest, swap agreements are entered into to receive a fixed and pay a variable rate of interest.

Such swap agreements result in future cash flows that vary with the market rate of interest, and therefore hedge against changes in the fair value of the fixed rate debt due to market rate changes.

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.

*LIBOR Phase Out*

Amounts drawn under our revolving credit facility may bear interest rates in relation to U.S. Dollar LIBOR (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.

In July 2017, the Financial Conduct Authority in the U.K. announced a desire to phase out LIBOR as a benchmark by the end of 2021.

The Alternative Reference Rates Committee, a steering committee consisting of large U.S. financial institutions convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, has recommended replacing LIBOR with the Secured Overnight Financing Rate (SOFR), an index supported by short-term Treasury repurchase agreements.

On November 30, 2020, ICE Benchmark Administration (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.

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.

The International Swaps and Derivatives Association has developed provisions for SOFR-based fall-back rates to apply upon permanent cessation of LIBOR and has published a protocol to enable market participants to include the new provisions in existing swap agreements.

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

We currently do not expect the transition from LIBOR to have a material impact on us.

See Note 18 [removed: *“Litigation] [added: “Litigation] and [removed: Environmental”*] [added: Environmental”] to our consolidated financial statements.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

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: 2021] [added: 2022] was approximately [removed: $36,152,128,132.][added: $33,112,481,840.]

As of February [removed: 4, 2022,] [added: 7, 2023,] the registrant had [removed: 2,267,484,557] [added: 2,248,003,224] shares of Class P common stock outstanding.

Portions of the Registrant’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022,] [added: 2023,] are incorporated into PART III, as specifically set forth in PART III.

| | | | [Information Regarding Forward-Looking [removed: Statements](#i6fd98ba1e5724a5f89bdcda41590cfee_13)] [added: Statements](#ie9663ebf0e4246a0bd69ab6d03595ce7_13)] | | | [removed: [2](#i6fd98ba1e5724a5f89bdcda41590cfee_13)] [added: [2](#ie9663ebf0e4246a0bd69ab6d03595ce7_13)] | | |

| [Items 1. and [removed: 2.](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] [added: 2.](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] | | | [Business and [removed: Properties](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] [added: Properties](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] | | | [removed: [4](#i6fd98ba1e5724a5f89bdcda41590cfee_19)] [added: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] | | |

| | | | [General Development of [removed: Business](#i6fd98ba1e5724a5f89bdcda41590cfee_22)] [added: Business](#ie9663ebf0e4246a0bd69ab6d03595ce7_22)] | | | [removed: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_22)] [added: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_22)] | | |

| | | | [Recent [removed: Developments](#i6fd98ba1e5724a5f89bdcda41590cfee_25)] [added: Developments](#ie9663ebf0e4246a0bd69ab6d03595ce7_25)] | | | [removed: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_25)] [added: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_25)] | | |

| | | | [Narrative Description of [removed: Business](#i6fd98ba1e5724a5f89bdcda41590cfee_28)] [added: Business](#ie9663ebf0e4246a0bd69ab6d03595ce7_28)] | | | [removed: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_28)] [added: [5](#ie9663ebf0e4246a0bd69ab6d03595ce7_28)] | | |

| | | | [Business [removed: Strategy](#i6fd98ba1e5724a5f89bdcda41590cfee_31)] [added: Strategy](#ie9663ebf0e4246a0bd69ab6d03595ce7_31)] | | | [removed: [5](#i6fd98ba1e5724a5f89bdcda41590cfee_31)] [added: [5](#ie9663ebf0e4246a0bd69ab6d03595ce7_31)] | | |

| | | | [Business [removed: Segments](#i6fd98ba1e5724a5f89bdcda41590cfee_34)] [added: Segments](#ie9663ebf0e4246a0bd69ab6d03595ce7_34)] | | | [removed: [6](#i6fd98ba1e5724a5f89bdcda41590cfee_34)] [added: [6](#ie9663ebf0e4246a0bd69ab6d03595ce7_34)] | | |

| | | | [Natural Gas [removed: Pipelines](#i6fd98ba1e5724a5f89bdcda41590cfee_37)] [added: Pipelines](#ie9663ebf0e4246a0bd69ab6d03595ce7_37)] | | | [removed: [6](#i6fd98ba1e5724a5f89bdcda41590cfee_37)] [added: [6](#ie9663ebf0e4246a0bd69ab6d03595ce7_37)] | | |

| | | | [Products [removed: Pipelines](#i6fd98ba1e5724a5f89bdcda41590cfee_40)] [added: Pipelines](#ie9663ebf0e4246a0bd69ab6d03595ce7_40)] | | | [removed: [9](#i6fd98ba1e5724a5f89bdcda41590cfee_40)] [added: [9](#ie9663ebf0e4246a0bd69ab6d03595ce7_40)] | | |

| | | | [Major [removed: Customers](#i6fd98ba1e5724a5f89bdcda41590cfee_49)] [added: Customers](#ie9663ebf0e4246a0bd69ab6d03595ce7_49)] | | | [removed: [12](#i6fd98ba1e5724a5f89bdcda41590cfee_49)] [added: [15](#ie9663ebf0e4246a0bd69ab6d03595ce7_49)] | | |

| | | | [Industry [removed: Regulation](#i6fd98ba1e5724a5f89bdcda41590cfee_52)] [added: Regulation](#ie9663ebf0e4246a0bd69ab6d03595ce7_52)] | | | [removed: [12](#i6fd98ba1e5724a5f89bdcda41590cfee_52)] [added: [16](#ie9663ebf0e4246a0bd69ab6d03595ce7_52)] | | |

| | | | [Environmental [removed: Matters](#i6fd98ba1e5724a5f89bdcda41590cfee_55)] [added: Matters](#ie9663ebf0e4246a0bd69ab6d03595ce7_55)] | | | [removed: [15](#i6fd98ba1e5724a5f89bdcda41590cfee_55)] [added: [19](#ie9663ebf0e4246a0bd69ab6d03595ce7_55)] | | |

| | | | [Human [removed: Capital](#i6fd98ba1e5724a5f89bdcda41590cfee_58)] [added: Capital](#ie9663ebf0e4246a0bd69ab6d03595ce7_58)] | | | [removed: [18](#i6fd98ba1e5724a5f89bdcda41590cfee_58)] [added: [21](#ie9663ebf0e4246a0bd69ab6d03595ce7_58)] | | |

| | | | [Properties and [removed: Rights of Way](#i6fd98ba1e5724a5f89bdcda41590cfee_61)] [added: Rights](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[\-](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[of](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[\-](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[Way](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)] | | | [removed: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_61)] [added: [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)] | | |

| | | | [Financial Information about Geographic [removed: Areas](#i6fd98ba1e5724a5f89bdcda41590cfee_64)] [added: Areas](#ie9663ebf0e4246a0bd69ab6d03595ce7_64)] | | | [removed: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_64)] [added: [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_64)] | | |

| | | | [Available [removed: Information](#i6fd98ba1e5724a5f89bdcda41590cfee_67)] [added: Information](#ie9663ebf0e4246a0bd69ab6d03595ce7_67)] | | | [removed: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_67)] [added: [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_67)] | | |

| [Item [removed: 1A.](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] [added: 1A.](#ie9663ebf0e4246a0bd69ab6d03595ce7_70)] | | | [Risk [removed: Factors](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] [added: Factors](#ie9663ebf0e4246a0bd69ab6d03595ce7_70)] | | | [removed: [19](#i6fd98ba1e5724a5f89bdcda41590cfee_70)] [added: [23](#ie9663ebf0e4246a0bd69ab6d03595ce7_70)] | | |

| [Item [removed: 1B.](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] [added: 1B.](#ie9663ebf0e4246a0bd69ab6d03595ce7_73)] | | | [Unresolved Staff [removed: Comments](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] [added: Comments](#ie9663ebf0e4246a0bd69ab6d03595ce7_73)] | | | [removed: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_73)] [added: [35](#ie9663ebf0e4246a0bd69ab6d03595ce7_73)] | | |

| [Item [removed: 3.](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] [added: 3.](#ie9663ebf0e4246a0bd69ab6d03595ce7_76)] | | | [Legal [removed: Proceedings](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] [added: Proceedings](#ie9663ebf0e4246a0bd69ab6d03595ce7_76)] | | | [removed: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_76)] [added: [35](#ie9663ebf0e4246a0bd69ab6d03595ce7_76)] | | |

| [Item [removed: 4.](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] [added: 4.](#ie9663ebf0e4246a0bd69ab6d03595ce7_79)] | | | [Mine Safety [removed: Disclosures](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] [added: Disclosures](#ie9663ebf0e4246a0bd69ab6d03595ce7_79)] | | | [removed: [33](#i6fd98ba1e5724a5f89bdcda41590cfee_79)] [added: [35](#ie9663ebf0e4246a0bd69ab6d03595ce7_79)] | | |

| [Item [removed: 5.](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] [added: 5.](#ie9663ebf0e4246a0bd69ab6d03595ce7_85)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] [added: Securities](#ie9663ebf0e4246a0bd69ab6d03595ce7_85)] | | | [removed: [34](#i6fd98ba1e5724a5f89bdcda41590cfee_85)] [added: [36](#ie9663ebf0e4246a0bd69ab6d03595ce7_85)] | | |

| [Item [removed: 6.](#i6fd98ba1e5724a5f89bdcda41590cfee_2634)] [added: 6.](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] | | | [removed: [\[Reserved\]](#i6fd98ba1e5724a5f89bdcda41590cfee_2634)] [added: [\[Reserved\]](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] | | | [removed: [34](#i6fd98ba1e5724a5f89bdcda41590cfee_2634)] [added: [36](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] | | |

| [Item [removed: 7.](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] [added: 7.](#ie9663ebf0e4246a0bd69ab6d03595ce7_91)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] [added: Operations](#ie9663ebf0e4246a0bd69ab6d03595ce7_91)] | | | [removed: [34](#i6fd98ba1e5724a5f89bdcda41590cfee_91)] [added: [36](#ie9663ebf0e4246a0bd69ab6d03595ce7_91)] | | |

| | | | [Critical Accounting [removed: Estimates](#i6fd98ba1e5724a5f89bdcda41590cfee_97)] [added: Estimates](#ie9663ebf0e4246a0bd69ab6d03595ce7_97)] | | | [removed: [37](#i6fd98ba1e5724a5f89bdcda41590cfee_97)] [added: [37](#ie9663ebf0e4246a0bd69ab6d03595ce7_97)] | | |

| | | | [Results of [removed: Operations](#i6fd98ba1e5724a5f89bdcda41590cfee_100)] [added: Operations](#ie9663ebf0e4246a0bd69ab6d03595ce7_100)] | | | [removed: [39](#i6fd98ba1e5724a5f89bdcda41590cfee_100)] [added: [39](#ie9663ebf0e4246a0bd69ab6d03595ce7_100)] | | |

| | | | [removed: [Overview](#i6fd98ba1e5724a5f89bdcda41590cfee_103)] [added: [Overview](#ie9663ebf0e4246a0bd69ab6d03595ce7_103)] | | | [removed: [39](#i6fd98ba1e5724a5f89bdcda41590cfee_103)] [added: [39](#ie9663ebf0e4246a0bd69ab6d03595ce7_103)] | | |

| | | | [Consolidated Earnings Results [removed: (GAAP)](#i6fd98ba1e5724a5f89bdcda41590cfee_106)] [added: (GAAP)](#ie9663ebf0e4246a0bd69ab6d03595ce7_106)] | | | [removed: [42](#i6fd98ba1e5724a5f89bdcda41590cfee_106)] [added: [42](#ie9663ebf0e4246a0bd69ab6d03595ce7_106)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i6fd98ba1e5724a5f89bdcda41590cfee_109)] [added: Measures](#ie9663ebf0e4246a0bd69ab6d03595ce7_109)] | | | [removed: [44](#i6fd98ba1e5724a5f89bdcda41590cfee_109)] [added: [44](#ie9663ebf0e4246a0bd69ab6d03595ce7_109)] | | |

| | | | [Segment Earnings [removed: Results](#i6fd98ba1e5724a5f89bdcda41590cfee_112)] [added: Results](#ie9663ebf0e4246a0bd69ab6d03595ce7_112)] | | | [removed: [47](#i6fd98ba1e5724a5f89bdcda41590cfee_112)] [added: [47](#ie9663ebf0e4246a0bd69ab6d03595ce7_112)] | | |

| | | | [DD&A, General and Administrative and Corporate Charges, Interest, net and Noncontrolling [removed: Interests](#i6fd98ba1e5724a5f89bdcda41590cfee_127)] [added: Interests](#ie9663ebf0e4246a0bd69ab6d03595ce7_127)] | | | [removed: [52](#i6fd98ba1e5724a5f89bdcda41590cfee_127)] [added: [56](#ie9663ebf0e4246a0bd69ab6d03595ce7_127)] | | |

| | | | [Income [removed: Taxes](#i6fd98ba1e5724a5f89bdcda41590cfee_130)] [added: Taxes](#ie9663ebf0e4246a0bd69ab6d03595ce7_130)] | | | [removed: [53](#i6fd98ba1e5724a5f89bdcda41590cfee_130)] [added: [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_130)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i6fd98ba1e5724a5f89bdcda41590cfee_133)] [added: Resources](#ie9663ebf0e4246a0bd69ab6d03595ce7_133)] | | | [removed: [53](#i6fd98ba1e5724a5f89bdcda41590cfee_133)] [added: [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_133)] | | |

| | | | [removed: [General](#i6fd98ba1e5724a5f89bdcda41590cfee_136)] [added: [General](#ie9663ebf0e4246a0bd69ab6d03595ce7_136)] | | | [removed: [53](#i6fd98ba1e5724a5f89bdcda41590cfee_136)] [added: [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_136)] | | |

| | | | [Short-term [removed: Liquidity](#i6fd98ba1e5724a5f89bdcda41590cfee_139)] [added: Liquidity](#ie9663ebf0e4246a0bd69ab6d03595ce7_139)] | | | [removed: [54](#i6fd98ba1e5724a5f89bdcda41590cfee_139)] [added: [58](#ie9663ebf0e4246a0bd69ab6d03595ce7_139)] | | |

| | | | [Long-term [removed: Financing](#i6fd98ba1e5724a5f89bdcda41590cfee_142)] [added: Financing](#ie9663ebf0e4246a0bd69ab6d03595ce7_142)] | | | [removed: [55](#i6fd98ba1e5724a5f89bdcda41590cfee_142)] [added: [59](#ie9663ebf0e4246a0bd69ab6d03595ce7_142)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [Glossary](#ie9663ebf0e4246a0bd69ab6d03595ce7_10) | | | [1](#ie9663ebf0e4246a0bd69ab6d03595ce7_10) | | |

| | | | [PART I](#ie9663ebf0e4246a0bd69ab6d03595ce7_16) | | | | | |

| | | | [Terminals](#ie9663ebf0e4246a0bd69ab6d03595ce7_43) | | | [11](#ie9663ebf0e4246a0bd69ab6d03595ce7_43) | | |

| | | | [CO](#ie9663ebf0e4246a0bd69ab6d03595ce7_46)2 | | | [13](#ie9663ebf0e4246a0bd69ab6d03595ce7_46) | | |

| | | | [PART II](#ie9663ebf0e4246a0bd69ab6d03595ce7_82) | | | | | |

| | | | [General](#ie9663ebf0e4246a0bd69ab6d03595ce7_94) | | | [37](#ie9663ebf0e4246a0bd69ab6d03595ce7_94) | | |

| | | | [PART III](#ie9663ebf0e4246a0bd69ab6d03595ce7_196) | | | | | |

| | | | [PART IV](#ie9663ebf0e4246a0bd69ab6d03595ce7_214) | | | | | |

| [Signatures](#ie9663ebf0e4246a0bd69ab6d03595ce7_319) | | | | | | [135](#ie9663ebf0e4246a0bd69ab6d03595ce7_319) | | |

| EagleHawk | | | \= | | | EagleHawk Field Services LLC | | | KMTP | | | \= | | | Kinder Morgan Texas Pipeline LLC | | |

| Hiland | | | \= | | | Hiland Partners, LP | | | SFPP | | | \= | | | SFPP, L.P. | | |

| Bbl | | | \= | | | barrels | | | GTE | | | \= | | | gas-to-electric | | |

| MBbl | | | \= | | | thousand barrels | | | | | | | | | | | |

| NGL | | | \= | | | natural gas liquids | | | | | | | | | | | |

| SOFR | | | \= | | | Secured Overnight Financing Rate | | | | | | | | | | | |

“*Risk Factors,*” Item 7.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations*” and Item 7A.

We own an interest in or operate approximately 83,000 miles of pipelines, 140 terminals, 700 Bcf of working natural gas storage capacity and have RNG generation capacity of approximately 2.2 Bcf per year of gross production.

| ELC | | | | | | Sold a 25.5% interest in ELC to an undisclosed financial buyer and now own a 25.5% interest. | | | | | | Completed in September 2022. | | | | | | n/a | | |

| Mas Ranger | | | | | | Acquired three landfill assets with the purchase of Mas Ranger, LLC and its subsidiaries from Mas CanAm, LLC. Assets include an RNG facility in Arlington, Texas and Medium British Thermal Units facilities in Shreveport, Louisiana and Victoria, Texas. | | | | | | Acquired in July 2022. | | | | | | $358 million | | |

| North American Natural Resources | | | | | | Acquired seven landfill assets with the purchase of North American Natural Resources, Inc. and, its sister companies, North American Biofuels, LLC and North American-Central, LLC (NANR). Assets include GTE facilities in Michigan and Kentucky. A final investment decision was made to convert Autumn Hills, one of the seven landfill assets acquired, to an RNG facility and construction began in January 2023. | | | | | | Acquired in August 2022. | | | | | | $132 million | | |

| TGP and SNG Evangeline Pass | | | | | | Two-phase 2 Bcf/d project to serve Venture Global’s proposed Plaquemines LNG facility (Plaquemines). First phase, TGP will provide approximately 0.9 Bcf/d natural gas transportation capacity to Plaquemines. Second phase, TGP and SNG will jointly provide volumes up to the remaining 1.1 Bcf/d to Plaquemines. | | | | | | Expected in-service date for first phase is fourth quarter of 2024 and third quarter of 2025 for the second phase, pending receipt of all required permits. | | | | | | $678 million | | |

| Eagleford transport project | | | | | | Expansion project includes constructing 69 miles of 42-inch pipeline, multiple receipt and delivery meters and upgrades to Kinder Morgan Freer compressor station to transport up to 1.88 Bcf/d of lean Eagleford production to Gulf Coast markets. | | | | | | Expected in-service date is fourth quarter 2023. | | | | | | $283 million | | |

| PHP expansion | | | | | | Joint venture project that will expand PHP’s capacity by approximately 550,000 Dth/d, increasing natural gas deliveries from the Permian to U.S. Gulf Coast markets. Supported by long-term contracts. | | | | | | Expected in-service date is November 2023. | | | | | | $149 million | | |

| Asset or project | | | | | | Description | | | | | | Activity | | | | | | Approx. Capital Scope (KMI Share) | | |

| Greenholly pipeline - North Holly expansion | | | | | | Joint venture project (our ownership interest of 37.58%) to construct 38 miles of 36-inch pipeline from partner receipt points to KinderHawk wholly owned North Holly gathering system and includes joint venture pipeline receipt interconnects off KinderHawk’s Greenwood system, upgrades to KinderHawk’s North Holly system and 400 gallons per minute treating capacity addition to KinderHawk’s North Holly plant. Supported by long-term contracts. | | | | | | Expected in-service date is second quarter 2023. | | | | | | $121 million | | |

| 3Rivers Offload Phase II | | | | | | Construct 19 miles of 16-inch pipeline and associated compression allowing delivery of 50,000 Dth/d of incremental gathered production for third-party processing. | | | | | | Expected in-service date is third quarter 2023. | | | | | | $96 million | | |

During 2022, EPNG issued $300 million and KMI issued $1,500 million of new senior notes to repay maturing debt and for general corporate purposes.

On January 17, 2023, we repaid $1,250 million of maturing senior notes using cash on hand and short-term borrowings.

On January 31, 2023, we issued $1,500 million of new senior notes to repay short-term borrowings, maturing debt and for general corporate purposes.

On January 18, 2023, our board of directors approved an increase in our share repurchase authorization of our share buy-back program from $2 billion to $3 billion.

Subsequently, we have approximately $2.1 billion of capacity remaining under this program.

During 2022, we repurchased approximately 21.7 million shares of Class P common stock for $368 million at an average price of $16.94 per share.


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| TGP(a) | | | | | | 100 | | % | | | | 11,755 | | | | | | 12.23 | | | | | | 76 | | | | | | | | |

| NGPL | | | | | | 37.5 | | % | | | | 9,105 | | | | | | 7.84 | | | | | | 288 | | | | | | | | |

| 1.500% Senior Notes due 2022 | | | KMI 22 | | | New York Stock Exchange | | |

| | | | [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) | | | | | |

| | | | [General](#i6fd98ba1e5724a5f89bdcda41590cfee_94) | | | [34](#i6fd98ba1e5724a5f89bdcda41590cfee_94) | | |

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

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

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

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

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

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

| Kinetrex | | | \= | | | Kinetrex Energy | | | TGP | | | \= | | | Tennessee Gas Pipeline Company, L.L.C. | | |

| Trans Mountain | | | \= | | | Trans Mountain Pipeline ULC | | | | | | | | | | | |

| KML | | | \= | | | Kinder Morgan Canada Limited and its majority-owned and/or controlled subsidiaries | | | | | | | | | | | |

| Bcf | | | \= | | | billion cubic feet | | | LNG | | | \= | | | liquefied natural gas | | |

| MMBbl | | | \= | | | million barrels | | | | | | | | | | | |

| C$ | | | \= | | | Canadian dollars | | | MMtons | | | \= | | | million tons | | |

| ROU | | | \= | | | Right-of-Use | | | | | | | | | | | |

| SEC | | | \= | | | United States Securities and Exchange Commission | | | | | | | | | | | |

| EPA | | | \= | | | United States Environmental Protection Agency | | | WTI | | | \= | | | West Texas Intermediate | | |

- the long-term demand for our assets and services and the future impact on our business of the global economic consequences of the COVID-19 pandemic.

We own an interest in or operate approximately 83,000 miles of pipelines and 143 terminals.

| 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 | | |

| KMLP Acadiana Expansion | | | | | | Expansion project provides 945,000 Dth/d of capacity to serve Train 6 at Cheniere’s Sabine pass LNG terminal. Project supported by long-term contracts. | | | | | | Placed in service October 2021. | | | | | | $127 million | | |

| NGPL Gulf Coast Southbound Expansion (second phase) | | | | | | Expansion project increases southbound capacity on NGPL’s Gulf Coast System by approximately 300,000 Dth/d serving Corpus Christi Liquefaction. Subscribed under a long-term firm transportation contract. | | | | | | Full project placed in service March 2021. | | | | | | $101 million | | |

During 2021, we issued $1,550 million of new senior notes and repaid $2.4 billion of maturing senior notes.

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.

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| TGP(a) | | | | | | 11,755 | | | | | | 12.23 | | | | | | 76 | | | | | | Marcellus, Utica, Gulf Coast, Haynesville and Eagle Ford shale supply basins; Northeast, Southeast, Gulf Coast and U.S.-Mexico border markets | | |

| NGPL (37.5%) | | | | | | 9,105 | | | | | | 7.84 | | | | | | 288 | | | | | | Chicago and other Midwest markets and all central U.S. supply basins; north to south deliveries, including deliveries to LNG facilities and to the U.S.-Mexico border markets | | |

| KMLP | | | | | | 140 | | | | | | 3.89 | | | | | | — | | | | | | Columbia Gulf, ANR Pipeline Company and various other pipeline interconnects; Cheniere Sabine Pass LNG and industrial markets | | |

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

| SNG (50%)(a) | | | | | | 6,925 | | | | | | 4.44 | | | | | | 66 | | | | | | Basins in Texas, Oklahoma, Louisiana, Mississippi and Alabama; Southeast markets | | |

| Florida Gas Transmission (Citrus) (50%) | | | | | | 5,365 | | | | | | 4.04 | | | | | | — | | | | | | Texas to Florida; basins along Louisiana and Texas Gulf Coast, Mobile Bay and offshore Gulf of Mexico | | |

[removed: We no longer] [added: Except for one terminal facility that is in temporary idle status with the Mine Safety and Health Administration, we do not] own or operate mines for which reporting requirements apply under the mine safety disclosure requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act [removed: (Dodd-Frank), except for one terminal that is in temporary idle status with the Mine Safety and Health Administration.][added: (Dodd-Frank).]

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: 2021.][added: 2022.]

As of February [removed: 4, 2022,] [added: 7, 2023,] we had [removed: 10,236] [added: 9,941] 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.

For information on our equity compensation plans, see Note 10 [removed: “*Share-based] [added: “Share-based] Compensation and Employee [removed: Benefits—Share-based] [added: Benefits*—Share-based] Compensation*” to our consolidated financial statements.

Our Purchases of Our Class P Stock

(During the quarter ended December 31, 2022)

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

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

| Settlement Period | | | | | | Total number of securities purchased(a) | | | | | | Average price paid per security(b) | | | | | | Total number of securities purchased as part of publicly announced plans(a) | | | | | | Maximum number (or approximate dollar value) of securities that may yet be purchased under the plans or programs(a) | | |

| October 1 to October 31, 2022 | | | | | | 2,056,189 | | | | | | $ | 16.75 | | | | | 2,056,189 | | | | | | $ | 1,057,284,126 | |

| November 1 to November 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,057,284,126 | | |

| December 1 to December 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,057,284,126 | | |

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

| Total | | | | | | 2,056,189 | | | | | | $ | 16.75 | | | | | 2,056,189 | | | | | | $ | 1,057,284,126 | |

(a)On July 19, 2017, our board of directors approved a $2 billion common share buy-back program.

On January 18, 2023, our board of directors approved an increase in our share repurchase authorization to $3 billion from $2 billion, increasing the maximum dollar value of securities that may yet be purchased under the plan as of January 18, 2023 to $2.1 billion.

After repurchase, the shares are canceled and no longer outstanding.

(b)Amount includes any commission or other costs to repurchase shares.

KINDER MORGAN, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

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

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

| | | | | | | | | | Page Number | | |

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

| [Report of Independent Registered Public Accounting Firm](#ie9663ebf0e4246a0bd69ab6d03595ce7_223) | | | | | | (PCAOB ID: 238) | | | [69](#ie9663ebf0e4246a0bd69ab6d03595ce7_223) | | |

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

| [Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020](#ie9663ebf0e4246a0bd69ab6d03595ce7_226) | | | | | | | | | [71](#ie9663ebf0e4246a0bd69ab6d03595ce7_226) | | |

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

| [Consolidated Statements of Comprehensive Income for the years ended December 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_229) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226) [and 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20 | | | | | | | | | [72](#ie9663ebf0e4246a0bd69ab6d03595ce7_229) | | |

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

| [Consolidated Balance Sheets as of December 31, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_232) [and 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)1 | | | | | | | | | [73](#ie9663ebf0e4246a0bd69ab6d03595ce7_232) | | |

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

| [Consolidated Statements of Cash Flows for the years ended December 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_235) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226) [and 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20 | | | | | | | | | [74](#ie9663ebf0e4246a0bd69ab6d03595ce7_235) | | |

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

| [Consolidated Statements of Stockholders’ Equity as of and for the years ended December 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_238) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226) [and 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20 | | | | | | | | | [76](#ie9663ebf0e4246a0bd69ab6d03595ce7_238) | | |

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

| [Notes to Consolidated Financial Statements](#ie9663ebf0e4246a0bd69ab6d03595ce7_241) | | | | | | | | | [77](#ie9663ebf0e4246a0bd69ab6d03595ce7_241) | | |

| [Note 1.](#ie9663ebf0e4246a0bd69ab6d03595ce7_244) | | | [General](#ie9663ebf0e4246a0bd69ab6d03595ce7_244) | | | | | | [77](#ie9663ebf0e4246a0bd69ab6d03595ce7_244) | | |

| [Note 2.](#ie9663ebf0e4246a0bd69ab6d03595ce7_247) | | | [Summary of Significant Accounting Policies](#ie9663ebf0e4246a0bd69ab6d03595ce7_247) | | | | | | [77](#ie9663ebf0e4246a0bd69ab6d03595ce7_247) | | |

| [Note 3.](#ie9663ebf0e4246a0bd69ab6d03595ce7_250) | | | [Acquisitions and Divestitures](#ie9663ebf0e4246a0bd69ab6d03595ce7_250) | | | | | | [87](#ie9663ebf0e4246a0bd69ab6d03595ce7_250) | | |

| [Note 4.](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) | | | [Gains](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) [and Losses](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) [on](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) [Divestitures](#ie9663ebf0e4246a0bd69ab6d03595ce7_253)[, Impairments](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) [and Other Write-downs](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) | | | | | | [89](#ie9663ebf0e4246a0bd69ab6d03595ce7_253) | | |

| [Note 5.](#ie9663ebf0e4246a0bd69ab6d03595ce7_256) | | | [Income Taxes](#ie9663ebf0e4246a0bd69ab6d03595ce7_256) | | | | | | [92](#ie9663ebf0e4246a0bd69ab6d03595ce7_256) | | |

| [Note 6.](#ie9663ebf0e4246a0bd69ab6d03595ce7_259) | | | [Property, Plant and Equipment, net](#ie9663ebf0e4246a0bd69ab6d03595ce7_259) | | | | | | [95](#ie9663ebf0e4246a0bd69ab6d03595ce7_259) | | |

| [Note 7.](#ie9663ebf0e4246a0bd69ab6d03595ce7_262) | | | [Investments](#ie9663ebf0e4246a0bd69ab6d03595ce7_262) | | | | | | [96](#ie9663ebf0e4246a0bd69ab6d03595ce7_262) | | |

| [Note 8.](#ie9663ebf0e4246a0bd69ab6d03595ce7_265) | | | [Goodwill](#ie9663ebf0e4246a0bd69ab6d03595ce7_265) | | | | | | [97](#ie9663ebf0e4246a0bd69ab6d03595ce7_265) | | |

| [Note 9.](#ie9663ebf0e4246a0bd69ab6d03595ce7_268) | | | [Debt](#ie9663ebf0e4246a0bd69ab6d03595ce7_268) | | | | | | [98](#ie9663ebf0e4246a0bd69ab6d03595ce7_268) | | |

| [Note 10.](#ie9663ebf0e4246a0bd69ab6d03595ce7_271) | | | [Share-based Compensation and Employee Benefits](#ie9663ebf0e4246a0bd69ab6d03595ce7_271) | | | | | | [102](#ie9663ebf0e4246a0bd69ab6d03595ce7_271) | | |

| [Note 11.](#ie9663ebf0e4246a0bd69ab6d03595ce7_277) | | | [Stockholders’ Equity](#ie9663ebf0e4246a0bd69ab6d03595ce7_277) | | | | | | [108](#ie9663ebf0e4246a0bd69ab6d03595ce7_277) | | |

| [Note 12.](#ie9663ebf0e4246a0bd69ab6d03595ce7_283) | | | [Related Party Transactions](#ie9663ebf0e4246a0bd69ab6d03595ce7_283) | | | | | | [110](#ie9663ebf0e4246a0bd69ab6d03595ce7_283) | | |

| [Note 13.](#ie9663ebf0e4246a0bd69ab6d03595ce7_286) | | | [Commitments and Contingent Liabilities](#ie9663ebf0e4246a0bd69ab6d03595ce7_286) | | | | | | [110](#ie9663ebf0e4246a0bd69ab6d03595ce7_286) | | |

| [Note 14.](#ie9663ebf0e4246a0bd69ab6d03595ce7_289) | | | [Risk Management](#ie9663ebf0e4246a0bd69ab6d03595ce7_289) | | | | | | [111](#ie9663ebf0e4246a0bd69ab6d03595ce7_289) | | |

| [Note 15.](#ie9663ebf0e4246a0bd69ab6d03595ce7_292) | | | [Revenue Recognition](#ie9663ebf0e4246a0bd69ab6d03595ce7_292) | | | | | | [116](#ie9663ebf0e4246a0bd69ab6d03595ce7_292) | | |

| [Note 16.](#ie9663ebf0e4246a0bd69ab6d03595ce7_298) | | | [Reportable Segments](#ie9663ebf0e4246a0bd69ab6d03595ce7_298) | | | | | | [119](#ie9663ebf0e4246a0bd69ab6d03595ce7_298) | | |

| [Note 17.](#ie9663ebf0e4246a0bd69ab6d03595ce7_304) | | | [Leases](#ie9663ebf0e4246a0bd69ab6d03595ce7_304) | | | | | | [123](#ie9663ebf0e4246a0bd69ab6d03595ce7_304) | | |

| [Note 18.](#ie9663ebf0e4246a0bd69ab6d03595ce7_310) | | | [Litigation and Environmental](#ie9663ebf0e4246a0bd69ab6d03595ce7_310) | | | | | | [124](#ie9663ebf0e4246a0bd69ab6d03595ce7_310) | | |

| [Note 19.](#ie9663ebf0e4246a0bd69ab6d03595ce7_313) | | | [Recent Accounting Pronouncements](#ie9663ebf0e4246a0bd69ab6d03595ce7_313) | | | | | | [129](#ie9663ebf0e4246a0bd69ab6d03595ce7_313) | | |

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

Report of Independent Registered Public Accounting Firm

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

As of December 31, [removed: 2021,] [added: 2022,] 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 or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, [removed: 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: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2022.][added: 2023.]

[removed: *(a)(1) Financial Statements and (2)] [added: *(2)] Financial Statement Schedules*

[removed: | See “Index] [added: “*Financial Statements and Supplementary Data*—Index] to Financial Statements” set forth on Page [removed: [69](#i6fd98ba1e5724a5f89bdcda41590cfee_217). | | | | | |][added: [68](#ie9663ebf0e4246a0bd69ab6d03595ce7_220).]

| 3.2 | | | * | | | [Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8-K, [removed: filed October 20, 2017 (File] [added: filed](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm) [January](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm)[24](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm)[,](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm)[20](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm)[23](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm) [(File] No. [removed: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000047/proposed_kmixarxbylawsxpro.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.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, [removed: 2051](https://www.sec.gov/Archives/edgar/data/1506307/000150630721000032/kmi-03312021xex41.htm) [(filed] [added: 2051 (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 | | | [added: *] | | | [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 [removed: 2026.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)] [added: 2026 (filed as Exhibit 4.35 to KMI’s Annual Report on Form 1](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)[0-](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)K [for the](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) [year ended December 31, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)] | | |

| [removed: 4.36] [added: 4.37] | | | | | | 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: 4.37] [added: 4.38] | | | * | | | [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) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)[(filed as Exhibit 4.37 to KMI](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)[’](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)[s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)] | | |

| [removed: 4.38] [added: 4.39] | | | * | | | [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) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)[(filed as Exhibit 4.38 to KMI](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)[’](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)[s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)] | | |

| 10.10 | | | * | | | [Revolving Credit Agreement, dated August 20, 2021 among [removed: 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)[,] [added: KMI,] 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. [removed: 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm).] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-1.htm)] | | |

| 10.11 | | | * | | | [First Amendment [removed: to Revolving Credit Agreement,] dated August 20, 2021 [removed: 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)[,] [added: to Revolving Credit Agreement dated November 16, 2018 among KMI,] 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 [removed: 001-35081))](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.htm).] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.htm)] | | |

| [removed: 10.12] [added: 10.14] | | | | | | [Cross Guarantee Agreement, dated as of November 26, 2014 among KMI and certain of its subsidiaries with schedules updated as of December 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh1012.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1014.htm)[2](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1014.htm)[.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1014.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: KMI.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh211.htm)] [added: KMI.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh211.htm)] | | |

| 22.1 | | | | | | [Subsidiary guarantors and issuers of guaranteed [removed: securities.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh221.htm)] [added: securities.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh221.htm)] | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh231.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh311.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh312.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh321.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kxexh322.htm)] | | |

| 101 | | | | | | Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our Consolidated Statements of Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (ii) our Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (iii) our Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] (iv) our Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (v) our Consolidated Statements of Stockholders’ Equity as of and for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] and (vi) the notes to our Consolidated Financial Statements. | | |

[removed: INDEX TO FINANCIAL STATEMENTS][added: *(1) Financial Statements*]

(a)Documents Filed as Part of the Report

See Part II, Item 8.

Financial statement schedules are omitted because they are not applicable or the required information is contained in the consolidated financial statements or notes thereto.

| 4.36 | | | * | | | [Certificate of the Vice President and Treasurer and the Vice President and](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [Chief Financial Officer of KMI](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [establishing the terms of the 4.](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[80](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[0% Senior Notes due 20](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[33](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [and the 5.4](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[5](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[0% Senior Notes due 20](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[52](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [(filed as Exhibit 4.1 to](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [KMI](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[’s Quarterly Report on Form 10-](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[Q](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [for the quarter ended September 30, 20](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[22](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [(File No.](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) [00](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[1-](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[35081](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)[)).](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm) | | |

| 10.12 | | | | | | [First Amendment dated December 15, 2022 to Revolving Credit Agreement dated August 2](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm)[0](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm)[, 2021 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1012.htm) | | |

| 10.13 | | | | | | [Second Amendment, dated December 15, 2022, to Revolving Credit Agreement, dated](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1013.htm) [November 16, 2018 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto.](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000023/kmi-2022x10kexh1013.htm) | | |

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KINDER MORGAN, INC. AND SUBSIDIARIES

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| | | | | | | | | | Page Number | | |

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

| [Report of Independent Registered Public Accounting Firm](#i6fd98ba1e5724a5f89bdcda41590cfee_220) | | | | | | (PCAOB ID: 238) | | | [70](#i6fd98ba1e5724a5f89bdcda41590cfee_220) | | |

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

| [Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019](#i6fd98ba1e5724a5f89bdcda41590cfee_223) | | | | | | | | | [73](#i6fd98ba1e5724a5f89bdcda41590cfee_223) | | |

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

| [Consolidated Statements of Comprehensive Income for the years ended December 31,](#i6fd98ba1e5724a5f89bdcda41590cfee_226) [2021, 2020 and 2019](#i6fd98ba1e5724a5f89bdcda41590cfee_223) | | | | | | | | | [74](#i6fd98ba1e5724a5f89bdcda41590cfee_226) | | |

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

| [Consolidated Balance Sheets as of December 31, 2021 and 2020](#i6fd98ba1e5724a5f89bdcda41590cfee_229) | | | | | | | | | [75](#i6fd98ba1e5724a5f89bdcda41590cfee_229) | | |

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

| [Consolidated Statements of Cash Flows for the years ended December 31,](#i6fd98ba1e5724a5f89bdcda41590cfee_232) [2021, 2020 and 2019](#i6fd98ba1e5724a5f89bdcda41590cfee_223) | | | | | | | | | [76](#i6fd98ba1e5724a5f89bdcda41590cfee_232) | | |

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

| [Consolidated Statements of Stockholders’ Equity as of and for the years ended December 31,](#i6fd98ba1e5724a5f89bdcda41590cfee_235) [2021, 2020 and 2019](#i6fd98ba1e5724a5f89bdcda41590cfee_223) | | | | | | | | | [78](#i6fd98ba1e5724a5f89bdcda41590cfee_235) | | |

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

| [Notes to Consolidated Financial Statements](#i6fd98ba1e5724a5f89bdcda41590cfee_241) | | | | | | | | | [79](#i6fd98ba1e5724a5f89bdcda41590cfee_241) | | |

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

| [Note 2.](#i6fd98ba1e5724a5f89bdcda41590cfee_247) | | | [Summary of Significant Accounting Policies](#i6fd98ba1e5724a5f89bdcda41590cfee_247) | | | | | | [79](#i6fd98ba1e5724a5f89bdcda41590cfee_247) | | |

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

| [Note 4.](#i6fd98ba1e5724a5f89bdcda41590cfee_250) | | | [Losses and Gains on Impairments, Divestitures and Other Write-downs](#i6fd98ba1e5724a5f89bdcda41590cfee_250) | | | | | | [89](#i6fd98ba1e5724a5f89bdcda41590cfee_250) | | |

| [Note 5.](#i6fd98ba1e5724a5f89bdcda41590cfee_256) | | | [Income Taxes](#i6fd98ba1e5724a5f89bdcda41590cfee_256) | | | | | | [93](#i6fd98ba1e5724a5f89bdcda41590cfee_256) | | |

| [Note 6.](#i6fd98ba1e5724a5f89bdcda41590cfee_259) | | | [Property, Plant and Equipment, net](#i6fd98ba1e5724a5f89bdcda41590cfee_259) | | | | | | [96](#i6fd98ba1e5724a5f89bdcda41590cfee_259) | | |

| [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 10.](#i6fd98ba1e5724a5f89bdcda41590cfee_271) | | | [Share-based Compensation and Employee Benefits](#i6fd98ba1e5724a5f89bdcda41590cfee_271) | | | | | | [103](#i6fd98ba1e5724a5f89bdcda41590cfee_271) | | |

| [Note 11.](#i6fd98ba1e5724a5f89bdcda41590cfee_277) | | | [Stockholders’ Equity](#i6fd98ba1e5724a5f89bdcda41590cfee_277) | | | | | | [109](#i6fd98ba1e5724a5f89bdcda41590cfee_277) | | |

| [Note 12.](#i6fd98ba1e5724a5f89bdcda41590cfee_283) | | | [Related Party Transactions](#i6fd98ba1e5724a5f89bdcda41590cfee_283) | | | | | | [111](#i6fd98ba1e5724a5f89bdcda41590cfee_283) | | |

| [Note 13.](#i6fd98ba1e5724a5f89bdcda41590cfee_286) | | | [Commitments and Contingent Liabilities](#i6fd98ba1e5724a5f89bdcda41590cfee_286) | | | | | | [111](#i6fd98ba1e5724a5f89bdcda41590cfee_286) | | |

| [Note 14.](#i6fd98ba1e5724a5f89bdcda41590cfee_289) | | | [Risk Management](#i6fd98ba1e5724a5f89bdcda41590cfee_289) | | | | | | [112](#i6fd98ba1e5724a5f89bdcda41590cfee_289) | | |

| Date: | | | February [removed: 7, 2022] [added: 8, 2023] | | | | | |

| /s/ DAVID P. MICHELS | | | | | | Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ STEVEN J. KEAN | | | | | | Chief Executive Officer (principal executive officer); Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ RICHARD D. KINDER | | | | | | Executive Chairman | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ KIMBERLY A. DANG | | | | | | President; Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ TED A. GARDNER | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ ANTHONY W. HALL, JR. | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ GARY L. HULTQUIST | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ RONALD L. KUEHN, JR. | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ DEBORAH A. MACDONALD | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ MICHAEL C. MORGAN | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ ARTHUR C. REICHSTETTER | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ C. PARK SHAPER | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ WILLIAM A. SMITH | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ JOEL V. STAFF | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ ROBERT F. VAGT | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |

| /s/ PERRY M. WAUGHTAL | | | | | | Director | | | | | | February [removed: 7, 2022] [added: 8, 2023] | | |