Kinder Morgan (KMI) 10-K risk factor changes: FY2023 vs FY2022

Risks Related to [removed: Operating] our Business

Each of the foregoing [added: supply and demand issues] could negatively impact our business 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.

Furthermore, such unfavorable conditions may compound the adverse effects of larger [removed: disruptions] [added: disruptions,] such as COVID-19.

We cannot predict the impact of future economic conditions, fuel conservation measures, alternative fuel requirements, governmental regulation [added: and/or tax incentives] or technological advances in fuel economy and energy generation devices, all of which could reduce the production of and/or demand for the products we handle.

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

For example, following the commodity price declines we experienced due to COVID-19 during the first half of 2020, we recorded a combined [removed: $1.950] [added: $1.95] 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.

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, costs associated with [added: allegations of criminal liability, 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.

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

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 products or services we provide or otherwise fulfill their obligations to [removed: us.”*] [added: us.*”] In addition, decreases in the prices of crude oil, NGL and natural gas are likely to have a negative impact on [removed: our operating results and cash flow.]

See [removed: *“—The] [added: “*—The] volatility of crude oil, NGL and natural gas prices could adversely affect our business.”*

Many of our counterparties finance their activities through cash flow from operations or debt or equity financing, and some of them may be highly leveraged and [removed: may not be able] [added: unable] to access additional capital to sustain their operations in the future.

In addition, [removed: market] events specific to us could result in the deterioration of our reputation with key stakeholders.

[removed: Credit,] [added: We believe that reputational risk cannot be managed in isolation from other forms of risk and that credit,] market, operational, insurance, regulatory and legal risks, among others, must all be managed effectively to safeguard our reputation.

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 [removed: oversight,] [added: oversight and costs,] 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.

Moreover, governmental agencies have responded to environmental justice concerns by imposing greater scrutiny in [removed: permitting approvals] [added: the permit approval process] and enforcement actions that could exacerbate [removed: such] [added: the] negative [added: reputational] impacts.

These hedging arrangements expose us to risk of financial loss in some circumstances, including when production is less than expected, when the counterparty to the hedging contract defaults on its contract obligations, or when there is a change in the expected differential between the underlying price in the hedging [removed: agreement and the actual price received.]

To the extent then-existing underlying market conditions are unfavorable, new hedging arrangements available to us will reflect such unfavorable conditions, limiting our ability to hedge our exposure to [removed: unfavorable] commodity [removed: prices.][added: prices on terms that are economically favorable to us.]

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 [added: we believe] are effective economically, these transactions may not be considered effective for accounting purposes.

Accordingly, our consolidated financial statements may reflect [removed: some] volatility due to these hedges, even when there is no underlying economic impact at the dates of those consolidated financial statements.

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

[removed: The occurrence of an attack could cause a substantial decrease in revenues and cash flows, increased costs to respond] or other financial loss, significant reporting requirements, damage to our reputation, increased regulation or litigation or inaccurate information reported from our operations.

The occurrence of an event that is not fully covered by insurance, or failure by one or more of our insurers to honor its coverage commitments for an insured event, could [removed: have a material adverse effect on our business, financial condition and results of operations.][added: cause us to incur significant losses.]

[added: Insurance companies may reduce or eliminate the insurance capacity] they are willing to offer or may demand significantly higher premiums or deductibles to cover our assets.

The unavailability of [removed: full] [added: adequate] insurance coverage to cover events in which we suffer significant losses could have a material adverse effect on our business, financial condition and results of operations.

[removed: Should] [added: If] we pursue projects through joint ventures with others, we will share control of and any benefits from those projects.*

Regulatory authorities may modify their permitting policies in ways that disadvantage our construction projects, such as the FERC’s ongoing evaluation of its process [removed: for reviewing and approving applications for construction of natural gas infrastructure, including consideration of changes to its Certificate Policy Statement and its issuance of a Draft GHG Policy Statement.]

We may not be able to develop or acquire additional reserves at an acceptable cost or have necessary [removed: financing for these activities in the future.]

Acquisition and development decisions [removed: generally are based on] [added: related to oil and gas properties include] subjective judgments and assumptions that, while they may be reasonable, are by their nature speculative.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $31.7] [added: $31.9] billion of consolidated debt (excluding debt fair value adjustments).

[removed: Adverse changes to the availability, terms and cost of capital, interest rates or our credit ratings (which would have a corresponding impact on the credit ratings of our] subsidiaries that are party to the cross guarantee agreement) could cause our cost of doing business to increase by limiting our access to capital, including our ability to refinance maturities of existing indebtedness on similar terms, which could in turn reduce our cash flows, and could limit our ability to pursue acquisition or expansion opportunities.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: $6.3] [added: $8.3] billion of our approximately [removed: $31.7] [added: $31.9] billion of consolidated debt (excluding debt fair value adjustments) was subject to variable interest rates, either as short-term or long-term variable-rate debt obligations, or as long-term fixed-rate debt effectively converted to variable rates through the use of interest rate swaps.

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

Some of the agreements governing our debt generally require us to comply with various affirmative and negative covenants, including the maintenance of certain financial ratios and restrictions on (i) incurring [added: additional debt; (ii) entering into mergers, consolidations and sales of assets; (iii) granting liens; and (iv) entering into sale-leaseback transactions.]

Some shippers on our pipelines have filed complaints with the regulators seeking prospective reductions in the tariff rates and, in the [removed: case of a protest to a rate filing, seeking substantial refunds for alleged overcharges during the years in question.]

For example, in [removed: November 2021,] [added: December 2023,] the EPA [removed: proposed] [added: finalized] a rule containing standards of performance for GHG emissions, in the form of methane limitations, and volatile organic compound emissions for crude oil and natural gas sources, including the production, processing, [added: and] transmission and storage segments.

These types of [removed: proposals,] [added: rules and others that are currently proposed,] if finalized, would affect our assets and operations indirectly, such as by increasing the costs associated with the production of natural gas and liquids that we transport, or directly, such as by increasing significantly our capital and operating costs associated with impacted [removed: equipment.][added: equipment or subjecting us to the potential for regulatory penalties associated with the inability to comply with the rules in the timeframe allotted.]

For example, the Federal Clean Air Act and other similar federal and state laws [added: and regulations] are subject to periodic review and amendment, which could result in more stringent emission control requirements obligating us to make significant capital expenditures at our facilities.

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, [added: such as a pipeline leak, could have a material adverse effect on our business, financial position, results of operations and prospects.]

*Increased regulatory requirements relating to the safety and integrity of our pipelines may require us to incur significant capital and operating [removed: expense outlays to comply.*][added: expenses.*]

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

We have seen and may see further intensification of these trends.

our operating results and cash flow.

agreement and the actual price received.

The occurrence of an attack could cause a substantial decrease in revenues and cash flows, increased costs to respond

*Development of new technologies could create additional risk, or we may not have sufficient resources to manage our technology.*

Custom or new technology (including potential generative artificial intelligence) that is heavily relied upon by us or our counterparties may not be maintained and updated appropriately due to resource restraints, or other factors, which could cause technology failures or give rise to additional operational or security risks.

Generative artificial intelligence or other new technology could also create additional regulatory scrutiny and generate uncertainty around intellectual property ownership and/or licensing or use.

Technology (including artificial intelligence) is also subject to intentional misuse (by criminals, terrorists or other bad actors).

Technology failures or incidents of misuse could result in significant adverse effects on our operations, results of operations, financial condition and cash flows.

for reviewing and approving applications for construction of natural gas infrastructure.

financing for these activities in the future.

Adverse changes to the availability, terms and cost of capital, interest rates or our credit ratings (which would have a corresponding impact on the credit ratings of our

case of a protest to a rate filing, seeking substantial refunds for alleged overcharges during the years in question.

The EPA’s final rule known as the “Good Neighbor Plan” (the Plan) became effective on August 4, 2023, except in states that were awarded a stay of the EPA’s disapproval of their SIPs prior to the Plan’s effective date.

Following the Plan’s effective date, several other states have been awarded similar stays.

As a precursor to the Plan, the EPA disapproved 21 SIPs and found that two other states had failed to submit SIPs under the interstate transport (good neighbor) provisions of the Clean Air Act for the 2015 Ozone NAAQS.

The EPA has since proposed to disapprove five additional state SIPs and apply the Plan or portions of the Plan to sources in those states, including one state that would affect our operations.

The Plan imposes prescriptive emission standards for several sectors, including new and existing reciprocating internal combustion engines of a certain size used in pipeline transportation of natural gas.

The Plan’s emission standards would require installation of more stringent air pollution controls on hundreds of existing internal combustion engines used by our Natural Gas Pipelines business segment.

The Plan requires that all impacted engines meet the stringent emission limits by May 1, 2026 unless compliance schedule extensions are granted by the EPA, which would need to be supported by us and approved by the EPA on an engine-by-engine basis.

If the Plan remains in effect in its current form (including full compliance by its May 1, 2026 compliance deadline, and assuming failure of all pending challenges to SIP disapprovals and no successful challenge to the Plan), we currently estimate that the Plan would have a material adverse impact on us.

See Item 7.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures—Impact of Regulation*.” Multiple legal challenges have been filed, including by us.

See Note 18, “Litigation and Environmental—*Environmental Matters—Challenge to Federal “Good Neighbor Plan*,” to our consolidated financial statements.

We are unable to predict whether any legal challenges will ultimately result in changes to the Plan or how those changes, if any, would impact us.

The majority of compliance costs relate to pipeline integrity management regulations, which include assessment and repair requirements.

We also anticipate incurring substantial costs associated with PHMSA’s requirements for reconfirming the maximum allowable operating pressure of certain gas pipelines.

For example, PHMSA has issued a proposed rulemaking with expansive pipeline leak detection and repair requirements that is proposed to be applicable to gas pipelines, LNG facilities, and underground natural gas storage facilities.

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

In addition, to the

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

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.

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

Reputational risk cannot be managed in isolation from other forms of risk.

In addition, we may experience increased insurance premiums and deductibles, or a decrease in available coverage, for our assets in areas subject to severe weather.

In either case, losses could exceed our insurance coverage and our business, financial condition and results of operations could be adversely affected, perhaps materially.

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

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

Variable-to-fixed interest rate swap agreements covering an additional $1.25 billion of our consolidated debt will expire at the end of 2023.

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

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.

such as a pipeline leak, could have a material adverse effect on our business, financial position, results of operations and prospects.

The majority of compliance costs relate to pipeline integrity testing and repairs and reconfirmation of the maximum allowable operating pressure on our gas pipelines.

on their use, which in turn could adversely affect demand for our products and services.

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

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

It is unclear (i) whether these or similar changes will occur, (ii) if such changes occur, when such changes will become effective, and (iii)

whether such changes will have a material adverse effect on our business, profitability, financial position, results of operations, or cash flows.

“*Business and Properties—Narrative Description of Business—Business Strategy;*” (ii) a description of developments during [removed: 2022,] [added: 2023,] found in Items 1 and 2.

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

Following are [removed: significant] acquisitions [removed: and dispositions] [added: we made] during the reporting [removed: periods.][added: period.]

[removed: See Note 3,] “Acquisitions and Divestitures” to our consolidated financial statements for further information on these transactions.

[removed: 2023] [added: 2024] Dividends and Discretionary Capital

We expect to declare dividends of [removed: $1.13] [added: $1.15] per share for [removed: 2023,] [added: 2024,] a 2% increase from the [removed: 2022] [added: 2023] declared dividends of [removed: $1.11] [added: $1.13] per share.

We also expect to invest [removed: $2.1] [added: $2.3] billion in expansion projects and contributions to joint ventures, or discretionary capital [removed: expenditures] [added: expenditures,] during [removed: 2023.][added: 2024.]

The expectations for [removed: 2023] [added: 2024] discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance.

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

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

[added: For discussion on our hedging activities and related] sensitivities to our estimates, see Note 14 [removed: *“*Risk Management*”*] [added: “Risk Management”] to our consolidated financial statements and Item 7A.

[removed: *“Quantitative] [added: “*Quantitative] and Qualitative Disclosures About Market [removed: Risk,”*] [added: Risk*,”] respectively.

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

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

Actual results may differ from the assumptions included in these calculations, and as a result, our estimates associated with our pension and OPEB [added: obligations] can be, and have been revised in subsequent periods.

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: 2022:][added: 2023:]

| | | | | | | Net benefit cost [removed: (income)] [added: (credit)] | | | | | | [removed: Change in funded status(a)] [added: Funded status] | | | | | | Net benefit cost [removed: (income)] [added: (credit)] | | | | | | [removed: Change in funded] [added: Funded] status(a) | | |

| Discount rates | | | | | | $ | [removed: (13)] [added: (9)] | | | | | $ | [removed: 145] [added: 133] | | | | | $ | — | | | | | $ | [removed: 13] [added: 10] | |

| Expected return on plan assets | | | | | | [removed: (22)] [added: (17)] | | | | | | — | | | | | | [removed: (4)] [added: (3)] | | | | | | — | | |

| Rate of compensation increase | | | | | | [removed: 3] [added: 2] | | | | | | [removed: (9)] [added: (10)] | | | | | | — | | | | | | — | | |

| Discount rates | | | | | | [removed: 15] [added: 11] | | | | | | [removed: (169)] [added: (155)] | | | | | | — | | | | | | [removed: (15)] [added: (11)] | | |

| Expected return on plan assets | | | | | | [removed: 22] [added: 17] | | | | | | — | | | | | | [removed: 4] [added: 3] | | | | | | — | | |

| Rate of compensation increase | | | | | | [removed: (3)] [added: (2)] | | | | | | [removed: 8] [added: 9] | | | | | | — | | | | | | — | | |

As described in further detail below, our management evaluates our performance primarily using [removed: the GAAP financial measures of] [added: Net income attributable to Kinder Morgan, Inc. and] Segment [removed: EBDA] [added: earnings before DD&A expenses, including amortization of excess cost of equity investments, (EBDA)] (as presented in Note [removed: 16,] [added: 16] “Reportable Segments”) [removed: and Net income attributable to Kinder Morgan, Inc.,] along with the non-GAAP financial measures of Adjusted [removed: Earnings] [added: Net income attributable to Common Stock,] and [removed: DCF,] [added: distributable cash flow (DCF),] both in the aggregate and per share for each, Adjusted Segment EBDA, Adjusted [removed: EBITDA] [added: Net income attributable to Kinder Morgan, Inc., Adjusted earnings before interest, income taxes, DD&A expenses, including amortization of excess cost of equity investments, (EBITDA)] and Net Debt.

The Consolidated Earnings Results for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] present [removed: Segment EBDA and] Net income attributable to Kinder Morgan, Inc., [removed: which are] [added: as] prepared and presented in accordance with [removed: GAAP.][added: GAAP, and Segment EBDA, which is disclosed in Note 16 “Reportable Segments” pursuant to FASB ASC 280.]

[removed: Management compensates for] [added: comparable GAAP measures identified in] the [removed: limitations] [added: descriptions] of [removed: these] [added: consolidated] non-GAAP [removed: financial] measures [removed: by reviewing our comparable GAAP measures,] [added: below,] understanding the differences between the measures and taking this information into account in its analysis and its [removed: decision making] [added: decision-making] processes.

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, unsettled commodity hedges and asset impairments), or (ii) by their nature are separately identifiable from our normal business operations and in [removed: our view] [added: most cases] are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation and casualty losses).

[removed: We also include adjustments related to joint ventures (see “Amounts from Joint Ventures” below and] [added: (See] the tables included in [removed: *“—Consolidated Earnings Results (GAAP)—Certain Items Affecting Consolidated Earnings Results,”*] *“—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. [removed: (GAAP)] to Adjusted [removed: EBITDA”] [added: Net Income Attributable to Kinder Morgan, Inc.,” “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to DCF”] and “—Non-GAAP Financial [removed: Measures—Supplemental Information”*] [added: Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA”*] below).

[removed: In addition,] [added: The following table summarizes our] Certain Items [added: for the years ended December 31, 2023 and 2022, which] are [added: also] described in more detail in the footnotes to tables included in *“—Segment Earnings Results”* [removed: and *“—DD&A, General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests”*] below.

Adjusted [removed: Earnings] [added: Net Income Attributable to Kinder Morgan, Inc. (previously referred to as “Adjusted Earnings”)] is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items.

[removed: We believe the GAAP measure most directly comparable to] Adjusted [removed: Earnings is Net income attributable to Kinder Morgan, Inc. Adjusted Earnings per share uses Adjusted Earnings and] [added: EPS] applies the same two-class method used in arriving at basic earnings per share.

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

DCF is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain [removed: Items (Adjusted Earnings),] [added: Items,] and further [removed: by] [added: for] DD&A and amortization of excess cost of equity investments, income tax expense, cash taxes, sustaining capital expenditures and other items.

We also [removed: include] [added: adjust] amounts from joint ventures for income taxes, [removed: DD&A] [added: DD&A, cash taxes] and sustaining capital expenditures (see “Amounts from Joint Ventures” below).

DCF is a significant performance measure [removed: useful to management] [added: used by us, investors] and [added: other] external users of our financial statements [removed: in evaluating] [added: to evaluate] our performance and [removed: in measuring] [added: to measure] and [removed: estimating] [added: estimate] the ability of our assets to generate [removed: cash] [added: economic] earnings after [removed: servicing our debt,] paying [added: interest expense, paying] cash taxes and expending sustaining [removed: capital, that could be used for discretionary purposes such as dividends, stock repurchases, retirement of debt, or expansion capital expenditures.][added: capital.]

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

We believe Adjusted Segment EBDA is a useful performance metric because it provides [removed: management] [added: management, investors] and [added: other] external users of our financial statements additional insight into [added: performance trends across our business segments, our segments’ relative contributions to our consolidated performance and] the ability of our segments to generate [removed: cash] earnings on an ongoing basis.

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

We believe the GAAP measure most directly comparable to Adjusted EBITDA is Net income attributable to Kinder Morgan, Inc. See [removed: *“—Adjusted Segment EBDA to Adjusted EBITDA to DCF”* and] *“—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. [removed: (GAAP)] to Adjusted EBITDA”* below*.*

Acquisitions

See Note 3.

| STX Midstream acquisition $1,831 million *(December 2023)* | | | We acquired the STX Midstream pipeline system consisting of a set of integrated, large diameter high pressure natural gas pipelines in the Eagle Ford basin, including the Eagle Ford Transmission system, a 90% interest in NET Mexico Pipeline LLC and a 50% interest in Dos Caminos, LLC. Approximately 75% of the business is supported by take-or-pay contracts. | | | Natural Gas Pipelines *(Midstream activities)* | | |

| Diamond M Field acquisition $13 million *(June 2023)* | | | We acquired the Diamond M Field asset which is located directly adjacent to our existing SACROC field. The field is currently under waterflood but is expected to be very receptive to CO2 flooding given its proximity to SACROC. We expect to begin implementation of enhanced oil recovery in 2024. | | | CO2 *(Oil and Gas Producing activities)* | | |

“*Risk Factors*” for more information.

Fair value calculated for the purpose of testing our long-lived assets, including intangible assets, goodwill and equity method investments,

The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles.

Management compensates for the limitations of our consolidated non-GAAP financial measures by reviewing our

We also include adjustments related to joint ventures (see “Amounts from Joint Ventures” below).

| Change in fair value of derivative contracts(a) | | | (126) | | | | | | 57 | | |

| Loss on impairment | | | 67 | | | | | | — | | |

Includes the impact of KMI’s income tax provision on Certain Items affecting earnings from equity investments and is separate from the related tax provision recognized at the investees by the joint ventures which are also taxable entities.

(c)2023 amount represents pension cost adjustments related to settlements made by our pension plans.

(d)2023 and 2022 amounts include the following amounts reported within “Earnings from equity investments” on the accompanying consolidated statements of income: (i) none and $1 million, respectively, included within “Change in fair value of derivative contracts” and (ii) $67 million, for the 2023 period only, included within “Loss on impairment” for a non-cash impairment related to our investment in Double Eagle Pipeline LLC in our Products Pipelines business segment (see Note 4 “Losses and Gains on Divestitures, Impairments and Other Write-downs*—Impairments—Investments*”).

(e)2023 and 2022 amounts include, in the aggregate, $(7) million and $(11) million, respectively, included within “Interest, net” on the accompanying consolidated statements of income which consist of none and $(15) million, respectively, of “Fair value amortization” and $(7) million and $4 million, respectively, of “Change in fair value of derivative contracts.”

Adjusted Net Income Attributable to Kinder Morgan, Inc. is used by us, investors and other external users of our financial statements as a supplemental measure that provides decision-useful information regarding our period-over-period performance and ability to generate earnings that are core to our ongoing operations.

We believe the GAAP measure most directly comparable to Adjusted Net Income Attributable to Kinder Morgan, Inc. is Net income attributable to Kinder Morgan, Inc. See *“—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Kinder Morgan, Inc.”*

Adjusted Net Income Attributable to Common Stock and Adjusted EPS

Adjusted Net Income Attributable to Common Stock is calculated by adjusting Net income attributable to Kinder Morgan, Inc., the most comparable GAAP measure, for Certain Items, and further for net income allocated to participating securities and adjusted net income in excess of distributions for participating securities.

We are adopting Adjusted Net Income Attributable to

Common Stock because we believe it allows for calculation of adjusted earnings per share (Adjusted EPS) on the most comparable basis with earnings per share, the most comparable GAAP measure to Adjusted EPS.

Adjusted EPS is calculated as Adjusted Net Income Attributable to Common Stock divided by our weighted average shares outstanding.

Adjusted EPS is used by us, investors and other external users of our financial statements as a per-share supplemental measure that provides decision-useful information regarding our period-over-period performance and ability to generate earnings that are core to our ongoing operations.

DCF provides additional insight into the specific costs associated with our assets in the current period and facilitates period-to-period comparisons of our performance from ongoing business activities.

DCF is also used by us, investors, and other external users to compare the performance of companies across our industry.

DCF per share serves as the primary financial performance target for purposes of annual bonuses under our annual incentive compensation program and for performance-based vesting of equity compensation grants under our long-term incentive compensation program.

Adjusted Segment EBDA is also used as a factor in determining compensation under our annual incentive compensation program for our business segment presidents and other business segment employees.

See *“—Non-GAAP Financial Measures—Reconciliation of Segment EBDA to Adjusted Segment EBDA”* below.

Adjusted EBITDA is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items and further for DD&A and amortization of excess cost of equity investments, income tax expense and interest.

Management and external users also use Adjusted EBITDA as an important metric to compare the valuations of companies across our industry.

Our ratio of Net Debt-to-Adjusted EBITDA is used as a supplemental performance target for purposes of our annual incentive compensation program.

non-controlling interests.

Our ratio of Net Debt-to-Adjusted EBITDA is also used as a supplemental performance target for purposes of our annual incentive compensation program.

| Revenues | | | $ | 15,334 | | | | | $ | 19,200 | | | | | $ | (3,866) | | | | | (20) | | % |

| Operating Costs, Expenses and Other | | | | | | | | | | | | | | | | | | | | | | | |

| Costs of sales (exclusive of items shown separately below) | | | (4,938) | | | | | | (9,255) | | | | | | 4,317 | | | | | | 47 | | % |

| Operations and maintenance | | | (2,807) | | | | | | (2,655) | | | | | | (152) | | | | | | (6) | | % |

| DD&A | | | (2,250) | | | | | | (2,186) | | | | | | (64) | | | | | | (3) | | % |

| Taxes, other than income taxes | | | (421) | | | | | | (441) | | | | | | 20 | | | | | | 5 | | % |

| Other (expense) income, net | | | (2) | | | | | | 7 | | | | | | (9) | | | | | | (129) | | % |

Significant Acquisitions and Dispositions

| 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)* | | |

February 2021 Winter Storm

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

See “—Segment Earnings Results” below.

Please read our Item 1A.

Furthermore, we plan to provide updates to these 2022 expectations when we believe previously disclosed expectations no longer have a reasonable basis.

For discussion on our hedging activities and related

Income Taxes

Adjusted Earnings

Adjusted Earnings is used by us and certain external users of our financial statements to assess the earnings of our business excluding Certain Items as another reflection of our ability to generate earnings.

We believe the GAAP measure most directly comparable to Adjusted Segment EBDA is Segment EBDA.

See *“—Consolidated Earnings Results (GAAP)—Certain Items Affecting Consolidated Earnings Results”* for a reconciliation of Segment EBDA to Adjusted Segment EBDA by business segment.

Adjusted EBITDA is calculated by adjusting EBITDA for Certain Items.

Therefore, we believe Adjusted EBITDA is useful to investors.

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

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

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

| Total segment EBDA | | | 7,702 | | | | | | 6,547 | | | | | | 1,155 | | | | | | 18 | | % |

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

The increase was primarily due to the $1,600 million non-cash impairment loss and associated income tax benefit in 2021 related to South Texas gathering and processing assets within our Natural Gas Pipeline segment and higher earnings across all of our business segments partially offset by the benefit in the 2021 period of $1,092 million for largely nonrecurring pre-tax earnings related to the February 2021 winter storm, mostly impacting the earnings from our Natural Gas Pipelines and CO2 business segments.

*Certain Items Affecting Consolidated Earnings Results*

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

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

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

| | | | GAAP | | | | | | Certain Items | | | | | | Adjusted | | | | | | GAAP | | | | | | Certain Items | | | | | | Adjusted | | | | | | Adjusted amounts increase/(decrease) to earnings | | |

| Natural Gas Pipelines | | | $ | 4,801 | | | | | $ | 141 | | | | | $ | 4,942 | | | | | $ | 3,815 | | | | | $ | 1,648 | | | | | $ | 5,463 | | | | | $ | (521) | |

| Products Pipelines | | | 1,107 | | | | | | — | | | | | | 1,107 | | | | | | 1,064 | | | | | | 53 | | | | | | 1,117 | | | | | | (10) | | |

| Terminals | | | 975 | | | | | | — | | | | | | 975 | | | | | | 908 | | | | | | 42 | | | | | | 950 | | | | | | 25 | | |

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

| Total Segment EBDA(a) | | | 7,702 | | | | | | 130 | | | | | | 7,832 | | | | | | 6,547 | | | | | | 1,737 | | | | | | 8,284 | | | | | | (452) | | |

| Income before income taxes | | | 3,335 | | | | | | 125 | | | | | | 3,460 | | | | | | 2,219 | | | | | | 1,711 | | | | | | 3,930 | | | | | | (470) | | |

| Net income | | | 2,625 | | | | | | 88 | | | | | | 2,713 | | | | | | 1,850 | | | | | | 1,220 | | | | | | 3,070 | | | | | | (357) | | |

| Net income attributable to noncontrolling interests(a) | | | (77) | | | | | | — | | | | | | (77) | | | | | | (66) | | | | | | — | | | | | | (66) | | | | | | (11) | | |

(a)For a more detailed discussion of these Certain Items, see the footnotes to the tables within “*—Segment Earnings Results*” *and* “*—DD&A, General and Administrative and Corporate Charges, Interest, net and Noncontrolling Interests*” below.

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 | | |

| Commodity derivative | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Crude oil | | | | | | $ | [removed: 157] [added: 127] | | | | | $ | [removed: 135] [added: 157] | |

| Natural gas | | | | | | [removed: 49] [added: 28] | | | | | | [removed: 36] [added: 49] | | |

| NGL | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 8] [added: 5] | | |

| Total | | | | | | $ | [removed: 211] [added: 159] | | | | | $ | [removed: 179] [added: 211] | |

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | |

| Fixed rate debt(b) | | | $ | [removed: 31,474] [added: 30,063] | | | | | $ | [removed: 29,756] [added: 29,317] | | | | | $ | [removed: 33,006] [added: 31,474] | | | | | $ | [removed: 37,459] [added: 29,756] | |

| Variable rate debt | | | $ | [removed: 314] [added: 2,053] | | | | | $ | [removed: 314] [added: 2,053] | | | | | $ | 314 | | | | | $ | [removed: 316] [added: 314] | |

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

| Notional principal amount of fixed-to-variable interest rate swap agreements | | | [removed: 7,500] [added: 6,200] | | | | | | | | | | | | [removed: 7,100] [added: 7,500] | | | | | | | | |

| Debt balances subject to variable interest rates(d) | | | $ | [removed: 6,314] [added: 8,253] | | | | | | | | | | | $ | [removed: 6,924] [added: 6,314] | | | | | | | |

(b)A hypothetical 10% change in the average interest rates applicable to such debt as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] would result in changes of approximately [removed: $1,882] [added: $1,889] million and [removed: $1,614] [added: $1,882] million, respectively, in the estimated fair values of these instruments.

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

(d)A hypothetical 10% change in the weighted average interest rate on all of our borrowings (approximately [removed: 48] [added: 58] and [removed: 47] [added: 48] basis [removed: points, respectively,] [added: points] in [removed: 2022] [added: 2023] and [removed: 2021)] [added: 2022, respectively)] when applied to our outstanding balance of variable rate debt as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] including adjustments for the notional swap amounts described in the table above, would result in changes of approximately [removed: $30] [added: $48] million and [removed: $32 million.][added: $30 million, respectively.]

As of December 31, [removed: 2022,] [added: 2023,] including debt converted to variable rates through the use of interest rate swaps but excluding our debt fair value adjustments, approximately [removed: 20%] [added: 26%] of our debt balances were subject to variable interest rates.

As of December 31, [removed: 2022,] [added: 2023,] we had a notional principal amount of $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.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[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: 2022] [added: 2023] was approximately [removed: $33,112,481,840.][added: $33,533,173,723.]

As of February [removed: 7, 2023,] [added: 16, 2024,] the registrant had [removed: 2,248,003,224] [added: 2,219,369,970] shares of Class P common stock outstanding.

Portions of the Registrant’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023,] [added: 2024,] are incorporated into PART III, as specifically set forth in PART III.

| | | | [Information Regarding Forward-Looking [removed: Statements](#ie9663ebf0e4246a0bd69ab6d03595ce7_13)] [added: Statements](#i60e0d1313a89494db3b8cf2e4e5bfb85_13)] | | | [removed: [2](#ie9663ebf0e4246a0bd69ab6d03595ce7_13)] [added: [2](#i60e0d1313a89494db3b8cf2e4e5bfb85_13)] | | |

| [Items 1. and [removed: 2.](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] [added: 2.](#i60e0d1313a89494db3b8cf2e4e5bfb85_19)] | | | [Business and [removed: Properties](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] [added: Properties](#i60e0d1313a89494db3b8cf2e4e5bfb85_19)] | | | [removed: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_19)] [added: [4](#i60e0d1313a89494db3b8cf2e4e5bfb85_19)] | | |

| | | | [General Development of [removed: Business](#ie9663ebf0e4246a0bd69ab6d03595ce7_22)] [added: Business](#i60e0d1313a89494db3b8cf2e4e5bfb85_22)] | | | [removed: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_22)] [added: [4](#i60e0d1313a89494db3b8cf2e4e5bfb85_22)] | | |

| | | | [Recent [removed: Developments](#ie9663ebf0e4246a0bd69ab6d03595ce7_25)] [added: Developments](#i60e0d1313a89494db3b8cf2e4e5bfb85_25)] | | | [removed: [4](#ie9663ebf0e4246a0bd69ab6d03595ce7_25)] [added: [4](#i60e0d1313a89494db3b8cf2e4e5bfb85_25)] | | |

| | | | [Narrative Description of [removed: Business](#ie9663ebf0e4246a0bd69ab6d03595ce7_28)] [added: Business](#i60e0d1313a89494db3b8cf2e4e5bfb85_28)] | | | [removed: [5](#ie9663ebf0e4246a0bd69ab6d03595ce7_28)] [added: [6](#i60e0d1313a89494db3b8cf2e4e5bfb85_28)] | | |

| | | | [Business [removed: Strategy](#ie9663ebf0e4246a0bd69ab6d03595ce7_31)] [added: Strategy](#i60e0d1313a89494db3b8cf2e4e5bfb85_31)] | | | [removed: [5](#ie9663ebf0e4246a0bd69ab6d03595ce7_31)] [added: [6](#i60e0d1313a89494db3b8cf2e4e5bfb85_31)] | | |

| | | | [Business [removed: Segments](#ie9663ebf0e4246a0bd69ab6d03595ce7_34)] [added: Segments](#i60e0d1313a89494db3b8cf2e4e5bfb85_34)] | | | [removed: [6](#ie9663ebf0e4246a0bd69ab6d03595ce7_34)] [added: [6](#i60e0d1313a89494db3b8cf2e4e5bfb85_34)] | | |

| | | | [Natural Gas [removed: Pipelines](#ie9663ebf0e4246a0bd69ab6d03595ce7_37)] [added: Pipelines](#i60e0d1313a89494db3b8cf2e4e5bfb85_37)] | | | [removed: [6](#ie9663ebf0e4246a0bd69ab6d03595ce7_37)] [added: [7](#i60e0d1313a89494db3b8cf2e4e5bfb85_37)] | | |

| | | | [Products [removed: Pipelines](#ie9663ebf0e4246a0bd69ab6d03595ce7_40)] [added: Pipelines](#i60e0d1313a89494db3b8cf2e4e5bfb85_40)] | | | [removed: [9](#ie9663ebf0e4246a0bd69ab6d03595ce7_40)] [added: [10](#i60e0d1313a89494db3b8cf2e4e5bfb85_40)] | | |

| | | | [Major [removed: Customers](#ie9663ebf0e4246a0bd69ab6d03595ce7_49)] [added: Customers](#i60e0d1313a89494db3b8cf2e4e5bfb85_49)] | | | [removed: [15](#ie9663ebf0e4246a0bd69ab6d03595ce7_49)] [added: [16](#i60e0d1313a89494db3b8cf2e4e5bfb85_49)] | | |

| | | | [Industry [removed: Regulation](#ie9663ebf0e4246a0bd69ab6d03595ce7_52)] [added: Regulation](#i60e0d1313a89494db3b8cf2e4e5bfb85_52)] | | | [removed: [16](#ie9663ebf0e4246a0bd69ab6d03595ce7_52)] [added: [17](#i60e0d1313a89494db3b8cf2e4e5bfb85_52)] | | |

| | | | [Human [removed: Capital](#ie9663ebf0e4246a0bd69ab6d03595ce7_58)] [added: Capital](#i60e0d1313a89494db3b8cf2e4e5bfb85_58)] | | | [removed: [21](#ie9663ebf0e4246a0bd69ab6d03595ce7_58)] [added: [22](#i60e0d1313a89494db3b8cf2e4e5bfb85_58)] | | |

| | | | [Properties and [removed: Rights](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[\-](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[of](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[\-](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)[Way](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)] [added: Rights-of-Way](#i60e0d1313a89494db3b8cf2e4e5bfb85_61)] | | | [removed: [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_61)] [added: [23](#i60e0d1313a89494db3b8cf2e4e5bfb85_61)] | | |

| | | | [Available [removed: Information](#ie9663ebf0e4246a0bd69ab6d03595ce7_67)] [added: Information](#i60e0d1313a89494db3b8cf2e4e5bfb85_67)] | | | [removed: [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_67)] [added: [23](#i60e0d1313a89494db3b8cf2e4e5bfb85_67)] | | |

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| [Item [removed: 6.](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] [added: 6.](#i60e0d1313a89494db3b8cf2e4e5bfb85_88)] | | | [removed: [\[Reserved\]](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] [added: [\[Reserved\]](#i60e0d1313a89494db3b8cf2e4e5bfb85_88)] | | | [removed: [36](#ie9663ebf0e4246a0bd69ab6d03595ce7_88)] [added: [39](#i60e0d1313a89494db3b8cf2e4e5bfb85_88)] | | |

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| | | | [Critical Accounting [removed: Estimates](#ie9663ebf0e4246a0bd69ab6d03595ce7_97)] [added: Estimates](#i60e0d1313a89494db3b8cf2e4e5bfb85_97)] | | | [removed: [37](#ie9663ebf0e4246a0bd69ab6d03595ce7_97)] [added: [40](#i60e0d1313a89494db3b8cf2e4e5bfb85_97)] | | |

| | | | [Results of [removed: Operations](#ie9663ebf0e4246a0bd69ab6d03595ce7_100)] [added: Operations](#i60e0d1313a89494db3b8cf2e4e5bfb85_100)] | | | [removed: [39](#ie9663ebf0e4246a0bd69ab6d03595ce7_100)] [added: [42](#i60e0d1313a89494db3b8cf2e4e5bfb85_100)] | | |

| | | | [removed: [Overview](#ie9663ebf0e4246a0bd69ab6d03595ce7_103)] [added: [Overview](#i60e0d1313a89494db3b8cf2e4e5bfb85_103)] | | | [removed: [39](#ie9663ebf0e4246a0bd69ab6d03595ce7_103)] [added: [42](#i60e0d1313a89494db3b8cf2e4e5bfb85_103)] | | |

| | | | [Consolidated Earnings [removed: Results (GAAP)](#ie9663ebf0e4246a0bd69ab6d03595ce7_106)] [added: Results](#i60e0d1313a89494db3b8cf2e4e5bfb85_106)] | | | [removed: [42](#ie9663ebf0e4246a0bd69ab6d03595ce7_106)] [added: [46](#i60e0d1313a89494db3b8cf2e4e5bfb85_106)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#ie9663ebf0e4246a0bd69ab6d03595ce7_109)] [added: Measures](#i60e0d1313a89494db3b8cf2e4e5bfb85_109)] | | | [removed: [44](#ie9663ebf0e4246a0bd69ab6d03595ce7_109)] [added: [48](#i60e0d1313a89494db3b8cf2e4e5bfb85_109)] | | |

| | | | [Segment Earnings [removed: Results](#ie9663ebf0e4246a0bd69ab6d03595ce7_112)] [added: Results](#i60e0d1313a89494db3b8cf2e4e5bfb85_112)] | | | [removed: [47](#ie9663ebf0e4246a0bd69ab6d03595ce7_112)] [added: [52](#i60e0d1313a89494db3b8cf2e4e5bfb85_112)] | | |

| | | | [Liquidity and Capital [removed: Resources](#ie9663ebf0e4246a0bd69ab6d03595ce7_133)] [added: Resources](#i60e0d1313a89494db3b8cf2e4e5bfb85_133)] | | | [removed: [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_133)] [added: [58](#i60e0d1313a89494db3b8cf2e4e5bfb85_133)] | | |

| | | | [removed: [General](#ie9663ebf0e4246a0bd69ab6d03595ce7_136)] [added: [General](#i60e0d1313a89494db3b8cf2e4e5bfb85_136)] | | | [removed: [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_136)] [added: [58](#i60e0d1313a89494db3b8cf2e4e5bfb85_136)] | | |

| | | | [Short-term [removed: Liquidity](#ie9663ebf0e4246a0bd69ab6d03595ce7_139)] [added: Liquidity](#i60e0d1313a89494db3b8cf2e4e5bfb85_139)] | | | [removed: [58](#ie9663ebf0e4246a0bd69ab6d03595ce7_139)] [added: [59](#i60e0d1313a89494db3b8cf2e4e5bfb85_139)] | | |

| | | | [Long-term [removed: Financing](#ie9663ebf0e4246a0bd69ab6d03595ce7_142)] [added: Financing](#i60e0d1313a89494db3b8cf2e4e5bfb85_142)] | | | [removed: [59](#ie9663ebf0e4246a0bd69ab6d03595ce7_142)] [added: [60](#i60e0d1313a89494db3b8cf2e4e5bfb85_142)] | | |

| | | | [Capital [removed: Expenditures](#ie9663ebf0e4246a0bd69ab6d03595ce7_148)] [added: Expenditures](#i60e0d1313a89494db3b8cf2e4e5bfb85_148)] | | | [removed: [59](#ie9663ebf0e4246a0bd69ab6d03595ce7_148)] [added: [60](#i60e0d1313a89494db3b8cf2e4e5bfb85_148)] | | |

| | | | [Off Balance Sheet [removed: Arrangements](#ie9663ebf0e4246a0bd69ab6d03595ce7_151)] [added: Arrangements](#i60e0d1313a89494db3b8cf2e4e5bfb85_151)] | | | [removed: [60](#ie9663ebf0e4246a0bd69ab6d03595ce7_151)] [added: [63](#i60e0d1313a89494db3b8cf2e4e5bfb85_151)] | | |

| | | | [Contractual Obligations and Commercial [removed: Commitments](#ie9663ebf0e4246a0bd69ab6d03595ce7_154)] [added: Commitments](#i60e0d1313a89494db3b8cf2e4e5bfb85_154)] | | | [removed: [61](#ie9663ebf0e4246a0bd69ab6d03595ce7_154)] [added: [63](#i60e0d1313a89494db3b8cf2e4e5bfb85_154)] | | |

| | | | [Cash [removed: Flows](#ie9663ebf0e4246a0bd69ab6d03595ce7_157)] [added: Flows](#i60e0d1313a89494db3b8cf2e4e5bfb85_157)] | | | [removed: [62](#ie9663ebf0e4246a0bd69ab6d03595ce7_157)] [added: [64](#i60e0d1313a89494db3b8cf2e4e5bfb85_157)] | | |

| | | | [Glossary](#i60e0d1313a89494db3b8cf2e4e5bfb85_10) | | | [1](#i60e0d1313a89494db3b8cf2e4e5bfb85_10) | | |

| | | | [PART I](#i60e0d1313a89494db3b8cf2e4e5bfb85_16) | | | | | |

| | | | [Terminals](#i60e0d1313a89494db3b8cf2e4e5bfb85_43) | | | [12](#i60e0d1313a89494db3b8cf2e4e5bfb85_43) | | |

| | | | [CO](#i60e0d1313a89494db3b8cf2e4e5bfb85_46)2 | | | [14](#i60e0d1313a89494db3b8cf2e4e5bfb85_46) | | |

| | | | [Environmental Matters and Safety Regulation](#i60e0d1313a89494db3b8cf2e4e5bfb85_55) | | | [19](#i60e0d1313a89494db3b8cf2e4e5bfb85_55) | | |

| | | | [S](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565)[ec](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565)[u](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565)[r](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565)[ity Regulations](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565) | | | [21](#i60e0d1313a89494db3b8cf2e4e5bfb85_2565) | | |

| [Item 1C.](#i60e0d1313a89494db3b8cf2e4e5bfb85_2504) | | | [Cybersecurity](#i60e0d1313a89494db3b8cf2e4e5bfb85_2504) | | | [36](#i60e0d1313a89494db3b8cf2e4e5bfb85_73) | | |

| | | | [PART II](#i60e0d1313a89494db3b8cf2e4e5bfb85_82) | | | | | |

| | | | [General](#i60e0d1313a89494db3b8cf2e4e5bfb85_94) | | | [40](#i60e0d1313a89494db3b8cf2e4e5bfb85_94) | | |

| | | | [PART III](#i60e0d1313a89494db3b8cf2e4e5bfb85_286) | | | | | |

| | | | [PART IV](#i60e0d1313a89494db3b8cf2e4e5bfb85_304) | | | | | |

| [Signatures](#i60e0d1313a89494db3b8cf2e4e5bfb85_313) | | | | | | [138](#i60e0d1313a89494db3b8cf2e4e5bfb85_313) | | |

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

| Bbl | | | \= | | | barrels | | | LNG | | | \= | | | liquefied natural gas | | |

| BBtu | | | \= | | | billion British Thermal Units | | | MBbl | | | \= | | | thousand barrels | | |

| Bcf | | | \= | | | billion cubic feet | | | MMBbl | | | \= | | | million barrels | | |

| DD&A | | | \= | | | depreciation, depletion and amortization | | | | | | | | | | | |

| FASB | | | \= | | | Financial Accounting Standards Board | | | SEC | | | \= | | | United States Securities and Exchange Commission | | |

| GTE | | | \= | | | gas-to-electric | | | WTI | | | \= | | | West Texas Intermediate | | |

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- changes in technologies, possibly introducing new cybersecurity risks and other new risks inherent in the use, either by us or our counterparties, of new technologies in the developmental stage including, without limitation, generative artificial intelligence;

| STX Midstream pipeline system acquisition | | | | | | Acquired a set of integrated, large diameter, high pressure natural gas pipeline systems that connect the Eagle Ford basin to growing Mexico and Gulf Coast demand markets with the purchase of the STX Midstream pipeline system from NextEra Energy Partners, LP. These pipeline systems include the Eagle Ford Transmission system, a 90% interest in the NET Mexico Pipeline LLC and a 50% interest in Dos Caminos, LLC. | | | | | | Acquired in December 2023. | | | | | | $1,831 million | | |

| TVA Cumberland | | | | | | Project includes a new 32-mile pipeline to transport approximately 0.245 Bcf/d of natural gas from the existing TGP system to Tennessee Valley Authority’s (TVA) proposed 1,450 megawatt generation facility at an existing site in Cumberland, Tennessee. | | | | | | Expected in-service date is August 2025, pending receipt of all required permits and clearances. | | | | | | $181 million | | |

| KMTP system expansion | | | | | | Expansion project includes a new 30-mile, 30-inch pipeline, to deliver up to 0.5 Bcf/d of Eagle Ford natural gas supply to markets along the Texas Gulf Coast and Mexico. Expansion will provide transportation services, including treating, for Kimmeridge Texas Gas and other third parties. Supported by a long-term contract. | | | | | | Expected in-service date is November 2024. | | | | | | $180 million | | |

| Central Texas pipeline | | | | | | Project includes installation of 22 miles of 30-inch pipeline from PHP to Sand Hill Lateral, 1.75 miles of 20-inch pipeline from Sand Hill Lateral to Texas Gas Services and three meter stations and one regulator station. | | | | | | Expected in-service date is fourth quarter of 2024. | | | | | | $115 million | | |

| Tejas South to North expansion | | | | | | South Texas to Houston Market expansion project to add compression on Tejas’ mainline to increase natural gas deliveries by approximately 0.35 Bcf/d to Houston markets. | | | | | | Expected in-service date is third quarter of 2024. | | | | | | $97 million | | |

| *CO2* | | | | | | | | | | | | | | | | | | | | |

| Diamond M expansion | | | | | | Enhanced oil recovery expansion at our recently acquired Diamond M field that will result in peak oil production of over 5,000 Bbl/d. | | | | | | Expected in-service date for the first phase is late 2024, second phase is mid 2025, and peak production in 2026. | | | | | | $180 million | | |

*Financings and Share Repurchases*

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

| Asset | | | | | | Ownership Interest | | | | | | Miles of Pipeline | | | | | | Design (Bcf/d) \[(MBbl/d)\] Capacity | | | | | | Storage (Bcf) \[Processing (Bcf/d)\] Capacity | | |

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

| PHP | | | | | | 27.74 | | % | | | | 435 | | | | | | 2.65 | | | | | | — | | |

| KinderHawk | | | | | | 100 | | % | | | | 570 | | | | | | 2.40 | | | | | | — | | |

| Greenholly Gathering | | | | | | 39.25 | | % | | | | 40 | | | | | | 1.15 | | | | | | — | | |

| Eagle Ford Transmission system | | | | | | 100 | | % | | | | 160 | | | | | | 1.05 | | | | | | — | | |

| NET Mexico | | | | | | 90 | | % | | | | 120 | | | | | | 2.15 | | | | | | — | | |

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

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

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

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

| | | | [Environmental Matters](#ie9663ebf0e4246a0bd69ab6d03595ce7_55) | | | [19](#ie9663ebf0e4246a0bd69ab6d03595ce7_55) | | |

| | | | [Financial Information about Geographic Areas](#ie9663ebf0e4246a0bd69ab6d03595ce7_64) | | | [22](#ie9663ebf0e4246a0bd69ab6d03595ce7_64) | | |

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

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

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

| | | | [Income Taxes](#ie9663ebf0e4246a0bd69ab6d03595ce7_130) | | | [57](#ie9663ebf0e4246a0bd69ab6d03595ce7_130) | | |

| | | | [Counterparty Creditworthiness](#ie9663ebf0e4246a0bd69ab6d03595ce7_145) | | | [59](#ie9663ebf0e4246a0bd69ab6d03595ce7_145) | | |

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

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

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

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

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

| Bcf | | | \= | | | billion cubic feet | | | LLC | | | \= | | | limited liability company | | |

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

| NYMEX | | | \= | | | New York Mercantile Exchange | | | | | | | | | | | |

| EBDA | | | \= | | | earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments | | | ROU | | | \= | | | Right-of-Use | | |

| EBITDA | | | \= | | | earnings before interest, income taxes, depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments | | | SEC | | | \= | | | United States Securities and Exchange Commission | | |

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

| FASB | | | \= | | | Financial Accounting Standards Board | | | WTI | | | \= | | | West Texas Intermediate | | |

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

| 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 | | |

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

*Financings*

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

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

| Ruby(c) | | | | | | 50 | | % | | | | 685 | | | | | | 1.53 | | | | | | — | | | | | | | | |

| PHP | | | | | | 26.67 | | % | | | | 435 | | | | | | 2.10 | | | | | | — | | | | | | | | |

| KinderHawk | | | | | | 100 | | % | | | | 535 | | | | | | 2.35 | | | | | | — | | | | | | | | |

| North Texas | | | | | | 100 | | % | | | | 530 | | | | | | 0.14 | | | | | | — | | | | | | | | |

(c)As of December 31, 2022, we operated Ruby and owned an effective 50% interest.

Ruby is not included on the map above.

On January 13, 2023, a bankruptcy court confirmed a plan of reorganization satisfactory to all interested parties regarding Ruby which involved the sale of Ruby, and subsequently we no longer hold an interest in Ruby.

For further information regarding Ruby’s bankruptcy filing, see Note 4 “Gains and Losses on Divestitures, Impairments and Other Write-downs*—Ruby Chapter 11 Bankruptcy Filing.*”

Cybersecurity Risk Management and Strategy

We employ a comprehensive strategy for identifying and addressing cybersecurity risks that is aligned with the U.S. Department of Commerce’s National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity.

This framework outlines standards and practices to promote the protection of critical infrastructure.

We utilize a risk-based approach that focuses on critical systems where failure or exploitation could potentially impact the safety or reliability of our key assets or operations.

Cybersecurity risks are integrated into our overall risk management processes, including, for example, quarterly security briefings with senior management, tabletop exercises with operations, finance and other company personnel, and by employing a continuous improvement model for our cyber protection strategy that is aligned with the DHS’s National Infrastructure Protection Plan risk management framework.

Our management team has engaged third-party experts to provide guidance related to management of supply chain cybersecurity risks.

Our strategy includes both short- and long-term initiatives to increase the security surrounding our assets and is supplemented using third-party threat monitoring, rigorous security protocols, and government partnerships.

We perform cybersecurity assessments with respect to third parties who provide critical services or who have access to or store critical confidential data.

We have not identified any cybersecurity threats that have materially impaired or are reasonably likely to materially impair our operations or financial standing.

Please read Item 1A.

“*Risk Factors—Risks Related to Our Business—A breach of information security or 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.*” and “ *Attacks, including acts of terrorism or cyber sabotage, or the threat of such attacks, may adversely affect our business or reputation.*” for discussions of risks from cybersecurity threats we face.

*Measures We Take to Monitor and our Procedures for Responding to Data Breaches or Cyberattacks*

We have made investments to address data and cybersecurity risks.

These investments include our use of continuous third-party security monitoring of our network perimeters, advanced persistent threat group monitoring to keep us informed of emerging serious threats, standardization of our network security architecture which separates business and supervisory control and data acquisition (SCADA) networks, and security information and event management software systems.

Our critical business systems are fully redundant and backed up at separate locations.

Separate business and SCADA networks allow for isolation of potential threats and enhances the security of these systems.

Our security systems correlate security events and aggregate security-related incident data, such as malware activity and other possible malicious activities.

This system sends alerts if the data analysis shows that an activity could be a potential security issue.

Security functionality is continuously monitored by our network operations center, and our network traffic is analyzed for signs of malicious activity through the CyberSentry program, which is managed by DHS’s Cybersecurity and Infrastructure Security Agency and a third-party security operations center, which operates continuously.

We maintain a dedicated SCADA group within our IT department to evaluate and respond to significant events and incidents that may impact our operations.

Anti-virus solutions are deployed on the SCADA systems and workstations in our data centers and control centers.

Our processes and cybersecurity plans are part of our overall emergency response plans, and we conduct simulated exercise drills, including with multiple U.S. government agencies and peer companies, to enhance our preparedness and provide for continual process improvement.

If data and network defenses are bypassed, processes detailed in our Cyber Incident Response Plan would help identify, contain and eradicate threats and bring our systems back online if needed.

Additionally, the plan requires that the appropriate level of our management be made aware of incidents and be updated as the situation warrants.

*Vulnerability Assessments and Penetration Testing*

We hire an independent third-party cybersecurity firm to perform penetration testing annually.

The third-party checks for vulnerabilities on our external and internal network perimeters.

If vulnerabilities are found, corrective actions are implemented to remediate any issues.

*Government and Industry Group Engagement*

We engage with a wide variety of government agencies and industry groups to enable cross-sharing of information and to identify opportunities to improve our security, including active participation in IT Sector Coordinating Councils and attendance at classified briefings and security architecture reviews hosted by the U.S. Department of Energy, the U.S. Federal Bureau of Investigation and DHS.

Partnership with these agencies provides us with intelligence on a wide range of critical infrastructure protection and cybersecurity issues as well as an opportunity to exchange best practices.

*Employee Training*

Our employees are required to take annual cyber and physical security training designed to help employees guard our cyber and physical data.

Employees are tested on this training and cybersecurity performance is considered in annual employee performance reviews.

Cybersecurity Governance Structures

*Management’s Role in Managing Cybersecurity Risk*

We are committed to protecting sensitive information and have a dedicated cybersecurity group within our IT department that is overseen by our Chief Information Officer.

This group provides a quarterly cybersecurity report to our senior management, including the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief

Administrative Officer, Chief Information Officer, General Counsel, business segment Presidents and the Vice President—Corporate Security.

This senior management team is involved in all significant cybersecurity decisions, including efforts undertaken to comply with the security directives issued by the TSA.

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 [removed: Wall Street Reform and Consumer Protection Act (Dodd-Frank).][added: Act.]

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 [added: the] Dodd-Frank [added: Act] for the year ended December 31, [removed: 2022.][added: 2023.]

As of February [removed: 7, 2023,] [added: 15, 2024,] we had [removed: 9,941] [added: 9,540] holders of [added: record 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.

(During the quarter ended December 31, [removed: 2022)][added: 2023)]

| 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) | | | | | | [removed: Maximum number (or approximate] [added: Approximate] dollar [removed: value)] [added: value] of securities that may yet be purchased under the plans or programs(a) | | |

(a)On July 19, 2017, our [removed: board of directors] [added: Board] approved a $2 billion common share buy-back program.

On January 18, 2023, our [removed: board of directors] [added: Board] approved an increase in our share repurchase authorization to $3 billion from $2 [removed: 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.

Our Class P common stock is listed for trading on the NYSE under the symbol “KMI.”

For information about our expectations regarding dividends, please see Item 7.

“*Management’s Discussion and Analysis of Financial Condition and Results of Operations—General—2024 Dividends and Discretionary Capital*.”

| October 1 to October 31, 2023 | | | | | | 5,706,428 | | | | | | $ | 16.41 | | | | | 5,706,428 | | | | | | $ | 1,574,253,794 | |

| November 1 to November 30, 2023 | | | | | | 2,386,705 | | | | | | 16.26 | | | | | | 2,386,705 | | | | | | 1,535,434,677 | | |

| December 1 to December 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,535,434,677 | | |

| Total | | | | | | 8,093,133 | | | | | | $ | 16.37 | | | | | 8,093,133 | | | | | | $ | 1,535,434,677 | |

Subsequent to December 31, 2023 and through February 16, 2024, we repurchased less than 1 million shares at an average price of $16.50 for $7 million.

| 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 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie9663ebf0e4246a0bd69ab6d03595ce7_223)] [added: Firm](#i60e0d1313a89494db3b8cf2e4e5bfb85_187)] | | | | | | (PCAOB ID: 238) | | | [removed: [69](#ie9663ebf0e4246a0bd69ab6d03595ce7_223)] [added: [71](#i60e0d1313a89494db3b8cf2e4e5bfb85_187)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021 and 2020](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)] [added: 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[3](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[, 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[2](#i60e0d1313a89494db3b8cf2e4e5bfb85_190) [and 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)1] | | | | | | | | | [removed: [71](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)] [added: [74](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_229) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)] [added: 31,](#i60e0d1313a89494db3b8cf2e4e5bfb85_193) [202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[3](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[, 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[2](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)] [and [removed: 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20] [added: 20](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)21] | | | | | | | | | [removed: [72](#ie9663ebf0e4246a0bd69ab6d03595ce7_229)] [added: [75](#i60e0d1313a89494db3b8cf2e4e5bfb85_193)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)] [added: 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_196)[3](#i60e0d1313a89494db3b8cf2e4e5bfb85_196)] [and [removed: 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)1] [added: 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_196)2] | | | | | | | | | [removed: [73](#ie9663ebf0e4246a0bd69ab6d03595ce7_232)] [added: [76](#i60e0d1313a89494db3b8cf2e4e5bfb85_196)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_235) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)] [added: 31,](#i60e0d1313a89494db3b8cf2e4e5bfb85_199) [202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[3](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[, 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[2](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)] [and [removed: 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20] [added: 20](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)21] | | | | | | | | | [removed: [74](#ie9663ebf0e4246a0bd69ab6d03595ce7_235)] [added: [77](#i60e0d1313a89494db3b8cf2e4e5bfb85_199)] | | |

| [Consolidated Statements of Stockholders’ Equity as of and for the years ended December [removed: 31,](#ie9663ebf0e4246a0bd69ab6d03595ce7_238) [202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[2](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[, 202](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)[1](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)] [added: 31,](#i60e0d1313a89494db3b8cf2e4e5bfb85_202) [202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[3](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[, 202](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)[2](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)] [and [removed: 20](#ie9663ebf0e4246a0bd69ab6d03595ce7_226)20] [added: 20](#i60e0d1313a89494db3b8cf2e4e5bfb85_190)21] | | | | | | | | | [removed: [76](#ie9663ebf0e4246a0bd69ab6d03595ce7_238)] [added: [79](#i60e0d1313a89494db3b8cf2e4e5bfb85_202)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie9663ebf0e4246a0bd69ab6d03595ce7_241)] [added: Statements](#i60e0d1313a89494db3b8cf2e4e5bfb85_205)] | | | | | | | | | [removed: [77](#ie9663ebf0e4246a0bd69ab6d03595ce7_241)] [added: [80](#i60e0d1313a89494db3b8cf2e4e5bfb85_205)] | | |

| [Note [removed: 2.](#ie9663ebf0e4246a0bd69ab6d03595ce7_247)] [added: 2.](#i60e0d1313a89494db3b8cf2e4e5bfb85_211)] | | | [Summary of Significant Accounting [removed: Policies](#ie9663ebf0e4246a0bd69ab6d03595ce7_247)] [added: Policies](#i60e0d1313a89494db3b8cf2e4e5bfb85_211)] | | | | | | [removed: [77](#ie9663ebf0e4246a0bd69ab6d03595ce7_247)] [added: [80](#i60e0d1313a89494db3b8cf2e4e5bfb85_211)] | | |

| [Note [removed: 3.](#ie9663ebf0e4246a0bd69ab6d03595ce7_250)] [added: 3.](#i60e0d1313a89494db3b8cf2e4e5bfb85_214)] | | | [Acquisitions and [removed: Divestitures](#ie9663ebf0e4246a0bd69ab6d03595ce7_250)] [added: Divestitures](#i60e0d1313a89494db3b8cf2e4e5bfb85_214)] | | | | | | [removed: [87](#ie9663ebf0e4246a0bd69ab6d03595ce7_250)] [added: [90](#i60e0d1313a89494db3b8cf2e4e5bfb85_214)] | | |

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

| [Note [removed: 5.](#ie9663ebf0e4246a0bd69ab6d03595ce7_256)] [added: 5.](#i60e0d1313a89494db3b8cf2e4e5bfb85_220)] | | | [Income [removed: Taxes](#ie9663ebf0e4246a0bd69ab6d03595ce7_256)] [added: Taxes](#i60e0d1313a89494db3b8cf2e4e5bfb85_220)] | | | | | | [removed: [92](#ie9663ebf0e4246a0bd69ab6d03595ce7_256)] [added: [94](#i60e0d1313a89494db3b8cf2e4e5bfb85_220)] | | |

| [Note [removed: 6.](#ie9663ebf0e4246a0bd69ab6d03595ce7_259)] [added: 6.](#i60e0d1313a89494db3b8cf2e4e5bfb85_223)] | | | [Property, Plant and Equipment, [removed: net](#ie9663ebf0e4246a0bd69ab6d03595ce7_259)] [added: net](#i60e0d1313a89494db3b8cf2e4e5bfb85_223)] | | | | | | [removed: [95](#ie9663ebf0e4246a0bd69ab6d03595ce7_259)] [added: [97](#i60e0d1313a89494db3b8cf2e4e5bfb85_223)] | | |

| [Note [removed: 10.](#ie9663ebf0e4246a0bd69ab6d03595ce7_271)] [added: 10.](#i60e0d1313a89494db3b8cf2e4e5bfb85_235)] | | | [Share-based Compensation and Employee [removed: Benefits](#ie9663ebf0e4246a0bd69ab6d03595ce7_271)] [added: Benefits](#i60e0d1313a89494db3b8cf2e4e5bfb85_235)] | | | | | | [removed: [102](#ie9663ebf0e4246a0bd69ab6d03595ce7_271)] [added: [104](#i60e0d1313a89494db3b8cf2e4e5bfb85_235)] | | |

| [Note [removed: 11.](#ie9663ebf0e4246a0bd69ab6d03595ce7_277)] [added: 11.](#i60e0d1313a89494db3b8cf2e4e5bfb85_241)] | | | [Stockholders’ [removed: Equity](#ie9663ebf0e4246a0bd69ab6d03595ce7_277)] [added: Equity](#i60e0d1313a89494db3b8cf2e4e5bfb85_241)] | | | | | | [removed: [108](#ie9663ebf0e4246a0bd69ab6d03595ce7_277)] [added: [110](#i60e0d1313a89494db3b8cf2e4e5bfb85_241)] | | |

| [Note [removed: 12.](#ie9663ebf0e4246a0bd69ab6d03595ce7_283)] [added: 12.](#i60e0d1313a89494db3b8cf2e4e5bfb85_247)] | | | [Related Party [removed: Transactions](#ie9663ebf0e4246a0bd69ab6d03595ce7_283)] [added: Transactions](#i60e0d1313a89494db3b8cf2e4e5bfb85_247)] | | | | | | [removed: [110](#ie9663ebf0e4246a0bd69ab6d03595ce7_283)] [added: [112](#i60e0d1313a89494db3b8cf2e4e5bfb85_247)] | | |

| [Note [removed: 13.](#ie9663ebf0e4246a0bd69ab6d03595ce7_286)] [added: 13.](#i60e0d1313a89494db3b8cf2e4e5bfb85_250)] | | | [Commitments and Contingent [removed: Liabilities](#ie9663ebf0e4246a0bd69ab6d03595ce7_286)] [added: Liabilities](#i60e0d1313a89494db3b8cf2e4e5bfb85_250)] | | | | | | [removed: [110](#ie9663ebf0e4246a0bd69ab6d03595ce7_286)] [added: [112](#i60e0d1313a89494db3b8cf2e4e5bfb85_250)] | | |

| [Note [removed: 14.](#ie9663ebf0e4246a0bd69ab6d03595ce7_289)] [added: 14.](#i60e0d1313a89494db3b8cf2e4e5bfb85_253)] | | | [Risk [removed: Management](#ie9663ebf0e4246a0bd69ab6d03595ce7_289)] [added: Management](#i60e0d1313a89494db3b8cf2e4e5bfb85_253)] | | | | | | [removed: [111](#ie9663ebf0e4246a0bd69ab6d03595ce7_289)] [added: [113](#i60e0d1313a89494db3b8cf2e4e5bfb85_253)] | | |

| [Note [removed: 15.](#ie9663ebf0e4246a0bd69ab6d03595ce7_292)] [added: 15.](#i60e0d1313a89494db3b8cf2e4e5bfb85_256)] | | | [Revenue [removed: Recognition](#ie9663ebf0e4246a0bd69ab6d03595ce7_292)] [added: Recognition](#i60e0d1313a89494db3b8cf2e4e5bfb85_256)] | | | | | | [removed: [116](#ie9663ebf0e4246a0bd69ab6d03595ce7_292)] [added: [118](#i60e0d1313a89494db3b8cf2e4e5bfb85_256)] | | |

| [Note [removed: 16.](#ie9663ebf0e4246a0bd69ab6d03595ce7_298)] [added: 16.](#i60e0d1313a89494db3b8cf2e4e5bfb85_262)] | | | [Reportable [removed: Segments](#ie9663ebf0e4246a0bd69ab6d03595ce7_298)] [added: Segments](#i60e0d1313a89494db3b8cf2e4e5bfb85_262)] | | | | | | [removed: [119](#ie9663ebf0e4246a0bd69ab6d03595ce7_298)] [added: [121](#i60e0d1313a89494db3b8cf2e4e5bfb85_262)] | | |

| [Note [removed: 18.](#ie9663ebf0e4246a0bd69ab6d03595ce7_310)] [added: 18.](#i60e0d1313a89494db3b8cf2e4e5bfb85_268)] | | | [Litigation and [removed: Environmental](#ie9663ebf0e4246a0bd69ab6d03595ce7_310)] [added: Environmental](#i60e0d1313a89494db3b8cf2e4e5bfb85_268)] | | | | | | [removed: [124](#ie9663ebf0e4246a0bd69ab6d03595ce7_310)] [added: [126](#i60e0d1313a89494db3b8cf2e4e5bfb85_268)] | | |

| [Note [removed: 19.](#ie9663ebf0e4246a0bd69ab6d03595ce7_313)] [added: 19.](#i60e0d1313a89494db3b8cf2e4e5bfb85_271)] | | | [Recent Accounting [removed: Pronouncements](#ie9663ebf0e4246a0bd69ab6d03595ce7_313)] [added: Pronouncements](#i60e0d1313a89494db3b8cf2e4e5bfb85_271)] | | | | | | [removed: [129](#ie9663ebf0e4246a0bd69ab6d03595ce7_313)] [added: [130](#i60e0d1313a89494db3b8cf2e4e5bfb85_271)] | | |

We have audited the accompanying consolidated balance sheets of Kinder Morgan, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $20] [added: $20.1] billion as of December 31, [removed: 2022.][added: 2023, of which $20.0 billion relates to the Natural Gas Pipelines Regulated, Natural Gas Pipelines Non-Regulated, CO2, Products Pipelines, Products Pipelines Terminals, and Terminals reporting units (collectively, “the reporting units”).]

Management [removed: estimates] [added: estimated the] fair value [added: of the reporting units] based on a market approach utilizing forecasted earnings before interest, [added: income] taxes, [removed: depreciation] [added: depreciation, depletion] and amortization [removed: (EBITDA)] [added: expenses, including amortization of excess cost of equity investments (EBITDA),] and the enterprise value to estimated EBITDA multiples of comparable companies for each reporting unit.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment [added: of the reporting units] is a critical audit matter are [added: (i)] the significant judgment by management when developing the fair value estimate of the reporting [removed: units.][added: units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted EBITDA and the enterprise value to estimated EBITDA multiples of comparable companies for each of the reporting units; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls [removed: related to] [added: over] developing the fair value estimate of the reporting units.

These procedures also included, among [removed: others,] [added: others (i)] testing management’s process for developing the fair value estimate of the reporting units; [added: (ii)] evaluating the appropriateness of the market [removed: approach;] [added: approach used by management; (iii)] testing the completeness and accuracy of underlying data used in the market [removed: approach,] [added: approach;] and [added: (iv)] evaluating the reasonableness of the significant assumptions used by management related to forecasted EBITDA and the enterprise value to estimated EBITDA multiples of comparable companies for each [added: of the] reporting [removed: unit.][added: units.]

Evaluating management’s [removed: significant] assumptions related to forecasted EBITDA and the enterprise value to estimated EBITDA multiples of comparable companies for each [added: of the] reporting [removed: unit] [added: units] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: unit;] [added: units;] (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in [removed: the evaluation of] [added: evaluating (i)] the appropriateness of the market approach and [added: (ii)] the reasonableness of the [removed: significant] assumption related to the enterprise value to estimated EBITDA multiples of comparable companies for each [added: of the] reporting [removed: unit.][added: units.]

[added: | 3.45%, due] February [removed: 8,] 2023 [added: | | | — | | | | | | 625 | | |]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Services | | | $ | [removed: 8,145] [added: 8,371] | | | | | $ | [removed: 7,757] [added: 8,145] | | | | | $ | [removed: 7,618] [added: 7,757] | |

| Commodity sales | | | [removed: 10,897] [added: 6,786] | | | | | | [removed: 8,714] [added: 10,897] | | | | | | [removed: 3,891] [added: 8,714] | | |

| Other | | | [removed: 158] [added: 177] | | | | | | [removed: 139] [added: 158] | | | | | | [removed: 191] [added: 139] | | |

| [Note 1.](#i60e0d1313a89494db3b8cf2e4e5bfb85_208) | | | [General](#i60e0d1313a89494db3b8cf2e4e5bfb85_208) | | | | | | [80](#i60e0d1313a89494db3b8cf2e4e5bfb85_208) | | |

| [Note 7.](#i60e0d1313a89494db3b8cf2e4e5bfb85_226) | | | [Investments](#i60e0d1313a89494db3b8cf2e4e5bfb85_226) | | | | | | [98](#i60e0d1313a89494db3b8cf2e4e5bfb85_226) | | |

| [Note 8.](#i60e0d1313a89494db3b8cf2e4e5bfb85_229) | | | [Goodwill](#i60e0d1313a89494db3b8cf2e4e5bfb85_229) | | | | | | [99](#i60e0d1313a89494db3b8cf2e4e5bfb85_229) | | |

| [Note 9.](#i60e0d1313a89494db3b8cf2e4e5bfb85_232) | | | [Debt](#i60e0d1313a89494db3b8cf2e4e5bfb85_232) | | | | | | [100](#i60e0d1313a89494db3b8cf2e4e5bfb85_232) | | |

| [Note 17.](#i60e0d1313a89494db3b8cf2e4e5bfb85_265) | | | [Leases](#i60e0d1313a89494db3b8cf2e4e5bfb85_265) | | | | | | [125](#i60e0d1313a89494db3b8cf2e4e5bfb85_265) | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded STX Midstream from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a purchase business combination during 2023.

We have also excluded STX Midstream from our audit of internal control over financial reporting.

STX Midstream’s total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting both represent less than 3% of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

*Acquisition of STX Midstream – Valuation of Property, Plant and Equipment*

As described in Note 3 to the consolidated financial statements, on December 28, 2023, the Company completed the acquisition of STX Midstream for a purchase price of $1.8 billion.

This acquisition resulted in the recognition of $1.2 billion of property, plant and equipment (PP&E).

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

Management determined the fair value of PP&E utilizing a replacement cost approach.

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

The significant assumption made in performing this valuation includes the replacement costs used to value PP&E.

The principal considerations for our determination that performing procedures relating to the valuation of PP&E acquired in the acquisition of STX Midstream is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the PP&E acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the replacement costs used to value the PP&E acquired; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the PP&E acquired.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the PP&E acquired; (iii) evaluating the appropriateness of the replacement cost approach used by management; (iv) testing the completeness and accuracy of underlying data used in the replacement cost approach; and (v) evaluating the reasonableness of the significant assumption used by management related to the replacement costs used to value the PP&E acquired.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the replacement cost approach and (ii) the reasonableness of the replacement costs assumption used to value the PP&E acquired.

| Costs of sales (exclusive of items shown separately below) | | | 4,938 | | | | | | 9,255 | | | | | | 6,493 | | |

| Net income | | | $ | 2,486 | | | | | $ | 2,625 | | | | | $ | 1,850 | |

| Depreciation, depletion and amortization | | | 2,250 | | | | | | 2,186 | | | | | | 2,135 | | |

| Change in fair market value of derivative contracts | | | (126) | | | | | | 56 | | | | | | 20 | | |

| (Gain) loss on divestitures and impairments, net (Note 4) | | | (15) | | | | | | (32) | | | | | | 1,624 | | |

| Change in deferred revenues (Note 15) | | | 870 | | | | | | (24) | | | | | | (28) | | |

| Cash, Cash Equivalents and Restricted Deposits, beginning of period | | | 794 | | | | | | 1,147 | | | | | | 1,209 | | |

| Assets contributed to equity investment | | | $ | 16 | | | | | $ | — | | | | | $ | — | |

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

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

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

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

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,391 | | | | | | | | | | | | 2,391 | | | | | | 95 | | | | | | 2,486 | | |

| Dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,529) | | | | | | | | | | | | (2,529) | | | | | | | | | | | | (2,529) | | |

| Acquisition (Note 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 104 | | | | | | 104 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 185 | | | | | | 185 | | | | | | | | | | | | 185 | | |

| Balance at December 31, 2023 | | | | | | | | | | | | | | | 2,220 | | | | | | $ | 22 | | | | | $ | 41,190 | | | | | $ | (10,689) | | | | | $ | (217) | | | | | $ | 30,306 | | | | | $ | 1,423 | | | | | $ | 31,729 | |

| | | | 2023 | | | | | | 2022 | | |

Because the impairment test for long-lived assets held in use is based on estimated undiscounted cash flows, there may be instances where

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

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

*Goodwill Impairment Assessment*

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted EBITDA and the enterprise value to estimated EBITDA multiples of comparable companies for each reporting unit.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

| Deferred income taxes | | | 692 | | | | | | 355 | | | | | | 345 | | |

| Accrued taxes | | | (5) | | | | | | 2 | | | | | | (93) | | |

| Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Deposits | | | — | | | | | | — | | | | | | (1) | | |

| Balance at December 31, 2019 | | | | | | | | | | | | | | | 2,265 | | | | | | $ | 23 | | | | | $ | 41,745 | | | | | $ | (7,693) | | | | | $ | (333) | | | | | $ | 33,742 | | | | | $ | 344 | | | | | $ | 34,086 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 119 | | | | | | | | | | | | 119 | | | | | | 61 | | | | | | 180 | | |

| Dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,362) | | | | | | | | | | | | (2,362) | | | | | | | | | | | | (2,362) | | |

| | | | | | |

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

| Revisions to previous estimates | | | — | | | | | | (24) | | |

Because the

| Gross | | | 11.2 | | | | | | $ | 3,382 | | | | | $ | 3,036 | |

| Estimated amortization expenses | | | | | | $ | 201 | | | | | $ | 175 | | | | | $ | 170 | | | | | $ | 168 | | | | | $ | 167 | |

For the majority of our non-firm service contracts, the customer will pay only for the

Cost of Sales

We capitalize or expense, as appropriate, environmental expenditures.

Generally, our accrual of these environmental liabilities coincides with either our completion of a feasibility study or our commitment to a formal plan of action.

These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts.

These revisions are reflected in our income in the period in which they are reasonably determinable.

Attributable to Noncontrolling Interests.” In our accompanying consolidated balance sheets, noncontrolling interests is presented separately as “Noncontrolling interests” within “Stockholders’ Equity.”

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

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

RNG under long-term contracts to transportation service providers.

| | | | December 31, 2022 | | |

The year ended December 31, 2020 amount primarily includes pre-tax goodwill and long-lived asset impairment losses of $1,600 million and $376 million, respectively.

| Impairment of goodwill(b) | | | — | | | | | | — | | | | | | 1,000 | | |

| Gain on sale of equity investment interests | | | — | | | | | | — | | | | | | (10) | | |

| Impairment of goodwill(b) | | | — | | | | | | — | | | | | | 600 | | |

| Impairments of long-lived assets(f) | | | — | | | | | | — | | | | | | 350 | | |

| Other gains on divestitures of long-lived assets | | | — | | | | | | (3) | | | | | | — | | |

(b)2020 amount represent non-cash goodwill impairments associated with our Natural Gas Pipelines Non-Regulated and CO2 reporting units (see “—*Impairments*—*Goodwill*” below).

(e)2020 amount includes a $55 million gain related to the sale of our Staten Island terminal.

(f)2020 amount represents a non-cash impairment of oil and gas properties.

As of December 31, [removed: 2022,] [added: 2023,] 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, [added: 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We completed the STX Midstream acquisition in a purchase business acquisition on December 28, 2023.

We excluded this business from the scope of management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023.

STX Midstream’s total assets and total revenues each represent less than 3% of our related consolidated financial statement amounts as of and for the year ended December 31, 2023.

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.

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

None.

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference from KMI’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which shall be filed no later than April 30, [removed: 2023.][added: 2024.]

“*Financial Statements and Supplementary Data*—Index to Financial Statements” set forth on Page [removed: [68](#ie9663ebf0e4246a0bd69ab6d03595ce7_220).][added: [70](#i60e0d1313a89494db3b8cf2e4e5bfb85_184).]

| 3.1 | | | [removed: *] | | | [removed: [Amended] [added: [Certificate of Amendment to Amended] and Restated Certificate of Incorporation of KMI (filed as Exhibit 3.1 to KMI’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2015] [added: 8-K filed May 16, 2023] (File No. [removed: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630715000043/kmi-06302015ex31.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000044/kmi8-k05x16x2023xexhibit31.htm)] | | |

| 3.2 | | | [removed: *] | | | [Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMI’s Current Report on Form 8-K, [removed: 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] [added: filed January 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) [2023 (File] No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000014/kmi8-k01x18x2023xexhibit31.htm) | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| [removed: 4.30] [added: 4.32] | | | [removed: *] | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the [removed: 3.150%] [added: 4.300%] Senior Notes due [removed: January 15, 2023] [added: 2028 and the 5.200% Senior Notes due 2048] (filed as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2017] [added: March 31, 2018] (File No. [removed: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex41.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630718000019/kmi-03312018ex41.htm)] | | |

| [removed: 4.31] [added: 4.36] | | | [removed: *] | | | [Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the [removed: Floating Rate] [added: 4.800%] Senior Notes due [removed: January 15, 2023] [added: 2033 and the 5.450% Senior Notes due 2052] (filed as Exhibit [removed: 4.2] [added: 4.1] to KMI’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2017] [added: 2022] (File No. [removed: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630717000051/kmi-9302017ex42.htm)] [added: 001-35081)).](http://www.sec.gov/Archives/edgar/data/888228/000088822814000058/kmp-2014930ex41.htm)] | | |

| [removed: 4.32] [added: 4.37] | | | [removed: *] | | | [Certificate of the Vice President and Treasurer and [removed: the] Vice President and Chief Financial Officer of [removed: KMI] [added: Kinder Morgan, Inc.] establishing the terms of the [removed: 4.300% Senior Notes due 2028 and the] 5.200% [removed: Senior] Notes due [removed: 2048 (filed] [added: 2033](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm)[(filed] as Exhibit 4.1 to KMI’s Quarterly Report on Form 10-Q for the quarter [removed: ended March 31, 2018 (File] [added: ended](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm) [March](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm)[31](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm)[3](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm) [(File] No. [removed: 001-35081)).](http://www.sec.gov/Archives/edgar/data/1506307/000150630718000019/kmi-03312018ex41.htm)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630723000036/kmi-03312023exh41.htm)] | | |

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

| 4.34 | | | [removed: *] | | | [Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of KMI establishing the terms of the 3.60% Notes due February 15, 2051 (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 | | | [removed: *] | | | [Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of KMI establishing the terms of the 1.750% Notes due 2026 (filed as Exhibit 4.35 to KMI’s Annual Report on Form [removed: 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] [added: 10-](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm)K] [for [removed: the](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) [year] [added: the year] ended December 31, 2021 (File No. 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630722000018/kmi-2021x10kxexh435.htm) | | |

| [removed: 4.37] [added: 4.38] | | | | | | 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: 4.38] [added: 4.40] | | | [removed: *] | | | [Description of [removed: Capital Stock] [added: 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-2019x10kxexh437.htm) [](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh437.htm)[(filed] [added: 1934 (filed] as Exhibit [removed: 4.37] [added: 4.38] to [removed: 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] [added: KMI’s] Annual Report on Form 10-K for the year ended December 31, 2019 (File No. [removed: 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)] [added: 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000150630720000022/kmi-2019x10kxexh438.htm)] | | |

| 97.1 | | | | | | [Policy Relating to Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1506307/000150630724000011/kmi-2023x10kxexh971.htm) | | |

| 101 | | | | | | Interactive data files (formatted as Inline XBRL). | | |

| | | | | | | | | |

| 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) | | |

| 10.11 | | | * | | | [First Amendment dated August 20, 2021 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 001-35081)).](https://www.sec.gov/Archives/edgar/data/1506307/000110465921109336/tm2125808d1_ex10-2.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) | | |

| 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, 2022, 2021, and 2020; (ii) our Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020; (iii) our Consolidated Balance Sheets as of December 31, 2022 and 2021; (iv) our Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020; (v) our Consolidated Statements of Stockholders’ Equity as of and for the years ended December 31, 2022, 2021, and 2020; and (vi) the notes to our Consolidated Financial Statements. | | |

_______

*Asterisk indicates exhibits incorporated by reference as indicated; all other exhibits are filed herewith, except as noted otherwise.

| Date: | | | February [removed: 8, 2023] [added: 20, 2024] | | | | | |

| /s/ DAVID P. MICHELS | | | | | | Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ [removed: STEVEN J. KEAN] [added: KIMBERLY A. DANG] | | | | | | Chief Executive Officer (principal executive officer); Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ RICHARD D. KINDER | | | | | | Executive Chairman | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ TED A. GARDNER | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ ANTHONY W. HALL, JR. | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ RONALD L. KUEHN, JR. | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ DEBORAH A. MACDONALD | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ MICHAEL C. MORGAN | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ ARTHUR C. REICHSTETTER | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ C. PARK SHAPER | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ WILLIAM A. SMITH | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ JOEL V. STAFF | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ ROBERT F. VAGT | | | | | | Director | | | | | | February [removed: 8, 2023] [added: 20, 2024] | | |

| /s/ STEVEN J. KEAN | | | | | | Director | | | | | | February 20, 2024 | | |

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

| /s/ KIMBERLY A. DANG | | | | | | President; Director | | | | | | February 8, 2023 | | |

| /s/ GARY L. HULTQUIST | | | | | | Director | | | | | | February 8, 2023 | | |

| Gary L. Hultquist | | | | | | | | | | | | | | |

| /s/ PERRY M. WAUGHTAL | | | | | | Director | | | | | | February 8, 2023 | | |

| Perry M. Waughtal | | | | | | | | | | | | | | |