Equibles

10-Q

KINDER MORGAN, INC. (KMI)

10-Q 2023-10-23 For: 2023-09-30
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

F O R M  10-Q

☑  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-35081

image0a30a07.gif

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)

Delaware 80-0682103
(State or other jurisdiction of<br>incorporation or organization) (I.R.S. Employer<br>Identification No.)

1001 Louisiana Street, Suite 1000, Houston, Texas 77002

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: 713-369-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class P Common Stock KMI New York Stock Exchange
2.250% Senior Notes due 2027 KMI 27 A New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No þ

As of October 19, 2023, the registrant had 2,222,773,933 shares of Class P common stock outstanding.

KINDER MORGAN, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page<br>Number
Glossary 2
Information Regarding Forward-Looking Statements 3
PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income - Three and Nine Months Ended September 30, 2023 and 2022 4
Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2023 and 2022 5
Consolidated Balance Sheets - as of September 30, 2023 and December 31, 2022 6
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2023 and 2022 7
Consolidated Statements of Stockholders’ Equity - Three and Nine Months Ended September 30, 2023 and 2022 9
Notes to Consolidated Financial Statements 11
Note 1. General 11
Note 2. Losses on Impairments 12
Note 3. Debt 13
Note 4. Stockholders’Equity 14
Note 5. Risk Management 15
Note 6. Revenue Recognition 20
Note 7. Reportable Segments 23
Note 8. Income Taxes 24
Note 9. Litigation and Environmental 25
Note 10. Recent Accounting Pronouncements 29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General and Basis of Presentation 30
Results of Operations 30
Overview 30
Consolidated Earnings Results 33
Non-GAAP Financial Measures 36
Segment Earnings Results 40
Liquidity and Capital Resources 47
Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries 53
Item 3. Quantitative and Qualitative Disclosures About Market Risk 54
Item 4. Controls and Procedures 54
PART II.  OTHER INFORMATION
Item 1. Legal Proceedings 54
Item 1A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 55
Item 3. Defaults Upon Senior Securities 55
Item 4. Mine Safety Disclosures 55
Item 5. Other Information 55
Item 6. Exhibits 56
Signature 57

KINDER MORGAN, INC. AND SUBSIDIARIES

GLOSSARY

Company Abbreviations

EPNG = El Paso Natural Gas Company, L.L.C. Ruby = Ruby Pipeline Holding Company, L.L.C.
KMBT = Kinder Morgan Bulk Terminals, Inc. SFPP = SFPP, L.P.
KMI = Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries SNG = Southern Natural Gas Company, L.L.C.
TGP = Tennessee Gas Pipeline Company, L.L.C.
KMLT = Kinder Morgan Liquid Terminals, LLC
Unless the context otherwise requires, references to “we,” “us,” “our,” or “the Company” are intended to mean Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries.
Common Industry and Other Terms
/d = per day GAAP = U.S. Generally Accepted Accounting Principles
Bbl = barrels LLC = limited liability company
BBtu = billion British Thermal Units LIBOR = London Interbank Offered Rate
Bcf = billion cubic feet MBbl = thousand barrels
CERCLA = Comprehensive Environmental Response, Compensation and Liability Act MMBbl = million barrels
MMtons = million tons
CO2 = carbon dioxide or our CO2 business segment NGL = natural gas liquids
DCF = distributable cash flow NYMEX = New York Mercantile Exchange
DD&A = depreciation, depletion and amortization OTC = over-the-counter
EBDA = earnings before depreciation, depletion and amortization expenses, including amortization of excess cost of equity investments PHMSA = Pipeline and Hazardous Materials Safety Administration
RNG = Renewable natural gas
EBITDA = earnings before interest, income taxes, depreciation, depletion and amortization expenses, and amortization of excess cost of equity investments ROU = Right-of-Use
U.S. = United States of America
EPA = U.S. Environmental Protection Agency WTI = West Texas Intermediate
FASB = Financial Accounting Standards Board

Information Regarding Forward-Looking Statements

This report includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “outlook,” “continue,” “estimate,” “expect,” “may,” “will,” “shall,” or the negative of those terms or other variations of them or comparable terminology. In particular, expressed or implied statements concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow, service debt or pay dividends, are forward-looking statements. Forward-looking statements in this report include, among others, express or implied statements pertaining to: the long-term demand for our assets and services, our anticipated dividends and capital projects, including expected completion timing and benefits of those projects.

Important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements in this report include: the timing and extent of changes in the supply of and demand for the products we transport and handle; commodity prices; the outcomes of challenges to new regulations; our ability to mitigate the impacts of and recover expenditures made in respect of new regulations; and the other risks and uncertainties described in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk” and Part II, Item 1A. “Risk Factors” in this report, as well as “Information Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (except to the extent such information is modified or superseded by information in subsequent reports).

You should keep these risk factors in mind when considering forward-looking statements. These risk factors could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement. We disclaim any obligation, other than as required by applicable law, to publicly update or revise any of our forward-looking statements to reflect future events or developments.

Item 1.  Financial Statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts, unaudited)

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
Revenues
Services $ 2,087 $ 2,028 $ 6,201 $ 6,089
Commodity sales 1,785 3,108 4,991 8,416
Other 35 41 104 116
Total Revenues 3,907 5,177 11,296 14,621
Operating Costs, Expenses and Other
Costs of sales (exclusive of items shown separately below) 1,405 2,717 3,591 7,294
Operations and maintenance 738 712 2,062 1,960
Depreciation, depletion and amortization 561 551 1,683 1,632
General and administrative 162 162 497 470
Taxes, other than income taxes 106 113 319 340
Gain on divestitures and impairments, net (3) (9) (16) (30)
Other income, net — — (2) (6)
Total Operating Costs, Expenses and Other 2,969 4,246 8,134 11,660
Operating Income 938 931 3,162 2,961
Other Income (Expense)
Earnings from equity investments 234 195 607 564
Amortization of excess cost of equity investments (18) (19) (54) (57)
Interest, net (457) (399) (1,345) (1,087)
Other, net 3 21 7 63
Total Other Expense (238) (202) (785) (517)
Income Before Income Taxes 700 729 2,377 2,444
Income Tax Expense (145) (134) (509) (512)
Net Income 555 595 1,868 1,932
Net Income Attributable to Noncontrolling Interests (23) (19) (71) (54)
Net Income Attributable to Kinder Morgan, Inc. $ 532 $ 576 $ 1,797 $ 1,878
Class P Common Stock
Basic and Diluted Earnings Per Share $ 0.24 $ 0.25 $ 0.80 $ 0.83
Basic and Diluted Weighted Average Shares Outstanding 2,230 2,253 2,238 2,262

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, unaudited)

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
Net income $ 555 $ 595 $ 1,868 $ 1,932
Other comprehensive (loss) income, net of tax
Net unrealized (loss) gain from derivative instruments (net of taxes of $45, $(40), $(1) and $109, respectively) (153) 123 2 (366)
Reclassification into earnings of net derivative instruments loss (gain) to net income (net of taxes of $(6), $(29), $9 and $(118), respectively) 22 104 (29) 396
Benefit plan adjustments (net of taxes of $(2), $(1), $(4) and $(6), respectively) 3 2 11 18
Total other comprehensive (loss) income (128) 229 (16) 48
Comprehensive income 427 824 1,852 1,980
Comprehensive income attributable to noncontrolling interests (23) (19) (71) (54)
Comprehensive income attributable to KMI $ 404 $ 805 $ 1,781 $ 1,926

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts, unaudited)

September 30, 2023 December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents $ 80 $ 745
Restricted deposits 17 49
Accounts receivable 1,502 1,840
Fair value of derivative contracts 79 231
Inventories 565 634
Other current assets 190 304
Total current assets 2,433 3,803
Property, plant and equipment, net 35,944 35,599
Investments 7,674 7,653
Goodwill 19,965 19,965
Other intangibles, net 1,652 1,809
Deferred charges and other assets 1,194 1,249
Total Assets $ 68,862 $ 70,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of debt $ 3,130 $ 3,385
Accounts payable 1,430 1,444
Accrued interest 387 515
Fair value of derivative contracts 346 465
Other current liabilities 958 1,121
Total current liabilities 6,251 6,930
Long-term liabilities and deferred credits
Long-term debt
Outstanding 27,863 28,288
Debt fair value adjustments 8 115
Total long-term debt 27,871 28,403
Deferred income taxes 1,112 623
Other long-term liabilities and deferred credits 2,047 2,008
Total long-term liabilities and deferred credits 31,030 31,034
Total Liabilities 37,281 37,964
Commitments and contingencies (Notes 3 and 9)
Stockholders’ Equity
Class P Common Stock, $0.01 par value, 4,000,000,000 shares authorized, 2,227,817,827 and 2,247,681,626 shares, respectively, issued and outstanding 22 22
Additional paid-in capital 41,306 41,673
Accumulated deficit (10,652) (10,551)
Accumulated other comprehensive loss (418) (402)
Total Kinder Morgan, Inc.’s stockholders’ equity 30,258 30,742
Noncontrolling interests 1,323 1,372
Total Stockholders’ Equity 31,581 32,114
Total Liabilities and Stockholders’ Equity $ 68,862 $ 70,078

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)
Nine Months Ended September 30,
2023 2022
Cash Flows From Operating Activities
Net income $ 1,868 $ 1,932
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization 1,683 1,632
Deferred income taxes 495 499
Amortization of excess cost of equity investments 54 57
Change in fair value of derivative contracts (93) 45
Gain on divestitures and impairments, net (16) (30)
Earnings from equity investments (607) (564)
Distributions from equity investment earnings 572 548
Changes in components of working capital
Accounts receivable 351 (260)
Inventories 130 (165)
Other current assets 89 (60)
Accounts payable (115) 347
Accrued interest, net of interest rate swaps (131) (160)
Other current liabilities (84) 29
Rate reparations, refunds and other litigation reserve adjustments (21) (189)
Other, net (6) (98)
Net Cash Provided by Operating Activities 4,169 3,563
Cash Flows From Investing Activities
Acquisition of assets, net of cash acquired (13) (488)
Capital expenditures (1,689) (1,144)
Contributions to investments (179) (60)
Distributions from equity investments in excess of cumulative earnings 166 126
Other, net (18) 21
Net Cash Used in Investing Activities (1,733) (1,545)
Cash Flows From Financing Activities
Issuances of debt 4,373 8,898
Payments of debt (5,051) (9,569)
Debt issue costs (18) (21)
Dividends (1,898) (1,876)
Repurchases of shares (390) (333)
Proceeds from sale of noncontrolling interests — 557
Contributions from noncontrolling interests 1 1
Distributions to noncontrolling interests (121) (85)
Other, net (29) (14)
Net Cash Used in Financing Activities (3,133) (2,442)
Net Decrease in Cash, Cash Equivalents and Restricted Deposits (697) (424)
Cash, Cash Equivalents and Restricted Deposits, beginning of period 794 1,147
Cash, Cash Equivalents and Restricted Deposits, end of period $ 97 $ 723
KINDER MORGAN, INC. AND SUBSIDIARIES (Continued)
--- --- --- --- ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)
Nine Months Ended September 30,
2023 2022
Cash and Cash Equivalents, beginning of period $ 745 $ 1,140
Restricted Deposits, beginning of period 49 7
Cash, Cash Equivalents and Restricted Deposits, beginning of period 794 1,147
Cash and Cash Equivalents, end of period 80 483
Restricted Deposits, end of period 17 240
Cash, Cash Equivalents and Restricted Deposits, end of period 97 723
Net Decrease in Cash, Cash Equivalents and Restricted Deposits $ (697) $ (424)
Non-cash Investing and Financing Activities
Assets contributed to equity investment $ 16 $ —
ROU assets and operating lease obligations recognized including adjustments 38 19
Increase in property, plant and equipment from both accruals and contractor retainage 104 23
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest (net of capitalized interest) 1,505 1,278
Cash paid during the period for income taxes, net 10 12

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, unaudited)

Common stock Additional<br>paid-in<br>capital Accumulated<br>deficit Accumulated <br>other <br>comprehensive <br>loss Stockholders’<br>equity<br>attributable<br>to KMI Non-<br>controlling<br>interests Total
Issued shares Par value
Balance at June 30, 2023 2,229 $ 22 $ 41,387 $ (10,550) $ (290) $ 30,569 $ 1,340 $ 31,909
Repurchases of shares (4) (73) (73) (73)
Restricted shares 3 (8) (8) (8)
Net income 532 532 23 555
Dividends (634) (634) (634)
Distributions — (41) (41)
Contributions — 1 1
Other comprehensive loss (128) (128) (128)
Balance at September 30, 2023 2,228 $ 22 $ 41,306 $ (10,652) $ (418) $ 30,258 $ 1,323 $ 31,581 Common stock Additional<br>paid-in<br>capital Accumulated<br>deficit Accumulated <br>other <br>comprehensive <br>loss Stockholders’<br>equity<br>attributable<br>to KMI Non-<br>controlling<br>interests Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Issued shares Par value
Balance at June 30, 2022 2,257 $ 23 $ 41,654 $ (10,540) $ (592) $ 30,545 $ 1,080 $ 31,625
Repurchases of shares (9) (160) (160) (160)
Restricted shares 2 5 5 5
Net income 576 576 19 595
Dividends (629) (629) (629)
Distributions — (32) (32)
Contributions — 1 1
Impact of change in ownership interest in subsidiary 190 190 311 501
Other comprehensive income 229 229 229
Balance at September 30, 2022 2,250 $ 23 $ 41,689 $ (10,593) $ (363) $ 30,756 $ 1,379 $ 32,135

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(In millions, unaudited)

Common stock Additional<br>paid-in<br>capital Accumulated<br>deficit Accumulated <br>other <br>comprehensive <br>loss Stockholders’<br>equity<br>attributable<br>to KMI Non-<br>controlling<br>interests Total
Issued shares Par value
Balance at December 31, 2022 2,248 $ 22 $ 41,673 $ (10,551) $ (402) $ 30,742 $ 1,372 $ 32,114
Repurchases of shares (23) (390) (390) (390)
Restricted shares 3 26 26 26
Net income 1,797 1,797 71 1,868
Dividends (1,898) (1,898) (1,898)
Distributions — (121) (121)
Contributions — 1 1
Other (3) (3) (3)
Other comprehensive loss (16) (16) (16)
Balance at September 30, 2023 2,228 $ 22 $ 41,306 $ (10,652) $ (418) $ 30,258 $ 1,323 $ 31,581 Common stock Additional<br>paid-in<br>capital Accumulated<br>deficit Accumulated <br>other <br>comprehensive <br>loss Stockholders’<br>equity<br>attributable<br>to KMI Non-<br>controlling<br>interests Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Issued shares Par value
Balance at December 31, 2021 2,267 $ 23 $ 41,806 $ (10,595) $ (411) $ 30,823 $ 1,098 $ 31,921
Impact of adoption of ASU 2020-06 (Note 4) (11) (11) (11)
Balance at January 1, 2022 2,267 23 41,795 (10,595) (411) 30,812 1,098 31,910
Repurchases of shares (19) (333) (333) (333)
EP Trust I Preferred security conversions 1 1 1
Restricted shares 2 36 36 36
Net income 1,878 1,878 54 1,932
Dividends (1,876) (1,876) (1,876)
Distributions — (85) (85)
Contributions — 1 1
Impact of change in ownership interest in subsidiary 190 190 311 501
Other comprehensive income 48 48 48
Balance at September 30, 2022 2,250 $ 23 $ 41,689 $ (10,593) $ (363) $ 30,756 $ 1,379 $ 32,135

The accompanying notes are an integral part of these consolidated financial statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  1. General

Organization

We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 82,000 miles of pipelines, 140 terminals, 700 Bcf of working natural gas storage capacity and 5.4 Bcf per year of RNG generation capacity. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO2, renewable fuels and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, jet fuel, chemicals, metals, petroleum coke, and ethanol and other renewable fuels and feedstocks.

Basis of Presentation

General

Our accompanying unaudited consolidated financial statements have been prepared under the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the FASB’s Accounting Standards Codification (ASC), the single source of GAAP. In compliance with such rules and regulations, all significant intercompany items have been eliminated in consolidation.

In our opinion, all adjustments, which are of a normal and recurring nature, considered necessary for a fair statement of our financial position and operating results for the interim periods have been included in the accompanying consolidated financial statements, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2022 Form 10-K.

The accompanying unaudited consolidated financial statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. We evaluate our financial interests in business enterprises to determine if they represent variable interest entities where we are the primary beneficiary.  If such criteria are met, we consolidate the financial statements of such businesses with those of our own.

Goodwill

In addition to periodically evaluating long-lived assets and goodwill for impairment based on changes in market conditions, we evaluate goodwill for impairment on May 31 of each year. For our May 31, 2023 evaluation, we grouped our businesses into seven reporting units as follows: (i) Natural Gas Pipelines Regulated; (ii) Natural Gas Pipelines Non-Regulated; (iii) CO2; (iv) Products Pipelines (excluding associated terminals); (v) Products Pipelines Terminals (evaluated separately from Products Pipelines for goodwill purposes); (vi) Terminals and (vii) Energy Transition Ventures.

The fair value estimates used in our goodwill impairment test include Level 3 inputs of the fair value hierarchy. The inputs include valuation estimates using market and income approach valuation methodologies, which include assumptions primarily involving management’s significant judgments and estimates with respect to market multiples, comparable sales transactions, general economic conditions and the related demand for products handled or transported by our assets as well as assumptions regarding future cash flows based on production growth assumptions, terminal values and discount rates. Changes to any one or a combination of these factors would result in a change to the reporting unit fair values, which could lead to future impairment charges. Such potential non-cash impairments could have a significant effect on our results of operations.

The results of our May 31, 2023 annual impairment test indicated that for each of our reporting units, the reporting unit’s fair value exceeded the carrying value, with our Terminals reporting unit’s fair value in excess of its carrying value by less than 10% which was impacted by a decline in market multiples.

Earnings per Share

We calculate earnings per share using the two-class method. Earnings were allocated to Class P common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings or excess distributions over earnings to the extent that each security participates in earnings or excess distributions

over earnings. Our unvested restricted stock awards, which may be restricted stock or restricted stock units issued to employees and non-employee directors and include dividend equivalent payments, do not participate in excess distributions over earnings.

The following table sets forth the allocation of net income available to shareholders of Class P common stock and participating securities:

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except per share amounts)
Net Income Available to Stockholders $ 532 $ 576 $ 1,797 $ 1,878
Participating securities:
Less: Net Income Allocated to Restricted Stock Awards(a) (4) (4) (11) (9)
Net Income Allocated to Class P Stockholders $ 528 $ 572 $ 1,786 $ 1,869
Basic Weighted Average Shares Outstanding 2,230 2,253 2,238 2,262
Basic Earnings Per Share $ 0.24 $ 0.25 $ 0.80 $ 0.83

(a)As of September 30, 2023, there were 13 million restricted stock awards outstanding.

The following table presents the maximum number of potential common stock equivalents which are antidilutive and accordingly are excluded from the determination of diluted earnings per share. As we have no other common stock equivalents, our diluted earnings per share are the same as our basic earnings per share for all periods presented.

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions on a weighted average basis)
Unvested restricted stock awards 13 13 13 13
Convertible trust preferred securities 3 3 3 3
  1. Losses on Impairments

Impairments

During the first quarter of 2023, we recognized an impairment of $67 million related to our investment in Double Eagle Pipeline LLC (Double Eagle). The impairment was driven by lower expected renewal rates on contracts that expire in the second half of 2023. The impairment is recognized on our accompanying consolidated statement of income for the nine months ended September 30, 2023 within “Earnings from equity investments.” Our investment in Double Eagle and associated earnings is included within our Products Pipelines business segment.

Ruby Chapter 11 Bankruptcy

On January 13, 2023, the bankruptcy court confirmed a plan of reorganization satisfactory to all interested parties regarding Ruby, which involved payment of Ruby’s outstanding senior notes with the proceeds from the sale of Ruby to Tallgrass, a settlement by KMI and Pembina of certain potential causes of action relating to the bankruptcy, and cash on hand. Our payment to the bankruptcy estate, net of payments received in respect of a long-term subordinated note receivable from Ruby, was approximately $28.5 million which was accrued for as of December 31, 2022. Consummation of the settlement and the sale of Ruby to Tallgrass occurred on January 13, 2023. We fully impaired our equity investment in Ruby in the fourth quarter of 2019 and fully impaired our investment in Ruby’s subordinated notes in the first quarter of 2021.

  1. Debt

The following table provides information on the principal amount of our outstanding debt balances:

September 30, 2023 December 31, 2022
(In millions, unless otherwise stated)
Current portion of debt
$3.5 billion credit facility due August 20, 2027 $ — $ —
$500 million credit facility due November 16, 2023 — —
Commercial paper notes(a) 320 —
Current portion of senior notes
3.15% due January 2023 — 1,000
Floating rate, due January 2023 — 250
3.45% due February 2023 — 625
3.50% due September 2023 — 600
5.625% due November 2023 750 750
4.15% due February 2024 650 —
4.30% due May 2024 600 —
4.25% due September 2024 650 —
Trust I preferred securities, 4.75%, due March 2028(b) 111 111
Current portion of other debt 49 49
Total current portion of debt 3,130 3,385
Long-term debt (excluding current portion)
Senior notes 27,232 27,638
EPC Building, LLC, promissory note, 3.967%, due 2023 through 2035 316 330
Trust I preferred securities, 4.75%, due March 2028 109 109
Other 206 211
Total long-term debt 27,863 28,288
Total debt(c) $ 30,993 $ 31,673

(a)Weighted average interest rate on borrowings at September 30, 2023 was 5.50%.

(b)Reflects the portion of cash consideration payable if all the outstanding securities as of the end of the reporting period were converted by the holders.

(c)Excludes our “Debt fair value adjustments” which, as of September 30, 2023 and December 31, 2022, increased our total debt balances by $8 million and $115 million, respectively.

We and substantially all of our wholly owned domestic subsidiaries are parties to a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement.

On January 31, 2023, we issued in a registered offering $1,500 million aggregate principal amount of 5.20% senior notes due 2033 for net proceeds of $1,485 million, which were used to repay short-term borrowings, maturing debt and for general corporate purposes.

Credit Facilities and Restrictive Covenants

As of September 30, 2023, we had no borrowings outstanding under our credit facilities, $320 million borrowings outstanding under our commercial paper program and $81 million in letters of credit. Our availability under our credit facilities as of September 30, 2023 was $3.6 billion. For the period ended September 30, 2023, we were in compliance with all required covenants.

Fair Value of Financial Instruments

The carrying value and estimated fair value of our outstanding debt balances are disclosed below:

September 30, 2023 December 31, 2022
Carrying<br>value Estimated<br>fair value(a) Carrying<br>value Estimated<br>fair value(a)
(In millions)
Total debt $ 31,001 $ 28,451 $ 31,788 $ 30,070

(a)Included in the estimated fair value are amounts for our Trust I Preferred Securities of $199 million and $195 million as of September 30, 2023 and December 31, 2022, respectively.

We used Level 2 input values to measure the estimated fair value of our outstanding debt balance as of both September 30, 2023 and December 31, 2022.

  1. Stockholders’ Equity

Class P Common Stock

On July 19, 2017, our board of directors approved a $2 billion share buy-back program that began in December 2017. On January 18, 2023, our board of directors approved an increase in our share repurchase authorization to $3 billion. During the nine months ended September 30, 2023, we repurchased 23 million of our shares for $390 million at an average price of $16.62 per share. Subsequent to September 30, 2023 and through October 19, 2023, we repurchased 5 million shares for $83 million at an average price of $16.38 per share. All shares we have repurchased are canceled and are no longer outstanding.

Dividends

The following table provides information about our per share dividends:

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
Per share cash dividend declared for the period $ 0.2825 $ 0.2775 $ 0.8475 $ 0.8325
Per share cash dividend paid in the period 0.2825 0.2775 0.8425 0.825

On October 18, 2023, our board of directors declared a cash dividend of $0.2825 per share for the quarterly period ended September 30, 2023, which is payable on November 15, 2023 to shareholders of record as of the close of business on October 31, 2023.

Adoption of Accounting Pronouncement

On January 1, 2022, we adopted Accounting Standards Update (ASU) No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU (i) simplifies an issuer’s accounting for convertible instruments by eliminating two of the three models in Subtopic 470-20 that require separate accounting for embedded conversion features, (ii) amends diluted earnings per share calculations for convertible instruments by requiring the use of the if-converted method and (iii) simplifies the settlement assessment entities are required to perform on contracts that can potentially settle in an entity’s own equity by removing certain requirements. Using the modified retrospective method, the adoption of this ASU resulted in a pre-tax adjustment of $14 million to unwind the remaining unamortized debt discount within “Debt fair value adjustments” on our consolidated balance sheet and an adjustment of $11 million to unwind the balance of the conversion feature classified in “Additional paid in capital” on our consolidated statement of stockholders’ equity for the nine months ended September 30, 2022.

Accumulated Other Comprehensive Loss

Changes in the components of our “Accumulated other comprehensive loss” not including noncontrolling interests are summarized as follows:

Net unrealized<br>gains/(losses)<br>on cash flow<br>hedge derivatives Pension and<br>other<br>postretirement<br>liability adjustments Total<br>accumulated other<br>comprehensive loss
(In millions)
Balance as of December 31, 2022 $ (164) $ (238) $ (402)
Other comprehensive gain before reclassifications 2 11 13
Gain reclassified from accumulated other comprehensive loss (29) — (29)
Net current-period change in accumulated other comprehensive loss (27) 11 (16)
Balance as of September 30, 2023 $ (191) $ (227) $ (418) Net unrealized<br>gains/(losses)<br>on cash flow<br>hedge derivatives Pension and<br>other<br>postretirement<br>liability adjustments Total<br>accumulated other<br>comprehensive loss
--- --- --- --- --- --- ---
(In millions)
Balance as of December 31, 2021 $ (172) $ (239) $ (411)
Other comprehensive (loss) gain before reclassifications (366) 18 (348)
Loss reclassified from accumulated other comprehensive loss 396 — 396
Net current-period change in accumulated other comprehensive loss 30 18 48
Balance as of September 30, 2022 $ (142) $ (221) $ (363)
  1. Risk Management

Certain of our business activities expose us to risks associated with unfavorable changes in the market price of natural gas, NGL and crude oil. We also have exposure to interest rate and foreign currency risk as a result of the issuance of our debt obligations. Pursuant to our management’s approved risk management policy, we use derivative contracts to hedge or reduce our exposure to some of these risks.

Energy Commodity Price Risk Management

As of September 30, 2023, we had the following outstanding commodity forward contracts to hedge our forecasted energy commodity purchases and sales:

Net open position long/(short)
Derivatives designated as hedging contracts
Crude oil fixed price (18.2) MMBbl
Crude oil basis (1.1) MMBbl
Natural gas fixed price (56.2) Bcf
Natural gas basis (48.0) Bcf
NGL fixed price (0.8) MMBbl
Derivatives not designated as hedging contracts
Crude oil fixed price (1.6) MMBbl
Crude oil basis (6.7) MMBbl
Natural gas fixed price (6.9) Bcf
Natural gas basis (98.3) Bcf
NGL fixed price (1.0) MMBbl

As of September 30, 2023, the maximum length of time over which we have hedged, for accounting purposes, our exposure to the variability in future cash flows associated with energy commodity price risk is through December 2027.

Interest Rate Risk Management

We utilize interest rate derivatives to hedge our exposure to both changes in the fair value of our fixed rate debt instruments and variability in expected future cash flows attributable to variable interest rate payments. The following table summarizes our outstanding interest rate contracts as of September 30, 2023:

Notional amount Accounting treatment Maximum term
(In millions)
Derivatives designated as hedging instruments
Fixed-to-variable interest rate contracts(a)(b) $ 6,800 Fair value hedge March 2035
Derivatives not designated as hedging instruments
Variable-to-fixed interest rate contracts 3,445 Mark-to-Market December 2023

(a)The principal amount of hedged senior notes consisted of $2,050 million included in “Current portion of debt” and $4,750 million included in “Long-term debt” on our accompanying consolidated balance sheet.

(b)During the nine months ended September 30, 2023, certain optional expedients as set forth in Topic 848 – Reference Rate Reform were elected on certain of these contracts to preserve fair value hedge accounting treatment. See Note 10 for further information on Topic 848.

Foreign Currency Risk Management

We utilize foreign currency derivatives to hedge our exposure to variability in foreign exchange rates. The following table summarizes our outstanding foreign currency contracts as of September 30, 2023:

Notional amount Accounting treatment Maximum term
(In millions)
Derivatives designated as hedging instruments
EUR-to-USD cross currency swap contracts(a) $ 543 Cash flow hedge March 2027

(a)These swaps eliminate the foreign currency risk associated with our Euro-denominated debt.

Impact of Derivative Contracts on Our Consolidated Financial Statements

The following table summarizes the fair values of our derivative contracts included on our accompanying consolidated balance sheets:

Fair Value of Derivative Contracts
Location Derivatives Asset Derivatives Liability
September 30,<br>2023 December 31,<br>2022 September 30,<br>2023 December 31,<br>2022
(In millions)
Derivatives designated as hedging instruments
Energy commodity derivative contracts
Fair value of derivative contracts/(Fair value of derivative contracts) $ 38 $ 150 $ (153) $ (156)
Deferred charges and other assets/(Other long-term liabilities and deferred credits) 1 6 (87) (91)
Subtotal 39 156 (240) (247)
Interest rate contracts
Fair value of derivative contracts/(Fair value of derivative contracts) — — (153) (144)
Deferred charges and other assets/(Other long-term liabilities and deferred credits) 19 39 (288) (261)
Subtotal 19 39 (441) (405)
Foreign currency contracts
Fair value of derivative contracts/(Fair value of derivative contracts) — — (6) (3)
Deferred charges and other assets/(Other long-term liabilities and deferred credits) — — (23) (32)
Subtotal — — (29) (35)
Total 58 195 (710) (687)
Derivatives not designated as hedging instruments
Energy commodity derivative contracts
Fair value of derivative contracts/(Fair value of derivative contracts) 33 80 (34) (162)
Deferred charges and other assets/(Other long-term liabilities and deferred credits) 7 23 (1) (19)
Subtotal 40 103 (35) (181)
Interest rate contracts
Fair value of derivative contracts/(Fair value of derivative contracts) 8 1 — —
Total 48 104 (35) (181)
Total derivatives $ 106 $ 299 $ (745) $ (868)

The following two tables summarize the fair value measurements of our derivative contracts based on the three levels established by the ASC. The tables also identify the impact of derivative contracts which we have elected to present on our accompanying consolidated balance sheets on a gross basis that are eligible for netting under master netting agreements.

Balance sheet asset <br>fair value measurements by level Contracts available for netting Cash collateral held(a)
Level 1 Level 2 Level 3 Gross amount Net amount
(In millions)
As of September 30, 2023
Energy commodity derivative contracts(b) $ 40 $ 39 $ — $ 79 $ (25) $ — $ 54
Interest rate contracts — 27 — 27 — — 27
As of December 31, 2022
Energy commodity derivative contracts(b) $ 115 $ 144 $ — $ 259 $ (186) $ — $ 73
Interest rate contracts — 40 — 40 — — 40 Balance sheet liability<br>fair value measurements by level Contracts available for netting Cash collateral posted(a)
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Gross amount Net amount
(In millions)
As of September 30, 2023
Energy commodity derivative contracts(b) $ (3) $ (272) $ — $ (275) $ 25 $ (52) $ (302)
Interest rate contracts — (442) — (442) — — (442)
Foreign currency contracts — (28) — (28) — — (28)
As of December 31, 2022
Energy commodity derivative contracts(b) $ (23) $ (405) $ — $ (428) $ 186 $ (30) $ (272)
Interest rate contracts — (405) — (405) — — (405)
Foreign currency contracts — (35) — (35) — — (35)

(a)Any cash collateral paid or received is reflected in this table, but only to the extent that it represents variation margins. Any amount associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from this table.

(b)Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC WTI swaps, NGL swaps and crude oil basis swaps.

The following tables summarize the pre-tax impact of our derivative contracts on our accompanying consolidated statements of income and comprehensive income:

Derivatives in fair value hedging relationships Location Gain/(loss) recognized in income<br> on derivative and related hedged item
Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions)
Interest rate contracts Interest, net $ (74) $ (278) $ (55) $ (754)
Hedged fixed rate debt(a) Interest, net $ 77 $ 279 $ 59 $ 761

(a)As of September 30, 2023, the cumulative amount of fair value hedging adjustments to our hedged fixed rate debt was a decrease of $426 million included in “Debt fair value adjustments” on our accompanying consolidated balance sheet.

Derivatives in cash flow hedging relationships Gain/(loss)<br>recognized in OCI on derivative(a) Location Gain/(loss) reclassified from Accumulated OCI<br>into income(b)
Three Months Ended<br>September 30, Three Months Ended<br>September 30,
2023 2022 2023 2022
(In millions) (In millions)
Energy commodity derivative contracts $ (188) $ 195 Revenues—Commodity sales $ 16 $ (116)
Costs of sales (27) 17
Foreign currency contracts (10) (32) Other, net (17) (34)
Total $ (198) $ 163 Total $ (28) $ (133)
Derivatives in cash flow hedging relationships Gain/(loss)<br>recognized in OCI on derivative(a) Location Gain/(loss) reclassified from Accumulated OCI<br>into income(b)
--- --- --- --- --- --- --- --- --- ---
Nine Months Ended <br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions) (In millions)
Energy commodity derivative contracts $ (3) $ (375) Revenues—Commodity sales $ 98 $ (433)
Costs of sales (54) 34
Interest rate contracts — 7 Interest, net — —
Foreign currency contracts 6 (107) Other, net (6) (115)
Total $ 3 $ (475) Total $ 38 $ (514)

(a)We expect to reclassify approximately $145 million of loss associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of September 30, 2023 into earnings during the next twelve months (when the associated forecasted transactions are also expected to impact earnings); however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.

(b)During the three and nine months ended September 30, 2022, we recognized approximate gains of $29 million and $34 million associated with a write-down of hedged inventory. All other amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).

Derivatives not designated as accounting hedges Location Gain/(loss) recognized in income on derivatives
Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions)
Energy commodity derivative contracts Revenues—Commodity sales $ (21) $ 44 $ 11 $ 18
Costs of sales (4) (30) 116 (129)
Earnings from equity investments — (7) 1 (11)
Interest rate contracts Interest, net (6) (20) 6 28
Total(a) $ (31) $ (13) $ 134 $ (94)

(a)The three and nine months ended September 30, 2023 amounts include approximate gains of $9 million and $45 million, respectively, and the three and nine months ended September 30, 2022 amounts include approximate losses of $19 million and $39 million, respectively, associated with natural gas, crude and NGL derivative contract settlements.

Credit Risks

In conjunction with certain derivative contracts, we are required to provide collateral to our counterparties, which may include posting letters of credit or placing cash in margin accounts. As of September 30, 2023 and December 31, 2022, we had

no outstanding letters of credit supporting our commodity price risk management program. As of September 30, 2023 and December 31, 2022, we had cash margins of $28 million and $1 million, respectively, posted by our counterparties with us as collateral and reported within “Other current liabilities” on our accompanying consolidated balance sheets. The cash margin balance at September 30, 2023 represents our initial margin requirements of $24 million and variation margin requirements of $52 million posted by our counterparties. We also use industry standard commercial agreements that allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we generally utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty.

We also have agreements with certain counterparties to our derivative contracts that contain provisions requiring the posting of additional collateral upon a decrease in our credit rating. As of September 30, 2023, based on our current mark-to-market positions and posted collateral, we estimate that if our credit rating were downgraded one notch, we would not be required to post additional collateral. If we were downgraded two notches, we estimate that we would be required to post $187 million of additional collateral.

  1. Revenue Recognition

Disaggregation of Revenues

The following tables present our revenues disaggregated by segment, revenue source and type of revenue for each revenue source:

Three Months Ended September 30, 2023
Natural Gas Pipelines Products Pipelines Terminals CO2 Corporate and Eliminations Total
(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b) $ 849 $ 49 $ 211 $ — $ (1) $ 1,108
Fee-based services 268 264 102 9 (1) 642
Total services 1,117 313 313 9 (2) 1,750
Commodity sales
Natural gas sales 689 — — 28 (5) 712
Product sales 281 495 10 291 (2) 1,075
Total commodity sales 970 495 10 319 (7) 1,787
Total revenues from contracts with customers 2,087 808 323 328 (9) 3,537
Other revenues(c)
Leasing services(d) 120 50 161 15 — 346
Derivatives adjustments on commodity sales 49 (2) — (52) — (5)
Other 17 6 — 6 — 29
Total other revenues 186 54 161 (31) — 370
Total revenues $ 2,273 $ 862 $ 484 $ 297 $ (9) $ 3,907
Three Months Ended September 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- ---
Natural Gas Pipelines Products Pipelines Terminals CO2 Corporate and Eliminations Total
(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b) $ 845 $ 57 $ 199 $ — $ — $ 1,101
Fee-based services 243 247 106 11 — 607
Total services 1,088 304 305 11 — 1,708
Commodity sales
Natural gas sales 1,902 — — 24 (7) 1,919
Product sales 389 511 11 353 (1) 1,263
Total commodity sales 2,291 511 11 377 (8) 3,182
Total revenues from contracts with customers 3,379 815 316 388 (8) 4,890
Other revenues(c)
Leasing services(d) 120 51 141 16 — 328
Derivatives adjustments on commodity sales (12) — — (60) — (72)
Other 18 6 — 7 — 31
Total other revenues 126 57 141 (37) — 287
Total revenues $ 3,505 $ 872 $ 457 $ 351 $ (8) $ 5,177 Nine Months Ended September 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
Natural Gas Pipelines Products Pipelines Terminals CO2 Corporate and Eliminations Total
(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b) $ 2,615 $ 138 $ 626 $ 1 $ (2) $ 3,378
Fee-based services 752 750 298 29 (1) 1,828
Total services 3,367 888 924 30 (3) 5,206
Commodity sales
Natural gas sales 1,972 — — 61 (9) 2,024
Product sales 788 1,211 23 836 (6) 2,852
Total commodity sales 2,760 1,211 23 897 (15) 4,876
Total revenues from contracts with customers 6,127 2,099 947 927 (18) 10,082
Other revenues(c)
Leasing services(d) 357 149 476 40 — 1,022
Derivatives adjustments on commodity sales 196 (1) — (86) — 109
Other 50 18 — 15 — 83
Total other revenues 603 166 476 (31) — 1,214
Total revenues $ 6,730 $ 2,265 $ 1,423 $ 896 $ (18) $ 11,296
Nine Months Ended September 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- ---
Natural Gas Pipelines Products Pipelines Terminals CO2 Corporate and Eliminations Total
(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b) $ 2,633 $ 176 $ 585 $ 1 $ (2) $ 3,393
Fee-based services 690 723 300 35 — 1,748
Total services 3,323 899 885 36 (2) 5,141
Commodity sales
Natural gas sales 4,938 — — 68 (17) 4,989
Product sales 1,141 1,577 22 1,105 (4) 3,841
Total commodity sales 6,079 1,577 22 1,173 (21) 8,830
Total revenues from contracts with customers 9,402 2,476 907 1,209 (23) 13,971
Other revenues(c)
Leasing services(d) 355 144 430 44 — 973
Derivatives adjustments on commodity sales (132) (3) — (280) — (415)
Other 49 17 — 26 — 92
Total other revenues 272 158 430 (210) — 650
Total revenues $ 9,674 $ 2,634 $ 1,337 $ 999 $ (23) $ 14,621

(a)Differences between the revenue classifications presented on the consolidated statements of income and the categories for the disaggregated revenues by type of revenue above are primarily attributable to revenues reflected in the “Other revenues” category above (see note (c)).

(b)Includes non-cancellable firm service customer contracts with take-or-pay or minimum volume commitment elements, including those contracts where both the price and quantity amount are fixed. Excludes service contracts with index-based pricing, which along with revenues from other customer service contracts are reported as “Fee-based services.”

(c)Amounts recognized as revenue under guidance prescribed in Topics of the ASC other than in Topic 606 were primarily from leases and derivative contracts. See Note 5 for additional information related to our derivative contracts.

(d)Our revenues from leasing services are predominantly comprised of specific assets that we lease to customers under operating leases where one customer obtains substantially all of the economic benefit from the asset and has the right to direct the use of that asset. These leases primarily consist of specific tanks, treating facilities, marine vessels and gas equipment and pipelines with separate control locations. We do not lease assets that qualify as sales-type or finance leases.

Contract Balances

As of September 30, 2023 and December 31, 2022, our contract asset balances were $43 million and $33 million, respectively. Of the contract asset balance at December 31, 2022, $21 million was transferred to accounts receivable during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, our contract liability balances were $221 million and $204 million, respectively. Of the contract liability balance at December 31, 2022, $61 million was recognized as revenue during the nine months ended September 30, 2023.

Subsequent to September 30, 2023, we entered into an agreement with a customer to prepay certain fixed reservation charges under long-term transportation and terminalling contracts. We anticipate receiving $843 million in the fourth quarter of 2023 as part of this agreement. The prepayment, which relates to contracts expiring from 2035 to 2040, was discounted to present value at a rate that is attractive relative to our cost of issuing long-term debt.

Revenue Allocated to Remaining Performance Obligations

The following table presents our estimated revenue allocated to remaining performance obligations for contracted revenue that has not yet been recognized, representing our “contractually committed” revenue as of September 30, 2023 that we will invoice or transfer from contract liabilities and recognize in future periods:

Year Estimated Revenue
(In millions)
Three months ended December 31, 2023 $ 1,167
2024 4,153
2025 3,423
2026 2,933
2027 2,462
Thereafter 14,057
Total $ 28,195

Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to service or commodity sale customer contracts which have fixed pricing and fixed volume terms and conditions, generally including contracts with take-or-pay or minimum volume commitment payment obligations. Our contractually committed revenue amounts, based on the practical expedient that we elected to apply, generally exclude remaining performance obligations for contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

  1. Reportable Segments

Financial information by segment follows:

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions)
Revenues
Natural Gas Pipelines
Revenues from external customers $ 2,268 $ 3,497 $ 6,718 $ 9,653
Intersegment revenues 5 8 12 21
Products Pipelines 862 872 2,265 2,634
Terminals
Revenues from external customers 483 457 1,420 1,335
Intersegment revenues 1 — 3 2
CO2
Revenues from external customers 294 351 893 999
Intersegment revenues 3 — 3 —
Corporate and intersegment eliminations (9) (8) (18) (23)
Total consolidated revenues $ 3,907 $ 5,177 $ 11,296 $ 14,621
Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
--- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
(In millions)
Segment EBDA(a)
Natural Gas Pipelines $ 1,179 $ 1,135 $ 3,929 $ 3,453
Products Pipelines 311 257 780 855
Terminals 259 240 774 731
CO2 163 215 510 619
Total Segment EBDA 1,912 1,847 5,993 5,658
DD&A (561) (551) (1,683) (1,632)
Amortization of excess cost of equity investments (18) (19) (54) (57)
General and administrative and corporate charges (176) (149) (534) (438)
Interest, net (457) (399) (1,345) (1,087)
Income tax expense (145) (134) (509) (512)
Total consolidated net income $ 555 $ 595 $ 1,868 $ 1,932 September 30, 2023 December 31, 2022
--- --- --- --- ---
(In millions)
Assets
Natural Gas Pipelines $ 47,642 $ 47,978
Products Pipelines 8,923 8,985
Terminals 8,250 8,357
CO2 3,459 3,449
Corporate assets(b) 588 1,309
Total consolidated assets $ 68,862 $ 70,078

(a)Includes revenues, earnings from equity investments, operating expenses, gain on divestitures and impairments, net, other income, net, and other, net. Operating expenses include costs of sales, operations and maintenance expenses, and taxes, other than income taxes.

(b)Includes cash and cash equivalents, restricted deposits, certain prepaid assets and deferred charges, risk management assets related to derivative contracts, corporate headquarters in Houston, Texas and miscellaneous corporate assets (such as information technology, telecommunications equipment and legacy activity) not allocated to our reportable segments.

  1. Income Taxes

Income tax expense included on our accompanying consolidated statements of income is as follows:

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except percentages)
Income tax expense $ 145 $ 134 $ 509 $ 512
Effective tax rate 20.7 % 18.4 % 21.4 % 20.9 %

The effective tax rate for the three months ended September 30, 2023 is lower than the statutory federal rate of 21% primarily due to dividend-received deductions from our investments in Florida Gas Pipeline (Citrus), NGPL Holdings and Products (SE) Pipe Line Company (PPL), partially offset by state income taxes.

The effective tax rate for the nine months ended September 30, 2023 is higher than the statutory federal rate of 21% primarily due to state income taxes, partially offset by dividend-received deductions from our investments in Citrus, NGPL Holdings and PPL.

The effective tax rates for the three and nine months ended September 30, 2022 are lower than the statutory federal rate of 21% primarily due to the recognition of additional 2021 enhanced oil recovery credits from our initial estimate, the adjustment

to the deferred tax liability as a result of the reduction in the state tax rate and dividend-received deductions from our investments in Citrus, NGPL Holdings and PPL, partially offset by state income taxes.

  1. Litigation and Environmental

We and our subsidiaries are parties to various legal, regulatory and other matters arising from the day-to-day operations of our businesses or certain predecessor operations that may result in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact to our business. We believe we have numerous and substantial defenses to the matters to which we are a party and intend to vigorously defend the Company. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose the following contingencies where an adverse outcome may be material or, in the judgment of management, we conclude the matter should otherwise be disclosed.

Gulf LNG Facility Disputes

On September 28, 2018, Gulf LNG Energy, LLC and Gulf LNG Pipeline, LLC (GLNG) filed a lawsuit against Eni S.p.A. in the Supreme Court of the State of New York in New York County to enforce a Guarantee Agreement (Guarantee) entered into by Eni S.p.A. on December 10, 2007 in connection with a contemporaneous terminal use agreement entered into by its affiliate, Eni USA Gas Marketing LLC (Eni USA). The suit to enforce the Guarantee against Eni S.p.A. was filed after an arbitration tribunal delivered an award on June 29, 2018 which called for the termination of the terminal use agreement and payment of compensation by Eni USA to GLNG. In response to GLNG’s lawsuit to enforce the Guarantee, Eni S.p.A. filed counterclaims and other claims based on the terminal use agreement and a parent direct agreement with Gulf LNG Energy (Port), LLC. The foregoing counterclaims and other claims asserted by Eni S.p.A sought unspecified damages and involved the same substantive allegations which were dismissed with prejudice in previous separate arbitrations with Eni USA described above and with GLNG’s remaining customer Angola LNG Supply Services LLC (ALSS), a consortium of international oil companies including Eni S.p.A. On January 4, 2022, the trial court granted Eni S.p.A’s motion for summary judgment on GLNG’s claims to enforce the Guarantee. The Appellate Division denied GLNG’s appeal on February 9, 2023 and denied GLNG’s motion for rehearing on July 6, 2023. GLNG elected not to pursue further recourse to the state Court of Appeals, which is the state’s highest appellate court, thereby concluding GLNG’s efforts to enforce the Guarantee.. With respect to the counterclaims and other claims asserted by Eni S.p.A., the trial court granted GLNG’s motion for summary judgment on June 13, 2023 and entered judgment dismissing all of Eni S.p.A.’s claims with prejudice on September 15, 2023. Eni S.p.A. filed a notice of appeal to the state Appellate Division. We intend to vigorously oppose Eni S.p.A’s appeal.

Freeport LNG Winter Storm Litigation

On September 13, 2021, Freeport LNG Marketing, LLC (Freeport) filed a lawsuit against Kinder Morgan Texas Pipeline LLC and Kinder Morgan Tejas Pipeline LLC in the 133rd District Court of Harris County, Texas (Case No. 2021-58787) alleging that defendants breached the parties’ base contract for sale and purchase of natural gas by failing to repurchase natural gas nominated by Freeport between February 10-22, 2021 during Winter Storm Uri. We deny that we were obligated to repurchase natural gas from Freeport given our declaration of force majeure during the storm and our compliance with emergency orders issued by the Railroad Commission of Texas providing heightened priority for the delivery of gas to human needs customers. Freeport alleges that it is owed approximately $104 million, plus attorney fees and interest. On October 24, 2022, the trial court granted our motion for summary judgment on all of Freeport’s claims. On November 21, 2022, Freeport filed a notice of appeal to the 14th Court of Appeals, where the matter remains pending. We believe our declaration of force majeure was proper and intend to continue to vigorously defend this case.

Pension Plan Litigation

On February 22, 2021, Kinder Morgan Retirement Plan A participants Curtis Pedersen and Beverly Leutloff filed a purported class action lawsuit under the Employee Retirement Income Security Act of 1974 (ERISA). The named plaintiffs were hired initially by the ANR Pipeline Company (ANR) in the late 1970s. Following a series of corporate acquisitions, plaintiffs became participants in pension plans sponsored by the Coastal Corporation (Coastal), El Paso Corporation (El Paso) and our company by virtue of our acquisition of El Paso in 2012 and our assumption of certain of El Paso’s pension plan obligations. The complaint, which was filed initially in federal court in Michigan, then transferred to the U.S. District Court for the Southern District of Texas (Civil Action No. 4:21-3590), and later amended to include the Kinder Morgan Retirement Plan B, alleges that the series of foregoing transactions resulted in changes to plaintiffs’ retirement benefits which are now contested on a purported class-wide basis in the lawsuit. The complaint asserts six claims that fall within three primary theories of

liability. Claims I, II, and III all seek the same plan modification as to how the plans calculate benefits for former participants in the Coastal plan. These claims challenge plan provisions which are alleged to constitute impermissible “backloading” or “cutback” of benefits. Claims IV and V allege that former participants in the ANR plans should be eligible for unreduced benefits at younger ages than the plans currently provide. Claim VI asserts that actuarial assumptions used to calculate reduced early retirement benefits for current or former ANR employees are outdated and therefore unreasonable. The complaint alleges that the purported class includes over 10,000 individuals. The lawsuit is in the discovery stage and plaintiffs have moved for class certification. Plaintiffs seek to recover early retirement benefits as well as declaratory and injunctive relief, but have not pleaded, disclosed or otherwise specified a calculation of alleged damages. Accordingly, the extent of potential plan liabilities for past or future benefits, if any, remains to be determined. We believe we have numerous and substantial defenses and intend to vigorously defend this case.

Pipeline Integrity and Releases

From time to time, despite our best efforts, our pipelines experience leaks and ruptures. These leaks and ruptures may cause explosions, fire, and damage to the environment, damage to property and/or personal injury or death. In connection with these incidents, we may be sued for damages caused by an alleged failure to properly mark the locations of our pipelines and/or to properly maintain our pipelines. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may seek civil and/or criminal fines and penalties.

Arizona Line 2000 Rupture

On August 15, 2021, the 30” EPNG Line 2000 natural gas transmission pipeline ruptured in a rural area in Coolidge, Arizona. The failure resulted in a fire which destroyed a home, resulting in two fatalities and one injury. The National Transportation Safety Board investigated the incident and issued its report on April 27, 2023. EPNG completed the physical work on Line 2000 in accordance with PHMSA’s requirements and returned the pipeline to commercial service in February 2023. We notified our insurers and resolved the claims presented by or on behalf of the residents of the home without litigation or a material adverse impact to our business.

General

As of September 30, 2023 and December 31, 2022, our total reserve for legal matters was $21 million and $70 million, respectively.

Environmental Matters

We and our subsidiaries are subject to environmental cleanup and enforcement actions from time to time. In particular, CERCLA generally imposes joint and several liability for cleanup and enforcement costs on current and predecessor owners and operators of a site, among others, without regard to fault or the legality of the original conduct, subject to the right of a liable party to establish a “reasonable basis” for apportionment of costs. Our operations are also subject to local, state and federal laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in pipeline, terminal, CO2 field and oil field, and our other operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments could result in substantial costs and liabilities to us, such as increasingly stringent environmental laws, regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or persons resulting from our operations.

We are currently involved in several governmental proceedings involving alleged violations of local, state and federal environmental and safety regulations. As we receive notices of non-compliance, we attempt to negotiate and settle such matters where appropriate. These alleged violations may result in fines and penalties, but except as disclosed herein we do not believe any such fines and penalties will be material to our business, individually or in the aggregate. We are also currently involved in several governmental proceedings involving groundwater and soil remediation efforts under state or federal administrative orders or related remediation programs. We have established a reserve to address the costs associated with the remediation efforts.

In addition, we are involved with and have been identified as a potentially responsible party (PRP) in several federal and state Superfund sites. Environmental reserves have been established for those sites where our contribution is probable and reasonably estimable. In addition, we are from time to time involved in civil proceedings relating to damages alleged to have occurred as a result of accidental leaks or spills of refined petroleum products, crude oil, NGL, natural gas or CO2, including natural resource damage (NRD) claims.

Portland Harbor Superfund Site, Willamette River, Portland, Oregon

On January 6, 2017, the EPA issued a Record of Decision (ROD) that established a final remedy and cleanup plan for an industrialized area on the lower reach of the Willamette River commonly referred to as the Portland Harbor Superfund Site (PHSS). The cost for the final remedy is estimated to be more than $2.8 billion and active cleanup is expected to take more than 10 years to complete. KMLT, KMBT, and some 90 other PRPs identified by the EPA are involved in a non-judicial allocation process to determine each party’s respective share of the cleanup costs related to the final remedy set forth by the ROD. We are participating in the allocation process on behalf of KMLT (in connection with its ownership or operation of two facilities) and KMBT (in connection with its ownership or operation of two facilities). Effective January 31, 2020, KMLT entered into separate Administrative Settlement Agreements and Orders on Consent (ASAOC) to complete remedial design for two distinct areas within the PHSS associated with KMLT’s facilities. The ASAOC obligates KMLT to pay a share of the remedial design costs for cleanup activities related to these two areas as required by the ROD. Our share of responsibility for the PHSS costs will not be determined until the ongoing non-judicial allocation process is concluded or a lawsuit is filed that results in a judicial decision allocating responsibility. At this time we anticipate the non-judicial allocation process will be complete in or around December 2024. Until the allocation process is completed, we are unable to reasonably estimate the extent of our liability for the costs related to the design of the proposed remedy and cleanup of the PHSS. Because costs associated with any remedial plan are expected to be spread over at least several years, we do not anticipate that our share of the costs of the remediation will have a material adverse impact to our business.

In addition to CERCLA cleanup costs, we are reviewing and will attempt to settle, if possible, NRD claims in the amount of approximately $5 million asserted by state and federal trustees following their natural resource assessment of the PHSS.

Lower Passaic River Study Area of the Diamond Alkali Superfund Site, New Jersey

EPEC Polymers, Inc. and EPEC Oil Company Liquidating Trust (collectively EPEC) are identified as PRPs in an administrative action under CERCLA known as the Lower Passaic River Study Area (Site) concerning the lower 17-mile stretch of the Passaic River in New Jersey. On March 4, 2016, the EPA issued a Record of Decision (ROD) for the lower eight miles of the Site. At that time the cleanup plan in the ROD was estimated to cost $1.7 billion. The cleanup is expected to take at least six years to complete once it begins. In addition, the EPA and numerous PRPs, including EPEC, engaged in an allocation process for the implementation of the remedy for the lower eight miles of the Site. That process was completed December 28, 2020 and certain PRPs, including EPEC, engaged in discussions with the EPA as a result thereof. On October 4, 2021, the EPA issued a ROD for the upper nine miles of the Site. At that time, the cleanup plan in the ROD was estimated to cost $440 million. No timeline for the cleanup has been established. On December 16, 2022, the United States Department of Justice (DOJ) and EPA announced a settlement and proposed consent decree with 85 PRPs, including EPEC, to resolve their collective liability at the Site. The total amount of the settlement is $150 million. Also on December 16, 2022, the DOJ on behalf of the EPA filed a Complaint against the 85 PRPs, including EPEC, a Notice of Lodging of Consent Decree, and a Consent Decree in the U.S. District Court for the District of New Jersey. We believe our share of the costs to resolve this matter, including our share of the settlement with EPA and the costs to remediate the Site, if any, will not have a material adverse impact to our business.

Louisiana Governmental Coastal Zone Erosion Litigation

Beginning in 2013, several parishes in Louisiana and the City of New Orleans filed separate lawsuits in state district courts in Louisiana against a number of oil and gas companies, including TGP and SNG. In these cases, the parishes and New Orleans, as Plaintiffs, allege that certain of the defendants’ oil and gas exploration, production and transportation operations were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended (SLCRMA) and that those operations caused substantial damage to the coastal waters of Louisiana and nearby lands. The Plaintiffs seek, among other relief, unspecified money damages, attorneys’ fees, interest, and payment of costs necessary to restore the affected areas. There are more than 40 of these cases pending in Louisiana against oil and gas companies, one of which is against TGP and one of which is against SNG, both described further below.

On November 8, 2013, the Parish of Plaquemines, Louisiana and others filed a petition for damages in the state district court for Plaquemines Parish, Louisiana against TGP and 17 other energy companies, alleging that the defendants’ operations in Plaquemines Parish violated SLCRMA and Louisiana law, and caused substantial damage to the coastal waters and nearby lands. Plaquemines Parish seeks, among other relief, unspecified money damages, attorney fees, interest, and payment of costs necessary to restore the allegedly affected areas. In May 2018, the case was removed to the U.S. District Court for the Eastern District of Louisiana. The case has been effectively stayed pending the resolution of jurisdictional issues in separate, consolidated cases to which TGP is not a party; The Parish of Plaquemines, et al. vs. Chevron USA, Inc. et al. consolidated with

The Parish of Cameron, et al. v. BP America Production Company, et al. Those cases were removed to federal court and subsequently remanded to the state district courts for Plaquemines and Cameron Parishes, respectively. On September 27, 2023, the U.S. District Court ordered the case be stayed and administratively closed pending the resolution of jurisdictional issues. At this time, we are not able to reasonably estimate the extent of our potential liability, if any. We intend to vigorously defend this case.

On March 29, 2019, the City of New Orleans and Orleans Parish (collectively, Orleans) filed a petition for damages in the state district court for Orleans Parish, Louisiana against SNG and 10 other energy companies alleging that the defendants’ operations in Orleans Parish violated the SLCRMA and Louisiana law, and caused substantial damage to the coastal waters and nearby lands. Orleans seeks, among other relief, unspecified money damages, attorney fees, interest, and payment of costs necessary to restore the allegedly affected areas. In April 2019, the case was removed to the U.S. District Court for the Eastern District of Louisiana. In January 2020, the U.S. District Court ordered the case to be stayed and administratively closed pending the resolution of issues in a separate case to which SNG is not a party. On May 3, 2023, the U.S. District Court re-opened the case. At this time, we are not able to reasonably estimate the extent of our potential liability, if any. We intend to vigorously defend this case.

Products Pipeline Incident, Walnut Creek, California

On November 20, 2020, SFPP identified an issue on its Line Section 16 (LS-16) which transports petroleum products in California from Concord to San Jose. We shut down the pipeline and notified the appropriate regulatory agencies of a “threatened release” of gasoline. We investigated the issue and on November 24, 2020, identified a crack in the pipeline and notified the regulatory agencies of a “confirmed release.” The damaged section of the pipeline was removed and replaced, and the pipeline resumed operations on November 26, 2020. We reported the estimated volume of gasoline released to be 8.1 Bbl. On December 2, 2020, complaints of gasoline odors were reported along the LS-16 pipeline corridor in Walnut Creek. A unified response was implemented by us along with the EPA, the California Office of Spill Prevention and Response, the California Fire Marshall, and the San Francisco Regional Water Quality Control Board. On December 8, 2020, we reported an updated estimated spill volume of up to 1,000 Bbl.

On October 28, 2021, we were informed by the California Attorney General it was contemplating criminal charges against us asserting the November 2020 discharge of gasoline affected waters of the State of California, and there was a failure to make timely notices of this discharge to appropriate state agencies. On December 16, 2021, we entered into a plea agreement with the State of California to resolve misdemeanor charges of the unintentional, non-negligent discharge of gasoline resulting from the release and the claimed failure to provide timely notices of the discharge to appropriate state agencies. Under the plea agreement, SFPP plead no-contest to two misdemeanors and paid approximately $2.5 million in fines, penalties, restitution, environmental improvement project funding, and for enforcement training in the State of California, and was placed on informal, unsupervised probation for a term of 18 months. On May 8, 2023, the California Attorney General confirmed SFPP had complied with the terms of the plea agreement.

Since the November 2020 release, we have cooperated fully with federal and state agencies and worked diligently to remediate the affected areas. There may be civil enforcement actions by federal and state agencies arising from the November 2020 release. Further, we anticipate ongoing monitoring and, where necessary, remediation under the oversight of the San Francisco Regional Water Quality Control Board until site conditions demonstrate no further actions are required. We do not anticipate the costs to resolve those enforcement matters, if any, or the costs to monitor and further remediate the site, will have a material adverse impact to our business.

General

Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters set forth in this note, and other matters to which we and our subsidiaries are a party, will not have a material adverse effect on our business. As of September 30, 2023 and December 31, 2022, we have accrued a total reserve for environmental liabilities in the amount of $208 million and $221 million, respectively. In addition, as of September 30, 2023 and December 31, 2022, we had receivables of $11 million and $12 million, respectively, recorded for expected cost recoveries that have been deemed probable.

Challenge to Federal “Good Neighbor Plan”

On July 14, 2023, we filed a Petition for Review against the EPA and others in the U.S. Court of Appeals for the District of Columbia Circuit seeking review of the EPA’s final action promulgating the EPA’s final rule known as the “Good Neighbor Plan” (the Plan). The Plan was published in the Federal Register as a final rule on June 5, 2023. The Plan is a federal

implementation plan to address certain interstate transport requirements of the Clean Air Act for the 2015 8-hour Ozone National Ambient Air Quality Standards. We believe that the Plan is deeply flawed and that numerous and substantial bases for challenging the Plan exist. If the Plan were fully implemented, its 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. If the Plan were to remain in effect in its current form (including full compliance by its May 1, 2026 compliance deadline, and assuming failure of all pending challenges to state implementation plan disapprovals and no successful challenge to the Plan), we anticipate that it would have a material impact on us. On July 27, 2023, we filed a Motion to Stay the Plan Pending Review, and on September 25, 2023, the U.S. Court of Appeals denied the Motion. On October 13, 2023, we filed an Emergency Application for Stay of Final Agency Action in the United States Supreme Court.

On July 31, 2023, the EPA published an Interim Final Rule entitled “Federal ‘Good Neighbor Plan’ for the 2015 Ozone National Ambient Air Quality Standards; Response to Judicial Stays of SIP Disapproval Action for Certain States.” On September 29, 2023, we filed a Petition for Review against the EPA and others in the U.S. Court of Appeals for the District of Columbia seeking review of the Interim Final Rule.

Impacts of the Plan are difficult to predict, particularly given the extensive pending litigation. We would seek to mitigate the impacts, and to recover expenditures through adjustments to our rates on our regulated assets where available.

  1. Recent Accounting Pronouncements

Accounting Standards Updates

Reference Rate Reform (Topic 848)

On March 12, 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (SOFR). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met.

On January 7, 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that all derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment (the “Discounting Transition”) are in the scope of Topic 848 and therefore qualify for the available temporary optional expedients and exceptions. As such, entities that employ derivatives that are the designated hedged item in a hedge relationship where perfect effectiveness is assumed can continue to apply hedge accounting without de-designating the hedging relationship to the extent such derivatives are impacted by the Discounting Transition.

On December 21, 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the optional expedients and exceptions in Topic 848.

The guidance was effective upon issuance.

During the nine months ended September 30, 2023 we amended certain of our existing fixed-to-variable interest rate swap agreements, which were designated as fair value hedges, to transition the variable leg of such agreements from LIBOR to SOFR. These agreements contain a combined notional principal amount of $1,225 million and convert a portion of our fixed rate debt to variable rates. Concurrent with these amendments, we elected certain of the optional expedients provided in Topic 848 which allow us to maintain our prior designation of fair value hedge accounting to these agreements. See Note 5 “Risk Management—Interest Rate Risk Management” for more information on our interest rate risk management activities.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General and Basis of Presentation

The following discussion and analysis should be read in conjunction with our accompanying interim consolidated financial statements and related notes included elsewhere in this report, and in conjunction with (i) our consolidated financial statements and related notes in our 2022 Form 10-K; (ii) our management’s discussion and analysis of financial condition and results of operations included in our 2022 Form 10-K; (iii) “Information Regarding Forward-Looking Statements” at the beginning of this report and in our 2022 Form 10-K; and (iv) “Risk Factors” in Part II, Item 1A of this report and Part I, Item 1 in our 2022 Form 10-K.

Acquisition

Following is an acquisition we made during the nine months ended September 30, 2023.

Event Description Business Segment
Diamond M Field acquisition<br><br>(June 2023) We closed on our acquisition of Parallel Petroleum’s interest in the Diamond M Field for $15 million, before working capital adjustments. The acquired field is located directly adjacent to our existing SACROC field. It is currently under waterflood, but it is expected to be very receptive to CO2 flooding given its proximity to SACROC. Implementation of enhanced oil recovery is projected to begin in 2024. CO2 business segment<br><br>(Oil and Gas Producing activities)

2023 Dividends and Discretionary Capital

We expect to declare dividends of $1.13 per share for 2023, a 2% increase from the 2022 declared dividends of $1.11 per share. We now expect to invest $1.9 billion in expansion projects, acquisitions, and contributions to joint ventures during 2023.

The expectations for 2023 discussed above involve risks, uncertainties and assumptions, and are not guarantees of performance.  Many of the factors that will determine these expectations are beyond our ability to control or predict, and because of these uncertainties, it is advisable not to put undue reliance on any forward-looking statement.

Results of Operations

Overview

As described in further detail below, our management evaluates our performance primarily using Net income attributable to Kinder Morgan, Inc. and Segment EBDA (as presented in Note 7 “Reportable Segments”) along with the non-GAAP financial measures of Adjusted Earnings and DCF, both in the aggregate and per share for each, Adjusted Segment EBDA, Adjusted EBITDA and Net Debt.

GAAP Financial Measures

The Consolidated Earnings Results for the three and nine months ended September 30, 2023 and 2022 present Net income attributable to Kinder Morgan, Inc., as prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 7 “Reportable Segments” pursuant to FASB ASC 280. The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles. Segment EBDA is a useful measure of our operating performance because it measures the operating results of our segments before DD&A and certain expenses that are generally not controllable by our business segment operating managers, such as general and administrative expenses and corporate charges, interest expense, net, and income taxes. Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated litigation and environmental expenses, and shared corporate services including accounting, information technology, human resources and legal services.

Non-GAAP Financial Measures

Our non-GAAP financial measures described below should not be considered alternatives to GAAP Net income attributable to Kinder Morgan, Inc. or other GAAP measures and have important limitations as analytical tools. Our

computations of these non-GAAP financial measures may differ from similarly titled measures used by others. You should not consider these non-GAAP financial measures in isolation or as substitutes for an analysis of our results as reported under GAAP. Management compensates for the limitations of our consolidated non-GAAP financial measures by reviewing our comparable GAAP measures identified in the descriptions of consolidated non-GAAP measures below, understanding the differences between the measures and taking this information into account in its analysis and its decision-making processes.

Certain Items

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 most cases are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation and casualty losses). (See the tables included in “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Earnings,” “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to DCF” and “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA” below). We also include adjustments related to joint ventures (see “Amounts from Joint Ventures” below). The following table summarizes our Certain Items for the three and nine months ended September 30, 2023 and 2022, which are also described in more detail in the footnotes to tables included in “—Segment Earnings Results” below.

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(In millions)
Certain Items
Fair value amortization $ — $ (4) $ — $ (11)
Legal, environmental and other reserves — 23 — 23
Change in fair value of derivative contracts(a) 37 (6) (93) 49
Loss on impairment — — 67 —
Income tax Certain Items(b) (7) (20) 6 (35)
Other — 6 — 24
Total Certain Items(c)(d) $ 30 $ (1) $ (20) $ 50

(a)Gains or losses are reflected when realized.

(b)Represents the income tax provision on Certain Items plus discrete income tax items. 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)Amounts for the periods ending September 30, 2023 and 2022 include the following amounts reported within “Earnings from equity investments” on the accompanying consolidated statements of income: (i) $1 million and $(1) million for the three-month periods, respectively, and none and $4 million for the nine-month periods, respectively, included within “Change in fair value of derivative contracts” and (ii) $67 million, for the 2023 nine-month 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 2 “Losses on Impairments—Impairments”).

(d)Amounts for the periods ending September 30, 2023 and 2022 include, in the aggregate, $3 million and $15 million for the three-month periods, respectively, and $(10) million and $(46) million for the nine-month periods, respectively, included within “Interest, net” on the accompanying consolidated statements of income which consist of (i) none and $(4) million for the three-month periods, respectively, and none and $(11) million for the nine-month periods, respectively, of “Fair value amortization” and (ii) $3 million and $19 million for the three-month periods, respectively, and $(10) million and $(35) million for the nine-month periods, respectively, of “Change in fair value of derivative contracts.”

Adjusted Earnings

Adjusted Earnings is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items. Adjusted Earnings 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 Earnings is Net income attributable to Kinder Morgan, Inc. Adjusted Earnings per share uses Adjusted Earnings and 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. to Adjusted Earnings” below.

DCF

DCF 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, cash taxes, sustaining capital expenditures and other items. We also adjust amounts from joint ventures for income taxes, DD&A, cash taxes and sustaining capital expenditures (see “Amounts from Joint Ventures” below). DCF is a significant performance measure used by us, investors and other external users of our financial statements to evaluate our performance and to measure and estimate the ability of our assets to generate economic earnings after paying interest expense, paying cash taxes and expending sustaining capital. 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. DCF should not be used as an alternative to net cash provided by operating activities computed under GAAP. We believe the GAAP measure most directly comparable to DCF is Net income attributable to Kinder Morgan, Inc. DCF per share is DCF divided by average outstanding shares, including restricted stock awards that participate in dividends. See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to DCF” below.

Adjusted Segment EBDA

Adjusted Segment EBDA is calculated by adjusting Segment EBDA for Certain Items attributable to the segment. Adjusted Segment EBDA is used by management in its analysis of segment performance and management of our business. We believe Adjusted Segment EBDA is a useful performance metric because it provides management, investors and other external users of our financial statements additional insight into performance trends across our business segments, our segments’ relative contributions to our consolidated performance and the ability of our segments to generate earnings on an ongoing basis. 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. We believe it is useful to investors because it is a measure that management uses to allocate resources to our segments and assess each segment’s performance. See “—Non-GAAP Financial Measures—Reconciliation of Segment EBDA to Adjusted Segment EBDA” below.

Adjusted EBITDA

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. We also include amounts from joint ventures for income taxes and DD&A (see “Amounts from Joint Ventures” below). Adjusted EBITDA is used by management, investors and other external users, in conjunction with our Net Debt (as described further below), to evaluate our leverage. 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. We believe the GAAP measure most directly comparable to Adjusted EBITDA is Net income attributable to Kinder Morgan, Inc. See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA” below.

Amounts from Joint Ventures

Certain Items, DCF and Adjusted EBITDA reflect amounts from unconsolidated joint ventures and consolidated joint ventures utilizing the same recognition and measurement methods used to record “Earnings from equity investments” and “Noncontrolling interests,” respectively. The calculations of DCF and Adjusted EBITDA related to our unconsolidated and consolidated joint ventures include the same items (DD&A and income tax expense, and for DCF only, also cash taxes and sustaining capital expenditures) with respect to the joint ventures as those included in the calculations of DCF and Adjusted EBITDA for our wholly-owned consolidated subsidiaries; further, we remove the portion of these adjustments attributable to non-controlling interests. (See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to DCF” and “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA” below.) Although these amounts related to our unconsolidated joint ventures are included in the calculations of DCF and Adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated joint ventures.

Net Debt

Net Debt is calculated, based on amounts as of September 30, 2023, by subtracting the following amounts from our debt balance of $31,001 million: (i) cash and cash equivalents of $80 million; (ii) debt fair value adjustments of $8 million; and (iii) the foreign exchange impact on Euro-denominated bonds of $(14) million for which we have entered into currency swaps to convert that debt to U.S. dollars. Net Debt, on its own and in conjunction with our Adjusted EBITDA as part of a ratio of Net Debt-to-Adjusted EBITDA, is a non-GAAP financial measure that is used by management, investors and other external users of our financial information to evaluate our leverage. Our ratio of Net Debt-to-Adjusted EBITDA is also used as a supplemental performance target for purposes of our annual incentive compensation program. We believe the most comparable measure to Net Debt is total debt.

Consolidated Earnings Results

The following tables summarize the key components of our consolidated earnings results.

Three Months Ended September 30,
2023 2022 Earnings<br>increase/(decrease)
(In millions, except percentages)
Revenues $ 3,907 $ 5,177 $ (1,270) (25) %
Operating Costs, Expenses and Other
Costs of sales (exclusive of items shown separately below) (1,405) (2,717) 1,312 48 %
Operations and maintenance (738) (712) (26) (4) %
DD&A (561) (551) (10) (2) %
General and administrative (162) (162) — — %
Taxes, other than income taxes (106) (113) 7 6 %
Gain on divestitures and impairments, net 3 9 (6) (67) %
Total Operating Costs, Expenses and Other (2,969) (4,246) 1,277 30 %
Operating Income 938 931 7 1 %
Other Income (Expense)
Earnings from equity investments 234 195 39 20 %
Amortization of excess cost of equity investments (18) (19) 1 5 %
Interest, net (457) (399) (58) (15) %
Other, net 3 21 (18) (86) %
Total Other Expense (238) (202) (36) (18) %
Income Before Income Taxes 700 729 (29) (4) %
Income Tax Expense (145) (134) (11) (8) %
Net Income 555 595 (40) (7) %
Net Income Attributable to Noncontrolling Interests (23) (19) (4) (21) %
Net Income Attributable to Kinder Morgan, Inc. $ 532 $ 576 $ (44) (8) %
Basic and diluted earnings per share $ 0.24 $ 0.25 $ (0.01) (4) %
Basic and diluted weighted average shares outstanding 2,230 2,253 (23) (1) %
Declared dividends per share $ 0.2825 $ 0.2775 $ 0.005 2 %
Nine Months Ended <br>September 30,
--- --- --- --- --- --- --- --- ---
2023 2022 Earnings<br>increase/(decrease)
(In millions, except percentages)
Revenues $ 11,296 $ 14,621 $ (3,325) (23) %
Operating Costs, Expenses and Other
Costs of sales (exclusive of items shown separately below) (3,591) (7,294) 3,703 51 %
Operations and maintenance (2,062) (1,960) (102) (5) %
DD&A (1,683) (1,632) (51) (3) %
General and administrative (497) (470) (27) (6) %
Taxes, other than income taxes (319) (340) 21 6 %
Gain on divestitures and impairments, net 16 30 (14) (47) %
Other income, net 2 6 (4) (67) %
Total Operating Costs, Expenses and Other (8,134) (11,660) 3,526 30 %
Operating Income 3,162 2,961 201 7 %
Other Income (Expense)
Earnings from equity investments 607 564 43 8 %
Amortization of excess cost of equity investments (54) (57) 3 5 %
Interest, net (1,345) (1,087) (258) (24) %
Other, net 7 63 (56) (89) %
Total Other Expense (785) (517) (268) (52) %
Income Before Income Taxes 2,377 2,444 (67) (3) %
Income Tax Expense (509) (512) 3 1 %
Net Income 1,868 1,932 (64) (3) %
Net Income Attributable to Noncontrolling Interests (71) (54) (17) (31) %
Net Income Attributable to Kinder Morgan, Inc. $ 1,797 $ 1,878 $ (81) (4) %
Basic and diluted earnings per share $ 0.80 $ 0.83 $ (0.03) (4) %
Basic and diluted weighted average shares outstanding 2,238 2,262 (24) (1) %
Declared dividends per share $ 0.8475 $ 0.8325 $ 0.015 2 %

Our consolidated revenues include fees for transportation and other midstream services that we perform. Fluctuations in our consolidated services revenue largely reflect changes in volumes and/or in the rates we charge. Our consolidated costs of sales and sales revenues also include purchases and sales of natural gas and products (which means, collectively, NGL, crude oil, CO2 and transmix) and related derivative activity. Our consolidated sales revenue will fluctuate with commodity prices and volumes, and the associated costs of sales will usually have a commensurate and offsetting impact, except for the CO2 segment, which produces, instead of purchases, the crude oil and CO2 it sells. Additionally, fluctuations in revenues and costs of sales may be further impacted by gains or losses from derivative contracts that we use to manage our commodity price risk.

Below is a discussion of significant changes in our Consolidated Earnings Results for the comparable three and nine-month periods ended September 30, 2023 and 2022:

Revenues

Revenues decreased $1,270 million and $3,325 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods. The decreases were primarily due to lower natural gas sales of $1,207 million and $2,965 million, respectively, and lower product sales of $188 million and $989 million, respectively, driven primarily by lower commodity prices partially offset by the impact of derivative contracts used to hedge commodity sales of $67 million and $524 million, respectively, which includes both realized and unrealized gains and losses from derivatives. These decreases in revenues were offset by corresponding decreases in our costs of sales as described below under “Operating Costs, Expenses and Other—Costs of sales.”

Operating Costs, Expenses and Other

Costs of sales

Costs of sales decreased $1,312 million and $3,703 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods. The decreases were primarily due to lower costs of sales for natural gas of $1,129 million and $2,860 million, respectively, and for products of $197 million and $646 million, respectively, driven primarily by lower commodity prices. Costs of sales was partially offset by increases of $18 million and further reduced by $157 million, respectively, for the impacts of derivative contracts used to hedge commodity purchases which includes both realized and unrealized gains and losses from derivatives.

Operations and Maintenance

Operations and maintenance increased $26 million and $102 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods. The increases were primarily driven by higher labor, fuel costs, materials and supplies and services related to greater activity levels and inflation partially offset by a legal reserve associated with the EPNG pipeline rupture established in the 2022 period.

Other Income (Expense)

Interest, net

In the table above, we report our interest expense as “net,” meaning that we have subtracted interest income and capitalized interest from our total interest expense to arrive at one interest amount.  Our interest expense, net increased $58 million and $258 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods. The increases were primarily due to higher realized Secured Overnight Financing Rates associated with interest rate swaps.

Non-GAAP Financial Measures

Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Earnings

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except per share amounts)
Net income attributable to Kinder Morgan, Inc. $ 532 $ 576 $ 1,797 $ 1,878
Certain Items(a)
Fair value amortization — (4) — (11)
Legal, environmental and other reserves — 23 — 23
Change in fair value of derivative contracts 37 (6) (93) 49
Loss on impairment — — 67 —
Income tax Certain Items (7) (20) 6 (35)
Other — 6 — 24
Total Certain Items 30 (1) (20) 50
Adjusted Earnings $ 562 $ 575 $ 1,777 $ 1,928
Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to DCF
Net income attributable to Kinder Morgan, Inc. $ 532 $ 576 $ 1,797 $ 1,878
Total Certain Items(b) 30 (1) (20) 50
DD&A 561 551 1,683 1,632
Amortization of excess cost of equity investments 18 19 54 57
Income tax expense(c) 152 154 503 547
Cash taxes (1) (3) (10) (12)
Sustaining capital expenditures (242) (207) (593) (498)
Amounts from joint ventures
Unconsolidated joint venture DD&A 80 89 241 242
Remove consolidated joint venture partners’ DD&A (16) (12) (47) (34)
Unconsolidated joint venture income tax expense(d)(e) 24 13 70 54
Unconsolidated joint venture cash taxes(d) (21) (12) (73) (51)
Unconsolidated joint venture sustaining capital expenditures (43) (38) (118) (89)
Remove consolidated joint venture partners’ sustaining capital expenditures 2 2 6 6
Other items(f) 18 (9) 51 (29)
DCF $ 1,094 $ 1,122 $ 3,544 $ 3,753
Adjusted Earnings per share $ 0.25 $ 0.25 $ 0.79 $ 0.85
Weighted average shares outstanding for dividends(g) 2,244 2,267 2,251 2,275
DCF per share $ 0.49 $ 0.49 $ 1.57 $ 1.65
Declared dividends per share $ 0.2825 $ 0.2775 $ 0.8475 $ 0.8325

(a)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above.

(b)See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Earnings” for a detailed listing.

(c)To avoid duplication, adjustments for income tax expense for the periods ended September 30, 2023 and 2022 exclude $(7) million and $(20) million for the three-month periods, respectively, and $6 million and $(35) million for the nine-month periods, respectively, which amounts are already included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above.

(d)Associated with our Citrus, NGPL Holdings and Products (SE) Pipe Line equity investments.

(e)Includes the tax provision on Certain Items recognized by the investees that are taxable entities. The impact of KMI’s income tax provision on Certain Items affecting earnings from equity investments is included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above.

(f)Includes non-cash pension expense, non-cash compensation associated with our restricted stock program and pension contributions.

(g)Includes restricted stock awards that participate in dividends.

Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions)
Net income attributable to Kinder Morgan, Inc. $ 532 $ 576 $ 1,797 $ 1,878
Certain Items(a)
Fair value amortization — (4) — (11)
Legal, environmental and other reserves — 23 — 23
Change in fair value of derivative contracts 37 (6) (93) 49
Loss on impairment — — 67 —
Income tax Certain Items (7) (20) 6 (35)
Other — 6 — 24
Total Certain Items 30 (1) (20) 50
DD&A 561 551 1,683 1,632
Amortization of excess cost of equity investments 18 19 54 57
Income tax expense(b) 152 154 503 547
Interest, net(c) 454 384 1,355 1,133
Amounts from joint ventures
Unconsolidated joint venture DD&A 80 89 241 242
Remove consolidated joint venture partners’ DD&A (16) (12) (47) (34)
Unconsolidated joint venture income tax expense(d) 24 13 70 54
Adjusted EBITDA $ 1,835 $ 1,773 $ 5,636 $ 5,559

(a)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above.

(b)To avoid duplication, adjustments for income tax expense for the periods ended September 30, 2023 and 2022 exclude $(7) million and $(20) million for the three-month periods, respectively, and $6 million and $(35) million for the nine-month periods, respectively, which amounts are already included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above.

(c)To avoid duplication, adjustments for interest, net for the periods ended September 30, 2023 and 2022 exclude $3 million and $15 million for the three-month periods, respectively, and $(10) million and $(46) million for the nine-month periods, respectively, which amounts are already included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items,” above.

(d)Includes that tax provision on Certain Items recognized by the investees that are taxable entities associated with our Citrus, NGPL Holdings and Products (SE) Pipe Line equity investments. The impact of KMI’s income tax provision on Certain Items affecting earnings from equity investments is included within “Certain Items” above.

Below is a discussion of significant changes in our Adjusted Earnings, DCF and Adjusted EBITDA:

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(In millions)
Adjusted Earnings $ 562 $ 575 $ 1,777 $ 1,928
DCF 1,094 1,122 3,544 3,753
Adjusted EBITDA 1,835 1,773 5,636 5,559
Change from prior period Increase/(Decrease)
Adjusted Earnings $ (13) $ (151)
DCF $ (28) $ (209)
Adjusted EBITDA $ 62 $ 77

Adjusted Earnings decreased $13 million and $151 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods and were primarily driven by higher interest expense. Higher interest expense also affected DCF. The $28 million and $209 million decreases in DCF for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods were further impacted by increases in sustaining capital expenditures. Adjusted EBITDA increased $62 million and $77 million for the three and nine months ended September 30, 2023, respectively, as compared to the respective prior year periods due to favorable margins from our Natural Gas Pipeline business segment, and for the three-month period, favorable product pricing from our Products Pipelines business segment partially offset by lower commodity prices.

General and Administrative and Corporate Charges

Three Months Ended<br>September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(In millions)
General and administrative $ (162) $ (162) $ (497) $ (470)
Corporate (charges) benefit (14) 13 (37) 32
General and administrative and corporate charges $ (176) $ (149) $ (534) $ (438)
Change from prior period Earnings increase/(decrease)
General and administrative $ — $ (27)
Corporate (charges) benefit (27) (69)
Total $ (27) $ (96)

General and administrative expenses were flat and increased $27 million and corporate (charges) benefit increased $27 million and $69 million for the three and nine months ended September 30, 2023, respectively, when compared with the respective prior year periods. The combined changes were primarily due to higher pension costs of $24 million and $72 million, and higher labor and benefit-related costs of $6 million and $30 million, for the three and nine months ended September 30, 2023, respectively.

Reconciliation of Segment EBDA to Adjusted Segment EBDA

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions)
Segment EBDA(a)
Natural Gas Pipelines Segment EBDA $ 1,179 $ 1,135 $ 3,929 $ 3,453
Certain Items(b)
Legal, environmental reserves — 23 — 23
Change in fair value of derivative contracts 20 (5) (99) 89
Other — 6 — 24
Natural Gas Pipelines Adjusted Segment EBDA $ 1,199 $ 1,159 $ 3,830 $ 3,589
Products Pipelines Segment EBDA $ 311 $ 257 $ 780 $ 855
Certain Items(b)
Change in fair value of derivative contracts 2 — 3 —
Loss on impairment — — 67 —
Products Pipelines Adjusted Segment EBDA $ 313 $ 257 $ 850 $ 855
Terminals Segment EBDA $ 259 $ 240 $ 774 $ 731
CO2 Segment EBDA $ 163 $ 215 $ 510 $ 619
Certain Items(b)
Change in fair value of derivative contracts 12 (20) 13 (5)
CO2 Adjusted Segment EBDA $ 175 $ 195 $ 523 $ 614

(a)Includes revenues, earnings from equity investments, operating expenses, gain on divestitures and impairments, net, other income, net, and other, net. Operating expenses include costs of sales, operations and maintenance expenses, and taxes, other than income taxes. See “—Overview—GAAP Financial Measures” above.

(b)See “—Overview—Non-GAAP Financial Measures—Certain Items” above.

Segment Earnings Results

Natural Gas Pipelines

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except operating statistics)
Revenues $ 2,273 $ 3,505 $ 6,730 $ 9,674
Operating expenses (1,295) (2,548) (3,400) (6,706)
Gain on divestitures and impairments, net — 8 9 8
Other income — — 2 2
Earnings from equity investments 192 168 567 471
Other, net 9 2 21 4
Segment EBDA 1,179 1,135 3,929 3,453
Certain Items:
Legal, environmental and other reserves — 23 — 23
Change in fair value of derivative contracts 20 (5) (99) 89
Other — 6 — 24
Certain Items(a) 20 24 (99) 136
Adjusted Segment EBDA $ 1,199 $ 1,159 $ 3,830 $ 3,589
Change from prior period Increase/(Decrease)
Segment EBDA $ 44 $ 476
Adjusted Segment EBDA $ 40 $ 241
Volumetric data(b)
Transport volumes (BBtu/d) 40,201 38,274 39,884 38,349
Sales volumes (BBtu/d) 2,574 2,469 2,306 2,521
Gathering volumes (BBtu/d) 3,474 3,128 3,424 2,948
NGLs (MBbl/d) 35 24 34 29

(a)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. For the periods ending September 30, 2023 and 2022 Certain Items of (i) $19 million and $(4) million for the three-month periods, respectively, and $(99) million and $85 million for the nine-month periods, respectively, are associated with our Midstream business; (ii) $1 million and $(1) million for the three-month periods, respectively, and none and $4 million for the nine-month periods, respectively, are associated with our East business; and (iii) none and $29 million for the three-month periods, respectively, and none and $47 million for the nine-month periods, respectively, are associated with our West business. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.

(b)Joint venture throughput is reported at our ownership share. Volumes for assets sold are excluded for all periods presented.

Below are the changes in Segment EBDA:

Three Months Ended<br>September 30,
2023 2022 increase/<br>(decrease)
(In millions)
West $ 228 $ 184 $ 44
East 624 596 28
Midstream 327 355 (28)
Total Natural Gas Pipelines Segment EBDA $ 1,179 $ 1,135 $ 44
Nine Months Ended<br>September 30,
--- --- --- --- --- --- ---
2023 2022 increase/<br>(decrease)
(In millions)
West $ 703 $ 633 $ 70
East 1,965 1,842 123
Midstream 1,261 978 283
Total Natural Gas Pipelines Segment EBDA $ 3,929 $ 3,453 $ 476

The changes in Segment EBDA for our Natural Gas Pipelines business segment in the comparable three and nine-month periods ended September 30, 2023 and 2022 are explained by the following discussion:

•The $44 million (24%) and $70 million (11%) increases, respectively, in West were primarily due to higher earnings from EPNG due to (i) increased revenues from favorable pricing on its services and the return of a pipeline segment to service in February 2023 and (ii) an increase in gas sales margin, partially offset by (i) increased pipeline maintenance costs on EPNG and (ii) lower revenues from Cheyenne Plains Gas Pipeline Company, L.L.C. and Wyoming Interstate Company, L.L.C., principally resulting from contract expirations in December 2022.

In addition, the West was affected by costs associated with the EPNG pipeline rupture and related litigation reserve for the 2022 periods only, which we treated as Certain Items.

•The $28 million (5%) and $123 million (7%) increases, respectively, in East were primarily due to higher equity earnings from Midcontinent Express Pipeline LLC, driven by favorable pricing on new customer contracts entered into in the later part of 2022, higher revenues on our Stagecoach assets as a result of increased demand in its services and favorable pricing, higher revenues on TGP due to increased rates on capacity sales, increased demand for its services and favorable pricing partially offset by higher pipeline maintenance costs.

•The $28 million (8%) decrease and $283 million (29%) increase, respectively, in Midstream were affected by decreases in revenues and, largely in the nine-month period, costs of sales related to the impacts of non-cash mark-to-market derivative contracts used to hedge forecasted commodity sales and purchases, which we treated as Certain Items.

In addition, Midstream was impacted by (i) higher sales margins on our Texas intrastate natural gas pipeline operations largely driven by realized gains on sales hedges partially offset by lower commodity prices and (ii) higher earnings from our Hiland Midstream systems primarily due to higher services fees resulting from higher volumes and increased rates partially offset by (i) lower service fee revenues as a result of renegotiated contracts at lower rates on our South Texas assets; and (ii) lower commodity sales margin driven primarily by lower prices on our Altamont asset to a greater extent in the three-month period. The year-to-date increase was further impacted by higher commodity sales margin due to increased volumes on our Altamont asset partially offset by lower sales volumes on our Texas intrastate natural gas pipeline operations.

Overall, Midstream’s revenue changes are partially offset by corresponding changes in costs of sales.

Products Pipelines

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except operating statistics)
Revenues $ 862 $ 872 $ 2,265 $ 2,634
Operating expenses (584) (632) (1,498) (1,846)
Gain on divestitures and impairments, net — — — 12
Earnings from equity investments 32 17 12 55
Other, net 1 — 1 —
Segment EBDA 311 257 780 855
Certain Items:
Change in fair value of derivative contracts 2 — 3 —
Loss on impairment — — 67 —
Certain Items(a) 2 — 70 —
Adjusted Segment EBDA $ 313 $ 257 $ 850 $ 855
Change from prior period Increase/(Decrease)
Segment EBDA $ 54 $ (75)
Adjusted Segment EBDA $ 56 $ (5)
Volumetric data(b)
Gasoline(c) 1,002 989 985 982
Diesel fuel 362 368 349 370
Jet fuel 292 278 285 262
Total refined product volumes 1,656 1,635 1,619 1,614
Crude and condensate 490 467 481 477
Total delivery volumes (MBbl/d) 2,146 2,102 2,100 2,091

(a)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. For the periods ending September 30, 2023 and 2022 Certain Items of (i) none and $1 million for the three-month periods, respectively, and $1 million and none for the nine-month periods, respectively, are associated with our Southeast Refined Products business and (ii) $2 million and $(1) million for the three-month periods, respectively, and $69 million and none for the nine-month periods, respectively, are associated with our Crude and Condensate business. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.

(b)Joint venture throughput is reported at our ownership share.

(c)Volumes include ethanol pipeline volumes.

Below are the changes in Segment EBDA:

Three Months Ended<br>September 30,
2023 2022 increase/<br>(decrease)
(In millions)
Southeast Refined Products $ 82 $ 56 $ 26
Crude and Condensate 91 73 18
West Coast Refined Products 138 128 10
Total Products Pipelines Segment EBDA $ 311 $ 257 $ 54
Nine Months Ended<br>September 30,
--- --- --- --- --- --- ---
2023 2022 increase/<br>(decrease)
(In millions)
Southeast Refined Products $ 216 $ 209 $ 7
Crude and Condensate 183 250 (67)
West Coast Refined Products 381 396 (15)
Total Products Pipelines Segment EBDA $ 780 $ 855 $ (75)

The changes in Segment EBDA for our Products Pipelines business segment in the comparable three and nine-month periods ended September 30, 2023 and 2022 are explained by the following discussion:

•The $26 million (46%) and $7 million (3%) increases, respectively, in Southeast Refined Products were driven by higher earnings at our Transmix processing operations primarily due to favorable product pricing to a greater extent in the three-month period, an increase in equity earnings from Products (SE) Pipe Line primarily due to increased revenues driven by higher rates, volumes and blending activities and higher volumes on Central Florida Pipeline LLC.

•The $18 million (25%) increase and $67 million (27%) decrease, respectively, in Crude and Condensate was affected by a year-to-date decrease of $67 million to equity earnings for a non-cash impairment related to our investment in Double Eagle Pipeline LLC, which we treated as a Certain Item.

In addition, Crude and Condensate was impacted by (i) higher earnings from our Bakken assets due primarily to higher gathering fees as a result of higher volumes and rates and, to a greater extent in the three-month period, favorable product pricing and (ii) an increase in equity earnings, excluding the impairment discussed above, from Double Eagle Pipeline LLC due to an increase in deficiency revenues and volumes, partially offset by lower earnings from Kinder Morgan Crude & Condensate pipeline driven primarily by a decrease in revenues as a result of re-contracting at lower rates and lower deficiency revenues. The year-to-date decrease was further impacted by lower transportation volumes on our Bakken assets. Our Crude and Condensate business also had lower revenues with a corresponding decrease in costs of sales, resulting primarily from decreased commodity pricing.

•The $10 million (8%) increase and $15 million (4%) decrease, respectively, in West Coast Refined Products were impacted by increased revenues from our Pacific operations as a result of new contracts and higher rates reduced by higher operating costs to a greater extent in the nine-month period and increased revenues from Calnev Pipe Line LLC driven by higher rates. The year-to-date decrease was further impacted by a gain on sale of land in the 2022 period at Calnev Pipe Line LLC.

Terminals

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except operating statistics)
Revenues $ 484 $ 457 $ 1,423 $ 1,337
Operating expenses (230) (222) (664) (637)
Gain on divestitures and impairments, net — — 3 9
Other income — 1 — 5
Earnings from equity investments 2 3 6 11
Other, net 3 1 6 6
Segment EBDA $ 259 $ 240 $ 774 $ 731
Change from prior period Increase/(Decrease)
Segment EBDA $ 19 $ 43
Volumetric data(a)
Liquids leasable capacity (MMBbl) 78.7 78.2 78.7 78.2
Liquids leased capacity %(b) 94.6 % 90.8 % 93.6 % 90.9 %
Bulk transload tonnage (MMtons) 12.6 13.4 39.7 40.0

(a)Volumes for assets divested, idled and/or held for sale are excluded for all periods presented.

(b)The ratio of our tankage capacity in service to liquids leasable capacity.

For purposes of the following tables and related discussions, the results of operations of our terminals held for sale or divested, including any associated gain or loss on sale, are reclassified for all periods presented from the historical business grouping below and included within the All others group.

Below are the changes in Segment EBDA:

Three Months Ended<br>September 30,
2023 2022 increase/<br>(decrease)
(In millions)
Marine operations $ 46 $ 33 $ 13
Gulf Liquids 76 66 10
Gulf Central 36 35 1
Mid Atlantic 20 30 (10)
All others (including intrasegment eliminations) 81 76 5
Total Terminals Segment EBDA $ 259 $ 240 $ 19
Nine Months Ended<br>September 30,
--- --- --- --- --- --- ---
2023 2022 increase/<br>(decrease)
(In millions)
Marine operations $ 131 $ 105 $ 26
Gulf Liquids 225 217 8
Gulf Central 112 102 10
Mid Atlantic 70 76 (6)
All others (including intrasegment eliminations) 236 231 5
Total Terminals Segment EBDA $ 774 $ 731 $ 43

The changes in Segment EBDA for our Terminals business segment in the comparable three and nine-month periods ended September 30, 2023 and 2022 are explained by the following discussion:

•The $13 million (39%) and $26 million (25%) increases, respectively, in Marine operations were primarily due to higher average charter rates.

•The $10 million (15%) and $8 million (4%) increases, respectively, in the Gulf Liquids terminals were primarily due to increased revenues from contractual rate escalations and higher volumes.

•The $1 million (3%) and $10 million (10%) increases, respectively, in the Gulf Central terminals were primarily due to higher revenues resulting from contractual rate escalations and higher volumes for petroleum coke handling activities partially offset by higher property tax expense at our Battleground Oil Specialty Terminal Company LLC.

•The $10 million (33%) and $6 million (8%) decreases, respectively, in the Mid Atlantic terminals were primarily due to lower earnings from coal handling activities at our Pier IX facility.

CO2

Three Months Ended<br>September 30, Nine Months Ended <br>September 30,
2023 2022 2023 2022
(In millions, except operating statistics)
Revenues $ 297 $ 351 $ 896 $ 999
Operating expenses (142) (143) (409) (408)
Gain on divestitures and impairments, net — — 1 1
Earnings from equity investments 8 7 22 27
Segment EBDA 163 215 510 619
Certain Items:
Change in fair value of derivative contracts 12 (20) 13 (5)
Certain Items(a) 12 (20) 13 (5)
Adjusted Segment EBDA $ 175 $ 195 $ 523 $ 614
Change from prior period Increase/(Decrease)
Segment EBDA $ (52) $ (109)
Adjusted Segment EBDA $ (20) $ (91)
Volumetric data(b)
SACROC oil production 19.59 19.91 20.10 19.62
Yates oil production 6.66 6.43 6.65 6.52
Other 2.52 3.10 2.80 3.21
Total oil production, net (MBbl/d)(c) 28.77 29.44 29.55 29.35
NGL sales volumes, net (MBbl/d)(c) 8.98 9.74 8.79 9.47
CO2 sales volumes, net (Bcf/d) 0.311 0.335 0.338 0.352
Realized weighted average oil price ($ per Bbl) $ 67.60 $ 66.34 $ 67.49 $ 67.91
Realized weighted average NGL price ($ per Bbl) $ 30.74 $ 37.68 $ 31.87 $ 41.01

(a)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. Three and nine months ended September 2023 and 2022 Certain Items are associated with our Oil and Gas Producing activities. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.

(b)Volumes for acquired assets are included for all periods presented, however, EBDA contributions from acquisitions are included only for the periods subsequent to their acquisition.

(c)Net of royalties and outside working interests.

Below are the changes in Segment EBDA:

Three Months Ended<br>September 30,
2023 2022 increase/<br>(decrease)
(In millions)
Oil and Gas Producing activities $ 100 $ 152 $ (52)
Source and Transportation activities 49 59 (10)
Subtotal 149 211 (62)
Energy Transition Ventures 14 4 10
Total CO2 Segment EBDA $ 163 $ 215 $ (52)
Nine Months Ended<br>September 30,
--- --- --- --- --- --- ---
2023 2022 increase/<br>(decrease)
(In millions)
Oil and Gas Producing activities $ 353 $ 415 $ (62)
Source and Transportation activities 137 190 (53)
Subtotal 490 605 (115)
Energy Transition Ventures 20 14 6
Total CO2 Segment EBDA $ 510 $ 619 $ (109)

The changes in Segment EBDA for our CO2 business segment in the comparable three and nine-month periods ended September 30, 2023 and 2022 are explained by the following discussion:

•The $52 million (34%) and $62 million (15%) decreases, respectively, in Oil and Gas Producing activities were affected by unfavorable changes in revenues related to non-cash mark-to-market derivative hedge contracts, which we treated as Certain Items.

In addition, Oil and Gas Producing activities were impacted by decreases in revenues related to lower realized NGL prices and volumes and higher operating expenses.

•The $10 million (17%) and $53 million (28%) decreases, respectively, in Source and Transportation activities were primarily due to lower revenues related to lower CO2 sales prices and volumes.

•The $10 million (250%) and $6 million (43%) increases, respectively, in Energy Transition Ventures were primarily due to higher RNG margins as a result of higher volumes, partially offset by higher operating expenses.

We believe that our existing hedge contracts in place within our CO2 business segment substantially mitigate commodity price sensitivities in the near-term and to a lesser extent over the following few years from price exposure. Below is a summary of our CO2 business segment hedges outstanding as of September 30, 2023:

Remaining 2023 2024 2025 2026 2027
Crude Oil(a)
Price ($ per Bbl) $ 65.66 $ 65.04 $ 63.19 $ 65.16 $ 64.14
Volume (MBbl/d) 26.90 20.40 11.45 8.60 2.60
NGLs
Price ($ per Bbl) $ 49.95 $ 53.72
Volume (MBbl/d) 5.11 2.68

(a)Includes West Texas Intermediate hedges.

Liquidity and Capital Resources

General

As of September 30, 2023, we had $80 million of “Cash and cash equivalents,” a decrease of $665 million from December 31, 2022. Additionally, as of September 30, 2023, we had borrowing capacity of approximately $3.6 billion under our credit facilities (discussed below in “—Short-term Liquidity”). As discussed further below, we believe our cash flows from operating activities, cash position and remaining borrowing capacity on our credit facilities are more than adequate to allow us to manage our day-to-day cash requirements and anticipated obligations.

We have consistently generated substantial cash flows from operations, providing a source of funds of $4,169 million and $3,563 million in the first nine months of 2023 and 2022, respectively. The period-to-period increase is discussed below in “—Cash Flows—Operating Activities.” We primarily rely on cash flows from operations to fund our sustaining capital

expenditures, dividend payments and our expansion capital expenditures; however, we may access the debt capital markets from time to time to refinance our maturing long-term debt and finance incremental investments, if any. Additionally, from time to time, our short-term debt balances may include borrowings used to initially finance our long-term debt maturities and/or expansion capital expenditures, which we may periodically replace with long-term financing and/or pay down using retained cash from operations.

We use interest rate swap agreements to convert a portion of the underlying cash flows related to our long-term fixed rate debt securities (senior notes) into variable rate debt in order to achieve our desired mix of fixed and variable rate debt. As of September 30, 2023 and December 31, 2022, approximately $3,739 million (12%) and $6,314 million (20%), respectively, of the principal amount of our debt balances were subject to variable interest rates—either as short-term or long-term variable-rate debt obligations or as fixed-rate debt converted to variable rates through the use of interest rate swaps. The percentage at September 30, 2023 and December 31, 2022 includes $3,445 million and $1,250 million, respectively, of variable-to-fixed interest rate derivative contracts which expire in December 2023. For more information on our interest rate swaps, see Note 5 “Risk Management—Interest Rate Risk Management” to our consolidated financial statements.

Our board of directors declared a quarterly dividend of $0.2825 per share for the third quarter of 2023, a 2% increase over the dividend declared for the third quarter of 2022.

On January 31, 2023, we issued in a registered offering $1,500 million aggregate principal amount of 5.20% senior notes due 2033 for net proceeds of $1,485 million, which were used to repay short-term borrowings, maturing debt and for general corporate purposes.

During the nine months ended September 30, 2023, upon maturity, we repaid our 3.15% senior notes, our floating rate senior notes, our 3.45% senior notes and our 3.50% senior notes.

Short-term Liquidity

As of September 30, 2023, our principal sources of short-term liquidity are (i) cash from operations; and (ii) our combined $4.0 billion of credit facilities with an available capacity of approximately $3.6 billion and an associated $3.5 billion commercial paper program. The loan commitments under our credit facilities can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Commercial paper borrowings reduce borrowings allowed under our credit facilities and letters of credit reduce borrowings allowed under our $3.5 billion credit facility. We provide for liquidity by maintaining a sizable amount of excess borrowing capacity under our credit facilities and, as previously discussed, have consistently generated strong cash flows from operations.

As of September 30, 2023, our $3,130 million of short-term debt consisted primarily of senior notes that mature in the next twelve months and outstanding commercial paper borrowings. We intend to fund our debt, as it becomes due, primarily through credit facility borrowings, commercial paper borrowings, cash flows from operations and/or issuing new long-term debt. Our short-term debt as of December 31, 2022 was $3,385 million.

We had working capital (defined as current assets less current liabilities) deficits of $3,818 million and $3,127 million as of September 30, 2023 and December 31, 2022, respectively. The overall $691 million increase in deficit from year-end 2022 was primarily due to (i) a $665 million decrease in cash and cash equivalents primarily resulting from using cash on hand as of December 31, 2022 to repay a portion of our senior notes that matured in the first quarter of 2023; (ii) a $324 million net unfavorable change in our accounts receivables and payables; (iii) a $320 million increase in commercial paper borrowings to partially fund the repayment of our senior notes that matured in the third quarter; (iv) a $114 million decrease in other current assets, primarily in exchange gas receivables and regulatory assets; (v) a $69 million decrease in inventories, primarily associated with gas in underground storage, partially offset by (i) a $575 million decrease in senior notes that mature in the next twelve months; (ii) a $163 million decrease in other current liabilities, primarily related to reductions in exchange gas payables and accrued contingencies; and (iii) a $128 million decrease in accrued interest. Generally, our working capital varies due to factors such as the timing of scheduled debt payments, timing differences in the collection and payment of receivables and payables, the change in fair value of our derivative contracts and changes in our cash and cash equivalents as a result of excess cash from operations after payments for investing and financing activities.

Capital Expenditures

We account for our capital expenditures in accordance with GAAP. Additionally, we distinguish between capital expenditures as follows:

Type of Expenditure Physical Determination of Expenditure
Sustaining capital expenditures •Investments to maintain the operational integrity and extend the useful life of our assets
Expansion capital expenditures (discretionary capital expenditures) •Investments to expand throughput or capacity from that which existed immediately prior to the making or acquisition of additions or improvements

Budgeting of maintenance capital expenditures, which we refer to as sustaining capital expenditures, is done annually on a bottom-up basis. For each of our assets, we budget for and make those sustaining capital expenditures that are necessary to maintain safe and efficient operations, meet customer needs and comply with our operating policies and applicable law. We may budget for and make additional sustaining capital expenditures that we expect to produce economic benefits such as increasing efficiency and/or lowering future expenses. Budgeting and approval of expansion capital expenditures generally occurs periodically throughout the year on a project-by-project basis in response to specific investment opportunities identified by our business segments from which we generally expect to receive sufficient returns to justify the expenditures. Assets comprising expansion capital projects could result in additional sustaining capital expenditures over time. The need for sustaining capital expenditures in respect of newly constructed assets tends to be minimal, but tends to increase over time as such assets age and experience wear and tear. Regardless of whether assets result from sustaining or expansion capital expenditures, once completed, the addition of such assets to our depreciable asset base will impact our calculation of depreciation, depletion and amortization over the remaining useful lives of the impacted or resulting assets.

Generally, the determination of whether a capital expenditure is classified as sustaining or as expansion is made on a project level. The classification of our capital expenditures as expansion capital expenditures or as sustaining capital expenditures is made consistent with our accounting policies and is generally a straightforward process, but in certain circumstances can be a matter of management judgment and discretion. The classification has an impact on DCF because capital expenditures that are classified as expansion capital expenditures are not deducted in calculating DCF, while those classified as sustaining capital expenditures are.

Our capital expenditures for the nine months ended September 30, 2023, and the amount we expect to spend for the remainder of 2023 to sustain our assets and expand our business are as follows:

Nine Months Ended<br><br>September 30, 2023 2023 Remaining Total 2023
(In millions)
Capital expenditures:
Sustaining capital expenditures $ 593 $ 271 $ 864
Expansion capital expenditures 1,227 431 1,658
Accrued capital expenditures, contractor retainage and other (131) — —
Capital expenditures $ 1,689 $ 702 $ 2,522
Add:
Sustaining capital expenditures of unconsolidated joint ventures(a) $ 118 $ 44 $ 162
Investments in unconsolidated joint ventures(b) 178 73 251
Less: Consolidated joint venture partners’ sustaining capital expenditures (6) (5) (11)
Less: Consolidated joint venture partners’ expansion capital expenditures (14) (6) (20)
Acquisition 13 — 13
Accrued capital expenditures, contractor retainage and other 131 — —
Total capital investments $ 2,109 $ 808 $ 2,917

(a)Sustaining capital expenditures by our joint ventures generally do not require cash outlays by us.

(b)Reflects cash contributions to unconsolidated joint ventures. Also includes contributions to an unconsolidated joint venture that are netted within the amount the joint venture declares as a distribution to us.

Our capital investments consist of the following:

Nine Months Ended<br><br>September 30, 2023 2023 Remaining Total 2023
(In millions)
Sustaining capital investments
Capital expenditures for property, plant and equipment $ 593 $ 271 $ 864
Sustaining capital expenditures of unconsolidated joint ventures(a) 118 44 162
Less: Consolidated joint venture partners’ sustaining capital expenditures (6) (5) (11)
Total sustaining capital investments 705 310 1,015
Expansion capital investments
Capital expenditures for property, plant and equipment 1,227 431 1,658
Investments in unconsolidated joint ventures(b) 178 73 251
Less: Consolidated joint venture partners’ expansion capital expenditures (14) (6) (20)
Acquisition 13 — 13
Total expansion capital investments 1,404 498 1,902
Total capital investments $ 2,109 $ 808 $ 2,917

(a)Sustaining capital expenditures by our joint ventures generally do not require cash outlays by us.

(b)Reflects cash contributions to unconsolidated joint ventures. Also includes contributions to an unconsolidated joint venture that are netted within the amount the joint venture declares as a distribution to us.

Impact of Regulation

The trend toward increasingly stringent regulations creates uncertainty regarding our capital and operating expenditure requirements over the longer term. For example, on June 5, 2023, the EPA’s final rule known as the “Good Neighbor Plan” (the Plan) was published in the federal register as a final rule. As part of the Plan, the EPA disapproved 19 state implementation plans (SIPs) under the interstate transport (good neighbor) provisions of the Clean Air Act for the 2015 Ozone National Ambient Air Quality Standards and issued prescriptive emission standards for several sectors, including new and existing internal combustion engines of a certain size used in pipeline transportation of natural gas.

Multiple legal challenges have already been filed, including by us. See Note 9, “Litigation and Environmental—Environmental Matters—Challenge to Federal “Good Neighbor Plan,” to our consolidated financial statements. While we are unable to predict whether any legal challenges will result in changes to the Plan or how those changes, if any, would impact us, we believe that the EPA’s disapprovals of the SIPs were improper, that the Plan is deeply flawed and that numerous and substantial bases for challenging the Plan exist. Several states in which we have affected assets, including Arkansas, Kentucky, Louisiana, Mississippi, Missouri, Oklahoma and Texas, have appealed the EPA’s disapprovals of SIPs and requested stays pending appeal. The criteria for a stay pending appeal include a requirement that the applicant show likelihood of success on the merits. Stays pending appeal have been granted with respect to the EPA’s disapprovals of SIPs submitted by Alabama, Arkansas, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Nevada, Oklahoma Texas, Utah and West Virginia (pending oral argument on October 27, 2023) meaning that (for as long as the stays remain in place) the EPA no longer has a legal basis to enforce the Plan in these states. In response to those stays, on July 31, 2023, the EPA published an interim final rule acknowledging that the Plan requirements in those states were suspended and indicating that the Plan compliance deadlines in those states may be extended. The guidance afforded by the EPA in the interim final rule is uncertain so we filed a petition seeking review of the interim final rule. If the Plan were fully implemented, its 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 would require 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 were to remain 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 it would have a material impact on us, including estimated costs necessary to comply with the

Plan ranging from $1.5 billion to $1.8 billion (including costs for joint ventures that we operate, net to our interests in such joint ventures), potential shortages of equipment resulting in our inability to comply with the Plan, and operational disruptions. However, impacts are difficult to predict, particularly given the extensive pending litigation. The outcomes of these numerous lawsuits may significantly decrease our exposure. For example, our currently estimated costs necessary to comply with the Plan associated with states that have not been granted stays with respect to the EPA’s disapproval of their SIPs range from $200 million to $300 million. However, successful challenges to the Plan would impact all states. In addition, we would seek to mitigate the impacts and to recover expenditures through adjustments to our rates on our regulated assets where available.

The cost estimates discussed above are preliminary, based on a number of assumptions and subject to significant variation, including outside of the ranges provided. Costs are assumed based on the average cost incurred historically for a typical retrofit of an average engine. These estimates reflect only the anticipated upgrades that would need to be performed (and in the case of joint ventures, only on assets that we operate) and do not take into account potential complications such as additional maintenance requirements that may be identified during the upgrade process.

Off Balance Sheet Arrangements

There have been no material changes in our obligations with respect to other entities that are not consolidated in our financial statements that would affect the disclosures presented as of December 31, 2022 in our 2022 Form 10-K.

Commitments for the purchase of property, plant and equipment as of September 30, 2023 and December 31, 2022 were $447 million and $527 million, respectively. The decrease of $80 million was driven by an overall decrease of capital commitments.

Cash Flows

The following table summarizes our net cash flows provided by (used in) operating, investing and financing activities between 2023 and 2022.

Nine Months Ended <br>September 30,
2023 2022 Changes
(In millions)
Net Cash Provided by (Used in)
Operating activities $ 4,169 $ 3,563 $ 606
Investing activities (1,733) (1,545) (188)
Financing activities (3,133) (2,442) (691)
Net Decrease in Cash, Cash Equivalents and Restricted Deposits $ (697) $ (424) $ (273)

Operating Activities

$606 million more cash provided by operating activities in the comparable nine-month periods ended September 30, 2023 and 2022 is explained by the following discussion:

•a $793 million increase in cash associated with net changes in working capital items and other non-current assets and liabilities. The increase was primarily driven by (i) the sale of natural gas inventories and higher settlements associated with commodity hedges in 2023, both related to gas in underground storage; (ii) lower litigation payments in the 2023 period compared with 2022; and (iii) net favorable changes related to the timing of accounts receivable collections and trade payable payments, largely in our Natural Gas Pipelines business segment, partially offset by,

•a $187 million decrease in cash after adjusting the $64 million decrease in net income by $123 million for the combined effects of the period-to-period net changes in non-cash items.

Investing Activities

$188 million more cash used in investing activities in the comparable nine-month periods ended September 30, 2023 and 2022 is explained by the following discussion:

•a $545 million increase in capital expenditures primarily driven by the expansion projects in our Natural Gas Pipelines and Products Pipelines business segments, partially offset by a decrease in expansion projects in our Terminals business segment; and

•a $119 million increase in cash used for contributions to equity investees driven primarily by higher contributions to Permian Highway Pipeline LLC in the 2023 period compared with the 2022 period, and contributions in 2023 to our newly formed equity investment, Greenholly Gathering Pipeline LLC, partially offset by

•a $475 million decrease in cash used for acquisitions of assets, net of cash acquired, primarily driven by a combined $488 million of net cash used for our acquisitions of Mas Ranger, LLC and North American Natural Resources, Inc. in 2022.

Financing Activities

$691 million more cash used in financing activities in the comparable nine-month periods ended September 30, 2023 and 2022 is explained by the following discussion:

•a decrease of $557 million in cash due to net proceeds received from the sale of a 25.5% ownership interest in Elba Liquefaction Company, L.L.C. in 2022; and

•a $57 million increase in cash used for share repurchases under our share buy-back program.

Dividends

We expect to declare dividends of $1.13 per share on our stock for 2023. The table below reflects our 2023 dividends declared:

Three months ended Total quarterly dividend per share for the period Date of declaration Date of record Date of dividend
March 31, 2023 $ 0.2825 April 19, 2023 May 1, 2023 May 15, 2023
June 30, 2023 0.2825 July 19, 2023 July 31, 2023 August 15, 2023
September 30, 2023 0.2825 October 18, 2023 October 31, 2023 November 15, 2023

The actual amount of dividends to be paid on our capital stock will depend on many factors, including our financial condition and results of operations, liquidity requirements, business prospects, capital requirements, legal, regulatory and contractual constraints, tax laws, Delaware laws and other factors. See Item 1A. “Risk Factors—The guidance we provide for our anticipated dividends is based on estimates. Circumstances may arise that lead to conflicts between using funds to pay anticipated dividends or to invest in our business.” of our 2022 Form 10-K. All of these matters will be taken into consideration by our board of directors when declaring dividends.

Our dividends are not cumulative. Consequently, if dividends on our stock are not paid at the intended levels, our stockholders are not entitled to receive those payments in the future. Our dividends generally will be paid on or about the 15th day of each February, May, August and November.

Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries

KMI and certain subsidiaries (Subsidiary Issuers) are issuers of certain debt securities. KMI and substantially all of KMI’s wholly owned domestic subsidiaries (Subsidiary Guarantors), are parties to a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement. Accordingly, with the exception of certain subsidiaries identified as subsidiary non-guarantors (Subsidiary Non-Guarantors), the parent issuer, Subsidiary Issuers and Subsidiary Guarantors (the “Obligated Group”) are all guarantors of each series of our guaranteed debt (Guaranteed Notes). As a result of the cross guarantee agreement, a holder of any of the Guaranteed Notes issued by KMI or a Subsidiary Issuer is in the same position with respect to the net assets, and income of KMI and the Subsidiary Issuers and Guarantors. The only amounts that are not available to the holders of each of the Guaranteed Notes to satisfy the repayment of such securities are the net assets, and income of the Subsidiary Non-Guarantors.

In lieu of providing separate financial statements for the Obligated Group, we have presented the accompanying supplemental summarized combined income statement and balance sheet information for the Obligated Group based on Rule 13-01 of the SEC’s Regulation S-X.  Also, see Exhibit 10.1 to this Report “Cross Guarantee Agreement, dated as of November 26, 2014, among KMI and certain of its subsidiaries, with schedules updated as of September 30, 2023.”

All significant intercompany items among the Obligated Group have been eliminated in the supplemental summarized combined financial information. The Obligated Group’s investment balances in Subsidiary Non-Guarantors have been excluded from the supplemental summarized combined financial information. Significant intercompany balances and activity for the Obligated Group with other related parties, including Subsidiary Non-Guarantors, (referred to as “affiliates”) are presented separately in the accompanying supplemental summarized combined financial information.

Excluding fair value adjustments, as of September 30, 2023 and December 31, 2022, the Obligated Group had $30,225 million and $30,886 million, respectively, of Guaranteed Notes outstanding.

Summarized combined balance sheet and income statement information for the Obligated Group follows:

Summarized Combined Balance Sheet Information September 30, 2023 December 31, 2022
(In millions)
Current assets $ 2,184 $ 3,514
Current assets - affiliates 649 618
Noncurrent assets 61,703 61,523
Noncurrent assets - affiliates 530 516
Total Assets $ 65,066 $ 66,171
Current liabilities $ 5,922 $ 6,612
Current liabilities - affiliates 711 707
Noncurrent liabilities 30,651 30,668
Noncurrent liabilities - affiliates 1,260 1,096
Total Liabilities 38,544 39,083
Kinder Morgan, Inc.’s stockholders’ equity 26,522 27,088
Total Liabilities and Stockholders’ Equity $ 65,066 $ 66,171 Summarized Combined Income Statement Information Three Months Ended<br>September 30, 2023 Nine Months Ended<br>September 30, 2023
--- --- --- --- ---
(In millions)
Revenues $ 3,580 $ 10,403
Operating income 823 2,843
Net income 430 1,530

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in market risk exposures that would affect the quantitative and qualitative disclosures presented as of December 31, 2022, in Part II, Item 7A in our 2022 Form 10-K. For more information on our risk management activities, refer to Item 1, Note 5 “Risk Management” to our consolidated financial statements.

Item 4.  Controls and Procedures.

As of September 30, 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.  There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  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 and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, 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. There has been no change in our internal control over financial reporting during the quarter ended September 30, 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

See Part I, Item 1, Note 9 to our consolidated financial statements entitled “Litigation and Environmental” which is incorporated in this item by reference.

Item 1A. Risk Factors.

Except as follows, there have been no material changes in the risk factors disclosed in Part I, Item 1A in our 2022 Form 10-K.

For more information on our risk management activities, refer to Part I, Item 1, Note 5 “Risk Management” to our consolidated financial statements.

For updates regarding the EPA’s final rule known as the “Good Neighbor Plan,” which was discussed under Item 1A in our Form 10-Q for the three months ended March 31, 2023, please refer to Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures—Impact of Regulation” and Note 9, “Litigation and Environmental—Environmental Matters—Challenge to Federal “Good Neighbor Plan,” to our consolidated financial statements.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Our Purchases of Our Class P Stock

(During the quarter ended September 30, 2023)

Settlement Period Total number of securities purchased(a)(b) Average price paid per security(b)(c) Total number of securities purchased as part of publicly announced plans(a) Maximum number (or approximate dollar value) of securities that may yet be purchased under the plans or programs(a)
July 1 to July 31, 2023 797,258 $ 16.94 785,770 $ 1,727,381,691
August 1 to August 31, 2023 12,300 17.00 12,300 1,727,172,533
September 1 to September 30, 2023 3,543,367 16.73 3,543,367 1,667,886,238
Total 4,352,925 $ 16.77 4,341,437 $ 1,667,886,238

(a)On July 19, 2017, our board of directors approved a $2 billion common share buy-back program. On January 18, 2023, our board of directors approved an increase in our share repurchase authorization to $3 billion from $2 billion. After repurchase, the shares are canceled and no longer outstanding.

(b)Includes 11,488 shares of restricted stock that were withheld to pay taxes due upon vesting at a price of $17.21 per share on the vesting date.

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

Subsequent to September 30, 2023 and through October 19, 2023, we repurchased 5 million shares for $83 million at an average price of $16.38 per share.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Except for one terminal facility that is in temporary idle status with the Mine Safety and Health Administration, we do not own or operate mines for which reporting requirements apply under the mine safety disclosure requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). We have not received any specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events requiring disclosure pursuant to the mine safety disclosure requirements of Dodd-Frank for the quarter ended September 30, 2023.

Item 5.  Other Information.

During the quarter ended September 30, 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).

Item 6.  Exhibits.

Exhibit Number Description
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation ofKMI(filed asExhibit 3.1 toKMI’s Current Report on Form 8-K filed May 16, 2023 (File No. 001-35081)).
10.1 Cross Guarantee Agreement, dated as of November 26, 2014, amongKMIand certain of its subsidiaries, with schedules updated as ofSeptember30, 2023.
22.1 Subsidiary guarantors and issuers of guaranteed securities.
31.1 CertificationofChief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 CertificationofChief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 CertificationofChief Executive Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 CertificationofChief Financial Officerpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 three and nine months ended September 30, 2023 and 2022; (ii) our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022; (iii) our Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022; (iv) our Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022; (v) our Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022; and (vi) the notes to our Consolidated Financial Statements.
104 Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) and contained in Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KINDER MORGAN, INC.
Registrant Date: October 20, 2023 By: /s/ David P. Michels
--- --- --- ---
David P. Michels<br>Vice President and Chief Financial Officer<br>(principal financial and accounting officer)

57

Document

Exhibit 10.1

CROSS GUARANTEE AGREEMENT

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), for the benefit of the Guaranteed Parties (as defined below).

W I T N E S S E T H:

WHEREAS, Kinder Morgan, Inc., a Delaware corporation (“KMI”), and certain of its direct and indirect Subsidiaries have outstanding senior, unsecured Indebtedness and may from time to time issue additional senior, unsecured Indebtedness;

WHEREAS, each Guarantor, other than KMI, is a direct or indirect Subsidiary of KMI;

WHEREAS, each Guarantor desires to provide the guarantee set forth herein with respect to the Indebtedness of such Guarantors that constitutes the Guaranteed Obligations; and

WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the guarantees hereby;

NOW, THEREFORE, in consideration of the premises, the Guarantors hereby agree with each other for the benefit of the Guaranteed Parties as follows:

1.Defined Terms.

(a)    As used in this Agreement, the following terms have the meanings specified below:

“Agreement” has the meaning provided in the preamble hereto.

“Bankruptcy Code” means Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated) of such Person’s equity, including (i) all common stock and preferred stock, any limited or general partnership interest and any limited liability company member interest, (ii) beneficial interests in trusts, and (iii) any other interest or participation that confers upon a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person.

“CFC” means a Person that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Exhibit 10.1

“Consolidated Assets” means, at the date of any determination thereof, the total assets of KMI and its Subsidiaries as set forth on a consolidated balance sheet of KMI and its Subsidiaries for their most recently completed fiscal quarter, prepared in accordance with GAAP.

“Consolidated Tangible Assets” means, at the date of any determination thereof, Consolidated Assets after deducting therefrom the value, net of any applicable reserves and accumulated amortization, of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on a consolidated balance sheet of KMI and its Subsidiaries for their most recently completed fiscal quarter, prepared in accordance with GAAP.

“Domestic Subsidiary” means any Subsidiary of KMI organized under the laws of any jurisdiction within the United States.

“Excluded Subsidiary” means (i) any Subsidiary that is not a Wholly-owned Domestic Operating Subsidiary, (ii) any Domestic Subsidiary that is a Subsidiary of a CFC or any Domestic Subsidiary (including a disregarded entity for U.S. federal income tax purposes) substantially all of whose assets (held directly or through Subsidiaries) consist of Capital Stock of one or more CFCs or Indebtedness of such CFCs, (iii) any Immaterial Subsidiary, (iv) any Subsidiary listed on Schedule III, (v) each of Calnev Pipe Line LLC, SFPP, L.P., Kinder Morgan G.P., Inc. and EPEC Realty, Inc. and each of its Subsidiaries, (vi) any other Subsidiary that is not a Guarantor under the Revolving Credit Agreement Guarantee, (vii) any not-for-profit Subsidiary, (viii) any Subsidiary that is prohibited by a Requirement of Law from guaranteeing the Guaranteed Obligations, and (ix) any Subsidiary acquired by KMI or its Subsidiaries after the date of this Agreement to the extent, and so long as, the financing documentation governing any existing Indebtedness of such Subsidiary that survives such acquisition prohibits such Subsidiary from guaranteeing the Guaranteed Obligations; provided, that notwithstanding the foregoing, any Subsidiary that is party to the Revolving Credit Agreement Guarantee or that Guarantees any senior notes or senior debt securities issued by KMI (other than pursuant to this Agreement) shall not constitute an Excluded Subsidiary for so long as such Guarantee is in effect.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee is or becomes illegal.

“GAAP” means generally accepted accounting principles in the United States of America from time to time, including as set forth in the opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

Exhibit 10.1

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee Termination Date” has the meaning set forth in Section 2(d).

“Guaranteed Obligations” means the Indebtedness set forth on Schedule I hereto, as such schedule may be amended from time to time in accordance with the terms of this Agreement; provided that the term “Guaranteed Obligations” shall exclude any Excluded Swap Obligations.

“Guaranteed Parties” means, collectively, (i) in the case of Guaranteed Obligations that are governed by trust indentures, the holders (as that term is defined in the applicable trust indenture) of such Guaranteed Obligations, (ii) in the case of Guaranteed Obligations that are governed by loan agreements, credit agreements, or similar agreements, the lenders providing such loans or credit, and (iii) in the case of Guaranteed Obligations with respect to Hedging Agreements, the counterparties under such agreements.

“Guarantor” has the meaning provided in the preamble hereto. Schedule II hereto, as such schedule may be amended from time to time in accordance with the terms of this Agreement, sets forth the name of each Guarantor.

“Hedging Agreement” means a financial instrument, agreement or security which hedges or is used to hedge or manage the risk associated with a change in interest rates, foreign currency exchange rates or commodity prices (but excluding any purchase, swap, derivative contract or similar agreement relating to power, electricity or any related commodity product).

“Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary.

“Indebtedness” means, collectively, (i) any senior, unsecured obligation created or assumed by any Person for borrowed money, including all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (other than surety, performance and guaranty bonds), and (ii) all payment obligations of any Person with respect to obligations under Hedging Agreements.

“Investment Grade Rating” means a rating equal to or higher than Baa3 by Moody’s and BBB- by S&P; provided, however, that if (i) either of Moody’s or S&P changes its rating system, such ratings shall be the equivalent ratings after such changes or (ii) Moody’s or S&P shall not make a rating of a Guaranteed Obligation publicly available, the references above to Moody’s or S&P or both of them, as the case may be, shall be to a nationally recognized U.S. rating agency or agencies, as the case may be, selected by KMI and the references to the ratings categories above shall be to the corresponding rating categories of such rating agency or rating agencies, as the case may be.

“Issuer” means the issuer, borrower, or other applicable primary obligor of a Guaranteed Obligation.

Exhibit 10.1

“KMI” has the meaning provided in the recitals hereto.

“Lien” means, with respect to any asset (i) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Material Subsidiary” means, as at any date of determination, any Subsidiary of KMI whose total tangible assets (for purposes of the below, when combined with the tangible assets of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) as at such date of determination are greater than or equal to 5% of Consolidated Tangible Assets as of the last day of the fiscal quarter most recently ended for which financial statements of KMI have been filed with the SEC.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Operating Subsidiary” means any operating company that is a Subsidiary of KMI.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rating Agencies” means Moody’s and S&P; provided that, if at the relevant time neither Moody’s nor S&P shall be rating the relevant Guaranteed Obligation, then “Rating Agencies” shall mean another nationally recognized rating service that rates such Guaranteed Obligation.

“Rating Date” means the date immediately prior to the earlier of (i) the occurrence of a Release Event and (ii) public notice of the intention to effect a Release Event.

“Rating Decline” means, with respect to a Guaranteed Obligation, the occurrence of the following on, or within 90 days after, the date of the occurrence of a Release Event or of public notice of the intention to effect a Release Event (which period may be extended so long as the rating of such Guaranteed Obligation is under publicly announced consideration for possible downgrade by either of the Rating Agencies): (i) in the event such Guaranteed Obligation is assigned an Investment Grade Rating by both Rating Agencies on the Rating Date, the rating of such Guaranteed Obligation by one or both of the Rating Agencies shall be below an Investment Grade Rating; or (ii) in the event such Guaranteed Obligation is rated below an Investment Grade Rating by either of the Rating Agencies on the Rating Date, any such below-Investment Grade Rating of such Guaranteed Obligation shall be decreased by one or more gradations (including gradations within rating categories as well as between rating categories).

“Release Event” has the meaning set forth in Section 6(b).

“Requirement of Law” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other

Exhibit 10.1

directive or requirement (whether or not having the force of law), including environmental laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

Revolving Credit Agreement” means the Revolving Credit Agreement, dated as of September 19, 2014, among KMI, the lenders party thereto and Barclays Bank PLC, as administrative agent, as such credit agreement may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or trustee or otherwise, and whether provided under the original credit agreement or other credit agreements or note indentures or otherwise), including, without limitation, increasing the amount of available borrowings or other Indebtedness thereunder.

“Revolving Credit Agreement Guarantee” means the Guarantee Agreement, dated as of November 26, 2014, made by the Subsidiaries of KMI party thereto in favor of Barclays Bank PLC, as administrative agent, for the benefit of the lenders and the issuing banks under the Revolving Credit Agreement, as such guarantee agreement may be amended, modified, supplemented or restated from time to time, and as it may be replaced or renewed from time to time in connection with any amendment, modification, supplement, restatement, refunding, refinancing, restructuring, replacement, renewal, repayment, or extension of any Revolving Credit Agreement from time to time.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“SEC” means the United States Securities and Exchange Commission.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partner interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless the context otherwise clearly requires, references in this Agreement to a “Subsidiary” or the “Subsidiaries” refer to a Subsidiary or the Subsidiaries of KMI. Notwithstanding the foregoing, Plantation Pipe Line Company, a Delaware and Virginia corporation, shall not be a Subsidiary of KMI until such time as its assets and liabilities, profit or loss and cash flow are required under GAAP to be consolidated with those of KMI.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Wholly-owned Domestic Operating Subsidiary” means any Wholly-owned Subsidiary that constitutes (i) a Domestic Subsidiary and (ii) an Operating Subsidiary.

“Wholly-owned Subsidiary” means a Subsidiary of which all issued and outstanding Capital Stock (excluding in the case of a corporation, directors’ qualifying shares) is directly or indirectly owned by KMI.

Exhibit 10.1

(b)    The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to Sections of this Agreement unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(c)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.    Guarantee.

(a)    Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, for the benefit of the Guaranteed Parties, the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided that each Guarantor shall be released from its respective guarantee obligations under this Agreement as provided in Section 6(b). Upon the failure of an Issuer to punctually pay any Guaranteed Obligation, each Guarantor shall, upon written demand by the applicable Guaranteed Party to such Guarantor, pay or cause to be paid such amounts.

(b)    Anything herein to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors after giving full effect to the liability under this Agreement and its related contribution rights set forth in this Section 2, but before taking into account any liabilities under any other Guarantees.

(c)    Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder (as a result of the limitations set forth in Section 2(b) or elsewhere in this Agreement) without impairing this Agreement or affecting the rights and remedies of any Guaranteed Party hereunder.

(d)    No payment or payments made by any Issuer, any of the Guarantors, any other guarantor or any other Person or received or collected by any Guaranteed Party from any Issuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any Guaranteed Obligation shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments, other than payments made by such Guarantor in respect of such Guaranteed Obligation or payments received or collected from such Guarantor in respect of such Guaranteed Obligation, remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until all Guaranteed Obligations (other than any contingent indemnity obligations not then due and any letters of credit that remain outstanding which have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable issuing bank) shall have been discharged by payment in full or shall have been deemed paid and discharged by defeasance pursuant to the terms of the instruments governing such Guaranteed Obligations (the “Guarantee Termination Date”).

(e)    If and to the extent required in order for the obligations of any Guarantor hereunder to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of

Exhibit 10.1

contribution, reimbursement and subrogation arising hereunder. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2(e) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2(e) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions hereof.

3.    Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.

4.    No Right of Set-off. No Guaranteed Party shall have, as a result of this Agreement, any right of set-off against any amount owing by such Guaranteed Party to or for the credit or the account of a Guarantor.

5.    No Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law) of any Guaranteed Party against any Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by any Guaranteed Party for the payment of any Guaranteed Obligation, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Guarantee Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation, contribution or reimbursement rights at any time prior to the Guarantee Termination Date, such amount shall be held by such Guarantor in trust for the applicable Guaranteed Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the applicable Guaranteed Parties in the exact form received by such Guarantor (duly indorsed by such

Exhibit 10.1

Guarantor to the applicable Guaranteed Parties if required), to be applied against the applicable Guaranteed Obligation, whether due or to become due.

6.    Amendments, etc. with Respect to the Guaranteed Obligations; Waiver of Rights; Release.

(a)    Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (i) any demand for payment of any Guaranteed Obligation made by any Guaranteed Party may be rescinded by such party and any Guaranteed Obligation continued, (ii) a Guaranteed Obligation, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, allowed to lapse, surrendered or released by any Guaranteed Party, (iii) the instruments governing any Guaranteed Obligation may be amended, modified, supplemented or terminated, in whole or in part, and (iv) any collateral security, guarantee or right of offset at any time held by any Guaranteed Party for the payment of any Guaranteed Obligation may be sold, exchanged, waived, allowed to lapse, surrendered or released. No Guaranteed Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Guarantor, a Guaranteed Party may, but shall be under no obligation to, make a similar demand on the Issuer of the applicable Guaranteed Obligation or any other Guarantor or any other person, and any failure by a Guaranteed Party to make any such demand or to collect any payments from such Issuer or any other Guarantor or any other person or any release of such Issuer or any other Guarantor or any other person shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(b)    A Guarantor shall be automatically released from its guarantee hereunder upon release of such Guarantor from the Revolving Credit Agreement Guarantee, including upon consummation of any transaction resulting in such Guarantor ceasing to constitute a Subsidiary or upon any Guarantor becoming an Excluded Subsidiary (such transaction or event, a “Release Event”).

(c)    Upon the occurrence of a Release Event, each Guaranteed Obligation for which such released Guarantor was the Issuer shall be automatically released from the provisions of this Agreement and shall cease to constitute a Guaranteed Obligation hereunder; provided that in the case of any Guaranteed Obligation that has been assigned an Investment Grade Rating by the Rating Agencies, such Guaranteed Obligation shall be so released, effective as of the 91st day after the occurrence of the Release Event, if and only if a Rating Decline with respect to such Guaranteed Obligation does not occur.

7.    Guarantee Absolute and Unconditional.

(a)    Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Guaranteed Obligations, and notice of or proof of reliance by any Guaranteed Party upon this Agreement or acceptance of this Agreement. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of any Issuer or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Agreement

Exhibit 10.1

shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity or enforceability of any of the Guaranteed Obligations, the indenture, loan agreement, note or other instrument evidencing or governing any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any Issuer against any Guaranteed Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any Issuer or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any Issuer for any of the Guaranteed Obligations, or of such Guarantor under this Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Issuer or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Issuer or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Issuer or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the other Guaranteed Parties against such Guarantor.

(b)    This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns until the Guarantee Termination Date.

8.    Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Issuer or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Issuer or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.    Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the applicable Guaranteed Parties without set-off or counterclaim in dollars.

10.    Representations and Warranties. Each Guarantor hereby represents and warrants to each Guaranteed Party that the following representations and warranties are true and correct in all material respects as of the date of this Agreement or as of the date such Guarantor became a party to this Agreement, as applicable:

(a)    such Guarantor (i) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the laws of the state of its incorporation, organization or formation, (ii) has all requisite corporate, partnership, limited liability company or other power and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and (iii) is duly qualified to do business and is in good standing in every jurisdiction in which the failure to be so qualified would have a material adverse effect on its ability to perform its obligations under this Agreement;

Exhibit 10.1

(b)    such Guarantor has all requisite corporate (or other organizational) power and authority to execute and deliver and to perform its obligations under this Agreement, and all such actions have been duly authorized by all necessary proceedings on its behalf;

(c)    this Agreement has been duly and validly executed and delivered by or on behalf of such Guarantor and constitutes the valid and legally binding agreement of such Guarantor, enforceable against such Guarantor in accordance with its terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by general principles of equity (including principles of good faith, reasonableness, materiality and fair dealing) which may, among other things, limit the right to obtain equitable remedies (regardless of whether considered in a proceeding in equity or at law) and (ii) as to the enforceability of provisions for indemnification for violation of applicable securities laws, limitations thereon arising as a matter of law or public policy;

(d)    no authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority is necessary for the valid execution and delivery of, or the performance by such Guarantor of its obligations hereunder, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the date of this Agreement or as of the date such Guarantor became a party to this Agreement, as applicable; and

(e)    neither the execution and delivery of, nor the performance by such Guarantor of its obligations under, this Agreement will (i) breach or violate any applicable Requirement of Law, (ii) result in any breach or violation of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of its property or assets (other than Liens created or contemplated by this Agreement) pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which it or any of its Subsidiaries is party or by which any of its properties or assets, or those of any of its Subsidiaries is bound or to which it is subject, except for breaches, violations and defaults under clauses (i) and (ii) that neither individually nor in the aggregate could reasonably be expected to result in a material adverse effect on its ability to perform its obligations under this Agreement, or (iii) violate any provision of the organizational documents of such Guarantor.

11.    Rights of Guaranteed Parties. Each Guarantor acknowledges and agrees that any changes in the identity of the Persons from time to time comprising the Guaranteed Parties gives rise to an equivalent change in the Guaranteed Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties are vested with the rights, remedies and discretions of the Guaranteed Parties under this Agreement.

12.    Notices.

(a)    All notices, requests, demands and other communications to any Guarantor pursuant hereto shall be in writing and mailed, telecopied or delivered to such Guarantor in care of KMI, 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, Attention: Treasurer, Telecopy: (713) 445-8302.

(b)    KMI will provide a copy of this Agreement, including the most recently amended schedules and supplements hereto, to any Guaranteed Party upon written request to the address set forth in Section 12(a); provided, however, that KMI’s obligations under this Section 12(b) shall be deemed satisfied if KMI has filed a copy of this Agreement, including the most recently amended schedules and

Exhibit 10.1

supplements hereto, with the SEC within three months preceding the date on which KMI receives such written request.

13.    Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with KMI.

14.    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

15.    Integration. This Agreement represents the agreement of each Guarantor with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Guaranteed Party relative to the subject matter hereof not expressly set forth or referred to herein.

16.    Amendments; No Waiver; Cumulative Remedies.

(a)    None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Guarantors and KMI.

(b)    The Guarantors may amend or supplement this Agreement by a written instrument executed by all Guarantors:

(i) to cure any ambiguity, defect or inconsistency;

(ii) to reflect a change in the Guarantors or the Guaranteed Obligations made in accordance with this Agreement;

(iii) to make any change that would provide any additional rights or benefits to the Guaranteed Parties or that would not adversely affect the legal rights hereunder of any Guaranteed Party in any material respect; or

(iv) to conform this Agreement to any change made to the Revolving Credit Agreement or to the Revolving Credit Agreement Guarantee.

Except as set forth in this clause (b) or otherwise provided herein, the Guarantors may not amend, supplement or otherwise modify this Agreement prior to the Guarantee Termination Date without the prior written consent of the holders of the majority of the outstanding principal amount of the Guaranteed Obligations (excluding obligations with respect to Hedging Agreements). Notwithstanding the foregoing, in the case of an amendment that would reasonably be expected to adversely, materially and disproportionately affect Guaranteed Parties with Guaranteed Obligations existing under Hedging Agreements relative to the other Guaranteed Parties, the foregoing exclusion of obligations with respect to Hedging Agreements shall not apply, and the outstanding principal amount attributable to each such Guaranteed Party’s Guaranteed Obligations shall be deemed to be equal to the termination payment that

Exhibit 10.1

would be due to such Guaranteed Party as if the valuation date were an “Early Termination Date” under and calculated in accordance with each applicable Hedging Agreement.

(c)    No Guaranteed Party shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of any Guaranteed Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by a Guaranteed Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Guaranteed Party would otherwise have on any future occasion.

(d)    The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.    Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.    Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Guaranteed Parties and their respective successors and permitted assigns, except that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement except pursuant to a transaction permitted by the Revolving Credit Agreement and in connection with a corresponding assignment under the Revolving Credit Agreement Guarantee.

19.    Additional Guarantors.

(a)    KMI shall cause each Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the date of this Agreement (including each Subsidiary that ceases to constitute an Excluded Subsidiary after the date of this Agreement) to execute a supplement to this Agreement and become a Guarantor within 45 days of the occurrence of the applicable event specified in this Section 19(a).

(b)    Each Subsidiary of KMI that becomes, at the request of KMI, or that is required pursuant to Section 19(a) to become, a party to this Agreement shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a written supplement substantially in the form of Annex A hereto. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

20.    Additional Guaranteed Obligations. Any Indebtedness issued by a Guarantor or for which a Guarantor otherwise becomes obligated after the date of this Agreement shall become a Guaranteed Obligation upon the execution by all Guarantors of a notation of guarantee substantially in the form of Annex B hereto, which shall be affixed to the instrument or instruments evidencing such Indebtedness. Each such notation of guarantee shall be signed on behalf of each Guarantor by a duly authorized officer prior to the authentication or issuance of such Indebtedness.

Exhibit 10.1

21.    GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

22.    Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 22, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantee Termination Date. Each Qualified ECP Guarantor intends that this Section 22 constitute, and this Section 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

[Signature pages follow]

Exhibit 10.1

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer or other representative as of the day and year first above written.

GUARANTORS

KINDER MORGAN, INC.

By:        /s/ Anthony B. Ashley

Name: Anthony B. Ashley

Title: Treasurer

AGNES B CRANE, LLC

AMERICAN PETROLEUM TANKERS II LLC

AMERICAN PETROLEUM TANKERS III LLC

AMERICAN PETROLEUM TANKERS IV LLC

AMERICAN PETROLEUM TANKERS LLC

AMERICAN PETROLEUM TANKERS PARENT LLC

AMERICAN PETROLEUM TANKERS V LLC

AMERICAN PETROLEUM TANKERS VI LLC

AMERICAN PETROLEUM TANKERS VII LLC

APT FLORIDA LLC

APT INTERMEDIATE HOLDCO LLC

APT NEW INTERMEDIATE HOLDCO LLC

APT PENNSYLVANIA LLC

APT SUNSHINE STATE LLC

AUDREY TUG LLC

BEAR CREEK STORAGE COMPANY, L.L.C.

BETTY LOU LLC

CAMINO REAL GATHERING COMPANY, L.L.C.

CANTERA GAS COMPANY LLC

CDE PIPELINE LLC

CENTRAL FLORIDA PIPELINE LLC

CHEYENNE PLAINS GAS PIPELINE COMPANY, L.L.C.

CIG GAS STORAGE COMPANY LLC

CIG PIPELINE SERVICES COMPANY, L.L.C.

CIMMARRON GATHERING LLC

COLORADO INTERSTATE GAS COMPANY, L.L.C.

COLORADO INTERSTATE ISSUING CORPORATION

COPANO DOUBLE EAGLE LLC

COPANO ENERGY FINANCE CORPORATION

COPANO ENERGY, L.L.C.

COPANO ENERGY SERVICES/UPPER GULF COAST LLC

COPANO FIELD SERVICES GP, L.L.C.

COPANO FIELD SERVICES/NORTH TEXAS, L.L.C.

COPANO FIELD SERVICES/SOUTH TEXAS LLC

COPANO FIELD SERVICES/UPPER GULF COAST LLC

COPANO LIBERTY, LLC

COPANO NGL SERVICES (MARKHAM), L.L.C.

COPANO NGL SERVICES LLC

COPANO PIPELINES GROUP, L.L.C.

[Signature Page to Cross Guarantee]

Exhibit 10.1

COPANO PIPELINES/NORTH TEXAS, L.L.C.

COPANO PIPELINES/ROCKY MOUNTAINS, LLC

COPANO PIPELINES/SOUTH TEXAS LLC

COPANO PIPELINES/UPPER GULF COAST LLC

COPANO PROCESSING LLC

COPANO RISK MANAGEMENT LLC

COPANO/WEBB-DUVAL PIPELINE LLC

CPNO SERVICES LLC

DAKOTA BULK TERMINAL, INC.

DELTA TERMINAL SERVICES LLC

EAGLE FORD GATHERING LLC

EL PASO CHEYENNE HOLDINGS, L.L.C.

EL PASO CITRUS HOLDINGS, INC.

EL PASO CNG COMPANY, L.L.C.

EL PASO ENERGY SERVICE COMPANY, L.L.C.

EL PASO LLC

EL PASO MIDSTREAM GROUP LLC

EL PASO NATURAL GAS COMPANY, L.L.C.

EL PASO NORIC INVESTMENTS III, L.L.C.

EL PASO PIPELINE CORPORATION

EL PASO PIPELINE GP COMPANY, L.L.C.

EL PASO PIPELINE HOLDING COMPANY, L.L.C.

EL PASO PIPELINE LP HOLDINGS, L.L.C.

EL PASO PIPELINE PARTNERS, L.P.

By El Paso Pipeline GP Company, L.L.C., its general partner

EL PASO PIPELINE PARTNERS OPERATING COMPANY, L.L.C.

EL PASO RUBY HOLDING COMPANY, L.L.C.

EL PASO TENNESSEE PIPELINE CO., L.L.C.

ELBA EXPRESS COMPANY, L.L.C.

ELIZABETH RIVER TERMINALS LLC

EMORY B CRANE, LLC

EPBGP CONTRACTING SERVICES LLC

EP ENERGY HOLDING COMPANY

EP RUBY LLC

EPTP ISSUING CORPORATION

FERNANDINA MARINE CONSTRUCTION MANAGEMENT LLC

FRANK L. CRANE, LLC

GENERAL STEVEDORES GP, LLC

GENERAL STEVEDORES HOLDINGS LLC

GLOBAL AMERICAN TERMINALS LLC

HAMPSHIRE LLC

HARRAH MIDSTREAM LLC

HBM ENVIRONMENTAL, INC.

ICPT, L.L.C

J.R. NICHOLLS LLC

JAVELINA TUG LLC

JEANNIE BREWER LLC

JV TANKER CHARTERER LLC

KINDER MORGAN (DELAWARE), INC.

KINDER MORGAN 2-MILE LLC

KINDER MORGAN ADMINISTRATIVE SERVICES TAMPA LLC

KINDER MORGAN ALTAMONT LLC

[Signature Page to Cross Guarantee]

Exhibit 10.1

KINDER MORGAN AMORY LLC

KINDER MORGAN ARROW TERMINALS HOLDINGS, INC.

KINDER MORGAN ARROW TERMINALS, L.P.

By Kinder Morgan River Terminals, LLC, its general partner

KINDER MORGAN BALTIMORE TRANSLOAD TERMINAL LLC

KINDER MORGAN BATTLEGROUND OIL LLC

KINDER MORGAN BORDER PIPELINE LLC

KINDER MORGAN BULK TERMINALS, INC.

KINDER MORGAN CARBON DIOXIDE TRANSPORTATION

COMPANY

KINDER MORGAN CO2 COMPANY, L.P.

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN COCHIN LLC

KINDER MORGAN COLUMBUS LLC

KINDER MORGAN COMMERCIAL SERVICES LLC

KINDER MORGAN CRUDE & CONDENSATE LLC

KINDER MORGAN CRUDE OIL PIPELINES LLC

KINDER MORGAN CRUDE TO RAIL LLC

KINDER MORGAN CUSHING LLC

KINDER MORGAN DALLAS FORT WORTH RAIL TERMINAL LLC

KINDER MORGAN ENDEAVOR LLC

KINDER MORGAN ENERGY PARTNERS, L.P.

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN EP MIDSTREAM LLC

KINDER MORGAN FINANCE COMPANY LLC

KINDER MORGAN FLEETING LLC

KINDER MORGAN FREEDOM PIPELINE LLC

KINDER MORGAN KEYSTONE GAS STORAGE LLC

KINDER MORGAN KMAP LLC

KINDER MORGAN LAS VEGAS LLC

KINDER MORGAN LINDEN TRANSLOAD TERMINAL LLC

KINDER MORGAN LIQUIDS TERMINALS LLC

KINDER MORGAN LIQUIDS TERMINALS ST. GABRIEL LLC

KINDER MORGAN MARINE SERVICES LLC

KINDER MORGAN MATERIALS SERVICES, LLC

KINDER MORGAN MID ATLANTIC MARINE SERVICES LLC

KINDER MORGAN NATGAS O&M LLC

KINDER MORGAN NORTH TEXAS PIPELINE LLC

KINDER MORGAN OPERATING L.P. “A”

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN OPERATING L.P. “B”

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN OPERATING L.P. “C”

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN OPERATING L.P. “D”

By Kinder Morgan G.P., Inc., its general partner

KINDER MORGAN PECOS LLC

KINDER MORGAN PECOS VALLEY LLC

KINDER MORGAN PETCOKE GP LLC

[Signature Page to Cross Guarantee]

Exhibit 10.1

KINDER MORGAN PETCOKE, L.P.

By Kinder Morgan Petcoke GP LLC, its general partner

KINDER MORGAN PETCOKE LP LLC

KINDER MORGAN PETROLEUM TANKERS LLC

KINDER MORGAN PIPELINE LLC

KINDER MORGAN PIPELINES (USA) INC.

KINDER MORGAN PORT MANATEE TERMINAL LLC

KINDER MORGAN PORT SUTTON TERMINAL LLC

KINDER MORGAN PORT TERMINALS USA LLC

KINDER MORGAN PRODUCTION COMPANY LLC

KINDER MORGAN RAIL SERVICES LLC

KINDER MORGAN RESOURCES II LLC

KINDER MORGAN RESOURCES III LLC

KINDER MORGAN RESOURCES LLC

KINDER MORGAN RIVER TERMINALS LLC

KINDER MORGAN SERVICES LLC

KINDER MORGAN SEVEN OAKS LLC

KINDER MORGAN SOUTHEAST TERMINALS LLC

KINDER MORGAN TANK STORAGE TERMINALS LLC

KINDER MORGAN TEJAS PIPELINE LLC

KINDER MORGAN TERMINALS, INC.

KINDER MORGAN TEXAS PIPELINE LLC

KINDER MORGAN TEXAS TERMINALS, L.P.

By General Stevedores GP, LLC, its general partner

KINDER MORGAN TRANSMIX COMPANY, LLC

KINDER MORGAN TREATING LP

By KM Treating GP LLC, its general partner

KINDER MORGAN URBAN RENEWAL, L.L.C.

KINDER MORGAN UTICA LLC

KINDER MORGAN VIRGINIA LIQUIDS TERMINALS LLC

KINDER MORGAN WINK PIPELINE LLC

KINDERHAWK FIELD SERVICES LLC

KM CRANE LLC

KM DECATUR, INC.

KM EAGLE GATHERING LLC

KM GATHERING LLC

KM KASKASKIA DOCK LLC

KM LIQUIDS TERMINALS LLC

KM NORTH CAHOKIA LAND LLC

KM NORTH CAHOKIA SPECIAL PROJECT LLC

KM NORTH CAHOKIA TERMINAL PROJECT LLC

KM SHIP CHANNEL SERVICES LLC

KM TREATING GP LLC

KM TREATING PRODUCTION LLC

KMBT LLC

KMGP CONTRACTING SERVICES LLC

KMGP SERVICES COMPANY, INC.

KN TELECOMMUNICATIONS, INC.

KNIGHT POWER COMPANY LLC

LOMITA RAIL TERMINAL LLC

MILWAUKEE BULK TERMINALS LLC

MJR OPERATING LLC

MOJAVE PIPELINE COMPANY, L.L.C.

MOJAVE PIPELINE OPERATING COMPANY, L.L.C.

MR. BENNETT LLC

[Signature Page to Cross Guarantee]

Exhibit 10.1

MR. VANCE LLC

NASSAU TERMINALS LLC

NGPL HOLDCO INC.

NS 307 HOLDINGS INC.

PADDY RYAN CRANE, LLC

PALMETTO PRODUCTS PIPE LINE LLC

PI 2 PELICAN STATE LLC

PINNEY DOCK & TRANSPORT LLC

QUEEN CITY TERMINALS LLC

RAHWAY RIVER LAND LLC

RAZORBACK TUG LLC

RCI HOLDINGS, INC.

RIVER TERMINALS PROPERTIES GP LLC

RIVER TERMINAL PROPERTIES, L.P.

By River Terminals Properties GP LLC, its general partner

SCISSORTAIL ENERGY, LLC

SNG PIPELINE SERVICES COMPANY, L.L.C.

SOUTHERN GULF LNG COMPANY, L.L.C.

SOUTHERN LIQUEFACTION COMPANY LLC

SOUTHERN LNG COMPANY, L.L.C.

SOUTHERN NATURAL GAS COMPANY, L.L.C.

SOUTHERN NATURAL ISSUING CORPORATION

SOUTHTEX TREATERS LLC

SOUTHWEST FLORIDA PIPELINE LLC

SRT VESSELS LLC

STEVEDORE HOLDINGS, L.P.

By Kinder Morgan Petcoke GP LLC, its general partner

TAJON HOLDINGS, INC.

TEJAS GAS, LLC

TEJAS NATURAL GAS, LLC

TENNESSEE GAS PIPELINE COMPANY, L.L.C.

TENNESSEE GAS PIPELINE ISSUING CORPORATION

TEXAN TUG LLC

TGP PIPELINE SERVICES COMPANY, L.L.C.

TRANS MOUNTAIN PIPELINE (PUGET SOUND) LLC

TRANSCOLORADO GAS TRANSMISSION COMPANY LLC

TRANSLOAD SERVICES, LLC

UTICA MARCELLUS TEXAS PIPELINE LLC

WESTERN PLANT SERVICES, INC.

WYOMING INTERSTATE COMPANY, L.L.C.

By:     /s/ Anthony B. Ashley

Anthony Ashley

Vice President

[Signature Page to Cross Guarantee]

Exhibit 10.1

ANNEX A TO

THE CROSS GUARANTEE AGREEMENT

SUPPLEMENT NO. [ ] dated as of [                    ] to the CROSS GUARANTEE AGREEMENT dated as of [                    ] (the “Agreement”), among each of the Guarantors listed on the signature pages thereto and each of the other entities that becomes a party thereto pursuant to Section 19 of the Agreement (each such entity individually, a “Guarantor” and, collectively, the “Guarantors”). Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

A.    The Guarantors consist of Kinder Morgan, Inc., a Delaware corporation (“KMI”), and certain of its direct and indirect Subsidiaries, and the Guarantors have entered into the Agreement in order to provide guarantees of certain of the Guarantors’ senior, unsecured Indebtedness outstanding from time to time.

B.    Section 19 of the Agreement provides that additional Subsidiaries may become Guarantors under the Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor”) is executing this Supplement at the request of KMI or in accordance with the requirements of the Agreement to become a Guarantor under the Agreement.

Accordingly, each New Guarantor agrees as follows:

SECTION 1.    In accordance with Section 19 of the Agreement, each New Guarantor by its signature below becomes a Guarantor under the Agreement with the same force and effect as if originally named therein as a Guarantor and each New Guarantor hereby (a) agrees to all the terms and provisions of the Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the Agreement shall be deemed to include each New Guarantor. The Agreement is hereby incorporated herein by reference.

SECTION 2.     Each New Guarantor represents and warrants to the Guaranteed Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.    This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with KMI. This Supplement shall become effective as to each New Guarantor when KMI shall have received a counterpart of this Supplement that bears the signature of such New Guarantor.

SECTION 4.    Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.

SECTION 5.    THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6.    Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

Exhibit 10.1

unenforceability without invalidating the remaining provisions hereof and in the Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.    All notices, requests and demands pursuant hereto shall be made in accordance with Section 12 of the Agreement. All communications and notices hereunder to each New Guarantor shall be given to it in care of KMI at the address set forth in Section 12 of the Agreement.

[Signature Pages Follow]

Exhibit 10.1

IN WITNESS WHEREOF, each New Guarantor has duly executed this Supplement to the Agreement as of the day and year first above written.

_________________________________

as Guarantor

By:______________________________

Name:

Title:

Exhibit 10.1

ANNEX B TO

THE CROSS GUARANTEE AGREEMENT

FORM OF NOTATION OF GUARANTEE

Subject to the limitations set forth in the Cross Guarantee Agreement, dated as of [•] (the “Guarantee Agreement”), the undersigned Guarantors hereby certify that this [Indebtedness] constitutes a Guaranteed Obligation, entitled to all the rights as such set forth in the Guarantee Agreement. The Guarantors may be released from their guarantees upon the terms and subject to the conditions provided in the Guarantee Agreement. Capitalized terms used but not defined in this notation of guarantee have the meanings assigned such terms in the Guarantee Agreement, a copy of which will be provided to [a holder of this instrument] upon request to [Issuer].

Schedule I of the Guarantee Agreement is hereby deemed to be automatically updated to include this [Indebtedness] thereon as a Guaranteed Obligation.

[GUARANTORS],

as Guarantor

By: ______________________________

Name:

Title:

Exhibit 10.1

SCHEDULE I

Guaranteed Obligations

Current as of: September 30, 2023

Issuer Indebtedness Maturity
Kinder Morgan, Inc. 5.625% notes November 15, 2023
Kinder Morgan, Inc. 4.30% notes June 1, 2025
Kinder Morgan, Inc. 1.75% notes November 15, 2026
Kinder Morgan, Inc. 6.70% bonds (Coastal) February 15, 2027
Kinder Morgan, Inc. 2.250% notes March 16, 2027
Kinder Morgan, Inc. 6.67% debentures November 1, 2027
Kinder Morgan, Inc. 7.25% debentures March 1, 2028
Kinder Morgan, Inc. 4.30% notes March 1, 2028
Kinder Morgan, Inc. 6.95% bonds (Coastal) June 1, 2028
Kinder Morgan, Inc. 8.05% bonds October 15, 2030
Kinder Morgan, Inc. 2.00% notes February 15, 2031
Kinder Morgan, Inc. 7.80% bonds August 1, 2031
Kinder Morgan, Inc. 7.75% bonds January 15, 2032
Kinder Morgan, Inc. 4.80% bonds February 1, 2033
Kinder Morgan, Inc. 5.20% bonds June 1, 2033
Kinder Morgan, Inc. 5.30% notes December 1, 2034
Kinder Morgan, Inc. 7.75% bonds (Coastal) October 15, 2035
Kinder Morgan, Inc. 6.40% notes January 5, 2036
Kinder Morgan, Inc. 7.42% bonds (Coastal) February 15, 2037
Kinder Morgan, Inc. 5.55% notes June 1, 2045
Kinder Morgan, Inc. 5.050% notes February 15, 2046
Kinder Morgan, Inc. 5.20% notes March 1, 2048
Kinder Morgan, Inc. 3.25% notes August 1, 2050
Kinder Morgan, Inc. 3.60% notes February 15, 2051
Kinder Morgan, Inc. 5.45% notes August 1, 2052
Kinder Morgan, Inc. 7.45% debentures March 1, 2098
Kinder Morgan, Inc. $100 Million Letter of Credit Facility November 30, 2023
Kinder Morgan Energy Partners, L.P. 4.15% bonds February 1, 2024
Kinder Morgan Energy Partners, L.P. 4.25% bonds September 1, 2024
Kinder Morgan Energy Partners, L.P. 7.40% bonds March 15, 2031
Kinder Morgan Energy Partners, L.P. 7.75% bonds March 15, 2032
Kinder Morgan Energy Partners, L.P. 7.30% bonds August 15, 2033
Kinder Morgan Energy Partners, L.P. 5.80% bonds March 15, 2035
Kinder Morgan Energy Partners, L.P. 6.50% bonds February 1, 2037
Kinder Morgan Energy Partners, L.P. 6.95% bonds January 15, 2038
Kinder Morgan Energy Partners, L.P. 6.50% bonds September 1, 2039

Exhibit 10.1

Schedule I
(Guaranteed Obligations)
Current as of: September 30, 2023
Issuer Indebtedness Maturity
Kinder Morgan Energy Partners, L.P. 6.55% bonds September 15, 2040
Kinder Morgan Energy Partners, L.P. 6.375% bonds March 1, 2041
Kinder Morgan Energy Partners, L.P. 5.625% bonds September 1, 2041
Kinder Morgan Energy Partners, L.P. 5.00% bonds August 15, 2042
Kinder Morgan Energy Partners, L.P. 5.00% bonds March 1, 2043
Kinder Morgan Energy Partners, L.P. 5.50% bonds March 1, 2044
Kinder Morgan Energy Partners, L.P. 5.40% bonds September 1, 2044
Kinder Morgan Energy Partners, L.P.(1) 4.30% bonds May 1, 2024
Kinder Morgan Energy Partners, L.P.(1) 7.50% bonds November 15, 2040
Kinder Morgan Energy Partners, L.P.(1) 4.70% bonds November 1, 2042
Tennessee Gas Pipeline Company, L.L.C. 7.00% bonds March 15, 2027
Tennessee Gas Pipeline Company, L.L.C. 7.00% bonds October 15, 2028
Tennessee Gas Pipeline Company, L.L.C. 2.90% bonds March 1, 2030
Tennessee Gas Pipeline Company, L.L.C. 8.375% bonds June 15, 2032
Tennessee Gas Pipeline Company, L.L.C. 7.625% bonds April 1, 2037
El Paso Natural Gas Company, L.L.C. 7.50% bonds November 15, 2026
El Paso Natural Gas Company, L.L.C. 3.50% bonds February 15, 2032
El Paso Natural Gas Company, L.L.C. 8.375% bonds June 15, 2032
Colorado Interstate Gas Company, L.L.C. 4.15% notes August 15, 2026
Colorado Interstate Gas Company, L.L.C. 6.85% bonds June 15, 2037
El Paso Tennessee Pipeline Co. L.L.C. 7.25% bonds December 15, 2025
Other Cora industrial revenue bonds April 1, 2024
_________________________________________________<br><br>(1) The original issuer, El Paso Pipeline Partners, L.P. merged with and into Kinder Morgan Energy<br><br>Partners, L.P. effective January 1, 2015.

Exhibit 10.1

Schedule I
(Guaranteed Obligations)
Current as of: September 30, 2023 Hedging Agreements1
--- --- ---
Issuer Guaranteed Party Date
Kinder Morgan, Inc. Bank of America, N.A. January 4, 2018
Kinder Morgan, Inc. BNP Paribas September 15, 2016
Kinder Morgan, Inc. Citibank, N.A. March 16, 2017
Kinder Morgan, Inc. J. Aron & Company December 23, 2011
Kinder Morgan, Inc. SunTrust Bank August 29, 2001
Kinder Morgan, Inc. Barclays Bank PLC November 26, 2014
Kinder Morgan, Inc. Bank of Montreal April 25, 2019
Kinder Morgan, Inc. Bank of Tokyo-Mitsubishi, Ltd., New York Branch November 26, 2014
Kinder Morgan, Inc. Canadian Imperial Bank of Commerce November 26, 2014
Kinder Morgan, Inc. Commerzbank AG August 22, 2019
Kinder Morgan, Inc. Compass Bank March 24, 2015
Kinder Morgan, Inc. Credit Agricole Corporate and Investment <br>Bank November 26, 2014
Kinder Morgan, Inc. Credit Suisse International November 26, 2014
Kinder Morgan, Inc. Deutsche Bank AG November 26, 2014
Kinder Morgan, Inc. ING Capital Markets LLC November 26, 2014
Kinder Morgan, Inc. Intesa Sanpaolo S.p.A. July 1, 2019
Kinder Morgan, Inc. JPMorgan Chase Bank, N.A. February 19, 2015
Kinder Morgan, Inc. Mizuho Capital Markets Corporation November 26, 2014
Kinder Morgan, Inc. Morgan Stanley Capital Services LLC July 9, 2018
Kinder Morgan, Inc. PNC Bank National Association February 4, 2019
Kinder Morgan, Inc. Royal Bank of Canada November 26, 2014
Kinder Morgan, Inc. SMBC Capital Markets, Inc. April 26, 2017
Kinder Morgan, Inc. The Bank of Nova Scotia November 26, 2014
Kinder Morgan, Inc. The Royal Bank of Scotland PLC November 26, 2014
Kinder Morgan, Inc. Societe Generale November 26, 2014
Kinder Morgan, Inc. The Toronto-Dominion Bank October 2, 2017
Kinder Morgan, Inc. UBS AG November 26, 2014
Kinder Morgan, Inc. U.S. Bank National Association May 30, 2023
Kinder Morgan, Inc. Wells Fargo Bank, N.A. November 26, 2014
Kinder Morgan Energy Partners, L.P. Bank of America, N.A. April 14, 1999
Kinder Morgan Energy Partners, L.P. Bank of Tokyo-Mitsubishi, Ltd., New York Branch November 23, 2004
Kinder Morgan Energy Partners, L.P. Barclays Bank PLC November 18, 2003
Kinder Morgan Energy Partners, L.P. Canadian Imperial Bank of Commerce August 4, 2011
Kinder Morgan Energy Partners, L.P. Citibank, N.A. March 14, 2002
Kinder Morgan Energy Partners, L.P. Credit Agricole Corporate and Investment Bank June 20, 2014
Kinder Morgan Energy Partners, L.P. Credit Suisse International May 14, 2010
_________________________________________________<br><br>1 Guaranteed Obligations with respect to Hedging Agreements include International Swaps and<br><br>Derivatives Association Master Agreements (“ISDAs”) and all transactions entered into pursuant to any ISDA listed on this Schedule I.

Exhibit 10.1

Schedule I
(Guaranteed Obligations)
Current as of: September 30, 2023
Hedging Agreements1
Issuer Guaranteed Party Date
Kinder Morgan Energy Partners, L.P. ING Capital Markets LLC September 21, 2011
Kinder Morgan Energy Partners, L.P. J. Aron & Company November 11, 2004
Kinder Morgan Energy Partners, L.P. JPMorgan Chase Bank August 29, 2001
Kinder Morgan Energy Partners, L.P. Merrill Lynch Capital Services, Inc. March 8, 2005
Kinder Morgan Energy Partners, L.P. Mizuho Capital Markets Corporation July 11, 2014
Kinder Morgan Energy Partners, L.P. Morgan Stanley Capital Services Inc. March 10, 2010
Kinder Morgan Energy Partners, L.P. Royal Bank of Canada March 12, 2009
Kinder Morgan Energy Partners, L.P. The Royal Bank of Scotland PLC March 20, 2009
Kinder Morgan Energy Partners, L.P. The Bank of Nova Scotia August 14, 2003
Kinder Morgan Energy Partners, L.P. Societe Generale July 18, 2014
Kinder Morgan Energy Partners, L.P. SunTrust Bank March 14, 2002
Kinder Morgan Energy Partners, L.P. UBS AG February 23, 2011
Kinder Morgan Energy Partners, L.P. Wells Fargo Bank, N.A. July 31, 2007
Kinder Morgan Texas Pipeline LLC Bank of Montreal April 25, 2019
Kinder Morgan Texas Pipeline LLC Canadian Imperial Bank of Commerce December 18, 2006
Kinder Morgan Texas Pipeline LLC Citibank, N.A. February 22, 2005
Kinder Morgan Texas Pipeline LLC Deutsche Bank AG June 13, 2007
Kinder Morgan Texas Pipeline LLC ING Capital Markets LLC April 17, 2014
Kinder Morgan Texas Pipeline LLC Intesa Sanpaolo S.p.a October 29, 2020
Kinder Morgan Production LLC J. Aron & Company June 12, 2006
Kinder Morgan Texas Pipeline LLC J. Aron & Company June 8, 2000
Kinder Morgan Texas Pipeline LLC JPMorgan Chase Bank, N.A. September 7, 2006
Kinder Morgan Texas Pipeline LLC Macquarie Bank Limited September 20, 2010
Kinder Morgan Texas Pipeline LLC Merrill Lynch Commodities, Inc. October 24, 2001
Kinder Morgan Texas Pipeline LLC Phillips 66 Company March 30, 2015
Kinder Morgan Texas Pipeline LLC PNC Bank, National Association July 11, 2018
Kinder Morgan Texas Pipeline LLC Royal Bank of Canada October 18, 2018
Kinder Morgan Texas Pipeline LLC The Bank of Nova Scotia May 8, 2014
Kinder Morgan Texas Pipeline LLC The Toronto Dominion Bank September 14, 2021
Kinder Morgan Texas Pipeline LLC Wells Fargo Bank, N.A. June 1, 2013
Copano Risk Management, LLC Citibank, N.A. July 21, 2008
Copano Risk Management, LLC J. Aron & Company December 12, 2005
Copano Risk Management, LLC Morgan Stanley Capital Group Inc. May 4, 2007
_________________________________________________<br><br>1 Guaranteed Obligations with respect to Hedging Agreements include International Swaps and<br><br>Derivatives Association Master Agreements (“ISDAs”) and all transactions entered into pursuant to any ISDA listed on this Schedule I.

Exhibit 10.1

SCHEDULE II<br><br><br><br>Guarantors<br><br>Current as of: September 30, 2023
American Petroleum Tankers II LLC Copano Terminals LLC
American Petroleum Tankers III LLC Copano/Webb-Duval Pipeline LLC
American Petroleum Tankers IV LLC CPNO Services LLC
American Petroleum Tankers LLC Dakota Bulk Terminal LLC
American Petroleum Tankers Parent LLC Delta Terminal Services LLC
American Petroleum Tankers V LLC Eagle Ford Gathering LLC
American Petroleum Tankers VI LLC El Paso Cheyenne Holdings, L.L.C.
American Petroleum Tankers VII LLC El Paso Citrus Holdings, Inc.
American Petroleum Tankers VIII LLC El Paso CNG Company, L.L.C.
American Petroleum Tankers IX LLC El Paso Energy Service Company, L.L.C.
American Petroleum Tankers X LLC El Paso LLC
American Petroleum Tankers XI LLC El Paso Midstream Group LLC
APT Florida LLC El Paso Natural Gas Company, L.L.C.
APT Intermediate Holdco LLC El Paso Noric Investments III, L.L.C.
APT New Intermediate Holdco LLC El Paso Ruby Holding Company, L.L.C.
APT Pennsylvania LLC El Paso Tennessee Pipeline Co., L.L.C.
APT Sunshine State LLC Elba Express Company, L.L.C.
Arlington Storage Company, LLC Elizabeth River Terminals LLC
Betty Lou LLC Emory B Crane, LLC
Camino Real Gas Gathering Company LLC EP Ruby LLC
Camino Real Gathering Company, L.L.C. EPBGP Contracting Services LLC
Cantera Gas Company LLC EPTP Issuing Corporation
CDE Pipeline LLC Frank L. Crane, LLC
Central Florida Pipeline LLC General Stevedores GP, LLC
Cheyenne Plains Gas Pipeline Company, L.L.C. General Stevedores Holdings LLC
CIG Gas Storage Company LLC Harrah Midstream LLC
CIG Pipeline Services Company, L.L.C. HBM Environmental LLC
Colorado Interstate Gas Company, L.L.C. Hiland Crude, LLC
Colorado Interstate Issuing Corporation Hiland Partners Holdings LLC
Copano Double Eagle LLC HPH Oklahoma Gathering LLC
Copano Energy Finance Corporation ICPT, L.L.C.
Copano Energy Services/Upper Gulf Coast LLC Independent Trading & Transportation
Copano Energy, L.L.C. Company I, L.L.C.
Copano Field Services GP, L.L.C. JV Tanker Charterer LLC
Copano Field Services/North Texas, L.L.C. Kinder Morgan 2-Mile LLC
Copano Field Services/South Texas LLC Kinder Morgan Administrative Services Tampa LLC
Copano Field Services/Upper Gulf Coast LLC Kinder Morgan Altamont LLC
Copano Liberty, LLC Kinder Morgan Arlington RNG LLC
Copano NGL Services (Markham), L.L.C. Kinder Morgan Baltimore Transload Terminal LLC
Copano NGL Services LLC Kinder Morgan Battleground Oil LLC
Copano Pipelines Group, L.L.C. Kinder Morgan Border Pipeline LLC
Copano Pipelines/North Texas, L.L.C. Kinder Morgan Bulk Terminals LLC
Copano Pipelines/Rocky Mountains, LLC Kinder Morgan Carbon Dioxide Transportation
Copano Pipelines/South Texas LLC Company
Copano Pipelines/Upper Gulf Coast LLC Kinder Morgan CCS Holdco LLC
Copano Processing LLC Kinder Morgan CO2 Company LLC
Copano Risk Management LLC Kinder Morgan Commercial Services LLC

Exhibit 10.1

Schedule II
(Guarantors)
Current as of: September 30, 2023
Kinder Morgan Contracting Services LLC Kinder Morgan Portland Intermediate Holdings I LLC
Kinder Morgan Crude & Condensate LLC Kinder Morgan Portland Intermediate Holdings II LLC
Kinder Morgan Crude Marketing LLC Kinder Morgan Portland Jet Line LLC
Kinder Morgan Crude Oil Pipelines LLC Kinder Morgan Portland Liquids Terminals LLC
Kinder Morgan Crude to Rail LLC Kinder Morgan Portland Operating LLC
Kinder Morgan Cushing LLC Kinder Morgan Production Company LLC
Kinder Morgan Dallas Fort Worth Rail Terminal LLC Kinder Morgan Products Terminals LLC
Kinder Morgan Deeprock North Holdco LLC Kinder Morgan Rail Services LLC
Kinder Morgan Endeavor LLC Kinder Morgan Ranger LLC
Kinder Morgan Energy Partners, L.P. Kinder Morgan Resources II LLC
Kinder Morgan Energy Transition Ventures Holdco Kinder Morgan Resources III LLC
LLC Kinder Morgan Rockies Marketing LLC
Kinder Morgan EP Midstream LLC Kinder Morgan RNG Holdco LLC
Kinder Morgan Finance Company LLC Kinder Morgan Scurry Connector LLC
Kinder Morgan Freedom Pipeline LLC Kinder Morgan Seven Oaks LLC
Kinder Morgan Galena Park West LLC Kinder Morgan Shreveport RNG LLC
Kinder Morgan GP LLC Kinder Morgan SNG Operator LLC
Kinder Morgan IMT Holdco LLC Kinder Morgan Southeast Terminals LLC
Kinder Morgan, Inc. Kinder Morgan Tank Storage Terminals LLC
Kinder Morgan Keystone Gas Storage LLC Kinder Morgan Tejas Pipeline LLC
Kinder Morgan KMAP LLC Kinder Morgan Terminals LLC
Kinder Morgan Las Vegas LLC Kinder Morgan Terminals Wilmington LLC
Kinder Morgan Linden Transload Terminal LLC Kinder Morgan Texas Pipeline LLC
Kinder Morgan Liquids Terminals LLC Kinder Morgan Texas Terminals, L.P.
Kinder Morgan Liquids Terminals St. Gabriel LLC Kinder Morgan Transmix Company, LLC
Kinder Morgan Louisiana Pipeline Holding LLC Kinder Morgan Treating LP
Kinder Morgan Louisiana Pipeline LLC Kinder Morgan Treating Odessa LLC
Kinder Morgan Marine Services LLC Kinder Morgan Utica LLC
Kinder Morgan Materials Services, LLC Kinder Morgan Vehicle Services LLC
Kinder Morgan Mid Atlantic Marine Services LLC Kinder Morgan Victoria RNG LLC
Kinder Morgan NatGas O&M LLC Kinder Morgan Virginia Liquids Terminals LLC
Kinder Morgan NGPL Holdings LLC Kinder Morgan Wink Pipeline LLC
Kinder Morgan North Texas Pipeline LLC KinderHawk Field Services LLC
Kinder Morgan Operating LLC “A” Kinetrex Energy Transportation, LLC
Kinder Morgan Operating LLC “B” Kinetrex Holdco, Inc.
Kinder Morgan Operating LLC “C” KM Crane LLC
Kinder Morgan Operating LLC “D” KM Decatur LLC
Kinder Morgan Pecos LLC KM Eagle Gathering LLC
Kinder Morgan Pecos Valley LLC KM Gas Marketing LLC
Kinder Morgan Permian CCS LLC KM Kaskaskia Dock LLC
Kinder Morgan Petcoke GP LLC KM Liquids Marketing LLC
Kinder Morgan Petcoke LP LLC KM Liquids Terminals LLC
Kinder Morgan Petcoke, L.P. KM Louisiana Midstream LLC
Kinder Morgan Petroleum Tankers LLC KM North Cahokia Land LLC
Kinder Morgan Pipeline LLC KM North Cahokia Special Project LLC
Kinder Morgan Port Manatee Terminal LLC KM North Cahokia Terminal Project LLC
Kinder Morgan Port Sutton Terminal LLC KM Ship Channel Services LLC
Kinder Morgan Port Terminals USA LLC KM Treating GP LLC
Kinder Morgan Portland Bulk LLC KM Utopia Operator LLC
Kinder Morgan Portland Holdings LLC KMBT Legacy Holdings LLC

Exhibit 10.1

Schedule II
(Guarantors)
Current as of: September 30, 2023
KMBT LLC Western Plant Services LLC
KMGP Services Company, Inc. Wyoming Interstate Company, L.L.C.
KN Telecommunications, Inc.
Knight Power Company LLC
Liberty High BTU LLC
LNG Indy, LLC
Lomita Rail Terminal LLC
Milwaukee Bulk Terminals LLC
MJR Operating LLC
Mojave Pipeline Company, L.L.C.
Mojave Pipeline Operating Company, L.L.C.
North American Bio-Fuels, L.L.C.
North American-Central, LLC
North American Natural Resources, LLC
North American Natural Resources-SBL, LLC
Paddy Ryan Crane, LLC
Palmetto Products Pipe Line LLC
PI 2 Pelican State LLC
Pinney Dock & Transport LLC
Prairie View High BTU LLC
Queen City Terminals LLC
Rahway River Land LLC
River Terminals Properties GP LLC
River Terminal Properties, L.P.
RNG Indy LLC
ScissorTail Energy, LLC
SNG Pipeline Services Company, L.L.C.
Southern Dome, LLC
Southern Gulf LNG Company, L.L.C.
Southern Liquefaction Company LLC
Southern LNG Company, L.L.C.
Southern Oklahoma Gathering LLC
Southwest Florida Pipeline LLC
SRT Vessels LLC
Stagecoach Energy Solutions LLC
Stagecoach Gas Services LLC
Stagecoach Operating Services LLC
Stagecoach Pipeline & Storage Company LLC
Stevedore Holdings, L.P.
Tejas Gas, LLC
Tejas Natural Gas, LLC
Tennessee Gas Pipeline Company, L.L.C.
Tennessee Gas Pipeline Issuing Corporation
Texan Tug LLC
TGP Pipeline Services Company, L.L.C.
TransColorado Gas Transmission Company LLC
Transload Services, LLC
Twin Bridges High BTU LLC
Twin Tier Pipeline LLC
Utica Marcellus Texas Pipeline LLC

Exhibit 10.1

SCHEDULE III<br><br>Excluded Subsidiaries
ANR Real Estate Corporation
Coastal Eagle Point Oil Company
Coastal Oil New England, Inc.
Coscol Petroleum Corporation
El Paso CGP Company, L.L.C.
El Paso Energy Capital Trust I
El Paso Energy E.S.T. Company
El Paso Energy International Company
El Paso Merchant Energy North America Company, L.L.C.
El Paso Merchant Energy-Petroleum Company
El Paso Reata Energy Company, L.L.C.
El Paso Remediation Company
El Paso Services Holding Company
EPEC Corporation
EPEC Oil Company Liquidating Trust
EPEC Polymers, Inc.
EPED Holding Company
K N Capital Trust I
K N Capital Trust III
Mesquite Investors, L.L.C.
Note: The Excluded Subsidiaries listed on this Schedule III may also be Excluded Subsidiaries pursuant to other exceptions set forth in the definition of “Excluded Subsidiary”.

Document

Exhibit 22.1

List of Guarantor Subsidiaries

The Cross Guarantee Agreement furnished as Exhibit 10.1 to this Quarterly Report on Form 10-Q sets forth, as of September 30, 2023, the registrant’s guarantor subsidiaries on Schedule II thereto and the guaranteed securities on Schedule I thereto.

Document

Exhibit 31.1

KINDER MORGAN, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kimberly A. Dang, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 20, 2023 /s/ Kimberly A. Dang
Kimberly A. Dang
Chief Executive Officer

Document

Exhibit 31.2

KINDER MORGAN, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David P. Michels, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Kinder Morgan, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 20, 2023 /s/ David P. Michels
David P. Michels
Vice President and Chief Financial Officer

Document

Exhibit 32.1

KINDER MORGAN, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kinder Morgan, Inc. (the “Company”) for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Kinder Morgan, Inc. and will be retained by Kinder Morgan, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date: October 20, 2023 /s/ Kimberly A. Dang
Kimberly A. Dang
Chief Executive Officer

Document

Exhibit 32.2

KINDER MORGAN, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kinder Morgan, Inc. (the “Company”) for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Kinder Morgan, Inc. and will be retained by Kinder Morgan, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date: October 20, 2023 /s/ David P. Michels
David P. Michels
Vice President and Chief Financial Officer

Report a Problem

Category
Description
Email (optional, for follow-up)