Kinder Morgan, Inc 10-Q for FY2025 Q3
Kinder Morgan, Inc. (KMI)
10-Q
2025-10-24
For: 2025-09-30
View Original
Added on
April 11, 2026
About this 10-Q
Kinder Morgan, Inc filed this 10-Q on October 24, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.15B
- up 12.1% from $3.7B a year earlier
- Net income
- $628M
- up 0.5% from net income of $625M a year earlier
- Diluted EPS
- $0.28
- unchanged from $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission file number: 001-35081
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||
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.
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 23, 2025, the registrant had 2,224,760,390 shares of Class P common stock outstanding.
KINDER MORGAN, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page Number | |||||||||||
Acquisitions and Divestiture | |||||||||||
1
KINDER MORGAN, INC. AND SUBSIDIARIES
GLOSSARY
Company Abbreviations
| KMBT | = | Kinder Morgan Bulk Terminals, Inc. | KMLT | = | Kinder Morgan Liquid Terminals, LLC | ||||||||||||
| 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. | |||||||||||||||
| 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 | LLC | = | limited liability company | ||||||||||||
| Bbl | = | barrels | MBbl | = | thousand barrels | ||||||||||||
| BBtu | = | billion British Thermal Units | MMBbl | = | million barrels | ||||||||||||
| Bcf | = | billion cubic feet | MMtons | = | million tons | ||||||||||||
| CERCLA | = | Comprehensive Environmental Response, Compensation and Liability Act | NGL | = | natural gas liquids | ||||||||||||
| NYMEX | = | New York Mercantile Exchange | |||||||||||||||
CO2 | = | carbon dioxide or our CO2 business segment | OTC | = | over-the-counter | ||||||||||||
| DD&A | = | depreciation, depletion and amortization | RIN | = | Renewable Identification Number | ||||||||||||
| EPA | = | U.S. Environmental Protection Agency | RNG | = | Renewable natural gas | ||||||||||||
| FASB | = | Financial Accounting Standards Board | ROU | = | Right-of-Use | ||||||||||||
| GAAP | = | U.S. Generally Accepted Accounting Principles | U.S. | = | United States of America | ||||||||||||
IT | = | Information Technology | WTI | = | West Texas Intermediate | ||||||||||||
2
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 revenues, 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: long-term demand for our assets and services, our business strategy, expected financial results, dividends, sustaining and discretionary/expansion capital expenditures, our cash requirements and our financing and capital allocation strategy, anticipated impacts of litigation and legal or regulatory developments, and our 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 impact of changes in trade policies and tariffs; 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 and in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (March 31, 2025 Form 10-Q), as well as “Information Regarding Forward-Looking Statements,” Part I, Item 1A. “Risk Factors,” and Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K) (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.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Services | $ | $ | $ | $ | |||||||||||||||||||
| Commodity sales | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total Revenues | |||||||||||||||||||||||
| Operating Costs, Expenses and Other | |||||||||||||||||||||||
| Costs of sales (exclusive of items shown separately below) | |||||||||||||||||||||||
| Operations and maintenance | |||||||||||||||||||||||
| Depreciation, depletion and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Taxes, other than income taxes | |||||||||||||||||||||||
| Other income, net | ( | ( | ( | ||||||||||||||||||||
Total Operating Costs, Expenses and Other | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Earnings from equity investments | |||||||||||||||||||||||
| Interest, net | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
Total Other Expense | ( | ( | ( | ( | |||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Income Tax Expense | ( | ( | ( | ( | |||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Net Income Attributable to Noncontrolling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Income Attributable to Kinder Morgan, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Class P Common Stock | |||||||||||||||||||||||
| Basic and Diluted Earnings Per Share | $ | $ | $ | $ | |||||||||||||||||||
| Basic and Diluted Weighted Average Shares Outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
Net unrealized gain from derivative instruments (net of taxes of $( | |||||||||||||||||||||||
Reclassification into earnings of net derivative instruments (gain) loss to net income (net of taxes of $ | ( | ( | ( | ||||||||||||||||||||
Benefit plan adjustments (net of taxes of $ | ( | ( | |||||||||||||||||||||
| Total other comprehensive income | |||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to KMI | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts, unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted deposits | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Investments | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Deferred charges and other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Current portion of debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued interest | |||||||||||
| Accrued taxes | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities and deferred credits | |||||||||||
| Long-term debt | |||||||||||
Outstanding | |||||||||||
Debt fair value adjustments | |||||||||||
| Total long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities and deferred credits | |||||||||||
| Total long-term liabilities and deferred credits | |||||||||||
| Total Liabilities | |||||||||||
| Commitments and contingencies (Notes 3 and 9) | |||||||||||
| Stockholders’ Equity | |||||||||||
Class P Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Kinder Morgan, Inc.’s stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
| KINDER MORGAN, INC. AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (In millions, unaudited) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Change in fair value of derivative contracts | |||||||||||
| Gain on divestitures, net | ( | ( | |||||||||
| Earnings from equity investments | ( | ( | |||||||||
Distributions of equity investment earnings | |||||||||||
| Changes in components of working capital | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ||||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued interest, net of interest rate swaps | ( | ( | |||||||||
| Accrued taxes | |||||||||||
| Other current liabilities | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Acquisition of assets (Note 2) | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Contributions to investments | ( | ( | |||||||||
| Distributions from equity investments in excess of cumulative earnings | |||||||||||
| Other, net | ( | ||||||||||
| Net Cash Used in Investing Activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Issuances of debt | |||||||||||
| Payments of debt | ( | ( | |||||||||
| Debt issue costs | ( | ( | |||||||||
| Dividends | ( | ( | |||||||||
| Repurchases of shares | ( | ||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net Cash Used in Financing Activities | ( | ( | |||||||||
| Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Deposits | ( | ||||||||||
| Cash, Cash Equivalents and Restricted Deposits, beginning of period | |||||||||||
| Cash, Cash Equivalents and Restricted Deposits, end of period | $ | $ | |||||||||
7
| KINDER MORGAN, INC. AND SUBSIDIARIES (Continued) | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (In millions, unaudited) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash and Cash Equivalents, beginning of period | $ | $ | |||||||||
| Restricted Deposits, beginning of period | |||||||||||
| Cash, Cash Equivalents and Restricted Deposits, beginning of period | |||||||||||
| Cash and Cash Equivalents, end of period | |||||||||||
| Restricted Deposits, end of period | |||||||||||
| Cash, Cash Equivalents and Restricted Deposits, end of period | |||||||||||
| Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Deposits | $ | ( | $ | ||||||||
| Non-cash Investing and Financing Activities | |||||||||||
| ROU assets and operating lease obligations recognized including adjustments | $ | $ | |||||||||
| Net increase in property, plant and equipment from both accruals and contractor retainage | |||||||||||
| Supplemental Disclosures of Cash Flow Information | |||||||||||
| Cash paid during the period for interest (net of capitalized interest) | |||||||||||
| Cash paid during the period for income taxes, net | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, unaudited)
| Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Stockholders’ equity attributable to KMI | Non- controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||
| Issued shares | Par value | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Restricted shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Distributions | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Stockholders’ equity attributable to KMI | Non- controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||
| Issued shares | Par value | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Restricted shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Stockholders’ equity attributable to KMI | Non- controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||
| Issued shares | Par value | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Restricted shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Distributions | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Stockholders’ equity attributable to KMI | Non- controlling interests | Total | |||||||||||||||||||||||||||||||||||||||||
| Issued shares | Par value | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Repurchases of shares | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Restricted shares | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Acquisition adjustment (Note 2) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
9
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 79,000 miles of pipelines, 139 terminals, over 700 Bcf of working natural gas storage capacity, and have RNG generation capacity of approximately 6.9 Bcf per year of gross production. 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 2024 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, 2025 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, which include assumptions primarily involving management’s judgments and estimates. For all reporting units other than the Energy Transition Ventures reporting unit within our CO2 business segment, we estimated fair value based on a market approach utilizing forecasted earnings before interest, income taxes, DD&A expenses, including amortization of basis differences, which was previously presented separately as amortization of excess cost of equity investments, (EBITDA), and the enterprise value to estimated EBITDA multiples of comparable companies for each of our reporting units. The value of each reporting unit was determined from the perspective of a market participant in an orderly transaction between market participants at the measurement date. For Energy Transition Ventures reporting unit, which had a goodwill balance of $114 million as of September 30, 2025, we estimated fair value based on an income approach, which includes assumptions regarding future cash flows based primarily on production growth assumptions, terminal values, and discount rates.
The results of our May 31, 2025 annual impairment test indicated that for each of our reporting units, the reporting unit’s fair value exceeded the carrying value. Subsequent to our annual goodwill impairment test, we have not identified any triggers requiring further impairment analysis. Changes to any one or a combination of the factors above would result in a change to the
10
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.
Earnings per Share (EPS)
The following table sets forth net income allocated to common stockholders and EPS, calculated using the two-class method:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Net Income Available to Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net Income Allocated to Participating Securities(a) | ( | ( | ( | ( | |||||||||||||||||||
| Net Income Allocated to Common Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic and Diluted Weighted Average Shares Outstanding(b) | |||||||||||||||||||||||
| Basic and Diluted EPS(b) | $ | $ | $ | $ | |||||||||||||||||||
(a)Participating securities consist of unvested stock awards issued to employees and non-employee directors. These awards receive dividend equivalents but do not share in net losses or distributions in excess of earnings.
(b)For all periods presented, diluted EPS is equal to basic EPS, as our potential common stock equivalents are antidilutive.
The following potential common stock equivalents are excluded from the determination of diluted EPS:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions on a weighted average basis) | |||||||||||||||||||||||
| Unvested stock awards | |||||||||||||||||||||||
| Convertible trust preferred securities | |||||||||||||||||||||||
2. Acquisitions and Divestiture
Acquisitions
As of September 30, 2025, our allocation of the purchase price for acquisitions are detailed below:
| Assignment of Purchase Price | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ref | Acquisition | Purchase price | Current assets | Property, plant & equipment | Other long-term assets | Current liabilities | Long-term liabilities | Non-controlling interest | Resulting goodwill | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Outrigger Energy | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| (2) | North McElroy Unit | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | STX Midstream | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Outrigger Energy Acquisition
On February 18, 2025, we completed the acquisition of a natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC for a purchase price of $648 million, including purchase price adjustments for working capital. Other long-term assets within the purchase price allocation consists of customer relationships intangible with a weighted average amortization period of approximately 15 years. The acquisition includes a 0.27 Bcf/d processing facility and a 104 -mile, large-diameter, high-pressure rich gas gathering header pipeline with 0.35 Bcf/d of capacity connecting supplies from the Williston Basin area to high-demand markets. The acquired assets are included in our Natural Gas Pipelines business segment.
11
(2) North McElroy Unit Acquisition
On June 10, 2024, we completed the acquisition of AVAD Energy Partners’ interest in North McElroy Unit, which is an existing waterflood located in Crane County, Texas for a purchase price of $61 million. The acquired long-term liabilities consist of asset retirement obligations. The acquired assets are included in our CO2 business segment.
(3) South Texas Midstream Pipeline System (STX Midstream) Acquisition
On December 28, 2023, we completed the acquisition of STX Midstream from NextEra Energy Partners for a purchase price of $1,829 million, including purchase price adjustments for working capital. During the three months ended March 31, 2024, the Company identified an adjustment of $38 million to the calculation of noncontrolling interest in addition to measurement period adjustments of $10 million, resulting in a net $28 million decrease to goodwill. The acquired assets are included in our Natural Gas Pipelines business segment.
Pro Forma Information
Pro forma consolidated income statement information that gives effect to the above acquisitions as if they had occurred as of January 1 of each year preceding each transaction is not presented because it would not be materially different from the information presented in our accompanying consolidated statements of income.
Divestiture
CO2 Divestiture
In June 2024, we divested our interests in the Katz Unit, Goldsmith Landreth San Andres Unit, Tall Cotton Field, and Reinecke Unit, along with certain shallow interests in the Diamond M Field, all located in the Permian Basin, and received a leasehold interest in an undeveloped leasehold directly adjacent to the SACROC Unit. In addition to the leasehold interest, we received $18 million of cash proceeds in 2024 from this divestiture, net of working capital adjustments, which is classified as an investing activity within “Other, net” on our consolidated statement of cash flows, and recorded a gain of $40 million during the year ended December 31, 2024, which is reported within “Other income, net” on our consolidated statement of income and includes the effect of a $33 million reduction in our asset retirement obligations that were transferred to the buyer. Of the gain recorded, $41 million was recognized during the nine months ended September 30, 2024. The assets were included in our CO2 business segment.
3. Debt
The following table provides information on the principal amount of our outstanding debt balances:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions, unless otherwise stated) | ||||||||||||||
| Current portion of debt | ||||||||||||||
$ | $ | $ | ||||||||||||
| Commercial paper notes(a) | ||||||||||||||
| Current portion of senior notes | ||||||||||||||
Trust I preferred securities, | ||||||||||||||
| Current portion of other debt | ||||||||||||||
| Total current portion of debt | ||||||||||||||
| Long-term debt (excluding current portion) | ||||||||||||||
| Senior notes | ||||||||||||||
EPC Building, LLC, promissory note, | ||||||||||||||
Trust I preferred securities, | ||||||||||||||
| Other | ||||||||||||||
| Total long-term debt | ||||||||||||||
| Total debt(c) | $ | $ | ||||||||||||
(a)Weighted average interest rate on borrowings at September 30, 2025 and December 31, 2024 was 4.32 % and 4.60 %, respectively.
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(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, 2025 and December 31, 2024, increased our total debt balances by $196 million and $102 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 May 1, 2025, we issued in a registered offering, two series of senior notes consisting of $1,100 million aggregate principal amount of 5.15 % senior notes due 2030 and $750 million aggregate principal amount of 5.85 % senior notes due 2035 and received combined net proceeds of $1,834 million.
Credit Facilities and Restrictive Covenants
As of September 30, 2025, we had no borrowings outstanding under our credit facility, $568 million borrowings outstanding under our commercial paper program, and $11 2.9 billion. For the periods ended September 30, 2025 and 2024, 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, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying value | Estimated fair value(a) | Carrying value | Estimated fair value(a) | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
(a)Included in the estimated fair value are amounts for our Trust I Preferred Securities of $219 million and $201 million as of September 30, 2025 and December 31, 2024, respectively.
We used Level 2 input values to measure the estimated fair value of our outstanding debt balance as of both September 30, 2025 and December 31, 2024.
4. Stockholders’ Equity
Class P Common Stock
Dividends
The following table provides information about our per share dividends:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Per share cash dividend declared for the period | $ | $ | $ | $ | |||||||||||||||||||
| Per share cash dividend paid in the period | |||||||||||||||||||||||
On October 22, 2025, our board of directors declared a cash dividend of $0.2925 per share for the quarterly period ended September 30, 2025, which is payable on November 17, 2025 to shareholders of record as of the close of business on November 3, 2025.
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Accumulated Other Comprehensive Loss
Changes in the components of our “Accumulated other comprehensive loss” not including noncontrolling interests are summarized as follows:
| Net unrealized gains/(losses) on cash flow hedge derivatives | Pension and other postretirement liability adjustments | Total accumulated other comprehensive loss | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive gain (loss) before reclassifications | ( | ||||||||||||||||||||||
| Gain reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
| Net current-period change in accumulated other comprehensive loss | ( | ||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | ( | ||||||||||||||||||
| Net unrealized gains/(losses) on cash flow hedge derivatives | Pension and other postretirement liability adjustments | Total accumulated other comprehensive loss | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive gain before reclassifications | |||||||||||||||||||||||
| Loss reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period change in accumulated other comprehensive loss | |||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||||||||
5. 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, 2025, 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 | ( | MMBbl | |||||||||
| Natural gas fixed price | ( | Bcf | |||||||||
| Natural gas basis | ( | Bcf | |||||||||
| Derivatives not designated as hedging contracts | |||||||||||
| Crude oil fixed price | ( | MMBbl | |||||||||
| Crude oil basis | ( | MMBbl | |||||||||
| Natural gas fixed price | ( | Bcf | |||||||||
| Natural gas basis | ( | Bcf | |||||||||
| NGL fixed price | ( | MMBbl | |||||||||
As of September 30, 2025, 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 2028.
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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, 2025:
| Notional amount | Accounting treatment | Maximum term | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||
Fixed-to-variable interest rate contracts(a) | $ | Fair value hedge | August 2035 | ||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||
Variable-to-fixed interest rate contracts | $ | Mark-to-Market | December 2025 | ||||||||||||||||||||
(a)Included in “Long-term debt” on our accompanying consolidated balance sheets.
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, 2025:
| Notional amount | Accounting treatment | Maximum term | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||
| EUR-to-USD cross currency swap contracts(a) | $ | Cash flow hedge | March 2027 | ||||||||||||||||||||
(a)These swaps eliminate the foreign currency risk associated with our Euro-denominated debt.
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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, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||
| Energy commodity derivative contracts | |||||||||||||||||||||||||||||
Other current assets/(Other current liabilities) | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Deferred charges and other assets/(Other long-term liabilities and deferred credits) | ( | ||||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||
Other current assets/(Other current liabilities) | ( | ( | |||||||||||||||||||||||||||
| Deferred charges and other assets/(Other long-term liabilities and deferred credits) | ( | ( | |||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||||||||
Other current assets/(Other current liabilities) | ( | ( | |||||||||||||||||||||||||||
| Deferred charges and other assets/(Other long-term liabilities and deferred credits) | ( | ||||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||
| Energy commodity derivative contracts | |||||||||||||||||||||||||||||
Other current assets/(Other current liabilities) | ( | ( | |||||||||||||||||||||||||||
| Deferred charges and other assets/(Other long-term liabilities and deferred credits) | ( | ( | |||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||
Other current assets/(Other current liabilities) | |||||||||||||||||||||||||||||
| Deferred charges and other assets/(Other long-term liabilities and deferred credits) | ( | ||||||||||||||||||||||||||||
| Subtotal | ( | ||||||||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||||||||
Total derivatives | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
16
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 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, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Energy commodity derivative contracts(b) | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Interest rate contracts | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Energy commodity derivative contracts(b) | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||||||||||||||
| Balance sheet liability 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, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Energy commodity derivative contracts(b) | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Energy commodity derivative contracts(b) | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Interest rate contracts | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
(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 on derivative and related hedged item | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
Interest rate contracts | Interest, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
Hedged fixed rate debt(a) | Interest, net | $ | $ | $ | $ | |||||||||||||||||||||||||||
(a)As of September 30, 2025, the cumulative amount of fair value hedging adjustments resulted in a decrease of $96 million in the carrying value of our hedged fixed rate debt balance and is included in “Debt fair value adjustments” on our accompanying consolidated balance sheet.
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Derivatives in cash flow hedging relationships | Gain/(loss) recognized in OCI on derivative(a) | Location | Gain/(loss) reclassified from Accumulated OCI into income | |||||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||||||
Energy commodity derivative contracts | $ | $ | Revenues—Commodity sales | $ | $ | |||||||||||||||||||||||||||
Costs of sales | ( | ( | ||||||||||||||||||||||||||||||
Foreign currency contracts | ( | Other, net | ( | |||||||||||||||||||||||||||||
| Total | $ | $ | Total | $ | $ | |||||||||||||||||||||||||||
Derivatives in cash flow hedging relationships | Gain/(loss) recognized in OCI on derivative(a) | Location | Gain/(loss) reclassified from Accumulated OCI into income | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (In millions) | (In millions) | |||||||||||||||||||||||||||||||
Energy commodity derivative contracts | $ | $ | Revenues—Commodity sales | $ | $ | ( | ||||||||||||||||||||||||||
Costs of sales | ( | ( | ||||||||||||||||||||||||||||||
Interest rate contracts | Interest, net | |||||||||||||||||||||||||||||||
Foreign currency contracts | Other, net | |||||||||||||||||||||||||||||||
| Total | $ | $ | Total | $ | $ | ( | ||||||||||||||||||||||||||
(a)We expect to reclassify approximately $57 million of gains associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of September 30, 2025 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.
| Derivatives not designated as accounting hedges | Location | Gain/(loss) recognized in income on derivatives | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||
Energy commodity derivative contracts | Revenues—Commodity sales | $ | $ | $ | $ | |||||||||||||||||||||||||||
Costs of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Earnings from equity investments | ||||||||||||||||||||||||||||||||
| Interest rate contracts | Interest, net | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Total(a) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
(a)The three and nine months ended September 30, 2025 amounts include approximate losses of $4 million and $20 million, respectively, and the three and nine months ended September 30, 2024 amounts include approximate losses of $12 million and $1 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, 2025 and December 31, 2024, we had no 37 million and $104 million, respectively, posted by us with our counterparties as collateral and reported within “Restricted deposits” on our accompanying consolidated balance sheets. The cash margin balance at September 30, 2025 represents the initial margin requirements of $24 million, and variation margin requirements of
18
$13 million. 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.
6. 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, 2025 | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers(a) | ||||||||||||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||||||||
| Firm services(b) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Fee-based services | ( | |||||||||||||||||||||||||||||||||||||
| Total services | ( | |||||||||||||||||||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||||||||||||||||||||
| Natural gas sales | ( | |||||||||||||||||||||||||||||||||||||
| Product sales | ( | |||||||||||||||||||||||||||||||||||||
| Other sales | ( | |||||||||||||||||||||||||||||||||||||
| Total commodity sales | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | |||||||||||||||||||||||||||||||||||||
| Other revenues(c) | ||||||||||||||||||||||||||||||||||||||
| Leasing services(d) | ||||||||||||||||||||||||||||||||||||||
| Derivatives adjustments on commodity sales | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total other revenues | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
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| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers(a) | ||||||||||||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||||||||
| Firm services(b) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Fee-based services | ( | |||||||||||||||||||||||||||||||||||||
| Total services | ( | |||||||||||||||||||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||||||||||||||||||||
| Natural gas sales | ( | |||||||||||||||||||||||||||||||||||||
| Product sales | ( | |||||||||||||||||||||||||||||||||||||
| Other sales | ||||||||||||||||||||||||||||||||||||||
| Total commodity sales | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | |||||||||||||||||||||||||||||||||||||
| Other revenues(c) | ||||||||||||||||||||||||||||||||||||||
| Leasing services(d) | ||||||||||||||||||||||||||||||||||||||
| Derivatives adjustments on commodity sales | ( | |||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total other revenues | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers(a) | ||||||||||||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||||||||
| Firm services(b) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Fee-based services | ( | |||||||||||||||||||||||||||||||||||||
| Total services | ( | |||||||||||||||||||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||||||||||||||||||||
| Natural gas sales | ( | |||||||||||||||||||||||||||||||||||||
| Product sales | ( | |||||||||||||||||||||||||||||||||||||
| Other sales | ( | |||||||||||||||||||||||||||||||||||||
| Total commodity sales | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | |||||||||||||||||||||||||||||||||||||
| Other revenues(c) | ||||||||||||||||||||||||||||||||||||||
| Leasing services(d) | ||||||||||||||||||||||||||||||||||||||
| Derivatives adjustments on commodity sales | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total other revenues | ||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
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| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers(a) | ||||||||||||||||||||||||||||||||||||||
| Services | ||||||||||||||||||||||||||||||||||||||
| Firm services(b) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Fee-based services | ( | |||||||||||||||||||||||||||||||||||||
| Total services | ( | |||||||||||||||||||||||||||||||||||||
| Commodity sales | ||||||||||||||||||||||||||||||||||||||
| Natural gas sales | ( | |||||||||||||||||||||||||||||||||||||
| Product sales | ( | |||||||||||||||||||||||||||||||||||||
| Other sales | ( | |||||||||||||||||||||||||||||||||||||
| Total commodity sales | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | |||||||||||||||||||||||||||||||||||||
| Other revenues(c) | ||||||||||||||||||||||||||||||||||||||
| Leasing services(d) | ||||||||||||||||||||||||||||||||||||||
| Derivatives adjustments on commodity sales | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total other revenues | ( | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
(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. Our revenues derived from leases were not material. We do not lease assets that qualify as sales-type or finance leases.
Contract Balances
As of September 30, 2025 and December 31, 2024, our contract asset balances were $36 million and $15 million, respectively. Of the contract asset balance at December 31, 2024, $7 million was transferred to accounts receivable during the nine months ended September 30, 2025. As of September 30, 2025 and December 31, 2024, our contract liability balances were $445 million and $377 million, respectively. Of the contract liability balance at December 31, 2024, $66 million was recognized as revenue during the nine months ended September 30, 2025.
In addition to our contract balances above, we also had lease contract liabilities associated with prepaid fixed reservation charges under a long-term terminaling contract totaling $545 million and $587 million as of September 30, 2025 and December 31, 2024, respectively.
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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, 2025 that we will invoice or transfer from contract liabilities and recognize in future periods:
| Year | Estimated Revenue | |||||||
| (In millions) | ||||||||
| Three months ended December 31, 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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.
7. Reportable Segments
Our reportable segments are strategic business units that offer different products and services, have different marketing strategies, and are managed separately. The Company’s chief operating decision maker (CODM) is represented by the Office of the Chairman which consists of our Executive Chairman, Chief Executive Officer, and President. Our CODM evaluates performance principally based on each reportable segment’s earnings before DD&A expenses (EBDA), which excludes general and administrative expenses and corporate charges, interest expense, net, and income tax expense. The CODM uses budgeted Segment EBDA compared to actual results to evaluate performance and allocate certain resources for each segment.
We consider each period’s EBDA to be an important measure of business segment performance for our reporting segments. We account for intersegment sales at market prices, while we account for asset transfers at book value.
Effective January 1, 2025, amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) is included within “Earnings from equity investments” in our accompanying consolidated statements of income for the three and nine months ended September 30, 2025 and 2024, and therefore is included within Segment EBDA. As a result, Segment EBDA for the three and nine months ended September 30, 2024 has been adjusted to conform to the current presentation in the tables below.
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Financial information by segment follows:
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Costs of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Labor | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Fuel and power | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Field - non-labor(a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Earnings (loss) from equity investments | ( | |||||||||||||||||||||||||||||||||||||
| Other segment items(b) | ||||||||||||||||||||||||||||||||||||||
| Total Segment EBDA(c) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| DD&A | ( | |||||||||||||||||||||||||||||||||||||
| General and administrative and corporate charges | ( | |||||||||||||||||||||||||||||||||||||
Interest, net(d) | ( | |||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Other segment activity information: | ||||||||||||||||||||||||||||||||||||||
| DD&A | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||
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| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Costs of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Labor | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Fuel and power | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Field - non-labor(a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Earnings from equity investments | ||||||||||||||||||||||||||||||||||||||
| Other segment items(b) | ||||||||||||||||||||||||||||||||||||||
Total Segment EBDA(e)(f) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| DD&A | ( | |||||||||||||||||||||||||||||||||||||
| General and administrative and corporate charges | ( | |||||||||||||||||||||||||||||||||||||
Interest, net(d) | ( | |||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Other segment activity information: | ||||||||||||||||||||||||||||||||||||||
| DD&A | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||
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| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Costs of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Labor | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Fuel and power | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Field - non-labor(a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Earnings (loss) from equity investments | ( | |||||||||||||||||||||||||||||||||||||
| Other segment items(b) | ||||||||||||||||||||||||||||||||||||||
| Total Segment EBDA(c) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| DD&A | ( | |||||||||||||||||||||||||||||||||||||
| General and administrative and corporate charges | ( | |||||||||||||||||||||||||||||||||||||
Interest, net(d) | ( | |||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Other segment activity information: | ||||||||||||||||||||||||||||||||||||||
| DD&A | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||
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| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||||||||||||||
| Costs of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Labor | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Fuel and power | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Field - non-labor(a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Earnings from equity investments | ||||||||||||||||||||||||||||||||||||||
| Other segment items(b) | ||||||||||||||||||||||||||||||||||||||
Total Segment EBDA(e)(f) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| DD&A | ( | |||||||||||||||||||||||||||||||||||||
| General and administrative and corporate charges | ( | |||||||||||||||||||||||||||||||||||||
Interest, net(d) | ( | |||||||||||||||||||||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||||||||||||||||||||
| Net income | $ | |||||||||||||||||||||||||||||||||||||
| Other segment activity information: | ||||||||||||||||||||||||||||||||||||||
| DD&A | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||||
| Natural Gas Pipelines | Products Pipelines | Terminals | CO2 | Corporate and Eliminations | Total | |||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Segment balance sheet information: | ||||||||||||||||||||||||||||||||||||||
| As of September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other intangibles, net | ||||||||||||||||||||||||||||||||||||||
Total assets(g) | ||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other intangibles, net | ||||||||||||||||||||||||||||||||||||||
Total assets(g) | ||||||||||||||||||||||||||||||||||||||
(a)Includes outside services, pipeline integrity maintenance, materials and supplies, and other operating costs.
(b)Includes miscellaneous operating and non-operating items primarily related to gains and losses associated with divestitures, impairments and/or equity investments, as applicable.
(c)Includes non-cash mark-to-market derivative hedge contract gain (loss) amounts for the three and nine months ended September 30, 2025 of $(12 ) million and $(3 ) million, none and $(1 ) million, and $(1 ) million and $3 million, respectively, for our Natural Gas Pipelines, Products Pipelines, and CO2 business segments, respectively.
(d)We do not attribute interest and debt expense to any of our reportable business segments.
26
(e)Includes non-cash mark-to-market derivative hedge contract gain (loss) amounts for the three and nine months ended September 30, 2024 of $14 million and $(29 ) million, $1 million and none , $1 million and $1 million, and $8 million and $1 million, respectively, for our Natural Gas Pipelines, Products Pipelines, Terminals, and CO2 business segments, respectively.
(f)Segment EBDA previously reported (before reclassifications) for the three and nine months ended September 30, 2024 was $1,294 million and $4,035 million, $278 million and $871 million, $268 million and $818 million, and $170 million and $534 million, respectively, for our Natural Gas Pipelines, Products Pipelines, Terminals, and CO2 business segments, respectively.
(g)Corporate 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 IT, telecommunications equipment, and legacy activity) not allocated to our reportable segments.
8. Income Taxes
Income tax expense included on our accompanying consolidated statements of income is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except percentages) | |||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The effective tax rate for the three months ended September 30, 2025 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 Florida Gas Pipeline (Citrus), NGPL Holdings LLC, and Products (SE) Pipe Line Company (PPL).
The effective tax rate for the nine months ended September 30, 2025 is lower than the statutory federal rate of 21 % primarily due to (i) the recognition of investment tax credits generated by a biogas project; (ii) an adjustment to our deferred tax liability as a result of modified income allocations; and (iii) dividend-received deductions from our investments in Citrus, NGPL Holdings LLC, and PPL, partially offset by state income taxes.
The effective tax rate for the three and nine months ended September 30, 2024 is lower than the statutory federal rate of 21
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (OBBBA) that includes tax reform provisions that amend, eliminate and extend tax rules under the Inflation Reduction Act and Tax Cuts and Jobs Act. The most significant impact to the Company of the OBBBA at this time is the permanent reinstatement of bonus depreciation on qualified property and modifications to the calculation for excess business interest expense limitation under §163(j) to the current tax estimate. Based on our current projections, we anticipate the impact will defer the payment of a significant portion of our current federal tax for multiple years. The impact to current and deferred tax has been recorded with no overall impact to our income statement.
9. 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 accrued liabilities and insurance, that the ultimate resolution of such items will not have a material adverse impact to our financial position, cash flows or operating results, unless otherwise indicated below. 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.
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Gulf LNG Facility Disputes
Gulf LNG Energy, LLC and Gulf LNG Pipeline, LLC (GLNG) filed a lawsuit in 2018 against Eni S.p.A. in the Supreme Court of the State of New York to enforce a Guarantee Agreement (Guarantee) entered into by Eni S.p.A. in 2007 in connection with a contemporaneous terminal use agreement entered into by its affiliate, Eni USA Gas Marketing LLC (Eni USA). GLNG filed suit to enforce the Guarantee against Eni S.p.A. after an arbitration tribunal delivered an award 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, Eni S.p.A. filed counterclaims based on the terminal use agreement and a parent direct agreement with Gulf LNG Energy (Port), LLC. The foregoing counterclaims asserted by Eni S.p.A sought unspecified damages based on the same substantive allegations that were dismissed with prejudice in previous separate arbitrations with Eni USA described above and with GLNG’s remaining customer Angola LNG Supply Services LLC, a consortium of international oil companies including Eni S.p.A. In early 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. 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 asserted by Eni S.p.A., the trial court granted GLNG’s motion for summary judgment and entered judgment dismissing all of Eni S.p.A.’s claims with prejudice on September 15, 2023. On September 24, 2024, the Appellate Division affirmed the entry of summary judgment in GLNG’s favor. On September 16, 2025, the Court of Appeals denied Eni S.p.A.’s motion for leave to appeal, thereby terminating Eni S.p.A.’s recourse in state court against GLNG.
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. On April 15, 2025, the 14th Court of Appeals reversed and remanded the case to the trial court for further proceedings to resolve disputed issues of material fact. We believe we have numerous and substantial defenses 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 transferred to the U.S. District Court for the Southern District of Texas (Civil Action No. 4:21-3590) and 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 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 challenge plan provisions that are alleged to constitute impermissible “backloading” or “cutback” of benefits and seek the same plan modification as to how the plans calculate benefits for former participants in the Coastal plan. 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. On February 8, 2024, the Court certified a class defined as any and all persons who participated in the Kinder Morgan Retirement Plan A or B who are current or former employees of ANR or Coastal, and participated in the El Paso pension plan after El Paso acquired Coastal in 2001, and are members of at least one of three subclasses of individuals who are allegedly due benefits under one or more of the six claims asserted in the complaint. On July 25, 2024, the Court decided the parties’ respective cross-motions for summary judgment. The Court granted our motion for summary judgment with respect to Claims I and II based on the Court’s determination that the formula used to calculate projected service was neither backloaded nor a violation of ERISA’s anti-cutback rule. The Court granted plaintiffs’ motion for partial summary judgment with respect to Claim III because the Court found that the summary plan description did not include any clarifying examples or illustrations of accrued benefits using the applicable formula. The Court granted plaintiffs’ motion for partial summary judgment as to Claim IV based upon the Court’s finding that an amendment to the plan in 2007 violated ERISA’s anti-cutback protection by terminating the accrual of early retirement benefits in connection with the sale of ANR. The Court
28
granted plaintiffs’ motion for partial summary judgment as to Claim V because the Court found that the plan administrator used an inconsistent interpretation to calculate benefits for some retirees. The Court dismissed Claim VI without prejudice based upon its determination that the claim is moot given that the Court allowed plaintiffs’ motion as to Counts IV and V. The Court’s decision on partial summary judgment did not address the extent of potential plan liabilities for past or future benefits or other potential damages or equitable relief. On March 11, 2025, the case was mediated without resolution. Pursuant to the Court’s subsequent briefing schedule, the parties filed summary judgment briefs to address potential remedies for Claims III, IV, and V. Plaintiffs seek equitable and other relief including early retirement benefits, monetary damages or other equitable relief estimated to be in excess of $100 million. We vigorously oppose the form and scope of relief sought by the plaintiffs and believe we have numerous and substantial defenses to support our vigorous defense at the trial or appellate levels if necessary. To the extent an adverse judgment or settlement results in an increase in plan liabilities, we may elect as the sponsor of the plans to address them in accordance with applicable ERISA provisions, including provisions that allow for contributions to the plans over multiple years.
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.
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. 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 financial position, cash flows or operating results.
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 financial position, cash flows or operating results, 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 accrued for 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 liabilities have been established for those sites where our contribution is probable and reasonably estimable. Because costs associated with remedial plans are generally expected to be spread over at least several years, we do not anticipate that our share of the cost of remediation will have a material adverse impact to our financial position, cash flows or operating results. 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
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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 by December 31, 2026. 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. In August 2024, we reached an agreement to settle claims first made in January 2021 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 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 the 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 in a captioned USA v. Alden Leeds, et al. On January 17, 2024, the DOJ on behalf of the EPA voluntarily dismissed its Complaint against 3 PRPs, filed an Amended Complaint against 82 PRPs, including EPEC, and a modified Consent Decree in the U.S. District Court. On January 31, 2024, the DOJ on behalf of the EPA filed a Motion to Enter Consent Decree in the U.S. District Court. On January 16, 2025, the U.S. District Court entered the Consent Decree, after which time, the Consent Decree was appealed to the U.S. Court of Appeals for the Third Circuit by two PRPs alleging, inter alia, that the Consent Decree is not procedurally and substantively fair, reasonable, and consistent with the purpose of CERCLA.
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. The lawsuits 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. Plaintiffs seek, among other relief, unspecified money damages, attorney fees, interest, and restoration costs. 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 petitions in the state district court for Plaquemines Parish 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. Plaintiffs seek, among other relief, unspecified money damages, attorney fees, interest, and restoration costs. In May 2018, the case was removed to the U.S. District Court for the Eastern District of Louisiana and has been stayed pending the resolution of federal question jurisdictional issues in separate consolidated cases to which TGP is not a party. 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 (Orleans) filed a petition 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 restoration costs. In April 2019, the case was removed to the U.S. District Court for the Eastern District of Louisiana. On February 28, 2024, the U.S. District Court entered partial final judgment dismissing a co-defendant and stayed the case pending an appeal by Orleans to the U.S. Court of Appeals for the Fifth Circuit. On January 23, 2025, the U.S. Court of Appeals for the Fifth Circuit affirmed the U.S. District Court’s judgment,
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thereby retaining jurisdiction and dismissing a co-defendant on the basis that SLCRMA does not apply to a co-defendant’s pipeline constructed prior to the regulation’s effective date. Considering this ruling and that SNG’s pipelines were constructed prior to the regulation’s effective date, SNG filed a motion for summary judgment seeking to be dismissed on the same basis. Shortly after SNG’s motion for summary judgment was filed and before Orleans filed any opposition thereto, Orleans agreed to a settlement in principle requiring the petition to be dismissed with prejudice.
General
As of September 30, 2025 and December 31, 2024, we had liabilities of $183 million and $188 million, respectively, recorded for environmental matters. In addition, as of both September 30, 2025 and December 31, 2024, we had receivables of $10
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 (the DC Circuit) seeking review of the EPA’s final action promulgating 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 (NAAQS), known as the “Good Neighbor Plan” (the Plan) (Kinder Morgan, Inc., et al. v. EPA, et al. consolidated into Utah, et al. v. EPA, et al.). On October 13, 2023, in combination with other parties, we filed an Emergency Application for Stay of Final Agency Action in the United States Supreme Court (Kinder Morgan, Inc., et al. v. EPA, et al. consolidated into Ohio, et al. v. EPA, et al.), which the court granted on June 27, 2024, ruling that enforcement of the Plan shall be stayed pending the disposition of the case on the merits by the DC Circuit and any subsequent timely appeals.
Subsequently, the EPA filed a Motion for Remand asking the DC Circuit to remand without vacatur the Plan to the EPA for voluntary reconsideration, explaining that the “EPA has identified specific issues with the Rule that make reconsideration appropriate, including issues raised by Petitioners in this litigation.” On April 14, 2025, the DC Circuit held the case in abeyance pending further order of the court and ordered the parties to file periodic status reports until the EPA completes its review of the Plan.
10. Recent Accounting Pronouncements
Accounting Standards Updates (ASU)
ASU No. 2023-09
On December 14, 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU improves the transparency of annual income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. We expect to implement this ASU beginning with our Annual Report on Form 10-K for the year ended December 31, 2025.
ASU No. 2024-03
On November 4, 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning after December 15, 2027, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
ASU No. 2025-06
On September 18, 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for the costs to develop software for internal use by removing outdated stage-based cost capitalization rules and replacing them with a probability-based cost-capitalization framework that aligns better with current software development methods. This ASU will be effective for annual periods beginning after December 15, 2027, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s financial statements.
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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 2024 Form 10-K; (ii) our management’s discussion and analysis of financial condition, and results of operations included in our 2024 Form 10-K; (iii) “Information Regarding Forward-Looking Statements” at the beginning of this report, and in our 2024 Form 10-K; and (iv) “Risk Factors” in this report, in Part II, Item 1A in our March 31, 2025 Form 10-Q, and in Part I, Item 1 in our 2024 Form 10-K.
Acquisition
The following acquisition was made during the 2025 period. See Note 2. “Acquisitions and Divestiture” to our consolidated financial statements for further information on this transaction.
| Event | Description | Business Segment | ||||||
Outrigger Energy acquisition $648 million (February 2025) | Natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC which includes a 0.27 Bcf/d processing facility and a 104-mile, large-diameter, high-pressure rich gas gathering header pipeline with 0.35 Bcf/d of capacity connecting supplies from the Williston Basin area to high-demand markets. | Natural Gas Pipelines (Midstream) | ||||||
2025 Dividends and Discretionary Capital
We expect to declare dividends of $1.17 per share for 2025, a 2% increase from the 2024 declared dividends of $1.15 per share. We expect to invest $3.0 billion in expansion projects, acquisitions, and contributions to joint ventures during 2025.
The expectations for 2025 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 earnings before DD&A expenses (EBDA) (as presented in Note 7 “Reportable Segments”), along with the non-GAAP financial measures of Adjusted Net Income Attributable to Common Stock, in the aggregate and per share, Adjusted Segment EBDA, Adjusted Net Income Attributable to Kinder Morgan, Inc., Adjusted earnings before interest, income taxes, DD&A expenses and amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) (EBITDA), and Net Debt.
Effective January 1, 2025, amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) is included within “Earnings from equity investments” in our accompanying consolidated statements of income for the three and nine months ended September 30, 2025 and 2024, and therefore is included within Segment EBDA. As a result, Segment EBDA for the three and nine months ended September 30, 2024 has been adjusted to conform to the current presentation in the following MD&A tables. The adjustments were not material.
GAAP Financial Measures
Our Consolidated Earnings Results for the three and nine months ended September 30, 2025 and 2024 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
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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 Net Income Attributable to Kinder Morgan, Inc.,” “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Common Stock,” 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 associated with Joint Ventures” below). The following table summarizes our Certain Items for the three and nine months ended September 30, 2025 and 2024, 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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Certain Items | |||||||||||||||||||||||
| Change in fair value of derivative contracts(a) | $ | 24 | $ | (20) | $ | 13 | $ | 32 | |||||||||||||||
| Gain on divestitures(b) | — | — | — | (70) | |||||||||||||||||||
| Income tax Certain Items(c) | (4) | (49) | (41) | (48) | |||||||||||||||||||
| Other | — | 1 | 1 | 3 | |||||||||||||||||||
| Total Certain Items(d)(e) | $ | 20 | $ | (68) | $ | (27) | $ | (83) | |||||||||||||||
(a)Gains or losses are reflected within non-GAAP financial measures when realized.
(b)2024 amount for the nine-month period includes a gain of $41 million on the divestiture of CO2 assets and a gain of $29 million on the divestiture of Oklahoma midstream assets.
(c)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.
(d)2025 amounts for the three and nine-month periods each include the $(1) million reported within “Earnings from equity investments” on the accompanying consolidated statement of income of “Change in fair value of derivative contracts.”
(e)Amounts for the periods ending September 30, 2025 and 2024 include $11 million and $4 million, respectively, for the three-month periods and $12 million and $5 million for the nine-month periods, respectively, reported within “Interest, net” on the accompanying consolidated statements of income of “Change in fair value of derivative contracts.”
Adjusted Net Income Attributable to Kinder Morgan, Inc.
Adjusted Net Income Attributable to Kinder Morgan, Inc. is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items. Adjusted Net Income Attributable to Kinder Morgan, Inc. is used by us, investors, and other external users of our financial statements as a supplemental measure that provides decision-useful information regarding our period-over-period performance and ability to generate earnings that are core to our ongoing operations. We believe the GAAP measure most directly comparable to Adjusted Net Income Attributable to Kinder Morgan, Inc. is Net income attributable to
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Kinder Morgan, Inc. See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Kinder Morgan, Inc.” below.
Adjusted Net Income Attributable to Common Stock and Adjusted EPS
Adjusted Net Income Attributable to Common Stock is calculated by adjusting Net income attributable to Kinder Morgan, Inc., the most comparable GAAP measure, for Certain Items, and further for net income allocated to participating securities and adjusted net income in excess of distributions for participating securities. We believe Adjusted Net Income Attributable to Common Stock allows for calculation of adjusted earnings per share (Adjusted EPS) on the most comparable basis with earnings per share, the most comparable GAAP measure to Adjusted EPS. Adjusted EPS is calculated as Adjusted Net Income Attributable to Common Stock divided by our weighted average shares outstanding. Adjusted EPS applies the same two-class method used in arriving at basic earnings per share. Adjusted EPS is used by us, investors, and other external users of our financial statements as a per-share supplemental measure that provides decision-useful information regarding our period-over-period performance and ability to generate earnings that are core to our ongoing operations. See “—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Common Stock” below.
Adjusted Segment EBDA
Adjusted Segment EBDA is calculated by adjusting segment earnings before DD&A, general and administrative expenses and corporate charges, interest expense, and income taxes (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 “—Segment Earnings Results” below.
Adjusted EBITDA
Adjusted EBITDA is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items and further for DD&A, amortization of basis differences related to our joint ventures, income tax expense, and interest. We also include amounts from joint ventures for income taxes and DD&A (see “—Amounts associated with 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 associated with Joint Ventures
Certain Items 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 calculation of Adjusted EBITDA related to our unconsolidated and consolidated joint ventures include DD&A, amortization of basis differences, and income tax expense with respect to the joint ventures as those included in the calculation of 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 Adjusted EBITDA” below.) Although these amounts related to our unconsolidated joint ventures are included in the calculation of 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, 2025, by subtracting the following amounts from our debt balance of $32,580 million: (i) cash and cash equivalents of $71 million; (ii) debt fair value adjustments of $196 million; and
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(iii) the foreign exchange impact on Euro-denominated bonds of $44 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, | |||||||||||||||||||||||
| 2025 | 2024 | Earnings increase/(decrease) | |||||||||||||||||||||
| (In millions, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 4,146 | $ | 3,699 | $ | 447 | 12 | % | |||||||||||||||
| Operating Costs, Expenses and Other | |||||||||||||||||||||||
| Costs of sales (exclusive of items shown separately below) | (1,395) | (1,024) | (371) | (36) | % | ||||||||||||||||||
| Operations and maintenance | (786) | (790) | 4 | 1 | % | ||||||||||||||||||
| DD&A | (609) | (587) | (22) | (4) | % | ||||||||||||||||||
| General and administrative | (183) | (176) | (7) | (4) | % | ||||||||||||||||||
| Taxes, other than income taxes | (111) | (107) | (4) | (4) | % | ||||||||||||||||||
| Other income, net | 1 | — | 1 | — | % | ||||||||||||||||||
| Total Operating Costs, Expenses and Other | (3,083) | (2,684) | (399) | (15) | % | ||||||||||||||||||
| Operating Income | 1,063 | 1,015 | 48 | 5 | % | ||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Earnings from equity investments | 221 | 199 | 22 | 11 | % | ||||||||||||||||||
| Interest, net | (456) | (466) | 10 | 2 | % | ||||||||||||||||||
| Other, net | 11 | 16 | (5) | (31) | % | ||||||||||||||||||
| Total Other Expense | (224) | (251) | 27 | 11 | % | ||||||||||||||||||
| Income Before Income Taxes | 839 | 764 | 75 | 10 | % | ||||||||||||||||||
| Income Tax Expense | (185) | (113) | (72) | (64) | % | ||||||||||||||||||
| Net Income | 654 | 651 | 3 | — | % | ||||||||||||||||||
| Net Income Attributable to Noncontrolling Interests | (26) | (26) | — | — | % | ||||||||||||||||||
| Net Income Attributable to Kinder Morgan, Inc. | $ | 628 | $ | 625 | $ | 3 | — | % | |||||||||||||||
| Basic and diluted earnings per share | $ | 0.28 | $ | 0.28 | $ | — | — | % | |||||||||||||||
| Basic and diluted weighted average shares outstanding | 2,224 | 2,221 | 3 | — | % | ||||||||||||||||||
| Declared dividends per share | $ | 0.2925 | $ | 0.2875 | $ | 0.005 | 2 | % | |||||||||||||||
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| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | Earnings increase/(decrease) | |||||||||||||||||||||
| (In millions, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 12,429 | $ | 11,113 | $ | 1,316 | 12 | % | |||||||||||||||
| Operating Costs, Expenses and Other | |||||||||||||||||||||||
| Costs of sales (exclusive of items shown separately below) | (4,082) | (3,098) | (984) | (32) | % | ||||||||||||||||||
| Operations and maintenance | (2,270) | (2,211) | (59) | (3) | % | ||||||||||||||||||
| DD&A | (1,835) | (1,758) | (77) | (4) | % | ||||||||||||||||||
| General and administrative | (558) | (530) | (28) | (5) | % | ||||||||||||||||||
| Taxes, other than income taxes | (334) | (327) | (7) | (2) | % | ||||||||||||||||||
| Other income, net | 10 | 87 | (77) | (89) | % | ||||||||||||||||||
| Total Operating Costs, Expenses and Other | (9,069) | (7,837) | (1,232) | (16) | % | ||||||||||||||||||
| Operating Income | 3,360 | 3,276 | 84 | 3 | % | ||||||||||||||||||
| Other Income (Expense) | |||||||||||||||||||||||
| Earnings from equity investments | 647 | 625 | 22 | 4 | % | ||||||||||||||||||
| Interest, net | (1,359) | (1,402) | 43 | 3 | % | ||||||||||||||||||
| Other, net | 39 | 17 | 22 | 129 | % | ||||||||||||||||||
| Total Other Expense | (673) | (760) | 87 | 11 | % | ||||||||||||||||||
| Income Before Income Taxes | 2,687 | 2,516 | 171 | 7 | % | ||||||||||||||||||
| Income Tax Expense | (548) | (490) | (58) | (12) | % | ||||||||||||||||||
| Net Income | 2,139 | 2,026 | 113 | 6 | % | ||||||||||||||||||
| Net Income Attributable to Noncontrolling Interests | (79) | (80) | 1 | 1 | % | ||||||||||||||||||
| Net Income Attributable to Kinder Morgan, Inc. | $ | 2,060 | $ | 1,946 | $ | 114 | 6 | % | |||||||||||||||
| Basic and diluted earnings per share | $ | 0.92 | $ | 0.87 | $ | 0.05 | 6 | % | |||||||||||||||
| Basic and diluted weighted average shares outstanding | 2,223 | 2,220 | 3 | — | % | ||||||||||||||||||
| Declared dividends per share | $ | 0.8775 | $ | 0.8625 | $ | 0.015 | 2 | % | |||||||||||||||
Our consolidated revenues primarily consist of services and sales revenue. Our services 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 sales revenues include sales of natural gas (includes natural gas and RNG), products (includes NGL, crude oil, CO2, and transmix), and other (includes RINs). Our consolidated sales revenue will fluctuate with commodity prices and volumes, and the costs of sales associated with purchases will usually have a commensurate and offsetting impact, except for the CO2 segment, which produces, instead of purchases, the crude oil, CO2, and RINs 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, 2025 and 2024:
Revenues
Revenues increased $447 million and $1,316 million for the three and nine months ended September 30, 2025, respectively, as compared to the respective prior year periods.
The increases were primarily due to (i) increases in natural gas sales of $392 million and $1,173 million, respectively, due to higher natural gas commodity prices and volumes; (ii) increases in services revenues of $112 million and $341 million, respectively, resulting from higher volumes, primarily driven by increased demand for services and expansion projects placed into service, higher rates, and the Outrigger Energy assets acquired in February 2025; and (iii) an increase in other sales for the nine-month period of $20 million driven by higher RIN sales. Revenues were further increased by $26 million in the nine-month period for the impacts of derivative contracts used to hedge commodity sales. These increases in revenues were partially
36
offset by lower product sales of $65 million and $254 million, respectively, driven primarily by lower prices partially offset by higher volumes and in the nine-month period, by asset divestitures in 2024 partially offset by assets acquired in 2024. The increase in sales revenues had corresponding increases 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 increased $371 million and $984 million for the three and nine months ended September 30, 2025, respectively, as compared to the respective prior year periods. The increases, which are net of the impact of our divested assets for the nine-month period, were primarily due to higher costs of sales for natural gas of $403 million and $1,112 million, respectively, primarily due to higher commodity prices and volumes. These increases were partially offset by lower costs of sales for products of $48 million and $153 million, respectively, driven by lower commodity prices partially offset by higher volumes.
Operations and Maintenance
Operations and maintenance decreased $4 million and increased $59 million for the three and nine months ended September 30, 2025, respectively, as compared to the respective prior year periods. The nine-month period increase was primarily driven by greater activity levels, including from expansions, and inflation, including labor costs.
Other Income, net
Other income, net increased $1 million and decreased $77 million for the three and nine months ended September 30, 2025, respectively, as compared to the respective prior year periods. The nine-month period decrease was primarily the result of gains on the divestitures of CO2 assets and of Oklahoma midstream assets in 2024.
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. Interest, net decreased $10 million and $43 million for the three and nine months ended September 30, 2025, respectively, compared to the respective prior year periods. The decreases were primarily due to lower interest rates associated with our fixed-to-variable interest rate swap agreements partially offset by higher interest rates on our long-term debt, and in the nine-month period, higher average total debt balances.
37
Non-GAAP Financial Measures
Reconciliations from Net Income Attributable to Kinder Morgan, Inc.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Kinder Morgan, Inc. | |||||||||||||||||||||||
| Net income attributable to Kinder Morgan, Inc. | $ | 628 | $ | 625 | $ | 2,060 | $ | 1,946 | |||||||||||||||
| Certain Items(a) | |||||||||||||||||||||||
| Change in fair value of derivative contracts | 24 | (20) | 13 | 32 | |||||||||||||||||||
| Gain on divestitures | — | — | — | (70) | |||||||||||||||||||
| Income tax Certain Items | (4) | (49) | (41) | (48) | |||||||||||||||||||
| Other | — | 1 | 1 | 3 | |||||||||||||||||||
| Total Certain Items | 20 | (68) | (27) | (83) | |||||||||||||||||||
| Adjusted Net Income Attributable to Kinder Morgan, Inc. | $ | 648 | $ | 557 | $ | 2,033 | $ | 1,863 | |||||||||||||||
| Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted Net Income Attributable to Common Stock | |||||||||||||||||||||||
| Net income attributable to Kinder Morgan, Inc. | $ | 628 | $ | 625 | $ | 2,060 | $ | 1,946 | |||||||||||||||
| Total Certain Items(b) | 20 | (68) | (27) | (83) | |||||||||||||||||||
| Net income allocated to participating securities and other(c) | (4) | (4) | (11) | (10) | |||||||||||||||||||
| Adjusted Net Income Attributable to Common Stock | $ | 644 | $ | 553 | $ | 2,022 | $ | 1,853 | |||||||||||||||
| Adjusted EPS | $ | 0.29 | $ | 0.25 | $ | 0.91 | $ | 0.83 | |||||||||||||||
| Reconciliation of Net Income Attributable to Kinder Morgan, Inc. to Adjusted EBITDA | |||||||||||||||||||||||
| Net income attributable to Kinder Morgan, Inc. | $ | 628 | $ | 625 | $ | 2,060 | $ | 1,946 | |||||||||||||||
| Total Certain Items(b) | 20 | (68) | (27) | (83) | |||||||||||||||||||
| DD&A | 609 | 587 | 1,835 | 1,758 | |||||||||||||||||||
| Income tax expense(d) | 189 | 162 | 589 | 538 | |||||||||||||||||||
| Interest, net(e) | 445 | 462 | 1,347 | 1,397 | |||||||||||||||||||
| Amounts associated with joint ventures | |||||||||||||||||||||||
| Unconsolidated joint venture DD&A(f) | 96 | 111 | 296 | 308 | |||||||||||||||||||
| Remove consolidated joint venture partners’ DD&A | (16) | (16) | (47) | (47) | |||||||||||||||||||
| Unconsolidated joint venture income tax expense(g) | 20 | 17 | 67 | 58 | |||||||||||||||||||
| Adjusted EBITDA | $ | 1,991 | $ | 1,880 | $ | 6,120 | $ | 5,875 | |||||||||||||||
(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 Net Income Attributable to Kinder Morgan, Inc.” for a detailed listing.
(c)Other includes Adjusted net income in excess of distributions for participating securities of $1 million for the nine-month period ended September 30, 2024.
(d)To avoid duplication, adjustments for income tax expense for the periods ended September 30, 2025 and 2024 exclude $(4) million and $(49) million for the three-month periods, respectively, and $(41) million and $(48) 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.
(e)To avoid duplication, adjustments for interest, net for the periods ended September 30, 2025 and 2024 exclude $11 million and $4 million for the three-month periods, respectively, and $12 million and $5 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.
38
(f)Includes amortization of basis differences related to our joint ventures which was previously presented separately as amortization of excess cost of equity investments.
(g)Includes the 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 Net Income Attributable to Kinder Morgan, Inc. and Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Adjusted Net Income Attributable to Kinder Morgan, Inc. | $ | 648 | $ | 557 | $ | 2,033 | $ | 1,863 | |||||||||||||||
| Adjusted EBITDA | 1,991 | 1,880 | 6,120 | 5,875 | |||||||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Adjusted Net Income Attributable to Kinder Morgan, Inc. | $ | 91 | $ | 170 | |||||||||||||||||||
| Adjusted EBITDA | $ | 111 | $ | 245 | |||||||||||||||||||
Adjusted Net Income Attributable to Kinder Morgan, Inc. increased $91 million and $170 million for the three and nine months ended September 30, 2025, respectively, as compared to the respective prior year periods. The increases resulted primarily from favorable earnings in our Natural Gas Pipelines business segment, which was also a primary driver of the increase in Adjusted EBITDA of $111 million and $245 million, respectively.
General and Administrative and Corporate Charges
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| General and administrative | $ | (183) | $ | (176) | $ | (558) | $ | (530) | |||||||||||||||
| Corporate charges | (1) | (5) | (6) | (15) | |||||||||||||||||||
| Certain Items(a) | — | 1 | 1 | 3 | |||||||||||||||||||
| General and administrative and corporate charges | $ | (184) | $ | (180) | $ | (563) | $ | (542) | |||||||||||||||
| Change from prior period | Earnings increase/(decrease) | ||||||||||||||||||||||
| General and administrative | $ | (7) | $ | (28) | |||||||||||||||||||
| Corporate charges | 4 | 9 | |||||||||||||||||||||
| Total | $ | (3) | $ | (19) | |||||||||||||||||||
(a)See “—Overview—Non-GAAP Financial Measures—Certain Items” above.
General and administrative expenses increased $7 million and $28 million, and corporate charges decreased $4 million and $9 million for the three and nine months ended September 30, 2025, respectively, when compared with the respective prior year periods. The combined changes primarily include higher benefit-related and labor costs partially offset by lower pension costs.
39
Segment Earnings Results
Natural Gas Pipelines (including reconciliation of Segment EBDA to Adjusted Segment EBDA)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except operating statistics) | |||||||||||||||||||||||
| Revenues | $ | 2,676 | $ | 2,176 | $ | 7,966 | $ | 6,505 | |||||||||||||||
| Costs of sales | (1,089) | (673) | (3,124) | (1,971) | |||||||||||||||||||
Other operating expenses(a) | (414) | (399) | (1,184) | (1,124) | |||||||||||||||||||
| Other income | 1 | — | 8 | 39 | |||||||||||||||||||
| Earnings from equity investments | 212 | 174 | 593 | 556 | |||||||||||||||||||
| Other, net | 5 | 7 | 21 | 5 | |||||||||||||||||||
| Segment EBDA | 1,391 | 1,285 | 4,280 | 4,010 | |||||||||||||||||||
| Certain Items: | |||||||||||||||||||||||
| Change in fair value of derivative contracts | 12 | (14) | 3 | 29 | |||||||||||||||||||
| Gain on divestiture | — | — | — | (29) | |||||||||||||||||||
Certain Items(b) | 12 | (14) | 3 | — | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 1,403 | $ | 1,271 | $ | 4,283 | $ | 4,010 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Segment EBDA | $ | 106 | $ | 270 | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 132 | $ | 273 | |||||||||||||||||||
Volumetric data(c) | |||||||||||||||||||||||
| Transport volumes (BBtu/d) | 47,461 | 44,827 | 46,013 | 44,166 | |||||||||||||||||||
| Sales volumes (BBtu/d) | 3,712 | 2,694 | 3,051 | 2,584 | |||||||||||||||||||
| Gathering volumes (BBtu/d) | 4,380 | 4,005 | 4,101 | 4,130 | |||||||||||||||||||
| NGLs (MBbl/d) | 39 | 34 | 37 | 38 | |||||||||||||||||||
(a)Operating expenses include operations and maintenance expenses and taxes, other than income taxes.
(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. For the periods ending September 30, 2025 and 2024 Certain Items of (i) $13 million and $(14) million for the three-month periods, respectively, and $4 million and $0 for the nine-month periods, respectively, are associated with our Midstream business and (ii) $(1) million for each of the 2025 three and nine-month periods is associated with our East business. See “—Overview—Non-GAAP Financial Measures—Certain Items” above. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.
(c)Joint venture throughput is reported at our ownership share. 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. Volumes for assets sold are excluded for all periods presented.
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Below are the changes in Natural Gas Pipelines Segment EBDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| East | $ | 687 | $ | 627 | $ | 2,112 | $ | 1,985 | |||||||||||||||
| Midstream | 483 | 435 | 1,452 | 1,324 | |||||||||||||||||||
| West | 221 | 223 | 716 | 701 | |||||||||||||||||||
| Total Natural Gas Pipelines | $ | 1,391 | $ | 1,285 | $ | 4,280 | $ | 4,010 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| East | $ | 60 | $ | 127 | |||||||||||||||||||
| Midstream | $ | 48 | $ | 128 | |||||||||||||||||||
| West | $ | (2) | $ | 15 | |||||||||||||||||||
The changes in Natural Gas Pipelines Segment EBDA in the comparable three and nine-month periods ended September 30, 2025 and 2024 are explained by the following discussion:
•The $60 million (10%) and $127 million (6%) increases, respectively, in East were primarily driven by, on TGP, increased rates related to weather-driven demand for services as well as expansion projects that went into service and higher equity earnings from Citrus that primarily resulted from lower DD&A. The increase in the nine-month period was further driven by higher equity earnings from Midcontinent Express Pipeline LLC resulting from increased rates partially offset by (i) an expired customer agreement on our Stagecoach assets; (ii) lower equity earnings from SNG primarily driven by higher legal and operating costs; and (iii) higher pipeline maintenance costs on TGP.
•The $48 million (11%) and $128 million (10%) increases, respectively, in Midstream were primarily driven by (i) increased demand for our services on our Texas intrastate systems; (ii) contributions from the acquired Outrigger Energy assets on our Hiland Midstream assets; and (iii) higher equity earnings from Kinder Morgan Utopia Holdco LLC resulting primarily from increased volumes. The increase in the nine-month period was further impacted by higher gathering rates on KinderHawk Field Services LLC. Overall, Midstream’s revenue changes are partially offset by corresponding changes in costs of sales.
In addition, Midstream was impacted by non-cash mark-to-market derivative contracts used to hedge forecasted commodity sales and purchases, primarily increasing costs of sales in the three-month period, and increasing revenues in the nine-month period, offset by a gain on sale of our Oklahoma assets in the nine-month 2024 period, all of which we treated as Certain Items.
•The $15 million (4%) nine-month period increase in West was driven by a new service provided by Cheyenne Plains Gas Pipeline Company, L.L.C. to its customers in 2025.
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Products Pipelines (including reconciliation of Segment EBDA to Adjusted Segment EBDA)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except operating statistics) | |||||||||||||||||||||||
| Revenues | $ | 677 | $ | 711 | $ | 2,031 | $ | 2,215 | |||||||||||||||
| Costs of sales | (281) | (325) | (866) | (1,047) | |||||||||||||||||||
Other operating expenses(a) | (121) | (125) | (360) | (346) | |||||||||||||||||||
| Other income | — | — | 1 | — | |||||||||||||||||||
| Earnings from equity investments | 13 | 16 | 44 | 43 | |||||||||||||||||||
| Segment EBDA | 288 | 277 | 850 | 865 | |||||||||||||||||||
| Certain Items: | |||||||||||||||||||||||
| Change in fair value of derivative contracts | — | (1) | 1 | — | |||||||||||||||||||
Certain Items(b) | — | (1) | 1 | — | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 288 | $ | 276 | $ | 851 | $ | 865 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Segment EBDA | $ | 11 | $ | (15) | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 12 | $ | (14) | |||||||||||||||||||
Volumetric data(c) | |||||||||||||||||||||||
Gasoline(d) | 978 | 1,010 | 976 | 980 | |||||||||||||||||||
| Diesel fuel | 373 | 363 | 359 | 351 | |||||||||||||||||||
| Jet fuel | 301 | 302 | 309 | 298 | |||||||||||||||||||
| Total refined product volumes | 1,652 | 1,675 | 1,644 | 1,629 | |||||||||||||||||||
| Crude and condensate | 459 | 472 | 479 | 474 | |||||||||||||||||||
| Total delivery volumes (MBbl/d) | 2,111 | 2,147 | 2,123 | 2,103 | |||||||||||||||||||
(a)Operating expenses include operations and maintenance expenses and taxes, other than income taxes.
(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. The 2025 and 2024 Certain Items are associated with our Southeast Refined Products business. See “—Overview—Non-GAAP Financial Measures—Certain Items” above. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.
(c)Joint venture throughput is reported at our ownership share.
(d)Volumes include ethanol pipeline volumes.
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Below are the changes in Products Pipelines Segment EBDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Southeast Refined Products | $ | 71 | $ | 60 | $ | 220 | $ | 209 | |||||||||||||||
| West Coast Refined Products | 158 | 153 | 462 | 443 | |||||||||||||||||||
| Crude and Condensate | 59 | 64 | 168 | 213 | |||||||||||||||||||
| Total Products Pipelines | $ | 288 | $ | 277 | $ | 850 | $ | 865 | |||||||||||||||
| Change from prior period | Increase (Decrease) | ||||||||||||||||||||||
| Southeast Refined Products | $ | 11 | $ | 11 | |||||||||||||||||||
| West Coast Refined Products | $ | 5 | $ | 19 | |||||||||||||||||||
| Crude and Condensate | $ | (5) | $ | (45) | |||||||||||||||||||
The changes in Products Pipelines Segment EBDA in the comparable three and nine-month periods ended September 30, 2025 and 2024 are explained by the following discussion:
•The $11 million (18%) and $11 million (5%) increases, respectively, in Southeast Refined Products were primarily driven by lower prices on costs of sales at our Transmix processing operations.
•The $5 million (3%) and $19 million (4%) increases, respectively, in West Coast Refined Products resulted from, on our Pacific operations, higher transportation rates and, in the nine-month period, higher terminal delivery fees partially offset by unfavorable changes in product gains. The increase in the nine-month period was further impacted by higher rates at our West Coast Terminals.
•The $5 million (8%) and $45 million (21%) decreases, respectively, in Crude and Condensate were driven by the expiration of legacy crude contracts in advance of the Double H pipeline conversion to NGL service partially offset, in the three-month period, by higher gathering volumes on our Bakken Crude assets. The decrease in the nine-month period was also driven by a planned ten-year turnaround in the first quarter 2025 at our KM Condensate Processing facility and lower margin from our Crude and Condensate business resulting primarily from decreased spreads.
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Terminals (including reconciliation of Segment EBDA to Adjusted Segment EBDA)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except operating statistics) | |||||||||||||||||||||||
| Revenues | $ | 518 | $ | 498 | $ | 1,569 | $ | 1,503 | |||||||||||||||
| Costs of sales | (9) | (8) | (38) | (30) | |||||||||||||||||||
| Other operating expenses(a) | (225) | (230) | (678) | (677) | |||||||||||||||||||
| Other income | — | — | — | 7 | |||||||||||||||||||
| (Loss) earnings from equity investments | (10) | 2 | (6) | 6 | |||||||||||||||||||
| Other, net | — | 6 | 2 | 9 | |||||||||||||||||||
| Segment EBDA | $ | 274 | $ | 268 | $ | 849 | $ | 818 | |||||||||||||||
| Certain Items: | |||||||||||||||||||||||
| Change in fair value of derivative contracts | — | (1) | — | (1) | |||||||||||||||||||
| Certain Items(b) | — | (1) | — | (1) | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 274 | $ | 267 | $ | 849 | $ | 817 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Segment EBDA | $ | 6 | $ | 31 | |||||||||||||||||||
| Adjusted Segment EBDA | 7 | 32 | |||||||||||||||||||||
| Volumetric data(c) | |||||||||||||||||||||||
| Liquids leasable capacity (MMBbl) | 78.7 | 78.6 | 78.7 | 78.6 | |||||||||||||||||||
| Liquids utilization %(d) | 94.6 | % | 94.9 | % | 94.4 | % | 94.3 | % | |||||||||||||||
| Bulk transload tonnage (MMtons) | 12.3 | 13.4 | 37.6 | 41.1 | |||||||||||||||||||
(a)Operating expenses include operations and maintenance expenses and taxes, other than income taxes.
(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. The 2024 Certain Items are associated with our Liquids business. See “—Overview—Non-GAAP Financial Measures—Certain Items” above. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.
(c)Volumes for facilities divested, idled and/or held for sale are excluded for all periods presented.
(d)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 adjusted for all periods presented from the historical business grouping and included within the Other group.
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Below are the changes in Terminals Segment EBDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Jones Act tankers | $ | 60 | $ | 48 | $ | 179 | $ | 139 | |||||||||||||||
| Liquids | 156 | 151 | 484 | 474 | |||||||||||||||||||
| Bulk | 58 | 67 | 186 | 201 | |||||||||||||||||||
| Other | — | 2 | — | 4 | |||||||||||||||||||
| Total Terminals | $ | 274 | $ | 268 | $ | 849 | $ | 818 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Jones Act tankers | $ | 12 | $ | 40 | |||||||||||||||||||
| Liquids | $ | 5 | $ | 10 | |||||||||||||||||||
| Bulk | $ | (9) | $ | (15) | |||||||||||||||||||
| Other | $ | (2) | $ | (4) | |||||||||||||||||||
The changes in Terminals Segment EBDA in the comparable three and nine-month periods ended September 30, 2025 and 2024 are explained by the following discussion:
•The $12 million (25%) and $40 million (29%) increases, respectively, in Jones Act tankers were primarily due to higher average charter rates.
•The $5 million (3%) and $10 million (2%) increases, respectively, in Liquids were driven by (i) higher rates primarily at our Houston Ship Channel facilities; (ii) contributions from expansion projects; and (iii) in the three-month period, lower operating costs, partially offset by lower equity earnings resulting from an impairment of an equity investment in the 2025 three and nine-month periods.
•The $9 million (13%) and $15 million (7%) decreases, respectively, in Bulk were primarily driven by the impact of the 2025 closure of LyondellBasell’s Houston refinery on our petroleum coke handling operations. The decrease in the nine-month period was further driven by decreased volumes and handling activities for coal offset by lower demurrage costs at our International Marine Terminal.
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CO2 (including reconciliation of Segment EBDA to Adjusted Segment EBDA)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions, except operating statistics) | |||||||||||||||||||||||
| Revenues | $ | 282 | $ | 319 | $ | 884 | $ | 905 | |||||||||||||||
| Costs of sales | (22) | (21) | (70) | (61) | |||||||||||||||||||
Other operating expenses(a) | (131) | (137) | (365) | (377) | |||||||||||||||||||
| Other income | — | — | 1 | 41 | |||||||||||||||||||
| Earnings from equity investments | 6 | 7 | 16 | 20 | |||||||||||||||||||
| Segment EBDA | 135 | 168 | 466 | 528 | |||||||||||||||||||
| Certain Items: | |||||||||||||||||||||||
| Change in fair value of derivative contracts | 1 | (8) | (3) | (1) | |||||||||||||||||||
Gain on divestitures | — | — | — | (41) | |||||||||||||||||||
Certain Items(b) | 1 | (8) | (3) | (42) | |||||||||||||||||||
| Adjusted Segment EBDA | $ | 136 | $ | 160 | $ | 463 | $ | 486 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Segment EBDA | $ | (33) | $ | (62) | |||||||||||||||||||
| Adjusted Segment EBDA | $ | (24) | $ | (23) | |||||||||||||||||||
Volumetric data(c) | |||||||||||||||||||||||
SACROC oil production | 18.01 | 19.02 | 18.56 | 19.01 | |||||||||||||||||||
| Yates oil production | 5.90 | 5.90 | 5.95 | 6.08 | |||||||||||||||||||
| Other | 1.13 | 1.16 | 1.11 | 1.20 | |||||||||||||||||||
Total oil production, net (MBbl/d)(d) | 25.04 | 26.08 | 25.62 | 26.29 | |||||||||||||||||||
NGL sales volumes, net (MBbl/d)(d) | 9.03 | 8.69 | 9.11 | 8.49 | |||||||||||||||||||
CO2 sales volumes, net (Bcf/d) | 0.274 | 0.319 | 0.292 | 0.323 | |||||||||||||||||||
| RNG sales volumes (BBtu/d) | 11 | 10 | 10 | 8 | |||||||||||||||||||
| Realized weighted average oil price ($ per Bbl) | $ | 67.74 | $ | 68.42 | $ | 67.91 | $ | 68.86 | |||||||||||||||
| Realized weighted average NGL price ($ per Bbl) | $ | 31.09 | $ | 32.38 | $ | 32.85 | $ | 29.36 | |||||||||||||||
(a)Operating expenses include operations and maintenance expenses and taxes, other than income taxes.
(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. The 2025 and 2024 Certain Items are associated with our Oil and Gas Producing activities. See “—Overview—Non-GAAP Financial Measures—Certain Items” above. For more detail of significant Certain Items, see the discussion of changes in Segment EBDA below.
(c)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. Volumes for assets sold are excluded for all periods presented.
(d)Net of royalties and outside working interests.
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Below are the changes in CO2 Segment EBDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Source and Transportation activities | $ | 36 | $ | 49 | $ | 121 | $ | 143 | |||||||||||||||
| Oil and Gas Producing activities | 92 | 95 | 314 | 347 | |||||||||||||||||||
| Subtotal | 128 | 144 | 435 | 490 | |||||||||||||||||||
| Energy Transition Ventures | 7 | 24 | 31 | 38 | |||||||||||||||||||
Total CO2 | $ | 135 | $ | 168 | $ | 466 | $ | 528 | |||||||||||||||
| Change from prior period | Increase/(Decrease) | ||||||||||||||||||||||
| Source and Transportation activities | $ | (13) | $ | (22) | |||||||||||||||||||
| Oil and Gas Producing activities | $ | (3) | $ | (33) | |||||||||||||||||||
| Energy Transition Ventures | $ | (17) | $ | (7) | |||||||||||||||||||
The changes in CO2 Segment EBDA in the comparable three and nine-month periods ended September 30, 2025 and 2024 are explained by the following discussion:
•The $13 million (27%) and $22 million (15%) decreases, respectively, in Source and Transportation activities were driven by lower CO2 volumes. The nine-month period decrease was further driven by lower realized CO2 sales prices partially offset by higher volumes on our Wink pipeline.
•The $3 million (3%) and $33 million (10%) decreases, respectively, in Oil and Gas Producing activities were driven by non-cash mark-to-market sales derivative hedge contracts in the three-month period, and in the nine-month period, a $41 million gain on sale of oil and gas producing fields in the 2024 period, all of which we treated as Certain Items.
In addition, Oil and Gas Producing activities were favorably impacted by lower power costs partially offset by lower crude oil volumes. The nine-month period was further impacted by assets acquired in June 2024 and higher realized NGL prices and volumes partially offset by assets divested in June 2024.
•The $17 million (71%) and $7 million (18%) decreases, respectively, in Energy Transition Ventures were primarily due to higher operating costs and lower RIN sales prices. The nine-month period decrease was partially offset by higher RIN sales volumes.
We believe that our existing hedge contracts in place within our CO2 business segment substantially mitigate commodity price sensitivities in the near-term and to a lesser extent over the following few years from price exposure. Below is a summary of our CO2 business segment hedges outstanding as of September 30, 2025:
| Remaining 2025 | 2026 | 2027 | 2028 | ||||||||||||||||||||||||||
| Crude Oil(a) | |||||||||||||||||||||||||||||
| Price ($ per Bbl) | $ | 66.98 | $ | 64.63 | $ | 65.22 | $ | 64.51 | |||||||||||||||||||||
| Volume (MBbl/d) | 23.15 | 20.20 | 10.00 | 4.00 | |||||||||||||||||||||||||
| NGLs | |||||||||||||||||||||||||||||
| Price ($ per Bbl) | $ | 47.01 | $ | 44.64 | |||||||||||||||||||||||||
| Volume (MBbl/d) | 4.77 | 1.87 | |||||||||||||||||||||||||||
(a)Includes WTI hedges.
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Liquidity and Capital Resources
General
As of September 30, 2025, we had $71 million of “Cash and cash equivalents,” a decrease of $17 million from December 31, 2024. Additionally, as of September 30, 2025, we had borrowing capacity of approximately $2.9 billion under our credit facility (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 facility is 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 $4,225 million and $4,125 million in the first nine months of 2025 and 2024, respectively. The period-to-period increase is discussed below in “—Cash Flows—Operating Activities.” We primarily rely on cash provided by operations to fund our operations as well as our debt service, sustaining capital expenditures, dividend payments, and our growth 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. From time to time, short-term borrowings are used to fund working capital and finance incremental capital investments, if any. Incremental capital investments initially funded through short-term borrowings may periodically be replaced with long-term financing and/or paid 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 detailed below:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
(In millions) | |||||||||||||||||||||||
Variable rate debt(a) | $ | 568 | $ | 371 | |||||||||||||||||||
| Notional principal amount of fixed-to-variable interest rate swap agreements | 3,500 | 4,750 | |||||||||||||||||||||
Notional principal amount of variable-to-fixed interest rate swap agreements(b) | (1,500) | (1,500) | |||||||||||||||||||||
Debt balances subject to variable interest rates | $ | 2,568 | $ | 3,621 | |||||||||||||||||||
(a)Includes $568 million and $331 million at September 30, 2025 and December 31, 2024, respectively, of commercial paper notes.
(b)Consist of interest rate swap agreements set to expire December 2025.
Our board of directors declared a quarterly dividend of $0.2925 per share for the third quarter of 2025, a 2% increase over the dividend declared for the third quarter of 2024.
In February 2025 and June 2025, Standard and Poor’s and Moody’s Investor Services, respectively, upgraded our rating outlook to positive. In August 2025, Fitch Ratings, Inc. upgraded our senior unsecured rating from BBB to BBB+.
Short-term Liquidity
As of September 30, 2025, our principal sources of short-term liquidity are (i) cash from operations; and (ii) our $3.5 billion credit facility with an available capacity of approximately $2.9 billion and an associated $3.5 billion commercial paper program. The loan commitments under our credit facility can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Commercial paper borrowings and letters of credit reduce borrowings allowed under our credit facility. We provide for liquidity by maintaining a sizable amount of excess borrowing capacity under our credit facility and, as previously discussed, have consistently generated strong cash flows from operations.
As of September 30, 2025, our $1,081 million of short-term debt consisted primarily of commercial paper borrowings and senior notes that mature in the next twelve months. 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, 2024 was $2,009 million.
We had working capital (defined as current assets less current liabilities) deficits of $1,420 million and $2,580 million as of September 30, 2025 and December 31, 2024, respectively. The overall $1,160 million favorable change from year-end 2024 was primarily due to (i) a $1,125 million decrease in senior notes that mature in the next twelve months resulting from $1,500 million of senior notes that matured in June 2025; and (ii) a $181 million decrease in accrued interest, partially offset by a $237 million increase in commercial paper borrowings partly used to fund our Outrigger Energy acquisition. Generally, our working capital varies due to factors such as the timing of scheduled debt payments, timing differences in the collection and
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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 capital expenditures 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.
Our capital expenditures for the nine months ended September 30, 2025, and the amount we expect to spend for the remainder of 2025 to sustain our assets and expand our business are as follows:
Nine Months Ended September 30, 2025 | 2025 Remaining | Expected 2025 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Capital expenditures: | |||||||||||||||||
| Sustaining capital expenditures | $ | 678 | $ | 260 | $ | 938 | |||||||||||
| Expansion capital expenditures | 1,460 | 722 | 2,182 | ||||||||||||||
| Accrued capital expenditures, contractor retainage, and other | 68 | — | — | ||||||||||||||
| Capital expenditures | $ | 2,206 | $ | 982 | $ | 3,120 | |||||||||||
| Add: | |||||||||||||||||
| Sustaining capital expenditures of unconsolidated joint ventures(a) | $ | 131 | $ | 53 | $ | 184 | |||||||||||
| Investments in unconsolidated joint ventures(b) | 150 | 16 | 166 | ||||||||||||||
| Less: Consolidated joint venture partners’ sustaining capital expenditures | (6) | (4) | (10) | ||||||||||||||
| Less: Consolidated joint venture partners’ expansion capital expenditures | (8) | — | (8) | ||||||||||||||
| Less: Insurance reimbursement related to a sustaining capital expenditure | (14) | — | (14) | ||||||||||||||
| Acquisition | 648 | — | 648 | ||||||||||||||
| Accrued capital expenditures, contractor retainage, and other | (68) | — | — | ||||||||||||||
| Total capital investments | $ | 3,039 | $ | 1,047 | $ | 4,086 | |||||||||||
(a)Sustaining capital expenditures by our joint ventures generally do not require cash outlays by us.
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(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 September 30, 2025 | 2025 Remaining | Expected 2025 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Sustaining capital investments | |||||||||||||||||
| Capital expenditures for property, plant and equipment | $ | 678 | $ | 260 | $ | 938 | |||||||||||
| Sustaining capital expenditures of unconsolidated joint ventures(a) | 131 | 53 | 184 | ||||||||||||||
| Less: Consolidated joint venture partners’ sustaining capital expenditures | (6) | (4) | (10) | ||||||||||||||
| Less: Insurance reimbursement related to a sustaining capital expenditure | (14) | — | (14) | ||||||||||||||
| Total sustaining capital investments | 789 | 309 | 1,098 | ||||||||||||||
| Expansion capital investments | |||||||||||||||||
| Capital expenditures for property, plant and equipment | 1,460 | 722 | 2,182 | ||||||||||||||
| Investments in unconsolidated joint ventures(b) | 150 | 16 | 166 | ||||||||||||||
| Less: Consolidated joint venture partners’ expansion capital expenditures | (8) | — | (8) | ||||||||||||||
| Acquisition | 648 | — | 648 | ||||||||||||||
| Total expansion capital investments | 2,250 | 738 | 2,988 | ||||||||||||||
| Total capital investments | $ | 3,039 | $ | 1,047 | $ | 4,086 | |||||||||||
(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.
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, 2024 in our 2024 Form 10-K.
Commitments for the purchase of property, plant and equipment as of September 30, 2025 and December 31, 2024 were $1,173 million and $809 million, respectively. The increase of $364 million was primarily driven by an increase of capital commitments related to our Natural Gas Pipelines business segment.
Cash Flows
The following table summarizes our net cash flows provided by (used in) operating, investing, and financing activities between 2025 and 2024:
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Net Cash Provided by (Used in) | ||||||||||||||||||||
| Operating activities | $ | 4,225 | $ | 4,125 | $ | 100 | ||||||||||||||
| Investing activities | (2,702) | (1,858) | (844) | |||||||||||||||||
| Financing activities | (1,604) | (2,230) | 626 | |||||||||||||||||
| Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Deposits | $ | (81) | $ | 37 | $ | (118) | ||||||||||||||
Operating Activities
Net cash provided by operating activities was higher for the comparable nine-month periods ended September 30, 2025 and 2024 driven by greater contributions from our Natural Gas Pipelines business segment.
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Investing Activities
$844 million more cash used in investing activities in the comparable nine-month periods ended September 30, 2025 and 2024 is explained by the following discussion:
•$648 million in cash used for the Outrigger Energy acquisition in the 2025 period; and
•a $349 million increase in capital expenditures primarily driven by expansion projects in our Natural Gas Pipelines, CO2, and Products Pipelines business segments, partially offset by a decrease in our Terminals business segment; partially offset by
•a $152 million increase in distributions from equity investments primarily driven by our investment in SNG resulting from the receipt of our proportional share of debt refinancing.
Financing Activities
$626 million less cash used in financing activities in the comparable nine-month periods ended September 30, 2025 and 2024 primarily due to debt raised for our Outrigger Energy acquisition in 2025.
Dividends
We expect to declare dividends of $1.17 per share on our stock for 2025. The table below reflects our 2025 dividends declared:
| Three months ended | Total quarterly dividend per share for the period | Date of declaration | Date of record | Date of dividend | ||||||||||||||||||||||
| March 31, 2025 | $ | 0.2925 | April 16, 2025 | April 30, 2025 | May 15, 2025 | |||||||||||||||||||||
| June 30, 2025 | 0.2925 | July 16, 2025 | July 31, 2025 | August 15, 2025 | ||||||||||||||||||||||
| September 30, 2025 | 0.2925 | October 22, 2025 | November 3, 2025 | November 17, 2025 | ||||||||||||||||||||||
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—Risks Related to Ownership of Our Capital Stock—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 2024 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.
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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, 2025.”
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, 2025 and December 31, 2024, the Obligated Group had $31,707 million and $31,052 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, 2025 | December 31, 2024 | |||||||||
| (In millions) | |||||||||||
| Current assets | $ | 2,146 | $ | 2,216 | |||||||
| Current assets - affiliates | 753 | 735 | |||||||||
| Noncurrent assets | 64,353 | 63,267 | |||||||||
| Noncurrent assets - affiliates | 781 | 813 | |||||||||
| Total Assets | $ | 68,033 | $ | 67,031 | |||||||
| Current liabilities | $ | 3,534 | $ | 4,737 | |||||||
| Current liabilities - affiliates | 755 | 758 | |||||||||
| Noncurrent liabilities | 36,034 | 34,052 | |||||||||
| Noncurrent liabilities - affiliates | 1,760 | 1,561 | |||||||||
| Total Liabilities | 42,083 | 41,108 | |||||||||
| Kinder Morgan, Inc.’s stockholders’ equity | 25,950 | 25,923 | |||||||||
| Total Liabilities and Stockholders’ Equity | $ | 68,033 | $ | 67,031 | |||||||
| Summarized Combined Income Statement Information | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||
| (In millions) | |||||||||||
| Revenues | $ | 3,784 | $ | 11,377 | |||||||
| Operating income | 923 | 2,955 | |||||||||
| Net income | 505 | 1,708 | |||||||||
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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, 2024, in Part II, Item 7A in our 2024 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, 2025, 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, 2025 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.
There have been no material changes in the risk factors disclosed in Part I, Item 1A in our 2024 Form 10-K and in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
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 Act. We have not received any specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events requiring disclosure pursuant to the mine safety disclosure requirements of Dodd-Frank Act for the quarter ended September 30, 2025.
Item 5. Other Information.
During the quarter ending September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted terminated
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Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 22.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | Interactive data files (formatted as Inline XBRL). | |||||||
| 104 | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
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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 24, 2025 | By: | /s/ David P. Michels | ||||||||||||||
| David P. Michels Vice President and Chief Financial Officer (principal financial and accounting officer) | |||||||||||||||||
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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).
2
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.
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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
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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.
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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
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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
7
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
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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;
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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
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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
11
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.
12
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]
13
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, 2025
| Issuer | Indebtedness | Maturity | ||||||||||||
| 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. | 5.00% bonds | February 1, 2029 | ||||||||||||
| Kinder Morgan, Inc. | 5.10% notes | August 1, 2029 | ||||||||||||
| Kinder Morgan, Inc. | 5.15% bonds | June 1, 2030 | ||||||||||||
| 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. | 5.40% bonds | February 1, 2034 | ||||||||||||
| Kinder Morgan, Inc. | 5.30% notes | December 1, 2034 | ||||||||||||
| Kinder Morgan, Inc. | 5.85% bonds | June 1, 2035 | ||||||||||||
| 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. | 5.95% notes | August 1, 2054 | ||||||||||||
| Kinder Morgan, Inc. | 7.45% debentures | March 1, 2098 | ||||||||||||
| Kinder Morgan, Inc. | $100 Million Letter of Credit Facility | November 30, 2025 | ||||||||||||
| 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, 2025 | ||||||||||||||
| 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) | 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 | ||||||||||||
_________________________________________________ (1) The original issuer, El Paso Pipeline Partners, L.P. merged with and into Kinder Morgan Energy Partners, L.P. effective January 1, 2015. | ||||||||||||||
2
Exhibit 10.1
| Schedule I | ||||||||||||||
| (Guaranteed Obligations) | ||||||||||||||
| Current as of: September 30, 2025 | ||||||||||||||
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 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 | ||||||||||||
_________________________________________________ 1 Guaranteed Obligations with respect to Hedging Agreements include International Swaps and Derivatives Association Master Agreements (“ISDAs”) and all transactions entered into pursuant to any ISDA listed on this Schedule I. | ||||||||||||||
3
Exhibit 10.1
| Schedule I | ||||||||||||||
| (Guaranteed Obligations) | ||||||||||||||
| Current as of: September 30, 2025 | ||||||||||||||
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 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 | 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 | ||||||||||||
| Kinder Morgan Texas Pipeline LLC | U.S. Bank National Association | March 26, 2024 | ||||||||||||
| 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 | ||||||||||||
_________________________________________________ 1 Guaranteed Obligations with respect to Hedging Agreements include International Swaps and Derivatives Association Master Agreements (“ISDAs”) and all transactions entered into pursuant to any ISDA listed on this Schedule I. | ||||||||||||||
4
Exhibit 10.1
SCHEDULE II Guarantors Current as of: September 30, 2025 | ||||||||
| 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 | Eagle Ford Midstream LLC | |||||||
| American Petroleum Tankers VII LLC | El Paso Cheyenne Holdings, L.L.C. | |||||||
| American Petroleum Tankers VIII LLC | El Paso Citrus Holdings, Inc. | |||||||
| American Petroleum Tankers IX LLC | El Paso CNG Company, L.L.C. | |||||||
| American Petroleum Tankers X LLC | El Paso Energy Service Company, L.L.C. | |||||||
| American Petroleum Tankers XI LLC | El Paso LLC | |||||||
| APT Florida LLC | El Paso Midstream Group LLC | |||||||
| APT Intermediate Holdco LLC | El Paso Natural Gas Company, L.L.C. | |||||||
| APT New Intermediate Holdco LLC | El Paso Noric Investments III, L.L.C. | |||||||
| APT Pennsylvania LLC | El Paso Ruby Holding Company, L.L.C. | |||||||
| APT Sunshine State LLC | El Paso Tennessee Pipeline Co., L.L.C. | |||||||
Arlington Storage Company, LLC | Elba Express Company, L.L.C. | |||||||
| Betty Lou LLC | Elizabeth River Terminals LLC | |||||||
| Camino Real Gas Gathering Company LLC | Emory B Crane, LLC | |||||||
| Camino Real Gathering Company, L.L.C. | EP Ruby LLC | |||||||
| Cantera Gas Company LLC | EPBGP Contracting Services LLC | |||||||
| CDE Pipeline LLC | EPTP Issuing Corporation | |||||||
| Central Florida Pipeline LLC | Frank L. Crane, LLC | |||||||
| Cheyenne Plains Gas Pipeline Company, L.L.C. | General Stevedores GP, LLC | |||||||
| CIG Gas Storage Company LLC | General Stevedores Holdings 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 | Hiland Sanderson System Holdings LLC | |||||||
| Copano Energy Finance Corporation | Hiland Sanderson System LLC | |||||||
| Copano Energy, L.L.C. | ICPT, L.L.C. | |||||||
| Copano Energy Services/Upper Gulf Coast LLC | Independent Trading & Transportation | |||||||
| Copano Field Services GP, L.L.C. | Company I, L.L.C. | |||||||
| Copano Field Services/North Texas, L.L.C. | JV Tanker Charterer LLC | |||||||
| Copano Field Services/South Texas LLC | Kinder Morgan 2-Mile LLC | |||||||
| Copano Field Services/Upper Gulf Coast LLC | Kinder Morgan Administrative Services Tampa LLC | |||||||
| Copano Liberty, LLC | Kinder Morgan Altamont LLC | |||||||
| Copano NGL Services (Markham), L.L.C. | Kinder Morgan Arlington RNG LLC | |||||||
| Copano NGL Services LLC | Kinder Morgan Baltimore Transload Terminal LLC | |||||||
| Copano Pipelines Group, L.L.C. | Kinder Morgan Battleground Oil LLC | |||||||
| Copano Pipelines/North Texas, L.L.C. | Kinder Morgan Border Pipeline LLC | |||||||
| Copano Pipelines/Rocky Mountains, LLC | Kinder Morgan Bulk Terminals LLC | |||||||
| Copano Pipelines/South Texas LLC | Kinder Morgan Carbon Dioxide Transportation | |||||||
| Copano Pipelines/Upper Gulf Coast LLC | Company | |||||||
| Copano Processing LLC | Kinder Morgan CCS Holdco LLC | |||||||
| Copano Risk Management LLC | Kinder Morgan CO2 Company LLC | |||||||
Exhibit 10.1
| Schedule II | ||||||||
| (Guarantors) | ||||||||
Current as of: September 30, 2025 | ||||||||
| Kinder Morgan Commercial Services LLC | Kinder Morgan Portland Bulk LLC | |||||||
| Kinder Morgan Contracting Services LLC | Kinder Morgan Portland Holdings LLC | |||||||
| Kinder Morgan Crude & Condensate LLC | Kinder Morgan Portland Intermediate Holdings I LLC | |||||||
| Kinder Morgan Crude Marketing LLC | Kinder Morgan Portland Intermediate Holdings II LLC | |||||||
| Kinder Morgan Crude Oil Pipelines LLC | Kinder Morgan Portland Jet Line LLC | |||||||
| Kinder Morgan Crude to Rail LLC | Kinder Morgan Portland Liquids Terminals LLC | |||||||
| Kinder Morgan Cushing LLC | Kinder Morgan Portland Operating LLC | |||||||
| Kinder Morgan Dallas Fort Worth Rail Terminal LLC | Kinder Morgan Production Company LLC | |||||||
| Kinder Morgan Deeprock North Holdco LLC | Kinder Morgan Products Terminals LLC | |||||||
| Kinder Morgan Endeavor LLC | Kinder Morgan Rail Services LLC | |||||||
| Kinder Morgan Energy Partners, L.P. | Kinder Morgan Ranger LLC | |||||||
| Kinder Morgan Energy Transition Ventures Holdco | Kinder Morgan Resources II LLC | |||||||
| LLC | Kinder Morgan Resources III LLC | |||||||
| Kinder Morgan EP Midstream LLC | Kinder Morgan RNG Holdco LLC | |||||||
| Kinder Morgan Finance Company LLC | Kinder Morgan Rockies Marketing LLC | |||||||
| Kinder Morgan Freedom Pipeline LLC | Kinder Morgan Scurry Connector LLC | |||||||
| Kinder Morgan GP LLC | Kinder Morgan Seven Oaks LLC | |||||||
Kinder Morgan Gulf Coast CCS LLC | Kinder Morgan Shreveport RNG LLC | |||||||
| Kinder Morgan IMT Holdco LLC | Kinder Morgan SNG Operator LLC | |||||||
| Kinder Morgan, Inc. | Kinder Morgan Southeast Terminals LLC | |||||||
| Kinder Morgan Keystone Gas Storage LLC | Kinder Morgan Tank Storage Terminals LLC | |||||||
| Kinder Morgan KMAP LLC | Kinder Morgan Tejas Pipeline LLC | |||||||
| Kinder Morgan Las Vegas LLC | Kinder Morgan Terminals LLC | |||||||
| Kinder Morgan Linden Transload Terminal LLC | Kinder Morgan Terminals Wilmington LLC | |||||||
| Kinder Morgan Liquids Terminals LLC | Kinder Morgan Texas Pipeline LLC | |||||||
| Kinder Morgan Liquids Terminals St. Gabriel LLC | Kinder Morgan Texas Terminals, L.P. | |||||||
| Kinder Morgan Louisiana Pipeline Holding LLC | Kinder Morgan Transmix Company, LLC | |||||||
| Kinder Morgan Louisiana Pipeline LLC | Kinder Morgan Treating LP | |||||||
| Kinder Morgan Marine Services LLC | Kinder Morgan Treating Odessa LLC | |||||||
| Kinder Morgan Materials Services, LLC | Kinder Morgan Turkey Run RNG LLC | |||||||
| Kinder Morgan Mid Atlantic Marine Services LLC | Kinder Morgan Utica LLC | |||||||
| Kinder Morgan NatGas O&M LLC | Kinder Morgan Vehicle Services LLC | |||||||
| Kinder Morgan NGPL Holdings LLC | Kinder Morgan Victoria RNG LLC | |||||||
| Kinder Morgan North Texas Pipeline LLC | Kinder Morgan Virginia Liquids Terminals LLC | |||||||
| Kinder Morgan Operating LLC “A” | Kinder Morgan Wink Pipeline LLC | |||||||
| Kinder Morgan Operating LLC “B” | KinderHawk Field Services LLC | |||||||
| Kinder Morgan Operating LLC “C” | Kinetrex Energy Transportation, LLC | |||||||
| Kinder Morgan Operating LLC “D” | Kinetrex Holdco, Inc. | |||||||
| Kinder Morgan Operating LLC “E” | KM Crane LLC | |||||||
| Kinder Morgan Pecos LLC | KM Decatur LLC | |||||||
| Kinder Morgan Pecos Valley LLC | KM Eagle Gathering LLC | |||||||
| Kinder Morgan Permian CCS LLC | KM Energy, Inc. | |||||||
| Kinder Morgan Petcoke GP LLC | KM Energy LLC | |||||||
| Kinder Morgan Petcoke LP LLC | KM Gas Marketing LLC | |||||||
| Kinder Morgan Petcoke, L.P. | KM Kaskaskia Dock LLC | |||||||
| Kinder Morgan Petroleum Tankers LLC | KM Liquids Marketing LLC | |||||||
| Kinder Morgan Pipeline LLC | KM Liquids Terminals LLC | |||||||
| Kinder Morgan Port Manatee Terminal LLC | KM Louisiana Midstream LLC | |||||||
| Kinder Morgan Port Sutton Terminal LLC | KM Mississippi Intrastate System LLC | |||||||
| Kinder Morgan Port Terminals USA LLC | KM North Cahokia Land LLC | |||||||
2
Exhibit 10.1
| Schedule II | ||||||||
| (Guarantors) | ||||||||
Current as of: September 30, 2025 | ||||||||
| KM North Cahokia Special Project LLC | Texan Tug LLC | |||||||
| KM North Cahokia Terminal Project LLC | TGP Pipeline Services Company, L.L.C. | |||||||
| KM Ship Channel Services LLC | TransColorado Gas Transmission Company LLC | |||||||
| KM Treating GP LLC | Transload Services, LLC | |||||||
| KM Utopia Operator LLC | Trident Intrastate Pipeline LLC | |||||||
| KMBT Legacy Holdings LLC | Twin Bridges High BTU LLC | |||||||
| KMBT LLC | Twin Tier Pipeline LLC | |||||||
| KMGP Services Company, Inc. | Utica Marcellus Texas Pipeline LLC | |||||||
| KN Telecommunications, Inc. | Western Plant Services LLC | |||||||
| Knight Power Company LLC | Wyoming Interstate Company, L.L.C. | |||||||
| Liberty High BTU LLC | ||||||||
LNG Indy, LLC | ||||||||
| Lomita Rail Terminal LLC | ||||||||
| Milwaukee Bulk Terminals LLC | ||||||||
| Mission Natural Gas Company LLC | ||||||||
| MJR Operating LLC | ||||||||
| Mojave Pipeline Company, L.L.C. | ||||||||
| Mojave Pipeline Operating Company, L.L.C. | ||||||||
| NEP DC Holdings, LLC | ||||||||
| NET Mexico Pipeline LLC | ||||||||
| NET Midstream, LLC | ||||||||
| 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 | ||||||||
| SNG Pipeline Services Company, L.L.C. | ||||||||
| Southern Gulf LNG Company, L.L.C. | ||||||||
| Southern Liquefaction Company LLC | ||||||||
| Southern LNG Company, L.L.C. | ||||||||
| 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 | ||||||||
3
Exhibit 10.1
| SCHEDULE III 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”. | ||||||||
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, 2025, the registrant’s guarantor subsidiaries on Schedule II thereto and the guaranteed securities on Schedule I thereto.
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 24, 2025 | /s/ Kimberly A. Dang | ||||||
| Kimberly A. Dang | ||||||||
| Chief Executive Officer | ||||||||
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 24, 2025 | /s/ David P. Michels | ||||||
| David P. Michels | ||||||||
| Vice President and Chief Financial Officer | ||||||||
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, 2025, 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 24, 2025 | /s/ Kimberly A. Dang | ||||||
| Kimberly A. Dang | ||||||||
| Chief Executive Officer | ||||||||
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, 2025, 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 24, 2025 | /s/ David P. Michels | ||||||
| David P. Michels | ||||||||
| Vice President and Chief Financial Officer | ||||||||