KMI 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider the risks described below, in addition to the other information contained in this document. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flowsflows, and results of operations.

Our pipelines, terminalsterminals, and other assets and facilities, including the availability of expansion opportunities, depend in part on continued production of natural gas, crude oiloil, and other products in the geographic areas that they serve. Without additions to crude oil and gas reserves, production will decline over time as reserves are depleted, and production costs may rise. Producers in areas served by us may not be successful in exploring for and developing additional reservesreserves, or their costs of doing so may become uneconomic. Commodity prices and tax incentives may not remain at levels that encourage producers to explore for and develop additional reserves, produce existing marginal reservesreserves, or renew transportation contracts as they expire. Our business also depends in part on the levels of demand for natural gas, crude oil, NGL, refined petroleum products, CO2, steel, chemicalschemicals, and other products in the geographic areas to which our pipelines, terminals, shipping vesselsvessels, and other facilities deliver or provide service, and the ability and willingness of our shippers and other customers to supply such demand. Decreases in the supply of or demand for natural gas, crude oiloil, and other products could adversely impact the utilization of our assets.

Conditions in the business environment generally, such as declining or sustained low commodity prices, supply disruptions, or higher development or production costs, could result in a slowing of supply to our pipelines, terminalsterminals, and other assets. Also, sustained lower demand for hydrocarbons, or changes in the regulatory environment or applicable governmentalgovernment policies,policies and priorities, including in relation to climate change or other environmental concerns, may have a negative impact on the supply of crude oil and other products. PublicIn recent years, public concern about the potential risks posed by climate change has resulted in increased demand for energy efficiency and a transition to energy provided from renewable energy sources rather than fossil fuels, fuel-efficient alternatives such as hybrid and electric vehicles, and pursuit of other technologies to reduce GHG emissions, such as carbon capture and sequestration. We have seen and may see further intensification of these trends.

Each of the foregoing supply and demand issues could negatively impact our business directly, as well as our shippers and other customers, which in turn could negatively impact our prospects for new contracts for transportation, terminalingterminaling, or other midstream services, or renewals of existing contracts or the ability of our customers and shippers to honor their contractual commitments. See “—Financial distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the products or services we provide or otherwise fulfill their obligations to us.” below. Furthermore, such unfavorable conditions may compound the adverse effects of larger economic disruptions. See “—Our operating results may be adversely affected by unfavorable economic and market conditions.”

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

Expanding our existing assets and constructing new assets is part of our growth strategy. Our ability to begin and complete expansion and new-build projects may be inhibited by difficulties in obtaining permits and rights-of-way, public opposition, increases in costs of construction materials, cost overruns, inclement weatherweather, and other delays. If we pursue projects through joint ventures with others, we will share control of and any benefits from those projects.

We regularly undertake construction projects to expand our existing assets and to construct new assets. New growthThese projects generally will be subject to, among other things, the receipt of regulatory approvals, feasibility and cost analyses, funding availability, industry, market and demand conditions, and environmental justice considerations. A variety of factors outside of our control, such as difficulties in obtaining rights-of-way and permits or other regulatory approvals, have caused, and may continue to cause, delays in or cancellations of our construction projects. Regulatory authorities may modify their permitting policies in ways that disadvantage our construction projects. Federal regulators may also expand existing regulatory requirements, such as PHMSA’s recent2021 expansion of gas gathering pipeline regulation and the Congressional mandate under the Pipeline Safety Act that PHMSA regulate the transportation of gaseous CO2. Such factors can be exacerbated by public opposition to our projects. See “—We are subject to reputational risks and risks relating to public opinion.” Inclement weather, natural disastersdisasters, and delays in performance by third-party contractors have also resulted in, and may continuein tothe future result in, increased costs or delays in construction. In addition, we mayhave experienceexperienced increasing costs for construction materials, including cost increases associated with increased tariffs (such as those proposeddiscussed byunder “—Changes in U.S. trade policy and the newimpact U.S.of presidentialtariffs administrationmay have a material adverse effect on our business and results of operations.”). and may continue to experience such cost impacts. Significant increases in costs of construction materials, cost overruns or delays, or our inability to obtain a required permit or right-of-way, could have a material adverse effect on our return on investment, results of operationsoperations, and cash flows, and could result in project cancellations or otherwise limit our ability to pursue growth opportunities.

Competition is a factor affecting our existing businesses and our ability to secure new project opportunities. Any current or future pipeline system or other form of transportation (such as barge, railrail, or truck) that delivers the products we handle into the areas that our pipelines serve could offer transportation services that are more desirable to shippers than those we provide because of price, location, facilitiesfacilities, or other factors. Likewise, competing terminals or other storage options may become more attractive to our customers. To the extent that competitors offer the markets we serve more desirable transportation or storage options, or customers opt to construct their own facilities for services previously provided by us, this could result in unused capacity on our pipelines and in our terminals. We also could experience competition for the supply of the products we handle from both existing and proposed pipeline systems; for example, several pipelines access many of the same areas of supply as our pipeline systems and transport to destinations not served by us. If capacity on our assets remains unused, our ability to re-contract for expiring capacity at favorable rates or otherwise retain existing customers could be impaired. In addition, to the extent that companies pursuing development of carbon capture and sequestration technology are successful, they could compete with us for customers who purchase CO2 for use in enhanced oil recovery operations.

The volatility of crude oil, NGLNGL, and natural gas prices could adversely affect our business.

The revenues, cash flows, profitabilityprofitability, and future growth of some of our businesses (and the carrying values of certain of their respective assets, which include related goodwill) depend to a large degree on prevailing crude oil, NGLNGL, and natural gas prices.

Prices for crude oil, NGLNGL, and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for crude oil, NGLNGL, and natural gas, uncertainties within the market and a variety of other factors beyond our control. These factors include, among other things (i) weather conditions and events such as hurricanes in the U.S.; (ii) domestic and global economic conditions; (iii) the activities of the OPEC and other countries that are significant producers of crude oil (OPEC+); (iv) governmental regulation; (v) armed conflict or political instability in crude oil and natural gas producing countries; (vi) the foreign supply of and demand for crude oil and natural gas; (vii) the price of foreign imports; (viii) the proximity and availability of storage and transportation infrastructure and processing and treating facilities; and (ix) the availability and prices of alternative fuel sources. We use hedging arrangements to partially mitigate our exposure to commodity prices, but these arrangements also are subject to inherent risks. Please read “—Our use of hedging arrangements does not eliminate our exposure to commodity price risks and could result in financial losses or volatility in our income.” In addition, wide fluctuations in commodity prices can impact the accuracy of assumptions used in our budgeting process.

Sharp declines in the prices of crude oil, NGLNGL, or natural gas, or a prolonged unfavorable price environment, may result in a commensurate reduction in our revenues, incomeincome, and cash flows from our businesses that produce, process, or purchase and sell crude oil, NGL, or natural gas, and could have a material adverse effect on the carrying value (which includes assigned goodwill) of our CO2 business segment’s proved reserves, and to a lesser extent, certain assets in certain midstream businesses within our Natural Gas Pipelines business segment,segment and certain assets within our Products Pipelines business segment.

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

Unfavorable conditions such as a general slowdown of the global or U.S. economy, uncertainty and volatility in the financial markets, or inflation and rising interest rates, could materially adversely affect our operating results. For example, the global economic downturn caused by the coronavirus pandemic in 2020 affected numerous industries, including the crude oil and gas industry, the steel industryindustry, and specific segments and markets in which we operate, resulting in reduced demand and increased price competition for our products and services. Also, economic conditions in the wake of the pandemic included inflationary pressure, which resulted in higher operating expenses and project costs for us, as well as higher interest rates. More recently, we may see increasing market uncertainty and volatility due to possible shifts in U.S. and foreign trade, economiceconomic, and other policiespolicies. followingSee the recent change“—Changes in U.S. presidentialtrade administration.policy and the impact of tariffs may have a material adverse effect on our business and results of operations.”

In addition, uncertain or changing economic conditions within one or more geographic regions may affect our operating results within the affected regions. Sustained unfavorable commodity prices, volatility in commodity prices or changes in markets for a given commodity might also have a negative impact on many of our customers, which could impair their ability to meet their obligations to us. See “—Financial distress experienced by our customers or other counterparties could have an adverse impact on us in the event they are unable to pay us for the products or services we provide or otherwise fulfill their obligations to us.” In addition, decreases in the prices of crude oil, NGLNGL, and natural gas are likely to have a negative impact on our operating results and cash flow. See “—The volatility of crude oil, NGLNGL, and natural gas prices could adversely affect our business.”

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

We are exposed to the risk of loss in the event of nonperformance by our customers or other counterparties, such as hedging counterparties, joint venture partners and suppliers. Many of our counterparties finance their activities through cash flow from operations or debt or equity financing, and some of them may be highly leveraged and unable to access additional capital to sustain their operations in the future. Our counterparties are subject to their own operating, market, financialfinancial, and regulatory risks, and some have experienced, are experiencing, or may experience in the future, severe financial problems that have had or may have a significant impact on their creditworthiness. Further, the security we are able to obtain from such customers may be limited, including by FERC regulation. While certain of our customers are subsidiaries of an entity that has an investment grade credit rating, in many cases the parent entity has not guaranteed the obligations of the subsidiary and, therefore, the parent’s credit ratings may have no bearing on such customers’ ability to pay us for the services we provide or otherwise fulfill their obligations to us.

We cannot provide any assurance that such customers and key counterparties will not become financially distressed or that such financially distressed customers or counterparties will not default on their obligations to us or file for bankruptcy protection. If one or more customers or counterparties files for bankruptcy protection, we likely would be unable to collect all, or even a significant portion of, amounts they owe to us. Similarly, our contracts with such customers may be renegotiated at lower rates or terminated altogether. Significant customer and other counterparty defaults and bankruptcy filings could have a material adverse effect on our business, financial position, results of operationsoperations, or cash flows.

Our business, operationsoperations, or financial condition generally may be negatively impacted as a result of negative public opinion towards our industry sector, the products we handle, or us specifically. Public opinion may be influenced by negative portrayals of the energy industry as well as opposition to development projects. In addition, events specific to us could result in the deterioration of our reputation with key stakeholders.

We believe that reputational risk cannot be managed in isolation from other forms of risk and that credit, market, operational, insurance, regulatoryregulatory, and legal risks, among others, must all be managed effectively to safeguard our reputation. Our reputation and public opinion could also be impacted by the actions and activities of other companies operating in the energy industry, particularly other energy infrastructure providers, over which we have no control. In particular, our reputation could be impacted by negative publicity related to pipeline incidents or unpopular expansion projects and due to opposition to development of hydrocarbons and energy infrastructure, particularly projects involving resources that are considered to increase GHG emissions and contribute to climate change. Negative impacts from a compromised reputation or changes in public opinion (including with respect to the production, transportationtransportation, and use of hydrocarbons generally) could include increased regulatory oversight and costs, difficulty obtaining rights-of-way and delays in obtaining, or challenges to, regulatory approvals with respect to growth projects, blockades, project cancellations, difficulty securing financing, revenue loss, reduction in customer base, and decreased value of our securities and our business. In the past, governmental agencies have responded to environmental justice concerns by imposing greater scrutiny in the permit approval process and enforcement actions that could exacerbate the negative reputational impacts, and they may do so in the future.

We engage in hedging arrangements to reduce our direct exposure to fluctuations in the prices of crude oil, natural gasgas, and NGL, including differentials between regional markets. These hedging arrangements expose us to risk of financial loss in some circumstances, including when production is less than expected, when the counterparty to the hedging contract defaults on its contract obligations, or when there is a change in the expected differential between the underlying price in the hedging agreement and the actual price received. In addition, these hedging arrangements may limit the benefit we would otherwise receive from increases in prices for crude oil, natural gasgas, and NGL. Furthermore, our hedging arrangements cannot hedge against any decrease in the volumes of products we handle. See “—Our businesses are dependent on the supply of and demand for the products we handle.”

A breach of information security or the failure of one or more key IT or operational (OT) systems, or those of third parties, may adversely affect our business, results of operationsoperations, or business reputation.

Our business is dependent upon our operational systems to process a large amount of data and complex transactions. Some of the operational systems we use are owned or operated by independent third-party vendors. The various uses of these systems, networksnetworks, and services include, but are not limited to, controlling our pipelines and terminals with industrial control systems, collecting and storing information and data, processing transactions, and handling other processes necessary to manage our business.

In accordance with government mandates, we have implemented and maintain a cybersecurity program—both internal and incorporating industry expertise—designed to protect our IT, OTOT, and data systems from attacks, however, we can provide no assurance that our cybersecurity program will be completely effective. We have experienced increases in the number of attempts by external parties to access our networks or our company data without authorization. While we have taken additional steps to secure our networks and systems to specifically respond to new and elevated risks associated with remote work, we may nevertheless be more vulnerable to a successful cyber-attack or information security incident when significant numbers of our employees are working remotely. The risk of a disruption or breach of our operational systems, or the compromise of the data processed in connection with our operations, has increased as attempted attacks, including acts of terrorism or cyber sabotage, which may be escalated during periods of heightened geopolitical tensions, have advanced in sophistication and number around the world.

If any of our systems are damaged, fail to function properlyproperly, or otherwise become unavailable, we may incur substantial costs to repair or replace them. We may also experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations. A significant failure, compromise, breachbreach, or interruption in our systems, which may result from problems such as ransomware, malware, computer viruses, hacking attemptsattempts, or third-party error or malfeasance, could result in a disruption of our operations, customer dissatisfaction, damage to our reputation and a loss of customers or revenues. Efforts by us and our vendors to develop, implement and maintain security measures, including malware and anti-virus software and controls, may not be successful in preventing these events, and any network and information systems-related events could require us to expend significant remedial resources. In the future, we may be required to expend significant additional resources to continue to enhance our information security measures, to comply with regulations, to develop and implement government-mandated plans, and/or to investigate and remediate information security vulnerabilities.

The U.S. government has issued public warnings indicating that pipelines and other infrastructure assets might be specific targets of terrorist organizations or “cyber sabotage” events. Potential targets include our pipeline systems, terminals, processing plants, databasesdatabases, or operating systems. Risk of these attacks may escalate during periods of heightened geopolitical tensions. The occurrence of an attack could cause a substantial decrease in revenues and cash flows, increased costs to respond or other financial loss, significant reporting requirements, damage to our reputation, increased regulation or litigationlitigation, or inaccurate information reported from our operations. In the event of such an incident, we may need to retain cybersecurity experts to assist us in stopping, diagnosing, and recovering from the attack. There is no assurance that adequate cyber sabotage and terrorism insurance will be available at rates we believe are reasonable in the near future. The potential for an attack may subject our operations to increased risks and costs, and, depending on their ultimate magnitude, have a material adverse effect on our business, results of operations, financial conditioncondition, and/or business reputation.

Custom or new technology (including potential generative artificial intelligence) that is heavily relied upon by us or our counterparties may not be maintained and updated appropriately due to resource restraints, or other factors, which could cause technology failures or give rise to additional operational or security risks. Generative artificial intelligence or other new technology could also create additional regulatory scrutiny and generate uncertainty around intellectual property ownership and/or licensing or use. Technology (including artificial intelligence) is also subject to intentional misuse (by criminals, terroriststerrorists, or other bad actors). Technology failures or incidents of misuse could result in significant adverse effects on our operations, results of operations, financial conditioncondition, and cash flows.

We may not realize anticipated operating advantages and cost savings. Integration of acquired businesses or assets involves a number of risks, including (i) the loss of key customers of the acquired business; (ii) demands on management related to the increase in our size; (iii) the diversion of management’s attention from the management of daily operations; (iv) difficulties in implementing or unanticipated costs of accounting, budgeting, reporting, internal controlscontrols, and other systems; and (v) difficulties in the retention and assimilation of necessary employees.

Hurricanes, earthquakes, floodingflooding, and other natural disasters, as well as subsidence and coastal erosion and climate-related physical risks, could have an adverse effect on our business, financial conditioncondition, and results of operations.

Some of our pipelines, terminalsterminals, and other assets are located in, and our shipping vessels operate in, areas that are susceptible to hurricanes, earthquakes, floodingflooding, and other natural disasters or could be impacted by subsidence and coastal erosion. These natural disasters could potentially damage or destroy our assets and disrupt the supply of the products we transport. Many climate models indicate that global warming is likely to result in rising sea levels, increased frequency and severity of weather events such as winter storms, hurricanes and tropical storms, extreme precipitationprecipitation, and flooding. These climate-related changes could result in damage to our physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone and rain-susceptible regions. Natural disasters can similarly affect the facilities of our customers. The timing, severity and location of these climate change impacts are not known with certainty, and these impacts are expected to manifest themselves over varying time horizons.

Our insurance program may not cover all operational risks and costs and may not provide sufficient coverage in the event of a claim. We do not maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. Losses in excess of our insurance coverage could have a material adverse effect on our business, financial conditioncondition, and results of operations.

Changes in the insurance markets subsequent to certain hurricanes and other natural disasters have made it more difficult and more expensive to obtain certain types of coverage. The occurrence of an event that is not fully covered by insurance, or failure by one or more of our insurers to honor its coverage commitments for an insured event, could cause us to incur significant losses. Insurance companies may reduce or eliminate the insurance capacity they are willing to offer or may demand significantly higher premiums or deductibles to cover our assets. If significant changes in the number or financial solvency of insurance underwriters for the energy industry occur, we may be unable to obtain and maintain adequate insurance at a reasonable cost. The unavailability of adequate insurance coverage to cover events in which we suffer significant losses could have a material adverse effect on our business, financial conditioncondition, and results of operations.

We must obtain and maintain the rights to construct and operate pipelines on other owners’ land, including private landowners, railroads, public utilitiesutilities, and others. While our interstate natural gas pipelines in the U.S. have federal eminent domain authority, the availability of eminent domain authority for our other pipelines varies from state to state depending upon the type of pipeline—petroleum liquids, natural gas, CO2, or crude oil—and the laws of the particular state. In addition, we must compensate landowners for the use of their property and, in eminent domain actions, such compensation may be determined by a court. If we are unable to obtain rights-of-way on acceptable terms, our ability to complete construction projects on time, on budget, or at all, could be adversely affected. In addition, we are subject to the possibility of increased costs under our rights-of-way or rental agreements with landowners, primarily through renewals of expiring agreements and rental increases. If we were to lose these rights, our operations could be disrupted or we could be required to relocate the affected pipelines, which could cause a substantial decrease in our revenues and cash flows and a substantial increase in our costs.

The rate of production from oil and natural gas properties declines as reserves are depleted. Without successful development activities, the reserves, revenuesrevenues, and cash flows of the oil and gas producing assets within our CO2 business segment will decline. We may not be able to develop or acquire additional reserves at an acceptable cost or have necessary financing for these activities in the future. Additionally, if we do not realize production volumes greater than, or equal to, our hedged volumes, we may suffer financial losses not offset by physical transactions.

Developing and operating oil and gas properties involves a high degree of business and financial risk that even a combination of experience, knowledgeknowledge, and careful evaluation may not be able to overcome. Acquisition and development decisions related to oil and gas properties include subjective judgments and assumptions that, while they may be reasonable, are by their nature speculative. It is impossible to predict with certainty the production potential of a particular property or well. Furthermore, the successful completion of a well does not ensure a profitable return on the investment. A variety of geological, operational and market-related factors may substantially delay or prevent completion of any well or otherwise prevent a property or well from being profitable.

Our success depends in part on the performance of and our ability to attract, retainretain, and effectively manage the succession of a skilled executive team. We depend on our executive officers to develop and execute our business strategy. If we are not successful in retaining our executive officers, or replacing them, our business, financial conditioncondition, or results of operations could be adversely affected. We do not maintain key personnel insurance.

In addition, our business requires the retention and recruitment of a skilled workforce, including engineers, technical personnelpersonnel, and other professionals. We and our affiliates compete with other companies in the energy industry for this skilled workforce. In addition, many of our current employees are retirement eligible and have significant institutional knowledge that must be transferred to other employees. If we are unable to (i) retain current employees; (ii) successfully complete the knowledge transfer; and/or (iii) recruit new employees of comparable knowledge and experience, our business could be negatively impacted. In addition, we could experience increased costs to retain and recruit these professionals.

As of December 31, 2024,2025, we had approximately $31.8 billion of consolidated debt (excluding debt fair value adjustments). Additionally, we and substantially all of our wholly owned U.S. subsidiaries are parties to a cross guarantee agreement under which each party to the agreement unconditionally guarantees the indebtedness of each other party, which means that we are liable for the debt of each of such subsidiaries. This level of consolidated debt and the cross guarantee agreement could have important consequences, such as (i) limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirementsrequirements, or potential growth, or for other purposes; (ii) increasing the cost of our future borrowings; (iii) limiting our ability to use operating cash flow in other areas of our business or to pay dividends because we must dedicate a substantial portion of these funds to make payments on our debt; (iv) placing us at a competitive disadvantage compared to competitors with less debt; and (v) increasing our vulnerability to adverse economic and industry conditions.

Our ability to service our consolidated debt, and our ability to meet our consolidated leverage targets, will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatoryregulatory, and other factors, many of which are beyond our control. If our consolidated cash flow is not sufficient to service our consolidated debt, and any future indebtedness that we incur, we will be forced to take actions such as reducing dividends, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assetsassets, or seeking additional equity capital. We may also take such actions to reduce our indebtedness if we determine that our earnings (or consolidated EBITDA, as calculated in accordance with our revolving credit facility) may not be sufficient to meet our consolidated leverage targets or to comply with consolidated leverage ratios required under certain of our debt agreements. We may not be able to effect any of these actions on satisfactory terms or at all. For more information about our debt, see Note 8 “Debt” to our consolidated financial statements.

Our business, financial condition and operating results may be affected adversely by adverse changes in the availability, termsterms, and cost of capital or a reduction in the availability of credit.

We may need to rely on external financing sources, including commercial borrowings and issuances of debt and equity securities, to fund acquisitions, capital projects or refinancing debt maturities. Adverse changes to the availability, terms and cost of capital, interest ratesrates, or our credit ratings (which would have a corresponding impact on the credit ratings of our subsidiaries that are party to the cross guarantee agreement) could cause our cost of doing business to increase by limiting our access to capital, including our ability to refinance maturities of existing indebtedness on similar terms, which could in turn reduce our cash flows, and could limit our ability to pursue acquisition or expansion opportunities. Our credit ratings may be impacted by our leverage, liquidity, credit profileprofile, and potential transactions. Although the ratings from credit agencies are not recommendations to buy, sellsell, or hold our securities, our credit ratings will generally affect the market value of our and our subsidiaries’ debt securities and the terms available to us for future issuances of debt securities.

Also, disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability, impacting our ability to finance our operations and strategy on favorable terms. A significant reduction in the availability of credit could materially and adversely affect our business, financial conditioncondition, and results of operations.

As of December 31, 2024,2025, we had approximately $31.8 billion of consolidated debt (excluding debt fair value adjustments), including $1.5$1.1 billion of senior notes maturing within the next 12 months, and approximately $3.6$3.5 billion of debt subject to variable interest rates, either as short-term or long-term variable-rate debt obligations, or as long-term fixed-rate debt effectively converted to variable rates through the use of interest rate swaps. In response to increasing inflation, theThe U.S. Federal Reserve raised interest rates over the period from March 2022 to July 2023 beforein response to increasing inflation, then reduced rates beginning rate reductions in September 2024 dueas toinflation slowingslowed inflation.and Therethe labor market weakened. Although rate reductions continued through December 2025, there can be no assurance that the U.S. Federal reserveReserve will continue rate reductions, or will not resume rate increasesincreases, or regarding the pace at which any such reductions or increases could occur. If and to the extent that interest rates increase, our costs to refinance maturities of existing indebtedness may also increase, as will the amount of cash required to service variable-rate debt, and our earnings and cash flows could be adversely affected.

The FERC or state public utility commissions, such as the CPUC, may establish pipeline tariff rates that have a negative impact on us. In addition, the FERC, state public utility commissionscommissions, or our customers could initiate proceedings or file complaints challenging the tariff rates charged by our pipelines, which could have an adverse impact on us.

Our existing rates may also be challenged by complaint or protest. Regulators and shippers on our pipelines have rights to challenge, and have challenged, the rates we charge under certain circumstances prescribed by applicable regulations. Some shippers on our pipelines have filed complaints with the regulators seeking prospective reductions in the tariff rates and, in the case of a protest to a rate filing, seeking substantial refunds for alleged overcharges during the years in question. Further, the FERC has initiated and may continue to initiate investigations to determine whether our interstate natural gas pipeline rates are just and reasonable. Please read Note 17 “Litigation and Environmental” to our consolidated financial statements for a description of material pending challenges to the rates we charge on our pipelines. We are unable to predict the extent to which these proceedings will result in lower transportation rates on our pipelines, and in the case of a protest, refunds for alleged overcharges. Any successful challenge to our rates could materially adversely affect our future earnings, cash flowsflows, and financial condition.

New or amended laws, policies, regulations, rulemakingregulations and oversight,oversight asrequirements, welland ascompliance changescomplexity toresulting thosefrom currentlydisparities in effect,requirements imposed by federal, state, and local authorities, could adversely impact our earnings, cash flowsflows, and operations.

These and other initiatives of regulatory authorities may affect our assets and operations directly or indirectly, such as by preventing or delaying the exploration for and production of natural gas and liquids that we transport or expanding regulation of existing infrastructure or new sources that are not currently regulated. Moreover, political and legal challenges to existing rules, combined with evolving public expectations around environmental stewardship, add to the risk that new or reinstated regulations could materially impact our operations.

Regulation affects almost every part of our business. In addition to environmental and pipeline safety matters, we are subject to regulations extending to such matters as (i) federal, state, local and foreign taxation; (ii) rates (which include reservation, commodity, surcharges, fuel and gas lost and unaccounted for),rates, operating termsterms, and conditions of service we may offer to our customers; (iii) the types of services and contracts we may offer to our customers; (iv) thepermitting, contracts for service entered into with our customers; (v) the certificationcertification, and construction of new facilities; (viv) the costs of raw materials, such as steel, which may be affected by tariffs (such as those proposeddiscussed byunder “—Changes in U.S. trade policy and the newimpact U.S.of presidentialtariffs administrationmay have a material adverse effect on our business and results of operations.”) or otherwise; (viivi) the integrity, safety and security (including against cyber-attacks) of facilities and operations; (viiivii) the acquisition of other businesses; (ixviii) the acquisition, extension, dispositiondisposition, or abandonment of services or facilities; (xix) reporting and information posting requirements; (xix) the maintenance of accounts and records; and (xiixi) relationships with affiliated companies involved in various aspects of the natural gas and energy businesses.

If we fail to comply with any applicable statutes,laws rules,or regulations, and orders of such regulatory authorities, we could be subject to substantial penalties and fines and potential loss of government contracts. New or amended laws or regulations, or different interpretations of existing laws or regulations, including unexpected policy changes, applicable to our income, operations, assets or another aspect of our business could have a material adverse impact on our earnings, cash flow, financial conditioncondition, and results of operations. For more information, see Items 1 and 2. “Business and Properties—Narrative Description of Business—Industry Regulation.”

Environmental, healthhealth, and safety laws and regulations could expose us to significant costs and liabilities.

Our operations are subject to extensive federal, statestate, and local laws, regulationsregulations, and potential liabilities arising under or relating to the protection or preservation of the environment, natural resourcesresources, and human health and safety. Such laws and regulations affect many aspects of our past, presentpresent, and future operations, and generally require us to obtain and comply with various environmental registrations, licenses, permits, inspectionsinspections, and other approvals. It is possible that costs associated with complying with the aforementioned laws will change depending on the emphasis regulatory authorities are placing on protection of the environment and environmental justice considerations.environment. Liability under such laws and regulations may be incurred without regard to fault under CERCLA, the Resource Conservation and Recovery Act, the Federal Clean Water Act, the Oil Pollution Act, or analogous state laws, as a result of the presence or release of hydrocarbons or hazardous substances into or through the environment, and these laws may require response actions and remediation and may impose liability for natural resource and other damages. Private parties, including the owners of properties through which our pipelines pass, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with such laws and regulations or for personal injury or property damage. Our insurance may not cover all environmental risks and costs and/or may not provide sufficient coverage in the event an environmental claim is made against us.

AcquisitionsAcquisition and DivestituresDivestiture

Following are acquisitionsan acquisition and divestituresa divestiture we made during the 20242025 reporting period. See Note 3 “Acquisitions and Divestitures” to our consolidated financial statements for further information on these transactions.

We expect to declare dividends of $1.17$1.19 per share for 2025,2026, a 2% increase from the 20242025 declared dividends of $1.15$1.17 per share. WeExcluding our recently divested interest in EagleHawk, we also expect to invest $2.3almost $3.3 billion in expansion projects and contributions to joint ventures, or discretionary capital expenditures, during 2025.2026.

Critical accounting estimates and assumptions involve material levels of subjectivity and complex judgementjudgment to account for highly uncertain matters or matters with a high susceptibility to change, and could result in a material impact to our financial statements. Examples of certain areas that require more judgment relative to others when preparing our consolidated financial statements and related disclosures include our use of estimates in determining (i) revenue recognition; (ii) income taxes; (iii) the economic useful lives of our assets and related depreciation and depletion rates; (iv) the fair values used in (a) assignment of the purchase price for a business acquisition, (b) calculations of possible asset and equity investment impairment charges, (c) calculation for the annual goodwill impairment test (or interim tests if triggered), and (d) recording derivative contract assets and liabilities; (v) reserves for environmental claims, legal fees, transportation rate casescases, and other litigation liabilities; (vi) provisions for credit losses; and (vii) exposures under contractual indemnifications. We routinely evaluate these estimates, utilizing historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates, and any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

In addition to our annualImpairment testing ofrequires impairmentestimating forfair goodwill,value, we evaluate impairment of our long-lived assets when a triggering event occurs. Management applies judgment in determining whether there is an impairment indicator. Fair value calculated for the purpose of testing our long-lived assets, including intangible assets, goodwill and equity method investments, for impairmentwhich involves the use of significant estimates and assumptions regarding the timing and amounts of future cash inflows and outflows, commodity prices, discount rates, market pricesmultiples, and asset lives, among other items. The estimatesitems and assumptionsas applicable. These estimates can be affected by a variety of factors, including external factors such as industry and economicmacroeconomic trends,conditions, and internal factors such as changes in our business strategy and our internal forecasts. We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ from these projections. An estimate of the sensitivity to changes in underlying assumptions of a fair value calculation is not practicable, given the numerous assumptions that can materially affect our estimates.

Many of our operations are regulated by various U.S. regulatory bodies, and we are subject to legal and regulatory matters as a result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgmentsjudgments, or settlements. Any such liability recorded is revised as better information becomes available. Accordingly, to the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. For more information on regulatory matters, see Part I, Items 1 and 2. “Business and Properties—Narrative Description of Business—Industry Regulation.” For more information on legal proceedings, see Note 17 “Litigation and Environmental” to our consolidated financial statements.

Our pension and other postretirement benefits (OPEB) obligations and net benefit costs are primarily based on actuarial calculations. A significant assumption we utilize is the discount rate used in calculating our benefit obligations. The selection of assumptions used in the actuarial calculations of our pension and OPEB plans is further discussed in Note 9 “Share-based Compensation and Employee Benefits” to our consolidated financial statements.

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 including amortization of excess cost of equity investments (EBDA) (as presented in Note 15 “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 expensesexpenses, includingand amortization of basis differences related to our joint ventures (previously known as amortization of excess cost of equity investments) (EBITDA), and Net Debt. Historically, we have disclosed the non-GAAP financial measure of distributable cash flow (DCF), in the aggregate and per share; however, we are not including discussion of DCF in this report due to declining investor interest in DCF as a primary performance measure.

The Consolidated Earnings Results for the years ended December 31, 20242025 and 20232024 present Net income attributable to Kinder Morgan, Inc., as prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 15 “Reportable Segments” pursuant to FASB ASC 280. The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles. Segment EBDA is a useful measure of our operating performance because it measures the operating results of our segments before DD&A and certain expenses that are generally not controllable by our business segment operating managers, such as general and administrative expenses and corporate charges, interest expense, net, and income taxes. Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated litigationlitigation, and environmental expenses, and shared corporate services including accounting, IT, human resourcesresources, and legal services.

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 legislationlegislation, and casualty losses)., or (iii) align the timing of impacts from natural gas inventory hedges with the future associated physical withdrawals from inventory. (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 fromassociated with Joint Ventures” below). The following table summarizes our Certain Items for the years ended December 31, 20242025 and 2023,2024, which are also described in more detail in the footnotes to tables included in “—Segment Earnings Results” below.

(a)GainsIncludes changes in fair value of unsettled derivatives, of which gains or losses are reflected within non-GAAP financial measures when realized.

(ec)20242025 andamount 2023represents amountsa include the following amounts reported within “Interest, net”gain on the accompanying consolidated statementssale of income:our $(5)equity interest in EagleHawk. 2024 amount represents gains of $40 million and $(7)$29 million, respectively, ofon “Change in fair valuedivestitures of derivativeCO2 contracts.”and Oklahoma midstream assets.

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, investorsinvestors, 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 is calculated by adjusting segment earnings before DD&A and amortization of excess cost of equity investments,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, investorsinvestors, and other external users of our financial statements additional insight into performance trends across our business segments, our segments’ relative contributions to our consolidated performanceperformance, and the ability of our segments to generate earnings on an ongoing basis. Adjusted Segment EBDA is also used as a factor in determining compensation under our annual incentive compensation program for our business segment presidents and other business segment employees. We believe it is useful to investors because it is a measure that management uses to allocate resources to our segments and assess each segment’s performance. See “—Non-GAAP Financial Measures—Reconciliation of Segment EBDAEarnings to Adjusted Segment EBDAResults” below.

Adjusted EBITDA is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items and further for DD&AA, and amortization of excessbasis costdifferences ofrelated equityto investments,our joint ventures, income tax expenseexpense, and interest. We also include amounts from joint ventures for income taxes and DD&A (see “—Amounts fromassociated with Joint Ventures” below). Adjusted EBITDA is used by management, investorsinvestors, 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 fromassociated 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&AA, 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, expensesexpenses, or cash flows of such unconsolidated joint ventures.

Net Debt is calculated, based on amounts as of December 31, 2024,2025, by subtracting the following amounts from our debt balance of $31,890$32,003 million: (i) cash and cash equivalents of $88$63 million; (ii) debt fair value adjustments of $102$180 million; and (iii) the foreign exchange impact on Euro-denominated bonds of $(25)$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, investorsinvestors, 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.

Revenues decreasedincreased $234$1,837 million in 20242025 compared to 2023.2024. The decreaseincrease was primarily due to (i) a $398 million decrease in product sales driven by lower volumes resulting primarily from contractual changes and an asset divestiture and (ii) a $326 million decreaseincrease in natural gas sales of $1,609 million due to lowerhigher commodity prices partiallyand offsetvolumes byand higher(ii) volumes. These decreases in sales revenues were partially offset by a $45 millionan increase in otherservices salesrevenues of $507 million resulting from higher volumes, primarily driven by increased demand for services and expansion projects placed into service, higher RINrates, sales.and the Outrigger Energy assets acquired in February 2025. Revenues were further reducedincreased by $151$99 million for the impacts of derivative contracts used to hedge commodity salessales. whichThese includesincreases both realized and unrealized gains and losses from derivatives. Servicesin revenues increased $515 million driven by (i) higher volumes, including from expansion projects; (ii) our late 2023 acquisition of the STX Midstream assetswere partially offset by adecreased reductionproduct sales of $423 million, driven by lower commodity prices partially offset by higher volumes, and asset divestitures in revenues related to divested assets; and (iii) higher rate escalations.2024. The decreaseincrease in sales revenues had a corresponding decreaseincrease in our costs of sales as described below under “Operating Costs, ExpensesExpenses, and Other—Costs of sales.”

Costs of sales decreasedincreased $601$1,192 million in 20242025 compared to 2023.2024. The decrease,increase, which includesis net of the impact of our divested assets, was primarily due to higher costs of sales for natural gas of $1,481 million primarily due to higher commodity prices and volumes. The increase was partially offset by (i) lower costs of sales for (i) natural gasproducts of $447$281 million primarilydriven due toby lower commodity prices partially offset by higher volumes; and (ii) productsa decrease of $269 million driven primarily by lower volumes partially offset by an increase of $145$51 million related to derivative contracts used to hedge commodity purchases which includes both realized and unrealized gains and losses from derivatives.purchases.

Operations and maintenance increased $165$85 million in 20242025 compared to 2023.2024. Increased costs were primarily driven by greater activity levelslevels, including from expansions, and inflation, including for service, integrity, labor and fuel costs.

In the table above, we report our interest expense as “net,” meaning that we have subtracted interest income and capitalized interest from our total interest expense to arrive at one interest amount. Our interest expense,Interest, net increaseddecreased $47$43 million in 20242025 compared to 2023.2024. The increasedecrease was primarily due to (i) higher average short-term and long-term debt balances driven by funding our STX Midstream acquisition; and (ii) higherlower interest rates associated with our fixed-to-variable interest rate swap agreements and our long-term debt; partially offset by ahigher reduction in the notionalaverage balances associatedand withinterest rates on our fixed-to-variablelong-term interest rate swap agreements.debt.

(d)To avoid duplication, adjustments for income tax expense for 20242025 and 20232024 exclude $(2) million and $(52) millionmillion, and $33 million,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 20242025 and 20232024 exclude $(5)$13 million and $(75) million, respectively, which amounts are already included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items,” above.

(fg)Includes the tax provision on Certain Items recognized by the investees that are taxable entities associated with our Citrus, NGPL HoldingsHoldings, 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.

Adjusted Net Income Attributable to Kinder Morgan, Inc. increased $161$328 million in 20242025 compared to 2023.2024. The increase resulted primarily from favorable earnings in our Natural Gas Pipelines,Pipelines and Terminals andbusiness Productssegments Pipelinespartially offset by unfavorable earnings in our CO2 business segments,segment, which were also primary drivers of the increase in Adjusted EBITDA of $377$453 million, partially offset by an increase in DD&A expenses.million.

General and administrative expenses increased $44$32 million and corporate charges decreased $67$22 million in 20242025 compared to 2023.2024. The combined changes primarily include $41 million consisting of higher laborbenefit-related and benefit-related costs, higher legallabor costs and higher corporate development costs,partially offset by lower pension costs of $30 million. In addition, the combined changes described above include $7 million of costs in 2024 and the impact of increased pension costs of $45 million in 2023 related to settlements made by our pension plans, which we treated as Certain Items.costs.

(ab)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. 20242025 and 20232024 Certain Items of $46(i) $(162) million and $(122)$46 million, respectively, are associated with our Midstream business and (ii) $(4) million for the 2025 period 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.

(bc)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.

Our Consolidated Earnings Results for the three and six months ended MarchJune 31,30, 2026 and 2025 present Net income attributable to Kinder Morgan, Inc., as prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 7 “Reportable Segments” pursuant to FASB ASC 280. The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles. Segment EBDA is a useful measure of our operating performance because it measures the operating results of our segments before DD&A and certain expenses that are generally not controllable by our business segment operating managers, such as general and administrative expenses and corporate charges, interest expense, net, and income taxes. Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated litigation and environmental expenses, and shared corporate services including accounting, IT, human resources, and legal services.

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 (i) do not have a cash impact (for example, unsettled commodity hedges and asset impairments), (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), or (iii) align the timing of cash impacts from natural gas inventory hedges with the future associated physical withdrawals from inventory. (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 six months ended MarchJune 31,30, 2026 and 2025, which are also described in more detail in the footnotes to tables included in “—Segment Earnings Results” below.

(d)Amounts for the periods ended June 30, 2026 and 2025 amountinclude includes $2$(1) million and $(2) million for the three-month periods, respectively, and $(1) million for the six-month 2026 period reported within “Earnings from equity investments” on the accompanying consolidated statement of income of “Risk management activities.”

(e)2025 amountamounts includesfor $2the three and six-month periods include $(1) million and $1 million, respectively, reported within “Interest, net” on the accompanying consolidated statement of income of “Risk management activities.”

Net Debt is calculated, based on amounts as of MarchJune 31,30, 2026, by subtracting the following amounts from our debt balance of $32,056$32,248 million: (i) cash and cash equivalents of $72$89 million; (ii) debt fair value adjustments of $151$104 million; and (iii) the foreign exchange impact on Euro-denominated bonds of $35$28 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.

Below is a discussion of significant changes in our Consolidated Earnings Results for the comparable three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025:

Revenues increased $587$435 million inand 2026$1,022 million for the three and six months ended June 30, 2026, respectively, as compared to 2025.the Therespective increaseprior wasyear periods. These increases were primarily due to (i) an increaseincreases in natural gasproduct sales of $460$422 million dueand to$388 million, respectively, driven by higher commodity prices and volumes; and (ii) an increaseincreases in services revenues of $157$138 million and $295 million, respectively, resulting from higher volumes, primarily driven by increased demand for services andincluding expansion projects placed into service, primarily in our Natural Gas Pipelines business segment; and (iii) an increase in the six-month period in natural gas sales of $387 million due to higher ratesvolumes and commodity prices. These increases in revenues were partially offset by $49 million and $63 million, respectively, for the impacts of derivative contracts used to hedge commodity sales and a decrease in productthe three-month period in natural gas sales of $34$73 millionmillion, drivendue primarily byto lower commodity prices.prices partially offset by higher volumes. The increaseincreases in sales revenues waswere partially offset by a corresponding increaseincreases in our costs of sales as described below under “Operating Costs, Expenses and Other—Costs of sales.”

Costs of sales increased $273$194 million inand 2026$467 million for the three and six months ended June 30, 2026, respectively, as compared to 2025.the respective prior year periods. The increaseincreases waswere primarily due to (i) increases of $245 million and $176 million, respectively, in costs of sales for products driven by higher commodity prices and volumes; (ii) increases of $82 million and $103 million, respectively, related to derivative contracts used to hedge commodity purchases; and (iii) an increase in the six-month period of $300$187 million ofin costs of sales for natural gas primarily due to higher volumes andpartially offset by lower commodity prices; and (ii) an increase of $20 million related to derivative contracts used to hedge commodity purchases.prices. The three-month period increase was partially offset by a decrease of $69$112 million ofin costs of sales for productsnatural drivengas bydue to lower commodity prices.prices partially offset by higher volumes.

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 $21$27 million inand 2026$48 million for the three and six months ended June 30, 2026, respectively, compared to 2025.the Therespective decreaseprior wasyear periods. These decreases were primarily due to higher capitalized interest and lower interest rates associated with our fixed-to-variable interest rate swap agreementsagreements. andThe six-month period decrease was also due to lower average short-term debt balances partially offset by higher interest rates and average balances on our long-term debt.

(c)Other for each of the periods ended June 30, 2026 and 2025 includes Adjusted net income in excess of distributions for participating securities of less than $1 million for the 2026 period.million.

(d)To avoid duplication, adjustments for income tax expense for the periods ended June 30, 2026 and 2025 exclude $(26)$37 million and $(352), million for the three-month periods, respectively, and $11 million and $(37) million for the six-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 three and six-month periods ended June 30, 2025 exclude $2$(1) million and $1 million, respectively, which amounts are already included within “Certain Items.” See table included in “—Overview—Non-GAAP Financial Measures—Certain Items,” above.

Adjusted Net Income Attributable to Kinder Morgan, Inc. increased $297$202 million inand 2026$499 million for the three and six months ended June 30, 2026, respectively, as compared to 2025.the respective prior year periods. The increaseincreases resulted primarily from favorable earnings inacross all of our Natural Gas Pipelines, Terminals, and Products Pipelines business segments, which were also the primary drivers of the increase in Adjusted EBITDA of $382$227 million.million and $609 million, respectively.

General and administrative expenses decreasedincreased $3$4 million and $1 million, and corporate charges decreased $12$4 million inand 2026$16 million for the three and six months ended June 30, 2026, respectively, when compared towith 2025.the respective prior year periods. The combined changeschange for the three-month period was flat and the decrease for the six-month period primarily includeincludes lower pension, legal, and corporate development and pensionfacility costs partially offset by higher benefit-related and labor costs.

(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. For the periods ending June 30, 2026 and 20252025, Certain Items of (i) $79$(57) million and $78$(87) million,million for the three-month periods, respectively, and $22 million and $(9) million for the six-month periods, respectively, are associated with our Midstream business and (ii) $7$(2) million for each of the three-month periods and $5 million and $2none million,for the six-month periods, respectively, are 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.

The changes in Natural Gas Pipelines Segment EBDA in the comparable three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025 are explained by the following discussion:

•The $202$54 million (45%10%) increaseand $256 million (26%) increases, respectively, in Midstream waswere primarily driven by (i) increased sales margin resulting from higher commodity prices and volumes and increased demand for our services due to colder winter weather on our Texas intrastate systems; (ii) higher volumes on KinderHawk Field Services LLC; and (iii) contributionshigher performance from the acquired Outrigger Energy assets on our Hiland Midstream assets. The increase in the six-month period was further impacted by increased sales margin primarily due to higher commodity prices due to colder winter weather on our Texas intrastate systems. Overall, Midstream’s revenue changes are partially offset by corresponding changes in costs of sales.

In addition, Midstream includes decreased revenues offset by decreasedincreased costs of sales associated with risk management activities related to non-cash changes in fair value of unsettled derivative contracts and realized gains and losses on settled natural gas inventory hedge contracts, all of which we treated as a Certain Items.Item.

•The $21$14 million (8%6%) increaseand $35 million (7%) increases, respectively, in West resulted primarily from higher park and loan activity due to favorable pricing driven by market volatility, and higher capacity sales onpartially multipleoffset assets.by higher pipeline maintenance costs.

(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. For the periods ending June 30, 2026 and 20252025, Certain Items of (i) $4$(3) million and none for the three-month periods, respectively, and $1 million,million respectivelyfor each of the six-month periods are associated with our Southeast Refined Products business and (ii) $1$(1) million and none,none for the three-month periods, respectively, are associated with our Crude and Condensate 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.

The changes in Products Pipelines Segment EBDA in the comparable three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025 are explained by the following discussion:

•The $14$40 million (19%53%) increaseand $54 million (36%) increases, respectively, in Southeast Refined Products waswere primarily the result of higher butane blending spreads on our Southeast Terminals and favorable commodity prices at our Transmix processing operations.

(b)See table included in “—Overview—Non-GAAP Financial Measures—Certain Items” above. The 2026 Certain Items of $1 million 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.

The changes in Terminals Segment EBDA in the comparable three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025 are explained by the following discussion:

•The $7$5 million (12%8%) increaseand $9 million (8%) increases, respectively, in BulkJones wasAct tankers were primarily thedue result ofto higher petroleumaverage cokecharter volumes.rates.

The changes in CO2 Segment EBDA in the comparable three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025 are explained by the following discussion:

•TheIn $24 million (21%) decrease inaddition, Oil and Gas Producing activities wasincludes drivenincreased byrevenues for the three-month period and decreased revenues for the six-month period associated with non-cash mark-to-market sales derivative hedge contracts, which decreased revenues, and which we treated as a Certain Item.

•The $8$18 million (47%257%) increaseand $26 million (108%) increases, respectively, in Energy Transition Ventures includes greater RINRNG production partiallyand offsetRIN by 2025 sales of RINs produced in 2024.sales.

We believe that our existing hedge contracts in place within our CO2 business segment substantially mitigate commodity price exposure in the near-term and to a lesser extent over the following few years. Below is a summary of our CO2 business segment hedges outstanding as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, we had $72$89 million of “Cash and cash equivalents,” an increase of $9$26 million from December 31, 2025. Additionally, as of MarchJune 31,30, 2026, we had borrowing capacity of approximately $3.4$3.2 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 $1,491$3,451 million and $1,162$2,811 million in the first threesix months of 2026 and 2025, 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.

As of MarchJune 31,30, 2026, 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 $3.4$3.2 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 MarchJune 31,30, 2026, our $2,186$2,443 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, 2025 was $1,226 million.

We had working capital (defined as current assets less current liabilities) deficits of $2,475$3,059 million and $1,568 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively. The overall $907$1,491 million unfavorable change from year-end 2025 was primarily due to (i) an $885$878 million increase in senior notes that mature in the next twelve months; (ii) a $162$325 million increase in thecommercial fairpaper valueborrowings ofpartly used to fund our derivativeMonument contractsPipeline liabilitiesacquisition; and (iii) a $90$310 million net unfavorable change in our accounts receivables and payables, partially offset by a $195 million decrease in accrued interest.payables. Generally, our working capital varies due to factors such as the timing of scheduled debt payments, timing differences in the collection and payment of receivables and payables, the change in fair value of our derivative contracts, and changes in our cash and cash equivalents as a result of excess cash from operations after payments for investing and financing activities.

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 butinitially tendsand 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.

Our capital expenditures for the threesix months ended MarchJune 31,30, 2026, and the amount we expect to spend for the remainder of 2026 to sustain our assets and expand our business are as follows:

Commitments for the purchase of property, plant, and equipment as of MarchJune 31,30, 2026 and December 31, 2025 were $1,879$1,499 million and $2,020 million, respectively, decreasing $141$521 million primarily related to projects advancing in our Natural Gas Pipelines business segment.

Net cash provided by operating activities was higher for the comparable three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 driven by greater contributions primarilyacross fromall of our Natural Gas Pipelines business segment.segments.

$611$316 million lessmore cash used in investing activities in the comparable three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025 primarilyis dueexplained toby the $648following million in cash used for the Outrigger Energy acquisition in the 2025 period.discussion.